7 September
2022
AIM: AYM
Anglesey Mining plc
(“Anglesey” or “the Company”)
Anglesey Mining Financial Results and
Corporate Update
Anglesey Mining plc, the UK minerals development company, is
pleased to announce the release of its full year financial results
for the year ending 31 March 2022,
and provide an update for investors on current activities at the
Company’s Parys Mountain Cu-Zn-Pb-Ag-Au and Grängesberg iron ore
projects.
Financial and Operating Results
- Comprehensive loss of £2.8m in the financial year ended
31 March 2022 compared to the prior
year comprehensive profit of £3.7m, with the variance primarily
attributable to the mark-to-market valuation of the Company’s 12%
holding in Labrador Iron Mine Holdings Limited
- Successful fund raising of £0.86m subsequent to the end of the
financial period
- Completion of key operating milestones during the period,
including the completion of the first drilling programme at Parys
Mountain for 12-years and the commencement of the Pre-Feasibility
Study on the Grängesberg Iron Ore Project in Sweden
- During the current financial year, the Company will continue to
advance the technical aspects of the Parys Mountain studies and
permitting activities. At the Grängesberg Iron Ore Project, the
Company will be completing the next round of technical work on the
resource and reserve estimates to enable the Bankable Feasibility
Study to start
Jo Battershill, the CEO &
Managing Director of Anglesey Mining, commented: “The
activities of the last 12 months continue to demonstrate that
Anglesey Mining has two potentially long life, highly cash
generative mine developments. At Parys Mountain, the first drilling
in over a decade was successful in infill drilling areas of
White Rock that were previously in
the Inferred category and will provide a bulk sample to be used in
the upcoming pre-concentration and flotation testwork. The initial
design work for the Tailings Management Facility has also commenced
along with many aspects of the environmental baseline studies,
which we will continue to advance over the coming months. The Board
continues to believe permitting of the project will help to close
the valuation gap between our share price and the potential NPV of
Parys Mountain.
Recent work on evaluating the
prospectivity of the large Northern Copper Zone has confirmed the
significant upside of that mineralised system. Based on the current
mine plan, the Northern Copper Zone doesn’t come into the
production schedule until year 5, subsequently we believe there is
an opportunity to extend both the deeper high-grade zones and the
shallower zones of wide mineralisation – some of these zones are
over 60m thick and represent genuine
bulk mining opportunities.
I am very confident about the
prospects of a mine development opportunity at Parys Mountain. The
project would generate significant employment on Anglesey and the
greater region for a generation. We believe that the suite of
commodities at Parys Mountain are critical to the supply chain for
the global push of decarbonisation and electrification of the
economy and will remain in strong demand over the coming
decades.
The release of the Grängesberg PFS
Update results subsequent to the end of the period were
confirmation of just how significant that project could be, both
for Anglesey shareholders and the broader EU steel manufacturers
after the Russian invasion of Ukraine. Prior to the Ukraine invasion, the EU imported almost 60%,
or 40Mt, of its annual iron ore supply from these two countries.
Subsequently, a secure source of up to 2.5Mtpa of 70% Fe
concentrate has a highly strategic value. We will look to
consolidate and advance the Grängesberg project over the course of
the current year.
Our unwavering commitment to the
sustainable development of our resource projects continues. Where
possible, we will always use the appropriate environmentally
friendly solutions. We also continue to believe that the
development of our projects will benefit the environment via
shortening of global supply chains with the commensurate reductions
in carbon emissions – particularly the high-grade iron ore
concentrate that will be produced from the Grängesberg iron ore
project in Sweden.”
Annual Report 2022 and Notice of
AGM
The Company is pleased to publish its annual financial report
for the year ended 31 March 2022,
which has also been posted to shareholders. The annual report is
available to view at www.angleseymining.co.uk and extracts from the
report are presented below. The annual report also includes a
Notice of AGM. The AGM will be held at the offices of DLA Piper,
160 Aldersgate Street London EC1A 4HT on 27
October 2022 at 11.00 am and
the Notice of AGM contains details of all resolutions to be
proposed.
Extracts from the Annual Report
2022
Chairman’s Statement
To Anglesey
Shareholders
The past year has been a period of global uncertainty,
volatility and subsequent conflict. While the problems associated
with the COVID-19 pandemic reduced significantly, they were
replaced with new challenges created by the Ukraine conflict and the subsequent impacts on
global security, rampant inflation from energy scarcity and fears
of global food shortages.
Nevertheless, despite these conditions, we saw significant
progress at both our Parys Mountain copper/zinc/lead project and
our iron ore projects in Sweden
and Canada, while on the corporate
side a new Chief Executive, Jo
Battershill, was appointed and the board of directors was
strengthened. Additionally, during the past year over £1.5 million
was successfully raised in new financings in October 2021 and May
2022 attracting new institutional investor support and
shortly after the year end we moved our listing from the Main
Market of the London Stock Exchange to AIM.
Review of activities
A very active year at Parys Mountain saw the first drilling
programme since 2012, the commencement of environmental studies,
the appointment of Knight Piésold to undertake both the design
stage for the tailings management system together with the
geotechnical assessment of the underground development, and
engagement with local planning and regulatory authorities and local
councils. Meanwhile in Sweden, a
Pre-Feasibility Study Update for the Grängesberg Iron Ore Project
was completed with very encouraging results, while in Canada Labrador Iron Mines continued to
advance its Houston direct
shipping iron ore project toward production. Further details on
these activities may be found in the Strategic Report.
At Parys Mountain, the drilling programme had the aim of
improving confidence in the White
Rock and Engine Zone resources and providing samples for
both confirmatory metallurgical test work and geotechnical domain
modelling. The infill programme confirmed an extensive mineralised
system in the near surface White
Rock zone and provided very valuable information that will
now feed into the next stages of our development studies. Our
confidence in the White Rock and
Engine Zones continues to increase.
Additionally at Parys Mountain, where Anglesey Mining holds
planning permissions for the development of the mine, processing
plant and tailings storage facility, first steps were taken to
secure the required operating permits to commence mining and
processing of ore. We are engaged in the review process including
discussions with the North Wales Minerals and Waste Planning
Service and local councils. Initial environmental monitoring and
ecological surveys have also begun.
At Grängesberg, a very positive update of the PFS indicates
production of 2.3 - 2.5Mtpa of iron ore concentrate grading 70% Fe
that generates strong economic returns, including a
NPV8% of US$688 million
post-tax, and confirming that the Grängesberg iron ore mine has the
potential to be restarted as one of Europe’s largest individual
producers of high-grade iron ore concentrates.
The Ukraine conflict has
highlighted the strategic positioning of Grängesberg. Prior to the
conflict, Russia and Ukraine supplied over 20Mt of iron ore into
the European steel market. With the future uncertainty around this
supply, a long-term source of iron ore could be highly sought after
by European and Middle Eastern steel producers. Grängesberg, with
the high-grade nature of its concentrate, existing infrastructure
and favourable location in southern Sweden in proximity to European steel mills,
represents highly strategic positioning.
Board of directors strengthened
After an extensive search, two senior minerals industry
executives, Andrew King and
Namrata Verma, were appointed to the
board as independent directors to help guide the management team in
the development of the Parys Mountain and Grangesberg Iron
projects. They both join Anglesey with the highest of reputations
in their own particular sectors and their combined and extensive
experience in the financing sector of the worldwide minerals
industry will be critical in the successful funding of both
projects. The company is already benefiting from their input and
advice.
Sudden passing of Bill Hooley,
Deputy Chairman
It was with deep sadness that we reported the sudden death of
our esteemed colleague, Bill Hooley,
in early June 2022. Bill had served
as CEO of Anglesey Mining from 2006 to 2021 and directed the
completion of various resource upgrades for Parys Mountain, the
2017 Scoping Study and the QME optimisation work, which lead to the
successful production of the 2021 PEA. Bill was also a Director and
Deputy Chairman of Anglesey’s associate company, Labrador Iron
Mines, serving as President and COO from 2007 to 2011, during which
time he directed the initial development and successful
construction, into commercial production, of LIM’s James iron ore
mine in Labrador, Canada. Bill was
appointed non-executive Deputy Chairman of Anglesey Mining in
August 2021 and was continuing to
provide his advice and experience until his sudden death. We will
miss Bill’s wise counsel, humour and friendship.
Corporate activity
In October 2021, £768,230 was
successfully raised via the issuance of 22,595,000 shares at a
price of 3.4p per share. On 8 April
2022, following approval from shareholders at a General
Meeting, Anglesey Mining moved from the Main Market of the LSE to
the Alternative Investment Market (AIM). The AIM listing will offer
greater flexibility regarding corporate transactions, enabling the
more rapid and cost-effective agreement and execution of
transactions and financings. It will also provide improved
visibility for Anglesey and enhanced liquidity for investors.
In May 2022, following the
appointment of WH Ireland Limited and Canaccord Genuity Limited as
joint brokers, a Placing and Subscription was successfully
completed, raising gross proceeds of £864,416, with certain
institutional and other investors, including the Chairman and the
Chief Executive, at a price of 3.4
pence per share.
As a further step to strengthen our financial position we
entered into a new Investor Agreement with Juno Limited, the
company’s largest shareholder. In the new Investor Agreement, Juno
agreed to participate in any future equity financing, with the
subscription price to be satisfied by the conversion of debt, and
the company agreed to pay Juno in cash ten percent of the net
proceeds of the financing in further reduction of debt. The net
effect of the new agreement with the May placing was that the debt
due to Juno was reduced by £305,499.
Metal prices
Metals are critical for climate transition and the clean energy
technologies needed to meet the world’s climate action goals will
require much more metal. As a board, we remain very confident that
the outlook for minerals, particularly for the copper and zinc
minerals at Parys Mountain, and for iron ore where we hold
significant investments, is very encouraging.
Environmental and social focus
The purpose and objective of Anglesey Mining is to create value
for shareholders in an environmentally, socially, and ethically
responsible manner which is also to the benefit of all
stakeholders. Our principal current activity is to achieve this by
developing, building and operating a producing mine at Parys
Mountain. We place a high priority on environmental, social and
governance (ESG) matters, and we are committed to being a
responsible mining company, which maintains mutually beneficial
long-term relationships with key stakeholders and the local
community. Readers are invited to refer to the report on Corporate
Governance.
Outlook
The results from the 2021 PEA demonstrate that a significant
copper-zinc-lead mine can be developed at Parys Mountain with very
positive financial returns. The current year is seeing momentum
increased with respect to the required elements of a project
development. Permitting activities are ramping up, including
environmental and ecological studies, tailings management design
work is being undertaken, along with confirmatory metallurgical
test work and underground geotechnical domain modelling. Further
infill drilling – specifically within the Northern Copper Zone is
planned.
These activities will enable us to move the project to a full
committed decision to proceed to production. As has been said
before, these steps do take some time to reach fruition and are key
requirements to securing the necessary finance to move the project
towards production.
At Grängesberg, the Pre-Feasibility Study has provided a series
of recommendations to progress the project through to the
commencement of a Feasibility Study and at a general corporate
level we will continue to review other opportunities within the
global metals and mining sector.
In closing I wish to recognise the dedication and enthusiasm of
our small management team, led by Jo
Battershill, for the significant progress made over the past
year, and thank our expanded and reinvigorated board of directors
for their leadership, as well as consultants and advisors, for
their contribution, and, of course, our shareholders for their
continued support.
John F.
Kearney
Chairman of the Board
7 September 2022
Strategic report
Despite the global challenges highlighted in the Chairman’s
report, we are very pleased to report that significant progress was
made at both our Parys Mountain project and our iron ore projects
in Sweden and Canada during the reporting period.
Parys Mountain moving steadily
forward
The Parys Mountain Cu-Zn-Pb-Ag-Au Project on the Isle of
Anglesey hosts a significant polymetallic deposit with a resource
estimate of 16.9Mt grading 1.7% Zn, 0.8% Pb, 1.0% Cu, 17g/t Ag and
0.2g/t Au. The site has a head frame, a 300m deep production shaft, is connected to grid
power, located only 20 miles from the port of Holyhead and is well
advanced towards permitting for an operation. We have freehold
ownership of the minerals and much of the surface land on the
western portion of the property where all the current resources are
located. Access to infrastructure is good, political risk is low
and the project enjoys the support of local people and
government.
An independent Preliminary Economic Assessment (PEA) was
completed in January 2021, using the
three-year trailing metal prices as of September 2020 – US$2.81/lb Cu, US$1.20/lb Zn, US$0.95/lb Pb, US$16.67/oz Ag and US$1459/oz Au. Three separate development cases
or scenarios were evaluated as part of the PEA, utilising planned
mine tonnages ranging from 5.5Mt at 1,500tpd, to 11.4Mt at 3,000tpd
in an expanded case.
The expanded case produced the most attractive financial
returns, indicating a total cash operating surplus of more than
£408 million over a 12-year mine life, which translated to a
pre-tax net present value discounted at 10% of over £96 million
with an IRR of 26%.
However, with commodity prices having been consistently, and
meaningfully, higher than the three-year trailing averages of
September 2020, the economic results
from the development scenarios assessed would now be substantially
higher.
First drilling programme since 2012
After securing additional funding in October 2021, we are now moving forward with our
plans to progress development. The first drilling programme since
2012 was commenced in late November
2021 and a site manager and geologist were recruited.
The original 9-hole programme comprising 2,750m was designed to target the areas of
Inferred Resources, generally around the periphery of the
mineralised zones, with the aim of improving the confidence in the
White Rock and Engine Zone
resources. Prior to the drilling programme, 78% of the White Rock and Engine Zones were in the
indicated category and we expect to be able to lift this once all
the assays have been returned.
Initial assay results have now been returned for eight of the
ten drill holes completed with multiple high-grade sections
identified within a broader overall mineralised zone, as reported
subsequent to the end of the period. Best results received to date
include:
- 3.7m at 8.5% Zn, 6.3% Pb, 1.0%
Cu, 38g/t Ag & 0.3g/t Au (from 142m)
- 2.8m at 7.2% Zn, 4.2% Pb, 0.6%
Cu, 23g/t Ag & 0.3g/t Au (from 150m)
- 6.0m at 7.1% Zn, 3.7% Pb, 0.4%
Cu, 37g/t Ag & 2.0g/t Au (from 172m)
- 3.7m at 5.8% Zn, 4.6% Pb, 0.6%
Cu, 46g/t Ag & 0.2g/t Au (from 149m), and
- 6.0m at 6.3% Zn, 4.0% Pb, 0.2%
Cu, 25g/t Ag & 0.3g/t Au (from 133.5m)
Importantly, the high-grade intersections reported above were
generally contained within much broader zones of lower grade
mineralisation that could potentially be mined and processed
through a pre-concentration technique to upgrade the metal content
while rejecting the unmineralized material. Selected lower grade
zones include:
- 12.4m at 4.8% Zn, 3.3% Pb, 0.5%
Cu, 20g/t Ag & 0.3g/t Au (from 140m)
- 21.5m at 4.0% Zn, 2.0% Pb, 0.3%
Cu, 26g/t Ag & 1.0g/t Au (from 170.5m)
- 12.7m at 3.7% Zn, 1.9% Pb, 0.2%
Cu, 22g/t Ag & 0.6g/t Au (from 204.5m), and
- 12.8m at 3.0% Zn, 1.3% Pb, 0.2%
Cu, 51g/t Ag & 0.5g/t Au (from 167.9m)
Geotechnical modelling and new metallurgical testing
The drill holes were also designed to provide samples for both
geotechnical domain modelling within the White Rock and Engine zones and confirmatory
metallurgical test work.
Subsequent to the end of the reporting period, Knight Piésold,
one of the world’s leading geotechnical consultants, commenced the
geotechnical modelling that will feed into the underground design
and optimisation process.
The next round of metallurgical testwork will begin once the
final assay results have been returned. Testwork from 2007 had
already demonstrated that Dense Media Separation (DMS) would
upgrade the feed into the comminution circuit with a mass rejection
of around 40% and 3-5% associated metal losses. We also plan to
complete a trade-off study between DMS and X-Ray based ore-sorting
technology which is now utilised across many mines around the
globe.
Environmental assessment and permitting
Additionally at Parys Mountain, first steps were taken to secure
the required operating permits for mining and processing of ore.
Environmental consultants were engaged in late 2021 to evaluate
historical baseline studies that then fed into a subsequent gap
analysis to determine future permitting requirements.
The permitting process has changed significantly since the
commencement of mining activities in 1988. While we have a number
of planning permissions that relate to the proposed development of
the mine, processing plant and tailings storage facility, these
need to be reviewed and updated to make sure they are fit for
purpose to meet today’s more stringent requirements.
The review process with the North Wales Minerals and Waste
Planning Service and local Councils is now under way and
demonstrating encouraging progress. Knowing that the Environmental
Impact Assessment (EIA) is likely to be the longest lead item in
this process, initial environmental monitoring and ecological
surveys were initiated during the period and will feed directly
into the EIA.
Baseline studies for reptiles, insects and birds are being
carried out along with testing of water bodies around the site.
Given the natural run-off from the outcropping sulphides that make
up the historically mined Parys Mountain deposits, almost all the
surface water is acidic and carries very little, if any, natural
wildlife. Ongoing studies will be continued over the course of the
next 12-months and expanded to include soil geochemistry, ground
water and air quality monitoring, noise vibration studies, traffic
modelling and initial design work for the tailings management
facility.
Exploring Northern Copper Zone
We also plan to commence work on the large Northern Copper Zone,
which currently hosts a resource estimate of 9.4Mt at 1.7% CuEq -
all in the Inferred Resource category. Initial work on the Northern
Copper Zone will include reviewing the historical resource model
and identifying areas that could be brought into the mine plan
earlier than currently envisaged, with a view to infill drilling
and potentially converting to the Indicated category.
The long section of the Northern Copper Zone in Figure 3
demonstrates the potential scale of the opportunity and also
highlights the limited amount of historical drilling along strike
to the east. A selection of the historical assays include:
- 4.2m
at 16.7% CuEq (3.97% Cu, 7.53% Pb, 14.1% Zn, 532g/t Ag and
0.3g/t Au) from a depth of 563m
- 1.4m
at 13.5% CuEq (13.26% Cu, Pb and Zn not assayed, 18g/t Ag and
0.1g/t Au) from a depth of 432m
- 0.9m
at 12.1% CuEq (11.7% Cu, 0.19% Pb, 1.00% Zn, 6/t Ag, gold not
assayed) from a depth of 497m
- 3.8m
at 8.6% CuEq (8.29% Cu, 0.02% Pb, 0.06% Zn, 32g/t Ag, gold not
assayed) from a depth of 352m
- 11.4m
at 5.5% CuEq (2.04% Cu, 3.03% Pb, 6.38% Zn, 50g/t Ag and 0.4g/t
Au) from a depth of 495m
- 4.8m
at 5.4% CuEq (3.68% Cu, 0.95% Pb, 3.00% Zn, 28g/t Ag and 0.2g/t
Au) from a depth of 562m
- 7.6m
at 4.0% CuEq (2.84% Cu, 0.19% Pb, 0.50% Zn, 7g/t Ag and 1.4g/t
Au) from a depth of 298m
- 6.0m
at 3.8% CuEq (2.22% Cu, 0.08% Pb, 4.19% Zn, 15g/t Ag and 0.2g/t
Au) from a depth of 466m
- 50.9m
at 1.2% CuEq (1.12% Cu, 0.02% Pb, 0.06% Zn, 2g/t Ag, gold not
assayed) from a depth of 399m
- 146.3m at 1.2% CuEq (0.98% Cu, 0.20% Pb,
0.30% Zn, 7g/t Ag, gold not assayed) from a depth of 350m
- 25.9m
at 1.14% Cu (no other elements assayed) from a depth of
557m
- 46.0m
at 0.80% Cu (no other elements assayed) from a depth of
366m
The Northern Copper Zone covers an extensive area with the
resource estimate extending over 800m
in length and 400m in depth.
Subsequently, the review of the potential will be divided into
blocks, as shown in the figure above. Both blocks B and D have
potential to host high-grade extensions to the Garth Daniel
resource between depths of 400 – 600m. Blocks A and C have potential to host thick
lower grade intersections amenable to bulk mining methods between
200 – 400m depth, and blocks E and F
are both essentially extensional targets.
Metal price environment remains supportive
Metals are critical for the climate transition and the clean
energy technologies needed to meet the world’s climate action goals
will require much more metal. For example, every electric car
requires up to four times more copper than an ICE car and every
megawatt of solar power generation capacity requires 5 tonnes of
copper. According to the International Energy Agency, achieving the
Paris Agreement targets will require almost twice the volume of
metals by 2050. As a Board, we remain very confident that the
outlook for most minerals, particularly for the copper and zinc
minerals at Parys Mountain, is very encouraging. Base metal prices
generally held onto the impressive gains from the previous year, or
in the case of zinc, rallied strongly. During the year, we saw a
strong demand for metals with the prices for zinc, copper, and lead
rising in 2021 by 28.1%, 26.8%, and 14.8%, respectively. Copper
reached a decade long high in May
2021 of over $4.80/lb while
the zinc price was the highest since 2007. Copper prices on the
London Metal Exchange (LME) averaged US$4.23 per pound in 2021, up from an average of
US$2.80 per pound in 2020.
Global demand for zinc grew strongly during the year. Zinc
prices increased significantly and especially in the fourth
quarter, Zinc prices on the London Metal Exchange (LME) averaged
US$1.36 per pound during 2021, higher
than US$1.03 per pound in 2020, and
the highest annual average since 2007.
First quarter 2022 LME copper prices reached record levels and
averaged US$4.53 per pound, 17%
higher than the first quarter 2021 average of US$3.86 per pound. Zinc prices rose to
US$1.70 per pound during the first
quarter of 2022 compared with US$1.25
per pound in the same period in 2021.
In the second quarter of 2022 LME copper averaged US$4.31/lb (vs. US$4.53/lb in Q1) and zinc prices rose to a high
of $1.95/lb in April and averaged
US$1.77/lb (vs. US$1.70/lb in Q1), although subsequently metal
prices have since retreated due to uncertainties about the war in
Europe, higher oil prices, gas
shortages, and inflation.
The base case economic model in the PEA utilized three-year
trailing metal prices of $2.81/lb
copper, $1.20/lb zinc, $0.95/lb lead, $16.67/oz silver, and $1,459/oz gold, with an exchange rate of
£1.00/$1.25. We continue to believe
that the base case three-year trailing metal prices used in the PEA
are a very conservative starting point. Prices at 23 August 2022, the last practicable date before
the publication of this report, were $3.70/lb copper, $1.58/lb zinc, $0.89/lb lead, $18.99/oz silver and $1739/oz gold, with the exchange rate at
£1.00/$1.18. Using these commodity
prices the expanded case pre-tax NPV10% increases from
US$120 million to US$221 million, with pre-tax IRR of 42%, which
clearly demonstrate the sensitivity and leverage of a mine at Parys
Mountain to higher metal prices.
At these August 2022 metal prices,
copper production from a Parys Mountain mine would represent 50% of
the net smelter revenue under the expanded case while zinc and lead
would represent 28% and 12% respectively. The PEA indicates
production of 75,000 tonnes of copper, 166,000 tonnes of zinc,
80,000 tonnes of lead, over 5 million ounces of silver and 30,000
ounces of gold over the project’s 12-year mine life, this equates
to an average copper equivalent production rate of 14,000 tonnes
per year over the proposed life of the operation.
Grängesberg iron ore - a unique
strategic opportunity
Anglesey holds a 19.9% interest in the Grängesberg project,
together with management rights and a right of first refusal to
increase its interest to 70.2%. The Grängesberg project, located
about 200 kilometres north-west of Stockholm, is a substantial iron ore asset
located in a very favourable jurisdiction. Prior to its closure in
1989, due to then prevailing market conditions, the mine had
produced around 180Mt of iron ore.
Anglesey, in conjunction with its Swedish partners in
Grängesberg, commissioned an updated PFS on the development of the
Grängesberg project, based on updated forecasts for long term iron
prices and on a modified development programme to take advantage of
optimisations expected since the previous 2012 Pre-Feasibility
Study. The update by leading mining consultant Micon International
Limited commenced in late 2021 and was finalised in July 2022.
We are very pleased to report that the updated PFS demonstrates
a very robust project with production of 2.3 - 2.5Mtpa of iron ore
concentrate grading 70% Fe over an initial 16-year life, generating
strong economic returns, including a NPV8% of
US$688 million post-tax. The study
assumed an iron ore price of US$120/t
(62% Fe benchmark, CFR China) with sensitivities indicating a
long-term price of US$80/t required
to achieve a positive return at a discount rate of 8%.
