TIDMEEE

RNS Number : 0455Q

Empire Metals Limited

24 June 2022

Empire Metals Limited / AIM: EEE / Sector: Natural Resources

24 June 2022

Empire Metals Limited ('Empire' or the 'Company')

Final Results

Empire Metals Limited, the AIM-quoted exploration and resource development company, announces its final results for the year ended 31 December 2021.

The annual report and accounts for the year ended 31 December 2021 will be posted to shareholders today and will be available for download on the Company's website, www.empiremetals.co.uk , later today.

Highlights:

-- Significant expansion of the Company's exploration footprint across highly prospective areas of its target jurisdiction, Australia

-- Appointment of highly experienced Managing Director, Mr. Shaun Bunn, in June 2021 to advance rapid expansion strategy in Australia

-- Bolstered core technical team through the appointment of two highly regarded exploration professionals: Mr. Ed Baltis, as Exploration Consultant, and Ms. Louisa Stokes as Exploration Geologist

-- Comprehensive drilling and exploration programme conducted at Empire's proven discovery, the Eclipse Gold Project ('Eclipse' or the 'Project'):

o Completion of a 4,589m reverse circulation ('RC') drilling programme over 44 holes in February 2021, including an intercept of 24m @ 1.44 g/t gold ('Au') near Jack's Dream old workings

o Other significant intercepts include:

-- 8m @ 2.83 g/t Au from 118m downhole

-- 3m @ 2.61 g/t Au from 134m downhole

-- 8m @ 2.32 g/t Au from 70m downhole

-- 6m @ 5.52 g/t Au from 33m downhole

-- 5m @ 4.77 g/t Au from 49m downhole

o Completion of a fully funded 1,893m RC drill programme over 19 holes and 3 PQ core diameter drill holes drilled for 201m in July 2021, which identified a new mineralised lode, the Twin Shafts

o Strategic technical review completed in December 2021 highlighted potential for significant additional mineralisation discovery within the licence area

o Follow-up large scale exploration programme now underway

-- Post period end, the acquisition of the Gindalbie Gold Project ("Gindalbie"), located adjacent to Eclipse, resulted in a 200% expansion of this high-grade gold exploration camp, followed by the expansion of the overall Australian exploration footprint from 9.5km(2) to 1,728km(2) through the strategic acquisition of three highly prospective copper-gold projects

-- Successful conclusion of the Definitive and Binding Sale and Purchase Agreement over the Bolnisi Project in Georgia for a total cash consideration of US$3.3million in June 2021

-- Oversubscribed placing raised GBP1.7 million post period end resulting in a cash at bank of GBP2.7 million at the date of signing to support exploration programmes throughout 2022 and 2023

Shaun Bunn, CEO, commented: "This has been a pivotal year for Empire and it has been an incredibly exciting time to be part of the team. I had the pleasure of joining Empire at the key turning point in its strategy as it intensified its exploration focus on Australia, an area which I know well and has, quite rightly, been continuously hailed as the world's leading mining jurisdiction. With Eclipse forming the initial stepping stone to establishing an Australian exploration portfolio of quality and scale, we have seen some very encouraging results from drilling and technical work undertaken in 2021, further increasing our confidence that our focus within Australia is well placed. This has been clearly put into action with the decision to bolster our position at Eclipse post period end, through the Tribute Agreement in respect to the neighbouring Gindalbie Project, and thus forming the now renamed Eclipse-Gindalbie Project to create real scale in the region.

"This process gained momentum in April this year when we acquired three copper-gold projects, Pitfield, Walton and Stavely, located in highly prospective locations across Australia which combined, cover an area larger than Greater London. This was a real coup for Empire and one which sets us apart as an exploration company with potential access to multiple high value discoveries in sought-after and valued commodities, within a safe and supportive jurisdiction. It is with this in mind that I look forward to the remaining months of 2022 with huge optimism and excitement as we begin to demonstrate the value of these assets through targeted exploration."

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014, as incorporated into UK law by the European Union (Withdrawal) Act 2018, until the release of this announcement.

   For further information please visit www.empiremetals.co.uk   or contact: 
 
  Empire Metals Ltd                    Tel: 020 7907 9327 
   Shaun Bunn / Greg Kuenzel 
  S. P. Angel Corporate Finance        Tel: 020 3470 0470 
   LLP (Nomad & Broker) 
   Ewan Leggat / Adam Cowl 
                                     -------------------- 
                                       Tel: 020 7186 9950 
   Shard Capital Partners LLP 
   (Joint Broker) 
   Damon Heath 
                                     -------------------- 
  St Brides Partners Ltd (Financial    Tel: 020 7236 1177 
   PR) 
   Susie Geliher / Ana Ribeiro 
   / Selina Lovell 
                                     -------------------- 
 

Chairman's Statement

2021 marked a significant year for Empire with an expansion of its footprint in Western Australia, a process which has accelerated post period end. I am delighted to see the progress and advancements we have made throughout the year as we advance our strategy to deliver high impact exploration results across an exciting portfolio of high value projects in proven mining districts of Australia.

The year under review began on a positive note having received the approval at the end of 2020 to proceed with the acquisition of Eclipse Exploration Pty Ltd, which holds the Eclipse license ("Eclipse"). This was completed in February 2021 and set in motion the strategic decisions that followed throughout 2021. Since then, encouraging results from our field work have indicated that Eclipse is part of a significant gold system that requires further exploration to reveal its resource potential.

Our activity at Eclipse during the period started promptly with a second phase drilling programme in January 2021. At this point, drilling was concentrated on the Eclipse vein and testing the known mineralised structures parallel to it as it historically yielded attractive intersections. The RC drilling programme was completed in February 2021 at 4,589m of RC drilling over 44 drillholes. The results confirmed the Company's belief that there are multiple parallel veins in addition to the main Eclipse vein, as well as a different stockwork style of near surface mineralisation near Jack's Dream old workings which included an intercept of 24m @ 1.44 g/t gold, and a number of wide quartz veins beyond and below the old workings were intercepted. In conjunction with the programme, Empire's acquisition of the 75% interest in the project was completed.

These encouraging results prompted the advancement of the next drilling phase at Eclipse in March 2021. This third phase drilling programme was completed for a total of 1,893m over 19 holes and 3 PQ core diameter drill holes drilled for 201.1m in July 2021. The diamond drilling ('DD') replicated the intercepts from previous RC drilling, and a different stockwork style of near surface mineralisation near Jack's Dream old workings was identified which indicated complexity and an increased duration of the gold system. Most significantly, the targeted RC drilling identified a newly discovered mineralised lode running sub-parallel to the main Eclipse vein, referred to as the Twin Shafts. The results confirmed the presence of additional mineralised zones and the existence of several parallel veins in addition to the main Eclipse vein, as we previously believed there to be, and extended the scale of Eclipse's mineralised footprint.

In September 2021, the Company received a technical review of the geology of Eclipse which marked a significant turning point in our understanding and confidence in the project: from the review, it was evident that the mineralised system is much larger than we originally anticipated. It indicated that the Eclipse Shaft may connect to the Jack's Dream area, which would mean a total known strike length of 500m and proves multiple parallel mineralised structures. Paired with our drilling results to date, it implied that gold mineralisation likely continues at greater depths than previously thought. With this information, it was clear that Eclipse merited further drilling to test the strike and depth extensions of the multiple gold structures.

By the end of the year, we undertook a strategic technical review of Eclipse and revisited all data collected to develop a more advanced understanding of the known mineralisation. The database highlighted the potential for significant additional mineralisation discovery within the licence area as only 20% of the RC holes drilled to date penetrated below the gold depleted regolith zone - meaning that we have only scratched the surface of Eclipse's potential. The design of a larger scale exploration programme was soon underway, and a new series of drilling programmes was scheduled for Q1 2022. It also became obvious that additional ground was needed to be acquired to cover what was clearly emerging as a much larger gold system.

Post-period end, Empire increased its mineralised footprint in the Eclipse area by +200% by entering into a Tribute Agreement giving Empire the rights to explore, develop and mine the Gindalbie Gold Project ('Gindalbie'). By consolidating Eclipse and Gindalbie into the Eclipse-Gindalbie Project Area ('Eclipse-Gindalbie'), Empire successfully furthered its hold in Western Australia with a highly prospective and significant area to explore. I am confident that Eclipse-Gindalbie will continue to reveal its resource potential as we advance our exploration and development strategy here.

Aside from the developments with Eclipse, the Company was involved in continued discussions with other parties to evaluate potential additional acquisitions. In May 2021, Empire entered into an Option Agreement (the 'Agreement') to acquire a 75% interest in the Central Menzies Gold Project ('Central Menzies'), which consisted of four highly prospective early-stage exploration licences in Western Australia. Empire began exploration activities in June 2021 and undertook an RC drilling campaign for over 2,100m throughout August and September 2021, following the identification of two mineralised corridors known as the Teglio and Nugget Patch prospects. After receiving results in November 2021 that confirmed the prospectivity of Central Menzies, a follow up second phase drilling programme begun in December 2021. The results were received in January 2022 and were generally inconclusive, which prompted the board to finalise their plans to terminate the Option over Central Menzies in order to focus fully on what has now become Eclipse-Gindalbie, which presented a more promising opportunity. Similarly, in February 2021, Empire decided to not extend the agreement to acquire the Munni Munni Palladium Project in Western Australia for the same reason.

