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RNS Number : 3164D Eurasia Mining PLC 06 September 2024
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN REGULATION NO.
596/2014 (AS IT FORMS PART OF RETAINED EU LAW AS DEFINED IN THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018) AND IS IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS
UNDER ARTICLE 7 OF THAT REGULATION.
6 September 2024
Eurasia Mining Plc
Annual Results for the year ended 31 December 2023
Lifting of Suspension of Trading on AIM
Eurasia Mining Plc ("Eurasia" the "Company" or the "Group"), the palladium,
platinum, rhodium, iridium and gold mining company, announces its audited
financial results and operational summary for the year ending 31 December 2023
(the "2023 Annual Results").
The Company's full Annual Report, including the audited financial statements
for the year ended 31 December 2023 (the "Annual Report") will be posted to
those Eurasia shareholders electing to receive paper format notifications,
next week. The Company is grateful to the remaining shareholders choosing to
receive digital notifications and the Annual Report is also available for
download from the Company's website
at: https://www.eurasiamining.co.uk/investors/financial-reports
(https://www.eurasiamining.co.uk/investors/financial-reports) .
Following the publication of the 2023 Annual Results and the Annual Report,
the suspension of the Company's securities from trading on AIM is expected to
be lifted at 07.30 a.m. on Monday 9 September 2024.
Information regarding the Company's forthcoming Annual General Meeting will be
announced shortly.
For further information, please contact:
Eurasia Mining Plc
Christian Schaffalitzky
+44 (0)207 932 0418
SP Angel Corporate Finance LLP (Nomad and Broker)
Jeff Keating / David Hignell / Adam Cowl
+44 (0)20 3470 0470
Yellow Jersey PR (Financial PR)
Charles Goodwin / Shivantha Thambirajah
+44 (0)207 932 0418
eurasia@yellowjerseypr.com (mailto:eurasia@yellowjerseypr.com)
Chairman's statement
The calendar year 2023 was a quiet one for the Company, in that all our
efforts were focused on the possible sale of our Russian assets. To date there
has been interest, but it is clear that the Ukraine crisis continues to hang
over our businesses there. Nevertheless, we have ensured that the Group
complies with all sanctions legislation and we continue to monitor the
ever-changing situation.
The year of 2023 also saw the outlook for precious metals change due to higher
interest rates, which typically affect their prices. At the time of writing in
September 2024, with the easing of interest rates, we believe this can be a
stepping stone towards the improvement of prices, with a rally already seen in
some of the metals in our production suite and the retained stockpile.
In the meantime, work has continued through the year on optimising the asset
base prior to a possible sale. In particular, work has focused on ensuring
that the projects are kept in good standing and in an optimal state for a
possible transaction.
West Kytlim
As previously announced in 2022, we took the decision to stockpile the mine
product (a 'black sand' concentrate containing platinum, osmium, palladium,
iridium, rhodium and gold) from West Kytlim. This has worked in our favour.
Mine product stockpiled now has an approximate value of circa £5 million (net
of VAT as of the date of this report and is securely stored.
An increase in value of the stockpile will occur due to high grades of Osmium
that was confirmed recently on three randomly selected samples by Anserteko,
an internationally certified laboratory in the course of the annual audit.
West Kytlim has high grades of Iridium confirmed during exploration
(2000-2015) and production (2016-2022), while high grades of Osmium are often
seen in combination with high grades of Iridium.
No revenue was received in 2023 apart from £2.07 million generated from a
test sale of the concentrate produced at the mine at the end of 2023, in
compliance with sanctions regulations and to confirm the net realisable value
of the inventory as set out in this annual report.
Monchetundra
DFS
At Monchetundra, the DFS study for the several open pits at Loipishnune and
West Nittis was completed for the project's development and submitted at the
end of 2022 and the final approvals from all the relevant authorities were
received in the summer of 2023.
Whereas limited work has continued at site to keep the ground in good
standing, there have been no material developments regarding the Monchetundra
DFS since the Company's announcement of 3 July 2023.
NKT / Monchetundra Flanks
The NKT project comprises a brownfield Tier-1 scale deposit: 305Kt of Nickel,
143Kt of Copper, 57 tons of PGM and Gold (11.2Moz of Platinum equivalent) as
estimated by Wardell Armstrong International as JORC-compliant resources for
an underground mining operation. We continue to look at the potential for
additional reserves on the property. For now, the NKT Project sits as
considerable upside adjacent the Monchetundra asset.
Possible sale of Russian Assets
During the year, a number of parties were in discussions with the Company
regarding the potential acquisition of our Russian assets. Eurasia continues
to seek a complete exit from Russia via either selling all remaining Russian
assets (comprising West Kytlim, Monchetundra and NKT) via a competitive
process among strategic investors, or via the option of a transaction
involving Russian management, in partnership with a strategic investor.
As ever, there can be no guarantee that Eurasia will enter into binding
agreements regarding the sale process.
Sanctions
During 2023, the Company continued to monitor the sanctions regime, with
additional changes throughout the year, supported by legal advice sought where
appropriate. The Board remains satisfied the Company's activities are not
prohibited under the sanctions' rules. Furthermore, the Group does not engage
and has not engaged with any sanctioned persons, entities or agencies.
Legal Disputes
Post period end, tax litigation against tax authorities was won at the Supreme
Court. Thus, this is the final decision and binding on the tax authorities to
return to the Company in cash the excessive mining tax in total amount of $1.3
million including legal costs. The interest will be added to this amount at
the date of its return at the prevailing rate, which is currently fixed at 16%
per annum.
All the other disputes were also settled in 2023. There have been no other
disputes as of the date of this report.
Outlook
Our strategy continues to focus primarily on the potential sale of the
Company's assets in Russia, being the West Kytlim operating mine, the
Monchetundra Project mining license, the NKT brownfield project and the
entitlement to the Nyud brownfield project. The Company remains committed to
this possible sale.
In conclusion, and following a challenging year for the Company, I want to
thank my staff, colleagues and fellow directors for their hard work and
dedication. I would also like to thank shareholders, who continue to show
great patience with us in recognising that much of our development plans have
been disrupted by the continuing difficult geopolitical situation which is
outside our control. We look forward to providing our shareholders with
further updates regarding our key objectives, including the possible sale of
our Russian assets.
C. Schaffalitzky
Executive Chairman
6 September 2024
Our investment case for potential buyers of our Russian assets
Mining Company with focus on Battery Metals and PGM
• PGM markets likely to be in deficit for 2024 and medium to long
term outlook generally positive for PGM.
• Battery metals Nickel and Copper future outlook also positive.
• DFS at Monchetundra achieved during 2022 and approved in June
2023, with development work at the adjacent NKT Nickel/Copper PGM mine
relaunch.
• Surface mining with simple and lower cost beneficiation methods
than underground alternatives targeting lower Carbon PGM production.
Environmental and Social Governance
• Environmental stewardship is a primary concern for a modern
mining company.
• Low impact (zero concrete and asphalt) and low emissions
(hydroelectric dragline) mining at West Kytlim.
• Shallow surface mining with remediation following mining.
• Mine product with significant demand component in engine exhaust
cleaning.
• Senior team of mining and mineral industry licensing experts
with strong governance from Board with wide ranging and international
experience.
• Representative office in Japan to develop connections to Far
East markets - Japan, China, Hong Kong SAR.
West Kytlim PGM and gold mine
• Significantly increased available stripping capacity at West
Kytlim using electric dragline.
• All infrastructure and machinery now in place for sustained
production over 15+ years LOM.
• Tipil and West Kytlim Flanks licences add to the project as
exploration upside.
• Platinum as primary commodity with associated PGM (osmium,
rhodium, iridium, palladium) and gold.
Metal and energy markets
Nickel and Copper (Kola Projects)
Nickel:
• A strategically important raw material and industrial metal with
dominant (65%(1)) of demand in stainless steel production.
• Also a key cathode metal in EV battery production.(2)
• Up to 40Kg of Nickel per Electric Vehicle(3) - a strong driver
of demand medium to long term - Nickel Sulphide sources preferrable in battery
production(4).
• Future demand and price strongly linked to general global
economic outlook, particularly the Chinese economy's pandemic recovery, with
China being the largest producer and consumer of refined Nickel(5).
• Nickel consumption increasing steadily with market potentially
going into deficit from around 2027 at consumption above 3,750 kt per annum.
Copper (Kola Projects)
• A critical component in all energy infrastructure scenarios -
existing, transitional, future.
• Strong correlation to global economic outlook with prices
falling in recession and recovering with positive sentiment(6)
• Net zero emissions targets driving new uses and demand adding an
additional 50% demand on current levels(7).
• Demand outstripping supply by the end of the decade with lack of
new mineable resources being the main hurdle (demand passing 36m metric tons
with supply around 30m tons)(9)
(1) (https://www (https://www)
)(.usgs.gov/centers/national-minerals-information-center/nickel-statistics-and-information)
(2) (https://nickelinstitute (https://nickelinstitute)
)(.org/en/about-nickel-and-its-applications/nickel-in-batteries/)
(3) (https://www (https://www)
)(.reuters.com/business/autos-transportation/costs-nickel-cobalt-used-electric-vehicle-batteries-2022-02-03/)
(4) (https://www (https://www)
)(.bhp.com/-/media/documents/business/2019/191119_whatisnickel.pdf)
(5) (https://knoema (https://knoema)
)(.com/ydolvrc/nickel-price-forecasts-long-term-2021-to-2030-data-and-charts)
(6) (https://www (https://www)
)(.macrotrends.net/1476/copper-prices-historical-chart-data)
(7) (https://www (https://www)
)(.wsj.com/articles/copper-shortage-threatens-green-transition-620df1e5)
PGM Markets
Each of the six platinum group metals (PGMs, platinum, palladium, rhodium,
iridium, ruthenium and osmium) contribute significantly to a cleaner
environment owing to their catalytic properties, which allow for the
conversion of detrimental exhaust gases from combustion engines to less
harmful and benign gases in a more efficient way than any other catalyst.
Vehicle demand and sales drive demand and supply(1), but precious and
industrial uses are also significant demand components.
Platinum
· The platinum market is expected to be in a significant (close to
476k oz) deficit for 2024(2) following a deficit in 2023.
· Automotive PGM demand share has for the past decade been
dominated by Palladium (around 60%) with further platinum-for-palladium
substitution expected as a consequence of decisions on catalyst content taken
over the past number of years in a high Palladium price environment(2).
· Emissions control legislation continues to be advanced with
significant advancements in China and India from 2023 (see figure 1) with a
resulting positive impact on platinum demand.
· BEV and FCEV technologies are set to dominate new light vehicle
output while platinum increasingly finds further uses in the hydrogen
industry, following from a 25% increase in stationary fuel cells (now at 566
MW) with platinum demand for use in electrolysers in Hydrogen production set
to increase 24%(3).
(1)
(https://www.edisongroup.com/thematic/the-pgm-markets-outlook-and-price-forecasts/
(https://www.edisongroup.com/thematic/the-pgm-markets-outlook-and-price-forecasts/)
)
(2 https://platinuminvestment.com/supply-and-demand/platinum-quarterly)
(3)
(https://matthey.com/documents/161599/404086/PGM+Market+Report+May23.pdf/2f048a72-74a8-8b23-f18e-c875000ed76b?t=1684144507321
(https://matthey.com/documents/161599/404086/PGM+Market+Report+May23.pdf/2f048a72-74a8-8b23-f18e-c875000ed76b?t=1684144507321)
)
Strategic Report
OPERATIONS UPDATE
Eurasia Mining Plc is, battery metals, PGM and green hydrogen Company with a
focus on environmental and sustainability focused solutions, and with
awareness of the future outlook for the world energy supply landscape. Eurasia
is an international company incorporated in the UK with its headquarters in
London and listed on the AIM market of London Stock Exchange.
Following construction of a power line to site, an electric dragline was
assembled at the Company's West Kytlim PGM and gold mine to provide a more
environmentally sustainable and attractive asset as well as a lower cost
operation for the ongoing sale discussions.
The Central Kola Peninsula Battery Metals (predominantly Nickel and Copper)
and PGM projects developed around the Company's fully permitted Monchetundra
Project adjacent the town of Monchegorsk, home to Norilsk's Severonickel
nickel and PGM processing facility. A Definitive Feasibility Study was
approved for the Monchetundra Project, while the brown field NKT Mine is
advanced, a former producer.
The Company has demonstrated a consistent approach to creating value by
bringing quality projects from exploration through to mining, as well as
marketing for its proposed strategic sale following the Board's decision to
exit from Russia.
WEST KYTLIM
Open Pit PGM and Gold mine with a sustainability focus. Predominantly powered
by grid (hydro-derived) electric power.
Sustainable Mining
· Shallow open pitting has reduced environmental impact compared to
conventional mining methods, and less long-term environmental footprint - no
blasting on site and no chemicals used in the production process.
· Recovery to previous land use within 5 to 10 years post
remediation and with no remnant pit or tailing dumps. This allows the mine
owner and management team to make provisions for remediation on a realistic
time scale.
· Hydro generated electricity powering ore body development
(dragline) and beneficiation (stationary plant).
· Water a key element in beneficiation process - recycled in a
closed loop outside of river course.
· Limiting the use of asphalt and concrete on site, many mine
buildings built from timber milled on site.
Historical CAPEX Highlights
• Three enrichment plants.
· Powerline and electric dragline projects delivered on schedule
including peripherals and high voltage substations and hook ups.
· A large fleet of equipment to support the electric dragline
shovel: 2X Komatsu D275 Dozers, 1X Cat D8 Dozer, 1X Shantui SD26AS, 6X Cat 330
excavators as well as one additional washplant.
The Operation at West Kytlim has seen very significant upgrades to machinery
and mining equipment over the past years. Mining at West Kytlim was initially
sub-contracted with Eurasia retaining control of the concentrate upgrade and
refining components for two seasons in 2017 and 2018. From 2019 to 2021
further machinery including additional washplants were procured with stripping
of overburden and parts of the mining operation contracted as required. A 14
kilometre power line was constructed from the nearby town of Kytlim allowing
the mine site and all stationary plant to switch to hydro-derived grid
electricity. A large electric shovel, or dragline was also procured and
assembled on site during 2022 and was available to contribute to the following
winter stripping programme. This machine with a 70m boom and 11m(3) bucket
allows stripping at greater efficiency and a fraction of the cost of
excavator/bulldozer pairings.
KOLA BATTERY METALS AND PGM
World class PGM and Nickel-Copper projects on Kola Peninsula - cornerstone to
a proposed new predominantly open-pittable PGM and Battery Metals mining
district.
To enable the sale of the assets and to exit from Russia, the work during 2022
was dominated by the important Definitive Feasibility Study (Russian TEO of
permanent conditions) for the open pits at Loipishnune and West Nittis within
the Monchetundra project (License MUR 16493) which was submitted on time in
December 2022. The study involved a new metallurgical sample collected from
drill core and analysed following from the 2016 (pre-feasibility)
metallurgical work. Land surveying, geophysics and hydrogeological and
geotechnical studies were also completed. The ore at Monchetundra contains
commercial grades of Palladium, Nickel, Copper, Platinum and Gold.
Monchetundra - 2023 Highlights
· Monchetundra DFS final approval received.
· Mine now shovel ready with further developments to be led by a
new owner in the context of the Company's sale-of-assets process.
· No significant expenditure or work programme planned for the
Monchetundra Project going forward.
NKT (Nittis-Kumuzhya-Travyanaya) Project - Base metals mine relaunch adjacent
the Monchetundra project
Tier-1 scale Nickel deposit with JORC MRE containing: 305Kt Nickel, 143Kt
Copper, and 57 tonnes PGM and Gold (11.2Moz of Platinum equivalent) estimated
by Wardell Armstrong International (WAI) as JORC-compliant resources for a
step room and pillar mining operation, with nickel comprising half of the
value in the metal basket on a Net Smelter Royalty basis.
The NKT Project is being developed under license MUR 00950 BP.
A mine was successfully operated by Norilsk Nickel in the area, put on hold
because of low IRR at a Nickel price in the region of US$2/lb versus about
US$7.7/lb today(1).
Following receipt of the Monchetundra Flanks exploration license in August
2020, work commenced on collation of the very significant body of historic and
recent exploration and mining data available. Originally developed as early as
the 1930's, some further drilling was completed in the early 1990's.
Subsequently, further exploration programs were completed by SeveroNickel,
PechengaNickel, Kolskaya Mining Metallurgical Company (Kolskaya MMC), and more
recently a drilling program undertaken by Rosgeo from 2015 to 2017.
Eurasia commissioned Wardell Armstrong International to complete a JORC
analysis of the principal targets on the site during 2021 leading to
publication of an NKT Competent Persons Report describing the feasibility of a
room and pillar mining operation based on a 93,422kt (room-and-pillar mineable
ore per 2021 WAI CPR) with a total resource of Tier-1 scale: 305Kt of Nickel,
143Kt of Copper, 57 tons of PGM and Gold (11.2Moz of Platinum equivalent) - as
estimated by WAI as JORC-compliant resources. The net present value ("NPV")
using an 8.33% discount rate for the underground part of the NKT project is
$1.2bn under the WAI price forecast and $1.7bn under spot prices. The study
had an IRR of 47% with a payback period of 3 years.
The WAI report also included open pit optimisations for the project area and a
development program progressed to further detail the overall geometry of all
open pittable mineralisation throughout the project area but principally at
Kumuzhya, while also gathering additional information on underground mining
targets. Mineralisation presents in two principal categories throughout the
area, both of which contribute to both open pit and underground mineral
resources;
A. Shallow epigenetic/post-magmatic low sulphide nickel-palladium
disseminated and vein (chalcopyrite-pyrrhotite-pentlandite) mineralisation
more concentrated in the axis of the massif
B. Bottom lode syngenetic mineralisation (wider interval and lower
grade) occurring on the margins of the massif - Open pit and underground
mining potential.
(1 Nickel price history :)
(https://www.mining.com/markets/commodity/nickel/all/
(https://www.mining.com/markets/commodity/nickel/all/) )
Key performance indicators
Results for the year - the Group has made a loss before tax of £6,680,940 for
the year ended 31 December 2023 (2022: loss before tax of £7,230,088). The
single largest item causing this variation is the absence of revenue in 2022.
Shareholder return and share price performance. The Company's shares are
quoted on the AIM market of the London Stock Exchange and the shares have
traded at between 1.475p and 4.5p* (2022: 4.1p and 28.5p) during the year
under review. A range of factors both internal and external to the Company can
impact share price performance, including significant geopolitical
developments and uncertainty therein, commercial and new business
developments, operational performance and metal price and metal price
forecasting fluctuations. The ongoing conflict in Ukraine had a significant
effect on the Company's share price as investor perception was affected across
all business sectors.
Exploration and development.
The Group maintained sufficient funding to develop and expand operations
during the year reported.
The West Kytlim asset, following considerable investment over the past number
of years is considered by management to be fully capitalised and capable of
sustained production at current levels for a life of mine in excess of 15
years, excluding further resources and reserves to be defined in both the West
Kytlim Flanks and Typil license areas adjacent to the mining license.
A Definitive Feasibility Study ('DFS') for the Monchetundra project was
approved by authorities in 2023. No further significant expenses are forecast
for the Monchetundra project.
The NKT Project is being assessed either as a standalone mine relaunch
adjacent to the Monchetundra Project or with its reserves and resources
integrated with those at the Monchetundra Project for concurrent development.
No funds were raised in equity or debt capital markets and no warrants were
exercised in the period reported. Options were fully exercised by the
Executive Chairman to demonstrate his trust in and commitment to the Company.
No further options are outstanding.
( )
(*Based on yahoo finance closing prices for 01 January 2023 to 31 December
2023.)
Principle risks assessment
Environmental management: the Group has environmental policies in place and
receives annual approvals for development work at West Kytlim, where adherence
to the relevant environmental subsoil licensing laws is clearly stipulated.
All relevant codes in managing exploration programmes (specifically drilling)
are also strictly adhered to. Performance against environmental policies is
continuously monitored and annually audited including a provision for
environmental rehabilitation (note 28).
Health and Safety: the Group has occupational health and safety policies and
procedures in place ensuring that all efforts are made to minimise adverse
personal and corporate outcomes, through best practice training,
implementation and monitoring. These were appropriately reviewed including
appointment of a permanent health and safety office following supply of
high-voltage electric power and oversized machinery to West Kytlim. The
Group's LTIFR (Lost time injury frequency ratio) remains at zero for the year
reported.