Grängesberg PFS Study Highlights
The study confirmed the previous estimate of 82.4Mtpa of
Probable Ore Reserves which would support a 16-year mine life at a
throughput of 5.3Mtpa. Production of between 2.3 and 2.5Mtpa of
iron ore was envisaged with concentrate grading 70% Fe that
generates strong economic returns including:
- Post-tax NPV of US$688 million at
an 8% discount rate
- IRR of 25.9% post-tax
- Operating costs of US$53.60/t FOB
to the port of Oxelösund
- Net cashflow post-tax of US$2.08bn, for an average annual net cashflow of
US$130 million
- Pre-production capital of US$399
million
- 3.6 years payback
Micon concluded that the Grängesberg Project demonstrates an
economically viable project using the stated price assumptions,
cost estimates and technical parameters generated by the PFS, with
the sensitivity analysis indicating positive returns can be
achieved even with using a 30% lower underlying iron ore price.
Key financial metrics from the updated PFS
Key Metric |
Unit |
2022 updated
PFS |
Ore to Mill |
Mt |
82.3 |
Life of Mine |
Years |
16.0 |
Contained Fe |
Mt |
30.6 |
Recovery |
% |
85 |
Recovered Fe |
Mt |
26.0 |
Outgoing Concentrate |
Mt |
37.2 |
Concentrate Grade |
% Fe |
70 |
Average annual Concentrate
Output |
Mt |
2.3 |
Cash cost* |
US$/t Conc |
53.60 |
All-in Sustaining Cost** |
US$/t Conc |
57.80 |
Pre-production capital |
US$m |
399 |
Post-tax
NPV8% |
US$m |
688 |
Post-tax Internal Rate of
Return |
% |
26 |
Project payback |
Years |
3.6 |
Average annual Post-tax Operating
Cashflow *** |
US$m |
130 |
* Cash costs are inclusive of mining costs, processing
costs, site G&A, transportation charges to port and
royalties
** All-in Sustaining Cost includes cash costs plus sustaining
capital and closure cost
*** Post-tax Operating Cashflow based on iron ore price forecast
of US$120/t China CFR 62% Fe
benchmark
The results from the PFS study represent another promising stage
in development of the project and provide a very solid foundation.
Grängesberg has the potential to be restarted as one of Europe’s
largest individual producers of iron ore concentrates. When
combined with the high-grade nature of the concentrate and
proximity to European steel mills, the asset clearly demonstrates
highly strategic positioning.
Strategic positioning in iron ore
The iron ore price demonstrated significant volatility over the
course of the calendar year 2021. In the first third of the year,
the price rallied from US$170/t (62%
CFR China) to US$235/t. The second
third of the year saw the price collapse to US$87/t, mainly due to lower imports by
China following its move to
control steel production to meet carbon emission norms and Covid-19
related shutdowns. The final third of the year saw the price regain
value as it closed the period at US$155/t.
The iron ore market experienced another period of extreme
volatility in the first half of 2022. While averaging
US$140 per tonne for the full six
months, the price fluctuated between a high of US$159 in March to a low of US$112 in June. Subsequently, the price
declined to US$100 in July before
recovering to US$115 in early
August.
Iron ore is a non-fungible commodity with many variables that
determine quality. There are number of key price-affecting chemical
components of iron ore including iron, silica, alumina and
phosphorus. Iron ore also differs in its physical form. Fines
require sintering (agglomeration into crude pellets) prior to use
in the blast furnace, lump ore and pellets can bypass this process
and be charged directly into the furnace – with both commanding an
associated price premium. Most steel mills use a blend of different
grades of ore, and a mix of sinter, lumps and fines but the quality
requirements depend on the circumstances and availability.
A more recent element of the iron ore price formation process is
the ‘green’ aspect. China’s 2016 update to its Environmental
Protection law enforced stricter caps on industrial pollution, and
consequently increased the appetite for higher purity ores, which
has not diminished significantly although the law’s deadline has
been postponed by five years.
As a relatively simple ‘rule-of-thumb’, lower-grade ores with
higher fractions of impurities such as silica and alumina require
increased consumption of coke, which can raise emissions of
controlled gases and particulates. We are now very much in an
environment where ‘grade-is-king’. The 70% Fe high-quality product
expected to be produced at Grängesberg would command premium prices
and makes Grängesberg more attractive than many of the undeveloped
iron ore projects in Europe.
The Ukraine conflict has
demonstrated the strategic positioning of the Grängesberg Iron Ore
Project. Prior to the Ukrainian conflict, Russia and Ukraine supplied over 20Mt of iron ore into
the European steel market. With the future uncertainty around this
supply, a long-term supply of high-grade iron ore concentrate is
anticipated to see strong demand from both European and Middle
Eastern steel producers. Historical production from Grängesberg
demonstrated the ability to produce a 70% Fe concentrate, which
would generate strong premiums in the current, and forecast, steel
industry dynamics. With steel producers and their downstream
customers looking to reduce the overall carbon footprint of
manufactured products, supplies of high-grade concentrate feed to
produce direct reduced iron (DRI) are becoming highly sought after.
Importantly, the production of steel from DRI in an electric arc
furnace has a significantly lower CO2 footprint than the
traditional blast furnace route.
Inspecting a tailings facility at Grangesberg |
The opportunity for Anglesey Mining is now to advance the
Grängesberg project through to a Financial Investment Decision.
This could be completed along with securing a strategic investor,
offtake partner, separate listing, or a combination of these
options. However, we recognise that there is still a lot of work to
do at Grängesberg, including consolidation of the asset, as well as
updating both the resource and reserve models and undertaking
environmental assessment studies as preliminary steps to preparing
a Feasibility Study.
Labrador Iron Mines
Meanwhile, on the other side of the Atlantic, Labrador Iron
Mines (LIM), in which we hold a 12% interest, continues to progress
plans to develop its Houston Project in the Labrador trough. LIM published a PEA on its
Houston Project in February 2021
which supports its plan to resume iron ore production and
demonstrated an initial 12-year mine life with production of 2
million dmt of per year, for total production of 23.4 million dmt
of product at 62.2% Fe over the life of the Houston mine.
The PEA estimates the Houston Project will generate an
undiscounted net cash flow of CAD$234
million and an after-tax net present value at an 8% discount
rate of CAD$109 million, and an
after-tax internal rate of return of 39%, under the base case
$90/dmt benchmark pricing model. The
PEA notes that using a spot price of $160/dmt would increase the after-tax
NPV8% to CAD$459 million
and the after-tax IRR to 209%.
Anglesey holds 19.29 million LIM shares which on 31 March 2022 were valued in total at
$2.5 million, or approximately £2
million, on the OTC Market in the United
States.
Financial results and position
There are no revenues from the operation of the properties.
The loss before other comprehensive income for the year ended
31 March 2022 after tax was £693,242
compared to a loss of £328,518 in the 2021 fiscal year. The
administrative and other costs excluding investment income and
finance charges were £528,045 compared to £162,824 in the previous
year. This increase is due to the recommencement of the payment of
executive director salaries, the engagement of our new CEO, higher
public relations and related costs, London office rentals and generally higher
levels of staffing and activity.
The value of the group’s holding in LIM is reported in other
comprehensive income and effectively is based on its share price.
Last year there was an unusual gain of £4 million in this value, as
it was held at a nominal value of £1 in the previous year. This
year there is a loss of £2 million as the shares retreated. The
outcome is a total comprehensive loss for the year of £2,826,957,
compared to a comprehensive gain for the prior year of
£3,714,921.
During the year there were no additions to fixed assets (2021 -
nil) and £394,410 (2021 - £101,570) was capitalised in respect of
the Parys Mountain property as mineral property exploration and
evaluation, significantly up as a result of a far more extensive
programme of geological and environmental work as well the drilling
programme described in the Strategic report.
At 31 March 2022 there were
mineral property exploration and evaluation assets with a carrying
value of £15.7 million. These carrying values are supported by the
results of the 2021 Preliminary Economic Assessment of the Parys
Mountain project.
At the reporting date, as detailed in Note 10, the directors
considered the carrying value of the Parys Mountain exploration and
evaluation assets to determine whether specific facts and
circumstances suggest there is any indication of impairment. They
carefully considered the positive results of the recent independent
PEA and the plans for moving the project forward.
Consequently, the directors concluded that there were no facts and
circumstances which materially changed during the year which might
trigger an impairment review and that there are no indicators of
impairment.
The effect of Covid-19 on the group’s activities has been
minimal and is expected to remain so.
Corporately, we raised £768,230 via the issuance of 22,595,000
shares at a price of 3.4p in October
2021. The successful placement resulted in a cash inflow of
£725,105 after fees and expenses. The cash balance at 31 March 2022 was £922,177 , compared to £891,767
at 31 March 2021. In May 2022 a further placement raised £865,000 at a
price of 3.4 pence per share. These
funds will be used for ongoing work on the Parys Mountain project,
as well as for general corporate purposes.
In May 2022 a new Investor
Agreement was concluded with Juno Limited to replace the
controlling shareholder and consolidated working capital
agreements. In the new Investor Agreement Juno agreed to
participate in any future equity financing, at the same price per
share and on the same terms as other arms-length participants, to
maintain its percentage, with the subscription price to be
satisfied by the conversion and consequent reduction of debt, and
the company agreed to pay Juno in cash ten percent of the net
proceeds of such equity financing in further reduction of the debt.
The interest rate on the outstanding debt will be reduced from 10%
to 5% p.a. from 1 April 2022. In
addition, Juno was granted certain nomination and reporting rights,
including the right to nominate two directors to the board, so long
as Juno holds at least 20% of the company’s outstanding shares and
one director so long as Juno holds at least 10% of the company’s
outstanding shares. This renegotiation was approved by an
independent board committee responsible for reviewing and approving
any transactions and potential transactions with Juno. The family
interests of Danesh Varma have a
significant shareholding in Juno.
The net effect of the new agreement with the May 2022 financing was that the debt due to Juno
was reduced by £305,499, of which £78,345 was paid in cash and the
balance by conversion of debt.
At 31 March 2022 there were
248,070,732 ordinary shares in issue (2021 – 225,475,732), the
increase being due to the financing events referred to above. At
7 September 2022 there were
280,675,732 ordinary shares in issue.
The use of financial instruments is described in note 23.
Performance
The Group holds interests in exploration and evaluation
properties and, until a mine is placed into production, there are
no standardised performance indicators which can usefully be
employed to gauge performance., The publication of the independent
PEA on the Parys Mountain project in January
2021, which built upon the optimisation studies successfully
completed over the previous two years, and included a new expanded
mineral resource estimate, with a financial model for an expanded
case at 3,000 tpd which indicated a pre-tax NPV10% of
US$120 million and a 26% IRR,
demonstrated a significant improvement on previous studies and
steady progress.
Initial assay results for eight of the ten drill holes at Parys
Mountain in the first drilling programme since 2012 which was
completed in April 2022, returned
multiple high-grade sections within a broader overall mineralised
zone of lower grade mineralisation that could potentially be mined
and processed through a pre-concentration technique to upgrade the
metal content. This improved the confidence in the White Rock and Engine Zone resources.
The completion of the independent updated PFS on the Grängesberg
project subsequent to the year-end demonstrates a very robust
project with production of 2.3 - 2.5Mtpa of iron ore concentrate
grading 70% Fe over an initial 16-year life, generating strong
economic returns, including a NPV8% of US$688 million post-tax using the stated price
assumptions, cost estimates and technical parameters.
The chief external factors affecting the ability of the Group to
move its projects forward are primarily the demand for metals and
minerals, levels of metal prices, and the market sentiment for
investment in mining and mineral exploration companies. These are
discussed above, and risks and uncertainties are dealt with
below.
Other activities
The Directors continue to review new properties suitable for
advanced exploration or development that would be complementary to
or provide synergies with the existing projects and would be within
the financing capability likely to be available. A number of base
metals projects have been identified as potentially attractive and
further early-stage opportunities continue to be evaluated.
Environmental and Social Focus
The purpose and objective of Anglesey Mining is to create value
for shareholders in an environmentally, socially, and ethically
responsible manner which is also to the benefit of all
stakeholders. Our principal current activity is to achieve this by
developing, building and operating a producing mine at Parys
Mountain and to progress the Grangesberg Iron Ore project in
Sweden through to a decision to
mine. We place a high priority on environmental, social and
governance (ESG) matters, and we are committed to being a
responsible mining company, maintaining mutually beneficial
long-term relationships with key stakeholders and the local
community. Readers are invited to refer to the report on Corporate
Governance.
There has been an increasing investor focus on ESG matters.
These are areas on which we have always placed high importance,
although we have not attempted quantitative measurements,
particularly as having the social licence to operate, and operating
in an environmentally responsible manner, are critical for the
successful operation of any mining project. In Anglesey Mining we
place a high priority on sustainability, and we are committed to
being a responsible mining company, maintaining mutually beneficial
long-term relationships with key stakeholders and the local
community.
Section 172 Statement
The Directors, both individually and collectively, believe, in
good faith, that throughout the year and at every meeting of the
Board and management when making every key decision, they have
acted to promote the success of the Group for the benefit of its
members as a whole, as required by Section 172 of the Companies Act
2006, having regard to the stakeholders and matters set out in
section 172(1) of the Companies Act 2006. The Directors Section 172
Statement follows.
Section 172 of the Companies Act is contained in the part of the
Act which defines the duties of a director and concerns the “duty
to promote the success of the Company”. Section 172 adopts an
‘enlightened shareholder value’ approach to the statutory duties of
a company director, so that a director, in fulfilling his duty to
promote the success of the company must act in the way he
considers, in good faith, would be most likely to promote the
success of the Company for the benefit of its members as a whole,
and in doing so have regard to other specified factors insofar as
they promote the Company’s interests.
The Board of Anglesey Mining recognises its legal duty to act in
good faith and to promote the success of the Company for the
benefit of its shareholders and with regard to the interests of
stakeholders as a whole and having regard to other matters set out
in Section 172. These include the likely consequences in the long
term of any decisions made; the interest of any employees; the need
to foster relationships with all stakeholders; the impact future
operations may have on the environment and local communities; the
desire to maintain a reputation for high standards of business
conduct and the need to act fairly between members of the
Company.
The Board recognises the importance of open and transparent
communication with shareholders and with all stakeholders,
including landowners, communities, and regional and national
authorities. We seek to maximise the operation’s benefits to local
communities, while minimising negative impacts to effectively
manage issues of concern to society.
Shareholders have the opportunity to discuss issues and provide
feedback at any time.
The application of the Section 172 requirements can be
demonstrated in relation to the Group’s operations and activities
during the past year as follows.
Having regard to the likely consequences of any decision in the
long term
The Company’s purpose and vision are set out in the Chairman’s
Letter and in this Strategic Report. The Board oversees the
Company’s strategy and is committed to the long-term goal of the
development of the Parys Mountain Project. The activities towards
that goal are described and discussed in the Strategic Report. The
Board remains mindful that its strategic decisions have long-term
implications for the Parys Mountain project, and these implications
are carefully assessed. During the year the Board recruited and
appointed a new Chief Executive, Jo
Battershill, a mining geology graduate from Camborne School
of Mines with extensive experience both in operations and in
finance in Australia and in the
UK. In connection with the move to AIM and the delisting from
trading on the Main Board, a general meeting of shareholders was
called to approve the proposal.
In evaluating alternatives or opportunities the Directors always
consider the likely consequences of any decision in the long-term
that may affect the Group, and the potential impact on long-term
shareholder value, including key competitive trends, supply and
demand of metals, potential impact on the environment and climate
change considerations, all of which were considered in the
preparation of the PEA.
Having regard to the need to foster business relationships with
others
The Company operates as a mineral exploration and development
business, without any regular income and is entirely dependent upon
new investment from the financial markets for its continued
operation. The Board values the benefits of maintaining strong
relationships with key partners, contractors and consultants. This
is discussed in more detail elsewhere in the annual report. As a
mine development company, the Board understands that a range of
third parties- regulators, contractors, suppliers, and potential
customers for the concentrates that would be produced from a mine
at Parys Mountain, are relevant to the sustainability of the
business.
Having regard to the interests of the employees
The Group currently has three full-time and one part-time
employee and is managed by its directors and a small number of
associates and sub-contract staff. The Board takes steps to ensure
that the suggestions, views and interests of employees are
considered in decision-making.
Having regard to the desirability of maintaining a reputation
for high standards of business conduct
The Board is committed to high standards of corporate
governance, integrity, and social responsibility and to managing
the Company in an honest and ethical manner, as further discussed
in the Corporate Governance Report. The Directors strive to apply
ethical business practices and conduct themselves in a responsible
and transparent manner with the goal of ensuring that Anglesey
Mining plc maintains a reputation for high standards of business
conduct and good governance.
Having regard to the impact of operations on the community and
the environment
The Board takes a broad range of stakeholder considerations into
account when making decisions and gives careful consideration to
any potential impacts on the local community and the environment.
The Board strives to maintain good relations with the local
community, especially with local businesses in North Wales. For example, in connection with
its plans for the advancement of Parys Mountain, discussions and
consultations have been held with the North Wales Minerals and
Waste Planning Service and with local Councils.
The Corporate Governance Report discusses how the Directors
engage with and have had regard to the community in which the Group
operates. Further discussion of these activities can be found in
this Strategic Report.
As a mine development company, the Board understands that
recognising and having regard to the potential impact the Company’s
operations may have on the community and the environment is
essential to underpinning the social licence necessary to operate.
In making decisions about the development of a mine at Parys
Mountain, the Board would seek to maximise the benefits to the
local community, while minimising negative impacts, and to
effectively manage issues of concern to society. By aligning future
operations to environmental, social and governance performance the
Company will seek to deliver on its purpose to create value through
responsible and sustainable mining.
Having regard to the need to act fairly as between members of
the Company
The Company has only one class of share in issue and all
shareholders benefit from the same rights, as set out in the
Articles of Association and as required by the Companies Act 2006.
Since 1996 agreements have been in place with Juno Limited, the
largest shareholder, which provide that Anglesey will maintain an
independent board and that any transactions between Juno and
Anglesey will be at an arm’s length basis. Effective 31 March 2022, as a further step to strengthen
its financial position, Anglesey entered into a new Investor
Agreement with Juno Limited, to amend and replace the Controlling
Shareholder Agreement and the Consolidated Working Capital
Agreement. This renegotiation was approved by an independent board
committee responsible for reviewing and approving any transactions
and potential transactions with Juno.
The Board recognises its legal and regulatory duties and does
not take any decisions or actions, such as selectively disclosing
confidential or inside information, that would provide any
shareholder with any unfair advantage or position compared to the
shareholders as a whole.
Risks and uncertainties
The Directors have carried out an assessment of the principal
risks facing the Group, including those that would threaten its
business model, future performance, solvency or liquidity. In
conducting its business, the Group faces a number of risks and
uncertainties, the more significant of which are described below.
The board believes the principal risks are adequately disclosed in
this annual report and that there are no other risks of comparable
magnitude which need to be disclosed.
Mineral exploration and mine development is a high-risk
speculative business and the ultimate success of Anglesey Mining
will be dependent on the successful development of a mine at Parys
Mountain, which is subject to numerous significant risks most of
which are outside the control of the Board.
In reviewing the risks facing the Group, the members of the
Board consider they are sufficiently close to operations and aware
of activities to be able to adequately monitor risk without the
establishment of any formal process. There may be risks against
which it cannot insure or against which it may elect not to insure
because of high premium costs or other reasons. However, there are
also risks and uncertainties of a nature common to all mineral
projects and these are summarised below.
General mining risks
Actual results relating to, amongst other things, results of
exploration, mineral reserves, mineral resources, capital costs,
mining production costs and reclamation and post closure costs,
could differ materially from those currently anticipated by reason
of factors such as changes in expected geological or geotechnical
structures, general economic conditions and conditions in the
financial markets, changes in demand and prices for minerals that
the Group expects to produce, legislative, environmental and other
judicial, regulatory, political and competitive developments in
areas in which the Group operates, technological and operational
difficulties encountered in connection with the Group’s activities,
labour relations, costs and changing foreign exchange rates and
other matters.
The mining industry is competitive in all of its phases. There
is competition within the mining industry for the discovery and
acquisition of properties considered to have commercial potential.
The Group faces competition from other mining companies in
connection with the acquisition of properties, mineral claims,
leases and other mineral interests, should it seek to pursue such
opportunities, as well as for the recruitment and retention of
qualified employees and other personnel and in attracting
investment and or potential joint venture partners to its
properties.
Exploration and development
Exploration for minerals and development of mining operations
involve risks, many of which are outside the Group’s control.
Exploration by its nature is subject to uncertainties and
unforeseen or unwanted results are always possible. Mineral
exploration and development is a speculative business,
characterized by a number of significant risks including, among
other things, unprofitable efforts resulting not only from the
failure to discover mineral deposits but also from finding mineral
deposits that, though present, are insufficient in quantity and
quality to return a profit from production.
Substantial expenditures are required to develop the mining and
processing facilities and infrastructure at any mine site. No
assurance can be given that a mineral deposit can be developed to
justify commercial operations or that funds required for
development can be obtained on a timely basis and at an acceptable
cost. There can be no assurance that the Group’s current
development programmes will result in profitable mining operations.
Current operations are in politically stable environments and hence
unlikely to be subject to expropriation but exploration by its
nature is subject to uncertainties and unforeseen or unwanted
results are always possible.
Financing and liquidity risk
The Group has relied on equity financing to fund its working
capital requirements and will need to generate additional financial
resources to fund all future planned exploration and development
programmes. Developing the Parys project will be dependent on
raising further funds from various sources. There is no assurance
that the Group will continue to obtain additional financial
resources and/or achieve positive cash flows or profitability.
There can be no assurance that the Group will be successful in
obtaining any additional required funding necessary to conduct
operations on its properties. Failure to obtain additional
financing on a timely basis could cause planned activities and
programs to be delayed.
If additional financing is raised through the issuance of equity
or convertible debt securities, the interests of shareholders in
the net assets of the Group may be diluted.
Metal prices
The prices of metals fluctuate widely and are affected by many
factors outside the Group’s control. The relative prices of metals
and future expectations for such prices have a significant impact
on the market sentiment for investment in mining and mineral
exploration companies. Metal price are usually expressed and traded
in US dollars and any fluctuations may be either exacerbated or
mitigated by currency fluctuations which affect the revenue which
might be received by the Group in sterling.
Foreign exchange
LIM is a Canadian company; Angmag AB and GIAB are Swedish
companies. Accordingly, the value of the Group’s holdings in these
companies is affected by exchange rate risks. Operations at Parys
Mountain are in the UK and exchange rate risks are minor. Most of
the cash balance at the year-end was held in sterling – see notes
16 and 23.
Permitting, environment, climate change and social
The Group's operations are subject to environmental legislation
and regulations which are evolving in pursuit of national climate
change objectives and in a manner where standards are becoming more
stringent. Mineral extraction and processing can have significant
environmental impacts. Mining operations require approval of
environmental impact assessments and obtaining planning
permissions. The Group holds planning permissions for the
development of the Parys Mountain property, but further
environmental studies and assessments and various approvals and
consents will be required to carry out proposed activities and
these may be subject to various operational conditions and
reclamation requirements.
There can be no assurance that all permits, licences,
permissions and approvals that the Group may require for its
activities will be obtainable on reasonable terms or on a timely
basis.
Employees and personnel
The Group is dependent on the services of a small number of key
executives, specifically the chairman, chief executive and finance
director. The loss of these persons or the Group’s inability to
attract and retain additional highly skilled and experienced
employees for any areas in which the Group might engage may
adversely affect its business or future operations. A discussion on
the composition and assessment of the Board of Directors is
included in the Report on Corporate Governance.
Covid-19
The Directors have carefully considered the impact of the
Covid-19 pandemic on the Parys Mountain property and have concluded
that to date it has had no impact on the project and further it is
unlikely to have, assuming that the pandemic does not escalate. The
project is not currently in production, so Covid-19 does not impact
current operations.
Group Prospects
Recognition of potential opportunities
The recommencement of activities at Parys Mountain is the first
stage of bringing the asset back into the focus of mainstream
investors, both retail and institutional. The economics of the
project under the current commodity pricing environment make the
progression of Parys Mountain through to a financial investment
decision an obvious milestone.
