TIDMEST
RNS Number : 4593N
East Star Resources PLC
30 September 2021
East Star Resources
("East Star" or "the Company")
Interim Results to 31 May 2021
East Star Resources Plc, a London listed natural resources
company, is pleased to present its interim results for the
six-month period ended 31 May 2021.
Highlights
-- Successfully admitted to trading on the London Stock Exchange ("LSE") as of 4(th) May 2021
-- Cash Balance at period of GBP2,053,719
Chairman Statement
I am pleased to present the interim financial statements to
shareholders for the period from incorporation on 17 November 2020
to 31 May 2021.
During the period under review the Company was primarily
concerned with listing on the standard segment of the London Stock
Exchange. As alluded to above we were successfully able to list the
Company on 4(th) May 2021 and enjoyed 2 months of trading before
entering a temporary suspension to facilitate a potential RTO
transaction.
On 19(th) July we were delighted to announce that East Star had
entered into binding Heads of Terms ("Term Sheet") to acquire 100%
of the share capital by way of a reverse takeover ("the
Transaction") of Discovery Ventures Kazakhstan Limited ("DVK"), a
private Kazakhstan registered company. DVK has negotiated the
rights to certain prospective gold and base metals exploration
licences in the Chu-ili and Rudny Altai mineral belts (the
"Projects") through a joint venture agreement with Kazakhstan
National Mining Company, Tau-Ken Samruk JSC ("TKS").
The Kazakhstan region has been overlooked as a mining
destination for many years, but has a well-established history of
gold and base metals success. Our vision is to build on this
initial transaction and grow a portfolio of near-term production
and high-impact exploration assets in a significant, but
underdeveloped, mining-friendly jurisdiction. We are now conducting
due diligence and hope to conclude the transaction as soon as
possible
In spite of the challenges that have affected the world over the
last 24 months our plans remained uninterrupted and I can confirm
that fantastic progress towards our goals continues to be
maintained.
I look forward to reporting our progress to you in the coming
months and thank all shareholders for their continued support.
Financial Review
For the 6 months to 31 May 2021 the Company reported a net loss
of GBP239,334, mostly relating to administrative expenses involved
with listing. The Company maintained a strong balance sheet
position at 31 May, most notably holding cash at period end of
GBP2,053,719.
Directors
The following directors have held office during the period to 31
May 2021:
Mr Anthony Eastman (Executive Director)
Mr Charles Wood
Mr Sandy Barblett
Corporate Governance
The UK Corporate Governance Code (September 2014) ("the Code"),
as appended to the Listing Rules, sets out the Principles of Good
Corporate Governance and Code Provisions which are applicable to
listed companies incorporated in the United Kingdom. As a standard
listed company, the Company is not subject to the Code, but the
Board recognises the value of applying the principles of the Code
where appropriate and proportionate and has endeavoured to do so
where practicable.
Responsibility Statement
The Directors are responsible for preparing the Unaudited
Interim Condensed Financial Statements in accordance with the
Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority ("DTR") and with International Accounting
Standard 34 on Interim Reporting ("IAS 34"). The directors confirm
that, to the best of their knowledge, this condensed interim report
has been prepared in accordance with IAS 34 as adopted by the
European Union. The interim management report includes a fair
review of the information required by DTR 4.2.7 and DTR 4.2.8,
namely:
-- an indication of important events that have occurred during
the six months ended 31 May 2020 and their impact on the condensed
financial statements for the period, and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and
-- related party transactions that have taken place in the six
months ended 31 May 2020 and that have materially affected the
financial position of the performance of the business during that
period. On behalf of the board
Charles Wood
Executive Director
29 September 2021
Enquiries
East Star Resources Plc - Charles Wood
Executive Director - +44 (0)20 3918 8792
Peterhouse Capital Limited - Lucy Williams / Duncan Vasey
Brokers to the company - +44 (0) 207 469 0936
EAST STAR RESOURCES PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM INCORPORATION TO 31 MAY 2021
Unaudited
Period ended 31 May 2021
Notes GBP
Administrative expenses (239,334)
Operating loss (239,334)
Finance income/(expense) -
---------------------------
Loss before taxation (239,334)
Income tax 5 -
---------------------------
Loss for the period from continuing operations (239,334)
---------------------------
Total loss for the year attributable to equity holders of the Company
Other comprehensive loss -
---------------------------
Total comprehensive loss attributable to equity holders of the Company (239,334)
---------------------------
Basic earnings per ordinary share (pence) 6 (1.12)
The notes form an integral part of the Unaudited Condensed
Interim Financial Statements.
