TIDMARCM
RNS Number : 0771O
Arc Minerals Limited
29 September 2023
29 September 2023
Arc Minerals Ltd
('Arc Minerals' or the 'Company')
Interim Results
Arc Minerals announces its unaudited financial results for the
six months ended 30 June 2023 (the "Interim Results") which is
available to view at the following link:
http://www.rns-pdf.londonstockexchange.com/rns/0771O_1-2023-9-28.pdf
and will be made available on the Company's website at
http://www.arcminerals.com/investors/document-library/default.aspx.
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
Forward-looking Statements
This news release contains forward-looking statements that are
based on the Company's current expectations and estimates.
Forward-looking statements are frequently characterised by words
such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", "suggest", "indicate" and other similar
words or statements that certain events or conditions "may" or
"will" occur. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that could cause
actual events or results to differ materially from estimated or
anticipated events or results implied or expressed in such
forward-looking statements. Such factors include, among others: the
actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans
continue to be refined; possible variations in ore grade or
recovery rates; accidents, labour disputes and other risks of the
mining industry; delays in obtaining governmental approvals or
financing; and fluctuations in metal prices. There may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. Any forward-looking statement
speaks only as of the date on which it is made and, except as may
be required by applicable securities laws, the Company disclaims
any intent or obligation to update any forward-looking statement,
whether as a result of new information, future events or results or
otherwise. Forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on
such statements due to the inherent uncertainty therein.
Shareholder consent to receive information electronically
At the Annual General Meeting of the Company held in September
2012, Shareholders approved electronic communication and
dissemination of information via the Company's official website,
including but not limited to Notices of General Meetings, Forms of
Proxy and Annual Reports and Accounts. Shareholders are reminded
that their right to request information in print remains unaffected
and that they can do so by contacting the Company giving no less
than 14 days' notice.
**S**
Contacts
Arc Minerals Ltd
Nicholas von Schirnding (Executive
Chairman) +44 (0) 20 7917 2942
SP Angel (Nominated Adviser & Joint
Broker)
Ewan Leggat / Adam Cowl +44 (0) 20 3470 0470
WH Ireland Limited (Joint Broker)
Harry Ansell / Katy Mitchell +44 (0) 20 7220 1666
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the period ended 30 June 2023
Six Months Six Months
to to
30 June 30 June
2023 2022
(Unaudited) (Unaudited)
Notes GBP 000's GBP 000's
Administrative expenses (2,201) (808)
Operating Income / (Loss) (2,201) (808)
Zamsort/Handa Restructuring 9 - (6,815)
Gains and losses on the disposal
of Casa 7 - (840)
Non-operating Income / (Loss) (2,201) (7,655)
Income / (Loss) before tax (2,201) (8,463)
Income tax expense - -
---------------------------------- ------ ------------ ------------
Income / (Loss) for the period 3 (2,201) (8,463)
----------------------------------- ------ ------------ ------------
Other comprehensive income
/ (loss)
Items that may be reclassified
subsequently to profit or
loss:
Unrealised gains (49) 32
Effect of currency translation 53 (487)
----------------------------------- ------ ------------ ------------
Other comprehensive income
/ (loss) for the period, net
of tax 4 (455)
----------------------------------- ------ ------------ ------------
Total comprehensive income
/ (loss) for the period (2,197) (8,918)
----------------------------------- ------ ------------ ------------
Income / (Loss) attributable
to:
Equity holders of the parent (2,196) (6,573)
Non-controlling interest (5) (1,890)
----------------------------------- ------ ------------ ------------
(2,201) (8,463)
Total comprehensive income
/ (loss) attributable to:
Equity holders of the parent (2,206) (6,830)
Non-controlling interest (9) (2,088)
----------------------------------- ------ ------------ ------------
(2,197) (8,918)
Loss per share attributable
to the owners of the parent
during the period
