Final Results
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
www.vastplc.com, follow the Company on
Twitter @vast_resources and LinkedIn, or please
contact:
Vast
Resources plcAndrew Prelea (Chief Executive Officer)Andrew
Hall |
www.vastplc.com+44 (0) 20 7846 0974 |
Beaumont
Cornish - Financial & Nominated Adviser Roland
Cornish James Biddle |
www.beaumontcornish.com+44 (0) 020 7628 3396 |
Shore
Capital Stockbrokers Limited – Joint BrokerJerry Keen
(Corporate Broking)Toby Gibbs / James Thomas (Corporate
Advisory) |
www.shorecapmarkets.co.uk+44 (0) 20 7408 4050 |
Axis
Capital Markets Limited – Joint Broker Richard
Hutchison |
www.axcap247.com +44 (0) 20 3206 0320 |
St Brides
Partners Limited Susie
Geliher |
www.stbridespartners.co.uk +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 YEAR ENDED 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):
£ |
|
$ |
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:
£ |
|
$ |
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 REPORTThe 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.
RomaniaThe 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.
ZimbabweThe 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.
BotswanaIn 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 managementOn 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 DirectorsOn 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.FundingWe 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 CapitalIn 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 GovernanceAs stated
in the Strategic Report, the Company has adopted the Quoted Company
Alliance (‘QCA’) code on Corporate Governance. The Board strives to
promote a corporate culture based on sound ethical values and
behaviours. The Company maintains a strict anti-corruption and
whistle blowing policy and the Directors are not aware of any event
in any jurisdiction in which it operates that might be considered
to be a breach of this policy. The Company has formally adopted
Code of Conduct, Health and Safety, Environmental, and Human Rights
policies which clearly articulate the Board’s expectations and
strengthen the control environment of the organisation. The Company
continues to operate a code for Directors’ and employees’ dealings
in securities which is appropriate for a company whose securities
are traded on AIM and is in accordance with the requirements of the
Market Abuse Regulation which came into effect in 2016. The Company
is also committed to maintaining open dialogue with shareholders,
employees and other stakeholders.
AppreciationThe continued
support and resolve of shareholders and other stakeholders through
times that have been challenging is much appreciated. To fellow
directors, thank you for your advice and support, and to management
and staff both in Romania and Zimbabwe for their continued effort
on behalf of the Company. Above all we wish all our stakeholders
well in these difficult times and remain committed to safeguarding
the safety of our employees and the communities in which we
operate.
Brian
MoritzChairman
STRATEGIC REPORT
Principal activities, review of business
and future developmentsVisionThe vision
of the Group continues to 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 activitiesIn Romania
the Group has focused on operating the Baita Plai Polymetallic Mine
(“BPPM”) which commenced production in October 2020. The Manaila
Polymetallic Mine (“MPM”) has remained on care and maintenance
during the period and the Company 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
businessRomania
GeneralThe 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.
ZimbabweThe 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.
CorporateDuring 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 indicatorsIn
executing its strategy, the Board considers the Group’s key
performance indicators to be:
Cash cost per tonne milled
- Cash cost per tonne is derived from
aggregate cash costs divided by tonnes milled and measures
productivity.
- BPPM cash cost per tonne was US$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 resourcesThe 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
uncertaintiesRisk – 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/CommentsThe 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 – MiningMining of natural
resources involves significant risk. Drilling and operating risks
include geological, geotechnical, seismic factors, industrial and
mechanical incidents, technical failures, labour disputes and
environmental hazards.
Mitigation/CommentsUse of strong technical
management together with modern technology and electronic tools
assist in reducing risk in this area. Good employee relations are
also key in reducing the exposure to labour disputes. The Group is
committed to following sound environmental guidelines and is keenly
aware of the issues surrounding each individual project.
Risk - Commodity
pricesCommodity prices are subject to fluctuation in world
markets and are dependent on such factors as mineral output and
demand, global economic trends and geo-political stability.
Mitigation/CommentsThe Group’s management
constantly monitors mineral grades mined, cost of production, and
commodity diversity to ensure that mining output becomes or remains
economic. The anticipated marginal contributions going forward at
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
PersonnelThe successful achievement of the Group's
strategies, business plans and objectives depend upon its ability
to attract and retain certain key personnel.
Mitigation/CommentsThe Group’s policy is to
foster a management culture where management is empowered and where
innovation and creativity in the workplace are encouraged. The
Group has in place a “Share Appreciation Rights Scheme” for
Directors and senior executives to provide incentives based on the
success of the business and continues to consult third party
benchmarks for remuneration. It has also introduced more specific
incentive arrangements for the Group’s diamond business in
Zimbabwe.
Risk - Country and PoliticalThe
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/CommentsThe Group’s management team
is experienced in its areas of operation and skilled at operating
within the framework of the local culture in Romania and Zimbabwe
to progress its objectives. The Group routinely monitors political
and regulatory developments in each of its countries of operation.
In addition, the Group actively engages in dialogue with relevant
government representatives to keep abreast of all key legal and
regulatory developments applicable to its operations. The Group has
several internal processes and checks in place to ensure that it is
wholly compliant with all relevant regulations to maintain its
mining or exploration licences within each country of
operation.
