REG - Alba Mineral Resrcs. - Final Results and Notice of AGM
08/05/2024 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240508:nRSH5072Na&default-theme=true
RNS Number : 5072N Alba Mineral Resources PLC 08 May 2024
Alba Mineral Resources plc
("Alba" or the "Company")
Final Results and Notice of AGM
Alba Mineral Resources plc (AIM: ALBA) is pleased to announce its Final
Results for the year ended 30 November 2023.
OVERVIEW
Successful dewatering of primary gold target in Clogau-St Davids Mine
- Permits for dewatering granted, and varied to allow for very high
rainfall.
- Exceptional gold grades from samples taken from newly dewatered
No.4 Level.
- Successful acoustic mitigation measures installed to allow for
uninterrupted works.
Completing airborne surveys over key regional exploration targets
- Three new targets identified within existing mine area.
- Data sets from regional targets over wider licence area expected
soon.
Trenching programme at Waste Tip
- 35 tonnes of fines extracted to date.
- Processing underway at Alba's on-site plant.
Developing our portfolio with complementary assets
- Option acquired over Andover West Lithium Project in Western
Pilbara, WA.
- Significant lithium exploration activity in neighbouring tenements
in recent years.
- Includes high-grade Andover Lithium Discovery immediately to east.
GreenRoc Mining plc making great strides this year
- PEA published for Amitsoq Mine: total gross revenue of US$2.1Bn
over 22-year Life of Mine (LOM), after-tax NPV8 of US$179M and 4-year
capital payback period.
- PFS published for Anode Plant: total gross revenue of US$6.5Bn
over 22-year LOM, total gross profit of US$2.7Bn, after-tax NPV8 of US$545M
and 4-year capital payback period.
Alba also announces that its Annual General Meeting will take place on 31 May
2024 at 9.00 am at its registered office, 6(th) Floor, 60 Gracechurch
Street, London EC3V 0HR.
The Annual Report for the period ended 30 November 2023 and Notice of Annual
General Meeting will shortly be available to download on the Company's
website www.albamineralresources.com
(https://eur03.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.albamineralresources.com%2F&data=05%7C01%7Ccatherine%40stbridespartners.co.uk%7Cd94f9a9dbab848ea1a6908db4d52a4be%7C48b7268319d344289c4b73cf144d89ed%7C1%7C0%7C638188790183563841%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=tHwCZ7ni0Y6ofHo5xiMye0CCFbHHT8Xcum6ursjiEAo%3D&reserved=0)
. Shareholders will receive individual notification and/or copies of relevant
documents according to their communication preferences held on file by the
Company's Registrar.
CHAIRMAN'S STATEMENT
The Board of Alba Mineral Resources plc is pleased to report the results for
the financial year ended 30 November 2023.
References to the "Company" or "Alba" are to Alba Mineral Resources plc and
references to the "Group" are to Alba collectively with its Subsidiary
Companies (as listed in Note 13).
CHAIRMAN'S STATEMENT
Alba's corporate strategy is to unlock latent value from previously drilled or
mined projects and to this end we are advancing multiple projects across the
Dolgellau Gold Belt in Wales, with a particular focus on the Clogau-St David's
Gold Mine ("Clogau" or the "Clogau Project"). Additionally, we hold
significant stakes in two investee companies, including GreenRoc Mining Plc
("GreenRoc"), an AIM-quoted vehicle which is dedicated to the exploration and
development of critical mineral projects in Greenland. After the year end, we
announced that we had purchased an option over 50% over a lithium exploration
project in Western Australia.
1. REVIEW OF ACTIVITIES
1.1 WELSH GOLD PROJECTS
Introduction
The story at Clogau and the wider Dolgellau Gold Belt this past year has been
of our team having to manage a series of obstacles to the implementation of
our work programmes. However, due in no small measure to our ability to
overcome those many challenges that have been thrown at us, as I write I am
more optimistic than ever about the prospects for the Clogau Mine.
The most obvious example of those obstacles came during the course of the
dewatering of our primary in-mine gold target, the Llechfraith Target within
the Lower Llechfraith Workings. Having spent the best part of two years
undertaking a painstaking Habitat Regulations Assessment for the Mine, and
finally obtaining the permits in July 2023 to enable us to commence the
dewatering of those workings, we then encountered freak and sustained rainfall
of historic proportions in north Wales during the summer of 2023 which meant
that our permits had to be effectively re-applied for, to allow for much
higher pumping rates. Nonetheless, we now have those enhanced permits and
are busy getting on with preparations for blasting and bulk sampling.
In this section, I cover the progress made at the Llechfraith Target as well
as over our regional exploration targets and at the historic gold Waste Tip.
Clogau and the Llechfraith Target (100% owned)
During the first half of the reporting period, much of our work was focused on
securing the ecological permits required for us to be able to dewater and then
explore the Llechfraith Target within the Lower Llechfraith Workings at
Clogau, this being our highest priority gold target within the Mine system.
During the second half of the reporting period and in the post reporting
period, we have been getting on with implementing our work programmes.
The Llechfraith Target at Clogau has all the key geological characteristics
for the occurrence of high-grade gold mineralisation, including greenstone
sills, Clogau Shales and structural complexity in the lode itself. This area
was a key focus for the last large-scale development efforts at Clogau, prior
to Alba's time.
In July 2023 we were delighted to report the award to us of the key ecological
permits in relation to our plans to bulk sample the Llechfraith Target. Having
already done much of the preparatory and planning work in advance in terms of
lining up contractors, equipment and materials, we were able to start the
dewatering exercise within a matter of days following permit grant. And once
the workings had been dewatered to a sufficient extent, our contractors were
able to start work on the essential safety and access works which would enable
us to make our way safely into the lower workings.
Dewatering was initially successfully undertaken down to circa six metres
depth, however unseasonal and exceptionally heavy rainfall during last summer,
some three times higher than the average for the time of year, resulted in the
workings reflooding. In September 2023, we were refused our request for a
temporary extension to higher rate abstraction to take account of those
exceptionally heavy rains in July and August. So, while we progressed our
applications for formal variations to our discharge and abstraction permits,
we at the same time commenced emergency abstraction under the statutory right
afforded to us under the Water Resources Act 1991 to protect the integrity of
the safety and access works we had completed on Levels 2 and 3 prior to the
workings reflooding.
The formal permit variations were granted in December 2023, and enabled us to
complete the dewatering of the Mine down to and including No.4 Level.
Once access was obtained to No.4 Level, our team took more than 40 samples
from there and then processed those samples through the Company's Gravity
Processing Plant to produce heavy mineral concentrates. Composites of the
concentrates were then sent to a third-party refining facility and returned
exceptional gold grades:
- From Composite 1: 3.1 grams of gold were recovered from 49.2 kg of
sample (dry weight), equating to a back-calculated head grade of 89.15 g/t or
2.87 troy ounces per tonne (oz/t).
- From Composite sample 2: 3.2 grams of gold were recovered from 34.4
kg of sample (dry weight), equating to a back-calculated head grade of 111.63
g/t or 3.59 oz/t.
- From Composite sample 3: 4.0 grams of gold were recovered from 36.9
kg of sample (dry weight), equating to a back-calculated head grade of 133.73
g/t or 4.30 oz/t.
While the planned bulk sampling within the extension to the Llechfraith
Payshoot below No.4 Level will target "bonanza" type grades of the kind found
in previous periods of mining at Clogau, if the above grades encountered on
No.4 Level are replicated more extensively, this is expected to significantly
strengthen the economic case for reopening the mine for commercial production.
A cabin structure on the Llechfraith Adit level is a key part of the bat
exclusion and noise mitigation measures which were implemented by us to in
order to secure the necessary environmental permits to enable us to proceed
with bulk sampling works at the Lower Llechfraith Workings. Acoustics tests
which we undertook in September 2023 demonstrated that these measures were
sufficiently effective for us to be granted an extension to our permission
(under a European Protected Species Licence) in November 2023 which entitles
the Company to continue its operations to dewater and explore the Lower
Llechfraith workings at Clogau continuously until 31 September 2024.
Dolgellau Gold Exploration Project (100% owned)
In relation to our airborne geophysical surveys over some of the key regional
exploration targets over the Dolgellau Gold Belt, the start date was impacted
by delays in getting the go-ahead from the Civil Aviation Authority and
subsequently by adverse weather conditions across the survey areas. In the
end, we obtained the final permission and completed the surveys in February
2024.
As at the date of writing, we have announced the results of the interpretation
of the geophysical data collected over the Clogau mine area, which has
identified three new gold targets. Two of those are within the envelope of the
existing mine area, which is an advantage as it should be feasible to access
and drill those targets directly from underground. We await the results of
interpretation of the data sets covering the other two regional target areas
covered of Hafod Owen and Castell Carndochan.
Clogau Waste Tip (100% owned)
Meanwhile, over at the historic Waste Tip, where average grades from Alba's
sampling of the fine fraction (<20mm material) have averaged more than 2
g/t, following a review of the plan for future exploitation of the Waste Tip
the Company has decided to carry out a trenching programme prior to submitting
a planning application for the Waste Tip. As at the date of writing, the
trenching programme has collected around 35 tonnes of fines material and we
are now proceeding to process that material for its gold content.
1.2 GREENROC MINING PLC
Introduction
From September 2021, when Alba completed the spin-out and IPO of our Greenland
assets into GreenRoc Mining Plc ("GreenRoc"), until March 2023, Alba held a
54% majority interest in GreenRoc. As such, Alba's consolidated financial
statements include GreenRoc and its subsidiaries to that date.
