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REG - Tungsten West PLC - Half Year Results

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RNS Number : 2591W  Tungsten West PLC  21 December 2021

21 December 2021

 

Tungsten West Plc

 

("Tungsten West", the "Company" or the "Group")

Half Year Results for the six months ended 30 September 2021

Tungsten West, the owner and operator of the Hemerdon Mine in South West
England, is pleased to announce its half-yearly results for the six months
ended 30 September 2021.

 

First half and recent highlights include:

 

·   Admission onto London Stock Exchange, AIM Market including the
completion of a successful equity fundraise of £39 million

·    Agreement of terms for the Royalty and Senior Loan Facility with
Orion, securing a further £36 million in project financing

·     Funds raised place the Company in a strong financial position to
bring Hemerdon back into production

·     The Company made a loss before tax of £4,990,226, which is in
line with expectations for the stage of the project

·     Workforce has been scaled up to prepare for operational readiness

·   Commencement of the sales of aggregate material from stockpiles left by
the previous operator. Aggregates sales anticipated to steadily grow,
providing cash flow in the run up to the restart of the mine

·   Further strengthening of the Board prior to admission including the
addition of Finance Director, Nigel Widdowson

·     Completion of the Front End Engineering Design (FEED), with
detailed design underway

·     Distribution agreement signed with GRS Roadstone, a UK leading
construction materials company, for the sale of aggregates from Hemerdon

 

Chief Executive OFFICERS Statement

 

The first half of the financial year was one in which the Group continued to
prepare for recommencement of mining operations, with significant progress
made on designing the re-build of the processing plant, strengthening the
management team, finalising the AIM admission process and agreeing terms with
Orion Resource Partners ("Orion") for arranging project finance from a Royalty
and Senior Loan Facility. Following the successful fundraise on admission to
AIM in October 2021, Tungsten West is in a strong financial position, and is
looking ahead to a landmark 2022.

 

1.         Review of activities

 

The Company's primary objective for the first half of the financial year was
to prepare to raise the necessary funding for the processing plant-rebuild and
recommencement of mining operations at Hemerdon. In October 2021, the Company
completed a successful admission to the AIM market of the London Stock
Exchange, issuing equity to raise £39 million before expenses, and agreed
terms for the Royalty and Senior Loan Facility with Orion, securing a further
approximately £36 million in project financing.

 

Concurrent with the fundraising process, the Tungsten West team also
progressed towards achieving a number of project milestones key to restarting
production. Tungsten West published an NI 43-101 Bankable Feasibility Study in
March 2021, which formed the basis of the redevelopment plan at Hemerdon.
Since publication, the Company has successfully completed Front End
Engineering Design (FEED) and has commenced the design and build phase.

 

 

 

Fairport Engineering Limited has been appointed to perform interim design
works on early construction packs to advance the project before construction
activities commence on site.

 

The Tungsten West maintenance team undertook a comprehensive review to
understand and address the issues historically experienced by the former
operator of the Hemerdon Mine. The areas where issues were identified have
been redesigned and will be enhanced during the re-build programme, in order
to not only rectify the issues faced by the previous operators, but to improve
significantly the overall operations and reduce downtime.

 

The Mining Services Contract with Hargreaves Services PLC is in place, thereby
securing an experienced mining contractor with significant prior experience of
the project, as well as acting as specialist crushing subcontractors for the
next ten years of mining operations.

 

The Company entered into offtake agreements with Wolfram Bergbaau und Hutten
AG and Global Tungsten and Powders Corp for purchasing a minimum of 78% of
forecast tungsten production. An offtake agreement was entered into with
AfriMet Resources to purchase the tin concentrate to be produced. During the
reporting period, the Company sold LIMS waste product (low grade tungsten
concentrate) left on site by the former operator, realising £67,870 of
revenue.

 

As announced on 15 December 2021, the Aggregates Division has commissioned a
Terex® Agg Wash 60 plant to maintain production on a temporary basis whilst
the main plant installation is undertaken. The Company has been shipping
aggregates since January 2021, utilizing existing stockpiles that the previous
operator had deemed as waste. Current estimates show there is sufficient
existing stockpiles of material to meet the Aggregates Division forecast sales
until the planned recommencement of  operations.

 

Sales of aggregates commenced during the reporting period, with £133,016 of
revenue being recognised. The Company has signed a distribution agreement with
GRS Roadstone, a UK leading construction materials provider, to off-take the
aggregates produced during the future mining operations.

