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RNS Number : 5705B Trident Royalties PLC 05 June 2023
5 June 2023
Trident Royalties Plc
("Trident" or the "Company")
2022 Full Year Results
and Notice of Annual General Meeting
Trident Royalties Plc (AIM: TRR, OTCQX: TDTRF), the diversified mining royalty
company, today announces its full year results for the year ended 31 December
2022. The Annual Report and Accounts for the year ended 31 December 2022 and
Notice of the 2023 Annual General Meeting will be made available to download
from the Company's website at www.tridentroyalties.com
(http://www.tridentroyalties.com/) later today.
These two documents, together with a Form of Proxy, will be mailed to those
shareholders who have elected to receive paper copies on 7 June 2023.
The Company's AGM is to be held at 30 Finsbury Square, London, EC2A 1AG on 29
June 2023 at 11:00 a.m.
The Company further announces that with effect from the beginning of the
Annual General Meeting on 29 June 2023 Paul Smith has requested to step down
as Chairman of the Board, given his other business interests. He is being
retained as a special advisor to the Company. Al Gourley will assume the
role as Chair of the Board. The Board expresses its thanks to Paul for his
significant contribution as Chairman and is pleased that the Company will
continue to benefit from his considerable industry experience.
Chairman's Statement
Trident shares saw an increase of 37% during 2022. This increase compared to
declines of 32% and 44% for the AIM and the All-Share Mining Index
respectively. The outperformance reflected 3 factors; the inherent resilience
of the royalty model, the evolution of Trident's portfolio; and further
improvements in analyst coverage and our shareholder register.
2022 was light in terms of transactions, which partly reflected the economic
backdrop and pressure on commodity prices. Many operators chose to postpone
capital raising, in anticipation of improved conditions. We commenced the year
with the completion of the gold offtake portfolio acquisition. This
transaction materially increased the cash generation from within our
portfolio, which in turn enables us to internally fund a larger proportion of
future growth.
The sale of our Lake Rebecca royalty to Franco Nevada highlighted several key
themes which underpin the reasons for owning Trident Royalties' shares.
Firstly, Trident's ability to access world class assets. Secondly, our
willingness to lock-in value and recycle capital when we feel this to be in
shareholders' best interests. The transaction was at a value which was not
reflected in our share price prior to sale. Thirdly, the cash proceeds from
the disposal allowed us to renegotiate our debt facility and deliver a
significant reduction in our cost of debt.
2022, also saw major improvements in the quality of our register and trading
liquidity, which was principally due to management's active engagement with
investors.
The Board recognises the importance of cash returns to shareholders. We
ourselves are significant shareholders. Many of our major assets are not yet
in production and our priority remains to invest in new royalties whilst
further reducing our cost of capital. As we add more cash generating assets
and our existing portfolio matures, we expect to pay a dividend based on a
sustainable percentage of free cash flow.
Trident seeks to invest in royalties or streams where the asset owner runs
safe, efficient, cost-effective mines and projects and demonstrates a
commitment to the responsible management of their ESG impacts.
Looking forward, our priorities for 2023 are to further reduce our cost of
capital (as this directly improves our competitiveness) and deploy capital for
value. We are well resourced based on our existing cash on hand and debt
facility. We continue to see base and battery metals as most prospective in
terms of demand for royalty finance.
2023 is looking more prospective in terms of potential new transactions. The
widespread postponement of capital raising by mining companies during 2022 has
created a backlog of project funding. The combination of higher interest rates
and continued depressed equity prices for mining companies are making
royalties an increasingly attractive funding alternative.
With our strong management team and balance sheet, we are well positioned to
deploy capital and continue to create shareholder value.
Chief Executive Officer's Statement
2022 has seen Trident's business grow significantly in terms of both revenue,
as well as portfolio scale and diversification. The investment strategy that
we implemented at the inception of Trident is yielding results and providing a
solid foundation for considerable growth over the medium and long term.
Importantly, the royalty model has proven to be a resilient investment
approach, as highlighted in performance through 2022, a year in which a
confluence of inflationary pressures had a significant impact on mine
operators' capital and operating costs. As shareholders will be aware, as
royalty holders, Trident is largely insulated from these capex overruns and
operating margin squeezes, with our portfolio benefitting from exposure to top
line revenue.
This strategy delivered for us in 2022 and is expected to continue as we
expand and diversify our portfolio, offering shareholders superior returns
through commodity cycles. Royalty receipts and offtake revenue for the year
increased nearly ninefold to US$13.6 million, reflecting the significant
asset-level progress of several of our royalties, in addition to the expansion
of our portfolio with new, cash generative and value accretive transactions.
The completion of the acquisition of a portfolio of gold offtakes presented a
strong start to 2022. It was our largest transaction to date and increased
the number of producing assets in our portfolio significantly. This was a
defining moment for Trident, which resulted in an immediate and significant
boost to our revenue for the year.
This transactional momentum continued in late-January, as Trident entered into
an agreement to acquire, subject to certain conditions and at its election, an
indirect 1.5% gross revenue royalty over the Sonora Lithium Project in
Mexico. Like the Thacker Pass Lithium Project, over which Trident acquired a
gross revenue royalty in 2021, Sonora is a globally significant lithium
asset. In the year, Ganfeng announced an expanded planned production
profile, with Stage 2 production increasing by 43% to 50,000 tonnes per annum
of lithium hydroxide, while noting that early construction works are underway.
Trident's transactional creativity was further evidenced in December with the
agreement to sell its pre-production, exploration stage gold royalties over
Rebecca, Spring Hill and three other projects to Franco-Nevada in exchange for
cash proceeds of up to US$15.55 million. This portfolio of royalties was
acquired by Trident for approximately US$6.5 million, representing a return on
invested capital of over 140% in approximately two years. Not only was this
transaction a clear demonstration of the potential returns from acquiring
royalties over quality assets, but it also provided Trident with a significant
increase in available capital for future acquisitions at a time of current
weakness in traditional debt and equity markets. This disciplined investment
approach will continue to define Trident's strategy as it targets accretive
opportunities.
The sale of the pre-production gold royalties also precipitated the
restructuring of the Group's existing debt facility with Macquarie Bank
Limited on more favourable terms, reducing the coupon by up to 2%, deferring
principal repayments, and extending the term by one year. This restructuring
illustrates the longer-term downward direction of the Group's cost of capital,
with the cost of debt nearly halving from the previous year.
Since the period end, Lithium Americas, the operator of the Thacker Pass
Lithium Project, announced its intention to jointly develop the project
alongside General Motors, as part of a landmark investment and offtake
partnership valued at US$650 million. This is the largest-ever investment by
an automaker to produce battery raw materials and is clear evidence of the
automotive industry's desire to mitigate concerns relating to critical
minerals supply chains over the long-term.
Lithium Americas subsequently announced the positive confirmation of the
Record of Decision appeals process which, with all final key Nevada
state-level environmental permits received, has allowed the project to move
forward in earnest; reporting in early March that construction has commenced
ahead of targeted first production in H2 2026.
The recent acquisition of the La Preciosa royalty, provides exposure to an
exciting asset, with expected near term cash flows, along with diversifying
the portfolio further with the addition of silver.
The numerous asset-level and transactional developments that we have reported
during the year have had a marked impact on our value proposition and revenue
generation potential. In addition, the board has also assessed additional
corporate activities through which to grow the Group. One such undertaking
was the decision to cross-trade Trident's shares on the OTCQX post period
end. We believe this listing will provide enhanced investor benefits,
including easier trading access for investors located in the US, and greater
liquidity due to a broader geographic pool of potential investors.
In 2022, we have also been working to evaluate and develop our approach to ESG
in order to lay strong foundations for future reporting, increase transparency
and performance.
I would like to take this opportunity to thank our shareholders and reiterate
my genuine enthusiasm and confidence in both our portfolio and wider
investment strategy. 2022 proved to be highly significant for Trident, and I
believe this will continue to build throughout 2023 and over the coming years.
Operational Review
Producing Royalties
KOOLYANOBBING IRON ORE PROJECT
Location: Australia
Operator: Mineral Resources Ltd (ASX: MIN)
Commodity: Iron ore
Mine Type: Open pit, Direct Ship Ore
Stage: Production
Royalty: 1.5% Free on Board
Total Reserves & Resources:
9.3Mt @ 59.9% Fe Reserves (Deception Pit)
19.5Mt @59.9% Fe Resources (Deception Pit)
40.8Mt @ 58.2% Fe Reserves (Yilgarn)
108.6Mt @ 56.8% Fe Resources (Yilgarn)
Trident owns a 1.5% Free on Board revenue royalty covering part of the
producing Koolyanobbing Iron Ore Operation in Western Australia. The royalty
is over tenements which covers part of the Deception Pit and all of the Claw
Pit at Koolyanobbing.
The royalty provides Trident with attractive exposure to a significant and
growing iron ore asset, operated by an innovative and renowned operator with a
strong balance sheet in a worldclass jurisdiction. As a royalty over an
operating asset, the royalty provides access to cashflow which will assist in
bringing scale and diversification to Trident's growing royalty portfolio.
During the year Trident received US$1.55m (2021: US$0.08m) in royalty
income. The significant increase was due to the operator, Mineral Resources,
recommencing activity at the Deception Pit and beginning mining operations at
the Claw deposit.
MIMBULA COPPER PROJECT
Location: Zambia
Operator: Moxico Resources Plc (private)
Commodity: Copper
Mine Type: Open Pit
Stage: Production
Royalty: Gross Revenue Royalty 1.25%
Total Reserves and Resources
93.7Mt @ 0.97% Total Copper ("TCu") Resources
67.5Mt @ 0.92% TCu Reserves
Trident owns a 1.25% GRR over all copper produced from the Mimbula Mine in
Zambia, which is operated by Moxico Resources PLC. The GRR will decrease to
0.3% upon US$5.0m being paid on the royalty, which is expected to occur in Q3
2023, with a subsequent decrease to 0.2% once the royalty has been paid on
575,000 tonnes of copper. In addition, the GRR is subject to a Minimum Payment
Schedule in which the higher of the minimum amount, or the GRR amount, are
due; specifically:
· Minimum payments of US$375,000 per quarter in 2021;
· Minimum payments of US$500,000 per quarter in 2022; and
· Minimum payments of US$750,000 in each of the first two quarters
of 2023.
During the year Trident received US$2.0m (2021: US$1.5m) of payments from
Mimbula in line with the minimum payment schedule.
KWALE MINERAL SANDS PROJECT
Location: Kenya
Operator: Base Resources
Commodity: Mineral Sands
Mine Type: Open Pit
Stage: Production
Royalty: 0.25% Free on Board
Total Reserves and Resources
40Mt @ 2.7% Heavy Mineral ("HM") Reserves
205Mt @ 1.7% HM Resources
Trident acquired a 0.25% Free On Board royalty over the Kwale mineral sands
project with an effective acquisition date of 1 October 2022. Kwale
commenced production in 2013, with operator Base Resources extending the
scheduled mine life to the end of 2024. Though a non-material purchase
consideration and limited remaining mine life on the current schedule, Trident
considers there to be potential for further mine life extensions.
During the year Trident received US$0.06m of payments from Kwale, relating to
the Q4 period post-acquisition of the royalty.
LINCOLN GOLD PROJECT
Location: California, USA
Operator: Seduli Holdings Pty (private)
Commodity: Gold
Mine Type: Underground
Stage: Production
Royalty: 1.5% net smelter return royalty (over down dip extension zone)
Total Resource: 958Kt @ 9.29g/t Au for 286koz gold
In 2021, Trident acquired a 1.5% NSR gold royalty covering the entire Lincoln
gold project in California. The royalty includes a 5-mile area of interest
which spans the majority of the exploration area. The Lincoln Gold Mine is
the only permitted project and processing plant on the Californian Mother
Lode, providing it with significant leverage to aggressively explore and
acquire additional tenure for further upside.
The royalty is fully secured by the project assets and reduces to a 0.75% NSR
in perpetuity once the royalty has paid US$3m. The operator, Seduli Holdings
Pty, completed its first gold pour in March 2022, however the ramp up did not
occur as planned and the operator suspended operations to focus on resource
expansion. Trident agreed to revise to provide various waivers in relation
to its security position in exchange for the implementation of a minimum
payment schedule, which will replace the revenue expected from deferred Stage
1 production.
