TIDMCRES
RNS Number : 8143T
Citius Resources PLC
27 July 2022
Citius Resources Plc
("Citius" or the "Company")
Annual Report and Financial Statements for the year ended 30
April 2022 and Notice of Annual General Meeting
The Board of Citius Resources Plc is pleased to announce its
annual report and audited financial results for the year ended 30
April 2022.
The Notice of Annual General Meeting is today being posted to
shareholders. The Annual General Meeting will be held at 55 Athol
Street, Douglas, Isle of Man at 10.00 am on 19 August 2022.
Electronic copies of the annual report and the notice of annual
general meeting & proxy form will be available at the Company's
website https://citiusresources.co.uk/
Citius Resources Plc Cameron Pearce
Tel: +44 (0)1624 681 250
cp@pangaeaenergy.co.uk
Tavira Securities Limited Jonathan Evans
Tel: +44 (0)20 7330 1833
jonathan.evans@tavirasecurities.com
-------------------------------------
Shard Capital Partners Damon Heath
Tel: +44 (0)20 7186 9927
damon.heath@shardcapital.com
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Chairman Statement
Dear Shareholders,
It is with pleasure that your director presents the 2022 Annual
Financial Report of Citrus Resources Plc (the "Company").
This year and subsequent has seen two major milestones completed
with the successful IPO in August 2021 and the entry into the
agreement to acquire AUC Mining (U) Limited in June 2022.
The Company raised GBP560,000 for its IPO and admitted its
entire issued share capital, being 43,250,000 ordinary sharesof
GBP0.005 each ("Ordinary Shares"), to the Official List (by way of
a Standard Listing under Chapter 14 of the Listing Rules) and to
trading on the LondonStock Exchange's Main Market for listed
securities (the "Admission"). The Company was formed for the
purposes of acquiring a natural resources asset.
Subsequently the Company agreed terms with the vendors of AUC
Mining (U) Limited, the holder of the Kamalenge Gold Project (the
"Acquisition") which is located in the Mubende Gold District in
Uganda, and is now progressed in its due diligence and has
commenced the process for completion of the acquisition.
The Kamalenge Gold Project is a highly exciting project given
the exploration work to date and indications that it may host a
high-grade gold project with the potential for near term
production.
The Company is now well positioned to complete the Acquisition
which would constitute a Reverse Take Over under the Listing Rules
and accordingly, the Company would apply for the re-admission of
its shares to the Official List and the Main Market of the London
Stock Exchange.
Winton Willesee
Non-Executive Chairman
26 July 2022
Strategic Report for the year ended 30 April 2022
The Directors present the Strategic Report of Citius Resources
Plc for the year ended 30 April 2022.
Business of the Company
The Company was incorporated on 15 April 2020 as a private
company with limited liability under the laws of England and Wales
under the Companies Act 2006 with registered number 12557958.
The Company was formed to undertake an acquisition of a target
company or business. On 9 June 2022 the Company announced that it
has entered into a binding Heads of Terms with regard to the
possible acquisition of 100% of the share capital of AUC Mining (U)
Limited ("AUC"). Please see note 16 for further details.
Business Strategy
The Company has identified the following criteria that it
believes are important in evaluating a prospective target company
or business. The Acquisition and any future acquisition will be
long-term investments for the Company. It will generally use these
criteria in evaluating acquisition opportunities. However, it may
also decide to enter into the Acquisition with a target company or
business that does not meet the below criteria.
The Directors intend to take an active approach to completing
the Acquisition and to adhere to the following criteria, insofar as
reasonably practicable:
-- Geographic focus : The Company intends, but is not required
to, seek to acquire an exploration or production company or
business with operations in precious and base metals in Europe,
Africa, and the Middle East with: (i) strong underlying
fundamentals and clear broad-based growth drivers; (ii) a
meaningful population and an identifiable market; (iii) established
financial regulatory systems; (iv) stable political structures; and
(v) strong or improving governance and anti-corruption ratings.
-- Sector focus: The Company intends to search initially for
acquisition opportunities in the precious and base metals sector,
but the Company shall not be limited to such sector. The Company
intends to seek opportunities which are in pre-production at an
exploration and/or development stage. The Directors believe that
opportunities exist to create value for Shareholders through a
properly executed, acquisition-led strategy in the precious and
base metals industry, however the Directors will consider other
industries and sectors where they believe that value may be created
for Shareholders.
-- Identifiable routes to value creation: The Company intends,
but is not required to, seek to acquire a company or business in
respect of which the Company can: (i) play an active role in the
optimisation of strategy and execution which for opportunities in
pre-production would enable the Company to create value; (ii)
enhance existing management capabilities through the Directors'
proven management skills and depth of experience; (iii) affect
operational changes to enhance efficiency and profitability; and
(iv) provide capital to support significant, credible, growth
initiatives.
-- Management of the Acquisition: The Acquisition may be made by
direct purchase of an interest in a company, partnership or joint
venture, or a direct interest in a project, and can be at any stage
of development. Following the completion of the Acquisition, the
Directors will work in conjunction with incumbent management teams
to develop and deliver a strategy for performance improvement
and/or strategic and operational enhancements.
The Directors believe that their broad, collective experience,
together with their extensive network of contacts, will assist them
in identifying, evaluating and funding suitable acquisition
opportunities, particularly in the precious and base metals sector,
where the Directors believe that their experience will enable value
creation. External advisers and professionals may be engaged as
necessary to assist with sourcing and due diligence of prospective
acquisition opportunities. The Directors may consider appointing
additional directors with relevant experience if the need
arises.
Any evaluation relating to the merits of a particular
Acquisition will be based, to the extent relevant, on the above
factors as well as other considerations deemed relevant to the
Company's business objective by the Directors. In evaluating a
prospective target company or business, the Company expects to
conduct a due diligence review which will encompass, among other
things, meetings with incumbent management and employees, document
reviews, inspection of facilities, as well as a detailed review of
financial and other information which will be made available. The
time required to select and evaluate a target company or business
and to structure and complete the Acquisition, and the costs
associated with this process, are not currently ascertainable with
any degree of certainty.
The Company expects that the Acquisition will be to acquire a
controlling interest in a target company or business. The Company
(or its successor) may consider acquiring a controlling interest
constituting less than the whole voting control or less than the
entire equity interest in a target company or business if such
opportunity is attractive; provided, the Company (or its successor)
would acquire a sufficient portion of the target entity such that
it could consolidate the operations of such entity for applicable
financial reporting purposes. Future complementary acquisitions may
be non-controlling.
