RNS Number : 2921J
Tungsten West PLC
12 December 2022
 

12 December 2022

 

Tungsten West Plc

("Tungsten West", the "Company" or the "Group")

Half Year Results for the six months ended 30 September 2022

Tungsten West, the owner and operator of the Hemerdon Mine (the "Project") in South West England, is pleased to announce its half-yearly results for the six months ended 30 September 2022 (the "Period").

 

First Half and Post Period Highlights:

 

·      Board approval of the re-optimised Project, with plant commissioning starting in H1 2023.

·      Mining operations scheduled to recommence in H2 2023.

·     Feasibility Study for the Project is nearing completion and summary results are expected to be released before the end of the year.

·      Loss for the period of £5.1 million.

·      Capital expenditure for the period of £6.4 million.

·      Existing plant re-build and enhancement works c.70% complete.

·      The Company had cash reserves of £14.9 million at 30 September 2022.

·      Non-binding term sheet agreed for US$30 million royalty sale.

·      Capex estimates received.

·      All orders for long lead items placed.

·      Successful recruitment of senior management team with all key positions onboard.

 

 

Overview

 

Against the backdrop of the global energy crisis, coupled with rising inflation, the Group spent the first half of the financial year re-evaluating the Project, to minimise project capex associated with the front-end re-build and reduce opex, particularly energy consumption.

 

The financial year began with the Board taking the decision to pause the Project, as it was clear to management that due to significant and rapid inflationary pressures on capex, consumables and energy, the operational plan under the March 2021 Bankable Feasibility Study (the "BFS"), was no longer optimal and sustainable.

 

This led to extensive technical and commercial reviews of the assumptions that underpinned the BFS and after a detailed optioneering process, the Board was able to announce, in July, that a viable plan for the restart of the Project had been determined and commissioned the updating of the Feasibility Study to confirm this. July also brought a change in management, as Max Denning left his role as CEO with Executive Vice-Chairman Mark Thompson taking on the responsibilities for the office of CEO with immediate effect.

 

With the Project re-optimised, the management team was able to turn its focus to financing the revised capital requirements and, in September 2022, the Company agreed a non-binding term sheet for a US$30 million (approximately £26 million) royalty sale. We anticipate closing the transaction in the first quarter of 2023, subject to completion of satisfactory due diligence.

 

Following the decision to continue with the re-optimised Project, headcount increased with project, maintenance, administration, and technical teams being strengthened. Headcount was 61 at 30 September 2022, with another 15 scheduled to join the business before 31 December 2022, further strengthening the Company's position to deliver on the Project in H2 2023.

 

In November 2022, the Company received the capex budget and construction schedule from the EPCM (Engineering, Procurement and Construction Management) contractor, Fairport Engineering Limited. The budget was within the contingency applied to the previous budget.

 

Review of activities

 

Following the announcement of the decision to pause the Project in April 2022, the Group's immediate objective for the first half of the financial year was on re-optimisation studies. In light of the increased cost inputs, predominantly construction materials, electricity and diesel, a new plan was presented to the Board and subsequently approved in July 2022, leading the way for detailed engineering and construction to start with immediate effect.

 

The new approach focuses on:

Process

Changes

Key benefits

New crushing strategy.

Direct tipping into modular crushing and screening plant, located outside the mineral processing facility.

Reduced capex, faster route to production and lower opex.

New operating parameters for ore sorting.

Utilisation of four of the seven ore sorters, reducing volume accepted (lower mass pull) and therefore increasing the grade of ore to be processed.

Reduced capex, less maintenance, lower power draw, less waste processed.

Re-purposing of equipment within the processing plant.

Lower throughput presents an opportunity to repurpose the Secondary DMS as the Primary DMS.

Initial lower capex, lower opex, scalable at a later date if required.

New mine plan.

Delayed waste stripping, accelerating positive cashflow in year one.

Lower opex, lower diesel consumption, reduced emissions.

 

Orders have been placed for a number of long-lead time items, including the new semi-mobile primary and secondary crushing circuit which is being supplied by the MO Group. The ore sorters have been delivered to the UK and are currently being stored whilst, post-period end, all required Vibramech screens have been delivered to site.

 

 

Running in parallel to the front-end rebuild are the mineral processing facility enhancements and upgrades. The following key works have been completed at the time of this report:

 

Area

Enhancements

Increase Efficiency

Reduces Future Downtime

Reduces Future Maintenance

Chutes

Replacement of wear plates in conveyor chutes and installation of new rock box designs to cut down on wear.

ü

ü

ü

Conveyors

Replacement belts and renewal of drums, bearings, and scrapers throughout the processing plant.


ü

ü

Pumps

Removal of previously installed pumps and inspection and test of the drive motors.


ü

ü

Area 130 - Tertiary Crushing Circuit

Extensive repair and redesign of the surge bin to increase longevity in high-wear areas and minimise future downtime.

ü

ü

ü

Area 140 - Primary DMS  

Inspection and re refurbishment of the agitators.


ü

ü

Area 150 - Primary Mill

Refurbishment of the Primary Mill including electrical inspection and testing. Inspection of drive shaft alignment and lubrication systems to ensure they are fit for production.


ü

ü

Area 160 - Shaking Tables

Overhaul of all tables and redesign of the spray bar structures to eliminate failure due to excessive vibration.


