REG - Mining, Minerals&Mtl - Final Results
21/05/2024 18:30
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RNS Number : 3638P Mining, Minerals & Metals PLC 21 May 2024
21 May 2024
For Immediate Release
Mining, Minerals & Metals plc
Annual Report and Financial Statements
Mining, Minerals & Metals plc ("MMM" or the "Company") presents its
audited financial statements for the twelve months ended 31 January 2024
("Financial Statements") as extracted from the Company's Annual Report which
is now available on the Company website at www.mmmplc.com and will be
provided to shareholders who have requested a printed or electronic copy.
The Financial Statements are set out below and should be read in conjunction
with the Report which contains the notes to the Financial Statements.
Further information
For further information, please visit the Company's website: www.mmmplc.com
(http://www.mmmplc.com/)
- Ends-
Roy Pitchford
Non-Executive Chairman, Mining, Minerals & Metals plc
Telephone +44 (0)20 7317 0644
Email: roy@mmmplc.com (mailto:roy@mmmplc.com)
Tavira Financial Limited - Financial Adviser and Broker
Jonathan Evans
Telephone: +44 (0)20 3192 1733
Email: jonathan.evans@tavira.group (mailto:jonathan.evans@tavira.group)
Notes to Editors
Mining, Minerals & Metals plc was established as a special purpose
acquisition company to undertake an acquisition of one or more businesses
(either shares or assets) that has operations involved in natural resources
exploitation that it will then look to develop and expand. The directors of
MMM have established a network of contacts internationally within the sector
and will utilise independent third parties to provide expert advice where
necessary.
Forward Looking Statements
Certain statements in this announcement are or may be deemed to be forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'' ''could'' "should" ''envisage''
''estimate'' ''intend'' ''may'' ''plan'' ''will'' or the negative of those
variations or comparable expressions including references to assumptions.
These forward-looking statements are not based on historical facts but rather
on the Directors' current expectations and assumptions regarding the Company's
future growth results of operations performance future capital and other
expenditures (including the amount, nature and sources of funding thereof)
competitive advantages business prospects and opportunities. Such forward
looking statements reflect the Directors' current beliefs and assumptions and
are based on information currently available to the Directors. Many factors
could cause actual results to differ materially from the results discussed in
the forward-looking statements including risks associated with vulnerability
to general economic and business conditions competition environmental and
other regulatory changes actions by governmental authorities the availability
of capital markets reliance on key personnel uninsured and underinsured losses
and other factors many of which are beyond the control of the Company.
Although any forward-looking statements contained in this announcement are
based upon what the Directors believe to be reasonable assumptions. The
Company cannot assure investors that actual results will be consistent with
such forward looking statements.
CHAIRMAN'S STATEMENT
I have pleasure in presenting the 2024 Annual Report and Accounts of Mining,
Minerals & Metals Plc (the "Company").
The Company was formed to undertake the acquisition of a controlling interest
in a business (either shares or assets) that has operations in the natural
resources sector (an "Acquisition"), reflecting the experience of the
Company's board of directors.
On 26 October 2023 the Board of MMM announced that the Company had entered
into heads of terms with Georgina Energy plc ("GEO"). GEO is an early-stage
resource company with a strategy of actively pursuing the exploration,
commercial development and monetisation of helium, hydrogen and hydrocarbon
interests located in the Amadeus and Officer Basins in Northern and Western
Australia ("Proposed Transaction").
The Proposed Transaction, if completed, would constitute a reverse takeover
under the Listing Rules and accordingly the Company would need to apply for
re-admission of its shares to the Official List and the Main Market of the
London Stock Exchange.
As the Company is currently unable to provide a full disclosure under Listing
Rule 5.6.15, the Company's listing in its ordinary shares on the standard
segment of the Official List and trading from the London Stock Exchange
("LSE") will remain suspended pending the publication of a prospectus
providing further details on GEO as enlarged by the Proposed Transaction.
In the event that the Proposed Transaction does not proceed the Company will
seek the lifting of its suspension from the standard segment of the Official
List and trading on the LSE.
The Proposed Transaction is conditional on a number of conditions including;
i) satisfactory due diligence ii) entering into a definitive legal agreements
iii) raising further funds for the Proposed Transaction; iv) approval by
shareholders at a General Meeting to be convened; v) obtaining all necessary
approvals (if required) and; vi) granting of eligibility for the readmission
of the Company to the Official List by the FCA.
There can be no certainty that the Proposed Transaction will take place and
the Company will continue to update shareholders in due course.
Current Financial Position
The costs incurred in pursuing the Proposed Transaction together with the
delay in securing a suitable project has reduced the Company's cash resources
notwithstanding that overheads have been kept to the absolute minimum,
including no directors remuneration until a suitable project is finalised. The
Company will require further capital to complete the Proposed Transaction and
intends to approach certain of its shareholders to seek their agreement to
provide further capital to ensure the Company is able to proceed with
negotiations on both the Proposed Transaction.
I look forward to reporting our progress to you in relation to the above in
the coming weeks.
