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#KAV Kavango Resources Plc – Grant of New Share Options

Kavango Resources plc (LSE:KAV), the exploration company targeting the discovery of world-class mineral deposits in Botswana, announces the Board has approved the grant of 48,000,000 share options to directors and PDMRs of the Company (the “Director Options”) and 20,000,000 share options to key consultants to the Company (the “Consultant Options”).

More information on the terms of the option grants and amendments is provided below.

The Director Options are exercisable at a price of 1.1 pence per Ordinary Share for a period of seven years.

The Consultant Options are exercisable at a price of 1.1 pence per Ordinary Share for a period of seven years.  The Consultant Options are subject to phased vesting over twenty four months from the date of grant, with 2,000,000 of the Consultant Options vesting immediately, 4,000,000 vesting after twelve months and the remainder vesting after twenty four months, subject to continuous employment or commercial engagement with the Company.

For further information, please contact:

Kavango Resources Plc

Ben Turney.      +46 7697 406 06

First Equity (Broker)

Jason Robertson.   +44 207 374 2212

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) (“UK MAR”). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

#SVML Sovereign Metals LTD – Initial Director’s Interest Notice

Initial Director’s Interest Notice

 

Information or documents not available now must be given to ASX as soon as available.  Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

 

Name of entity   Sovereign Metals Limited

ABN                    71 120 833 427

 

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act. 

 

Name of Director

Francis (Frank) Eagar

Date of appointment

20 October 2023

 

Part 1 – Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

 

Number & class of securities

 

500,000 ordinary fully paid shares

 

1,000,000 unlisted performance rights subject to the “Definitive Feasibility Study Milestone” expiring on or before 31 October 2025

 

500,000 unlisted performance rights subject to the “Grant of Mining Licence Milestone” expiring on or before 31 March 2026

 

700,000 unlisted performance rights subject to the “Final Investment Decision Milestone” expiring on or before 30 June 2026

 

 

 

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Name of holder & nature of interest

Note: Provide details of the circumstances giving rise to the relevant interest.

 

Not applicable

Number & class of Securities

 

 

 

 

 

 

Part 3 – Director’s interests in contracts

 

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 

Detail of contract

Nature of interest

 

 

 

 

Name of registered holder

(if issued securities)

 

No. and class of securities to which interest relates

 

 

 

 

 

 

Initial notification/Amendment

Initial

LEI

213800NSPXSASTENFQ34

Place of transaction

Australian Securities Exchange (ASX)

 

#GRX GreenX Metals LTD – Date of Annual General Meeting

Date of Annual General Meeting  

GreenX Metals Limited (GreenX or the Company) advises, in accordance with ASX Listing Rule 3.13.1, that the Company’s Annual General Meeting (AGM) will be held on Wednesday, 22 November 2023.

An item of business at the AGM will be the re-election of Directors. In accordance with clause 6.2(f) of the Company’s Constitution, the closing date for receipt of nominations from persons wishing to be considered for election as a Director is Wednesday, 4 October 2023.

Any nominations must be received at the Company’s registered office no later than 5.00 pm (Perth time) on Wednesday, 4 October 2023.

Further information about the AGM, including the Notice of AGM, will be provided to shareholders in October 2023.

Classification: 3.1 Additional regulated information required to be disclosed under the laws of a Member State

For further information please contact:

Dylan Browne                                                                                             

Company Secretary

+61 8 9322 6322                                                                                                                                

info@greenmetals.com

 

This announcement has been authorised for release by the Company Secretary.

 

Blencowe Resources #BRES – Half-year Report

The Company is pleased to announce its Interim Results for the six-month period to 31 March 2023.

Electronic copies of the report will be available at the Company’s website www.blencoweresourcesplc.com

For further information please contact:

 

Blencowe Resources

Sam Quinn

 

www.blencoweresourcesplc.com

Tel: +44 (0) 1624 681 250

info@blencoweresourcesplc.com

 

Investor Enquiries

Sasha Sethi

Tel: +44 (0) 7891 677 441

sasha@flowcomms.com

 

Tavira Securities Limited

Jonathan Evans

Tel: +44 (0)203 192 1733

jonathan.evans@tavirasecurities.com

 

First Equity Limited

Jason Robertson

Tel: +44 (0)20 7330 1883

jasonrobertson@firstequitylimited.com

 

Interim Management Report

The period to 31 March 2023 (and subsequent events to 30 April 2023) have seen the Company continue to develop its Orom-Cross graphite project.

A Definitive Feasibility Study (“DFS”) commenced and is underway on a number of fronts; this is expected to take around 12 months to complete but the timing is dependent on pre-qualification test work being completed as a means to ultimately deliver binding offtake contracts for the full quantum of graphite concentrate being considered for sale under the phase one operational model.  Experienced Australian engineering firm CPC Engineering have agreed to manage and sign off on the DFS, and their experience and involvement will assist greatly in achieving a high quality study and result.

DFS work will concentrate on three key areas.  Firstly, work in-country to complete all work necessary to build and operate the mine, including all remaining licenses and permits. The associated infrastructure required to drive the operation will be scrutinised and plans put in place to ensure that all necessary infrastructure will be ready and in place for mining at Orom-Cross.  Local studies include management and personnel, mining, equipment, logistics and other key areas.  The DFS will take these studies to a far greater extent than the PFS in 2022.

Secondly, pre-qualification testing is taking place in the United States and China to advance the status of Orom-Cross graphite to potential buyers.  A bulk sample of 100 tonnes was mined from Orom-Cross in January and (via a special export permit) was approved for transport to China by sea, where it will be put through an existing graphite pilot testing facility.  This will save Blencowe substantial time and money by not having to build its own pilot facility on-site to get pre-qualified.  The resultant tonnes of 96% concentrate will be then processed to a series of 99.9% products, both expendable’s (large flakes) and SPG (spheronised, purified graphite) (smaller flakes).  Assuming successful these samples will be given to end user OEMs to conduct their own testing in their own facilities, to ensure Orom-Cross end product meets their standards and expectations.  Once this process is completed then Orom-Cross becomes ‘qualified’ and offtake contract discussions may be entered into.

