TIDMAMC
RNS Number : 6080E
Amur Minerals Corporation
30 June 2023
30 June 2023
AMUR MINERALS CORPORATION
("Amur", the "Company" or the Group)
AUDITED FINAL RESULTS FOR THE YEARED 31 DECEMBER 2022
Amur Minerals Corporation announces its final results for the
year ended 31 December 2022 (the "Annual Report"). Copies of the
Annual Report will be posted to shareholders tomorrow and will be
available shortly to download from the Company's website at
www.amurminerals.com .
Chairman's Statement
I take this opportunity to update our shareholders on the
activities of Amur Minerals Corporation (the Company and the Group)
for the 12-month period ended 31 December 2022 and key post year
end accomplishments. The paramount accomplishment was the sale our
wholly owned Russian Federation (RF) subsidiary AO Kun-Manie. With
the transaction, the Group no longer holds any RF based assets. We
have also paid a one-time special dividend from the funds derived
from the transaction. The sale also represents a fundamental
disposal in accordance with Rule 15 of the Alternative Investment
Market (AIM) thereby classifying AMC to be a cash shell. More
specifically, the following was accomplished:
-- The sale of our 100% owned Russian subsidiary AO Kun-Manie
along with its fully controlled Detailed Exploration and Mine
Planning Licence (DEMP) grossed the Group a total of US$35 million
allowing us to have recaptured our RF sunk costs. Completed on 6
March 2023, the Company no longer holds any assets in the RF and is
no longer considered to be a Russian based business.
-- From the transaction revenues, the Group has paid a one-time
1.8p special dividend per ordinary share. This was paid on 14 June
2023.
-- With the fundament disposal, the Company became cash shell in
accordance with AIM Rule 15. To remain a listed and trading entity
on the London Stock Exchange (LSE), we must complete an acquisition
or acquisitions which constitute(s) a reverse takeover (RTO) by 6
September 2023 or else be suspended, or by 6 March 2024 or else the
Company's listing on AIM will be cancelled.
Financially and over the course of 2022 and through to the
issuance of our 2022 Annual Report and consolidated financial
statements for the year ended 31 December 2022, we note that the
Group remained debt-free and ended 2022 with a cash balance of
US$3,483,000 (2021: US$6,682,000). With 2023 being more focused on
the identification and acquisition of a Reverse Takeover (RTO)
target, we remain a viable going concern.
We are also pleased to report that we have paid a one-time
special dividend from the US$35 million payment for the sale of AO
Kun-Manie. Paid at 1.8p per ordinary share, a total of GBP25.1
million (US$31.7 million at an exchange rate of 1.26 US$ to the UK
Pound Sterling) has been allocated.
Black Swan Event
Successful completion of the transaction was a major success
given the Black Swan event of 24 February 2022. With the multitude
of sanctions against the RF and RF countermeasures, our global team
and executive management had to respond to an extraordinary
everchanging business environment and chaotic geopolitical setting
induced which were atypical of a "normal" transaction. In support
of the transaction, the team successfully:
-- Navigated its way through the multitude of internationally
applied sanctions against the RF.
-- Traversed the RF countermeasures to the sanctions and
obtained newly introduced approvals of the transaction at the
highest RF authority level.
-- Execution of the transaction required our RF subsidiary (AO
Kun-Manie) be in good standing within the RF as well as within
Cyprus, London and British Virgin Islands. All terms and conditions
related to the integrity of the Kun-Manie nickel-copper mining
licence had to be maintained throughout the transaction. Without
these, the transaction could not have been executed.
-- Negotiate a final purchase agreement with Bering Metals LLC
(the Russian based buyer of AO Kun-Manie) ensuring full compliance
within the RF and our parent Company structure. These included
considerations resulting from the Special Military Operation (SMO),
the everchanging western sanctions, RF countermeasures to the
western sanctions and a shareholder vote to renegotiate the
transaction. This dynamic situation necessitated reconsidering key
items, terms, conditions and supporting documentation as the
situation evolved with time.
