Final Results
Vast Resources plc / Ticker: VAST / Index: AIM /
Sector: Mining
31 October 2023
Vast Resources plc(‘Vast’ or the
‘Company’)
Final Results
Vast Resources plc, the AIM-listed mining
company, is pleased to announce its final results for the 12-month
period ended 30 April 2023. A copy of the annual report will be
available on the Company’s website at www.vastplc.com and printed
copies are being posted to shareholders.
**ENDS**
For further information, visit
www.vastplc.com or please contact:
Vast
Resources plcAndrew Prelea (CEO)Andrew Hall (CCO) |
www.vastplc.com+44 (0) 20 7846 0974 |
Beaumont
Cornish – Financial & Nominated AdvisorRoland
CornishJames Biddle |
www.beaumontcornish.com+44 (0) 20 7628 3396 |
Shore
Capital Stockbrokers Limited – Joint Broker Toby Gibbs /
James Thomas (Corporate Advisory) |
www.shorecapmarkets.co.uk +44 (0) 20 7408 4050 |
Axis
Capital Markets Limited – Joint Broker Richard
Hutchinson |
www.axcap247.com +44 (0) 20 3206 0320 |
St Brides
Partners LimitedSusie Geliher |
www.stbridespartners.co.uk+44 (0) 20 7236 1177 |
OVERVIEW OF THE YEAR ENDED 30 APRIL
2023
Vast Resources plc (‘Vast’ or the ‘Group’ or the
‘Company’) is focused on key mining opportunities in Romania,
Zimbabwe and Tajikistan. These opportunities comprise the Baita
Plai Polymetallic Mine (“BPPM”) in Romania, the Group’s expected
opportunity in Zimbabwe, and participation in a mining project in
Tajikistan (“Takob project”) from which the Company will receive
the equivalent of a 12.25% royalty on all sales of non-ferrous
concentrate and other metals produced from an operating fluoride
and galena mine. The Group continued to hold the Manaila
Polymetallic Mine (“MPM”) on care and maintenance during the
reporting period with the expectation of a funding round at a later
stage.
BPPM produced concentrate throughout the year,
increasing milled production from 38,108 metric tonnes for the year
ended 30 April 2022 to 60,750 metric tonnes for the year ended 30
April 2023. The Company continued to invest in BPPM to support the
transition to mechanised mining. The Company began a drilling
campaign at BPPM with the objective of establishing an enlarged
JORC compliant Mineral Resource potentially upgrading the existing
Mineral Resource with the inclusion of a JORC compliant Exploration
Target of 11.65 to 12.65 million tonnes. Initial results received
after the year end were very encouraging confirming the potential
to extend the mining area.
Having established steady state production of a
95% minimum fluorite concentrate at the Takob mine in Tajikistan,
the Takob project commenced production of a lead and zinc
concentrate at the end of the year and has executed its first
shipment after the year end. Shortly before the date of this report
the Company has executed a Memorandum of Understanding (MoU) which
will give it an interest in, and management responsibility for, the
Aprelevka gold mines in the Tien Shan Belt of Tajikistan.
Significant progress has been made towards
achieving a satisfactory outcome to our historic position in
Zimbabwe and this has continued very positively post year end.
Financial
- Unchanged revenues for the year
ended 30 April 2023 (US$3.7 million) compared to the year ended 30
April 2022 (US$ 3.8 million). Despite product sales increasing
revenues were impacted by lower copper prices.
- 14% decrease in other
administrative and overhead expenses for the year ended 30 April
2023 (US$3.9 million) compared to the year ended 30 April 2022
(US$4.5 million). The decrease is due to a significant reduction in
payroll costs mainly due to the elimination of expatriate employee
headcount and general reductions in expenses.
- Foreign exchange gains of US$1.4
million for the year ended 30 April 2023 compared to losses of
US$3.8 million for the year ended 30 April 2022. These profits
arise from the Company’s USD denominated funding of its Romanian
Lei functional currency subsidiaries and are partly compensated by
foreign exchange translation losses of US$1.2 million. The Company
funds its Romanian businesses in USD given this funding will
ultimately be repaid from USD denominated sales.
- A decrease in losses after taxation
in the year ended 30 April 2023 (US$10.5 million) compared to the
year ended 30 April 2022 (US$15.5 million). Eliminating the effects
of foreign exchange gains and losses, the loss for the period has
increased from US$11.7 million for the year ended 30 April 2022 to
US$11.9 million for the year ended 30 April 2023.
- Cash balances at the end of the
period US$0.530 million compared to US$0.130 million at 30 April
2022.
Operational Development
- BPPM milled production from 38,108
metric tonnes for the year ended 30 April 2022 to 60,750 metric
tonnes for the year ended 30 April 2023.
- The Company continued to invest in
BPPM to support the transition to mechanised mining. Long-hole
stopping was introduced during the period with the purchase,
delivery, and installation of drill rigs.
- The Company completed a second
milling circuit at BPPM.
- The Company began drilling at BPPM
for the purpose of establishing an enlarged JORC compliant Mineral
Resource which gives the Company potential to upgrade the existing
Mineral Resource with the inclusion of a JORC compliant Exploration
Target of 11.65 to 12.65 million MT at 0.98% to 1.69% copper, 0.23%
to 0.57% lead, and 0.17% to 0.62% zinc.
- Following the successful opening of
the Takob Mine Processing Project at the Takob Mine in Tajikistan
with Open Joint Stock Company Korkhanai Boygardonii Takob
("Takob"), the Takob project has executed an exclusive offtake
contract with Trafigura PTE. Ltd, one of the world’s leading
independent commodity trading and logistics companies for the sale
of bulk concentrates produced via the Takob project.
- Steady state production of a 95%
minimum fluorite (CaF₂) concentrate was attained at the Takob mine
in Tajikistan thus achieving satisfaction of a major performance
condition of the contract with Korkhanai Boygardonii Takob.
Post reporting date:
- Initial drilling results for BPPM
received after the year end were very encouraging confirming the
potential to extend the mining area.
- On 14 July 2023, an employee was
fatally injured in a mine transportation incident. The Directors
and Management of Vast express their sincere condolences to the
family and colleagues of the deceased and will be providing all
necessary support to the family.
- Execution of first shipment to
Trafigura of lead and zinc concentrate from the Takob mine in
Tajikistan.
- Execution of a Memorandum of
Understanding (MoU) which will give it an interest in, and
management responsibility for, the Aprelevka gold mines in the Tien
Shan Belt of Tajikistan.
FundingEquity:Fundraising share
issues during the year (gross proceeds before cost of issue):
£ |
|
$ |
Shares issued |
|
Issued
to |
6,901,967 |
|
8,232,634 |
1,661,286,533 |
|
Placing with
investors |
1,743,325 |
|
2,121,265 |
249,046,446 |
|
Subscription
by investors |
82,500 |
|
99,753 |
15,000,000 |
|
Subscription
by management |
1,420,845 |
|
1,750,000 |
511,963,302 |
|
Settle
debt |
10,148,637 |
|
12,203,652 |
2,437,296,281 |
|
|
Post reporting date:
£ |
|
$ |
Shares issued |
|
Issued
to |
3,520,350 |
|
4,409,350 |
1,419,000,000 |
|
Placing with
investors |
3,520,350 |
|
4,409,350 |
1,419,000,000 |
|
|
Debt:
- On 16 May 2022, the Company repaid
in full the outstanding bonds owed to Atlas and subsequently made a
US$1 million debt reduction to the amount owed to Mercuria. These
repayments were in part financed by a US$4 million asset backed
debt facility from A&T Investments SARL (“Alpha”) with maturity
15 May 2023.
Post reporting date:
- The Company has been in continuing
discussions with Mercuria and Alpha regarding extensions in the
repayment date for the totality of the debt owed so as to allow
further time to finalise the receipt of proceeds associated with an
historic claim in its operations. Mercuria and Alpha have been and
continue to be supportive to the Company having extended the
repayment date on several occasions with the current extension
running to 30 November 2023.
Management
- Craig Harvey, Technical Director
and Chief Operating Officer resigned on 3 March 2023.
Political and environmental
- The conflict in Ukraine has not had
any direct adverse impact on Vast’s operations but has continued to
impact commodity markets.
CHAIRMAN’S REPORT
There have been some notable successes this
year. Despite economic and geopolitical headwinds, the Company
successfully refinanced the Atlas bond facility in May 2022.
Production improved at the Baita Plai Polymetallic Mine (“BPPM”)
with the introduction of long-hole stopping. Significant progress
was made by the parties relating to our historic position in
Zimbabwe, which progress has continued positively after year
end.
RomaniaProduction at the Baita
Plai Polymetallic Mine (“BPPM”) increased over last year, and the
Company transitioned to a mechanised mining methodology, commencing
long-hole stopping in calendar Q3 2022. A second milling circuit
was also added. This has created the platform for further
production increases.
The Company began a drilling campaign at BPPM
with the objective of establishing an enlarged JORC compliant
Mineral Resource potentially upgrading the existing Mineral
Resource with the inclusion of a JORC compliant Exploration Target
of 11.65 to 12.65 million tonnes. Initial results received after
the year end were very encouraging confirming the potential to
extend the mining area and to this end the Company will seek to
increase capacity accordingly at the appropriate time.
Given the many priorities and challenges during
the year, the Company continues to maintain the Manaila
Polymetallic Mine (“MPM”) on care and maintenance. The Company
continues to engage with potential new investors at the project
level to support the restart.
Very sadly, on 14 July 2023, a mine employee at
BPPM was fatally injured in a mine transportation incident.
Directors and Management of Vast express their sincere condolences
to the family and colleagues of the deceased and the Company is
providing all necessary support to the family.
TajikistanTajikistan provides
the Company with an exciting opportunity to develop local mining
and production capabilities in partnership with Takob. Having
established steady state production of a 95% minimum fluorite
concentrate at the Takob mine in Tajikistan, the Takob project
commenced production of a lead and zinc concentrate at the end of
the year. The Directors believe that Tajikistan offers the
potential for other exciting developments.
ZimbabweVery positive progress
has been made concerning our historic position in Zimbabwe.
Directors and managementCraig
Harvey, Technical Director and Chief Operating Officer resigned on
3 March 2023. I would like to thank Craig for his contribution to
the Company during his tenure as a director. We wish him well for
the future. Craig’s responsibilities regarding Romania are now
undertaken by Nicolae Turdean, our Romanian Country Manager.
Nicolae is a mining engineer with decades of experience in the
mining industry and was previously President of Romania’s National
Agency for Mineral Resources and prior to that CEO of Cupru Min, a
Romanian state owned copper mine.
FundingOn 16 May 2022, the
Company repaid in full the outstanding bonds owed to Atlas and
subsequently made a US$1 million debt reduction to the amount owed
to Mercuria. These repayments were in part financed by a US$4
million asset backed debt facility from A&T Investments SARL
(“Alpha”) with maturity 15 May 2023 which has subsequently been
extended by mutual agreement to 30 November 2023.
Corporate GovernanceAs stated
in the Strategic Report, the Company has adopted the Quoted Company
Alliance (‘QCA’) code on Corporate Governance. The Board strives to
promote a corporate culture based on sound ethical values and
behaviours. The Company maintains a strict anti-corruption and
whistle blowing policy and the Directors are not aware of any event
in any jurisdiction in which it operates that might be considered
to be a breach of this policy. The Company has formally adopted
Code of Conduct, Health and Safety, Environmental, and Human Rights
policies which clearly articulate the Board’s expectations and
strengthen the control environment of the organisation. The Company
continues to operate 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. The Company
is also committed to maintaining open dialogue with shareholders,
employees and other stakeholders.
AppreciationThe continued
support and resolve of shareholders and other stakeholders through
times that have been challenging is much appreciated. To fellow
directors, thank you for your advice and support, and to management
and staff both in Romania and Zimbabwe for their continued effort
on behalf of the Company. Above all we wish all our stakeholders
well in these difficult times and remain committed to safeguarding
the safety of our employees and the communities in which we
operate.
Brian
MoritzChairman
STRATEGIC REPORT
Principal activities, review of business
and future developmentsVisionThe vision
of the Group continues to be to become a mid-tier mining group, one
of the largest polymetallic (copper, zinc, silver, and gold)
producers in Romania, and a major player in the re-emergence of the
mining industry in Tajikistan.
Principal activitiesIn Romania
the Group has focused on operating the Baita Plai Polymetallic Mine
(“BPPM”) which commenced production in October 2020. The Manaila
Polymetallic Mine (“MPM”) has remained on care-and-maintenance
during the period and the Company is engaged with new investors to
support the restart.
In Tajikistan, the Group has a mining project in
Tajikistan with a fluoride and galena mine to produce and market
non-ferrous concentrate and other metals.
In Zimbabwe, the Group continues to focus on
bringing the historic position to a satisfactory conclusion and,
post year end, the Group is now very well advanced on this.
In both Romania and Tajikistan, the Group holds
further mining claims or other interests which are under
appraisal.
Review of business
RomaniaBPPM (100%
interest)
Operations
The Company has continued to invest time and
resources to fully implement the transition to mechanised mining
and successfully began long-hole stopping in calendar Q3 2022
following the deliveries of two drilling rigs. BPPM produced
concentrate throughout the year, increasing milled production from
38,108 metric tonnes for the year ended 30 April 2022 to 60,750
metric tonnes for the year ended 30 April 2023. Continued
investment and production increases will allow the mine to cover
all the group’s costs. The progress this year represents a
significant achievement for the Company. We were, however, very
saddened on 14 July 2023, by a fatality at the mine. An employee
was fatally injured in a mine transportation incident. The
Directors and Management of Vast express their sincere condolences
to the family and colleagues of the deceased and will be providing
all necessary support to the family.
Resources
The JORC compliant Resource & Reserve Report
for BPPM comprises an Indicated & Inferred mineral resource of
608,000 tonnes at 2.58% copper equivalent based on a copper metal
price of US$ 6,655/tonne. Under JORC an exploration target has been
identified, which includes an historical mineral resource of
between 1.8 million to 3 million tonnes with a copper grade range
of 0.50–2.00%, gold range of 0.20–0.80 g/t and silver range of
40-80g/t. Subsequent to the publication of the JORC assessment, and
following an analysis of historical data records, the exploration
targets previously reported under the JORC were increased from 1.8
million – 3.0 million tonnes to 3.2 million - 5.8 million tonnes
with copper grades in the range 0.50-2.00%, lead range 0.10-2.00%,
zinc range 0.10-2.00%, gold range 0.20- 0.80g/t, and silver range
40-80g/t further reinforcing the value of BPPM. The Company has
also begun a drilling campaign for the purpose of establishing an
enlarged JORC compliant Mineral Resource and in due course an Ore
Reserve for its licence renewal in August 2024. The drilling
campaign is supported by a Technical Programme Report prepared by
the Chief Geologist for geological and geotechnical consultants,
Formin SA, and countersigned by Top Consulting, Canada. The Report
concludes that the fulfilment of the programme will give the
Company the potential opportunity to upgrade the existing Mineral
Resource with the inclusion of a JORC compliant Exploration Target
of 11.65 to 12.65 million metric tonnes at 0.98% to 1.69% copper,
0.23% to 0.57% lead, and 0.17% to 0.62% zinc. Initial drill results
received after the year end were very encouraging confirming the
potential to extend the mining area.
MPM (100% interest)
The Manaila Carlibaba exploitation perimeter
contains a JORC-2012 compliant Indicated Mineral Resource of 3.6
million tonnes grading 0.93% copper, 0.29% lead, 0.63% zinc,
0.23g/t gold and 24.9g/t silver with Inferred Mineral Resources of
1.0 million tonnes grading 1.10% copper, 0.40% lead, 0.84% zinc,
0.24g/t gold and 29.2g/t silver. Under Page 8 of 65 JORC
underground exploration targets identified are 7.9 million – 23.6
million tonnes with copper grades in range of 0.4-1.3%, lead range
0.2-0.7%, zinc range 0.3-1.1%, and open pit exploration targets of
1.1 million – 3.2 million tonnes with copper grades in range of
0.4-1.1%, lead 0.1-0.4%, and zinc range 0.2-0.6%. The Company was
granted the Manaila Carlibaba Exploitation License to 29 October
2025. The increase in demand for copper together with production
efficiencies confirmed by the assessment of the suitability of
X-Ray Sorting Technology (‘XRT’) to optimise the mine’s production
profile results in a substantial improvement in the economics of
MPM. The test results conducted by TOMRA indicate that an XRT
machine can substantially reduce transportation and production
costs. It is for these reasons that the Company is engaged with
potential new investors at the project level to support the restart
of MPM.
Blueberry Polymetallic Gold Project
(`Blueberry’) (29.41% effective interest).
The Group has an effective 29.41% economic
interest in Blueberry through EMA Resources Ltd (‘EMA’) in a brown
field perimeter located at Baia de Aries in the ‘Golden
Quadrilateral’ of Western Romania on which historic work has
demonstrated prospectivity for gold and polymetallic minerals. The
Group has completed a drilling programme on the perimeter which has
established sufficient information to support a maiden JORC
resource. The Company has completed procedural and reporting
requirements with the Romanian authorities. These have now been
accepted and will allow the Company to apply for an exploitation
licence. The results and net assets of the Blueberry project are
immaterial to the Group and therefore have not been included in the
Group financial statements under the equity method of
accounting.
Other Romanian prospects
Given the Company’s focus on BPPM, the
application for an Exploration Licence for our current claims at
Magura Neagra and Piciorul Zimbrului (collectively known as
‘Zagra’) has been placed on hold and will recommence once internal
resources are available. The Group continues to believe that
exploitation of the many mining opportunities that have become
dormant in Romania over the last two decades will be an attractive
prospect for global mining players seeking to capitalize on the
projected increase in demand globally for copper occasioned by the
global transition to clean energy and electric vehicles.
The Group’s ‘first mover position’ in Romania
has attracted interest in resuscitating the large-scale
polymetallic resource projects in Romania.
Tajikistan (12.25% effective
interest)Takob processing ProjectThe
Company, as one of a collective group of partners, has a mining
project (the “Takob project”) in Tajikistan with Open Joint Stock
Company Korkhonai Boygardonii Takob (“Takob”). The interest in the
Takob project was acquired as a result of the acquisition by a
recently incorporated UK company, Central Asia Investments Ltd, in
which Vast has a 49 percent interest of a 50 percent interest in
Central Asia Minerals and Metals Ore Trading FZCO (“CAMM”) which
has an agreement with Takob (the “Master Agreement”). Vast has an
effective 24.5 percent indirect interest in the Takob project.
Takob, a wholly owned subsidiary of the Tajikistan Open Joint Stock
Company “TALCO”, the country’s largest group of companies, is the
owner of the operating Takob fluorite and galena mine (the “Mine”)
in Tajikistan where the strategic fluoride concentrate is sold to
TALCO’s chemical division (“TALCO Chemical LLC”), for the
production of essential raw materials required for primary
aluminium production.
Under the Master Agreement the Mine is to
produce approximately 7,000 tonnes per month of ore containing no
less than 1.5-2% lead, 1.2-1.4% zinc and 27% fluoride. Under the
Master Agreement CAMM is to provide equipment, technology and
technical expertise to upgrade and optimise the processing plant at
the Mine, and will undertake the responsibility for the management
and execution of the Takob project. Takob will continue to mine ore
at the Mine and produce fluoride concentrate. Takob has undertaken
to supply no less than 1,000,000 tonnes of ore to be processed in
line with the Project that is anticipated to run with the current
Resource statement for 12 years.