Operational: The Group has achieved further milestones at each of the
Monchetundra, NKT and West Kytlim Projects during the year in review, as
discussed in the Operations section herewith. Key deliverables at each project
are the Definitive Feasibility Study approved at Monchetundra, and the ongoing
development program for the NKT project.
Governance: The Company followed the appointment of Artem Matyushok in May
2022 with two nominations to the Board in 2024. Artem brings significant
international mergers and acquisitions experience to the Board which now
comprises four Directors and an Executive Chairman. New appointments were made
to roles within key subsidiary Kosvinsky Kamen and the creation of a new
Country Manager role in May 2023.
The risks inherent in all mineral exploration and development businesses are
kept under constant review by the Board and the executive team. The risks
affecting the Group and the Company are described in detail in the Directors'
report and Notes 2 (Going concern) and 32 (Risk management objectives and
policies) to the financial statements. The principal operating risks affecting
the Group are highlighted below:
Exploration and project development risks
Mineral exploration presents an inherent risk in that information on in-ground
resources is both limited (quantitatively and qualitatively) and in most
instances expensive to obtain. This presents a challenge which if not properly
managed can lead to misallocation of exploration funds, not identifying
reserves and resources or, following discovery, not demonstrating the
economics of an ore reserve to accepted industry standards. The necessary
consents and approvals to conduct exploration and development work must also
be obtained and managed.
Mitigation: The Group maintains appropriate in-house expertise and
long-standing relationships with external consultancies in mining and
metallurgy to keep abreast of their changing requirements, and to make sure
all regulatory obligations are met and duly reported. Together these increase
the prospect of a successful outcome which is measured in terms of a project
meeting its licensing and reporting requirements and the overall financial and
other metrics of the project. The Board impress on senior management the need
to identify and address the major sources of execution risk in any development
project, and to continuously monitor diversion from schedules or targets.
Operating mine risks
Machinery breakdowns, departures from expected grade and other operational
risks may have a significant impact on revenue, which is a component of the
group's financial capacity.
Mitigation: Multiple areas are developed concurrently to mitigate risks of a
lower than calculated grade at any location. In-fill drilling and in pit
sampling are carried out as required, and in addition to resource definition
requirements. Most of the machinery and mine fleet is relatively new, having
been acquired from 2021 onwards. Skilled operators and mechanics were
appointed as required to operate and service this significant new item of
machinery at the mine site, as well as new health and safety protocols.
Political risk and sanctions compliance
In view of sanctions imposed on individuals and entities in Russia, from 2014
until the present time, further legal and economic risks may arise. Further
sanctions were imposed on Russia from late February 2022 and were subject to
further updates during 2022 and 2023.
Mitigation: Strict adherence to the Group's sanctions policy. The Group does
not engage with politically exposed or sanctioned persons or entities. The
Company employs expert legal advisors and continues to monitor updates to
international sanctions legislation focused on Russia and resulting from the
conflict in Ukraine to determine their effect on the businesses operations and
medium and long-term strategies.
Environmental
The Group's operations are subject to statutory environmental regulation,
including environmental impact assessments and permitting including forestry
permitting. The environmental legislation comprises numerous federal and
regional codes discussed further in the environmental report herewith. The
Group assesses the environmental impact when applying for permits and
licences. Review and approval of the rehabilitation plan is a pre-requisite of
the mine plan approval for each season of mining.
Mitigation: The Group mitigates risk to the operation arising from
environmental issues by strictly adhering to relevant environmental laws and
codes and by ensuring an appropriate plan for managing the environmental
impact of any operation is in place prior to commencement of on-site activity.
The West Kytlim mine, by nature of the relatively simple beneficiation methods
employed does not require management of hazardous mine and process plant
tailings within a tailings dam, as is necessary in large scale underground and
open pit mining operations.
The regulatory environment
The Company and the group's activities are subject to laws and regulations
governing various matters, including licensing, production, taxes, mine
safety, labour standards, occupational health and safety and environmental
protections.
Mitigation: The Group closely monitors all regulatory requirements and changes
to the laws, rules and regulation taking steps whenever necessary to comply
with regulation. The board considers the regulatory environment for mining
companies to be transparent, not more difficult than other jurisdictions,
sufficiently prescriptive and in general navigable for a company employing
sufficient expertise and resources to manage that aspect of its business.
Sanctions legislation has presented a new challenge to the Company which has
been met by the appointment of suitably qualified and UK based firm.
Commodity risk
A potential fall in commodity prices could result in it becoming uneconomic
for the Group to mine its assets.
Mitigation: The Group closely monitors the markets for platinum group metals
and battery metals, changes in their demand and supply, and the effect these
have on metal prices, with a view to taking necessary measures in response to
such changes, including stockpiling concentrate as has occurred during 2023.
The group continues to consider potential opportunities in other mineral and
energy industries which can diversify risk.
Demand for platinum group metals from their principal use - autocatalysts,
which reduce harmful engine emissions is perceived by market commentators to
remain strong as electric vehicle uptake is offset by tighter emissions
control for traditional internal combustion engine vehicles, and as PGM
continue to find application in emerging transport technologies such as Fuel
Cell Electric Vehicles. For further details see the PGM market summary section
at the front of this report.
Loss of key personnel risk
The loss of key personnel consists of the departure (voluntary or otherwise)
of an important employee, which will, in all likelihood, result in a financial
loss or increased expense to the small or medium business. The expenses may be
of a temporary or a permanent nature. These increased expenses relate to the
search for and hiring of a new employee, training costs for the new hire,
possible "signing" bonus and higher remuneration packages.
Mitigation: The Group takes measures to motivate and retain existing employees
and has retained a significant number of its senior management for more than
ten years. There is not currently a shortage of Mining industry personnel and
expertise and the Group is confident a suitable replacement could be found
should it be necessary to replace any key member of staff.
Financing risk
Historically, the Company has relied on international equity and to a lesser
extent debt capital markets to maintain adequate levels of working capital.
Mitigation: The Group maintains tight financial and budgetary controls as well
as cost controls which with forward planning help ensure the Company is
adequately funded to reach its objectives. The Russian assets' sale process is
in progress.
The Board considers risk assessment to be important in achieving its strategic
objectives. Further details of the Group's financial risk management policies
can be found in note 32.
Research and future development
The Group's activities during the year continued to be concentrated on
advancing mineral exploration projects through feasibility to mine
development. While developing its core projects as discussed in the Operations
Update the Company will continue to consider new directions for the business
in other minerals and energy markets globally.
Section 172 Statement
Company Background
Eurasia Mining Plc ("Eurasia" or the "Company") is a public limited company
incorporated and domiciled in the United Kingdom with its registered office at
International House, 142 Cromwell Road, London, SW7 4EF, United Kingdom. The
Company's shares are quoted on AIM, a market operated by the London Stock
Exchange Group plc. The principal activities of the Company and its
subsidiaries (the "Group") are related to international new energy metals and
new energy markets.
The purpose of the Strategic Report is to inform members of the Company and
help them to assess how the Directors have performed their duties under
section 172 of the Companies Act 2006 (duty to promote the success of the
Company).
The Board is ultimately responsible for the direction, management, performance
and long-term success of the Company. It sets the Group's strategy and
objectives, considering the interests of all its stakeholders. A good
understanding of the Company's stakeholders enables the Board to factor the
potential impact of strategic decisions on each stakeholder group into a
boardroom discussion. The Board considers the Company's purpose, vision and
values together with its strategic priorities in arriving to Board decisions.
Board resolutions are always determined with reference to the interests of the
Company's shareholders as well as its employees, its business relationships
with suppliers and customers, and the impact of its operations on communities
and the environment. This statement serves as an overview of how the Directors
have performed this duty during 2023 and engaged with the Company's key
stakeholders to help to inform the Board's decision-making.
The conflict in Ukraine presented many challenges to the Company and the Group
of Companies. Despite challenges, the Group's overall progress, following from
Board decision making, is demonstrated by progress at each of its key projects
through the year in review to progress the sale of the Russian assets.
The Board acknowledges that there is a legal requirement for the Company to
report on how the Board and its Committees have considered the requirements of
s.172 of the Companies Act 2006 in their decision making. These are here
considered under the following headings.
1. The likely long-term consequences of any corporate action or
decision;
Two of the Group's key assets have been progressed from discovery and
early-stage exploration through feasibility and the Board recognises the time
scales on which Projects of this type are developed to return value on
investment (The International Energy Agency has estimated an average of 16.9
years to take a mining project from discovery through feasibility to
production(1)). The Board also recognises that a life of mine often extends
beyond the tenure of all personnel and executives and plans accordingly. Mine
plans at West Kytlim, include budgets and schedules for remediation of mined
out areas.
The Board remains committed to progressing a sale-of-assets process as
described elsewhere in this report.
2. The interests and professional development of the Company's
employees;
Staff are encouraged to maintain their professional credentials and the
Company meets annual subscriptions to professional bodies on behalf of its
employees as well as, from time to time, tuition fees for short- and
longer-term studies, and attendance fees for industry events.
3. The need to foster business relationships with suppliers, customers
and other stakeholders;
The commercial reputation of the Group and each group Company is recognised as
critical to the Group's future success. The group employs local workers,
contractors and suppliers wherever possible and maintains a network of
contacts in the industry and values long standing commercial relationships
with consultants and contractors.
4. The impact of the company's operations on the communities adjacent its
projects and the environment;
Rehabilitation plans are submitted as a necessary aspect of all mineral
industry statutory reporting instruments and these ensure a mine site is
returned to its previous land use following mining.
5. The desirability of the Company to maintain a reputation for high
standards of business conduct and corporate governance;
The Company applies the Quoted Companies Alliance code and considers its
Corporate Governance responsibilities under their 10 guiding principles (see
Directors Responsibilities section). The Company also maintains an extensive
internal body of policy and procedures documentation which is regularly
updated and strictly adhered to. Where necessary the Company has resort to its
Nominated Advisor and Corporate legal advisors on matters concerning the UK
regulatory environment, corporate law and top-tier corporate governance
standards.
6. The need to treat all members of the company fairly and equitably.
No individual shareholder/ member has greater influence, rights (excepting
voting rights) or obligations than any other shareholder.
(1
https://www.iea.org/data-and-statistics/charts/global-average-lead-times-from-discovery-to-production-2010-2019)
Christian Schaffalitzky
Executive Chairman
Environmental, social and governance
Introduction
Environmental, Social and Governance priorities are a clear focus of the
mining industry generally and increasingly mining industry investors. The
Board welcome changes to the international mining landscape particularly with
respect to environmental responsibility, and the example being set by industry
majors in setting net zero emissions targets, as well as developments in
international reporting standards to ensure adequate reporting mechanisms. The
Company's West Kytlim operation has undergone significant changes in energy
usage which will determine its future environmental impact. With the
Monchetundra Project on Kola in pre-mine development, the Board feel it is
premature for the Group to set a net-zero emissions target but has taken steps
to commence appropriate environmental reporting going forward.
This section of the report describes how Directors consider and adopt
principles of corporate governance, as well as environmental and social
governance and apply them through the group of Companies while achieving
corporate objectives and ensuring the overall direction, supervision and
accountability of the organisation. Other key aspects of Corporate Governance
within this report are;
· The Section 172 Statement (Strategic Report above) describes how
Directors promote the Company for the benefit of members as a whole;
· Financial and non-financial Key Performance Indicators which are
outlined to measure performance of the board year on year; and
· Principal Risks and Uncertainties demonstrate an awareness of
potential obstacles to achieving corporate goals.
The Board has adopted the QCA Corporate Governance Code (2018) ("QCA Code")
and strives to follow its 10 principles to the fullest extent possible.
Directors consider the West Kytlim operation, one of the largest mines of its
type in the world, to be an opportunity to demonstrate a potential new style
of lower emissions PGM production, competing with other global sources of PGM
in terms of CO2/oz metal produced as well as long term environmental
disturbance. The Group ensures the land disturbed by mining activities is
returned, post mining, to a safe and stable landform. Rehabilitation plans set
out land and forestry is managed with an equal amount of forest planted as is
removed for mining. Open pits are infilled with the overburden removed prior
to mining, top-soil is replaced and the land regenerates over a period of five
to ten growing seasons.
Environmental report
West Kytlim
The area developed at West Kytlim will itself be replanted with appropriate
local species and will recover to its pre-mine condition within 5 to 10 years
following mining.
Surface mining requires significant disturbance of the upper layers of topsoil
and river sediment terraces which are removed to allow access to mineral
bearing gravels. These areas are then scheduled for remediation following
mining.
Water is a key resource in any stable natural environment. Process water at
the mine site is derived from river water and is fully recirculated meaning
the water used to disintegrate and beneficiate pay gravels is continuously
recycled in a closed loop maintained separate to any free-flowing water
course. This hydro infrastructure of damns, roads and ponds is constructed as
required at washplant sites in the mining area. There have not as yet been
cases of contamination of rivers or streams in the areas under development in
the year under review or in previous years. Tails from the mining operation do
not contain hazardous chemicals but do include large volumes of sediment and
clay, which could damage the ecosystem in a natural river course if not
correctly managed. Several relatively small specially protected water
environments are defined within the mine license and particular care is taken
to not disturb these areas.
Waste management
The tailings of alluvial mining do not contain any hazardous substances as no
chemicals are used in the beneficiation process which is driven by gravity and
hydro-mechanical operations. Measures are taken at site to ensure mine site
water is maintained in a closed loop separate from river courses.
Air emissions
The switch to electric powered draglines as the key machine component for
overburden stripping will remove a significant amount of the vehicle emissions
associated with overburden stripping. Tracked and heavy machinery on site
complies with the latest accepted emissions standards having mostly been
purchased new and is specified to the latest environmental compliance
standards.
Social
Relationship with the local community
Consultation
Giving notice of pre-approved and permitted work such as the West Kytlim Power
line project, and receiving feedback from the local community who may be
affected is a key element of good community relations. No impact on local
communities or their activities has been identified at the West Kytlim Mine
which is situated in an area of unpopulated wilderness without nearby farming
operations. The Monchetundra operation adjacent the town of Monchegorsk is
located in a mining friendly jurisdiction with mining and metallurgical
processing being the largest employer in the town and district.
Health and Safety report
During 2023 and in the year to date there have been no injuries or accidents
on operational sites. Health and safety protocols have been upgraded at the
West Kytlim mine site following the arrival of electric draglines and high
voltage electricity. Appropriate HSE is available to all employees and its use
closely monitored. Signage is a key element of safety awareness which is
maintained by the mine site Health and Safety Officer. The highest risk
situations are during construction and assembly of various components of the
washplants and their peripherals as no on foot presence is required in pit
during excavation, and no drilling and blasting required prior to digging.
Maintaining best-in-class Environmental, Social and Governance position
remains a key focus
OUR MINE SITES ARE ENGAGED WITH LOCAL COMMUNITIES
· Consultation - A key aspect of community involvement for high
impact projects.
· All mine workers and equipment operators are local (within 70km
area), Project companies registered locally and taxes are paid locally.
· The mine has a sustainability focus - for example most mine
building structures and interiors are constructed from timber milled on site
and move to electric power.
ENVIRONMENTAL PROTECTION IS FRONT OF MIND
· Minimise impact - Surface mining with limited remnant waste and
tails heaps
· Limit use of concrete, steel and asphalt at the mine site
· Rehabilitate - Eurasia is committed to ensuring the land
disturbed by mining is returned to a safe and stable landform with no
long-term damage to the environment or eco system
· Rehabilitation plans envisage works impacting local climate,
geochemistry of soils, fertility, degree of disturbance, specific landscape
and topography features
· GHG emissions reduction - Installation of electric draglines
powered by mains hydro-derived electricity
OVER 20 YEARS' EXPERIENCE
· Building robust partnerships and developing industry contacts
· Leveraging an in-depth knowledge of the licensing system in
partnership with support from expert international technical consultants
· Group companies maintain strong contacts base amongst machinery
suppliers, contractors, industry consultants, and sub-soil licensing
professionals
Christian Schaffalitzky
Executive Chairman
Directors report
Directors
The Directors who served during the period were:
Christian Schaffalitzky - Executive Chairman
Anthony James Nieuwenhuys - Chief Executive Officer (retired July 2023)
Tamerlan Abdikeev - Executive Director
David Iain Rawlinson - Non-Executive Director
Kotaro Kosaka - Non-Executive Director
Artem Matyushok - Non-Executive Director
Directors serving at the reporting date:
Christian Schaffalitzky, appointed October 2002.
EurGeol, FIMMM, PGeo, CEng. Christian has over 45 years' experience in mineral
exploration and development. From 1984 to 1992, he founded and managed the
international minerals consultancy, CSA Group, now CSA Global. He was also a
founder of Ivernia West plc, where he led the exploration and discovery of the
Lisheen zinc deposit in Ireland. Christian is also a non-executive director of
MetalNRG.
Kotaro Kosaka, appointed December 2021.
Kotaro holds a master's degree from Stanford University (USA) as well as a BA
Degree from Keio University (Japan). Following 15 years in management roles
with Mitsubishi Corporation, Kotaro has focused on his chairman role at Kono
Foundation, Japanese business executives of Industrial Technology Investment
Corporation (Taiwan) amongst other interests. He is a specialist of marketing
and business development in East Asian Regions.
Artem Matyushok, appointed May 2022.
Appointed 16 May 2022 Artem has served in senior Mergers and Acquisitions
roles with major resource companies and has amassed 20+ years' experience in
the Energy & Natural Resources sector ranging from the start-up
operational environment to the corporate division of a major FTSE 100 company.
Artem is PhD in Economics and CIMA (UK) qualified and is a former Shell
alumnus, in recent years expending his focus on Energy Transition and
Decarbonisation.
Iain Rawlinson, appointed May 2020.
Iain is an experienced board director and a corporate strategy consultant. He
has a law degree from Cambridge University, is a qualified barrister, and
prior to taking up several Board appointments was a corporate financier with
Lazard in UK and Flemings in UK and South Africa. Iain's independent board
appointments in the corporate sector include Lithic Metals and Energy PLC
(2007 to 2009), Dana Petroleum PLC (2005 to 2010), The Monarch Group (2009 to
2014), and Parkmead Group PLC (2010 to 2020).
Tamerlan Abdikeev, appointed April 2021.
Tamerlan holds a master's degree in international relations and modern
Japanese Studies from Oxford University and has held a range of positions in
finance houses with an Asian and European focus including corporate planning
at the State Street Bank and business development director at United
Investments Japan. In 2005 Tamerlan joined PIMCO, a global investment
management firm with more than US$2.21 trillion in assets, establishing the
company's Hong Kong office in 2006. Later he relocated to PIMCO Europe in
Munich, assuming responsibility for regional business development covering CIS
and Eastern European markets.
Directors' interests
Share interests
The Directors of the Company active at 31 December 2023 held the following
beneficial interests (including interests held by spouses and minor children)
in the ordinary shares of the Company:
31 Dec 2023 31 Dec 2022
No. of shares No. of shares
C. Schaffalitzky 95,569,517 89,569,517
Total 95,569,517 89,569,517
Options were exercised by the Executive Chairman in 2023 to demonstrate his
trust in and commitment to the Company. (2022 - nil). No further options are
outstanding.
Dividends and profit retention
No dividend is proposed in respect of the year (2022: nil) and the retained
loss for the year attributable to the equity holders of the parent of
£5,484,067 (2022: loss of £5,840,245) has been taken to reserves.
Share capital
The issued capital of the Company as at 31 December 2023 was:
Number of shares Nominal value Share premium account
Fully paid ordinary of shares at 0.1 pence each 2,864,559,995 2,864,560 51,343,268
Deferred shares of 4.9 pence each 143,377,203 7,025,483 -
3,007,937,198 9,890,043 51,343,268
Risk Management
The Directors consider that assessing and monitoring the inherent risks in the
exploration and mine development business, as well as other financial risks,
is crucial for the success of the Group. The Board regularly reviews the
performance of the Company's projects against plans and forecasts. Further
detail on management of financial risks, which includes foreign currency,
interest rate, credit, liquidity and capital risks are set out in Note 32.
Going Concern
The going concern position of the Group covers period of not less than 12
months from the date of signing of this annual report (the "Review period").
As at 31 December 2023, the Group's net current assets amounted to £4,384,398
(£5,883,581 in 2022). As at the same date, the Group's cash balance was
£1,318,065 (£1,009,908 in 2022).
The asset value of the concentrate stockpile to date is approximately £5
million (see below).
The Group's debt consists of (i) borrowings of £44,014 (at 31 December 2022 -
nil) and (ii) lease liabilities in relation to the acquisition of mining
machinery for a total amount of £164,144 (at 31 December 2022 - £348,269).