Roy Pitchford
Chairman
21 May 2024
STRATEGIC REPORT
Overview
The objective of the strategic report is to provide information for the
shareholders and help them to assess how the directors have performed their
duty, under section 172 of the Companies Act 2006, to promote the success of
the company and to provide context for the related financial statements.
The duty of a director, as set out in section 172 of the Act, is to act in the
way they consider, in good faith, would be most likely to promote the success
of the company for the benefit of its members, and in doing so have regard
(amongst other matters) to:
(a) the likely consequences of any decision in the long term;
(b) the interests of the company's employees;
(c) the need to foster the company's business relationships with suppliers,
customers and others;
(d) the impact of the company's operations on the community and the
environment;
(e) the desirability of the company maintaining a reputation for high
standards of business conduct; and
(f) the need to act fairly as between members of the company.
The Company is in its early stages and does not have any employees other than
the board of Directors.
The Company has had relatively little interaction with its members and
internal stakeholders during and subsequent to the financial year and it
should be noted that due to the early stage of the Company's development, the
Board also deems the Company's impact on external stakeholders to have been
minimal during the financial year.
Review of the Company's Business
The Company was set up to undertake an Acquisition in the natural resource
sector, that it will then look to develop.
On 6 March 2020, the Company successfully admitted its Ordinary Shares to the
Official List (by way of a Standard Listing under Chapter 14 of the Listing
Rules) and to trading on the Main Market of the London Stock Exchange. In
conjunction with this the Company raised gross proceeds to date (including
£514,000 on admission to the main market) of approximately £727,000.
Since listing, the Company has evaluated potential acquisition opportunities
and in October 2021 entered into a non-binding term sheet with Africa
Resources Holdings, LLC ("ARH") to acquire the entire issued share capital of
NMGH which indirectly owns the LNGP exploration licences situated in the Free
State Province of South Africa. The Company completed its commercial due
diligence on LNGP including commissioning a Competent Persons Report on the
Licences covering the LNGP. On 26 October 2023, the Company announced that it
was not able to pursue this transaction due to the fact the licences has not
been renewed and would unlikely be renewed in the near term.
As noted in the Chairman's Statement, on 26 October 2023 the Company announced
it had entered into heads of terms with Georgina Energy plc ("GEO"), an
early-stage resource company with a strategy of actively pursuing the
exploration, commercial development and monetisation of helium, hydrogen and
hydrocarbon interests located in the Amadeus and Officer Basins in Northern
and Western Australia ("Proposed Transaction").
It was noted that the Proposed Transaction, if completed, would constitute a
reverse takeover under the Listing Rules and accordingly the Company would
need to apply for re-admission of its shares to the Official List and the Main
Market of the London Stock Exchange. As the Company is currently unable to
provide a full disclosure under Listing Rule 5.6.15, the Company's listing in
its ordinary shares on the standard segment of the Official List and trading
from the London Stock Exchange ("LSE") will remain suspended pending the
publication of a prospectus providing further details on GEO as enlarged by
the Proposed Transaction.
In the event that the Proposed Transaction does not proceed the Company will
seek the lifting of its suspension from the standard segment of the Official
List and trading on the LSE.
The Proposed Transaction is conditional on a number of conditions including;
i) satisfactory due diligence ii) entering into a definitive legal agreements
iii) raising further funds for the Proposed Transaction; iv) approval by
shareholders at a General Meeting to be convened; v) obtaining all necessary
approvals (if required) and; vi) granting of eligibility for the readmission
of the Company to the Official List by the FCA.
There can be no certainty that the Proposed Transaction will take place and
the Company will continue to update shareholders in due course.
Financing of the Company and the Proposed Transaction
The Directors intend to raise further cash resources to fund the due diligence
and other transaction costs in respect of the Proposed Transaction. The
Directors will seek to minimise costs expended on professional, advisory, and
administrative fees. Additionally, the Company has considerable flexibility in
how it may finance the consideration for the Proposed Transaction, although at
this stage it is likely this will happen via the issue of additional shares in
the Company. It is also likely that in conjunction with the Proposed
Transaction further equity funds will be raised through the issue of shares in
the Company.
Key Performance Indicators
The Directors track the following as the Company's key performance indicators
("KPls"):
· Administrative expenses
· Cash holdings
The Company's accounting systems track performance on a monthly basis in
particular focusing on working capital needs. These KPls will be refined and
augmented as the Company's business develops. If the Acquisition is completed;
the Directors expect the KPls to focus on revenue generation and the growth of
the Acquisition target.
Principal Risks and Uncertainties
The Directors consider the principal risks and uncertainties facing the
Company and a summary of the key measures taken to mitigate those risks are as
follows:
Financial risks
The effective management of its financial exposures is central to preserving
the Company's performance. The Company is exposed to financial market risks
and may be impacted negatively by fluctuations in general capital market
sentiment and cyclicality. These factors may create volatility in the
Company's results to the extent that they are not effectively hedged.
The Company's outsourced finance team provides support to the board to ensure
accurate financial reporting and tracking of business performance. Reporting
on financial performance is provided on a regular basis to the Board.
Operational risks
The success of the Company's business strategy is dependent on its ability to
complete Acquisition opportunities and the subsequent performance of the
acquired entities.
