TIDMAMC
RNS Number : 4404N
Amur Minerals Corporation
25 September 2023
25 September 2023
AMUR MINERALS CORPORATION
(AIM: AMC)
Interim Results 2023
Chairman's Statement
On behalf of Amur Minerals Corporation ("Amur" or the "Company"
or the "Group"), I take this opportunity to update shareholders on
the Company's progress during the first six months of 2023.
On 6 March 2023, we were pleased to announce that the Company
had completed the sale of its wholly owned Russian Federation
("RF") subsidiary AO Kun-Manie along with its fully controlled
Detailed Exploration and Mine Planning Licence ("DEMP"). The
transaction grossed the Group a total of US$35 million allowing us
to have recaptured our RF sunk costs. As a result of the sale, the
Company no longer holds any assets in, or conducts any business in,
the RF. The effect of the disposal of our RF subsidiary was to
divest the Company of all of its trading business, activities and
assets such that on completion of the disposal, the Company became
an AIM Rule 15 cash shell.
The terms of the transaction were:
-- The total consideration for the Transaction was US$35 million
to be paid upon completion of the Transaction in US$.
-- The divesture price represented a premium of 119% to the
Group's market capitalisation of 3 August 2022 (GBP13.2 million)
and 44% to the current Kun-Manie book value of US$24.3 million as
at 31 December 2021 in Amur's latest annual report. The closing
share price on 3 August 2022 was 0.89 pence per share.
-- The Group pledged to pay a one-time special dividend of 1.8
pence per ordinary share within 90 days of receipt of the
completion payment.
Dividend payment
We are also pleased to report that we have paid a one-time
special dividend from the US$35 million payment for the sale of AO
Kun-Manie. Paid at 1.8p per ordinary share, a total of GBP25.1
million (US$31.7 million at an exchange rate of 1.26 US$ to the UK
Pound Sterling) was allocated.
As at the time of this announcement, dividends totalling GBP0.4
million remain unclaimed by shareholders and we urge these
shareholders to complete the necessary steps, as detailed in the
Company's news announcement on 24 May 2023, in order to receive
payment of their dividend. In summary:
- Ordinary Shareholders (Certificated) are instructed to
register their UK bank/building society account details with Link
Registrars to receive the cashless dividend. Periodically, Link
Registrars conducts a review to identify registered shareholders
with payment being completed at a later date.
- Depository Interest Shareholders (CREST) must undertake the
necessary election in CREST either online at
https://www.signalshares.com or by phone by calling Link Group on
0371 664 0300 (UK) or +44 371 664 0300 (overseas). As with the
Ordinary Shareholders, Link Registrars will conduct periodic
reviews to identify registered shareholders with payment being
completed at a later date.
If a shareholder does not register their bank/building society
account details and/or elect to receive the payment in CREST on a
timely basis, the unclaimed dividend will be held securely until
the shareholder has registered the appropriate information with
Link Registrars (Link).
Future Strategy
With the Group's sale of its AO Kun-Manie asset on 6 March 2023
and receipt of the US$35 million payment on 14 March 2023, the
Group became a cash shell in accordance with AIM Rule 15 of the AIM
Rules. To continue as a listed Group, the Group is now required to
complete an acquisition or acquisitions which constitute(s) a
Reverse Takeover (RTO) under AIM Rule 14 or be re-admitted on AIM
as an investing company under the AIM Rules on or before the date
falling six months from 6 March 2023.
As neither a reverse takeover nor readmission to trading on AIM
as an investing company was fully completed within that timeframe,
trading in the Company's shares on AIM was suspended on 7 September
2023.
Trading will remain suspended until the completion of a reverse
takeover, which requires the publication of an admission document
and the approval of such a transaction at a General Meeting of the
Company, or the Company is readmitted to trading on AIM as an
investing company.
The board of Amur continues to review a number of reverse
takeover opportunities. Geographically, these have been located in
Canada, the US, Scandinavia, Spain, Brazil, Peru, Chile, Ghana,
Mali, Kenya and Australia. Commodities have included potash,
silica, alumina, copper, nickel, gold, silver, metallurgical coking
coal, energy fuels substitutes, lime and lithium. A total of 17
opportunities have been considered.