New Trade Finance Facility
As also announced on 6 September 2024, in order to finance its liabilities
outside Russia, (the Company currently has a limited cash runway in the United
Kingdom due to the expected timing of receipts of proceeds in UK from the sale
of concentrate in Russia), the Company has entered into a trade finance loan
("TFL") facility with Sanderson Capital Partners Limited (the "Lender") in the
total amount of up to £2,500,000 to be used for working capital and general
corporate purposes until the inventory of PGM concentrate or the Companies'
assets are sold.
Christian Schaffalitzky, the Company's Chairman, has pledged 94,619,517 of his
ordinary shares in the Company as collateral for the TFL. The TFL is interest
free and is repayable twelve months from the date of the agreement or such
other date(s) as the parties may agree.
The TFL may be drawn down on the following basis: £250,000 immediately;
£750,000 on or around 24 September 2024; £500,000 following the Company
listing its shares on an additional Recognised Exchange; and the balance of
the Loan (being tranches 4 and 5) subject to the Company entering into a term
sheet to sell its Russian assets and signing of a share purchase agreement on
such a sale (of which there can be no guarantee).
As noted above, the proceeds will be used for working capital and general
corporate purposes of the Company and its subsidiaries, as determined by the
Company at its sole discretion. It is a term of the TFL that the Company will
not pay any compensation to any its directors, other than costs or expenses
incurred on behalf of the Company, whilst any part of the trade finance
facility is still outstanding.
The Lender has agreed that it will not elect to convert any of the TFL to
shares in Eurasia during the first 90 days the TFL is in place.
The grant of the warrants and any issue of new shares pursuant to the TFL is
dependent upon the approval of share issuance authorities at the Company's
next Annual General Meeting, details of which will be announced shortly.
Further sources of finance
In addition to the TFL detailed above, the Directors are currently focused on
the various other sources of funding to ensure that the Group has sufficient
financial resources to continue as a going concern for a period of not less
than twelve months from the date of the signing of these financial statements.
The Directors have prepared detailed bottom-up financial forecasts to address
these various scenarios for the Group's operations. The forecasts for the
current mining operations in Russia show that sufficient cashflow is expected
to be generated in Russia to finance the operating costs of its operations,
expenditure across other parts of its asset portfolio and to keep the projects
in good standing.
Under the terms of the TFL, an amount of £1.5 million from tranches 3, 4 and
5 is dependent on the occurrence of future events (completion of a dual
listing and sale of assets). The Board has been working on the materialisation
of one or more of these events.
If these events do not materialise, the Directors are aware that the current
cash and liquid investments reserve funding following the signing of the TFL
may need to be supplemented during the Review Period.
Accordingly, alongside working on these future events noted above, the
Directors are also focused on the sale of concentrate from the stockpile as
the principal source of additional financing - which the directors are
confident of being able to implement within the required going concern
timetable (i.e., before the time when such additional funding is required):
(a) The Group currently has an inventory of PGM concentrate, which has been
retained in a safe vault covered by insurance. The concentrate (as of 27
August 2024) has a total net weight of 239 kg and a realisable value of not
less than £5 million (not including the value of Osmium and Ruthenium
contained in the concentrate).
(b) The Company's subsidiary is in advanced negotiations with a number of
parties to realise this value in the near future that should also include
credits for Osmium and/or Ruthenium (not included in the value stated above).
(c ) These funds will be used to support working capital of the Group's
operations in Russia and UK.
(d) The Remittance of funds from Russia to the UK is permissible under the
current banking and sanctions legislation.
In addition to the above, various other measures are available to the Company
to support its working capital position:
· Operations of the Company's subsidiary at West Kytlim
The Group's mining operations in West Kytlim mine were running at reduced
capacity at the start of the mining season, mostly focused on stripping
activity powered from hydroelectric source with very significant reduction in
diesel and labour costs. The Group will continue to monitor and reduce mining
operating costs when necessary.
· Expenditure on Monchetundra asset
The Group has spent £912,820 on a development programme for the Monchetundra
asset during 2023 in preparation for its ultimate development. No further
significant outgoings have been budgeted for this asset, as the EPCF structure
put in place assumes deferred payment after the launch of the asset.
In addition to the above, the Group has the ability to manage and where
required, reduce expenditure as needed.
Additional sources of funding
In addition to the TFL, the Company is also due VAT refunds totalling £0.323
million which is expected from HMRC. The Company's subsidiary in Russia has
also secured a long-term loan facility of US$1.3 million to be used for
working capital purposes.
The Company's cash reserves outside of Russia are held in GBP and USD accounts
and therefore not directly or indirectly exposed to Rouble foreign exchange
fluctuations.
Basis of preparation of the financial statements and disclosure
The financial statements for the year ended 31 December 2023 have been
prepared on a going concern basis, which assumes that the Group has access to
funding which will meet its cashflow requirements during the Review Period.
The Directors remain confident of the Group's ability to finance its
activities in the Review Period through a combination of the TFL, the sale of
concentrate from the stockpile, and the occurrence of the future events noted
above.
Accordingly, the financial statements have been prepared on a going concern
basis as the Directors are of the opinion that the Group has sufficient funds
to meet ongoing working capital and general corporate expenses.
The financial statements do not include any adjustments that might result if
the Group were unable to continue as a going concern.
2023 Events and sanctions compliance
The Group's assets are located in Russia. From 2022 additional sanctions to
those which had existed since 2014 are being imposed on certain activities,
entities and individuals connected with Russia, which continue to evolve and
which are being carefully monitored by the Company in accordance with its
sanctions compliance policy, and with the assistance of its external legal
advisers. While Eurasia is not an entity connected with Russia, the Company
has satisfied itself that neither of its current activities are prohibited
under US, UK or EU sanctions rules. Furthermore, the Company does not engage
and has not engaged with any sanctioned persons/ entities or agencies.
Sanctions introduced by the Russian Federal government have also not affected
the Company, although this is being closely monitored. The Company closely
monitors all regulatory requirements and changes to the laws, rules and
regulations, taking steps whenever necessary to ensure compliance with new
legislation.
Debt and equity capital markets are expected to remain as options for the
Company going forward.
Directors have concluded that the combination of the above factors, with
account of the current applicable sanctions regimes, support the Board's
opinion that it has a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future,
which management has determined to be at least 12 months from the signing of
this Annual Report.
The Board therefore believes it is appropriate to adopt a going concern basis
in preparing the Annual Report and Accounts.
Directors Responsibilities statement
The Directors are responsible for preparing the Strategic report and the
Directors' report.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors must prepare the financial
statements in accordance with UK adopted International Accounting Standards
and in accordance with the Companies Act 2006. Under company law the Directors
must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs and profit or loss of the
Company and Group for that period. In preparing these financial statements,
the Directors are required to;
• select suitable accounting policies and apply them consistently;
• make judgements and accounting estimates that are reasonable and
prudent;
• state whether applicable accounting standards have been followed,
subject to any material departures being disclosed and explained in the
financial statements;
• prepare the financial statements on a going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time, the financial position of the Company and
Group and enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of
the Company and Group and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors confirm that: so far as each Director is aware there is no
relevant audit information of which the Company's auditor is unaware; and the
Directors have taken all the steps that they ought to have taken as Directors
in order to make themselves aware of any relevant audit information and to
establish that the Company's auditor is aware of that information. The
Directors are responsible for the maintenance and integrity of the corporate
and financial information included on the company's website. Legislation in
the United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Revenue
No revenue was received in 2022 or 2023 apart from £2.07 million generated
from a test sale of the concentrate produced at the mine, in compliance with
sanctions regulations and to confirm the net realisable value of the inventory
as set in this annual report. In prior years revenue was generated from sale
of pure metals refined from the concentrate. Historically, revenues generated
by the Group have been from sale of refined metals. Refinery receipts record
the parameters of metal sales priced individually for platinum, gold and other
metals at respective market rates, throughout the mining season.
Directors Indemnity
The group maintains Directors and Officers liability insurance as an indemnity
provision renewed annually.
Corporate Governance
Eurasia Mining applies the QCA Code as a Corporate Governance framework to
ensure adequate corporate governance standards for the current business and
mindful of how the business will evolve in-line with its corporate strategy
and business goals. The QCA Code's ten principles describe how the code should
be applied to any company.
Eurasia has established a strategy designed to promote long-term value and a
return on investment for its shareholders, a strategy which also aims to build
the Company to an increasingly profitable enterprise while maintaining good
corporate governance and social and environmental responsibility standards.
Delivering Growth
Eurasia has established a strategy designed to promote long term value and a
return on investment for its shareholders, a strategy which also aims to build
the Company to an increasingly profitable enterprise while maintaining good
corporate governance and social and environmental responsibility standards.
Principle 1:
Strategy
The Company's strategy is to self-fund exploration and development of
marketable resource and energy projects in various commodities, and to realise
a return on investment, either by carrying the project through feasibility to
commissioning or by straightforward sale at any stage of development. The
Company recognises that all project development expenditure adds value to a
project by increasing its resource and reserve base. Risk to further
investment in development expenditure, or in mine development, is also reduced
as resources are moved to lower risk categories. The Company has adopted a
dual strategy of both project development towards mining, while also investing
significant resources in active high-level mergers and acquisitions activity.
The Company adapts this strategy in response to external stimulus such as
geopolitical events.
The Company is focused on selling its assets in Russia while maintaining
corporate governance principles in line with the QCA Code. The key commitments
and challenges in adhering to the QCA's 10 principles are set out below.
Principle 2:
Understanding shareholders
Eurasia seeks to maintain open, direct and two-way communication with its
shareholders through various media including press releases, the Company
website, interviews and industry events. The Company employs public relations
professionals and maintains third-party contracts as required to better
disseminate Company news-flow. Through shareholder feedback the Company
ensures that it remains in touch with the information requirements of
shareholders, their expectations regarding their investment, and the
motivation behind their voting decisions. Director's consider shareholder's
expectations to be correlated with that of the Company and the Company's
strategy. The Company aims to update on key operation and commercial events as
appropriate and the Board recognises that shareholders require complete and
timely information as a necessary input to their investment decisions. Working
with its Nominated Advisor the Company maintains strict adherence to the AIM
rules for Companies.
Principle 3:
Stakeholders and social responsibility
Experienced and knowledgeable long-standing employees and service providers
are a recognised key asset within the Company and our Corporate Governance
principles seek to cultivate a productive and fulfilling working environment
within the Company and the Group of companies. Our mining and other operations
are a further key asset and attention is paid to how these operations engage
with society and the various stakeholders important to the project's
continuous success. Any issue arising from any stakeholder will immediately be
dealt with or communicated to the required level to allow for action to be
taken. No material events have occurred in the history of the mining operation
and where an issue may arise it is reported in full to senior management and
Directors. Managing relationships within the Company's workforce, and its
outward interactions with local communities, service providers, and the
environment, all have the potential to impact on the Company's ability to
achieve its medium to long term goals - managing these relationships is
considered a fundamental facet of good Corporate Governance operating at
project level.
Principle 4:
Risk management
The leading risks at operational level relate to the reliability of our
resource and reserve estimations and our ability to manage the mining
operation to achieve its goals. These risks are mitigated by ensuring
qualified and knowledgeable personnel are employed and that they are
adequately resourced and supported by effective management. Resource
exploration involves inherent risks stemming from the fact that information
relating to the mineralisation is not immediately available and is expensive
to obtain. Recognising this risk and then managing it effectively is a
critical aspect of a successful resource exploration and development business.
The Company's annual audit provides an opportunity to reassess the key risks
facing the business at both a corporate and operational level (see principal
risks and uncertainties herewith). These are agreed by directors and
delineated and audited on an annual basis, thus ensuring adequate recognition
and articulation of each risk category.
Principle 5:
Maintaining a dynamic management framework
The Board consists of a Chairman and Managing Director supported by three
non-executive Directors. The Board aims to maintain two independent
Non-Executive Director positions at all times. At the date of this revision
Iain Rawlinson, Artem Matyushok and Kotaro Kosaka are considered independent
Non-Executive Directors. In addition, the board maintains appointments made as
strategic advisors with the Mergers and Acquisitions Officer role recognised
as pivotal in the current overall strategy.
The board meets when an executive decision requires board approval, and in any
event no less than once per six-week period. Board members are regularly
consulted on executive decisions which would benefit from specific input
relevant to a board members area of expertise. All board members are aware of
and comfortable with the time and resource requirements associated with their
position. Relevant information relating to a board discussion is prepared and
circulated in advance of board meetings. An attendance record for each
director is maintained and annualised for distribution within the board.
Separately, the Company secretary, is considered a key position necessary in
preserving a functional and ergonomic management framework within the Company
and good communication across the Group of companies.
Principle 6:
Experience and skills
The board has an effective combination of commercial and technical experience,
being led by a chair with a strong background in geology, who is supported by
non-executive directors with commercial, legal and mergers and acquisitions
experience in a range of markets and jurisdictions. Board members retire on a
fixed rota and declare themselves eligible for reappointment by shareholders
at the Company's AGM.
The board considers the skill sets within the current board to be sufficient
for the successful running of the business, and the delivery of the stated
corporate strategy and goals through the medium to long term, however further
appointments may be made in due course. In addition, where more specialised
skills are required, the board has access to a network of individuals and
organisations with whom it can consult for further information. This can
include input to operational decisions relating to the Company's operating
mine, or advice of a commercial nature. Each board member's long-standing
career in the industry is invaluable in this regard. Continuing Professional
Development ('CPD') and membership of institutions which promote best practice
in industry is encouraged in all board members, though not compulsory to board
membership. As an example, the professional accreditations PGeo ('Professional
Geologist', Institute of Geologists of Ireland) and EurGeol ('European
Geologist', European Federation of Geologists), attained by the Executive
Chairman, are maintained by adherence to a programme of CPD activities.
All board members regularly attend industry events and conferences to keep
abreast of developments in their area of expertise. No one board member, or
group of board members, dominates decision making within the Board.
Principle 7:
Board performance
The Remuneration Committee, whose membership is considered annually is
responsible for evaluating the performance of the executive directors. As
mentioned above board members retire on a fixed rota, and efforts are made
with regard to succession planning and appointment of new board members.
The appointment process involves; assessment of suitability based on
qualifications and work history, due diligence by the Company and its
Nominated Adviser, a series of meetings with board members and key personnel,
and finally contract negotiation and appointment. Board evaluations are
internal to the Company and on an ad-hoc basis, as befits the small scale of
the Company currently, but not less than once per year at the time of the
Company AGM. Adhering to the Company's strategy, achieving the Company's
goals, and maintaining good corporate governance standards are the three most
prominent identifiers by which board effectiveness is evaluated. Board
evaluations are not currently made public, and it is the Company's intention
to reconsider this position and ensure continued compliance with the Code as
the Company develops.
Principle 8:
Values
The Company is founded on a culture of following and promoting the highest
ethical standards with regard to its commercial transactions, business
practices, strategy, internal employee relations and outward-facing
stakeholder and community relationships. The Company is incorporated and
domiciled in the UK and governed by the laws of England and Wales and its
corporate culture and values extend from PLC level throughout the organisation
irrespective of jurisdiction. An ability to recognise and promote good ethical
values is seen throughout the organisation as an asset to an employee,
potential employee or board member. The current board members have been chosen
with awareness of the Company's corporate culture and the Company's ethical
standards in mind - new board appointments are also considered in this light.
Corporate culture, and high ethical standards with regard to business
practices are considered a critical element in attaining the Company's
strategy and goals and these standards are reinforced through the nominations
and staff appraisal process. High standards of ethics create a competitive
advantage for the Company and are a core element of the Company's business
model, as they ensure the Company's long-term sustainability. Eurasia is an
equal opportunities employer, and the Board has recognised a lack of board
diversity which it intends to address.
Principle 9:
Governance
Maintaining governance structures that are fit for use as the Company evolves
in size and complexity is an essential element of good corporate governance.
Maintenance of the corporate governance code is the sole remit of the
Chairman, who instigates changes in policy, and ensures the code is applied
throughout the organisation. Non-executive directors are appointed and
participate in all board level decisions and also provide scrutiny and
oversight of the executive director's roles. The board's non-executive
directors are each skilled in different aspects of commerce, law, finance and
the UK regulatory environment, with a combined breath of experience across
various markets, commodities and jurisdictions. They communicate regularly
with the Chairman and executive directors and provide reliable advice in their
areas of expertise. The terms and functions of the audit and risk,
remuneration and nomination committees are set out below. The Company
Secretary is available to non-executive directors to support their information
requirements and decision making and reports directly to the Chairman.
Audit and Risk Committee
The Audit and Risk Committee may examine any matter relating to the financial
affairs of the Group and the Group's audits, this includes reviews of the
annual financial statements and announcements, internal control procedures,
accounting procedures, accounting policies, the appointment, independence,
objectivity, terms of reference and fees of external auditors and such other
related functions as the Board may require. The external Auditors have direct
access to the members of the committee, without presence of the executive
Directors, for independent discussions. Several Audit and Risk Committee
meetings are held during the year, prior to and during the annual audit; and
to approve Interim and Annual Financial Statements. The Audit and Risk
Committee opines on whether accounts are in compliance with UK adopted
International Accounting Standards.
The Chairman of the Audit and Risk Committee is Iain Rawlinson, and the
committee comprises Iain Rawlinson and Christian Schaffalitzky. The Audit and
Risk Committee is guided by company policy and procedure including the Audit
and Risk Committee terms of reference.
Remuneration Committee
The Remuneration Committee determines the terms and conditions of employment
and annual remuneration of the executive Directors and senior staff. It
consults with the Executive Chairman, takes into consideration external data
and comparative third-party remuneration and has access to professional advice
outside the Company.
The Chairman of the Remuneration Committee is Iain Rawlinson and the committee
comprises Iain Rawlinson and Tamerlan Abdikeev.
The key policy objectives of the Remuneration Committee in respect of the
Company's executive Directors and other senior executives are to ensure that
individuals are fairly rewarded for their personal contribution to the
Company's overall performance, and to act as an independent committee ensuring
that due regard is given to the interests of the Company's Shareholders and to
the financial and commercial health of the Company. Remuneration of executive
Directors comprises basic salary, discretionary bonuses, participation in the
Company's Share Option Scheme and other benefits. The Company's remuneration
policy with regard to options is to maintain an amount of not more than 10% of
the issued share capital in options for the Company's management and employees
which may include the issue of new options in line with any new share issues.
The Remuneration Committee is guided by company policy and procedure including
the Remuneration Committee terms of reference.
Nominations Committee
The Chairman of the Nominations Committee is Christian Schaffalitzky and the
committee comprises Christian Schaffalitzky and Iain Rawlinson. The committee
convenes at a minimum twice annually to consider board composition, and, if
considered necessary, seek further appointments. The committee is conscious of
a need for board diversity when considering future appointments. The
Nominations Committee is guided by company policy and procedure including the
Nominations Committee terms of reference.
Principle 10:
Build trust
The Board seeks to maintain both direct and two-way communication with its
shareholders through its public and investor relations programmes. All
shareholders may at their discretion chose to attend the Company AGM either
virtually or in person. The Company employs Public Relations and Investor
Relations professionals and maintains several third-party contracts to better
disseminate Company news-flow. Through shareholder feedback the Company
ensures that the Board's communication of the Company's progress is thorough
and well understood. A clear statement on the outcomes of board resolutions is
communicated immediately after the Company's AGM by RNS and posted to the
Company's website. This includes a summary of votes for and against the
resolutions put before the shareholders, and where a significant number of
votes is cast against a resolution this is clearly stated, with an explanation
as to possible remediation regarding that voting. A catalogue of historical
annual reports and AGM notices is maintained at an appropriate location on the
Company's website.
Matters which are reserved strictly for the consideration of the board
include, but are not limited to, discussions and decision on Company strategy,
major investment decisions in new business development, commercial
arrangements including funding requirements, high-level decisions on
distribution of funds, and recruitment or dismissal of senior personnel and
board members. The above outline of the Company's corporate governance
framework befits the current scale of the Company but will be subject to
appropriate modifications as the Company grows in line with its stated
strategy.
An annual review of the corporate governance framework outlined above is
undertaken at the board meeting preceding or directly following the Company's
AGM. Changes considered to the current corporate governance framework, to be
assessed in due course, include further appointments to the board, and
establishing independent bodies to review and assess board performance.
UK Code on Takeovers and Mergers: Eurasia Mining is subject to the UK City
code on takeovers and mergers, which was revised and extended to apply to all
companies listed on the AIM market in October 2013.
