2022 Final Results and AGM
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Firering Strategic Minerals plc / EPIC: FRG / Market: AIM / Sector: Mining
30 June 2023
Firering Strategic Minerals plc
("Firering" or "the Company")
2022 Final Results and AGM
Firering Strategic Minerals plc, an exploration company focusing on critical minerals, is pleased to announce its Final Results for the year ended 31 December 2022. The Company also gives notice that its Annual General Meeting ('AGM') will be held at Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW on 27 July 2023 at 10.30am BST. The Notice of AGM will be sent to shareholders and the Notice of AGM and Accounts will be made available to download later today from the Company's website www.fireringplc.com.
Operational Highlights
· Completion of Phase I Diamond drilling ('DD') campaign of 3,027m drilled over 19 holes:
o Pegmatite intersected in all 19 drill holes.
o Visual identification of lithium mineralisation in 18 of the 19 drill holes
· Assay Results from DD campaign included stand out drilling intercepts of:
o 64m at 1.24% Li2O from 76m in hole TVDD0004, including:
§ 27m at 2.13% Li2O from 76m
§ 4.06% Li2O, the highest individual sample assay grade.
o 15m at 0.59% Li2O from 37m in hole TVDD0003, including:
§ 4m at 1.95% Li2O from 45m.
o 25m at 1.39% Li2O from 77m in hole TVDD0018, including:
§ 18m at 1.85% Li2O from 80m.
o 7m at 1.33% Li2O from 60m in hole TVDD0019.
o 21m at 0.73% Li2O from 72m in hole TVDD0019, including:
§ 7m at 1.65% Li2O from 73m.
Corporate Highlights
· Secured up to US$18.6 million investment from Ricca Resources Ltd ("Ricca") to fund the advancement of the Atex Project and adjacent Alliance licence in Côte d'Ivoire.
o Upfront US$1m cash consideration received from Ricca
o US$0.6m of Ricca shares to be provided to Firering on Ricca IPO on ASX planned for H2 2023
o Ricca to complete a four stage earn-in of up to 50% of the Project through the funding of up to US$17m with the aim of achieving a Definitive Feasibility Study ("DFS") on Atex.
Post period Highlights
· Agreement between Firering and Atex dated 31 March 2023: Firering acquired 13% of the issued share capital of Atex for €258,484 increasing its stake from 77% to 90%
· Phase II exploration work together with Ricca commenced with a large-scale soil sampling programme completed in June 2023:
o A total of 14,116 soil samples completed and six high-priority soil anomalies identified
o Several lithium in soil anomalies occurred adjacent to and along similar orientations to the Spodumene Hill lithium occurrence where previous drilling returned significant intersections, including 64m at 1.24% Li2O and 25m at 1.39% Li2O
· Based on the successful outcomes of the large-scale soil sampling campaign we will shortly commence a planned c.11,000m Auger drilling programme which we expect will be followed by Reverse Circulation ("RC") drilling campaign in H2 2023
Commenting on the results Yuval Cohen, CEO of Firering said:
"There have been several operational highlights during the year, including the completion of the Phase I diamond drilling campaign where we successfully drilled 19 drill holes with pegmatites intersected in all 19 holes drilled and visible lithium mineralisation present in 18 out of the 19 holes. This was followed by some stand out drilling intercepts 64m at 1.24% Li2O which greatly increased our understanding of the scale and potential of the Atex project.
"In November 2022, we were delighted to announce our partnership with Ricca Resources and their US$18.6 million investment, which will allow us to accelerate the project to DFS stage at a time when continued demand for lithium, driven by the EV revolution and transition to net zero, remains buoyant.
"Post period, the Company announced the start of Phase II of our large-scale exploration programme which commenced with a comprehensive soil sampling programme at Atex, in partnership with Ricca and we look forward to updating the market on our planned 11,000m auger drilling to commence imminently."
** ENDS **
For further information, visit www.fireringplc.com or contact the following:
|
Firering Strategic Minerals Yuval Cohen
|
Tel: +44 20 7236 1177 |
|
SPARK Advisory Partners Limited Nominated Adviser Neil Baldwin / James Keeshan / Adam Dawes |
Tel: +44 20 3368 3550
|
|
Optiva Securities Limited Broker Christian Dennis / Daniel Ingram |
Tel: +44 20 3137 1903 |
|
St Brides Partners Limited Financial PR Ana Ribeiro / Susie Geliher /Isabelle Morris |
T: +44 20 7236 1177 |
Chairman's Statement
I am pleased to present the Annual Report of Firering Strategic Minerals plc for the year ended 31 December 2022.
2022 has been an excellent year for Firering as it continued to advance its exploration programme at its flagship project - the Atex project in Côte d'Ivoire - with a view of establishing a maiden Lithium resource and progressing our plan to commence pilot scale production of ethical tantalum and niobium.
To this end, and in an announcement that validates our own belief in the potential of the Atex Lithium-Tantalum project to become a leading supplier of lithium, we were thrilled to secure an investment of up to US$18.6 million from Ricca , an Australian diversified minerals company which was formerly part of AIM and ASX-quoted Atlantic Lithium Limited to advance the Atex project and adjacent Alliance exploration license in Côte d'Ivoire.
This agreement will enable the exploration of the project and secure funding for its development pathway, including a maiden Mineral Resource Estimate ("MRE") and feasibility studies, in partnership with Ricca. The aim is to achieve a Definitive Feasibility Study ("DFS") on the Project, with Ricca completing a four-stage earn-in of up to 50% of the Project through the funding of up to US$17m, with the potential for an additional US$2m to be funded if the JORC inferred Mineral Resource Estimate surpasses 20Mt @ 1.0% Li2O. Any additional expenditure beyond the earn-in funding amounts to be spent on the Project will be funded equally between Ricca and Firering. Firering's partnership with Ricca will help to realize the potential of the Atex Lithium-Tantalum Project as Côte d'Ivoire's first lithium mine. With our combined expertise and Ricca's investment, we can accelerate the exploration pathway, reduce funding risk through studies, and bring the project towards production while lowering capital costs. Ricca's management team, with their extensive experience in West Africa and lithium, will provide valuable support. This agreement is a great outcome for Firering and Ricca shareholders and stakeholders in Côte d'Ivoire, and we look forward to working together to fast-track the Project amid surging demand for lithium. In November 2022 we announced that we had received the upfront consideration payment of US$1 million from Ricca Resources Limited.
It is worth noting that the agreement with Ricca would not have taken place had it not been for the excellent work of our Board, management team and technical team on the ground who have worked tirelessly to increase the understanding of the mineralisation of the project whilst entering into key strategic agreements.
Looking back to the first half of 2022, and in line with our strategy to focus on critical metals, on 15 March 2022 we announced the acquisition of the Toura nickel-cobalt licence application situated in western Côte d'Ivoire. Nonetheless, our primary exploration focus for the rest of the year remained on progressing the Atex project. The year commenced positively, with the receipt of all assay results from our auger drilling campaign in the Atex licence region by early April 2022. These outcomes confirmed the presence of the identified lithium pegmatites as per the regional mapping exercise, which was a critical milestone in our decision to accelerate our exploration activities. Subsequently, we engaged FOREMI as our diamond drilling contractor to carry out our diamond drilling programme. The first half of the year was a pivotal period for Firering, as it endeavoured to deliver our strategic and operational objectives while maximizing the value of our flagship Atex dual Lithium-Tantalum Project.
This momentum continued through into the second half of the reporting period, in July 2022, we commenced Phase I Diamond Drilling ("DD") campaign, successfully completing 19 DD holes targeting potential Li-bearing pegmatites for a total of 3,039m of drilling at the Atex licence area. Pegmatites were intersected in all 19 holes drilled to that date, with visible lithium mineralisation present in 18 out of the 19 holes. Additionally, a potential new pegmatite field was identified in the NNW of the Atex licence area. Firering demonstrated its commitment to the local community by funding the drilling of an additional water borehole at Touvré, a local village with limited access to clean water. Furthermore, the Company increased its stake in the Atex Lithium-Tantalum Project from 51% to 77% in line with its strategy to develop Atex to supply the increasing demand for ethically sourced critical minerals required for Net Zero transition.
Throughout 2022, we achieved several significant milestones with respect to our operational advancements and drilling initiatives. Notably, the conclusive assay results obtained from the maiden scout diamond drill programme at Atex confirmed the existence of lithium within our pegmatite system and provided valuable insights into the broader Atex licence region.
As mentioned above, we announced the final set of assay results from our maiden scout diamond drill programme at the Atex Lithium-Tantalum Project in Côte d'Ivoire which show significant intercepts of lithium. Among the significant intercepts of Phase I scout drilling is one exceptional intercept of 64m at 1.24% Li2O in hole TVDD0004, which was among the world's top five drill hits in October. The final assay results have revealed additional significant intercepts, such as 25m grading 1.39% Li2O. These results confirmed the existence of lithium-bearing pegmatites beneath the visible surface, and laboratory assays confirmed visible spodumene interceptions in several drill holes, demonstrating the potential for Atex to become a significant lithium resource in West Africa.
Post period, the Company announced the start of Phase II of our large-scale exploration programme which commenced with a comprehensive soil sampling programme at Atex, in partnership with Ricca. A total of 14,116 soil samples completed and six high-priority soil anomalies identified. Several lithium in soil anomalies occur adjacent to and along similar orientations to the Spodumene Hill lithium occurrence where previous drilling returned significant intersections, including 64m at 1.24% Li2O and 25m at 1.39% Li2O. The very promising outcomes from the soil programme have greatly assisted in determining new targets for a c.11,000m Auger drilling programme which will commence imminently and we expect this will be followed by Reverse Circulation ("RC") drilling campaign in H2 2023.