The Directors seek to manage these risks by leveraging the experience of the
executive team and complementary skill sets of the non-executive directors to
prudently identify, pursue and execute on Acquisition opportunities.
The review of Acquisition targets involves an assessment of the target's
business and the markets it operates in, its business plans and management
capabilities. ln identifying and assessing potential targets, the Board
considers the risk profile of the business concerned, in particular, its
financial and commercial viability and suitability for a listed company. The
Board consults its Financial Advisor and Broker throughout as a means of
mitigating risk and complying with the listing Rules. Performance is monitored
regularly and reported to the Board.
Corporate Responsibility
The Company takes its responsibilities as a corporate citizen seriously. The
Board's primary goal is to create shareholder value but in a responsible
manner that serves all stakeholders.
Governance
The Board considers corporate governance as an important component of the
Company's success. The Company has an effective and engaged Board with a
strong non-executive presence from diverse backgrounds. The Board is committed
to ensuring that particularly as the Company's business develops, the
Company's values are reinforced, effective risk management practices are
implemented and that the Company adheres to high standards of corporate
governance.
The Company has decided not to apply a Corporate Governance Code provisions
given its current size and resources. The Company is a small company with
modest resources. The Company has a clear mandate to optimise the allocation
of limited resources to source acquisitions and support its future plans. As
such the Company strives to maintain a balance between conservation of limited
resources and maintaining robust corporate governance practices. As the
Company evolves, the Board is committed to enhancing the Company's corporate
governance policies and practices deemed appropriate to the size and maturity
of the organisation.
The management report for the period is constituted by the content of the
Strategic Report and Directors' Report.
Growth Strategy and Outlook
The Company's near-term goals are to execute its Acquisition strategy and
complete the Proposed Transaction. ln the event of the completion of the
Proposed Transaction, the Board expects the immediate focus to be on
developing GEO's Australian assets.
Going Concern
These financial statements are prepared on the going concern basis. The going
concern basis assumes that the Company will continue in operation for the
foreseeable future and will be able to realise its assets and discharge its
liabilities, loans and commitments in the normal course of business.
The Company is in the process of completing a proposed acquisition of Georgina
Energy plc by way of a reverse takeover (RTO). As part of this transaction,
should the RTO be successfully completed, the Company intends to raise
additional funding by way of an institutional placing as well as reduce its
current debt burden through conversions of amounts owing into equity. The
Directors have prepared budgetary forecasts for the cash needs of the business
in the event the RTO and proposed placings are successfully completed, taking
into account the increased cost burden the Company will face under this
scenario in addition to the need for technical and project development
expenditures to be undertaken over the newly acquired assets, and are
confident that, under this scenario, the Company shall remain able to meet its
obligations until at least 30 June 2025.
However, there can be no assurance that the proposed RTO will be completed
and, as a consequence, these additional funds may not be available to meet the
Company's obligations over the period to June 2025. The Directors have
assessed the cash needs of the business under the scenario that the RTO does
not complete, noting that under this scenario the Company will retain limited
administrative expenditure obligations, and have determined that the ongoing
support of the Company warrant holders will remain necessary to ensure
sufficient funding is available to the business as and when required to ensure
it can discharge its obligations over the period to 30 June 2025. The
Company has received indications of support from its three largest
shareholders (and warrant holders) who may provide the additional funding
required by the Company, via exercise of their warrants or other means of
funding provision, to facilitate meetings its ongoing cash requirements.
However, as there can be no certainty that either the proposed RTO and placing
will proceed to completion or that, under the scenario that the RTO and
placing does not take place, the financial support of the warrant holders will
be made available as and when required, there can be no certainty that such
funding will be available as and when it becomes necessary to continue to meet
the ongoing needs of the business. As a result, there exists a material
uncertainty which may cast significant doubt on the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that would result if the Group was unable to continue as a going
concern.
On behalf of the Board,
Roy Pitchford
Director
21 May 2024
BOARD OF DIRECTORS
Roy Pitchford - Chairman
Roy brings over 30 years' executive and managerial expertise as well as a
proven track record in Southern Africa in the junior mining industry to the
Company. Roy has particular responsibilities for co-ordinating and reviewing
potential reverse takeover targets.
During his career in the resource development arena Roy has held the position
of Chief Executive Officer for Cluff Resources Zimbabwe Ltd, Masasa Mines
(Pvt) Ltd, Zimbabwe Platinum Mines Ltd, African Platinum Plc, African Minerals
Ltd, and Vast Resources Plc. He is currently a Non-Executive Chairman of
Contango Holdings Plc.
Roy is a qualified Chartered Accountant (CA (Z)).
Konosoang ("Kay") Asare-Bediako - Non-Executive Director
Kay is an experienced deal maker and business leader, with extensive
experience in finance and investment banking.
Kay is a director at Absa Group within the Investment Banking Division,
responsible for the origination and implementation of Investment Banking
mandates. Prior to joining Absa Group, Kay was an executive director at Moshe
Capital where she headed up the Corporate Finance division. Whilst at Moshe
Capital, Kay grew the team from two people in 2015 to twelve in 2020; making
Moshe Capital one of the most formidable black, female-owned and managed
corporate finance firms in South Africa. In 2019 Moshe Capital was awarded the
"Corporate Finance team of the year" by The Association of Black Securities
and Investment Professionals.
