25 September 2024, 06:00 UTC
Arc Minerals Ltd
('Arc Minerals' or the 'Company')
Interim Results
Arc Minerals announces its unaudited financial results for the six months ended 30 June 2024 (the "Interim Results") which has been made available on the Company's website at http://www.arcminerals.com/investors/document-library/default.aspx .
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
Forward-looking Statements
This news release contains forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterised by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such factors include, among others: the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; possible variations in ore grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing; and fluctuations in metal prices. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
**ENDS**
Contacts
| Arc Minerals Ltd Nick von Schirnding (Executive Chairman) |
c/o Benchmark Communications |
| | |
| Zeus Capital Limited (Nominated Adviser & Joint Broker) Katy Mitchell/Harry Ansell | Tel: +44 (0) 203 829 5000 |
| | |
| Shard Capital Partners LLP (Joint Broker) Damon Heath | Tel: +44 (0) 20 7186 9952 |
| | |
| Benchmark Communications (Investor Relations) Richard Kauffer | Tel: +44 (0) 7841 67 3210 |
| | |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the period ended 30 June 2024
|
|
| |
| Six Months to 30 June |
| Six Months to |
|
|
|
| |
| (Unaudited) |
| (Unaudited) |
|
|
|
| Notes |
| £ 000's |
| £ 000's |
|
| | | | | | | | |
| | | | | | | | |
| Administrative expenses | | | | (514) | | (2,201) | |
| Operating loss |
| |
| (514) |
| (2,201) |
|
|
|
| |
|
|
|
|
|
| Share of loss from associate | | | | (24) | | - | |
| | | | | | | | |
| Non-operating Loss | | | | (24) | | - | |
| | | | | | | | |
| Loss from continuing operations |
| |
| (538) |
| (2,201) |
|
| | | | | | | | |
| Income tax expense | | | | - | | - | |
| Loss for the period |
| 3 |
| (538) |
| (2,201) |
|
| | | | | | | | |
| Other comprehensive income / (loss) |
| |
|
|
|
|
|
| Items that may be reclassified subsequently to profit or loss: |
| |
|
|
|
|
|
| Unrealised losses | | | | - | | (49) | |
| Effect of currency translation | | | | 4 | | 53 | |
| Other comprehensive income for the period, net of tax |
| |
| 4 |
| 4 |
|
| | | | | | | | |
| Total comprehensive loss for the period |
| |
| (534) |
| (2,197) |
|
| | | | | | | | |
| Income / (Loss) attributable to: |
| |
|
|
|
|
|
| Equity holders of the parent | | | | (631) | | (2,196) | |
| Non-controlling interest | | | | 93 | | (5) | |
| | | | | (538) | | (2,201) | |
| Total comprehensive income / (loss) attributable to: |
| |
|
|
|
|
|
| Equity holders of the parent | | | | (628) | | (2,206) | |
| Non-controlling interest | | | | 94 | | (9) | |
| | | | | (534) | | (2,197) | |
| | | | | | | | |
| Loss per share attributable to the owners of the parent during the period (expressed in pence per share) |
| |
|
|
|
|
|
| - Basic | | 3 | | (0.04) | | (0.18) | |
| | | | | | | | |
| The notes are an integral part of these consolidated financial statements. | | ||||||
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2024
|
|
| |
| As at |
| As at |
|
|
|
| |
| (Unaudited) |
| (Audited) |
|
|
|
| Notes |
| £ 000's |
| £ 000's |
|
| | | | | | | | |
| ASSETS |
| |
|
|
|
|
|
| Non-current assets | | | | | | | |
| Intangible assets | | 4 | | 1,836 | | 1,699 | |
| Investment in Associate | | | | 2,434 | | 2,458 | |
| Long-term receivable | | 5 | | 6,811 | | 6,531 | |