Later in Q1 2023, we announced that the Company increased its stake in the Atex Lithium Tantalum Project in Côte d'Ivoire to 90%. This acquisition comes as a result of an existing option shares agreement between the Company and Atex, in which Firering acquired 13% of the issued share capital of Atex, increasing our stake from 77% to 90%. The consideration for the acquisition was split between Firering and Ricca. This transaction is aligned with our strategy to focus on critical minerals and to develop Atex to meet the rising demand for ethically sourced minerals needed for the Net Zero transition.
I am thrilled to witness the positive progress made by the Company, the success of the past year is undoubtedly the result of a highly experienced and committed team that deserves commendation. It is their tireless efforts that have led to such remarkable achievements, and I am confident that this momentum will continue through 2023 and beyond as we advance our flagship Atex project.
With several ongoing field programmes, I am optimistic that the team will make even more strides in 2023. The Company's commitment to excellence and its relentless pursuit of critical minerals are a testament to its unwavering mission to provide ethically sourced minerals to meet the demand of lithium as the world transitions to Net Zero by 2050.
Youval Rasin
Non-Executive Chairman
Extracts of the 2022 Consolidated Financial Statements are set out below.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
|
|
|
|
31 December |
||
|
|
|
|
|
2022 |
|
2021 |
|
|
|
Note |
|
Euros in thousands |
||
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
1,184 |
|
3,384 |
|
Other receivables |
|
- |
|
32 |
|
30 |
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
1,216 |
|
3,414 |
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS |
|
|
|
|
|
|
|
Other receivables |
|
19 |
|
637 |
|
- |
|
Investment in joint venture |
|
19 |
|
2,073 |
|
- |
|
Intangible assets |
|
7 |
|
1,276 |
|
2,073 |
|
Property, plant and equipment |
|
8 |
|
166 |
|
305 |
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
|
4,152 |
|
2,378 |
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
5,368 |
|
5,792 |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
|
|
|
|
31 December |
||
|
|
|
|
|
2022 |
|
2021 |
|
|
|
Note |
|
Euros in thousands |
||
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
Trade payables |
|
|
|
61 |
|
150 |
|
Other payables |
|
20 |
|
451 |
|
102 |
|
Capital note |
|
17 |
|
214 |
|
214 |
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
726 |
|
466 |
|
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES |
|
|
|
|
|
|
|
Accrued severance pay, net |
|
|
|
8 |
|
8 |
|
Capital notes |
|
10 |
|
565 |
|
514 |
|
Loan from non-controlling interest in subsidiary |
|
11 |
|
103 |
|
92 |
|
Liability to non-controlling interest in subsidiary |
|
6 |
|
- |
|
130 |
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
|
676 |
|
744 |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
1,402 |
|
1,210 |
|
|
|
|
|
|
|
|
|
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY |
|
12 |
|
|
|
|
|
Share capital |
|
|
|
87 |
|
87 |
|
Share premium |
|
|
|
6,967 |
|
6,878 |
|
Warrants |
|
|
|
20 |
|
20 |
|
Accumulated deficit |
|
|
|
(3,057) |
|
(2,973) |
|
Capital reserve |
|
|
|
(51) |
|
327 |
|
|
|
|
|
3,966 |
|
4,339 |
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
|
- |
|
243 |
|
|
|
|
|
|
|
|
|
Total equity |
|
|
|
3,966 |
|
4,582 |
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
|
5,368 |
|
5,792 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
Year ended 31 December |
||
|
|
|
Note |
|
2022 |
|
2021 |
|
|
|
|
|
Euros in thousands (except per share amounts) |
||
|
|
|
|
|
|
|
|
|
Gain on earn-in arrangement |
|
19 |
|
1,614 |
|
- |
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
13 |
|
(1,504) |
|
(929) |
|
|
|
|
|
|
|
|
|
Operating profit (loss) |
|
|
|
110 |
|
(929) |
|
|
|
|
|
|
|
|
|
Financial expenses |
|
14 |
|
(290) |
|
(1,373) |
|
|
|
|
|
|
|
|
|
Loss before taxes on income |
|
|
|
(180) |
|
(2,302) |
|
|
|
|
|
|
|
|
|
Taxes on income |
|
15 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
(180) |
|
(2,302) |
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
- |
|
- |
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
(180) |
|
(2,302) |
|
|
|
|
|
|
|
|
|
Net loss attributable to: |
|
|
|
|
|
|
|
Equity holders of the Company |
|
|
|
(84) |
|
(2,276) |
|
Non-controlling interests |
|
|
|
(96) |
|
(26) |
|
|
|
|
|
(180) |
|
(2,302) |
|
|
|
|
|
|
|
|
|
Total comprehensive loss attributable to: |
|
|
|
|
|
|
|
Equity holders of the Company |
|
|
|
(84) |
|
(2,276) |
|
Non-controlling interests |
|
|
|
(96) |
|
(26) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(180) |
|
(2,302) |
|
|
|
|
|
|
|
|
|
Loss per share (euro) - basic and diluted |
|
16 |
|
(0.00) |
|
(0.06) |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
|
|
Attributable to equity holders of the Company |
|
|
|
|
|
Non |
|
|
|
|||||||||||||||||||||||||
|
|
|
Share capital |
|
Share Premium |
|
Warrants |
|
Shares to be issued |
|
Reserves (*) |
|
Accumulated deficit |
|
Total |
|
-controlling interests |
|
Total Equity |
|
|||||||||||||||||
|
|
|
Euros in thousands |
|
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
As of 1 January 2021 |
|
1 |
|
- |
|
- |
|
50 |
|
|
|
(697) |
|
(646) |
|
90 |
|
(556) |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Loss for the period |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(2,276) |
|
(2,276) |
|
(26) |
|
(2,302) |
|
|||||||||||||||||
|
Issuance of shares (Note 12) |
|
71 |
|
3,962 |
|
20 |
|
(50) |
|
- |
|
- |
|
4,003 |
|
- |
|
4,003 |
|
|||||||||||||||||
|
Conversion to equity of convertible loan notes (Note 10) |
|
15 |
|
2,216 |
|
- |
|
- |
|
- |
|
- |
|
2,231 |
|
- |
|
2,231 |
|
|||||||||||||||||
|
Share-based compensation (Note 12) |
|
- |
|
700 |
|
- |
|
- |
|
|
|
- |
|
700 |
|
- |
|
700 |
|
|||||||||||||||||
|
Contribution to equity (Note 11) |
|
- |
|
- |
|
- |
|
- |
|
327 |
|
|
|
327 |
|
31 |
|
358 |
|
|||||||||||||||||
|
Non-controlling interests arising from initially consolidated subsidiary (Note 6) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
148 |
|
148 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
As of 31 December 2021 |
|
87 |
|
6,878 |
|
20 |
|
- |
|
327 |
|
(2,973) |
|
4,339 |
|
243 |
|
4,582 |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Profit (Loss) for the period |
|
|
|
|
|
|
|
|
|
|
|
)84) |
|
(84) |
|
(96) |
|
(180) |
||||||||||||||||||
|
Acquisition of non-controlling interests (Note 12) |
|
- |
|
89 |
|
- |
|
- |
|
(378) |
|
- |
|
(289) |
|
(31) |
|
(320) |
|
|||||||||||||||||
|
Change in Non-controlling interests arising from deconsolidation (Note 6) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(116) |
|
(116) |
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
As of 31 December 2022 |
|
87 |
|
6,967 |
|
20 |
|
- |
|
(51) |
|
(3,057) |
|
3,966 |
|
- |
|
3,966 |
|
|||||||||||||||||
(*) See Note 12d for details of reserves.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Year ended 31 December |
||
|
|
|
2022 |
|
2021 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
(180) |
|
(2,302) |
|
Adjustments to the profit or loss items: |
|
|
|
|
|
|
|
|
|
|
|
Gain on earn-in arrangement |
|
(977) |
|
- |
|
Depreciation |
|
47 |
|
151 |
|
Share-based compensation |
|
- |
|
700 |
|
Accrued interest on convertible loan notes |
|
- |
|
111 |
|
Change in fair value of conversion option of convertible loan notes |
|
- |
|
669 |
|
Accrued interest on capital note and on loan from non-controlling interest |
|
75 |
|
17 |
|
Increase in other receivables |
|
(147) |
|
(29) |
|
Increase in non- current other receivables |
|
(637) |
|
- |
|
Increase (decrease) in trade payables |
|
(89) |
|
145 |
|
Increase (decrease) in other payables |
|
369 |
|
(156) |
|
Increase in severance pay |
|
- |
|
8 |
|
|
|
(1,359) |
|
1,616 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
(1,539) |
|
(686) |
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
Net cash outflow from acquisition of subsidiaries |
|
- |
|
(289) |
|
Proceeds from sale of control rights in subsidiaries |
|
977 |
|
- |
|
Decrease in cash upon deconsolidation of subsidiaries, net |
|
(33) |
|
- |
|
Additions to property, plant and equipment |
|
(20) |
|
(142) |
|
Additions to intangible assets |
|
(1,265) |
|
(863) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
(341) |
|
(1,294) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
Cash paid for acquisition of non-controlling interest |
|
(320) |
|
- |
|
Issuance of shares |
|
- |
|
4,004 |
|
Proceed of loans from shareholders |
|
- |
|
254 |
|
Proceeds from the issue of convertible loans |
|
- |
|
726 |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
(320) |
|
4,984 |
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
(2,200) |
|
3,004 |
|
Cash and cash equivalents at beginning of year |
|
3,384 |
|
380 |
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
1,184 |
|
3,384 |
|
Supplemental disclosure of non-cash activities: |
|
|
|
|
|
Non-current receivable in respect of earn-in arrangement |
|
637 |
|
- |
|
Non-current receivable in respect of earn-in arrangement Issuance of shares in consideration for conversion of convertible loan notes |
|
637 |
|
2,231 |
|
Discount on loans from shareholders and non-controlling interests accounted for as contributions to equity |
|
- |
|
358 |
|
Issue of shares to non-controlling interests as part of share swap (see Note 6) |
|
89 |
|
|
NOTE 1:- GENERAL INFORMATION
Firering Strategic Minerals PLC ("The Company") is a holding company for a group of exploration and development companies set up to focus on developing assets towards the ethical production of critical metals. The Company was incorporated on 8 May 2019 in Cyprus. The address of its registered office is Ioanni Stylianou 6, 2nd Floor, Office 202, 2003, Nicosia, Cyprus.
