REG - Mining, Minerals&Mtl - Interim Results
27/10/2022 07:01
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RNS Number : 2521E Mining, Minerals & Metals PLC 27 October 2022
27 October 2022
For Immediate Release
Mining, Minerals & Metals plc
Interim Results for the Six Months Ended 31 July 2022
Mining, Minerals & Metals plc ("MMM" or the "Company") is pleased to
present its unaudited financial statements for the for the 6 months ended 31
July 2022 ("Financial Statements") as extracted from the Company's 2022 Half
Year Report ("Report"). The Report and Financial Statements are now available
on the Company website at www.mmmplc.com and will be provided to shareholders
who have requested a printed or electronic copy
The Financial Statements are set out below and should be read in conjunction
with the Report which contains the notes to the Financial Statements.
Further information
For further information, please visit the Company's website: www.mmmplc.com
(http://www.mmmplc.com/)
- Ends-
Roy Pitchford
Non-Executive Chairman, Mining, Minerals & Metals plc
Telephone +44 (0)20 7317 0644
Email: roy@mmmplc.com
Tavira Financial Limited - Financial Adviser and Broker
Jonathan Evans
Telephone: +44 (0)20 3192 1733
Email: jonathan.evans@tavira.group
Notes to Editors
Mining, Minerals & Metals plc was established as a special purpose
acquisition company to undertake an acquisition of one or more businesses
(either shares or assets) that has operations involved in natural resources
exploitation that it will then look to develop and expand. The directors of
MMM have established a network of contacts internationally within the sector
and will utilise independent third parties to provide expert advice where
necessary.
Forward Looking Statements
Certain statements in this announcement are or may be deemed to be forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'' ''could'' "should" ''envisage''
''estimate'' ''intend'' ''may'' ''plan'' ''will'' or the negative of those
variations or comparable expressions including references to assumptions.
These forward-looking statements are not based on historical facts but rather
on the Directors' current expectations and assumptions regarding the Company's
future growth results of operations performance future capital and other
expenditures (including the amount, nature and sources of funding thereof)
competitive advantages business prospects and opportunities. Such forward
looking statements reflect the Directors' current beliefs and assumptions and
are based on information currently available to the Directors. Many factors
could cause actual results to differ materially from the results discussed in
the forward-looking statements including risks associated with vulnerability
to general economic and business conditions competition environmental and
other regulatory changes actions by governmental authorities the availability
of capital markets reliance on key personnel uninsured and underinsured losses
and other factors many of which are beyond the control of the Company.
Although any forward-looking statements contained in this announcement are
based upon what the Directors believe to be reasonable assumptions. The
Company cannot assure investors that actual results will be consistent with
such forward looking statements.
Chairman's Statement
I have pleasure in presenting the Financial Statements of MMM.
The Company was formed to undertake the acquisition of a controlling interest
in a business (either shares or assets) that has operations in the natural
resources sector (an "Acquisition"), reflecting the experience of the
Company's board of directors.
Since the Company's IPO on the Main Market of the London Stock Exchange in
March 2020, the Company has seen a steady flow of potential Acquisition
opportunities and has actively reviewed many projects covering all stages of
development from exploration through to producing assets over a range of
commodities across multiple jurisdictions.
In October 2021 the Company announced that it had entered into a non-binding
term sheet with Africa Resources Holdings, LLC ("ARH") to acquire the entire
issued share capital of Narnia Mauritius Gas Holdings Limited ("NMGH"), that
will hold a 95%, interest in Inert Gas Industries (Proprietary) Limited
("IGI"), which in turn owns the Lindley Natural Gas Project ("LNGP")
exploration licences situated in the Free State Province of South Africa (the
"Proposed Transaction").
ARH have indicated that the LNGP exploration licences cover an area of over
20,000 hectares with a portion of the LNGP licence area being previously
operated by the Anglo-American Corporation of South Africa Limited for
approximately ten years producing both Methane and Helium gas. The Methane gas
was flared whilst the Helium gas was sold locally in South Africa. Subject to
compliance with all the requirements of the regulatory authorities in South
Africa, following completion of the Proposed Transaction, the Company intends
to secure production permits to facilitate the production and distribution of
Methane, Helium and any other marketable products from LNGP.
As the Proposed Transaction, if completed, would constitute a reverse takeover
under the Listing Rules the Company has suspended trading of its shares on the
London Stock Exchange pending the publication of a prospectus providing
further detail on NMGH, IGI and LNGP and the Company as enlarged by the
Proposed Transaction.
