TIDMURU
RNS Number : 5086A
URU Metals Limited
30 September 2020
URU Metals Limited
("URU Metals" or "the Company")
Final Results
URU Metals is pleased to announce its final results for the year
ended 31 March 2020. The full Report & Accounts are available
on the Company's website and are expected to be posted to
shareholders today.
To view the Full Report & Accounts with the illustrative
figures and tables please use the following link:
http://www.rns-pdf.londonstockexchange.com/rns/5086A_1-2020-9-29.pdf
Chairman's Statement
For the Year Ended 31 March 2020
I am pleased to present to our shareholders and stakeholders the
consolidated financial statements of the Group for the year ended
31 March 2020.
As the clean energy revolution drives the growth in electric
vehicles (EV's) and energy storage, the demand for the critical
metals used in these components, namely nickel, cobalt and
aluminium is forecast to grow and, in the case of nickel, outstrip
supply. Nickel's high energy density makes it the most important
metal by mass in the lithium-ion battery cathodes used by EV
manufacturers.
Globally, nickel supply is sourced from two different types of
deposits. Class I Nickel Sulphides deposits, which are scarcer but
typically higher grade, make up approximately 40% of current global
nickel production. The remaining 60% is found in Class II nickel
laterite deposits, (U.S. Geological Survey, Mineral Commodity
Summaries, January 2020). Class 1 nickel is sought after for use in
electric vehicle (EV) lithium-ion batteries, whilst Class 2 nickel
is mainly used in nickel pig iron and the steel industry.
Although modern technology allows for the profitable processing
of laterites to extract battery grade nickel, increased energy and
shipping costs hinder efficient processing, and it is easier and
more cost effective to process Class I Nickel Sulphide to battery
grade nickel.
The Zebediela Nickel Project contains a NI43-101 compliant
nickel sulphide resource of over 1,600 million tons running at
0.245% Nickel, equating to a contained nickel resource of over 4
million tons of nickel, or 9 billion pounds, ranking it amongst the
top ten largest nickel sulphide resources globally.
The Company has identified a target geological zone directly
east and adjacent to the existing Zebediela resource. Exploration
drilling in this area has resulted in grades of 0.56% nickel and
0.02% cobalt over a width of greater than 4 m, with significant PGE
credits, resulting in a nickel equivalent grade of 3.01% nickel
(metal prices as at 25 August 2020 using nickel, copper, 3PGE+Au;
assumes 100% recovery for all metals). Drillhole Z017 intersected
1.7% Ni and 0.7 g/t 3PGE+Au over a width of 2.25 m, 20 m below the
existing NI43-101 compliant resource.
The project is immediately adjacent to, and up-dip from, Ivanhoe
Mines $1.5 billion Platreef Project, and about 15 km along strike
from Anglo Platinum's flagship Mogalakwena Mining Complex. Ivanhoe
Mines' Platreef Project contains a total resource of 852 million
tons at 0.31% nickel, 0.16% copper and 3.5 g/t 3PGE+Au (platinum +
palladium + rhodium + gold). Mogalakwena has an estimated resource
of 3.8 billion tons at 0.18% nickel, 0.10% copper and 2.4 g/t
3PGE+Au.
Subject to financing we look forward to conducting further
geological exploration to the target to the east of the existing
resource and hopefully proving up a 43-101 compliant resource with
improved nickel grades and declaring a maiden PGE and cobalt
resource.
Jay Vieira
Non-executive Chairman
Chief Executive Officer's Report
For the Year Ended 31 March 2020
Below are the major events in the year ended 31 March 2020 and
major events after the reporting period.
Zebediela Nickel Project
Project Overview
The Zebediela Project continues to remain exciting due to some
key highlights:
-- Exploration drilling done in 2017, results summarised in the
press release announced on the 16 March 2018, has revealed a new
nickel and platinum group metals discovery, located in the mining
district that hosts the world's third largest Ni-Cu-PGE deposit,
the Platreef of the Bushveld Complex.
-- This 30 m deep discovery is the up-dip extension of Ivanhoe
Mines' 800 m deep $900m Flatreef project.
-- High grade and large-scale potential in an established mining
area adjacent to Anglo Platinum's flagship open pit Mogalakwena
Mining Complex and Ivanhoe Mines' Platreef Project in the Limpopo
Province of South Africa.
-- The NI 43-101 compliant resource, announced on 7 June 2012,
is ranked the 5(th) nickel sulphide resource globally based on the
metrics used by Wood Mackenzie. $5 million was spent to declare a
resource and complete a PEA (NI 43-101), which reported inferred
and indicated resources totaling over 1.5 billion tonnes at 0.25%
Ni, containing over 9 billion pounds, ranking it amongst the top
ten largest nickel sulphide resources globally.
-- Recent drilling by URU and a detailed analysis of historical
data indicate that the Zebediela Project contains a significant
amount of Platreef, the same material that is being mined by both
Ivanhoe Mines' Platreef Project and at Anglo's Mogalakwena Mining
Complex.
The project is located in a major nickel producing mining
district in South Africa and is surrounded by world-class Ni-PGE
deposits, and nickel grade vectors point to increased nickel grade
related to Critical Zone rocks on URU's Zebediela Project.
There are 3 proposed mineralised targets associated with the
Zebediela Ni Project, each target has a different style of
mineralisation, mineralisation mechanisms and are hosted by
different lithologies and stratigraphic units.
Target 1: Existing NI43-101 Compliant Class 1 Nickel Deposit
Target 1 is an existing nickel resource associated with the
low-grade, disseminated nickel-rich sulphide mineralisation
associated with the Lower Zone Uitloop II body. After the
completion of the 2011 drilling campaign by South African Nickel
(SAN), a NI 43-101-compliant PEA (Preliminary Economic Assessment)
defined an indicated resource of 485.4 million tonnes averaging
0.245% nickel, and additional inferred resources of 1,115.1 million
tonnes of 0.248% nickel. The Lower Zone Uitloop II body also
contains significant iron minerals in the form of magnetite which
is also a potential by-product.
The low-grade disseminated nickel sulphide mineralisation is
hosted by dunite, serpentinised dunite, harzburgite and pyroxenite.
The economically extractable nickel is mainly hosted in
fine-grained disseminated pentlandite (the host mineral for Class 1
nickel sulphide) mainly within the serpentinised dunite and
harzburgite. There are two hypothesised mechanisms for the nickel
mineralisation in the Lower Zone Uitloop body.
1. The low-grade nickel mineralisation may be epigenetic in
nature, having formed during the release of chalcophile elements
from olivine during serpentinisation. This serpentinisation process
is a mineralisation mechanism seen in other low-grade disseminated
nickel resources in Canada, the Domont intrusion, in Sweden, the
Rönnbäcken deposit and in British Columbia, the Turnagain body.
2. Magmatic mineralisation process where olivine contains higher
Ni values in sulphur-poor Lower Zone sequences and are depleted in
Ni-content associated with sulphur-rich sequences due to partial Ni
extraction into coexisting sulphur melt. The Lower Zone sequence of
the Uitloop bodies intruded the Transvaal Supergroup, possibly
assimilating and digesting sedimentary sulphur resulting in sulphur
saturation, Ni-depletion in ultramafic silicates and enriched
disseminated sulphide mineralisation as seen in the Uitloop II
body.
At the base and margins of the Lower Zone body, there is
potential for semi-massive sulphides associated with footwall or
xenolith lithologies as seen in borehole Z017. The majority of the
boreholes drilling on the Lower Zone Uitloop II body were stopped
short of the footwall contact and hence did not intercept the
footwall or xenoliths, therefore the potential semi-massive nickel
sulphide deposit remains open for further exploration.
The image below from drilling conducted in 2017 shows the Lower
Zone low-grade disseminated Class 1 sulphide deposit hosted in
poikilitic harzburgite (Target 1), and below hosted in the
metasediment footwall/xenolith rocks is a 2.25 m thick semi-massive
sulphide with Ni at 1.66% and 3PGE+Au at 0.69 g/t (Target 2).
The Uitloop I Lower Zone body located about 2 km to the east of
Uitloop II may potentially represent a similar low-grade,
disseminated nickel sulphide deposit. The Uitloop I body forms a
small hill about 1570 meters high, as the main lithology is
orthopyroxene which is more resistant to weathering and erosion
compared to the less resistant dunite which are the main
lithologies associated with the Uitloop II body.
However, during recent geological mapping conducted from 2018 to
2019, dunite was observed at the base of the Uitloop I body,
meaning that dunite may form the core of the body with an outer
layer of orthopyroxenite. Therefore, the potential for a low-grade
disseminated nickel sulphide deposit associated with this body is
highly likely, should the Uitloop I body have been subjected to the
same mechanisms that formed the mineralisation in the Uitloop II
body.
Previously, the Lower Zone was believed to form an isolated
satellite intrusion in the northern limb of the Bushveld Complex.
However, new exploration results and academic research has shown
that the Lower Zone forms a thick succession of ultramafic
lithologies beneath the Platreef. It has been suggested that all
the Lower Zone satellite bodies associated with the northern limb
are connected at depth. Therefore, the Uitloop bodies maybe
connected at depth as shown and have similar mineral chemistry,
lithological compositions and similar styles of mineralisation.
Target 2: Platreef Mineralisation
Drilling conducted in 2017 and geophysics conducted in 2018, as
well as an analysis of historical drilling, indicates the Zebediela
Project area contains significant amounts of Critical Zone
material, which hosts the Platreef, which is the same material
mined at Anglo American Platinum's Mogalakwena Mine, and which
forms the resource at Ivanhoe Mine's $1.5 billion Platreef
Project.