More recently, fundraisings completed by GreenRoc in order to push forward the
development of the high-grade Amitsoq project in southern Greenland have
resulted in the dilution of Alba's stake in GreenRoc to 38.17 % as at the
reporting date and to 37.49% at today's date. Nonetheless, we remain by some
distance GreenRoc's largest shareholder and remain heavily involved in the
strategic direction and development of the company.
In fact, we did participate in GreenRoc's fundraising during the year,
contributing £115,000 in the company's August 2023 share placing. We have
always made it clear that we would look to support GreenRoc's fundraising
efforts as and when it is feasible to do that. Since its IPO, GreenRoc has
consistently delivered excellent results and made great strides at what is
turning into a world-class graphite project at Amitsoq.
Developments during the reporting period
GreenRoc made significant progress at the Amitsoq Project during the year. The
highlights have included:
- In January 2023, a three times increase was declared in the Mineral
Resource Estimate ("MRE") for the Amitsoq Island Graphite Project, which now
totals 23.05 Mt at a grade of 20.41% C(g) for 4.71 Mt contained graphite.
- In February 2023, the European Raw Materials Alliance declared its
official support for the Amitsoq Project, calling it a deposit of "global
importance".
- In March 2023, GreenRoc was named "Greenland's Prospector and
Developer of the Year" at PDAC Toronto.
- In September 2023, GreenRoc commenced a Feasibility Study on
establishing an active anode material (AAM) processing plant in Northern
Europe, partly funded by a £250k grant from the UK's Automotive
Transformation Fund (ATF).
- In October 2023, GreenRoc published an independent Preliminary
Economic Assessment (PEA) for Amitsoq, which validated the Project's potential
to become a globally significant producer of graphite concentrate. The PEA's
highlights included:
- An after-tax NPV8 of US$179M, an IRR of 26.7% and 22-year a life
of mine (''LOM'');
- Total gross revenue of US$2.1Bn over the LOM, with average net
revenue of US$89.8M per year; and
- A 4-year payback period on capital from the start of production.
Post year end highlights included the following:
- January 2024: GreenRoc published successful electrochemical battery
test results on AAM produced from Amitsoq graphite.
- February 2024: GreenRoc announced that the exploitation licence
process for Amitsoq is expected to accelerate after recent changes in
Greenland mining laws, resulting in the Amitsoq exploitation licence
application being expected to be filed in H1 2024 with a possible grant of
licence by the end of 2024.
- March 2024: GreenRoc participated in the Minerals Security
Partnership (MSP) roundtable at PDAC Toronto, hosted by the South Korean
Government.
- May 2024: GreenRoc announced the compelling results of a Preliminary
Feasibility Study ("PFS") in respect of the establishment of a downstream
processing plant to produce active anode material from graphite concentrate
produced from GreenRoc's planned graphite mine at Amitsoq, South Greenland.
The after-tax NPV8 for the anode plant operation was calculated at US$545M
with an IRR of 25.3%, total gross revenue of US$6.5Bn over a 22-year operating
period, total gross profit totalling US$2.7Bn and a 4-year payback period on
capital from the start of production.
These PFS results firmly place GreenRoc as one of the few realistic contenders
to supply the European electric vehicle battery industry with domestically
produced active anode material, and reinforce the company's plans for a
vertically integrated production model for Amitsoq, from mine to battery anode
material production.
With all of this progress delivered and more to come, at Alba we believe that
Amitsoq is well set to continue its upward trajectory towards development and
production.
1.3 OTHER PROJECTS AND INVESTMENTS
During the period, we surrendered the licence for our Limerick Base Metals
Project. The targets we had identified for exploration drilling at Limerick
could not be progressed as planned due to landowner access issues, and
alternative drill collar locations proved not to be financially viable. As
such, we were obliged to surrender the licence.
In March 2023, the majority licence holder of the Horse Hill Oil Field in
Surrey, England, UKOG Plc, announced the terms of a proposed farmout
arrangement to a third-party group which would fund a seismic survey at Horse
Hill. The farmout is subject to approval by the shareholders of the operator
of the field, Horse Hill Developments Limited ("HHDL"), including Alba. UKOG
announced in December 2023 the extension of those terms to 30 June 2024. As at
the date of this report, the shareholders have not approved the farmout.
After the reporting date, HHDL made a partial repayment of shareholder loans,
Alba receiving £102,000.
In April 2024, we announced that we had acquired an option to purchase a 50%
interest in the Andover West Lithium Project, a highly prospective lithium
exploration project in the West Pilbara, Western Australia (encompassing the
lithium rights in mineral exploration licence E47-3373 and exploration licence
application ELA47-4844). Favourable geology within the Project area is
indicative of its lithium potential. A significant amount of lithium
exploration activity has taken place in neighbouring tenements in recent
years, including the discovery at the Andover Project immediately to the east
of numerous thick, high-grade lithium intersections (e.g. 209.4m @ 1.42%
Li₂O). Western Australia already hosts four of the world's biggest lithium
mines, with combined reserves exceeding 500 Mt.
At the time of writing, we are in the process of carrying out confirmatory due
diligence during our 30-day option period. If we elect to exercise the option
for a 50% interest in the Andover West Project, we will pay GBP 250,000 in
Alba shares at a premium of 25% above the VWAP of Alba ordinary shares in the
15 trading days prior to the exercise of the option plus 1 for 1 attaching 12
month share warrants at an exercise price of 0.2p per share.
2. CORPORATE
2.1 Funding
In July 2023, Alba announced a share placing, raising £750,000 before costs.
A broker option was included as part of the placing, allowing shareholders and
others to apply through their brokers for an allocation in the placing, and
later in July it was announced that an additional £15,150 had been raised via
the broker option.
After the reporting period, in March 2024, Alba announced a share placing,
raising £380,000 in gross proceeds.
2.2 Investments
In March 2023, following the dilution of its shareholding in GreenRoc due to a
share placing by the latter, the Group ceased to consolidate the GreenRoc
companies and instead accounted for its holding in GreenRoc as an "Investment
in Associate".
Under applicable accounting standards, the dilution and resulting change in
GreenRoc's status from subsidiary to associate is a deemed disposal of
GreenRoc by Alba which results in an accounting loss on the parent company
balance sheet, as the investment value is remeasured at the date of disposal.
At Group level, a profit on deemed disposal arises as previously eliminated
fair value uplift from the initial IPO transaction is now partially
recognised. This accounting gain does not have any tax implications for the
Group.
In August 2023 Alba participated in a GreenRoc placing, subscribing for
3,026,316 Placing Shares for a total subscription of £115,000.
Alba's current holding in GreenRoc is 37.49% of the issued share capital of
that company.
2.3 Other
Shortly after the reporting date, Alba announced new grants of options and
warrants to management and directors at the same time as cancelling a number
of warrants and options with similar terms and exercise prices. This exercise
was undertaken to reflect changes in role, align incentives and ensure the
options qualify for tax-approved status where possible.
During the reporting period, the Company announced a change in broker from
OvalX to CMC Capital Markets.
For a detailed financial review, see the Strategic Report which follows this
statement.
3. OUTLOOK
The outlook for our Welsh gold projects is strong, not least as we now find
ourselves within touching distance of possible first gold production from the
bulk sampling of both the Waste Tip and the Llechfraith Target.
With that in mind, in the next period we intend to further our partnership,
marketing and offtake discussions in relation to future gold produced at
Clogau and at the same time to continue our development work to establish a
fully traceable "mine-to-market" supply chain. This will underpin our
ability to command a premium price for our gold production.
The coming six months also promises to be very productive at GreenRoc. The
publication of the much-anticipated PFS for the establishment of an anode
processing plant using Amitsoq graphite as the feedstock promises to add
significant value to a world-class project which already benefits from a
strong economic assessment of the upstream operations.
At the same time as developing our existing assets and supporting our investee
companies, we remain focused on securing one or more additional complementary
assets for Alba which will help drive serious value and growth for
shareholders into the future. Our first foray into a new project was
announced in April 2024, with the option we have taken over the Andover West
Lithium Project in Western Australia. As we are already heavily invested in
the battery materials sector with our major stake in the Amitsoq Graphite
Project, we see exposure to lithium, one of the other critical raw materials
in an Electric Vehicle battery, as highly complementary to our existing
portfolio.
Finally, I would like to take this opportunity to thank the Board and our
management & technical team for their continued hard work and dedication
over the course of the year and to thank our shareholders for their ongoing
support. I look forward to all of us at Alba continuing our work in the year
ahead to deliver on our overriding objective of generating significant value
for our shareholders.
George Frangeskides
Executive Chairman
7 May 2024
EXTRACT FROM THE STRATEGIC REPORT
FINANCIAL REVIEW
The Group made a loss of £196,000 after tax (2022: loss of £2,605,000),
including an accounting gain in relation to the de-consolidation of GreenRoc
of £1,475,000 and a share of loss of GreenRoc as an associate of £661,000
(although unaudited at today's date, management is satisfied that this value
is not expected to change).
Operating losses were £683,000 compared with £2,607,000 in the comparative
period. The reduction in costs is principally due to ceasing to consolidate
GreenRoc Mining plc from 9 March 2023, where a full year of results from
GreenRoc was included in the prior year. The underlying operating losses of
Alba and its remaining subsidiaries are at a similar level year-on-year.
During the period, £508,000 was spent on exploration activities across the
Group. Cash at the period end was £97,000. As noted above, Alba raised
funding of £750,000 via a placing during the reporting period and £380,000
since the reporting date.
Intangible assets decreased by £4.9m from the prior year as at the year end.
GreenRoc's intangible assets were not included in the balance. Instead, the
Group's investment in GreenRoc is shown in a new line, "Investment in
Associate", of £3.5m, representing the Group's investment in GreenRoc at a
remeasured value at the date of deconsolidation, less any further dilution and
a proportionate share of losses since deconsolidation.
