TIDMALBA
RNS Number : 0485F
Alba Mineral Resources PLC
17 March 2022
Alba Mineral Resources plc
("Alba" or the "Company")
Investee Company Update: GreenRoc Mining plc
Alba Mineral Resources plc (AIM: ALBA) i s pleased to note the
announcement today by its portfolio company, GreenRoc Mining plc
("GreenRoc") (AIM: GROC), of its results for the period to 30
November 2021. A lba holds a 54% majority interest in GreenRoc.
Alba's results for the financial year ended 30 November 2021
will be announced in due course, following completion of the
Company's annual audit process.
The announcement by GreenRoc is set out below without material
changes:
GreenRoc Mining plc
("GreenRoc" or the "Company")
Results for the period to 30 November 2021
GreenRoc Mining plc (AIM: GROC), a company focused on the
development of critical mineral projects in Greenland, announces
its results for the period to 30 November 2021, the first financial
period end since the Company's admission to trading on AIM on 28
September 2021.
The Annual Report for the period to 30 November 2021 was
approved by the Board on 16 March 2022 and will be sent to
shareholders and made available on the Company's website
(www.greenrocmining.com) shortly.
The Financial Statements (including notes), and the statements
of the Chairman and CEO, have been extracted from the Annual Report
and are shown below.
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation and the Directors of the Company
are responsible for the release of this announcement.
About GreenRoc
GreenRoc Mining Plc is an AIM-quoted company which is developing
mining projects in Greenland in critical and high-demand minerals.
Led by a group of highly experienced mining industry professionals,
GreenRoc has a portfolio of 100% owned projects: Amitsoq
(Graphite); Thule Black Sands (Ilmenite); Melville Bay (Iron Ore);
and Inglefield (Multi-Element).
CHAIRMAN'S STATEMENT
I am very pleased to present the first Annual Report for the
GreenRoc Mining Plc group ("the Group").
GreenRoc was admitted to AIM in September 2021, raising gross
funds of GBP5.1 million. The Company's start to life as a listed
company has been greatly boosted by the successful completion last
summer of drilling programmes at our two flagship assets, Amitsoq
and Thule Black Sands ("TBS"). These assets host significant
deposits of minerals, respectively graphite and ilmenite (the key
source of titanium), which have been designated by both the USA and
the EU as "critical minerals", meaning metals and minerals which
are considered vital for the economic well-being of the world's
major and emerging economies, but whose supply may be at risk due
to various factors, including geopolitics.
At Amitsoq, on the tip of southern Greenland, our maiden
drilling campaign last summer confirmed both the deposit's very
high-grade graphite mineralisation and the significant thickness of
its graphite layers. On 8 March 2022, we announced a Maiden JORC
Resource at the Amitsoq Island deposit of 8.28 million tonnes at an
average grade of 19.75%, for a total graphite content of 1.63
million tonnes. This result gives us great confidence as we move
into a second year of drilling at Amitsoq, where our objective will
be to greatly increase the Resource base and thereby provide a
solid foundation for pre-feasibility work.
Last summer we also completed a second phase drilling programme
at TBS, our heavy mineral sand project in north-west Greenland.
Infill drilling using a sonic rig enabled us to reach mineralised
depths of up to 6m. Once the drill samples have been assayed and a
mineral resource assessment made, we are confident that we will see
a material uplift in both the size and classification of the
existing mineral resource for TBS.
The decision to spin out the Greenland mining assets of Alba
Mineral Resources Plc ("Alba") into GreenRoc last year was
motivated by our belief that Alba's portfolio of mining assets in
Greenland was strong enough to support a stand-alone listing, and
that transferring these assets into the stewardship of a dedicated,
Greenland-focused management team would provide the best possible
conditions for the rapid development and exponential growth in
value of the projects.
Our goal for our key assets, Amitsoq and TBS, is to complete
feasibility and environmental and social impact assessments
("ESIAs") as expeditiously as possible so that we can apply to the
Greenland Government for mining licences. As such, we intend to
commence ESIA work at TBS shortly and to complete the field work
component of that exercise during the coming summer months. We will
also continue environmental studies at Amitsoq this year, so that
we will be ready to move into the ESIA process following this
summer's second phase drilling campaign there.
This promises to be a year of significant growth for GreenRoc as
we push forward in our objective to become a producer of critical
minerals. I would like to thank our shareholders for coming with us
on this very exciting journey.
George Frangeskides
Chairman
CHIEF EXECUTIVE OFFICER'S STATEMENT
It gives me great pleasure to present a view from the bridge in
the first Annual Report of GreenRoc Mining Plc.
IPO AND ADMISSION TO TRADING ON AIM
On 28 September 2021, the Company finalised the transactions
necessary to complete the acquisition of 100% of the Greenland
mining assets of Alba, raising gross proceeds of GBP5.1 million
from new investors and admitting the Company's shares to trading on
AIM.
As explained by our Chairman in his statement, the rationale for
separately listing Alba's Greenland mining projects was motivated
by a desire to create the optimal conditions for these high-quality
assets to be fast-tracked into the development phase with a view to
achieving production in the shortest possible timeframe. As a
result of GreenRoc's successful IPO and admission to trading on AIM
in late September 2021, the Company now benefits from a dedicated
management team which is wholly focused on the development of these
high-quality assets in Greenland. Further, the focus on a single
operating jurisdiction provides GreenRoc with the opportunity to
secure future development capital from funding partners
specifically attracted to a Greenland-centric mining investment
proposition.
PROJECTS
GreenRoc's four projects in Greenland are the Amitsoq Graphite
Project, the TBS Ilmenite Project, the Melville Bay Iron Project,
and the Inglefield Multi-Element Project.
It should be noted that, as a result of travel restrictions
caused by COVID-19, the Greenland Government suspended minimum
expenditure obligations for all mineral exploration licences
throughout both 2020 and 2021. Nevertheless, a significant amount
of work was completed at the Company's projects in the summer of
2021, particularly at the Amitsoq and TBS projects where drilling
campaigns were completed.
Amitsoq Graphite Projects
Amitsoq is a graphite project located in southern Greenland
whose grades are among the highest in the world. The project
consists of two deposit areas: Amitsoq Island and Kalaaq.
Amitsoq Island Project
Amitsoq Island is the site of a historic graphite mine where the
average grade achieved was 21%, prior to operation ceasing in
1922.
Metallurgical testwork has confirmed the quality of the graphite
mineralisation and that saleable concentrates can be produced. It
also confirmed that Amitsoq graphite can be upgraded to a high
purity 99.97% graphite product, the purity required for lithium-ion
batteries ("LIBs"). This is the key future market for graphite
since the Electric Vehicle (or "EV") sector is set to show
significant growth in the years ahead.
In the summer of 2021, a maiden drilling programme was
undertaken at Amitsoq Island, on the site of the historic graphite
mine. Eight diamond core drill holes were completed for a total of
935 metres.
On 8 March 2022, we announced a maiden combined Indicated and
Inferred JORC Resource at the Amitsoq Island deposit of 8.3 million
tonnes (Mt) at an average grade of 19.75%, giving a total graphite
content of 1.63 million tonnes.
Mineral Resource Tonnes (Mt) Graphitic Carbon Graphite content
Category (%) (Mt)
Measured - - -
------------ ----------------- -----------------
Indicated 2.04 20.65 0.42
------------ ----------------- -----------------
Total Measured +
Indicated 2.04 20.65 0.42
------------ ----------------- -----------------
Inferred 6.24 19.45 1.21
------------ ----------------- -----------------
Total Resources 8.28 19.75 1.63
------------ ----------------- -----------------
This Maiden Resource confirms Amitsoq's position as one of the
highest-grade graphite deposits globally and supports the Company's
objective of fast-tracking the project into the development phase.
