TIDMCMRS
RNS Number : 9846M
Caerus Mineral Resources PLC
27 September 2021
27 September 2021
Caerus Mineral Resources PLC
('Caerus' or the 'Company')
Interim Results
Caerus Mineral Resources plc (LON:CMRS), the exploration and
resource development company focused on developing mineral
resources in Europe to support the global 'Clean Energy' initiative
is pleased to announce its unaudited interim results for the six
months ended 30 June 2021.
Highlights in H1 2021:
-- Admission to the LSE in March 2021 with a cash raise of 2.2m GBP
-- Increase of licences in portfolio to 16 through 2 targeted acquisitions
o Acquisition of PR Ploutonic Resources Limited ("Ploutonic" or
"PRL")
o Acquisition of Gold Mines (Cyprus) Limited ("GMCL")
-- Successful due diligence drill programme over a number of newly acquired assets
-- Option Agreements signed with both Jubilee Metals Group PLC
(AIM: JBL) ("Jubilee Metals") and Bezant Resources PLC (AIM:BZT)
("Bezant") to accelerate development towards production via joint
ventures
Post Period:
-- Announcement of a Placing and Subscription to raise a further
1.5m GBP (gross) to fund developments within these new licences
-- Sale of non-core licences and assets
-- Commencement of a diamond drill programme for NI 43-101
Mineral Resource Estimation for the Troulli and Kokkinapetra
Licences
Commenting on the Interim Results, Chief Executive Officer
Martyn Churchouse said " Over the past six month the Company has
made considerable progress since our Listing in London, and is well
on its way to achieving its strategic objectives. Our dual
programme of developing of hard rock copper-gold resources and
building a resource of metal-bearing surface material within dumps,
stockpiles and tailings has quickly gathered momentum. This
activity has been bolstered by the acquisition of prospective
licences, many of which host broadly defined copper-gold resources
and have already shown indicated some prospective targets for
future exploration.
Since the signing of the agreement we have and continue to work
closely with Jubilee Metals and look forward to the results of
on-going metallurgical test work aimed at developing an optimised
mineral processing design as we move forward with our projects. We
recently raised additional funds specifically to provide the
necessary means to ensure that new acquisitions can be advanced
quickly and brought in-line with the current development status of
existing projects. This is important to be able to deliver relevant
technical information and samples to our prospective future JV
Partner if they are to optimise plant design. We are also working
closely with Bezant with forward-looking design discussions
focusing on the most likely production scenarios for priority
projects including plant throughput, feedstock-type scheduling and
general logistics.
Caerus's exploration team continues to impress, particularly
its' ability to adapt exploration programmes to fit the "Waste to
Revenue" model and parallel hard rock resource development
programme. Acutely aware of the economics of surface material
reprocessing alongside traditional hard rock mining practices means
the Team is focused on the important elements of exploration,
improving delivery to our potential JV Partners and thereby
bringing future cash flow generation that much closer"
CAERUS MINERAL RESOURCES PLC
INTERIM REPORT - SIX MONTHSED 30 JUNE 2021
Chairman's Review of Year to date
Caerus has delivered an exceptional performance for the
six-month period under review, significantly expanding its asset
base whilst building important strategic alliances alongside the
fast-tracking of its resource development programmes.
Our exploration team has been able to continue work despite the
on-going Covid-19 pandemic due in part to our key personnel being
residents of Cyprus. The wealth of local knowledge gives Caerus a
competitive advantage when it comes to identifying opportunities in
the Country which is reflected in the additions, we have made to
the licence portfolio during the short period since Listing.
The acquisition of Ploutonic was seen as a natural expansion of
our licence portfolio due to its brownfield status, hosting a
sizeable metal-bearing surface material resource together with
known high-grade near-surface hard rock mineralisation. The Troulli
Project has become a priority for the Company with diamond drilling
for NI - 43-101 Mineral Resource estimation having already
commenced.
The GMCL acquisition has provided three further licences, two
with broadly delineated resources that can potentially be
incorporated into existing project hubs for future development.