As shareholders will be aware, Empire agreed to sell its 50% interest in JSC Georgian Copper and Gold in June 2021 for a total cash consideration of US$3.3 million. This sale allowed a transition in strategy to focus on actively exploring new assets in Australia, a top exploration and mining jurisdiction, together with an injection of capital to execute our exploration plans.

Financial Results

As an exploration and development group which has no revenue we are reporting a loss for the twelve months ended 31 December 2021 of GBP589,254 (31 December 2020: loss of GBP572,989).

The Group's cash position at the date of signing this report is GBP2,700,000.

Corporate

In line with Empire's shift in focus to Australia, Mike Struthers, who held the position of CEO at the Company since January 2018, stepped down in February 2021. Mike remained a key member of the team during this handover period to Shaun Bunn, who joined as Managing Director in June 2021, and Mike continued as a Non-Executive Director of the Company until June 2022. I am extremely grateful to Mike for his time with us, and his dedication to advancing Empire's portfolio, and I know he will continue to support our developments as a valued shareholder of the Company.

We were delighted to report in May 2021, that Shaun Bunn would be joining the Board as Managing Director effective from 1 June 2021. His impressive 35 years' experience in exploration, mining, processing and project development, including 25 years' experience in the gold mining sector, has proved to be invaluable to Empire over the past year. Furthermore, his origins and networks in the Western Australian mining sector further complements Empire's strategy to find and develop new opportunities, and as we develop Eclipse-Gindalbie and extend our portfolio to new areas and commodities.

In addition, we appointed Ed Baltis as Exploration Consultant and Louisa Stokes as Exploration Geologist in September 2021. The appointment of two highly regarded and experienced professionals represented a significant milestone for Empire as the core exploration team continues to grow in order to support the advancement of its portfolio of assets.

Outlook

Australia, and Western Australia in particular, has cemented its status as a leading mining jurisdiction over recent years. Having witnessed first-hand the increase in mining activity surrounding our projects, gold exploration and mining has particularly seen a boom. This, alongside the strong gold and copper price performance in recent years, places us in a strong position. With this in mind, Empire has made significant strides in increasing its exploration footprint across the country and has, post period end, expanded its commodity focus to include three copper-gold projects as well.

These projects, the Pitfield Copper-Gold Project, the Walton Copper-Gold Project and the Stavely Copper-Gold Project, are located in mining regions of Western Australia, and in the Stavely Arc region of Victoria in the case of Stavely, all known for world class and significant copper and/or gold discoveries. Along with these assets, which has provided Empire with an exploration landholding of the highest calibre, we also grew the technical and exploration capabilities of our team with the inclusion of the geologists who first identified these prospects.

This is a careful evolution of our strategy whereby Empire now has a significant landholding, across various prospective mineralised terranes, encompassing several commodities in demand and with distinct geological signatures. With the application of comprehensive, yet low cost, exploration programmes across this portfolio, I believe Empire is in an exceptionally strong position to make significant new discoveries and develop valuable future resources.

I would like to extend my sincere thanks to our shareholders for their patience and resolve, my colleagues on the board and in our operational teams for their continued guidance and expertise, and on behalf of the whole Empire team, I look forward to providing our shareholders with further regular updates over the coming months.

Neil O'Brien

Non-Executive Chairman

23 June 2022

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2021

 
                                                                Group 
                                                   ------------------------------ 
  Registered number: 1570939                 Note            2021            2020 
                                                              GBP             GBP 
-----------------------------------------  ------  --------------  -------------- 
  Non-Current Assets 
  Property, plant and equipment               9                 -           1,423 
  Intangible assets                           10        1,952,419          31,673 
  Total Non-current assets                              1,952,419          33,096 
-----------------------------------------  ------  --------------  -------------- 
  Current Assets 
  Trade and other receivables                 11           87,198         294,366 
  Financial assets at fair value through 
   profit or loss                             12                -         427,314 
  Cash and cash equivalents                   13        2,210,371       2,289,638 
  Assets classified as held for sale          23                -         425,562 
-----------------------------------------  ------  --------------  -------------- 
  Total current assets                                  2,297,569       3,436,880 
-----------------------------------------  ------  --------------  -------------- 
  Total Assets                                          4,249,988       3,469,976 
-----------------------------------------  ------  --------------  -------------- 
  Current Liabilities 
  Trade and other payables                    14          124,543          82,340 
-----------------------------------------  ------  --------------  -------------- 
  Total Current Liabilities                               124,543          82,340 
-----------------------------------------  ------  --------------  -------------- 
  Total Liabilities                                       124,543          82,340 
-----------------------------------------  ------  --------------  -------------- 
  Net Assets                                            4,125,445       3,387,636 
-----------------------------------------  ------  --------------  -------------- 
  Equity attributable to owners of 
   the Parent 
  Share capital                                15               -               - 
  Share premium                                15      43,836,855      43,065,981 
  Reverse acquisition reserve                        (18,845,147)    (18,845,147) 
  Other reserves                               16         520,293         152,793 
  Accumulated losses                                 (21,386,556)    (20,985,991) 
-----------------------------------------  ------  --------------  -------------- 
  Total equity attributable to owners 
   of the Parent                                        4,125,445       3,387,636 
-----------------------------------------  ------  --------------  -------------- 
  Total Equity                                          4,125,445       3,387,636 
-----------------------------------------  ------  --------------  -------------- 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Year ended 31 December 2021

 
                                                                                          Group 
                                                                             ------------------------------ 
                                                                       Note      Year ended      Year ended 
                                                                                31 December     31 December 
                                                                                       2021            2020 
    Continuing Operations                                                               GBP             GBP 
-------------------------------------------------------------------  ------  --------------  -------------- 
  Revenue                                                               6                 -           1,204 
  Cost of sales                                                                           -               - 
-------------------------------------------------------------------  ------  --------------  -------------- 
  Gross profit                                                                            -           1,204 
-------------------------------------------------------------------  ------  --------------  -------------- 
  Administration expenses                                               7       (1,912,498)       (958,694) 
  Other losses                                                          18        (417,138)           3,721 
  Operating loss before taxation                                                (2,329,636)       (953,769) 
-------------------------------------------------------------------  ------  --------------  -------------- 
  Income tax                                                            8          (11,154)         (1,555) 
-------------------------------------------------------------------  ------  --------------  -------------- 
  Loss for the year from continuing 
   operations                                                                   (2,340,790)       (955,324) 
-------------------------------------------------------------------  ------  --------------  -------------- 
  (Loss)/profit from discontinued operations 
   (attributable to equity holders of 
   the Company)                                                         23        1,751,536         382,335 
-------------------------------------------------------------------  ------  --------------  -------------- 
  Loss for the year                                                               (589,254)       (572,989) 
-------------------------------------------------------------------  ------  --------------  -------------- 
  Loss attributable to: 
 
        *    owners of the Parent                                                 (589,254)       (572,989) 
                                                                                  (589,254)       (572,989) 
-------------------------------------------------------------------  ------  --------------  -------------- 
 
    Other Comprehensive Income: 
  Items that may be subsequently reclassified 
   to profit or loss 
  Exchange differences on translating 
   foreign operations                                                               (8,056)             661 
  Total Comprehensive Income                                                      (597,310)       (572,328) 
-------------------------------------------------------------------  ------  --------------  -------------- 
  Attributable to: 
 
        *    owners of the Parent                                                 (597,310)       (572,328) 
  Total Comprehensive Income                                                      (597,310)       (572,328) 
-------------------------------------------------------------------  ------  --------------  -------------- 
 
        *    Total comprehensive income attributable to 
             discontinued operations 
 
                                                                                  1,751,536         382,335 
        *    Total comprehensive income attributable to continuing 
             operations                                                         (2,349,326)       (954,663) 
-------------------------------------------------------------------  ------  --------------  -------------- 
 
  Earnings per share (pence) from continuing 
   operations attributable to owners of 
   the Parent - Basic & Diluted                                         21          (0.706)         (0.456) 
-------------------------------------------------------------------  ------  --------------  -------------- 
  Earnings per share (pence) from discontinued 
   operations attributable to owners of 
   the Parent - Basic & Diluted                                         21            0.528           0.183 
-------------------------------------------------------------------  ------  --------------  -------------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the year ended 31 December 2021

 
 