ü

ü

Area 180 - Feeders

Redesign of both the 180 feeders to include side skirts and return rollers, new guarding manufactured and installed.

ü

ü

ü

Area 200 - Refinery

Mechanical overhaul of both the pre dryer and tin dryer.


ü

ü

Area 390 - Raw water tank

Design manufacture and installation of an access door on the tank to allow for removal of silt build up.

ü

ü

ü

Area 390 - Process water tank

Sand blasting and application of a wear resistant paint.


ü

ü

 

 

 

Sales of aggregates continued throughout the reporting period, with £117,000 revenue being recognised. The Group ceased its production of aggregates from waste material left by the previous operator after selling 102,000 tonnes of material and demonstrating the ability to establish a market for the product. Aggregates production will recommence as the mineral processing ramp up completes. Product mix and volumes will be in line with mine waste facility strategy and valid permits.

 

The Company has also sold 120 tonnes of low-grade tungsten concentrate for a combined value of £90,000. The Company continues to work with potential buyers to sell the remaining inventory of tungsten and tin concentrate stocks and preconcentrate.

 

At 30 September 2022, the Group employed 61 staff (excluding directors) (47 staff members as at 30 September 2021). Since the July announcement to restart the Project, the Company has been scaling up its workforce to enable it to deliver the plant re-build project, and progress towards operational readiness.

 

 

CORPORATE

 

Following the revised plans to reduce project capex and re-optimise the mineral processing facility, certain conditions precedent to drawing the 2021 funding packages were not met, resulting in the Company entering into new discussions with financing partners to provide the additional capital.

 

In September, subject to the proposed investor's Investment Committee approval, the Company agreed a non-binding term sheet for a US$30 million (approximately £26 million) royalty sale with a global mine royalty investment fund. The Company is in ongoing discussions with other providers of capital to secure the remaining capital required to complete the Project. These monies are required for capex and opex purposes, for cost over-run contingencies and working capital during commissioning and ramp-up. It is anticipated that the funding required to complete the Project will be available during the first quarter of 2023.

 

In April 2022, the Company received £284,351 through the exercise of 1,183,400 warrants.

 

In September 2022, the Company granted 2,799,982 share options to employees, including the Chief Financial Officer, Managing Director, Executive Vice-Chairman and employees pursuant to the Company Share Option Plan ("2022 CSOP") and Employee Share Option Plan ("2022 ESOP"). The options are exercisable at a price of £0.275 per ordinary share of £0.01 each in the capital of the Company ("Ordinary Share"), being mid-market closing price on 21 September 2022, in accordance with the conditions of the 2022 CSOP and 2022 ESOP. The options will vest three years from the date of grant. The Board considered it important to have equity incentives being issued to staff at all levels. The options granted represent 1.55% of the existing Ordinary Shares in issue.

 

There was one Board change during the period with CEO Max Denning departing and Executive Vice-Chairman Mark Thompson assuming his CEO responsibilities.

 

Results

 

The Group invested £6.4 million of capital expenditure during the Period. This was committed to equipment purchase and down payments, mineral processing facility upgrades and enhancements, as well as design and engineering costs for the crushing and ore sorting circuits. In addition, the Group has made £2.3 million stage payment deposits for plant and equipment, and £0.3 million deposit for contractor services. These are recognised as other receivables until delivered to site or services performed. Operating cash outflows were £7.7 million with significant prepayments for services made in the first half.

 

The Group made a half-yearly loss after taxation of £5,126,282 (2021 half-year: £4,990,226). This was within expectations for the Project at its current stage of development. Staff costs and other opex increased significantly compared with the prior year's comparable period, reflecting the scaling up of operations as the Project nears commercial production.

 

 

 

communiTy and Sustainability

As well as ensuring compliance with all environmental legal obligations required at the Hemerdon Mine, Tungsten West has developed an ESG Strategy, which aligns with UN Sustainable Development Goals, International Finance Corporation Performance Standards, and the Sustainability Accounting Standards Board.

The Company's mission is to become a world-leading producer of tungsten and tin, committed to adhering to international standards in mining operations, environmental conservation and safe working practices to enable the delivery of excellence and growth for our partner communities, investors, employees and other stakeholders.

Tungsten West is committed to a vision of a safe and sustainable service delivered throughout the business with professionalism, attention to detail and the empowerment of employees. Tungsten West prides itself on its respect for the environment, community, health, safety, sustainable working practices, and meeting the needs and expectations of its interested parties.

Providing significant economic benefits to the people and communities surrounding the mine, as well as the UK as a whole, is an important consideration for the Company.

·     Tungsten West has invested over £2.9 million in goods and services sourced from Devon and Cornwall in the six months to 30 September 2022.

·     Just over 77% of Tungsten West's total spend in the six months to 30 September 2022 has been made in the UK.

·     26% of staff employed by Tungsten West live in the two postcode areas closest to the mine, and a further 55% of the workforce live in PL postcodes (Plymouth and the wider area).

·    96% of employees live in Devon and Cornwall at the date of this report reflecting the Company's recruitment policy to hire from the local population.

·      The average Tungsten West salary is £53,000, significantly above the average for the region.

·     Tungsten West is pursuing a number of renewable energy projects to reduce the Project's carbon footprint including solar PV and hydro-energy schemes.

