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Live Company Group – Half-yearly results for the six months ended 30 June 2018

Live Company Group Plc (AIM: LVCG), a leading live event and entertainment group, announces its half-yearly results for the six month period ended 30 June 2018.

 

Highlights for the period

 

Group revenues from continuing operations for six months to 30 June 2018 were £2.842m. This compares favourably to full year revenues to 31 December 2017 of £1.928m.

 

Operating profit from continuing activities in the period of £503k (FY 2017: operating loss of £391k, before exceptional items).

 

Following the Group’s high profile show in New York in February 2018, decision to launch the BRICKLIVE brand across the US and to discontinue the LEGO LIVE brand.

 

Post-period events

 

Launch by the Group’s joint venture partner in China of BRICKLIVE ANIMAL PARADISE in August 2018 in the National Stadium, Beijing, the first event of a 20 city tour in China over the next three years.

 

Joint venture signed, in September 2018, in the US with Three Six Zero, to create Parallel Three Six Zero Inc. (“PTSZ”), and exclusivity terms agreed by PTSZ with Live Nation Entertainment, Inc. for the promotion of BRICKLIVE events throughout North America. 

 

On 26 September 2018, the Company notified that it is in discussions with regard to a potential equity fundraising, to finance the potential acquisition of a complementary business to the Group and to accelerate organic growth.

 

 

David Ciclitira, Chairman, said: “The first six months of this year have been an amazing journey.  Having only created Live Company Group at the end of last year, we have achieved a great deal.  2018 was always going to be a year of investment, and I am pleased that we have recorded a profit, whilst managing to expand internationally.  I believe that this is a good base for our full-year results and we look forward to the growth in the second half of this year.  The recent announcements relating to both China and BRICKLIVE’s launch of the joint venture in America are an indication of the exciting times we have ahead, both for the rest of 2018 and into 2019.”

 

 

 

Contact Details

For more information please contact:

 

Live Company Group Plc

David Ciclitira

www.livecompanygroup.com

 

 

 

+44 (0) 20 7225 2000

Stockdale Securities Limited

Richard Johnson / Ed Thomas

 

 

+44 (0) 20 7601 6100

Shard Capital Partners LLP

Damon Heath

 

 

+44 (0) 020 7186 9950

W Communications, PR agency

James Porter

 

 

 

+44 (0) 7568 514 244

Note: In order to provide a more direct comparison, the comparative financial information for the six month period ended 30 June 2017 has been compiled on a pro-forma basis, applying the assumption that the acquisition of Brick Live Group and a 61.1 per cent. interest in Brick Live Far East Ltd was completed by the Company on or prior to 1 January 2017.

Information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014.

 

I am pleased to present the Group’s first full six-monthly results since the acquisition of the Brick Live business in December 2017.

 

At the beginning of this year, I had certain specific goals for the Group, including: the consolidation of the BRICKLIVE brand in Asia and the establishment of the BRICKLIVE brand in the United States.   

 

Financial Review

 

This has been a busy period of activity for the Group with increased turnover of £2.842m (H1 2017: £1.067m) and a profit from continuing activities of £503k. 

 

Inclusive of discontinued operations, the Group made a profit of £116k in the period, compared to a loss of £138k for the comparative period in 2017.

 

During the period LVCG carried out two equity fundraisings for a total of £1.95m, to support the Group’s expansion plans, in particular in Asia.

 

Since the period end, there has been a substantial improvement in cash flows from operating activities, with Group receivables reducing to £318k at the end of August 2018.

 

As at 26 September 2018 the Group’s cash position had improved to £154k.

 

Asia

We have grown our business in Japan from five shows in 2017 to six events so far this year, with a further two expected by the end of 2018.  In June 2018, we launched the ASEAN Tour in Jakarta and Bangkok with at least one further show to take place in the region by the end of the year.  The last six months has seen the continuing growth of the BRICKLIVE brand in South Korea with the launch of BRICKLIVE CAFÉ, BRICKLIVE LITE and BRICKLIVE BUSAN JUNGLE EXPERIENCE, and BRICKLIVE BIFF and BRICKLIVE CENTRES.   In China, two BRICKLIVE CENTRES have opened so far this year and has launched the new brand extensions BRICKLIVE KIDS and, in August 2018, BRICKLIVE ANIMAL PARADISE both in Beijing.  The BRICKLIVE ANIMAL PARADISE tour will visit a further 19 locations around China over the next three years. 

 

United States

In September 2018, our wholly-owned subsidiary Parallel Live Group Limited (“PL”) signed a joint venture with US-based company Three Six Zero, forming a new company, Parallel Three Six Zero Inc. (“PTSZ”). PTSZ has been granted exclusive rights by PL to promote BRICKLIVE events in North America with Brick Live International Limited as its content provider.

 

PTSZ has agreed terms for an exclusive agreement with Live Nation Entertainment, Inc. for the promotion of BRICKLIVE events throughout North America. These rights are initially for one show, and if successful, would allow for further shows to be staged. The location of the first show will be at The Star in Frisco, Texas, on 26 and 27 January 2019.

   

Acquisition of complementary business

On 26 September 2018, the Company notified that it was in discussions over a potential equity fundraising, to finance the potential acquisition of a complementary business to the Group and to accelerate organic growth. I believe that this potential transaction would be a “win win” for both businesses and would fast track the growth of the enlarged Group.

 

I would like to take this opportunity to make a special mention of the Group’s Board and Staff worldwide for their considerable efforts.  I would like to give specific thanks to Simon Bennett for his contribution over the last 18 months and look forward to welcoming new directors in the very near future.

 

Finally, I would like to thank all of our shareholders for their support and belief.

  

 

David Ciclitira

Chairman

 

Date: 28 September 2018

 

 

 

30 June 2018
Unaudited

30 June 2017
Unaudited

£’000

£’000

Revenue

2,842

1,067

Cost of sales

891

467

Gross profit

1,951

600

Foreign exchange

(6)

17

Amortisation

2

Other administrative expenses

1,435

756

Total Administrative expenses

1,431

773

520

(173)

17

503

(173)

35

503

(138)

Discontinued Operations

(387)

116

(138)

 

 

 

Six months to 30 June 2017

From continued and discontinued operations

0.22p

(4.586p)

0.22p

(4.586p)

From continued operations

0.957p

(4.586p)

0.957p

(4.586p)

 

 

 

 

Condensed statement of comprehensive income for half year to 30 June 2018

 

 

30 June 2017

30 June 2017

Unaudited

Unaudited

£’000

£’000

Profit/(loss) for the financial period

116

(138)

116

(138)

 

 

 

 

 

 

Condensed statement of financial position

 

30 June 2018

31 December 2017

unaudited

audited

£’000

£’000

Property, plant and equipment

1,050

798

Intangible assets

32

1

Goodwill

4,221

4,221

5,303

5,020

Trade and other receivables

2,549

1,125

Cash and cash equivalents

63

871

2,612

1,996

7,915

7,016

Deferred income and accruals

1,407

1,603

Trade and other payables

1,587

2,557

2,994

4,160

Deferred tax

11

12

11

12

3,005

4,172

4,910

2,844

Share Capital

4,621

4,566

Share Premium

15,590

13,695

Reverse Acquisition Reserve

(24,268)

(24,268)

Merger reserve

8,651

8,651

Capital redemption reserve

5,034

5,034

Foreign exchange reserve

557

557

Retained earnings

(5,275)

(5,391)

4,910

2,844

 

Condensed consolidated statement of cashflows for the six months ended 30 June 2018

 

 

30 June 2018

30 June 2017

unaudited

unaudited

£’000

£’000

Profit/(loss) before tax

116

(138)

Adjusted for:

Depreciation

131

34

247

(104)

Cash from operations before working capital changes

Decrease/(increase) in trade receivables

(1,424)

(460)

Increase/(decrease) in trade payables

(1,167)

182

(2,344)

(382)

Purchase of PPE

(414)

(250)

Investment in associates

(414)

(250)

Proceeds from Share Issue

1,950

1,950

Reconciliation impact of reverse acquisition accounting

(808)

(632)

Cash and cash equivalents at beginning of period

871

832

Effects of currency translation on cash and cash equivalents

63

200

 

 

 

 

Condensed consolidated statement of changes in equity for half year to 30 June 2018

 

 

Ordinary Share Capital

Share Premium

Reverse acquisition reserve

Forex and other reserves

Merger reserve

Capital Redemption reserve

Retained Earnings

Total

£’000

£’000

£’000

£’000

£’000

£’000

£’000

£’000

4,114

9,239

(18,944)

557

5,034

49

49

Loss for the period

(138)

(138)

4,114

9,239

(18,944)

557

5,034

(89)

(89)

4,566

13,695

(24,268)

557

8,651

5,034

(5,391)

2,844

Profit for the period

116

116

Shares issued for cash

56

1,894

1,950

4,622

15,589

(24,268)

557

8,651

5,034

(5,275)

4,910

 

 

 

 

 

NOTES TO THE FINANCIAL INFORMATION

 

1.    Basis of Preparation

 

The condensed financial statements have been prepared in accordance with International Accounting Standard IAS34. The condensed consolidated half-yearly financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2017, which have been prepared in accordance with International Financial Reporting Standards. These half-yearly results are unaudited and do not constitute statutory accounts.

 

2.    Significant Accounting Policies

 

The condensed financial statements have been prepared on the historical cost basis. The same accounting policies, presentation and method of computation are followed in these condensed financial statements as were applied in the preparation of the Group’s financial statements for the year ended 31 December 2017.

 

3.    Segment Information

 

The group operated under two segments, Licences and Proprietary events.

 

 

Licences

Proprietary Events (discontinued)

Unallocated

Consolidated

£’000

£’000

£’000

£’000

£’000

£’000

£’000

£’000

30 June 2018

30 June 2017

30 June 2018

30 June 2017

30 June 2018

30 June 2017

30 June 2018

30 June 2017

Revenue

2,842

1,067

431

3,273

1,067

Cost of sales

891

467

671

 –

1,561

467

Administration expenses

880

738

147

560

1,587

738

Finance costs

9

9

1,071

(138)

(387)

 –

(569)

116

(138)

 

 

Early in 2018, the group carried out an activity for which it directly promoted an event. Although it provided significant brand awareness, the business model going forwards will be that of a licensing model.

 

4.    Earnings per Share

 

The basic earnings per share are calculated by dividing the profit attributable to equity shareholders by the weighted average number of shares in issue during the year. In calculating the diluted earnings per share, any outstanding share options, warrants and convertible loans are considered where the impact of these is dilutive.

 

Six months to 30 June 2018

Six months to 30 June 2017

Profit/(loss) for the period (£’000) (continuing)

503

(285)

Profit from all operations

116

(285)

Weighted average number of shares in issue

52,517,064

3,009,223

From continued and discontinued operations

0.22p

(4.586p)

0.22p

(4.586p)

From continued operations

0.957p

(4.586p)

0.957p

(4.586p)

 

 

* Diluted earnings per share in both 2018 and 2017 are the same as basic earnings per share, as the options in issue during these years have had no dilutive effect on continuing operations.

 

5.    Dividends

 

No dividend was recommended or paid for the period under review

 

6.    Issued share capital

There were two share issues in the period:

 

Shares issued

Price per share £

Value £’000

Nominal per share £

Nominal £’000

Premium per share £

Premium £’000

Jan-18

4,571,425

0.35

1,600

0.01

46

0.34

1,554

Apr-18

1,000,000

0.35

350

0.01

10

0.34

340

5,571,425

1,950

56

1,894

 

 

Issued share capital as at 30 June 2018 is comprised as follows:

 

No. of shares

£’000

Ordinary shares of 1p

53,778,918

538

New deferred shares of 51.8p

2,047,523

1,061

Deferred ordinary shares of 0.5p each

199,831,545

999

Deferred B shares of £19.60

103,260

2,024

4,622

 

* The deferred ordinary shares and new deferred shares do not entitle their holders to receive dividend or other distribution nor do they entitle their holders to receive notice, attend speak or vote at any General Meeting of the Group.  The rights of deferred shareholders are set out in full in the financial statements for the year ended 31 December 2017.

 

7.    Property, plant and equipment

 

During the period, the group spent £414k on additions to Brick Statutes for its long term use. The directors are satisfied that the carrying amount is not materially different from its fair value.

 

8.    Related Parties

 

At 30 June 2018 the following were owed to directors of the Group:

 

30 June 2018

31 December 2017

£’000

£’000

David Ciclitira

44

355

Serenella Ciclitira

62

78

Ranjit Murugason

20

10

Simon Bennett

12

12

138

455

 

 

6 months

6 months

30 June 2018

30 June 2017

£’000

£’000

David Ciclitira

188

210

Serenella Ciclitira

8

12

Ranjit Murugason

21

Simon Bennett

20

Andrew Smith

60

 

9.    Events after the end of the Reporting Period

 

On 26 September, the Company notified that it is in discussions over a potential equity fundraising, to finance the potential acquisition of a complementary business to the Group and to accelerate organic growth.

 

Of the £1.87m of trade debtors at 30th June 2018, £1.58m has been received since the period end.

 

10.  New subsidiary companies

 

The company formed two new UK subsidiaries in the period:

 

·     Brick Live Touring Limited – incorporated on 13 March 2018 to promote the touring activities of the business.

·     Brick Live Education Limited – incorporated on 10 January 2018 and currently dormant.

 

11.  Other

 

Copies of the unaudited half-yearly results have not been sent to shareholders, however copies are available at www.livecompanygroup.com or on request from the Group’s Registered Office.

 

12.  Approval of Half-Yearly Financial Statements

 

The half-yearly financial statements were approved by the Board of directors on 28 September 2018.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

Georgian Mining Corporation – Interim Results

Georgian Mining Corporation is pleased to provide its interim results for the six-month period ended 30 June 2018.

 

UPDATE ON PERMIT APPLICATION

Mike Struthers, Chief Executive Officer said: 

“Regarding the Company’s permit application. As noted in our news release of 25th September 2018, I had a positive meeting with the Minister of Economy and Sustainable Development Mr. Kobulia on Friday 21st September 2018 regarding the Company’s application to extend our exploration permits.  Following the meeting the Minister provided the below comment which reinforced our belief that this issue will get resolved very soon.”

Mr. George Kobulia , Georgian Minister of Economy and Sustainable Development said:

“I appreciate the effort that Georgian Mining are putting into their projects in Georgia. The Government has ambitious plans to expand our mineral resource extraction activities in the country, and we welcome companies who are very focussed on results and delivery.  I hope we can respond positively on the company’s application in the very near future.”

   

CHAIRMAN’S REPORT

 

While the period under review has been frustrating for our shareholders, the directors and all stakeholders of Georgian Mining, as we continue to wait for final Ministerial approval of our permitting application, the new Government appointments have now been made and we are confident the Government Resolution on our permits will be approved, and we will be able to press ahead with our 2018 drilling programme. 

 

After a productive drilling campaign at our most advanced project Kvemo Bolnisi East (“KBE”) in 2017, we completed our vesting of $6.0M into the Joint Venture in September 2017, with the result that all future expenditure is on a 50:50 basis between the partners.  However, at that point our Joint Venture Partner requested certain revisions to the original Shareholders Agreement which were successfully concluded in March 2018 with the announcement of three key achievements; (i) a modified Shareholders Agreement; (ii) an agreed 2018 work programme; and (iii) a Memorandum of Understanding on Production (of gold oxides) from KBE. As a result of these changes each shareholder now has equal board representation and therefore, as of 1 March 2018, the JV Company is no longer consolidated for group accounting purposes.

 

The Joint Venture company holds a 30-year mining concession, whose tenure is valid until 13th October 2041.  During this mining tenure there is a requirement to obtain “right-to-explore” permits through government approval of multi-year exploration work programmes and budgets. Following the revisions to the Shareholders Agreement, we re-engaged with our partner and the Georgian Mining Agency to conclude negotiations to extend the exploration permits for the various areas and the final application was agreed to in June.

 

The final stage, submission and approval of a Government Resolution, should now be finalised upon new Ministerial appointments following a Government re-organisation triggered by the resignation of the Prime Minister on 13th June 2018. Although the previous Minister of Economy endorsed our application just before the former minister resigned, it is necessary for the new Minister to also endorse the application before the Government Resolution can be circulated and approved. New Cabinet appointments have been made and we remain confident that the Government Resolution will be approved.  

 

While we wait for the approval I have been delighted with the technical work being carried out at KBE in preparation for resource infill and development drilling, infrastructure sterilisation drilling, and commencement of the feasibility study.  The recent work has included pit optimisations at KBE and developing new concepts for layouts of surface facilities and haulage routes to the processing facilities at the neighbouring operations. These have all been done internally and are particularly interesting as we are now starting to see what the future KBE operation will actually look like.

 

During this period, and whilst the process to extend the exploration licence has been ongoing, we have reduced expenditure wherever possible to preserve cash.

 

Management

 

The Company continues to strengthen its Board and Management team and on 28th March 2018, Mike Struthers, previously COO, has been appointed CEO. At the same time, I also accepted the role of Non-Executive Chairman. 

 

The appointment of Simon Cleghorn as Technical Services Manager in Georgia commencing in June 2018 further strengthened the team’s delivery ability and these, as well as the other Board changes during the period, have created a very capable team.   

 

In June 2018 the Company appointed Hannam & Partners as its financial advisors to focus on strategic opportunities and M&A, with a view to expanding the portfolio in Georgia and within the Tethyan Belt. The Board and Management continue to develop the business, placing great emphasis on enhancing the Company’s presence in Georgia in 2018.

 

I would like to thank our Shareholders for their continued support as well as the Board and Advisors for all their hard work. Over the next 6 months we are confident we will benefit from the significant opportunities that now lie before us.

 

Neil O’Brien

Non-Executive Chairman

 

 

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

**ENDS**

 

For further information please visit www.georgianmining.com  or contact:

 

Mike Struthers

Georgian Mining Corporation

Company

Tel: 020 7907 9327

Ewan Leggat

S. P. Angel Corporate Finance LLP

Nomad & Broker

Tel: 020 3470 0470

Soltan Tagiev

S. P. Angel Corporate Finance LLP

Nomad & Broker

Tel: 020 3470 0470

Damon Heath

Shard Capital Partners LLP

Joint Broker

Tel: 020 7186 9950

Camilla Horsfall

Blytheweigh                                             

PR                                  

Tel: 020 7138 3224

Simon Woods                        

Blytheweigh                                              

PR                                  

Tel: 020 7138 3204

                                                 

About Georgian Mining Corporation

Georgian Mining Corporation has 50% ownership and operational control of the Bolnisi Copper and Gold Project in Georgia, situated on the prolific Tethyan Belt, a well-known geological region and host to many high-grade copper-gold deposits and producing mines.  The Bolnisi licence covers an area of over 860 sq km and has a 30-year mining licence with a variety of targets and projects ranging from greenfield exploration / target definition phase through intermediate target-testing phases to more advanced projects including Kvemo Bolnisi East which will advance to Feasibility Study in 2018.  These projects are proximal to several advanced projects and existing mining operations owned by the Company’s joint venture partner, and their sister production company.  Georgia has an established mining code and is a jurisdiction open to direct foreign investment.



 

 

 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

Notes

6 months to 30 June 2018 Unaudited

£

6 months to 30 June 2017 Unaudited

£

Continuing operations

Revenue

63,413

Administration expenses

(837,374)

(699,639)

Foreign exchange

456,816

(223,868)

Share option expense

(160,268)

Operating Loss

(317,145)

(1,083,775)

Share of loss from joint venture

6

(181,111)

Loss on disposal of subsidiary

12

(156,916)

Finance income

12

64

Loss Before Income Tax

(655,160)

(1,083,711)

Income tax expense

Loss for the period

(655,160)

(1,083,711)

Loss attributable to:

–      owners of the Parent

(643,648)

(1,034,574)

–      non-controlling interests

(11,512)

(49,137)

Loss for the period

(655,160)

(1,083,711)

Other comprehensive income

Items that may be subsequently reclassified to profit or loss

Currency translation differences

261,959

519,593

Total comprehensive income

(393,201)

(564,118)

Attributable to:

–      owners of the Parent

(599,059)

(332,946)

–      non-controlling interests

205,858

(231,172)

Total comprehensive income

(393,201)

(564,118)

Earnings per share (pence) from continuing operations attributable to owners of the Parent – Basic & diluted

8

(0.561)

(1.179)

 



 

CONDENSED CONSOLIDATED BALANCE SHEET

 

                                                                                                                                                                                                                           

Notes

30 June 2018

Unaudited

£

31 December 2017 Audited

£

Non-Current Assets

Property, plant and equipment

39,254

162,535

Intangible assets

5

2,981,714

10,472,718

Investments in Joint Ventures

6

4,158,136

7,179,104

10,635,253

Current Assets

Trade and other receivables

493,865

381,555

Cash and cash equivalents

1,397,844

2,569,997

1,891,709

2,951,552

Total Assets

9,070,813

13,586,805

Current Liabilities

Trade and other payables

271,467

413,080

Total Liabilities

271,467

413,080

Net Assets

8,799,346

13,173,725

Equity Attributable to owners of the Parent

Share premium account

7

38,904,337

38,880,612

Reverse acquisition reserve

(18,845,147)

(18,845,147)

Other Reserves

428,520

384,099

Retained losses

(11,688,364)

(11,033,204)

Total equity attributable to owners of the Parent

8,799,346

9,386,360

Non-controlling interest

3,787,365

Total Equity

8,799,346

13,173,725

 



 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

 

 

 

Share premium

£

Reverse acquisition reserve

£

Other Reserves

£

Retained losses

£

Total

£

Non-controlling interest

£

Total equity

£

As at 1 January 2017

33,653,273

(18,845,147)

838,470

(8,772,601)

6,873,995

3,640,258

10,514,253

Comprehensive income

Loss for the period

(1,034,574)

(1,034,574)

(49,137)

(1,083,711)

Other comprehensive income

Currency translation differences

701,628

701,628

(182,035)

519,593

Total comprehensive income

701,628

(1,034,574)

(332,946)

(231,172)

(564,118)

5,463,942

5,463,942

5,463,942

Issue costs

(236,603)

(236,603)

(236,603)

Share option charge

160,268

160,268

160,268

Total transactions with owners

5,227,339

160,268

5,387,607

5,387,607

As at 30 June 2017

38,880,612

(18,845,147)

1,700,366

(9,807,175)

11,928,656

3,409,086

15,337,742

 

Share premium

£

Reverse acquisition reserve

£

Other Reserves

£

Retained losses

£

Total

£

Non-controlling interest

£

Total equity

£

As at 1 January 2018

38,880,612

(18,845,147)

384,099

(11,033,204)

9,386,360

3,787,365

13,173,725

Comprehensive income

Loss for the period

(643,648)

(643,648)

(11,512)

(655,160)

Other comprehensive income

Currency translation differences

44,589

44,589

217,370

261,959

Total comprehensive income

44,589

(643,648)

(599,059)

205,858

(393,201)

23,725

23,725

23,725

Issue costs

Share option charge

(168)

(168)

(168)

Deconsolidation of Georgian Copper and Gold

(11,512)

(11,512)

(3,993,223)

(4,004,735)

Total transactions with owners

23,725

(168)

(11,512)

12,045

(3,993,223)

(3,981,178)

As at 30 June 2018

38,904,337

(18,845,147)

428,520

(11,688,364)

8,799,346

8,799,346



 

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

 

 

30 June 2018 Unaudited

£

30 June 2017 Unaudited

£

Cash flows from operating activities

Loss before taxation

(655,160)

(1,083,711)

Adjustments for:

Depreciation

20,376

17,406

Finance income

(12)

(64)

Share based expense

(168)

160,268

Share based payments

24,887

Share of loss on joint venture

181,111

Loss on deconsolidation of Georgian Copper & Gold

156,914

Foreign exchange

(663,648)

261,612

Increase in trade and other receivables

(261,913)

(393,187)

Decrease in trade and other payables

164,513

(72,256)

Net cash used in operations

(1,057,987)

(1,085,045)

Cash flows from investing activities

Interest received

12

64

Loans granted to joint venture partners

(37,974)

Purchase of property, plant & equipment

(38,377)

Additions to exploration and evaluation intangibles

(87,008)

(1,525,242)

Net cash used in investing activities

(124,970)

(1,563,555)

Cash flows from financing activities

Proceeds from issue of shares

23,725

5,439,055

Cost of issue

(236,603)

Net cash from financing activities

23,725

5,202,452

Net (decrease) / increase in cash and cash equivalents

(1,159,232)

2,553,852

Cash and cash equivalents at beginning of period

2,569,997

1,659,314

Decrease in cash on deconsolidation

(13,180)

Exchange differences on cash

259

44,175

Cash and cash equivalents at end of period

1,397,844

4,257,341

 

Major non-cash transactions

 

On 23 May 2017 the Company issued 155,545 new ordinary shares of no par value at a price of 16 pence per share as payment to consultants in lieu of cash fees.



 

 

NOTES TO THE INTERIM FINANCIAL STATEMENTS

 

1.    General Information

The principal activity of Georgian Mining Corporation (‘the Company’) and its subsidiaries (together ‘the Group’) is the exploration and development of precious and base metals. The Company’s shares are listed on the AIM Market of the London Stock Exchange. The Company is incorporated in the British Virgin Islands and domiciled in the United Kingdom. The Company was incorporated on 10 February 2010 under the name Gold Mining Company Limited. On 10 October 2016 the Company changed its name from Noricum Gold Limited to Georgian Mining Corporation.

 

The address of the Company’s registered office is Trident Chambers, PO Box 146, Road Town, Tortola BVI.

 

2.    Basis of Preparation

The condensed consolidated interim financial statements have been prepared in accordance with the requirements of the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 “Interim Financial Statements” in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2017, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

 

The interim financial information set out above does not constitute statutory accounts.  They have been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union. Statutory financial statements for the year ended 31 December 2017 were approved by the Board of Directors on 28 June 2018. The report of the auditors on those financial statements was unqualified.

 

Going concern

 

The Directors, having made appropriate enquiries, consider that adequate resources exist for the Group to continue in operational existence for the foreseeable future and that, therefore, it is appropriate to adopt the going concern basis in preparing the condensed interim financial statements for the period ended 30 June 2018. The factors that were extant at the 31 December 2017 are still relevant to this report and as such reference should be made to the going concern note and disclosures in the 2017 Annual Report.

 

Risks and uncertainties

 

The Board continuously assesses and monitors the key risks of the business. The key risks that could affect the Group’s medium-term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group’s 2017 Annual Report and Financial Statements, a copy of which is available on the Group’s website: www.georgianmining.com. The key financial risks are liquidity risk, foreign exchange risk, credit risk, price risk and interest rate risk.

 

Critical accounting estimates

 

The preparation of condensed interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and disclosure of contingent assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in note 4 of the Group’s 2017 Annual Report and Financial Statements. Actual amounts may differ from these estimates. The nature and amounts of such estimates have not changed significantly during the interim period.



 

3.    Accounting Policies

The same accounting policies, presentation and methods of computation have been followed in these condensed interim financial statements as were applied in the preparation of the Group’s annual financial statements for the year ended 31 December 2017 except for the impact of the adoption of the Standards and interpretations described below and new accounting policies adopted as a result of changes in the Group.

 

3.1   Changes in accounting policy and disclosures

 

Disposals of subsidiaries

 

When the Group ceases to have control any retained interest in the entity is remeasured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting.

 

for the retained interest as an associate, joint venture or financial asset. In addition, any previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

 

Joint arrangements

 

The Group has applied IFRS 11 to all joint arrangements. Under IFRS 11 investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. Georgian Mining Corporation has assessed the nature of its joint arrangements and determined them to be joint ventures. Joint ventures are accounted for using the equity method.

 

Under the equity method of accounting, interests in joint ventures are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses and movements in other comprehensive income, When the Group’s share of losses in joint venture equals or exceeds its interests in the joint ventures (which includes any long-term interests that, in substance, form part of the Group’s net investment in the joint ventures), the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint ventures.

 

 Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in the joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.  Accounting policies of the joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group.

 

(a) Accounting developments during 2018

 

The International Accounting Standards Board (IASB) issued various amendments and revisions to International Financial Reporting Standards and IFRIC interpretations. The amendments and revisions were applicable for the period ended 30 June 2018 but did not results in any material changes to the financial statements of the Group or Company.

 

          The following standards were adopted by the Group during the year;

 

·     IFRS 15 – revenue from Contacts with Customers (effective 1 January 2018)

·     IFRS 9 – Financial Instruments (effective 1 January 2018)

·     IFRS 2 (Amendments) – Share-based payments – classification and measurement (effective 1 January 2018)

·     Annual Improvements 2014-2016 Cycle

·     IFRIC Interpretation 22 – Foreign currency transactions and advanced consideration (effective 1 January 2018)

 

The Directors believe that the adoption of these standards have not had a material impact on the financial statements other than changes to disclosures.

 



 

(b) New standards, amendments and Interpretations in issue but not yet effective or not yet endorsed and not early adopted

 

Standard  

Impact on initial application

Effective date

IFRS 16

Leases

*1 January 2019

IFRS 9 (Amendments)

Prepayment features with negative

compensation

*1 January 2019

IAS 28 (Amendments)

Long term interests in associates and joint ventures

*1 January 2019

Annual Improvements

2015 – 2017 Cycle

*1 January 2019

IAS 19 (Amendments)

Employee Benefits

*1 January 2019

IFRIC 23

Uncertainty over income tax treatments

*1 January 2019

** Subject to EU endorsement

 

The Directors are actively considering the effects upon the financial statements and at the time of approval do not consider that the financial statements will be subject to material changes.

 

4.    Dividends

No dividend has been declared or paid by the Company during the six months ended 30 June 2018 (2017: nil).

