Final Results

RNS Number : 4017W
Mila Resources PLC
21 December 2021
 

Mila Resources Plc / Index: LSE / Epic: MILA / Sector: Natural Resources

 

21 December 2021

Mila Resources Plc

("Mila" or "the Company")

Final Results

 

Mila Resources Plc, a London listed natural resources company, is pleased to present its final results for the year ended 30 June 2021.

 

Dear Shareholder

 

We have pleasure in presenting the financial statements for the year ended 30 June 2021.

During the period under review, our primary focus was on the successful conclusion of the acquisition of an initial 30% interest in the Kathleen Valley gold project ("Project") in Western Australia from Trans Pacific Energy Group Pty Ltd ("TPE"). The acquisition, which was successfully delivered post year end in November 2021, will be followed by a staged earn-in process based on success milestones.  We believe that with the initial interest now secured, and a defined development plan being executed to precipitate the transfer of the balance of ownership, Mila is in a strong position to deliver on its objective to become a post-discovery exploration accelerator.

 

To support this objective, concurrently to the acquisition, Mila completed an oversubscribed fund raise and raised £3.5m before costs. The Company now intends to continue to drill intensively and develop the mineral resource at the Project using funds raised from its shareholders and from the recent placing.

 

The Mila Board was also further bolstered in November 2021 to reflect our transition into an operating company.  We expanded our team with the inclusion of two experienced executives, Mr Neil Hutchison (Chief Technical Officer) and Mr Lindsay Mair (Non-executive Director). Please join me in welcoming them to the Mila Team. Together, we now believe we have the right management team in place to see the Company to the next stage in its development.

 

Kathleen Valley Gold Project in Western Australia

 

The project is located in the prolific Wiluna-Norseman gold belt which hosts several world-class mines owned by a number of premier Australian gold companies including Northern Star and St Barbara.

The Kathleen Valley gold project has been discovered next door and on strike to recent discoveries by ASX listed Bellevue Gold, a company that has made substantial discoveries in the region particularly with the Deacon and Viago extensions of the historic Bellevue mine located 7km south of the Project. In June 2020, Bellevue made a discovery at its Government Well prospect, which is on the western boundary of our Kathleen Valley Project. Bellevue has grown substantially in the last year, and now has a market capitalisation of over A$1.1 billion. In May 2019, TPE commenced drilling at the Project and made its first discovery holes. TPE carried out further drilling in September 2020 with peak gold grades of 13.95 g/t.

 

Further details on the Kathleen Valley Project can be found in the prospectus on the Mila Resources website http://www.milaresources.com .

 

Fund Raise - post year end

 

Concurrently with the acquisition of the Kathleen Valley Project the Company concluded a £3.5m fund raising (before costs) by issuing 145,833,333 new ordinary shares ("Investor Shares") at 2.4p each. The shares carry equal voting rights and rank pari passu for the distribution of dividends and repayment of capital. The Investor Shares each come with a 5-year warrant attached with has an exercise price of 4.8p.

Further details on the Fund Raise can be found in the prospectus on the Mila Resources website http://www.milaresources.com and in Note 24 Subsequent Events in the Notes to the accounts.

 

Appointment of New Directors - post year end

 

Neil Hutchison (51 years old) (Chief Technical Officer)

Neil has more than 25 years' experience in the mining industry, working throughout Australia and overseas. He has a track record of mineral discovery, resource and reserve definition, project development, evaluations and acquisitions. Neil was Exploration Superintendent at the Cosmos Nickel Project with Jubilee Mines and was part of the team that discovered the Alec Mairs, Prospero and Tapinos deposits which led to the AUD$3.1 billion takeover of Jubilee Mines by Xstrata in 2007. Neil graduated with First Class Honours in Geology from   the University of Southern Queensland and is a member of the Australian Institute of Geoscientists (AIG). He is also a non-executive director of ASX listed Kairos Minerals, a company with a gold project in Western Australia, and Estrella Resources Limited.

 

Lindsay Mair (63 years old) (Non-Executive Director)

Lindsay is an experienced investment banker with a 30-year career in the City. He qualified as a chartered accountant with Touche Ross (now Deloitte) in 1987. He then worked in the corporate finance departments of various City firms, most recently at SP Angel (which has a broad range of clients in the mining sector). From 2017 until 2019, he was a non-executive director of Kin Group plc, which acquired Bidstack Limited in a reverse takeover, where he assisted with the takeover and a number of fundraisings. He is the Chief Financial Officer of Low 6 Limited, which operates a B2B gamification platform for sports franchises.

 

For those readers who appreciate more detail, below I have reproduced an extract from the RNS - Readmission to Trading & First Day of Dealings (Issued on the 23rd November 2021). It is an excellent summation of the transaction; apologies for any repetition from above.

 

Extract from - Readmission to Trading & First Day of Dealings  (Issued via RNS 23rd November 2021)

 

Further to the announcement of 22 November 2021, the board of Mila is pleased to announce the readmission of its entire share capital, being 306,331,057 ordinary shares of £0.01 each ("Ordinary Shares") to the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's Main Market for listed securities (the "Readmission"). The Company's Readmission follows the acquisition of an initial 30% interest in the Kathleen Valley gold project and the exploration licence E36/876 in the Kathleen Valley (satisfied by the issue of 83,543,197 Ordinary Shares at a price of £0.024 per Ordinary Share,£300,000 in cash consideration, the issue of 15,448,370 Ordinary Shares to Diversified Minerals Pty Ltd ("DM") pursuant to the DM loan agreement dated 4 February 2021, and by novating the £229,393 Series 3 Loan Notes from New Generation Minerals Limited to the Company which converts to 12,744,032 Ordinary Shares on Readmission.). In addition, the Company has granted 242,264,111 warrants, on the terms and as set out in the Prospectus dated 29 October 2021 to, the directors, certain advisors, investors and shareholders, all of which are due to expire on 31 December 2026.