During the course of our investigation, we have also been
contacted by two non-mineral resource companies. Discussions with
these more financially advanced entities indicate there is
potential for us to move into Artificial Intelligence /
Entertainment, Financial Services or other sectors. These warrant
further investigation and we have therefore expanded our RTO
investigation of opportunities beyond the mineral resource
sector.
We shall continue to explore viable options for an RTO and will
make further announcement in due course. We recognise it may be a
source of frustration for shareholders that we cannot report on
specific counterparties, the nature of our discussions, and the
ongoing processes in more detail. This reflects the regulatory
regime and the many confidentiality agreements that govern this
activity. However, although there can be no guarantees, all Board
members are engaged in contributing towards a successful outcome to
this process, and we look forward to providing our shareholders
with further updates as appropriate.
Financial Overview
As at 30 June 2023 the Group had cash reserves of US$6.3
million, up from US$5.3 million at the end of 2022, and has an
additional US$1 million restricted cash, held in a mandatory
short-term deposit with the Company's bank. Cash reserves as at 30
June 2023 also include an amount of US$1.9 million held in relation
to unpaid shareholder dividends. The Company remains debt free.
Administration expenses for the first half of 2023 from
continuing operations totalled US$2.0 million (H1 2022: US$1.7
million) which comprised of insurance costs of US$0.2 million (H1
2022: US$0.1 million), professional fees incurred in relation to
the sale of AO Kun-Manie of US$0.7 million (H1 2022: US$0.6
million) and Directors fees of US$0.2 million (H1 2022: US$0.2
million).
The Group also recognised a loss from discontinued operations
totalling US$7.2 million. Included in the loss from discontinued
operations is a currency translation loss of US$17.9 million,
comprised of accumulated foreign currency losses recognised since
the acquisition of AO Kun-Manie, which are required to be
reclassified to comprehensive income from the foreign currency
translation reserve upon disposal of the subsidiary.
The Group also recognised a US$0.7 million gain on translation
of foreign operations (H1 2022: translation loss of US$8.5
million), and expenditure on exploration was US$nil (H1 2022:
US$0.3 million).
Mr. Robert Schafer
Chairman of the Board
22 September 2023
Unaudited Unaudited Audited
30 June 30 June 31 December
Note 2023 2022 2022
Current assets
Other receivables 469 36 63
Financial assets 5 1,000 - -
Cash and cash equivalents 6,314 5,305 3,483
----------- -------------
7,783 5,341 3,546
----------- ----------- -------------
Non-current assets classified
as held for sale 7 - 33,038 25,195
----------- ----------- -------------
Total assets 7,783 38,379 28,741
----------- ----------- -------------
Current liabilities
Trade and other payables 8 3,235 1,120 745
3,235 1,120 745
----------- ----------- -------------
Non-Current Liabilities
Rehabilitation provision - 3 -
- 3 -
Total non-current liabilities
----------- ----------- -------------
Liabilities directly associated
with non-current assets classified
as held for sale 7 - 262 176
----------- ----------- -------------
Total liabilities 3,235 1,386 921
----------- ----------- -------------
Net assets 4,548 36,993 27,820
=========== =========== =============
Equity
Share capital 10 80,794 80,794 80,794
Share premium 4,278 4,278 4,278
Foreign currency translation
reserve 2 (9,124) ( (17,235)
Share options reserve 512 512 512
Accumulated deficit (81,038) (39,467) (40,529)
Total equity 4,548 36,993 27,820
=========== =========== =============
Unaudited Unaudited
6 Months 6 Months Audited
ended ended Year ended
30 June 30 June 31 December
Note 2023 2022 2022
Administrative expenses (1,969) (1,714) (2,605)
Operating loss (1,969) (1,714) (2,605)
Profit/(Loss) before tax (1,969) (1,714) (2,605)
Tax expense - - -
--------- --------- ------------
Loss for the year from continuing
operations (1,969) (1,714) (2,605)
--------- --------- ------------
Loss from discontinued operations
- assets sold 7 (7,256) - -
Loss from discontinued operations