During the year Trident received US$0.35m of payments from Lincoln under the
minimum payment schedule, relating to the Q3 and Q4 periods.
Royalties Advancing towards Production
THACKER PASS LITHIUM PROJECT
Location: USA
Operator: Lithium Americas Corp.
Commodity: Lithium
Mine Type: Open pit
Stage: Advanced
Royalty: 60% interest in a 1.75% gross revenue royalty (1.05% net to Trident),
assuming the buyback is completed, as detailed below
Total Reserves: 3.1 million tonnes of Lithium Carbonate Equivalent ("LCE") at
3,283ppm Li
In 2021 Trident acquired a 60% interest in a GRR over the Thacker Pass Lithium
Project for US$28.0 million, with the remaining 40% retained by Orion Resource
Partners.
The project is the largest known lithium reserve and resource in North America
and currently contains CIM compliant Mineral Reserves of 3.7Mt LCE, the
largest lithium reserve in the United States, with a mine life of 40 years
based on Reserves. There is significant additional resource upside to
potentially provide further reserve conversion to increase the mine life or
support a production expansion leading to increased royalty revenues.
Post year-end, in February 2023, General Motors Co. (NYSE: GM) and Lithium
Americas announced their intention to jointly invest to develop Thacker Pass.
Under this agreement, General Motors will make a US$650 million equity
investment in Lithium Americas. General Motors has also entered into a
10-year offtake agreement, to purchase the Phase 1 production from Thacker
Pass. The price within the offtake agreement will be based on an agreed upon
price formula linked to prevailing market prices.
The key terms of the royalty are as follows:
· A gross revenue royalty on all mineral products generated at the
mine of 8% (4.8% attributable to Trident) until US$22.0m is paid, after which
the GRR drops to 4%.
· The GRR may be reduced to 1.75% (1.05% attributable to Trident)
at any time by the operator making a one-time payment of US$22.0m (US$13.2m
attributable to Trident).
· Trident notes that the PFS assumes the US$22.0m buyback is
completed within the first year of operation.
SONORA LITHIUM PROJECT
Location: Lithium
Operator: Ganfeng Lithium
Commodity: Lithium
Mine Type: Open pit
Stage: Advanced
Royalty: 50% interest in a 3.0% indirect gross revenue royalty (1.5% net to
Trident)
Total Reserves: 244Mt @ 3,480ppm - 4,515kt LCE
A deposit of US$2.5 million has been paid by Sonoroy Holdings Ltd ("Sonoroy"),
a joint venture company in which Trident holds a 50% interest, with the
balance to be paid upon completion of the royalty acquisition transaction,
pending several issues including a favourable resolution of a dispute between
the seller of the royalty and Bacanora. If the dispute is found against the
vendor of the royalty, Trident's funding is fully repayable by Sonoroy.
The project currently has Measured & Indicated Resources exceeding 5Mt
LCE, and an additional 3.8Mt LCE Inferred Resource. Per the Feasibility Study
published by Bacanora Lithium in 2018, the mine is expected to produce 17,500
tpa LCE in Stage 1 and 35,000 tpa at Stage 2. Subsequently, the project was
acquired by Ganfeng Lithium which, in its 2022 Interim Report, noted a larger
planned production profile relative to the Feasibility Study, increasing Stage
1 to 20,000 tpa of lithium hydroxide, with Stage 2 production increasing by
43% to 50,000 tpa of lithium hydroxide. Construction is underway. The project
is also expected to generate potassium sulphate (potash), a high value
fertiliser, as a by-product which would be covered by the royalty.
PUKAQAQA COPPER PROJECT
Location: Peru
Operator: Nexa Resources SA (TSX:NEXA)
Commodity: Copper, Molybdenum
Mine Type: Open pit
Stage: Advanced
Royalty (sliding scale NSR): Three royalties
Total Resources: 349.1Mt @ 0.40% Cu
Trident holds a portfolio of three royalties over the Pukaqaqa Copper Project,
an advanced stage copper/molybdenum asset located in the Huancavelica region
in Peru. The Pukaqaqa Project has NI 43-101 compliant Measured and Indicated
Resources of 309m tonnes at 0.41% Cu (approximately 1.26m tonnes of contained
copper), with an additional Inferred Resource of 40.1m tonnes at 0.34% Cu (for
136,340 tonnes contained copper and related molybdenum credits).
The project is held by NYSE- and TSX-listed Nexa Resources, an established
South America-focused mid-tier producer with six operating base metals mines
and three operating smelters in Peru and Brazil. The most recent technical
report contemplates an open-pit mining operation to feed a 30,000
tonne-per-day processing plant to produce copper and molybdenum concentrates
over an initial 19-year mine life.
LA PRECIOSA SILVER PROJECT
Location: Mexico
Operator: Avino Silver & Gold mines Ltd (TSX:ASM)
Commodity: Silver
Mine Type: Underground
Stage: Advanced
Royalty: 1.25% NSR and 2.00% gross value return royalty
Total Resources: 137Moz Ag Equivalent - Indicated 17.4Mt @ 202 g/t AgEq &
Inferred 4.4Mt @ 170 g/t AgEq
Trident holds a 1.25% NSR Royalty over the area covering the Gloria and
Abundancia veins and a 2.00% GVR Royalty over the surrounding area.
Additionally, Trident is entitled to a milestone payment of US$8.75 million
from Avino within 12 months of first production. The milestone payment may be
paid up to 50% in shares of Avino.
The project is held by TSX-listed Avino Silver & Gold Mines Ltd, an
established silver producer with other assets in Peru. Avino intends to begin
processing stockpiled material from La Preciosa in late H2 2023 at its mill,
before commencing production from fresh ore in 2024. Avino intends to ramp up
annual silver production from La Preciosa to circa 3 million ounces by 2027,
increasing to 3.5 million ounces in 2028. With a current total Mineral
Resource estimate of 120Moz of silver and 224,000 ounces of gold, La Preciosa
is expected to be a long-life asset with further expansion potential.
Royalties Sold During the Year
In December 2022, Trident announced the sale of a portfolio of pre-production,
exploration stage gold royalties to Franco-Nevada Corporation for cash
proceeds of up to US$15.8 million. The transaction crystallised a return on
invested capital of 143%, providing additional capital for redeployment into
new transactions.
One early-stage royalty was removed from the portfolio prior to closing and
the transactions proceeds were adjusted to be up to US$15.6 million. The sale
of this gold portfolio was completed in February 2023.
The royalties sold to Franco-Nevada Corporation were as follows:
Lake Rebecca Gold Royalty
Location: Western Australia
Operator: Ramelius Resources Ltd (ASX: RMS)
Commodity: Gold
Mine Type: Open pit
Stage: Pre-development
Royalty: 1.5% net smelter return royalty
Total Resource: 29.1Mt @ 1.2g/t Au for 1.1Moz
Spring Hill Gold Royalty
Location: Australian Northern Territory
Operator: PC Gold Pty (private)
Commodity: Gold
Mine Type: Open pit
Stage: Pre-development
Royalty: fixed rate A$13.30 per oz (where the gold price is > A$1,500/oz)
Total Resource: 8.8Mt @ 1.26g/t Au for 355koz.
Warrawoona Gold Royalty
Location: Western Australia
Operator: Calidus Resources Ltd (ASX: CAI)
Commodity: Gold
Mine Type: Open pit
Stage: Pre-development
Royalty: 1.5% net smelter return royalty (over down dip extension zone)
Total Resource: 13.6Mt @ 1.2g/t Au for 519koz
Western Australian Gold Royalties
Project: Talga Talga and Bullfinch
Location: Western Australia
Stage: Pre-development
Operator: various
Royalty (NSR): various
Financial Review
During 2022, Trident made significant progress in a number of areas. The newly
acquired gold offtake portfolio was integrated effectively and provided a
solid cash flow base for the business. The innovative transaction to acquire
an option over a royalty on the Sonora lithium project provides exposure to a
second high quality lithium asset, complimenting the existing portfolio. The
sale of the Australian gold royalty portfolio delivered an over 140% return in
approximately 2 years, allowing capital to be recycled into new opportunities.
From a capital structuring perspective 2022 has been a transformational year,
with the new US$40.0m debt facility with Macquarie Bank drawn down in January
to facilitate the gold offtake portfolio acquisition. In conjunction with the
Australian gold royalty sale announced in December, the facility was
subsequently extended by a year to December 2025 and the interest coupon was
reduced by 2%. Trident ended the year with a diverse portfolio of
royalty assets, combined with a strong cash position to pursue future growth
opportunities.
Royalty and Offtake Transactions
The Group acquired the following royalties and offtake contracts during the
year:
· A portfolio of 7 producing gold offtake contracts from Orion
Resource Partners for US$69.75m;
· Gold offtake contract over 50% of the production from the Sugar
Zone mine in Canada for US$3.75m;
· The payment of a US$2.5m cash deposit (treated as an interest
free loan - in trade and other receivables) to secure the right to acquire an
indirect 1.5% Gross Revenue Royalty over the Sonora Lithium Project in Mexico,
through a joint venture company Sonoroy Holdings Limited in which Trident has
a 50% shareholding; and
· Following the acquisition of the gold offtake portfolio, the
Mercedes mine (which was included in one of the offtake contracts) was
disposed of by the operator. This triggered a fee payable to Trident of
US$3.7m and the Mercedes mine was removed from its obligations under the
contract.
In addition, on 9 December 2022 the Group entered into a conditional agreement
to sell several pre-production exploration stage gold royalties over assets in
Australia for cash proceeds of up to US$15.8 million. A non-material royalty
was removed from the transaction consideration reducing the previously
announced total consideration from US$15.8 million to US$15.6 million and
the transaction completed on 23 February 2023.
Statement of Financial Position
Royalty intangible assets consist of US$116.58m cost, less US$4.86m
amortisation and US$6.75m relating to the Australian gold royalties which were
reclassified as assets held for sale, resulting in a total net book value of
US$104.98m representing the Thacker Pass, Pukaqaqa, Koolyanobbing and Lincoln
projects together with the acquisitions described.
Royalty financial instruments were valued at US$7.65m representing the fair
value of the Mimbula copper project in Zambia. The royalty financial
instrument has been designated as fair value through profit and loss with the
fair value gains and losses recognised in 'revaluation of royalty financial
assets' line item in the income statement. The value at the beginning of the
financial year was US$7.46m, US$2.00m royalty income was received in the year
and a fair value increase of US$2.19m was recognised in the income statement.
Trade and other receivables totalling US$12.05m (2021: US$1.21m) includes
US$6.41m receivable from Macquarie bank relating to gold offtake trades which
settled after the year end, US$0.99m in respect of 4(th) quarter 2022 royalty
income due from Koolyanobbing and Mimbula receivable after the year-end.
Other receivables also include US$2.50m in respect of the Sonora lithium
project described above.
Trade and other payables totalling US$2.28m (2021: US$1.04m) consisted
predominantly of US$1.29m payables relating to the gold received under the
offtake contracts, which had been sold but not yet settled with the operators,
trade payables, social security and taxation and accruals with all amounts
within agreed payment terms.
At the year-end the net gold receivable amount was US$5.12m.
Deferred contingent consideration of US$0.41m represents A$0.60m contingent
payment due on the Spring Hill project based on the operator meeting certain
production targets. The amount has been treated as due > 1 year
representing managements' assessment of when the project will become
operational and the targets achieved. The Spring Hill royalty, along with the
contingent consideration obligation was sold to Franco Nevada in February
2023.
Total cash at the end of the year was US$16.58m (US$21.70m including the net
gold trading receivables) and total debt was US$40.00m.
Total net assets increased to US$104.87m during the year from US$88.07m at 31
December 2021 largely due to the gold offtake portfolio acquisition.
Statement of Comprehensive Income and EBITDA
The Group reported a gross profit of US$2.99m (2021: US$0.06m) from reported
net revenues of US$7.85m (2021: US$0.08m). The increase in net revenue was
from the new gold offtake contracts acquired in January 2022 and the return of
production at the Koolyanobbing royalty tenement. The fair value gain on the
Mimbula copper project was US$2.19m (2021: US$1.51m) predominantly due to the
payment of the minimum payment schedule in lieu of the mine currently in ramp
up and therefore not materially depreciating in value.
