Final Results
Vast Resources plc / Ticker: VAST / Index: AIM /
Sector: Mining
31 October 2024
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 2024.
A copy of the annual report will be available on
the Company’s website at www.vastplc.com and printed copies are
being posted to shareholders.
**ENDS**
For further information, visit www.vastplc.com or please
contact:
Vast
Resources plc
Andrew Prelea (CEO)
|
www.vastplc.com
+44 (0) 20 7846 0974 |
Beaumont
Cornish – Financial & Nominated Advisor
Roland Cornish
James Biddle
|
www.beaumontcornish.com
+44 (0) 20 7628 3396 |
Shore
Capital Stockbrokers Limited – Joint
Broker
Toby Gibbs / James Thomas (Corporate Advisory)
|
www.shorecapmarkets.co.uk
+44 (0) 20 7408 4050 |
Axis
Capital Markets Limited – Joint Broker
Richard Hutchinson
|
www.axcap247.com
+44 (0) 20 3206 0320 |
St Brides
Partners Limited
Susie Geliher / Charlotte Page |
www.stbridespartners.co.uk
+44 (0) 20 7236 1177 |
OVERVIEW OF THE YEAR ENDED 30 APRIL
2024
Vast Resources plc (‘Vast’ or the ‘Group’ or the
‘Company’) is focused on key mining opportunities in Romania,
Zimbabwe and Tajikistan. These opportunities comprise the Baita
Plai Polymetallic Mine (“BPPM”) in Romania, the Group’s expected
opportunity in Zimbabwe, and participation in two mining projects
in Tajikistan. The Group continued to hold the Manaila Polymetallic
Mine (“MPM”) in Romania on care and maintenance during the
reporting period with the expectation of a funding round at a later
stage. Subsequent to the year end, the Company entered into
agreements with an ecological project to process and market mineral
products at the former Hanes Gold Mine in Romania.
Financial
- Revenues for the year ended 30
April 2024 were US$2.0 million compared to US$3.7 million for the
year ended 30 April 2023. The decrease is due to a reduction in
revenues from the Company’s Tajikistan interest and slower
concentrate sales in Romania in the second half of the year.
- 7.1% increase in other
administrative and overhead expenses for the year ended 30 April
2024 (US$4.2 million) compared to the year ended 30 April 2023
(US$3.9 million).
- Foreign exchange losses of US$1.3
million for the year ended 30 April 2024 compared to gains of
US$1.4 million for the year ended 30 April 2023. These losses arise
from the Company’s USD denominated funding of its Romanian Lei
functional currency subsidiaries and are partly compensated by
foreign exchange translation gains of US$1.1 million. The Company
funds its Romanian businesses in USD given this funding will
ultimately be repaid from USD denominated sales.
- An increase in losses after
taxation in the year ended 30 April 2024 (US$14.7 million) compared
to the year ended 30 April 2023 (US$10.5 million). Eliminating the
effects of foreign exchange gains and losses, the loss for the
period has increased from US$11.9 million for the year ended 30
April 2023 to US$13.3 million for the year ended 30 April
2024.
- Cash balances at the end of the
period were US$0.025 million compared to US$0.530 million at 30
April 2023.
Operational Development
- BPPM milled production increased
from 60,750 metric tonnes for the year ended 30 April 2023 to
86,171 metric tonnes for the year ended 30 April 2024. However,
sales were slower this year, particularly in the second half of the
year, due to logistical and product grade consistency
considerations that require that production is blended over time to
achieve optimal grades for marketing. With the anticipated ramp-up
of future production, these factors would be eliminated.
- First shipment of the lead and zinc
at the Takob processing plant in Tajikistan in October 2023.
Despite a lull in production during the year due to weather related
factors and internal matters at Takob unrelated to the direct
functioning of the plant, production restarted after the year
end.
- Entitlement to an effective 4.9%
interest in Aprelevka, a Tajikistan gold mine, in consideration for
the provision of management and mine development services.
Aprelevka holds four active operational mining licences located
along the Tien Shan Belt that extends through Central Asia,
currently producing approximately 11,600oz of gold and 116,000 oz
of silver per annum.
- Execution of a three-year marketing
agreement with a Swiss investment company for the exclusive
distribution of potentially high grade PGM concentrates produced
within the EU. Vast will receive a 2.5% commission based on the
sales value of the concentrates distributed under this agreement.
No transactions were executed during the year due to the variable
nature of grade tests which will require more work on sorting and
blending the product to maximise payables. Given priorities during
the year, work in this area has been delayed.
- Execution of a new exclusive
offtake agreement with Trafigura Group Pte (‘Trafigura’) for all
copper concentrate produced at BPPM, Trafigura is one of the
world’s leading independent commodity trading and logistics
companies and is also the offtaker for the Takob mine in
Tajikistan.
- On 14 July 2023, an employee was
fatally injured in a mine transportation incident. The Directors
and Management of Vast express their sincere condolences to the
family and colleagues of the deceased.
Post reporting date:
- In June 2024, the Company decided
to enter Vast Baita Plai SA (“VBPSA”), the operator of BPPM, into a
period of voluntary reorganisation to be effected by a Court judged
process under the Insolvency Act in Romania. This was executed in
response to operational pressures caused by the Unions and certain
BPPM employee demands and practices which were adversely impacting
mine performance. The reorganisation does not affect the ownership
or control of the mine and has been executed in the best interests
of the Company and its shareholders.
- In August 2024, the Company’s 100%
subsidiary Vast Baita Plia SA (“VBPSA”) successfully extended the
Head Licence held by Baita SA and under which VBPSA has the rights
to mine polymetallics at BPPM for a further five years by way of
Government Decision 6/2024 on 9 August 2024. In obtaining this
approval, drilling results from the Company’s drill campaign
commenced in 2023 were submitted.
- In September 2024, the Company
executed agreements with an ecological project to process and
market products from clean-up operations at the former Hanes Gold
Mine located in the Alba region of Romania.
- Significant progress has been made
by the parties relating to the historic claim. The Attorney
General’s office has approved the terms of the settlement agreement
relating to the historic claim and has recommended this to
government for signature. The fully executed settlement is
currently awaited to enable the Company to complete the process of
recovery, and the Company remains confident of a successful
conclusion. No amount has been recognised in the financial
statements (see note 27).
Funding
Equity:
Fundraising share issues during the year (gross proceeds before
cost of issue):
| |
£ |
|
$ |
Shares issued |
|
Issued
to |
| |
4,775,975 |
|
5,988,191 |
440,666,667 |
|
Placing with
investors |
| |
4,775,975 |
|
5,988,191 |
440,666,667 |
|
|
Post reporting
date:
| |
£ |
|
$ |
Shares issued |
|
Issued
to |
| |
1,966,000 |
|
2,535,362 |
1,630,000,000 |
|
Placing with
investors |
| |
1,966,000 |
|
2,535,362 |
1,630,000,000 |
|
|
On 29 February 2024 the Company approved a
capital reorganisation under which the number of existing ordinary
shares in issue were reduced by a factor of six. The shares issued
during the year ended 30 April 2024 have been adjusted to reflect
the reduction.
Debt:
Earlier during the year, the Company made total
payments of US$300,000 to its debt creditors to extend repayment to
30 November 2023. Subsequent to this, several extensions were made
during the year at no extra cost, culminating in a new schedule of
repayments announced on 29 April 2024 and which would begin on 7
May 2024 and in large part would be funded through refinancing.
Given the delays in refinancing, the Company has not repaid any
amounts to its lenders after the year end. The Company continues to
discuss arrangements with both Alpha and Mercuria and has commenced
alternative measures for settling the outstanding debts.
Management
The Company and the Board of Directors were very
saddened by the passing of Andrew Hall, Commercial Director of Vast
Resources. Andrew joined the Vast team in 2018 and has been a very
valued member of the team. He will be greatly missed and fondly
remembered.
Political and environmental
The rising tensions in the Middle East and the ongoing conflict in
Ukraine has not had any direct adverse impact on the group’s
operations but has impacted commodity markets. Gold prices have hit
record highs and copper futures have remained firm. A combination
of anticipated US interest rate cuts, Chinese stimulus and
geopolitical tensions have been bullish for commodity prices. The
process concerning the settlement of the historical claim is now
very well advanced.
CHAIRMAN’S REPORT
While this has been a highly challenging year
for the Company, much work has been done and continues to be done
by the management team and the Board to stabilise the business and
originate new commercial opportunities. Diversifying revenue
streams is key to reducing the Company’s current dependence on a
single operating asset and we acted on this during the year by
increasing our Tajikistan footprint and, subsequent to the year
end, by adding an important line of business to our operations in
Romania. The Company continues to be in need of financing and this
has constrained our ability to operate effectively and realise the
potential of the Company’s assets. The Company is therefore in
discussions with multiple investors and funders to properly
capitalise the business. Very significant progress has been made by
the parties relating to our historic claim and following the
Attorney General’s office approval of the terms of the settlement
agreement, the Company awaits the fully executed settlement to
complete the process of recovery.
Romania
While production at Baita has increased over last year, sales have
been slow and we have been disappointed by our progress. After the
year end the Company decided to enter Vast Baita Plai SA, the
operator of the Baita Plai Polymetallic Mine (“BPPM”), into a
period of voluntary reorganisation to be effected by a Court judged
process under the Insolvency Act in Romania. This was a reaction to
a dispute with the Unions and certain members of the Baita Plai
workforce which unreasonably compromised the ability of the mine to
improve productivity. The reorganisation request was approved by
the court and the Company has restructured operations.
After the year end, we entered into an important royalty agreement
with a mine greening company. Vast has the inhouse expertise and
assets to assist with further processing and commercialisation of
product at a number of clean-up sites. This provides an exciting
growth opportunity, diversification, low capital intensity, and
offers near-term liquidity.
The Company continues to maintain the Manaila
Polymetallic Mine (“MPM”) on care and maintenance while it seeks
funding at the project level to restart the operation. The Company
is in fact in dialogue with multiple investors regarding both MPM
and BPPM who recognise the potential of these assets and have
commenced due diligence.
Very sadly, on 14 July 2023, a mine employee at
BPPM was fatally injured in a mine transportation incident. On
behalf of the Directors and Management of Vast, I express sincere
condolences to the family and colleagues. As always. the Company
remains totally committed to safeguarding the safety of our
employees and the communities in which we operate.
Tajikistan
In January 2024, we took an interest in a Tajikistan gold mining
company (“Aprelevka”), in consideration for management services to
improve production volumes and efficiencies. The team is pushing
hard to achieve these goals and we believe that this will be a very
important step to originating more opportunities in Tajikistan.
Zimbabwe
The Company has spent several years aiming to reach a satisfactory
conclusion regarding the return of the historic claim. Very
significant progress has recently been made. The Attorney General’s
office has approved the terms of the settlement agreement relating
to the historic claim and has recommended this to the relevant
government body for signature. The fully executed settlement is
currently awaited to enable the Company to complete the process of
recovery and the Company remains confident of a successful
conclusion.
Directors and management
The Company and the Board of Directors were extremely saddened by
the passing of Andrew Hall on 27 November 2023. Andrew joined the
Company in 2018 and held the Commercial Director role for Vast
Resources. Andrew has been a highly valued member of the team he
will be greatly missed and fondly remembered.
Funding
Whilst the Company is in default of the repayment terms to Alpha
and Mercuria, ,the Company continues to discuss arrangements with
both Alpha and Mercuria. Both lenders are and have been supportive.
The Company has commenced alternative measures for settling the
outstanding debts and also to address the short-term working
capital needs of the group.
Corporate Governance
As stated in the Strategic Report, the Company has adopted the
Quoted Company Alliance (‘QCA’) code on Corporate Governance. The
Board strives to promote a corporate culture based on sound ethical
values and behaviours. The Company maintains a strict
anti-corruption and whistle blowing policy and the Directors are
not aware of any event in any jurisdiction in which it operates
that might be considered to be a breach of this policy. The Company
has formally adopted Code of Conduct, Health and Safety,
Environmental, and Human Rights policies which clearly articulate
the Board’s expectations and strengthen the control environment of
the organisation. The Company continues to operate a code for
Directors’ and employees’ dealings in securities which is
appropriate for a company whose securities are traded on AIM and is
in accordance with the requirements of the Market Abuse Regulation
which came into effect in 2016. The Company is also committed to
maintaining open dialogue with shareholders, employees and other
stakeholders.
Appreciation
The continued support and resolve of shareholders and other
stakeholders through times that have been challenging is much
appreciated. To fellow directors, thank you for your advice and
support, and to management and staff both in Romania and Zimbabwe
for their continued effort on behalf of the Company.
Brian Moritz
Chairman
STRATEGIC REPORT
Principal activities, review of business
and future developments
Vision
The vision of the Group continues to be 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 Tajikistan.
Principal activities
In Romania the Group has focused on operating the Baita Plai
Polymetallic Mine (“BPPM”) which commenced production in October
2020. The Manaila Polymetallic Mine (“MPM”) has remained on
care-and-maintenance during the period and the Company is engaged
with new investors to support the restart.
In Tajikistan, the Group has a mining project
with a fluoride and galena mine to produce and market non-ferrous
concentrate and other metals and Vast has also been appointed on 16
January 2024 to manage and develop the Aprelevka Gold Mines for
which it is entitled to an effective 4.9% share of the earnings
before interest and tax in these operations.
The Group continues to focus on bringing the
historic claim to a satisfactory conclusion, having made good
progress this year.
In both Romania and Tajikistan, the Group holds
further mining claims or other interests which are under
appraisal.
Review of business
Romania
BPPM (100% interest)
Operations
BPPM produced concentrate throughout the year,
increasing milled production from 60,750 metric tonnes for the year
ended 30 April 2023 to 86,171 metric tonnes for the year ended 30
April 2024. While production increased, this was far below our
internal expectations and fails to reflect the true potential of
the mine. Sub-optimal working practices and labour disputes
significantly impacted the Company’s internal ramp-up projections.
Sales were also slower this year, particularly in the second half
of the year, due to logistical and product grade consistency
considerations which management expects will be alleviated through
higher anticipated production volumes across multiple faces.
Primarily for these reasons, in June 2024, the Company decided to
enter Vast Baita Plai SA (“VBPSA”), the operator of BPPM, into a
period of voluntary reorganisation to be effected by a Court judged
process under the Insolvency Act in Romania. This has had the
desired effect of eliminating operational pressures caused by the
Unions and certain BPPM employee demands and practices which were
detrimental to mine performance. The reorganisation does not affect
the ownership or controlc of the mine and BPPM has, after the year
end, started to ramp up production, albeit from a reduced starting
point which is initially designed to conserve cashflow. BPPM has
reduced the staffing levels by more than 50%, thus significantly
reducing costs and increasing efficiencies. A new management team
has been installed and has opened the higher copper grade areas for
mining. This is expected to result in significantly lowering costs
per tonne of contained copper focusing on selective narrow vein
mining. While production has inevitably been impacted in the
short-term, the reorganisation allows the Company to appropriately
stage gate the ramp up of production in a manner that will protect
cashflows from project downside risks.
