30 May 2024
GreenRoc Mining plc
("GreenRoc" or the
"Company")
2023 Full Year Results, Publication of
Annual Report and Notice of AGM
GreenRoc Mining plc (AIM: GROC), a company
focused on the development of critical mineral projects in
Greenland, today announces its audited results for the year ended
30 November 2023.
The Financial Statements (including notes) and
the statements of the Chairman and CEO, set out below, have been
extracted from GreenRoc's Annual Report, which was approved by the
Board on 29 May 2024 and will be made available on the Company's
website (www.greenrocmining.com).
Highlights
During the Year
·
Near three-times increase declared in January 2023 in the
Mineral Resource Estimate ("MRE") for Amitsoq, with the MRE
increasing to 23.05 Mt at a grade of 20.41% C(g) for 4.71 Mt
contained graphite.
·
European Raw Materials Alliance declared its official support
for the Amitsoq Project in February 2023.
· MoU
signed with Norwegian mining and construction group LNS in March
2023.
·
GreenRoc named "Greenland's Prospector and Developer of the
Year" at PDAC Toronto in March 2023.
·
Graphite samples delivered to a potential international
off-take customer.
· In
October 2023, the UK Advanced Propulsion Centre's Automotive
Transformation Fund ("ATF") awarded GreenRoc a grant of £250k to
part-finance a Prefeasibility Study ("PFS") into the establishment
of a processing plant to produce active anode material ("AAM") from
Amitsoq graphite concentrate .
·
Also in October 2023, an independent Preliminary Economic
Assessment ("PEA") was published for Amitsoq which validated the
Project's potential to become a globally significant producer of
graphite concentrate, with a pre-tax NPV8 of US$235M, an IRR of
31.1%, a life of mine (''LOM'') of 22 years, total gross revenue of
US$2.1Bn over the LOM, average net revenue of US$89.8M per year and
a 4-year payback period on capital from the start of
production.
·
GreenRoc raised a total of £1.9m during the year to fund
additional testing and work programmes to build on the highly
successful second phase drilling programme and fast-track the
further development of the Amitsoq Project.
Post Year-End
Highlights
· In
January 2024, the Company announced successful results from its
electrochemical battery test work and management undertook site
visits to processing plant manufacturers in China.
· In
February 2024, GreenRoc noted that a recent change in Greenland's
mining laws is expected to significantly reduce the timeline for
GreenRoc to apply for and obtain an Exploitation Licence for
Amitsoq.
· In
March 2024, GreenRoc management was invited to attend and speak at
a high-level roundtable discussion focused on the challenges of the
global graphite supply chain, hosted by the Government of South
Korea as part of the multinational Minerals Security Partnership
(''MSP'') and including senior delegations from both the US and the
EU.
· An
enlargement to the Amitsoq exploration licence package was approved
in April 2024, with the result that GreenRoc now holds all ground
within the Nanortalik Graphite District which is known to host
high-grade graphite mineralisation.
·
Also in April 2024, the Company received a Letter of Interest
from US EXIM Bank, the official export credit agency of the United
States, indicating its willingness to consider financing GreenRoc
for up to US$3.5M of US export contracts relating to goods and
services ordered by the Company.
· In
May 2024, GreenRoc announced the results of the AAM Plant PFS, with
compelling numbers indicating a pre-tax NPV8 of US$837m with an IRR
of 33.8%, total gross revenue of US$6.5Bn over the 22-year period,
total gross profit totalling US$2.7Bn and a 4-year payback period
on capital from start of production, based on average annual
processing of 80,000t of graphite concentrate at 95% graphitic
carbon (C(g)) for the production of 39,700t of AAM.
·
Finally, a share placing to raise £238k was completed in May
2024 to further the Company's work to:
o supplement the
AAM Plant PFS;
o continue the
process of identifying the optimal AAM Plant location;
o conduct further
test work (e.g., on expandable graphite production);
o prepare for
Amitsoq public pre-consultation as precursor to applying for an
Exploitation Licence;
o enter the
DigBee scheme for ESG performance benchmarking;
o prepare and
submit an application to the EU for "Strategic Project" status for
Amitsoq; and
o continue
discussions with potential strategic and offtake
partners.
Notice of
AGM
GreenRoc also announces that its Annual General
Meeting will take place on 28 June 2024 at 11.30 am at its
registered office, 6th Floor, 60 Gracechurch Street, London EC3V
0HR. The Notice of Annual General Meeting will be made
available on the Company's website (www.greenrocmining.com).
Shareholders will receive individual notification and/or copies of
relevant documents according to their communication preferences
held on file by the Company's Registrar.
Other than the customary resolutions to be
proposed at the Annual General Meeting, shareholders will also be
asked to approve a resolution to change the Company's name from
Greenroc Mining Plc to GreenRoc Strategic Materials Plc. The
GreenRoc Board considers the new name to be more aligned to
GreenRoc's core business strategy, which has evolved since the
Company's IPO and Admission to AIM in September 2021, to create a
vertically integrated graphite anode business involving not only
the mining of graphite from the Company's world-class Amitsoq
graphite deposit in south Greenland but also the construction and
operation of an anode processing plant in Europe or North America
for the production of coated spherical purified graphite (cSPG), a
key input material in the lithium-ion battery of an electric
vehicle.
GreenRoc's
Chairman, George Frangeskides,
commented:
"During the
past financial year, we have cemented Amitsoq's position as one of
the world's foremost graphite deposits. Our team's work has been
focused not just on bringing the Amitsoq Mine into production, but
also on developing the economic case for a vertically integrated
graphite business at GreenRoc, encompassing not only an upstream
graphite mine and primary concentrate production but also a
downstream anode plant which will turn that graphite concentrate
into high-value cSPG for EV batteries. I am pleased to be able to
say that we remain firmly on track for that twin objective, with
independent economic assessments completed in the past year now
providing a combined pre-tax NPV for both sides of the business of
more than US$1 billion.
"At the same
time, it makes sense that our Company's name and branding should
reflect the evolution of our business strategy and it is for that
reason that we propose to change the Company's name from GreenRoc
Mining to GreenRoc Strategic Materials, reflecting our amibition to
become one of the first Western producers of high-value active
anode material for electric vehicle batteries."
Forward
Looking Statements
This
announcement contains forward-looking statements relating to
expected or anticipated future events and anticipated results that
are forward-looking in nature and, as a result, are subject to
certain risks and uncertainties, such as general economic, market
and business conditions, competition for qualified staff, the
regulatory process and actions, technical issues, new legislation,
uncertainties resulting from potential delays or changes in plans,
uncertainties resulting from working in a new political
jurisdiction, uncertainties regarding the results of exploration,
uncertainties regarding the timing and granting of prospecting
rights, uncertainties regarding the timing and granting of
regulatory and other third party consents and approvals,
uncertainties regarding the Company's or any third party's ability
to execute and implement future plans, and the occurrence of
unexpected events.
Actual
results achieved may vary from the information provided herein as a
result of numerous known and unknown risks and uncertainties and
other factors.
This announcement contains inside
information for the purposes of the UK Market Abuse Regulation and
the Directors of the Company are responsible for the release of
this announcement.