Risk - Social, Safety and
EnvironmentalThe Group's success may depend upon its
social, safety and environmental performance, as failures can lead
to delays or suspension of its mining activities. The risk of
Covid-19 infection may cause the mine to be shut-down
temporarily.
Mitigation/CommentsThe Group takes its
responsibilities in these areas seriously and monitors its
performance across these areas on a regular basis. The Group has
adopted and obtained ISO 9001:2015 for Quality, ISO 45001: 2018 for
Safety, and ISO 140001: 2015 for Environment. The Group adheres to
all Covid-19 rules, regulations, and guidelines in preventing
transmission of the infection through the workforce.
Corporate GovernanceThe Company
has adopted the QCA (Quoted Company Alliance) Code on corporate
governance. Details of how the Company complies with this are set
out on the Company’s website. Principles which are required to be
dealt with under the Code in the Company’s Annual Report are set
out below.
Business model and strategyThis
is described above under Strategy and elsewhere in this Report.
Risk ManagementIn addition to
its other roles and responsibilities, the Audit and Compliance
Committee is responsible to the Board for ensuring that procedures
are in place and are being implemented effectively to identify,
evaluate and manage the significant risks faced by the Company.
The Directors have established procedures, as
represented by this statement, for the purpose of providing a
system of internal control. An internal audit function is not
considered necessary or practical due to the size of the Company
and the close day to day control exercised by the Executive
Directors. The Board works closely with and has regular ongoing
dialogue with the Company Financial Director and other Executive
Directors and has established appropriate reporting and control
mechanisms to ensure the effectiveness of its control systems.
The risks facing the Company are detailed above.
The Board seeks to mitigate such risks so far as it is able to, as
explained above, but certain important risks cannot be controlled.
The CEO is primarily responsible to the Board for risk
management.
In particular, the products the Company mines
and is seeking to identify are traded globally at prices reflecting
supply and demand rather than the cost of production. In Romania,
the Company seeks to protect its cash flow by means of a long-term
offtake agreement, but it does not hedge future production.
Maintenance of a well-functioning Board
of Directors led by the ChairmanCurrent membership of the
Board is as follows:
Name Role AppointedBrian
Moritz Non-executive
Chairman 3 October
2016Andrew
Prelea Chief
Executive Officer 1
March 2018Roy
Tucker Business
Director 5 April
2005Paul
Fletcher Finance
Director 6 November
2019Craig
Harvey Chief
Operating Officer 1
March 2018Nick
Hatch Non-Executive
Director 9 May
2018Nigel
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
DirectorsThe 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
OfficerAndrew 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 - ChairmanBrian is
a Chartered Accountant and former Senior Partner of Grant Thornton
UK LLP, London; he formed Grant Thornton’s Capital Markets Team
which floated over 100 companies on AIM under his chairmanship. In
December 2004, he retired from Grant Thornton UK LLP to concentrate
on bringing new companies to the market. He specialises in natural
resources companies, primarily in Africa, and was formerly chairman
of Metal Bulletin plc, African Platinum plc and Chromex Mining plc
as well as currently being chairman of several junior mining
companies.
Roy Tucker – Business
DirectorRoy 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
DirectorPaul 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
OfficerCraig began his career with Gold Fields of SA in
1988 as a bursary student in Economic Geology where he worked on
various gold, platinum, coal and exploration projects. At Harmony
Gold he managed the mineral resources on various operations and was
involved in due diligence on acquisitions. He joined Simmer and
Jack with a focus on shallow hydro-thermal gold deposits in the
Eastern Transvaal and later moved into a corporate role managing
and auditing the mineral resource process across all gold and
uranium operations. Craig spent 3 years in a Principal Consultant
role for Ravensgate based in Perth, Australia, where he conducted
numerous resource estimations, valuations and technical reports
mainly in gold, uranium, copper and iron ore. Craig joined Vast
Resources as a consultant in 2013 and became Chief Operating
Officer in March 2017. During his tenure with Vast Resources, he
has been heavily involved in both Zimbabwe and Romania.
Nick Hatch – Non-Executive
DirectorNick 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
DirectorNigel is a Chartered Engineer, a graduate of the Camborne
School of Mines. He has held senior positions in several mining and
engineering companies primarily in Southern Africa. These include
CEO of Chromex Mining Plc, group marketing director of a De Beers
subsidiary group supplying specialised, materials, engineering and
technology to the mining and industrial sectors, and commercial
director of Dunlop Industrial Products (Pty) Ltd, South Africa. He
has wide ranging experience in ore and diamond recovery
technologies and the manufacture of electronic sorting equipment.
His experience includes the design and erection of ore sorting and
treatment plants.
The Company believes that the current balance of
skills on the Board, as a whole, reflects the broad range of
commercial and professional skills that the Company requires. Among
the Executive Directors, Andrew Prelea is experienced in general
management, including identifying and negotiating new business
opportunities; 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
PerformanceThe Group is in the process of fast evolution
and at this stage in the Company’s development it is not deemed
necessary to adopt formal procedures for evaluation of the Board or
of the individual Directors. There is frequent informal
communication between members of the Board and peer appraisal takes
place on an ongoing basis in the normal course of events. However,
the Board will keep this under review and may consider formalised
independent evaluation reviews at a later stage in the Company’s
development.