The results from the first phase of the
Company’s drill campaign were promising and subsequent to the
year-end successfully extended the Head Licence held by Baita SA
and under which VBPSA has the rights to mine polymetallics at BPPM
for a further five years. The mine does require continued
investment to significantly increase volumes. To this end, and
reflecting the potential of the asset, the Company is in
discussions with multiple project-based investors who have begun
due diligence. We were, however, very saddened on 14 July 2023, by
a fatality at the mine. An employee was fatally injured in a mine
transportation incident. The Directors and Management of Vast
express their sincere condolences to the family and colleagues of
the deceased.
Resources
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. Under JORC an exploration target has been
identified, which includes an historical mineral resource of
between 1.8 million to 3 million tonnes with a copper grade range
of 0.50–2.00%, gold range of 0.20–0.80 g/t and silver range of
40-80g/t. Subsequent to the publication of the JORC assessment, and
following an analysis of historical data records, the exploration
targets previously reported under JORC were increased from 1.8
million – 3.0 million tonnes to 3.2 million - 5.8 million tonnes
with copper grades in the 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 Company has
also begun a drilling campaign for the purpose of establishing an
enlarged JORC compliant Mineral Resource and in due course an Ore
Reserve for its licence renewal in August 2024. The drilling
campaign is supported by a Technical Programme Report prepared by
the Chief Geologist for geological and geotechnical consultants,
Formin SA, and countersigned by Top Consulting, Canada. The Report
concludes that the fulfilment of the programme will give the
Company the potential opportunity to upgrade the existing Mineral
Resource with the inclusion of a JORC compliant Exploration Target
of 11.65 to 12.65 million metric tonnes at 0.98% to 1.69% copper,
0.23% to 0.57% lead, and 0.17% to 0.62% zinc. Initial drill results
received were very encouraging confirming the potential to extend
the mining area.
MPM (100%
interest)
The Manaila Carlibaba exploitation perimeter
contains a JORC (2012) compliant Indicated 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. JORC underground exploration
targets identified are 7.9 million – 23.6 million tonnes with
copper grades in range of 0.4-1.3%, lead range 0.2-0.7%, zinc range
0.3-1.1%, and open pit exploration targets of 1.1 million – 3.2
million tonnes with copper grades in range of 0.4-1.1%, lead
0.1-0.4%, and zinc range 0.2-0.6%. The Company was granted the
Manaila Carlibaba Exploitation License to 29 October 2025. 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 in discussions with potential new
investors at the project level to support the near-term 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 a maiden JORC
resource. The Company has completed procedural and reporting
requirements with the Romanian authorities. These have now been
accepted and will allow the Company to apply for an exploitation
licence. However, there have been continued delays in the grant of
the licence due to procedural delays which are not related to the
asset. During the year the group extracted 200 kg of samples and
performed extraction techniques that achieved gold recoveries in
excess of 85%, exceeding the anticipated 44% yield submitted to the
Romanian authorities as part of the licence application process. An
investor group has expressed an interest in the asset and due
diligence is expected to commence in late November 2024. 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.
Hanes Gold Mine (20% effective
interest)
On the 11 September 2024 the Company announced
that it had executed two association agreements with an ecological
project to process and market products from clean-up operations at
the former Hanes Gold Mine located in the Alba region of Romania.
The first agreement is expected to be of a long-term nature, whilst
the second agreement relates to the marketing of a fixed amount of
500 tonnes of high-grade Au concentrate. Any funding requirement
for the first agreement is expected to be provided from the
proceeds from the second agreement, which is not expected to incur
any expense for the Company over and above normal operating
costs.
The Company has also entered into an Ecological Option Agreement
with a local Non-Profit Organisation to prospect and prepare a
Mineral Resource estimate for the remaining 3 million tonnes of the
original Hanes gold mine material. The Company’s objective will be
to shortly thereafter sign a processing and marketing agreement for
the final concentrate on a similar 20% royalty basis to the first
association agreement as a further element of the strategic eco
project for the rehabilitation of the former mining area.
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
exploitation of the many mining opportunities that have become
dormant in Romania 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.
Tajikistan
Takob processing Project (12.25%
effective interest)
The Company, as one of a collective group of partners, has a mining
project (the “Takob project”) in Tajikistan with Open Joint Stock
Company Korkhonai Boygardonii Takob (“Takob”). The interest in the
Takob project was acquired as a result of the acquisition by a
recently incorporated UK company, Central Asia Investments Ltd, in
which Vast has a 49 percent interest of a 50 percent interest in
Central Asia Minerals and Metals Ore Trading FZCO (“CAMM”) which
has an agreement with Takob (the “Master Agreement”). Vast has an
effective 24.5 percent indirect interest in the Takob project.
Takob, a wholly owned subsidiary of the Tajikistan Open Joint Stock
Company “TALCO”, the country’s largest group of companies, is the
owner of the operating Takob fluorite and galena mine (the “Mine”)
in Tajikistan where the strategic fluoride concentrate is sold to
TALCO’s chemical division (“TALCO Chemical LLC”), for the
production of essential raw materials required for primary
aluminium production.
Under the Master Agreement the Mine is to
produce approximately 7,000 tonnes per month of ore containing no
less than 1.5-2% lead, 1.2-1.4% zinc and 27% fluoride. Under the
Master Agreement CAMM is to provide equipment, technology and
technical expertise to upgrade and optimise the processing plant at
the Mine, and has undertaken the responsibility for the management
and execution of the Takob project. Takob will continue to mine ore
at the Mine and produce fluoride concentrate. Takob has undertaken
to supply no less than 1,000,000 tonnes of ore to be processed in
line with the Project that is anticipated to run with the current
Resource statement for 12 years.
CAMM has also under the Master Agreement been
appointed as exclusive agent for Takob to market and sell all
non-ferrous concentrates and precious metals from Takob’s Mine
including but not limited to lead, zinc, gold and silver. An
exclusive offtake contract has been entered into with Trafigura
PTE. Ltd, one of the world’s leading independent commodity trading
and logistics companies for the sale of bulk concentrates produced
by the Takob project. CAMM has secured financing and is fully
funded for the Takob project. In consideration for CAMM’s financing
obligations and provision of services under the Master Agreement
CAMM is entitled to receive 50 percent of net revenue from the sale
of non-ferrous concentrate and precious metals. In order for CAMM
to provide the expertise required to fulfil its services and
marketing obligations under the Master Agreement CAMM has entered a
services agreement with Vast to provide the services required.
Under this agreement Vast is entitled to charge for the services
provided on the basis that 24.5 percent of the fees earned will be
left outstanding until they can be financed from revenue arising
from the Takob project. The project made good progress with the
Takob mine and achieved steady state production of a 95% minimum
fluorite (CaF₂) concentrate thus achieving satisfaction of a major
performance condition of the contract. In addition to fees
receivable under the services agreement with CAMM Vast is entitled
to receive the equivalent of 12.25 percent royalty of all sales of
the non-ferrous concentrate and any other metals produced for its
participation in the collective group. The first shipment of the
lead and zinc at the Takob processing plant in Tajikistan in
October 2023. Despite a lull in production during the year due to
weather related factors and internal matters at Takob unrelated to
the direct functioning of the plant, production restarted after the
year end.
Takob Tailings
Project
CAMM also executed a Memorandum of Understanding (“MoU”) with Open
Joint Stock Company TALCO linked to processing the tailings
produced by the Takob Mine processing facility. During the initial
soil sampling phase, the company reported visible signs of Lead,
Zinc and precious metals, including Gold, Silver & Platinum
Group Metals, in the tailings facility. Initial surface survey
results show that there is a minimum of 1 million tons and up to
3.3 million tons of material. Over the past 40 years of mining the
processing plant was focused on Calcium Fluoride recoveries, not on
extraction of non-ferrous or precious metals.
Aprelevka Gold
Mines
In January 2024 the Company was appointed by Gulf International
Minerals Ltd (“Gulf”) to manage and develop the Aprelevka Gold
Mines in the Tien Shan Belt of Tajikistan. Gulf has a 49% interest
in a venture with the Government of Tajikistan (holding 51%) which
own the Joint Tajik-Canadian Limited Liability Company, Aprelevka.
Under the agreement with Gulf, Vast will be entitled to:
- a 10% share of the earnings before
interest and tax that Gulf receives from its 49% interest in
Aprelevka;
- a right of first refusal to convert
its entitlement into an equity interest of 10% in Gulf at any time
from 1 January 2025 to 15 January 2027, and;
- a right to acquire at market price
up to a further 20% of the shares of Gulf at any time from 1
January 2025 to 15 January 2027.
Aprelevka holds four active operational mining
licences located along the Tien Shan Belt that extends through
Central Asia, currently producing approximately 11,600oz of gold
and 116,000 oz of silver per annum. It is the intention of the
Company to assist in increasing Aprelevka's production from these
four mines closer to the historical peak production rates of
approximately 27,000oz of gold and 250,000oz of silver per year
from the operational mines.
Two additional mines have been explored, and
eight further licenced mining areas that are currently being
prospected have shown positive results. Aprelevka also has three
existing tailings dams that can be reprocessed containing high gold
values of which two tailings dams can be exploited in the near
term.
Since the year end, the Company has made
progress at the Aprelevka mine, realising costs savings and
improving gold recoveries and production volumes as envisaged at
the time of Bay Square’s acquisition of Gulf in January 2024.The
objective is to substantially increase volumes and profitability in
the next twelve months and to complete a JORC compliant resource
study.
Zimbabwe
As stated in the Chairman’s Report, very significant progress has
recently been made by the parties relating to our historic claim.
This has been a long outstanding issue and the company remains
confident of a final settlement following the approval by the
Attorney General’s office of the terms of the settlement agreement
and its recommendation to the relevant government body for
signature. The fully executed settlement agreement is currently
awaited to enable the Company to complete the process of
recovery.
Corporate
The Company made a total payment of US$300,000 to its debt
creditors to extend repayment to 30 November 2023. Subsequent to
this, several extensions were made during the year at no extra
cost, culminating in new schedule of repayments announced on 29
April 2024 and which would begin on 7 May 2024 and in large part
funded through refinancing. Given the delays in refinancing, the
Company has not repaid any amounts to its lenders after the year
end. The Company continues to discuss arrangements with both Alpha
and Mercuria and has commenced alternative measures for settling
the outstanding debts.
As reported last year, Craig Harvey, Technical
Director and Chief Operating Officer (COO) resigned on 3 March
2023. This has added considerably to existing management and Board
workload. The Company has initiated a search for a COO Board
position and hopes to fill the position in the coming months.
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 Romania and
Zimbabwe where the Group has acquired in-depth country
knowledge
- Develop the Company’s existing
relationship in Tajikistan with Talco with a view to expanding its
portfolio within the country
- Expand the Company’s polymetallic
footprint further afield to complement its Romanian strategy
Key performance indicators
In executing its strategy, the Board considers the Group’s key
performance indicators to be:
Cash cost per tonne milled
- Cash cost per tonne is derived from
aggregate cash costs divided by tonnes milled and measures
productivity.
- BPPM cash cost per tonne was US$94
for the year (2023: US$131) and is derived from aggregate cash
costs divided by tonnes milled and measures productivity.
- 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
US$3,765 for the year (2023: US$5,139) and is derived from
aggregate cash costs divided by the tonnes produced.
- 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 86,171
tonnes (2023: 60,750 tonnes).
- 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. We have published JORC-2012 compliant resource
estimates for both BPPM and MPM which are described above.
The rate of utilization of the Group’s cash
resources. This is discussed further below.
Cash resources
The Group’s year end position was US$0.025 million (2023: US$0.530
million).
During the year cash used in operations were
US$3.971 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$0.495 million comprising additions to property, plant, and
equipment.
Cash net inflows from funding activities were
US$ 3.961 million, comprising the net of the proceeds from the
issuance of shares of US$5.227 million less net repayment of loans
and borrowings and finance expenses of US$1.266 million.
The Directors monitor the cash position of the
Group closely to plan sufficient funds within the business to allow
the Group to meet is commitments and continue the development of
assets. As part of this process, the Directors closely monitor
capital expenditure and the regulatory requirements of the licences
to ensure they continue in good standing.
Principal risks and
uncertainties
Risk – Going
concern
The Group will require funding in order to repay
the Mercuria and Alpha debt facilities, and to meet its ongoing
working capital needs. The original maturity date for these debt
facilities was 15 May 2023 and this has been extended on several
occasions. Subsequent to the year end, these loans became due and
the Company received notice from Alpha that it would commence
enforcement procedures of the security given to it by a third
party, who is a shareholder of the Company. The Company has been
given confirmation by the third party that it is not his intention
to take action against the Company should Alpha commence
enforcement action against him. No enforcement proceedings have
been initiated to date and the Company continues to discuss
arrangements with both Alpha and Mercuria and plans to repay the
debts from the proceeds of the historic claim and/or from
refinancing. Significant progress has been made regarding the
settlement of the historic claim following the approval of a
settlement agreement by the Attorney General’s office and its
recommendation to the relevant government body to sign. The Company
has also received assurances from its previously announced
refinancier of its commitment to provide restructuring finance.
However, in view of the historical delays in executing these
sources of liquidity, the Group has commenced discussions with
several strategic investors to invest at the project level in both
the Manaila Polymetallic Mine (“MPM”) and the Baita Plai
Polymetalic Mine (“BPPM”) and has also initiated other alternative
measures. The expectation is that these measures will allow the
Group to repay debt and will also provide the necessary funding to
restart MPM and fund the increase in capacity at BPPM.
The Company has also implemented a number of
measures to improve the short-term operational and financial
position of the Group. In June 2024, the Company decided to enter
Vast Baita Plai SA (“VBPSA”), the operator of BPPM, into a period
of voluntary reorganisation to be effected by a Court judged
process under the Insolvency Act in Romania. This has allowed the
operation to significantly reduce both the labour force and
operational costs and to improve working practices with the
objective conserving the Group’s cash resources, improve project
outcomes, and provide a stable platform for phased growth. The
voluntary reorganisation process is ongoing with a Court date set
for 14 November 2024, at which the Company’s Judicial Administrator
will present the rejected creditors and argue the merits for
rejecting any creditors from the initial creditors table, as well
as presenting the progress made since entering reorganisation, and
present the initial step plan for the reorganisation to be approved
by the creditors in due course, of which Vast Resources PLC will be
the majority voting creditor. In September 2024, the Group has also
executed agreements with an ecological project to process and
market products from a rock and tailing dumps at the former Hanes
gold mine in Romania. This is expected to bring near-term liquidity
and to be a future source of earnings for the Group. The Company’s
expectation is the combination of these measures together with the
initiatives described earlier, will provide the necessary funding
for settling the outstanding debt of the Group and to satisfy the
working capital needs of the Group.
Having regard to the risks outlined in the
Strategic Report regarding the voluntary reorganisations of the
Group’s Romanian subsidiaries, and that there is neither a legally
binding extension of the Mercuria and Alpha nor alternative legally
binding funding or investing arrangements at the date of this
report, these conditions indicate the existence of a material
uncertainty which may cast significant doubt about the Group's and
Company's ability to continue as a going concern. The financial
statements do not include the adjustment that would result if the
Group and Company were unable to continue as a going concern.