-- Replacing new support entities for parts of our western
compliance and support team that opted to no longer support the
Group as our primary asset was Russian. This included replacement
of our Group auditors, Moscow based solicitors and the Group's
banking facilities. Additionally, other support compliance entities
modified their terms and conditions which required additional
atypical work allowing the Group to remain compliant with AIM
regulatory requirements in support of the transaction. This
included our registrars and insurance providers.
-- A critical item was the establishment of a replacement bank
with the necessary qualifications and compliance to onboard the
fund transfer from the RF for completion of the transaction. This
required our identification, successful completion of Know Your
Client (KYC) reviews and final engagement of an internationally
recognised unsanctioned external Russian bank. Our historical long
term western bank provider had undertaken a corporate wide decision
to fully vacate support to all of its clients having Russian
interests. The notification of this change was provided on 7
November 2022.
-- With the sale of our only asset AO Kun-Manie, the Company
became a "cash shell" as defined by AIM Rule 15 of the LSE. Having
anticipated the successful completion of the transaction, we
simultaneously continued a search for a RTO project within more
favourable international jurisdictions. Not limited to the mineral
resource industry, numerous opportunities have been and are
currently being examined. Upon the identification of a suitable RTO
project and the completion of due diligence for a select project,
the Group will request shareholder approval in accordance with AIM
Rule 14.
Good Standing - AO Kun-Manie and the Detailed Exploration and
Mining Licence
To complete the sale of our RF based assets, all entities of the
Group had to be in good standing and were qualified as such. This
was most critical within the RF as these were the assets sold
onward to a Russian entity. where our 100% owned subsidiary AO
Kun-Manie and the DEMP had to meet the RF good standing
criteria.
AO Kun-Manie had to be appropriately funded, audited and
registered in accordance with RF statutes which it was. AO
Kun-Manie owns the Kun-Manie licence and all terms and conditions
specific to the licence had to be up to date. Entering 2022, two
sequential tasks remained to be completed and approved by the RF
Subsoil Agency. First to be completed was the obligatory Russian
certified TEO feasibility study (detailed results were reported in
June 2022). The final task was the development of the Russian
approved Mine Plan (to be completed 30 June 2023). Upon completion
of the approved Mine Plan, the Group could undertake the
operational development of Kun-Manie if funding was available.
Development of the Mine Plan was underway in late 2022.
With the transaction being completed in advance of the Mine Plan
delivery date, the responsibility for completion of the Mine Plan
was fully transferred to Bering Metals LLC (the 'Buyer') relieving
the Group of all licence obligations.
The Transaction
At a 24 August 2022 General Meeting, shareholders approved the
sale of AO Kun-Manie as provided in an 8 August 2022 circular. A
total of 94% of the voting shareholders approved the transaction.
The terms of the transaction were:
-- The total consideration for the Transaction was US$ 35
million to be paid upon completion of the Transaction. The
Transaction consideration was payable in US$.
-- The divesture price represented a premium of 119% to the
Group's market capitalisation of 3 August 2022 (GBP13.2 million)
and 44% to the current Kun-Manie book value of US$24.3 million as
at 31 December 2021 in Amur's latest annual report. The closing
share price on 3 August 2022 was 0.89 pence per share.
-- In addition to shareholder approval of the Transaction at the
General Meeting, the completion of the Transaction required the
approval by a newly created Russian Federation government
commission per the Presidential Decree No. 81 dated 1 March 2022
(which specifically addresses change of control of western held
assets) and the consent of the Federal Antimonopoly Service of
Russia. Final consents were granted 3 October 2022.
-- The Group pledged to pay a one-time special dividend of 1.8
pence per ordinary share within 90 days of receipt of the
completion payment.
The Buyer
The buyer of AO Kun-Manie was Bering Metals LLC Bering Metals
LLC,. a Russian incorporated company controlled by Vladislav
Sviblov. Mr Sviblov is a Russian entrepreneur and shareholder in
some major mining and industrial assets including Highland Gold
Mining, one of the largest gold miners in Russia which Mr Sviblov
acquired in 2020. Mr Sviblov has previously completed two
additional major M&A transactions, namely the acquisition of
Trans-Siberian Gold in Kamchatka, and the assets of the Zoloto
Kamchatki group. In April 2022, Highland Gold Mining entered into a
definitive agreement to acquire the Russian assets of New York
Stock Exchange-listed Kinross Gold Corporation.
