Final Results
31/10/2024 07:00
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Vast Resources plc / Ticker: VAST / Index: AIM / Sector: Mining
31 October 2024
Vast Resources plc
(‘Vast’ or the ‘Company’)
Final Results
Vast Resources plc, the AIM-listed mining company, is pleased to announce its
audited final results for the 12-month period ended 30 April 2024.
A copy of the annual report will be available on the Company’s website at
www.vastplc.com and printed copies are being posted to shareholders.
**ENDS**
For further information, visit www.vastplc.com or please contact:
Vast Resources plc Andrew Prelea (CEO) www.vastplc.com + 44 (0) 20 7846 0974
Beaumont Cornish – Financial & Nominated Advisor Roland Cornish James Biddle www.beaumontcornish.com +44 (0) 20 7628 3396
Shore Capital Stockbrokers Limited – Joint Broker Toby Gibbs / James Thomas (Corporate Advisory) www.shorecapmarkets.co.uk +44 (0) 20 7408 4050
Axis Capital Markets Limited – Joint Broker Richard Hutchinson www.axcap247.com +44 (0) 20 3206 0320
St Brides Partners Limited Susie Geliher / Charlotte Page www.stbridespartners.co.uk +44 (0) 20 7236 1177
OVERVIEW OF THE YEAR ENDED 30 APRIL 2024
Vast Resources plc (‘Vast’ or the ‘Group’ or the ‘Company’) is
focused on key mining opportunities in Romania, Zimbabwe and Tajikistan. These
opportunities comprise the Baita Plai Polymetallic Mine (“BPPM”) in
Romania, the Group’s expected opportunity in Zimbabwe, and participation in
two mining projects in Tajikistan. The Group continued to hold the Manaila
Polymetallic Mine (“MPM”) in Romania on care and maintenance during the
reporting period with the expectation of a funding round at a later stage.
Subsequent to the year end, the Company entered into agreements with an
ecological project to process and market mineral products at the former Hanes
Gold Mine in Romania.
Financial
* Revenues for the year ended 30 April 2024 were US$2.0 million compared to
US$3.7 million for the year ended 30 April 2023. The decrease is due to a
reduction in revenues from the Company’s Tajikistan interest and slower
concentrate sales in Romania in the second half of the year.
* 7.1% increase in other administrative and overhead expenses for the year
ended 30 April 2024 (US$4.2 million) compared to the year ended 30 April 2023
(US$3.9 million).
* Foreign exchange losses of US$1.3 million for the year ended 30 April 2024
compared to gains of US$1.4 million for the year ended 30 April 2023. These
losses arise from the Company’s USD denominated funding of its Romanian Lei
functional currency subsidiaries and are partly compensated by foreign
exchange translation gains of US$1.1 million. The Company funds its Romanian
businesses in USD given this funding will ultimately be repaid from USD
denominated sales.
* An increase in losses after taxation in the year ended 30 April 2024
(US$14.7 million) compared to the year ended 30 April 2023 (US$10.5 million).
Eliminating the effects of foreign exchange gains and losses, the loss for the
period has increased from US$11.9 million for the year ended 30 April 2023 to
US$13.3 million for the year ended 30 April 2024.
* Cash balances at the end of the period were US$0.025 million compared to
US$0.530 million at 30 April 2023.
Operational Development
* BPPM milled production increased from 60,750 metric tonnes for the year
ended 30 April 2023 to 86,171 metric tonnes for the year ended 30 April 2024.
However, sales were slower this year, particularly in the second half of the
year, due to logistical and product grade consistency considerations that
require that production is blended over time to achieve optimal grades for
marketing. With the anticipated ramp-up of future production, these factors
would be eliminated.
* First shipment of the lead and zinc at the Takob processing plant in
Tajikistan in October 2023. Despite a lull in production during the year due
to weather related factors and internal matters at Takob unrelated to the
direct functioning of the plant, production restarted after the year end.
* Entitlement to an effective 4.9% interest in Aprelevka, a Tajikistan gold
mine, in consideration for the provision of management and mine development
services. Aprelevka holds four active operational mining licences located
along the Tien Shan Belt that extends through Central Asia, currently
producing approximately 11,600oz of gold and 116,000 oz of silver per annum.
* Execution of a three-year marketing agreement with a Swiss investment
company for the exclusive distribution of potentially high grade PGM
concentrates produced within the EU. Vast will receive a 2.5% commission based
on the sales value of the concentrates distributed under this agreement. No
transactions were executed during the year due to the variable nature of grade
tests which will require more work on sorting and blending the product to
maximise payables. Given priorities during the year, work in this area has
been delayed.
* Execution of a new exclusive offtake agreement with Trafigura Group Pte
(‘Trafigura’) for all copper concentrate produced at BPPM, Trafigura is
one of the world’s leading independent commodity trading and logistics
companies and is also the offtaker for the Takob mine in Tajikistan.
* On 14 July 2023, an employee was fatally injured in a mine transportation
incident. The Directors and Management of Vast express their sincere
condolences to the family and colleagues of the deceased.
Post reporting date:
* In June 2024, the Company decided to enter Vast Baita Plai SA (“VBPSA”),
the operator of BPPM, into a period of voluntary reorganisation to be effected
by a Court judged process under the Insolvency Act in Romania. This was
executed in response to operational pressures caused by the Unions and certain
BPPM employee demands and practices which were adversely impacting mine
performance. The reorganisation does not affect the ownership or control of
the mine and has been executed in the best interests of the Company and its
shareholders.
* In August 2024, the Company’s 100% subsidiary Vast Baita Plia SA
(“VBPSA”) successfully extended the Head Licence held by Baita SA and
under which VBPSA has the rights to mine polymetallics at BPPM for a further
five years by way of Government Decision 6/2024 on 9 August 2024. In obtaining
this approval, drilling results from the Company’s drill campaign commenced
in 2023 were submitted.
* In September 2024, the Company executed agreements with an ecological
project to process and market products from clean-up operations at the former
Hanes Gold Mine located in the Alba region of Romania.
* Significant progress has been made by the parties relating to the historic
claim. The Attorney General’s office has approved the terms of the
settlement agreement relating to the historic claim and has recommended this
to government for signature. The fully executed settlement is currently
awaited to enable the Company to complete the process of recovery, and the
Company remains confident of a successful conclusion. No amount has been
recognised in the financial statements (see note 27).
Funding
Equity:
Fundraising share issues during the year (gross proceeds before cost of
issue):
£ $ Shares issued Issued to
4,775,975 5,988,191 440,666,667 Placing with investors
4,775,975 5,988,191 440,666,667
Post reporting date:
£ $ Shares issued Issued to
1,966,000 2,535,362 1,630,000,000 Placing with investors
1,966,000 2,535,362 1,630,000,000
On 29 February 2024 the Company approved a capital reorganisation under which
the number of existing ordinary shares in issue were reduced by a factor of
six. The shares issued during the year ended 30 April 2024 have been adjusted
to reflect the reduction.
Debt:
Earlier during the year, the Company made total payments of US$300,000 to its
debt creditors to extend repayment to 30 November 2023. Subsequent to this,
several extensions were made during the year at no extra cost, culminating in
a new schedule of repayments announced on 29 April 2024 and which would begin
on 7 May 2024 and in large part would be funded through refinancing. Given the
delays in refinancing, the Company has not repaid any amounts to its lenders
after the year end. The Company continues to discuss arrangements with both
Alpha and Mercuria and has commenced alternative measures for settling the
outstanding debts.
Management
The Company and the Board of Directors were very saddened by the passing of
Andrew Hall, Commercial Director of Vast Resources. Andrew joined the Vast
team in 2018 and has been a very valued member of the team. He will be greatly
missed and fondly remembered.
Political and environmental
The rising tensions in the Middle East and the ongoing conflict in Ukraine has
not had any direct adverse impact on the group’s operations but has impacted
commodity markets. Gold prices have hit record highs and copper futures have
remained firm. A combination of anticipated US interest rate cuts, Chinese
stimulus and geopolitical tensions have been bullish for commodity prices. The
process concerning the settlement of the historical claim is now very well
advanced.
CHAIRMAN’S REPORT
While this has been a highly challenging year for the Company, much work has
been done and continues to be done by the management team and the Board to
stabilise the business and originate new commercial opportunities.
Diversifying revenue streams is key to reducing the Company’s current
dependence on a single operating asset and we acted on this during the year by
increasing our Tajikistan footprint and, subsequent to the year end, by adding
an important line of business to our operations in Romania. The Company
continues to be in need of financing and this has constrained our ability to
operate effectively and realise the potential of the Company’s assets. The
Company is therefore in discussions with multiple investors and funders to
properly capitalise the business. Very significant progress has been made by
the parties relating to our historic claim and following the Attorney
General’s office approval of the terms of the settlement agreement, the
Company awaits the fully executed settlement to complete the process of
recovery.
Romania
While production at Baita has increased over last year, sales have been slow
and we have been disappointed by our progress. After the year end the Company
decided to enter Vast Baita Plai SA, the operator of the Baita Plai
Polymetallic Mine (“BPPM”), into a period of voluntary reorganisation to
be effected by a Court judged process under the Insolvency Act in Romania.
This was a reaction to a dispute with the Unions and certain members of the
Baita Plai workforce which unreasonably compromised the ability of the mine to
improve productivity. The reorganisation request was approved by the court and
the Company has restructured operations.
After the year end, we entered into an important royalty agreement with a mine
greening company. Vast has the inhouse expertise and assets to assist with
further processing and commercialisation of product at a number of clean-up
sites. This provides an exciting growth opportunity, diversification, low
capital intensity, and offers near-term liquidity.
The Company continues to maintain the Manaila Polymetallic Mine (“MPM”) on
care and maintenance while it seeks funding at the project level to restart
the operation. The Company is in fact in dialogue with multiple investors
regarding both MPM and BPPM who recognise the potential of these assets and
have commenced due diligence.
Very sadly, on 14 July 2023, a mine employee at BPPM was fatally injured in a
mine transportation incident. On behalf of the Directors and Management of
Vast, I express sincere condolences to the family and colleagues. As always.
the Company remains totally committed to safeguarding the safety of our
employees and the communities in which we operate.
Tajikistan
In January 2024, we took an interest in a Tajikistan gold mining company
(“Aprelevka”), in consideration for management services to improve
production volumes and efficiencies. The team is pushing hard to achieve these
goals and we believe that this will be a very important step to originating
more opportunities in Tajikistan.
Zimbabwe
The Company has spent several years aiming to reach a satisfactory conclusion
regarding the return of the historic claim. Very significant progress has
recently been made. The Attorney General’s office has approved the terms of
the settlement agreement relating to the historic claim and has recommended
this to the relevant government body for signature. The fully executed
settlement is currently awaited to enable the Company to complete the process
of recovery and the Company remains confident of a successful conclusion.
Directors and management
The Company and the Board of Directors were extremely saddened by the passing
of Andrew Hall on 27 November 2023. Andrew joined the Company in 2018 and held
the Commercial Director role for Vast Resources. Andrew has been a highly
valued member of the team he will be greatly missed and fondly remembered.
Funding
Whilst the Company is in default of the repayment terms to Alpha and Mercuria,
,the Company continues to discuss arrangements with both Alpha and Mercuria.
Both lenders are and have been supportive. The Company has commenced
alternative measures for settling the outstanding debts and also to address
the short-term working capital needs of the group.
Corporate Governance
As stated in the Strategic Report, the Company has adopted the Quoted Company
Alliance (‘QCA’) code on Corporate Governance. The Board strives to
promote a corporate culture based on sound ethical values and behaviours. The
Company maintains a strict anti-corruption and whistle blowing policy and the
Directors are not aware of any event in any jurisdiction in which it operates
that might be considered to be a breach of this policy. The Company has
formally adopted Code of Conduct, Health and Safety, Environmental, and Human
Rights policies which clearly articulate the Board’s expectations and
strengthen the control environment of the organisation. The Company continues
to operate a code for Directors’ and employees’ dealings in securities
which is appropriate for a company whose securities are traded on AIM and is
in accordance with the requirements of the Market Abuse Regulation which came
into effect in 2016. The Company is also committed to maintaining open
dialogue with shareholders, employees and other stakeholders.
Appreciation
The continued support and resolve of shareholders and other stakeholders
through times that have been challenging is much appreciated. To fellow
directors, thank you for your advice and support, and to management and staff
both in Romania and Zimbabwe for their continued effort on behalf of the
Company.
Brian Moritz
Chairman
STRATEGIC REPORT
Principal activities, review of business and future developments
Vision
The vision of the Group continues to be to become a mid-tier mining group, one
of the largest polymetallic (copper, zinc, silver, and gold) producers in
Romania, and a major player in the re-emergence of the mining industry in
Tajikistan.
Principal activities
In Romania the Group has focused on operating the Baita Plai Polymetallic Mine
(“BPPM”) which commenced production in October 2020. The Manaila
Polymetallic Mine (“MPM”) has remained on care-and-maintenance during the
period and the Company is engaged with new investors to support the restart.
In Tajikistan, the Group has a mining project with a fluoride and galena mine
to produce and market non-ferrous concentrate and other metals and Vast has
also been appointed on 16 January 2024 to manage and develop the Aprelevka
Gold Mines for which it is entitled to an effective 4.9% share of the earnings
before interest and tax in these operations.
The Group continues to focus on bringing the historic claim to a satisfactory
conclusion, having made good progress this year.
In both Romania and Tajikistan, the Group holds further mining claims or other
interests which are under appraisal.
Review of business
Romania
BPPM (100% interest)
Operations
BPPM produced concentrate throughout the year, increasing milled production
from 60,750 metric tonnes for the year ended 30 April 2023 to 86,171 metric
tonnes for the year ended 30 April 2024. While production increased, this was
far below our internal expectations and fails to reflect the true potential of
the mine. Sub-optimal working practices and labour disputes significantly
impacted the Company’s internal ramp-up projections. Sales were also slower
this year, particularly in the second half of the year, due to logistical and
product grade consistency considerations which management expects will be
alleviated through higher anticipated production volumes across multiple
faces. Primarily for these reasons, in June 2024, the Company decided to enter
Vast Baita Plai SA (“VBPSA”), the operator of BPPM, into a period of
voluntary reorganisation to be effected by a Court judged process under the
Insolvency Act in Romania. This has had the desired effect of eliminating
operational pressures caused by the Unions and certain BPPM employee demands
and practices which were detrimental to mine performance. The reorganisation
does not affect the ownership or controlc of the mine and BPPM has, after the
year end, started to ramp up production, albeit from a reduced starting point
which is initially designed to conserve cashflow. BPPM has reduced the
staffing levels by more than 50%, thus significantly reducing costs and
increasing efficiencies. A new management team has been installed and has
opened the higher copper grade areas for mining. This is expected to result in
significantly lowering costs per tonne of contained copper focusing on
selective narrow vein mining. While production has inevitably been impacted in
the short-term, the reorganisation allows the Company to appropriately stage
gate the ramp up of production in a manner that will protect cashflows from
project downside risks.
The results from the first phase of the Company’s drill campaign were
promising and subsequent to the year-end successfully extended the Head
Licence held by Baita SA and under which VBPSA has the rights to mine
polymetallics at BPPM for a further five years. The mine does require
continued investment to significantly increase volumes. To this end, and
reflecting the potential of the asset, the Company is in discussions with
multiple project-based investors who have begun due diligence. We were,
however, very saddened on 14 July 2023, by a fatality at the mine. An employee
was fatally injured in a mine transportation incident. The Directors and
Management of Vast express their sincere condolences to the family and
colleagues of the deceased.
Resources
The JORC compliant Resource & Reserve Report for BPPM comprises an Indicated &
Inferred mineral resource of 608,000 tonnes at 2.58% copper equivalent based
on a copper metal price of US$ 6,655/tonne. Under JORC an exploration target
has been identified, which includes an historical mineral resource of between
1.8 million to 3 million tonnes with a copper grade range of 0.50–2.00%,
gold range of 0.20–0.80 g/t and silver range of 40-80g/t. Subsequent to the
publication of the JORC assessment, and following an analysis of historical
data records, the exploration targets previously reported under JORC were
increased from 1.8 million – 3.0 million tonnes to 3.2 million - 5.8 million
tonnes with copper grades in the range 0.50-2.00%, lead range 0.10-2.00%, zinc
range 0.10-2.00%, gold range 0.20- 0.80g/t, and silver range 40-80g/t further
reinforcing the value of BPPM. The Company has also begun a drilling campaign
for the purpose of establishing an enlarged JORC compliant Mineral Resource
and in due course an Ore Reserve for its licence renewal in August 2024. The
drilling campaign is supported by a Technical Programme Report prepared by the
Chief Geologist for geological and geotechnical consultants, Formin SA, and
countersigned by Top Consulting, Canada. The Report concludes that the
fulfilment of the programme will give the Company the potential opportunity to
upgrade the existing Mineral Resource with the inclusion of a JORC compliant
Exploration Target of 11.65 to 12.65 million metric tonnes at 0.98% to 1.69%
copper, 0.23% to 0.57% lead, and 0.17% to 0.62% zinc. Initial drill results
received were very encouraging confirming the potential to extend the mining
area.
MPM (100% interest)
The Manaila Carlibaba exploitation perimeter contains a JORC (2012) compliant
Indicated Mineral Resource of 3.6 million tonnes grading 0.93% copper, 0.29%
lead, 0.63% zinc, 0.23g/t gold and 24.9g/t silver with Inferred Mineral
Resources of 1.0 million tonnes grading 1.10% copper, 0.40% lead, 0.84% zinc,
0.24g/t gold and 29.2g/t silver. JORC underground exploration targets
identified are 7.9 million – 23.6 million tonnes with copper grades in range
of 0.4-1.3%, lead range 0.2-0.7%, zinc range 0.3-1.1%, and open pit
exploration targets of 1.1 million – 3.2 million tonnes with copper grades
in range of 0.4-1.1%, lead 0.1-0.4%, and zinc range 0.2-0.6%. The Company was
granted the Manaila Carlibaba Exploitation License to 29 October 2025. The
increase in demand for copper together with production efficiencies confirmed
by the assessment of the suitability of X-Ray Sorting Technology (‘XRT’)
to optimise the mine’s production profile results in a substantial
improvement in the economics of MPM. The test results conducted by TOMRA
indicate that an XRT machine can substantially reduce transportation and
production costs. It is for these reasons that the Company is in discussions
with potential new investors at the project level to support the near-term
restart of MPM.
Blueberry Polymetallic Gold Project (`Blueberry’) (29.41% effective
interest).
The Group has an effective 29.41% economic interest in Blueberry through EMA
Resources Ltd (‘EMA’) in a brown field perimeter located at Baia de Aries
in the ‘Golden Quadrilateral’ of Western Romania on which historic work
has demonstrated prospectivity for gold and polymetallic minerals. The Group
has completed a drilling programme on the perimeter which has established
sufficient information to support a maiden JORC resource. The Company has
completed procedural and reporting requirements with the Romanian authorities.