A profit on disposal of US$1.86m was made on amendment to one of the gold
offtake contracts - with gross proceeds of US$3.70m. The Group made a
foreign exchange loss totalling US$1.01m (2021: US$0.52m loss) mainly as a
result of the strengthening of the US dollar against the Australian dollar.
Finance charges totalled US$6.24m including US$3.77m in interest payments and
US$2.47m of amortised finance arrangement fees and other finance charges. Loss
after taxation was US$3.68m (2021: US$3.54m loss) and basic loss per share of
1.28c (2021: 2.15c).
The Group generated net revenue from its gold offtake contracts of US$6.07m
and its Koolyanobbing iron ore asset of US$1.43m (2021: US$0.08m). The
amortisation charge was US$4.86m (2021: US$0.02m) and total Group overheads of
US$4.67m (2021: US$3.74m) including US$0.47m (2021: $0.34m) non-cash
share-based payments and other charges; resulting in an operating loss of
US$1.67m (2021: US$3.68m). The gold offtakes and Koolyanobbing asset are
amortised on a units of production basis over the life of the assets depleted.
EBITDA and Adjusted EBITDA
The below table summarises EBITDA and adjusted EBITDA:
Year ended 31 December 2022 Year ended 31 December 2021
US$'000 US$'000
Loss after tax (3,684) (3,538)
Income tax (945) (863)
Amortisation 4,857 21
Finance costs net of finance income 6,002 1,707
EBITDA 6,230 (2,673)
Net foreign exchange losses 1,007 523
Income from financial instrument through profit and loss 2,000 1,500
Revaluation of royalty financial assets (2,193) (1,511)
Share-based payments charge and other non-cash items 474 396
Profit on disposal of intangible asset (1,862) -
Adjusted EBITDA 5,656 (1,765)
The following table shows total royalty receipts for the period for royalty
intangible assets, net offtake interests, disposals and financial assets:
Year ended 31 December 2022 Year ended 31 December 2021
US$'000 US$'000
Royalty interests 1,780 83
Offtake interests (net proceeds)* 6,070 -
Proceeds from Mercedes gold offtake amendment - (gross) 3,706 -
Royalties due or received from royalty financial assets 2,000 1,500
13,556 1,583
* Offtake interests
An offtake contract is a contract pursuant to which the operator agrees to
sell, and the purchaser (Trident) agrees to buy, refined gold produced from
the mine or mines over which the offtake is granted. The key commercial terms
include those relating to the amount of gold to be purchased, the duration of
the contract, and the payment terms. Trident has the right to purchase gold at
the lowest reference price in a defined quotation period, which is typically
6-8 days. The revenue from these contracts is disclosed net of the purchase
costs in the income statement. Net proceeds comprises gross offtake revenue
of US$446.1m less purchase costs of US$440.0m.
Cashflow and Borrowings
Net cash decreased in the period by US$29.06m (2021: US$38.46m increase).
Financing inflows were US$36.17m (2021: US$70.25m) from an equity fund raise
in January and the new loan facility with Macquarie Bank along with the
repayment of the Tribeca facility; of which US$60.52m (2021: US$29.07m) was
invested into acquiring those assets noted above, and US$3.53m (2021:
US$2.93m) was used in operating activities. Note that the reduction in cash
and use in operating activities includes a US$5.12m increase in net gold
trading receivables, which is a function of the gold offtake trades settling
open over the year end with Macquarie Bank. Depending on the timing and
settlement of gold trades and the payments to operators this figure fluctuates
and can be a receivable or payable item. The Group has a separate US$5.00m
short term overdraft facility with Macquarie Bank entered into on 21 March
2022, to provide funding for the gold trading receivable over the 2-day
settlement period if required. Given the cash balance on hand throughout 2022
the overdraft facility was not used.
The cash figure (excluding the net gold trading receivable) at 31 December
2022 was US$16.58m (31 December 2021: US$45.64m) with the majority held in US
dollars with HSBC Bank plc and Macquarie Bank Limited. On 10 January 2022,
Trident entered into a US$40.00m secured loan facility agreement with
Macquarie Bank, US$10m of which was used to retire the debt held with a
syndicate managed by Tribeca Investment Partners.
Taxation
During the period the Group paid nil (2021: US$0.03m) in respect of tax due.
A deferred tax asset was recognised totalling US$2.01m (2021: US$1.04m)
primarily in relation to taxable losses incurred in the Australian
subsidiary. Given the increase in activity on the Australian royalty
tenements these losses are expected to be fully utilised and accordingly have
been recognised in full; resulting in a deferred tax credit to the income
statement of US$0.68m (2021: US$0.71m).
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2022
Continuing operations Notes Year ended Year ended
31 December 2022 31 December 2021
US$'000 US$'000
Royalty and offtake related revenue 3 7,850 83
Amortisation of royalty intangible assets 12 (4,857) (21)
Gross profit 2,993 62
Administrative expenses 4 (4,667) (3,744)
Operating loss (1,674) (3,682)
Revaluation of royalty financial assets 13 2,193 1,511
Profit on disposal of intangible asset 12 1,862 -
Finance income 7 241 -
Other finance costs 8 (6,244) (1,707)
Net foreign exchange (losses)/gains (1,007) (523)
(Loss)/profit before taxation (4,629) (4,401)
Income tax 9 945 863
(Loss)/profit attributable to owners of the parent (3,684) (3,538)
Other comprehensive income
Items that may be subsequently reclassified to profit and loss:
Deferred tax 9 - -
Exchange gains on translation of foreign operations 141 29
Other comprehensive income for the period, net of tax 141 29
Total Comprehensive income attributable to owners of the parent (3,543) (3,509)
Earnings per share:
Basic and diluted earnings per share (U.S. cents) 10 (1.28) (2.15)
Consolidated Statement of Financial Position
As at 31 December 2022
Notes 31 December 2022 31 December
2021
US$'000 US$'000
Non-current assets
Royalty intangible assets 12 104,975 44,900
Royalty financial assets at fair value through profit and loss 13 7,653 7,461
Deferred tax asset 9 2,005 1,043
Total non-current assets 114,633 53,404
Current assets
Trade and other receivables 17 12,047 1,212
Assets classified as held for sale 14 6,750 -
Cash and cash equivalents 18 16,577 45,637
Current assets 35,374 46,849
Total assets 150,007 100,253
Current liabilities
Trade and other payables 19 2,277 1,039
Current tax liabilities 9 - -
Borrowings 20 7,500 10,536
Total current liabilities 9,777 11,575
Non-current liabilities
Contingent consideration 19 408 436
Borrowings 20 32,500
Derivative financial liability 20 2,452 172
Total non-current liabilities 35,360 608
Total liabilities 45,137 12,183
Net Assets 104,870 88,070
Equity attributable to owners of the parent
Share Capital 21 3,835 3,307
Share Premium 21 106,387 87,046
Share-based payments reserve 22 511 403
Foreign exchange reserve 259 118
Retained Earnings (6,122) (2,804)
Total Equity 104,870 88,070
Consolidated Statement of Changes in Equity
For the year ended 31 December 2022
Share capital Share Premium Share based payments reserve Retained earnings Total
Foreign exchange reserve
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 January 2021 1,335 23,288 63 89 734 25,509
Loss for the year - - - - (3,538) (3,538)
Other comprehensive income:
Exchange gains on translation of foreign operations - - - 29 - 29
Total comprehensive income - - - 29 (3,538) (3,509)
Transaction with owners in their capacity as owners:
Issue of share capital 1,972 66,993 - - - 68,965
Share issue costs - (3,235) - - - (3,235)
Share-based payment charge - - 340 - - 340
Total transactions with owners, recognised directly in equity - - 66,070
1,972 63,758 340
Balance at 31 December 2021 3,307 87,046 403 118 (2,804) 88,070
Loss for the year - - - - (3,684) (3,684)
Other comprehensive income:
Exchange gains on translation of foreign operations - - - 141 - 141
Total comprehensive income - - - 141 (3,684) (3,543)
Transaction with owners in their capacity as owners:
Issue of share capital 528 19,613 - - - 20,141
Share issue costs - (272) - - - (272)
Share options lapsed - - (366) - 366 -
Share-based payment charge - - 474 - - 474
Total transactions with owners, recognised directly in equity 528 19,341 108 - 366 20,343
Balance at 31 December 2022 3,835 106,387 511 259 (6,122) 104,870
Consolidated Statement of Cash Flows
for the year ended 31 December 2022
Notes Year to Year to
31 December 2022 31 December 2021
US$'000 US$'000
Cash flow from Operating Activities
(Loss)/profit before taxation (4,629) (4,401)
Revaluation of royalty financial assets 13 (2,193) (1,511)
Profit on sale of intangible asset (1,862) -
Finance income (241) -
Other finance costs 6,244 1,707
Net foreign exchange losses 1,442 523
Amortisation of royalty intangible asset 12 4,857 21
Other non-cash items - 56
Share-based payments charge 474 340
Net cash generated/(used) before changes in working capital 4,092 (3,265)
Increase in payables 1,424 684
Increase in receivables (9,048) (195)
Net cash used in operating activities before tax (3,532) (2,776)
Corporate income tax paid - (153)
Net cash used in operating activities (3,532) (2,929)
Cash flows from investing activities
Payments for acquisition of royalty intangible assets (60,518) (29,072)
Cash received from sale of intangible asset 3,528 -
Cash received from royalty financial asset 1,875 1,182
Finance income 215 -
Net cash used in investing activities (54,900) (27,890)
Cash flows from financing activities
Issue of share capital 6,438 63,489
Share issue costs and AIM listing fees (272) (3,235)
Proceeds from borrowings 20 40,000 10,000
Repayment of borrowings 20 (10,000) -
Issue costs of credit facility (1,576) -
Finance costs (4,529) (979)
Net cash generated from financing activities 30,061 69,275
Net (decrease)/increase in cash and cash equivalents during the year (28,371) 38,456
Cash at the beginning of year 45,637 6,971
Effect of foreign exchange rate on cash and cash equivalents (689) 210
Cash and cash equivalents at the end of the year 16,577 45,637
Company Statement of Financial Position
As at 31 December 2022
Notes 31 December 2022 31 December
2021
US$'000 US$'000
Non-current assets
Investment in subsidiaries 15 113 113
Royalty financial assets at fair value through profit and loss 13 7,653 7,461
Amount due from subsidiary undertakings 16 90,553 47,609
Deferred tax asset 9 221 93
Total non-current assets 98,540 55,276
Current assets
Trade and other receivables 17 4,041 1,176
Cash and cash equivalents 18 9,537 34,480
Current assets 13,578 35,656
Total assets 112,118 90,932
Current Liabilities
Trade and other payables 19 322 439
Current tax liabilities 9 - -
Current liabilities 322 439
Non-current Liabilities
Derivative financial liability 20 2,452 172
Total liabilities 2,774 611
Net Assets 109,344 90,321
Equity
Share Capital 21 3,835 3,307
Share Premium 21 106,387 87,046
Share-based payments reserve 22 511 403
Foreign exchange reserve (23) (23)
Retained Earnings (1,366) (412)
Total Equity 109,344 90,321
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 not to present the Parent Company Statement of
Comprehensive Income. The loss for the Parent Company for the year was
US$1.32m (2021: US$0.20m).