Financial Overview
As at 31 December 2022 the Group had cash reserves of
US$3,483,000, down from US$6,682,000 at the start of 2022 and
remains debt free.
The decrease in cash reserves derives largely from an increase
legal and professional fees of US$694,000 compared to the previous
year. The spend is associated with the sale of the Group's wholly
owned subsidiary AO Kun-Manie and the settlement of a claim brought
against the Group in 2021, which was subsequently settled during
the year for a total of US$381,000.
In total, the administration and other expenses for the 2022
year were US$2,605,000 (2021: US$1,788,000). Additionally,
administration and taxation expenses of US$408,000 relating to
Kun-Maine were presented within discontinued operation as at 31
December 2022 in line with the Board's plans to sell the
entity.
Other Comprehensive Income was charged with a translation gain
of US$377,000 (2021: US$138,000 loss) due to the weakening of the
Russian Rouble to the US Dollar.
The Group also received an aggregate of GBP345,000 in cash early
in the year from the exercise of warrants. As a result of the
completion of the sale of AO Kun-Manie in March 2023 for total cash
consideration of US$35,000,000, the Group has not found it
necessary to undertake any equity placings or other fundraising
activities during the period.
Outlook - AIM Rule 15
With the Group's sale of its AO Kun-Manie asset on 6 March 2023
and receipt of the US$35 million payment on 14 March 2023, the
Group became a cash shell in accordance with Rule 15 of the AIM
Rules. To continue as a listed Group, the Group is now required to
complete an acquisition or acquisitions which constitute(s) a
Reverse Takeover (RTO) under AIM Rule 14 on or before the date
falling six months from the completion of the sale (6 September
2023) or to be re-admitted to trading on AIM as an investment
company under AIM Rule 8 (requiring our raising of an additional
GBP GBP6.0 million). Failing that, the Group's Ordinary Shares will
be suspended from trading on AIM for up to an additional six months
pursuant to AIM Rule 40. If an RTO has not been completed by 6
March 2024, the Group's shares will be cancelled from trading.
Given the volatility of the markets, we cannot guarantee that the
Group will be successful in meeting the AIM Rule 14 deadlines.
Completion of an RTO can be a time consuming event requiring
negotiations, the successful completion of all party due diligence
and the subsequent shareholder approval. In anticipation of our
successful sale of AO Kun-Manie, an RTO Identification Plan was
crafted by the Board in Q1 2022 to enable us to get a head start on
the process. Throughout 2022 and early 2023, various evaluations
and preliminary assessments of numerous international private and
public companies has already been undertaken.
To date, we have examined numerous mineral resource RTO
opportunities. Geographically these have been located in Canada,
the US, Scandinavia, Spain, Brazil, Peru, Chile, Ghana, Kenya and
Australia. Commodities have included potash, silica, alumina,
copper, nickel, gold, silver, metallurgical coking coal, energy
fuels substitutes and lithium. A total of 13 opportunities from
within 10 organisations have been considered.
During the course of our investigation, we have also been
contacted by two non-mineral resource companies. Discussions with
these more financially advanced entities indicate there is
potential for us to move into the Artificial Intelligence /
Entertainment or Financial Services or other sectors. These warrant
further investigation and we have therefore expanded our RTO
investigation of opportunities beyond mineral resource sector.
We shall continue to explore viable options for an RTO and will
make further announcement in due course. On behalf of the Board of
Directors, I would like to thank the Group's staff and advisers for
bringing the sale of AO Kun-Manie to completion, especially through
such turbulent times and I look forward to the future of Amur
Minerals.
