TIDMCOBR
RNS Number : 5593D
Cobra Resources PLC
30 June 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH
THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
30 June 2021
Cobra Resources plc
("Cobra" or the "Company")
Final Results for the Year Ended 31 December 2020
Cobra, the gold explorer focused on the Wudinna Gold Project in
South Australia, announces its final results for the year ended 31
December 2020 .
Key highlights:
-- Strengthened existing board with the appointment of two new
Non-Executive Directors, David Clarke and Daniel Maling, in April
2020
-- Executed a successful exploration campaign during the first
half of 2020, with 5,185 samples analysed for broad multi-element
suite, with this extensive dataset providing excellent information
to target priority drilling areas
-- Successfully raised GBP1.5m to progress drilling in the
second half of 2020, driven by increased confidence in the planned
drilling targets gained from the pathfinder strategy
-- Undertook a further drilling programme that completed in
November 2020, focused on testing the orientation and continuity of
mineralisation at the Baggy Green, Clarke and Barns deposits
o The total drilling programme included 41 holes for 6,090
metres
o The drilling programme satisfied the Stage 1 Earn in
obligations, such that Cobra now holds a 50% beneficial interest in
the Wudinna Gold Project
Greg Hancock, Chairman of Cobra, commented:
" The Company has delivered some very strong progress over the
course of the period that position us for a hugely exciting next
phase which is now underway. I thank my fellow directors for their
contribution throughout the year, Craig Moulton our Managing
Director for his commitment, and our shareholders generally for
their support. We look forward to a period of significant activity
which lies in front of us."
The full financial statements can be viewed on the Company
website: https://cobraplc.com/category/financial-reports/
Enquiries:
Cobra Resources plc Via Vigo Consulting
Craig Moulton (Australia) +44 (0)20 7390 0234
Dan Maling (UK)
SI Capital Limited (Joint Broker)
Nick Emerson
Sam Lomanto +44 (0)1483 413 500
Peterhouse Capital Limited (Joint Broker)
Duncan Vasey
Lucy Williams +44 (0)20 7469 0932
Vigo Consulting (Financial Public Relations)
Ben Simons
Fiona Hetherington +44 (0)20 7390 0234
About Cobra
Cobra's Wudinna Gold Project is located in the Gawler Craton
which is home to some of the largest IOCG discoveries in Australia
including Olympic Dam, as well as Prominent Hill and Carrapateena.
Cobra's Wudinna tenements contain extensive orogenic gold
mineralisation and are characterised by potentially open-pitable,
high-grade gold intersections, with ready access to nearby
infrastructure. In total Cobra has over 22 orogenic gold prospects,
with grades of between 16 g/t up to 37.4 g/t outside of the current
211,000 oz JORC resource, as well as one copper-gold prospect, and
four IOCG targets.
Wudinna Project Description
The Eyre Peninsula Gold Joint Venture comprises a 1,928 km(2)
land holding in the Gawler Craton. The Wudinna Gold Project within
the Joint Venture tenement holding comprises a cluster of gold
prospects which includes the Barns, White Tank and Baggy Green
deposits.
Chairman's statement
INTRODUCTION
2020 will be remembered as a challenging year, profoundly
impacting the lives of many people. The pandemic also impacted both
equity and commodity markets, resulting in strong demand for
safehaven commodities such as gold and copper, reflected through
strong support for precious and base metals explorers on the London
Stock Exchange. During the year, Cobra raised sufficient funds to
conduct three detailed soil programmes, and then test priority
targets via a significant Reverse Circulation (RC) drilling
programme. The results of this drilling, particularly at Clarke,
were spectacular, realising one of the largest high-grade
intercections in the Wudinna Gold Projects' history.
BACKGROUND
Cobra Resources began life as publicly listed company with the
aim of finding suitable precious, base or energy metals exploration
or mining projects in either Australia or Africa. During 2019 the
Board identified several potentially suitable projects, which were
reviewed in detail to evaluate their strengths, growth potential
and likely longer-term value to shareholders.
Following an extensive due diligence process, the Wudinna Gold
Project was identified as the most compelling opportunity primarily
due to its technical and commercial merits which could be
efficiently explored and grown with Cobra's infrastructure and
skilled resources. This included having an existing gold resource
of over 200,000 ounces with significant upside potential, being
located in a jurisdiction that was stable, with low sovereign risk,
and having a large number of prospects which could be efficiently
explored and expanded with Cobra's infrastructure and skilled
resources.
The Group has retained a team with the core competencies
required to deliver on its strategic objectives. During the course
of 2020, the Company sought to strengthen the existing board with
the appointment of two new members:
-- David Clarke - Non-Executive Director. David is an eminent
and renowned geologist, responsible for the discovery of
Tuckabianna amongst others. David is tasked with providing
technical oversight.
-- Daniel Maling - Non-Executive Director. Daniel has extensive
commercial and business development experience in the oil &
gas, mining and technology sectors.
OPERATIONAL REVIEW
The Company's articulated strategy to utilise staged geochemical
sampling to identify priority targets as a means to reduce risk was
demonstrably successful during the 2020 exploration campaign. These
initial three programmes focused on:
Programme 1 : Calibration of surface and drillhole geochemistry
to characterise primary immobile pathfinder elements directly
associated with mineralisation.
Programme 2 : Collection of surface samples and re-analysis of
historic surface and drillhole pulps to charaterise the orientation
and extension of existing brownfields resources.
Programme 3 : Re-analysis of historic surface pulps to
charaterise priority areas for greenfields discoveries.
In total 5,185 samples were analysed for a broad multi-element
suite, with this extensive dataset providing excellent information
to target priority drilling areas. With increased confidence in the
planned drilling targets gained from this pathfinder strategy, the
Company then raised GBP1.5m to progress the drilling during the
second half of 2020.
Drilling commenced at Wudinna on 23(rd) September 2020 . Four
primary drilling areas were planned, focusing on testing the
orientation and continuity of mineralisation at the Baggy Green,
Clarke, Laker and Barns deposits. Unfortunately access conditions
meant that the Laker drilling did not proceed, and was
deferred.
The total drilling programme of included 41 holes for 6,090
metres and was completed by 14th November 2020. Following some
assay laboratory and Christmas holiday delays the company was able
to report the following signature intersections post year end:
1. CBRC009 31m @ 3.06g/t from 69m inc. 15m @ 5.25 g/t
2. CBRC008 16m @ 1.37g/t from 43m inc. 4m @ 4.19 g/t
3. CBRC027 37m @ 1.38g/t from 151m inc. 13m @ 3.25g/t
4. CBRC026 6m @ 2.3g/t from 85m inc. 1m @ 8.72g/t
The drilling programme satisfied the Stage 1 Earn In obligations
such that Cobra now holds a 50% beneficial interest in the Wudinna
Gold Project.