 

At 30 September 2021, the Group employed 47 staff (25 employees as at 30
September 2020). Following admission to AIM, the Company has been scaling up
its workforce to enable it to deliver the plant re-build project, and progress
towards operational readiness.  In this vein, a number of construction and
engineering sector specialists have been recruited, including a select
proportion who have previous experience of the Hemerdon project.

 

2.         CORPORATE

 

During April 2021, the Company arranged an equity financing of £3.7 million
through the issue of new shares to existing and new investors. The funding
enabled the Company to progress planning and designs for the ore sorters and
rebuild of the front end of the process plant, initiate the refurbishment and
redesign of the existing plant and hire key management and financial and
administrative personnel.

 

The Company completed a successful admission to the AIM market of the London
Stock Exchange in October 2021, issuing 65,000,000 new ordinary shares of
£0.01 each ("Ordinary Shares") at 60p per share, raising new funds of £39
million. Fees incurred on the AIM admission process were, in aggregate, £3.1
million, resulting in net proceeds of £35.9 million.

 

In October 2021, the Company also secured a US$28 million Senior Secured Loan
Facility and a US$21 million Royalty sale, with Orion Resource Partners.
Amounts drawn down under these facilities will be used to fund capital
expenditure and working capital requirements during the plant re-build and
commissioning.

 

As part of the AIM admission process, in October 2021, the 8% Convertible Loan
taken out to acquire the project, comprising £10.0 million of principle and
£0.7 million accrued interest, was converted at 30p per share into 35,935,200
Ordinary Shares.

 

There were a number of Board changes during the period as the Group
strengthened its executive and non-executive management in advance of the
Company's AIM admission.

 

In July 2021, Nigel Widdowson was appointed to the Board as Finance Director.

 

Robert Ashley was appointed Chairman of the Board in September 2021. At the
same time, Grace Stevens was appointed to the Board and Chair of the Audit
Committee. David Cather was appointed to the Board and Chair of the Technical
Committee and Chair of the Remuneration Committee.

 

Stephen Fabian stepped down from the Board in September 2021. The Board would
like to thank him for all his hard work in the foundation of the Company and
its formative years.

 

 

3.         Results

 

The Group made a half-yearly loss after taxation of £4,990,226 (2020:
£3,631,500).

 

4.         outlook

 

Tungsten markets have remained steady throughout Q3 and Q4 2021 with the
European Metal Bulletin Ammonium Para-Tungstate price being reported around
US$320 per MTU (1 MTU = 10kg).  The near term outlook for prices will likely
be driven by the ongoing COVID-19 situation and any potential new lockdowns
being announced due to the Omicron strain affecting demand in Europe. Global
inventories remain low, and future restocking of tungsten rich drilling
equipment from the Oil and Gas industry on the back of higher energy prices
seems likely. This should underpin long term tungsten demand and prices.

Tin prices have performed spectacularly well throughout 2021 and continue to
hover around all-time highs at US$40,000 per tonne at the date of this
statement. Recent news in the tin industry includes an announcement from the
world's largest producing country, Indonesia, that they are looking to ban
exports of ore and concentrates from 2024 in order to encourage investment in
downstream industries. Ongoing political strife and terrorist activity in
Myanmar also has the potential to restrict exports from the world's second
largest exporter. Overall, the outlook in the short to medium term looks
robust, but in the long term the Company expects a floor price closer to
US$25,000 - US$30,000 per tonne to be likely.

Demand for aggregates continues to be strong driven by both regional and
national construction and infrastructure projects in the UK. There continues
to be a strong opportunity to substitute imported aggregates with domestic
production from sites such as Hemerdon. Recent supply constraints have led to
considerable price increase for the products and we envisage the current
prices being maintained over the next 6 months and beyond.

 

As the project progresses towards placing orders the Company is experiencing
some price inflation for materials components. Management is actively
monitoring pricing and availability of materials, equipment and labour and
will make adjustments to planned developments if material price increases are
experienced or supply constraints lead to project delays.

 

After completing a successful admission to AIM and securing sufficient funds
to complete the investment and working capital required to restart production
at Hemerdon, the Group is well positioned for 2022.