For
further information, please contact:
|
GreenRoc Mining plc
Stefan Bernstein,
CEO
|
+44 20 3950
0724
|
|
Cairn Financial Advisers LLP
(Nomad)
James Caithie / Sandy
Jamieson / Louise O'Driscoll
|
+44 20 7213
0880
|
|
Oberon Capital (Broker)
Nick Lovering / Adam
Pollock
|
+44 20 3179
5300
|
|
St
Brides Partners Ltd (Financial PR &
IR)
Paul Dulieu / Susie Geliher /
Isabelle Morris
|
+44 20 7236
1177
greenroc@stbridespartners.co.uk
|
CHAIRMAN'S STATEMENT
I am pleased to present the GreenRoc Mining Plc
group ("GreenRoc" or "the Group") Annual Report for the year ended
30 November 2023.
This year has seen significant progress made at
our world-class Amitsoq Graphite project in South Greenland. The
financial year began with us announcing a near three times increase
in the Mineral Resource Estimate for Amitsoq, at the same time
confirming Amitsoq's position as one of the very highest-grade
graphite deposits globally. In the middle of the year, a potential
international off-take customer for Amitsoq, having requested
graphite concentrate and spheronised graphite samples in order to
conduct its own testwork, confirmed itself to be satisfied with the
quality of our graphite. And towards the end of the year, we
published an independent Preliminary Economic Assessment ( "PEA")
for Amitsoq which validated the project's potential to become a
globally significant producer of graphite concentrate, with an
after-tax NPV8 of US$179M, an IRR of 26.7%, a life of mine
(''LOM'') of 22 years, total gross revenue of US$2.1Bn over the
LOM, average net revenue of US$89.8M per year and a 4-year
payback period on capital from the start of production.
The PEA represents an assessment only of the
economics around the upstream mining and primary processing
operation at Amitsoq, and does not factor in the considerable
upside potential from the downstream processing and conversion of
Amitsoq graphite concentrate into high-value active anode material
("AAM"). It is significant, therefore, that during the year we also
announced the award of a grant of circa £250,000 by the UK
Advanced Propulsion Centre's Automotive
Transformation Fund ("ATF") to part-finance a Prefeasibility Study
("PFS") into the establishment of a processing plant to produce AAM
from graphite concentrate delivered from Amitsoq. The results
of the PFS were published last month, with an after tax NPV8 of
US$545m, an IRR of 25.3% and a 4-year payback period on the
expected capex costs of US$321m for this downstream segment of the
Company's overall value creation strategy for Amitsoq. The delivery
of a robustly positive economic assessment of both the upstream and
the downstream operations provides for a greatly enhanced financial
proposition as we move forward in our discussions with offtakers,
strategic partners and government agencies.
In March of this year I attended the PDAC
mining conference in Toronto, one of the world's biggest annual
gatherings of mining companies, governments, regulators and
financiers. PDAC provides an opportunity to gauge the overall
health of the mining sector, to spot emerging trends and gain
insights into the outlook for different commodities. From my
conversations with various industry participants during the
conference, what has been clear is how much the junior resources
sector continues to be buffeted by the ongoing geopolitical and
economic shockwaves the world has faced over the past few years,
whether relating to the after-effects of the Covid pandemic or the
terrible conflicts which continue to rage across the
world.
That being said, from GreenRoc's perspective
PDAC also provided tangible reasons for renewed optimism as we look
forward to the next 12 months. In particular, it was clear just how
seriously Western governments are finally taking the need to put
measures in place to ensure the long-term security of supply of
battery materials, and how this is starting to flow into the
promise of support for companies like GreenRoc which will have a
key role in delivering that supply.
The United States, in particular, was very well
represented at PDAC. Its interest in Greenland specifically
was demonstrated by the fact that the US Under Secretary for
Economic Growth, Energy, and the Environment, Jose Fernandez, spoke
during the conference's annual Greenland Day session, which was
hosted by the Government of Greenland. He also attended a
high-level roundtable discussion focused solely on the challenges
of the global graphite supply chain, which was hosted by the
Government of South Korea as part of the Minerals Security
Partnership (''MSP''), formed to accelerate the development of
sustainable critical energy minerals' supply chains. MSP partners
include many European states, including the United Kingdom, France
and Germany, as well as India, Japan, the Republic of Korea, the US
and EU.
In a sign of the increasing international
recognition of the pivotal role the Amitsoq deposit is set to play
in addressing these graphite supply constraints, GreenRoc's CEO
Stefan Bernstein and I were invited by the Korean Government to
attend the MSP roundtable. In fact, GreenRoc was one of just three
global graphite mining companies invited to present their projects
at the session. Other speakers at the roundtable included
senior representatives from the European Commission, the
International Finance Corporation (IFC) and the US Development
Finance Corporation (DFC).
Stefan and I also held various bilateral
meetings with key US and other international agencies, the outcomes
of which have given us a renewed confidence in the growing impetus
of Western governments to make available te necessary financial and
strategic support to help us bring Amitsoq into commercial
production. Indeed, the first concrete action in that
direction came with our announcement last month that we had
received a Letter of Interest from the Export-Import Bank of the
United States ("US EXIM Bank"), the official export credit agency
of the United States, to finance GreenRoc for up to US$3.5M of US
export contracts relating to goods and services ordered by the
Company. Such contracts could relate, for instance, to the conduct
of Pre- or Definitive Feasibility Studies ("PFS" and "DFS"
respectively) for the Amitsoq Mine and/or a DFS of the AAM
Processing Plant.
As we continue into 2024, therefore, I believe
we are in a very strong position to capitalise on the increasing
awareness of the critical role which Amitsoq is set to play in the
Western battery materials supply chain.
On behalf of the entire Board, I would like to
take this opportunity to thank GreenRoc's shareholders for their
continued support.
George
Frangeskides
Chairman
CHIEF
EXECUTIVE OFFICER'S STATEMENT
INTRODUCTION
The major milestone achieved over the past year
was the completion of a Preliminary Economic Assessment of the
Amitsoq Graphite project, which confirmed a robust and positive
economic outlook for the project. In addition to the economic
metrics (which are reported on further below), the PEA contains a
detailed evaluation of fundamental matters relating to mine design
and the siting of construction, accommodation and processing
facilities which are critical to a future mining operation at
Amitsoq.
PROJECTS
OVERVIEW
The Company's flagship project is
the Amitsoq Graphite project in South Greenland, a historic mine
which the Company is pushing towards reopening as a producing
graphite mine by 2027/28. Two exploration licences associated with
this project are: the Amitsoq licence itself, MEL 2013-06, and the
adjacent licence MEL 2022-03, which contains evidence of high-grade
graphite mineralisation - none of which has ever been tested by
drilling. In January 2024, the Company submitted an application for
an enlargement of the ground east of the MEL 2022-03 licence to
include the remaining known graphite mineralisation in the
Nanortalik Graphite District. At the time of writing the
application is being processed by the Greenland Government. The
grant of this enlargement will cement GreenRoc's position as the
sole and exclusive rights holder over the emerging world-class
Nanortalik Graphite District.
In North Greenland, GreenRoc holds
exploration licence MEL 2017-29, encompassing the Thule Black Sands
(''TBS'') project, a heavy mineral sand deposit spanning several
kilometres of coastline. At the time of writing, following its most
recent drilling programme, the Company is awaiting an updated
mineral resource estimate.
Licence 2017-41 in Melville Bay, a
prospective iron ore resource, was relinquished at the end of 2023,
as the Company seeks to focus its resources on developing the
world-class Amitsoq project as the best way to deliver significant
shareholder value.
The three licences held by the
Company are in good standing with regard to exploration
obligations.
Amitsoq Graphite Project
("Amitsoq")
A PEA on Amitsoq was commenced in May 2023 and
concluded in October 2023. This assessment, by leading consultancy
SLR Consulting Ltd represents the first detailed independent study
of the economic viability of the Amitsoq project. The results of
the PEA were very positive, with the headline points being as
follows:
·
Pre-Tax Net Present Value at 8% discount rate
(NPV8) of US$235M with Internal Rate of Return (IRR) of
31.1%.
·
After-tax NPV8 of US$179M with IRR of
26.7%.
·
Life of mine (LOM) is 22 years with potential to extend
through resource expansion.
·
4-year payback period on capital from start of
production.
·
Average Net Revenue of US$89.8M per year throughout the
22-year LOM.
·
Total gross revenue of US$2.1Bn over a 22-year LOM, with
total undiscounted net pre-tax cash flow totalling
US$794.7 M.
·
Initial capital cost (Capex) of US$131M inclusive of 25%
contingency.
·
Average operating cost (Opex) of US$121 per tonne of milled
ore.