Before joining Moshe Capital, Kay worked within the Investment Banking
Division of Deutsche Bank as a Senior Associate. She is a former director of
Malundi Coal, a mining investment company, and a former a non-executive
director of Yalu Financial Services, a provider of credit life insurance.
Kay holds a Bachelor of Business Science with Finance Honours from the
University of Cape Town and is a qualified chartered accountant (CA(SA)) and a
recipient of the Columbia Business School Certificate in Business Excellence.
Michael ("Mike") Stewart - Non-Executive Director
Mike is an experienced managing director and chief executive with a track
record of delivering rapid, multimillion-pound growth and has many years of
experience in business turnarounds, acquisitions, business transformations and
growth.
Mike's international experience encompasses large multinational businesses
such as Sasol, Mondi, Anglo American, Linpac, Mainetti and Schletter as well
as the SME sector and Private Equity.
Mike currently holds the following directorships: Linkcove Ltd, VAT Reclaim
Ltd, Stewart Stratco Ltd. In the past five years, Mike has held the
following other directorships: Schletter Africa Ltd and VAT Recovery Ltd.
Jonathan ("Johnny") Martin Smith - Non-Executive Director
Johnny is an Independent Non-Executive Director and Chairman of the
Remuneration Committee of IRC. He stepped down as a partner of the specialist
mining advisory firm Legacy Hill Capital to take up being Chief Executive
Officer of Sumner Group Mining Plc (previously known as VI Mining Plc). He was
the founder of London based Smith's Corporate Advisory, which he sold to UK
stockbroker Westhouse Holdings in 2010, where he subsequently headed the
mining practice.
Prior to establishing his own firm, he worked at UBS, Credit Suisse and
Williams de Broe. He served as a Temporary Independent Non-Executive Director
of Petropavlovsk Plc for the months of July and August 2020.
DIRECTORS' REPORT
The Directors present their report together with the audited financial
statements, for the year ended 31 January 2024.
The Company was incorporated on 28 January 2013 in England and Wales, as
private company, and it re-registered as a public limited company on 22
October 2018. The company was subsequently listed on the Main Market for
listed securities of the London Stock Exchange on 6 March 2020. The Company is
currently suspended as of 7 October 2021.
Results and dividends
The results for the period are set out in the Statement of Comprehensive
Income on page 14. The Directors do not recommend the payment of a dividend on
the ordinary shares.
Directors
The Directors of the Company during the year were as follows, all being
non-executive Directors:
Konosoang Asare-Bediako
Roy Pitchford
Michael Stewart
Jonathan Martin Smith
Directors' interests
The interest and deemed interest in the share capital of the Company by the
Directors at the end of financial year are as follows:
Name Number of Ordinary Shares held Percentage of Existing Ordinary Shares
Michael Stewart 105,000 0.33%
Substantial shareholders
As at the end of the financial year the total number of issued Ordinary Shares
with voting rights in the Company was 32,049,999. The Company has been
notified of the following interests of 3 per cent or more in its issued share
capital as at the date of this report.
Shareholder Number of Ordinary Shares held Percentage of Existing Ordinary Shares
Robert Allen Papiri 8,098,271 25.27%
Michael Sobeck 6,229,327 19.44%
Moshe Capital 3,200,000 9.98%
Tangiers Investment Group LLC 2,339,069 7.30%
Matthew Bonner 1,100,000 3.43%
Paul Welker 1,100,000 3.43%
Eric Dyer 1,000,000 3.12%
Dividend policy
The Company's current intention is to retain any earnings for use in its
business operations, and the Company does not anticipate declaring any
dividends in the foreseeable future. The Company will only pay dividends to
the extent that to do so is in accordance with all applicable laws. The
Company does not currently have any distributable reserves to facilitate
payment of a dividend.
Auditors and disclosure of information
The directors confirm that:
· there is no relevant audit information of which the Company's
statutory auditor is unaware; and
· each Director has taken all the necessary steps he ought to have
taken as a director in order to make himself aware of any relevant audit
information and to establish that the Company's statutory auditor is aware of
that information.
This confirmation is given and should be interpreted in accordance with the
provisions of Section 418 of the Companies Act 2006.
Responsibility Statement
The directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial period. Under that law the directors have elected to prepare
financial statements for the Company in accordance with UK adopted
International Accounting Standards.
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 of the Company and of the profit or loss of the company for that
period. In preparing these financial statements, the directors are required
to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the financial
statements;
· prepare the financial statements on the 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 which
disclose with reasonable accuracy at any time, the financial position of the
Company to enable them to ensure that the financial statements comply with the
requirements of the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The maintenance and integrity of the Mining, Minerals & Metals Plc website
is the responsibility of the Directors.
The directors confirm, to the best of their knowledge that:
· the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company; and
· the Strategic Report include a fair review of the development and
performance of the business and the financial position of the Company,
together with a description of the principal risks and uncertainties that it
faces.
