TIDMVAST
Vast Resources plc / Ticker: VAST / Index: AIM / Sector:
Mining
28 October 2021
Vast Resources plc
('Vast' or the 'Company')
Final Results
Vast Resources plc, the AIM-listed mining company, is pleased to
announce its audited final results for the 12-month period ended 30
April 2021.
A copy of the annual report will be available on the Company's
website at www.vastplc.com.
For further information, visit
https://www.globenewswire.com/Tracker?data=dqoGSRESmeVOivQpH45-x9MWsYmFXUvQBnkroH8ms3n_T46UShf1VJEhqta2Lw5-3JUNa8JanzUgcingJL3iBw==
www.vastplc.com, follow the Company on Twitter @vast_resources and
LinkedIn, or please contact:
Vast Resources plc www.vastplc.com
Andrew Prelea (Chief Executive +44 (0) 20 7846 0974
Officer)
Andrew Hall
Beaumont Cornish - Financial & www.beaumontcornish.com
Nominated Adviser +44 (0) 020 7628 3396
Roland Cornish
James Biddle
Shore Capital Stockbrokers Limited www.shorecapmarkets.co.uk
-- Joint Broker +44 (0) 20 7408 4050
Jerry Keen (Corporate Broking)
Toby Gibbs / James Thomas (Corporate
Advisory)
Axis Capital Markets Limited -- www.axcap247.com
Joint Broker +44 (0) 20 3206 0320
Richard Hutchison
St Brides Partners Limited www.stbridespartners.co.uk
Susie Geliher +44 (0) 20 7236 1177
Market Abuse Regulation (MAR) Disclosure
Certain information contained within this announcement is deemed
by the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK Domestic Law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR") until the release of this announcement.
ANNUAL REPORT
OVERVIEW OF THE YEARED 30 APRIL 2021
Vast Resources plc ('Vast' or the 'Group' or the 'Company') is
focused on two key mining opportunities in Romania and Zimbabwe.
These opportunities comprise the Baita Plai Polymetallic Mine
("BPPM") in Romania, and the Group's expected diamond opportunity
in Zimbabwe. The Group continued to hold the Manaila Polymetallic
Mine ("MPM") on care and maintenance during the reporting period
with the expectation of a funding round at a later stage.
During the period the Company completed the installation of new
equipment and the rehabilitation of existing mining infrastructure
at BPPM resulting in commissioning of the plant and the
commencement of concentrate production in October 2020. Following
initial production experiences and Covid-19 travel restrictions
preventing Craig Harvey being on site and necessitating remote
management from November 2020 to the end of January 2021, the
Company implemented a revised mining plan for BPPM in March 2021
incorporating a more mechanised mining method. Significant value
has been added to BPPM and the Company has strengthened the
Romanian management team subsequent to the period end and has
further improved processes, procedures, and training to realise the
value of the asset.
Discussions continue regarding the conclusion of the Company's
diamond agreement with its Zimbabwe stakeholders. These discussions
are in line with previous expectations, save on timing.
Financial
-- 3.7% increase in other administrative and overhead expenses for the year
ended 30 April 2021 (US$4.2 million) compared to the year ended 30 April
2020 (US$4.1 million).
-- Foreign exchange gains of US$2.6 million for the year ended 30 April 2021
compared to losses of US$2.0 million for the year ended 30 April 2020.
Included within the US$2.0 million of foreign exchange losses last year
is US$0.640 million in respect of the Company's operations in Zimbabwe.
-- 7.1% decrease in losses after taxation in the year ended 30 April 2021
(US$7.7 million) compared to the year ended 30 April 2020 (US$8.3
million).
-- Cash balances at the end of the period US$1.385 million compared to
US$0.478 million at 30 April 2020.
Operational Development
-- In June, the Company was granted the Manaila Carlibaba Extension
Exploitation License which will allow the Company to re-examine the
exploitation of the mineral resources within the larger Manaila Carlibaba
license area. The enlarged exploitation license is 138.6 hectares in size,
an increase of 410% in surface area from the existing exploitation
license at Manaila (27.2 hectares).
-- In October, the Company has also received a time extension of five years
on the entire Manaila Carlibaba licence area in accordance with Romanian
Mining Legislation.
-- Commencement of production at BPPM in October 2020.
-- In October, the Company published a JORC 2012 complaint Measured and
Indicated Mineral Resource for BPPM which covers the first three to four
years of production.
-- In November, the Company increased the exploration target tonnes at BPPM
which had been reported as part of the October 2021 JORC from 1.8 million
-- 3.0 million tonnes to 3.2 million - 5.8 million tonnes.
-- In November, the Company acquired the remaining 20% interest in BPPM
(thus increasing its interest in BPPM to 100%) together with further
interests in Romanian assets. The Acquisition was satisfied through the
issue of 2,850,000,000 new ordinary shares of 0.1p in the Company.
-- In August, the Company entered into a conditional agreement for the
acquisition of Gem Diamonds Botswana (pty) Ltd, a wholly owned subsidiary
of Gem Diamonds Ltd which owns the Ghaghoo Diamond Mine in Botswana.
-- Continued discussions to finalise the agreement with Zimbabwe
Consolidated Diamond Company (Pvt) Ltd ("ZCDC") regarding the right to
mine diamonds for the Company at the community diamond concession.
Post reporting date:
-- As announced on 1 October 2021, the Company confirmed the suitability of
X-Ray Sorting Technology ('XRT') to optimise MPM's production profile
resulting in a substantial improvement in the economics of the mine. The
test results conducted by TOMRA indicate that an XRT machine can
substantially reduce transportation and production costs. It is for these
reasons that the Company is planning to recommence production which will
be dependent upon obtaining financing.
Funding Equity:
Fundraising share issues during the year (gross proceeds before
cost of issue):
GBP $ Shares issued Issued to
10,624,097 13,900,997 7,285,151,531 Placing with investors
109,800 136,807 61,000,000 Subscription by investors
45,000 56,653 30,000,000 Subscription by management
365,337 500,000 323,880,177 Settle debt
117,006 147,957 69,989,038 Settle interest costs
6,231 8,070 1,246,132 Exercise of open offer warrants
11,267,471 14,750,484 7,771,266,878
---------- ---------- -------------
Additionally, the Company issued 2,850,000,000 shares to settle
the acquisition of the 20% NCI in the subsidiary company Vast Baita
Plai SA.
Post reporting date:
GBP $ Shares issued Issued to
2,886,940 3,985,515 78,395,870 Placing with investors
225,600 312,467 3,580,952 Subscription by investors
3,112,540 4,297,982 81,976,822
--------- --------- -------------
On 6 May 2021 the Company concluded a capital reorganisation
which comprised two distinct parts, firstly a consolidation of the
existing Ordinary Shares on a 1 for 100 basis, and then a
subdivision of each resulting ordinary share of 10p into one new
Ordinary Share and eleven new Deferred Shares. The effect of this
reorganisation was to reduce the number of ordinary shares in issue
by a factor of 100 (the "New Reorganised Ordinary Shares").
Debt:
-- During the period the Company repaid US$1,000,000 of principal of the
first tranche of the Atlas facility. US$500,000 was in the form of cash,
and US$500,000 was through the issuance of shares.
Management
-- Resignation of Eric Diack as Non-executive Director on 4 May 2020.
-- Resignation of Mark Mabhudhu as Executive Director of the Company's
Diamond Division on 22 September 2020 following his appointment as Chief
Executive Officer of Government owned Zimbabwe Consolidated Diamond
Company (Pvt) Ltd.
-- Appointment of Marcus Brewster as General Manager of BPPM on 1 March
2021.
Post reporting date:
-- Appointment of Nicolae Turdean as Romanian Country Manager, reporting to
Craig Harvey (COO).
-- Appointment of Stancu Viorel as General Manager, reporting to Nicolae
Turdean (Country Manager), replacing Marcus Brewster who left the
Company.
-- Appointment of Nigel Wyatt as independent Non-executive Director.
Political and Covid-19
-- Covid-19 restrictions continued to impact the business, mostly due to
health and safety protocols which reduced productivity and travel
restrictions which prevented key managers being on site at certain times.
Easing of restrictions since the end of the financial the year end has
allowed key managers to be on site.
-- Continuation of the Covid-19 restrictions in Zimbabwe through the year
have significantly slowed business activity in the country.
CHAIRMAN'S REPORT
The Covid-19 pandemic has continued to bring inevitable
restrictions and challenges to our operations during the year. The
team has worked hard to mitigate these impacts and I believe we now
have established a solid platform to advance the Company. This
platform owes much to the establishment of a strong Romanian
management group, the lifting of Covid-19 restrictions allowing
closer operational supervision, strengthened technical
capabilities, and increased international demand for copper allied
to increased copper prices.
Romania
The commencement of production at the Baita Plai Polymetallic
Mine ("BPPM") in October represented a major achievement for the
Company. However, we were disappointed that we were unable to meet
our published targets. The production of concentrate at BPPM was
considerably lower than planned, the shortfall principally due to
the lack of equipment reliability and supply chain and labour
issues partly arising from Covid-19 restrictions. Crucially, Craig
Harvey was prevented from being on site from November 2020 to the
end of January 2021 due to Covid-19 travel restrictions. The
Company established a new mechanised plan but experienced
complications and delays in FY Q2 2021 due to encountering friable
ground at the faces that required extra tunnelling to come back
into the resource. Despite these issues, much has been done to
strengthen the Company's management and technical capabilities to
successfully mine at BPPM. We have also been very encouraged by the
Mineral Estimate Report published in October 2020 and the
subsequently announced increase in exploration target.
In November 2020, the shareholders approved the acquisition by
the Company of the remaining 20% interest in BPPM (thereby
increasing its interest to 100% in BPPM) together with further
interests in Romanian assets. The acquisition was satisfied through
the issue of 2,850,000,000 new ordinary shares of 0.1p in the
Company. Of these new shares, 1,500,001,930 were allotted to Andrew
Prelea and 225,005,790 were allotted to Roy Tucker, both Directors
of the Company.
The Company continued to evaluate the recommencement of
production at the Manaila Polymetallic Mine ("MPM") and as part of
this process, has assessed the suitability of X-Ray Sorting
Technology ('XRT') to optimise the mine's production profile. The
assessment indicates that the implementation of XRT equipment would
significantly improve the economics of MPM by reducing
transportation and production expenses and the Company is actively
engaging with new lenders to support the re-start.
Zimbabwe
The Company continues discussions to finalise the agreement with
Zimbabwe Consolidated Diamond Company (Pvt) Ltd ("ZCDC") regarding
the right to mine diamonds for the Company at the community diamond
concession. All stakeholders continue to express their support and
the Company remains confident that an agreement will be finalised
in due course.
Botswana
In August, the Company entered into a conditional agreement for
the acquisition of the Ghaghoo Diamond Mine in Botswana
("Ghaghoo"). The acquisition of Ghaghoo, which will be conducted
through a joint venture between the Company and Botswana Diamonds
plc, will provide Vast with a 90% interest in a high quality and
previously producing diamond asset benefiting from world-class
infrastructure and capable of generating material revenues in the
near term.
Directors and management
Executive management
On 22 September 2020 Mark Mabhudhu, Executive Director of the
Company's Diamond Division left Vast to take up the role of CEO at
the ZCDC. We were obviously saddened by Mark's departure but we are
also excited by the prospect of continuing to work with him as he
carries out his new remit to implement Joint Ventures between ZCDC
and investors in the diamond sector. The Board would like to thank
Mark for all his efforts and wish him all the best in his new
role.
On 4 May 2021 the Company appointed Nicolae Turdean as Romanian
Country Manager. Nicolae has decades of experience in the mining
industry, predominantly in Romania. Most recently, Nicolae held the
position of President of the National Agency for Mineral Resources.
Prior to this, Nicolae was the Chief Executive of Cupru Min SA, the
state-owned copper producer.
Non-Executive Directors
On 4 May 2020 Eric Diack resigned from his position as a
Non-Executive Director of the Company as a consequence of taking on
a new role which requires his full-time attention. The Board would
like to thank Eric for his contribution over the years and wishes
him well in his new role.
On 23 August 2021, Nigel Wyatt was appointed as an independent
Non-Executive Director of the Company. Nigel Wyatt is a Chartered
Engineer, a graduate of the Camborne School of Mines. He has held
senior positions in several mining and engineering companies
primarily in Southern Africa. Nigel has wide ranging experience in
ore and diamond recovery technologies and the manufacture of
electronic sorting equipment. His experience includes the design
and erection of ore sorting and treatment plants.
Funding
We were disappointed earlier this year that we were unable to
conclude a new financing facility with an international banking
institution. In response, we are actively engaged with new lenders
with the objective of refinancing Atlas which becomes due next
financial year and supporting the restart of MPM.
Share Capital
In May 2021 the Company's ordinary share capital was reorganised
and consolidated so that the number of ordinary shares in issue was
reduced by a factor of 100. The capital reorganisation comprised
two distinct parts, firstly a consolidation of the existing
Ordinary Shares on a 1 for 100 basis, and then a subdivision of
each resulting ordinary share of 10p into one new Ordinary Share of
0.1p and eleven new Deferred Shares of 0.9p each.
Corporate Governance
As stated in the Strategic Report, the Company has adopted the
Quoted Company Alliance ('QCA') code on Corporate Governance. The
Board strives to promote a corporate culture based on sound ethical
values and behaviours. The Company maintains a strict
anti-corruption and whistle blowing policy and the Directors are
not aware of any event in any jurisdiction in which it operates
that might be considered to be a breach of this policy. The Company
has formally adopted Code of Conduct, Health and Safety,
Environmental, and Human Rights policies which clearly articulate
the Board's expectations and strengthen the control environment of
the organisation. The Company continues to operate a code for
Directors' and employees' dealings in securities which is
appropriate for a company whose securities are traded on AIM and is
in accordance with the requirements of the Market Abuse Regulation
which came into effect in 2016. The Company is also committed to
maintaining open dialogue with shareholders, employees and other
stakeholders.
Appreciation
The continued support and resolve of shareholders and other
stakeholders through times that have been challenging is much
appreciated. To fellow directors, thank you for your advice and
support, and to management and staff both in Romania and Zimbabwe
for their continued effort on behalf of the Company. Above all we
wish all our stakeholders well in these difficult times and remain
committed to safeguarding the safety of our employees and the
communities in which we operate.
Brian Moritz
Chairman
STRATEGIC REPORT
Principal activities, review of business and future
developments
Vision
The vision of the Group continues to become a mid-tier mining
group, one of the largest polymetallic (copper, zinc, silver, and
gold) producers in Romania, and a major player in the re-emergence
of the mining industry in Zimbabwe, where the Group now has a major
focus on its diamond interests. The Group is also looking to expand
its diamond footprint further afield to complement its Zimbabwe
strategy.
Principal activities
In Romania the Group has focused on operating the Baita Plai
Polymetallic Mine ("BPPM") which commenced production in October
2020. The Manaila Polymetallic Mine ("MPM") has remained on care
and maintenance during the period and the Company continued to
re-evaluate the recommencement of production and is actively
engaged with new lenders to support the restart.
In Zimbabwe, the Group continues to focus on finalising the
agreement with Zimbabwe Consolidated Diamond Company (Pvt) Ltd
("ZCDC") regarding the right to mine diamonds for the Company at
the community diamond concession.
In both jurisdictions the Group holds further mining claims or
other interests which are under appraisal.
Review of business
Romania
General
The Company produced its first copper concentrate at BPPM in
October 2020. This marked a turning point for the Company and we
were pleased that despite the Covid-19 challenges we were able to
reach this milestone. We also completed a drilling plan at BPPM and
prepared a JORC 2012 compliant resource estimate for the first 3 to
4 years of production which we published in October 2020. Following
an analysis of historical data records, the exploration targets
previously reported in the JORC were increased from 1.8 million --
3.0 million tonnes to 3.2 million - 5.8 million tonnes further
reinforcing the value of BPPM. Despite this, we were disappointed
that we did not meet our initial production and financial targets
owing to a lack of equipment reliability and supply chain and
labour issues partly arising from Covid-19 restrictions. We were
also significantly hampered by Covid-19 travel restrictions that
required Craig Harvey to manage remotely from South Africa from
November 2020 to the end of January 2021. The Company established a
new mechanised plan in March 2021 but experienced complications and
delays in FY Q2 2021 due to encountering friable ground at the
faces that required extra tunnelling to come back into the
resource. However, the Company has made significant progress in
putting together a strong leadership team residing permanently in
Romania that can take BPPM forward. The team has successfully
navigated the challenges in FY Q2 2021 and has established
processes, procedures, and technical capabilities that provide the
necessary platform to realise the value of BPPM. We continue to
hold MPM on care and maintenance and we have been re-evaluating the
recommencement of production given more favourable economics
supported by strong demand for copper and improved production
techniques. We are actively engaged with new lenders to support the
restart of MPM.
BPPM (100% interest)
In November, the Company acquired the remaining 20% interest in
BPPM (thereby increasing its interest to 100% in BPPM).
The JORC compliant Resource & Reserve Report for BPPM
comprises an Indicated & Inferred mineral resource of 608,000
tonnes at 2.58% copper equivalent based on a copper metal price of
US$ 6.655/tonne. The JORC identified an exploration target,
including historical mineral resource, between 1.8 million to 3
million tonnes with copper range of 0.50--2.00%, gold range of
0.20--0.80 g/t and silver range of 40-80g/t. The mineral resource
estimate represents an additional 600,000 tonnes over and above the
reported (non-JORC) historical mineral resource estimates of
1,800,000 tonnes under the NAEN Russian Code as announced on 10
December 2014. Subsequent to the publication of the JORC, and
following an analysis of historical data records, the exploration
targets previously reported in the JORC were increased from 1.8
million -- 3.0 million tonnes to 3.2 million - 5.8 million tonnes
with copper range 0.50-2.00%, lead range 0.10-2.00%, zinc range
0.10-2.00%, gold range 0.20-0.80g/t, and silver range 40-80g/t
further reinforcing the value of BPPM. The mineral resource
estimate underpins the initial mine production life of
approximately 3-4 years and the Company is in the process of
conducting a drilling campaign in anticipation of increasing the
JORC resource.
During the period the Company continued rehabilitating the mine
and plant and invested in new capital equipment.
MPM (100% interest)
The Manaila Carlibaba exploitation perimeter contains a JORC
2012 compliant Indicated an Inferred Mineral Resource of 3.6
million tonnes grading 0.93% copper, 0.29% lead, 0.63% zinc,
0.23g/t gold and 24.9g/t silver with Inferred Mineral Resources of
1.0 million tonnes grading 1.10% copper, 0.40% lead, 0.84% zinc,
0.24g/t gold and 29.2g/t silver.