The determination of the Company's post-Acquisition strategy and
whether any Directors will remain with the combined company and, if
so, on what terms, will be made following the identification of the
target company or business but at or prior to the time of the
Acquisition.
Results for the year and distributions
The results are set out in the Statements of Comprehensive
Income. The total comprehensive loss attributable to the equity
holders of the Company for the year was GBP259,694 (2020:
GBP158,612).
The Company paid no distribution or dividends during the
year.
Key performance indicators
At this stage in its development, the Company is focusing on the
evaluation of various resources projects. As and when the Company
executes its first substantial acquisition, financial, operational,
health and safety and environmental KPIs may become relevant and
will be measured and reported as appropriate. As such the only KPI
the Company monitors is whether it can successfully identify and
secure an investment opportunity.
Position of Company's Business
As at 30 April 2022 the Company's statement of Financial
Position shows net assets totalling of GBP737,163 (2021:
GBP141,388). The Company has minimal liabilities and is considered
to have a strong cash position at the report date.
Employees
The Board of Directors (the "Board") contains personnel with a
good history of running businesses that have been compliant with
all relevant laws and regulations and there have been no instances
of non-compliance in respect of environmental matters.
At present, there are no female Directors in the Company. The
Company has one executive director and two non-executive
directors.
Principal risks and uncertainties
The Company operates in an uncertain environment and is subject
to a number of risk factors. The Directors consider the following
risk factors to be of particular relevance to the Company's
activities and to any investment in the Company. It should be noted
that the list is not exhaustive and that other risk factors not
presently known or currently deemed immaterial may apply.
Issue Risk/Uncertainty Mitigation
Unproven business The Company is a newly The management team
model formed entity with no operating has experience in acquiring,
history. Although the Company investing in and/or
announced on June 2022 managing companies in
that it has entered into the sector. External
a binding Heads of Terms advisers with specific
with regard to the possible related knowledge and
acquisition of 100% of experience have been
the share capital of AUC brought in to support
Mining (U) Limited ("AUC"), the Board.
there is a risk that the
acquisition might not be
completed or that the acquisition
mightnot create value for
shareholders.
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The Company The Company is dependent All members of the Board
relies on the on the Directors to identify have shareholdings in
experience and potential acquisition opportunities the Company and the
talent of its and to execute an acquisition one Executive Director
management and and the loss of the services has a significant shareholding
advisers of the Directors could in the Company.
materially adversely affect
the Company's strategy
or ability to deliver upon
it in a timely manner or
at all.
------------------------------------- ---------------------------------
The Company The Company may be unable The Board is clear that
is unable to to complete an acquisition all acquisitions and
complete any in a timely manner or at investments completed
acquisitions all or to fund the operations by the Company will
of the target business provide substantial
if it does not obtain additional returns for shareholders
funding following completion which will support the
of an acquisition. funding requirements.
------------------------------------- ---------------------------------
Raising funding The Company may need to It is anticipated that
raise substantial additional a reverse acquisition
capital in the future to will take place and
fund any acquisition and that funds will be raised
future revenues, taxes, for the enlarged business
capital expenditures and in conjunction with
operating expenses will the acquisition. The
all be factors which will Company monitors its
have an impact on the amount cash requirements carefully
of additional capital required. and the net proceeds
Any additional equity financing from the share issues
may be dilutive to Shareholders have been conserved
and debt financing, while as much as possible
widely available, may involve pending completion of
restrictions on financing an acquisition.
and operating activities.
------------------------------------- ---------------------------------
The Company The Company may be subject The Company monitors
may be subject to regulatory risks, in legislative and regulatory
to changes in particular competition,data, changes and alters its
regulation affecting and publishing regulations business practices where
the minning following an acquisition. appropriate. In the
sector. event that the Company
becomes subject to specific
regulation regarding
its activities either
before or after an acquisition,
the Company will put
in place such procedures
as are necessary to
ensure it complies with
such regulation.
------------------------------------- ---------------------------------
Financial risk management
The Company's principal financial instruments comprise cash
balances, accounts payable and accounts receivable arising in the
normal course of its operations.
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital.
In order to maintain or adjust the capital structure, the
Company may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to
reduce debt.
As at 30 April 2022 there is no significant exposure to
liquidity or price risk, the only credit risk applicable is over
the cash balance which is held with a reputable bank.
Section 172 Statement
Under section 172 of the Companies Act 2006 ("Section 172"), a
director of a company must act in a way that they consider, in good
faith, and would most likely promote the success of the company for
the benefit of its members as a whole, taking into account the
non-exhaustive list of factors set out in Section 172.
Section 172 also requires directors to take into consideration
the interests of other stakeholders set out in Section 172(1) in
their decision making.
The Company, as a special purpose acquisition vehicle seeking an
acquisition that: has yet to complete an acquisition; has no
employees; and has a Board and business which came together in
conjunction with the Company's listing on the LSE Main Market in
August 2021, has had relatively little interaction with its members
and internal stakeholders during the period from Admission to 30
April 2022 (the "Reporting Period"). The Board believes they have
acted on the way most likely to promote the success of the Company
for the benefit of its members as a whole, as required by section
172.
It should be noted that due to the early stage of the Company's
development, the Board also deems the Company's impact on external
stakeholders to have been minimal during the Reporting Period.
Engagement with our members plays an essential role throughout our
business. We are cognisant of fostering an effective and mutually
beneficial relationship with our members. Our understanding of our
members is factored into boardroom discussions and decisions
regarding the potential long-term impacts of our strategic
decisions.
Post the Reporting Period end, the Directors have continued to
have regard to the interests of the Company's stakeholders,
including the potential impact of its future activities and
acquisition strategy on the community, the environment and the
Company's reputation, when making decisions. The Directors also
continue to take all necessary measures to ensure the Company is
acting in good faith and fairly between members and is promoting
the success of the Company for its members in the long term.
As outlined above, the Company did not retain any employees
during the Reporting Period and therefore this Section 172
statement does not make reference to how we consider their
interests. The Company will monitor the need to incorporate the
interests of employees in its decision making as the Company
grows.
The table below acts as our Section 172 statement by setting out
the key stakeholder groups, their interests and how the Company
engages with them. Given the importance of stakeholder focus,
long-term strategy and reputation to the Company, these themes are
also discussed throughout this Annual Report.