 

Cautionary statement

This document contains certain forward-looking statements in respect of the
financial condition, results, operations and business of the Group.  Whilst
these statements are made in good faith based on information available at the
time of approval, these statements and forecasts inherently involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future.  There are a number of factors that could cause the
actual results of developments to differ materially from those expressed or
implied by these forward-looking statements and forecasts.  Nothing in this
document should be construed as a profit forecast.

 

 

 

 

 

Enquiries

 

 Tungsten West                       Strand Hanson

 Max Denning                         (Nominated Adviser and Financial Adviser)

 Tel: +44 (0) 203 178 7385           James Spinney / James Dance

                                     Tel: +44 (0) 207 409 3494
 Camarco                             Hannam & Partners

 (Financial PR)                      (Joint Broker)

 Gordon Poole / Emily Hall           Andrew Chubb / Nilesh Patel

 Tel: +44(0) 20 3757 4980            Tel: +44 (0)20 7907 8500

 Email: tungstenwest@camarco.co.uk
                                     VSA Capital

                                     (Joint Broker)

                                     Andrew Monk

                                     Tel: +44 (0)20 3005 5000

 

Further information on Tungsten West Limited can be found at
www.tungstenwest.com

 

 

Overview of Tungsten West

 

Tungsten West is the 100 per cent. owner and operator of the past producing
Hemerdon tungsten and tin mine, located near Plymouth in southern Devon,
England. The Hemerdon mine is currently the world's third largest tungsten
resource, with a JORC (2012) compliant Mineral Resource Estimate of
approximately 325Mt at 0.12 per cent. WO(3). The Company acquired the mine out
of a receivership process in 2019 after its most recent operators, Wolf
Minerals, stopped production in 2018. While it was operator, Wolf invested
over £170 million into the development of the site, the development of
significant infrastructure and processing facilities. Hemerdon was producing
tungsten and tin materials, under Wolf, between 2015 and 2018, before the
Company entered administration and placed the mine into receivership due to a
number of issues that have since been identified and rectified by Tungsten
West.

 

 

 

 Consolidated Income Statement

                                         Unaudited              Unaudited              Audited
                                         Six months to          Six months to          Year ended
                                   Note  30 September 2021      30 September 2020      31 March

                                                                                       2021
                                         £                      £                      £
 Revenue                           3     200,887                -                      40,170
 Cost of sales                           (2,844,474)            (2,590,399)            (4,426,818)
 Gross loss                              (2,643,587)            (2,590,399)            (4,386,648)
 Administrative expenses                 (1,763,573)            (629,409)              (2,511,811)
 Other operating income                  -                      -                      3,612
 Other gains/(losses)                    198                    -                      (24,301)
 Operating loss                    4     (4,406,962)            (3,219,808)            (6,919,148)
 Finance income                          47,388                 3,572                  112,005
 Finance costs                           (630,652)              (415,264)              (1,174,640)
 Net finance cost                        (583,264)              (411,692)              (1,062,635)
 Loss before tax                         (4,990,226)            (3,631,500)            (7,981,783)
 Income tax credit                       -                      -                      -
 Loss for the year                       (4,990,226)            (3,631,500)            (7,981,783)
 Profit/(loss) attributable to:
 Owners of the Company                   (4,990,226)            (3,631,500)            (7,981,783)

                                         Unaudited              Unaudited              Unaudited
                                         p                      p                      P
 Basic and diluted loss per share  11    (0.066)                (0.048)                (0.105)

 

There were no items of other comprehensive income in either period presented.

 

 