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2023
Note 2023 2022
£'000 £'000
Other income 55 -
Administrative expenses 5 (738) (1,623)
Impairment expense - (984)
Operating loss (683) (2,607)
Gain on deemed disposal of subsidiary 3 1,475 -
Loss on dilution of investment in associate 3 (325) -
Share of loss of associate 11 (661) -
Revaluation of financial liability - 2
Finance costs (2) -
Profit/(loss) for the year before tax (196) (2,605)
Taxation 7 - -
Proft/(loss) for the year (196) (2,605)
Attributable to:
Equity holders of the parent (116) (2,039)
Non-controlling interests (80) (566)
(196) (2,605)
Earnings per ordinary share
Basic and diluted (pence) 8 (0.002) (0.031)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2023
2023 2022
£'000 £'000
Profit/(loss) after tax (196) (2,605)
Items that may subsequently be reclassified to profit or loss:
- Foreign exchange movements (1) -
Total comprehensive income (197) (2,605)
Total comprehensive income attributable to:
Equity holders of the parent (117) (2,039)
Non-controlling interests (80) (566)
(197) (2,605)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 NOVEMBER 2023
Note 2023 2022
£'000 £'000
Non-current assets
Property, plant and equipment 9 168 150
Intangible fixed assets 10 3,520 8,450
Investment in associate - GreenRoc Mining plc 11 3,447 -
Investments - Horse Hill Developments Limited 12 2,600 2,600
Total non-current assets 9,735 11,200
Current assets
Trade and other receivables 14 88 129
Cash and cash equivalents 15 97 456
Total current assets 185 585
Current liabilities
Trade and other payables 16 (220) (464)
Total current liabilities (220) (464)
Net current (liabilities)/assets (35) 121
Net assets 9,700 11,321
Capital and reserves
Share capital 18 5,137 5,076
Share premium 11,119 10,461
Warrant reserve 782 1,187
Dilution of ownership reserve - 991
Other reserves - 136
Retained losses (7,506) (8,929)
Foreign currency reserve 168 168
Equity attributable to equity holders of the parent 9,700 9,090
Non-controlling interests 19 - 2,231
Total equity 9,700 11,321
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2023
Share Share Warrant Dilution of Other Retained Foreign currency Attributable to Non-controlling Total
capital premium reserve ownership reserve reserves losses reserve equity holders interests
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 30 November 2021 5,005 9,877 1,425 991 89 (7,421) 168 10,134 2,732 12,866
Loss for the year - - - - - (2,039) - (2,039) (566) (2,605)
Other comprehensive income - - - - - - - - - -
Total comprehensive income for the year - - - - - (2,039) - (2,039) (566) (2,605)
Shares and warrants issued 71 584 176 - - - - 831 - 831
Equity settled share-based payments - - 87 - - - - 87 - 87
Transfer on exercise or expiry of warrants - - (501) - - 501 - - - -
Subsidiary equity settled share-based payments - - - - 47 30 - 77 65 142
Total transactions with owners 71 584 (238) - 47 531 - 995 65 1,060
At 30 November 2022 5,076 10,461 1,187 991 136 (8,929) 168 9,090 2,231 11,321
Loss for the year - - - - - (116) - (116) (80) (196)
Other comprehensive income - - - - - (1) - (1) - (1)
Total comprehensive income for the year - - - - - (117) - (117) (80) (197)
Shares and warrants issued (net of costs) 61 658 - - - - - 719 - 719
Equity settled share-based payments - - 11 11 11
Transfer on exercise or expiry of warrants - - (416) - - 416 - - - -
Subsidiary equity settled share-based payments - - - - 5 - - 5 5 10
Dilution of ownership - - - - (8) - - (8) 330 322
Elimination of non-controlling interest on disposal - - - (991) (133) 1,124 - - (2,486) (2,486)
Total transactions with owners 61 658 (405) (991) (136) 1,540 - 727 (2,151) (1,424)
At 30 November 2023 5,137 11,119 782 - - (7,506) 168 9,700 - 9,700
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2023
Note 2023 2022
£'000 £'000
Cash flows from operating activities
Operating loss (683) (2,607)
Depreciation 9 12 7
Impairment - 984
Share based payment charges 21 228
Foreign exchange revaluation adjustment -
(Decrease)/increase in creditors 16 (105) (208)
Decrease/(increase) in debtors 14 108 49
Net cash used in operating activities (647) (1,547)
Cash flows from investing activities
Payments for exploration expenditure 10 (508) (2,417)
Payments for tangible fixed assets 9 (30) (20)
Investment in associate (115) -
Deemed disposal by dilution - net cash impact (98) -
Net cash used in investing activities (751) (2,437)
Cash flows from financing activities
Proceeds from the issue of shares and exercise of warrants 764 522
Costs of issue (45) (30)
Proceeds from the issue of shares and warrants - GreenRoc 322 -
Finance expense (2) -
Net cash generated from financing activities 1,039 492
Net increase/(decrease) in cash and cash equivalents (359) (3,492)
Cash and cash equivalents at beginning of period 456 3,948
Cash and cash equivalents at end of year 15 97 456
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2023
1. ACCOUNTING POLICIES AND BASIS OF PREPARATION
Alba Mineral Resources plc is a public limited company incorporated and
domiciled in England & Wales, whose shares are publicly traded on the AIM
market of the London Stock Exchange plc. The registered office address is
6(th) Floor 60 Gracechurch Street, London, United Kingdom, EC3V 0HR. The
principal accounting policies applied in the preparation of these financial
statements are set out below. These policies have been applied consistently to
all the years presented.
a. Basis of preparation
The consolidated financial statements of Alba Mineral Resources plc (the
Company) and its subsidiaries (collectively, the Group) have been prepared in
accordance with UK-adopted international accounting standards ("IFRSs") as
they apply to the Group for the year ended 30 November 2023 and with the
Companies Act 2006. Numbers have been rounded to £'000.
The consolidated financial statements have been prepared on the historical
cost basis, save for the revaluation of certain financial assets and
liabilities at fair value.
The preparation of financial statements requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement
in the process of applying the group's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated financial
statements, are disclosed in Note 2.
New or amended Standards and interpretations that became effective during the
year ended 30 November 2023 had no impact on the Group accounts.
New standards, amendments, and interpretations not yet effective
Certain new accounting standards and interpretations have been published that
are not mandatory for 30 November 2023 reporting periods and have not been
early adopted by the Group and Company. These standards include:
· Amendments to IAS 1 Presentation of Financial Statements
(effective 1 Jan 2024) - Classification of Liabilities as Current or
Noncurrent
· Amendments to IFRS 16 Leases (effective 1 Jan 2024) - Lease
liability in a sale and leaseback
· Amendments to IAS 7 and IFRS 7 - Supplier finance (effective 1
Jan 2024)
· Amendments to IAS 21 - Lack of Exchangeability
The Directors do not anticipate that the adoption of these standards or
amendments will have a material impact on the financial statements of the
Company and the Group in the period of initial application or in future
reporting periods. Other amendments, standards and interpretations are in
issue, both endorsed and not yet endorsed, but they are not relevant to the
Group and Company and as such they are not commented on.
b. Going concern
Based on financial projections prepared by the Directors, the Group's current
cash resources are insufficient to enable the Group to meet its recurring
outgoings and projected exploration expenditure for the entirety of the next
twelve months. The Directors have prepared cash flow forecasts to 12 months
from the date of signing of these accounts which take into account planned
exploration spend, costs and external funding. The need for external funding
is a material uncertainty that may cast doubt on the Group's and Company's
ability to continue as a going concern. At this stage as an explorer the
Group does not have a steady income stream and is reliant on external funding
sources such as capital raisings or asset transactions to fund activities. The
nature of these is ad-hoc and as such the Group and Company do not carry a
cash balance sufficient for 12 months of expenditure. However, the Board has
a reasonable expectation that the Group and Company will continue to be able
to meet their commitments for the foreseeable future by raising funds when
required from the equity capital markets and based on the following:
· The Group has a strong track record in sourcing external funding.
· Forecasts contain a level of discretionary spend such that in the
event that cash flow becomes constrained action can be taken to enable the
Group to operate within available funding. The Group demonstrated this during
the Covid-19 pandemic when sourcing capital was uncertain.
· The Group and Company may also consider future joint venture
funding arrangements in order to share the costs of the development of its
exploration assets, or to consider divesting of certain of its assets and
realising cash proceeds in that way in order to support the balance of its
exploration and investment portfolio.
For these reasons the Directors continue to adopt the going concern basis of
accounting in preparing the financial statements.
c. Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and companies controlled by the Company, the Subsidiary Companies,
drawn up to 30 November each year.
Control is recognised where the Company has the power to govern the financial
and operating policies of an investee entity so as to obtain benefits from its
activities. Subsidiaries are fully consolidated from the date on which control
is transferred to the Group. They are deconsolidated from the date that
control ceases. The results of subsidiaries acquired or disposed of during the
year are included in the consolidated income statement from the effective date
of acquisition or up to the effective date of disposal, where appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with those used
by the Group. All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
Non-controlling interests in the net assets of consolidated subsidiaries are
identified separately from the Group's equity therein.
Changes in ownership interests in subsidiaries without change of control
Transactions with non-controlling interests that do not result in loss of
control are accounted for as equity transactions - that is, as transactions
with the owners in their capacity as owners. The difference between fair value
of any consideration paid and the relevant share acquired of the carrying
value of net assets of the subsidiary is recorded in equity. Gains or losses
on disposals to non-controlling interests are also recorded in equity within
the dilution of ownership reserve.