The Proposed Transaction is conditional on (i) satisfactory due diligence,
(ii) entering into a definitive legal agreement, (iii) raising further funds
for the Proposed Transaction, (iv) approval by shareholders at a General
Meeting to be convened, (v) obtaining all necessary approvals (if required),
and (vi) granting of eligibility for the readmission of the Company to the
Official List by the FCA.
The Company has been made aware through the due diligence process that the
project licence has not been renewed and that the project vendors are
currently appealing the refusal to renew. The Company does not know whether
the appeal will succeed or how long it will take to be decided.
Given the above, there can be no certainty that the Proposed Transaction will
take place and the Company intends to update the market in the near term as to
whether it will proceed or resolve to pursue another course of action.
Roy Pitchford
Chairman
STATEMENT OF COMPREHENSIVE INCOME
for the period ended 31 July 2022
For six months ended For six For year ended 31 January 2022 (audited)
31 July 2022 (unaudited) months ended
31 July 2021 (unaudited)
£ £ £
Note
Revenue - -
Administrative expenses (68,260) (91,720) (172,468)
Operating profit (68,260) (91,120) (172,468)
Finance income 48 - -
Finance costs (340) (120) (292)
Profit before taxation (68,553) (91,840) (172,760)
Income tax - -
(68,553) (91,840) (172,760)
Total comprehensive loss
for the year
Earnings per share 7
Basic and diluted (pence per share) (0.21) (0.29) (0.54)
The accompanying notes form an integral part of the financial information.
STATEMENT OF FINANCIAL POSITION
As at 31 July 2022
Note At 31 July 2022 (unaudited) At 31 July 2021 (audited) At 31 January 2022 (audited)
£ £ £
ASSETS
Current assets
Cash and cash equivalents 114,174 281,383 200,354
Trade and other receivables 13,076 16,238 8,269
Total assets 127,250 297,621 208,623
EQUITY
Equity Attributable to Owners of the company
Share capital 8 320,500 320,500 320,500
Share premium 406,167 406,167 406,167
Retained earnings (624,620) (475,147) (556,067)
Total equity 102,047 251,520 170,600
LIABILITIES
Non-current liabilities
Long-term borrowings 10,469 10,469 10,469
Total non-current liabilities 10,469 10,469 10,469
Current liabilities
Trade and other payables 14,734 35,632 27,554
Total current liabilities 14,734 35,632 27,554
Total liabilities 25,203 46,101 38,023
TOTAL EQUITY AND LIABILITIES 127,250 297,621 208,623
The accompanying notes form an integral part of the financial information.
This report was approved by the board and authorised for issue on 27 October
2022 and signed on its behalf by:
Roy Pitchford
Non-Executive Chairman
STATEMENT OF CHANGES IN EQUITY
for the period ended 31 July 2022
Share capital Share premium Retained earnings Total equity
£ £ £ £
Balance at 31 January 2021 (audited) 320,500 406,167 (383,307) 343,360
Shares issued
Total comprehensive loss for the year - - (91,840) (91,840)
Balance at 31 July 2021 (unaudited) 320,500 406,167 (475,147) 251,520
Balance at 31 January 2021 (audited) 320,500 406,167 (383,307) 343,360
Total comprehensive loss for the year - - (172,760) (172,760)
Balance at 31 January 2022 (audited) 320,500 406,167 (556,067) 170,600
- - - -
Total comprehensive loss for the year - - (68,553) (68,553)
Balance at 31 July 2022 (unaudited) 320,500 406,167 (624,620) 102,047
The accompanying notes form an integral part of the financial information.
STATEMENT OF CASHFLOWS
for the period ended 31 July 2022
Six months Six months ended Year ended 31 January 2022 (audited)
ended 31 July 2021 (unaudited)
31 July 2022 (unaudited)
£ £ £
Loss before tax (68,533) (91,840) (172760)
Adjusted for:
(Increase)/Decrease in trade and other receivables (4,807) 8,953 16,922
(Decrease)/Increase in trade creditors (12,820) 618 (7,460)
Net cash used in operating activities (86,181) (82,269) (163,298)
Net (decrease)/increase in cash and cash equivalents (86,181) (82,269) (163,298)
Cash and cash equivalents at beginning of the year 200,354 363,652 363,652
Cash and cash equivalents at end of the year 114,174 281,383 200,354
The accompanying notes form an integral part of the financial information.
NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION
The Company was incorporated on 28 January 2013 in England and Wales as a
limited company, limited by shares and with Registered Number 08377465 under
the Companies Act 2006. The Company's registered office address is 1 King
Street, Office 3.05, London EC2V 8AU. The Company has not yet commenced
business. The company re-registered as a public limited company on 22
October 2018.
The Company's objective is to undertake an acquisition of a target company or
business in the natural resources sector.
Other than the Directors the company did not have any staff.
