Interim Results

RNS Number : 3121B

Caerus Mineral Resources PLC

30 September 2022

 

30 September 2022

Caerus Mineral Resources PLC

('Caerus' or the 'Company')

Interim Results

Caerus Mineral Resources plc (LON:CMRS), the exploration and resource development company focused on developing mineral resources in Europe to support the global 'Clean Energy' initiative is pleased to announce its unaudited interim results for the six months ended 30 June 2022.

Highlights in H1 2022:

· Completed the Troulli drilling campaign which started in September 2021.

· Published Troulli's maiden resource estimate of 4.9 million tonnes at 0.41% copper and 0.2g/t gold for 20,000 tonnes of copper and 31,000 ounces of gold.

· Drilling at Anglisides during the period delivered some very encouraging results.

· Board changes resulting in a renewal of the Caerus Mineral Resources - EV Metals Strategic Alliance, a strategy presented in the March 2021 prospectus yet overlooked by the original board. Russell Thomson CFO of EV Metals joined as non-executive director and chair of the audit and remuneration committees.

· £1.4m cash at the end of the period.

Post Period:

· Implemented a strategic review of the Cyprus portfolio, with a view to ensuring capital is only invested in projects with production potential, either as satellite or stand-alone operations.

· Introduced a range of corporate governance improvements, driven by a new four-member board with extensive PLC, legal and financial backgrounds.

· The discovery of three challenges for the company:

o  The non-payment by Bezant Resources of its share of Troulli JV expenditures. The JV agreement provides for funding up to US$1,000,000 with each party agreeing to commit up to US$500,000. Funds were supposed to be provided by both parties in advance.

At 30 June 2022, the company had invested directly €1,140,000 into the Troulli project. As of today, the Company has received no funding for the venture.

o  The Cypriot Ministry of Defence's confirmation that it will impose a buffer zone around installations in the Kalavasos region, resulting in notification from the Mines Service Department that our main Kalavasos license is effectively cancelled.

o  A disputed A$2m claim by BMG Resources the original vendor of the Kalavasos Project.

Commenting on the Interim Results, CEO Charlie Long said: " Notwithstanding the serious issues we discovered since arriving towards the end of the period, operationally the first half of 2022 has seen good progress at the main project Troulli, a brown field copper-gold deposit in the southeast of Cyprus. Between 1956 and 1974, Troulli was mined on and off as a small-scale open pit, leaving behind the vast majority of the then-known 'orebody' and the remnants of the processing plant.

Since CMR's listing, drilling, geophysics, and geochemical surveys show that Troulli's mineralisation is more extensive than understood in the 1970s and we believe is likely to extend to the east, towards the Mavramouti and Kokkinapetra prospects. These prospects are located 300m and 1500m away from the Troulli open pit, on the same trend. The mineralised trend from Troulli to Kokkinapetra appears to have been disrupted by faulting, making it challenging to explore. However, it is likely that mineralised blocks remain to be discovered beneath cover between the prospects.

Following 3,393m metres of drilling in 4Q21 and early 1Q22, Troulli's Maiden Resource Estimate was published in April. This was an excellent effort, given that drilling began as recently as September 2021 and is a testament to the hard work of the in-country operations team, Cypriot and junior expatriate geologists supported by service providers from Europe and the UK, as well as the Mines Service Department of Cyprus.

The main resource area is in and around the historical open pit. A follow-on drill programme began in early July 2022, post period end, to infill gaps in the resource. Assay results are still pending, although core logging work shows sulphide mineralisation in 80% of the holes drilled. The mineralisation logged is consistent with the previous drilling and is dominated by disseminated sulphides and veinlets.

The next phase of exploration is designed to determine to what extent Troulli, Mavramouti and Kokkinopetra are connected. It is clear they sit on the same structures and were part of the same mineralising events, and the 11,200m of IP geophysics in July 2022 shows several exciting conductors which is encouraging for continuing sulphide mineralisation along the structures. A 24,000m ground magnetic survey was also carried out over the same area, which should help delineate other potential structural controls. These conceptual targets need to be drill-tested and it's too early to tell how wide, deep or continuous the mineralisation may be.

Management maintains its belief that Troulli is one of the best copper-gold projects in Cyprus and the most likely to become an operating mine. We do, however have a difference of opinion with the previous management regarding the time it will take to reach a construction decision. There are some advantages in fast-tracking a project into production, although this approach often only benefits short-term investors, some of whom have moved on to the next story before the hard work of permitting, funding, and construction begins.

