MMM Mining Minerals & Metals Plc

CHAIRMAN'S STATEMENT

I have pleasure in presenting the 2024 Annual Report and Accounts of Mining, Minerals & Metals Plc (the "Company").

The Company was formed to undertake the acquisition of a controlling interest in a business (either shares or assets) that has operations in the natural resources sector (an "Acquisition"), reflecting the experience of the Company's board of directors.

On 26 October 2023 the Board of MMM announced that the Company had entered into heads of terms with Georgina Energy plc ("GEO"). GEO is an early-stage resource company with a strategy of actively pursuing the exploration, commercial development and monetisation of helium, hydrogen and hydrocarbon interests located in the Amadeus and Officer Basins in Northern and Western Australia ("Proposed Transaction"). 

The Proposed Transaction, if completed, would constitute a reverse takeover under the Listing Rules and accordingly the Company would need to apply for re-admission of its shares to the Official List and the Main Market of the London Stock Exchange.

As the Company is currently unable to provide a full disclosure under Listing Rule 5.6.15, the Company's listing in its ordinary shares on the standard segment of the Official List and trading from the London Stock Exchange ("LSE") will remain suspended pending the publication of a prospectus providing further details on GEO as enlarged by the Proposed Transaction.

In the event that the Proposed Transaction does not proceed the Company will seek the lifting of its suspension from the standard segment of the Official List and trading on the LSE.

The Proposed Transaction is conditional on a number of conditions including; i) satisfactory due diligence ii) entering into a definitive legal agreements iii) raising further funds for the Proposed Transaction; iv) approval by shareholders at a General Meeting to be convened; v) obtaining all necessary approvals (if required) and; vi) granting of eligibility for the readmission of the Company to the Official List by the FCA.

There can be no certainty that the Proposed Transaction will take place and the Company will continue to update shareholders in due course.

Current Financial Position

The costs incurred in pursuing the Proposed Transaction together with the delay in securing a suitable project has reduced the Company's cash resources notwithstanding that overheads have been kept to the absolute minimum, including no directors remuneration until a suitable project is finalised. The Company will require further capital to complete the Proposed Transaction and intends to approach certain of its shareholders to seek their agreement to provide further capital to ensure the Company is able to proceed with negotiations on both the Proposed Transaction.

I look forward to reporting our progress to you in relation to the above in the coming weeks.

Roy Pitchford

Chairman

21 May 2024

STRATEGIC REPORT

Overview

The objective of the strategic report is to provide information for the shareholders and help them to assess how the directors have performed their duty, under section 172 of the Companies Act 2006, to promote the success of the company and to provide context for the related financial statements.

The duty of a director, as set out in section 172 of the Act, is to act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members, and in doing so have regard (amongst other matters) to:

(a) the likely consequences of any decision in the long term;

(b) the interests of the company's employees;

(c) the need to foster the company's business relationships with suppliers, customers and others;

(d) the impact of the company's operations on the community and the environment;

(e) the desirability of the company maintaining a reputation for high standards of business conduct; and

(f) the need to act fairly as between members of the company.

The Company is in its early stages and does not have any employees other than the board of Directors.

The Company has had relatively little interaction with its members and internal stakeholders during and subsequent to the financial year and it should be noted that due to the early stage of the Company's development, the Board also deems the Company's impact on external stakeholders to have been minimal during the financial year.

Review of the Company's Business

The Company was set up to undertake an Acquisition in the natural resource sector, that it will then look to develop.

On 6 March 2020, the Company successfully admitted its Ordinary Shares to the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on the Main Market of the London Stock Exchange. In conjunction with this the Company raised gross proceeds to date (including £514,000 on admission to the main market) of approximately £727,000.

Since listing, the Company has evaluated potential acquisition opportunities and in October 2021 entered into a non-binding term sheet with Africa Resources Holdings, LLC ("ARH") to acquire the entire issued share capital of NMGH which indirectly owns the LNGP exploration licences situated in the Free State Province of South Africa. The Company completed its commercial due diligence on LNGP including commissioning a Competent Persons Report on the Licences covering the LNGP. On 26 October 2023, the Company announced that it was not able to pursue this transaction due to the fact the licences has not been renewed and would unlikely be renewed in the near term.