Auditors Grant Thornton are willing to continue in office and a resolution
proposing their re-appointment as auditors of the Company and a resolution
authoring the Directors to agree their remuneration will be put to
shareholders at the Annual General Meeting.
By order of the Board
Anna Price
Company Secretary
6 September 2024
Independent auditor's report to the members of Eurasia Mining plc
Opinion
We have audited the financial statements of Eurasia Mining Plc ("Company") and
its subsidiaries (the "Group''), which comprise the Consolidated statement of
profit or loss and other comprehensive income, the Consolidated and Company
statements of financial position, the Consolidated and Company statements of
changes in equity, the Consolidated and company statement of cash flows for
the year ended 31 December 2023, and the related notes to the financial
statements, including a summary of material accounting policies.
The financial reporting framework that has been applied in the preparation of
the financial statements is applicable law and UK-adopted international
accounting standards (UK-adopted IAS).
In our opinion, Eurasia Mining Plc's consolidated and company financial
statements:
· give a true and fair view in accordance with UK-adopted IAS of the
assets, liabilities and financial position of the Group and the Company as at
31 December 2023 and of the Group's financial performance and the Group and
Company cash flows for the year then ended; and
· have been properly prepared in accordance with the requirements of
the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) ('ISAs (UK)') and applicable law. Our responsibilities under those
standards are further described in the 'Responsibilities of the auditor for
the audit of the financial statements' section of our report. We are
independent of the Group and Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the
United Kingdom, including the FRC's Ethical Standard and the ethical
pronouncements established by Chartered Accountants Ireland, applied as
determined to be appropriate in the circumstances for the entity. We have
fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of going concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the validity of the directors'
assessment of the Group and Company's ability to continue to adopt the going
concern basis of accounting included:
· Evaluating management's future cash flow forecasts for the period of
not less than twelve months from the signing of the annual report,
understanding the process by which they were prepared, and assessed the
calculations are mathematically accurate.
· Challenging the underlying key assumptions such as expected
significant cash inflows, outflows and other operating expenses.
· Making inquiries about management's plans and available written
communication with commercial partners for sale of raw platinum concentrate to
generate significant revenue for the Company and the Group and obtained an
understanding on how the future expenditure at the West Kytlim mine and other
assets will be funded.
· Making inquiries on management's plans in relation to mining plan
being put in place including the level of operating costs and obtained an
understanding of how the 2024 and 2025 operations at the West Kytlim mine will
enable to generate revenue for the Company and the Group.
· Assessing and validating the impact of post year cash inflow sources,
commitments, and funding from other sources, including a trade finance loan
facility.
· Reviewing the board minutes confirming that the Directors will defer
the receipt of their salaries until such time these costs can be repaid
without resorting to short-term finance being put in place to pay third
parties.
· Assessing the completeness and appropriateness of management's going
concern disclosures in the financial statements.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group and Company's ability to
continue as a going concern for a period of at least twelve months from the
date when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Emphasis of matter
We draw attention to the Strategic report, Directors' report and Note 15 to
the financial statements, which describe the Group and Company's current
activities and engagement in Russia, sanctions imposed and the impact thereof.
Strict international sanctions are imposed on certain activities, entities and
individuals connected with Russia; additionally sanctions have been introduced
by the Russian Federal government. These expose the Group and Company to
legal, political and economic risks. The outcome, length, scale and extent of
these are unknown and as such the impact on the Group cannot be predicted at
the time of issuing the audit opinion. The Group continues to adhere with its
sanctions policy and monitor any impact of the sanctions legislations on the
Group's activities. The Group have to date indicated that there has not been a
significant impact on the Group's activities. In view of the significance of
this matter, we consider that it should be drawn to your attention. The
ultimate outcome of this matter cannot presently be determined and the
financial statements do not include any potential adjustment(s) that may be
required arising out of alternative outcomes. Our opinion is not modified in
respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
financial period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit, and the directing of efforts of the engagement
team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and
therefore we do not provide a separate opinion on these matters.
Overall audit strategy
We designed our audit by determining materiality and assessing the risks of
material misstatement in the financial statements. In particular, we looked at
where the directors made subjective judgements, for example, in respect of
significant accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. We also addressed the
risk of management override of internal controls, including evaluating whether
there was any evidence of potential bias that could result in a risk of
material misstatement due to fraud.
Based on our considerations as set out below, our areas of focus included:
· Going concern;
· Revenue recognition;
· Existence and valuation of inventory; and
· Recoverability of capitalised exploration costs and mining assets.
How we tailored the audit scope
Our Group audit was scoped by obtaining an understanding of the Group and its
environment, including the Group's system of internal control, and assessing
the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the directors that may have
represented a risk of material misstatement.
Whilst Eurasia Mining Plc is a company listed on AIM Market of the London
Stock Exchange, the Group's operations principally comprise an exploration
& development of platinum group metals, gold and other minerals located in
Russia.
We assessed there to be two components holding exploration & development
assets, ZAO Kosvinsky Kamen (operational in West Kytlim) and the ZAO Terskaya
Mining Company (exploring activities in the Monchetundra region). ZAO
Kosvinsky Kamen was subject to a full scope audit and ZAO Terskaya Mining
Company was subject to specified audit procedures in relation to the key audit
matter, Recoverability of capitalised exploration costs. The Company, Eurasia
Mining Plc was also subject to a full scope audit. The audits of the
significant components were performed in Ireland by Grant Thornton Ireland.
The remaining components of the Group were considered non-significant and
these components were subject to analytical review procedures.
Materiality and audit approach
The scope of our audit is influenced by our application of materiality. We set
certain quantitative thresholds for materiality. These, together with
qualitative considerations, such as our understanding of the entity and its
environment, the history of misstatements, the complexity of the Group and the
reliability of the control environment, helped us to determine the scope of
our audit and the nature, timing and extent of our audit procedures and to
evaluate the effect of misstatements, both individually and on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Overall Group 2023 2022
Materiality
£186,000 £260,000
Basis for determining materiality Group & Company - 1% of total assets Group & Company - 1% of total assets
Rationale for the benchmark applied We determined that an asset-based measure is appropriate as the Group holds
significant cash, inventory and loan balances and its principal activity is
the exploration & development of platinum group metals, gold and other
minerals, such that the asset base is considered to be a key financial metric
for users of the financial statements.
We allocated group materiality to significant components dependent on the size
and our assessment of the risk of material misstatement of that component.
Performance materiality £112,000 £156,000
Basis for determining performance materiality We determined performance materiality for the Group and Company to be 60% of
materiality, having considered our review of the assessment of the risk of
misstatements, business risks and fraud risks associated with the entity and
its control environment, our expectations about misstatements and our
understanding of the business and processes at the Group and Company. This is
to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements in the financial statements exceeds
materiality for the financial statements as a whole.
We agreed with the Board and the Audit Committee that we would report to them
misstatements identified during our audit above 5% of materiality, as well as
misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
Significant matters identified
The risks of material misstatement that had the greatest effect on our audit,
including the allocation of our resources and effort, are set out below as
significant matters together with an explanation of how we tailored our audit
to address these specific areas in order to provide an opinion on the
financial statements as a whole. This is not a complete list of all risks
identified by our audit.
Significant matter Description of Audit Response
Going concern We performed the following audit procedures:
(Note 2) • Evaluating management's future cash flow forecasts for
the period of not less than twelve months from the signing of the annual
The Directors have prepared a cash flow forecast which anticipates the Group report, understanding the process by which they were prepared, and assessed
and Company being able to continue on a going concern basis for at least the the calculations are mathematically accurate.
next twelve months from the date of this report. In making this assessment,
the Directors have considered potential sources of cash inflows expected for • Challenging the underlying key assumptions included in
the period of not less than twelve months from the signing of the annual the cash flow forecasts such as expected significant cash inflows, outflows,
report as disclosed in Note 2 to the financial statements. and other operating expenses.
Significant auditor's attention was deemed appropriate because of the • Making inquiries about management's plans and
existence of events or conditions that may give rise to going concern issues available written communication with commercial partners for the processing
such as the Company and Group's ability to obtain funding to support its and sale of raw platinum concentrate to generate significant revenue for the
operations and future developments and sell the raw platinum concentrates. Company and the Group and obtained an understanding on how the future
These considerations require significant auditor judgment to conclude that the expenditure at the West Kytlim mine and other assets will be funded.
Group and Company will have the ability to support its operations and future
developments of not less than twelve months from the signing of the annual • Making inquiries on management's plans in relation to
report. mining plan being put in place including the level of operating costs and
obtained an understanding of how the 2024 and 2025 operations at the West
Kytlim mine will enable to generate revenue for the Company and Group.
• Assessing and validating the impact of post year cash
inflow sources, commitments, and funding from other sources, including a trade
finance loan facility.
• Reviewing the board minutes confirming that the
Directors will defer the receipt of their salaries until such time these costs
can be repaid without resorting to short-term finance being put in place to
pay third parties.
• Assessing the completeness and appropriateness of
management's going concern disclosures in the financial statements.
We completed our planned audit procedures, with no exceptions noted.
Revenue recognition (occurrence) We performed the following audit procedures:
(Note 8) • Obtained an understanding and assessed the design and
implementation of revenue processes and relevant controls in place in relation
Under ISA (UK) 240 'The Auditor's Responsibilities Relating to Fraud in an to revenue recognition;
Audit of Financial Statements', there is a presumption that there are risks of
fraud in revenue recognition. • Analysed the Group's revenue recognition accounting
policies and assessed whether the policies are in accordance with
Revenue for the year ended 31 December 2023 was £2,069,262 (2022: £119,525) International Financial Reporting Standard (IFRS) 15 'Revenue from Contracts
which relates to the sale of platinum and other precious metals by the ZAO with Customers';
Kosvinsky Kamen component.
• Tested all revenue transactions in the year by
agreeing to contract of sale, invoices, shipping documents and cash receipts;
Significant auditor's attention was deemed appropriate because of the • Performed cut-off testing to verify revenue was
presumption that there are risks of fraud in revenue recognition and recognised in the correct period;
materiality of the revenue. In addition, the occurrence of revenue is a key
area in view of the Group's compliance to sanctions regulations imposed on • Assessed whether the revenue transactions are covered
Russia. by any sanctions regulations; and
• Reviewed the revenue disclosures in the Consolidated
Financial Statements in accordance with IFRS 15.
We completed our planned audit procedures, with no exceptions noted.
Existence and valuation of inventory We performed the following audit procedures:
(Note 18) • Obtained an understanding and assessed the design and
implementation of inventory processes and relevant controls in place in
The carrying value of inventory as at 31 December 2023 is £2,305,108 (2022: relation to existence and valuation of inventory;
£4,182,382).
• Reviewed management's inventory valuation assessment
and critically evaluated and challenged the commodity prices or selling prices
and chemically pure grade assumptions that have been used;
Management is required to assess the valuation of inventory at each reporting
date. • Ensured that the cost of inventory is correctly
measured based on the first-in-first-out principle and includes all the
Significant auditor's attention was deemed appropriate because of the expenditure that is incurred to get it ready for sale;
materiality of the inventory. In addition, as the inventory is measured at
the lower of cost and net realisable value, there is also a level subjectivity • Reconciled the movement in the inventory with the
of assessing the net realisable value which involve estimating commodity quantity sold during the year;
prices or selling prices and chemically pure grade assumptions.
• Evaluated the appropriateness of the Management's
Expert's work, his competence, capabilities and objectivity in relation to the
performance of inventory count;
• With assistance from management experts, performed an
inventory count as at 31 December 2023; and
• Reviewed the disclosures in the Consolidated Financial
Statements regarding the carrying value of inventories and any write-down of
inventories recognised as an expense.
We completed our planned audit procedures, with no exceptions noted.
Recoverability of capitalised exploration costs and mining assets We performed the following audit procedures:
(Notes 5.1.2, 5.1.3, 13 and 14) · Obtained an understanding and assessed the design and implementation
of exploration costs and mining assets processes and relevant controls in
The intangible asset represented by capitalised costs associated with place in relation to recoverability of capitalised exploration costs and
exploration and evaluation of mineral resources as at 31 December 2023 is mining assets;
£3,148,382 (2022: £2,859,368). This relates to activities conducted by the
ZAO Terskaya Mining Company component. · Obtained management's impairment assessment relating to the
capitalised exploration costs and mining assets;
The mining asset as at 31 December 2023 is £2,835,700 (2022: £3,509,217).
This relates to activities conducted by ZAO Kosvinsky Kamen component. · Corroborated management's considerations on the exploration and
evaluation assets where there was no indicator for impairment by obtaining
Management is required to assess these assets for impairment at each reporting mining licenses, as well as reserve and resource reports;
period.
· For intangible asset represented by capitalised costs associated with
Significant auditor's attention was deemed appropriate because of the exploration, evaluation and development of mineral resources, we have:
materiality of the capitalised exploration costs and mining assets. In
addition, there is significant auditor judgment involved in assessing the o assessed whether there were indicators of impairment and concluded that no
recoverability of these assets which include assessing the reasonableness of indicators in terms of IFRS 6 applied;
the models and the key assumptions to the calculation. Further, the
recoverability of these costs are contingent on the success of the extraction o reviewed and summarised licence agreements and confirmed that the terms
of the identified reserves. and requirements are complied with;
o reviewed key assumptions underlying the management's expert's calculations
and performed procedures to validate their reasonableness; and
o evaluated the competence and objectivity of the management's expert.
· For mining assets where there were indicators of impairment, we
tested the value-in-use calculations performed by management, which included:
o performed arithmetical checks on the calculation;
o challenged the appropriateness of management's key assumptions which
included discount rate, commodity price, recovery rate and production levels
used in the model by agreeing to production reports and cash flows, and to
external sources where applicable; and
o inspected management's sensitivity analysis on the key assumptions
including commodity prices, production levels, recovery rates and expected
grading of extracted materials.
· Reviewed the financial statements to verify that the disclosures were
appropriately included per IAS 36 'Impairment of Assets' and IFRS 6
'Exploration for and Evaluation of Mineral Resources'.
We completed our planned audit procedures, with no exceptions noted.
Other information
Other information comprises information included in the annual report, other
than the financial statements and our auditor's report thereon, including the
Strategic Report, Directors' Report and Environment, Social and Governance.
The directors are responsible for the other information. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies in the financial
statements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Strategic Report and the Directors'
Report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the Strategic Report and the Directors' Report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified any
material misstatements in the Strategic Report and the Directors' Report. We
have nothing to report in respect of the following matters where the Companies
Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns adequate
for our audit have not been received from branches not visited by us; or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we require
for our audit.
Responsibilities of Directors and those charged with governance for the
financial statements
As explained more fully in the Directors' responsibilities statement, the
Directors are responsible for the preparation of the financial statements
which give a true and fair view in accordance UK-adopted IAS, and for such
internal control as directors determine necessary to enable the preparation of
financial statements are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the Directors are responsible for
assessing the Group and Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to
liquidate the Group or Company or to cease operations, or has no realistic
alternative but to do so.
Those charged with governance are responsible for overseeing the Group and
Company's financial reporting process.
Responsibilities of the auditor for the audit of the financial statements
The objectives of an auditor are to obtain reasonable assurance about whether
the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor's report that includes
their opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of an auditor's responsibilities for the audit of the
financial statements is located on the Financial Reporting Council's website
at: www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. Owing to the inherent limitations of an audit, there is an
unavoidable risk that material misstatement in the financial statements may
not be detected, even though the audit is properly planned and performed in
accordance with the ISAs (UK). The extent to which our procedures are capable
of detecting irregularities, including fraud is detailed below.
Based on our understanding of the Group and industry, we identified that the
principal risks of non-compliance with laws and regulations related to AIM
Listing Rules as per the London Stock Exchange, Data Privacy Law, Employment
Law, Health & Safety, mining industry regulations and mining licence
conditions, and we considered the extent to which non-compliance might have a
material effect on the financial statements. We also considered those laws and
regulations that have a direct impact on the preparation of the financial
statements such as the Companies Act 2006 and local tax legislations. The
Audit engagement partner considered the experience and expertise of the
engagement team to ensure that the team had appropriate competence and
capabilities to identify or recognise non-compliance with the laws and
regulation. We evaluated management's incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of
override of controls), and determined that the principal risks were related to
posting inappropriate journal entries to manipulate financial performance and
management bias through judgements and assumptions in significant accounting
estimates, in particular in relation to significant one-off or unusual
transactions. We apply professional scepticism through the audit to consider
potential deliberate omission or concealment of significant transactions, or
incomplete/inaccurate disclosures in the financial statements.
In response to these principal risks, our audit procedures included but were
not limited to:
· enquiries of management board, risk and compliance and legal
functions, audit committee on the policies and procedures in place regarding
compliance with laws and regulations, including consideration of known or
suspected instances of non-compliance and whether they have knowledge of any
actual, suspected or alleged fraud;
· inspection of the Group's regulatory and legal correspondence and
review of minutes of board and audit committee meetings during the year to
corroborate inquiries made;
· gaining an understanding of the entity's current activities, the
scope of authorisation and the effectiveness of its control environment to
mitigate risks related to fraud;
· discussion amongst the engagement team in relation to the identified
laws and regulations and regarding the risk of fraud, and remaining alert to
any indications of non-compliance or opportunities for fraudulent manipulation
of financial statements throughout the audit;
· identifying and testing journal entries to address the risk of
inappropriate journals and management override of controls;
· designing audit procedures to incorporate unpredictability around the
nature, timing or extent of our testing;
· challenging assumptions and judgements made by management in their
significant accounting estimates, including provision for environmental
rehabilitation, impairment review of the mining assets, impairment review of
the intangible asset and impairment of investments in subsidiary undertakings
and receivables from subsidiaries; and
· review of the financial statement disclosures to underlying
supporting documentation and inquiries of management.
The primary responsibility for the prevention and detection of irregularities
including fraud rests with those charged with governance and management. As
with any audit, there remains a risk of non-detection or irregularities, as
these may involve collusion, forgery, intentional omissions,
misrepresentations or override of internal controls.
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the company's members, as a body, in accordance
with chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Cathal Kelly (Senior Statutory Auditor)
For and on behalf of
Grant Thornton
Chartered Accountants & Statutory Auditors
13-18 City Quay
Dublin 2
Ireland
06 September 2024
Note Year to Year to
31 December 31 December
2023 2022
£ £
Sales 8 2,069,262 119,525
Cost of sales 9 (1,564,224) (30,173)
Gross profit/(loss) 505,038 89,352
Administrative costs 9 (1,185,490) (4,618,351)
Investment income 55,159 61,325
Finance cost 10 (83,101) (107,697)
Other gains 11 391,983 187,592
Other losses 11 (6,364,529) (2,842,309)
Loss before tax (6,680,940) (7,230,088)
Income tax expense 12 (2,001) -
Loss for the year (6,682,941) (7,230,088)
Other comprehensive income:
Items that will not be reclassified subsequently to profit and loss:
NCI share of foreign exchange differences on translation of foreign operations 15 530,146 (61,656)
Items that will be reclassified subsequently to profit and loss:
Parent's share of foreign exchange differences on translation of foreign 1,352,061 (341,762)
operations
Other comprehensive expense for the year, net of tax 1,882,207 (403,418)
Total comprehensive loss for the year (4,800,734) (7,633,506)
Loss for the year attributable to:
Equity holders of the parent (5,486,899) (5,840,245)
Non-controlling interest 15 (1,196,042) (1,389,843)
(6,682,941) (7,230,088)
Total comprehensive loss for the year attributable to:
Equity holders of the parent (4,134,838) (6,182,007)
Non-controlling interest 15 (665,896) (1,451,499)
(4,800,734) (7,633,506)
Loss per share attributable to equity holders of the parent:
Basic and diluted loss (pence per share) 29 (0.19) (0.22)
The accompanying notes are an integral part of these financial statements.