- assets held for sale 7 - (237) (408)
Profit/ (Loss) for the period
/ year attributable to owners
of the parent (9,225) (1,951) (3,013)
========= ========= ============
Other Comprehensive (loss) /
income:
Items that could be reclassified
to profit or loss
Exchange differences on translation
of foreign operations (724) 8,488 377
Exchange differences reclassified 17,961 - -
to profit or loss on disposal
of foreign subsidiaries
Total comprehensive (loss) /
income for the period / year attributable
to owners of the parent 8,012 6,537 (2,636)
========= ========= ============
Loss per share (cents) from continuing 4 US (0.14) US (0.12) US (0.19)
operations attributable to owners
of the Parent - Basic & Diluted
Earnings per share (cents) from 4 US (0.52) US (0.02) US (0.03)
discontinued operations attributable
to owners of the Parent - Basic
& Diluted
Unaudited Unaudited
6 Months 6 Months Audited
ended ended Year ended
30 June 30 June 31 December
2023 2022 2022
Cash flows used in operating
activities:
Payments to suppliers and employees (9,132) (1,433) (3,358)
Loss on sale of investments 7,003 - -
Net cash outflow from operating
activities (2,129) (1,433) (3,358)
---------- ---------- -------------
Cash flow used in investing
activities:
Payments for exploration expenditure - (327) (327)
Cash held with available for
sale financial assets - - 141
Cash held on deposit (1,000)
Sale of investments in subsidiaries 35,000 - -
Net cash used in investing activities 34,000 (327) (186)
---------- ---------- -------------
Cash flow from financing activities:
Cash received on issue of shares,
net of issue costs - 345 345
Dividends paid (29,293) - -
Net cash generated from financing
activities (29,293) 345 345
---------- ---------- -------------
Net (decrease)/increase in cash
and cash equivalents 2,578 (1,415) (3,199)
Cash and cash equivalents at
beginning of period / year 3,667 6,682 6,682
Effect of foreign exchange rates 69 38 -
Cash and cash equivalents at
end of period / year 6,314 5,305 3,483
========== ========== =============
Foreign currency
Share translation reserve Share
Share capital premium options reserve Accumulated deficit Total
------------- -------- -------------------- ----------------- -------------------- --------
At 1 January 2023 80,794 4,278 (17,235) 512 (40,529) 27,820
Loss for the period - - - - (9,225) (9,225)
Exchange differences
on translation of
foreign operations - - (724) - - (724)
Exchange differences
reclassified to
profit or loss on
disposal of foreign
subsidiaries - - 17,961 - - 17,961
Total comprehensive
income for the
period - - 17,237 - (9,225) 8,012
Dividends declared - - - - (31,284) (31,284)
At 30 June 2023
(unaudited) 80,794 4,278 2 512 (81,038) 4,548
============= ======== ==================== ================= ==================== ========
At 1 January 2022 80,449 4,278 (17,612) 512 (37,516) 30,111
Profit for the - - - - - -
period
Exchange differences
on translation of
foreign operations - - 8,488 - (1,951) 6,537
------------- -------- -------------------- ----------------- -------------------- --------
Total comprehensive
income for the
period - - 8,488 - (1,951) 6,537
Issue of share
capital 345 - - - - 345
Costs of issue - - - - - -
At 30 June 2022
(unaudited) 80,794 4,278 (9,124) 512 (39,467) 36,993
============= ======== ==================== ================= ==================== ========
At 1 January 2022 80,449 4,278 (17,612) 512 (37,516) 30,111
Loss for the year - - - - (3,013) (3,013)
Exchange differences
on translation of
foreign operations - - 377 - - 377
Total comprehensive
loss for the period - - 377 - (3,013) (2,636)
Exercise of warrants 345 - - - - 345
At 31 December 2022
(audited) 80,794 4,278 (17,235) 512 (40,529) 27,820
============= ======== ==================== ================= ==================== ========
AMUR MINERALS CORPORATION
NOTES TO THE INTERIM REPORT
FOR THE six monthsED 30 June 2023
(Amounts in thousands of US Dollars)
1. Reporting Entity
Amur Minerals Corporation (the "Company" or the "Group") is a
company domiciled in the British Virgin Islands. The consolidated
interim financial information as at and for the six months ended 30
June 2023 comprise the results of the Company and its subsidiaries
(together referred to as the "Group").