POST PERIOD EVENTS
On 11 January 2021, the Company issued a total of 32,383,152 new
ordinary shares pursuant to completion of Stage 1 earn-in of the
Wudinna Gold Project, with 31,049,819 shares at 2.4 pence per share
being issued in accordance with the acquisition agreement to the
vendors of Lady Alice Trust and Lady Alice Mines Pty Ltd, and
1,333,333 shares at 1.5 pence per share issued to the Company's CEO
in accordance with the terms of his service agreement.
On 28 January 2021, the Company issued 1,934,800 new ordinary
shares pursuant to the exercise of warrants, with 934,800 shares at
a price of 3 pence per share and 1,000,000 shares at a price of 2
pence per share.
On 18 and 19 of February 2021, the Company issued 2,333,334 new
ordinary shares and 1,666,667 new ordinary shares respectively, at
2 pence per share, pursuant to the exercise of warrants.
On 29 April 2021, the Company issued a total of 7,110,053 new
ordinary shares, with 5,664,340 shares being issued at 1 pence per
share to the vendors of Lady Alice Trust and Lady Alice Mines Pty
Ltd in accordance with the acquisition agreement for the Wudinna
Gold Project, and 1,445,713 shares at 2.3 pence per share to a
drilling contractor in settlement of a contractual agreement in
respect of the provision of service.
COVID-19
On 11 March 2020, the World Health Organisation declared the
Coronavirus outbreak to be a pandemic in recognition of its rapid
spread across the globe, with over 200 countries now affected. Many
governments are taking increasingly stringent steps to help contain
or delay the spread of the virus and as a result there is a
significant increase in economic uncertainty.
For the Group's 31 December 2020 financial statements, the
Coronavirus outbreak and the related impacts are considered
non-adjusting events. Consequently, there is no impact on the
recognition and measurement of assets and liabilities. Due to the
uncertainty of the outcome of current events, the Group cannot
reasonably estimate the impact these events will have on the
Group's financial position, results of operations or cash flows in
the future.
CONCLUSION
Despite the challenges presented in 2020, the Company has
delivered some very strong progress over the course of the period
that position us for a hugely exciting next phase which is now
underway. I thank my fellow directors for their contribution
throughout the year, Craig Moulton our Managing Director for his
commitment, and our shareholders generally for their support. We
look forward to a period of significant activity which lies in
front of us.
Greg Hancock
Chairman
29 June 2021
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2020
Notes 31 December 31 December
2020 2019
GBP GBP
Other Income 50,280 -
Other Expenses (895,684) (544,500)
IPO expenses - (124,400)
Operating loss 2 (845,404) (668,900)
Finance income and costs - -
Change in estimate of contingent consideration 13 (161,346) -
Loss before tax (1,006,750) (668,900)
Taxation 5 - -
Loss for the year attributable to equity holders (1,006,750) (668,900)
=========== ===========
Earnings per ordinary share
Basic and diluted loss per share attributable (GBP0.0035) (GBP0.0099)
to owners of the Parent Company 6
=========== ===========
All operations are considered to be continuing.
The accompanying notes are an integral part of these financial
statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2020
31 December 31 December
2020 2019
GBP GBP
( 668,900
Loss for the year (1,006,750) )
Other Comprehensive income
Items that may subsequently be reclassified
to profit or loss:
* Exchange differences on translation of foreign
operations 66,916 (1,461 )
Total comprehensive loss attributable ( 670,361
to equity holders of the Parent Company (939,834) )
=========== ===========
The accompanying notes are an integral
part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December 2020
Notes
2020 2019
GBP GBP
Non-current assets
Intangible Fixed Assets 8 1,495,519 612,242
Property, plant and equipment 9 2,400 3,428
Total non-current assets 1,497,919 615,670
----------- -----------
Current assets
Trade and other receivables 10 69,408 37,433
Cash and cash equivalents 11 1,338,851 7,675
----------- -----------
Total current assets 1,408,259 45,108
----------- -----------
Non-current liabilities
Deferred consideration 13 (322,691) (350,066)
----------- -----------
Current liabilities
Trade and other payables 12 (169,314) (436,553)
Deferred consideration 13 (188,721) (215,486)
Total current liabilities (358,035) (652,039)
----------- -----------
Net assets/(liabilities) 2,225,451 (341,327)
=========== ===========
Capital and reserves
Share capital 14 2,829,566 672,335
Share premium account 564,173 160,992
Share based payment reserve 1,006,239 69,038
Retained losses (2,239,982) (1,242,231)
Foreign currency reserve 65,456 (1,461)
----------- -----------
Total equity 2,225,451 (341,327)
=========== ===========
The accompanying notes are an integral part of these financial
statements.
These financial statements were approved and authorised for
issue by the Board of Directors on 29 June 2021.
Signed on behalf of the Board of Directors
Craig Moulton , Executive Director , Company No. 11170056
COMPANY STATEMENT OF FINANCIAL POSITION
31 December 2020
Notes
2020 2019
GBP GBP
Non-current assets
Investment in subsidiary 7 432,260 432,260
Property, plant and equipment 9 2,400 3,428
Intangible Fixed Assets 8 33,251 -
Total non-current assets 467,910 435,688
----------- -----------
Current assets
Trade and other receivables 10 1,636,477 241,518
Cash and cash equivalents 11 834,164 1,749
----------- -----------
Total current assets 2,470,641 243,267
----------- -----------
Non-current liabilities
Deferred consideration 13 (322,691) (350,066)
----------- -----------
Total Non-current liabilities (322,691) (350,066)
----------- -----------
Current liabilities
Trade and other payables 12 (95,636) (422,560)
Deferred consideration 13 (188,721) (215,486)
Total current liabilities (284,357) (638,046)
----------- -----------
Net assets/(liabilities) 2,331,502 (309,157)
=========== ===========
Capital and reserves
Share capital 14 2,829,566 672,335
Share premium account 564,173 160,992
Share based payment reserve 1,006,239 69,038
Retained losses (2,068,475) (1,211,522)
Equity shareholders' funds 2,331,502 (309,157)
=========== ===========
The Company has taken advantage of the exemption allowed under
section 408 of the Companies Act 2006 and has not included its own
income statement and statement of comprehensive income in these
financial statements. The Company's loss for the period amounted to
GBP878,753 (2019: GBP638,190 loss).
The accompanying notes are an integral part of these financial
statements.
These financial statements were approved and authorised for
issue by the Board of Directors on 29 June 2021.