Development of a new mine at Parys Mountain, producing copper,
zinc and lead with gold and silver credits, can deliver economic
growth in the UK, regional jobs for the community and business
opportunities for local service providers. Importantly, these
critical and strategic metals, essential for the decarbonisation of
the economy, are primarily imported into the UK currently. This
creates a unique and timely opportunity, both for Anglesey Mining
and for the UK, to develop a new, modern, mine at Parys Mountain in
an environmentally sustainable manner.
A similar view can be held for the Grängesberg Iron Ore Project,
where with the Pre-Feasibility Study update now complete, we have a
clear view on the requirements to enable us to advance through to
the Feasibility stage. When combined with the Labrador Mines
assets, Anglesey Mining has a very valuable and strategic set of
iron ore assets that should be progressed with the greatest speed
possible, but within the constraints of the resources
available.
Outlook
As previously discussed, the results from the 2021 PEA
demonstrate that a significant copper-zinc-lead mine can be
developed at Parys Mountain with very positive financial returns.
We expect to increase the level of activity at Parys Mountain over
the next twelve months with respect to a number of the elements
required for a project development. We plan to ramp up permitting
activities, including the completion of environmental and
ecological studies around site, initial design work of the tailings
management facility, which has already commenced, along with
underground geotechnical domain modelling on the White Rock and Engine Zones. Once the final
assay results from the completed drill programme are received, we
will conduct additional metallurgical testwork to identify the most
optimal pre-concentration method.
We also plan to commence work on the large Northern Copper Zone,
which currently hosts a resource estimate of 9.4Mt at 1.7% copper
equivalent - all in the Inferred resource category. Initial work on
the Northern Copper Zone will include reviewing the historical
resource model and identifying areas that could be brought into the
mine plan earlier than currently envisaged with a view to infill
drilling and potentially converting to the Indicated category.
All of these activities are required to enable the Parys
Mountain copper/zinc/lead project to move from the PEA to a full
committed decision to proceed to production. As has been said
before, these steps do take some time to reach fruition and are key
requirements to securing the necessary finance to move the project
towards production.
At Grängesberg, the Pre-feasibility Study Update has provided a
series of recommendations to progress the project through to the
commencement of a Feasibility Study. The initial work programmes
include updating the resource to include domaining of the apatite
zones that could produce a valuable by-product stream and updating
the reserve estimate to incorporate the proposed alternative mining
method (sub-level open stoping with back fill instead of sublevel
caving), which would reduce the risk of any potential movement on
the Export Fault zone.
At a general corporate level, the company will continue to
review other opportunities within the global metals and mining
sector. At the end of March 2022, the
group had cash resources of £922,177.
This report was approved by the board of Directors on
7 September 2022 and signed on its
behalf by:
Jo Battershill
Chief Executive
Directors’ report
The Directors are pleased to submit their report and the audited
accounts for the year ended 31 March
2022.
The principal activities of the Group are set out in the
Strategic Report which also includes certain matters relating to
financial performance, risk exposure and management and future
developments. The Corporate Governance statement which follows
forms part of this Directors’ report.
Directors
- John F. Kearney - Chairman
- Jo Battershill - CEO from 1
August 2021
- Bill Hooley - CEO until 31
July 2021 then Deputy Chairman until 7 June 2022
- Danesh Varma - Finance director
- Howard Miller - Senior non-executive director
- Andrew King - appointed non-executive director from
20 December 2021
- Namrata Verma - appointed non-executive director
from 20 December 2021
Biographical details of the directors are shown at the end of
this annual report. It is with great regret that the Directors note
the death of Bill Hooley on
7 June 2022 after 16 years of service
as a director. All other directors remain in office. The
responsibilities of the directors are discussed in the Corporate
Governance Report.
The appointment and replacement of directors, is governed by the
Articles, the Companies Act and related legislation. The Articles
themselves may be amended by special resolution of the
shareholders. Under the Articles, any director appointed by the
board during the year must retire at the AGM following his or her
appointment and therefore Andrew
King and Namrata Verma who
were appointed as directors on 20 December
2021 will offer themselves for election at the AGM. In
addition, the Articles require that one-third of the remaining
directors retire by rotation at each general meeting and seek
re-appointment. However, it has been the practice for some years to
submit re-election resolutions for all directors at each AGM.
Directors’ interests in shares
|
23 August 2022 |
31 March 2022 |
31 March 2021 |
Director |
Number of options |
Number of ordinary shares |
Number of options |
Number of ordinary shares |
Total |
Number of options |
Number of ordinary shares |
Total |
John Kearney |
2,000,000 |
1,297,142 |
- |
- |
-
|
- |
500,000 |
500,000 |
Bill Hooley |
n/a |
n/a |
- |
200,000 |
200,000 |
- |
1,200,000 |
1,200,000 |
Jo Battershill |
2,800,000 |
3,584,830 |
- |
1,787,688 |
1,787,688 |
- |
- |
- |
Danesh Varma |
1,500,000 |
- |
- |
- |
- |
- |
1,000,000 |
1,000,000 |
Howard Miller |
1,000,000 |
- |
- |
- |
- |
- |
500,000 |
500,000 |
Namrata Verma |
1,000,000 |
- |
- |
- |
- |
|
|
|
Andrew King |
1,000,000 |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
9,300,000 |
4,881,972 |
- |
1,987,688 |
1,987,688 |
- |
3,200,000 |
3,200,000 |
- All of these interests are beneficial.
- The family interests of Danesh
Varma have a significant shareholding of Juno Limited, a
connected person, which has notified an interest in 64,605,248
ordinary shares.
- Bill Hooley died on 7 June 2022.
Directors' share options
There were no outstanding share options during the year and at
31 March 2022 however options were
granted on 4 August 2022 as set out
in the Remuneration section of this report.
Directors’ interests in material contracts
Juno Limited
Juno Limited (Juno), which is registered in Bermuda, holds 21% of the ordinary share
capital. Until May 2022 there was a
controlling shareholder agreement and working capital agreement
with Juno and note 18 sets out movements under this working capital
agreement. Apart from interest charges there were no transactions
between the Group and Juno or its group during the year.
In May 2022, a new Investor
Agreement was concluded with Juno Limited to replace the
controlling shareholder and consolidated working capital
agreements. In the new Investor Agreement Juno agreed to
participate in any future equity financing, at the same price per
share and on the same terms as other arms-length participants, to
maintain its percentage, with the subscription price to be
satisfied by the conversion and consequent reduction of debt, and
the company agreed to pay Juno in cash ten percent of the net
proceeds of such equity financing in further reduction of the debt.
The interest rate on the outstanding debt will be reduced from 10%
to 5% p.a. from 1 April 2022. In
addition, Juno was granted certain nomination and reporting rights,
including the right to nominate two directors to the board, so long
as Juno holds at least 20% of the company’s outstanding shares and
one director so long as Juno holds at least 10% of the company’s
outstanding shares. This renegotiation was approved by an
independent board committee responsible for reviewing and approving
any transactions and potential transactions with Juno. The family
interests of Danesh Varma have a
significant shareholding in Juno.
Grangesberg Iron
John Kearney and Danesh Varma, as nominees of the company, are
directors of Grangesberg Iron AB. Danesh
Varma has been associated with the Grangesberg project since
2007 when he became a director of Mikula Mining Limited, a company
subsequently renamed Eurang Limited, previously involved in the
Grangesberg project. He did not take part in the decision to enter
into the Grangesberg project when this was approved by the board in
2014. The Group has a liability to Eurang Limited, amounting to
£337,839 at the year-end (2021 – £343,613). See also notes 18 and
24.
There are no other contracts of significance in which any
director has or had during the year a material interest.
There is a directors’ and officers’ liability insurance policy
in force on normal commercial terms which includes third party
indemnity provisions.
Substantial shareholders
At 23 August 2022 Juno Limited had
notified an interest in 64,605,248 shares representing 23.0% of the
issued ordinary shares.
Shares
Allotment authorities and disapplication of pre-emption
rights
The Directors would ideally wish to allot any new share capital
on a pre-emptive basis, however in the light of the Group’s
potential requirement to raise further funds for its ongoing
exploration and development programs and working capital, or the
acquisition of new mineral ventures or other activities, they
believe that now the Group is on AIM it is appropriate to take
advantage of the associated freedoms and to have a larger amount
available for issue at their discretion without pre-emption than
had been the case when the group had a main board listing. At the
annual general meeting the Directors will therefore seek a renewal
and enlargement of the share allotment authorities.
The authority sought in resolution 12 of the meeting is to
enable the Directors to allot new shares and grant rights to
subscribe for, or convert other securities into, shares up to a
nominal value of £2,800,000 (280,000,000 ordinary shares) which is
approximately 100% of the total issued ordinary share capital at
23 August 2022. The Directors will
consider issuing shares if they believe it would be appropriate to
do so in respect of potential financings or business opportunities
that may arise consistent with the Group's strategic objectives.
The Directors have no immediate intention of exercising this
general authority, other than in connection with the potential
issue of shares for interim financings to fund working capital or
pursuant to the employee share and incentive plans.
The purpose of resolution 13 is to authorise the Directors to
allot new shares pursuant to the general authority given by
resolution 12 in connection with a pre-emptive offer or offers to
holders of other equity securities if required by the rights of
those securities or as the board otherwise considers necessary, or
otherwise up to an aggregate nominal amount of £2,800,000
(280,000,000 ordinary shares). This aggregate nominal amount
represents approximately 100% of the issued ordinary share capital
at 23 August 2022. This will provide
additional flexibility which the Directors believe is in the best
interests of the Group in its present circumstances. This authority
will expire on 31 December 2023. The
Directors intend to seek renewal of this authority at future annual
general meetings.
Rights and obligations attached to shares
The rights and obligations attached to the ordinary and deferred
shares are set out in the Articles of Association. The deferred
shares are non-voting, have no entitlement to dividends and have
negligible rights to return of capital on a winding up. Details of
the issued share capital are shown in note 20. Details of employee
share schemes are set out in the directors’ remuneration report and
in note 21.
Subject to the provisions of the Companies Act 2006, the rights
attached to any class may be varied with the consent of the holders
of three-quarters in nominal value of the issued shares of the
class or with the sanction of an extraordinary resolution passed at
a separate general meeting of the holders of the shares of the
class. There are no restrictions on the transfer of the shares.
Voting rights
Each ordinary share carries the right to one vote at general
meetings. Holders of deferred shares, which are of negligible
value, are not entitled to attend, speak or vote at any general
meeting, nor are they entitled to receive notice of general
meetings.
Votes may be exercised at general meetings in relation to the
business being transacted either in person, by proxy or, in
relation to corporate members, by corporate representative. The
Articles provide those forms of proxy shall be submitted not less
than 48 hours (excluding any part of a day that is not a working
day) before the time appointed for holding the meeting or adjourned
meeting.
No member shall be entitled to vote at any meeting unless all
monies, if any, presently payable in respect of their shares have
been paid, but no such shares are in issue. Furthermore, no member
shall be entitled to attend or vote at any meeting if he has been
served with a notice after failing to provide the Company with
information concerning interests in his shares.
Significant agreements and change of control
There are no agreements between the Company and its directors or
employees that provide for compensation for loss of office or
employment that may occur because of a takeover bid. The share plan
contains provisions relating to a change of control. Outstanding
awards and options would normally vest and become exercisable on a
change of control, subject to the satisfaction of any performance
conditions.
Employment, community and donations
The Group is an equal opportunity employer in all respects and
aims for high standards from and for its employees. The group aims
to be a valued and responsible member of the communities that it
operates in or affects. The policies on these matters are further
discussed in the Report on Corporate Governance. There are no
social, community or human rights issues which require the
provision of further information in this report.
Environment and greenhouse gas emissions
There are established policies and procedures to ensure that
future operations will be conducted in compliance with all relevant
laws and regulations and that will enable the group to meet its
high standards for corporate sustainability and environmental
stewardship. Currently the projects are not in operation and
consequently any effect on the environment is slight, being limited
to the periodic operation of an exploratory drilling rig at Parys
Mountain together with its support operation as well as usage of
two small offices, where recycling and energy usage minimisation
are encouraged. Activities or processes which may lead to the
production of greenhouse gases are minimal. The extent to which
these activities together with the Group’s administrative and
management functions result in greenhouse gas emissions is
impracticable to estimate and, in any event, less than the amount
reportable under the Energy and Carbon Regulations 2018.
Report on payments to governments
The group is required to disclose payments made to governments
in countries where exploration or extraction activities are
undertaken and hereby reports that no such payments made in the
year.
Dividend
The group has no revenues and the directors do not recommend a
dividend (2021 – nil).
Going concern and viability
The Directors have considered the business activities of the
Group as well as its principal risks and uncertainties as set out
in this report. When doing so they have carefully applied the
guidance given in the ‘Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting’ issued in
September 2014.
The financial statements are prepared on a going concern basis.
The validity of the going concern basis is dependent on finance
being available for the continuing working capital requirements for
the foreseeable future, being a period of at least twelve months
from the date of approval of the accounts. Based on the current
cash reserves, there is sufficient finance available for the
continuing working capital requirements on a status quo basis for
at least twelve months from the date of the financial
statements.
Looking to the period beyond the twelve months covered by
current cash resources the Group will need to generate additional
financial resources to progress the ongoing development of the
Parys Mountain project and will require interim funding to finance
the further studies, optimisation and feasibility programmes and,
in the longer term, senior financing to fund the capital and
development costs to put the Parys Mountain Mine into production.
The Group has relied primarily on equity financings to fund its
working capital requirements and will be required to do so in the
future to ensure there will be adequate funds for planned
activities and to continue as a going concern. Anglesey Mining plc
has operated for more than 30 years, in what at times have been
challenging economic and investment climates and has continued to
attract the necessary investment to continue as a going
concern.
The Directors rely upon this long experience and particularly
upon the potential of the mineral assets at Parys Mountain on which
Anglesey was founded. These mineral resources are held largely as
freehold and cannot be diminished by any act of nature. Given this
permanency, both legally and geologically, the Directors believe
that future funding will be found at least for the medium term of
two years from the balance sheet date to support the ongoing
maintenance and operation of the Parys Mountain property. In making
this assessment the directors have substantially relied on the key
assumption that the underlying costs of maintenance and operation
will not change, that there are no unrecognised liabilities that
will become due and on their experience of being able to raise
additional investment as and when required over the last 30 years.
During the past year in October 2021
and May 2022 over £1.5 million was
successfully raised in new financings.
The Directors are actively pursuing various options regarding
proposals for financing and are in discussions with a range of
investors. Whilst these discussions continue there are reasonable
expectations that these will be successful and therefore the
financial statements have been prepared on the going concern basis.
Nevertheless, there is a risk that adequate additional funding may
not be available on a timely basis or on acceptable terms to move
the Parys Mountain project through to its full potential and there
is no guarantee that such funding will be available, or that the
Group will be successful in raising the necessary investment to
advance the development of the project and put a mine at the Parys
Mountain property into production. Given the resources currently
available, there is a risk that there will not be sufficient
financial resources to fund all the planned programme
requirements.
Post balance sheet events
On 17 May 2022 a placing to
institutional investors for cash of 22,829,705 shares raising
£864,416 gross was completed. At the same time the terms of the
Juno loan were amended and the debt due to Juno was reduced by
£305,499, of which £78,345 was paid in cash and the balance by
conversion of debt.
Statement of directors’ responsibilities
The Directors are responsible for preparing the annual report
and the financial statements in accordance with applicable law and
international accounting standards in conformity with the Companies
Act 2006. The group financial statements are also prepared in
accordance with international financial reporting standards (IFRSs)
as applied in the European Union.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and parent Company
financial statements and of their profit and loss for that
period.
In preparing the financial statements the Directors are required
to:
- select suitable accounting policies and then apply them
consistently;
- make judgements and estimates that are reasonable and
prudent;
- state that the financial statements comply with IFRSs; and
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the parent
Company will continue in business.
The Directors confirm that they consider the annual report and
accounts, taken as a whole, are fair, balanced and understandable
and provide the information necessary for shareholders to assess
the Company and Group’s performance, business model and
strategy.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the parent
Company’s transactions and disclose with reasonable accuracy at any
time the financial position of the parent Company and the Group and
enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the
assets of the parent Company and the Group and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Section 172 Statement, Remuneration Report and Corporate Governance
Statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the Group website.
Auditor
Each of the Directors in office at the date of approval of the
annual report confirms that so far as they are aware there is no
relevant audit information of which the auditor is unaware. Each
Director has taken all of the steps which they ought to have taken
as a director in order to make themselves aware of that information
and to establish that the auditor is aware of that information.
This confirmation is given and should be interpreted in accordance
with the provisions of section 418 of the Companies Act 2006.
Further information on the change of auditor is contained in the
Audit Committee report.
This report was approved by the board of directors on
7 September 2022 and signed on its
behalf by:
Danesh Varma
Company Secretary
Remuneration Committee report
Following the move on 8 April 2022
from the main board to AIM the format and content of remuneration
reporting has changed from that in use last year.
The remuneration committee comprised Howard Miller until 18
January 2022 when John
Kearney and Namrata Verma
were appointed, making three members from that point forwards. No
remuneration consultants have been engaged or are considered
appropriate at this stage of the group’s development.
Directors’ remuneration policy
The policy of the Remuneration Committee with regard to
executive and non-executive directors’ remuneration, is to provide
a compensation package which will attract, retain and motivate
directors of the calibre and with the experience required, and be
consistent with the company’s ability to pay.
We aim to provide a competitive salary and benefits package to
employees and executive directors with an appropriate balance
between fixed and performance-related elements. The committee is
implementing an annual review of remuneration arrangements however
this was not carried out in the during the period under review.
Although the board intended the grant of share options to form
part of overall director remuneration, the implementation of this
policy and grant of share options was delayed and did not occur
until 4 August 2022 when the options
shown in the table below were granted.
The committee recognises that under the Code share options
should not be granted to non-executive directors, however no
revenue or income is generated at present so the use of equity
incentives in the form of share option grants is one of the few
economically effective ways available to provide remuneration to
the directors; further it is aligned to the long-term interests of
shareholders. The remuneration committee takes into account any
views expressed by shareholders when considering remuneration
policy and practices.
Performance incentives
It is the Remuneration Committee’s expectation that further
share options will be issued in the current year at the Board’s
discretion to the Chief Executive under the terms of his employment
and subject to achieving defined goals.
The use of traditional performance standards in other
industries, such as profitability, is not considered to be
appropriate in the evaluation of executive performance in a mineral
exploration and development company with no sales or revenue on
which to generate income. When approving executive compensation
levels, the Committee and the Board consider the financial
situation of the Group in a wider context regarding the outlook for
the industry and the ongoing development of the Parys Mountain
project. It is expected that in future years that the use of equity
grants, stock appreciation rights, and or the deferred equity
schemes may also form part of the incentive portion of the
remuneration of executive directors.
There is currently no formal incentive bonus plan in place other
than under the contract of employment with the CEO which provides
that he will be eligible to be awarded options and performance
shares upon the attainment of various defined targets. Any award of
a bonus to executive directors is at the discretion of the board
based upon recommendation by the Remuneration Committee. In
considering the payment of a bonus to any executive directors, the
Committee would take into account the individual performance and
efforts of the executive, the progress made by the Group in
furthering its business plans and the overall financial
position.
Board changes in year
Our Chief Executive Jo
Battershill was appointed on 1 August
2021 and two new non-executive directors: Namrata Verma and Andrew
King were appointed on 20 December
2021.
Terms and conditions of service
For executive directors it is our policy to keep contract
durations, notice periods and termination payments to a minimum
consistent with industry norms.
All non-executive directors have letters of appointment with a
written contract for service and are subject to annual
reappointment at the AGM.
Annual report on remuneration
John Kearney, the Chairman, does
not currently receive fees from the Company; he is employed and
remunerated by Labrador Iron Mines and has previously been granted
options over shares under the 2014 Unapproved Share Option Scheme.
New options granted since the year end are shown below.
Bill Hooley, the Chief Executive
during the year until 31 July 2021,
and subsequently Deputy Chairman until his untimely death in
June 2022, had written terms of
employment specifying a salary of £24,000 per annum together with
two bonus payments, firstly £60,000 paid in August 2021 and secondly £30,000 payable in
April 2022, with no other entitlement
to notice, termination or bonuses.
Jo Battershill, who was appointed
as Chief Executive and a director on 1
August 2021, has a written contract of employment which
provides for a minimum notice period of six months and under which
he is eligible to be awarded options and performance shares and an
increased salary upon the attainment of various defined targets.
The contract provides for a base salary of £120,000 per annum,
together with a contribution of 10% of that figure into a pension
scheme.
Danesh Varma, the Finance
Director and Company Secretary, has written terms of employment
specifying a salary of £12,000 per annum together with two bonus
payments, firstly £24,000 paid in August
2021 and secondly £12,000 payable in April 2022, with no other entitlement to notice,
termination or bonuses.
During the year the group began making pension contributions in
respect of the chief executive at 10% of his salary and 7% in
respect of other employee salaries.
Directors’ remuneration summary - fiscal years ended
March 31:
|
2022 |
2021 |
Name |
Salary and fees |
Additional fees and bonuses |
Pensions |
Total |
Salary and fees |
Additional fees and bonuses |
Pensions |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
Executive |
|
|
|
|
|
|
|
|
John Kearney |
- |
- |
- |
- |
- |
- |
- |
- |
Bill Hooley |
84,000 |
- |
- |
84,000 |
- |
- |
- |
- |
Jo Battershill |
40,000 |
- |
1,867 |
41,867 |
|
|
|
|
Danesh Varma |
36,000 |
- |
- |
36,000 |
- |
- |
- |
- |
Non-executive |
- |
- |
- |
|
- |
- |
- |
- |
Howard Miller |
- |
- |
- |
- |
- |
- |
- |
- |
Andrew King |
- |
- |
- |
- |
|
|
|
|
Namrata Verma |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
160,000 |
- |
1,867 |
161,867 |
- |
- |
- |
- |
Between 1 July 2014 and
31 March 2021 all the directors
waived their entitlement to remuneration. Following a Board review
of non-executive remuneration, it was decided to begin payments of
fees to each non-executive director at the rate of £1,000 per
quarter from 1 July 2022.
Share schemes
There is currently one active share scheme: the 2014 Unapproved
Share Option Scheme. The committee has begun the establishment of
an Enterprise Management Incentive Scheme for employees and
executive directors and this is expected to be operational by the
date of the AGM.
In respect of the Unapproved Share Option Scheme established in
2014 all directors and employees are eligible to receive options.
All share options are subject to a performance criterion, namely
that the company’s share price performance over the period from
grant to exercise must exceed that of the companies in the FTSE 100
index. This index was selected as being an easily available
benchmark of general corporate performance. As described above,
there were no options outstanding at the beginning of the financial
year and no option grants were made during the year.
However, a total of 10,900,000 options were granted under the
Unapproved Share Option Scheme on 4 August
2022 as follows: the options have an exercise price of
£0.04, representing a premium of 38% to the closing share price of
£0.029 on 3 August 2022. The options
are subject to time-based vesting conditions with 25% of options
vesting on 31 March 2023, 25% on
30 September 2023, 25% on
31 March 2024 and 25% on 30 September 2024. The options will lapse on
31 March 2030.
Director |
Number
of
options granted |
Exercise Price
per share option |
John F Kearney |
2,000,000 |
£0.04 |
Jo Battershill |
2,800,000 |
£0.04 |
Danesh Varma |
1,500,000 |
£0.04 |
Howard Miller |
1,000,000 |
£0.04 |
Namrata Verma |
1,000,000 |
£0.04 |
Andrew J King |
1,000,000 |
£0.04 |
The award of the Options represents the first issuance of share
options to directors and employees since September 2016. The non-executive directors of
the Company had also previously waived the payment of cash fees
since July 2014.
Other components of remuneration
There were no taxable benefits, incentive plans, bonuses, share
scheme interests, payments to past directors, payments for loss of
office or other remuneration or payments which are required to be
disclosed made during the year.
There is a table of directors’ interests in shares and options
in the directors’ report.
This report was approved by the board of directors on
7 September 2022 and signed on its
behalf by:
Danesh Varma
Company Secretary
Statement of Corporate Governance
Anglesey Mining believes that good corporate governance provides
the framework whereby the Board ensures that the Company’s strategy
is aligned to the interest of its shareholders and takes into
account the interest of all stakeholders.
The Board of Anglesey Mining is committed to high standards of
corporate governance, integrity and social responsibility and to
managing the Company in an honest and ethical manner. The Chairman
is responsible for the leadership of the Board and for ensuring
that the Company has appropriate governance standards in place and
that these requirements are communicated and applied.