These have now been accepted and will allow the Company to apply for an
exploitation licence. However, there have been continued delays in the grant
of the licence due to procedural delays which are not related to the asset.
During the year the group extracted 200 kg of samples and performed extraction
techniques that achieved gold recoveries in excess of 85%, exceeding the
anticipated 44% yield submitted to the Romanian authorities as part of the
licence application process. An investor group has expressed an interest in
the asset and due diligence is expected to commence in late November 2024. The
results and net assets of the Blueberry project are immaterial to the Group
and therefore have not been included in the Group financial statements under
the equity method of accounting.
Hanes Gold Mine (20% effective interest)
On the 11 September 2024 the Company announced that it had executed two
association agreements with an ecological project to process and market
products from clean-up operations at the former Hanes Gold Mine located in the
Alba region of Romania. The first agreement is expected to be of a long-term
nature, whilst the second agreement relates to the marketing of a fixed amount
of 500 tonnes of high-grade Au concentrate. Any funding requirement for the
first agreement is expected to be provided from the proceeds from the second
agreement, which is not expected to incur any expense for the Company over and
above normal operating costs.
The Company has also entered into an Ecological Option Agreement with a local
Non-Profit Organisation to prospect and prepare a Mineral Resource estimate
for the remaining 3 million tonnes of the original Hanes gold mine material.
The Company’s objective will be to shortly thereafter sign a processing and
marketing agreement for the final concentrate on a similar 20% royalty basis
to the first association agreement as a further element of the strategic eco
project for the rehabilitation of the former mining area.
Other Romanian prospects
Given the Company’s focus on BPPM, the application for an Exploration
Licence for our current claims at Magura Neagra and Piciorul Zimbrului
(collectively known as ‘Zagra’) has been placed on hold and will
recommence once internal resources are available. The Group continues to
believe that exploitation of the many mining opportunities that have become
dormant in Romania over the last two decades will be an attractive prospect
for global mining players seeking to capitalize on the projected increase in
demand globally for copper occasioned by the global transition to clean energy
and electric vehicles.
The Group’s ‘first mover position’ in Romania has attracted interest in
resuscitating the large-scale polymetallic resource projects in Romania.
Tajikistan
Takob processing Project (12.25% effective interest)
The Company, as one of a collective group of partners, has a mining project
(the “Takob project”) in Tajikistan with Open Joint Stock Company
Korkhonai Boygardonii Takob (“Takob”). The interest in the Takob project
was acquired as a result of the acquisition by a recently incorporated UK
company, Central Asia Investments Ltd, in which Vast has a 49 percent interest
of a 50 percent interest in Central Asia Minerals and Metals Ore Trading FZCO
(“CAMM”) which has an agreement with Takob (the “Master Agreement”).
Vast has an effective 24.5 percent indirect interest in the Takob project.
Takob, a wholly owned subsidiary of the Tajikistan Open Joint Stock Company
“TALCO”, the country’s largest group of companies, is the owner of the
operating Takob fluorite and galena mine (the “Mine”) in Tajikistan where
the strategic fluoride concentrate is sold to TALCO’s chemical division
(“TALCO Chemical LLC”), for the production of essential raw materials
required for primary aluminium production.
Under the Master Agreement the Mine is to produce approximately 7,000 tonnes
per month of ore containing no less than 1.5-2% lead, 1.2-1.4% zinc and 27%
fluoride. Under the Master Agreement CAMM is to provide equipment, technology
and technical expertise to upgrade and optimise the processing plant at the
Mine, and has undertaken the responsibility for the management and execution
of the Takob project. Takob will continue to mine ore at the Mine and produce
fluoride concentrate. Takob has undertaken to supply no less than 1,000,000
tonnes of ore to be processed in line with the Project that is anticipated to
run with the current Resource statement for 12 years.
CAMM has also under the Master Agreement been appointed as exclusive agent for
Takob to market and sell all non-ferrous concentrates and precious metals from
Takob’s Mine including but not limited to lead, zinc, gold and silver. An
exclusive offtake contract has been entered into with Trafigura PTE. Ltd, one
of the world’s leading independent commodity trading and logistics companies
for the sale of bulk concentrates produced by the Takob project. CAMM has
secured financing and is fully funded for the Takob project. In consideration
for CAMM’s financing obligations and provision of services under the Master
Agreement CAMM is entitled to receive 50 percent of net revenue from the sale
of non-ferrous concentrate and precious metals. In order for CAMM to provide
the expertise required to fulfil its services and marketing obligations under
the Master Agreement CAMM has entered a services agreement with Vast to
provide the services required. Under this agreement Vast is entitled to charge
for the services provided on the basis that 24.5 percent of the fees earned
will be left outstanding until they can be financed from revenue arising from
the Takob project. The project made good progress with the Takob mine and
achieved steady state production of a 95% minimum fluorite (CaF₂)
concentrate thus achieving satisfaction of a major performance condition of
the contract. In addition to fees receivable under the services agreement with
CAMM Vast is entitled to receive the equivalent of 12.25 percent royalty of
all sales of the non-ferrous concentrate and any other metals produced for its
participation in the collective group. The first shipment of the lead and zinc
at the Takob processing plant in Tajikistan in October 2023. Despite a lull in
production during the year due to weather related factors and internal matters
at Takob unrelated to the direct functioning of the plant, production
restarted after the year end.
Takob Tailings Project
CAMM also executed a Memorandum of Understanding (“MoU”) with Open Joint
Stock Company TALCO linked to processing the tailings produced by the Takob
Mine processing facility. During the initial soil sampling phase, the company
reported visible signs of Lead, Zinc and precious metals, including Gold,
Silver & Platinum Group Metals, in the tailings facility. Initial surface
survey results show that there is a minimum of 1 million tons and up to 3.3
million tons of material. Over the past 40 years of mining the processing
plant was focused on Calcium Fluoride recoveries, not on extraction of
non-ferrous or precious metals.
Aprelevka Gold Mines
In January 2024 the Company was appointed by Gulf International Minerals Ltd
(“Gulf”) to manage and develop the Aprelevka Gold Mines in the Tien Shan
Belt of Tajikistan. Gulf has a 49% interest in a venture with the Government
of Tajikistan (holding 51%) which own the Joint Tajik-Canadian Limited
Liability Company, Aprelevka. Under the agreement with Gulf, Vast will be
entitled to:
* a 10% share of the earnings before interest and tax that Gulf receives from
its 49% interest in Aprelevka;
* a right of first refusal to convert its entitlement into an equity interest
of 10% in Gulf at any time from 1 January 2025 to 15 January 2027, and;
* a right to acquire at market price up to a further 20% of the shares of Gulf
at any time from 1 January 2025 to 15 January 2027.
Aprelevka holds four active operational mining licences located along the Tien
Shan Belt that extends through Central Asia, currently producing approximately
11,600oz of gold and 116,000 oz of silver per annum. It is the intention of
the Company to assist in increasing Aprelevka's production from these four
mines closer to the historical peak production rates of approximately 27,000oz
of gold and 250,000oz of silver per year from the operational mines.
Two additional mines have been explored, and eight further licenced mining
areas that are currently being prospected have shown positive results.
Aprelevka also has three existing tailings dams that can be reprocessed
containing high gold values of which two tailings dams can be exploited in the
near term.
Since the year end, the Company has made progress at the Aprelevka mine,
realising costs savings and improving gold recoveries and production volumes
as envisaged at the time of Bay Square’s acquisition of Gulf in January
2024.The objective is to substantially increase volumes and profitability in
the next twelve months and to complete a JORC compliant resource study.
Zimbabwe
As stated in the Chairman’s Report, very significant progress has recently
been made by the parties relating to our historic claim. This has been a long
outstanding issue and the company remains confident of a final settlement
following the approval by the Attorney General’s office of the terms of the
settlement agreement and its recommendation to the relevant government body
for signature. The fully executed settlement agreement is currently awaited to
enable the Company to complete the process of recovery.
Corporate
The Company made a total payment of US$300,000 to its debt creditors to extend
repayment to 30 November 2023. Subsequent to this, several extensions were
made during the year at no extra cost, culminating in new schedule of
repayments announced on 29 April 2024 and which would begin on 7 May 2024 and
in large part funded through refinancing. Given the delays in refinancing, the
Company has not repaid any amounts to its lenders after the year end. The
Company continues to discuss arrangements with both Alpha and Mercuria and has
commenced alternative measures for settling the outstanding debts.
As reported last year, Craig Harvey, Technical Director and Chief Operating
Officer (COO) resigned on 3 March 2023. This has added considerably to
existing management and Board workload. The Company has initiated a search for
a COO Board position and hopes to fill the position in the coming months.
Strategy
The Group’s strategy is to:
* Attract appropriate funding for the Group – including from institutional
investment
* Attract appropriate joint venture partners and public institutions to invest
in the Group and projects of mutual interest
* Grow into a mid-tier mining company both organically and through
acquisitions financed principally by third parties
* Optimise operations to produce positive cashflows
* Add value to operations by increasing resources and reserves
* If expedient, hold significant minority stakes in new ventures operationally
managed by the Group
* Finance growth, where possible in a non-dilutive manner
* Maintain exposure to Romania and Zimbabwe where the Group has acquired
in-depth country knowledge
* Develop the Company’s existing relationship in Tajikistan with Talco with
a view to expanding its portfolio within the country
* Expand the Company’s polymetallic footprint further afield to complement
its Romanian strategy
Key performance indicators
In executing its strategy, the Board considers the Group’s key performance
indicators to be:
Cash cost per tonne milled
* Cash cost per tonne is derived from aggregate cash costs divided by tonnes
milled and measures productivity.
* BPPM cash cost per tonne was US$94 for the year (2023: US$131) and is
derived from aggregate cash costs divided by tonnes milled and measures
productivity.
* There has been no production at MPM this and last year given the mine was on
care and maintenance.
Cash costs per tonne of concentrate
* Cash cost per tonne produced is calculated by dividing aggregate cash cost
by concentrate tonnes produced and measures productivity.
* BPPM cash cost per tonne was US$3,765 for the year (2023: US$5,139) and is
derived from aggregate cash costs divided by the tonnes produced.
* There has been no production at MPM this year given the mine has been on
care and maintenance.
Plant production volumes as a measure of asset utilisation
* BPPM processed mill feed of 86,171 tonnes (2023: 60,750 tonnes).
* There has been no production at MPM this and last year given the mine was on
care and maintenance.
Total resources and reserves
* These indicators measure our ability to discover and develop new ore bodies,
including through acquisition of new mines, and to replace and extend the life
of our operating mines. We have published JORC-2012 compliant resource
estimates for both BPPM and MPM which are described above.
The rate of utilization of the Group’s cash resources. This is discussed
further below.
Cash resources
The Group’s year end position was US$0.025 million (2023: US$0.530 million).
During the year cash used in operations were US$3.971 million, with a
significant portion of the balance directly related to developing, supporting
and maintaining our mining assets.
Cash outflows from investing activities were US$0.495 million comprising
additions to property, plant, and equipment.
Cash net inflows from funding activities were US$ 3.961 million, comprising
the net of the proceeds from the issuance of shares of US$5.227 million less
net repayment of loans and borrowings and finance expenses of US$1.266
million.
The Directors monitor the cash position of the Group closely to plan
sufficient funds within the business to allow the Group to meet is commitments
and continue the development of assets. As part of this process, the Directors
closely monitor capital expenditure and the regulatory requirements of the
licences to ensure they continue in good standing.
Principal risks and uncertainties
Risk – Going concern
The Group will require funding in order to repay the Mercuria and Alpha debt
facilities, and to meet its ongoing working capital needs. The original
maturity date for these debt facilities was 15 May 2023 and this has been
extended on several occasions. Subsequent to the year end, these loans became
due and the Company received notice from Alpha that it would commence
enforcement procedures of the security given to it by a third party, who is a
shareholder of the Company. The Company has been given confirmation by the
third party that it is not his intention to take action against the Company
should Alpha commence enforcement action against him. No enforcement
proceedings have been initiated to date and the Company continues to discuss
arrangements with both Alpha and Mercuria and plans to repay the debts from
the proceeds of the historic claim and/or from refinancing. Significant
progress has been made regarding the settlement of the historic claim
following the approval of a settlement agreement by the Attorney General’s
office and its recommendation to the relevant government body to sign. The
Company has also received assurances from its previously announced refinancier
of its commitment to provide restructuring finance. However, in view of the
historical delays in executing these sources of liquidity, the Group has
commenced discussions with several strategic investors to invest at the
project level in both the Manaila Polymetallic Mine (“MPM”) and the Baita
Plai Polymetalic Mine (“BPPM”) and has also initiated other alternative
measures. The expectation is that these measures will allow the Group to repay
debt and will also provide the necessary funding to restart MPM and fund the
increase in capacity at BPPM.
The Company has also implemented a number of measures to improve the
short-term operational and financial position of the Group. In June 2024, the
Company decided to enter Vast Baita Plai SA (“VBPSA”), the operator of
BPPM, into a period of voluntary reorganisation to be effected by a Court
judged process under the Insolvency Act in Romania. This has allowed the
operation to significantly reduce both the labour force and operational costs
and to improve working practices with the objective conserving the Group’s
cash resources, improve project outcomes, and provide a stable platform for
phased growth. The voluntary reorganisation process is ongoing with a Court
date set for 14 November 2024, at which the Company’s Judicial Administrator
will present the rejected creditors and argue the merits for rejecting any
creditors from the initial creditors table, as well as presenting the progress
made since entering reorganisation, and present the initial step plan for the
reorganisation to be approved by the creditors in due course, of which Vast
Resources PLC will be the majority voting creditor. In September 2024, the
Group has also executed agreements with an ecological project to process and
market products from a rock and tailing dumps at the former Hanes gold mine in
Romania. This is expected to bring near-term liquidity and to be a future
source of earnings for the Group. The Company’s expectation is the
combination of these measures together with the initiatives described earlier,
will provide the necessary funding for settling the outstanding debt of the
Group and to satisfy the working capital needs of the Group.
Having regard to the risks outlined in the Strategic Report regarding the
voluntary reorganisations of the Group’s Romanian subsidiaries, and that
there is neither a legally binding extension of the Mercuria and Alpha nor
alternative legally binding funding or investing arrangements at the date of
this report, these conditions indicate the existence of a material uncertainty
which may cast significant doubt about the Group's and Company's ability to
continue as a going concern. The financial statements do not include the
adjustment that would result if the Group and Company were unable to continue
as a going concern.
Mitigation/Comments
In the event that the receipt of the historic claim proceeds and/or
refinancing is successfully executed, management is confident that with
continued progress in the realisation process Mercuria and Alpha would remain
supportive. To date, Mercuria and Alpha have extended the original repayment
date several times and have as yet not taken any action against the Company to
enforce repayment. However, as mitigation, the Company continues to engage
with investors and debt providers in order to provide liquidity to repay the
Mercuria and Alpha debt and to articulate the fundamental strength of the
Group’s business so as to attract additional funding when required.
Risk – Mining
Mining of natural resources involves significant risk. Drilling and operating
risks include geological, geotechnical, seismic factors, industrial and
mechanical incidents, technical failures, labour disputes and environmental
hazards.
Mitigation/Comments
Use of strong technical management together with modern technology and
electronic tools assist in reducing risk in this area. Good employee relations
are also key in reducing this exposure and consequently, after the year end,
the Company entered its mining operation at Baita into reorganisation so as to
address suboptimal performance arising from the Unions and certain BPPM
employee demands and practices which were adversely impacting mine
performance. The reorganisation gives VBPSA the opportunity to dismiss,
without significant cost, those employees involved in behaviour detrimental to
the Company, but also the possibility to re-employ those employees whom VBPSA
wishes to retain on new contracts materially more advantageous to BPSA.
Certain employees were demanding a reduction in working hours of about 25% and
an increase in paid holidays to almost twice that required under National
regulations. The Hiring of employees is well advanced and the management is
confident that this will restore good labour relations, benefiting all
stakeholders. The Group is committed to following sound environmental
guidelines and is keenly aware of the issues surrounding each individual
project.
Risk - Commodity prices
Commodity prices are subject to fluctuation in world markets and are dependent
on such factors as mineral output and demand, global economic trends and
geo-political stability.
Mitigation/Comments
The Group’s management constantly monitors mineral grades mined, cost of
production, and commodity diversity to ensure that mining output from its
active projects become economic and that its mining investments are
recoverable. The anticipated marginal contributions going forward at BPPM are
high versus fixed costs which provides a degree of liquidity protection in the
event prices decline significantly.
Risk – Management and Retention of Key Personnel
The successful achievement of the Group's strategies, business plans and
objectives depend upon its ability to attract and retain certain key
personnel.
Mitigation/Comments
The Group’s policy is to foster a management culture where management is
empowered and where innovation and creativity in the workplace are encouraged.
The Group has in place a “Share Appreciation Rights Scheme” for Directors
and senior executives to provide incentives based on the success of the
business and consults third party benchmarks for remuneration.
Risk - Country and Political
The Group’s activities are based in Romania, Zimbabwe and Tajikistan.
Emerging market economies could be subject to greater risks, including legal,
regulatory, economic, bribery and political risks, and are potentially subject
to rapid change.
Mitigation/Comments
The Group’s management team is experienced in its areas of operation and
skilled at operating within the framework of the local culture in Romania,
Tajikistan and Zimbabwe to progress its objectives. The Group routinely
monitors political and regulatory developments in each of its countries of
operation. In addition, the Group actively engages in dialogue with relevant
government representatives to keep abreast of all key legal and regulatory
developments applicable to its operations. The Group has several internal
processes and checks in place to ensure that it is wholly compliant with all
relevant regulations to maintain its mining or exploration licences within
each country of operation.
Risk - Social, Safety and Environmental
The Group's success may depend upon its social, safety and environmental
performance, as failures can lead to delays or suspension of its mining
activities.
Mitigation/Comments
The Group takes its responsibilities in these areas seriously and monitors its
performance across these areas on a regular basis. The Group has adopted and
obtained ISO 9001:2015 for Quality, ISO 45001: 2018 for Safety, and ISO
140001: 2015 for Environment. As mentioned earlier, we were very saddened on
14 July 2023 by a fatality at BPPM.
Risk – Voluntary reorganisations of the Group’s Romanian subsidiaries
On 10 June 2024, the Company announced that Vast Baita Plai SA, the
Company’s wholly owned Romanian subsidiary that holds the Baita Plai
association licence, had entered into a voluntary reorganisation to be
effected by a Court judged process under the Insolvency Act in Romania.