                                                         Reverse 
                                           Share     acquisition        Other        Retained        Total 
                                         premium         reserve     reserves          losses       equity 
                                             GBP             GBP          GBP             GBP          GBP 
----------------------------------  ------------  --------------  -----------  --------------  ----------- 
  As at 1 January 2020                39,265,637    (18,845,147)      138,014    (20,413,002)      145,502 
----------------------------------  ------------  --------------  -----------  --------------  ----------- 
  Loss for the year                            -               -            -       (572,989)    (572,989) 
----------------------------------  ------------  --------------  -----------  --------------  ----------- 
  Other comprehensive income 
  Exchange differences on 
   translating foreign operations              -               -          661               -          661 
----------------------------------  ------------  --------------  -----------  --------------  ----------- 
  Total comprehensive income 
   for the year                                -               -          661       (572,990)    (572,328) 
----------------------------------  ------------  --------------  -----------  --------------  ----------- 
  Transactions with owners 
  Issue of ordinary shares             4,014,288               -            -               -    4,014,288 
  Share issue charge                   (213,944)               -            -               -    (213,944) 
  Share option charge                          -               -       14,118               -       14,118 
----------------------------------  ------------  --------------  -----------  --------------  ----------- 
  Total transactions with 
   owners                              3,800,344               -       14,118               -    3,814,462 
  As at 31 December 2020              43,065,981    (18,845,147)      152,793    (20,985,991)    3,387,636 
----------------------------------  ------------  --------------  -----------  --------------  ----------- 
  As at 1 January 2021                43,065,981    (18,845,147)      152,793    (20,985,991)    3,387,636 
----------------------------------  ------------  --------------  -----------  --------------  ----------- 
  Loss for the year                            -               -            -       (589,254)    (589,254) 
  Other comprehensive income 
  Exchange differences on 
   translating foreign operations              -               -      (8,056)               -      (8,056) 
  Total comprehensive income 
   for the year                                -               -      (8,056)       (589,254)    (597,310) 
----------------------------------  ------------  --------------  -----------  --------------  ----------- 
  Transactions with owners 
  Issue of ordinary shares               770,874               -            -               -      770,874 
  Share option charge                          -               -      564,245               -      564,245 
  Expiry of Share Options                      -               -    (188,689)         188,689            - 
  Total transactions with 
   owners                                770,874               -      375,556         188,689    1,335,119 
----------------------------------  ------------  --------------  -----------  --------------  ----------- 
  As at 31 December 2021              43,836,855    (18,845,147)      520,293    (21,386,556)    4,125,445 
----------------------------------  ------------  --------------  -----------  --------------  ----------- 
 
 

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 December 2021

 
                                                                  Group 
                                                       -------------------------- 
                                                 Note           2021         2020 
                                                                 GBP          GBP 
---------------------------------------------  ------  -------------  ----------- 
  Cash flows from operating activities 
  Loss after taxation including discontinued 
   operations                                              (589,254)    (572,989) 
  Adjustments for: 
  Services satisfied by issue of 
   shares                                                    438,059       82,144 
  Services satisfied by issue of 
   warrants                                                        -       14,118 
  Share based payment                                        473,336            - 
  Share of loss/ (profit) on joint 
   venture - discontinued operations                          23,593    (382,335) 
  Net finance income                                            (71)            - 
  Impairment of investments in joint                         417,138            - 
   venture 
  Loss/(gain) on sale of property, 
   plant and equipment                                             -     (12,724) 
  Gain on sale of investment - discontinued 
   operations                                            (1,775,129) 
  Tax expense                                                 11,154        1,555 
  Depreciation and amortisation                                1,423        9,183 
  Decrease in trade and other receivables                   (22,071)      (7,158) 
  Increase/(Decrease) in trade and 
   other payables                                             31,281      (8,595) 
  Net cash used in operating activities                    (990,541)    (876,801) 
---------------------------------------------  ------  -------------  ----------- 
  Cash flows from investing activities 
  Loans granted to subsidiaries and 
   joint venture partners - discontinued 
   operations                                               (22,240)     (44,164) 
  Purchase of financial asset                                      -    (345,170) 
  Additions to exploration and evaluation 
   intangible asset                                      (1,512,430)     (31,673) 
  Sale of property, plant and equipment                            -       20,000 
  Sale of investment in joint venture                      2,327,944            - 
   - discontinued operations 
  Net cash used in investing activities                      793,274    (401,007) 
---------------------------------------------  ------  -------------  ----------- 
  Cash flows from financing activities 
  Proceeds from issue of shares                              118,000    3,730,550 
  Cost of share issue                                              -    (213,944) 
  Net cash generated from financing 
   activities                                                118,000    3,516,606 
---------------------------------------------  ------  -------------  ----------- 
  Net Increase/decrease in cash 
   and cash equivalents                                     (79,267)    2,238,798 
  Cash and cash equivalents at beginning 
   of year                                                 2,289,638       50,840 
---------------------------------------------  ------  -------------  ----------- 
  Cash and cash equivalents at end 
   of year                                        13       2,210,371    2,289,638 
---------------------------------------------  ------  -------------  ----------- 
             Non-cash investing and financing 
                                   activities 
          Purchase of financial asset - share 
                             based payment(1)                      -      164,288 
  Acquisition of exploration license                         332,185            - 
   - share based payment(2) 
  Advisory fees settled in shares(3)                         438,059            - 
  Share options and warrants issued 
   in respect of services                         17         473,336            - 
  Acquisition of exploration license 
   - issue of warrants                            17          90,909            - 
---------------------------------------------  ------  -------------  ----------- 
 

(1) Comprised of 4,693,954 shares at 1.75p in respect of consideration payable and 4,693,954 shares at 1.75p in respect of finders' fees related to the Eclipse Option.

(2) Comprised of 7,095,512 shares at 3.91p in respect of consideration payable to acquire the remaining 75% of the Eclipse Option and 1,921,068 shares at 2.85p in respect of consideration payable to acquire the remaining 75% of the Central Menzies license.

(3) Comprised of 3,995,238 shares at 2.65p to settle invoices for advisory services, 7,095,512 shares at 3.91p in respect of finders' fees related to the Eclipse Option and 1,921,068 shares at 2.85p in respect of finders' fees related to the Central Menzies Option.

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2021

ACCOUNTING POLICIES

   1.    General Information 

The principal activity of Empire Metals Limited ("the Company") and its subsidiaries (together "the Group") is to implement its mineral exploration strategy to advance projects towards defining a sufficient in-situ mineral resource to support a detailed feasibility study towards mine development and production.

The Company's shares are traded on AIM, a market operated by the London Stock Exchange. The Company is incorporated in the British Virgin Islands and domiciled in the United Kingdom. The Company changed its name to Empire Metals Limited on 10 February 2020.

The address of its registered office is Craigmuir Chambers, PO Box 71, Road Town, Tortola, BVI.

   2.    Summary of Significant Accounting Policies 

The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1 Basis of Preparation of Financial Statements

The Group Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRS IC) interpretations as adopted by the European Union. The Group Financial Statements have been prepared under the historical cost convention, unless stated otherwise.

The Financial Statements are presented in UK Pounds Sterling rounded to the nearest pound.

The preparation of Financial Statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements, are disclosed in Note 4 .

2.2 Changes in accounting policy and disclosures

(a) New and amended standards mandatory for the first time for the financial periods beginning on or after 1 January 2021

The International Accounting Standards Board (IASB) issued various amendments and revisions to International Financial Reporting Standards and IFRIC interpretations. The amendments and revisions were applicable for the period ended 31 December 2021 but did not result in any material changes to the Financial Statements of the Group.

b) New standards, amendments and interpretations in issue but not yet effective or not yet endorsed and not early adopted

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

 
  Standard                Impact on initial application         Effective date 
----------------------  ------------------------------------  ----------------- 
  IFRS 16 (Amendments)    Property, plant, and equipment        *1 January 2022 
                        ------------------------------------  ----------------- 
  IAS 1 (Amendments)      Classification of Liabilities          1 January 2022 
                           as Current or Non-Current. 
                        ------------------------------------  ----------------- 
  Annual improvements     2018-2020 Cycle                        1 January 2022 
                        ------------------------------------  ----------------- 
  IAS 37 (Amendments)     Provisions, contingent liabilities    *1 January 2022 
                           and contingent assets 
                        ------------------------------------  ----------------- 
  IAS 8 (Amendments)      Accounting estimates                   1 January 2023 
                        ------------------------------------  ----------------- 
 
 

(*) Subject to endorsement

The Group is evaluating the impact of the new and amended standards above which are not expected to have a material impact on future Group Financial Statements .

Basis of Consolidation

The Group Financial Statements consolidate the Financial Statements of Empire Metals Limited and the Financial Statements of all of its subsidiary undertakings made up to 31 December 2021.