·
Average annual production of 77,000t of concentrate at a
minimum 94% grade.
·
Mine plan assumes mining from the Lower Graphite Layer (LGL)
only, leaving considerable resources from the Upper Graphite Layer
(UGL) available for future production expansion or extension to the
LOM.
The nominal mining rate was set at 400,000t per
year. Importantly, the PEA is calculated by mining only the Lower
Graphite Layer (LGL), which is the thickest and richest of the two
main orebodies at Amitsoq. Also, about 75% of the resource for the
PEA Cash Flow Model is comprised of Indicated and Measured
Resources, leaving only about 25% coming from Inferred Resources.
Prioritizing the LGL in the mining model increases the global ore
grade from 20.4% to 21.3% and makes for a simpler mining design,
while reserving the UGL for later expansion.
An important aspect of the selected mine design
is the ability to use tailings (the waste product left on site
after processing the ore to a primary concentrate) as backfill in
the mine. With an annual nominal mining rate of 400,000t, ca. 3.8M
m3 of tailings will be produced throughout the LOM, of
which ca. 3.3M m3 will be able to be used as backfill
with only ca. 0.5M m3 remaining for surface storage.
This is not only an environmentally positive outcome for the
project, with most tailings being returned underground, it also
means that the overall cost of tailings and waste management at
Amitsoq can be dramatically reduced.
A number of options have been considered for
the storage of the relatively modest volume of tailings, including
both dry-stack and a wet storage facility. Transport to the storage
facility is planned to take place on barges. In terms of
infrastructure plans, we intend to utilise some of the existing
platform and mine adits from the historic mining activities which
ceased about 100 years ago, as well as some existing facilities in
Nanortalik town, which is only about 15km to the South of Amitsoq.
Nanortalik has several vacant houses and office buildings as well
as a deep-water port. Mining is envisaged to take place throughout
the year, as the deep fjords surrounding Amitsoq do not freeze over
in the winter, and, being located in the South of Greenland, the
Nanortalik region enjoys relatively mild weather compared to the
rest of Greenland.
Test work is ongoing with respect to obtaining
important data regarding the precise characteristics of Amitsoq
graphite ore and, therefore, the optimal processing options. A
670kg bulk sample collected from the underground workings at
Amitsoq is undergoing tests at UVR-FIA GmbH, a German process
engineering firm specialising in mineral resources. In addition to
achieve constraints on processing parameters of Amitsoq ore, the
test work will also supply GreenRoc with graphite concentrate
allowing the Company to conduct further test work on producing
downstream products for the battery industry (see below) as well as
understanding which processing units give the best results. A
further 160kg composite bulk sample is undergoing processing tests
with FLSmidth A/S, a Danish multinational technology and service
supplier to the global mining industry, using their newly developed
pressurised flotation cells. The reports from these tests will be
available in Q2-Q3, 2024.
GreenRoc has held several information meetings
with the Greenland Government over the past year and has developed
a very good relationship with frequent interaction and mutual
sharing of information. In parallel, GreenRoc has held two
information meetings with local communities in Nanortalik, in
January and November 2023. The feedback from the local communities
has been overwhelmingly positive, with genuine interest and support
from the local community in seeing the Amitsoq mine becoming active
again.
Establishing a
vertically integrated graphite business
The main market for graphite in the decades to
come will be in the electrification of vehicles, where graphite is
extensively used as anode material for Li-batteries. Another
growing market is in energy storage systems, both for domestic and
industrial use. The demand for graphite in the manufacturing of
Li-based batteries for electric vehicles is set to rise four times
over the coming decade (Fastmarkets, 2023). Today, China accounts
for around two thirds of the world's graphite production and has a
near monopoly on the processing of graphite to active anode
material (AAM). As such, Western battery and electric car producers
are wholly dependent on the import of graphite anode material from
China. The production of AAM requires natural flake graphite
concentrate (>94% purity) as feedstock. The processing of that
concentrate into AAM involves micronisation, shaping to rounded
particles (spheronisation), purification to a >99.95% pure
graphite and finally coating to make a coated spherical purified
graphite (cSPG) product. AAM typically sells at prices 5-10 times
higher than the price of a simple graphite concentrate.
By no means do all occurrences of natural flake
graphite meet the exacting requirements to qualify as feedstock in
the production of AAM. In order to confirm that Amitsoq graphite
meets these standards, GreenRoc has commissioned German graphite
specialists ProGraphite GmbH to run a series of test programmes,
including the production of spherical purified graphite from
Amitsoq concentrate. The tests results have demonstrated very good
performance levels across all parameters, including when
incorporated within a laboratory-constructed Li-battery cell in
order to mirror actual EV battery conditions. These highly positive
test results strengthen GreenRoc's resolve to create a fully
integrated business for the production of AAM. Further support for
the quality of our graphite has also been provided by a potential
large industry offtaker which requested Amitsoq graphite samples to
carry out their own test work in late 2023. They have since
confirmed that our graphite performed very well across all
parameters.
GreenRoc's objective of establishing itself as
a vertically integrated producer of AAM for the European and/or US
battery industries is motivated not only by a desire to capture the
significant value upside from the sale of AAM but also because
using our own fully owned source of high-quality graphite feedstock
as the input material into an anode production plant has several
advantages:
·
supply security;
·
ensuring a consistent quality of graphite feedstock and
eliminating the need for recalibration of processing
routines;
·
allowing for the development of bespoke spheronisation and
purification processes;
· the
ability to demonstrate the highest ESG standards for our AAM;
and
·
localised production reducing sovereign and geopolitical risk
and operating costs, in turn making Amitsoq more attractive to
potential strategic partners and offtakers.
In September 2023, GreenRoc commenced a
feasibility study on establishing an AAM processing plant in
Northern Europe. The plant will have a nominal annual capacity to
process 70-80,000t of graphite concentrate which in turn will yield
30-40,000t of AAM, sufficient to make batteries for about 1 million
electric cars per annum. The feasibility study was managed by
GreenRoc and conducted by a consortium of leading specialist
contractors: Benchmark Mineral Intelligence (market analysis and
AAM specifications), ProGraphite (technical solutions,
state-of-the-art instrumentation and supplier details), SLR
Consulting (pilot processing and full-scale processing plant
outline, economic model) and Decision Risk Analytics (dynamic
risk/opportunity model). The feasibility study has been supported
by a £258,000 grant from the ATF and the results of this study were
reported in early May 2024. The results of the study demonstrate
the value of this vertical integration strategy, with a post tax
NPV8 of US$545m, IRR of 25.3% and Capex payback period of 4 years
after commencing production. The study includes an economic
model, sensitivity analysis and risk model providing GreenRoc with
a solid foundation for a decision to move forward with our
integrated business model strategy.
As part of the anode plant feasibility study, a
GreenRoc delegation, including myself and a metallurgical expert
from SLR Consulting, travelled to China in January 2024 to visit
three leading manufacturers of graphite processing equipment, as
well as a producing AAM plant. The visit was extremely useful and
provided us with valuable information about the latest
state-of-the-art processing equipment and the potential suppliers
of such equipment.
Amitsoq - the year
ahead
A change in Greenland's mining laws, effective
1 January 2024, now allows an Exploitation Licence to be applied
for and granted prior to the final approval of a project's
Environmental Impact Assessment ("EIA"), Social Impact Assessment
("SIA") and Impact Benefit Agreement ("IBA"). Previously, an
Exploitation Licence could only be applied for once the lengthy EIA
and SIA processes had been completed and formally approved and an
IBA between the Government of Greenland, GreenRoc and the local
Municipality had been negotiated and signed.
This change, allowing the process for the grant
of an Exploitation Licence to run in parallel with the EIA and SIA
processes, rather than having to wait for the latter to be
completed, means that the additional time required to achieve an
Exploitation Licence should be considerably reduced.