Although the reorganisation is under a judicial court process, it is of a
voluntary nature under which administrators are appointed by the Company. Vast
Baita Plai SA, and with it Baita Plai, continue to be controlled by and
operated by the Company through Andrew Prelea as Special Administrator,
appointed under that judicial process. Sinarom Mining Group Srl, the
Company’s wholly owned Company holding the Manaila licence recently
completed a similar voluntary reorganisation plan which was approved by the
Romanian courts and under which the operations continue to be controlled by
the Company. Failure to comply with the rules and regulations of the
insolvency process could result in bankruptcy proceedings being enacted at
Sinarom Mining Group Srl. In the case of Vast Baita Plai SA, a court date has
been set for 14 November 2024, at which the Company’s Judicial Administrator
will present the rejected creditors and argue the merits for rejecting any
creditors from the initial creditors table, as well as presenting the progress
made since entering reorganisation, and present the initial step plan for the
reorganisation. The final reorganisation plan will require creditor approval
by June 2025, and Vast Resources PLC will be the majority voting creditor at
the time of the anticipated approval. Failure to adhere to comply with the
rules and regulations through the insolvency process could result in
bankruptcy proceedings being enacted at Vast Baita Plai S.A.
Mitigation/Comments
The Group via its special administrator, Andrew Prelea, work closely with the
Judicial Administrator to ensure that all processes are conducted in
accordance with all applicable rules and regulations and that the necessary
creditor approval processes are adhered to in order to achieve a satisfactory
outcome.
Corporate Governance
The Company has adopted the QCA (Quoted Company Alliance) Code on corporate
governance. Details of how the Company complies with this are set out on the
Company’s website. Principles which are required to be dealt with under the
Code in the Company’s Annual Report are set out below.
Business model and strategy
This is described above under Strategy and elsewhere in this Report.
Risk Management
In addition to its other roles and responsibilities, the Audit and Compliance
Committee is responsible to the Board for ensuring that procedures are in
place and are being implemented effectively to identify, evaluate and manage
the significant risks faced by the Company.
The Directors have established procedures, as represented by this statement,
for the purpose of providing a system of internal control. An internal audit
function is not considered necessary or practical due to the size of the
Company and the close day to day control exercised by the Executive Directors.
The Board works closely with and has regular ongoing dialogue with the Company
Financial Director and other Executive Directors and has established
appropriate reporting and control mechanisms to ensure the effectiveness of
its control systems.
The risks facing the Company are detailed above. The Board seeks to mitigate
such risks so far as it is able to, as explained above, but certain important
risks cannot be controlled. The CEO is primarily responsible to the Board for
risk management.
In particular, the products the Company mines and is seeking to identify are
traded globally at prices reflecting supply and demand rather than the cost of
production. In Romania, the Company seeks to protect its cash flow by means of
a long-term offtake agreement, but it does not hedge future production.
Maintenance of a well-functioning Board of Directors led by the Chairman
Membership of the Board during the year is as follows:
Name Role Appointed
Brian Moritz Non-Executive Chairman 2 October 2016
Andrew Prelea Chief Executive Officer 1 March 2018
Roy Tucker Non-Executive Director 5 April 2005
Paul Fletcher Finance Director 6 November 2019
Nick Hatch Non-Executive Director 9 May 2018
Nigel Wyatt Non-Executive Director 23 August 2021
Andrew Hall Commercial Director 6 December 2021 (Died 27 November 2023)
The Non-Executive Directors other than Roy Tucker are considered to be
independent.
All the Directors are subject to re-election at intervals of no more than
three years.
The table illustrates the success of the Board in refreshing its membership.
The Board is well balanced both in its skill sets and in the domicile of its
members. Of the Executive Directors, Andrew Prelea is resident in Romania, and
Paul Fletcher in the UK. All the Non-Executive Directors are resident in the
UK.
Non-Executive Directors are committed to devote 3 days per month to the
Company. Executive Directors devote substantially the whole of their time to
the Company.
Where possible Directors are physically present at board meetings. However,
due to the divergence of locations, Directors may be present by telephone.
During the year ended 30 April 2024, in addition to several informal Board
discussions attended by all the Directors, there were nine Board meetings of
the Company of which six were attended by all Directors and three were
attended by all but one Director. There were a further eight meetings of a
formal nature. There was also one General Meeting in addition to the Annual
General Meeting.
Appropriate skills and experience of the Directors
The CVs of the Directors – three executives (two post 27 November 2023) and
four non-executives – as disclosed on the website, are set out below. In
addition, the Company has employed the outsourced services of Ben Harber of
Shakespeare Martineau as company secretary.
Andrew Prelea – Chief Executive Officer
Andrew has been involved in the mining sector for 12 years and with Vast since
2013. He has spearheaded the development of the Company’s Romanian
portfolio. Beginning his career in the early 1990s as a bulk iron ore and
steel trader in Romania, he then went on to develop his career in the property
and earthmoving sector in Australia before returning to Romania in 2003,
initially to focus on the development of properties for the Romanian Ministry
of Defence and latterly, private sector developments. Throughout his 31 year
career, Andrew has developed extensive investor and public relations
experience and has advised the Romanian government on wide ranging high-level
topics including social housing and economic policy. He has built a strong
network of contacts across the mining and metals industries and Europe and
southern Africa, in addition to policy makers and governmental authorities in
Romania, Tajikistan, and Zimbabwe.
Brian Moritz – Chairman
Brian is a Chartered Accountant and former Senior Partner of Grant Thornton UK
LLP, London; he formed Grant Thornton’s Capital Markets Team which floated
over 100 companies on AIM under his chairmanship. In December 2004, he retired
from Grant Thornton UK LLP to concentrate on bringing new companies to the
market. He specialises in natural resources companies, primarily in Africa,
and was formerly chairman of Metal Bulletin plc, African Platinum plc and
Chromex Mining plc as well as currently being chairman of several junior
mining companies.
Roy Tucker – Non-Executive Director
Roy is a Chartered Accountant with some 50 years of high level and broad
spectrum professional and business experience. He has been the founder of a
London banking group, served on bank boards and had a position as a major
shareholder of a substantial London commodity house. He is also the founder of
Legend Golf and Safari Resort in South Africa. He has substantial investment
in the Romanian property sector.
Paul Fletcher – Finance Director
Paul is a Chartered Accountant and Fellow of the Association of Corporate
Treasurers with 32 years’ experience working in the commodity and financial
services industries. He has held a variety of senior international finance and
operational roles in trading, processing, and financial businesses in the US,
Europe, and Asia.
Andrew Hall – Commercial Director
The Company and the Board of Directors were extremely saddened by the passing
of Andrew Hall on 27 November 2023. Andrew was a very valued member of the
team. He will be greatly missed and fondly remembered. Andrew had spent the
last fourteen years working in natural resources and finance linked
businesses. Before joining the Company in December 2018, Andrew had previously
worked at a natural resource focussed merchant bank where he established and
managed the alternative finance distribution business covering asset managers,
private equity, investment banks, family offices and trading houses.
Nick Hatch – Non-Executive Director
Nick has more than 38 years’ experience in mining investment banking,
primarily as a mining analyst and in managing mining & metals research and
equities teams. He was most recently Director of Mining Equity Research at
Canaccord Genuity in London. Nick’s experience includes researching and
advising on mining companies and projects across the globe and across the
commodity spectrum and includes companies of all sizes. Nick left investment
banking in 2017, and has set up his own company, Nick Hatch Mining Advisory
Ltd, to provide mining research, business development and financing advice. He
holds a degree in Mining Geology and is a Chartered Engineer.
Nigel Wyatt – Non-Executive Director
Nigel is a Chartered Engineer, a graduate of the Camborne School of Mines. He
has held senior positions in several mining and engineering companies
primarily in Southern Africa. These include CEO of Chromex Mining Plc, group
marketing director of a De Beers subsidiary group supplying specialised,
materials, engineering and technology to the mining and industrial sectors,
and commercial director of Dunlop Industrial Products (Pty) Ltd, South Africa.
He has wide ranging experience in ore and diamond recovery technologies and
the manufacture of electronic sorting equipment. His experience includes the
design and erection of ore sorting and treatment plants.
The Company believes that the current balance of skills on the Board, as a
whole, reflects the broad range of commercial and professional skills that the
Company requires. Among the Executive Directors, Andrew Prelea is experienced
in general management, including identifying and negotiating new business
opportunities; Paul Fletcher is a Chartered Accountant and Fellow of the
Association of Corporate Treasurers with broad international and financial
management experience in the commodity sector. The Company has initiated a
search for a Chief Operational Officer (COO) Board position and hopes to fill
the position in the coming months.
Among the Non-executives Brian Moritz is a Chartered Accountant with senior
experience. In addition to his financial skills he has former experience as a
Registered Nominated Adviser. Roy Tucker is a Chartered Accountant with many
years’ experience in general executive management. Nick Hatch is a qualified
geologist with experience in evaluating mining companies and natural resource
projects. Nigel Wyatt is a Chartered Engineer, a graduate of the Camborne
School of Mines with wide ranging experience in the commercial aspects of
mining and in ore and diamond recovery technologies.
Importantly, three Directors without geological qualifications have
significant experience with junior companies in the natural resources sector.
Evaluation of Board Performance
The Group is in the process of fast evolution and at this stage in the
Company’s development it is not deemed necessary to adopt formal procedures
for evaluation of the Board or of the individual Directors. There is frequent
informal communication between members of the Board and peer appraisal takes
place on an ongoing basis in the normal course of events. However, the Board
will keep this under review and may consider formalised independent evaluation
reviews at a later stage in the Company’s development.
Given the size of the Company, the whole Board is involved in the
identification and appointment of new Directors and as a result, a Nominations
Committee is not considered necessary at this stage. The importance of
refreshing membership of the Board is recognised and has been implemented. In
2018 Andrew Prelea was appointed to replace Roy Pitchford as CEO, and Nick
Hatch replaced Brian Basham as a Non-executive Director. In November 2019,
Paul Fletcher was appointed to the Board as Finance Director, and in 2021
Nigel Wyatt was appointed to replace Eric Diack as Non-executive Director, and
Andrew Hall appointed to the Board as Commercial Director. Nevertheless, it is
envisaged that the Board will be strengthened in due course as and when new
projects are operated by the Company.
Maintenance of Governance Structures and Processes
The corporate governance structures which the Company is able to operate are
limited by the size of the Board, which is itself dictated by the current size
and geographical spread of the Company’s operations, with Directors resident
in the UK and Romania. With this limitation, the Board is dedicated to
upholding the highest possible standards of governance and probity.
The Chairman, Brian Moritz:
* leads the Board and is primarily responsible for the effective working of
the Board;
* in consultation with the Board ensures good corporate governance and sets
clear expectations with regards to Company culture, values and behaviour;
* sets the Board’s agenda and ensures that all Directors are encouraged to
participate fully in the activities and decision-making process of the Board.
The CEO, Andrew Prelea:
* is primarily responsible for developing Vast’s strategy in consultation
with the Board, for its implementation and for the operational management of
the business;
* is primarily responsible for new projects and expansion;
* in conjunction with the CFO and Commercial Director is responsible for
attracting finance and equity for the Company;
* runs the Company on a day-to-day basis;
* implements the decisions of the Board;
* monitors, reviews and manages key risks.
The Finance Director, Paul Fletcher:
* is responsible for the administration of all aspects of the Group;
* oversees the accounting and treasury function of all Group companies;
* in conjunction with the CEO, is responsible for the financial risk
management of the Company;
* is responsible for financial modelling to support fund raising initiatives
and structuring trade related funding;
* is responsible for financial planning and analysis;
* deals with all matters relating to the independent audit.
* The Commercial Director, Andrew Hall, until his passing on 27 November 2023:
* worked with the CEO on the Company’s strategic business initiatives and
capital raising;
* was responsible for offtake relationships;
* was responsible for leading the Company’s external and investor
communications;
* was the main point of contact with the Company’ s Nomad.
Since Andrew’s passing, these responsibilities have been shared by the Board
of Directors.
Roy Tucker who is a Non-Executive Director also provides legal, consultancy
and compliance services to the Company.
The Remuneration Committee is currently chaired by Nick Hatch and comprises
Nick Hatch, Brian Moritz and Nigel Wyatt. The Remuneration Committee is
responsible for establishing a formal and transparent procedure for developing
policy on executive remuneration and to set the remuneration packages of
individual Directors. The Committee’s policy is to provide a remuneration
package which will attract and retain Directors and management with the
ability and experience required to manage the Company and to provide superior
long-term performance.
The Audit and Compliance Committee is currently chaired by Brian Moritz and
comprises Brian Moritz, Nick Hatch and Nigel Wyatt. It normally meets twice
per annum to inter alia, consider the interim and final results. In the latter
case the auditors are present and the meeting considers and takes action on
any matters raised by the auditors arising from their audit.
Matters reserved for the Board include:
* Vision and strategy
* Production and trading results
* Financial statements and reporting
* Financing strategy, including debt and other external financing sources
* Budgets, acquisitions and expansion projects, divestments and capital
expenditure and business plans
* Corporate governance and compliance
* Risk management and internal controls
* Appointments and succession plans
* Directors’ remuneration
Shareholder Communication
The Board is committed to maintaining effective communication and having
constructive dialogue with its shareholders in accordance with Principle Two
of the Quoted Companies Alliance Code as adopted by the Company. The Company
is desirous of obtaining an institutional shareholder base, and institutional
shareholders and analysts will have the opportunity to discuss issues and
provide feedback at meetings with the Company.
The Investors section of the Company’s website provides all required
regulatory information as well as additional information shareholders may find
helpful including: information on Board members, advisors and significant
shareholdings, a historical list of the Company’s Announcements, its
corporate governance information, the Company’s publications including
historic annual reports and notices of annual general meetings, together with
share price information.
The results of shareholder meetings will be publicly announced through the
regulatory system and displayed on the Company’s website with suitable
explanations of any actions undertaken as a result of any significant votes
against resolutions.
Section 172 (1) Statement
The Directors of the Company must act in accordance with a set of general
duties. These duties are detailed in section 172 of the UK Companies Act 2006.
This Section 172 statement explains how the Directors fulfil these duties.
Each Director must act in a way that they consider, in good faith, would be
most likely to promote the Company’s success for the benefit of its members
as a whole, and in doing so have regard (among other matters) to:
S172(1) (a) “The likely consequences of any decision in the long term”
The Board has focused its resources primarily on its key mining opportunity,
BPPM. The Board has also expanded and continues to look to expand the
Company’s polymetallic footprint further afield to complement its Romanian
and Zimbabwe strategies. For further details on the Company’s strategy and
the key performance indicators, please see page 10 and 11. The Board has
implemented processes to identify, measure, manage, and mitigate risks and
uncertainties arising from the implementation of its strategy. These risks and
uncertainties are highlighted on pages 11 to 14 and the processes by which
they are managed are highlighted under the Risk Management principles set out
on the Corporate Governance section on page 14.
S172(1) (b) “The interests of the Company’s employees”
The successful achievement of the Group's strategies, business plans and
objectives depend upon its ability to attract, motivate, and protect the
safety of its employees. Health and Safety, and Human Rights policies clearly
articulate the Board’s expectations and safeguard the interests of the
Company’s employees. The Group’s policy is to foster a management culture
where management is empowered and where innovation and creativity in the
workplace are encouraged and rewarded. This is reflected in the performance
programs that the Company has implemented.
S172(1) (c) “The need to foster the company’s business relationships with
suppliers, customers and others”
The Company has ongoing dialogue with its customers and suppliers and ensures
that a strong relationship is maintained at the level of senior management.
This ensures alignment with the Company’s business objectives and promotes
strong collaboration. As mentioned on page 17, under Shareholder
Communication, the Board maintains effective communication with its
shareholders and provides updates and information through public announcements
on the regulatory system and on the Company website.
S172(1) (d) “The impact of the company’s operations on the community and
the environment”
As mentioned on page 13, under Risk – Social, Safety and Environmental, the
Group monitors its performance across these areas on a regular basis. The
Group has adopted and obtained ISO 9001:2015 for Quality, ISO 45001: 2018 for
Safety, and ISO 140001: 2015 for Environment. As mentioned in the Chairman’s
Report on page 6, the Company has also implemented formal policies on these
areas.
S172(1) (e) “The desirability of the company maintaining a reputation for
high standards of business conduct”
As more fully explained on page 6 of the Chairman’s Report and under the
Corporate Governance section on page 14 the Board strives to promote a culture
based on high business conduct standards.
S172(1) (f) “The need to act fairly as between members of the company”
Having assessed all necessary factors, and as supported by the processes
described above, the Directors consider the best approach to delivering on the
Company’s strategy. This is done after assessing the impact on all
stakeholders and is performed in such a manner so as to act fairly as between
the Company’s members.
Outlook
The Company has had a very challenging year. Our performance at BPPM did not
meet our internal expectations but we believe that with the reorganisation at
the mine will create the base on which to successfully grow the operation.
This will be dependent upon additional funding which we expect will be derived
from settlement of the historic claim following the approval of the terms of
the settlement agreement by the Attorney General’s office and its
recommendation to the relevant government body for signature. The Company has
also received assurances from its refinancier of its commitment to provide
restructuring finance. However, in view of the historical delays in executing
these sources of liquidity, the Company has commenced alternative measures for
settling the outstanding debts and also to address the short-term working
capital needs of the group. The expectation is that these sources of liquidity
will place the Company on a much stronger financial footing.
During the year we added to our Tajikistan footprint through an interest in
the Aprelevka Gold Mine, and after the year end diversified our Romanian
operations following the execution of agreements with an ecological project to
process and market products from clean-up operations at the former Hanes Gold
Mine located in the Alba region of Romania. These projects offer good near and
medium-term prospects and do not require any funding from Vast. MPM continues
to hold significant value for the Company, supported by continued strong
demand for copper and improved production techniques. The priorities this year
have again prevented the team from devoting time to realising the value of the
asset and we are engaging with investors to support at the project level the
restart of MPM.
The economic fundamentals for the Company’s polymetallic business are
strong. Continued demand for copper has buoyed prices, despite current
geopolitical risks. The forecast global growth in electric vehicles remains
likely to create, over the next decade, a shortage of copper as producers
struggle to meet demand as a consequence of declining grades, water supply
issues and community resistance holding back discovery and exploitation of new
resources. Gold prices remain extremely well supported and we believe that
this will benefit Vast in its new gold mining interests which provide
diversification for the Company.
On behalf of the Board,
Andrew Prelea
Group Chief Executive Officer
REPORT OF THE DIRECTORS
for the year ended 30 April 2024
The Directors present their report together with the audited financial
statements for the twelve-month period ended 30 April 2024.
Results and dividends
The Group statement of comprehensive income is set out on page 30 and shows
the loss for the period.
The Directors do not recommend the payment of a dividend (2023: nil).
Financial instruments
Details of the use of financial instruments by the Company and its subsidiary
undertakings are contained in note 21 of the financial statements.