A 150kg sample was sent to China by air as a preliminary raw material product for the same pilot facility to run tests on how to achieve the best results on the larger sample to follow, and the Company expects feedback on this shortly.  This full qualification process is what sets graphite apart from most other metals and it also creates barriers to entry for new participants in the industry.  Blencowe is confident that it has the right process/procedures in place to achieve the results it requires to pass this key hurdle.  Without binding offtake agreements, it will be difficult to deliver a decision to mine and/or project funding, so this is a critical path item within the DFS.  In the past this process has taken other graphite companies several years, Blencowe is hoping that the refinement of this process via its advisors will ensure we ultimately complete this pre-qualification much faster.

In parallel Blencowe is conducting further metallurgical test work in USA to provide evidence (bench-scale testing) that the 96% concentrate it will deliver at Orom-Cross will be suitable for upgrading to the 99.9% end products sought after by the market, and how this us best achieved.  These results are expected soon and will be important in ascertaining the end value within the project portfolio.

Thirdly, Blencowe is working through a number of different potential funding options to secure the right partnerships for funding both the DFS and the project implementation.  There are different alternatives at both topco and project level and it is important that the right relationships are built that can deliver this project ahead, both now (DFS stage) and in building the full project.  Blencowe announced in April its successful passing through a key screening hurdle/test with the Development Finance Corporation (DFC) which is a tier one US Govt-owned financial institution which provides funding solutions for the private sector in areas the US Govt deems are critical.  Graphite is considered critical and hence the interaction.  This is seen as a valuable relationship for Orom-Cross and the Company is hoping to sign off on a substantial technical assistance grant with the DFC in the near term that will provide up to 50% of the DFS costs.  Thereafter this relationship has the potential to offer further funding solutions for the full project finance required.  The credibility that association with an institution of this stature brings to both our Company and our project cannot be easily measured; this would be a big result for Blencowe.

These and other DFS activities are the focus and will remain so for the Company ahead.  Further capital will be introduced into the Company as and when required, with the continued support of our major shareholders, and once Blencowe delivers the DFC technical assistance grant it is believed that many other funding opportunities will emerge at all levels.

Elsewhere, the Company walked away from the previously announced nickel exploration earn-in deal with SIPA Resources as it was considered more advantageous to concentrate on delivering the Orom-Cross graphite project into production ahead.

Mike Ralston

Chief Executive Officer

Responsibility Statement of the Directors in respect of the Interim Report

The Directors are responsible for preparing the Interim Financial Statements in accordance with applicable law and regulations. In addition, the Directors have elected to prepare the Interim Financial Statements in accordance with International Financial Reporting Standards (“IFRSs”), as adopted by the United Kingdom (“UK”).

The Interim Financial Statements are required to give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.

In preparing these Interim Financial Statements, the Directors are required to:

·    select suitable accounting policies and then apply them consistently;

·    present information and make judgements that are reasonable, prudent and provides relevant, comparable and understandable information;

·    provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particulars transactions, other events and conditions on the entity’s financial position and financial performance; and

·    make an assessment of the Group’s ability to continue as a going concern.

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time its financial position of the Group to enable them ensure that the financial statements comply with the requirements of the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and Interim Financial Statements.  Legislation governing the preparation and dissemination of Interim Financial Statements may differ from one jurisdiction to another.

We confirm that to the best of our knowledge:

·      the Interim Financial Statements, prepared in accordance with International Financial Reporting Standards as adopted by the UK, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group for the period;

·      the Director’s report includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties that they face; and

·      the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the group’s performance, business model and strategy.

Consolidated Statement of Comprehensive Income for the six month period ended 31 March 2023

6 months ended

31 Mar 2023

6 months ended

31 Mar 2022

(Unaudited)

(Unaudited)

(Audited)

Notes

GBP

GBP

GBP

Exploration costs

(16,642)

(2,744)

(4,853)

Impairment -Akelikongo project

(404,533)

Administrative fees and other expenses

5

(446,424)

(331,617)

(681,488)

Adjustments to Liability to surface liability

51,316

Operating loss

(463,066)

(334,361)

(1,039,558)

Finance costs

(23,010)

(21,975)

(45,916)

Loss before tax

(486,076)

(356,336)

(1,085,474)

Income tax

Loss after tax

(486,076)

(356,336)

(1,085,474)

Other comprehensive income

Exchange differences on translation of foreign operation

7,807

(2,061)

(4,205)

Other comprehensive income, net of tax

7,807

(2,061)

(4,205)

Total comprehensive loss

(478,269)

(358,397)

(1,089,679)

Basic and diluted loss per share (pence)

9

(0.28)

(0.27)

(0.68)

   There was no other comprehensive income for the period ended on 31 March 2023.

Consolidated Statement of Financial Position as at 31 March 2023

As at

31 Mar 2023

As at

31 Mar 2022

As at

30 Sept 2022

(Unaudited)

(Unaudited)

(Audited)

Notes

GBP

GBP

GBP

Non-Current Assets

7,065,820

5,815,114

6,615,253

Current assets

Trade and other receivables

6

135,901

248,413

85,847

Cash and cash equivalents

130,740

968,693

346,994

Total current assets

266,641

1,217,106

432,841

Total assets

7,332,461

7,032,220

7,048,094

Current liabilities

Creditors: Amounts falling due within one year

(429,843)

(282,217)

(326,375)

Total current liabilities

(429,843)

(282,217)

(326,375)

Non-current liabilities

Surface liabilities

(785,520)

(924,359)

(825,852)

Total liabilities

(1,215,363)

(1,206,576)

(1,152,227)