From borehole, surface mapping and geophysical evidence, the
Platreef may have a possible strike extension of >5 km on the
Zebediela Project, at an approximate depth of <30 m in part of
the project area. During a relogging exercise, Platreef lithologies
and mineralisation were observed in a number of boreholes which
were targeting the Lower Zone Ni sulphide deposits (Target 1).
Boreholes Z01 and Z03 both end in an interval of mineralised
feldspathic pyroxenite which was previously not sampled. Boreholes
UIT1-3 to UIT1-5 and U3 all intercepted Platreef lithologies and
mineralisation. Therefore, the Platreef must be steeply dipping, in
excess of 45deg, extending at depth adjacent to the Lower Zone
Uitloop II body. This provides evidence for the possible >5 km
strike extension of the Platreef on the Zebediela Project. From the
geological mapping, geophysics results and Ni and Cu anomalies in
the soil geochemistry, the Platreef is interpreted to abut against
the shale/hornfels layer which may represent the Penge banded iron
formation (Transvaal footwall rocks). The geological studies also
suggested that the Lower Zone Uitloop II body is completely
surrounded by Platreef either at surface or at depth.
Soil geochemical anomalies, geophysical responses and the thick
intervals of Platreef intercepted in the various boreholes beneath
metasedimentary packages suggests that the Platreef extends beneath
the Transvaal metasediments creating a large "raft or bridge" and
finally abuts against the Lower Zone Uitloop I body and possible
the Archean granite gneisses to the east. Borehole U3 was drilled
at -50deg in the direction of this possible Platreef extension and
majority of the borehole intercepts Platreef lithologies and
mineralisation. Boreholes UL2 and UL9 were also drilled in the
direction of possible Platreef/Critical Zone extension and UIT1-2
was drilled on the extension, however, these boreholes were all
stopped short in the overlaying "raft or bridge" metasediments.
Target 3: Massive Nickel Sulphide Mineralisation
The Target 2 extension suggests that the Platreef magma intruded
the footwall allowing for large amounts of footwall assimilation
within the Platreef magma. This would have potentially upgraded the
sulphur content of the magma and allowed for sulphur saturation to
occur. There is potential for high grade mineralisation in this
extension associated with strata-bound and contact style
mineralisation (disseminated and semi-massive sulphides). The Lower
Zone magma intruded the sediments prior to the intrusion of the
Platreef magma, based on age dating of the Lower Zone and evidence
of the Platreef intruding the Lower Zone, therefore the more
voluminous Platreef magma would have intruded in the path of least
resistance, possibly following a similar path of the Lower Zone
magmas which formed the Uitloop I body.
Evidence for this is presented as follows:
1. On the Anglo Platinum property, there is a large dolomite
tongue forms an embayment where the Sandsloot, Zwartfontein and
Overysel open pit operations occur on the Anglo Platinum
Mogalakwena Mining Complex which is the largest and most profitable
platinum mine in the world.
2. On the farm Tweefontein, an increase in grade appears to be
associated with an embayment at "Tweefontein South", where Anglo
American are currently conducting exploration drilling.
3. Ivanplats' open pit option was also targeted in a
structurally controlled embayments in the Transvaal sediments,
which hosts higher grade Platreef material than Platreef further
along strike to both the south and the north of this target.
The Zebediela Project is possibly located in the largest
structurally controlled basin in the northern limb, which may yield
strata-bound and contact-style mineralisation close to surface as
seen in the rest of the northern limb of the Bushveld Complex.
These embayments may form a trap site for Bushveld magmas to
assimilate footwall lithologies and precipitate larger
concentrations of sulphur within the magmas. The continuous flow of
magma during the emplacement of the Platreef magmas, would have
allowed for sulphur to have a constant replenishment or interact
with fresh magma which host the Ni, Cu and PGE. Ni, Cu and PGE are
all incompatible elements in silicate melt and prefer to be hosted
by sulphur-rich liquids. Therefore, the Company believes that the
potential of semi-massive and massive-sulphide mineralisation
within the structurally controlled embayments is highly likely.
A basket price comparison on a US Dollar per metric ton basis
with other Ni-Cu-PGE producers in South Africa demonstrates that
the recent drilling done on the Zebediela project compares
favourably to other profitable producing mines in the area, as well
as developing projects. A weighted average of drill intersections
of Critical Zone material shows that URU's Zebediela project has a
higher basket price per ton than Anglo American Platinum's flagship
Mogalakwena Mine, located 20 km away.
Target 3 are nickel-rich massive-sulphide bodies located within
the ultramafic lithologies close to, or on, the footwall contact,
or injected up to several hundred meters into the footwall. These
massive-sulphide bodies may be up to 1 km away from the primary
Bushveld intrusion.
The Nkomati nickel deposit associated with a satellite intrusion
of the Bushveld Complex, the Uitkomst Complex, had a high-grade
nickel-rich massive-sulphides which were discovered several meters
into the footwall granites below the satellite intrusion. Within
the Uitkomst layered intrusion there are low-grade disseminated
nickel-rich sulphide deposits hosted by dunite, harzburgite and
pyroxenite. This mineralisation model may be applicable to the
Zebediela Project where there is potential for massive-sulphides at
the base of the Uitloop Lower Zone bodies or with in the footwall
Archean granite basement, based on the similar geological
characteristics between the Uitkomst Complex (and other nickel
deposits associated with ultramafic magma conduit systems) and the
Uitloop Lower Zone bodies. Both the intrusions are of Bushveld
composition (Lower Zone/Critical Zone affinities), and both
intruded the Transvaal Supergroup and abut against the Archean
granite basement. The Uitloop Lower Zone bodies intruded the
Blacked Reef Quartzite, the Malmani Subgroup, the Penge Formation
and the Duitschland Formation. The Uitkomst Complex intruded Black
Reef Quartzite, the Malmani Subgroup, the Rooihoogte Formation and
the Timeball Hill Formation. Both intrusions possibly assimilated a
large amount of country rock, thus upgrading the concentration of
sulphur in the magma, due to the high amount of sulphur in the
assimilated sedimentary rocks.
The Uitloop II body contains low-grade disseminated nickel-rich
sulphides hosted by dunite, harzburgite and pyroxenite and discrete
disseminated chromitite (up to 70% chromite) layers up to 1 m
thick. These are similar characteristics of the low-grade
disseminated ore exploited in the Nkomati Ni mine. The Uitkomst
Complex represents a chonolith (like-pipe) structure, where the
Uitloop bodies have been suggested to represent a conduit-type
intrusion. However, the structure of the Uitloop Lower Zone bodies
still requires further investigation. The potential for
massive-sulphide bodies associated with the Lower Zone and footwall
requires further investigation. In summary, the Uitloop Lower Zone
bodies show similarities to the Uitkomst Complex in mineralisation,
rock composition and intrusion into footwall sediments with a
possible external source of sulphur, therefore the possibility of
massive-sulphide deposit associated with the Lower Zone Uitloop
bodies is highly likely.
Mineral Rights
As announced in the previous reporting period, an application
was made and accepted in August 2019 to the South African
Department of Minerals and Energy (DMRE) for a mining right over
the Zebediela Project .
As part of the Mining Right application process, the Company
submitted an application for Environmental Authorisation for the
Zebediela Project and commenced with environmental impact
assessment studies and a public consultation process.
The first phase of the Environmental Authorisation Process, the
Environmental Scoping Report, was accepted by the DMRE and the
approval to proceed with the Environmental Impact Assessment
("EIA") phase was granted on the 19 February 2020 by the DMRE.
The specialist studies related to the EIA phase were planned to
commence at the end of March 2020, but due to the Covid-19 lockdown
in South Africa the studies had to be postponed. An extension for
the submission of the final report relating to the EIA phase was
granted by the DMRE and the final EIA report will need to be
submitted Q1 2021.
Specialist studies related to the EIA are currently underway and
the company remains on track to submit the EIA within the regulated
timeframes.
Strategy for 2020/2021
As per the RNS released in August 2020, the company is committed
to seeking funding to advance the geological exploration on the
high-grade nickel, cobalt and PGE target to the east of the
existing nickel resource.
We will specifically be focusing on developing the high-grade
nickel, cobalt and platinum group metal target that hosts the
crucial metals that form the supply of not only batteries, but also
hydrogen fuel cells, that are so essential to the green energy
revolution.
In parallel to this, the Company will continue to advance the
mining right application and associated Environmental Authorisation
with the DMRE, which will ultimately lead to a right to mine one of
the world's largest known Class 1 nickel deposits for 30 years. The
appointed environmental specialists will ensure that future mining
is carried out in the most environmentally friendly manner
possible, thus assisting with fulfilling the Company's vision of
becoming one of the world's most environmentally friendly sources
of Class 1 nickel.
The Company's bullish outlook on nickel was detailed in the
Chairman's Statement, and the Company's flagship Zebediela Project
represents a future source of an environmentally friendly supply of
nickel, cobalt and PGE's into the rechargeable battery market.
John Zorbas
Chief Executive Officer
URU Metals Limited
Consolidated Statement of Comprehensive Income
For the Year Ended 31 March 2020
----------------------------------------------
2020 2019
$'000 $'000
-------------------------------------------------- ------ -----------------------------
Administrative expenses (732) (737)
Exceptional items (note 18) - (1,554)
--------------------------------------------------- ------ -----------------------------
Operating loss (732) (2,291)
Net loss for the year (732) (2,291)
--------------------------------------------------- ------ -----------------------------
Other comprehensive income
Items that will be reclassified subsequently
to income
Unrealised loss on financial assets at fair
value through OCI - (876)
Effect of translation of foreign operations (62) (350)
--------------------------------------------------- ------ -----------------------------
Other comprehensive loss for the year (62) (1,226)
--------------------------------------------------- ------ -----------------------------
Total comprehensive loss for the year (794) (3,517)
--------------------------------------------------- ------ -----------------------------
Basic and diluted net loss per share (US dollars)
(note 8) (0.94) (2.94)
--------------------------------------------------- ------ -----------------------------
The loss per share calculation relates to both continuing and
total operations.