Directors
The Directors who served during the period and up to the date hereof were as
follows: -
Date of Appointment
Roy Tucker 5 April 2005
Brian Moritz 3 October 2016
Andrew Prelea 1 March 2018
Nick Hatch 9 May 2018
Paul Fletcher 6 November 2019
Nigel Wyatt 23 August 2021
Andrew Hall 6 December 2021 (died 27 November 2023)
Directors’ interests
The interests in the shares of the Company of the Directors who served during
the period were as follows:
30 April 2024 30 April 2023
New Ordinary Shares* New Ordinary Shares*
Andrew Hall 19,258 19,258
Nigel Wyatt - -
Paul Fletcher 117,580 117,580
Nick Hatch - -
Brian Moritz 41,667 41,667
Andrew Prelea 5,177,525 5,177,525
Roy Tucker 490,960 490,960
Total 5,846,990 5,846,990
*Restates the ordinary share holdings at 30 April 2024 as new ordinary shares issued under the Company's Capital Reorganisation approved on 29 February 2024.
Share Appreciation Rights Scheme
The following Directors have been granted rights under the Company’s Share
Appreciation Rights Scheme:
In issue at Grant date Awarded during period Exercised / lapsed during period In issue at Vesting period
30 April 2023* 30 April 2024
Start Finish
Paul 29,167 24-Nov-20 (29,167) 0 24-Nov-20 23-Nov-23
Fletcher 29,167 24-Nov-20 (29,167) 0 31-Mar-21 31-Mar-24
1,791,667 24-Apr-23 1,791,667 01-May-23 31-Dec-25
1,791,667 24-Apr-23 1,791,667 01-May-23 31-Dec-25
Nick 8,333 24-Nov-20 (8,333) 0 24-Nov-20 23-Nov-23
Hatch 8,333 24-Nov-20 (8,333) 0 31-Mar-21 31-Mar-24
Andrew 2,500,000 24-Apr-23 2,500,000 01-May-23 31-Dec-25
Prelea 2,500,000 24-Apr-23 2,500,000 01-May-23 31-Dec-25
Roy 18,750 24-Nov-20 (18,750) 0 24-Nov-20 23-Nov-23
Tucker 18,750 24-Nov-20 (18,750) 0 31-Mar-21 31-Mar-24
1,166,667 24-Apr-23 1,166,667 01-May-23 31-Dec-25
1,166,667 24-Apr-23 1,166,667 01-May-23 31-Dec-25
Andrew 16,667 24-Nov-20 (16,667) 0 24-Nov-20 23-Nov-23
Hall 16,667 24-Nov-20 (16,667) 0 31-Mar-21 31-Mar-24
1,708,333 24-Apr-23 1,708,333 01-May-23 31-Dec-25
1,708,333 24-Apr-23 1,708,333 01-May-23 31-Dec-25
14,479,168 - (145,834) 14,333,334
*Previous year balances have been restated to reflect the Company’s Company
Reorganisation approved on 29 February 2024.
**See note 23 for further details of the SARS.
Directors’ remuneration
Apr-24 Apr-23
Salary/Fees Other Total Salary/Fees Other Total
$’000 $’000 $’000 $’000 $’000 $’000
Nigel Wyatt 28 - 28 27 - 27
Paul Fletcher 182 7 189 176 1 177
Nick Hatch 28 - 28 27 - 27
Craig Harvey - - - 192 - 192
Brian Moritz 29 - 29 28 - 28
Andrew Prelea 258 - 258 258 - 258
Roy Tucker 87 - 87 83 - 83
Andrew Hall 98 6 104 162 14 176
Total 710 13 723 953 15 968
The Company has developed a practice of deferring payment of varying
proportions of sums earned by Directors until the Company liquidity position
improves.
As at 30 April 2024 a total of US$1,338,666 was owed to Directors (Brian
Moritz – US$141,317, Nick Hatch – US$130,571, Roy Tucker US$370,708, Nigel
Wyatt – US$73,994, Paul Fletcher US$381,791, Andrew Prelea US$223,394, and
Andrew Hall – US$16,891). As at 30 April 2023 a total of US$1,052,484 was
owed to the Directors (Brain Moritz - US$116,763, Nick Hatch - US$104,666, Roy
Tucker - US$282,318, Nigel Wyatt - US$46,721, Paul Fletcher - US$245,231,
Andrew Prelea - US$106,280, Craig Harvey - US$138,920, and Andrew Hall -
US$11,585).
Future developments
The Company’s plans for future developments are more fully set down in the
Strategic Report, on pages 7 to 19.
Research and development
A drill campaign at the Baita Plai Polymetallic Mine (“BPPM”) commenced in
2023 has yielded promising results and supported the August 2024 approval of a
five-year extension of the Head Licence held by Baita SA and under which Vast
Baita Plai SA (“VBPSA”) has the rights to mine polymetallics at BPPM. The
Company is to continue the drilling campaign at BPPM with the objective of
establishing an enlarged JORC compliant Mineral Resource potentially upgrading
the existing Mineral Resource with the inclusion of a JORC compliant
Exploration Target of 11.65 to 12.65 million tonnes.
The Company performed extraction techniques on samples from the Blueberry
project that achieved gold recoveries in excess of 85%, exceeding the
anticipated 44% yield submitted to the Romanian authorities for the approval
of the exploitation licence.
Disabled employees
The Group gives full consideration to applications for employment from
disabled persons where the candidate’s particular aptitudes and abilities
are consistent with adequately meeting the requirements of the job.
Opportunities are available to disabled employees for training, career
development and promotion.
Where existing employees become disabled, it is the Company’s policy to
provide continuing employment wherever practicable in the same or an
alternative position and to provide appropriate training to achieve this aim.
Streamlined Energy and Carbon Reporting (SECR) regulations
The Company did not consume more than 40,000kWh of energy in the UK in the
reporting period and is therefore exempt from reporting under these
regulations.
Auditors
All of the current Directors have taken all the steps that they ought to have
taken to make themselves aware of any information needed by the Group's
auditors for the purposes of their audit and to establish that the auditors
are aware of that information. The Directors are not aware of any relevant
audit information of which the auditors are unaware. Vast’s auditor, Crowe
U.K. LLP, was initially appointed on 25 April 2016 and it is proposed by the
Board that they be reappointed as auditors at the forthcoming AGM.
Events after the reporting date
These are more fully disclosed in Note 28.
By order of the Board
Ben Harber
Secretary
30 October 2024
Statement of Directors' responsibilities
The Directors are responsible for preparing the Strategic Report, the
Directors' Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the
financial statements in accordance with UK-adopted International Accounting
Standards and applicable law.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the company and the group and of the profit or loss of the group
for that period. In preparing these financial statements, the Directors are
required to:
* select suitable accounting policies and then apply them consistently;
* make judgments and accounting estimates that are reasonable and prudent;
* state whether applicable accounting standards have been followed, subject to
any material departures disclosed and explained in the financial statements;
* prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group’s transactions and disclose with
reasonable accuracy at any time the financial position of the Group and enable
them to ensure that the financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of the Group and
hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
They are further responsible for ensuring that the Strategic Report and the
Report of the Directors and other information included in the Annual Report
and Financial Statements is prepared in accordance with applicable law in the
United Kingdom.
The maintenance and integrity of the Group’s website is the responsibility
of the Directors.
Legislation in the United Kingdom governing the preparation and dissemination
of the accounts and the other information included in annual reports may
differ from legislation in other jurisdictions.
Independent Auditor’s Report to the Members of Vast Resources Plc
Opinion
We have audited the financial statements of Vast Resources plc (the “Parent
Company”) and its subsidiaries (the “Group”) for the year ended 30 April
2024, which comprise:
* the Group statement of comprehensive income for the year ended 30 April
2024;
* the Group and Parent Company statements of changes in equity for the year
ended 30 April 2024
* the Group and Parent Company statements of financial position as at 30 April
2024;
* the Group and Parent Company statements of cash flows for the year then
ended; and
* the notes to the financial statements, including a summary of material
accounting policies.
The financial reporting framework that has been applied in the preparation of
the financial statements is applicable law and UK-adopted International
Accounting Standards.
In our opinion the financial statements:
* give a true and fair view of the state of the Group’s and of the Parent
Company's affairs as at 30 April 2024 and of the Group’s loss for the period
then ended;
* have been properly prepared in accordance with UK-adopted International
Accounting Standards; and
* have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and the Parent Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to the basis of preparation and going concern assessment
note on page 35 in the financial statements, which indicates the Group will
require funding for general working capital and to repay the debts owed to
Mercuria Energy Trading SA (Mercuria) and A&T Investments Sarl (“Alpha”).
Whilst the Group continues progress with the realisation of the proceeds
associated with a historic claim, there is ongoing discussion with investor
and debt providers for alternative funding arrangements, but no binding
agreements are in place. As stated in this note, these events or conditions,
along with the other matters as set forth in the note, indicate that a
material uncertainty exists that may cast significant doubt on the Group’s
and Parent Company’s ability to continue as a going concern. Our opinion is
not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors use
of the going concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the directors’ assessment of
the Group and Parent Company’s ability to continue to adopt the going
concern basis of accounting included the following:
* We obtained managements going concern assessment, assessed the
appropriateness of the approach and tested the mathematical accuracy of the
model;
* We assessed the accuracy of management’s past forecasting for the previous
financial years by comparing management’s forecasts to actual results for
those years and have considered the impact on the working capital forecast;
* We assessed and challenged the key assumptions into the model including
metal prices, operating expenditure and production volumes and agreeing to
forecast data;
* We reviewed management’s assessment regarding the material uncertainty
disclosed in the basis of preparation and going concern assessment and
considered the impact the quantum and timing of these cashflow, together with
actions in the events that key financing events are delayed or do not occur;
* We assessed the position of the voluntary reorganisation procedures in place
over the Romanian subsidiaries;
* We discussed with management the quantum and timing of the future fund
raises, we also obtained appropriate supporting evidence regarding progress of
fundraising activities or arrangements; and
* We assessed the adequacy of the disclosures made in the financial
statements.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An
item is considered material if it could reasonably be expected to change the
economic decisions of a user of the financial statements. We used the concept
of materiality to both focus our testing and to evaluate the impact of
misstatements identified.
Based on our professional judgement, we determined overall materiality for the
Group financial statements as a whole to be $238,000 (2023: $220,000), based
on approximately 1% of the Group’s assets. Materiality for the Parent
Company financial statements as a whole was set at $125,000 (2023: $130,000),
based on approximately 3% (2023: 5%) of the Company’s normalised loss before
tax.
We use a different level of materiality (‘performance materiality’) to
determine the extent of our testing for the audit of the financial statements.
Performance materiality is set based on the audit materiality as adjusted for
the judgements made as to the entity risk and our evaluation of the specific
risk of each audit area having regard to the internal control environment.
This is set at $166,000 (2023: $154,000) for the Group and $87,500 (2023:
$91,000) for the Parent Company.
Where considered appropriate performance materiality may be reduced to a lower
level, such as, for related party transactions and directors’ remuneration.
We agreed with the Audit and Compliance Committee to report to it all
identified errors in excess of $7,000 (2023: $6,600). Errors below that
threshold would also be reported to it if, in our opinion as auditor,
disclosure was required on qualitative grounds.
Overview of the scope of our audit
Of the Group’s reporting components, in addition to the Parent Company, we
identified two entities comprising one component requiring audit procedures to
be performed for group reporting purposes, the component is located in
Romania. The components within the scope of our work accounted for 100% of the
group’s total assets and 100% of the result for the period. The work on
these components was performed by local auditors under our direction and
review.
We issued instructions to the local auditors which included details of the
significant areas to be covered, including the key audit matters detailed
below, and the information required to be reported back. We reviewed the audit
work performed by the component auditors, communicated our findings therefrom
and any further work required by us was then performed by the local auditor.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
In addition to the matter described in the ‘Material uncertainty related to
going concern section, we have determined the following key audit matters.
This is not a complete list of all risks identified by our audit.
Key audit matter How the scope of our audit addressed the key audit matter
Carrying value of property, plant and equipment At 30 April 2024 the group had property, plant and equipment of $17.3million (2023: $17.8million). The group incurred a loss from operations of $14.7 million (2023: $10.5 million) and therefore there could be evidence that these assets are impaired, as detailed in note 10 to the financial statements As noted, there is a further risk that failure to obtain sufficient funding to support operations in Romania, or if there is a negative outcome in the voluntary reorganisation procedures, this could result in a significant impairment to the carrying value of these assets. We obtained management’s impairment assessment of assets, assessed the existence and the design effectiveness of control of the approval of the capitalised expenditure and management’s assessment, and reviewed the impairment model and discussed the key
inputs into the model with management. We performed audit procedures, including applying challenge regarding the reasonableness on the inputs into the model as follows: * the forecast cash flows within the assessment period;
* the expected margin and prevailing commodity prices:
* the discount rate applied to the forecast; and
* benchmarked the underlying key input assumption to the market information.
We tested the accuracy of management’s forecasting through a comparison of budget to actual data and historical variance trends to ensure the forecast consistently applied in the going concern assessment. We considered and assessed the managements’
sensitivity analysis whether a reasonably possible change to a key input would result in an impairment charge. We also considered the disclosure made in the financial statements relating to impairments are appropriate, particularly in respect of the wider
business plan, the level of required funding to realise the value of the property, plant and equipment and the matters relating to the voluntary reorganisations.
Carrying value of investments and intercompany receivables – Parent Company The carrying value of investments in subsidiaries in the Parent Company financial statements at 30 April 2024 was $23.3million (2023: $23.3million) as well as intercompany receivables of $38.1million (2023: $33.9million). The valuation of these investments and the recovery of the intercompany receivables are almost entirely dependent on the successful execution of the business plan. Failure to execute the business plan, or a negative outcome in the voluntary reorganisation procedures, would likely result in an impairment to the carrying value of the investments in We obtained and assessed the existence and the design effectiveness of control of the management’s assessment of the impairment of investment in subsidiaries and the intercompany receivables. We considered the following matters: * Management’s assessment
loans to subsidiaries. as to whether any indication of impairment existed. This includes considering the existence of any indication of discontinued activities, management’s future plans for the business, and the market capitalisation of the Group.
* We reviewed management’s impairment model and discussed the key inputs into the model with management. This includes applying challenge regarding the reasonableness on the key inputs assumption used by management in assessing the forecast cashflows of
the underlying assets in the subsidiary and thus the ability of the subsidiaries to generate profit and ultimately remit that to the Parent Company; and
* We assessed the adequacy of the associated disclosure in the financial statements.
Our audit procedures in relation to these matters were designed in the context
of our audit opinion as a whole. They were not designed to enable us to
express an opinion on these matters individually and we express no such
opinion.
Other information
The directors are responsible for the other information contained within the
annual report. The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion based on the work undertaken in the course of our audit
* the information given in the strategic report and the directors' report for
the financial year for which the financial statements are prepared is
consistent with the financial statements; and
* the strategic report and the directors’ report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors’
report.
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
* adequate accounting records have not been kept by the parent company, or
returns adequate for our audit have not been received from branches not
visited by us; or
* the parent company financial statements are not in agreement with the
accounting records and returns; or
* certain disclosures of directors' remuneration specified by law are not
made; or
* we have not received all the information and explanations we require for our
audit.
Responsibilities of the directors for the financial statements
As explained more fully in the directors’ responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group’s and Parent Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within
which the Group operates, focusing on those laws and regulations that have a
direct effect on the determination of material amounts and disclosures in the
financial statements. The laws and regulations we considered in this context
were relevant company law and taxation legislation in the UK and Romania being
the principal jurisdictions in which the Group operates.
We identified the greatest risk of material impact on the financial statements
from irregularities, including fraud, to be the override of controls by
management. Our audit procedures to respond to these risks included enquiries
of management about their own identification and assessment of the risks of
irregularities, sample testing on the posting of journals and reviewing
accounting estimates for biases in particular where significant judgements are
involved (see Key Audit Matters above).
Owing to the inherent limitations of an audit, there is an unavoidable risk
that some material misstatements of the financial statements may not be
detected, even though the audit is properly planned and performed in
accordance with the ISAs (UK).
The potential effects of inherent limitations are particularly significant in
the case of misstatement resulting from fraud because fraud may involve
sophisticated and carefully organised schemes designed to conceal it,
including deliberate failure to record transactions, collusion or intentional
misrepresentations being made to us.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
John Glasby (Senior Statutory Auditor)
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
30 October 2024
Group statement of comprehensive income
for the year ended 30 April 2024
30 Apr 2024 30 Apr 2023
12 Months 12 Months
Group Group
Note $’000 $’000
Revenue 2,026 3,720
Cost of sales (7,575) (8,402)
Gross loss (5,549) (4,682)
Overhead expenses (6,454) (3,454)
Depreciation of property, plant and equipment 2 (633) (706)
Share option and warrant expense 2, 23 (329) (274)
Exchange gain / (loss) 2 (1,329) 1,411
Other administrative and overhead expenses (4,163) (3,885)
Fair value movement in available for sale investments - -
Loss from operations (12,003) (8,136)
Finance income 4 1 -
Finance expense 4 (2,650) (2,370)
Loss before taxation from continuing operations (14,652) (10,506)
Taxation charge 5 - -
Total (loss) taxation for the period (14,652) (10,506)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Exchange gain /(loss) on translation of foreign operations 1,055 (1,197)
Total comprehensive expense for the period (13,597) (11,703)
(Loss) per share - basic and diluted - amount in cents ($) 8 (2.15) (3.38)
The accompanying accounting policies and notes on pages 35 to 66 form an
integral part of these financial statements.
Group statement of changes in equity
for the year ended 30 April 2024
Share capital Share premium Share option reserve Foreign currency translation reserve Retained deficit Total
$’000 $’000 $’000 $’000 $’000 $’000
At 30 April 2022 41,458 94,707 2,574 (376) (136,234) 2,129
Total comprehensive loss for the period - - - (1,197) (10,506) (11,703)
Share option and warrant charges - - 274 - - 274
Share options and warrants lapsed - - (2,193) - 2,193 -
Share warrants issued to lenders - - 277 - - 277
Shares issued:
- for cash consideration 2,285 7,531 - - 9,816
- to settle liabilities 630 1,120 - - - 1,750
At 30 April 2023 44,373 103,358 932 (1,573) (144,547) 2,543
Total comprehensive loss for the period - - - 1,055 (14,652) (13,597)
Share option and warrant charges - - 329 - - 329
Share options and warrants lapsed - - (178) - 178 -
Shares issued:
- for cash consideration 3,308 1,919 - - 5,227
At 30 April 2024 47,681 105,277 1,083 (518) (159,021) (5,498)
The accompanying accounting policies and notes on pages 35 to 66 form an
integral part of these financial statements.