 

5.    Intangible fixed assets

The movement in capitalised exploration and evaluation costs during the period was as follows:

 

Exploration & Evaluation at Cost and Net Book Value

£

Balance as at 1 January 2018

10,472,718

Additions

87,008

Exchange rate variances

279,301

Deconsolidation of Georgian Copper and Gold

(7,857,313)

As at 30 June 2018

2,981,714

 

6.    Joint Venture

Investment in Joint Venture

£

Fair value as at 1 March 2018

3,994,585

Share of loss from joint venture

(181,111)

Loan to Georgian Copper and Gold

135,275

Exchange rate variances

209,387

As at 30 June 2018

4,158,136

 

On 1 March 2018, Georgian Mining Corporation (‘GMC’) recognized their joint venture in Georgian Copper and Gold (‘GCG’).  GMC have a 50% shareholding in GCG and the fair value of the investment at this date was £3,994,585. GMC have adopted equity accounting from 1 March 2018 to 30 June 2018 to account for their share of the loss in GCG for this period which equated to £181,111.

7.    Share capital and share premium

Number of shares

Ordinary shares

Share premium

Total

£

£

£

Issued and fully paid

As at 1 January 2017

80,424,854

33,653,273

33,653,273

Issue of new shares – 23 May 2017 (1)

34,149,638

5,227,339

5,227,339

As at 31 December 2017

114,574,492

38,880,612

38,880,612

As at 1 January 2018

114,574,492

38,880,612

38,880,612

Warrant exercised – 26 January 2018

182,500

23,725

23,725

As at 30 June 2018

114,756,992

38,904,337

38,904,337

 

(1)   Includes issue costs of £236,602

 

8.    Loss per share

The calculation of the total basic loss per share of 0.561 pence (2017: 1.179 pence) is based on the loss attributable to equity owners of the parent company of £643,648 (2017: £1,034,574) and on the weighted average number of ordinary shares of 114,731,785 (2017: 87,783,063) in issue during the period.

 

No diluted earnings per share is presented as the effect on the exercise of share options would be to decrease the loss per share.

 

Details of share options that could potentially dilute earnings per share in future periods are disclosed in the notes to the Group’s Annual Report and Financial Statements for the year ended 31 December 2017.

 

9.    Fair value estimation

There are no financial instruments carried at fair value.

 

10.  Fair value of financial assets and liabilities measured at amortised costs

·     Trade and other receivables

·     Cash and cash equivalents

·     Trade and other payables

 

11.  Commitments

All commitments remain as stated in the Group’s Annual Financial Statements for the year ended 31 December 2017.

 

12.  Deconsolidation of Georgian Copper and Gold

On 1 March 2018, as a result of changes to the Joint Venture Agreement, Georgian Copper and Gold was, in accordance with accounting standards, no longer considered to be controlled by Georgian Mining Corporation. The following table summarises the amounts of the assets and liabilities released at the deconsolidation date.

 

Recognised amounts of identifiable assets and liabilities released

Total

£

Cash and cash equivalents

(13,180)

Exploration assets (included within Intangible Assets)

(7,857,313)

Property, plant and equipment

(105,482)

Investment in Georgian Copper and Gold

3,994,585

Other identifiable assets and liabilities

253,821

Foreign currency translation

(312,313)

Total identifiable net assets

(4,039,882)

Non-controlling interest

3,882,966

Loss on deconsolidation

(156,916)

 

Georgian Copper and Gold (‘GCG’) is not a discontinued operation as it is not a component of Georgian Mining Corporation (‘GMC’) that has been disposed of or is classified as available for sale. GMC holds a 50% interest in the entity however both shareholders now have equal representation on the board of GCG therefore, GMC does not have control and therefore the operations have not been consolidated in the Group financial statements.

 

13.  Events after the balance sheet date

There have been no events after the reporting date of material nature.

 

 

14.  Approval of interim financial statements

The condensed interim financial statements were approved by the Board of Directors on 27th September 2018.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

Harvest Minerals Limited – Final Results

Harvest Minerals Limited, the AIM quoted natural fertiliser producer, is pleased to announce its final audited results for the year ended 30 June 2018.  The Company’s annual report and accounts will be posted to shareholders today and uploaded to the Company’s website.

 

Highlights

·      Commenced commercial production and revenue generation at the Arapua multi-nutrient, direct application, natural fertiliser project

·      Secured multiple sales orders for KPfértil, including two for large quantities

·      Fabricated and installed a modular processing plant at Arapua and, post-period end, enlarged the plant to facilitate the production and delivery of 320Kt of KPfértil in order to satisfy anticipated demand for product

·      Strengthened in-country sales and marketing team through key appointments and formal training exercises

·      Strong balance sheet showing cash and cash equivalents at the end of the financial year totalling $15,492,355 (2017: $1,386,284) following an oversubscribed placing in June 2018

·      Focus now on developing sales pipeline and achieving profitability

 

Chairman’s Statement

 

It has been a very productive year for Harvest, during which we hit several key milestones as we advanced the Arapua multi-nutrient, direct application, natural fertiliser project (‘Arapua’ or ‘the Project’) towards commercial production.  The Project, located in the heart of the Brazilian agricultural belt close to a fast-growing local agricultural market, is focused on the production of a competitively priced, fully registered, natural remineraliser product, proven to improve crop and soil quality.   Arapua has a current resource of 13Mt, which is expected to support approximately 29 years of production, notwithstanding the significant upside potential; it is a low cost, high margin operation, and is well funded following an oversubscribed £9.7 million placing completed in June 2018.  Our focus in 2018 has been on sales and, to this end, we have strengthened our sales team and increased our marketing activities; as a result, we have secured initial orders including two contracts for large quantities of KPfértil.

 

Operations

Our latest operational focus has been on enlarging the plant at Arapua to facilitate the production and delivery of 320Kt of KPfértil per annum.  The enlarged plant became fully operational in Q3 2018. This expansion was integral in supporting our existing and anticipated sales pipeline as we step up our marketing activities.   Production has reached a run-rate equivalent to full production and we are busy producing KPfértil to supply into our existing sales orders.

 

In July 2018, our product, KPfértil, was formally registered as a remineraliser by the Brazilian Ministry of Agriculture, Livestock and Supply (‘MAPA’).  As a result, we anticipate increased interest and further market penetration in the months to come.  

 

We also received approval to trademark KPfértil by the Instituto Nacional da Propriedade Industrial in Brazil.  The trademark has been officially registered and is a key part of the Company’s corporate identity in Brazil.   Additionally, we submitted an Environmental Report and Feasibility Study to the Brazilian Department of Mines (‘DNPM’) as part of the final application for a Full Mining Licence (‘FML’).  The FML is not a necessity for us at this stage as we can continue to operate under the Trial Mining Licence for another three years, but it will be gratifying to finalise this. 

 

During the year, we ran multiple crop agronomy trials focused on registering our product and our initial target market of coffee.  Conducted by four MAPA-approved organisations, the results exceeded our expectations and unequivocally confirmed the potential of KPfértil.   Post period end, we completed further agronomic tests on Brachiara or Signal grass.  These were also very successful, confirming the long-term effectiveness of KPfértil as a remineraliser for grass pasture, and opening a huge market for us given that Brazil has over 40 million hectares of Signal grass planted.

 

Sales

Farmers are increasingly recognising the tangible economic benefits in introducing KPfértil to their fertiliser rotation.  This is a good starting point for our strengthened sales and marketing team which is actively creating multiple sales channels including direct sales and developing a network of distribution partners.   As part of this drive, we have been arranging demonstrations and site visits, as well as intensive training sessions for distribution partners and ramping up the marketing and advertising activities.  These are ongoing, and initial feedback has been very positive. 

 

In early March 2018, we signed an agreement with Agrocerrado Produtos Agrícolas e Assistência Técnica LTDA, a fertiliser distributor in Brazil, for an initial order for 36Kt of KPfértil.  Later in June 2018, we signed a second major order for an initial 50Kt of KPfértil from a producer of organic fertiliser in Brazil.

 

Post period end, in July 2018, we formed a strategic alliance with Geociclo Biotecnologia S/A (“Geociclo”), one of the largest developers, producers and distributors of organic fertilisers in Brazil to market and sell KPfértil.  This gives us access to new agricultural regions in Brazil with added benefits including unrestricted access to its MAPA accredited research and trial production facility, which is expected to expediate the development of any future products.

 

Financials

Given the Company’s stage of development, we are reporting a pre-tax loss of A$2,857,095 (2017: A$2,630,756).  We have a strong balance sheet showing cash and cash equivalents at the end of the financial year totalling A$15,492,355 (2017: A$1,386,284) following an oversubscribed placing in June 2018.  At this time, we welcomed several new institutional investors to our shareholder list, who recognised Harvest’s straightforward and compelling proposition. 

 

Outlook

We firmly believe that KPfértil has the potential to replace significant amounts of conventional and more expensive fertilisers and become a staple product in the Minas Gerais agriculture belt in Brazil.   Given that the fertiliser market is buoyant and the agricultural sector in Brazil is one of the most rapidly expanding markets in the world, Harvest is clearly well positioned for future growth.  

 

Looking ahead, we have a distinct development strategy focused on building sales and generating profits at Arapua.  We may also look at other value-adding opportunities to utilise our strong team and contacts in the sector.

 

Finally, I would like to thank both the team and our shareholders for their ongoing support. 

 

Brian McMaster

Executive Chairman

28 September 2018

 

Consolidated Statement of Comprehensive Income

for the year ended 30 June 2018

 

           

              Consolidated

Notes

 

2018

$

 

2017

$

Revenue from fertiliser sales

41,827

Less: Transfer to capitalised exploration and evaluation expenditure

(41,827)

Interest income

189

12,686

Other income – reimbursements

53,506

1,156

Total Revenue

53,695

13,842

 
Accounting and audit expenses

(72,819)

(159,327)

Advertising expense

(153,362)

(68,605)

Consulting and Directors’ expenses

4

(1,233,525)

(1,422,429)

Legal expenses

(23,936)

(57,789)

Listing and share registry expenses

(83,150)

(36,411)

Rent and outgoings expense

(211,518)

(433,110)

Share based payment expense

23

(928,979)

(144,583)

Travel and accommodation expenses

(54,465)

(131,718)

Impairment of exploration expenditure

11

(2,494)

Foreign exchange (loss) / gain

116,843

(29,835)

Depreciation

(7,221)

(3,780)

Interest expense

(4,926)

Other expenses

5

(253,732)

(154,517)

Total expenses

(2,910,790)

(2,644,598)

Loss from continuing operations before income tax

(2,857,095)

(2,630,756)

Income tax benefit

6

Loss from continuing operations after income tax

(2,857,095)

(2,630,756)

Net loss for the year

(2,857,095)

(2,630,756)

Other comprehensive income / (loss)

Item that may be reclassified subsequently to profit or loss

Exchange differences on translation of foreign operations

(369,523)

(119,402)

Other comprehensive (loss) for the year

(3,226,618)

(2,750,158)

Total comprehensive (loss) for the year

(3,226,618)

(2,750,158)

Loss per share attributable to owners of Harvest Minerals Limited   

Basic and diluted loss per share (cents per share)

20

(2.22)

(2.49)

 

    

Consolidated Statement of Financial Position 

as at 30 June 2018

 

 

           

              Consolidated

Notes

 

 2018

$

 

2017

$

CURRENT ASSETS

Cash and cash equivalents

7

15,492,355

1,386,284

Trade and other receivables

8

231,008

39,924

TOTAL CURRENT ASSETS

15,723,363

1,426,208

NON-CURRENT ASSETS

Plant and equipment

10

491,941

12,149

Deferred exploration and evaluation expenditure

11

6,854,518

5,865,430

TOTAL NON-CURRENT ASSETS

7,346,459

5,877,579

TOTAL ASSETS

23,069,822

7,303,787

CURRENT LIABILITIES

Trade and other payables

12

426,153

194,094

TOTAL CURRENT LIABILITIES

426,153

194,094

TOTAL LIABILITIES

426,153

194,094

NET ASSETS

22,643,669

7,109,693

EQUITY

Issued capital

13

42,576,068

23,892,802

Reserves

14

2,987,555

3,279,750

Accumulated losses

15

(22,919,954)

(20,062,859)

TOTAL EQUITY

22,643,669

7,109,693

 

      Consolidated Statement of Changes in Equity for the year ended 30 June 2018

 

 

Issued capital

$

Accumulated losses

$

Option reserve

$

Foreign currency translation reserve

$

     Total

$

Balance as at 1 July 2017

23,892,802

(20,062,859)

3,463,720

(183,970)

7,109,693

Total comprehensive loss for the year

Loss for the year

(2,857,095)

           (2,857,095)

Other comprehensive loss

(369,523)

               (369,523)

Total comprehensive loss for the year

(2,857,095)

(369,523)

           (3,226,618)

 

Transactions with owners in their capacity as owners

Shares issued as part of Placement

 19,284,091

 –  

           19,284,091

Shares issued to Directors and Employees

 928,979  

 –  

 –

                928,979

Warrants Issued

 –  

 –  

 77,328

                   77,328

Share issue costs

 (1,529,804)

 –  

           (1,529,804)

At 30 June 2018

           42,576,068

 

         (22,919,954)

3,541,048

(553,493)

           22,643,669

Balance at 1 July 2016

21,345,616

(17,432,103)

2,858,682

(64,568)

6,707,627

Total comprehensive loss for the year

Loss for the year

(2,630,756)

(2,630,756)

Other comprehensive loss

(119,402)

(119,402)

Total comprehensive loss

(2,630,756)

(119,402)

(2,750,158)

Transactions with owners in their capacity as owners

Shares issued as consideration for acquisition

600,000

600,000

Shares issued on exercise of options

2,418,774

2,418,774

Share issue costs

(471,588)

(471,588)

Share based payments

605,038

605,038

At 30 June 2017

23,892,802

(20,062,859)

3,463,720

(183,970)

7,109,693

 

 

 

 

Consolidated Statement of Cash Flows for the year ended 30 June 2018

            
                  Consolidated

Notes

2018

$

2017

$

Cash flows from operating Activities

Payments to suppliers and employees

(2,195,700)

(2,335,579)

Interest (paid) / received

(551)

11,357

Other income

53,506

1,156

Net CASH USED IN operating ACTIVITIES

7

(2,142,745)

(2,323,066)

Cash flows from investing activities

Purchase of plant and equipment

(512,686)

(52,370)

Proceeds from sale of plant and equipment

51,630

Proceeds from trial mining

43,440

Payments for exploration and evaluation expenditure

(1,230,396)

(1,398,880)

Net CASH USED IN investing ACTIVITIES

(1,699,642)

(1,399,620)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from share issue

19,284,091

Proceeds from exercise of options

2,418,774

Share issue costs

(1,452,476)

(17,159)

Net CASH PROVIDED BY financing ACTIVITIES

17,831,615

2,401,615

Net (decrease) / increase in cash held

13,989,228

(1,321,071)

Cash and cash equivalents at beginning of year

1,386,284

2,737,190

Effect of exchange rate fluctuations on cash held

116,843

(29,835)

Cash AND CASH EQUIVALENTS at end of the financial year

7

15,492,355

1,386,284

 

 

Notes to the financial statements at and for the year ended 30 June 2018

 

1.       Corporate Information

The financial report of Harvest Minerals Limited (“Harvest Minerals” or “the Company”) and its controlled entities (“the Group”) for the year ended 30 June 2018 was authorised for issue in accordance with a resolution of the Directors on 28 September 2018.

               

Harvest Minerals Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the AIM Market of the London Stock Exchange.

 

The nature of the operations and the principal activities of the Group are described in the Directors’ Report.

 

2.             Summary of Significant Accounting Policies

(a)   Basis of Preparation

The financial report is a general purpose financial report, which has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The Group is a for profit entity for financial reporting purposes under Australian Accounting Standards.

 

The financial report has been prepared on an accrual basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. Material accounting policies adopted in preparation of this financial report are presented below and have been consistently applied unless otherwise stated.

 

The presentation currency is Australian dollars.

 

Going Concern

These financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business.

 

(b)   Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 26.

 

(c)   Compliance statement

The financial report complies with Australian Accounting Standards which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures compliance with International Financial Reporting Standards (IFRS).

 

(d)   New accounting standards and interpretations issued but not yet effective

The following applicable accounting standards and interpretations have been issued or amended but are not yet effective.  These standards have not been adopted by the Group for the year ended 30 June 2018 and no change to the Group’s accounting policy is required.

 

Reference

Title

Summary

Impact on Group’s financial report

Application date for Group

AASB 9       

Financial Instruments

AASB 9 includes requirements for the classification and measurement of financial assets.  It was further amended by AASB 2010-7 to reflect amendments to the accounting for financial liabilities.

These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of AASB 139. The main changes are described below.

(a)     Financial assets that are debt instruments will be classified based on (1) the objective of the entity’s business model for managing the financial assets; (2) the characteristics of the contractual cash flows. 

(b)     Allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument.

(c)     Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases.

(d)     Where the fair value option is used for financial liabilities the change in fair value is to be accounted for as follows:

►   The change attributable to changes in credit risk is presented in other comprehensive income (OCI)

►   The remaining change is presented in profit or loss

If this approach creates or enlarges an accounting mismatch in the profit or loss, the effect of the changes in credit risk are also presented in profit or loss.

Consequential amendments were also made to other standards as a result of AASB 9, introduced by AASB 2009-11 and superseded by AASB 2010-7 and 2010-10.

The Group does not consider that the new standard will have a material impact on the Group’s financial statements.

1 July 2018

AASB 15

Revenue from Contracts with Customers

An entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This means that revenue will be recognised when control of goods or services is transferred, rather than on transfer of risks and rewards as is currently the case under IAS 18 Revenue.

The Group does not consider that the new standard will have a material impact on the Group’s financial statements.

1 July 2018

AASB 16

Leases

IFRS 16 eliminates the operating and finance lease classifications for lessees currently accounted for under AASB 117 Leases. It instead requires an entity to bring most leases onto its statement of financial position in a similar way to how existing finance leases are treated under AASB 117. An entity will be required to recognise a lease liability and a right of use asset in its statement of financial position for most leases.

 

There are some optional exemptions for leases with a period of 12 months or less and for low value leases.

The Group does not consider that the new standard will have a material impact on the Group’s financial statements.

1 July 2019

 

The Group has not elected to early adopt any new Standards or Interpretations.

 

 

 

 

 

(e)   Changes in accounting policies and disclosures

In the year ended 30 June 2018, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period.

 

It has been determined by the Directors that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change is necessary to Group accounting policies.

 

(f)    Basis of Consolidation

The consolidated financial statements comprise the financial statements of Harvest Minerals Limited and its subsidiaries as at 30 June each year (‘the Company’).

 

Subsidiaries are all those entities (including special purpose entities) over which the Company has control. The Company controls an entity when the company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.

 

The financial statements of the subsidiaries are prepared for the same reporting period as the parent Company, using consistent accounting policies. 

 

In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-company transactions have been eliminated in full.

Subsidiaries are fully consolidated from the date on which control is obtained by the Company and cease to be consolidated from the date on which control is transferred out of the Company.

 

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The acquisition method of accounting involves recognising at acquisition date, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. The identifiable assets acquired and the liabilities assumed are measured at their acquisition date fair values.

 

The difference between the above items and the fair value of the consideration (including the fair value of any pre-existing investment in the acquiree) is goodwill or a discount on acquisition.

 

A change in the ownership interest of a subsidiary that does not result in a loss of control, is accounted for as an equity transaction.

 

(g)   Foreign Currency Translation

(i)  Functional and presentation currency

Items included in the financial statements of each of the Company’s controlled entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’).  The functional and presentation currency of Harvest Minerals Limited is Australian dollars. The functional currency of the overseas subsidiaries is Brazilian Reals.

 

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.  Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year‑end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

 

(iii) Group entities

The results and financial position of all the Company’s controlled entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

·      assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

·      income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

·      all resulting exchange differences are recognised as a separate component of equity.

 

On consolidation, exchange differences arising from the translation of any net investment in foreign entities are taken to foreign currency translation reserve. 

 

When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences are recognised in the statement of comprehensive income, as part of the gain or loss on sale where applicable.

 

(h)   Plant and Equipment

Each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation and impairment losses.

 

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Repairs and maintenance expenditure is charged to the statement of comprehensive income during the financial period in which it is incurred.

 

Depreciation

The depreciable amount of all fixed assets is depreciated on a straight line basis over their useful lives to the Group commencing from the time the asset is held ready for use.

The depreciation rates used for each class of depreciable assets are:

 

Class of Fixed Asset                           Depreciation Rate

Plant and equipment                            33% – 50%

Furniture, Fixtures and Fittings                         10%

Computer and software                                    20%

 

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date.

 

Derecognition

Additions of plant and equipment are derecognised upon disposal or when no further future economic benefits are expected from their use or disposal.

 

Gains and losses on disposals are determined by comparing proceeds with the carrying amount.  These gains and losses are recognised in the statement of comprehensive income. 

(i)    Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets of the Group and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

 

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in the statement of comprehensive income.

 

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss.

 

After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

 

(j)    Deferred exploration and evaluation expenditure

Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest.  Such expenditure comprises net direct costs and an appropriate portion of related overhead expenditure but does not include general overheads or administrative expenditure not having a specific nexus with a particular area of interest.

 

Each area of interest is limited to a size related to a known or probable mineral resource capable of supporting a mining operation.

 

Exploration and evaluation expenditure for each area of interest is carried forward as an asset provided that one of the following conditions is met:

·      such costs are expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or

·      exploration and evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in relation to the area are continuing.

 

Expenditure which fails to meet the conditions outlined above is written off. Furthermore, the directors regularly review the carrying value of exploration and evaluation expenditure and make write downs if the values are not expected to be recoverable.

 

Identifiable exploration assets acquired are recognised as assets at their cost of acquisition, as determined by the requirements of AASB 6 Exploration for and Evaluation of Mineral Resources. Exploration assets acquired are reassessed on a regular basis and these costs are carried forward provided that at least one of the conditions referred to in AASB 6 is met.

 

Exploration and evaluation expenditure incurred subsequent to acquisition in respect of an exploration asset acquired is accounted for in accordance with the policy outlined above for exploration expenditure incurred by or on behalf of the entity.

 

Acquired exploration assets are not written down below acquisition cost until such time as the acquisition cost is not expected to be recovered.

 

When an area of interest is abandoned, any expenditure carried forward in respect of that area is written off.

 

Expenditure is not carried forward in respect of any area of interest/mineral resource unless the Group’s rights of tenure to that area of interest are current.

Revenue from trial mining activities is offset against carried forward exploration and evaluation expenditure.

 

(k)   Trade and Other Receivables

Trade receivables, which generally have 30 – 90-day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts.

 

An estimate for doubtful debts is made when collection of the full amount is no longer probable.  Bad debts are written off when identified.

 

(l)    Cash and Cash Equivalents

Cash and cash equivalent in the statement of financial position include cash on hand, deposits held at call with banks and other short term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown as current liabilities in the statement of financial position. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as described above and bank overdrafts.

 

(m)  Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

 

Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.  The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement.

 

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money, and where appropriate, the risks specific to the liability.

 

Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

 

(n)   Trade and other payables

Liabilities for trade creditors and other amounts are measured at amortised cost, which is the fair value of the consideration to be paid in the future for goods and services received that are unpaid, whether or not billed to the Group.

 

(o)   Income Tax

Deferred income tax is provided for on all temporary differences at balance date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes.

 

No deferred income tax will be recognised from the initial recognition of goodwill or of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

 

No deferred income tax will be recognised in respect of temporary differences associated with investments in subsidiaries if the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary differences will not reverse in the near future.

 

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled.  Deferred tax is charged or credited in the statement of comprehensive income except where it relates to items that may be charged or credited directly to equity, in which case the deferred tax is adjusted directly against equity.

 

Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

 

The amount of benefits brought to account or which may be realised in the future is based on tax rates (and tax laws) that have been enacted or substantially enacted at the balance date and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.  The carrying amount of deferred tax assets is reviewed at each balance date and only recognised to the extent that sufficient future assessable income is expected to be obtained.

 

Income taxes relating to items recognised directly in equity are recognised in equity and not in the statement of comprehensive income.

 

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

 

(p)   Issued capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 

(q)   Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue is capable of being reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

 

Interest income

Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.

 

(r)    Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit / loss attributable to equity holders of the Company, excluding any costs of servicing equity other than dividends, by the weighted average number of ordinary shares, adjusted for any bonus elements.

 

Diluted earnings per share

Diluted earnings per share is calculated as profit / loss attributable to members of the Company, adjusted for:

·      costs of servicing equity (other than dividends);

·      the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

·      other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;

divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus elements.

 

(s)   Goods and services tax

Revenues, expenses and assets are recognised net of the amount of GST/sales tax, except where the amount of GST/sales tax incurred is not recoverable from the relevant Tax Authority. In these circumstances, the GST/sales tax is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST/sales tax.

 

The net amount of GST/sales tax recoverable from, or payable to, the Tax Authority is included as part of receivables or payables in the statement of financial position.

 

Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which is receivable from or payable to the ATO, being disclosed as operating cash flows.

 

(t)    Share based payment transactions

The Group provides benefits to individuals acting as and providing services similar to employees (including Directors) of the Group in the form of share-based payment transactions, whereby individuals render services in exchange for shares or rights over shares (‘equity settled transactions’).

 

There is currently an Employee Share Option Scheme (ESOS) in place, which provides benefits to Directors and individuals providing services similar to those provided by an employee.

 

The cost of these equity settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by using an option pricing formula taking into account the terms and conditions upon which the instruments were granted, as discussed in note 23.

 

In valuing equity settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Harvest Minerals Limited (‘market conditions’).

 

The cost of the equity settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting date’).

The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects

(i) the extent to which the vesting period has expired and

(ii) the number of awards that, in the opinion of the Directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of the market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The statement of comprehensive income charge or credit for a period represents the movement in cumulative expense recognised at the beginning and end of the period.

 

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.

 

Where the terms of an equity settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of the modification.

 

Where an equity settled award is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

The cost of equity-settled transactions with non-employees is measured by reference to the fair value of goods and services received unless this cannot be measured reliably, in which case the cost is measured by reference to the fair value of the equity instruments granted. The dilutive effect, if any, of outstanding options is reflected in the computation of loss per share (see note 20).

 

(u)   Comparative figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

 

(v)   Operating segments

Operating segments are presented using the ‘management approach’, where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers (‘CODM’). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.

 

(w)  Fair value measurement

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either in the principle market; or in the absence of a principal market, in the most advantageous market.

 

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interest. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

 

Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed each reporting date and transfers between levels are determined based on a reassessment of the lowest level input that is significant to the fair value measurement.

For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.

 

(x)   Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

 

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

 

Capitalised exploration and evaluation expenditure

The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale.

 

Factors which could impact the future recoverability include the level of proved, probable and inferred mineral resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices and exchange rules.

 

To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, this will reduce profits and net assets in the period in which this determination is made.

 

In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves.  To the extent that it is determined in the future that this capitalised expenditure should be written off, this will reduce profits and net assets in the period in which this determination is made.

 

Share based payment transactions

The Group measures the cost of equity settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black Scholes formula taking into account the terms and conditions upon which the instruments were granted, as discussed in note 23.

 

Functional currency translation reserve

Under Accounting Standards, each entity within the Group is required to determine its functional currency, which is the currency of the primary economic environment in which the entity operates. Management considers the Brazilian subsidiaries to be foreign operations with Brazilian Reals as the functional currency. In arriving at this determination, management has given priority to the currency that influences the labour, materials and other costs of exploration activities as they consider this to be a primary indicator of the functional currency.

 

 

3.          Segment Information

 

For management purposes, the Group is organised into one main operating segment, which involves mining exploration and trial mining. All of the Group’s activities are interrelated, and discrete financial information is reported to the Board (Chief Operating Decision Makers) as a single segment.

 

 No revenue is derived from a single external customer.

 

Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole.  Revenue earned by the Group is generated in Brazil and all of the Group’s non-current assets reside in Brazil.

 

 

                                                                                                                                                        Consolidated

2018

$

2017

$

4.          Consulting and Directors’ Fees

Directors’ fees

661,558

744,620

Company secretary fees

38,000

29,633

Public relations consulting fees

118,779

123,217

AIM nominated and financial adviser fees 

73,366

161,056

Other consultant fees

247,783

245,758

Corporate advisory fees

94,039

118,145

Total consulting and directors’ fees

1,233,525

1,422,429

 

 

5.          Other Expenses

Insurance

6,265

9,116

Telephone and internet

1,080

13,329

Other

246,387

132,072

Total other expenses

253,732

154,517

 

 

 

                                                                                                                                                               Consolidated

2018

$

2017

$

6.          Income Tax

(a) Income tax benefit
Major component of tax benefit for the year:
Current tax                                           

Deferred tax

 

 

(b) Numerical reconciliation between aggregate tax benefit recognised in the statement of comprehensive income and tax benefit calculated per the statutory income tax rate.
A reconciliation between tax benefit and the product of accounting loss before income tax multiplied by the Group’s applicable tax rate is as follows:

Loss from continuing operations before income tax benefit

(2,854,316)

(2,630,756)

Income tax benefit calculated at 27.5% (2017: 27.5%)

(784,937)

(723,458)

Non-deductible expenses

278,694

686

Income tax benefit not brought to account

506,243

722,772

Income tax benefit

 

The tax rate used in the above reconciliation is the corporate tax rate of 27.5% payable by Australian corporate entities on taxable profits under Australia tax law. This reduction in corporate tax rate from 30% in 2016 was substantively enacted as part of the Treasury Laws Amendment (Enterprise Tax Plan) Bill 2016 (on 19 May 2017).

(c) Unused tax losses

Unused tax losses

11,941,645

9,171,972

Potential tax benefit not recognised at 27.5% (2017: 27.5%)

3,283,952

2,522,292

 

The benefit of the tax losses will only be obtained if:

(i)            the Group derives future assessable income in Australia of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised, and

(ii)           the Group continues to comply with the conditions for deductibility imposed by tax legislation in Australia and

(iii)          no changes in tax legislation in Australia adversely affect the Group in realising the benefit from the deductions for the losses.