In June 2020, the Company was granted the Manaila Carlibaba
Exploitation License which will allows the Company to re-examine
the exploitation of the mineral resources within the larger Manaila
Carlibaba license area. The enlarged exploitation license is 138.6
hectares in size, an increase of 410% in surface area from the
existing exploitation license at Manaila (27.2 hectares). In
November the Company successfully applied for the renewal of the
Manaila mining licence for a further period of five years, to 29
October 2025. The extended mining licence covers the larger Manaila
Carlibaba licence area.
The increase in demand for copper together with production
efficiencies confirmed by the assessment of the suitability of
X-Ray Sorting Technology ('XRT') to optimise the mine's production
profile results in a substantial improvement in the economics of
MPM. The test results conducted by TOMRA indicate that an XRT
machine can substantially reduce transportation and production
costs. It is for these reasons that the Company is currently
re-evaluating the recommencement of production and we are actively
engaged with new lenders to support the restart of MPM.
Blueberry Polymetallic Gold Project (`Blueberry') (29.41%
effective interest).
The Group has an effective 29.41% economic interest in Blueberry
through EMA Resources Ltd ('EMA') in a brown field perimeter
located at Baia de Aries in the 'Golden Quadrilateral' of Western
Romania on which historic work has demonstrated prospectivity for
gold and polymetallic minerals. The Group has completed a drilling
programme on the perimeter which has established sufficient
information to support an Inferred JORC resource. The Company is
completing procedural and reporting requirements with the Romanian
authorities that once completed and accepted will allow the company
to apply for an exploitation licence. The results and net assets of
the Blueberry project are immaterial to the Group and therefore
have not been included in the Group financial statements under the
equity method of accounting.
Other Romanian prospects
Given the Company's focus on BPPM, the application for an
Exploration Licence for our current claims at Magura Neagra and
Piciorul Zimbrului (collectively known as 'Zagra') has been placed
on hold and will recommence once internal resources are
available.
The Group continues to believe that exploration of the many
mining opportunities that have become dormant over the last two
decades will be an attractive prospect for global mining players
seeking to capitalize on the projected increase in demand globally
for copper occasioned by the global transition to clean energy and
electric vehicles.
The Group's 'first mover position' in Romania has attracted
interest in resuscitating the large-scale polymetallic resource
projects in Romania. Discussions have been held with global mining
players and investors to leverage their financial strength and
expertise to jointly exploit these considerable opportunities.
Zimbabwe
The Group has now focused its Zimbabwe strategy on mining its
expected diamond concession in Zimbabwe. This opportunity
potentially offers high and near term positive cashflow and is
unrestrained by tight currency controls.
Discussions with the various Zimbabwe stakeholders remain in
line with previous expectations, other than on timing, and we
remain confident that we will be able to commence our mining
operations in due course.
On 22 September 2020, Mark Mabhudhu, Executive Director of the
Company's Diamond Division, left the Company and joined the
Government owned ZCDC as Chief Executive Officer. Mark Mabhudhu's
primary role in that capacity will be to focus on the Zimbabwe
diamond sector's contribution towards the Zimbabwean Government's
2023 US$12 billion mining vision which is also driven by the
attendant implementation of Joint Ventures between the ZCDC and
investors in the diamond sector. Whilst we are sad to see Mark
Mabhudhu leave Vast Resources PLC, we are pleased that we will be
able to continue to work with him in his new role within the
diamond mining sector in Zimbabwe.
Corporate
During the period the Company repaid US$1,000,000 of principal
of the first tranche of the Atlas facility. US$500,000 was in the
form of cash, and US$500,000 was through the issuance of
shares.
Strategy
-- The Group's strategy is to:
-- Attract appropriate funding for the Group -- including from institutional
investment
-- Attract appropriate joint venture partners and public institutions to
invest in the Group and projects of mutual interest
-- Grow into a mid-tier mining company both organically and through
acquisitions financed principally by third parties
-- Optimise operations to produce positive cashflows
-- Add value to operations by increasing resources and reserves
-- If expedient, hold significant minority stakes in new ventures
operationally managed by the Group
-- Finance growth, where possible in a non-dilutive manner
-- Maintain exposure to Zimbabwe and Romania where the Group has acquired
in-depth country knowledge
-- Expand the Company's diamond footprint further afield to complement its
Zimbabwe strategy
-- Continue to work with Government and local communities in Zimbabwe in the
diamond sector, and to develop the diamond business in a transparent way
for the benefit of all stake holders
Key performance indicators
In executing its strategy, the Board considers the Group's key
performance indicators to be:
Cash cost per tonne milled
-- Cash cost per tonne is derived from aggregate cash costs divided by
tonnes milled and measures productivity.
-- BPPM cash cost per tonne was US$201 for the year and is derived from
aggregate cash costs divided by tonnes milled and measures productivity.
There was no production last year.
-- There has been no production at MPM this and last year given the mine was
on care and maintenance.
Cash costs per tonne of concentrate
-- Cash cost per tonne produced is calculated by dividing aggregate cash
cost by concentrate tonnes produced and measures productivity.
-- BPPM cash cost per tonne was $5,184 for the year and is derived from
aggregate cash costs divided by the tonnes produced. There was no
production last year.
-- There has been no production at MPM this year given the mine has been on
care and maintenance.
Plant production volumes as a measure of asset utilisation
-- BPPM processed mill feed of 14,452 tonnes. There was no production last
year.
-- There has been no production at MPM this and last year given the mine was
on care and maintenance.
Total resources and reserves
-- These indicators measure our ability to discover and develop new ore
bodies, including through acquisition of new mines, and to replace and
extend the life of our operating mines. In October 2020, we published a
JORC 2012 compliant resource estimate for BPPM which is described above.
The alluvial diamond interest in Zimbabwe where there is an expectation
of a right to mine is considered very prospective, but by its nature is
not susceptible to the estimation of a JORC resource.
The rate of utilisation of the Group's cash resources. This is
discussed further below.
Cash resources
The Group's year end position was US$1.385 million (2020:
US$0.478 million).
During the year cash used in operations were US$5.957 million,
with a significant portion of the balance directly related to
developing, supporting and maintaining our mining assets.
Cash outflows from investing activities were US$4.389 million
comprising additions to mining assets in the Group's Romanian
operations.
Cash net inflows from funding activities were US$ 11.253
million, comprising the net of the proceeds from the issuance of
shares of US$13.256 million less repayment of loans and borrowings
and finance expenses of US$2.003 million.
The Directors monitor the cash position of the Group closely to
plan sufficient funds within the business to allow the Group to
meet is commitments and continue the development of assets. As part
of this process, the Directors closely monitor capital expenditure
and the regulatory requirements of the licences to ensure they
continue in good standing.
Principal risks and uncertainties
Risk -- Going concern
The Group will require funding in the coming year to refinance
the Atlas Tranche 1 bond which becomes due on 29 January 2022 and
to provide general working capital. BPPM is currently producing and
is expected to shortly become profitable. The Directors are
confident that the Company will be able to obtain funds for such
requirements from debt providers, investors and royalty finance as
needed given the fundamental value of both assets have increased
significantly over the last year, supported by a strong demand
outlook for copper, production at BPPM together with continued
operational improvements, and the planned introduction of tested
XRT technology at both mines. However, while the Company is in
discussions with a number of potential investors and debt
providers, no binding funding agreement is in place at the date of
this Report. These conditions indicate the existence of material
uncertainty which may cast significant doubt about the Group's and
Company's ability to continue as a going concern. The financial
statements do not include the adjustment that would result if the
Group and Company were unable to continue as a going concern.
Mitigation/Comments
The Company is currently in discussions with lenders to
refinance the balance of the Atlas (Tranche 1) and Mercuria
facilities and to provide additional liquidity to bring MPM back
into production. The Board will also continue to engage with
providers of commodity trade finance, potential joint venture and
other investors in order for them to understand the fundamental
strength of the Group's business and attract additional funding
when required. The Board also will, whenever possible, retain
sufficient cash margin to offset contingencies. The Group's diamond
investments will not be subject to remittance restrictions as the
Group is advised that foreign currency regulations will allow
export proceeds not required to meet costs in Zimbabwe to be
retained offshore.
Risk -- Mining
Mining of natural resources involves significant risk. Drilling
and operating risks include geological, geotechnical, seismic
factors, industrial and mechanical incidents, technical failures,
labour disputes and environmental hazards.
Mitigation/Comments
Use of strong technical management together with modern
technology and electronic tools assist in reducing risk in this
area. Good employee relations are also key in reducing the exposure
to labour disputes. The Group is committed to following sound
environmental guidelines and is keenly aware of the issues
surrounding each individual project.
Risk - Commodity prices
Commodity prices are subject to fluctuation in world markets and
are dependent on such factors as mineral output and demand, global
economic trends and geo-political stability.
Mitigation/Comments
The Group's management constantly monitors mineral grades mined,
cost of production, and commodity diversity to ensure that mining
output becomes or remains economic. The anticipated marginal
contributions going forward at both BPPM and the Zimbabwe diamond
project opportunity are high versus fixed costs which provides a
degree of liquidity protection in the event prices decline
significantly.
Risk -- Management and Retention of Key Personnel
The successful achievement of the Group's strategies, business
plans and objectives depend upon its ability to attract and retain
certain key personnel.
Mitigation/Comments
The Group's policy is to foster a management culture where
management is empowered and where innovation and creativity in the
workplace are encouraged. The Group has in place a "Share
Appreciation Rights Scheme" for Directors and senior executives to
provide incentives based on the success of the business and
continues to consult third party benchmarks for remuneration. It
has also introduced more specific incentive arrangements for the
Group's diamond business in Zimbabwe.
Risk - Country and Political
The Group's operations are based in Romania and Zimbabwe.
Emerging market economies could be subject to greater risks,
including legal, regulatory, economic, bribery and political risks,
and are potentially subject to rapid change. In addition, there are
risks particular to Zimbabwe arising from a scarcity of foreign
exchange, difficulty with foreign remittances of funds and the, now
albeit very substantially mitigated, risk of indigenisation.
Mitigation/Comments
The Group's management team is experienced in its areas of
operation and skilled at operating within the framework of the
local culture in Romania and Zimbabwe to progress its objectives.
The Group routinely monitors political and regulatory developments
in each of its countries of operation. In addition, the Group
actively engages in dialogue with relevant government
representatives to keep abreast of all key legal and regulatory
developments applicable to its operations. The Group has several
internal processes and checks in place to ensure that it is wholly
compliant with all relevant regulations to maintain its mining or
exploration licences within each country of operation.
Risk - Social, Safety and Environmental
The Group's success may depend upon its social, safety and
environmental performance, as failures can lead to delays or
suspension of its mining activities. The risk of Covid-19 infection
may cause the mine to be shut-down temporarily.
Mitigation/Comments
The Group takes its responsibilities in these areas seriously
and monitors its performance across these areas on a regular basis.
The Group has adopted and obtained ISO 9001:2015 for Quality, ISO
45001: 2018 for Safety, and ISO 140001: 2015 for Environment. The
Group adheres to all Covid-19 rules, regulations, and guidelines in
preventing transmission of the infection through the workforce.
Corporate Governance
The Company has adopted the QCA (Quoted Company Alliance) Code
on corporate governance. Details of how the Company complies with
this are set out on the Company's website. Principles which are
required to be dealt with under the Code in the Company's Annual
Report are set out below.
Business model and strategy
This is described above under Strategy and elsewhere in this
Report.
Risk Management
In addition to its other roles and responsibilities, the Audit
and Compliance Committee is responsible to the Board for ensuring
that procedures are in place and are being implemented effectively
to identify, evaluate and manage the significant risks faced by the
Company.
The Directors have established procedures, as represented by
this statement, for the purpose of providing a system of internal
control. An internal audit function is not considered necessary or
practical due to the size of the Company and the close day to day
control exercised by the Executive Directors. The Board works
closely with and has regular ongoing dialogue with the Company
Financial Director and other Executive Directors and has
established appropriate reporting and control mechanisms to ensure
the effectiveness of its control systems.
The risks facing the Company are detailed above. The Board seeks
to mitigate such risks so far as it is able to, as explained above,
but certain important risks cannot be controlled. The CEO is
primarily responsible to the Board for risk management.
In particular, the products the Company mines and is seeking to
identify are traded globally at prices reflecting supply and demand
rather than the cost of production. In Romania, the Company seeks
to protect its cash flow by means of a long-term offtake agreement,
but it does not hedge future production.
Maintenance of a well-functioning Board of Directors led by the
Chairman
Current membership of the Board is as follows:
Name Role Appointed
Brian Moritz Non-executive Chairman 3 October 2016
Andrew Prelea Chief Executive Officer 1 March 2018
Roy Tucker Business Director 5 April 2005
Paul Fletcher Finance Director 6 November 2019
Craig Harvey Chief Operating Officer 1 March 2018
Nick Hatch Non-Executive Director 9 May 2018
Nigel Wyatt Non-Executive Director 23 August 2021
Eric Diack who was appointed on 30 May 2014 as a Non-Executive
Director, resigned on 4 May 2020.
All the Non-executive Directors are considered to be
independent.
All the Directors are subject to re-election at intervals of no
more than three years.
The table illustrates the success of the Board in refreshing its
membership.
The Board is well balanced both in its skill sets and in the
domicile of its members. Of the Executive Directors, Andrew Prelea
is resident in Romania, Roy Tucker and Paul Fletcher in the UK, and
Craig Harvey splits his time between Romania and Southern Africa,
with the majority of his time now spent in Romania. All the
Non-Executive Directors are resident in the UK.
All of the current Non-executive Directors are considered to be
independent.
Non-executive Directors are committed to devote three days per
month to the Company. Executive Directors devote substantially the
whole of their time to the Company.
Where possible Directors are physically present at board
meetings. However, due to the wide divergence of locations,
Directors may be present by telephone. The position is also
impacted currently by the Covid-19 situation.
During the year ended 30 April 2021 there were 12 board meetings
of the Company plus a further 7 of a formal nature. There was also
one General Meeting in addition to the Annual General Meeting. All
the directors attended all the board meetings.
Appropriate skills and experience of the Directors
The CVs of the Directors - four executives and three
non-executives - as disclosed on the website, are set out below. In
addition, the Company has employed the outsourced services of Ben
Harber of Shakespeare Martineau as company secretary.
Andrew Prelea -- Chief Executive Officer
Andrew has been involved in the mining sector for 9 years and
with Vast since 2013. He has spearheaded the development of the
Company's Romanian portfolio. Beginning his career in the early
1990s as a bulk iron ore and steel trader in Romania, he then went
on to develop his career in the property and earthmoving sector in
Australia before returning to Romania in 2003, initially to focus
on the development of properties for the Romanian Ministry of
Defence and latterly, private sector developments. Throughout his
28-year career, Andrew has developed extensive investor and public
relations experience and has advised the Romanian government on
wide ranging high-level topics including social housing and
economic policy. He has built a strong network of contacts across
the mining and metals industries and Europe and southern Africa, in
addition to policy makers and governmental authorities in both
Romania and Zimbabwe.
Brian Moritz - Chairman
Brian is a Chartered Accountant and former Senior Partner of
Grant Thornton UK LLP, London; he formed Grant Thornton's Capital
Markets Team which floated over 100 companies on AIM under his
chairmanship. In December 2004, he retired from Grant Thornton UK
LLP to concentrate on bringing new companies to the market. He
specialises in natural resources companies, primarily in Africa,
and was formerly chairman of Metal Bulletin plc, African Platinum
plc and Chromex Mining plc as well as currently being chairman of
several junior mining companies.
Roy Tucker -- Business Director
Roy is a Chartered Accountant with 44 years of high level and
broad spectrum professional and business experience. He has been
the founder of a London banking group, served on bank boards and
had a position as a major shareholder of a substantial London
commodity house. He is also the founder of Legend Golf and Safari
Resort in South Africa. He has substantial investment in the
Romanian property sector.
Paul Fletcher -- Finance Director
Paul is a Chartered Accountant and Fellow of the Association of
Corporate Treasurers with 29 years' experience working in the
commodity and financial services industries. He has held a variety
of senior international finance and operational roles in trading,
processing, and financial businesses in the US, Europe, and
Asia.
Craig Harvey -- Chief Operating Officer
Craig began his career with Gold Fields of SA in 1988 as a
bursary student in Economic Geology where he worked on various
gold, platinum, coal and exploration projects. At Harmony Gold he
managed the mineral resources on various operations and was
involved in due diligence on acquisitions. He joined Simmer and
Jack with a focus on shallow hydro-thermal gold deposits in the
Eastern Transvaal and later moved into a corporate role managing
and auditing the mineral resource process across all gold and
uranium operations. Craig spent 3 years in a Principal Consultant
role for Ravensgate based in Perth, Australia, where he conducted
numerous resource estimations, valuations and technical reports
mainly in gold, uranium, copper and iron ore. Craig joined Vast
Resources as a consultant in 2013 and became Chief Operating
Officer in March 2017. During his tenure with Vast Resources, he
has been heavily involved in both Zimbabwe and Romania.
Nick Hatch -- Non-Executive Director
Nick has more than 35 years' experience in mining investment
banking, primarily as a mining analyst and in managing mining &
metals research and equities teams. He was most recently Director
of Mining Equity Research at Canaccord Genuity in London. Nick's
experience includes researching and advising on mining companies
and projects across the globe and across the commodity spectrum and
includes companies of all sizes. Nick left investment banking in
2017, and has recently set up his own company, Nick Hatch Mining
Advisory Ltd, to provide mining research, business development and
financing advice. He holds a degree in Mining Geology and is a
Chartered Engineer.
Nigel Wyatt -- Non-Executive Director
Nigel is a Chartered Engineer, a graduate of the Camborne School
of Mines. He has held senior positions in several mining and
engineering companies primarily in Southern Africa. These include
CEO of Chromex Mining Plc, group marketing director of a De Beers
subsidiary group supplying specialised, materials, engineering and
technology to the mining and industrial sectors, and commercial
director of Dunlop Industrial Products (Pty) Ltd, South Africa. He
has wide ranging experience in ore and diamond recovery
technologies and the manufacture of electronic sorting equipment.
His experience includes the design and erection of ore sorting and
treatment plants.
The Company believes that the current balance of skills on the
Board, as a whole, reflects the broad range of commercial and
professional skills that the Company requires. Among the Executive
Directors, Andrew Prelea is experienced in general management,
including identifying and negotiating new business opportunities;
Roy Tucker is a Chartered Accountant with many years' experience in
general executive management; Paul Fletcher is a Chartered
Accountant and Fellow of the Association of Corporate Treasurers
with broad international and financial management experience in the
commodity sector, and Craig Harvey is a qualified geologist
experienced in constructing and operating mines.
Among the Non-executives, Brian Moritz is a Chartered Accountant
with senior experience. In addition to his financial skills he has
former experience as a Registered Nominated Adviser. Nick Hatch is
a qualified geologist with experience in evaluating mining
companies and natural resource projects. Nigel Wyatt is a Chartered
Engineer, a graduate of the Camborne School of Mines with wide
ranging experience in the commercial aspects of mining and in ore
and diamond recovery technologies.