 Consolidated Statement of Financial Position

                                                        Unaudited         Unaudited         Audited
                                                        30 September      30 September      31 March
                                                        2021              2020              2021
                                                  Note  £                 £                 £
 Non-current assets
 Property, plant and equipment                    5     4,682,080         4,528,239         4,367,271
 Right of use assets                              6     1,564,581         1,601,561         1,611,788
 Intangible assets                                7     4,919,853         4,919,853         4,919,853
 Deferred tax assets                                    1,070,658         1,073,634         1,067,978
 Escrow funds receivable                          8     10,105,858        9,946,324         10,058,470
                                                        22,343,030        22,069,611        22,025,360
 Current assets
 Trade and other receivables                            1,315,178         46,366            544,297
 Cash and cash equivalents                              2,863,684         790,366           3,499,580
                                                        4,178,862         836,732           4,043,877
 Total assets                                           26,521,892        22,906,343        26,069,237
 Equity and liabilities
 Equity
 Share capital                                    12    760,113           5,319             6,856
 Share premium account                                  5,519,169         6,724,853         12,327,484
 Share option reserve                                   123,728           4,897             67,840
 Warrant reserve                                        841,318           61,000            754,586
 Retained earnings                                      (6,403,342)       (7,062,833)       (11,413,116)
 Equity attributable to the owners of the parent        840,986           (266,764)         1,743,650
 Non-current liabilities
 Loans and borrowings                             10    12,210,825        11,426,692        11,728,780
 Provisions                                       9     10,139,081        9,620,615         9,964,824
 Deferred tax liabilities                               1,070,658         1,073,634         1,067,978
                                                        23,420,564        22,120,941        22,761,582
 Current liabilities
 Trade and other payables                               2,188,133         1,016,722         1,487,721
 Loans and borrowings                                   72,209            35,444            76,284
                                                        2,260,342         1,052,166         1,564,005
 Total liabilities                                      25,680,906        23,173,107        24,325,587
 Total equity and liabilities                           26,521,892        22,906,343        26,069,237

 

 

 Consolidated Statement of Cash Flows

                                                                   Unaudited              Unaudited              Audited
                                                                   30 September 2021      30 September 2020      31 March

                                                                                                                 2021
                                                             Note  £                      £                      £
 Cash flows from operating activities
 Loss for the year                                                 (4,990,226)            (3,631,500)            (7,981,783)
 Adjustments to cash flows from non-cash items
 Depreciation and amortisation                               5,6   92,352                 68,698                 170,506
 Impairment of property plant and equipment                  5     -                      -                      79,478
 Finance income                                                    (47,388)               -                      (112,005)
 Finance costs                                                     630,652                415,264                1,174,640
 Share based payment transactions                                  55,888                 -                      62,944
 Warrant transaction                                               -                      -                      -
 Income tax expense                                                -                      -                      -
                                                                   (4,258,722)            (3,147,538)            (6,606,220)
 Working capital adjustments
 Increase in trade and other receivables                           (770,882)              352,990                (147,786)
 Increase/(decrease) in trade and other payables                   721,988                288,134                759,352
 Net cash flow from operating activities                           (4,307,616)            (2,506,414)            (5,994,654)

 Cash flows from investing activities
 Interest received                                                 -                      -                      2,707
 Acquisitions of property plant and equipment                      (359,954)              (159,008)              (135,437)
 Net cash flow from investing activities                           (359,954)              (159,008)              (132,730)
 Cash flows from financing activities
 Interest paid                                                     -                      -                      (66,591)
 Proceeds from issue of ordinary shares, net of issue costs        4,031,674              733,909                7,031,663
 Payment of lease liabilities                                      -                      -                      (59,987)
 Net cash flows from financing activities                          4,031,674              733,909                6,905,085

 Net increase in cash and cash equivalents                         (635,896)              (1,931,513)            777,701
 Opening cash and cash equivalents                                 3,499,580              2,721,879              2,721,879
 Closing cash and cash equivalents c/f                             2,863,684              790,366                3,499,580

Consolidated Statement of Changes in Equity

 Audited                                    Share capital     Share                                        Share option reserve       Warrant reserve         Retained earnings     Total

                                                              premium account
                                            £                 £                                            £                          £                       £                     £
 At 1 April 2020                            5,139             5,991,124                                    4,896                      61,000                  (3,431,333)           2,630,826
 Loss for the year                          -                 -                                            -                          -                       (7,981,783)           (7,981,783)
 Issue of shares                            1,717             6,336,360                                    -                          693,586                 -                     7,031,663
 Share based payments                       -                 -                                            62,944                     -                       -                     62,944
 At 31 March 2021                           6,856             12,327,484                                   67,840                     754,586                 (11,413,116)          1,743,650

 Unaudited                     Share capital                  Share premium account               Share option reserve       Warrant reserve          Retained earnings             Total
                               £                              £                                   £                          £                        £                             £
 At 1 April 2020               5,139                          5,991,124                           4,896                      61,000                   (3,431,333)                   2,630,826
 Loss for the period           -                              -                                   -                          -                        (3,631,500)                   (3,631,500)
 Issue of shares               180                            733,729                             -                          -                        -                             733,909
 At 30 September 2020          5,319                          6,724,853                           4,896                      61,000                   (7,062,833)                   (266,765)
 Unaudited                           Share capital            Share premium account

