TIDMEMH
RNS Number : 0006T
European Metals Holdings Limited
15 March 2019
15 March 2019 For immediate release
EUROPEAN METALS HOLDINGS LIMITED
Unaudited Interim Financial Report
For the six months ended 31 December 2018
The Directors of European Metals Holdings Limited ("European
Metals" or "the Company") (ASX & AIM: EMH), the specialty
lithium exploration and development company with assets in the
Czech Republic, are pleased to release its interim unaudited
financial report for the half year ended 31 December 2018.
A copy of the European Metals Half Year Report is also available
on the Company's website at www.europeanmet.com.
ENQUIRIES:
European Metals Holdings Limited
Keith Coughlan, Chief Executive Tel: +61 (0) 419 996 333
Officer Email: keith@europeanmet.com
Tel: +44 (0) 20 7440 0647
Kiran Morzaria, Non-Executive
Director Tel: +61 (0) 8 6245 2057
Email: julia@europeanmet.com
Julia Beckett, Company Secretary
Beaumont Cornish (Nomad & Tel: +44 (0) 20 7628 3396
Broker) Email: corpfin@b-cornish.co.uk
Michael Cornish
Roland Cornish
The information contained within this announcement is considered
to be inside information, for the purposes of Article 7 of EU
Regulation 596/2014, prior to its release. The person who arranged
for the release of this announcement on behalf of the Company was
Keith Coughlan, Director.
DIRECTORS' REPORT
Your Directors submit the financial report of the consolidated
group for the half year ended 31 December 2018.
Directors
The names of the directors who held office during or since the
end of the half-year.
Mr Keith Coughlan Managing Director, Appointed 6 September 2013
CEO
Mr David Reeves Non-Executive Chairman Appointed 6 March 2014
Mr Richard Executive Director Appointed 27 June 2017
Pavlik
Mr Kiran Morzaria Non-Executive Director Appointed 10 December 2015
Results of Operations
The consolidated loss for the half year ended 31 December 2018
amounted to $2,188,030 (2017: $1,877,730 loss).
Review of Operations
During the period the Company focused on continued progress in
the development of the globally significant Cinovec Lithium/Tin
Project in Czech Republic ("the project" of "Cinovec").
Highlights in the period include:
Project Development
The Company completed additional roast optimisation testwork
early in the quarter and reported that sustained improved
recoveries had resulted in a predicted increase in lithium
carbonate modelled production to 22,500 tpa from the project. This
is likely to improve cash margins on the Project by approximately
10%. The Company also reported that the optimised reagent mix
developed during the testwork as compared to that reported in the
PFS resulted in the elimination of all high cost inputs to the
roast predicted previously. The use of low cost waste gypsum from
local power plants as a roasting reagent not only enhances the
economics of the project, but is a significant positive
environmental outcome for the region.
On 4 September 2018 the Company confirmed the commencement on
the development of an updated Preliminary Feasibility Study (PFS)
modelling the economics of the production of lithium hydroxide from
Cinovec ore. The updated PFS included a process flowsheet whereby
battery grade lithium hydroxide may be precipitated directly from
the roast and water leach steps.
Further advancements made in the development of the Cinovec
Project and reported at that time include:
-- Permits required for the DFS resource drilling campaign had been granted.
-- A total of 13 drill holes for a total drilled length of 3,386
metres had been permitted.
-- The first 4 geotechnical drill holes at the proposed site of
the mine portal had been completed.
-- Testing of the revised lithium hydroxide product flowsheet
had commenced on schedule.
During the period testwork at Dorfner Anzaplan in Germany had
commenced on schedule.
On 5 November 2018, the Company provided a project update
highlighting further significant advancements to the Cinovec
Project including the following highlights:
-- The planned diamond drilling resource campaign has commenced.
-- A total of eight resource drill holes will be completed
during this campaign with the first hole already completed.
-- Geophysical logging of the first four geotechnical drill
holes at the proposed mine portal site has been completed.
-- A further five geotechnical drill holes are planned once
resource drilling has been completed
Operations
On 7 November 2018, the Directors announced the appointment of
WH Ireland Limited as Joint Broker to the Company.
Significant Change in State of Affairs
On 19 November 2018, the Company announced that it had raised
gross proceeds of GBP1,035,500 (approximately AUD $1.82 million
(before costs) via a share placing to Australian and UK investors.
The raising was completed on 27 November 2018 through an issue of
5,177,500 CDIs at a price of 20p or 35.1 cents.
On 14 December 2018, 1,650,000 CDIs issued to the Directors of
the Company at A$0.725 per share were released from escrow.