· the annual report and financial statements, taken as a whole, are
fair, balanced and understandable and provide the information necessary for
shareholders to assess the company's performance, business model and strategy.
Greenhouse gas disclosures
As the Company does not currently have any operations, it is not practical to
obtain and analyse emissions data for the Company operations. However, given
the lack of physical operations in the year, and the lack of any plant or
office space, the carbon footprint and climate change impact of the Company's
operations are considered to be negligible, and in any event below the 40 MWh
threshold prescribed for detailed emissions disclosures.
As such, the Company does not consider it relevant to provide climate related
disclosures under the recently enacted TCFD guidelines, nor would
determination of the relevant emissions data be practical. Once the Company
has completed a project acquisition, and hence transitioned into an operating
company, it will revisit its position on climate disclosures accordingly.
Financial risk management and future development
An indication of the likely future developments in the business of the Company
are included in the Strategic Report. An explanation of the Company's
financial risk management objectives, policies and strategies is set out in
note 10.
Auditors
The auditors, Crowe U.K. LLP, have expressed their willingness to continue in
office and a resolution to reappoint them will be proposed at the Annual
General Meeting.
Events after the reporting date
There have been no material events subsequent to the year end.
The Directors' Report was approved by the Board of Directors on 21 May 2024
and is signed on its behalf by:
Roy Pitchford
Director
21 May 2024
DIRECTORS' REMUNERATION REPORT (AUDITED)
Directors
The Directors of the Company during the year were as follows, all being
non-executive Directors:
· Konosoang Asare-Bediako
· Roy Pitchford
· Michael Stewart
· Jonathan Martin Smith
Directors' Remuneration
No amount was paid or became payable to any of the Directors of the Company
during the year ended 31 January 2024 (2023: £nil) due to the lack of ongoing
operations during this period.
Directors' remuneration arrangements will be reviewed and implemented once a
suitable project transaction has been advanced to the point of shareholder
approval.
Roy Pitchford
Director
21 May 2024
Independent auditor's report to the members of Mining, Minerals & Metals
Plc
Opinion
We have audited the financial statements of Mining, Minerals & Metals Plc
(the "company") for the year ended 31 January 2024 which comprise statement of
comprehensive income, statement of financial position, statement of changes in
equity, statement of cash flows and notes to the financial statements,
including material accounting policies. The financial reporting framework that
has been applied in the preparation of the company financial statements is
applicable law and UK-adopted international accounting standards.
In our opinion the financial statements:
· give a true and fair view of the state of the company's affairs
as at 31 January 2024 and of its loss for the year then ended;
· have been properly prepared in accordance with UK-adopted
international accounting standards;
· have been 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 Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed public interest entities, and 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.
Material uncertainty relating to going concern
We draw attention to the section headed Going Concern on page 5 of the
financial statements, which details the factors the Company has considered
when assessing the going concern position. As detailed in the relevant note on
page 18, the uncertainty surrounding the availability of funds to finance the
operating cashflows and expenditure requirements for the company indicates the
existence of a material uncertainty that may cast significant doubt on the
Company's ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included:
· Discussions with management in relation to the future plans of
the Company.
· Reviewing the directors' going concern assessment including the
worst-case scenario cash flow forecast that covers at least 12 months from the
approval of the financial statements.
· Understanding what forecast expenditure is committed and what
could be considered discretionary.
· Understanding the impact on cashflows of the potential reverse
takeover transaction.
· Considering the liquidity of existing assets of the statement of
financial position.
· Considering the options available to management for further
fundraising, or additional sources of finance.
· Considering potential downside scenarios and the resultant impact
on available funds.
· Making enquiries of management as to its knowledge of events or
conditions beyond the period of their assessment that may cast significant
doubt on the Company's ability to continue as a going concern, and evaluating
the reliability of the data underpinning the forecast cash flows.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An
item is considered material if it could reasonably be expected to change the
economic decisions of a user of the financial statements. We used the concept
of materiality to both focus our testing and to evaluate the impact of
misstatements identified.
Based on our professional judgement, we determined overall materiality for the
financial statements as a whole to be £12,000 (2023 £7,000), based on
approximately 5% of loss before taxation.
We use a different level of materiality ('performance materiality') to
determine the extent of our testing for the audit of the financial
statements. Performance materiality is set based on the audit materiality as
adjusted for the judgements made as to the entity risk and our evaluation of
the specific risk of each audit area having regard to the internal control
environment. Performance materiality was set at 70% of materiality for the
financial statements as a whole, which equates £8,400 (2023: £4,900) for the
company.
Where considered appropriate performance materiality may be reduced to a lower
level, such as, for related party transactions and directors' remuneration.
We agreed with the board to report to it all identified errors in excess of
£600 (2023: £350). Errors below that threshold would also be reported to it
if, in our opinion as auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the company and its
environment, including the company'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.
The company is accounted for from one central location, the United Kingdom
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
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 directing the efforts of the engagement team.
We have determined that the only key audit matter was in respect of going
concern and our work in that area is included in the section above headed
'Material uncertainty related to going concern'.
Our audit procedures in relation to Going Concern were designed in the context
of our audit opinion as a whole. They were not designed to enable us to
express an opinion on this matter individually and we express no such opinion.