The total graphite content of 1.63 million tonnes has exceeded the
upper end of the tonnage range in the previously declared Amitsoq
Exploration Target (which implied between 0.4 and 1.6 million
tonnes of contained graphite from the entire target area).
Over 25% of the contained graphite in the Maiden Resource falls
within the higher category of Indicated Resources, providing
additional confidence that a more significant, high-category
Resource can be established following the Phase 2 drilling campaign
which is planned for this summer. This programme will aim to drill
approximately 3,000 metres, and will have the primary goal of
establishing a sufficiently large resource to enable the
development of a mine plan, and with enough confidence to support
feasibility studies. We will also undertake further environmental
and social impact assessment ("ESIA") work with the aim of creating
the basis upon which a mining licence application can be
submitted.
Kalaaq Mainland Project Area
During July and August 2021, field exploration was conducted at
Kalaaq to sample mapped graphite horizons that had been identified
in previous field campaigns, and to explore the wider area for new
discoveries. Exploration work consisted of field mapping,
trenching, channel sampling, grab sampling and electromagnetic
("EM") surveys. The exploration at Kalaaq also identified that the
area boasts plentiful fresh water, and areas of flat ground that
are potentially suitable for a plant and tailings impoundment.
The 2021 exploration campaign confirmed substantial new zones of
graphite mineralization at Kalaaq. The previously identified
mineralized zones were extended by around 30% along strike using
ground geophysics and channel sampling.
The assay values from the sampling programme range from 17.43 to
33.1 C(g)%, indicating that Kalaaq also has some of the highest
graphite grades in the world. A new zone was also discovered,
outside of the Exploration Target area, with grab samples taken in
this area measuring up to 32.1% C(g)%.
2022 Amitsoq Field Campaign
The drilling plan for 2022 envisages the completion of drilling
over the Amitsoq Exploration Target area. The process of securing
key service providers (drillers/ drill rig, field team, transport
and logistics providers) for the exploration season is well
advanced, and the process of engaging ESIA consultants is also
underway.
Thule Black Sands Ilmenite Project
Thule Black Sands is a heavy mineral sands ("HMS") ilmenite
project located on the Steensby Land peninsular in north-west
Greenland, some 80km south of the regional settlement of
Qaanaaq.
An extensive surface drilling campaign in 2018 led to the
declaration of a maiden Mineral Resource for Thule Black Sands of
19Mt@ 43.6% Total Heavy Minerals ("THM"), with an in-situ ilmenite
grade of 8.9%.
Ilmenite prices have more than doubled in the past two years,
driven in part by curtailed production from Rio Tinto's Richards
Bay HMS mine (South Africa's largest mineral sands producer), a
steadily increasing demand induced by world population growth, and
a supply squeeze on ilmenite.
The high ilmenite grades of the TBS Project create an ideal
platform for driving the Project towards development.
The 2018 Mineral Resource estimate only averaged one metre in
depth, which reflected the depth of the permafrost on the project
coastline, rather than the basement of the deposit. A second phase
drilling campaign was completed in 2021, focusing on the
higher-grade southern area. A total of 249 holes were drilled by a
sonic rig up to six metres deep, for a total of approximately 550
metres of drilling. Holes were spaced on a grid of 200m x 250m,
with fences placed midway (infilling) between the 2018 fences.
There was some drilling within the 2018 fences to allow for
resource estimation to a greater degree of certainty. This phase of
drilling succeeded in determining the basement of the deposit, and
as a result we are hoping for a material upgrade in the Mineral
Resource due to its anticipated greater depth.
The samples from this drilling campaign have been transported to
IHC Robbins (independent mineral sands specialists and part of the
Royal IHC Group) for analysis. The assay results and the assessment
of a potential upgrade to the existing JORC Resource are expected
to be announced in Q2 2022.
We are anticipating an increase in both the tonnage and
classification of our Resource, which we hope will move at least
some of the existing Inferred Resource into the Measured and/or
Indicated categories. Subject to this, we will then look to
fast-track a Scoping Study with the aim of completing a full
Feasibility Study as quickly as possible thereafter. In
anticipation of the requirements for obtaining a Mining Licence, we
have appointed environmental and social consultants to carry out
detailed ESIA work at TBS.
The TBS project has a number of advantages: the deposit lies at
or near surface and is therefore simple to mine; sheltered bays sit
on our licence area which could be used for the siting of
infrastructure; and the continued development and full licensing of
the neighbouring Dundas project owned by Bluejay Mining PLC
(currently in development with a Mineral Resource Estimate of 117m
tonnes at a grade of 6.1% in situ ilmenite) provides confidence in
the ability to develop mining operations in the area.
Melville Bay Iron Project
The Melville Bay Iron Project is located in north-west Greenland
within 200km of seasonally ice-free coastline some 1,500km north of
Nuuk and 130km south of the nearest major settlement of Qaanaaq.
The project comprises three separate areas named Havik East,
Haematite Nunatak and De Dødes West.
A drilling campaign was undertaken in 2012 across the three
blocks, consisting of 27 holes and 3,520 diamond drill metres, and
a JORC Mineral Resource estimated in 2013 for Havik East.
The Project hosts haematite and magnetite styles of
mineralisation across numerous targets. The significant body of
work completed to date, including extensive resource drilling and
metallurgical test work, has confirmed the presence of significant
iron ore deposits at Melville Bay and the ability to produce a
saleable high-grade, low impurity iron ore concentrate. It is
notable that there are indications within the drilling results of
the presence of high-grade Direct Shipping Ore ("DSO"). Such
material would not require further processing on site, and has the
potential to be drilled, blasted, and then shipped directly to an
offtake smelter.
The Melville Bay region lies within the Committee Belt, a
geological formation which extends across Baffin Bay into
north-central Baffin Island, Canada. The Havik East and associated
iron formations of the Melville Bay area are considered to be of
Algoma-type banded-iron formation ("BIF"). The Canadian examples of
Algoma-type BIF deposits (Mary River: haematite iron ore 641mt @66%
Fe, in production; Roche Bay: magnetite iron ore 660mt @26% Fe, in
exploration) also occurs on the Committee Belt across the Baffin
Bay in far northern Canada and give a useful benchmark of the
potential for significant iron ore deposits in this geological
setting. It is notable that Mary River ships DSO direct from mine
to smelter.
In 2021, as part of GreenRoc's acquisition of the Project,
independent mining consultants SRK Consulting ("SRK") were
commissioned to update the Mineral Resource Estimate for Havik East
to account for changes in costs and the iron ore market. The
updated Inferred Mineral Resource Statement is 63Mt at 31.4%
Fe.
SRK also updated the Exploration Target for the Project.
Considering both the potential down-dip extensions to the Havik
East deposit and the tonnage and grade assessment of the De Dødes
West and Haematite Nunatak targets, SRK has derived a total
Exploration Target for the Melville Bay Iron Project of 200-400Mt
at 25-37% Fe. This is inclusive of 100-200Mt at 29-33% Fe at Havi k
East, 60-120Mt at 25-30% Fe at De Dødes West and 40-80Mt at 31-37%
Fe at Haematite Nunatak.
These figures indicate that there remains significant potential
to increase the defined resources across the three target areas
through further drilling. In addition, the Company intends to focus
its efforts on furthering investigation of those targets which have
the greatest high-grade DSO potential.
Inglefield Multi-Element Project
The Inglefield Multi-Element Project is located in Inglefield
Land, north-west Greenland.