The Group seeks to conduct its operations with honesty and
fairness and expects its contractors and suppliers to meet similar
ethical standards. The Board recognizes the importance of
communicating with shareholders and all stakeholders in an open and
transparent fashion.
Board of Directors
The Board of Anglesey Mining was small at the beginning of the
year with just four members, subsequently increased to seven in
December 2021. The Board currently
consists of six directors, three of whom are considered
independent. Profiles of the directors, summarizing their
experience and backgrounds can be found at the end of this Annual
Report. Each director is subject to annual re-election at every
AGM,
The Board has overall responsibility for all aspects of the
business and affairs of the Company and has an active engaged role
in all decision making. The Board approves the Group’s strategy and
expenditure plans and regularly reviews operational and financial
performance, risk management, and health, safety, environmental and
community matters.
Members of the Board are directly involved in decisions and an
extensive committee or reporting structure is not particularly
useful. Nevertheless, a system of checks and balances is in place
and all material decisions must be approved by the Board. The
definition of ‘materiality’ is low, almost all decisions are
material and require the approval of the Board.
The Board is assisted by an Audit Committee and has also
established Remuneration and Nomination committees. All Directors
may attend meetings of a committee at the committee’s invitation.
There are written terms of reference for the Audit, Remuneration
and Nomination committees, each of which deals with specific
aspects of the Group’s affairs. These are made available to
shareholders at each general meeting and are available on the
website. The Board receives periodic reports from all committees
where appropriate. All committees have an independent non-executive
director within their composition. As well as chairing Board
meetings, John Kearney chairs the
Nomination committee. Howard Miller
is the lead independent director and chairs the Audit and
Remuneration Committees.
The number of meetings of the Board and of each committee held
over the past year is at the end of this report.
The Chairman
The Chairman, John Kearney, is
responsible for the leadership of the Board and for ensuring that
appropriate governance standards are in place and that these
requirements are communicated and applied. The Chairman’s primary
role is to create the cultural environment to enable each director
and the Board as whole to perform effectively for the benefit of
the Group, its shareholders and its wider stakeholders.
He has many years of experience as chairman or director of
numerous public mining or exploration companies. He is not a
full-time executive of Anglesey Mining and does not receive
compensation (other than an entitlement to share options). He is
employed and remunerated by Labrador Iron Mines and divides his
time between several mineral companies and other activities. The
Chairman’s primary functions include providing leadership and
direction to the Board and ensuring its effectiveness. The Chairman
has overall responsibility for corporate governance matters.
The Board has appointed Howard
Miller as the lead independent non-executive director to
assist the Chairman and perform such other duties and
responsibilities as the Board may determine from time to time.
Howard Miller has served for more
than twenty years as a non-executive director.
The roles of Chairman and Chief Executive are separate.
Jonathan (Jo) Battershill was
appointed Chief Executive on 1 August
2021.
Audit committee
The Board has established an Audit Committee with formally
delegated duties and responsibilities. Until January 2022 the Audit Committee’s sole member
was Howard Miller, who is considered
an independent non-executive director, but is not independent as
defined by the Corporate Governance Code. From that date
Namrata Verma and Andrew King both of whom are independent
non-executive directors were appointed to the audit committee.
The Audit Committee assists the Board in meeting its
responsibilities for internal control and external financial
reporting. The audit committee meets at least twice a year and is
responsible for ensuring that the financial information of the
Group is properly reported on and monitored, including by
conducting reviews of the annual and interim accounts, the internal
control systems and procedures and accounting policies. More
information on the work of the Audit Committee is provided in the
Report of the Audit Committee below.
Remuneration committee
From January 2022 the Remuneration
Committee comprised Howard Miller
(Chairman) and John Kearney and
Namrata Verma. The committee is
responsible for making recommendations on remuneration policy. It
determines any contract terms, remuneration and other benefits,
including share options, for each of the executive directors. The
remuneration of non-executive directors is a matter for the Board.
No director may be involved in any decisions as to their own
remuneration. The Remuneration Committee has responsibility for
determining, within agreed terms of reference, the policy on
remuneration, including incentive awards.
The Remuneration Committee is also responsible for recommending
grants of options under the Share Option Scheme. The use of equity
incentives aligned to the long-term interests of shareholders is an
effective and efficient way to compensate directors and accordingly
option grants under the Unapproved share option scheme are made to
all directors.
The Directors’ Report on Remuneration and the Report of the
Remuneration Committee is set out in other parts of the Annual
Report.
Nomination committee
The Nomination Committee is comprised of John Kearney, Howard
Miller and Andrew King and
assists the Board in discharging its responsibilities relating to
the composition and make-up of the Board and any committees of the
Board. It is also responsible for periodically reviewing the
Board’s structure and identifying potential candidates to be
appointed as directors.
The Nomination Committee is responsible for evaluating the
balance of skills, knowledge and experience and the size, structure
and composition of the Board and committees of the Board,
retirements and appointments of additional and replacement
directors and committee members and will make appropriate
recommendations on such matters.
Internal control
The Board is responsible for the Group’s systems of internal
control, financial and otherwise. The key feature of the financial
control system is that the Directors directly monitor all payments
and transactions, as well as budgets and annual accounts. Such
system provides reasonable but not absolute assurance of the
safeguarding of assets, the maintenance of proper accounting
records and the reliability of financial information. The Board,
advised by the audit committee, has not considered it appropriate
to establish an internal audit function at present because of the
Group’s limited operations. The Board has reviewed the
effectiveness of the system of internal control as described during
the period.
There are no significant issues disclosed in the Strategic
Report and Financial Statements for the year to 31 March 2022 and up to the date of approval of
the Annual Report that have required the Board to deal with any
related material internal control issues.
Remuneration – non-executive directors
The non-executive directors did not receive cash compensation
during the year ended 31 March 2022
however following a Board review of non-executive remuneration it
was decided to (a) grant options over shares to non-executive
directors as incentives and partial compensation for their services
on 4 August 2022 and (b) to begin
payments of fees to each non-executive director at the rate of
£1,000 per quarter from 1 July
2022.
The Board is satisfied that the grant of incentive options to
Directors in lieu of cash compensation is appropriate given the
Company’s stage of development and is aligned with shareholders’
interests and expectations that a high proportion of available
funds are allocated to exploration.
Risks and uncertainties
Mineral exploration and mine development are a high-risk
speculative business, and the ultimate success of Anglesey Mining
will be dependent on the successful development of a mine at Parys
Mountain, which is itself subject to numerous significant
risks.
The significant risks facing the Group are summarised and
discussed in the Strategic Report and the “Going-concern” risk is
discussed in detail in the Directors Report. Management of those
risks is the responsibility of the Board of Directors which
considers it is sufficiently close to the Group’s operations and
aware of its activities to be able to adequately monitor risks
within its control without the establishment of any further formal
processes.
There is no assurance the Company can maintain the services of
its directors or recruit other qualified personnel to serve as
directors. The loss of the services of any of the current directors
could have a material adverse effect on the Group and its
prospects.
Directors’ appointment and attendance at Board and committee
meetings
During the year ended 31 March
2022 a majority of Board and committee meetings were held by
telephone or video conference due to Covid restrictions and
attendance at meetings was as follows:
|
|
|
Meetings |
Director |
Date
appointed |
|
Board |
Audit |
Remuneration |
Nomination |
Total
number of meetings: |
|
9 |
4 |
2 |
2 |
John Kearney |
10 November 1994 |
|
8 |
|
2 |
2 |
Bill Hooley |
10 January 2006 |
|
9 |
|
|
|
Jo Battershill |
1 August 2021 |
|
8 of
8 |
|
|
|
Danesh Varma |
15 November 1994 |
|
9 |
|
|
|
Howard Miller |
20 September 2001 |
|
9 |
4 |
2 |
2 |
Andrew King |
20 December 2021 |
|
2 of
3 |
|
|
|
Namrata Verma |
20 December 2021 |
|
3 of
3 |
|
|
|
All directors are invited to attend the meetings of the Audit
Committee and meet with the auditors
Bill Hooley was the Chief
Executive until 31 July 2021. He was
subsequently appointed as Deputy Chairman and remained so until his
death in June 2022.
Jonathan (Jo) Battershill was
appointed as the Chief Executive and as a director on 1 August 2021.
Danesh Varma is Finance Director
and the Company Secretary.
Corporate Governance Compliance
Review
Anglesey has been listed on the London Stock Exchange since 1988
and throughout that time has been in compliance with all the
listing rules and policies of the LSE. As the company had a premium
listing, for the past two years it applied and reported on the 2018
UK Corporate Governance Code.
Anglesey believes that throughout the year, it generally
complied with the spirit of the principles of the 2018 UK Corporate
Governance Code, to the extent such principles are applicable in
Anglesey’s particular situation and having regard to the size and
resources of the Group. However, some of the principles and many of
the provisions are not applicable to the individual circumstance of
Anglesey Mining.
Specifically, for example, the company is not in compliance with
the provisions of the Code that require “at least half” of the
Board to be independent non-executive directors, as until
December 2021 when two new
independent non-executive directors were appointed, the directors
in office year had served for more than nine years and the Chairman
has held that role for 27 years. In addition, the company has
awarded share options to non-executive directors, which again is
not in compliance with the provisions of the Code, as one of the
few effective and economical ways available to the Company to
provide some compensation to the Directors
The Directors recognise the importance of sound corporate
governance and, upon the move to AIM adopted the QCA Corporate
Governance Code published by the Quoted Companies Alliance (the
“QCA Code”), to the extent applicable, as they consider it
more appropriate than the 2018 UK Corporate Governance Code, having
regard to the company’s size, resources and stage of
development
The QCA Code sets out 10 principles listed below, and the
following compliance report explains broadly how Anglesey seeks to
apply these principles:
Establish a strategy and business model which promote long-term
value for shareholders
Anglesey’s purpose is the development of a modern mine at Parys
Mountain, in an environmentally, socially, and ethically
responsible manner, producing copper, zinc, lead, gold and silver
to create value for shareholders and for the benefit of all
stakeholders. Parys Mountain was the largest copper mine in the UK,
and one of the largest copper mines in the world in the 18th
century.
Today, amidst the growing recognition that metals and minerals
are essential for addressing climate change and adapting to a green
economy, the Parys Mountain property hosts the largest known
deposits of copper, zinc and lead in the UK. The Board
believes that the Parys Mountain property provides an opportunity
to develop a sustainable long-term modern mining operation and
business, producing the very minerals that are essential for
electrification, energy storage and extending product lifespan,
copper, lead and zinc.
In 2021 a new independent Preliminary Economic Assessment of the
Parys Mountain project was prepared by Micon International Limited
which demonstrates the potential for a viable mine development and
a healthy financial rate of return. Further details on the
progress in the development of the Parys Mountain Project during
the year are provided in the Chairman’s Statement and in the
Strategic Report.
The Group also has two other smaller investments, in
Canada and in Sweden, both in iron ore, and interestingly
both seeking to breathe renewed life into former world class
projects. Iron ore produced from the Schefferville mines in Labrador fuelled the US steel industry for 30
years after World War Two and Grangesberg was once the largest iron
mine in Sweden. As discussed in
the Strategic Report, notable progress was reported on these
investments during the past year.
Seek to understand and meet shareholder needs and
expectations
The Board of Directors is committed to maintaining good
communications and having constructive dialogue with its
shareholders. Shareholders have the opportunity to discuss issues
and provide feedback at any time. Shareholders have access to
current information on the Company through its website and through
direct contact with the directors by telephone or email. All
shareholders will be encouraged to attend the Annual General
Meeting (subject to COVID guidelines and/or restrictions).
Take into account wider stakeholder and social responsibilities
and their implications for long-term success
Anglesey Mining is committed to high standards of corporate
social responsibility. Health, safety, and environmental protection
are core values. Anglesey seeks to ensure open and transparent
communication with all stakeholders including landowners,
neighbours, communities, and regional and national authorities.
In considering strategy and in making decisions, the Board takes
into account its wider stakeholder and social responsibilities and
the implications for the long term and seeks to proactively engage
key stakeholders on sustainable development challenges and
opportunities in an open and transparent manner. Further details of
the actions of the Directors to promote the success of the Group
are included in the Directors Section 172 Statement which is
included as part of the Strategic Report.
Development of a new mine at Parys Mountain can deliver economic
growth in the UK, regional jobs and business opportunities for
local service providers. The spin-off effects of mine development
would be significant. The minerals that would be mined at Parys
Mountain are those that are necessary for the modern world, copper
in electronics, zinc in construction and medicine, and lead is
required for large electric battery storage. None of these
important and essential metals are currently produced in the
UK.
Embed effective risk management, considering both opportunities
and threats, throughout the organisation
The Board is responsible for the ongoing review and management
of risks that could affect the enterprise. Mineral exploration and
mine development are a high-risk speculative business, and the
ultimate success of Anglesey Mining will be dependent on the
successful development of a mine at Parys Mountain, which is itself
subject to numerous significant risks. Management of those risks is
the responsibility of the Board and often requires the application
of judgement based on experience.
The significant risks facing the Company are summarised and
discussed in the Strategic Report and the “Going-concern” risk is
discussed in detail in the Directors Report. Management of those
risks is the responsibility of the Board. A system of checks and
balances is in place and all material decisions must be approved by
the Board which considers it is sufficiently close to the Group’s
operations and aware of its activities to be able to adequately
monitor risks within the Company’s control without the
establishment of any further formal processes.
The major risks are outside the control of the Board. They
include risks of nature (the minerals, the orebody, the geological
strata and operating conditions), risks of the market (world-wide
demand and supply of metals) and risk of investor interest.
Maintain the board as a well-functioning, balanced team led by
the chair
The Board believes that its current members reflect, among other
attributes, experience, knowledge, expertise, judgement, character
diversity and integrity. The directors have a broad diversity,
including nationality, ethnicity, race, national origin, gender and
other elements of identity. One of the current directors is a
woman. The Board believes that having directors with diverse
backgrounds and experiences enable the Board to consider issues
from different perspectives and enhances effective strategic
planning and decision making.
The Directors believe that there are appropriate divisions of
responsibilities within the Board and its committees and between
the Board and the executive directors. There is no mandatory
retirement age for directors as the Directors believe their
extensive experience outweighs their long service and other
issues.
The Board supports a corporate culture focused on inclusion and
gender diversity, and this is an important consideration is
recruitment of new directors, but there are no formal policies in
effect regarding these provisions. The Board has not adopted a
specific target for women on the Board as it does not believe that
any director should be chosen largely or solely because of gender,
rather it believes that the interests of shareholders are best
served by ensuring that directors are identified from the widest
possible group of potentially interested candidates.
John Kearney is the Chairman, a
role he has held since 1994. He was formerly also Chief Executive,
a role he relinquished in 2006. The Board has determined that by
continuing as Chairman, John Kearney
has provided clear and consistent leadership on critical strategic
objectives and has provided consistent oversight and direction. Mr
Kearney’s track record over 40 years in the minerals industry in a
variety of leadership positions, strongly supports the Board’s
conclusion that the shareholders are well served with him leading
Anglesey Mining as its Chairman.
Howard Miller is the lead
director and provides a sounding board to the Chairman.
Ensure that between them the directors have the necessary
up-to-date experience, skills and capabilities
The Board currently consists of six directors, three of whom are
considered independent. The members come from a variety of
professional backgrounds, and collectively have a wide range of
managerial, technical, financial, and legal skills, based on both
qualifications and experience, including mineral process
engineering, accounting, legal, financial and of capital markets.
Collectively they possess significant relevant management skills,
as well as long experience of having served as directors of
numerous other public companies, in several international
jurisdictions.
The Board is responsible for establishing qualifications
and skills necessary for effective management, including factors
such as professional experience, particular areas of expertise,
personal character, potential conflicts of interest, diversity and
other commitments.
The Chairman has many years of experience as chairman or
director of numerous public mining or exploration companies. The
Directors are satisfied that there is an appropriate balance of
experience and qualifications to carry out the Board’s
responsibilities effectively, given the current status and stage of
development.
Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement
There are no formal policies in effect in respect of measurable
objectives of performance and there has been no formal annual
evaluation of the performance of the Board, its committees or the
individual directors. The Board of Directors reviews on an ongoing
informal basis the effectiveness and performance of the Board as a
whole and the effectiveness and contribution of individual
directors. Each year when providing notice of the Annual Meeting,
the Board considers its appropriate size and composition to
properly administer the affairs of the Group. The Directors have
not to date taken outside advice in reviewing performance.
The Board is satisfied that each of the Directors commits
sufficient time to the business of the Group and contributes
materially to the governance and operations of the Group. The Board
is satisfied that it is highly effective and is comprised of a
small but strong team with a breadth of skills, experiences and
perspectives.
Promote a corporate culture that is based on ethical values and
behaviour
The Board is committed to high standards of corporate
governance, integrity, and social responsibility and to managing
operations in an honest and ethical manner.
Certain of the Directors do serve as directors and/or officers
of, or have significant shareholdings in, other companies involved
in natural resource exploration and development and consequently
there exists the possibility for such Directors to be in a position
of conflict. Directors are expected to adhere to all legal
requirements in respect of any transaction or agreement in which
they may have a material interest. Directors who have an interest
in a transaction or agreement with the Company must promptly
disclose that interest at any meeting of the Board at which the
transaction or agreement will be discussed and abstain from
discussions and voting so that the remaining directors may properly
exercise independent judgment. The Board values the participation
of directors on the boards of other companies in the mineral
industry as this provides exposure to developments and other
opportunities which are useful to enhance the experience of the
Directors and are potentially beneficial to the Group.
Maintain governance structures and processes that are fit for
purpose and support good decision-making
The Board has overall responsibility for all aspects of the
business and affairs of the enterprise and has an active engaged
role in all decision making. The Board approves strategy and
expenditure plans and regularly reviews operational and financial
performance, risk management, and health, safety, environmental and
community matters. The Chairman has overall responsibility for
corporate governance matters.
Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other relevant
stakeholders
The Board recognises the importance of open and transparent
communication with the shareholders and with all stakeholders,
including landowners, communities, and regional and national
authorities.
Shareholders have access to current information on our
activities primarily though the annual and half year Reports which
are sent to shareholders. Further information is available on the
website, www.angleseymining.co.uk, which is updated whenever
announcements or press releases are made.
In addition, all shareholders are encouraged to attend the
Annual General Meeting where this is permitted. Presentations on
our activities are made at the AGM and at various industry and
investor events and discussions are held with shareholders at or
after each of these occasions.
The Chairman, Chief Executive and Finance Director make
themselves available to substantial shareholders regularly to
understand their views on important topics. Shareholders have the
opportunity to discuss issues and provide feedback at any time
through direct contact with the Directors by telephone or email.
Every effort is made to reply promptly and effectively to
appropriate questions and concerns from shareholders on matters
relating to business operations or their shareholdings.
All significant concerns and complaints regarding business
performance or governance matters are evaluated and reported to the
Board of Directors, as appropriate. Communications considered to be
advertisements or sales material, or other types of ‘junk’
messages, unrelated to the responsibilities of the Board, are
discarded without further action. As a matter of policy, the
Directors do not participate in internet or on-line chat rooms.
Audit Committee report
Howard Miller was the only member
of the audit committee until 18 January
2022 when Namrata Verma and
Andrew King who had recently joined
the board as non-executive directors were appointed. All of the
committee members have extensive mineral industry experience and
the necessary recent and relevant experience required by the Code.
The committee’s terms of reference have been approved by the Board
and follow published guidelines. The audit committee’s primary
responsibilities are to establish and monitor the Group’s financial
risk management systems with particular reference to internal
control systems and to ensure that financial statements and other
financial communications are properly prepared.
Financial statements and internal control
The Audit Committee reviews the half-yearly and annual accounts
before they are presented to the board, focusing in particular on
accounting policies and areas of management judgement and
estimation. The committee ensures that the judgements made in
applying accounting policies and key sources of estimation
uncertainty are properly disclosed and discussed at the end of note
2 to the accounts and has nothing further to report in respect of
them.
The Audit Committee is responsible for monitoring the controls
which are in place to ensure the information reported to the
shareholders, taken as a whole, is fair, balanced and
understandable and provides the information necessary to give a
true and fair view of the assets, liabilities and financial
position of the Group.
The Audit Committee also considers internal control and risk
management issues and contributes to the Board’s review of the
effectiveness of the systems and procedures for financial
reporting, internal control and risk management and to the
disclosure and explanation of the risks faced by the Group. These
are set out in the Strategic Report.
The Committee notes that the consolidation schedules have been
prepared under the direction of the Finance Director and is
satisfied that, given the stage of development of the business, and
the involvement of the Board in all material decisions, no further
internal controls over this process are required.
Internal and external audits
The Audit Committee considered the need for an internal audit
function, which it believes is not required at present due to the
limited operations being undertaken. The Committee is available
should any personnel wish to make representations to the committee
about the conduct of the affairs of the Group.
The Audit Committee oversees the relationship with the external
auditor and meets with the external auditors to review the planning
and scope of the audit and identify key audit matters, and again
before approving the financial statements, to review the nature,
scope and effectiveness of the audit, and the results of the audit
and discuss any issues which may arise from the audit.
The Committee monitors the performance of the external auditor
and advises the Board on the appointment of external auditors and
on their remuneration for both audit and non-audit work. The
Committee also reviews the effectiveness of the external auditor by
enquiries and discussions with the staff involved in the audit and
with the finance director.
The Audit Committee also undertakes a formal assessment of the
auditor’s independence each year which includes: a review of any
non-audit services provided; discussion with the auditor of all
relationships with the Company and any other parties that could
affect independence or the perception of independence; a review of
the auditor’s own procedures for ensuring the independence of the
audit firm and partners and staff involved in the audit, including
the regular rotation of the audit partner and obtaining
confirmation from the audit partner that, in his/her professional
judgement, he/she is independent. An analysis of the fee payable to
the external audit firm in respect of both audit and non-audit
services during the year is set out in note 4 to the financial
statements.
In the early part of 2022 as the planned move to AIM was being
finalised the audit committee agreed with Mazars, auditors between
2008 and 2021, that it would be appropriate to undertake a formal
auditor review and engagement process. Four firms, including
Mazars, were invited to submit proposals and from these UHY
Farrelly Dawe White in Dublin,
Ireland were selected and formally appointed on 13 May 2022.
Signed by Andrew King and
Namrata Verma on behalf of
Howard Miller who is indisposed
Audit committee members
7 September 2022
Independent auditor’s report to the members of Anglesey Mining
plc
Opinion
We have audited the financial statements of Anglesey Mining plc
(the ‘parent company’) and its subsidiaries (the ‘group’) for the
year ended 31 March 2022 which
comprise the Group Income Statement, the Group Statement of
Comprehensive Income, the Group and Company Statements of Financial
Position, the Group and Company Statements of Changes in Equity,
the Group and Company Statements of Cash Flows and notes to the
financial statements, including a summary of significant accounting
policies.
The financial reporting framework that has been applied in their
preparation is applicable law and UK adopted International
Financial Reporting Standards in conformity with the Companies Act
2006 and, as regards the parent company financial statements, as
applied in accordance with the provisions of the Companies Act 2006
and, as regards the group financial statements, UK adopted
International Financial Reporting Standards.
In our opinion, the financial statements have been prepared in
accordance with the requirements of the Companies Act 2006 and:
- give a true and fair view of the state of the group’s and of
the parent company’s affairs as at 31 March
2022 and of the group’s loss for the year then ended;
- the group financial statements have been properly prepared in
accordance with UK adopted International Financial Reporting
Standards in conformity with the requirements of the Companies Act
2006; and
- the parent company financial statements have been properly
prepared in accordance with UK adopted International Financial
Reporting Standards in conformity with the requirements of the
Companies Act 2006, as applied in accordance with the provisions of
the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
“Auditor’s responsibilities for the audit of the financial
statements” section of our report. We are independent of the group
and the parent company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the
UK, including the FRC’s Ethical Standard as applied to listed
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty related to going concern
In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
We draw attention to Note 2 of the financial statements,
concerning the applicability of the going concern basis of
preparation. As detailed in the financial statements and the
Strategic Report, the group and the parent company are not
generating revenue and are in the process of advancing the Parys
Mountain mining project towards development. The business model
requires generation of additional financial resources to progress
the ongoing development of the Parys Mountain project.
At 31 March 2022 the group and
parent company had net current assets of £613k and £699k
respectively and cash and cash equivalents of £922k and £921k
respectively. During the year, the parent company issued shares
with net proceeds of £738,230 and a further £864,416 gross cash was
raised in May 2022 through a share
placement. The directors consider that these cash reserves are
sufficient to support the group’s and the parent company’s on-going
non-project related expenditure on a status quo basis for the next
12 months.