Given the size of the Company, the whole Board
is involved in the identification and appointment of new Directors
and as a result, a Nominations Committee is not considered
necessary at this stage. The importance of refreshing membership of
the Board is recognised and has been implemented. In 2018 Andrew
Prelea was appointed to replace Roy Pitchford as CEO, and Nick
Hatch replaced Brian Basham as a Non-executive Director. In
November 2019, Paul Fletcher was appointed to the Board as Finance
Director, and in 2021 Nigel Wyatt was appointed to replace Eric
Diack as Non-executive Director. Nevertheless, it is envisaged that
the Board will be strengthened in due course as and when new
projects are operated by the Company.
Maintenance of Governance Structures and
ProcessesThe corporate governance structures which the
Company is able to operate are limited by the size of the Board,
which is itself dictated by the current size and geographical
spread of the Company’s operations, with Directors resident in the
UK, Romania and Southern Africa. With this limitation, the Board is
dedicated to upholding the highest possible standards of governance
and probity.The Chairman, Brian Moritz:
- leads the Board and is primarily
responsible for the effective working of the Board;
- in consultation with the Board
ensures good corporate governance and sets clear expectations with
regards to Company culture, values and behaviour;
- sets the Board’s agenda and ensures
that all Directors are encouraged to participate fully in the
activities and decision-making process of the Board.
The CEO, Andrew Prelea:
- is primarily responsible for
developing Vast’s strategy in consultation with the Board, for its
implementation and for the operational management of the
business;
- is primarily responsible for new
projects and expansion;
- in conjunction with the CFO and 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 CommunicationThe
Board is committed to maintaining effective communication and
having constructive dialogue with its shareholders in accordance
with Principle Two of the Quoted Companies Alliance Code as adopted
by the Company. The Company is desirous of obtaining an
institutional shareholder base, and institutional shareholders and
analysts will have the opportunity to discuss issues and provide
feedback at meetings with the Company.
The Investors section of the Company’s website
provides all required regulatory information as well as additional
information shareholders may find helpful including: information on
Board members, advisors and significant shareholdings, a historical
list of the Company’s Announcements, its corporate governance
information, the Company’s publications including historic annual
reports and notices of annual general meetings, together with share
price information.
The results of shareholder meetings will be
publicly announced through the regulatory system and displayed on
the Company’s website with suitable explanations of any actions
undertaken as a result of any significant votes against
resolutions.Section 172 (1) StatementThe Directors
of the Company must act in accordance with a set of general duties.
These duties are detailed in section 172 of the UK Companies Act
2006. This Section 172 statement explains how the Directors fulfil
these duties.
Each Director must act in a way that they
consider, in good faith, would be most likely to promote the
Company’s success for the benefit of its members as a whole, and in
doing so have regard (among other matters) to:
S172(1) (a) “The likely consequences of
any decision in the long term”The Board 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.
OutlookThe 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 PreleaGroup
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 dividendsThe 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 instrumentsDetails of
the use of financial instruments by the Company and its subsidiary
undertakings are contained in note 19 of the financial
statements.
DirectorsThe Directors who
served during the period and up to the date hereof were as follows:
- Date
of
Appointment Roy
Tucker 5 April
2005 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’ interestsThe
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 rightsThe
following rights are held by Directors in a cash-settled share
rights performance programme:
|
Subscription price |
Outstanding at 30 April 2020 |
Exercised during last 12
months |
Lapsed during last 12 months |
Outstanding at 30 April 2021 |
|
Exercise date |
|
|
|
|
|
|
|
Roy
Tucker |
8.75p |
1,500,000 |
- |
(1,500,000) |
- |
|
9.00p |
750,000 |
- |
(750,000) |
- |
|
6.00p |
2,750,000 |
- |
- |
2,750,000 |
50% Aug 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
SchemeThe following Directors have been granted rights
under the Company’s Share Appreciation Rights Scheme:
|
In issue at |
Grant date |
Awarded during period |
Exercised / lapsed during period |
In issue at |
Vesting period |
|
30 Apr 20 |
|
|
|
30 Apr 21 |
|
|
|
|
|
|
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 developmentsThe
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 developmentThe
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 employeesThe Group
gives full consideration to applications for employment from
disabled persons where the candidate’s particular aptitudes and
abilities are consistent with adequately meeting the requirements
of the job. Opportunities are available to disabled employees for
training, career development and promotion.
Where existing employees become disabled, it is
the Company’s policy to provide continuing employment wherever
practicable in the same or an alternative position and to provide
appropriate training to achieve this aim.
AuditorsAll of the current
Directors have taken all the steps that they ought to have taken to
make themselves aware of any information needed by the Group's
auditors for the purposes of their audit and to establish that the
auditors are aware of that information. The Directors are not aware
of any relevant audit information of which the auditors are
unaware. Vast’s auditor, Crowe U.K. LLP, was initially appointed on
25 April 2016 and it is proposed by the Board that they be
reappointed as auditors at the forthcoming AGM.
Events after the reporting
dateThese are disclosed in Note 26.
By order of the
BoardBen
HarberSecretary
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.
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF VAST RESOURCES PLC
Opinion
We have audited the financial statements of Vast
Resources plc (the “Parent Company”) and its subsidiaries (the
“Group”) for the year ended 30 April 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
concernWe 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
MaterialityIn planning and performing our audit
we applied the concept of materiality. An item is considered
material if it could reasonably be expected to change the economic
decisions of a user of the financial statements. We used the
concept of materiality to both focus our testing and to evaluate
the impact of misstatements identified.