Net assets

6,117,098

5,825,644

5,897,867

Equity

Share capital

1,931,316

1,101,316

1,181,316

Share premium

7,428,329

6,841,596

7,480,829

Warrants reserves

402,148

317,876

402,148

Translation reserve

7,264

1,601

(543)

Retained earnings

(3,651,959)

(2,436,745)

(3,165,883)

Total equity

6,117,098

5,825,644

5,897,867

Consolidated Statement of Changes in Equity for the six month period ended 31 March 2023

Share capital

Share premium

Share option reserves

Retained earnings

Translation reserve

Total equity

GBP

GBP

GBP

GBP

GBP

GBP

Balance as at 30 Sep 2021

901,316

5,132,081

317,876

(2,080,409)

3,662

4,274,526

Total comprehensive loss for 6 months

Loss for the period

(356,336)

(356,336)

Total comprehensive loss

(356,336)

(356,336)

Contributions from equity holders

New shares issued

200,000

1,800,000

2,000,000

Share issue costs

(90,485)

(90,485)

Exchange differences on translation

   (2,061)

(2,061)

Total contributions from equity holders

200,000

1,709,515

(2,061)

1,907,454

Balance as at 31 Mar 2022

1,101,316

6,841,596

317,876

(2,436,745)

1,601

5,825,644

Total comprehensive loss for 6 months

Loss for the period

(729,138)

(729,138)

Total comprehensive loss

(729,138)

(729,138)

Contributions from equity holders

New shares issued

80,000

720,000

800,000

Share issue costs

(80,767)

(80,767)

Warrants reserve

84,272

84,272

Exchange differences on translation of foreign operations

(2,144)

(2,144)

Total contributions from equity holders

80,000

639,233

84,272

(729,138)

(2,144)

801,361

Balance as at 30 Sep 2022

1,181,316

7,480,829

402,148

(3,165,883)

(543)

5,897,867

Consolidated Statement of Changes in Equity for the six month period ended 31 March 2023

Share capital

Share premium

Share option reserves

Retained earnings

Translation reserve

Total equity

GBP

GBP

GBP

GBP

GBP

GBP

Balance as at 30 Sep 2022

1,181,316

7,480,829

402,148

(3,165,883)

(543)

5,897,867

Total comprehensive loss for 6 months

Loss for the period

(486,076)

(486,076)

Total comprehensive loss

(486,076)

(486,076)

Contributions from equity holders

New shares issued

750,000

750,000

Share issued costs

(52,500)

(52,500)

Exchange differences on translation of foreign operations

7,807

7,807

Total contributions from equity holders

750,000

(52,500)

7,807

705,307

Balance as at 31 Mar 2023

1,931,316

7,428,329

402,148

(3,651,959)

7,264

6,117,098

Consolidated Statement of Cash Flows for the six month period ended 31 March 2023

As at

31 Mar 2023

As at

31 Mar 2022

As at

30 Sept 2022

(Unaudited)

(Unaudited)

(Audited)

Notes

GBP

GBP

GBP

Operating activities

Loss after tax

(486,076)

(356,336)

(1,085,474)

Depreciation

104

Finance costs

23,010

21,974

45,916

Adjustment to Surface Liability

(51,316)

Share issue/warrant cost

84,272

Impairment – Akelikongo costs

404,533

Unrealised currency translation

261,566

(61,217)

(208,371)

Changes in working capital

Decrease/(increase) in trade and other receivables

(50,054)

(195,833)

(33,267)

Increase/(decrease) in trade and other payables

(39,568)

38,945

76,483

Net cash flows from operating activities

(291,018)

(552,467)

(767,224)

Cash flows from financing activities

Purchase of fixed assets

(748)

Investment in exploration assets

(621,988)

(481,643)

(1,423,236)

Net cash flows from investment activities

(622,736)

(481,643)

(1,423,236)

Financing activities

Shares issued

750,000

2,000,000

Shares issued (cost)

(52,500)

(90,486)

2,444,166

Net cash flows from financing activities

697,500

1,909,514

2,444,166

Increase in cash and short-term deposits

(216,254)

875,404

253,706

Cash and short-term deposits brought forward

346,994

93,288

93,288

Cash and cash equivalents at end of period

130,740

968,692

346,994

Notes to the Financial Statements for the six month period ended 31 March 2023

1.   General

Blencowe Resources Plc (the “Company”) is a public limited company incorporated and registered in England and Wales on 18 September 2017 with registered company number 10966847 and its registered office situated in England and Wales at 167-169 Great Portland Street, Fifth Floor, London, England W1W 5PF.

The Group did not earn any trading income during the period under review but incurred expenditure in developing its principal assets.

The Consolidated Interim Financial Statements of the Company for the six month period ended 31 March 2023 comprise the financial statements of the Company and its subsidiaries (together referred to as the “Group”).

2.   Accounting Policies

Basis of preparation

The Interim Financial Statements of the Group are unaudited condensed financial statements for the six month period ended 31 March 2023.

The accounting policies applied by the Group in these Interim Financial Statements, are the same as those applied by the Group in its consolidated financial statements and have been prepared on the basis of the accounting policies applied for the financial year to 30 September 2022 which have been prepared in accordance with IFRS as adopted by UK for. The Group Financial Statements have been prepared using the measurement bases specified by IFRS each type of asset, liability, income and expense.

The Group Financial Statements are presented in £, which is the Group’s functional currency. All amounts have been rounded to the nearest pound, unless otherwise stated.

Comparative figures

The comparative figures have been presented as the Group Financial Statements cover the 6 month period ended 31 March 2022 and the 12 month period ended 30 September 2022.

3.   Critical accounting estimates and judgments

In preparing the Group’s Interim Financial Statements, the Directors have to make judgments on how to apply the Group’s accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the Group Financial Statements.