Company Statement of Changes in Equity
For the year ended 31 December 2022
Share capital Share Premium Share based payments reserve Retained earnings Total
Foreign exchange reserve
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 January 2021 1,335 23,288 63 (23) (216) 24,447
Loss for the year - - - - (196) (196)
Total comprehensive income for the year - - - - (196) (196)
Issue of share capital 1,972 66,993 - - - 68,965
Share issue costs - (3,235) - - - (3,235)
Share-based payment charge - - 340 - - 340
Total transactions with owners, recognised directly in equity - - 66,070
1,972 63,758 340
Balance at 31 December 2021 3,307 87,046 403 (23) (412) 90,321
Loss for the year - - - - (1,320) (1,320)
Total comprehensive income for the year - - - - (1,320) (1,320)
Issue of share capital 528 19,613 - - - 20,141
Share issue costs - (272) - - - (272)
Share options lapsed - - (366) - 366 -
Share-based payment charge - - 474 - - 474
Total transactions with owners, recognised directly in equity 528 19,341 108 - 366 20,343
Company Statement of Cash Flows
for the year ended 31 December 2022
Notes Year to Year to
31 December 2022 31 December 2021
US$'000 US$'000
Cash flows from Operating Activities
(Loss)/profit before taxation (1,364) (255)
Revaluation of royalty financial asset 13 (2,193) (1,511)
Finance income (113) -
Intercompany interest received (831) (510)
Other finance costs 1,694 51
Net foreign exchange losses/(gains) 127 (239)
Other non-cash items - 56
Share-based payments charge 474 340
Net cash used before changes in working capital (2,206) (2,068)
Increase in payables 86 462
Increase in receivables (2,154) (277)
Net cash used in operating activities before tax (4,274) (1,883)
Corporate income tax paid - (33)
Net cash used in operating activities (4,274) (1,916)
Cash flows from investing activities
Cash received from royalty financial asset 1,875 1,182
Finance income 113 -
Net foreign exchange gains 7 -
Finance costs - (51)
Loans granted to subsidiary undertakings (28,696) (38,589)
Loan repayments from subsidiary undertakings - 7,000
Net cash used in investing activities (26,701) (30,458)
Cash flows from financing activities
Issue of share capital 6,438 63,489
Share issue costs and AIM listing fees (272) (3,235)
Net cash generated from financing activities 6,166 60,254
Net (decrease)/increase in cash and cash equivalents during the year (24,809) 27,880
Cash at the beginning of year 34,480 6,547
Effect of foreign exchange rate on cash and cash equivalents (134) 53
Cash and cash equivalents at the end of the year 9,537 34,480
Notes to the financial statements
1. GENERAL INFORMATION
Trident Royalties plc is a company incorporated and domiciled in the United
Kingdom. The Company is a public limited company, which is listed on AIM of
the London Stock Exchange, incorporated and domiciled in England and Wales.
The address of the registered office is 6(th) Floor 60 Gracechurch Street,
London, United Kingdom, EC3V 0HR.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these
financial statements are set out below. The policies have been consistently
applied throughout the year presented, unless otherwise stated.
Basis of preparation
The Group's consolidated financial statements and the Parent Company financial
statements have been prepared in accordance with UK-adopted international
accounting standards and the requirements of the Companies Act 2006.
The financial statements have been prepared under the historical cost
convention except for financial assets at fair value through profit and loss
account and contingent consideration which are measured at fair value. The
principal accounting policies adopted are set out below. The Group financial
statements are presented in US Dollars ($) and rounded to the nearest
thousand.
The preparation of the Group financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's
accounting policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the
consolidated financial statements are explained below.
Going Concern
The financial position of the Group and cash flows as at 31 December 2022 are
set out on pages 55 and 57 of the annual report. The Group meets its
day-to-day working capital and other funding requirements with its current
cash, raised through equity placings, proceeds from the disposal of assets and
revenue from its cash generating royalties. The Group actively manages its
financial risks as set out in note 23 and operates Board-approved financial
policies, that are designed to ensure that the Group maintains an adequate
level of headroom and effectively mitigates financial risks.
On the basis of current financial projections (at least 12 months from the
date of approval of the financial statements), the Directors have a reasonable
expectation that the Group has adequate resources to continue in operational
existence, and meet its liabilities as they fall due, for the foreseeable
future. Accordingly, the Directors consider it appropriate to adopt the going
concern basis in preparing these financial statements.
Standards, interpretations and amendments to published standards not yet
effective
The Directors have considered those standards and interpretations, which have
not been applied in the financial statements, that are in issue but not yet
effective and do not consider that they will have a material impact on the
future results of the Group or Company.
Basis of consolidation
The consolidated financial statements present the results of the Company and
its subsidiaries as if they formed a single entity. Intercompany transactions
and balances between group companies are therefore eliminated in full.
At 31 December 2022, the consolidated financial statements combine those of
the Company with those of its subsidiaries. Subsidiaries are entities over
which the Group has control. Control is achieved when the Group is exposed, or
has rights, to variable returns from its involvement with the investee and has
the ability to affect those returns through its power over the investee.
Generally, there is a presumption that a majority of voting rights result in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
· The contractual arrangement with the other vote holders of the
investee;
· Rights arising from other contractual arrangements; and
· The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated from the
date that control ceases. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included in the Group
financial statements from the date the Group gains control until the date the
Group ceases to control the subsidiary.
Investments in subsidiaries are accounted for at cost less impairment within
the Company financial statements. Where necessary, adjustments are made to the
financial statements of subsidiaries to bring the accounting policies used in
line with those used by other members of the Group
Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision maker which is considered
to be the Board.
Foreign currency
Transactions entered into by Group entities in a currency other than the
currency of the primary economic environment in which they operate (their
"functional currency") are recorded at the rates ruling when the transactions
occur. Foreign currency monetary assets and liabilities are translated at
the rates ruling at the reporting date. Exchange differences arising on the
retranslation of unsettled monetary assets and liabilities are recognised
immediately in profit or loss.
Exchange gains and losses arising on the retranslation of monetary financial
assets are treated as a separate component of the change in fair value and
recognised in profit or loss. Exchange gains and losses on non-monetary OCI
financial assets form part of the overall gain or loss in OCI recognised in
respect of that financial instrument.
Translation into presentation currency
The Group presents its financial information in US Dollars (US$). The
functional currency of all the Company's subsidiaries is US$ except for TRR
Services Australia Pty Ltd which has an AUD functional currency.
· Assets and liabilities for each financial reporting date
presented (including comparatives) are translated at the closing rate of that
financial reporting period.
· Income and expenses for each income statement (including
comparatives) is translated at exchange rates at the dates of transactions.
For practical reasons, the Company applies average exchange rates for the
period.
· All resulting changes are recognised as a separate component of
equity.
· Equity items are translated at exchange rates at the dates of
transactions.
The following exchange rates were used in the retranslation of these financial
statements.
At 31 December 2022 At 31 December 2021
US$/AUD closing rate at financial reporting date 0.6806 0.7263
US$/AUD average exchange rate during the reporting period 0.6926 0.7483
Intangible assets
Royalty arrangements
Royalty arrangements which are identified and classified as intangible assets
are initially measured at cost, including any transaction costs, less
provision for impairment where required.
Upon commencement of production at the underlying mining operation intangible
assets are amortised on a units of production basis matching the depletion of
the ore body over the life of the mine. Amortisation rates are adjusted on a
prospective basis for all changes to estimates of the life of mine reserves.
Impairment
At each reporting date, the Group reviews the carrying amounts of its
intangible assets to determine whether there is any indication that those
assets are impaired. If such an indication is identified, the recoverable
amount of the asset is estimated in order to determine the extent of any
impairment. The recoverable amount is the higher of fair value (less costs of
disposal) and value in use. In assessing value in use, the estimated cash
flows are discounted to their present value using a pre-tax discount rate. If
the recoverable amount of the asset is estimated to be less than its carrying
value, the carrying amount of the asset is reduced to its recoverable amount.
An impairment loss is also recognised in the income statement. Should an
impairment loss subsequently reverse, the carrying amount of the asset is
increased to the revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that would have
been determined had no impairment been recognised. A reversal of an impairment
loss is also recognised in the income statement.
Assets held for sale
Non-current assets classified as held for sale are measured at the lower of
carrying amount and fair value less costs to sell.
Non-current assets are classified as held for sale if their carrying amount
will be recovered through a sale transaction rather than through continuing
use. This condition is regarded as met only when the sale is highly probable,
and the asset is available for immediate sale in its present condition.
Management must be committed to the sale which should be expected to qualify
for recognition as a completed sale within one year from the date of
classification.
Investments
Investment in subsidiaries are recorded at cost less provision for impairment.
Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax
Current tax is calculated at the tax rates (and laws) that have been enacted
or substantively enacted in the countries in which the Group operates by the
Statement of Financial Position date and is based on taxable profit or loss
for the year.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit or loss and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises from the
initial recognition of goodwill or from the initial recognition (other than in
a business combination) of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.
Deferred tax is calculated at the tax rates that are expected to apply in the
year when the liability is settled, or the asset is realised. Deferred tax
is charged or credited in the income statement, except when it relates to
items charged or credited directly to equity, in which case the deferred tax
is also dealt with in equity. Deferred tax assets and liabilities are offset
when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by
the same taxation authority and the Group intends to settle its current tax
assets and liabilities on a net basis.
Current and deferred tax for the year
Current and deferred tax are recognised in profit or loss, except when they
relate to items that are recognised in other comprehensive income or directly
in equity, in which case, the current and deferred tax are also recognised in
other comprehensive income or directly in equity respectively.
Share-based payments
The fair value of the employee services received in exchange for the grant of
the options is recognised as an expense. The total amount to be expensed is
determined by reference to the fair value of the options granted, excluding
the impact of any non-market service and performance vesting conditions.
Non-market vesting conditions are included in assumptions about the number of
options that are expected to vest. The total amount expensed is recognised
over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At each reporting date, the entity
revises its estimates of the number of options that are expected to vest based
on the non-market vesting conditions. It recognises the impact of the revision
to original estimates, if any, in profit and loss, with a corresponding
adjustment to equity.
Financial Instruments
Financial instruments comprise royalty financial assets, cash and cash
equivalents, borrowings, financial assets and liabilities and equity
instruments. Financial assets and financial liabilities are recognised when
the Group becomes a party to the contractual provisions of the financial
instrument and comprise trade and other receivables and trade and other
payables respectively.
Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and current and deposit
balances at banks.
Borrowings
Interest bearing debt facilities are initially recognised at fair value, net
of directly attributable transaction costs. Transaction costs are recognised
in the income statement on a straight-line basis over the term of the
facility.
Trade and other receivables
Trade and other receivables are accounted for under IFRS 9 using the expected
credit loss model and are initially recognised at fair value and subsequently
measured at amortised cost less any allowance for expected credit losses.
Royalty financial assets at fair value through profit and loss
Royalty financial assets are recognised or derecognised on completion date
where a purchase or sale of the royalty is under a contract, and are initially
measured at fair value, including transaction costs.
All of the Group's royalty financial assets have been designated as at fair
value through profit and loss ("FVTPL").
The royalty financial assets at FVTPL are measured at fair value at the end of
each reporting period, with any fair value gains or losses recognised in the
'revaluation of royalty financial assets' line item of the income statement.
Fair value is determined in the manner described in note 13.
Impairment provisions for receivables from related parties and loans to
related parties are recognised based on a forward-looking expected credit loss
model.
Trade and other payables
Trade and other payables are recognised initially at their fair value and
subsequently measured at amortised cost using the effective interest method.
Warrant liability at fair value through profit and loss
The warrant liability is initially measured at fair value, including
transaction costs. The liability is measured at fair value at the end of
each reporting period, with any gains or losses recognised as other finance
costs in the income statement. Fair value is determined by the calculation
described in note 22.
Equity instruments and reserves description
An equity instrument is any contract that evidences a residual interest in the
assets of the Company after deducting all of its liabilities. Equity
instruments issued by the Company are recorded at the proceeds received net of
direct issue costs.
Ordinary shares are classified as equity.
Deferred shares are classified as equity but have restricted rights such that
they have no economic value.
Share capital account represents the nominal value of the ordinary and
deferred shares issued.
The share premium account represents premiums received on the initial issuing
of the share capital. Any transaction costs associated with the issuing of
shares are deducted from share premium, net of any related income tax
benefits.
Share based payment reserve represents equity-settled share-based employee
remuneration until such share options are exercised.
Foreign exchange reserve represents
· differences arising on the opening net assets retranslation at a
closing rate that differs from opening rate; and
· differences arising from retranslating the income statement at
exchange rates at the dates of transactions at average rates and assets and
liabilities at the closing rate.
Retained earnings include all current and prior period results as disclosed in
the Statement of Comprehensive Income.
Revenue recognition
The revenue of the Group comprises mainly royalty income. It is measured at
the fair value of the consideration received or receivable after deducting
discounts, value added tax and other withholding tax. The royalty income
becomes receivable on extraction and sale of the relevant underlying
commodity, and by determination of the relevant royalty agreement.