Based on our professional judgement, we determined overall
materiality for the Group financial statements as a whole to be
$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 informationThe directors
are responsible for the other information contained within the
annual report. The other information comprises the information
included in the annual report, other than the financial statements
and our auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon.
Our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required
to determine whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We
have nothing to report in this regard.Opinion on other
matter prescribed by the Companies Act 2006In our opinion
based on the work undertaken in the course of our audit
- the information given in the
strategic report and the directors' report for the financial year
for which the financial statements are prepared is consistent with
the financial statements; and
- the strategic report and the
directors’ report have been prepared in accordance with applicable
legal requirements.
Matters on which we are required to
report by exceptionIn light of the knowledge and
understanding of the group and the parent company and their
environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the
directors’ report.We have nothing to report in respect of the
following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
- adequate accounting records have
not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us;
or
- the parent company financial
statements are not in agreement with the accounting records and
returns; or
- certain disclosures of directors'
remuneration specified by law are not made; or
- we have not received all the
information and explanations we require for our audit.
Responsibilities of the directors for
the financial statementsAs explained more fully in the
directors’ responsibilities statement, the directors are
responsible for the preparation of the financial statements and for
being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the
directors are responsible for assessing the group’s and parent
company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit
of the financial statementsOur objectives are to obtain
reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances
of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We obtained an understanding of the legal and
regulatory frameworks within which the Group operates, focusing on
those laws and regulations that have a direct effect on the
determination of material amounts and disclosures in the financial
statements. The laws and regulations we considered in this context
were relevant company law and taxation legislation in the UK and
Romania being the principal jurisdictions in which the Group
operates.
We identified the greatest risk of material
impact on the financial statements from irregularities, including
fraud, to be the override of controls by management. Our audit
procedures to respond to these risks included enquiries of
management about their own identification and assessment of the
risks of irregularities, sample testing on the posting of journals
and reviewing accounting estimates for biases in particular where
significant judgements are involved (see Key Audit Matters
above).
Owing to the inherent limitations of an audit,
there is an unavoidable risk that some material misstatements of
the financial statements may not be detected, even though the audit
is properly planned and performed in accordance with the ISAs
(UK).
The potential effects of inherent limitations
are particularly significant in the case of misstatement resulting
from fraud because fraud may involve sophisticated and carefully
organised schemes designed to conceal it, including deliberate
failure to record transactions, collusion or intentional
misrepresentations being made to us.
A further description of our responsibilities
for the audit of the financial statements is located on the
Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
Use of our reportThis report is
made solely to the company's members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has
been undertaken so that we might state to the company's members
those matters we are required to state to them in an auditor's
report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than
the company and the company's members as a body, for our audit
work, for this report, or for the opinions we have formed.
John Glasby (Senior Statutory Auditor)for and on behalf of
Crowe U.K. LLPStatutory AuditorLondon28 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
equityfor the year ended 30 April
2021
|
Share capital |
Share premium |
Share option reserve |
Foreign currency translation reserve |
Retained deficit |
Total |
Non-controlling 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
equityfor the year ended 30 April
2021
|
Share capital |
Share premium |
Share option reserve |
Foreign currency translation reserve |
Retained 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 positionAs at 30 April 2021
|
|
30 Apr 2021 |
30 Apr 2020 |
30 Apr 2021 |
30 Apr 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 5414325Paul Fletcher -
Director 28
October 2021Group and Company statements of cash
flowfor the year ended 30 April 2021
|
30 Apr 2021 |
30 Apr 2020 |
30 Apr 2021 |
30 Apr 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
policiesfor 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
assessmentThe principal accounting policies adopted in the
preparation of the financial information are set out below. The
policies have been consistently applied throughout the current year
and prior year, unless otherwise stated. These financial statements
have been prepared in accordance with 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
judgementThe 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 assetsThe Group reviews, on an annual basis, whether
deferred exploration costs, acquired either as intangible assets,
as property, plant and equipment, or as mining options or licence
acquisition costs, have suffered any impairment. The recoverable
amounts are determined based on an assessment of the economically
recoverable mineral reserves, the ability of the Group to obtain
the necessary financing to complete the development of the reserves
and future profitable production or proceeds from the disposition
of recoverable reserves. 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 recoverabilityThe 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
valueThe 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) ProvisionsThe
Group is required to estimate the cost of its obligations to
realise and rehabilitate its mining properties.
The estimation of the cost of complying with the
Group’s obligations at future dates and in economically
unpredictable regions, and the application of appropriate discount
rates thereto, gives rise to significant estimation
uncertainties.
e) VAT recoverableIn
countries where the Group has productive mining operations carried
out by its subsidiaries those subsidiaries are registered for Value
Added Tax (VAT) with their respective local taxation authorities
and, as their outputs are predominantly zero-rated for VAT, receive
net refunds of VAT in respect of input tax borne on their inputs.
This amount is carried as a receivable until refunded by the
State
The amount carried as a receivable is determined
in accordance with the returns submitted to the taxation
authorities.
Basis of consolidationWhere the
Company has control over an investee, it is classified as a
subsidiary. The Company controls an investee if all three of the
following elements are present: power over the investee, exposure
to variable returns from the investee, and the ability of the
investor to use its power to affect those variable returns. Control
is reassessed whenever facts and circumstances indicate that there
may be a change in any of these elements of control.