As at 31 December 2018 the issued performance shares including
the terms and conditions were as follows:
Number Description Summary Terms & Conversion Hurdles
1,000,000 A Class Performance Convert into Shares and an equivalent number
Shares of CDIs upon the Company's Mineral Resource
at Cinovec South and Cinovec Main being entered
in the State Balance. The A Class Performance
Shares and B Class Performance Shares shall
convert into the number of Shares and equivalent
number of CDIs equal to 1,000,000 multiplied
by 0.5 and divided by the greater of: (A)
$0.50 per CDI; and (B) the volume weighted
average price of CDIs (expressed as a decimal
of $1.00) as calculated over the 5 ASX trading
days prior to the date the Mineral Resource
is entered.
1,000,000 B Class Performance
Shares
--------------------- ----------------------------------------------------
1,000,000 A Class Performance Convert into Shares and an equivalent number
Shares of CDIs upon the issuance of the preliminary
mining licenses relating to the Cinovec Project.
The A Class Performance Shares and B Class
Performance Shares shall convert into the
number of Shares and equivalent number of
CDIs equal to 1,000,000 multiplied by 0.5
and divided by the greater of: (A) $0.50 per
CDI; and (B) the volume weighted average price
of CDIs (expressed as a decimal of $1.00)
as calculated over the 5 ASX trading days
prior to the date the final preliminary mining
license is issued.
1,000,000 B Class Performance
Shares
--------------------- ----------------------------------------------------
3,000,000 A Class Performance Convert into Shares and an equivalent number
Shares of CDIs upon the completion of a definitive
feasibility study (DFS). For clarity, the
DFS must be: (i) of a standard suitable to
be submitted to a financial institution as
the basis for lending of funds for the development
and operation of mining activities contemplated
in the study; (ii) capable of supporting a
decision to mine on the Permits; and (iii)
completed to an accuracy of +/- 15% with respect
to operating and capital costs and display
a pre-tax net present value of not less than
US$250,000,000. The A Class Performance Shares
and B Class Performance Shares shall convert
into the number of Shares and equivalent number
of CDIs equal to 3,000,000 multiplied by 0.5
and divided by the greater of: (A) $0.50 per
CDI; and (B) the volume weighted average price
of CDIs (expressed as a decimal of $1.00)
as calculated over the 5 ASX trading days
prior to date of receipt of the completed
DFS.
3,000,000 B Class Performance
Shares
--------------------- ----------------------------------------------------
Tenement Schedule
Permit Code Deposit Interest Acquired Interest
at beginning / Disposed at end of
of Quarter Quarter
Cinovec 100% N/A 100%
-------------------- --------------- -------------- ------------ -----------
Cinovec
II 100% N/A 100%
-------------------- -------------- ------------ -----------
Cinovec
III 100% N/A 100%
-------------------- -------------- ------------ -----------
Exploration Cinovec
Area IV N/A 100% N/A 100%
--------- --------- -------------- ------------ -----------
Preliminary Cinovec Cinovec
Mining Permit I East 100% N/A 100%
--------- --------- -------------- ------------ -----------
Cinovec Cinovec
II South 100% N/A 100%
--------- -------------------------- -------------- ------------ -----------
Significant events after the reporting date
Post the quarter, the Company announced initial results from its
current eight core-hole resource drilling programme at the Cinovec
Project. Drilling of five of the eight holes was reported as
completed. The Company is pleased with the results of the drilling
programme to date and believes that the programme will achieve its
aim of bringing a portion of the resource in to the measured
category. This work forms part of the Company's ongoing Definitive
Feasibility Study.
On 16 January 2019, the Company confirmed that it received a
letter from Krupa Global Investments (KGI) purporting to make an
indicative offer on behalf of the Ceske Litihium company (a member
of the KGI Group) to purchase the lithium mining and processing
project at Cinovec. Considering the absence of any details with
regards to price, terms or conditions, the Company was unable to
provide any further information to the market and was unable to
fully consider the purported offer.
There were no other significant events after the reporting
period.
Auditor's Independence Declaration
The auditor's independence declaration for the half year ended
31 December 2018 has been received and can be found on page 6 of
the financial report.
This report of the Directors is signed in accordance with a
resolution of the Board of Directors.
Keith Coughlan
MANAGING DIRECTOR
15 March 2019
AUDITOR'S INDEPENCE DECLARATION
15 March 2019
Board of Directors
European Metals Holdings Limited
Suite 12, Level 1
11 Ventnor Avenue
WEST PERTH WA 6005
Dear Sirs
RE: European Metals HOLDINGS LIMITED
In accordance with section 307C of the Corporations Act 2001, I
am pleased to provide the following declaration of independence to
the directors of European Metals Holdings Limited.