There are numerous risks to rushing the development process, not least potential delays to receiving the environmental permits and a mining license. If technical work is lacking in any area, such as the design of the tailings facility, dust control measures, water usage or noise pollution estimates, the development team may be requested to revisit its studies.

At Troulli the fauna and flora baseline studies are complete, and this will be followed by water and meteorological surveys. A meeting held last week with our Cyprus environmental consultants confirmed that once the baseline studies and feasibility study are complete, they will require 12 months to finalise and submit the environmental impact assessment. Following the submission, government agencies will need 9 to 12 months to make a decision on the mining license. Concurrent to this, there will be time to complete the social licensing process, including community engagement and consultation meetings.

In terms of Troulli's economic studies, the next task is to commission an independent scoping study. The equivalent study by the old Board was in our opinion not to acceptable global standards.

Aside from positive progress at Troulli, there have been disappointing outcomes in Cyprus. Most disappointing was the Cyprus Ministry of Defence's decision to implement a 700m buffer zone around military installations in the Kalavasos region. This led directly to the Mines Service Department's decision not to renew our main Kalavasos exploration permit. Although we respect the MoD's position, we note that the Ministry approved the licence's renewal on three separate occasions over a period of 12 years leading to many years of rental payments and some early-stage exploration expenditure. We are evaluating our options in relation to the permit and potential compensation.

On a more positive note, we are now evaluating metals projects beyond Cyprus as part of our refreshed strategic alliance with EV Metals. We fully expect this to lead to more exciting opportunities, better aligned, in terms of both project scale and type, to EV Metals' green economy focus".

Chairman's Review of Year to date

With my maiden statement as Chairman of CMR, I would have preferred to present a positive start to my appointment. However, sadly this is not the case. 

I joined the Company as Executive Chairman close to the end of the period. My first job was to undertake a detailed review of the Company, its strategy and assets. This review established that amongst other things the original Board had little appetite to take CMR forward, hence the change of emphasis away from Cyprus via a new team that would concentrate on Southern African projects. It was quickly evident that this was not considered to be in the best interests of, nor discussed with or even supported by the Company's major shareholders. Accordingly, the strategy was aborted. The new Board is now committed to maximising the significant opportunities presented by the Company's strategic alliance with its major shareholder, EV Metals ("EVM"), opportunities that mistakenly were not capitalised on by the previous management.

I would like to use this statement to give confidence to our faithful long-term holders of stock since the listing on 19 March 2021 and to all those new shareholders that have invested between the listing and today. I believe strongly that significant shareholder value can be delivered if we remain focused on taking the opportunities presented by the EVM alliance. 

As announced, as part of the alliance, Caerus is the preferred vehicle by which EVM will further its ambitions in the European raw materials market via acquiring advanced mining and production projects that support the EV transition. These projects will guarantee EVM security of supply and ongoing compliance with Rules of Origin, Trade and Co-operation Agreement (TCA) legislation. They will also help EVM's future OEM customers benefit from government support schemes such as the USA's recently announced Inflation Reduction Act. As part of this, the Company continues to review several exciting investment opportunities and is in early-stage discussions with several potential targets that offer exposure to key clean energy commodities. 

Whilst the Company will be unswerving in focus on this strategy, it must address the ongoing issues created by the previous management. 

Firstly, I draw your attention to note 2 in the accounts. The Troulli JV stipulates that both parties share the costs during the exploration phase, agreeing to pay up to US$500,000 each. The funds are required 45 days prior to commencement of an agreed work programme. We have established that despite CMR requesting funds, to date, the Company has not received any payments. The estimated credit loss of £302,886 in note 2 is largely a result of this. As a result, CMR has funded the Troulli project 100% and should by now have received at least US$500,000 in line with the JV's terms.

I would like to refer to our CEO's announcements of the 12 July and 5 September, which provided important updates in relation to Kalavasos and a disputed liability with BMG Resources. A contingent liability of A$2m now exists at NCC due to an amendment to the original share purchase agreement with BMG. This agreement, dated May 2021, left BMG believing it has the right to sell the remaining 10% of the Kalavasos project for A$2m rather than an increase of net smelter royalties from 1% to 2% until the A$2m consideration had been settled.