Other information
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report.
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. 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 course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves. 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 the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion based on the work undertaken in the course of our 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 their
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the company, or
returns adequate for our audit have not been received from branches not
visited by us; or
· the company financial statements and the part of the directors'
remuneration report to be audited 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 the directors for the financial statements
As explained more fully in the directors' responsibilities statement set out
on page 8, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the 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 the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives 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 our 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.
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. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks that are
applicable to the company and the procedures in place for ensuring compliance
in the jurisdictions where the company operates, focusing on those laws and
regulations that have a direct effect on the determination of material amounts
and disclosures in the financial statements. The laws and regulations we
considered in this context were the Companies Act 2006 and relevant taxation
legislation.
We assessed the nature of the company's business, the control environment and
performance to date when evaluating the incentives and opportunities to commit
fraud.
We identified the greatest risk of material impact on the financial statements
from irregularities, including fraud, to be the override of controls by
management to manipulate financial reporting and misappropriate funds. Our
procedures to address the risk of management override included:
• enquiries of management about their own identification and assessment of
the risks of irregularities;
• obtaining supporting evidence for a risk-based sample of journals, derived
using a data analytics tool;
• considering audit adjustments identified from our audit work for evidence
of bias in reporting;
• considering significant estimates and judgements made by management for
evidence of bias;
• reviewing the other information presented in the annual report for fair
representation and consistency with the audited financial statements and the
information available to us as the auditors.
Owing to the inherent limitations of an audit, there is an unavoidable risk
that some material misstatements of the financial statements may not be
detected, even though the audit is properly planned and performed in
accordance with the ISAs (UK). The potential effects of inherent limitations
are particularly significant in the case of misstatement resulting from fraud
because fraud may involve sophisticated and carefully organized schemes
designed to conceal it, including deliberate failure to record transactions,
collusion or intentional misrepresentations being made to us.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor's report.
Other matters which we are required to address
We were appointed by the Board in April 2020 to audit the financial statements
for the period ended 31 January 2020. Our total uninterrupted period of
engagement is 5 years, covering the period ended 31 January 2020 to year ended
31 January 2024.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the company and we remain independent of the company in conducting
our audit.
Our audit opinion is consistent with the additional report to the Board.
Use of our report
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.
John Glasby
Senior Statutory Auditor
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
Date: 21 May 2024
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 January 2024
31 January 2024 31 January 2023
£ £
Note
Revenue - -
Administrative expenses (242,694) (159,681)
Operating profit (242,694) (159,681)
Finance income 164 221
Finance costs - (18)
Loss before taxation (242,530) (159,478)
Income tax 4 - -
(242,530) (159,478)
Total comprehensive loss
for the year
Loss per share
Basic and diluted (pence per share) (0.76) (0.50)
There are no items of other comprehensive income included in the financial
statements.
The notes to the financial statements on pages 18-23 form an integral part of
these financial statements.
STATEMENT OF FINANCIAL POSITION
as at 31 January 2024
Note 31 January 2024 31 January 2023
£ £
ASSETS
Current assets
Trade and other receivables 5 11,223 22,281
Cash and cash equivalents 4,767 48,210
Total assets 15,990 70,491
EQUITY
Equity Attributable to Owners of the company
Share capital 6 320,500 320,500
Share premium 6 406,167 406,167
Retained earnings 6 (958,072) (715,542)
Total equity (231,405) 11,125
LIABILITIES
Current liabilities
Trade and other payables 7 44,201 48,897
Borrowings 8 203,194 10,469
Total current liabilities 247,395 59,366
Total liabilities 247,395 59,367
TOTAL EQUITY AND LIABILITIES 15,990 70,491
There are no items of other comprehensive income included in the financial
statements.
The notes to the financial statements on pages 18-23 form an integral part of
these financial statements.
The financial statements of Mining, Minerals & Metals plc (registered
number 08377465) were approved by the Board of Directors and authorised for
issue on 21 May 2024.
They were signed on its behalf by:
Roy Pitchford
Director
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 January 2024
Share capital Share premium Retained earnings Total equity
£ £ £ £
Balance at 31 January 2022 320,500 406,167 (556,064) 170,603
Total comprehensive loss for the year - - (159,478) (159,478)
Balance at 31 January 2023 320,500 406,167 (715,542) 11,125
Total comprehensive loss for the year - - (242,530) (242,530)
Balance at 31 January 2024 320,500 406,167 (958,072) (231,405)
There are no items of other comprehensive income included in the financial
statements.
The notes to the financial statements on pages 18-23 form an integral part of
these financial statements.
STATEMENT OF CASHFLOWS
for the year ended 31 January 2024
Year ended Year ended
31 January 2024 31 January 2023
£ £
Loss before tax (242,530) (159,478)
Adjusted for:
(Increase)/Decrease in trade and other receivables 11,059 (14,010)
(Decrease)/Increase in trade and other creditors (4,697) 21,344
Net cash used in operating activities (236,168) (152,144)
Increase/(Decrease) in borrowings 192,725 -
Net cash used in financing activities 192,725 -
Net decrease in cash and cash equivalents (43,443) (152,144)
Cash and cash equivalents at beginning of the year 48,210 200,354
Cash and cash equivalents at end of the year 4,767 48,210
There are no items of other comprehensive income included in the financial
statements.