The Company owns 75% of the issued share capital of Bri Coltan SARL ("Bri Coltan") a company incorporated in Cote d'Ivoire. The principal activity of the subsidiary is the exploration and development of mineral projects (in particular, columbite- tantalite).
On 1 March 2021, the Company purchased 51% of the issued share capital of Atex Mining Resources SARL ("Atex") a company incorporated in Cote d'Ivoire. The principal activity of Atex is the exploration and development of mineral projects (in particular, lithium and columbite-tantalite). Details of the acquisition are set out in Note 6.
On 22 November 2021, the Company purchased 80% of the issued share capital of Alliance Minerals Corporation SARL ("Alliance"), a company incorporated in Cote d'Ivoire. Alliance holds an exploration license request at an area bordering Atex. Details of the acquisition are set out in Note 6.
On 12 November 2021, the Company completed its Initial Public Offering ("IPO") and admission to trading on the AIM, a market operated by the London Stock Exchange ("the AIM"), by issuing 30,769,230 Ordinary shares at a price of £ 0.13 per share for a total cash consideration of € 4.68 million (£ 4 million). The net proceeds after expenses were €4.25 million (£ 3.63 million).
On 2 November 2022 the Company signed an earn-in agreement with Ricca Resources Pty Limited ("Ricca"), an Australian diversified minerals company to advance the Atex Lithium-Tantalum Project ("Atex") and the adjacent Alliance exploration licence (once granted).
According to the agreement, Ricca will have the exclusive right to undertake and fund at Ricca's sole cost the exploration of the Atex Project and adjacent Alliance licence.
In order to undertake exploration of the Atex and Alliance Tenements, the Company shall transfer its entire shareholdings in the Atex agreement and the Alliance agreement to a new entity (joint venture) in which Ricca and the Company will have joint control.
Accordingly, the Company ceased to consolidate the financial statements of Atex and Alliance and the investment in the joint venture is accounted for using equity method.
See Notes 6 and 19 for further details.
Going concern
The Group's operations are at an early stage of development and the continuing success of the Group will depend on the Group's ability to manage its mineral projects. Presently, the Group has no projects producing positive cash flow and the Group is likely to remain cash flow negative in the near future. The Group's ultimate success will depend on its ability to generate positive cash flow from active mining operations in the future and its ability to secure external funding for its development requirements. However, there is no assurance that the Group will achieve profitability or positive cash flow from its operating activities,
The Board of Directors and Group management have assessed the ability of the Group to continue as a going concern. In respect of its mineral projects, funding has been obtained as follows:
Atex and Alliance
As described in Note 19, in 2022 the Company signed an earn-in agreement with an Australian diversified minerals company which has agreed to fund at its sole cost these two exploration projects for a period that may extend to 4-5 years from the reporting date.
Bri Colton
As described in Note 7, in 2022 the Company has been provided with a long-term credit facility of up to € 7.16 million which is intended be used to develop this project, with the objective of obtaining further funding.
In respect of its ongoing general activities, based on a review of the Group's budget and forecast cash flows, there is a reasonable expectation that the Group will have adequate resources to continue its daily operations and meet its obligations as they become due for at least a period of twelve months from the date of approval of the financial statements. Thus, the going concern basis of accounting has continued to be applied in preparing these financial statements.
Definitions:
|
|
|
|
|
|
|
The Company |
- |
Firering Strategic Minerals PLC |
|
|
|
|
|
|
|
|
|
Subsidiaries |
- |
Companies that are controlled by the Company - Bri Coltan SARL; Atex Mining Resources SARL & Alliance Minerals Corporation SARL |
- |
|
|
|
|
|
|
|
|
The Group |
- |
The Company and its subsidiaries |
|
|
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
The following accounting policies have been applied consistently in the financial statements for all periods presented, unless otherwise stated.
a. Basis of preparation of the financial statements
These financial statements of the Company have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS").
The financial statements have been prepared on a cost basis.
The Group has elected to present the profit or loss items using the function of expense method.
b. Consolidated financial statements:
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
The financial statements of the Company and of the subsidiaries are prepared as of the same dates and periods. The consolidated financial statements are prepared using uniform accounting policies by all companies in the Group. Significant intragroup balances and transactions and gains or losses resulting from intragroup transactions are eliminated in full in the consolidated financial statements.
Non-controlling interests in subsidiaries represent the equity in subsidiaries not attributable, directly or indirectly, to a parent. Non-controlling interests are presented in equity separately from the equity attributable to the equity holders of the Company. Profit or loss and components of other comprehensive income are attributed to the Company and to non-controlling interests. Losses are attributed to non-controlling interests even if they result in a negative balance of non-controlling interests in the consolidated statement of financial position.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as a change in equity by adjusting the carrying amount of the non-controlling interests with a corresponding adjustment of the equity attributable to equity holders of the Company less / plus the consideration paid or received.
Upon the disposal of a subsidiary resulting in loss of control, the Company derecognizes the subsidiary's assets (including goodwill) and liabilities, derecognizes the carrying amount of non-controlling interests, recognizes the fair value of the consideration received, and recognizes any resulting difference (surplus or deficit) as gain or loss.
c. Business combinations:
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree, and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquire on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognized amounts of acquiree's identifiable net assets.
Direct acquisition costs are recorded in profit or loss as incurred.
d. Investment in joint arrangements:
Joint arrangements are arrangements in which the Company has joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. In joint ventures the parties that have joint control of the arrangement have rights to the net assets of the arrangement. A joint venture is accounted for at equity.
e. Investments accounted for using the equity method:
The Group's investments in associates and joint ventures are accounted for using the equity method.
Under the equity method, the investment in the associate or in the joint venture is presented at cost with the addition of post-acquisition changes in the Group's share of net assets, including other comprehensive income of the associate or the joint venture. Gains and losses resulting from transactions between the Group and the associate or the joint venture are eliminated to the extent of the interest in the associate or in the joint venture. The cost of the investment includes transaction costs.
Gains and losses from upstream or downstream transactions with an associate or joint venture are recognized in the Group's financial statements up to the unrelated investors' share of the associate or joint venture. The Group's share of the profits or losses of the associate or joint venture from these transactions is eliminated.
Goodwill relating to the acquisition of an associate or a joint venture is presented as part of the investment in the associate or the joint venture, measured at cost and not systematically amortized. Goodwill is evaluated for impairment as part of the investment in the associate or in the joint venture as a whole.
The financial statements of the Company and of the associate or joint venture are prepared as of the same dates and periods. The accounting policies applied in the financial statements of the associate or the joint venture are uniform and consistent with the policies applied in the financial statements of the Group.
Losses of an associate in amounts which exceed its equity are recognized by the Company to the extent of its investment in the associate plus any losses that the Company may incur as a result of a guarantee or other financial support provided in respect of the associate. For this purpose, the investment includes long-term receivables (such as loans granted) for which settlement is neither planned nor likely to occur in the foreseeable future.
The equity method is applied until the loss of significant influence in the associate or loss of joint control in the joint venture or classification as investment held for sale.
f. Functional currency, presentation currency and foreign currency:
1. Functional and presentation currency
The local currency used in Cote d'Ivoire is the West African CFA Franc ("FCFA"), which has a fixed exchange rate with the Euro (Euro 1 = FCFA 655.957). A substantial portion of the Group's expenses and expenditures for acquisitions is incurred in or linked to the FCFA or the Euro. The Group obtains certain debt financing in FCFA, or Euro and the funds of the Group are held in FCFA. Therefore, the Company's management has determined that the Euro is the currency of the primary economic environment of the Company and its subsidiaries, and thus its functional currency. The presentation currency is Euro.