 

 

 

                                                    Consolidated

2018

$

2017

$

7.          Cash and Cash Equivalents

  Reconciliation of Cash and Cash Equivalents

Cash comprises:

Cash at bank

15,492,355

1,386,284

15,492,355

1,386,284

Reconciliation of operating loss after tax to the cash flows from operations

Loss from ordinary activities after tax

(2,857,095)

(2,630,756)

Non-cash items

Share based payments (refer note 23)

928,979

144,583

Depreciation charges

7,221

3,780

Exploration expenditure written off

2,494

Advances written off

8,671

Foreign exchange (loss) / gain

(116,843)

29,835

Change in assets and liabilities

(Increase) / Decrease in trade and other receivables

(1,045)

3,324

Increase / (Decrease) in trade and other payables

(112,633)

123,674

Net cash outflow from operating activities

(2,142,745)

(2,323,066)

8.          Trade and Other Receivables – Current

Cash advances

192,343

GST receivable

4,367

7,581

Refundable security deposit

14,991

14,213

Other

19,307

18,130

231,008

39,924

 

Trade debtors, other debtors and goods and services tax are non-interest bearing and generally receivable on 30-day terms. They are neither past due nor impaired. The amount is fully collectible. Due to the short-term nature of these receivables, their carrying value is assumed to approximate their fair value.

 

9.          Investments in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2(f).

 

Name of Entity

Country of Incorporation

Equity Holding 2018

Equity Holding 2017

 
Triumph Tin Mining Limited

Australia

100%

100%

Lotus Mining Pty Limited

Australia

100%

100%

Triunfo Mineracao do Brasil Ltda

Brazil

100%

100%

HAG Fertilizantes Ltda 1

Brazil

99.99%

N/A

 

1 HAG Fertilizantes Ltda was registered during the year, with the Company’s 99.99% shareholding being subscribed to for a payment of $34,846 (BRL 99,999).



 

                                                                                                                                                                        Consolidated

2018

$

2017

$

10.        Plant and Equipment

Plant and Equipment

Cost

534,931

53,713

Accumulated depreciation and impairment

(49,832)

(44,154)

Net carrying amount

485,099

9,559

Computer Equipment and Software

Cost

913

1,031

Accumulated depreciation and impairment

(913)

(977)

Net carrying amount

54

Furniture, Fixtures and Fittings

Cost

9,454

4,971

Accumulated depreciation and impairment

(2,612)

(2,435)

Net carrying amount

6,842

2,536

Total Plant and Equipment

491,941

12,149

 

Movements in Plant and Equipment
 
Plant and Equipment

At beginning of the year

9,559

11,412

Effect of foreign exchange rate

(26,154)

(709)

Additions

507,372

Depreciation charge for the year

(5,678)

(1,144)

485,099

9,559

Computer Equipment and Software

At beginning of the year

54

275

Effect of foreign exchange rate

(119)

(60)

Depreciation charge for the year

65

(161)

54

Furniture, Fixtures and Fittings

At beginning of the year

2,536

3,207

Effect of foreign exchange rate

(831)

(285)

Additions

5,314

Depreciation charge for the year

(177)

(386)

6,842

2,536

Motor Vehicles

At beginning of the year

Additions

52,370

Disposals

(51,630)

Effect of foreign exchange rate

951

Depreciation charge for the year

(1,691)

Total Plant and Equipment

491,941

12,149

 

                                                                                                                                                                             Consolidated

2018

$

2017

$

11.        Deferred Exploration and Evaluation Expenditure

At beginning of the year

5,865,430

3,967,167

Acquisition of Sergi Potash Project1

100,000

700,000

Exploration expenditure during the year

1,216,280

1,310,472

Proceeds from trial mining

(41,827)

Impairment loss

(2,494)

Net exchange differences on translation

(285,365)

(109,715)

Total exploration and evaluation

6,854,518

5,865,430

1 As announced on the ASX on 20 April 2015 Harvest acquired a 100% interest in the Sergi Potash Project in the Sergipe State, Brazil. The portion of consideration for this acquisition recorded during the previous period, as per the Sergi Project Mineral Rights Purchase and Sale Agreement, included the issue of 6,000,000 fully paid ordinary shares in the Company (valued at $600,000), and payment of $100,000 cash.  During the current period, a payment of $100,000 cash was made. Refer to Note 16 for further details of the committed expenditure.

 

The ultimate recoupment of costs carried forward for exploration expenditure is dependent on the successful development and commercial exploitation or sale of the respective mining areas.

 

12.        Trade and Other Payables

Trade payables

401,022

180,094

Accruals

20,932

14,000

Tax payable

4,199

426,153

194,094

 

Trade creditors, other creditors and goods and services tax are non-interest bearing and generally payable on 60 day terms. Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value.

 

13.        Issued Capital

(a) Issued capital

Ordinary shares fully paid

42,576,068

23,892,802

 

 

         2018

  2017

(b) Movements in shares on issue

No. of shares

$

No. of shares

$

At beginning of the year

116,838,589

23,892,802

93,991,202

21,345,616

Shares issued to Directors and employees

3,000,000

928,979

Shares issued as part of placement

64,497,295

19,284,091

184,335,884

44,105,872

93,991,202

21,345,616

Shares issued as consideration for acquisition 1

6,000,000

600,000

Shares issued on exercise of options

16,847,387

2,418,774

Share issue costs

(1,529,804)

(471,588)

At end of the year

184,335,884

42,576,068

116,838,589

23,892,802

 

1 Refer Note 11



 

(c) Ordinary shares

The Company does not have authorised capital nor par value in respect of its issued capital. Ordinary shares have the right to receive dividends as declared and, in the event of a winding up of the Company, to participate in the proceeds from sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or proxy, at a meeting of the Company.

 

(d)    Capital risk management

The Group’s capital comprises share capital, reserves less accumulated losses amounting to $22,643,669 at 30 June 2018 (2017: $7,109,693). The Group manages its capital to ensure its ability to continue as a going concern and to optimise returns to its shareholders. The Group was ungeared at year end and not subject to any externally imposed capital requirements. Refer to note 21 for further information on the Group’s financial risk management policies.

 

(e)   Share options / warrants

As at balance date, there were 2,755,125 unissued ordinary shares under options and 600,000 unissued ordinary shares under warrants. 

 

The details of the options at balance date and movements in issued options since 1 July 2017 are as follows:

 

Options

Warrants

Exercise at 14p

Exercise at 10p

by 31/12/19

By 25/10/19

Balance at 1 July 2017

2,755,125

Granted during the year

600,000

Balance at 30 June 2018

2,755,125

600,000

Balance at the date of this report

2,755,125

600,000

 

No option holder has any right under the options to participate in any other share issue of the Company or any other entity.

 

No other options were exercised during or since the end of the financial year.

 

 

 

                                                                                                                                                                                    Consolidated

2018

$

2017

$

14.        Reserves

Option reserve

3,541,048

3,463,720

Foreign currency translation reserve

(553,493)

(183,970)

2,987,555

3,279,750

     Movements in Reserves

Option reserve
At beginning of the year

3,463,720

2,858,682

Options/warrants issued during the year

77,328

605,038

At 30 June

3,541,048

3,463,720

 

The share based payment reserve is used to record the value of equity benefits provided to Directors and Executives as part of their remuneration and non-employees for their services. Refer to note 23 for further details of the warrants issued during the financial year.

 

                                     Consolidated

2018

$

2017

$

Foreign currency translation reserve
At beginning of the year

(183,970)

(64,568)

Foreign currency translation

(369,523)

(119,402)

At 30 June

(553,493)

(183,970)

 

The foreign exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency translation reserve, as described in note 2(g). The reserve is recognised in the statement of comprehensive income when the net investment is disposed of.

 

15.       Accumulated losses

Movements in accumulated losses were as follows:
At beginning of the year

(20,062,859)

(17,432,103)

Loss for the year

(2,857,095)

(2,630,756)

At 30 June

(22,919,954)

(20,062,859)

 

16.       Expenditure Commitments

 

(a)   Exploration commitments

In order to maintain the current rights of tenure to mining tenements, the Group has certain committed exploration expenditure requirements and option payments. Elements of these obligations that are not provided for in the financial statements are due as follows:

 

Within one year

100,000

100,000

After one year but not longer than five years

4,150,804

3,801,152

After five years

6,663,948

6,862,909

10,914,752

10,764,061

These obligations have arisen as a result of certain acquisitions that were undertaken in prior years as summarised below.

 

Capela Potash Project

As announced on the ASX on 28 August 2014, Harvest acquired a 51% interest in the Capela Potash Project in the Sergipe State, Brazil from Kmine Holdings Ltd. Consideration for this acquisition per the Mineral Rights Purchase and Sale Agreement comprised:

a). Payment of $120,000 on execution of the acquisition agreement;

b). The issue of 40,000,000 fully paid ordinary shares in the Company at a price of $0.01 per share;

c). The issue of further shares in the Company to the value of $400,000 prior to 31 December 2014;

d). The issue of further shares in the Company to the value of $400,000, not before 31 December 2014, on the identification of 10 million tonnes of carnallite or sylvite with a minimum grade of 10% KCI;

e). The issue of further shares in the Company to the value of $800,000, not before 31 July 2015, on the identification of a JORC inferred reserve with the minimum of 25 million tonnes with a minimum grade of more than 10% of KCI;

f). The issue of further shares in the Company to the value of $1,000,000, not before 31 December 2015, if the Company completes a scoping study, feasibility study or another study that confirms the economic feasibility under the JORC Code;

g). Drill two (2) holes for a total of 700m.

 

The elements of the consideration noted at d). to g)., which have not been fulfilled as at 30 June 2018 have therefore been recorded as commitments in note 16 (a) above.

  

Sergi Potash Project

As announced on the ASX on 20 April 2015, Harvest acquired a 100% interest in the Sergi Potash Project in the Sergipe State, Brazil from Kmine Holdings Ltd. Consideration for this acquisition per the Heads of Agreement comprises:

a). Payment of $50,000 on execution of the acquisition agreement;

b). Payment of $50,000 on execution of definitive agreement, subject to due diligence;

c). On 31 December 2015 and 2016 payment of $100,000 and 60,000,000 (6,000,000 post consolidation) fully paid ordinary shares in the Company;

d). On 31 December 2017 to 2021 payments of $100,000 each year to Kmine Holdings Ltd;

e). On achieving minimum horizon of 10 meters of carnallite or sylvite with a minimum grade of 10%, payment of 60,000,000 fully paid ordinary shares in the Company;

f). On achieving a JORC inferred reserve with the minimum of 25 million tonnes with a minimum grade of more than 10% of KCl, payment of 60,000,000 (6,000,000 post-consolidation) fully paid ordinary shares in the Company;

g). On achieving a successful scope or feasibility study that confirms the economic feasibility under the JORC rules, payment of 60,000,000 (6,000,000 post-consolidation) fully paid ordinary shares in the Company; and

h). On commencing of commercial production, payment of $6,000,000 to Kmine Holdings Ltd.

               

The elements of the consideration noted at d)., g). and h)., which have not been fulfilled as at 30 June 2018, have therefore been recorded as commitments in note 16 (a) above.

 

Arapua Fertilizer Project

As announced on the ASX on 5 September 2014, Harvest acquired a 100% interest in the Arapua Fertilizer Project in the State of Minas Gerais in Brazil. The salient terms of the acquisition are:

a). A total payment of US$1,000,000 at the commencement of commercial production; and

b). A Net Smelter Return Royalty to the vendors of 2%.

 

The element of the consideration noted at a). has not been fulfilled as at 30 June 2018 and has therefore been recorded as a commitment in note 16(a) above., The 2% Net Smelter Return Royalty has not been recorded as a commitment as it is difficult to quantify.

 

Mandacaru Phosphate Project

As announced on the ASX and AIM on 21 December 2015, Harvest acquired a 100% interest in the Mandacaru Phosphate Project in the Ceara State, Brazil. The salient terms of the acquisition are:

a). A Net Smelter Return Royalty to the vendors of 2%, capped at an aggregate amount of US$1,000,000.

 

If the Group decides to relinquish and/or does not meet the obligations, assets recognised in the Statement of Financial Position may require review to determine the appropriateness of carrying values. The sale, transfers or farm-out of exploration rights to third parties will reduce or extinguish the above obligations.

 

17.       Auditor’s Remuneration

                                                                                                                                                                                                     Consolidated

2018

$

2017

$

The auditor of Harvest Minerals Limited is HLB Mann Judd.

Amounts received or due and receivable for:

–  Audit or review of the financial report of the entity and any other entity in the Group

21,000

23,000

 

 

18.       Events Subsequent to Balance Date

On 16 July 2018, the Company increased its investment in HAG Fertilizantes Ltda from 99.99% to 100% for a further payment of $0.35 (BRL 1.00).

 

On 18 July 2018, the Company announced it had received approval from the Ministry of Agriculture to register KPfértil as a remineraliser. The Company also received trademark approval for KPfértil by the Instituto Nacional da Propriedade Industrial in Brazil.  The trademark has been officially registered for an initial ten years and is an integral part of the Company’s corporate identity in Brazil.

 

On 23 July 2018, the Company issued 1,500,000 ordinary fully paid shares to Executive Directors and certain Senior Management for nil consideration after the Company met certain performance considerations set out under an incentivisation scheme. 

 

On 26 July 2018, the Company announced it had signed a strategic alliance agreement with Geociclo Biotecnologia S/A (“Geociclo”).  This alliance will enable KPfértil to be marketed and sold by Geociclo’s established sales force, provide access to new agricultural regions in Brazil dominated by Geociclo, provide unrestricted access to Geociclo’s MAPA accredited research and trial production facility and provide storage for significant quantities of KPfértil.  Under the agreement and upon completion of certain conditions precedent, Harvest Minerals Limited’s wholly owned subsidiary HAG Fertilizantes Ltda, will provide a capital injection to Geociclo of USD $1,000,000.  Subject to further due diligence, Harvest may provide a working capital loan to Geociclo and shall have an option to acquire 100% of the issued and outstanding shares in the capital of Geociclo.  Approximately USD $330,000 was paid pursuant to the agreement to Geociclo in July 2018 as a payment in advance in relation to the initial capital injection set forth in the agreement.

 

On 10 September 2018, the Company announced the appointment of Mr David Edghill as Chief Financial Officer.

 

On 17 September 2018, the Company announced Agronomic tests which demonstrate that as a slow release source of potassium (‘K’) and phosphate (‘P’), KPfértil outperforms traditional Super Triple Phosphate (‘TSP’) fertilisers, increasing both plant growth (dry matter production) and yield (agronomic efficiency). 

 

There were no other known significant events from the end of the financial year to the date of this report.

 

19.       Related Party Disclosures

The ultimate parent entity is Harvest Minerals Limited. Refer to note 9 for a list of all subsidiaries within the Group.

 

Gemstar Investments Limited, a company in which Mr McMaster is a director, is a personal services company into which Mr McMaster’s Director fees are paid. Gemstar Investments Limited were owed $29,745 at year end (2017: $28,000).

 

Garrison Capital (UK) Limited, a company in which Mr McMaster is a director, provided management and administrative services totalling $211,561 (2017: $1,796). $82,112 (2017: $nil) was outstanding at year end.

 

FFA Legal Ltda, a company in which Mr Azevedo is a director, provided the Group with legal and accounting services in Brazil totalling $197,963 (2017: $156,633). No balance (2017: $nil) was outstanding at year end.

 

Palisade Business Consulting Pty Limited, a company in which Mr James is a director, provided the Group with accounting and company secretarial fees along with providing a serviced office.  Fees received by Palisade Business Consulting were $144,620 (2017: $nil). $16,913 (2017: $15,375) was outstanding at year end.

 

These transactions have been entered into on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

 

20.       Loss per Share

                                                                 Consolidated

2018

$

2017

$

Loss used in calculating basic and dilutive EPS

(2,857,095)

(2,630,756)

 

Number of Shares

Weighted average number of ordinary shares used in calculating basic earnings / (loss) per share:

128,591,902

105,765,673

Effect of dilution:

Share options

Adjusted weighted average number of ordinary shares used in calculating diluted loss per share:

128,591,902

105,765,673

 

There is no impact from 600,000 warrants and 2,755,125 options outstanding at 30 June 2018 (2017: 2,755,125 options) on the loss per share calculation because they are considered anti-dilutive. These options could potentially dilute basic EPS in the future. There have been no transactions involving ordinary shares or potential ordinary shares that would significantly change the number of ordinary shares or potential ordinary shares outstanding between the reporting date and the date of completion of these financial statements.

 

21.       Financial Risk Management

Exposure to interest rate, liquidity and credit risk arises in the normal course of the Group’s business.  The Group does not hold or issue derivative financial instruments. 

 

The Group uses different methods as discussed below to manage risks that arise from these financial instruments. The objective is to support the delivery of the financial targets while protecting future financial security.

 

(a) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities.

 

The Group manages liquidity risk by maintaining sufficient cash facilities to meet the operating requirements of the business and investing excess funds in highly liquid short-term investments. The responsibility for liquidity risk management rests with the Board of Directors.

 

Alternatives for sourcing the Group’s future capital needs include the cash position and the issue of equity instruments. These alternatives are evaluated to determine the optimal mix of capital resources for our capital needs. We expect that, absent a material adverse change in a combination of our sources of liquidity, present levels of liquidity along with future capital raising will be adequate to meet our expected capital needs.

 

Maturity analysis for financial liabilities

Financial liabilities of the Group comprise trade and other payables. As at 30 June 2018 and 30 June 2017 all financial liabilities are contractually maturing within 60 days.

 

(b) Foreign currency exchange rate risk

The Company holds cash balances in foreign currencies (Great British Pounds (‘GBP’) and United States Dollars (‘USD’)). The carrying amounts of the Group’s foreign currency denominated cash balances at 30 June 2018 are GBP (A$15,282,606) and USD (A$5,154).

 

Foreign currency sensitivity analysis

A 10% increase and decrease in the GBP and USD against the Australian dollar would lead to a $152,878 increase / decrease in results (2017: $128,340 increase / decrease in results).

 

(c) Interest rate risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair value of financial instruments.

 

The Group’s exposure to market risk for changes to interest rate risk relates primarily to its earnings on cash and term deposits. The Group manages the risk by investing in short term deposits.

 

 

                                   Consolidated

2018

$

2017

$

Cash and cash equivalents

15,492,355

1,386,284

 

Interest rate sensitivity

The following table demonstrates the sensitivity of the Group’s statement of comprehensive income to a reasonably possible change in interest rates, with all other variables constant. 

 

Consolidated

Judgements of reasonably possible movements

Effect on Post Tax Earnings

Increase/(Decrease)

Effect on  Equity

including accumulated losses

Increase/(Decrease)

2018

$

2017

$

2018

$

2017

$

Increase 100 basis points

154,924

13,863

154,924

13,863

Decrease 100 basis points

(154,924)

(13,863)

(154,924)

(13,863)

 

A sensitivity of 100 basis points has been used as this is considered reasonable given the current level of both short term and long-term Australian Dollar interest rates. The change in basis points is derived from a review of historical movements and management’s judgement of future trends. The analysis was performed on the same basis in 2017.

 

(d)      Credit risk exposures

Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge an obligation and cause the Group to incur a financial loss. The Group’s maximum credit exposure is the carrying amounts on the statement of financial position. The Group holds financial instruments with credit worthy third parties. 

 

At 30 June 2018, the Group held cash at bank.  These were held with financial institutions with a rating from Standard & Poors of -AA or above (long term). The Group has no past due or impaired debtors as at 30 June 2018 (2017: nil).

 

(e)      Fair value of financial instruments

The carrying amounts of financial instruments approximate their fair values.

 

(f)       Capital management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. There were no changes in the Group’s approach to capital management during the year. The Group is not subject to externally imposed capital requirements.

 

22.       Contingent Liabilities

There are no known contingent liabilities at as at 30 June 2018 and 30 June 2017.

 

23.    Share Based Payments

Share based payment transactions recognised either as operating expenses in the statement of comprehensive income, exploration expenditure on the statement of financial position or capital raising expenses in equity during the year were as follows:

 

Consolidated

2018

2017

$

$

Exploration expenditure

Share based payment to vendor

600,000

Capital raising expenses

Share based payments to supplier

77,328

460,455

Profit and loss

Share based payments to Directors and employees

928,979

144,583

 

Exploration expenditure

During the financial year ended 30 June 2017, 6,000,000 shares were issued to Kmine Holdings Ltd as part of the agreed terms of acquisition in relation to the Sergi Potash Project agreement. The fair value of the shares of $600,000 was determined by reference to the market value on the Australian Securities Exchange on the date of the agreement.

 

Capital raising expenses

The table below summaries warrants granted to brokers during the year:

 

Grant Date

Expiry  date

Exercise price

Balance at start of the year

Granted during the year

Exercised during the year

Expired during the year

Balance at end of the year

Exercisable at end of the year

25-Oct-17

25-Oct-19

$0.1712

600,000

–               

–                 

600,000

600,000

       2.00

               –  

              –  

         1.32

         1.32

 –   

$0.1712

               –  

              –  

$0.1712

$0.1712  

 

The options have been valued using the Black & Scholes option pricing model with inputs noted in the above table and further inputs as follows:

·      Grant date share price: $0.212

·      Risk-free interest rate: 1.5%

·      Volatility: 110%

 

The fair value of the warrants granted was $0.129 per warrant.

 

Profit and loss

The following shares were issued during the year to employees and Directors as payment for services performed:

 

Date

Number of shares

Share price at grant date

Value

$

8 Feb 18

1,500,000

$0.2523

378,499

24 May 18

1,500,000

$0.3670

550,480

3,000,000

928,979

 

24.       Dividends

No dividend was paid or declared by the Company in the period since the end of the financial year and up to the date of this report.  The Directors do not recommend that any amount be paid by way of dividend for the year ended 30 June 2018.

 

The balance of the franking account is Nil as at 30 June 2018 (2017: Nil).

 

25.       Key Management Personnel disclosure

Details of the nature and amount of each element of the emoluments of the Key Management Personnel of the Group for the financial year are as follows:

 

                           Consolidated

 

2018

$

2017

$

 

Short term employee benefits

661,558

744,620

Share based payments

619,320

Total remuneration

1,280,878

744,620

 

26.       Parent Entity Information

The following details information related to the parent entity, Harvest Minerals Limited, at 30 June 2018. The information presented here has been prepared using consistent accounting policies as presented in note 2.

                                                    Parent

2018

$

2017

$

 
Current assets

15,338,389

1,348,213

Non current assets

7,569,252

5,949,572

Total Assets

22,907,641

7,297,785

 
Current liabilities

263,972

188,092

Total Liabilities

263,972

188,092

Net Assets

22,643,669

7,109,693

Issued capital

42,576,068

23,892,802

Option reserve

3,541,048

3,463,720

Accumulated losses

(23,473,447)

(20,246,829)

Total Equity

22,643,669

7,109,693

Loss for the year

(3,226,618)

(2,750,159)

Total comprehensive loss for the year

(3,226,618)

(2,750,159)

 

 

Guarantees

Harvest Minerals Limited has not entered into any guarantees in relation to the debts of its subsidiary.

 

Other Commitments and Contingencies

Harvest Minerals Limited has commitments which are disclosed in note 16. There are no commitments to acquire property, plant and equipment. The Company has no contingent liabilities.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014

*ENDS*

For further information please visit www.harvestminerals.net or contact:

Harvest Minerals Limited

Brian McMaster (Chairman)

Tel: +44 (0) 20 7317 6629

Strand Hanson Limited

(Nominated & Financial Adviser)

James Spinney

Ritchie Balmer

Jack Botros

Tel: +44 (0)20 7409 3494

Arden Partners plc

(Joint Broker)

Tim Dainton

Paul Brotherhood

Paul Shackleton

Tel: +44 (0) 20 7614 5900

Shard Capital Partners

(Joint Broker)

Damon Heath

Tel: +44 (0) 20 7186 9900

St Brides Partners Ltd

(Financial PR)

Isabel de Salis

Gaby Jenner

Tel: +44 (0)20 7236 1177

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

European Metals Holdings Limited – Annual Results

The Directors of European Metals Holdings Limited (“European Metals” or “the Company”) (ASX and AIM: EMH) are pleased to announce the Company’s annual results for the year ended 30 June 2018.

The annual report has been released on the Australian Stock Exchange (“ASX) as required under the listing rules of the ASX.

 

Whilst the financial information included in this announcement has been prepared in accordance with the accounting policies and basis of preparation set out below, this announcement does not constitute the Company’s statutory financial statements. 

 

A copy of the annual report will be posted to shareholders and is also available on the Company’s website www.europeanmet.com.

 

A copy of the Corporate Governance Statements are available on the Company’s website www.europeanmet.com.

 

Enquiries:

European Metals Holdings Limited

Keith Coughlan, Chief Executive Officer

Julia Beckett, Company Secretary

Tel: +61 (0) 419 996 333

Email: keith@europeanmet.com

Tel: +61 (0) 6245 2057

Email: julia@europeanmet.com

Beaumont Cornish (Nomad & Broker)

Michael Cornish

Roland Cornish

Tel: +44 (0) 20 7628 3396

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

 

EUROPEAN METALS HOLDINGS LIMITED

ABRN 154 618 989

ANNUAL REPORT 30 JUNE 2018

 

CORPORATE DIRECTORY

Directors

Mr David Reeves

Mr Keith Coughlan

Mr Richard Pavlik

Mr Kiran Morzaria

 

Company Secretary

Ms Julia Beckett

 

Non-Executive Chairman

Managing Director and Chief Executive Officer

Executive Director

Non-Executive Director

 

 

Registered Office in Australia

Suite 12, Level 1

11 Ventnor Avenue

WEST PERTH  WA  6005

Telephone  08 6245 2050

Facsimile    08 6245 2055

Email           www.europeanmet.com

 

 

Nominated Advisor & Broker

Beaumont Cornish Limited

10th Floor

30 Crown Place

LONDON  EC2A 4EB

UNITED KINGDOM

 

Registered Office in Czech Republic

Jaselska 193/10, Veveri
602 00 Brno
Czech Republic
Tel: +420 732 671 666

 

Registered Address and Place of Incorporation – BVI

Rawlinson & Hunter

Woodbourne Hall

PO Box 3162

Road Town

Tortola  VG1 110

British Virgin Islands

 

Share Register – Australia

Computershare Investor Services Limited

Level 11

172 St Georges Terrace

Perth WA 6000

Telephone   1300 850 505 (within Australia)

Telephone   +61 3 9415 4000 (outside Australia)

Facsimile    1800 783 447 (within Australia) 

Facsimile        +61 3 9473 2555 (outside Australia)  

 

UK Depository

Computershare Investor Services plc

The Pavilions

Bridgewater Road

BRISTOL  BS99 6ZZ

UNITED KINGDOM 

Auditor

Stantons International Audit and Consulting Pty Ltd

Level 2, 1 Walker Avenue

West Perth WA 6005

Telephone   +61 8 9481 3188

Facsimile    +61 8 9321 1204  

 

Reporting Accountants (UK)

Chapman Davis LLP

2 Chapel Court

LONDON  SE1 1HH

UNITED KINGDOM

Securities Exchange Listing – Australia

ASX Limited

Level 40, Central Park

152-158 St Georges Terrace

PERTH  WA  6000

ASX Code: EMH

Securities Exchange Listing – United Kingdom

London Stock Exchange plc

10 Paternoster Square

LONDON  EC4M 7LS

UNITED KINGDOM

AIM Code: EMH

 

 

CHAIRMANS LETTER

 

Dear Shareholders

 

It is with pleasure that I introduce the 2018 Annual Report of European Metals Holdings limited (“European Metals” or “the Company”).

 

The year has seen continued improvement to the lithium flowsheet with a goal of improving recoveries and maximising cashflow. This work is now complete, and the year ahead will see locked cycle and pilot scale work undertaken which is an essential step in the finalisation of the Definitive Feasibility Study. With the improved recoveries developed over the year, the project continues to improve and highlight why it is such an exciting development story in the heartland of the electric vehicle revolution.

 

In parallel, a large amount of work has been invested in the background studies for environmental permits and infrastructure positioning to minimise environmental and social impacts. This work is ongoing and is an essential part of the permitting process on the road to mine development.

 

The Company continues to actively engage with all stakeholders in the Czech Republic with a view to supporting a Czech initiative whereby the full production chain from primary inputs, through battery and vehicle manufacturing predominantly occurs in the Czech Republic. With car manufacturing accounting for roughly 9% of GDP, this is an obvious route to follow and we look forward to further developments in this area.  The manufacturing of large scale stationary storage systems in the Czech Republic is also an emerging area of interest to EMH.

 

From a Corporate perspective, we welcomed Neil Meadows as Chief Operating Officer to the team.  Neil’s experience with projects similar in size and complexity as the Cinovec Project has augmented our existing team, both in Australia and the Czech Republic.

 

The year ahead will see us into the detailed engineering of the Project and advancing the permitting in tandem. This will be a very busy time for the Company as it locks in the path to mining and production.

 

I would like to take this opportunity to thank all staff, advisors, contractors and our shareholders who have allowed us to continue this electrifying journey together.

 

 

 

David Reeves

CHAIRMAN

 

 

PROJECT REVIEW

 

European Metals, through its wholly owned Subsidiary, Geomet s.r.o., controls the mineral exploration licenses awarded by the Czech State over the Cinovec Lithium/Tin Project. Cinovec hosts a globally significant hard rock lithium deposit with a total Indicated Mineral Resource of 372Mt @ 0.45% Li2O and 0.04% Sn and an Inferred Mineral Resource of 323Mt @ 0.39% Li2O and 0.04% Sn containing a combined 7.22 million tonnes Lithium Carbonate Equivalent and 278kt of tin. An initial Probable Ore Reserve of 34.5Mt @ 0.65% Li2O and 0.09% Sn has been declared to cover the first 20 years mining at an output of 22,500 tpa of lithium carbonate.

 

This makes Cinovec the largest lithium deposit in Europe, the fourth largest non-brine deposit in the world and a globally significant tin resource.