Mitigation/Comments
In the event that the receipt of the historic
claim proceeds and/or refinancing is successfully executed,
management is confident that with continued progress in the
realisation process Mercuria and Alpha would remain supportive. To
date, Mercuria and Alpha have extended the original repayment date
several times and have as yet not taken any action against the
Company to enforce repayment. However, as mitigation, the Company
continues to engage with investors and debt providers in order to
provide liquidity to repay the Mercuria and Alpha debt and to
articulate the fundamental strength of the Group’s business so as
to attract additional funding when required.
Risk – Mining
Mining of natural resources involves significant
risk. Drilling and operating risks include geological,
geotechnical, seismic factors, industrial and mechanical incidents,
technical failures, labour disputes and environmental hazards.
Mitigation/Comments
Use of strong technical management together with
modern technology and electronic tools assist in reducing risk in
this area. Good employee relations are also key in reducing this
exposure and consequently, after the year end, the Company entered
its mining operation at Baita into reorganisation so as to address
suboptimal performance arising from the Unions and certain BPPM
employee demands and practices which were adversely impacting mine
performance. The reorganisation gives VBPSA the opportunity to
dismiss, without significant cost, those employees involved in
behaviour detrimental to the Company, but also the possibility to
re-employ those employees whom VBPSA wishes to retain on new
contracts materially more advantageous to BPSA. Certain employees
were demanding a reduction in working hours of about 25% and an
increase in paid holidays to almost twice that required under
National regulations. The Hiring of employees is well advanced and
the management is confident that this will restore good labour
relations, benefiting all stakeholders. The Group is committed to
following sound environmental guidelines and is keenly aware of the
issues surrounding each individual project.
Risk - Commodity
prices
Commodity prices are subject to fluctuation in
world markets and are dependent on such factors as mineral output
and demand, global economic trends and geo-political stability.
Mitigation/Comments
The Group’s management constantly monitors
mineral grades mined, cost of production, and commodity diversity
to ensure that mining output from its active projects become
economic and that its mining investments are recoverable. The
anticipated marginal contributions going forward at BPPM are high
versus fixed costs which provides a degree of liquidity protection
in the event prices decline significantly.
Risk – Management and Retention of
Key Personnel
The successful achievement of the Group's
strategies, business plans and objectives depend upon its ability
to attract and retain certain key personnel.
Mitigation/Comments
The Group’s policy is to foster a management
culture where management is empowered and where innovation and
creativity in the workplace are encouraged. The Group has in place
a “Share Appreciation Rights Scheme” for Directors and senior
executives to provide incentives based on the success of the
business and consults third party benchmarks for remuneration.
Risk - Country and
Political
The Group’s activities are based in Romania,
Zimbabwe and Tajikistan. Emerging market economies could be subject
to greater risks, including legal, regulatory, economic, bribery
and political risks, and are potentially subject to rapid
change.
Mitigation/Comments
The Group’s management team is experienced in
its areas of operation and skilled at operating within the
framework of the local culture in Romania, Tajikistan and Zimbabwe
to progress its objectives. The Group routinely monitors political
and regulatory developments in each of its countries of operation.
In addition, the Group actively engages in dialogue with relevant
government representatives to keep abreast of all key legal and
regulatory developments applicable to its operations. The Group has
several internal processes and checks in place to ensure that it is
wholly compliant with all relevant regulations to maintain its
mining or exploration licences within each country of
operation.
Risk - Social, Safety and
Environmental
The Group's success may depend upon its social, safety and
environmental performance, as failures can lead to delays or
suspension of its mining activities.
Mitigation/Comments
The Group takes its responsibilities in these
areas seriously and monitors its performance across these areas on
a regular basis. The Group has adopted and obtained ISO 9001:2015
for Quality, ISO 45001: 2018 for Safety, and ISO
140001: 2015 for Environment. As mentioned earlier, we were very
saddened on 14 July 2023 by a fatality at BPPM.
Risk – Voluntary reorganisations of
the Group’s Romanian subsidiaries
On 10 June 2024, the Company announced that Vast Baita Plai SA, the
Company’s wholly owned Romanian subsidiary that holds the Baita
Plai association licence, had entered into a voluntary
reorganisation to be effected by a Court judged process under the
Insolvency Act in Romania. Although the reorganisation is under a
judicial court process, it is of a voluntary nature under which
administrators are appointed by the Company. Vast Baita Plai SA,
and with it Baita Plai, continue to be controlled by and operated
by the Company through Andrew Prelea as Special Administrator,
appointed under that judicial process. Sinarom Mining Group Srl,
the Company’s wholly owned Company holding the Manaila licence
recently completed a similar voluntary reorganisation plan which
was approved by the Romanian courts and under which the operations
continue to be controlled by the Company. Failure to comply with
the rules and regulations of the insolvency process could result in
bankruptcy proceedings being enacted at Sinarom Mining Group Srl.
In the case of Vast Baita Plai SA, a court date has been set for 14
November 2024, at which the Company’s Judicial Administrator will
present the rejected creditors and argue the merits for rejecting
any creditors from the initial creditors table, as well as
presenting the progress made since entering reorganisation, and
present the initial step plan for the reorganisation. The final
reorganisation plan will require creditor approval by June 2025,
and Vast Resources PLC will be the majority voting creditor at the
time of the anticipated approval. Failure to adhere to comply with
the rules and regulations through the insolvency process could
result in bankruptcy proceedings being enacted at Vast Baita Plai
S.A.
Mitigation/Comments
The Group via its special administrator, Andrew
Prelea, work closely with the Judicial Administrator to ensure that
all processes are conducted in accordance with all applicable rules
and regulations and that the necessary creditor approval processes
are adhered to in order to achieve a satisfactory outcome.
Corporate Governance
The Company has adopted the QCA (Quoted Company Alliance) Code on
corporate governance. Details of how the Company complies with this
are set out on the Company’s website. Principles which are required
to be dealt with under the Code in the Company’s Annual Report are
set out below.
Business model and
strategy
This is described above under Strategy and elsewhere in this
Report.
Risk Management
In addition to its other roles and responsibilities, the Audit and
Compliance Committee is responsible to the Board for ensuring that
procedures are in place and are being implemented effectively to
identify, evaluate and manage the significant risks faced by the
Company.
The Directors have established procedures, as
represented by this statement, for the purpose of providing a
system of internal control. An internal audit function is not
considered necessary or practical due to the size of the Company
and the close day to day control exercised by the Executive
Directors. The Board works closely with and has regular ongoing
dialogue with the Company Financial Director and other Executive
Directors and has established appropriate reporting and control
mechanisms to ensure the effectiveness of its control systems.
The risks facing the Company are detailed above.
The Board seeks to mitigate such risks so far as it is able to, as
explained above, but certain important risks cannot be controlled.
The CEO is primarily responsible to the Board for risk
management.
In particular, the products the Company mines
and is seeking to identify are traded globally at prices reflecting
supply and demand rather than the cost of production. In Romania,
the Company seeks to protect its cash flow by means of a long-term
offtake agreement, but it does not hedge future production.
Maintenance of a well-functioning
Board of Directors led by the Chairman
Membership of the Board during the year is as follows:
|
Name |
Role |
Appointed |
| Brian Moritz |
Non-Executive
Chairman |
2 October
2016 |
| Andrew
Prelea |
Chief Executive
Officer |
1 March 2018 |
| Roy Tucker |
Non-Executive
Director |
5 April 2005 |
| Paul
Fletcher |
Finance
Director |
6 November
2019 |
| Nick Hatch |
Non-Executive
Director |
9 May 2018 |
| Nigel Wyatt |
Non-Executive
Director |
23 August
2021 |
| Andrew Hall |
Commercial
Director |
6 December 2021
(Died 27 November 2023) |
The Non-Executive Directors other than Roy
Tucker 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, and Paul Fletcher
in the UK. All the Non-Executive Directors are resident in the
UK.
Non-Executive Directors are committed to devote
3 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 divergence of locations,
Directors may be present by telephone.
During the year ended 30 April 2024, in addition
to several informal Board discussions attended by all the
Directors, there were nine Board meetings of the Company of which
six were attended by all Directors and three were attended by all
but one Director. There were a further eight meetings of a formal
nature. There was also one General Meeting in addition to the
Annual General Meeting.
Appropriate skills and experience of
the Directors
The CVs of the Directors – three executives (two post 27 November
2023) and four non-executives – as disclosed on the website, are
set out below. In addition, the Company has employed the outsourced
services of Ben Harber of Shakespeare Martineau as company
secretary.
Andrew Prelea – Chief Executive
Officer
Andrew has been involved in the mining sector for 12 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
31 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 Romania,
Tajikistan, and Zimbabwe.
Brian Moritz – Chairman
Brian is a Chartered Accountant and former Senior Partner of Grant
Thornton UK LLP, London; he formed Grant Thornton’s Capital Markets
Team which floated over 100 companies on AIM under his
chairmanship. In December 2004, he retired from Grant Thornton UK
LLP to concentrate on bringing new companies to the market. He
specialises in natural resources companies, primarily in Africa,
and was formerly chairman of Metal Bulletin plc, African Platinum
plc and Chromex Mining plc as well as currently being chairman of
several junior mining companies.
Roy Tucker – Non-Executive
Director
Roy is a Chartered Accountant with some 50 years of high level and
broad spectrum professional and business experience. He has been
the founder of a London banking group, served on bank boards and
had a position as a major shareholder of a substantial London
commodity house. He is also the founder of Legend Golf and Safari
Resort in South Africa. He has substantial investment in the
Romanian property sector.
Paul Fletcher – Finance
Director
Paul is a Chartered Accountant and Fellow of the Association of
Corporate Treasurers with 32 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.
Andrew Hall – Commercial
Director
The Company and the Board of Directors were extremely saddened by
the passing of Andrew Hall on 27 November 2023. Andrew was a very
valued member of the team. He will be greatly missed and fondly
remembered. Andrew had spent the last fourteen years working in
natural resources and finance linked businesses. Before joining the
Company in December 2018, Andrew had previously worked at a natural
resource focussed merchant bank where he established and managed
the alternative finance distribution business covering asset
managers, private equity, investment banks, family offices and
trading houses.
Nick Hatch – Non-Executive
Director
Nick has more than 38 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 set up his own company, Nick Hatch Mining Advisory
Ltd, to provide mining research, business development and financing
advice. He holds a degree in Mining Geology and is a Chartered
Engineer.
Nigel Wyatt – Non-Executive
Director
Nigel is a Chartered Engineer, a graduate of the Camborne School of
Mines. He has held senior positions in several mining and
engineering companies primarily in Southern Africa. These include
CEO of Chromex Mining Plc, group marketing director of a De Beers
subsidiary group supplying specialised, materials, engineering and
technology to the mining and industrial sectors, and commercial
director of Dunlop Industrial Products (Pty) Ltd, South Africa. He
has wide ranging experience in ore and diamond recovery
technologies and the manufacture of electronic sorting equipment.
His experience includes the design and erection of ore sorting and
treatment plants.
The Company believes that the current balance of
skills on the Board, as a whole, reflects the broad range of
commercial and professional skills that the Company requires. Among
the Executive Directors, Andrew Prelea is experienced in general
management, including identifying and negotiating new business
opportunities; 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. The
Company has initiated a search for a Chief Operational Officer
(COO) Board position and hopes to fill the position in the coming
months.
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. Roy Tucker is a Chartered Accountant with many years’
experience in general executive management. Nick Hatch is a
qualified geologist with experience in evaluating mining companies
and natural resource projects. Nigel Wyatt is a Chartered Engineer,
a graduate of the Camborne School of Mines with wide ranging
experience in the commercial aspects of mining and in ore and
diamond recovery technologies.
Importantly, three Directors without geological
qualifications have significant experience with junior companies in
the natural resources sector.
Evaluation of Board
Performance
The Group is in the process of fast evolution and at this stage in
the Company’s development it is not deemed necessary to adopt
formal procedures for evaluation of the Board or of the individual
Directors. There is frequent informal communication between members
of the Board and peer appraisal takes place on an ongoing basis in
the normal course of events. However, the Board will keep this
under review and may consider formalised independent evaluation
reviews at a later stage in the Company’s development.
Given the size of the Company, the whole Board
is involved in the identification and appointment of new Directors
and as a result, a Nominations Committee is not considered
necessary at this stage. The importance of refreshing membership of
the Board is recognised and has been implemented. In 2018 Andrew
Prelea was appointed to replace Roy Pitchford as CEO, and Nick
Hatch replaced Brian Basham as a Non-executive Director. In
November 2019, Paul Fletcher was appointed to the Board as Finance
Director, and in 2021 Nigel Wyatt was appointed to replace Eric
Diack as Non-executive Director, and Andrew Hall appointed to the
Board as Commercial Director. Nevertheless, it is envisaged that
the Board will be strengthened in due course as and when new
projects are operated by the Company.
Maintenance of Governance Structures
and Processes
The corporate governance structures which the Company is able to
operate are limited by the size of the Board, which is itself
dictated by the current size and geographical spread of the
Company’s operations, with Directors resident in the UK and
Romania. 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
Commercial Director 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 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 Commercial Director, Andrew
Hall, until his passing on 27 November 2023:
- worked with the CEO on the
Company’s strategic business initiatives and capital raising;
- was responsible for offtake
relationships;
- was responsible for leading the
Company’s external and investor communications;
- was the main point of contact with
the Company’ s Nomad.
Since Andrew’s passing, these responsibilities
have been shared by the Board of Directors.
Roy Tucker who is a Non-Executive Director also
provides legal, consultancy and compliance services to the
Company.
The Remuneration Committee is currently chaired
by Nick Hatch and comprises Nick Hatch, Brian Moritz and Nigel
Wyatt. 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 Brian
Moritz and comprises Brian Moritz, Nick Hatch and Nigel Wyatt. It
normally meets twice per annum to inter alia, consider the interim
and final results. In the latter case the auditors are present and
the meeting considers and takes action on any matters raised by the
auditors arising from their audit.
Matters reserved for the Board include:
- Vision and strategy
- Production and trading results
- Financial statements and
reporting
- Financing strategy, including debt
and other external financing sources
- Budgets, acquisitions and expansion
projects, divestments and capital expenditure and business
plans
- Corporate governance and
compliance
- Risk management and internal
controls
- Appointments and succession
plans
- Directors’ remuneration
Shareholder
Communication
The Board is committed to maintaining effective communication and
having constructive dialogue with its shareholders in accordance
with Principle Two of the Quoted Companies Alliance Code as adopted
by the Company. The Company is desirous of obtaining an
institutional shareholder base, and institutional shareholders and
analysts will have the opportunity to discuss issues and provide
feedback at meetings with the Company.
The Investors section of the Company’s website provides all
required regulatory information as well as additional information
shareholders may find helpful including: information on Board
members, advisors and significant shareholdings, a historical list
of the Company’s Announcements, its corporate governance
information, the Company’s publications including historic annual
reports and notices of annual general meetings, together with share
price information.
The results of shareholder meetings will be
publicly announced through the regulatory system and displayed on
the Company’s website with suitable explanations of any actions
undertaken as a result of any significant votes against
resolutions.
Section 172 (1) Statement
The Directors of the Company must act in accordance with a set of
general duties. These duties are detailed in section 172 of the UK
Companies Act 2006. This Section 172 statement explains how the
Directors fulfil these duties.