To add to the issues, our RNS dated 5 September, advised the market that through the Cypriot Mines Service Department, the MoD has formally notified CMR that its main Kalavasos licence would not be renewed. This has devalued the original NCC acquired assets and led to a net impairment loss of £667,075 as shown in note 4 to the accounts. 

Our investigation is examining why the original Board were not aware that the MoD had implemented a 700 m buffer zone within our main Kalavasos assets, restricting all planned exploration.

The ongoing investigation has established that there have been historical failings in corporate governance. One example relates to undisclosed warrant issues and exercise price changes during the period, transactions which are detailed in note 7.

The new Board has reviewed its policies and procedures and is confident it has the appropriate systems in place. This will ensure there can be no reoccurrence of the lapses in corporate governance described above. The new Board and its non-executive directors have extensive public company experience including dealing with corporate governance issues. 

The new Board is now focused on completing its investigations into the issues above and quickly resolving them whilst progressing the considerable opportunities that the EVM strategic alliance continues to present in multiple territories. Critically, we will ensure that sound corporate governance is now fully embedded into CMR across the organisation. This will ensure we can deliver sustainable long-term shareholder growth from the EVM alliance's opportunities.

Financials

During the period the Group made a pre-tax loss of £1,391,356 (six months ended 30 June 2021: loss of £415,553). This includes a one-off net impairment on licence disposal of £667,075 and an estimated credit loss of £352,885.  The net assets of the Group decreased from £4.9m as of 31 December 2021 to £3.7m as at 30 June 2022 mainly as a result of these impairments.

During the period, the net cash outflow from operating activities was £343,382 and the net cash position decreased by £1.1m to £1.4m.

Directors' Responsibility Statement

The Directors confirm that these condensed interim financial statements have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

· an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

· material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.

The interim report was approved by the Board of Directors and the above responsibility statement was signed on its behalf by:

Chris Lambert

Executive Chairman

30 September 2022

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

		Six months to 31 June 2022 (unaudited)	Six months to 31 June 2021 (unaudited)
	Note	£	£
Administrative expenses	3	(724,268)	(414,543)
Net impairment on licence disposal	4	(667,075)	-
Finance costs		(13)	(1,010)
Operating loss and loss before taxation		(1,391,356)	(415,553)
Income tax expense		-	-
Loss after taxation		(1,391,356)	(415,553)
Loss for the period		(1,391,356)	(415,553)
Items that may be reclassified subsequently to profit and loss:
Exchange differences on translation of foreign operations		(18,932)	7,252
		(1,410,288)	(408,301)
Total comprehensive loss attributable to:
Owners of Caerus Mineral Resources plc		(1,389,620)	(403,761)
Non-controlling interests		(20,668)	(4,540)
Earnings per share:
Basic and diluted (£)	8	(0.023)	(0.0105)

All activities relate to continuing operations.

The above condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

Condensed Consolidated Statement of Financial Position

		As at 30 June	As at 31 December
		2022	2021
	Note	£	£
ASSETS
Non-current assets
Intangible assets	5	2,398,598	2,578,529
Tangible assets		33,006	20,800
Total non-current assets		2,431,604	2,599,329
Current assets
Other receivables		165,395	432,239
Cash and cash equivalents		1,389,167	2,508,108
Total current assets		1,554,562	2,940,347
Total assets		3,986,166	5,539,676
LIABILITIES
Non-current liabilities
Borrowings		(515)	(504)
Deferred tax liabilities	4	(146,199)	(246,840)
Financial liability - contingent consideration	4	-	(186,916)
Total non-current liabilities		(146,714)	(434,260)
Current liabilities
Trade and other payables		(183,917)	(154,099)
Total current liabilities		(183,917)	(154,099)
Total liabilities		(330,631)	(588,359)
Net assets		3,655,535	4,951,317
EQUITY
Share capital	6	612,113	612,113
Share premium	6	5,840,002	5,840,002
Share-based payment reserve		215,245	98,917
Foreign exchange reserve		(38,531)	(19,599)
Retained earnings		(2,883,579)	(1,512,891)
Capital and reserves attributable to owners of Caerus Mineral Resources plc		3,745,250	5,018,542
Non-controlling interests		(89,715)	(67,225)
Total equity		3,655,535	4,951,317

The above Condensed Consolidated Financial Statements should be read in conjunction with the accompanying notes.