Non-controlling interests consist of the amounts of those interests at the
date of the original business combination and the minority's share of changes
in equity since the date of the combination.
d. Foreign currency
For the purposes of the consolidated financial statements, the results and
financial position of each Group entity are expressed in pounds sterling,
which is the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions
in currencies other than the entity's functional currency (foreign currencies)
are recorded at the rates of exchange prevailing at the dates of the
transactions. At each reporting date, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at the reporting date.
Exchange differences arising are included in profit or loss for the period.
For the purposes of preparing consolidated financial statements, the assets
and liabilities of the Group's foreign operations are translated at exchange
rates prevailing on the reporting date. Income and expense items are
translated at the average exchange rates for the period. Gains and losses from
exchange differences so arising are shown through the Consolidated Statement
of Changes in Equity.
e. Share based payments
Share-based compensation benefits are made on an ad-hoc basis on the
recommendations of the Remuneration Committee or via the Enterprise Management
Incentive Scheme where the employee meets the qualifying conditions. The fair
value of warrants or options granted is recognised as an employee benefits
expense, with a corresponding increase in the warrant reserve. The total
amount to be expensed is determined by reference to the fair value of the
options granted:
o including any market performance conditions (e.g. the entity's share
price)
o excluding the impact of any service and non-market performance vesting
conditions (e.g. profitability, sales growth targets and remaining an employee
of the entity over a specified time period), and
o including the impact of any non-vesting conditions (e.g. the requirement
for employees to save or hold shares for a specific period of time).
The total expense is recognised over the vesting period, which is the period
over which all of the specified vesting conditions are to be satisfied. At the
end of each period, the entity revises its estimates of the number of options
that are expected to vest based on the non-market vesting and service
conditions. It recognises the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to the warrant
reserve.
f. Non-current assets
Intangible assets: Deferred exploration and evaluation costs
Pre-licence costs are expensed in the period in which they are incurred.
Expenditure on licence renewals and new licence applications covering an area
previously under licence are capitalised in accordance with the policy set out
below.
Once the legal right to explore has been acquired, exploration costs and
evaluation costs arising are capitalised on a project-by-project basis,
pending determination of the technical feasibility and commercial viability of
the project. Costs include appropriate technical and administrative expenses.
If a project is successful, the related expenditures will be reclassified as
development and production assets and amortised over the estimated life of the
commercial reserves. Prior to this, no amortisation is recognised in respect
of such costs. When all licences comprising a project are relinquished, a
project abandoned, or is considered to be of no further commercial value to
the Company, the related costs will be written off to administrative expense
within profit or loss. Deferred exploration costs are carried at historical
cost less any impairment losses recognised.
Where the Group has entered into a farm out agreement, the Group does not
record any expenditure made by the farmee on its account. It also does not
recognise any gain or loss on its exploration and evaluation farm-out
arrangements but redesignates any costs previously capitalised in relation to
the whole interest as relating to the partial interest retained. Any cash
consideration received directly from the farmee is credited against costs
previously capitalised in relation to the whole interest with any excess
accounted for as a gain on disposal.
Where the Group enters into a farm in agreement, the Group recognises all
expenditure which it incurs under that agreement, with the expenditure being
either capitalised or expensed in accordance with the policy detailed above.
Property, plant and equipment
Land is shown at cost and is not depreciated as it is not a wasting asset. The
land owned by the Group is an integral part of access to one of the Group's
projects and as such its value is reviewed annually as part of the impairment
review of that project value as a whole.
Plant and equipment is stated at historical cost less accumulated depreciation
and impairment. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost
of each item of property, plant and equipment (excluding land) over their
expected useful lives as follows:
o Plant and vehicles - 10 years
o Computer equipment - 3 years
The residual values, useful lives and depreciation methods are reviewed, and
adjusted if appropriate, at each reporting date. An item of property, plant
and equipment is derecognised upon disposal or when there is no future
economic benefit to the consolidated entity. Gains and losses between the
carrying amount and the disposal proceeds are taken to profit or loss. Any
revaluation surplus reserve relating to the item disposed of is transferred
directly to retained profits.
Investment in subsidiaries: Investment in subsidiaries, comprising equity
instruments and capital contributions, are recognised initially at cost less
any provision for impairment. Subsidiaries are all entities (including
structured entities) over which the Group has control. The Group controls an
entity when the Group is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns
through its power over the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the Group. They are deconsolidated
from the date that control ceases.
Investment in associates: An associate is an entity over which the Group has
significant influence and that is neither a subsidiary nor an interest in a
joint venture. Significant influence is the power to participate in the
financial and operating policy decisions of the investee but is not control or
joint control over those policies. The results and assets and liabilities of
associates are incorporated in these financial statements using the equity
method of accounting, except when the investment is classified as held for
sale, in which case it is accounted for in accordance with IFRS 5.
Under the equity method, an investment in an associate is recognised initially
in the consolidated statement of financial position at cost from the date on
which the investee becomes an associate and adjusted thereafter to recognise
the Group's share of the profit or loss and other comprehensive income of the
associate or joint venture. When the Group's share of losses of an associate
exceeds the Group's interest in that associate, the Group discontinues
recognising its share of further losses. Additional losses are recognised only
to the extent that the Group has incurred legal or constructive obligations or
made payments on behalf of the associate. On acquisition of the investment in
an associate, any excess of the cost of the investment over the Group's share
of the net fair value of the identifiable assets and liabilities of the
investee is recognised as goodwill, which is included within the carrying
amount of the investment.
Adjustments are made to the carrying amount when changes in the proportionate
interest in the associate arise.
If there is objective evidence that the Group's net investment in an associate
is impaired, the requirements of IAS 36 are applied to determine whether it is
necessary to recognise any impairment loss with respect to the Group's
investment.
g. Financial instruments
Financial assets and financial liabilities are recognised in the statement of
financial position when the Group becomes a party to the contractual
provisions of the instrument. The classification is dependent on the business
model adopted for managing the financial assets and the contractual terms of
the cash flows expected to be derived from the assets.
The Group classifies its financial instruments as follows:
Financial assets
Trade and other receivables Amortised cost
Loans to subsidiaries (Company only) Amortised cost
Investments At fair value through profit or loss (FVPL)
Financial liabilities
Trade and other payables Amortised cost
Borrowings Amortised cost
Other borrowings Amortised cost
Trade and other receivables: Trade and other receivables are held for the
collection of contractual cash flows and are classified as being measured at
amortised cost. They are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method less provision
for impairment.
Loans to subsidiaries (Company only): Long-term loans to subsidiaries, other
than capital contributions, are held for the collection of contractual cash
flows and are classified as being measured at amortised cost, net of provision
for impairment. Impairment is initially based on the expected lifetime credit
loss as applied to the portfolio of loans. The loans are interest free and
have no fixed repayment terms. As such the loans are assessed as being credit
impaired on inception and lifetime expected credit losses are recognised with
the amount of provision being recognised in the profit or loss.
A loan will be subject to impairment review if there is an indicator of
impairment, such as the impairment of the value of the deferred exploration
intangible asset within the relevant subsidiary. A loan is fully impaired when
the relevant subsidiary recognises an impairment of its deferred exploration
expenditure, such that the subsidiary is not expected to be able to repay the
loan from its existing assets.
Investments (Company only): Investments in unlisted equity instruments whose
fair value cannot be reliably measured are recognised initially at investment
cost. Any shareholder loans made are included in the investment cost. Where a
value can be reliably measured the investment is subsequently recognised at
fair value through profit and loss. Information about the methods and
assumptions used in determining fair value is provided in Note 12.
Trade and other payables: Trade and other payables are not interest bearing
and are recognised initially at fair value and subsequently measured at
amortised cost.
Borrowings: Initially recognised at fair value net of any transaction costs
directly attributable to the issue of the instrument. Such interest-bearing
liabilities are then subsequently measured at amortised cost using the
effective interest rate method. Interest expense includes initial transaction
costs and any premium payable on redemption, as well as any interest or coupon
payable while the liability is outstanding.
Liability components of convertible loan notes are measured as described
further below.
Other borrowings: recognised initially at fair value and subsequently measured
at amortised cost.
Leases: The Group does not have any leases within the scope of IFRS16.
h. Equity
Share capital represents the nominal value of equity shares, both ordinary and
preference.
Share premium represents the excess over nominal value of the fair value of
consideration received for equity shares, net
of expenses of the share issue.
Warrant reserve represents proceeds from the issue of extant warrants.
Dilution of ownership reserve represents the difference between the fair value
of any consideration paid and the relevant share of the fair value of net
assets acquired in a dilutive transaction where control is retained.
Other reserves represents the proceeds from the issue of warrants by GreenRoc
Mining plc attributable to the equity holders of the group.
Foreign currency reserve holds gains/losses arising on retranslating the net
assets of the Group into pounds sterling.
i. Taxation
The charge for taxation is based on the profit or loss for the year and takes
into account deferred tax. The tax expense for the period comprises current
and deferred tax. Tax is recognised in the income statement, except to the
extent that it relates to items recognised directly in equity. In this case
the tax is also recognised directly in other comprehensive income or directly
in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting period in the
countries where the Company operates and generates taxable income. Management
periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts expected to
be paid to the tax authorities.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit or loss and is accounted for using the liability method.
Deferred tax assets are only recognised to the extent that it is probable that
future taxable profit will be available in the foreseeable future against
which the temporary differences can be utilised.
Deferred income tax is recognised, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. However, the deferred tax is not
accounted for if it arises from initial recognition of an asset or liability
in a transaction other than a business combination that, at the time of the
transaction, affects neither accounting nor taxable profit or loss. Deferred
income tax is determined using tax rates (and laws) that have been enacted, or
substantially enacted, by the end of the reporting period and are expected to
apply when the related deferred income tax asset is realised, or the deferred
income tax liability is settled.