Each Director must act in a way that they
consider, in good faith, would be most likely to promote the
Company’s success for the benefit of its members as a whole, and in
doing so have regard (among other matters) to:
S172(1) (a) “The likely consequences
of any decision in the long term”
The Board has focused its resources primarily on its key mining
opportunity, BPPM. The Board has also expanded and continues to
look to expand the Company’s polymetallic footprint further afield
to complement its Romanian and Zimbabwe strategies. For further
details on the Company’s strategy and the key performance
indicators, please see page 10 and 11. 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 11 to 14 and
the processes by which they are managed are highlighted under the
Risk Management principles set out on the Corporate Governance
section on page 14.
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 17, 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 13, 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. As mentioned in the Chairman’s Report on page
6, 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 and
under the Corporate Governance section on page 14 the Board strives
to promote a culture based on high business conduct standards.
S172(1) (f) “The need to act fairly
as between members of the company”
Having assessed all necessary factors, and as supported by the
processes described above, the Directors consider the best approach
to delivering on the Company’s strategy. This is done after
assessing the impact on all stakeholders and is performed in such a
manner so as to act fairly as between the Company’s members.
Outlook
The Company has had a very challenging year. Our performance at
BPPM did not meet our internal expectations but we believe that
with the reorganisation at the mine will create the base on which
to successfully grow the operation. This will be dependent upon
additional funding which we expect will be derived from settlement
of the historic claim following the approval of the terms of the
settlement agreement by the Attorney General’s office and its
recommendation to the relevant government body for signature. The
Company has also received assurances from its refinancier of its
commitment to provide restructuring finance. However, in view of
the historical delays in executing these sources of liquidity, the
Company has commenced alternative measures for settling the
outstanding debts and also to address the short-term working
capital needs of the group. The expectation is that these sources
of liquidity will place the Company on a much stronger financial
footing.
During the year we added to our Tajikistan
footprint through an interest in the Aprelevka Gold Mine, and after
the year end diversified our Romanian operations following the
execution of agreements with an ecological project to process and
market products from clean-up operations at the former Hanes Gold
Mine located in the Alba region of Romania. These projects offer
good near and medium-term prospects and do not require any funding
from Vast. MPM continues to hold significant value for the Company,
supported by continued strong demand for copper and improved
production techniques. The priorities this year have again
prevented the team from devoting time to realising the value of the
asset and we are engaging with investors to support at the project
level the restart of MPM.
The economic fundamentals for the Company’s
polymetallic business are strong. Continued demand for copper has
buoyed prices, despite current geopolitical risks. 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. Gold prices remain extremely well supported and we
believe that this will benefit Vast in its new gold mining
interests which provide diversification for the Company.
On behalf of the Board,
Andrew Prelea
Group Chief Executive Officer
REPORT OF THE DIRECTORS
for the year ended 30 April
2024
The Directors present their report together with
the audited financial statements for the twelve-month period ended
30 April 2024.
Results and dividends
The Group statement of comprehensive income is set out on page 30
and shows the loss for the period.
The Directors do not recommend the payment of a
dividend (2023: nil).
Financial instruments
Details of the use of financial instruments by the Company and its
subsidiary undertakings are contained in note 21 of the financial
statements.
Directors
The Directors who served during the period and up to the date
hereof were as follows:
-
Date of Appointment
|
Roy Tucker |
5 April 2005 |
|
Brian Moritz |
3 October 2016 |
|
Andrew Prelea |
1 March 2018 |
|
Nick Hatch |
9 May 2018 |
|
Paul Fletcher |
6 November 2019 |
|
Nigel Wyatt |
23 August 2021 |
|
Andrew Hall |
6 December 2021 (died 27 November 2023) |
Directors’ interests
The interests in the shares of the Company of the Directors who
served during the period were as follows:
| |
30 April 2024 |
30 April 2023 |
|
| |
New Ordinary Shares* |
New Ordinary Shares* |
|
| |
|
|
|
| Andrew
Hall |
19,258 |
19,258 |
|
| Nigel
Wyatt |
- |
- |
|
| Paul
Fletcher |
117,580 |
117,580 |
|
| Nick Hatch |
- |
- |
|
| Brian
Moritz |
41,667 |
41,667 |
|
| Andrew
Prelea |
5,177,525 |
5,177,525 |
|
| Roy Tucker |
490,960 |
490,960 |
|
|
Total |
5,846,990 |
5,846,990 |
|
| |
|
|
|
*Restates the ordinary
share holdings at 30 April 2024 as new ordinary shares issued under
the Company's Capital Reorganisation approved on 29 February
2024.
|
|
| |
| |
Share Appreciation Rights
Scheme
The 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 April 2023* |
|
30 April 2024 |
| |
|
|
|
|
|
|
Start |
|
Finish |
| Paul |
29,167 |
24-Nov-20 |
|
(29,167) |
|
0 |
24-Nov-20 |
|
23-Nov-23 |
| Fletcher |
29,167 |
24-Nov-20 |
|
(29,167) |
|
0 |
31-Mar-21 |
|
31-Mar-24 |
| |
1,791,667 |
24-Apr-23 |
|
|
|
1,791,667 |
01-May-23 |
|
31-Dec-25 |
| |
1,791,667 |
24-Apr-23 |
|
|
|
1,791,667 |
01-May-23 |
|
31-Dec-25 |
| |
|
|
|
|
|
|
|
|
|
| Nick |
8,333 |
24-Nov-20 |
|
(8,333) |
|
0 |
24-Nov-20 |
|
23-Nov-23 |
| Hatch |
8,333 |
24-Nov-20 |
|
(8,333) |
|
0 |
31-Mar-21 |
|
31-Mar-24 |
| |
|
|
|
|
|
|
|
|
|
| Andrew |
2,500,000 |
24-Apr-23 |
|
|
|
2,500,000 |
01-May-23 |
|
31-Dec-25 |
| Prelea |
2,500,000 |
24-Apr-23 |
|
|
|
2,500,000 |
01-May-23 |
|
31-Dec-25 |
| |
|
|
|
|
|
|
|
|
|
| Roy |
18,750 |
24-Nov-20 |
|
(18,750) |
|
0 |
24-Nov-20 |
|
23-Nov-23 |
| Tucker |
18,750 |
24-Nov-20 |
|
(18,750) |
|
0 |
31-Mar-21 |
|
31-Mar-24 |
| |
1,166,667 |
24-Apr-23 |
|
|
|
1,166,667 |
01-May-23 |
|
31-Dec-25 |
| |
1,166,667 |
24-Apr-23 |
|
|
|
1,166,667 |
01-May-23 |
|
31-Dec-25 |
| |
|
|
|
|
|
|
|
|
|
| Andrew |
16,667 |
24-Nov-20 |
|
(16,667) |
|
0 |
24-Nov-20 |
|
23-Nov-23 |
| Hall |
16,667 |
24-Nov-20 |
|
(16,667) |
|
0 |
31-Mar-21 |
|
31-Mar-24 |
| |
1,708,333 |
24-Apr-23 |
|
|
|
1,708,333 |
01-May-23 |
|
31-Dec-25 |
| |
1,708,333 |
24-Apr-23 |
|
|
|
1,708,333 |
01-May-23 |
|
31-Dec-25 |
| |
|
|
|
|
|
|
|
|
|
| |
14,479,168 |
|
- |
(145,834) |
|
14,333,334 |
|
|
|
*Previous year balances have been restated to
reflect the Company’s Company Reorganisation approved on 29
February 2024.
**See note 23 for further details of the
SARS.
Directors’ remuneration
|
|
Apr-24 |
|
|
|
Apr-23 |
|
|
| |
Salary/Fees |
Other |
Total |
|
Salary/Fees |
Other |
Total |
| |
$’000 |
$’000 |
$’000 |
|
$’000 |
$’000 |
$’000 |
| Nigel
Wyatt |
28 |
- |
28 |
|
27 |
- |
27 |
| Paul
Fletcher |
182 |
7 |
189 |
|
176 |
1 |
177 |
|
Nick Hatch |
28 |
- |
28 |
|
27 |
- |
27 |
|
Craig Harvey |
- |
- |
- |
|
192 |
- |
192 |
|
Brian Moritz |
29 |
- |
29 |
|
28 |
- |
28 |
|
Andrew Prelea |
258 |
- |
258 |
|
258 |
- |
258 |
|
Roy Tucker |
87 |
- |
87 |
|
83 |
- |
83 |
|
Andrew Hall |
98 |
6 |
104 |
|
162 |
14 |
176 |
|
|
|
|
|
|
|
|
|
|
Total |
710 |
13 |
723 |
|
953 |
15 |
968 |
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 2024 a total of US$1,338,666 was
owed to Directors (Brian Moritz – US$141,317, Nick Hatch –
US$130,571, Roy Tucker US$370,708, Nigel Wyatt – US$73,994, Paul
Fletcher US$381,791, Andrew Prelea US$223,394, and Andrew Hall –
US$16,891). As at 30 April 2023 a total of US$1,052,484 was owed to
the Directors (Brain Moritz - US$116,763, Nick Hatch - US$104,666,
Roy Tucker - US$282,318, Nigel Wyatt - US$46,721, Paul Fletcher -
US$245,231, Andrew Prelea - US$106,280, Craig Harvey - US$138,920,
and Andrew Hall - US$11,585).
Future developments
The Company’s plans for future developments are more fully set down
in the Strategic Report, on pages 7 to 19.
Research and development
A drill campaign at the Baita Plai Polymetallic Mine (“BPPM”)
commenced in 2023 has yielded promising results and supported the
August 2024 approval of a five-year extension of the Head Licence
held by Baita SA and under which Vast Baita Plai SA (“VBPSA”) has
the rights to mine polymetallics at BPPM. The Company is to
continue the drilling campaign at BPPM with the objective of
establishing an enlarged JORC compliant Mineral Resource
potentially upgrading the existing Mineral Resource with the
inclusion of a JORC compliant Exploration Target of 11.65 to 12.65
million tonnes.
The Company performed extraction techniques on
samples from the Blueberry project that achieved gold recoveries in
excess of 85%, exceeding the anticipated 44% yield submitted to the
Romanian authorities for the approval of the exploitation
licence.
Disabled employees
The Group gives full consideration to applications for employment
from disabled persons where the candidate’s particular aptitudes
and abilities are consistent with adequately meeting the
requirements of the job. Opportunities are available to disabled
employees for training, career development and promotion.
Where existing employees become disabled, it is
the Company’s policy to provide continuing employment wherever
practicable in the same or an alternative position and to provide
appropriate training to achieve this aim.
Streamlined Energy and Carbon Reporting
(SECR) regulations
The Company did not consume more than 40,000kWh of energy in the UK
in the reporting period and is therefore exempt from reporting
under these regulations.
Auditors
All of the current Directors have taken all the steps that they
ought to have taken to make themselves aware of any information
needed by the Group's auditors for the purposes of their audit and
to establish that the auditors are aware of that information. The
Directors are not aware of any relevant audit information of which
the auditors are unaware. Vast’s auditor, Crowe U.K. LLP, was
initially appointed on 25 April 2016 and it is proposed by the
Board that they be reappointed as auditors at the forthcoming
AGM.
Events after the reporting
date
These are more fully disclosed in Note 28.
By order of the
Board
Ben Harber
Secretary
30 October 2024
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 UK-adopted International Accounting Standards 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 2024, which comprise:
- the Group statement of
comprehensive income for the year ended 30 April 2024;
- the Group and Parent Company
statements of changes in equity for the year ended 30 April
2024
- the Group and Parent Company
statements of financial position as at 30 April 2024;
- the Group and Parent Company
statements of cash flows for the year then ended; and
- the notes to the financial
statements, including a summary of material accounting
policies.
The financial reporting framework that has been
applied in the preparation of the financial statements is
applicable law and UK-adopted International Accounting
Standards.
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 2024 and of the Group’s loss for the period then ended;
- have been properly prepared in
accordance with UK-adopted International Accounting Standards;
and
- 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
and the Parent Company 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 as applied to listed
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty related to going
concern
We draw attention to the basis of preparation and going concern
assessment note on page 35 in the financial statements, which
indicates the Group will require funding for general working
capital and to repay the debts owed to Mercuria Energy Trading SA
(Mercuria) and A&T Investments Sarl (“Alpha”). Whilst the Group
continues progress with the realisation of the proceeds associated
with a historic claim, there is ongoing discussion with investor
and debt providers for alternative funding arrangements, but 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 Group’s and Parent Company’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 Parent Company’s ability to continue to adopt the going
concern basis of accounting included the following:
- We obtained managements going
concern assessment, assessed the appropriateness of the approach
and tested the mathematical accuracy of the model;
- We assessed the accuracy of
management’s past forecasting for the previous financial years by
comparing management’s forecasts to actual results for those years
and have considered the impact on the working capital
forecast;
- We assessed and challenged the key
assumptions into the model including metal prices, operating
expenditure and production volumes and agreeing to forecast
data;
- We reviewed management’s assessment
regarding the material uncertainty disclosed in the basis of
preparation and going concern assessment and considered the impact
the quantum and timing of these cashflow, together with actions in
the events that key financing events are delayed or do not
occur;
- We assessed the position of the
voluntary reorganisation procedures in place over the Romanian
subsidiaries;
- We discussed with management the
quantum and timing of the future fund raises, we also obtained
appropriate supporting evidence regarding progress of fundraising
activities or arrangements; and
- We assessed the adequacy of the
disclosures made in the financial statements.
Our responsibilities and the responsibilities of
the directors with respect to going concern are described in the
relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we
determined overall materiality for the Group financial statements
as a whole to be $238,000 (2023: $220,000), based on approximately
1% of the Group’s assets. Materiality for the Parent Company
financial statements as a whole was set at $125,000 (2023:
$130,000), based on approximately 3% (2023: 5%) of the Company’s
normalised loss before tax.
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. This is set at $166,000 (2023: $154,000) for
the Group and $87,500 (2023: $91,000) for the Parent Company.
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 and Compliance
Committee to report to it all identified errors in excess of $7,000
(2023: $6,600). 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 component
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 2024 the group had property, plant and equipment of
$17.3million (2023: $17.8million). The group incurred a loss from
operations of $14.7 million (2023: $10.5 million) and therefore
there could be evidence that these assets are impaired, as detailed
in note 10 to the financial statements As noted, there is a further
risk that failure to obtain sufficient funding to support
operations in Romania, or if there is a negative outcome in the
voluntary reorganisation procedures, this could result in a
significant impairment to the carrying value of these assets.
|
We obtained management’s impairment assessment of assets, assessed
the existence and the design effectiveness of control of the
approval of the capitalised expenditure and management’s
assessment, and reviewed the impairment model and discussed the key
inputs into the model with management. We performed audit
procedures, including applying challenge regarding the
reasonableness on the inputs into the model as follows:
- the forecast cash flows within the
assessment period;
- the expected margin and prevailing
commodity prices:
- the discount rate applied to the
forecast; and
- benchmarked the underlying key
input assumption to the market information.
We tested the accuracy of management’s forecasting through a
comparison of budget to actual data and historical variance trends
to ensure the forecast consistently applied in the going concern
assessment.