 

The deposit has previously had over 400,000 tonnes of ore mined as a trial sub-level open stope underground mining operation.

 

EMH has completed a Preliminary Feasibility Study, conducted by specialist independent consultants, which indicated a return post tax NPV of USD540m and an IRR of 21%. It confirmed the deposit is amenable to bulk underground mining. Metallurgical test work has produced both battery grade lithium carbonate and high-grade tin concentrate at excellent recoveries. Cinovec is centrally located for European end-users and is well serviced by infrastructure, with a sealed road adjacent to the deposit, rail lines located 5 km north and 8 km south of the deposit and an active 22 kV transmission line running to the historic mine. As the deposit lies in an active mining region, it has strong community support.

 

The economic viability of Cinovec has been enhanced by the recent strong increase in demand for lithium globally, and within Europe specifically.

 

Project Development

 

Project development for the year was centred on a significant drilling program embarked upon by the Company. There were numerous updates to this program released to the market during the period. Overall, results from the program either confirmed or exceeded expectations with respect of both lithium content and width of mineralisation.

 

On 16 August 2017 the Company announced analytical results for the first drillhole CIS-4 at the Cinovec Lithium-Tin Project (“the project” or “Cinovec”) and reported on its ongoing infill drilling program.  Infill drilling was undertaken in the southwest section of the deposit, targeting two ‘gaps’ in the resource model that could potentially be targeted for mining in the initial years.  Five out of six planned drillholes were completed during the period, for a total of 2163.1m.   Assays were received for the first drillhole CIS-4, which returned a continuous mineralized intercept of 148.30m averaging 0.40% Li2O from 297.7m drill string depth.  In addition, the upper section of the main lithium interval contains significant tin and tungsten mineralization with 15.85 meters averaging 0.70% Li2O, 0.29% tin and 0.073% tungsten.

 

On 2 November 2017 the Company announced the successful completion of its six core-hole infill drilling program at the Cinovec Project.  A total of 2,697.1m was completed on time and without loss time accidents. Analytical results for three drillholes in the eastern sector and for two drillholes on the western sector of the of the Cinovec South deposit were reported.

 

On 28 November 2017 the Company was pleased to announce a further upgrade of its JORC compliant Indicated Mineral Resources at the Cinovec Lithium/Tin Project in the Czech Republic, confirming its status as the largest lithium resource in Europe.

 

On 28 March 2018, European Metals reported on the preliminary results received from its ongoing metallurgical optimisation and ore variability testwork program.  Recent metallurgical testwork has seen further roast recovery improvements on ore sourced from core taken from the area that is intended to be mined and processed in the first years of the project.  Subsequently testwork was completed whereby the more cost effective reagent limestone was substituted for lime into the roasting feed mix.  A lithium recovery rate of 94.8% was achieved from this test. This finding will support the achievement of significant cost savings in this part of the flowsheet.

 

On 6 June 2018 the Company announced the commencement of the beneficiation and magnetic separation of a 15 tonne bulk sample which represents the ore that will be mined in the first stages of project development.  The beneficiation and magnetic separatation of a lithium rich concentrate will provide pilot plant feed for planned downstream processing through the roast, leach, purification and final product precipitation flowsheet that has been developed.  It is intended to ultimately produce up to 200 kg of battery grade lithium carbonate or, lithium hydroxide from this material for marketing and other user acceptance purposes.  The program work was carried out by UVR-FIA GmbH in Freiberg who are specialists in beneficiation and magnetic separation testwork.

 

Developments Post 30 June 2018

 

On 11 July 2018 the Company reported that it had completed roast optimisation testwork and that improved recoveries have resulted in increased lithium carbonate production from the Cinovec Project to 22,500 tpa.  All recent roast/leach tests have reliably achieved lithium extractions in the region of 94% recovery.  The significance of these results is that a 7% increase in lithium recovery is predicted over that used in the Preliminary Feasibility Study (PFS) completed last year which in turn leads to an increase to 22,500 tpa of lithium carbonate production from the project. The increased production results in approximately a 10% increase in EBITDA margins for the project which will have obvious positive effects to the project returns which the definitive feasibility will re-model.

 

Progress of Mining Licence

 

On 19 December 2017 the Company announced that the Cinovec NorthWest Resource had been added to the Czech State resource register. This followed the addition of the Cinovec South Resource earlier in the year. The addition of Resources to the Czech State register is the first step in the process for the granting of a mining permit.

 

Other Developments 

 

On 29 November 2017 European Metals announced a capital raising of GBP 2,281,000 (approximately AUD 4 million (before costs)) via subscriptions to predominantly UK based sophisticated investors. The raising was completed via an issue of 6,517,142 CDIs at a price of 35p or 61.5 cents and was placed using the Company’s capacity under Listing Rule 7.1. Shard Capital Partners LLP arranged the majority of the subscriptions.

 

Mr Neil Meadows was appointed to the position of Chief Operating Officer on 11 April 2018.  Neil has previously held the position of Chief Operating Officer at Karara Mining Ltd, Managing Director of IMX Resources Limited and worked with the Australian Premium Iron Ore Joint Venture on mine infrastructure. Prior to that, he was the Chief Operating Officer of Queensland Nickel Pty Ltd, subsequent to the sale of the business by BHP and was previously the General Manager of the Yabulu Refinery site for BHP. Prior to that he was the General Manager at the Murrin Operation for Minara Resources Ltd, a position he held for almost five years.

 

Mineral Resource and Ore Reserve Statement

 

Based upon the Preliminary Feasibility Study undertaken for the Cinovec Project, the Company declares a maiden Probable Ore Reserve of 34.5 Mt @ 0.65% Li2O, as detailed below. The Probable Reserves have been declared solely from the Indicated Mineral Resource category and are classified based on a PFS level of study and category of Mineral Resource.

 

CINOVEC ORE RESERVES SUMMARY

Category

Tonnes

Li

Li20

Sn

W

(Millions)

%

%

%

%

Proven Ore Reserves

0

0

0

0

0

Probable Ore Reserves

34.5

0.30

0.64

0.09

0.03

Total Ore Reserves

34.5

0.30

0.64

0.09

0.03

 

Notes to Reserve Table:

1.   Probable Ore Reserves have been prepared by Bara International in accordance with the guidelines of the JORC Code (2012).

2.   The effective date of the Probable Ore Reserve is June 2017

3.   All figures are rounded to reflect the relative accuracy of the estimate

4.   The operator of the project is Geomet S.R.O a wholly-owned subsidiary of EMH. Gross and Net Attributable Probable Ore Reserve are the same.

5.   Any apparent inconsistencies are due to rounding errors

 

The Ore Reserve is based on the Mineral Resource for the Cinovec deposit prepared by Widenbar and Associates and issued in February 2017. The Mineral Resource is reported in the report Cinovec Resource Estimation published by Widenbar and Associates and is reported in accordance with the JORC 2012 guidelines. The table below summarises the Mineral Resource declared.

 

CINOVEC NOVEMBER 2017 RESOURCE

Cutoff

Tonnes

Li

Li20

Sn

W

%

(Millions)

%

%

%

%

Indicated

0.1%

372.4

0.206

0.44

0.04

0.016

Inferred

0.1%

323.5

0.183

0.39

0.04

0.013

Total

0.1%

695.9

0.195

0.43

0.04

0.014

Notes:

1.     Mineral Resources are not Reserves until they have demonstrated economic viability based on a feasibility study or prefeasibility study.

2.     Mineral Resources are reported inclusive of any reserves and are prepared by Widenbar in accordance with the guidelines of the JORC Code (2012).

3.     The effective date of the Mineral Resource is November 22, 2017.

4.     All figures are rounded to reflect the relative accuracy of the estimate.

5.     The operator of the project is Geomet s.r.o., a wholly-owned subsidiary of EMH. Gross and Net Attributable resources are the same.

6.     Any apparent inconsistencies are due to rounding errors.

7.     LCE is Lithium Carbonate Equivalent and is equivalent to Li2CO3

 

COMPETENT PERSON

Information that relates to exploration results is based on information compiled by Dr Pavel Reichl. Dr Reichl is a Certified Professional Geologist (certified by the American Institute of Professional Geologists), a member of the American Institute of Professional Geologists, a Fellow of the Society of Economic Geologists and is a Competent Person as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves and a Qualified Person for the purposes of the AIM Guidance Note on Mining and Oil & Gas Companies dated June 2009. Dr Reichl consents to the inclusion in the release of the matters based on his information in the form and context in which it appears. Dr Reichl holds CDIs in European Metals.

 

The information that relates to Mineral Resources and Exploration Targets has been compiled by Mr Lynn Widenbar. Mr Widenbar, who is a Member of the Australasian Institute of Mining and Metallurgy, is a full time employee of Widenbar and Associates and produced the estimate based on data and geological information supplied by European Metals. Mr Widenbar has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the JORC Code 2012 Edition of the Australasian Code for Reporting of Exploration Results, Minerals Resources and Ore Reserves. Mr Widenbar consents to the inclusion in this report of the matters based on his information in the form and context that the information appears.

 

 

DIRECTORS’ REPORT

 

Your Directors’ present their report, together with the financial statements of the Group, being the Company and its controlled entities, for the year ended 30 June 2018.

 

Directors

 

The following persons were Directors of the Company and were in office for the entire year, and up to the date of this report, unless otherwise stated:

 

Mr David Reeves

Non-Executive Chairman

Appointed 6 March 2014

Mr Keith Coughlan

Managing Director

Appointed 6 September 2013

Mr Richard Pavlik

Executive Director

Appointed 27 June 2017

Mr Kiran Morzaria

Non-Executive Director

Appointed 10 December 2015

 

Company Secretary

 

The following person held the position of Company Secretary at the end of the financial year:

 

Ms Julia Beckett holds a Certificate in Governance Practice and Administration and is a Certificated Member of the Governance Institute of Australia.  Julia is a Corporate Governance professional, having worked in corporate administration and compliance for the past 11 years.  She has been involved in business acquisitions, mergers, initial public offerings, capital raisings as well as statutory and financial reporting.  Julia is also Company Secretary of Calidus Resources Limited (ASX: CAI) Drake Resources Limited (ASX: DRK) and Joint Company Secretary of Doriemus Plc (ASX: DOR) and has held non-executive director rules for a number of ASX listed companies. 

 

Principal Activities

 

The Company is primarily involved in the development of a lithium and tin project in the Czech Republic.

 

Review of Operations

 

The 2018 Financial Year has been one of significant growth and development for the Company. For further information refer to the Project Review on page 4 to 6.

 

Results of Operations

 

The consolidated loss for year ended 30 June 2018 amounted to $4,655,209 (2017 loss: $4,145,872).

 

Financial Position

 

The net assets of the Group have increased by $1,904,068 to $12,399,098 at 30 June 2018.

 

Significant Changes in the State of Affairs

 

The following significant changes in the state of affairs of the parent entity occurred during the financial year:

 

·       On 1 August 2017, the Company issued 364,679 CDIs at $0.7061 per share to 6466 Investments Pty Ltd in respect to the second advance of AUD$250,000 under the Funding Facility Agreement and in settlement for the facility draw down fee of 3% (AUD$7,500) on the second advance.

·       On 10 August 2017, the Company issued 351,448 CDIs at $0.7327 per share to 6466 Investments Pty Ltd in respect to the third advance of AUD$250,000 under the Funding Facility Agreement and in settlement for the facility draw down fee of 3% (AUD$7,505) on the third advance.

·       On 1 September 2017, the Company issued 375,905 CDIs at $0.685 per share to 6466 Investments Pty Ltd in respect to the fourth advance of AUD$250,000 under the Funding Facility Agreement and in settlement for the facility draw down fee of 3% (AUD$7,495) on the fourth advance.

·       On 10 October 2017, the Company issued 371,644 CDIs at $0.693 per share to 6466 Investments Pty Ltd in respect to the fifth advance of AUD$250,000 under the Funding Facility Agreement and in settlement for the facility draw down fee of 3% (AUD$7,550) on the fifth advance.

·       On 14 December 2017 the Company issued 1,650,000 CDIs to the Directors, at a price of $0.725 per CDI, under the Company’s Employee Securities Incentive Plan as approved by Shareholders at the Annual General Meeting held on 30 November 2017.

·       On 20 December 2017 the Company issued 6,517,142 CDIs to sophisticated investors at a price of $0.615 per CDI.

·       On 6 June 2018 the Company issued a total of 1,500,000 CDIs, at an issue price of $0.4848 per CDI, under the Company’s Employee Securities Incentive Plan as approved by Shareholders at the Annual General Meeting held on 30 November 2017.

 

Dividends Paid or Recommended

 

No dividends were declared or paid during the year and the Directors do not recommend the payment of a dividend.

 

Information on Directors

David Reeves

Non-Executive Chairman – Appointed 6 March 2014

Qualifications

Mining Engineer

Experience

Mr Reeves is a qualified mining engineer with 25 years’ experience globally.  Mr Reeves holds a First Class Honours Degree in Mining Engineering from the University of New South Wales, a Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia and a First Class Mine Managers Certificate of Competency. 

Interest in CDIs and Options

4,020,244 CDIs

1,000,000 Options, 16.6 cents, expire 17 August 2020

542,651 Class B Performance Shares

Special Responsibilities

Member of all the Committees

Directorships held in other listed entities

Director of Keras Resources Plc (AIM)

Managing Director of Calidus Resources Limited (ASX)

Keith Coughlan

Managing Director (CEO) – Appointed 6 September 2013

Qualifications

BA

Experience

Mr Coughlan has almost 30 years’ experience in stockbroking and funds management.  He has been largely involved in the funding and promoting of resource companies listed on ASX, AIM and TSX.  He has advised various companies on the identification and acquisition of resource projects and was previously employed by one of Australia’s then largest funds management organizations.

Interest in CDIs and Options

9,350,000 CDIs

2,000,000 Options, 16.6 cents, expire 17 August 2020

Special Responsibilities

Member of Audit and Risk Committee

Member of Nomination Committee

Directorships held in other listed entities

Non-Executive Director of Calidus Resources Limited

Non-Executive Director of Southern Hemisphere Mining Limited

Mr Coughlan previously held the position of Non-Executive Chairman of Talga Resources Limited from 17 September 2013 to 8 February 2017.

 

Richard Pavlik

Executive Director – Appointed 27 June 2017

Qualifications

Masters Degree in Mining Engineer

Experience

Mr Pavlik is the General Manager of Geomet sro, the Company’s wholly owned Czech subsidiary, and is a highly experienced Czech mining executive. Mr Pavlik holds a Masters Degree in Mining Engineer from the Technical University of Ostrava in Czech Republic. He is the former Chief Project Manager and Advisor to the Chief Executive Officer at OKD. OKD has been a major coal producer in the Czech Republic. He has almost 30 years of relevant industry experience in the Czech Republic. Mr Pavlik also has experience as a Project Analyst at Normandy Capital in Sydney as part of a postgraduate program from Swinburne University. Mr Pavlik has held previous senior positions within OKD and New World Resources as Chief Engineer, and as Head of Surveying and Geology. He has also served as the Head of the Supervisory Board of NWR Karbonia, a Polish subsidiary of New World Resources (UK) Limited. He has an intimate knowledge of mining in the Czech Republic.

Interest in CDIs and Options

300,000 CDIs

400,000 Options, 58 cents, expire 3 June 2020

Special Responsibilities

Nil

Directorships held in other listed entities

Nil

Kiran Morzaria

Non-Executive Director – Appointed 10 December 2015

Qualifications

Bachelor of Engineering (Industrial Geology) from the Camborne School of Mines and an MBA (Finance) from CASS Business School

Experience

Mr Morzaria has extensive experience in the mineral resource industry working in both operational and management roles.  He spent the first four years of his career in exploration, mining and civil engineering before obtaining his MBA.  Mr Morzaria has served as a director of a number of public companies in both an executive and non-executive capacity. 

Interest in CDIs and Options

Mr Morzaria is a director and chief executive of Cadence Minerals Plc which owns 27,846,470 CDIs.  Mr Morzaria has 200,000 direct interest in CDIs.

Special Responsibilities

Member of Audit and Risk Committee

Member of Remuneration Committee

Directorships held in other listed entities

Chief Executive Officer and Director of Cadence Minerals plc and Director of UK Oil & Gas plc.  Mr Morzaria was previously a Director of Bacanora Minerals plc.

 

Director Meetings

 

The number of Directors’ meetings and meetings of Committees of Directors held during the year and the number of meetings attended by each of the Directors of the Company during the year is:

 

Directors’ Meetings

Name

Number attended

Number eligible to attend

David Reeves

4

4

Keith Coughlan

4

4

Richard Pavlik

3

4

Kiran Morzaria

4

4

 

Indemnifying officers or auditor

 

During or since the end of the financial year the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows:

i.    The Company has entered into agreements to indemnify all Directors and provide access to documents, against any liability arising from a claim brought by a third party against the Company. The agreement provides for the Company to pay all damages and costs which may be awarded against the Directors.

ii.   The Company has paid premiums to insure each of the Directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of Director of the Company, other than conduct involving a willful breach of duty in relation to the Company. Under the terms and conditions of the insurance contract, the nature of the liabilities insured against and the premium paid cannot be disclosed.

iii. No indemnity has been paid to auditors.

 

CDIs under option

 

Unissued CDIs of European Metals Holdings Limited under option at the date of this report is as follows:

 

         Expiry date   

Exercise Price

Number under option

17 August 2020

16.6 cents

3,750,000

3 January 2020

58.0 cents

400,000

 

No person entitled to exercise the option has or has any right by virtue of the option to participate in any share issue of any other body corporate. No options were exercised during the year or to the date of this report (2017: 2,500,000 options receiving $540,000).

 

Performance Shares

As at the date of this report, 5,000,000 Class B Performance Shares were issued to the original vendors of the Cinovec Project in replacement of the Class B performance shares issued to them in 2014 as approved by Shareholders at Annual General Meeting held 18 November 2016.

 

 

CDIs Issued Under Employee Securities Incentive Plan

 

On 14 December 2017, the Company issued 1,650,000 Loan CDIs to the Directors under the Company’s Employee Securities Incentive Plan as approved by Shareholders at the Annual General Meeting held on 30 November 2017, of which Mr Keith Coughlan was entitled for 850,000 Loan CDIs , Mr David Reeves was entitled for 300,000 Loan CDIs, Mr Richard Pavlik was entitled for 300,000 Loan CDIs and Mr Kiran Morzaria was entitled for 200,000 Loan CDIs respectively. A value of $1,149,653 has been attributed to the Loan CDIs has been fully expensed.

 

In consideration of retaining key quality employees of European Metals, on the 6 June 2018 the Company issued 1,500,000 Loan CDIs under the Employee Securities Incentive Plan during the year ended 30 June 2018 of which 1,400,000 Loan CDIs were issued to key management personnel.  An interest free loan for the full amount to purchase the employee securities will be made available to the employee.

 

Environmental Regulations

 

The Group’s operations are subject to the environmental risks inherent in the mining industry.

 

Proceedings on Behalf of the Company

 

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.

 

The Company was not a party to any such proceedings during the year.

 

Non-audit Services

 

Stantons International has not provided any non-audit services during the year.

 

Significant events after the reporting date

 

At the meeting of the Board held on 15 August 2018 the Board noted that the terms and conditions of the Performance B shares are incorrect.  At this meeting it was agreed that the corrected terms and conditions of the Performance B shares be put to Shareholders for approval at the upcoming Annual General Meeting.

 

Except for the matters noted above there have been no other significant events arising after the reporting date.

 

Auditor’s Independence Declaration

 

The auditor’s independence declaration for the year ended 30 June 2018 has been received and can be found on page 20 of the financial report.

 

 

REMUNERATION REPORT (AUDITED)

 

This report details the nature and amount of remuneration for each Director of the Company, and Key Management Personnel. The directors are pleased to present the remuneration report which sets out the remuneration information for European Metals Holdings Limited’s non-executive directors, executive directors and other key management personnel.

 

A. Principles used to determine the nature and amount of remuneration 

 

The remuneration policy of the Group has been designed to align Director and management objectives with shareholder and business objectives by providing a fixed remuneration component, and offering specific long-term incentives based on key performance areas affecting the Group financial results. The Board of the Company believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best management and Directors to run and manage the Group, as well as create goal congruence between Directors, Executives and shareholders.

 

The Board’s policy for determining the nature and amount of remuneration for Board members and Senior Executives of the Group is as follows:

 

The remuneration policy, setting the terms and conditions for the Executive Directors and other Senior Executives, was developed by the Board. All Executives receive a base salary (which is based on factors such as length of service and experience), superannuation, options and performance incentives. The Board reviews Executive packages annually by reference to the Group’s performance, executive performance, and comparable information from industry sectors and other listed companies in similar industries.

 

Executives are also entitled to participate in the employee share and option arrangements.

 

All remuneration paid to Directors and Executives is valued at the cost to the Group and expensed. 

 

The Board policy is to remunerate Non-executive Directors at commercial market rates for comparable companies for time, commitment, and responsibilities. The Board determines payments to the Non-executive Directors and reviews their remuneration annually based on market practice, duties, and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Non-executive Directors is subject to approval by shareholders at the Annual General Meeting. Fees for Non- Executive Directors are not linked to the performance of the Group. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold CDIs in the Company.

 

The remuneration policy has been tailored to increase the direct positive relationship between shareholders’ investment objectives and Directors’ and Executives’ performance. Currently, this is facilitated through the issue of options to the majority of Directors and Executives to encourage the alignment of personal and shareholder interests. The Company believes this policy will be effective in increasing shareholder wealth. For details of Directors’ and Executives’ interests in CDIs, options and performance shares at year end, refer to the remuneration report.

 

B. Details of Remuneration

 

Details of the nature and amount of each element of the emoluments of each of the KMP of the Company (the Directors) for the year ended 30 June 2018 and 30 June 2017 are set out in the following tables:

 

The maximum amount of remuneration for non-executive directors is $300,000 as approved by shareholders.

2018

Group Key Management Personnel

Short-term benefits

Post-

employment

benefits

Long-term benefits

Equity-settled share-based payments

Total

% of remuneration as share based payments

Salary, fees and leave

Profit share and bonuses

Non-monetary

Other 1

Super-
annuation

Other

Equity 2

Options 3

Directors

$

$

$

$

$

$

$

$

$

David Reeves

36,000

17,000

209,028

262,028

80%

Keith Coughlan

240,000

22,800

592,245

855,045

69%

Kiran Morzaria

24,000

139,352

163,352

85%

Richard Pavlik

159,542

209,028

58,388

426,958

63%

Key Management Personnel

James Carter

30,125

19,833

2,862

52,820

Neil Meadows

76,083

7,228

6,228

89,539

17%

565,750

36,833

32,890

1,155,881

58,388

1,849,742

2017

Group Key Management Personnel

Short-term benefits

Post-

employment

benefits

Long-term benefits

Equity-settled share-based payments

Total

% of remuneration as share based payments

Salary, fees and leave

Profit share and bonuses

Non-monetary

Other 1

Super-
annuation

Other

Equity

Options

Directors

$

$

$

$

$

$

$

$

$

David Reeves

36,000

60,000

96,000

0%

Keith Coughlan

230,000

21,850

251,850

0%

Kiran Morzaria

24,000

24,000

0%

Richard Pavlik 4

73,675

29,559

103,234

29%

Pavel Reichl 5

24,000

120,251

144,251

0%

387,675

180,251

21,850

29,559

619,335

Notes:

1.     Consulting services of Company Non-Executive Director (David Reeves) and the Company which he controls, Wilgus Investments Pty Ltd. The amounts billed related to this consulting service amounted to $17,000 (2017: $60,000) based on normal market rates and the amount outstanding at reporting date was nil (2017: nil).

Consulting services of Company Non-Executive Director (Pavel Reichl) and the Company which he controls, Orex consultant S.R.O. The amounts billed related to this consulting service amounted to $nil (2017: $120,251) based on normal market rates and the amount outstanding at reporting date was nil (2017: nil).

Consulting services of Mr Carter and the Company which he controls Stillwater Resources Group Pty Ltd (Stillwater) to provide Chief Financial Officer services to the Company.  The amounts billed related to his consulting service amounted to $19,833 (2017L nil) based on normal market rates and the amount outstanding at reporting date was nil (2017: nil)

2.     Loan CDIs are treated similar to options and value is an estimate calculated using an appropriate mathematical formula based on Black-Scholes option pricing model. The amount disclosed as part of remuneration for the financial year is the amount expensed over the vesting period.

3.     The value of the options granted to key management personnel as part of their remuneration is calculated as at the grant date using the Black and Scholes. The amount disclosed as part of remuneration for the financial year is the amount expensed over the vesting period.

4.     Balance at the end of year represents Non-Executive Director and Key Management Personnel remuneration from 3 January 2017.

5.     Total for the year represents Non-executive Director remuneration to date of resignation on 27 June 2017.

 

C. Service Agreements

 

It was formally agreed at a meeting of the directors that the following remuneration be established; there are no formal notice periods, leave accruals or termination benefits payable on termination.

 

Mr Keith Coughlan, Managing Director, to receive a salary of $200,000 per annum plus SGC of 9.5% for the period 1 July 2016 to 31 March 2017 and a salary of $240,000 per annum plus SGC of 9.5% from 1 April 2017.

 

Mr James Carter, Chief Financial Officer, to receive a salary of $72,300 per annum plus SGC of 9.5% from 1 February 2018.

 

Mr Neil Meadows, Chief Operating Officer, to receive a salary of $220,000 per annum plus SGC of 9.5% from 20 February 2018.

 

D. Share-based compensation

 

In consideration of retaining key quality employees of European Metals, the Company issued 3,050,000 Loan CDIs to KMP under the Employee Securities Incentive Plan during the year ended 30 June 2018.

 

30 June 2018

Loan CDIs Grant Details

Exercised

Lapsed

 

Balance at End of Year

Grant Date

No.

Value

No.

Value

No.

Value

No

No.

Value

$

$

$

Vested

Not Vested

$

Group KMP

David Reeves

30 Nov 2017

300,000

209,028

300,000

209,028

Keith Coughlan

30 Nov 2017

850,000

592,245

850,000

592,245

Richard Pavlik

30 Nov 2017

300,000

209,028

300,000

209,028

Kiran Morzaria

30 Nov 2017

200,000

139,352

200,000

139,352

James Carter

6 June 2018

400,000

106,550

400,000

106,550

Neil Meadows

6 June 2018

1,000,000

266,376

1,000,000

266,376

3,050,000

1,522,579

1,650,000

1,400,000

1,522,579

 

Employee Securities Incentive Plan

 

Key quality employees of European Metals were issued 3,050,000 CDIs under the Employee Securities Incentive Plan. The terms of the employee securities were as follows:

·        Employee securities had the following issue price:

o   $0.725 per CDI for 1,650,000 CDIs

o   $0.4848 per share for 1,400,000 CDIs

·        The employee must remain employed by a member of the Group for one year after the date the employee securities are issued

·        1,650,000 of the employee securities are held in a voluntary holding lock for a period of 12 months from the date of issue, until 14 December 2018

·        1,400,000 of the employee securities are held in a voluntary holding lock until 26 February 2019

·        An interest free loan for the full amount to purchase the employee securities will be made available to the employee. The terms of the loan were as follows:

o   The Company agrees to lend the amount equal to the issue price multiplied by the number of employee securities

o   The employee can repay the balance outstanding on the loan at any time

o   The loan is interest free

o   The outstanding amount of the loan will become payable on the earliest of:

§  The repayment date for 1,650,000 CDIs – 15 years after the date of loan advance

§  The repayment date for 1,400,000 CDIs – 7 years after the date of loan advice

§  The employee securities being sold

§  The employee becoming insolvent

§  The employee ceasing to be an employee

§  The employee securities being acquired by a third party by way of an amalgamation, arrangement or formal takeover bid

o   The employee may not repay the balance outstanding on the loan in respect of the employee securities which are in voluntary holding lock.

 

E. Options issued as part of remuneration for the year ended 30 June 2018

 

No options were issued as part of the remuneration for the year ended 30 June 2018.

 

F. Options issued as part of remuneration for the year ended 30 June 2017

 

On 3 January 2017, 400,000 options with an exercise price of $0.58 on or before the 3 January 2020 was granted to Richard Pavlik who was the general manager of Geomet S.R.O at that date. The options were valued under Black and Scholes and were recognised as a share based payment in the profit and loss. 

 

30 June 2017

Options Grant Details

Exercised

Lapsed

Balance at End of Year

Grant Date

No.

Value 1

No.

Value

No.

Value

No.

Value

$

$

$

$

Group KMP

David Reeves

Keith Coughlan

Pavel Reichl 2

Kiran Morzaria

Richard Pavlik

3 January 2017

400,000

177,352

400,000

177,352

400,000

177,352

400,000

177,352

Notes:

1.   The value of the options granted to key management personnel as part of their remuneration is calculated as at the grant date using the Black and Scholes. 250,000 of the options issued will vest at completion of the Definitive Feasibility Study and the balance will vest 12 months thereafter. The value of the options have been prorated over the vesting period, therefore, the value included in Section B of the remuneration report as at 30 June 2017 and 30 June 2018 is the prorated amount relating to that period.

2.   Pavel Reichl resigned on 27 June 2017.

 

G. Equity instruments issued on exercise of remuneration options

 

There were no equity instruments issued during the year to Directors or other KMP as a result of options exercised that had previously been granted as compensation.

 

H. Loans to Directors and Key Management Personnel 

 

Apart from the 1,650,000 Loan CDIs to Directors issued at $0.4848 and 1,400,000 Loan CDIs issued at $0.725 to Key Management Personnel, no other loans were provided. (2017: nil). 

 

I. Company performance, shareholder wealth and Directors’ and Executives’ remuneration

 

The remuneration policy has been tailored to increase the direct positive relationship between shareholders’ investment objectives and Directors’ and Executives’ performance. This will be facilitated through the issue of options to the majority of Directors and Executives to encourage the alignment of personal and shareholder interests. The Company believes this policy will be effective in increasing shareholder wealth. At commencement of mine production, performance based bonuses based on key performance indicators are expected to be introduced.