Under the new law, provided the holder of an
Exploration Licence has substantiated and delineated a viable
mineral deposit which it intends to exploit, and has complied with
its licence obligations, the licence holder will be entitled to be
granted an Exploitation Licence. Before an Exploitation Licence can
be granted, the licence holder must submit a Project Description
and details of the Mineral Resource Estimate to the
Government. The Project Description must then be translated
into Greenlandic and Danish and published for public consultation
for at least 35 calendar days. Once the applicant has addressed any
pertinent issues raised in the public consultation, it will then be
entitled to the grant of an Exploitation Licence.
GreenRoc believes this change in the law is
likely to shorten the Exploitation Licence permitting process for
the Amitsoq Graphite project by several months if not a full year,
given that it has already formally submitted to the Greenland
Government its draft Project Description for Amitsoq, in December
2023. Further, GreenRoc has also fulfilled the condition requiring
a viable mineral deposit to be substantiated and delineated at
Amitsoq, as supported by the results of the PEA published in
October 2023. It is expected, therefore, that an application for an
Exploitation Licence will be submitted in the first half of 2024,
paving the way to its possible grant before the end of
2024.
After the conclusion of the Pre-feasibility
Study on the AAM Plant, and the conclusion that it represents a
very attractive business case for GreenRoc, the next move is to
locate the right site for such a plant. Presently, we are looking
at a handful of sites across four countries and are collecting data
as well as establishing business contacts at these locations. Along
side, we are exploring the possibilities of public support for the
pre-construction development of both the Amitsoq mine and the AAM
plant in terms of grants and loans.
Other
developments
On 30 November 2023, the EU and Greenland
signed a strategic partnership to develop sustainable raw materials
value chains. The partnership agreement is in the form of a
Memorandum of Understanding (MoU). Following the signature of the
MoU, the EU and Greenland will jointly develop a roadmap with
concrete actions to put the strategic partnership into
practice.
GreenRoc's Amitsoq project is an obvious
candidate to be designated a strategic project under the EU's
Critical Raw Materials Act, given that natural flake graphite is on
the EU's list of strategic raw materials. Discussions with other EU
bodies such as EIT Raw Materials and the European Battery Alliance
are also advancing. Lately, the European Battery Alliance announced
the establishment of a €500M fund to support the development of a
domestic supply of battery raw materials.
Thule Black Sands Ilmenite
Project ("TBS")
Exclusive exploration licence MEL
2017-29 is located in northern Greenland (see Fig. 3). The project,
TBS, covers a long stretch of coast with significant deposits of
heavy mineral sands at or near surface. The mineral of interest
here is ilmenite, an iron-titanium oxide mineral, which is of great
economic importance because it is the main feedstock for producing
titanium dioxide pigment for enamel, paints and other coatings.
Titanium is defined as a critical raw materials by the EU and by
the USA.
A large drilling programme was
conducted at TBS in 2021 using a sonic drill rig. The material from
the drilling was sent to specialist mineral sands consultants IHC
Mining in Australia (IHC). The completion of the analytical
programme has been delayed due to a series of events outside the
Company's control. A final series of tests and analytical work
having now been carried out, at the time of writing IHC is in the
process of completing itsfinal report and revised mineral resource
evaluation. IHC's Competent Person's Report is expected
shortly.
FINANCING
The Company completed four placings in the
year: in December 2022, gross proceeds of £333,000 were raised at
4.5 pence; in March £550,000 was raised at 3.5 pence; in August
2023, gross proceeds of £470k were raised at 3.8 pence; and in
November 2023, gross proceeds of approximately £461k were raised at
2.5 pence, with an additional tranche of 3,000,000 shares issued at
2.5 pence issued immediately after the year end. The funds have
been primarily used to conduct the Amitsoq PEA and to support the
funding of the Feasibility Study into an AAM processing plant. In
addition, funding has been directed to conduct the ongoing
Environmental and Social Impact Assessments, test work on Amitsoq
graphite concentrate and electrochemical test work of AAM
produced from Amitsoq graphite concentrate. Post year end,
the Company undertook a further placing of £238,311 to further
support this work programme, along with the working capital needs
of the business as we advance the development of these exciting
projects.
OUTLOOK
GreenRoc has set its intention to
become one of the first, if not the first, vertically integrated
producer of European, domestically sourced AAM for the fast-growing
battery industry. While prices for battery raw materials are
currently experiencing a down cycle, expert analysts agree that in
the long run, graphite producers will see a marked increase in
commodity prices, driven by the massive industry and consumer
demand for electric vehicles, as well as by the rapidly increasing
use of graphite AAM for establishing large battery energy storage
facilities across the world, an emerging market which has been
largely overlooked in the past. Current low commodity prices, which
graphite shares with nickel, lithium and cobalt, among others, have
little bearing on the future profitability of GreenRoc's Amitsoq
project as we are aiming at commencing production from 2027, by
which time all forecasts show a deficit in global graphite supply
resulting in elevated prices for AAM.
In a geopolitical landscape where
Western nations are scrambling to secure their supply chains of
critical raw materials, Greenland is seeing an increasing interest
in its large-scale projects from the European Union, as well as
from individual countries such as the USA, the UK, Japan and South
Korea. We are already seeing the tangible results of this with a
pipeline of governmental support programmes having either been
already implemented or announced by a wide range of nations and
intergovernmental bodies. This support is expected to result in
political and financial support to projects which can deliver
high-quality critical raw materials with high ESG standards to
support the energy transition in the Western world. One of the most
obvious candidates for this is GreenRoc and our Amitsoq Graphite
Project.
Stefan
Bernstein
Chief Executive Officer
CONSOLIDATED INCOME STATEMENT FOR THE YEAR
ENDED 30 NOVEMBER 2023
|
|
Note
|
Year ended 30 November 2023
|
Year ended 30 November
2022
|
|
|
|
£'000
|
£'000
|
|
Administrative expenses
|
3
|
(903)
|
(1,030)
|
|
Impairment
|
1
|
(787)
|
(199)
|
|
Operating
loss
|
3
|
(1,690)
|
(1,229)
|
|
Finance expense
|
|
(1)
|
(1)
|
|
Foreign Exchange
|
|
(2)
|
-
|
|
Loss for the period before
tax
|
|
(1,693)
|
(1,230)
|
|
Taxation
|
5
|
-
|
-
|
|
Loss for the period from
continuing operations
|
|
(1,693)
|
(1,230)
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
Equity holders of the parent
|
|
(1,693)
|
(1,230)
|
|
|
|
(1,693)
|
(1,230)
|
|
|
|
|
|
|
Earnings per ordinary share attributable to the
ordinary equity holders of the parent
|
|
|
|
|
Basic and diluted
|
6
|
(1.26
pence)
|
(1.10
pence)
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 NOVEMBER 2023
|
|
|
Year ended 30 November 2023
|
Year ended 30 November 2022
|
|
|
|
£'000
|
£'000
|
|
Loss after tax
|
|
(1,693)
|
(1,230)
|
|
|
|
|
|
|
Total comprehensive
income
|
|
(1,693)
|
(1,230)
|
|
|
|
|
|
|
Total comprehensive income attributable
to:
|
|
|
|
|
Equity holders of the parent
|
|
(1,693)
|
(1,230)
|
|
|
|
(1,693)
|
(1,230)
|
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
1. ACCOUNTING
POLICIES AND BASIS OF PREPARATION
GreenRoc Mining Plc is a public limited company
incorporated on 17 March 2021 and domiciled in England & Wales,
whose shares are publicly traded on the AIM market of the London
Stock Exchange Group Plc. The registered office address is 6th
Floor 60 Gracechurch Street, London, United Kingdom, EC3V
0HR.
The Company's principal activities are the
development of mining and exploration interests in Greenland, where
its subsidiaries hold three separate exploration
permits.
These consolidated Financial Statements have
been prepared in accordance with UK-adopted international
accounting standards ("UK-adopted IAS") as they apply to the Group
for the period ended 30 November 2023 and with the Companies Act
2006. The reporting and functional currency of the Group is British
Pounds Sterling (GBP). Numbers have been rounded to
£'000.