The Company's "Waste to Revenue" strategy, focusing on the
reprocessing of large quantities of metal-bearing surface materials
continues to identify resources suitable for treatment. This
programme underpins the parallel assessment and development of hard
rock copper and gold resources that are expected to be treatable in
a common processing plant design.
Caerus's recent association with Jubilee demonstrates our
commitment to using the best possible expertise available to the
Company. As an industry leader in reprocessing of surface
materials, Jubilee is an ideal potential partner for our "Waste to
Revenue" ambitions.
The proposed future joint venture with Bezant reflects our
confidence that we will, in the shortest possible timeframe, be in
a position to start the process of mine planning and development,
and a mining partner provides an opportunity to share the capital
cost burden and reduce Shareholder exposure to mining risks.
I am delighted by the progress made in the six months since
Listing and look forward to updating Shareholders in the near
future as our Mineral Resource estimation programmes start to
generate results alongside the on-going routine exploration of our
greenfield licences and the building of value through the
accumulation of dump resources suitable for low-cost reprocessing
and metal recovery.
Financials
During the period the Group made a pre-tax loss of 415,553 GBP
(six months ended 30 June 2020: loss of 41,844 GBP). The total
assets of the Group increased from 1,369,184 GBP as of 31 December
2020 to 4,137,791 GBP.
During the period, the net cash outflow from operating
activities was 540,316 GBP and the net cash position increased by
1,730,815 GBP to 1,868,721 GBP.
Directors' Responsibility Statement
The Directors confirm that, to the best of their knowledge, the
interim financial statements have been prepared in accordance with
International Accounting Standards 34, Interim Financial Reporting,
as adopted by the United Kingdom and the LSE Rule for Companies,
and that the interim results give a true and fair view of the
assets, liabilities, financial position and loss of the Group.
The interim report was approved by the Board of Directors and
the above responsibility statement was signed on its behalf by:
Michael Johnson
Non- Executive Chairman
27 September 2020
Condensed Consolidated Statement of Profit or Loss and Other
Comprehensive Income
Six months Six months
to 31 June to 31 May
2021 (unaudited) 2020 (unaudited)
Note GBP GBP
Administrative expenses 3 (414,543) (41,844)
Finance costs (1,010) -
------------------- -------------------
Operating loss and loss before
taxation (415,553) (41,844)
Income tax expense - -
------------------- -------------------
Loss after taxation (415,553) (41,844)
Loss for the period (415,553) (41,844)
Items that may be reclassified
subsequently to profit and loss:
Exchange differences on translation 7,252 -
of foreign operations
------------------- -------------------
(408,301) (41,844)
Total comprehensive loss attributable
to:
Owners of Caerus Mineral Resources
plc (403,761) (41,844)
Non-controlling interests (4,540) -
Earnings per share:
Basic and diluted (GBP) 8 (0.0105) (0.004)
All activities relate to continuing operations.
The above condensed Consolidated Statement of Profit or Loss and
Other Comprehensive Income should be read in conjunction with the
accompanying notes.
Condensed Consolidated Statement of Financial Position
As at As at
30 June 31 December
2021 2020
Note GBP GBP
ASSETS
Non-current assets
Intangible assets 4 2,619,820 1,690,536
Property, plant and equipment 1,892 -
Total non-current assets 2,621,712 1,690,536
Current assets
Cash and cash equivalents 1,868,721 137,906
Other receivables 155,499 10,709
Total current assets 2,024,220 148,615
Total assets 4,645,932 1,839,151
------------ -------------
LIABILITIES
Non-current liabilities
Borrowings (515) (539)
Deferred tax liabilities (209,611) (125,801)
Financial liability - contingent
consideration (174,688) (174,688)
------------ -------------
Total non-current liabilities (384,814) (301,028)
Current liabilities
Trade and other payables (123,327) (168,939)
------------
Total current liabilities (123,327) (168,939)
Total liabilities (508,141) (469,967)
Net assets 4,137,791 1,369,184
============ =============
EQUITY
Share capital 6 537,113 239,000
Shares to be issued - 100,000
Share premium 6 4,524,135 1,627,665
Foreign exchange reserve (6,913) (14,165)
Warrants reserve 7 87,185 -
Retained earnings (1,106,643) (691,090)
------------ -------------
Capital and reserves attributable
to owners of Caerus Mineral Resources
plc 4,034,877 1,261,410
------------ -------------
Non-controlling interests 102,914 107,774
------------ -------------
Total equity 4,137,791 1,369,184
============ =============
The above Condensed Consolidated Financial Statements should be
read in conjunction with the accompanying notes.