 

Overview

Readmission to the Official List following the acquisition, by way of a reverse takeover, of an initial 30% interest in exploration licence E36/876 in the Kathleen Valley (the "Licence") and the Kathleen Valley gold project (the "Project") (collectively the "Acquisition") in Western Australia - with the intention to acquire an additional 50% interest in the Licence and the Project in two further tranches:

 

· Maiden gold discovery 2019 at Kathleen Valley

· 'Tip of the iceberg': initial 21,000oz gold JORC Inferred resource defined and 145,000-280,000oz gold JORC Exploration Target from only 2,160m RC drilling to date

· The Project is located in the Wiluna-Jundee belt and adjacent to Bellevue Gold

· The region hosts some of the largest gold projects in Australia

· Abundance of mining infrastructure in vicinity that may provide a number of commercial development routes without the requirement to build a stand-alone processing plant

· World class province for mining investment

· First drill programme of 11,000m - intended to provide a pipeline of high impact news flow

· Independent valuation of approximately £15,000,000 (based on a 100% interest in the Project)

· Raised gross proceeds of £3,500,000 through a Placing and Subscription at an offer price of 2.4p  per share to support a comprehensive exploration and drilling programme at the Project, including the proposed first drill programme of 11,000m, and for further working capital

· Appointment of two new directors to execute the Company's operational and corporate objectives - Neil Hutchison as Chief Technical Officer and Lindsay Mair as Non-Executive Director

 

Further Information

The Company was established to undertake an acquisition of a company or project in the natural resources sector. The Company was admitted to listing on the Official List of the FCA by way of a Standard Listing and to trading on the London Stock Exchange plc's Main Market on 7 October 2016 ("Initial IPO").

On 16 November 2020, the Company announced it had signed a non-binding Heads of Terms with New Generation Minerals Limited ("NGM"), a mining exploration company with mining exploration projects in Western Australia and Argentina.

 

The Company subsequently entered into a conditional agreement (the "Acquisition Agreement") to acquire an initial 30% interest in the Kathleen Valley gold project ("Kathleen Valley Project" or the "Project") and the exploration licence E36/876 in the Kathleen Valley ("Kathleen Valley Licence") from Trans Pacific Energy Group Pty Ltd ("TPE"), a wholly owned subsidiary of NGM, for consideration of £2,812,500 by way of issuing 83,543,197 new Ordinary Shares at a price of £0.024 per Ordinary Share in the Company (the "Initial Consideration Shares") to TPE, £300,000 in cash consideration, by allotting and issuing 15,448,370 new Ordinary Shares to Diversified Minerals Pty Ltd ("DM") pursuant to the DM Loan Agreement, and by novating the £229,393 Series 3 Loan Notes from NGM to the Company which will convert to 12,744,032 new Ordinary Shares on Readmission. On Readmission, the Company will list the Initial Consideration Shares and the Ordinary Shares issued pursuant to the Series 3 Loan Notes and the DM Loan Agreement.

 

Post-Readmission, and conditional on the successful completion of 11,000 metres drilling at Kathleen Valley, the Company will have a right to purchase a further 25% interest in the Kathleen Valley Project and the Kathleen Valley Licence from TPE for consideration of £2,343,750 by way of issuing 97,656,750 new Ordinary Shares at a price of £0.024 per Ordinary Share in the Company (the "Second Consideration Shares") to TPE. The Company will then seek to list the Second Consideration Shares.

 

Finally, and conditional on a second spend by the Company of not less than £1,500,000, the Company will have a right to acquire the remaining 25% interest in the Kathleen Valley Project and Kathleen Valley Licence from TPE for consideration of £2,343,750 by way of issuing 97,656,750 new Ordinary Shares in the Company at a price of £0.024 per Ordinary Share (the "Third Consideration Shares") to TPE. On completion of the allotment, the Company will also seek to list the Third Consideration Shares. There is no guarantee that the Company will issue the Second Consideration Shares and/or the Third Consideration Shares, as they are dependent on the aforementioned conditions being met in relation to the Project and pursuant to the Acquisition Agreement.

 

Kathleen Valley

Kathleen Valley lies approximately 20 kilometres south of BHP's Mount Keith nickel mine and within the Mount Keith-Kathleen Valley-Leinster minerals belt. Kathleen Valley is located close to the main goldfield highway and the electrical grid, and there are several gold processing plants in the district. It is approximately 30 kilometres north of the town of Leinster, and close to pending and historical mines of BHP, Western Areas (nickel), Bellevue Gold (gold/copper) and Liontown Resources (lithium/tantalum).

Gold has been mined in the area since the 1890s, with most of the early production coming from the Kathleen Valley (4km north of the Kathleen Valley Project area) and Sir Samuel (Bellevue) (5km south

of the Kathleen Valley Project area) mining centres.

 

A review of historic exploration work completed within the project area has indicated that the majority of exploration has been for gold and nickel. The most comprehensive work was completed by Barrick Gold and joint venture partners between 1992 and 2003. This exploration work largely focused on gold and included rock chip sampling, widespread auger soil sampling and RC drilling testing of some gold targets.

TPE has so far completed 12 RC drillholes. Drilling commenced in April 2019 with an initial two holes completed which included a discovery hole of 4g/t of gold. TPE recommenced drilling in September 2020 with a further 10 holes drilled. A total of 2,160m was drilled. The first two holes were drilled by Jarrahfire and the remaining 10 by Ausdrill Ltd. Rig samples were collected on one-metre intervals after going through a rig mounted cyclone and cone splitter.

 

Areas where no mineralisation was identified were sampled with four-metre composites. Areas of interest were sampled on one-metre intervals. Four-metre composites were re-sampled, if required, by spear sampling the appropriate one-metre sample.

 

Strategy and Work Programme

The strategy of the Company is to deploy existing cash resources and the net proceeds of the placing and subscription towards exploration work at the Kathleen Valley Project. The Company intends to commence with an exploration drilling programme immediately following Readmission on the current target and proposes to drill new targets in the Northern portion of the Project (further details are outlined in the CPR in Part V of the Prospectus which can be found on the Company's website at www.milaresources.com ).

 

The Company intends to seek to establish an updated JORC Mineral Resource following the drilling programme assuming further gold has been discovered. The overall strategy of the Company is to identify mineral resources sufficient to develop the Project into production. The Board believes that there are a number of development routes given the abundance of mining infrastructure locally, therefore, it does not envisage the requirement to build its own plant to process the mineral ore but rather proposes to enter into arrangements including joint ventures, toll treatment or the disposal of the Project to a mining company in the region.