2. Transactions, assets and liabilities in foreign currency
Transactions denominated in foreign currency are recorded upon initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at each reporting date into the functional currency at the exchange rate at that date. Exchange rate
differences, other than those capitalized to qualifying assets or accounted for as hedging transactions in equity, are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currency and measured at cost are translated at the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currency and measured at fair value are translated into the functional currency using the exchange rate prevailing at the date when the fair value was determined.
g. Cash equivalents:
Cash equivalents are considered as highly liquid investments, including unrestricted short-term bank deposits with an original maturity of three months or less from the date of investment or with a maturity of more than three months, but which are redeemable on demand without penalty and which form part of the Group's cash management.
h. Property, plant and equipment
Property, plant and equipment are measured at cost, including directly attributable costs, less accumulated depreciation, accumulated impairment losses and any related investment grants and excluding day-to-day servicing expenses. Cost includes spare parts and auxiliary equipment that are used in connection with plant and equipment.
The cost of an item of property, plant and equipment comprises the initial estimate of the costs of dismantling and removing the item and restoring the site on which the item is located.
Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows:
|
|
|
% |
|
|
|
|
|
Computers |
|
33% |
|
Plant and equipment |
|
18% |
|
Motor vehicles |
|
33% |
The useful life, depreciation method and residual value of an asset are reviewed at least each year-end and any changes are accounted for prospectively as a change in accounting estimate. Depreciation of assets is discontinued the earlier of the date on which the asset is classified as held for sale, or the date on which the asset is derecognized.
i. Impairment of non-financial assets:
The Group evaluates the need to record an impairment of non-financial assets whenever events or changes in circumstances indicate that the carrying amount is not recoverable.
If the carrying amount of non-financial assets exceeds their recoverable amount, the assets are reduced to their recoverable amount. The recoverable amount is the higher of fair value less costs of sale and value in use. In measuring value in use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the risks specific to the asset. The recoverable amount of an asset that does not generate independent cash flows is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized in profit or loss.
An impairment loss of an asset, other than goodwill, is reversed only if there have been changes in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognized. Reversal of an impairment loss, as above, shall not be increased above the lower of the carrying amount that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the asset in prior years and its recoverable amount. The reversal of impairment loss of an asset presented at cost is recognized in profit or loss.
j. Intangible assets
The Group has adopted the provisions of IFRS 6 Exploration for and Evaluation of Mineral Resources.
The Group capitalizes expenditures incurred in exploration and evaluation activities as project costs, categorized as intangible assets (exploration and evaluation assets), when those costs are associated with finding specific mineral resources. The Group has a policy to expense to profit or loss all short term (i.e., less than 12 months) rental of tools and other equipment, in the same period in which the relevant equipment is used. Expenditure included in the initial measurement of project costs, and which are classified as intangible assets relate to the acquisition of rights to explore. Capitalization of pre-production expenditure ceases when the mining property is capable of commercial production. Project costs are recorded and held at cost and no amortization is recorded prior to commencement of production.
An annual review is undertaken of each area of interest to determine the appropriateness of continuing to capitalize and carry forward project costs in relation to that area of interest, in accordance with the indicators of impairment as set out in IFRS 6. Accumulated capitalized project costs in relation to (i) an expired permit (with no expectation of renewal), (ii) an abandoned area of interest and / or (iii) a joint venture over an area of interest which is now ceased, will be written off in full as an impairment to profit or loss in the year in which (i) the permit expired, (ii) the area of interest was abandoned and / or (iii) the joint venture ceased.
Other intangible assets that have an indefinite useful life or intangible assets not ready to use are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). Prior impairments of non-financial assets (other than goodwill) are reviewed for possible reversal at each reporting date.
k. Financial instruments:
1. Financial assets:
Financial assets are measured upon initial recognition at fair value plus transaction costs that are directly attributable to the acquisition of the financial assets, except for financial assets measured at fair value through profit or loss in respect of which transaction costs are recorded in profit or loss.
The Group classifies and measures debt instruments in the financial statements based on the following criteria:
- The Group's business model for managing financial assets; and
- The contractual cash flow terms of the financial asset.
Debt instruments are measured at amortized cost when:
The Group's business model is to hold the financial assets in order to collect their contractual cash flows, and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial recognition, the instruments in this category are measured according to their terms at amortized cost using the effective interest rate method, less any provision for impairment.
On the date of initial recognition, the Group may irrevocably designate a debt instrument as measured at fair value through profit or loss if doing so eliminates or significantly reduces a measurement or recognition inconsistency, such as when a related financial liability is also measured at fair value through profit or loss.
2. Impairment of financial assets:
The Group evaluates at the end of each reporting period the loss allowance for financial debt instruments which are not measured at fair value through profit or loss.
The Group has short-term financial assets such as trade receivables in respect of which the Group applies a simplified approach and measures the
loss allowance in an amount equal to the lifetime expected credit losses. An impairment loss on debt instruments measured at amortized cost is recognized in profit or loss with a corresponding loss allowance that is offset from the carrying amount of the financial asset.
3. Financial liabilities:
a) Financial liabilities measured at amortized cost:
Financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of the financial liability.
After initial recognition, the Group measures all financial liabilities at amortized cost using the effective interest rate method, except for financial liabilities measured at fair value through profit or loss.
4. Derecognition of financial instruments:
a) Financial assets:
A financial asset is derecognized when the contractual rights to the cash flows from the financial asset expire.
b) Financial liabilities:
A financial liability is derecognized when it is extinguished, that is when the obligation is discharged or cancelled or expires.
l. Borrowing costs:
The capitalization of borrowing costs commences when expenditures for the asset are incurred, the activities to prepare the asset are in progress and borrowing costs are incurred and ceases when substantially all the activities to prepare the qualifying asset for its intended use or sale are complete. The amount of borrowing costs capitalized in a reporting period includes specific borrowing costs and general borrowing costs based on a weighted capitalization rate.
Exploration and evaluation assets can be qualifying assets. However, they generally do not meet the "probable economic benefits" test. Therefore, any related borrowing costs are generally recognized in profit or loss in the period incurred.
m. Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
n. Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Fair value measurement is based on the assumption that the transaction will take place in the asset's or the liability's principal market, or in the absence of a principal market, in the most advantageous market.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
Fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair value hierarchy based on the lowest level input that is significant to the entire fair value measurement:
|
Level 1 |
- |
quoted prices (unadjusted) in active markets for identical assets or liabilities. |
|
|
|
|
|
Level 2 |
- |
inputs other than quoted prices included within Level 1 that are observable either directly or indirectly. |
|
|
|
|
|
Level 3 |
- |
inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data). |
o. Provisions
The Group provides for the costs of restoring a site where a legal or constructive obligation exists. The estimated future costs for known restoration requirements are determined on a site-by-site basis and are calculated based on the present value of estimated future costs. All provisions are discounted to their present value.
p. Taxes on income
Current or deferred taxes are recognized in profit or loss, except to the extent that they relate to items which are recognized in other comprehensive income or equity.
1. Current taxes:
The current tax liability is measured using the tax rates and tax laws that have been enacted or substantively enacted by the end of reporting period as well as adjustments required in connection with the tax liability in respect of previous years.
2. Deferred taxes
Deferred taxes are computed in respect of temporary differences between the carrying amounts in the financial statements and the amounts attributed for tax purposes.
Deferred taxes are measured at the tax rate that is expected to apply when the asset is realized or the liability is settled, based on tax laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is not probable that they will be utilized. Temporary differences for which deferred tax assets had not been recognized are reviewed at each reporting date and a respective deferred tax asset is recognized to the extent that their utilization is probable.
Taxes that would apply in the event of the disposal of investments in investees have not been taken into account in computing deferred taxes, as long as the disposal of the investments in investees is not probable in the foreseeable future.
Also, deferred taxes that would apply in the event of distribution of earnings by investees as dividends have not been taken into account in computing deferred taxes, since the distribution of dividends does not involve an additional tax liability or since it is the Company's policy not to initiate distribution of dividends from a subsidiary that would trigger an additional tax liability.
q. Revenue recognition
The Group had no sales or revenue during the years ended 31 December 2022 and 2021.
r. Share-based payment transactions:
The Company's employees and other service providers are entitled to remuneration in the form of equity-settled share-based payment transactions and certain employees and other service providers are entitled to remuneration in the form of cash-settled share-based payment transactions that are measured based on the increase in the Company's share price.
Equity-settled transaction
The cost of equity-settled transactions with employees is measured at the fair value of the equity instruments granted at grant date. The fair value is determined using an acceptable option pricing model.
As for other service providers, the cost of the transactions is measured at the fair value of the goods or services received as consideration for equity instruments granted.
The cost of equity-settled transactions is recognized in profit or loss together with a corresponding increase in equity during the period which the performance and/or service conditions are to be satisfied ending on the date on which the relevant employees become entitled to the award ("the vesting period"). The cumulative expense recognized for equity-settled transactions at the end of each reporting period until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest.
No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether the market condition is satisfied, provided that all other vesting conditions (service and/or performance) are satisfied.
If the Company modifies the conditions on which equity-instruments were granted, an additional expense is recognized for any modification that increases the total fair value of the share-based payment arrangement or is otherwise beneficial to the employee/other service provider at the modification date.
If a grant of an equity instrument is canceled, it is accounted for as if it had vested on the cancelation date and any expense not yet recognized for the grant is recognized immediately. However, if a new grant replaces the canceled grant and is identified as a
replacement grant on the grant date, the canceled and new grants are accounted for as a modification of the original grant, as described above.
s. Earnings (loss) per share:
Earnings per share are calculated by dividing the net income attributable to equity holders of the Company by the weighted number of Ordinary shares outstanding during the period.