The Financial Statements were approved and authorised for issue
by the Board on 27 September 2021 and were signed on its behalf
by:
Martyn Churchouse, Director
Condensed Consolidated Statement of Changes in Equity
Shares Foreign
Share Share paid not Warrant Retained exchange
capital premium issued reserve earnings reserve Total
GBP GBP GBP GBP GBP GBP GBP
---------------------- --------- ----------- ---------- --------- ------------ ---------- -----------
Balance as at 30
November 2019 94,000 322,665 - - ( 582,757) - (166,092)
---------------------- --------- ----------- ---------- --------- ------------ ---------- -----------
Comprehensive income
Loss for the 7 months - - - - (41,844) - (41,844)
Total comprehensive
income for the 7
months - - - - (41,844) - (41,844)
Transactions with
owners recognised - - - - - - -
directly in equity
Balance as at 31
May 2020 94,000 322,665 - - ( 624,601) - (207,936)
---------------------- --------- ----------- ---------- --------- ------------ ---------- -----------
Comprehensive income
Loss for the 7 months - - - - (66,489) - (66,849)
Exchange differences
on translation of
foreign operations - - - - - (14,165) (14,165)
---------------------- --------- ----------- ---------- --------- ------------ ---------- -----------
Total comprehensive
income for the 7
months - - - - (66,489) (14,165) (80,654)
Transactions with
owners recognised
directly in equity
Issue of shares 145,000 1,305,000 - - - - 1,450,000
Shares paid but
not issued - - 100,000 - - - 100,000
Balance as at 31
December 2020 239,000 1,627,665 100,000 - (691,090) (14,165) 1,261,410
Comprehensive income
Loss for the 6 months - - - - (415,553) - (415,553)
Exchange differences
on translation of
foreign operations - - - - - 7,252 7,252
---------------------- --------- ----------- ---------- --------- ------------ ---------- -----------
Total comprehensive
income for the 6
months - - - - (415,553) 7,252 (408,301)
Transactions with
owners recognised
directly in equity
Issue of shares 298,113 3,101,887 (100,000) - - - 3,300,000
Cost of shares issued - (205,417) - - - - (205,417)
Issue of Warrants - - - 87,185 - - 87,185
Balance as at 30
June 2021 537,113 4,524,135 - 87,185 (1,106,643) (6,913) 4,034,877
Condensed Consolidated Statement of Cash Flows
6 month 6 month
period ended period ended
30 June 31 May
2021 2020
Notes GBP GBP
Cash flow from operating activities
Loss for the period before taxation (415,553) (41,844)
Adjustments for:
Interest expense 1,010 -
Share based payment expense 3 69,388 -
Foreign exchange gain on financial
assets - (2,317)
--------------
Operating cash flows before
movements in working capital (345,155) (44,161)
(Increase) in receivables (144,790) -
(Decrease)/increase in accounts
payable and accrued liabilities (50,371) 41,352
-------------- ---------------
Net cash used in operating activities (540,316) (2,809)
Cash flow from investing activities
Expenditure on intangible assets (88,347) -
Expenditure on tangible assets (1,892) -
-------------- ---------------
Net cash used in investing activities (90,239) -
Cash flow from financing activities
Interest paid (1,010) -
Proceeds from the issue of equity 6 2,550,000 -
Share issue costs 6 (187,620) -
Net cash inflow from financing 2,361,370 -
activities
Net increase/(decrease) in cash
and cash equivalents 1,730,815 (2,809)
============== ===============
Cash and cash equivalent at
beginning of the half year 137,906 3,492
-------------- ---------------
Cash and cash equivalent at
end of the half year 1,868,721 683
============== ===============
Significant non-cash transactions
The only significant non-cash transactions were the issue of
shares detailed in note 6.