In Note 2, the directors explain that:
- to date, the group and parent company have relied primarily on
equity financings to fund its working capital requirements and may
be required to do so in the future to ensure the group will have
adequate funds for its current activities and to continue as a
going concern;
- the group will need to generate additional financial resources
to progress the ongoing development of the Parys Mountain project
and will require interim funding to finance the further studies,
optimisation and feasibility programmes and, in the longer term,
senior financing to fund the capital and development costs to put
the Parys Mountain Mine into production.
- the directors are actively pursuing various financing options
and are in discussions with a range of investors regarding
proposals for financing. Whilst these discussions continue, the
directors have reasonable expectations that these financing
discussions will be successful and therefore the financial
statements have been prepared on the going concern basis.
Nevertheless, there is a risk that adequate additional funding may
not be available on a timely basis or on acceptable terms to move
the Parys Mountain project through to its full potential and there
is no guarantee that such funding will be available, or that the
Group will be successful in raising the necessary investment to
advance the development of the project and put a mine at the Parys
Mountain property into production.
As stated in Note 2, these events or conditions indicate that a
material uncertainty exists that may cast significant doubt on the
group’s and the parent company’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Our audit procedures to evaluate the directors’ assessment of
the group’s and the parent company's ability to continue to adopt
the going concern basis of accounting included but were not limited
to:
- Undertaking an initial assessment at the planning stage of the
audit to identify events or conditions that may cast significant
doubt on the group’s and the parent company’s ability to continue
as a going concern;
- Making enquiries of the directors to understand the period of
assessment considered by them, their plans for group and company
going forward and ensuring that these have been incorporated into
their financial projections, the assumptions they considered and
the implication of those assumptions when assessing the group’s and
the parent company’s future financial performance;
- Assessing the likelihood of management’s ability to raise
additional finance by obtaining a letter of support from Juno
Limited and by considering the funding raised historically;
- Assessing the transparency, completeness, and accuracy of the
matters covered in the going concern disclosure by evaluation of
management’s cash flow projections for the forecast period and the
underlying assumptions;
- Considering the results of our audit of the valuation of the
intangible asset to determine whether limited headroom or
impairment would have the potential to deter future investment;
and
- Evaluating the appropriateness of the directors’ disclosures in
the financial statements relating to going concern.
In relation to the group’s and the parent company’s reporting on
how it has applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the
directors’:
- statement in the financial statements about whether the
directors considered it appropriate to adopt the going concern
basis of accounting; and
- identification in the financial statements of any material
uncertainties related to the group’s and the parent company’s
ability to continue as a going concern over a period of at least
twelve months from the date of approval of the financial
statements.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
We summarise below the key audit matters in forming our audit
opinion above, together with an overview of the principal audit
procedures performed to address each matter and key observations
arising from those procedures. The matters set out below are in
addition to the “Material uncertainty related to going concern”
above which, by its nature, is also a key audit matter.
These matters, together with our findings, were communicated to
those charged with governance through our Audit Completion
Report.
Key audit matter |
How our audit addressed key audit
matters |
Carrying value of
Parys Mountain exploration and evaluation asset (E&E) -
(group)
The group’s accounting policy in respect of its exploration and
evaluation asset is set out under “mineral property exploration and
evaluation costs” and its accounting policy in respect of
impairment is set out under “impairment of tangible and intangible
assets” in Note 2 to the financial statements.
The Group holds rights to explore and mine the Parys Mountain site.
At 31 March 2022 the balance sheet includes an E&E asset of
£15.7m. In January 2021, the group received a Preliminary
Economic Assessment report (PEA) prepared by Micon International
Limited that built on earlier scoping and optimisation studies. The
Group has yet to move to the development stage of the Parys
Mountain project and will need to raise additional funding to move
towards production.
Management have assessed the E&E asset for impairment
indicators under IFRS6 and concluded that no triggers existed at
the year-end. Determining whether impairment indicators exist
involves significant judgement by management, including considering
specific impairment indicators prescribed in IFRS 6.
There is a risk that if unidentified impairment indicators exist,
the carrying value of the E&E asset may not be fully
recoverable. |
Our audit procedures
included, but were not limited to:
· Evaluating whether, under IFRS 6 Exploration
for and Evaluation of Mineral Assets, the asset is
appropriately determined as an E&E asset;
· Reviewing and challenging management’s
assessment with respect to indicators of impairment under IFRS
6;
· Reviewing the PEA report prepared by Micon
International Limited to assess whether it supports management’s
assertions in their analysis;
· Assessing Micon International Limited’s
independence, objectivity and competency to act as management’s
expert; and
· Evaluating whether the relevant disclosures in
the financial statements are reasonable.
Key observations
Based on the work performed, nothing has come to our attention
which suggests that there were unidentified indicators for
impairment not considered by the management. |
Valuation of
investment in the subsidiary Parys Mountain Mines Limited (PMM) -
(parent company only)
The group’s accounting policies in respect of investments and
impairment of investments are set out under “investments” and
“impairment of investments” in Note 2 to the financial
statements.
The primary asset within PMM is the E&E asset discussed
above. There is a risk that if there are any unidentified
impairment indicators that would impact the carrying value of the
E&E asset these may also impact the carrying value in the
parent company of its investment in PMM. |
Our audit procedures
included, but were not limited to:
· Considering the results of the assessment for
impairment indicators on the E&E asset detailed above;
and
· Evaluating whether the relevant disclosures in
the financial statements are reasonable.
Key observations
Based on the work performed, nothing has come to our attention
which suggests that there were unidentified indicators for
impairment not considered by the management |
Valuation of
investment in Labrador Iron Mines Holdings Limited (LIM) -
(group)
The group’s accounting policies in respect of investments and
impairment of investments are set out under “investments” and
“impairment of investments” in Note 2 to the financial
statements.
Under the accounting policy, financial assets classified and
measured at fair value through other comprehensive income (FVOCI)
comprise equity securities which are not held for trading and which
the group has irrevocably elected at initial recognition to
recognise in this category.
The group has a 12% investment in LIM, a Canadian company with
shares traded on the OTC market in the United States, which holds
the Labrador iron ore properties.
The group’s investment in LIM is carried FVOCI. In recent years,
based on the director’s assessment, the investment in LIM had been
carried at a value of £1, reflecting the directors’ view that the
value of LIM was uncertain.
At 31 March 2021 the directors assessed the fair value of the
investment in LIM at £4m (being measured by the closing share price
on 31 March 2021) resulting in a gain reported through other
comprehensive income, which had been based on improved iron ore
prices and an optimistic PEA report which had resulted in stronger
market interest in LIM with a significant increase in its share
price at that time. The directors have assessed the fair
value of LIM as being measured by the closing share price at 31
March 2022, which has resulted in a loss in value through other
comprehensive income of £2.1m.
There is a risk that the fair value of investment in LIM is not
stated in line with IFRS 9 requirements. |
Our audit procedures
included, but were not limited to:
· Reviewing and challenging management’s
assessment of fair value, including:
o Independent check of LIM’s share price at 31 March
2022;
o Review of the latest financial statements of LIM; and
o Check for any other internal or external indicators of
impairment to the investment that contradicts the fair value at
year-end.
· Evaluation of the trading of LIM’s shares on
the OTC market to assess whether it constitutes an active market
sufficient to determine fair value under IFRS 9.
Key observations
Based on the work performed, nothing has come to our attention that
suggests that the fair value of LIM is not appropriately
stated. |
Our application of materiality and an overview of the scope of
our audit
The scope and focus of our audit was influenced by our
application of materiality. We apply the concept of materiality
both in planning and performing our audit, and in evaluating the
effect of misstatements on our audit and on the financial
statements. We define financial statement materiality to be the
magnitude by which misstatements, including omissions, could
reasonably be expected to influence the economic decisions taken on
the basis of the financial statements by reasonable users.
In order to reduce to an appropriately low level the probability
that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent
of testing needed. Importantly, misstatements below these levels
will not necessarily be evaluated as immaterial as we also take
account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Group
Overall materiality |
£286,407 |
How we determined it |
2% of group’s net assets |
Rationale
for benchmark applied |
The group’s net assets
represent shareholders’ funds and we have determined this measure
to be the principal benchmark within the financial statements
relevant to shareholders, as the group does not generate revenue
and is in pre-production phase. |
Performance materiality & specific materiality |
Performance materiality is set as 60% of overall materiality, being
£171,844.
Specific materiality of £57,281 is used for the audit of the Group
Income Statement. |
Reporting threshold |
5% of financial statement
materiality, being £14,320. |
Parent company
Overall materiality |
£232,826 |
How we determined it |
2% of the parent company’s net
assets |
Rationale for benchmark
applied |
We considered net assets to be the
most appropriate benchmark, as the parent company is non-trading
and holds mainly subsidiary investments. |
Performance materiality |
Performance materiality is set at
60% of overall materiality, being £139,695. |
Reporting threshold |
5% of financial statement
materiality, being £11,641. |
We agreed with the Audit Committee that we would report to them
all individual misstatements in excess of £14,000 identified during
the audit, as well as differences below that threshold that in our
view, warrant reporting on qualitative grounds. We also report to
the Audit Committee on disclosure matters that we identified when
assessing the overall presentation of the financial statements.
As part of designing our audit, we assessed the risk of material
misstatement in the financial statements, whether due to fraud or
error, and then designed and performed audit procedures in response
to those risks. In particular, we looked at where the directors
made subjective judgements such as making assumptions on
significant accounting estimates.
We tailored the scope of our audit to ensure that we performed
sufficient work to be able to give an opinion on the financial
statements as a whole. We used the outputs of a risk assessment,
our understanding of the group and the parent company, their
environment, controls and critical business processes, to consider
qualitative factors in order to ensure that we obtained sufficient
coverage across all financial statement line items.
Our group audit scope included an audit of the group and parent
company financial statements of Anglesey Mining plc. Based on our
risk assessment, all entities within the group were subject to full
scope audit and was performed by the group audit team.
At the parent level we also tested the consolidation process and
carried out analytical procedures to confirm our conclusion that
there were no significant risks of material misstatement of the
aggregated financial information.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report other than the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, the part of the directors’ remuneration report
to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
- the information given in the Strategic Report and the
Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial statements
and those reports have been prepared in accordance with applicable
legal requirements;
- the information about internal control and risk management
systems in relation to financial reporting processes and about
share capital structures, given in compliance with rules 7.2.5 and
7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook
made by the Financial Conduct Authority (the FCA Rules), is
consistent with the financial statements and has been prepared in
accordance with applicable legal requirements; and
- information about the parent company’s corporate governance
code and practices and about its administrative, management and
supervisory bodies and their committees complies with rules 7.2.2,
7.2.3 and 7.2.7 of the FCA Rules.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the group and the
parent company and their environment obtained in the course of the
audit, we have not identified material misstatements in:
- the Strategic Report or the Directors’ Report; or
- the information about internal control and risk management
systems in relation to financial reporting processes and about
share capital structures, given in compliance with rules 7.2.5 and
7.2.6 of the FCA Rules.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
- the parent company financial statements and the part of the
directors’ remuneration report to be audited are not in agreement
with the accounting records and returns; or
- certain disclosures of directors’ remuneration specified by law
are not made; or
- we have not received all the information and explanations we
require for our audit; or
- a corporate governance statement has not been prepared by the
parent company.
Corporate governance statement
The Listing Rules require us to review the directors' statement
in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to Anglesey Mining
plc's compliance with the provisions of the UK Corporate Governance
Code specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
- Directors' statement with regards the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified set out on pages 21;
- Directors’ explanation as to its assessment of the entity’s
prospects, the period this assessment covers and why the period is
appropriate set out on page 16;
- Directors' statement on fair, balanced and understandable set
out on page 22;
- Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on pages 15
and 16;
- The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set
out on page 27 and 29 to 31 and;
- The section describing the work of the audit committee set out
on pages 26 and 32.
Responsibilities of Directors
As explained more fully in the directors’ responsibilities
statement set out on page 19, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group’s and the parent company’s
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the
group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below.
Based on our understanding of the group and the parent company
and their industry, we identified that the principal risks of
non-compliance with laws and regulations related to employment law,
general data protection regulation, health and safety regulation,
local legislation in places of operations, extractive industries
transparency initiative and anti-bribery, and we considered the
extent to which non-compliance might have a material effect on the
financial statements.
In identifying and assessing risks of material misstatement in
respect to irregularities including non-compliance with laws and
regulations, our procedures included but were not limited to:
- At the planning stage of our audit, gaining an understanding of
the legal and regulatory framework applicable to the group and
parent company, the structure of the group, the industry in which
they operate and considered the risk of acts by the group and the
parent company which were contrary to the applicable laws and
regulations;
- Discussing with the directors and management the policies and
procedures in place regarding compliance with laws and
regulations;
- Discussing amongst the engagement team the identified laws and
regulations, and remaining alert to any indications of
non-compliance; and
- During the audit, focusing on areas of laws and regulations
that could reasonably be expected to have a material effect on the
financial statements from our general commercial and sector
experience and through discussions with the directors (as required
by auditing standards), from inspection of the parent company’s and
group’s regulatory and legal correspondence and review of minutes
of directors’ meetings in the year. We also considered those other
laws and regulations that have a direct impact on the preparation
of financial statements, such as the Companies Act 2006 and FCA
rules.
Our procedures in relation to fraud included but were not
limited to:
- Making enquiries of the directors and management on whether
they had knowledge of any actual, suspected or alleged fraud;
- Gaining an understanding of the internal controls established
to mitigate risks related to fraud;
- Discussing amongst the engagement team the risks of fraud such
as opportunities for fraudulent manipulation of financial
statements, and determined that the principal risks were related to
posting manual journal entries to manipulate financial performance,
and management bias through judgements and assumptions in
significant accounting estimates, in particular in relation to the
identification of indicators of impairment to the exploration and
evaluation asset, assessment of the fair value of investment in the
subsidiary Parys Mountain Mines Limited and assessment of the fair
value of investment in entities that are not subsidiaries; and
- Addressing the risks of fraud through management override of
controls by performing journal entry testing.
The primary responsibility for the prevention and detection of
irregularities including fraud rests with both those charged with
governance and management. As with any audit, there remained a risk
of non-detection of irregularities, as these may involve collusion,
forgery, intentional omissions, misrepresentations or the override
of internal controls.
The risks of material misstatement that had the greatest effect
on our audit, whether due to fraud or error, are discussed under
“Key audit matters” within this report.
A further description of our responsibilities is available on
the Financial Reporting Council’s website at
www.frc.org.uk/auditorsresponsibilities.
Other matters which we are required to address
Following the recommendation of the audit committee, we were
appointed by the Board of Directors on 13
May 2022 to audit the financial statements for the year
ended 31 March 2022.
The non-audit services prohibited by the FRC’s Ethical Standard
were not provided to the group or the parent company and we remain
independent of the group and the parent company in conducting our
audit.
Our audit opinion is consistent with the additional report to
the audit committee.
Use of the audit report
This report is made solely to the parent company’s members as a
body in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to
the parent company’s members those matters we are required to state
to them in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the parent company and the
parent company’s members as a body for our audit work, for this
report, or for the opinions we have formed.
Signed by
Michael
Bellew (Senior Statutory Auditor)
for and on behalf of UHY Farrelly Dawe
White Limited
Registered Auditors & Accountants
FDW House, Blackthorn Business
Park,
Coe’s Road, Dundalk,
Co. Louth,
Ireland.
A91 RW26
7 September 2022
Group income statement
All attributable to equity holders of the company
|
. |
Notes |
Year
ended 31 March 2022 |
Year
ended 31 March 2021 |
|
All
operations are continuing |
|
£ |
£ |
|
|
Revenue |
|
- |
- |
|
|
Expenses |
|
(528,045) |
(162,824) |
|
|
Investment
income |
6 |
24 |
39 |
|
|
Finance
costs |
7 |
(165,248) |
(165,702) |
|
|
Foreign exchange
movement |
|
27 |
(31) |
|
|
|
|
|
|
|
Loss before tax |
4 |
(693,242) |
(328,518) |
|
|
|
|
|
|
|
|
Taxation |
8 |
- |
- |
|
|
|
|
|
|
|
Loss for the period |
|
(693,242) |
(328,518) |
|
|
|
|
|
|
|
|
Loss per
share |
|
|
|
|
|
Basic - pence
per share |
9 |
(0.3)p |
(0.2)p |
|
|
Diluted - pence
per share |
9 |
(0.3)p |
(0.2)p |
|
|
|
|
|
|
|
Group statement of comprehensive
income
Loss for the period |
|
(693,242) |
(328,518) |
|
|
Other comprehensive
income |
|
|
|
|
|
Items
that may subsequently be reclassified to profit or loss: |
|
|
|
|
Change in fair value
of investment |
14 |
(2,139,322) |
4,053,506 |
|
|
Foreign currency
translation reserve |
|
5,607 |
(10,067) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive (loss)/profit for the period |
(2,826,957) |
3,714,921 |
|
|
|
|
|
|
|
Group statement of financial
position
|
|
Notes |
31
March 2022 |
31
March 2021 |
|
|
|
£ |
£ |
Assets |
|
|
|
|
Non-current
assets |
|
|
|
|
Mineral property
exploration and evaluation |
10 |
15,711,703 |
15,317,293 |
|
Property, plant
and equipment |
11 |
204,687 |
204,687 |
|
Investments |
14 |
2,024,342 |
4,163,664 |
|
Deposit |
15 |
123,811 |
123,787 |
|
|
|
|
|
|
|
|
18,064,543 |
19,809,431 |
|
|
|
|
|
|
Current
assets |
|
|
|
|
Other
receivables |
|
57,123 |
31,381 |
|
Cash and cash
equivalents |
16 |
922,177 |
891,767 |
|
|
|
|
|
|
|
|
979,300 |
923,148 |
|
|
|
|
|
Total assets |
|
19,043,843 |
20,732,579 |
|
|
|
|
|
Liabilities |
|
|
|
|
Current
liabilities |
|
|
|
|
Trade and other
payables |
17 |
(366,418) |
(126,228) |
|
|
|
|
|
|
|
|
(366,418) |
(126,228) |
|
|
|
|
|
|
Net current
assets |
|
612,882 |
796,920 |
|
|
|
|
|
|
Non-current
liabilities |
|
|
|
|
Loans |
18 |
(4,307,095) |
(4,147,294) |
|
Long term
provision |
19 |
(50,000) |
(50,000) |
|
|
|
|
|
|
|
|
(4,357,095) |
(4,197,294) |
|
|
|
|
|
Total liabilities |
|
(4,723,513) |
(4,323,522) |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
14,320,330 |
16,409,057 |
|
|
|
|
|
Equity |
|
|
|
|
Share
capital |
20 |
7,991,541 |
7,765,591 |
|
Share
premium |
|
11,453,789 |
10,941,509 |
|
Currency
translation reserve |
|
(84,926) |
(90,533) |
|
Retained
losses |
|
(5,040,074) |
(2,207,510) |
|
|
|
|
|
|
|
|
|
|
Total
shareholders' funds |
|
14,320,330 |
16,409,057 |
|
|
|
|
|
The financial statements of Anglesey Mining plc which include
the notes to the accounts were approved
by the board of directors, authorised for issue on 7 September 2022 and signed on its behalf by:
John F. Kearney, Chairman
Danesh Varma, Finance
Director
Company statement of financial
position
|
|
|
31
March 2022 |
31
March 2021 |
|
|
|
Notes |
£ |
£ |
|
Assets |
|
|
|
|
|
Non-current
assets |
|
|
|
|
|
Investments |
13 |
14,911,173 |
14,576,869 |
|
|
|
|
|
|
|
|
|
|
14,911,173 |
14,576,869 |
|
|
|
|
|
|
|
|
Current
assets |
|
|
|
|
|
Other
receivables |
|
10,920 |
7,448 |
|
|
Cash and cash
equivalents |
16 |
921,043 |
883,463 |
|
|
|
|
|
|
|
|
|
|
931,963 |
890,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
15,843,136 |
15,467,780 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current
liabilities |
|
|
|
|
|
Trade and other
payables |
17 |
(232,596) |
(66,767) |
|
|
|
|
|
|
|
|
|
|
(232,596) |
(66,767) |
|
|
|
|
|
|
|
|
Net current
assets |
|
699,367 |
824,144 |
|
|
|
|
|
|
|
|
Non-current
liabilities |
|
|
|
|
|
Loan |
18 |
(3,969,256) |
(3,815,022) |
|
|
|
|
|
|
|
|
|
|
(3,969,256) |
(3,815,022) |
|
|
|
|
|
|
|
|
Total
liabilities |
|
(4,201,852) |
(3,881,789) |
|
|
|
|
|
|
|
Net assets |
|
11,641,284 |
11,585,991 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share
capital |
20 |
7,991,541 |
7,765,591 |
|
|
Share
premium |
|
11,453,789 |
10,941,509 |
|
|
Retained
losses |
|
(7,804,046) |
(7,121,109) |
|
|
|
|
|
|
|
Shareholders' equity |
|
11,641,284 |
11,585,991 |
|
|
|
|
|
|
|
The company reported a loss for the year ended 31 March 2022 of £682,937 (2021 - £313,717). The
financial statements
of Anglesey Mining plc registered number 1849957 which include the
notes to the accounts were approved by the
board of directors, authorised for issue on 7 September 2022 and signed on its behalf by:
John F. Kearney, Chairman
Danesh Varma, Finance
Director
Statements of changes in equity
All attributable to equity holders of the company.