Signed on behalf of the Board of Directors
Craig Moulton, Executive Director, Company No. 11170056
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2020
Share Share Share based Retained Foreign Total
capital premium payment losses currency
reserve reserve
GBP GBP GBP GBP GBP GBP
As at 1 January 2019 672,335 160,992 69,038 (573,332) - 329,034
Loss for the year - - - (668,900) - (668,900)
Translation differences - - - - (1,461) (1,461)
--------- ----------- ----------- ----------- -------- --------------
Comprehensive loss for the year - - - (668,900) (1,461) (670,361)
--------- ----------- ----------- ----------- -------- --------------
At 31 December 2019 672,335 160,992 69,038 (1,242,232) (1,461) (341,327)
Loss for the year - - - (1,006,750) - (1,006,750)
Translation differences - - - - 66,917 66,917
--------- ----------- ----------- ----------- -------- --------------
Comprehensive loss for the year - - - (1,006,750) 66,917 (939,834)
Shares issued 2,157,231 1,537,142 - - - 3,694,373
Share based payment expired - - (3,833) 3,833 - -
Exercise of options & warrants - - (17,967) 5,167 - (12,800)
Cost of share issue - (1,133,961) - - - (1,133,961)
Share warrant charge - - 947,000 - - 947,000
Share option charge - - 12,000 - - 12,000
At 31 December 2020 2,829,566 564,173 1,006,238 (2,239,982) 65,456 2,225,451
--------- ----------- ----------- ----------- -------- --------------
The following describes the nature and purpose of each reserve
within equity:
Share capital: Nominal value of shares issued
Share premium: Amount subscribed for share capital in excess of
nominal value, less share issue costs
Share based payment reserve: Cumulative fair value of warrants and options granted
Retained losses: Cumulative net gains and losses, recognised in
the statement of comprehensive income
Foreign currency reserve: Gains/losses arising on translation of
foreign controlled entities into pounds sterling.
The accompanying notes are an integral part of these financial
statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2020
Share Share Share based Retained Total
capital premium payment losses
reserve
GBP GBP GBP GBP GBP
At 1 January 2019 672,335 160,992 69,038 (573,332) 329,034
Loss for the year - - - (638,190) (638,190)
Translation differences - - - - -
--------- ----------- ----------------- ----------- -----------
Comprehensive loss for the period - - - (638,190) (638,190)
--------- ----------- ----------------- ----------- -----------
At 31 December 2019 672,335 160,992 69,038 (1,211,522) (309,157)
Loss for the year - - - (878,753) (878,753)
Translation differences - - - - -
Shares issued 2,157,231 1,537,142 - - 3,694,373
Share based payment expired - - (3,833) 3,833 -
Exercise of options & warrants - - (17,967) 17,967 -
Cost of share issue - (1,133,961) - - (1,133,961)
Share warrant charge - - 947,000 - 947,000
Share option charge - - 12,000 - 12,000
At 31 December 2020 2,829,566 564,173 1,006,238 (2,068,475) 2,331,502
--------- ----------- ----------------- ----------- -----------
The following describes the nature and purpose of each reserve
within equity:
Share capital: Nominal value of shares issued
Share premium: Amount subscribed for share capital in excess of
nominal value, less share issue costs
Share based payment reserve: Cumulative fair value of warrants and options granted
Retained losses: Cumulative net gains and losses, recognised in
the statement of comprehensive income
The accompanying notes are an integral part of these financial
statements.
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2020
Notes 31 December 31 December
2020 2019
GBP GBP
Cash flows from operating activities
Loss before tax (1,006,750) (668,900)
Equity settled share based payments 265,189 -
Depreciation 9 1,028 979
Foreign exchange 66,916 5,950
Change in estimate of contingent consideration 13 161,346 -
(Decrease) / Increase in trade and other receivables 10 (31,975) (9,286)
Increase in trade and other payables 12 (482,725) 313,519
Share warrant charge - -
Net cash used in operating activities (1,026,971) (357,738)
----------- -----------
Cash flows from investing activities
Payments for exploration and evaluation activities 8 (883,277) (5,660)
Payment for acquisition of subsidiary, net of cash acquired 17 - 11,645
Payments for tangible fixed assets 9 - (4,407)
Net cash used in investing activities (883,277) 1,578
----------- -----------
Cash flows from financing activities
Proceeds from the issue of shares 3,428,384 35,700
Cost of shares issued (186,961) -
Net cash generated from financing activities 3,241,423 35,700
----------- -----------
Net increase/(decrease) in cash and cash equivalents 1,331,176 (320,460)
Cash and cash equivalents at beginning of year 7,675 328,135
Cash and cash equivalents at end of year 11 1,338,851 7,675
=========== ===========
-- During the year, Shares worth GBP168,819 were issued to the
previous Lady Alice Mines unit holders as per the sale
agreement.
-- During the year, Liabilities (Broker Fees) worth GBP186,960
were offset against share proceeds.
-- During the year, Shares worth GBP96,370 were issued to Directors in Lieu of fees.
The accompanying notes are an integral part of these financial
statements
COMPANY CASH FLOW STATEMENT
For the year ended 31 December 2020
Notes 31 December 31 December
2020 2019
GBP GBP
Cash flows from operating activities
Loss before tax (878,753) (638,190)
Equity settled share based payments 265,189 -
Depreciation 9 1,028 979
Foreign exchange loss/gain 12,801 -
Change in estimate of contingent consideration 13 161,346 -
Increase in trade and other receivables 10 (1,394,958) (4,958)
Increase in trade and other payables 12 (542,410) 359,611
Share warrant charge - -
Net cash used in operating activities (2,375,757) (282,558)
----------- -----------
Cash flows from investing activities
Payments for tangible fixed assets 9 - (4,407)
Payments for Intangible fixed assets (33,251) -
Investment in subsidiary 7 - (535)
Net cash used in investing activities (33,251) (4,942)
----------- -----------
Cash flows from financing activities
Proceeds from the issue of shares 3,428,384 35,700
Cost of shares issued (186,961) -
Loan to subsidiary company 10 - (74,586)
Net cash (used in)/generated from financing activities 3,241,423 (38,886)
----------- -----------
Net increase/(decrease) in cash and cash equivalents 832,415 (326,386)
Cash and cash equivalents at beginning of year 1,749 328,135
Cash and cash equivalents at end of year 11 834,164 1,749
=========== ===========
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND BASIS OF PREPARATION
General information
The Group is a public company limited by shares which is
incorporated in England. The registered office of the Company is
9(th) Floor, 107 Cheapside, London, EC2V 6DN, United Kingdom. The
registered number of the Company is 11170056.
The principal activity of the Group is to objective is to
explore, develop and mine precious and base metal projects .
Summary of significant accounting policies
The principal accounting policies applied in the preparation of
these Financial Statements are set out below ('Accounting Policies'
or 'Policies'). These Policies have been consistently applied to
all the periods presented, unless otherwise stated.
Accounting policies
Basis of preparation of Financial Statements
The Group and Company Financial Statements have been prepared in
accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and international
financial reporting standards adopted pursuant to Regulation (EC)
No 1606/2002 as it applies in the the European Union and as regards
the parent company financial statements, as applied in accordance
with the provisions of the Companies Act 2006 . The Group and
Company Financial Statements have also been prepared under the
historical cost convention, except as modified for assets and
liabilities recognised at fair value on an asset acquisition.
The Financial Statements are presented in pounds sterling, which
is the functional currency of the Parent Company. The functional
currency of Lady Alice Mines Pty Ltd is Australian Dollars.
The preparation of the Financial Statements in conformity with
IFRS requires the use of certain critical accounting estimates. It
also requires the Board 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 1.
Changes in accounting policies
New and amended standards adopted
The adoption of the new or amended standards and interpretations
did not result in any significant changes to the Group's and
Company's accounting policies.