Note 31 December 31 December
2023 2022
£ £
ASSETS
Non-current assets
Property, plant and equipment 13 10,210,983 9,600,231
Assets in the course of construction 13 336,131 696,026
Intangible assets 14 3,148,382 2,859,368
Investment in financial assets - 3,807,925
Total non-current assets 13,695,496 16,963,550
Current assets
Inventories 18 2,305,108 4,182,382
Trade and other receivables 19 1,736,589 3,171,669
Other financial assets 63,610 -
Current tax asset 5,806 6,050
Cash and cash equivalents 20 1,318,065 1,009,908
Total current assets 5,429,178 8,370,009
Total assets 19,124,674 25,333,559
EQUITY
Issued capital 21 61,233,311 61,187,111
Other reserves 23 4,548,870 3,580,929
Accumulated losses (44,057,556) (38,954,777)
Equity attributable to equity holders 21,724,625 25,813,263
of the parent
Non-controlling interest 15 (4,067,444) (3,401,548)
Total equity 17,657,181 22,411,715
LIABILITIES
Non-current liabilities
Lease liabilities 25 24,966 181,198
Provisions 27 397,747 254,218
Total non-current liabilities 422,713 435,416
Current liabilities
Borrowings 24 44,014 -
Lease liabilities 25 139,178 167,071
Trade and other payables 26 861,498 2,230,879
Current tax liabilities 90
Provisions 27 - 88,478
Total current liabilities 1,044,780 2,486,428
Total liabilities 1,467,493 2,921,844
Total equity and liabilities 19,124,674 25,333,559
These financial statements were approved by the board on 6 September 2024 and
were signed on its behalf by:
C. Schaffalitzky
Executive Chairman
The accompanying notes are an integral part of these financial statements.
Note 31 December 31 December
2023 2022
£ £
ASSETS
Non-current assets
Property, plant and equipment 13 - 419
Investments in financial assets 16 - 3,807,925
Investments in subsidiaries 15 1,132,246 1,132,246
Total non-current assets 1,132,246 4,940,590
Current assets
Trade and other receivables 19 1,703,559 434,040
Other financial assets 17 28,880,560 28,157,840
Cash and cash equivalents 20 110,553 136,733
Total current assets 30,694,672 28,728,613
Total assets 31,826,918 33,669,203
EQUITY
Issued capital 21 61,233,311 61,187,111
Other reserves 23 3,539,906 3,924,026
Accumulated losses (33,380,099) (31,878,477)
Total equity 31,393,118 33,232,660
LIABILITIES
Current liabilities
Trade and other payables 26 433,800 436,543
Total current liabilities 433,800 436,543
Total liabilities 433,800 436,543
Total equity and liabilities 31,826,918 33,669,203
In accordance with section 408 of the Companies Act 2006, Eurasia Mining plc
is exempt from the requirement to present its own statement of profit or loss.
The amount of loss for the financial year recorded within the financial
statements of Eurasia Mining plc is £1,885,742 (2022: £2,507,429).
These financial statements were approved by the board on 6 September 2024 and
were signed on its behalf by:
C. Schaffalitzky
Executive Chairman
The accompanying notes are an integral part of these financial statements.
Note Share capital Share premium Deferred shares Other reserves Translation reserve Accumulated losses Attributable to equity holders of the parent Non-controlling interest Total
£ £ £ £ £ £ £ £ £
Balance at 1 January 2022 2,853,560 51,308,068 7,025,483 3,924,026 (1,335) (33,114,532) 31,995,270 (1,950,049) 30,045,221
Transaction with owners - - - - - - - - -
Loss for the year - - - - - (5,840,245) (5,840,245) (1,389,843) (7,230,088)
-
Other comprehensive income
Exchange differences on translation 23 - - - - (341,762) - (341,762) (61,656) (403,418)
of foreign operations
Total comprehensive loss - - - - (341,762) (5,840,245) (6,182,007) (1,451,499) (7,633,506)
for the year ended 31 December 2022
Balance at 31 December 2022 2,853,560 51,308,068 7,025,483 3,924,026 (343,097) (38,954,777) 25,813,263 (3,401,548) 22,411,715
Note Share capital Share premium Deferred shares Other reserves Translation reserve Accumulated losses Attributable to equity holders of the parent Non-controlling interest Total
£ £ £ £ £ £ £ £ £
Balance at 1 January 2023 2,853,560 51,308,068 7,025,483 3,924,026 (343,097) (38,954,777) 25,813,263 (3,401,548) 22,411,715
Issue of ordinary shares on exercise of options 21 11,000 35,200 - - - - 46,200 - 46,200
Reversal on cancellation or exercise of options and warrants - - - (384,120) - 384,120 - - -
Transaction with owners 11,000 35,200 - (384,120) - 384,120 46,200 - 46,200
Loss for the year - - - - - (5,486,899) (5,486,899) (1,196,042) (6,682,941)
Other comprehensive income
Exchange differences on translation 23 1,352,061 - 1,352,061 530,146 1,882,207
of foreign operations
Total comprehensive loss - - - - 1,352,061 (5,486,899) (4,134,838) (665,896) (4,800,734)
for the year ended 31 December 2023
Balance at 31 December 2023 2,864,560 51,343,268 7,025,483 3,539,906 1,008,964 (44,057,556) 21,724,625 (4,067,444) 17,657,181
The accompanying notes are an integral part of these financial statements.
Note Share capital Share premium Deferred shares Other reserves Accumulated losses Total
£ £ £ £ £ £
Balance at 1 January 2022 2,853,560 51,308,068 7,025,483 3,924,026 (29,371,048) 35,740,089
Transactions with owners - - - - - -
Loss and total comprehensive loss - - - - (2,507,429) (2,507,429)
Balance at 31 December 2022 2,853,560 51,308,068 7,025,483 3,924,026 (31,878,477) 33,232,660
Note Share capital Share premium Deferred shares Other reserves Accumulated losses Total
£ £ £ £ £ £
Balance at 1 January 2023 2,853,560 51,308,068 7,025,483 3,924,026 (31,878,477) 33,232,660
Issue of ordinary shares on exercise of warrants 21 11,000 35,200 - - - 46,200
Reversal on cancellation or exercise of options and warrants - - (384,120) 384,120 -
Transactions with owners 11,000 35,200 - (384,120) 384,120 46,200
Loss and total comprehensive loss - - - - (1,885,742) (1,885,742)
Balance at 31 December 2023 2,864,560 51,343,268 7,025,483 3,539,906 (33,380,099) 31,393,118
The accompanying notes are an integral part of these financial statements.
Note Year to Year to
31 December 31 December
2023 2022
£ £
Cash flows from operating activities
Loss for the year (6,682,941) (7,230,088)
Adjustments for:
Income tax expense recognised in profit or loss 2,001 -
Depreciation of non-current assets 13 1,139,921 1,006,210
Asset value write offs to cost of sales/production - 2,365,988
Finance costs recognised in profit or loss 10 83,101 107,697
Investment income recognised in profit or loss (55,159) (61,325)
Loss recognised on disposal of investments 53,408 814,158
Loss recognised on valuation of inventory (391,983) 2,028,151
Gain on disposal of property, plant and equipment - (4,952)
Rehabilitation cost recognised in profit or loss 104,158 99,725
Net foreign exchange (gains)/losses 11 6,311,121 (182,640)
563,626 (1,057,076)
Movement in working capital
Decrease/(increase) in inventories 1,372,033 (6,166,681)
Decrease/(increase) in trade and other receivables 840,011 (1,300,887)
(Decrease)/increase in trade and other payables (987,299) 1,716,777
Cash inflow/(outflow) from operations 1,788,371 (6,807,867)
Income tax paid (2,965) -
Net cash generated from/(used in) operating activities 1,785,406 (6,807,867)
Cash flows from investing activities
Payments for investment securities - (7,030,548)
Proceeds from sale of investment securities 16 3,651,014 2,835,299
Investment income 382 11,943
Investment to acquire interest in other entities - (354,769)
Amounts advanced to non-related parties (61,620) -
Purchase of property, plant and equipment 13 (3,519,254) (7,190,406)
Proceeds from disposal of property, plant and equipment - 4,952
Payment for exploration and evaluation assets 14 (912,820) (1,239,085)
Net cash used in investing activities (842,298) (12,962,614)
Cash flows from financing activities
Proceeds from issue of equity shares 21 46,200 -
Repayment of borrowings - (36,232)
Proceeds from short-term loan 24 44,014
Repayment of lease liability 25 (116,905) (141,528)
Interest paid (49,887) (90,446)
Net cash used in from financing activities (76,578) (268,206)
Net increase/(decrease) in cash and cash equivalents 866,531 (20,038,687)
Effects of exchange rate changes on the balance of cash held in foreign (558,374) (960,912)
currencies
Cash and cash equivalents at beginning of year 1,009,908 22,009,507
Cash and cash equivalents at end of year 1,318,065 1,009,908
The accompanying notes are an integral part of these financial statements.
Note Year to Year to
31 December 31 December
2023 2022
£ £
Cash flows from operating activities
Loss for the year (1,885,742) (2,507,429)
Adjustments for:
Depreciation of non-current assets 419 385
Investment revenue recognised in profit or loss (52,651) (49,382)
Impairment loss on investments 11 53,408 389,292
Net foreign exchange loss 162,020 64,219
(1,722,546) (2,102,915)
Movement in working capital
Increase in trade and other receivables (1,269,519) (124,319)
Increase/(decrease) in trade and other payables (1,269) 160,854
Cash outflow from operations (2,993,334) (2,066,380)
Income tax paid -
Net cash used in operating activities (2,993,334) (2,066,380)
Cash flows from investing activities
Payments for investment securities - (7,030,548)
Proceeds on sale of investment securities 16 3,651,014 2,835,299
Amounts advanced to related party 28 (722,720) (15,476,390)
Investments to acquire interest in other entities - (354,769)
Net cash generated from/(used in) investing activities 2,928,294 (20,026,408)
Cash flows from financing activities
Proceeds from issue of equity shares 21 46,200 -
Net cash proceeds from financing activities 46,200 -
Net decrease in cash and cash equivalents (18,839) (22,092,788)
Effects of exchange rate changes on the balance of cash held in foreign (7,341) 336,728
currencies
Cash and cash equivalents at beginning of year 136,733 21,892,793
110,553 136,733
Cash and cash equivalents at end of year
The accompanying notes are an integral part of these financial statements.
Notes to the financial statements
1 General information
Eurasia Mining Plc (the "Company") is a public limited company incorporated
and domiciled in Great Britain with its registered office at International
House, 142 Cromwell Road, London SW7 4EF, United Kingdom and principal place
of business at Clubhouse Holborn, 20 St Andrew Street, EC4A 3AG, United
Kingdom. The Company's shares are listed on the AIM Market of the London Stock
Exchange plc. The principal activities of the Company and its subsidiaries
(collectively "Group") are related to the exploration for and development of
battery metals, platinum group metals, gold and other minerals as well as
green hydrogen projects.
Eurasia Mining Plc's consolidated financial statements are presented in Pounds
Sterling (£), which is also the functional currency of the parent company.
2 Going concern
The going concern position of the Group covers period of not less than 12
months from the date of signing of this annual report (the "Review period").
As at 31 December 2023, the Group's net current assets amounted to £4,384,398
(£5,883,581 in 2022). As at the same date, the Group's cash balance was
£1,318,065 (£1,009,908 in 2022).
The asset value of the concentrate stockpile to date is approximately £5
million (see below).
The Group's debt consists of (i) borrowings of £44,014 (at 31 December 2022 -
nil) and (ii) lease liabilities in relation to the acquisition of mining
machinery for a total amount of £164,144 (at 31 December 2022 - £348,269).
New Trade Finance Facility
In order to finance its liabilities outside Russia, (the Company currently has
a limited cash runway in the United Kingdom due to the expected timing of
receipts of proceeds in UK from the sale of concentrate in Russia), the
Company entered into a trade finance loan ("TFL") facility with Sanderson
Capital Partners Limited (the "Lender") in the total amount of up to
£2,500,000 to be used for working capital and general corporate purposes
until the inventory of PGM concentrate or the Companies' assets are sold.
Christian Schaffalitzky, the Company's Chairman, has pledged 94,619,517 of his
ordinary shares in the Company as collateral for the TFL. The TLF is interest
free and is repayable twelve months from the date of the agreement or such
other date(s) as the parties may agree.
The TFL may be drawn down on the following basis: £250,000 immediately;
£750,000 on or around 24 September 2024; £500,000 following the Company
listing its shares on an additional Recognised Exchange; and the balance of
the Loan (being tranches 4 and 5) subject to the Company entering into a term
sheet to sell its Russian assets and signing of a share purchase agreement on
such a sale (of which there can be no guarantee).
As noted above, the proceeds will be used for working capital and general
corporate purposes of the Company and its subsidiaries, as determined by the
Company at its sole discretion. It is a term of the TFL that the Company will
not pay any compensation to any its directors, other than costs or expenses
incurred on behalf of the Company, whilst any part of the trade finance
facility is still outstanding.
The Lender has agreed that it will not elect to convert any of the TFL to
shares in Eurasia during the first 90 days the TFL is in place.
The grant of the warrants and any issue of new shares pursuant to the TFL is
dependent upon the approval of share issuance authorities at the Company's
next Annual General Meeting, details of which will be announced shortly.
Further sources of finance
In addition to the TFL detailed above, the Directors are currently focused on
the various other sources of funding to ensure that the Group has sufficient
financial resources to continue as a going concern for a period of not less
than twelve months from the date of the signing of these financial statements.
The Directors have prepared detailed bottom-up financial forecasts to address
these various scenarios for the Group's operations. The forecasts for the
current mining operations in Russia show that sufficient cashflow is expected
to be generated in Russia to finance the operating costs of its operations,
expenditure across other parts of its asset portfolio and to keep the projects
in good standing.
Under the terms of the TFL, an amount of £1.5 million from tranches 3, 4 and
5 is dependent on the occurrence of future events (completion of a dual
listing and sale of assets). The Board has been working on the materialisation
of one or more of these events.
If these events do not materialise, the Directors are aware that the current
cash and liquid investments reserve funding following the signing of the TFL
may need to be supplemented during the Review Period.
Accordingly, alongside working on these future events noted above, the
Directors are also focused on the sale of concentrate from the stockpile as
the principal source of additional financing - which the directors are
confident of being able to implement within the required going concern
timetable (i.e. before the time when such additional funding is required):
(a) The Group currently has an inventory of PGM concentrate, which has been
retained in a safe vault covered by insurance. The concentrate (as of 27
August 2024) has a total net weight of 239 kg and a realisable value of not
less than £5 million (not including the value of Osmium and Ruthenium
contained in the concentrate).
(b) The Company's subsidiary is in advanced negotiations with a number of
parties to realise this value in the near future that should also include
credits for Osmium and/or Ruthenium (not included in the value stated above).
(c ) These funds will be used to support working capital of the Group's
operations in Russia and UK.
(d) The Remittance of funds from Russia to the UK is permissible under the
current banking and sanctions legislation.
In addition to the above, various other measures are available to the Company
to support its working capital position:
· Operations of the Company's subsidiary at West Kytlim
The Group's mining operations in West Kytlim mine were running at reduced
capacity at the start of the mining season, mostly focused on stripping
activity powered from hydroelectric source with very significant reduction in
diesel and labour costs. The Group will continue to monitor and reduce mining
operating costs when necessary.
· Expenditure on Monchetundra asset
The Group has spent £912,820 on a development programme for the Monchetundra
asset during 2023 in preparation for its ultimate development. No further
significant outgoings have been budgeted for this asset, as the EPCF structure
put in place assumes deferred payment after the launch of the asset.
In addition to the above, the Group has the ability to manage and where
required, reduce expenditure as needed.
Additional sources of funding
In addition to the TFL, the Company is also due VAT refunds totalling £0.323
million which is expected from HMRC. The Company's subsidiary in Russia has
also secured a long-term loan facility of $1.3m for working capital purposes.
The Company's cash reserves outside of Russia are held in GBP and USD accounts
and therefore not directly or indirectly exposed to Rouble foreign exchange
fluctuations.
Basis of preparation of the financial statements and disclosure
The financial statements for the year ended 31 December 2023 have been
prepared on a going concern basis, which assumes that the Group has access to
funding which will meet its cashflow requirements during the Review Period.
The Directors remain confident of the Group's ability to finance its
activities in the Review Period through a combination of the TFL, the sale of
concentrate from the stockpile, and the occurrence of the future events noted
above.
Accordingly, the financial statements have been prepared on a going concern
basis as the Directors are of the opinion that the Group has sufficient funds
to meet ongoing working capital and general corporate expenses.
The financial statements do not include any adjustments that might result if
the Group were unable to continue as a going concern.
3 Material accounting policies
3.1 New and revised relevant standards that are effective for annual periods commencing on or after 1 January 2023
IFRS 17 Insurance Contracts
In May 2017, the IASB issued IFRS 17 Insurance Contracts (IFRS 17), a
comprehensive new accounting standard for insurance contracts covering
recognition and measurement, presentation and disclosure. Once effective, IFRS
17 replaces IFRS 4 Insurance Contracts (IFRS 4) that was issued in 2005. IFRS
17 applies to all types of insurance contracts (i.e., life, non-life, direct
insurance and re-insurance), regardless of the type of entities that issue
them, as well as to certain guarantees and financial instruments with
discretionary participation features. There are several scope exceptions. The
overall objective of IFRS 17 is to provide an accounting model for insurance
contracts that is more useful and consistent for insurers. In contrast to the
requirements in IFRS 4, which are largely based on grandfathering previous
local accounting policies, IFRS 17 provides a comprehensive model for
insurance contracts, covering all relevant accounting aspects. The core of
IFRS 17 is the general model, supplemented by:
· A specific adaptation for insurance contracts with
direct participation terms (the variable fee approach).
· A simplified approach (the premium allocation approach)
is mainly for short-duration contracts.
IFRS 17 is effective for reporting periods starting on or after 1 January
2023, with comparative figures required. Early application is permitted,
provided the entity also applies IFRS 9 and IFRS 15 on or before the date it
first applies IFRS 17. This standard is not applicable to the Group.
Amendments to IAS 1 - Classification of Liabilities as Current or Non-current
In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to
specify the requirements for classifying liabilities as current or
non-current. The amendments clarify:
· What is meant by a right to defer settlement;
· That a right to defer must exist at the end of the
reporting period;
· That classification is unaffected by the likelihood
that an entity will exercise its deferral right;
· That only if an embedded derivative in a convertible
liability is itself an equity instrument would the terms of a liability not
impact its classification.
These amendments are effective for annual periods beginning on or after 1
January 2023 and are applied retrospectively.
The amendments had no impact on the Group's financial statements.
Definition of Accounting Estimates - Amendments to IAS 8
In February 2021, the IASB issued amendments to IAS 8, in which it introduces
a definition of 'accounting estimates. The amendments clarify the distinction
between changes in accounting estimates and changes in accounting policies and
the correction of errors. It also explains how organizations use measurement
methods and inputs to develop accounting estimates.
The amendments are effective for annual reporting periods beginning on or
after 1 January 2023 and apply to changes in accounting policies and changes
in accounting estimates that occur on or after the start of that period. Early
application is permitted and must be disclosed.
These amendments are not expected to have an impact on the Group.
Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice
Statement 2
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice
Statement 2 Making Materiality Judgments, which provide guidance and examples
to help entities apply materiality judgments to accounting policy disclosures.
The amendments should help entities disclose more useful information about
accounting policies by replacing the requirement for entities to disclose
"significant accounting policies" with a requirement to disclose "material
accounting policy information", and by adding guidance on how entities should
apply materiality judgements to disclosure of accounting policies.
The amendments to IAS 1 apply for annual periods beginning on or after 1
January 2023, early application is permitted. Since the amendments to the
Practice Statement 2 provide non-mandatory guidance on the application of the
definition of material to accounting policy information, an effective date for
these amendments is not necessary.
The amendments had no impact on the Group's financial statements.
Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising
from a Single Transaction
The amendments to IAS 12 Income Tax narrow the scope of the initial
recognition exception, so that it no longer applies to transactions that give
rise to equal taxable and deductible temporary differences such as leases and
decommissioning liabilities.
The amendments had no impact on the Group's financial statements.
Amendments to IAS 12 - International Tax Reform-Pillar Two Model Rules
The amendments to IAS 12 have been introduced in response to the OECD's BEPS
Pillar Two rules and include:
· A mandatory temporary exception to the recognition and
disclosure of deferred taxes arising from the jurisdictional implementation of
the Pillar Two model rules; and
· Disclosure requirements for affected entities to help
users of the financial statements better understand an entity's exposure to
Pillar Two income taxes arising from that legislation, particularly before its
effective date.
The mandatory temporary exception - the use of which is required to be
disclosed - applies immediately. The remaining disclosure requirements apply
for annual reporting periods beginning on or after 1 January 2023, but not for
any interim periods ending on or before 31 December 2023.
The amendments had no impact on the Group's financial statements.