Deferred income tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax
liabilities, and when the deferred income tax assets and liabilities relate to
income taxes levied by the same taxation authority on either the taxable
entity or different taxable entities where there is an intention to settle the
balances on a net basis.
j. Segmental information
An operating segment is a distinguishable component of the Group which is
subject to risks and rewards that are different from those of other segments.
In the Group's current portfolio, the geographical location of exploration
projects provides the basis for grouping into segments.
Operating segments are reported in a manner consistent with internal reporting
provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors of the Company.
2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the financial statements in conformity with generally
accepted accounting practice requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities as well
as the disclosure of contingent assets and liabilities at the reporting date
and the reported amounts of revenues and expenses during the reporting period.
Actual outcomes could differ from those estimates.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. The areas of judgement that
have the most significant effect on the amounts recognised in the financial
statements are as follows:
i) JUDGEMENTS
Capitalisation of exploration and evaluation costs - £3,520,000
The capitalisation of exploration costs relating to the exploration and
evaluation phase requires management to make judgements as to the future
events and circumstances of a project, especially in relation to whether an
economically viable extraction operation can be established. In making such
judgements, the Directors take comfort from the findings from exploration
activities undertaken, the fact the Group intends to continue these activities
and that the Company expects to be able to raise additional funding to enable
it to continue the exploration activities.
Impairment assessment of exploration and evaluation costs - £3,520,000
At each reporting date, management make a judgment as to whether circumstances
have changed following the initial capitalisation and whether there are
indicators of impairment. If there are such indicators, an impairment review
will be performed which could result in the relevant capitalised amount being
written off to the income statement. For further details see Note 10
"Intangible Assets".
This balance includes £3.5m relating to the Clogau Gold Project. Management
do not judge the Exploration and Evaluation costs associated with that project
to be impaired at 30 November 2023. Exploration is underway, and planned and
budgeted throughout the year, and the Company expects a new option agreement
to be granted to it with effect from the expiry of the current option in
February 2025.The Group has no data at this point that suggests that the
asset value is unlikely to be recovered from successful development.
Accounting for the investment in GreenRoc Mining plc
During the year the Group's holding in GreenRoc was diluted to below 50%, with
an expectation of further dilution within the same accounting period. At the
date of this report the shareholding stands at 37.49%. Management judged
that once the shareholding dropped below 50%, consolidation was no longer
appropriate. Agreements had been put in place at the time of the IPO in 2021
to limit the ability of Alba to control GreenRoc, and that in combination with
a reduced shareholding meant that the relationship was that of significant
influence rather than control. The decision was taken to reclassify the
investment in subsidiary as an investment in associate. In line with IAS 28
"Investments in Associates and Joint Ventures" the investment in associate is
held at remeasured cost less a share of profit or loss for the period.
Impairment assessment of the investment in GreenRoc Mining plc - £3,447,000
At the year end management made a judgement that the value of the investment
in GreenRoc Mining plc was not impaired. The Group believes that the
underlying value of the assets of that company, the Amitsoq graphite project
and the Thule ilmenite project, supports the value of the investment. The
investment is intended to be long-term until the projects are developed and
the current pressure on GreenRoc's share price is a reflection of poor
conditions in the sector /market. At the balance sheet date the market value
of the Company's shareholding in GreenRoc was £1,544,000.
Accounting for investment in Horse Hill Developments Limited
The Group and Company's investment in Horse Hill Developments Limited ("HHDL")
is in the form of equity and a shareholder loan. However, the Directors judge
that the loan is in substance part of the equity investment as governed by the
HHDL investment agreement. As such the loan element of the investment is
accounted for at fair value with movements in fair value being taken to profit
or loss (FVTPL).
The Group and Company's shareholding in HHDL is less than 20%. A director of
the Company is also a director of HHDL but does not act in an executive
capacity. At the balance sheet date HHDL had a majority shareholder with a
77.9% shareholding. The Directors judge that the Company does not have
significant influence over HHDL and that it should not be equity accounted for
as an associate.
Company only - Impairment assessment of investment in and loans to
subsidiaries - £1,455,000 and £1,992,000
In preparing the parent company financial statements, the Directors apply
judgement to decide if any, or all of the company's investments in (and where
applicable loans to) Aurum Mineral Resources Limited, Dragonfire Mining
Limited group and GMOW Gwynfynydd Limited are impaired or not.
These companies have no source of funds other than their shareholders and the
ability of the companies to repay their inter-company debt and for the Company
to gain value from its investments in the companies is dependent on the future
success of the companies' exploration activities. In undertaking their review,
the Directors consider the outcome of their impairment assessment of the
relevant licences as detailed above.
The Directors have used the Expected Credit Loss model to make a general
provision against intercompany loans receivable based on historic credit
losses and current data. In applying the expected credit loss model, the
directors have judged that the loans to the subsidiaries were credit impaired
on inception. See Note 13 for further details.
ii) ESTIMATES
Carrying value of investment in Horse Hill Developments Limited - £2,600,000
The Company's investment in Horse Hill Developments Limited is carried at fair
value, as, in the judgement of the Directors, it has been possible to estimate
a reliable fair value for the investment. For further details of the valuation
see Note 12.
The Directors believe that the intrinsic value of the oil field has not been
diminished during the year and this is mirrored by the majority owner
maintaining the asset valuation in their balance sheet from 30 September 2022
to 30 September 2023. As the majority owner has access to more information for
valuation purposes than the Group, management relies on their published
information to support the Group's assumptions.
Remeasurement of retained investment in GreenRoc Mining plc after deemed
disposal - £4,318,000
Upon loss of control, GreenRoc was de-consolidated from Alba group via a
deemed disposal. In accordance with IFRS 10, management remeasured the value
of its retained investment to be taken as the cost of investment on initial
recognition as an investment in associate. The value was calculated as the
applicable percentage of GreenRoc's net assets immediately after
de-consolidation.
3. ACQUISITIONS AND DISPOSALS
Deemed disposal of subsidiary
During the year the Group's holding in GreenRoc was diluted to below 50%, with
an expectation of further dilution within the same accounting period.
Management judged that once the shareholding dropped below 50%, control had
been lost and consolidation was no longer appropriate. This was accounted for
as a deemed disposal.
The 44.67% retained interest in GreenRoc was then accounted for as an
investment in associate at a remeasured value.
See the notes on management judgements above.
In the Company financial statements, the disposal was accounted for as
follows:
£'000
Book value of investment disposed of (5,500)
Retained interest remeasured and transferred to investment in associate 4,318
Loss on deemed disposal (1,182)
In the Group financial statements the fair value uplift arising in GreenRoc on
the IPO was eliminated on consolidation as an intercompany balance. That
elimination does not take place with an investment in associate. As the
remeasured retained interest includes a share of fair value uplift, a gain on
deemed disposal arises.
£'000
Net assets deemed disposed of (intangible assets, cash and net current assets) (5,031)
Non-controlling interest eliminated on disposal 2,486
Investment eliminated on disposal (298)
Retained interest remeasured and recognised as an investment in associate 4,318
Gain on deemed disposal 1,475
Partial disposals of investment in associate by dilution
During the year placings by an investee company led to dilutions of the
Group's holding in that company. These were accounted for as partial deemed
disposals for nil consideration, as they reduced the share of net assets held
by the Group and therefore losses arose. For more information see Note 11
Investment in Associate.
4. ANALYSIS OF SEGMENTAL INFORMATION
The Group currently only has one primary reporting business segment,
exploration and development. The Board of the Company evaluates the business
on a sector basis, the two sectors being mining and oil and gas. The group
exploration assets and investments along with capital expenditures are
presented on this basis below:
2023 2022
£'000 £'000
Total assets
Exploration and development 7,135 8,600
Oil and gas 2,600 2,600
Current assets 185 585
9,920 11,785
Capital expenditure
Exploration and plant 524 2,436
The Group's primary business activities operate in three different
geographical areas (and the Group has an investment in a fourth area) and the
group exploration assets and investments along with capital expenditures are
presented on the basis of geographical segments below:
2023 2022
£'000 £'000
Total assets
Greenland - 5,343
England & Wales* 9,920 6,442
9,920 11,785
* investment in GreenRoc reclassified from Greenland to England & Wales
from de-consolidation
2023 2022
£'000 £'000
Capital expenditure
Greenland 94 2,091
England & Wales 430 345
524 2,436
The administrative expenditure in the income statement primarily relates to
central costs or exploration costs that cannot be capitalised.
5. EXPENSES BY NATURE AND AUDITOR REMUNERATION
Auditor's remuneration:
Alba and subsidiaries GreenRoc 2023 Alba and subsidiaries GreenRoc 2022
(3 months only)
£'000 £'000 £'000 £'000 £'000 £'000
PKF Littlejohn LLP
- Group audit services 45 - 45 39 35 74
- Taxation advice - - - 3 9 12
45 45 42 44 86
Expenses by nature:
Alba and subsidiaries GreenRoc 2023 Alba and subsidiaries GreenRoc 2022
(3 months only)
£'000 £'000 £'000 £'000 £'000 £'000
Staff costs (note 6) 288 88 376 427 534 961
Professional fees and insurances 161 25 186 174 217 391
Consultancy not capitalised 34 - 34 45 9 54
Office, travel, PR, other 97 33 130 120 107 227
Forex - - - (17) - (17)
Depreciation 12 - 12 7 - 7
Administrative expenses 592 146 738 756 867 1,623
2023 2022
£'000 £'000
Other income
Services provided 55 -
55 -
Other income is personnel services billed to GreenRoc Mining plc after it was
no longer part of the Group.
6 DIRECTORS' EMOLUMENTS AND STAFF COSTS
During the period the Group had on average 8.75 (2022: 11.3) employees each
month, being the Directors (who are the key management personnel) plus
finance, geological and local site staff. Where eligible, Directors and other
staff accrue benefits under a money purchase auto-enrolment scheme held in
NEST.