CAMM has also under the Master Agreement been
appointed as exclusive agent for Takob to market and sell all
non-ferrous concentrates and precious metals from Takob’s Mine
including but not limited to lead, zinc, gold and silver. An
exclusive offtake contract has been entered into with Trafigura
PTE. Ltd, one of the world’s leading independent commodity trading
and logistics companies for the sale of bulk concentrates produced
by the Takob project. CAMM has secured financing and is fully
funded for the Takob project. In consideration for CAMM’s financing
obligations and provision of services under the Master Agreement
CAMM will be entitled to receive 50 percent of net revenue from the
sale of non-ferrous concentrate and precious metals. In order for
CAMM to provide the expertise required to fulfil its services and
marketing obligations under the Master Agreement CAMM has entered a
services agreement with Vast to provide the services required.
Under this agreement Vast is entitled to charge for the services
provided on the basis that 24.5 percent of the fees earned will be
left outstanding until they can be financed from revenue arising
from the Takob project. The project has made good progress with the
Takob mine achieving steady state production of a 95% minimum
fluorite (CaF₂) concentrate thus achieving satisfaction of a major
performance condition of the contract. In addition to fees
receivable under the services agreement with CAMM Vast will receive
the equivalent of 12.25 percent royalty of all sales of the
non-ferrous concentrate and any other metals produced for its
participation in the collective group. The Takob project commenced
production of a lead and zinc concentrate at the end of the
financial year and has executed its first shipment after the year
end.
Takob Tailings ProjectCAMM also
executed a Memorandum of Understanding (“MoU”) with Open Joint
Stock Company TALCO linked to processing the tailings produced by
the Takob Mine processing facility. During the initial soil
sampling phase, the company reported visible signs of Lead, Zinc
and precious metals, including Gold, Silver & Platinum Group
Metals, in the tailings facility. Initial surface survey results
show that there is a minimum of 1 million tons and up to 3.3
million tons. Over the past 40 years of mining the processing plant
was focused on Calcium Fluoride recoveries, not on extraction of
non-ferrous or precious metals.
MoU for Aprelevka Gold
MinesShortly before the date of this report the Company
has executed a legally binding MoU which will give it an interest
in, and management responsibility for, the Aprelevka gold mines in
the Tien Shan Belt of Tajikistan.
ZimbabweAs stated in the
Chairman’s Report, very significant progress has been made during
the year and continues to be made after the year end on the
Company’s outstanding historic position in Zimbabwe. Full details
have been disclosed in the Company’s announcements.
CorporateOn 16 May 2022, the
Company repaid in full the outstanding bonds owed to Atlas and
subsequently made a US$1 million debt reduction to the amount owed
to Mercuria. These repayments were in part financed by a US$4
million asset backed debt facility from A&T Investments SARL
(“Alpha”) with maturity of one year, which is due for repayment on
30 November 2023.
StrategyThe Group’s strategy is
to:
- Attract appropriate funding for the
Group – including from institutional investment
- Attract appropriate joint venture
partners and public institutions to invest in the Group and
projects of mutual interest
- Grow into a mid-tier mining company
both organically and through acquisitions financed principally by
third parties
- Optimise operations to produce
positive cashflows
- Add value to operations by
increasing resources and reserves
- If expedient, hold significant
minority stakes in new ventures operationally managed by the
Group
- Finance growth, where possible in a
non-dilutive manner
- Maintain exposure to Romania and
Zimbabwe where the Group has acquired in-depth country
knowledge
- Develop the Company’s existing
relationship in Tajikistan with Talco with a view to expanding its
portfolio within the country
- Expand the Company’s polymetallic
footprint further afield to complement its Romanian strategy
Key performance indicatorsIn
executing its strategy, the Board considers the Group’s key
performance indicators to be:
Cash cost per tonne milled
- Cash cost per tonne is derived from
aggregate cash costs divided by tonnes milled and measures
productivity.
- BPPM cash cost per tonne was US$138
for the year (2022: US$180) and is derived from aggregate cash
costs divided by tonnes milled and measures productivity.
- There has been no production at MPM
this and last year given the mine was on care and maintenance.
Cash costs per tonne of concentrate
- Cash cost per tonne produced is
calculated by dividing aggregate cash cost by concentrate tonnes
produced and measures productivity.
- BPPM cash cost per tonne was
US$5,407 for the year (2022: US$7,654) and is derived from
aggregate cash costs divided by the tonnes produced.
- There has been no production at MPM
this year given the mine has been on care and maintenance.
Plant production volumes as a measure of asset
utilisation
- BPPM processed mill feed of 60,750
tonnes (2022: 38,108 tonnes).
- There has been no production at MPM
this and last year given the mine was on care and maintenance.
Total resources and reserves
- These indicators measure our
ability to discover and develop new ore bodies, including through
acquisition of new mines, and to replace and extend the life of our
operating mines. We have published JORC-2012 compliant resource
estimates for both BPPM and MPM which are described above.
The rate of utilization of the Group’s cash
resources. This is discussed further below.
Cash resourcesThe Group’s year
end position was US$0.503 million (2022: US$0.130 million).
During the year cash used in operations were
US$6.396 million, with a significant portion of the balance
directly related to developing, supporting and maintaining our
mining assets. Cash outflows from investing activities were
US$1.871 million comprising additions to property, plant, and
equipment.
Cash net inflows from funding activities were
US$ 8.694 million, comprising the net of the proceeds from the
issuance of shares of US$9.816 million less net repayment of loans
and borrowings and finance expenses of US$1.122 million.
The Directors monitor the cash position of the
Group closely to plan sufficient funds within the business to allow
the Group to meet is commitments and continue the development of
assets. As part of this process, the Directors closely monitor
capital expenditure and the regulatory requirements of the licences
to ensure they continue in good standing.
Principal risks and
uncertainties
Risk – Going concern
The Company will require funding in order to
repay the Mercuria and Alpha debt facilities, and to provide
general working capital. The original maturity date for these
facilities was 15 May 2023 and this has been extended on several
occasions with the current extension by mutual agreement running to
30 November 2023. The Company has been in continuing discussions
with Mercuria and Alpha for extensions in the repayment date for
the totality of the debt owed so as to allow further time to
realise the proceeds associated with a historic claim in its
operations. The Company expects these to repay both Mercuria and
Alpha, with the balance, together possibly with an element of debt
financing in discussion, to provide necessary funds for working
capital and BPPM expansion purposes. At the date of this Report the
Company expects the historic claim proceeds receipt very shortly
although there can be no certainty as to the precise date, and
neither is there a legally binding extension of the Mercuria and
Alpha loans beyond 30 November nor alternative legally binding
funding arrangements. These conditions indicate the existence of a
material uncertainty which may cast significant doubt about the
Group's and Company's ability to continue as a going concern. The
financial statements do not include the adjustment that would
result if the Group and Company were unable to continue as a going
concern.
Mitigation/CommentsIn the event that the receipt
of the historic claim proceeds were received after 30 November
2023, management is confident that with continued progress in the
realisation process Mercuria and Alpha would remain supportive. To
date, Mercuria and Alpha have extended the original repayment date
several times. However, as mitigation, the Company continues to
engage with investors and debt providers in order to provide
liquidity to repay the Mercuria and Alpha debt and to articulate
the fundamental strength of the Group’s business so as to attract
additional funding when required. The Board also will, whenever
possible, retain sufficient cash margin to offset
contingencies.
Risk – MiningMining of natural
resources involves significant risk. Drilling and operating risks
include geological, geotechnical, seismic factors, industrial and
mechanical incidents, technical failures, labour disputes and
environmental hazards.
Mitigation/CommentsUse of strong technical
management together with modern technology and electronic tools
assist in reducing risk in this area. Good employee relations are
also key in reducing the exposure to labour disputes. The Group is
committed to following sound environmental guidelines and is keenly
aware of the issues surrounding each individual project.
Risk - Commodity
pricesCommodity prices are subject to fluctuation in world
markets and are dependent on such factors as mineral output and
demand, global economic trends and geo-political stability.
Mitigation/CommentsThe Group’s management
constantly monitors mineral grades mined, cost of production, and
commodity diversity to ensure that mining output becomes or remains
economic. The anticipated marginal contributions going forward at
BPPM are high versus fixed costs which provides a degree of
liquidity protection in the event prices decline significantly.
Risk – Management and Retention of Key
PersonnelThe successful achievement of the Group's
strategies, business plans and objectives depend upon its ability
to attract and retain certain key personnel.
Mitigation/CommentsThe Group’s policy is to
foster a management culture where management is empowered and where
innovation and creativity in the workplace are encouraged. The
Group has in place a “Share Appreciation Rights Scheme” for
Directors and senior executives to provide incentives based on the
success of the business and continues to consult third party
benchmarks for remuneration.
Risk - Country and PoliticalThe
Group’s activities are based in Romania, Zimbabwe and Tajikistan.
Emerging market economies could be subject to greater risks,
including legal, regulatory, economic, bribery and political risks,
and are potentially subject to rapid change.
Mitigation/CommentsThe Group’s management team
is experienced in its areas of operation and skilled at operating
within the framework of the local culture in Romania, Tajikistan
and Zimbabwe to progress its objectives. The Group routinely
monitors political and regulatory developments in each of its
countries of operation. In addition, the Group actively engages in
dialogue with relevant government representatives to keep abreast
of all key legal and regulatory developments applicable to its
operations. The Group has several internal processes and checks in
place to ensure that it is wholly compliant with all relevant
regulations to maintain its mining or exploration licences within
each country of operation.
Risk - Social, Safety and
EnvironmentalThe Group's success may depend upon its
social, safety and environmental performance, as failures can lead
to delays or suspension of its mining activities.
Mitigation/CommentsThe Group takes its
responsibilities in these areas seriously and monitors its
performance across these areas on a regular basis. The Group has
adopted and obtained ISO 9001:2015 for Quality, ISO 45001: 2018 for
Safety, and ISO 140001: 2015 for Environment. As mentioned earlier,
we were very saddened on 14 July 2023 by a fatality at BPPM. An
employee was fatality injured in a mine transportation
incident.
Corporate GovernanceThe Company
has adopted the QCA (Quoted Company Alliance) Code on corporate
governance. Details of how the Company complies with this are set
out on the Company’s website. Principles which are required to be
dealt with under the Code in the Company’s Annual Report are set
out below.
Business model and strategyThis
is described above under Strategy and elsewhere in this Report.
Risk ManagementIn addition to
its other roles and responsibilities, the Audit and Compliance
Committee is responsible to the Board for ensuring that procedures
are in place and are being implemented effectively to identify,
evaluate and manage the significant risks faced by the Company.
The Directors have established procedures, as
represented by this statement, for the purpose of providing a
system of internal control. An internal audit function is not
considered necessary or practical due to the size of the Company
and the close day to day control exercised by the Executive
Directors. The Board works closely with and has regular ongoing
dialogue with the Company Financial Director and other Executive
Directors and has established appropriate reporting and control
mechanisms to ensure the effectiveness of its control systems.
The risks facing the Company are detailed above.
The Board seeks to mitigate such risks so far as it is able to, as
explained above, but certain important risks cannot be controlled.
The CEO is primarily responsible to the Board for risk
management.
In particular, the products the Company mines
and is seeking to identify are traded globally at prices reflecting
supply and demand rather than the cost of production. In Romania,
the Company seeks to protect its cash flow by means of a long-term
offtake agreement, but it does not hedge future production.
Maintenance of a well-functioning Board
of Directors led by the ChairmanMembership of the Board
during the year is as follows:
Name Role AppointedBrian
Moritz Non-Executive
Chairman 3 October
2016Andrew
Prelea Chief
Executive Officer 1
March 2018Roy
Tucker Non-Executive
Director 5 April
2005Paul
Fletcher Finance
Director 6 November
2019Craig
Harvey Chief
Operating Officer 1
March 2018 (resigned 3 March 2023)Nick
Hatch Non-Executive
Director 9 May
2018Nigel
Wyatt Non-Executive
Director 23 August
2021Andrew Hall Commercial Director
6 December 2021
The Non-Executive Directors other than Roy
Tucker are considered to be independent.
All the Directors are subject to re-election at
intervals of no more than three years.
The table illustrates the success of the Board
in refreshing its membership.
The Board is well balanced both in its skill
sets and in the domicile of its members. Of the Executive
Directors, Andrew Prelea is resident in Romania, Andrew Hall and
Paul Fletcher in the UK, and Craig Harvey split his time between
Romania and Southern Africa, with the majority of his time spent in
Romania until his resignation on 3 March 2023. All the
Non-Executive Directors are resident in the UK.
Non-Executive Directors are committed to devote
3 days per month to the Company. Executive Directors devote
substantially the whole of their time to the Company.
Where possible Directors are physically present
at board meetings. However, due to the wide divergence of
locations, Directors may be present by telephone.
During the year ended 30 April 2023 there were
10 board meetings of the Company which save for the absence by one
Director on one occasion were attended by all the Directors. There
were a further 10 meetings of a formal nature. There were also two
General Meetings in addition to the Annual General Meeting.
Appropriate skills and experience of the
DirectorsThe CVs of the Directors – four executives (three
post 3 March 2023) and four non-executives – as disclosed on the
website, are set out below. In addition, the Company has employed
the outsourced services of Ben Harber of Shakespeare Martineau as
company secretary.
Andrew Prelea – Chief Executive
OfficerAndrew has been involved in the mining sector for
11 years and with Vast since 2013. He has spearheaded the
development of the Company’s Romanian portfolio. Beginning his
career in the early 1990s as a bulk iron ore and steel trader in
Romania, he then went on to develop his career in the property and
earthmoving sector in Australia before returning to Romania in
2003, initially to focus on the development of properties for the
Romanian Ministry of Defence and latterly, private sector
developments. Throughout his 30 year career, Andrew has developed
extensive investor and public relations experience and has advised
the Romanian government on wide ranging high-level topics including
social housing and economic policy. He has built a strong network
of contacts across the mining and metals industries and Europe and
southern Africa, in addition to policy makers and governmental
authorities in Romania, Tajikistan, and Zimbabwe.
Brian Moritz – ChairmanBrian is
a Chartered Accountant and former Senior Partner of Grant Thornton
UK LLP, London; he formed Grant Thornton’s Capital Markets Team
which floated over 100 companies on AIM under his chairmanship. In
December 2004, he retired from Grant Thornton UK LLP to concentrate
on bringing new companies to the market. He specialises in natural
resources companies, primarily in Africa, and was formerly chairman
of Metal Bulletin plc, African Platinum plc and Chromex Mining plc
as well as currently being chairman of several junior mining
companies.
Roy Tucker – Non-Executive
DirectorRoy is a Chartered Accountant with some 50 years
of high level and broad spectrum professional and business
experience. He has been the founder of a London banking group,
served on bank boards and had a position as a major shareholder of
a substantial London commodity house. He is also the founder of
Legend Golf and Safari Resort in South Africa. He has substantial
investment in the Romanian property sector.
Paul Fletcher – Finance
DirectorPaul is a Chartered Accountant and Fellow of the
Association of Corporate Treasurers with 31 years’ experience
working in the commodity and financial services industries. He has
held a variety of senior international finance and operational
roles in trading, processing, and financial businesses in the US,
Europe, and Asia.
Andrew Hall – Commercial
DirectorAndrew has spent the last fourteen years working
in natural resources and finance linked businesses. Before joining
the Company in December 2018, Andrew previously worked at a natural
resources focussed merchant bank where he established and managed
the alternative finance distribution business covering asset
managers, private equity, investment banks, family offices and
trading houses.
Craig Harvey – Chief Operating
OfficerCraig began his career with Gold Fields of SA in
1988 as a bursary student in Economic Geology where he worked on
various gold, platinum, coal and exploration projects. At Harmony
Gold he managed the mineral resources on various operations and was
involved in due diligence on acquisitions. He joined Simmer and
Jack with a focus on shallow hydro-thermal gold deposits in the
Eastern Transvaal and later moved into a corporate role managing
and auditing the mineral resource process across all gold and
uranium operations. Craig spent 3 years in a Principal Consultant
role for Ravensgate based in Perth, Australia, where he conducted
numerous resource estimations, valuations and technical reports
mainly in gold, uranium, copper and iron ore. Craig joined Vast
Resources as a consultant in 2013 and became Chief Operating
Officer in March 2017. During his tenure with Vast Resources, he
has been heavily involved in both Zimbabwe and Romania. Craig
resigned from the Board on 3 March 2023 and his roll on BPPM has
been allocated to the Romanian Country Manager under the
supervision of Andrew Prelea. The Romania Country Manager, Nicolae
Turdean, is a mining engineer with decades of expertise in the
mining industry and was previously President of Romania’s National
Agency for Mineral Resources and prior to that CEO of Cupru Min, a
Romanian state- owned copper mine.
Nick Hatch – Non-Executive
DirectorNick has more than 37 years’ experience in mining
investment banking, primarily as a mining analyst and in managing
mining & metals research and equities teams. He was most
recently Director of Mining Equity Research at Canaccord Genuity in
London. Nick’s experience includes researching and advising on
mining companies and projects across the globe and across the
commodity spectrum and includes companies of all sizes. Nick left
investment banking in 2017, and has set up his own company, Nick
Hatch Mining Advisory Ltd, to provide mining research, business
development and financing advice. He holds a degree in Mining
Geology and is a Chartered Engineer.
Nigel Wyatt – Non-Executive
DirectorNigel is a Chartered Engineer, a graduate of the
Camborne School of Mines. He has held senior positions in several
mining and engineering companies primarily in Southern Africa.
These include CEO of Chromex Mining Plc, group marketing director
of a De Beers subsidiary group supplying specialised, materials,
engineering and technology to the mining and industrial sectors,
and commercial director of Dunlop Industrial Products (Pty) Ltd,
South Africa. He has wide ranging experience in ore and diamond
recovery technologies and the manufacture of electronic sorting
equipment. His experience includes the design and erection of ore
sorting and treatment plants.
The Company believes that the current balance of
skills on the Board, as a whole, reflects the broad range of
commercial and professional skills that the Company requires. Among
the Executive Directors, Andrew Prelea is experienced in general
management, including identifying and negotiating new business
opportunities; Paul Fletcher is a Chartered Accountant and Fellow
of the Association of Corporate Treasurers with broad international
and financial management experience in the commodity sector, Craig
Harvey, who resigned on 3 March 2023, is a qualified geologist
experienced in constructing and operating mines, and Andrew Hall is
experienced in natural resource and finance linked businesses.
Among the Non-executives Brian Moritz is a
Chartered Accountant with senior experience. In addition to his
financial skills he has former experience as a Registered Nominated
Adviser. Roy Tucker is a Chartered Accountant with many years’
experience in general executive management. Nick Hatch is a
qualified geologist with experience in evaluating mining companies
and natural resource projects. Nigel Wyatt is a Chartered Engineer,
a graduate of the Camborne School of Mines with wide ranging
experience in the commercial aspects of mining and in ore and
diamond recovery technologies.
Importantly, three Directors without geological
qualifications have significant experience with junior companies in
the natural resources sector.
Evaluation of Board
PerformanceThe Group is in the process of fast evolution
and at this stage in the Company’s development it is not deemed
necessary to adopt formal procedures for evaluation of the Board or
of the individual Directors. There is frequent informal
communication between members of the Board and peer appraisal takes
place on an ongoing basis in the normal course of events. However,
the Board will keep this under review and may consider formalised
independent evaluation reviews at a later stage in the Company’s
development.
Given the size of the Company, the whole Board
is involved in the identification and appointment of new Directors
and as a result, a Nominations Committee is not considered
necessary at this stage. The importance of refreshing membership of
the Board is recognised and has been implemented. In 2018 Andrew
Prelea was appointed to replace Roy Pitchford as CEO, and Nick
Hatch replaced Brian Basham as a Non-executive Director. In
November 2019, Paul Fletcher was appointed to the Board as Finance
Director, and in 2021 Nigel Wyatt was appointed to replace Eric
Diack as Non-executive Director, and Andrew Hall appointed to the
Board as Commercial Director. Nevertheless, it is envisaged that
the Board will be strengthened in due course as and when new
projects are operated by the Company.