URU Metals Limited
Consolidated Statement of Financial Position
As at 31 March 2020
--------------------------------------------
As at As at
31 March 31 March
2020 2019
$'000 $'000
----------------------------------------- -------- --------
ASSETS
Non-current assets
Property, plant and equipment (note 10) 7 43
Intangible assets (note 11) 2,724 2,471
Long-term prepaid assets (note 9) 41 41
------------------------------------------ -------- --------
Total non-current assets 2,772 2,555
Current assets
Trade and other receivables (note 13) 60 64
Cash and cash equivalents 66 475
------------------------------------------ -------- --------
Total current assets 126 539
------------------------------------------ -------- --------
Total assets 2,898 3,094
------------------------------------------ -------- --------
EQUITY AND LIABILITIES
Equity
Share capital (note 14) 7,806 7,806
Share premium (note 14) 46,938 46,938
Other reserves 1,085 1,030
Accumulated deficit (54,571) (53,839)
------------------------------------------ -------- --------
Total equity 1,258 1,935
------------------------------------------ -------- --------
Current liabilities
Trade and other payables (note 16) 1,640 1,159
------------------------------------------ -------- --------
Total liabilities 1,640 1,159
------------------------------------------ -------- --------
Total equity and liabilities 2,898 3,094
------------------------------------------ -------- --------
URU Metals Limited
Consolidated Statement of Cash Flows
For the Year Ended 31 March 2020
------------------------------------
2020 2019
$'000 $'000
------------------------------------------------------------------ ----- ------
Cash flows from operating activities
Net loss for the year (732) (2,291)
Adjustments for:
Depreciation 37 40
Stock-based compensation 117 -
Impairment of intangible asset - 868
Impairment of financial assets at fair value through OCI - 686
Unrealised foreign exchange gain 67 114
Changes in non-cash working capital items:
Decrease in receivables 43 3
Increase in trade and other payables 482 182
------------------------------------------------------------------- ----- ------
Net cash used in operating activities (25) (398)
------------------------------------------------------------------- ----- ------
Investing activities
Purchase of intangible assets (397) (401)
------------------------------------------------------------------- ----- ------
Net cash used in investing activities (397) (401)
------------------------------------------------------------------- ----- ------
Loss/(gain) on exchange rate changes on cash and cash equivalents 13 (43)
------------------------------------------------------------------- ----- ------
Net decrease in cash and cash equivalents (409) (842)
Cash and cash equivalents, beginning of year 475 1,317
------------------------------------------------------------------- ----- ------
Cash and cash equivalents, end of year 66 475
------------------------------------------------------------------- ----- ------
URU Metals Limited
Consolidated Statement of Changes in Shareholders' Equity
For the Year Ended 31 March 2020
---------------------------------------------------------
Equity attributable to shareholders
Share Foreign
Option Currency
Share Share and Warrants Translation Accumulated
Capital Premium Reserve Reserve Deficit Total
$'000 $'000 $'000 $'000 $'000 $'000
--------------------- ------- ------- ------------ ----------- ----------- ------
At 31 March 2018 7,806 46,938 2,344 (964) (50,672) 5,452
Net loss and
comprehensive
loss for the year - - - (350) (3,167) (3,517)
---------------------- ------- ------- ------------ ----------- ----------- ------
At 31 March 2019 7,806 46,938 2,344 (1,314) (53,839) 1,935
Stock-based
compensation - - 117 - - 117
Net loss and
comprehensive
loss for the year - - - (62) (732) (794)
---------------------- ------- ------- ------------ ----------- ----------- ------
At 31 March 2020 7,806 46,938 2,461 (1,376) (54,571) 1,258
---------------------- ------- ------- ------------ ----------- ----------- ------
URU Metals Limited
Notes to Consolidated Financial Statements
For the Year Ended 31 March 2020
------------------------------------------
1 General information
URU Metals Limited (the "Company"), formerly known as Niger
Uranium Limited, and before that, as UraMin Niger Limited, was
incorporated in the British Virgin Islands ("BVI") on 21 May 2007.
The Company's shares were admitted to trading on AIM, a market
operated by the London Stock Exchange on 12 September 2007. The
address of the Company's registered office is Intertrust, P.O. Box
92, Road Town, Tortola, British Virgin Islands, and its principal
office is Suite 401, 4 King Street West, Toronto, Ontario, Canada,
M5H 1A1.
The consolidated financial statements of the Group for the year
ended 31 March 2020 comprise the Company and its subsidiaries.
2. Nature of operations
During the year ended 31 March 2020, the Group's principal
business activities were the exploration and development of mineral
properties in South Africa.
The business of mining and exploring for minerals involves a
high degree of risk and there can be no assurance that planned
exploration and development programs will result in profitable
mining operations. The Group has not yet established whether its
mineral properties contain reserves that are economically
recoverable. Changes in future conditions could require material
write-downs of the carrying values of mineral properties.
The Group is in the exploration stage and is subject to the
risks and challenges similar to other companies in a comparable
stage of development. These risks include, but are not limited
to
-- Dependence on key individuals;
-- Receipt and maintenance of all required exploration
permits and property titles;
-- Successful development; and
-- The ability to secure adequate financing to meet the
minimum capital required to successfully develop the
Group's projects and continue as a going concern.
3. Basis of preparation
The annual consolidated financial statements of the Group have
been prepared in accordance with International Financial Reporting
Standards ("IFRS") and International Financial Reporting
Interpretations Committee ("IFRIC") interpretations. The Group has
consistently applied the accounting policies detailed below
throughout all periods presented.
The consolidated financial statements have been prepared on a
historical cost basis convention, as modified by the revaluation of
financial assets at fair value through other comprehensive
income.
Items included in the consolidated financial statements for each
entity in the Group are measured using the currency that best
reflects the economic substance of the underlying events and
circumstances relevant to that entity (the "functional currency").
Similarly, the Group reports its results in a specified currency
(the "presentation currency"). The functional currencies of the
Company and its subsidiaries (with their abbreviation defined in
note 6) are set out in the table below:
URU Metals Limited ("URU") CAD
Niger Uranium Societe Anonyme ("NUSA") CFA
8373825 Canada Inc. ("Nueltin") CAD
Svenska Skifferoljeaktiebolaget ("SSOAB") SEK
Southern Africa Nickel Ltd. ("SAN Ltd") USD
Umnex Minerals Limpopo Pty ("UML") USD
Lesogo Platinum Uitloop Pty ("LPU") USD
All of the Company's subsidiaries were dormant in the year.
The Group's consolidated financial statements are presented in
US Dollars, rounded to the nearest thousand.
In accordance with IAS 21, Effects of Changes in Foreign
Exchange Rates ("IAS 21"), Group entities and operations whose
functional currencies differ from the presentation currency are
translated into US dollar
-- Monetary assets and liabilities are translated at the
closing rate as at the date of the statement of
financial position;
-- Income and expenses are translated at the average
rate of exchange for the reporting period;
-- Equity balances are initially translated at closing
exchange rates and subsequent balances are translated
at historical rates; and
-- Translation gains and losses are recognised in
consolidated other comprehensive income and are
reported as such in accumulated other comprehensive
income.
4. Summary of significant accounting policies
The accounting policies set out below have been applied
consistently to all periods presented in these consolidated
financial statements.
(a) Going concern
These consolidated financial statements have been prepared based
on accounting principles applicable to a going concern, which
assume that the Group will continue in operation for the
foreseeable future and will be able to realise its assets and
discharge its liabilities in the normal course of business. As at
31 March 2020 the Group had net current liabilities of $1,514,000
(2019: $620,000). The Company raised approximately GBP200,000 in an
equity financing and raised a further $250,000 by the issuance of a
convertible loan note in May 2020 but has not yet achieved
profitable operation and expects to incur further losses in the
development of business. However, the Group needs further financing
to operate over the next twelve months. Management acknowledges
that uncertainty remains over the ability of the Group to meet its
funding requirements but believes that financing will be available
and continues to explore debt and equity financing options that
would provide the Group with sufficient cash to continue with its
exploration activities. In assessing whether the going concern
assumption is appropriate, management takes into account all
available information about the future, which is at least, but is
not limited to, twelve months from the end of the reporting period.
These circumstances indicate the existence of material
uncertainties that may cast significant doubt as to the Group's
ability to continue as a going concern.
There is, however, no assurance that the sources of funding
described above will be available to the Group, or that they will
be available on terms and a timely basis that are acceptable to the
Group. Accordingly, these consolidated financial statements do not
reflect the adjustments to the carrying values of assets and
liabilities, the reported expenses and the statement of financial
position classifications used that would be necessary should the
Group be unable to continue as a going concern. These adjustments
could be material.
The directors have considered the impact of the COVID-19
pandemic, and the measures taken to contain it, on the Group. Due
to the nature of the Group's activities, there has been limited
impact on the business with a request for the extension of the
Environmental Impact Assessment process being granted by the
DMRE.
The Directors have prepared detailed financial forecasts and
cash flows for the twelve months from the date of signing these
financial statements. In developing these forecasts, the Directors
have made assumptions based upon their view of current and future
economic conditions over the forecast period.
(b) Basis of consolidation
Subsidiaries
Subsidiaries are all entities that are controlled by the Group.