Extensive historic exploration has reported the presence of
cobalt, copper, gold, vanadium and nickel, and the potential for
Inglefield to host a range of mineralisation styles, including iron
ore-copper-gold ("IOCG") deposits.
Field work conducted in 2018 confirmed
copper-gold-silver-molybdenum mineralisation at the Four Finger
Lake target over a 500m zone. In 2019 White Eagle Resources Ltd
(now a wholly-owned subsidiary of GreenRoc) commissioned an
independent geophysical data review which further confirmed the
IOCG prospectivity of this target area.
Desktop analysis of the region undertaken in 2019 by TECT
Consultants, based on a wide range of available data, found that
the area of highest prospectivity for an IOCG-style target
correlates well with the already known north-east trending, 70km
long "North Inglefield Land Gold Belt", and that the Four Finger
Lake target is most prospective for this mineralisation style.
OUTLOOK
Our vision for GreenRoc is to fast track our two flagship
projects, Amitsoq and Thule Black Sands, towards production by
identifying sufficient reserves and resources to support
feasibility work and, ultimately, mine build and production. This
strategy is designed to facilitate the fastest route to GreenRoc
becoming revenue-generating and therefore self-sufficient, with, we
hope, a major uplift in our share price which should result from a
"production premium". This is a production-driven strategy that
does not depend on defining resources beyond a 12-year mine life,
and therefore leaves considerable blue-sky potential for increasing
reserves and resources into the future.
At GreenRoc we have a strong management team with the experience
and capabilities to deliver this plan and vision and have engaged
first-rate consultants and specialists to ensure the highest
quality of work.
We are fortunate to have in our portfolio two mining projects in
commodities which are deemed critical to the global economy, are
amongst the highest grades known for their specific minerals on the
planet and are set for significant demand growth.
Since our admission to AIM, the market has been soft for junior
mining and exploration companies, including ourselves. However, the
fundamental strengths of our Company and our projects remain
unchanged. Several of our Board members, including myself, acquired
shares in the Company through the market late last year, a sure
sign of our belief in the future prospects of GreenRoc.
We are very confident that our plans for this year will add
considerable value to the Company. Following the recent Maiden JORC
Resource announced at Amitsoq, we await another important Resource
update for TBS, following which we will progress to further
drilling, ESIA and feasibility work.
We are very excited about the coming year. We expect to make
great strides in the development of our projects and are convinced
that GreenRoc has the potential to contribute greatly to the need
for productive solutions to the world's growing critical mineral
requirements.
Kirk Adams
Chief Executive Officer
16 March 2022
CONSOLIDATED INCOME STATEMENT FOR THE PERIOD FROM 17 MARCH TO 30
NOVEMBER 2021
Note 2021
GBP'000
Revenue -
Cost of sales -
------------
Gross profit -
Administrative expenses 3 (305)
Operating loss 3 (305)
Finance expense (1)
------------
Loss for the period before tax (306)
Taxation 5 -
Loss for the period from continuing operations (306)
============
Attributable to:
Equity holders of the parent (306)
(306)
============
Earnings per ordinary share attributable to the ordinary
equity holders of the parent
Basic and diluted 6 (1.11 pence)
------------
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD
FROM 17 MARCH TO 30 NOVEMBER 2021
2021
GBP'000
Loss after tax (306)
Total comprehensive income (306)
=======
Total comprehensive income attributable
to:
Equity holders of the parent (306)
(306)
=======
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 NOVEMBER
2021
Note 2021
GBP'000
Non-current assets
Intangible fixed assets 7 8,259
Total non-current assets 8,259
-------
Non-current liabilities
Deferred tax 5 (1,004)
-------
Total non-current assets (1,004)
-------
Current assets
Trade and other receivables 10 64
Cash and cash equivalents 11 3,269
-------
Total current assets 3,333
-------
Current liabilities
Trade and other payables 12 (482)
Payable to parent entity 12 (52)
Total current liabilities (534)
-------
Net current assets 2,799
=======
Net assets 10,054
=======
Shareholders' equity
Share capital 13 161
Share premium 13 10,033
Share-based payment reserve 14 166
Retained earnings (306)
Total equity 10,054
=======
These Financial Statements were approved and authorised for
issue by the Board of Directors on 16 March 2022.
Signed on behalf of the Board of Directors
Kirk Adams
Director
COMPANY STATEMENT OF FINANCIAL POSITION AT 30 NOVEMBER 2021
Note 2021
GBP'000
Non-current assets
Investment in subsidiaries 8 4,017
Total non-current assets 4,017
-------
Current assets
Loans to subsidiaries 9 2,821
Trade and other receivables 10 64
Cash and cash equivalents 11 3,269
-------
Total current assets 6,154
-------
Current liabilities
Trade and other payables 12 (65)
Payable to parent entity 12 (52)
Total current liabilities (117)
-------
Net current assets 6,037
=======
Net assets 10,054
=======
Shareholders' equity
Share capital 13 161
Share premium 13 10,033
Share-based payment reserve 14 166
Retained earnings (306)
Total equity 10,054
=======
The Company has taken advantage of the exemption allowed under
section 408 of the Companies Act 2006 and has not included its own
income statement and statement of comprehensive income in these
Financial Statements. The Company's loss for the period amounted to
GBP306k.
These Financial Statements were approved and authorised for
issue by the Board of Directors on 16 March 2022.
Signed on behalf of the Board of Directors
Kirk Adams
Director
Company No. 13273964
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM
17 MARCH TO 30 NOVEMBER 2021
Share capital Share premium Share-based payment reserve Retained earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------- ------------- --------------------------- ----------------- -------
Opening balance - - - - -
Loss for the period - - - (306) (306)
Total comprehensive income for
the period - - - (306) (306)
------------- ------------- --------------------------- ----------------- -------
Contributions by and
distributions to owners
Shares issued 161 10,915 - - 11,076
Cost of issuing equity - (800) - - (800)
Warrants issued at listing - (127) 127 - -
Bonus shares awarded - 45 - - 45
Fair value of share options
awarded - - 39 - 39
------------- ------------- --------------------------- ----------------- -------
At 30 November 2021 161 10,033 166 (306) 10,054
------------- ------------- --------------------------- ----------------- -------
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 17
MARCH TO 30 NOVEMBER 2021
Share capital Share premium Share-based payment reserve Retained earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------- ------------- --------------------------- ----------------- -------
Opening balance - - - - -
Loss for the period - - - (306) (306)
Total comprehensive income for
the period - - - (306) (306)
------------- ------------- --------------------------- ----------------- -------
Contributions by and
distributions to owners
Shares issued 161 10,915 - - 11,076
Cost of issuing equity - (800) - - (800)
Warrants issued at listing - (127) 127 - -
Bonus shares awarded - 45 - - 45
Fair value of share options
awarded - - 39 - 39
------------- ------------- --------------------------- ----------------- -------
At 30 November 2021 161 10,033 166 (306) 10,054
------------- ------------- --------------------------- ----------------- -------
CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD FROM 17 MARCH TO
30 NOVEMBER 2021
Note 2021
GBP'000
Cash flows from operating activities
Operating loss (305)
Adjustments for:
Share-based payment charge 39
Bonuses settled in shares 45
Increase in creditors 202
Increase in trade and other receivables (64)
Net cash used in operating activities (83)
-------
Cash flows used in investing activities
Capitalised exploration expenditure 7 (475)
Net cash used in investing activities (475)
-------
Cash flows from financing activities
Proceeds from the issue of shares 13 5,076
Costs of issue 13 (800)
Repayment of loan from parent (448)
Finance expense (1)
Net cash generated from financing activities 3,827
-------
Net increase in cash and cash equivalents 3,269
Cash and cash equivalents at beginning of period -
Cash and cash equivalents at end of period 11 3,269
=======
Significant non-cash transactions in the period included the
acquisition of the Alba subsidiaries for consideration of GBP6.0
million settled in shares (see notes 1 and 13).