Subsidiaries are 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 has the ability to affect those returns through its power over the entity. Where an entity does not have returns, the Group's power over the investee is assessed as to whether control is held. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Below is a summary of subsidiaries of the Group:

 
                                             Parent company                           Share 
                            Place of                               Registered         capital       Principal 
  Name of subsidiary         business                                capital           held         activities 
---------------------  -----------------  ------------------  -------------------  ----------  ----------------- 
  Kibe Investments           British         Empire Metals          Ordinary           100%          Dormant 
   No.2 Limited           Virgin Islands           Ltd             shares US$12 
---------------------  -----------------  ------------------  -------------------  ----------  ----------------- 
  Noricum Gold               Austria        Kibe Investments        Ordinary           100%        Exploration 
   AT GmbH                                    No.2 Limited       shares EUR35,000 
---------------------  -----------------  ------------------  -------------------  ----------  ----------------- 
  GMC Investments            British         Empire Metals          Ordinary           100%          Dormant 
   Limited                Virgin Islands           Ltd             shares US$1 
---------------------  -----------------  ------------------  -------------------  ----------  ----------------- 
  European Mining        United Kingdom      Empire Metals          Ordinary           100%      Mining Services 
   Services Limited                                Ltd                shares 
                                                                       GBP1 
---------------------  -----------------  ------------------  -------------------  ----------  ----------------- 
  Eclipse Exploration       Australia        Empire Metals          Ordinary           100%        Exploration 
   Pty Ltd                                         Ltd                Shares 
                                                                      AUD$1 
---------------------  -----------------  ------------------  -------------------  ----------  ----------------- 
 

Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognised in assets are also eliminated. Accounting

policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

2.3 Going Concern

The Group's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Chairman's Report from page 3. In addition, Note 3 to the Financial Statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; and details of its exposure to credit and liquidity risk.

The Financial Statements have been prepared on a going concern basis. Although the Group's assets are not generating steady revenue streams, an operating loss has been reported and an operating loss is expected in the 12 months to 31 December 2022, the Directors believe that the Group will have sufficient funds to meet its immediate working capital requirements and undertake its targeted operating activities over the next 12 months from the date of approval of these Financial Statements. As at the balance sheet date, the Group has cash and cash equivalents of GBP2,210,372 which is foreseen to adequately cover forecast working capital requirements.

Post year end, the Parent Company successfully raised gross proceeds of GBP1,700,000 via the issue of 85,000,000 new ordinary shares, providing the Group with additional liquidity.

The Directors have, in the light of all the above circumstances, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the Group Financial Statements.

2.4 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

Segment results, include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

2.5 Foreign Currencies

(a) Functional and presentation currency

Items included in the Financial Statements of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The functional currency of the Company is Sterling, the functional currency of the BVI subsidiaries is US Dollars, the functional currency of the Austrian subsidiary is Euros and the functional currency of the Australian subsidiary is AUD Dollars. The Financial Statements are presented in Pounds Sterling, rounded to the nearest pound.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement.

(c) Group companies

The results and financial position of all the Group's entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

-- assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

-- income and expenses for each statement of comprehensive income presented are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

-- all resulting exchange differences are recognised in other comprehensive income where material.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future, are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.

2.6 Intangible Assets

Exploration and evaluation assets

The Group recognises expenditure as exploration and evaluation assets when it determines that those assets will be successful in finding specific mineral resources. Expenditure included in the initial measurement of exploration and evaluation assets and which are classified as intangible assets, relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production.

Exploration and evaluation assets are recorded and held at cost.

Exploration and evaluation assets are assessed for impairment annually or when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assessment is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas. IFRS 6 permits impairments of exploration and evaluation expenditure to be reversed should the conditions which led to the impairment improve. The Group continually monitors the position of the projects capitalised and impaired.

Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead to the discovery of commercially viable quantities of mineral resources and the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to the Income Statement.

2.7 Property, Plant and Equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:

Computer equipment - 20 to 50% straight line

Field equipment - 20 to 50% straight line

Vehicles - 20% straight line

All assets are subject to annual impairment reviews. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replacement part is derecognised. All other repairs and maintenance are charged to the Income Statement during the financial period in which they are incurred.

The asset's residual value and useful economic lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other net gains / (losses)' in the income statement.

2.8 Impairment of non-financial assets

Assets that have an indefinite useful life, for example, intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment. An impairment loss is recognised 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 to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

Non-financial assets that suffered impairment (except goodwill) are reviewed for possible reversal of the impairment at each reporting date.

2.9 Assets classified as held for sale

Assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying value and fair value less costs to sell. An impairment loss is recognised for any subsequent write-down of the asset to fair value less costs to sell.

2.10 Financial Assets

(a) Classification

The Group classifies its financial assets in the following categories: at amortised cost including trade receivables and other financial assets at amortised cost, at fair value through other comprehensive income and at fair value through profit or loss, loans and receivables, and available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

(b) Recognition and measurement

Amortised cost

Trade and other receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognised at fair value. The group holds the trade and other receivables with the objective of collecting the contractual cash flows, and so it measures them subsequently at amortised cost using the effective interest method.

The group classifies its financial assets as at amortised cost only if both of the following criteria are met:

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

-- the contractual terms give rise to cash flows that are solely payments of principle and interest.

(c) Impairment of financial assets

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date.

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity.

At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

   (d)           Derecognition 

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. This is the same treatment for a financial asset measured at FVTPL.

2.11 Financial Liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group's financial liabilities include trade and other payables.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Trade and other payables

After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process.

Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other comprehensive income.

Derecognition

A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income.

Fair value

All assets and liabilities for which fair value is measured or disclosed in the consolidated Financial Statements are categorised within the fair value hierarchy. The fair value hierarchy prioritises the inputs to valuation techniques used to measure fair value. The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments and other assets and liabilities for which the fair value was used:

   -       level 1: quoted prices in active markets for identical assets or liabilities; 

- level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

- level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

2.12 Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and in hand.

2.13 Taxation

Tax for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised directly in equity. In this case the tax is also recognised directly in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company's subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated Financial Statements . However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted, or substantially enacted, by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries, associates and joint arrangements, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeable future. Generally the group is unable to control the reversal of the temporary difference for associates. Only where there is an agreement in place that gives the group the ability to control the reversal of the temporary difference not recognised.

Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries, associates and joint arrangements only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

There has been no tax credit or expense for the period relating to current or deferred tax.

2.14 Share Capital, share premium and other reserves

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 provided there is sufficient premium available. Should sufficient premium not be available placing costs are recognised in the Income Statement.

Other reserves consist of the share option reserve and the foreign exchange translation reserve. See Note 16 for further detail.

2.15 Reverse acquisition reserve

The reverse acquisition reserve arose on the acquisition of Kibe Investments No. 2 Limited in 2010. There has been no movement in the reserve since that date.

2.16 Share Based Payments

The Group operates a number of equity-settled share-based schemes, under which the entity receives services from employees or third-party suppliers as consideration for equity instruments (shares, options and warrants) of the Group. The Group may also issue warrants to share subscribers as part of a share placing. The fair value of the equity-settled share based payments is recognised as an expense in the income statement or charged to equity depending on the nature of the service provided or instrument issued. The total amount to be expensed or charged in the case of options is determined by reference to the fair value of the options or warrants granted:

   --      including any market performance conditions; 

-- excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and

-- including the impact of any non-vesting conditions (for example, the requirement for employees to save).

In the case of shares and warrants the amount charged to the share premium account is determined by reference to the fair value of the services received if available. If the fair value of the services received is not determinable the shares are valued by reference to the market price and the warrants are valued by reference to the fair value of the warrants granted as described previously.

Non-market vesting conditions are included in assumptions about the number of options or warrants that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement or equity as appropriate, with a corresponding adjustment to another reserve in equity.

When the warrants or options are exercised, the Company issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the warrants or options are exercised.

2.17 Operating Leases

Leases of assets under which the short-term exemption under IFRS 16 has been taken and which a significant amount of the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Operating lease payments are charged to the income statement on a straight-line basis over the period of the respective leases.

2.18 Revenue Recognition

Revenue is recognised in respect of amounts recharged to project strategic partners in accordance with their contractual terms. Revenue is also generated from management and consulting services to third parties.

The Group derives revenue from the transfer of services overtime and at a point in time in the service lines detailed below. Revenues from external customers come from consulting services.

The Group provides management services to subsidiary undertakings and joint venture entities for a fixed monthly fee. Revenue from providing services is recognised in the accounting period in which the services are rendered. Efforts to satisfy the performance obligation are expended evenly throughout the performance period and so the performance obligation is considered to be satisfied evenly over time.

2.19 Finance Income

Finance income consists of bank interest on cash and cash equivalents which is recognised using the effective interest rate method.

2.20 Discontinued Operations

A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:

-- represents a separate major line of business or geographic area of operations;

-- is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or

-- is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale.

When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is represented as if the operation had been discontinued from the start of the comparative year.

   3.    Financial Risk Management 

3.1 Financial Risk Factors

The Group's activities expose it to a variety of financial risks being market risk (including, interest rate risk, currency risk and price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

Market Risk

(a) Foreign currency risks

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD and Euros against the UK pound. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group negotiates all material contracts for activities in relation to its subsidiary in USD and Euros. The Directors will continue to assess the effect of movements in exchange rates on the Group's financial operations and initiate suitable risk management measures where necessary.