The consolidated financial statements of the Group for the year
ended 31 December 2022 are available upon request from the
Company's registered office at Kingston Chambers, P.O. Box 173,
Road Town, Tortola, British Virgin Islands or a t
www.amurminerals.com.
2. BASIS OF PREPARATION
The financial information set out in this report is based on the
consolidated financial information of Amur Minerals Corporation and
its subsidiary companies. The financial information of the Group
for the 6 months ended 30 June 2023 was approved and authorised for
issue by the Board on 22 September 2023. The interim results have
not been audited. This financial information has been prepared in
accordance with the accounting policies that are expected to be
applied in the Report and Accounts of Amur Minerals Corporation for
the year ended 31 December 2022 and are consistent with the
recognition and measurement requirements of IFRS as issued by the
International Accounting Standards Board ("IASB") and
interpretations issued by the International Financial Reporting
Interpretations Committee ("IFRIC"). The auditor's report on the
Group accounts to 31 December 2022 was issued with a clean audit
opinion with an emphasis of matter. The comparative information for
the full year ended 31 December 2022 is not the Group's full annual
accounts for that period but has been derived from the annual
financial statements for that period.
The consolidated financial information incorporates the results
of Amur Minerals Corporation and its subsidiaries undertakings as
at 30 June 2023. The corresponding amounts are for the year ended
31 December 2022 and for the 6 month period ended 30 June 2022.
The Group financial information is presented in US Dollars
('US$') and values are rounded to the nearest thousand Dollars.
The same accounting policies, presentation and methods of
computation are followed in the interim consolidated financial
information as were applied in the Group's latest annual audited
financial statements except for those that relate to new standards
and interpretations effective for the first time for periods
beginning on (or after) 1 January 2023, and will be adopted in the
2023 annual financial statements.
A number of new standards, amendments and became effective on 1
January 2023 and have been adopted by the Group. None of these
standards have materially affected the Group.
3. GOING CONCERN
On 6 March 2023 the Company completed the sale of its wholly
owned subsidiary AO Kun-Manie for cash consideration of US$35
million and on 14 June 2023, the Company paid a Special Dividend of
1.8p (GBP) per share to its shareholders. The Company retained
sufficient funds from to the sale proceeds, plus pre-existing funds
to be used to acquire another project via an RTO.
The Group is currently assessing a number of suitable RTO
opportunities, however, as neither a reverse takeover nor
readmission to trading on AIM as an investing company was completed
by 6 September 2023, trading in the Company's shares on AIM
suspended on 7 September 2023. Should an RTO not be completed
within six months from suspension, the Company will be delisted on
8 March 2024.
The Directors have reviewed the Group's cash flow forecast for
the period to 30 June 2024 and believe the Group has sufficient
cash resources to cover planned and committed expenditures over the
period. The Directors also believe that the Group has sufficient
cash reserves to successfully complete an RTO within the required
timeframe.
The Directors are confident that throughout the going concern
forecast period the Group will have sufficient funds to meet
obligations as they fall due, and thus, the Directors continue to
prepare the consolidated financial statements on a going concern
basis.
4. PROFIT/(LOSS) PER SHARE
Basic and diluted profit/(loss) per share is calculated and set
out below. The effects of warrants and share options outstanding at
the period end are anti-dilutive as they will serve to reduce the
profit/(loss) per share. A total of 4.1 million potential ordinary
shares have therefore been excluded from the following
calculations:
Unaudited Unaudited
6 Months 6 Months Audited
ended ended Year ended
30 June 30 June 31 December
2023 2022 2022
Net loss for the year from
continued operations attributable
to equity shareholders (1,969) (1,714) (2,605)
Weighted average number
of shares for the period/year 1,391,636,698 1,390,380,602 1,391,636,698
Basic profit/(loss) per
share for continued operations
(expressed in cents) US (0.14) US (0.12) US (0.19)
-------------- -------------- --------------
Net loss for the year from
discontinued operations
attributable to equity
shareholders (7,256) (237) (408)
Weighted average number
of shares for the period/year 1,391,636,698 1,390,380,602 1,391,636,698
Basic profit/(loss) per
share for discontinued
operations (expressed in
cents) US (0.52) US (0.02) US (0.03)
-------------- -------------- --------------
5. FINANCIAL ASSETS
Included in financial assets is US$1,000,000 held as a mandatory
short-term deposit with the Company's bank. The funds become
unrestricted and available for use on 6 March 2024.