As noted in the Chairman's Statement, on 26 October 2023 the Company announced it had entered into heads of terms with Georgina Energy plc ("GEO"), an early-stage resource company with a strategy of actively pursuing the exploration, commercial development and monetisation of helium, hydrogen and hydrocarbon interests located in the Amadeus and Officer Basins in Northern and Western Australia ("Proposed Transaction"). 

It was noted that the Proposed Transaction, if completed, would constitute a reverse takeover under the Listing Rules and accordingly the Company would need to apply for re-admission of its shares to the Official List and the Main Market of the London Stock Exchange. As the Company is currently unable to provide a full disclosure under Listing Rule 5.6.15, the Company's listing in its ordinary shares on the standard segment of the Official List and trading from the London Stock Exchange ("LSE") will remain suspended pending the publication of a prospectus providing further details on GEO as enlarged by the Proposed Transaction.

In the event that the Proposed Transaction does not proceed the Company will seek the lifting of its suspension from the standard segment of the Official List and trading on the LSE.

The Proposed Transaction is conditional on a number of conditions including; i) satisfactory due diligence ii) entering into a definitive legal agreements iii) raising further funds for the Proposed Transaction; iv) approval by shareholders at a General Meeting to be convened; v) obtaining all necessary approvals (if required) and; vi) granting of eligibility for the readmission of the Company to the Official List by the FCA.

There can be no certainty that the Proposed Transaction will take place and the Company will continue to update shareholders in due course.

Financing of the Company and the Proposed Transaction

The Directors intend to raise further cash resources to fund the due diligence and other transaction costs in respect of the Proposed Transaction. The Directors will seek to minimise costs expended on professional, advisory, and administrative fees. Additionally, the Company has considerable flexibility in how it may finance the consideration for the Proposed Transaction, although at this stage it is likely this will happen via the issue of additional shares in the Company. It is also likely that in conjunction with the Proposed Transaction further equity funds will be raised through the issue of shares in the Company.

Key Performance Indicators

The Directors track the following as the Company's key performance indicators ("KPls"):

·      Administrative expenses

·      Cash holdings

The Company's accounting systems track performance on a monthly basis in particular focusing on working capital needs. These KPls will be refined and augmented as the Company's business develops. If the Acquisition is completed; the Directors expect the KPls to focus on revenue generation and the growth of the Acquisition target.

Principal Risks and Uncertainties

The Directors consider the principal risks and uncertainties facing the Company and a summary of the key measures taken to mitigate those risks are as follows:

Financial risks

The effective management of its financial exposures is central to preserving the Company's performance. The Company is exposed to financial market risks and may be impacted negatively by fluctuations in general capital market sentiment and cyclicality. These factors may create volatility in the Company's results to the extent that they are not effectively hedged.

The Company's outsourced finance team provides support to the board to ensure accurate financial reporting and tracking of business performance. Reporting on financial performance is provided on a regular basis to the Board.

Operational risks

The success of the Company's business strategy is dependent on its ability to complete Acquisition opportunities and the subsequent performance of the acquired entities.

The Directors seek to manage these risks by leveraging the experience of the executive team and complementary skill sets of the non-executive directors to prudently identify, pursue and execute on Acquisition opportunities.

The review of Acquisition targets involves an assessment of the target's business and the markets it operates in, its business plans and management capabilities. ln identifying and assessing potential targets, the Board considers the risk profile of the business concerned, in particular, its financial and commercial viability and suitability for a listed company. The Board consults its Financial Advisor and Broker throughout as a means of mitigating risk and complying with the listing Rules. Performance is monitored regularly and reported to the Board.

Corporate Responsibility

The Company takes its responsibilities as a corporate citizen seriously. The Board's primary goal is to create shareholder value but in a responsible manner that serves all stakeholders.

Governance

The Board considers corporate governance as an important component of the Company's success. The Company has an effective and engaged Board with a strong non-executive presence from diverse backgrounds. The Board is committed to ensuring that particularly as the Company's business develops, the Company's values are reinforced, effective risk management practices are implemented and that the Company adheres to high standards of corporate governance.

The Company has decided not to apply a Corporate Governance Code provisions given its current size and resources. The Company is a small company with modest resources. The Company has a clear mandate to optimise the allocation of limited resources to source acquisitions and support its future plans. As such the Company strives to maintain a balance between conservation of limited resources and maintaining robust corporate governance practices. As the Company evolves, the Board is committed to enhancing the Company's corporate governance policies and practices deemed appropriate to the size and maturity of the organisation.