 

J. Other information

 

Options held by Key Management Personnel

The number of options to acquire CDIs in the Company held during the 2018 and 2017 reporting period by each of the Key Management Personnel of the Group; including their related parties are set out below.

 

30 June 2018

Balance at the start of the year

Granted during the year

Exercised during the year

Other changes during the year

Balance at the  end of the year

Vested and exercisable

Unvested

David Reeves

1,000,000

1,000,000

1,000,000

Keith Coughlan

2,000,000

2,000,000

2,000,000

Kiran Morzaria

Richard Pavlik

400,000

400,000

400,000

James Carter

Neil Meadows

Total

3,400,000

3,400,000

3,000,000

400,000

 

30 June 2017

Balance at the start of the year

Granted during the year

Exercised during the year

Other changes during the year

Balance at the  end of the year

Vested and exercisable

Unvested

David Reeves

1,000,000

1,000,000

1,000,000

Keith Coughlan

2,000,000

2,000,000

2,000,000

Kiran Morzaria

Richard Pavlik

400,000

400,000

400,000

Pavel Reichl 1

750,000

750,000

750,000

Total

3,750,000

400,000

4,150,000

3,750,000

400,000

Note 1: Pavel Reichl resigned on 27 June 2017.

 

Chess Depositary Interests (‘CDIs’) held by Key Management Personnel

 

The number of ordinary CDIs held in the Company during the 2018 and 2017 reporting period held by each of the Key Management Personnel of the Group; including their related parties are set out below.

 

The CDIs held directly have been obtained through the Employee Securities Incentive Plan.

2018

Name

Balance at Start of year

Granted as remuneration during the year 1

Issued on exercise of options

Other Changes during the year

Balance at end of year

David Reeves

300,000

300,000

      Indirect

3,720,244

3,720,244

Keith Coughlan

850,000

850,000

      Indirect

8,500,000

8,500,000

Kiran Morzaria

200,000

200,000

Indirect 2

26,860,756

985,714

27,846,470

Richard Pavlik

300,000

300,000

James Carter

400,000

400,000

Neil Meadows

1,000,000

1,000,000

Total

39,081,000

3,050,000

985,714

43,116,714

Notes:

1.   Issue of Loan CDIs through the Employee Securities Incentive Plan.

2.   Mr Morzaria is a director and chief executive of Cadence Minerals Plc. One 24 November 2016, Cadence Minerals Plc acquired a further 5,000,000 CDIs as part of a CDI placement to raise $2,600,000. On 17 October 2016, Cadence Minerals Plc exercised 2,000,000 listed options at 20 cents. On 20 December 2017, Cadence Minerals Plc acquired a further 985,714 CDIs as part of a CDI placement to raise approximately $4,000,000.

 

2017

Name

Balance at Start of year

Granted as remuneration during the year

Issued on exercise of options

Other Changes during the year

Balance at end of year

David Reeves

      Indirect

3,720,244

3,720,244

Keith Coughlan

      Indirect

8,500,000

8,500,000

Kiran Morzaria

Indirect 1

19,860,756

7,000,000

26,860,756

Richard Pavlik

Pavel Reichl 2

2,778,672

2,778,672

Total

34,859,672

7,000,000

41,859,672

Notes:

1.   Mr Morzaria is a director and chief executive of Cadence Minerals Plc. One 24 November 2016, Cadence Minerals Plc acquired a further 5,000,000 CDIs as part of a CDI placement to raise $2,600,000. On 17 October 2016, Cadence Minerals Plc exercised 2,000,000 listed options at 20 cents. On 20 December 2017, Cadence Minerals Plc acquired a further 985,714 CDIs as part of a CDI placement to raise approximately $4,000,000.

2.   Pavel Reichl resigned on 27 June 2017.

 

Performance Shares granted to Key Management Personnel

 

The number of B Class Performance shares held in the Company during the 2018 and 2017 reporting period held by each of the Key Management Personnel of the Group:

 

30 June 2018

Grant Details

Exercised

Lapsed

Balance at End of Year

Grant Date

No.

Value

No.

Value

No.

Value

No.

Value

$

$

$

Unvested

$

Group KMP

David Reeves

24 Nov 2016

542,651

289,932

542,651

289,932

Keith Coughlan

Richard Pavlik

Kiran Morzaria

James Carter

24 Nov 2016

514,650

274,971

514,650

274,971

Neil Meadows

1,057,301

564,903

1,057,301

564,903

 

30 June 2017

Grant Details

Exercised

Lapsed

Balance at End of Year

Grant Date

No.

Value   

No.

Value

No.

Value

No.

Value

$

$

$

Unvested

$

Group KMP

David Reeves

24 Nov 2016

542,651

289,932

542,651

289,932

Keith Coughlan

Pavel Reichl 1

24 Nov 2016

793,906

424,175

793,906

424,174

Kiran Morzaria

1,336,557

714,106

1,336,557

714,106

Note 1: Pavel Reichl resigned on 27 June 2017.

 

Description of Performance Shares

 

The terms of the B Class Performance Shares are as follows:

The 5,000,000 B Class Performance Shares will convert in accordance with the below:

(i)         1,000,000 B Class Performance Shares will convert into Shares and an equivalent number of CDIs upon the Company’s Mineral Resource at Cinovec South and Cinovec Main being entered in the State Balance. The B Class Performance Shares shall convert into the number of Shares and equivalent number of CDIs equal to 1,000,000 and divided by the greater of: (A) $0.50 per CDI; and (B) the volume weighted average price of CDIs (expressed as a decimal of $1.00) as calculated over the 5 ASX trading days prior to the date the Mineral Resource is entered. (Explanatory Note: Under Czech law a mineral resource must be registered and henceforth treated as a resource by the Czech Government before mining licenses can be granted. A mineral resource has to be calculated according to the Czech regulations, and defended in front of a committee of state certified experts);

(ii)       1,000,000 B Class Performance Shares will convert into Shares and an equivalent number of CDIs upon the issuance of the preliminary mining licenses relating to the Cinovec Project. The B Class Performance Shares shall convert into the number of Shares and equivalent number of CDIs equal to 1,000,000 and divided by the greater of: (A) $0.50 per CDI; and (B) the volume weighted average price of CDIs (expressed as a decimal of $1.00) as calculated over the 5 ASX trading days prior to the date the final preliminary mining license is issued; and

(iii)      3,000,000 B Class Performance Shares will convert into Shares and an equivalent number of CDIs upon the completing of a definitive feasibility study (DFS). For clarity, the DFS must be: (i) of a standard suitable to be submitted to a financial institution as the basis for lending of funds for the development and operation of mining activities contemplated in the study; (ii) capable of supporting a decision to mine on the Permits; and (iii) completed to an accuracy of +/- 15% with respect to operating and capital costs and display a pre-tax net present value of not less than US$250,000,000. The B Class Performance Shares shall convert into the number of Shares and equivalent number of CDIs equal to 3,000,000 and divided by the greater of: (A) $0.50 per CDI; and (B) the volume weighted average price of CDIs (expressed as a decimal of $1.00) as calculated over the 5 ASX trading days prior to date of receipt of the completed DFS,

(together the Milestones and each a Milestone).  For the avoidance of doubt, the number of Shares and equivalent number of CDIs which will be issued on conversion of the B Class Performance Shares will not exceed a ratio of 1 for 1.

(iv)       If the Milestone is not achieved or the Change of Control Event does not occur by the required date, then each B Class Performance Share held by a Holder will be automatically redeemed by the Company for the sum of $0.000001 within 10 ASX trading days of non-satisfaction of the Milestone.

 

At the meeting of the Board held on 15 August 2018 the Board noted that the terms and conditions of the Performance B shares require a correction. The correction to the terms and conditions of the Performance B shares are to be put to Shareholders for approval at the upcoming Annual General Meeting with details to be provided in the Notice of Meeting.

 

Other transactions with Key Management Personnel

 

Purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. The Group acquired the following services from entities that are controlled by members of the Group’s KMP:

 

Some Directors or former Directors of the Group hold or have held positions in other companies, where it is considered they control or significantly influence the financial or operating policies of those entities. During the year, the following entities provided corporate services and rental to the Group. Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

 

Entity

Nature of transactions

Key Management Personnel

Total Transactions

Payable Balance

2018

$

2017

$

2018

$

2017

$

Wilgus Investments Pty Ltd

Rental

David Reeves

59,000

32,300

6,270

 

During the first half of the year, Mr. David Reeves loaned $200,000 to the Company for a short term period which bore no interest.  The full amount was repaid during that period.

 

There were no other transactions with Key Management Personnel during the financial year.

 

End of Remuneration Report

 

Signed in accordance with a resolution of the Board of Directors.

 

 

 

Keith Coughlan

MANAGING DIRECTOR

Dated at 28 September 2018

 

 

AUDITOR’S INDEPENDENCE DECLARATION

 

 

28 September 2018

 

Board of Directors

European Metals Holdings Limited

Suite 12, Level 1

11 Ventnor Avenue

WEST PERTH WA 6005

 

Dear Directors

 

RE:       European Metals Holdings Limited

 

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of European Metals Holdings Limited.

 

As the Audit Director for the audit of the financial statements of European Metals Holdings Limited for the year ended 30 June 2018, I declare that to the best of my knowledge and belief, there have been no contraventions of:

 

(i)       the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

 

(ii)      any applicable code of professional conduct in relation to the audit.

 

Yours sincerely

 

STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD

(Trading as Stantons International)

(An Authorised Audit Company)

 

Samir R Tirodkar

Director

 

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2018

 

Note

30 June 2018

30 June 2017

$

$

Revenue – interest income

1,599

12,622

Other income

645,554

174,305

Professional fees

(944,334)

(237,065)

Audit fees

6

(33,175)

(31,266)

Directors’ fees

(60,000)

(62,645)

Share based payments

16

(1,216,018)

(3,077,218)

Advertising and Promotion

(94,951)

(28,116)

Employees’ benefits

(580,751)

(300,914)

Travel and accommodation

(187,683)

(99,464)

Office and rent expense

(83,470)

(58,738)

Insurance expense

(46,777)

(14,923)

Impairment expense

(1,880,742)

(55)

Share registry expense

(154,844)

(115,611)

Depreciation expense

(1,945)

(242)

Other expenses 

(17,672)

(306,542)

Loss before income tax

(4,655,209)

(4,145,872)

Income tax expense

3

Loss for the year

(4,655,209)

(4,145,872)

Other comprehensive income

Items that may be reclassified subsequently to profit or loss – exchange differences on translating foreign operations

517,841

238,343

Other comprehensive income/(loss) for the year, net of tax

517,841

238,343

Total comprehensive loss for the year

(4,137,368)

(3,907,529)

Net Loss attributable to:

members of the parent entity

(4,655,209)

(4,145,872)

(4,655,209)

(4,145,872)

Total Comprehensive loss attributable to:

members of the parent entity

(4,137,368)

(3,907,529)

(4,137,368)

(3,907,529)

Basic and diluted loss per CDI (cents)

7

(3.43)

(3.28)

 

The above statement should be read in conjunction with the accompanying notes.

                                                                        

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018

 

Note

2018

$

2017

$

CURRENT ASSETS

Cash and cash equivalents

8

2,223,109

446,112

Other receivables

9

32,640

236,103

Other assets

10

11,982

37,605

TOTAL CURRENT ASSETS

2,267,731

719,820

NON-CURRENT ASSETS

Property, plant and equipment

11

372,997

349,024

Exploration and evaluation expenditure

12

10,169,177

9,752,757

Intangible assets

6,056

5,679

TOTAL NON-CURRENT ASSETS

10,548,230

10,107,460

TOTAL ASSETS

12,815,961

10,827,280

CURRENT LIABILITIES

Trade and other payables

13

342,214

332,250

Provisions – employee entitlements

74,649

TOTAL CURRENT LIABILITIES

416,863

332,250

TOTAL LIABILITIES

416,863

332,250

NET ASSETS

12,399,098

10,495,030

EQUITY

Issued capital

14

20,413,074

15,587,656

Reserves

15

5,147,304

3,413,445

Accumulated losses

(13,161,280)

(8,506,071)

TOTAL EQUITY

12,399,098

10,495,030

 

The above statement should be read in conjunction with the accompanying notes.

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018

 

Issued   Capital

Share Based Payment Reserve

Foreign Currency Translation Reserve

Accumulated

Losses

 

Total

$

$

$

$

$

 

Balance at 1 July 2016

11,674,141

557,246

87,301

(4,360,199)

7,958,489

Loss attributable to members of the Company

(4,145,872)

(4,145,872)

Other comprehensive loss

238,343

238,343

Total comprehensive loss for the year

238,343

(4,145,872)

(3,907,529)

Transactions with owners, recognised directly in equity

CDIs issued during the year, net of costs

3,913,515

(546,663)

3,366,852

Equity based payments

3,077,218

3,077,218

Balance at 30 June 2017

15,587,656

3,087,801

325,644

(8,506,071)

10,495,030

Balance at 1 July 2017

15,587,656

3,087,801

325,644

(8,506,071)

10,495,030

Loss attributable to members of the Company

(4,655,209)

(4,655,209)

Other comprehensive loss

517,841

517,841

Total comprehensive loss for the year

517,841

(4,655,209)

(4,137,368)

Transactions with owners, recognised directly in equity

CDIs issued during the year, net of costs

4,825,418

4,825,418

Equity based payments

58,386

58,386

CDI’s issued pursuant to loan plan

1,157,632

1,157,632

Balance at 30 June 2018

20,413,074

4,303,819

843,485

(13,161,280)

12,399,098

 

The above statement should be read in conjunction with the accompanying notes

 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2018

 

Note

30 June 2018

$

30 June 2017

$

CASH FLOWS FROM OPERATING ACTIVITIES

Payments to suppliers and employees

(1,658,465)

(1,085,804)

Interest received

1,599

12,622

R&D Rebate

820,647

Net cash (used in) operating activities

17

(836,219)

(1,073,182)

 

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for exploration and evaluation expenditure

(2,190,590)

(4,641,232)

Payments for property, plant and equipment

(4,436)

(352,361)

Net cash (used in) investing activities

(2,195,026)

(4,993,593)

 

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of CDIs

5,018,667

3,530,000

Proceeds from related party

200,000

Repayment of related party

(200,000)

Capital raising costs paid

(212,674)

(163,150)

Net cash from financing activities

4,805,993

3,366,850

Net increase/(decrease) in cash and cash equivalents

1,774,748

(2,699,925)

Cash and cash equivalents at the beginning of the financial year

446,112

3,134,661

Change in foreign currency held

2,249

11,376

Cash and cash equivalents at the end of financial year

2,223,109

446,112

 

The above statement should be read in conjunction with the accompanying notes.

 

 

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018

 

NOTE 1:  STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)

Basis of preparation

These consolidated financial statements and notes represent those of European Metals Holdings Limited (“the Company”) and Controlled Entities (the “Consolidated Group” or “Group”). The separate financial statements of the parent entity, European Metals Holdings Limited, have not been presented within this financial report as is permitted by Corporations Act 2001.

The financial statements are general purpose financial statements, which have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Boards (AASB) and the Corporations Act 2001. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards.

The accounting policies detailed below have been adopted in the preparation of the financial report. Except for cash flow information, the financial statements have been prepared on an accrual basis and are based on historical cost, modified, where applicable, by the measurement at fair values of selected non-current assets, financial assets and financial liabilities. 

 

The Group is a listed public company, incorporated in the British Virgin Islands and registered in Australia.

(i)

Accounting policies

The Group has consistently applied the following accounting policies to all periods presented in the financial statements. The Group has considered the implications of new and amended Accounting Standards applicable for annual reporting periods beginning after 1 January 2017 but determined that their application to the financial statements is either not relevant or not material.

(ii)

Statement of Compliance

The financial report was authorised for issue on 28 September 2018.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in the financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards as issued by the IASB.

(iii)

Going Concern

The directors have prepared the financial statements on going concern basis, which contemplates continuity of normal business activities and the realisation of assets and extinguishment of liabilities in the ordinary course of business.

At 30 June 2018, the consolidated entity comprising the Company and its subsidiaries has incurred a loss for the year amounting to $4,655,209. The Consolidated entity has a net working capital of $1,850,868, current liabilities of $416,863 and cash and cash equivalents of $2,223,109.

The directors consider these funds, combined with additional funds from any capital raising to be sufficient for planned expenditure on the mineral project for the ensuing 12 months as well as for corporate and administrative overhead costs. The directors also believe that they have the capacity to raise additional capital should that become necessary. For these reasons, the directors believe the going concern basis of preparation is appropriate.

(iv)

Critical accounting estimates and judgements

The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the estimated fair value of the equity instruments at the date at which they are granted. These are expensed over the estimated vesting periods.

 

(iv)

Critical accounting estimates and judgements (continued)

Impairment of capitalised exploration and evaluation expenditure

The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale.

Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which this determination is made.

Recognition of deferred tax assets

Deferred tax assets relating to temporary differences and unused tax losses have not been recognised as the Directors are of the opinion that it is not probable that future taxable profit will be available against which the benefits of the deferred tax assets can be utilised.

(b)

Income Tax

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date.  Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.

Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available.  No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date.  Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur.  Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

(c)

Impairment of assets

At the end of each reporting period the Group assesses whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount in which case the impairment loss is treated as a revaluation decrease.

An assessment is also made at each reporting period as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(d)

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities in the Statement of Financial Position.

(e)

Revenue

Interest

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

(f)

Goods and Services Tax (GST)

Revenues, expenses, and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the Statement of Financial Position are shown inclusive of GST.

Cash flows are presented in the Statement of Cash Flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

(g)

Trade and other receivables

Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method, less any allowance for impairment. Trade receivables are generally due for settlement within 30 days. Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by reducing the carrying amount directly.  An allowance account is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original contractual terms. Factors considered by the Group in making this determination include known significant financial difficulties of the debtor, review of financial information and significant delinquency in making contractual payments to the Group.

The impairment allowance is set equal to the difference between the carrying amount of the receivable and the present value of estimated future cash flows, discounted at the original effective interest rate. Where receivables are short-term discounting is not applied in determining the allowance.

The amount of the impairment loss is recognised in the profit and loss within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the profit and loss.

(h)

Finance Income and Finance Costs

Finance income comprises interest income on funds invested (including available-for-sale financial assets), dividend income, gains on the disposal of available-for-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss, and gains on hedging instruments that are recognised in profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective interest method.

(i)

Government Grants

An unconditional government grant is recognised in profit or loss as other income when the grant becomes receivable. Grants that compensate the Group for expenses incurred are recognised in profit or loss as other income on a systematic basis in the same period in which the expenses are recognised.

Research and development tax incentives are recognised in the statement of profit or loss when received or when the amount to be received can be reliably estimated.

(j)

Employee Benefits

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Other long-term employee benefits

Provision is made for the liability due to employee benefits arising from services rendered by employees to the reporting date. Employee benefits expected to be settled within one year together with benefits arising out of wages and salaries, sick leave and annual leave which will be settled after one year, have been measured at their nominal amount. Other employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

Contributions made to defined employee superannuation funds are charged as expenses when incurred.

(k)

Exploration and Evaluation Assets

Exploration and evaluation costs, including costs of acquiring licenses, are capitalised as exploration and evaluation assets on an area of interest basis. Costs of acquiring licences which are pending the approval of the relevant regulatory authorities as at the date of reporting are capitalised as exploration and evaluation cost if in the opinion of the Directors it is virtually certain the Group will be granted the licences.

Exploration and evaluation assets are only recognised if the rights of tenure to the area of interest are current and either:

(a)   The expenditures are expected to be recouped through successful development and exploitation of the area of interest, or

(b)   Activities in the area of interest have not at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are assessed for impairment when:

(i)    Sufficient data exists to determine technical feasibility and commercial viability, and

(ii)   Facts and circumstances suggest that the carrying amount exceeds the recoverable amount (see impairment accounting policy in Note 1(c). For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which exploration activity relates. The cash generating unit shall not be larger than the area of interest.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified from intangible assets to mining property and development assets within property, plant and equipment.

(l)

Financial Instruments

Initial recognition and measurement

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the Group becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention.

Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.

Financial assets at fair value through profit and loss

Financial assets are classified at “fair value through profit or loss” when they are held for trading for the purpose of short term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a Group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying amount being included in profit or loss.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.  Such assets are recognised initially at fair value plus any directly attributable transaction costs.  Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period. All other loans and receivables are classified as non-current assets.

 (l)

Financial Instruments (continued)

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group’s intention to hold these investments to maturity.  Such assets are recognised initially at fair value plus any directly attributable transaction costs.  They are subsequently measured at amortised cost using the effective interest rate method, less any impairment losses.

Held-to-maturity investments are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. All other investments are classified as current assets.

If during the period the Group sold or reclassified more than an insignificant amount of the held-to-maturity investments before maturity, the entire held-to-maturity investments category would be tainted and reclassified as available-for-sale.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign exchange gains and losses on available-for-sale monetary items, are recognised as a separate component of equity.  When an investment is derecognised, the cumulative gain or loss in equity is transferred to profit and loss. Available-for-sale financial assets are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. All other available-for-sale financial assets are classified as current assets.

Financial liabilities

Non-derivative financial liabilities are recognised initially at fair value plus any directly attributable transaction costs.  Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest rate method.

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models.

Derecognition

Financial assets are derecognised where the contractual rights to cash flow expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset.  Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired.  The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

(m)

Trade and other payables

Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial period that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.  Trade and other payables are presented as current liabilities unless payment is not due within 12 months.

(n)

Earnings Per CDI

Basic earnings per CDI

Basic earnings per CDI is determined by dividing the profit or loss attributable to ordinary shareholders of the Company, by the weighted average number of CDIs outstanding during the period, adjusted for bonus elements in CDIs issued during the period.

Diluted earnings per CDI

Diluted earnings per CDI adjusts the figure used in the determination of basic earnings per CDI to take into account the after income tax effect of interest and other financial costs associated with dilutive potential CDIs and the weighted average number of CDIs assumed to have been issued for no consideration in relation to dilutive potential CDIs, which comprise convertible notes and CDI options granted.

(o)

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in income in the period in which they are incurred.

(p)

Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.  Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability.

(q)

Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. Operating segments’ results are reviewed by the Group’s Managing Director to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

(r)

CDI based payments

The grant date fair value of CDI-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do not meet the related service and non-market performance conditions at the vesting date. For CDI-based payment awards with non-vesting conditions, the grant date fair value of the CDI-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

Loan CDIs are treated similar to options and value is an estimate calculated using an appropriate mathematical formula based on Black-Scholes option pricing model.  The choice of models and the resultant Loan CDI value require assumptions to be made in relation to the likelihood and timing of the vesting of the Loan CDIs and the value and volatility of the price of the underlying shares.

(s)

Foreign Currency Transactions and Balances

Functional and presentation currency

The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.

Transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in Profit or Loss, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in other comprehensive income; otherwise the exchange difference is recognised in Profit or Loss.

Group companies

The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows:

  • Assets and liabilities are translated at year end exchange rates prevailing at the end of the reporting period;
  • Income and expenses are translated at average exchange rates for the period; and
  • Retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations recognised in the other comprehensive income and included in the foreign currency translation reserve in the Statement of Financial Position. These differences are reclassified into Profit or Loss in the period in which the operation is disposed.

(t)

Issued capital

CDIs are classified as equity. Incremental costs directly attributable to the issue of new CDIs or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new CDIs or options for the acquisition of a new business are not included in the cost of acquisition as part of the purchase consideration. 

(u)

Principles of Consolidation

The consolidated financial statements incorporate all of the assets, liabilities and results of the parent European Metals Holdings Limited and all of the subsidiaries. Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of the subsidiaries is provided in Note 20.

The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non-controlling interests”. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income.

 

NOTE 2:  DETERMINATION OF FAIR VALUES

 

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

 

CDI-based payment transactions

The fair value of the employee CDI options and the share appreciation right is measured using the Black-Scholes formula. Measurement inputs include CDI price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.

 

Note 3: INCOME TAX

30 June 2018

30 June 2017

$

$

(a) Income tax expense

Current tax

Deferred tax

Deferred income tax expense included in income tax expense comprises:

(Increase) in deferred tax assets

Increase in deferred tax liabilities

 (b) Reconciliation of income tax expense to prima facie tax payable

Net loss before tax

(4,655,209)

(4,145,872)

Prima facie tax on operating loss at 27.5% (2017: 27.5%)

(1,280,182)

(1,140,115)

Add / (Less): Non-deductible items

-Impairments

517,204

-Legal fees

23,468

36,315

-Share-based payments

334,405

846,235

-Other

72,748

146,455

Current year tax loss not recognised

332,357

111,110

Income tax attributable to operating loss

The applicable weighted average effective tax rates are as follows:

Nil%

Nil%

Balance of franking account at year end

Nil

Nil

a.      Deferred tax assets

Tax losses

706,261

174,490

Accruals

4,950

4,538

Capital raising costs

92,336

Provisions

20,529

Unrecognised deferred tax asset

731,740

271,364

Set-off deferred tax liabilities

(36,274)

Net deferred tax assets

695,466

271,364

Deferred tax liabilities

Exploration expenditure

(35,295)

Property, plant and equipment

(979)

(36,274)

Set-off deferred tax assets

36,274

Net deferred tax liabilities

Tax losses

Unused tax losses for which no deferred tax asset has been recognised

2,568,222

634,510

 

 

Note 3: INCOME TAX (continued)

 

The Company is registered in the British Virgin Islands (BVI) and the Company is a tax resident of Australia. The unused tax losses are representative of losses incurred in Australia.

 

There are currently no withholding taxes or exchange control regulations in the BVI applicable to the Company. The Company is subject to the taxation regulations of the Czech Republic where it currently holds mining license via Geomet S.R.O, and also to UK taxation regulations in respect of European Metals (UK) Limited.

 

NOTE 4:  RELATED PARTY TRANSCTIONS

 

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

 

Other than transactions with Key Management Personnel and their related entities (refer Note 5), there were no other related party transactions during the year.

 

NOTE 5:  KEY MANAGEMENT PERSONNEL COMPENSATION

 

Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable to each member of the Group’s key management personnel (KMP) for the year ended 30 June 2018 and 30 June 2017.

 

The totals of remuneration paid to KMP during the year are as follows:

2018

$

2017

$

Short-term benefits

565,750

387,675

Post-employment benefits

32,890

21,850

Equity settled

1,214,269

29,559

Other payments

36,833

180,251

1,849,742

619,335

 

Loans to Key Management Personnel

 

Apart from Loan CDIs issued to Directors 1,650,000 and Key Management Personnel 1,400,000, there were no other loans to Key Management Personnel during the financial year. The deemed value of the Loan issued to directors was $1,198,250 based on an issue price of $0.725 per Loan CDI and the deemed value of the loans issued to other key management personnel was $678,720 based on the issue price of $0.4848 per Loan CDI.

 

Other transactions with Key Management Personnel

Purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. The Group acquired the following services from entities that are controlled by members of the Group’s KMP:

 

Some Directors or former Directors of the Group hold or have held positions in other companies, where it is considered they control or significantly influence the financial or operating policies of those entities. During the year, the following entities provided corporate services and rental to the Group. Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

 

Entity

Nature of transactions

Key Management Personnel

Total Transactions

Payable Balance

2018

$

2017

$

2018

$

2017

$

Wilgus Investments Pty Ltd

Rental

David Reeves

59,000

32,300

6,270

 

During the first half of the year, Mr. David Reeves loaned $200,000 to the Company for a short term period which beared no interest.  The full amount was repaid during that period.

There were no other transactions with Key Management Personnel during the financial year.

 

 

 

NOTE 6: AUDITOR’S REMUNERATION

2018

$

2017

$

Details of the amounts paid to the auditor of the Group, Stantons International Audit and

Consulting Pty Ltd for audit and non-audit services provided during the year are set out below:

 

Auditor’s services

Audit and review of financial report

33,175

31,266

 

NOTE 7: BASIC AND DILUTED LOSS PER CDI

 

2018

2017

Basic and diluted loss per CDI (cents)

(3.43)

(3.28)

Loss attributable to members of European Metals Holdings Limited

(4,655,209)

(4,145,872)

Weighted average number of CDI outstanding during the year

135,979,290

126,508,202

 

The Group is in a loss making position and it is unlikely that the conversion to, calling of, or subscription for, CDI capital in respect of potential CDIs would lead to diluted earnings per CDI that shows an inferior view of the earnings per CDI. For this reason, the diluted losses per CDI for the year ended 30 June 2018 are the same as basic loss per CDI.

 

NOTE 8: CASH AND CASH EQUIVALENTS

2018

$

2017

$

Cash at bank

2,223,109

446,112

Total cash and cash equivalents in the Statement of Cash Flows

2,223,109

446,112

 

NOTE 9: OTHER RECEIVABLES

2018

$

2017

$

CURRENT

GST and VAT Receivable

34,526

58,932

Other receivables

(1,886)

177,171

32,640

236,103

NOTE 10: OTHER ASSETS

2018

$

2017

$

Current

Prepayments

11,982

37,605

11,982

37,605

 

NOTE 11: PROPERTY, PLANT AND EQUIPMENT

2018

$

2017

$

Land at cost

352,660

330,554

Buildings at cost

5,848

5,481

Less accumulated depreciation

(427)

(118)

5,421

5,363

Plant and equipment at cost                                                      

18,641

17,812

Less accumulated depreciation

(3,725)

(4,705)

14,916

13,107

Total Property, Plant and Equipment at cost

377,149

353,847

Less accumulated Depreciation

(4,152)

(4,823)

Total Property, Plant and Equipment

372,997

349,024

Reconciliation

Reconciliation of the carrying amounts set out below.