3.2 Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Group
Amendments to IFRS 16: Lease Liability in a Sale and Leaseback
In September 2022, the IASB issued amendments to IFRS 16 to specify the
requirements that a seller-lessee uses in measuring the lease liability
arising in a sale and leaseback transaction, to ensure the seller-lessee does
not recognise any amount of the gain or loss that relates to the right of use
it retains.
The amendments are effective for annual reporting periods beginning on or
after 1 January 2024 and must applied retrospectively to sale and leaseback
transactions entered into after the date of initial application of IFRS 16.
Earlier application is permitted and that fact must be disclosed.
The amendments are not expected to have a material impact on the Group's
financial statements.
Amendments to IAS 1: Classification of Liabilities as Current or Non-current
In January 2020 and October 2022, the IASB issued amendments to paragraphs 69
to 76 of IAS 1 to specify the requirements for classifying liabilities as
current or non-current. The amendments clarify:
· What is meant by a right to defer settlement;
· That a right to defer must exist at the end of the
reporting period;
· That classification is unaffected by the likelihood
that an entity will exercise its deferral right;
· That only if an embedded derivative in a convertible
liability is itself an equity instrument would the terms of a liability not
impact its classification.
In addition, a requirement has been introduced to require disclosure when a
liability arising from a loan agreement is classified as non-current and the
entity's right to defer settlement is contingent on compliance with future
covenants within twelve months.
The amendments are effective for annual reporting periods beginning on or
after 1 January 2024 and must be applied retrospectively. The Group is
currently assessing the impact of the amendments will have on current practice
and whether existing loan agreements may require renegotiation.
Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements
In May 2023, the IASB issued amendments to IAS 7 Statement of Cash Flows and
IFRS 7 Financial Instruments: Disclosures to clarify the characteristics of
supplier finance arrangements and require additional disclosure of such
arrangements. The disclosure requirements in the amendments are intended to
assist users of financial statements in understanding the effects of supplier
finance arrangements on an entity's liabilities, cash flows and exposure to
liquidity risk.
The amendments are not expected to have a material impact on the Group's
financial statements.
Amendments to IAS 21: Lack of Exchangeability
On 15 August 2023, the IASB issued Lack of Exchangeability (Amendments to IAS
21 The Effects of Changes in Foreign Exchange Rates). IAS 21 sets out the
requirements for determining the exchange rate to be used for recording a
foreign currency transaction into the functional currency and translating a
foreign operation into a different currency. If a currency lacks
exchangeability, it can be difficult to determine an appropriate exchange rate
to use. While relatively uncommon, a lack of exchangeability might arise when
a government imposes foreign exchange controls that prohibit the exchange of a
currency or that limit the volume of foreign currency transactions.
The Group is currently assessing the impact of the amendments on the Group's
financial statements.
4 Summary of material accounting policies
4.1 Basis of preparation
The consolidated financial statements of the Group and the Company financial
statements have been prepared in accordance with UK-adopted International
Accounting Standards in conformity with the requirements of the Companies Act
2006.
These financial statements have been prepared under the historical cost
convention. The accounting policies have been applied consistently throughout
the Group for the purposes of preparation of these consolidated financial
statements.
4.2 Presentation of financial statements
The consolidated financial statements are presented in accordance with IAS 1
Presentation of Financial Statements. The Group has elected to present the
"Consolidated Statement of Profit or Loss" in one statement.
4.3 Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company. Control is achieved where
the Company has all of the following:
· Power over investee;
· Exposure, or rights, to variable returns from its
involvement with the investee;
· The ability to use its power over the investee to
affect the amount of investor's returns.
The results of subsidiaries acquired or disposed of are included in the
Consolidated Statement of Profit or Loss from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies in line with those used by
other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in
full on consolidation.
Non-controlling interests in the net assets of consolidated subsidiaries are
identified separately from the Group's equity therein. Non-controlling
interests consist of the amount of those interests at the date of the original
business combination and the non-controlling party's share of changes in
equity since the date of the combination.
4.4 Business combinations
The Group applies the acquisition method in accounting for business
combinations. The consideration transferred by the Group to obtain control of
a subsidiary is calculated as the sum of the acquisition-date fair values of
assets transferred, liabilities incurred, and the equity interests issued by
the Group, which includes the fair value of any asset or liability arising
from a contingent consideration arrangement. Acquisition costs are expensed as
incurred.
The Group recognises identifiable assets acquired and liabilities assumed in a
business combination regardless of whether they have been previously
recognised in the acquiree's financial statements prior to the acquisition.
Assets acquired and liabilities assumed are generally measured at their
acquisition-date fair values.
Goodwill is stated after separate recognition of identifiable intangible
assets. It is calculated as the excess of the sum of a) fair value of
consideration transferred, b) the recognised amount of any non-controlling
interest in the acquiree and c) acquisition-date fair value of any existing
equity interest in the acquiree, over the acquisition-date fair values of
identifiable net assets. If the fair values of identifiable net assets exceed
the sum calculated above, the excess amount (i.e. gain on a bargain purchase)
is recognised as a profit or loss immediately.
In a business combination achieved in stages, the Group re-measure its
previously held equity interest in the acquiree at its acquisition-date fair
value and recognise the resulting gain or loss, if any, in profit or loss or
other comprehensive income, as appropriate.
4.5 Foreign currencies
Functional and presentation currency
The individual financial statements of each group entity are prepared in the
currency of the primary economic environment in which the entity operates
("the functional currency"). The consolidated financial statements are
presented in GBP, which is the functional and the presentation currency of the
Company.
Transaction and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the profit or
loss.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
Group companies
The results and financial position of all the Group entities (none of which
has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
• assets and liabilities for each statement of financial position presented
are translated at the closing rate at the date of that statement of financial
position;
• income and expenses for each Statement of Profit or Loss are translated 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); and
• all resulting exchange differences are recognised as a separate component
of other comprehensive income.
4.6 Share-based payments
Equity-settled share-based payments to employees and others providing similar
services are measured at the fair value of the equity instrument at the grant
date. Fair value is measured by use of Black Scholes model. The expected life
used in the model has been adjusted, based on management's best estimate, for
the effects of non-transferability, exercise restrictions and behavioural
considerations.
The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting period, based
on the Group's estimate of shares that will eventually vest.
Equity-settled share-based payment transactions with other parties are
measured at the fair value of the goods and services received, except where
the fair value cannot be estimated reliably, in which case they are measured
at the fair value of the equity instruments granted, measured at the date the
entity obtains the goods or the counterparty renders the service.
All equity-settled share-based payments are ultimately recognised as an
expense in the profit or loss with a corresponding credit to "Share-based
payments reserve".
Upon exercise of share options, the proceeds received net of attributable
transaction costs are credited to share capital, and where appropriate share
premium. No adjustment is made to any expense recognised in prior periods if
share options ultimately exercised are different to that estimated on vesting
or if the share options vest but are not exercised.
When share options lapse or are forfeited the respective amount recognised in
the Share-based payment reserve is reversed and credited to accumulated profit
and loss reserve.
4.7 Revenue
To determine whether to recognise revenue, the Group follows a 5-step process:
1 Identifying the contract with a customer;
2 Identifying the performance obligations;
3 Determining the transaction price;
4 Allocating the transaction price to the performance obligations;
5 Recognising revenue when/as performance obligation(s) are satisfied.
The Group earns its revenues primarily from the sale of platinum and other
precious metals from the West Kytlim mine. The Company enters into a contract
with its main customer to deliver all mined metals extracted from the mine.
There is one performance obligation under the sales contract, and that is the
delivery of metals. As such, the entire price under the contract is allocated
to the single performance obligation. Revenue is recognised when control over
the metals passes to the customer.
The Group has determined that it is the principal in the sales transactions as
the Group holds the mining license and has the rights to the underlying
resources. The Group controls the sales process, from selecting the customer
to determining sales price.
4.8 Taxation
Income tax expense represents the sum of the tax currently payable and
deferred tax.
Current tax
The tax payable is based on taxable profit for the year. Taxable profit
differs from profit as reported in the statement of comprehensive income
because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible. The Group's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the statement of
financial position date.
Deferred tax
Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. However,
the deferred income tax is not accounted for if it arises from initial
recognition of goodwill, initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the
transaction affects neither accounting nor taxable profit or loss. Deferred
income tax is determined using tax rates (and laws) that have been enacted or
substantively enacted by the statement of financial position date and are
expected to apply when the related deferred income tax asset is realised, or
the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable
that future taxable profit will be available against which the temporary
differences can be utilised.
Deferred income tax is provided on temporary differences arising on
investments in subsidiaries and associates, except where the timing of the
reversal of the temporary difference is controlled by the Group and it is
probable that the temporary difference will not reverse in the foreseeable
future.
4.9 Property, plant and equipment
Mining assets
Mining assets are stated at cost less accumulated depreciation. Mining assets
include the cost of acquiring and developing mining assets and mineral rights,
buildings, vehicles, plant and machinery and other equipment located on mine
sites and used in the mining operations.
Mining assets, where economic benefits from the asset are consumed in a
pattern which is linked to the production level, are depreciated using a unit
of production method based on the volume of ore reserves. This results in a
depreciation charge proportional to the depletion of reserves.
Stripping activity asset costs
In alluvial mining operations, it is necessary to remove overburden and other
waste in order to access or improve access to the ore body. Associated costs
are recognised as a stripping activity asset. A stripping activity asset is
initially measured at cost and subsequently carried at cost or its revalued
amount less depreciation or amortisation and impairment losses.
A stripping activity asset is depreciated or amortised on a systematic basis,
over the expected useful life of the identified component of the ore body that
becomes more accessible as a result of the stripping activity. The units of
production method is used.
Assets under construction
Assets under construction are fixed asset investments that have not been
commissioned by the year-end. The expenses associated with acquisition,
building, delivery and other allowed expenses are first capitalised as assets
under construction and then, once completed, depreciated over their useful
life.
Other assets
Freehold properties held for administrative purposes, are stated in the
statement of financial position at cost.
Fixtures and equipment are stated at cost less accumulated depreciation and
any accumulated impairment losses.
Depreciation is charged to write off the cost or valuation of assets over
their estimated useful lives, using the straight-line method. The estimated
useful lives, residual values and depreciation method are reviewed at each
year end, with the effect of any changes in estimate accounted for on a
prospective basis.
The estimated useful lives are as follows:
Property 30
years
Plant & machinery 3-30 years
Office, fixture and fittings 3-5 years
The gain or loss arising on the disposal or retirement of an item of property,
plant and equipment is determined as the difference between the sales proceeds
and the carrying amount of the asset and is recognised in profit or loss.
4.10 Intangible assets
Exploration and evaluation of mineral resources
Exploration and evaluation expenditure comprise costs that are directly
attributable to:
· researching and analysing existing exploration data;
· conducting geological studies, exploratory drilling and sampling;
· examining and testing extraction and treatment methods; and/or
· compiling prefeasibility and feasibility studies.
Expenditures related to the development of mineral resources shall not be
recognised as exploration and evaluation assets.
Exploration and evaluation of mineral resources shall no longer be classified
as intangible assets when the technical feasibility and commercial viability
of extracting a mineral resource are demonstrable, hence, they are
reclassified as property, plant and equipment. Exploration and evaluation of
mineral resources shall be assessed for impairment, and any impairment loss
recognised, before reclassification.
4.11 Investments in subsidiary undertakings
Investments in subsidiaries are measured at cost less accumulated impairment.
The carrying values of non-financial assets are reviewed annually for
impairment when events or changes in circumstances indicate the carrying value
may not be recoverable. The recoverable amount of non-financial assets is the
greater of net selling price and value in use. 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 an asset that does not
generate largely independent cash inflows, the recoverable amount is
determined for the cash generating unit to which the asset belongs. If such
indication of impairment exists and where the carrying values exceed the
estimated recoverable amount, the assets or cash generating units are written
down to their recoverable amount. Impairment losses are recognised within
operating loss.
4.12 Impairment testing intangible assets and property, plant and equipment
At each statement of financial position date, the Group reviews the carrying
amounts of the assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where it is not possible to estimate the
recoverable amount of an individual asset, the Group estimates the recoverable
amount of the cash-generating unit to which the asset belongs. Where a
reasonable and consistent basis of allocation can be identified, corporate
assets are also allocated to individual cash-generating units, or otherwise
they are allocated to the smallest group of cash-generating units for which a
reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet
available for use are tested for impairment annually, and whenever there is an
indication that the asset may be impaired.
In assessing whether an impairment is required, the carrying value of the
asset is compared with its recoverable amount. The recoverable amount is the
higher of the fair value less costs of disposal (FVLCD) and value in use
(VIU).The FVLCD is estimated based on future discounted cash flows expected to
be generated from the continued use of the asset, including any expansion
prospects and eventual disposal, using market-based commodity prices, exchange
assumptions, estimated quantities of recoverable minerals, production levels,
operating costs and capital requirements based on the latest life of mine
plans. These cash flows were discounted using a real post-tax discount rate
that reflect the current market assessments of time value of money.
Value in use is determined as the present value of the estimated cash flows
expected to arise from continued use in its current form and eventual
disposal. Value in use cannot take into consideration future development. The
assumptions used in the calculation are often different than those used in a
FVLCD and therefore is likely to yield a different result.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset
(cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognised immediately in profit or loss. Where an impairment loss
subsequently reverses, the carrying amount of the asset (cash-generating unit)
is increased to the revised estimate of its recoverable amount, but so that
the increased carrying amount does not exceed the carrying amount that would
have been determined had no impairment loss been recognised for the asset
(cash-generating unit) in prior years. A reversal of an impairment loss of the
assets is recognised immediately in profit or loss.
4.13 Inventories
Inventories are measured at the lower of cost and net realisable value. The
cost of inventories is based on the first-in first-out principle, and includes
expenditure incurred in acquiring the inventories, production or conversion
costs and other costs incurred in bringing them to their existing location and
condition. In the case of manufactured inventories and work in progress, cost
includes an appropriate share of production overheads based on normal
operating capacity.
Net realisable value is the estimated selling price in the ordinary course of
business, less the estimated costs of completion and selling expenses.
4.14 Cash
Cash and cash equivalents comprise cash balances, call deposits and highly
liquid investments with maturities of three months or less from the
acquisition date that are subject to insignificant risk of changes in their
fair value.
4.15 Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and
substantially all the risks and rewards are transferred.
A financial liability is derecognised when it is extinguished, discharged,
cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing
component and are measured at the transaction price in accordance with IFRS
15, all financial assets are initially measured at fair value adjusted for
transaction costs (where applicable).
Financial instruments, other than those designated and effective as hedging
instruments, are classified into the following categories:
• amortised cost
• fair value through profit or loss (FVTPL)
• fair value through other comprehensive income (FVOCI).
The classification is determined by both:
• the entity's business model for managing the financial asset
• the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognised in
profit or loss are presented within finance costs, finance income or other
financial items, except for impairment of trade receivables which is presented
within other expenses.
Classification and initial measurement of financial liabilities
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the
case of loans and borrowings and payables, net of directly attributable
transaction costs.
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the
following conditions (and are not designated as FVTPL):
• they are held within a business model whose objective is to hold the
financial assets and collect its contractual cash flows
• the contractual terms of the financial assets give rise to cash flows that
are solely payments of principal and interest on the principal amount
outstanding After initial recognition, these are measured at amortised cost
using the effective interest method.
Discounting is omitted where the effect of discounting is immaterial. The
Group's cash and cash equivalents, trade and most other receivables fall into
this category of financial instruments as well as listed bonds.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business model other than
'hold to collect' or 'hold to collect and sell' are categorised at fair value
through profit and loss. Further, irrespective of business model financial
assets whose contractual cash flows are not solely payments of principal and
interest are accounted for at FVTPL. All derivative financial instruments fall
into this category, except for those designated and effective as hedging
instruments, for which the hedge accounting requirements apply. The category
also contains an equity investment. Assets in this category are measured at
fair value with gains or losses recognised in profit or loss.
The fair values of financial assets in this category are determined by
reference to active market transactions or using a valuation technique where
no active market exists.
Financial assets at fair value through other comprehensive income (FVOCI)
The Group accounts for financial assets at FVOCI if the assets meet the
following conditions:
• they are held under a business model whose objective it is "hold to
collect" the associated cash flows and sell and
• the contractual terms of the financial assets give rise to cash flows that
are solely payments of principal and interest on the principal amount
outstanding.
Any gains or losses recognised in other comprehensive income (OCI) will be
recycled upon derecognition of the asset.
Impairment of financial assets
The Group recognises an allowance for expected credit losses using the
'expected credit loss (ECL) model'. In applying, the Group considers a broader
range of information when assessing credit risk and measuring expected credit
losses, including past events, current conditions, reasonable and supportable
forecasts that affect the expected collectability of the future cash flows of
the instrument.
In applying this forward-looking approach, a distinction is made between:
• financial instruments that have not deteriorated significantly in credit
quality since initial recognition or that have low credit risk ('Stage 1') and
• financial instruments that have deteriorated significantly in credit
quality since initial recognition and whose credit risk is not low ('Stage
2').
'Stage 3' would cover financial assets that have objective evidence of
impairment at the reporting date.
'12-month expected credit losses' are recognised for the first category while
'lifetime expected credit losses' are recognised for the second category.
Measurement of the expected credit losses is determined by a
probability-weighted estimate of credit losses over the expected life of the
financial instrument.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other
receivables as well as contract assets and records the loss allowance as
lifetime expected credit losses. These are the expected shortfalls in
contractual cash flows, considering the potential for default at any point
during the life of the financial instrument. In calculating, the Group uses
its historical experience, external indicators and forward-looking information
to calculate the expected credit losses using a provision matrix.
The Group assess impairment of trade receivables on a collective basis as they
possess shared credit risk characteristics they have been grouped based on the
days past due.
Subsequent measurement of financial liabilities
For purposes of subsequent measurement, financial liabilities are classified
in two categories:
• Financial liabilities at fair value through profit or loss
• Financial liabilities at amortised cost (loans and borrowings)
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial
liabilities held for trading and financial liabilities designated upon initial
recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred
for the purpose of repurchasing in the near term. This category also includes
derivative financial instruments entered into by the Group that are not
designated as hedging instruments in hedge relationships as defined by IFRS 9.
Separated embedded derivatives are also classified as held for trading unless
they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the
statement of profit or loss.
Financial liabilities designated upon initial recognition at fair value
through profit or loss are designated at the initial date of recognition, and
only if the criteria in IFRS 9 are satisfied. The Group has not designated any
financial liability as at fair value through profit or loss.
Financial liabilities at amortised cost (Loans and Borrowings)
Amounts borrowed from third parties are recorded initially at fair value,
being the amount received under the agreements less issuance costs, and
subsequently measure at amortised cost using an effective interest rate. There
are times when there are conversion options included in the Group's borrowing
agreements. The conversion options are analysed under IAS 32 - Financial
Instruments: presentation to determine the proper classification. If the
option is determined to be equity, the fair value of the conversion option is
included in other reserves, with the fair value of the liability portion being
recorded as a liability with interest accruing under the effective interest
rate. If the conversion option is determined to be a liability, it is treated
as a derivative financial instrument measured at fair value through profit or
loss.
When a conversion option is exercised, the fair value of the shares issued is
recorded in share capital and share premium. The amortised carrying value of
the liability portion is extinguished. If the conversion option is an equity
instrument, this is closed to retained earnings. If the conversion option is a
liability component, it is extinguished. Any difference between the carrying
value of the liability and the conversion option and the fair value of share
issued is taken to the profit and loss as gain or loss on extinguishment.
If debt agreements are modified, any difference between the fair value of the
original debt and the modified debt is included as a gain or loss on
modification. If the modification is significant, this is considered an
extinguishment of the old debt and recognition of new debt.
Warrants
The Company will issue warrants in association with debt and equity issuances
and as compensation to suppliers or vendors in exchange for services. These
are determined to be equity instruments. When warrants are issued with debt or
as compensation to suppliers or vendors, the value of the warrants are
included within the share-based payments reserve that sits within the other
reserve. When warrants are issued together with equity issuances any fair
value associated with these are recognised when the warrants are exercised
within share premium. On exercise of the warrants, the value of the warrants
will be transferred from other reserves to the profit and loss reserve as
applicable.
4.16 Provisions
A provision is recognised if, as a result of a past event, the Group has a
present legal or constructive obligation that can be estimated reliably, and
it is probable that an outflow of economic benefits will be required to settle
the obligation. Provisions are determined by discounting the expected future
cash flows at a pre-tax rate that reflects current market assessments of the
time value of money and the risks specific to the liability. The unwinding of
the discount is recognised as finance cost.