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
Enquiries:
Company Nomad and Broker Public Relations
Amur Minerals Corp. S.P. Angel Corporate Finance LLP BlytheRay
Robin Young CEO Richard Morrison Megan Ray
Adam Cowl Tim Blythe
+7 (4212) 755 615 +44 (0) 20 3470 0470 +44 (0) 20 7138 3203
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
2022 2021
US$'000 US$'000
-------------------------------------- --------- ---------
Current assets
Trade and other receivables 63 109
Cash and cash equivalents 3,483 6,682
--------- ---------
Total current assets 3,546 6,791
Non-current assets classified as
held for sale 25,195 24,447
--------- ---------
Total assets 28,741 31,238
--------- ---------
Current liabilities
Trade and other payables 745 968
Total current liabilities 745 968
--------- ---------
Liabilities directly associated
with non-current assets classified
as held for sale 176 159
--------- ---------
Total liabilities 921 1,127
--------- ---------
Net assets 27,820 30,111
--------- ---------
Equity
Share capital 80,794 80,449
Share premium 4,278 4,278
Foreign currency translation reserve (17,235) (17,612)
Share options reserve 512 512
Retained deficit (40,529) (37,516)
--------- ---------
Total equity 27,820 30,111
--------- ---------
CONSOLIDATED INCOME STATEMENT
FOR THE YEARED 31 DECEMBER 2022
2022 2021
US$'000 US$'000
------------------------------------------------------- ---------- ----------
Administrative and other expenses (2,605) (1,788)
---------- ----------
Operating loss (2,605) (1,788)
Net foreign exchange losses - (2)
Loss before taxation (2,605) (1,790)
---------- ----------
- -
Tax expense
---------- ----------
Loss for the year from continuing operations (2,605) (1,790)
---------- ----------
Profit from discontinued operations - assets
sold - 956
Loss from discontinued operations - assets
held for sale (408) (372)
---------- ----------
Loss for the year (3,013) (1,206)
---------- ----------
Loss attributable to:
* Owners of the parent (3,013) (1,206)
---------- ----------
Loss per share (cents) from continuing operations
attributable to owners of the parent - Basic
& Diluted (0.19) (0.13)
---------- ----------
Loss per share (cents) from discontinued operations
attributable to owners of the parent - Basic
& Diluted (0.03) 0.04
---------- ----------
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2022
2022 2021
US$'000 US$'000
-------------------------------------------- --------- ---------------- ---------
Loss for the year (3,013) (1,206)
----------- -----------
Other comprehensive income/(loss):
Items that may subsequently be classified
to profit or loss:
Exchange differences on translation
of foreign operations 377 (138)
----------- -----------
Total other comprehensive income/(loss)
for the year 377 (138)
----------- -----------
Total comprehensive loss for the year
attributable to:
* Owners of the parent (2,636) (1,344)
----------- -----------
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 31 DECEMBER 2022
2022 2021
US$'000 US$'000 US$'000 US$'000
Cash flows from operating activities
Payments to suppliers and employees (3,358) (1,833)
-------- --------
Net cash outflow used in operating
activities (3,358) (1,833)
-------- --------
Cash flow from investing activities
Payments for exploration expenditure (327) (426)
Cash held with available for 141 -
sale financial assets
Sale of investments - 6,137
Interest received - 327
Net cash (used in)/generated
from investing activities (186) 6,038
-------- --------
Cash flow from financing activities
Cash received on issue of shares 345 -
upon exercise of warrants, net
of issue costs
345 -
Net cash generated from financing
activities
-------- --------
Net (decrease)/increase in cash
and cash equivalents (3,199) 4,205
-------- --------
Cash and cash equivalents at
beginning of year 6,682 2,790
Exchange differences on cash
and cash equivalents - (313)
-------- --------
Cash and cash equivalents at
end of year 3,483 6,682
-------- --------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2022
Foreign
Currency Share
Share Share Translation Options Retained Total
Capital Premium Reserve Reserve Deficit Equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
--------------------------- --------- --------- ------------- --------- --------- ---------
Balance at 1 January 2021 80,449 4,278 (17,474) 577 (36,480) 31,350
--------- --------- ------------- --------- --------- ---------
Year ended 31 December
2021:
Loss for the year - - - - (1,206) (1,206)
Other comprehensive loss:
Exchange differences on
translation of foreign
operations - - (138) - - (138)
--------- --------- ------------- --------- --------- ---------
Total comprehensive loss
for the year - - (138) - (1,206) (1,344)
--------- --------- ------------- --------- --------- ---------