 

The Company's initial target in the Kathleen Valley tenement will be to drill test the Inferred Mineral Resource Estimate and JORC Exploration Target. To further define the potential of the Inferred Mineral Resource Estimate and JORC Exploration Target, with the aim of attempting to progress the Inferred Mineral Resource in size and confidence level in the Mineral Resource Estimate, the Board and CSA Global (the consultant that completed the Competent Persons Report on Kathleen Valley) recommend the following:

 

· To drill approximately 25 to 35 suitably spaced new holes with reserves circulation drilling and diamond tails where appropriate, with 8 to 10 of the new holes drilled to a depth of 400 meters. The new holes should both:

· infill within the existing Inferred Mineral Resource Estimate and JORC Exploration Target to increase confidence levels in the continuity of mineralising;

· seek to extend the mineralising outside the current Inferred Mineral Resource Estimate and JORC Exploration Target area;

· To complete DHEM on selected holes to assist in guiding the deeper and extensional drilling; and

· To conduct specific gravity measurements and metallurgical test work on the diamond drilling core to educate any potential future Mineral Resource Estimate.

 

Furthermore, the 2019 regolith shallow auger sampling campaign identified two additional structural gold trends in the north west and north of the Exploration Target. CSA Global recommends that these should also be explored and could cost efficiently be done in conjunction with the work above.

CSA Global recommends NGM complete the following:

 

· Drill approximately 6 to 10 suitably spaced new holes with reverse circulation drilling to a depth of 200 metres; and

· DHEM be completed on selected holes to identify below-surface anomalies.

 

The second-stage investigation of the Project will focus on more detailed geological and Geochemical studies of targets for both mineralisation styles defined during the first stage, and on drilling (both percussion and diamond) to more fully define the potential for viable mineralisation.

 

The mineral property held by the Company is considered to be an "exploration project" that is intrinsically speculative in nature. The Project is at the "advanced exploration" stage. CSA Global considers, however, the Project to be of sound technical merit and to be sufficiently prospective, subject to varying degrees of exploration risk, and to warrant further exploration and assessment of its economic potential, consistent with the proposed programme.

 

The Company has prepared staged exploration and evaluation programmes, specific to the potential of the Project, which are consistent with the budget allocations, and warranted by the exploration potential of the Project. CSA Global considers that the relevant areas have sufficient technical merit to justify the proposed programmes and associated expenditure.

 

Financial
Funding

At the year end the Company was funded through investment from its Shareholders following the Company's successful Standard Listing IPO onto the London Stock Exchange in 2016, raising £1.05 million before costs. During the year the Company raised £0.3m, before costs, via convertible loan notes. Post year end the Company completed an equity raise £3.5m (before Costs). It did this concurrently with the Kathleen Valley acquisition. The new funding will allow the Company to fund operations and meet its current exploration plans for at least the next 12 months.


Expenditure

During the year, the Company has continued its fiscal discipline with the Company continuing to maintain low overheads. Any monies spent on business development opportunities has only occurred after a particular project has passed our initial technical review.

 

 


Current Assets

At 30 June 2021, the Company was not owed any money (2020: £85,849). During the year ended 30 June 2020, the Company was the holder of a secured loan provided to an RTO target E-Tech Metals Limited ('E-Tech'), which was fully repaid in November 2020.


Liquidity, cash and cash equivalents

At 30 June 2021, the Company held £329,628 (2020: £186,316) of cash and cash equivalents, all of which are denominated in pounds sterling.

 

 

 

Mark Stephenson

 

 

 

Executive Director

21 December 2021

 

 

 

Strategic Report

 

 

 

Understanding our business

The Company was incorporated on 3 June 2015, with the view of pursuing an initial public offering of its securities onto the London Stock Exchange through a Standard Listing to raise the necessary funds required for the execution of the business strategy, which is to acquire a business or asset. More specifically, the strategy is to act as a post discovery accelerator, where the Company identifies target(s) that have already had an early-stage geological discovery. Additional targets will be sought, however, the current priority is to develop and unlock the potential in the Kathleen Valley Gold Project.

This IPO was completed during 2016, with the Company successfully raising £1,050,000 before costs with Admission to the Main Market of the London Stock Exchange in October 2016. Since the IPO the Company has been engaged in searching for and evaluating specific targets (business or asset) that were compatible with the Company's Business Strategy. During this time suitable businesses and assets were initially identified, however, prior to the recently completed transaction on Kathleen Valley, these other proposed transactions were abandoned for specific reasons relating to each individual proposed transaction.

The impact of the Covid-19 pandemic on global supply chains is a well-documented phenomenon which has affected many industries globally, including the gold exploration sector in Western Australia. As a result, the lead times for the equipment and consumables required have lengthened over the last 12 months. To manage this risk, it is important that key equipment and materials are ordered on a timely basis to minimise the potential for supply chain disruption to drilling operations. The directors are confident that with the forward planning already place the current and future impacts of supply disruption can be held to a minimum.

Key performance indicators

It is the Board's intention, in the near term,  to identify appropriate key performance indicators following the recent successful acquisition of the Kathleen Valley Gold Exploration Project in Western Australia. The transaction was completed and ratified by the Mila shareholders on Monday the 22nd of November 2021. Further details on the transaction can be found in Statement from the Board.

Business review

For a review of developments in the year, please see page 4, the "Statement from the Board".

 

Principal risks and uncertainties

The principal risks currently faced by the Company relate to:

Acquiring Less than Controlling Interests

The Company may acquire either less than whole voting control of, or less than a controlling equity interest in, a target, which may limit the Company's operational strategies and reduce its ability to enhance Shareholder value.

Inability to Fund Operations Post-Acquisition

The Company may be unable to fund the operations post acquisition of the target business if it does not obtain additional funding, however, the Company will ensure that appropriate funding measures are taken to ensure minimum commitments are met. The current global pandemic, Covid-19, may make obtaining of sufficient funds more challenging.

The Company's Relationship with the Directors and Conflicts of Interest

The Company is dependent on the Directors to identify potential acquisition opportunities and to execute an acquisition.

The Directors are not obliged to commit their whole time to the Company's business; they will allocate a portion of their time to other businesses which may lead to the potential for conflicts of interest in their determination as to how much time to assign to the Company's affairs. Following the successful transaction, it has been proposed that the Company establishes a Conflicts Committee. The role of the Conflicts Committee is to assist the Board in monitoring actual and potential conflicts of interest under the definitions of the Companies Act 2006. Under the Companies Act 2006 Directors are responsible for their individual disclosures of actual or potential conflict. To follow best practice, the Conflicts Committee holds discussions where appropriate, with the Company's UK lawyers.

