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#BRES Blencowe Resources – Half-year Report

The Company is pleased to announce its Interim Results for the six-month period to 31 March 2022.

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

#MNRG MetalNRG – Annual Report and Notice of AGM

MetalNRG plc (LON:MNRG), the natural resources and energy investment company, announces that, further to the announcement of final results for the year ended 31 December 2021, published on 29 April 2022, (“Final Results”), the Company’s Annual Report and Financial Statements has been published and is available on the Company’s websitewww.metalnrg.com. The Financial Statements for the year ended 31 December 2021 contained in the Annual Report contain no material changes to the Final Results.

MetalNRG’s Annual General Meeting (“AGM”) will be held at 1 Ely Place, London EC12N 6RY at 9.00 am on Monday, 20 June 2022. 

The Notice of AGM, together with the Proxy Form, has been posted to Shareholders and is also available on the Company’s website: www.metalnrg.com.  Full details of the operation and arrangements for the AGM are set out in the Notice of AGM.

Given the continued presence of Covid-19 and the rate at which the virus and new mutations can spread, shareholders should be aware that arrangements for the AGM may change at short notice.  Any relevant updates regarding the AGM will be made as early as possible before the date of the AGM via the Company’s website:  www.metalnrg.com or via a regulatory announcement.

All voting at the resolutions at the AGM will be conducted on a poll which means that shareholders should submit their Proxy Forms by email to info@metalnrg.com or by post to the Company Secretary, City Group PLC, as soon as possible.

We ask that all questions which shareholders wish to raise at the AGM be submitted to info@metalnrg.com in advance.

We additionally ask anyone wishing to attend the meeting to inform the Company Secretary by email at mail@city-group.com of their attendance so that appropriate arrangements can be made.

Pursuant to Disclosure Guidance and Transparency Rules, a copy of the Annual Report and Financial Statements for the year ended 31 December 2021 has already been submitted to the National Storage Mechanism and a copy of the AGM circular and Notice of AGM will be submitted and available shortly for inspection at:

http:/data.fca.org/#nsm/nationalstoragemechanism

The Final Results announcement is also available on the Company’s website www.metalnrg.com and by writing to the Company Secretary, City Group PLC, at 1 Ely Place, London  EC1N 6RY.

 

 

 

For further information, please contact:

 MetalNRG PLC:

Rolf Gerritsen

+44 (0) 207 796 9060

Christopher Latilla-Campbell

+44 (0) 207 796 9060

Peterhouse Capital Limited – Joint Broker:

Lucy Williams

+ 44 (0) 207 469 0930

Duncan Vasey

+ 44 (0) 207 469 0930

S I Capital Limited – Joint Broker:

Nick Emerson

+44 (0) 1483 413500

 

#MSMN Mosman Oil and Gas – Amadeus Basin EP-145 Update

Mosman Oil and Gas Limited (AIM: MSMN) the oil exploration, development, and production company, announces the completion of the on-site portion of the Environmental Survey at EP-145, located in the Amadeus Basin in the Northern Territory, Australia.

The Environmental Survey was completed on schedule and initial results have been received. The next step is the receipt of the final report and submission to the NT government.

This Environmental Survey was one of the pre-requisites to seismic acquisition. The other pre-requisite is approval for acquisition from organisations representing native title parties.

Representatives from the Company will be travelling to Alice Springs in April to meet with the Central Land Council (‘CLC’) and to attend the annual technical conference.

John W Barr, Chairman, said : “Mosman is pleased to achieve the next step in the approval process at EP-145 and is following up on the outstanding final reports with vigor.

“The Amadeus Basin is considered an important asset with considerable exploration upside which needs ongoing work to prove the concepts and resources.”

 

Mosman Oil & Gas Limited John W Barr, Executive Chairman Andy Carroll, Technical Director

jwbarr@mosmanoilandgas.com acarroll@mosmanoilandgas.com

NOMAD and Broker

SP Angel Corporate Finance LLP

Stuart Gledhill / Richard Hail / Adam Cowl

+44 (0) 20 3470 0470

Alma PR

Justine James / Joe Pederzolli

+44 (0) 20 3405 0205

+44 (0) 7525 324431

mosman@almapr.co.uk

Joint Broker

Monecor (London) Ltd trading as ETX Capital Thomas Smith

020 7392 1432

#SVML Sovereign Metals – Spott Equity Research Report

 

 

Today’s news that Sovereign has secured a 25ktpa (20% of total 122ktpa) premium priced offtake into the welding sector is a great positive as most rutile globally normally goes into pigment with a preference for >75µm material. Key here is that Sovereign’s rutile is among the coarsest globally with d50 of 118µm (~same as Rio / Tronox African ops and much larger than Australian developers), including 94% > 75um. With 28% <150µm, this is saleable into pigment but wouldn’t typically attract a premium—unlike today’s deal. Looking ahead, investors should see MRE coming close to doubling soon as Nsaru ‘next one’ sees maiden resource, followed by a scoping study update. Better still, Sovereign remains a massively high conviction ESG name here not the least given they have 80ktpa graphite byproduct to come. As such, we maintain our BUY rating and our A$1.40/sh PT based on a 0.5xNAV multiple for Kasiya. Our estimates for a fully-funded and fully-diluted NAV at first production of ~A$2.75/sh demonstrate the upside here. That this asset is so far ahead of not just low-value or politically difficult peers, as well as producing assets in Africa, adds a valuable M&A angle. The key to our investment thesis is that investors are exposed to resource growth while this is underway, starting with a 1H22 maiden Nsaru MRE and revised scoping study around mid year.

 

Premium pricing offtake to welding supply company secured for 25ktpa (20% of total 122ktpa)

Sovereign has signed a Memorandum of Understanding (MoU) for offtake of 25,000tpa of natural rutile (vs. high CO2 synthetic rutile converted from ilmenite by the likes of Rio) to Hascor International Group™, a globally leading distributor to the welding industry. Rutile for the welding industry typically attracts a premium to pigment sales. Sovereign notes bagged rutile’s sales are expected to be priced at a US$500- 600/tonne premium over the bulk market in 2022, leading price growth due to limited alternatives within the welding end-use sector.

Why we like Sovereign Metals

1. Existing 605Mt @ 0.98% rutile comes from just 49km2 of Kasiya
2. Kasiya drilling over 89km2 plus 40km2 at Nsaru points to >1Bt global potential
3. Pure rutile + graphite credits lowers CO2 and adds EV credits addressing ESG agenda
4. On hydropower, hydro mineable, on modern rail to deep-water port with allocation
5. PFS-level Malingunde graphite project adds diversification and second pillar to value

Catalysts

1. 1Q22: Nsaru MRE
2. Mid 2022: Expanded PEA to including Nsaru
3. 2022: Ore to pigment CO2 study

Research

Brock Salier (London) M: +44 7400 666 913 bsalier@sprott.com
Justin Chan (London) M: +44 7554 784 688 jchan@sprott.com
Brandon Gaspar (Toronto) M: +1 437 533 3142 bgaspar@sprott.com
Eleanor Magdzinski (Toronto) M: +1 705 669 7456 emagdzinski@sprott.com

 

 

 

#POW Power Metal Resources – Results for the Year Ended 30 September 2021

Power Metal Resources plc (LON:POW), the London listed exploration company seeking large-scale metal discoveries across its global project portfolio, announces its consolidated audited results for the year ended  30 September 2021, for the Company and its subsidiaries (together the “Group”).  

Highlights from the year under review:

Operational

 

· After an extensive preparatory period drilling commenced in October 2020 at the Molopo Farms Complex Project (“MFC Project”) in Botswana, where the Company funded US$500,000 of exploration costs to earn-in to a 40% direct project interest. Results were released during the course of the year with potentially significant nickel sulphides identified from the three hole drill programme and the company completed its earn-in during April 2021, securing a direct 40% interest in the MFC Project.

 

· In January 2021 an option was secured over exploration interests in the Paterson Region of Western Australia and during 2021 various amendments were made to this original option culminating in the acquisition of a 5 licence exploration package covering 751km2 post-year end. Work undertaken during the year demonstrated the presence of magnetic bullseye anomalies demonstrating geological and geophysical similarities to the Havieron deposit discovered by Greatland Gold plc.

 

· January 2021 saw option agreements signed over exploration project interests in the Hemlo Schreiber region in Ontario Canada, with options crystallised in the year and it was then announced in September 2021 that the entire interests in the Hemlo Screiber region were sold to First Class Metals Limited (“FCM”) for £1 million through the issue to wholly owned subsidiary Power Metal Canada Inc of 333,334 FCM shares at £3 per share. FCM is seeking a listing on the London capital markets.

 

· The Company saw its 49.9% owned joint venture in the Victoria Goldfields see its first licence applications granted and the launch of inaugural ground exploration in February 2021, with various updates released during the year confirming additional licence grants and gold exploration progress.

 

· In March 2021 the Company confirmed the acceleration of its earn-in to a 30% holding in the Silver Peak silver project in British Columbia, Canada, and in July 2021 diamond drilling commenced which would ultimately lead to the discovery of further bonanza grade silver, with significant copper, lead and antimony credits.

 

· Also in March 2021, the company announced a business update from its 50% owned joint venture with Kavango Resources plc in the Kalahari Copper Belt (“KCB”), Botswana that saw the signing of conditional acquisition agreements to acquire 8 new KCB licences and increasing the joint arrangement’s KCB ground footprint to 4,255km2.  The acquisitions were completed in August 2021 and saw all KCB interests transferred to a new 50% joint operating company Kanye Resources Pty Ltd.

 

· In May 2021 the Company secured an option agreement over two gold – nickel prospecting licences in Botswana, and after due diligence exercised the option in July 2021. Accelerated exploration led to the discovery of multiple kilometre-scale gold, nickel and arsenic anomalies announced in July, ultimately leading into a post-year end reverse circulation drill programme. Following option exercise the two licences underlying the properties (the “Tati Project”) were successfully transferred post-year end into a new 100% Power Metal owned Botswana holding company, Tati Greenstone Resources Pty Ltd.

 

· June 2021 saw the Company sign an Assignment and Assumption Agreement to acquire a right to earn into a 100% interest in the Golconda Summit Gold Property in Nevada USA, marking the Company’s first project in Nevada.

 

· Also in June 2021 acquisitions in Nevada continued with the acquisition of a 100% interest in the Stonewall and Garfield exploration projects from fellow AIM listed Sunrise Resources plc.

 

· July 2021 saw the identification of rare earth element drill targets at the Ditau Camp project in Botswana, also held in the 50% owned joint venture with Kavango Resources plc, Kanye Resources Pty Ltd.

 

· The Company signed an agreement in July 2021 through which it may acquire a 100% interest in the Authier North lithium exploration property in Quebec, Canada, situated adjacent to Sayona Mining’s (ASX:SYA) Authier lithium project.

 

· In September 2021 the Company launched a uranium staking programme in the Athabasca area of Saskatchewan, Canada which ultimately saw c.412km2 of ground staked, allocated into 7 project packages.

 

Financial

 

· Loss for the year to 30 September 2021 of £622k (2020: £1.4 million);

· Pre non-controlling interest total equity of £6.3 million   at the year-end (2020: £2.7 million); and

· Raised £3.6 million in cash during the year from the exercise of Power Metal share warrants, including by directors.

Post-year end

 

In November 2021, Power Metal raised over £1,050,000 gross proceeds through a placing of 60,000,000 new ordinary shares of 0.1 pence each, at an issue price of 1.75 pence per share. In conjunction with the placing, each new ordinary shareholder receives an attaching warrant, to subscribe for a further new ordinary share of 0.1 pence each, at an exercise price of 3.5 pence each, expiring after two years.