The Financial Statements were approved and authorised for issue by the Board on 30 September 2022 and were signed on its behalf by: Charlie Long, Director

	Share capital	Share premium	Share-based payment reserve	Retained earnings	Foreign exchange reserve	Non-controlling interest	Total
	£	£	£	£	£	£	£
Balance as at 30 June 2021	537,113	4,524,135	87,185	(1,106,643)	(6,913)	107,774	4,142,651
Comprehensive income
Loss for the 6 months	-	-	-	(406,248)	-	(166,169)	(572,417)
Exchange differences on translation of foreign operations	-	-	-	-	(12,686)	(8,830)	(21,516)
Total comprehensive income for the 6 months	-	-	-	(406,248)	(12,686)	(174,999)	(593,933)
Transactions with owners recognised directly in equity
Issue of shares	75,000	1,425,000	-	-	-	-	1,500,000
Cost of shares issued	-	(109,133)	-	-	-	-	(109,133)
Issue of Warrants	-	-	11,732	-	-	-	11,732
Total transactions with owners recognised directly in equity	75,000	1,315,867	11,732	-	-	-	1,402,599
Balance as at 31 December 2021	612,113	5,840,002	98,917	(1,512,891)	(19,599)	(67,225)	4,951,317
Comprehensive income
Loss for the 6 months	-	-	-	(1,370,688)	-	(20,668)	(1,391,356)
Exchange differences on translation of foreign operations	-	-	-	-	(18,932)	(1,822)	(20,754)
Total comprehensive income for the 6 months	-	-	-	(1,370,688)	(18,932)	(22,490)	(1,412,110)
Transactions with owners recognised directly in equity
Issue of Warrants	-	-	116,328	-	-	-	116,328
Total transactions with owners recognised directly in equity	-	-	116,328	-	-	-	116,328
Balance as at 30 June 2022	612,113	5,840,002	215,245	(2,883,579)	(38,531)	(89,715)	3,655,535

Condensed Consolidated Statement of Cash Flows

			6 month period ended  30 June 2022	6 month period ended  30 June 2021
		Notes	£	£
Cash flow from operating activities
Loss for the period before taxation			(1,391,356)	(415,553)
Adjustments for:
Interest expense			13	1,010
Depreciation			11,926	-
Impairment of financial assets		3	352,885	-
Impairment of assets (net of tax)		4	853,989	-
Write back of contingent consideration		4	(186,914)	-
Share based payment expense			116,326	69,388
Foreign exchange gain on financial assets			(44,034)	-
Operating cash flows before movements in working capital			(287,165)	(345,155)
(Increase) in receivables			(86,043)	(144,790)
Increase/(decrease) in accounts payable and accrued liabilities			29,826	(50,371)
Net cash used in operating activities			(343,382)	(540,316)
Cash flow from investing activities
Expenditure on intangible assets			(730,666)	(88,347)
Expenditure on tangible assets			(24,133)	(1,892)
Net cash used in investing activities			(754,799)	(90,239)
Cash flow from financing activities
Interest paid			(13)	(1,010)
Proceeds from the issue of equity			-	2,550,000
Share issue costs			-	(187,620)
Net cash (outflow)/inflow from financing activities			(13)	2,361,370
Net (decrease)/increase in cash and cash equivalents			(1,098,194)	1,730,815
Effect of exchange rates on cash			(20,747)	-
Cash and cash equivalent at beginning of the half year			2,508,108	137,906
Cash and cash equivalent at end of the half year			1,389,167	1,868,721

The above condensed Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

Notes to the condensed interim financial statements

1.  General information

The principal activity of the Company and its subsidiaries (the Group) is in mineral exploration and the development of appropriate exploration projects. The Company's registered office is at Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF.  Its shares are listed on the Main Market of the London Stock Exchange under the Standard Segment of the Official List under the ticker "LSE:CMRS".

2.  BASIS of PREPARATION

These condensed interim financial statements are for the six months ended 30 June 2022 and have been prepared in accordance with the accounting policies adopted in the Group's most recent annual financial statements for the year ended 31 December 2021.

The Group have chosen to adopt IAS 34 "Interim Financial Reporting" in preparing this interim financial information.  They do not include all the information required in annual financial statements, and  they should be read in conjunction with the consolidated financial statements for the year ended 31 December 2021 and any public announcements made by Caerus Mineral Resources Plc ("CMR") during the interim reporting period.

The business is not considered to be seasonal in nature.