Costs incurred by: 2023 Costs incurred by: 2022
Alba Mineral Resources plc GreenRoc Mining plc (3 months only) Total Group Alba Mineral Resources plc GreenRoc Mining plc Total Group
£'000 £'000 £'000 £'000 £'000 £'000
Directors' fees, salaries and pension (see table below) 181 14 195 185 54 239
Directors' share based payments 7 3 10 56 69 125
Directors' social security costs 15 2 17 16 7 23
Staff costs
Salaries and wages 227 48 275 221 295 516
Share based payment charges 4 7 11 31 72 103
Social security costs 22 13 35 25 27 52
Defined contribution pension scheme 5 1 6 5 10 15
Fees classified as consultancy (29) - (29) (33) - (33)
Costs recharged to projects (144) - (144) (79) - (79)
Staff costs reported in administrative expenses (Note 5) 288 88 376 427 534 961
Average number of employees 7.25 6* 8.75* 7.3 6 11.3
* Average based on three months only.
*Two employees of Alba are also employees of GreenRoc.
Directors' remuneration:
2023 2022
Fees Salaries Pension FV of options vesting Total Fees Salaries Pension FV of options vesting Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
G.F. 36 115 1 7 159 36 115 1 56 208
Fees capitalised (19) - - - (19) (15) - - - (15)
M.C.N 6 18 - - 24 6 18 - - 24
E.H. 6 18 - - 24 6 18 - - 24
188 241
G.F. GreenRoc* - 14 - 3 17 - 54 - 69 123
Total 29 165 1 10 205 33 205 1 125 364
GF: George Frangeskides, MCN: Michael Nott, EH: Elizabeth Henson
Note 24 gives further details of transactions with the Directors. During the
year no warrants or options were granted to the Directors. Charges in the
tables above relate to historic grants vesting.
7 INCOME TAXES
The UK corporation tax rate has been applied throughout the workings below as
substantially all of the losses during the year (and historic losses in
retained earnings) have been incurred by the parent or other companies
resident in the UK for tax purposes. Using a weighted average rate would not
change the effective tax rate.
a) Analysis of charge in the period
2023 2022
£'000 £'000
United Kingdom corporation tax at 19% (2022: 19%) - -
Deferred taxation - -
b) Factors affecting tax charge for the period
The tax assessed on the loss for the year before tax differs from the standard
rate of corporation tax in the UK which is 19% (2022: 19%). The differences
are explained below:
2023 2022
£'000 £'000
Profit/(loss) before tax (196) (2,605)
Profit/(loss) multiplied by standard rate of tax (37) (495)
Effects of:
Expenses not deductible / losses not allowable 197 235
Deferred tax assets not recognised/capital allowances not claimed (160) 260
- -
A deferred tax asset has not been recognised in respect of timing differences
relating to tax losses and accelerated capital allowances, due to uncertainty
that the potential asset will be recovered. The aggregated losses in each of
the Group companies being Alba Mineral Resources plc and its subsidiaries as
listed in Note 13 amounted to £9,105,000 before adjustments required by local
tax rules and excluding losses on intra-group transactions (2022:
£8,501,000).
8 EARNINGS PER SHARE
The calculation of the basic loss per share is calculated by dividing the
consolidated loss attributable to the equity holders of the Company by the
weighted average number of ordinary shares in issue during the year. The
Company by the weighted average number of ordinary shares in issue during the
year. The diluted earnings per share is the same as the basic earnings per
share, as warrants/options are not dilutive due to the loss for the year.
2023 2022
£'000 £'000
Proft/(loss) attributable to group shareholders (116) (2,039)
Weighted average number of ordinary shares for calculating basic loss per 7,256,844,832 6,476,717,573
share
Profit/(loss) per share (pence) (0.002) (0.031)
8. PROPERTY, PLANT AND EQUIPMENT
Group Land Plant, equipment and vehicles Total
£'000 £'000 £'000
Cost
At 1 December 2021 85 57 142
Additions - 20 20
At 30 November 2022 85 77 162
Additions - 30 30
At 30 November 2023 85 107 192
Accumulated Depreciation
At 30 November 2021 and at 1 December 2022 - (5) (5)
Charge for the year - (7) (7)
At 30 November 2022 - (12) (12)
Charge for the year - (12) (12)
At 30 November 2023 - (24) (24)
Net Book Value at 30 November 2023 85 83 168
Net Book Value at 30 November 2022 85 65 150
The land is part of the Clogau gold project. At the year end the land is held
at cost. No depreciation is charged as it is not a wasting asset. Plant is
part of the Clogau gold project.
10. INTANGIBLE FIXED ASSETS
Group Exploration and evaluation
£'000
Cost
As 1 December 2021 6,845
Additions 2,539
At 30 November 2022 9,384
Additions 508
Deemed disposal on de-consolidation (5,637)
At 30 November 2023 4,255
Amortisation and impairment
At 1 December 2021 (735)
Impairment charge 2022 (199)
At 30 November 2022 (934)
Deemed disposal on de-consolidation 199
At 30 November 2023 735
Net book value
At 30 November 2023 3,520
At 30 November 2022 8,450
The Group's intangible fixed assets relate to the Welsh gold projects (Clogau,
Dolgellau Gold and Gwynfynydd).
Management do not judge the Exploration and Evaluation costs related to those
projects to be impaired at 30 November 2023. Exploration is planned and
budgeted for in 2023 and the Group has no data at this point that suggests
that the asset value is unlikely to be recovered from successful development.
During the period Alba's investment in GreenRoc Mining plc was diluted and
reclassified as an investment in associate (see Note 11). The deemed disposal
above is the removal of GreenRoc's intangible assets and any related
impairments from the Group balance sheet.
At the year end the amount of liabilities (being creditors and accruals)
relating to the exploration and evaluation assets was £39,000.
11. INVESTMENT IN ASSOCIATE
Group and Company Investment in associate
£'000
Cost
As 30 November 2021 and 2022 -
Deemed acquisition at remeasured value 4,318
Additions 115
Dilution of investment - deemed partial disposal (325)
Share of loss of associate (661)
At 30 November 2023 3,447
During the year the shareholding in GreenRoc Mining plc diluted to less than
50 per cent. Review of the investment led to reclassification from a
subsidiary to an investment in associate. This was accounted for by a deemed
disposal and acquisition at remeasured cost. For more information on
management's judgement on the matter see Note 2. For details of the deemed
disposal see Note 3.
At 30 November 2023 the (unaudited) consolidated results of GreenRoc Mining
plc showed a loss for the year of £1,693,000 with net assets of £9,027,000,
comprising non-current assets of £9,741,000 and net current assets of
£290,000 offset by a deferred tax liability of £1,004,000.
12. INVESTMENTS
Investment in HHDL
Group and Company £'000
At 30 November 2021 3,385
Revaluation of investment (785)
At 30 November 2022 and 30 November 2023 2,600
The above investment represents an investment in 18.1% (2022: 18.1%*) of the
issued share capital of Horse Hill Developments Limited ("HHDL") and
associated loans to that company accruing interest at variable rates linked to
the Bank of England base rate. Those loans and interest are treated as part of
the overall investment and as such are classified as fair value through the
profit and loss. Any interest due is subsumed within the overall investment
valuation (see Note 22).
HHDL is a private company with no stock quote. There have been no share
transactions in HHDL stock nor transactions in licence interests in the past
several years to provide any basis for valuation.
The majority owner and operator of HHDL, UK Oil & Gas plc (UKOG) recently
announced its results for year ended 30 September 2023 maintaining its
carrying values for the assets relating to the Horse Hill oil field and the
HH1 well, based on net present value calculated utilizing an internally
generated depletion curve that was independently reviewed. Costs were based on
current costs less any anticipated savings. A long-term average Brent oil
price of US$78/bbl was used being the Brent curve until 2031 and then kept
flat at $75/bbl. A discount rate of 2.79% was based on a Capital Asset Pricing
Model analysis being the weighted average costs of capital of Horse Hill
Developments, the holding company of the producing well HH-1. There is
inherent uncertainty in any oil field valuation due to the uncertainty of
future oil price movements.
Management relies on the valuations of the majority owner of the project as
they have access to fuller information and therefore have maintained the
current valuation of the investment in HHDL, in line with UKOG.
This revised valuation is a Level 3 valuation under the IFRS 9 hierarchy, as
was the valuation in the prior year, as defined in Note 22.
The registered office of HHDL is: The Broadgate Tower, 8th Floor, 20 Primrose
Street, London, EC2A 2EW.
*In a prior period the Company elected not to contribute its share of a cash
call. As a result the Company's shareholding could be diluted but the impact
would be minimal, the reduction being less than 0.1% of the total issued share
capital of HHDL.
13. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
Investments Capital Contributions Loans Total
Notes £'000 £'000 £'000 £'000
Company
At 30 November 2021 5,500 1,116 1,195 7,811
Additions - purchase of minority and royalty - 339 - 339
Additions - expenditure - - 370 370
Impairment of intercompany loan - - (15) (15)
At 30 November 2022 5,500 1,455 1,550 8,505
Additions - expenditure - - 440 440
Deemed disposal by dilution 3 (5,500) - - (5,500)
At 30 November 2023 - 1,455 1,990 3,445
The Company recognises a provision for expected credit loss against the loans
due from subsidiaries. These loans are interest-free and have no agreed terms.
For the purposes of IFRS 9 the loans were assumed to be repayable on demand.
However, management has agreed that these loans will not be recalled within 12
months from the balance sheet date so they are classified as long term.
