TIDMMMM
RNS Number : 4384Q
Mining, Minerals & Metals PLC
27 October 2021
27 October 2021
Mining, Minerals & Metals plc
Interim Results for the Six Months Ended 31 July 2021
Mining, Minerals and Metals plc ("MMM" or the "Company") is
pleased to present its unaudited financial statements for the for
the 6 months ended 31 July 2021 ("Financial Statements") as
extracted from the Company's 2021 Half Year Report ("Report"). The
Report and Financial Statements are now available on the Company
website at www.mmmplc.com and will be provided to shareholders who
have requested a printed or electronic copy
The Financial Statements are set out below and should be read in
conjunction with the Report which contains the notes to the
Financial Statements.
Further information
For further information, please visit the Company's website:
www.mmmplc.com
- Ends-
Roy Pitchford
Non-Executive Chairman, Mining, Minerals & Metals plc
Telephone +44 (0)20 7317 0644
Email: roy@mmmplc.com
Brandon Hill Capital Limited - Financial Adviser and Broker
Jonathan Evans
Telephone: +44 (0)20 3463 5000
Email: jonathan.evans@brandonhillcapital.com
Notes to Editors
Mining, Minerals and Metals plc was established as a special
purpose acquisition company to undertake an acquisition of one or
more businesses (either shares or assets) that has operations
involved in natural resources exploitation that it will then look
to develop and expand. The directors of MMM have established a
network of contacts internationally within the sector and will
utilise independent third parties to provide expert advice where
necessary.
Forward Looking Statements
Certain statements in this announcement are or may be deemed to
be forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe"
"could" "should" "envisage" "estimate" "intend" "may" "plan" "will"
or the negative of those variations or comparable expressions
including references to assumptions. These forward-looking
statements are not based on historical facts but rather on the
Directors' current expectations and assumptions regarding the
Company's future growth results of operations performance future
capital and other expenditures (including the amount, nature and
sources of funding thereof) competitive advantages business
prospects and opportunities. Such forward looking statements re ect
the Directors' current beliefs and assumptions and are based on
information currently available to the Directors. Many factors
could cause actual results to differ materially from the results
discussed in the forward-looking statements including risks
associated with vulnerability to general economic and business
conditions competition environmental and other regulatory changes
actions by governmental authorities the availability of capital
markets reliance on key personnel uninsured and underinsured losses
and other factors many of which are beyond the control of the
Company. Although any forward-looking statements contained in this
announcement are based upon what the Directors believe to be
reasonable assumptions. The Company cannot assure investors that
actual results will be consistent with such forward looking
statements.
Chairman's Statement
MMM was formed to undertake the acquisition of a controlling
interest in a business (either shares or assets) that has
operations in the natural resources sector (an "Acquisition"),
reflecting the experience of the Company's board of directors. Any
Acquisition is expected to constitute a reverse takeover
transaction and consideration for the Acquisition may be in part or
in whole in the form of share-based consideration, funded from the
Company's existing cash resources or the raising of additional
funds. Following completion of an Acquisition, the objective of the
Company will be to add value to the acquired business or asset
through the deployment of capital with a view to generating value
for its shareholders.
As I stated in the Annual Report, the current climate for
natural resource companies seeking to raise capital is
significantly improving with commodity prices in general performing
very well during 2020 and continuing in 2021. Accordingly, I
believe that the Company represents an extremely attractive
proposition to prospective Acquisition counterparties considering
listing on the London Stock Exchange.
Since the Company's IPO on the Main Market of the London Stock
Exchange in March 2020, the Company has seen a steady flow of
potential Acquisition opportunities and has actively reviewed many
projects covering all stages of development from exploration
through to producing assets over a range of commodities across
multiple jurisdictions. As a result of the depth and breadth of
experience and the skills of the Board of Directors, we have
primarily conducted our reviews using in-house resources, thereby
limiting costs to the Company.
Whilst the Board has a desire to complete an Acquisition in a
timely manner and take advantage of current market dynamics, we
will not compromise in our approach of securing attractive
commercial terms and completing the appropriate detailed due
diligence. We believe that this approach provides the best
opportunity to identify and, where possible, mitigate any risks,
whilst delivering a transaction that creates value for our
shareholders.