|
Group |
Share
capital |
Share
premium |
Currency translation reserve |
Retained losses |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
|
Equity at 1
April 2020 |
7,380,591 |
10,258,309 |
(80,466) |
(5,932,498) |
11,625,936 |
|
|
|
|
|
|
|
|
Total
comprehensive loss for the year: |
|
|
|
|
|
|
Loss for the
year |
- |
- |
- |
(328,518) |
(328,518) |
|
|
|
|
- |
4,053,506 |
4,053,506 |
|
Exchange
difference on
translation of foreign holding |
- |
- |
(10,067) |
- |
(10,067) |
|
Total
comprehensive loss for the year |
- |
- |
(10,067) |
3,724,988 |
3,714,921 |
|
Transactions
with owners: |
|
|
|
|
|
|
Shares
issued |
385,000 |
770,000 |
- |
- |
1,155,000 |
|
Share isssue
expenses |
- |
(86,800) |
- |
- |
(86,800) |
|
|
|
|
|
|
|
|
Equity at 31
March 2021 |
7,765,591 |
10,941,509 |
(90,533) |
(2,207,510) |
16,409,057 |
|
|
|
|
|
|
|
|
Total
comprehensive loss for the year: |
|
|
|
|
|
|
Loss for the
year |
- |
- |
- |
(693,242) |
(693,242) |
|
Change in fair
value of investment |
- |
- |
- |
(2,139,322) |
(2,139,322) |
|
Exchange
difference on
translation of foreign holding |
- |
- |
5,607 |
- |
5,607 |
|
|
|
|
|
|
|
|
Total
comprehensive loss for the year |
- |
- |
5,607 |
(2,832,564) |
(2,826,957) |
|
Transactions
with owners: |
|
|
|
|
|
|
Shares
issued |
225,950 |
542,280 |
- |
- |
768,230 |
|
Share issue
expenses |
- |
(30,000) |
- |
- |
(30,000) |
|
|
|
|
|
|
|
|
Equity at 31
March 2022 |
7,991,541 |
11,453,789 |
(84,926) |
(5,040,074) |
14,320,330 |
|
|
|
|
|
|
|
|
Company |
|
Share
capital |
Share
premium |
Retained
losses |
Total |
|
|
|
£ |
£ |
£ |
£ |
|
Equity at 1
April 2020 |
|
7,380,591 |
10,258,309 |
(6,807,392) |
10,831,508 |
|
|
|
|
|
|
|
|
Total
comprehensive loss for the year: |
|
|
|
|
|
|
Loss for the
year |
|
- |
- |
(313,717) |
(313,717) |
|
|
|
|
|
|
|
|
Total
comprehensive loss for the year |
|
- |
- |
(313,717) |
(313,717) |
|
Transactions
with owners: |
|
|
|
|
|
|
Shares
issued |
|
385,000 |
770,000 |
- |
1,155,000 |
|
Share isssue
expenses |
|
- |
(86,800) |
- |
(86,800) |
|
|
|
|
|
|
|
|
Equity at 31
March 2021 |
|
7,765,591 |
10,941,509 |
(7,121,109) |
11,585,991 |
|
|
|
|
|
|
|
|
Total
comprehensive loss for the year: |
|
|
|
|
|
|
Loss for the
year |
|
- |
- |
(682,937) |
(682,937) |
|
|
|
|
|
|
|
|
Total
comprehensive loss for the year |
|
- |
- |
(682,937) |
(682,937) |
|
Transactions
with owners: |
|
|
|
|
|
|
Shares
issued |
|
225,950 |
542,280 |
- |
768,230 |
|
Share issue
expenses |
|
- |
(30,000) |
- |
(30,000) |
|
|
|
|
|
|
|
|
Equity at 31
March 2022 |
|
7,991,541 |
11,453,789 |
(7,804,046) |
11,641,284 |
|
|
|
|
|
|
|
Group statement of cash flows
|
|
Notes |
Year
ended 31 March 2022 |
Year
ended 31 March 2021 |
|
|
|
|
£ |
£ |
|
Operating activities |
|
|
|
|
|
Loss for the
period |
|
(693,242) |
(328,518) |
|
|
Adjustments
for: |
|
|
|
|
|
Investment
income |
6 |
(24) |
(39) |
|
|
Finance
costs |
7 |
165,248 |
165,702 |
|
|
Foreign exchange
movement |
|
(27) |
31 |
|
|
|
|
|
|
|
|
|
|
(528,045) |
(162,824) |
|
|
Movements in
working capital |
|
|
|
|
|
(Increase) in
receivables |
|
(25,742) |
(14,758) |
|
|
Increase in
payables |
|
165,620 |
3,539 |
|
|
|
|
|
|
|
Net
cash used in operating activities |
|
(388,167) |
(174,043) |
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
Mineral property
exploration and evaluation |
|
(319,680) |
(77,618) |
|
|
Investment |
|
- |
(20,052) |
|
|
|
|
|
|
|
Net
cash used in investing activities |
(319,680) |
(97,670) |
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
Issue of share
capital |
|
738,230 |
1,068,200 |
|
|
|
|
|
|
|
Net
cash generated from financing activities |
|
738,230 |
1,068,200 |
|
|
|
|
|
|
|
Net
increase in cash and cash equivalents |
30,383 |
796,487 |
|
Cash
and cash equivalents at start of period |
|
891,767 |
95,311 |
|
Foreign exchange movement |
|
27 |
(31) |
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
16 |
922,177 |
891,767 |
|
|
|
|
|
|
|
Company statement of cash flows
|
|
Notes |
Year
ended 31 March 2022 |
Year
ended 31 March 2021 |
|
|
|
£ |
£ |
Operating activities |
|
|
|
|
Loss for the
period |
22 |
(682,937) |
(313,717) |
|
Adjustments
for: |
|
|
|
|
Finance
costs |
|
154,234 |
154,234 |
|
|
|
|
|
|
|
|
(528,703) |
(159,483) |
|
Movements in
working capital |
|
|
|
|
(Increase) in
receivables |
|
(3,472) |
(1,488) |
|
Increase/(decrease) in payables |
|
165,829 |
(424) |
|
|
|
|
|
Net
cash used in operating activities |
|
(366,346) |
(161,395) |
|
|
|
|
|
Investing activities |
|
|
|
|
Investments and
long term loans |
|
(334,304) |
(116,227) |
|
|
|
|
|
Net
cash used in investing activities |
|
(334,304) |
(116,227) |
|
|
|
|
|
Financing activities |
|
|
|
|
Share issues net of
expenses |
|
738,230 |
1,068,200 |
|
|
|
|
|
Net
cash generated from financing activities |
|
738,230 |
1,068,200 |
|
|
|
|
|
Net
increase in cash and cash equivalents |
|
37,580 |
790,578 |
Cash
and cash equivalents at start of period |
|
883,463 |
92,885 |
|
|
|
|
|
Cash
and cash equivalents at end of period |
16 |
921,043 |
883,463 |
|
|
|
|
|
Notes to the Financial Statements
1
General
information
Anglesey Mining plc is domiciled and incorporated in
England and Wales under the Companies Act with
registration number 1849957. The nature of the group’s operations
and its principal activities are set out in note 3 and in the
strategic report. The registered office address is shown at the end
of this report.
These financial statements are presented in pounds sterling
because that is the currency of the primary economic environment in
which the group has been operating. Foreign operations are included
in accordance with the policies set out in note 2.
2
Significant
accounting policies
Basis of Accounting
The group and company financial statements have been prepared in
accordance with applicable law and international accounting
standards in conformity with the Companies Act 2006 and, as regards
the parent company financial statements, as applied in accordance
with the provisions of the Companies Act 2006, and as regards the
group financial statements, international financial reporting
standards adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union.
The financial statements have been prepared on the historical
cost basis except for the fair valuation of certain financial
assets. The principal accounting policies adopted are set out
below.
Going concern
The Directors have considered the business activities of the
Group as well as its principal risks and uncertainties as set out
in this report. When doing so they have carefully applied the
guidance given in the ‘Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting’ issued in
September 2014.
The financial statements are prepared on a going concern basis.
The validity of the going concern basis is dependent on finance
being available for the continuing working capital requirements for
the foreseeable future, being a period of at least twelve months
from the date of approval of the accounts. Based on the current
cash reserves, there is sufficient finance available for the
continuing working capital requirements on a status quo basis for
at least twelve months from the date of the financial
statements.
Looking to the period beyond the twelve months covered by
current cash resources the Group will need to generate additional
financial resources to progress the ongoing development of the
Parys Mountain project and will require interim funding to finance
the further studies, optimisation and feasibility programmes and,
in the longer term, senior financing to fund the capital and
development costs to put the Parys Mountain Mine into production.
The Group has relied primarily on equity financings to fund its
working capital requirements and will be required to do so in the
future to ensure there will be adequate funds for planned
activities and to continue as a going concern. Anglesey Mining plc
has operated for more than 30 years, in what at times have been
challenging economic and investment climates and has continued to
attract the necessary investment to continue as a going
concern.
The Directors are actively pursuing various options regarding
proposals for financing and are in discussions with a range of
investors. Whilst these discussions continue there are reasonable
expectations that these will be successful and therefore the
financial statements have been prepared on the going concern basis.
Nevertheless, there is a risk that adequate additional funding may
not be available on a timely basis or on acceptable terms to move
the Parys Mountain project through to its full potential and there
is no guarantee that such funding will be available, or that the
Group will be successful in raising the necessary investment to
advance the development of the project and put a mine at the Parys
Mountain property into production. Given the resources currently
available, there is a risk that there will not be sufficient
financial resources to fund all the planned programme
requirements.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the company and entities controlled by the company
(its subsidiaries) made up to 31 March each year. Control is
achieved 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.
On acquisition, the assets and liabilities and contingent
liabilities of a subsidiary are measured at their fair values at
the date of acquisition. Any excess of the cost of acquisition over
the fair values of the identifiable net assets acquired is
recognised as goodwill. Any deficiency of the cost of acquisition
below the fair values of the identifiable net assets acquired
(i.e., discount on acquisition) is credited to the income statement
in the period of acquisition. The results of subsidiaries acquired
or disposed of during the year are included in the group income
statement from the effective date of acquisition or up to the
effective date of disposal, as 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.
Revenue recognition
Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial
asset to that asset’s net carrying amount.
Foreign currencies
Transactions in currencies other than pounds sterling are
recorded at the rates of exchange prevailing on the dates of the
transactions. At the end of each reporting period, monetary assets
and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the period end date.
Non-monetary assets and liabilities carried at fair value that are
denominated in foreign currencies are translated at the rates
prevailing at the date when the fair value was determined. Gains
and losses arising on retranslation are included in net profit or
loss for the period.
On consolidation, the assets and liabilities of the group’s
overseas operations are translated at exchange rates prevailing on
the period end date. Exchange differences arising, if any, are
classified as items of other comprehensive income and transferred
to the group’s translation reserve within equity. Such translation
differences are reclassified to profit or loss, and recognised as
income or as expense, in the period in which there is a disposal of
the operation.
Segmental analysis
Operating segments are identified on the basis of internal
reports about components of the group that are regularly reviewed
by the chief operating decision-maker.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are
charged as an expense as they fall due. There are no defined
benefit retirement schemes.
Equity-settled employee benefits
Equity-settled benefits may be provided to certain directors and
employees. Equity-settled employee benefits are measured at fair
value at the date of grant. The fair value determined at the grant
date is expensed on a straight-line basis over the vesting period,
based on the group’s estimate of shares that will eventually vest
and adjusted for the effect of non-market based vesting conditions.
Fair value is measured by use of a Black-Scholes model.
Taxation
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, and is accounted for using the
period end liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities
are not recognised if the temporary difference arises from goodwill
or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the group is able to
control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable
future. The carrying amount of any deferred tax assets is reviewed
at each period end date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available
to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is
realised and is charged or credited in the income statement, except
when it relates to items charged or credited directly to equity, in
which case the deferred tax is also dealt with in equity.
The charge for current tax is based on the results for the year
as adjusted for items which are non-taxable or disallowed. It is
calculated using rates that have been enacted or substantively
enacted by the balance sheet date.
Property, plant and equipment
The group’s freehold land is stated in the statement of
financial position at cost. The directors consider that the
residual value of buildings, based on prices prevailing at the date
of acquisition and at each subsequent reporting date as if the
asset were already of the age and in the condition expected at the
end of its useful life, is such that any depreciation would not be
material.
Plant and office equipment are stated in the statement of
financial position at cost, less depreciation. Depreciation is
charged on a straight-line basis at the annual rate of 25%.
Residual values and the useful lives of these assets are also
reviewed annually.
Mineral property exploration and evaluation
Exploration and evaluation assets under IFRS 6 include acquired
mineral use rights for mineral properties held by the company. The
amount of consideration paid (in cash or share value) for mineral
use rights is capitalised. Mineral exploration and evaluation
expenditures are capitalised on a project-by-project basis pending
determination of the technical feasibility and the commercial
viability of the project. Capitalised costs include costs directly
related to exploration and evaluation activities in the area of
interest. General and administrative costs are only allocated to
the asset to the extent that those costs can be directly related to
operational activities.
Exploration and evaluation assets will be amortised to profit or
loss once commercial production has been achieved or written off if
the exploration and evaluation assets are abandoned or sold.
Depletion of costs capitalised on projects when put into commercial
production will be recorded using the unit-of-production method
based upon estimated proven and probable reserves. The ultimate
recoverability of the amounts capitalised for the exploration and
evaluation assets and expenditures is dependent upon the
delineation of economically recoverable ore reserves, obtaining the
necessary financing to complete their development, obtaining and
retaining the necessary permits to operate a mine, and realising
profitable production or proceeds from the disposition thereof.
The commercial viability of extracting a mineral resource is
considered to be determinable when resources are determined to
exist, the property rights are current and it is considered
probable that the costs will be recouped through successful
development and exploitation of the project, or alternatively by
sale of the property. Upon determination of resources, exploration
and evaluation assets attributable to those resources are first
tested for impairment and then reclassified from exploration and
evaluation assets to mineral property interests. Expenditures
deemed unsuccessful are recognised in operations in the Income
Statement.
Expenditures incurred in connection with the development of
mineral resources after such time as mineral reserves are proven or
probable; permits to operate the mineral resource property are
received; financing to complete development has been obtained; and
approval of the board of directors to commence mining development
and operations, are capitalized as deferred development
expenditures.
Impairment of tangible and intangible assets
The carrying values of capitalised exploration and evaluation
assets are assessed for impairment if fact and circumstances
indicate that the carrying amount exceeds the recoverable amount
and sufficient data exists to evaluate technical feasibility and
commercial viability. If any indication of impairment exists, an
estimate of the asset’s recoverable amount is estimated. The
recoverable amount is determined as the higher of the fair value
less costs of disposition and the asset’s value in use. If the
carrying amount of the asset exceeds its estimated recoverable
amount, the asset is impaired, and an impairment loss is charged to
the Income Statement so as to reduce the carrying amount to its
estimated recoverable amount.
Investments
Investments in subsidiaries are shown at historical cost less
provisions for impairment in value. Income from investments in
subsidiaries together with any related withholding tax is
recognised in the income statement in the period to which it
relates.
Investments which are not subsidiaries are shown at fair
value.
Associates are accounted for using the equity method.
Impairment of financial assets measured at amortised cost
At each reporting date the group recognises a loss allowance for
expected credit losses on financial assets measured at amortised
cost. In establishing the appropriate amount of loss allowance to
be recognised, the group applies either the general approach or the
simplified approach, depending on the nature of the underlying
group of financial assets.
The general approach is applied to the impairment assessment of
refundable deposits, restricted cash and cash and cash equivalents.
Under the general approach a loss allowance for a financial asset
is recognised at an amount equal to the 12-month expected credit
losses, unless the credit risk on the financial asset has increased
significantly since initial recognition, in which case a loss
allowance is recognised at an amount equal to the lifetime expected
credit losses. Under the simplified approach a loss allowance for a
financial asset is always recognised at an amount equal to the
lifetime expected credit losses.
Impairment of non-financial assets
Non-financial assets are tested for impairment whenever events
or changes in circumstances indicate that the carrying amount may
not be recoverable. Non-financial assets are impaired when their
carrying amount of the asset exceeds its recoverable amount. The
recoverable amount is measured as the higher of fair value less
cost of disposal and value in use.
Provisions
Provisions are recognised when the group has a present
obligation as a result of a past event and it is probable that the
group will be required to settle that obligation. Provisions are
measured at the directors’ best estimate of the expenditure
required to settle that obligation at the end of the reporting
period and are discounted to present value where the effect is
material.
Financial instruments
Initial recognition
All financial assets and liabilities are initially recognised on
the trade date; this being the date that group becomes a party to
the contractual provisions of the instrument.
All financial instruments are initially recognised at fair value
plus, in the case of financial assets and financial liabilities not
held at fair value through profit or loss, directly attributable
transaction costs.
Classification and measurement
Financial assets
The classification of financial instruments depends on the
purpose and management’s intention for which the financial
instruments were acquired and their characteristics. Financial
assets are classified in one of the following categories:
• Amortised cost
• Fair value through other comprehensive income (FVOCI)
Financial assets classified and
measured at amortised cost
Amortised cost financial instruments are non-derivative
financial assets held within a business model, whose objective is
to collect contractual cash flows, on specified dates that are
solely payments of principal and interest on the principal amount
outstanding.
Such financial instruments are those that are subsequently
measured at amortised cost using the effective interest rate
method, less any allowance for impairment based on Expected Credit
Loss (ECL). Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees and costs that are an
integral part of the financial asset.
Financial assets classified at amortised cost are other
receivables, deposits and cash and cash equivalents.
Financial assets classified and
measured at fair value through other comprehensive income
“FVOCI”
FVOCI financial assets are those non-derivative financial assets
held within a business model, whose objectives are both to sell the
financial assets and to collect contractual cash flows, on
specified dates, that are solely payments of principal and interest
on the principal amount outstanding.
Financial assets that are classified as FVOCI are measured at
fair value. The changes in fair value are recognised in other
comprehensive income with three exceptions, which are recognised in
profit and loss:
• Interest, calculated using the effective interest method;
• Impairment losses; and
• Foreign exchange gains and losses on monetary financial
assets.
When the investment is disposed of, the cumulative gain or loss
previously recognised in equity is recognised in the statement of
comprehensive income.
Financial assets at fair value through other comprehensive
income (FVOCI) comprise equity securities which are not held for
trading and which the group has irrevocably elected at initial
recognition to recognise in this category. These are strategic
investments and the group considers this classification to be more
relevant.
Financial liabilities
All financial liabilities are classified as other financial
liabilities measured at amortised cost. Financial liabilities are
initially recognised at fair value, net of directly attributable
transaction costs, and are subsequently measured at amortised cost
using the effective interest method.
Equity instruments
Equity instruments issued by the company are recorded at the
proceeds received, net of direct issue costs.
Leases
Mining lease payments relating to mineral property exploration
and evaluation are capitalised; there are no other leases, see note
25 for details. There are no IFRS 16 disclosures required in
respect of the mining leases.
New standards and interpretations not yet adopted
Certain pronouncements were issued by the IASB or the IFRIC that
are mandatory for accounting periods commencing on or after
1 January 2021. Many are not
applicable or do not have a significant impact to the Group and
have been excluded. The following have not yet been adopted and are
being evaluated to determine their impact on the Group.
IAS 1 – Presentation of Financial Statements (“IAS 1”) was
amended in January 2020 to provide a
more general approach to the classification of liabilities under
IAS 1 based on the contractual arrangements in place at the
reporting date. The amendments clarify that the classification of
liabilities as current or noncurrent is based solely on a group’s
right to defer settlement at the reporting date. The right needs to
be unconditional and must have substance. The amendments also
clarify that the transfer of a group’s own equity instruments is
regarded as settlement of a liability, unless it results from the
exercise of a conversion option meeting the definition of an equity
instrument. The amendments are effective for annual periods
beginning on 1 January 2023. The
adoption of the above standard and interpretations is not expected
to lead to any changes to the accounting policies or have any other
material impact on the financial position or performance of the
group.
IAS 37 – Provisions, Contingent Liabilities, and Contingent
Assets (“IAS 37”) was amended. The amendments clarify that when
assessing if a contract is onerous, the cost of fulfilling the
contract includes all costs that relate directly to the contract –
i.e. a full-cost approach. Such costs include both the incremental
costs of the contract (i.e. costs a group would avoid if it did not
have the contract) and an allocation of other direct costs incurred
on activities required to fulfil the contract – e.g. contract
management and supervision, or depreciation of equipment used in
fulfilling the contract. The amendments are effective for annual
periods beginning on 1 January
2022.
IFRS 3 – Business Combinations (“IFRS 3”) was amended. The
amendments introduce new exceptions to the recognition and
measurement principles in IFRS 3 to ensure that the update in
references to the revised conceptual framework does not change
which assets and liabilities qualify for recognition in a business
combination. An acquirer should apply the definition of a liability
in IAS 37 – rather than the definition in the Conceptual Framework
– to determine whether a present obligation exists at the
acquisition date as a result of past events. For a levy in the
scope of IFRIC 21, the acquirer should apply the criteria in IFRIC
21 to determine whether the obligating event that gives rise to a
liability to pay the levy has occurred by the acquisition date. In
addition, the amendments clarify that the acquirer should not
recognize a contingent asset at the acquisition date. The
amendments are effective for annual periods beginning on
1 January 2022.
IAS 16 – Property, Plant and Equipment (“IAS 16”) was amended.
The amendments introduce new guidance, such that the proceeds from
selling items before the related property, plant and equipment is
available for its intended use can no longer be deducted from the
cost. Instead, such proceeds are to be recognized in profit or
loss, together with the costs of producing those items. The
amendments are effective for annual periods beginning on
1 January 2022.
IAS 8 – Accounting Estimates (“IAS 8”) was amended. In
February 2021, the IASB issued
amendments to IAS 8, in which it introduces a definition of
‘accounting estimates. The amendments clarify the distinction
between changes in accounting estimates and changes in accounting
policies and the correction of errors. It also explains how
organizations use measurement methods and inputs to develop
accounting estimates. The amendments are effective for annual
reporting periods beginning on or after 1
January 2023 and apply to changes in accounting policies and
changes in accounting estimates that occur on or after the start of
that period. Early application is permitted and must be disclosed.
The adoption of the above standard and interpretations is not
expected to lead to any changes to the accounting policies or have
any other material impact on the financial position or performance
of the group.
The adoption of the above standards and interpretations is not
expected to lead to any changes to the accounting policies or have
any other material impact on the financial position or performance
of the group.
There have been no other new or revised International Financial
Reporting Standards, International Accounting Standards or
Interpretations that are in effect since that last annual report
that have a material impact on the financial statements.
Judgements made in applying accounting policies and key sources
of estimation uncertainty
The following critical judgements have been made in the process
of applying the accounting policies:
(a) In determining the treatment of exploration and evaluation
expenditures the directors are required to make estimates and
assumptions as to future events and circumstances. Significant
judgment must be exercised in determining when a project moves from
the exploration and evaluation category phase and into the
development category of mineral property interests. The existence
and extent of economic mineral resources, proven or probable
mineral reserves; regulatory permits and licences; the availability
of development financing; current and future metal prices; and
market sentiment are all factors to be considered.
(b) In connection with possible impairment of exploration and
evaluation assets and the investment of the company in Parys
Mountain Mines Limited the directors assess each potentially cash
generating unit annually to determine whether any indication of
impairment exists. The judgements made when making these
assessments are similar to those set out above and are subject to
the same uncertainties.
(c) The directors applied assumptions and judgement in
determining the fair value of investments classified and measured
as financial assets at FVOCI. Some of the financial assets set out
in note 14 are unquoted investments in companies holding mining
rights. The inputs in determining fair value are taken from
observable markets where possible, but where this is not feasible,
a degree of judgement has been applied in establishing fair values.
Judgements include considerations of inputs such as exploration
potential, available market information relating to current demand,
prices, economic viability and future financing. See note 14 for
further details.
Nature and purpose of equity reserves
The share premium reserve represents the consideration that has
been received in excess of the nominal value of shares in issue of
new ordinary share capital, less any direct costs of issue.
The currency translation reserve represents the variations on
revaluation of overseas foreign subsidiaries and associates.
The retained earnings reserve represents profits and losses
retained in previous and the current period.
3 Segmental
information
The group is engaged in the business of exploring and evaluating
the wholly owned Parys Mountain project in North Wales, managing its interest in the
Grangesberg properties and has an investment in the Labrador iron project in eastern Canada. These activities comprise one class of
business which is mine exploration, evaluation and development
which are classified in geographical segments; these are the basis
on which information is reported to the board. As yet there have
been no site expenses directly incurred in respect of the interest
in Grangesberg and management expenses for this segment are
included in the UK total.
Income
statement analysis |
|
|
|
|
|
|
|
|
2022 |
2021 |
|
UK |
Sweden |
Canada |
Total |
UK |
Sweden |
Canada |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
Expenses |
(528,045) |
- |
- |
(528,045) |
(162,824) |
- |
- |
(162,824) |
Investment income |
24 |
- |
- |
24 |
39 |
- |
- |
39 |
Finance costs |
(154,234) |
(11,014) |
- |
(165,248) |
(154,234) |
(11,468) |
- |
(165,702) |
Exchange rate
loss |
- |
27 |
- |
27 |
- |
(31) |
- |
(31) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year |
(682,255) |
(10,987) |
- |
(693,242) |
(317,019) |
(11,499) |
- |
(328,518) |
|
|
|
|
|
|
|
|
|
Assets and
liabilities |
|
|
|
|
|
|
|
|
|
31 March 2022 |
31 March 2021 |
|
UK |
Sweden |
Canada |
Total |
UK |
Sweden |
Canada |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
Non-current
assets |
16,040,201 |
110,157 |
1,914,185 |
18,064,543 |
15,645,767 |
110,157 |
4,053,507 |
19,809,431 |
Current assets |
978,199 |
1,101 |
- |
979,300 |
922,056 |
1,092 |
- |
923,148 |
Liabilities |
(4,385,674) |
(337,839) |
- |
(4,723,513) |
(3,991,250) |
(332,272) |
- |
(4,323,522) |
|
|
|
|
|
|
|
|
|
Net
assets/liabilities |
12,632,726 |
(226,581) |
1,914,185 |
14,320,330 |
12,576,573 |
(221,023) |
4,053,507 |
16,409,057 |
4 Loss before
taxation
The loss
before taxation for the year has been arrived at after
charging/(crediting): |
|
|
2022 |
|
2021 |
|
|
£ |
|
£ |
|
Fees payable to the
group's auditor: |
|
|
|
|
for the audit of the annual
accounts |
30,000 |
|
37,000 |
|
for the audit of subsidiaries'
accounts |
5,000 |
|
5,000 |
|
for other services |
- |
|
- |
|
Directors'
remuneration |
160,000 |
|
- |
|
Foreign exchange
movement |
(27) |
|
31 |
|
|
|
|
|
|
5 Staff
costs
The
average monthly number of persons employed (including executive
directors) was: |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Administrative |
4 |
|
3 |
|
Other |
1 |
|
- |
|
|
5 |
|
3 |
|
|
|
|
|
|
Their aggregate
remuneration was: |
£ |
|
£ |
|
Wages and
salaries |
216,351 |
|
23,660 |
|
Social security
costs |
24,264 |
|
6,803 |
|
|
|
|
|
|
|
240,615 |
|
30,463 |
|
|
|
|
|
|
The directors did not receive any remuneration during the year
ended 31 March 2021. Further details
are provided in the
directors’ remuneration report together with information on share
options.