Importantly, three Directors without geological qualifications
have significant experience with junior companies in the natural
resources sector.
Evaluation of Board Performance
The Group is in the process of fast evolution and at this stage
in the Company's development it is not deemed necessary to adopt
formal procedures for evaluation of the Board or of the individual
Directors. There is frequent informal communication between members
of the Board and peer appraisal takes place on an ongoing basis in
the normal course of events. However, the Board will keep this
under review and may consider formalised independent evaluation
reviews at a later stage in the Company's development.
Given the size of the Company, the whole Board is involved in
the identification and appointment of new Directors and as a
result, a Nominations Committee is not considered necessary at this
stage. The importance of refreshing membership of the Board is
recognised and has been implemented. In 2018 Andrew Prelea was
appointed to replace Roy Pitchford as CEO, and Nick Hatch replaced
Brian Basham as a Non-executive Director. In November 2019, Paul
Fletcher was appointed to the Board as Finance Director, and in
2021 Nigel Wyatt was appointed to replace Eric Diack as
Non-executive Director. Nevertheless, it is envisaged that the
Board will be strengthened in due course as and when new projects
are operated by the Company.
Maintenance of Governance Structures and Processes
The corporate governance structures which the Company is able to
operate are limited by the size of the Board, which is itself
dictated by the current size and geographical spread of the
Company's operations, with Directors resident in the UK, Romania
and Southern Africa. With this limitation, the Board is dedicated
to upholding the highest possible standards of governance and
probity.
The Chairman, Brian Moritz:
-- leads the Board and is primarily responsible for the effective working of
the Board;
-- in consultation with the Board ensures good corporate governance and sets
clear expectations with regards to Company culture, values and behaviour;
-- sets the Board's agenda and ensures that all Directors are encouraged to
participate fully in the activities and decision-making process of the
Board.
The CEO, Andrew Prelea:
-- is primarily responsible for developing Vast's strategy in consultation
with the Board, for its implementation and for the operational management
of the business;
-- is primarily responsible for new projects and expansion;
-- in conjunction with the CFO and CCO is responsible for attracting finance
and equity for the Company;
-- runs the Company on a day-to-day basis;
-- implements the decisions of the Board;
-- monitors, reviews and manages key risks;
The Chief Operating Officer, Craig Harvey:
-- is responsible for operational improvements and efficiency of mining
operations in Romania;
-- is responsible for expansion and exploration of projects at the mine
level;
-- is responsible for the Baita Plai mine ramp-up;
-- assists and advises on the operation and expansion of other operations
and projects;
-- provides technical input on new projects.
The Business Director, Roy Tucker:
-- deals with executive matters as they arise;
-- is the main point of contact with the Company's lawyers and Nomad, and
the London Stock Exchange;
-- is responsible for legal and compliance matters;
The Finance Director, Paul Fletcher:
-- is responsible for the administration of all aspects of the Group;
-- oversees the accounting and treasury function of all Group companies;
-- in conjunction with the CEO, is responsible for the financial risk
management of the Company;
-- is responsible for financial modelling to support fund raising
initiatives and structuring trade related funding;
-- is responsible for financial planning and analysis;
-- deals with all matters relating to the independent audit.
The Remuneration Committee is currently chaired by Nick Hatch
and comprises Nick Hatch and Brian Moritz, following the
resignation of Eric Diack. The Remuneration Committee is
responsible for establishing a formal and transparent procedure for
developing policy on executive remuneration and to set the
remuneration packages of individual Directors. The Committee's
policy is to provide a remuneration package which will attract and
retain Directors and management with the ability and experience
required to manage the Company and to provide superior long-term
performance.
The Audit and Compliance Committee is currently chaired by Brain
Moritz following the resignation of Eric Diack and comprises Brian
Moritz and Nick Hatch. It normally meets twice per annum to inter
alia, consider the interim and final results. In the latter case
the auditors are present and the meeting considers and takes action
on any matters raised by the auditors arising from their audit.
Matters reserved for the Board include:
-- Vision and strategy
-- Production and trading results
-- Financial statements and reporting
-- Financing strategy, including debt and other external financing sources
-- Budgets, acquisitions and expansion projects, divestments and capital
expenditure and business plans
-- Corporate governance and compliance
-- Risk management and internal controls
-- Appointments and succession plans
-- Directors' remuneration
Shareholder Communication
The Board is committed to maintaining effective communication
and having constructive dialogue with its shareholders in
accordance with Principle Two of the Quoted Companies Alliance Code
as adopted by the Company. The Company is desirous of obtaining an
institutional shareholder base, and institutional shareholders and
analysts will have the opportunity to discuss issues and provide
feedback at meetings with the Company.
The Investors section of the Company's website provides all
required regulatory information as well as additional information
shareholders may find helpful including: information on Board
members, advisors and significant shareholdings, a historical list
of the Company's Announcements, its corporate governance
information, the Company's publications including historic annual
reports and notices of annual general meetings, together with share
price information.
The results of shareholder meetings will be publicly announced
through the regulatory system and displayed on the Company's
website with suitable explanations of any actions undertaken as a
result of any significant votes against resolutions.
Section 172 (1) Statement
The Directors of the Company must act in accordance with a set
of general duties. These duties are detailed in section 172 of the
UK Companies Act 2006. This Section 172 statement explains how the
Directors fulfil these duties.
Each Director must act in a way that they consider, in good
faith, would be most likely to promote the Company's success for
the benefit of its members as a whole, and in doing so have regard
(among other matters) to:
S172(1) (a) "The likely consequences of any decision in the long
term"
The Board refocused its resources on two key mining
opportunities in Romania and Zimbabwe. These opportunities comprise
BPPM in Romania, and the Group's expected diamond concession in
Zimbabwe. The Board is also looking to expand the Company's diamond
footprint further afield to complement its Zimbabwe strategy. For
further details on the Company's strategy and the key performance
indicators, please see page 9 and 10 of the Annual Report. The
Board has implemented processes to identify, measure, manage, and
mitigate risks and uncertainties arising from the implementation of
its strategy. These risks and uncertainties are highlighted on
pages 10 and 11 of the Annual Report and the processes by which
they are managed are highlighted under the Risk Management
principles set out on the Corporate Governance section on page 11
of the Annual Report.
S172(1) (b) "The interests of the Company's employees"
The successful achievement of the Group's strategies, business
plans and objectives depend upon its ability to attract, motivate,
and protect the safety of its employees. Health and Safety, and
Human Rights policies clearly articulate the Board's expectations
and safeguard the interests of the Company's employees. The Group's
policy is to foster a management culture where management is
empowered and where innovation and creativity in the workplace are
encouraged and rewarded. This is reflected in the performance
programs that the Company has implemented.
S172(1) (c) "The need to foster the company's business
relationships with suppliers, customers and others"
The Company has ongoing dialogue with its customers and
suppliers and ensures that a strong relationship is maintained at
the level of senior management. This ensures alignment with the
Company's business objectives and promotes strong collaboration. As
mentioned on page 15 of the Annual Report, under Shareholder
Communication, the Board maintains effective communication with its
shareholders and provides updates and information through public
announcements on the regulatory system and on the Company
website.
S172(1) (d) "The impact of the company's operations on the
community and the environment"
As mentioned on page 11 of the Annual Report, under Risk --
Social, Safety and Environmental, the Group monitors its
performance across these areas on a regular basis. The Group has
adopted and obtained ISO 9001:2015 for Quality, ISO 45001: 2018 for
Safety, and ISO 140001: 2015 for Environment. The Group adheres to
all Covid-19 rules, regulations, and guidelines in preventing
transmission of the infection through the workforce. As mentioned
in the Chairman's Report on page 6 of the Annual Report, the
Company has also implemented formal policies on these areas.
S172(1) (e) "The desirability of the company maintaining a
reputation for high standards of business conduct"
As more fully explained on page 6 of the Chairman's Report of
the Annual Report and under the Corporate Governance section on
page 11 of the Annual Report the Board strives to promote a culture
based on high business conduct standards.
S172(1) (f) "The need to act fairly as between members of the
company"
Having assessed all necessary factors, and as supported by the
processes described above, the Directors consider the best approach
to delivering on the Company's strategy. This is done after
assessing the impact on all stakeholders and is performed in such a
manner so as to act fairly as between the Company's members.
Outlook
The team at BPPM has successfully navigated the challenges in FY
Q2 2021 and has established processes, procedures, and technical
capabilities that provide the necessary platform to realise the
value of BPPM. We continue to hold MPM on care and maintenance and
we have been re-evaluating the recommencement of production given
significantly more favourable economics supported by strong demand
for copper and improved production techniques. We are actively
engaged with new lenders to support the restart of MPM. We remain
confident that we will be able to conclude our mining agreement in
Zimbabwe despite the delays.
The economic fundamentals for the Company's polymetallic
business are strong. Increased demand for copper and tightness in
supply have significantly lifted copper prices. The forecast global
growth in electric vehicles remains likely to create, over the next
decade, a shortage of copper as producers struggle to meet demand
as a consequence of declining grades, water supply issues and
community resistance holding back discovery and exploitation of new
resources. Management also believes that the business environment
in Zimbabwe will improve as the government establishes an
attractive base for sustainable foreign investment, and that the
Group, having established production at BPPM and having acquired
significant first mover know-how, will begin to see traction on its
other Romanian opportunities. The value add to the Company over the
last few years has been considerable. Management believes that a
combination of a bullish outlook on polymetallics together with a
reduction in Romanian and Zimbabwean country risk premiums will
provide significant medium-term growth in the share price and bode
well for the financial performance of these businesses.
Many thanks to fellow Board members and management for the
commitment and hard work that has been put into the Group. I also
thank all our stakeholders for their support through these
challenging times.
On behalf of the Board,
Andrew Prelea
Group Chief Executive Officer
REPORT OF THE DIRECTORS
for the year ended 30 April 2021
The Directors present their report together with the audited
financial statements for the twelve-month period ended 30 April
2021.
Results and dividends
The Group statement of comprehensive income is set out on page
27 of the Annual Report and shows the profit for the period.
The Directors do not recommend the payment of a dividend (2020:
nil).
Financial instruments
Details of the use of financial instruments by the Company and
its subsidiary undertakings are contained in note 19 of the
financial statements.
Directors
The Directors who served during the period and up to the date
hereof were as follows: -
Date of Appointment
Roy Tucker 5 April 2005
Eric Diack 30 May 2014 (resigned 4 May 2020)
Brian Moritz 3 October 2016
Andrew Prelea 1 March 2018
Craig Harvey 1 March 2018
Nick Hatch 9 May 2018
Paul Fletcher 6 November 2019
Nigel Wyatt 23 August 2021
Directors' interests
The interests in the shares of the Company of the Directors who
served during the period were as follows:
30 April 2021 30 April 2020
New Reorganised
Ordinary Shares* Ordinary Shares Ordinary Shares
Eric Diack - - -
Nigel Wyatt - - -
Paul Fletcher 340,481 34,048,104 17,381,437
Craig Harvey 56,500 5,650,000 5,650,000
Nick Hatch - - -
Brian Moritz 250,000 25,000,000 10,000,000
Andrew Prelea 16,065,147 1,606,514,739 43,179,476
Roy Tucker 2,945,757 294,575,782 69,569,992
Total 19,657,885 1,965,788,625 145,780,905
================= =============== ===============
*Restates the ordinary share holdings at 30 April 2021 as new
ordinary shares issued under the Company's Capital Reorganisation
approved on 5 May 2021 (the "New Reorganised Ordinary Shares").
Subsequent to the period end, Paul Fletcher acquired 365,000 New
Reorganised Ordinary Shares.
Cash-settled share rights
The following rights are held by Directors in a cash-settled
share rights performance programme:
Outstanding Outstanding
Subscription at 30 April Exercised during Lapsed during at 30 April Exercise
price 2020 last 12 months last 12 months 2021 date
Roy Tucker 8.75p 1,500,000 - (1,500,000) -
9.00p 750,000 - (750,000) -
50% Aug
6.00p 2,750,000 - - 2,750,000 2012
50% Aug
2013
Total 5,000,000 - (2,250,000) 2,750,000
============ ================ =============== ============
As a result of the Capital Reorganisation undertaken on 5 May
2021, the cash-settled share rights Share of 2,750,000 as
outstanding at 31 April 2021 have been reduced by a factor of 100
to 27,500 after the period end.
See note 21 for further details of this programme.
Share Appreciation Rights Scheme
The following Directors have been granted rights under the
Company's Share Appreciation Rights Scheme:
Exercised /
In issue Grant Awarded during lapsed during In issue
at date period period at
30 Apr 20 30 Apr 21 Vesting period
Start Finish
Eric 5,000,000 01-Mar-18 5,000,000 31-Mar-19 31-Mar-22
Diack 5,000,000 01-Mar-18 5,000,000 31-Mar-20 31-Mar-23
Paul 5,000,000 04-Nov-19 5,000,000 04-Nov-19 03-Nov-22
Fletcher 5,000,000 04-Nov-19 5,000,000 04-Nov-19 31-Mar-23
17,500,000 17,500,000 24-Nov-20 23-Nov-23
17,500,000 17,500,000 31-Mar-21 31-Mar-24
Nick 5,000,000 5,000,000 24-Nov-20 23-Nov-23
Hatch 5,000,000 5,000,000 31-Mar-21 31-Mar-24
Craig 9,000,000 01-Mar-18 9,000,000 31-Mar-19 31-Mar-22
Harvey 9,000,000 01-Mar-18 9,000,000 31-Mar-20 31-Mar-23
9,000,000 04-Nov-19 9,000,000 04-Nov-19 03-Nov-22
9,000,000 04-Nov-19 9,000,000 04-Nov-19 31-Mar-23
10,000,000 10,000,000 24-Nov-20 23-Nov-23
10,000,000 10,000,000 31-Mar-21 31-Mar-24
Andrew 18,000,000 01-Mar-18 18,000,000 31-Mar-19 31-Mar-22
Prelea 18,000,000 01-Mar-18 18,000,000 31-Mar-20 31-Mar-23
18,000,000 04-Nov-19 18,000,000 04-Nov-19 03-Nov-22
18,000,000 04-Nov-19 18,000,000 04-Nov-19 31-Mar-23
Roy 9,000,000 01-Mar-18 9,000,000 31-Mar-19 31-Mar-22
Tucker 9,000,000 01-Mar-18 9,000,000 31-Mar-20 31-Mar-23
9,000,000 04-Nov-19 9,000,000 04-Nov-19 03-Nov-22
9,000,000 04-Nov-19 9,000,000 04-Nov-19 31-Mar-23
11,250,000 11,250,000 24-Nov-20 23-Nov-23
11,250,000 11,250,000 31-Mar-21 31-Mar-24
164,000,000 87,500,000 251,500,000
=========== ============== ============== ===========
As a result of the Capital Reorganisation undertaken on 5 May
2021, the Share Appreciation Rights of 251,500,000 as issued at 31
April 2021 have been reduced by a factor of 100 to 2,515,000 after
the period end.
See note 21 for further details of the SARS.
Directors' remuneration
2021 2020
Salary/Fees Other Total Salary/Fees Other Total
$'000 $'000 $'000 $'000 $'000 $'000
Eric Diack - - - 30 - 30
Paul Fletcher 132 3 135 64 2 66
Craig Harvey 180 - 180 180 - 180
Nick Hatch 29 - 29 28 - 28
Brian Moritz 29 - 29 32 - 32
Andrew Prelea 227 - 227 226 - 226
Roy Tucker 150 - 150 150 - 150
Total 747 3 750 710 2 712
=========== ===== ===== =========== ===== =====
The Company has developed a practice of deferring payment of
varying proportions of sums earned by Directors until the Company
liquidity position improves.
As at 30 April 2021 a total of US$319,317 was owed to the
Directors (Brain Moritz - US$55,086, Nick Hatch US$56,185, Eric
Diack US$47,876, and Roy Tucker US$160,170). As at 30 April 2020 a
total of US$321,073 was owed to the Directors (Brain Moritz -
US$47,630, Nick Hatch US$42,193, Eric Diack US$37,500, and Roy
Tucker US$193,750).
Future developments
The Company's plans for future developments are more fully set
down in the Strategic Report, on pages 7 to 16 of the Annual
Report.
Research and development
The results of BPPM metallurgical testing were received from
Grinding Solutions Ltd and met the Company's internal expectations,
confirming high recoveries and high-grade copper and zinc
concentrates.
The Company has assessed the suitability of X-Ray Sorting
Technology ('XRT') to optimise the production profile of both BPPM
and MPM. The test results received from TOMRA indicate that the
implementation of XRT equipment significantly improves the
economics of both mines, and in the case of MPM the improvement is
particularly significant.
Disabled employees
The Group gives full consideration to applications for
employment from disabled persons where the candidate's particular
aptitudes and abilities are consistent with adequately meeting the
requirements of the job. Opportunities are available to disabled
employees for training, career development and promotion.
Where existing employees become disabled, it is the Company's
policy to provide continuing employment wherever practicable in the
same or an alternative position and to provide appropriate training
to achieve this aim.
Auditors
All of the current Directors have taken all the steps that they
ought to have taken to make themselves aware of any information
needed by the Group's auditors for the purposes of their audit and
to establish that the auditors are aware of that information. The
Directors are not aware of any relevant audit information of which
the auditors are unaware. Vast's auditor, Crowe U.K. LLP, was
initially appointed on 25 April 2016 and it is proposed by the
Board that they be reappointed as auditors at the forthcoming
AGM.
Events after the reporting date
These are disclosed in Note 26.
By order of the Board
Ben Harber
Secretary
28 October 2021
Statement of Directors' responsibilities
The Directors are responsible for preparing the Strategic
Report, the Directors' Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have elected to prepare the financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the EU and applicable law.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the company and the group and of
the profit or loss of the group for that period. In preparing these
financial statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and accounting estimates that are reasonable and prudent;
-- state whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the financial
statements;
-- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and enable them to ensure that the
financial statements comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the Group and hence
for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
They are further responsible for ensuring that the Strategic
Report and the Report of the Directors and other information
included in the Annual Report and Financial Statements is prepared
in accordance with applicable law in the United Kingdom.
The maintenance and integrity of the Group's website is the
responsibility of the Directors.
Legislation in the United Kingdom governing the preparation and
dissemination of the accounts and the other information included in
annual reports may differ from legislation in other
jurisdictions.
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF VAST RESOURCES
PLC
Opinion
We have audited the financial statements of Vast Resources plc
(the "Parent Company") and its subsidiaries (the "Group") for the
year ended 30 April 2021, which comprise:
-- the Group statement of comprehensive income for the year ended 30 April
2021;
-- the Group and Parent Company statements of financial position as at 30
April 2021;
-- the Group and Parent Company statements of cash flows for the year then
ended;
-- the Group and Parent Company statements of changes in equity for the year
then ended; and
-- the notes to the financial statements, including a summary of significant
accounting policies.