Company statement of changes in equity
for the year ended 30 April 2024
Share capital Share premium Share option reserve Foreign currency translation reserve Retained deficit Total
$’000 $’000 $’000 $’000 $’000 $’000
At 30 April 2022 41,458 94,707 2,574 (4,954) (90,260) 43,525
Total comprehensive loss for the period - - - - (2,689) (2,689)
Share option and warrant charges - - 274 - - 274
Share options and warrants lapsed - - (2,193) - 2,193 -
Share warrants issued to lenders - - 277 - - 277
Shares issued:
- for cash consideration 2,285 7,531 - - - 9,816
- to settle liabilities 630 1,120 - - - 1,750
At 30 April 2023 44,373 103,358 932 (4,954) (90,756) 52,953
Total comprehensive loss for the period - - - - (5,596) (5,596)
Share option and warrant charges - - 329 - - 329
Share options and warrants lapsed - - (178) - 178 -
Shares issued:
- for cash consideration 3,308 1,919 - - - 5,227
At 30 April 2024 47,681 105,277 1,083 (4,954) (96,174) 52,913
The accompanying accounting policies and notes on pages 35 to 66 form an
integral part of these financial statements
Group and Company statements of financial position
As at 30 April 2024
30 Apr 2024 30 Apr 2023 30 Apr 2024 30 Apr 2023
Group Group Company Company
$’000 $’000 $’000 $’000
Assets Note
Non-current assets
Property, plant and equipment 10 17,274 17,840 2 3
Available for sale investments 16 891 891 891 891
Investment in subsidiaries 11 - - 23,302 23,302
Investment in associates 12 417 417 417 417
Loans to group companies 13 - 36,581 33,920
18,582 19,148 61,193 58,533
Current assets
Inventory 14 823 973 - -
Receivables 15 2,426 2,936 634 1,024
Cash and cash equivalents 25 530 21 460
Total current assets 3,274 4,439 655 1,484
Total Assets 21,856 23,587 61,848 60,017
Equity and Liabilities
Capital and reserves attributable to equity holders of the Parent
Share capital 22 47,681 44,373 47,681 44,373
Share premium 22 105,277 103,358 105,277 103,358
Share option reserve 1,083 932 1,083 932
Foreign currency translation reserve (518) (1,573) (4,954) (4,954)
Retained deficit (159,021) (144,547) (96,174) (90,756)
Total equity (5,498) 2,543 52,913 52,953
Non-current liabilities
Provisions 19 1,151 1,165 - -
Trade and other payables 20 9,951 1,933 - -
11,102 3,098 - -
Current liabilities
Loans and borrowings 17 10,411 9,169 6,479 5,605
Trade and other payables 18 5,841 8,777 2,456 1,459
Total current liabilities 16,252 17,946 8,935 7,064
Total liabilities 27,354 21,044 8,935 7,064
Total Equity and Liabilities 21,856 23,587 61,848 60,017
The accompanying accounting policies and notes on pages 35 to 66 form an
integral part of these financial statements. The parent Company reported a
loss after taxation for the year of US$ 5.596 million (2023: US$ 2.689 million
loss). The financial statements on pages 30 to 66 were approved and authorised
for issue by the Board of Directors on 30 October 2024 and were signed on its
behalf by:
Paul Fletcher Director
Registered Number 5414325
30 October 2024
Group and Company statements of cash flow
for the year ended 30 April 2024
30 Apr 2024 30 Apr 2023 30 Apr 2024 30 Apr 2023
Group Group Company Company
$’000 $’000 $’000 $’000
CASH FLOW FROM OPERATING ACTIVITIES
Profit (loss) before taxation for the period (14,652) (10,506) (5,596) (2,689)
Adjustments for:
Depreciation 633 706 - -
Profit on sale of property, plant and equipment (1) - - -
Impairment of intercompany loans - - 1,470
Share option expense 329 274 329 274
Finance expense (net) 2,649 2,370 2,187 1,597
Unrealised foreign currency exchange loss / (gain) 1,485 (1,661) - -
(9,557) (8,817) (1,610) (818)
Changes in working capital:
Decrease (increase) in receivables 510 (101) 390 (376)
Decrease (increase) in inventories 150 (134) - -
Increase (decrease) in payables 4,926 2,656 1,000 (465)
5,586 2,421 1,390 (841)
Taxation paid - - - -
Cash used in operations (3,971) (6,396) (220) (1,659)
Investing activities:
Payments to acquire property, plant and equipment (497) (1,896) (1) -
Proceeds on disposal of property, plant and equipment 2 25 - -
(Increase) decrease in loans to group companies - - (4,131) (8,518)
Total cash used in investing activities (495) (1,871) (4,132) (8,518)
Financing Activities:
Proceeds from the issue of ordinary shares 5,227 9,816 5,226 9,816
Proceeds from loans and borrowings granted - 4,500 - 4,500
Repayment of loans and borrowings (1,266) (5,622) (1,313) (3,765)
Total proceeds from financing activities 3,961 8,694 3,913 10,551
(Decrease)/increase in cash and cash equivalents (505) 427 (439) 374
Cash and cash equivalents at beginning of period 530 103 460 86
Cash and cash equivalents at end of period 25 530 21 460
The accompanying notes and accounting policies on pages 35 to 66 form an
integral part of these financial statements.
Statement of accounting policies
for the year ended 30 April 2024
General information
Vast Resources plc and its subsidiaries (together “the Group”) are engaged
principally in the exploration for and development of mineral projects in
Sub-Saharan Africa and Eastern Europe. Since incorporation the Group has built
an extensive and interesting portfolio of projects in these jurisdictions and
has interests in two mineral mining projects in Central Asia. The Company’s
ordinary shares are listed on the AIM market of the London Stock Exchange.
Vast Resources plc was incorporated as a public limited company under UK
Company Law with registered number 05414325. It is domiciled in England and
Wales with its registered office at 60 Gracechurch Street, London EC3V 0HR.
Basis of preparation and going concern assessment
The material accounting policies adopted in the preparation of the financial
information are set out below. The policies have been consistently applied
throughout the current year and prior year, unless otherwise stated. These
financial statements have been prepared in accordance with UK-adopted
International Accounting Standards and the Companies Act 2006.
The financial statements are prepared under the historical cost convention on
a going concern basis. In certain prescribed circumstances the use of fair
value accounting has been adopted.
The Group made a loss for the year of $14.65 million (2023: $10.51 million).
The Group recorded net cash used in operating activities of $3.97 million
(2023: $6.40 million). At the reporting date the group held cash and cash
equivalents of $0.03 million (2023: $0.53 million) and had net current
liabilities of $12.98 million (2023: $13.51 million). Subsequent to the year
end, the Company raised $2.54 million from the placing of new shares for mine
operations, capital expenditure and general working capital.
Over the next 12 months from the date of the approval of these financial
statements, the Group will require funding in order to repay the Mercuria and
Alpha debt facilities, and to meet its ongoing working capital needs. The
original maturity date for these debt facilities was 15 May 2023 and this has
been extended on several occasions. Subsequent to the year end, these loans
became due and the Company received notice from Alpha that it would commence
enforcement procedures of the security given to it by a third party, who is a
shareholder of the Company. The Company has been given confirmation by the
third party that it is not his intention to take action against the Company
should Alpha commence enforcement action against him. No enforcement
proceedings have been initiated to date and the Company continues to discuss
arrangements with both Alpha and Mercuria and plans to repay the debts from
the proceeds of the historic claim and/or from refinancing. Significant
progress has been made regarding the settlement of the historic claim
following the approval of a settlement agreement by the Attorney General’s
office and its recommendation to the relevant government body to sign. The
Company has also received assurances from its previously announced refinancier
of its commitment to provide restructuring finance. However, in view of the
historical delays in executing these sources of liquidity, the Group has
commenced discussions with several strategic investors to invest at the
project level in both the Manaila Polymetallic Mine (“MPM”) and the Baita
Plai Polymetalic Mine (“BPPM”), and has also initiated other alternative
measures. The expectation is that these measures will allow the Group to repay
debt and will also provide the necessary funding to restart MPM and fund the
increase in capacity at BPPM.
The Company has also implemented a number of measures to improve the
short-term operational and financial position of the Group. In June 2024, the
Company decided to enter Vast Baita Plai SA (“VBPSA”), the operator of
BPPM, into a period of voluntary reorganisation to be effected by a Court
judged process under the Insolvency Act in Romania. This has allowed the
operation to significantly reduce both the labour force and operational costs
and to improve working practices with the objective conserving the Group’s
cash resources, improve project outcomes, and provide a stable platform for
phased growth. The voluntary reorganisation process is ongoing with a Court
date set for 14 November 2024, at which the Company’s Judicial Administrator
will present the rejected creditors and argue the merits for rejecting any
creditors from the initial creditors table, as well as presenting the progress
made since entering reorganisation, and present the initial step plan for the
reorganisation to be approved by the creditors in due course, of which Vast
Resources PLC will be the majority voting creditor. In September 2024, the
Group has also executed agreements with an ecological project to process and
market products from a rock and tailing dumps at the former Hanes gold mine in
Romania. This is expected to bring near-term liquidity and to be a future
source of earnings for the Group. The Company’s expectation is the
combination of these measures together with the initiatives described earlier,
will provide the necessary funding for settling the outstanding debt of the
Group and to satisfy the working capital needs of the Group.
Having regard to the risks outlined in the Strategic Report regarding the
voluntary reorganisations of the Group’s Romanian subsidiaries, and that
there is neither a legally binding extension of the Mercuria and Alpha nor
alternative legally binding funding or investing arrangements at the date of
this report, these conditions indicate the existence of a material uncertainty
which may cast significant doubt about the Group's and Company's ability to
continue as a going concern. The financial statements do not include the
adjustment that would result if the Group and Company were unable to continue
as a going concern.
Changes in Accounting Policies
At the date of authorisation of these financial statements, a number of
Standards and Interpretations were in issue and effective for the first time
this financial year. The Directors do not anticipate that the adoption of
these standards and interpretations, or any of the amendments made to existing
standards as a result of the annual improvements cycle, will have a material
effect on the financial statements in the year of initial application.
Areas of estimates and judgement
The preparation of the Group financial statements in conformity with UK
adopted International Accounting Standards (UK IAS) requires the use of
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Although these estimates are based on
management’s best knowledge of current events and actions, actual results
may ultimately differ from those estimates. The estimates and assumptions that
have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities in the next financial year are discussed
below:
Accounting estimates
a) Impairment of mining assets
The Group reviews, on an annual basis, whether deferred exploration costs,
acquired either as intangible assets, as property, plant and equipment, or as
mining options or licence acquisition costs, have suffered any impairment. The
recoverable amounts are determined based on an assessment of the economically
recoverable mineral reserves, the ability of the Group to obtain the necessary
financing to complete the development of the reserves and future profitable
production or proceeds from the disposition of recoverable reserves.
The Group uses discounted cash flow techniques (“DCF”) and, as relevant
industry benchmarks, to assess whether any impairment is necessary. Revenue
projections used in DCF are based on production plans associated with the
Company’s estimate of economically recoverable mineral reserves and are
modelled using prevailing commodity market prices with an appropriate down
stress applied. Production cost inputs used in DCF are referenced to
observable inputs in accordance with the production plan and are applied
conservatively. The Group applies a pre-tax discount rate of 15% in its DCF
modelling, reflecting its assessment of the market cost of capital for such
assets under the Capital Asset Pricing Model (“CAPM”). The results of
these assessments indicate that the fair value of the Group’s mining assets
is more than their carry value. There have been no fundamental changes in the
quality and condition of these assets versus the previous year. The Group also
sensitised a reasonable possible movement in key assumptions such as a
reduction of forecast commodity prices by up to 15% and a higher discount rate
up to 20%. Under these scenarios, there are no impairment indictors
identified.
The mining assets are disclosed in note 10 to the financial statements.
b) Provisions
The Group is required to estimate the cost of its obligations to realise and
rehabilitate its mining properties.
The estimation of the cost of complying with the Group’s obligations at
future dates and in economically unpredictable regions, and the application of
appropriate discount rates thereto, gives rise to significant estimation
uncertainties.
Accounting judgements
c) Going concern and the Company’s Inter-company loan
recoverability
The Company follows the guidance of IAS 36 in determining whether its
inter-company are impaired.
The recoverability of inter-company loans advanced by the Company to
subsidiaries depends also on the subsidiaries realising their cash flow
projections, which is linked to the future cashflows expected to be generated
from certain underlying assets of the Company’s subsidiaries which are
predominantly the mining assets within the property, plant and equipment
assets. The going concern considerations are highlighted above. The results of
these assessments indicate that the recoverable amount of these mining assets
are more than the carrying value of the Company’s loans to its subsidiaries,
other than amount of US$ 1.470 million in respect of the Company’s
intercompany loan to its Zimbabwe subsidiary for which an impairment reserve
has been recorded.
d) Reorganisation of Romanian operations
On 10 June 2024, the Company announced that Vast Baita Plai SA, the
Company’s wholly owned Romanian subsidiary that holds the Baita Plai
association licence, had entered into a voluntary reorganisation to be
effected by a Court judged process under the Insolvency Act in Romania.
Although the reorganisation is under a judicial court process, it is of a
voluntary nature under which administrators are appointed by the Company, and
a voluntary reorganisation plan to be approved in due course by the creditors,
of which Vast Resources PLC will be the majority voting creditor. Vast Baita
Plai SA, and with it the Baita Plai mine, continue to be controlled by and
operated by the Company through Andrew Prelea as Special Administrator,
appointed under that judicial process. This reorganisation has made it
possible to reduce the labour force, to redraw labour contracts and work
practices, and at the same time obtain up to four years repayment terms for
its accrued debts and eliminate nuisance claims. The process is ongoing with a
Court date set for 14 November 2024, at which the Company’s Judicial
Administrator will present the rejected creditors and argue the merits for
rejecting any creditors from the initial creditors table, as well as
presenting the progress made since entering reorganisation, and present the
initial step plan for the reorganisation. The going concern considerations are
highlighted above.
Sinarom Mining Group Srl, the Company’s wholly owned Romanian subsidiary
holding the Manaila licence recently completed a similar voluntary
reorganisation plan which was approved by the Romanian courts and under which
the Romanian subsidiaries and their respective operations continue to be
controlled by the Company. The Company follows the guidance of IFRS 10
Consolidated Financial Statements in determining control over its
subsidiaries.
e) VAT recoverable
In countries where the Group has productive mining operations carried out by
its subsidiaries those subsidiaries are registered for Value Added Tax (VAT)
with their respective local taxation authorities and, as their outputs are
predominantly zero-rated for VAT, receive net refunds of VAT in respect of
input tax borne on their inputs. This amount is carried as a receivable until
refunded by the State.
The amount carried as a receivable is determined in accordance with the
returns submitted to the taxation authorities. However, in some cases the
validity of amounts claimed can be disputed by the tax authorities (see note
15).
Basis of consolidation
Where the Company has control over an investee, it is classified as a
subsidiary. The Company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power to affect
those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the Company and
its subsidiaries ("the Group") as if they formed a single entity.
Inter-company transactions and balances between Group companies are therefore
eliminated in full.
The consolidated financial statements incorporate the results of business
combinations using the acquisition method. In the statement of financial
position, the acquiree's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the acquisition
date. The results of acquired operations are included in the consolidated
statement of comprehensive income from the date on which control is obtained.
They are deconsolidated from the date on which control ceases.
Financial instruments
The Group’s principal financial assets are cash and cash equivalents and
receivables. The Group also holds a long-term investment available for sale.
The Group’s principal financial liabilities are trade and other payables,
and loans and borrowings.
The Group's accounting policy for each category of financial asset is as
follows:
Financial assets held at amortised cost
Trade receivables and other receivables are classified as financial assets
held at amortised cost as they are held within a business model whose
objective is to collect contractual cashflows which are solely payments of
principal and interest. They are initially recognised at fair value plus
transaction costs that are directly attributable to their acquisition or issue
and are subsequently carried at amortised cost using the effective interest
rate method, less provision for impairment.
Impairment provisions are recognised under the expected loss model with
changes in the provision being recorded in the statement of comprehensive
income. For receivables, which are reported net, such provisions are recorded
in a separate allowance account with the loss being recognised within
administrative expenses in the statement of comprehensive income. On
confirmation that the receivable will not be collectable, the gross carrying
value of the asset is written off against the associated provision.
Financial assets held at fair value
Financial assets held for trading are measured at fair value through the
profit and loss account as their value will be recovered through sale.
Cash and cash equivalents
These amounts comprise cash on hand and balances with banks. Cash equivalents
are short term, highly liquid accounts that are readily converted to known
amounts of cash. They include short-term bank deposits with maturities of
three months or less.
Financial liabilities
The Group’s financial liabilities consist of trade and other payables
(including short terms loans) and long term secured borrowings. These are
initially recognised at fair value and subsequently carried at amortised cost,
using the effective interest method. Where any liability carries a right to
convertibility into shares in the Group and the Group has an unconditional
right to avoid delivering cash, the fair value of the equity and liability
portions of the liability is determined at the date that the convertible
instrument is issued, by use of appropriate discount factors.
Foreign currency
The functional currency of the Company and all of its subsidiaries outside
Romania is the United States Dollar, while the functional currency of the
Company’s Romanian subsidiaries is the Romanian Lei (RON). These are the
currencies of the primary economic environment in which the Company and its
subsidiaries operate.
Transactions entered into by the Group entities in a currency other than the
currency of the primary economic environment in which it operates (the
“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 date of the statement of financial
position. Exchange differences arising on the retranslation of unsettled
monetary assets and liabilities are similarly recognised immediately in profit
or loss.
For consolidation purposes, the results and financial position of a Group
entity whose functional currency differs from the Group’s presentation
currency is translated into the Group’s presentation currency as follows:
assets and liabilities are translated at the closing rate; income and expenses
are translated at the average rate for the period, and; all resulting exchange
differences are recognised in other comprehensive income.
The exchange rates applied at each reporting date were as follows:
* 30 April 2024 $1.2495:
£1 and $1: RON 4.6361 and $1:
ZiG 13.43
* 30 April 2023 $1.2568:
£1 and $1: RON 4.4915 and $1:
ZWL 1,047.44
* 30 April 2022 $1.2572:
£1 and $1: RON 4.6774 and $1: ZWL 159.35
On 5 April 2024 the Zimbabwe Dollar (ZWL) was replaced with the ZiG which is
backed by foreign currencies and precious metals. The devaluation of the ZWL
has had an immaterial impact on the balance sheet and profit and loss for the
year ended 30 April 2024 and for the ongoing financial position of our
operations in Zimbabwe.
Intangible assets - Mining rights
Mineral rights are recorded at cost less amortisation and provision for
diminution in value.
Amortisation will be over the estimated life of the commercial ore reserves on
a unit of production basis.
Licences for the exploration of natural resources will be amortised over the
lower of the life of the licence and the estimated life of the commercial ore
reserves on a unit of production basis.