Environmental protection, rehabilitation and closure costs
Provision is made for close down, restoration and environmental rehabilitation
costs (which include the dismantling and demolition of infrastructure, removal
of residual materials and remediation of disturbed areas) in the financial
period when the related environmental disturbance occurs, based on the
estimated future costs using information available at the reporting date. The
provision is discounted using a discount rate equal to yield to maturity of
relevant state bonds and the unwinding of the discount is included in interest
expense.
The provision is reviewed on an annual basis for changes to obligations,
legislation or discount rates that impact estimated costs or lives of
operations.
Restoration and environmental rehabilitation costs are either expensed to the
cost of production or capitalised as part of property, plant and equipment
depending on mine operational circumstances.
4.17 Leases
The Group as lessee
The Group assesses whether a contract is or contains a lease, at inception of
the contract. The Group recognises a right-of-use asset and a corresponding
lease liability with respect to all lease arrangements in which it is the
lessee, except for short-term leases (defined as leases with a lease term of
12 months or less) and leases of low value assets (such as tablets and
personal computers, small items of office furniture and telephones). For these
leases, the Group recognises the lease payments as an operating expense on a
straight-line basis over the term of the lease unless another systematic basis
is more representative of the time pattern in which economic benefits from the
leased assets are consumed.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted by using the
rate implicit in the lease. If this rate cannot be readily determined, the
Group uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
· Fixed lease payments (including in-substance fixed payments),
less any lease incentives receivable;
· Variable lease payments that depend on an index or rate,
initially measured using the index or rate at the commencement date;
· The amount expected to be payable by the lessee under residual
value guarantees;
· The exercise price of purchase options, if the lessee is
reasonably certain to exercise the options; and
· Payments of penalties for terminating the lease, if the lease
term reflects the exercise of an option to terminate the lease.
·
The lease liability is presented as a separate line in the consolidated
statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount
to reflect interest on the lease liability (using the effective interest
method) and by reducing the carrying amount to reflect the lease payments
made.
The Group remeasures the lease liability (and makes a corresponding adjustment
to the related right-of-use asset) whenever:
The lease term has changed or there is a significant event or change in
circumstances resulting in a change in the assessment of exercise of a
purchase option, in which case the lease liability is remeasured by
discounting the revised lease payments using a revised discount rate.
The lease payments change due to changes in an index or rate or a change in
expected payment under a guaranteed residual value, in which cases the lease
liability is remeasured by discounting the revised lease payments using an
unchanged discount rate (unless the lease payments change is due to a change
in a floating interest rate, in which case a revised discount rate is used).
The Group did not make any such adjustments during the periods presented.
The right-of-use assets comprise the initial measurement of the corresponding
lease liability, lease payments made at or before the commencement day, less
any lease incentives received and any initial direct costs. They are
subsequently measured at cost less accumulated depreciation and impairment
losses.
Whenever the Group incurs an obligation for costs to dismantle and remove a
leased asset, restore the site on which it is located or restore the
underlying asset to the condition required by the terms and conditions of the
lease, a provision is recognised and measured under IAS 37. To the extent that
the costs relate to a right-of-use asset, the costs are included in the
related right-of-use asset, unless those costs are incurred to produce
inventories.
Right-of-use assets are depreciated over the shorter period of lease term and
useful life of the underlying asset. If a lease transfers ownership of the
underlying asset or the cost of the right-of-use asset reflects that the Group
expects to exercise a purchase option, the related right-of-use asset is
depreciated over the useful life of the underlying asset. The depreciation
starts at the commencement date of the lease.
The right-of-use assets are presented within property plant and equipment in
the consolidated statement of financial position.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired
and accounts for any identified impairment loss as described in the
'Impairment testing intangible assets and property, plant and equipment'
policy.
4.18 Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the Chief Operating Decision-Maker. The Chief Operating
Decision-Maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Executive
Directors of the Group that make the operating decisions.
5 Critical accounting judgements and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
5.1 Key sources of estimation uncertainty
The following are the key assumptions / uncertainties at the statement of
financial position date, which have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next
financial year.
5.1.1 Provision for environmental rehabilitation
Provision is made for close down, restoration and environmental rehabilitation
costs based on the estimated future costs using information available at the
reporting date. Costs are estimated based on the observable local prices, fees
and already agreed contract for specific jobs. The provision is discounted
using a risk-free discount rate from 12.01% to 12.61% attributed to the
Russian Federal bonds with corresponding maturity.
5.1.2 Impairment review of the mining assets
The impairment assessment of the West Kytlim mining asset was performed by
calculating the higher of fair value less cost of disposal and value in use
and compared against the carrying value of the mining assets. Projected cash
flows from 2024 to 2043 were used to assess the fair value less costs of
disposal. The chosen period is consistent with the quantity of the approved
reserves and resources and available for mining operations. No impairment has
been recognised.
Assumptions used throughout 2024-2043:
Platinum/Gold price $1,172-1,381/oz / $1,825/oz
Pt grade 0.45 g/tonne
Process recovery 89.7%
Post-tax discount rate 7.74%
5.1.3 Impairment review of the intangible asset
Intangible asset represents the Monchetundra development and
Nittis-Kumuzhya-Travyanaya (the "NKT") exploration and evaluation assets. NKT,
previously referred to as The Monchetundra Flanks, is a northeast extension of
the Monchetundra mineralisation. Monchetundra has been assessed as an
economically viable asset for the purpose of preparing and submitting a
Definitive Feasibility Study for the mines development. Parameters of the
assessment have been evaluated by an expert panel of mining industry
professionals and are being regularly evaluated by the Company for signs which
can trigger impairment of the asset. The NKT exploration and evaluation asset
falls under the IFRS 6 treatment. There were no indicators of impairment
identified during the course of the year ended 31 December 2023.
5.1.4. Impairment of investments in subsidiary and receivables from subsidiaries
The Company's financial statements, and in particular its investments in and
receivables from subsidiaries, are affected by certain of the critical
accounting judgements and key sources of estimation uncertainty.
The critical estimates and judgments referred to application of the expected
credit loss model to intercompany receivables (note 31). Management determined
that the interest free on demand loans were required to be assessed on the
lifetime expected credit loss approach and assessed scenarios considering
risks of loss events and the amounts which could be realised on the loans. In
doing so, consideration was given to factors such as the cash held by
subsidiaries and the underlying forecasts of the Group's divisions and their
incorporation of prospective risks and uncertainties.
In relation to impairment of investments in subsidiary please refer to Note
4.11.
6 Segmental information
During the year under review management identified the Group consisting of
separate segments:
West Kytlim Monchetundra Corporate and other segments Total
Geographical location Urals Mountains, Russia Kola Peninsula, Russia London, UK
Activity Operating mine and revenue generating unit Licenced mining project Management and investment
2023 £ £ £ £
Non-current assets 10,109,352 3,107,756 478,388 13,695,496
Total assets 14,786,256 3,273,798 1,064,620 19,124,674
Total liability 817,921 182,004 467,568 1,467,493
Revenue 2,069,262 0 2,069,262
Loss for the year (3,196,028) (866,563) (2,620,350) (6,682,941)
2022 £ £ £ £
Non-current assets 9,726,366 2,797,496 4,439,688 16,963,550
Total assets 16,948,963 3,237,597 5,146,999 25,333,559
Total liability 2,397,851 51,042 472,951 2,921,844
Revenue 119,525 - -0 119,525
Loss for the year (4,397,875) 87,385 (2,919,598) (7,230,088)
7 Employees
Average number of staff (excluding Non-Executive Directors) employed
throughout the year was as follows:
2023 2022
By the Company 3 4
By the Group 77 116
8 Revenue
Disaggregation of by primary markets is as follows:
Year to 31 December 2023 Year to 31 December 2022
Group Company Group Company
£ £ £ £
Revenue from sale of platinum and other precious metals 2,069,262 - 61,075 -
Revenue from management services - 120,000 - 120,000
Revenue from other services - - 58,450 -
2,069,262 120,000 119,525 120,000
Disaggregation of revenue from contracts with customers:
Year to 31 December 2023 Year to 31 December 2022
Group Company Group Company
Russia Cyprus Russia Cyprus
£ £ £ £
Revenue from external customers
- Sale of platinum and other precious metals 2,069,262 - 61,075 -
- Other services - - 58,450 -
Revenue from related parties
- Management services - 120,000 - 120,000
2,069,262 120,000 119,525 120,000
Timing of revenue recognition
At a point of time 2,069,262 - 119,525 -
Over time - 120,000 - 120,000
2,069,262 120,000 119,525 120,000
Revenue recognised in 2023 relates to the sale of PGM concentrate from the
stockpile of 2022.
9 Profit/(loss) for the year
Profit/(loss) for the year has been arrived at after charging:
Year to 31 December 2023 Year to 31 December 2022
Group Company Group Company
£ £ £ £
Cost of sales (1,564,224) - (30,173) -
Administrative expenses (1,185,490) (1,947,134) (4,618,351) (2,223,300)
Cost of sales includes:
Cost of concentrate sold (1,564,224) - - -
Administration expenses include:
Staff benefits expenses 1,000,362 678,413 1,174,636 823,106
Depreciation* 20,921 419 8,602 385
Audit fees payable 142,924 142,924 145,000 145,000
Staff benefits expense:
Wages, salaries and Directors' fees (note 28) 904,524 654,582 1,073,952 804,174
Social security costs 94,737 22,730 99,364 17,592
Other short-term benefits 1,101 1,101 1,321 1,321
1,000,362 678,413 1,174,637 823,087
* * Total depreciation for the year ended 31 December 2023 was £1,139,921
(2022: £1,006,210)
10 Finance cost
Year to 31 December 2023 Year to 31 December 2022
Group Company Group Company
£ £ £ £
Interest on obligations under finance leases 49,887 - 90,446 -
Unwinding of discounts on provisions 33,214 - 17,251 -
83,101 - 107,697 -
11 Other gains and losses
Year to 31 December 2023 Year to 31 December 2022
Group Company Group Company
£ £ £ £
Gains
Net foreign exchange gain - - 182,640 -
Reversal of loss on valuation of inventories to net realisable value * 391,983 - - -
Gain on disposal of property, plant and equipment - - 4,952 -
391,983 - 187,592 -
Losses
Net foreign exchange loss (6,311,121) (162,020) - (64,219)
Loss on valuation of inventories to net realisable value * - - (2,028,151) -
Loss on disposal of investments (53,408) (53,408) (814,158) (389,292)
The majority of the foreign exchange gains and losses are a result of the
revaluation of monetary assets and liabilities in the subsidiary accounts as a
result of movements in the Rouble exchange rates.
* In 2022 the Group took a decision to postpone the sale of platinum and other
metals due to a strong Ruble and low platinum price. In 2023 a part of
platinum concentrate from the stockpile was sold. Stock available at 31
December 2023 represents platinum concentrate ready for refining, which was
valued (i) using methodology set in the refining and sale and purchase
agreement made with local refinery in 2023 and (ii) exchange rate and metal
prices at 31 December 2023. Improved parameters of valuation led to partial
reversal of the loss recognised in 2022.
12 Income taxes
(a) tax charged in the statement of profit and loss
Year to Year to
31 December 2023 31 December 2022
Group Group
£ £
Current tax (2,001) -
Tax payable by the Group for the year ended 31 December 2023 is £90 (2022:
nil).
There was no tax payable by the Company for the year ended 31 December 2022
(2021: nil) due to the Company having taxable losses.
(b) Reconciliation of the total tax charge
Year to Year to
31 December 2023 31 December 2022
Group Group
£ £
Loss before tax (6,680,940) (7,230,088)
Current tax at 23.5% (2022: 19%) (1,570,021) (1,373,717)
Adjusted for the effect of:
Expenses not deductible for tax purposes - -
Profits not subject to tax - -
Tax losses utilised - -
Unrecognised tax losses carried forward 1,568,020 1,373,717
Actual tax expense 2,001 -
Total accumulated tax losses at 31 December 2023 - £28,348,555, (31 December
2022 - £27,098,150)
The Group operates in the following jurisdictions with the following
applicable tax rates:
Jurisdiction Year to Year to
31 December 2023 31 December 2022
United Kingdom 23.5%* 19%
Russia 20% 20%
Cyprus 12.5% 12.5%
*UK companies are subject to corporate income tax of 25% effective April 1,
2023 from the previous tax rate of 19% (average tax rate in 2023 is 23.5%).
Tax payable for the year ended 31 December 2023 is £90 (2022: nil).
13 Property, plant and equipment
(a) Group property, plant and equipment
Mining asset Stripping asset Property Plant and machinery Right of use assets Office fixture and fittings Total
£ £ £ £ £ £
Cost
Balance at 1 January 2022 3,804,262 609,968 23,093 1,107,164 688,493 11,069 6,244,049
Additions 49,950 2,391,500 - - - 2,477 2,443,927
Transfer from assets under construction - - - 4,776,644 - - 4,776,644
Disposals - - - (61,910) - (2,389) (64,299)
Transfer to inventory (2,365,988) - - - - (2,365,988)
Exchange differences 527,350 81,689 883 148,276 92,206 1,175 851,579
Balance at 31 December 2022 4,381,562 717,169 23,976 5,970,174 780,699 12,332 11,885,912
Additions 2,598 2,703,247 - 30,621 1,974 2,738,440
Transfer from assets under construction - - - 991,394 - - 991,394
Disposals - - - (1,433) - (2,298) (3,731)
Exchange differences (881,649) (153,851) (1,604) (1,280,750) (167,479) (2,152) (2,487,485)
Balance at 31 December 2023 3,502,511 3,266,565 22,372 5,679,385 643,841 9,856 13,124,530
Depreciation
Balance at 1 January 2022 (694,630) - (1,145) (247,101) (230,760) (8,670) (1,182,306)
Disposals - - - 61,910 - 2,389 64,299
Depreciation expense (81,361) - (99) (766,873) (156,139) (1,738) (1,006,210)
Exchange differences (96,354) - (153) (33,093) (30,904) (960) (161,464)
Balance at 31 December 2022 (872,345) - (1,397) (985,157) (417,803) (8,979) (2,285,681)
Disposals - - - 1,433 - 2,298 3,731
Depreciation expense - - (81) (1,005,627) (131,950) (2,263) (1,139,921)
Exchange differences 205,534 - 299 211,339 89,630 1,522 508,324
Balance at 31 December 2023 (666,811) - (1,179) (1,778,012) (460,123) (7,422) (2,913,547)
Carrying amount:
at 31 December 2023 2,835,700 3,266,565 21,193 3,901,373 183,718 2,434 10,210,983
at 31 December 2022 3,509,217 717,169 22,579 4,985,017 362,896 3,353 9,600,231
The Group's right of use assets represents plant and machinery type assets
acquired under lease terms (note 25).
The stripping asset is also a component of the mining assets; however, this is
being shown separate from the mining assets for presentational purposes. There
was no depreciation of the stripping asset in the current period.
(b) Assets in the course of construction
2023 2022
£ £
Cost
Balance at 1 January 696,026 640,423
Additions 780,814 4,746,479
Commissioned assets (991,394) (4,776,644)
Exchange differences (149,315) 85,768
Balance at 31 December 336,131 696,026
Assets in the course of construction represent the Group's investment in the
asset taken time to construct and bring into operation. Such items include
powerline, dragline and field workers' camp structures.
(c) Company's office fixture and fittings
2023 2022
£ £
Cost
Balance at 1 January 2,298 2,298
Additions - -
Disposal (2,298) -
Balance at 31 December - 2,298
Depreciation
Balance at 1 January (1,494) (1,494)
Depreciation expense (419) (385)
Disposals 2,298 -
Balance at 31 December - (1,879)
- 419
Carrying amount
The Company's property, plant and equipment are free from any mortgage or
charge.
14 Intangible assets
In 2023 and 2022 intangible assets represented only capitalised costs
associated with the Group's exploration and evaluation of mineral resources.
2023 2022
£ £
Cost
Balance at 1 January 2,859,368 1,389,029
Additions 912,820 1,239,085
Exchange differences (623,806) 231,254
Balance at 31 December 3,148,382 2,859,368
At 31 December 2023 and 31 December 2022, the Group's intangible asset
consisted of the Monchetundra development and Nittis-Kumuzhya-Travyanaya (the
"NKT") exploration and evaluation assets.
The Company did not directly own any intangible assets at 31 December 2023
(2022: nil)
15 Subsidiaries
Details of the Company's subsidiaries at 31 December 2023 are as follows:
Name of subsidiary Place of incorporation Proportion of ordinary shares held Principal activity
Urals Alluvial Platinum Limited Lampousa 1, 1095, 100% Holding Company
Nocosia, Cyprus
ZAO Eurasia Mining Service Office 219/7, 36 Engelsa Street, Yekaterinburg, Sverdlovsk Region, Russian 100% Holding Company
Federation
ZAO Kosvinsky Kamen 1, Pushkina Street, Kytlym Settlement, Karpinsk, Sverdlovsk Region, Russian 68% Mineral Evaluation
Federation
ZAO Terskaya Mining Company Office 110, 23, Komsomolskaya Street, Monchegorsk, Murmansk Region, Russian 80% Mineral Evaluation
Federation
ZAO Yuksporskaya Mining Company Office 110, 23, Komsomolskaya Street, Monchegorsk, Murmansk Region, Russian 100% Mineral Evaluation
Federation
OOO Kola Mining Office 110, 23, Komsomolskaya Street, Monchegorsk, Murmansk Region, Russian 100% Mineral Evaluation
Federation
OOO Kola Nickel Office 110, 23, Komsomolskaya Street, Monchegorsk, Murmansk Region, Russian 100% Mineral Evaluation
Federation
Eurasia Mining (UK) Limited 142 International House Cromwell Road, London, UK 100% Dormant company
The Group's assets are located in Russia. From 2022 additional sanctions to
those which had existed since 2014 are being imposed on certain activities,
entities and individuals connected with Russia, which continue to evolve and
which are being carefully monitored by the Company in accordance with its
sanctions compliance policy, and with the assistance of its external legal
advisers. While Eurasia is not an entity connected with Russia, the Company
has satisfied itself that neither of its current activities are prohibited
under US, UK or EU sanctions rules. Furthermore, the Company does not engage
and has not engaged with any sanctioned persons/ entities or agencies.
Sanctions introduced by the Russian Federal government have also not affected
the Company, although this is being closely monitored. The Company closely
monitors all regulatory requirements and changes to the laws, rules and
regulations, taking steps whenever necessary to ensure compliance with new
legislation.
The Company's investments in subsidiaries presented on the basis of direct
equity interest and represent the following:
2023 2022
£ £
Investment in subsidiaries (i) 1,132,246 1,132,246
1,132,246 1,132,246
Investment in subsidiaries represents the Company investments made into its
100% subsidiary Urals Alluvial Platinum Limited (the "UAP"), which in turn
controls other subsidiaries within the Group.
Subsidiaries with material non-controlling interests ("NCI")
Summary of non-controlling interest
2023 2022
£ £
As at 1 January (3,401,548) (1,950,049)
Loss attributable to NCI (1,196,042) (1,389,843)
Exchange differences 530,146 (61,656)
As at 31 December (4,067,444) (3,401,548)
Non-controlling interest on subsidiary basis
2023 2022
£ £
ZAO Kosvinsky Kamen (3,174,845) (2,702,482)
ZAO Terskaya Mining Company (892,599) (699,066)
(4,067,444) (3,401,548)
ZAO Kosvinsky Kamen
2023 2022
£ £
Non-current assets 10,109,352 9,726,366
Current assets 4,676,904 7,222,597
Total assets 14,786,256 16,948,963
Non-current liabilities 21,406,796 21,083,191
Current liabilities 1,333,528 2,184,055
Total liabilities 22,740,324 23,267,246
Net assets (7,954,068) (6,318,283)
Equity attributable to owners of the parent (4,779,223) (3,615,801)
Non-controlling interests (3,174,845) (2,702,482)
Loss for the year attributable to owners of the parent (2,173,299) (3,053,367)
Loss for the year attributable to NCI (1,022,729) (1,407,320)
Loss for the year (3,196,028) (4,460,687)
Total comprehensive expense for the year attributable to owners of the parent (1,163,422) (3,120,140)
Total comprehensive expense for the year attributable to NCI (472,363) (1,484,099)
Total comprehensive expense for the year (1,635,785) (4,604,239)
Net cash outflow from operating activities (2,416,882) (8,215,738)
Net cash used in investing activities (2,638,626) (3,768,012)
Net cash from financing activities 990,614 13,047,111
Net cash (outflow)/inflow (4,064,894) 1,063,361
ZAO Terskaya Mining Company
2023 2022
£ £
Non-current assets 3,107,756 2,797,496
Current assets 166,042 440,101
Total assets 3,273,798 3,237,597
Non-current liabilities 3,075,223 3,073,744
Current liabilities 1,490,743 776,399
Total liabilities 4,565,966 3,850,143
Net assets (1,292,168) (612,546)
Equity attributable to owners of the parent (399,569) 86,520
Non-controlling interests (892,599) (699,066)
Profit (loss) for the year attributable to owners of the parent (693,250) 69,908
Profit (loss) for the year attributable to NCI (173,313) 17,477
Profit (loss) for the year (866,563) 87,385
Total comprehensive expense for the year attributable to owners of the parent (486,089) (28,180)
Total comprehensive income (expense) for the year attributable to NCI (193,533) 32,600
Total comprehensive income (expense) for the year (679,622) 4,420
Net cash (outflow)/inflow from operating activities (695,382) 47,565
Net cash used in investing activities (1,037,486) (1,261,527)
Net cash from financing activities 883,458 1,657,397
Net cash (outflow)/inflow (849,410) 443,434
16 Financial assets
2023 2022
Group Company Group Company
£ £ £ £
Non-current
Financial assets at amortised cost:
US treasury notes - - 3,807,925 3,807,925
- -
3,807,925 3,807,925
US treasury notes return interest of 1.25% to 2.125% per cent per annum
payable semi-annually with maturity between August and October 2024. All of
the remaining US treasury notes had been sold by 31 December 2023.