COMPANY CASH FLOW STATEMENT FOR THE PERIOD FROM 17 MARCH TO 30
NOVEMBER 2021
Note 2021
GBP'000
Cash flows from operating activities
Operating loss (305)
Adjustments for:
Share based payment charge 39
Bonuses settled in shares 45
Increase in creditors 45
Increase in prepayments (64)
Net cash used in operating activities (240)
-------
Cash flows used in investing activities
Capitalised exploration expenditure -
Net cash used in investing activities -
-------
Cash flows from financing activities
Proceeds from the issue of shares 13 5,075
Costs of issue 13 (800)
Repayment of loan from parent (448)
Loans to subsidiaries (318)
Finance expense -
Net cash generated from financing activities 3,509
-------
Net increase in cash and cash equivalents 3,269
Cash and cash equivalents at beginning of period -
Cash and cash equivalents at end of period 11 3,269
=======
Significant non-cash transactions in the period included the
acquisition of the Alba subsidiaries for consideration of GBP6.0
million settled in shares (see notes 1 and 13).
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND BASIS OF PREPARATION
GreenRoc Mining Plc is a public limited company incorporated on
17 March 2021 and domiciled in England & Wales, whose shares
are publicly traded on the AIM market of the London Stock Exchange
Group Plc. The registered office address is 6th Floor 60
Gracechurch Street, London, United Kingdom, EC3V 0HR.
The Company's principal activities are the development of mining
and exploration interests in Greenland, where its subsidiaries hold
four separate exploration permits.
The consolidated Financial Statements have been prepared on the
historical cost basis, save for the revaluation of certain
financial assets as a result of fair value accounting. The
principal accounting policies applied in the preparation of these
Financial Statements are set out below.
The Company's Ultimate Controlling Party is Alba Mineral
Resources Plc, which holds 54% of the ordinary share capital of the
Company and has the right to appoint two Directors to the Board.
The next largest shareholder, Kadupul, holds 19% of the Company's
share capital.
Going concern
Based on financial projections prepared by the Directors, the
Group's current cash resources are sufficient to enable the Group
to meet its recurring outgoings and projected exploration
expenditure for the entirety of the next twelve months from the
date of approval of the Financial Statements. In arriving at this
conclusion, the Directors considered current exploration plans and
costings, as well as the fixed administrative costs associated with
running the Group and compared with the cash reserves.
The Directors therefore continue to adopt the going concern
basis of accounting in preparing the Financial Statements.
Critical accounting estimates and judgements
The preparation of the Financial Statements requires management
to make estimates and assumptions that affect the reported amounts
of assets and liabilities as well as the disclosure of contingent
assets and liabilities at the reporting date and the reported
amounts of revenues and expenses during the reporting period.
Actual outcomes could differ from those estimates.
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances. The areas of judgement that have the most
significant effect on the amounts recognised in the Financial
Statements are as follows:
i) JUDGEMENTS
Fair value of the Greenland subsidiaries upon acquisition -
GBP6.0 million
On 22 September 2021, GreenRoc Mining Plc acquired the entire
share capital in Obsidian Mining Ltd ("OML"), White Eagle Resources
Limited ("WER"), and White Fox Resources Limited ("WFR") from Alba
Mineral Resources Plc ("Alba"). The purpose of the transaction was
to establish a separate group from Alba which would be solely
focused on progressing the Greenland mining projects held by the
subsidiaries acquired. The consideration paid by GreenRoc for these
shares totalled GBP6.0 million, in the form of 59.5 million shares
in the Company at a value of 10 pence per share, the price at which
the shares were admitted to the AIM list of the London Stock
Exchange on 28 September 2021, and GBP50k in cash.
The Directors believe that 10 pence per share was the Fair Value
of the Company's shares on the basis that this was the price paid
by new investors who subscribed to the placing at the time of the
IPO. This gave an implicit value of the consolidated Group,
including the new subsidiaries, of GBP11.1 million, including
GBP5.1 million of new cash, which supports the view of the
Directors that the Fair Value of the underlying assets amounted to
GBP6.0 million. The excess of the Fair Value over the historic cost
of the underlying assets represents the increased value as
perceived by the open market as a result of the development work
undertaken by Alba in the periods leading up to the
transaction.
Company accounts Consolidated
accounts
GBP'000 GBP'000
Consideration paid - Fair value of shares in
GreenRoc 5,950 5,950
----------------- -------------
Assets acquired - historic cost
Investment in subsidiary 4,017 -
Intangible fixed asset - capitalised exploration
expenditure - 2,678
Stamp duty payable (20) (20)
Trade creditors - (255)
Accruals - (5)
Intragroup receivable (from new subsidiaries) 2,503 -
Loan due to parent organisation (Alba) (550) (550)
Intangible fixed asset - fair value uplift - 5,106
Deferred tax on fair value uplift - (1,004)
----------------- -------------
Net assets acquired 5,950 5,950
----------------- -------------
As the transaction took place between two legal entities with
common control, it was deemed to be outside the scope of IFRS3, and
the acquisition method of accounting was adopted as the most
appropriate treatment.
Capitalisation of exploration and evaluation costs - GBP0.5
million
The capitalisation of exploration costs relating to the
exploration and evaluation phase requires management to make
judgements as to the future events and circumstances of a project,
especially in relation to whether an economically viable extraction
operation can be established. In making such judgements, the
Directors take comfort from the findings from exploration
activities undertaken, the fact the Group intends to continue these
activities and that the Company expects to be able to raise
additional funding to enable it to continue the exploration
activities.
Impairment assessment of exploration and evaluation costs -
GBP8.3 million
At each reporting date, management make a judgment as to whether
circumstances have changed following the initial capitalisation and
whether there are indicators of impairment. If there are such
indicators, an impairment review will be performed which could
result in the relevant capitalised amount being written off to the
income statement.
All of the current exploration projects are being actively
progressed, and in the short period between acquiring these assets
and listing on AIM, the Company does not believe any circumstances
have arisen to indicate these assets require impairment.
Company only - Impairment assessment of investment in and loans
to subsidiaries - GBP2.8 million
Impairment charges for the period (GBPnil)
In preparing the parent company Financial Statements, the
Directors apply their judgement to decide if any or all of the
company's investments in and loans to each of Obsidian Mining
Limited, White Eagle Resources Limited, and White Fox Resources
Limited should be impaired.
These companies have no source of funds other than their parent
company and the ability of the companies to repay their
inter-company debt and for the Company to gain value from its
investments in the companies is dependent on the future success of
the companies' exploration activities. In undertaking their review,
the Directors consider the outcome of their impairment assessment
of the relevant licences as detailed above.
In view of the recent acquisition of these permits at market
value, the Directors do not believe an impairment is appropriate in
relation to the investments or loans to these subsidiaries.
ii) ESTIMATES
Share-based payments - GBP39k
Share-based payments represent the fair value of shares issued
to employees of the Company, and warrants issued to third parties
in consideration for services provided. The cost of these
share-based payments is based on the number of options or warrants
awarded, the grant date and exercise price, the vesting period, and
calculated based on a Black-Scholes model whose input assumptions
are derived from market and other estimates. These estimates
include volatility rates (based on the Alba Mineral Resources plc
volatility of 82.17%), the risk-free rate (calculated to be 0.6%)
and the expected term of the options. For further details, see note
4.