EAST STAR RESOURCES PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2021
Unaudited
As at
Notes 31 May 2021
GBP
ASSETS
CURRENT ASSETS
Cash and cash equivalents 2,053,719
Trade & Other Receivables 7 7,460
-------------
TOTAL ASSETS 2,061,179
-------------
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 8 84,054
TOTAL LIABILITIES 84,054
-------------
NET ASSETS 1,977,125
=============
EQUITY
Share Capital 9 608,671
Share Premium 9 1,587,598
Share Based Payment Reserves 10 20,190
Retained Earnings (239,334)
TOTAL EQUITY 1,977,125
=============
The notes form an integral part of the Unaudited Condensed
Interim Financial Statements.
EAST STAR RESOURCES PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
STATEMENT OF CASHFLOW
FOR THE PERIOD FROM INCORPORATION TO 31 MAY 2021
Unaudited
Period to 31 May 2021
GBP
Cash flow from operating activities
Loss before income tax (239,334)
Adjustments for:
Share based payment 20,190
Changes in working capital:
Decrease / (increase) in other receivables (7,460)
Increase / (decrease) in payables 77,912
Decrease / (increase) in other payables 6,142
Net cash used in operating activities (142,550)
Cashflows from financing activities
Proceeds from issue of ordinary shares 2,282,999
Share issue costs (86,730)
Net cash used in financing activities 2,196,269
Net increase in cash and cash equivalents
Net (decrease) / increase in cash held 2,053,719
Cash and cash equivalents at beginning of financial year -
Cash and cash equivalents at end of financial year 2,053,719
-----------------------
EAST STAR RESOURCES PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM INCORPORATION TO 31 MAY 2021
Ordinary Share Share Based
capital Share Premium Payment Reserves Retained earnings Total equity
GBP GBP GBP GBP GBP
Comprehensive
income for the
period
Profit for the
period - - - (239,334) (239,334)
------------------- ---------------- ------------------- ------------------- ---------------
Total comprehensive
income for the
period - - - (239,334) (239,334)
Transactions with
owners
Ordinary Shares
issued on
incorporation (17
November 2020) 1,000 - - - 1,000
Ordinary Shares
Issued (8 March
2021) 297,502 - - 297,502
Ordinary Shares
Issued (4 May
2021) 396,899 1,587,598 - - 1,984,497
Broker Warrants
Issued (4 May
2021) - - 20,190 - 20,190
Share Issue Costs (86,730) - - - (86,730)
------------------- ---------------- ------------------- ------------------- ---------------
Total transactions
with owners 608,671 1,587,598 20,190 (239,334) 1,977,125
------------------- ---------------- ------------------- ------------------- ---------------
As at 31 May 2021 608,671 1,587,598 20,190 (239,334) 1,977,125
------------------- ---------------- ------------------- ------------------- ---------------
EAST STAR RESOURCES PLC - CONDENSED INTERIM FINANCIAL
STATEMENTS
NOTES TO THE INTERIM FINANCIAL INFORMATION
FOR THE PERIOD FROM INCORPORATION TO 31 MAY 2021
1 General information
The Company was incorporated on 17 November 2020 in England and
Wales with Registered Number 13025608 under the Companies Act 2006,
under the name Cawmed Resources Limited. The Company subsequently
changed its name to East Star Resources Limited on 27 January 2021
and on 3(rd) March 2021 re-registered as a plc.
The address of its registered office is Eccleston Yards, 25
Eccleston Place, London SW1W 9NF, United Kingdom.
The principal activity of the Company is to seek suitable
investment opportunities primarily in the natural resources
sector.
The Company listed on the London Stock Exchange ("LSE") on
19(th) April 2021.
2 Accounting Policies
IAS 8 requires that management shall use its judgement in
developing and applying accounting policies that result in
information which is relevant to the economic decision-making needs
of users, that are reliable, free from bias, prudent, complete and
represent faithfully the financial position, financial performance
and cash flows of the entity.