| Total non-current assets |
| |
| 11,081 |
| 10,688 |
|
| | | | | | | | |
| Current assets | | | | | | | |
| Trade and other receivables | | 6 | | 1,924 | | 1,859 | |
| Short term investments | | 7 | | - | | 68 | |
| Cash and cash equivalents | | | | 2,403 | | 281 | |
| Total current assets |
| |
| 4,327 |
| 2,208 |
|
|
|
| |
|
|
|
|
|
| TOTAL ASSETS |
| |
| 15,408 |
| 12,896 |
|
|
|
| |
|
|
|
|
|
| LIABILITIES |
| |
|
|
|
|
|
| Current liabilities |
| |
|
|
|
|
|
| Trade and other payables | | 8 | | (1,705) | | (2,244) | |
| Total current liabilities |
| |
| (1,705) |
| (2,244) |
|
| | | | | | | | |
| Non-current liabilities |
| |
|
|
|
|
|
| Long term payables | | 9 | | (104) | | (105) | |
| Total non-current liabilities |
| |
| (104) |
| (105) |
|
| | | | | | | | |
| TOTAL LIABILITIES |
| |
| (1,809) |
| (2,349) |
|
|
|
| |
|
|
|
|
|
| NET ASSETS |
| |
| 13,599 |
| 10,547 |
|
| | | | | | | | |
| EQUITY |
| |
|
|
|
|
|
| Share capital | | 10 | | - | | - | |
| Share premium | | | | 68,063 | | 64,464 | |
| Share based payments reserve | | | | 84 | | 126 | |
| Warrant reserve | | | | 84 | | 84 | |
| Foreign exchange reserve | | | | (114) | | (61) | |
| Retained earnings | | | | (54,612) | | (54,063) | |
| Equity attributable to equity holders of the parent |
|
|
| 13,505 |
| 10,550 |
|
| Non-controlling interest | | | | 94 | | (3) | |
| TOTAL EQUITY |
| |
| 13,599 |
| 10,547 |
|
| | | | | | | | |
The notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
for the period ended 30 June 2024
|
|
| |
| As at |
| As at |
|
|
| |
| (Unaudited) |
| (Unaudited) |
|
|
| Notes |
| £ 000's |
| £ 000's |
| | | | | | | |
| Cash flows from operating activities |
| |
|
|
|
|
| Loss for the period | | 3 | | (538) | | (2,201) |
| Depreciation | | | | - | | 5 |
| Currency losses / (gains) | | | | (54) | | 39 |
| Fair value losses / (gains) | | 7 | | (28) | | 1,469 |
| Share of loss of associate | | | | 24 | | - |
| Non-cash revaluation loss | | | | (251) | | - |
| Operating loss before changes in working capital |
| |
| (847) |
| (688) |
| | | | | | | |
| Increase in trade and other receivables | | | | (40) | | (13) |
| Increase / (Decrease) in trade and other payables | | | | (548) | | 194 |
| Net cash used in operating activities |
| |
| (1,435) |
| (507) |
|
|
| |
|
|
|
|
| Cash flows used in investing activities |
| |
|
|
|
|
| Additions to intangible assets | | 4 | | (137) | | (88) |
| Proceeds from disposal of short-term investments | | 7 | | 96 | | - |
| Net cash used in investing activities |
| |
| (41) |
| (88) |
| | | | | | | |
| Cash flows from financing activities |
| |
|
|
|
|
| Proceeds from issue of ordinary shares net of share issue cost | | 10 | | 4,005 | | 28 |
| Repurchase of shares | | 10 | | (406) | | - |
| Long term payables | | 9 | | (1) | | 11 |
| Net cash generated from financing activities |
| |
| 3,598 |
| 39 |
|
|
| |
|
|
|
|
| Net increase/(decrease) in cash and cash equivalents |
| |
| 2,122 |
| (556) |
| Cash and cash equivalents at beginning of period | | | | 281 | | 616 |
| Cash and cash equivalents at end of period |
| |
| 2,403 |
| 60 |
| | | | | | | |
The notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the period ended 30 June 2024
|
| Share |
| Share premium |
| Foreign exchange reserve |
| Share based payment reserve |
| Warrant Reserve |
| Retained earnings |
| Total | Non-controlling |
| Total |
|
| £ 000's |
| £ 000's |
| £ 000's |
| £ 000's |
| £ 000's |
| £ 000's |
| £ 000's | £ 000's |
| £ 000's |
| As at 1 January 2023 | - |