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 combinationsThe
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 instrumentsThe
Group’s principal financial assets are cash and cash equivalents
and receivables. The Group also holds a long-term investment
available for sale. The Group’s principal financial liabilities are
trade and other payables, and loans and borrowings.
The Group's accounting policy for each category
of financial asset is as follows:
Financial assets held at amortised costTrade
receivables and other receivables are classified as financial
assets held at amortised cost as they are held within a business
model whose objective is to collect contractual cashflows which are
solely payments of principal and interest. They are initially
recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently
carried at amortised cost using the effective interest rate method,
less provision for impairment.
Impairment provisions are recognised under the
expected loss model with changes in the provision being recorded in
the statement of comprehensive income. For receivables, which are
reported net, such provisions are recorded in a separate allowance
account with the loss being recognised within administrative
expenses in the statement of comprehensive income. On confirmation
that the receivable will not be collectable, the gross carrying
value of the asset is written off against the associated
provision.
Financial assets held at fair valueInvestments
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 equivalentsThese amounts comprise
cash on hand and balances with banks. Cash equivalents are short
term, highly liquid accounts that are readily converted to known
amounts of cash. They include short-term bank deposits 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 liabilitiesThe Group’s financial
liabilities consist of trade and other payables (including short
terms loans) and long term secured borrowings. These are initially
recognised at fair value and subsequently carried at amortised
cost, using the effective interest method. Where any liability
carries a right to convertibility into shares in the Group and the
Group has an unconditional right to avoid delivering cash, the fair
value of the equity and liability portions of the liability is
determined at the date that the convertible instrument is issued,
by use of appropriate discount factors.
Foreign
currencyThe functional currency of the Company and all of
its subsidiaries outside Romania is the United States Dollar, while
the functional currency of the Company’s Romanian subsidiaries is
the Romanian Lei (RON). These are the currencies of the primary
economic environment in which the Company and its subsidiaries
operate.
Transactions entered into by the Group entities
in a currency other than the currency of the primary economic
environment in which it operates (the “functional currency”) are
recorded at the rates ruling when the transactions occur. Foreign
currency monetary assets and liabilities are translated at the
rates ruling at the date of the statement of financial position.
Exchange differences arising on the retranslation of unsettled
monetary assets and liabilities are similarly recognised
immediately in profit or loss, 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:
£1 and $1:
RON 4.0621 and $1:
ZWL 85.75
- 30 April
2020 $1.2604:
£1 and $1:
RON 4.4541 and $1:
ZWL 25.00
- 30 April
2019 $1.3036:
£1 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
rightsMineral rights are recorded at cost less
amortisation and provision for diminution in value. Amortisation
will be over the estimated life of the commercial ore reserves on a
unit of production basis.
Licences for the exploration of natural
resources will be amortised over the lower of the life of the
licence and the estimated life of the commercial ore reserves on a
unit of production basis.
InventoriesInventories are
initially recognised at cost, and subsequently at the lower of cost
and net realisable value. Cost comprises all costs of purchase,
costs of conversion and other costs incurred in bringing the
inventories to their present location and condition. Weighted
average cost is used to determine the cost of ordinarily
inter-changeable items.
Mining inventory includes run of mine
stockpiles, minerals in circuit, finished goods and consumables.
Stockpiles, minerals in circuit and finished goods are valued at
their cost of production to their point in process using a weighted
average cost of production, or net realisable value, whichever is
the lower. Low grade stockpiles are only recognised as an asset
when there is evidence to support the fact that some economic
benefit will flow to the Company on the sale of such inventory.
Consumables are valued at their cost of acquisition, or net
realisable value, whichever is the lower.
Investment in subsidiariesThe
Company’s investment in its subsidiaries is recorded at cost less
any impairment.
Non-controlling interestsFor
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.
RevenueRevenue from the sales
of goods is recognised when the Group has performed its contractual
obligations and it is probable that the Group will receive the
previously agreed upon payment. These criteria are considered to be
met when the goods are loaded at the plant and consigned to the
buyer. 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 costsContributions to
defined contribution pension schemes are charged to profit or loss
in the year to which they relate.
Production expensesProduction
expenses include all direct costs of production but exclude
depreciation of property plant and equipment involved in the mining
process, and mine and Company overhead.
Property, plant, and
equipmentLand is not depreciated. Items of property, plant
and equipment are initially recognised at cost and are subsequently
carried at depreciated cost. As well as the purchase price, cost
includes directly attributable costs and the estimated present
value of any future costs of dismantling and removing items. The
corresponding liability is recognised within provisions.
Depreciation is provided on all other items of
property and equipment so as to write off the carrying value of
items over their expected useful economic lives. It is applied at
the following rates:
Buildings – 2.5%
per annum, straight linePlant and machinery
– 15%
per annum, reducing balanceFixtures, fittings & equipment
– 20%
per annum, reducing balanceComputer assets
– 33.33%
per annum, straight lineMotor vehicles
– 15%
per annum, reducing balance
Capital works in progress: Property, plant and
equipment under construction are carried at its accumulated cost of
construction and not depreciated until such time as construction is
completed or the asset put into use, whichever is the earlier.
Proved mining
propertiesDepletion and amortisation of the full-cost
pools is computed using the units-of-production method based on
proved reserves as determined annually by management.