Amendments to IFRS
The group and company applied for the first-time certain
standards and amendments, which are effective for annual periods
beginning on or after 1 January 2020. The group and company has not
early adopted any other standard, interpretation or amendment that
that been issued but is not yet effective. The nature and effect of
these changes as a result of the adoption of these new standards
are described below. Other than the changes described below, the
accounting policies adopted are consistent with those of the
previous financial year.
Amendments to IFRS 3: Definition of a Business
The amendment to IFRS 3 Business Combination clarifies that to
be considered a business, an integrated set of activities and
assets must include, at a minimum, an input, and a substantive
process that, together, significantly contribute to the ability to
create output. Furthermore, it clarifies that a business can exist
without including all the inputs and processes needed to create
outputs. These amendments had no impact on the financial statements
of the Company but may impact future periods should the Company
enter into any business combinations.
Amendments to IAS 1 and IAS 8 Definition of Material
The amendments provide a new definition of material that states,
"information is material if omitting, misstating or obscuring it
could reasonably be expected to influence decisions that the
primary users of general purpose financial statements make on the
basis of those financial statements, which provide financial
information about a specific reporting entity." The amendments
clarify that materiality will depend on the nature or magniture of
information, either individually or in combination with other
information, in the context of the financial statements. A
misstatement of information is material if it could reasonably be
expected to influence decisions made by the primary users. These
amendments had no impact on the financial statements of, nor is
there expected to be any future impact to the Group or Company.
Conceptual Framework for Financial Reporting
The Conceptual Framework is not a standard, and none of the
concepts contained therein override the concepts or requirements in
any standard. The purpose of the conceptual Framework is to assist
the IASB in developing standards, to help preparers develop
consistent accounting policies where there is no applicable
standards in place and to assist all parties to understand and
interpret the standards. This will affect those entities which
developed their accounting policies based on the Conceptual
Framework. The revised Conceptual Framework includes some new
concepts, updated definitions and recognition criteria for assets
and liabilities and clarifies some important concepts. These
amendments had no impact on the financial statements of the Group
or Company.
Going concern
The Financial Statements have been prepared on a going concern
basis. In assessing whether the going concern assumption is
appropriate, the Directors have taken into account all relevant
available information about the current and future position of the
Group and Company, including current level of resources and the
required level of spending on exploration and evaluation
activities. As part of their assessment, the Directors have also
taken into account the ability to raise additional funding whilst
maintaining sufficient cash resources to meet all commitments.
The Group meets its working capital requirements from its cash
and cash equivalents. The Company is pre-revenue, and to date the
Company has raised finance for its activities through the issue of
equity and debt. The Directors have reviewed the cash flow
forecasts and are satisfied that there are sufficient funds to meet
planned project expenditure and overheads through to July 2022 the
Group and Company have sufficient funds to meet their working
capital needs for a period of at least 12 months from the date of
approval of these financial statements. Further funding will be
required either through equity raisings or other financial
arrangements to fund future exploration activities and this
additional funding is not guaranteed however to date the Company
has been successful in securing funding when required. Exploration
and evaluation will be curtailed, if necessary, in order to
preserve cash for working capital purposes.
At present the Group believes that there should be no
significant material disruption to its operations from COVID-19 in
the near term, but the Board continues to monitor these risks and
the Group's business continuity plans.
Having prepared forecasts based on current resources, assessing
methods of obtaining additional finance and assessing the possible
impact of COVID-19, the Directors believe the Group has sufficient
resources to meet its obligations for a period of 12 months from
the date of approval of these financial statements. Taking these
matters into consideration, the Directors continue to adopt the
going concern basis of accounting in the preparation of the
financial statements. The financial statements do not include the
adjustments that would be required should the going concern basis
of preparation no longer be appropriate.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Parent Company and companies controlled by the
Parent Company, the Subsidiary Companies, drawn up to 31 December
each year.
Control is recognised where the Company has the power to govern
the financial and operating policies of an investee entity so as to
obtain benefits from its activities, and is exposed to, or has
rights to, variable returns from its involvement in the subsidiary.
The results of subsidiaries acquired or disposed of during the year
are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of
disposal, where appropriate.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used
into line with those used by the Group. All intra-group
transactions, balances, income and expenses are eliminated on
consolidation.
The Group applies the acquisition method of accounting to
account for business combinations. The consideration transferred
for the acquisition of a subsidiary is the fair values of the
assets transferred, the liabilities incurred to the former owners
of the acquiree and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or
liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred unless they
result from the issuance of shares, in which case they are offset
against the premium on those shares within equity.
Any contingent consideration to be transferred by the Group is
recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration that is
deemed to be an asset or liability is recognised either in profit
or loss or as a change to other comprehensive income. Contingent
consideration that is classified as equity is not re-measured, and
its subsequent settlement is accounted for within equity.
Investments in subsidiaries are accounted for at cost less
impairment.
Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board of Directors that makes
strategic decisions.
The Group's operations are located Australia with the head
office located in the United Kingdom. The main tangible assets of
the Group, cash and cash equivalents, are held in the United
Kingdom and Australia. The Board ensures that adequate amounts are
transferred internally to allow all companies to carry out their
operational on a timely basis.
The Directors are of the opinion that the Group is engaged in a
single segment of business being the exploration of gold in
Australia. The Group currently has two geographical reportable
segments - United Kingdom and Australia.
Foreign currencies
For the purposes of the consolidated financial statements, the
results and financial position of each Group entity are expressed
in pounds sterling, which is the presentation currency for the
consolidated financial statements.
In preparing the financial statements of the individual
entities, transactions in currencies other than the entity's
functional currency (foreign currencies) are recorded at the rates
of exchange prevailing at the dates of the transactions. At each
reporting date, monetary items denominated in foreign currencies
are retranslated at the rates prevailing at the reporting date.
Exchange differences arising are included in the profit or loss for
the period.
For the purposes of preparing consolidated financial statements,
the assets and liabilities of the Group's foreign operations are
translated at exchange rates prevailing on the reporting date.
Income and expense items are translated at the average exchange
rates for the period. Gains and losses from exchange differences so
arising are shown through the Consolidated Statement of Changes in
Equity.
Property, plant and equipment
Property, plant and equipment is stated at 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: Office Equipment: 33.33% per annum
The assets' residual values and useful lives are reviewed, and
adjusted if appropriate, at the end of each reporting period. 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. Gains and losses on disposal are
determined by comparing the proceeds with the carrying amount and
are recognised within 'Other (losses)/gains' in the Statement of
Comprehensive Income.
Impairment of tangible fixed assets
A review for indicators of impairment is carried out at each
reporting date, with the recoverable amount being estimated where
such indicators exist. Where the carrying value exceeds the
recoverable amount, the asset is impaired accordingly. Prior
impairments are also reviewed for possible reversal at each
reporting date.
For the purposes of impairment testing, when it is not possible
to estimate the recoverable amount of an individual asset, an
estimate is made of the recoverable amount of the cash-generating
unit to which the asset belongs. The cash-generating unit is the
smallest identifiable group of assets that includes the asset and
generates cash inflows that largely independent of the cash inflows
from other assets or groups of assets.