The financial reporting framework that has been applied in the
preparation of the financial statements is applicable law and
International Accounting Standards in conformity with the
requirements of the Companies Act 2006, and as regards the parent
company, as applied in accordance with the provisions of the
Companies Act 2006
In our opinion:
-- the financial statements give a true and fair view of the state of the
Group's and of the Parent Company's affairs as at 30 April 2021 and of
the Group's loss for the period then ended;
-- the group financial statements have been properly prepared in accordance
with International Accounting Standards in conformity with the
requirements of the Companies Act 2006;
-- the parent company financial statements have been properly prepared in
accordance with International Accounting Standards in conformity with the
requirements of the Companies Act 2006 as applied in accordance with the
provisions of the Companies Act 2006, and
-- the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Group
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to the basis of preparation and going concern
assessment note on page 32 of the Annual Report in the financial
statements, which indicates that the group will require the receipt
of additional funds from either debt providers, investors or
royalty financiers and whilst discussions are on-going no binding
agreements are in place. As stated in this note, these events or
conditions, along with the other matters as set forth in the note,
indicate that a material uncertainty exists that may cast
significant doubt on the company's and group's ability to continue
as a going concern. Our opinion is not modified in respect of this
matter.
In auditing the financial statements, we have concluded that the
directors use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the group and entity's
ability to continue to adopt the going concern basis of accounting
included:
-- Obtaining managements going concern assessment and testing the
mathematical accuracy of the model;
-- Considering the key assumptions into the model including metal prices,
operating expenditure and production volumes and agreeing to forecast
data;
-- Reviewing the disclosures made in the financial statements relating to
going concern and agreeing it is consistent with management's assessment;
and
-- Performing our own sensitivity analysis having regard to the risk that
key financing events are delayed or do not occur.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall
materiality for the Group financial statements as a whole to be
$230,000 (2020: $170,000), based on approximately 1% of the Group's
assets.
We use a different level of materiality ('performance
materiality') to determine the extent of our testing for the audit
of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment and is
approximately $172,000.
Where considered appropriate performance materiality may be
reduced to a lower level, such as, for related party transactions
and directors' remuneration.
We agreed with the Audit Committee to report to it all
identified errors in excess of $7,000. Errors below that threshold
would also be reported to it if, in our opinion as auditor,
disclosure was required on qualitative grounds.
Overview of the scope of our audit
Of the Group's reporting components, in addition to the Parent
Company, we identified two entities comprising one component
requiring audit procedures to be performed for group reporting
purposes, the component is located in Romania. The components
within the scope of our work accounted for 100% of the group's
total assets and 100% of the result for the period. The work on
these components was performed by local auditors under our
direction and review.
We issued instructions to the local auditors which included
details of the significant areas to be covered, including the key
audit matters detailed below, and the information required to be
reported back. We reviewed the audit work performed by the local
auditors, communicated our findings therefrom and any further work
required by us was then performed by the local auditor.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had
the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters.
In addition to the matter described in the 'Material uncertainty
related to going concern section, we have determined the following
key audit matters. This is not a complete list of all risks
identified by our audit.
Key audit matter
How the scope of our audit addressed the key audit matter
Carrying value of property, plant and equipment
At 30 April 2021 the group had property, plant and equipment of
$17.2m (2020: $12.7m). The group incurred a loss from operations of
$4.2m and therefore there could be evidence that these assets are
impaired.
We reviewed management's assessment as to whether there is any
indication of impairment to the assets in line with IAS 36 --
Impairment of assets. That assessment concluded that there was no
indication of impairment and the existence of the operating loss
was due to the assets either being under care and maintenance until
resources are available to put them into production or the assets
being in their early stage of production following a period of
additional capital expenditure. In particular, we had regard
to:
-- whether there was any evidence that the estimates of reserves had changed
during the year;
-- whether metal prices had decreased indicating that the value of those
reserves could be less than the carrying amount of the assets;
-- management's plans for the development of the assets in the current year
and also for commercialisation of the assets in future periods; and
-- the adequacy of disclosures made in the financial statements in relation
to the property plant and equipment.
Carrying value of investments and intercompany receivables --
Parent Company
The carrying value of investments in subsidiaries in the parent
company financial statements at 30 April 2021 was $23.3m as well as
intercompany receivables of $20.4m. The valuation of these
investments and the recovery of the intercompany receivables are
almost entirely dependent on the successful execution of the
business plan. Failure to execute the business plan would likely
result in an impairment to the carrying value of the investments in
loans to subsidiaries.
We obtained management's assessment of the impairment of
investment in subsidiaries and the intercompany receivables. We
considered the following matters:
-- The reasonableness of the assumptions used by management in assessing the
forecast cashflows of the underlying assets in the subsidiary and thus
the ability of the subsidiaries to generate profit and ultimately remit
that to the Parent Company; and
-- Sensitivity analysis on these cashflows.
Our audit procedures in relation to these matters were designed
in the context of our audit opinion as a whole. They were not
designed to enable us to express an opinion on these matters
individually and we express no such opinion.
Other information
The directors are responsible for the other information
contained within the annual report. The other information comprises
the information included in the annual report, other than the
financial statements and our auditor's report thereon. Our opinion
on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this
regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion based on the work undertaken in the course of our
audit
-- the information given in the strategic report and the directors' report
for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
-- the strategic report and the directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the group and the
parent company and their environment obtained in the course of the
audit, we have not identified material misstatements in the
strategic report or the directors' report.
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
-- adequate accounting records have not been kept by the parent company, or
returns adequate for our audit have not been received from branches not
visited by us; or
-- the parent company financial statements are not in agreement with the
accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not
made; or
-- we have not received all the information and explanations we require for
our audit.
Responsibilities of the directors for the financial
statements
As explained more fully in the directors' responsibilities
statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group's and parent company's ability
to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
We obtained an understanding of the legal and regulatory
frameworks within which the Group operates, focusing on those laws
and regulations that have a direct effect on the determination of
material amounts and disclosures in the financial statements. The
laws and regulations we considered in this context were relevant
company law and taxation legislation in the UK and Romania being
the principal jurisdictions in which the Group operates.
We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud, to be
the override of controls by management. Our audit procedures to
respond to these risks included enquiries of management about their
own identification and assessment of the risks of irregularities,
sample testing on the posting of journals and reviewing accounting
estimates for biases in particular where significant judgements are
involved (see Key Audit Matters above).
Owing to the inherent limitations of an audit, there is an
unavoidable risk that some material misstatements of the financial
statements may not be detected, even though the audit is properly
planned and performed in accordance with the ISAs (UK).
The potential effects of inherent limitations are particularly
significant in the case of misstatement resulting from fraud
because fraud may involve sophisticated and carefully organised
schemes designed to conceal it, including deliberate failure to
record transactions, collusion or intentional misrepresentations
being made to us.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
John Glasby (Senior Statutory Auditor)
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
28 October 2021
Group statement of comprehensive income
for the year ended 30 April 2021
30 Apr 2021 30 Apr 2020
12 Months 12 Months
Group Group
Note $'000 $'000
Revenue 896 -
Cost of sales (2,642) -
Gross loss (1,746) -
Overhead expenses (2,439) (7,243)
Depreciation of property, plant and
equipment 2 (724) (913)
Profit / (loss) on sale of property,
plant and equipment 2 -
Share option and warrant expense 2, 21 (178) (440)
Sundry income 88 175
Exchange gain / (loss) 2 2,612 (1,977)
Other administrative and overhead
expenses (4,239) (4,088)
-----------
Fair value movement in available for
sale investments 15 (29) -
Loss from operations (4,214) (7,243)
Finance income 4 4 30
Finance expense 4 (3,509) (1,099)
Loss before taxation from continuing
operations (7,719) (8,312)
Taxation charge 5 - -
Total loss after taxation for the
period (7,719) (8,312)
Other comprehensive income
Items that may be subsequently reclassified
to either profit or loss
Exchange gain /(loss) on translation
of foreign operations (1,740) 1,045
Total comprehensive expense for the
period (9,459) (7,267)
=========== ===========
Total profit / (loss) attributable
to:
- the equity holders of the parent
company (7,755) (8,000)
- non-controlling interests 36 (312)
(7,719) (8,312)
=========== ===========
Total comprehensive profit / (loss)
attributable to:
- the equity holders of the parent
company (9,495) (6,955)
- non-controlling interests 36 (312)
(9,459) (7,267)
=========== ===========
(Loss) per share - basic and diluted 8 (0.05) (0.08)
The accompanying accounting policies and notes on pages 32 to 64
of the Annual Report form an integral part of these financial
statements.
Group statement of changes in equity
for the year ended 30 April 2021
Foreign currency
Share Share Share option translation Retained Non-controlling
capital premium reserve reserve deficit Total interests Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
At 30 April 2019 23,702 81,685 1,615 (722) (100,937) 5,343 (41) 5,302
Total comprehensive loss
for the period - - - 1,045 (8,000) (6,955) (312) (7,267)
Share option and warrant
charges - - 440 - - 440 - 440
Share options and warrants
lapsed - - (382) - 382 - - -
Share warrants issued to
debt provider - - 1,310 - - 1,310 - 1,310
- Millwall International
Investments Limited - - - (1,178) 1,178 - - -
Shares issued:
- for cash consideration 3,373 1,303 - - - 4,676 4 4,680
- to settle liabilities 21 9 - - - 30 - 30
At 30 April 2020 27,096 82,997 2,983 (855) (107,377) 4,844 (349) 4,495
------- ------- ------------ ---------------- --------- ------- --------------- -------
Total comprehensive loss
for the period - - - (1,740) (7,755) (9,495) 36 (9,459)
Share option and warrant
charges - - 178 - - 178 - 178
Share options and warrants
lapsed - - (179) - 179 - - -
VBP NCI acquisition (6,756) (6,756) 313 (6,443)
Shares issued:
- for cash consideration 9,674 3,582 - - - 13,256 - 13,256
- for NCI acquisition 3,790 2,653 6,443 6,443
- to settle liabilities 532 116 - - - 648 - 648
At 30 April 2021 41,092 89,348 2,982 (2,595) (121,709) 9,118 - 9,118
------- ------- ------------ ---------------- --------- ------- --------------- -------
The accompanying accounting policies and notes on pages 32 to 64
of the Annual Report form an integral part of these financial
statements.
Company statement of changes in equity
for the year ended 30 April 2021
Share Share Share option Foreign currency Retained
capital premium reserve translation reserve deficit Total
$'000 $'000 $'000 $'000 $'000 $'000
At 30 April 2019 23,702 81,685 1,615 (4,954) (69,939) 32,109
Total comprehensive loss
for the period - - - - (13,937) (13,937)
Share option and warrant
charges - - 440 - - 440
Share options and warrants
lapsed - - (382) - 382 -
Share warrants issued to
debt provider - - 1,310 - - 1,310
Shares issued:
- for cash consideration 3,373 1,303 - - - 4,676
- to settle liabilities 21 9 - - - 30
At 30 April 2020 27,096 82,997 2,983 (4,954) (83,494) 24,628
------- ------- ------------ -------------------- -------- --------
Total comprehensive loss
for the period - - - - (4,464) (4,464)
Share option and warrant
charges - - 178 - - 178
Share options and warrants
lapsed - - (179) - 179 -
Shares issued:
- for cash consideration 9,674 3,582 - - - 13,256
- for NCI acquisition 3,790 2,653 6,443
- to settle liabilities 532 116 - - - 648
At 30 April 2021 41,092 89,348 2,982 (4,954) (87,779) 40,689
======= ======= ============ ==================== ======== ========
The accompanying accounting policies and notes on pages 32 to 64
of the Annual Report form an integral part of these financial
statements.
Group and Company statements of financial position
As at 30 April 2021
30 Apr 30 Apr 30 Apr 30 Apr
2021 2020 2021 2020
Group Group Company Company
$'000 $'000 $'000 $'000
Assets Note
Non-current assets
Property, plant and equipment 10 17,284 12,735 4 2
Available for sale investments 15 891 - 891 -
Investment in subsidiaries 11 - - 23,302 1,297
Loans to group companies - - 20,373 27,258
18,175 12,735 44,570 28,557
--------- --------- -------- --------
Current assets
Inventory 13 936 476 - -
Receivables 14 3,207 2,461 499 298
Available for sale investments 15 - 920 - 920
Cash and cash equivalents 1,385 478 1,315 390
Total current assets 5,528 4,335 1,814 1,608
--------- --------- -------- --------
Total Assets 23,703 17,070 46,384 30,165
Equity and Liabilities
Capital and reserves attributable
to equity holders of the
Parent
Share capital 20 41,092 27,096 41,092 27,096
Share premium 20 89,348 82,997 89,348 82,997
Share option reserve 2,982 2,983 2,982 2,983
Foreign currency translation
reserve (2,595) (855) (4,954) (4,954)
Retained deficit (121,709) (107,377) (87,779) (83,494)
9,118 4,844 40,689 24,628
Non-controlling interests - (349) - -
Total equity 9,118 4,495 40,689 24,628
--------- --------- -------- --------
Non-current liabilities
Loans and borrowings 16 - 8,343 - 4,589
Provisions 18 1,206 420 - -
Deferred tax liability - - - -
1,206 8,763 - 4,589
--------- --------- -------- --------
Current liabilities
Loans and borrowings 16 9,593 392 5,064 -
Trade and other payables 17 3,786 3,420 631 948
Total current liabilities 13,379 3,812 5,695 948
--------- --------- -------- --------
Total liabilities 14,585 12,575 5,695 5,537
Total Equity and Liabilities 23,703 17,070 46,384 30,165
The accompanying accounting policies and notes on pages 32 to 64
of the Annual Report form an integral part of these financial
statements. The parent Company reported a loss after taxation for
the year of US$ 4.464 million (2020: US$ 13.937 million loss). The
financial statements on pages 27 to 64 of the Annual Report were
approved and authorised for issue by the Board of Directors on 28
October 2021 and were signed on its behalf by:
Registered number 5414325
Paul Fletcher - Director 28 October 2021
Group and Company statements of cash flow
for the year ended 30 April 2021
30 Apr 30 Apr 30 Apr 30 Apr
2021 2020 2021 2020
Group Group Company Company
$'000 $'000 $'000 $'000
CASH FLOW FROM OPERATING ACTIVITIES
Profit (loss) before taxation for
the period (7,719) (8,312) (4,464) (13,937)
Adjustments for:
Depreciation and impairment charges 724 913 - -
Profit on sale of property, plant
and equipment (2) - - -
Gain on disposal of discontinued
operations - - - 418
Share option expense 178 440 178 440
Finance expense 3,509 1,099 2,969 367
(3,310) (5,860) (1,317) (12,712)
------- -------- -------- --------
Changes in working capital:
Decrease (increase) in receivables (1,513) 346 (171) (50)
Decrease (increase) in inventories (981) 131 - 84
Increase (decrease) in payables (153) 1,220 (317) 181
(2,647) 1,697 (488) 215
------- -------- -------- --------
Taxation paid - - - -
Cash generated by / (used in)
operations (5,957) (4,163) (1,805) (12,497)
Investing activities:
Payments to acquire property, plant
and equipment (4,391) (2,756) (3) (2)
Proceeds on disposal of property,
plant and equipment 2 - - -
Payments to acquire available for
sale investments - (891) - (891)
Payments to acquire NCI shares
in subsidiary - - - (41)
Payments in respect of loans to
group companies - - (8,677) 3,673
.
Total cash used in investing activities (4,389) (3,647) (8,680) 2,739
------- -------- -------- --------
Financing Activities:
Proceeds from the issue of ordinary
shares 13,256 4,625 13,256 4,625
Proceeds from loans and borrowings
granted - 5,420 - 5,420
Repayment of loans and borrowings (2,003) (2,326) (1,846) (115)
Total proceeds from financing
activities 11,253 7,719 11,410 9,930
------- -------- -------- --------
Increase (decrease) in cash and
cash equivalents 907 (91) 925 172
Cash and cash equivalents at beginning
of period 478 569 390 218
Cash and cash equivalents at end
of period 1,385 478 1,315 390
------- -------- -------- --------
The accompanying notes and accounting policies on pages 32 to 64
of the Annual Report form an integral part of these financial
statements.
Statement of accounting policies
for the year ended 30 April 2021
General information
Vast Resources plc and its subsidiaries (together "the Group")
are engaged principally in the exploration for and development of
mineral projects in Sub-Saharan Africa and Eastern Europe. Since
incorporation the Group has built an extensive and interesting
portfolio of projects in these jurisdictions. The Company's
ordinary shares are listed on the AIM market of the London Stock
Exchange.
Vast Resources plc was incorporated as a public limited company
under UK Company Law with registered number 05414325. It is
domiciled in England and Wales with its registered office at 60
Gracechurch Street, London EC3V 0HR.
Basis of preparation and going concern assessment
The principal accounting policies adopted in the preparation of
the financial information are set out below. The policies have been
consistently applied throughout the current year and prior year,
unless otherwise stated. These financial statements have been
prepared in accordance with International Financial Reporting
Standards (IFRSs and IFRIC interpretations) issued by the
International Accounting Standards Board (IASB) in conformity with
the requirements of the Companies Act 2006.
The financial statements are prepared under the historical cost
convention on a going concern basis. In certain prescribed
circumstances the use of fair value accounting has been
adopted.
The Group will require funding in the coming year to refinance
the Atlas Tranche 1 bond which becomes due on 29 January 2022 and
to provide general working capital. BPPM is currently producing and
is expected to shortly become profitable. The Directors are
confident that the Company will be able to obtain funds for such
requirements from debt providers, investors and royalty finance as
needed given the fundamental value of both assets have increased
significantly over the last year, supported by a strong demand
outlook for copper, production at BPPM together with continued
operational improvements, and the planned introduction of tested
XRT technology at both mines. However, while the Company is in
discussions with a number of potential investors and debt
providers, no binding funding agreement is in place at the date of
this Report. These conditions indicate the existence of material
uncertainty which may cast significant doubt about the Group's and
Company's ability to continue as a going concern. The
financial statements do not include the adjustment that would
result if the Group and Company were unable to continue as a going
concern.
Changes in Accounting Policies
At the date of authorisation of these financial statements, a
number of Standards and Interpretations were in issue but were not
yet effective. The Directors do not anticipate that the adoption of
these standards and interpretations, or any of the amendments made
to existing standards as a result of the annual improvements cycle,
will have a material effect on the financial statements in the year
of initial application.