·      RheEnergise, the company Tungsten West is working with, recently announced Government grant funding of £8.25 million for a prototype hydro energy scheme at the Hemerdon Mine.

·     To date Tungsten West has supported five local community initiatives with donations of just over £2,850, with more planned pre-production.

·      Tungsten West launched its Company values - care, integrity, teamwork and excellence.

 

 

outlook

 

The tungsten markets remain quiet with the European Metal Bulletin Ammonium Para-Tungstate price being reported at circa US$335 per Metric Tonne Unit (MTU) (1 MTU = 10 kilograms).  The near-term outlook for prices will likely be driven by the Chinese domestic market. Most recent official figures show Chinese growth is slowing compared to the levels of growth seen for decades. As China begins to find fewer customers for its products both on the domestic and international stage, demand for raw materials such as tungsten will drag. However, in the USA, we have seen continued growth and an increase in demand for US domestic oil and gas, meaning the demand for tungsten outside of China remains strong which might be augmented with an increase in global defence spending fueled by the Ukraine and Russia conflict.

Tin prices have fallen since their spectacular performance in 2021 and now hover around US$24,000 per tonne at the date of this statement. Despite the fall in price, tin is a major component in the global drive towards clean energy and whilst a by-product of the tungsten operations, on latest BGS figures (2020), Tungsten West would be one of the top 20 global tin producers. In the long term, the Company expects a floor price closer to US$25,000 - US$30,000 per tonne.

The Company and the Board acknowledge that this is a challenging project and there are risks that could impact the Company's ability to reach construction through to commercial production. The principal risks and uncertainties are outlined in the Company's most recent consolidated accounts on pages 40 - 44, which can be found on www.tungstenwest.com.

 

General

The accompanying condensed consolidated interim financial statements were approved for issue by the Board on 9 December 2022.

 



 

Cautionary statement

This document contains certain forward-looking statements in respect of the financial condition, results, operations and business of the Group. Whilst these statements are made in good faith based on information available at the time of approval, these statements and forecasts inherently involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause the actual results of developments to differ materially from those expressed or implied by these forward-looking statements and forecasts.  Nothing in this document should be construed as a profit forecast.

 

Enquiries

 

Tungsten West

Mark Thompson

Tel: +44 (0) 203 178 7385

 

Strand Hanson

(Nominated Adviser and Financial Adviser)

James Spinney / James Dance

Tel: +44 (0) 207 409 3494

Blythe Ray

(Financial PR)

Tim Blythe / Megan Ray

info@blytheray.com

Tel: +44 (0) 20 7138 3204

Hannam & Partners

(Joint Broker)

Andrew Chubb / Nilesh Patel

Tel: +44 (0)20 7907 8500

 

VSA Capital

(Joint Broker)

Andrew Monk

Tel: +44 (0)20 3005 5000

 

Further information on Tungsten West Limited can be found at www.tungstenwest.com

 

 

 

Overview of Tungsten West

 

Tungsten West is the 100 per cent owner and operator of the past producing Hemerdon tungsten and tin mine, located near Plymouth in southern Devon, England. The Hemerdon mine is currently the world's third largest tungsten resource, with a JORC (2012) compliant Mineral Resource Estimate of approximately 325Mt at 0.12 per cent. WO3. The Company acquired the mine out of a receivership process in 2019 after its most recent operators, Wolf Minerals, stopped production in 2018. While it was operator, Wolf invested over £170 million into the development of the site, the development of significant infrastructure and processing facilities. Hemerdon was producing tungsten and tin materials, under Wolf, between 2015 and 2018, before the Company entered administration and placed the mine into receivership due to a number of issues that have since been identified and rectified by Tungsten West.


Independent Auditor's Review Report on Interim Financial Information

 

Conclusion

 

We have reviewed the accompanying Consolidated Statement of Financial Position of Tungsten West Plc as of 30 September 2022 and the related Consolidated Income Statement, Consolidated Statement of Change in Equity and Consolidated Statement of Cash-Flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes.

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information does not give a true and fair view of the financial position of the Group as at 30 September 2022, and of its financial performance and its cash flows for the six-month period then ended in accordance with UK-adopted International Accounting Standard 34.

 

Basis for conclusion

 

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity." A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusions relating to going concern

 

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed. This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410, however future events or conditions may cause the entity to cease to continue as a going concern.

 

Responsibilities of directors

 

Management is responsible for the preparation and fair presentation of this interim financial information in accordance with International Accounting Standard 34. In preparing the half-yearly financial report, 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 review of the financial information

 

In reviewing the half-yearly report, we are responsible for expressing to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report. Our conclusion, including our Conclusions relating to going concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report.

 

Other matters

 

The Group did not opt to have a review for the period ended 30 September 2021 and consequently the comparative information, which is derived from that interim financial information, is unreviewed.

 

Use of our report

 

This report is made solely to the company in accordance with ISRE (UK) 2410. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review 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, for our review work, for this report, or for the conclusions we have formed.