17 Other financial assets
2023 2022
Group Company Group Company
£ £ £ £
Current
Advances to related parties - 28,880,560 - 28,157,840
- 28,880,560 - 28,157,840
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of assets mentioned above.
The Group has assessed the estimated credit losses of these loans and given
the effective interest rate of the loans is 0%, there would be an immaterial
loss expected on these loans.
Amounts due from related parties are non-interest bearing and are repayable on
demand. Advances made in 2023 were used to acquire earth moving machineries,
fund mine operating cost and exploration programme.
18 Inventories
2023 2022
Group Company Group Company
£ £ £ £
Platinum concentrate 2,145,033 4,131,104 -
Stores 160,075 - 51,278 -
2,305,108 - 4,182,382 -
Platinum Concentrate is the PGM and gold bearing concentrate produced at the
West Kytlim Mine in 2022 has been held in stock at 31 December 2023 ready for
later refining or being sold as unrefined concentrate. Inventories held by the
Group are stated at the lower of cost and net realisable value (Note 11).
The inventory recognised as expense is recorded under cost of sales (Note
9).
19 Trade and other receivables
2023 2022
Group Company Group Company
£ £ £ £
Trade receivables 760,374 - - -
Advances made - - 822,280 -
Prepayments 126,330 113,585 135,447 128,425
VAT receivable 343,425 327,130 1,942,410 97,817
Mining tax receivable 404,195 - - -
Other receivables 102,265 15,808 271,532 171,529
Due from related parties (note 28) - 1,247,036 - 36,269
1,736,589 1,703,559 3,171,669 434,040
The fair value of trade and other receivables is not materially different to
the carrying values presented. None of the receivables are provided as
security or past due.
20 Cash and cash equivalents
2023 2022
Group Company Group Company
£ £ £ £
Cash at bank 1,318,065 110,553 1,009,908 136,733
1,318,065 110,553 1,009,908 136,733
All amounts are short -term. The carrying value of cash and cash equivalents
is considered a reasonable approximation of fair value.
21 Issued capital
2023 2022
Issued and fully paid ordinary shares
with a nominal value of 0.1p
Number 2,864,559,995 2,853,559,995
Nominal value (£) 2,864,560 2,853,560
Issued and fully paid deferred shares
with a nominal value of 4.9p
Number 143,377,203 143,377,203
Nominal value (£) 7,025,483 7,025,483
Share premium
Value (£) 51,343,268 51,308,068
Total issued capital (£) 61,233,311 61,187,111
Fully paid ordinary shares carry one vote per share and carry the right to
dividends.
Deferred shares have attached to them the following rights and restrictions:
- they do not entitle the holders to receive any dividends and distributions;
- they do not entitle the holders to receive notice or to attend or vote at
General Meetings of the Company;
- on return of capital on a winding up the holders of the deferred shares are
only entitled to receive the amount paid up on such shares after the holders
of the ordinary shares have received the sum of 0.1p for each ordinary share
held by them and do not have any other right to participate in the assets of
the Company.
Issue of ordinary share capital in 2023:
Price Number Nominal value
in pence per share £
As at 1 January 2023 2,853,559,995 2,853,560
30-January-2023 - Share options 0.42 5,000,000 5,000
03-November-2023 - Share options 0.42 6,000,000 6,000
11,000,000 11,000
As at 31 December 2023 2,864,559,995 2,864,560
22 Share based payments
Share options and warrants outstanding at the end of the year have the
following expiry date and exercise prices:
Expiry date Exercise price in pence per share Number of instruments as at Number of instruments as at
31 December 2023 31 December 2022
Share options
02 November 2023 0.42 - 55,000,000
02 November 2023 0.60 - 40,000,000
02 November 2023 0.90 - 35,000,000
Weighted average exercise price 0.60 - 130,000,000
Warrants
20 May 2024 26.5 53,306,751 53,306,751
23 September 2024 26.0 41,551,563 41,551,563
Weighted average exercise price 26.28 94,858,314 94,858,314
Total contingently issuable shares 224,858,314 224,858,314
at 31 December
During 2023 11,000,000 options were executed. All the remaining options had
expired.
All the listed warrants were exercisable as at 31 December 2023 (2022 - all).
Share options
Movement in number of share options outstanding and their related weighted
average exercise prices are as follows:
(Price expressed in pence per share) 2023 2022
Average exercise price No. of share options Average exercise price No. of share options
Share options
At 1 January 0.60 130,000,000 0.60 130,000,000
Exercised 0.42 (11,000,000)
Expired 0.62 (119,000,000)
At 31 December - - 0.60 130,000,000
No options were granted by the Group in 2023 (2022 - nil) to the Directors,
Group employees and consultants to the Group. 21,000,000 options have been
authorised in 2018 to be granted at later date. No amounts are paid or payable
by the recipient on receipt of the option. The options carry neither right to
dividends nor voting rights. Options may be exercised at any time from the
vesting date to the date of their expiry. The Group has no legal or
constructive obligation to repurchase or settle the options in cash.
Out of 173,000,000 options granted by the Group in 2018:
- 72,000,000 options issued with exercise price of 0.42p and
vested on the issue date.
- 53,000,000 options issued with exercise price of 0.6p and were
due to vest at the date when VWAP has been 0.6 p or above for 10 consecutive
days, or at the latest 31 December 2018. Options vested on 22 November 2018.
- 48,000,000 options issued with exercise price of 0.9p vesting at
the date when VWAP has been 0.9 p or above for 10 consecutive days, or at the
latest 30 June 2019. Options vested on 30 June 2019.
All options granted in 2018 were due to expire on 02 November 2022 and were
extended to 02 November 2023.
During 2023 11,000,000 options were executed. All the remaining options had
expired.
Warrants
No warrants were granted by the Group in 2023 (2022: nil).
Movement in number of warrants outstanding and their related weighted average
exercise prices are as follows:
(Price expressed in pence per share) 2023 2022
Average exercise price No. of warrants Average exercise price No. of warrants
Warrants
At 1 January 26.28 94,858,314 26.28 94,858,314
At 31 December 26.28 94,858,314 26.28 94,858,314
23 Other reserves
2023 2022
Group Company Group Company
£ £ £ £
Capital redemption reserve 3,539,906 3,539,906 3,539,906 3,539,906
Foreign currency translation reserve:
At 1 January (343,097) - (1,335) -
Recognised in the period 1,352,061 - (341,762) -
At 31 December 1,008,964 - (343,097) -
Share-based payments reserve:
At 1 January 384,120 384,120 384,120 384,120
Utilised on exercise of options (26,424) (26,424) - -
Reversed on expired options (357,696) (357,696) - -
At 31 December - - 384,120 384,120
4,548,870 3,539,906 3,580,929 3,924,026
The capital redemption reserve was created as a result of a share capital
restructure in earlier years.
The foreign currency translation reserve represents exchange differences
relating to the translation from the functional currencies of the Group's
foreign subsidiaries into GBP.
The share-based payments reserve represents (i) reserve arisen on the grant of
share options to employees under the employee share option plan and (ii)
reserve arisen on the grant of warrants under terms of professional service
agreements and/or issued under terms of financing arrangements.
24 Borrowings
2023 2022
Group Company Group Company
£ £ £ £
Current borrowings
Unsecured loan 44,014 - - -
44,014 - - -
In December 2023, the Group entered into unsecured loan facility to borrow RUB
5 million (GBP 44,014 at the rate exchange rate as at 31 December 2023) at 20%
per annum (Russian central bank rate of 16% plus 4% margin). The loan is
repayable by 31 December 2024.
25 Lease liabilities
Leases
The Group leases certain of its plant and equipment. The average lease term is
1.5 years (2022: 2.5 years). The Group has option to purchase the equipment
for a nominal amount at the maturity of the finance lease. The Group's
obligation under finance leases are secured by the lessor's title to the
leased assets.
Interest rates underlying all obligations under finance leases are fixed at
respective contract dates ranging from 21.9% to 23.5% per annum.
Minimum lease payments Present value of minimum lease payments
2023 2022 2023 2022
£ £ £ £
Less than one year 157,445 224,700 139,178 167,071
Between one and five years 25,987 202,820 24,966 181,198
More than five years - - - -
183,432 427,520 164,144 348,269
Less future finance charges (19,288) (79,251) - -
Present value of minimum lease payments 164,144 348,269 164,144 348,269
Reconciliation of movements in lease liabilities
2023 2022
Group Company Group Company
£ £ £ £
At 1 January 348,269 - 429,543 -
Interest accrued 49,887 - 90,446 -
Interest paid in cash (49,887) - (90,446) -
Principle paid in cash (116,905) - (141,528) -
Exchange differences (67,220) - 60,254 -
At 31 December 164,144 - 348,269 -
26 Trade and other payables
2023 2022
Group Company Group Company
£ £ £ £
Trade payables 552,599 - 270,214 -
Accruals 170,316 133,936 1,825,269 159,583
Social security and other taxes 33,832 4,248 46,460 7,998
Other payables 104,751 295,616 88,936 268,962
861,498 433,800 2,230,879 436,543
The fair value of trade and other payables is not materially different to the
carrying values presented. The above listed payables were all unsecured.
27 Provisions
2023 2022
£ £
Long term provision:
Environment rehabilitation 397,747 254,218
Short term provision:
Environment rehabilitation - 88,478
397,747 342,696
Movement in provision is as follows
2023 2022
£ £
At 1 January 342,695 200,762
Recognised in the period 104,158 54.612
Results of re-measurement or settlement without cost - 45,446
Unwinding of discount and effect of changes in the discount rate (33,214) 17,251
Exchange differences (82,321) 24,625
At 31 December 397,747 342,696
Provision is made for the cost of restoration and environmental rehabilitation
of the land disturbed by the West Kytlim mining operations, based on the
estimated future costs using information available at the reporting date.
The provision is discounted using a risk-free discount rate of from 12.01% to
12.61% (2022: 6.99% to 8.31%) depending on the commitment terms, attributed to
the Russian Federal Bonds.
Provision is estimated based on the sub-areas within general West Kytlim
mining licence the Company has carried down its operations on by the end of
the reporting period. Timing is stipulated by the forestry permits issued at
the pre-mining stage for each of sub-areas.
28 Related party transactions
Transactions with subsidiaries
In the normal course of business, the Company provides funding to its
subsidiaries for reinvestment into exploration projects.
2023 2022
£ £
Receivables from subsidiaries 1,247,036 36,269
Loans provided to subsidiaries 28,880,560 28,157,840
Service charges to subsidiary 120,000 120,000
The amounts owed by subsidiaries are unsecured and receivable on demand.
Transactions with key management personnel
The Group considers that the key management personnel are the Directors of the
Company.
The following amounts were paid and/or accrued to the Directors of the Company
who held office at 31 December 2023:
2023 2022
£ £
Short-term benefits 415,417 580,194
415,417 580,194
The remuneration of the Directors is determined by the remuneration committee
having regard to the performance of individuals and market trends. No pension
contribution has been made for the Directors in 2023 (2022: nil).
An analysis of remuneration for each Director of the Company during 2023:
Name Position Salaries, bonuses and allowances Directors fees Total
£ £ £
C. Schaffalitzky Executive Chairman 120,000 - 120,000
J. Nieuwenhuys Executive Director 10,000 - 10,000
T. Abdikeev Non-Executive Director 125,417 - 125,417
I. Rawlinson Non-Executive Director - 55,000 55,000
K. Kosaka Non-Executive Director 15,000 45,000 60,000
A. Matyushok Non-Executive Director - 45,000 45,000
270,417 145,000 415,417
An analysis of remuneration for each Director of the Company during 2022:
Name Position Salaries, bonuses and allowances Directors fees Payment to entity controlled by director Total
£ £ £ £
C. Schaffalitzky Executive Chairman 120,000 - - 120,000
J. Nieuwenhuys Executive Director 180,000 - - 180,000
T. Abdikeev Non-Executive Director 90,000 26,250 - 116,250
I. Rawlinson Non-Executive Director - 55,000 - 55,000
K. Kosaka Non-Executive Director 15,000 45,000 - 60,000
A. Matyushok Non-Executive Director - 27,944 21,000 48,944
405,000 154,194 21,000 580,194
29 Loss per share
Basic loss per share is calculated by dividing the loss attributable to equity
holders of the Company by the weighted average number of ordinary shares in
issue during the year.
2023 2022
£ £
Loss attributable to equity holders of the Company (5,492,918) (5,840,245)
Weighted average number of ordinary shares in issue 2,859,132,598 2,853,559,995
Basic loss per share (pence) (0.19) (0.20)
Potential number of shares that could be issued following exercise of share
options or warrants:
Number of exercisable instruments: 2023 2022
£ £
Share options - 130,000,000
Warrants 94,858,314 94,858,314
94,858,314 224,858,314
There is no dilutive effect of share options or warrants (2022: nil) as the
Group was in a loss position.
30 Commitments
During 2020 the Group entered into several lease agreements to lease mining
plant and equipment. As at 31 December 2023 the average lease term was 1.5
years and present value of minimum lease payments £164,144 (2022: £348,269).
The Group has no other material commitments.
31 Risk management objectives and policies
Financial risk management objectives
The Group's operations are limited at present to investing in entities that
undertake mineral exploration. All investments in exploration are capitalised
on project basis, which are funded by shareholders funds and fixed rate
borrowings. The Group's activities expose it to a variety of financial risks
including currency, fair value and liquidity risk. The Group seeks to minimise
the effect of these risks on a daily basis, though due to its limited
activities the Group has not applied policy of using any financial instruments
to hedge these risks exposures.
Risk management is carried out by the Company under close board supervision.
Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily with respect to US Dollars
and Russian Roubles. Foreign exchange risk arises from future commercial
transactions, recognised assets and liabilities and net investments in foreign
operations. The Group's policy is not to enter into currency hedging
transactions.
The following significant exchange rates have been applied during the year:
GBP Average rate Reporting date spot rate
2023 2022 2023 2022
USD 1.244 1.238 1.273 1.204
RUB 106.32 87.51 113.6 89.23
Sensitivity analysis
A reasonably possible strengthening (weakening) of the USD and RUB, as
indicated below, against GBP at 31 December would have affected the
measurement of financial instruments denominated in a foreign currency and
affected equity and profit or loss before taxes by the amounts shown below.
The analysis assumes that all other variables, in particular interest rates,
remain constant and ignores any impact of forecast sales and purchases.
Strengthening Weakening
Equity Profit or loss Equity Profit or loss
£ £ £ £
31 December 2023
USD (5% movement) 99,634 15,742 (90,144) (14,243)
RUB (5% movement) 525,849 236,627 (475,769) (214,092)
Strengthening Weakening
Equity Profit or loss Equity Profit or loss
£ £ £ £
31 December 2022
USD (5% movement) 89,077 (22,834) (80,597) 20,660
RUB (5% movement) 387,517 266,807 (350,616) (241,394)
Interest rate risk
The Group had investment into US treasury notes returning fixed interest of
1.25% to 2.125% per cent per annum payable semi-annually, and mature between
August and October 2024. All notes had been cashed by 31 December 2023 As the
Group has no significant interest-bearing assets, the group's operating cash
flows are substantially independent of changes in market interest rates.
The Group has interest bearing loan and lease liabilities disclosed in the
notes 24 and 25. All such liabilities are at a fixed rate of interest.
Fair values
In the opinion of the Directors, there is no significant difference between
the fair values of the Group's and the Company's assets and liabilities and
their carrying values.
Credit risk
The Group's exposure to credit risk is limited to the carrying amount of
financial assets recognised at the consolidated statement of financial
position date, as summarised below:
2023 2022
Group Company Group Company
£ £ £ £
Non-current financial assets - - 3,807,925 -
Current loans and advances - 28,880,560 - 28,157,840
Trade and other receivables 1,736,589 1,703,559 3,171,669 434,040
Cash and cash equivalents 1,318,065 110,553 1,009,908 136,733
3,054,654 30,694,672 7,989,502 28,728,61
The Group's risk on cash at bank is mitigated by holding of the majority of
funds at the banks having good rating.
No significant amounts are held at banks rated less than "BBB". Cash is held
either on current account or on short-term deposit at floating rate. Interest
is determined by the relevant prevailing base rate. The fair value of cash and
cash equivalents at 31 December 2023 and 2022 are not materially different
from its carrying value.
Recoverability of the loans is dependent on the borrower's ability to
transform them into cash generating units through discovery of economically
recoverable reserves and their development into profitable production.
The Company continuously monitors defaults by the counterparties, identified
either individually or by group, and incorporates this information into its
credit risk control. Management considers that all of the above financial
assets that are not impaired are of good credit quality.
Liquidity risk
Ultimate responsibility for liquidity risk management rests with the board of
Directors, which has built an appropriate liquidity risk management framework
for the management of the Group's short, medium and long term funding and
liquidity management requirements. The Group manages liquidity risk by
maintaining adequate reserves, borrowing facilities, cash and cash equivalent
by continuously monitoring forecast and actual cash flows and matching the
maturity profiles of financial assets and liabilities.
The following table details the Group's remaining contractual maturity for its
non-derivative financial liabilities.
Current Non-current
within 1 to 2 later
12 months years than 2 years
£ £ £
2023
Lease liabilities 145,384 13,926 -
Trade and other payables 861,498 - -
1,006,882 13,926 -
2022
Lease liabilities 224,700 202,820 -
Trade and other payables 2,230,879 - -
2,455,579 202,820 -
The following table details the Company's remaining contractual maturity for
its non-derivative financial liabilities.
Current Non-current
within 1 to 2 later
12 months years than 2 years
£ £ £
2023
Trade and other payables 433,800 - -
433,800 - -
2022
Trade and other payables 436,543 - -
436,543 - -
The tables above have been drawn up based on the undiscounted cash flows of
financial liabilities based on the earliest date on which the Group can be
required to pay. The table includes both interest and principal cash flows.
The contractual maturities reflect the gross cash flows, which may differ to
the carrying values of the liabilities at the statement of financial position
date.
Capital risk
At present the Group's capital management objective is to ensure the Group's
ability to continue as a going concern.
Capital is monitored on the basis of its carrying amount and summarised as
follows:
2023 2022
Group Company Group Company
£ £ £ £
Total borrowings 208,158 - 348,269 -
Less cash and cash equivalents (1,318,065) (110,553) (1,009,908) (136,733)
Net debt - - - -
Total equity attributable to owners 21,724,625 31,393,118 25,813,263 33,232,660
of the Parent
Total capital 21,724,625 31,393,118 25,813,263 33,232,660
Gearing 0% 0% 0% 0%
Capital structure is managed depending on economic conditions and risk
characteristics of underlying assets. In order to maintain or adjust capital
structure, the Group may issue new shares and debt financial instruments or
sell assets to reduce debt.
32 Events after the statement of financial position date
In September 2024 the Company signed convertible loan agreement with Sanderson
Capital Partners Ltd ("Sanderson") to borrow up to GBP 2,500,000. The loan is
repayable in 12 months from the date of signing. Sanderson has an option to
convert all or part of the loan into Company's shares.
There have been no further adjusting events after the statement of financial
position.
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