3 Basis of preparation
The Condensed Interim Financial Statements have been prepared in
accordance with the Prospectus Rules and International Accounting
Standards in conformity with the requirements of the Companies Act
2006 and the Companies Act 2006 applicable to companies reporting
under IFRS. The Condensed Interim Financial Statements have been
prepared in accordance with IAS 34 "Interim Financial Statements."
The Condensed Interim Financial Statements do not include all
disclosures that would otherwise be required in a complete set of
financial statements but have been prepared in accordance with the
existing accounting policies of the Company.
The Interim Financial Statements for the period ended 31 May
2021 are unaudited.
The Company Financial Information has been prepared using the
measurement bases specified by IFRS for each type of asset,
liability, income and expense.
The Historic Financial Information does not constitute statutory
accounts within the meaning of section 434 of the Companies Act
2006.
The Historic Financial Information is presented in GBP unless
otherwise stated, which is the Company's functional and
presentational currency.
No comparative figures have been presented as the Interim
Financial Information covers the full period from incorporation on
17 November 2020.
Going concern
The Directors have made an assessment of the Company's ability
to continue as a going concern and are satisfied that the company
has the adequate resources to continue in operational existence for
the foreseeable future. The Company, therefore, continues to adopt
the going concern basis in preparing its interim financial
statements.
Accounting policies
The same accounting policies, presentation and methods of
computation have been followed in these Condensed Interim Financial
Statements as were applied in the preparation of the Company's
historic financial information for the year period ended 31
December 2020, as included in the Prospectus dated 27 April 2021,
except for the impact of the adoption of the Standards and
interpretations described below and new accounting policies adopted
as a result of changes in the Company.
Standards and interpretations adopted in the period
There were no new standards or interpretations adopted by the
Company in the period.
Standards and interpretations issued and not yet effective:
Standards, amendments and interpretations that are not yet
effective and have not been early adopted are as follows:
Standard Impact on initial application Effective date
------------------- --------------------------------- --------------
IFRS 3 Reference to Conceptual Framework 1 January 2022
--------------------------------- --------------
IAS 37 Onerous contracts 1 January 2022
--------------------------------- --------------
IAS 16 Proceeds before intended use 1 January 2022
--------------------------------- --------------
Annual improvements 2018-2020 Cycle 1 January 2022
--------------------------------- --------------
IFRS 17 Insurance contracts 1 January 2023
--------------------------------- --------------
IAS 8 Accounting estimates 1 January 2023
--------------------------------- --------------
IAS 1 Classification of Liabilities 1 January 2023
as Current or Non-Current.
--------------------------------- --------------
4 Critical accounting estimates and judgments
In preparing the Condensed Interim Financial Statements, the
Directors have to make judgments on how to apply the Company's
accounting policies and make estimates about the future. Estimates
and judgements are continuously evaluated based on historical
experiences and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.
In the future, actual experience may deviate from these estimates
and assumptions.
The key assumptions concerning the future and other key sources
of estimation uncertainty at the reporting date that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are described below.
5 Income Tax
31 May
2021
GBP
------------------- ---------
Current tax -
Deferred tax -
------------------- ---------
Income tax expense -
------------------- ---------
Income tax can be reconciled to the loss in the statement of
comprehensive income as follows:
Period ended 31 May 2021 GBP
----------------------------------------------------------------- --------------------------------------
Loss before taxation (239,334)
--------------------------------------
Tax at the UK corporation tax rate of 19% (45,473)
Tax losses on which no deferred tax asset has been recognised 45,473
--------------------------------------
-
--------------------------------------
6 Earnings per Ordinary Share
There were no potentially dilutive instruments in issue at the
period end.
As at 31 May 2021
Earnings Per-share amount
GBP Weighted average number of Ordinary Shares (pence)
---------- ------------------------------------------- -----------------
Basic earnings per Ordinary Share
Earnings attributable to Shareholders (239,334) 21,464,082 (1.12)
---------- ------------------------------------------- -----------------
7 Trade and Other Receivables
31 May 2021
GBP
Prepayments 7,460
7,460
------------
8 Trade & Other Payables
31 May 2021
GBP
Trade Creditors 77,912
Other Payables 6,142
------------
84,054
------------
9 Share Capital & Share Premium
Ordinary Shares Share Capital Share Premium Total GBP
# GBP GBP GBP
Issue of ordinary shares on incorporation(1) 100,000 1,000 - 1,000
Issue of ordinary shares (2) 5,900,000 59,000 - 59,000
Issue of ordinary shares (3) 23,850,217 238,502 - 238,502
Issue of ordinary shares (4) 39,689,947 396,899 1,587,598 1,984,498
Share issue costs - (86,730) - (86,730)
At 31 May 2021 69,540,154 608,671 1,587,598 2,196,269
================ ============== ============== ==========
(1) On incorporation on 17 November 2020, the Company issued
100,000 ordinary shares of GBP0.01 at their nominal value of
GBP0.01.