As Audit Director for the review of the financial statements of
European Metals Holdings Limited for the six months ended 31
December 2018, I declare that to the best of my knowledge and
belief, there have been no contraventions of:
(i) the auditor independence requirements of the Corporations
Act 2001 in relation to the review; and
(ii) any applicable code of professional conduct in relation to the review.
Yours faithfully
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
(An Authorised Audit Company)
Samir R Tirodkar
Director
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE HALF YEARED 31 DECEMBER 2018
Note 31 Dec 2018 31 Dec 2017
$ $
Revenue - Interest income 1,296 1,592
Professional fees (565,398) (167,288)
Audit and compliance fees (18,295) (13,175)
Advertising and promotion (45,667) (28,116)
Share based payment expense 5 (909,898) (1,179,212)
Depreciation (1,089) (267)
Employee benefits (341,191) (225,670)
Travel and accommodation (104,582) (62,485)
Share registry fees (57,129) (79,741)
Insurance (8,134) (11,668)
Rent and utilities (35,658) (39,619)
Directors Fees (30,000) -
Other administration expenses (13,595) (72,081)
------------ ------------
Loss before income tax (2,129,340) (1,877,730)
Income tax expense (58,690) -
------------ ------------
Loss for the period (2,188,030) (1,877,730)
Other comprehensive income
Items that will not be reclassified - -
to profit or loss
Items that may be reclassified subsequently
to profit or loss
- Exchange differences on translating
foreign operations 334,069 431,736
------------ ------------
Other comprehensive income/(loss)
for the period, net of tax 334,069 431,736
Total comprehensive loss for the
period (1,853,961) (1,445,994)
============ ============
Net Loss attributable to:
members of the parent entity (2,188,030) (1,877,730)
(2,188,030) (1,877,730)
============ ============
Total Comprehensive loss attributable
to:
members of the parent entity (1,853,961) (1,445,994)
(1,853,961) (1,445,994)
============ ============
Basic and diluted loss per CDI 3 (0.02) (0.01)
The above statement should be read in conjunction with the
accompanying condensed notes.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2018
Note 31 Dec 2018 30 June 2018
$ $
CURRENT ASSETS
Cash and cash equivalents 2,006,627 2,223,109
Trade and other receivables 51,484 32,640
Other assets 17,136 11,982
TOTAL CURRENT ASSETS 2,075,247 2,267,731
------------ ------------
NON-CURRENT ASSETS
Property, plant and equipment 385,755 372,997
Exploration and evaluation expenditure 4 11,298,254 10,169,177
Intangible assets 6,301 6,056
------------ ------------
TOTAL NON-CURRENT ASSETS 11,690,310 10,107,460
------------ ------------
TOTAL ASSETS 13,765,557 12,815,961
------------ ------------
CURRENT LIABILITIES
Trade and other payables 535,996 342,214
Provisions - employee entitlements 79,874 74,649
TOTAL CURRENT LIABILITIES 615,870 416,863
------------ ------------
TOTAL LIABILITIES 615,870 416,863
------------ ------------
NET ASSETS 13,149,687 12,399,098
============ ============
EQUITY
Issued capital 5 22,079,054 20,413,074
Reserves 6,419,943 5,147,304
Accumulated losses (15,349,310) (13,161,280)
------------ ------------
TOTAL EQUITY 13,149,687 12,399,098
============ ============
The above statement should be read in conjunction with the
accompanying condensed notes.