6. DISPOSAL OF SUBSIDIARY
On 6 March 2023, Amur sold its wholly owned RF subsidiary AO
Kun-Manie for total cash consideration of US$35 million. The Group
derecognized the assets and liabilities of AO Kun-Manie as at this
date and recognized a loss on the sale of its subsidiary of
US$7,002,937 which can be further broken down as follows:
US$'000
------------------------------------------- ---------
Cash consideration 35,000
FV of net assets at date of sale (24,640)
Cumulative translation losses crystalised
upon disposal (17,363)
---------
Loss on sale of subsidiary (7,003)
---------
Included in the net assets of AO Kun-Manie was a loan owing to
Amur of US$28,630,000 which was settled in full upon sale.
AO Kun-Manie recorded a loss for the period to 6 March 2023 of
US$253,000 which has been included in discontinued operations.
The financial performance and cash flow information of the
discontinued operation is shown in Note 6.
7. DISCONTINUED OPERATIONS
As at 31 December 2022 and 30 June 2022, the Directors
determined that AO Kun-Manie should be classified as an asset held
for sale in accordance with IFRS 5.
The Directors undertook an impairment assessment of the disposal
group's assets in accordance with IFRS 5 and concluded that the
asset's fair value less costs to sell was in excess of their
carrying value. As such, no impairment has been recognised.
The financial performance and cash flow information of the
discontinued operation is as follows;
Unaudited Unaudited Audited
6 Months 6 Months Year ended
ended ended 31 December
30 June 30 June 2022
2023 2022
Administration expenses (253) (236) (403)
Loss on sale of subsidiary (7,003) - -
----------------------------------- ----------------- ----------------- ------------------------
Loss before tax from discontinued
operations (7,256) (236) (403)
----------------------------------- ----------------- ----------------- ------------------------
Taxation - (1) (5)
Loss from discontinued operations (7,256) (237) (408)
----------------------------------- ----------------- ----------------- ------------------------
Net cash flows used in operating
activities (45) (69) (18)
Net cash flows from financing
activities - - 623
Net cash flows from investment
activities 34,912 (327) (511)
----------------------------------- ----------------- ----------------- ------------------------
Net decrease in cash used
in disposal group 34,867 (396) 94
----------------------------------- ----------------- ----------------- ------------------------
The following assets were reclassified as held for sale in
relation to the discontinued operation:
Unaudited Unaudited Audited
6 Months 6 Months Year ended
ended ended 31 December
30 June 30 June 2022
2023 2022
Plant and machinery 62 143 109
Exploration 24,654 32,773 24,915
Cash 66 75 141
Inventory 16 41 24
Trade and other debtors 18 6 6
Disposal of subsidiary (24,816) - -
-------------------------- ---------- ---------- -------------
Total assets of disposal
group held for sale - 33,038 25,195
-------------------------- ---------- ---------- -------------
The following liabilities were reclassified as held for sale in
relation to the discontinued operation:
Unaudited Unaudited Audited
6 Months 6 Months Year ended
ended ended 31 December
30 June 30 June 2022
2023 2022
Provisions 113 156 119
Trade payables - 23 -
Accruals 55 62 55
Other payables 8 21 2
Disposal of subsidiary (176) - -
Total liabilities of disposal
group held for sale - 262 176
------------------------------- ---------- ---------- -------------
8. TRADE AND OTHER PAYABLES
Unaudited Unaudited Audited
6 Months 6 Months Year ended
ended ended 31 December
30 June 30 June 2021
2023 2022
Trade payables 377 191 131
Accruals 866 519 614
Other payables 1,992 410 -
Total liabilities of disposal
group held for sale 3,235 1,120 745
------------------------------- ---------- ---------- -------------
Other payables as at 30 June 2023 includes an amount of US$1.9
million in relation to unpaid shareholder dividends.