The notes to the financial statements on pages 18-23 form an integral part of
these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 January 2024
1. GENERAL INFORMATION
The Company was incorporated on 28 January 2013 in England and Wales as a
limited company, limited by shares and with Registered Number 08377465 under
the Companies Act 2006. The Company's registered office address is: 167-169
Great Portland Street, Fifth Floor, London W1W 5PF. The company
re-registered as a public limited company on 22 October 2018.
The Company's objective is to undertake an acquisition of a target company or
business in the natural resources sector.
The Company does not have a defined life as it has no fixed time limit to
conduct the Acquisition.
Other than the Directors the company did not have any staff.
2. ACCOUNTING POLICIES
Basis of preparation
The Company Financial Statements has been presented in Pounds Sterling, being
the functional currency of the Company.
The Company Financial Statements has been prepared in accordance with UK
adopted International Accounting Standards.
The material accounting policies adopted by the Company in the preparation of
the Company Financial Statements are set out below on pages 18 - 19.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and interpretations have
been issued but are not yet effective and, in some cases, have not yet been
adopted by the UK. The Directors do not expect that the adoption of these
standards will have a material impact on the Company Financial Statements.
Going concern
These financial statements are prepared on the going concern basis. The going
concern basis assumes that the Company will continue in operation for the
foreseeable future and will be able to realise its assets and discharge its
liabilities, loans and commitments in the normal course of business.
The Company is in the process of completing a proposed acquisition of Georgina
Energy plc by way of a reverse takeover (RTO). As part of this transaction,
should the RTO be successfully completed, the Company intends to raise
additional funding by way of an institutional placing as well as reduce its
current debt burden through conversions of amounts owing into equity. The
Directors have prepared budgetary forecasts for the cash needs of the business
in the event the RTO and proposed placings are successfully completed, taking
into account the increased cost burden the Company will face under this
scenario in addition to the need for technical and project development
expenditures to be undertaken over the newly acquired assets, and are
confident that, under this scenario, the Company shall remain able to meet its
obligations until at least 30 June 2025.
However, there can be no assurance that the proposed RTO will be completed
and, as a consequence, these additional funds may not be available to meet the
Company's obligations over the period to June 2025. The Directors have
assessed the cash needs of the business under the scenario that the RTO does
not complete, noting that under this scenario the Company will retain limited
administrative expenditure obligations, and have determined that the ongoing
support of the Company warrant holders will remain necessary to ensure
sufficient funding is available to the business as and when required to ensure
it can discharge its obligations over the period to 30 June 2025. The
Company has received indications of support from its three largest
shareholders (and warrant holders) who may provide the additional funding
required by the Company, via exercise of their warrants or other means of
funding provision, to facilitate meetings its ongoing cash requirements.
However, as there can be no certainty that either the proposed RTO and placing
will proceed to completion or that, under the scenario that the RTO and
placing does not take place, the financial support of the warrant holders will
be made available as and when required, there can be no certainty that such
funding will be available as and when it becomes necessary to continue to meet
the ongoing needs of the business. As a result, there exists a material
uncertainty which may cast significant doubt on the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that would result if the Group was unable to continue as a going
concern.
Share capital
Proceeds from issuance of ordinary shares are classified as equity. Amounts in
excess of the nominal value of the shares issued is recognised as share
premium. Incremental costs directly attributable to the issuance of new
ordinary shares are deducted against share capital.
Warrants and Options
Warrants and options classified as equity are recorded at fair value as of the
date of issuance on the Company's Statement of Financial Position and no
further adjustments to their valuation are made. Management estimates the fair
value of these instruments, using option pricing models and assumptions that
are based on the individual characteristics of the warrants or options on the
valuation date as well as assumptions for expected volatility, expected life,
yield and risk-free interest rate.
Financial assets and liabilities
Financial assets and financial liabilities are recognised when the Company
becomes a party to the contractual provisions of a financial instrument.
Financial assets and financial liabilities are offset if there is a legally
enforceable right to set off the recognised amounts and interests and it is
intended to settle on a net basis.
Financial assets
Financial assets which are measured at amortised cost, are measured using the
Effective Interest Rate Method (EIR) and are subject to impairment. Gains and
losses are recognised in profit or loss when the asset is derecognised,
modified or impaired.
Financial
liabilities
The company does not currently have any financial liabilities measured at fair
value through profit or loss, therefore all the financial liabilities are
initially measured at fair value net of transaction costs and are subsequently
measured at amortised cost.
Use of assumptions and estimates
In preparing the financial statements judgement was used in considering
whether or not a material uncertainty exists in relation to going concern. The
directors considered the indications of support received from significant
shareholders who have agreed to exercise their warrants in order to provide
the company with sufficient cash if required. As this support could not be
guaranteed the directors concluded that a material uncertainty exists.