4.   Significant accounting policies

The accounting policies adopted are consistent with those followed in the preparation of the annual financial statements of Blencowe Resources Plc for the year ended 30 September 2022.  A copy of these financial statements is available on the Group website at https://blencoweresourcesplc.com/

5.   Administrative fee and other expenses

6 months ended

 31 Mar 2023

6 months ended

31 Mar 2022

12 Months ended

30 Sep 2022

(Unaudited)

(Unaudited)

(Audited)

GBP

GBP

GBP

Directors’ remuneration

70,023

70,046

173,413

Professional fees

121,692

130,655

274,333

Salaries

75,000

60,000

142,500

Listing fees

18,218

19,783

26,910

Audit fees

21,644

4,375

29,000

Share issue/warrant cost

84,272

Administration fees

23,500

23,500

47,000

Broker fees

20,500

29,542

38,048

Travelling expenses

7,959

34,167

Miscellaneous fees

87,888

(6,284)

(168,155)

Total

446,424

331,617

681,488

The Group had two employees who are key management personnel and three Directors. The Directors and the key management personnel’s remuneration related solely to short term employee benefits.

6.   Trade and other receivables

6 months ended

 31 Mar 2023

6 months ended

31 Mar 2022

12 Months ended

30 Sep 2022

(Unaudited)

(Unaudited)

(Audited)

GBP

GBP

GBP

Other receivables

21,526

37,997

24,765

Prepayments

114,375

210,416

61,082

Total

135,901

248,413

85,847

7.   Creditors: Amounts falling due within one year

6 months ended

 31 Mar 2023

6 months ended

31 Mar 2022

12 Months ended

30 Sep 2022

(Unaudited)

(Unaudited)

(Audited)

GBP

GBP

GBP

Payables

118,980

268,067

140,018

Land Owners Liability

143,036

154,403

Accruals and provision

167,827

14,150

31,954

Total

429,843

282,217

326,375

8.   Creditors: Amounts falling after one year

BRUL, the Company’s subsidiary entered into an agreement for surface rights over the land in the mineral area of the licence. The land owners granted BRUL a 49 year lease over an area. The liability to the land owners is to be paid in 8 instalments on at defined dates with the final payment due in 2035.

6 months ended

 31 Mar 2023

6 months ended

31 Mar 2022

12 Months ended

30 Sep 2022

(Unaudited)

(Unaudited)

(Audited)

GBP

GBP

GBP

Total payable at the beginning of the period

978,255

887,560

887,560

Change in estimate

(51,316)

Interest charged during the period

23,010

21,975

45,916

Exchange loss on valuation

(72,709)

14,824

96,095

Total payable as at period end

928,556

924,359

978,255

Analysis between current and non-current liability

Payable within 12 months

143,036

154,403

Payable after 12 months

785,520

924,359

823,852

928,556

924,359

978,255

 

The value of the lease is measured at the present value of the contractual payments due to the lessor

over the lease term, with the discount rate of 5%.

9.   Loss per share

The calculation of the basic and diluted loss per share is based on the following data:

6 months ended

 31 Mar 2023

6 months ended

31 Mar 2022

12 Months ended

30 Sep 2022

(Unaudited)

(Unaudited)

(Audited)

Earnings

GBP

GBP

GBP

Loss from continuing operations for the period attributable to the equity holders of the Group

(478,269)

(353,336)

(1,085,474)

Number of shares

Weighted average number of Ordinary Shares for the purpose of basic and diluted earnings per share

168,803,923

133,655,997

160,790,224

Basic and diluted loss per share (pence)

(0.28)

(0.27)

(0.68)

There are no potentially dilutive shares in issue.

10. Related party transactions

The are no related party transactions during the period except for the Directors’ remuneration, which have been disclosed in note 5.

Sam Quinn is a director and shareholder of the Company and a Director of Lionshead Consultants Limited.  During the period, Lionshead Consultants Limited charged fees for consultancy fees of £18,000 (31 March 2022: £12,000 and 30 Sep 2022: £24,000).

11. Events after the reporting date

On 27 April 2023, the Company announced that it has managed to secure a strategic funding partner for the Orom-cross graphite project. The Development Finance Corporation engaged to fund 50% of the definitive feasibility study costs by way of a technical assistant grant. The DFC is the primary US Government finance institution set up to provide financially sound solutions for private sector initiatives pertaining to critical challenges facing the world.

On 18 May 2023 Blencowe Resources Plc announced that it had raised £635,000 at 5 pence per share through the issue of 12,700,000 new ordinary shares of 0.5p placing shares. The Company will issue investors in the Placing with 1 warrant per 2 Placing Shares (Investor Warrants”) which are exercisable at 8p for a period of 3 years from Admission of the Placing Shares.

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#GRX GreenX Metals – Half-year Report

DIRECTORS REPORT

 

The Directors of GreenX Metals Limited present their report on the Consolidated Entity consisting of GreenX Metals Limited (Company or GreenX) and the entities it controlled during the half-year ended 31 December 2022 (Consolidated Entity or Group).

 

DIRECTORS

 

The names and details of the Company’s Directors in office at any time during the half-year and until the date of this report are:

 

Directors:

Mr Ian Middlemas                                 Chairman
Mr Benjamin Stoikovich                                    Director and CEO

Mr Garry Hemming                              Non-Executive Director
Mr Mark Pearce                                     Non-Executive Director


Unless otherwise shown, all Directors were in office from the beginning of the half-year until the date of this report.

 

OPERATING AND FINANCIAL REVIEW

 

Operations

 

Highlights during, and subsequent to, the half-year include:

 

·      During the period, the hearing for the international arbitration claims against the Republic of Poland under both the Energy Charter Treaty and the Australia-Poland Bilateral Investment Treaty was concluded.

➢     Combined arbitration hearing took place in front of the Arbitral Tribunal in London under the UNCITRAL Arbitration Rules for GreenX’s claims against Poland.

➢     Damages of up to £737 million (A$1.3 billion / PLN4.0 billion) have been claimed including the assessed value of GreenX’s lost profits and damages related to both the Jan Karski and Debiensko projects, and accrued interest related to any damages.