The consolidated Financial Statements have been
prepared on the historical cost basis, save for the revaluation of
certain financial assets as a result of fair value accounting. The
principal accounting policies applied in the preparation of these
Financial Statements are set out below.
During the year, Alba Resources Plc ceased to be
the Company's Ultimate Controlling Party but remains the Company's
largest shareholder , having held 38.17% of the ordinary share
capital of the Company as at the year end (since reduced to 37.49%
as a result of placings after the year end), and has the right to
appoint two Directors to the Board. The next largest shareholder,
Kadupul Limited, currently holds 12.49% of the Company's share
capital.
Going
concern
In determining whether these
financial statements should be prepared on the going concern basis,
the Directors must consider whether the business has adequate
financial resources to continue to operate and meet its obligations
for a period of at least 12 months from the date of this
report.
Based on financial projections
prepared by the Directors, the Group's current cash resources are
insufficient to enable the Group to meet its recurring outgoings
and planned exploration expenditure for the entirety of the next
twelve months.
As an explorer with assets in
the exploration and development stage, the Group does not generate
revenue and is reliant on external funding such as capital raisings
to fund activities. The Directors intend to raise funds in advance
of fieldwork programmes in Greenland, in order to advance its
mineral projects. The precise nature and cost of those programmes
are determined based on the results of previous studies.
This fundraising activity is
undertaken as and when required, and as such the Group does not
regularly carry cash reserves sufficient for 12 months of
expenditure. However, the Board has a reasonable expectation that
the Group will continue to be able to meet its commitments for the
foreseeable future by raising funds when required, based on the
following:
· The
Group has a track record in sourcing external funding, having
raised funds in multiple prior years;
· The
Group has a supportive major shareholder (Alba Minerals Resources
Plc) which has a strong track record of raising funds for
exploration over a number of years;
·
Results from the Group's graphite and ilmenite projects have
been positive and support the case for further
investment;
·
Forecasts contain a level of discretionary spend such that,
in the event that cash flows become constrained, action can be
taken to enable the Group to operate within available
funding;
· The
Group and Company may also consider future joint venture funding
arrangements in order to share the costs of the development of its
exploration assets, and/or to consider divesting of certain of its
assets and realising cash proceeds in that way in order to support
the balance of its exploration and investment portfolio.
The Directors have prepared
cash flow forecasts to 30 June 2025 which take into account
committed exploration spend, costs and external funding. In
November/December 2023, the Company raised net proceeds of £500k
through an institutional placing, with an additional £238k having
been raised in May 2024 post year end, and retains the capacity to
undertake further fundraising activity as and when determined
necessary, either by way of placings of new shares, partial
monetisation of assets by way of partnership agreements (joint
ventures) or some combination of both. Nevertheless, the
requirement for external funding to be able to continue operations
over the period of assessment, and the fact that the availability
of such funding cannot be assured, represents a material
uncertainty that may cast doubt on the Group's ability to continue
as a going concern.
As a consequence of the above, in the opinion of
the Directors, the preparation of these financial statements on the
going concern basis remains appropriate.
International Financial
Reporting Standards
There are no significant changes within the
International Financial Reporting Standards (IFRS) framework which
impact upon the Company and its subsidiaries within the next
financial reporting year.
Standards issued but not yet effective are as
follows:
·
Amendments to IAS 1: Classifications of current or
non-current liabilities (effective 1 January 2024) and Amendments
to IAS 1: Classification of Liabilities as Current or Non-current -
Deferral of Effective Date - effective 1 January 2024;
·
Amendments to IAS 8: Accounting Policies, Changes to
Accounting Estimates and Errors (effective 1 January
2023);
·
Amendments to IAS 12: Income Taxes - Deferred Tax arising
from a Single Transaction (effective 1 January 2023).
·
Amendments to IAS 1: Presentation of Financial Statements and
IFRS Practice Statement 2: Disclosure of Accounting Policies
(effective 1 January 2023)
·
Amendments to IAS 12: Income Taxes - Deferred Tax arising
from a Single Transaction - applicable for annual periods beginning
on or after 1 January 2023
·
Amendments to IFRS 16 Leases: Lease liability in a Sale and
Leaseback - effective date 1 January 2024
·
Amendments to IAS 1 Presentation of Financial Statements"
Classification of Liabilities as Current or Noncurrent - Deferral
of Effective Date - effective date 1 January 2024
·
Amendments to IFRS 10 Consolidated Financial Statements and
IAS 28 Investments in associates and Joint Ventures: Sale of
Contribution of Assets between and investor and its Associate or
Joint Venture - effective date optional.
Critical accounting estimates and
judgements
The preparation of the Financial Statements
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities as well as the
disclosure of contingent assets and liabilities at the reporting
date and the reported amounts of revenues and expenses during the
reporting period. Actual outcomes could differ from those
estimates.
Estimates and judgements are continually
evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be
reasonable under the circumstances. The areas of judgement that
have the most significant effect on the amounts recognised in the
Financial Statements are as follows:
i)
JUDGEMENTS
Capitalisation of
exploration and evaluation costs
The capitalisation of exploration costs relating
to the exploration and evaluation phase requires management to make
judgements as to the future events and circumstances of a project,
especially in relation to whether an economically viable extraction
operation can be established. In making such judgements, the
Directors take comfort from the findings from exploration
activities undertaken, the fact the Group intends to continue these
activities and that the Company expects to be able to raise
additional funding to enable it to continue the exploration
activities.
Impairment assessment of
exploration and evaluation costs
At each reporting date, management make a
judgment as to whether circumstances have changed following the
initial capitalisation and whether there are indicators of
impairment. If there are such indicators, an impairment review will
be performed which could result in the relevant capitalised amount
being written off to the income statement.
During the year to 30 November 2023, all
capitalised costs in respect of the Melville Bay project were
impaired on the basis of the Company's decision to discontinue
activity on that licence area. The impairment charge arising as a
result of this decision was £787k.
All of the other current exploration projects
are being actively progressed and the Company does not believe any
circumstances have arisen to indicate these assets require
impairment.
ii)
ESTIMATES
Share-based
payments
Share-based payments represent the fair value of
shares issued to employees of the Company, and warrants issued to
third parties in consideration for services provided. The cost of
these share-based payments is based on the number of options or
warrants awarded, the grant date and exercise price, the vesting
period, and calculated based on a Black-Scholes model whose input
assumptions are derived from market and other estimates. These
estimates include volatility rates, the risk-free rate and
the expected term of the options. For further details, see note
4.
ACCOUNTING
POLICIES
Basis of
consolidation
The consolidated Financial Statements
incorporate the Financial Statements of the Company and companies
controlled by the Company, namely the Subsidiary Companies, drawn
up to 30 November each year.
Control is recognised where the Company has the
power to govern the financial and operating policies of an investee
entity to obtain benefits from its activities. The results of
subsidiaries acquired or disposed of during the period are included
in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, where
appropriate.
Where necessary, adjustments are made to the
Financial Statements of subsidiaries to bring the accounting
policies used into line with those used by the Group. All
intra-group transactions, balances, income and expenses
are eliminated on consolidation. Non-controlling
interests in the net assets of consolidated subsidiaries are
identified separately from the Group's equity therein.
Foreign
currency
For the purposes of the consolidated Financial
Statements, the results and financial position of each Group entity
are expressed in pounds sterling, which is the presentation
currency for the consolidated Financial Statements. Each Group
entity determines its own functional currency and items included in
the Financial Statements of each entity are measured using that
functional currency.
The functional currencies of the foreign
subsidiaries are the Danish Kroner ("DKK").
In preparing the Financial Statements of the
individual entities, transactions in currencies other than the
entity's functional currency (foreign currencies) are recorded at
the rates of exchange prevailing at the dates of the transactions.
At each reporting date, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at the
reporting date. Exchange differences arising are included in the
profit or loss for the period.