On 7 October 2021, we announced that MMM had entered into a
non-binding term sheet with Africa Resources Holdings LLC ("ARH")
to acquire the entire issued share capital of Narnia Mauritius Gas
Holdings Limited ("NMGH"), that will hold a ninety five percent
(95%), interest in Inert Gas Industries (Proprietary) Limited
("IGI"), which in turn owns the Lindley Natural Gas Project
("LNGP") exploration licences situated in the Free State Province
of South Africa ("The Proposed Transaction").
The discussions with ARH are ongoing and remain subject to
completion of formal legal documentation, due diligence and an
additional equity fundraising.
ARH have indicated that the LNGP exploration licences cover an
area of 27,000 hectares with a portion of the LNGP licence area
being previously operated by the Anglo American Corporation of
South Africa Limited for approximately ten years producing both
Methane and Helium gas. The Methane gas was flared whilst the
Helium gas was sold locally in South Africa. Subject to compliance
with all the requirements of the regulatory authorities in South
Africa, following completion of the Proposed Transaction, MMM,
intends to secure production permits to facilitate the production
and distribution of Methane, Helium and any other marketable
products from LNGP.
The Proposed Transaction, if completed, would constitute a
reverse takeover under the Listing Rules and accordingly the
Company would need to apply for re-admission of its shares to the
Official List and the Main Market of the London Stock Exchange.
The Proposed Transaction is conditional on a number of
conditions including; (i) satisfactory due diligence (ii) entering
into a definitive legal agreements (iii) raising further funds for
the Proposed Transaction; (iv) approval of the Proposed Transaction
by shareholders at a General Meeting to be convened; (v) obtaining
all necessary approvals (if required) and; (vi) granting of
eligibility for the readmission of the Company to the Official List
by the FCA.
There can be no certainty that the Proposed Transaction will
take place and the Company will continue to update shareholders in
due course.
I look forward to reporting on our progress to you over the
coming months.
Roy Pitchford
Chairman
STATEMENT OF COMPREHENSIVE INCOME
for the period ended 31 July 2021
For six For six For year
months months ended 31
ended ended January
31 July 31 July 2021 (audited)
2021 (unaudited) 2020 (unaudited)
GBP GBP GBP
Note
Revenue - -
Administrative expenses (91,720) (147,379) (207,637)
-------------------- ---------------------- ----------------
Operating profit (91,120) (147,379) (207,637)
Finance income - - 25
Finance costs (120) - -
-------------------- ---------------------- ----------------
Profit before taxation (91,840) (147,379) (207,612)
Income tax - -
-------------------- ---------------------- ----------------
Total comprehensive
loss
for the year (91,840) (147,379) (207,612)
-------------------- ---------------------- ----------------
Earnings per share 7
Basic and diluted (pence per
share) (0.29) (0.46) (0.69)
-------------------- ---------------------- ----------------
The accompanying notes form an integral part of the financial
information.
STATEMENT OF FINANCIAL POSITION
As at 31 July 2021
Note At 31 At 31 At 31 January
July 2021 July 2020 2021 (audited)
(unaudited) (audited)
GBP GBP GBP
ASSETS
Current assets
Cash and cash equivalents 281,383 389,146 363,652
Trade and other receivables 16,238 8,712 25,191
------------- -------------------- ----------------
Total assets 297,621 397,858 388,843
------------- -------------------- ----------------
EQUITY
Equity Attributable to Owners
of the company
Share capital 8 320,500 318,833 320,500
Share premium 406,167 401,167 406,167
Retained earnings (475,147) (323,074) (383,307)
------------- -------------------- ----------------
Total equity 251,520 396,926 343,360
------------- -------------------- ----------------
LIABILITIES
Non-current liabilities
Long-term borrowings 10,469 - 10,469
------------- -------------------- ----------------
Total non-current liabilities 10,469 - 10,469
------------- -------------------- ----------------
Current liabilities
Trade and other payables 35,632 932 35,014
------------- -------------------- ----------------
Total current liabilities 35,632 932 35,014
------------- -------------------- ----------------
Total liabilities 46,101 932 45,483
------------- -------------------- ----------------
TOTAL EQUITY AND LIABILITIES 297,621 397,858 388,843
------------- -------------------- ----------------
The accompanying notes form an integral part of the financial
information.