We considered and assessed the managements’ sensitivity analysis
whether a reasonably possible change to a key input would result in
an impairment charge. We also considered the disclosure made in the
financial statements relating to impairments are appropriate,
particularly in respect of the wider business plan, the level of
required funding to realise the value of the property, plant and
equipment and the matters relating to the voluntary
reorganisations. |
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 2024 was $23.3million
(2023: $23.3million) as well as intercompany receivables of
$38.1million (2023: $33.9million). 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, or a negative
outcome in the voluntary reorganisation procedures, would likely
result in an impairment to the carrying value of the investments in
loans to subsidiaries. |
We obtained and assessed the existence and the design effectiveness
of control of the management’s assessment of the impairment of
investment in subsidiaries and the intercompany receivables. We
considered the following matters:
- Management’s assessment as to
whether any indication of impairment existed. This includes
considering the existence of any indication of discontinued
activities, management’s future plans for the business, and the
market capitalisation of the Group.
- We reviewed management’s impairment
model and discussed the key inputs into the model with management.
This includes applying challenge regarding the reasonableness on
the key inputs assumption 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
- We assessed the adequacy of the
associated disclosure in the financial statements.
|
Our audit procedures in relation to these
matters were designed in the context of our audit opinion as a
whole. They were not designed to enable us to express an opinion on
these matters individually and we express no such opinion.
Other information
The directors are responsible for the other information contained
within the annual report. The other information comprises the
information included in the annual report, other than the financial
statements and our auditor’s report thereon. Our opinion on the
financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this
regard.
Opinion on other matter prescribed by
the Companies Act 2006
In our opinion based on the work undertaken in the course of our
audit
- the information given in the
strategic report and the directors' report for the financial year
for which the financial statements are prepared is consistent with
the financial statements; and
- the strategic report and the
directors’ report have been prepared in accordance with applicable
legal requirements.
Matters on which we are required to
report by exception
In light of the knowledge and understanding of the group and the
parent company and their environment obtained in the course of the
audit, we have not identified material misstatements in the
strategic report or the directors’ report.
We have nothing to report in respect of the following matters where
the Companies Act 2006 requires us to report to you if, in our
opinion:
- adequate accounting records have
not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us;
or
- the parent company financial
statements are not in agreement with the accounting records and
returns; or
- certain disclosures of directors'
remuneration specified by law are not made; or
- we have not received all the
information and explanations we require for our audit.
Responsibilities of the directors for
the financial statements
As explained more fully in the directors’ responsibilities
statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the
directors are responsible for assessing the Group’s and Parent
Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the Group or the Parent Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances
of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We obtained an understanding of the legal and
regulatory frameworks within which the Group operates, focusing on
those laws and regulations that have a direct effect on the
determination of material amounts and disclosures in the financial
statements. The laws and regulations we considered in this context
were relevant company law and taxation legislation in the UK and
Romania being the principal jurisdictions in which the Group
operates.
We identified the greatest risk of material
impact on the financial statements from irregularities, including
fraud, to be the override of controls by management. Our audit
procedures to respond to these risks included enquiries of
management about their own identification and assessment of the
risks of irregularities, sample testing on the posting of journals
and reviewing accounting estimates for biases in particular where
significant judgements are involved (see Key Audit Matters
above).
Owing to the inherent limitations of an audit,
there is an unavoidable risk that some material misstatements of
the financial statements may not be detected, even though the audit
is properly planned and performed in accordance with the ISAs
(UK).
The potential effects of inherent limitations
are particularly significant in the case of misstatement resulting
from fraud because fraud may involve sophisticated and carefully
organised schemes designed to conceal it, including deliberate
failure to record transactions, collusion or intentional
misrepresentations being made to us.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Use of our report
This report is made solely to the company's members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
John Glasby (Senior Statutory Auditor)
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
30 October 2024
Group statement of comprehensive
income
for the year ended 30 April 2024
|
|
|
30 Apr 2024 |
30 Apr 2023 |
| |
|
12 Months |
12 Months |
| |
|
Group |
Group |
| |
Note |
$’000 |
$’000 |
| Revenue |
|
2,026 |
3,720 |
| Cost of
sales |
|
(7,575) |
(8,402) |
| Gross loss |
|
(5,549) |
(4,682) |
| Overhead
expenses |
|
(6,454) |
(3,454) |
| Depreciation of
property, plant and equipment |
2 |
(633) |
(706) |
| Share option
and warrant expense |
2, 23 |
(329) |
(274) |
| Exchange gain /
(loss) |
2 |
(1,329) |
1,411 |
| Other
administrative and overhead expenses |
|
(4,163) |
(3,885) |
| |
|
|
|
| Fair value
movement in available for sale investments |
|
- |
- |
| Loss
from operations |
|
(12,003) |
(8,136) |
| Finance
income |
4 |
1 |
- |
| Finance
expense |
4 |
(2,650) |
(2,370) |
| Loss
before taxation from continuing operations |
|
(14,652) |
(10,506) |
| Taxation
charge |
5 |
- |
- |
| Total
(loss) taxation for the period |
|
(14,652) |
(10,506) |
| Other
comprehensive income |
|
|
|
| Items that may
be subsequently reclassified to profit or loss |
|
|
|
| Exchange gain
/(loss) on translation of foreign operations |
|
1,055 |
(1,197) |
| Total
comprehensive expense for the period |
|
(13,597) |
(11,703) |
|
|
|
|
|
| (Loss)
per share - basic and diluted - amount in cents ($) |
8 |
(2.15) |
(3.38) |
The accompanying accounting policies and notes
on pages 35 to 66 form an integral part of these financial
statements.
Group statement of changes in
equity
for the year ended 30 April 2024
| |
Share capital |
Share premium |
Share option reserve |
Foreign currency translation reserve |
Retained deficit |
Total |
|
|
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
| At 30
April 2022 |
41,458 |
94,707 |
2,574 |
(376) |
(136,234) |
2,129 |
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
- |
- |
- |
(1,197) |
(10,506) |
(11,703) |
|
Share option and warrant charges |
- |
- |
274 |
- |
- |
274 |
|
Share options and warrants lapsed |
- |
- |
(2,193) |
- |
2,193 |
- |
|
Share warrants issued to lenders |
- |
- |
277 |
- |
- |
277 |
|
Shares issued: |
|
|
|
|
|
|
|
- for cash consideration |
2,285 |
7,531 |
|
- |
- |
9,816 |
|
- to settle liabilities |
630 |
1,120 |
- |
- |
- |
1,750 |
|
|
|
|
|
|
|
|
| At 30
April 2023 |
44,373 |
103,358 |
932 |
(1,573) |
(144,547) |
2,543 |
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
- |
- |
- |
1,055 |
(14,652) |
(13,597) |
|
Share option and warrant charges |
- |
- |
329 |
- |
- |
329 |
|
Share options and warrants lapsed |
- |
- |
(178) |
- |
178 |
- |
|
Shares issued: |
|
|
|
|
|
|
|
- for cash consideration |
3,308 |
1,919 |
|
- |
- |
5,227 |
|
|
|
|
|
|
|
|
| At 30
April 2024 |
47,681 |
105,277 |
1,083 |
(518) |
(159,021) |
(5,498) |
|
|
|
|
|
|
|
|
The accompanying accounting policies and notes
on pages 35 to 66 form an integral part of these financial
statements.
Company statement of changes in
equity
for the year ended 30 April 2024
| |
Share capital |
Share premium |
Share option reserve |
Foreign currency translation reserve |
Retained deficit |
Total |
|
|
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
| At 30
April 2022 |
41,458 |
94,707 |
2,574 |
(4,954) |
(90,260) |
43,525 |
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
- |
- |
- |
- |
(2,689) |
(2,689) |
|
Share option and warrant charges |
- |
- |
274 |
- |
- |
274 |
|
Share options and warrants lapsed |
- |
- |
(2,193) |
- |
2,193 |
- |
|
Share warrants issued to lenders |
- |
- |
277 |
- |
- |
277 |
|
Shares issued: |
|
|
|
|
|
|
|
- for cash consideration |
2,285 |
7,531 |
- |
- |
- |
9,816 |
|
- to settle liabilities |
630 |
1,120 |
- |
- |
- |
1,750 |
|
|
|
|
|
|
|
|
| At 30
April 2023 |
44,373 |
103,358 |
932 |
(4,954) |
(90,756) |
52,953 |
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
- |
- |
- |
- |
(5,596) |
(5,596) |
|
Share option and warrant charges |
- |
- |
329 |
- |
- |
329 |
|
Share options and warrants lapsed |
- |
- |
(178) |
- |
178 |
- |
|
Shares issued: |
|
|
|
|
|
|
|
- for cash consideration |
3,308 |
1,919 |
- |
- |
- |
5,227 |
|
|
|
|
|
|
|
|
| At 30
April 2024 |
47,681 |
105,277 |
1,083 |
(4,954) |
(96,174) |
52,913 |
The accompanying accounting policies and notes
on pages 35 to 66 form an integral part of these financial
statements
Group and Company statements of
financial position
As at 30 April 2024
| |
|
30 Apr 2024 |
30 Apr 2023 |
30 Apr 2024 |
30 Apr 2023 |
| |
|
Group |
Group |
Company |
Company |
| |
|
$’000 |
$’000 |
$’000 |
$’000 |
|
Assets |
Note |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
| Property,
plant and equipment |
10 |
17,274 |
17,840 |
2 |
3 |
| Available for
sale investments |
16 |
891 |
891 |
891 |
891 |
| Investment in
subsidiaries |
11 |
- |
- |
23,302 |
23,302 |
|
Investment in associates |
12 |
417 |
417 |
417 |
417 |
| Loans to group
companies |
13 |
|
- |
36,581 |
33,920 |
|
|
|
18,582 |
19,148 |
61,193 |
58,533 |
|
Current assets |
|
|
|
|
|
| Inventory |
14 |
823 |
973 |
- |
- |
|
Receivables |
15 |
2,426 |
2,936 |
634 |
1,024 |
| Cash and cash
equivalents |
|
25 |
530 |
21 |
460 |
| Total
current assets |
|
3,274 |
4,439 |
655 |
1,484 |
| Total
Assets |
|
21,856 |
23,587 |
61,848 |
60,017 |
| |
|
|
|
|
|
| Equity
and Liabilities |
|
|
|
|
|
| Capital and
reserves attributable to equity holders of the Parent |
|
|
|
|
|
| Share
capital |
22 |
47,681 |
44,373 |
47,681 |
44,373 |
| Share
premium |
22 |
105,277 |
103,358 |
105,277 |
103,358 |
| Share option
reserve |
|
1,083 |
932 |
1,083 |
932 |
| Foreign
currency translation reserve |
|
(518) |
(1,573) |
(4,954) |
(4,954) |
| Retained
deficit |
|
(159,021) |
(144,547) |
(96,174) |
(90,756) |
| Total
equity |
|
(5,498) |
2,543 |
52,913 |
52,953 |
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Provisions |
19 |
1,151 |
1,165 |
- |
- |
| Trade and
other payables |
20 |
9,951 |
1,933 |
- |
- |
| |
|
11,102 |
3,098 |
- |
- |
|
Current liabilities |
|
|
|
|
|
| Loans and
borrowings |
17 |
10,411 |
9,169 |
6,479 |
5,605 |
| Trade and
other payables |
18 |
5,841 |
8,777 |
2,456 |
1,459 |
| Total
current liabilities |
|
16,252 |
17,946 |
8,935 |
7,064 |
| Total
liabilities |
|
27,354 |
21,044 |
8,935 |
7,064 |
| Total
Equity and Liabilities |
|
21,856 |
23,587 |
61,848 |
60,017 |
The accompanying accounting policies and notes
on pages 35 to 66 form an integral part of these financial
statements. The parent Company reported a loss after taxation for
the year of US$ 5.596 million (2023: US$ 2.689 million loss). The
financial statements on pages 30 to 66 were approved and authorised
for issue by the Board of Directors on 30 October 2024 and were
signed on its behalf by:
|
Paul Fletcher |
Director |
|
Registered Number |
5414325 |
30 October 2024
Group and Company statements of cash
flow
for the year ended 30 April 2024
| |
30 Apr 2024 |
30 Apr 2023 |
30 Apr 2024 |
30 Apr 2023 |
| |
Group |
Group |
Company |
Company |
| |
$’000 |
$’000 |
$’000 |
$’000 |
| CASH
FLOW FROM OPERATING ACTIVITIES |
|
|
|
|
| Profit
(loss) before taxation for the period |
(14,652) |
(10,506) |
(5,596) |
(2,689) |
|
Adjustments for: |
|
|
|
|
|
Depreciation |
633 |
706 |
- |
- |
|
Profit on sale of property, plant and equipment |
(1) |
- |
- |
- |
|
Impairment of intercompany loans |
- |
- |
1,470 |
|
|
Share option expense |
329 |
274 |
329 |
274 |
|
Finance expense (net) |
2,649 |
2,370 |
2,187 |
1,597 |
|
Unrealised foreign currency exchange loss / (gain) |
1,485 |
(1,661) |
- |
- |
| |
(9,557) |
(8,817) |
(1,610) |
(818) |
|
Changes in working capital: |
|
|
|
|
|
Decrease (increase) in receivables |
510 |
(101) |
390 |
(376) |
|
Decrease (increase) in inventories |
150 |
(134) |
- |
- |
|
Increase (decrease) in payables |
4,926 |
2,656 |
1,000 |
(465) |
| |
5,586 |
2,421 |
1,390 |
(841) |
| |
|
|
|
|
| Taxation
paid |
- |
- |
- |
- |
| |
|
|
|
|
| Cash
used in operations |
(3,971) |
(6,396) |
(220) |
(1,659) |
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
Payments to acquire property, plant and equipment |
(497) |
(1,896) |
(1) |
- |
|
Proceeds on disposal of property, plant and equipment |
2 |
25 |
- |
- |
|
(Increase) decrease in loans to group companies |
- |
- |
(4,131) |
(8,518) |
|
|
|
|
|
|
| Total
cash used in investing activities |
(495) |
(1,871) |
(4,132) |
(8,518) |
|
|
|
|
|
|
|
Financing Activities: |
|
|
|
|
|
Proceeds from the issue of ordinary shares |
5,227 |
9,816 |
5,226 |
9,816 |
|
Proceeds from loans and borrowings granted |
- |
4,500 |
- |
4,500 |
|
Repayment of loans and borrowings |
(1,266) |
(5,622) |
(1,313) |
(3,765) |
| Total
proceeds from financing activities |
3,961 |
8,694 |
3,913 |
10,551 |
|
|
|
|
|
|
|
(Decrease)/increase in cash and cash
equivalents |
(505) |
427 |
(439) |
374 |
| Cash
and cash equivalents at beginning of period |
530 |
103 |
460 |
86 |
| Cash
and cash equivalents at end of period |
25 |
530 |
21 |
460 |
The accompanying notes and accounting policies
on pages 35 to 66 form an integral part of these financial
statements.
Statement of accounting
policies
for the year ended 30 April 2024
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 and has interests in two mineral mining projects in
Central Asia. The Company’s ordinary shares are listed on the AIM
market of the London Stock Exchange.