 

Following the end of this reporting period, to the date of signing, the Company has received funds of £593,481 in relation to warrant and option exercises, issuing a total of 74,192,876 new ordinary shares.

 

Drilling programme commencement at Tati project in Botswana was announced October 2021 with completion by the calendar year end and results dispatched to Intertek in Australia for assay testing.

 

New copper anomalies identified at the Garfield project in Nevada USA, with additional claims staked to cover the ground footprint over the identified anomalies, as announced in October 2021.

 

In October 2021, it was announced that the final licence application was granted at the Wallal project, leading to the Company signing a revised agreement to acquire 100% of First Development Resources Australia Pty, via its subsidiary First Development Resources Ltd. The transaction consideration was funded through the issue of 13,333,333 Power Metal new ordinary shares at an issue price of 2.75 pence each and 13,333,333 warrants over Power Metal shares at an exercise price of 4.5 pence per ordinary share. Additional consideration of 10,000,000 Power Metal shares at an issue price of 3.2 pence and 10,000,000 warrants over Power Metal shares with an exercise price of 5.0 pence per ordinary share will be settled by Power Metal for all other Australia licences with interests held by First Development Resources Pty Ltd, owned by third parties to be transferred to First Development Resources Pty Ltd.

 

Approval of the Environmental Management Plan was secured in October 2021 for the Kalahari Copper Belt and Ditau Camp projects licence areas held in the Kanye Resources joint venture with Kavango Resources plc clearing the last key administrative step prior to drilling key targets at the project areas.

 

In October 2021, Power Metal Resources Australia Pty Ltd, a subsidiary of the Company, submitted two licence applications in South Australia covering 1,994km2 targeting Olympic Dam style mineralisation.

 

On 29 October 2021, the Group concluded the 100% share capital purchase of First Development Resources Pty Ltd (‘FDR Australia’) for total consideration of £749,743, consisting of £36,200 cash (AUD$66,000), 13,333,333 new ordinary shares in the Company at a share price of 2.75 pence, 10,000,000 new ordinary shares at a share price of 3.2 pence, and warrants with a total fair value of £26,876. FDR Australia holds exploration interests in the Paterson region of Western Australia and work in 2021 identified three magnetic bullseye targets hosted within the Wallal Project. The acquisition meets the definition of a business combination and will be accounted for using the acquisition accounting method in accordance with the Group’s accounting policies. 

 

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:  

Fair value

£’000’s

Prospecting and exploration rights

749

Cash and cash equivalents

1

Total fair value

750

Consideration

750

Goodwill

 

There were no associated transaction costs.

The Company announced in November 2021 the signing of a 3 month option agreement by Kavango Resources plc to acquire 51.15% of Kalahari Key Minerals Exploration Pty Ltd. The acquisition will include the 5,313 shares in Kalahari Key currently owned by Power Metal. The acquisition does not affect the 40% project interest which the Company has earnt-in to. Following the transaction, Kalahari Key is due to restructure, with the 40% project interest held by Power Metal to transfer to interest in the company.

 

In November 2021, the Company announced it had signed an agreement for the 100% acquisition of the Selta project, located in the Northern Territory, Australia. The acquisition will be made by the Company’s wholly-owned subsidiary, First Development Resources Ltd (“FDR”). Consideration includes AUD $25,000 cash and £100,000 payable through the issue of 1,499,250 shares in First Development Resources Ltd at an issue price of 6.67 pence per share. Additional consideration in the form of FDR shares will be due as each of the three licence applications are granted. Should all FDR shares be issued Power Metals interest will dilute down to 83.33%. FDR is to seek a listing on the London capital markets.

 

The Company announced in November 2021 it had exercised the option to acquire a 100% interest in the Pilot Mountain Project from fellow AIM listed Thor Mining plc, via its wholly-owed subsidiary, Golden Metal Resources Ltd. Power Metal paid consideration of US$1,650,000 through the issue of 48,118,920 new ordinary shares at an issue price of 2.5 pence per share (£1,202,973), together with a US$115,000 cash payment and issue of Power Metal warrants to Thor Mining plc.

 

In November 2021 the Company announced drill assay results from its 30% owned Silver Peak Project in British Columbia Canada demonstrating bonanza grade silver in 10 of 19 holes drilled, and in December 2021, overlimit assays for copper, lead and antimony further increasing silver equivalent grades by an average of 18.8%.

 

In November 2021 a detailed exploration update covering the Nevada projects held through wholly Power Metal owned Golden Metal Resources Limited was followed by a pre-IPO financing for Golden Metal raising £750,000 for was announced in December 2021 at a pre-money valuation of £3.25million. Golden Metal is seeking a listing on the London capital markets. Following completion of the financing Power Metal’s holding in Golden Metal will dilute down to 83.13%.

 

In November 2021 the Company received notification of the grant of one exploration licence in the Victora Goldfields of Australia.

 

In December 2021 the Company’s 49.9% holding in the Victoria Goldfields joint venture was hived up to New Ballarat Gold Corporation PLC where Power Metal holds the same 49.9% interest. Diamond drilling commenced in the joint venture properties located in the state of Victoria in December 2021.

 

Sampling assay results of initial uranium exploration at 3 properties in the Athabasca basin, Saskatchewan, Canada were announced, demonstrating up to 38,600ppm (3.86%) uranium highlighting the prospectivity of the uranium properties examined.

 

January 2022 saw the launch of inaugural diamond drilling at the 35% Power Metal owned Haneti Project in Tanzania, with a 3 hole 1,000 drill programme, targeting nickel sulphide-copper-platinum group metal mineralisation.

 

Also in January 2022 a ground reconnaissance programme was commenced in the Paterson Region, Western Australia to review and access locations for a planned deep drill programme in 2022 seeking gold-copper mineralisation at magnetic bullseye targets at the Wallal Project.

 

Following a rotary air blast drill programme completed in 2021 an inaugural diamond drilling programme was launched in January 2022 at the Haneti Project in Tanzania, targeting nickel, copper, cobalt and platinum group elements. The programme was completed in February 2022 with core logging and sampling currently being prepared for analysis and laboratory assay testing.

 

January 2022 saw the successful transfer of Tati Project prospecting licences into Power Metal’s wholly owned local operating company in Botswana triggering share and warrant payments to the vendors

 

January also saw the renewal of key prospecting licences at the Molopo Farms Complex project in Botswana.

 

The initial results from a uranium project data compilation at the Athabasca Basin project interests in Saskatchewan, Canada, demonstrating considerable prospectivity and to be used as the basis for planned 2022 exploration programmes.

 

In January 2022, Power Metal completed the acquisition of the Pilot Mountain project into a newly created Australian holding company and announced early clearance of a US$500,000 tail benefit potentially due to vendor Thor Mining plc.

 

Diamond drilling commenced in January 2022 at the Haneti Project in Tanzania completing in February 2022, with samples being prepared for assay testing at SGS Tanzania.

 

In February 2022 the Company received notification of the grant of three exploration licences at the Selta Project in the Northern Territory, Australia.

 

Notice of Annual General Meeting and Distribution of Accounts to Shareholders

 

The Company’s Annual General Meeting (“AGM”) will take place at 10.00am on 30 March 2022 at Suite 24, Temple Chambers, 3-7 Temple Avenue, London, EC4Y ODT.  The Company’s Annual Report and Accounts for the year ended 30 September 2021 will be posted to shareholders this week. Copies of the Notice of AGM and the Annual Report and Accounts will also be available on the Company’s website at www.powermetalresources.com in due course.

 

Introduction

 

Power Metal Resources is an energetic hub of activity we believe to be uncommon to the junior resource space, and certainly to an extent it has not previously experienced as a public company.

 

The refinancing and restructuring undertaken in February 2019 kickstarted  a pathway of aggressive repositioning and confident growth, which was the only way to restore the market’s confidence after the Company’s failings of the past.

 

We commenced this financial year with six African project interests, augmented by precious metal interests in North America and Australia. We ended the year with a global business with considerable portfolio interests across North America, Africa and Australia.

 

We have a model of proactive project search, selection and acquisition, followed by  immediate exploration to increase value. Thereafter projects enter our in-house exploration portfolio or our corporate channel where we seek disposals or spin-outs to generate significant value to build our asset base and financial strength.

 

Our model is highly flexible, provides long-term sustainable balance sheet growth and is driven by clear objectives, notably to do all in our power to generate high returns for shareholders, working fairly with all business partners and protecting and offering opportunity to the communities in which we operate.

 

Operations Review

Projects

 

Africa

 

Botswana

 

Power Metal currently has six projects in Africa with a main focus on Botswana, recognising the extremely positive operating environment for diligent and respectful resource exploration companies in country, and the tremendous resource endowment offering junior exploration companies the opportunity for district-scale metal discoveries.

 

Our joint operation with Kavango Resources plc has been structured under a single vehicle, Kanye Resources Pty Ltd (“Kanye Resources”), a Botswana private company in which we hold a 50% interest and into which all prospecting licences have been transferred. The previously announced plan is for our interest to hive up into Kanye Resources PLC, a UK vehicle which would be used as the host for a listing in the London capital markets. That plan remains in place, albeit we have a high level of ground exploration underway, and our focus during the recent financial year has been on further value enhancement across the portolfio via these various ground exploration programmes. As the hive up has not yet taken place, the joint arrangement has been reclassified as a joint operation in the financial statements.

 

Ground exploration has delivered positive results with numerous prospective drill targets identified across the South Ghanzi project in the Kalahari Copper Belt (“KCB”) targeting copper-silver and at the Ditau Camp project targeting rare-earth elements and base metal mineralisation.

 

We have successfully added to the South Ghanzi project in Botswana, with the addition of eight more prospecting licences in the financial year, including the South Ghanzi extension and Mamuno licences at a cost of US$430,000 split 50/50 with our partners, Kavango Resources plc. 

 

At the year end Kanye Resources held 4,257km2 of prospective KCB ground over ten licences and 1,386km2 of ground over two licences representing the Ditau Camp Project. This is an immense land holding, with ongoing ground exploration proving up multiple drill targets and plans for extensive drilling as soon as detailed preparatory work has been completed. 

 

The financial year also saw the acquisition of the Tati Project in Botswana, comprising two prospecting licences located near Francistown which are prospective for gold and nickel. The Company exercised its option to earn 100% over the project in July 2021 and paid a cash option fee of £50,000 which may be offset against future drilling costs incurred by the project vendors’ wholly-owned drilling services company. Up to 5,833,332 shares to be issued at 3.0p comprises most of the consideration with an additional 5,833,332 warrants over new Power Metal ordinary shares (50% at 5p and 50% at 7.5p).

 

Thorough due diligence and post-option exercise exploration programmes led to the identification of multiple kilometre-scale gold, arsenic and nickel anomalies which were subject to follow up exploration and notably a post-year end reverse circulation drilling campaign.

 

Finally in Botswana, the Company made significant progress at the Molopo Farms Complex project (“MFC Project”) located in Botswana, where the Company funded US$500,000 of exploration and in April 2021 completed its earn-in to acquire a 40% interest in the MFC Project. The funding covered the drilling of 3 deep diamond drillholes into 3 geophysical targets, with the second hole successfully intersecting nickel sulphides and platinum group metals as announced in April 2021. 

 

Follow-on technical analysis continued during the year with positive findings released to the market leading to an option being signed post-year end with Kavango Resources plc, for Kavango to take an interest in the MFC Project by acquiring the majority of Kalahari Key Mineral Exploration Pty Ltd., which holds the remaining 60% MFC Project interest after the completion of Power Metal’s earn-in.