Intangible assets
Exploration and evaluation assets
Exploration and evaluation assets comprises all costs which are
directly attributable to the exploration of a project area. 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 recorded at fair-value on
acquisition
Exploration assets which are acquired are recognised at fair
value. When an acquisition of an entity whose only significant
assets are its exploration asset and/or rights to explore, the
Directors consider that the fair value of the exploration assets is
equal to the consideration. Any excess of the consideration over
the capitalised exploration asset is attributed to the fair value
of the exploration asset.
Impairment of intangible assets
Intangible assets that have an indefinite useful life are not
subject to amortisation and are tested annually for impairment, or
more frequently if events or changes in circumstances indicate that
they might be impaired. Other assets are tested for impairment
whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is
recognised in profit or loss for the amount by which the asset's
carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset's fair value less costs of
disposal and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of
assets (cash-generating units). Early stage exploration projects
are assessed for impairment using the methods specified in IFRS
6.
Financial Assets
Loans and Receivables
(a) Classification and receivables are non-derivative financial
assets with fixed or determinable payments that are not quoted in
an instrument level.
The Group's and Company's business model for managing financial
assets refers to how it manages its financial assets in order to
generate cash flows. The business model determines whether cash
flows will result from collecting contractual cash flows, selling
the financial assets, or both.
Subsequent measurement
For purposes of subsequent measurement, financial assets are
classified in four categories:
-- financial assets at amortised cost (debt instruments);
-- financial assets at fair value through OCI with recycling of
cumulative gains and losses (debt instruments);
-- financial assets designated at fair value through OCI with no
recycling of cumulative gains and losses upon derecognition (equity
instruments); and
-- financial assets at fair value through profit or loss.
Financial assets at amortised cost (debt instruments)
This category is the most relevant to the Group and Company. The
Group and Company measure financial assets at amortised cost if
both of the following conditions are met:
-- the financial asset is held within a business model with the
objective to hold financial assets in order to collect contractual
cash flows; and
-- the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured
using the effective interest rate ("EIR") method and are subject to
impairment. Interest received is recognised as part of finance
income in the statement of profit or loss and other comprehensive
income. Gains and losses are recognised in profit or loss when the
asset is derecognised, modified or impaired. The Group's and
Company's financial assets at amortised cost include trade and
other receivables (not subject to provisional pricing) and cash and
cash equivalents.
Derecognition
A financial asset is primarily derecognised when:
-- the rights to receive cash flows from the asset have expired; or
-- the Group and Company have transferred their rights to
receive cash flows from the asset or has assumed an obligation to
pay the received cash flows in full without material delay to a
third party under a 'pass-through' arrangement; and either (a) the
Group and Company have transferred substantially all the risks and
rewards of the asset, or (b) the Group and Company have neither
transferred nor retained substantially all the risks and rewards of
the asset, but has transferred control of the asset.
Impairment of financial assets
The Group and Company recognise 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 and Company expect 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.
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.
Subsequent measurement
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.
Derecognition
A financial liability is derecognised when the associated
obligation is discharged or cancelled or expires.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other
short-term investments to be cash and cash equivalents.
Share capital
The Company's ordinary shares of nominal value GBP0.01 each
("Ordinary Shares") are recorded at such nominal value and proceeds
received in excess of the nominal value of Ordinary Shares issued,
if any, are accounted for as share premium. Both share capital and
share premium are classified as equity. Costs incurred directly to
the issue of Ordinary Shares are accounted for as a deduction from
share premium, otherwise they are charged to the income
statement.
Current and deferred income tax
Tax represents income tax and deferred tax. Income tax is based
on profit or loss for the year. Taxable profit or loss differs from
the loss for the year as reported in the Consolidated Statement of
Comprehensive Income because it excludes items of income or expense
that are taxable or deductible in other years and it further
excludes items of income or expense that are never taxable or
deductible. The liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the
Statement of Financial Position date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the Historical Financial Information and the corresponding tax
bases used in the computation of taxable profit, and is accounted
for using the liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Deferred tax assets and liabilities are offset where there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the intention is to settle
current tax assets and liabilities on a net basis.
Share based payments
The fair value of services received in exchange for the grant of
share warrants is recognised as an expense in share premium or
profit or loss, in accordance with thenature of the service
provided. A corresponding increase is recognised in equity.
Judgements and key sources of estimation uncertainty
The preparation of the Financial Statements in conformity with
IFRS requires the directors to make judgements, estimates and
assumptions that affect the amounts reported. These estimates and
judgements are continually reviewed and are based on experience and
other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Accounting estimates and assumptions are made concerning the
future and, by their nature, may not accurately reflect the related
actual outcome. Share options and warrants are measured at fair
value at the date of grant. The fair value is calculated using the
Black Scholes method for both options and warrants as the
management views the Black Scholes method as providing the most
reliable measure of valuation.
Contingent consideration, resulting from business combinations,
is valued at fair value at the acquisition date as part of the
business combination. The determination of fair value is based on
key assumptions involving estimation of the probability of meeting
each performance target and the timing thereof. As part of the
acquisition of Lady Alice Mines Pty Ltd, contingent consideration
with an estimated fair value of GBP296,536 was recognised at the
acquisition date. See note 17 for further details. The Group is
required to remeasure the contingent liability at fair value at
each reporting date with changes in fair value recognised in
accordance with IFRS 9. Therefore, as at 31 December 2020, the
contingent consideration reflects an estimated fair value of
GBP322,691.
2. EXPENSES BY NATURE
31 December 31 December
2020 2019
GBP GBP
This is stated after charging/(crediting):
Administrative expense 93,171 85,964
Corporate expense 488,450 275,327
Finance expense 39,755 (19,017)
Other Income (50,280) -
Professional fees 2,833 -
Wages & Salaries expense 271,477 326,626
845,404 668,900
============= ===========
* Amounts payable to PKF Littlejohn LLP by the Company in
respect of non-audit services was GBPnil (2019: GBP25,600) net of
VAT in relation to work as reporting accountants for listing on the
main market of the London Stock Exchange.
3. SEGMENT INFORMATION
The Group's prime business segment is mineral exploration.
The Group operates within two geographical segments, the United
Kingdom and Australia. The UK sector consists of the parent company
which provides administrative and management services to the
subsidiary undertaking based in Australia.
The following tables present expenditure and certain asset
information regarding the Group's geographical segments for the
years ended 31 December 2020 and 2019:
Operational Results 31 December 31 December
2020 2019
GBP GBP
--------------------- ------------ ------------
Revenue - -
--------------------- ------------ ------------
Loss after taxation
- United Kingdom (878,753) (638,190)
- Australia (127,997) (30,170)
---------------------- ------------ ------------
Total (1,006,750) (668,900)
---------------------- ------------ ------------
2020 Australia United Kingdom Total
GBP GBP GBP
-------------------- ---------- --------------- ------------
Non-current assets 1,495,519 2,400 1,497,919
Current assets 574,953 833,306 1,408,259
Total liabilities (73,678) (607,048) (680,726)
2019
Non-current assets 612,242 3,428 615,670
Current assets 10,254 34,854 45,108
Total liabilities (13,993) (988,112) (1,002,105)
4. DIRECTORS' EMOLUMENTS
There were no employees during the period apart from the
directors, who are the key management personnel. No directors had
benefits accruing under money purchase pension schemes.