(b) Price risk

The Group is not exposed to commodity price risk as a result of its operations, which are still in the exploration phase. Other than insignificant consulting revenue, the only revenue relates to revenue charged to the joint venture JSC Georgian Copper & Gold. The Directors will revisit the appropriateness of this policy should the Group's operations change in size or nature.

The Group has no exposure to equity securities price risk, as it has no listed equity investments.

(c) Interest rate risk

As the Group has no borrowings, it is not exposed to interest rate risk on financial liabilities. The Group's interest rate risk arises from its cash held on short-term deposit, which is not significant.

Credit Risk

Credit risk arises from cash and cash equivalents as well as outstanding receivables. Management does not expect any losses from non-performance of these receivables.

The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board. No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties.

The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.

Liquidity Risk

In keeping with similar sized mineral exploration groups, the Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital. The Directors are confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed. In April 2022, the Company raised net proceeds of GBP1.7m. See note 2.4 for further details on going concern and liquidity.

3.2 Capital Risk Management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, in order to provide returns for shareholders and to enable the Group to continue its exploration and evaluation activities. The Group has no debt at 31 December 2021 and defines capital based on the total equity of the Company being GBP4.1m. The Group monitors its level of cash resources available against future planned exploration and evaluation activities and may issue new shares in order to raise further funds from time to time.

   4.    Critical Accounting Estimates and Judgements 

The preparation of the Group Financial Statements in conformity with IFRSs requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant items subject to such estimates and assumptions include, but are not limited to:

Fair Value Financial Instruments through Profit and Loss

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. The Financial Instrument held at FVPL was reclassified to intangible assets during the current period as the conditions to exercise the option were exercised.

Impairment of exploration and evaluation costs

Exploration and evaluation costs have a carrying value at 31 December 2021 of GBP1,952,419 (2020: GBP31,673): refer to Note 10 for more information. The Group has a right to renew exploration permits and the asset is only depreciated once extraction of the resource commences. Management tests annually whether exploration projects have future economic value in accordance with the accounting policy stated in Note 2.7 . Each exploration project is subject to an annual review by either a consultant or senior company geologist to determine if the exploration results returned during the year warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration the expected costs of extraction, long term metal prices, anticipated resource volumes and supply and demand outlook. In the event that a project does not represent an economic exploration target and results indicate there is no additional upside, a decision will be made to discontinue exploration.

Towards the end of 2021, management had doubts over the viability of Central Menzies. These were confirmed shortly after the year end with the publication of the results of a second phase of RC drilling which focused on testing the Nugget Patch gold trend to confirm if there was higher grade mineralisation sitting at depth below a supergene gold enriched zone and to confirm historic high grade gold intersections closely associated with the main workings at Teglio. The results were generally inconclusive, with no obvious continuity along strike and no significant high-grade intercepts. In February 2022, the Directors formally announced that it would not take up the Option over the Central Menzies Gold Project. As such, management believe there were conditions at the year end to suggest that Central Menzies exploration asset was impaired and it was written off in full.

Share based payment transactions

The Group has made awards of options and warrants over its unissued share capital to certain Directors and employees as part of their remuneration package. Certain warrants have also been issued to shareholders as part of their subscription for shares and to suppliers for various services received.

The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in Note 17.

   5.    Segmental Information 

As at 31 December 2021, the Group operates in three geographical areas, the UK, Austria and Australia. The Company operates in one geographical area, the UK. Activities in the UK are mainly administrative in nature whilst activities in Austria and Australia relate to exploration and evaluation work. The reports used by the chief operating decision maker are based on these geographical segments.

The Group generated no revenue during the year ended 31 December 2021 (2020: GBP1,204).

 
  2021                                Australia     Austria             UK          Total 
                                                        GBP            GBP            GBP 
----------------------------------  -----------  ----------  -------------  ------------- 
 
  Revenue                                     -           -              -              - 
  Administrative expenses             (493,695)    (16,090)    (1,402,713)    (1,912,498) 
  Other gains/(losses)                (417,138)           -              -      (417,138) 
                                    ----------- 
  Operating loss from continued 
   operations per reportable 
   segment                            (910,833)    (16,090)    (1,402,713)    (2,329,636) 
                                    -----------  ----------  -------------  ------------- 
  Additions to non-current assets     1,915,069      24,675              -      1,939,744 
  Reportable segment assets           1,959,947      61,506      2,228,535      4,249,988 
  Reportable segment liabilities         77,538       3,207         43,798        124,543 
----------------------------------  -----------  ----------  -------------  ------------- 
 

Segment assets and liabilities are allocated based on geographical location.

 
  2020                                     Austria           UK        Total 
                                               GBP          GBP          GBP 
-------------------------------------   ----------  -----------  ----------- 
 
  Revenue                                        -        1,204        1,204 
  Administrative expenses                 (41,781)    (916,913)    (958,694) 
  Other gains/(losses)                         164        3,557        3,721 
  Operating loss from continued 
   operations per reportable segment      (41,617)    (912,152)    (953,769) 
                                        ----------  -----------  ----------- 
  Additions to non-current assets           31,673            -       31,673 
  Reportable segment assets                 41,155    3,428,821    3,469,976 
  Reportable segment liabilities             6,867       75,473       82,340 
--------------------------------------  ----------  -----------  ----------- 
 

6. Revenue

 
                            2021     2020 
                             GBP      GBP 
-----------------------  -------  ------- 
  Operational services         -    1,204 
                               -    1,204 
 -------------------------------  ------- 
 

Operational services are recharged by European Mining Services which include salaries, sample preparation and assay costs and consulting fees. No such recharges were made during the year.

7. Expenses by Nature

 
                                                          2021       2020 
                                                           GBP        GBP 
-------------------------------------------------  -----------  --------- 
 
  Directors' fees (note 20)                            233,849    249,824 
  Employee Expenses                                     23,522          - 
  Fees payable to the Company's auditors for 
   the audit of the Parent Company and group 
   financial statements                                 30,955     30,180 
  Professional, legal and consulting fees              362,808    283,815 
  Accounting related services                           26,471     16,425 
  Insurance                                             19,830     23,797 
  Office and administrative expenses                    89,985     39,542 
  Depreciation                                           1,423      9,183 
  Travel and subsistence                                19,354      8,156 
  AIM related costs including investor relations       182,446    154,083 
  Share option expense                                 473,336     14,118 
  Fees paid in shares                                  438,059          - 
  Operations related costs                                   -    129,571 
  Other expenses                                        10,460          - 
-------------------------------------------------  -----------  --------- 
  Total administrative expenses                      1,912,498    958,694 
-------------------------------------------------  -----------  --------- 
 
   8.    Taxation 

The tax on the Group's loss differs from the theoretical amount that would arise using the weighted average tax rate applicable to the losses of the consolidated entities as follows:

 
                                                             Group 
                                                         2021         2020 
                                                          GBP          GBP 
  Loss before tax including discontinued 
   operations                                       (578,100)    (572,989) 
                                                  -----------  ----------- 
  Tax at the weighted average rate of 31.6% 
   (2020: 19%)                                      (182,743)    (108,868) 
  Expenditure not deductible for tax purposes         111,184      (2,360) 
  Tax losses utilised                               (367,903)            - 
  Net tax effect of losses carried forward 
   on which no deferred tax asset is recognised       450,616      109,673 
                                                  -----------  ----------- 
  Income tax for the year                              11,154        1,555 
                                                  -----------  ----------- 
 

No charge to taxation arises due to the losses incurred.

The weighted average applicable tax rate of 23.3% (2020: 19.08%) used is a combination of the 19% standard rate of corporation tax in the UK, 25% Austrian corporation tax and 26% Australian corporation tax.

The Group has accumulated tax losses of approximately GBP6,965,000 (2020: GBP6,547,000 ) available to carry forward against future taxable profits. A deferred tax asset has not been recognised because of uncertainty over future taxable profits against which the losses may be utilised.

   9.    Property, Plant and Equipment 
 
                                             Field      Computer     Total 
                                         equipment     equipment       GBP 
                                               GBP           GBP 
-----------------------------------   ------------  ------------  -------- 
  Cost 
-----------------------------------   ------------  ------------  -------- 
  As at 31 December 2020                    10,229        25,545    35,774 
------------------------------------  ------------  ------------  -------- 
  As at 1 January 2021                      10,229        25,545    35,774 
  Exchange differences                           -             -         - 
  As at 31 December 2021                    10,229        25,545    35,774 
------------------------------------  ------------  ------------  -------- 
 
    Depreciation 
-----------------------------------   ------------  ------------  -------- 
  As at 31 December 2020                     9,674        24,677    34,351 
------------------------------------  ------------  ------------  -------- 
  Charge for the year                          555           868     1,423 
------------------------------------  ------------  ------------  -------- 
  As at 31 December 2021                    10,229        25,545    35,774 
------------------------------------  ------------  ------------  -------- 
  Net book value as at 31 December 
   2020                                        555           868     1,423 
------------------------------------  ------------  ------------  -------- 
  Net book value as at 31 December               -             -         - 
   2021 
------------------------------------  ------------  ------------  -------- 
 

10. Intangible Assets

 
 
  Exploration & Evaluation Assets at Cost          2021      2020 
   and Net Book Value                               GBP       GBP 
------------------------------------------  -----------  -------- 
  Balance as at 1 January                        31,673         - 
  Additions                                   1,512,430    31,673 
  Transfer from financial asset                 427,314         - 
  Foreign exchange differences                 (18,998)         - 
  As at 31 December                           1,952,419    31,673 
------------------------------------------  -----------  -------- 
 

The brought forward Exploration & Evaluation balance relates to work performed at the Company's Rotguelden licence area in Austria. The Austrian licences were renewed in December 2020 for an additional 5 years.