Transactions with owners:
Options charge for the
year - - - 105 - 105
Options expired - - - (170) 170 -
--------- --------- ------------- --------- --------- ---------
Total transactions with
owners - - - (65) 170 105
--------- --------- ------------- --------- --------- ---------
Balance at 31 December
2021/ 1 January 2022 80,449 4,278 (17,612) 512 (37,516) 30,111
--------- --------- ------------- --------- --------- ---------
Year ended 31 December
2022:
Loss for the year - - - - (3,013) (3,013)
Other comprehensive loss:
Exchange differences on
translation of foreign
operations - - 377 - - 377
--------- --------- ------------- --------- --------- ---------
Total comprehensive loss
for the year - - 377 - (3,013) (2,636)
Transactions with owners:
Exercise of warrants 345 - - - - 345
--------- --------- ------------- --------- --------- ---------
Total transactions with
owners 345 - - - - 345
Balance at 31 December
2022 80,794 4,278 (17,235) 512 (40,529) 27,820
--------- --------- ------------- --------- --------- ---------
1. Basis of prePARATION
a) General Information
Amur Minerals Corporation (the "Company") is incorporated under
the British Virgin Islands Business Companies Act 2004. Its
registered office is at Kingston Chambers, P.O. Box 173, Road Town,
Tortola, British Virgin Islands.
The Company and its subsidiaries (together the "Group") locate,
evaluate, acquire, explore and develop mineral properties and
projects with the primary asset being located in the Russian Far
East.
The Company owns 100% of Irosta Trading Limited ("Irosta"), an
investment holding company incorporated and registered in Cyprus.
Irosta holds 100% of the shares in AO Kun-Manie, an exploration and
mining company incorporated and registered in the Russian
Federation, which holds the Group's mineral licences. The Company
also owned a wholly owned subsidiary, Carlo Holdings Limited, which
was sold during the year ended 31 December 2021.
The Group's principal place of business is in the Russian
Federation.
The Group's principal asset is the Kun-Manie production licence,
which was issued in May 2015. The licence is valid until 1 July
2035 and allows the Group's subsidiary, AO Kun-Manie, to recover
all revenues from 100% (less metal extraction royalties) of the
mined metal that specifically includes nickel, copper, cobalt,
platinum, palladium, gold and silver. As at 31 December 2022 and 31
December 2021 AO Kun-Manie was classified as held for sale as the
Board was working on finalising its sale. Post year end, on 6 March
2023, the Board successfully completed the sale of AO
Kun-Manie.
b) Basis of Preparation
These consolidated financial statements have been prepared under
the historical cost convention, except for the initial recognition
of financial instruments at fair value, the valuation of derivative
financial instruments and the measurement of assets held for sale
at the lower of carrying amount and fair value less costs to sell.
These consolidated financial statements have been prepared on the
going concern basis and in accordance with International Financial
Reporting Standards ("IFRS") as issued by the International
Accounting Standards Board ("IASB") and interpretations issued by
the International Financial Reporting Interpretations Committee
("IFRIC")".
The consolidated financial statements are presented in thousands
of United States Dollars (US$).
The principal accounting policies adopted in the preparation of
the consolidated financial statements are set out below. The
policies have been consistently applied to all the years presented,
unless otherwise stated.
The preparation of financial statements in accordance with IFRS
as issued by the IASB and interpretations issued by the IFRIC,
requires management to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
factors that are believed to be reasonable under the circumstances,
the results of which form the basis of making judgements about
carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these
estimates. The areas involving a higher degree of judgement or
complexity, or where assumptions and estimates are significant to
the consolidated financial statements, are disclosed in Note 3.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognized in
the period in which the estimate is revised if the revision only
affects that period, or in the period of revision and future
periods if the revision affects both current and future
periods.
c) Operating environment, going concern and listing status
During 2021, the Russian economy continued to be negatively
impacted by the ongoing political tension in the region and
international sanctions against certain Russian companies and
individuals, with the tension intensifying towards the end of 2021
as a result of further developments of the situation with Ukraine.