Share Based
Year ended 31 December Remuneration Fees Bonus payment Total
2020 GBP GBP GBP GBP GBP
----------------------- ------------ ------- ----- ------------ -------
C Moulton 128,539 - - 51,188 179,727
R Gerritsen - 6,121 - 12,000 18,121
G Hancock - 22,167 - - 22,167
D Maling 10,584 3,000 - - 13,584
D Clarke - 13,667 - - 13,667
----------------------- ------------ ------- ----- ------------ -------
139,123 44,955 - 63,188 247,266
----------------------- ------------ ------- ----- ------------ -------
-- During the year GBP179,727 (2019: GBP118,500) was paid to
Craig Moulton in respect of Wages & Salaries and Share based
payments. The share based payments include GBP21,188 for 2,118,750
shares in lieu of director fees and GBP30,000 for 2,000,000 shares
per his employment contract.
-- During the year GBP18,121 (2019: GBP160,300) was paid to RCA
Associates Ltd, a company of which Rolf Gerritsen is a director, in
respect of Directors fees, consultancy services & share based
payments. The share based payments include GBP12,000 for 1,200,000
shares in lieu of director fees.
-- During the year GBP22,167 (2019: GBP26,167) was paid to
Hancock Corporate Investments Pty Ltd, a company in which Greg
Hancock is a Director, in respect of Directors fees and consultancy
services.
-- During the year GBP13,584 (2019: GBPnil) was paid to Dan
Maling, in respect of Wages & Salaries and Directors fees.
-- During the year GBP13,667 (2019: GBPnil) was paid to The
Springton Trust, a trust in which David Clarke is a Trustee, in
respect of Directors fees and consultancy services.
Year ended 31 December Remuneration Fees Bonus Severance Total
2019 GBP GBP GBP GBP GBP
----------------------- ------------ -------- ------ ---------- -------
C Moulton 25,000 93,500 - - 118,500
R Gerritsen 43,000 117,300 - - 160,300
G Hancock 6,667 9,500 10,000 - 26,167
K Watson - - - 21,660 21,660
----------------------- ------------ -------- ------ ---------- -------
74,667 220,300 10,000 21,660 326,627
----------------------- ------------ -------- ------ ---------- -------
-- During the year GBP118,500 (2018: GBPnil) was paid to Moulton
Metals Pty Ltd, a company in which Craig Moulton is a Director, in
respect of Directors fees and consultancy services. At the year
end, GBP51,756 is included in trade payables. Of this amount he
received 2,118,750 shares in lieu of director fees and 2,500,000
shares per his employment contract.
-- During the year GBP130,300 (2018: GBP48,000) was paid to RCA
Associates Ltd, a company of which Rolf Gerritsen is a director, in
respect of Directors fees and consultancy services. During the year
GBP30,000 (2018: GBPnil) was paid to RCA Associates Ltd, for Rolf
Gerritsen's assistance with the acquisition of Lady Alice Mines Pty
Ltd.
-- During the year GBP26,167 (2018: GBPnil) was paid to Hancock
Corporate Investments Pty Ltd, a company in which Greg Hancock is a
Director, in respect of Directors fees and consultancy
services.
-- Ken Watson received GBP13,663 (AUD 25,000) in cash and
GBP7,997 (AUD 15,000) in shares as part of a settlement agreement
upon his resignation as Director of the Company.
5. INCOME TAXES
a) Analysis of tax in the period
31 December 31 December
2020 2019
GBP GBP
Current tax - -
Deferred taxation - -
- -
==== ============
b) Factors affecting tax charge or credit for the period
The tax assessed on the loss on ordinary activities for the
period differs from the standard rate of corporation tax in the UK
of 19% (2019: 19%) and Australia of 27.5% (2019: 27.5%). The
differences are explained below:
31 December 31 December
2020 2019
GBP GBP
Loss on ordinary activities before tax (1,006,750) (668,900)
=========== ===========
Loss multiplied by weighted average applicable
rate of tax (234,069) (155,915)
Effects of:
Expenses not deductible for tax 28,923
Losses carried forward not recognised as deferred
tax assets 234,069 126,992
- -
=========== ===========
The weighted average applicable tax rate of 23.25% (2019:
23.25%) used is a combination of the standard rate of corporation
tax rate for entities in the United Kingdom of 19% (2019: 19%), and
27.5% (2019: 27.5%)in Australia.
6. EARNINGS PER SHARE
Basic and diluted loss per share is calculated by dividing the
loss attributed to ordinary shareholders of GBP1,006,750 (2019:
GBP668,900 loss) by the weighted average number of shares of
282,956,585 (2019: 67,233,532) in issue during the year.
The basic and dilutive loss per share are the same as the effect
of the exercise of share warrants and options would be
anti-dilutive.
7. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
Investments Loans Total
Company GBP GBP GBP
At 1 January 2020 432,260 - 432,260
At 31 December 2020 432,260 - 432,260
----------- ----- -------
Investments in Group undertakings are stated at cost less
impairment. In 2019 the Company acquired 100% of the issued share
capital of Lady Alice Mines Pty Ltd and in turn, 100% of the units
in the Lady Alice Trust which is wholly owned by Lady Alice Mines
Pty Ltd.
At 31 December 2020 the Company held the following interests in
subsidiary undertakings, which are included in the consolidated
financial statements and are unlisted.
Proportion
Name of company Registered office address held Business
Level 2, 1-5 Walker Avenue,
Lady Alice Mines Pty Ltd West Perth, WA, Australia 100% Mining
Level 2, 1-5 Walker Avenue,
Lady Alice Mines Unit Trust(1) West Perth, WA, Australia 100% Mining
(1) Lady Alice Mines Unite Trust is a wholly owned entity of
Lady Alice Mines Pty Ltd.
8. INTANGIBLE FIXED ASSETS
Intangible assets comprise exploration and evaluation costs.
Exploration and evaluation assets are all internally generated
except for those acquired at fair value as part of a business
combination.
Total
Group GBP
At 1 January 2019 -
Acquired at fair value 606,560
Additions 5,660
At 1 January 2020 612,242
Additions 883,277
At 31 December 2020 1,495,519
----------
Total
Company GBP
At 1 January 2019 -
Acquired at fair value -
Additions -
At 1 January 2020 -
Additions 33,251
At 31 December 2020 33,251
-------
As at 31 December 2020 there was GBP33,251 in drilling services
performed and to be settled in shares. The shares were issued post
balance date in April 2021. As at 31 December 2020 these drilling
services have been recognised as an accrued liability in advance of
shares being issued.