On consolidation, the assets and liabilities of
the Group's overseas operations are translated into the Group's
presentational currency at exchange rates prevailing at the
reporting date. Income and expense items are translated at the
average exchange rates for the period unless exchange rates have
fluctuated significantly during the year, in which case, the
exchange rate at the date of the transaction is used. All exchange
differences arising, if any, are recognised as other comprehensive
income and are transferred to the Group's foreign currency
translation reserve.
Share-based
payments
Share-based compensation benefits are made on an
ad-hoc basis on the recommendations of the Remuneration Committee.
The fair value of warrants or options granted is recognised as an
employee benefits expense, with a corresponding increase in the
share-based payment reserve. The total amount to be expensed is
determined by reference to the fair value of the options
granted:
·
including any market performance conditions (e.g., the
entity's share price);
·
excluding the impact of any service and non-market
performance vesting conditions (e.g., profitability, sales growth
targets and remaining an employee of the entity over a specified
time period); and
·
including the impact of any non-vesting conditions (e.g., the
requirement for employees to save or hold shares for a specific
period of time).
The total expense is recognised over the vesting
period, which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each period, the
entity revises its estimates of the number of options that are
expected to vest based on the non-market vesting and service
conditions. It recognises the impact of the revision to original
estimates, if any, in profit or loss, with a corresponding
adjustment to the share-based payment reserve.
Warrants issued as
part of the cost of an equity raise (for example as part of
advisers' fees) are recorded at fair value as a cost of that
financing within Share Premium and Share-based Payment
Reserve.
Intangible assets:
capitalised exploration and evaluation costs
Pre-licence costs are expensed in the period in
which they are incurred. Expenditure on licence renewals and new
licence applications covering an area previously under licence are
capitalised in accordance with the policy set out below.
Once the legal right to explore has been
acquired, exploration costs and evaluation costs arising are
capitalised on a project-by-project basis, pending determination of
the technical feasibility and commercial viability of the project.
Costs include appropriate technical and administrative expenses. If
a project is successful, the related expenditures will be
reclassified as development and production assets and amortised
over the estimated life of the commercial reserves. Prior to this,
no amortisation is recognised in respect of such costs. When all
licences comprising a project are relinquished, a project is
abandoned or is considered to be of no further commercial value to
the Company, the related costs will be written off to
administrative expense within profit or loss. Deferred exploration
costs are carried at historical cost less any impairment losses
recognised.
Impairment reviews for capitalised exploration
and evaluation expenditure are carried out on a project-by-project
basis, with each project representing a potential single cash
generating unit. In accordance with the requirements of IFRS 6, an
impairment review is undertaken when indicators of impairment arise
such as:
·
unexpected geological occurrences that render the resource
uneconomic;
·
title to the asset is compromised;
·
variations in mineral prices that render the project
uneconomic;
·
substantive expenditure on further exploration and evaluation
of mineral resources which is neither budgeted nor planned;
and
· the
period for which the Group has the right to explore has expired and
is not expected to be renewed.
Where an impairment loss subsequently reverses,
the carrying amount of the asset (or cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so
that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been
recognised for the asset (or cash-generating unit) in prior years.
A reversal of an impairment loss is recognised in profit or loss
for the year.
Financial
instruments
Financial assets and financial liabilities are
recognised in the statement of financial position when the Group
becomes a party to the contractual provisions of the
instrument.
Financial assets are classified as
either:
·
those to be measured subsequently at fair value (either
through other comprehensive income or through profit or loss);
or
·
those to be measured at amortised cost.
The classification is dependent on the business
model adopted for managing the financial assets and the contractual
terms of the cash flows expected to be derived from the
assets.
For assets measured at fair value, gains and
losses will either be recorded in profit or loss or other
comprehensive income. For investments in equity instruments that
are not held for trading, this will depend on whether the Group has
made an irrevocable election at the time of initial recognition to
account for the equity investment at fair value through other
comprehensive income.
The Group's financial assets comprise equity
instruments and debt instruments as described below.
Impairment provisions for receivables and loans
to related parties are recognised based on a forward-looking
expected credit loss model. The methodology used to determine the
amount of the provision is based on whether there has been a
significant increase in credit risk since initial recognition of
the financial asset. For those where the credit risk has not
increased significantly since initial recognition of the financial
asset, twelve month expected credit losses along with gross
interest income are recognised. For those for which credit risk has
increased significantly, lifetime expected credit losses along with
the gross interest income are recognised. For those that are
determined to be credit impaired, lifetime expected credit losses
along with interest income on a net basis are
recognised.
Investment in
subsidiaries: Investment in subsidiaries,
comprising equity instruments and capital contributions, are
recognised initially at cost less any provision for
impairment.
Loans to
subsidiaries: Loans to subsidiaries, other
than capital contributions, are held for the collection of
contractual cash flows and are classified as being measured at
amortised cost, net of provision for impairment. Impairment is
initially based on the expected lifetime credit loss as applied to
the portfolio of loans. The loans are interest free and have no
fixed repayment terms. As such the loans are assessed as being
credit impaired on inception and lifetime expected credit losses
are recognised with the amount of provision being recognised in the
profit or loss.
A loan is fully impaired when the relevant
subsidiary recognises an impairment of its deferred exploration
expenditure, such that the subsidiary is not expected to be able to
repay the loan from its existing assets.
Trade and other
receivables: Trade and other receivables are
held for the collection of contractual cash flows and are
classified as being measured at amortised cost. They are recognised
initially at fair value and subsequently measured at amortised cost
using the effective interest method less provision for
impairment.
Cash and cash
equivalents: Cash and cash equivalents
include cash on hand and deposits held at call with
banks.
Trade and other
payables: Trade and other payables are not
interest bearing and are recognised initially at fair value and
subsequently measured at amortised cost.
Financial
liabilities:
·
Trade payables and other short-term monetary liabilities are
initially recognised at fair value and subsequently carried at
amortised cost using the effective interest method.
·
There are no financial liabilities classified as being at
fair value through profit or loss.
·
Borrowings are initially recognised at fair value net of any
transaction costs directly attributable to the issue of the
instrument. Such interest-bearing liabilities are subsequently
measured at amortised cost using the effective interest rate
method. Interest expense includes initial transaction costs and any
premium payable on redemption, as well as any interest or coupon
payable while the liability is outstanding.
·
Liability components of convertible loan notes are measured
as described further below.
Share
capital: The Company's ordinary and deferred
shares are classified as equity.
Warrants:
Warrants are stated at their fair value, which is estimated
using a Black Scholes model where they are not issued as part of a
cash transaction.
Taxation
The charge for taxation is based on the profit
or loss for the period and takes into account deferred tax. The
Group's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the reporting
date. Deferred tax is the tax expected to be payable
or recoverable on differences between the carrying amounts of
assets and liabilities in the Financial Statements and the
corresponding tax bases used in the computation of taxable profit
or loss, and is accounted for using the liability
method.
Deferred tax assets are only recognised to the
extent that it is probable that future taxable profit will be
available in the foreseeable future against which the temporary
differences can be utilised.
2. ANALYSIS OF
SEGMENTAL INFORMATION
The Group currently only has one primary
reporting business segment, exploration and development. The
Group exploration assets and investments along with capital
expenditures are presented on this basis below:
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
Total
assets
|
|
|
|
|
Exploration and evaluation
|
|
9,840
|
10,151
|
|
Current assets
|
|
436
|
13
|
|
Cash
|
|
152
|
126
|
|
|
|
10,428
|
10,290
|
|
Capitalised exploration and
evaluation expenditure
|
|
|
|
|
Exploration and evaluation -
Greenland
|
|
476
|
2,091
|
|
|
|
476
|
2,091
|
The Group's primary business activities are the
exploration projects in Greenland and its corporate head office in
the UK. The split of total assets and capitalised exploration and
evaluation expenditure between these locations is set out
below:
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
Total
assets
|
|
|
|
|
Greenland
|
|
9,868
|
10,151
|
|
United Kingdom
|
|
560
|
139
|
|
|
|
10,428
|
10,290
|
The administrative expenditure in the income
statement primarily relates to central costs.