Maintenance of Governance Structures and
ProcessesThe corporate governance structures which the
Company is able to operate are limited by the size of the Board,
which is itself dictated by the current size and geographical
spread of the Company’s operations, with Directors resident in the
UK, Romania and Southern Africa. With this limitation, the Board is
dedicated to upholding the highest possible standards of governance
and probity.
The Chairman, Brian Moritz:
- leads the Board and is primarily
responsible for the effective working of the Board;
- in consultation with the Board
ensures good corporate governance and sets clear expectations with
regards to Company culture, values and behaviour;
- sets the Board’s agenda and ensures
that all Directors are encouraged to participate fully in the
activities and decision-making process of the Board.
The CEO, Andrew Prelea:
- is primarily responsible for
developing Vast’s strategy in consultation with the Board, for its
implementation and for the operational management of the
business;
- is primarily responsible for new
projects and expansion;
- in conjunction with the CFO and
Commercial Director is responsible for attracting finance and
equity for the Company;
- runs the Company on a day-to-day
basis;
- implements the decisions of the
Board;
- monitors, reviews and manages key
risks.
The Chief Operating Officer, Craig Harvey, until
his resignation from the Board on 3 March 2023:
- was responsible for operational
improvements and efficiency of mining operations in Romania;
- was responsible for expansion and
exploration of projects at the mine level;
- was responsible for the Baita Plai
mine ramp-up;
- assisted and advised on the
operation and expansion of other operations and projects;
- provided technical input on new
projects.
Craig’s responsibilities following his
resignation regarding Romania have been transferred to the Romanian
Country Manager, Nicolae Turdean under the Board supervision of
Andrew Prelea.
The Finance Director, Paul Fletcher:
- is responsible for the
administration of all aspects of the Group;
- oversees the accounting and
treasury function of all Group companies;
- in conjunction with the CEO, is
responsible for the financial risk management of the Company;
- is responsible for financial
modelling to support fund raising initiatives and structuring trade
related funding;
- is responsible for financial
planning and analysis;
- deals with all matters relating to
the independent audit.
The Commercial Director, Andrew Hall:
- works with the CEO on the Company’s
strategic business initiatives and capital raising;
- is responsible for offtake
relationships;
- is responsible for leading the
Company’s external and investor communications;
- is the main point of contact with
the Company’ s Nomad.
Roy Tucker who is a Non-Executive Director also
provides legal, consultancy and compliance services to the
Company.
The Remuneration Committee is currently chaired
by Nick Hatch and comprises Nick Hatch, Brian Moritz and Nigel
Wyatt. The Remuneration Committee is responsible for establishing a
formal and transparent procedure for developing policy on executive
remuneration and to set the remuneration packages of individual
Directors. The Committee’s policy is to provide a remuneration
package which will attract and retain Directors and management with
the ability and experience required to manage the Company and to
provide superior long-term performance.
The Audit and Compliance Committee is currently
chaired by Brian Moritz and comprises Brian Moritz, Nick Hatch and
Nigel Wyatt. It normally meets twice per annum to inter alia,
consider the interim and final results. In the latter case the
auditors are present and the meeting considers and takes action on
any matters raised by the auditors arising from their audit.
Matters reserved for the Board include:
- Vision and strategy
- Production and trading results
- Financial statements and
reporting
- Financing strategy, including debt
and other external financing sources
- Budgets, acquisitions and expansion
projects, divestments and capital expenditure and business
plans
- Corporate governance and
compliance
- Risk management and internal
controls
- Appointments and succession
plans
- Directors’ remuneration
Shareholder CommunicationThe
Board is committed to maintaining effective communication and
having constructive dialogue with its shareholders in accordance
with Principle Two of the Quoted Companies Alliance Code as adopted
by the Company. The Company is desirous of obtaining an
institutional shareholder base, and institutional shareholders and
analysts will have the opportunity to discuss issues and provide
feedback at meetings with the Company.
The Investors section of the Company’s website
provides all required regulatory information as well as additional
information shareholders may find helpful including: information on
Board members, advisors and significant shareholdings, a historical
list of the Company’s Announcements, its corporate governance
information, the Company’s publications including historic annual
reports and notices of annual general meetings, together with share
price information.
The results of shareholder meetings will be
publicly announced through the regulatory system and displayed on
the Company’s website with suitable explanations of any actions
undertaken as a result of any significant votes against
resolutions.
Section 172 (1) StatementThe
Directors of the Company must act in accordance with a set of
general duties. These duties are detailed in section 172 of the UK
Companies Act 2006. This Section 172 statement explains how the
Directors fulfil these duties.
Each Director must act in a way that they
consider, in good faith, would be most likely to promote the
Company’s success for the benefit of its members as a whole, and in
doing so have regard (among other matters) to:
S172(1) (a) “The likely consequences of
any decision in the long term”The Board has focused its
resources primarily on its key mining opportunity, BPPM. The Board
is also looking to expand the Company’s polymetallic footprint
further afield to complement its Romanian and Zimbabwe strategies.
For further details on the Company’s strategy and the key
performance indicators, please see page 9 and 10. The Board has
implemented processes to identify, measure, manage, and mitigate
risks and uncertainties arising from the implementation of its
strategy. These risks and uncertainties are highlighted on pages
10, 11 and 12 of the annual report and the processes by which they
are managed are highlighted under the Risk Management principles
set out on the Corporate Governance section on page 12.
S172(1) (b) “The interests of the
Company’s employees”The successful achievement of the
Group's strategies, business plans and objectives depend upon its
ability to attract, motivate, and protect the safety of its
employees. Health and Safety, and Human Rights policies clearly
articulate the Board’s expectations and safeguard the interests of
the Company’s employees. The Group’s policy is to foster a
management culture where management is empowered and where
innovation and creativity in the workplace are encouraged and
rewarded. This is reflected in the performance programs that the
Company has implemented.
S172(1) (c) “The need to foster the
company’s business relationships with suppliers, customers and
others”The Company has ongoing dialogue with its customers
and suppliers and ensures that a strong relationship is maintained
at the level of senior management. This ensures alignment with the
Company’s business objectives and promotes strong collaboration. As
mentioned on page 16, under Shareholder Communication, the Board
maintains effective communication with its shareholders and
provides updates and information through public announcements on
the regulatory system and on the Company website.
S172(1) (d) “The impact of the company’s
operations on the community and the environment”As
mentioned on page 11, under Risk – Social, Safety and
Environmental, the Group monitors its performance across these
areas on a regular basis. The Group has adopted and obtained ISO
9001:2015 for Quality, ISO 45001: 2018 for Safety, and ISO 140001:
2015 for Environment. The Group adheres to all Covid-19 rules,
regulations, and guidelines in preventing transmission of the
infection through the workforce. As mentioned in the Chairman’s
Report on page 5, the Company has also implemented formal policies
on these areas.
S172(1) (e) “The desirability of the
company maintaining a reputation for high standards of business
conduct”As more fully explained on page 5 of the
Chairman’s Report and under the Corporate Governance section on
page 12 the Board strives to promote a culture based on high
business conduct standards.
S172(1) (f) “The need to act fairly as
between members of the company”Having assessed all
necessary factors, and as supported by the processes described
above, the Directors consider the best approach to delivering on
the Company’s strategy. This is done after assessing the impact on
all stakeholders and is performed in such a manner so as to act
fairly as between the Company’s members.
OutlookThe Company has
continued to invest time and resources to implement the full
transition to mechanised. The Company began a drilling campaign
with the objective of establishing an enlarged JORC complaint
Mineral Resource potentially upgrading the existing Mineral
Resource with the inclusion of a JORC compliant Exploration target
of 11.65 to 12.65 million tonnes. Initial results received after
the year end were very encouraging confirming the potential to
extend the mining area. MPM continues to hold significant value for
the Company, supported by continued strong demand for copper and
improved production techniques. The priorities this year prevented
the team from devoting time to realising the value of the asset and
we are re-engaging with investors to support at the project level
the restart of MPM. The Company also anticipates traction on its
other Romanian opportunities.
In Tajikistan, we see an exciting opportunity to
develop our position in country in polymetallics as evidenced by
the signing of an MoU in connection with the Aprelevka gold mines.
In Zimbabwe, the Group continues to focus on the historic position
to a satisfactory realisation -, post the year end, now very well
advanced.
The economic fundamentals for the Company’s
polymetallic business are strong. Continued demand for copper has
buoyed prices, despite current geopolitical risks. The forecast
global growth in electric vehicles remains likely to create, over
the next decade, a shortage of copper as producers struggle to meet
demand as a consequence of declining grades, water supply issues
and community resistance holding back discovery and exploitation of
new resources.
Management believes that a combination of a
bullish outlook on polymetallics together with a reduction in
Romanian risk premiums has the potential to provide significant
medium-term growth in the share price and the financial performance
of these businesses.
Many thanks to fellow Board members and
management for the commitment and hard work that has been put into
the Group. I also thank all our stakeholders for their support.
On behalf of the Board,
Andrew PreleaGroup
Chief Executive Officer
REPORT OF THE DIRECTORS
for the year ended 30 April 2023
The Directors present their report together with
the audited financial statements for the twelve-month period ended
30 April 2023.
Results and dividendsThe Group
statement of comprehensive income is set out on page 29 and shows
the profit for the period.
The Directors do not recommend the payment of a
dividend (2022: nil).
Financial instrumentsDetails of
the use of financial instruments by the Company and its subsidiary
undertakings are contained in note 21 of the financial
statements.
DirectorsThe Directors who
served during the period and up to the date hereof were as follows:
-
Date of
Appointment Roy
Tucker 5 April
2005 Brian
Moritz 3 October
2016 Andrew
Prelea 1 March
2018 Craig
Harvey 1 March 2018
(resigned 3 March
2023) Nick
Hatch 9 May
2018 Paul
Fletcher 6 November
2019 Nigel
Wyatt 23 August
2021 Andrew
Hall 6 December
2021
Directors’ interestsThe
interests in the shares of the Company of the Directors who served
during the period were as follows:
|
30 April 2023 |
30 April 2022 |
|
Ordinary Shares |
Ordinary Shares |
|
|
|
Andrew
Hall |
115,550 |
115,550 |
Nigel
Wyatt |
- |
- |
Paul
Fletcher |
705,481 |
705,481 |
Craig
Harvey* |
56,500 |
56,500 |
Nick Hatch |
- |
- |
Brian
Moritz |
250,000 |
250,000 |
Andrew
Prelea |
31,065,147 |
16,065,147 |
Roy Tucker |
2,945,757 |
2,945,757 |
Total |
35,138,435 |
20,138,435 |
*For the year ended 30 April 2023, shares held
by Craig Harvey are as at 3 March 2023, the date of his
resignation.
Share Appreciation Rights
SchemeThe following Directors have been granted rights
under the Company’s Share Appreciation Rights Scheme:
|
In issue at |
Grant date |
Awarded during period |
Exercised / lapsed during period |
In issue at |
Vesting period |
30 April 2022 |
30 April 2023 |
|
|
|
|
|
|
Start |
|
Finish |
Paul |
50,000 |
04-Nov-19 |
|
(50,000) |
0 |
04-Nov-19 |
|
03-Nov-22 |
Fletcher |
50,000 |
04-Nov-19 |
|
(50,000) |
0 |
04-Nov-19 |
|
31-Mar-23 |
|
175,000 |
24-Nov-20 |
|
|
175,000 |
24-Nov-20 |
|
23-Nov-23 |
|
175,000 |
24-Nov-20 |
|
|
175,000 |
31-Mar-21 |
|
31-Mar-24 |
|
2,000,000 |
05-Jul-21 |
|
(2,000,000) |
0 |
31-Dec-22 |
|
31-Dec-25 |
|
|
24-Apr-23 |
10,750,000 |
|
10,750,000 |
01-May-23 |
|
31-Dec-25 |
|
|
24-Apr-23 |
10,750,000 |
|
10,750,000 |
01-May-23 |
|
31-Dec-25 |
|
|
|
|
|
|
|
|
|
Nick |
50,000 |
24-Nov-20 |
|
|
50,000 |
24-Nov-20 |
|
23-Nov-23 |
Hatch |
50,000 |
24-Nov-20 |
|
|
50,000 |
31-Mar-21 |
|
31-Mar-24 |
|
|
|
|
|
|
|
|
|
Craig |
90,000 |
01-Mar-18 |
|
(90,000) |
0 |
31-Mar-20 |
|
31-Mar-23 |
Harvey |
90,000 |
04-Nov-19 |
|
(90,000) |
0 |
04-Nov-19 |
|
03-Nov-22 |
|
90,000 |
04-Nov-19 |
|
(90,000) |
0 |
04-Nov-19 |
|
31-Mar-23 |
|
100,000 |
24-Nov-20 |
|
|
100,000 |
24-Nov-20 |
|
23-Nov-23 |
|
100,000 |
24-Nov-20 |
|
|
100,000 |
31-Mar-21 |
|
31-Mar-24 |
|
2,000,000 |
05-Jul-21 |
|
(2,000,000) |
0 |
31-Dec-22 |
|
31-Dec-25 |
|
|
|
|
|
|
|
|
|
Andrew |
180,000 |
01-Mar-18 |
|
(180,000) |
0 |
31-Mar-20 |
|
31-Mar-23 |
Prelea |
180,000 |
04-Nov-19 |
|
(180,000) |
0 |
04-Nov-19 |
|
03-Nov-22 |
|
180,000 |
04-Nov-19 |
|
(180,000) |
0 |
04-Nov-19 |
|
31-Mar-23 |
|
2,000,000 |
05-Jul-21 |
|
(2,000,000) |
0 |
31-Dec-22 |
|
31-Dec-25 |
|
|
24-Apr-23 |
15,000,000 |
|
15,000,000 |
01-May-23 |
|
31-Dec-25 |
|
|
24-Apr-23 |
15,000,000 |
|
15,000,000 |
01-May-23 |
|
31-Dec-25 |
|
|
|
|
|
|
|
|
|
Roy |
90,000 |
01-Mar-18 |
|
(90,000) |
0 |
31-Mar-20 |
|
31-Mar-23 |
Tucker |
90,000 |
04-Nov-19 |
|
(90,000) |
0 |
04-Nov-19 |
|
03-Nov-22 |
|
90,000 |
04-Nov-19 |
|
(90,000) |
0 |
04-Nov-19 |
|
31-Mar-23 |
|
112,500 |
24-Nov-20 |
|
|
112,500 |
24-Nov-20 |
|
23-Nov-23 |
|
112,500 |
24-Nov-20 |
|
|
112,500 |
31-Mar-21 |
|
31-Mar-24 |
|
2,000,000 |
05-Jul-21 |
|
(2,000,000) |
0 |
31-Dec-22 |
|
31-Dec-25 |
|
|
24-Apr-23 |
7,000,000 |
|
7,000,000 |
01-May-23 |
|
31-Dec-25 |
|
|
24-Apr-23 |
7,000,000 |
|
7,000,000 |
01-May-23 |
|
31-Dec-25 |
|
|
|
|
|
|
|
|
|
Andrew |
50,000 |
04-Nov-19 |
|
(50,000) |
0 |
04-Nov-19 |
|
03-Nov-22 |
Hall |
50,000 |
04-Nov-19 |
|
(50,000) |
0 |
04-Nov-19 |
|
31-Mar-23 |
|
100,000 |
24-Nov-20 |
|
|
100,000 |
24-Nov-20 |
|
23-Nov-23 |
|
100,000 |
24-Nov-20 |
|
|
100,000 |
31-Mar-21 |
|
31-Mar-24 |
|
2,000,000 |
05-Jul-21 |
|
(2,000,000) |
0 |
31-Dec-22 |
|
31-Dec-25 |
|
|
24-Apr-23 |
10,250,000 |
|
10,250,000 |
01-May-23 |
|
31-Dec-25 |
|
|
24-Apr-23 |
10,250,000 |
|
10,250,000 |
01-May-23 |
|
31-Dec-25 |
|
|
|
|
|
|
|
|
|
|
12,355,000 |
|
86,000,000 |
(11,280,000) |
87,075,000 |
|
|
|
See note 23 for further details of the SARS.
Directors’ remuneration
|
2023 |
|
|
|
2022 |
|
|
|
Salary/Fees |
Other |
Total |
|
Salary/Fees |
Other |
Total |
|
$’000 |
$’000 |
$’000 |
|
$’000 |
$’000 |
$’000 |
Nigel
Wyatt |
27 |
- |
27 |
|
20 |
- |
20 |
Paul
Fletcher |
176 |
1 |
177 |
|
193 |
7 |
200 |
Craig
Harvey |
192 |
- |
192 |
|
192 |
- |
192 |
Nick
Hatch |
27 |
- |
27 |
|
30 |
- |
30 |
Brian
Moritz |
28 |
- |
28 |
|
31 |
- |
31 |
Andrew
Prelea |
258 |
- |
258 |
|
258 |
- |
258 |
Roy
Tucker |
83 |
- |
83 |
|
135 |
- |
135 |
Andrew
Hall |
162 |
14 |
176 |
|
75 |
10 |
85 |
|
|
|
|
|
|
|
|
Total |
953 |
15 |
968 |
|
934 |
17 |
951 |
* The Company has developed a practice of
deferring payment of varying proportions of sums earned by
Directors until the Company liquidity position improves.
As at 30 April 2023 a total of US$1,052,484 was
owed to Directors (Brian Moritz – US$116,763, Nick Hatch –
US$104,666, Roy Tucker US$282,318, Nigel Wyatt – US$46,721, Paul
Fletcher US$245,231, Andrew Prelea US$106,280, Craig Harvey
US$138,920, and Andrew Hall – US$11,585). As at 30 April 2022 a
total of US$647,230 was owed to the Directors (Brain Moritz -
US$88,442, Nick Hatch - US$78,040, Roy Tucker - US$222,463, Nigel
Wyatt - US$20,095, Paul Fletcher - US$90,453, Andrew Prelea -
US$83,059, Craig Harvey - US$56,960, and Andrew Hall -
US$7,718).
Future developmentsThe
Company’s plans for future developments are more fully set down in
the Strategic Report, on pages 7 to 18.
Research and developmentThe
Company has assessed the suitability of X-Ray Sorting Technology
(‘XRT’) to optimise the production profile of BPPM. The test
results received from TOMRA indicate that the implementation of XRT
equipment significantly improves the economics of the mine.
The Company began a drilling campaign at BPPM
with the objective of establishing an enlarged JORC compliant
Mineral Resource potentially upgrading the existing Mineral
Resource with the inclusion of a JORC compliant Exploration Target
of 11.65 to 12.65 million tonnes. Initial results received after
the year end were very encouraging confirming the potential to
extend the mining area.
Disabled employeesThe Group
gives full consideration to applications for employment from
disabled persons where the candidate’s particular aptitudes and
abilities are consistent with adequately meeting the requirements
of the job. Opportunities are available to disabled employees for
training, career development and promotion. Where existing
employees become disabled, it is the Company’s policy to provide
continuing employment wherever practicable in the same or an
alternative position and to provide appropriate training to achieve
this aim.
Streamlined Energy and Carbon Reporting
(SECR) regulationsThe Company did not consume more than
40,000kWh of energy in the UK in the reporting period and is
therefore exempt from reporting under these regulations.
AuditorsAll of the current
Directors have taken all the steps that they ought to have taken to
make themselves aware of any information needed by the Group's
auditors for the purposes of their audit and to establish that the
auditors are aware of that information. The Directors are not aware
of any relevant audit information of which the auditors are
unaware. Vast’s auditor, Crowe U.K. LLP, was initially appointed on
25 April 2016 and it is proposed by the Board that they be
reappointed as auditors at the forthcoming AGM.
Events after the reporting
dateThese are more fully disclosed in Note 28.
By order of the
BoardBen
HarberSecretary
30 October
2023Statement of Directors'
responsibilities
The Directors are responsible for preparing the
Strategic Report, the Directors' Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under that law the
Directors have elected to prepare the financial statements in
accordance with UK-adopted International Accounting Standards and
applicable law.