The definition of control involves three elements; power over the
investee, exposure or rights to variable returns and the ability to
use power over the investee to affect the amount of the investors'
returns. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from
the date that control ceases.
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 in accordance with
IAS 39 either in profit or loss or other comprehensive loss.
Contingent consideration that is classified as equity is not
re-measured, and its subsequent settlement is accounted for within
equity.
Associates
Associates are entities over which the Group exercises
significant influence but does not exercise control. Investments in
associates are accounted for using the equity method of accounting
and are initially recognised at cost, which includes goodwill
identified on acquisition, net of any accumulated impairment loss.
The Group's share of its associate's profits or losses after
acquisition of its interest is recognised in profit or loss and
cumulative post-acquisition movements are adjusted against the
carrying amount of the investment. Where the Group's share of
losses of an associate equals or exceeds the carrying amount of the
investment, the Group only recognises further losses where it has
incurred obligations or made payments on behalf of the
associate.
Financial asset at fair value through other comprehensive
income
Financial assets consist of equity investments in other
companies or limited partnerships where the Group does not exercise
either control or significant influence.
Financial assets are shown at fair value at each reporting date
with changes in fair value being shown in Other Comprehensive
Income, or at cost less any necessary provision for impairment
where a reliable estimate of fair value is not able to be
determined.
Joint arrangements, joint operations and joint ventures
A joint arrangement is a contractual arrangement in which two or
more parties have joint control. Joint control only exists when
decisions require unanimous consent of the parties sharing that
control. A joint arrangement is either a joint operation, where the
parties have rights to the assets and obligations of the operation
and thus recognise its share of the assets, liabilities, and
operations, or a joint venture, where the parties have rights to
the net assets or the obligation, and thus recognise their interest
as an investment using the equity method.
Transactions eliminated on consolidation
Intra-group balances and transactions and any unrealised income
and expenses arising from intra-group transactions, are eliminated
in preparing the consolidated financial statements.
(c) Foreign currency transactions
i) Foreign currency transactions
Transactions in foreign currencies are translated to the
respective functional currencies of Group entities at exchange
rates at the dates of the transactions. Foreign exchange gains and
losses resulting from the settlement of such transactions and from
the translation of monetary assets and liabilities denominated in
foreign currencies are recognised in profit or loss.
Monetary assets and liabilities denominated in foreign
currencies at the reporting date are retranslated to the functional
currency at the exchange rate at that date. Non-monetary assets and
liabilities denominated in foreign currencies that are measured at
fair value are retranslated to the functional currency at the
exchange rate at the date that the fair value was determined.
Foreign currency differences arising on retranslation are
recognised in consolidated statement of other comprehensive
income.
ii) Foreign operations
The assets and liabilities of operations, including goodwill and
fair value adjustments arising on acquisition, are translated to
the Group presentation currency (where different) at exchange rates
at the reporting date. The income and expenses of foreign
operations are translated to the Group presentation currency at
average exchange rates, unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are
translated at the rate on the dates of the transactions. Equity
balances are translated to presentation currency at historical
exchange rates.
Foreign currency differences are recognised directly in other
comprehensive income and such differences have been recognised in
the foreign currency translation reserve (FCTR). When a foreign
operation is disposed of, in part or in full, the relevant amount
in the FCTR is transferred to profit or loss.
Foreign exchange gains and losses arising from a monetary item
receivable from or payable to a foreign operation, the settlement
of which is neither planned nor likely in the foreseeable future,
are considered to form part of a net investment in a foreign
operation and are recognised directly in other comprehensive income
in the FCTR.
(d) Property, plant and equipment
Items of property, plant and equipment are measured at
historical cost less accumulated depreciation and accumulated
impairment losses. The cost of property, plant and equipment was
determined by reference to the cost at the date of acquisition.
Historical cost includes expenditure that is directly
attributable to the acquisition of the asset. The cost of replacing
part of an item of plant and equipment is recognised in the
carrying amount of the item if it is probable that the future
economic benefits embodied within the part will flow to the Group
and its cost can be measured reliably. The carrying amount of the
replaced part is derecognised. The costs of the day-to-day
servicing of plant and equipment are recognised in profit or loss
as incurred.
Gains and losses on disposal of an item of plant and equipment
are determined by comparing the proceeds from disposal with the
carrying amount of plant and equipment, and are recognised net
within the statement of comprehensive income.
Depreciation is calculated over the depreciable amount, which is
the cost of the asset, less its residual value. If the useful lives
and depreciation methods are the same for significant parts of
assets, these are not depreciated on a component basis.
Depreciation methods, useful lives and residual values are reviewed
at each reporting date and adjusted if appropriate.
Depreciation is recognised in profit or loss on a straight-line
basis over the estimated useful lives of each part of an item of
plant and equipment as follows:
Field equipment 3 years
(e) Exploration costs and intangible assets
Exploration and evaluation costs are capitalised on a
project-by-project basis, pending determination of the technical
feasibility and the commercial viability of the project. In
accordance with IFRS 6, 'Exploration for and Evaluation of Mineral
Resources', the Group allocates costs incurred to cash generating
units (CGUs), which are projects, or groups of projects, which
share a consistent profile and proximity. Exploration costs are
presented in intangible assets in the Statement of Financial
Position.
Capitalised costs include costs directly related to the
exploration and evaluation activities in the CGU.
General and administrative costs are allocated to the
exploration property to the extent that the costs are directly
related to activities in the relevant areas of interest. Costs
incurred before the legal rights are obtained to explore an area
and costs relating to a relinquished or abandoned licence are
recognised in profit or loss.
Exploration and evaluation assets shall be assessed for
impairment at each reporting period in accordance with IFRS 6, and
any impairment loss is recognised in profit or loss.
Once technical feasibility and commercial viability have been
established, exploration assets attributable to those projects are
tested for impairment and reclassified from exploration properties
to development properties.
Mineral property acquisition costs, and exploration and
development expenditures incurred subsequent to the determination
of the feasibility of mining operations and approval of development
by the Group, are capitalised until the property to which they
relate is placed into production, sold, allowed to lapse or
abandoned.
(f) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, deposits held
at call with banks and other short-term highly liquid investments
with original maturities of three months or less from inception
which are readily convertible to a known amount of cash and are
subject to an insignificant risk of changes in value.
(g) Financial instruments
A financial instrument is any contract that gives rise to a
financial asset of one entity and a financial liability or equity
instrument of another entity.
(i) Financial assets and financial liabilities
Financial assets and financial liabilities are classified into
one of three categories as summarised in the table below:
Derivative Initial Subsequent to
initial URU's assets
Category status measurement recognition, held at:
in the category
Amortised cost Non--derivative Fair value Amortised cost using Trade and other
the effective interest receivables
method
Amortised cost Non--derivative Fair value Same as above Cash and cash
equivalents
Other financial liabilities Non--derivative Fair value Same as
above Trade and other payables
Other financial liabilities Non--derivative Fair value Fair value through Contingent consideration
profit and loss
Fair value through other
comprehensive income Non--derivative Fair value Fair value
through profit Marketable securities
and loss
The classification is determined at initial recognition and
depends on the nature and the purpose of the financial asset.
Financial assets are recognised when the Group becomes a party to
the contractual provisions of the instrument.
Financial assets at amortised cost
A financial asset shall be classified at amortised cost if both
of the following conditions are met and is not designated at FVTPL:
(a) the financial asset is held within a business model whose
objective is to hold financial assets in order to collect
contractual cash flows and (b) 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.
Other financial liabilities
The Group initially recognises financial liabilities on the
trade date at which the Group becomes a party to the contractual
provisions of the instrument.
Financial liabilities are recognised initially at fair value
plus any directly attributable transaction costs.
Financial assets at fair value
Fair value determination
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value
hierarchy establishes three levels to classify the inputs to
valuation techniques used to measure fair value. Level 1 inputs are
quoted prices (unadjusted) in active markets for identical assets
or liabilities. Level 2 inputs are quoted prices in markets that
are not active, quoted prices for similar assets or liabilities in
active markets, inputs other than quoted prices that are observable
for the asset or liability, or inputs that are derived principally
from or corroborated by observable market data or other means.
Level 3 inputs are unobservable (supported by little or no market
activity). The fair value hierarchy gives the highest priority to
Level 1 inputs and the lowest priority to Level 3 inputs. The
Company has no financial instruments carried at fair value as at 31
March 2020 other than the investment in Management Resource
Solutions Plc (MRS) which is a Level 2 financial asset at fair
value.
Financial assets at fair value through profit or loss are
financial assets held for trading. A financial asset is classified
in this category if acquired principally for the purpose of selling
in the short term, or if it is a derivative financial instrument.
Assets in this category are classified as current assets if
expected to be settled within 12 months, otherwise, they are
classified as non--current. Securities in privately held companies
are initially recorded at cost, being the fair value at the time of
acquisition. At the end of each financial reporting period, the
Company's management estimates the fair value of investments based
on the criteria below and reflects such valuation in the
consolidated financial statements. These are included in Level 1 as
disclosed in note 6.
A financial asset shall be measured at fair value through other
comprehensive income if both of the following conditions are met:
(a) the financial asset is held within a business model whose
objective is achieved by both collecting contractual cash flows and
selling financial assets and (b) 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.
Changes in fair values of financial assets through other
comprehensive income are presented as fair value gain or loss on
investment in the consolidated statement of comprehensive income,
and within operating activities in the statement of cash flows.
(ii) Derecognition of financial assets and financial
liabilities
A financial asset is derecognised when the contractual right to
the asset's cash flows expire or if the Group transfers the
financial asset and substantially all risks and rewards of
ownership to another entity. Any interest in transferred financial
assets that is created or retained by the Group is recognised as a
separate asset or liability.