The management report for the period is constituted by the content of the Strategic Report and Directors' Report.

Growth Strategy and Outlook

The Company's near-term goals are to execute its Acquisition strategy and complete the Proposed Transaction. ln the event of the completion of the Proposed Transaction, the Board expects the immediate focus to be on developing GEO's Australian assets.

Going Concern

These financial statements are prepared on the going concern basis. The going concern basis assumes that the Company will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities, loans and commitments in the normal course of business.

The Company is in the process of completing a proposed acquisition of Georgina Energy plc by way of a reverse takeover (RTO).  As part of this transaction, should the RTO be successfully completed, the Company intends to raise additional funding by way of an institutional placing as well as reduce its current debt burden through conversions of amounts owing into equity.  The Directors have prepared budgetary forecasts for the cash needs of the business in the event the RTO and proposed placings are successfully completed, taking into account the increased cost burden the Company will face under this scenario in addition to the need for technical and project development expenditures to be undertaken over the newly acquired assets, and are confident that, under this scenario, the Company shall remain able to meet its obligations until at least 30 June 2025.

However, there can be no assurance that the proposed RTO will be completed and, as a consequence, these additional funds may not be available to meet the Company's obligations over the period to June 2025.  The Directors have assessed the cash needs of the business under the scenario that the RTO does not complete, noting that under this scenario the Company will retain limited administrative expenditure obligations, and have determined that the ongoing support of the Company warrant holders will remain necessary to ensure sufficient funding is available to the business as and when required to ensure it can discharge its obligations over the period to 30 June 2025.  The Company has received indications of support from its three largest shareholders (and warrant holders) who may provide the additional funding required by the Company, via exercise of their warrants or other means of funding provision, to facilitate meetings its ongoing cash requirements.

However, as there can be no certainty that either the proposed RTO and placing will proceed to completion or that, under the scenario that the RTO and placing does not take place, the financial support of the warrant holders will be made available as and when required, there can be no certainty that such funding will be available as and when it becomes necessary to continue to meet the ongoing needs of the business.   As a result, there exists a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern. The financial statements do not include any adjustments that would result if the Group was unable to continue as a going concern.

On behalf of the Board,

Roy Pitchford

Director

21 May 2024

BOARD OF DIRECTORS

Roy Pitchford - Chairman

Roy brings over 30 years' executive and managerial expertise as well as a proven track record in Southern Africa in the junior mining industry to the Company. Roy has particular responsibilities for co-ordinating and reviewing potential reverse takeover targets.  

During his career in the resource development arena Roy has held the position of Chief Executive Officer for Cluff Resources Zimbabwe Ltd, Masasa Mines (Pvt) Ltd, Zimbabwe Platinum Mines Ltd, African Platinum Plc, African Minerals Ltd, and Vast Resources Plc. He is currently a Non-Executive Chairman of Contango Holdings Plc.

Roy is a qualified Chartered Accountant (CA (Z)).

Konosoang ("Kay") Asare-Bediako - Non-Executive Director

Kay is an experienced deal maker and business leader, with extensive experience in finance and investment banking. 

Kay is a director at Absa Group within the Investment Banking Division, responsible for the origination and implementation of Investment Banking mandates. Prior to joining Absa Group, Kay was an executive director at Moshe Capital where she headed up the Corporate Finance division. Whilst at Moshe Capital, Kay grew the team from two people in 2015 to twelve in 2020; making Moshe Capital one of the most formidable black, female-owned and managed corporate finance firms in South Africa. In 2019 Moshe Capital was awarded the "Corporate Finance team of the year" by The Association of Black Securities and Investment Professionals.

Before joining Moshe Capital, Kay worked within the Investment Banking Division of Deutsche Bank as a Senior Associate. She is a former director of Malundi Coal, a mining investment company, and a former a non-executive director of Yalu Financial Services, a provider of credit life insurance.

Kay holds a Bachelor of Business Science with Finance Honours from the University of Cape Town and is a qualified chartered accountant (CA(SA)) and a recipient of the Columbia Business School Certificate in Business Excellence.