Inventories
Inventories are initially recognised at cost, and subsequently at the lower of
cost and net realisable value. Cost comprises all costs of purchase, costs of
conversion and other costs incurred in bringing the inventories to their
present location and condition. Weighted average cost is used to determine the
cost of ordinarily inter-changeable items.
Mining inventory includes run of mine stockpiles, minerals in circuit,
finished goods and consumables. Stockpiles, minerals in circuit and finished
goods are valued at their cost of production to their point in process using a
weighted average cost of production, or net realisable value, whichever is the
lower. Low grade stockpiles are only recognised as an asset when there is
evidence to support the fact that some economic benefit will flow to the
Company on the sale of such inventory. Consumables are valued at their cost of
acquisition, or net realisable value, whichever is the lower.
Investment in subsidiaries and associates
The Company’s investment in its subsidiaries and associates is recorded at
cost less any impairment.
Associates
Where the Group has the power to participate in (but not control) the
financial and operating policy decisions of another entity, it is classified
as an associate. Associates are initially recognised in the consolidated
statement of financial position at cost. Subsequently associates are accounted
for using the equity method, where the Group's share of post-acquisition
profits and losses and other comprehensive income is recognised in the
consolidated statement of profit and loss and other comprehensive income
(except for losses in excess of the Group's investment in the associate unless
there is an obligation to make good those losses).
Profits and losses arising on transactions between the Group and its
associates are recognised only to the extent of unrelated investors' interests
in the associate. The investor's share in the associate's profits and losses
resulting from these transactions is eliminated against the carrying value of
the associate. Any premium paid for an associate above the fair value of the
Group's share of the identifiable assets, liabilities and contingent
liabilities acquired is recognised as goodwill and included in the carrying
amount of the associate. Where there is objective evidence that the investment
in an associate has been impaired the carrying amount of the investment is
tested for impairment in the same way as other non-financial assets.
Revenue
Revenue from the sales of goods is recognised when the Group has performed its
contractual obligations and it is probable that the Group will receive the
previously agreed upon payment. These criteria are considered to be met when
the goods are loaded at the plant and consigned to the buyer. Revenue for
services is recognised as those services are performed under contractual
obligations with the customer.
Under IFRS 15, the freight service on export commodity contracts with CIF/CFR
terms represents a separate performance obligation, and a portion of the
revenue earned under these contracts, representing the obligation to perform
the freight service, is deferred and recognised over time as this obligation
is fulfilled. The sale of concentrate, along with the associated costs, is
recognised at the point of time that the goods are delivered to the customer.
Provided the amount of revenue can be measured reliably and it is probable
that the Group will receive any consideration, revenue for services is
recognised in the period in which they are rendered.
Pension costs
Contributions to defined contribution pension schemes are charged to profit or
loss in the year to which they relate.
Cost of sales
Cost of sales include all direct costs of production but exclude depreciation
of property plant and equipment involved in the mining process, and mine and
Company overhead.
Property, plant, and equipment
Land is not depreciated. Items of property, plant and equipment are initially
recognised at cost and are subsequently carried at depreciated cost. As well
as the purchase price, cost includes directly attributable costs and the
estimated present value of any future costs of dismantling and removing items.
The corresponding liability is recognised within provisions.
Depreciation is provided on all other items of property and equipment so as to
write off the carrying value of items over their expected useful economic
lives. It is applied at the following rates:
Buildings 2.5% per annum, straight line
Plant and machinery 15% per annum, reducing balance
Fixtures, fittings & equipment 20% per annum, reducing balance
Computer assets 33.33% per annum, straight line
Motor vehicles 15% per annum, reducing balance
Capital works in progress: Property, plant and equipment under construction
are carried at its accumulated cost of construction and not depreciated until
such time as construction is completed or the asset put into use, whichever is
the earlier.
Proved mining properties
Depletion and amortisation of the full-cost pools is computed using the
units-of-production method based on proved reserves as determined annually by
management.
Provision for rehabilitation of mining assets
Provision for the rehabilitation of a mining property on the cessation of
mining is recognised from the commencement of mining activities. This
provision accounts for the full cost to rehabilitate the mine according to
good practice guidelines in the country where the mine is located, which may
involve more than the stipulated minimum legal commitment.
When accounting for the provision the Company recognises a provision for the
full cost to rehabilitate the mine and a matching asset accounted for within
the non-current mining asset. The rehabilitation provision is discounted using
an appropriate discount rate, which is linked to the currency in which the
costs are expected to be incurred, and the applicable inflation rate applied
to the cash flows. The unwinding of the discounting effect is recognised
within finance expenses in the income statement.
Share based payments
Equity-settled share-based payments
Where share options are awarded to employees, the fair value of the options at
the date of grant is charged to profit or loss over the vesting period.
Non-market vesting conditions are taken into account by adjusting the number
of equity instruments expected to vest at each reporting date so that,
ultimately, the cumulative amount recognised over the vesting period is based
on the number of options that eventually vest.
Where the terms and conditions of options are modified before they vest, the
increase in the fair value of the options, measured immediately before and
after the modification, is also charged to profit or loss over the remaining
vesting period.
Where equity instruments are granted to persons other than employees, the fair
value of goods and services received is charged to profit or loss, except
where it is in respect to costs associated with the issue of shares, in which
case, it is charged to the share premium account.
Remuneration shares
Where remuneration shares are issued to settle liabilities to employees and
consultants, any difference between the fair value of the shares on the date
of issue and the carrying amount of the liability is charged to profit or
loss.
Stripping costs
Costs incurred in stripping the overburden to gain access to mineral ore
deposits are accounted for as follows:
Stripping costs incurred during the development phase of the mine (before
production begins) are capitalised as part of the depreciable cost of
building, developing and constructing the mine. Capitalised costs are
amortised using the units of production method, once production begins.
Stripping costs incurred during the production phase of the mine which give
rise to the production of usable inventory are accounted for in accordance
with the principles contained in the Group’s policy on
Inventories. Stripping costs incurred in the production phase of the mine
which result in improved access to ore are capitalized and recognized as
additions to non-current assets provided that it is probable that the future
economic benefit from improved access to the ore body associated with the
stripping activity will flow to the Company, that it is possible to identify
the component of the ore body to which access has been improved and that the
costs relating to the stripping activity associated with that component of the
ore body can be measured reliably.
Tax
The major components of income tax on the profit or loss include current and
deferred tax.
Current tax
Current tax is based on the profit or loss adjusted for items that are
non-assessable or disallowed and is calculated using tax rates that have been
enacted or substantively enacted by the reporting date.
Tax is charged or credited to the statement of comprehensive income, except
when the tax relates to items credited or charged directly to equity, in which
case the tax is also dealt with in equity.
Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the statement of financial position differs to its
tax base, except for differences arising on:
* The initial recognition of goodwill;
* The initial recognition of an asset or liability in a transaction which is
not a business combination, at the time of the transaction affects neither
accounting or taxable profit and at the time of the transaction does not give
rise to equal taxable and deductible temporary differences; and
* Investments in subsidiaries and jointly controlled entities where the Group
is able to control the timing of the reversal of the difference and it is
probable that the differences will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the reporting date and are expected
to apply when deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax balances are not discounted.
New IFRS accounting standards
A number of new standards and amendments to standards and interpretations have
been issued but are not yet effective.
At the date of authorisation of these financial statements, the Directors have
reviewed the standards in issue by the UK Endorsement Board (“UKEB”),
which are effective for annual accounting periods ending on or after the
stated effective date. In their view, none of these standards would have a
material impact on the consolidated financial statements.
Notes to financial statements
for the year ended 30 April 2024
1 Segmental analysis
The Group operates in one business segment, the development and mining of
mineral assets. The Group has interests in two geographical segments being
Southern Africa (primarily Zimbabwe) and Europe and Central Asia (primarily
Romania and Tajikistan focusing on polymetallic opportunities). The group
combines its Tajikistan and Romanian operations into one geographical segment,
Europe and Central Asia, as these operations are managed together as a single
geography utilising common resources and leveraging commercial and strategic
synergies.
The Group’s operations are reviewed by the Board (which is considered to be
the Chief Operating Decision Maker (‘CODM’)) and split between mining
exploration and development and administration and corporate costs.
Exploration and development is reported to the CODM only on the basis of those
costs incurred directly on projects. All costs incurred on the projects are
capitalised in accordance with IFRS 6, including depreciation charges in
respect of tangible assets used on the projects.
Administration and corporate costs are further reviewed on the basis of spend
across the Group.
Decisions are made about where to allocate cash resources based on the status
of each project and according to the Group’s strategy to develop the
projects. Each project, if taken into commercial development, has the
potential to be a separate operating segment. Operating segments are disclosed
below on the basis of the split between exploration and development and
administration and corporate.
Revenue comprises of the sale of concentrates of $1.913million (2023:
$2.66million) and services rendered of $0.113million (2023: $1.06million). The
Group derives revenue from two customers (2023: two), with one exceeding 10%
of total revenues.
Mining, exploration, and development Admin and corporate Total
Europe & Central Asia Africa
$’000 $’000 $’000 $’000
Year to 30 April 2024
Revenue 2,026 - - 2,026
Production costs (7,575) - - (7,575)
Gross profit (loss) (5,549) - - (5,549)
Depreciation (633) - - (633)
Share option and warrant expense - - (329) (329)
Exchange (loss) gain (1,231) - (98) (1,329)
Other administrative and overhead expenses (2,549) - (1,614) (4,163)
Finance income 1 - - 1
Finance expense (463) - (2,187) (2,650)
Taxation (charge) - - - -
Profit (loss) for the year (10,424) - (4,228) (14,652)
30 April 2024
Total assets 21,109 - 747 21,856
Total non-current assets 18,213 - 369 18,582
Additions to non-current assets 460 - 37 497
Total current assets 2,896 - 378 3,274
Total liabilities 18,332 - 9,022 27,354
Mining, exploration, and development Admin and corporate Total
Europe & Central Asia Africa
$’000 $’000 $’000 $’000
Year to 30 April 2023
Revenue 3,720 - - 3,720
Production costs (8,402) - - (8,402)
Gross profit (loss) (4,682) - - (4,682)
Depreciation (704) - (2) (706)
Share option and warrant expense - - (274) (274)
Exchange (loss) gain 1,098 - 313 1,411
Other administrative and overhead expenses (2,170) - (1,715) (3,885)
Finance income - - - -
Finance expense (775) - (1,595) (2,370)
Taxation (charge) - - - -
Profit (loss) for the year (7,233) - (3,273) (10,506)
30 April 2023
Total assets 22,290 - 1,297 23,587
Total non-current assets 17,916 - 1,232 19,148
Additions to non-current assets 1,595 - 301 1,896
Total current assets 4,374 - 65 4,439
Total liabilities 13,937 - 7,107 21,044
2 Group loss from operations
2024 2023
Group Group
$’000 $’000
Operating loss is stated after charging/ (crediting):
Auditors' remuneration (note 3) 85 67
Depreciation 633 706
Employee pension costs 380 353
Share option expense 329 274
Foreign exchange (gain) / loss 1,329 (1,411)
Loss (gain) on disposal of property, plant and equipment (1) -
3 Auditor’s remuneration
2024 2023
Group Group
$’000 $’000
Fees payable to the Company's auditor for the audit of the Company and consolidated financial statement 85 67
85 67
4 Finance income and expense
Finance income 2024 2023
Group Group
$’000 $’000
Interest received on bank deposits 1 -
1 -
Finance expense 2024 2023
Group Group
$’000 $’000
Finance expense on secured borrowings 2,433 1,572
Finance expense on unsecured borrowings 75 430
Finance charges on long term taxes payable 142 368
2,650 2,370
5 Taxation
2024 2023
Group Group
$’000 $’000
Income tax on profits - -
Deferred tax charge - -
Tax charge (credit) - -
2024 2023
Group Group
$’000 $’000
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The differences are explained as follows:
Loss before taxation (14,652) (10,506)
Loss before taxation at the standard rate of corporation tax in the UK of 19% (2023: 19%) 2,784 1,996
Difference in tax rates in foreign jurisdictions (313) (240)
Expenses not allowed for tax 124 53
Short term timing differences 22 7
Loss carried forward (2,326) (1,696)
Income tax charge on profits - -
There was no taxation charge during the year (2023: US$ nil).
Deferred tax assets are only recognised in the Group where the company
concerned has probable future profits against which the deferred tax asset may
be recovered.
Tax losses 2024 2023 2024 2023
Group Group Company Company
$’000 $’000 $’000 $’000
Accumulated tax losses 91,922 84,463 46,857 43,061
These losses will only be recoverable against future profits, the timing of
which is uncertain, and a deferred tax asset has not been recognised in
respect of these losses. A deferred tax asset has not been recognised in
respect of accumulated tax losses for the Company.
In Romania, tax losses incurred before 31 December 2023 can be carried forward
for a maximum of 7 years. For tax losses incurred from 1 January 2024, the
carried forward period is limited to 5 years.
6 Employees
2024 2023
Group Group
$’000 $’000
Staff costs (including directors) consist of:
Wages and salaries – management 1,131 1,350
Wages and salaries – other 5,620 6,095
6,751 7,445
Consultancy fees 42 20
Social Security costs 21 28
Healthcare costs 14 18
Pension costs 380 353
7,208 7,864
The average number of employees (including directors) during the year was as follows:
Management 13 14
Other operations 310 336
323 350
7 Directors’ remuneration
2024 2023
Group Group
$’000 $’000
Directors’ emoluments 710 953
Company contributions to pension schemes 7 12
Healthcare costs 6 3
Directors and key management remuneration 723 968
The Directors are considered to be the key management of the Group and
Company. The highest paid Director received an amount of $258,030 (2023:
$257,628), including deferred remuneration.
Four of the Directors at the end of the period have share options receivable
under long term incentive schemes.
8 Earnings per share
30 Apr 2024 30 Apr 2023
Group Group
Profit and loss per ordinary share have been calculated using the weighted average number of ordinary shares in issue during the relevant financial year.
The weighted average number of ordinary shares in issue for the period is: 681,239,092 310,486,050
Profit / (loss) for the period: ($’000) (14,652) (10,506)
Profit / (Loss) per share basic and diluted (cents) (2.15) (3.38)
The effect of all potentially dilutive share options is anti-dilutive.
9 Loss for the financial year
The Company has adopted the exemption allowed under Section 408(1b) of the
Companies Act 2006 and has not presented its own income statement in these
financial statements.
10 Property, plant, and equipment
Group Plant and machinery $’000 Fixtures, fittings and equipment $’000 Computer assets $’000 Motor vehicles $’000 Buildings and Improvements $’000 Mining assets $’000 Capital Work in progress $’000 Total $’000
Cost at 1 May 2022 3,443 72 160 763 3,146 12,070 2,983 22,637
Additions during the period 10 - - - - 177 1,709 1,896
Reclassification 443 - - 303 - 691 (1,437) -
Disposals during the year (5) - - (37) - - - (42)
Foreign exchange movements 134 3 4 40 102 367 79 729
Cost at 30 April 2023 4,025 75 164 1,069 3,248 13,305 3,334 25,220
Additions during the year 7 - - - - - 490 497
Reclassification 19 - - 18 - 500 (537) -
Disposals during the year (1) (1) - - - - - (2)
Foreign exchange movements (119) (6) (4) 6 (80) (301) (149) (653)
Cost at 30 April 2024 3,931 68 160 1,093 3,168 13,504 3,138 25,062
Depreciation at 1 May 2022 2,838 65 107 190 1,037 1,584 604 6,425
Charge for the year 262 8 10 61 86 279 - 706
Disposals during the year (1) - - (16) - - - (17)
Reclassification - (4) 4 - - - - -
Foreign exchange movements 120 2 4 19 59 62 - 266
Depreciation at 30 April 2023 3,219 71 125 254 1,182 1,925 604 7,380
Charge for the year 149 4 6 103 190 181 - 633
Disposals during the year (1) - - - - - - (1)
Reclassification - (4) 4 - - 604 (604) -
Foreign exchange movements (94) (5) (4) (25) (48) (48) - (224)
Depreciation at 30 April 2024 3,273 66 131 332 1,324 2,662 - 7,788
Net book value at 1 May 2022 605 7 53 573 2,109 10,486 2,379 16,212
Net book value at 30 April 2023 806 4 39 815 2,066 11,380 2,730 17,840
Net book value at 30 April 2024 658 2 29 761 1,844 10,842 3,138 17,274
The carrying value of property, plant, and equipment does not include the
adjustment that would result if the Group were unable to obtain further
funding and if the voluntary reorganisations in the Group’s Romanian
subsidiaries were not successfully executed as explained under the basis of
preparation and going concern assessment on page 35.
Company Plant and machinery Fixtures, fittings and equipment Computer assets Total
$’000 $’000 $’000 $’000
Cost at 30 April 2022 30 5 28 63
Additions during the period - - - -
Disposals during the period - - - -
Cost at 30 April 2023 30 5 28 63
Additions during the year - - - -
Disposals during the year - - - -
Cost at 30 April 2024 30 5 28 63
Depreciation at 30 April 2022 30 5 25 60
Charge for the period - - - -
Disposals during the period - - - -
Depreciation at 30 April 2023 30 5 25 60
Charge for the year - - 1 1
Disposals during the year - - - -
Depreciation at 30 April 2024 30 5 26 61
Net book value at 30 April 2023 - - 3 3
Net book value at 30 April 2024 - - 2 2
11 Investments in subsidiaries
2024 2023
Company Company
$’000 $’000
Cost at the beginning of the year 23,302 23,302
Additions during the year - -
Cost at the end of the year the year 23,302 23,302
The principal subsidiaries of Vast Resources plc, all of which are included in
these consolidated Annual Financial Statements, are as follows:
Company Country of registration Class Proportion held by group Nature of business
2023 2022
Vast Baita Plai SA (formerly African Consolidated Resources SRL) Romania Ordinary 100% 100% Mining exploration and development
Sinarom Mining Group SRL Romania Ordinary 100% 100% Mining exploration and development
Vast Resources Romania Ltd United Kingdom Ordinary 100% 100% Holding company
Vast Resources Zimbabwe (Private) Limited Zimbabwe Ordinary 100% 100% Mining exploration and development
The table above shows the principal subsidiaries of the Company. A full list
of all group subsidiaries is given in Note 29, at the end of this report.
12 Investment in associates
Investment in associates comprises the acquisition cost of an effective
interest of 24.5% in Central Asia Minerals and Metals Ore Trading FZCO
(“CAMM”) which is held through the Company’s associate Central Asia
Investments Ltd (CAI) in which the Company holds an interest of 49%.