CONSOLIDATED STATEMENT OF changes in equity
FOR THE HALF YEARED 31 DECEMBER 2018
Issued Capital Options, Foreign Currency Accumulated
warrants, Translation Losses Total
loan CDIs Reserve
and performance
shares Reserves
$ $ $ $ $
Balance at 1 July
2017 15,587,656 3,087,801 325,644 (8,506,071) 10,495,030
Loss attributable
to members of the
Company - - - (1,877,730) (1,877,730)
Other comprehensive
loss - 431,736 - 431,736
-------------- ---------------- ---------------- ------------ -----------
Total comprehensive
loss for the period - - 431,736 (1,877,730) (1,445,994)
-------------- ---------------- ---------------- ------------ -----------
Transactions with
owners, recognised
directly in equity
CDIs issued during
the period, net of
costs 4,834,722 - - - 4,834,722
Equity based payments - 29,559 - - 29,559
CDIs issued pursuant
to loan plan - 1,149,653 - - 1,149,653
Balance at 31 December
2017 20,422,378 4,267,013 757,380 (10,383,801) 15,062,970
============== ================ ================ ============ ===========
Balance at 1 July
2018 20,413,074 4,303,819 843,485 (13,161,280) 12,399,098
Loss attributable
to members of the
Company - - - (2,188,030) (2,188,030)
Other comprehensive
income - 334,069 - 334,069
-------------- ---------------- ---------------- ------------ -----------
Total comprehensive
income/(loss) for
the period - - 334,069 (2,188,030) (1,853,961)
-------------- ---------------- ---------------- ------------ -----------
Transactions with
owners, recognised
directly in equity
Shares issued during
the period, net of
costs 1,665,980 28,672 - - 1,694,652
Equity based payment - 909,898 - - 909,898
Balance at 31 December
2018 22,079,054 5,242,389 1,177,554 (15,349,310) 13,149,687
============== ================ ================ ============ ===========
The above statement should be read in conjunction with the
accompanying condensed notes.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE HALF YEARED 31 DECEMBER 2018
31 Dec 2018 31 Dec 2017
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees (1,123,926) (733,290)
Interest received 1,296 1,592
R&D Rebate - 174,305
Net cash used in operating activities (1,122,630) (557,393)
-------------------------------- --------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for exploration and evaluation
expenditure (798,087) (1,290,091)
Payments for property, plant and equipment - -
Net cash used in investing activities (798,087) (1,290,091)
-------------------------------- --------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of CDIs 1,817,303 5,018,667
Proceeds from related party - 200,000
Repayment of related party - (200,000)
Capital raising costs (122,651) (186,632)
Net cash from financing activities 1,694,652 4,832,035
-------------------------------- --------------------------------
Net decrease in cash and cash equivalents (226,065) 2,984,551
Cash and cash equivalents at the beginning
of the financial period 2,223,109 446,112
Foreign currency translation 9,583 1,812
-------------------------------- --------------------------------
Cash and cash equivalents at the end
of financial period 2,006,627 3,432,475
================================ ================================
The above statement should be read in conjunction with the
accompanying condensed notes.
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEARED 31 DECEMBER 2018
NOTE 1: BASIS OF PREPARATION
Statement of compliance
The half-year financial report is a general purpose financial
report prepared in accordance with the Corporations Act 2001 and
AASB 134 'Interim Financial Reporting'. Compliance with AASB 134
ensures compliance with International Financial Reporting Standard
IAS 34 'Interim Financial Reporting'. The half-year report does not
include notes of the type normally included in an annual financial
report and shall be read in conjunction with the most recent annual
financial report.
Basis of preparation
The consolidated financial statements have been prepared on the
basis of historical cost, except where applicable for the
revaluation of certain non-current assets and financial
instruments. Cost is based on the fair values of the consideration
given in exchange for assets. All amounts are presented in
Australian dollars, unless otherwise noted.
The accounting policies and methods of computation adopted in
the preparation of the half-year financial report are consistent
with those adopted and disclosed in the Group's 2018 annual
financial report for the financial year ended 30 June 2018, except
for the impact of the Standards and Interpretations described
below. These accounting policies are consistent with Australian
Accounting Standards and with International Financial Reporting
Standards.
Changes in accounting policies, accounting standards and
interpretations
The accounting policies adopted in the preparation of the
interim consolidated financial statements are consistent with those
followed in the preparation of the Group's annual consolidated
financial statements for the year ended 30 June 2018. All
applicable new standards and interpretations effective since 1
January 2018 have been adopted. There was no significant impact on
the Group.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that may have a financial impact on the entity and
that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future.
The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions
that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities are discussed
below.
Share-based payments
The value attributed to share options, warrants, performance
shares, loan CDIs and remuneration shares issued is an estimate
calculated using where an applicable mathematical formula based on
Black-Scholes option pricing model. The choice of models and the
resultant values require assumptions to be made in relation to the
likelihood and timing of the conversion of the options, warrants,
performance shares, loan CDIs to shares and the value and
volatility of the price of the underlying shares. Details of
share-based payments assumptions are detailed in Note 6.
New and amended accounting standards adopted by the Group
The Group has considered the implications of new or amended
Accounting Standards which have become applicable for the current
financial reporting period and the Group had to change its
accounting policies as a result of adopting the following
standards:
- AASB 9: Financial Instruments; and
- AASB 15: Revenue from Contracts with Customers
The adoption of these amended standards has had no significant
impact on the Group's financial statements given the Group's
current state of operations.