Risks Inherent in an Acquisition

Although the Company and the Directors will evaluate the risks inherent in a particular target, they cannot offer any further assistance that all of the significant risk factors can be identified or properly assessed. Furthermore, no assurance can be made that an investment in Ordinary Shares in the Company will ultimately prove to be more favourable to investors then a direct investment, if such an opportunity were available, in a target business.

 

Reliance on External Advisors

The Directors expect to rely on external advisors to help identify and assess potential and future acquisitions and there is a risk that suitable advisors cannot be placed under contract or that such advisors that are contracted to fail to perform as required.

Reliance on Income from the Acquired Activities

Following an acquisition, the Company may be dependent on the income generated by the acquired business or from the subsequent divestment of the acquired business to meet the Company's expenses. If the acquired business is unable to provide the sufficient amounts to the Company, the Company may be unable to pay its expenses or make distributions and dividends on the Ordinary Shares.

For the further commentary on the Company's risk management policies.

Gender analysis

A split of our employees and directors by gender and average number during the year is shown below:


Male

Female

Directors

2

nil

 

Corporate social responsibility

We aim to conduct our business with honesty, integrity and openness, respecting human rights and the interests of our shareholders and employees. We aim to provide timely, regular and reliable information on the business to all our shareholders and conduct our operations to the highest standards.

We strive to create a safe and healthy working environment for the wellbeing of our staff and create a trusting and respectful environment, where all members of staff are encouraged to feel responsible for the reputation and performance of the Company.

We aim to establish a diverse and dynamic workforce with team players who have the experience and knowledge of the business operations and markets in which we operate. Through maintaining good communications, members of staff are encouraged to realise the objectives of the Company and their own potential.

The Board would like to take this opportunity to thank our shareholders, Board and advisors for their support during the year.

 

 

Section 172 Statement

Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Directors continue to have regard to the interests of the Company's stakeholders, however it should be noted that because Mila is a small "shell" company; with only two directors; no employees and the impacts of its activities is limited. This statement forms part of the strategic report. However, following the successful transaction in November 2021 this will be reconsidered during the current year.

 

When making decisions the Company takes into account the impact of its activities on the community, the environment and the Company's reputation for good business conduct. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its members in the long term.

 

The Directors are fully aware of their responsibilities to promote the success of the Company in accordance with section 172 of the Companies Act 2006. The Board continuously reflects on how the Company engages with its stakeholders and opportunities for enhancement in the future. As required, the Company's external lawyers and the Company Secretary will provide support to the Board to help ensure that enough consideration is given to issues relating to the matters set out in s172(1)(a)-(f).

The Board regularly reviews the Company's principal stakeholders and how it engages with them. This is achieved through information provided by management via Regulatory News Service announcements, Corporate Presentations, and Shareholder Meetings and teleconferences and also by direct engagement with stakeholders themselves.

We aim to work responsibly with our stakeholders, including suppliers. The key Board decisions made in the year and post year end are set out below:

 

Significant events/decisions

Key s172 matter(s) affected

Actions and Consequences

Entered into non-binding Head of Terms with regards to the possible acquisition of the Kathleen Valley Project in Western Australia from NGM.

 

Shareholders and Business Relationships

The consequences of this decision were to allocate capital to the RTO process to fully investigate the suitability of the RTO target.

 

Acquired the Kathleen Valley Project in Western Australia from NGM (3 stage earn in) - post year end

Business Relationships and Shareholders

This decision provides a pathway to acquire an asset, which if successful, should meet the Company's strategy.

 

Fund Raise of £3.5m (excluding costs) - post year end

Business Relationships and Shareholders

This decision provides a pathway to finance the exploration and development of the Kathleen Valley Project asset.

 

 

The Directors are monitoring the environmental position as the project continues and will provide disclosure when appropriate.

 

Finally, to you, our shareholders, thank you for your trust and support. I hope you stay safe and well and I look forward to meeting you face to face at a Company event when our world returns to what will be a 'new normal'.

 

 

This report was approved by the board on 21 December 2021 and signed on its behalf.

 

 

 

 

Mark Stephenson

Chief Executive Officer

 

 

 

 

Statement Of Comprehensive Income

For The Year Ended 30 June 2021

 

 


 

 

Notes

Year ended

30 June 2021
£


Year ended

30 June 2020
£











Administrative expenses


(421,440)


(220,220)

Operating loss


(421,440)


(220,220)

Other Revenue

4

37,500


-

Interest receivable

8

1,553


849

Loss on ordinary activities before taxation

5

(382,387)


(219,371)

Tax on loss on ordinary activities

9

-


-

Loss and total comprehensive loss for the period attributable to the owners of the company


(382,387)


(219,371)






Earnings per share (basic and diluted) attributable to the equity holders (pence)

10

(1.65)


(0.95)

 

 

 

 

The above results relate entirely to continuing activities.

The accompanying notes form part of these financial statements.

 

 

Statement Of Financial Position

For The Year Ended 30 June 2021


 

 

Notes

Year ended

30 June 2021
£


Year ended

30 June 2020
£






CURRENT ASSETS





  Trade and other receivables

11

24,185


23,705

  Cash and cash equivalents

13

329,628


186,316

  Loans receivable

12

-


85,849



353,813


295,870






TOTAL ASSETS


353,813


295,870






CURRENT LIABILITIES





  Trade and other payables

14

178,309


86,671

  Convertible Loan Notes

15

348,692


-

TOTAL LIABILITIES


527,001


86,671






NET ASSETS


(173,188)


209,199






EQUITY





  Share capital

17

232,000


232,000

  Share premium

17

849,300


849,300

  Share based payment reserve

18

4,720


4,720

  Retained loss


(1,259,208)


(876,821)






TOTAL EQUITY


(173,188)


209,199

 

 

The accompanying notes form part of these financial statements.