Stakeholder Their interests How we engage
Investors
* Comprehensive review of financials * Regular reports and analysis on investors and
shareholders
* Business sustainability
* Annual Report
* High standard of governance
* Company website
* Success of the business
* Shareholder circulars
* Ethical behaviour
* AGM
* Awareness of long-term strategy and direction
* RNS announcements
* Press releases
Regulatory
bodies * Compliance with regulations * Company website
* Company reputation * RNS announcements
* Insurance * Annual Report
* Direct contact with regulators
* Compliance updates at Board Meetings
* Consistent risk review
Partners
* Business strategy * Meetings and negotiations
* Application of acquisition strategy * Reports and proposals
* Dialogue with third party stakeholders where
appropriate
The Company had no trading activity during the year ended.
The Company follows international best practice on environmental
aspects of our work.
This report was approved and authorised for issue by the board
and signed on its behalf by:
Cameron Pearce
Director
26 July 2022
Directors' Report for the year ended 30 April 2022
Cameron Pearce (Chief Executive Officer)
Cameron Pearce is an Australian citizen and has extensive
professional and management experience in both the Australian and
United Kingdom finance industries. Providing corporate, strategic,
financial and advisory assistance to private and public companies
in both Australia and the United Kingdom. With over twenty years of
experience in senior financial and management positions he brings a
wealth of knowledge in both publicly listed and private
enterprises. Providing partnerships in Australia, Europe, Asia,
Africa and Central America.
Mr Pearce is a member of the Australian Institute of Chartered
Accountants. He is currently a Director at Blencowe Resources plc ,
and Stallion Resources plc . He was previously Chairman at Emmerson
plc and CEB Resources plc and a Director at Magnolia Resources
Limited and Polish Coal Resources plc.
Winton William Willesee (Non-Executive Chairman)
Winton Willesee is an experienced company director with
particular experience with publicly listed companies.
Mr Willesee has considerable experience with publicly listed and
other companies over a broad range of industries having been
involved with many successful ventures from early stage through to
large capital development projects.
Mr Willesee is also currently director of five ASX listed
companies and has previously held the role with a number of others
including a UK listed company over his career. Currently the
director of the following ASX listed companies; Chairman of New
Zealand Coastal Seafoods Limited, a secondary producer of premium
seafood products in New Zealand, a director of Hygrovest Limited ,
a listed investment company specialising in high growth
investments, Nanollose Limited, a company developing a unique and
patented eco-friendly fibre for the clothing industry and other
uses, Neurotech International Limited, a company researching and
developing treatments for neurological disorders, and Chairman of
UUV Aquabotix, a shell company acquiring a fintech business in an
RTO transaction.
He is also a Fellow of the Financial Services Institute of
Australasia, a Fellow of the Governance Institute of Australia and
the Institute of Chartered Secretaries and Administrators. Also a
Graduate member of the Australian Institute of Company Directors,
and a Member of CPA Australia.
Mr Willesee has a Master of Commerce, a Post-Graduate Diploma in
Business (Economics and Finance). Additionally, Graduate Diplomas
in Applied Finance and Investment, Applied Corporate Governance,
Education and a Bachelor of Business.
Daniel Rootes (Non-Executive Director)
Daniel is based in Perth, Australia and has 10 years of
experience working in the Finance industry. Having extensive
experience with hedge funds, family offices and wealth managers and
road-showing companies in Singapore and Hong Kong. This experience
provides Citius Resources Plc excellent exposure into Asia
corporately and to future investors.
Over the past 5 years, Daniel has spent his time marketing
listed companies to investors. During this period he has built up a
strong network and developed relationships with corporate advisers,
wealth managers, mainstream media and marketing companies striving
to get the best results. Prior to that, he worked for Colonial
First State in Sydney, executing trades for some of the largest
funds in Australia.
The Directors present their report with the audited financial
statements for the year ended 30 April 2022. A review of the
business and results of the Company for the year is contained in
the strategic report, which should be read in conjunction with this
report.
The Directors present their report with the audited financial
statements for the year ended 30 April 2022. A review of the
business and results of the Company for the year is contained in
the strategic report, which should be read in conjunction with this
report.
Directors
The Directors who held office during the year and to the date of
this report, together with details of their interest in the shares
of the Company at 30 April 2022 and the date of this report
were:
Number of Ordinary Number of Share
Shares Options
Cameron Pearce 6,000,000 950,000
Daniel Rootes 1,000,000 950,000
Winton Willesee 3,000,000 950,000
Details of the Directors' fees are given in note 6 to the
accounts.
Directors' indemnities
As the Company has no trading at the moment, there is not a
third-party indemnity policy in place at the date of this financial
statements.
Going Concern
The Directors have reviewed the Company's ongoing activities
including its future intentions in respect of acquisitions and
having regard to the Company's existing working capital position
and its ability to potentially raise finance, if required, the
Directors are of the opinion that the Company has adequate
resources to enable it to continue in existence for a period of at
least 12 months from the date of these financial statements.
Corporate Governance
The Governance report forms part of the Directors' report and is
disclosed within..
Policy for new appointments
Without prejudice to the power of the Company to appoint any
person to be a Director pursuant to the Articles the Board shall
have power at any time to appoint any person who is willing to act
as a Director, either to fill a vacancy or as an addition to the
existing Board, but the total number of Directors (other than
alternate directors) must not be less than two and must not be more
than 15 in accordance with the Articles. Any Director so appointed
shall hold office only until the annual general meeting of the
Company next following such appointment and shall then be eligible
for re-election but shall not be taken into account in determining
the number of Directors who are to retire by rotation at that
meeting. If not re-appointed at such annual general meeting, he
shall vacate office at the conclusion thereof.
Rules for amendment of articles
Directors cannot alter the Company's Articles unless a special
resolution is approved by the shareholders. A special resolution
requires at least 75% of a company's members to vote in favour for
it to pass.
Substantial shareholders
No single person directly or indirectly, individually or
collectively, exercises control over the Company. The Directors are
aware of the following persons, who had an interest in 3% or more
of the issued ordinary share capital of the Company as at 08 July
2022:
Shareholder % of issued share capital of the Company
JIM Nominees Limited 44.24%
HSBC Global Custody Nominee (UK) Limited 13.87%
Azalea Family Holdings 6.94%
Pershing Nominees Limited 5.78%
West End Ventures Pty Ltd 3.85%
Peel Hunt Holdings Limited 3.78%
ISI Nominees Limited 3.58%
Financial risk management
The Company's major financial instruments include bank balances,
trade and other payables and accrued expense. Details of these
financial instruments are disclosed in respective notes. The risks
associated with these financial instruments, and the policies on
how to mitigate these risks are set out below. The management
manages and monitors these exposures to ensure appropriate measures
are implemented on a timely and effective manner.