Trident adopts IFRS 15 revenue from contracts with customers ("IFRS 15") -
except in the case of the offtake contract revenue. The strict legal
interpretation of IFRS 15 deems Trident to be principal in the transaction
(and not agent) and accordingly should disclose revenue and costs gross.
However, management considers that the substance of these instruments (and
revenue and cost) is such that Trident will always sell the gold within the
quotation period, does not intend to hold gold for long term trading and will
not make a gross loss. As a result of the above judgement, revenue in the
income statement is stated net. The gross revenue, and related costs, are
disclosed in note 3 - Business and Geographical Reporting.
Interest income is accrued on a time basis, by reference to the carrying value
and at the effective interest rate applicable.
Provisions
Provisions are recognised when the Group has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of
resources will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation. The Group's estimate in respect
of contingent consideration that may be payable following the acquisition of
Royalty Intangible Assets, is capitalised as an asset acquisition cost. The
value of the provision is determined by the amounts deemed payable by
management at the balance sheet date.
Critical accounting estimates and judgements
The preparation of the financial statements in conformity with IFRS requires
the use of estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the
reported amounts of expenses during the reporting period. Although these
estimates are based on management's best knowledge of the amounts, events or
actions, actual results ultimately may differ from these estimates.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Critical accounting judgements
Classification of royalty arrangements: initial recognition and subsequent
measurement
The Directors must decide whether the Group's royalty arrangements should be
classified as:
· Intangible assets in accordance with IAS 38 Intangible Assets; or
· Financial assets in accordance with IFRS 9 Financial Instruments
The Directors use the following selection criteria to identify the
characteristics which determine which accounting standard to apply to each
royalty arrangement:
Type 1 - Intangible assets: Royalties, are mainly classified as intangible
assets by the Group. The Group considers the substance of a simple royalty to
be economically similar to holding a direct interest in the underlying mineral
asset. Existence risk (the commodity physically existing in the quantity
demonstrated), production risk (that the operator can achieve production and
operate a commercially viable project), timing risk (commencement and quantity
produced, determined by the operator) and price risk (returns vary depending
on the future commodity price, driven by future supply and demand) are all
risks which the Group participates in on a similar basis to an owner of the
underlying mineral licence. Furthermore, in a royalty intangible, there is
only a right to receive cash to the extent there is production and there are
no interest payments, minimum payment obligations or means to enforce
production or guarantee repayment. These are accounted for as intangible
assets under IAS 38.
Type 2 - Financial royalty assets (royalties with additional financial
protection): In certain circumstances where the risk is considered too high,
the Group will look to introduce additional protective measures. This has
taken the form of minimum payment terms. Once an operation is in production,
these mechanisms generally fall away such that the royalty will display
identical characteristics and risk profile to the intangible royalties;
however, it is the contractual right to enforce the receipt of cash which
results in these royalties being accounted for as financial assets under IFRS
9.
Accounting classification Substance of contractual terms Accounting treatment Examples
Royalty intangible assets and offtake interests Simple royalty with · Investment is presented as an intangible asset and carried at · Koolyanobbing
cost less accumulated amortisation and any impairment provision
no right to receive cash other than through a royalty related to production
· Spring Hill
· Royalty or offtake income is recognised as revenue in the income
statement · Lake Rebecca
An offtake contract is a contract where an operator agrees to sell, and the · Intangible asset is assessed for indicators of impairment at each · Thacker Pass
purchaser agrees to buy, refined metal produced from the mine or mines over period end
which the offtake is granted. The key commercial terms include those relating · Lincoln gold
to the amount of metal to be purchased, the delivery mechanics, and the
payment terms. · WA Gold
· Sugar Zone offtake
· Equinox Gold offtake
· Allied Gold offtake
Royalty financial instruments Royalty arrangement with a contractual right to receive cash (e.g. through a · Financial asset is recognised at fair value on the balance sheet · Mimbula
minimum payment profile)
· Fair value movements taken through the income statement (FVTPL)
· Royalty income is not recognised as revenue in the income
statement and instead reduces the fair value of the asset
Going concern
The Group and Company financial statements have been prepared on a going
concern basis as the Directors have assessed the Group's and Company's ability
to continue in operational existence for the foreseeable future. The
operations are currently being funded through existing cash reserves and
royalty income.
The financial statements do not include the adjustments that would result if
the Group or Company were not to continue as a going concern. See Going
Concern section for more details.
Loans to subsidiaries
Loans to subsidiaries have a carrying value at 31 December 2022 of US$90.6m
(2021: US$47.6m). The Directors have assessed the carrying value to be equal
to fair value on the basis that the loans will be recovered from the
subsidiaries as they generate cash flow from their underlying investments in
royalty assets. In the event that the underlying value of the royalty asset
becomes impaired, and the loans are not considered to be recoverable, an
impairment charge will then be recognised in the Statement of Comprehensive
Income.
Key sources of estimation uncertainty
Assessment of fair value of royalty arrangements held at fair value
The Mimbula royalty is held at fair value. Fair value is determined based on
discounted cash flow models (and other valuation techniques) using assumptions
considered to be reasonable and consistent with those that would be applied by
a market participant. The determination of assumptions used in assessing fair
values is subjective and the use of different valuation assumptions could have
a significant impact on financial results.
In particular, expected future cash flows, which are used in discounted cash
flows models, are inherently uncertain and could materially change over time.
They are significantly affected by a number of factors including commodity
prices, exchange rate changes and reserves and resources and timing/likelihood
of mines entering production if not already generating income.
The key assumptions relating to the Group's royalty financial asset classified
as fair value through profit or loss is set out in note 13.
Impairment review of intangible assets
Intangible assets are assessed for indicators of impairment at each reporting
date with the assessment considering variables such as the production
profiles, production commissioning dates where applicable, forecast commodity
prices and guidance from the mine operators.
Where indicators are identified, the starting point for the impairment review
will be to measure the expected future cash flows expected from the royalty
arrangement should the project continue/come into production. A pre-tax
nominal discount rate is applied to the future cash flows. The discount rate
of each royalty arrangement is specific to the underlying project, making
reference to the risk-free rate of return expected on an investment with the
same time horizon as the expected mine life, together with the country risk
associated with the location of the operation. Changes in discount rate are
most sensitive to changes in the risk-free rate, country risk premiums and the
expected mine life.
The outcome of this net present value calculation is then risk weighted to
reflect management's current assessment of the overall likelihood and timing
of each project coming into production and royalty income arising. This
assessment is impacted by news flow relating to the underlying operation in
the year, in conjunction with management's assessment of the economic
viability of the project based on commodity price projections.
Amortisation
The Group's amortisation policy is based on a depletion method using units of
production. Management regularly review the life of its assets, the
amortisation rates and methodology, and amortisation rates may be adjusted for
changes to the estimates.
3. BUSINESS AND GEOGRAPHICAL REPORTING
The Group's chief operating decision maker is considered to be the Executive
Board. The Executive Board evaluates the financial performance of the Group
by reference to its diversified portfolio - split between precious, bulk,
battery and base metal assets - its reportable segments.
The following individual royalty arrangements are aggregated into the
reportable segments:
Precious: Lake Rebecca, Spring Hill, Lincoln Gold Mine, Western Australia
gold, Gold Offtake Contracts
Bulk: Koolyanobbing
Battery Metals: Thacker Pass
Base: Mimbula, Pukaqaqa
Below is a summary of the Group's results, assets and liabilities by
reportable segment as presented to the Executive Board. Operating
profit/(loss) is stated before revaluation of royalty financial instruments,
one off costs, finance income and expense foreign exchange gains and taxation.
Segmental information as at 31 December 2022:
Precious Bulk Base Other Total
Battery metals
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Royalty related revenue 6,418 1,432 - - - 7,850
Amortisation of royalty intangible assets (3,796) (1,061) - - (4,857)
-
Gross profit 2,622 371 - - - 2,993
Operating expenses - - - - (4,667) (4,667)
Total segment operating profit/(loss) 2,622 371 - - (4,667) (1,674)
Total segment assets 84,381 2,445 28,234 11,714 23,233 150,007
Total segment liabilities (41,730) - - - (3,956) (45,686)
As at 31 December 2022 the Group was receiving royalty income from the Gold
Offtake portfolio and Lincoln gold (precious segment), Koolyanobbing (bulk
segment) and Mimbula (base segment) which is accounted for as a financial
asset (see note 13). A fair value gain of US$2.2m (2021: US$1.5m) was
recognised in the base segment. US$6.1m of the Precious revenue relates to net
proceeds from gold offtake contracts - gross revenue was US$446.1m with
US$440.0m costs.
Segmental information as at 31 December 2021:
Precious Bulk Battery metals Base Other Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Royalty related revenue - 83 - - - 83
Amortisation of royalty intangible assets - (21) - - - (21)
Gross profit - 62 - - - 62
Operating expenses - - - - (3,744) (3,744)
Total segment operating result - 62 - - (3,744) (3,682)
Total segment assets 9,869 3,722 28,234 10,535 47,893 100,253
Total segment liabilities 436 - - - 11,747 12,183
4. EXPENSES BY NATURE
Year ended 31 December 2022 Year ended 31 December 2021
US$'000 US$'000
Employee benefit expense (note 6) 2,472 2,093
Share based payments 474 340
Legal and professional 1068 788
Other operating expenses 653 523
Total operating expenses 4,667 3,744
5. AUDITOR REMUNERATION
During the year the Company obtained the following services from the auditor:
Year ended 31 December 2022 Year ended 31 December 2021
US$'000 US$'000
Fees payable to the auditor for the audit of the Company 69 62
Total auditor's remuneration 69 62
Other assurance services pursuant to legislation - 6
Details of the Company's policy on the use of auditors for non-audit services,
the reasons why the auditor was used rather than another supplier and how the
auditor's independence and objectivity are safeguarded are set out in the
Audit Committee Report.
6. EMPLOYEE BENEFIT EXPENSE
Group Company Group Company
Year ended 31 December 2022 Year ended 31 December 2022 Year ended 31 December 2021 Year ended 31 December 2021
US$'000 US$'000 US$'000 US$'000
Directors' salary and fees 1,185 585 899 447
Employee costs 1,103 455 1,011 358
Social security costs 184 90 183 85
Total employee benefit expense 2,472 1,130 2,903 890
All the wages and salaries were paid to the Directors and senior management.
There were no employees in the year other than the Directors and senior
management. Further disclosures in respect of Directors' remuneration are
included within the Directors' Remuneration Report. The average number of
employees (including Directors) during the year was 9 (2021: 8).
7. FINANCE INCOME
Year ended 31 December 2022 Year ended 31 December 2021
US$'000 US$'000
Interest from bank deposits 241 -
241 -
8. FINANCE EXPENSE
Year ended 31 December 2022 Year ended 31 December 2021
US$'000 US$'000
Interest paid 3,774 801
Amortisation of financing costs (including warrant charge) 2,220 906
Other finance charges 250 -
6,244 1,707
9. INCOME TAX
Year ended 31 December Year ended 31 December 2021
2022 US$'000
US$'000
Analysis of charge for year:
United Kingdom corporation tax - -
Overseas taxation 84 -
Adjustments in respect of prior years - 2
Current tax expense 84 2
Deferred tax credit in current year (1,317) (914)
Adjustments in respect of prior years 318 49
Effect of changes in tax rates (30) -
Deferred tax (1,028) (865)
Income tax credit (945) (863)
Year ended 31 December 2022 Year ended 31 December 2021
US$'000 US$'000
Factors affecting the tax charge for the year:
Profit/(loss) before taxation (4,629) (4,401)
Tax on result calculated at UK Corporation tax of 19% (2019: 19%) (880) (836)
Tax effects of:
Items non-taxable/deductible for tax purposes:
Non-deductible expenses 107 87
Non-taxable income - 157
Temporary and other differences:
Foreign tax credits 83 -
Effect of differences between local and UK tax rates (420) (257)
Prior year adjustment to current and deferred tax 319 51
Deferred tax not recognised (27) 37
Remeasurement of deferred tax for changes in tax rates (127) -
Other adjustments - (102)
Income tax (945) (863)
The Group is subject to taxation in United Kingdom, USA and Australia with
applicable tax rates of 25.00%, 21.00% and 30.00% respectively. The Group does
not have any unresolved tax matters or disputes with the tax authorities in
the jurisdictions in which it operates.