These financial statements were approved by the Board of Directors on 21 December 2021 and were signed on its behalf by:

 

 

______________________________

Lee Daniels

Executive Director

Company number: 09620350


Statement Of Cashflows

For the Year Ended 30 June 2021

 


 

 

 

Year ended

30 June 2021
£


Year ended

30 June 2020
£






Cash flow from operating activities





Loss for the year


(382,387)


(219,371)

Operating cashflow before working capital movements


(382,387)


(219,371)

Increase in trade and other receivables


(480)


(6,063)

Increase in trade and other payables


91,638


68,926

Interest income


(1,553)


(849)

Interest Expense


8,692


-

Net cash outflow from operating activities


(284,090)


(157,357)






Cash flow from investing activities





Repayment of loan from E-Tech / (Loan to E-tech)


85,849


(85,000)

Interest Income received


1,553


-

Net cash inflow from investing activities


87,402


-






Cash flow from financing activities





Convertible Loan Notes


340,000


-






Net increase / (decrease) in cash and cash equivalents


143,312


(242,357)

Cash and cash equivalents at the beginning of the year


186,316


428,673

Cash and cash equivalents at the end of the year


329,628


186,316

 

 

  There were no material non-cash transactions in the year

 

 

 

 

Statement Of Changes In Equity

For The Year Ended 30 June 2021

 

 



Share Capital

Share Premium

Share Based Payment Reserve

Retained Loss


Total



£

£

£

£


£









Balance at 1 July 2019


232,000

849,300

4,720

(657,450)


428,570

Total comprehensive loss for the year


-

-

-

(219,371)


(219,371)

Balance at 30 June 2020


232,000

849,300

4,720

(876,821)


209,199









Total comprehensive loss for the year


-

-

-

(382,387)


(382,387)


232,000

849,300

4,720

(1,259,208)


(173,188)

 

 

 

 

The accompanying notes form part of these financial statements.

 

 

 

Notes to The Financial Statements

For The Year Ended 30 June 2021

 

 

 

1  GENERAL INFORMATION

Mila Resources Plc (the "Company'') looks to identify potential companies, businesses or asset(s) that will increase shareholder value.

The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales as a public limited company. The Company's registered office is 65 Gresham Street, London, EC2V 7NQ. The Company's registered number is 09620350.

 

2  ACCOUNTING POLICIES

 

2.1  Basis of preparation

 

The Financial Statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") and IFRS Interpretations Committee ("IFRS IC") as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS.

The Financial Statements have been prepared under the historical cost convention. The principal accounting policies are set out below and have, unless otherwise stated, been applied consistently for all periods presented in these Financial Statements. The Financial Statements are prepared in pounds Sterling and presented to the nearest pound.

 

2.2  Going concern

 

The Financial Statements have been prepared under the going concern assumption, which presumes that the Company will be able to meet its obligations as they fall due for at least the next twelve months from the date of the signing of the Financial Statements.

 

The Company had a net cash inflow from operating activities for the year of £143,312 (2020: outflow £242,357) and at 30 June 2021 had cash and cash equivalents balance of £329,628 (2020: £186,316).

Notwithstanding the loss incurred during the year under review, the Directors are confident that the Company will be able to meet its obligations as they fall due for at least the next twelve months as they have recently completed at fund raise of £3.5m, before costs, as part of the transaction to acquire the Kathleen Valley Project. The currently planned exploration expenditure is in the region of £2m, however it should be noted that the exploration expenditure is discretionary and there are no committed exploration costs.

 

The Directors have made enquires and assessed the potential impact of the COVID-19 virus on the

Company. As such, whilst they acknowledge that COVID-19 could continue to have long lasting and significant impacts on the global economy, the Directors believe that the Company has sufficient finance to meet their obligations as they fall due for a period of at least 12 months from the date of approval of the financial statements.

 

2.3  Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Company

 

New standards, amendments to standards and interpretations:

During the financial year, the Company has adopted the following new IFRSs (including amendments thereto) and IFRIC interpretations that became effective for the first time.

 

 

 

Standard

Impact on initial application

Effective date

IFRS 3 (amendments)

IFRS standards (amendments)

Definition of a Business

References to the Conceptual Framework

01 January 2020

01 January 2020

IAS 1 (amendments)

Definition of Material

01 January 2020

IAS 8 (amendments)

Definition of Material

01 January 2020

IFRS 9, IAS 39 and IFRS 7 (amendments)

Interest Rate Benchmark Reform

01 January 2020

IFRS 3 (amendments)

IFRS standards (amendments)

Definition of a Business

References to the Conceptual Framework

01 January 2020

01 January 2020

IFRS 3 (amendments)

IFRS standards (amendments)

Definition of a Business

References to the Conceptual Framework

01 January 2020

01 January 2020

IAS 1 (amendments)

Definition of Material

01 January 2020

IAS 8 (amendments)

Definition of Material

01 January 2020

 

No new standards, amendments or interpretations, effective for the first time for the financial year beginning on or after 1 July 2019 have had a material impact on the Company.

 

Standards issued but not yet effective:

At the date of authorisation of these financial statements, the following standards and interpretations relevant to the Company and which have not been applied in these financial statements, were in issue but were not yet effective.

Standard

Impact on initial application

Effective date

IFRS standards (amendments)

Interest rate benchmark reform

01 January 2021

IFRS 3 (amendments)

Business combinations

01 January 2022

IAS 37 (amendments)

Onerous contracts

01 January 2022

IFRS standards (amendments)

2018-2020 annual improvement cycle

01 January 2022

IAS 16 (amendments)

Proceeds before intended use

01 January 2022

IFRS 17

Insurance Contracts

01 January 2023

IFRS 17 (amendments)

Insurance contracts

01 January 2023

IAS 1 (amendments)

Reclassification of liabilities as current or non-current

01 January 2023

 

The directors do not consider that these standards will impact the financial statements of the Company.

 

2.4  Foreign currency translation

 

The financial information is presented in Sterling which is the Company's functional and presentational currency.

Transactions in currencies other than the functional currency are recognised at the rates of exchange on the dates of the transactions.  At each balance sheet date, monetary assets and liabilities are retranslated at the rates prevailing at the balance sheet date with differences recognised in the Statement of comprehensive income in the period in which they arise.

 

 

 

2.5  Financial instruments

 

Initial recognition

A financial asset or financial liability is recognised in the statement of financial position of the Company when it arises or when the Company becomes part of the contractual terms of the financial instrument.

Classification

Financial assets at amortised cost

 

The Company measures financial assets at amortised cost if both of the following conditions are met:

 

(1)  the asset is held within a business model whose objective is to collect contractual cash flows; and

 

(2)  the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital.

 

Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

 

Financial liabilities at amortised cost

 

Financial liabilities measured at amortised cost using the effective interest rate method include current borrowings and trade and other payables that are short term in nature. Financial liabilities are derecognised if the Company's obligations specified in the contract expire or are discharged or cancelled.