New Accounting Standards for Application in Future Periods
AASB 16: Leases (applicable to annual reporting periods
beginning on or after 1 January 2019).
The directors anticipate that the adoption of AASB 16 will not
have a significant impact on the Group's financial statements.
NOTE 2: OPERATING SEGMENTS
The accounting policies used by the Group in reporting segments
are in accordance with the measurement principles of Australian
Accounting Standards.
The Group has identified its operating segments based on the
internal reports that are provided to the Board of Directors,
according to AASB 8 Operating Segments.
The Group currently has one project which takes into account
each of the above-mentioned aspects. The principal activities for
the project are exploration of lithium, tin, tungsten and other
commodities, and the development of the existing resources. The
project is likely to use the same resources in future and the
nature of the regulatory environment is the Czech Republic. This is
expected to be the same for future projects. Accordingly,
management has identified one operating segment based on the
location of the projects, that being the Czech Republic.
NOTE 3: LOSS PER CDI 31 Dec 2018 31 Dec 2017
Basic and diluted loss per CDI ($0.02) ($0.01)
Loss attributable to members of European Metals
Holdings Limited ($2,188,030) ($1,877,730)
Weighted average number of CDIs outstanding
during the period 142,618,409 131,863,182
NOTE 4: EXPLORATION AND EVALUATION EXPITURE 31 Dec 2018 30 June 2018
$ $
Exploration at cost
Balance at the beginning of the year 10,169,177 9,752,757
Exploration of tenements 798,087 1,772,258
Impairment of exploration assets - (1,880,742)
Foreign exchange movement 330,990 524,904
11,298,254 10,169,177
----------- ------------
NOTE 5: ISSUED CAPITAL AND RESERVES
Number $
(a) Issued and paid up capital
146,642,227 (30 June 2018: 141,464,727
CDIs) 146,642,227 22,079,054
Total issued capital 22,079,054
==============
(b) Movements in CDIs
Date Number $
Balance at the beginning of the year 1 July 2017 130,333,909 15,587,656
CDI issue under the Funding Facility 1 August
Agreement @ $0.7061 per CDI 2017 364,679 257,500
CDI issue under the Funding Facility 10 August
Agreement @ $0.7327 per CDI 2017 351,448 257,505
CDI issue under the Funding Facility 1 September
Agreement @ $0.685 per CDI 2017 375,905 257,495
CDI issued under the Funding Facility 10 October
Agreement @ $0.693 per CDI 2017 371,644 257,550
CDI issue to Directors under the Employee
Securities Incentive Plan @ $0.725 14 December
per CDI 2017 1,650,000 -
20 December
CDI capital raising @ $0.615 per CDI 2017 6,517,142 4,008,042
CDIs issued under the Employee Securities
Incentive Plan @0.4848 per CDI 6 June 2018 1,500,000 -
Capital raising cost - (212,674)
----------- --------------
Balance at the end of the year 30 June 2018 141,464,727 20,413,074
----------- --------------
Date Number $
Balance at the beginning of the period 1 July 2018 141,464,727 20,413,074
CDI capital raising @ $0.3510 per 20 November
CDI 2018 5,177,500 1,817,303
Capital raising cost - (151,323)
----------- ----------
31 December
Balance at the end of the period 2018 146,642,227 22,079,054
----------- ----------
(c) Loan CDIs Reserve
Unit Value
Date Number $ Total$ Amount Expensed
Balance at the beginning - - - -
of the year 1 Jul 2017
Loan CDIs Employee Securities 14 Dec
Incentive Plan 2017 1,650,000 $0.69676 1,149,653 1,149,653
Loan CDIs Employee Securities
Incentive Plan 6 Jun 2018 1,500,000 $0.26638 399,564 88,075
---------------
1,237,728
---------------
CDIs entitle the holder to participate in dividends and the
proceeds on winding up of the Company in proportion to the number
of shares held. On a show of hands every holder of a CDI present at
a meeting in person or by proxy, is entitled to one vote, and in a
poll each share is entitled to one vote.
European Metals Holdings limited is a company limited by shares
incorporated in the British Virgin Islands with an authorised share
capital of 200,000,000 no par value shares of a single class.
Pursuant to the prospectus dated 26 April 2012, the Company issued
CDIs in July 2012. The holder of the CDIs has beneficial ownership
in the underlying shares instead of legal title. Legal title and
the underlying shares is held by Chess Depository Nominees Pty
Ltd.