(expressed in pence per share)
- Basic 3 (0.18) (0.69)
The notes are an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2023
As at As at
30 June 31 December
2023 2022
(Unaudited) (Audited)
Notes GBP 000's GBP 000's
ASSETS
Non-current assets
Intangible assets 4 5,169 5,233
Fixed assets 5 7 12
Total non-current assets 5,176 5,245
Current assets
Trade and other receivables 6 1,109 1,096
Short term investments 8 231 1,738
Cash and cash equivalents 60 616
Total current assets 1,400 3,450
TOTAL ASSETS 6,576 8,695
-------------------------------- ------ ------------ -------------
LIABILITIES
Current liabilities
Trade and other payables 10 (2,933) (2,733)
Total current liabilities (2,933) (2,733)
Non-current liabilities
Long term payables 11 (106) (117)
Total non-current liabilities (106) (117)
TOTAL LIABILITIES (3,039) (2,850)
-------------------------------- ------ ------------ -------------
NET ASSETS 3,537 5,845
================================ ====== ============ =============
EQUITY
Share capital 12 - -
Share premium 64,300 64,272
Share based payments reserve 283 283
Warrant reserve 84 84
Foreign exchange reserve 866 1,045
Retained earnings (61,362) (59,196)
-------------------------------- ------ ------------ -------------
Equity attributable to equity
holders of the parent 4,171 6,488
Non-controlling interest (634) (643)
TOTAL EQUITY 3,537 5,845
================================ ====== ============ =============
The notes are an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
for the period ended 30 June 2023
As at As at
30 June 30 June
2023 2022
(Unaudited) (Unaudited)
Notes GBP 000's GBP 000's
Cash flows from operating
activities
Loss before tax (2,201) (8,463)
Depreciation 5 3
Currency losses / (gains) 39 (285)
Fair value losses / (gains) 8 1,469 2,044
Zamsort/Handa restructuring 9 - 6,815
Operating loss before changes
in working capital (688) 114
(Increase)/ Decrease in trade
and other receivables (13) (1,018)
Decrease in trade and other
payables 194 (331)
Net cash used in operating
activities (507) (1,235)
---------------------------------- ------ ------------ ------------
Cash flows used in investing
activities
Additions to intangible assets (88) (139)
Net cash used in investing
activities (88) (139)
---------------------------------- ------ ------------ ------------
Cash flows from financing
activities
Proceeds from issue of ordinary
shares net of share issue
cost 28 2,191
Long term payables 11 (204)
Net cash used in financing
activities 39 1,987
---------------------------------- ------ ------------ ------------
Net increase/(decrease) in
cash and cash equivalents (556) 613
Cash and cash equivalents
at beginning of period 616 1,735
Cash and cash equivalents
at end of period 60 2,348
---------------------------------- ------ ------------ ------------
The notes are an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the period ended 30 June 2023
Share Share Foreign Share Warrant Retained Total Non-controlling Total
capital premium exchange based Reserve earnings interest equity
reserve payment
reserve
GBP GBP GBP GBP GBP GBP GBP GBP GBP
000's 000's 000's 000's 000's 000's 000's 000's 000's
As at 1 January 2022 - 62,019 (1,885) 273 84 (53,385) 7,106 1,076 8,182
========== ======== ========= ======== ======== ========= ======== ================ ========
Loss for the period - - - - - (6,573) (6,573) (1,890) (8,463)
Items that may be
reclassified
subsequently to
profit
or loss:
Currency translation
differences - - (257) - - - (257) (198) (455)
Total comprehensive
loss for the period - - (257) - - (6,573) (6,830) (2,088) (8,918)
Warrants exercised - 2,191 - - - - 2,191 - 2,191
Effect of foreign
exchange
on the opening
balance - - 4,768 - - - 4,768 - 4,768
Increase/(Decrease)
of
NCI - - - - - - - (1,210) (1,210)
Total transactions
with
owners, recognised
directly
in equity - 2,191 4,768 - - - 6,959 (1,210)) 5,749
---------- -------- --------- -------- -------- --------- -------- ---------------- --------
As at 30 June
2022(i) - 64,210 2,626 273 84 (59,958) 7,235 (2,222) 5,013
========== ======== ========= ======== ======== ========= ======== ================ ========
As at 1 January 2023 - 64,272 1,045 283 84 (59,196) 6,488 (643) 5,845
========== ======== ========= ======== ======== ========= ======== ================ ========
Loss for the period - - - - - (2,196) (2,196) (5) (2,201)
Items that may be
reclassified
subsequently to
profit
or loss:
Currency translation