The Group derecognises a financial liability when its
contractual obligations are discharged or cancelled or expire.
(iii) Offset
Financial assets and financial liabilities are offset and the
net amount presented in the statement of financial position only
when the Group has a legal right to offset the amounts and intends
either to settle on a net basis or to realise the asset and settle
the liability simultaneously.
(h) Impairment of assets
(i) Financial assets
Financial assets are assessed for indicators of impairment at
each reporting period end. Financial assets are impaired when there
is objective evidence that the estimated future cash flows of the
financial assets have been affected by one or more events that
occurred after the initial recognition of the financial asset.
An impairment loss in respect of a financial asset measured at
amortised cost is calculated as the difference between its carrying
amount and the present value of the estimated future cash flows
discounted at the assets original effective interest rate. Losses
are recognised in profit or loss and reflected in an allowance
account against receivables. Interest on the impaired asset
continues to be recognised. When an event occurring after the
impairment was recognised causes the amount of impairments loss to
decrease, the decrease in impairment loss is reversed through
profit or loss.
(ii) Non-financial assets
The carrying amounts of the Group's non-financial assets are
reviewed at each reporting date to determine whether there is any
indication of impairment. If any such indication exists, then the
asset's recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is
the greater of its value in use and its fair value less cost of
disposal. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset. For the purpose
of impairment testing, assets are grouped together into the
smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of
other assets or groups of assets. Fair value less cost of disposal
is determined as the amount that would be obtained from the
disposal of the assets in an arm's length transaction between
knowledgeable and willing parties.
An impairment loss is recognised if the carrying amount of an
asset or its CGU exceeds its estimated recoverable amount.
Impairment losses are recognised in profit or loss.
Impairment losses recognised in prior periods are assessed at
each reporting date for any indications that the loss has decreased
or no longer exists. An impairment loss is reversed only to the
extent that the asset's carrying amount does not exceed the
carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been
recognised.
(i) Income tax
Income tax expense comprises current and deferred tax. Income
tax expense is recognised in profit or loss except to the extent
that it relates to items recognised directly in equity or other
comprehensive income.
Current tax is the expected tax payable on the taxable income
for the year, using tax rates enacted or substantively enacted at
the reporting date, and any adjustment to tax payable in respect of
previous years.
Deferred tax is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is not recognised for the following
temporary differences: the initial recognition of assets or
liabilities in a transaction that is not a business combination and
that affects neither accounting nor taxable profit or loss, and
differences relating to investments in subsidiaries to the extent
that it is probable that they will not reverse in the foreseeable
future. In addition, deferred tax is not recognised for taxable
temporary differences arising on the initial recognition of
goodwill. Deferred tax is measured at the tax rates that are
expected to be applied to temporary differences when they reverse,
based on the laws that have been enacted or substantively enacted
by the reporting date. Deferred tax assets and liabilities are
offset if there is a legally enforceable right to offset current
tax liabilities and assets, and they relate to income taxes levied
by the same tax authority on the same taxable entity, or on
different tax entities, but they intend to settle current tax
liabilities and assets on a net basis or their tax assets and
liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is
probable that future taxable profits will be available against
which the associated unused tax losses and deductible temporary
differences can be utilised. Deferred tax assets are reduced to the
extent that it is no longer probable that the related tax benefit
will be realised.
(j) Loss per share
The Group presents basic and diluted loss per share ("EPS") data
for its ordinary shares. Basic EPS is calculated by dividing the
profit or loss attributable to ordinary shareholders of the Group
by the weighted average number of ordinary shares in issue during
the period. Diluted earnings or loss per share is similar to basic
earnings or loss per share, except that the denominator is adjusted
to include the dilutive potential ordinary shares that would have
been outstanding assuming that options and warrants with an average
market price for the year greater than their exercise price are
exercised and the proceeds used to repurchase ordinary shares.
(k) Segmental reporting
An operating segment is a component of the Group that engages in
business activities from which it may earn revenues and incur
expenses, including revenues and expenses that relate to
transactions with any of the Group's other components. All
operating segments' operating results are reviewed regularly by the
Group's chief operating decision maker, the CEO, to make decisions
about resources to be allocated to the segment and assess its
performance, and for which discrete financial information is
available.
(l) Employee benefits
Pension obligations and other post-employment benefits
The Group does not offer any pension and/or post-employment
benefits to employees.
Short-term employee benefits
Short-term employee benefits obligations are measured on an
undiscounted basis and are expensed as the related service is
provided. A liability is recognised for the amount expected to be
paid under short-term cash bonuses if the Group has a present legal
or constructive obligation to pay this amount as a result of past
service provided by the employee, and the obligation can be
estimated reliably.
Share-based compensation
The Group operates an equity-settled, share-based compensation
plan, The Niger Uranium Limited Share Option Plan 2008. The grant
date fair value of the employee services received in exchange for
the grant of the options is recognised as an expense with a
corresponding increase in equity, over the period that the
employees become unconditionally entitled to the awards. The total
amount to be expensed over the vesting period is determined by
reference to the fair value of the options granted, excluding the
impact of any non-market vesting conditions. Non-market vesting
conditions, such as forfeiture rates, are included in assumptions
about the number of options that are expected to vest. At each
reporting date, the entity revises its estimates of the number of
options that are expected to vest. It recognises the impact of the
revision of original estimates, if any, in profit or loss, with a
corresponding adjustment to equity.
(m) New accounting standards and interpretations
During the year ended 31 March 2020 the Group adopted the
following IFRS standards:
(a) Leases and right-of-use assets
In January 2016, the IASB issued IFRS 16 - Leases ("IFRS 16"),
replacing IAS 17 - Leases. IFRS 16 provides a single lessee
accounting model and requires the lessee to recognise a
right-of-use asset and a liability for all leases except short term
leases and leases of low value assets on its statement of financial
position, providing the reader with greater transparency of an
entity's lease obligations.
On 1 April 2019, the Group has adopted the standard and there
was no material impact on the Company's consolidated financial
statements.
(b) IFRIC Interpretation 23 Uncertainty over Income Tax
Treatments
The Interpretation provides guidance on the accounting for
current and deferred tax liabilities and assets in circumstances in
which there is uncertainty over income tax treatments. The
Interpretation is applicable for annual periods beginning on or
after 1 January 2019. At 1 April 2019, the Group adopted this
standard and there was no material impact on the consolidated
financial statements.
Certain new accounting standards and interpretations have been
published that are not mandatory for the current period and have
not been early adopted. These standards are not expected to have a
material impact on the Group in the current or future reporting
periods.
5. Critical Accounting Estimates and Judgements
The preparation of the consolidated financial statements in
conformity with IFRSs requires the use of certain critical
accounting estimates. It also requires management to exercise its
judgement and make estimates and assumptions that affect the
application of the Group's accounting policies and the reported
amounts of assets, liabilities, income and expenses.
Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the
period in which the estimates are revised and in any future periods
affected. The Group makes estimations and assumptions concerning
the future. The resulting accounting estimates may not equal the
related actual results.
The estimates, assumptions and judgements which have a
significant risk of causing material adjustment to the carrying
amount of assets and liabilities are:
Determination of the Functional Currency
The Group comprises several entities in three different
countries; Canada, South Africa and Sweden. The statutory financial
statements of each entity, where required, are prepared using the
functional currency of the country where it is registered to do
business except where management have chosen a more appropriate
currency as the functional currency. On preparation of the
consolidated financial statements management chooses an appropriate
exchange rate to translate each of the functional currencies to the
presentational currency. The consolidated financial statements are
presented in USD. These judgements may change if future events
dictate that a more appropriate presentational currency should be
adopted.
Impairment of exploration and evaluation expenditure (intangible
assets)
At 31 March 2020 the carrying value of intangible assets of the
Group were $2,724,000 (2019: $2,471,000). The Group capitalises
expenditure relating to exploration and evaluation where it is
considered likely to be recoverable or where the activities have
not yet reached a stage that permits a reasonable assessment of the
existence of reserves. The directors have carried out an assessment
of the carrying value of exploration and evaluation expenditure and
any required impairment in accordance with the accounting policy in
note 4.
Assessment of significant influence
The Group holds 9.59% of the issued share capital of Management
Resource Solutions Plc ('MRS') which is below the 20% assumed
threshold for significant influence. However as J. Zorbas was
appointed as the Non-executive Chairman of MRS on 10 April 2017
management have reviewed the criteria detailed in IAS 28
'Investments in Associates' of potential indication of the
existence of significant influence. Management judgement is
therefore required to assess whether significant influence is
exercised over MRS in the year and have concluded that the Group
did not exercise significant influence over MRS in the year. J.
Zorbas resigned as Non-executive Chairman of MRS on 30 August
2019.
Valuation of financial assets at fair value through other
comprehensive income
The Group has adopted a policy of the revaluation of financial
assets through other comprehensive income. Management therefore
need to determine fair value and thus need to exercise judgement in
their assessment of the fair value hierarchy.
In respect of the carrying value of the shares held in MRS
management have assessed the cancellation of the company's shares
on AIM on 5 March 2020, due to two of its principal subsidiaries
being placed into administration, and the likelihood that the
company will achieve a successful fundraising and will execute a
reverse takeover. At 31 March 2020 the directors consider that the
shares in MRS should remain fully impaired.
Share based payments
The Company has issued share options to Directors and advisors.
The Black Scholes model is used to calculate the appropriate charge
for these options. The use of this model to calculate a charge
involves a number of estimates and judgements to establish the
appropriate inputs to be entered into the model, including areas
such as the use of appropriate interest and dividend rates,
exercise restrictions and behavioral considerations. A significant
element of judgement is therefore involved in the calculation of
the charge.