The Directors undertook an assessment of the following areas and
circumstances that 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; or
-- Sufficient data exists to indicate that the book value will
not be fully recovered from future development and production.
Following their assessment, the Directors concluded that no
impairment charge was necessary for the year ended 31 December
2020.
9. PROPERTY, PLANT AND EQUIPMENT - Group
and Company
Office Equipment Total
2020
Cost GBP GBP
At 31 December 2019 4,407 4,407
Additions during the year - -
At 31 December 2020 4,407 4,407
Depreciation
At 31 December 2019 (979) (979)
Charge for the year (1,028) (1,028)
At 31 December 2020 (2,007) (2,007)
Net book value
----------------- --------
At 31 December 2020 2,400 2,400
----------------- --------
2019 Office Equipment Total
Cost GBP GBP
At 31 December 2018 - -
Additions during the year 4,407 4,407
At 31 December 2019 4,407 4,407
Depreciation
At 31 December 2018 - -
Charge for the year (979) (979)
At 31 December 2019 (979) (979)
Net book value
----------------- ------
At 31 December 2019 3,428 3,428
----------------- ------
10 . TRADE AND OTHER RECEIVABLES
Group Group Company
31 Dec 31 Dec 31 Dec Company
2020 2019 2020 31 Dec 2019
Current GBP GBP GBP GBP
Prepayments - 32,890 - 32,890
Intercompany debtors - - 1,637,335 208,413
Goods & Services Tax 70,266 4,307 - -
Other debtors (858) 236 (858) 215
------- ------- --------- ---------------
69,408 37,433 1,636,477 241,518
======= ======= ========= ===============
The fair value of trade and other receivables approximates to
their book value. Other classes of financial assets included within
trade and other receivables do not contain impaired assets.
The carrying amounts of the Group and Company's trade and other
receivables are denominated in the following currencies:
Group Group Company
31 Dec 31 Dec Company 31 Dec
2020 2019 31 Dec 2020 2019
GBP GBP GBP GBP
UK pounds (858) 33,126 1,636,477 241,518
Australian dollars 70,266 4,307 - -
----------- ------- ------------- -------
69,408 37,433 1,636,477 241,518
=========== ======= ============= =======
11. CASH AND CASH EQUIVALENTS
Group Group
31 Dec 31 Dec Company Company
2020 2019 31 Dec 2020 31 Dec 2019
GBP GBP GBP GBP
Cash at bank and in hand 1,338,851 7,675 834,164 1,749
1,338,851 7,675 834,164 1,749
========= ======= ============= =================
The fair value of cash at bank is the same as its carrying
value.
The carrying amounts of the Group and Company's cash and cash
equivalents are denominated in the following currencies:
Group Group Company
31 Dec 31 Dec Company 31 Dec
2020 2019 31 Dec 2020 2019
GBP GBP GBP GBP
UK pounds 834,164 1,749 834,164 1,749
Australian dollars 504,687 5,926 - -
--------- ------- ------------- --------
1,338,851 7,675 834,164 1,749
========= ======= ============= ========
12. TRADE AND OTHER PAYABLES
Group Group Company
31 Dec 31 Dec Company 31 Dec
2020 2019 31 Dec 2020 2019
Current GBP GBP GBP GBP
Trade creditors 94,985 266,509 35,960 263,473
Share subscriptions paid in advance - 35,700 - 35,700
GST collected 4,437 3,784 - -
Accruals and deferred income 59,676 130,559 59,676 123,387
Other payables 10,215 - - -
------- ------- ------------- --------
169,314 436,553 95,636 422,560
======= ======= ============= ========
The fair value of trade and other payables approximates to their
book value.
The carrying amounts of the Group and Company's trade and other
payables are denominated in the following currencies:
Group Group Company
31 Dec 31 Dec Company 31 Dec
2020 2019 31 Dec 2020 2019
GBP GBP GBP GBP
UK pounds 95,636 422,560 95,636 422,560
Australian dollars 73,677 13,993 - -
---------- ------- ------------- --------
169,314 436,553 95,636 422,560
========== ======= ============= ========
13. DEFERRED CONSIDERATION
2019 Total
Group and Company GBP
Amounts payable
under business
combination 565,552
At 31 December
2019 565,552
-------
Categorised as:
Current liabilities 215,486
-------
Non-current liabilities 350,066
-------
Refer to note 17 for further detail.
2020 Total
Group and Company GBP
Amounts payable under
business combination 511,412
At 31 December 2020 511,412
-------
Categorised as:
Current liabilities 188,721
-------
Non-current liabilities 322,691
-------
During the year 2020, there has been a movement in the Deferred
Consideration of GBP54,140. The movement is a reflection of the
Consideration shares paid to the previous Lady Alice Mines unit
holders as agreed upon at time of acquisition, and a revised to the
value of contingent consideration based on a revision to the
underlying assumptions used in determining estimated value. The
Deferred consideration as at 31 December 2020 of GBP511,412,
reflects the amount still outstanding.
Movements for the year Total
GBP
At 31 December 2019 565,552
Consideration paid during the year (215,486)
Change in estimate of contingent
consideration 161,346
At 31 December 2020 511,412
----------
Refer to note 17 for further detail.
14. SHARE CAPITAL
Dec 2020 Dec 2020 Dec 2019 Dec 2019
Number Number
of shares GBP of shares GBP
Issued, called up and fully paid
Ordinary shares of GBP0.01 282,956,585 2,829,565 67,233,532 672,335
----------- --------- ---------- --------
Total 282,956,585 2,829,565 67,233,532 672,335
=========== ========= ========== ========
As at 31 December 2020 the Company had 127,796,891 warrants
outstanding (2019: 63,351,916).
Each ordinary share is entitled to one vote in any
circumstances. Each ordinary share is entitled pari passu to
dividend payments or any other distribution and to participate in a
distribution arising from a winding up of the Company.
15. SHARE BASED PAYMENTS
2020
Warrants
Weighted
average
Warrants exercise
Number price
Warrants at 31 December
2019 63,351,916 0.02p
Granted during year 109,374,168 0.03p
Exercised during year (29,812,693) 0.02p
Lapsed during year (15,116,500) 0.02p
Warrants at 31 December
2020 127,796,891 0.02p
================================ ==========
Exercisable at year
end 127,796,891 0.02p
================================ ==========
At 31 December 2020 the weighted average remaining contractual
life of the warrants outstanding was 1.39 years.
2019
Warrants
Weighted
average
Warrants exercise
Number price
At incorporation - -
Issued during the year 63,351,916 0.02p
Warrants at 31 December
2018 63,351,916 0.02p
=============================== ==========
Warrants at 31 December
2019 63,351,916 0.02p
=============================== ==========
Exercisable at year
end 63,351,916 0.02p
=============================== ==========
At 31 December 2019 the weighted average remaining contractual
life of the warrants outstanding was 1 year.