The above condensed Consolidated Statement of Cash Flows should
be read in conjunction with the accompanying notes
Notes to the condensed interim financial statements
1. General information
The principal activity of the Company and its subsidiaries (the
Group) is in mineral exploration and the development of appropriate
exploration projects. The Company's registered office is at
Eccleston Yards, 25 Eccleston Place, London, SW1W 9NF. Its shares
are listed on the Main Market of the London Stock Exchange under
the Standard Segment of the Official List under the ticker
"LSE:CMRS".
2. BASIS of PREPARATION
These condensed interim financial statements are for the six
months ended 30 June 2021 and have been prepared in accordance with
the accounting policies adopted in the Group's most recent annual
financial statements for the year ended 31 December 2020, except
for the new accounting policy noted below.
Share-based compensation
The Group issued warrants in the period which were accounted for
as equity settled share based payment transactions with employees.
The fair value of the employees services received in exchange for
these warrants is recognised as an expense in the profit and loss
account with a corresponding increase in equity in the Warrants
Reserve. As there are no vesting conditions for these warrants the
expense was recognised immediately and will not be subsequently
revisited. Fair value is determined using Black-Scholes option
pricing models.
Share-based payments
The Group has two types of share based payments other than
employee compensation.
Warrants issued for services rendered which are accounted for in
accordance with IFRS 2 recognising either the cost of the services
if it can be reliably measured or the fair value of the warrants
(using Black-Scholes option pricing models).
Warrants issued as part of share issues have been determined as
equity instruments under IAS 32. Since the fair value of the shares
issued at the same time is equal to the price paid, these warrants,
by deduction are considered to have been issued at nil value.
The Group have chosen to adopt IAS 34 "Interim Financial
Reporting" in preparing this interim financial information. They do
not include all the information required in annual financial
statements, and they should be read in conjunction with the
consolidated financial statements for the year ended 31 December
2020 and any public announcements made by Caerus Mineral Resources
Plc ("CMR") during the interim reporting period.
The business is not considered to be seasonal in nature.
The functional currency for each entity in the Group is
determined as the currency of the primary economic environment in
which it operates. The functional currency of the parent company
CMR is Pounds Sterling (GBP) as this is the currency that finance
is raised in. The functional currency of NCC, TDL and PRL is the
Euro as this is the currency that mainly influences labour,
material and other costs of providing services. The Group has
chosen to present its consolidated financial statements in Pounds
Sterling (GBP), as the Directors believe it is a more convenient
presentational currency for users of the consolidated financial
statements. Foreign operations are included in accordance with the
policies set out in the Annual Report and Accounts.
The condensed interim financial statements have been approved
for issue by the Board of Directors on 27 September 2021.
New standards, amendments and interpretations adopted by the
Group.
During the current period the Group adopted all the new and
revised standards, amendments and interpretations that are relevant
to its operations and are effective for accounting periods
beginning on 1 January 2021. This adoption did not have a material
effect on the accounting policies of the Group.
New standards, amendments and interpretations not yet adopted by
the Group.
The standards and interpretations that are relevant to the
Group, issued, but not yet effective, up to the date of these
interim Financial Statements have been evaluated by the Directors
and they do not consider that there will be a material impact of
transition on the financial statements.
Going concern
The condensed interim financial statements have been prepared on
the assumption that the Group will continue as a going concern.
Under the going concern assumption, an entity is ordinarily viewed
as continuing in business for the foreseeable future with neither
the intention nor the necessity of liquidation, ceasing trading or
seeking protection from creditors pursuant to laws or regulations.
In assessing whether the going concern assumption is appropriate,
the Directors take into account all available information for the
foreseeable future, in particular for the twelve months from the
date of approval of the condensed interim financial statements.
Following the review of ongoing performance and cash flows, the
Directors have a reasonable expectation that the Group has adequate
resources to continue operational existence for the foreseeable
future. The Board have also considered the consequences of Covid-19
and other events and conditions, and it has determined that they do
not create a material uncertainty that casts significant doubt upon
the entity's ability to continue as a going concern.