 

The Democratic Republic of the Congo (the DRC)

 

The Company has a 70% interest in the Kisinka Project in the DRC where previous exploration saw the identification of a 6.8km copper-cobalt anomaly. In November 2020 assay results from a pitting and mapping exploration programme demonstrated high copper and cobalt values.

 

In May 2021, the Kisinka Project was awarded a 25 year production licence adding further value to the project and the next step including plans for exploration were developed. Ultimately it was determined that exploration drilling was the best follow-on step, and the company continued to work post-year end to implement this in an acceptable manner.

 

Regrettably operational progress has been difficult to secure in an acceptable manner in country, across a number of areas that we are seeking to resolve. The next step in our planned exploration would be drilling, a costly affair requiring us to have operational confidence through a well planned and cost effective drill programme. Also, it is important to have the bedrock of strong commercial relationships in country to underpin the project now, and particularly in the event of forward exploration success.  We have not had adequate progress of late, or sufficient confidence to invest further at this stage, and given this underlying uncertainty have taken the current decision to impair our investment in full at this time (£841,000 including 156,000 investment and £685,000 intercompany loan balance).  This is an accounting transaction only which has no impact on Power Metal’s cash position and we will continue to work in-country to secure the progress we need to push this project forward.

 

It is also noted that Power Metal deploys a continuous review of project specific capital allocation, focusing its resources on those projects that offer the best potential value upside and security of tenure, whereby value generated will be protected, notably following major value events including commercial discoveries.

 

Tanzania

 

The Company holds a 35% stake in the Haneti Project in Tanzania with partner and fellow AIM listed Katoro Gold plc (LON:KAT) holding the remaining 65%.

 

During the year a rotary air blast drill programme was undertaken at the Haneti Project, seeking to help delineate drill targets for follow-on diamond drilling. The positive outcome of this programme was announced in April 2021, which included the confirmation of targets and the discovery of new gossanous nickel-copper veining at the Mihanza Hill target. Deep diamond drilling was confirmed as the next step and this commenced post-year end in January 2022.

 

Australia

 

First Development Resources

 

During the year the company increased its exposure to Australian exploration opportunities with an option secured in January 2021 to acquire a 100% interest in First Development Resources Pty Limited (“FDR Australia”), a company which held two exploration licence interests in the Paterson region of Western Australia. 

 

Various amendments were made to the original option agreement during the course of the year and post-year end the Company acquired FDR Australia outright through its wholly owned UK company First Development Resources Limited (“FDR UK”). At the time of acquisition, FDR Australia had interests in five exploration licences located in the Paterson region and during the year and post-year end all FDR Australia licence interests achieved granted status enabling the launch of inaugural ground exploration. Furthermore, heritage agreements with the native title holders were prepared as a precusor step required in advance of a planned diamond drilling campaign targeted in 2022.

 

The intention is to list FDR UK on the London capital markets and during the year and post-year end work was undertaken in order to advance the company towards its planned Q2 2022 listing.

 

Exploration was undertaken during the year which led to the identification of three magnetic bullseye targets at the Wallal Project as announced in July and September 2021. The Company believe that the anomalies bear geophysical similarities to the Havieron deposit discovered by fellow AIM listed Greatland Gold plc (LON:GGP) and also located within the Paterson region.

 

New Ballarat Gold Corporation

 

At the start of the year Power Metal held a 49.9% interest in Red Rock Australasia Pty Ltd (“RRAL”), a joint venture vehicle with exploration licence interests in the Victoria Goldfields, Australia. The remaining 50.1% was held by fellow AIM listed Red Rock Resources plc (LON:RRR). 

 

In September 2020 RRAL held 2,188km2 of ground across twelve licence applications where the application status meant material ground exploration could not be undertaken. During the course of the year, a number of licence applications were granted and ground exploration was launched.

 

By the year end, seven licence applications had been granted covering 848km2 and 1,458km2 over nine licence applications were awaiting grant.

 

The original plan for RRAL was to secure a listing in Canada, however in August 2021 the joint venture partners confirmed the focus for the listing was changed to the London capital markets. Reflecting this, and post-year end, the partners’ interest in RRAL was hived up to a new company New Ballarat Gold Corporation PLC, with Power Metal holding a 49.9% interest as before.

 

Exploration work during the year and post-year end delineated multiple drill targets which led to the commencement of diamond drilling in December 2021 for Buninyong, EL007271, and Pitfield EL007301.

 

North America

 

Silver Peak

 

Just prior to the start of the financial year, in September 2020, Power Metal exercised an option to earn-in to a 30% interest in the Silver Peak project, in British Columbia, Canada. 

 

To secure this option, Power Metal made a payment of £129,683 to the vendors comprising CAD$30,000 (£17,183) cash and £112,500 through the issue of 9,000,000 new Ordinary Shares (the “Option Exercise Shares”) at a price of 1.25p per Option Exercise Share.   In addition, the vendors were granted 9,000,000 warrants to subscribe for new Ordinary Shares in the Company at a price of 1.75p with a three-year life to expiry.

 

The earn-in was competed in the financial year, as announced in March 2021.  In the original agreement, Power Metal was to pay CAD$250,000 against exploration expenditure at the Silver Peak Project. Previously Power Metal had paid CAD$141,048 and the remaining CAD$108,952 (£62,313) was paid to clear the outstanding balance.

 

In addition Power Metal made a final earn-in payment of CAD$200,000 (£114,349), satisfied by the issue of 5,139,281 new Ordinary Shares to the vendors of the Project. The number of shares to be issued was based on an agreed seven-day volume weighted average price of Power Metal shares of 2.225p.

 

In addition, the vendors received 2,569,641 warrants to subscribe for new Ordinary Shares exercisable at a price of 2.89p representing a 30% premium to the issue price of the final payment shares. The final payment warrants have a three year life to expiry from the date of announcement.

During the year, two drill programmes were undertaken at the Silver Peak project, the first in November 2020 which was curtailed due to poor weather conditions. Notwithstanding the challenges, the programme s uccessfully delineated very high-grade silver including 5,270 g/t silver (169.5 troy oz/t). A further drill programme was undertaken in summer 2021 and completed in August 2021.  Results from this programme and from subsequent overlimit assays were announced after the year end and demonstrated extensive bonanza grade silver.

 

Authier North

 

In July 2021 the Company announced an agreement to earn-in to the Authier North and Duval East lithium exploration properties in Quebec, Canada.

On signing of the agreement, Power Metal, on behalf of Power Metal Canada, made initial earn-in payments to the vendors including a cash payment of CAD$15,000 (c.£8,777) and a share based payment of CAD$50,000 (c.£29,257) through the issue of 1,063,891 new Ordinary Shares of 0.1p each in Power Metal at a price of 2.75p per share, (“Initial Earn-in Shares”). During the first year Power Metal must expend CAD$25,000 (c.£14,628) on exploration costs on the properties.

In year 2 Power Metal will make a cash payment of CAD$25,000 to the vendors and a further share based payment of CAD$50,000 with the number of new Ordinary Shares based on the ten consecutive trading day volume weighted average Power Metal share price prior to the delivery of written confirmation to the Vendors that Power Metal Canada wishes to proceed to year 2 of the Option. During the second year Power Metal must expend CAD$50,000 on exploration costs on the Properties.

In year 3 Power Metal will make a cash payment of CAD$25,000 to the Vendors and a further share based payment of CAD$75,000 with the number of new Ordinary Shares based on the ten consecutive trading day volume weighted average Power Metal share price prior to the delivery of written confirmation to the Vendors that Power Metal Canada wishes to proceed to year 3 payments. During the third year Power Metal must expend CAD$100,000 on exploration costs on the Properties.

Should all payments be made above, the total cost to Power Metal, on behalf of Power Metal Canada, would be £242,832 over a maximum 3 year period, and following that expenditure Power Metal Canada will hold a 100% interest in the Property. Power Metal Canada can elect to accelerate all expenditures should it wish, at any time, to allow earlier completion of the earn-in.

There is an existing 1% net smelter royalty (“NSR”) over the Properties that will remain in place. In addition, on completion of the earn-in Power Metal will grant to the Vendors a further 1.25% NSR (the “Vendor NSR”) and 0.5% of the Vendor NSR may be bought back by Power Metal Canada at any time for a cash payment of CAD$500,000. In total, prior to any buyback, the total NSRs amount to 2.25% over the Property.

A soil sampling and mapping exploration programme was announced in September 2021, with the results released after the year end.

 

Athabasca Basin

 

In September 2021 the Company announced the staking of four 100% owned uranium exploration properties covering a combined 10,869-hectares (109km2) giving Power Canada a strong foothold in the prolific Athabasca Basin. The properties include the Clearwater Uranium Property (“Clearwater”), Tait Hill Uranium Property (“Tait Hill”), Thibaut Lake Uranium Property (“Thibaut Lake”), and the Soaring Bay Uranium Property (“Soaring Bay”).

Building on this initial acquisition, later in September 2021, the Company announced an increase of ground to 241km2 achieved through the staking of additional ground immediately surrounding the Company’s Clearwater, Tait Hill, and Soaring Bay uranium properties, as well as the acquisition of three additional uranium properties including the Cook Lake, E-12, and Reitenbach properties (together the “Properties”).

 

The cost of acquisition of the Properties was the staking cost only amounting to CAD$14,458 by the financial year end. The uranium properties are held by Power Canada through its 100% owned holding company 102134984 Saskatchewan Ltd.

 

Ground staking to build the footprint continued after the year end, and an initial sampling and mapping programme was undertaken at three of the properties also after the year end.

 

Hemlo-Schreiber / First Class Metals

 

In January 2021 the Company acquired the Hemlo North project, an early stage exploration opportunity prospective for both gold and base metal mineralisation, situated over an underexplored part of the very prospective Hemlo-Schreiber Greenstone Belt. Hemlo North consisted of 122 Single Cell Mining Claims (“Claims”) being vended as three contiguous claim packages; Roger Lake (50 Claims); Olga Lake (42 Claims); and Dotted East (30 Claims), over a total area of 25.82km2.

 

The cost of acquisition of the Hemlo North project was CAD$120,000 (c.£69,130) of which CAD$60,000 (c.£34,565) was paid in cash and CAD$60,000 through the issue to the vendors of 1,152,233 new Ordinary Shares of 0.1p each in the Company at an issue price of 3.0 pence per share.

 

Later in January 2021 the Company signed option agreements to acquire 4 further precious and base metal exploration  properties in the Hemlo-Schreiber region. The four option properties were located within 100km west or southwest of the Company’s Hemlo North project and included:

 

–  McKellar, consisting of 58 Mining Claims (12.3km2) prospective for both volcanogenic massive sulphide (“VMS”) copper-lead-zinc mineralisation and orogenic gold deposits.

–  Enable, consisting of 41 Single Cell Mining Claims (circa 8.7km2) and underlain by gold prospective, greenstone belt.

–  Magical, consisting of 14 Single Cell Mining Claims (circa 3km2) where regional geophysics data show a possible target related to the intersection of a granitoid intrusion with a regional-scale magnetic geophysics lineation. 

–  Coco East, consisting of 30 Single Cell Mining Claims (circa 6.4km2) considered prospective for both mesothermal lode gold and VMS deposits.

For the acquisition of a 100% interest in the each of the option properties the following cash and equity consideration was payable:

Property Name

Cash

(CAD$)

POW Shares

(CAD$)

Note: POW Shares

Total Consideration

(CAD$)

McKellar

50,000

50,000

960,000

100,000

Enable

30,000

30,000

576,000

60,000

Magical

20,000

20,000

384,000

40,000

Coco East

30,000

30,000

576,000

60,000

Total (if all properties acquired)

130,000

130,000

2,496,000

260,000

The POW shares payable as consideration were new Ordinary Shares of 0.1p each in the Company at an issue price of 3.0 pence per share.