Vast Resources plc was incorporated as a public
limited company under UK Company Law with registered number
05414325. It is domiciled in England and Wales with its registered
office at 60 Gracechurch Street, London EC3V 0HR.
Basis of preparation and going concern
assessment
The material 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 UK-adopted International
Accounting Standards and 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 made a loss for the year of $14.65
million (2023: $10.51 million). The Group recorded net cash used in
operating activities of $3.97 million (2023: $6.40 million). At the
reporting date the group held cash and cash equivalents of $0.03
million (2023: $0.53 million) and had net current liabilities of
$12.98 million (2023: $13.51 million). Subsequent to the year end,
the Company raised $2.54 million from the placing of new shares for
mine operations, capital expenditure and general working
capital.
Over the next 12 months from the date of the
approval of these financial statements, the Group will require
funding in order to repay the Mercuria and Alpha debt facilities,
and to meet its ongoing working capital needs. The original
maturity date for these debt facilities was 15 May 2023 and this
has been extended on several occasions. Subsequent to the year end,
these loans became due and the Company received notice from Alpha
that it would commence enforcement procedures of the security given
to it by a third party, who is a shareholder of the Company. The
Company has been given confirmation by the third party that it is
not his intention to take action against the Company should Alpha
commence enforcement action against him. No enforcement proceedings
have been initiated to date and the Company continues to discuss
arrangements with both Alpha and Mercuria and plans to repay the
debts from the proceeds of the historic claim and/or from
refinancing. Significant progress has been made regarding the
settlement of the historic claim following the approval of a
settlement agreement by the Attorney General’s office and its
recommendation to the relevant government body to sign. The Company
has also received assurances from its previously announced
refinancier of its commitment to provide restructuring finance.
However, in view of the historical delays in executing these
sources of liquidity, the Group has commenced discussions with
several strategic investors to invest at the project level in both
the Manaila Polymetallic Mine (“MPM”) and the Baita Plai
Polymetalic Mine (“BPPM”), and has also initiated other alternative
measures. The expectation is that these measures will allow the
Group to repay debt and will also provide the necessary funding to
restart MPM and fund the increase in capacity at BPPM.
The Company has also implemented a number of
measures to improve the short-term operational and financial
position of the Group. In June 2024, the Company decided to enter
Vast Baita Plai SA (“VBPSA”), the operator of BPPM, into a period
of voluntary reorganisation to be effected by a Court judged
process under the Insolvency Act in Romania. This has allowed the
operation to significantly reduce both the labour force and
operational costs and to improve working practices with the
objective conserving the Group’s cash resources, improve project
outcomes, and provide a stable platform for phased growth. The
voluntary reorganisation process is ongoing with a Court date set
for 14 November 2024, at which the Company’s Judicial Administrator
will present the rejected creditors and argue the merits for
rejecting any creditors from the initial creditors table, as well
as presenting the progress made since entering reorganisation, and
present the initial step plan for the reorganisation to be approved
by the creditors in due course, of which Vast Resources PLC will be
the majority voting creditor. In September 2024, the Group has also
executed agreements with an ecological project to process and
market products from a rock and tailing dumps at the former Hanes
gold mine in Romania. This is expected to bring near-term liquidity
and to be a future source of earnings for the Group. The Company’s
expectation is the combination of these measures together with the
initiatives described earlier, will provide the necessary funding
for settling the outstanding debt of the Group and to satisfy the
working capital needs of the Group.
Having regard to the risks outlined in the
Strategic Report regarding the voluntary reorganisations of the
Group’s Romanian subsidiaries, and that there is neither a legally
binding extension of the Mercuria and Alpha nor alternative legally
binding funding or investing arrangements at the date of this
report, these conditions indicate the existence of a 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
and effective for the first time this financial year. The Directors
do not anticipate that the adoption of these standards and
interpretations, or any of the amendments made to existing
standards as a result of the annual improvements cycle, will have a
material effect on the financial statements in the year of initial
application.
Areas of estimates and
judgement
The preparation of the Group financial
statements in conformity with UK adopted International Accounting
Standards (UK IAS) 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:
Accounting estimates
a) Impairment of
mining assets
The Group reviews, on an annual basis, whether deferred exploration
costs, acquired either as intangible assets, as property, plant and
equipment, or as mining options or licence acquisition costs, have
suffered any impairment. The recoverable amounts are determined
based on an assessment of the economically recoverable mineral
reserves, the ability of the Group to obtain the necessary
financing to complete the development of the reserves and future
profitable production or proceeds from the disposition of
recoverable reserves.
The Group uses discounted cash flow techniques
(“DCF”) and, as relevant industry benchmarks, to assess whether any
impairment is necessary. Revenue projections used in DCF are based
on production plans associated with the Company’s estimate of
economically recoverable mineral reserves and are modelled using
prevailing commodity market prices with an appropriate down stress
applied. Production cost inputs used in DCF are referenced to
observable inputs in accordance with the production plan and are
applied conservatively. The Group applies a pre-tax discount rate
of 15% in its DCF modelling, reflecting its assessment of the
market cost of capital for such assets under the Capital Asset
Pricing Model (“CAPM”). The results of these assessments indicate
that the fair value of the Group’s mining assets is more than their
carry value. There have been no fundamental changes in the quality
and condition of these assets versus the previous year. The Group
also sensitised a reasonable possible movement in key assumptions
such as a reduction of forecast commodity prices by up to 15% and a
higher discount rate up to 20%. Under these scenarios, there are no
impairment indictors identified.
The mining assets are disclosed in note 10 to
the financial statements.
b) Provisions
The Group is required to estimate the cost of its obligations to
realise and rehabilitate its mining properties.
The estimation of the cost of complying with the
Group’s obligations at future dates and in economically
unpredictable regions, and the application of appropriate discount
rates thereto, gives rise to significant estimation
uncertainties.
Accounting judgements
c) Going concern and
the Company’s Inter-company loan recoverability
The Company follows the guidance of IAS 36 in determining whether
its inter-company are impaired.
The recoverability of inter-company loans
advanced by the Company to subsidiaries depends also on the
subsidiaries realising their cash flow projections, which is linked
to the future cashflows expected to be generated from certain
underlying assets of the Company’s subsidiaries which are
predominantly the mining assets within the property, plant and
equipment assets. The going concern considerations are highlighted
above. The results of these assessments indicate that the
recoverable amount of these mining assets are more than the
carrying value of the Company’s loans to its subsidiaries, other
than amount of US$ 1.470 million in respect of the Company’s
intercompany loan to its Zimbabwe subsidiary for which an
impairment reserve has been recorded.
d) Reorganisation of
Romanian operations
On 10 June 2024, the Company announced that Vast Baita Plai SA, the
Company’s wholly owned Romanian subsidiary that holds the Baita
Plai association licence, had entered into a voluntary
reorganisation to be effected by a Court judged process under the
Insolvency Act in Romania. Although the reorganisation is under a
judicial court process, it is of a voluntary nature under which
administrators are appointed by the Company, and a voluntary
reorganisation plan to be approved in due course by the creditors,
of which Vast Resources PLC will be the majority voting creditor.
Vast Baita Plai SA, and with it the Baita Plai mine, continue to be
controlled by and operated by the Company through Andrew Prelea as
Special Administrator, appointed under that judicial process. This
reorganisation has made it possible to reduce the labour force, to
redraw labour contracts and work practices, and at the same time
obtain up to four years repayment terms for its accrued debts and
eliminate nuisance claims. The process is ongoing with a Court date
set for 14 November 2024, at which the Company’s Judicial
Administrator will present the rejected creditors and argue the
merits for rejecting any creditors from the initial creditors
table, as well as presenting the progress made since entering
reorganisation, and present the initial step plan for the
reorganisation. The going concern considerations are highlighted
above.
Sinarom Mining Group Srl, the Company’s wholly
owned Romanian subsidiary holding the Manaila licence recently
completed a similar voluntary reorganisation plan which was
approved by the Romanian courts and under which the Romanian
subsidiaries and their respective operations continue to be
controlled by the Company. The Company follows the guidance of IFRS
10 Consolidated Financial Statements in determining control over
its subsidiaries.
e) VAT
recoverable
In countries where the Group has productive mining operations
carried out by its subsidiaries those subsidiaries are registered
for Value Added Tax (VAT) with their respective local taxation
authorities and, as their outputs are predominantly zero-rated for
VAT, receive net refunds of VAT in respect of input tax borne on
their inputs. This amount is carried as a receivable until refunded
by the State.
The amount carried as a receivable is determined
in accordance with the returns submitted to the taxation
authorities. However, in some cases the validity of amounts claimed
can be disputed by the tax authorities (see note 15).
Basis of consolidation
Where the Company has control over an investee,
it is classified as a subsidiary. The Company controls an investee
if all three of the following elements are present: power over the
investee, exposure to variable returns from the investee, and the
ability of the investor to use its power to affect those variable
returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of
control.
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.
Financial
instruments
The Group’s principal financial assets are cash
and cash equivalents and receivables. The Group also holds a
long-term investment available for sale. The Group’s principal
financial liabilities are trade and other payables, and loans and
borrowings.
The Group's accounting policy for each category
of financial asset is as follows:
Financial assets held at amortised
cost
Trade receivables and other receivables are classified as financial
assets held at amortised cost as they are held within a business
model whose objective is to collect contractual cashflows which are
solely payments of principal and interest. They are initially
recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently
carried at amortised cost using the effective interest rate method,
less provision for impairment.
Impairment provisions are recognised under the expected loss model
with changes in the provision being recorded in the statement of
comprehensive income. For receivables, which are reported net, such
provisions are recorded in a separate allowance account with the
loss being recognised within administrative expenses in the
statement of comprehensive income. On confirmation that the
receivable will not be collectable, the gross carrying value of the
asset is written off against the associated provision.
Financial assets held at fair value
Financial assets held for trading are measured at fair value
through the profit and loss account as their value will be
recovered through sale.
Cash and cash equivalents
These amounts comprise cash on hand and balances with banks. Cash
equivalents are short term, highly liquid accounts that are readily
converted to known amounts of cash. They include short-term bank
deposits with maturities of three months or less.
Financial liabilities
The Group’s financial liabilities consist of trade and other
payables (including short terms loans) and long term secured
borrowings. These are initially recognised at fair value and
subsequently carried at amortised cost, using the effective
interest method. Where any liability carries a right to
convertibility into shares in the Group and the Group has an
unconditional right to avoid delivering cash, the fair value of the
equity and liability portions of the liability is determined at the
date that the convertible instrument is issued, by use of
appropriate discount factors.
Foreign currency
The functional currency of the Company and all
of its subsidiaries outside Romania is the United States Dollar,
while the functional currency of the Company’s Romanian
subsidiaries is the Romanian Lei (RON). These are the currencies of
the primary economic environment in which the Company and its
subsidiaries operate.
Transactions entered into by the Group entities
in a currency other than the currency of the primary economic
environment in which it operates (the “functional currency”) are
recorded at the rates ruling when the transactions occur. Foreign
currency monetary assets and liabilities are translated at the
rates ruling at the date of the statement of financial position.
Exchange differences arising on the retranslation of unsettled
monetary assets and liabilities are similarly recognised
immediately in profit or loss.
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
2024 $1.2495:
£1 and $1:
RON 4.6361 and $1:
ZiG 13.43
- 30 April
2023 $1.2568:
£1 and $1:
RON 4.4915 and $1:
ZWL 1,047.44
- 30 April
2022 $1.2572:
£1 and $1:
RON 4.6774 and $1: ZWL 159.35
On 5 April 2024 the Zimbabwe Dollar (ZWL) was
replaced with the ZiG which is backed by foreign currencies and
precious metals. The devaluation of the ZWL has had an immaterial
impact on the balance sheet and profit and loss for the year ended
30 April 2024 and for the ongoing financial position of our
operations in Zimbabwe.
Intangible assets - Mining
rights
Mineral rights are recorded at cost less
amortisation and provision for diminution in value.
Amortisation will be over the estimated life of
the commercial ore reserves on a unit of production basis.
Licences for the exploration of natural
resources will be amortised over the lower of the life of the
licence and the estimated life of the commercial ore reserves on a
unit of production basis.
Inventories
Inventories are initially recognised at cost,
and subsequently at the lower of cost and net realisable value.
Cost comprises all costs of purchase, costs of conversion and other
costs incurred in bringing the inventories to their present
location and condition. Weighted average cost is used to determine
the cost of ordinarily inter-changeable items.
Mining inventory includes run of mine
stockpiles, minerals in circuit, finished goods and consumables.
Stockpiles, minerals in circuit and finished goods are valued at
their cost of production to their point in process using a weighted
average cost of production, or net realisable value, whichever is
the lower. Low grade stockpiles are only recognised as an asset
when there is evidence to support the fact that some economic
benefit will flow to the Company on the sale of such inventory.
Consumables are valued at their cost of acquisition, or net
realisable value, whichever is the lower.
Investment in subsidiaries and
associates
The Company’s investment in its subsidiaries and
associates is recorded at cost less any impairment.
Associates
Where the Group has the power to participate in
(but not control) the financial and operating policy decisions of
another entity, it is classified as an associate. Associates are
initially recognised in the consolidated statement of financial
position at cost. Subsequently associates are accounted for using
the equity method, where the Group's share of post-acquisition
profits and losses and other comprehensive income is recognised in
the consolidated statement of profit and loss and other
comprehensive income (except for losses in excess of the Group's
investment in the associate unless there is an obligation to make
good those losses).
Profits and losses arising on transactions
between the Group and its associates are recognised only to the
extent of unrelated investors' interests in the associate. The
investor's share in the associate's profits and losses resulting
from these transactions is eliminated against the carrying value of
the associate. Any premium paid for an associate above the fair
value of the Group's share of the identifiable assets, liabilities
and contingent liabilities acquired is recognised as goodwill and
included in the carrying amount of the associate. Where there is
objective evidence that the investment in an associate has been
impaired the carrying amount of the investment is tested for
impairment in the same way as other non-financial assets.
Revenue
Revenue from the sales of goods is recognised when the Group has
performed its contractual obligations and it is probable that the
Group will receive the previously agreed upon payment. These
criteria are considered to be met when the goods are loaded at the
plant and consigned to the buyer. Revenue for services is
recognised as those services are performed under contractual
obligations with the customer.
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. The sale of concentrate, along with the associated
costs, is recognised at the point of time that the goods are
delivered to the customer.
Provided the amount of revenue can be measured
reliably and it is probable that the Group will receive any
consideration, revenue for services is recognised in the period in
which they are rendered.
Pension costs
Contributions to defined contribution pension schemes are charged
to profit or loss in the year to which they relate.
Cost of sales
Cost of sales include all direct costs of
production but exclude depreciation of property plant and equipment
involved in the mining process, and mine and Company overhead.
Property, plant, and
equipment
Land is not depreciated. Items of property,
plant and equipment are initially recognised at cost and are
subsequently carried at depreciated cost. As well as the purchase
price, cost includes directly attributable costs and the estimated
present value of any future costs of dismantling and removing
items. The corresponding liability is recognised within
provisions.