DEFERRED TAXATION
The following are the deferred tax assets and liabilities recognised by the
Group and the movements during the year:
Group Tax losses Other Total
US$000 US$000 US$000
At 1 January 2021 220 (10) 210
Credit/(charge) to income statement 1,262 (397) 865
Exchange differences - (32) (32)
31 December 2021 1,482 (439) 1,043
Credit/(charge) to income statement 1,317 (289) 1,028
Exchange differences - (66) (66)
At 31 December 2022 1,317 (355) 2,005
The deferred tax asset predominantly relates to losses incurred in the
Australian subsidiary (as partially offset by accelerated capital
allowances). Based on forecast future cashflows on those royalty assets held
by the Australian subsidiary these losses are expected to be fully utilised,
accordingly the deferred tax asset has been recognised in full.
Company Tax losses Other Total
US$000 US$000 US$000
At 1 January 2021 - 29 29
Credit to income statement - 64 64
At 31 December 2021 - 93 93
Credit to income statement 98 30 128
At 31 December 2022 98 123 221
10. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the loss attributable to
equity holders of the Company by the weighted average number of ordinary
shares in issue during the period.
NET (LOSS)/PROFIT ATTRIBUTABLE TO SHAREHOLDERS Year ended 31 December Year ended 31 December 2021
2022 US$'000
US$'000
Loss (3,684) (3,538)
The weighted average number of shares in issue for the purpose of calculating
basic and diluted earnings per share and basic and diluted adjusted earnings
per share are as follows:
WEIGHTED AVERAGE NUMBER OF SHARES IN ISSUE 2022 2021
Basic number of shares outstanding 288,853,068 164,638,648
Dilutive effect of Employee Share Option Scheme - -
Diluted number of shares outstanding 288,853,068 164,638,648
Earnings per share - basic (1.28) c (2.15) c
Earnings per share - diluted (1.28) c (2.15) c
The Company has outstanding warrants and options as disclosed under Note 22
which may be dilutive in future periods. The effect in respect of the
current year would have been anti-dilutive (reducing the loss per share) and
accordingly is not presented.
In addition, the effect of the issue of ordinary shares shortly after year
end, would also have been anti-dilutive, and accordingly is not considered.
The issue, however, may be dilutive in future periods.
11. DIVIDENDS
There were no dividends paid or proposed by the Company in either period.
12. ROYALTY INTANGIBLE ASSETS
Group Royalty Offtake Total
Interests Interests US$'000
US$000s US$000s
Cost
At 1 January 2021 12,346 - 12,346
Acquisitions 34,606 - 34,606
Exchange differences (785) - (785)
At 31 December 2021 46,167 - 46,167
Acquisitions - 74,018 74,018
Disposals - (1,833) (1,833)
Reclassified as assets held for sale (6,750) - (6,750)
Exchange differences (768) - (768)
At 31 December 2022 38,649 72,185 110,834
Accumulated Amortisation
At 1 January 2021 (1,328) - (1,328)
Amortisation (21) - (21)
Exchange differences 82 - 82
At 31 December 2021 (1,267) - (1,267)
Amortisation (1,061) (3,795) (4,611)
Disposal - 166 166
Exchange differences 98 - 98
At 31 December 2022 (2,230) (3,629) (5,614)
Net book value at 31 December 2021 44,900 - 44,900
Net book value at 31 December 2022 36,419 68,556 104,975
Amortisation
Amortisation is charged on a units of production basis (over initial estimated
reserves) on those assets in production. In the case of Koolyanobbing it is
estimated that circa 52% (2021:70%) of the original acquired reserve remains.
Acquisitions
Gold Offtake Portfolio
On 11 January 2022 the Group completed the acquisition of a portfolio of gold
offtake contracts from funds managed by Orion Resource Partners for total
consideration of US$69.75m of which US$60.00m was payable in cash and US$9.75m
in new ordinary shares.
On 23 March 2022 the Group completed the acquisition of a gold offtake
contract over the Sugar Zone Mine in Canada from funds managed by Orion
Resource Partners for total consideration of US$3.75m payable in new ordinary
shares.
Sonora Lithium Project
On 27 January 2022, the Group entered into an agreement to acquire, subject to
certain conditions, an indirect 1.5% Gross Royalty over the Sonora Lithium
Project in Mexico, through a joint venture company called Sonoroy Holdings
Limited ("Sonoroy"). Sonoroy holds a 3.0% Gross Royalty over the project. The
transaction was structured so as to result in Trident holding a 50%
shareholding in Sonoroy in consideration of an initial deposit of US$2.5m and
a further payment, at Trident's sole election, of US$23.5m. The second payment
is due on or before 31 January 2025. If Trident elects to withdraw from the
joint venture, its initial deposit is to be returned. As such, the initial
deposit is treated as an interest free loan and included in trade and other
receivables.
Disposals
On 14 April 2022, the Group reached an agreement with Equinox Gold Corp
("Equinox") following the sale of the Mercedes gold mine in Mexico by Equinox
to Bear Creek Mining Corporation. Under the terms of the gold offtake
contract (which was part of the portfolio acquisition described above) the
sale of the mine triggered a payment from Equinox to Trident of US$3.75m and
the mine was removed from the offtake contract. The payment was received on
22 April 2022. The agreement resulted in a profit on disposal of US$1.86m.
Reclassified as assets held for sale
In December 2022 the Group agreed to sell certain pre-production gold
royalties. As the sale had not been completed at 31 December 2022 these
royalties were re-classified to assets held for sale. See note 14 for further
information.
13. ROYALTY FINANCIAL ASSETS
In July 2020 the Group acquired the Mimbula Royalty from Moxico Resources plc
a staged GRR over production from the operating Mimbula copper mine and
associated stockpiles located in Zambia's prolific Copperbelt Province. The
GRR was acquired for cash consideration of US$5.00m. Trident is entitled to
royalty payments on production which commenced on 1 July 2020 and extend in
perpetuity. This royalty asset is classified as FVTPL.
Trident will receive either a Minimum Payment ("MP") or royalty payment,
whichever is higher until June 2023. Thereafter, Trident will only receive
royalty payments. The royalty payments are calculated as a percentage of the
gross revenue derived from sale of finished copper and copper concentrate. Per
the terms of the agreement, the royalty percentage is calculated as follows:
a. During the MP period, 1.25% of gross revenue;
b. During the period commencing on the day after the expiry of MP period
and ending on the date on which royalty payments have been made to Trident in
respect of a total aggregate quantity of no less than 575,000 tonnes of copper
cathode or other finished copper product, 0.3% of gross revenue; and
c. during the period commencing on the day after the expiry of the MP
period and continuing for the duration of the agreement, 0.2% of gross
revenue.
Group and Company
Fair Value 2021
2022 US$'000
US$'000
At 1 January 7,461 7,453
Royalties due or received (2,000) (1,503)
Revaluation of royalty financial asset recognised in profit or loss 2,192 1,511
At 31 December 7,653 7,461
As at 31 December 2022 the Group determined the fair value of Mimbula by
calculating the discounted future cash flows of the royalty with a 12% pre-tax
nominal discount rate, resulting in a valuation of US$7.65m (2021:
US$7.46m). This results in a fair value gain in the income statement of
US$2.19m (2021: US$1.51m). The key input assumptions are discount rate and
commodity price.
If the discount rate used were to increase or decrease by 2% the valuation
effect would be a US$0.59m (2021: US$0.39m) reduction and a US$0.68m (2021:
US$0.43m) increase, respectively.
If the commodity price used was to increase or decrease by 10% the valuation
effect would be a US$0.62m (2021: US$0.5m) increase and a US$0.62m (2021:
US$0.1m) reduction, respectively.
14. ASSETS HELD FOR SALE
Group 2021
2022 US$'000
US$'000
At 1 January - -
Royalty intangible assets reclassified as held for sale 6,750 -
At 31 December 6,750 -
In December 2022 the Group agreed to sell its pre-production gold royalties
over Lake Rebecca, Spring Hill and four other projects acquired as a portfolio
from Talga Resources to Franco-Nevada in exchange for cash proceeds of up to
US$15.8 million. One early-stage royalty was removed from the portfolio prior
to closing and the transactions proceeds were adjusted to be up to US$15.6
million. The sale of these investments was completed in February 2023. See
note 26 for further information.
There were no assets held for sale in the Company (FY2021: nil)
15. INVESTMENTS IN SUBSIDIARIES
Company US$'000
Cost
At 31 December 2021 and 1 January 2022 113
Investment in subsidiary -
At 31 December 2022 113
As at 31 December 2022 the Company held interests in the following subsidiary
and joint venture companies:
Country of registration Proportion held
Company Registered Office Nature of business
TRR Services, LLC USA 100% 7233 S.Kellerman Way, Aurora, CO 80016 Service company
TRR Services Australia Pty Limited Australia 100% Service company
Floor 2, 44A Kings Park Road, West Perth, WA 6005
TRR Services Schweiz AG Switzerland 100% Service company
Grafenauweg 8, 6300 Zug
TRR Services UK Ltd United Kingdom 6th Floor 60 Gracechurch Street, London, United Kingdom, EC3V 0HR Service company
100%
TRR Holdings LLC USA 100% 251 Little Falls Drive, Wilmington, DE 19808 Service company
TRR Offtakes LLC USA 100% 251 Little Falls Drive, Wilmington, DE 19808 Service company
Tiomin Peru S.A.C Peru 100% Parque las Leyendas MZA, 13 Lote,°902A Al Costado de Metro De La Av La Dormant
Marina, Lima, Peru
TRR Sonora Limited United Kingdom 100% 6th Floor 60 Gracechurch Street, London, United Kingdom, EC3V 0HR Dormant
Sonoroy Holdings Limited United Kingdom 50% Lynton House 7-12 Tavistock Square, London, England, WC1H 9BQ Dormant
16. AMOUNT DUE FROM SUBSIDIARY UNDERTAKINGS
Company 2022 2021
US$'000 US$'000
Loans and contributions to subsidiaries 90,553 47,609
90,553 47,609
During the year ended 31 December 2022 the maximum amount owed by the
subsidiaries to the Parent Company was US$90.6m (2021: US$47.6). The related
party loans are unsecured, repayable upon demand and have a 6% interest rate
where applicable. The fair value of loans to subsidiaries is the same as their
carrying values stated above.
17. TRADE AND OTHER RECEIVABLES
Group Company Group Company
2022 2022 2021 2021
US$'000 US$'000 US$'000 US$'000
Trade receivables 9,938 3,015 - -
Prepayments and accrued income 2,043 989 1,040 1,033
Current tax asset 29 - 29 -
Indirect taxes recoverable 37 37 143 143
12,047 4,041 1,212 1,176
Due to the short-term nature of the current receivables, their carrying amount
is considered to be approximate to their fair value.
18. CASH AND CASH EQUIVALENTS
Group Company Group Company
2022 2022 2021 2021
US$'000 US$'000 US$'000 US$'000
Cash at bank and on hand 16,577 9,537 45,637 34,480
All of the Company's cash and cash equivalents are held in accounts which bear
interest at floating rates and the Directors consider their carrying amount
approximates to their fair value. Details of the credit risk associated with
cash and cash equivalents is set out in note 23.
19. TRADE AND OTHER PAYABLES
Group Company Group Company
2022 2022 2021 2021
US$'000 US$'000 US$'000 US$'000
Trade payables 1,556 85 203 199
Other taxation and social security 113 - 49 -
Accrued expenses 608 237 787 240
2,277 322 1,039 439
Trade payables and accruals principally comprise amounts outstanding for trade
purchases and ongoing costs. The Company has financial risk management
policies in place to ensure that all payables are paid within the pre-agreed
credit terms. The Directors consider that the carrying amount of trade
payables approximates to their fair value.