➢     The Company has funded the Claim proceedings under its US$12.3 million Litigation Funding Agreement (LFA).

·      In November 2022, the Company announced highly encouraging results from an initial site visit to Arctic Rift Copper Project (ARC or Project).

➢     Analysis of the site visit results is underway and will be key to future work programs.

➢     GreenX can earn up to 80% of the ARC copper project in Greenland. ARC is a significant, large-scale project (5,774km2 license area) with historical exploration results and recent analysis indicative of an extensive mineral system with potential to host world-class copper deposits.

·      Subsequent to the half year, the Company announced a placing to issue 12.4 million new ordinary shares to raise gross proceeds of approximately £3.9 million (~A$6.8 million) from new and existing UK and European investors and some Australian investors (Placing). Due to high demand, directors resolved to increase the Placing to issue 14.1 million new ordinary shares to raise total gross proceeds of approximately £4.4 million (~A$7.7 million). The Placing shares were issued on 14 March 2023.

·      On completion of the Placing, the Company will have cash reserves of A$10 million.

Dispute with the Polish Government

 

During the period, the Company reported the conclusion of the hearing for the international arbitration claims (Claim) against the Republic of Poland under both the Energy Charter Treaty (ECT) and the Australia-Poland Bilateral Investment Treaty (BIT) (together the Treaties). The hearing took place in London in November 2022 and lasted two weeks.

Following completion of the hearing, the Arbitral Tribunal will render an Award (i.e., the legal term used for a ‘decision’ by the Tribunal) in due course with no specified date available for the Tribunal decision.

As previously advised, the arbitration and hearing proceedings in relation to the Claim are required to be kept confidential.

Details of the Claim

The Company’s Claim against the Republic of Poland is being prosecuted through an established and enforceable legal framework, with GreenX and Poland agreeing to apply the United Nations Commission on International Trade Law Rules (UNCITRAL) to the proceedings. The arbitration claims are being administered through the Permanent Court of Arbitration in the Hague.

The evidentiary hearing phase of the arbitration proceedings has now been completed in front of the Arbitral Tribunal. With completion of the hearing, the Arbitral Tribunal will render an Award (i.e., a decision) in due course. There is no specified date for an Award to be rendered. Subsequent to the end of the half-year, the Company filed its post hearing brief with the Tribunal. The Company’s claims for damages against Poland are in the amount of up to £737 million (A$1.3 billion/PLN4.0 billion), which includes a revised assessment of the value of GreenX’s lost profits and damages related to both the Jan Karski and Debiensko projects, and accrued interest related to any damages. The Claim for damages has been assessed by independent external quantum experts appointed by GreenX specifically for the purposes of the Claim.

In July 2020, the Company announced it had executed the LFA for US$12.3 million with Litigation Capital Management (LCM). The facility is currently being drawn down to cover legal, tribunal and external expert costs as well as defined operating expenses associated with the Claim. The LFA is a limited recourse loan with LCM that is on a “no win – no fee” basis.

In September 2020, GreenX announced that it had formally commenced with the Claim by serving the Notices of Arbitration against the Republic of Poland. In June 2021, GreenX announced that it had formally lodged its Statement of Claim in the BIT arbitration, including the first assessed claim for compensation. The Company’s Statement of Reply  was submitted in July 2022 which addressed various points raised by the Republic of Poland in their Statement of Defence. The Statement of Reply also contained a re-evaluation of the claim for damages based on consideration of Poland’s Statement of Defence.

GreenX’s dispute alleges that the Republic of Poland has breached its obligations under the applicable Treaties through its actions to block the development of the Company’s Jan Karski and Debiensko projects in Poland which effectively deprived GreenX of the entire value of its investments in Poland.

In February 2019, GreenX formally notified the Polish Government that there exists an investment dispute between GreenX and the Polish Government. GreenX’s notification called for prompt negotiations with the Government to amicably resolve the dispute and indicated GreenX’s right to submit the dispute to international arbitration in the event of the dispute not being resolved amicably.

GreenX’s investment dispute with the Republic of Poland is not unique, with international media widely reporting that the political environment and investment climate in Poland has deteriorated since the change in Government in 2015. As a result, there are a significant number of International Arbitration claims being bought against Poland.

Highly encouraging results from initial ARC site visit

 

During the period, GreenX and its joint-venture (JV) partner Greenfields Exploration Ltd (Greenfields) announced the results of from the first visit to ARC.

 

The results of this work program have demonstrated the high-grade nature of the known copper sulphide mineralisation and wider copper mineralization in fault hosted Black Earth zones and adjacent sandstone units. The exact position of a native copper fissure at the Neergaard Dal prospect was also identified.

 

Analysis of this new information is underway and will be key to future work programs.

 

A logistical base in Greenland was also secured as part of the site visit. The Company successfully established depots, and field trialled its SHERP vehicles and advanced satellite communications systems.

 

Share Placing to UK and European Investors

In March 2023, the Company announced the Placing to issue 12.4 million new ordinary shares to raise gross proceeds of approximately £3.9 million (~A$6.8 million) from new and existing UK and European investors and some Australian investors. Due to high demand, directors resolved to increase the Placing to issue 14.1 million new ordinary shares to raise total gross proceeds of approximately £4.4 million (~A$7.7 million). The Placing shares were issued on 14 March 2023.