Greenhouse Gas (GHG) Emissions
The Company is aware that it needs to measure its operational
carbon footprint in order to limit and control its environmental
impact. However, given the very limited nature of its operations
during the year under review, it has not been practical to measure
its carbon footprint.
In the future, once trading has commenced following an
acquisition, the Company will measure the impact of its direct
activities, as the full impact of the entire supply chain of its
suppliers cannot be measured practically.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Directors'
Report and the Financial Statements in accordance with applicable
law and regulations. In addition, the Directors have elected to
prepare the financial statements in accordance with UK-adopted
International Accounting Standards ("IFRS") and the Companies Act
2006.
The Financial Statements are required to give a true and fair
view of the state of affairs of the Company and of the profit or
loss of the Company for that year.
In preparing these Financial Statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- present information and make judgements that are reasonable,
prudent and provides relevant, comparable and understandable
information.
-- provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable users to
understand the impact of particulars transactions, other events and
conditions on the entity's financial position and financial
performance; and
-- make an assessment of the Company's ability to continue as a
going concern. Statement of Directors' responsibilities
(continued)
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time its
financial position of the Company to enable them to ensure that the
financial statements comply with the requirements of the Companies
Act 2006. They have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation governing the preparation and
dissemination of financial statements may differ from one
jurisdiction to another.
We confirm that to the best of our knowledge:
* the financial statements, prepared in accordance with
UK-adopted International Accounting Standards and the
Companies Act 2006, give a true and fair view of the
assets, liabilities, financial position and profit or
loss of the Company for the period;
-- the Directors' report includes a fair review of the
development and performance of the business and the position of the
company, together with a description of the principal risks and
uncertainties that they face;
-- the annual report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the company's performance,
business model and strategy.
Dividends
Directors do not recommend a final dividend (2021: nil) .
Embed effective risk management, considering both opportunities
and threats, throughout the organisation
The Directors are responsible for maintaining the Company's
systems of controls and risk management in order to safeguard its
assets.
Risk is monitored and assessed by the Board who meet regularly
and are responsible for ensuring that the financial performance of
the Company is properly monitored and reported. This process
includes reviews of annual and interim accounts, regulatory market
announcements, internal control systems, procedures and accounting
policies.
The Board receives guidance from FIM Capital Limited, the
Administration to the Company, covering updates to relevant
legalisation and rules to ensure they remain fully informed and
able to make informed decisions.
Subsequent events
Please see note 16 for details of the Company's subsequent
events.
Auditors
The auditors, Crowe U.K LLP, have expressed their willingness to
continue in office and a resolution to reappoint them will be
proposed at the Annual General Meeting.
Disclosure of Information to Auditors
So far as the Directors are aware, there is no relevant audit
information of which the Company's auditors are unaware, and each
Director has taken all the steps that he ought to have taken as a
Director in order to make himself aware of any relevant audit
information and to establish that the Company's auditors are aware
of that information.
This report was approved and authorised for issue by the Board
and signed on its behalf by:
Cameron Pearce
Director
26 July 2022
Directors' Remuneration Report for the year ended 30 April
2022
Dear Shareholders,
On behalf of the Board, I am pleased to present our first
Remuneration Report. It has been prepared in accordance with the
requirements of The Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013 (the
Regulations) and, after this introductory letter, is split into two
areas: the Remuneration Policy and the Annual Report on
Remuneration.
Citius Resources Plc was incorporated on 15 April 2020 and was
admitted to the Official List and to trading on the Main Market of
the London Stock Exchange on 25 August 2021. Since the listing, the
Company has been a cash shell seeking to make acquisitions in the
mining sector.
At present the Company has three directors, one executive and
two non-executives, and no employees. We outlined in our Admission
prospectus that prior to completing an acquisition the directors
will be paid nominal annual amounts of GBP36,000 for executive
directors and GBP6,000 for non-executive directors until such time
the Company completes its first acquisition. No other remuneration
has been paid or will be paid during this initial period.
While the Company is a cash shell and has limited remuneration
arrangements, it is required to comply with the Regulations. Given
the date of the Company's incorporation and the limited nature of
the Company's remuneration arrangements, much of the Regulations
are not applicable and we have stated this in the relevant sections
of this report. The Remuneration Report will be put to an advisory
resolution.
Until the Acquisition is made, the Company will not have
nomination committee. The Board as a whole will instead review its
size, structure and composition, the scale and structure of the
Directors' fees (taking into account the interests of Shareholders
and the performance of the Company). Following the Acquisition, the
Board intends to put in place nomination committee.
I look forward to setting out a more detailed policy once we are
in a position to complete our first acquisition.
Cameron Pearce
Director
26 July 2022
Corporate Governance
As at the date of this Document, the Company complies with the
corporate governance regime as set out below.
The Company intends to voluntarily observe the requirements of
the UK Corporate Governance Code, save as set out below. As at the
date of this Document the Company is, and at the date of Admission
will be, in compliance with the UK Corporate Governance Code with
the exception of the following:
-- Given the composition of the Board, certain provisions of the
UK Corporate Governance Code (in particular the provisions relating
to the division of responsibilities between the Chairman and chief
executive and executive compensation), are considered by the Board
to be inapplicable to the Company.
-- In addition, the Company does not comply with the
requirements of the UK Corporate Governance Code in relation to the
requirement to have a senior independent director and the Board's
committees will not, at the outset, have three independent
non-executive directors.
-- The UK Corporate Governance Code also recommends the
submission of all directors for re-election at annual intervals. No
Director will be required to submit for re-election until the first
annual general meeting of the Company following the
Acquisition.
Until the Acquisition is made, the Company will not have a
nomination, remuneration, audit or risk committees. The Board as a
whole will instead review its size, structure and composition, the
scale and structure of the Directors' fees (taking into account the
interests of Shareholders and the performance of the Company), take
responsibility for the appointment of auditors and payment of their
audit fee, monitor and review the integrity of the Company's
financial statements and take responsibility for any formal
announcements on the Company's financial performance. Following the
Acquisition, the Board intends to put in place nomination,
remuneration, audit and risk committees.