Holders of CDIs have the same entitlement benefits of holding
the underlying shares. Each Share in the Company confers upon the
Shareholder:
1. the right to one vote at a meeting of the Shareholders of the
Company or on any Resolution of Shareholders;
2. the right to an equal share in any dividend paid by the Company; and
3. the right to an equal share in the distribution of the
surplus assets of the Company on its liquidation.
(d) Movements Performance Shares
Date Number $
Balance at the beginning of the year 1 July 2017 5,000,000 2,671,444
Performance Shares issued - - -
Balance at the end of the year period 30 June 2018 5,000,000 2,671,444
---------- ---------
Balance at the beginning of the period 1 July 2018 5,000,000 2,671,444
18 December
Performance Shares issued (Class A) 2018 5,000,000 800,000
31 December
Balance at the end of the period 2018 10,000,000 3,471,444
---------- ---------
On the 18 December 2018 5,000,000 A Class Performance Shares
were issued on the same terms as the B Class Performance
Shares.
The terms of the B Class Performance Shares are as follows:
The 5,000,000 B Class Performance Shares will convert in
accordance with the below:
(i) 1,000,000 B Class Performance Shares will convert into
Shares and an equivalent number of CDIs upon the Company's Mineral
Resource at Cinovec South and Cinovec Main being entered in the
State Balance. The B Class Performance Shares shall convert into
the number of Shares and equivalent number of CDIs equal to
1,000,000 multiplied by 0.5 and divided by the greater of: (A)
$0.50 per CDI; and (B) the volume weighted average price of CDIs
(expressed as a decimal of $1.00) as calculated over the 5 ASX
trading days prior to the date the Mineral Resource is entered.
(Explanatory Note: Under Czech law a mineral resource must be
registered and henceforth treated as a resource by the Czech
Government before mining licenses can be granted. A mineral
resource has to be calculated according to the Czech regulations,
and defended in front of a committee of state certified
experts);
(ii) 1,000,000 B Class Performance Shares will convert into
Shares and an equivalent number of CDIs upon the issuance of the
preliminary mining licenses relating to the Cinovec Project. The B
Class Performance Shares shall convert into the number of Shares
and equivalent number of CDIs equal to 1,000,000 multiplied by 0.5
and divided by the greater of: (A) $0.50 per CDI; and (B) the
volume weighted average price of CDIs (expressed as a decimal of
$1.00) as calculated over the 5 ASX trading days prior to the date
the final preliminary mining license is issued; and
(iii) 3,000,000 B Class Performance Shares will convert into
Shares and an equivalent number of CDIs upon the completing of a
definitive feasibility study (DFS). For clarity, the DFS must be:
(i) of a standard suitable to be submitted to a financial
institution as the basis for lending of funds for the development
and operation of mining activities contemplated in the study; (ii)
capable of supporting a decision to mine on the Permits; and (iii)
completed to an accuracy of +/- 15% with respect to operating and
capital costs and display a pre-tax net present value of not less
than US$250,000,000. The B Class Performance Shares shall convert
into the number of Shares and equivalent number of CDIs equal to
3,000,000 multiplied by 0.5 and divided by the greater of: (A)
$0.50 per CDI; and (B) the volume weighted average price of CDIs
(expressed as a decimal of $1.00) as calculated over the 5 ASX
trading days prior to date of receipt of the completed DFS,
(together the Milestones and each a Milestone). For the
avoidance of doubt, the number of Shares and equivalent number of
CDIs which will be issued on conversion of the B Class Performance
Shares will not exceed a ratio of 1 for 1.
(iv) If the Milestone is not achieved or the Change of Control
Event does not occur by the required date, then each B Class
Performance Share held by a Holder will be automatically redeemed
by the Company for the sum of $0.000001 within 10 ASX trading days
of non-satisfaction of the Milestone.
NOTE 6: SHARE BASED PAYMENT EXPENSE
The following option and warrant share-based payment
arrangements existed as at 31 December 2018:
On 17 August 2015 3,750,000 options with an exercise price of
16.6 cents and exercisable on or before 17 August 2020 were granted
to directors. These remain outstanding as at 30 June 2018 and 31
December 2018.
On 3 January 2017, 400,000 options with an exercise price of 58
cents and exercisable on or before the 3 January 2020 were granted
to a Director of the Company. 250,000 of these options will vest at
the completion of the Definitive Feasibility Study and the balance
will vest 12 months thereafter. The options were valued under the
Black and Scholes at $177,352. The value of the options has been
pro-rated over the vesting period. Therefore, a fair value
adjustment of $29,559 was recognised as a share based payment in
the profit and loss in 2017. The share based payment recognised in
the profit is less in the half-year amounted to $29,802.
