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
| Land and buildings |
| Furniture, fittings and equipment |
| Computer equipment |
| Motor vehicles |
| Other property, plant and equipment |
| Asset Under Construction |
| Total |
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 | 5,194,584 |
| 49,561 |
| 198,781 |
| 121,240 |
| 213,555 |
| 9,385,270 |
| 15,162,991 |
| | | | | | | | | | | | | |
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 | 368,512 |
| 3,948 |
| 39,471 |
| 19,263 |
| 57,068 |
| - |
| 488,262 |
| | | | | | | | | | | | | |
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 | 4,416,300 |
| 35,438 |
| - |
| 8,740 |
| 92,408 |
| 358,805 |
| 4,911,691 |
| | | | | | | | | | | | | |
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 | 201,900 |
| 1,788 |
| - |
| 3,604 |
| 22,319 |
| - |
| 229,611 |
| | | | | | | | | | | | | |
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 | 4,446,750 |
| 27,327 |
| 171,420 |
| 8,740 |
| 196,755 |
| 3,904,548 |
| 8,755,540 |
| | | | | | | | | | | | | |
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 | 235,797 |
| 1,578 |
| 9,932 |
| 5,047 |
| 33,576 |
| - |
| 285,930 |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
At 30 September 2022 | 4,826,072 |
| 45,613 |
| 159,310 |
| 101,977 |
| 156,487 |
| 9,385,270 |
| 14,674,729 |
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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