CONTINGENT CONSIDERATION
Group US$'000
At 31 December 2021 436
Exchange differences (28)
At 31 December 2022 408
Contingent consideration relates to the acquisition of the Spring Hill
royalty. A total of A$600k remains payable to the vendor on the operator
meeting certain production milestones. The above amount is managements
estimate of the amounts due assuming the operation meets those production
limits that trigger payment of the additional consideration. The amount is
discounted and expected to fall due after more than one year.
On 23 February 2023 the Spring Hill royalty was sold see note 26 for more
details.
20. BORROWINGS
Group 2022 2021
US$'000 US$'000
At 1 January 10,536 -
Secured loan facility at amortised cost 40,000 10,000
Repayment of debt facility (10,536) -
Accrued finance charges - 536
At 31 December 40,000 10,536
On 1 July 2021 the Group entered into a US$10m secured loan facility agreement
with a syndicate managed by Tribeca Investment Partners. The Facility was
drawdown on 3 August 2021.
The facility had an initial term of 1 year from drawdown, with an option to
extend for a further year subject to certain conditions. The facility had a
coupon of 10% plus Libor per annum. On 6 January 2022 the Tribeca loan
facility was repaid in full including redemption interest to ensure a minimum
cash return of 7%, which was accrued in full. All associated finance and
arrangement costs were expensed in the year.
On 10 January 2022, a new fully secured US$40m loan facility was entered into
with Macquarie Bank Limited. The facility has a 3-year term and interest is
charged at 7.75% plus SOFR. On 23 February 2023, the facility was
restructured, with a one-year extension to December 2025 and a reduction in
the coupon to 5.75% plus SOFR (subject to maintaining certain leverage
ratios).
Maturity analysis
Group 2022 2021
US$'000 US$'000
Amounts due within one year 7,500 10,536
Amounts due after more than one year 32,500 -
40,000 10,536
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
Group 2022 2021
US$'000 US$'000
Cash and cash equivalents 16,577 45,637
Borrowings (40,000) (10,536)
Net debt (23,423) 35,101
Net (decrease)/increase in cash and cash equivalents in the year (28,371) 38,456
Cash inflow from increase in borrowings (29,464) (10,000)
Other non-cash changes - (536)
Exchange differences (689) 210
Change in net debt resulting from cash flows (58,524) 28,130
Net debt at the start of the year 35,101 6,971
Net debt at the end of the year (23,423) 35,101
The net gold receivable amount of US$5.12m is not included in the net debt
reconciliation shown above.
WARRANT LIABILITY
As part of the Tribeca facility, 3,500,000 share warrants to subscribe for
shares in the Company were issued exercisable at £0.5166 per share ('Tribeca
Warrants'). The Tribeca Warrants were exercisable immediately on issue and
will expire 24-months from drawdown. As the US$ value of the Tribeca Warrant
exercise price is a variable amount they have been treated as a derivative
financial liability and are classified as fair value through profit and loss.
The inputs used to calculate the fair value of the Warrants on initial
recognition is shown in note 22.
As part of the Macquarie facility, 14,840,517 share warrants to subscribe for
shares in the Company were issued exercisable at £0.51 per share ('Macquarie
Warrants'). The Macquarie Warrants were exercisable immediately on issue and
will expire 36-months from drawdown. As the US$ value of the Macquarie
Warrant exercise price is a variable amount they have been treated as a
derivative financial liability and are classified as fair value through profit
and loss. The inputs used to calculate the fair value of the Warrants on
initial recognition is shown in note 22.
Group and Company
Fair Value US$'000
At 1 January 2022 172
Fair value of Macquarie Warrants on initial recognition 879
Revaluation of derivative financial asset recognised in profit or loss 1,401
At 31 December 2022 2,452
21. SHARE CAPITAL AND SHARE PREMIUM
Group and Company Number of ordinary shares of 1p Number of deferred shares of 1p Share Share
capital premium
US$'000 US$'000
At 1 January 2021 105,362,556 - 1,335 23,288
Share issue - placing 134,181,943 - 1,806 61,683
Share issue - royalty acquisitions 11,939,806 - 164 5,256
Share issue - non-executive directors' fees 108,108 - 2 54
Share issue expenses - - - (3,235)
At 31 December 2021 251,592,413 - 3,307 87,046
Share issue - placing 13,118,057 - 179 6,259
Share issue - royalty acquisitions 26,013,903 - 344 13,156
Share issue - to employees and directors 406,227 - 5 198
Share issue expenses - - - (272)
At 31 December 2022 291,130,600 - 3,835 106,387
Share issues during the year:
On 11 January 2022, 13,118,057 ordinary shares were issued for cash at 36p per
share.
On 11 January 2022, 20,471,151 ordinary shares were issued at 36p as part of
the part of the consideration for the gold offtake stream portfolio.
On 17 January 2022, of the 406,227 shares issued, including 126,070 ordinary
shares issued at 37.02p per shares to the non-executive directors of the
Company in lieu of directors fees.
On 23 March 2022, 5,542,752 ordinary shares were issued at 51.43p as
consideration for the acquisition of the Sugar Zone gold offtake stream.
Shares issued subsequent to the year-end
On 17 January 2023, 174,366 ordinary shares were issued at 48.84p per shares
to the non-executive directors of the Company in lieu of directors fees.
22. SHARE BASED PAYMENTS
Share options
During 2022 and the previous year share options were granted to Directors and
Senior Management of the Company. Under IFRS 2 "Share-based Payments", the
Company considers these to be equity settled share-based payments and
determines the fair value of the options issued to Directors and employees as
remuneration and recognises the amount as an expense in the statement of
income with a corresponding increase in equity.
At 31 December 2022, the Company had outstanding options to subscribe for
Ordinary shares as follows:
Option exercise price Expiry date Vesting date Fair value of individual option At 01/01/2022 expired or At 31/12/2022
lapsed
Issued
£0.2000 02/06/2030 02/06/2021 £0.0630 1,041,666 - 1,041,666
£0.2400 02/06/2030 02/06/2022 £0.0608 1,041,667 - 1,041,667
£0.2800 02/06/2030 02/06/2023 £0.0605 1,041,667 - 1,041,667
£0.2965 20/12/2030 20/12/2022 £0.1260 533,334 (333,333) 200,001
£0.3558 20/12/2030 20/12/2023 £0.1180 533,333 (333,333) 200,000
£0.4551 20/12/2030 20/12/2024 £0.1060 533,333 (333,334) 199,999
£0.3700 20/04/2028 20/12/2024 £0.1068 610,000 (100,000) 510,000
£0.4000 17/06/2022 18/06/2021 £0.0720 2,500,000 (2,500,000) -
£0.5000 01/02/2029 01/02/2023 £0.1010 - 1,600,000 (320,000) 1,280,000
£0.5000 01/02/2029 31/12/2023 £0.0910 - 1,600,000 (320,000) 1,280,000
£0.5000 01/02/2029 31/12/2024 £0.0830 - 1,600,000 (320,000) 1,280,000
£0.5000 01/02/2029 31/12/2025 £0.0740 - 1,600,000 (320,000) 1,280,000
£0.5000 01/02/2029 31/12/2026 £0.0650 - 1,600,000 (320,000) 1,280,000
£0.5000 20/09/2029 20/09/2023 £0.1690 - 320,000 - 320,000
£0.5000 20/09/2029 31/12/2023 £0.1610 - 320,000 - 320,000
£0.5000 20/09/2029 31/12/2024 £0.1510 - 320,000 - 320,000
£0.5000 20/09/2029 31/12/2025 £0.1440 - 320,000 - 320,000
£0.5000 20/09/2029 31/12/2026 £0.1310 - 320,000 - 320,000
7,835,000 9,600,000 (5,200,000) 12,235,000
For the year ended 31 December 2022 the share options granted are subject to
two vesting conditions. The options vest upon the occurrence of both the
earliest vesting date and upon the remuneration committee determining the
Hurdle volume-weighted average price less the total dividend per share
(excluding any tax credit) ("VWAP") has been achieved for at least a period of
365 days consecutively at any time between the grant date to the seventh
anniversary of the grant date ("Performance Period"). There are five hurdles
and subsequent vesting dates, with 20% of the total options granted vesting
once these are achieved.
The fair value of the share options was determined using a Monte Carlo model
that can simulate a range of possible outcomes. The Monte Carlo model uses a
normal distribution of outcomes and is capable of capturing the market-based
performance conditions which should be included in the option fair value, by
allowing the simulation of daily VWAP share price. The Monte Carlo model used
the following inputs:
Grant date 1 February 2022 20 September 2022
Weighted average share price on date of grant £0.409 £0.497
Exercise price £0.50 £0.50
Expected volatility,% 36% 36%
Expected dividend growth rate,% 0% 0%
Risk-free interest rate (5-year bond),% 1.29% 3.24%
For the year ended 31 December 2021 the following information is relevant in
the determination of the fair value of options granted using the Black Scholes
model:
Grant date 20 April 2021 18 June 2021
Option exercise price £0.37 £0.40
Fair value of one option, £ 0.1068 0.072
Option pricing model used Black Scholes Black Scholes
Weighted average share price at grant date, £ 0.36 0.40
Weighted average contractual life, years 8 1
Expected volatility,% 45% 45%
Expected dividend growth rate,% 0% 0%
Risk-free interest rate (5-year bond),% 0.29% 0.29%
Share-based remuneration expense related to the share options granted is
included in the administration expenses line in the consolidated income
statement in the amount of US$0.47m (31/12/2021: US$0.34m). Volatility was
determined by reference to historic share price data and comparison to peer
groups where historic data is limited to a short time period.
Share warrants
On 11 January 2022, 14,840,517 share warrants to subscribe for shares in the
Company were issued to Macquarie Bank Limited. See note 20 for further
information.
Warrant exercise price £0.51
Fair value of one option, £ 0.044
Option pricing model used Black Scholes
Weighted average share price at grant date, £ 0.352
Weighted average contractual life, years 3
Expected volatility,% 35%
Expected dividend growth rate,% 0%
Risk-free interest rate (5-year bond),% 0.73%
The fair value on initial recognition of the warrants was US$879,000.
On 3 August 2021, 3,500,000 share warrants to subscribe for shares in the
Company were issued to Tribeca.
The following information is relevant in the determination of the fair value
of the Warrants on initial recognition:
Warrant exercise price £0.5166
Fair value of one option, £ 0.052
Black Scholes
Option pricing model used
Weighted average share price at grant date, £ 0.3974
Weighted average contractual life, years 2
Expected volatility,% 35%
0%
Expected dividend growth rate,%
Risk-free interest rate (5-year bond),% 0.29%
The fair value on initial recognition of the warrants was US$181,000.
23. FINANCIAL RISK MANAGEMENT
The Group's activities expose it to a variety of financial risks which result
from its operating and investing activities; market risk (foreign currency
exchange risk and commodity price risk), liquidity risk, capital risk and
credit risk. These risks are mitigated wherever possible by the Group's
financial management policies and practices described below. The Group's
financial risk management is carried out by the finance team led by the Chief
Financial Officer and under policies approved by the Board. Group finance
identifies, evaluates and mitigates financial risks in close co-operation with
the Group's senior management team.
Capital risk
The Group's objectives when managing capital are:
· to safeguard the Group's ability to continue as a
going concern, so that it continues to provide returns and benefits for
shareholders;
· to support the Group's growth; and
· to provide capital for the purpose of
strengthening the Group's risk management capability
The Group actively and regularly reviews and manages its capital structure to
ensure an optimal capital structure and equity holder returns, taking into
consideration the future capital requirements of the Group and capital
efficiency, prevailing and projected profitability, projected operating cash
flows, projected capital expenditures and projected strategic investment
opportunities. Management regards total equity as capital and reserves, for
capital management purposes. The Group is not subject to externally imposed
capital requirements.
Commodity price risk
The royalty portfolio exposes the Group to commodity price risk through
fluctuations in commodity prices of its royalty investments particularly the
prices of iron ore, gold and copper. The Board consider that the strategy of
the Group to build a diversified portfolio of royalty assets that mirrors the
global natural resources sector is sufficient mitigation with regard to the
exposure to commodity price risk. Prior to committing to royalty
acquisitions the Board obtain independent price forecasts to ensure that such
investments are priced in accordance with consensus pricing. The Group does
not hedge against commodity price movements
Credit risk
Credit risk refers to the risk that the Group's financial assets will be
impaired by the default of a third party (being non-payment within the agreed
credit terms). The Group is exposed to credit risk primarily on its cash and
cash equivalent balances as set out in note 18 and on its trade and other
receivable balances as set out in note 17. The Group's credit risk is
primarily attributable to its other receivables, being royalty receivables. It
is the policy of the Group to present the amounts in the balance sheet net of
allowances for doubtful receivables, estimated by the Group's management based
on prior experience and the current economic environment. In certain cases,
the Group has the right to audit the reported royalty income.