differences - - (10) - - - (10) 14 4
Total comprehensive
loss for the period - - (10) - - (2,196) (2,206) 9 (2,197)
Share capital issued
net of share issue
costs - 28 - - - - 28 - 28
Effect of foreign
exchange
on the opening
balance - - (169) - - 30 (139) - (139)
Total transactions
with
owners, recognised
directly
in equity - 28 (169) - - 30 (111) - (111)
---------- -------- --------- -------- -------- --------- -------- ---------------- --------
(61
As at 30 June 2023 - 64,300 866 283 84 362) 4,171 (634) 3,537
========== ======== ========= ======== ======== ========= ======== ================ ========
(i) The presentation of comparative amounts for the period 1
January to 30 June 2022 has been amended to correctly present the
allocation of losses (the loss for the period and other
comprehensive loss) between equity holders of the parent and
non-controlling interest.
The notes are an integral part of these consolidated financial
statements.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
For the period ended 30 June 2023
1. Basis of preparation
The condensed consolidated interim financial statements have
been prepared under the historical cost convention and on a going
concern basis and in accordance with International Financial
Reporting Standards and IFRIC interpretations adopted for use in
the European Union ("IFRS") and those parts of the BVI Business
Companies Act applicable to companies reporting under IFRS.
The condensed consolidated interim financial statements
contained in this document do not constitute statutory accounts. In
the opinion of the directors, the condensed consolidated interim
financial statements for this period fairly presents the financial
position, result of operations and cash flows for this period.
The Board of Directors approved this Interim Financial Report on
28 September 2023.
Statement of compliance
The condensed consolidated interim financial statements have
been prepared in accordance with the requirements of the AIM Rules
for Companies. As permitted, the Company has chosen not to adopt
IAS 34 "Interim Financial Statements" in preparing these interim
condensed consolidated interim financial statements. The condensed
interim financial statements should be read in conjunction with the
annual financial statements for the year ended 31 December 2022,
which have been prepared in accordance with IFRS as adopted by the
European Union.
Accounting policies
The condensed consolidated interim financial statements for the
period ended 30 June 2023 have not been audited or reviewed in
accordance with the International Standard on Review Engagements
2410 issued by the Auditing Practices Board. The figures were
prepared using applicable accounting policies and practices
consistent with those adopted in the statutory annual financial
statements for the year ended 31 December 2022.
Going concern
The Directors have reviewed a forecast prepared by the executive
and have a reasonable expectation that the Group has sufficient
funds to continue in operation and satisfy liabilities for the
foreseeable future.
The Directors are also required to assess the Group's ability to
continue as a going concern ("Going Concern Assessment") in the
event that the joint venture with a subsidiary of Anglo American as
announced on 20 April 2023 (the "Anglo JV") is delayed or fails to
close or if the Group cannot liquidate its receivables and/or
investments. It must be made clear that consideration of these
factors by the Directors for purposes of the Going Concern
Assessment, does not in any way reflect the Directors' views on the
commercial viability, nor probability of closing, the Anglo JV. The
Directors' Going Concern Assessment similarly does not reflect the
Directors' views in respect of liquidating the Group's receivables
and/or investments nor in terms of the potential realisable values.
When excluding the Anglo JV and non-cash receivables and
investments from their Going Concern Assessment, the Directors note
that that the Group's ability to remain a going concern for at
least 12 months from the approval of these interim financial
statements is dependent on the Group's ability to raise further
equity and/or debt finance. Whilst the Directors acknowledge that
this carries a high degree of uncertainty, in part due to current
market volatility, they have a reasonable expectation that the
Group will continue to be able to raise finance as required over
this period.