During the year, the members of the Board attend the following
Board meetings;
Member Meetings attended
Cameron Pearce Executive Director 3
Daniel Rootes Non-Executive Director 4*
Winton Willesee Non-Executive Director 4
* Daniel Rootes was represented by a non-member of the Board
during one of the Board meetings.
As at the date of this Document, the Board has a share dealing
code that complies with the requirements of the Market Abuse
Regulations. All persons discharging management responsibilities
(comprising only the Directors at the date of this Document) shall
comply with the share dealing code from the date of Admission.
Following the Acquisition and subject to eligibility, the
Directors may, in future, seek to transfer the Company from a
Standard Listing to either a Premium Listing or other appropriate
listing venue, based on the track record of the company or business
it acquires, subject to fulfilling the relevant eligibility
criteria at the time. However, in addition to or in lieu of a
Premium Listing, the Company may determine to seek a listing on
another stock exchange. Following such a Premium Listing, the
Company would comply with the continuing obligations contained
within the Listing Rules and the Disclosure Guidance and
Transparency Rules in the same manner as any other company with a
Premium Listing.
Voluntary compliance with Listing Rules
The Company will comply with the Listing Principles set out in
Chapter 7 of the Listing Rules at Listing Rule 7.2.1 which apply to
all companies with their securities admitted to the Official List.
In addition, the Company will also comply with the Listing
Principles at Listing Rule 7.2.1A notwithstanding that they only
apply to companies which obtain a Premium Listing on the Official
List. Therefore, the Company shall:
-- take reasonable steps to enable its directors to understand
their responsibilities and obligations as directors;
-- act with integrity towards its shareholders and potential shareholders;
-- ensure that each class of shares that is admitted to trading
shall carry an equal number of votes on any shareholder vote. The
Company currently only has one class of Shares and the Articles
which are summarised in paragraph 7 of Part VIII, confirms that
each Share carries the right to vote;
-- ensure that it treats all holders of the same class of shares
equally in respect of the rights attaching to those shares; and
-- communicate information to its shareholders and potential
shareholders in such a way as to avoid the creation or continuation
of a false market in those shares.
Opinion
We have audited the financial statements of Citius Resources Plc
for the year ended 30 April 2022 which comprise the Statement of
comprehensive income, Statement of financial position, Statement of
changes in equity, Statement of cash flow and notes to the
financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their
preparation is applicable law and UK-adopted International
Accounting Standards .
In our opinion, the financial statements:
-- give a true and fair view of the state of the company's
affairs as at 30 April 2022 and of its loss for the year then
ended;
-- have been properly prepared in accordance with UK-adopted
International Accounting Standards; and
-- have been prepared in accordance with the requirements 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 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 public 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.
Conclusions relating 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. Our
evaluation of the Directors' assessment of the Company's ability to
continue to adopt the going concern basis of accounting
included:
-- Obtaining management's going concern assessment and
challenging, where appropriate, the assumptions used;
-- Testing the mathematical accuracy of the model used by management in their assessment;
-- Considering the reasonableness of those models, including
comparison to actual results achieved in the year and the
evaluation of downside sensitivities; and
-- Discussing with management and evaluating their assessment of
the company's liquidity requirement.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company's ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall
materiality for the financial statements as a whole to be GBP15,000
(2021: GBP7,500), based on 2% of total assets.
We use a different level of materiality ('performance
materiality') to determine the extent of our testing for the audit
of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment. We
determined performance materiality to be GBP10,500 (2021:
GBP5,250).
Where considered appropriate performance materiality may be
reduced to a lower level, such as, for related party transactions
and directors' remuneration.
We agreed with the Audit Committee to report all identified
errors in excess of GBP1,000 (2021: GBP500). Errors below that
threshold would also be reported to it if, in our opinion as
auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
Our audit approach was developed by obtaining an understanding
of the company's activities, the key functions undertaken on behalf
of the Board by management and the overall control environment.
Based on this understanding we assessed those aspects of the
company transactions and balances which were most likely to give
rise to a material misstatement and were most susceptible to
irregularities including fraud or error. Specifically, we
identified what we considered to be key audit matter and planned
our audit approach accordingly.
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 year and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included 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.
The only matter we identified as a key audit matter was in
relation to going concern. Refer to 'Conclusion relating to going
concern' for our audit procedures and conclusion relating to going
concern.
Our audit procedures in relation to this matter was designed in
the context of our audit opinion as a whole. They were not designed
to enable us to express an opinion on this matter individually and
we express no such opinion.
Other information
The other information comprises the information included in the
annual report other than the financial statements and our auditor's
report thereon. The directors are responsible for the other
information contained within the annual report.
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. 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 course of 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 this gives rise to a material misstatement in the financial
statements themselves. 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 our
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
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the 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.
Responsibilities of the Directors for the financial
statements
As explained more fully in the Directors' responsibilities
statement, 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 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 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:
We obtained an understanding of the legal and regulatory
frameworks within which the company operates, focusing on those
laws and regulations that have a direct effect on the determination
of material amounts and disclosures in the financial statements.
The laws and regulations we considered in this context were the
Companies Act 2006 and taxation legislation.
We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud, to be
the override of controls by management and valuation of issued
share warrants. Our audit procedures to respond to these risks
included enquiries of management about their own identification and
assessment of the risks of irregularities, sample testing on the
posting of journals, reviewing accounting estimates for biases
corroborating balances recognised to supporting documentation on a
sample basis and ensuring accounting policies are appropriate under
the relevant accounting standards and applicable law.
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we have
properly planned and performed our audit in accordance with
auditing standards. We are not responsible for preventing
non-compliance and cannot be expected to detect non-compliance with
all laws and regulations.
These inherent limitations are particularly significant in the
case of misstatement resulting from fraud as this may involve
sophisticated schemes designed to avoid detection, including
deliberate failure to record transactions, collusion or the
provision of intentional misrepresentations.
A further description of our responsibilities for the audit of
the financial statements is located on the
Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities . This description forms
part of our auditor's report.
Other matters which we are required to address
We were appointed by the Board on 21 June 2021 to audit the
financial statements for the period ending 30 April 2021 and
subsequent periods. Our total uninterrupted period of engagement is
two years, covering the periods ending 30 April 2021 to 30 April
2022.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the company and we remain independent of the
company in conducting our audit.
Our audit opinion is consistent with the additional report to
the board as a whole.