The Vendors will retain a 2% net smelter royalty (“NSR”) in respect of each of the properties. Power Metal may purchase 1% of each NSR for each property, at any time, by making a cash payment to the Vendors of CAD$500,000 per Property.

The option over all four properties were exercised by the end of February 2021.

In September 2021, the Company announced the sale of all 5 projects to First Class Metals Limited (“First Class”). First Class is a UK private company with an existing portfolio of interests in the Schreiber-Hemlo region held through its Canadian operating subsidiary First Class Metals Inc., and is currently seeking a listing on a recognised stock exchange in London.

The total consideration was £1 million payable through the issue of 333,334 new Ordinary Shares of £1 each in First Class Metals Ltd (“First Class Shares”) at a price of £3 per share.

New Opportunities

 

Power Metal Resources

 

Power Metal Resources had a pipeline of new opportunities under review during the year, some of which led to new transactions as detailed above.

 

The Company maintains strict criteria for project selection and only proceeds with projects that complement existing business interests and planned strategy and where transactions can be undertaken on reasonable commercial terms.

 

Power Capital Investments Ltd

 

In May 2021 the Company announced it had established a new 100% owned subsidiary ‘incubator’ business: Power Capital Investments Ltd (“Power Capital”). Power Capital will initially be fully funded by Power Metal.

 

Power Capital will actively identify small, entrepreneurial business ventures with significant growth potential in the junior resource space and provide support with regard to business management, project development and corporate development to enable them to scale rapidly and realise their potential. Power Capital may also provide financial support.

Power Capital will look to develop these high-potential early stage ventures, to the point of sale, public listing, or incorporation into the Company’s portfolio, dependent on a set of key performance indicators to be established.

As a major shareholder in each selected business, Power Capital, and thereby Power Metal, has the opportunity for significant capital appreciation from each successful venture together with a self-created pipeline of new resource projects for operational development by Power Metal.

Corporate Social Responsibility (“CSR”)

 

The Company maintains a focus on CSR through internal policies and our approach to external operational activities.

 

The priority given to this aspect of our work is shown in the fact that at RRAL we recruited a community relations officer as the second employee engaged, in order to start community engagement even in advance of any license grant.

 

The Company will continue to prudently invest in the regions in which we have business activities, in support of the communities where we operate. As an early stage Company, Power Metal Resources is keen to employ workers from the areas in which we operate, and to operate in a safe, responsible, and reasonable manner. 

 

As certain projects mature, we would expect our community engagement to become more extensive in line with the level of operational activities.

 

Financial Review

The Group recorded an audited loss after tax for the year to 30 September 2021 of £ 622k  (2020: loss of £1.4 million). The loss per share from continuing activities was  0.05p  (2020: 0.25p).

 

The Group’s exploration activities during the financial year under review were funded through the issue of shares to raise cash. In aggregate, new Ordinary Shares were issued during the financial year, raising a total of approximately £ 3.6 million from  the exercise of warrants, including by directors.

 

We ended the financial year with a cash balance of £ 1.27 million  (2020: £0.91 million), which was enhanced post-financial year end by the November 2021 placing, raising £1.05 million gross proceeds through a placing of 60,000,000 new Ordinary Shares of 0.1 pence each, at an issue price of 1.75 pence per share, and the exercise of warrants and options bringing an additional £593k into the Company post-year end.

 

Cash balances held at the year end are supplemented by listed company shares and warrants (cash equivalents), which represent a further pool of accessible cash available on the sale of shares in listed companies.

 

Targets for 2022

 

Our operational targets for the remainder of 2022 are:

 

· To advance our in-house exploration projects seeking to deploy capital primarily on exploration drill programmes, targeting large scale metal discoveries;

· To advance our spin out model, working to secure independent listings of multiple vehicles, enabling the exploration packages that are spun out to thrive with independent management, financing, strategy and operational drive whilst building Power Metal’s underlying asset value;

· To secure further disposals of project portfolio interests to augment working capital, which alongside the creation of spin out value will move the Company toward financial self-sustainability;

· To invest in, and focus on, Environmental, Social and Governance policies to protect and advance the locations, people and opportunity of the jurisdictions in which we work; and

· To focus on value creation from our existing portfolio of interests first and foremost, and to seek to replenish that portfolio with new, vibrant and meaningful opportunities.

 

Board Changes

 

Andrew Bell stepped down from the Board as Executive Chairman on 30 September 2021, whilst continuing to work with the Company in an advisory capacity for at least 12 months.

 

Outlook

 

The Directors believe Power Metal is now positioned better than at any time in its history, with 14 project packages across 3 continents, within 6 countries, and targeting 10 important metals. We have within our portfolio opportunities targeting precious, base and strategic metals. The Directors believe this provides our shareholders with a dynamic and broad spectrum of exposure to upside potential, driven by wider junior resource sector sentiment, the forward supply/demand balance in the metals market and notably, from the potential success of our exploration and corporate programmes. 

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2021

 

 

 

 

Note

2021

£’000

2020

£’000

Revenue

37

9

Gross profit

37

9

Operating expenses

4

(847)

(835)

Impairment

5

(156)

(970)

Fair value gains through profit or loss

445

415

Loss from operating activities 

(521)

(1,390)

Share of post-tax losses of equity accounted joint ventures

(102)

(33)

Loss before tax

(623)

(1,414)

Taxation

Loss for the year from continuing operations

(623)

(1,414)

Other comprehensive income

 

Items that will or may be reclassified to profit or loss;

Exchange translation

 

 

 

1

 

 

 

(2)

Total other comprehensive income/(expense)

1

(2)

Total comprehensive expense for the year

(622)

(1,416)

Loss for the period attributable to:

Owners of the parent

(592)

(1,381)

Non-controlling interests

(31)

(33)

(623)

(1,414)

Total comprehensive loss attributable to:

Owners of the parent

(591)

(1,349)

Non-controlling interests

(31)

(67)

(622)

(1,416)

Earnings per share from continuing operations attributable to the ordinary equity holder of the parent:

Basic and diluted loss per share (pence)

8

(0.05)

(0.25)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2021

 

30 September 2021

 

30 September 2020

Note

£’000

£’000

Assets

Intangible assets

5

800

156

Investments in associates and joint ventures

166

284

Financial assets at fair value through profit or loss

3,527

1,208

Property, plant and equipment

2

Non-current assets

4,495

1,648

Financial assets at fair value through profit or loss

179

Assets classified as held for sale

153

Trade and other receivables

6

175

110

Cash and cash equivalents

1,281

913

Current assets

1,788

1,023

Total assets

6,283

2,671

Equity

Share capital

7

7,705

7,286

Share premium

18,437

14,910

Shares to be issued

22

Capital redemption reserve

5

5

Share based payment reserve

1,541

1,286

Exchange reserve

72

71

Accumulated losses

(21,488)

(20,911)

Total

6,272

2,669

Non-controlling interests

(306)

(275)

Total equity

5,966

2,394

Liabilities

Trade and other payables

9

317

161

Deferred consideration

116

Current liabilities

317

277

Total liabilities

317

277

Total equity and liabilities

6,283

2,671

 

 

The financial statements of Power Metal Resources plc, company number 07800337, were approved by the board of Directors and authorised for issue on 2 March 2022.

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2020

Share capital

Share premium

Shares to be issued

Capital Redemption Reserve

Share based payment Reserve

Exchange reserve

Retained deficit

Total

Total Equity

£’000

£’000

£’000

£’000

£’000

£’000

£’000

£’000

£’000

£’000

Balance at 1 October 2019

6,843

13,228

5

1,195

39

(19,530)

1,780

(208)

1,572

Loss for the period

(1,381)

(1,381)

(33)

(1,414)

Other comprehensive income/(expense)

32

32

(34)

(2)

Total comprehensive income / (expense) for the period

32

(1,381)

(1,349)

(67)

(1,416)

Issue of ordinary shares

443

1,768

22

2,233

2,233

Costs of share issues

(86)

(86)

(86)

Share-based payments

91

91

91

Total transactions with owners

443

1,682

22

91

2,238

2,238

Balance at 30 September 2020

7,286

14,910

22

5

1,286

71

(20,911)

2,669

(275)

2,394

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2021

 

Share capital

Share premium

Shares to be issued

Capital Redemption Reserve

Share based payment Reserve

Exchange reserve

Retained deficit

Total

Total Equity

£’000

£’000

£’000

£’000

£’000

£’000

£’000

£’000

£’000

£’000

Balance at 1 October 2020

7,286

14,910

22

5

1,286

71

(20,911)

2,669

(275)

2,394

Loss for the period

(592)

(592)

(31)

(623)

Other comprehensive income

1

1

1

Total comprehensive income / (expense) for the period

1

(592)

(591)

(31)

(622)

Adjustment for previous year

(19)

19

Issue of ordinary shares

438

3,546

(22)

3,962

3,962

Costs of share issues

(38)

(38)

(38)

Share-based payments

270

270

270

Warrant exercises

(15)

15

Total transactions with owners

419

3,527

(22)

255

4,194

4,194

Balance at 30 September 2021

7,705

18,437

5

1,541

72

(21,488)

6,272

(306)

5,966

 

CONSOLIDATED STATEMENT OF CASH FLOWS

AS AT 30 SEPTEMBER 2021

 

 

 

 

2021

£’000

 

 

 

2020

£’000

Cash flows used in operating activities

Loss for the year

(623)

(1,414)

Adjustments for:

Fair value adjustments

(445)

(415)

Share of post-tax losses of equity accounted joint ventures

102

33

Impairment

156

970

Expenses settled in shares

267

Share-based payment expense

270

91

Foreign exchange differences

1

(2)

(539)

(470)

Changes in working capital:

(Increase) in trade and other receivables

(181)

(78)

Increase in trade and other payables

156

95

Net cash used in operating activities

(564)

(453)

Cash flows from investing activities

Purchase of intangibles

(528)

Purchase of financial assets at fair value through profit or loss

(2,184)

(504)

Investment in joint ventures

(256)

(201)

Proceeds from investment disposals

261

20

Purchase of property, plant and equipment

(2)

Net cash outflows from investing activities

(2,709)

(685)

Cash flows from financing activities

Proceeds from issue of share capital

3,679

1,965

Issue costs

(38)

(85)

Net cash inflows from financing activities

3,641

1,880

Increase in cash and cash equivalents

368

742

Cash and cash equivalents at beginning of year

913

171

Cash and cash equivalents at 30 September

1,281

913

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2021

 

1.  Reporting entity

 

Power Metal Resources plc is a public company limited by shares which is incorporated and domiciled in England and Wales. The address of the Company’s registered office is 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT. The consolidated financial statements of the Company as at and for the year ended 30 September 2021 include the Company and its subsidiaries. The Group is primarily involved in the exploration and exploitation of mineral resources in Africa, Australia, Canada and the US.

 

2.  Going concern

 

The financial statements are prepared on a going concern basis. In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant available information about the current and future position of the Group, including current level of resources, additional funding raised during the year and post-year-end, and the required level of spending on exploration and drilling activities. As part of their assessment, the Directors have also taken into account the ability to raise new funding whist maintaining an acceptable level of cash flows for the Group to meet all commitments.

 

In the current business climate, the Directors acknowledge the COVID-19 pandemic and has implemented logistical and organisational changes to underpin the Group’s resilience to COVID-19, with the key focus being minimising the impact on critical work streams, ensuring business continuity and conserving cash flows. COVID-19 may impact the Group in varying ways leading to the Group reducing all non-essential expenditure, the potential impairment of assets held, the Group’s ability to finance exploration and drilling activities and meet commitments relating to its investments, including for transactions entered into after the financial reporting date. The inability to gauge the length of such disruption further adds to this uncertainty. For these reasons, the preservation of cash flows is a primary focus for the Directors.