During the c.6 years ended 31 December 2022, Arc raised in
excess of GBP17.5 million from the sale of equity and exercise of
warrants of which c.GBP2 million was raised in 2022 from the
issuance of new ordinary shares in the Company. These ongoing
equity sales are indicative of consistent strong investor support.
The Directors therefore consider it appropriate, despite the loss
incurred during the period, for the Company to continue to adopt
the going concern basis in preparing these interim financial
statements.
Fair value measurement
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to
sell the asset or transfer the liability takes place either in the
principal market for the asset or liability, or in the absence of a
principal market, in the most advantageous market for the asset or
liability.
The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their
economic best interest. A fair value measurement of a non-financial
asset takes into account a market participant's ability to generate
economic benefits by using the asset in its highest and best use or
by selling it to another market participant that would use the
asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to
measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs. All assets
and liabilities for which fair value is measured or disclosed in
the financial statements are categorised within the fair value
hierarchy, described as follows, based on the lowest level input
that is significant to the fair value measurement as a whole:
-- Level 1 - Quoted (unadjusted) market prices in active markets
for identical assets or liabilities.
-- Level 2 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement is directly
or indirectly observable.
-- Level 3 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
unobservable.
2. Financial Risk Management
Risks and uncertainties
The Board continually assesses and monitors the key risks of the
business. The key risks that could affect the Group's medium-term
performance and the factors that mitigate those risks have not
substantially changed from those set out in the Group's December
2022 Annual Report and Financial Statements, a copy of which is
available from the Group's website: www.arcminerals.com. The key
financial risks are market risk, currency risk, and liquidity.
3. Loss per share
Six Months Six Months
to to
30 June 30 June
2023 2022
(Unaudited) (Unaudited)
Notes GBP 000's GBP 000's
Loss for the period (2,201) (8,463)
Weighted average number of ordinary
shares used in calculating basic
loss per share (000's) 1,225,745 1,223,545
Basic loss per share (expressed
in pence) (0.18) (0.69)
------------------------------------------------ ------------ ------------
As the inclusion of the share options would result in a decrease
in the earnings per share, they are considered to be anti-dilutive
and, as such, a diluted loss per share is not included.
4. Intangible Assets
Zaco Alvis-Crest Handa Total
Deferred Prospecting Deferred Other
Exploration & Exploration Exploration Intangible
Costs rights Costs Assets
GBP GBP GBP GBP GBP
000's 000's 000's 000's 000's
As at 1 January
2023 1,103 1,312 2,162 656 5,233
Additions 33 - 9 46 88
Foreign exchange (32) - (86) (34) (152)
As at 30 June
2023 1,104 1,312 2,085 668 5,169
====================== ============= =============== ============= ============ =======
As at 31 December
2022 1,103 1,312 2,162 656 5,233
5. Fixed Assets
Processing Mining Motor Furniture
Plant Equipment Vehicles & Fittings Total
GBP 000's GBP 000's GBP 000's GBP 000's GBP 000's
-------------------------- ------------ ------------ ---------- ------------ ----------
Cost
At 1 January 2023 - - 37 2 39
Additions - - - - -
Effects of foreign - - -
exchange movements - -
-------------------------- ------------ ------------ ---------- ------------ ----------
At 30 June 2023 - - 37 2 39
-------------------------- ------------ ------------ ---------- ------------ ----------
Accumulated Depreciation
At 1 January 2023 - - (26) (1) (27)
Depreciation - - (5) - (5)
-------------------------- ------------ ------------ ---------- ------------ ----------
At 30 June 2023 - - (31) (1) (32)
-------------------------- ------------ ------------ ---------- ------------ ----------
Cost
At 1 January 2022 - - 86 33 119
Disposal of Zamsort
subsidiary - - (40) (31) (71)
Effects of foreign
exchange movements - - (11) - (11)
-------------------------- ------------ ------------ ---------- ------------ ----------
At 31 December 2022 - - 37 2 39
-------------------------- ------------ ------------ ---------- ------------ ----------
Accumulated Depreciation
At 1 January 2022 - - (66) (31) (97)
Disposal of Zamsort
subsidiary - - 40 30 70
Depreciation - - (9) - (9)
Effects of foreign
exchange movements - - 9 - 9
At 31 December 2022 - - (26) (1) (27)
-------------------------- ------------ ------------ ---------- ------------ ----------
NET BOOK VALUE - 30
June 2023 - - 6 1 7
========================== ============ ============ ========== ============ ==========
NET BOOK VALUE - 31
December 2022 - - 11 1 12
========================== ============ ============ ========== ============ ==========
6. Trade and Other Receivables
Included in trade and other receivables at 30 June 2023 is
c.GBP986k (USD 1,250,000) in relation to the disposal of the
Company's interest in Casa Mining Ltd and the Misisi Project (see
note 7).