                                                                                        Share option reserve                 Warrant reserve                             Retained earnings            Total
                               £                     £                     £                                        £                         £                                              £
 At 1 April 2021               6,856                 12,327,484            67,840                                   754,586                   (11,413,116)                                   1,743,650
 Loss for the period           -                     -                     -                                        -                         (4,990,226)                                    (4,990,226)
 Issue of shares               744                   3,944,198             -                                        -                         -                                              3,944,942
 Bonus issue of shares         752,513               (752,513)             -                                        -                         -                                              -
 Cancellation of share
 premium account               -                     (10,000,000)          -                                        -                         10,000,000                                     -
 Share based payments          -                     -                     55,888                                   -                         -                                              55,888
 Warrant charge                -                     -                     -                                        86,732                    -                                              86,732
 At 30 September 2021          760,113               5,519,169             123,728                                  841,318                   (6,403,342)                                    840,986

 

 

Notes to the interim accounts

 

1.   Basis of Preparation

The interim accounts have been prepared in accordance with the recognition and
measurement principles of International Financial Reporting Standards as
adopted in the United Kingdom ("UK adopted IFRS") using the accounting
policies that are expected to apply in the Company's next annual report.

The accounting policies applied are consistent with those disclosed in the
Company's last statutory financial statements and the AIM admission document.

The interim accounts do not comprise the Company's statutory accounts. The
information for the year ended 31 March 2021 is not the Company's statutory
accounts. The Company's financial statements for that year have been filed
with the registrar of companies and the auditor's report on those financial
statements was unqualified and did not contain statements under s498(2) or
s498(3) of the Companies Act 2006.

2.   Going concern

The interim accounts are prepared on a going concern basis which contemplates
the continuity of normal business activities and the realisation of assets and
settlement of liabilities in the normal course of business.

In addition to the cash reserves at 30 September 2021, net equity funding of
£36 million was raised through the issue of new shares in the Company's
admission to AIM on 21 October 2021.

The Company has also entered into agreement with Orion Resource Partners to
sell a US$21 million Royalty and draw on a US$28 million senior loan facility.
Current forecasts indicate that the Company has sufficient cash and additional
facilities to enable it to fund the capital investment and working capital
over the period of time before profitable commercial production levels are
reached.

Accordingly, based on the forecasts they have prepared and taking into account
the cash levels and funding agreement with Orion Resource Partners, the
Directors believe that they have a reasonable expectation that the Company and
the Group has adequate resources to continue in operational existence for the
foreseeable future and they believe it is appropriate to apply the going
concern basis of accounting in preparing these interim accounts.

 

3.   Revenue

Revenue by product comprised the following:

             Unaudited          Unaudited          Unaudited
             Six months to      Six months to      Year ended
             30 September 2021  30 September 2020  31 March

                                                   2021
             £                  £                  £
 Tungsten    67,870             -                  13,220
 Aggregates  133,017            -                  37,675
 Other       -                  -                   (10,725)
             200,887            -                  40,170

 

 

 

Notes to the interim accounts

 

4.   Operating loss

Operating loss is stated after the following:

                                                Unaudited          Unaudited          Audited
                                                Six months to      Six months to      Year ended
                                                30 September 2021  30 September 2020  31 March

                                                                                      2021
                                                £                  £                  £
 Depreciation of property, plant and equipment  45,145             24,810             82,729
 Depreciation of right of use assets            47,207             43,888             87,777
 Impairment of property, plant and equipment    -                  -                  79,478
 Staff costs                                    1,297,387          472,693            1,831,050

5.   Property, plant and equipment

 

                                      Unaudited          Unaudited          Audited
                                      Six months to      Six months to      Year ended
                                      30 September 2021  30 September 2020  31 March

                                                                            2021
                                      £                  £                  £
 Opening net book value               4,367,271          4,394,041          4,394,041
 Additions                            359,954            159,008            135,437
 Disposals                            -                  -                  -
 Depreciation                         (45,145)           (24,810)           (82,729)
 Impairment                           -                  -                  (79,478)
 Closing net book value               4,682,080          4,528,239          4,367,271

 Analysed as follows:
 Assets under construction            358,805            -                  -
 Land and buildings                   4,246,161          4,423,945          4,247,787
 Furniture, fittings and equipment    1,085              17,554             32,773
 Motor vehicles                       5,135              8,740              6,577
 Other property, plant and equipment  70,894             78,000             80,134
                                      4,682,080          4,528,239          4,367,271