 

The Directors have stress tested the Group’s cash projections, which involves preserving cash flows and adopting a policy of minimal cash spending for a period of at least 12 months from the date of approval of these financial statements. The Directors believe the measures they have put in place will result in sufficient working capital and cash flows to continue in operational existence, assuming that all exploration and drilling activities are managed carefully and curtailed if necessary. For the Group to carry out the desired levels of exploration and drilling activities, the Directors believe that it needs to secure further funding either from a strategic partner or subsequent equity raisings in the next financial year, which the Group has succeeded in completing over recent years. Taking these matters in consideration, the Directors continue to adopt the going concern basis of accounting in the preparation of the financial statements.

 

The financial statements do not include the adjustments that would be required should the going concern basis of preparation no longer be appropriate.

3.   Intangible assets – prospecting and exploration rights

Rights acquired with subsidiaries are recognised at fair value at the date of acquisition. Other rights acquired and development expenditure are recognised at cost. 

 

Exploration and evaluation costs arising following the application for the legal right, are capitalised on a project-by-project basis, pending determination of the technical feasibility and commercial viability of the project. When a project is deemed not feasible, related costs are expensed as incurred. Costs incurred include any costs pertaining to technical and administrative overheads. Administration costs that are not directly attributable to a specific exploration area are expensed as incurred, and subsequently capitalised if it is reasonably certain that a resource will be defined.

 

Capitalised development expenditure will be measured at cost less accumulated amortisation and impairment losses.

 

 

4.   Operating expenses

 

Operating expenses include:

2021

2020

£’000

£’000

Staff costs

686

296

Foreign exchange loss

14

1

Share based payment expense

249

46

Auditor’s remuneration – audit services

27

24

 

Auditor’s remuneration in respect of the Company amounted to £26,500 (2020: £23,500).

 

 

5.   Intangible assets

 

Group

 

 

Prospecting and exploration rights

£’000

Cost

As at 30 September 2019

7,793

Disposals

(6,667)

Balance at 30 September 2020

1,126

As at 30 September 2020

1,126

Reclassification from Investment in Joint Venture

273

Additions

527

Balance at 30 September 2021

1,926

Impairment

As at 30 September 2019

6,667

Charge

970

Disposals

(6,667)

Balance at 30 September 2020

970

 

As at 30 September 2020

970

Charge

156

Balance at 30 September 2021

1,126

Net book value

At 30 September 2020

156

At 30 September 2021

800

 

The opening balance of intangible assets was initially recognised on the acquisition of the Kisinka Copper-Cobalt project held by the Company’s subsidiary, Power Metal Resources SA. During the year, the Directors took the decision to impair the Kisinka Project, and acquired interests in several other projects, see below: 

 

 

2021

£’000

2020

£’000

Intangible assets

Kisinka Copper-Cobalt Project

156

Athabasca Uranium Project

3

Tati Gold-Nickel Project

186

Garfield & Stonewall Projects

83

Ditau Camp/South Ghanzi Projects

528

Total

800

156

 

The Directors regularly assess the carrying value of the Group’s assets, including its prospecting and exploitation rights, and write off any exploration expenditure that they believe to be unrecoverable.

 

Kisinka Copper-Cobalt Project

Following the discovery of a 6.8km copper anomaly at the Company’s 70% owned Kisinka Project near Lubumbashi in the DRC, Power Metal conducted a follow pitting, sampling, and mapping programme in early 2020. The programme was conducted successfully on the ground with in-country X-ray Fluorescence (XRF) of samples confirming the previously identified copper anomaly. Samples were prepared for assay testing in South Africa, the results from which confirmed high grade copper and cobalt.

 

The licence renewal at Kisinka Project was to be commenced in the year but the decision was taken instead to convert the licence to a Permis d’Exploitation (production licence) with a 25-year life. As part of the process 50% of the less prospective ground is to be surrendered, leaving the Company with 41 carrés miniers (each 84.95 ha). This licence was granted in May 2020.

 

Next stage exploration is drill testing of the 6.8km copper-cobalt geochemical anomaly identified previously, with preparations continuing for drilling including target refinement and sourcing of appropriate contractors.

 

A decision was taken to impair the value of the Kisinka Project in The Democratic Republic of the Congo in full (£155,584) to reflect uncertainty due to the lack of progress in country in 2021, and reflecting the increased importance of Power Metal investing operational resources and capital into its wider project portfolio where material progress is being made. Work will continue in-country to seek more definitive progress.

 

Athabasca Uranium Project

In September 2021, the Company acquired seven properties over a combined 24,097-hectares, giving the Group a strong foothold in the prolific Athabasca basin, in northern Saskatchewan, Canada, all of which are prospective for uranium mineralisation. The properties were acquired through 102134984 Saskatchewan Ltd, which is wholly owned by the Company’s wholly-owned subsidiary Power Metal Resources Canada Inc.

 

Work is being undertaken to assemble detailed project information and to determine next steps for the newly acquired properties.

 

Tati Gold-Nickel Project

The Company exercised its option to acquire a 100% interest in the Tati Gold-Nickel Project in July 2021, through its wholly owned operating subsidiary Power Metal Resources Botswana Pty Ltd.

 

The Project recently completed its Phase I and Phase II work programmes, which included high-resolution soil sampling (1,107 samples collected), mapping and prospecting (49 rock samples collected), as well as ground-based geophysics including high-resolution magnetic and radiometric surveys.

 

The results have highlighted five target areas across the two licences, which are defined by kilometre-scale geochemical anomalies that are coincident with various geological structures that were highlighted by the ground geophysical surveys.

 

Drilling commenced early in October 2021, targeting large scale gold and nickel discoveries and which will include roughly 1000m of reverse circulation (RC) drilling across the various target areas.

 

Garfield/Stonewall Projects

The two exploration properties in Nevada were acquired in June 2021, through the Company’s wholly owned operational subsidiary, Golden Metal Resources Ltd.

 

Initial exploration now launched includes the processing of various Aster and Worldview-3 hyperspectal satellite imagery datasets over the Garfield Property, which will allow for the remote mapping of various iron and hydrothermal alteration minerals. In October 2021, copper anomalies were identified at the Garfield property. Remote sensing studies including Advanced Spaceborne Thermal Emission and Reflection Radiometer and European Space Agency Sentinel-2 datasets highlighted considerable additional prospective ground (now staked).

 

The Company have commissioned a gold deposit geologist to undertake a comprehensive historic data analysis at the Stonewall property. Favourable structural zones for potential epithermal gold mineralisation were identified near the eastern and western end of exposed Stonewall vein, representing compelling high-priority exploration targets going forward.

 

Ditau Camp/South Ghanzi Projects

In September 2020, the Company acquired 50% of four prospecting licences in Botswana, from Kavango Resources Plc, with a view to creating a new joint venture based in Botswana. During the year, the licences were transferred into a new joint venture holding company, owned 50% by Kavango Resources Plc, and 50% by Power Metal. As the original contractual arrangement for joint control of the licences, rather than the holding company, remains in place, the investment has been reclassified as a joint operation during the year (£273,000 as above), and subsequently the initial investment has been removed from Investments in Joint Ventures to Intangible Assets with assets, liabilities, expenses and revenue for the period recognised on a line-by-line basis in Power Metal’s financial statements.

Approval of the Environmental Management Plan was secured in October 2021 for the Kalahari Copper Belt and Ditau Camp projects licence areas held in the Kanye Resources joint venture with Kavango Resources plc clearing the last key administrative step prior to drilling key targets at the project areas.

Numerous prospective drill targets were identified across the South Ghanzi project in the Kalahari Copper Belt targeting copper-silver, and at the Ditau Camp project targeting rare-earth elements and base metal mineralisations.

 

Eight more prospecting licences were added to the South Ghanzi Project during the year. At the year end Kanye Resources held 4,257km2 of prospective KCB ground over ten licences and 1,386km2 of ground over two licences representing the Ditau Camp Project

 

6.    Trade and other receivables

 

Group

2021

£’000

2020

£’000

104

10

19

65

Prepayments

52

35

175

110

 

Company

2021

£’000

2020

£’000

Receivables due from group undertakings

605

606

Accounts receivable 

104

10

Other receivables

19

65

Prepayments

52

35

780

716

 

 

7.   Share capital

Number of ordinary shares

2021

2020

Ordinary shares in issue at 1 October

818,316,542

372,838,101

Issued for cash

425,140,840

416,626,316

Issued in settlement for expenses

28,852,125

Issued in settlement for acquisitions

13,601,405

In issue at 30 September – fully paid (par value 0.1p)

1,257,058,787

818,316,542

 

 

 

 

Number of deferred

shares

2021

2020

Deferred shares in issue at 1 October

3,628,594,957

3,628,594,957

In issue at 30 September

3,628,594,957

3,628,594,957

 

Ordinary

share capital

2021

£’000

2020

£’000

Balance at beginning of year

7,286

6,843

Prior Year Adjustment

(19)

Share issues

438

443

Balance at 30 September

7,705

7,286

 

 

Share Premium

2021

£’000

2020

£’000

Balance at beginning of year

14,910

13,228

Prior year adjustment

19

Share issues

3,547

1,768

Expenses relating to share issues

(38)

(86)

Balance at 30 September

18,438

14,910

 

The prior year adjustment relates to a previous misallocation between share capital and share premium, relating to a share issue in the year ended 30 September 2017. £19,011 was incorrectly allocated to share capital, this has been rectified in the year ended 30 September 2021, the amount has not been corrected in the prior year as it is deemed immaterial.

 

All ordinary shares rank equally with regard to the Company’s residual assets.

 

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

 

Both classes of deferred shares (Deferred and Deferred A), do not entitle the holders thereof to receive notice of or attend and vote at any general meeting of the Company or to receive dividends or other distributions or to participate in any return on capital on a winding up unless the assets of the Company are in excess of £1,000,000,000,000. The Company retains the right to purchase the deferred shares from any shareholder for a consideration of one penny in aggregate for all that shareholder’s deferred shares. As such, the deferred shares effectively have no value.  Share certificates will not be issued in respect of the deferred shares.

 

Issue of ordinary shares

 

During the year, 425,140,840 shares were issued in relation to warrant exercises; 181,150,000 were exercised at 1.0 pence per share, 5,000,000 were exercised at 2.0 pence per share, 6,000,000 were exercised at 0.5 pence per share, 122,250,000 were exercised at 0.7 pence per share, and 110,740,840 were exercised at 0.75 pence per share.

 

In January 2021, the Company secured an exclusive 60-day option to acquire a 100% interest in First Development Resources Pty Ltd. The Company paid the vendors a total consideration of £30,000 for the option, through the issue of 1,000,000 new ordinary shares at a price of 3.0 pence per share.

 

In January 2021, the Company signed an agreement to acquire a 100% interest in four separate gold exploration properties located in Ontario, Canada. The Company paid the vendors a total consideration of US$60,000 for the option, through the issue of 1,152,233 new ordinary shares at a price of 3.0 pence per share.

 

In February 2021, the Company exercised its option to acquire a 100% interest in McKellar. The Company paid the Vendors a total consideration of US$50,000 for the Option, through the issue of 960,000 new ordinary shares at a price of 3.0 pence per share.

 

In February 2021, the Company exercised its option to acquire the Coco East Property. The Company paid the Vendors a total consideration of US$30,000 for the Option, through the issue of 576,000 new ordinary shares at a price of 3.0 pence per share.