Risks and uncertainties
The Directors continuously assess and monitor the key risks of
the business. The key risks that could affect the Group's
medium-term performance and the factors that mitigate those risks
have not substantially changed from those set out in the Group's
most recent annual financial statements for the year ended 31
December 2020.
Critical accounting estimates
The preparation of condensed interim financial statements
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the end of the
reporting period. Significant items subject to such estimates are
set out in Group's most recent annual financial statements for the
year ended 31 December 2020. The nature and amounts of such
estimates have not changed during the interim period.
3. ADMINISTRATIVE EXPENSES
Current period expenses include legal costs of GBP86,849, audit
fees of GBP32,830, regulatory fees of GBP25,351, foreign exchange
costs of GBP19,747, Directors fees of GBP77,669 and share based
payment charges for warrants of GBP69,388. These costs were
significantly increased due to the process of Listing.
4. INTANGIBLE ASSETS
The intangible assets held by the Group increased primarily as a
result of the acquisition of PR Ploutonic
Resources Limited. See note 5 for further information.
Exploration
and Evaluation
assets
GBP
Cost and carrying amount
At 31 December 2020 1,690,536
Exploration and evaluation assets acquired
at fair value (note 5) 838,562
Additions to exploration assets 90,722
----------------
At 30 June 2021 2,619,820
================
5. ACQUISITION OF SUBSIDIARY
On 11 June 2021 CMR acquired 100% of the issued share capital in
PR Ploutonic Resources Ltd ("PRL"), an exploration and production
of copper, gold and other minerals company, for consideration of
GBP750,000. The acquisition provides CMR with the opportunity to
expand its mineral exploration programme.
On acquisition, the Company paid a purchase price of GBP750,000
which was satisfied by the issue of consideration shares. The
consideration shares were fair valued, at the Volume Weighted
Average Price ("VWAP") based on 30 trading days following the
announcement of the acquisition on 6 April 2021.
The amounts recognised in respect of the identifiable assets
acquired and liability assumed as a result of the acquisition are
as follows:
Net book Fair value Fair value
value of adjustments of assets
assets acquired acquired
GBP GBP GBP
Intangible assets 84,270 754,292 838,562
Financial liabilities (4,752) - (4,752)
Deferred tax liability - (83,810) (83,810)
----------------- ------------- -----------
Total identifiable assets
acquired and liabilities
assumed 79,518 670,482 750,000
----------------- ------------- -----------
Fair Value of Consideration
Paid:
Shares issued 750,000
Total consideration 750,000
-----------
Under IFRS 3, a business must have three elements: inputs,
processes and outputs. PRL is an early stage exploration company
and has no mineral reserves and no plan to develop a mine. PRL does
have titles to mineral properties but these could not be considered
inputs because of their early stage of development. PRL has no
processes to produce outputs and has not completed a feasibility
study or a preliminary economic assessment on any of its properties
and no infrastructure or assets that could produce outputs.
Therefore, the Directors conclusion is that the transaction is an
asset acquisition and not a business combination. The fair value
adjustment to intangible assets of GBP670,482 represents the excess
of the purchase consideration of GBP750,000 over the excess of the
net assets acquired (net assets of GBP79,518) and a deferred tax
liability of GBP83,810.
During the period since acquisition, PRL contributed a loss of
GBPnil to the Group. If the acquisition had occurred on 1 January
2020, consolidated pro-forma loss for the half-year ended 30 June
2021 would have been GBP80,166.