 

 

Notes to the interim accounts

 

6.   Right of use asset

 

                         Unaudited          Unaudited          Audited
                         Six months to      Six months to      Year ended
                         30 September 2021  30 September 2020  31 March

                                                                2021
                         £                  £                  £
 Opening net book value  1,611,788          1,645,449          1,645,449
 Additions               -                  -                  54,116
 Depreciation            (47,207)           (43,888)           (87,777)
 Closing net book value  1,564,581          1,601,561          1,611,788

 

7.   Intangible assets

                         Unaudited          Unaudited          Audited
                         Six months to      Six months to      Year ended
                         30 September 2021  30 September 2020  31 March

                                                                2021
                         £                  £                  £
 Goodwill                1,075,520          1,075,520          1,075,520
 Mining rights           3,844,333          3,844,333          3,844,333
 Closing net book value  4,919,853          4,919,853          4,919,853

 

8.   Escrow funds

                                        Unaudited          Unaudited          Audited
                                        Six months to      Six months to      Year ended
                                        30 September 2021  30 September 2020  31 March

                                                                               2021
                                        £                  £                  £
 Carrying amount at end of period/year  10,105,858         9,946,324          10,058,470

The funds held in escrow with a third party will be released back to the
Company on the cessation of mining once restoration works have been completed.
The amounts have been discounted to present value over the expected useful
life of the mine plus two years start up. The actual funds held in escrow at
the period end were £13,201,921 (30 September 2020 - £ 13,200,601) (31 March
2021 £13,201,256).

 

 

Notes to the interim accounts

 

9.   Provisions

 

                                  Unaudited          Unaudited          Audited
                                  Six months to      Six months to      Year ended
 Restoration provision            30 September 2021  30 September 2020  31 March

                                                                         2021
                                  £                  £                  £
 Carrying amount brought forward  9,964,824          9,620,615          9,620,615
 Movement in provisions           -                  (3,293)            (3,293)
 Unwinding of discount            174,257            3,293              347,502
 Closing net book value           10,139,081         9,620,615          9,964,824

 

10.  Long term borrowings

Long term borrowings comprised:

                    Unaudited          Unaudited          Audited
                    Six months to      Six months to      Year ended
                    30 September 2021  30 September 2020  31 March

                                                          2021
                    £                  £                  £
 Lease liabilities  1,430,265          1,506,692          1,416,940
 Convertible debt   10,780,560         9,920,000          10,311,840
                    12,210,825         11,426,692         11,728,780

 

11.  Basic and diluted loss per share

                                                      Unaudited          Unaudited          Unaudited
                                                      Six months to      Six months to      Year ended
                                                      30 September 2021  30 September 2020  31 March

                                                                                             2021
                                                      £                  £                  £
 Loss for the year                                    (4,990,226)        (3,631,500)        (7,981,783)

                                                      Number             Number             Number

 Weighted average number of ordinary shares in issue  75,974,318         75,781,528         75,821,595

 Basic and diluted loss per share                     (0.066p)           (0.048p)           (0.105p)

 

The calculation of the loss per share has been retrospectively restated for
each period presented to reflect the bonus issue of shares and share
consolidation which took place on 22 July 2021 (see note 12).

The diluted loss per share calculations exclude the effects of share options,
warrants and convertible debt on the basis that such future potential share
transactions are anti-dilutive. Were the Company's convertible debt to be
converted a potential further 35,935,200 ordinary shares of £0.01 each would
be issued. Information on share options and warrants is disclosed in note 7.

Shares issued subsequent to the end of the interim period are disclosed in
note 8.

 

Notes to the interim accounts

 

12.  Share Capital

                                   Unaudited         Unaudited         Audited
                                   Six months        Six months        Year ended
                                   30 September      30 September      31 March
                                   2021              2020              2021

 Number of shares allotted         Number            Number            Number

 Ordinary Shares of £0.0001 each   -                 5,319,000         68,560,000

 Ordinary Shares of £0.01 each     76,011,371        -                 -

 Nominal value                     £                 £                 £

 Ordinary Shares of £0.0001 each   -                 5,319             6,856

 Ordinary Shares of £0.01 each     760,113           -                 -

Share issues during the period

During the period ended 30 September 2021 the share capital of the company was
restructured. The following share transactions took place:

·      The Company issued 7,349,832 ordinary shares of £0.0001 each for
considerations ranging from £0.45 per share to £0.60.