This report was approved by the board and authorised for issue
on 27 October 2021 and signed on its behalf by:
Roy Pitchford
Non-Executive Chairman
STATEMENT OF CHANGES IN EQUITY
for the period ended 31 July 2021
Share capital Share premium Retained Total
earnings equity
GBP GBP GBP GBP
Balance at 31 January
2020 (audited) 145,500 54,500 (175,695) 24,305
Shares issued 173,333 346,667 - 520,00
Total comprehensive loss
for the year - - (147,379) (147,379)
-------- -------- ---------- ----------------
Balance at 31 July 2020
(audited) 318,833 401,167 (323,074) 396,926
Balance at 31 January
2020 (audited) 145,500 54,500 (175,696) 24,305
Shares issued 175,000 351,667 - 526,667
Total comprehensive loss
for the year - - (207,612) (207,612)
-------- -------- ---------- -----------------
Balance at 31 January
2021 (audited) 320,500 406,167 (383,307) 343,360
Shares issued - - - -
Total comprehensive loss
for the year - - (91,840) (91,840)
-------- -------- ---------- -----------------
Balance at 31 July 2021
(unaudited) 320,500 406,167 (475,147) 251,520
The accompanying notes form an integral part of the financial
information.
STATEMENT OF CASHFLOWS
for the period ended 31 July 2021
Six months Six months Year ended
ended ended 31 January
31 July 2021 31 July 2021 (audited)
(unaudited) 2020 (unaudited)
GBP GBP GBP
Loss before tax (91,840) (147,379) (202,612)
Adjusted for:
(Increase)/Decrease in
trade and other receivables 8,953 (8,712) (25,191)
(Decrease)/Increase in
trade creditors 618 (37,336) (3,254)
--------------------------- ------------------------------ ----------------------
Net cash used in operating
activities (82,269) (193,427) (236,057)
Financing activities
Proceeds of new borrowings - - 10,469
Issue of share capital - 520,000 526,667
--------------------------- ------------------------------ ----------------------
Net cash from financing
activities - - 537,136
Net (decrease)/increase
in cash and cash
equivalents (82,269) 326,573 301,079
--------------------------- ------------------------------ ----------------------
Cash and cash equivalents
at beginning of the year 363,652 62,573 62,573
Cash and cash equivalents
at end of the year 281,383 389,146 363,652
--------------------------- ------------------------------ ----------------------
The accompanying notes form an integral part of the financial
information.
NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION
The Company was incorporated on 28 January 2013 in England and
Wales as a limited company, limited by shares and with Registered
Number 08377465 under the Companies Act 2006. The Company's
registered office address is 1 King Street, Office 3.05, London
EC2V 8AU. The Company has not yet commenced business. The company
re-registered as a public limited company on 22 October 2018.
The Company's objective is to undertake an acquisition of a
target company or business in the natural resources sector.
The Company does not have a defined life as it has no fixed time
limit to conduct the Acquisition
Other than the Directors the company did not have any staff.
2. ACCOUNTING POLICIES
Basis of preparation
The principal accounting policies adopted by the Company in the
preparation of the Company Financial Information are set out
below.
The financial statements have been prepared in accordance with
International Financial Reporting Standards and IFRIC
interpretations as endorsed by the EU ("IFRS") and the requirements
of the Companies Act applicable to companies reporting under
IFRS.
The Company Financial Information has been presented in Pounds
Sterling, being the functional currency of the Company.
The preparation of the financial statements in conformity with
IFRS requires the use of certain critical accounting estimates. It
also requires the Directors to exercise their judgment in the
process of applying the Company's accounting policies. The
Company's accounting policies as well as the areas involving a
higher degree of judgment and complexity, or areas where
assumptions and estimates are significant to the Company financial
statements are disclosed in the audited annual report for the year
ended 31 January 2021 and are available on the Company's
website.
In the opinion of the management, the interim unaudited
financial information includes all adjustments considered necessary
for fair and consistent presentation of this financial information.
The interim unaudited financial information should be read in
conjunction with the Company's audited financial statements and
notes for the year ended 31 January 2021.