The loans are assessed as being credit impaired on inception as the
subsidiaries have no income other than the receipt of inter-company funding
and as the loans are primarily used to fund the subsidiaries deferred
exploration expenditure. The subsidiaries would only be able to repay the
loans if they can either sell their exploration assets or develop them to the
point at which the assets generate cash flows, both of which would take time
to achieve. Therefore, at inception, it is known that the loans will not be
able to be repaid in accordance with the loan terms (that is, on demand) and
therefore they are assessed as being credit impaired.
Historic and current data has been used to derive a probability of default and
this has been applied across the portfolio of loans.
At 30 November 2023 the Company held the following interests in subsidiary
undertakings, which are included in the consolidated financial statements:
Name of company Country of incorporation Holding at 30 November 2023 Nature of holding Holding at 30 November 2022 Business
Aurum Mineral Resources Ltd Ireland 100% Direct 100% Exploration
Mauritania Ventures Limited England & Wales Dissolved Feb '23 Direct 50% Non-trading
Dragonfire Mining Limited England & Wales 100% Direct 100% Exploration
Gold Mines of Wales Limited Jersey 100% Indirect 100% Holding Co.
GMOW (Holdings) Limited England & Wales 100% Indirect 100% Holding Co.
GMOW (Operations) Limited England & Wales 100% Indirect 100% Exploration
GMOW Gwynfynydd Limited England & Wales 100% Direct 100% Exploration
The address of the registered office of Aurum Mineral Resources Ltd is c/o
Hugh Lennon Associates, Unit 8&10 Church View, Cavan, Ireland.
The address of the registered office of Gold Mines of Wales Limited is 3(rd)
Floor, IFC5, Castle Street, St Helier, Jersey JE2 3BY.
All the other companies have their registered office at 6th Floor, 60
Gracechurch Street, London EC3V 0HR.
Mauritania Ventures Limited has been treated as a subsidiary undertaking
because the Company exercises dominant influence over the investment by virtue
of having the casting vote at Board meetings. The Company was dissolved on 14
February 2023.
During the period the holding in GreenRoc Mining plc was diluted leading to
de-consolidation such that it is no longer a subsidiary of the Group and has
been accounted for as an investment in associate.
After the reporting date, GreenRoc Mining plc issued further share capital.
Alba's interest in GreenRoc was diluted to 37.49% at 1 December 2023.
14. TRADE AND OTHER RECEIVABLES
Group Group Company Company
2023 2022 2023 2022
Current £'000 £'000 £'000 £'000
Other debtors 68 109 47 92
Prepayments and accrued income 20 20 18 19
88 129 65 111
The fair value of trade and other receivables approximates to their book
value.
15. CASH AND CASH EQUIVALENTS
Group Group Company Company
2023 2022 2023 2022
£'000 £'000 £'000 £'000
Cash at bank and in hand 97 456 84 322
The fair value of cash at bank is the same as its carrying value.
16. TRADE AND OTHER PAYABLES
Group Group Company Company
2023 2022 2023 2022
Current £'000 £'000 £'000 £'000
Trade creditors 94 222 93 81
Other creditors 13 15 13 15
Accruals and deferred income 113 227 71 69
220 464 177 165
The fair value of trade and other payables approximates to their book value.
17. FINANCIAL LIABILITIES
The Company has no financial liabilities.
Group Other borrowings Derivative financial instrument Total
Financial Liabilities £'000 £'000 £'000
At 30 November 2021 7 214 221
Released as part of 10% minority purchase (7) (214) (221)
At 30 November 2022 and at 30 November 2023 - - -
The derivative financial instrument related to the recognition of a liability in respect of the put and call option over the remaining 10% shareholding in the Clogau gold project.
18. CALLED UP SHARE CAPITAL
2023 2023 2022 2022
Number Number
of shares £'000 of shares £'000
Issued, allotted and fully paid
Ordinary shares of 0.01 pence 7,733,688,996 773 7,121,568,996 712
Deferred shares of 0.9 pence 93,070,100 838 93,070,100 838
B deferred shares of 0.09 pence 3,918,351,946 3,526 3,918,351,946 3,526
Total 11,742,111,042 5,137 11,132,991,042 5,076
The Company's Articles do not specify authorised share capital. All issued
ordinary shares carry equal rights. The deferred shares do not carry any
rights to vote or dividend rights. In addition, holders of deferred shares
will only be entitled to a payment on a return of capital or on a winding up
of the Company after each of the holders of the ordinary shares have received
a payment of £1,000,000 on each such share.
During the year the Company issued ordinary shares as follows:
Ordinary shares Ordinary shares Deferred shares Share premium Total
0.01 pence £'000 £'000 £'000 £'000
At 30 November 2022 7,121,568,996 712 4,364 10,461 15,537
July placing and broker option, 612,120,000 61 - 658 719
net of fees
At 30 November 2023 7,733,688,996 773 4,364 11,119 16,256
Warrants Warrants reserve
£'000
At 30 November 2022 879,930,830 1,187
Warrants vesting (counted in brought forward balance) - 11
Warrants expired/waived (170,000,000) (416)
At 30 November 2023 709,930,830 782
Of the warrants outstanding at 30 November 2023, all are vested and able to be
exercised. The weighted average exercise price of these vested warrants is
0.25 pence. No warrants were exercised in the year.
As at 30 November 2023 Alba had 709,930,830 warrants and options outstanding:
No. of warrants Exercise price (pence) Final exercise date Vested
60,000,000(1) 0.4 pence 13 January 2027 Awarded under the EMI scheme. Vested.
60,000,000(2) 0.42 pence 2 May 2028 Awarded under the EMI scheme. Vested.
50,000,000(3) 0.16 pence 31 December 2023 Vested.
200,000,000(3) 0.16 pence 28 August 2030 Awarded under the EMI scheme. Vested.
8,000,000(4) 0.5 pence 7 December 2023 Vested.
81,930,830 0.4 pence 31 August 2024 Vested.
250,000,000 0.2 pence 16 November 2024 Vested.
709,930,830 At 30 November 2023
As at 30 November 2022 Alba had 879,930,830 warrants and options outstanding:
No. of warrants Exercise price (pence) Final exercise date Vested
60,000,000(1) 0.4 pence 13 January 2027 Awarded under the EMI scheme. Vested.
60,000,000(2) 0.42 pence 2 May 2028 Awarded under the EMI scheme. Vested.
50,000,000(3) 0.16 pence 31 December 2023 Partially vested.
200,000,000(3) 0.16 pence 28 August 2030 Awarded under the EMI scheme.
Partially vested.
160,000,000 0.75 pence 23 November 2022 Vested.
10,000,000 0.375 pence 1 December 2022 Vested.
8,000,000(4) 0.5 pence 7 December 2023 Vested.
81,930,830 0.4 pence 31 August 2024 Vested.
250,000,000 0.2 pence 16 November 2024 Vested.
879,930,830 At 30 November 2022
(1,2,3,4) These warrants fall within the scope of IFRS 2 "Share-based
Payments" and were issued in 2017, 2018, 2020 respectively.
No warrants were granted in the year. After the reporting date on 11 December
2023, it was announced that a number of the extant options/warrants were to be
cancelled and new options/warrants issued in their place.
19. NON-CONTROLING INTERESTS
Mauritania Ventures Ltd GreenRoc Mining plc Total NCIs
£'000
At 30 November 2021 (9) 2,741 2,732
Share of loss for the year - (566) (566)
Share of movement on other reserves - 65 65
At 30 November 2022 (9) 2,240 2,231
Write back on dissolution 9 - 9
Share of losses to de-consolidation - (80) (80)
Share of reserve movements to de-consolidation 335 335
Deemed disposal of subsidiary - (2,495) (2,495)
At 30 November 2023 - - -
During the year the Group de-consolidated GreenRoc in a deemed disposal due to
dilution. Thereafter the Group's investment in GreenRoc was recognised as an
investment in associate. For further details see Note 3 and Note 11.
At prior year end the Group recognised the non-controlling interest in
GreenRoc at the non-controlling interest's proportionate share of the entity's
net identifiable assets as included in the Group balance sheet. These differed
from the assets presented in the standalone GreenRoc Mining plc Report and
Accounts due to consolidation entries, including elimination of fair valuation
uplift generated in the IPO in 2021, judged by management to be intragroup
profit.
The Report and Accounts of GreenRoc Mining plc can be found on its website
www.greenrocmining.com.
20. LEASES
The Company has no lease or rental commitments within scope of IFRS 16.
Expenditure on short-term leases during the year was £25,000 (2022:
£19,000).
21. CAPITAL COMMITMENTS
At year end the Group had no capital commitments.
22. CONTINGENT LIABILITIES
A 1% net smelter royalty agreement remains in place with the previous owner of
the Clogau gold project. The Group has no obligations under this agreement
until such time as gold is produced and sold.
23. FINANCIAL INSTRUMENTS
The Group's financial instruments comprise investments, cash at bank and
various items such as debtors, loans and creditors. The Group has not entered
into derivative transactions nor does it trade financial instruments as a
matter of policy.
Credit risk
The Group's credit risk arises primarily from cash at bank, debtors and the
risk the counterparty fails to discharge its obligations. As at 30 November
2023, debtors included £25,000 that was past due but not impaired (2022:
£25,000). Given the low number and value of debtors, management considers
recoverability of any overdue amount individually on an annual basis.
The Company's credit risk primarily arises from intercompany debtors and this
is reviewed annually in the course of reviewing the Expected Credit Loss
provision required under IFRS 9. See Note 13 for more details.
Funding risk
Funding risk is the possibility that the Group might not have access to
the financing it needs. The Group's continued future operations depend on the
ability to raise sufficient working capital through the issue of equity share
capital. The Directors are confident that adequate funding will be forthcoming
with which to finance operations. The Board has a strong track record of
raising funds as required. Controls over expenditure are carefully managed and
activities planned to ensure that the Group has sufficient funding.