 

 

 

PKF Francis Clark

North Quay House

Sutton Harbour

Plymouth

Devon

PL4 0RA

 

Date: 9 December 2022



 

 

Consolidated Income Statement

 














Unaudited

 

Unaudited


Audited

 


Six months to

 

Six months to


Year ended

 

Note

30-Sep-22

 

30-Sep-21


31-Mar-22

 








£

 

£

 

£

Revenue

4

208,217

 

200,887


673,509

Cost of sales


(1,959,326)

 

(2,844,474)


(4,028,123)

Gross loss


(1,751,109)

 

(2,643,587)


(3,354,614)








Administrative expenses


(3,323,977)

 

(1,763,573)


(7,998,774)

Other operating income


                  -  

 

 -


     4,237

Other gains/(losses)


107,292  

 

                198


(846,373)

Operating loss

5

(4,967,794)

 

(4,406,962)


(12,195,524)

Finance income


128,366

 

47,388


120,002

Finance costs


(286,854)

 

(630,652)


(913,466)

Net finance cost


(158,488)

 

(583,264)


(793,464)

Loss before tax


(5,126,282)

 

(4,990,226)


(12,988,988)

Income tax credit


-


-


-

Loss for the period


(5,126,282)

 

(4,990,226)


(12,988,988)

Profit/(loss) attributable to:

 






Owners of the Company


(5,126,282)

 

(4,990,226)


(12,988,988)










Unaudited

 

Unaudited


Audited

 


£

 

£


£

Basic and diluted loss per share

12

(0.028)

 

(0.066)


(0.110)

 

There were no items of other comprehensive income in either period presented.

 


 

Consolidated Statement of Financial Position
















Unaudited


Unaudited


Audited



Six months to


Six months to


Year ended



30-Sep-22


30-Sep-21


31-Mar-22


Note

£


£


£

Non-current assets

 

 





Property, plant and equipment

6

14,674,729


4,682,080


8,469,610

Right of use assets

7

1,702,233


1,564,581


1,743,736

Intangible assets

8

4,997,853


4,919,853


4,993,254

Deferred tax assets


1,397,789


1,070,658


1,397,789

Escrow funds receivable

9

5,564,319


10,105,858


8,370,024



28,336,923


22,343,030


24,974,413

Current assets

 

 





Trade and other receivables


5,045,579


1,315,178


3,827,509

Inventories


69,901


                           -  


156,944

Cash and cash equivalents


14,925,706


2,863,684


28,755,388



20,041,186


4,178,862


32,739,841



 





Total assets

 

48,378,109


26,521,892


57,714,254



 





Equity and liabilities

 

 





Equity

 

 





Share capital

13

1,805,516


760,113


1,793,682

Share premium account


51,882,931


5,519,169


51,610,414

Share option reserve


292,579


123,728


241,861

Warrant reserve


1,408,730


841,318


1,408,730

Retained earnings


(19,313,728)


(6,403,342)


(14,187,446)

Equity attributable to the owners of the parent

 

36,076,028


840,986


40,867,241



 





Non-current liabilities

 

 





Loans and borrowings

11

1,522,723


12,210,825


1,440,630

Provisions

10

6,702,984


10,139,081


9,526,485

Deferred tax liabilities


1,397,789


1,070,658


1,397,789



9,623,496


23,420,564


12,364,904

Current liabilities

 

 





Trade and other payables


2,502,202


2,188,133


4,289,623

Loans and borrowings


176,383


72,209


192,486



2,678,585


2,260,342


4,482,109



 





Total liabilities

 

12,302,081


25,680,906


16,847,013



 





Total equity and liabilities

 

48,378,109


26,521,892


57,714,254

 


 

Consolidated Statement of Cash Flows

 















Unaudited

 

Unaudited


Audited



30-Sep

 

30-Sep


31-Mar

2022

 

2021


2022


Note

£

 

£

 

£

Cash flows from operating activities

 






Loss for the period


(5,126,282)

 

(4,990,226)


(12,988,988)

Adjustments to cash flows from non-cash items







Depreciation and amortisation

 6,7

261,099

 

92,352


209,233

Impairment of property plant and equipment

6

                            -  

 

                     -  


                            -  

Fair value losses on escrow account


2,904,871  

 

                     -  


1,783,221

Fair value gains on restoration provision


                          (3,012,163)  

 

                     -  


(786,849)

Finance income


(128,366)

 

(47,388)


(120,002)

Finance costs


236,120

 

630,652


913,466

Share based payment transactions


50,718

 

55,888


174,021

Founder incentives


                            -  

 

                     -  


(149,999)

Income tax expense


                            -  

 

                     -  


-



(4,814,003)

 

(4,258,722)


(10,965,897)

Working capital adjustments

 






(Increase) in trade and other receivables


(1,218,070)

 

(770,882)


(3,283,213)

Increase/(decrease) in trade and other payables


(1,787,421)

 

721,988


2,952,165

(increase)/decrease in inventories


87,043

 

                     -  


(156,944)

Net cash flow from operating activities

 

(7,732,451)

 

(4,307,616)


(11,453,889)








Cash flows from investing activities

 






Interest received


29,193

 

                     -  


1,134

Acquisitions of property plant and equipment


(6,407,451)

 

(359,954)


(4,203,803)

Acquisitions of intangibles


(20,000)

 

                     -  


(80,000)

Net cash flow from investing activities

 

(6,398,258)

 

(359,954)


(4,282,669)

Cash flows from financing activities

 

 

 




Interest paid


-

 

-


(4,955)