13 Loans to group companies
Loans to Group companies are repayable on demand. The treatment of this
balance as non-current reflects the Company’s expectation of the timing of
receipt. Recoverability of these balances is linked to the future cashflows
expected to be generated from certain underlying assets of the Company’s
subsidiaries which are predominantly the mining assets. The recoverable amount
of these underlying assets is determined based on an assessment of the
economically recoverable mineral reserves, the ability of the subsidiaries to
complete the development of the reserves and future profitable production or
proceeds from the disposition of the recoverable reserves. Based on this
review, an impairment of US$ 1.470 million was recorded in respect of loans
made to the Company’s Zimbabwe subsidiary. For the remaining loans, the
carrying value of these underlying assets was not impaired and there were no
indications the remaining subsidiaries would be unable to repay any borrowing
obligations. Accordingly, no impairment was recognised for these other
amounts.
14 Inventory
Apr 2024 Apr 2023 Apr 2024 Apr 2023
Group Group Company Company
$’000 $’000 $’000 $’000
Minerals held for sale 277 402 - -
Production stockpiles 6 6 - -
Consumable stores 540 565 - -
823 973 - -
During the year, US$7.575 million (2023: US$8.402 million) inventories
relating to revenue were recognised as costs in the income statement.
15 Receivables
Apr 2024 Apr 2023 Apr 2024 Apr 2023
Group Group Company Company
$’000 $’000 $’000 $’000
Trade receivables 267 215 - -
Other receivables 1,253 1,624 269 653
Short term loans 343 335 278 269
Prepayments 116 125 68 71
VAT 447 637 19 31
2,426 2,936 634 1,024
Of which: Of which: not impaired as at 30 April 2024 and past due in the following periods:
Carrying amount before deducting any impairment loss Related Impairment loss Net carrying amount Neither impaired nor past due on 30 April 2024 Not more than three months More than three months and not more than six months More than six months
Trade receivables 267 - 267 267 - - -
Other receivables 1,253 - 1,253 1,253 - - -
1,520 - 1,520 1,520 - - -
At the reporting date, included within VAT receivable is an amount in respect
of VAT owed to Vast Baita Plai SA (formerly African Consolidated Resources
SRL) of US$ 436,622 (RON 2,024,222). The amount represents VAT paid on the
Baita Plai Mine’s care operations. As reported previously, ANAF, the
Romanian revenue authority had refused to accept amounts included in this
balance as a legitimate VAT receivable as a mining licence was not then in
place for Baita Plai Mine. On 15th October 2018, the mining licence was
granted. The Romanian Courts ruled in favour of the Company and the tax
authorities have appealed against the decision. On 17 October 2024, the court
rejected the appeal by the tax authorities.
16 Available for sale investments
In the year to 30 April 2020, the Company acquired an investment in the
Convertible 15% Loan Notes of EMA of principal value US$750,000. The
transaction value was US$891,164. These notes fund EMA’s and Blueberry’s
working capital and capital expenditure requirements in relation to
exploration at the Blueberry mine and other matters necessary for the purpose
of achieving an IPO. The conversion feature of the loan notes allows the
holder to convert every US$ 10,000 of principal into 0.075% of shares at the
time of the IPO. These notes are held for sale and are carried at fair value
through the profit and loss account as their value will be recovered through
sale. Management is targeting a sale in the financial year ended 30 April 2026
and has therefore classified the investment in non-current assets. The project
is its early stages of development and there is insufficient more recent
information to reliably measure the fair value of the project, on the basis
management consider cost to be the best estimate of fair value of the
instrument.
17 Loans and borrowings
Apr 2024 Apr 2023 Apr 2024 Apr 2023
Group Group Company Company
$’000 $’000 $’000 $’000
Non-current
Secured borrowings 9,497 8,213 5,574 4,666
Unsecured borrowings 683 728 683 728
less amounts payable in less than 12 months (10,180) (8,941) (6,257) (5,394)
- - - -
Current
Secured borrowings - - - -
Unsecured borrowings 231 227 222 210
Bank overdrafts - 1 - 1
Current portion of long term borrowings - secured 9,497 8,213 5,574 4,666
- unsecured 683 728 683 728
10,411 9,169 6,479 5,605
Total loans and borrowings 10,411 9,169 6,479 5,605
Current secured borrowings consist of:
* US$3,922,939 (2023: US$3,546,600) secured offtake finance from Mercuria
Energy Trading SA. The loan is secured by a charge on the assets held by
Sinarom Mining Group SRL which is the holder of the rights to the Manaila Mine
and by a pledge on the shares of Vast Resources PLC 100% holding. The loan
bore floating rate interest during the period of 12.9%. The repayment of the
loan is to be made from surplus cashflows generated from BPPM.
* US$5,573,699 (2023: US$4,665,643) secured finance from A&T Investments Sarl
(‘Alpha’). The loan has a 12-month term and a fixed rate of interest of
20%. The loan and interest were originally due for repayment on 15 May 2023
and has been extended several times concluding with a revised repayment plan
which was to begin on 7 May 2024. Given the delays in refinancing, the Company
has not repaid any amounts to its lenders after the year end. The Company
continues to discuss arrangements with both Alpha and Mercuria and has
commenced alternative measures for settling the outstanding debts. Alpha has
been granted first lien security over a real estate asset in Bucharest,
Romania, in order to provide security. An existing shareholder of the Company
has been granted a first ranking security over the Baita Plai Polymetallic
Mine (‘BBPM’) in return for allowing this asset to be used as collateral.
Current unsecured borrowing consists of:
* US$9,359 (2023: US$17,781) loans owed to the former non-controlling
interests in Vast Baita Plai SA. These include amounts owed to the following
director: Andrew Prelea. These loans are interest free and have no fixed terms
of repayment. There is no expectation that these loans will be called in the
short-term.
* US$904,395 (2023: US$937,995) of third-party loans comprising a loan from M
Semere of US$221,755 bearing an interest rate of 6%, a third-party loan of
US$625,000 bearing an interest rate of 10%. There is no expectation that the
outstanding loans will be called in the short-term.
Reconciliation of liabilities arising from financing activities
Non-cash changes
2024 Group 01-May-23 Cash -flows Amortised finance charges Loans repaid in shares Warrants issued Exchange adjustments 30-Apr-24
$'000s $'000s $'000s $'000s $'000s $'000s $'000s
Long-term borrowings - -
Short-term borrowings 9,169 (1,266) 2,508 - - 10,411
Total liabilities
from financing activities 9,169 (1,266) 2,508 - - - 10,411
Non-cash changes
2023 Group 01-May-22 Cash -flows Amortised finance charges Loans repaid in shares Warrants issued Exchange adjustments 30-Apr-23
$'000s $'000s $'000s $'000s $'000s $'000s $'000s
Long-term borrowings - -
Short-term borrowings 10,316 (1,122) 2,002 (1,750) (277) 9,169
Total liabilities
from financing activities 10,316 (1,122) 2,002 (1,750) (277) - 9,169
Non-cash changes
2024 Company 01-May-23 Cash -flows Amortised finance charges Loans repaid in shares Warrants issued Exchange adjustments 30-Apr-24
$'000s $'000s $'000s $'000s $'000s $'000s $'000s
Long-term borrowings - - -
Short-term borrowings 5,605 (1,313) 2,187 - - 6,479
Total liabilities
from financing activities 5,605 (1,313) 2,187 - - - 6,479
Non-cash changes
2023 Company 01-May-22 Cash -flows Amortised finance charges Loans repaid in shares Warrants issued Exchange adjustments 30-Apr-23
$'000s $'000s $'000s $'000s $'000s $'000s $'000s
Long-term borrowings - - -
Short-term borrowings 5,300 735 1,597 (1,750) (277) 5,605
Total liabilities
from financing activities 5,300 735 1,597 (1,750) (277) - 5,605
18 Trade and other payables
Apr 2024 Apr 2023 Apr 2024 Apr 2023
Group Group Company Company
$’000 $’000 $’000 $’000
Trade payables 2,583 3,458 347 173
Other payables 3,068 1,872 2,062 1,232
Other taxes and social security taxes 90 3,346 3 12
Accrued expenses 100 101 44 42
5,841 8,777 2,456 1,459
Other payables comprise deferred director salaries, accrued
salaries and other sundry creditors.
Total $'000 30 days 60 days 90 days 120 days 121 days or more
Trade payables 2,583 54 54 54 75 2,346
Other payables 3,068 416 323 264 - 2,065
Total 5,651 470 377 318 75 4,411
19 Provisions
Apr 2024 Apr 2023 Apr 2024 Apr 2023
Group Group Company Company
$’000 $’000 $’000 $’000
Provision for rehabilitation of mining properties
- Provision brought forward from previous periods 1,165 1,145 - -
- Liability recognised during period 5 3 - -
- Effect of foreign exchange (19) 17 -
1,151 1,165 - -
As more fully set out in the Statement of Accounting Policies on page 39, the
Group provides for the cost of the rehabilitation of a mining property on the
cessation of mining. Provision for this cost is recognised from the
commencement of mining activities.
This provision accounts for the estimated full cost to rehabilitate the mines
at Manaila and Baita according to good practice guidelines in the country
where the mine is located, which may involve more than the stipulated minimum
legal commitment.
When accounting for the provision the Group recognises a provision for the
full cost to rehabilitate the mine and a matching asset accounted for within
the non-current mining asset.
20 Trade and other payables
Vast Baita Plai SA (‘VBP’) reached an agreement in principle with ANAF in
December 2021 to defer the current payroll tax liability over a five year
period. The final repayment schedule was established on 20 May 2022.
Subsequently, the Company entered into discussions for a new and required
restructuring plan in order to ensure the Company can affordably repay the
total amounts due to the tax authorities. On 10 June 2024, the Company
announced that VBP had entered into a voluntary reorganisation to be effected
by a Court judged process under the Insolvency Act in Romania. Under such a
process, the amounts owed to ANAF totalling US$6.8 million, along with other
amounts owed to creditors can be repaid over a four-year period based on
affordability.
In addition to the restructured taxes, the VBP has been able to restructure a
total of US$ 2.6 million of trade and other creditors in the same manner as
the amounts owed to ANAF. The Company has also restructured, under the Sinarom
Mining Group (‘SMG’) reorganisation, a further US$0.486 million of tax
which will be repaid over four years.
Apr-24 Apr-23
$000's $000's
Amounts due between one and two years 2,894 455
Amounts due between two and three years 3,215 579
Amounts due between three and four years 3,842 725
Amounts due between four and five years - 174
9,951 1,933
21 Financial instruments – risk management
Material accounting policies
Details of the significant accounting policies in respect of financial
instruments are disclosed on page 37. The Group’s financial instruments
comprise available for sale investments, cash and items arising directly from
its operations such as trade and other receivables, trade payables and loans.
Financial risk management
The Board seeks to minimise its exposure to financial risk by reviewing and
agreeing policies for managing each financial risk and monitoring them on a
regular basis. No formal policies have been put in place in order to hedge the
Group and Company’s activities to the exposure to currency risk or interest
risk; however, the Board will consider this periodically. No derivatives or
hedges were entered into during the year.
The Group and Company is exposed through its operations to the following
financial risks:
* Credit risk
* Market risk (includes cash flow interest rate risk and foreign currency
risk)
* Liquidity risk
The policy for each of the above risks is described in more detail below.
The principal financial instruments used by the Group, from which financial
instruments risk arises are as follows:
* Receivables
* Cash and cash equivalents
* Trade and other payables (excluding other taxes and social security) and
loans
* Available for sale investments
The table below sets out the carrying value of all financial instruments by
category.
2024 2023 2024 2023
Group Group Company Company
$’000 $’000 $’000 $’000
Loans and receivables
Cash and cash equivalents 25 530 21 460
Receivables 2,426 2,936 634 1,024
Loans to Group Companies - - 36,581 33,920
Available for sale financial assets
Available for sale investments 891 891 891 891
Other liabilities
Trade and other payables (excl short term loans) 5,841 8,777 2,456 1,459
Trade and other payables (non-current) 9,951 1,933 - -
Loans and borrowings 10,411 9,169 6,479 5,605
Credit risk
Financial assets, which potentially subject the Group and the Company to
concentrations of credit risk, consist principally of cash, short-term
deposits, an available for sale investment in 15% loan notes funding the
Blueberry project, and other receivables. Cash balances are all held at
recognised financial institutions. The 15% loan notes are considered fully
recoverable given the project prospects. Receivables are presented net of
allowances for doubtful receivables.
The Company has a credit risk in respect of inter-company loans to
subsidiaries. The recoverability of these balances is dependent on the
commercial viability of the exploration activities undertaken by the
respective subsidiary companies. The credit risk of these loans is managed as
the directors constantly monitor and assess the viability and quality of the
respective subsidiary's investments in intangible mining assets.
Maximum exposure to credit risk
The Group’s maximum exposure to credit risk by category of financial
instrument is shown in the table below:
2024 2024 2023 2023
Carrying value Maximum exposure Carrying value Maximum exposure
$’000 $’000 $’000 $’000
Cash and cash equivalents 25 25 530 530
Receivables 2,426 2,426 2,936 2,936
Available for sale investments 891 891 891 891
The Company’s maximum exposure to credit risk by category of financial
instrument is shown in the table below:
2024 2024 2023 2023
Carrying value Maximum exposure Carrying value Maximum exposure
$’000 $’000 $’000 $’000
Cash and cash equivalents 21 21 460 460
Receivables 634 634 1,024 1,024
Available for sale investments 891 891 891 891
Loans to Group Companies 36,581 36,581 33,920 33,920
Market risk
Cash flow interest rate risk
The Group has adopted a non-speculative policy on managing interest rate risk.
Only approved financial institutions with sound capital bases are used to
borrow funds and for the investments of surplus funds.
At the reporting date, the Group had a cash balance of $0.025 million (2023:
$0.530 million) which was made up as follows:
2024 2023
Group Group
$’000 $’000
Sterling 10 457
United States Dollar 10 3
Lei (Romania) 5 70
25 530
At the reporting date, the Company had a cash balance of $0.021 million (2023:
$0.460 million) which was made up as follows:
2024 2023
Company Company
$’000 $’000
Sterling 10 457
United States Dollar 11 3
21 460
The Group had interest bearing debts at the current year end of US$10.402
million (2023: US$9.151 million). These are made up as follows:
Interest rate 2024 Group 2023 Group 2024 Company 2023 Company
$'000 $'000 $'000 $'000
Secured short-term loans 10-20% 9,497 8,213 5,574 4,666
Unsecured loans 6-10% 905 938 905 939
10,402 9,151 6,479 5,605
Borrowings of US$3.93 million carry a floating interest rate with the
remainder having fixed rates. An increase in interest rates of 1% would
increase the annual finance expense by US$39,229. All Company borrowings are
at fixed rates.
Foreign currency risk
Foreign exchange risk is inherent in the Group’s and the Company’s
activities and is accepted as such. The Company’s production, underlying
value, and funding is referenced to and denominated in the United States
Dollar and therefore foreign currency exchange risk arises where any balance
is held, or costs incurred, in currencies other than United States Dollars. At
30 April 2024 and 30 April 2023, the currency exposure of the Group was as
follows:
Currency exposure - Group
Sterling US Dollar Euro Other Total
At 30 April 2024 $’000 $’000 $’000 $’000 $’000
Cash and cash equivalents 10 10 - 5 25
Trade and other receivables 60 718 45 1,603 2,426
Trade and other payables (1,121) (1,329) (126) (3,265) (5,841)
Trade and other payables (non-current) - - - (9,951) (9,951)
Available for sale investments - 891 - - 891
At 30 April 2023
Cash and cash equivalents 457 3 - 70 530
Trade and other receivables 74 1,055 45 1,762 2,936
Trade and other payables (802) (690) (42) (7,243) (8,777)
Trade and other payables (non-current) - - - (1,933) (1,933)
Available for sale investments - 891 - - 891
The effect of a 10% strengthening of Sterling against the US dollar at the
reporting date, all other variables held constant, would have resulted in
increasing post tax losses by $105,100 (2023: $27,100 increase). Conversely
the effect of a 10% weakening of Sterling against the US dollar at the
reporting date, all other variables held constant, would have resulted in
decreasing post tax losses by $105,100 (2023: $27,100 decrease).
Other is predominantly represented by the Romanian Lei. This exposure arises
in the Group’s Romanian subsidiaries with the majority of the exposure being
Lei denominated non-current liabilities. As the Romanian subsidiaries are Lei
functional currency, the effects of changes in the US dollar Lei exchange rate
at the reporting date would not impact post tax losses.
At 30 April 2024 and 30 April 2023, the currency exposure of the Company was
as follows:
Currency exposure - Company
Sterling US Dollar Euro Other Total
At 30 April 2024 $’000 $’000 $’000 $’000 $’000
Cash and cash equivalents 10 11 - - 21
Trade and other receivables 60 529 45 - 634
Loans to Group companies - 36,581 - - 36,581
Trade and other payables (1,120) (1,256) (127) 47 (2,456)
Available for sale investments - 891 - - 891
At 30 April 2023
Cash and cash equivalents 457 3 - - 460
Trade and other receivables 73 906 45 - 1,024
Loans to Group companies - 33,920 - - 33,920
Trade and other payables (802) (651) (42) 36 (1,459)
Available for sale investments - 891 - - 891
Liquidity risk
Any borrowing facilities are negotiated with approved financial institutions
at acceptable interest rates. All assets and liabilities are at fixed and
floating interest rates. The Group and the Company seeks to manage its
financial risk to ensure that sufficient liquidity is available to meet the
foreseeable needs both in the short and long term. See also references to
Going Concern disclosures in the Strategic Report on page 11.
The Group’s total contractual future cashflows for loans and borrowings are
shown in the table below:
2024 2024 2023 2023
Carrying value Total Contractual Future Cashflows Carrying value Total Contractual Future Cashflows
Loans and borrowings 10,411 11,175 9,169 9,317
The Group’s estimated future interest charges are shown in the table below:
Apr 24 Apr 23
$000's $000's
Estimated future interest charges for the Group within one year. 764 148
The Company’s contractual future cashflows for loans and borrowings are
shown in the table below:
2024 2024 2023 2023
Carrying value Total Contractual Future Cashflows Carrying value Total Contractual Future Cashflows
Loans and borrowings 6,479 6,991 5,605 5,756
The Company’s estimated future interest charges are shown in the table
below:
Apr 24 Apr 23
$000's $000's
Estimated future interest charges for the Company within one year. 512 134
The maturity of the Group’s and Company’s loans and borrowings are shown
below:
Interest rate 2024 Group 2023 Group 2024 Company 2023 Company
$'000 $'000 $'000 $'000
Secured long-term loans - -
Unsecured long-term loans
Secured short-term loans 10-20% 9,497 8,213 5,574 4,666
Unsecured loans 0-10% 914 956 905 939
10,411 9,169 6,479 5,605
These loans are repayable as follows:
-Within 1 year 10,411 9,169 6,479 5,605
-Between 1 and 2 years - - - -
-In more than 2 years - - - -
As set out in Note 18 of the consolidated trade and other payables balance of
US$5.651 million, US$0.847 million is due for payment within 60 days of the
reporting date. The maturity profile of interest-bearing debts is highlighted
above. The secured short-term loans with Alpha and Mercuria have been extended
several times concluding with a revised repayment plan which would begin on 7
May 2024. Given the delays in refinancing, the Company has not repaid any
amounts to its lenders after the year end. The Company continues to discuss
arrangements with both Alpha and Mercuria and has commenced alternative
measures for settling the outstanding debts.