Under company law the Directors must not approve
the financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the company and the
group and of the profit or loss of the group for that period. In
preparing these financial statements, the Directors are required
to:
- select suitable accounting policies
and then apply them consistently;
- make judgments and accounting
estimates that are reasonable and prudent;
- state whether applicable accounting
standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
- prepare the financial statements on
the going concern basis unless it is inappropriate to presume that
the company will continue in business.
The Directors are responsible for keeping
adequate accounting records that are sufficient to show and explain
the Group’s transactions and disclose with reasonable accuracy at
any time the financial position of the Group and enable them to
ensure that the financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of the
Group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
They are further responsible for ensuring that
the Strategic Report and the Report of the Directors and other
information included in the Annual Report and Financial Statements
is prepared in accordance with applicable law in the United
Kingdom.
The maintenance and integrity of the Group’s
website is the responsibility of the Directors. Legislation in the
United Kingdom governing the preparation and dissemination of the
accounts and the other information included in annual reports may
differ from legislation in other jurisdictions.
Independent Auditor’s Report to the Members of Vast
Resources Plc
Opinion
We have audited the financial statements of Vast
Resources plc (the “Parent Company”) and its subsidiaries (the
“Group”) for the year ended 30 April 2023, which comprise:
- the Group statement of
comprehensive income for the year ended 30 April 2023;
- the Group and Parent Company
statements of changes in equity for the year ended 30 April
2023
- the Group and Parent Company
statements of financial position as at 30 April 2023;
- the Group and Parent Company
statements of cash flows for the year then ended; and
- the notes to the financial
statements, including a summary of significant accounting
policies.
The financial reporting framework that has been
applied in the preparation of the financial statements is
applicable law and UK-adopted International Accounting
Standards.
In our opinion the financial statements:
- give a true and fair view of the
state of the Group’s and of the Parent Company's affairs as at 30
April 2023 and of the Group’s loss for the period then ended;
- have been properly prepared in
accordance with UK-adopted International Accounting Standards;
and
- have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion We conducted
our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section
of our report. We are independent of the Group and the Parent
Company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty related to going
concernWe draw attention to the basis of preparation and
going concern assessment note on page 34 in the financial
statements, which indicates the Group will require funding for
general working capital and to repay the debts owed to Mercuria
Energy Trading SA (Mercuria) and A&T Investments Sarl (“Alpha”)
by 30 November 2023. Whilst the Group continues progress with the
realisation of the proceeds associated with a historic claim, there
is ongoing discussion with investor and debt providers for
alternative funding arrangements beyond 30 November 2023, but no
binding agreements are in place. As stated in this note, these
events or conditions, along with the other matters as set forth in
the note, indicate that a material uncertainty exists that may cast
significant doubt on the Group’s and Parent Company’s ability to
continue as a going concern. Our opinion is not modified in respect
of this matter.
In auditing the financial statements, we have
concluded that the directors use of the going concern basis of
accounting in the preparation of the financial statements is
appropriate. Our evaluation of the directors’ assessment of the
group and entity’s ability to continue to adopt the going concern
basis of accounting included:
- We obtained managements going
concern assessment, assessed the appropriateness of the approach
and tested the mathematical accuracy of the model;
- We assessed the accuracy of
management’s past forecasting for the previous financial years by
comparing management’s forecasts to actual results for those years
and have considered the impact on the working capital
forecast;
- We assessed and challenged the key
assumptions into the model including metal prices, operating
expenditure and production volumes and agreeing to forecast
data;
- We reviewed management’s assessment
regarding the material uncertainty disclosed in the basis of
preparation and going concern assessment and considered the impact
the quantum and timing of these cashflow, together with actions in
the events that key financing events are delayed or do not occur;
and
- We assessed the adequacy of the
disclosures made in the financial statements.
Our responsibilities and the responsibilities of
the directors with respect to going concern are described in the
relevant sections of this report.
Overview of our audit approach
MaterialityIn planning and performing our audit
we applied the concept of materiality. An item is considered
material if it could reasonably be expected to change the economic
decisions of a user of the financial statements. We used the
concept of materiality to both focus our testing and to evaluate
the impact of misstatements identified.
Based on our professional judgement, we
determined overall materiality for the Group financial statements
as a whole to be $220,000 (2022: $210,000), based on approximately
1% of the Group’s assets. Materiality for the Parent Company
financial statements as a whole was set at $130,000 (2022:
$125,000), based on approximately 5% of the Company’s normalised
loss before tax.
We use a different level of materiality
(‘performance materiality’) to determine the extent of our testing
for the audit of the financial statements. Performance materiality
is set based on the audit materiality as adjusted for the
judgements made as to the entity risk and our evaluation of the
specific risk of each audit area having regard to the internal
control environment. This is set at $154,000 (2022: $140,000) for
the Group and $91,000 (2022: $87,500) for the Parent Company.
Where considered appropriate performance
materiality may be reduced to a lower level, such as, for related
party transactions and directors’ remuneration.
We agreed with the Audit and Compliance
Committee to report to it all identified errors in excess of $6,600
(2022: $6,000). Errors below that threshold would also be reported
to it if, in our opinion as auditor, disclosure was required on
qualitative grounds.
Overview of the scope of our audit
Of the Group’s reporting components, in addition
to the Parent Company, we identified two entities comprising one
component requiring audit procedures to be performed for group
reporting purposes, the component is located in Romania. The
components within the scope of our work accounted for 100% of the
group’s total assets and 100% of the result for the period. The
work on these components was performed by local auditors under our
direction and review.
We issued instructions to the local auditors
which included details of the significant areas to be covered,
including the key audit matters detailed below, and the information
required to be reported back. We reviewed the audit work performed
by the component auditors, communicated our findings therefrom and
any further work required by us was then performed by the local
auditor.
Key Audit Matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in our audit of
the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not
due to fraud) that we identified. These matters included those
which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit; and directing the efforts of
the engagement team. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on
these matters.In addition to the matter described in the ‘Material
uncertainty related to going concern section, we have determined
the following key audit matters. This is not a complete list of all
risks identified by our audit.
Key audit matter |
How the scope of our audit addressed the key audit
matter |
Carrying value of property, plant and equipmentAt
30 April 2023 the group had property, plant and equipment of
$17.8million (2022: $16.2million). The group incurred a loss from
operations of $10.5 million (2022: $15.5 million) and therefore
there could be evidence that these assets are impaired. |
We obtained management’s impairment assessment of assets, reviewed
the impairment model and discussed the key inputs into the model
with management. We performed audit procedures, including applying
challenge regarding the reasonableness on the inputs into the model
as follows:
- the forecast cash flows within the assessment period;
- the expected margin and prevailing commodity prices:
- the discount rate applied to the forecast; and
- benchmarked the underlying key input assumption to the market
information.
We tested the accuracy of management’s forecasting through a
comparison of budget to actual data and historical variance
trends.We considered and assessed the managements’ sensitivity
analysis whether a reasonably possible change to a key input would
result in an impairment charge. We also considered the disclosure
made in the financial statements relating to impairments are
appropriate. |
Carrying value of investments and intercompany receivables
– Parent CompanyThe carrying value of investments in
subsidiaries in the Parent Company financial statements at 30 April
2023 was $23.3million (2022: $23.3million) as well as intercompany
receivables of $33.5million (2022: $25.2million). The valuation of
these investments and the recovery of the intercompany receivables
are almost entirely dependent on the successful execution of the
business plan. Failure to execute the business plan would likely
result in an impairment to the carrying value of the investments in
loans to subsidiaries. |
We obtained management’s assessment of the impairment of investment
in subsidiaries and the intercompany receivables. We considered the
following matters:
- Management’s assessment as to whether any indication of
impairment existed. This includes considering the existence of any
indication of discontinued activities, management’s future plans
for the business, and the market capitalisation of the Group.
- We reviewed management’s impairment model and discussed the key
inputs into the model with management. This includes applying
challenge regarding the reasonableness on the key inputs assumption
used by management in assessing the forecast cashflows of the
underlying assets in the subsidiary and thus the ability of the
subsidiaries to generate profit and ultimately remit that to the
Parent Company; and
- We assessed the adequacy of the associated disclosure in the
financial statements.
|
Our audit procedures in relation to these
matters were designed in the context of our audit opinion as a
whole. They were not designed to enable us to express an opinion on
these matters individually and we express no such opinion.
Other informationThe directors
are responsible for the other information contained within the
annual report. The other information comprises the information
included in the annual report, other than the financial statements
and our auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon.
Our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required
to determine whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We
have nothing to report in this regard.
Opinion on other matter prescribed by
the Companies Act 2006In our opinion based on the work
undertaken in the course of our audit
- the information given in the
strategic report and the directors' report for the financial year
for which the financial statements are prepared is consistent with
the financial statements; and
- the strategic report and the
directors’ report have been prepared in accordance with applicable
legal requirements.
Matters on which we are required to
report by exceptionIn light of the knowledge and
understanding of the group and the parent company and their
environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the
directors’ report.We have nothing to report in respect of the
following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
- adequate accounting records have
not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us;
or
- the parent company financial
statements are not in agreement with the accounting records and
returns; or
- certain disclosures of directors'
remuneration specified by law are not made; or
- we have not received all the
information and explanations we require for our audit.
Responsibilities of the directors for
the financial statementsAs explained more fully in the
directors’ responsibilities statement, the directors are
responsible for the preparation of the financial statements and for
being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the
directors are responsible for assessing the Group’s and Parent
Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the Group or the Parent Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit
of the financial statementsOur objectives are to obtain
reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances
of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We obtained an understanding of the legal and
regulatory frameworks within which the Group operates, focusing on
those laws and regulations that have a direct effect on the
determination of material amounts and disclosures in the financial
statements. The laws and regulations we considered in this context
were relevant company law and taxation legislation in the UK and
Romania being the principal jurisdictions in which the Group
operates.
We identified the greatest risk of material
impact on the financial statements from irregularities, including
fraud, to be the override of controls by management. Our audit
procedures to respond to these risks included enquiries of
management about their own identification and assessment of the
risks of irregularities, sample testing on the posting of journals
and reviewing accounting estimates for biases in particular where
significant judgements are involved (see Key Audit Matters
above).Owing to the inherent limitations of an audit, there is an
unavoidable risk that some material misstatements of the financial
statements may not be detected, even though the audit is properly
planned and performed in accordance with the ISAs (UK).
The potential effects of inherent limitations
are particularly significant in the case of misstatement resulting
from fraud because fraud may involve sophisticated and carefully
organised schemes designed to conceal it, including deliberate
failure to record transactions, collusion or intentional
misrepresentations being made to us.
A further description of our responsibilities
for the audit of the financial statements is located on the
Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
Use of our reportThis report is
made solely to the company's members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has
been undertaken so that we might state to the company's members
those matters we are required to state to them in an auditor's
report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than
the company and the company's members as a body, for our audit
work, for this report, or for the opinions we have formed.
John Glasby (Senior Statutory Auditor)for and on
behalf of Crowe U.K. LLPStatutory AuditorLondon30 October 2023
Group statement of comprehensive
income for the year ended 30 April
2023
|
|
30 Apr 2023 |
30 Apr 2022 |
|
|
12 Months |
12 Months |
|
|
Group |
Group |
|
Note |
$’000 |
$’000 |
Revenue |
|
3,720 |
3,781 |
Cost of
sales |
|
(8,402) |
(7,403) |
Gross loss |
|
(4,682) |
(3,622) |
Overhead
expenses |
|
(3,454) |
(9,380) |
Depreciation of property, plant and equipment |
2 |
(706) |
(812) |
Share option and warrant expense |
2, 23 |
(274) |
(356) |
Sundry income |
|
(5) |
59 |
Exchange gain / (loss) |
2 |
1,411 |
(3,754) |
Other administrative and overhead expenses |
|
(3,880) |
(4,517) |
|
|
|
|
Fair value movement in available for sale investments |
- |
(3) |
Loss
from operations |
|
(8,136) |
(13,005) |
Finance
expense |
4 |
(2,370) |
(2,487) |
Loss before taxation from continuing
operations |
(10,506) |
(15,492) |
Taxation
charge |
5 |
- |
- |
Total
(loss) after taxation for the period |
|
(10,506) |
(15,492) |
Other
comprehensive income |
|
|
|
Items that may
be subsequently reclassified to either profit or loss |
|
|
|
Exchange gain /(loss) on translation of foreign operations |
(1,197) |
2,219 |
Total comprehensive expense for the period |
(11,703) |
(13,273) |
|
|
|
|
(Loss)
per share - basic and diluted - amount in cents ($) |
8 |
(0.56) |
(5.73) |
The accompanying accounting policies and notes
on pages 34 to 66 of the annual report form an integral part of
these financial statements.
Group statement of changes in
equityfor the year ended 30 April
2023
|
Share capital |
Share premium |
Share option reserve |
Foreign currency translation reserve |
Retained deficit |
Total |
|
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
At 30
April 2021 |
41,092 |
89,348 |
2,982 |
(2,595) |
(121,709) |
9,118 |
|
|
|
|
|
|
|
Total comprehensive loss for the period |
- |
- |
- |
2,219 |
(15,492) |
(13,273) |
Share option and warrant charges |
- |
- |
356 |
- |
- |
356 |
Share options and warrants lapsed |
- |
- |
(967) |
- |
967 |
- |
Share warrants issued under share issuance |
- |
(203) |
203 |
- |
- |
- |
Shares issued: |
|
|
|
|
|
|
- for cash consideration |
175 |
4,353 |
|
- |
- |
4,528 |
- to settle liabilities |
191 |
1,209 |
- |
- |
- |
1,400 |
|
|
|
|
|
|
|
At 30
April 2022 |
41,458 |
94,707 |
2,574 |
(376) |
(136,234) |
2,129 |
|
|
|
|
|
|
|
Total comprehensive loss for the period |
- |
- |
- |
(1,197) |
(10,506) |
(11,703) |
Share option and warrant charges |
- |
- |
274 |
- |
- |
274 |
Share options and warrants lapsed |
- |
- |
(2,193) |
- |
2,193 |
- |
Share warrants issued to lender |
- |
- |
277 |
- |
- |
277 |
Shares issued: |
|
|
|
|
|
|
- for cash consideration |
2,285 |
7,531 |
|
- |
- |
9,816 |
- to settle liabilities |
630 |
1,120 |
- |
- |
- |
1,750 |
|
|
|
|
|
|
|
At 30
April 2023 |
44,373 |
103,358 |
932 |
(1,573) |
(144,547) |
2,543 |
The accompanying accounting policies and notes
on pages 34 to 66 form an integral part of these financial
statements.
Company statement of changes in
equityfor the year ended 30 April
2023
|
Share capital |
Share premium |
Share option reserve |
Foreign currency translation reserve |
Retained deficit |
Total |
|
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
At 30
April 2021 |
41,092 |
89,348 |
2,982 |
(4,954) |
(87,779) |
40,689 |
|
|
|
|
|
|
|
Total comprehensive loss for the period |
- |
- |
- |
- |
(3,448) |
(3,448) |
Share option and warrant charges |
- |
- |
356 |
- |
- |
356 |
Share options and warrants lapsed |
- |
- |
(967) |
- |
967 |
- |
Share warrants issued under share issuance |
- |
(203) |
203 |
- |
- |
- |
Shares issued: |
|
|
|
|
|
|
- for cash consideration |
175 |
4,353 |
- |
- |
- |
4,528 |
- to settle liabilities |
191 |
1,209 |
- |
- |
- |
1,400 |
|
|
|
|
|
|
|
At 30
April 2022 |
41,458 |
94,707 |
2,574 |
(4,954) |
(90,260) |
43,525 |
|
|
|
|
|
|
|
Total comprehensive loss for the period |
- |
- |
- |
- |
(2,689) |
(2,689) |
Share option and warrant charges |
- |
- |
274 |
- |
- |
274 |
Share options and warrants lapsed |
- |
- |
(2,193) |
- |
2,193 |
- |
Share warrants issued to lender |
- |
- |
277 |
- |
- |
277 |
Shares issued: |
|
|
|
|
|
|
- for cash consideration |
2,285 |
7,531 |
- |
- |
- |
9,816 |
- to settle liabilities |
630 |
1,120 |
- |
- |
- |
1,750 |
|
|
|
|
|
|
|
At 30
April 2023 |
44,373 |
103,358 |
932 |
(4,954) |
(90,756) |
52,953 |
The accompanying accounting policies and notes
on pages 34 to 66 of the annual report form an integral part of
these financial statements.
Group and Company statements of
financial positionAs at 30 April 2023
|
|
30 Apr 2023 |
30 Apr 2022 |
30 Apr 2023 |
30 Apr 2022 |
|
|
Group |
Group |
Company |
Company |
|
|
$’000 |
$’000 |
$’000 |
$’000 |
Assets |
Note |
|
|
|
|
Non-current assets |
|
|
|
|
|
Property,
plant and equipment |
10 |
17,840 |
16,212 |
3 |
3 |
Available for
sale investments |
16 |
891 |
891 |
891 |
891 |
Investment in
subsidiaries |
11 |
- |
- |
23,302 |
23,302 |
Investment in associates |
12 |
417 |
417 |
417 |
417 |
Loans to group
companies |
13 |
- |
- |
33,920 |
25,402 |
|
|
19,148 |
17,520 |
58,533 |
50,015 |
Current assets |
|
|
|
|
|
Inventory |
14 |
973 |
839 |
- |
- |
Receivables |
15 |
2,936 |
2,834 |
1,024 |
648 |
Cash and cash
equivalents |
|
530 |
103 |
460 |
86 |
Total
current assets |
|
4,439 |
3,776 |
1,484 |
734 |
Total
Assets |
|
23,587 |
21,296 |
60,017 |
50,749 |
|
|
|
|
|
|
Equity
and Liabilities |
|
|
|
|
|
Capital and
reserves attributable to equity holders of the Parent |
|
|
|
|
|
Share
capital |
22 |
44,373 |
41,458 |
44,373 |
41,458 |
Share
premium |
22 |
103,358 |
94,707 |
103,358 |
94,707 |
Share option
reserve |
|
932 |
2,574 |
932 |
2,574 |
Foreign
currency translation reserve |
|
(1,573) |
(376) |
(4,954) |
(4,954) |
Retained
deficit |
|
(144,547) |
(136,234) |
(90,756) |
(90,260) |
Total
equity |
|
2,543 |
2,129 |
52,953 |
43,525 |
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Provisions |
19 |
1,165 |
1,145 |
- |
- |
Trade and
other payables |
20 |
1,933 |
1,954 |
- |
- |
|
|
3,098 |
3,099 |
- |
- |
Current liabilities |
|
|
|
|
|
Loans and
borrowings |
17 |
9,169 |
10,316 |
5,605 |
5,300 |
Trade and
other payables |
18 |
8,777 |
5,752 |
1,459 |
1,924 |
Total
current liabilities |
|
17,946 |
16,068 |
7,064 |
7,224 |
Total
liabilities |
|
21,044 |
19,167 |
7,064 |
7,224 |
Total
Equity and Liabilities |
|
23,587 |
21,296 |
60,017 |
50,749 |
The accompanying accounting policies and notes
on pages 34 to 66 of the annual report form an integral part of
these financial statements. The parent Company reported a loss
after taxation for the year of US$ 2.689 million (2022: US$ 3.448
million loss). The financial statements on pages 29 to 66 of the
annual report were approved and authorised for issue by the Board
of Directors on 30 October 2023 and were signed on its behalf
by:
Paul
Fletcher Registered
number 5414325Director 30
October 2023
Group and Company statements of cash
flowfor the year ended 30 April 2023
|
30 Apr 2023 |
30 Apr 2022 |
30 Apr 2023 |
30 Apr 2022 |
|
Group |
Group |
Company |
Company |
|
$’000 |
$’000 |
$’000 |
$’000 |
CASH
FLOW FROM OPERATING ACTIVITIES |
|
|
|
|
Profit
(loss) before taxation for the period |
(10,506) |
(15,492) |
(2,689) |
(3,448) |
Adjustments for: |
|
|
|
|
Depreciation |
706 |
812 |
- |
- |
Share option expense |
274 |
356 |
274 |
356 |
Finance expense |
2,370 |
2,487 |
1,597 |
1,979 |
Unrealised foreign currency exchange loss / (gain) |
(1,661) |
3,946 |
- |
- |
|
(8,817) |
(7,891) |
(818) |
(1,113) |
Changes in working capital: |
|
|
|
|
Decrease (increase) in receivables |
(101) |
373 |
(376) |
(149) |
Decrease (increase) in inventories |
(134) |
97 |
- |
- |
Increase (decrease) in payables |
2,656 |
3,859 |
(465) |
1,294 |
|
2,421 |
4,329 |
(841) |
1,145 |
|
|
|
|
|
Taxation
paid |
- |
- |
- |
- |
|
|
|
|
|
Cash
(used in) / generated by / operations |
(6,396) |
(3,562) |
(1,659) |
32 |
|
|
|
|
|
Investing activities: |
|
|
|
|
Payments to acquire property, plant and equipment |
(1,896) |
(1,467) |
- |
- |
Disposal proceeds of property, plant and equipment |
25 |
- |
- |
- |
Payments to acquire investments in associates |
- |
(417) |
- |
(417) |
Advanced loans to group companies |
- |
- |
(8,518) |
(5,029) |
|
|
. |
|
|
Total
cash used in investing activities |
(1,871) |
(1,884) |
(8,518) |
(5,446) |
|
|
|
|
|
Financing Activities: |
|
|
|
|
Proceeds from the issue of ordinary shares |
9,816 |
4,528 |
9,816 |
4,528 |
Proceeds from loans and borrowings granted |
4,500 |
- |
4,500 |
- |
Repayment of loans and borrowings |
(5,622) |
(364) |
(3,765) |
(343) |
Total
proceeds from financing activities |
8,694 |
4,164 |
10,551 |
4,185 |
|
|
|
|
|
Increase (decrease) in cash and cash
equivalents |
427 |
(1,282) |
374 |
(1,229) |
Cash
and cash equivalents at beginning of period |
103 |
1,385 |
86 |
1,315 |
Cash
and cash equivalents at end of period |
530 |
103 |
460 |
86 |
The accompanying notes and accounting policies
on pages 34 to 66 of the annual report form an integral part of
these financial statements.