 

Results of Operations

 

The net loss of the Consolidated Entity for the half-year ended 31 December 2022 was $1,432,272 (31 December 2021: $1,963,939). Significant items contributing to the current half-year loss and the substantial differences from the previous half-year include to the following:

 

(i)         Arbitration related expenses of $4,830,784 (31 December 2021: $1,241,087) relating to the Claim against the Republic of Poland. This has been offset by the arbitration funding income of $4,795,937 (31 December 2021: $1,342,440);

 

(ii)        Sale of land rights at Debiensko of nil (31 December 2021: $654,428);

 

(iii)       Exploration and evaluation expenses of $668,066 (31 December 2021: $763,800), which is attributable to the Group’s accounting policy of expensing exploration and evaluation expenditure incurred by the Group subsequent to the acquisition of rights to explore and up to the commencement of a bankable feasibility study for each separate area of interest;

 

(iv)       Business development expenses of $132,578 (31 December 2021: $182,433) which includes expenses relating to the Group’s review of new business and project opportunities plus also investor relations activities during the six months to 31 December 2022 including public relations, digital marketing, travel costs, attendances at conferences and business development consultant costs;

 

(v)        Non-cash share-based payment expense of nil (31 December 2021: $1,203,339) due to incentive securities issued to key management personnel and other key employees and consultants of the Group as part of the long-term incentive plan to reward key management personnel and other key employees and consultants for the long-term performance of the Group. The expense results from the Group’s accounting policy of expensing the fair value (determined using an appropriate pricing model) of incentive securities granted on a straight-line basis over the vesting period of the options and rights. During the prior period, the Company issued 10,750,000 unlisted options which vested on issue; and

 

(vi)       Revenue of $161,385 (31 December 2021: $111,664) consisting of interest income of $27,901 (31 December 2021: $9,643) and the receipt of $133,484 (31 December 2021: $102,021) of gas and property lease income derived at Debiensko.

 

Financial Position

 

At 31 December 2022, the Group had cash reserves of $2,574,558 (30 June 2022: $6,106,847) and the US$12.3 million arbitration facility (US$4.2 million available at 31 December 2022) placing it in a good financial position to continue with exploration activities at ARC and with the Claim. On completion of the Placing, the Group will have cash reserves of A$10 million.

 

At 31 December 2022, the Company had net assets of $10,329,665 (30 June 2022: $11,812,416) an decrease of approximately 13% compared with 30 June 2022.  This is largely driven by the loss of the half-year of $1,432,272 (31 December 2021: $1,963,939).

 

Business Strategies and Prospects for Future Financial Years

 

GreenX’s strategy is to create long-term shareholder value through the discovery, exploration, development and acquisition of technically and economically viable mineral deposits. This also includes pursuing the Claim against the Republic of Poland through international arbitration in the short to medium term.

 

To date, the Group has not commenced production of any minerals, nor has it identified an any Ore reserves in accordance with the JORC Code.  To achieve its objective, the Group currently has the following business strategies and prospects over the medium to long term:

 

·        Continue to enforce its rights through an established and enforceable legal framework in relation to international arbitration for the investment dispute between GreenX and the Polish Government that has arisen out of certain measures taken by Poland in breach of the Treaties;

 

·        Continue to assess corporate options for GreenX’s investments in Poland;

 

·        Identify and assess other suitable business opportunities in the resources sector; and

 

·        Continue with exploration activities in Greenland.

 

All of these activities are inherently risky and the Board is unable to provide certainty of the expected results of these activities, or that any or all of these likely activities will be achieved. Furthermore, GreenX will continue to take all necessary actions to preserve the Company’s rights and protect its investments in Poland, if and as required.  The material business risks faced by the Group that could have an effect on the Group’s future prospects, and how the Group manages these risks, include the following:

 

·        Litigation risk – All industries, including the mining industry, are subject to legal and arbitration claims. Specifically, and as noted above, the Company is continuing with it its Claim against the Republic of Poland, and will strongly defend its position and will continue to take all relevant actions to pursue its legal rights in the Claim process. During the period, the hearing for the Claim was completed with Tribunal to render an Award (i.e., a decision) in due course with no specified date available for the Tribunal decision. There is however no certainty that the Claim will be successful. If the Claim is unsuccessful, then this may have a material impact on the value of the Company’s securities.

·        Earn-in and joint venture contractual risk – The Company’s earn-in right to the Project is subject to the Earn-In Agreement (EIA) with Greenfields as announced in October 2021. The Company’s ability to achieve its objectives is dependent on it and other parties complying with their obligations under the Agreement. Any failure to comply with these obligations may result in the Company not obtaining its interests in the Project and being unable to achieve its commercial objectives, which may have a material adverse effect on the Company’s operations and the performance and value of the Shares. There is also the risk of disputes arising with the Company’s joint venture partner, Greenfields, the resolution of which could lead to delays in the Company’s proposed development activities or financial loss.

If and when the Company earns in its interest in the Project, an incorporated joint venture will be established between the Company and Greenfields. The nature of the joint venture may change in future, including the ownership structure and voting rights in relation to the Project, which may have an effect on the ability of the Company to influence decisions on the Project.

·        Operations in overseas jurisdictions risk – The Project is located in Greenland, and as such, the operations of the Company will be exposed to related risks and uncertainties associated with the country, regional and local jurisdictions. Opposition to the Project, or changes in local community support for the Project, along with any changes in mining or investment policies or in political attitude in Greenland and, in particular to the mining, processing or use of copper, may adversely affect the operations, delay or impact the approval process or conditions imposed, increase exploration and development costs, or reduce profitability of the Company. Moreover, logistical difficulties may arise due to the assets being located overseas such as the incurring of additional costs with respect to overseeing and managing the Project, including expenses associated with taking advice in relation to the application of local laws as well as the cost of establishing a local presence in Greenland. Fluctuations in the currency of Greenland may also affect the dealings and operations of the Company.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests. Further, the outcomes in courts in Greenland may be less predictable than in Australia, which could affect the enforceability of contracts entered into by the Company.

The Project is remotely located in an area that has an arctic climate and that is categorised as an arctic desert, and as such, the operations of the Company will be exposed to related risks and uncertainties of arctic exploration, including adverse weather or ice conditions which may and has prevented access to the Project, which can impact exploration and field activities or generate unexpected costs. It is not possible for the Company to predict or protect the Company against all such risks.