From late February 2022, the conflict between the Russian
Federation and Ukraine escalated further and the situation remains
highly unstable.
In response to the conflict, a number of sanctions have been
imposed on Russian entities to restrict them from having access to
foreign financial markets, including removing access of several
Russian banks to the international SWIFT system. The EU, UK and US
(amongst others) have also imposed sanctions against the Russian
central bank, restricting the access of the Russian state to
foreign currency reserves, and introduced further asset freezes
against designated individuals/entities and sectoral sanctions.
The situation is still evolving and further sanctions and
limitations on business activity of companies operating in the
region, as well as consequences on the Russian economy in general,
may arise but the full nature and possible effects of these are
unknown. Following the disposal of its Russian subsidiary, AO
Kun-Manie, after the reporting date the Group is no longer impacted
by the Russian operating environment.
As at 31 December 2022, the Group was in the final stages of
completing a transaction to sell 100% of the Group's interest in
its subsidiary AO Kun-Manie which holds the Kun-Manie exploration
license. The transaction was completed on 6th March 2023 and the
Group received the sales consideration of US$35,000,000 on 14th
March 2023.
On 14 June 2023, the Company paid a Special Dividend of 1.8p
(GBP) per share to its shareholders, whilst maintaining sufficient
funds to acquire another project via an RTO. The Group is currently
assessing suitable opportunities, however, should an RTO not be
completed within six months of the sale of AO Kun-Manie the Company
will enter into suspension and after six months in suspension the
Company will be delisted.
The Directors have reviewed the Group's cash flow forecast for
the period to 30 June 2024 and believe the Group has sufficient
cash resources to cover planned and committed expenditures over the
period. The Directors are confident that throughout the going
concern forecast period the Group will have sufficient funds to
meet obligations as they fall due, and thus, the Directors continue
to prepare the consolidated financial statements on a going concern
basis.
c) Loss per share
Basic and diluted loss per share is calculated and set out
below. The effects of warrants and share options outstanding at the
year ends are anti-dilutive and the total of 38.7 million (2021:
64.3 million) of potential ordinary shares have therefore been
excluded from the following calculations:
Number of shares
Weighted average number of ordinary shares
used in the calculation of basic 2022 2021
(losses)/earnings per share 1,391,636,698 1,379,872,315
2022 2021
(Losses)/Earnings US$'000 US$'000
Net loss for the year from continuing operations
attributable to equity shareholders (2,605) (1,790)
------------- -------------
Loss per share for continuing operations (expressed
in cents)
Basic and diluted loss per share (0.19) (0.13)
2022 2021
(Losses)/Earnings US$'000 US$'000
Net (loss)/profit for the year from discontinued
operations attributable to equity shareholders (408) 584
------- -------
(Loss)/Earnings per share for discontinued
operations (expressed in cents)
Basic and diluted (loss)/earnings per share (0.03) 0.04
d) Events after the reporting date
On 6 March 2023, the Group announced the completion of the sale
of AO Kun-Manie to Bering Metals LLC for a total consideration of
US$35 million.
On 24 May 2023, it was announced the shareholders of record at
the close of business 2 June 2023 will be entitled to payment of a
special dividend of 1.8 pence per share, on 14 June 2023. The
dividend was subsequently paid on this date.
On 1 June 2023, Ascent Resources Plc announced an intention to
bid for the entire issued and to be issued share capital of the
Company. The Company is considering the proposal, including the
terms of the proposed transaction announced on 1 June 2023.
As of the date of issue of these consolidated financial
statements no acquisition or acquisitions which constitute(s) a
reverse takeover transaction under AIM Rule 14 has taken place.
There were no other material events after the reporting date,
which have a bearing on the understanding of the consolidated
financial statements.
Annual Accounts
Copies of the Group's Annual Accounts will be posted to the Amur
shareholders today and are available for download from the
Company's website at www.amurminerals.com .
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FR EALKEDEEDEFA
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