| 64,272 |
| 1,045 |
| 283 |
| 84 |
| (59,196) |
| 6,488 | (643) |
| 5,845 |
| Loss for the period | - | | - | | - | | - | | - | | (2,196) | | (2,196) | (5) | | (2,201) |
| Items that may be reclassified subsequently to profit or loss: | | | | | | | | | | | | | | | | |
| Currency translation differences | - | | - | | (10) | | - | | - | | - | | (10) | 14 | | 4 |
| Total comprehensive loss for the period | - |
| - |
| (10) |
| - |
| - |
| (2,196) |
| (2,206) | 9 |
| (2,197) |
| Share capital issued net of share issue costs | - | | 28 | | - | | - | | - | | - | | 28 | - | | 28 |
| Effect of foreign exchange on the opening balance | - | | - | | (169) | | - | | - | | 30 | | (139) | - | | (139) |
| Total transactions with owners, recognised directly in equity | - |
| 28 |
| (169) |
| - |
| - |
| 30 |
| (111) | - |
| (111) |
| As at 30 June 2023 | - |
| 64,300 |
| 866 |
| 283 |
| 84 |
| (61 362) |
| 4,171 | (634) |
| 3,537 |
| | | | | | | | | | | | | | | | | |
| As at 1 January 2024 | - |
| 64,464 |
| (78) |
| 126 |
| 84 |
| (54,046) |
| 10,550 | (3) |
| 10,547 |
| Loss for the period | - | | - | | - | | - | | - | | (631) | | (631) | 93 | | (538) |
| Items that may be reclassified subsequently to profit or loss: | | | | | | | | | | | | | | | | |
| Currency translation differences | - | | - | | 3 | | - | | - | | - | | 3 | 1 | | 4 |
| Total comprehensive loss for the period | - |
| - |
| 3 |
| - |
| - |
| (631) |
| (628) | 94 |
| (534) |
| Share capital issued net of share issue costs | - | | 4,005 | | - | | - | | - | | - | | 4,005 | - | | 4,005 |
| Cancellation of repurchased shares (note 10) | - | | (406) | | - | | - | | - | | - | | (406) | - | | (406) |
| Warrants and options expired | - | | - | | - | | (42) | | - | | 42 | | - | - | | - |
| Effect of foreign exchange on the opening balance | - | | - | | (39) | | - | | - | | 23 | | (16) | 3 | | (13) |
| Total transactions with owners, recognised directly in equity | - |
| 3,599 |
| (39) |
| (42) |
| - |
| 65 |
| 3,583 | 3 |
| 3,586 |
| As at 30 June 2024 | - |
| 68,063 |
| (114) |
| 84 |
| 84 |
| (54,612) |
| 13,505 | 94 |
| 13,599 |
The notes are an integral part of these consolidated financial statements.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
For the period ended 30 June 2024
1. Basis of preparation
The condensed consolidated interim financial statements have been prepared under the historical cost convention and on a going concern basis and in accordance with International Financial Reporting Standards and IFRIC interpretations adopted for use in the European Union ("IFRS") and those parts of the BVI Business Companies Act applicable to companies reporting under IFRS.
The condensed consolidated interim financial statements contained in this document do not constitute statutory accounts. In the opinion of the directors, the condensed consolidated interim financial statements for this period fairly presents the financial position, result of operations and cash flows for this period.
The Board of Directors approved this Interim Financial Report on 24 September 2024.
Statement of compliance
The condensed consolidated interim financial statements have been prepared in accordance with the requirements of the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing these interim condensed consolidated interim financial statements. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2023, which have been prepared in accordance with IFRS as adopted by the European Union.