 

In February 2021, the Company exercised its option to acquire both the Magical Property and the Enable Property. The Company paid the Vendors a total consideration of US$50,000 for the Option, through the issue of 960,000 new ordinary shares at a price of 3.0 pence per share.

 

In April 2021, Power Metal accelerated its earn-in to the Silver Peak project to hold 30%. The final earn-in payment of CAD$200,000 (£114,349) was made through the issue of 5,139,281 new ordinary shares at a price of 2.225 pence per share.

 

In June 2021, the Company signed an agreement to to acquire gold-copper projects in Nevada. The Company paid the vendors a total consideration of £61,875 for the option to be held by the Company’s subsidiary, Golden Metal Resources Ltd, through the issue of 2,250,000 new ordinary shares in the Company at a price of 2.75 pence per share.

 

In July 2021, the Company exercised its option to acquire a 100% interest in two gold-nickel exploration licences within the Tati Greenstone Belt. The Company paid an initial consideration of £25,000 payable through the issue to the Vendors of 833,333 new ordinary shares of 3.0 pence in the Company.

In September 2021, the Company’s subsidiary acquired an option to acquire 100% interest in the Pilot Mountain project. Consideration of £12,500 was paid through the issue of 500,000 new ordinary shares in the Company at an issue price of 2.5 pence per share.

 

8.  Earnings per share

 

Basic and diluted loss per share

 

The calculation of basic and diluted loss per share is based on the loss attributable to ordinary shareholders of £591,938 (2020: £1,381,290), and a weighted average number of ordinary shares in issue of 1,079,317,932 (2020: 558,893,170).

 

 

9.  Trade and other payables

 

Group

2021

£’000

2020

£’000

Trade payables

250

24

Accrued expenses

67

137

317

161

Company

2021

£’000

2020

£’000

Trade payables

146

24

Accrued expenses

74

137

Payable to group undertakings

27

31

247

192

 

 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“MAR”), and is disclosed in accordance with the Company’s obligations under Article 17 of MAR.

For further information please visit  https://www.powermetalresources.com/   or contact:

Power Metal Resources plc

Paul Johnson (Chief Executive Officer)

+44 (0) 7766 465 617

SP Angel Corporate Finance (Nomad and Joint Broker)

Ewan Leggat/Charlie Bouverat

+44 (0) 20 3470 0470

SI Capital Limited (Joint Broker)

Nick Emerson                                                                                                           

+44 (0) 1483 413 500

First Equity Limited (Joint Broker)

David Cockbill/Jason Robertson

+44 (0) 20 7330 1883

 

#TYM Tertiary Minerals – Results of AGM

Tertiary Minerals plc (LON: TYM), the AIM traded mineral exploration and development company, whose focus is on energy transition and precious metals, held its Annual General Meeting (“AGM”) today and is pleased to announce that all resolutions were duly passed.

The following proxy votes were received in respect of the resolutions. Votes withheld are not counted in a poll.

 

1. Ordinary Resolution:  To receive the Accounts and Reports of the Directors and of the Auditors

Votes For

% of votes cast

Against

% of votes cast

At holders’ discretion

% of votes cast

No. Withheld

52,675,242

99.05

505,001

0.95

0

0

3,401,793

2. Ordinary Resolution:  To elect Mr P B Cullen as a director

Votes For

% of votes cast

Against

% of votes cast

At holders’ discretion

% of votes cast

No. Withheld

49,641,060

89.98

4,528,743

8.21

1,000,000

1.81

1,412,233

3. Ordinary Resolution:  To elect Dr M G Armitage as a director

Votes For

% of votes cast

Against

% of votes cast

At holders’ discretion

% of votes cast

No. Withheld

49,641,060

89.98

4,528,743

8.21

1,000,000

1.81

1,412,233

4. Ordinary Resolution:  To reappoint Crowe U.K. LLP as Auditor of the Company

Votes For

% of votes cast

Against

% of votes cast

At holders’ discretion

% of votes cast

No. Withheld

51,375,242

92.61

3,098,639

5.59

1,000,000

1.80

1,108,155

5. Ordinary Resolution:  To authorise the directors to allot shares

Votes For

% of votes cast

Against

% of votes cast

At holders’ discretion

% of votes cast

No. Withheld

44,455,976

80.15

10,013,827

18.05

1,000,000

1.80

1,112,233

6. Special Resolution:  To approve dis-application of pre-emption rights

Votes For

% of votes cast

Against

% of votes cast

At holders’ discretion

% of votes cast

No. Withheld

44,355,976

79.97

10,113,827

18.23

1,000,000

1.80

1,112,233

 

 

For more information please contact:

Tertiary Minerals plc:

Patrick Cullen, Managing Director

+44 (0) 1625 838 679

SP Angel Corporate Finance LLP – Nominated Adviser and Broker

Richard Morrison

+44 (0) 203 470 0470

Caroline Rowe

Peterhouse Capital Limited – Joint Broker

Lucy Williams

+ 44 (0) 207 469 0930

Duncan Vasey

 

#TYM Tertiary Minerals – Annual Report & Notice of Annual General Meeting

Tertiary Minerals plc announces that the Annual Report and Accounts for the year ended 30 September 2021 (“Annual Report”) and the Notice of the 2022 Annual General Meeting (“Notice”) have now been published on the Company’s website at:

https://www.tertiaryminerals.com/financial-reports

 

A letter or email, depending on individual preference, has been sent to registered shareholders to notify them of the publication of the Annual Report and Notice. 

 

The 2022 Annual General Meeting has been convened for 10.00 a.m. on 28 January 2022 at Arundel House, 6 Temple Place, London WC2R 2PG.

 

For more information please contact:

Tertiary Minerals plc:

Patrick Cullen, Managing Director

+44 (0) 1625 838 679 

SP Angel Corporate Finance LLP

Nominated Adviser and Broker

Richard Morrison

+44 (0) 203 470 0470

Caroline Rowe

Peterhouse Capital Limited

Joint Broker

Lucy Williams

+ 44 (0) 207 469 0930

Duncan Vasey

#KAV Kavango Resources – Interim Results

kav

Kavango Resources plc, an exploration company targeting the discovery of world class mineral deposits in Botswana, is pleased to announce its unaudited financial results for the six months ended 30 June 2021.

 

SUMMARY

· Issue of 69,776,784 ordinary shares (Note 5)

· Expenditure in Botswana on exploration of US$512,000 (Note 4)

· Operating loss of US$776,000 (2020 – US$254,000)

 

The Chairman’s Statement and Interim Results are set out in the following pages.

 

Contacts

Kavango Resources plc

Ben Turney

+46 7697 406 06

bturney@kavangoresources.com  

First Equity

Jason Robertson

+44 207 374 2212

SI Capital Limited (Broker)

Nick Emerson/Alan Gunn

+44 1483 413500

 

INTERIM MANAGEMENT REPORT 30 JUNE 2021

 

We’ve taken great strides during the first half of 2021 to realise our ambition of becoming one of Botswana’s leading minerals exploration companies.

Having raised £2million in a placing in November 2020 through our joint brokers, First Equity Ltd and SI Capital Ltd, Kavango entered 2021 in good financial shape.

On 11 January 2021, I joined the board as Non-Executive Chairman together with Ben Turney, who joined as Executive Director. Ben subsequently became CEO on 22 June 2021. I would like to thank our former CEO Michael Foster for the role he played in bringing Kavango to market and guiding the Company through its start-up phase. Michael remains as a Non-Executive Director.

I am pleased to report that Ben and I have quickly developed an effective working relationship. I have been impressed at the dynamic leadership he has injected into the business at all levels, from building strong commercial relationships and raising money to coordinating our investor relations, improving our operations and recruiting key personnel. Based on our experience so far, I believe that we have complementary skills that bring the right balance to Kavango’s board.

The first six months of 2021 have essentially been a period of transition for the Company, as it moves from its start-up phase to a fully operational enterprise, and while there have inevitably been growing pains, I am confident (particularly following recent senior appointments in Botswana after the period end, as announced on 22 September 2021) we are continuing to build the right leadership team in place to maximise Kavango’s chances of future success. We continue to look to identify the right individuals, at all levels of the group, who can help us grow the group, deliver value to our shareholders and play a positive and responsible role in the wider communities in which we operate.

Before reviewing our operations, I would also like to take the opportunity to thank Mike Moles and Hillary Gumbo for all they have done for Kavango. As the Company’s co-founders, it was their original vision that brought us all here. Their technical expertise and knowledge are a significant boon to Kavango. In a long overdue move, Hillary joined the Kavango board on 28 May.

Operationally, Kavango has accelerated exploration across all three of its project areas.

In the Kalahari Suture Zone (“KSZ”), we are pioneering the deployment of modern remote sensing technology in our search for large-scale copper, nickel and platinum group element deposits. Specifically, we have sought to develop a geophysics-led exploration method that combines Airborne Electromagnetic (“AEM”) surveys, with ground-based Time Domain Electromagnetic (“TDEM”) surveys and other surveying methods. The goal was to identify priority targets, which we could then test with drilling to attempt to confirm the KSZ’s potential as a system to host large-scale nickel, copper and platinum group element deposits.

To this end, on 20 April 2021, we secured a strategic partnership with Spectral Geophysics (“Spectral”), one of southern Africa’s leading experts in the deployment of geophysical surveying. Cas Lotter, Spectral’s CEO, has been an excellent partner to Kavango. We have benefitted a great deal both from the technology he can put into the field as well as the deep level of his experience and understanding of conducting exploration under the Kalahari Sands. We are looking forward to Cas and his team continuing to play a significant role in our work in the KSZ.

Following identification of the first TDEM targets, we moved quickly to organise our first drill campaign since 2019. We appointed Mindea Exploration and Drilling Services (Pty) (“Mindea”), a company operated under the Botswana Citizen Economic Empowerment Policy, to conduct the drill campaign on Kavango’s behalf. Mindea was set up by Equity Drilling Limited, which remains a 49% shareholder in Mindea. Ben has been developing a strong working relationship with Equity Drilling/Mindea and commercial discussions are ongoing about the establishment of a strategic drilling joint venture.

Drilling in the KSZ is a significant engineering challenge. A number of historic exploration holes were forced to stop early because of poor ground conditions. We have been extremely fortunate to have a partner as technically skilled as Mindea/Equity Drilling. Maintaining a borehole’s integrity through Kalahari sands and loose sediments is difficult. The fact that, as of writing, Kavango has successfully drilled two deep holes into the KSZ is a major achievement for a company of our size, and we are pleased to acknowledge the expertise of Mindea/Equity Drilling in this regard.

A great deal of testing remains to be done on the drill core, but we now expect the data gathered from our first two holes in the KSZ will guide our future exploration strategy in the region. Our geologists are particularly heartened by what they have seen in their visual inspections of core from the Proterozoic gabbros. The prospectivity of the Proterozoic has long been recognised, but we intercepted it at what we believe are the shallowest depths ever encountered in the northern (Hukuntsi) section. Now, with two distinct exploration horizons to go for (Karoo and Proterozoic), it feels like we may be making tangible progress in unlocking this region’s potential.

Although much of our operational focus has been on the KSZ, we have also continued to make progress in the Kalahari Copper Belt (“KCB”). Here we have two Joint Ventures; one with Power Metal Resources PLC (LSE: POW) and one with Botswana-based LVR GeoExplorers (Pty) Ltd.

Unlike in the KSZ, where Kavango is pioneering modern exploration techniques, in the KCB the exploration model is much more tried and tested.

In February we flew Airborne Electromagnetic (“AEM”) surveys over both JV target areas. AEM surveys have been one of the most successful exploration methods used in the KCB. We were pleased to report the results of these surveys in March and to have identified well-defined targets for further exploration, which were coincidental with the regional geology.