Areas of estimates and judgement
The preparation of the Group financial statements in conformity
with International Financial Reporting Standards (IFRS) requires
the use of estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Although these estimates are based on management's best
knowledge of current events and actions, actual results may
ultimately differ from those estimates. The estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities in the
next financial year are discussed below:
a) Impairment of mining assets
The Group reviews, on an annual basis, whether deferred
exploration costs, acquired either as intangible assets, as
property, plant and equipment, or as mining options or licence
acquisition costs, have suffered any impairment. The recoverable
amounts are determined based on an assessment of the economically
recoverable mineral reserves, the ability of the Group to obtain
the necessary financing to complete the development of the reserves
and future profitable production or proceeds from the disposition
of recoverable reserves. While the Company has reached production
at BPPM, in the event the Company is unable to continue production
and refinance, up to US$10.7 million of mining assets would be
impaired. The disposal value of the remaining fixed assets held by
the Group's Romanian operations is not easily quantifiable.
b) Going concern and Inter-company loan recoverability
The recoverability of inter-Company loans advanced by the
Company to subsidiaries depends also on the subsidiaries realising
their cash flow projections. The going concern considerations are
highlighted above.
c) Estimates of fair value
The Group will, from time to time, enter into financial
instruments, which are required by IFRS to be recorded at fair
value within the financial statements. In determining the fair
value of such instruments, the Directors are required to apply
judgement in selecting the inputs used in valuation models such as
the Black Scholes or Monte Carlo models. Inputs over which the
Directors may be required to form judgements relate to volatility,
vesting periods, risk free interest rates, commodity price
assumptions and discount rates. In addition, where a valuation
requires more complex fair value considerations the Directors may
appoint third party advisers to assist in the determination of fair
value.
The fair value measurement of the Group's financial and
non-financial assets and liabilities utilises market observable
inputs and data as far as possible. Inputs used in determining fair
value measurements are categorised into different levels based on
how observable the inputs used in the valuation technique utilised
are (the 'fair value hierarchy'):
Level 1: Quoted prices in active markets for identical items
(unadjusted).
Level 2: Observable direct or indirect inputs other than Level 1
inputs.
Level 3: Unobservable inputs (i.e., not derived from market
data).
The classification of an item into the above levels is based on
the lowest level of the inputs used that has a significant effect
on the fair value measurement of the item.
d) Provisions
The Group is required to estimate the cost of its obligations to
realise and rehabilitate its mining properties.
The estimation of the cost of complying with the Group's
obligations at future dates and in economically unpredictable
regions, and the application of appropriate discount rates thereto,
gives rise to significant estimation uncertainties.
e) VAT recoverable
In countries where the Group has productive mining operations
carried out by its subsidiaries those subsidiaries are registered
for Value Added Tax (VAT) with their respective local taxation
authorities and, as their outputs are predominantly zero-rated for
VAT, receive net refunds of VAT in respect of input tax borne on
their inputs. This amount is carried as a receivable until refunded
by the State
The amount carried as a receivable is determined in accordance
with the returns submitted to the taxation authorities.
Basis of consolidation
Where the Company has control over an investee, it is classified
as a subsidiary. The Company controls an investee if all three of
the following elements are present: power over the investee,
exposure to variable returns from the investee, and the ability of
the investor to use its power to affect those variable returns.
Control is reassessed whenever facts and circumstances indicate
that there may be a change in any of these elements of control.
De-facto control exists in situations where the Company has the
practical ability to direct the relevant activities of the investee
without holding the majority of the voting rights. In determining
whether de-facto control exists the Company considers all relevant
facts and circumstances, including:
-- The size of the Company's voting rights relative to both the size and
dispersion of other parties who also hold voting rights.
-- Substantive potential voting rights held by the Company and by other
parties.
-- Other contractual arrangements.
-- Historic patterns in voting attendance.
The consolidated financial statements present the results of the
Company and its subsidiaries ("the Group") as if they formed a
single entity. Inter-company transactions and balances between
Group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of
business combinations using the acquisition method. In the
statement of financial position, the acquiree's identifiable
assets, liabilities and contingent liabilities are initially
recognised at their fair values at the acquisition date. The
results of acquired operations are included in the consolidated
statement of comprehensive income from the date on which control is
obtained. They are deconsolidated from the date on which control
ceases.
Business combinations
The financial information incorporates the results of business
combinations using the purchase method. In the statement of changes
in equity, the acquirer's identifiable assets, liabilities and
contingent liabilities are initially recognised at their fair
values at the acquisition date. The results of acquired operations
are included in the Group statement of comprehensive income from
the date on which control is obtained. The assets acquired have
been valued at their fair value. Any excess of consideration paid
over the fair value of the net assets acquired is allocated to
goodwill. Any excess fair value over the consideration paid is
considered to be negative goodwill and is immediately recorded
within the income statement.
Where business combinations are discontinued, whether by closure
or disposal to third parties, any resultant gain or loss on the
discontinued operation is identified separately and dealt with in
the Group's consolidated income statement as a separate item.
Financial instruments
The Group's principal financial assets are cash and cash
equivalents and receivables. The Group also holds a long-term
investment available for sale. The Group's principal financial
liabilities are trade and other payables, and loans and
borrowings.
The Group's accounting policy for each category of financial
asset is as follows:
Financial assets held at amortised cost
Trade receivables and other receivables are classified as
financial assets held at amortised cost as they are held within a
business model whose objective is to collect contractual cashflows
which are solely payments of principal and interest. They are
initially recognised at fair value plus transaction costs that are
directly attributable to their acquisition or issue and are
subsequently carried at amortised cost using the effective interest
rate method, less provision for impairment.
Impairment provisions are recognised under the expected loss
model with changes in the provision being recorded in the statement
of comprehensive income. For receivables, which are reported net,
such provisions are recorded in a separate allowance account with
the loss being recognised within administrative expenses in the
statement of comprehensive income. On confirmation that the
receivable will not be collectable, the gross carrying value of the
asset is written off against the associated provision.
Financial assets held at fair value
Investments available for sale are measured at fair value
through the profit and loss account as their value will be
recovered through sale.
Cash and cash equivalents
These amounts comprise cash on hand and balances with banks.
Cash equivalents are short term, highly liquid accounts that are
readily converted to known amounts of cash. They include short-term
bank deposits and short-term investments.
Any cash or bank balances that are subject to any restrictive
conditions, such as cash held in escrow pending the conclusion of
conditions precedent to completion of a contract, are disclosed
separately as "Restricted cash". No restricted cash balances exist
for either the year ended 30 April 2020 or 30 April 2021.
Financial liabilities
The Group's financial liabilities consist of trade and other
payables (including short terms loans) and long term secured
borrowings. These are initially recognised at fair value and
subsequently carried at amortised cost, using the effective
interest method. Where any liability carries a right to
convertibility into shares in the Group and the Group has an
unconditional right to avoid delivering cash, the fair value of the
equity and liability portions of the liability is determined at the
date that the convertible instrument is issued, by use of
appropriate discount factors.
Foreign currency
The functional currency of the Company and all of its
subsidiaries outside Romania is the United States Dollar, while the
functional currency of the Company's Romanian subsidiaries is the
Romanian Lei (RON). These are the currencies of the primary
economic environment in which the Company and its subsidiaries
operate.
Transactions entered into by the Group entities in a currency
other than the currency of the primary economic environment in
which it operates (the "functional currency") are recorded at the
rates ruling when the transactions occur. Foreign currency monetary
assets and liabilities are translated at the rates ruling at the
date of the statement of financial position. Exchange differences
arising on the retranslation of unsettled monetary assets and
liabilities are similarly recognised immediately in profit or loss,
except for foreign currency borrowings qualifying as a hedge of a
net investment in a foreign operation.
For consolidation purposes, the results and financial position
of a Group entity whose functional currency differs from the
Group's presentation currency is translated into the Group's
presentation currency as follows: assets and liabilities are
translated at the closing rate; income and expenses are translated
at the average rate for the period, and; all resulting exchange
differences are recognised in other comprehensive income.
The exchange rates applied at each reporting date were as
follows:
-- 30 April 2021 $1.3818: GBP1 and $1: RON
4.0621 and $1: ZWL 85.75
-- 30 April 2020 $1.2604: GBP1 and $1: RON
4.4541 and $1: ZWL 25.00
-- 30 April 2019 $1.3036: GBP1 and $1: RON
4.2440 and $1: ZWL 3.2641
On 22 February 2019 all United States dollar balances in
Zimbabwe were restated as RTGS (Real Time Gross Settlement)
balances, later renamed Zimbabwe Dollar (ZWL), as a separate and
distinct currency tradeable against the US dollar. On 27 March 2020
the Government of Zimbabwe pegged the rate of exchange at $1: 25.
Subsequent to the balance sheet date, the ZWL has depreciated
significantly. This has an immaterial impact on the balance sheet
and profit and loss for the year ended 30 April 2021 and for the
ongoing financial position of our operations in Zimbabwe.
Intangible assets - Mining rights
Mineral rights are recorded at cost less amortisation and
provision for diminution in value. Amortisation will be over the
estimated life of the commercial ore reserves on a unit of
production basis.
Licences for the exploration of natural resources will be
amortised over the lower of the life of the licence and the
estimated life of the commercial ore reserves on a unit of
production basis.
Inventories
Inventories are initially recognised at cost, and subsequently
at the lower of cost and net realisable value. Cost comprises all
costs of purchase, costs of conversion and other costs incurred in
bringing the inventories to their present location and condition.
Weighted average cost is used to determine the cost of ordinarily
inter-changeable items.
Mining inventory includes run of mine stockpiles, minerals in
circuit, finished goods and consumables. Stockpiles, minerals in
circuit and finished goods are valued at their cost of production
to their point in process using a weighted average cost of
production, or net realisable value, whichever is the lower. Low
grade stockpiles are only recognised as an asset when there is
evidence to support the fact that some economic benefit will flow
to the Company on the sale of such inventory. Consumables are
valued at their cost of acquisition, or net realisable value,
whichever is the lower.
Investment in subsidiaries
The Company's investment in its subsidiaries is recorded at cost
less any impairment.
Non-controlling interests
For business combinations completed on or after 1 January 2010
the Group has the choice, on a transaction by transaction basis, to
initially recognise any non-controlling interest in the acquiree
which is a present ownership interest and entitles its holders to a
proportionate share of the entity's net assets in the event of
liquidation at either acquisition date fair value or, at the
present ownership instruments' proportionate share in the
recognised amounts of the acquiree's identifiable net assets. Other
components of non-controlling interest such as outstanding share
options are generally measured at fair value.
The total comprehensive income of non-wholly owned subsidiaries
is attributed to owners of the parent and to the non-controlling
interests in proportion to their relative ownership interests.
Revenue
Revenue from the sales of goods is recognised when the Group has
performed its contractual obligations and it is probable that the
Group will receive the previously agreed upon payment. These
criteria are considered to be met when the goods are loaded at the
plant and consigned to the buyer. Where the buyer has a right of
return, the Group defers recognition of revenue until the right to
return has lapsed.
Under IFRS 15, the freight service on export commodity contracts
with CIF/CFR terms represents a separate performance obligation,
and a portion of the revenue earned under these contracts,
representing the obligation to perform the freight service, is
deferred and recognised over time as this obligation is fulfilled,
along with the associated costs for which the point of recognition
is dependent on the contract sales terms. Similarly, the Group's
agreed terms with Mercuria, currently its sole buyer of
concentrates, require that the seller must contract for and pay the
costs and freight necessary to bring the goods to the named port of
loading.
Provided the amount of revenue can be measured reliably and it
is probable that the Group will receive any consideration, revenue
for services is recognised in the period in which they are
rendered.
Pension costs
Contributions to defined contribution pension schemes are
charged to profit or loss in the year to which they relate.
Production expenses
Production expenses include all direct costs of production but
exclude depreciation of property plant and equipment involved in
the mining process, and mine and Company overhead.
Property, plant, and equipment
Land is not depreciated. Items of property, plant and equipment
are initially recognised at cost and are subsequently carried at
depreciated cost. As well as the purchase price, cost includes
directly attributable costs and the estimated present value of any
future costs of dismantling and removing items. The corresponding
liability is recognised within provisions.
Depreciation is provided on all other items of property and
equipment so as to write off the carrying value of items over their
expected useful economic lives. It is applied at the following
rates:
Buildings -- 2.5% per annum, straight line
Plant and machinery -- 15% per annum, reducing balance
Fixtures, fittings & equipment -- 20% per annum, reducing balance
Computer assets -- 33.33% per annum, straight line
Motor vehicles -- 15% per annum, reducing balance
Capital works in progress: Property, plant and equipment under
construction are carried at its accumulated cost of construction
and not depreciated until such time as construction is completed or
the asset put into use, whichever is the earlier.
Proved mining properties
Depletion and amortisation of the full-cost pools is computed
using the units-of-production method based on proved reserves as
determined annually by management.
Provision for rehabilitation of mining assets
Provision for the rehabilitation of a mining property on the
cessation of mining is recognised from the commencement of mining
activities. This provision accounts for the full cost to
rehabilitate the mine according to good practice guidelines in the
country where the mine is located, which may involve more than the
stipulated minimum legal commitment.
When accounting for the provision the Company recognises a
provision for the full cost to rehabilitate the mine and a matching
asset accounted for within the non-current mining asset. The
rehabilitation provision is discounted using a risk-free rate,
which is linked to the currency in which the costs are expected to
be incurred, and the applicable inflation rate applied to the cash
flows. The unwinding of the discounting effect is recognised within
finance expenses in the income statement.
Share based payments
Equity-settled share-based payments
Where share options are awarded to employees, the fair value of
the options at the date of grant is charged to profit or loss over
the vesting period. Non-market vesting conditions are taken into
account by adjusting the number of equity instruments expected to
vest at each reporting date so that, ultimately, the cumulative
amount recognised over the vesting period is based on the number of
options that eventually vest. Market vesting conditions are
factored into the fair value of the options granted. As long as all
other vesting conditions are satisfied, a charge is made
irrespective of whether the market vesting conditions are
satisfied. The cumulative expense is not adjusted for failure to
achieve a market vesting condition.
Where the terms and conditions of options are modified before
they vest, the increase in the fair value of the options, measured
immediately before and after the modification, is also charged to
profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than
employees, the fair value of goods and services received is charged
to profit or loss, except where it is in respect to costs
associated with the issue of shares, in which case, it is charged
to the share premium account.
Cash-settled share-based payments
The Company also has cash-settled share-based payments arising
in respect of a performance programme (see Note 21). A liability is
recognised in respect of the fair-value of the benefit received
under the programme and charged to profit or loss over the vesting
period. The fair-value is re-measured at each reporting date with
any changes taken to profit or loss.
Remuneration shares
Where remuneration shares are issued to settle liabilities to
employees and consultants, any difference between the fair value of
the shares on the date of issue and the carrying amount of the
liability is charged to profit or loss.
Stripping costs
Costs incurred in stripping the overburden to gain access to
mineral ore deposits are accounted for as follows:
Stripping costs incurred during the development phase of the
mine (before production begins) are capitalised as part of the
depreciable cost of building, developing and constructing the mine.
Capitalised costs are amortised using the units of production
method, once production begins.
Stripping costs incurred during the production phase of the mine
which give rise to the production of usable inventory are accounted
for in accordance with the principles contained in the Group's
policy on Inventories. Stripping costs incurred in the production
phase of the mine which result in improved access to ore are
capitalized and recognized as additions to non-current assets
provided that it is probable that the future economic benefit from
improved access to the ore body associated with the stripping
activity will flow to the Company, that it is possible to identify
the component of the ore body to which access has been improved and
that the costs relating to the stripping activity associated with
that component of the ore body can be measured reliably.
Tax
The major components of income tax on the profit or loss include
current and deferred tax.
Current tax
Current tax is based on the profit or loss adjusted for items
that are non-assessable or disallowed and is calculated using tax
rates that have been enacted or substantively enacted by the
reporting date.
Tax is charged or credited to the statement of comprehensive
income, except when the tax relates to items credited or charged
directly to equity, in which case the tax is also dealt with in
equity.
Deferred tax
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability in the statement of
financial position differs to its tax base, except for differences
arising on:
-- The initial recognition of goodwill;
-- The initial recognition of an asset or liability in a transaction which
is not a business combination and at the time of the transaction affects
neither accounting or taxable profit; and
-- Investments in subsidiaries and jointly controlled entities where the
Group is able to control the timing of the reversal of the difference and
it is probable that the differences will not reverse in the foreseeable
future.
Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profit will be
available against which the difference can be utilised.
The amount of the asset or liability is determined using tax
rates that have been enacted or substantively enacted by the
reporting date and are expected to apply when deferred tax
liabilities/(assets) are settled/(recovered). Deferred tax balances
are not discounted.
New IFRS accounting standards
There are no new IFRS accounting standards having application to
the current reporting period.
Notes to financial statements
for the year ended 30 April 2021
1 Segmental analysis
The Group operates in one business segment, the development and
mining of mineral assets. The Group has interests in two
geographical segments being Southern Africa (primarily Zimbabwe)
and Europe (primarily Romania).
The Group's operations are reviewed by the Board (which is
considered to be the Chief Operating Decision Maker ('CODM')) and
split between mining exploration and development and administration
and corporate costs.
Exploration and development is reported to the CODM only on the
basis of those costs incurred directly on projects. All costs
incurred on the projects are capitalised in accordance with IFRS 6,
including depreciation charges in respect of tangible assets used
on the projects.
Administration and corporate costs are further reviewed on the
basis of spend across the Group.
Decisions are made about where to allocate cash resources based
on the status of each project and according to the Group's strategy
to develop the projects. Each project, if taken into commercial
development, has the potential to be a separate operating segment.
Operating segments are disclosed below on the basis of the split
between exploration and development and administration and
corporate.
Mining, exploration, Admin and
and development corporate Total
Europe Africa
$'000 $'000 $'000 $'000
Year to 30 April 2021
Revenue 896 - - 896
Production costs (2,787) - - (2,787)
Gross profit (loss) (1,891) - - (1,891)
Depreciation (718) - (6) (724)
Profit (loss) on sale of property,
plant and equipment 2 - - 2
Share option and warrant expense - - (178) (178)
Sundry income 233 - - 233
Exchange (loss) gain 1,939 - 673 2,612
Other administrative and overhead
expenses (2,036) - (2,203) (4,239)
Fair value movement in available
for sale investments - - (29) (29)
Finance income - - 4 4
Finance expense (545) - (2,964) (3,509)
Taxation (charge) - - - -
Profit (loss) for the year (3,016) - (4,703) (7,719)
30 April 2021
Total assets 20,913 - 2,790 23,703
Total non-current assets 17,198 - 977 18,175
Additions to non-current assets 4,390 - 1 4,391
Total current assets 3,715 - 1,813 5,528
Total liabilities 8,878 - 5,707 14,585
Mining, exploration, Admin and
and development corporate Total
Europe Africa
$'000 $'000 $'000 $'000
Year to 30 April 2020
Revenue - - - -
Production costs - - - -
Gross profit (loss) - - - -
Depreciation (911) - (2) (913)
Profit (loss) on sale of property,
plant and equipment - - - -
Share option and warrant expense - - (440) (440)
Sundry income 175 - - 175
Exchange (loss) gain (1,170) - (807) (1,977)
Fair value movement in available
for sale investments - - - -
Other administrative and overhead
expenses (1,549) - (2,539) (4,088)
Finance income - - 30 30
Finance expense (508) - (591) (1,099)
Profit on disposal of discontinued
operations - - - -
Taxation (charge) - - - -
Profit (loss) for the year (3,963) - (4,349) (8,312)
30 April 2020
Total assets 14,831 - 2,239 17,070
Total non-current assets 12,627 - 108 12,735
Additions to non-current assets 2,693 - 63 2,756
Total current assets 2,716 - 1,619 4,335
Total liabilities 7,584 - 4,991 12,575
There were no sales made during the year.