Accounting policies
The condensed consolidated interim financial statements for the period ended 30 June 2024 have not been audited or reviewed in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board. The figures were prepared using applicable accounting policies and practices consistent with those adopted in the statutory annual financial statements for the year ended 31 December 2023.
Going concern
The Directors have reviewed a forecast prepared by the executive and have a reasonable expectation that the Group has sufficient funds to continue in operation and satisfy liabilities for the foreseeable future. The Directors therefore consider it appropriate for the Company to continue to adopt the going concern basis in preparing the Annual Report and Financial Statements.
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
2. Financial Risk Management
Risks and uncertainties
The Board continually assesses and monitors the key risks of the business. The key risks that could affect the Group's medium-term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group's December 2023 Annual Report and Financial Statements, a copy of which is available from the Group's website: www.arcminerals.com. The key financial risks are market risk, currency risk, and liquidity.
3. Loss per share
|
|
|
|
| Six Months to |
| Six Months to |
|
|
|
|
| (Unaudited) |
| (Unaudited) |
|
|
| Notes |
| £ 000's |
| £ 000's |
| Loss for the period | |
| | (538) | | (2,201) |
| Weighted average number of ordinary shares used in calculating basic loss per share (000's) | |
| | 1,348,712 | | 1,225,745 |
| Basic loss per share (expressed in pence) | | | | (0.04) | | (0.18) |
As the inclusion of outstanding warrants and options would result in a decrease in the earnings per share, they are considered to be anti-dilutive and, as such, a diluted loss per share is not included.
4. Intangible Assets
|
|
|
|
|
|
| Alvis-Crest | Foreland | Total |
|
|
|
|
|
|
| Prospecting & Exploration rights | Deferred Exploration Costs |
|
|
|
|
|
|
|
| £ 000's | £ 000's | £ 000's |
| | | | | | | | | |
| As at 1 January 2024 |
|
|
| | | 1,699 | - | 1,699 |
| Additions | | | | | | 127 | 10 | 137 |
| Foreign exchange | | | | | | - | - | - |
| As at 30 June 2024 |
|
|
|
|
| 1,826 | 10 | 1,836 |
| | | | | | | | | |
| As at 31 December 2023 | | | | | | 1,699 | - | 1,699 |
| | | | | | | |
| |
5. Long-term receivables
|
| Group | Group |
|
| 30 June 2024 | 31 Dec 2023 |
|
| £ 000's | £ 000's |
| Receivable - Anglo JV (USD 8.61M) | 6,811 | 6,531 |
| Total | 6,811 | 6,531 |
6. Trade and other receivables
|
| Group | Group |
|
| 30 June 2024 | 31 Dec 2022 |
|
| £ 000's | £ 000's |
| Receivable - Anglo JV (USD 974k) | 770 | 744 |
| Receivable - Casa Sale (USD 1.25M) | 988 | 982 |
| Other Receivables | 166 | 121 |
| Prepayments | - | 12 |
| Total | 1,924 | 1,859 |
7. Short-term Investments Held at Fair Value Through Profit and Loss
The Group's investments held at fair value through profit and loss consist of investments publicly traded on the London Stock Exchange and the Over-The-Counter (OTC) market. These investments are valued at the mid-price as at period end.
|
|
| Level 1(i) | Level 2(i) | Level 3(i) | Total |
|
|
| £ 000's | £ 000's | £ 000's | £ 000's |
|
| | | | | |
| At 1 January 2024 | | 68 | - | - | 68 |
| Additions | | - | - | - | - |
| Fair value and gain on disposal | | 28 | - | - | 28 |
| Disposals | | (96) | - | - | 68 |
| Foreign exchange | | - | - | - | - |
| At 30 June 2024 |
| - | - | - | - |
|
|
|
|
|
|
|
|
|
| Level 1(i) | Level 2(i) | Level 3(i) | Total |
|
|
| £ 000's | £ 000's | £ 000's | £ 000's |
| Gains on short-term investments held at fair value through profit and loss | |||||
| Fair value gain and disposal on investments | | 28 | - | - | 28 |
| At 30 June 2024 |
| 28 | - | - | 28 |
(i) See note 1 (accounting policy).