 

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate ("EIR"). The EIR amortisation is included as finance costs in profit or loss. Trade payables other payables are non-interest bearing and are stated at amortised cost using the effective interest method.

 

  Derecognition

 

A financial asset is derecognised when:

 

(1)  the rights to receive cash flows from the asset have expired, or

 

(2)  the Company has transferred its rights to receive cash flows from the asset or has undertaken the commitment to fully pay the cash flows received without significant delay to a third party under an arrangement and has either (a) transferred substantially all the risks and the assets of the asset or (b has neither transferred nor held substantially all the risks and estimates of the asset but has transferred the control of the asset.

 

Impairment

 

The Company recognises a provision for impairment for expected credit losses regarding all financial assets. Expected credit losses are based on the balance between all the payable contractual cash flows and all discounted cash flows that the Company expects to receive. Regarding trade receivables, the Company applies the IFRS 9 simplified approach in order to calculate expected credit losses. Therefore, at every reporting date, provision for losses regarding a financial instrument is measured at an amount equal to the expected credit losses over its lifetime without monitoring changes in credit risk. To measure expected credit losses, trade receivables and contract assets have been grouped based on shared risk characteristics.

 

Trade and other receivables

 

Trade and other receivables are initially recognised at fair value when related amounts are invoiced then carried at this amount less any allowances for doubtful debts or provision made for impairment of these receivables.

 

Cash and cash equivalents

 

Cash and cash equivalents comprise cash at bank and in hand and are subject to an insignificant risk of changes in value.

 

Trade payables

 

These financial liabilities are all non-interest bearing and are initially recognised at the fair value of the consideration payable.

 

2.6  Equity

Share capital is determined using the nominal value of shares that have been issued.

The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax benefits.

Equity-settled share-based payments are credited to a share-based payment reserve as a component of equity until related options or warrants are exercised or lapse.

Retained losses includes all current and prior period results as disclosed in the  statement of comprehensive income.

 

2.7  Share-based payments

 

The Company has issued warrants to the initial investors and certain counter parties and advisers.

Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at date of grant. The fair value so determined is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions. Fair value is measured using the Black Scholes pricing model. The key assumption used in the model have been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

 

2.8  Taxation

 

Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the income statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

 

2.9  Critical accounting judgements and key sources of estimation uncertainty

 

In the process of applying the entity's accounting policies, management makes estimates and assumptions that have an effect on the amounts recognised in the financial information. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. The Directors consider that there are no critical accounting judgements or key sources of estimation uncertainly relating to the financial information of the Company.  Following the successful Kathleen Valley transaction, the directors expect that there will be a need for critical accounting judgements or key sources of estimation uncertainly relating to the financial information of the Company.

 

2.10  Earnings per share

 

Basic earnings per share is calculated as profit or loss attributable to equity holders of the parent for the period, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element. The diluted profit per share has been kept the same as the basic profit per share because the 11,425,000 warrants in issue were out of the money at 30 June 2021 and as a result have not been included in the weighted average number of shares number.

 

2.11  Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.

The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board as a whole.

All operations and information are reviewed together so that at present there is only one reportable operating segment.

 

3.  SEGMENT REPORTING

 As identifying and assessing investment projects is the only activity the Company is involved in and is therefore considered as the only operating/reporting segment, i.e. Mila Resources PLC. Therefore, the financial information of the single segment is the same a set out in the statement of comprehensive income and statement of financial position.

 

4.  OTHER INCOME

In March 2019, the Company aborted a proposed reverse takeover acquisition for the entire share capital of Capital Metals Limited ("CML"). On the 13th of March 2019, the Company and CML entered into an agreement where CML offered to make a contribution towards Mila's costs incurred in relation to the aborted transaction for an amount of £37,500 should CML either list on any stock exchange or sell its entire issued share capital. During the year, CML listed on the London Stock exchange triggering the payment of £37,500 to the Company

 

 

 

5.  OPERATING LOSS

This is stated after charging:


 

 

 

2021
£


2020
£






Auditor's remuneration





audit of the Company


16,500


16,000

Directors' remuneration


80,356


48,000

Stock exchange and regulatory expenses


55,597


36,142

Other expenses


268,987


120,078

Operating expenses


421,440


220,220

 

 

 

6.  AUDITOR'S REUMERATION


 

 

 

2021
£


2020
£






Fees payable to the Company's current auditor:

-  audit of the Company's financial statements

 


 

16,000

 

 


16,000

 

 

7.  DIRECTORS AND STAFF COSTS

During the year the only staff of the Company were the Directors and as such key management personnel. Management remuneration, other benefits supplied and social security costs to the Directors during the year was as follows:

 


 

 

 

2021
£


2020
£






Salaries


80,356


48,000

 

 

 

8.  INTEREST RECEIVABLE


 

 

 

2021
£


2020
£






Interest due on Loan to E-Tech


1,553


849

 

 

9.  TAXATION


 

 

 

2021
£


2020
£

The charge / credit for the year is made up as follows:





Current tax


-


-

Deferred tax


-


-






Taxation charge / credit for the year


-


-

 

 

A reconciliation of the tax charge / credit appearing in the income statement to the tax that would result from applying the standard rate of tax to the results for the year is:

 

 

Loss per accounts


(382,387)


(219,371)

Tax credit at the standard rate of corporation tax in the UK of 19% (2020: 19%)


(72,654)


(41,680)

Impact of costs disallowed for tax purposes


-


74

Deferred tax in respect of temporary differences


-


-

Impact of unrelieved tax losses carried forward


72,654


41,606



-


-

Estimated tax losses of £1,199,505 (2020: £817,118) are available for relief against future profits and a deferred tax asset of £227,906 (2020: £155,252) has not been provided for in the accounts due to the uncertainty of future profits.

Factors affecting the future tax charge

The standard rate of corporation tax in the UK is 19%. Accordingly, the Company's effective tax rate for the period was 19% (2020: 19%). As announced in the Spring Budget 2021, the rate of corporation tax will increase from April 2023 to 25% on Profits over £250,000. The 19% rate will continue to apply where profits are below £50,000.

10.  EARNINGS PER SHARE

The calculation of the earnings per share is based on the loss for the financial period after taxation of £382,387 (2020: loss £219,371) and on the weighted average of 23,200,000 (2020: 23,200,000) ordinary shares in issue during the period.