The Company also had previous operations in Poland which may be subject to regulations concerning protection of the environment, including at the Debiensko and Kaczyce projects which have both been relinquishment by the Company. As with all exploration projects and mining operations, activities will have an impact on the environment including the possible requirement to make good any disturbed or damaged land.

Existing and possible future environmental protection legislation, regulations and actions could cause additional expense, capital expenditures and restrictions, the extent of which cannot be predicted which could have a material adverse effect on the Company’s business, financial condition and results of operations.

 

·        The Group’s exploration and development activities will require further capital – The exploration and any development of the Company’s exploration properties will require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration and any development of the Company’s properties or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company.

·        The Group’s exploration properties may never be brought into production – The exploration for, and development of, mineral deposits involves a high degree of risk. Few properties which are explored are ultimately developed into producing mines. To mitigate this risk, the Company will undertake systematic and staged exploration and testing programs on its mineral properties and, subject to the results of these exploration programs, the Company will then progressively undertake a number of technical and economic studies with respect to its projects prior to making a decision to mine. However, there can be no guarantee that the studies will confirm the technical and economic viability of the Company’s mineral properties or that the properties will be successfully brought into production.

·        The Group may be adversely affected by fluctuations in copper prices – The price of copper fluctuates widely and is affected by numerous factors beyond the control of the Group. Future production, if any, from the Group’s mineral properties will be dependent upon copper prices being adequate to make these properties economic. The Group currently does not engage in any hedging or derivative transactions to manage commodity price risk. As the Group’s operations change, this policy will be reviewed periodically going forward.

·        The Group may be adversely affected by competition within the copper industry – The Group competes with other domestic and international copper companies, some of whom have larger financial and operating resources. Increased competition could lead to higher supply or lower overall pricing. There can be no assurance that the Company will not be materially impacted by increased competition. In addition, the Group is continuing to secure additional surface and mineral rights, however there can be no guarantee that the Group will secure additional surface and mineral rights, which could impact on the results of the Group’s operations.

·        The Company may be adversely affected by fluctuations in foreign exchange – Current and planned activities are predominantly denominated in Stirling, Danish krone and/or Euros and the Company’s ability to fund these activates may be adversely affected if the Australian dollar continues to fall against these currencies. The Company currently does not engage in any hedging or derivative transactions to manage foreign exchange risk. As the Company’s operations change, this policy will be reviewed periodically going forward.

#ORPH Open Orphan – Board appointment

Open Orphan plc (AIM: ORPH), a rapidly growing specialist contract research organisation (CRO) and world leader in testing infectious and respiratory disease products using human challenge clinical trials, announces the appointment of Martin Gouldstone as an Independent Non-Executive Director of the Company with effect from 8 June 2022.Martin will also Chair the Audit & Risk Committee and will be a member of the Nominations Committee and the Remuneration Committee.

Martin brings 30 years of corporate development experience in the CRO, healthcare and pharmaceutical sectors, holding a number of senior roles at healthcare AI businesses. Martin has expertise in executing multi-billion dollar deals across Europe and the US, architecting end-to-end portfolio out-sourcing deals, and negotiating multi-year research partnerships.

Martin is currently Global SVP, Business Development at Owkin, a French-American start-up using artificial intelligence to discover and develop better treatments for unmet medical needs. Previously, Martin has held the roles of Chief Business Officer at both BenevolentAI and Sensyne Health and was a Partner at Results Healthcare, an international M&A advisory firm, where he co-led the company’s healthcare practice. Prior to this, Martin was Head of Life Sciences for BDO UK LLP, Senior Director responsible for M&A and joint venture opportunities in Europe for Quintiles (now IQVIA), and Business Development and Licensing Lead at Confirmant Ltd, Pharmacopeia Inc, Sareum Ltd.

Martin holds a BSc in Genetics and has completed a range of post graduate management courses.

Yamin ‘Mo’ Khan, Chief Executive Officer of Open Orphan, said: “I am pleased to welcome Martin to the Board of Open Orphan. Martin has extensive corporate development experience in the CRO, healthcare and pharmaceutical sectors and held a number of senior roles in healthcare AI businesses. I look forward to working closely with Martin as we drive further growth across the business.”

Martin Gouldstone, Non-Executive Director, said: “I am delighted to join the Board of Open Orphan at what is an exciting time for the Company and the infectious disease market as it continues to grow significantly post pandemic. I am delighted to bring my previous three decades of experience in the CRO, healthcare and pharmaceutical industry to the Company as it continues to build and expand on partnerships with leading global biopharma companies.”

Regulatory Disclosures

Save for the information set out above and below, there are no further disclosures to be made in accordance with Rule 17, Schedule Two (g) of the AIM Rules for Companies in respect of the appointment of Mr Martin John Gouldstone, aged 55, Martin does not hold an interest in the Company’s share capital.

Current Directorships

Past Directorships

Novara Therapeutics Limited

n.a.

Orthopaedic Research UK

Sempiternum Ltd

For further information please contact:

 

Open Orphan plc

+44 20 7756 1300

Yamin ‘Mo’ Khan, Chief Executive Officer

Liberum Capital (Nominated Adviser and Joint Broker)

 +44 (0) 20 3100 2000

Ben Cryer / Edward Mansfield / Phil Walker / Will King

finnCap plc (Joint Broker)

+44 (0) 20 7220 0500

Geoff Nash / James Thompson / Richard Chambers

Davy (Euronext Growth Adviser and Joint Broker)

+353 (0) 1 679 6363

Anthony Farrell

Walbrook PR (Financial PR & IR)

Paul McManus / Sam Allen /

Louis Ashe-Jepson

+44 (0)20 7933 8780 or  openorphan@walbrookpr.com

+44 (0)7980 541 893 / +44 (0) 7502 558 258 /
+44 (0) 7747 515393 

#BRES Blencowe Resources – Investor Evening – Thursday 12 May 2022

Blencowe Resources would be pleased to welcome current shareholders and potential investors to an Investor Evening on Thursday 12 May 2022 in the City of London.