Calculation and recognition of contingent consideration
The Group is exposed to potential contingent consideration from
previous acquisitions as detailed in note 11. Management exercises
judgement in assessing whether the contingent consideration should
be recognised in the consolidated financial statements.
6. Financial risk management
The Group's Board of Directors monitors and manages the
financial risks relating to the operations of the Group. These
include credit risk, liquidity risk and market risk which includes
foreign currency and interest rate risks.
Credit risk
Credit risk is the risk of loss associated with a counterparty's
inability to fulfill its payment obligations. The Group's credit
risk is primarily attributable to the Group's cash and cash
equivalents and trade and other receivables. The Group has no
allowance for impairment that might represent an estimate of
incurred losses on other receivables. The Group has cash and cash
equivalents of $66,000 (2019 -- $475,000), which represent the
maximum credit exposure on these assets. As at 31 March 2020, the
majority of the cash and cash equivalents were held with a major
Canadian chartered bank from which management believes the risk of
loss to be minimal.
Liquidity risk
Liquidity risk is the risk that the Group will encounter
difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another
financial asset. The Group's approach to managing liquidity is to
ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or
risking damage to the Group's reputation.
Typically the Group tries to ensure that it has sufficient cash
on demand to meet expected operational expenses for a period of
twelve months, including the servicing of financial obligations;
this excludes the potential impact of extreme circumstances that
cannot reasonably be predicted. Management monitors the rolling
forecasts of the Group's liquidity reserve on the basis of expected
cash flows.
The following are the contractual maturities of financial
liabilities:
6 months
Carrying Contractual 6 months to 5
amount cash flows or less years
$'000 $'000 $'000 $'000
------------------------- -------- ----------- -------- --------
31 March 2020
Trade and other payables 1,640 1,640 1,640 -
-------------------------- -------- ----------- -------- --------
31 March 2019
Trade and other payables 1,159 1,159 1,159 -
-------------------------- -------- ----------- -------- --------
Market risk
Market risk is the risk that changes in market prices, such as
foreign exchange rates, interest rates and equity prices will
affect the Group's loss or the value of its holdings of financial
instruments. The objective of market risk management is to manage
and control market risk exposures within acceptable parameters,
while optimising the return.
Foreign currency rate risk
The Group, operating internationally, is exposed to currency
risk on purchases that are denominated in a currency other than the
functional currency of the Group's entities, primarily Pound
Sterling ("GBP"), the Canadian Dollar ("CAD"), the South African
Rand ("ZAR"), Swedish Krona ("SEK") and the US Dollar ("USD").
The Group does not hedge its exposure to currency risk.
In respect of other monetary assets and liabilities denominated
in foreign currencies, the Group's policy is to ensure that its net
exposure is kept to an acceptable level by buying or selling
foreign currencies at spot rates when necessary to address short
term imbalances.
The Group's exposure to foreign currency risk, based on notional
amounts, was as follows:
USD ZAR GBP SEK CAD Total
$'000 $'000 $'000 $'000 $'000 $'000
---------------------------- ----- ----- ----- ----- ------ ------
31 March 2020
Cash and cash equivalents 50 - 5 - 11 66
Trade and other receivables - - - - 60 60
Trade and other payables - (191) (380) (49) (1,020) (1,640)
----------------------------- ----- ----- ----- ----- ------ ------
31 March 2019
Cash and cash equivalents - - 466 - 9 475
Trade and other receivables - - - - 64 64
Trade and other payables - - (201) (53) (905) (1,159)
----------------------------- ----- ----- ----- ----- ------ ------
Interest rate risk
The financial assets and liabilities of the Group are subject to
interest rate risk, based on changes in the prevailing interest
rate. The Group does not enter into interest rate swap or
derivative contracts. The primary goal of the Group's investment
strategy is to make timely investments in listed or unlisted mining
and mineral development properties to optimize shareholder value.
Where appropriate, the Group will act as an active investor and
will strive to advance corporate actions that deliver value adding
outcomes. The Group will undertake joint ventures with companies
that have the potential to realise value through mineral project
development, and invest substantially in those joint ventures to
advance asset development over the near term.
Market risk
Sensitivity analysis
A 10% strengthening of the USD against the following currencies
at the year end would have increased/(decreased) equity and profit
or loss by the amounts shown below. This was determined by
recalculating the USD balances held using a 10% greater exchange
rate to the USD. This analysis assumes that all other variables, in
particular interest rates, remain constant.
31 March 2020 31 March 2019
Profit
Equity or loss Equity Profit or loss
$'000 $'000 $'000 $'000
---- ------ -------- ------ ---------------
GBP - (38) - (27)
CAD - (95) - 83
SEK - (5) - 6
ZAR - (19) - -
----- ------ -------- ------ ---------------
7. Capital risk management
The Group includes its share capital, share premium, reserves
and accumulated deficit as capital. The Group's objective is to
maintain a flexible capital structure which optimises the costs of
capital at an acceptable risk. In light of economic changes and
with the risk characteristics of the underlying assets, the Group
manages the capital structure and makes adjustments to it. As the
Group has no cash flow from operations and in order to maintain or
adjust the capital structure, the Group may issue new shares, issue
debt and/or find a strategic partner. The Group is not subject to
externally imposed capital requirements.
The Group prepares annual expenditure budgets to facilitate the
management of its capital requirements and updates them as
necessary depending on various factors such as capital deployment
and general industry conditions. During the year ended 31 March
2020 there were no changes in the Group's approach to capital
management.
8. Earnings per Share
The calculation of basic and diluted earnings per share is based
on the result attributable to shareholders divided by the weighted
average number of ordinary shares in issue in the year.
Basic earnings per share amounts are calculated by dividing net
loss for the year attributable to ordinary equity holders of the
parent by the weighted average number of ordinary shares
outstanding during the year.
The Company has potentially issuable shares which relate to
share options issued to directors and third parties. In the years
ended 31 March 2020 and 31 March 2019 none of the options had a
dilutive effect on the loss in the two years.
As at As at
31 March 31 March
2020 2019
$'000 $'000
-------------------------------------------------------------------------------- -------- --------
Loss used in calculating basic and diluted earnings per share (US dollars) (732) (2,291)
Number of shares
Weighted average number of shares for the purpose of basic earnings per share 779,944 780,571
--------------------------------------------------------------------------------- -------- --------
Weighted average number of shares for the purpose of diluted earnings per share 779,944 780,571
Basic loss per share (US dollars) (0.94) (2.94)
Diluted loss per share (US dollars) (0.94) (2.94)
--------------------------------------------------------------------------------- -------- --------
9. Long-term prepaid assets
31 March 31 March
2020 2019
$'000 $'000
------------------------- -------- --------
Long-term prepaid assets 41 41
-------------------------- -------- --------
On determination that an impairment charge was required for the
Group's SSOAB Licences project, the Group identified a long-term
prepaid asset for future drilling costs that may be applied to
projects undertaken in other locations. Accordingly, the long-term
prepaid asset was transferred out of intangible assets.
10. Property, plant and equipment
Field
equipment
COST $'000
--------------------------- ---------
At 31 March 2018 121
Impact of foreign exchange (3)
---------------------------- ---------
At 31 March 2019 118
Impact of foreign exchange (4)
---------------------------- ---------
At 31 March 2020 114
---------------------------- ---------
Field
equipment
ACCUMULATED DEPRECIATON $'000
--------------------------- --------------
At 31 March 2018 36
Depreciation for the year 40
Impact of foreign exchange (1)
---------------------------- --------------
At 31 March 2019 75
Depreciation for the year 37
Impact of foreign exchange (5)
---------------------------- --------------
At 31 March 2020 107
---------------------------- --------------
Field
equipment
CARRYING VALUE $'000
----------------- ---------
At 31 March 2019 43
At 31 March 2020 7
------------------ ---------
11. Intangible assets
Exploration costs
------------------ -----
COST $'000
------------------ -----
At 31 March 2018 5,061
Additions 401
Foreign exchange (369)
------------------- -----
At 31 March 2019 5,093
Additions 397
Foreign exchange (310)
------------------- -----
At 31 March 2020 5,180
------------------- -----
ACCUMULATED AMORTISATION AND IMPAIRMENT $'000
---------------------------------------- -----
At 31 March 2018 1,818
Impairment (note 18) 868
Foreign exchange (64)
----------------------------------------- -----
At 31 March 2019 2,622
Foreign exchange (166)
----------------------------------------- -----
At 31 March 2020 2,456
----------------------------------------- -----
CARRYING VALUE $'000
----------------- -----
At 31 March 2019 2,471
At 31 March 2020 2,724
------------------ -----
The Group has operated three distinct projects, SSOAB Licences,
Nueltin Licence and the South African Projects as detailed
below.
The exploration costs, amortisation and impairment detailed in
the above table are in respect of the Group's South African
Projects only. The Group's exploration costs in respect of its
SSOAB Licences project of $1,145,000 were fully impaired at 31
March 2016 and the exploration costs in respect of its Nueltin
Licence project of $153,000 were fully impaired at 31 March 2015.
The Burgersfort South African project was fully impaired at 31
March 2019. At 31 March 2020 the carrying value is solely in
relation to the Zebediela Nickel Project described below.