Also, in March we announced a significant increase to our land holding in the KCB in the Power Metal JV (which is called Kanye Resources), through the acquisition of 8 new prospecting licences (“PLs”). We completed the acquisition of these PLs in early August. 

Meanwhile, Kavango has continued work on the ground across its licence areas in the KCB. The Company has commissioned an independent evaluation programme of the company’s soil sampling surveys, with the aim of refining and maximising its methodology.

We are also currently waiting for the government approval of our KCB Environmental Management Plan, which is a prerequisite to be able to undertake drilling in the districts of Botswana that host our principal exploration prospects. We expect this should be awarded in early Q4 of this year.

Finally, at our rare earth elements project at Ditau, which forms part of the Kanye Resources JV with POW, we have continued our exploration work. At the start of January, we initiated orientation work using geophysical and geochemical surveys, which culminated with an announcement in early July that we had identified a number of drill targets. Ditau is covered by our KSZ EMP, and we expect to undertake limited drilling here later in 2021.

 

Responsibility Statement

 

We confirm that to the best of our knowledge:

 

–  The Interim Report has been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, as endorsed for use in the United Kingdom;

–  Gives a true and fair value of the assets, liabilities, financial position and Loss of the Group;

–  The Interim Report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the set of interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year and

–  The Interim Report includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.

 

The Interim Report was approved by the Board of Directors and the above responsibility statement was signed on its behalf by

 

David Smith, Chairman

30 September 2021

 

Forward looking statement

 

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ”believe”, ”could”, “should” ”envisage”, ”estimate”, ”intend”, ”may”, ”plan”, ”will” or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors’ current expectations and assumptions regarding the Company’s future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities.

 

Such forward looking statements reflect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward looking statements.

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Group Statement of Comprehensive Income for the Interim Period Ended 30 June 2021

Notes

Administrative expenses

Prospectus costs

Other losses

Operating loss

Net finance costs

Loss before tax

Income tax expense

Loss for the period from continuing operations

Other comprehensive income / (expense)

Items that may be reclassified subsequently to profit or loss:

Currency translation differences

Other comprehensive income / (expense) for the period, net of tax

Total comprehensive expenses for the period

Loss per share from continuing and discontinued operations

attributable to the owners of the parent during the period

(expressed in dollars per share)

– Basic and diluted

3

 

 

Group Statement of Financial Position as at 30 June 2021

 

 

Notes

ASSETS

Non-current assets

 

 

 

 

 

 

 

Property, plant & equipment

Intangible assets

Investment in joint ventures

Financial assets

Total non-current assets

Current assets

Trade and other receivables

Financial assets

Cash & cash equivalents

Total current assets

TOTAL ASSETS

LIABILITIES

Current liabilities

Convertible loan note

Trade and other payables 

TOTAL LIABILITIES

NET ASSETS

SHAREHOLDERS’ EQUITY

Share capital

5

Share premium

Share option reserve

Warrant reserve

Reorganisation reserve

Foreign exchange reserve

Retained earnings

TOTAL EQUITY

 

Group Statement of Changes in Equity for the Interim Period Ended 30 June 2021

At 01 January 2020

Loss for the period

Total other comprehensive expenses

Total comprehensive expense for the period

Issue of ordinary shares

Cost of share issues

Share-based payments

As at 30 June 2020

Balance at 01 July 2020

Loss for the period

Total other comprehensive income

Total comprehensive income for the period

Issue of ordinary shares

Share options granted

Warrants issued

As at 31 December 2020

As at 01 January 2021

Loss for the period

Total other comprehensive income

Total Comprehensive Income for Period

Issue of ordinary shares

Cost of share issues

Share-based payments

As at 30 June 2021

 

 

 

Group Cash Flow Statement for the Interim Period Ended 30 June 2021

Cash flows from operating activities

(Loss) before tax

Adjustments for:

Fair value adjustments

Depreciation

Prospectus costs

Fees settles in shares

Share based payment expense

Forex

Operating loss before changes in working capital

(Increase)/decrease in trade and other receivables

(Decrease)/increase in current liabilities

Net cash used in operating activities

Cash flows used in investing activities

Purchase of property, plant and equipment

Investment in financial assets through P&L

Purchase of intangibles

Proceeds from investment disposals

Net cash used in investing activities

Cash flows from financing activities

Proceeds from issue of share capital, net of issue costs

Convertible loan notes

Net cash inflow from financing activities

Net (decrease)/increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

 

NOTES TO THE INTERIM REPORT FOR SIX MONTHS ENDED 30 JUNE 2021

1.  Basis of preparation

The condensed consolidated interim financial statements have been prepared under the historical cost convention and on a going concern basis and in accordance with International Financial Reporting Standards, International Accounting Standards and IFRIC interpretations endorsed for use in the United Kingdom (“IFRS”).

The condensed consolidated interim financial statements contained in this document do not constitute statutory accounts.  In the opinion of the directors, the condensed consolidated interim financial statements for this period fairly presents the financial position, result of operations and cash flows for this period. 

The Board of Directors approved this Interim Financial Report on 30 September 2021. 

Statement of compliance

The Interim Report includes the consolidated interim financial statements which have been prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’.  The condensed interim financial statements should be read in conjunction with the annual financial statements for the period ended 31 December 2020, which have been prepared in accordance with IFRS endorsed for use in the United Kingdom. 

Accounting policies

The condensed consolidated interim financial statements for the period ended 30 June 2021 have not been audited or reviewed in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board.  The figures were prepared using applicable accounting policies and practices consistent with those adopted in the statutory annual financial statements for the year ended 31 December 2020. There have been no new accounting policies adopted since 31 December 2020.

Going Concern

The condensed consolidated interim financial statements have been prepared on a going concern basis. Although the Group’s assets are not generating revenue and an operating loss has been reported, the Directors have concluded that the Company has funds to meet its immediate working capital requirements and that during the next 12 months from the date of the interim financial statements the Company will need to raise funds to meet its planned exploration expenditures.

2.  Financial risk management and financial instruments

Risks and uncertainties

The Board continually assesses and monitors the key risks of the business.  The key risks that could affect the Group’s medium-term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group’s 2020 Annual Report and Financial Statements, a copy of which is available from the Group’s website: www.kavangoresources.com.  The key financial risks are market risk (including currency risk), credit risk and liquidity.

3.  Loss per share

The calculation of earnings per share is based on the loss attributable to equity holders divided by the weighted average number of shares in issue during the period.

Net loss after tax

(776)

(254)

(708)

Weighted average number of ordinary shares used in calculating basic loss per share (000’s)

333,580

172,309

192,166

Basic & diluted loss per share (cent)

(0.23)

(0.15)

(0.37)

Any share options would result in a decrease in the earnings per share; they are considered to be anti-dilutive, and as such, a diluted loss per share is not included.

4.  Intangible assets

Group

Evaluation and Exploration Assets – Cost and net book value

At period start

2,082

2,445

2,445

Additions

512

126

331

Transferred to Kanye Resources (Pty) Ltd

 –

(691)

Reclassification

 –

(55)

Translation difference

 3

(322)

52

At period end

 2,597

2,249

2,082

 

The Group’s intangible assets are comprised of Evaluation and Exploration assets in respect of the licences in Botswana.

 

During the period US$512,000 (2020: US$126,000) of exploration expenses were capitalised by the Group.

 

The Directors have undertaken a review to assess whether circumstances exist which could indicate the existence of impairment as follows:

• The Group no longer has title to mineral leases.

• A decision has been taken by the Board to discontinue exploration due to the absence of a commercial level of reserves.

• Sufficient data exists to indicate that the costs incurred will not be fully recovered from future development and participation.

 

The directors have also taken into consideration the content of the Competent Person’s Report which is available at the Group’s website.

 

Following their review, the Directors are of the opinion that no impairment charge is necessary.

5.  Share capital

The authorised share capital of the Company and the called up and fully paid amounts at 30 June 2021 were as follows:

A)  Authorised

   

Unlimited Ordinary shares stated value £ 0.001

 

There were no changes during the period

B)  Called up, allotted, issued and fully paid

As at 1 January 2021

295,291,264

390

Shares issued during the period

69,776,784

96

As at 30 June 2021

365,068,048

486

6.  Post balance sheet events

In July 2021, the company placed 36,363,638 new ordinary shares were issued at a price of 5.5 pence, raising gross funds of US$2,738,000 (£2,000,000). A one-for-one warrant was issued to all placing participants, exercisable at 8.5 pence per shares for a period of two years. Ben Turney and Mike Moles, Directors of the Company, participated in the subscription and also received one-for-one warrants on the same terms as above, subject to certain acceleration clauses.

 

In August 2021, Kanye Resources (joint venture held 50/50 with Power Metal Resources plc), completed the acquisition of the 8 new prospecting licences, representing a significant expansion of Kanye’s exploration footprint in the highly prospective Kalahari Copper Belt.

 

In August 2021, 6,000,000 share options were granted to the senior team in Botswana, 4,500,000 share options were granted to Ben Turney, CEO, and 1,000,000 share options were granted to Hillary Gumbo, Director.

7.  Other matters

The condensed consolidated interim financial statements set out above do not constitute the Group’s statutory accounts for the period ended 31 December 2021 or for earlier periods but are derived from those accounts where applicable.

A copy of these interim financial statements is available on Kavango’s website:

MetalNRG PLC (MNRG) – Half-year Report

 

 

 

Unaudited Interim Results to 30 June 2021

 

Operational Highlights:

 

Key operational milestones achieved during the period:

 

The Company has and continues to assess a number of projects that meet its investment criteria.

 

At the beginning of the financial year, we considered an acquisition of Lake Victoria Gold Ltd (“LVG”), however the Board decided not to proceed as certain conditions on the properties in Tanzania were not as reported by LVG. We spent significant time and effort on the due diligence, and we supported LVG financially which has been converted into equity in LVG.

 

MetalNRG completed a transaction for a distressed UK onshore Oil & Gas company with operating and exploration licenses. A Special Purpose Vehicle, BritNRG, was set up to complete the transaction. Operational work on site has progressed and 100-day operational plan implemented, setting the company up on a more secure operational footing.

 

Work at our Goldridge gold project in Arizona has also progressed well. In the early part of the year SRK Consulting completed a Competent Person’s Report update on the asset. The CPR was an input document to the prospectus the Company completed in May. In the report SRK pointed out that in addition to the old waste dumps and pillars left behind by previous operators, there appears to be an opportunity to explore in more detail the connectivity between the previously producing gold mines to get a detailed understanding of the geological structure on the property. Work has progressed in this direction and the initial findings are encouraging.

 

During the first part of the year, MetalNRG announced a partnership agreement with EQTEC plc, an AIM listed world leading gasification technology solutions company focused on waste to sustainable energy projects. The purpose of the partnership as announced to market is to seek “shovel ready” green sustainable waste to energy projects that offer financial upside.

 

In partnership with EQTEC plc,   MetalNRG announced   its participation in the acquisition and planned recommissioning of a 1MW waste-to-energy plant in Italy. Originally commissioned in 2015, the plant was built around EQTEC’s proprietary and patented Advanced Gasification Technology.

MetalNRG joined a consortium led by EQTEC to repower, own and operate the biomass-to- energy p lant (the “Plant”) in  Castiglione d’Orcia, Tuscany, Italy. Once operational, it is intended that the plant will transform straw and forestry wood waste from local farms and forests into green electricity and heat for use in the local community.

 

The Company continues to support IMC which has a Uranium project in Kyrgyzstan which is currently on hold due to that Government’s current ban on the exploitation of uranium in the country.