Provision for rehabilitation of mining
assetsProvision for the rehabilitation of a mining
property on the cessation of mining is recognised from the
commencement of mining activities. This provision accounts for the
full cost to rehabilitate the mine according to good practice
guidelines in the country where the mine is located, which may
involve more than the stipulated minimum legal commitment.
When accounting for the provision the Company
recognises a provision for the full cost to rehabilitate the mine
and a matching asset accounted for within the non-current mining
asset. The rehabilitation provision is discounted using 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
paymentsEquity-settled share-based paymentsWhere share
options are awarded to employees, the fair value of the options at
the date of grant is charged to profit or loss over the vesting
period. Non-market vesting conditions are taken into account by
adjusting the number of equity instruments expected to vest at each
reporting date so that, ultimately, the cumulative amount
recognised over the vesting period is based on the number of
options that eventually vest. 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 paymentsThe 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 sharesWhere remuneration shares are
issued to settle liabilities to employees and consultants, any
difference between the fair value of the shares on the date of
issue and the carrying amount of the liability is charged to profit
or loss.
Stripping costsCosts incurred
in stripping the overburden to gain access to mineral ore deposits
are accounted for as follows:
Stripping costs incurred during the development
phase of the mine (before production begins) are capitalised as
part of the depreciable cost of building, developing and
constructing the mine. Capitalised costs are amortised using the
units of production method, once production begins.
Stripping costs incurred during the production
phase of the mine which give rise to the production of usable
inventory are accounted for in accordance with the principles
contained in the Group’s policy on
Inventories. Stripping costs incurred in the production
phase of the mine which result in improved access to ore are
capitalized and recognized as additions to non-current assets
provided that it is probable that the future economic benefit from
improved access to the ore body associated with the stripping
activity will flow to the Company, that it is possible to identify
the component of the ore body to which access has been improved and
that the costs relating to the stripping activity associated with
that component of the ore body can be measured reliably.
TaxThe major components of
income tax on the profit or loss include current and deferred
tax.
Current taxCurrent tax is based on the profit or
loss adjusted for items that are non-assessable or disallowed and
is calculated using tax rates that have been enacted or
substantively enacted by the reporting date.
Tax is charged or credited to the statement of
comprehensive income, except when the tax relates to items credited
or charged directly to equity, in which case the tax is also dealt
with in equity.
Deferred taxDeferred tax assets and liabilities
are recognised where the carrying amount of an asset or liability
in the statement of financial position differs to its tax base,
except for differences arising on:
- The initial
recognition of goodwill;
- The initial
recognition of an asset or liability in a transaction which is not
a business combination and at the time of the transaction affects
neither accounting or taxable profit; and
- Investments in
subsidiaries and jointly controlled entities where the Group is
able to control the timing of the reversal of the difference and it
is probable that the differences will not reverse in the
foreseeable future.
Recognition of deferred tax assets is restricted
to those instances where it is probable that taxable profit will be
available against which the difference can be utilised.
The amount of the asset or liability is
determined using tax rates that have been enacted or substantively
enacted by the reporting date and are expected to apply when
deferred tax liabilities/(assets) are settled/(recovered). Deferred
tax balances are not discounted.
New IFRS accounting
standardsThere 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, and development |
Admin and 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, and development |
Admin and 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
Group |
Plant and machinery$’000 |
Fixtures, fittings and
equipment$’000 |
Computer assets$’000 |
Motor vehicles$’000 |
Buildings and
Improvements$’000 |
Mining assets$’000 |
Capital Work in
progress$’000 |
Total$’000 |
Cost
at 1 May 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 |
Company |
Plant and machinery |
Fixtures, fittings and equipment |
Computer assets |
Motor vehicles |
Buildings and Improvements |
Mining assets |
Capital Work 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:
Company |
Country of registration |
Class |
Proportion held by group |
Nature of business |
|
|
|
2021 |
2020 |
|
Vast Baita Plai SA (formerly African Consolidated Resources
SRL) |
Romania |
Ordinary |
100% |
80% |
Mining exploration and development |
Sinarom Mining Group SRL |
Romania |
Ordinary |
100% |
100% |
Mining exploration and development |
Vast Resources Romania Ltd |
United Kingdom |
Ordinary |
100% |
100% |
Holding company |
Vast Resources Zimbabwe(Private) Limited |
Zimbabwe |
Ordinary |
100% |
100% |
Mining exploration and development |
The table above shows the principal subsidiaries
of the Company. A full list of all group subsidiaries is given in
Note 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 |
$’000 |
|
|
|
|
|
Trade
receivables |
899 |
359 |
- |
- |
Other
receivables |
1,218 |
801 |
233 |
86 |
Short term
loans |
309 |
212 |
243 |
212 |
Prepayments |
89 |
81 |
23 |
- |
VAT |
692 |
1,008 |
- |
- |
|
3,207 |
2,461 |
499 |
298 |
|
|
|
|
Of which: |
Of which: not impaired as at 30 April 2021 and past due in
the following periods: |
|
Carrying amount before deducting any impairment
loss |
Related Impairment loss |
Net carrying amount |
Neither impaired nor past due on 30 April
2020 |
Not more than three months |
More than three months and not more
than six months |
More than six months |
Trade
receivables |
910 |
11 |
899 |
798 |
31 |
- |
70 |
Other
receivables |
1,218 |
- |
1,218 |
1,218 |
- |
- |
- |
|
|
|
|
|
|
|
|
|
2,128 |
11 |
2,117 |
2,016 |
31 |
- |
70 |
At the reporting date, included within VAT
receivable is an amount in respect of VAT owed to Vast Baita Plai