Use of our report
This report is made solely to the 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
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 company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Stephen Bullock
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
55 Ludgate Hill
London
EC4M 7JW
Statement of Comprehensive Income for the year ended 30 April
2022
15 April 2020 to
30 April 2022 30 April 2021
Notes GBP GBP
Administrative fees and other expenses 5 (259,694) (158,612)
-------------- -----------------
Operating loss (259,694) (158,612)
Finance costs - -
-------------- -----------------
Loss before tax (259,694) (158,612)
Income tax 8 - -
Loss for the year and total comprehensive loss for the year (259,694) (158,612)
-------------- -----------------
Basic and diluted loss per share (pence) 9 (0.69) (1.05)
There was no other comprehensive income for the year ended on 30
April 2022.
Statement of Financial Position as at 30 April 2022
Notes 2022 2021
GBP GBP
Current assets
Other receivables 20,075 18,000
Cash and cash equivalents 757,103 367,888
----------
Total current assets 777,178 385,888
Current liabilities
Trade and other current liabilities 10 40,015 244,500
----------
Total current liabilities 40,015 244,500
Net assets 737,163 141,388
---------- ----------
Equity
Share capital 11 216,250 91,667
Share Premium 11 921,797 208,333
Share option reserve 12 17,422 -
Retained earnings (418,306) (158,612)
---------- ----------
Total equity 737,163 141,388
---------- ----------
The financial statements were approved and authorised for issue
by the Board of Directors on 26 July 2022 and were signed on its
behalf by:
Cameron Pearce Winton Willesee
Director Director
Statement of Changes in Equity for the year ended 30 April
2022
Share Share option reserve Total
capital Share premium Retained earnings equity
GBP GBP GBP GBP GBP
Balance as at 15 April 2020 on
incorporation 1 - - - 1
Total comprehensive loss - - - (158,612) (158,612)
Contributions from equity holders
New shares issued (note 11) 91,666 208,333 - - 299,999
---------
Total contributions from equity
holders 91,666 208,333 - - 299,999
Balance as at 30 April 2021 91,667 208,333 - (158,612) 141,388
--------- -------------- --------------------- ------------------ ----------
Total comprehensive loss - - - (259,694) (259,694)
Contributions from equity holders
New shares issued (note 11) 124,583 785,417 - - 910,000
Share issue cost - (71,953) - - (71,953)
Issue of share options/warrants - - 17,422 - 17,422
--------- -------------- --------------------- ------------------ ----------
Total contributions from equity
holders 124,583 713,464 17,422 - 855,468
Balance as at 30 April 2022 216,250 921,797 17,422 (418,306) 737,163
--------- -------------- --------------------- ------------------ ----------
Statement of Cash Flows for the year ended 30 April 2022
Notes 2022 2021
GBP GBP
Operating activities
Loss after tax (259,694) (158,612)
Issue of share options/warrants 12 17,422 -
Changes in working capital
Decrease in trade and other receivables (2,075) (18,000)
Increase in trade and other payables 10 10,015 30,000
Net cash flows from operating activities (234,332) (146,612)
Financing activities
Shares issued (net of issue costs) 11 623,215 300,000
Cash received in advance of share issues - 214,500
---------- ----------
Net cash flows from financing activities 623,215 514,500
Increase in cash and cash equivalents 389,215 367,888
Cash and cash equivalents as at the beginning of the year 367,888 -
Cash and cash equivalents at 30 April 757,103 367,888
---------- ----------
Notes to the Financial Statements for the year ended 30 April
2022
1. General
Citius Resources Plc (the "Company") is a public limited company
limited by shares incorporated and registered in England and Wales
on 15 April 2020 (as Citius Resources Limited, the name was changed
to Citius Resources Plc on 3 August 2020) with registered company
number 12557958 and its registered office situated in England and
Wales with its registered office at 1 King Street, Office 3.05,
London, England, EC2V 8AU.
The Company did not trade during the year under review.
2. Accounting Policies
2.1 Basis of preparation
The principal accounting policies applied in the preparation of
the Company's financial statements are set out below. These
policies have been consistently applied to the year presented,
unless otherwise stated.
The Company's financial statements have been prepared in
accordance with UK-adopted International Accounting Standards and
the Companies Act 2006. The Company's financial statements have
been prepared on a historical cost basis.
The Company's financial statements are presented in GBP, which
is the Company's functional currency. All amounts have been rounded
to the nearest pound, unless otherwise stated.
2.2 Standards and interpretations issued but not yet applied
The following were new standards and amendments issued or
amended by the UK Endorsement Board or the IASB which are relevant
to the Company and are effective for annual periods commencing on
or after 1 April 2021:
-- Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS
9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
-- COVID-19-Related Rent Concessions (Amendment to IFRS 16)
-- COVID-19-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16)
Adoption of these new and amended standards has had no material
impact on the financial statements of the Company.
Accounting Standards or interpretations, not yet early
adopted
A number of new standards, amendments to existing standards and
interpretations which have been issued or amended by IASB, are not
yet effective and have not been applied in preparing these
financial statements. The Directors are considering the standards,
however, at this time they are not expected to have a material
impact on the Company.
2.3 Going concern
The Company's business activities, together with the factors
likely to affect its future development, performance and positions
are set out in the Strategic Report.
The Company is an investment company, and currently has no
income stream until a suitable acquisition is acquired, it is
therefore dependent on its cash reserves to fund ongoing costs.
The Directors have reviewed the Company's ongoing activities
including its future intentions in respect of acquisitions and
having regard to the Company's existing working capital position
and its ability to potentially raise finance, if required, the
Directors are of the opinion that the Company has adequate
resources to enable it to continue in existence for a period of at
least 12 months from the date of these financial statements.
2.4 Comparative figures
The comparative figures have been presented as the Company
Financial Statements cover the Company's figures for the period
from incorporation 15 April 2020 to 30 April 2021.
3. Significant accounting policies
The principal accounting policies applied in the preparation of
these financial statements are set out below:
3.1 Foreign currency
Transactions in foreign currencies are translated to the
functional currency at the exchange rates ruling at the dates of
the transactions. Monetary assets and liabilities denominated in
foreign currencies at the reporting date are retranslated to the
functional currency at the exchange rate at that date. Exchange
differences arising on translation are recognised in profit or
loss.
3.2 Earnings per share
Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the
year. Diluted EPS is calculated by adjusting the earnings and
number of shares for the effects of dilutive potential ordinary
shares.