7. Disposal of Casa Mining Ltd
Consideration
As announced on 29 April 2022, Regency Mining Ltd ("Regency")
acquired a 73.5% interest in the Misisi gold project ("Misisi
Project") from Golden Square Equity Partners Limited ("Golden
Square"), replacing Rackla Metals Inc. as the acquiror of Misisi.
The terms of the transaction were that Arc would be paid USD
250,000 in cash and the equivalent of USD 1,250,000 in shares in a
publicly listed company in Canada ("Consideration Shares"). The
agreement also provided Arc with a royalty agreement on the same
terms as the previous royalty agreement announced on 5 May
2021.
On 30 June 2022, the Company received the first cash payment of
USD 125,000 towards the USD 1,500,000 receivable from the disposal
of its Casa interests. On 12 September 2022, the Company received
the second cash payment of USD 125,000, bringing the aggregate cash
payments received by the Company to date to USD 250,000. The
balance of USD 1,250,000 is to be settled by the issuance of listed
stock which has been delayed due to corresponding delays in the
listing process of the underlying entity. Management continues to
follow up on progress and the directors consider the balance
recoverable.
USD 5m Loan Note
From 19 March 2020, Arc held a USD 5,000,000 loan note issued by
Golden Square (Pty) Ltd ("Golden Square Loan Note") secured by 3
million shares in OTC:TMNA ("Security Shares"). As announced on 29
April 2022 the Company accepted the Security Shares in full and
final settlement of the Golden Square Loan Note resulting in a gain
of c.GBP2m. At 30 June 2023, the closing share price of the
Security Shares was US$0.055 per share (2022 - USD$0.79). The
unrealised fair value loss recognised during the year is GBP1.47m
(2022 - GBP2.28m).
8. Short-term Investments Held at Fair Value Through Profit and
Loss
The Group's investments held at fair value through profit and
loss consist of investments publicly traded on the London Stock
Exchange and the Over-The-Counter (OTC) market. These investments
are valued at the mid-price as at period end.
Level Level Level
1* 2* 3* Total
GBP 000's GBP 000's GBP 000's GBP 000's
--------------------------- ---------- ---------- ---------- ----------
At 1 January 2023 1,738 - - 1,738
Additions - - - -
Fair value changes (1,469) - - (1,469)
Gain/(Loss) on disposals - - - -
Disposals - - - -
Foreign exchange (38) - - (38)
---------------------------- ---------- ---------- ---------- ----------
At 30 June 2023 231 - - 231
---------------------------- ---------- ---------- ---------- ----------
Level Level Level
1(i) 2(i) 3(i) Total
GBP 000's GBP 000's GBP 000's GBP 000's
--------------------------- ---------- ---------- ---------- ----------
Gains on short-term investments held at fair value through
profit and loss
Fair value loss on
investments (1,469) - - (1,469)
Realised gain on disposal - -
of investments - -
--------------------------- ---------- ---------- ---------- ----------
At 30 June 2023 (1,469) - - (1,469)
---------------------------- ---------- ---------- ---------- ----------
(i) See note 1 (accounting policy).