2 Group loss from operations
2021 2020
Group Group
$'000 $'000
Operating loss is stated after charging/
(crediting):
Auditors' remuneration (note 3) 94 101
Depreciation 724 913
Employee pension costs 170 63
Share option expense 178 440
Foreign exchange (gain) / loss (2,612) 1,977
Loss (gain) on disposal of property,
plant and equipment (2) -
3 Auditor's remuneration
2021 2020
Group Group
$'000 $'000
Fees payable to the Company's auditor
for the audit of the Company's annual
accounts 60 77
Fees payable to the Company's auditor
for other services:
- Audit of the accounts of subsidiaries 34 24
- Other services - -
94 101
===== =====
4 Finance income and expense
Finance income 2021 2020
Group Group
$'000 $'000
Interest received on bank deposits - 3
Other interest received 4 27
4 30
===== =====
Finance expense 2021 2020
Group Group
$'000 $'000
Interest paid on secured borrowings 3,505 1,079
Interest paid on unsecured borrowings 4 20
3,509 1,099
===== =====
Included in the interest paid on secured borrowings is an amount
paid to the lender for an agreed non-conversion period.
5 Taxation
2021 2020
Group Group
$'000 $'000
Income tax on profits - -
Deferred tax charge - -
Tax charge (credit) - -
======= =======
2021 2020
Group Group
$'000 $'000
The tax assessed for the year is lower than the
standard rate of corporation tax in the UK. The
differences are explained as follows:
Loss before taxation (7,719) (8,312)
Loss before taxation at the standard rate of corporation
tax in the UK of 19% (2020: 19%) 1,466 1,579
Difference in tax rates in foreign jurisdictions (72) (137)
Income not chargeable to tax 384 -
Expenses not allowed for tax 167 110
Short term timing differences (383) (349)
Loss carried forward (1,562) (1,203)
Income tax charge on profits - -
There was no taxation charge during the year (2020: US$
nil).
Deferred tax assets are only recognised in the Group where the
company concerned has a reasonable expectation of future profits
against which the deferred tax asset may be recovered.
Tax losses 2021 2020 2021 2020
Group Group Company Company
$'000 $'000 $'000 $'000
Accumulated tax losses 65,397 54,658 37,557 31,541
However, these losses will only be recoverable against future
profits, the timing of which is uncertain, and a deferred tax asset
has not been recognised in respect of these losses. A deferred tax
asset has not been recognised in respect of accumulated tax losses
for the Company.
6 Employees
2021 2020
Group Group
$'000 $'000
Staff costs (including directors) consist
of:
Wages and salaries -- management 966 897
Wages and salaries -- other 4,179 2,270
5,145 3,167
----- -----
Consultancy fees 231 371
Social Security costs 37 31
Healthcare costs 14 17
Pension costs 170 63
5,597 3,649
----- -----
The average number of employees (including
directors) during the year was as follows:
Management 10 11
Other operations 216 168
226 179
----- -----
7 Directors' remuneration
2021 2020
Group Group
$'000 $'000
Directors' emoluments 747 710
Company contributions to pension schemes 3 2
Healthcare costs - -
Termination payments - -
Directors and key management remuneration 750 712
===== =====
The Directors are considered to be the key management of the
Group and Company.
Five of the Directors at the end of the period have share
options receivable under long term incentive schemes. The highest
paid Director received an amount of $227,227 (2020 $225,939).
8 Earnings per share
30 Apr 2021 30 Apr 2020
Group Group
Profit and loss per ordinary share has been calculated
using the weighted average number of ordinary shares
in issue during the relevant financial year.
The weighted average number of ordinary shares
in issue for the period is: 15,833,954,177 9,597,112,214
Profit / (loss) for the period: ($'000) (7,755) (8,000)
Profit / (Loss) per share basic and diluted (cents) (0.05) (0.08)
The effect of all potentially dilutive share options
is anti-dilutive.
On 5 May 2021, the Company concluded a Capital Reorganisation by
which the number of ordinary shares in issue was reduced by a
factor of 100. The ordinary shares now in issue are termed the "the
New Reorganised Ordinary Shares". The effect of this is to increase
the loss per share basis and diluted (cents) to 4.89 cents for the
year ended 30 April 2021 and 8.34 cents for the year ended 30 April
2020.
9 Loss for the financial year
The Company has adopted the exemption allowed under Section
408(1b) of the Companies Act 2006 and has not presented its own
income statement in these financial statements.
10 Property, plant, and equipment
Plant and Fixtures, fittings Computer Buildings Capital Work
machinery and equipment assets Motor vehicles and Improvements Mining assets in progress Total
Group $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Cost at 1 May 2019 3,203 46 118 245 3,212 6,174 2,784 15,782
Additions during the
period 2 3 36 37 - 143 2,535 2,756
Foreign exchange
movements (141) (1) (4) (17) (119) (190) (113) (585)
Cost at 30 April 2020 3,064 48 150 265 3,093 6,127 5,206 17,953
---------- ------------------ -------- -------------- ----------------- ------------- ------------ ------
Additions during the
year 27 17 3 7 - 2,359 1,978 4,391
Reclassification 1,188 6 - 425 - 3,271 (4,890) -
Foreign exchange
movements 275 4 12 41 233 371 449 1,385
Cost at 30 April 2021 4,554 75 165 738 3,326 12,128 2,743 23,729
---------- ------------------ -------- -------------- ----------------- ------------- ------------ ------
Depreciation at 1 May
2019 2,059 35 66 132 585 1,040 604 4,521
Charge for the year 455 12 14 26 342 64 - 913
Foreign exchange
movements (117) - (2) (7) (52) (38) - (216)
Depreciation at 30
April 2020 2,397 47 78 151 875 1,066 604 5,218
---------- ------------------ -------- -------------- ----------------- ------------- ------------ ------
Charge for the year 313 15 9 21 101 265 - 724
Foreign exchange
movements 239 3 13 53 113 82 - 503
Depreciation at 30
April 2021 2,949 65 100 225 1,089 1,413 604 6,445
---------- ------------------ -------- -------------- ----------------- ------------- ------------ ------
Net book value at 1
May 2019 1,144 11 52 113 2,627 5,134 2,180 11,261
---------- ------------------ -------- -------------- ----------------- ------------- ------------ ------
Net book value at 30
April 2020 667 1 72 114 2,218 5,061 4,602 12,735
Net book value at 30
April 2021 1,605 10 65 513 2,237 10,715 2,139 17,284
Plant and Fixtures, fittings Computer Motor Buildings Mining Capital Work
Company machinery and equipment assets vehicles and Improvements assets in progress Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Cost at 30 April 2019 30 5 23 - - - - 58
Additions during the period - - 2 - - - - 2
Disposals during the period - - - - - - - -
Cost at 30 April 2020 30 5 25 - - - - 60
---------- ------------------ -------- -------- ----------------- ------ ------------ -----
Additions during the year - - 3 - - - - 3
Disposals during the year - - - - - - - -
Cost at 30 April 2021 30 5 28 - - - - 63
---------- ------------------ -------- -------- ----------------- ------ ------------ -----
Depreciation at 30 April
2019 30 5 23 - - - - 58
Charge for the period - - - - - - - -
Disposals during the period - - - - - - - -
Depreciation at 30 April
2020 30 5 23 - - - - 58
---------- ------------------ -------- -------- ----------------- ------ ------------ -----
Charge for the year - - 1 - - - - 1
Disposals during the year - - - - - - - -
Depreciation at 30 April
2021 30 5 24 - - - - 59
---------- ------------------ -------- -------- ----------------- ------ ------------ -----
Net book value at 30 April
2020 - - 2 - - - - 2
========== ================== ======== ======== ================= ====== ============ =====
Net book value at 30 April
2021 - - 4 - - - - 4
========== ================== ======== ======== ================= ====== ============ =====
11 Investments in subsidiaries
2021 2020
Company Company
$'000 $'000
Cost at the beginning of the year 1,297 1,674
Additions during the year 22,005 -
Derecognise Millwall Ltd - cessation of
activities - (377)
Cost at the end of the year 23,302 1,297
======= =======
Additions include the capitalisation of a subsidiary loan
(US$15.562 million) and the acquisition of the 20% NCI in Vast
Baita Plai SA (US$6.443).
The principal subsidiaries of Vast Resources plc, all of which
are included in these consolidated Annual Financial Statements, are
as follows:
Country Proportion held
Company of registration Class by group Nature of business
------------------------ ----------------- --------- ----------------- ------------------
2021 2020
------------------------ ----------------- --------- ------ --------- ------------------
Vast Baita Plai SA
(formerly African
Consolidated Resources Mining exploration
SRL) Romania Ordinary 100% 80% and development
------------------------ ----------------- --------- ------ --------- ------------------
Sinarom Mining Group Mining exploration
SRL Romania Ordinary 100% 100% and development
------------------------ ----------------- --------- ------ --------- ------------------
Vast Resources Romania
Ltd United Kingdom Ordinary 100% 100% Holding company
------------------------ ----------------- --------- ------ --------- ------------------
Vast Resources Zimbabwe Mining exploration
(Private) Limited Zimbabwe Ordinary 100% 100% and development
------------------------ ----------------- --------- ------ --------- ------------------
The table above shows the principal subsidiaries of the Company.
A full list of all group subsidiaries is given in Note 27, at the
end of this report.
12 Loans to group companies
Loans to Group companies are repayable on demand. The treatment
of this balance as non-current reflects the Company's expectation
of the timing of receipt. Recoverability of these balances is
linked to the future cashflows expected to be generated from the
underlying asset and that these support a valuation exceeding the
carrying value of the receivable.
13 Inventory
Apr 2021 Apr 2020 Apr 2021 Apr 2020
Group Group Company Company
$'000 $'000 $'000 $'000
Minerals held for sale 266 58 - -
Production stockpiles 6 46 - -
Consumable stores 664 372 - -
936 476 - -
======== ======== ======== ========
14 Receivables
Apr 2021 Apr 2020 Apr 2021 Apr 2020
Group Group Company Company
$'000 $'000 $'000 $'000
Trade receivables 899 359 - -
Other receivables 1,218 801 233 86
Short term loans 309 212 243 212
Prepayments 89 81 23 -
VAT 692 1,008 - -
3,207 2,461 499 298
======== ======== ======== ========
Of which: not impaired
as at 30 April 2021 and
past due in the following
Of which: periods:
---------------------------------------
Neither
Carrying impaired More than
amount before nor past three months
deducting Related due on Not more and not
any impairment Impairment Net carrying 30 April than three more than More than
loss loss amount 2020 months six months six months
Trade
receivables 910 11 899 798 31 - 70
Other
receivables 1,218 - 1,218 1,218 - - -
2,128 11 2,117 2,016 31 - 70
--------------- ----------- ------------ --------- ----------- ------------- -----------
At the reporting date, included within VAT receivable is an
amount in respect of VAT owed to Vast Baita Plai SA (formerly
African Consolidated Resources SRL) of US$ 496,966 (RON 2,018,727).
The amount represents VAT paid on the Baita Plai Mine's care
operations. As reported previously, ANAF, the Romanian revenue
authority had refused to accept amounts included in this balance as
a legitimate VAT receivable as a mining licence was not then in
place for Baita Plai Mine. On 15th October 2018, the mining licence
was granted. The Romanian Court instructed an independent VAT audit
which has been completed satisfactorily and supported the Group's
claim for repayment. Accordingly, the Court ruled in favour of Vast
Baita Plai SA. The tax authorities have appealed against the
decision and the Company continues to maintain that the case has no
merit.
15 Available for sale investments
Last year Vast Resources PLC acquired an investment in the
Convertible 15% Loan Notes of EMA of principal value US$750,000.
The transaction value was US$891,164. These notes fund EMA's and
Blueberry's working capital and capital expenditure requirements in
relation to exploration at the Blueberry mine and other matters
necessary for the purpose of achieving an IPO. The conversion
feature of the loan notes allows the holder to convert every US$
10,000 of principal into 0.075% of shares at the time of the IPO.
These notes are held for sale and are carried at fair value through
the profit and loss account as their value will be recovered
through sale. Management is targeting a sale in the financial year
ended 30 April 2023 and has therefore classified the investment in
non-current assets. The project is its early stages of development
and there is insufficient more recent information to reliably
measure the fair value of the project, on the basis management
consider cost to be the best estimate of fair value of the
instrument.
16 Loans and borrowings
Apr Apr
2021 2020 Apr 2021 Apr 2020
Group Group Company Company
$'000 $'000 $'000 $'000
Non-current
Secured borrowings 9,325 8,361 4,847 4,410
less amounts payable in less than
12 months (9,325) (18) (4,847) 179
- 8,343 - 4,589
======= ======= ======== ========
Current
Secured borrowings - - - -
Unsecured borrowings 266 374 215 -
Bank overdrafts 2 - 2 -
Current portion of long-term borrowings
- secured 9,325 18 4,847 -
9,593 392 5,064 -
------- ------- -------- --------
Total loans and borrowings 9,593 8,735 5,064 4,589
Current secured borrowings consist of:
-- US$4,847,300 (2020: US$ 4,410,477) first tranche of US$15,000,000
Convertible Bond facility from Atlas Capital Markets Limited. The Bonds
are secured by a charge on the assets held by Vast Baita Plai SA
(formerly African Consolidated Resources SRL) which is the holder of the
rights to the Baita Plai Mine and by a pledge on both Vast Resources PLC
and AP Mining Group's shares in Vast Baita Plai SA. The loan bears
interest at 5%, and a 10% redemption premium (calculated on the principal
amount). The bonds are repayable in two years from the issue of each
tranche and fall due on 29 January 2022. The principal amount of the
first tranche due on maturity is US$6,500,000. The difference between the
carrying value of US$3,903,218 and the amount due at maturity will be
recognised in the statement of comprehensive income using the amortised
cost approach over the remaining term of the tranche. This includes the
cost of warrants issued to Atlas Capital Markets Limited at draw down
which amounted to US$1.310 million and other facility related costs.
-- US$4,468,626 (2020: US$3,925,465) secured offtake finance from Mercuria
Energy Trading SA. The loan is secured by a charge on the assets held by
Sinarom Mining Group SRL which is the holder of the rights to the Manaila
Mine and by a pledge on the shares of Vast Resources PLC 100% holding.
The loan bore interest during the period of 7.7%. The repayment of the
loan is to be made from surplus cashflows generated from BPPM.
-- US$8,504 (2020: US$25,738) asset financing loans secured on the
underlying movable assets belonging to Vast Baita Plai SA.
Current unsecured borrowing consists of:
-- US$50,976 (2020: US$194,663) loans owed to the former non-controlling
interests in Vast Baita Plai SA. These include amounts owed to the
following directors: Andrew Prelea (US$23,958) and Roy Tucker
(US$12,124). These loans are interest free and have no fixed terms of
repayment. There is no expectation that these loans will be called in the
short-term.
-- US$215,367 (2020: US$179,402) loan from M Semere bearing an interest rate
of 6%. There is no expectation that this loan will be called in the
short-term.
Reconciliation of liabilities arising from financing
activities
Non-cash changes
Amortised Loans
1 May Cash finance repaid Issuance Maturity 30 Apr
2021 Group 20 -flows charges in shares of warrants movement 21
$'000s $'000s $'000s $'000s $'000s $'000s $'000s
Long-term
borrowings 8,343 - (8,343) -
Short-term
borrowings 392 (2,003) 3,509 (648) - 8,343 9,593
Total
liabilities
from financing
activities 8,735 (2,003) 3,509 (648) - - 9,593
====== ======= ========= ========== =============== ============ ======
Non-cash changes
Amortised Loans
1 Apr Cash finance repaid Disposal Exchange 30 Apr
2020 Group 19 -flows charges in shares of liabilities adjustments 20
$'000s $'000s $'000s $'000s $'000s $'000s $'000s
Long-term
borrowings 4,461 4,357 865 (30) (1,310) 8,343
Short-term
borrowings 1,476 (1,311) 234 - - (7) 392
Total
liabilities
from financing
activities 5,937 3,046 1,099 (30) (1,310) (7) 8,735
====== ======= ========= ========== =============== ============ ======
Non-cash changes
Amortised
1 May Cash finance Loans repaid Issuance Maturity 30 Apr
2021 Company 20 -flows charges in shares of warrants movement 21
$'000s $'000s $'000s $'000s $'000s $'000s $'000s
Long-term
borrowings 4,589 - (4,589) -
Short-term
borrowings - (1,846) 2,969 (648) - 4,589 5,064
Total
liabilities
from financing
activities 4,589 (1,846) 2,969 (648) - - 5,064
====== ======= ========= ============ =============== ============ ======
Non-cash changes
Amortised
1 Apr Cash finance Loans repaid Disposal Exchange 30 Apr
2020 Company 19 -flows charges in shares of liabilities adjustments 20
$'000s $'000s $'000s $'000s $'000s $'000s $'000s
Long-term
borrowings 310 5,259 367 (30) (1,310) (7) 4,589
Short-term
borrowings - - - - - - -
Total
liabilities
from financing
activities 310 5,259 367 (30) (1,310) (7) 4,589
====== ======= ========= ============ =============== ============ ======
17 Trade and other payables
Apr 2021 Apr 2020 Apr 2021 Apr 2020
Group Group Company Company
$'000 $'000 $'000 $'000
Trade payables 1,434 1,645 151 332
Other payables 789 864 478 544
Other taxes and social security
taxes 1,528 672 2 2
Accrued expenses 35 239 - 70
3,786 3,420 631 948
======== ======== ======== ========
121 days
Amount 30 days 60 days 90 days 120 days or more
Trade payables 1,434 894 - - - 540
Other payables 789 329 - - - 460
18 Provisions
Apr 2021 Apr 2020 Apr 2021 Apr 2020
Group Group Company Company
$'000 $'000 $'000 $'000
Provision for rehabilitation
of mining properties
- Provision brought forward
from previous periods 420 489 - -
- Liability recognised during
period - - - -
- Adjustment to provision during
year 786 (69) -
- Derecognised on disposal of
subsidiary -
1,206 420 - -
======== ======== ======== ========
As more fully set out in the Statement of Accounting Policies on
page 36 of the Annual Report, the Group provides for the cost of
the rehabilitation of a mining property on the cessation of mining.