Going Concern
These financial statements have been prepared on a going concern
basis as the Directors have reasonable expectation that the Company
has adequate resources to continue in operational existence. The
Company is a start-up company and does not currently have any
service offering or customer base, however, it has successfully
been admitted to the London Stock Exchange ("LSE") - Main Market
where it has already raised GBP726,667 to fund its business
plans.
The Directors consider there to be uncertainty over the timing
and occurrence of a potential acquisition, however given the
proceeds raised to the date of this report and having regard to
forecast operating costs there is sufficient headroom to remain in
operational existence for a period of at least 12 months from the
date the financial statements were approved.
3. DIRECTORS' EMOLUMENTS
No amount was paid or become payable to any of the Directors of
the Company and there were no staff costs as no staff was employed
by the Company during the period ended 31 July 2021 (2020:
NIL).
4. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments,
comprising cash and various items such as trade payables, which
arise directly from operations. The Company does not trade in
financial instruments.
Financial risk factors
The Company's activities expose it to a variety of financial
risks: credit risk and liquidity risk. The Company's overall risk
management programme focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the
Company's financial performance.
(a) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
(b) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash, the Company ensures it has adequate resource to discharge all
its liabilities. The directors have considered the liquidity risk
as part of their going concern assessment.
Fair values
Management assessed that the fair values of cash trade payables
and other current liabilities approximate their carrying amounts
largely due to the short-term maturities of these instruments.
5. CAPITAL MANAGEMENT POLICY
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. The capital structure of the Company consists
of equity attributable to equity holders of the Company, comprising
issued share capital and reserves.
6. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and
cash equivalents and other payable. The Company does not use
financial instruments for speculative purposes.
The principal financial instruments used by the Company, from
which financial instrument risk arises, are as follows:
31 July 31 July 31 January
2021 2020 2021
GBP GBP GBP
Financial assets
Cash and cash equivalents 281,383 389,146 363,652
-------- -------- -----------
Total financial assets 281,383 389,146 363,652
-------- -------- -----------
Financial liabilities measured
at amortised cost
Trade and other payables 35,652 932 35,014
-------- -------- -----------
Total financial liabilities 35,652 932 35,014
-------- -------- -----------
There are no financial assets that are either past due or
impaired. The financial liabilities are due for payment in 1 to 3
months.
7. EARNINGS PER SHARE
The loss per share has been calculated using the loss for the
year and the weighted average number of ordinary shares entitled to
dividend rights which were outstanding during the year. There were
no potentially dilutive ordinary shares at the year end.
31 July 31 July 31 January
2021 2020 2021
GBP GBP GBP
Loss for the period attributable to equity holders of the Company (91,840) (147,379) (207,612)
Weighted average number of ordinary shares (number of shares) 32,049,999 31,883,333 32,049,999
----------- ----------- -----------
Loss per share (pence per share) (0.29) (0.46) (0.69)
----------- ----------- -----------
8. SHARE CAPITAL
Ordinary shares of GBP0.01 each
Number of Amount
shares GBP
Issued, called up and paid 32,049,999 320,500
32,049,999 320,500
----------- --------
9. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key
management personnel compensation has been disclosed in note 3.
10. POST BALANCE SHEET EVENT
On 7 October 2021, the Company entered into a non-binding term
sheet with Africa Resources Holdings LLC ("ARH") to acquire the
entire issued share capital of Narnia Mauritius Gas Holdings
Limited, that will hold a ninety five percent (95%), interest in
Inert Gas Industries (Proprietary) Limited, which in turn owns the
Lindley Natural Gas Project exploration licences situated in the
Free State Province of South Africa. The discussions with ARH
remain subject to contract, satisfactory completion of due
diligence and additional equity fundraising.
The Proposed Transaction, if completed, would constitute a
reverse takeover under the Listing Rules and accordingly the
Company would need to apply for re-admission of its shares to the
Official List and the Main Market of the London Stock Exchange. As
the Company is currently unable to provide a full disclosure under
Listing Rule 5.6.15, at the request of the Company the FCA has
suspended the Company's listing in its ordinary shares on the
standard segment of the Official List and trading from the London
Stock Exchange.
11. ULTIMATE CONTROLLING PARTY
At 31 July 2021, there was no ultimate controlling party.
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