3. AUDITORS' REMUNERATION
The loss before income tax is stated after charging:
2024 2023
£ £
Auditors' remuneration:
Fees payable to the Company's auditor for the audit of the Company's annual
accounts
26,500 28,554
4. INCOME TAX EXPENSE
The corporation tax in the UK applied during the year was 19%.
The charge for the period can be reconciled to the loss in the Statement of
Comprehensive income as follow:
2024 2023
£ £
Loss before tax on continuing operations (242,530) (159,478)
Tax at the UK corporation tax rate of 19%
(46,081) (30,301)
Unutilised tax loss carry forward
(46,081) 30,301
Tax charge for the period - -
The Company has accumulated tax losses of £750,464 (2023: £507,934). No
deferred tax asset has been recognised in respect of the losses carried
forward, due to the uncertainty as to whether the Company will generate
sufficient future profits in the foreseeable future to prudently justify this.
5. TRADE AND OTHER RECEIVABLES
2024 2023
£ £
Prepayments 11,223 22,281
11,223 22,281
6. SHARE CAPITAL
Ordinary shares of £0.01 each
Number of shares Amount
£
Issued, called up and paid 32,049,999 320,500
32,049,999 320,500
As at 31 January 2024 and 2023, the Company had 32,049,999 ordinary shares of
£0.01 par value in issue.
As at 31 January 2023 and 2022, the Company had 17,166,667 warrants in issue
exercisable at £0.04 per share and expiring on 6 September 2024.
7. TRADE AND OTHER PAYABLES
2024 2023
£ £
Trade payables 14,261 8,397
Accruals 29,940 40,500
44,201 48,897
8. BORROWINGS
2024 2023
£ £
Current Borrowings 203,194 10,469
203,194 10,469
The current borrowings balance of £203k
includes the following related party balances:
· £198k owed to Robert Papiri, a related party entity as a result
of being a major shareholder.
· £4k owed to Drumbucks Family Trust, a related party entity as a
result of being a major shareholder.
· £1k owed to Tangiers Investment Group LLC, a related party
entity as a result of being a major shareholder.
During the year, amounts totalling £193k were provided by Robert Papiri
against the loan payable to him.
The amounts, which are not subject to formal loan documentation beyond
agreement between the parties, are interest free, unsecured and repayable on
demand.
9. DIRECTORS' EMOLUMENTS
No amount was paid or became payable to any of the Directors of the Company
and there were no staff costs as no staff was employed by the Company during
the period ended 31 January 2024 (2023: £nil).
10. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments, comprising cash
and various items such as trade payables, which arise directly from
operations. The Company does not trade in financial instruments.
Financial risk factors
The Company's activities expose it to a variety of financial risks: credit
risk and liquidity risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to minimise
potential adverse effects on the Company's financial performance.
a) Credit risk
Credit risk is the risk of an unexpected loss if a counter party to a
financial instrument fails to meet its commercial obligations. The Company's
maximum credit risk exposure is limited to the carrying amount of cash of
£4,767 (2023: £48,210). Funds are deposited with financial institutions with
a credit rating equivalent to, or above, the main UK clearing banks.
b) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash, the
Company ensures it has adequate resource to discharge all its liabilities. The
directors have considered the liquidity risk as part of their going concern
assessment. (See note 2).
Fair values
Management assessed that the fair values of cash trade payables and other
current liabilities approximate their carrying amounts largely due to the
short-term maturities of these instruments.
11. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard the Company's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. The capital structure of the
Company consists of equity attributable to equity holders of the Company,
comprising issued share capital and reserves.
12. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and cash
equivalents, loans and other payables. The Company's accounting policies and
method adopted, including the criteria for recognition, the basis on which
income and expenses are recognised in respect of each class of financial
assets, financial liability and equity instrument are set out in Note 2. The
Company do not use financial instruments for speculative purposes.
The principal financial instruments used by the Company, from which financial
instrument risk arises, are as follows:
2024 2023
£ £
Financial assets
Cash and cash equivalents 4,767 48,210
Total financial assets 4,767 48,210
Financial liabilities measured at amortised cost
Trade and other payables 44,201 48,898
Borrowings 203,194 10,469
Total financial liabilities 247,395 59,367
There are no financial assets that are either past due or impaired. The
financial liabilities are due for payment in 1 to 3 months.
13. LOSS PER SHARE
The loss per share has been calculated using the loss for the year and the
weighted average number of ordinary shares entitled to dividend rights which
were outstanding during the year. There were no potentially dilutive ordinary
shares at the year end.
2024 2023
£ £
Loss for the period attributable to equity holders of the Company (242,530) (159,478)
Weighted average number of ordinary shares (number of shares) 32,049,999 32,049,999
Loss per share (pence per share) (0.76) (0.50)
14. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key management
personnel compensation has been disclosed in note 9. The Board does not
consider there to be any related parties to the Company other than Key
Management Personnel and the borrowings from major shareholding disclosed in
note 8.
15. EVENTS SUBSEQUENT TO YEAR END
Subsequent to the year end, Robert Papiri loaned the company an additional
£38,000 on the same terms as the other amounts currently loaned to the
company for application against general working capital needs.
16. ULTIMATE CONTROLLING PARTY
As at 31 January 2024 there was no ultimate controlling party.
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