Level Level Level
1(i) 2(i) 3(i) Total
GBP 000's GBP 000's GBP 000's GBP 000's
--------------------------- ---------- ---------- ---------- ----------
At 1 January 2022 - - - -
Additions 4,433 - - 4,433
Fair value changes (2,281) - - (2,281)
Loss on disposals (25) - - (25)
Disposals (176) - - (176)
Foreign exchange 120 - - 120
---------------------------- ---------- ---------- ---------- ----------
At 30 June 2022 2,071 - - 2.071
---------------------------- ---------- ---------- ---------- ----------
Level Level Level
1(i) 2(i) 3(i) Total
GBP 000's GBP 000's GBP 000's GBP 000's
--------------------------- ---------- ---------- ---------- ----------
Gains on short-term investments held at fair value through
profit and loss
Fair value loss on
investments (2,281) - - (2,281)
Realised loss on disposal
of investments (25) - - (25)
---------------------------- ---------- ---------- ---------- ----------
At 30 June 2022 (2,306) - - (2,306)
---------------------------- ---------- ---------- ---------- ----------
(i) See note 1 (accounting policy).
9. Zamsort/Handa Restructuring
Zamsort Settlement (background)
The Company announced in February 2022 that the parties to the
legal cases in Zambia and in the UK have come to an agreement to
settle various disputed matters and for all legal proceedings to be
permanently dropped (the "Settlement Agreement"). The Settlement
Agreement was submitted to Zambian courts to effect a Consent
Judgement which has the force of law.
In return for the claimant parties, being Terra Metals Limited,
Zambia Mineral Exchange Corporation Limited and their related
parties (including Mumena Mushinge and Brian Chisala),
relinquishing all claims against Zamsort or any other company in
the Arc Minerals Ltd Group, present or contingent, and in full and
final settlement of all claims in formal conclusion of all matters,
the Group agreed to transfer to the claimant parties, for nil
consideration, 100% of the issued share capital of Zamsort Ltd (the
"Zamsort Transfer"), which owns the pilot plant. The Group also
agreed to consent to the claimant parties applying for the 8 square
kilometre small mining and small exploration license areas that
were previously in existence at Zamsort prior to Arc's involvement
(the "Original Zamsort License Area").
As announced on 31 March 2022, the Company issued 3,000,000
options in relation to the Zamsort Settlement with an exercise
price of 5 pence each and an expiry date of 31 March 2024.
Following the grant of these options there were 20,133,334 share
options outstanding.
All of the Group's representative directors who served on the
board of directors of Zamsort resigned effective 1 April 2022
("Resignation Date").
Transfer of assets and liabilities from Zamsort to Handa
The pilot plant, related equipment and intangible assets that
relate to the Original Zamsort License Area which remained in
Zamsort ("Zamsort Retained Assets") was treated as available for
sale assets at 31 December 2021. All assets and liabilities, other
than the Zamsort Retained Assets, immediately preceding the date of
the Zamsort Transfer (the "Transferred Assets & Liabilities")
were transferred to Handa Resources Ltd ("Zamsort/Handa
Restructuring"). The Zamsort/Handa Restructuring has been recorded
on 31 March 2022, being the date immediately preceding the
Resignation Date and resulted in a c.GBP6.8m expense in the year to
31 December 2022.
10. Trade and Other Payables
Group Group
30
June 31 December
2023 2022
GBP GBP
Trade and Other Payables 000's 000's
----------------------------------- ------- ------------
Surrendered share options payable 1,263 1,181
Minority shareholder loans 1,247 1,271
Trade and other payables 423 281
2,933 2,733
======= ============
Surrendered Share Options Payable
The surrendered share options payable is in relation to the
surrendered share options as announced on 16 March 2021.