Warrants awarded to ETX and to Cairn Financial Advisors LLP
(total value GBP127k) in the period were also calculated using a
Black-Scholes model with the same inputs as the employee share
options, however with different exercise prices and vesting dates
as set out in note 13.
Basis of preparation
These consolidated Financial Statements have been prepared in
accordance with UK-adopted international accounting standards
("UK-adopted IAS") as they apply to the Group for the period ended
30 November 2021 and with the Companies Act 2006. Numbers have been
rounded to GBP'000.
New standards, amendments, and interpretations effective for the
periods from 1 December 2021
Certain new accounting standards and interpretations have been
published that are not mandatory for 30 November 2021 reporting
periods and have not been early adopted by the Group. These
standards include:
Interest Rate Benchmark Reform - IBOR 'phase 2' (Amendments to
IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16) that addresses issues
that might affect financial reporting after the reform of an
interest rate benchmark including its replacement with an
alternative benchmark rate. These amendments are mandatorily
effective for periods beginning 1 January 2021.
IAS 37 - Onerous Contracts - Cost of Fulfilling a Contract
amending the standard regarding costs a company should include as
the cost of fulfilling a contract when assessing whether a contract
is onerous. These amendments are mandatorily effective for periods
beginning 1 January 2022.
IAS 16 - Property, Plant and Equipment - Proceeds before
Intended Use regarding proceeds from selling items produced while
bringing as asset into the location and condition necessary for it
to be capable of operating in the manner intended by management.
These amendments are mandatorily effective for periods beginning 1
January 2022.
IAS 1 - Presentation of Financial statements - The
classification of liabilities as current or non-current basing the
classification on contractual arrangements at the reporting date.
These amendments are effective for periods beginning 1 January
2023.
These standards are not expected to have a material impact on
the Group or Company in future reporting periods and on foreseeable
future transactions.
Basis of consolidation
The consolidated Financial Statements incorporate the Financial
Statements of the Company and companies controlled by the Company,
namely the Subsidiary Companies, drawn up to 30 November each
year.
Control is recognised where the Company has the power to govern
the financial and operating policies of an investee entity to
obtain benefits from its activities. The results of subsidiaries
acquired or disposed of during the period are included in the
consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, where
appropriate.
Where necessary, adjustments are made to the Financial
Statements of subsidiaries to bring the accounting policies used
into line with those used by the Group. All intra-group
transactions, balances, income and expenses
are eliminated on consolidation. Non-controlling interests in
the net assets of consolidated subsidiaries are identified
separately from the Group's equity therein.
Foreign currency
For the purposes of the consolidated Financial Statements, the
results and financial position of each Group entity are expressed
in pounds sterling, which is the presentation currency for the
consolidated Financial Statements, as well as the functional
currency for each of the entities within the Group.
In preparing the Financial Statements of the individual
entities, transactions in currencies other than the entity's
functional currency (foreign currencies) are recorded at the rates
of exchange prevailing at the dates of the transactions. At each
reporting date, monetary items denominated in foreign currencies
are retranslated at the rates prevailing at the reporting date.
Exchange differences arising are included in the profit or loss for
the period.
Share-based payments
Share-based compensation benefits are made on an ad-hoc basis on
the recommendations of the Remuneration Committee. The fair value
of warrants or options granted is recognised as an employee
benefits expense, with a corresponding increase in the share-based
payment reserve. The total amount to be expensed is determined by
reference to the fair value of the options granted:
-- including any market performance conditions (e.g., the entity's share price);
-- excluding the impact of any service and non-market
performance vesting conditions (e.g., profitability, sales growth
targets and remaining an employee of the entity over a specified
time period); and
-- including the impact of any non-vesting conditions (e.g., the
requirement for employees to save or hold shares for a specific
period of time).
The total expense is recognised over the vesting period, which
is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, the entity revises
its estimates of the number of options that are expected to vest
based on the non-market vesting and service conditions. It
recognises the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to the
share-based payment reserve.
Warrants issued as part of the cost of an equity raise (for
example as part of advisers' fees) are recorded at fair value as a
cost of that financing within Share Premium and Share-based Payment
Reserve.
Intangible assets: capitalised exploration and evaluation
costs
Pre-licence costs are expensed in the period in which they are
incurred. Expenditure on licence renewals and new licence
applications covering an area previously under licence are
capitalised in accordance with the policy set out below.
Once the legal right to explore has been acquired, exploration
costs and evaluation costs arising are capitalised on a
project-by-project basis, pending determination of the technical
feasibility and commercial viability of the project. Costs include
appropriate technical and administrative expenses. If a project is
successful, the related expenditures will be reclassified as
development and production assets and amortised over the estimated
life of the commercial reserves. Prior to this, no amortisation is
recognised in respect of such costs. When all licences comprising a
project are relinquished, a project is abandoned or is considered
to be of no further commercial value to the Company, the related
costs will be written off to administrative expense within profit
or loss. Deferred exploration costs are carried at historical cost
less any impairment losses recognised.
Impairment reviews for capitalised exploration and evaluation
expenditure are carried out on a project-by-project basis, with
each project representing a potential single cash generating unit.
In accordance with the requirements of IFRS 6, an impairment review
is undertaken when indicators of impairment arise such as:
-- unexpected geological occurrences that render the resource uneconomic;
-- title to the asset is compromised;
-- variations in mineral prices that render the project uneconomic;
-- substantive expenditure on further exploration and evaluation
of mineral resources which is neither budgeted nor planned; and
-- the period for which the Group has the right to explore has
expired and is not expected to be renewed.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (or cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised
for the asset (or cash-generating unit) in prior years. A reversal
of an impairment loss is recognised in profit or loss for the
year.
Financial instruments
Financial assets and financial liabilities are recognised in the
statement of financial position when the Group becomes a party to
the contractual provisions of the instrument.
Financial assets are classified as either:
-- those to be measured subsequently at fair value (either
through other comprehensive income or through profit or loss);
or
-- those to be measured at amortised cost.
The classification is dependent on the business model adopted
for managing the financial assets and the contractual terms of the
cash flows expected to be derived from the assets.
For assets measured at fair value, gains and losses will either
be recorded in profit or loss or other comprehensive income. For
investments in equity instruments that are not held for trading,
this will depend on whether the Group has made an irrevocable
election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive
income.
The Group's financial assets comprise equity instruments and
debt instruments as described below.
Impairment provisions for receivables and loans to related
parties are recognised based on a forward-looking expected credit
loss model. The methodology used to determine the amount of the
provision is based on whether there has been a significant increase
in credit risk since initial recognition of the financial asset.
For those where the credit risk has not increased significantly
since initial recognition of the financial asset, twelve month
expected credit losses along with gross interest income are
recognised. For those for which credit risk has increased
significantly, lifetime expected credit losses along with the gross
interest income are recognised. For those that are determined to be
credit impaired, lifetime expected credit losses along with
interest income on a net basis are recognised.
Investment in subsidiaries: Investment in subsidiaries,
comprising equity instruments and capital contributions, are
recognised initially at cost less any provision for impairment.
Loans to subsidiaries: Loans to subsidiaries, other than capital
contributions, are held for the collection of contractual cash
flows and are classified as being measured at amortised cost, net
of provision for impairment. Impairment is initially based on the
expected lifetime credit loss as applied to the portfolio of loans.