3.3 Income tax
Income tax expense comprises current tax and deferred tax.
Current income tax
Current tax is recognised in profit or loss except to the extent
that it relates to a business combination, or items recognised
directly in equity or in other comprehensive income.
Deferred income tax
Deferred income tax is recognised on temporary differences
arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. Deferred income tax
assets and liabilities are measured on an undiscounted basis at the
tax rates that are expected to apply to the year when the related
asset is realised or the liability is settled, based on tax rates
(and tax laws) that have been enacted or substantively enacted at
the date of the statement of financial position.
3.4 Cash and cash equivalents
Cash and cash equivalents comprises of cash on hand and demand
deposits.
3.5 Financial instruments
Financial assets
Financial assets are classified as financial assets at fair
value through profit or loss, loans and receivables,
held-to-maturity financial assets and available-for-sale financial
assets, as appropriate. The Company determines the classification
of its financial assets at initial recognition. When financial
assets are recognised initially, they are measured at fair value,
plus, in the case of investments not at fair value through profit
or loss, directly attributable transaction costs. Financial assets
are derecognised only when the contractual rights to the cash flows
from the financial asset expire or the Company transfers
substantially all risks and rewards of ownership.
The Company's financial assets consist of other receivables and
cash and cash equivalents. Other receivables are recognised
initially at fair value and subsequently measured at amortised
cost. Cash and cash equivalents include cash in hand, deposits held
at call with banks and other short-term highly liquid investments
with original maturities of three months or less. They are
subsequently measured at amortised cost. The Company assesses on a
forward-looking basis the expect credit losses, defined as the
difference between the contractual cash flows and the cash flows
that are expected to be received.
Financial liabilities and equity
Liabilities are classified as financial liabilities at fair
value through profit or loss or other liabilities, as appropriate.
A financial liability is derecognised when the obligation under the
liability is discharged or cancelled or expires.
Financial liabilities included in trade and other payables are
recognised initially at fair value and subsequently at amortised
cost. The fair value of a non-interest bearing liability is its
discounted repayment amount. If the due date of the liability is
less than one year, discounting is omitted.
Shares are classified as equity when there is no obligation to
transfer cash or other assets. Incremental costs directly
attributable to the issue of new shares are shown in equity as a
deduction, net of tax, from the proceeds.
3.6 Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of ordinary shares are
recognised as a deduction from equity, net of any tax effects.
Dividend distribution to the Company's shareholders is recognised
as a liability in the Company's financial statements in the year in
which the dividends are approved by the Board.
3.7 Share based payments
Equity-settled share awards are recognised as an expense based
on their fair value at date of grant. The fair value of
equity-settled share options is estimated through the use of option
valuation models - which require inputs such as the risk-free
interest rate, expected dividends, expected volatility and the
expected option life - and is expensed over the vesting period.
Please see note 12 for further information regarding share based
assumptions.
4. Critical accounting estimates and judgments
In preparing the Company financial statements, the Directors
have to make judgments on how to apply the Company's accounting
policies and make estimates about the future. The following are the
critical judgements, apart from those involving estimations, that
the directors have made in the process of applying the accounting
policies and that have a significant effect on the amounts
recognised in the financial statements.
Share based payments
The grant date fair value of such options is calculated using
Black-Scholes model whose input assumptions are derived from market
and other internal estimates. The key estimates include volatility
rates and the expected life of the options, together with the
likelihood of non-market performance conditions being achieved
.
5. Administrative fee and other expenses
30 April 30 April
2022 2021
GBP GBP
Directors' remuneration (note 6) 48,000 56,500
Professional fees 140,259 80,000
Audit fees 30,000 12,000
Administration fees 12,310 9,000
Warrant costs 17,422 -
Miscellaneous fees 11,703 1,112
Total 259,694 158,612
---------------------------------- --------- ---------
The company did not employ any staff during the year other than
Directors. The Directors are the only members of key management and
their remuneration related solely to short term employee
benefits.
6. Directors remuneration
15 April
to
30 April 30 April
2022 2021
GBP GBP
Directors fees 48,000 56,500
7. Employees
Number of employees
The average monthly number of employees (including Directors)
during the year was:
15 April
to
30 April 30 April
2022 2021
Number Number
Directors 3 3
----------- --------- ----------
3 3
----------- --------- ----------
Employment costs
15 April
to
30 April 30 April
2022 2021
GBP GBP
Remuneration for qualifying services 48,000 56,500
8. Taxation
Analysis of charge in the year 15 April
to
30 April
30 April 2022 2021
GBP GBP
Current tax:
UK Corporation tax on loss for the - -
year
Deferred tax - -
---------------------------------------- -------------- ----------
Tax on loss on ordinary activities - --
---------------------------------------- -------------- ----------
Loss on ordinary activities before
tax (259,694) (158,612)
Less non-deductible expenditure 17,422 -
---------------------------------------- -------------- ----------
Total taxable loss (242,272) (158,612)
Loss on ordinary activities multiplied
by rate of corporation tax in the
UK of 19% (46,032) (30,136)
Tax losses carried forward (46,032) (30,136)
---------------------------------------- -------------- ----------
Current tax charged - -
---------------------------------------- -------------- ----------
Total tax losses available to be carried forward is GBP76,168
(2021: GBP30,136). No deferred tax assets have been recognised due
to the uncertainty of future profits.
9. Loss per share
The calculation of the basic and diluted loss per share is based
on the following data:
30 April 2022 30 April 2021
Earnings
Loss from continuing operations for the year attributable to the equity holders of
the Company (259,694) (158,612)
Number of shares
Weighted average number of Ordinary Shares for the purpose of basic and diluted
earnings per
share 37,423,744 15,092,141
-------------------------------------------------------------------------------------- -------------- --------------
Basic and diluted loss per share (pence) (0.69) (1.05)
-------------------------------------------------------------------------------------- -------------- --------------
There are no potentially dilutive shares in issue.