The additions in the year relate to two drilling program areas; Eclipse Gold Project and Gindalbie Gold Project.

Eclipse Gold Project

In 2020 the Group acquired an option to purchase 75% of the Eclipse Gold license. The option was exercised in February 2021 for a consideration of AUD$1,000,000 (approximately GBP550,000) in cash and AUD$500,000 (GBP277,750) settled via the issue of 7,095,510 new ordinary shares of no-par value at a price of 3.91p .

The Group has completed four exploratory drilling programmes at Eclipse - 118 RC drill holes for a total of 10,081 metres and nine diamond drill holes for a total of 1,200 metres. Drilling has confirmed the presence of parallel veins to the Eclipse lode at Twin Shaft and also proven wide strike extensions at Jack's Dream. Further drilling is planned to commence in June 2022 following successful structural mapping along the Eclipse shear.

In accordance with IFRS 6, the Directors undertook an assessment of the following areas and circumstances which could indicate the existence of impairment:

-- The Group's right to explore in an area has expired or will expire in the near future without renewal.

   --     No further exploration or evaluation is planned or budgeted for. 

-- A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves.

-- Sufficient data exists to indicate that the book value may not be fully recovered from future development and production.

The Directors do not consider the assets to be impaired.

11. Trade and Other Receivables

 
 
                          2021       2020 
                           GBP        GBP 
--------------------  --------  --------- 
  Trade receivables      2,862    108,284 
  VAT receivable        59,523     34,519 
  Prepayments           11,481     16,762 
  Other receivables     13,332    134,801 
--------------------  --------  --------- 
                        87,198    294,366 
--------------------  --------  --------- 
 

Trade and other receivables are all due within one year. The fair value of all receivables is the same as their carrying values stated above. These assets, excluding prepayments, are the only form of financial asset within the Group, together with cash and cash equivalents.

The carrying amounts of the Group's trade and other receivables are denominated in the following currencies:

 
 
                                                     2021           2020 
                                                      GBP            GBP 
--------------------------------------------  -----------  ------------- 
 
  UK Pounds                                        67,049        290,103 
  Euros                                               304          4,263 
  Australian Dollars                               19,845              - 
                                                   87,198        294,366 
--------------------------------------------  -----------  ------------- 
 
 

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security. All trade and other receivables are considered fully recoverable and performing.

12. Financial Assets At Fair Value Through Profit or Loss

 
                                                     2021       2020 
                                                      GBP        GBP 
--------------------------------------------  -----------  --------- 
  Balance as at 1 January                         427,314          - 
  Additions                                       417,138    427,314 
  Impairment                                    (417,138)          - 
  Transferred to Exploration and Evaluation     (427,314)          - 
   assets 
  As at 31 December                                     -    427,314 
--------------------------------------------  -----------  --------- 
 

On 12 August 2020, the Company entered into an Option Agreement to acquire a 75% interest in the Eclipse Gold Project. The Company paid AUD$100,000 (GBP55,000) in cash and AUD$150,000 (GBP82,144) settled via the issue of 4,693,954 new ordinary shares of no-par value at a price of 1.75p and the issue of 4,693,954 warrants exercisable at 3p for two years. As part of the terms of the arrangement, the Company agreed to spend AUD$300,000 on exploration at Eclipse within the 6 month option period. Approximately AUD$615,000 was spent in the period including the cost of the Option.

During December 2020, the Company signed an agreement to exercise the option to acquire a 75% interest in the Eclipse project, pending certain regulatory approvals.

On 22 February 2021, the Company announced that it had successfully completed the Eclipse acquisition and owned 75% of the project and license. The cost of the option has been transferred to Exploration and Evaluation assets in line with IFRS 6.

In May 2021, the Group purchased an option to acquire a 75% interest in four exploration licences which comprise the Central Menzies Gold project. The Group committed to spend AUD$500,000 on exploration at Central Menzies within the 9-month option period.

At the year-end management did not have plans to spend further funds on the Central Menzies license area and the minimum spend commitment had been met. Shortly after the period end, the Company announced that it would not exercise the option to acquire the 75% interest in the project. Given the existence of impairment indicators at the year end, management took the view to impair the Central Menzies exploration asset in full.

   13.   Cash and Cash Equivalents 
 
 
                                    2021         2020 
                                     GBP          GBP 
---------------------------  -----------  ----------- 
  Cash at bank and in hand     2,210,371    2,289,638 
---------------------------  -----------  ----------- 
 

14. Trade and Other Payables

 
 
                          2021      2020 
                           GBP       GBP 
-------------------  ---------  -------- 
  Trade payables        86,665    44,307 
  Other payables         4,478     2,091 
  Accrued expenses      33,400    35,942 
-------------------  ---------  -------- 
                       124,543    82,340 
-------------------  ---------  -------- 
 

The carrying amounts of the Group's trade and other receivables are denominated in the following currencies:

 
 
                                                     2021           2020 
                                                      GBP            GBP 
--------------------------------------------  -----------  ------------- 
 
  UK Pounds                                        44,516        290,103 
  Euros                                             5,441          4,263 
  Australian Dollars                               74,586              - 
                                                  124,543        294,366 
--------------------------------------------  -----------  ------------- 
 
 
   15.   Share Capital and Share Premium 

On 15 December 2010 the shareholders approved the removal of the Company's authorised share capital and so there is no limit on the number of shares the Company is authorised to issue. On that date the shareholders also approved the removal of the nominal value of the shares, as permitted under local company legislation. As such all amounts raised are considered to be share premium.

Issued share capital

 
  Group                                          Number of    Share premium         Total 
                                                    shares              GBP           GBP 
-------------------------------------------  -------------  ---------------  ------------ 
  At 1 January 2020                            133,756,991       39,265,637    39,265,637 
-------------------------------------------  -------------  ---------------  ------------ 
  Issue of Ordinary Shares - 28 February 
   2020 (2)                                     60,000,000          570,700         570,700 
-------------------------------------------  -------------  ---------------  -------------- 
  Issue of Ordinary Shares - 12 August 
   2020                                          9,387,908          164,288         164,288 
-------------------------------------------  -------------  ---------------  -------------- 
  Issue of Ordinary Shares - 10 September 
   2020 (3)                                     50,000,000        1,179,131       1,179,131 
  Issue of Ordinary Shares - 24 November 
   2020 (4)                                     61,538,462        1,886,225       1,886,225 
  At 31 December 2020                          314,683,361       43,065,981    43,065,981 
-------------------------------------------  -------------  ---------------  ------------ 
  Issue of Ordinary Shares - 22 February 
   2021                                          7,095,510          277,434         277,434 
   Issue of Ordinary Shares - 22 February 
    2021                                         7,095,510          277,434         277,434 
   Issue of Ordinary Shares - 20 May 2021        1,921,068           54,750          54,750 
   Issue of Ordinary Shares - 20 May 2021        1,921,068           54,750          54,750 
   Issue of Ordinary Shares - 10 June 2021       3,995,238          106,506         106,506 
-------------------------------------------  -------------  ---------------  -------------- 
  At 31 December 2021                          336,711,755       43,836,855      43,836,855 
-------------------------------------------  -------------  ---------------  -------------- 
 
   (1)     Net of issue costs of GBP18,700 
   (2)     Net of issues costs of GBP29,300 
   (3)     Net of issue costs of GBP70,869 
   (4)     Net of issue costs of GBP113,775 

On 28 February 2020, the Company issued and allotted 60,000,000 new Ordinary Shares at a price of 1 pence per share for gross proceeds of GBP600,000.

On 12 August 2020, the Company issued and allotted 4,693,954 new Ordinary Shares at a price of 1.75 pence per share as consideration for the purchase of the 75% Eclipse option. The Company issued and allotted a further 4,693,954 new Ordinary shares at the same price as payment of a finder's fee in respect of the Eclipse transaction.

On 10 September 2020, the Company issued and allotted 50,000,000 new Ordinary Shares at a price of 2.5 pence per share for gross proceeds of GBP1,250,000.

On 24 November 2020, the Company issued and allotted 61,538,462 new Ordinary Shares at a price of 3.25 pence per share for gross proceeds of GBP2,000,000.

On 22 February 2021, the Company issued and allotted 7,095,510 new Ordinary Shares at a price of 3.9 pence per share as consideration for the purchase of 75% of the equity of Eclipse Exploration Pty. The Company issued and allotted a further 7,095,510 new Ordinary Shares at the same price as payment of a finder's fee in respect of the Eclipse transaction.