|
|
| Level 1(i) | Level 2(i) | Level 3(i) | Total |
|
|
| £ 000's | £ 000's | £ 000's | £ 000's |
|
| | | | | |
| At 1 January 2023 | | 1,738 | - | - | 1,738 |
| Additions | | - | - | - | - |
| Fair value loss | | (1,509) | - | - | (1,509) |
| Impairment of TMNA shares | | (164) | - | - | (164) |
| Foreign exchange | | 3 | - | - | 3 |
| At 31 December 2023 |
| 68 | - | - | 68 |
|
|
|
|
|
|
|
|
|
| Level 1 | Level 2 | Level 3 | Total |
|
|
| £ 000's | £ 000's | £ 000's | £ 000's |
| Losses on short-term investments held at fair value through profit and loss | |||||
| Fair value loss on investments | | (1,509) | - | - | (1,509) |
| Realised loss on impairment of investments | | (164) | - | - | (164) |
| At 31 December 2023 |
| (1,673) | - | - | (1,673) |
(i) See note 1 (accounting policy).
8. Trade and Other Payables
|
|
|
| Group |
| Group | |
|
|
|
| 30 June 2024 |
| 31 December 2023 | |
| Trade and Other Payables |
|
| £ 000's |
| £ 000's | |
| Surrendered share options payable | | | 1,181 | | 1,181 | |
| Minority shareholder loans | | | - | | 47 | |
| Trade and other payables | | | 524 | | 1,016 | |
| | | | 1,705 | | 2,244 | |
| | | | | | |
|
Surrendered Share Options Payable
The surrendered share options payable is in relation to the surrendered share options as announced on 16 March 2021.
Minority shareholder loans
The minority shareholder loans represent the loan from the 33% minority shareholder to Unico Minerals Limited. The Company has also provided a loan to this company on similar terms which had a balance on the reporting date of c.£1.45 million.
9. Long Term Payables
|
|
|
| Group |
| Group | |
|
|
|
| 30 June 2024 |
| 31 December 2023 | |
| Long term payables |
|
| £ 000's |
| £ 000's | |
| Minority shareholder loan | | | 104 | | 105 | |
| | | | 104 | | 105 | |
| | | | | | |
|
The minority shareholder loan consists of a loan from the 25% minority shareholder of Alvis-Crest (Pty) Ltd. The Company has also provided a loan to Alvis Crest on similar terms which had a balance on the reporting date of c.£964k.
10. Share Capital
The authorised share capital of the Company and the called up and fully paid amounts at 30 June 2024 were as follows:
| A) Authorised |
| £ 000's |
| £ 000's |
| Unlimited ordinary shares of no par value | | - | | - |
| | | | | |
| B) Called up, allotted, issued and fully paid | Number | Nominal | Price per share (pence) | Gross Consideration GBP'000 |
| As at 1 January 2024 | 1,232,318,465 | - | - | - |
| Additions: | | | | |
| 23 Feb 2024 - issued to creditors in lieu of payment | 746,664 | - | 2.33 | 17 |
| 25 Mar 2024 - placing and subscription | 229,777,770 | - | 1.80 | 4,136 |
| 25 Mar 2024 - advisor shares in relation to placing | 5,711,110 | - | 1.80 | 103 |
| 8 Apr 2024 - cancellation of repurchased shares as first announced on 26 Mar 2024 | (22,539,746) | - | 1.80 | (406) |
| As at 30 June 2024 | 1,446,014,263 | - |
| - |
11. Events after the reporting date
There were no post balance sheet events in addition to those disclosed in the 31 December 2023 Annual Report.
12. Other Matters
The condensed consolidated interim financial statements set out above do not constitute the Group's statutory accounts for the period ended 30 June 2024 or for earlier periods but are derived from those accounts where applicable.
A copy of this interim statement is available on the Company's website: www.arcminerals.com.
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