Statement of accounting
policiesfor the year ended 30 April
2023
General information Vast
Resources plc and its subsidiaries (together “the Group”) are
engaged principally in the exploration for and development of
mineral projects in Sub-Saharan Africa and Eastern Europe. Since
incorporation the Group has built an extensive and interesting
portfolio of projects in these jurisdictions, and has invested in a
mineral mining project in Central Asia. The Company’s ordinary
shares are listed on the AIM market of the London Stock
Exchange.
Vast Resources plc was incorporated as a public
limited company under UK Company Law with registered number
05414325. It is domiciled in England and Wales with its registered
office at 60 Gracechurch Street, London EC3V 0HR.
Basis of preparation and going concern
assessmentThe principal accounting policies adopted in the
preparation of the financial information are set out below. The
policies have been consistently applied throughout the current year
and prior year, unless otherwise stated. These financial statements
have been prepared in accordance with UK-adopted International
Accounting Standards and the Companies Act 2006.
The financial statements are prepared under the
historical cost convention on a going concern basis. In certain
prescribed circumstances the use of fair value accounting has been
adopted.
The Group made a loss for the year of $10.51
million (2022: $15.49 million). The Group recorded net cash used in
operating activities of $6.40 million (2022: $3.56 million). At the
reporting date the group held cash and cash equivalents of $0.53
million (2022: $0.1 million) and had net current liabilities of
$13.51 million (2022: $12.29 million). Subsequent to the year end,
the Company raised $4.41 million from the placing of new shares for
mine operations, capital expenditure and general working
capital.
The Company will require funding to repay the
Mercuria and Alpha loans and to provide general working capital.
The original maturity date for these facilities was 15 May 2023 and
this has been extended on several occasions with the current
extension by mutual agreement running to 30 November 2023. The
Company has been in continuing discussions with Mercuria and Alpha
for extensions in the repayment date for the totality of the debt
owed so as to allow further time to realise the proceeds associated
with a historic claim in its operations. The Company expects these
to repay both Mercuria and Alpha, with the balance, together
possibly with an element of debt financing in discussion, to
provide necessary funds for working capital and BPPM expansion
purposes. At the date of this Report the Company expects the
historic claim proceeds receipt very shortly, although there can be
no certainty as to the precise date. While management is confident
that with continued progress in the realisation process Mercuria
and Alpha would remain supportive beyond 30 November, the Company
is also in discussions with investors and debt providers to provide
funding after 30 November. At the date of this report, there is
neither a legally binding extension of the Mercuria and Alpha loans
beyond 30 November nor alternative legally binding funding
arrangements. These conditions indicate the existence of a material
uncertainty which may cast significant doubt about the Group's and
Company's ability to continue as a going concern. The financial
statements do not include the adjustment that would result if the
Group and Company were unable to continue as a going concern.
Changes in Accounting
PoliciesAt the date of authorisation of these financial
statements, a number of Standards and Interpretations were in issue
and effective for the first time this financial year. The Directors
do not anticipate that the adoption of these standards and
interpretations, or any of the amendments made to existing
standards as a result of the annual improvements cycle, will have a
material effect on the financial statements in the year of initial
application.
Areas of estimates and
judgementThe preparation of the Group financial statements
in conformity with UK adopted International Accounting Standards
(UK IAS) requires the use of estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Although these estimates are based on
management’s best knowledge of current events and actions, actual
results may ultimately differ from those estimates. The estimates
and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities in the
next financial year are discussed below:
Accounting estimates
a) Impairment of
mining assetsThe Group reviews, on an annual basis, whether
deferred exploration costs, acquired either as intangible assets,
as property, plant and equipment, or as mining options or licence
acquisition costs, have suffered any impairment. The recoverable
amounts are determined based on an assessment of the economically
recoverable mineral reserves, the ability of the Group to obtain
the necessary financing to complete the development of the reserves
and future profitable production or proceeds from the disposition
of recoverable reserves.
The Group uses discounted cash flow techniques
(“DCF”) and, as relevant industry benchmarks, to assess whether any
impairment is necessary. Revenue projections used in DCF are based
on production plans associated with the Company’s estimate of
economically recoverable mineral reserves and are modelled using
prevailing commodity market prices with an appropriate down stress
applied. Production cost inputs used in DCF are referenced to
observable inputs in accordance with the production plan and are
applied conservatively. The Group applies a pre-tax discount rate
of 15% in its DCF modelling, reflecting its assessment of the
market cost of capital for such assets under the Capital Asset
Pricing Model (“CAPM”). The results of these assessments indicate
that the fair value of the Group’s mining assets is significantly
more than their carry value. There have been no fundamental changes
in the quality and condition of these assets versus the previous
year. The Group also sensitised a reasonable possible movement in
key assumptions such as a reduction of forecast commodity prices by
up to 15% and a higher discount rate up to 20%. Under these
scenarios, there are no impairment indictors identified.
The mining assets are disclosed in note 10 to
the financial statements.
b) ProvisionsThe
Group is required to estimate the cost of its obligations to
realise and rehabilitate its mining properties.
The estimation of the cost of complying with the
Group’s obligations at future dates and in economically
unpredictable regions, and the application of appropriate discount
rates thereto, gives rise to significant estimation
uncertainties.
Accounting judgements
c) Going concern and
the Company’s Inter-company loan recoverabilityThe recoverability
of inter-company loans advanced by the Company to subsidiaries
depends also on the subsidiaries realising their cash flow
projections, which is linked to the future cashflows expected to be
generated from certain underlying assets of the Company’s
subsidiaries which are predominantly the mining assets within the
property, plant and equipment assets. The going concern
considerations are highlighted above. The results of these
assessments indicate that the recoverable amount of these mining
assets are significantly more than the carrying value of the
Company’s loans to its subsidiaries.
d) VAT recoverableIn
countries where the Group has productive mining operations carried
out by its subsidiaries those subsidiaries are registered for Value
Added Tax (VAT) with their respective local taxation authorities
and, as their outputs are predominantly zero-rated for VAT, receive
net refunds of VAT in respect of input tax borne on their inputs.
This amount is carried as a receivable until refunded by the
State.
The amount carried as a receivable is determined
in accordance with the returns submitted to the taxation
authorities.
Basis of consolidationWhere the
Company has control over an investee, it is classified as a
subsidiary. The Company controls an investee if all three of the
following elements are present: power over the investee, exposure
to variable returns from the investee, and the ability of the
investor to use its power to affect those variable returns. Control
is reassessed whenever facts and circumstances indicate that there
may be a change in any of these elements of control.
The consolidated financial statements present
the results of the Company and its subsidiaries ("the Group") as if
they formed a single entity. Inter-company transactions and
balances between Group companies are therefore eliminated in
full.
The consolidated financial statements
incorporate the results of business combinations using the
acquisition method. In the statement of financial position, the
acquiree's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the
acquisition date. The results of acquired operations are included
in the consolidated statement of comprehensive income from the date
on which control is obtained. They are deconsolidated from the date
on which control ceases.
Financial instrumentsThe
Group’s principal financial assets are cash and cash equivalents
and receivables. The Group also holds a long-term investment
available for sale. The Group’s principal financial liabilities are
trade and other payables, and loans and borrowings.
The Group's accounting policy for each category
of financial asset is as follows:
Financial assets held at amortised costTrade
receivables and other receivables are classified as financial
assets held at amortised cost as they are held within a business
model whose objective is to collect contractual cashflows which are
solely payments of principal and interest. They are initially
recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently
carried at amortised cost using the effective interest rate method,
less provision for impairment.
Impairment provisions are recognised under the
expected loss model with changes in the provision being recorded in
the statement of comprehensive income. For receivables, which are
reported net, such provisions are recorded in a separate allowance
account with the loss being recognised within administrative
expenses in the statement of comprehensive income. On confirmation
that the receivable will not be collectable, the gross carrying
value of the asset is written off against the associated
provision.
Financial assets held at fair valueFinancial
assets held for trading are measured at fair value through the
profit and loss account as their value will be recovered through
sale.
Cash and cash equivalentsThese amounts comprise
cash on hand and balances with banks. Cash equivalents are short
term, highly liquid accounts that are readily converted to known
amounts of cash. They include short-term bank deposits.
Financial liabilities
The Group’s financial liabilities consist of
trade and other payables (including short terms loans) and long
term secured borrowings. These are initially recognised at fair
value and subsequently carried at amortised cost, using the
effective interest method. Where any liability carries a right to
convertibility into shares in the Group and the Group has an
unconditional right to avoid delivering cash, the fair value of the
equity and liability portions of the liability is determined at the
date that the convertible instrument is issued, by use of
appropriate discount factors.
Foreign
currencyThe functional currency of the Company and all of
its subsidiaries outside Romania is the United States Dollar, while
the functional currency of the Company’s Romanian subsidiaries is
the Romanian Lei (RON). These are the currencies of the primary
economic environment in which the Company and its subsidiaries
operate.
Transactions entered into by the Group entities
in a currency other than the currency of the primary economic
environment in which it operates (the “functional currency”) are
recorded at the rates ruling when the transactions occur. Foreign
currency monetary assets and liabilities are translated at the
rates ruling at the date of the statement of financial position.
Exchange differences arising on the retranslation of unsettled
monetary assets and liabilities are similarly recognised
immediately in profit or loss.
For consolidation purposes, the results and
financial position of a Group entity whose functional currency
differs from the Group’s presentation currency is translated into
the Group’s presentation currency as follows: assets and
liabilities are translated at the closing rate; income and expenses
are translated at the average rate for the period, and; all
resulting exchange differences are recognised in other
comprehensive income.
The exchange rates applied at each reporting
date were as follows:
- 30 April
2023 $1.2568:
£1 and $1:
RON 4.4915 and $1:
ZWL 1,047.44
- 30 April
2022 $1.2572:
£1 and $1:
RON 4.6774 and $1:
ZWL 159.35
- 30 April
2021 $1.3818:
£1 and $1:
RON 4.0621 and $1: ZWL 85.75
On 22 February 2019 all United States dollar
balances in Zimbabwe were restated as RTGS (Real Time Gross
Settlement) balances, later renamed Zimbabwe Dollar (ZWL), as a
separate and distinct currency tradeable against the US dollar. On
27 March 2020 the Government of Zimbabwe pegged the rate of
exchange at $1: 25. Subsequently, the ZWL has depreciated
significantly. This has an immaterial impact on the balance sheet
and profit and loss for the year ended 30 April 2023 and for the
ongoing financial position of our operations in Zimbabwe.
Intangible assets - Mining
rightsMineral rights are recorded at cost less
amortisation and provision for diminution in value. Amortisation
will be over the estimated life of the commercial ore reserves on a
unit of production basis.
Licences for the exploration of natural
resources will be amortised over the lower of the life of the
licence and the estimated life of the commercial ore reserves on a
unit of production basis.
InventoriesInventories are
initially recognised at cost, and subsequently at the lower of cost
and net realisable value. Cost comprises all costs of purchase,
costs of conversion and other costs incurred in bringing the
inventories to their present location and condition. Weighted
average cost is used to determine the cost of ordinarily
inter-changeable items.
Mining inventory includes run of mine
stockpiles, minerals in circuit, finished goods and consumables.
Stockpiles, minerals in circuit and finished goods are valued at
their cost of production to their point in process using a weighted
average cost of production, or net realisable value, whichever is
the lower. Low grade stockpiles are only recognised as an asset
when there is evidence to support the fact that some economic
benefit will flow to the Company on the sale of such inventory.
Consumables are valued at their cost of acquisition, or net
realisable value, whichever is the lower.
Investment in subsidiaries and
associatesThe Company’s investment in its subsidiaries and
associates is recorded at cost less any impairment.
AssociatesWhere the Group has
the power to participate in (but not control) the financial and
operating policy decisions of another entity, it is classified as
an associate. Associates are initially recognised in the
consolidated statement of financial position at cost. Subsequently
associates are accounted for using the equity method, where the
Group's share of post-acquisition profits and losses and other
comprehensive income is recognised in the consolidated statement of
profit and loss and other comprehensive income (except for losses
in excess of the Group's investment in the associate unless there
is an obligation to make good those losses).
Profits and losses arising on transactions
between the Group and its associates are recognised only to the
extent of unrelated investors' interests in the associate. The
investor's share in the associate's profits and losses resulting
from these transactions is eliminated against the carrying value of
the associate. Any premium paid for an associate above the fair
value of the Group's share of the identifiable assets, liabilities
and contingent liabilities acquired is recognised as goodwill and
included in the carrying amount of the associate. Where there is
objective evidence that the investment in an associate has been
impaired the carrying amount of the investment is tested for
impairment in the same way as other non-financial assets.
RevenueRevenue from the sales
of goods is recognised when the Group has performed its contractual
obligations and it is probable that the Group will receive the
previously agreed upon payment. These criteria are considered to be
met when the goods are loaded at the plant and consigned to the
buyer. Revenue for services is recognised as those services are
performed under contractual obligations with the customer.
Under IFRS 15, the freight service on export
commodity contracts with CIF/CFR terms represents a separate
performance obligation, and a portion of the revenue earned under
these contracts, representing the obligation to perform the freight
service, is deferred and recognised over time as this obligation is
fulfilled. The sale of concentrate, along with the associated
costs, is recognised at the point of time that the goods are
delivered to the customer.
Provided the amount of revenue can be measured
reliably and it is probable that the Group will receive any
consideration, revenue for services is recognised in the period in
which they are rendered.
Pension costsContributions to
defined contribution pension schemes are charged to profit or loss
in the year to which they relate.
Production expensesProduction
expenses include all direct costs of production but exclude
depreciation of property plant and equipment involved in the mining
process, and mine and Company overhead.
Property, plant, and
equipmentLand is not depreciated. Items of property, plant
and equipment are initially recognised at cost and are subsequently
carried at depreciated cost. As well as the purchase price, cost
includes directly attributable costs and the estimated present
value of any future costs of dismantling and removing items. The
corresponding liability is recognised within provisions.
Depreciation is provided on all other items of
property and equipment so as to write off the carrying value of
items over their expected useful economic lives. It is applied at
the following rates:
Buildings – 2.5%
per annum, straight linePlant and machinery
– 15%
per annum, reducing balanceFixtures, fittings & equipment
– 20%
per annum, reducing balanceComputer assets
– 33.33%
per annum, straight lineMotor vehicles
– 15%
per annum, reducing balance
Capital works in progress: Property, plant and
equipment under construction are carried at its accumulated cost of
construction and not depreciated until such time as construction is
completed or the asset put into use, whichever is the earlier.
Proved mining
propertiesDepletion and amortisation of the full-cost
pools is computed using the units-of-production method based on
proved reserves as determined annually by management.
Provision for rehabilitation of mining
assetsProvision for the rehabilitation of a mining
property on the cessation of mining is recognised from the
commencement of mining activities. This provision accounts for the
full cost to rehabilitate the mine according to good practice
guidelines in the country where the mine is located, which may
involve more than the stipulated minimum legal commitment.
When accounting for the provision the Company
recognises a provision for the full cost to rehabilitate the mine
and a matching asset accounted for within the non-current mining
asset. The rehabilitation provision is discounted using an
appropriate discount rate, which is linked to the currency in which
the costs are expected to be incurred, and the applicable inflation
rate applied to the cash flows. The unwinding of the discounting
effect is recognised within finance expenses in the income
statement.
Share based
paymentsEquity-settled share-based paymentsWhere share
options are awarded to employees, the fair value of the options at
the date of grant is charged to profit or loss over the vesting
period. Non-market vesting conditions are taken into account by
adjusting the number of equity instruments expected to vest at each
reporting date so that, ultimately, the cumulative amount
recognised over the vesting period is based on the number of
options that eventually vest.
Where the terms and conditions of options are
modified before they vest, the increase in the fair value of the
options, measured immediately before and after the modification, is
also charged to profit or loss over the remaining vesting
period.
Where equity instruments are granted to persons
other than employees, the fair value of goods and services received
is charged to profit or loss, except where it is in respect to
costs associated with the issue of shares, in which case, it is
charged to the share premium account.
Remuneration sharesWhere remuneration shares are
issued to settle liabilities to employees and consultants, any
difference between the fair value of the shares on the date of
issue and the carrying amount of the liability is charged to profit
or loss.
Stripping costsCosts incurred
in stripping the overburden to gain access to mineral ore deposits
are accounted for as follows:
Stripping costs incurred during the development
phase of the mine (before production begins) are capitalised as
part of the depreciable cost of building, developing and
constructing the mine. Capitalised costs are amortised using the
units of production method, once production begins.
Stripping costs incurred during the production
phase of the mine which give rise to the production of usable
inventory are accounted for in accordance with the principles
contained in the Group’s policy on
Inventories. Stripping costs incurred in the production
phase of the mine which result in improved access to ore are
capitalized and recognized as additions to non-current assets
provided that it is probable that the future economic benefit from
improved access to the ore body associated with the stripping
activity will flow to the Company, that it is possible to identify
the component of the ore body to which access has been improved and
that the costs relating to the stripping activity associated with
that component of the ore body can be measured reliably.
TaxThe major components of
income tax on the profit or loss include current and deferred
tax.
Current taxCurrent tax is based on the profit or
loss adjusted for items that are non-assessable or disallowed and
is calculated using tax rates that have been enacted or
substantively enacted by the reporting date.
Tax is charged or credited to the statement of
comprehensive income, except when the tax relates to items credited
or charged directly to equity, in which case the tax is also dealt
with in equity.