Provision for this cost is recognised from the commencement of
mining activities.
This provision accounts for the estimated full cost to
rehabilitate the mines at Manaila and Baita according to good
practice guidelines in the country where the mines are located,
which may involve more than the stipulated minimum legal
commitment.
When accounting for the provision the Group recognises a
provision for the full cost to rehabilitate the mine and a matching
asset accounted for within the non-current mining asset.
19 Financial instruments -- risk management
Significant accounting policies
Details of the significant accounting policies in respect of
financial instruments are disclosed on page 34 of the Annual
Report. The Group's financial instruments comprise available for
sale investments, cash and items arising directly from its
operations such as other receivables, trade payables and loans.
Financial risk management
The Board seeks to minimise its exposure to financial risk by
reviewing and agreeing policies for managing each financial risk
and monitoring them on a regular basis. No formal policies have
been put in place in order to hedge the Group and Company's
activities to the exposure to currency risk or interest risk;
however, the Board will consider this periodically. No derivatives
or hedges were entered into during the year.
The Group and Company is exposed through its operations to the
following financial risks:
-- Credit risk
-- Market risk (includes cash flow interest rate risk and foreign currency
risk)
-- Liquidity risk
The policy for each of the above risks is described in more
detail below.
The principal financial instruments used by the Group, from
which financial instruments risk arises are as follow:
-- Receivables
-- Cash and cash equivalents
-- Trade and other payables (excluding other taxes and social security) and
loans
-- Available for sale investments
The table below sets out the carrying value of all financial
instruments by category and where applicable shows the valuation
level used to determine the fair value at each reporting date. The
fair value of all financial assets and financial liabilities is not
materially different to the book value.
2021 2020 2021 2020
Group Group Company Company
$'000 $'000 $'000 $'000
Loans and receivables
Cash and cash equivalents 1,385 478 1,315 390
Receivables 3,207 2,461 499 298
Loans to Group Companies - - 20,373 27,258
Available for sale financial
assets
Available for sale investments
(valuation level 1) 891 920 891 920
Other liabilities
Trade and other payables
(excl short term loans) 3,786 3,420 631 948
Loans and borrowings 9,593 8,735 5,064 4,589
Credit risk
Financial assets, which potentially subject the Group and the
Company to concentrations of credit risk, consist principally of
cash, short-term deposits, an available for sale investment in 15%
loan notes funding the Blueberry project, and other receivables.
Cash balances are all held at recognised financial institutions.
The 15% loan notes are considered fully recoverable given the
project prospects. Other receivables are presented net of
allowances for doubtful receivables. Other receivables currently
form an insignificant part of the Group's and the Company's
business and therefore the credit risks associated with them are
also insignificant to the Group and the Company as a whole.
The Company has a credit risk in respect of inter-company loans
to subsidiaries. The recoverability of these balances is dependent
on the commercial viability of the exploration activities
undertaken by the respective subsidiary companies. The credit risk
of these loans is managed as the directors constantly monitor and
assess the viability and quality of the respective subsidiary's
investments in intangible mining assets.
Maximum exposure to credit risk
The Group's maximum exposure to credit risk by category of
financial instrument is shown in the table below:
2021 2021 2020 2020
Carrying Maximum Carrying Maximum
value exposure value exposure
$'000 $'000 $'000 $'000
Cash and cash equivalents 1,385 1,385 478 478
Receivables 3,207 3,207 2,461 2,461
Available for sale investments 891 891 920 920
The Company's maximum exposure to credit risk by category of
financial instrument is shown in the table below:
2021 2021 2020 2020
Maximum Carrying Maximum
Carrying value exposure value exposure
$'000 $'000 $'000 $'000
Cash and cash equivalents 1,315 1,315 390 390
Receivables 499 499 298 298
Available for sale investments 891 891 920 920
Loans to Group Companies 20,373 20,373 27,258 27,258
Market risk
Cash flow interest rate risk
The Group has adopted a non-speculative policy on managing
interest rate risk. Only approved financial institutions with sound
capital bases are used to borrow funds and for the investments of
surplus funds.
The Group and the Company seeks to obtain a favourable interest
rate on its cash balances through the use of bank deposits. At the
reporting date, the Group had a cash balance of $1.385 million
(2020: $0.478 million) which was made up as follows:
2021 2020
Group Group
$'000 $'000
Sterling 1,300 385
United States Dollar 14 77
Euro 1 -
Lei (Romania) 70 12
Zimbabwe Dollar - 4
1,385 478
----- -----
At the reporting date, the Company had a cash balance of $1.315
million (2020: $0.390 million) which was made up as follows:
2021 2020
Company Company
$'000 $'000
Sterling 1,300 385
United States Dollar 10 4
Euro 1 -
Lei (Romania) 4 1
1,315 390
------- -------
The Group had interest bearing debts at the current year end of
US$9.542 million (2020: US$8.540 million). These are made up as
follows:
Interest 2021
rate Group 2020 Group 2021 Company 2020 Company
$'000 $'000 $'000 $'000
Secured long-term
loans 5-9.5% - 8,361 - 4,410
Secured short-term
loans 5-8% 9,325 - 4,847 -
Unsecured loans 6% 217 179 217 179
9,542 8,540 5,064 4,589
------ ---------- ------------ ------------
Borrowings of US$4.468 million carry a floating interest rate
with the remainder having fixed rates. An increase in interest
rates of 1% would increase the annual finance expense by US$44,686.
All Company borrowings are at fixed rates.
Foreign currency risk
Foreign exchange risk is inherent in the Group's and the
Company's activities and is accepted as such. The Company's
production, underlying value, and funding is referenced to and
denominated in the United States Dollar and therefore foreign
currency exchange risk arises where any balance is held, or costs
incurred, in currencies other than United States Dollars. At 30
April 2021 and 30 April 2020, the currency exposure of the Group
was as follows:
Sterling US Dollar Euro Other Total
At 30 April 2021 $'000 $'000 $'000 $'000 $'000
Cash and cash equivalents 1,300 14 1 70 1,385
Trade and other receivables 24 506 150 2,527 3,207
Trade and other payables (326) (233) (133) (3,094) (3,786)
Available for sale
investments - 891 - - 891
At 30 April 2020
Cash and cash equivalents 385 77 - 16 478
Trade and other receivables - 550 - 1,911 2,461
Trade and other payables (443) (1,184) - (1,793) (3,420)
Available for sale
investments - 920 - - 920
The effect of a 10% strengthening of Sterling against the US
dollar at the reporting date, all other variables held constant,
would have resulted in decreasing post tax losses by $99,700 (2020:
$5,800 decrease). Conversely the effect of a 10% weakening of
Sterling against the US dollar at the reporting date, all other
variables held constant, would have resulted in increasing post tax
losses by $99,700 (2020: $5,800 increase)
At 30 April 2021 and 30 April 2020, the currency exposure of the
Company was as follows:
Currency exposure -
Company
Sterling US Dollar Euro Other Total
At 30 April 2021 $'000 $'000 $'000 $'000 $'000
Cash and cash equivalents 1,300 10 1 4 1,315
Trade and other receivables 23 476 - - 499
Loans to Group companies 20,373 - 20,373
Trade and other payables (326) (232) (73) - (631)
Available for sale
investments - 891 - - 891
At 30 April 2020
Cash and cash equivalents 385 4 - 1 390
Trade and other receivables - 298 - - 298
Loans to Group companies 27,258 - - 27,258
Trade and other payables (443) (505) - - (948)
Available for sale
investments - 920 - - 920
Liquidity risk
Any borrowing facilities are negotiated with approved financial
institutions at acceptable interest rates. All assets and
liabilities are at fixed and floating interest rate. The Group and
the Company seeks to manage its financial risk to ensure that
sufficient liquidity is available to meet the foreseeable needs
both in the short and long term. See also references to Going
Concern disclosures in the Strategic Report on page 10 of the
Annual Report.
The Group's total contractual future cashflows for loans and
borrowings are shown in the table below:
Apr 2021 Apr 2021 Apr 2020 Apr 2020
Carrying Total Contractual Carrying Total Contractual
value Future Cashflows value Future Cashflows
Loans and borrowings 9,593 11,798 8,735 12,711
The Group's estimated future interest charges are shown in the
table below:
Apr 2021 Apr 2020
$000's $000's
Estimated future interest charges for the Group
within one year. 1,155 739
Estimated future interest charges for the Group
between one and two years. - 1,256
The Company's contractual future cashflows for loans and
borrowings are shown in the table below:
Apr 2021 Apr 2021 Apr 2020 Apr 2020
Carrying Total Contractual Carrying Total Contractual
value Future Cashflows value Future Cashflows
Loans and borrowings 5,064 6,959 4,589 7,912
The Company's estimated future interest charges are shown in the
table below:
Apr 2021 Apr 2020
$000's $000's
Estimated future interest charges for the Company
within one year. 835 366
Estimated future interest charges for the Company
between one and two years. - 976
The maturity of the Group's and Company's loans and borrowings
are shown below:
Interest 2021 2020
rate 2021 Group 2020 Group Company Company
$'000 $'000 $'000 $'000
Secured long-term
loans 5-9.5% - 8,361 - 4,410
Secured short-term
loans 5-8% 9,325 - 4,847 -
Unsecured loans 6% 268 374 217 179
9,593 8,735 5,064 4,589
---------- ---------- ---------- -----------
These loans are repayable
as follows:
-Within 1 year 9,593 374 5,064 179
-Between 1 and 2
years - 8,361 - 4,410
-In more than - - - -
2 years
As set out in Note 17 of the consolidated trade and other
payables balance of US$2.223 million, US$1.223 million is due for
payment within 60 days of the reporting date. The maturity profile
of interest-bearing debts are highlighted above.
Capital
The objective of the Directors is to maximise shareholder
returns and minimise risks by keeping a reasonable balance between
debt and equity.
The Group's debt to equity ratio is 90.0%
(2020: 183.7%), calculated as follows: Apr 2021 Apr 2020
$000's $'000
Loans and borrowings 9,593 8,735
Less: cash and cash equivalents (1,385) (478)
Net debt 8,208 8,257
Total equity 9,118 4,495
Debt to capital ratio (%) 90.0% 183.7%
20 Share capital
Ordinary 0.1p Deferred 0.9p
Nominal No of Nominal Share Share
No of shares value shares value Capital premium
As at 30 April
2019 7,945,171,311 10,852 863,562,664 12,850 23,702 81,685
Issued during
the year * 2,734,051,311 3,394 - - 3,394 1,312
As at 30 April
2020 10,679,222,622 14,246 863,562,664 12,850 27,096 82,997
Issued during
the year * 10,621,266,878 13,996 - - 13,996 6,351
As at 30 April
2021 21,300,489,500 28,242 863,562,664 12,850 41,092 89,348
-------------- ------- ----------- ------- ------- --------
* Details of the shares issued during the year are as shown in
the table below and in the Statement of Changes in Equity on pages
28-29 of the Annual Report.
There were no shares reserved for issue under share options at
30 April 2021 (2020: nil).
The deferred shares carry no rights to dividends or to
participate in any way in the income or profits of the Company.
They may receive a return of capital equal to the amount paid up on
each deferred share after the ordinary shares have received a
return of capital equal to the amount paid up on each ordinary
share plus GBP10,000,000 on each ordinary share, but no further
right to participate in the assets of the Company. The Company may,
subject to the Statutes, acquire all or any of the deferred shares
at any time for no consideration. The deferred shares carry no
votes.
The ordinary shares carry all the rights normally attributed to
ordinary shares in a company subject to the rights of the deferred
shares.
See also Note 26 on page 62 of the Annual Report for details of
share issues after the reporting date.
Date of issue
Issue price
2021 No of shares (p) Purpose of issue
05-May-20 15,582,523 0.153 To settle liabilities interest
22-May-20 200,000,000 0.15 Placing
22-May-20 23,333,333 0.15 Subscription management
22-May-20 6,666,667 0.15 Subscription management
02-Jun-20 370,944,440 0.15 Placing
04-Jun-20 16,911,058 0.142 To settle liabilities interest
26-Jun-20 215,000,000 0.18 Placing
30-Jun-20 29,000,000 0.18 Subscription
30-Jun-20 22,000,000 0.18 Subscription
30-Jun-20 10,000,000 0.18 Subscription
03-Jul-20 13,915,053 0.173 To settle liabilities interest
06-Jul-20 611,055,555 0.18 Placing
06-Jul-20 830,416 0.5 Exercise of open offer warrants
28-Jul-20 27,130 0.5 Exercise of open offer warrants
29-Jul-20 10,936,641 0.209 To settle liabilities interest
04-Sep-20 12,643,763 0.176 To settle liabilities interest
16-Sep-20 233,333,333 0.15 Placing
24-Sep-20 888,666,666 0.15 Placing
30-Oct-20 189,375,000 0.16 Placing
09-Nov-20 905,125,000 0.16 Placing
25-Nov-20 2,850,000,000 0.17 Purchase of AP Mining Group
15-Dec-20 755,587,515 0.132 Placing
23-Dec-20 2,916,063,924 0.132 Placing
04-Jan-21 12,212 0.5 Exercise of open offer warrants
13-Jan-21 376,374 0.5 Exercise of open offer warrants
01-Feb-21 323,880,177 0.113 To settle liabilities
Equity issuance for share consolidation
29-Apr-21 98 0.1 post year-end
10,621,266,878
--------------
Date of issue
Issue price
2020 No of shares (p) Purpose of issue
04-Jun-19 775,862,068 0.116 Placing
27-Jun-19 1,221 0.5 Exercise of open offer warrants
08-Aug-19 244 0.5 Exercise of open offer warrants
23-Aug-19 595,454,545 0.11 Placing
07-Oct-19 902,592,977 0.2 Placing
31-Oct-19 17,000,000 0.13 Subscription
31-Oct-19 17,000,000 0.15 Subscription
13-Nov-19 20,000,000 0.25 Subscription
02-Jan-20 18,318 0.5 Exercise of open offer warrants
07-Jan-20 72,629 0.5 Exercise of open offer warrants
07-Jan-20 188,000 0.5 Exercise of open offer warrants
08-Jan-20 1,275 0.5 Exercise of open offer warrants
03-Apr-20 13,703,171 0.174 To settle liabilities
22-Apr-20 98,047,386 0.153 Subscription
30-Apr-20 294,109,477 0.153 Placing
2,734,051,311
-------------
Directors and Management financing agreement
As previously reported, on 6 January 2016 the Directors of the
Company, together with certain senior managers, subscribed an
aggregate amount of GBP0.5 million for new ordinary shares of 0.1p
each in the Company, together with one warrant for each share
issued; these warrants carry an entitlement either to one share at
a price of 130 per cent of the issue price of the shares to which
the warrant related or to a number of shares to be determined by a
calculation based on a Black Scholes valuation of the shares at the
time of exercise. 62,500,000 new Ordinary Shares were issued by the
Company together with 62,500,000 warrants.
As at 30 April 2020, the Directors and senior managers held
5,208,313 unexercised warrants. The last date for exercise was 3
January 2021. None of these have been exercised in the current year
and the warrants have lapsed.
Existing shareholders financing agreement
As reported in the report for the year to 31 March 2016, on 4
March 2016 the Company entered into an agreement with a number of
existing shareholders (the "Investors") for their subscription for
up to GBP0.8 million, on similar terms as those agreed with the
Directors and Management, detailed above. A total of 190,211,632
shares were subscribed for; in addition, 190,211,632 warrants were
issued.
At 30 April 2020 there remained 6,613,756 warrants unexercised
by these investors. The last date for exercise was 31 March 2021.
None of these have been exercised in the current year and the
warrants have lapsed at 30 April 2021.
21 Share based payments
Equity -- settled share-based payments
The Company has granted share options and warrants to Directors,
staff and consultants.
In June 2015, the Company also established a Share Appreciation
Scheme to incentivise Directors and senior executives. The basis of
the Scheme is to grant a fixed number of 'share appreciation
rights' (SARs) to participants. Each SAR is credited rights to
receive at the discretion of the Company ordinary shares in the
Company or cash to a value of the difference in the value of a
share at the date of exercise of rights and the value at date of
grant. The SARS are subject to various performance conditions.
The tables below reconcile the opening and closing number of
SAR's in issue at each reporting date:
Exercise In issue
price at
In issue
30 April Issued Lapsed during Exercised at 30 April Final exercise
2020 during year* year* during year 2021 date
Options
0.198p 70,000,000 70,000,000 Nov-23
0.198p 70,000,000 70,000,000 Mar-24
0.25p 52,000,000 52,000,000 Nov-22
0.25p 62,000,000 62,000,000 Mar-23
0.30p 20,000,000 20,000,000 Mar-22
0.45p 5,000,000 5,000,000 Dec-22**
0.50p 47,000,000 1,000,000 48,000,000 Mar-22
0.50p 47,000,000 47,000,000 Mar-23
233,000,000 140,000,000 1,000,000 - 374,000,000
----------- ------------- ------------- ------------ ------------
*Included within lapsed are 1 million SARS at exercise price
of 0.5p that have been reinstated
**Extended from 30 June 2020 to 31 December 2022
Exercise In issue
price at
In issue
30 April Issued Lapsed during Exercised at 30 April Final exercise
2019 during year year during year 2020 date
Options
0.25p - 72,000,000 (20,000,000) 52,000,000 Nov-22
0.25p - 62,000,000 62,000,000 Mar-23
0.30p 20,000,000 - - 20,000,000 Mar-22
0.45p 5,000,000 - - - 5,000,000 Jun-20
0.50p 48,000,000 - (1,000,000) - 47,000,000 Mar-22
0.50p 48,000,000 - (1,000,000) - 47,000,000 Mar-23
0.70p 28,500,000 (28,500,000) - -
149,500,000 134,000,000 (30,500,000) (20,000,000) 233,000,000
----------- ------------- ------------- ------------ ------------
The tables below reconcile the opening and closing number of
share option and warrants in issue at each reporting date:
In issue
Exercise Issued during Lapsed during Exercised at 30 April Final exercise
price In issue at year year during year 2021 date
30 April 2020
0.26p 517,604,804 - - - 517,604,804 Jan-23
0.50p 520,915,436 - (519,669,304) (1,246,132) -
variable 14,583,250 - (14,583,250) - -
variable 6,613,756 - (6,613,756) - -
1,059,717,246 - (540,866,310) (1,246,132) 517,604,804
variable 2,315,000,000 - - - 2,315,000,000 See Note
3,374,717,246 - (540,866,310) (1,246,132) 2,832,604,804
In issue
Exercise Issued during Lapsed during Exercised at 30 April Final exercise
price In issue at year year during year 2020 date
30 April 2019
0.13p - 17,000,000 - (17,000,000) -
0.15p - 17,000,000 - (17,000,000) -
0.26p - 517,604,804 - 517,604,804 Jan-23
0.40p 5,425,000 - (5,425,000) - -
Dec 2020
0.50p 529,004,140 - (7,807,017) (281,687) 520,915,436 *
variable 14,583,250 - - - 14,583,250 Jan-21
variable 6,613,756 - - - 6,613,756 Mar-21
555,626,146 551,604,804 (13,232,017) (34,281,687) 1,059,717,246
variable 565,000,000 1,750,000,000 - - 2,315,000,000 See Note
1,120,626,146 2,301,604,804 (13,232,017) (34,281,687) 3,374,717,246
* Extended from June 2019
Note: These warrants are only exercisable in the event of a default in repayment of the Mercuria Tranche A pre-payment off-take facility of US$4,468,626 (Mercuria Warrants).