(2) On 8 March 2021, the Company issued 5,900,000 ordinary
shares at their nominal value of GBP0.01.
(3) On 8 March 2021, the Company issued 23,850,217 ordinary
shares at their nominal value of GBP0.01
(4) On admission to the Standard List of the LSE on 4 May 2021,
39,689,947 shares were issued at a placing price of GBP0.05.
10 Share Based Payment Reserves
Total GBP
Broker placing warrants Issued (1) 20,190
At 31 May 2021 20,190
==========
(1) On admission to LSE on 4 May 2021 1,200,000 brokers warrants
were issued that entitle the warrant holder to subscribe for one
Ordinary Share at GBP0.05 per ordinary share. The estimated fair
values of options which fall under IFRS 2, and the inputs used in
the Black-Scholes model to calculate those fair values are as
follows:
Date of grant Risk
Number Share Exercise Expected Expected free Expected
of warrants Price Price volatility life rate dividends
--------------- ------------- -------- --------- ------------ --------- ------ -----------
4 May2021 1,200,000 GBP0.05 GBP0.05 50.00% 3 0.15% 0.00%
Warrants
Number of Warrants Exercise Expiry date
Price
On incorporation
Issued on 16 March 2021 6,000,000 GBP0.05 4 May2023
Issued on 23 April 2020 1,200,000 GBP0.05 4 May2024
At 31 May 2021 7,200,000 GBP0.05
=================== =========
The weighted average exercise price of the warrants exercisable
at 31 May 2021 is GBP0.05.
The weighted average time to expiry of the warrants as at 31 May
2021 is 2.05 years.
The 6,000,000 warrants issued on 16 March 2021 were issued
alongside the placing of ordinary shares and as such are not fair
valued separately.
11 Related Party Transactions
On incorporation, the Company issued 100,000 Ordinary Shares of
GBP0.01 at GBP0.01 per Ordinary Share for cash consideration of
GBP1,000 to Orana Corporate LLP, an entity of which Directors
Charlie Wood and Anthony Eastman are Partners. Subsequently these
shares were transferred to Director Charlie Wood.
On 24 December 2020, Directors Ainslie Capital Limited and
Tournesol Consulting Limited (entities associated with Directors
Charlie Wood and Anthony Eastman respectively) each subscribed for
400,000 Ordinary Shares of GBP0.01 at GBP0.01 per Ordinary share
(total of 800,000) for cash consideration, of which Charlie Wood
had already received the 100,000 shares as referred above.
All of these shares are paid up subsequent to period end.
12 Ultimate Controlling Party
As at 31 May 2021, there was no ultimate controlling party of
the Company.
13 Post Balance Sheet Events
Subsequent to period end, the Company announced it has entered
into a binding Heads of Terms to acquire 100% of the share capital
by way of a reverse takeover of Discovery Ventures Kazakhstan
("DVK"), a private Kazakhstan registered company. DVK has
negotiated the rights to certain prospective gold and base metals
exploration licences in the Chu-ili and Rudny Altai mineral belts
(the "Projects") through a joint venture agreement with Kazakhstan
National Mining Company, Tau-Ken Samruk JSC ("TKS"). As a result of
this the Company has suspended trading on share since 19 July
2021.
The Company has also subscribed for four, 12-month convertible
loan notes of US$175,000 each issued by DVK, with the proceeds of
which will be used to continue exploration on the Projects. As of
29 September 2021 the first 3 payments of $US175,000 (totalling
$525,000 USD) have been transferred.
Other than above, there has been no significant change in either
the financial performance or the financial position of the Company
since 31 May 2021.
14 Approval of the Condensed Interim Financial Statements
The Condensed Interim Financial Statements were approved by the
Board of Directors on 29 September 2021.
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END
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(END) Dow Jones Newswires
September 30, 2021 02:00 ET (06:00 GMT)
East Star Resources (LSE:EST)
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