Potential Ordinary shares are included in the computation of diluted earnings per share when their conversion decreases earnings per share from continuing operations. Potential Ordinary shares that are converted during the period are included in diluted earnings per share only until the conversion date and from that date in basic earnings per share. The Company's share of earnings of investees is included based on its share of earnings per share of the investees multiplied by the number of shares held by the Company.
t. Changes in accounting policies - initial application of new financial reporting and accounting standards and amendments to existing financial reporting and accounting standards:
1. Amendment to IAS 16, "Property, Plant and Equipment":
In May 2020, the IASB issued an amendment to IAS 16, "Property, Plant and Equipment" ("the Amendment"). The Amendment prohibits a company from deducting from the cost of property, plant and equipment ("PP&E") consideration received from the sales of items produced while the company is preparing the asset for its intended use. Instead, the company should recognize such consideration and related costs in profit or loss.
The Amendment is effective for annual reporting periods beginning on or after January 1, 2022. The Amendment is applied retrospectively, but only to items of PP&E made available for use on or after the beginning of the earliest period presented in the financial statements in which the company first applies the Amendment.
The cumulative effect of initially applying the Amendment is recognized as an adjustment to the opening balance of retained earnings (or other component of equity, as applicable) at the beginning of the earliest period presented.
The application of the Amendment did not have a material impact on the Company's financial statements.
2. Amendment to IAS 37, "Provisions, Contingent Liabilities and Contingent Assets":
In May 2020, the IASB issued an amendment to IAS 37, regarding which costs a company should include when assessing whether a contract is onerous ("the Amendment").
According to the Amendment, costs of fulfilling a contract include both the incremental costs (for example, raw materials and direct labor) and an allocation of other costs that relate directly to fulfilling a contract (for example, depreciation of an item of property, plant and equipment used in fulfilling the contract).
The Amendment is effective for annual periods beginning on or after January 1, 2022 and applies to contracts for which all obligations in respect thereof have not yet been fulfilled as of January 1, 2022. The application of the Amendment does not require of property, plant and equipment the restatement of comparative data. Instead, the opening balance of retained earnings on the date of initial application date is adjusted for the cumulative effect of the Amendment.
The application of the Amendment did not have a material impact on the Company's financial statements.
NOTE 3:- FINANCIAL RISK MANAGEMENT
a. Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk and credit risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance.
Risk management is carried out by the management team under policies approved by the Board of Directors.
1. Market risk
The Group is exposed to market risk, primarily relating to interest rate and foreign exchange. The Company does not hedge against market risks as
the exposure is not deemed sufficient to enter into forward contracts. The Company has not sensitized the figures for fluctuations in interest rates and foreign exchange as the Directors are of the opinion that these fluctuations would not have a significant impact on the consolidated financial statements of the Company at the present time. The Directors will continue to assess the effect of movements in market risks on the Group's financial operations and initiate suitable risk management measures where necessary.
2. Credit risk
Credit risk arises from cash and cash equivalents as well as outstanding receivables. To manage this risk, The Company periodically assesses the financial reliability of customers and counterparties.
The amount of exposure to any individual counterparty is subject to a limit, which is assessed by the Board of Directors.
The Company considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.
b. Capital risk management
The Company's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, in order to enable the Company to continue its material development activities, and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the issue of shares or sell assets to reduce debts.
The Company defines capital based on the total equity of the Company. The Company monitors its level of cash resources available against future planned operational activities and may issue new shares in order to raise further funds from time to time.
NOTE 4:- SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS
a. Judgments:
In the process of applying the significant accounting policies, the Group has made the following judgments which have a significant effect on the amounts recognized in the financial statements:
Determining the fair value of share-based payment transactions:
The fair value of share-based payment transactions is determined upon initial recognition by an acceptable option pricing model. The inputs to the model include share price, exercise price and assumptions regarding expected volatility, expected life of share option and expected dividend yield.
b. Estimates and assumptions:
The preparation of the financial statements requires management to make estimates and assumptions that have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses. Changes in accounting estimates are reported in the period of the change in estimate.
Significant items subject to such estimates and assumptions are as follows:
Intangible assets - exploration and evaluation assets
An annual review is undertaken of each area of interest to determine the appropriateness of continuing to capitalize and carry forward project costs in relation to that area of interest in accordance with the indicators of impairment as set out in IFRS 6. The annual review includes an assessment of budgeted and planned expenditures and indications of whether sufficient data exist to determine recovery of accumulated capitalized project costs.
NOTE 5:- DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR ADOPTION
a. Amendment to IAS 1, "Presentation of Financial Statements":
In January 2020, the IASB issued an amendment to IAS 1, "Presentation of Financial Statements" regarding the criteria for determining the classification of liabilities as current or non-current ("the Original Amendment"). In October 2022, the IASB issued a subsequent amendment ("the Subsequent Amendment").
According to the Subsequent Amendment:
· Only covenants with which an entity must comply on or before the reporting date will affect a liability's classification as current or non-current.
· An entity should provide disclosure when a liability arising from a loan agreement is classified as non-current and the entity's right to defer settlement is contingent on compliance with future covenants within twelve months from the reporting date. This disclosure is required to include information about the covenants and the related liabilities. The disclosures must include information about the nature of the future covenants and when compliance is applicable, as well as the carrying amount of the related liabilities. The purpose of this information is to allow users to understand the nature of the future covenants and to assess the risk that a liability classified as non-current could become repayable within twelve months. Furthermore, if facts and circumstances indicate that an entity may have difficulty in complying with such covenants, those facts and circumstances should be disclosed.
According to the Original Amendment, the conversion option of a liability affects the classification of the entire liability as current or non-current unless the conversion component is an equity instrument.
The Original Amendment and Subsequent Amendment are both effective for annual periods beginning on or after January 1, 2024 and must be applied retrospectively. Early application is permitted.
The Company is evaluating the possible impact of the Amendment on its current loan agreements.
b. Amendment to IAS 8, "Accounting Policies, Changes to Accounting Estimates and Errors":
In February 2021, the IASB issued an amendment to IAS 8, "Accounting Policies, Changes to Accounting Estimates and Errors" ("the Amendment"), in which it introduces a new definition of "accounting estimates".
Accounting estimates are defined as "monetary amounts in financial statements that are subject to measurement uncertainty". The Amendment clarifies the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors.
The Amendment is to be applied prospectively for annual reporting periods beginning on or after January 1, 2023 and is applicable to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. Early application is permitted.
The Company is evaluating the effects of the Amendment on its financial statements.
c. Amendment to IAS 12, "Income Taxes":
In May 2021, the IASB issued an amendment to IAS 12, "Income Taxes" ("IAS 12"), which narrows the scope of the initial recognition exception under IAS 12.15 and IAS 12.24 ("the Amendment").
According to the recognition guidelines of deferred tax assets and liabilities, IAS 12 excludes recognition of deferred tax assets and liabilities in respect of certain temporary differences arising from the initial recognition of certain transactions. This exception is referred to as the "initial recognition exception". The Amendment narrows the scope of the initial recognition exception and clarifies that it does not apply to the recognition of deferred tax assets and liabilities arising from transactions that are not a business combination and that give rise to equal taxable and deductible temporary differences, even if they meet the other criteria of the initial recognition exception.
The Amendment applies for annual reporting periods beginning on or after January 1, 2023, with earlier application permitted. In relation to leases and decommissioning obligations, the Amendment is to be applied commencing from the earliest reporting period presented in the financial statements in which the Amendment is initially applied. The cumulative effect of the initial application of the Amendment should be recognized as an adjustment to the opening balance of retained earnings (or another component of equity, as appropriate) at that date.
The Company estimates that the initial application of the Amendment is not expected to have a material impact on its financial statements.
d. Amendment to IAS 1 - Disclosure of Accounting Policies:
In February 2021, the IASB issued an amendment to IAS 1, "Presentation of Financial Statements" ("the Amendment"), which replaces the requirement to disclose 'significant' accounting policies with a requirement to disclose 'material' accounting policies. One of the main reasons for the Amendment is the absence of a definition of the term 'significant' in IFRS whereas the term 'material' is defined in several standards and particularly in IAS 1.
The Amendment is applicable for annual periods beginning on or after January 1, 2023. Early application is permitted.
The Company is evaluating the effects of the Amendment on its financial statements.
NOTE 6: - ACQUISITION OF SUBSIDIARIES
a. Acquisition of Atex Mining Resources SARL
On 1 March 2021, the Company purchased 51% of the issued share capital of Atex Mining Resources SARL ("ATEX") for a total consideration of 40m FCFA (€61 thousands). Atex holds a license that covers exploration rights for lithium in a certain area in Cote d'Ivoire. The license which was granted in 2017 was renewed in 2021 for a period ending in 2024.
In addition, the Company was granted an option to acquire a further total 39% of the issued share capital of Atex in two stages. The first stage is an option to acquire a further 16% during the 12 months following the acquisition for a total consideration of 210m FCFA (€320 thousand). The second stage is an additional option to acquire a further 23% during the 24 months following the acquisition for a total consideration of 300m FCFA (€450 thousand).
Pursuant to the agreement, it has been agreed that the Company will procure that the Seller is paid a net smelter royalty equal to 0.5% of net smelter returns, such royalty to be paid each trimester.
These royalties will be recorded when production commences, and the project generates net smelter returns.
At the date of acquisition, the exploration license and related capitalized exploration costs are the sole asset of Atex. Atex had no employees. Accordingly, the purchase transaction is accounted for as an acquisition of an intangible asset.