The loans are interest free and have no fixed repayment terms. As
such the loans are assessed as being credit impaired on inception
and lifetime expected credit losses are recognised with the amount
of provision being recognised in the profit or loss .
A loan is fully impaired when the relevant subsidiary recognises
an impairment of its deferred exploration expenditure, such that
the subsidiary is not expected to be able to repay the loan from
its existing assets.
Trade and other receivables: Trade and other receivables are
held for the collection of contractual cash flows and are
classified as being measured at amortised cost. They are recognised
initially at fair value and subsequently measured at amortised cost
using the effective interest method less provision for
impairment.
Cash and cash equivalents: Cash and cash equivalents include
cash on hand and deposits held at call with banks.
Trade and other payables: Trade and other payables are not
interest bearing and are recognised initially at fair value and
subsequently measured at amortised cost.
Financial liabilities:
-- Trade payables and other short-term monetary liabilities are
initially recognised at fair value and subsequently carried at
amortised cost using the effective interest method.
-- There are no financial liabilities classified as being at
fair value through profit or loss.
-- Borrowings are initially recognised at fair value net of any
transaction costs directly attributable to the issue of the
instrument. Such interest-bearing liabilities are subsequently
measured at amortised cost using the effective interest rate
method. Interest expense includes initial transaction costs and any
premium payable on redemption, as well as any interest or coupon
payable while the liability is outstanding.
-- Liability components of convertible loan notes are measured
as described further below.
Share capital: The Company's ordinary and deferred shares are classified as equity.
Warrants: Warrants are stated at their value, which is estimated
using a Black Scholes model where they are not issued as part of a
cash transaction.
Taxation
The charge for taxation is based on the profit or loss for the
period and takes into account deferred tax. The Group's liability
for current tax is calculated using tax rates that have been
enacted or substantively enacted by the reporting date. Deferred
tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the
Financial Statements and the corresponding tax bases used in the
computation of taxable profit or loss, and is accounted for using
the liability method.
Deferred tax assets are only recognised to the extent that it is
probable that future taxable profit will be available in the
foreseeable future against which the temporary differences can be
utilised.
2. ANALYSIS OF SEGMENTAL INFORMATION
The Group currently only has one primary reporting business
segment, exploration and development. The Group exploration assets
and investments along with capital expenditures are presented on
this basis below:
2021
GBP'000
-------
Total assets
Exploration and evaluation 8,259
Current assets 64
Cash 3,269
-------
11,592
=======
Capitalised exploration and evaluation expenditure
Exploration and evaluation - Greenland 475
475
=======
The Group's primary business activities are the exploration
projects in Greenland and its corporate head office in the UK. The
split of total assets and capitalised exploration and evaluation
expenditure between these locations is set out below:
2021
GBP'000
-------
Total assets
Greenland 8,259
United Kingdom 3,333
-------
11,592
=======
2021
GBP'000
Capitalised exploration and evaluation expenditure
Greenland 475
United Kingdom -
475
=======
The administrative expenditure in the income statement primarily
relates to central costs.
3. OPERATING LOSS
2021
GBP'000
-------
This is stated after charging:
Share-based payments charge 39
Auditor's remuneration
- Group audit services 32
- Group taxation advice 6
=======
Administration expenses are made up as follows:
2021
GBP'000
-------
Staff costs (including share-based payments) 166
Professional fees 70
Office, travel, and other 25
Management fees from parent 44
-------
Total 305
=======
4. DIRECTORS' EMOLUMENTS AND STAFF COSTS
During the period there were six permanent employees, being the
Directors (who are the key management personnel). There were no
temporary employees.
Group and Company 2021
GBP'000
-------
Staff and Directors' Remuneration
Salaries 50
Listing bonus - shares 45
Listing bonus - cash 20
Share based payment charge 39
Pension contributions 1
-------
Total remuneration 155
Social security costs 11
Total cost to Company 166
=======
Average number of employees 6
=======
The average number of employees in the Group and Company is
based on the period from 28 September 2021, when GreenRoc Mining
Plc became active. Prior to this, the Company was not considered
active, although the Board consisted of two Directors (George
Frangeskides and Michael Nott) who received no remuneration during
this period.
Salary Bonus Pension Fair Value of options Total
2021 2021 2021 2021 2021
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------- ------- ------- --------------------- -------
Directors
Kirk Adams 19 20 1 16 56
Jim Wynn 7 5 0 4 16
George Frangeskides 9 20 - 16 45
Lars Brünner 5 10 - - 15
Mark Austin 5 - - 3 8
Mark Rachovides 5 10 - - 15
Total 50 65 1 39 155
======= ======= ======= ===================== =======
Upon listing, Kirk Adams and George Frangeskides were awarded
200,000 bonus shares at a value of 10 pence per share, while Jim
Wynn was awarded 50,000 bonus shares at 10 pence a share. Lars
Brünner and Mark Rachovides were awarded cash bonuses of GBP10k
each. These bonuses were compensation for work undertaken relating
to the fundraising and admission process prior to 28 September
2021.
During the period, Kirk Adams was the highest-paid employee,
receiving remuneration totalling GBP56k as per the table above.
There were no employees other than Directors, whose remunerations
is fully disclosed in the above table.
Other than the bonuses paid at listing, no bonuses were paid to
any Directors in respect of the period to 30 November 2021.
During the period the Company granted share options to the
Directors as follows:
No options Date of grant Exercise price
Kirk Adams 1,500,000 28-Sep-21 GBP0.10
Jim Wynn 400,000 28-Sep-21 GBP0.10
George Frangeskides 1,500,000 28-Sep-21 GBP0.10
Mark Austin 300,000 28-Sep-21 GBP0.10
Total options at 30 November 2021 3,700,000
The above share options vest after the following periods have
elapsed since the date of grant: 12.5% after 6 months; 12.5% after
9 months; 25% after 12 months; 12.5% after 15 months; 12.5% after
18 months; 12.5% after 21 months; and 12.5% after 24 months. No
share options were exercisable at the period end.
The total estimated value of the share-based remuneration
provided to Directors was GBP239k, which will be expensed over the
vesting period of each tranche. These values were derived from a
Black Scholes model as described in note 1.
5. INCOME TAXES
a) Analysis of charge in the period
2021
GBP'000
--------
United Kingdom corporation tax at 19% -
Deferred taxation -
-
========
b) Factors affecting tax charge/(credit) for the period
The tax assessed on the loss for the period before tax differs
from the standard rate of corporation tax in the UK which is 19%.
The differences are explained below:
2021
GBP'000
-------
Loss before tax (306)
=======
Loss multiplied by standard rate of tax 58
Effects of:
Disallowed expenses (7)
Deferred tax assets not recognised (51)
-
======================================== =======
A deferred tax asset has not been recognised in respect tax
losses and accelerated capital allowances, due to uncertainty that
the potential asset will be recovered.
A deferred tax liability of GBP1.0 million was recognised as
part of the fair value accounting for the acquisition of the Alba
subsidiaries, representing the taxation impact of the fair value
uplift of the intangible assets acquired, which would not be an
allowable deduction from tax profits in future periods.
6. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the loss
attributed to ordinary shareholders of GBP306k by the weighted
average number of shares of 27,531,396 in issue during the period.
The diluted earnings per share calculation is identical to that
used for basic earnings per share as warrants are not dilutive due
to the losses incurred.
7. INTANGIBLE FIXED ASSETS
Group Amitsoq Thule Black Sands Inglefield Melville Bay Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------- ----------------- ---------- ------------ -------
At incorporation - - - - -
Acquired through business combination (note 1) 3,096 3,715 199 774 7,784
Additions 179 296 - - 475
------- ----------------- ---------- ------------ -------
Net Book Value at 30 November 2021 3,275 4,011 199 774 8,259
======= ================= ========== ============ =======
No amortisation was recorded in respect of these assets.