2020
Options
Weighted
average
exercise
Options Number price
Options at 31 December
2019 1,344,672 0.015p
=============== ==========
Issued during the period 15,000,000 0.033p
Exercised during the
year (672,336) 0.015p
Options at 31 December
2020 15,672,336 0.033p
=============== ==========
Exercisable at year
end 672,336 0.015p
=============== ==========
At 31 December 2020 the weighted average remaining contractual
life of the options outstanding was 4.43 years.
2019
Options
Weighted
average
exercise
Options Number price
At incorporation - -
Issued during the year - -
Options at 31 December
2018 - -
=============== ==========
Issued during the period 1,344,672 0.015p
Options at 31 December
2019 1,344,672 0.015p
=============== ==========
Exercisable at year
end 672,336 0.015p
=============== ==========
At 31 December 2019 the weighted average remaining contractual
life of the options outstanding was 3 years.
The fair value of equity settled share options and warrants
granted is estimated at the date of grant using a Black-Scholes
option pricing model, taking into account the terms and conditions
upon which the options were granted. The following table lists the
inputs to the model:
Options Warrants Warrants
--------------------- --- ---------------- -------------- --------------
Date of grant 14 July 2020 16 January 29 October
2020 2020
Expected volatility 94.59% 23.39% 108.75%
Expected life 5 2 2
Risk-free interest 0.10% 0.75% 0.10%
rate
Expected dividend 0.00% 0.00% 0.00%
yield
Fair value per
option/warrant
GBP0.008 GBP0.0003 GBP0.014
--------------------- --- ---------------- -------------- --------------
16. FINANCIAL INSTRUMENTS
Group Group Company Company
31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
GBP GBP GBP GBP
Financial assets at amortised cost
Trade and other receivables excluding prepayments 69,408 4,543 1,636,477 208,628
Cash and cash equivalents 1,338,851 7,675 834,164 1,749
1,408,259 12,218 2,470,641 210,377
============ ============ ============ ============
Financial liabilities
Trade and other payables (at amortised cost) (109,638) (305,993) (35,960) (299,173)
Deferred consideration (at FVPL) (511,412) (565,552) (511,412) (565,552)
(621,050) (871,545) (547,372) (864,725)
============ ============ ============ ============
17. BUSINESS COMBINATION
Lady Alice Mines Pty Ltd
On 7 March 2019, the Company acquired 100% of the share capital
of Lady Alice Mines Pty Ltd ('LAM') and its wholly owned subsidiary
The Lady Alice Trust (the 'Trust'), for total consideration of
GBP432,262 which is to be satisfied via a mix of cash and share
consideration which is shown below. In addition, the Company agreed
to settle existing liabilities due to unitholders of the Trust of
up to A$250,000. The share based payment consideration was settled
on 16 January 2020 upon the successful re-admission to the London's
Stock Exchange Main Market. 10,815,297 shares were issued at a
close price of 1.25p.
The Trust has an entitlement to earn a 75% equity interest in
tenements near Wudinna in South Australia for gold exploration (the
'Wudinna Agreement'), and is also the sole owner of the right,
title and interest in the Prince Alfred Licence, a formerly
producing copper mine.
The principal terms of the Wudinna Agreement are as follows:
-- Stage 1: the Trust will fund A$2.1 million within three years to earn a 50% equity position
-- Stage 2: at the completion of Stage 1, a joint venture
vehicle can be formed, or alternatively the Trust can spend a
further A$1.65 million over an additional two years to earn a 65%
equity interest
-- Stage 3: at the completion of Stage 2, a joint venture
vehicle can be formed, or alternatively the Trust can spend a
further A$1.25 million within one year to earn a 75% equity
interest
The contingent consideration is due to the unitholders on
satisfying the following project milestones:
-- First Option - 14% of the total issued share capital on completion of Stage 1
-- Second Option - 21% of the total issued share capital on completion of Stage 2
-- Third Option - 30,000,000 ordinary shares on announcement of
a JORC-compliant Indicated Mineral Resource for the Wudinna Project
of not less than 750,000 ounces of gold
The Directors have calculated the consideration payable on a
probability basis of satisfying the project milestones in
accordance with IFRS 3 Business Combinations. The Directors have
also estimated the number of shares to be issued at each milestone
and the share price. This has been fixed at the number of
consideration shares issued at the time of the RTO and the share
price at that time. Management believe this is a best estimate.
The following table summarises the consideration paid for LAM
and the values of the assets and equity assumed at the acquisition
date.
Total consideration GBP
---------------------------- -------
Cash 553
Share based payments at RTO 135,191
Contingent consideration 296,536
432,262
-------
Recognised amounts of assets and liabilities acquired GBP
------------------------------------------------------ ---------
Cash and cash equivalents 12,169
Exploration assets (note 8) 606,560
Trade and other payables (186,467)
Total identifiable net assets 432,262
---------
18. RELATED PARTY TRANSACTIONS
Save as disclosed below there were no related party transactions
during the year other than remuneration to Directors disclosed in
note 4.
During the year, the Group paid GBP6,928 in respect of rent to
AusQuest, a company in which Gregory Hancock is a Director.
During the year, the Group paid GBP21,300 in respect of project
management services to Orana Corporate LLP, a company in which
Daniel Maling is a Partner.
As at 31 December 2020, included in the other receivables is
GBP1,637,335 due from Lady Alice Mines Pty Ltd, a subsidiary
company. The loan is interest free and repayable on demand.
19. POST YEAR END EVENTS
On 11 January 2021, the Company issued a total of 32,383,152 new
ordinary shares pursuant to completion of Stage 1 earn-in of the
Wudinna Gold Project, with 31,049,819 shares at 2.4 pence per share
being issued in accordance with the acquisition agreement to the
vendors of Lady Alice Trust and Lady Alice Mines Pty Ltd, and
1,333,333 shares at 1.5 pence per share issued to the Company's CEO
in accordance with the terms of his service agreement.
On 28 January 2021, the Company issued 1,934,800 new ordinary
shares pursuant to the exercise of warrants, with 934,800 shares at
a price of 3 pence per share and 1,000,000 shares at a price of 2
pence per share.
On 18 and 19 of February 2021, the Company issued 2,333,334 new
ordinary shares and 1,666,667 new ordinary shares respectively, at
2 pence per share, pursuant to the exercise of warrants.
On 29 April 2021, the Company issued a total of 7,110,053 new
ordinary shares, with 5,664,340 shares being issued at 1 pence per
share to the vendors of Lady Alice Trust and Lady Alice Mines Pty
Ltd in accordance with the acquisition agreement for the Wudinna
Gold Project, and 1,445,713 shares at 2.3 pence per share to a
drilling contractor in settlement of a contractual agreement in
respect of the provision of service.
20. ULTIMATE CONTROLLING PARTY
There is no ultimate controlling party.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
FR DKCBNKBKBCAB
(END) Dow Jones Newswires
June 30, 2021 02:00 ET (06:00 GMT)
Cobra Resources (LSE:COBR)
Gráfica de Acción Histórica
De Feb 2024 a Mar 2024
Cobra Resources (LSE:COBR)
Gráfica de Acción Histórica
De Mar 2023 a Mar 2024