2. ACCOUNTING POLICIES
Basis of preparation
The principal accounting policies adopted by the Company in the preparation of
the Company Financial Information are set out below.
The financial statements have been prepared in accordance with International
Financial Reporting Standards and IFRIC interpretations as endorsed by the EU
("IFRS") and the requirements of the Companies Act applicable to companies
reporting under IFRS.
The Company Financial Information has been presented in Pounds Sterling, being
the functional currency of the Company.
The preparation of the financial statements in conformity with IFRS requires
the use of certain critical accounting estimates. It also requires the
Directors to exercise their judgment in the process of applying the Company's
accounting policies. The Company's accounting policies as well as the areas
involving a higher degree of judgment and complexity, or areas where
assumptions and estimates are significant to the Company financial statements
are disclosed in the audited annual report for the year ended 31 January 2021
and are available on the Company's website.
In the opinion of the management, the interim unaudited financial information
includes all adjustments considered necessary for fair and consistent
presentation of this financial information. The interim unaudited financial
information should be read in conjunction with the Company's audited financial
statements and notes for the year ended 31 January 2022.
Going Concern
These financial statements have been prepared on a going concern basis as the
Directors have reasonable expectation that the Company has adequate resources
to continue in operational existence. The Company is a start-up company and
does not currently have any service offering or customer base, however, it has
successfully been admitted to the London Stock Exchange - Main Market where it
has already raised £726,667 to fund its business plans.
The Directors consider there to be uncertainty over the timing and occurrence
of a potential acquisition, however given the proceeds raised to the date of
this report and having regard to forecast operating costs there is sufficient
headroom to remain in operational existence for a period of at least 12 months
from the date the financial statements were approved.
The warrant holders have indicated their intention to exercise their warrants.
This would provide the company with circa £686 667 before costs of converting
the warrants.
3. DIRECTORS' EMOLUMENTS
No amount was paid or become payable to any of the Directors of the Company
and there were no staff costs as no staff was employed by the Company during
the period ended 31 July 2022 (2021: NIL).
4. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments, comprising cash
and various items such as trade payables, which arise directly from
operations. The Company does not trade in financial instruments.
Financial risk factors
The Company's activities expose it to a variety of financial risks: credit
risk and liquidity risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on the Company's financial performance.
(a) Credit risk
The Company does not have any major concentrations of credit risk related to
any individual customer or counterparty.
(b) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash, the
Company ensures it has adequate resource to discharge all its liabilities. The
directors have considered the liquidity risk as part of their going concern
assessment.
Fair values
Management assessed that the fair values of cash trade payables and other
current liabilities approximate their carrying amounts largely due to the
short-term maturities of these instruments.
5. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard the Company's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. The capital structure of the
Company consists of equity attributable to equity holders of the Company,
comprising issued share capital and reserves.
6. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and cash
equivalents and other payable. The Company does not use financial instruments
for speculative purposes.
The principal financial instruments used by the Company, from which financial
instrument risk arises, are as follows:
31 July 31 July 31 January 2022
2022 2021 £
£ £
Financial assets
Cash and cash equivalents 114,174 281,383 200,354
Total financial assets 114,174 281,383 200,354
Financial liabilities measured at amortised cost
Trade and other payables 14,734 35,652 27,554
Borrowings 10,469 10,469 10,469
Total financial liabilities 25,203 46,121 38,023
There are no financial assets that are either past due or impaired. The
financial liabilities are due for payment in 1 to 3 months.
7. EARNINGS PER SHARE
The loss per share has been calculated using the loss for the year and the
weighted average number of ordinary shares entitled to dividend rights which
were outstanding during the year. There were no potentially dilutive ordinary
shares at the year end.
31 July 31 July 31 January
2022 2021 2022
£ £ £
Loss for the period attributable to equity holders of the Company (68,553) (91,840) (172,760)
Weighted average number of ordinary shares (number of shares) 32,049,999 32,049,999 32,049,999
Loss per share (pence per share) (0.21) (0.29) (0.54)
8. SHARE CAPITAL
Ordinary shares of £0.01 each
Number of shares Amount
£
Issued, called up and paid 32,049,999 320,500
32,049,999 320,500
As at 31 July 2022, the Company had 17,166,667 warrants in issue exercisable
at £0.04 per share and expiring on 6 September 2022. The Board has resolved
that these warrants should be extended a year until 6 September 2023.
9. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key management
personnel compensation has been disclosed in note 3.
10. POST BALANCE SHEET EVENT
There have been no material post interim balance sheet events.
11. ULTIMATE CONTROLLING PARTY
At 31 July 2022, there was no ultimate controlling party.
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