Deferred taxDeferred tax assets and liabilities
are recognised where the carrying amount of an asset or liability
in the statement of financial position differs to its tax base,
except for differences arising on:
- The initial
recognition of goodwill;
- The initial
recognition of an asset or liability in a transaction which is not
a business combination and at the time of the transaction affects
neither accounting or taxable profit; and
- Investments in
subsidiaries and jointly controlled entities where the Group is
able to control the timing of the reversal of the difference and it
is probable that the differences will not reverse in the
foreseeable future.
Recognition of deferred tax assets is restricted
to those instances where it is probable that taxable profit will be
available against which the difference can be utilised.
The amount of the asset or liability is
determined using tax rates that have been enacted or substantively
enacted by the reporting date and are expected to apply when
deferred tax liabilities/(assets) are settled/(recovered). Deferred
tax balances are not discounted.
New IFRS accounting standardsA
number of new standards and amendments to standards and
interpretations have been issued but are not yet effective.
At the date of authorisation of these financial
statements, the Directors have reviewed the standards in issue by
the UK Endorsement Board (“UKEB”), which are effective for annual
accounting periods ending on or after the stated effective date. In
their view, none of these standards would have a material impact on
the consolidated financial statements.
Notes to financial statements
for the year ended 30 April 2023
1 Segmental
analysis
The Group operates in one business segment, the
development and mining of mineral assets. The Group has interests
in two geographical segments being Southern Africa (primarily
Zimbabwe) and Europe and Central Asia (primarily Romania and
Tajikistan focusing on polymetallic opportunities). The group
combines its Tajikistan and Romanian operations into one
geographical segment, Europe and Central Asia, as these operations
are managed together as a single geography utilising common
resources and leveraging commercial and strategic synergies.
The Group’s operations are reviewed by the Board
(which is considered to be the Chief Operating Decision Maker
(‘CODM’)) and split between mining exploration and development and
administration and corporate costs.
Exploration and development is reported to the
CODM only on the basis of those costs incurred directly on
projects. All costs incurred on the projects are capitalised in
accordance with IFRS 6, including depreciation charges in respect
of tangible assets used on the projects.
Administration and corporate costs are further
reviewed on the basis of spend across the Group.
Decisions are made about where to allocate cash
resources based on the status of each project and according to the
Group’s strategy to develop the projects. Each project, if taken
into commercial development, has the potential to be a separate
operating segment. Operating segments are disclosed below on the
basis of the split between exploration and development and
administration and corporate.
Revenue comprises of the sale of concentrates of
$2.66million (2022: $2.25million) and services rendered of
$1.06million (2022: $1.53million). The Group derives revenue from
two customers (2022: two), each exceeding 10% of total
revenues.
|
Mining, exploration, and development |
Admin and corporate |
Total |
|
|
Europe & Central Asia |
Africa |
|
|
|
$’000 |
$’000 |
$’000 |
$’000 |
Year
to 30 April 2022 |
|
|
|
|
Revenue |
3,720 |
- |
- |
3,720 |
Production
costs |
(8,402) |
- |
- |
(8,402) |
Gross profit
(loss) |
(4,682) |
- |
- |
(4,682) |
Depreciation |
(704) |
- |
(2) |
(706) |
Share option
and warrant expense |
- |
- |
(274) |
(274) |
Sundry
income |
(5) |
- |
- |
(5) |
Exchange
(loss) gain |
1,098 |
- |
313 |
1,411 |
Other
administrative and overhead expenses |
(2,165) |
- |
(1,715) |
(3,880) |
Finance
expense |
(775) |
- |
(1,595) |
(2,370) |
Taxation
(charge) |
- |
- |
- |
- |
Profit (loss)
for the year |
(7,233) |
- |
(3,273) |
(10,506) |
|
|
|
|
|
30
April 2022 |
|
|
|
|
Total
assets |
22,290 |
- |
1,297 |
23,587 |
Total
non-current assets |
17,916 |
- |
1,232 |
19,148 |
Additions to
non-current assets |
1,595 |
- |
301 |
1,896 |
Total current
assets |
4,374 |
- |
65 |
4,439 |
Total
liabilities |
13,937 |
- |
7,107 |
21,044 |
|
Mining, exploration, and development |
Admin and corporate |
Total |
|
Europe & Central Asia |
Africa |
|
|
|
$’000 |
$’000 |
$’000 |
$’000 |
Year to
30 April 2022 |
|
|
|
|
Revenue |
3,781 |
- |
- |
3,781 |
Production
costs |
(7,403) |
- |
- |
(7,403) |
Gross profit
(loss) |
(3,622) |
- |
- |
(3,622) |
Depreciation |
(806) |
- |
(6) |
(812) |
Share option
and warrant expense |
- |
- |
(356) |
(356) |
Sundry
income |
59 |
- |
- |
59 |
Exchange (loss)
gain |
(3,359) |
- |
(395) |
(3,754) |
Other
administrative and overhead expenses |
(2,565) |
- |
(1,952) |
(4,517) |
Fair value
movement in available for sale investments |
- |
- |
(3) |
(3) |
Finance
expense |
(508) |
- |
(1,979) |
(2,487) |
Taxation
(charge) |
- |
- |
- |
- |
Profit (loss)
for the year |
(10,801) |
- |
(4,691) |
(15,492) |
|
|
|
|
|
30
April 2022 |
|
|
|
|
Total
assets |
19,614 |
- |
1,682 |
21,296 |
Total
non-current assets |
16,549 |
- |
971 |
17,520 |
Additions to
non-current assets |
1,467 |
- |
- |
1,467 |
Total current
assets |
3,065 |
- |
711 |
3,776 |
Total
liabilities |
11,938 |
- |
7,229 |
19,167 |
2 Group loss from
operations
|
2023 |
2022 |
|
Group |
Group |
|
$’000 |
$’000 |
Operating loss
is stated after charging/ (crediting): |
|
|
Auditors'
remuneration (note 3) |
99 |
91 |
Depreciation |
706 |
812 |
Employee
pension costs |
353 |
283 |
Share option
expense |
274 |
356 |
Foreign
exchange (gain) / loss |
(1,411) |
3,754 |
3 Auditor’s
remuneration
|
2023 |
2022 |
|
Group |
Group |
|
$’000 |
$’000 |
Fees payable
to the Company's auditor for the audit of the Company's annual
accounts |
67 |
60 |
Fees payable
to the Company's auditor for other services: |
|
|
- Audit of the
accounts of subsidiaries |
32 |
31 |
- Other
services |
- |
- |
|
99 |
91 |
4 Finance
expense
|
|
|
Finance expense |
2023 |
2022 |
|
Group |
Group |
|
$’000 |
$’000 |
|
|
|
Finance
expense on secured borrowings |
1,572 |
2,473 |
Finance
expense on unsecured borrowings |
430 |
14 |
Finance
charges on taxes payable (note 20) |
368 |
- |
|
2,370 |
2,487 |
5 Taxation
|
2023 |
2022 |
|
Group |
Group |
|
$’000 |
$’000 |
Income tax on
profits |
- |
- |
Deferred tax
charge |
- |
- |
|
|
|
Tax charge
(credit) |
- |
- |
|
|
|
|
|
|
|
2023 |
2022 |
|
Group |
Group |
|
$’000 |
$’000 |
The tax
assessed for the year is lower than the standard rate of
corporation tax in the UK. The differences are explained as
follows: |
|
|
Loss before
taxation |
(10,506) |
(15,492) |
Loss before
taxation at the standard rate of corporation tax in the UK of 19%
(2023: 19%) |
1,992 |
2,943 |
|
|
|
Difference in
tax rates in foreign jurisdictions |
(249) |
(348) |
Income not
chargeable to tax |
46 |
- |
Expenses not
allowed for tax |
650 |
304 |
Short term
timing differences |
7 |
14 |
Loss carried
forward |
(2,446) |
(2,913) |
Income tax
charge on profits |
- |
- |
There was no taxation charge during the year
(2022: US$ nil).Deferred tax assets are only recognised in the
Group where the company concerned has a reasonable expectation of
future profits against which the deferred tax asset may be
recovered.
Tax
losses |
2023 |
2022 |
2023 |
2022 |
|
Group |
Group |
Company |
Company |
|
$’000 |
$’000 |
$’000 |
$’000 |
|
|
|
|
|
Accumulated
tax losses |
81,378 |
65,240 |
43,061 |
40,649 |
However, these losses will only be recoverable
against future profits, the timing of which is uncertain, and a
deferred tax asset has not been recognised in respect of these
losses. A deferred tax asset has not been recognised in respect of
accumulated tax losses for the Company.
6 Employees
|
2023 |
2022 |
|
Group |
Group |
|
$’000 |
$’000 |
Staff costs (including directors) consist of: |
|
|
Wages and
salaries – management |
1,350 |
1,318 |
Wages and
salaries – other |
6,095 |
5,712 |
|
7,445 |
7,030 |
|
|
|
Consultancy
fees |
20 |
185 |
Social
Security costs |
28 |
64 |
Healthcare
costs |
18 |
- |
Pension
costs |
353 |
283 |
|
7,864 |
7,562 |
|
|
|
The average
number of employees (including directors) during the year was as
follows: |
|
|
Management |
14 |
15 |
Other
operations |
336 |
352 |
|
350 |
367 |
7 Directors’
remuneration
|
2023 |
2022 |
|
Group |
Group |
|
$’000 |
$’000 |
|
|
|
Directors’
emoluments |
953 |
934 |
Company
contributions to pension schemes |
12 |
17 |
Healthcare
costs |
3 |
- |
Termination
payments |
- |
- |
Directors and
key management remuneration |
968 |
951 |
|
|
|
|
|
|
The Directors are considered to be the key
management of the Group and Company. The highest paid Director
received an amount of $257,628 (2022: $258,259).
Five of the Directors at the end of the period
have share options receivable under long term incentive
schemes.
8 Earnings per
share
|
30 Apr 2023 |
30 Apr 2022 |
|
Group |
Group |
Profit and
loss per ordinary share has been calculated using the weighted
average number of ordinary shares in issue during the relevant
financial year. |
|
|
The weighted
average number of ordinary shares in issue for the period is: |
1,862,916,300 |
270,291,660 |
Profit /
(loss) for the period: ($’000) |
(10,506) |
(15,492) |
Profit /
(Loss) per share basic and diluted (cents) |
(0.56) |
(5.73) |
The effect of
all potentially dilutive share options is anti-dilutive. |
|
|
9 Loss for the
financial year
The Company has adopted the exemption allowed
under Section 408(1b) of the Companies Act 2006 and has not
presented its own income statement in these financial
statements.
10 Property,
plant, and equipment
Group |
Plant and machinery$’000 |
Fixtures, fittings and
equipment$’000 |
Computer assets$’000 |
Motor vehicles$’000 |
Buildings and
Improvements$’000 |
Mining assets$’000 |
Capital Work in
progress$’000 |
Total$’000 |
Cost
at 1 May 2021 |
4,554 |
75 |
165 |
738 |
3,326 |
12,128 |
2,743 |
23,729 |
Additions
during the period |
28 |
5 |
12 |
45 |
- |
256 |
1,121 |
1,467 |
Reclassification |
(568) |
2 |
- |
98 |
168 |
892 |
(592) |
- |
Foreign
exchange movements |
(571) |
(10) |
(17) |
(118) |
(348) |
(1,206) |
(289) |
(2,559) |
Cost
at 30 April 2022 |
3,443 |
72 |
160 |
763 |
3,146 |
12,070 |
2,983 |
22,637 |
|
|
|
|
|
|
|
|
|
Additions
during the year |
10 |
- |
- |
- |
- |
177 |
1,709 |
1,896 |
Reclassification |
443 |
- |
- |
303 |
- |
691 |
(1,437) |
- |
Disposals
during the year |
(5) |
- |
- |
(37) |
- |
- |
- |
(42) |
Foreign
exchange movements |
134 |
3 |
4 |
40 |
102 |
367 |
79 |
729 |
Cost
at 30 April 2023 |
4,025 |
75 |
164 |
1,069 |
3,248 |
13,305 |
3,334 |
25,220 |
|
|
|
|
|
|
|
|
|
Depreciation at 1 May 2021 |
2,949 |
65 |
100 |
225 |
1,089 |
1,413 |
604 |
6,445 |
Charge for the
year |
281 |
14 |
16 |
27 |
138 |
336 |
- |
812 |
Reclassification |
- |
(4) |
4 |
- |
- |
- |
- |
- |
Foreign
exchange movements |
(392) |
(10) |
(13) |
(62) |
(190) |
(165) |
- |
(832) |
Depreciation at 30 April 2022 |
2,838 |
65 |
107 |
190 |
1,037 |
1,584 |
604 |
6,425 |
|
|
|
|
|
|
|
|
|
Charge for the
year |
262 |
8 |
10 |
61 |
86 |
279 |
- |
706 |
Reclassification |
- |
(4) |
4 |
- |
- |
- |
- |
- |
Disposals
during the year |
(1) |
- |
- |
(16) |
- |
- |
- |
(17) |
Foreign
exchange movements |
120 |
2 |
4 |
19 |
59 |
62 |
- |
266 |
Depreciation at 30 April 2023 |
3,219 |
71 |
125 |
254 |
1,182 |
1,925 |
604 |
7,380 |
|
|
|
|
|
|
|
|
|
Net
book value at 1 May 2021 |
1,605 |
10 |
65 |
513 |
2,237 |
10,715 |
2,139 |
17,284 |
Net
book value at 30 April 2022 |
605 |
7 |
53 |
573 |
2,109 |
10,486 |
2,379 |
16,212 |
Net
book value at 30 April 2023 |
806 |
4 |
39 |
815 |
2,066 |
11,380 |
2,730 |
17,840 |
10 Property,
plant, and equipment (cont.)
Company |
Plant and machinery |
Fixtures, fittings and equipment |
Computer assets |
Total |
|
$’000 |
$’000 |
$’000 |
$’000 |
Cost at 30
April 2021 |
30 |
5 |
28 |
63 |
Additions
during the period |
- |
- |
- |
- |
Disposals
during the period |
- |
- |
- |
- |
Cost at
30 April 2022 |
30 |
5 |
28 |
63 |
|
|
|
|
|
Additions
during the year |
- |
- |
- |
- |
Disposals
during the year |
- |
- |
- |
- |
Cost at
30 April 2023 |
30 |
5 |
28 |
63 |
|
|
|
|
|
Depreciation at
30 April 2021 |
30 |
5 |
24 |
59 |
Charge for the
period |
- |
- |
1 |
1 |
Disposals
during the period |
- |
- |
- |
- |
Depreciation at 30 April 2022 |
30 |
5 |
25 |
60 |
|
|
|
|
|
Charge for the
year |
- |
- |
- |
- |
Disposals
during the year |
- |
- |
- |
- |
Depreciation at 30 April 2023 |
30 |
5 |
25 |
60 |
|
|
|
|
|
Net
book value at 30 April 2022 |
- |
- |
3 |
3 |
|
|
|
|
|
Net
book value at 30 April 2023 |
- |
- |
3 |
3 |
11 Investments in
subsidiaries
|
|
|
|
2023 |
2022 |
|
Company |
Company |
|
$’000 |
$’000 |
Cost at the
beginning of the year |
23,302 |
23,302 |
Additions
during the year |
- |
- |
Cost at the
end of the year |
23,302 |
23,302 |
The principal subsidiaries of Vast Resources
plc, all of which are included in these consolidated Annual
Financial Statements, are as follows:
Company |
Country of registration |
Class |
Proportion held by group |
Nature of business |
|
|
|
2023 |
2022 |
|
Vast Baita Plai SA (formerly African Consolidated Resources
SRL) |
Romania |
Ordinary |
100% |
100% |
Mining exploration and development |
Sinarom Mining Group SRL |
Romania |
Ordinary |
100% |
100% |
Mining exploration and development |
Vast Resources Romania Ltd |
United Kingdom |
Ordinary |
100% |
100% |
Holding company |
Vast Resources Zimbabwe(Private) Limited |
Zimbabwe |
Ordinary |
100% |
100% |
Mining exploration and development |
The table above shows the principal subsidiaries
of the Company. A full list of all group subsidiaries is given in
Note 29, at the end of this report.
12 Investment in
associates
Investment in associates comprises the
acquisition cost of an effective interest of 24.5% in Central Asia
Minerals and Metals Ore Trading FZCO (“CAMM”).
13 Loans to group
companies
Loans to Group companies are repayable on
demand. The treatment of this balance as non-current reflects the
Company’s expectation of the timing of receipt. Recoverability of
these balances is linked to the future cashflows expected to be
generated from certain underlying assets of the Company’s
subsidiaries which are predominantly property, plant and equipment
assets. The recoverable amount of these underlying assets is
determined based on an assessment of the economically recoverable
mineral reserves, the ability of the subsidiaries to complete the
development of the reserves and future profitable production or
proceeds from the disposition of the recoverable reserves. Based on
this review, the carrying value of these underlying assets was not
impaired and there were no indications the subsidiaries would be
unable to repay any borrowing obligations. Accordingly, no
impairment was recognised in these financial statements.
14 Inventory
|
Apr 2023 |
Apr 2022 |
Apr 2023 |
Apr 2022 |
|
Group |
Group |
Company |
Company |
|
$’000 |
$’000 |
$’000 |
$’000 |
|
|
|
|
|
Minerals held
for sale |
402 |
185 |
- |
- |
Production
stockpiles |
6 |
6 |
- |
- |
Consumable
stores |
565 |
648 |
- |
- |
|
973 |
839 |
- |
- |
During the year, US$8.402 million (2022:
US$7.403 million) inventories relating to revenue were recognised
as costs in the income statement.
15 Receivables
|
Apr 2023 |
Apr 2022 |
Apr 2023 |
Apr 2022 |
|
Group |
Group |
Company |
Company |
|
$’000 |
$’000 |
$’000 |
$’000 |
|
|
|
|
|
Trade
receivables |
215 |
151 |
- |
- |
Other
receivables |
1,624 |
1,658 |
653 |
268 |
Short term
loans |
335 |
312 |
269 |
246 |
Prepayments |
125 |
183 |
71 |
118 |
VAT |
637 |
530 |
31 |
16 |
|
2,936 |
2,834 |
1,024 |
648 |
|
|
|
|
Of which: |
Of which: not impaired as at 30 April 2023 and past due in
the following periods: |
|
Carrying amount before deducting any impairment
loss |
Related Impairment loss |
Net carrying amount |
Neither impaired nor past due on 30 April
2023 |
Not more than three months |
More than three months and not more
than six months |
More than six months |
Trade
receivables |
215 |
- |
215 |
- |
79 |
116 |
20 |
Other
receivables |
1,624 |
- |
1,624 |
1,617 |
- |
- |
7 |
|
|
|
|
|
|
|
|
|
1,839 |
- |
1,839 |
1,617 |
79 |
116 |
27 |
At the reporting date, included within VAT
receivable is an amount in respect of VAT owed to Vast Baita Plai
SA (formerly African Consolidated Resources SRL) of US$ 450,678
(RON 2,024,222). The amount represents VAT paid on the Baita Plai
Mine’s care operations. As reported previously, ANAF, the Romanian
revenue authority had refused to accept amounts included in this
balance as a legitimate VAT receivable as a mining licence was not
then in place for Baita Plai Mine. On 15th October 2018, the mining
licence was granted. The Romanian Courts ruled in favour of the
Company and the tax authorities have appealed against the decision.
The Company continues to maintain that the case has no merit.
16 Available for
sale investments
In the year to 30 April 2020, the Company
acquired an investment in the Convertible 15% Loan Notes of EMA of
principal value US$750,000. The transaction value was US$891,164.