SSOAB Licences
SSOAB (as defined in note 3) had 100% ownership of several
exploration licences near the town of Örebro, Sweden. The Swedish
licences are considered to be a single project, and thus to be one
CGU. During the year ended 31 March 2016, due to the continued
decline of the prices of oil and uranium, the Group decided not to
pursue the development of SSOAB properties and therefore determined
that the recoverable amount of the intangible assets under the
SSOAB properties was estimated to be $nil. The Group fully impaired
the intangible assets in the consolidated statement of financial
position for the year ended 31 March 2016. The foreign currency
reserve of SSOAB was reclassified from equity to the consolidated
statement of comprehensive income in the year ended 31 March
2017.
Nueltin Licence
Nueltin (as defined in note 3) was party to an option agreement
with Cameco Corporation ("Cameco"), the holder of a licence located
in the Nunavut Territory of Canada. Under the agreement, Nueltin
could earn 51% interest in the project from Cameco in return for
exclusively funding CDN$2.5 million in exploration expenditure by
31 December 2016. The Cameco project was considered to be one CGU.
The Group fully impaired the intangible assets in the consolidated
statement of financial position in the year ended 31 March 2015 as
the Group had no plans to pursue the project in Nunavut Territory
and thus let the option expire.
South African Projects
In November 2013, the Group acquired (i) a 100% interest in
Southern Africa Nickel Limited ("SAN Ltd.") which had been the
Group's joint venture partner since 2010 on the Zebediela Nickel
Project and (ii) a 50% interest in the Burgersfort Project. SAN Ltd
in turn had a 74% interest in a joint operation (the "SAN-Umnex
Joint Venture"). The remaining 26% was held by Umnex Mineral
Holdings Pty ("UMH"), which had title to the Zebediela licences
through its subsidiary, UML. With the Group's acquisition of SAN
Ltd., the SAN-URU joint venture was dissolved and San Ltd. obtained
ownership of the JV's 50% interest in the Burgersfort Project with
BSC Resources as the other party to the agreement. On 10 April
2014, SAN Ltd. and UMH agreed that SAN Ltd. would purchase 100% of
Umnex Minerals Limpopo Pty ("UML") from UMH for consideration of
33,194,181 new Group shares and 8,000,000 bonus shares issued to
directors and officers for their services in the acquisition of
UML.
The Burgersfort Project extends over two adjacent prospecting
rights in Burgersfort North and Burgersfort South. The Group has no
plans to pursue the project and fully impaired the intangible
assets related to the Burgersfort Project in the amount of $868,000
in the consolidated statement of financial position as at 31 March
2019.
The Zebediela Nickel Project extends over three separate
adjacent prospecting rights in the Limpopo Province of South
Africa. All three rights are now held by Lesogo Platinum Uitloop
Pty ("LPU"), which in turn is 100% owned by UML.
All three rights are currently compliant with minimum
expenditure obligations, annual report submissions, annual
prospecting fees, and submitted prospecting work programs.
Under the terms of the acquisition agreement, UMH is permitted
to return the shares and take back the licences should the
Group:
-- fail to maintain adequate cash funds to meet its
general and project expenditure obligations, or
-- fail to meet the purchased rights' minimum statutory
expenditure obligations
As at 31 March 2020, the "general and project expenditure
obligations" and the "minimum statutory expenditure obligations" of
the general and project expenditure obligations had not been
determined.
Additionally, conditional consideration of 12,000 free-trading
shares is payable if either 1) a transaction is consummated by the
Group to sell, farm-out, or similarly dispose of any portion of a
mineral project on some or all of the mining titles, or 2) a mining
right is obtained from DMRE in respect of some or all of the
rights, or 3) an effective change of control of the Group occurs.
As at 31 March 2020 none of the above conditions have occurred.
On 19 April 2017, the Group entered into a Corporate and
Management Services Agreement (the "Agreement") with UMH. As per
the Agreement, UMH shall provide to UML services including project
management, coordination of mining rights application, mineral
rights management, finance and accounting, technical,
metallurgical, engineering and geological services and corporate
finance and capital raising. In exchange of the services, UMH will
earning the following fees:
1. Once the Bankable Feasibility Study commences a monthly retainer of ZAR150,000 until then a monthly retainer of
ZAR75,000 will be paid;
2. First right of offer for technical, metallurgical, engineering and geological services at market related pricing;
3. Capital raising and corporate finance fees of 5% of the transaction value of capital raised through UMH sources;
4. UMH will be issued a 1.5% royalty on all revenue generated from the Zebediela project. 1% of the royalty can be
purchased back by the Company or its successor for the amount of $2 million provided that the Company exercises
this right within 24 months of the Mining Right being issued by the Department of Mineral Resources of South
Africa.
On 4 December 2018 the Company announced that the DMRE had
formally approved and executed the renewal of the primary
prospecting right. The right will expire on 2 December 2021.
On 19 February 2020, the DMRE formally accepted the Final
Scoping Report and granted approval for the Environmental Impact
Assessment phase to proceed. An extension was granted on 28 August
2020 for the delays caused by the COVID-19 lockdown measures.
12. Financial assets at fair value through other comprehensive income
As at As at
31 March 31 March
2020 2019
$'000 $'000
--------------------------------------------------------- -------- --------
At 1 April - 1,676
Fair value adjustment through other comprehensive income - (876)
Impairment (note 18) - (686)
Foreign exchange loss - (114)
---------------------------------------------------------- -------- --------
At 31 March - -
---------------------------------------------------------- -------- --------
On 1 March 2017, the Group acquired 7,550,000 shares of MRS for
GBP0.15 per share by issuance of 25,166,666 ordinary shares of the
Group. The fair value of the MRS shares was determined to be the
value of the shares of the Group issued, as MRS was a public
company whose shares were not trading at the time and the market
price was not available. On 5 May 2017, the MRS shares resumed
trading on the AIM market of the London Stock Exchange.
During the year ended 31 March 2018 the Group acquired an
additional 10,000,000 ordinary shares of MRS at GBP0.05 per share.
At 31 March 2020 and 31 March 2019 the Group held 17,550,000
ordinary shares representing 9.59% of the issued share capital of
MRS. As at 31 March 2019 the investment in MRS shares were valued
at $686,000 based on share price of GBP0.03 per share.
However, on 4 September 2019, the London Stock Exchange
temporarily suspended the trading of MRS shares as two of the
company's principal subsidiaries were placed into administration.
As a result, the Group recorded a full impairment of the MRS shares
which was included as an exceptional item in profit and loss for
the year ended 31 March 2019. Due to the cancellation of the MRS
shares listing on the London Stock Exchange on 5 March 2020,
management have assessed the carrying value of the investment in
MRS shares and have determined that the carrying value remains $nil
at 31 March 2020.
Management have assessed whether the Group exercises significant
influence over MRS in accordance with the accounting policy as per
note 4. Management have taken into consideration the criteria as
set out in IAS 28 'Investments in Associates' and have determined
that the Group did not exercise significant influence over MRS
during the year. J. Zorbas was a non-executive director of MRS
until his resignation on 30 August 2019.
13. Trade and other receivables
As at As at
31 March 31 March
2020 2019
$'000 $'000
---- -------------- -------------
Other receivables 60 64
--------------------
14. Share capital and share premium
Number of
shares Share capital Share premium Total
$'000 $'000 $'000
----------------------------------- --------- ------------- ------------- -------
At 31 March 2019 and 31 March 2020 780,571 7,806 46,938 54,744
------------------------------------ --------- ------------- ------------- -------
Issued shares
All issued shares are fully paid up.
Authorised: unlimited number of common shares. There are no
preferences or restrictions attached to any classes of common
shares.
Unissued shares
In terms of the BVI Business Companies Act, any unissued shares
are under the control of the Directors.
Dividends
Dividends declared and paid by the Group were $nil for the year
ended 31 March 2020 (2019 - $nil).
15. Reserves
(a) Share option and warrants reserve
The Share Option Plan is administered by the Board of Directors,
which determines individual eligibility under the plan for
optioning to each individual. Below is disclosure of the movement
of the Group's share options as well as a reconciliation of the
number and weighted average exercise price of the Group's share
options outstanding on 31 March 2020 and 31 March 2019.
The assessed fair value at grant date is determined using the
Black-Scholes Model that takes into account the exercise price, the
term of the option, the share price at grant date, the expected
price volatility of the underlying share, the expected dividend
yield and the risk-free interest rate for the term of the
option.
No stock options were granted during the year ended 31 March
2020 and 2019.
(i) Reconciliation of share options outstanding as at 31 March
2020:
Weighted Number of
average options Number
Exercise prices (GBP) remaining life (years) outstanding exercisable
--------------------- ---------------------- ----------- -----------
60 2.15 15,050 15,050
90 2.15 15,150 15,150
49 0.56 2,633 2,633
--------------------- ---------------------- ----------- -----------
70 2.02 32,833 32,833
--------------------- ---------------------- ----------- -----------
The share options detailed in the above table have been adjusted
to reflect the share consolidation in the year.
The inputs into the Black Scholes option pricing model for the
options granted are as follows:
April 2017 April 2017 October 2020
------------------------ ---------- ---------- ------------------------
Exercise price (GBP) 60 90 49
Expected volatility 92.88% 92.88% 54.9%
Expected life 5 years 5 years 10 years
Risk-free interest rate 0.91% 0.91% 3.16%
Expected dividends 0.0% 0.0% 0.0%
------------------------- ---------- ---------- ------------------------
(ii) Continuity and exercise price
The number and weighted average exercise prices of share options
are as follows:
Weighted
average
Number exercise price
of options per share (GBP)
-------------------------- ---------- ---------------
At 31 March 2019 and 2020 32,833 70
--------------------------- ---------- ---------------
The following is a continuity of the Group's warrants granted
under its Share Incentive Scheme.