2021 2020
Weighted
average Weighted average
exercise exercise price
price (pence) Number (pence) Number
Outstanding at the beginning
of the year 0.34 1,292,717,246 0.44 705,126,146
Granted during the
year 0.20 140,000,000 0.25 685,604,804
Lapsed during the
year 0.40 (539,866,310) 0.62 (43,732,017)
Exercised during the year
- Adjusted 17 million 0.50 (1,246,132) 0.20 (54,281,687)
Outstanding at the end of
the year 0.28 891,604,804 0.34 1,292,717,246
Exercisable at the end of
the year 0.28 891,604,804 0.34 1,292,717,246
The weighted average remaining lives of the SARs, share options
or warrants outstanding at the end of the period is 23 months
(2020: 26 months). Of the 891,604,804 SARs, options and warrants
outstanding at 30 April 2021 (2020: 1,292,717,246), 891,604,804
(2020: 1,292,717,246) are fully vested in the holders and are
exercisable at that date.
Fair value of share options
The fair values of share options and warrants granted have been
calculated using the Black Scholes pricing model which takes into
account factors specific-to-share incentive plans such as the
vesting periods of the plan, the expected dividend yield of the
Company's shares and the estimated volatility of those shares.
Based on the above assumptions, the fair values of the options
granted are estimated to be:
Share Option
or Warrant Share price Risk free
Grant Exercise Vesting at date Life Dividend interest Fair
date Price periods of grant Volatility (years) yield rate value
Apr-16 variable Mar-21 0.240p 135% 5 nil 1.50% 0.21p
Jul-16 variable Mar-21 0.360p 135% 5 nil 1.50% 0.31p
Jul-16 0.5p Jun-19 0.315p 76% 4.11 nil 0.63% 0.57p
Aug-16 0.5p Jun-19 0.265p 76% 4.01 nil 0.34% 0.05p
Aug-16 0.5p Jun-19 0.290p 76% 3.97 nil 0.34% 0.06p
Oct-16 variable Mar-21 0.280p 135% 5 nil 1.50% 0.24p
Oct-16 0.4p Oct-19 0.320p 76% 3.97 nil 0.18% 0.10p
Oct-19 0.13p Oct-19 0.120p 90% 2.79 nil 0.75% 0.07p
Oct-19 0.15p Oct-19 0.120p 90% 2.79 nil 0.75% 0.06p
Nov-19 0.25p Nov-19 0.290p 90% 3 nil 0.71% 0.17p
Nov-19 0.25p Mar-20 0.290p 90% 4 nil 0.71% 0.19p
Jan-20 0.26p Jan-20 0.325p 93% 3 nil 0.71% 0.20p
Nov-20 0.198p Nov-20 0.175p 88% 3 nil 0.05% 0.12p
Nov-20 0.198p Mar-21 0.175p 88% 3.33 nil 0.05% 0.13p
Volatility has been based on historical share price information.
A higher rate of volatility is used when determining the fair value
of certain options in order to reflect the special conditions
attached thereto.
Based on the above fair values the expense arising from
equity-settled share options and warrants made was $177,551 (2020:
$439,925).
Cash-settled share-based payments
The Directors of the Company had set up an Employee Benefit
Trust (EBT) in which a number of employees and directors were
participants (the 'Participants'). The EBT held shares on behalf of
Participants until such time as those Participants exercised their
right to require the EBT to sell the shares. On the sale of the
shares the Participants would have received the appreciation of the
value in the shares above the market price on the date that the
shares were purchased by the EBT, subject to the first 5% in growth
in the share price, on an annual compound basis, being retained by
the EBT. The Participants were to pay 0.01p per share to acquire
their rights.
In view of the large reduction in the Company's share price
since the EBT was set up, the value of the rights of the
Participants under the EBT has become negligible, and accordingly
the EBT was terminated in the year ended 30 April 2019 by the sale
of the shares and the application of the sale proceeds in repayment
of the loan by The Company to the EBT.
In the event of an increase in the Company's share price to a
figure substantially in excess of 6p (in excess of 600p new
ordinary shares under the Capital Reorganisation executed on 5 May
2021), the Company would have a liability to Participants equal to
the rights that the Participants would have had under the EBT.
The EBT rights of Participants are set out in the table
below.
Exercised Granted
Outstanding during Lapsed during Outstanding Date
at 30 April last 12 during Last last 12 at 30 April exercisable
Exercise price 2020 months 12 months months 2021 from
8.75p 6,000,000 - (6,000,000) - -
8.75p 6,000,000 - (6,000,000) - -
9.00p 2,500,000 - (2,500,000) - -
9.00p 2,500,000 - (2,500,000) - -
6.00p 7,750,000 - - - 7,750,000 August 2012
6.00p 7,750,000 - - - 7,750,000 August 2013
32,500,000 - (17,000,000) - 15,500,000
----------- --------- ------------ ------- -----------
As at 30 April 2021 a total of 15,500,000 of the EBT
participation rights were exercisable.
Exercised Lapsed Granted
Outstanding during during during Outstanding Date
at 31 March last 12 Last 12 last 12 at 30 April exercisable
Exercise price 2019 months months months 2020 from
8.75p 6,000,000 - - - 6,000,000 July 2010
8.75p 6,000,000 - - - 6,000,000 July 2011
9.00p 2,500,000 - - - 2,500,000 August 2011
9.00p 2,500,000 - - - 2,500,000 August 2012
6.00p 7,750,000 - - - 7,750,000 August 2012
6.00p 7,750,000 - - - 7,750,000 August 2013
32,500,000 - - - 32,500,000
----------- --------- ------- ------- -----------
As at 30 April 2020 a total of 32,500,000 of the EBT
participation rights were exercisable.
Fair value of Participants' rights
The fair values of the rights granted to participants under the
EBT have been calculated using a Black Scholes valuation model.
Based on the assumptions set out in the table below, as well as the
limitation on the growth in share price attributable to the
participants (as set out in the table above) the fair-values are
estimated to be:
Rights exercisable from: Aug 2012 Aug 2013
Grant date Sep 2011 Sep 2011
Validity of grant 10 years 10 years
Vesting periods Sep 2011- Aug 2012 Sep 2011- Aug 2013
Share price at date of grant 6.00p 6.00p
Volatility 51% 51%
Dividend yield Nil Nil
Risk free investment rate 0.65% 0.65%
Fair value Nil Nil
Fair value is determined by using the Black Scholes model using
the assumptions noted in the above table. Volatility has been
calculated by reference to historical share price information.
The Group has no recorded liabilities in respect of the
Participants' rights (2020: $nil).
The Group has no recorded expenses in respect of these rights.
(2020: $nil)
The total intrinsic value at both 30 April 2021 and 20 April
2020 was zero.
Warrant and Share option expense
2021 2020
Group Group
$'000 $'000
Warrant and share option expense:
-- In respect of remuneration contracts 178 440
-- In respect of financing arrangements - -
Total expense / (credit) 178 440
------ ------
22 Reserves
Details of the nature and purpose of each reserve within owners'
equity are provided below:
-- Share capital represents the nominal value at 0.1p each of the shares in
issue.
-- Share premium represents the balance of consideration received net of
fund-raising costs in excess of the par value of the shares.
-- The share options reserve represents the accumulated balance of share
benefit charges recognised in respect of share options granted by the
Company, less transfers to retained losses in respect of options
exercised or lapsed.
-- The foreign currency translation reserve represents amounts arising on
the translation of the Group and Company financial statements from
Sterling to United States Dollars, as set out in the Statement of
Accounting Policies on page 34 of the Annual Report, prior to the change
in functional currency to United States Dollars, together with cumulative
foreign exchange differences arising from the translation of the
Financial Statements of foreign subsidiaries; this reserve is not
distributable by way of dividends.
-- The retained deficit reserve represents the cumulative net gains and
losses recognised in the Group statement of comprehensive income.
23 Non-controlling Interests
On 23 November 2020, the Company acquired the remaining
non-controlling interest of 20% in Vast Baita Plai SA (formerly
African Consolidated Resources SRL). Following the acquisition,
Vast Baita Plai SA is a 100% owned subsidiary of the Company.
24 Related party transactions
Company and group
Directors and key management emoluments are disclosed in notes 6
and 7.
Group
During the year the Company acquired the entire share capital of
AP Mining Group Limited and in consequence the Company acquired the
remaining 20% interest in Baita Plai Polymetallic Mine ('Baita
Plai') (thus increasing its interest in Baita Plai to 100%)
together with further interests in the Blueberry and Zagra Romanian
projects. The acquisition was satisfied through the issue of
2,850,000,000 new ordinary shares of 0.1p in the Company ('Ordinary
Shares') (the 'Consideration Shares'). Of the Consideration Shares,
1,500,001,930 were allotted to Andrew Prelea and 225,005,790 were
allotted to Roy Tucker, both Directors of the Company,
At the reporting date, there was an amount owing by Vast Baita
Plai SA (formerly African Consolidated Resources SRL) to Ozone
Homes SRL (Ozone) of US$4,129 (2020: US$4,659) in respect of
transactions undertaken by Ozone in 2014. Ozone is a company
controlled by Andrew Prelea, the Group CEO and senior Group
executive in Romania.
During the year, the company had a service contract with Roy
Tucker to provide office premises and associated services totalling
US$23,869 including VAT (2020: US$22,794).
25 Contingent liabilities
In the normal course of conducting business in Romania, the
Company's Romanian businesses are subject to a number of legal
proceedings and claims. These matters mainly comprise claims by the
Romanian tax authorities. The Company records liabilities related
to such matters when management assesses that settlement of the
exposure is probable and can be reasonably estimated. Based on
current information and legal advice, management does not expect
any such proceedings or claims to result in liabilities and
therefore no liabilities have been recorded at 30 April 2021.
However, these matters are subject to inherent uncertainties and
there exists the remote possibility that the outcome of these
proceedings and claims could have a material impact on the
Group.
26 Events after the reporting date
On 5 May 2021, the Company concluded a Capital Reorganisation by
which the number of ordinary shares in issue was reduced by a
factor of 100. The ordinary shares now in issue are termed the "the
New Reorganised Ordinary Shares".
New Reorganised Ordinary Shares issued and warrants
exercised
GBP $ Shares issued Issued to
2,886,940 3,985,515 78,395,870 Placing with investors
225,600 312,467 3,580,952 Subscription by investors
3,112,540 4,297,982 81,976,822
--------- --------- -------------
Subsequent to the period end, Paul Fletcher acquired 365,000 New
Reorganised Ordinary Shares.
Management
Nigel Wyatt was appointed as a Non-executive Director.
Nicolae Turdean was appointed Romanian Country Manager.
Appointment of Stancu Viorel as General Manager, replacing
Marcus Brewster who left the Company.
Conditional acquisition agreement
On 23 August 2021, the Company entered into a conditional
agreement for the acquisition of a 90% interest in the Ghaghoo
Diamond Mine in Botswana ("Ghaghoo") from Gem Diamonds Botswana
(pty) Ltd ("GDB"). The acquisition of Ghaghoo, which would be
conducted through a joint venture between the Company and Botswana
Diamonds plc ('BOD') is conditional, inter alia, on the procurement
by Vast of a bank guarantee in favour of Gem Diamonds and on
relevant regulatory and competition authority approvals in
Botswana.
Broker appointment
On 28 June 2021, the Company appointed Shore Capital
Stockbrokers Limited ("Shore Capital") as a corporate broker to the
Company. Shore Capital will act alongside the Company's joint
broker, Axis Capital Markets Limited.
.
27 Group subsidiaries
A full list of all subsidiary companies and their registered
offices is given below:
Country Reg. Group Nature of
Company of registration office Interest business
note 2021 2020
Mining
Sinarom Mining Group SRL Romania 2 100% 100% production
Mining
Vast Baita Plai SA* Romania 1 100% 80% development
AP Mining Group Ltd UK 3 100% nil Dormant
Vast Resources Enterprises Mining
Limited UK 3 100% nil investment
Vast Resources Nominees Limited Nominee
** UK 3 100% 100% company
Mining
Vast Resources Romania Limited UK 3 100% 100% investment
Accufin Investments (Private)
Limited Zimbabwe 5 100% 100% Dormant
Aeromags (Private) Limited Zimbabwe 5 100% 100% Dormant
Cadex Investments (Private) Claim
Limited Zimbabwe 4 100% 100% holding
Campstar Mining (Private) Limited Zimbabwe 5 100% 100% Dormant
Chaperon Manufacturing (Private)
Limited Zimbabwe 5 100% 100% Dormant
Charmed Technical Mining (Private)
Limited Zimbabwe 5 100% 100% Dormant
Chianty Mining Services (Private)
Limited Zimbabwe 5 100% 100% Dormant
Claim
Conneire Mining (Private) Limited Zimbabwe 5 100% 100% holding
Corampian Technical Mining
(Private) Limited Zimbabwe 5 100% 100% Dormant
Dashaloo Investments (Private) Claim
Limited Zimbabwe 5 100% 100% holding
Deep Burg Mining Services (Private)
Limited Zimbabwe 5 100% 100% Dormant
Deft Mining Services (Private)
Limited Zimbabwe 5 100% 100% Dormant
Exchequer Mining Services (Private) Claim
Limited Zimbabwe 5 100% 100% holding
Febrim Investments (Private)
Limited Zimbabwe 5 100% 100% Dormant
Heavystuff Investment Company Claim
(Private) Limited Zimbabwe 5 100% 100% holding
Hemihelp Investments (Private)
Limited Zimbabwe 5 100% 100% Dormant
Isiyala Mining (Private) Limited Zimbabwe 5 100% 100% Dormant
Holding
Katanga Mining (Private) Limited Zimbabwe 5 100% 100% Company
Kengen Trading (Private) Limited Zimbabwe 5 100% 100% Dormant
Kielty Investments (Private)
Limited Zimbabwe 5 100% 100% Dormant
Lafton Investments (Private) Claim
Limited Zimbabwe 4 100% 100% holding
Lomite Investments (Private) Claim
Limited Zimbabwe 4 100% 100% holding
Lucciola Investment Services
(Private) Limited Zimbabwe 5 100% 100% Dormant
Malaghan Investments (Private)
Limited Zimbabwe 5 100% 100% Dormant
Methven Investment Company
(Private) Limited Zimbabwe 5 100% 100% Dormant
Mimic Mining (Private) Limited Zimbabwe 5 100% 100% Dormant
Monteiro Investments (Private)
Limited Zimbabwe 5 100% 100% Dormant
Claim
Mystical Mining (Private) Limited Zimbabwe 5 100% 100% holding
Naxten Investments (Private) Asset
Limited Zimbabwe 5 100% 100% holding
Nedziwe Mining (Private) Limited Zimbabwe 5 100% 100% Dormant
Notebridge Investments (Private)
Limited Zimbabwe 5 100% 100% Dormant
Olebile Investments (Private) Claim
Limited Zimbabwe 5 100% 100% holding
Perkinson Investments (Private) Claim
Limited Zimbabwe 5 100% 100% holding
Pickstone-Peerless Mining (Private)
Limited Zimbabwe 5 100% 100% Dormant
Possession Investment Services Claim
(Private) Limited Zimbabwe 5 100% 100% holding
Prudent Mining (Private) Limited Zimbabwe 5 100% 100% Dormant
Rania Haulage (Private) Limited Zimbabwe 5 100% 100% Dormant
Regsite Mining Services (Private)
Limited Zimbabwe 5 100% 100% Dormant
Riberio Mining Services (Private)
Limited Zimbabwe 5 100% 100% Dormant
Sackler Investments (Private) Claim
Limited Zimbabwe 5 100% 100% holding
Schont Mining Services (Private) Claim
Limited Zimbabwe 5 100% 100% holding
Swadini Miners (Private) Limited Zimbabwe 5 100% 100% Dormant
Tamahine Investments (Private)
Limited Zimbabwe 5 100% 100% Dormant
The Salon Investments (Private)
Limited Zimbabwe 5 100% 100% Dormant
Vast Resources Zimbabwe (Private) Mining
Limited Zimbabwe 5 100% 100% investment
Vono Trading (Private) Limited Zimbabwe 5 100% 100% Dormant
Wynton Investment Company (Private)
Limited Zimbabwe 5 100% 100% Dormant
Zimchew Investments (Private)
Limited Zimbabwe 5 100% 100% Dormant
* Formerly African Consolidated Resources SRL
**Formerly ACR Nominees Ltd
Notes - Addresses of Registered offices:
1 Sat Iacobeni,Str.Minelor Nr.20, Jud. Suceava, Romania
2 Str.9 Mai, Nr.20, Baia Mare, Jud.Maramures, 430274 Romania
3 Nettlestead Place, Nettlestead, Maidstone, Kent ME18 6HE, United Kingdom
4 121 Borrowdale Road, Gun Hill, Harare, Zimbabwe
5 6, John Plagis Avenue, Alexandra Park, Harare, Zimbabwe
Company information
Brian Moritz Non-Executive Chairman
Richard Prelea Chief Executive Officer
Roy Tucker Business Director
Paul Fletcher Finance Director
Craig Harvey Chief Operations Officer
Nicholas Hatch Non-Executive Director
Directors Nigel Wyatt Non-Executive Director
Ben Harber
60 Gracechurch Street,
London,
Secretary and registered office EC3V 0HR
Country of incorporation United Kingdom
Legal form Public Limited Company
Website www.vastplc.com
Crowe UK LLP
55 Ludgate Hill
London
Auditors EC4M ZJW
Beaumont Cornish Limited
Building 3
566 Chiswick High Road
London
Nominated & Financial Adviser W4 5YA
Shore Capital Stockbrokers Limited
Cassini House
57 St James's Street,
London, SW1A 1LD
Axis Capital Markets Ltd
Princes Court
7, Princes Street
London
Joint Corporate Brokers EC2R 8AQ
Share Registrars Limited
27-28 Eastcastle Street
Registrars London, W1W 8DH
Registered number 5414325
**ENDS**
(END) Dow Jones Newswires
October 28, 2021 10:45 ET (14:45 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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