3. OPERATING
LOSS
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
This is stated after charging:
|
|
|
|
|
Share-based payments charge
|
|
24
|
141
|
|
Auditor's remuneration
|
|
|
|
|
- Group audit services
|
|
40
|
35
|
|
- Group taxation advice
|
|
-
|
9
|
Administration expenses are made up as
follows:
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
Staff costs (including share-based
payments)
|
|
411
|
534
|
|
Professional fees
|
|
225
|
162
|
|
Office, travel, and other
|
|
192
|
171
|
|
Fees for services - parent
|
|
75
|
163
|
|
Total
|
|
903
|
1,030
|
4. DIRECTORS'
EMOLUMENTS AND STAFF COSTS
During the period there were six
permanent employees, being the Directors (who are the key
management personnel). There were no temporary
employees.
|
|
|
2023
|
2022
|
|
|
|
£'000
|
£'000
|
|
Staff and Directors'
Remuneration
|
|
|
|
|
Salaries
|
|
320
|
349
|
|
Share based payment charge
|
|
24
|
141
|
|
Pension contributions
|
|
1
|
10
|
|
Total
remuneration
|
|
345
|
500
|
|
|
|
|
|
|
Average number
of employees
|
|
6
|
6
|
Remuneration of each
Director is set out below for 2023.
|
|
2023
|
2022
|
|
|
Salary
|
Bonus
|
Pension
|
FV of
options
|
Total
|
Salary
|
Bonus
|
Pension
|
FV of
options
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
Kirk Adams
|
-
|
-
|
-
|
-
|
-
|
101
|
-
|
-
|
38
|
139
|
|
Stefan Bernstein
|
110
|
-
|
-
|
3
|
113
|
41
|
-
|
9
|
2
|
52
|
|
Jim
Wynn2
|
38
|
-
|
1
|
3
|
42
|
38
|
-
|
1
|
18
|
57
|
|
George Frangeskides
|
54
|
-
|
-
|
13
|
67
|
54
|
-
|
-
|
69
|
123
|
|
Lars Brünner
|
44
|
-
|
-
|
1
|
45
|
55
|
-
|
-
|
-
|
55
|
|
Mark Austin
|
30
|
10
|
-
|
3
|
43
|
30
|
-
|
-
|
14
|
44
|
|
Mark Rachovides
|
30
|
-
|
-
|
1
|
31
|
30
|
-
|
-
|
-
|
30
|
|
Andrew
Panteli3
|
4
|
-
|
-
|
-
|
4
|
-
|
-
|
-
|
-
|
-
|
|
Total
|
310
|
10
|
1
|
24
|
345
|
349
|
-
|
10
|
141
|
500
|
1 Kirk Adams
retired from the Board on 6 May 2022
2 Jim Wynn
retired from the Board on 11 October 2023
3 Andrew
Panteli was appointed on 11 October 2023
A bonus of £10k was paid to Mark Austin during
2023 (2022: nil).
During the year, Stefan Bernstein was the
highest-paid employee, receiving remuneration totalling £110,000
(2022: £139k). There were no employees other than Directors,
whose remuneration is fully disclosed in the above
table.
During the year the Company granted share
options to the Directors as follows:
|
|
No
options
|
Date of
grant
|
Exercise
price
|
|
Lars Brunner
|
300,000
|
14-Apr-23
|
£0.10
|
|
Mark Rachovides
|
300,000
|
14-Apr-23
|
£0.10
|
|
Total options granted in
2023
|
600,000
|
|
|
The above share options vest after the following
periods have elapsed since the date of grant: 75% after 12 months;
12.5% after 24 months; and 12.5% after 36 months.
Total options held by Directors at year end were
as follows:
|
|
No
options
|
Date of
grant
|
Exercise
price
|
|
Stefan Bernstein
|
1,000,000
|
8-Jul-22
|
£0.10
|
|
George Frangeskides
|
1,500,000
|
28-Sep-21
|
£0.10
|
|
Mark Austin
|
300,000
|
28-Sep-21
|
£0.10
|
|
Lars Brunner
|
300,000
|
14-Apr-23
|
£0.10
|
|
Mark Rachovides
|
300,000
|
14-Apr-23
|
£0.10
|
|
Total options at 30 November
2023
|
3,400,000
|
|
|
The total estimated value of the share-based
remuneration provided to Directors was £24k (2022:£141k), which is
expensed over the vesting period of each tranche. These values were
derived from a Black Scholes model as described in note
1.
5. INCOME
TAXES
a) Analysis of charge in the period
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
United Kingdom corporation tax at 19% (2022:
19%)
|
-
|
-
|
|
Deferred taxation
|
-
|
-
|
|
|
-
|
-
|
b) Factors affecting tax charge/(credit) for the
period
The tax assessed on the loss for the period
before tax differs from the standard rate of corporation tax in the
UK which is 19%. The differences are explained below:
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
Loss before tax
|
(1,693)
|
(1,230)
|
|
Loss multiplied by standard rate of tax
(19%)
|
322
|
234
|
|
Effects of:
|
|
|
|
Disallowed expenses
|
(154)
|
(65)
|
|
Deferred tax assets not recognised
|
(168)
|
(169)
|
|
|
-
|
-
|
A deferred tax asset has not been recognised in
respect tax losses and accelerated capital allowances, due to
uncertainty that the potential asset will be recovered.
In 2021, a deferred tax liability of £1.0
million was recognised as part of the fair value accounting for the
acquisition of the Alba subsidiaries, representing the taxation
impact of the fair value uplift of the intangible assets acquired,
which would not be an allowable deduction from tax profits in
future periods.
6. EARNINGS PER
SHARE
Basic earnings per share is calculated by
dividing the loss attributed to ordinary shareholders of £1.7
million (2022: £1.2 million) by the weighted average number of
shares of 134,217,972 (2022: 111,200,001) in issue during the
period. At 30 November 2023 and at 30 November 2022, the effect of
all the potentially dilutive instruments in issue is anti-dilutive
as it would lead to a further reduction of loss per share,
therefore no fully diluted loss per share has been
disclosed.
7. INTANGIBLE
ASSETS - EXPLORATION & EVALUATION ASSETS
|
|
Amitsoq
|
Thule Black
Sands
|
Inglefield
|
Melville
Bay
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Net Book Value at 30 November
2021
|
3,275
|
4,011
|
199
|
774
|
8,259
|
|
Additions
|
1,717
|
374
|
-
|
-
|
2,091
|
|
Impairment
|
-
|
-
|
(199)
|
-
|
(199)
|
|
Net Book Value at 30 November
2022
|
4,992
|
4,385
|
-
|
774
|
10,151
|
|
Additions
|
451
|
12
|
-
|
13
|
476
|
|
Impairment
|
-
|
-
|
-
|
(787)
|
(787)
|
|
Net Book Value at 30 November
2023
|
5,443
|
4,397
|
-
|
-
|
9,840
|
As all exploration and evaluation assets remain
in the early, pre-production stages of the asset life cycle, no
amortisation has been recorded in respect of these
assets.
Impairment losses of £787,000 have been recorded
in the current year (2022: £199,000) following a determination by
the Company not to continue to pursue the development of its
Melville Bay asset, with the licence having been formally
relinquished following the reporting date.
8. TRADE AND
OTHER RECEIVABLES
|
|
2023
|
2022
|
|
Current
receivables
|
£'000
|
£'000
|
|
VAT receivable
|
45
|
13
|
|
Share subscriptions receivable
|
387
|
-
|
|
Prepayments
|
4
|
-
|
|
|
436
|
13
|
VAT receivable relates to input VAT on supplies
during the period.
As at 30 November 2023, £387k in share
subscription funding remained receivable from investors for the
placing of new ordinary shares on 22 November 2023, with such funds
having been received in settlement of this receivable on 4 December
2023.