Opening Property, Plant and Equipment

349,024

Additions

5,444

353,847

Disposals

(1,411)

Depreciation

(4,152)

(4,823)

Foreign currency differences

24,092

Carrying amount at the end of the year

372,997

349,024

 

NOTE 12: EXPLORATION AND EVALUATION EXPENDITURE

2018

$

2017

$

Exploration at cost

Balance at the beginning of the year                                        

9,752,757

4,940,613

Acquisition of tenements

Exploration of tenements

1,772,258

4,688,558

Impairment of exploration assets

(1,880,742)

Foreign exchange movement

524,904

123,586

10,169,177

9,752,757

NOTE 13: TRADE AND OTHER PAYABLES

2018

$

2017

$

CURRENT

Trade payables

263,409

295,619

Accrued expenses

78,805

36,631

342,214

332,250

Payables are normally due for payment within 30 days.

 

NOTE 14: ISSUED CAPITAL

 

Number

$

(a) Issued and paid up capital

141,464,727 (30 June 2017: 130,333,909 CDIs)

141,464,727

20,413,074

Total issued capital

20,413,074

(b) Movements in CDIs

Date

Number

$

Balance at the beginning of the year

1 July 2016

121,417,126

11,674,141

CDI – exercise of warrants

7 October 2016

500,000

155,225

CDI – exercise of options

17 October 2016

2,000,000

400,000

CDI – exercise of warrants

22 November 2016

500,000

155,225

CDI capital raising

24 November 2016

5,000,000

2,600,000

CDI – exercise of options

1 June 2017

250,000

258,108               

CDI – exercise of options

6 June 2017

250,000

258,107

CDI capital raising

30 June 2017

416,783

297,500

Capital raising cost

(210,650)

Balance at the end of the year

30 June 2017

130,333,909

15,587,656

 

Date

Number

$

Balance at the beginning of the year

1 July 2017

130,333,909

15,587,656

CDI issue under the Funding Facility Agreement @ $0.7061 per CDI

1 August 2017

364,679

257,500

CDI issue under the Funding Facility Agreement @ $0.7327 per CDI

10 August 2017

351,448

257,505

CDI issue under the Funding Facility Agreement @ $0.685 per CDI

1 September 2017

375,905

257,495

CDI issued under the Funding Facility Agreement @ $0.693 per CDI

10 October 2017

371,644

257,550

CDI issue to Directors under the Employee Securities Incentive Plan @ $0.725 per CDI

14 December 2017

1,650,000

–             

CDI capital raising @ $0.615 per CDI

20 December 2017

6,517,142

4,008,042

CDIs issued under the Employee Securities Incentive Plan @0.4848 per CDI

6 June 2018

1,500,000

Capital raising cost

(212,674)

Balance at the end of the year

30 June 2018

141,464,727

20,413,074

 

(c) Loan CDIs Reserve

Date

Number

Unit Value $

Total$

Amount Expensed

Balance at the beginning of the year

1 Jul 2017

Loan CDIs Employee Securities Incentive Plan

14 Dec 2017

1,650,000

$0.69676

1,149,653

1,149,653

Loan CDIs Employee Securities Incentive Plan

6 Jun 2018

1,500,000

$0.26638

399,564

7,979

1,159,632

 

CDIs entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held. On a show of hands every holder of a CDI present at a meeting in person or by proxy, is entitled to one vote, and in a poll each share is entitled to one vote.

 

European Metals Holdings limited is a company limited by shares incorporated in the British Virgin Islands with an authorised share capital of 200,000,000 no par value shares of a single class. Pursuant to the prospectus dated 26 April 2012, the Company issued CDIs in July 2012. The holder of the CDIs has beneficial ownership in the underlying shares instead of legal title. Legal title and the underlying shares is held by Chess Depository Nominees Pty Ltd.

 

Holders of CDIs have the same entitlement benefits of holding the underlying shares. Each Share in the Company confers upon the Shareholder:

1.       the right to one vote at a meeting of the Shareholders of the Company or on any Resolution of Shareholders;

2.       the right to an equal share in any dividend paid by the Company; and

3.       the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.

 

(d) Movements B Class Performance Shares

Date

Number

$

Balance at the beginning of the year

1 July 2016

Performance Shares issued

24 November 2016

5,000,000

2,671,444

Balance at the end of the year

30 June 2017

5,000,000

2,671,444

Balance at the beginning of the year

1 July 2017

5,000,000

2,671,444

Balance at the end of the year

30 June 2018

5,000,000

2,671,444

 

The terms of the B Class Performance Shares are as follows:

 

The 5,000,000 B Class Performance Shares will convert in accordance with the below:

(i)        1,000,000 B Class Performance Shares will convert into Shares and an equivalent number of CDIs upon the Company’s Mineral Resource at Cinovec South and Cinovec Main being entered in the State Balance. The B Class Performance Shares shall convert into the number of Shares and equivalent number of CDIs equal to 1,000,000 multiplied by 0.5 and divided by the greater of: (A) $0.50 per CDI; and (B) the volume weighted average price of CDIs (expressed as a decimal of $1.00) as calculated over the 5 ASX trading days prior to the date the Mineral Resource is entered. (Explanatory Note: Under Czech law a mineral resource must be registered and henceforth treated as a resource by the Czech Government before mining licenses can be granted. A mineral resource has to be calculated according to the Czech regulations, and defended in front of a committee of state certified experts);

(ii)       1,000,000 B Class Performance Shares will convert into Shares and an equivalent number of CDIs upon the issuance of the preliminary mining licenses relating to the Cinovec Project. The B Class Performance Shares shall convert into the number of Shares and equivalent number of CDIs equal to 1,000,000 multiplied by 0.5 and divided by the greater of: (A) $0.50 per CDI; and (B) the volume weighted average price of CDIs (expressed as a decimal of $1.00) as calculated over the 5 ASX trading days prior to the date the final preliminary mining license is issued; and

(iii)      3,000,000 B Class Performance Shares will convert into Shares and an equivalent number of CDIs upon the completing of a definitive feasibility study (DFS). For clarity, the DFS must be: (i) of a standard suitable to be submitted to a financial institution as the basis for lending of funds for the development and operation of mining activities contemplated in the study; (ii) capable of supporting a decision to mine on the Permits; and (iii) completed to an accuracy of +/- 15% with respect to operating and capital costs and display a pre-tax net present value of not less than US$250,000,000. The B Class Performance Shares shall convert into the number of Shares and equivalent number of CDIs equal to 3,000,000 multiplied by 0.5 and divided by the greater of: (A) $0.50 per CDI; and (B) the volume weighted average price of CDIs (expressed as a decimal of $1.00) as calculated over the 5 ASX trading days prior to date of receipt of the completed DFS,

(together the Milestones and each a Milestone).  For the avoidance of doubt, the number of Shares and equivalent number of CDIs which will be issued on conversion of the B Class Performance Shares will not exceed a ratio of 1 for 1.

(iv)       If the Milestone is not achieved or the Change of Control Event does not occur by the required date, then each B Class Performance Share held by a Holder will be automatically redeemed by the Company for the sum of $0.000001 within 10 ASX trading days of non-satisfaction of the Milestone.  $2,671,444 has been attributed to the Performance Shares.

(e) Capital risk management

The Group’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it may continue to provide returns for shareholders and benefits for other stakeholders.

The capital structure of the Group consists of equity comprising issued capital, reserves and accumulated losses.

Due to the nature of the Group’s activities, being mineral exploration, the Group does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Group’s capital risk management is to maintain sufficient current working capital position to meet the requirements of the Group to meet exploration programs and corporate overheads. The Group’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required.

 

The working capital position of the Group at 30 June is as follows:

2018

2017

$

$

Cash and cash equivalents

2,223,109

446,112

Other receivables

32,640

236,103

Trade and other payables

(342,214)

(332,250)

Employee entitlement

74,649

1,988,184

349,965

The Group is not subject to any externally imposed capital requirements.

 

NOTE 15: RESERVES

2018

2017

$

$

Option Reserve

474,743

416,357

Performance Shares Reserve

2,671,444

2,671,444

CDIs Reserve

1,157,632

Foreign Currency Translation Reserve

843,485

325,644

Total Reserves

5,147,304

3,413,445

 

Option Reserve

2018

2017

$

$

Balance at the beginning of the financial year

416,357

557,246

Reverse of exercised Options transferred to issued capital

(546,663)

Equity based payment expense

58,386

405,774

Balance at the end of the financial year                                                                        

474,743

416,357

 

The options reserve is used to recognise the fair value of all options on issue but not yet exercised.

At 30 June 2018 the following options are outstanding:

·      3,750,000 unlisted options exercisable at 16.6 cents on or before 17 August 2020 were issued to key management personnel.

·      400,000 unlisted options were issued on 3 January 2017 to Richard Pavlik a director of the Company with an exercise price of 58 cents and expiry date of 3 January 2020. 250,000 of these options will vest at the completion of the Definitive Feasibility Study and the balance will vest 12 months thereafter.

 

Performance Share Reserve

The Performance Share reserve records the fair value of the Performance Shares issued. 

2018

2017

$

$

Balance at the beginning of the financial year

2,671,444

Equity based payment

2,671,444

Balance at the end of the financial year

2,671,444

2,671,444

 

Loan CDIs Reserve

The CDIs reserve records the fair value of the Loan CDIs issued. 

2018

2017

$

$

Balance at the beginning of the financial year

Loan CDIs issued to directors – equity based expense

1,149,653

Loan CDIs issued to employees – equity based expense

7,979

Balance at the end of the financial year

1,157,632

 

Employee securities incentive plan

During the year remuneration in the form of Employee Securities Incentive Plan were issued to the Directors and employees to attract, motivate and retain such persons and to provide them with an incentive to deliver growth and value to shareholders.

The Loan CDIs represent an option arrangement. Loan CDIs vested immediately. The key terms of the Employee Share Plan and of each limited recourse loan provided under the Plan are as follows:

i.              The total loan equal to issue price multiplied by the number of Plan CDIs applied for (“Advance”), which shall be deemed to have been draw down at Settlement upon issued of the Loan Shares.

ii.            The Loan shall be interest free. However, if the advance is not repaid on or before the Repayment date, the Advance will accrue interest at the rate disclosed in the Plan from the Business Day after the Repayment Date until the date the Advance is repaid in full.

iii.           All or part of the loan may be repaid prior to the Advance repayment Date.

Repayment date

iv.            Notwithstanding paragraph iii. above, (“the borrower”) may repay all or part of the Advance at any time before the repayment date i.e. The repayment date for 1,650,000 Director CDIs – 15 years after the date of loan advance and the repayment date for 1,500,000 Employee CDIs – 7 years after the date of loan advice

v.             The Loan is repayable on the earlier of:

(a)   The repayment date;

(b)   The plan CDIs being sold;

(c)   The borrower becoming insolvent;

(d)   The borrower ceasing to be employed by the Company; and

(e)   The plan CDIs being acquired by a third party by way of an amalgamation, arrangement or formal takeover bid for not less than all the outstanding CDIs.

Loan Forgiveness

vi.            The Board may, in its sole discretion, waive the right to repayment of all or any part of the outstanding balance of an Advance where:

(i)   The borrower dies or becomes permanently disabled; or

(ii) The Board otherwise determines that such waiver is appropriate

vii.          Where the Board waives repayment of the Advance in accordance with clause 6(a), the Advance is deemed to have been repaid in full for the purposes of the Plan in this agreement.

Sale of loan CDIs

i.              In accordance with the terms of the Plan and the Invitation, the Loan CDIs cannot be sold, transferred, assigned, charged or otherwise encumbered with the Plan CDIs except in accordance with the Plan.

 

Foreign Currency Translation Reserve

The foreign currency translation reserve records exchange differences arising on translation of foreign controlled subsidiaries.

2018

2017

$

$

Balance at the beginning of the financial year

325,644

87,301

Movement during the year

517,841

238,343

Balance at the end of the financial year

843,485

325,644

 

 

NOTE 16: SHARE BASED PAYMENTS

 

 

No option share-based payments were granted during the current period.

 

Number

Weighted Average Exercise Price

Options Outstanding as at 1 July 2016

3,750,000

$0.166

Granted

900,000

$0.413

Exercised

(500,000)

$0.280

Options outstanding as at 30 June 2017

4,150,000

$0.206

Options outstanding as at 30 June 2018

4,150,000

$0.206

 

The following option share-based payment arrangements existed 30 June 2018 and at 30 June 2017:

On 17 August 2015 3,750,000 options with an exercise price of 16.6 cents and exercisable on or before 17 August 2020 were granted to directors.  These remain outstanding as at 30 June 2018 and 30 June 2017.

 

On 19 April 2017, 500,000 options with an exercise price of 28 cents and exercisable on or before the 30 April 2018 were granted to the consultants of the Company as consideration for the preparation of preliminary feasibility study. The options were valued under Black and Scholes and a fair value adjustment of $376,215 were recognised as a share based payment in the profit and loss in 2017. 

 

On 3 January 2017, 400,000 options with an exercise price of 58 cents and exercisable on or before the 3 January 2020 were granted to a Director of the Company. 250,000 of these options will vest at the completion of the Definitive Feasibility Study and the balance will vest 12 months thereafter. The options were valued under the Black and Scholes at $177,352. The value of the options has been pro-rated over the vesting period.  Therefore, a fair value adjustment of $29,559 was recognised as a share based payment in the profit and loss in 2017. The share based payment recognised in the profit is less in 2018 amounted to $58,386.

 

On 1 June 2017, 250,000 options were exercised for 28 cents. On 6 June 2017, 250,000 options were exercised for 28 cents.

 

Options granted to are as follows:

Grant Date

Number

$

19 April 20171

500,000

376,215

3 January 20171

400,000

29,559

Total

900,000

405,774

Note 1: These instruments vest immediately except for the 400,000 Options issued to Richard Pavlik. The instruments hold no voting or dividend rights. The options are unlisted. All options were issued. The 400,000 options issued to Richard Pavlik during the year have vesting conditions attached which have not been met during the current year. All other options have vested. In respect of the above options issued for services provided it was determined that no fair value of the services was able to be determined, as such the fair value of the instruments was used as the fair value recorded.

 

A summary of the inputs used in the valuation of the options in 2017 is as follows:

 

Descriptions

Options

Options

Exercise price

$0.28

$0.58

Share price at date of issue

$0.98

$0.60

Grant date

19 April 2017

3 January 2017

Expected volatility (i)

126.44%

126.44%

Expiry date

30 April 2018

3 January 2020

Expected dividends

Risk free interest rate

1.62%

1.97%

Value per option/warrant

$0.75243

$0.44338

Number of options/warrants

500,000

400,000

Total value of options

$376,215

$177,352

 

The following performance share-based payment arrangements existed at 30 June 2018 and 30 June 2017:

 

Instruments granted are as follows:

 

B Class Performance Shares granted are as follows:

2018

2017

Grant Date

Number

$

Number

$

18 November 2016 (related parties)

1,057,301

564,903

1,336,557

714,107

18 November 2016 (non-related parties)

3,942,699

2,106,541

3,663,443

1,957,337

5,000,000

2,671,444

5,000,000

2,671,444

 

$2,671,444 has been attributed to the Performance Shares.

 

Fair value of Loan CDIs in existence at 30 June 2018

The fair value of the 3,150,000 Loan CDIs granted have been valued using a Black Scholes Methodology, taking into account the terms and conditions upon which the Loan CDIs were granted. The exercise price of the Loan CDI’s is equal to the market price of the underlying shares being the VWAP of shares traded on the ASX over the 5 trading days immediately preceding the date of grant.

 

The following Loan CDIs share-based payment arrangements existed at 30 June 2018.

 

Number

Value recognised during the year

Value to be recognised in future years

Director Loan CDIs

1,650,000

1,149,653

Employee Securities Incentive Plan Loan CDIs 1

1,500,000

7,979

285,035

Note 1: These Loan CDIs are being expensed over the period.

 

A summary of the inputs used in the valuation of the loan CDIs issued to directors are as follows:

Loan CDIs

 

Keith Coughlan

David Reeves

Richard Pavlik

Kiran Morzaria

Issue price

$0.725

$0.725

$0.725

$0.725

Share price at date of issue

$0.70

$0.70

$0.70

$0.70

Grant date

30 November 2017

30 November 2017

30 November 2017

30 November 2017

Expected volatility

143.41%

143.41%

143.41%

143.41%

Expiry date

30 November 2032

30 November 2032

30 November 2032

30 November 2032

Expected dividends

Nil

Nil

Nil

Nil

Risk free interest rate

2.47%

2.47%

2.47%

2.47%

Value per loan CDI

$0.69676

$0.69676

$0.69676

$0.69676

Number of loan CDIs

850,000

300,000

300,000

200,000

Total value

$592,245

$209,028

$209,028

$139,352

 

A summary of the inputs used in valuation of the loan CDIs issued to employees.

 

Loan CDIs

 

Tranche 1 1

Tranche 2 2

Tranche 3 3

Tranche 4 4

Tranche 5 5

$0.4848

$0.365

6 June 2018

85.9%

6 June 2025

Exercise price

$0.4848

$0.4848

$0.4848

$0.4848

$0.4848

Share price at date of issue

$0.365

$0.365

$0.365

$0.365

$0.365

Grant date

6 June 2018

6 June 2018

6 June 2018

6 June 2018

6 June 2018

Expected volatility

85.9%

85.9%

85.9%

85.9%

85.9%

Expiry date

6 June 2025

6 June 2025

6 June 2025

6 June 2025

6 June 2025

Expected dividends

Nil

Nil

Nil

Nil

Nil

Risk free interest rate

2.42%

2.42%

2.42%

2.42%

2.42%

Value per loan CDI

$0.2664

$0.2664

$0.2664

$0.2664

$0.2664

Number of loan CDIs

550,000

250,000

250,000

200,000

250,000

Total value

$146,507

$66,594

$66,594

$53,275

$66,594

Notes:

1.   Tranche 1 escrowed until 26 February 2019.

2.   Tranche 2 escrowed until company announcing completion of the definitive feasibility study

3.   Tranche 3 escrowed until company announcing construction has commenced at the Cinovec Project

4.   Tranche 4 escrowed until the completion of project finance for the Cinovec Project

5.   Tranche 5 escrowed until the practical completion of the Cinovec Project

 

NOTE 17: CASH FLOW INFORMATION

2018

2017

$

$

(a) Reconciliation of cash flow from operating activities with the loss after tax

Loss after income tax 

(4,655,209)

(4,145,872)

Adjustments for:

Exploration costs expensed

442,029

Impairment of exploration

1,880,742

Share based payments

1,216,018

3,077,218

Unrealised foreign exchange loss/ (gain)

(35,442)

103,397

Depreciation expense

1,945

242

Changes in assets and liabilities

Decrease/ (Increase) in other receivables

203,463

(134,580)

(Increase)/ Decrease in other assets

25,623

(1,856)

(Decrease)/ Increase in trade and other payables

9,963

28,269

(Decrease)/ Increase in provisions

74,649

Cash flow (used in)/from operating activities

(836,219)

(1,073,182)

 

(b) Credit standby facilities

The Company had no credit standby facilities as at 30 June 2018 and 2017.

 

(c) Investing and Financing Activities – Non-Cash

There were no non-cash movements during the year.

 

NOTE 18: OPERATING SEGMENTS

 

The accounting policies used by the Group in reporting segments are in accordance with the measurement principles of Australian Accounting Standards.

 

The Group has identified its operating segments based on the internal reports that are provided to the Board of Directors. According to AASB 8 Operating Segments, two or more operating segments may be aggregated into a single operating segment if the segments have similar economic characteristics, and the segments are similar in each of the following respects:

 

•              The nature of the products and services;

•              The nature of the production processes;

•              The type or class of customer for their products and services;

•              The methods used to distribute their products or provide their services; and

•              If applicable, the nature of the regulatory environment, for example; banking, insurance and public utilities.

 

The Group currently has one project which takes into account each of the above mentioned aspects. The principal activity for the project is exploration of Lithium. This is expected to be the same for future projects. Accordingly, management has identified one operating segment based on the location of the project, that being the Czech Republic and two geographical segments.

 

Australia

Czech

Total

$

$

$

30 June 2018

REVENUE

Interest revenue

1,599

1,599

Other Revenue

645,554

645,554

Total segment revenue

647,153

647,153

Net expenditure

(3,193,197)

(2,109,165)

(5,302,362)

Loss before income tax

(2,546,044)

(2,109,165)

(4,655,209)

Segment assets

2,240,188

10,575,773

12,815,961

Segment liabilities

339,820

77,043

416,863

 

Australia

Czech

Total

$

$

$

30 June 2017

REVENUE

Interest revenue

12,622

12,622

Other Revenue

174,305

174,305

Total segment revenue

186,927

186,927

Net expenditure

(4,200,411)

(132,388)

(4,332,799)

Loss before income tax

(4,013,484)

(132,388)

(4,145,872)

Segment assets

652,866

10,174,414

10,827,280

Segment liabilities

119,140

213,110

332,250

 

 

NOTE 19: FINANCIAL RISK MANAGEMENT

 

The Group’s financial instruments consist mainly of deposits with banks, equity instruments and accounts receivable and payable.

The main purpose of non-derivative financial instruments is to raise finance for Group’s operations. The Group does not speculate in the trading of derivative instruments.

 

The Group holds the following financial instruments:

2018

$

2017

$

Financial assets

Cash and cash equivalents

2,223,109

446,112

Other receivables

32,640

236,103

Total financial assets

2,255,749

682,215

Trade and other payables

342,214

332,250

Total financial liabilities

342,214

332,250

 

The fair value of the Group’s financial assets and liabilities approximate their carrying value.

 

Specific Financial Risk Exposures and Management

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk) credit risk and liquidity risk.

 

(i)            Market risk

The Board meets on a regular basis to analyse currency and interest rate exposure and to evaluate treasury management strategies in the context of the most recent economic conditions and forecasts.

 

Interest rate risk

Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. The Group is also exposed to earnings volatility on floating rate instruments.

 

Interest rate risk is not material to the Group as no interest bearing debt arrangements have been entered into.

 

Price risk

Price risk relates to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group is not exposed to securities price risk as it does not hold any investments.

 

Foreign exchange risk

Exposure to foreign exchange risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the AUD functional currency of the Group.

 

With instruments being held by overseas operations, fluctuations in foreign currencies may impact on the Group’s financial results.  The Group’s exposure to foreign exchange risk is monitored by the Board. The majority of the Group’s funds are held in Australian dollars, British Stirling and Czech Koruna.

 

At 30 June 2018, the Group has financial assets and liabilities denominated in the foreign currencies detailed below:

 

2018

2017

Amount in CZK

Amount in GBP

Amount in AUD

Amount in CZK

Amount in GBP

Amount in AUD

Cash and cash equivalents in EMHL

823,600-

Intercompany payables to EMHL by subsidiaries

24,608

4,225,696

31,000

3,567,245

848,208

4,225,696

31,000

3,567,245

5% effect in foreign exchange rates

42,410

211,285

1,550

 

178,362

 

Other than intercompany balances there were no financial assets and liabilities denominated in foreign currencies for EMH UK or Geomet s.r.o..

 

(ii)           Credit risk

Credit exposure represents the extent of credit related losses that the Group may be subject to on amounts to be received from financial assets. Credit risk arises principally from trade and other receivables. The objective of the Group is to minimise the risk of loss from credit risk. Although revenue from operations is minimal, the Group trades only with creditworthy third parties. In addition, receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is insignificant. The Group’s maximum credit risk exposure is limited to the carrying value of its financial assets as indicated on the Statement of Financial Position and notes to the financial statements.

 

The credit quality of the financial assets was high during the year.  The table below details the credit quality of the financial assets at the end of the year:

2018

2017

Financial assets

Credit Quality

$

$

Cash and cash equivalents held at Komercni Bank

High

10,924

31,128

Cash and cash equivalents held at Westpac Bank

·      Interest-bearing deposits

High

735,960

401,368

Cash and cash equivalents held at ANZ bank

High

1,476,255

13,616

Other receivables and deposits

High

32,640

236,103

2,255,749

682,215

(iii)          Liquidity risk

Liquidity risk is the risk that the entity will not be able to meet its financial obligations as they fall due. The objective of the Group is to maintain sufficient liquidity to meet commitments under normal and stressed conditions.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, and the availability of funding through an adequate amount of committed credit facilities. Due to the lack of material revenue, the Group aims at maintaining flexibility in funding by maintaining adequate reserves of liquidity.

 

The Group did not have access to any undrawn borrowing facilities at the reporting date. In June 2017, the Company entered into an interim funding facility. This facility has been provided by an Australian based sophisticated investor, 6466 Investments Pty Ltd, and allows for the drawdown of up to AUD 2 million in tranches as required over 12 months. Any funds drawn down will convert to CDI’s in the Company at a 10% discount to the 10 day VWAP in the Company’s securities. The funds will be used in the preparation of the Company’s Definitive Feasibility Study, for further drilling and general working capital. The issue of shares pursuant to draw downs does not require shareholder approval. The undrawn amount to 30 June 2018 was $1,327,495 which included a 2% Establishment Fee for the first drawdown ($40,000) and a 3% Draw Down Fee for each advance (total for the 5 drawdowns $37,495).

 

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting arrangements.

 

 

 

As at 30 June 2018

Carrying Amount

$

Contractual Cash flows

$

<3 months

 

$

3-6 months

$

6-24 months

$

Trade and other payables

342,214

342,214

342,214

342,214

342,214

342,214

 

 

 

As at 30 June 2017

Carrying Amount

$

Contractual Cash flows

$

<3 months

 

$

3-6 months

$

6-24 months

$

Trade and other payables

332,250

332,250

332,250

332,250

332,250

332,250

 

(iv)          Cash flow and fair value interest rate risk

From time to time the Group has significant interest bearing assets, but they are as a result of the timing of equity raising and capital expenditure rather than a reliance on interest income. The interest rate risk arises on the rise and fall of interest rates. The Group’s income and operating cash flows are not expected to be materially exposed to changes in market interest rates in the future and the exposure to interest rates is limited to the cash and cash equivalents balances. 

 

The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities:

 

 

Floating Interest    Rate

Non-interest bearing

 2018

Total

Floating Interest    Rate

Non-interest bearing

2017

Total

$

$

$

$

$

$

Financial assets

– Within one year

Cash and cash equivalents

2,223,109

2,223,109

446,112

446,112

Other receivables

32,640

32,640

236,103

236,103

Total financial assets

2,223,109

32,640

2,255,749

446,112

236,103

682,215

   Weighted average interest rate

0.10%

0.69%

Financial Liabilities

– Within one year

Trade and other Payables

342,214

342,214

332,250

332,250

Total financial liabilities

342,214

342,214

332,250

332,250

Net financial assets/ (liabilities)

2,223,109

(309,574)

1,913,535

446,112

(96,147)

349,965

 

Cash flow sensitivity analysis for variable rate instruments.

 

A change of 100 basis points in the interest rates at the reporting date would have increased or decreased the Group’s equity and profit or loss by $16,642 (2017: $4,461).

 

(v)           Net fair value of financial assets and liabilities

The net fair value of cash and cash equivalents and non-interest bearing monetary assets and financial liabilities approximates their carrying values.

 

NOTE 20: CONTROLLED ENTITIES

 

Subsidiaries of European Metals Holdings Limited

Controlled entity

Country of Incorporation

Class of Shares

Percentage Owned

2018

2017

Equamineral Group Limited (EGL)*

British Virgin Islands

Ordinary

100%

100%

Equamineral SA (ESA Congo)

Republic of Congo

Ordinary

100%

100%

European Metals UK Limited **

United Kingdom

Ordinary

100%

100%

Geomet S.R.O

Czech Republic

Ordinary

100%

100%

 

*EGL was incorporated on 8 December 2010 and domiciled in the British Virgin Islands. EGL is the parent company for Equamineral SA (ESA Congo) located in the Republic of Congo. EGL is the beneficial holder of 100% of the issued share capital in Equamineral SA. This company is currently in the process of being deregistered.

**EMH UK Limited is the parent company for Geomet S.R.O

 

NOTE 21: PARENT ENTITY DISCLOSURE

The following information has been extracted from the books and records of the parent and has been prepared in accordance with Australian Accounting Standards.

 

Statement of Financial Position

2018

2017

$

$

ASSETS

Current assets

2,236,630

652,868

Non-current assets

3,512

TOTAL ASSETS

2,240,142

652,868

LIABILITIES

Current liabilities

339,820

119,140

TOTAL LIABILITIES

339,820

119,140

NET ASSETS

1,900,322

533,728

 

EQUITY

2018

2017

$

$

Issued capital

20,413,074

15,587,656

Reserves

4,303,818

3,087,801

Accumulated losses

(22,816,570)

(18,141,729)

TOTAL EQUITY

1,900,322

533,728

 

Profit or Loss and Other Comprehensive Income

Loss for the year

(4,674,841)

(8,491,514)

Total comprehensive loss

(4,674,841)

(8,491,514)

 

Guarantees

There are no guarantees entered into by European Metals Holdings Limited for the debts of its subsidiary as at 30 June 2018.

 

Contingent liabilities

There are no contingent liabilities as at 30 June 2018.

 

Commitments

There were no commitments as at 30 June 2018.

 

NOTE 22:  CAPITAL COMMITMENTS

 

There are no capital commitments as at 30 June 2018.

 

NOTE 23: CONTINGENT LIABILITIES

 

There are no contingent liabilities as at 30 June 2018.

 

NOTE 24: SIGNIFICANT EVENTS AFTER THE REPORTING DATE

 

At the meeting of the Board held on 15 August 2018 the Board noted that the terms and conditions of the Performance B shares are incorrect.  At this meeting it was agreed that the corrected terms and conditions of the Performance B shares be put to Shareholders for approval at the upcoming Annual General Meeting.

 

Except for the matters noted above there have been no other significant events arising after the reporting date.

 

NOTE 25:  NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS

 

Accounting Standards issued by the AASB that are not yet mandatory applicable to the Group, together with an assessment of the potential impact of such pronouncements on the Group when adopted in future periods, as discussed below:

 

§  AASB 9: Financial Instruments and associated Amending Standards (applicable for annual reporting period commencing 1 January 2018)

 

The Standard will be applicable retrospectively (subject to the provisions on hedge accounting outlined below) and includes revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments and simplified requirements for hedge accounting.