SA (formerly African Consolidated Resources SRL) of US$ 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 2021 |
Apr 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 |
|
2021
Group |
1 May 20 |
Cash -flows |
Amortised finance charges |
Loans repaid in shares |
Issuance of warrants |
Maturity movement |
30 Apr 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 |
|
2020
Group |
1 Apr 19 |
Cash -flows |
Amortised finance charges |
Loans repaid in shares |
Disposal of liabilities |
Exchange adjustments |
30 Apr 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 |
|
2021
Company |
1 May 20 |
Cash -flows |
Amortised finance charges |
Loans repaid in shares |
Issuance of warrants |
Maturity movement |
30 Apr 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 |
|
2020
Company |
1 Apr 19 |
Cash -flows |
Amortised finance charges |
Loans repaid in shares |
Disposal of liabilities |
Exchange adjustments |
30 Apr 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 |
|
Amount |
30 days |
60 days |
90 days |
120 days |
121 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
policiesDetails 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 managementThe Board seeks to
minimise its exposure to financial risk by reviewing and agreeing
policies for managing each financial risk and monitoring them on a
regular basis. No formal policies have been put in place in order
to hedge the Group and Company’s activities to the exposure to
currency risk or interest risk; however, the Board will consider
this periodically. No derivatives or hedges were entered into
during the year.
The Group and Company is exposed through its
operations to the following financial risks:
- Credit risk
- Market risk (includes cash flow
interest rate risk and foreign currency risk)
- Liquidity
risk
The policy for each of the above risks is
described in more detail below.
The principal financial instruments used by the
Group, from which financial instruments risk arises are as
follow:
- Receivables
- Cash and cash equivalents
- Trade and other payables (excluding
other taxes and social security) and loans
- Available for
sale investments
The table below sets out the carrying value of
all financial instruments by category 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 riskFinancial assets,
which potentially subject the Group and the Company to
concentrations of credit risk, consist principally of cash,
short-term deposits, an available for sale investment in 15% loan
notes funding the Blueberry project, and other receivables. Cash
balances are all held at recognised financial institutions. The 15%
loan notes are considered fully recoverable given the project
prospects. 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 value |
Maximum exposure |
Carrying value |
Maximum 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 |
|
Carrying value |
Maximum exposure |
Carrying value |
Maximum 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 riskCash flow interest
rate riskThe Group has adopted a non-speculative policy on managing
interest rate risk. Only approved financial institutions with sound
capital bases are used to borrow funds and for the investments of
surplus funds.
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 rate |
|
2021 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 riskForeign
exchange risk is inherent in the Group’s and the Company’s
activities and is accepted as such. The Company’s production,
underlying value, and funding is referenced to and denominated in
the United States Dollar and therefore foreign currency exchange
risk arises where any balance is held, or costs incurred, in
currencies other than United States Dollars. At 30 April 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 riskAny borrowing
facilities are negotiated with approved financial institutions at
acceptable interest rates. All assets and liabilities are at fixed
and floating interest rate. The Group and the Company seeks to
manage its financial risk to ensure that sufficient liquidity is
available to meet the foreseeable needs both in the short and long
term. See also references to Going Concern disclosures in the
Strategic Report on page 10 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 value |
Total Contractual Future Cashflows |
Carrying value |
Total Contractual 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 value |
Total Contractual Future Cashflows |
Carrying value |
Total Contractual 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 rate |
|
2021 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% |
|
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.
CapitalThe 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 |
|
|
|
|
No of shares |
Nominal value |
No of shares |
Nominal value |
Share Capital |
Share 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 £10,000,000 on each ordinary share, but no
further right to participate in the assets of the Company. The
Company may, subject to the Statutes, acquire all or any of the
deferred shares at any time for no consideration. The deferred
shares carry no votes.
The ordinary shares carry all the rights
normally attributed to ordinary shares in a company subject to the
rights of the deferred shares.
See also Note 26 on page 62 of the Annual Report
for details of share issues after the reporting date.
Date of
issue |
|
|
|
2021 |
No of shares |
Issue price (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 |
|
|
29-Apr-21 |
98 |
0.1 |
Equity issuance for share consolidation post year-end |
|
|
|
|
|
|
|
10,621,266,878 |
|
|
|
|
Date of
issue |
|
|
|
2020 |
No of shares |
Issue price (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
agreementAs previously reported, on 6 January 2016 the
Directors of the Company, together with certain senior managers,
subscribed an aggregate amount of £0.5 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
agreementAs 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 £0.8 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
paymentsThe Company has granted share options and warrants
to Directors, staff and consultants.
In June 2015, the Company also established a
Share Appreciation Scheme to incentivise Directors and senior
executives. The basis of the Scheme is to grant a fixed number of
'share appreciation rights' (SARs) to participants. Each SAR is
credited rights to receive at the discretion of the Company
ordinary shares in the Company or cash to a value of the difference
in the value of a share at the date of exercise of rights and the
value at date of grant. The SARS are subject to various performance
conditions.