Minority shareholder loans
The minority shareholder loans represent the aggregate of (i) a
loan from the 34% minority shareholder to Handa Resources Limited
and (ii) a loan from the 27.5% minority shareholder to Zaco
Investments Limited. The Company has also provided loans to these
companies on similar terms which had a balance on the reporting
date of cGBP3.6 million.
11. Long Term Payables
Group Group
30
June 31 December
2023 2022
GBP
Long term payables 000's GBP 000's
---------------------------- ------- ------------
Minority shareholder loans 106 117
106 117
======= ============
The minority shareholder loans consists of a loan from the 25%
minority shareholder of Alvis-Crest (Pty) Ltd. The Company has also
provided a loan to Alvis Crest on similar terms which had a balance
on the reporting date of GBP648,000.
12. Share Capital
The authorised share capital of the Company and the called up
and fully paid amounts at 30 June 2023 were as follows:
A) Authorised GBP 000's
Unlimited ordinary shares
of no par value -
B) Called up, allotted, Number Nominal
issued and fully paid of shares value
-------------------------- -------------- ----------
As at 1 January 2023 1,225,744,782 -
Additions: -
As at 30 June 2023 1,225,744,782 -
-------------------------- -------------- ----------
13. Events after the reporting date
On 12 May 2022 the Company announced that it, together with its
partners, had entered into an agreement with Anglo American with
the intention to form a joint venture in respect of its Zambian
copper interests ("Joint Venture"). The key commercial terms of the
Joint Venture were that, upon signing of a binding Joint Venture
agreement ("JV Agreement"), Anglo American would have an initial
ownership interest of 70% with Arc and its partners holding the
balance via Unico Minerals Ltd ("Unico") in which Arc will have a
69% interest with the balance held by its partners. On 20 April
2023, the binding JV Agreement was signed with the JV Agreement
being subject to completing certain conditions precedent including
a restructuring of the Group's assets, obtaining approvals from
relevant government and regulatory authorities and other customary
conditions.
At the date of this report the Company continues to work towards
finalising the conditions precedent in the JV Agreement.
The key commercial terms of the Joint Venture are as
follows:
-- Upon signing of the Joint Venture Documents ("Effective
Date"), a Joint Venture vehicle will be formed with initial
ownership interests by Anglo American and Unico of 70% and 30%,
respectively ("Initial Ownership Interests");
-- Anglo American has the right to retain an Ownership Interest of 51%, by:
o funding exploration expenditures equal to USD 24,000,000 on or
before the date that is 180 days after the third anniversary of the
Effective Date ("Phase I End Date"); and
o making cash payments to Unico totalling up to USD 14,500,000,
as follows:
-- USD 3,500,000 upon signing of the Joint Venture Agreement and
satisfying the conditions precedent;
-- USD 1,000,000 on the first anniversary of the Effective
Date;
-- USD 1,000,000 on the second anniversary of the Effective
Date;
-- USD 1,000,000 on the third anniversary of the Effective Date;
and
-- USD 8,000,000 by the Phase I End Date.
-- Following the completion of Phase I, Anglo American will have
the right to retain an additional ownership interest equal to 9%
(for a total ownership interest of 60%) by funding USD 20,000,000
of additional exploration expenditures within 2 years of the Phase
I End Date ("Phase II End Date")
-- Following the completion of Phase II, Anglo American will
have the right to retain an additional ownership interest equal to
10% (for a total ownership interest of 70%) by funding USD
30,000,000 within 2 years of the Phase II End Date.
-- Anglo American, for as long as it holds the largest interest
in the Joint Venture, shall have the right to nominate three
directors and Unico shall have the right to nominate two directors.
Joint Venture board decisions shall be adopted by simple majority
vote.
14. Other Matters
The condensed consolidated interim financial statements set out
above do not constitute the Group's statutory accounts for the
period ended 30 June 2023 or for earlier periods but are derived
from those accounts where applicable.
A copy of this interim statement is available on the Company's
website: www.arcminerals.com
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END
IR VVLFLXKLBBBK
(END) Dow Jones Newswires
September 29, 2023 02:00 ET (06:00 GMT)
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