9. CASH AND CASH
EQUIVALENTS
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
Cash at bank and in
hand
|
152
|
126
|
The fair value of cash at bank is the same as
its carrying value.
10. TRADE AND OTHER
PAYABLES
|
|
2023
|
2022
|
|
Current
|
£'000
|
£'000
|
|
Trade creditors
|
200
|
138
|
|
Accruals and deferred income
|
150
|
118
|
|
Other creditors
|
47
|
-
|
|
Loan due to parent entity
|
-
|
65
|
|
|
397
|
321
|
The fair value of trade and other
payables approximates to their book value. Other creditors are the
amounts received for a placing made after year end.
11. CALLED UP SHARE
CAPITAL
|
|
|
Number
of
shares
|
Share
capital
|
Deferred
shares
|
Share
premium
|
Total
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Allotted, called up and fully
paid
|
|
|
|
|
|
|
|
Ordinary shares of £0.001 pence
|
|
165,114,162
|
165
|
-
|
11,706
|
11,871
|
|
Deferred shares of £0.099
|
|
500,000
|
-
|
50
|
-
|
50
|
|
Total
|
|
165,614,162
|
165
|
50
|
11,706
|
11,921
|
A total of 53,914,161 ordinary shares were
issued in the year ended 30 November 2023 (2022: nil). The movement
in shares in issue, share capital, deferred share capital and share
premium during 2023 was as follows:
|
|
Ordinary
Shares
|
Deferred
Shares
|
Share
capital
|
Deferred
shares
|
Share
premium
|
Total
|
|
|
of
£0.001
|
of
£0.099
|
£'000
|
£'000
|
£'000
|
£'000
|
|
At 30 November
2022
|
111,200,001
|
500,000
|
111
|
50
|
10,033
|
10,194
|
|
Movement during year
|
53,914,161
|
-
|
54
|
-
|
1,673
|
1,727
|
|
At 30 November
2023
|
165,114,162
|
500,000
|
165
|
50
|
11,706
|
11,921
|
12. RESERVES
The following describes the nature and purpose
of certain reserves within owners' equity:
|
Share premium
|
Amounts subscribed for share capital in excess
of nominal value less costs of issue.
|
|
Share-based payment reserve
|
Amounts charged each period in relation to share
options and warrants.
|
The share-based payment reserve movement of £28k
(2022: £86k) in the year consisted of £24k (2021: £141k) in respect
of the fair value of employee share options and £4k (2022: nil) in
respect of warrants granted. During 2022, the fair value of
employee share options were offset by £55k in respect of share
options which were cancelled in the period (whose accumulated fair
value was reversed through the profit and loss reserve).
13. CAPITAL
COMMITMENTS
As at 30 November 2023, the Company had no
undischarged capital expenditure commitments on its Greenland
licences due to its historic expenditures having been substantially
in excess of minimum obligations in previous years, with the excess
expenditure carried forward more than offsetting these obligations
at all of its licences.
14. CONTINGENT
LIABILITIES
The Company had no contingent liabilities at the
end of the period.
15. FINANCIAL
INSTRUMENTS
The Group's financial instruments comprise
investments, cash at bank, and various items such as debtors,
loans, and creditors. The Group has not entered into derivative
transactions, nor does it trade financial instruments as a matter
of policy.
Credit
risk
The Group's credit risk arises primarily from
cash at bank, other debtors, and the risk the counterparty fails to
discharge its obligations.
The Company holds its cash with MetroBank Plc
whose credit rating is B+.
Funding
risk
Funding risk is the possibility that the
Group might not have access to the financing it needs.
The Group's continued future operations depend on the ability to
raise sufficient working capital through the issue of equity share
capital. The Directors are confident that adequate funding will be
forthcoming with which to finance operations. The Directors have a
strong track record of raising funds as required both as GreenRoc
as well as within Alba. Controls over expenditure are carefully
managed and activities planned to ensure that the Group has
sufficient funding.
Liquidity
risk
Liquidity risk arises from the management of
cash funds and working capital. The risk is that the Group will
fail to meet its financial obligations as they fall due. The Group
operates within the constraints of available funds and cash flow
projections are produced and regularly reviewed by
management.
Interest rate risk profile of
financial assets
The only financial assets (other than short term
debtors) are cash at bank and in hand, which comprises money at
call. The interest earned in the period was negligible. The
Directors believe the fair value of the financial instruments is
not materially different to the book value.
Foreign currency
risk
The Group incurs costs denominated in
foreign currencies (including Danish Krone and Euros) which gives
rise to short term exchange risk. The Group does not currently
hedge against these exposures as they are deemed immaterial and
there is no material exposure as at the period end.
Market
risk
The underlying value of the Group's assets is
exposed to the spot price in the relevant commodities, notably
graphite (Amitsoq) and ilmenite (TBS).
Categories of financial
instrument
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
Financial
assets
|
|
|
|
Held at amortised cost:
|
|
|
|
Trade and other receivables
|
432
|
13
|
|
Cash at bank
|
152
|
126
|
|
|
584
|
139
|
|
Financial
liabilities
|
|
|
|
Loan due to parent entity
|
-
|
65
|
|
Trade creditors
|
200
|
138
|
|
Other creditors
|
47
|
-
|
|
|
247
|
203
|
16. CAPITAL
MANAGEMENT
The Group's objective when managing capital is
to safeguard the entity's ability to continue as a going concern
and develop its mining and exploration activities to provide
returns for shareholders. The Group's funding to date has been
comprised of equity. The Directors consider the Company's capital
and reserves to be capital. When considering the future capital
requirements of the Group and the potential to fund specific
project development via debt, the Directors consider the risk
characteristics of all the underlying assets in assessing the
optimal capital structure.
17. RELATED PARTY
TRANSACTIONS
Alba Mineral Resources Plc, which owned 38.17%
of the Company's issued shares as at year end (and 37.49% at the
date of this report as a result of a subsequent share placing),
charged fees for services in the period amounting to £75k (2022:
£163k). These fees were calculated in accordance with the terms of
the Services Agreement entered into between the Company and Alba in
September 2021, and relate to finance, management, exploration,
technical and other professional activities, as well as the
pass-through of certain costs settled by Alba on behalf of GreenRoc
(for example travel expenditures for the Greenland field trips
during the year). These charges were at arm's-length
rates.
The Financial Statements for Alba are available
on their website at www.albamineralresources.com.
18. EVENTS AFTER THE
REPORTING PERIOD
· On
1 December 2023 the Company allotted 3,000,000 new ordinary shares
to investors for 2.5 pence per share in settlement of a share
placing announced on 27 November 2023.
· On
31 January 2024, the Company announced the successful completion of
preliminary testing of the Company's graphite from the Amitsoq
licence area for suitability as an active anode material during
electrochemical battery test work undertaken by ProGraphite GmbH.
The results indicate that the Amitsoq graphite will be highly
suitable as a feedstock for battery grade anode material and acts
as a critical step in the ongoing Processing Plant Feasibility
Study workstream currently underway.
· On
7 February 2024, the Company announced that changes to the
Greenland mining laws enacted on 1 January 2024 facilitated an
acceleration of the process for applying for, and being awarded, an
exploitation licence over the Company's Amitsoq licence area, with
the Company noting that an application for an exploitation licence
was expected to be filed in 1H2024 and award expected by end
2024.
· On
7 February 2024 the Company announced the relinquishment of its
Melville Bay exploration licence.
· On
7 May 2024 the Company announced the results of the anode plant
feasibility study, noting a pre-tax NPV8 of US$837m, post tax NPV8
of US$545m, post tax IRR of 25.3% and 4 year payback period on
capex of US$321m (with 25% contingency).
· On
28 May 2024 the Company announced the placing of 13,239,499 new
ordinary shares at 1.8 pence per share raising gross funds of
£238,311 to be applied against further project development costs
and general working capital purposes.
There were no other significant post-balance
sheet events.