Capital
The objective of the Directors is to maximise shareholder returns and minimise
risks by keeping a reasonable balance between debt and equity. While the
Company has negative equity at the end of the year, the Company anticipates
that this position will be significantly improved with the settlement of the
historical claim and the other measures that have commenced after the
year-end.
Debt equity ratio
The Group’s debt to equity ratio is -188.9% (2021: 339.7%), calculated as follows: Apr 2024 Apr 2023
$000’s $'000
Loans and borrowings 10,411 9,169
Less: cash and cash equivalents (25) (530)
Net debt 10,386 8,639
Total equity (5,498) 2,543
Debt to capital ratio (%) -188.9% 339.7%
22 Share capital
Ordinary 0.1p Deferred 0.9p TOTAL
No of shares Nominal value No of shares Nominal value Share Capital Share premium
As at 30 April 2022 490,347,861 649 3,206,616,509 40,809 41,458 94,707
Issued during the period * 2,437,296,281 2,915 - - 2,915 8,651
As at 30 April 2023 2,927,644,142 3,564 3,206,616,509 40,809 44,373 103,358
Issued during the year * 2,644,000,000 3,308 - - 3,308 1,919
Capital Reorganization -4,643,036,785 (5,726) 515,892,976 5,726
As at 30 April 2024 928,607,357 1,146 3,722,509,485 46,535 47,681 105,277
* Details of the shares issued during the year are as shown in the table below
and in the Statement of Changes of Equity on pages 31-32.
There were no shares reserved for issue under share options at 30 April 2024
(2023: nil).
On 6 May 2021 the Company concluded a capital reorganisation which comprised
two distinct parts, firstly a consolidation of the existing Ordinary Shares on
a 1 for 100 basis, and then a subdivision of each resulting ordinary share of
10p into one new Ordinary Share and eleven new Deferred Shares. On 29 February
2024 the Company approved a capital reorganisation under which the number of
existing ordinary shares in issue were reduced by a factor of six. In order to
do this every 54 Existing Ordinary Shares of £0.001 (0.1p) were converted
into 9 New Ordinary Shares of £0.001 (0.1p) each and 5 New Deferred Share of
£0.009 (0.9p). The effect of this latter capital reorganisation is
highlighted in the above table.
The deferred shares carry no rights to dividends or to participate in any way
in the income or profits of the Company. They may receive a return of capital
equal to the amount paid up on each deferred share after the ordinary shares
have received a return of capital equal to the amount paid up on each ordinary
share plus £10,000,000 on each ordinary share, but no further right to
participate in the assets of the Company. The Company may, subject to the
Statutes, acquire all or any of the deferred shares at any time for no
consideration. The deferred shares carry no votes.
The ordinary shares carry all the rights normally attributed to ordinary
shares in a company subject to the rights of the deferred shares.
See also Note 28 on page 64 for details of share issues after the reporting
date.
Date of issue
2024 No of shares Issue price (p) Purpose of issue
13-Jul-23 58,500,000 0.350 Placing with investors
25-Jul-23 427,500,000 0.350 Placing with investors
12-Oct-23 154,500,000 0.195 Placing with investors
21-Oct-23 778,500,000 0.195 Placing with investors
30-Jan-24 445,000,000 0.103 Placing with investors
06-Feb-24 780,000,000 0.103 Placing with investors
01-Mar-24 (2,203,333,333) CAPITAL REORGANIZATION
440,666,667
Date of issue
2023 No of shares Issue price (p) Purpose of issue
03-May-22 29,648,978 0.40 Settle debt
06-May-22 89,255,224 0.27 Settle debt
18-May-22 151,260,080 0.27 Settle debt
31-May-22 241,799,020 0.27 Settle debt
15-Jun-22 214,285,715 0.70 Placing with investors
15-Jun-22 249,046,446 0.70 Subscription by investors
29-Sep-22 164,000,000 0.40 Placing with investors
31-Oct-22 652,000,000 0.225 Placing with investors
10-Feb-23 15,000,000 0.55 Subscription by management
10-Feb-23 54,545,454 0.55 Placing with investors
20-Feb-23 363,636,364 0.55 Placing with investors
18-Apr-23 67,000,000 0.46 Placing with investors
26-Apr-23 145,819,000 0.46 Placing with investors
01-Mar-2024 (2,031,080,234) CAPITAL REORGANISATION
406,216,047
23 Share based payments
Equity – settled share-based payments
The Company has granted share options and warrants to Directors, staff and
consultants.
In June 2015, the Company also established a Share Appreciation Scheme to
incentivise Directors and senior executives. The basis of the Scheme is to
grant a fixed number of 'share appreciation rights' (SARs) to participants.
Each SAR is credited rights to receive at the discretion of the Company
ordinary shares in the Company or cash to a value of the difference in the
value of a share at the date of exercise of rights and the value at date of
grant. The SARS are subject to various performance conditions.
The tables below reconcile the opening and closing number of SARs in issue at
each reporting date:
Exercise price In issue at 30 April 2023 Issued during year* Lapsed during year Exercised during year In issue at 30 April 2024 Final exercise date
Options
7.26p 18,333,333 18,333,333 Dec-25**
118.8p 116,667 (116,667) - Nov-23
118.8p 116,667 (116,667) - Mar-24
18,566,666 - (233,333) - 18,333,333
* Prior years SARS awards have been restated to reflect the share capital reorganisation effected on 29 February 2024
** 10,000,000 SARS awards were granted last year subject to GM approval which was obtained during the current year
Exercise price In issue at Issued during year* Lapsed during year Exercised during year In issue at 30 April 2023 Final exercise date
30 April 2022
Options
7.26p 10,000,000 10,000,000 Dec-25*
7.26p 8,333,333 8,333,333 Dec-25
118.8p 1,666,667 (1,666,667) - Dec-25**
118.8p 116,667 116,667 Nov-23
118.8p 116,667 116,667 Mar-24
150p 86,667 (86,667) - Nov-22
150p 103,333 (103,333) - Mar-23
270p 8,333 (8,333) - Dec-22***
300p 78,333 (78,333) - Mar-23
2,176,667 18,333,333 (1,943,333) - 18,566,667
*10,000,000 SARs exercisable subject to shareholder authority at GM
**Vests upon one day VWAP share price reaching not less than 20p for a continuous period of 20 consecutive business days where the first of such days falls on or before 31 December 2022
***Extended from 30 June 2020 to 31 December 2022
**** Prior years SARS awards have been restated to reflect the share capital reorganisation effected on 29 February 2024
The tables below reconcile the opening and closing number of share option and
warrants in issue at each reporting date:
Exercise price In issue at 30 April 2023 Issued during year Lapsed during year Exercised during year In issue at 30 April 2024 Final exercise date
8.64p 7,527,853 - - - 7,527,853 May-25**
3.15p 26,666,667 - - - 26,666,667 Dec-25
34,194,520 - - - 34,194,520
variable 3,858,333 - - - 3,858,333 See Note
38,052,853 - - - 38,052,853
*Prior years warrants issued have been restated to reflect the share capital reorganisation effected on 29 February 2024
**Extended from May-24 to May-25
Exercise price In issue at 30 April 2022 Issued during year Lapsed during year Exercised during year In issue at 30 April 2023 Final exercise date
8.64p** - 7,527,853 - - 7,527,853 May-24***
3.15p** 26,666,667 - - - 26,666,667 Dec-25
156p** 862,675 - (862,675) - - Jan-23
27,529,342 7,527,853 (862,675) - 34,194,520
variable 3,858,333 - - - 3,858,333 See Note
31,387,675 7,527,853 (862,675) - 38,052,853
*Prior years warrants issued have been restated to reflect the share capital reorganisation effected on 5 May 2021
**Prior years warrants issued have been restated to reflect the share capital reorganisation effected on 29 February 2024
***Extended from May 2023 to May 2024
Note: These warrants are only exercisable in the event of a
default in repayment of the Mercuria loan.
2024 2023*
Weighted average exercise price (pence) Number Weighted average exercise price (pence) Number
Outstanding at the beginning of the year 5.89 42,761,186 16.82 29,706,008
Granted during the year 7.26 10,000,000 7.66 25,861,186
Lapsed during the year 118.80 (233,333) 137.86 (2,806,008)
Outstanding at the end of the year 5.65 52,527,853 5.89 52,761,186
Exercisable at the end of the year 5.65 52,527,853 5.89 42,761,186
*Prior year numbers reorganised to reflect 29 February 2024 Capital Reorganization.
The weighted average remaining lives of the SARs, share options or warrants
outstanding at the end of the period is 15 months (2023: 28 months). Of the
52,527,853 SARs, options and warrants outstanding at 30 April 2024
(2023: 52,761,186), 52,527,853 (2023: 42,761,186) are fully vested in the
holders and are exercisable at that date.
Fair value of share options
The fair values of share options and warrants granted have been calculated
using the Black Scholes pricing model which takes into account factors
specific-to-share incentive plans such as the vesting periods of the plan, the
expected dividend yield of the Company’s shares and the estimated volatility
of those shares. Based on the above assumptions, the fair values of the
options granted are estimated to be:
Grant date Share Option or Warrant Exercise Price £(p) Vesting periods Share price at date of grant £(p) Volatility Life (years) Dividend yield Risk free interest rate Fair value £(p)
Apr-23 7.26 Dec-25 3.69 150% 2.67 nil 4.18% 2.60
May-22 8.64 May-25 7.20 123% 1.00 nil 0.94% 3.00
Apr-22 3.15 Oct 25 3.15 105% 1.00 nil 0.69% 0.590
Volatility has been based on historical share price information. A higher rate
of volatility is used when determining the fair value of certain options in
order to reflect the special conditions attached thereto.
Based on the above fair values the expense arising from equity-settled share
options and warrants made was $328,863 (2023: $274,052).
Warrant and Share option expense
Apr 2024 Apr 2023
Group Group
$’000 $’000
Warrant and share option expense:
- In respect of remuneration contracts 329 274
- In respect of financing arrangements - -
Total expense / (credit) 329 274
24 Reserves
Details of the nature and purpose of each reserve within owners’ equity are
provided below:
* Share premium represents the balance of consideration received net of
fund-raising costs in excess of the par value of the shares.
* The share options reserve represents the accumulated balance of share
benefit charges recognised in respect of share options granted by the Company,
less transfers to retained losses in respect of options exercised or lapsed.
* The foreign currency translation reserve represents amounts arising on the
translation of the Group and Company financial statements from Sterling to
United States Dollars, as set out in the Statement of Accounting Policies on
page 38, prior to the change in functional currency to United States Dollars,
together with cumulative foreign exchange differences arising from the
translation of the Financial Statements of foreign subsidiaries; this reserve
is not distributable by way of dividends.
* The retained deficit reserve represents the cumulative net gains and losses
recognised in the Group statement of comprehensive income.
25 Related party transactions
Company and group
Directors and key management emoluments, included deferred salary balances
owed to the Directors, are disclosed in notes 6 and 7.
Group
At the reporting date, there was an amount owing by Vast Baita Plai SA to
Ozone Homes SRL (Ozone) of US$3,617 (2023: US$3,734) in respect of
transactions undertaken by Ozone in 2014. Ozone is a company controlled by
Andrew Prelea, the Group CEO and senior Group executive in Romania.
During the year, the company had a service contract with Roy Tucker to provide
office premises and associated services totalling US$20,078 excluding VAT
(2023: US$21,722).
During the year, the Company provided services of US$0.130 million to CAMM
(2022: US$1.064 million), its 24.5% associate company, who provides these
services on a back-to-back basis to Takob, a third party. These amounts have
been recognised in revenues.
26 Contingent liabilities
In the normal course of conducting business in Romania, the Company’s
Romanian businesses are subject to a number of legal proceedings and claims.
These matters comprise claims by the Romanian tax authorities. The Company
records liabilities related to such matters when management assesses that
settlement of the exposure is probable and can be reasonably estimated. Based
on current information and legal advice, management does not expect any such
proceedings or claims to result in liabilities and therefore no liabilities
have been recorded at 30 April 2024. However, these matters are subject to
inherent uncertainties and there exists the remote possibility that the
outcome of these proceedings and claims could have a material impact on the
Group.
27 Contingent assets
As mentioned in the Strategic Report, the company has an historic claim in its
operations. No asset has been recorded in respect of the claim.
28 Events after the reporting date
Ordinary Shares issued and warrants exercised post reporting
date
£ $ Shares issued Issued to
1,966,000 2,535,362 1,630,000,000 Placing with investors
1,966,000 2,535,362 1,630,000,000
In June 2024, the Company decided to enter Vast Baita Plai SA (“VBPSA”),
the operator of BPPM, into a period of voluntary reorganisation to be effected
by a Court judged process under the Insolvency Act in Romania. This was
executed in response to operational pressures caused by the Unions and certain
BPPM employee demands and practices which were adversely impacting mine
performance. The reorganisation does not affect the ownership or running of
the mine and has been executed in the best interests of the Company and its
shareholders. The Group continues to control these operations.
In August 2024, the Company’s 100% subsidiary Vast Baita Plia SA
(“VBPSA”) successfully extended the Head Licence held by Baita SA and
under which VBPSA has the rights to mine polymetallics at BPPM for a further
five years by way of Government Decision 6/2024 on 9 August 2024. In obtaining
this approval, drilling results from the Company’s drill campaign commenced
in 2023 were submitted.
In September 2024, the Company executed agreements with an ecological project
to process and market products from clean-up operations at the former Hanes
Gold Mine located in the Alba region of Romania.
29 Group subsidiaries
A full list of all subsidiary companies and their registered offices is given
below:
Subsidiaries
Company Country of registration Group Interest Nature of business
2024 2023
Sinarom Mining Group SRL Romania 100% 100% Mining production
Vast Baita Plai SA* Romania 100% 100% Mining development
AP Mining Group Ltd UK 100% 100% Dormant
Vast Resources Enterprises Limited UK 100% 100% Mining investment
Vast Resources Nominees Limited ** UK 100% 100% Nominee company
Vast Resources Romania Limited UK 100% 100% Mining investment
Accufin Investments (Private) Limited Zimbabwe 100% 100% Dormant
Aeromags (Private) Limited Zimbabwe 100% 100% Dormant
Cadex Investments (Private) Limited Zimbabwe 100% 100% Claim holding
Campstar Mining (Private) Limited Zimbabwe 100% 100% Dormant
Chaperon Manufacturing (Private) Limited Zimbabwe 100% 100% Dormant
Charmed Technical Mining (Private) Limited Zimbabwe 100% 100% Dormant
Chianty Mining Services (Private) Limited Zimbabwe 100% 100% Dormant
Conneire Mining (Private) Limited Zimbabwe 100% 100% Claim holding
Corampian Technical Mining (Private) Limited Zimbabwe 100% 100% Dormant
Dashaloo Investments (Private) Limited Zimbabwe 100% 100% Claim holding
Deep Burg Mining Services (Private) Limited Zimbabwe 100% 100% Dormant
Deft Mining Services (Private) Limited Zimbabwe 100% 100% Dormant
Exchequer Mining Services (Private) Limited Zimbabwe 100% 100% Claim holding
Febrim Investments (Private) Limited Zimbabwe 100% 100% Dormant
Heavystuff Investment Company (Private) Limited Zimbabwe 100% 100% Claim holding
Hemihelp Investments (Private) Limited Zimbabwe 100% 100% Dormant
Isiyala Mining (Private) Limited Zimbabwe 100% 100% Dormant
Katanga Mining (Private) Limited Zimbabwe 100% 100% Dormant
Kengen Trading (Private) Limited Zimbabwe 100% 100% Dormant
Kielty Investments (Private) Limited Zimbabwe 100% 100% Dormant
Lafton Investments (Private) Limited Zimbabwe 100% 100% Claim holding
Lomite Investments (Private) Limited Zimbabwe 100% 100% Claim holding
Lucciola Investment Services (Private) Limited Zimbabwe 100% 100% Dormant
Malaghan Investments (Private) Limited Zimbabwe 100% 100% Dormant
Methven Investment Company (Private) Limited Zimbabwe 100% 100% Dormant
Mimic Mining (Private) Limited Zimbabwe 100% 100% Dormant
Monteiro Investments (Private) Limited Zimbabwe 100% 100% Dormant
Mystical Mining (Private) Limited Zimbabwe 100% 100% Claim holding
Naxten Investments (Private) Limited Zimbabwe 100% 100% Asset holding
Nedziwe Mining (Private) Limited Zimbabwe 100% 100% Dormant
Notebridge Investments (Private) Limited Zimbabwe 100% 100% Dormant
Olebile Investments (Private) Limited Zimbabwe 100% 100% Claim holding
Perkinson Investments (Private) Limited Zimbabwe 100% 100% Claim holding
Pickstone-Peerless Mining (Private) Limited Zimbabwe 100% 100% Dormant
Possession Investment Services (Private) Limited Zimbabwe 100% 100% Claim holding
Prudent Mining (Private) Limited Zimbabwe 100% 100% Dormant
Rania Haulage (Private) Limited Zimbabwe 100% 100% Dormant
Regsite Mining Services (Private) Limited Zimbabwe 100% 100% Dormant
Riberio Mining Services (Private) Limited Zimbabwe 100% 100% Dormant
Sackler Investments (Private) Limited Zimbabwe 100% 100% Claim holding
Schont Mining Services (Private) Limited Zimbabwe 100% 100% Claim holding
Swadini Miners (Private) Limited Zimbabwe 100% 100% Dormant
Tamahine Investments (Private) Limited Zimbabwe 100% 100% Dormant
The Salon Investments (Private) Limited Zimbabwe 100% 100% Dormant
Vast Resources Zimbabwe (Private) Limited Zimbabwe 100% 100% Mining investment
Vono Trading (Private) Limited Zimbabwe 100% 100% Dormant
Wynton Investment Company (Private) Limited Zimbabwe 100% 100% Dormant
Zimchew Investments (Private) Limited Zimbabwe 100% 100% Dormant
* Formerly African Consolidated Resources SRL
**Formerly ACR Nominees Ltd
Notes - Addresses of Registered offices:
1 Sat Iacobeni,Str.Minelor Nr.20, Jud. Suceava, Romania
2 Str.9 Mai, Nr.20, Baia Mare, Jud.Maramures, 430274 Romania
3 Nettlestead Place, Nettlestead, Maidstone, Kent ME18 6HE,
United Kingdom
4 121 Borrowdale Road, Gun Hill, Harare, Zimbabwe
5 6, John Plagis Avenue, Alexandra Park, Harare, Zimbabwe
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