The tables below reconcile the opening and
closing number of SAR’s in issue at each reporting date:
Exercise price |
In issue at |
Issued during year* |
Lapsed during year* |
Exercised during year |
In issue at 30 April 2021 |
Final exercise date |
30 April 2020 |
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 price |
In issue at |
Issued during year |
Lapsed during year |
Exercised during year |
In issue at 30 April 2020 |
Final exercise date |
30 April 2019 |
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:
Exercise price |
In issue at |
Issued during year |
Lapsed during year |
Exercised during year |
In issue at 30 April 2021 |
Final exercise 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 |
|
|
|
|
|
Exercise price |
In issue at |
Issued during year |
Lapsed during year |
Exercised during year |
In issue at 30 April 2020 |
Final exercise 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) |
- |
- |
|
|
0.50p |
529,004,140 |
- |
(7,807,017) |
(281,687) |
520,915,436 |
Dec 2020 * |
|
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 exercise price (pence) |
Number |
Weighted average exercise price (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:
Grant date |
Share Option or Warrant Exercise Price |
Vesting periods |
Share price at date of grant |
Volatility |
Life (years) |
Dividend yield |
Risk free interest rate |
Fair value |
Apr-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
paymentsThe 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.
Exercise price |
Outstanding at 30 April 2020 |
Exercised during last 12 months |
Lapsed during Last 12 months |
Granted during last 12 months |
Outstanding at 30 April 2021 |
Date exercisable 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. |
Exercise price |
Outstanding at 31 March 2019 |
Exercised during last 12 months |
Lapsed during Last 12 months |
Granted during last 12 months |
Outstanding at 30 April 2020 |
Date exercisable 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: $nil)
The total intrinsic value at both 30 April 2021
and 20 April 2020 was zero.
Warrant and Share option
expense
|
2021Group$’000 |
2020Group$’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 groupDirectors and
key management emoluments are disclosed in notes 6 and 7.
GroupDuring 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
£ |
|
$ |
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:
Company |
Country of registration |
Reg. office |
Group Interest |
Nature of business |
|
|
note |
2021 |
2020 |
|
Sinarom Mining
Group SRL |
Romania |
2 |
100% |
100% |
Mining
production |
Vast Baita Plai
SA* |
Romania |
1 |
100% |
80% |
Mining
development |
AP Mining Group
Ltd |
UK |
3 |
100% |
nil |
Dormant |
Vast Resources
Enterprises Limited |
UK |
3 |
100% |
nil |
Mining
investment |
Vast Resources
Nominees Limited ** |
UK |
3 |
100% |
100% |
Nominee
company |
Vast Resources
Romania Limited |
UK |
3 |
100% |
100% |
Mining
investment |
Accufin
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Dormant |
Aeromags
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Dormant |
Cadex Investments
(Private) Limited |
Zimbabwe |
4 |
100% |
100% |
Claim
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 |
Conneire Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Claim
holding |
Corampian
Technical Mining (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Dormant |
Dashaloo
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Claim
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) Limited |
Zimbabwe |
5 |
100% |
100% |
Claim
holding |
Febrim
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Dormant |
Heavystuff
Investment Company (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Claim
holding |
Hemihelp
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Dormant |
Isiyala Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Dormant |
Katanga Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Holding
Company |
Kengen Trading
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Dormant |
Kielty
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Dormant |
Lafton
Investments (Private) Limited |
Zimbabwe |
4 |
100% |
100% |
Claim
holding |
Lomite
Investments (Private) Limited |
Zimbabwe |
4 |
100% |
100% |
Claim
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 |
Mystical Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Claim
holding |
Naxten
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Asset
holding |
Nedziwe Mining
(Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Dormant |
Notebridge
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Dormant |
Olebile
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Claim
holding |
Perkinson
Investments (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Claim
holding |
Pickstone-Peerless Mining (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Dormant |
Possession
Investment Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Claim
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) Limited |
Zimbabwe |
5 |
100% |
100% |
Claim
holding |
Schont Mining
Services (Private) Limited |
Zimbabwe |
5 |
100% |
100% |
Claim
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) Limited |
Zimbabwe |
5 |
100% |
100% |
Mining
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
Directors |
Brian
MoritzRichard PreleaRoy TuckerPaul FletcherCraig HarveyNicholas
HatchNigel Wyatt |
Non-Executive
ChairmanChief Executive OfficerBusiness DirectorFinance
DirectorChief Operations OfficerNon-Executive DirectorNon-Executive
Director |
Secretary and
registered office |
Ben
Harber60 Gracechurch Street,London,EC3V 0HR |
Country of
incorporation |
United Kingdom |
Legal
form |
Public Limited Company |
Website |
www.vastplc.com |
Auditors |
Crowe
UK LLP55 Ludgate HillLondonEC4M ZJW |
Nominated &
Financial Adviser |
Beaumont Cornish LimitedBuilding 3566 Chiswick High RoadLondonW4
5YA |
Joint Corporate
Brokers |
Shore
Capital Stockbrokers LimitedCassini House57 St James's Street,
London, SW1A 1LDAxis Capital Markets LtdPrinces Court7, Princes
StreetLondonEC2R 8AQ |
Registrars |
Share
Registrars Limited27-28 Eastcastle StreetLondon, W1W 8DH |
Registered
number |
5414325 |
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