 

Corporate Development

 

The Company will continue to seek additional projects that meet its set investment criteria. The intention is specifically to seek opportunities where we can deliver early positive cash flows from an asset and, where the cash generated from the operations allows us, explore and develop each particular project further. We expect announcements in the very near future on further developments.

 

Financial Review

 

MetalNRG reported an unaudited operating loss for the six months period ended 30 June 2021 of £890,354 (six months period to 30 June 2020: an unaudited operating loss of £386,304). Basic and diluted loss per share for the period was 0.14p and 0.08p respectively (six months period to 30 June 2020: Basic loss per share was 0.11p and diluted loss per share was 0.08p).

 

Outlook

 

A number of projects have been evaluated and good progress has been made to date. We expect further announcements will be made to update the market on any concrete achievements.

 

 

 

Responsibility Statement

 

We confirm that to the best of our knowledge:

· The interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as adopted by the EU;

· The interim financial statements give a true and fair view of the assets, liabilities, financial position and loss of the Group;

· The interim report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the interim financial information, and a description of the principal risks and uncertainties for the remaining six months of the year; and

· The interim financial information includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.

 

 

 

Consolidated Income Statement

 

6 months to

 30 June 2021

6 months to

 30 June 2020

Year ended 31 December 2020

Unaudited

£

Unaudited

£

Audited

£

Revenue

38,422

Cost of sales

(29,320)

Gross profit

9,102

Administrative expenses

(642,837)

(405,647)

(829,267)

Other operating income

381

19,343

19,134

IPO expenses

(257,000)

Operating loss

 

(890,354)

(386,304)

(810,133)

Finance income

Loss on ordinary activities before taxation

(890,354)

(386,304)

(810,133)

Tax on loss on ordinary activities

 

Loss for the financial period attributable to equity holders

(890,354)

(386,304)

(810,133)

Attributable to:

Equity holders of the parent

(867,870)

(386,304)

(810,133)

Non-controlling interests

(22,484)

(890,354)

(386,304)

(810,133)

Earnings per share – see note 3

Basic

Diluted

 

(0.14) pence

(0.08) pence

 

 

 

(0.11) pence

(0.08) pence

 

(0.22) pence

(0.18) pence

 

Consolidated Statement of Comprehensive Income

 

6 months to

 30 June 2021

6 months to

 30 June 2020

Year ended 31 December 2020

Unaudited

£

Unaudited

£

Audited

£

Loss after tax

(890,354)

(386,304)

(810,133)

Items that may subsequently be reclassified to profit or loss:

–  Foreign exchange movements

923

(3,675)

(418)

Total comprehensive loss

(889,431)

(389,979)

(810,551)

Attributable to:

Equity holders of the parent

(866,947)

(389,979)

(810,551)

Non-controlling interests

(22,484)

(889,431)

(389,979)

(810,551)

Consolidated Statement of Financial Position

 

6 months to 30 June 2021

6 months to

 30 June 2020

 Year ended 31 December 2020

Unaudited

£

Unaudited

£

Audited

£

 

Assets

Non-current assets

Intangible fixed assets

Tangible fixed assets

Investments

Investments in associates

Available for sale assets

 

 

 

 

 

2,580,009

5,891

467,033

687,198

391,062

 

 

669,198

166,808

 

 

668,937

466,652

 

Total assets

4,131,193

836,006

1,135,589

Current assets

Trade and other receivables

Cash and cash equivalents

 

 

 

 

 

964,667

99,798

 

63,122

111,699

 

 

29,736

63,611

 

Total current assets

1,064,465

174,821

93,347

 

Current liabilities

Trade and other payables

 

(2,069,773)

(480,065)

(1,049,772)

Total current liabilities

(2,069,773)

(480,065)

(1,049,772)

Non-current liabilities

Other non-current liabilities

 

(377,875)

(28,975)

Total non-current liabilities

(377,875)

(28,975)

Net assets

2,748,010

530,762

150,189

Equity

Share capital

Share premium

Retained losses

Foreign currency reserve

 

 

332,116

5,911,719

 (3,473,406)

(435)

 

 

273,301

2,443,784

 (2,181,708)

(4,615)

 

 

 

 

273,968

2,483,117

(2,605,538)

(1,358)

 

Equity attributable to equity holders of the parent

 

2,769,994

530,762

150,189

Non-controlling interests

(21,984)

Total equity

2,748,010

530,762

150,189

 

Consolidated Statement of Cash Flows

 

6 months to

 30 June 2021

6 months to

 30 June 2020

Year ended 31 December 2020

Unaudited

£

Unaudited

£

Audited

£

 

Cash flow from operating activities

 

 

Operating loss

(890,354)

(386,304)

(810,133)

(profit)/loss on sale of investment

(19,134)

(19,134)

Fees settled in shares

11,750

Impairment of investments

108,939

Foreign exchange

923

(418)

Finance costs

12,600

32,436

Increase in payables

1,178,902

160,186

50,931

(Increase)/decrease in receivables

(934,931)

22,167

55,554

Net cash outflow from operations

(512,171)

(223,085)

(690,764)

 

Cash flows from investing activities

Payments for intangible assets

(1,911,071)

Payments for tangible fixed assets

(5,891)

Proceeds from sale of investment

102,467

102,467

Purchase of investments

(1,187,580)

(38,047)

(337,631)

Net cash flows from investing activities

(3,104,542)

64,420

(235,164)

 

Cash flows from financing activities

Proceeds from issue of shares and warrants

 

3,614,000

 

30,000

 

70,000

Cost of shares issued

(151,100)

Proceeds from Convertible Loan Notes

105,000

370,000

Bridging and other loan financing

190,000

410,500

Net cash flows from financing activities

3,652,900

135,000

850,500

 

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of period

 

36,187

 

63,611

 

 

(23,665)

 

139,039

 

 

(75,428)

 

139,039

 

Effect of exchange rate changes on cash and cash equivalents

(3,675)

Cash and cash equivalents at end of period

99,798

111,699

63,611

 

 

Consolidated Statement of Changes in Equity

 

Share capital

Share premium

Retained earnings

Foreign currency reserve

Non-controlling interest

Total

£

£

£

£

£

£

As at 31 August 2019

 

266,847

2,167,311

(1,470,778)

(2,700)

960,680

Loss for the period

 

(324,627)

(324,627)

Translation differences

 

1,760

1,760

Total comprehensive income

 

(324,627)

1,760

(322,867)

Share capital issued

5,954

246,973

252,927

Total contributions by and distributions to owners of the Company

5,954

246,973

252,927

As at 31 December 2019

 

272,801

2,414,284

(1,795,405)

(940)

890,740

Loss for the period

 

(386,304)

(386,304)

Translation differences

 

(3,675)

(3,675)

Total comprehensive income

 

(386,304)

(3,675)

(389,979)

Share capital issued

 

500

29,500

30,000

Total contributions by and distributions to owners of the Company

 

500

29,500

30,000

As at 30 June 2020

 

273,301

2,443,784

(2,181,708)

(4,615)

530,762

Loss for the period

 

(423,830)

(423,830)

Translation differences

 

3,257

3,257

Total comprehensive income

 

(423,830)

3,257

(420,573)

Share capital issued

 

667

39,333

40,000

Total contributions by and distributions to owners of the Company

 

667

39,333

40,000

As at 31 December 2020

 

273,968

2,483,117

(2,605,538)

(1,358)

150,189

Loss for the period

 

(867,870)

(22,484)

(890,354)

Translation differences

 

923

923

Total comprehensive income

 

(867,870)

923

(22,484)

(889,431)

Share capital issued

 

58,149

3,428,601

500

3,487,250

Total contributions by and distributions to owners of the Company

 

58,149

3,428,601

500

3,487,250

As at 30 June 2021

 

332,116

5,911,719

(3,473,406)

(435)

(21,984)

2,748,010

 

Half-yearly report notes

 

1. Half-yearly report

This interim report was approved by the Board of Directors on 28 September 2021.

The information relating to the six months periods to 30 June 2021 and 30 June 2020 are unaudited.

The information relating to the year ended 31 December 2020 is extracted from the audited financial statements of the Company which have been filed at Companies House and on which the auditors issued an unqualified audit report. The condensed interim financial statements have been reviewed by the Company’s auditor.

 

2. Basis of accounting

The interim financial statements have been prepared using accounting policies and practices that are consistent with those adopted in the statutory financial statements for the year ended 31 December 2020, although the information does not constitute statutory financial statements within the meaning of the Companies Act 2006. The interim financial statements have been prepared under the historical cost convention.

These interim financial statements are prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union and the Disclosure and Transparency Rules of the UK Financial Conduct Authority.

This interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this interim report should be read in conjunction with the annual report for the year ended 31 December 2020, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. 

The Company will report again for the full year to 31 December 2021.

 

Going concern

The Company’s day-to-day financing is from its available cash resources.

The Company is confident of raising funds to enable it to continue to develop its targeted investments and exploration campaigns across its key projects over the next 12-18 months and the Directors are confident that adequate funding can be raised as required to meet the Company’s current and future liabilities.

For the reasons outlined above, the Directors are satisfied that the Company will be able to meet its current and future liabilities, and continue trading, for the foreseeable future and, in any event, for a period of not less than twelve months from the date of approving this interim report. The preparation of these interim financial statements on a going concern basis is therefore considered to remain appropriate.

 

Critical accounting estimates

The preparation of condensed interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in the Company’s 2020 Annual Report and Financial Statements. The nature and amounts of such estimates have not changed significantly during the interim period.

 

Intangible assets

Exploration and development costs

All costs associated with mineral exploration and investments are capitalised on a project-by-project basis, pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses but not general overheads. If an exploration project is successful, the related expenditures will be transferred to mining assets and amortised over the estimated life of economically recoverable reserves on a unit of production basis.

 

Intangible assets

Exploration and development costs

Where a licence is relinquished or a project abandoned, the related costs are written off in the period in which the event occurs. Where the Group maintains an interest in a project, but the value of the project is considered to be impaired, a provision against the relevant capitalised costs will be raised.

The recoverability of all exploration and development costs is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition thereof.

 

3. Earnings per share

6 months

to

 30 June

2021

6 months

to

 30 June 2020

Year ended 31 December 2020

Unaudited

£

Unaudited

£

Audited

£

These have been calculated on a loss of:

(890,354)

(386,604)

(810,133) 

 

The basic weighted average number of shares used was:

 

The diluted weighted average number of shares used was:

 

623,214,765

 

 

1,044,548,093

 

359,990,020

 

 

466,523,346

 

363,554,242

 

 

453,720,902

 

Basic loss per share:

 

(0.14) pence

 

(0.11) pence

 

(0.22) pence

Diluted loss per share:

(0.08) pence

(0.08) pence

(0.18) pence

 

 

4. Events after the reporting period

There were no reportable events after the reporting period other than those highlighted in the ‘Financial Review’. 

 

The Condensed interim financial statements were approved by the Board of Directors on 28 September 2021.

 

 

By order of the Board

 

 

Rolf Gerritsen

Director

 

 

For the purposes of UK MAR, the person responsible for arranging for the release of this announcement on behalf of the Company is Rolf Gerritsen, Chief Executive Officer.

 

 

 Contact details:

MetalNRG PLC

Rolf Gerritsen
Christopher Latilla-Campbell

+44 (0) 20 7796 9060

Corporate Adviser
PETERHOUSE CAPITAL LIMITED
Lucy Williams/Duncan Vasey

+44 (0) 20 7469 0930

Corporate Broker
SI CAPITAL LIMITED
Nick Emerson

+44 (0) 1483 413500

 

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