 

The key changes that may affect the Group on initial application include certain simplifications to the classification of financial assets, simplifications to the accounting of embedded derivatives, upfront accounting for expected credit loss, and the irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. AASB 9 also introduces a new model for hedge accounting that will allow greater flexibility in the ability to hedge risk, particularly with respect to hedges of non-financial items. Should the entity elect to change its hedge policies in line with the new hedge accounting requirements of the Standard, the application of such accounting would be largely prospective.

 

Although the directors anticipate that the adoption of AASB 9 may have an impact on the Group’s financial instruments it is not expected to be material.

 

§  AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods commencing on or after 1 January 2018).

 

When effective, this Standard will replace the current accounting requirements applicable to revenue with a single, principles-based model. Apart from a limited number of exceptions, including leases, the new revenue model in AASB 15 will apply to all contracts with customers as well as non-monetary exchanges between entities in the same line of business to facilitate sales to customers and potential customers.

 

The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. To achieve this objective, AASB 15 provides the following five-step process:

 

– identify the contract(s) with a customer;

– identify the performance obligations in the contract(s);

– determine the transaction price;

– allocate the transaction price to the performance obligations in the contract(s); and

– recognise revenue when (or as) the performance obligations are satisfied.

 

This Standard will require retrospective restatement, as well as enhanced disclosures regarding revenue.

Although the directors anticipate that the adoption of AASB 15 may have an impact on the Group’s financial statements, it is not expected to be material.

 

§  AASB 16: Leases (applicable to annual reporting periods commencing on or after 1 January 2019).

 

When effective, this Standard will replace the current accounting requirements applicable to leases in AASB 117: Leases and related interpretations. AASB 16 introduces a single lessee accounting model that eliminates the requirement for leases to be classified as either operating leases or finance leases. Lessor accounting remains similar to current practice.

 

The main changes introduced by the new Standard are as follows:

 

recognition of the right-to-use asset and liability for all leases (excluding short term leases with less than 12 months of tenure and leases relating to low value assets);

depreciating the right-to-use assets in line with AASB 116: Property, Plant and Equipment in profit or loss and unwinding of the liability in principal and interest components;

inclusion of variable lease payments that depend on an index or a rate in the initial measurement of the lease liability using the index or rate at the commencement date;

application of a practical expedient to permit a lessee to elect not to separate non-lease components and instead account for all components as a lease; and

additional disclosure requirements.

 

The transitional provisions of AASB 16 allow a lease to either retrospectively apply the Standard to comparatives in line with AASB 108 or recognise the cumulative effect of retrospective application as an adjustment to opening equity at the date of initial application.

 

Although the directors anticipate that the adoption of AASB 16 may have an impact on the Group’s financial statements, it is impracticable at this stage to provide a reasonable estimate of such impact.

 

§  AASB 2014-10: Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (applicable to annual reporting periods commencing on or after 1 January 2018).

 

This Standard amends AASB 10: Consolidated Financial Statements with regards to a parent losing control over a subsidiary that is not a “business” as defined in AASB 3: Business Combinations to an associate or joint venture and requires that:

 

a gain or loss (including any amounts in other comprehensive income (OCI)) be recognised only to the extent of the unrelated investor’s interest in that associate or joint venture;

the remaining gain or loss be eliminated against the carrying amount of the investment in that associate or joint venture; and

any gain or loss from remeasuring the remaining investment in the former subsidiary at fair value also be recognised only to the extent of the unrelated investor’s interest in the associate or joint venture. The remaining gain or loss should be eliminated against the carrying amount of the remaining investment.

 

Although the directors anticipate that the adoption of AASB 2014-10 may have an impact on the Group’s financial statements, it is impracticable at this stage to provide a reasonable estimate of such impact.

 

§  AASB 2016-5 Amendments to Australian Accounting Standards – Classification and Measurement of Share-based Payment Transactions (applicable to annual reporting periods commencing on or after 1 January 2018).

 

The AASB issued amendments to AASB 2 Share-based Payment that address three main areas: 

 

the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction;

the classification of a share-based payment transaction with net settlement features for withholding tax obligations; and

accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash settled to equity settled.

 

On adoption, entities are required to apply the amendments without restating prior periods, but retrospective application is permitted if elected for all three amendments and other criteria are met. Early application of this amendment is permitted.

 

Although the directors anticipate that the adoption of this amendment may have an impact on the Group’s financial statements, it is impracticable at this stage to provide a reasonable estimate of such impact.

 

 

The Directors of the Company declare that:

 

1.

The financial statements and notes, as set out on pages 21 to 54, are in accordance with the Corporations Act 2001 and:

(a)

comply with Accounting Standards;

(b)

are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, as stated in Note 1 to the financial statements; and

(c)

give a true and fair view of the financial position as at 30 June 2018 and of the performance for the year ended on that date of the Group.

2.

the Chief Executive Officer and Chief Finance Officer have each declared that:

(a)

the financial records of the Group for the financial year have been properly maintained in accordance with

s286 of the Corporations Act 2001;

(b)

the financial statements and notes for the financial year comply with the Accounting Standards; and

(c)

the financial statements and notes for the financial year give a true and fair view.

3.

in the Directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors by:

 

 

 

 

 

Keith Coughlan

MANAGING DIRECTOR

Dated at Perth on 28 September 2018

 

 

 

INDEPENDENT AUDIT REPORT TO THE MEMBERS OF EUROPEAN METALS HOLDINGS LIMITED

 

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF

EUROPEAN METALS HOLDINGS LIMITED

 

Report on the Audit of the Financial Report

 

Opinion

 

We have audited the financial report of European Metals Holdings Limited (the Company), and its subsidiaries (the Group), which comprises the statement of the consolidated  financial position as at 30 June 2018, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies, and the directors’ declaration

 

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:

 

(i)            giving a true and fair view of the Group’s financial position as at 30 June 2018 and of its financial performance for the year then ended; and

 

(ii)           complying with Australian Accounting Standards and the Corporations Regulations 2001.

 

Basis for Opinion

 

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110: Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Key Audit Matters

 

We have determined the matter described below to be a key audit matter to be communicated in the report.

 

We have defined the matter described below to be key audit matter to be communicated in our report. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. This matter was addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.

 

 

Carrying Value of Exploration and Evaluation Expenditure

 

The Company has capitalised exploration and evaluation expenditure totalling $10,169,177 (refer to Note 12) in terms of the application of the Company’s accounting policy for exploration and evaluation expenditure, as set out in Note 1(k).

 

The carrying value of Capitalised Exploration and Evaluation expenditure is a key audit matter due to:

 

·        The significance of the total balance (79% of total assets);

 

·        The necessity to assess management’s application of the requirements of the accounting standard Exploration for and Evaluation of Mineral Resources (“AASB 6”), in light of any indicators of impairment that may be present;

 

·        The assessment of significant judgements made by management in relation to the Capitalised Exploration and Evaluation Expenditure.

 

 

 

 

Inter alia, our audit procedures included the following:

 

i.      Assessing the Group’s right to tenure over exploration assets by corroborating the ownership of the relevant licences for mineral resources to government registries and relevant third party documentation;

 

ii.     Reviewing the directors’ assessment of the carrying value of the exploration and evaluation expenditure, ensuring the veracity of the data presented and that management has considered the effect of potential impairment indicators, commodity prices and the stage of the Group’s projects against AASB 6;

 

iii.    Evaluation of Group documents for consistency with the intentions for the continuing of exploration and evaluation activities in certain areas of interest, and corroborated with enquiries of management. Inter alia, the documents we evaluated included:

 

§  Minutes of meetings of the board and management;

§  Announcements made by the Group to the Australian Securities Exchange;

§  NPV Model of the Cinovec Project; and

§  Cash forecasts;

 

iv.    Consideration of the requirements of accounting standard AASB 6.  We assessed the financial statements in relation to AASB 6 to ensure appropriate disclosures are made.

 

 

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2018, but does not include the financial report and our auditor’s report thereon.

 

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance opinion thereon.

 

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

 

Responsibilities of the Directors for the Financial Report

 

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

 

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

 

Auditor’s Responsibilities for the Audit of the Financial Report

 

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

 

As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and maintain professional skepticism throughout the audit. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report.

 

The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Group’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

 

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report.

 

We conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

 

We evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.

 

We obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report.

 

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in Internal control that we identify during our audit.

 

The Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements. We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

Report on the Remuneration Report

 

We have audited the Remuneration Report included in pages 12 to 19 of the directors’ report for the year ended 30 June 2018. The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards

 

Opinion on the Remuneration Report

 

In our opinion, the Remuneration Report of European Metals Holdings Limited for the year ended 30 June 2018 complies with section 300A of the Corporations Act 2001.

 

 

STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD

(Trading as Stantons International)

(An Authorised Audit Company)

 

Samir Tirodkar

Director

West Perth, Western Australia

28 September 2018

 

ASX CORPORATE GOVERNANCE STATEMENT

 

This Corporate Governance summary discloses the extent to which the Company will follow the recommendations set by the ASX Corporate Governance Council in its publication ‘Corporate Governance Principles and Recommendations (3rd Edition)’ (Recommendations).  The Recommendations are not mandatory, however, the Recommendations that will not be followed have been identified and reasons have been provided for not following them.

 

The Company’s Corporate Governance Plan has been posted on the Company’s website at www.europeanmet.com.

 

Principles and RECOMMENDATIONs

COMPLY

EXPLANATION

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1

A listed entity should have and disclose a charter which:

(a)      sets out the respective roles and responsibilities of the board, the chair and management; and

(b)      includes a description of those matters expressly reserved to the board and those delegated to management.

Complying

The Company has adopted a Board Charter.

The Board Charter sets out the specific responsibilities of the Board, requirements as to the Boards composition, the roles and responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors access to company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy.

A copy of the Company’s Board Charter is stated in Schedule 1 of the Corporate Governance Plan which is available on the Company’s website.

Recommendation 1.2

A listed entity should:

(a)   undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and

(b)   provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a director.

Complying

(a)   The Company has detailed guidelines for the appointment and selection of the Board. The Company’s Corporate Governance Plan requires the Board to undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director.

(b)   Material information relevant to any decision on whether or not to elect or re-elect a Director will be provided to security holders in the notice of meeting holding the resolution to elect or re-elect the Director.

Recommendation 1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

Complying

The Company’s Corporate Governance Plan requires the Board to ensure that each Director and senior executive is a party to a written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment.  

 

Recommendation 1.4

The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

Complying

The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. The Company Secretary is accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board.

Recommendation 1.5

A listed entity should:

(a)   have a diversity policy which includes requirements for the board:

(i)    to set measurable objectives for achieving gender diversity; and

(ii)  to assess annually both the objectives and the entity’s progress in achieving them;

(b)   disclose that policy or a summary or it; and

(c)   disclose as at the end of each reporting period:

(i)  the measurable objectives for achieving gender diversity set by the board in accordance with the entity’s diversity policy and its progress towards achieving them; and

(ii) either:

(A)     the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

(B)     the entity’s “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act 2012.

 

Complying

(a)   The Company has adopted a Diversity Policy.

(i)    The Diversity Policy provides a framework for the Company to achieve a list of 6 measurable objectives that encompass gender equality.

(ii)   The Diversity Policy provides for the monitoring and evaluation of the scope and currency of the Diversity Policy. The company is responsible for implementing, monitoring and reporting on the measurable objectives.  

(b)   The Diversity Policy is stated in Schedule 10 of the Corporate Governance Plan which is available on the company website.

(c)  

(i)    The measurable objectives set by the Board will be included in the annual key performance indicators for the CEO, MD and senior executives. In addition, the Board will review progress against the objectives in its annual performance assessment.

(ii)   The Company currently has no employees and utilizes external consultants and contractors as and when required.

The Board will review this position on an annual basis and will implement measurable objectives as and when they deem the Company to require them.

Recommendation 1.6

A listed entity should:

(a)   have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

(b)   disclose in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Complying

(a)   The Board is responsible for evaluating the performance of the Board and individual directors on an annual basis. It may do so with the aid of an independent advisor. The process for this can be found in Schedule 6 of the Company’s Corporate Governance Plan.

(b)   The Company’s Corporate Governance Plan requires the Board to disclosure whether or not performance evaluations were conducted during the relevant reporting period.

Due to the size of the Board and the nature of the business, it has not been deemed necessary to institute a formal documented performance review program of individuals.  However, the Chairman intends to conduct formal reviews each financial year whereby the performance of the Board as a whole and the individual contributions of each director are disclosed.  The Board considers that at this stage of the Company’s development an informal process is appropriate.

The review will assist to indicate if the Board’s performance is appropriate and efficient with respect to the Board Charter.

The Board regularly reviews its skill base and whether it remains appropriate for the Company’s operational, legal and financial requirements.  New Directors are obliged to participate in the Company’s induction process, which provides a comprehensive understanding of the Company, its objectives and the market in which the Company operates.

Directors are encouraged to avail themselves of resources required to fulfil the performance of their duties.

Recommendation 1.7

A listed entity should:

(a)   have and disclose a process for periodically evaluating the performance of its senior executives; and

(b)   disclose in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

Complying

(a)   The Board is responsible for evaluating the performance of senior executives. The Board is to arrange an annual performance evaluation of the senior executives.

(b)   The Company’s Corporate Governance Plan requires the Board to conduct annual performance of the senior executives. Schedule 6 ‘Performance Evaluation’ requires the Board to disclose whether or not performance evaluations were conducted during the relevant reporting period.

During the financial year an evaluation of performance of the individuals was not formally carried out.  However, a general review of the individuals occurs on an on-going basis to ensure that structures suitable to the Company’s status as a listed entity are in place.

Principle 2: Structure the board to add value

Recommendation 2.1

The board of a listed entity should:

(a)   have a nomination committee which:

(i)       has at least three members, a majority of whom are independent directors; and

(ii)      is chaired by an independent director,

and disclose:

(iii)    the charter of the committee;

(iv)     the members of the committee; and

(v)      as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b)   if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.

Part -Complying

(a)   The Nomination Committee was formed on 26 August 2015.  There are currently two members of the Committee being Mr Reeves (Chairman) and Mr Coughlan.   Given the Company’s present size and scope of the Company’s operations, no efficiencies or benefits would be gained by having a third member. The Board intends to re-evaluate the requirement for another member as the Company’s operations increase in size and scale.

The role and responsibilities of the Nomination Committee are outlined in Nomination Committee Charter available online on the Company’s website.

The Board devotes time at board meetings to discuss board succession issues. All members of the Board are involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules. 

The Board regularly updates the Company’s board skills matrix (in accordance with recommendation 2.2) to assess the appropriate balance of skills, experience, independence and knowledge of the entity.

Recommendation 2.2

A listed entity should have and disclose a board skill matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

Complying

 

Board Skills Matrix

Number of Directors that Meet the Skill

Executive & Non- Executive experience

4

Industry experience & knowledge

4

Leadership

4

Corporate governance & risk management

4

Strategic thinking

4

Desired behavioural competencies

4

Geographic experience

4

Capital Markets experience

4

Subject matter expertise:

– accounting

3

– capital management

4

– corporate financing

4

– industry taxation 1

0

– risk management

4

– legal2

0

– IT expertise 2

1

(1)    Skill gap noticed however an external taxation firm is employed to maintain taxation requirements.

(2)    Skill gap noticed however an legal firm is employed on an adhoc basis to maintain IT requirements.

Recommendation 2.3

A listed entity should disclose:

(a)   the names of the directors considered by the board to be independent directors;

(b)   if a director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (3rd Edition), but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and

(c)   the length of service of each director

 Complying

(a)   The Board Charter provides for the disclosure of the names of Directors considered by the Board to be independent. None of the directors are independent directors.  The details of the directors are disclosed in the Annual Report and Company website.

(b)   The Board Charter requires Directors to disclose their interest, positions, associations and relationships and requires that the independence of Directors is regularly assessed by the Board in light of the interests disclosed by Directors. Details of the Directors interests, positions associations and relationships are provided in the Annual Reports and Company website.

(c)   The Board Charter provides for the determination of the Directors’ terms and requires the length of service of each Director to be disclosed. The length of service of each Director is provided in the Annual Reports and Company website.

Recommendation 2.4

A majority of the board of a listed entity should be independent directors.

Not-complying

The Board Charter requires that where practical the majority of the Board will be independent.

Given the Company’s present size and scope it is currently not Company policy to have a majority of Independent Directors.

Details of each Director’s independence are provided in the Annual Reports and Company website.

Recommendation 2.5

The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

Not-complying

The Board Charter provides that where practical, the Chairman of the Board will be a non-executive director.

Mr David Reeves is the Chairman of the Board and is not an independent director.

Keith Coughlan is the Managing Director of the Company and is not an independent director.

If the Chairman resigns the Board will consider appointing a lead independent Director.

Recommendation 2.6

A listed entity should have a program for inducting new directors and providing appropriate professional development opportunities for continuing directors to develop and maintain the skills and knowledge needed to perform their role as a director effectively.

Complying

The Board Charter states that a specific responsibility of the Board is to procure appropriate professional development opportunities for Directors. The Board is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. 

Principle 3: Act ethically and responsibly

Recommendation 3.1

A listed entity should:

(a)   have a code of conduct for its directors, senior executives and employees; and

(b)   disclose that code or a summary of it.

Complying

(a)   The Corporate Code of Conduct applies to the Company’s directors, senior executives and employees.

(b)   The Company’s Corporate Code of Conduct is in Schedule 2 of the Corporate Governance Plan which is on the Company’s website.

Principle 4: Safeguard integrity in financial reporting

Recommendation 4.1

The board of a listed entity should:

(a)   have an audit committee which:

(i)       has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and

(ii)      is chaired by an independent director, who is not the chair of the board,

and disclose:

(iii)    the charter of the committee;

(iv)     the relevant qualifications and experience of the members of the committee; and

(v)      in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b)   if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

Part-Complying

(a)   The Audit and Risk Committee was formed on 26 August 2015, with directors appointed as members of the Committee, being Mr Kiran Morzaria (Chairman), Mr Reeves and Mr Coughlan. Given the Company’s present size and scope of the Company’s operations, no efficiencies or benefits would be gained by having a third non-executive director member. The Board intends to re-evaluate the requirement for another member as the Company’s operations increase in size and scale.

The role and responsibilities of the Audit and Risk Committee are outlined in Audit and Risk Committee Charter available online on the Company’s website.

The Board devote time at annual board meetings to fulfilling the roles and responsibilities associated with maintaining the Company’s internal audit function and arrangements with external auditors. All members of the Board are involved in the Company’s audit function to ensure the proper maintenance of the entity and the integrity of all financial reporting.

Recommendation 4.2

The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Complying

The Company’s Corporate Governance Plan states that a duty and responsibility of the Board is to ensure that before approving the entity’s financial statements for a financial period, the CEO and CFO have declared that in their opinion the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Recommendation 4.3

A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

Complying

The Company’s Corporate Governance Plan provides that the Board must ensure the Company’s external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

Principle 5: Make timely and balanced disclosure

Recommendation 5.1

A listed entity should:

(a)   have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and

(b)   disclose that policy or a summary of it.

Complying

(a)   The Board Charter provides details of the Company’s disclosure policy. In addition, Schedule 7 of the Corporate Governance Plan is entitled ‘Disclosure – Continuous Disclosure’ and details the Company’s disclosure requirements as required by the ASX Listing Rules and other relevant legislation.

(b)   The Board Charter and Schedule 7 of the Corporate Governance Plan are available on the Company website.

Principle 6: Respect the rights of security holders

Recommendation 6.1

A listed entity should provide information about itself and its governance to investors via its website.

Complying

Information about the Company and its governance is available in the Corporate Governance Plan which can be found on the Company’s website.

 

Recommendation 6.2

A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.

Complying

The Company has adopted a Shareholder Communications Strategy which aims to promote and facilitate effective two-way communication with investors. The Shareholder Communications Strategy outlines a range of ways in which information is communicated to shareholders.

The Shareholder Communications Strategy can be found in Schedule 11 of the Board Charter which is available on the Company website.

Recommendation 6.3

A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

Complying

The Shareholder Communications Strategy states that as a part of the Company’s developing investor relations program, Shareholders can register with the Company Secretary to receive email notifications of when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports.  Links are made available to the Company’s website on which all information provided to the ASX is immediately posted.

Shareholders are encouraged to participate at all EGMs and AGMs of the Company. Upon the despatch of any notice of meeting to Shareholders, the Company Secretary shall send out material with that notice of meeting stating that all Shareholders are encouraged to participate at the meeting.

Recommendation 6.4

A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.

Complying

Security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX.

Shareholders queries should be referred to the Company Secretary at first instance.

Principle 7:  Recognise and manage risk

Recommendation 7.1

The board of a listed entity should:

(a)   have a committee or committees to oversee risk, each of which:

(i)      has at least three members, a majority of whom are independent directors; and

(ii)    is chaired by an independent director,

and disclose:

(iii)   the charter of the committee;

(iv)    the members of the committee; and

(v)     as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b)   if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.  

Complying

(a)   The Audit and Risk Committee was formed on 26 August 2015, with directors appointed as members of the Committee, being Mr Kiran Morzaria, Mr Reeves and Mr Coughlan.

The role and responsibilities of the Audit and Risk Committee are outlined in Schedule 3 of the Company’s Corporate Governance Plan available online on the Company’s website.

The Board devote time at annual board meeting to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures.

Recommendation 7.2

The board or a committee of the board should:

(a)   review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound, to determine whether there have been any changes in the material business risks the entity faces and to ensure that they remain within the risk appetite set by the board; and

(b)   disclose in relation to each reporting period, whether such a review has taken place.

Complying

(a)     The Company process for risk management and internal compliance includes a requirement to identify and measure risk, monitor the environment for emerging factors and trends that affect these risks, formulate risk management strategies and monitor the performance of risk management systems.  Schedule 8 of the Corporate Governance Plan is entitled ‘Disclosure – Risk Management’ and details the Company’s disclosure requirements with respect to the risk management review procedure and internal compliance and controls.

(b)     The Board Charter requires the Board to disclose the number of times the Board met throughout the relevant reporting period, and the individual attendances of the members at those meetings. Details of the meetings will be provided in the Company’s Annual Report. 

Recommendation 7.3

A listed entity should disclose:

(a)   if it has an internal audit function, how the function is structured and what role it performs; or

(b)   if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

Complying

Schedule 3 of the Company’s Corporate Plan provides for the internal audit function of the Company. The Board Charter outlines the monitoring, review and assessment of a range of internal audit functions and procedures.

Recommendation 7.4

A listed entity should disclose whether, and if so how, it has regard to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

Complying

Schedule 3 of the Company’s Corporate Plan details the Company’s risk management systems which assist in identifying and managing potential or apparent business, economic, environmental and social sustainability risks (if appropriate). Review of the Company’s risk management framework is conducted at least annually, and reports are continually created by management on the efficiency and effectiveness of the Company’s risk management framework and associated internal compliance and control procedures.

Principle 8: Remunerate fairly and responsibly

Recommendation 8.1

The board of a listed entity should:

(a)   have a remuneration committee which:

(i)       has at least three members, a majority of whom are independent directors; and

(ii)      is chaired by an independent director,

and disclose:

(iii)    the charter of the committee;

(iv)     the members of the committee; and

(v)      as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

(b)   if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

Part -Complying

The Remuneration Committee was formed on 26 August 2015, with directors appointed as members of the Committee, being Mr Reeves (Chairman) and Mr Coughlan.  Given the Company’s present size and scope of the Company’s operations, no efficiencies or benefits would be gained by having a third member. The Board intends to re-evaluate the requirement for another member as the Company’s operations increase in size and scale.

The role and responsibilities of the Remuneration Committee are outlined in Remuneration Committee Charter available online on the Company’s website.

The Board devote time at annual board meetings to fulfilling the roles and responsibilities associated with setting the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

 

Recommendation 8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives and ensure that the different roles and responsibilities of non-executive directors compared to executive directors and other senior executives are reflected in the level and composition of their remuneration.

Complying

The Company’s Corporate Governance Plan requires the Board to disclose its policies and practices regarding the remuneration of non-executive, executive and other senior directors.

Recommendation 8.3

A listed entity which has an equity-based remuneration scheme should:

(a)   have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

(b)   disclose that policy or a summary of it.

Complying

(a)   Company’s Corporate Governance Plan states that the Board is required to review, manage and disclose the policy (if any) on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme. The Board must review and approve any equity based plans.

(b)   A copy of the Company’s Corporate Governance Plan is available on the Company’s website.

 

 

QCA CORPORATE GOVERNANCE REPORT

 

The following sets out the Company’s Corporate Governance Report in accordance with the AIM Rules for Companies, a copy of which is also available from the Company’s website at:

https://www.europeanmet.com/wp-content/uploads/2018/09/Corporate-Governance-Website-Disclosure-EMH-Sept-2018-Final.pdf

 

 INTRODUCTION

 

In April 2018, the Quoted Companies Alliance (QCA) published an updated version of its Code which provides UK small and mid-sized companies such as European Metals Limited with a corporate governance framework that is appropriate for a Company of our size and nature. The Board considers the principles and recommendations contained in the QCA Code are appropriate and have therefore chosen to apply the QCA Code.

 

The updated 2018 QCA Code has 10 principles that should be applied.  Each principle is listed below together with an explanation of how the Company applies or otherwise departs from each of the principles.

 

PRINCIPLE ONE

Business Model and Strategy

 

The Company is a minerals exploration and development company and has a clear and definitive vision of the Company’s purpose, business model and strategy, being to develop the Cinovec lithium-tin project. The Company is currently preparing a definitive feasibility study.

 

European Metals owns 100% of the Cinovec lithium-tin project in the Czech Republic, through its wholly owned subsidiary Geomet s.r.o.. Cinovec is an historic mine incorporating a significant undeveloped lithium-tin resource with by-product potential including tungsten, rubidium, scandium, niobium and tantalum and potash. Cinovec hosts a globally significant hard rock lithium deposit with a total Indicated Mineral Resource of 348Mt @ 0.45% Li20 and 0.04% Sn and an Inferred Mineral Resource of 309Mt @ 0.39 Li20 and 0.04% Sn containing a combined 7.0 million tonnes Lithium Carbonate Equivalent and 263kt of tin.

 

An initial Probable Ore Reserve of 34.5Mt @ 0.65% Li20 and 0.09% Sn has been declared to cover the first 20 years mining at an output of 20,800tpa of lithium carbonate. This makes Cinovec the largest lithium deposit in Europe, the fourth largest non-brine deposit in the world and a globally significant tin resource.

 

PRINCIPLE TWO

Understanding Shareholder Needs and Expectations

 

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders.  The Company has close ongoing relationships with its private shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting. Investors also have access to current information on the Company though its website, www.europeanmet.com, and via Keith Coughlan, Managing Director, who is available to answer investor relations enquiries.

 

 

The Company has adopted a Shareholder Communications Strategy which aims to promote and facilitate effective two-way communication with investors. The Shareholder Communications Strategy outlines a range of ways in which information is communicated to shareholders.

The Shareholder Communications Strategy can be found in Schedule 11 of the Board Charter which is available on the Company website, www.europeanmet.com/corporate-governance.

 

PRINCIPLE THREE

Considering wider stakeholder and social responsibilities

 

The Board recognises that the long term success of the Company is reliant upon the efforts of the employees of the Company and its contractors, suppliers, regulators and other stakeholders.

 

The Company has close ongoing relationships with a broad range of its stakeholders and provides them with the opportunity to raise issues and provide feedback to the Company.

 

PRINCIPLE FOUR

Risk Management

 

The Audit and Risk Committee was formed on 26 August 2015, with directors appointed as members of the Committee, being Mr Kiran Morzaria, Mr Reeves and Mr Coughlan. The role and responsibilities of the Audit and Risk Committee are outlined in Schedule 3 of the Company’s Corporate Governance Plan available online on the Company’s website, www.europeanmet.com/corporate-governance.

 

The Board devotes time at board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures.

 

The Company process for risk management and internal compliance includes a requirement to identify and measure risk, monitor the environment for emerging factors and trends that affect these risks, formulate risk management strategies and monitor the performance of risk management systems.  Schedule 8 of the Corporate Governance Plan is entitled ‘Disclosure – Risk Management’ and details the Company’s disclosure requirements with respect to the risk management review procedure and internal compliance and controls.

 

The Board Charter requires the Board to disclose the number of times the Board met throughout the relevant reporting period, and the individual attendances of the members at those meetings. Details of the meetings will be provided in the Company’s Annual Report. 

 

PRINCIPLE FIVE

A Well Functioning Board of Directors

 

The Board currently comprises of 4 members: 2 Executive members (the Managing Director, Keith Coughlan and Executive Director, Richard Pavlik) and 2 Non-Executive members (the Chairman, Dave Reeves and Non-executive Director, Kiran Morzaria). Biographical details of the current Directors are set out within Principle Six below.  Pursuant to Article 8.5 of the Company’s Articles of Association, at each annual general meeting one third of the directors (or, if their number is not a multiple of three, the number nearest to but nor more than one-third shall retire from office by rotation. A retiring director shall be eligible for re-election.  All the Executive Directors are full time and the Non-Executive Directors are considered to be part time but are expected to provide as much time to the Company as is required.

 

All letters of appointment of Directors are available for inspection at the Company’s registered office during normal business hours.  The Board elects a Chairman to chair every meeting.

All letters of appointment of Directors are available for inspection at the Company’s registered office during normal business hours.  The Board elects a Chairman to chair every meeting.

 

The Board holds formal meetings periodically as issues arise and require more details. The Directors are in contact and discuss all necessary issues on a regular basis and to ensure that the Non-Executive Directors while not involved in the day to day running of the Company are still kept up to date on a regular basis. 

 

The Company has established Audit, Remuneration, and Nomination committees, particulars of which are set out in Principle Nine below.