Michael ("Mike") Stewart - Non-Executive Director

Mike is an experienced managing director and chief executive with a track record of delivering rapid, multimillion-pound growth and has many years of experience in business turnarounds, acquisitions, business transformations and growth.

Mike's international experience encompasses large multinational businesses such as Sasol, Mondi, Anglo American, Linpac, Mainetti and Schletter as well as the SME sector and Private Equity.

Mike currently holds the following directorships: Linkcove Ltd, VAT Reclaim Ltd, Stewart Stratco Ltd. In the past five years, Mike has held the following other directorships: Schletter Africa Ltd and VAT Recovery Ltd.

Jonathan ("Johnny") Martin Smith - Non-Executive Director

Johnny is an Independent Non-Executive Director and Chairman of the Remuneration Committee of IRC. He stepped down as a partner of the specialist mining advisory firm Legacy Hill Capital to take up being Chief Executive Officer of Sumner Group Mining Plc (previously known as VI Mining Plc). He was the founder of London based Smith's Corporate Advisory, which he sold to UK stockbroker Westhouse Holdings in 2010, where he subsequently headed the mining practice.

 Prior to establishing his own firm, he worked at UBS, Credit Suisse and Williams de Broe. He served as a Temporary Independent Non-Executive Director of Petropavlovsk Plc for the months of July and August 2020.

DIRECTORS' REPORT

The Directors present their report together with the audited financial statements, for the year ended 31 January 2024.

The Company was incorporated on 28 January 2013 in England and Wales, as private company, and it re-registered as a public limited company on 22 October 2018. The company was subsequently listed on the Main Market for listed securities of the London Stock Exchange on 6 March 2020. The Company is currently suspended as of 7 October 2021.

Results and dividends

The results for the period are set out in the Statement of Comprehensive Income on page 14. The Directors do not recommend the payment of a dividend on the ordinary shares.

Directors

The Directors of the Company during the year were as follows, all being non-executive Directors:

Konosoang Asare-Bediako

Roy Pitchford

Michael Stewart

Jonathan Martin Smith

Directors' interests

The interest and deemed interest in the share capital of the Company by the Directors at the end of financial year are as follows:

Substantial shareholders

As at the end of the financial year the total number of issued Ordinary Shares with voting rights in the Company was 32,049,999. The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at the date of this report.

Dividend policy

The Company's current intention is to retain any earnings for use in its business operations, and the Company does not anticipate declaring any dividends in the foreseeable future. The Company will only pay dividends to the extent that to do so is in accordance with all applicable laws.  The Company does not currently have any distributable reserves to facilitate payment of a dividend.

Auditors and disclosure of information

The directors confirm that:

·      there is no relevant audit information of which the Company's statutory auditor is unaware; and

·      each Director has taken all the necessary steps he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's statutory auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006.

Responsibility Statement

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare financial statements for the Company in accordance with UK adopted International Accounting Standards.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

·      select suitable accounting policies and then apply them consistently;

·      make judgements and estimates that are reasonable and prudent;

·      state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

·      prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time, the financial position of the Company to enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The maintenance and integrity of the Mining, Minerals & Metals Plc website is the responsibility of the Directors.

The directors confirm, to the best of their knowledge that:

·      the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

·      the Strategic Report include a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that it faces.

·      the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company's performance, business model and strategy.

Greenhouse gas disclosures

As the Company does not currently have any operations, it is not practical to obtain and analyse emissions data for the Company operations.  However, given the lack of physical operations in the year, and the lack of any plant or office space, the carbon footprint and climate change impact of the Company's operations are considered to be negligible, and in any event below the 40 MWh threshold prescribed for detailed emissions disclosures. 

As such, the Company does not consider it relevant to provide climate related disclosures under the recently enacted TCFD guidelines, nor would determination of the relevant emissions data be practical.  Once the Company has completed a project acquisition, and hence transitioned into an operating company, it will revisit its position on climate disclosures accordingly.

Financial risk management and future development

An indication of the likely future developments in the business of the Company are included in the Strategic Report. An explanation of the Company's financial risk management objectives, policies and strategies is set out in note 10.

Auditors

The auditors, Crowe U.K. LLP, have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the Annual General Meeting.

Events after the reporting date

There have been no material events subsequent to the year end. 

The Directors' Report was approved by the Board of Directors on 21 May 2024 and is signed on its behalf by:

Roy Pitchford

Director

21 May 2024