Depreciation is provided on all other items of
property and equipment so as to write off the carrying value of
items over their expected useful economic lives. It is applied at
the following rates:
|
Buildings |
2.5% per annum, straight line |
|
Plant and machinery |
15% per annum, reducing balance |
|
Fixtures, fittings & equipment |
20% per annum, reducing balance |
|
Computer assets |
33.33% per annum, straight line |
|
Motor vehicles |
15% per annum, reducing balance
|
Capital works in progress: Property, plant and
equipment under construction are carried at its accumulated cost of
construction and not depreciated until such time as construction is
completed or the asset put into use, whichever is the earlier.
Proved mining properties
Depletion and amortisation of the full-cost
pools is computed using the units-of-production method based on
proved reserves as determined annually by management.
Provision for rehabilitation of mining
assets
Provision for the rehabilitation of a mining
property on the cessation of mining is recognised from the
commencement of mining activities. This provision accounts for the
full cost to rehabilitate the mine according to good practice
guidelines in the country where the mine is located, which may
involve more than the stipulated minimum legal commitment.
When accounting for the provision the Company
recognises a provision for the full cost to rehabilitate the mine
and a matching asset accounted for within the non-current mining
asset. The rehabilitation provision is discounted using an
appropriate discount rate, which is linked to the currency in which
the costs are expected to be incurred, and the applicable inflation
rate applied to the cash flows. The unwinding of the discounting
effect is recognised within finance expenses in the income
statement.
Share based payments
Equity-settled share-based payments
Where share options are awarded to employees, the fair value of the
options at the date of grant is charged to profit or loss over the
vesting period. Non-market vesting conditions are taken into
account by adjusting the number of equity instruments expected to
vest at each reporting date so that, ultimately, the cumulative
amount recognised over the vesting period is based on the number of
options that eventually vest.
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.
Remuneration shares
Where remuneration shares are issued to settle liabilities to
employees and consultants, any difference between the fair value of
the shares on the date of issue and the carrying amount of the
liability is charged to profit or loss.
Stripping costs
Costs incurred in stripping the overburden to
gain access to mineral ore deposits are accounted for as
follows:
Stripping costs incurred during the development
phase of the mine (before production begins) are capitalised as
part of the depreciable cost of building, developing and
constructing the mine. Capitalised costs are amortised using the
units of production method, once production begins.
Stripping costs incurred during the production
phase of the mine which give rise to the production of usable
inventory are accounted for in accordance with the principles
contained in the Group’s policy on
Inventories. Stripping costs incurred in the production
phase of the mine which result in improved access to ore are
capitalized and recognized as additions to non-current assets
provided that it is probable that the future economic benefit from
improved access to the ore body associated with the stripping
activity will flow to the Company, that it is possible to identify
the component of the ore body to which access has been improved and
that the costs relating to the stripping activity associated with
that component of the ore body can be measured reliably.
Tax
The major components of income tax on the profit
or loss include current and deferred tax.
Current tax
Current tax is based on the profit or loss adjusted for items that
are non-assessable or disallowed and is calculated using tax rates
that have been enacted or substantively enacted by the reporting
date.
Tax is charged or credited to the statement of
comprehensive income, except when the tax relates to items credited
or charged directly to equity, in which case the tax is also dealt
with in equity.
Deferred tax
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability in the statement of
financial position differs to its tax base, except for differences
arising on:
- The initial recognition of
goodwill;
- The initial recognition of an asset
or liability in a transaction which is not a business combination,
at the time of the transaction affects neither accounting or
taxable profit and at the time of the transaction does not give
rise to equal taxable and deductible temporary differences;
and
- Investments in subsidiaries and
jointly controlled entities where the Group is able to control the
timing of the reversal of the difference and it is probable that
the differences will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted
to those instances where it is probable that taxable profit will be
available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates
that have been enacted or substantively enacted by the reporting
date and are expected to apply when deferred tax
liabilities/(assets) are settled/(recovered). Deferred tax balances
are not discounted.
New IFRS accounting
standards
A number of new standards and amendments to
standards and interpretations have been issued but are not yet
effective.
At the date of authorisation of these financial
statements, the Directors have reviewed the standards in issue by
the UK Endorsement Board (“UKEB”), which are effective for annual
accounting periods ending on or after the stated effective date. In
their view, none of these standards would have a material impact on
the consolidated financial statements.
Notes to financial
statements
for the year ended 30 April 2024
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 and Central Asia (primarily Romania and Tajikistan
focusing on polymetallic opportunities). The group combines its
Tajikistan and Romanian operations into one geographical segment,
Europe and Central Asia, as these operations are managed together
as a single geography utilising common resources and leveraging
commercial and strategic synergies.
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.
Revenue comprises of the sale of concentrates of
$1.913million (2023: $2.66million) and services rendered of
$0.113million (2023: $1.06million). The Group derives revenue from
two customers (2023: two), with one exceeding 10% of total
revenues.
|
|
Mining, exploration, and development |
Admin and corporate |
Total |
| |
Europe & Central Asia |
Africa |
|
|
| |
$’000 |
$’000 |
$’000 |
$’000 |
| Year to
30 April 2024 |
|
|
|
|
| Revenue |
2,026 |
- |
- |
2,026 |
| Production
costs |
(7,575) |
- |
- |
(7,575) |
| Gross profit
(loss) |
(5,549) |
- |
- |
(5,549) |
|
Depreciation |
(633) |
- |
- |
(633) |
| |
|
|
|
|
| Share option
and warrant expense |
- |
- |
(329) |
(329) |
| |
|
|
|
|
| Exchange (loss)
gain |
(1,231) |
- |
(98) |
(1,329) |
| Other
administrative and overhead expenses |
(2,549) |
- |
(1,614) |
(4,163) |
| Finance
income |
1 |
- |
- |
1 |
| Finance
expense |
(463) |
- |
(2,187) |
(2,650) |
| Taxation
(charge) |
- |
- |
- |
- |
| Profit (loss)
for the year |
(10,424) |
- |
(4,228) |
(14,652) |
| |
|
|
|
|
| 30
April 2024 |
|
|
|
|
| Total
assets |
21,109 |
- |
747 |
21,856 |
| Total
non-current assets |
18,213 |
- |
369 |
18,582 |
| Additions to
non-current assets |
460 |
- |
37 |
497 |
| Total current
assets |
2,896 |
- |
378 |
3,274 |
| Total
liabilities |
18,332 |
- |
9,022 |
27,354 |
| |
Mining, exploration, and development |
Admin and corporate |
Total |
| |
Europe & Central Asia |
Africa |
|
|
| |
$’000 |
$’000 |
$’000 |
$’000 |
| Year
to 30 April 2023 |
|
|
|
|
| Revenue |
3,720 |
- |
- |
3,720 |
| Production
costs |
(8,402) |
- |
- |
(8,402) |
| Gross profit
(loss) |
(4,682) |
- |
- |
(4,682) |
|
Depreciation |
(704) |
- |
(2) |
(706) |
| |
|
|
|
|
| Share option
and warrant expense |
- |
- |
(274) |
(274) |
| |
|
|
|
|
| Exchange
(loss) gain |
1,098 |
- |
313 |
1,411 |
| Other
administrative and overhead expenses |
(2,170) |
- |
(1,715) |
(3,885) |
| Finance
income |
- |
- |
- |
- |
| Finance
expense |
(775) |
- |
(1,595) |
(2,370) |
| Taxation
(charge) |
- |
- |
- |
- |
| Profit (loss)
for the year |
(7,233) |
- |
(3,273) |
(10,506) |
| |
|
|
|
|
| 30
April 2023 |
|
|
|
|
| Total
assets |
22,290 |
- |
1,297 |
23,587 |
| Total
non-current assets |
17,916 |
- |
1,232 |
19,148 |
| Additions to
non-current assets |
1,595 |
- |
301 |
1,896 |
| Total current
assets |
4,374 |
- |
65 |
4,439 |
| Total
liabilities |
13,937 |
- |
7,107 |
21,044 |
2 Group loss from
operations
|
|
2024 |
2023 |
| |
Group |
Group |
| |
$’000 |
$’000 |
| Operating loss
is stated after charging/ (crediting): |
|
|
| Auditors'
remuneration (note 3) |
85 |
67 |
|
Depreciation |
633 |
706 |
| Employee
pension costs |
380 |
353 |
| Share option
expense |
329 |
274 |
| Foreign
exchange (gain) / loss |
1,329 |
(1,411) |
| Loss (gain) on
disposal of property, plant and equipment |
(1) |
- |
3 Auditor’s
remuneration
|
|
2024 |
2023 |
| |
Group |
Group |
| |
$’000 |
$’000 |
| Fees payable
to the Company's auditor for the audit of the Company and
consolidated financial statement |
85 |
67 |
| |
85 |
67 |
4 Finance income
and expense
|
Finance income |
2024 |
2023 |
| |
Group |
Group |
| |
$’000 |
$’000 |
|
|
|
|
| Interest
received on bank deposits |
1 |
- |
| |
1 |
- |
| |
|
|
| |
|
|
|
Finance expense |
2024 |
2023 |
| |
Group |
Group |
| |
$’000 |
$’000 |
|
|
|
|
| Finance
expense on secured borrowings |
2,433 |
1,572 |
| Finance
expense on unsecured borrowings |
75 |
430 |
| Finance
charges on long term taxes payable |
142 |
368 |
| |
2,650 |
2,370 |
5 Taxation
| |
2024 |
2023 |
| |
Group |
Group |
| |
$’000 |
$’000 |
| Income tax on
profits |
- |
- |
| Deferred tax
charge |
- |
- |
| |
|
|
| Tax charge
(credit) |
- |
- |
| |
|
|
| |
|
|
| |
2024 |
2023 |
| |
Group |
Group |
| |
$’000 |
$’000 |
| The tax
assessed for the year is lower than the standard rate of
corporation tax in the UK. The differences are explained as
follows: |
|
|
| Loss before
taxation |
(14,652) |
(10,506) |
| Loss before
taxation at the standard rate of corporation tax in the UK of 19%
(2023: 19%) |
2,784 |
1,996 |
| |
|
|
| Difference in
tax rates in foreign jurisdictions |
(313) |
(240) |
| Expenses not
allowed for tax |
124 |
53 |
| Short term
timing differences |
22 |
7 |
| Loss carried
forward |
(2,326) |
(1,696) |
| Income tax
charge on profits |
- |
- |
There was no taxation charge during the year
(2023: US$ nil).
Deferred tax assets are only recognised in the
Group where the company concerned has probable future profits
against which the deferred tax asset may be recovered.
| Tax
losses |
2024 |
2023 |
2024 |
2023 |
|
|
Group |
Group |
Company |
Company |
|
|
$’000 |
$’000 |
$’000 |
$’000 |
| |
|
|
|
|
| Accumulated
tax losses |
91,922 |
84,463 |
46,857 |
43,061 |
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.
In Romania, tax losses incurred before 31
December 2023 can be carried forward for a maximum of 7 years. For
tax losses incurred from 1 January 2024, the carried forward period
is limited to 5 years.
6 Employees
|
|
2024 |
2023 |
| |
Group |
Group |
| |
$’000 |
$’000 |
|
|
|
|
|
Staff costs (including directors) consist of: |
|
|
| Wages and
salaries – management |
1,131 |
1,350 |
| Wages and
salaries – other |
5,620 |
6,095 |
| |
6,751 |
7,445 |
| |
|
|
| Consultancy
fees |
42 |
20 |
| Social
Security costs |
21 |
28 |
| Healthcare
costs |
14 |
18 |
| Pension
costs |
380 |
353 |
| |
7,208 |
7,864 |
| |
|
|
| The average
number of employees (including directors) during the year was as
follows: |
|
|
|
Management |
13 |
14 |
| Other
operations |
310 |
336 |
| |
323 |
350 |
7 Directors’
remuneration
|
|
2024 |
2023 |
| |
Group |
Group |
| |
$’000 |
$’000 |
|
|
|
|
| Directors’
emoluments |
710 |
953 |
| Company
contributions to pension schemes |
7 |
12 |
| Healthcare
costs |
6 |
3 |
| Directors and
key management remuneration |
723 |
968 |
The Directors are considered to be the key
management of the Group and Company. The highest paid Director
received an amount of $258,030 (2023: $257,628), including deferred
remuneration.
Four of the Directors at the end of the period
have share options receivable under long term incentive
schemes.
8 Earnings per
share
|
|
30 Apr 2024 |
30 Apr 2023 |
|
|
Group |
Group |
| Profit and loss
per ordinary share have been calculated using the weighted average
number of ordinary shares in issue during the relevant financial
year. |
|
|
| The weighted
average number of ordinary shares in issue for the period is: |
681,239,092 |
310,486,050 |
| Profit / (loss)
for the period: ($’000) |
(14,652) |
(10,506) |
| Profit / (Loss)
per share basic and diluted (cents) |
(2.15) |
(3.38) |
| The effect of
all potentially dilutive share options is anti-dilutive. |
|
|
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 2022 |
3,443 |
72 |
160 |
763 |
3,146 |
12,070 |
2,983 |
22,637 |
| Additions
during the period |
10 |
- |
- |
- |
- |
177 |
1,709 |
1,896 |
|
Reclassification |
443 |
- |
- |
303 |
- |
691 |
(1,437) |
- |
| Disposals
during the year |
(5) |
- |
- |
(37) |
- |
- |
- |
(42) |
| Foreign
exchange movements |
134 |
3 |
4 |
40 |
102 |
367 |
79 |
729 |
| Cost
at 30 April 2023 |
4,025 |
75 |
164 |
1,069 |
3,248 |
13,305 |
3,334 |
25,220 |
|
|
|
|
|
|
|
|
|
|
| Additions
during the year |
7 |
- |
- |
- |
- |
- |
490 |
497 |
|
Reclassification |
19 |
- |
- |
18 |
- |
500 |
(537) |
- |
| Disposals
during the year |
(1) |
(1) |
- |
- |
- |
- |
- |
(2) |
| Foreign
exchange movements |
(119) |
(6) |
(4) |
6 |
(80) |
(301) |
(149) |
(653) |
| Cost
at 30 April 2024 |
3,931 |
68 |
160 |
1,093 |
3,168 |
13,504 |
3,138 |
25,062 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation at 1 May 2022 |
2,838 |
65 |
107 |
190 |
1,037 |
1,584 |
604 |
6,425 |
| Charge for the
year |
262 |
8 |
10 |
61 |
86 |
279 |
- |
706 |
| Disposals
during the year |
(1) |
- |
- |
(16) |
- |
- |
- |
(17) |
|
Reclassification |
- |
(4) |
4 |
- |
- |
- |
- |
- |
| Foreign
exchange movements |
120 |
2 |
4 |
19 |
59 |
62 |
- |
266 |
|
Depreciation at 30 April 2023 |
3,219 |
71 |
125 |
254 |
1,182 |
1,925 |
604 |
7,380 |
|
|
|
|
|
|
|
|
|
|
| Charge for the
year |
149 |
4 |
6 |
103 |
190 |
181 |
- |
633 |
| Disposals
during the year |
(1) |
- |
- |
- |
- |
- |
- |
(1) |
|
Reclassification |
- |
(4) |
4 |
- |
- |
604 |
(604) |
- |
| Foreign
exchange movements |
(94) |
(5) |
(4) |
(25) |
(48) |
(48) |
- |
(224) |
|
Depreciation at 30 April 2024 |
3,273 |
66 |
131 |
332 |
1,324 |
2,662 |
- |
7,788 |
|
|
|
|
|
|
|
|
|
|
| Net
book value at 1 May 2022 |
605 |
7 |
53 |
573 |
2,109 |
10,486 |
2,379 |
16,212 |
| Net
book value at 30 April 2023 |
806 |
4 |
39 |
815 |
2,066 |
11,380 |
2,730 |
17,840 |
| Net
book value at 30 April 2024 |
658 |
2 |
29 |
761 |
1,844 |
10,842 |
3,138 |
17,274 |
The carrying value of property, plant, and
equipment does not include the adjustment that would result if the
Group were unable to obtain further funding and if the voluntary
reorganisations in the Group’s Romanian subsidiaries were not
successfully executed as explained under the basis of preparation
and going concern assessment on page 35.