6
Investment
income
|
|
2022 |
|
2021 |
|
Loans and
receivables |
|
£ |
|
£ |
|
Interest on site
re-instatement deposit |
|
24 |
|
39 |
|
|
|
|
|
|
|
|
|
24 |
|
39 |
|
|
|
|
|
|
|
7
Finance costs
|
|
2022 |
|
2021 |
|
Loans and
payables |
|
£ |
|
£ |
|
Loan interest to Juno
Limited |
|
154,234 |
|
154,234 |
|
Loan interest to
Eurmag AB |
|
11,014 |
|
11,468 |
|
|
|
|
|
|
|
|
|
165,248 |
|
165,702 |
|
|
|
|
|
|
|
For both loans the interest shown is accrued and it is intended
that it will be repaid together with the loan principal. The loans
are repayable from any future financings undertaken by the
group.
8
Taxation
Activity during the year has generated trading losses for
taxation purposes which may be offset against investment income and
other revenues. Accordingly, no provision has been made for
Corporation Tax. There is an unrecognised deferred tax asset at
31 March 2022 of £1.4 million (2021 -
£1.3 million) which, in view of the trading results, is not
considered by the directors to be recoverable in the short term.
There are also capital allowances, including mineral extraction
allowances, of £13.2 million unclaimed and available at
31 March 2022 (2021 - £12.8 million).
No deferred tax asset is recognised in respect of these
allowances.
|
2022 |
|
2021 |
|
|
£ |
|
£ |
|
Current tax |
- |
|
- |
|
Deferred tax |
- |
|
- |
|
|
|
|
|
|
Total tax |
- |
|
- |
|
|
|
|
|
|
Domestic
income tax is calculated at 19% (2021 - 19%) of the estimated
assessed profit for |
|
the year.
Taxation for other jurisdictions is calculated at the rates
prevailing in the |
|
relevant
jurisdictions. |
|
|
|
|
The total
charge for the year can be reconciled to the accounting profit or
loss as follows: |
|
Loss for the year |
(693,242) |
|
(328,518) |
|
|
|
|
|
|
Tax at the domestic
income tax rate of 19% |
(131,716) |
|
(62,418) |
|
Tax effect
of: |
|
|
|
|
Unrecognised deferred
tax on losses |
131,716 |
|
62,418 |
|
|
|
|
|
|
Total tax |
- |
|
- |
|
|
|
|
|
|
9 Earnings
per ordinary share
|
2022 |
|
2021 |
|
|
£ |
|
£ |
|
Earnings |
|
|
|
|
Loss for the year |
(693,242) |
|
(328,518) |
|
|
|
|
|
|
Number of
shares |
|
|
|
|
Weighted average
number of ordinary shares for the purposes of basic earnings per
share |
236,185,143 |
|
201,073,814 |
|
Shares deemed to be issued for no consideration in respect of
employee options |
|
|
|
|
Weighted average
number of ordinary shares
for the purposes of diluted earnings per share |
236,185,143 |
|
201,073,814 |
|
|
|
|
|
|
Basic earnings per
share |
(0.3)p |
|
(0.2)p |
|
|
|
|
|
|
Diluted earnings
per share |
(0.3)p |
|
(0.2)p |
|
|
|
|
|
|
As there is a loss for the year ended 31
March 2022 the effect of the outstanding share options
is
anti-dilutive and diluted earnings are reported to be the same as
basic earnings.
10 Mineral property
exploration and evaluation costs - group
|
Parys Mountain |
Cost |
£ |
At 31 March 2020 |
15,215,723 |
Additions - site |
73,983 |
Additions - rentals
& charges |
27,587 |
|
|
At 31 March 2021 |
15,317,293 |
Additions - site |
367,474 |
Additions - rentals
& charges |
26,936 |
|
|
At 31 March 2022 |
15,711,703 |
|
|
Carrying
amount |
|
Net book value
2022 |
15,711,703 |
Net book value
2021 |
15,317,293 |
|
|
Included in the additions are mining lease expenses of
£18,727 (2021 - £19,170).
Potential impairment of mineral property
Accumulated exploration and evaluation expenditure in respect of
the Parys Mountain property is carried in the financial statements
at cost less any impairment provision.
At each reporting date an assessment of exploration and
evaluation assets is made to determine whether specific facts and
circumstances indicate there is an indication of impairment and
whether an impairment test is required. If such an indication
exists, the recoverable amount of the asset is estimated and if the
carrying amount of the asset exceeds its estimated recoverable
amount, the asset is impaired, and the impairment loss is measured.
If impairment testing is required, the impairment testing of
exploration and evaluation assets is carried out in accordance with
IAS 36 Impairment of Assets as modified by IFRS 6. Any impairment
loss is charged to the Income Statement to reduce the carrying
amount to its estimated recoverable amount.
In determining whether there is an impairment indicator, both
internal factors (e.g. adverse changes in performance) and external
factors (e.g., adverse changes in the business or regulatory
environment) are considered. Significant judgment is required when
determining whether facts and circumstances suggest that the
carrying amount of exploration and evaluation assets may exceed its
recoverable amount. The existence and extent of proven or probable
mineral reserves; retention of regulatory permits and licences; the
availability of development financing; current and future metal
prices; and market sentiment are all factors to be considered.
There are several external factors that can have a significant
impact on the recoverable amount of a mineral property, including
the uncertainty of market conditions, the volatility of commodity
prices and foreign exchange rates.
Following review, the directors concluded that there are no
material adverse changes in facts and circumstances, or in market
conditions or regulations affecting, the Parys Mountain property
during the year ended 31 March 2022.
The directors continued to rely on the publication in January 2021 of the independent PEA, with an
expanded resource base, which demonstrated that a major mining
operation can be established at Parys Mountain, with robust
economics at reasonable capital and operating costs.
The property has the potential for the discovery of new or
additional resources and has ongoing exploration potential and
further work is recommended and planned. Metal prices have improved
and the outlook for most minerals, and particularly for the copper,
zinc and lead minerals at Parys Mountain, is very encouraging.
Accordingly, the directors concluded, as described in the Strategic
Report, that any specific facts and circumstances which might
suggest there is an indication of impairment have not materially
changed during the year and there are no facts or circumstances
that suggest there is an indication of impairment and therefore no
impairment test was required or completed.
11 Property, plant and
equipment
Group |
Freehold land & property |
Plant
& equipment |
Office
equipment |
Total |
Cost |
£ |
£ |
£ |
£ |
At 31 March 2020, 2021
and 2022 |
204,687 |
17,434 |
5,487 |
227,608 |
Depreciation |
|
|
|
|
At 31 March 2020, 2021
and 2022 |
- |
17,434 |
5,487 |
22,921 |
Carrying
amount |
|
|
|
|
At 31 March 2020, 2021
and 2022 |
204,687 |
- |
- |
204,687 |
Company |
Freehold land & property |
Plant
& equipment |
Office
equipment |
Total |
Cost |
£ |
£ |
£ |
£ |
At 31 March 2020, 2021
and 2022 |
- |
17,434 |
5,487 |
22,921 |
Depreciation |
|
|
|
|
At 31 March 2020, 2021
and 2022 |
- |
17,434 |
5,487 |
22,921 |
Carrying
amount |
|
|
|
|
At 31 March 2020, 2021
and 2022 |
- |
- |
- |
- |
12 Subsidiaries -
company
The subsidiaries of the company at 31
March 2022 and 2021 were as follows:
Name of company |
Country of
incorporation |
Percentage owned |
Principal activity |
Parys Mountain Mines
Limited1 |
England & Wales |
100% |
Development of the Parys Mountain
mining property |
Parys Mountain Land
Limited1 |
England & Wales |
100% |
Holder of part of the Parys Mountain
property |
Parys Mountain Heritage
Limited1 |
England & Wales |
100% |
Holder of part of the Parys Mountain
property |
Labrador Iron plc2 |
Isle of Man |
100% |
Holder of the company’s investment
in Labrador Iron Mines Holdings Limited |
Angmag AB3 |
Sweden |
100% |
Holder of the company’s investment
in GIAB |
Anglo Canadian Exploration (Ace)
Limited1 |
England & Wales |
100% |
Dormant |
Registered office addresses:
1. - Parys Mountain, Amlwch, Anglesey, LL68 9RE
2. - Fort Anne, Douglas, Isle of
Man, IM1 5PD
3. - Box 1703, 111 87 Stockholm,
Sweden
13 Investments -
company
|
Shares at cost |
|
Capital contributions |
|
Total |
|
|
£ |
|
£ |
|
£ |
|
At 1 April 2020 |
104,025 |
|
14,356,617 |
|
14,460,642 |
|
Advanced |
- |
|
116,227 |
|
116,227 |
|
|
|
|
|
|
|
|
At 31 March 2021 |
104,025 |
|
14,472,844 |
|
14,576,869 |
|
Advanced |
- |
|
334,304 |
|
334,304 |
|
|
|
|
|
|
|
|
At 31 March 2022 |
104,025 |
|
14,807,148 |
|
14,911,173 |
|
The realisation of investments is dependent on finance being
available for development and on a number
of other factors. Interest is not charged on capital
contributions.
14
Investments - group
|
Labrador |
Grangesberg |
Total |
|
£ |
£ |
£ |
At 1 April
2020 |
1 |
100,098 |
100,099 |
Net change during the
period |
4,053,506 |
10,059 |
4,063,565 |
At 31 March
2021 |
4,053,507 |
110,157 |
4,163,664 |
Net change during the
period |
(2,139,322) |
- |
(2,139,322) |
|
|
|
|
At 31 March
2022 |
1,914,185 |
110,157 |
2,024,342 |
|
|
|
|
LIM – Labrador, Canada
The group has an investment in Labrador Iron Mines Holdings
Limited, a Canadian company which holds the Labrador iron ore properties described in the
Strategic Report.
The investment in LIM is carried at fair value through other
comprehensive income. The group’s holding of 19,289,100 shares in
LIM (12% of LIM’s total issued shares) is valued at the closing
price traded on the OTC Markets in the
United States and in the directors’ assessment this market
is sufficiently active to give the best measure of fair value,
which on 31 March 2022 was 13 US
cents per share (2021 - 29 US cents). At 23
August 2022 the shares traded at 11 US cents per share.
Grangesberg - Sweden
The group has, through its Swedish subsidiary Angmag AB, a 19.9%
ownership interest in GIAB (unchanged from 2021), a Swedish company
which holds rights over the Grangesberg iron ore deposits.
The directors assessed the fair value of the investment in
Grangesberg under IFRS 9 and consider the cost at the date of
transition and the investment’s value at the year-end to
approximate the fair value at these dates. Following negotiation
the group has, until June 2023, a
right of first refusal over a further 50.1% of the equity of GIAB
together with management direction of the activities of GIAB,
subject to certain restrictions. Although the group has significant
influence over certain relevant activities of GIAB, equity
accounting has not been applied in respect of this influence as the
directors consider this would not have any material affect. The
value of the group’s share in the net assets of GIAB at
31 March 2022 was approximately
£216,000 (2021 - £316,000).
15 Deposit
|
Group |
|
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
Site re-instatement
deposit |
123,811 |
|
123,787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This deposit was required and made under the terms of a Section
106 Agreement with the Isle of Anglesey County Council which has
granted planning permissions for mining at Parys Mountain. The
deposit is refundable upon restoration of the permitted area to the
satisfaction of the Planning Authority. The carrying value of the
deposit approximates to its fair value.
16 Cash and cash
equivalents
|
Group |
|
Company |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
Held in sterling |
921,075 |
|
890,674 |
|
921,043 |
|
883,463 |
|
Held in Canadian
dollars |
1 |
|
1 |
|
- |
|
- |
|
Held in US
dollars |
444 |
|
424 |
|
- |
|
- |
|
Held in Swedish
krona |
657 |
|
668 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
922,177 |
|
891,767 |
|
921,043 |
|
883,463 |
|
The carrying value of the cash approximates to its fair
value.
17 Trade and other
payables
|
Group |
|
Company |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
Trade payables |
(106,236) |
|
(4,366) |
|
(74,619) |
|
(2,887) |
|
Other accruals |
(260,182) |
|
(121,862) |
|
(157,977) |
|
(63,880) |
|
|
|
|
|
|
|
|
|
|
|
(366,418) |
|
(126,228) |
|
(232,596) |
|
(66,767) |
|
The carrying value of the trade and other payables approximates
to their fair value.
18 Loans
|
Group |
|
Company |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
Loan from Juno
Limited |
(3,969,256) |
|
(3,815,022) |
|
(3,969,256) |
|
(3,815,022) |
|
Loan from Eurang
Limited |
(337,839) |
|
(332,272) |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
(4,307,095) |
|
(4,147,294) |
|
(3,969,256) |
|
(3,815,022) |
|
Juno: The loan is provided under a working capital
agreement, denominated in sterling, unsecured and carried interest
during the year at 10% per annum on the principal only. It is
repayable from any future financing undertaken by the company, or
on demand following a notice period of 367 days.
In May 2022 a new Investor
Agreement was concluded with Juno Limited to replace the
controlling shareholder and consolidated working capital
agreements. In the new Investor Agreement Juno agreed to
participate in any future equity financing, at the same price per
share and on the same terms as other arms-length participants, to
maintain its percentage, with the subscription price to be
satisfied by the conversion and consequent reduction of debt, and
the company agreed to pay Juno in cash ten percent of the net
proceeds of such equity financing in further reduction of the debt.
The interest rate on the outstanding debt will be reduced from 10%
to 5% p.a. from 1 April 2022. In
addition, Juno was granted certain nomination and reporting rights,
including the right to nominate two directors to the board, so long
as Juno holds at least 20% of the company’s outstanding shares and
one director so long as Juno holds at least 10% of the company’s
outstanding shares. This renegotiation was approved by an
independent board committee responsible for reviewing and approving
any transactions and potential transactions with Juno. The family
interests of Danesh Varma have a
significant shareholding in Juno. The net effect of the new
agreement with the May 2022 financing
was that the debt due to Juno was reduced by £305,499, of which
£78,345 was paid in cash and the balance by conversion of debt.
The carrying value of the loan approximates to its fair
value.
Eurang Limited: The loan arose in connection with the
acquisition of the investment in Grangesberg. It is the subject of
a letter agreement, denominated in Swedish Krona, is unsecured and
carries interest at 6.5% per annum on the principal only. It is
repayable from any future financing undertaken by the company, or
on demand following a notice period of 367 days. The terms of the
facility were approved by an independent committee of the board.
The carrying value of the loan approximates to its fair value.
Changes in liabilities arising from financing activities
|
Due
to Juno |
Due
to Eurang |
Totals |
|
|
£ |
£ |
£ |
|
1 April
2020 |
(3,660,788) |
(321,105) |
(3,981,893) |
|
Cash flows |
- |
- |
- |
|
Non cash
movements |
(154,234) |
(11,167) |
(165,401) |
|
|
|
|
|
|
1 April
2021 |
(3,815,022) |
(332,272) |
(4,147,294) |
|
Cash flows |
- |
- |
- |
|
Non cash
movements |
(154,234) |
(5,567) |
(159,801) |
|
|
|
|
|
|
At 31 March
2022 |
(3,969,256) |
(337,839) |
(4,307,095) |
|
The Juno loan relates to the group and company. The non-cash
movement represents accrued interest.
The Eurang loan relates to the group only and its non-cash
movement comprises accrued interest and foreign exchange changes.
In 2021 there was also the value of GIAB shares transferred to
Eurang which reduced the loan amount.
19 Long term provision -
group
|
|
|
|
|
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
Provision for site
reinstatement |
(50,000) |
|
(50,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision for site reinstatement covers the estimated costs
of reinstatement at the Parys Mountain site of the work done and
changes made by the group up to the date of the accounts. These
costs would be payable on completion of mining activities (which is
estimated to be more than 20 years after mining commences) or on
earlier abandonment of the site. The provision has not been
discounted because the impact of doing so is not material to the
financial statements. There are significant uncertainties inherent
in the assumptions made in estimating the amount of this provision,
which include judgements of changes to the legal and regulatory
framework, magnitude of possible contamination and the timing,
extent and costs of required restoration and rehabilitation
activity.
20 Share capital
|
Ordinary shares of
1p |
Deferred shares of
4p |
Total |
|
Issued and
fully paid |
Nominal
value £ |
Number |
Nominal
value £ |
Number |
Nominal
value £ |
|
|
|
|
|
|
|
|
At 1 April 2020 |
1,869,758 |
186,975,732 |
5,510,833 |
137,770,835 |
7,380,591 |
|
Issued in the
period |
385,000 |
38,500,000 |
- |
- |
- |
|
|
|
|
|
|
|
|
At 1 April 2021 |
2,254,758 |
225,475,732 |
5,510,833 |
137,770,835 |
7,765,591 |
|
Issued in the
period |
225,950 |
22,595,000 |
- |
- |
225,950 |
|
|
|
|
|
|
|
|
At 31 March 2022 |
2,480,708 |
248,070,732 |
5,510,833 |
137,770,835 |
7,991,541 |
|
|
|
|
|
|
|
|
The deferred shares are non-voting, have no entitlement to
dividends and have negligible rights to return of capital on a
winding up.
On 9 October 2021 a placing for
cash was made of 22.595 million ordinary shares at 3.4 pence per share, raising £768,230 gross.
Further share issues were made on 20 May
2022 and 4 August 2022 – see
note 29.
21 Equity-settled
employee benefits
The 2014 Unapproved share option plan provides for a grant price
equal to or above the average quoted market price of the ordinary
shares for the three trading days prior to the date of grant. All
options granted carried a performance criterion, namely that the
company's share price performance from the date of grant must
exceed that of the companies in the FTSE 100 index. The vesting
period is one year. Options are forfeited if the employee leaves
employment with the group before the options vest. All options
outstanding were exercised in full last year. No options were
granted, lapsed or forfeited during the year. No options were
outstanding at 31 March 2022.
|
|
2022 |
|
|
2021 |
|
|
Options |
Weighted average exercise price in pence |
Remaining contractual life in years |
Options |
Weighted average exercise price in pence |
Remaining contractual life in years |
Outstanding at
beginning of period |
- |
- |
- |
3,500,000 |
2.00 |
1.5 |
Granted during
the period |
- |
- |
- |
- |
- |
|
Forfeited during
the period |
- |
- |
- |
- |
- |
|
Exercised during
the period |
- |
- |
- |
3,500,000 |
2.00 |
|
Expired during
the period |
- |
- |
- |
- |
- |
|
Outstanding at
the end of the period |
- |
- |
- |
- |
- |
- |
Exercisable at
the end of the period |
- |
- |
- |
- |
- |
-
|
There were no expenses in respect of equity-settled employee
remuneration for the year ended 31 March
2022 (2021 – nil).
Grants of options were made following the year end on
4 August 2022.
22 Results attributable
to Anglesey Mining plc
The loss after taxation in the parent company amounted to
£682,937 (2021 loss £313,717). The directors have taken
advantage of the exemptions available under section 408 of the
Companies Act 2006 and not presented an income statement for the
company alone.
23 Financial
instruments
The main risks arising from the group's financial instruments
are currency risk and share price risk. The board reviews and
agrees policies for managing each of these risks and these are
summarised below.
Capital risk management
There have been no changes during the year in the group’s
capital risk management policy.
The group manages its capital to ensure that entities in the
group will be able to continue as going concerns while optimising
the debt and equity balance. The capital structure consists of
debt, which includes the borrowings disclosed in note 18, the cash
and cash equivalents and equity comprising issued capital, reserves
and retained earnings.
The group does not enter into derivative or hedging transactions
and it is the policy that no trading in financial instruments be
undertaken.
Share price risk
The shares of Labrador Iron Mines Holdings Limited in
Canada are traded on the OTC
Market in the United States and
the value of the group’s investment in LIM is subject to the market
variations applicable to any publicly traded investment. In respect
of the value of this investment, if the LIM share price were to
fall by 10% there would be a loss to the group of £191,419 and if
it were to rise by a similar percentage there would be a gain of
£191,419
Interest rate risk
The amounts advanced under the Juno loans are at a fixed rate of
interest of 10% per annum (until 31 March
2022 after which the rate changed to 5%) and those from
Eurang Limited are at a fixed rate of 6.5% per annum. As a result,
the group is not exposed to interest rate fluctuations. Interest
received on cash balances is not material to the group’s operations
or results.
The company (Anglesey Mining plc) is exposed to minimal interest
rate risks.
Liquidity risk
The group has ensured continuity of funding through a mixture of
issues of shares and the working capital agreement with Juno
Limited. During the year the group raised new financing of over
£750,000 through the placement of shares and since the year end has
raised further funds.
Trade creditors are payable on normal credit terms which are
usually 30 days. The loans due to Juno and Eurang carry a notice
period of 367 days. Juno, in keeping with its long-established
practice has indicated that it has no current intention of
demanding repayment. No such notice had been received by
7 September 2022 in respect of either
of the loans and they are classified as having a maturity date
between one and two years from the period end.
Currency risk
The presentational currency of the group and company is pounds
sterling. The loan from Juno Limited is denominated in pounds
sterling and the group has no currency exposure in respect of this
loan. The currency risk in respect of the group’s only other loan
(denominated in Swedish krona) is as follows: if the rate of
exchange between the krona and sterling were to weaken against
sterling by 10% there would be a gain to the group of £ 30,713
(2021 - £30,207) and if it were to move in favour of sterling by a
similar amount there would be a loss of £ 37,538 (2021 -
£36,919). These gains or losses would be recorded in other
comprehensive income.
In respect of the investment in Grangesberg in Sweden, if the rate of exchange between the
Krona and sterling were to weaken against sterling by 10% there
would be a loss to the group of £ 10,338 (2021 - £10,508) and if it
were to move in favour of sterling by a similar amount there would
be a gain of £ 12,635 (2021 - £12,843).
In respect of the investment in Labrador Iron Mines in
Canada, if the rate of exchange
between the US dollar (the currency of the market on which the
shares are quoted) and sterling were to weaken against sterling by
10% there would be a loss to the group of £174,017 (2021 -
£368,501) and if it were to move in favour of sterling by a similar
amount there would be a gain of £212,687 (2021 - £450,390).
Potential exchange variations in respect of other foreign
currencies are not material.
Credit risk
The directors consider that the entity has limited exposure to
credit risk as the entity has immaterial receivable balances at the
year-end on which a third party may default on its contractual
obligations. The carrying amount of the group’s financial assets
represents its maximum exposure to credit risk. Cash is deposited
with BBB or better rated banks.
Group |
Financial assets classified at fair value through
other comprehensive income |
Financial assets measured at amortised
cost |
|
31 March 2022 |
31 March 2021 |
31 March 2022 |
31 March 2021 |
|
£ |
£ |
£ |
£ |
Investments |
2,024,342 |
4,163,664 |
- |
- |
Deposit |
- |
- |
123,811 |
123,787 |
Other
receivables |
- |
- |
57,123 |
31,381 |
Cash and cash
equivalents |
- |
- |
922,177 |
891,767 |
|
- |
- |
|
|
|
2,024,342 |
4,163,664 |
1,103,111 |
1,046,935 |
|
|
|
|
|
|
Financial liabilities measured at amortised
cost |
|
|
|
31 March 2022 |
31 March 2021 |
|
|
|
£ |
£ |
|
|
Trade
payables |
(106,236) |
(4,366) |
|
|
Other
payables |
(260,182) |
(121,862) |
|
|
Loans |
(4,307,095) |
(4,147,294) |
|
|
|
|
|
|
|
|
(4,673,513) |
(4,273,522) |
|
|
|
|
|
|
|
Company |
|
|
|
|
. |
Financial assets measured at amortised
cost |
Financial liabilities measured at amortised
cost |
|
31 March 2022 |
31 March 2021 |
31 March 2022 |
31 March 2021 |
|
£ |
£ |
£ |
£ |
Other
receivables |
10,920 |
7,448 |
- |
- |
Cash and cash
equivalents |
921,043 |
883,463 |
- |
- |
|
|
|
|
|
Trade
payables |
- |
- |
(74,619) |
(2,887) |
Other
payables |
- |
- |
(157,977) |
(63,880) |
Loan |
- |
- |
(3,969,256) |
(3,815,022) |
|
|
|
|
|
|
931,963 |
890,911 |
(4,201,852) |
(3,881,789) |
|
|
|
|
|
24 Related party
transactions
Transactions between Anglesey Mining plc and its subsidiaries
are summarised in note 13.