The warrants outstanding at 30 June 2021 and 30 June 2020 are considered to be non-dilutive in that their conversion into ordinary shares would not increase the net loss per share. Consequently, there is no diluted earnings per share to report for the period.

 

11.  TRADE AND OTHER RECEIVABLES


 

 

 

2021
£


2020
£






Prepayments and other receivables


24,185


23,705



24,185


23,705











 

The Directors consider that the carrying value amount of trade and other receivables approximates to their fair value. 

 

12.  OTHER CURRENT ASSETS


 

 

 

2021
£


2020
£






  Loan to E-Tech Metals Limited


-


85,849



-


85,849

 

The Loan to E-Tech Metals ('E-Tech') Limited was a secured loan that was provided to allow E-Tech to fund its working capital requirements through the RTO process. When E-Tech terminated the discussions, the loan was called in and was subsequently repaid in full in November 2020. The loan facility was issued on the 18th of March 2020 at an interest rate of 5.1%. Interest recognised in the year ending 30 June 2021 was £1,553 (2020: £849)

The Directors consider that the carrying value amount of trade and other receivables approximates to their fair value. 

 

13.  CASH AND CASH EQUIVALENTS


 

 

 

2021
£


2020
£






Cash at bank


329,628


186,316



329,628


186,316

 

Cash at bank comprises balances held by the Company in current bank accounts. The carrying value of these approximates to their fair value.

 

14.  TRADE AND OTHER PAYABLES

 


 

 

 

2021
£


2020
£






Trade payables


43,038


16,087

Accruals and other payables


135,272


70,584



178,309


86,671

 

Trade payables and accruals principally comprise amounts outstanding in respect of costs incurred in the Company's endeavours to find a suitable target and execute a relating transaction.

 

15.  CONVERTIBLE LOAN NOTES

On 29 December 2020, the Company entered into a Loan Note Instrument for the issuance of £340,000 of loan notes ("Mila Loan Notes"). The maturity date of the Mila Loan Notes was six months from the date of issue Alternatively, the Mila Loan Notes automatically convert on the date immediately prior to Readmission or are automatically redeemed on a Change of Control. The conversion price of the Mila Loan Notes is 75% of the placing price (per ordinary share) of the equity fund raise that would be conducted concurrently with the acquisition of the proposed transaction. The interest payable on the Mila Loan Notes is 6% per annum and the instrument is governed by the law of England and Wales.

16.  DEFERRED TAXATION

No deferred tax asset has been recognised by the Company due to the uncertainty of generating sufficient future profits and tax liability against which to offset the tax losses. Note 9 above sets out the estimated tax losses carried forward 

 

 

 

 

17.  SHARE CAPITAL / SHARE PREMIUM



Number of shares on issue

Share capital  £

Share premium £

Total 

£







Balance as at 1 July 2019


23,200,000

232,000

849,300

1,081,300







Balance as at 30 June 2020


23,200,000

232,000

849,300

1,081,300













Balance as at 30 June 2021


23,200,000

232,000

849,300

1,081,300

 

The Company has only one class of share. All ordinary shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital.

At 30 June 2021, there were warrants and options over 11,425,000 unissued ordinary shares (2020: 15,825,000). Details of the warrants outstanding are as follows:

 

Issued

Exercisable from

Expiry date

Number outstanding

Exercise price

12 September 2016

From date of issue

31 December 2022

350,000

£0.05

26 September 2016 *

7 October 2016

31 December 2022

11,075,000

£0.10









11,425,000


 

* The warrants were issued conditional upon the Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities which occurred on 7 October 2016.

During the year Mila announced that it has amended the terms of certain warrants granted at the time of its IPO on 7 October 2016 by extending the life of certain warrants. The series 1 warrants granted to the founders will expire on 31 December 2020 as scheduled. The revised expiry date did not lead to a material change in the fair value of these warrants.

 

 

Warrant Amendments

Warrant

Current terms

Revised terms

Series 1 (Founders)

Exercise price of 5p and due to expire on 31 December 2020

No revision - lapsed on 31 December 2020

Series 2

Exercise price of 5p and due to expire on 31 December 2020

Expiration extended 31 December 2022

IPO Investors

Exercise price of 10p and due to expire on 31 December 2020

Expiration extended to 31 December 2022

 

 

The Directors held the following warrants at the beginning and end of the year:

Director

At 30 June 2020

Expired during the year

At 30 June 2021

Exercise price

Earliest date of exercise

Latest date of exercise

 








 

M Stephenson

1,200,000

1,200,000

-

£0.05

16 Oct 2016

20 Dec 2020

 














1,200,000

1,200,000

-




 

 

The market price of the shares at year end was £0.026 per share.

During the year, the minimum and maximum prices were £0.016 and £0.026 per share respectively.

 

18.  SHARE BASED PAYMENT RESERVE


 

 

 

2021
£


2020
£

At 1 July


4,720


4,720

Share based payments expense recognised during the period


-


-






At 30 June


4,720


4,720

 

The Company did not issue any warrants during the current or prior year, however did extend the expiry date of the existing warrants, see note 17. The warrant extension does not impact on the share-based payment reserve.

 

 

Number

  Fair Value   

Weighted average exercise price

At 1 July 2019

 

15,825,000

4,720

£0.085

Balance at 30 June 2020

 

15,825,000

4,720

£0.085

Expired during the year

 

4,400,000

-

£0.05

Balance at 30 June 2021

 

11,425,000

4,720

£0.098

 

 

 

The warrants outstanding at the year-end have a weighted average remaining contractual life of 1.5 years. The exercise prices of the warrants are £0.05 and £0.10 per share.

 

19.  CAPITAL COMMITMENTS

There were no capital commitments at 30 June 2020 and 30 June 2021

 

20.  CONTINGENT LIABILITIES

There were no contingent liabilities at 30 June 2020 and 30 June 2021

 

21.  COMMITMENTS UNDER OPERATING LEASES

There were no commitments under operating leases at 30 June 2020 and 30 June 2021

 

22.  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company's financial instruments comprise primarily cash and various items such as trade debtors and trade payables which arise directly from operations. The main purpose of these financial instruments is to provide working capital for the Company's operations. The Company does not utilise complex financial instruments or hedging mechanisms.