On 20 May 2021, the Company issued and allotted 1,921,068 new Ordinary Shares at a price of 2.85 pence per share as consideration for the purchase of 75% of the equity of Central Menzies. The Company issued and allotted a further 1,921,068 new Ordinary Shares at the same price as payment of a finder's fee in respect of the Central Menzies transaction.

On 10 June 2021, pursuant to the advisory agreement, a fee of US$150,000 settled via the issue of 3,995,238 new ordinary shares in the Company at a price of 2.65p were allotted to the Company's Georgian advisor.

16. Other reserves

 
 
                                                2021         2020 
                                                 GBP          GBP 
---------------------------------------  -----------  ----------- 
  Foreign currency translation reserve     (239,077)    (231,021) 
---------------------------------------  -----------  ----------- 
  Share option Reserve                       759,370      383,814 
---------------------------------------  -----------  ----------- 
                                             520,293      152,793 
---------------------------------------  -----------  ----------- 
 

Foreign currency translation reserve - the foreign currency translation reserve represents the effect of changes in exchange rates arising from translating the Financial Statements of subsidiary undertakings into the Company's presentation currency.

Share option reserve - the share option reserve represents the fair value of share options and warrants in issue. The amounts included are recycled to share premium on exercise or recycled to retained earnings on expiry. Note 17 outlines the share based payments made in the year.

17. Share Based Payments

Warrants and options outstanding at 31 December 2021 have the following expiry dates and exercise prices:

 
                                                                    Number 
                                                        ---------------------------- 
                                              Exercise 
                                                 price 
                                                in GBP 
  Grant date           Expiry date           per share       2021          2020 
-------------------  -------------------  ------------  ------------  ------------ 
  20 July 2016         20 July 2021             0.1400             -     5,000,000 
-------------------  -------------------  ------------  ------------  ------------ 
  30 January 2017      3 March 2022             0.1200     1,900,000     1,900,000 
-------------------  -------------------  ------------  ------------  ------------ 
  22 June 2017         21 July 2022             0.1825     3,300,000     3,300,000 
-------------------  -------------------  ------------  ------------  ------------ 
  30 July 2018         26 July 2023             0.1400     1,000,000     1,000,000 
-------------------  -------------------  ------------  ------------  ------------ 
  30 July 2018         26 July 2023             0.2000     1,000,000     1,000,000 
-------------------  -------------------  ------------  ------------  ------------ 
  1 July 2019          30 June 2024             0.0130     3,376,553     3,376,553 
-------------------  -------------------  ------------  ------------  ------------ 
  12 August 2020       12 August 2022           0.0300     9,387,908     9,387,908 
-------------------  -------------------  ------------  ------------  ------------ 
  1 February 2021      31 January 2025          0.0400    10,500,000               - 
-------------------  -------------------  ------------  ------------  -------------- 
  1 February 2021      31 January 2025          0.0550    10,500,000               - 
-------------------  -------------------  ------------  ------------  -------------- 
  18 February 2021     22 February 2023         0.0470    14,191,020               - 
-------------------  -------------------  ------------  ------------  -------------- 
                                                          55,155,481    24,964,461 
 ---------------------------------------  ------------  ------------  ------------ 
 
 
                                2017 Warrants    2017 Warrants    2016 Warrants 
                              ---------------  ---------------  --------------- 
  Granted on:                    30/01/2017       22/06/2017       20/07/2016 
  Life (years)                    5.2 years         5 years          5 years 
  Share price on grant date         8.8p             17.7p             16p 
  Risk free rate                    0.57%            0.57%            0.5% 
  Expected volatility              27.06%           34.43%           23.29% 
  Expected dividend yield             -                -                - 
  Exercise price                     12p            18.25p             14p 
  Marketability discount             20%              20%              20% 
  Total fair value (GBP)           20,225           140,043          188,690 
----------------------------  ---------------  ---------------  --------------- 
 
 
                                2018 Warrants    2018 Warrants    2019 Warrants 
                              ---------------  ---------------  --------------- 
  Granted on:                    30/07/2018       30/07/2018        1/7/2019 
  Life (years)                     5 years          5 years          5 years 
  Share price on grant date         9.35p            9.35p            1.05p 
  Risk free rate                    0.75%            0.75%            0.42% 
  Expected volatility              27.06%           27.06%           40.97% 
  Expected dividend yield             -                -                - 
  Exercise price                     20p              14p             1.3p 
  Marketability discount             20%              20%              20% 
  Total fair value (GBP)            3,575            8,871            8,292 
----------------------------  ---------------  ---------------  --------------- 
 
 
                                2020 Warrants    2021 Options    2021 Options 
                              ---------------  --------------  -------------- 
  Granted on:                    12/08/2020       01/02/2021      01/02/2021 
  Life (years)                     2 years         4 years         4 years 
  Share price on grant date         2.25p           3.45p           3.45p 
  Risk free rate                    1.75%           1.75%           1.75% 
  Expected volatility              36.72%           98,49%          98,49% 
  Expected dividend yield             -               -               - 
  Exercise price                     3p               4p             5.5p 
  Marketability discount             20%             20%             20% 
  Total fair value (GBP)           14,118          192,016         176,292 
----------------------------  ---------------  --------------  -------------- 
 
 
                                2021 Warrants 
                              --------------- 
  Granted on:                    18/02/2021 
  Life (years)                     2 years 
  Share price on grant date         3.7p 
  Risk free rate                    1.75% 
  Expected volatility              92.17% 
  Expected dividend yield             - 
  Exercise price                    4.7p 
  Marketability discount             20% 
  Total fair value (GBP)           181,818 
----------------------------  --------------- 
 

The risk free rate of return is based on zero yield government bonds for a term consistent with the warrant and option life.

The movement of options and warrants for the year to 31 December 2021 is shown below:

 
                                             2021                        2020 
                                  --------------------------  ------------------------- 
                                                    Weighted                   Weighted 
                                                     average                    average 
                                                    exercise                   exercise 
                                                       price                      price 
                                         Number        (GBP)        Number        (GBP) 
--------------------------------  -------------  -----------  ------------  ----------- 
  As at 1 January                    24,964,461         0.09    15,576,533         0.12 
  Granted                            35,191,020         0.04     9,387,908         0.03 
  Exercised                                   -            -             -            - 
  Expired                           (5,000,000)            -             -            - 
--------------------------------  -------------  -----------  ------------  ----------- 
  Outstanding as at 31 December      55,155,481         0.06    24,964,461         0.09 
--------------------------------  -------------  -----------  ------------  ----------- 
  Exercisable at 31 December         55,155,481         0.06    24,964,461         0.09 
--------------------------------  -------------  -----------  ------------  ----------- 
 
 
                                     2021                                                  2020 
             ---------------------------------------------------  ---------------------------------------------------- 
                                          Weighted      Weighted                                Weighted      Weighted 
  Range        Weighted                    average       average     Weighted                    average       average 
  of            average                  remaining     remaining      average                  remaining     remaining 
  exercise     exercise                       life          life     exercise                       life          life 
  prices          price        Number     expected    contracted        price        Number     expected    contracted 
  (GBP)           (GBP)     of shares      (years)       (years)        (GBP)     of shares      (years)       (years) 
-----------  ----------  ------------  -----------  ------------  -----------  ------------  -----------  ------------ 
  0.04-0.6         0.06    55,155,481            3             3         0.09    24,964,461        1.741         1.741 
-----------  ----------  ------------  -----------  ------------  -----------  ------------  -----------  ------------ 
 

The total fair value charged to the statement of comprehensive income for the year ended 31 December 2021 and included in administrative expenses was GBP473,059 (2020: GBP14,118).

18. Other (losses)/gains - Net

 
                                                              Group 
                                                    ------------------------ 
                                                           2021       2020 
                                                            GBP        GBP 
--------------------------------------------------  -----------  --------- 
  Net foreign exchange gains / (losses)                       -    (9,006) 
  Profit on sale of property, plant and equipment             -     12,724 
  Other gains/losses                                          -          3 
  Impairments of financial assets                     (417,138) 
--------------------------------------------------  -----------  --------- 
                                                      (417,138)      3,721 
--------------------------------------------------  -----------  --------- 
 

19. Employees

 
                                              Group 
                                      -------------------- 
                                          2021      2020 
  Staff costs (excluding Directors)        GBP       GBP 
------------------------------------  --------  -------- 
  Salaries and wages                    11,937     4,841 
  Social security costs                      -     5,243 
  Pensions                               1,194     2,688 
                                        13,131    12,772 
------------------------------------  --------  -------- 
 

The average monthly number of employees during the year was 1 (2020: 1).