·      On 22 July 2021 a bonus issue of shares from the share premium
account created 7,525,125,729 ordinary shares of £0.0001 each.

·      On 22 July 2021 a share capital consolidation took place whereby
each one hundred ordinary shares of £0.0001 each were consolidated into one
ordinary share of £0.01 each.

During the period ended 30 September 2020 the following share transactions
took place:

·      The Company issued 1,805,000 ordinary shares of £0.0001 each for
considerations ranging from £0.10 per share to £0.25.

During the year ended 31 March 2021 the following share transactions took
place:

·      The Company issued 17,170,000 ordinary shares of £0.0001 each
for considerations ranging from £0.10 per share to £0.45.

 

13.  Share premium account

On 22 July 2021, it was resolved by the Directors to cancel an amount of
£10,000,000 standing credit to the share premium account. This capital
reduction was performed by way of a statement of solvency by the Directors and
occurred prior to the Company re-registering as a public company.

 

 

Notes to the interim accounts

 

14.  Share options and warrants

 

Founder share incentives

The founder shareholders have a right to receive shares at a nominal value
once certain milestones are met.

The movements in the number of incentives during the year were as follows:

 

                                     Unaudited          Unaudited          Audited
                                     Six months to      Six months to      Year ended
                                     30 September 2021  30 September 2020  31 March 2021
                                     Number             Number             Number
 Outstanding at beginning of period  6,930,000          5,139,000          5,139,000
 Granted during the period           671,137            171,195            1,791,000
 Effect of share consolidation       -                  -                  -
 Exercised during the period         -                  -                  -
 Lapsed during the period            -                  -                  -
 Outstanding at end of period        7,601,137          5,310,195          6,930,000

 

The original incentive rights of the Founders were terminated on admission to
AIM and were replaced with options.

 

Share Options - Key Employees

The movement on the number of share options and warrants issued by the Company
during each period presented was as follows.

                                     Unaudited          Unaudited          Audited
                                     Six months to      Six months to      Year ended
                                     30 September 2021  30 September 2020  31 March 2021
                                     Number             Number             Number
 Outstanding at beginning of period  1,233,333          833,333            833,333
 Granted during the period           1,097,226          400,000            400,000
 Effect of share consolidation       -                  -                  -
 Outstanding at end of period        2,330,559          1,233,333          1,233,333

 

At 30 September 2021 the exercise price of share options issued to key
employees ranges between £0.0001 and £0.45 and their remaining contractual
life was three years.

 

 

Notes to the interim accounts

 

14.  Share options and warrants, continued

 

Warrants

The movement on the number of warrants issued by the Company during each
period presented was as follows.

                                     Unaudited          Unaudited          Audited
                                     Six months to      Six months to      Year ended
                                     30 September 2021  30 September 2020  31 March 2021
                                     Number             Number             Number
 Outstanding at beginning of period  2,310,681          220,000            220,000
 Granted during the period           126,760            1,308,400          2,090,681
 Effect of share consolidation       -                  -                  -
 Outstanding at end of period        2,437,441          1,528,400          2,310,681

 

At 30 September 2021 the exercise price of warrants ranges between £0.25 and
£0.60 and their remaining contractual life was two years.

 

15.  Events after the end of the interim reporting period

Following the Company's re-registration as a public company on 29 September
2021 the Company commenced trading on AIM on 21 October 2021.  65,000,000 new
ordinary shares of £0.01 each ("Ordinary Shares") were issued at 60p per
share, raising new funds of £39 million. Fees incurred on the AIM admission
process were, in aggregate, £3.1 million, resulting in net proceeds of £35.9
million.

 

In October 2021, the Company secured a US$28 million Senior Secured Loan
Facility and a US$21 million Royalty sale, with Orion Resource Partners.

 

On 21 November 2021 the Company issued 242,222 new Ordinary Shares of £0.01
each at a total consideration of £71,000 as a consequence of the exercise of
warrants as follows:

·              22,222 warrants were exercised at a price of
£0.45 per share

·              120,000 warrants were exercised at a price of
£0.30 per share, and

·              100,000 warrants were exercised at a price of
£0.25 per share.

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