Proceeds from issue of ordinary shares, net of issue costs

-

 

4,031,674


41,021,204

Proceeds from exercise of warrants


                            284,351 

 

                     -  


126,577

Proceeds from exercise of share options


                            -  

 

                     -  


3,472

New leases


74,250

 

-


-

Payment of lease liabilities


(57,574)

 

                     -  


(153,932)

Net cash flows from financing activities

 

301,027

 

4,031,674


40,992,366








Net increase in cash and cash equivalents


(13,829,682)

 

(635,896)


25,255,808

Opening cash and cash equivalents

 

28,755,388

 

3,499,580


3,499,580

Closing cash and cash equivalents c/f

 

14,925,706

 

2,863,684


28,755,388

 

 

Consolidated Statement of Changes in Equity

Audited

 

Share capital

 

Share premium account

 

Share option reserve

 

Warrant reserve

 

Retained earnings

 

Total

 


£

 

£

 

£

 

£

 

£

 

£

At 1 April 2021


6,856


12,327,484


67,840


754,586


(11,413,116)


1,743,650

Loss for the year


             -  


                -  


             -  


            -  


(12,988,988)


(12,988,988)

Capital reduction of share premium account


             -  


(10,000,000)


             -  


            -  


10,000,000


               -  

Issue of bonus shares


752,513


(752,513)


             -  


            -  


               -  


               -  

Conversion of convertible  debt


359,352


10,421,208


             -  


            -  


               -  


10,780,560

New shares subscribed


674,961


40,310,822


             -  


            -  


               -  


40,985,783

Issue of warrants


             -  


(696,587)


             -  


785,144


               -  


88,557

Exercise of warrants


-


-


-


(131,000)


131,000


-

Issue of share options


             -  


                -  


298,878


-


-


298,878

Forfeiture of share options


             -  


                -  


(41,199)


            -  


               -  


(41,199)

Exercise of share options


             -  


                -  


(83,658)


            -  


83,658


               -  

At 31 March 2022

 

1,793,682

 

51,610,414

 

241,861

 

1,408,730

 

(14,187,446)

 

40,867,241

 













Unaudited

 












At 1 April 2021


6,856


12,327,484


67,840


754,586


(11,413,116)


1,743,650

Loss for the period


             -  


                -  


             -  


            -  


(4,990,226)


(4,990,226)

New shares subscribed


744


3,944,198


             -  


            -  


               -  


3,944,942

Issue of bonus shares


752,513


(752,513)


             -  


            -  


               -  


               -  

Capital reduction of share premium account


             -  


(10,000,000)


             -  


            -  


10,000,000


               -  

Issue of share options


             -  


                -  


55,888


            -  


               -  


55,888

Warrant charge


             -  


                -  


             -  


86,732


               -  


86,732

At 30 September 2021

 

760,113

 

5,519,169

 

123,728

 

841,318

 

(6,403,342)

 

840,986

 













Unaudited

 












At 1 April 2022


1,793,682


51,610,414


241,861


1,408,730


(14,187,446)


40,867,241

Loss for the period


             -  


                -  


             -  


            -  


(5,126,282)


(5,126,282)

New shares subscribed


11,834


272,517


             -  


            -  


               -  


284,351

Issue of share options


             -  


                -  


50,718


            -  


               -  


50,718

At 30 September 2022

 

1,805,516

 

51,882,931

 

292,579

 

1,408,730

 

(19,313,728)

 

36,076,028

 



 

 

Notes to the interim accounts

 

1.   Basis of Preparation

These unaudited condensed consolidated interim accounts have been prepared in accordance with the recognition and measurement principles of International Accounting Standards as adopted in the United Kingdom ("UK-adopted IAS") using the accounting policies that are expected to apply in the Company's next annual report.

The accounting policies applied are consistent with those disclosed in the Company's last statutory financial statements and the AIM admission document.

The interim accounts are in compliance with IAS 34, Interim Financial Reporting.

The interim accounts do not comprise the Company's statutory accounts. The information for the year ended 31 March 2022 is not the Company's statutory accounts. The Company's financial statements for that year have been filed with the registrar of companies and the auditor's report on those financial statements was unqualified and did not contain statements under s498(2) or s498(3) of the Companies Act 2006.

2.   Going concern

The interim accounts are prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business.

The Group is still in the pre-production phase of operations and meets its day to day working capital requirements by utilising cash reserves from investment made in the Group. In October 2021, the Group raised £36 million by way of an initial public offering and at 30 September 2022, had £14.9m million in cash reserves and £12.5 million at 30 November 2022. For the Group to be able to execute its estimated capex spend, it still requires additional funding and is in discussions with financing partners to provide the additional capital.

Until the additional capital is secured, the Group will proceed with detailed engineering design and will commence construction by utilising cash reserves. The board will not commit to significant further capital expenditure until the full finance package is in place to complete the rebuild. Management has prepared a number of different forecasts to model all anticipated potential outcomes as follows.

Model 1 - Capital build basis

This scenario models management's intended plan of the expected future outflows required to complete the capital build once finance is secured. Sensitivity analysis has been applied in terms of when the project would restart, availability of additional capital and the cashflow demands for each scenario. Management are satisfied there is sufficient headroom to service the projected cost of debt when this is agreed. As negotiations with finance providers proceed the model will be updated with the anticipated finance costs to ensure that a sufficient level of liquidity is maintained. Management is confident that the project finance can be secured to complete the capital build under the updated business plan. Management acknowledge that the Group could fall-back to a more modest business plan in the short term to maintain cash reserves if the economic environment were to deteriorate.