For banks and financial institutions, only parties with a minimum credit
rating of BBB are accepted. The majority of cash is held with HSBC Bank plc in
the UK and household names in the US and Australia.
The Directors have considered the credit exposures and do not consider that
they pose a material risk at the present time. The credit risk for cash and
cash equivalents is managed by ensuring that all surplus funds are deposited
only with financial institutions with high quality credit ratings. There are
currently no expected credit losses.
Liquidity risk
Liquidity risk relates to the ability of the Group to meet future obligations
and financial liabilities as and when they fall due. The Group currently has
sufficient cash resources to pay the trade and other payables and contingent
consideration when they fall due.
Future expected payments
Group 2022 2021
US$'000 US$'000
Trade and other payables within one year 2,277 1,039
Current tax liabilities within one year - -
Contingent consideration due > one year 408 436
Borrowings due within one year 7,500 10,536
Borrowings due > one year 32,500 -
The $40m of borrowings, as at 31 December 2022 was restructured in February
2023, with the first repayment not due until mid-2024. The Group has
sufficient resources to service the borrowings and meet related financial
covenants.
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from currency exposures,
primarily with respect to the United States Dollar, British Pound (GBP) and
the Australian Dollar.
The following table highlights the major currencies the Group operates in and
the movements against the US Dollar during the course of the year:
Average rate
Reporting spot rate
2022 2021 2022 2021
Movement Movement
British Pound 1.23 1.37 (0.14) 1.21 1.35 (0.14)
Australian Dollar 0.69 0.75 (0.06) 0.68 0.73 (0.05)
The Group's exposure to foreign currency risk based on US Dollar equivalent
carrying amounts of monetary items at the reported date:
2022
US$'000 2021
US$'000
US$ GBP US$ GBP
Other Other
Cash and cash equivalents 15,383 280 914 44,496 852 289
Trade and other receivables 9,436 - 486 375 - 7
Trade and other payables (1,585) (321) (259) (238) (438) (314)
Contingent consideration - - (408) - - (436)
Net exposure 23,234 (41) 733 44,633 414 (454)
The royalty financial asset is denominated in US dollar.
The Group does not hedge against foreign exchange movements.
Exchange rate sensitivity
The Group is mainly exposed to foreign exchange risk on the cash balances and
trade and other payables denominated in currencies other than US$ as detailed
above. A +/- 10% change in the USD:GBP and USD:AUD rate and the impact of a
+/- 10% change on the exchange rates on the translation of foreign
subsidiaries into the Group's presentation currency would result in the
following changes:
2021
2022 US$'000
US$'000
Profit/(loss) Profit/(loss) Equity
Equity
British Pound (32) - (99) -
Australian Dollar 145 314 265 183
24. FINANCIAL INSTRUMENTS
The Group and Company held the following investments in financial instruments:
Group Company Group Company
2022 2022 2021 2021
US$'000 US$'000 US$'000 US$'000
Fair value through profit and loss
Royalty financial assets 7,653 7,653 7,461 7,461
Cash and cash equivalents 16,577 9,537 45,637 34,480
Financial assets at amortised cost
Trade and other receivables 9,922 93,553 381 47,984
Financial liabilities at amortised cost
Trade and other payables 2,165 321 990 439
Contingent consideration 408 - 436 -
Borrowings 40,000 - 10,536 -
Financial liabilities at fair value through profit and loss
Warrant liability 2,452 2,452 172 172
Trade and other receivables and trade and other payables excludes all amounts
considered to be statutory arrangements (such as VAT recoverable and
corporation tax) and prepayments.
Fair value hierarchy
The Group and Company only has one asset that is measured at fair value - the
Mimbula investment that is recognised as a royalty financial asset at fair
value through profit and loss totalling US$7.65m (2021: US$7.46m). The asset
is deemed to be a level 3 asset under the fair value hierarchy criteria - some
of the inputs for the fair value determination are not based on observable
market data (mainly private resource data).
25. RELATED PARTY TRANSACTIONS
Paul Smith the non-executive Chairman provided US$0.5m of the US$10.0m loan
facility syndicated by Tribeca Investment Partners which was repaid in January
2022. Paul Smith also received 175,000 warrants, which were issued in
connection with the US$10.0m loan facility, as disclosed in note 22.
Paul Smith, Al Gourley, Adam Davidson and Helen Pein, agreed to subscribe for
new ordinary shares in December 2021 in the conditional placing on 20 December
2021, which was completed on 11 January 2022, for 839,842 ordinary
shares,1,035,000 ordinary shares, 52,490 ordinary shares and 69,444 ordinary
shares respectively at a price of 36 pence per ordinary share.
During the year legal fees totalling US$0.33m (2021: US$0.18m) to Fasken
Martineau DuMoulin LLP ("Fasken") and its worldwide affiliates. Fasken is a
legal firm in which Al Gourley is a senior partner.
During the year the Group paid US$0.01m to Bacchus Capital Advisers Limited,
for the provision of office space and meeting facilities. Bacchus Capital
Advisers Limited is a company controlled by Peter Bacchus.
There are no other related party transactions, or transactions with Directors
that require disclosure except for the remuneration items disclosed in note 6.
The disclosures in note 6 include the compensation of key management personnel
as all employees are considered to be key. The Company's related parties
consist of its subsidiaries and the transactions and amounts due from them are
disclosed in note 15.
26. EVENTS OCCURING AFTER THE REPORTING DATE
On 17 January 2023, 174,366 ordinary shares were issued at 48.84p per shares
to the non-executive directors of the Company in lieu of directors fees.
On 23 February 2023 the Company completed the sale of several pre-production
gold royalties for gross proceeds of up to US$15.55m. Following completion,
the Company has restructured its US$40m debt facility with Macquarie Bank
Limited including:
· 2% reduction in coupon (dependant on maintaining leverage ratio),
reducing debt service costs by up to US$800,000 per year.
o Extension of the loan term by one year, to December 2025
o Deferral of scheduled quarterly payments until June 2024
· In lieu of a cash restructuring fee, the Company has agreed to an
extension of the term of the warrants held by Macquarie by 12 months.
27. ULTIMATE CONTROLLING PARTY
The company does not have a single controlling party.
2023 Annual General Meeting ("AGM")
The Company's AGM is to be held at 30 Finsbury Square, London, EC2A 1AG on 29
June 2023 at 11:00 a.m.
If you wish to attend the AGM physically or appoint a person as your proxy
other than the Chairman of the Meeting, you are asked to register your
intention to attend by email to ben.harber@shma.co.uk
(mailto:ben.harber@shma.co.uk) with reasonable notice, to allow the Company,
if practical, to make appropriate arrangements. If you do not register your
intention to attend in this way, this could result in either you or your proxy
(if a person other than the Chairman of the Meeting) not being permitted entry
to the AGM.
Shareholders wishing to vote on any of the matters of business at the AGM or
ask any questions are encouraged to:
1. Submit their votes as soon as possible in advance of the meeting and, in
any case, by 11:00 a.m. on 27 June 2023 through the proxy and electronic
voting facilities and to appoint the Chairman of the meeting as their proxy
for this purpose. See the notice of meeting for full details.
2. Submit any questions in connection with the business of the meeting in
advance to Ben.Harber@shma.co.uk (mailto:Ben.Harber@shma.co.uk) .
The results of the AGM will be announced as soon as practically possible
following conclusion of the meeting.
The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulation (EU) No.
596/2014 which is part of UK law by virtue of the European Union (withdrawal)
Act 2018. Upon the publication of this announcement, this inside information
is now considered to be in the public domain.
** Ends **
Contact details:
Trident Royalties Plc www.tridentroyalties.com
Adam Davidson / Richard Hughes +1 (757) 208-5171 / +44 7967 589997
Grant Thornton (Nominated Adviser) www.grantthornton.co.uk
(file:///C:/Users/afdav/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/GCSQ6WT9/www.grantthornton.com)
Colin Aaronson / Samantha Harrison / Samuel Littler
+44 020 7383 5100
Stifel Nicolaus Europe Limited (Joint Broker) www.stifelinstitutional.com (http://www.stifelinstitutional.com)
Callum Stewart / Ashton Clanfield +44 20 7710 7600
Liberum Capital Limited (Joint Broker) www.liberum.com (http://www.liberum.com)
Scott Mathieson / Cara Murphy +44 20 3100 2184
Tamesis Partners LLP (Joint Broker) www.tamesispartners.com (http://www.tamesispartners.com)
Richard Greenfield +44 20 3882 2868
St Brides Partners Ltd (Financial PR & IR) www.stbridespartners.co.uk (http://www.stbridespartners.co.uk)
Susie Geliher / Catherine Leftley +44 20 7236 1177
About Trident
Trident is a growth-focused diversified mining royalty and streaming company,
providing investors with exposure to a mix of base battery, precious, and bulk
metals.
Key highlights of Trident's strategy include:
· Building upon a royalty and streaming portfolio which broadly mirrors the
commodity exposure of the global mining sector (excluding fossil fuels) with a
bias towards production or near-production assets, differentiating Trident
from the majority of peers which are exclusively, or heavily weighted, to
precious metals;
· Acquiring royalties and streams in resource-friendly jurisdictions worldwide,
while most competitors have portfolios focused on North and South America;
· Targeting attractive small-to-mid size transactions which are often ignored in
a sector dominated by large players;
· Active deal-sourcing which, in addition to writing new royalties and streams,
will focus on the acquisition of assets held by natural sellers such as:
closed-end funds, prospect generators, junior and mid-tier miners holding
royalties as non-core assets, and counterparties seeking to monetise packages
of royalties and streams which are otherwise undervalued by the market;
· Maintaining a low-overhead model which is capable of supporting a larger scale
business without a commensurate increase in operating costs; and
· Leveraging the experience of management, the board of directors, and Trident's
adviser team, all of whom have deep industry connections and strong
transactional experience across multiple commodities and jurisdictions.
The acquisition and aggregation of individual royalties and streams is
expected to deliver strong returns for shareholders as assets are acquired on
terms reflective of single asset risk compared with the lower risk profile of
a diversified, larger scale portfolio. Further value is expected to be
delivered by the introduction of conservative levels of leverage through debt.
Once scale has been achieved, strong cash generation is expected to support an
attractive dividend policy, providing investors with a desirable mix of
inflation protection, growth and income.
Forward-looking Statements
This news release contains forward‐looking information. The statements are
based on reasonable assumptions and expectations of management and Trident
provides no assurance that actual events will meet management's expectations.
In certain cases, forward‐looking information may be identified by such
terms as "anticipates", "believes", "could", "estimates", "expects", "may",
"shall", "will", or "would". Although Trident believes the expectations
expressed in such forward‐looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance and
actual results or developments may differ materially from those projected.
Mining exploration and development is an inherently risky business. In
addition, factors that could cause actual events to differ materially from the
forward-looking information stated herein include any factors which affect
decisions to pursue mineral exploration on the relevant property and the
ultimate exercise of option rights, which may include changes in market
conditions, changes in metal prices, general economic and political
conditions, environmental risks, and community and non-governmental actions.
Such factors will also affect whether Trident will ultimately receive the
benefits anticipated pursuant to relevant agreements. This list is not
exhaustive of the factors that may affect any of the forward‐looking
statements. These and other factors should be considered carefully and readers
should not place undue reliance on forward-looking information.
Third Party Information
As a royalty and streaming company, Trident often has limited, if any, access
to non-public scientific and technical information in respect of the
properties underlying its portfolio of royalties and investments, or such
information is subject to confidentiality provisions. As such, in preparing
this announcement, the Company often largely relies upon information provided
by or the public disclosures of the owners and operators of the properties
underlying its portfolio of royalties, as available at the date of this
announcement.
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