These notes fund EMA’s and Blueberry’s working capital and capital
expenditure requirements in relation to exploration at the
Blueberry mine and other matters necessary for the purpose of
achieving an IPO. The conversion feature of the loan notes allows
the holder to convert every US$ 10,000 of principal into 0.075% of
shares at the time of the IPO. These notes are held for sale and
are carried at fair value through the profit and loss account as
their value will be recovered through sale. Management is targeting
a sale in the financial year ended 30 April 2025 and has therefore
classified the investment in non-current assets. The project is its
early stages of development and there is insufficient more recent
information to reliably measure the fair value of the project, on
the basis management consider cost to be the best estimate of fair
value of the instrument.
17 Loans and
borrowings
|
Apr 2023 |
Apr 2022 |
Apr 2023 |
Apr 2022 |
|
Group |
Group |
Company |
Company |
|
$’000 |
$’000 |
$’000 |
$’000 |
Non-current |
|
|
|
|
Secured
borrowings |
8,213 |
10,075 |
4,666 |
5,100 |
Unsecured
borrowings |
728 |
- |
728 |
- |
less amounts
payable in less than 12 months |
(8,941) |
(10,075) |
(5,394) |
(5,100) |
|
|
|
|
|
|
- |
- |
- |
- |
Current |
|
|
|
|
Secured
borrowings |
- |
- |
- |
- |
Unsecured
borrowings |
227 |
240 |
210 |
199 |
Bank
overdrafts |
1 |
1 |
1 |
1 |
Current
portion of long-term borrowings - secured |
8,213 |
10,075 |
4,666 |
5,100 |
- unsecured |
728 |
- |
728 |
- |
|
|
|
|
|
|
9,169 |
10,316 |
5,605 |
5,300 |
Total loans
and borrowings |
9,169 |
10,316 |
5,605 |
5,300 |
Current
secured borrowings consist of:
- US$3,546,600 (2022: US$4,975,129)
secured offtake finance from Mercuria Energy Trading SA. The loan
is secured by a charge on the assets held by Sinarom Mining Group
SRL which is the holder of the rights to the Manaila Mine and by a
pledge on the shares of Vast Resources PLC 100% holding. The loan
bore floating rate interest during the period of 10.7%. The
repayment of the loan is to be made from surplus cashflows
generated from BPPM.
- US$4,665,643 (2022: US$NIL) secured
finance from A&T Investments Sarl (‘Alpha’). The loan has a 12
month term and a fixed rate of interest of 20%. The loan and
interest were originally due for repayment on 15 May 2023 and has
been extended to 30 November 2023. Alpha has been granted first
lien security over a real estate asset in Bucharest, Romania, in
order to provide enhanced security. An existing shareholder of the
Company has been granted a first ranking security over the Baita
Plai Polymetallic Mine (‘BBPM’) in return for allowing this asset
to be used as enhanced collateral. Alpha has been granted a second
ranking security over BPPM.
- During the year, the Company
settled the convertible bond from Atlas Capital Markets Limited,
amounting to US$5,100,000.
Current unsecured borrowing consists of:
- US$17,781 (2022: US$40,753) loans
owed to the former non-controlling interests in Vast Baita Plai SA.
These include amounts owed to the following director: Roy Tucker
(US$5,766). These loans are interest free and have no fixed terms
of repayment. There is no expectation that these loans will be
called in the short-term.
- US$937,995 (2022: US$199,266) of
third-party loans comprising a loan from M Semere of US$210,495
bearing an interest rate of 6%, a third-party loan of US$625,000
bearing an interest rate of 10%, and a short-term third party loan
of US$102,500 which was repaid after the year-end. There is no
expectation that the outstanding loans will be called in the
short-term.
Reconciliation of liabilities arising from financing
activities
|
|
|
Non-cash changes |
|
2023
Group |
01-May-22 |
Cash -flows |
Amortised finance charges |
Loans repaid in shares |
Warrants issued |
30-Apr-23 |
|
$'000s |
$'000s |
$'000s |
$'000s |
$’000s |
$'000s |
Long-term
borrowings |
- |
|
|
|
- |
- |
Short-term
borrowings |
10,316 |
(1,122) |
2,002 |
(1,750) |
(277) |
9,169 |
|
|
|
|
|
|
|
Total
liabilities |
|
|
|
|
|
|
from financing
activities |
10,316 |
(1,122) |
2,002 |
(1,750) |
(277) |
9,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash changes |
|
2022
Group |
01-May-21 |
Cash -flows |
Amortised finance charges |
Loans repaid in shares |
Warrants issued |
30-Apr-22 |
|
$'000s |
$'000s |
$'000s |
$'000s |
$’000s |
$'000s |
Long-term
borrowings |
- |
|
|
|
- |
- |
Short-term
borrowings |
9,593 |
(364) |
2,487 |
(1,400) |
- |
10,316 |
|
|
|
|
|
|
|
Total
liabilities |
|
|
|
|
|
|
from financing
activities |
9,593 |
(364) |
2,487 |
(1,400) |
- |
10,316 |
|
|
|
|
|
|
|
|
|
|
Non-cash changes |
|
2023
Company |
01-May-22 |
Cash -flows |
Amortised finance charges |
Loans repaid in shares |
Warrants issued |
30-Apr-23 |
|
$'000s |
$'000s |
$'000s |
$'000s |
|
$'000s |
Long-term
borrowings |
- |
- |
|
|
- |
- |
Short-term
borrowings |
5,300 |
735 |
1,597 |
(1,750) |
(277) |
5,605 |
|
|
|
|
|
|
|
Total
liabilities |
|
|
|
|
|
|
from financing
activities |
5,300 |
735 |
1,597 |
(1,750) |
(277) |
5,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash changes |
|
2022
Company |
01-May-21 |
Cash -flows |
Amortised finance charges |
Loans repaid in shares |
Warrants issued |
30-Apr-22 |
|
$'000s |
$'000s |
$'000s |
$'000s |
|
$'000s |
Long-term
borrowings |
- |
- |
|
|
- |
- |
Short-term
borrowings |
5,064 |
(343) |
1,979 |
(1,400) |
- |
5,300 |
|
|
|
|
|
|
|
Total
liabilities |
|
|
|
|
|
|
from financing
activities |
5,064 |
(343) |
1,979 |
(1,400) |
- |
5,300 |
18 Trade and other
payables
|
Apr 2023 |
Apr 2022 |
Apr 2023 |
Apr 2022 |
|
Group |
Group |
Company |
Company |
|
$’000 |
$’000 |
$’000 |
$’000 |
Trade
payables |
3,458 |
2,608 |
173 |
548 |
Other
payables |
1,872 |
1,751 |
1,232 |
1,262 |
Other taxes
and social security taxes |
3,346 |
1,325 |
12 |
80 |
Accrued
expenses |
101 |
68 |
42 |
34 |
|
8,777 |
5,752 |
1,459 |
1,924 |
|
Total$'000 |
30 days |
60 days |
90 days |
120 days |
121 days or more |
Trade
payables |
3,458 |
652 |
169 |
316 |
153 |
2,168 |
Other
payables |
1,872 |
679 |
|
|
|
1,193 |
|
|
|
|
|
|
|
Total |
5,330 |
1,331 |
169 |
316 |
153 |
3,361 |
19 Provisions
|
Apr 2023 |
Apr 2022 |
Apr 2023 |
Apr 2022 |
|
Group |
Group |
Company |
Company |
|
$’000 |
$’000 |
$’000 |
$’000 |
Provision for rehabilitation of mining properties |
|
|
|
- Provision
brought forward from previous periods |
1,145 |
1,206 |
- |
- |
- Liability
recognised during period |
- |
- |
- |
- |
- Effect of
foreign exchange |
20 |
(61) |
- |
|
|
1,165 |
1,145 |
- |
- |
As more fully set out in the Statement of
Accounting Policies on page 38, the Group provides for the cost of
the rehabilitation of a mining property on the cessation of mining.
Provision for this cost is recognised from the commencement of
mining activities.
This provision accounts for the estimated full
cost to rehabilitate the mines at Manaila and Baita according to
good practice guidelines in the country where the mine is located,
which may involve more than the stipulated minimum legal
commitment.
When accounting for the provision the Group
recognises a provision for the full cost to rehabilitate the mine
and a matching asset accounted for within the non-current mining
asset.
20 Trade and other
payables
Vast Baita Plai SA (‘VBP’) reached an agreement
in principle with ANAF in December 2021 to defer the current
payroll tax liability over a five year period. The final repayment
schedule was established on 20 May 2022. The amounts included in
trade and other payables (non-current liabilities) represent those
amounts that are due for repayment beyond one year from the balance
sheet date.
|
Apr-23 |
Apr-22 |
|
$000's |
$000's |
Amounts due
between one and two years |
455 |
340 |
Amounts due
between two and three years |
579 |
409 |
Amounts due
between three and four years |
725 |
493 |
Amounts due
between four and five years |
174 |
712 |
|
1,933 |
1,954 |
After the year end, the Company has entered into
discussions for a new and required restructuring plan in order to
ensure the Company can affordably repay the total amounts due to
the tax authorities
21 Financial
instruments – risk management
Significant accounting
policiesDetails of the significant accounting policies in
respect of financial instruments are disclosed on page 35. The
Group’s financial instruments comprise available for sale
investments, cash and items arising directly from its operations
such as trade and other receivables, trade payables and loans.
Financial risk managementThe Board seeks to
minimise its exposure to financial risk by reviewing and agreeing
policies for managing each financial risk and monitoring them on a
regular basis. No formal policies have been put in place in order
to hedge the Group and Company’s activities to the exposure to
currency risk or interest risk; however, the Board will consider
this periodically. No derivatives or hedges were entered into
during the year.
The Group and Company is exposed through its
operations to the following financial risks:
- Credit risk
- Market risk (includes cash flow
interest rate risk and foreign currency risk)
- Liquidity
risk
The policy for each of the above risks is
described in more detail below.
The principal financial instruments used by the
Group, from which financial instruments risk arises are as
follow:
- Receivables
- Cash and cash equivalents
- Trade and other payables (excluding
other taxes and social security) and loans
- Available for
sale investments
The table below sets out the carrying value of
all financial instruments by category.
|
2023 |
2022 |
2023 |
2022 |
|
Group |
Group |
Company |
Company |
|
$’000 |
$’000 |
$’000 |
$’000 |
Loans and
receivables |
|
|
|
|
Cash and cash
equivalents |
530 |
103 |
460 |
86 |
Receivables |
2,936 |
2,834 |
1,024 |
648 |
Loans to Group
Companies |
- |
- |
33,920 |
25,402 |
Financial
assets held for sale |
|
|
|
|
Available for
sale investments |
891 |
891 |
891 |
891 |
Other
liabilities |
|
|
|
|
Trade and other
payables (excl short term loans) |
8,777 |
5,752 |
1,459 |
1,924 |
Loans and
borrowings |
9,169 |
10,316 |
5,605 |
5,300 |
The available for sale investment is recognised
in the financial statements at fair value through to profit or loss
account and are classified within the level 1 Category. There were
no transfers between fair value hierarchies during 2022 and
2023.
Credit riskFinancial assets,
which potentially subject the Group and the Company to
concentrations of credit risk, consist principally of cash,
short-term deposits, an available for sale investment in 15% loan
notes funding the Blueberry project, and other receivables. Cash
balances are all held at recognised financial institutions. The 15%
loan notes are considered fully recoverable given the project
prospects. Receivables are presented net of allowances for doubtful
receivables.
The Company has a credit risk in respect of
inter-company loans to subsidiaries. The recoverability of these
balances is dependent on the commercial viability of the
exploration activities undertaken by the respective subsidiary
companies. The credit risk of these loans is managed as the
directors constantly monitor and assess the viability and quality
of the respective subsidiary's investments in intangible mining
assets.
Maximum exposure to credit risk
The Group’s maximum exposure to credit risk by
category of financial instrument is shown in the table below:
|
2023 |
2023 |
2022 |
2022 |
|
Carrying value |
Maximum exposure |
Carrying value |
Maximum exposure |
|
$’000 |
$’000 |
$’000 |
$’000 |
Cash and cash
equivalents |
530 |
530 |
103 |
103 |
Receivables |
2,936 |
2,936 |
2,834 |
2,834 |
Available for
sale investments |
891 |
891 |
891 |
891 |
The Company’s maximum exposure to credit risk by
category of financial instrument is shown in the table below:
|
|
|
|
|
|
2023 |
2023 |
2022 |
2022 |
|
Carrying value |
Maximum exposure |
Carrying value |
Maximum exposure |
|
$’000 |
$’000 |
$’000 |
$’000 |
Cash and cash
equivalents |
460 |
460 |
86 |
86 |
Receivables |
1,024 |
1,024 |
648 |
648 |
Available for
sale investments |
891 |
891 |
891 |
891 |
Loans to Group
Companies |
33,920 |
33,920 |
25,402 |
25,402 |
Market riskCash flow interest
rate riskThe Group has adopted a non-speculative policy on managing
interest rate risk. Only approved financial institutions with sound
capital bases are used to borrow funds and for the investments of
surplus funds.
At the reporting date, the Group had a cash
balance of $0.530 million (2022: $0.103 million) which was made up
as follows:
|
2023 |
2022 |
|
Group |
Group |
|
$’000 |
$’000 |
Sterling |
457 |
3 |
United States
Dollar |
3 |
41 |
Euro |
- |
42 |
Lei
(Romania) |
70 |
17 |
|
530 |
103 |
At the reporting date, the Company had a cash
balance of $0.460 million (2022: $0.086 million) which was made up
as follows:
|
2023 |
2022 |
|
Company |
Company |
|
$’000 |
$’000 |
Sterling |
457 |
4 |
United States
Dollar |
3 |
39 |
Euro |
- |
42 |
Lei
(Romania) |
- |
1 |
|
460 |
86 |
The Group had interest bearing debts at the
current year end of US$9.151 million (2022: US$10.275 million).
These are made up as follows:
|
Interest rate |
2023 Group |
2022 Group |
2023 Company |
2022 Company |
|
|
$'000 |
$'000 |
$'000 |
$'000 |
Secured
short-term loans |
10-20% |
8,213 |
10,075 |
4,666 |
5,100 |
Unsecured
loans |
6-10% |
938 |
200 |
939 |
200 |
|
|
9,151 |
10,275 |
5,605 |
5,300 |
Borrowings of US$3.547 million carry a floating
interest rate with the remainder having fixed rates. An increase in
interest rates of 1% would increase the annual finance expense by
US$34,547. All Company borrowings are at fixed rates.
Foreign currency riskForeign
exchange risk is inherent in the Group’s and the Company’s
activities and is accepted as such. The Company’s production,
underlying value, and funding is referenced to and denominated in
the United States Dollar and therefore foreign currency exchange
risk arises where any balance is held, or costs incurred, in
currencies other than United States Dollars. At 30 April 2023 and
30 April 2022, the currency exposure of the Group was as
follows:
Currency exposure - Group |
|
|
|
|
|
|
|
|
|
|
|
|
Sterling |
US Dollar |
Euro |
Other |
Total |
At 30
April 2023 |
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
Cash and cash
equivalents |
457 |
3 |
- |
70 |
530 |
Trade and
other receivables |
74 |
1,055 |
45 |
1,762 |
2,936 |
Trade and
other payables |
(802) |
(690) |
(42) |
(7,243) |
(8,777) |
Available for
sale investments |
- |
891 |
- |
- |
891 |
|
|
|
|
|
|
At 30
April 2022 |
|
|
|
|
|
Cash and cash
equivalents |
3 |
41 |
42 |
17 |
103 |
Trade and
other receivables |
30 |
582 |
170 |
2,052 |
2,834 |
Trade and
other payables |
(1,004) |
(585) |
(330) |
(3,833) |
(5,752) |
Available for
sale investments |
- |
891 |
- |
- |
891 |
The effect of a 10% strengthening of Sterling
against the US dollar at the reporting date, all other variables
held constant, would have resulted in increasing post tax losses by
$27,100 (2022: $97,000 decrease). Conversely the effect of a 10%
weakening of Sterling against the US dollar at the reporting date,
all other variables held constant, would have resulted in
decreasing post tax losses by $27,100 (2022: $97,000 increase)
At 30 April 2023 and 30 April 2022, the currency
exposure of the Company was as follows:
Currency exposure - Company |
|
|
|
|
|
|
|
|
|
|
|
|
Sterling |
US Dollar |
Euro |
Other |
Total |
At 30
April 2023 |
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
Cash and cash
equivalents |
457 |
3 |
- |
- |
460 |
Trade and
other receivables |
73 |
906 |
45 |
- |
1,024 |
Loans to Group
companies |
- |
33,920 |
- |
- |
33,920 |
Trade and
other payables |
(802) |
(651) |
(42) |
36 |
(1,459) |
Available for
sale investments |
- |
891 |
- |
- |
891 |
|
|
|
|
|
|
At 30
April 2022 |
|
|
|
|
|
Cash and cash
equivalents |
4 |
39 |
42 |
1 |
86 |
Trade and
other receivables |
30 |
513 |
105 |
- |
648 |
Loans to Group
companies |
- |
25,402 |
- |
- |
25,402 |
Trade and
other payables |
(1,003) |
(584) |
(330) |
(7) |
(1,924) |
Available for
sale investments |
- |
891 |
- |
- |
891 |
Liquidity riskAny borrowing
facilities are negotiated with approved financial institutions at
acceptable interest rates. All assets and liabilities are at fixed
and floating interest rate. The Group and the Company seeks to
manage its financial risk to ensure that sufficient liquidity is
available to meet the foreseeable needs both in the short and long
term. See also references to Going Concern disclosures in the
Strategic Report on page 10.
The Group’s total contractual future cashflows
for loans and borrowings are shown in the table below:
|
2023 |
2023 |
2022 |
2022 |
|
Carrying value |
Total Contractual Future Cashflows |
Carrying value |
Total Contractual Future Cashflows |
|
|
|
|
|
Loans and
borrowings |
9,169 |
9,317 |
10,316 |
10,754 |
The Group’s estimated future interest charges
are shown in the table below:
|
Apr-23 |
Apr-22 |
|
$000's |
$000's |
Estimated
future interest charges for the Group within one year. |
148 |
438 |
The Company’s contractual future cashflows for
loans and borrowings are shown in the table below:
|
2023 |
2023 |
2022 |
2022 |
|
Carrying value |
Total Contractual Future Cashflows |
Carrying value |
Total Contractual Future Cashflows |
|
|
|
|
|
Loans and
borrowings |
5,605 |
5,756 |
5,300 |
5,364 |
The Company’s estimated future interest
charges are shown in the table below:
|
Apr-23 |
Apr-22 |
|
$000's |
$000's |
Estimated
future interest charges for the Company within one year. |
134 |
64 |
The maturity of the Group’s and Company’s loans
and borrowings are shown below:
|
Interest rate |
2023 Group |
2022 Group |
2023 Company |
2022 Company |
|
|
$'000 |
$'000 |
$'000 |
$'000 |
Secured
short-term loans |
10-20% |
8,213 |
10,075 |
4,666 |
5,100 |
Unsecured
loans |
0-10% |
956 |
241 |
939 |
200 |
|
|
9,169 |
10,316 |
5,605 |
5,300 |
These loans are repayable as follows: |
|
|
|
|
-Within 1
year |
|
9,169 |
10,316 |
5,605 |
5,300 |
-Between 1 and
2 years |
|
- |
- |
- |
- |
-In more than
2 years |
|
- |
- |
- |
- |
As set out in Note 18 of the consolidated trade
and other payables balance of US$5.330 million, US$1.500 million is
due for payment within 60 days of the reporting date. The maturity
profile of interest-bearing debts is highlighted above. The secured
short-term loans are due for repayment on 30 November 2023.
CapitalThe objective of the
Directors is to maximise shareholder returns and minimise risks by
keeping a reasonable balance between debt and equity.