8. COMPANY INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
Investments Loans Total
GBP'000 GBP'000 GBP'000
----------- ------- -------
At acquisition 4,017 2,503 6,520
Additions - 318 318
At 30 November 2021 4,017 2,821 6,838
=========== ======= =======
At 30 November 2021 the Company held interests in the issued
ordinary share capital of the following subsidiary undertakings,
which are included in the consolidated Financial Statements and are
unlisted:
Name of company Country of incorporation Ownership Nature of Business
of ordinary holding
shares
------------------------------ ------------------------- ------------- ---------- ------------
Obsidian Mining Limited England & Wales 100% Direct Exploration
White Eagle Resources Limited England & Wales 100% Direct Exploration
White Fox Resources Limited England & Wales 100% Direct Exploration
These companies have their registered office at 6th Floor, 60
Gracechurch Street, London EC3V 0HR.
9. LOANS TO SUBSIDIARIES
The following amounts were owed by subsidiaries to GreenRoc
Mining Plc at 30 November 2021:
Obsidian Mining Ltd White Eagle Resources Ltd White Fox Resources Ltd Total
GBP'000 GBP'000 GBP'000 GBP'000
------------------- ------------------------- ----------------------- -------
Loans to subsidiaries 1,408 1,245 168 2,821
=================== ========================= ======================= =======
10. TRADE AND OTHER RECEIVABLES
Group Company
Current GBP'000 GBP'000
------- -------
VAT receivable 64 64
64 64
======= =======
VAT receivable relates to input VAT on supplies during the
period, which the Company expects to recover once its VAT
registration is in place.
11. CASH AND CASH EQUIVALENTS
Group Company
GBP'000 GBP'000
------- -------
Cash at bank and in hand 3,269 3,269
======= =======
The fair value of cash at bank is the same as its carrying
value.
12. TRADE AND OTHER PAYABLES
Group Company
Current GBP'000 GBP'000
------- -------
Trade creditors 398 33
Accruals and deferred income 84 32
Loan due to parent entity 52 52
------- -------
534 117
======= =======
The fair value of trade and other payables approximates to their
book value.
13. CALLED UP SHARE CAPITAL
Number of Share capital Deferred shares Share premium Total
shares
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------- ----------- ------------- --------------- ------------- -------
Allotted, called up and fully paid
Ordinary shares of GBP0.001 pence 111,200,001 111 - 10,033 10,144
Deferred shares of GBP0.099 500,000 - 50 - 50
Total 111,700,001 111 50 10,033 10,194
===================================== =========== ============= =============== ============= =======
Incorporation
The Company was incorporated on 17 March 2021, with an issued
share capital of GBP50,000 made up of 5,000,000 ordinary shares of
GBP0.01 ("Old Ord Shares").
On incorporation, the Company issued and allotted 4,999,999 Old
Ord Shares of GBP0.01 to Alba and 1 Old Ord Share of GBP0.01 to
George Frangeskides. One share was issued to Mr Frangeskides
because of the requirement that a public company have at least two
shareholders.
Share Restructure
On 27 July 2021, Alba and George Frangeskides entered into
undertakings to pay up the issued share capital of the Company; and
the Company's ordinary shares were restructured into new ordinary
shares of GBP0.001 each (being the "Ordinary Shares") with Alba and
George Frangeskides holding 499,990 Ordinary Shares and 10 Ordinary
Shares respectively. This was achieved by the following steps:
(i) consolidating the 5,000,000 ordinary shares of GBP0.01 in
the capital of the Company into 500,000 ordinary shares of GBP0.1
each (the "Interim Ordinary Shares"); and
(ii) each Interim Ordinary Share then being converted into one
deferred share of GBP0.099 each (the "Deferred Shares") and one
Ordinary Share of GBP0.001 each, resulting in 500,000 Deferred
Shares and 500,000 Ordinary Shares.
Allotment of shares for the acquisition of the Greenland
subsidiaries
On 22 September 2021, GreenRoc Mining Plc agreed to acquire,
conditional upon Admission, the entire share capital in OML, WER
and WFR from Alba (see note 1). The consideration paid by GreenRoc
for these shares totalled GBP6.0 million, in the form of 59.5
million shares in the Company at a value of 10 pence per share, the
price at which the shares were admitted to the AIM list of the
London Stock Exchange on 28 September 2021, and GBP50k in cash.
IPO and Placing in September 2021
On 28 September 2021, the Company was admitted to the AIM Market
of the London Stock Exchange, and at the same time allotted
50,750,000 Ordinary Shares at a price of 10 pence per share,
raising gross proceeds of GBP5.1 million. Costs associated with the
listing amounted to GBP0.8 million and the net proceeds raised were
GBP4.3 million.
Warrant instruments
On 22 September 2021 the Company entered into a warrant
Instrument with its broker, ETX Capital ("ETX"), pursuant to which
the Company, conditional upon Admission, granted warrants over
1,500,000 Ordinary Shares to ETX Capital ("ETX Warrants"). The ETX
Warrants are valid until 28 September 2024, and 750,000 have an
exercise price of 12.5 pence, while 750,000 have an exercise price
of 15 pence.
On 22 September 2021 the Company entered into a warrant
instrument with its Nominated Adviser, Cairn Financial Advisers LLP
("Cairn"), pursuant to which the Company, conditional upon
Admission, granted warrants over 1,112,000 Ordinary Shares to Cairn
("the Cairn Warrants"). The Cairn Warrants are also valid until 28
September 2024, and have an exercise price of 10 pence.
The Fair Value of these Warrants was determined based on a
Black-Scholes model, taking into account the period of vesting, the
exercise price, the number of warrants, and market information such
as price volatility (for which the historic volatility of Alba
Mineral Resources plc was used). See notes 1 and 4 for further
details.
The ETX Warrants were valued at GBP68k while the Cairn Warrants
were valued at GBP59k. The total value of GBP127k was taken against
Share Premium as it was deemed to be a cost of the listing.
Employee bonus shares
Upon listing, the Company allotted 200,000 shares each to George
Frangeskides and Kirk Adams, and 50,000 shares to Jim Wynn, all at
10 pence per share, in compensation for work undertaken for the
Company prior to the IPO.
The movement in shares in issue, share capital, deferred share
capital and share premium during the period is therefore as
follows:
Old Ord Ordinary Deferred Share Deferred shares Share premium Total
Shares Shares Shares capital
of GBP0.10 of of GBP0.099 GBP'000 GBP'000 GBP'000 GBP'000
GBP0.001
----------- ----------- ------------ ----------- ---------------- --------------- -------
Incorporation 5,000,000 - - 50 - - 50
Share restructure (5,000,000) 500,000 500,000 (50) 50 - -
Acquisition of
subsidiaries - 59,500,001 - 60 - 5,890 5,950
September 2021
placing at IPO - 50,750,000 - 51 - 5,025 5,076
Listing costs - - - - - (800) (800)
Warrants - - (127) (127)
Employee bonus shares - 450,000 - 0 - 45 45
----------- ----------- ------------ ----------- ---------------- --------------- -------
At 30 November 2021 - 111,200,001 500,000 111 50 10,033 10,194
----------- ----------- ------------ ----------- ---------------- --------------- -------
14. RESERVES
The following describes the nature and purpose of certain
reserves within owners' equity:
Share premium Amounts subscribed for share capital in excess of
nominal value less costs of issue.