Model 2 - Operational readiness basis

This forecast models the scenario where part of the finance is drawn but not all the required finance is agreed in sufficient time, as full funding is dependant on certain conditions being met. If these conditions are delayed, and the Board decides there is insufficient visibility that they will be met, then the Board will instruct the company to pause the project and return to operational readiness.

The Group would continue in operation and will be able to realise its assets and discharge its liabilities as they fall due in the normal course of operations, including any committed expenditure that is required to meet its contractual capital and financial commitments.

No further capital expenditure would be committed but activity and staffing levels would be maintained so that project restart could be recommenced as soon as finance is secured. The group retains sufficient cash at the current time to operate under Model 2 for at least eighteen months.

Model 3 - Care and maintenance basis

Whilst management consider this to be the least likely and desired option for all stakeholder groups, it has prepared a forecast on a care and maintenance basis to cover this unlikely scenario.

This forecast models the scenario where project finance is not agreed. The Group would reduce its operations but continue to discharge its liabilities as they fall due in the normal course of operations, including any committed expenditure that is required to meet its contractual capital and financial commitments. No further capital expenditure would be committed but operational expenditure would be reduced to essential care and maintenance activities only. Management would continue to develop a plan to recommence development of the site when finance could be secured. The Group retains sufficient cash at the current time to operate under Model 3 for at least 15 months

The directors have reviewed the three models detailed above and have considered the positive progress in the update to the Feasibility Study of March 2021 and feedback received during the technical and financial due diligence. As a result, they consider that the group will be able to operate as a going concern for the foreseeable future. Consequently, they continue to adopt the going concern basis in preparing the consolidated financial information.

3.   Asset and liabilities held at fair value

Escrow funds

These funds are held with a third party to be released to the Group as it settles its obligation to restore the mining site once operations cease. The debtor has been discounted to present value assuming the funds will be receivable in 24 years' time which assumes one year of set up and a 23-year useful life of mining operations.  The key assumptions that would lead to significant changes in the escrow account fair value are the discount rate and the useful life of the mine.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material. This includes a provision for the obligation to restore the mining site once mining ceases.

The restoration provision is the contractual obligation to restore the mining site back to its original state once mining ceases. The provision is equal to the expected outflows that will be incurred at the end of the mine's useful life discounted to present value. As the restoration work will predominantly be completed at the end of the mine's useful life, these calculations are subject to a high degree of estimation uncertainty. The key assumptions that would lead to significant changes in the provision are the discount rate, useful life of the mine and the estimate of the restoration costs.



 

 

4.   Revenue

Revenue by product comprised the following:


Unaudited

Unaudited

Audited


Six months to

Six months to

Year ended


30 September 2022

30 September 2021

31 March

2022


£

£

£

Tungsten

89,509

67,870

232,940

Aggregates

117,091

133,017

440,569

Other

1,617

-

-


208,217

200,887

673,509

 

 

5.   Operating loss

Operating loss is stated after the following:


Unaudited

Unaudited

Audited


Six months to

Six months to

Year ended


30 September 2022

30 September 2021

31 March

2022


£

£

£

Depreciation of property, plant and equipment

202,332

45,145

101,464

Depreciation of right of use assets

43,366

47,207

101,169

Amortisation of intangibles

15,401

-

6,599

Staff costs

2,107,029

1,297,387

2,465,924


 



 



 

6.   Property, plant and equipment


Unaudited

£


Cost

 













At 1 April 2022

4,446,750


27,327


171,420


8,740


196,755


3,904,548


8,755,540

Additions

33,865


22,234


27,361


112,500


16,800


6,194,691


6,407,451

Transfer

713,969


                   -  


              -  


          -  


                  -  


(713,969)


            -  

At 30 September 2022














Depreciation













At 1 April 2022

235,797


1,578


9,932


5,047


33,576


                 -  


285,930

Charge for the period

132,715


2,370


29,539


14,216


23,492


                 -  


202,332

At 30 September 2022














Unaudited













Cost













At 1 April 2021

4,416,300


34,289


              -  


8,740


92,408


                 -  


4,551,737

Additions

-


1,149


              -  


          -  


                  -  


358,805


359,954

At 30 September 2021














Depreciation













At 1 April 2021

168,513


1,516


              -  


2,163


12,274


                 -  


184,466

Charge for the period

33,387


272


              -  


1,441


10,045


                 -  


45,145

At 30 September 2021














Audited













Cost













At 1 April 2021

4,416,300


34,289


              -  


8,740


92,408


                 -  


4,551,737

Reclassification

-


(32,241)


              -  


          -  


32,241


                 -  


            -  

Additions

30,450


25,279


171,420


          -  


72,106


3,904,548


4,203,803

At 31 March 2022














Depreciation













At 1 April 2021

168,513


1,516


              -  


2,163


12,274


                 -  


184,466

Reclassification

           -  


(1,209)