6. SHARE CAPITAL AND SHARE PREMIUM
Number of Share Capital Share Premium Total
shares - GBP
Ordinary GBP
GBP
----------------------- ----------- ------------- ------------- ----------
As at 31 May 2020 9,400,000 94,000 322,665 416,665
------------------------ ----------- ------------- ------------- ----------
Issued 29 September
2020 8,500,000 85,000 765,000 850,000
Issued 13 November
2020 6,000,000 60,000 540,000 600,000
------------------------ ----------- ------------- ------------- ----------
As at 31 December
2020 23,900,000 239,000 1,627,665 1,866,665
------------------------ ----------- ------------- ------------- ----------
Issued 19 March
2021 26,500,000 265,000 2,385,000 2,650,000
Issued 11 June 2021 3,311,258 33,113 716,887 750,000
Cost of shares issued - - (205,417) (205,417)
------------------------ ----------- ------------- ------------- ----------
As at 30 June 2021 53,711,258 537,113 4,524,135 5,061,248
------------------------ ----------- ------------- ------------- ----------
On 19 March 2021, the Company completed a placing of 21,000,000
new Ordinary shares at 10p, a Subscription Agreement for an
aggregate 1,500,000 new Ordinary Shares at 10p and issued a further
4,000,000 shares to EV Metals Limited in return for a further
GBP400,000 investment in the Company.
On 11 June 2021, the Company issued 3,311,258 new Ordinary
shares of GBP0.01 each at a deemed price of GBP0.23 per share to
the owners of PRL as part of the consideration for the acquisition
of said company.
7. WARRANTS
The Group has issued the following warrants, which are still in
force at the balance sheet date.
Date of Reason for issue No. of warrants Exercise price Life in
Issue pence per years
share
------------ ---------------------------------------- --------------- -------------- -------
Founder warrants - dated from
25/01/2018 Admission 2,100,000 5.0 3
Seed/investor warrants - dated
25/01/2018 from Admission 3,300,000 5.0 2
19/03/2021 Broker warrants - Share Issue 3,360,000 12.5 2
19/03/2021 Bonus warrants - Employee Compensation 2,000,000 12.5p 2
Performance warrants- Employee
16/06/2021 Compensation 2,000,000 25.0p 1.75
Introduction warrants - Cost
16/06/2021 of Services 441,174 17.0p 1.75
The Founder and Seed/Investor warrants have been determined as
equity instruments under IAS 32 and as such have been issued at nil
cost.
The Broker warrants have been fair valued at GBP17,797 in
accordance with IFRS 2 and are measured at the fair value of the
services received. This amount is attributable to the cost of
shares issued and therefore has been accounted for in the Share
Premium reserve.
The remaining warrants are valued in accordance with IFRS 2, as
equity settled share based payment transactions. GBP51,158 has been
recognised as the fair value of employee compensation and GBP18,230
as the fair value of Broker Introduction services received during
the period.
8. EARNINGS PER SHARE
The calculation for basic earnings per Ordinary Share is based
on the profit after income tax attributable to equity Shareholder
for the period and is as follows:
Six months to Six months to
30 June 2021 31 May 2020
Loss attributable to equity
Shareholders (GBP) (415,553) (41,844)
-------------- --------------
Weighted average number of
Ordinary shares 39,413,411 9,400,000
-------------- --------------
Loss per Ordinary share (GBP) (0.0105) (0.004)
-------------- --------------
Earnings per Ordinary share are calculated using the weighted
average number of Ordinary shares in issue during the period. A
loss was made during the period and diluted EPS are therefore equal
to undiluted EPS.
9. RELATED PARTY TRANSACTIONS
During the half-year ended 30 June 2021, CMR acquired PRL, one
of the owners of this company is the Director Andrew Daniels who
was issued 1,931,457 shares, fair valued at GBP444,235 for his
58.33% ownership in this company.
10. SUBSEQUENT EVENTS
On 9 August 2021, the Company announced the completion of its
acquisition of GC Gold Mines (Cyprus) Ltd ("GMCL"). This was
acquired for a total cash consideration of GBP300,000, which was
funded through the disposal of the Black Pine nickel-cobalt project
and associated licences as announced on 29 July 2021.
On 22 September 2021, the Company announced a proposed Placing
of up to 7.2 million shares at a price of 20p per ordinary share to
raise GBP1.44m. A parallel subscription of 300k shares to raise
GBP60k has also been completed with a single subscriber under the
same terms and condition as the Placing. For every 2 Placing and
Subscription shares a warrant will be issued, exercisable for two
years from completion at a price of 30p per new ordinary share.
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END
IR BQLLLFKLFBBD
(END) Dow Jones Newswires
September 27, 2021 02:00 ET (06:00 GMT)
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