The event will take place from 6pm for a 6:30pm start in The Partner Room at The Counting House, 50 Cornhill, EC3V 3PD – this is close to Bank station.

Following their return from in-country visits to Uganda, the Company will provide a short presentation followed by opportunities for Investor / Management Q&A and networking.

Hospitality will be provided – to help the Company plan for numbers, it would be appreciated if interested attendees could please RSVP using the following link:

https://tinyurl.com/35drrxms

Alternatively, RSVPs and other queries can be directed to info@blencoweresourcesplc.com 

Executive Chairman Cameron Pearce commented:

“Until recently, opportunities to meet with our UK based investors have been limited and our management team look forward to being able to meet with investors both at this event and in a short non-deal roadshow on our way back from overdue site in-country visits. We have recently released a series of positive operational updates and progress on the project is gathering pace quickly; at this event we look forward to updating shareholders in person on progress to date on both our projects.”

 

 

For further information please contact:

 

  Blencowe Resources Plc

Sam Quinn

www.blencoweresourcesplc.com

Tel: +44 (0)1624 681 250

info@blencoweresourcesplc.com

Investor Relations

Sasha Sethi

Tel: +44 (0) 7891 677 441

sasha@flowcomms.com

Tavira Securities

Jonathan Evans

Tel: +44 (0)20 7100 5100

jonathan.evans@tavirasecurities.com

First Equity Limited

Jason Robertson

Tel: +44(0)20 7330 1833

jasonrobertson@firstequitylimited.com

#ORPH Open Orphan – Appointment of Nominated Adviser and Joint Broker

Open Orphan

Open Orphan plc (AIM: ORPH), a rapidly growing specialist contract research organisation (CRO) and world leader in testing infectious and respiratory disease products using human challenge clinical trials, announces that further to the announcements by Arden Partners Plc on 11 and 14 April 2022 regarding the loss of its Nominated Adviser status upon the completion of its recommended takeover, the Company has appointed Liberum Capital Limited (“Liberum”) as its Nominated Adviser and Joint Broker. Given the timing of the completion of the recommended takeover of Arden Partners Plc, the Exchange has agreed that subject to initial due diligence being undertaken, Liberum has until 5pm on 27 July 2022 to complete its full due diligence.

There can be no guarantee on the outcome of the full due diligence and its impact on Liberum’s decision to continue to act as Nominated Adviser. Accordingly, in such circumstances there is a risk that if the Liberum does not continue to act as Nominated Adviser following completion of its full due diligence and the Company has not found an alternative Nominated Adviser, the Company’s AIM securities may be suspended pursuant to AIM Rule 1. If within one month of that suspension, the Company has failed to appoint a replacement Nominated Adviser, the admission of its AIM securities will be cancelled.

Notwithstanding the extension of time provided in respect of completing full due diligence obligations at engagement, Liberum will continue to be subject to all the ongoing Nominated Adviser responsibilities under the AIM Rules for Nominated Advisers.

finnCap plc and Davy will continue to act as the Company’s Joint Brokers.

Yamin ‘Mo’ Khan, Chief Executive Officer at Open Orphan, said: As the market is aware, Arden Partners can no longer act as Nomad for listed companies from 29 April 2022 and as such, we thank them for their support over the past number of years. We are delighted to now be working with such a prestigious investment bank as Liberum.”

 

 

For further information please contact:

 

Open Orphan plc

+353 (0) 1 644 0007

Cathal Friel, Executive Chairman

Yamin Khan, Chief Executive Officer

Liberum Capital (Nominated Adviser and Joint Broker)

  +44 (0) 20 3100 2000

Ben Cryer/ Edward Mansfield/ Phil Walker/ Will King

finnCap plc (Joint Broker)

+44 (0) 20 7220 0500

Geoff Nash / James Thompson / Richard Chambers

Davy (Euronext Growth Adviser and Joint Broker)

+353 (0) 1 679 6363

Anthony Farrell

Walbrook PR (Financial PR & IR)

Paul McManus / Sam Allen / Louis Ashe-Jepson

+44 (0)20 7933 8780 or openorphan@walbrookpr.com

+44 (0)7980 541 893 / +44 (0) 7502 558 258 / +44 (0)

7747 515393  

#BRES Blencowe Resources – Investor Call

Blencowe Resources (BRES:LON), the graphite explorer developing the Orom-Cross jumbo flake graphite project in Uganda, is pleased to announce that it will host a shareholder conference call and Q&A via Zoom conferencing on Thursday 17 February 2022 at 10:00am UK time (6:00pm WST time).

The call will be hosted by Blencowe’s CEO Mike Ralston who will be updating on the recently announced successful drilling results as well as the Company’s strategy moving forward.

Interested investors are invited to register using the following link:

https://us02web.zoom.us/webinar/register/WN_NPAroCXpT6OQIWKP1Xox1Q  

Those who wish to may add this event to their online diary by clicking here:

https://www.addevent.com/event/DZ11954380

 

Shareholders who wish to do so are invited to submit questions via email to info@blencoweresourcesplc.com

 

The most recent copy of the Company’s corporate presentation can be found at the following link:

https://blencoweresourcesplc.com/presentation/

 

Please note that until the Q&A session has begun that all participants will initially be muted without audio with the exception of Company management. A recording of the call will also be made available on the Company’s website following the call.

 

 

 

**ENDS**

Contacts

Blencowe Resources Plc

Sam Quinn (London Director)

www.blencoweresourcesplc.com

info@blencoweresourcesplc.com

+44 (0)1624 681 250

 

Investor Enquiries

Sasha Sethi

Tel: +44 (0) 7891 677 441

sasha@flowcomms.com

Brandon Hill Capital Limited

Jonathan Evans

Tel: +44 (0)20 3463 5000 jonathan.evans@brandonhillcapital.com

First Equity Limited

Jason Robertson

Tel: +44 (0)20 7330 1883

jasonrobertson@firstequitylimited.com

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