              -  


          -  


1,209


                 -  


-

Charge for the year

67,284


1,271


9,932


2,884


20,093


                 -  


101,464

At 31 March 2022




























At 30 September 2022

At 30 September 2021

4,214,400


33,650


              -  


5,136


70,089


358,805


4,682,080

At 31 March 2022

4,210,953


25,749


161,488


3,693


163,179


3,904,548


8,469,610

 



 

 

7.   Right of use asset

 


Unaudited

Unaudited

Audited


Six months to

Six months to

Year ended


30 September 2022

30 September 2021

31 March

 2022


£

£

£

Opening net book value

1,743,736

1,611,788

1,611,788

Additions

1,863

-

233,117

Depreciation

(43,366)

(47,207)

(101,169)

Closing net book value

1,702,233

1,564,581

1,743,736


 



 

8.   Intangible assets


Unaudited

Unaudited

Audited


Six months to

Six months to

Year ended


30 September 2022

30 September 2021

31 March

 2022


£

£

£

Goodwill

1,075,520

1,075,520

1,075,520

Mining rights

3,844,333

3,844,333

3,844,333

Software

78,000

-

73,401

Closing net book value

4,997,853

4,919,853

4,993,254


 



 


 



9.   Escrow Funds

 


Unaudited

Unaudited

Audited


Six months to

Six months to

Year ended

Escrow Funds

30 September 2022

30 September 2021

31 March

 2022


£

£

£

Carrying amount brought forward

8,370,024

10,058,470

10,058,470

Change in inflation and discount rate

(2,904,871)

-

(1,783,221)

Unwinding of discount

99,166

47,388

94,775

Closing net book value

5,564,319

10,105,858

8,370,024


 



The funds held in escrow with a third party will be released back to the Company on the cessation of mining once restoration works have been completed. The amounts have been discounted to present value over the expected useful life of the mine plus one year start up. During the period, the discount rate was revised to 4.1% (30 September 2021: 1.1%) (31 March 2022: 2.0%) resulting in a loss of £2,904,871 (30 September 2021: £Nil) (31 March 2022: £1,783,221). The actual funds held in escrow at the period end were £13,228,692 (30 September 2021: £ 13,201,921) (31 March 2022: £13,203,139). The Escrow Funds balance is the only financial instrument of the Group held at fair value. The valuation is based on the eventual cash flow discounted at the risk-free rate, being the yield on a UK Government bond for an equivalent term. This is considered level 2 within the fair value hierarchy. There have been no transfers between levels of the fair value hierarchy during the period.



 

Notes to the interim accounts

 

10.  Provisions

 


Unaudited

Unaudited

Audited


Six months to

Six months to

Year ended

Restoration provision

30 September 2022

30 September 2021

31 March

 2022


£

£

£

Carrying amount brought forward

9,526,485

9,964,824

9,964,824

Change in inflation and discount rate

(3,012,163)

-

(786,849)

Unwinding of discount

188,662

174,257

348,510

Closing net book value

6,702,984

10,139,081

9,526,485


 



This provision is for the obligation to restore the mine to its original state once mining operations cease, discounted back to present value based on the estimated life of the mine. Prior to discounting the Directors estimate the provision at current costs to be £13,201,256 (30 September 2021: £13,201,256) (31 March 2022: £13,201,256).

The provision has been discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The ultimate costs to restore the mine are uncertain, and cost estimates can vary in response to many factors, including estimates of the extent and costs of rehabilitation activities, technological changes, regulatory changes, cost increases as compared to the inflation rates and changes in discount rates.

Management has considered these risks and used a discount rate of 6.1% (30 September 2021: 3.5%) (31 March 2022: 4%) an inflation rate of 2.5-7% over the life of the project (30 September 2021: 2%) (31 March 2022 2.5-7%) and an estimated mining period of one year set up and 23 years mining. The fall in the present value of the provision is a direct result of the rise in long-term inflation and interest rate expectations.

At the reporting date these assumptions represent management's best estimate of the present value of the future restoration costs.

 

11.  Long term borrowings

Long term borrowings comprised:


Unaudited

Unaudited

Audited


Six months to

Six months to

Year ended


30 September 2022

30 September 2021

31 March

2022


£

£

£

Lease liabilities

1,552,723

1,430,265

1,440,630

Convertible debt

-

10,780,560

-


1,552,723

12,210,825

1,440,630


 



 



 

 

12.  Basic and diluted loss per share


Unaudited

Unaudited

Audited

 


Six months to

Six months to

Year ended

 


30 September 2022

30 September 2021

31 March

 2022

 


£

£

£

 

Loss for the year

(5,126,282)

(4,990,226)

(12,988,988)

 


 

 

 

 


Number

Number

Number

 


 



 

Weighted average number of ordinary shares in issue

180,470,827

75,974,318

119,017,666


 

 

 

Basic and diluted loss per share

(0.028)

(0.066)

(0.11)

 

The diluted loss per share calculations excludes the effects of share options, warrants and convertible debt on the basis that such future potential share transactions are anti-dilutive. Were the Company's options and warrants to be converted, a potential further 25,624,284 ordinary shares of between £0.01 to £0.60 would be issued. Information on share options and warrants is disclosed in note 14.

There were no shares issued subsequent to the end of the interim period.