The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates.  The functional currency of the parent company CMR is Pounds Sterling (£) as this is the currency that finance is raised in.  The functional currency of its subsidiaries is the Euro as this is the currency that mainly influences labour, material and other costs of providing services. The Group has chosen to present its consolidated financial statements in Pounds Sterling (£), as the Directors believe it is a more convenient presentational currency for users of the consolidated financial statements.  Foreign operations are included in accordance with the policies set out in the Annual Report and Accounts.

The condensed interim financial statements have been approved for issue by the Board of Directors on 30 September 2022. 

New standards, amendments and interpretations adopted by the Group.

During the current period the Group adopted all the new and revised standards, amendments and interpretations that are relevant to its operations and are effective for accounting periods beginning on 1 January 2022.  This adoption did not have a material effect on the accounting policies of the Group.

New standards, amendments and interpretations not yet adopted by the Group.

The standards and interpretations that are relevant to the Group, issued, but not yet effective, up to the date of these interim Financial Statements have been evaluated by the Directors and they do not consider that there will be a material impact of transition on the financial statements.

Going concern

The condensed interim financial statements have been prepared on the assumption that the Group will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the condensed interim financial statements.

Following the review of ongoing performance and cash flows, the Directors have a reasonable expectation that the Group has adequate resources to continue operational existence for the foreseeable future. The Directors have also considered the consequences of Covid-19 and other events and conditions, and it has determined that they do not create a material uncertainty that casts significant doubt upon the entity's ability to continue as a going concern.

Risks and uncertainties

The Directors continuously assess and monitor 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 most recent annual financial statements for the year ended 31 December 2021.

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 Group's most recent annual financial statements for the year ended 31 December 2021.  The nature and amounts of such estimates have not changed during the interim period except as stated below.

Contingent consideration

Following a review of the licences originally acquired with the acquisition of the NCC Group, the Directors have concluded that the milestones to trigger the Contingent Consideration will not be met and therefore have released this contingency of £186,914 in the current period.

Impairment of exploration and evaluation assets

The Company reported on 5 September 2022 that licence Kalavasos East AE4811 would not be renewed by the Cyprus Mines Service Department due to the withdrawal of consent by the Cyprus Ministry of Defence to have access to this area.  This decision has triggered an impairment review of those intangible assets held in relation to this licence and has resulted in a net impairment on licence disposal of £667,075. 

Impairment of financial assets - estimated credit losses

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all receivables.  To measure the expected credit losses, receivables have been grouped based on shared credit risk characteristics and the days past due.  The loss allowance as at 30 June 2022 (31 December 2021:£nil) was determined as follows:

30 June 2022	More than 60 days past due	More than 120 days past due
Expected loss rate	50%	100%
Gross carrying amount	£100,000	£302,886
Loss allowance	£50,000	£302,886

Receivables are written off where there is no reasonable expectation of recovery.  Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan, and a failure to make contractual payments for a period of greater than 120 days past due.  Impairment losses on receivables are presented as net impairment losses within operating losses.  Subsequent recoveries of amounts previously written off are credited against the same line item.

3.  ADMINISTRATIVE EXPENSES

	6 months to 30 June 2022	6 months to 30 June 2021
	£	£
Wages and salaries	124,655	77,669
Regulatory fees	22,449	25,351
Share-based payments	116,327	69,388
Estimated credit loss	352,886	-
Foreign exchange	44,034	19,747
Legal and Professional fees	35,853	119,679
Other	28,064	102,709
	724,268	414,543

4.  NET IMPAIRMENT ON LICENCE DISPOSAL

	6 months to 30 June 2022
	£
Impairment on intangibles acquired	905,769
Impairment on capitalised intangibles	48,861
Reversal of deferred tax liability	(100,641)
	853,989
Reversal of contingent liability	(186,914)
	667,075

5.  INTANGIBLE ASSETS

The intangible assets held by the Group decreased primarily due to the impairment of the Exploration and Evaluation Assets due to the non-renewal of certain licences held by the NCC Group.