Liquidity risk
Liquidity risk arises from the management of cash funds and working capital.
The risk is that the Group will fail to meet its financial obligations as they
fall due. The Group operates within the constraints of available funds and
cash flow projections are produced and regularly reviewed by management.
At 30 November 2022 the management considers that the liquidity risk is not
material as sufficient cash is held to meet financial liabilities to be
settled in cash.
Future liquidity risk is addressed in Note 1 under the heading "Going
Concern".
Interest rate risk profile of financial assets
Excluding the investment in HHDL, the only financial assets (other than short
term debtors) are cash at bank and in hand, which comprises money at call. The
interest earned in the year was nil. The Directors believe the fair value of
the financial instruments is not materially different to the book value.
The investment in HHDL includes a loan element. Under an investment agreement
those loans attract interest. Loans plus interest become payable once HHDL has
surplus cash. As the Group / Company treats the loan as held at fair value
through profit and loss, any interest credit is subsumed within the fair value
movement.
Foreign currency risk
The Group has an Irish subsidiary, which can affect the Group's sterling
denominated reported results as a consequence of movements in the
sterling/euro exchange rates. The Group also incurs costs denominated in
foreign currencies (primarily
Danish Krone) which gives rise to short term exchange risk. The Group does not
currently hedge against these exposures as they are deemed immaterial and
there is no material exposure as at the year-end. No sensitivity analysis has
been performed.
Market risk
Following the acquisition of the investment in Horse Hill Developments Limited
("HHDL"), the Group is exposed to market risk in that the value of the
investment would be expected to vary depending on the price of oil and the
future cash calls will, to an extent, depend on the revenue generated from oil
produced from well testing activities. For a review of the progress of the
Horse Hill project, please see the Chairman's Statement.
During the year under review the price of Brent crude oil was stable at an
average of $83, with a low spike of $72. However, a sustained downturn in the
price of oil would have a materially adverse effect on the revenues generated
from the Horse Hill Oil Field. A material reduction in the market value of
HHDL shares can be expected to result in a proportionate reduction in the
carrying value of the Group's investment in HHDL.
Categories of financial instrument
Group Group Company Company
2023 2022 2023 2022
£'000 £'000 £'000 £'000
Financial assets
Investments at fair value through profit or loss:
Investment in HHDL (Note 12) 2,600 2,600 2,600 2,600
Held at amortised cost:
Trade and other receivables 68 109 47 92
Cash and cash equivalents 97 456 84 322
Intercompany receivables net of expected credit losses - - 1,992 1,550
2,765 3,165 4,723 4,564
Financial liabilities
Held at amortised cost:
Trade and other payables 107 237 106 96
Other financial liabilities - - - -
107 237 106 96
Valuation of financial instruments
Under IFRS 9 the valuation of financial instruments is categorised based on
the inputs used to generate the valuation as follows:
Level 1: The fair value of financial instruments traded in active markets
(such as publicly traded derivatives, and equity securities) is based on
quoted market prices at the end of the reporting period. The quoted market
price used for financial assets held by the group is the current bid price.
These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an
active market (for example, over-the-counter derivatives) is determined using
valuation techniques which maximise the use of observable market data and rely
as little as
possible on entity-specific estimates. If all significant inputs required to
fair value an instrument are observable, the instrument is included in level
2.
Level 3: If one or more of the significant inputs is not based on observable
market data, the instrument is included in level 3. This is the case for
unlisted equity securities.
The Group's financial instruments by valuation method:
Level 3 Total
£'000 £'000
Financial assets held at FVTPL
Investment - FV at 30 November 2022 2,600 2,600
Impairment expense in 2023 - -
Investment - FV at 30 November 2023 2,600 2,600
Financial liabilities held at FVTPL - -
For more information on the valuation bases see the relevant Notes referred to
above.
Included in the value for HHDL are loans of £2,126,000 plus accrued interest.
These were designated as fair value through the profit and loss on recognition
as they form part of the Company's investment in Horse Hill Developments
Limited. The maximum exposure to credit risk of this financial asset at the
end of the reporting period is the carrying amounts of the loans. The loans
are not valued separately from the investment. No change in fair value to date
has been attributable to a change in credit risk.
24. CAPITAL MANAGEMENT
The Group's objective when managing capital is to safeguard the entity's
ability to continue as a going concern and develop its mining and exploration
activities to provide returns for shareholders. The Group's funding comprises
equity and debt. The Directors consider the Company's capital and reserves to
be capital. When considering the future capital requirements of the Group and
the potential to fund specific project development via debt, the Directors
consider the risk characteristics of all the underlying assets in assessing
the optimal capital structure.
25. RELATED PARTY TRANSACTIONS
All related party transactions have been conducted at arm's length.
Fees charged by Directors are detailed below and also shown in Note 6.
"Directors' emoluments and staff costs".
Company
Transactions between the Company and its subsidiaries, which are related
parties of the Company, have been eliminated on consolidation. The loan
balances and transactions in the year with the subsidiaries are disclosed in
Note 13. Details of transactions between the Company and other related parties
are disclosed below.
Group
During the year a subsidiary, GreenRoc Mining plc, was deconsolidated due to
loss of control. After deconsolidation it was accounted for as an associate.
Transactions with GreenRoc from this point were as follows:
Alba charged GreenRoc £75,000 for services from its personnel on an arm's
length basis as per the Relationship agreement signed on IPO in September 2021
plus certain costs or a share of certain costs incurred on their behalf.
For his role of Chairman, GreenRoc paid George Frangeskides (Executive
Chairman of Alba) a salary of £54,000 for the year. £13,500 of that is
included within these accounts as it was paid prior to deconsolidation.
Stirling Corporate Limited and Berwick Capital Limited, companies which George
Frangeskides, a director of the Company, controls, were paid combined £2,000
during the year for recharges accrued in 2022 for historic costs incurred in
the course of work performed on behalf of the Group. There are no amounts
accrued at year end.
Aetos Consulting Limited, a company which George Frangeskides, a director of
the Company, jointly controls, charged the Group fees for consultancy services
of £36,000 (2022: £36,000). Of these fees, £19,200 represents work carried
out specifically on the advancement of the Group's project portfolio and has
therefore been capitalised.
As at the year-end £59,000 (2022: £53,000) was owed to Aetos Consulting
Limited and £36,000 (as noted above) was accrued for invoices expected. There
are no terms and conditions associated with the outstanding balance.
Woodridge Associates, a trading name of Michael Nott, a director of the
Company, charged the Group fees of £6,000 for consultancy services during the
year including £1,500 accrued at 30 November 2022.
Ixia Advisers, a company controlled by Elizabeth Henson, a director of the
Company, charged the Group fees of £6,000 for consultancy services during the
year.
26. EVENTS AFTER THE REPORTING PERIOD
Corporate
On 11 December 2023 the Company announced a review of director and management
share options, resulting in various options and warrants being cancelled and
new options and warrants being granted.
On 27 March 2024 Alba announced that it had raised £380,000 before costs in a
placing.
On 24 April 2024 Alba announced that it had acquired an option over the
Andover West Lithium Project in Western Australia.
Clogau Gold Project
Since 30 November 2023 there have been various announcements regarding the
Clogau Gold Project, with the key matters summarised below:
In December 2023 the Group announced that variations to water abstraction and
discharge licences had been granted.
In January 2024 the Group announced dewatering to Level 4 of the Clogau-St
Davids mine plus necessary safety and access works.
In March 2024 the Group announced results from the initial sampling of Level
4, including gold produced by smelt, and plans to bulk sample in two
locations.
In April 2024 the Group released the first part of the results from the
aeromagnetic surveys carried out across the three licences in Wales.
GreenRoc Mining plc
In the period from December 2023 to date, GreenRoc announced:
- successful results from electrochemical battery test work;
- the grant of an extension to the Amitsoq licence area;
- the surrender of the Melville Bay licence; and
- a highly positive PFS for the proposed Amitsoq graphite anode
plant, with an after-tax NPV8 of US$545M.
Horse Hill Oil Project
In December 2023 an extension to the time allowed for the proposed farm-in was
announced.
27. ULTIMATE CONTROLLING PARTY
The Directors consider there is no ultimate controlling party.
**ENDS**
For further information, please visit www.albamineralresources.com
(http://www.albamineralresources.com/) or contact:
Alba Mineral Resources plc +44 20 3950 0725
George Frangeskides, Executive Chairman
SPARK Advisory Partners Limited (Nomad) +44 20 3368 3555
Andrew Emmott
CMC Markets plc (Broker) +44 20 3003 8632
Thomas Smith / Douglas Crippen
Alba's Projects & Investments
Mining Projects Operated by Alba Location Ownership
Clogau (gold) Wales 100%
Dolgellau Gold Exploration (gold) Wales 100%
Gwynfynydd (gold) Wales 100%
Investments Held by Alba Location Ownership
GreenRoc Mining Plc (mining) Greenland 37.49%
Horse Hill (oil) England 11.765%
Option to Purchase Held by Alba Location Optioned Percentage
Andover West Lithium Project Australia 50%
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR UBUKRSOUVRARRecent news on Alba Mineral Resources
See all newsREG - Alba Mineral Resrcs. - AGM, GROC Subscription and Director Dealings
AnnouncementREG - Alba Mineral Resrcs. - Clogau Gold Mine Operation & Lithium Option Update
AnnouncementREG - Alba Mineral Resrcs. - GreenRoc Update - Share Placing
AnnouncementREG - Alba Mineral Resrcs. - High-Grade Gold Produced from Clogau Waste Tip
AnnouncementREG - Alba Mineral Resrcs. - Final Results and Notice of AGM
Announcement