20. Directors' Remuneration

 
                                           For the year ended 31 December 2021 
                                ------------------------------------------------------- 
                                Short term    Post-Employment    Share based        Total 
                                  benefits           benefits        payment          GBP 
                                       GBP                GBP            GBP 
--------------------------  --------------  -----------------  -------------  ----------- 
  Executive Directors 
  Michael Struthers                 65,000                  -        135,045      200,046 
  Gregory Kuenzel                   68,000              2,040        107,862      177,902 
  Non-executive Directors 
  Neil O'Brien                      30,000                  -         53,931       83,931 
  Peter Damouni                     24,000                 44         53,931       77,975 
  David Ajemian                      1,000                 14              -        1,014 
  Shaun Bunn                        43,750                  -              -       43,750 
                                   231,750              2,099        350,769      584,618 
--------------------------  --------------  -----------------  -------------  ----------- 
 
 
 
                                           For the year ended 31 December 2020 
                                ------------------------------------------------------- 
                                Short term    Post-Employment    Share based        Total 
                                  benefits           benefits        payment          GBP 
                                       GBP                GBP            GBP 
--------------------------  --------------  -----------------  -------------  ----------- 
  Executive Directors 
  Michael Struthers                 99,824                  -              -       99,824 
  Gregory Kuenzel                   40,000              1,200              -       41,200 
  Non-executive Directors 
  Neil O'Brien                      35,000                  -              -       35,000 
  Peter Damouni                     35,000                444              -       35,444 
  David Ajemian                     40,000              1,044              -       41,044 
  Laurence Mutch                         -                  -              -            - 
                                   249,824              2,688              -      252,512 
--------------------------  --------------  -----------------  -------------  ----------- 
 
 

21. Earnings per Share

Continuing operations

The calculation of the total basic losses per share of 0.706 pence (2020: loss 0.456 pence) is based on the losses attributable to equity owners of the group of GBP2,340,790 (2020: GBP955,324 ) and on the weighted average number of ordinary shares of 331,475,515 (2020: 209,429,917) in issue during the period.

In accordance with IAS 33, basic and diluted earnings per share are identical as the effect of the exercise of share options or warrants would be to decrease the loss per share.

Discontinued operations

The calculation of the total basic and diluted earnings per share of 0.528 pence (2020: 0.183 pence) is based on the profit attributable to equity owners of the group of GBP1,751,536 (2020: GBP382,335 ) and on the weighted average number of ordinary shares of 331,475,515 (2020: 209,429,917) in issue during the period.

22. Commitments

(a) Work programme commitment

The Eclipse Mining Licence has an annual minimum expenditure commitment of AUD$30,300.

(b) Royalty agreements

As part of the contractual arrangement with Kibe No.1 Investments Limited the Group has agreed to pay a royalty on revenue from gold sales arising from gold mines developed by Noricum Gold AT GmbH and covered by licenses acquired by Kibe No.1 Investments Limited. Under the terms of the Royalty Agreement between Kibe No.1 Investments Limited and Noricum Gold AT GmbH, the Group shall pay royalties, based on total ounces of gold sold, equal to US$1 for every US$250 of the sale price per ounce.

(c) Lease agreements

During the period Eclipse entered into a 12 month office lease of AUD$17,160 per annum. At the year end the commitment amounted to AUD$3,900. Additionnaly, Empire entered into a 12 month office lease of GBP18,000 per annum. The year end commitment amounted to GBP12,000.

The lease payments in respect of the two leases have been expensed to the Consolidated Statement of Comprehensive Income in line with IFRS 16 for commitments spanning less than 12 months from the year end date.

23. Assets held for sale and discontinued operations

On 10(th) June 2021, the Company announced that it had sold its 50% interest in GCG to its joint venture partner for cash consideration of $3.3million (GBP2,327,944).

 
                                                              As at 31 
                                                              December 
                                                                  2021 
                                                                   GBP 
---------------------------------------------------------  ----------- 
  Consideration received                                     2,327,944 
  Total assets of disposal group held 
   for sale                                                  (552,815) 
  Gain on sale of asset held for sale                        1,775,129 
----------------------------------------  ---------------------------- 
 
 

The financial performance and cash flow information of the joint venture presented is for the year ended 31 December 2020.

 
                                                        2021         2020 
                                                         GBP          GBP 
-----------------------------------------------  -----------  ----------- 
  Share of (loss)/ profit from joint venture        (23,593)      382,335 
  Profit on disposal of investment                 1,775,129            - 
  Profit from discontinued operations              1,751,536      382,335 
-----------------------------------------------  -----------  ----------- 
 
  Net cash flows from operating activities                 -            - 
   Net cash flows from financing activities         (22,240)     (44,164) 
   Net cash flows from investment activities               -            - 
-----------------------------------------------  -----------  ----------- 
  Net decrease in cash generated from disposal 
   group                                            (22,240)     (44,164) 
-----------------------------------------------  -----------  ----------- 
 

The following assets were reclassified as held for sale in relation to the discontinued operation prior to disposal:

 
                                                       2021       2020 
                                                        GBP        GBP 
------------------------------------------------  ---------  --------- 
  Loan receivable                                   194,073     43,227 
  Investment in joint venture                       358,742    382,335 
  Total assets of disposal group                    552,815    425,562 
----------------------------------------  -----------------  --------- 
 
 

24. Financial instruments

Financial instruments measured at fair value

The fair value hierarchy of financial instruments measured at fair value is provided below. The different levels have been defined as follows:

   -      Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1), 

- Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly (level 2),

- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

Cost may be an appropriate estimation of fair value at the measurement date only in limited circumstances, such as for a pre-revenue entity when there is no catalyst for change in fair value, or the transaction date is relatively close to the measurement date. The financial asset relates to costs incurred with the acquisition of an option to invest in a 75% holding of Eclipse Exploration PTY. Further detail can be found in note 12.

Group

There were no assets held at fair value as at 31 December 2021.

31 December 2020

 
                                                                Level 1      Level 2     Level 3      Total 
                                                                                                    GBP'000 
 
  Financial assets (fair value through the profit or loss)             -             -    427,314    427,314 
                                                             -----------   -----------  ---------  --------- 
           -             -                                                               427,314    427,314 
 ===========   ===========                                                             =========  ========= 
 

25. Related Party Transactions

Services provided by European Mining Services Limited to JSC Georgian Copper & Gold

During the year European Mining Services Limited provided geological, technical and other professional services with a total value of GBPNil (2020: GBP1,204) to JSC Georgian Copper and Gold, the joint venture entity.

Loans provided by Parent Company

As at 31 December 2021 there were amounts receivable of GBP8,958 (2020: GBP7,454) from Kibe No.2 Investments Limited. No interest was charged on the loans.

As at 31 December 2021 there were amounts receivable of GBP696,186 (2020: GBP694,186) from European Mining Services Limited.

As at 31 December 2021 there were amounts receivable of GBP2,737,475 (2020: GBPNil) from Eclipse Exploration Pty Ltd.

As at 31 December 2021 there were amounts receivable of GBP119,704 (2020: GBP74,126) from Noricum AT GmbH

Loans provided by Kibe No.2 Investments Limited

As at 31 December 2021 there were amounts receivable of GBP754,517 (2020: GBP754,517) from Noricum AT GmbH.

All intra-group transactions are eliminated on consolidation.

Other Transactions

Westend Corporate LLP, an entity in which Gregory Kuenzel is a partner, was paid a fee of GBP69,640 (2020: GBP46,800) for accounting services to the Group. At the year-end there was an outstanding balance of GBP7,053 (2020: GBP7,208).

Michael Struthers received GBP65,000 (2020: GBP99,824) through his service company, MS Mining Consulting LDA, as disclosed in Note 20. See Note 20 for further details of directors' remuneration.

26. Ultimate Controlling Party

The Directors believe there to be no ultimate controlling party.

27. Events after the Reporting Date

On 26 January 2022 the Group agreed Heads of Terms to enter into a Tribute Agreement with Maher Mining Contractors Pty Ltd, giving Empire the right to explore, develop and mine within a granted area on Maher Mining's 100% owned mining lease M27/158 ('Gindalbie Gold Project').

On 8 February 2022 the Group announced that it will focus on advanced exploration opportunities at the Eclipse and Gindalbie Gold Project, resulting in the termination of the option on Central Menzies Gold Project.

On 6 April 2022 Eclipse acquired a 70% interest in three highly prospective Australian-based copper-gold projects from Century Minerals Pty Ltd for total consideration of AUD$100,000 in cash and the issue of 16,835,588 new ordinary shares in the Company.

On 20 April 2022 the Company issued 7,500,000 options over ordinary shares of no par value in the capital of the Company to the Managing Director.

On 28 April 2022 the Company completed a placing to raise GBP1,700,000 before expenses by way of a placing of 85,000,000 new ordinary shares of no par value in the capital.

In February 2022 Russia invaded Ukraine, in a major escalation of the Russo-Ukrainian War. Whilst this has had a huge geo-political impact across the world, Empire has not seen a direct impact to its organisation including employees and the ability to carry out its core strategy. Empire continues to monitor the situation as it evolves.

On 13 June 2022 the Company announced the resignation of Mr Michael Struthers from the Board of Directors.

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END

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June 24, 2022 02:00 ET (06:00 GMT)

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