 

13.  Share capital


Unaudited

Unaudited

Audited


Six months

Six months

Year ended


30 September

30 September

31

March

 

2022

2021

2022

 

 



Number of shares allotted

Number

Number

Number

 

 



 

 



Ordinary Shares of £0.01 each

180,551,615

76,011,371

179,368,215


 

 

 

Nominal value

£

£

£

 




 




Ordinary Shares of £0.01 each

1,805,516

760,113

1,793,682


 



 

Share issues during the period

During the period ended 30 September 2021 the share capital of the company was restructured. The following share transactions took place:

·      The Company issued 7,349,832 ordinary shares of £0.0001 each for considerations ranging from £0.45 per share to £0.60.

·      On 22 July 2021 a bonus issue of shares from the share premium account created 7,525,125,729 ordinary shares of £0.0001 each.

·      On 22 July 2021 a share capital consolidation took place whereby each one hundred ordinary shares of £0.0001 each were consolidated into one ordinary share of £0.01 each.

.

 

14.  Share options and warrants

 

Founder share incentives

The founder shareholders have a right to receive shares at a nominal value once certain milestones are met.

The movements in the number of incentives during the year were as follows:


Unaudited

Unaudited

Audited


Six months to

Six months to

Year ended


30 September 2022

30 September 2021

31 March 2022


Number

Number

Number

Outstanding at beginning of period

18,229,148

 6,930,000

6,963,000

Granted during the period

-

671,137

671,137

Terminated on admission to AIM

-

-

(7,634,137)

Replacement share awards following admission to AIM

-

-

19,866,344

Exercised during the year

-

-

(1,657,196)

Outstanding at end of period

18,229,148

7,601,137

18,229,148

 

In the prior year, upon admission to AIM, the original founder agreement was terminated and the Company granted replacement founder options to the founder shareholders with effect from admission.

The founder options meet the definition of equity in the financial statements of the Company on the basis that the 'fixed for fixed' condition is met. No consideration was received for the founder options at grant date, therefore no accounting for the issue of the equity instruments is required under IFRS. On exercise, the shares are recognised at the fair value of consideration received, being the option price of £0.01.

Part of one of the founders' option agreement were share options issued in their capacity as a Director and were dependent on their continuing employment, and therefore 243,333 options have been accounted for under IFRS 2. This resulted in a charge to the income statement of £143,603 and these options were fully vested in the year ended 31 March 2022.

Share Options - Employees

The movement on the number of share options issued by the Company during each period presented was as follows.

 


Unaudited

 

Unaudited


Audited


Six months to

 

Six months to


Year ended

30-Sep-22

 

30-Sep-21


31-Mar-22


Number

 

Number


Number

Outstanding at beginning of period

1,683,335

 

1,233,333


1,233,333

Granted during the period

2,799,982

 

1,097,226


1,097,228

Exercised during the year

-

 

-


(647,226)

Outstanding at end of period

4,483,317

 

2,330,559


1,683,335

 

 

At 30 September 2022 the exercise price of share options issued to key employees ranges between £0.01 and £0.45 and their remaining contractual life was three years.

 

At 30 September 2021 the exercise price of share options issued to key employees ranges between £0.01 and £0.45 and their remaining contractual life was three years.

 

At 31 March 2022 the exercise price of share options outstanding ranged between £0.01 and £0.45 and their remaining contractual life was 22 months to 39 months.

 

 

Warrants

The movement on the number of warrants issued by the Company during each period presented was as follows.


Unaudited

Unaudited

Audited


Six months to

Six months to

Year ended


30 September 2022

30 September 2021

31 March 2022


Number

Number

Number

Outstanding at beginning of period

4,095,219

2,310,681

2,310,681

Granted during the period

-

126,760

2,226,760

Exercised during the year

(1,183,400)

-

(442,222)

Outstanding at end of period

2,911,819

2,437,441

4,095,219

 

At 30 September 2022 the exercise price of warrants outstanding ranged between £0.45 and £0.60 and their remaining contractual life was 3 month to 13 months.

 

At 30 September 2021 the exercise price of warrants ranges between £0.25 and £0.60 and their remaining contractual life was two years.

 

At 31 March 2022 the exercise price of warrants outstanding ranged between £0.01 and £0.60 and their remaining contractual life was 1 month to 21 months.

 

15.  Commitments

 

Capital commitments

As at 30 September 2022 the Group had contracted to purchase property, plant and machinery amounting to £4,173,277 (31 March 2022: 7,208,997) (30 September 2021: 4,476,559). An amount of £123,320 (31 March 2022: £123,320) (30 September 2021: £123,320) is contingent on the commencement of mining operations.

 

 

Other financial commitments

The total amount of other financial commitments not provided in the financial statements was £10,329,000 (31 March 2022: £11,329,000) (30 September 2021: £12,329,000) payable on the commencement of mining operations and represented contractual amounts due to the mining contractor and further committed payments to the funds held in the escrow account under the escrow agreement. Included within other financial commitments is £5,000,000 which is considered to be payable between one to five years after mining operations commence.



 

 

 

 

16.  Events after the end of the interim reporting period

On 28th November 2022, the Company announced that the Company's Chairman, Robert Ashley, stepped down from his position on the Board with immediate effect and David Cather, Senior Independent Non-Executive Director, became Chairman of the Board.

 

Additionally, Martin Wood has been appointed to the Board and will assume the role of Senior Non-Executive Director.

 

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