Juno Limited
Juno Limited (Juno) which is registered in Bermuda held 23% of the company’s issued
ordinary share capital at 31 March
2022. The group had the following agreements with Juno: (a)
a controlling shareholder agreement dated September 1996 and (b) a consolidated working
capital agreement of 12 June 2002. In
May 2022 a new Investor Agreement was
concluded with Juno Limited to replace the controlling shareholder
and consolidated working capital agreements. In the new Investor
Agreement Juno agreed to participate in any future equity
financing, at the same price per share and on the same terms as
other arms-length participants, to maintain its percentage, with
the subscription price to be satisfied by the conversion and
consequent reduction of debt, and the company agreed to pay Juno in
cash ten percent of the net proceeds of such equity financing in
further reduction of the debt. The interest rate on the outstanding
debt will be reduced from 10% to 5% p.a. from 1 April 2022. In addition, Juno was granted
certain nomination and reporting rights, including the right to
nominate two directors to the board, so long as Juno holds at least
20% of the company’s outstanding shares and one director so long as
Juno holds at least 10% of the company’s outstanding shares. This
renegotiation was approved by an independent board committee
responsible for reviewing and approving any transactions and
potential transactions with Juno. The family interests of
Danesh Varma have a significant
shareholding in Juno.
The net effect of the new agreement with the May 2022 financing was that the debt due to Juno
was reduced by £305,499, of which £78,345 was paid in cash and the
balance by conversion of debt.
Interest payable to Juno is shown in note 7 and the balance due
to Juno is shown in note 18. There were no further transactions
between the group and Juno or its group during the year. The family
interests of Danesh Varma have a
significant shareholding in Juno, a connected person.
Grangesberg
John Kearney and Danesh Varma, as nominees of the company, are
directors of Grangesberg Iron AB. Danesh
Varma has been associated with the Grangesberg project since
2007 when he became a director of Mikula Mining Limited, a company
subsequently renamed Eurang Limited, previously involved in the
Grangesberg project. He did not take part in the decision to enter
into the Grangesberg project when this was approved by the board in
2014. The Group has a liability to Eurang Limited, amounting to
£337,839 at the year-end (2021 – £343,613). See also note 18.
Key management personnel
All key management personnel are directors and appropriate
disclosure with respect to them is made in the directors’
remuneration report.
There are no other contracts of significance in which any
director has or had during the year a material interest.
25 Mineral holdings
Parys Mountain
(a) Most of the mineral resources delineated to date are under
the western portion of Parys Mountain, the freehold and minerals of
which are owned by the group. A royalty of 6% of net profits after
deduction of capital allowances, as defined for tax purposes, from
production of freehold minerals is payable. The mining rights over
and under this area, and the leasehold area described in (b) below,
are held in the Parys Mountain Mines Limited subsidiary.
(b) Under a mining lease from Lord Anglesey dated December 2006, the subsidiary Parys Mountain Land
Limited holds the eastern part of Parys Mountain, formerly known as
the Mona Mine. An annual certain rent of £18,727 is payable
for the year beginning 23 March 2021;
the base part of this rent increases to £20,000 when extraction of
minerals at Parys Mountain commences; this rental is index-linked.
A royalty of 1.8% of net smelter returns from mineral sales is also
payable. The lease may be terminated at 12 months’ notice and
otherwise expires in 2070.
(c) Under a renewable 30-year mining lease from the Crown dated
December 1991 there was an annual lease payment of £5,000 and a
royalty of 4% of gross sales of gold and silver from the lease area
was payable. This Crown lease expired in April 2020 and
negotiations in respect of the renewal of this lease or the
granting of a new lease are continuing. It is expected that a new
or renewed lease, if taken up and accepted, would be subject to
annual lease payments and a royalty on gold and silver sales.
Lease payments
The mining leases may be terminated by the group with 12 months’
notice. If they are not so terminated, the minimum payments due in
respect of the leases and royalty agreement are analysed as
follows: within the year commencing 1 April
2022 - £20,114 and for the five years between
1 April 2023 and 31 March 2026 - £106,713 Thereafter
the payments will continue at proportionate annual rates, in some
cases with increases for inflation, for so long as the leases are
retained or extended.
26 Material noncash
transactions
There were no material non-cash transactions in the year.
Under the Development and Co-operation Agreement with QME
Limited in respect of Parys Mountain optimisation studies which
began in 2018, it was agreed to grant QME various rights and
options relating to the future development of Parys Mountain
comprising contracts for the construction of the decline and the
underground mine, including rehabilitation of the shaft. This will
be done on terms to be agreed following a decision to proceed with
the development of Parys Mountain. In the absence of agreement such
contracts may be offered to third parties, subject to a right of
first refusal in favour of QME, and subject to a payment to QME,
upon the award of such contracts to a third-party, of a break-fee
of £500,000. Under such circumstances, the award of such contracts
to a third party could potentially create a contingent liability
for the payment of the break fee however such liability is not at
this time crystallised.
In addition, QME would be granted the right and option, upon
completion of a Prefeasibility Study, to undertake at its cost and
investment, the mine construction component of the Parys Mountain
project, including the decline and related underground and shaft
works, with a scope to be agreed, to the point of commencement of
production, in consideration of which QME would earn a 30%
undivided joint venture interest in the Parys Mountain project.
27 Commitments
Other than commitments under leases (note 25) there is no
capital expenditure authorised or contracted which is not provided
for in these accounts (2021 - nil).
28 Contingent
liabilities
There are no contingent liabilities (2021 - nil).
29 Events after the
period end
On 17 May 2022 a placing to
institutional investors for cash of 22,829,705 shares raising
£864,416 gross was completed. In connection with the financing,
1,250,000 broker warrants were issued to WH Ireland and Canaccord,
with each warrant exercisable at a price of 3.4 pence per share for a period of three
years.
At the same time, the terms of the Juno loan were amended,
6,681,000 shares were issued to Juno and a cash repayment of
£78,345 was made, together reducing the amount of the outstanding
loan by £305,499. See Notes 18 and 24.
On 4 August 2022, 500,000 shares
were issued to the chief executive, Jo
Battershill, .as share based compensation upon the
achievement of certain performance targets.
Notice of the Annual General
Meeting
Notice is given that the 2022 Annual General Meeting of Anglesey
Mining plc will be held at the offices of DLA Piper, 160 Aldersgate
Street London EC1A 4HT on 27 October
2022 at 11.00 am to consider
and, if thought fit, to pass the resolutions set out below.
As ordinary business
- To receive the annual accounts and directors' and auditor’s
reports for the year ended 31 March
2022
- To approve the directors' remuneration report for the year
ended 31 March 2022
- To approve the directors' remuneration policy in the directors’
remuneration report for
the year ended 31 March 2022
- To reappoint John F. Kearney as
a director
- To reappoint Jonathan (Jo)
Battershill as a director
- To reappoint Howard Miller as a
director
- To reappoint Danesh Varma as a
director
- To confirm the appointment of Namrata
Verma as a director
- To confirm the appointment of Andrew
King as a director
- To appoint UHY Farrelly Dawe White as auditor
- To authorise the directors to determine the remuneration of the
auditor.
As special business
12. That, pursuant to section 551 of the Companies Act 2006
("Act"), the directors be and are generally and unconditionally
authorised to exercise all powers of the company to allot shares in
the company or to grant rights to subscribe for or to convert any
security into shares in the company up to an aggregate nominal
amount of £2,800,000, provided that (unless previously revoked,
varied or renewed) this authority shall expire on 31 December 2023, save that the company may make
an offer or agreement before this authority expires which would or
might require shares to be allotted or rights to subscribe for or
to convert any security into shares to be granted after this
authority expires and the directors may allot shares or grant such
rights pursuant to any such offer or agreement as if this authority
had not expired.
This authority is in substitution for all existing authorities
under section 551 of the Act (which, to the extent unused at the
date of this resolution, are revoked with immediate effect).
13. That pursuant to section 570 of the Act, the directors be
and are generally empowered to allot equity securities (within the
meaning of section 560 of the Act) for cash pursuant to the
authority granted under section 551 of the Act pursuant to the
preceding resolution as if section 561(1) of the Act did not apply
to any such allotment, provided that this power shall be limited to
the allotment of equity securities:
(a) in connection with an offer of equity securities (whether by
way of a rights issue, open offer or otherwise) (i) to holders of
ordinary shares in the capital of the company in proportion (as
nearly as practicable) to the respective numbers of ordinary shares
held by them; and (ii) to holders of other equity securities in the
capital of the company, as required by the rights of those
securities or, subject to such rights, as the directors otherwise
consider necessary but subject to such exclusions or other
arrangements as the directors may deem necessary or expedient in
relation to treasury shares, fractional entitlements, record dates
or any legal or practical problems under the laws of any territory
or the requirements of any regulatory body or stock exchange;
and
(b) otherwise than pursuant to paragraph 12(a) above, up to an
aggregate nominal amount of £2,800,000
and (unless previously revoked, varied or renewed) this power
shall expire on 31 December 2023,
save that the company may make an offer or agreement before this
power expires which would or might require equity securities to be
allotted for cash after this power expires and the directors may
allot equity securities for cash pursuant to any such offer or
agreement as if this power had not expired. This power is in
substitution for all existing powers under section 570 of the Act
which, to the extent effective at the date of this resolution, are
revoked with immediate effect.
By order of the board
Danesh Varma
Company secretary
7 September 2022
Notes to the notice of the AGM
Entitlement to attend and vote
If you wish to attend the Annual General Meeting (Meeting) in
person, you must send an email to mail@angleseymining.co.uk by
11.00 a.m. on 25 October 2022 to make an advance booking for
your attendance. You must also attach a Letter of Corporate
Representation from the custodian of your shares if the shares are
not registered in your name. Please note that your name must be
pre-registered with the venue in advance of the day.
To be entitled to attend and vote at the Meeting (and for the
purpose of the determination by the Company of the votes they may
cast), shareholders must be registered in the Register of Members
at close of business on 25 October
2022 (or, in the event of any adjournment, at the close of
business on the date which is two business days before the date of
the adjourned meeting). Changes to the Register of Members after
the relevant deadline shall be disregarded in determining the
rights of any person to attend and vote at the Meeting.
Appointment of proxies
Members who are entitled to attend and vote at the Meeting are
entitled to appoint a proxy to exercise all or any of their rights
in relation to the meeting on their behalf at the meeting. A
shareholder may appoint more than one proxy in relation to the
Meeting provided that each proxy is appointed to exercise the
rights attached to a different share or shares held by that
shareholder. A proxy need not be a shareholder of the Company. The
appointment of a proxy shall be subject to any special arrangements
that the board of directors determines is necessary in light of the
coronavirus pandemic.
You can appoint a proxy by:
- logging onto www.signalshares.com and submitting your proxy
appointment and votes online by following the instructions. If you
have not previously done so, you will first need to register to use
this service. To do this you will need your investor code detailed
on your share certificate; or
- if you are a CREST member, submitting a proxy appointment
electronically by using the CREST voting service (in accordance
with the notes below).
If you would prefer a paper proxy form, you may request one from
the registrar, Link Group, by calling 0371 664 0300 (Calls are
charged at the standard geographic rate and will vary by provider).
If you are calling from overseas, the number is +44 (0)371 664 0300
and calls will be charged at the applicable international rate.
Proxy appointments must be received by no later than
11.00 a.m. on 25 October 2022 for them to be valid (or in the
event of an adjournment, no later than 48 hours (excluding any part
of a day that is not a working day) before the time of the
adjourned meeting). Beneficial owners of Ordinary Shares should
consult with their custodian or nominee in case they have any
queries on how to complete and submit a proxy appointment on their
behalf.
The return of a completed proxy form or the submission of an
electronic proxy appointment will not prevent a shareholder
attending the Meeting and voting in person if he/she wishes to do
so, subject to any legislation in force temporarily limiting such
rights.
In the case of joint holders, where more than one of the joint
holders purports to appoint a proxy, only the appointment submitted
by the most senior holder will be accepted. Seniority is determined
by the order in which the names of the joint holders appear in the
Register of Members in respect of the joint holding (the
first-named being the most senior).
To change proxy instructions, please submit a new proxy
appointment using the methods set out above. If you submit more
than one valid proxy appointment, the appointment received last
before the latest time for the receipt of proxies will take
precedence.
Appointment of proxies through CREST
CREST members who wish to appoint a proxy or proxies through the
CREST electronic proxy appointment service may do so by using the
procedures described in the CREST Manual. CREST Personal Members or
other CREST sponsored members, and those CREST members who have
appointed (a) service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able to take the
appropriate action.
In order for a proxy appointment or instruction made using the
CREST service to be valid, the appropriate CREST message (a CREST
Proxy Instruction) must be properly authenticated in accordance
with Euroclear UK & Ireland Limited’s specifications, and must
contain the information required for such instruction, as described
in the CREST Manual (available via www.euroclear.com). In order to
be valid, the message, regardless of whether it constitutes the
appointment of a proxy or is an amendment to the instruction given
to a previously appointed proxy, must be transmitted so as to be
received by the issuer’s agent (ID RA10) by no later than
11.00 a.m. on 25 October 2022. For this purpose, the time of
receipt will be taken to be the time (as determined by the time
stamp applied to the message by the CREST Application Host) from
which the issuer’s agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. After this time any
change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors, or
voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular message. Normal system timings and limitations
will, therefore, apply in relation to the input of CREST Proxy
Instructions.
It is the responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member, or sponsored
member, or has appointed a voting service provider, to procure that
his CREST sponsor or voting service provider(s) take(s)) such
action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by any particular time. In
this connection, CREST members and, where applicable, their CREST
sponsors or voting system providers are referred, in particular, to
those sections of the CREST Manual concerning practical limitations
of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Nominated persons
Any person to whom this Notice is sent who is a person nominated
under section 146 of the Act to enjoy information rights (a
Nominated Person) may, under an agreement between him/her and the
shareholder by whom he/she was nominated, have a right to be
appointed (or to have someone else appointed) as a proxy for the
Meeting. If a Nominated Person has no such proxy appointment right
or does not wish to exercise it, he/she may, under any such
agreement, have a right to give instructions to the shareholder as
to the exercise of voting rights.
The statement in these notes concerning the rights of
shareholders in relation to the appointment of proxies in the note
on page 16 of this document does not apply to Nominated Persons.
Such rights described in that note can only be exercised by
shareholders of the Company.
Corporate representatives
Any corporation which is a member can appoint one or more
corporate representatives who may exercise on its behalf all of its
powers as a member provided that they do not do so in relation to
the same shares. The attendance in person of the meeting of any
corporate representative shall be subject to any special
arrangements that the board of directors determines necessary in
light of the coronavirus pandemic.
Publication of audit concerns on website
Under section 527 of the Act, shareholders have the right to
request publication of any concerns that they propose to raise at
the Meeting relating to the audit of the Company’s accounts,
subject to meeting the threshold requirements set out in that
section. Where a statement is published the Company will forward
the statement to the auditor not later than the time when it makes
the statement available on the website. The business which may be
dealt with at the Meeting includes any statement that the Company
has been required, under section 527 of the Act, to publish on its
website. The Company cannot require the members concerned to pay
its expenses in complying with either section 527 or 528 of the
Act.
Entitlement to ask questions
Any shareholder attending the meeting has the right to ask
questions relating to the business of the meeting and for these to
be answered, unless the answer: would interfere unduly with the
preparation for the meeting or involve the disclosure of
confidential information; has already been published on the
website; or it is not in the interests of the Company or the good
order of the meeting that the question be answered.
Details of communications
The electronic address given in this Notice for the appointment
of proxies for the meeting is given for that purpose only and may
not be used for any other purposes including general communication
with the Company in relation to the meeting or otherwise. Except as
provided above, members who have general queries about the Meeting
should use the following means of communication (no other method of
communication will be accepted):
- calling the shareholder helpline, 0371 664 0300 or from
overseas +44 371 664 0300;
- by email to shareholderenquiries@linkgroup.co.uk; or
- by writing to the registrar, Link Group, 10th Floor, Central
Square, 29 Wellington Road, Leeds,
LS1 4DL.
Documents on Display
Copies of this document and of the Articles of Association will
be available for inspection at the registered office of the Company
during usual business hours on any weekday (Saturdays, Sundays and
public holidays excluded) from the date of this document and at the
place of the Meeting from at least 15 minutes prior to, and until
the conclusion of, the Meeting. A copy of this document, and other
information required by section 311A of the Act, can be found on
the investors section of the website at
www.angleseymining.co.uk.
Issued shares and total voting rights
As at 7 September 2022 (being the
latest practicable date prior to the publication of this Notice)
the issued share capital consisted of 280,675,721 ordinary shares
with a nominal value of £0.01 each, carrying one vote each and
21,529,451 Deferred A Shares and 116,241,384 Deferred B Shares
which do not carry any rights to vote. Therefore, the total voting
rights as at 7 September 2022 are
280,675,721.
John F.
Kearney
|
Irish, aged 71, is
Chairman of Anglesey Mining plc, and several other public
companies, including Labrador Iron Mines Holdings Limited, Buchans
Resources Limited and Minco Exploration plc, and until 2019 was
Chairman of Canadian Zinc Corporation. He is a director of
Grangesberg Iron AB.
Over the course of his career, he has served as a senior officer
(usually chairman and/or chief executive) of more than thirty
public companies incorporated in Canada; Ireland; United Kingdom;
United States; Australia and elsewhere, the shares of which were
listed on various stock exchanges (including London Stock Exchange;
AIM Market; Toronto Stock Exchange; New York Stock Exchange;
American Stock Exchange; NASDAQ; Australian Stock Exchange).
Mr. Kearney also served as a director and member of the Executive
Committee of the Mining Association of Canada and as a director and
two term President of the Northwest Territories and Nunavut Chamber
of Mines.
Mr. Kearney is a member of the Prospectors and Developers
Association of Canada, the Canadian Institute of Mining and
Metallurgy and the Law Society of Ireland. He holds degrees in law
and economics from University College Dublin, an M.B.A. degree from
Trinity College Dublin, and a Certificate in Mining Law from
Osgoode Hall Law School, York University, Toronto. He qualified as
a solicitor in Ireland and as a chartered secretary with the
Institute of Chartered Secretaries and Administrators in London. He
is a member of the nomination and remuneration committees. |
Jonathan (Jo)
Battershill
from 21 August 2022 |
aged 52, Chief
Executive, is a mining geology graduate from Camborne School of
Mines and has over 25 years of experience both in mining operations
and in the finance sector, particularly in Australia and in the
United Kingdom.
After almost a decade working in mining operations and business
development with Western Mining Corporation in Australia, in 2004
he joined a boutique broking house in Perth, Western Australia. He
subsequently worked in the mining finance sector for 17 years until
July 2021, primarily as an Executive Director for UBS in
Sydney/London and as Managing Director for Canaccord in London. He
has extensive knowledge and connections within the mining finance
industry, having been part of globally top ranked mining ECM/Sales
between 2008 and 2021. Early in his mining career he worked as an
underground miner at the South Crofty Tin Mine in Cornwall, while
attending the School of Mines.
Mr Battershill is also non-executive director of AIM listed Alien
Metals Limited and ASX listed companies Silver Mines Limited and
Errawarra Resources Limited. |
Bill
Hooley
until 7 June 2022 |
Bill Hooley was a
director until his untimely death on 7 June 2022.
aged 75, Deputy Chairman and previously Chief Executive until 31
July 2021, was a mining engineering graduate from the Royal School
of Mines, London and had extensive experience in the minerals
industry including mine and processing operations, planning,
project management and corporate management in many countries
including Australia, Saudi Arabia, Canada and the UK.
He also practised as a minerals industry consultant at a senior
level and has managed other businesses developing and selling
products and services to the minerals and related industries. He
was Vice-Chairman and a director of Labrador Iron Mines Holdings
Limited as well as chairman and a director of Grangesberg Iron AB
and Angmag AB. He had been a director of a number of other
companies involved in the minerals industry and was a Fellow of the
Australasian Institute of Mining and Metallurgy. |
Danesh
Varma |
aged 72, Finance
Director and Company Secretary is a chartered accountant in England
and Wales, and Canada, with many years of experience in financial
management. He is currently a director of Brookfield Investment
Corp., Canadian Manganese Corp., Labrador Iron Mines Holdings
Limited, Grangesberg Iron AB, Angmag AB and Minco Exploration plc.
He also serves as the Chief Financial Officer of Buchans Resources
Limited.
Previously he was President of American Resource Corporation and
Westfield Minerals Limited and a director of Northgate Exploration
Limited., Minco plc and Connemara Mining plc |
Howard
Miller |
aged 78, non-executive director, a
lawyer with over 45 years’ experience in the legal and mining
finance sector in Africa, Canada and the UK. He has extensive
experience in the financing of resource companies. He was chairman
and chief executive of Avnel Gold Mining Limited, which operated
the Kalana gold mine in Mali and was acquired by Endeavour Mining
in 2018. He is a member of the remuneration, audit and nomination
committees and the lead independent director. |
Andrew King
From 20 December 2022 |
aged 57, non-executive
director appointed 20 December 2021. Andrew is a proven business
leader with more than 30 years’ experience in the mining, metals
and banking sectors where his management experience has encompassed
strategic, financial and operational oversight. He is currently
Managing Director of Scanmetals A/S, a specialist metal recycling
business with operations in Denmark, the UK and Germany. Prior
thereto he was Group Business Development Director at Amalgamated
Metal Corporation Plc. and for thirteen years Andrew held various
positions with Standard Bank including Head of Resource Banking,
Global Co-Head Investment Banking, and Chief Executive Standard
Bank Asia.
Earlier in his career he worked with BMO Nesbitt Burns and Warrior
International. Other directorships have included Avnel Gold Mining
Limited and Rame Energy plc. Andrew has a BSc in Metallurgical
Engineering from the University of the Witwatersrand, South Africa
and an MBA from the London Business School.
He is a member of the audit and nomination committees. |
Namrata Verma
From 20 December 2022 |
aged 42, non-executive
director appointed 20 December 2021. Namrata Verma is an
experienced corporate finance executive with strong credentials in
advising metals and mining companies with assets at the
pre-feasibility and feasibility stages on project bankability,
growth strategies, funding options, and financing execution.
She is the founder of Terrafranca Advisory, which was set up in
2015 to provide independent debt financing advice to early-stage
and small and mid-cap mining companies and investors. She has
advised on bankability considerations, debt structuring and
arranging on numerous mining projects in Europe and Africa.
Namrata previously had more than a decade of experience at Standard
Chartered Bank, in Asia and the UK, where she was a director in the
mining finance team focused on advising and arranging project and
structured debt financing, acquisition financing and working
capital funding for mining and metals clients. Namrata holds a
Bachelor of Engineering from Nanyang Technological University,
Singapore and an MBA from the London Business School.
She is a member of the audit and remuneration committees. |
About Anglesey Mining plc
Anglesey Mining is traded on the AIM market of the London Stock
Exchange and currently has 280,675,721 ordinary shares on
issue.
Anglesey is developing its 100% owned Parys Mountain
Cu-Zn-Pb-Ag-Au deposit in North
Wales, UK with a 2020 reported resource of 5.2 million
tonnes at 4.3% combined base metals in the Indicated category and
11.7 million tonnes at 2.8% combined base metals in the Inferred
category.
Anglesey holds an almost 20% interest in the Grangesberg Iron
project in Sweden, together with
management rights and a right of first refusal to increase its
interest to 70%. Anglesey also holds 11% of Labrador Iron
Mines Holdings Limited, which through its 52% owned subsidiaries,
is engaged in the exploration and development of direct shipping
iron ore deposits in Labrador and
Quebec.
For further information, please
contact:
Anglesey Mining plc
Jo Battershill, Chief Executive –
Tel: +44 (0)7540 366000
John Kearney, Chairman – Tel: +1
647 728 4106
Davy
Nominated Adviser & Joint Company
Broker
Brian Garrahy / Lauren O’Sullivan
– Tel: +353 1 679 6363
WH Ireland
Joint Corporate Broker
Katy Mitchell / Harry Ansell – Tel: +44 (0) 207 220 1666
Canaccord Genuity Limited
Joint Company Broker
James Asensio / Harry Rees – Tel: +44 (0) 20 7523 8000
Scout Advisory Limited
Investor Relations Consultant
Sean Wade – Tel: +44 (0) 7464
609025
LEI: 213800X8BO8EK2B4HQ71