10. Creditors: Amounts falling due within one year
30 April 30 April
2022 2021
GBP GBP
Trade payables 7,916 18,000
Cash received in advanced - 214,500
Accruals 32,099 12,000
Total 40,015 244,500
--------------------------- --------- ---------
11. Share capital
Number of Nominal Share Share premium Total share
shares issued value per capital capital
share
GBP GBP GBP GBP
On incorporation 200 0.005 1 - 1
Issue of ordinary
shares 1 8,333,334 0.005 41,667 208,333 250,000
Issue of ordinary
shares 2 9,999,800 0.005 49,999 - 49,999
At 30 April
2021 18,333,334 91,667 208,333 300,000
------------------- --------------- ----------- --------- -------------- ------------
Issue of ordinary
shares 3 8,666,665 0.005 43,333 216,667 260,000
Issue of ordinary
shares 4 16,250,001 0.005 81,250 568,750 650,000
Share issue
cost - (71,953) (71,953)
At 30 April
2022 43,250,000 216,250 921,797 1,138,047
------------------- --------------- ----------- --------- -------------- ------------
The Company was incorporated on 15 April 2020. On incorporation,
one Ordinary Share was issued at the par value of GBP1.
On 16 April 2020, the Company changed the share structure from
one Ordinary Share of nominal value GBP1 to 200 Ordinary Shares of
nominal value GBP0.005.
On 19 June 2020 8,333,334 Ordinary Shares were issued at a price
of GBP0.03. For every two Ordinary Shares subscribed for, the
Company shall issue to such Subscriber a warrant to acquire one
Ordinary Shares for a period of 4 years from the IPO date at a
price of GBP0.04 per Ordinary Share.
On 23 June 2020 the Company issued a further 9,999,800 Ordinary
Shares at GBP0.005 each.
On 26 May 2021, the Company issued 8,666,665 Ordinary Shares at
GBP0.03 each. For every to Ordinary Shares subscribed for, the
Company shall issue to such Subscribers a warrant to acquire one
Ordinary Shares for a period of 4 years from the IPO date at a
price of GBP0.03 per Ordinary Share.
On 25 August 2021, the Company was admitted to the London Stock
Exchange and as part of the Company's IPO, 16,250,001 Ordinary
Shares were issued as GBP0.04 each. 2,250,001 of these shares were
given to consultants ("consultant shares") and 14,000,000 were
acquired by shareholders ("placing shares"). For every two of the
placing Ordinary Shares subscribed for, the Company issued to such
Subscribers a warrant to acquire one Ordinary Share for a period of
3 years from admission as a price of GBP0.06 each.
All the shares issued, with same nominal values, are classed as
Ordinary Shares and have same rights attached to them.
12. Share based payments
Warrants
The following warrants were issued in exchange for a good or
service:
30 April 2022
Weighted
Number of Average exercise
warrants price
Outstanding on 1 May - -
Issued during the year 1,333,333 3.62p
Outstanding on 30 April 1,333,333 3.62p
---------------------------------------- ---------- ------------------
Weighted average remaining contractual
life 2.32 years
---------------------------------------- ---------- ------------------
The warrants have vested on grant and have been recognised in
full upon issue. If the warrants remain unexercised after a period
of three years from the date of grant, they will expire. The holder
may exercise the subscription right at any time within the
subscription period.
The above warrants were valued using the Black Scholes valuation
method. The assumptions used are detailed below. The expected
future volatility has been determined by reference to the average
volatility of similar entities:
30 April
Warrants 2022
Weighted Average Share Price 4p
Weighted Average Exercise Price 3.62p
Expected Volatility 51%
Expected Life 3 years
Risk-free Rate 0.59%
Expected Dividend Nil
----------------------------------- ---------
Weighted Average Fair Value (GBP) 17,422
------------------------------------ ---------
In addition to the above, the Company has issued warrants to
subscribe for ordinary shares as part of equity fundraise
transactions. On 16 August 2021 the Company granted 13,500,000
warrants to subscribe for ordinary shares at 4p per share to
pre-IPO investors. On Admission on 25 August 2021, the Company
granted a further 7,000,000 warrants to subscribe for ordinary
shares at 6p per share to placees. The following investor warrants
were issued which fall outside the scope of IFRS 2:
30 April 2022
Weighted
Number of Average exercise
warrants price
Outstanding on 1 May - -
Issued during the year 13,500,000 4.0p
Issued during the year 7,000,000 6.0p
---------------------------------------- ----------- ------------------
Outstanding on 30 April 20,500,000 4.68p
---------------------------------------- ----------- ------------------
Weighted average remaining contractual
life 2.32 years
---------------------------------------- ----------- ------------------
The warrants have vested on grant and have been recognised in
full upon issue. If the warrants remain unexercised after a period
of three years from the date of grant, they will expire. The holder
may exercise the subscription right at any time within the
subscription period.
Deferred Tax
No deferred tax asset has been recognised in respect of warrants
due to the uncertainty of the future trading profits.
13. Financial instruments
13.1 Categories of financial instruments
30 April 30 April
2022 2021
GBP GBP
Financial assets
Trade and other receivables 20,075 18,000
Cash and cash equivalents 757,103 367,888
Financial liabilities
Trade and other payables 40,015 244,500
13.2 Financial risk management objectives and policies
The Company's major financial instruments include bank balances,
trade and other payables and accrued expense. Details of these
financial instruments are disclosed in respective notes. The risks
associated with these financial instruments, and the policies on
how to mitigate these risks are set out below. The management
manages and monitors these exposures to ensure appropriate measures
are implemented on a timely and effective manner.
Currency risk
As all monetary assets and liabilities and all transaction of
Company are denominated in its functional currency, the director
considers the Company is not exposed to significant foreign
currency risk.
Liquidity risk
Liquidity risk is the risk of the Company being unable to meet
its liabilities as they fall due. The Company manages liquidity
risk by maintaining enough cash reserves and holding banking
facilities, and by continuously monitoring forecast and actual cash
flows.
14. Related party transactions
The are no related party transactions during the year except for
the Director's remuneration, which has been disclosed in note
6.
15. Ultimate controlling party
The Directors do not consider there to be an ultimate
controlling party.
16. Events after the reporting date
On 9 June 2022 the Company announced that it has entered into a
binding Heads of Terms with regard to the possible acquisition of
100% of the share capital of AUC Mining (U) Limited ("AUC"). AUC
holds the Kamalenge Gold Project in the Mubende Gold District,
Uganda. The Project has the potential to be a large and high-grade
gold project based on preliminary due diligence of the exploration
work completed by the Company and its consultants.
Therefore, at the request of the Company, the FCA has suspended
the Company's listing on the standard segment of the Official List
and trading on the Main Market of the London Stock Exchange has
also been suspended.
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END
FR BKABPQBKDQOB
(END) Dow Jones Newswires
July 27, 2022 02:00 ET (06:00 GMT)
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