On the 22 November 2018, 116,875 warrants were granted to
brokers as a cost of capital raising. The warrants have an exercise
of 20 pence (31.5 cents) in line with the capital raise on the 20
November 2018. Warrants are exercisable on or before 22 November
2021. The warrants were valued under the Black and Scholes at
$28,672 with the share based payment recognised as a capital
raising cost. The key inputs to the models used were as
follows.
Grant date 22 November 2018 Expected life of 3 Years
options (years)
Dividend yield Underlying share
(%) Nil price ($) $0.39
Expected volatility Option exercise
(%) 91.27% price ($) $0.315
Risk-free interest Value of option
rate (%) 2.115% ($) $0.24532
The following share-based payment arrangements existed as at 31
December 2018:
Grant Date Number $
18 November 2016 - Class B Performance Shares
(related parties) 1,336,557 714,107
18 November 2016 - Class B Performance Shares
(non-related parties) 3,663,443 1,957,337
18 December 2018 - Class A Performance Shares
(related Parties) 1,336,557 213,849
18 December 2018 - Class A Performance Shares
(non-related parties) 3,663,443 586,141
------------ ---------
Total 10,000,000 3,471,444
------------ ---------
During the half year $800,000 has been attributed to the
Performance Shares.
Fair value of Loan CDIs in existence at 31 December 2018
The fair value of the 3,150,000 Loan CDIs granted have been
valued using a Black Scholes Methodology, taking into account the
terms and conditions upon which the Loan CDIs were granted. The
exercise price of the Loan CDI's is equal to the market price of
the underlying shares being the VWAP of shares traded on the ASX
over the 5 trading days immediately preceding the date of
grant.
The following Loan CDIs share-based payment arrangements existed
at 31 December 2018
Value to
be recognised
Value recognised in future
Number to date years
Director Loan CDIs 1,650,000 1,149,653 -
Employee Securities Incentive Plan
Loan CDIs (1) 1,500,000 88,075 204,939
Note 1: These Loan CDIs are being expensed over the period.
A summary of the inputs used in the valuation of the loan CDIs
issued to directors are as follows:
Loan CDIs Keith Coughlan David Reeves Richard Pavlik Kiran Morzaria
Issue price $0.725 $0.725 $0.725 $0.725
Share price at date
of issue $0.70 $0.70 $0.70 $0.70
Grant date 30 November 30 November 30 November 30 November
2017 2017 2017 2017
Expected volatility 143.41% 143.41% 143.41% 143.41%
Expiry date 30 November 30 November 30 November 30 November
2032 2032 2032 2032
Expected dividends Nil Nil Nil Nil
Risk free interest
rate 2.47% 2.47% 2.47% 2.47%
Value per loan CDI $0.69676 $0.69676 $0.69676 $0.69676
Number of loan CDIs 850,000 300,000 300,000 200,000
Total value $592,245 $209,028 $209,028 $139,352
A summary of the inputs used in valuation of the loan CDIs
issued to employees.
Loan CDIs Tranche Tranche Tranche Tranche Tranche
1 (1) 2 (2) 3 (3) 4 (4) 5 (5)
Exercise price $0.4848 $0.4848 $0.4848 $0.4848 $0.4848
Share price at
date of issue $0.365 $0.365 $0.365 $0.365 $0.365
Grant date 6 June 2018 6 June 2018 6 June 2018 6 June 2018 6 June 2018
Expected volatility 85.9% 85.9% 85.9% 85.9% 85.9%
Expiry date 6 June 2025 6 June 2025 6 June 2025 6 June 2025 6 June 2025
Expected dividends Nil Nil Nil Nil Nil
Risk free interest
rate 2.42% 2.42% 2.42% 2.42% 2.42%
Value per loan
CDI $0.2664 $0.2664 $0.2664 $0.2664 $0.2664
Number of loan
CDIs 550,000 250,000 250,000 200,000 250,000
Total value $146,507 $66,594 $66,594 $53,275 $66,594
Notes:
1. Tranche 1 escrowed until 26 February 2019.
2. Tranche 2 escrowed until company announcing completion of the definitive feasibility study
3. Tranche 3 escrowed until company announcing construction has
commenced at the Cinovec Project
4. Tranche 4 escrowed until the completion of project finance for the Cinovec Project
5. Tranche 5 escrowed until the practical completion of the Cinovec Project
NOTE 7: RELATED PARTY TRANSACTIONS
The related party transactions of the half-year financial report
are consistent with those adopted and disclosed in the Company's
2018 annual financial report for the financial year ended 30 June
2018 except the following.