9. SHARE BASED PAYmENTS
Options:
No options were granted during the period ended 30 June 2023 or
30 June 2022.
At 30 June 2023 the following options were outstanding at the
beginning and end of the period:
Outstanding at 1 January
2023 30,000,000
Granted -
Exercised -
Expired (30,000,000)
Vesting -
-------------
Outstanding at 30 June -
2023
=============
The fair value of the options is estimated at the grant date
using a Black-Scholes model, taking into account the terms and
conditions on which the options were granted. This uses inputs for
share price, exercise price, expected volatility, option life,
expected dividends and risk-free rate.
The share price is the price at which the shares can be sold in
an arm's length transaction between knowledgeable, willing parties
and is based on the mid-market price on the grant date. The
expected volatility is based on the historic performance of Amur
Minerals shares on the Alternative Investment Market of the London
Stock Exchange. The option life represents the period over which
the options granted are expected to be outstanding and is equal to
the contractual life of the options. The risk-free interest rate
used is equal to the yield available on the principal portion of US
Treasury Bills with a life similar to the expected term of the
options at the date of measurement.
The total charge arising from outstanding options for the period
was US$nil (H1 2022: US$nil; December 2022: US$nil).
Warrants:
No warrants were granted during the period ended 30 June 2022 or
30 June 2021.
At 30 June 2023 the following warrants were outstanding at the
beginning and end of the period:
Outstanding at 1 January
2023 8,829,270
Granted -
Exercised -
Expired (4,723,776)
Outstanding at 30 June
2023 4,105,494
============
There was no charge arising from outstanding warrants for the
period (H1 2022: nil; December 2022: nil).
10. share Capital
Unaudited Unaudited Audited
30 June 30 June 31 December
2023 2022 2022
-------------- -------------- --------------
Number of Shares (no
par value):
Authorised 2,000,000,000 2,000,000,000 2,000,000,000
============== ============== ==============
Total issued 1,392,872,315 1,392,872,315 1,379,872,315
============== ============== ==============
11. RELATED PARTIES
For the purposes of these financial statements, entities are
considered to be related if one party has the ability to control
the other party or exercise significant influence over the other
party in making financial or operational decisions as defined by
IAS 24 "Related Party Disclosures". In addition, other parties are
considered to be related if they are under common control. In
considering each possible related party relationship, attention is
directed to the substance of the relationship, not merely the legal
form.
Details of transactions between the Group and related parties
are disclosed below.
Compensation of Key Management Personnel
Key management personnel are considered to be the Directors and
senior management of the Group:
Unaudited Unaudited Audited
6 Months 6 Months Year ended
ended ended 31 December
30 June 30 June 2022
2023 2022
Salaries and fees 237 249 486
Share-based payments - - -
237 249 486
========== ========== =============
12. EVENTS AFTER THE REPORTING DATE
Following the disposal of the Company's AO Kun-Manie subsidiary,
Amur became classified as an AIM Rule 15 cash shell from that date,
and as such was required to make an acquisition or acquisitions
which would constitute a reverse takeover under Rule 14 of the AIM
Rules for Companies, or be re-admitted on AIM as an investing
company under the AIM Rules on or before the date falling six
months from 6 March 2023.
As neither a reverse takeover nor readmission to trading on AIM
as an investing company had been completed by 7 September 2023,
trading in the Company's shares on AIM was suspended.
13. INTERIM REPORT
Copies of this interim report for the six months ended 30 June
2023 will be available from the Company's website
www.amurminerals.com .
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
Enquiries:
Company Nomad and Broker Public Relations
Amur Minerals Corp. S.P. Angel Corporate BlytheRay
Finance LLP
Robin Young CEO Richard Morrison Megan Ray
Adam Cowl Tim Blythe
+44 (0) 20 7138
+1 (925) 408-4621 +44(0)20 3470 0470 3203
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END
IR EANNLALEDEFA
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September 25, 2023 02:00 ET (06:00 GMT)
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