The Company has determined that as of the acquisition date the fair value of the options to acquire an additional 39% interest in Atex is immaterial and accordingly no portion of the consideration paid has been attributed to these options.
Pursuant to IFRS 3, the Company records the intangible asset and liability at their fair value on date of acquisition. Details of the net assets acquired, and the non-controlling interests are as follows (Euros in thousands):
|
Intangible asset |
|
120 |
|
Liabilities acquired |
|
(1) |
|
|
|
|
|
Net assets acquired |
|
119 |
|
Non-controlling interest (49%) |
|
(58) |
|
Total purchase cost and cash paid |
|
61 |
On 4th July 2022 the Company purchased an additional 26% of the issued shares in Atex. 10% of the issued shares in Atex were purchased in exchange for 1,158,200 Ordinary shares of the Company (with a value of £76,441 at the closing share price on 4 July 2022 of 6.6p per share; €88,672 based on £1 = €1.16). The additional 16% of the issued shares in Atex were purchased by way of exercising the first option under the agreement between Firering and Atex dated 31 March 2021 for a total consideration of c.€320,000. Subsequent to this acquisition, the Company holds a 77% interest in Atex - see Note 20 for details of the purchase of an additional 13% interest in March 2023.
As these acquisitions resulted in a change of ownership interests in a subsidiary that was already under the control of the Company, they were accounted for as a change in the equity of the Company. The difference between the total consideration and the carrying amount of the non-controlling interest attributed to the interest acquired, in the amount of € 378 was charged to the Reserve for Transactions with Non-Controlling Interests in equity.
See Note 6c below regarding deconsolidation of Atex.
b. Acquisition of Alliance Minerals Corporation SARL
On 22 November 2021, the Company purchased 51% of the issued share capital of Alliance Minerals Corporation SARL ("Alliance") for a total consideration of €228,000, executing the first stage of the purchase agreement with Alliance Minerals Corporation SARL ("Alliance") and setting out the Company's commitment to purchase a total of 80% of the entire issued share capital of Alliance. The payments for the acquisition of shares will take place in four stages as follows:
· 51% of the entire issued share capital of Alliance for a total consideration of 150 million FCFA (€228 thousand) to be paid within 10 days of Admission. As mentioned above, this stage was executed on 22 November 2021.
· 7.25% of the issued share capital of Alliance for 100 million FCFA (€152,000) following the analysis at least 1,000 tons of coltan, calculated based on the Auger drilling program.
· 7.25% of the issued share capital of Alliance for 100 million FCFA (€152,000) following the analysis at least 1,000 tons of coltan, calculated based on the RC drilling program.
· 14.5% of the issued share capital of Alliance for 200 million FCFA (€304,000) following a commercial reserve.
Pursuant to the agreement, it has been agreed that the Company will procure that the Seller is paid a net smelter royalty equal to 0.5% of net smelter returns, such royalty to be paid each trimester.
These royalties will be recorded when production commences, and the project generates net smelter returns.
Alliance has applied for an exploration license adjacent to the Atex project. At the date of acquisition, the license application is the sole asset of Alliance. Alliance has no employees. Accordingly, the purchase transaction is accounted for as an acquisition of an intangible asset. As of 31 December 2022, the application is still pending.
The Company is accounting for the commitment to purchase the additional 29% interest in Alliance as a forward purchase contract, and effectively for accounting purposes the Company has an 80% interest in Alliance. Accordingly, a liability in the amount of €130,000 has been recorded at the acquisition date based on the estimated timing of the future payments discounted at a rate of 24% (level 3 of the fair value hierarchy). The interest (unwinding of the discount) in 2022 in the amount of €31,000 was recorded as financial expense.
Pursuant to IFRS 3, the Company records the intangible asset at its fair value on date of acquisition as follows:
|
Intangible asset |
|
448 |
|
Non-controlling interests (20%) |
|
(90) |
|
Total purchase cost |
|
358 |
|
|
|
|
|
Comprised of: |
|
|
|
Cash consideration |
|
228 |
|
Liability for forward purchase |
|
130 |
|
Total |
|
358 |
See Note 6c below regarding deconsolidation of Alliance.
c. Deconsolidation of Atex and Alliance
As described in Notes 1 and 19, in accordance with the earn-in agreement signed with Ricca in November 2022, the Company is to transfer its entire shareholdings in Atex and Alliance to a new entity (joint venture) in which Ricca and the Company will have joint control. Due to the loss of control, the Company ceased to consolidate the accounts of Alex and Alliance and will record its investment in these companies held by the joint venture based on the equity method.
As of the date of loss of control, following are the assets, liabilities and non-controlling interests that have been deconsolidated (Euros in thousands):
|
Cash |
|
33 |
|
Other current assets |
|
144 |
|
Property, plant and equipment |
|
112 |
|
Intangible assets |
|
2,062 |
|
Liability to non-controlling interest in subsidiary |
|
)161( |
|
NCI |
|
(116) |
|
|
|
|
|
Net - investment in joint venture (see Note 19) |
|
2,073 |
|
|
|
|
NOTE 7: - INTANGIBLE ASSETS
Intangible assets relate to project costs capitalized as of 31 December 2022 and 2021.
|
|
|
31 December |
||
|
|
|
2022 |
|
2021 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
As of 1 January |
|
2,073 |
|
642 |
|
Acquired through business combinations (Note 6) |
|
- |
|
568 |
|
Deconsolidation (Note 6) |
|
(2,062) |
|
- |
|
Additions |
|
1,265 |
|
863 |
|
|
|
|
|
|
|
As of 31 December |
|
1,276 |
|
2,073 |
During 2022 the Company invested €15 thousand in purchasing a Nickel Cobalt concession in the west of Cote d'Ivoire. The concession status is at the stage of a request for exploration which still needs to be granted by the authorities. According to the purchase agreement the seller is entitled to receive royalties from future potential connection revenues as follows:
· If the Nickel LME price is less than US $12,000 no royalties will be paid
· If the Nickel LME price is between US $12,000 to US$18,000 the royalties shall be 0.5% of the concession revenues
· If the Nickel LME price is higher than US$18,000 the royalties shall be 1% of the concession reveniews.
The remaining balance of intangible assets at the end of 2022 totalling to €1,261 thousand relates to Bri coltan concessions. During 2022 the Company signed a loan agreement for future funding of a potential columbite-tantalite extraction plant. The loan amount is up to €7.2 million and is for 7 years with two years grace period over principal payments. The loan will bear interest at the rate of 8.5% per annum. The Company is required to meet certain conditions prior to first withdrawal.
The loan may be utilized only when and if the Company decides to start exploring for columbite-tantalite.
NOTE 8: - PROPERTY, PLANT AND EQUIPMENT
|
|
|
Plant and equipment |
|
Motor vehicles |
|
Computers, peripheral equipment & furniture |
|
Total |
|
|
|
|
||||||
|
Cost |
|
|
|
|
|
|
|
|
|
As of 1 January 2021 |
|
392 |
|
21 |
|
- |
|
413 |
|
Additions |
|
17 |
|
100 |
|
25 |
|
142 |
|
|
|
|
|
|
|
|
|
|
|
As of 31 December 2021 |
|
409 |
|
121 |
|
25 |
|
555 |
|
Addition |
|
2 |
|
49 |
|
17 |
|
68 |
|
Deconsolidation (Note 6) |
|
(2) |
|
(141) |
|
(19) |
|
(162) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of 31 December 2022 |
|
409 |
|
29 |
|
23 |
|
461 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
As of 1 January 2021 |
|
78 |
|
21 |
|
- |
|
99 |
|
Charge for the year |
|
145 |
|
2 |
|
4 |
|
151 |
|
|
|
|
|
|
|
|
|
|
|
As of 31 December 2021 |
|
223 |
|
23 |
|
4 |
|
250 |
|
Charge for the year |
|
41 |
|
47 |
|
7 |
|
95 |
|
Deconsolidation (Note 6) |
|
|
|
(47) |
|
(3) |
|
(50) |
|
|
|
|
|
|
|
|
|
|
|
As of 31 December 2022 |
|
264 |
|
23 |
|
8 |
|
295 |
|
|
|
|
|
|
|
|
|
|
|
Net carrying amount |
|
|
|
|
|
|
|
|
|
As of 31 December 2022 |
|
145 |
|
6 |
|
15 |
|
166 |
|
As of 31 December 2021 |
|
186 |
|
98 |
|
21 |
|
305 |
NOTE 9: - CONVERTIBLE LOAN NOTES
On 2 November 2020 the Company executed a convertible loan note instrument pursuant to which the Company was authorized to issue up to £1,000,000 unsecured loan notes for general working capital purposes and to advance the Company's proposed IPO. The Company also executed a supplement loan note instrument on 4 February 2021 constituting a further £300,000 of convertible loan notes on the same terms (together the "Loan Note Instruments"). Interest accrues in respect of the Loan Notes at the rate of 10% per annum, compounded on a daily basis.
As of the date of the IPO and admission to trading the Company had issued €1,441 thousands (£1,231 thousands) pursuant to the Loan Note Instruments. The Loan Notes shall be converted into fully paid New Ordinary Shares on Admission at an issue price equal to the Placing Price less 30%.
On admission date, the Loan Notes and accumulated interest totaling to €1,562 thousand (£1,334 thousand) were converted to 14,660,746 Ordinary shares of the Company with a market value of € 2,231 thousand based on preferred conversion price of £0.091 per share that represents 30% discount to the share price on admission. The fair value of the conversion option equivalent to €699 thousand (£572 thousands) was recorded as financial expense in 2021.