Financial assets by category


 

 

 

2021
£


2020
£

Current Assets:





  Trade and other receivables (excluding prepayments)


-


-

  Cash and cash equivalents


329,628


186,316

  Loan to E-Tech Metals Limited


-


85,849






Categorised as financial assets at amortised cost


329,628


272,165

 

 

The Loan to E-Tech Metals ('E-Tech') Limited was a secured loan that was provided to allow E-Tech to fund its working capital requirements through the RTO process. When E-Tech terminated the discussions, the loan was called in and repaid in full in November 2020.

 

Financial liabilities by category


 

 

 

2021
£


2020
£

Current Liabilities:





  Trade and other payables


43,097


16,113

  Convertible Loan Notes


348,692


-






Categorised as financial liabilities measured at amortised cost


391,789


16,113

 

 

All amounts are short term and payable in 0 to 6 months.

 

Credit risk

The maximum exposure to credit risk at the reporting date by class of financial asset was:


 

 

 

2021
£


2020
£

  Loan to E-Tech Metals Limited


-


85,849



-


85,849

 

Capital management

The Company considers its capital to be equal to the sum of its total equity. The Company monitors its capital using a number of key performance indicators including cash flow projections, working capital ratios, the cost to achieve development milestones and potential revenue from partnerships and ongoing licensing activities.

The Company's objective when managing its capital is to ensure it obtains sufficient funding for continuing as a going concern. The Company funds its capital requirements through the issue of new shares to investors.

Interest rate risk

The maximum exposure to interest rate risk at the reporting date by class of financial asset was:



2021
£


2020
£

  Bank balances


329,628


186,316

 

The Company is not financially dependent on the income earned on these resources and therefore the risk of interest rate fluctuations is not significant to the business and the Directors have not performed a detailed sensitivity analysis.

All deposits are placed with main clearing banks, with 'A' ratings, to restrict both credit risk and liquidity risk. The deposits are placed for the short term, between one and three months, to provide flexibility and access to the funds.

Credit and liquidity risk

Credit risk is managed on a Company basis. Funds are deposited with financial institutions with a credit rating equivalent to, or above, the main UK clearing banks. The Company's liquid resources are invested having regard to the timing of payment to be made in the ordinary course of the Company's activities. All financial liabilities are payable in the short term (between 0 to 3 months) and the Company maintains adequate bank balances to meet those liabilities.

 

Currency risk

The Company operates in a global market with income and costs possibly arising in a number of currencies. The majority of the operating costs are incurred in £GBP. The Company does not hedge due to the Company incurring very few foreign currency denominated costs and thus the cost and time taken to hedge would be far greater than the benefit. The Company did not have foreign currency exposure at year end.

 

23.  RELATED PARTY TRANSACTIONS

Key management personnel compensation

The Directors are considered to be key management personnel. Detailed remuneration disclosures are provided in the remuneration report on pages 19 - 21.

Amounts due from/to related parties

There were amounts due to directors totalling £11,954 as at 30 June 2021 (2020: £11,954). No amounts were due from directors as at 30 June 2021 (2020: £Nil). Mark Stephenson, subscribed to £50,000 of the convertible loan notes disclosed in note 15. As at 30 June 2021 the balance due, to Mark Stephenson, in relation to this convertible loan note, including the accrued interest, was £51,192.

There were no other related party transactions.

 

24.  EVENTS SUBESQUENT TO YEAR END

 

Acquired initial 30% interest in the Kathleen Valley gold Project (as part of a 3 stage earn in)

For further details see the Statement from the Board on page 4 of this Report

 

Successful equity fund raising of £3.5m (excluding costs)

Following the fund raise the Company had the following in issue; Ordinary Shares 306,331,057 (2020: 23,200,000); Warrants 253,689,111 (2020: 11,425,000). For further details see the Statement from the Board on page 4 of this Report

Appointment of two Directors

Mr Neil Hutchinson - Executive Director.  Mr Lindsay Mair - Non - Executive Director

For further details see the Statement from the Board on page 5 of this Report.

 

Readmission to Trading

On the 22nd of November the Company's entire share capital, being 306,331,057 ordinary shares of £0.01 each ("Ordinary Shares") was readmitted to the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's Main Market for listed securities. For further details see the Statement from the Board on page 5 of this Report.

 

Investor IPO Warrants 2016 (11,075,000) exercise price reduced from £0.10 to £0.048

 

The IPO Warrants in issue at the end of 30 June 2021 have had their exercise price changed from 10p to 4.8p as announced in the prospectus for the Kathleen Valley transaction.

 

Series 2 Warrants 2016 (350,000) exercise price reduced from £0.05 to £0.048

 

The Series 2 Warrants in issue at the end of 30 June 2021 have had their exercise price changed from 5p to 4.8p as announced in the prospectus for the Kathleen Valley transaction.

 

Company Convertible Loan Notes

The Convertible Loan notes in existence on the 30th of June 2021 have all been fully converted to ordinary shares as part of the successful Kathleen Valley transaction and in accordance with the terms of the Convertible Loan Note Instrument.

 

Announcement - Drilling under way

One the 3rd of December the Company announced details of the drilling programme underway. For further details on the future drilling programme, please see the Corporate Presentation on the Company's Web site www.milaresources.com . This Operational update was communicated to the market via RNS on the 26th of November 2021.

 

EMI Option Scheme

 

On the 10th of December the Company announced that it had established the EMI share option scheme (the "EMI Options") as outlined in the prospectus dated 29 October 2021("Prospectus").

 

The newly established EMI share option scheme has granted options to two directors over 6,000,000 ordinary shares of 0.1 pence each in the capital of the Company which represents 2.0 per cent. of the issued share capital of the Company.

 

  The EMI Options will vest immediately and have an exercise price of 2.4p with a 5-year exercise period. The exercise price is with reference to the placing and subscription at the time of publishing the Prospectus. Of the total EMI Options granted in this tranche, 2,500,000 have been granted to Lee Daniels, Chief Financial Officer and 3,500,000 have been granted to Mark Stephenson, Executive Chairman. No other EMI Options exist in the Company.

 

 

25.  CONTROL

In the opinion of the Directors there is no single ultimate controlling party.

 

**ENDS**

 

For more information visit www.milaresources.com or contact:

 

Mark Stephenson

Mila Resources Plc

 

info@milaresources.com

Jonathan Evans

Brandon Hill Capital Limited

 

+44 (0) 20 3463 5000

Nick Emerson

SI Capital

 

+44 (0) 20 3143 0600

Susie Geliher

St Brides Partners Limited

+44 (0) 20 7236 1177

 

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