NOTE 8: CONTINGENT LIABILITIES AND COMMITMENTS
There has been no change in contingent liabilities and
commitments since the last annual reporting date.
NOTE 9: EVENTS SUBSEQUENT TO REPORTING DATE
Post the quarter, the Company announced initial results from its
current eight core-hole resource drilling programme at the Cinovec
Project. Drilling of five of the eight holes was reported as
completed.
On 17 January 2019, the Company confirmed that it received a
letter from Krupa Global Investments (KGI) purporting to make an
indicative offer on behalf of the Ceske Litihium company (a member
of the KGI Group) to purchase the lithium mining and processing
project at Cinovec. Considering the absence of any details with
regards to price, terms or conditions, European Metals does not
consider this to be an offer to which it can give consideration at
this time.
There were no other significant events after the reporting
period.
DIRECTORS' DECLARATION
The Directors of the Company declare that:
1. The financial statements and notes set out on pages 7 to 17:
(a) comply with Accounting Standard AASB 134: Interim Financial
Reporting and the Corporations Act 2001, and
(b) give a true and fair view of the Consolidated entity's
financial position as at 31 December 2018 and of its performance
for the half-year ended on that date.
2. In the Directors' opinion, there are reasonable grounds to
believe that the Company will be able to pay its debts as and when
they become due and payable.
This declaration is made in accordance with a resolution of the
Board of Directors made pursuant to section 303(5) of the
Corporations Act 2001 and is signed for and on behalf of the
Directors by:
Keith Coughlan
MANAGING DIRECTOR
15 March 2019
INDEPENDENT AUDITOR'S REVIEW REPORT
TO THE MEMBERS OF
EUROPEAN METALS HOLDINGS LIMITED
Report on the Half-Year Financial Report
We have reviewed the accompanying half-year financial report of
European Metals Holdings Limited, which comprises the consolidated
statement of financial position as at 31 December 2018, the
consolidated statement of profit or loss and other comprehensive
income, consolidated statement of changes in equity, and
consolidated statement of cash flows for the half-year ended on
that date, condensed notes comprising a summary of significant
accounting policies and other explanatory information, and the
directors' declaration for European Metals Holdings Limited (the
consolidated entity). The consolidated entity comprises both
European Metals Holdings Limited (the Company) and the entities it
controlled during the half year.
Directors' Responsibility for the Half-Year Financial Report
The directors of European Metals Holdings Limited are
responsible for the preparation of the half-year financial report
that gives a true and fair view in accordance with Australian
Accounting Standards (including the Australian Accounting
Interpretations) and the Corporations Act 2001 and for such
internal control as the directors determine is necessary to enable
the preparation of the half-year financial report that is free from
material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express a conclusion on the half-year
financial report based on our review. We conducted our review in
accordance with Auditing Standard on Review Engagements ASRE 2410
Review of a Financial Report Performed by the Independent Auditor
of the Entity, in order to state whether, on the basis of the
procedures described, we have become aware of any matter that makes
us believe that the half year financial report is not in accordance
with the Corporations Act 2001 including: giving a true and fair
view of the consolidated entity's financial position as at 31
December 2018 and its performance for the half-year ended on that
date; and complying with Accounting Standard AASB 134 Interim
Financial Reporting and the Corporations Regulations 2001. As the
auditor of European Metals Holdings Limited, ASRE 2410 requires
that we comply with the ethical requirements relevant to the audit
of the annual financial report.
A review of a half-year financial report consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with Australian Auditing Standards and
consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
Whilst we considered the effectiveness of management's internal
controls over financial reporting when determining the nature and
extent of our procedures, our review was not designed to provide
assurance on internal controls.
Our review did not involve an analysis of the prudence of
business decisions made by the directors or management.
Independence
In conducting our review, we have complied with the independence
requirements of the Corporations Act 2001. We confirm that the
independence declaration required by the Corporations Act 2001, has
been provided to the directors of European Metals Holdings Limited
on 15 March 2019.
Conclusion
Based on our review, which is not an audit, we have not become
aware of any matter that makes us believe that the half-year
financial report of European Metals Holdings Limited is not in
accordance with the Corporations Act 2001 including:
(a) giving a true and fair view of the consolidated entity's
financial position as at 31 December 2018 and of its performance
for the half-year ended on that date; and
(b) complying with Accounting Standard AASB 134 Interim
Financial Reporting and Corporations Regulations 2001.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(Trading as Stantons International)
(An Authorised Audit Company)
Samir R Tirodkar
Director
West Perth, Western Australia
15 March 2019
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.
END
IR GRGDXIUBBGCU
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