	Exploration and Evaluation assets
	£
Cost and carrying amount
At 30 June 2021	2,619,820
Acquisitions	250,792
Disposals	(517,966)
Impairment on licence disposal	(118,690)
Additions	344,573
At 31 December 2021	2,578,529
Impairment on licence disposal	(853,989)
Additions to exploration assets	671,262
Foreign exchange movement	2,796
At 30 June 2021	2,398,598

6.  SHARE CAPITAL AND SHARE PREMIUM

		Number of shares - Ordinary	Share Capital £	Share Premium £	Total £
As at 31 December 2020		23,900,000	239,000	1,627,665	1,866,665
Issued 19 March 2021		26,500,000	265,000	2,385,000	2,650,000
Issued 11 June 2021		3,311,258	33,113	716,887	750,000
Cost of shares issued		-	-	(205,417)	(205,417)
As at 30 June 2021		53,711,258	537,113	4,524,135	5,061,248
Issued 5 October 2021		7,500,000	75,000	1,425,000	1,500,000
Cost of shares issued				(109,133)	(109,133)
As at 31 December 2021		61,211,258	612,113	5,840,002	6,452,115
As at 30 June 2022		61,211,258	612,113	5,840,002	6,452,115

7.  WARRANTS

The Group has issued the following warrants, which are still in force at the balance sheet date.

Date of Issue	Reason for issue	No. of warrants	Exercise price pence per share	Expiry Date
25/01/2018	Founder warrants - dated from Admission	2,100,000	5.0	19.03.24
25/01/2018	Seed/investor warrants - dated from Admission	2,300,000	5.0	06.04.25
25/01/2018	Investor warrants - dated from Admission	1,000,000	5.0	19.03.23
19/03/2021	Broker warrants - Share issue	3,360,000	12.5	19.03.23
19/03/2021	Bonus warrants - Employee compensation	2,000,000	5.0p	19.03.23
16/06/2021	Performance warrants- Employee compensation	2,000,000	12.5p	10.01.25
16/06/2021	Introduction warrants - Cost of services	441,174	20.0p	16.06.23
05/10/2021	Placing warrants - Share issue	3,750,000	30.0p	05.10.23
05/10/2021	Broker warrants - Cost of services	432,000	20.0p	05.10.24
07/01/2022	Bonus warrants - Employee compensation	1,000,000	5.0p	07.01.25
		18,383,174

On 6 April 2022, the expiry date of the Seed warrants was extended from 19 March 2021 to 6 April 2025.  On 7 January 2022, 1,000,000 Bonus warrants were issued to Professor Michael Johnson at a price of 7.5p per share with an expiry date of 7 January 2025.  These were issued in lieu of salary. The exercise price was subsequently reduced on 28 April 2022 to 5p per share.

On 10 January 2022, the exercise price of the Performance warrants, issued to Martyn Churchouse, was reduced to 12.5p and the expiry date was extended to 10 January 2025.  On 3 May 2022, the exercise price of the 2,000,000 Bonus warrants, previously issued to Professor Michael Johnson was reduced to 5p.

The Board is  looking to cancel   certain  warrants owned by the previous directors due to incomplete disclosure issues . Progress on  this  issue  will be announced to the market  in due course . 

8.  EARNINGS PER SHARE

The calculation for basic earnings per Ordinary Share is based on the profit after income tax attributable to equity Shareholder for the period and is as follows:

	Six months to 30 June 2021	Six months to 30 June 2021
Loss attributable to equity Shareholders (£)	(1,391,356)	(415,553)
Weighted average number of Ordinary shares	61,211,258	39,413,411
Loss per Ordinary share (£)	(0.023)	(0.0105)

Earnings per Ordinary share are calculated using the weighted average number of Ordinary shares in issue during the period.  A loss was made during the period and diluted EPS are therefore equal to undiluted EPS.

9. PROVISIONS AND CONTINGENT LIABILITIES

In relation to the amended share purchase agreement between BMG Resources, New Cyprus Copper P.A. Ltd and Treasure Development Limited, the Directors believe that BMG Resources' A$2m claim is without merit and is unlikely to be realised. The Directors are also of the opinion that the claimant has no recourse to assets beyond those within the subsidiaries concerned. Therefore, no provision has been included in these interim condensed consolidated financial statements.

10.  SUBSEQUENT EVENTS

Michael Johnson's shareholding included in the Report and Accounts for the year ended 31 December 202 1  was incorrectly reported.  Based on Michael Johnson's TR1 disclosures of 28 September 2022, his  holding  was  5.1m ordinary shares  and an  8.3% interest in the Company as at  27   September  2021.

Although the Board believes Michael Johnson made no CMR share acquisitions or disposals between 27 September 2021 and 31 December 2021, it is of the opinion that there remain inconsistencies with these TR1 disclosures.

There have been no other post balance sheet events to report.

 

END

 

 

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