 

The QCA recommends a balance between executive and non-executive Directors and recommends that there be two independent non-executives. The Board Charter provides for the disclosure of the names of Directors considered by the Board to be independent.

 

Mr Morzaria is a Board nominee of Cadence Minerals Plc (previously named  Rare Earth Minerals  Plc), which owns 26,860,756 CDIs in the Company. Mr Morzaria is also a director and chief executive of Cadence Minerals Plc. On this basis, Mr Morzaria is not an independent Non-executive Director. Mr Reeves is interested in CDIs, options and Class B Performance Shares, and on this basis is also not an independent Non-executive Director. However, the Board believes that both Mr Reeves and Morzaria are relevant qualified professionals and with an understanding of what is expected of a Non-Executive Director and discharge their duties as Non-Executive Directors in an effective and appropriate manner on behalf of shareholders as a whole. 

 

Given the Company’s present size and scope of the Company’s operations, no efficiencies or benefits would be gained appointing a Senior Independent Director (“SID”). The Board intends to re-evaluate the requirement for a SID as the Company’s operations increase in size and scale.

 

The details of the directors are disclosed in the Annual Report and Company website, www.europeanmet.com/directors-and-senior-management.

 

The Board Charter requires Directors to disclose their interest, positions, associations and relationships and requires that the independence of Directors is regularly assessed by the Board in light of the interests disclosed by Directors. Details of the Directors interests, positions associations and relationships are provided in the Annual Reports and Company website, www.europeanmet.com/directors-and-senior-management.

 

The Board Charter provides for the determination of the Directors’ terms and requires the length of service of each Director to be disclosed. The length of service of each Director is provided in the Annual Reports and Company website, www.europeanmet.com/directors-and-senior-management. The Corporate Code of Conduct, which applies to the Company’s directors, senior executives and employees. is in Schedule 2 of the Corporate Governance Plan which is on the Company’s website, www.europeanmet.com/corporate-governance.

 

PRINCIPLE SIX

Appropriate Skills and Experience of the Directors

 

The Company believes the current balance of skills in the Board as a whole, reflects a very broad range of commercial and professional skills across geographies and industries and each of the Director’s has experience in public markets. An assessment of the Board’s skills and expertise is also set out in the Corporate Governance Report included in the Company’s Annual Report and Accounts, and which is available on the Company’s website, https://www.europeanmet.com/shareholdercentre-reports.

 

The Board shall review annually the appropriateness and opportunity for continuing professional development whether formal or informal.

 

Profiles of the Directors are set out below:

 

Mr David Reeves – Non-executive Chairman

Mr Reeves is a qualified mining engineer with 25 years’ experience globally.  Mr Reeves holds a First Class Honours Degree in Mining Engineering from the University of New South Wales, a Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia and a First Class Mine Managers Certificate of Competency. Mr Reeves is the Managing Director of Calidus Resources Limited (ASX). Mr Reeves is currently a member of the Remuneration Committee, Audit and Risk Committee and Nomination Committee.

 

Mr Keith Coughlan – Managing Director

Mr Coughlan has almost 30 years’ experience in stockbroking and funds management.  He has been largely involved in the funding and promoting of resource companies listed on ASX, AIM and TSX.  He has advised various companies on the identification and acquisition of resource projects and was previously employed by one of Australia’s then largest funds management organizations.  Mr Coughlan is currently Non-executive Chairman of Calidus Resources Limited (ASX), and Non-executive Director of Southern Hemisphere Mining Limited (ASX).  He previously held the position of Non-executive Chairman of Talga Resources Limited (ASX) from 17 September 2013 to 8 February 2017.  Mr Coughlan is currently a member of the Audit and Risk Committee and Nomination Committee.

 

Mr Richard Pavlik – Executive Director

Mr Pavlik is the General Manager of Geomet s.r.o., the Company’s wholly owned Czech subsidiary, and is a highly experienced Czech mining executive. Mr Pavlik holds a Masters Degree in Mining Engineer from the Technical University of Ostrava in Czech Republic. He is the former Chief Project Manager and Advisor to the Chief Executive Officer at OKD. OKD has been a major coal producer in the Czech Republic. He has almost 30 years of relevant industry experience in the Czech Republic. Mr Pavlik also has experience as a Project Analyst at Normandy Capital in Sydney as part of a postgraduate program from Swinburne University. Mr Pavlik has held previous senior positions within OKD and New World Resources as Chief Engineer, and as Head of Surveying and Geology. He has also served as the Head of the Supervisory Board of NWR Karbonia, a Polish subsidiary of New World Resources (UK) Limited. He has an intimate knowledge of mining in the Czech Republic

 

Mr Kiran Morzaria – Non-executive Director

Mr Morzaria has a Bachelor of Engineering (Industrial Geology) and an MBA (Finance).  He has extensive experience in the mineral resource industry working in both operational and management roles.  He spent the first four years of his career in exploration, mining and civil engineering before obtaining his MBA.  Mr Morzaria has served as a director of a number of public companies in both an executive and non-executive capacity.  Mr Morzaria is a Director and Chief Executive of Cadence Minerals plc (AIM) and a director of UK Oil & Gas plc (AIM).  He was previously a Director of Bacanora Minerals plc (AIM).  Mr Morzaria is currently a member of the Remuneration Committee and the Audit and Risk Committee.

 

The CFO is not currently a member of the Board, which the Company believes is acceptable given the current focus of the Company on preparation of a definitive feasibility on the Cinovec deposit. As the scale and complexity of the Group develops, the Board will consider any further appointments to the Board as appropriate. The Company’s Chief Financial Officer, James Carter, is a CPA and Chartered Company Secretary with 20 years’ international experience in the mining industry and he is currently the Chief Financial Officer (CFO) of Keras Resources Plc (AIM).

 

PRINCIPLE SEVEN

Evaluation of Board Performance

 

The Board is responsible for evaluating the performance of the Board and individual directors on an annual basis. It may do so with the aid of an independent advisor. The process for this can be found in Schedule 6 of the Company’s Corporate Governance Plan which requires the Board to disclose whether or not performance evaluations were conducted during the relevant reporting period.

 

Due to the size of the Board and the nature of the business, it has not been deemed necessary to institute a formal documented performance review program of individuals.  However, the Chairman intends to conduct formal reviews each financial year whereby the performance of the Board as a whole and the individual contributions of each director are disclosed.  The Board considers that at this stage of the Company’s development an informal process is appropriate.

 

The review will assist to indicate if the Board’s performance is appropriate and efficient with respect to the Board Charter.

 

The Board regularly reviews its skill base and whether it remains appropriate for the Company’s operational, legal and financial requirements.  New Directors are obliged to participate in the Company’s induction process, which provides a comprehensive understanding of the Company, its objectives and the market in which the Company operates.

 

Directors are encouraged to avail themselves of resources required to fulfil the performance of their duties.

 

PRINCIPLE EIGHT

Corporate Culture

 

The Corporate Code of Conduct applies to the Company’s directors, senior executives and employees.

The purpose of the Corporate Code of Conduct is to provide a framework for decisions and actions in relation to ethical conduct in employment.  It underpins the Company’s commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders.  The document sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standard of behaviour expected from employees.

 

The directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Company has adopted, with effect from the date on which its shares were admitted to AIM, a code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016.

 

PRINCIPLE NINE

Maintenance of Governance Structures and Processes

 

The QCA Code recommends that the Company maintains governance structures and processes in line with its culture and appropriate to its size and complexity.

 

Ultimate authority for all aspects of the Company’s activities rests with the Board, the respective responsibilities of the Chairman and Chief Executive Officer arising as a consequence of delegation by the Board. The Board has adopted appropriate delegations of authority which set out matters which are reserved to the Board. The Chairman is responsible for the effectiveness of the Board, while management of the Company’s business and primary contact with shareholders has been delegated by the Board to the Managing Director.

 

The Board has established the following committees.

 

Audit and Risk Committee

The Audit and Risk Committee was formed on 26 August 2015, with directors appointed as members of the Committee, being Mr Kiran Morzaria, Mr Reeves and Mr Coughlan. The role and responsibilities of the Audit and Risk Committee are outlined in Schedule 3 of the Company’s Corporate Governance Plan available online on the Company’s website, www.europeanmet.com/corporate-governance.

 

This committee has primary responsibility for monitoring the Financial Reporting function and internal controls in order to ensure that the financial performance of the Company is properly measured and reported. The committee receives the financial reports from the executive management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee shall meet not less than twice in each financial year and it has unrestricted access to the Company’s auditors.

 

Remuneration Committee

The Remuneration Committee was formed on 26 August 2015, with directors appointed as members of the Committee, being Mr Kiran Morzaria, Mr Reeves. The role and responsibilities of the Remuneration Committee are outlined in Schedule 3 of the Company’s Corporate Governance Plan available online on the Company’s website, www.europeanmet.com/corporate-governance.

 

The Remuneration Committee reviews the performance of the executive directors and employees and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also considers and approves the granting of share options pursuant to the share option plan and the award of shares in lieu of bonuses pursuant to the Company’s Remuneration Policy.

 

Nominations Committee

The Nominations Committee was formed on 26 August 2015, with directors appointed as members of the Committee, being Mr Reeves and Mr Coughlan. The role and responsibilities of the Nominations Committee are outlined in Schedule 3 of the Company’s Corporate Governance Plan available online on the Company’s website, www.europeanmet.com/corporate-governance.

 

PRINCIPLE TEN

Shareholder Communication

 

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting.

 

Investors also have access to current information on the Company though its website, www.europeanmet.com, and via Keith Coughlan, Managing Director, who is available to answer investor relations enquiries.

 

The Company shall include, when relevant, in its annual report, any matters of note arising from the audit or remuneration committees.

 

 

ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES

 

The following additional information is required by the Australian Securities Exchange Ltd in respect of listed public companies only.

 

1   

Shareholding as at 14 September 2018

(a) 

Distribution of Shareholders

Number

Category (size of holding)

of Shareholders

1 – 1,000

106

1,001 – 5,000

263

5,001 – 10,000

167

10,001 – 100,000

262

100,001 – and over

120

918

(b) 

The number of shareholdings held in less than marketable parcels is 136.

(c) 

Voting Rights

The voting rights attached to each class of equity security are as follows:

141,464,727 CDIs

Each CDI is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.

(d) 

20 Largest Shareholders – CDIs as at 14 September 2018

Rank

Shareholder

Number of CDIs

% Held

1.

Citicorp Nominees Pty Limited

28,862,460

20.40

2.

Armco Barriers Pty Ltd

12,902,000

9.12

3.

J P Morgan Nominees Australia Limited

9,082,965

6.42

4.

Inswinger Holdings Pty Ltd

8,500,000

6.01

5.

Vidacos Nominees Limited <CLRLUX>

3,746,283

2.65

6.

Mrs Eleanor Jean Reeves <Elanwi A/C>

3,720,244

2.63

7.

Barclays Direct Investing Nominees Limited <Client 1>

2,869,515

2.03

8.

JM Nominees Limited <Jarvis>

2,799,825

1.98

9.

Hargreaves Lansdown (Nominees) Limited <15942>

2,643,116

1.87

10.

Lawshare Nominees Limited <SIPP>

2,281,904

1.61

11.

Hargreaves Lansdown (Nominees) Limited <VRA>

2,217,863

1.57

12.

Interactive Investor Services Nominees Limited <SMKTISAS>

2,034,295

1.44

13.

HSBC Global Custody Nominees (UK) Limited <777329>

1,910,000

1.35

14.

MR Neil Thacker MacLachlan

1,902,202

1.34

15.

CGWL Nominees Limited <GC1>

1,879,433

1.33

16.

Interactive Investor Services Nominees Limited <SMKTNOMS>

1,597,699

1.13

17.

Court Securities Pty Ltd

1,580,000

1.12

18.

Mr Edward Francis Gerrard Nealon

1,571,429

1.11

19.

HSDL Nominees Limited

1,469,481

1.04

20.

Lichter Services Pty Ltd <Lichter Family S/F A/C>

1,400,000

0.99

Total Top 20 Shareholders

94,970,714

67.14

2   

The name of the Company Secretary is Ms Julia Beckett.

3   

The address of the principal registered office in Australia is Suite 12, Level 1, 11 Ventnor Avenue, West Perth WA 6005. Telephone +61 8 6245 2050.

4   

Registers of securities are held at the following addresses

Computershare Investor Services Limited

Level 11

172 St Georges Terrace

Perth, Western Australia 6000

5   

Securities Exchange Listing

Quotation has been granted for all the CDIs of the Company on all Member Exchanges of the Australian Securities Exchange Limited.

6   

Unquoted Securities

A total of 4,150,000 options over unissued CDIs are on issue.

A total of 5,000,000 B Class Performance Shares

7   

Use of Funds

The Company has used its funds in accordance with its initial business objectives.

 

 

TENEMENT SCHEDULE

 

Deposit

Project

Ownership

Exploration Area

Cinovec

n.a.

Czech Republic

100%

Cinovec II

Cinovec III

Cinovec IV

Preliminary mining permit

Cinovec II

Cinovec East

Cinovec III

Cinovec South

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

Hemogenyx Pharmaceuticals Plc – Half-year Report

Hemogenyx Pharmaceuticals plc (LSE: HEMO), the Standard Listed biopharmaceutical group developing new therapies and treatments designed to transform bone marrow transplantation for the treatment of blood diseases, announces unaudited interim results for the six-month period ended 30 June 2018.

All financial amounts are stated in GBP British pounds unless otherwise indicated.

 

Key highlights

CDX Antibodies

·     Continued progress towards the goal of submitting an IND application to the FDA for CDX antibodies

·     First data results show CDX antibodies can attack and eliminate Acute Myelogenous Leukemia in vitro

·     Development agreement with Global pharmaceutical company for CDX antibodies

 

Humanised mice

·     Patent application filed for new type of humanised mouse with chimeric mouse-human blood system

·     Rockefeller University Research Collaboration targeting new treatments for Lupus using humanised mice

·     Collaboration with major US biotechnology firm worth up to US$250,000

 

Board & SAB appointments

·     Appointment of Sir Marc Feldmann, pioneer of anti-TNF therapy, as Executive Chairman

·     Appointment of cancer research expert Dr Michael Shepard, inventor of Herceptin, major breast cancer drug to Scientific Advisory Board

Commenting on Outlook, Sir Marc Feldmann, Executive Chairman, said:

“Overall the Board is very pleased with the progress being made, in particular the unlocking of opportunities for CDX antibodies, as well as the potential value that can be created through the Company’s new type of humanised mice. Hemogenyx is confident that these humanised mice will be of interest to large biopharmaceutical companies and has the potential to form the basis of significant future collaborations and the Company hopes to update shareholders on progress in this area.

“The Board believes that the Company is well-advanced on the planned development steps that were announced at Admission and we hope to provide further updates to shareholders as we progress. The Company looks forward to the future with confidence.”

 

Hemogenyx Pharmaceuticals Limited

www.hemogenyx.com

Dr Vladislav Sandler, Chief Executive Officer & Co-Founder

Via Walbrook PR

Sir Marc Feldmann, Executive Chairman

Northland Capital Partners Limited

Tel: +44 (0)20 3861 6625

Matthew Johnson, Vadim Alexandre, Dugald J Carlean

Peterhouse Corporate Finance Limited

Tel: +44 (0)20 7469 0930

Lucy Williams, Duncan Vasey

Walbrook PR (UK Media & Investor Relations)

Tel: +44 (0)20 7933 8780 or hemogenyx@walbrookpr.com

Paul McManus

Mob: +44 (0)7980 541 893

US Media enquiries

Lowell Goodman

Tel: +1 (323) 646-3249 or  lowell@corbomitecomms.com

 

About Hemogenyx Pharmaceuticals Plc

Hemogenyx Pharmaceuticals PLC. is a publicly traded company (LSE: HEMO) headquartered in London, with its wholly owned US operating subsidiary, Hemogenyx LLC, located in Brooklyn, New York at its state-of-the-art research facility (“Hemogenyx”).

For more than 50 years, bone marrow transplantation has been used to save the lives of patients suffering from blood diseases. The risk of toxicity and death that are associated with bone marrow transplantation, however, have meant that the procedure is used only as a last resort and its use is restricted. Hemogenyx’s technology has the potential to enable many more patients suffering from devastating blood diseases, such as leukemia and lymphoma, as well as severe autoimmune diseases, such as multiple sclerosis, aplastic anemia and systemic lupus erythematosus (Lupus), to benefit from bone marrow transplantation.

Hemogenyx is a pre-clinical stage biopharmaceutical group developing new medicines and treatments to bring the curative power of bone marrow transplantation to a greater number of patients suffering from otherwise incurable life-threatening diseases. Hemogenyx is developing two distinct and complementary products, as well as a platform technology that it uses as an engine for novel product development.

 

Interim Management Report

Hemogenyx Pharmaceuticals plc presents an update on the Company for the six months ended 30 June 2018.

Hemogenyx Pharmaceuticals plc is the holding company for Hemogenyx LLC (“Hemogenyx”), a US based biotechnology company developing therapies to transform bone marrow and blood stem cell transplant procedures. The Company is developing two products based on a key finding made by Dr Vladislav Sandler, the Co-Founder and Chief Executive, for the $8-9 billion bone marrow / haematopoietic stem cell transplant market which could replace chemotherapy and radiation as a means of pre-transplant conditioning, as well as addressing the problem of stem cell donor availability and issues around relapse or cell rejection after transplantation.

 

These two products are:

Conditioning product (“CDX antibodies”) – CDX bi-specific antibodies which redirect a patient’s own immune cells to eliminate unwanted blood stem cells preparing a patient for bone marrow transplantation;

Cell therapy product (“Hu-PHEC”) – Cell replacement product using Human Postnatal Hemogenic Endothelial Cells to generate cancer-free, patient-matched blood stem cells after transplant into the patient.

 

The Company has also developed a platform technology for disease modelling and drug discovery:  

Advanced Hematopoietic Chimeras (“AHC”) – Hemogenyx has developed a new type of humanised mice to advance its own product development, CDX antibodies. The unique properties of the AHC, a functional human immune system, converts them into a platform technology and opens up new exciting opportunities for the Company. These include disease modelling (blood cancers and severe autoimmune diseases) and pre-clinical testing of novel drugs and treatments. In addition, AHC are to become a source of revenue for the Company via paid collaboratioins with biopharmaceutical companies and research institutions.

To date, Hemogenyx has made impressive progress on its two products whilst efficiently using the Company’s limited financial resources. The main focus is to progress the CDX antibodies initial conditioning product to readiness for clinical trials, as well as to continue to develop the Hu-PHEC cell therapy product.

 

H1 progress update

During the first half of the year, Hemogenyx continued to make progress towards the goal of submitting an IND (Investigational New Drug) application to the FDA for CDX antibodies.

The Company was able to demonstrate that CDX bi-specific antibodies were capable of attacking and eliminating the blood cancer Acute Myelogenous Leukemia (AML) in vitro, the first step in demonstrating that the lead candidate is effective in the treatment of AML. The Company hopes to be able to show that CDX bi-specific antibodies are capable of redirecting a patient’s own immune cells to eliminate both AML and blood stem cells preparing a patient with relapsed/refractory AML for bone marrow transplantation. If succesful, this product would be able to complement, or possibly replace, traditional methods of chemotherapy and radiation currently used both in AML treatment and  conditioning.

Hemogenyx was also very pleased to announce in May the signing of a development agreement with a leading global pharmaceutical company to complement the Company’s own CDX antibodies development. Although the Company is unable to disclose the name of the collaborating company, Hemogenyx is encouraged by the support being received from it and believes this will greatly increase the probability of success in bringing CDX antibodies to clinical trials and beyond.

In late February the Company announced the filing of a provisional patent application relating to its newly developed AHC. At the time the Company expected this development to be of interest to large biopharmaceutical companies and has the potential to form the basis of a number of significant future collaborations. Subsequently, in May, the Company announced a collaboration with a major US biotechnology company to use its AHC as a tool for drug development and testing in a deal worth up to approximately $250,000. The US biotechnology company is a leader in the field of blood cancer treatment, and whilst the details cannot be disclosed, the collaboration has been positive and the Company remains confident that this partnership has the potential to generate further income as it progresses.

In addition, May also saw the confirmation of  a new collaboration agreement with Rockefeller University focused on utilising the Company’s AHC for auto-immune disease modelling with the aim of developing new treatments for diseases such as Lupus. This collaboration has the potential to extend the Company’s product candidate opportunities into a new and exciting area, whilst at the same time being funded through future non-dilutive grant funding.

 

Scientific Advisory Board & Board update

During the first half the Company was very pleased to welcome Dr Michael Shepard to the Scientific Advisory Board (“SAB”). Dr Shepard is a renowned cancer research specialist and his work led to the discovery and development of many successful cancer treatments including Herceptin/trastuzumab, an antibody used to treat breast cancer patients when he was at Genentech. Sales of Herceptin last year exceeded $6.5 billion worldwide.

Hemogenyx’s SAB brings together a number of experienced experts with extensive biotech and large pharma drug development experience and their calibre is a reflection of the potential opportunity that the Company’s therapies present.

In April Professor Sir Marc Feldmann extended his commitment to the Company and became Executive Chairman, in addition to his role as Chairman of the Scientific Advisory Board.

 

Financial Results

During the six months ended 30 June 2018 the Company recorded a loss of £647,423  (H1 2016: £137,170 loss). The increase in loss from the comparable period in 2017 reflects an increase in operational development made possible by the reverse acquisition and fundraising completed in October 2017.

The Company recorded consultancy income of £91,358 during the period ended 30 June 2018 (H1 2017: £103,004) which relates to funds received from a third party under a research collaboration programme associated with humanised mice.

As at present, the Company remains within budget for the developments of its products.

 

Outlook

Overall the Board is very pleased with the progress being made, in particular the unlocking of opportunities for CDX antibodies, as well as the potential value that can be created through the Company’s new type of humanised mice. Hemogenyx is confident that its AHC will be of interest to large biopharmaceutical companies and has the potential to form the basis of significant future collaborations and the Company hopes to update shareholders on progress in this area.

The Board believes that the Company is well-advanced on the planned development steps that were announced at Admission and it hopes to provide further updates to shareholders as the Company progresses. The Company looks forward to the future with confidence.

 

Principal risks and uncertainties

The principal risks and uncertainties surrounding the Group’s business are set out in detail in the Principal Risks and Uncertainties section of the Strategic Report included in the 2017 Annual Report and Accounts, a copy of which is available on the Group’s website: https://hemogenyx.com/. Those risks and uncertainties include, but are not limited to, the following factors:

 

The risk factors are summarised below:

Risks relating to the Group’s business strategy

The Group’s business is relatively undeveloped

The operations of Hemogenyx are at a relatively early stage and, to date, no commercial sales of its products have been made. The ability of the Group to achieve commercialisation is dependent on a number of factors, many of which are outside of the Group’s control. Examples of factors outside of the Group’s control are the impact of Brexit, capital market conditions, FDA approval and competition.

 

Business Strategy of the Group

The development of clinical products for new medical treatments is inherently uncertain, with high failure rates in clinical studies for both early and late stage development products and such clinical studies can be expensive, time-consuming and complicated and there is no certainty as to the outcome of such studies. Even once clinical studies have been successfully carried out, later phase trials may not successfully replicate or improve on such outcomes.

 

Staffing and key personnel

The Group is reliant on a number of the key personnel, in particular Dr Vladislav Sandler who is the founder of Hemogenyx (refer to Corporate Governance Report for further detail). Whilst the Group has endeavoured to ensure that it has contractual arrangements which include non-compete restrictions in place with such persons to lessen the risk of them ceasing to be involved with the Group, in the event that the Group was to lose the services of such individuals, its results could be adversely affected.

 

Costs to commercialisation

The ability of the Group to bring its products to first commercial sale will be dependent in part on the overall costs of manufacturing and the costs involved could be significant and there is no guarantee that the sale prices achievable for its products will be viable and sustainable.

 

Clinical studies and timelines risk

Hemogenyx is currently progressing its CDX and Hu-PHEC product candidates through preclinical development. Although encouraging results have been achieved so far, there can be no certainty that these results can be reproduced in clinical trials. The monies raised in the Placing and the Subscription in October 2017 are intended to support those preclinical development activities.

The development of clinical products for new medical treatments is inherently uncertain, with high failure rates in clinical studies for both early- and late-stage development products. Furthermore, such clinical studies (Phase 1, Phase 2a/2b, Phase 3) are typically expensive, complex, can take considerable time to complete and have uncertain outcomes.

 

Furthermore, as a result of adverse, undesirable, unintended or inconclusive results from any testing or clinical trials (which have yet to be designed), the future progress, planning and potential treatment outcome of the products and clinical programmes may be affected, and may potentially prevent or limit the commercial use of one, many or all of the Company’s products. In addition, later phase clinical trials may fail to show the desired safety and efficacy obtained in earlier studies, and a successful completion of one stage of clinical development of an investigational clinical product does not ensure that subsequent stages of clinical development will be successful.

Failure can occur at any stage of clinical development and, as a result, enforced delays to the clinical development plan could delay or prevent commercialisation of the Company’s product candidates. Various factors associated with the potential failure or delay in completing a clinical programme include, but are not limited to:

 

•        Delays in securing clinical investigators or clinical study sites;

•        Delays in securing any regulatory authority, hospital ethics committee, or institutional review board approval or approvals necessary to commence a clinical study;

•        Delays or failure to recruit a sufficient number of clinical study participants in accordance with the clinical studprotocol;

•        Difficulty or inability to monitor subjects adequately during or after treatment;

•        Inability to replicate in Phase 3 controlled studies any safety and efficacy data obtained from controlled Phase 2a/2b clinical studies;

•        Difficulty or inability to secure clinical investigator compliance to follow the approved clinical study protocol; and

•        Unexpected adversevents or any other safety or related issues.

 

Research and development risk

The Group operates in the biotechnology and bio-pharmaceutical development sectors and carries out complex scientific research. If the research or preclinical testing or clinical trials of any of Hemogenyx’s product candidates fail, meaning that these candidates will not be licensed or marketed, this would result in a complete absence of revenue from these failed candidates. Positive results from preclinical and early clinical studies do not guarantee positive results from clinical trials required to permit application for regulatory approval. Furthermore, the Group may discontinue the development of candidates if results are not positive or unlikely to further its progress towards a meaningful outcome or collaboration.

 

Intellectual property (IP) infringement

 The Group may be subject to future litigation concerning its own IP and the IP of others. Adverse judgements in relation to its IP would likely have negative outcomes for its results of operations.

 

Environmental and other regulatory requirements

The event of a breach with any environmental or regulatory requirements may give rise to reputational, financial or other sanctions against the Group, and therefore the Board considers these risks seriously and designs, maintains and reviews its policies and processes so as to mitigate or avoid these risks. Whilst the Board has a good record of compliance, there is no assurance that the Group’s activities will always be compliant.

 

Financing

The Group’s ability to develop its product through to commercial sale will depend upon the Group’s ability to obtain financing primarily through a further raising of new equity capital. Although the Group has been successful in raising new equity capital there can be no guarantee that it will be able to do so in the future. The Group may not be successful in procuring the requisite funds on terms which are acceptable to it (or at all) and, if such funding is unavailable, would raise questions over its ability to further develop its products through to commercialisation. Further, Shareholders’ holdings of Ordinary Shares may be materially diluted if debt financing is not available.

  

Market Conditions

Market conditions, including general economic conditions and their effect on exchange rates, interest rates and inflation rates, may impact the ultimate value of the Group regardless of its operating performance. The Group also faces competition from other organisations, some of which may have greater resources or be more established in a particular territory. The Board considers and reviews all market conditions to try and mitigate any risks that may arise from these.

 

Political and Country risk – EU Referendum

 The Company is quoted in the United Kingdom (UK) and operates in the UK and European Union (EU), in addition to other territories. As a result of the Referendum result, the Company may be subject to the impact of the UK leaving the EU. As a result, given the ongoing uncertainty surrounding the situation the Company is monitoring matters and seeking advice as to how to mitigate the risks arising.

Responsibility Statement

We confirm that to the best of our knowledge:

  • the Half Year Report has been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, as adopted by the EU; and
  • gives a true and fair view of the assets, liabilities, financial position and loss of the Group; and
  • the Half Year Report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the set of interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year.
  • The Half Year Report includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.

 

The Half Year Report was approved by the Board of Directors and the above responsibility statement was signed on its behalf by:

Lawrence Pemble

Chief Operating Officer

28 September 2018

 

Condensed Consolidated Interim Statement of Comprehensive Loss

For the six months ended 30 June 2018

Continuing Operations

Note

6 months to 30 June 2018

Unaudited

6 months to 30 June 2017

Unaudited

£

£

Revenue

                –

                –

Administrative Expenses

        715,474

220,853

Depreciation Expense

         24,747

13,097

Operating Loss

   (740,221)

   (233,950)

Other Income

5

        91,358

        103,004

Interest income

1,440

169

Finance Costs

        –

        (6,393)

Loss before Taxation

    (647,423)

    (137,170)

Tax credit

Loss for the period attributable to equity owners

    (647,423)

    (137,170)

Items that will be reclassified subsequently to profit or loss:

   Translation of foreign operations

        20,783

(16,660)

Other Comprehensive income for the year

        (626,639)

        (153,830)

Total comprehensive income to the year attributable to the equity owners

    (626,639)

    (153,830)

Basic and diluted earnings (per share)

6

            (0.00)

            (0.00)

The 2017 comparatives are for the trading entity in compliance with IFRS following the reverse acquisition in 2017. For further information please refer to Note 4 of the Audited Financial Statements for the year ended 31 December, 2017

 

Condensed Consolidated Interim Statement of Financial Position

As at 30 June 2018

Note

30 June 2018

Unaudited

Year Ended

31 December 2017

Audited

£

£

Assets

Non-current assets

Property, plant and equipment

        194,326

        191,578

Intangible asset

       263,132

        257,525

Total non-current assets

        457,458

        449,103

Current assets

Trade and other receivables

         183,296

         69,784

Cash and cash equivalents

    1,242,926