AMUR MINERALS CORPORATION

1.             Reporting Entity 

Amur Minerals Corporation (the "Company" or the "Group") is a company domiciled in the British Virgin Islands. The consolidated interim financial information as at and for the six months ended 30 June 2023 comprise the results of the Company and its subsidiaries (together referred to as the "Group").

The consolidated financial statements of the Group for the year ended 31 December 2022 are available upon request from the Company's registered office at Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands or at www.amurminerals.com.

2.             BASIS OF PREPARATION

The financial information set out in this report is based on the consolidated financial information of Amur Minerals Corporation and its subsidiary companies. The financial information of the Group for the 6 months ended 30 June 2023 was approved and authorised for issue by the Board on 22 September 2023. The interim results have not been audited. This financial information has been prepared in accordance with the accounting policies that are expected to be applied in the Report and Accounts of Amur Minerals Corporation for the year ended 31 December 2022 and are consistent with the recognition and measurement requirements of IFRS as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"). The auditor's report on the Group accounts to 31 December 2022 was issued with a clean audit opinion with an emphasis of matter. The comparative information for the full year ended 31 December 2022 is not the Group's full annual accounts for that period but has been derived from the annual financial statements for that period. 

The consolidated financial information incorporates the results of Amur Minerals Corporation and its subsidiaries undertakings as at 30 June 2023.  The corresponding amounts are for the year ended 31 December 2022 and for the 6 month period ended 30 June 2022.

The Group financial information is presented in US Dollars ('US$') and values are rounded to the nearest thousand Dollars. 

The same accounting policies, presentation and methods of computation are followed in the interim consolidated financial information as were applied in the Group's latest annual audited financial statements except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 January 2023, and will be adopted in the 2023 annual financial statements. 

A number of new standards, amendments and became effective on 1 January 2023 and have been adopted by the Group. None of these standards have materially affected the Group.

3.             GOING CONCERN

On 6 March 2023 the Company completed the sale of its wholly owned subsidiary AO Kun-Manie for cash consideration of US$35 million and on 14 June 2023, the Company paid a Special Dividend of 1.8p (GBP) per share to its shareholders. The Company retained sufficient funds from to the sale proceeds, plus pre-existing funds to be used to acquire another project via an RTO.

The Group is currently assessing a number of suitable RTO opportunities, however, as neither a reverse takeover nor readmission to trading on AIM as an investing company was completed by 6 September 2023, trading in the Company's shares on AIM suspended on 7 September 2023. Should an RTO not be completed within six months from suspension, the Company will be delisted on 8 March 2024. 

The Directors have reviewed the Group's cash flow forecast for the period to 30 June 2024 and believe the Group has sufficient cash resources to cover planned and committed expenditures over the period. The Directors also believe that the Group has sufficient cash reserves to successfully complete an RTO within the required timeframe.

The Directors are confident that throughout the going concern forecast period the Group will have sufficient funds to meet obligations as they fall due, and thus, the Directors continue to prepare the consolidated financial statements on a going concern basis.

4.             PROFIT/(LOSS) PER SHARE

Basic and diluted profit/(loss) per share is calculated and set out below. The effects of warrants and share options outstanding at the period end are anti-dilutive as they will serve to reduce the profit/(loss) per share. A total of 4.1 million potential ordinary shares have therefore been excluded from the following calculations:

5.             FINANCIAL ASSETS

Included in financial assets is US$1,000,000 held as a mandatory short-term deposit with the Company's bank. The funds become unrestricted and available for use on 6 March 2024.

6.             DISPOSAL OF SUBSIDIARY

On 6 March 2023, Amur sold its wholly owned RF subsidiary AO Kun-Manie for total cash consideration of US$35 million. The Group derecognized the assets and liabilities of AO Kun-Manie as at this date and recognized a loss on the sale of its subsidiary of US$7,002,937 which can be further broken down as follows:

Included in the net assets of AO Kun-Manie was a loan owing to Amur of US$28,630,000 which was settled in full upon sale.

AO Kun-Manie recorded a loss for the period to 6 March 2023 of US$253,000 which has been included in discontinued operations.

The financial performance and cash flow information of the discontinued operation is shown in Note 6.

7.             DISCONTINUED OPERATIONS

As at 31 December 2022 and 30 June 2022, the Directors determined that AO Kun-Manie should be classified as an asset held for sale in accordance with IFRS 5.

The Directors undertook an impairment assessment of the disposal group's assets in accordance with IFRS 5 and concluded that the asset's fair value less costs to sell was in excess of their carrying value. As such, no impairment has been recognised.

The financial performance and cash flow information of the discontinued operation is as follows;

The following assets were reclassified as held for sale in relation to the discontinued operation:

The following liabilities were reclassified as held for sale in relation to the discontinued operation:

8.     TRADE AND OTHER PAYABLES

Other payables as at 30 June 2023 includes an amount of US$1.9 million in relation to unpaid shareholder dividends.

9.     SHARE BASED PAYmENTS

Options:

No options were granted during the period ended 30 June 2023 or 30 June 2022.

At 30 June 2023 the following options were outstanding at the beginning and end of the period:

The fair value of the options is estimated at the grant date using a Black-Scholes model, taking into account the terms and conditions on which the options were granted. This uses inputs for share price, exercise price, expected volatility, option life, expected dividends and risk-free rate.

The share price is the price at which the shares can be sold in an arm's length transaction between knowledgeable, willing parties and is based on the mid-market price on the grant date. The expected volatility is based on the historic performance of Amur Minerals shares on the Alternative Investment Market of the London Stock Exchange. The option life represents the period over which the options granted are expected to be outstanding and is equal to the contractual life of the options. The risk-free interest rate used is equal to the yield available on the principal portion of US Treasury Bills with a life similar to the expected term of the options at the date of measurement.

The total charge arising from outstanding options for the period was US$nil (H1 2022: US$nil; December 2022: US$nil).

Warrants:

No warrants were granted during the period ended 30 June 2022 or 30 June 2021.

At 30 June 2023 the following warrants were outstanding at the beginning and end of the period:

There was no charge arising from outstanding warrants for the period (H1 2022: nil; December 2022: nil).

10.          share Capital

11.          RELATED PARTIES

For the purposes of these financial statements, entities are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions as defined by IAS 24 "Related Party Disclosures".  In addition, other parties are considered to be related if they are under common control. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form.

Details of transactions between the Group and related parties are disclosed below.

Compensation of Key Management Personnel

Key management personnel are considered to be the Directors and senior management of the Group:

12.          EVENTS AFTER THE REPORTING DATE

Following the disposal of the Company's AO Kun-Manie subsidiary, Amur became classified as an AIM Rule 15 cash shell from that date, and as such was required to make an acquisition or acquisitions which would constitute a reverse takeover under Rule 14 of the AIM Rules for Companies, or be re-admitted on AIM as an investing company under the AIM Rules on or before the date falling six months from 6 March 2023.

As neither a reverse takeover nor readmission to trading on AIM as an investing company had been completed by 7 September 2023, trading in the Company's shares on AIM was suspended.

13.          INTERIM REPORT

Copies of this interim report for the six months ended 30 June 2023 will be available from the Company's website www.amurminerals.com.