Share-based payment Amounts charged each period in relation to share options
reserve and warrants.
---------------------------------------------------------
The share-based payment reserve movement of GBP166k in the
period consists of GBP39k in respect of the fair value of employee
share options, and GBP127k relating to the warrants issued as part
of the cost of listing. See notes 1 and 13 for further details.
15. CAPITAL COMMITMENTS
As at 30 November 2021, the Company had commitments to spend at
least GBP105k in calendar year 2022 on its Greenland licences,
being in approximate terms the aggregate minimum expenditure
commitments required under the licences after taking into account
expenditures in excess of minimum requirements in previous years
carried forwards.
16. CONTINGENT LIABILITIES
The Company had no contingent liabilities at the end of the
period.
17. FINANCIAL INSTRUMENTS
The Group's financial instruments comprise investments, cash at
bank, and various items such as debtors, loans, and creditors. The
Group has not entered into derivative transactions, nor does it
trade financial instruments as a matter of policy.
Credit risk
The Group's credit risk arises primarily from cash at bank,
other debtors, and the risk the counterparty fails to discharge its
obligations.
The Company holds its cash with MetroBank Plc whose credit
rating is B+.
The Company's credit risk primarily arises from intercompany
debtors, and this is reviewed annually in the course of reviewing
the Expected Credit Loss ("ECL") provision required under IFRS 9.
At period end, no provision was deemed necessary in respect of ECL
on the basis that the loans to subsidiaries had recently been taken
on, at 28 September 2021. At this point, they had been revalued at
Fair Value, and there were no subsequent events that gave any
indication that the underlying assets would not be able to support
the repayment of the loans in full.
Funding risk
Funding risk is the possibility that the Group might not have
access to the financing it needs. The Group's continued future
operations depend on the ability to raise sufficient working
capital through the issue of equity share capital. The Directors
are confident that adequate funding will be forthcoming with which
to finance operations. The Directors have a strong track record of
raising funds as required both as GreenRoc as well as within Alba.
Controls over expenditure are carefully managed and activities
planned to ensure that the Group has sufficient funding.
Liquidity risk
Liquidity risk arises from the management of cash funds and
working capital. The risk is that the Group will fail to meet its
financial obligations as they fall due. The Group operates within
the constraints of available funds and cash flow projections are
produced and regularly reviewed by management.
Interest rate risk profile of financial assets
The only financial assets (other than short term debtors) are
cash at bank and in hand, which comprises money at call. The
interest earned in the period was negligible. The Directors believe
the fair value of the financial instruments is not materially
different to the book value.
Foreign currency risk
The Group incurs costs denominated in foreign currencies
(including Danish Krone and Euros) which gives rise to short term
exchange risk. The Group does not currently hedge against these
exposures as they are deemed immaterial and there is no material
exposure as at the period end.
Market risk
The underlying value of the Group's assets is exposed to the
spot price in the relevant commodities, notably graphite (Amitsoq),
ilmenite (TBS), iron ore (Melville Bay), and gold/copper/cobalt
(Inglefield).
Categories of financial instrument
Group Company
2021 2021
GBP'000 GBP'000
------- -------
Financial assets
Held at amortised cost:
Intercompany receivables - 2,821
Trade and other receivables 64 64
64 2,885
======= =======
Financial liabilities
Loan due to parent entity 52 52
Trade and other payables 398 33
Financial liabilities held at amortised cost 450 85
======= =======
18. CAPITAL MANAGEMENT
The Group's objective when managing capital is to safeguard the
entity's ability to continue as a going concern and develop its
mining and exploration activities to provide returns for
shareholders. The Group's funding to date has been comprised of
equity. The Directors consider the Company's capital and reserves
to be capital. When considering the future capital requirements of
the Group and the potential to fund specific project development
via debt, the Directors consider the risk characteristics of all
the underlying assets in assessing the optimal capital
structure.
19. RELATED PARTY TRANSACTIONS
Company
Transactions between the Company and its subsidiaries, which are
related parties of the Company, have been eliminated on
consolidation. The loan balances and transactions in the period
with the subsidiaries are disclosed in note 9. Details of
transactions between the Company and other related parties are
disclosed below.
Group
Alba Mineral Resources Plc, which owns 54% of the Company's
issued shares, charged fees for services in the period amounting to
GBP44k. These fees were calculated in accordance with the terms of
the Services Agreement between the Company and Alba signed in
September 2021, and relate to finance, management, technical and
other professional activities, as well as the pass-through of
certain costs settled by Alba on behalf of GreenRoc (for example
travel expenditures for the Greenland field trips undertaken in
October and November 2021). These charges were at arm's-length
rates.
The Financial Statements for Alba are available on their website
at www.albamineralresources.com .
20. EVENTS AFTER THE REPORTING PERIOD
On 8 March 2022, the Company announced a Maiden JORC Resource in
respect of its Amitsoq deposit in the amount of 8.3 million tonnes
of Indicated and Inferred Resources at an average grade of 19.75%
graphitic carbon. See the CEO's Statement for further details.
There were no other significant post-balance sheet events.
**ENDS**
For further information, please visit
www.albamineralresources.com or contact:
Alba Mineral Resources plc
George Frangeskides, Executive Chairman +44 20 3950 0725
SPARK Advisory Partners Limited (Nomad)
Andrew Emmott +44 20 3368 3555
ETX Capital (Broker)
Thomas Smith +44 20 7392 1494
St Brides Partners (Financial PR)
Isabel de Salis / Catherine Leftley alba@stbridespartners.co.uk
Alba's Projects and Investments
Mining Projects Operated Location Ownership
by Alba
Clogau (gold) Wales 90%
----------- ----------
Dolgellau Gold Exploration
(gold) Wales 90-100%
----------- ----------
Gwynfynydd (gold) Wales 100%
----------- ----------
Limerick (zinc-lead) Ireland 100%
----------- ----------
Investments Held by Alba Location Ownership
----------- ----------
GreenRoc Mining Plc (mining) Greenland 54%
----------- ----------
Horse Hill (oil) England 11.765%
----------- ----------
Forward Looking Statements
This announcement contains forward-looking statements relating
to expected or anticipated future events and anticipated results
that are forward-looking in nature and, as a result, are subject to
certain risks and uncertainties, such as general economic, market
and business conditions, competition for qualified staff, the
regulatory process and actions, technical issues, new legislation,
uncertainties resulting from potential delays or changes in plans,
uncertainties resulting from working in a new political
jurisdiction, uncertainties regarding the results of exploration,
uncertainties regarding the timing and granting of prospecting
rights, uncertainties regarding the timing and granting of
regulatory and other third party consents and approvals,
uncertainties regarding the Company's or any third party's ability
to execute and implement future plans, and the occurrence of
unexpected events.
Without prejudice to the generality of the foregoing,
uncertainties also exist in connection with the ongoing Coronavirus
(COVID-19) pandemic which may result in further lockdown measures
and restrictions being imposed by Governments and other competent
regulatory bodies and agencies from time to time in response to the
pandemic, which measures and restrictions may prevent or inhibit
the Company from executing its work activities according to the
timelines set out in this announcement or indeed from executing its
work activities at all. The Coronavirus (COVID-19) pandemic may
also affect the Company's ability to execute its work activities
due to personnel and contractors testing positive for COVID-19 or
otherwise being required to self-isolate from time to time.
Actual results achieved may vary from the information provided
herein as a result of numerous known and unknown risks and
uncertainties and other factors.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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END
MSCFLFSDVFIRLIF
(END) Dow Jones Newswires
March 17, 2022 03:00 ET (07:00 GMT)
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