NOTE 10: - CAPITAL NOTES
The capital notes are comprised of two notes in the face amounts of €393 thousand and €350 thousand, which do not bear interest and for which the repayment terms commencing from November 2021 are as follows:
Capital note of €393 thousand - (i) no repayment shall take place within two years of Admission (ii) repayment can only be made after the Company has achieved a market capitalization of £50 million (iii) the Company must have minimum cash on hand of 5x the outstanding debt, with sufficient funds for the Company to operate for a two-year period and (iv) any repayment will be subject to final approval of the Directors of the Company.
Capital note to shareholders and officers for services during the period from 1 June 2019 until 30 June 2021 totaling to €350 thousand (i) no repayment shall take place within two years of Admission (ii) the Company must have minimum cash on hand of 5x the outstanding debt, with sufficient funds for the Company to operate for a two-year period and (iii) any repayment will be subject to final approval of the Directors of the Company.
The combined carrying amount of the capital notes as of November 2021 is €507 thousand which amount reflects the estimated timing of the future repayments discounted at a rate of 10% (level 3 of the fair value hierarchy). The difference in the amount of €236 thousand between the face amount of the capital notes and the carrying amount as of November 2021 has been recorded as a contribution to equity. The balance of the capital notes at 31 December 2022 is €565 thousand (2021 - €514 thousand). In 2022 interest expense on the loan (unwinding of discount) amounted to €51 thousand (2021 - €7 thousand).
NOTE 11: - LOAN FROM NON-CONTROLLLING INTERESTS
Loan in the face amount of € 205 thousand from the minority interests of Bri Coltan upon acquisition of Bri Coltan. It was agreed that the loan will be repaid from up to 5% of the yearly net earnings of Bri Coltan following publication of its annual financial report. As of 31 December 2021, the carrying amount of the loan is €92 thousand which amount reflects the estimated timing of future repayments discounted at a rate of 12% (level 3 of the fair value hierarchy). The difference in the amount of €122 thousand between the face amount of the loan and the carrying amount on 1 January 2021 has been recorded as a contribution to equity. In 2022 interest expense on the loan (unwinding of discount) amounted to €11 thousand.
NOTE 12: - EQUITY
a. Composition of share capital:
|
|
|
31 December |
|
31 December |
||||
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
Authorized |
|
Issued and outstanding |
||||
|
|
|
Number of shares |
||||||
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares of € 0.001 par value each |
|
100,000,000 |
|
100,000,000 |
|
88,043,560 |
|
86,885,360 |
Prior to admission in 2021, the Company issued 6,822,000 Ordinary shares to its funders to represent their holdings at incorporation, increased its share capital and performed a share split such that the authorized share capital increased to 100 million Ordinary shares of €0.001 par value each. Share and per share amounts in these financial statements have been adjusted retroactively to reflect the share split.
In 2021, the Company issued 3,377,000 Ordinary shares to certain investors in convertible loan notes for no additional consideration. The fair value of these shares on date of issuance amounted to € 514 thousand and was recorded as finance expense.
In 2021, the Company issued 827,000 Ordinary shares to certain consultants for their services. The fair value of these shares on date of issuance amounted to € 126 thousand and was recorded as share-based compensation in Contractors & service providers expenses.
On 12 November 2021, the Company completed its Initial Public Offering ("IPO") on the AIM, a market operated by the London Stock Exchange ("the AIM"), by issuing 30,769,230 Ordinary shares at a price of £ 0.13 per share for a total consideration of € 4.68 million (£ 4 million). Net proceeds of €4.25 million (£ 3.63 million).
In 2021 the Company issued 115,384 Ordinary shares to certain brokers in consideration for services provided. The fair value of the shares issued amounting to €18 thousand was recorded in general and administrative expenses.
Issuance in 2021 of 14,660,746 Ordinary shares upon conversion of convertible loan notes - see Note 9.
On 4th July 2022 the Company purchased an additional 26% of the issued shares in Atex. 10% of the issued shares in Atex in exchange for 1,158,200 shares in the Company (with a value of £76,441 at the closing share price on 1 July 2022 of 6.6p per share; €88,672 based on £1 = €1.16). the additional 16% of the issued shares in Atex were purchased by way of exercising the first option under the agreement between Firering and Atex dated 31 March 2021 for a total cash consideration of c.€320,000.
b. Share option plan:
On admission, 12 November 2021, the Company adopted a share option plan under which it granted a total of 6,950,832 options to directors, employees and consultants of the Company.
Each option is exercisable to one Ordinary share at an exercise price of £ 0.13. The options vested immediately upon grant. The options expire 5 years after date of grant. As of 31 December 2022, all of the options are outstanding.
The fair value of the options granted calculated based on Black-Scholes option pricing model was approximately €61 thousand.
The following table lists the inputs used in the measurement of the fair value of options, in accordance with the Black and Scholes option pricing model, with respect to the above grants:
|
Risk-free interest rate (%) |
|
0.58% |
|
Dividend yield (%) |
|
0% |
|
Expected volatility (%) |
|
70% |
|
Expected term (in years) |
|
5 |
|
|
|
|
c. Warrants
On admission, 12 November 2021, the Company granted a total of 2,599,622 warrants to some service providers of the Company as part of their compensation for the services provided in the initial public offering process. Each warrant is exercisable to one Ordinary share at an exercise price of £ 0.13.
868,854 warrants expire 5 years after date of grant, and 1,538,461 warrants expire 3 years after date of grant.
The remaining 192,307 warrants expire 3 years after date of grant with 50% vesting once the 5 day volume-weighted average price ("VWAP") of the Company's shares has traded at a 100% premium to the Placing Price (£ 0.13) and 50% vesting once the 5 day VWAP of the Company's shares has traded at a 200% premium to the Placing Price. None of these warrants have vested as of 31 December 2022.
The fair value of the Warrants granted calculated based on Black-Scholes option pricing model was approximately €20 thousand.
The following table lists the inputs used in the measurement of the fair value of the warrants, in accordance with the Black and Scholes pricing model:
|
|
|
Warrants for 5 years |
|
Warrants for 3 years |
|
|
|
|
|
|
|
Risk-free interest rate (%) |
|
0.58% |
|
0.50% |
|
Dividend yield (%) |
|
0% |
|
0% |
|
Expected volatility (%) |
|
70% |
|
70% |
|
Expected term (in years) |
|
5 |
|
3 |
The fair value of the warrants was recorded as part of the IPO fund-raising costs and deducted from share premium in equity.
d. Capital reserves
Capital reserves are comprised of the following:
|
|
|
31 December |
||||
|
|
|
2022 |
|
2021 |
||
|
|
|
Euros in thousands |
||||
|
|
|
|
|
|
||
|
Reserve for transactions with non-controlling interests (Note 11) |
|
91 |
|
91 |
||
|
Reserve for transactions with principal shareholders (Note 10) |
|
236 |
|
236 |
||
|
|
(378) |
|
- |
||
|
|
|
|
|
|
||
|
|
|
(51) |
|
327 |
||
NOTE 13:- GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
Year ended 31 December |
||
|
|
|
2022 |
|
2021 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
Salaries & employee related expenses |
|
663 |
|
414 |
|
Contractors & service providers |
|
333 |
|
210 |
|
Travel & transportation |
|
12 |
|
63 |
|
Legal and professional |
|
206 |
|
124 |
|
Office expenses |
|
66 |
|
- |
|
Nomad & broker fees |
|
54 |
|
23 |
|
Public relations |
|
45 |
|
24 |
|
Insurance |
|
27 |
|
3 |
|
Share based compensation |
|
- |
|
61 |
|
Depreciation |
|
47 |
|
- |
|
Exploration costs |
|
25 |
|
- |
|
Overhead costs |
|
26 |
|
7 |
|
|
|
|
|
|
|
Total |
|
1,504 |
|
929 |
NOTE 14:- FINANCIAL EXPENSES
|
|
|
Year ended 31 December |
||
|
|
|
2022 |
|
2021 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
Interest on convertible loan notes |
|
- |
|
111 |
|
Interest on capital notes and loan from non-controlling interest |
|
63 |
|
17 |
|
Interest on liability to non-controlling interest |
|
31 |
|
- |
|
Change in fair value of conversion option of convertible loan notes |
|
- |
|
669 |
|
Financial expenses settled by share based compensation |
|
- |
|
514 |
|
Bank fees |
|
196 |
|
62 |
|
|
|
|
|
|
|
|
|
290 |
|
1,373 |
NOTE 15:- TAXES ON INCOME
a. Tax rates applicable to the income of the Company and its subsidiaries:
The Company and its subsidiaries, Firering Strategic Minerals PLC was incorporated in Cyprus and are taxed according to Cyprus tax laws. The statutory tax rate is 12.5%.
The carryforward losses of the Company are approximately €12 thousands. No other subsidiary has carryforward losses.
The subsidiary, FH Colton CI-II, was incorporated in Cote d'Ivoire and is taxed according to Cote d'Ivoire tax laws. The statutory tax rate is 25%.
The subsidiary, Bri Coltan SARL, was incorporated in Cote d'Ivoire and is taxed according to Cote d'Ivoire tax laws. The statutory tax rate is 25%.
The subsidiary, Atex Mining Resources SARL, was incorporated in Cote d'Ivoire and is taxed according to Cote d'Ivoire tax laws. The statutory tax rate is 25%.