Debt
equity ratio |
|
|
|
|
|
The Group’s
debt to equity ratio is 339.7% (2022: 479.7%), calculated as
follows: |
Apr 2023 |
Apr 2022 |
|
$000’s |
$'000 |
Loans and
borrowings |
9,169 |
10,316 |
Less: cash and
cash equivalents |
(530) |
(103) |
Net debt |
8,639 |
10,213 |
Total
equity |
2,543 |
2,129 |
Debt
to capital ratio (%) |
339.7% |
479.7% |
22 Share
capital
|
Ordinary 0.1p |
Deferred 0.9p |
TOTAL |
|
|
|
No of shares |
Nominal value |
No of shares |
Nominal value |
Share Capital |
Share premium |
|
As at 30 April
2021 |
21,300,489,500 |
28,242 |
863,562,664 |
12,850 |
41,092 |
89,348 |
|
Capital
Reorganization |
(21,087,484,605) |
(27,959) |
2,343,053,845 |
27,959 |
0 |
0 |
|
Issued during
the period * |
277,342,966 |
366 |
- |
- |
366 |
5,359 |
|
As at 30 April
2022 |
490,347,861 |
649 |
3,206,616,509 |
40,809 |
41,458 |
94,707 |
|
|
|
|
|
|
|
|
|
Issued during
the year * |
2,437,296,281 |
2,915 |
- |
- |
2,915 |
8,651 |
|
As at 30 April
2023 |
2,927,644,142 |
3,564 |
3,206,616,509 |
40,809 |
44,373 |
103,358 |
|
* Details of the shares issued during the year
are as shown in the table below and in the Statement of Changes of
Equity on pages 30-31 of the annual report.
There were no shares reserved for issue under
share options at 30 April 2023 (2022: nil).
On 6 May 2021 the Company concluded a capital
reorganisation which comprised two distinct parts, firstly a
consolidation of the existing Ordinary Shares on a 1 for 100 basis,
and then a subdivision of each resulting ordinary share of 10p into
one new Ordinary Share and eleven new Deferred Shares. The effect
of this reorganisation was to reduce the number of ordinary shares
in issue by a factor of 100. The effect of this capital
reorganisation is highlighted in the above table.
The deferred shares carry no rights to dividends
or to participate in any way in the income or profits of the
Company. They may receive a return of capital equal to the amount
paid up on each deferred share after the ordinary shares have
received a return of capital equal to the amount paid up on each
ordinary share plus £10,000,000 on each ordinary share, but no
further right to participate in the assets of the Company. The
Company may, subject to the Statutes, acquire all or any of the
deferred shares at any time for no consideration. The deferred
shares carry no votes.
The ordinary shares carry all the rights
normally attributed to ordinary shares in a company subject to the
rights of the deferred shares.
See also Note 28 on page 63 for details of share
issues after the reporting date.
Date of
issue |
|
|
|
2023 |
No of shares |
Issue price (p) |
Purpose of issue |
03-May-22 |
29,648,978 |
0.400 |
Settle
debt |
|
|
06-May-22 |
89,255,224 |
0.270 |
Settle
debt |
|
|
18-May-22 |
151,260,080 |
0.270 |
Settle
debt |
|
|
31-May-22 |
241,799,020 |
0.270 |
Settle
debt |
|
|
15-Jun-22 |
214,285,715 |
0.700 |
Placing with investors |
15-Jun-22 |
249,046,446 |
0.700 |
Subscription by investors |
29-Sep-22 |
164,000,000 |
0.400 |
Placing with investors |
31-Oct-22 |
652,000,000 |
0.225 |
Placing with investors |
10-Feb-23 |
15,000,000 |
0.550 |
Subscription by management |
10-Feb-23 |
54,545,454 |
0.550 |
Placing with investors |
20-Feb-23 |
363,636,364 |
0.550 |
Placing with investors |
18-Apr-23 |
67,000,000 |
0.460 |
Placing with investors |
26-Apr-23 |
145,819,000 |
0.460 |
Placing with investors |
|
|
|
|
|
|
|
2,437,296,281 |
|
|
|
|
Date of
issue |
|
|
|
2022 |
No of shares |
Issue price (p) |
Purpose of issue |
06-May-21 |
0 |
0.000 |
CAPITAL REORGANISATION |
|
13-Aug-21 |
5,611,110 |
6.300 |
Placing with
investors |
|
|
13-Aug-21 |
3,580,952 |
6.300 |
Subscription
by investors |
|
|
24-Aug-21 |
18,784,760 |
6.300 |
Placing with
investors |
|
|
03-Nov-21 |
10,000,000 |
2.500 |
Placing with
investors |
|
|
11-Nov-21 |
44,000,000 |
2.500 |
Placing with
investors |
|
|
30-Nov-21 |
1,512,416 |
2.470 |
To settle
liabilities |
|
|
01-Dec-21 |
1,540,160 |
2.430 |
To settle
liabilities |
|
|
02-Dec-21 |
1,577,229 |
2.370 |
To settle
liabilities |
|
|
11-Jan-22 |
4,676,536 |
1.570 |
To settle
liabilities |
|
|
24-Feb-22 |
14,806,819 |
1.240 |
To settle
liabilities |
|
|
24-Mar-22 |
13,195,122 |
0.860 |
To settle
liabilities |
|
|
30-Mar-22 |
14,772,333 |
0.770 |
To settle
liabilities |
|
|
12-Apr-22 |
19,400,315 |
0.590 |
To settle
liabilities |
|
|
20-Apr-22 |
50,000,000 |
0.840 |
Subscription
by investors |
|
|
21-Apr-22 |
48,414,060 |
0.480 |
To settle
liabilities |
|
|
25-Apr-22 |
25,471,154 |
0.450 |
To settle
liabilities |
|
|
|
|
|
|
|
|
|
277,342,966 |
|
|
|
|
23 Share based
payments
Equity – settled share-based
paymentsThe Company has granted share options and warrants
to Directors, staff and consultants.
In June 2015, the Company also established a
Share Appreciation Scheme to incentivise Directors and senior
executives. The basis of the Scheme is to grant a fixed number of
'share appreciation rights' (SARs) to participants. Each SAR is
credited rights to receive at the discretion of the Company
ordinary shares in the Company or cash to a value of the difference
in the value of a share at the date of exercise of rights and the
value at date of grant. The SARS are subject to various performance
conditions.
The tables below reconcile the opening and
closing number of SARs in issue at each reporting date:
Exercise price |
In issue at 30 April 2022 |
Issued during year* |
Lapsed during year |
Exercised during year |
In issue at 30 April 2023 |
Final exercise date |
|
|
|
|
Options |
|
|
|
|
|
|
|
|
1.21p |
|
60,000,000 |
|
|
60,000,000 |
Dec-25* |
|
|
1.21p |
|
50,000,000 |
|
|
50,000,000 |
Dec-25 |
|
|
19.8p |
10,000,000 |
|
(10,000,000) |
|
- |
Dec-25** |
|
|
19.8p |
700,000 |
|
|
|
700,000 |
Nov-23 |
|
|
19.8p |
700,000 |
|
|
|
700,000 |
Mar-24 |
|
|
25p |
520,000 |
|
(520,000) |
|
- |
Nov-22 |
|
|
25p |
620,000 |
|
(620,000) |
|
- |
Mar-23 |
|
|
45p |
50,000 |
|
(50,000) |
|
- |
Dec-22*** |
|
|
50p |
470,000 |
|
(470,000) |
|
- |
Mar-23 |
|
|
|
13,060,000 |
110,000,000 |
(11,660,000) |
- |
111,400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
*60,000,000 SARs exercisable subject to shareholder authority at GM
which was received after the year end |
|
|
**Vests upon one day
VWAP share price reaching not less than 20p for a continuous period
of 20 consecutive business days where the first of such days falls
on or before 31 December 2022 |
|
|
***Extended from 30 June 2020 to 31 December 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
In issue at |
Issued during year* |
Lapsed during year |
Exercised during year |
In issue at 30 April 2022 |
Final exercise date |
|
|
30 April 2021* |
|
|
Options |
|
|
|
|
|
|
|
|
19.8p |
|
10,000,000 |
|
|
10,000,000 |
Dec-25** |
|
|
19.8p |
700,000 |
|
|
|
700,000 |
Nov-23 |
|
|
19.8p |
700,000 |
|
|
|
700,000 |
Mar-24 |
|
|
25p |
520,000 |
|
|
|
520,000 |
Nov-22 |
|
|
25p |
620,000 |
|
|
|
620,000 |
Mar-23 |
|
|
30p |
200,000 |
|
(200,000) |
|
- |
Mar-22 |
|
|
45p |
50,000 |
|
|
|
50,000 |
Dec-22*** |
|
|
50p |
480,000 |
|
(480,000) |
|
- |
Mar-22 |
|
|
50p |
470,000 |
|
|
|
470,000 |
Mar-23 |
|
|
|
3,740,000 |
10,000,000 |
(680,000) |
- |
13,060,000 |
|
|
|
|
|
|
|
|
|
|
|
|
*
Prior years SARS awards have been restated to reflect the share
capital reorganisation effected on 5 May 2022 |
|
|
**Vests upon one day
VWAP share price reaching not less than 20p for a continuous period
of 20 consecutive business days where the first of such days falls
on or before 31 December 2022 |
|
|
***Extended from 30 June 2020 to 31 December 2022 |
|
|
|
|
|
The tables below reconcile the opening and
closing number of share option and warrants in issue at each
reporting date:
Exercise price |
In issue at 30 April 2022 |
Issued during year |
Lapsed during year |
Exercised during year |
In issue at 30 April 2023 |
Final exercise date |
|
|
1.44p |
- |
45,167,118 |
- |
- |
45,167,118 |
May-23 |
|
0.525p |
160,000,000 |
- |
- |
- |
160,000,000 |
Dec-25 |
|
26p* |
5,176,048 |
- |
(5,176,048) |
- |
- |
Jan-23 |
|
|
165,176,048 |
45,167,118 |
(5,176,048) |
- |
205,167,118 |
|
|
variable |
23,150,000 |
- |
- |
- |
23,150,000 |
See Note |
|
|
188,326,048 |
45,167,118 |
(5,176,048) |
- |
228,317,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
In issue at 30 April 2021* |
Issued during year |
Lapsed during year |
Exercised during year |
In issue at 30 April 2022* |
Final exercise date |
|
|
0.525p |
- |
160,000,000 |
- |
- |
160,000,000 |
Dec-25 |
|
26p* |
5,176,048 |
- |
- |
- |
5,176,048 |
Jan-23 |
|
|
|
|
|
|
|
|
|
|
5,176,048 |
160,000,000 |
- |
- |
165,176,048 |
|
|
variable |
23,150,000 |
- |
- |
- |
23,150,000 |
See Note |
|
|
28,326,048 |
160,000,000 |
- |
- |
188,326,048 |
|
|
|
|
|
|
|
|
|
|
*Prior years warrants issued have been restated to reflect the
share capital reorganisation effected on 6 May 2022 |
|
|
|
* Extended from June 2019
Note: These warrants
are only exercisable in the event of a default in repayment of the
Mercuria loan.
|
|
|
2023 |
2022 |
|
|
|
Weighted average exercise price (pence) |
Number |
Weighted average exercise price (pence) |
Number |
|
|
|
|
|
|
|
Outstanding at the beginning of the year |
2.80 |
178,236,048 |
27.77 |
8,916,048 |
Granted during the year |
|
1.28 |
155,167,118 |
1.66 |
170,000,000 |
Lapsed during the year |
|
22.98 |
(16,836,048) |
44.12 |
(680,000) |
Outstanding at the end of the year |
0.98 |
316,567,118 |
2.80 |
178,236,048 |
Exercisable at the end of the year |
0.98 |
256,567,118 |
2.80 |
8,236,048 |
The weighted average remaining lives of the
SARs, share options or warrants outstanding at the end of the
period is 28 months (2022: 14 months). Of the 316,567,118 SARs,
options and warrants outstanding at 30 April 2023
(2022: 178,236,048), 256,567,118 (2022: 8,236,048) are fully
vested in the holders and are exercisable at that date.
Fair value of share options
The fair values of share options and warrants
granted have been calculated using the Black Scholes pricing model
which takes into account factors specific-to-share incentive plans
such as the vesting periods of the plan, the expected dividend
yield of the Company’s shares and the estimated volatility of those
shares. Based on the above assumptions, the fair values of the
options granted are estimated to be:
Grant date |
Share Option or Warrant Exercise Price |
Vesting periods |
Share price at date of grant |
Volatility |
Life (years) |
Dividend yield |
Risk free interest rate |
Fair value |
|
Apr-22 |
0.525 |
Apr-23 |
0.525 |
105% |
1 |
nil |
0.69% |
0.21 |
May-22 |
1.44 |
May-23 |
0.012 |
123% |
1.00 |
nil |
0.94% |
0.005 |
|
Apr-23 |
1.21 |
Dec-25 |
0.615 |
150% |
2.67 |
nil |
4.18% |
0.0044 |
|
Volatility has been based on historical share
price information. A higher rate of volatility is used when
determining the fair value of certain options in order to reflect
the special conditions attached thereto.
Based on the above fair values the expense
arising from equity-settled share options and warrants made was
$274,052 (2022: $356,015).
Warrant and Share option
expense
|
Apr 2023 |
Apr 2022 |
Group |
Group |
$’000 |
$’000 |
Warrant and share
option expense: |
|
|
- In respect of
remuneration contracts |
274 |
356 |
- In respect of financing
arrangements |
- |
- |
Total expense /
(credit) |
274 |
356 |
24 Reserves
Details of the nature and purpose of each
reserve within owners’ equity are provided below:
- Share capital represents the
nominal value at 0.1p each of the shares in issue.
- Share premium represents the
balance of consideration received net of fund-raising costs in
excess of the par value of the shares.
- The share options reserve
represents the accumulated balance of share benefit charges
recognised in respect of share options granted by the Company, less
transfers to retained losses in respect of options exercised or
lapsed.
- The foreign currency translation
reserve represents amounts arising on the translation of the Group
and Company financial statements from Sterling to United States
Dollars, as set out in the Statement of Accounting Policies on page
36, prior to the change in functional currency to United States
Dollars, together with cumulative foreign exchange differences
arising from the translation of the Financial Statements of foreign
subsidiaries; this reserve is not distributable by way of
dividends.
- The retained deficit reserve
represents the cumulative net gains and losses recognised in the
Group statement of comprehensive income.
25 Related party
transactions
Company and groupDirectors and
key management emoluments are disclosed in notes 6 and 7.
GroupAt the reporting date,
there was an amount owing by Vast Baita Plai SA (formerly African
Consolidated Resources SRL) to Ozone Homes SRL (Ozone) of US$3,734
(2022: US$3,586) in respect of transactions undertaken by Ozone in
2014. Ozone is a company controlled by Andrew Prelea, the Group CEO
and senior Group executive in Romania.
During the year, the company had a service
contract with Roy Tucker to provide office premises and associated
services totalling US$21,722 excluding VAT (2022: US$24,360).
During the year, the Company provided services
of US$1.064 million to CAMM, its 24.5% associate company, who
provides these services on a back-to-back basis to Takob, a third
party. These amounts have been recognised in revenues.
26 Contingent
liabilities
In the normal course of conducting business in
Romania, the Company’s Romanian businesses are subject to a number
of legal proceedings and claims. These matters comprise claims by
the Romanian tax authorities. The Company records liabilities
related to such matters when management assesses that settlement of
the exposure is probable and can be reasonably estimated. Based on
current information and legal advice, management does not expect
any such proceedings or claims to result in liabilities and
therefore no liabilities have been recorded at 30 April 2023.
However, these matters are subject to inherent uncertainties and
there exists the remote possibility that the outcome of these
proceedings and claims could have a material impact on the
Group.
27 Contingent
assets
As mentioned in the Strategic Report, the
company has an historic claim in its operations. No asset has been
recorded in respect of the claim.
28 Events after the
reporting date
Ordinary
Shares issued and warrants exercised post reporting
date
£ |
|
$ |
Shares issued |
|
Issued
to |
3,520,350 |
|
4,409,350 |
1,419,000,000 |
|
Placing with
investors |
3,520,350 |
|
4,409,350 |
1,419,000,000 |
|
|
The Company has executed a Memorandum of
Understanding (MoU) which will give it an interest in, and
management responsibility for, the Aprelevka gold mines in the Tien
Shan Belt of Tajikistan.
29 Group
subsidiaries
A full list of all subsidiary companies and
their registered offices is given below:
Company |
Country of registration |
|
|
|
Group Interest |
Nature of business |
|
|
Note |
2023 |
2022 |
2021 |
2020 |
|
Sinarom Mining
Group SRL |
Romania |
2 |
100% |
100% |
100% |
100% |
Mining
production |
Vast Baita
Plai SA* |
Romania |
1 |
100% |
100% |
100% |
80% |
Mining
development |
AP Mining
Group Ltd |
UK |
3 |
100% |
100% |
100% |
nil |
Dormant |
Vast Resources
Enterprises Limited |
UK |
3 |
100% |
100% |
100% |
nil |
Mining
investment |
Vast Resources
Nominees Limited ** |
UK |
3 |
100% |
100% |
100% |
100% |
Nominee
company |
Vast Resources
Romania Limited |
UK |
3 |
100% |
100% |
100% |
100% |
Mining
investment |
Accufin
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Aeromags
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Cadex
Investments (Private) Limited |
Zimbabwe |
4 |
100% |
100% |
100% |
100% |
Claim
holding |
Campstar
Mining (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Central Asia
Investments Ltd |
United
Kingdom |
3 |
49% |
49% |
nil |
nil |
Holding
company |
Chaperon
Manufacturing (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Charmed
Technical Mining (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Chianty Mining
Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Conneire
Mining (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Corampian
Technical Mining (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Dashaloo
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Deep Burg
Mining Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Deft Mining
Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Exchequer
Mining Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Febrim
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Heavystuff
Investment Company (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Hemihelp
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Isiyala Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Katanga Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Kengen Trading
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Kielty
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Lafton
Investments (Private) Limited |
Zimbabwe |
4 |
100% |
100% |
100% |
100% |
Claim
holding |
Lomite
Investments (Private) Limited |
Zimbabwe |
4 |
100% |
100% |
100% |
100% |
Claim
holding |
Lucciola
Investment Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Malaghan
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Methven
Investment Company (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Mimic Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Monteiro
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Mystical
Mining (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Naxten
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Asset
holding |
Nedziwe Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Notebridge
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Olebile
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Perkinson
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Pickstone-Peerless Mining (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Possession
Investment Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Prudent Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Rania Haulage
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Regsite Mining
Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Riberio Mining
Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Sackler
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Schont Mining
Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Swadini Miners
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Tamahine
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
The Salon
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Vast Resources
Zimbabwe (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Mining
investment |
Vono Trading
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Wynton
Investment Company (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Zimchew
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Isiyala Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Katanga Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Kengen Trading
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Kielty
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Lafton
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Lomite
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Lucciola
Investment Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Malaghan
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Methven
Investment Company (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Mimic Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Monteiro
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Mystical
Mining (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Naxten
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Asset
holding |
Nedziwe Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Notebridge
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Olebile
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Perkinson
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Pickstone-Peerless Mining (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Possession
Investment Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Prudent Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Rania Haulage
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Regsite Mining
Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Riberio Mining
Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Sackler
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Schont Mining
Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Claim
holding |
Swadini Miners
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Tamahine
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
The Salon
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Vast Resources
Zimbabwe (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Mining
investment |
Vono Trading
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Wynton
Investment Company (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
Zimchew
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
100% |
100% |
Dormant |
* Formerly African Consolidated Resources
SRL
**Formerly ACR Nominees Ltd
Notes - Addresses
of Registered offices:
1 Sat
Iacobeni,Str.Minelor Nr.20, Jud. Suceava, Romania
2 Str.9 Mai, Nr.20,
Baia Mare, Jud.Maramures, 430274 Romania
3 Nettlestead Place,
Nettlestead, Maidstone, Kent ME18 6HE, United Kingdom
4 121 Borrowdale
Road, Gun Hill, Harare, Zimbabwe
5 6, John Plagis
Avenue, Alexandra Park, Harare, Zimbabwe
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