Weighted
average
Number exercise price
of options per share (GBP)
----------------- ---------- ---------------
At 31 March 2019 100 345
Warrants expired (100) 345
------------------ ---------- ---------------
At 31 March 2020 - -
------------------ ---------- ---------------
As at 31 March 2020, the Company had no warrants
outstanding.
(b) Foreign Currency Translation Reserve
The Foreign Currency Translation Reserve represents foreign
currency differences recognised directly in other comprehensive
income when assets and liabilities of foreign operations are
translated to the Group's presentational currency at exchange rates
at the reporting date and income and expenses are translated to the
Group's presentational currency at average exchange rates.
16. Trade and other payables
As at As at
31 March 31 March
2020 2019
$'000 $'000
--------------- -------- --------
Other payables 888 360
Accruals 752 799
---------------- -------- --------
1,640 1,159
--------------- -------- --------
17. Related party transactions
(a) Transactions with key management personnel
During the year ended 31 March 2020, nil (2019 -- nil) share
options were granted to key management personnel as defined by IAS
24 'Related party disclosures'. Key management personnel include J.
Peng, a senior employee of Marrelli Support Services Inc. (MSSI), a
company which provides financial accounting services to the Group.
The share options granted in the year ended 31 March 2018 expire on
19 April 2022.
The following share options, granted to current and past
directors and management, were outstanding as at 31 March 2020.
Number of
options Expiry
Directors/officers Exercise price (GBP) outstanding date
------------------- -------------------- ----------- -------------
Directors
J. Zorbas 60 5,000 19 April 2022
J. Zorbas 90 5,000 19 April 2022
J. Vieira 60 2,600 19 April 2022
J. Vieira 90 2,600 19 April 2022
Management
J. Peng 60 1,000 19 April 2022
J. Peng 90 1,000 19 April 2022
Former directors
D. Subotic 60 2,600 19 April 2022
D. Subotic 60 2,600 19 April 2022
H. Kloepper 60 1,000 19 April 2022
H. Kloepper 90 1,000 19 April 2022
-------------------- -------------------- ----------- -------------
(b) Directors' remuneration
Year Year
ended ended
31 March 31 March
2020 2019
$'000 $'000
------------------------------ -------- --------
Fees for services as director 31 32
Basic salary 180 183
------------------------------- -------- --------
Total 211 215
------------------------------- -------- --------
Included in trade and other payables in note 16 are amounts
accrued in respect of director fees and salary of directors' of the
Company in the year totaling $895,000 (2019: $748,000) being
amounts due to J.Zorbas ($817,000 (2019:$688,000)); J Vieira
($48,000, (2019:$44,000)); and K. Appleby ($30,000 (2019:
$16,000)).
At 31 March 2020, the Company was owed $37,000 (2019: $39,000)
by Captor Capital Corp. a company of which J. Zorbas is a
shareholder and Chief Executive Officer.
18. Loss before income tax
The following items have been charged in arriving at the loss
before income tax for the year:
Year ended Year ended
31 March 31 March
2020 2019
$'000 $'000
--------------------------- ---------- ----------
Auditors' remuneration 72 87
Directors' fees 31 32
Share-based payment charge 117 -
Operating lease charges 7 17
Depreciation 37 40
Exceptional items - 1,554
Foreign exchange loss 67 120
---------------------------- ---------- ----------
The exceptional items in the prior year related to the
impairment of the shares in MRS of $686,000 (note 12) and the
impairment of the Group's 50% interest in the Burgersfort project
of $868,000 (note 11).
19. Income tax expense and deferred taxation
The Group is incorporated in the British Virgin Islands (BVI).
The BVI Business Companies Act imposes no corporate or capital
gains taxes and the Group's losses will also not result in an
income tax recovery in the BVI. However, the Group may be liable
for taxes in the jurisdictions where it operates or develops mining
properties.
Effective 13 July 2012, the Group became resident in Canada, and
is subject to income taxes at a combined federal and provincial
statutory tax rate of 26.5% (2019 - 26.5%).
Income tax expense from the amount that would be computed by
applying the Canadian federal and provincial statutory income tax
rates to the loss for the year is as follows:
2020 2019
$'000 $'000
---------------------------------- ----- ------
Loss for the year before taxation (732) (2,291)
Expected income tax recovery (194) (607)
Benefit of losses not recognised 194 607
----------------------------------- ----- ------
A deferred tax asset has not been recognised in respect of the
losses because there is insufficient evidence of the timing of
future taxable profits against which it can be recovered.
The significant components of the Group's unrecognised
deductible temporary differences as at 31 March 2020 and 2019 are
as follows:
2020 2019
$'000 $'000
--------------------- ------ ------
Loss carry-forward 14,495 13,696
Share issuance costs 97 164
Other 982 982
---------------------- ------ ------
20. Segmental information
(a) Reportable segments
The Group has two reportable segments, as described below, which
are the Group's strategic business units. Both are determined by
the CEO, the Group's chief operating decision-maker, and have not
changed in the year. The strategic business units offer different
services, and are managed separately because they require different
strategies.
The following summary describes the operations in each of the
Group's reportable segments:
Exploration Includes obtaining licenses and exploring these license areas
Corporate Office Includes all Group administration and procurement
There are no other operations that meet any of the quantitative
thresholds for determining reportable segments during the years
ended 31 March 2020 or 31 March 2019.
There are varying levels of integration between the Exploration
and Corporate Office reportable segments. This integration includes
shared administration and procurement services.
Information regarding the results of each reportable segment is
included below. Performance is measured based on segmented results.
Any inter--segment transactions would be determined on an arm's
length basis. Inter--segment pricing for the years ended 31 March
2020 and 2019 consisted of funding advanced from Corporate Office
to Exploration.
(b) Operating segments
Exploration Corporate office Total
2020 2019 2020 2019 2020 2019
$'000 $'000 $'000 $'000 $'000 $'000
----------------------------------- ----- ----- ------- -------- ----- ------
Depreciation (37) (40) - - (37) (40)
Reportable segment loss before tax (37) (908) (695) (1,383) (732) (2,291)
------------------------------------ ----- ----- ------- -------- ----- ------
Exploration Corporate office Total
As at 31 March 2020 2019 2020 2019 2020 2019
$'000 $'000 $'000 $'000 $'000 $'000
------------------------------- ----- ----- -------- ------- ----- ------
Reportable segment assets 2,763 2,509 135 585 2,898 3,094
Reportable segment liabilities (11) (11) (1,629) (1,148) (1,64 0) (1,159)
-------------------------------- ----- ----- -------- ------- ----- ------
(c) Geographical segments
During the years ended 31 March 2020 and 31 March 2019, business
activities took place in Canada and South Africa. In presenting
information based on the geographical segments, segment assets are
based on the physical location of the assets.
The following table presents segmented information on the
Group's operations and loss for the year ended 31 March 2020 and
assets and liabilities as at 31 March 2020:
Canada Sweden South Africa Total
$'000 $'000 $'000 $'000
------------------- ------ ------ ------------ ------
Net loss (695) - (37) (732)
Total assets 135 - 2,763 2,898
Non-current assets 41 - 2,731 2,772
Liabilities (1,629) (11) - (1,640)
-------------------- ------ ------ ------------ ------
The following table presents segmented information on the
Group's operations and loss for the year ended 31 March 2019 and
assets and liabilities as at 31 March 2019:
Canada Sweden South Africa Total
$'000 $'000 $'000 $'000
-------------------- ------ ------ ------------ ------
Net loss (1,383) - (908) (2,291)
Total assets 566 - 2,528 3,094
Non-current assets 43 - 2,512 2,555
Liabilities (1,148) (11) - (1,159)
-------------------- ------ ------ ------------ ------
21. Contingent liabilities
The Group is subject to the conditional consideration in respect
of the acquisition of UML as detailed in note 11.
22. Events after the reporting date
On 6 May 2020, the Company issued a Convertible Loan Note for
$250,000 to Boothbay Absolute Return Strategies LP ("Boothbay").
The Convertible Loan Note can be increased to $500,000 prior to the
maturity of the Loan Note on 31 May 2021 or such later date as the
Company may in its sole discretion determine. The Loan Note is
unsecured, bears no interest and is convertible at the lower of
:
(i) a voluntary conversion price triggered on serving a
conversion notice (being 85 pence per share for a period of 90 days
from the date of the Loan Note; and following expiry of the 90 day
period, a 35% discount to the Volume Weighted Average Price
("VWAP") per share in the 5 trading days prior to the noteholder
serving a conversion notice);
(ii) on an equity fund raising of not less than US$5 million
(excluding a Loan Note conversion), a 35% discount to the price per
share paid by investors on such a fund raising;
(iii) on a share sale (meaning a sale of Ordinary Shares giving
control of the Company, whether for cash and/or by way of exchange
for shares in another company and/or for other consideration, and
whether or not control of the Company changes as a result of such
transaction), a 35 per cent. discount to the price per share paid
on the share sale; or
(iv) if there is no conversion notice served, fund raising or
share sale prior to the maturity date, at a 35% discount to the
VWAP per share in the 5 trading days prior to the maturity
date.
On 6 May 2020, the Company raised approximately GBP200,000
through the subscription for 235,294 ordinary shares at 85 pence
per share. Each share has an attached warrant with an exercise
period of 18 months and are exercisable at 85 pence.
The Company also agreed to issue 470,588 ordinary shares at 85
pence per share to Alegana Enterprises Limited (a company
controlled by J. Zorbas) in lieu of unpaid director fees and
salaries, as detailed in note 17. Each share has an attached
warrant with an exercise period of 18 months and are exercisable at
85 pence.
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END
FR EANNNASAEEFA
(END) Dow Jones Newswires
September 30, 2020 02:00 ET (06:00 GMT)
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