The subsidiary Alliance Minerals Corporation SARL Ltd was incorporated in Cote d'Ivoire and is taxed according to Cote d'Ivoire tax laws. The statutory tax rate is 25%.
b. Tax assessments:
As of 31 December 2022, the Company and all its other subsidiaries had not yet received final tax assessments.
NOTE 16: - EARNINGS PER SHARE
The calculation of the basic and fully diluted loss per share attributable to the equity shareholders is based on the following data:
|
|
|
Year ended 31 December |
||
|
|
|
2022 |
|
2021 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
Net loss attributable to equity shareholders |
|
(84) |
|
(2,276) |
|
Average number of shares for the purpose of basic and diluted earnings per share |
|
87,457,527 |
|
38,320,172 |
Share options and warrants are excluded from the calculation of diluted loss per share as their effect is antidilutive.
NOTE 17:- RELATED PARTIES
|
|
|
|
Year ended 31 December |
||
|
|
|
|
2022 |
|
2021 |
|
|
|
|
Euros in thousands |
||
|
a. |
Balances: |
|
|
|
|
|
|
Current liabilities: Other payables |
|
54 |
|
- |
|
|
Capital note (*) |
|
214 |
|
214 |
|
|
|
|
|
|
|
|
|
Non- current liabilities: |
|
|
|
|
|
|
Capital note |
|
266 |
|
242 |
|
|
|
|
|
|
|
|
|
(*) The capital note bears no interest and is payable on demand. |
|
|
|
|
|
|
|
|
|
|
|
|
b. |
Compensation of key management personnel of the Company: |
|
|
|
|
|
|
Short-term employee benefits |
|
535 |
|
443 |
|
|
Share-based compensation |
|
- |
|
61 |
|
a. |
|
|
|
|
|
|
c. |
Interest on capital note (see also Note 10) |
|
24 |
|
3 |
A Director and the CEO of the Company was entitled to salary of €84 thousands which increased, with effect from Admission, to €120 thousands per annum and shall be entitled to certain bonuses upon the Company achieving certain milestones.
In addition, the CEO is entitled to additional benefits including medical insurance, school fees for his family (capped at €84 thousands per annum), accommodation in Cote d'Ivoire (capped at €1.2 thousands per month) as well as travel costs for himself and his family to have home leave.
NOTE 18:- FINANCIAL INSTRUMENTS
Foreign exchange risk:
The Company is exposed to foreign exchange risk resulting from the exposure to different currencies, mainly, USD and GBP. Since the FCFA is fixed to the Euro, the Group is not exposed to foreign exchange risk in respect of the FCFA. As of 31 December 2021, the foreign exchange risk is immaterial.
Liquidity risk:
The table below summarizes the maturity profile of the Group's financial liabilities based on contractual undiscounted payments (including interest payments):
31 December 2022
|
|
|
Less than one year |
|
1 to 2 years |
|
2 to 3 years |
|
3 to 4 years |
|
4 to 5 years |
|
> 5 years |
|
Total |
|
|
|
Euros in thousands |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables |
|
61 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
61 |
|
Other payables |
|
451 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
451 |
|
Capital note |
|
214 |
|
- |
|
743 |
|
- |
|
- |
|
- |
|
957 |
|
Loan from non-controlling interest in subsidiary |
|
- |
|
- |
|
- |
|
- |
|
- |
|
205 |
|
205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
726 |
|
- |
|
743 |
|
- |
|
- |
|
205 |
|
1,674 |
31 December 2021
|
|
|
Less than one year |
|
1 to 2 years |
|
2 to 3 years |
|
3 to 4 years |
|
4 to 5 years |
|
> 5 years |
|
Total |
|
|
|
Euros in thousands |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables |
|
150 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
150 |
|
Other payables |
|
102 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
102 |
|
Capital note |
|
214 |
|
- |
|
- |
|
743 |
|
|
|
|
|
957 |
|
Loan from non-controlling interest in subsidiary |
|
- |
|
- |
|
- |
|
- |
|
- |
|
205 |
|
205 |
|
Liability to non-controlling interest in subsidiary |
|
- |
|
- |
|
- |
|
- |
|
- |
|
608 |
|
608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
466 |
|
- |
|
- |
|
743 |
|
- |
|
813 |
|
2,022 |
NOTE 19:- INVESTMENT IN JOINT VENTURE
On 2 November 2022 the Company signed an earn-in agreement (the Agreement") with Ricca Resources Pty Limited ("Ricca"), an Australian diversified minerals company to advance the Atex Lithium-Tantalum Project ("Atex") and the adjacent Alliance exploration licence (once granted).
According to the Agreement, Ricca will have the exclusive right to undertake and fund at Ricca's sole cost the exploration of the Atex Project and adjacent Alliance licence for up to US$18.6 million (€ 17.4 million). The total amount of US$18.6 million to be paid by Ricca pursuant to the Agreement includes:
· US$1million (€977 thousand) cash consideration (received in November 2022); and
· issue of ordinary shares of Ricca to the value of AUD $1million (€ 637 thousand) upon the earlier of: its planned IPO on the Australian Securities Exchange (ASX), or by 31 January 2024. The shares shall be issued at the completion price of the IPO or at a price per share equal to the latest price used in a fund raising carried out by Ricca prior to that date, by 31 January 2024
· Funding and completing four stage earn-in of up to 50% equity interest in the Project through the funding of up to US$14.7million (€13.8 million), with the aim of achieving a Definitive Feasibility Study ("DFS") on the Project. Beyond the US$17 million expenditure to be spent to advance the Project, Ricca has agreed to fund a further US$2 million (€1.9 million) (to take total expenditure to US$19 million (€17.8 million) if the JORC inferred Mineral Resource Estimate ("MRE") surpasses 20m tones at the concentration of 1.0% of Li2O.
In order to undertake exploration of the Atex and Alliance Tenements, the Company has an SPV (FH Coltan CI-III SARL which changed its name to Marvella SA, hereafter "Marvella") to which the Company shall transfer its entire shareholdings in the Atex agreement and the Alliance agreement, including the forward purchase obligation (see Note 6).
As of the date of the financial statements the Company is in the process of implementing the above transfers.
The Company holds 100% of the equity interest of Marvella as of the date of the financial statements and will continue to hold the majority of the equity interest until the completion of stage 4 of the earn-in period. However, according to the shareholders' agreement signed with Ricca as of the date of the Agreement, the Company cannot unilaterally make decisions on the significant relevant activities of Marvella, as they are driven by the Board and the Joint operating committee of Marvella which consists of equal representation (joint control) of both the Company and Ricca.
Accordingly, the Company ceased to consolidate the financial statements of Atex and Alliance (which are being transferred to Marvella) as of the date of the Agreement - see Note 6.
The investment in Marvella is considered a joint venture. Accordingly, commencing from the date of the Agreement, the investment in the joint venture is accounted for using the equity method in accordance with IAS 28.
As described above, the consideration to which the Company is entitled upon signing the Agreement is comprised of €977 thousand in cash (received in November 2022) and shares of Ricca with a fair value of €637 thousand (to be received by 31 January 2024 and presented as non-current receivable in the statement of financial position as of 31 December 2022). Accordingly, the total initial consideration of €1614 thousand has been recorded as a gain on the earn-in arrangement in the statement of comprehensive income.
Summarized financial data of the joint venture.
|
|
|
Year ended 31 December |
||
|
|
|
2022 |
|
2021 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
Statement of financial position of joint venture at reporting date: |
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
178 |
|
- |
|
Property, plant and equipment |
|
112 |
|
- |
|
Intangible assets |
|
2,314 |
|
- |
|
|
|
|
|
|
|
Current liabilities |
|
)1( |
|
- |
|
Liability to non-controlling interest in subsidiary |
|
(161) |
|
- |
|
Loan from Firering |
|
(2,073) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity -NCI |
|
(369) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in joint venture |
|
2,073 |
|
- |
During the period from establishment of the joint venture in November 2022 through 31 December 2022, the joint venture had no revenues and no expenses.
For the period ending at 31 December 2022, Ricca funded exploration expenditures of the joint venture in the amount of US$ 267 thousand (€253 thousand). Subsequent to 31 December 2022 and up to close to the date of approval of the financial statements, Ricca funded additional exploration expenditures of the joint venture in the amount of US$ 562 thousand (€533 thousand).
NOTE 20:- OTHER PAYABLES
|
|
|
31 December |
||
|
|
|
2022 |
|
2021 |
|
|
|
Euros in thousands |
||
|
|
|
|
|
|
|
Accrued expenses |
|
262 |
|
82 |
|
Employees and payroll accruals |
|
152 |
|
- |
|
Other accounts payable |
|
37 |
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
451 |
|
102 |
NOTE 21:- EVENTS AFTER THE REPORTING DATE
On 9 March 2023 Marvella exercised the remaining existing option originally between Firering and Atex's shareholder (see Note 6a) and purchased an additional 13% of the issued shares in Atex and reached a total holding of 90% in Atex for a total consideration of €259 thousand. According to the agreement with Ricca Resources, Ricca will pay €200 thousand out of the €259 thousand. (See also Note 19)
- - - -- - - - - - - - - - - - - - - - -
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 4 minutes ago Judges Scientific
- 14 minutes ago AB Dynamics
- 16 minutes ago Henry Boot
- 30 minutes ago TPXimpact Holdings
- 53 minutes ago Ithaca Energy