|
Company |
Plant and machinery |
Fixtures, fittings and equipment |
Computer assets |
Total |
|
|
$’000 |
$’000 |
$’000 |
$’000 |
| Cost at 30
April 2022 |
30 |
5 |
28 |
63 |
| Additions
during the period |
- |
- |
- |
- |
| Disposals
during the period |
- |
- |
- |
- |
| Cost at
30 April 2023 |
30 |
5 |
28 |
63 |
|
|
|
|
|
|
| Additions
during the year |
- |
- |
- |
- |
| Disposals
during the year |
- |
- |
- |
- |
| Cost at
30 April 2024 |
30 |
5 |
28 |
63 |
|
|
|
|
|
|
| Depreciation at
30 April 2022 |
30 |
5 |
25 |
60 |
| Charge for the
period |
- |
- |
- |
- |
| Disposals
during the period |
- |
- |
- |
- |
|
Depreciation at 30 April 2023 |
30 |
5 |
25 |
60 |
|
|
|
|
|
|
| Charge for the
year |
- |
- |
1 |
1 |
| Disposals
during the year |
- |
- |
- |
- |
|
Depreciation at 30 April 2024 |
30 |
5 |
26 |
61 |
|
|
|
|
|
|
| Net
book value at 30 April 2023 |
- |
- |
3 |
3 |
|
|
|
|
|
|
| Net
book value at 30 April 2024 |
- |
- |
2 |
2 |
11 Investments in
subsidiaries
|
|
|
|
|
|
2024 |
2023 |
|
|
Company |
Company |
| |
$’000 |
$’000 |
| Cost at the
beginning of the year |
23,302 |
23,302 |
| Additions
during the year |
- |
- |
| Cost at the
end of the year the year |
23,302 |
23,302 |
| |
|
|
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 |
|
|
|
|
2023 |
2022 |
|
|
Vast Baita Plai SA (formerly African Consolidated Resources
SRL) |
Romania |
Ordinary |
100% |
100% |
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 29, at the end of this report.
12 Investment in
associates
Investment in associates comprises the acquisition cost of an
effective interest of 24.5% in Central Asia Minerals and Metals Ore
Trading FZCO (“CAMM”) which is held through the Company’s associate
Central Asia Investments Ltd (CAI) in which the Company holds an
interest of 49%.
13 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 certain
underlying assets of the Company’s subsidiaries which are
predominantly the mining assets. The recoverable amount of these
underlying assets is determined based on an assessment of the
economically recoverable mineral reserves, the ability of the
subsidiaries to complete the development of the reserves and future
profitable production or proceeds from the disposition of the
recoverable reserves. Based on this review, an impairment of US$
1.470 million was recorded in respect of loans made to the
Company’s Zimbabwe subsidiary. For the remaining loans, the
carrying value of these underlying assets was not impaired and
there were no indications the remaining subsidiaries would be
unable to repay any borrowing obligations. Accordingly, no
impairment was recognised for these other amounts.
14 Inventory
|
|
Apr 2024 |
Apr 2023 |
Apr 2024 |
Apr 2023 |
|
|
Group |
Group |
Company |
Company |
|
|
$’000 |
$’000 |
$’000 |
$’000 |
|
|
|
|
|
|
| Minerals held
for sale |
277 |
402 |
- |
- |
| Production
stockpiles |
6 |
6 |
- |
- |
| Consumable
stores |
540 |
565 |
- |
- |
| |
823 |
973 |
- |
- |
During the year, US$7.575 million (2023:
US$8.402 million) inventories relating to revenue were recognised
as costs in the income statement.
15 Receivables
|
|
Apr 2024 |
Apr 2023 |
Apr 2024 |
Apr 2023 |
| |
Group |
Group |
Company |
Company |
|
|
$’000 |
$’000 |
$’000 |
$’000 |
|
|
|
|
|
|
| Trade
receivables |
267 |
215 |
- |
- |
| Other
receivables |
1,253 |
1,624 |
269 |
653 |
| Short term
loans |
343 |
335 |
278 |
269 |
|
Prepayments |
116 |
125 |
68 |
71 |
| VAT |
447 |
637 |
19 |
31 |
|
|
2,426 |
2,936 |
634 |
1,024 |
| |
|
|
|
Of which: |
Of which: not impaired as at 30 April 2024 and past due in
the following periods: |
| |
Carrying amount before deducting any impairment
loss |
Related Impairment loss |
Net carrying amount |
Neither impaired nor past due on 30 April
2024 |
Not more than three months |
More than three months and not
more than
six months |
More than six months |
|
Trade receivables |
267 |
- |
267 |
267 |
- |
- |
- |
|
Other receivables |
1,253 |
- |
1,253 |
1,253 |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
1,520 |
- |
1,520 |
1,520 |
- |
- |
- |
At the reporting date, included within VAT
receivable is an amount in respect of VAT owed to Vast Baita Plai
SA (formerly African Consolidated Resources SRL) of US$ 436,622
(RON 2,024,222). 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 Courts ruled in favour of the
Company and the tax authorities have appealed against the decision.
On 17 October 2024, the court rejected the appeal by the tax
authorities.
16 Available for
sale investments
In the year to 30 April 2020, the Company
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 2026 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.
17 Loans and
borrowings
|
|
Apr 2024 |
Apr 2023 |
Apr 2024 |
Apr 2023 |
| |
Group |
Group |
Company |
Company |
| |
$’000 |
$’000 |
$’000 |
$’000 |
|
Non-current |
|
|
|
|
| Secured
borrowings |
9,497 |
8,213 |
5,574 |
4,666 |
| Unsecured
borrowings |
683 |
728 |
683 |
728 |
| less amounts
payable in less than 12 months |
(10,180) |
(8,941) |
(6,257) |
(5,394) |
| |
|
|
|
|
| |
|
|
|
|
| |
- |
- |
- |
- |
|
Current |
|
|
|
|
| Secured
borrowings |
- |
- |
- |
- |
| Unsecured
borrowings |
231 |
227 |
222 |
210 |
| Bank
overdrafts |
- |
1 |
- |
1 |
| Current portion
of long term borrowings - secured |
9,497 |
8,213 |
5,574 |
4,666 |
|
- unsecured |
683 |
728 |
683 |
728 |
| |
|
|
|
|
| |
10,411 |
9,169 |
6,479 |
5,605 |
| Total loans and
borrowings |
10,411 |
9,169 |
6,479 |
5,605 |
Current secured borrowings consist of:
- US$3,922,939 (2023: US$3,546,600)
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 floating rate interest during the period of 12.9%. The
repayment of the loan is to be made from surplus cashflows
generated from BPPM.
- US$5,573,699 (2023: US$4,665,643)
secured finance from A&T Investments Sarl (‘Alpha’). The loan
has a 12-month term and a fixed rate of interest of 20%. The loan
and interest were originally due for repayment on 15 May 2023 and
has been extended several times concluding with a revised repayment
plan which was to begin on 7 May 2024. Given the delays in
refinancing, the Company has not repaid any amounts to its lenders
after the year end. The Company continues to discuss arrangements
with both Alpha and Mercuria and has commenced alternative measures
for settling the outstanding debts. Alpha has been granted first
lien security over a real estate asset in Bucharest, Romania, in
order to provide security. An existing shareholder of the Company
has been granted a first ranking security over the Baita Plai
Polymetallic Mine (‘BBPM’) in return for allowing this asset to be
used as collateral.
Current unsecured borrowing consists of:
- US$9,359 (2023: US$17,781) loans
owed to the former non-controlling interests in Vast Baita Plai SA.
These include amounts owed to the following director: Andrew
Prelea. 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$904,395 (2023: US$937,995) of
third-party loans comprising a loan from M Semere of US$221,755
bearing an interest rate of 6%, a third-party loan of US$625,000
bearing an interest rate of 10%. There is no expectation that the
outstanding loans will be called in the short-term.
Reconciliation of liabilities arising from financing
activities
|
|
|
|
Non-cash changes |
|
| 2024
Group |
01-May-23 |
Cash -flows |
Amortised finance charges |
Loans repaid in shares |
Warrants issued |
Exchange adjustments |
30-Apr-24 |
|
|
$'000s |
$'000s |
$'000s |
$'000s |
$'000s |
$'000s |
$'000s |
| Long-term
borrowings |
- |
|
|
|
|
|
- |
| Short-term
borrowings |
9,169 |
(1,266) |
2,508 |
- |
- |
|
10,411 |
| |
|
|
|
|
|
|
|
| Total
liabilities |
|
|
|
|
|
|
|
| from financing
activities |
9,169 |
(1,266) |
2,508 |
- |
- |
- |
10,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Non-cash changes |
|
| 2023
Group |
01-May-22 |
Cash -flows |
Amortised finance charges |
Loans repaid in shares |
Warrants issued |
Exchange adjustments |
30-Apr-23 |
|
|
$'000s |
$'000s |
$'000s |
$'000s |
$'000s |
$'000s |
$'000s |
| Long-term
borrowings |
- |
|
|
|
|
|
- |
| Short-term
borrowings |
10,316 |
(1,122) |
2,002 |
(1,750) |
(277) |
|
9,169 |
| |
|
|
|
|
|
|
|
| Total
liabilities |
|
|
|
|
|
|
|
| from financing
activities |
10,316 |
(1,122) |
2,002 |
(1,750) |
(277) |
- |
9,169 |
|
|
|
|
Non-cash changes |
|
| 2024
Company |
01-May-23 |
Cash -flows |
Amortised finance charges |
Loans repaid in shares |
Warrants issued |
Exchange adjustments |
30-Apr-24 |
|
|
$'000s |
$'000s |
$'000s |
$'000s |
$'000s |
$'000s |
$'000s |
| Long-term
borrowings |
- |
- |
|
|
|
|
- |
| Short-term
borrowings |
5,605 |
(1,313) |
2,187 |
- |
- |
|
6,479 |
| |
|
|
|
|
|
|
|
| Total
liabilities |
|
|
|
|
|
|
|
| from financing
activities |
5,605 |
(1,313) |
2,187 |
- |
- |
- |
6,479 |
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
Non-cash changes |
|
| 2023
Company |
01-May-22 |
Cash -flows |
Amortised finance charges |
Loans repaid in shares |
Warrants issued |
Exchange adjustments |
30-Apr-23 |
|
|
$'000s |
$'000s |
$'000s |
$'000s |
$'000s |
$'000s |
$'000s |
| Long-term
borrowings |
- |
- |
|
|
|
|
- |
| Short-term
borrowings |
5,300 |
735 |
1,597 |
(1,750) |
(277) |
|
5,605 |
| |
|
|
|
|
|
|
|
| Total
liabilities |
|
|
|
|
|
|
|
| from financing
activities |
5,300 |
735 |
1,597 |
(1,750) |
(277) |
- |
5,605 |
18 Trade and other
payables
|
|
Apr 2024 |
Apr 2023 |
Apr 2024 |
Apr 2023 |
| |
Group |
Group |
Company |
Company |
| |
$’000 |
$’000 |
$’000 |
$’000 |
| Trade
payables |
2,583 |
3,458 |
347 |
173 |
| Other
payables |
3,068 |
1,872 |
2,062 |
1,232 |
| Other taxes and
social security taxes |
90 |
3,346 |
3 |
12 |
| Accrued
expenses |
100 |
101 |
44 |
42 |
| |
5,841 |
8,777 |
2,456 |
1,459 |
Other payables
comprise deferred director salaries, accrued salaries and other
sundry creditors.
| |
Total
$'000 |
30 days |
60 days |
90 days |
120 days |
121 days
or more |
| Trade
payables |
2,583 |
54 |
54 |
54 |
75 |
2,346 |
| Other
payables |
3,068 |
416 |
323 |
264 |
- |
2,065 |
| |
|
|
|
|
|
|
|
Total |
5,651 |
470 |
377 |
318 |
75 |
4,411 |
19 Provisions
|
|
Apr 2024 |
Apr 2023 |
Apr 2024 |
Apr 2023 |
| |
Group |
Group |
Company |
Company |
| |
$’000 |
$’000 |
$’000 |
$’000 |
| Provision for
rehabilitation of mining properties |
|
|
|
|
| - Provision
brought forward from previous periods |
1,165 |
1,145 |
- |
- |
| - Liability
recognised during period |
5 |
3 |
- |
- |
| - Effect of
foreign exchange |
(19) |
17 |
- |
|
| |
1,151 |
1,165 |
- |
- |
As more fully set out in the Statement of
Accounting Policies on page 39, 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 mine is 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.
20 Trade and other
payables
Vast Baita Plai SA (‘VBP’) reached an agreement
in principle with ANAF in December 2021 to defer the current
payroll tax liability over a five year period. The final repayment
schedule was established on 20 May 2022. Subsequently, the Company
entered into discussions for a new and required restructuring plan
in order to ensure the Company can affordably repay the total
amounts due to the tax authorities. On 10 June 2024, the Company
announced that VBP had entered into a voluntary reorganisation to
be effected by a Court judged process under the Insolvency Act in
Romania. Under such a process, the amounts owed to ANAF totalling
US$6.8 million, along with other amounts owed to creditors can be
repaid over a four-year period based on affordability.
In addition to the restructured taxes, the VBP
has been able to restructure a total of US$ 2.6 million of trade
and other creditors in the same manner as the amounts owed to ANAF.
The Company has also restructured, under the Sinarom Mining Group
(‘SMG’) reorganisation, a further US$0.486 million of tax which
will be repaid over four years.
| |
Apr-24 |
Apr-23 |
| |
$000's |
$000's |
| Amounts due
between one and two years |
2,894 |
455 |
| Amounts due
between two and three years |
3,215 |
579 |
| Amounts due
between three and four years |
3,842 |
725 |
| Amounts due
between four and five years |
- |
174 |
| |
9,951 |
1,933 |
21 Financial
instruments – risk management
Material accounting policies
Details of the significant accounting policies in respect of
financial instruments are disclosed on page 37. The Group’s
financial instruments comprise available for sale investments, cash
and items arising directly from its operations such as trade and
other receivables, trade payables and loans.
Financial risk management
The Board seeks to minimise its exposure to financial risk by
reviewing and agreeing policies for managing each financial risk
and monitoring them on a regular basis. No formal policies have
been put in place in order to hedge the Group and Company’s
activities to the exposure to currency risk or interest risk;
however, the Board will consider this periodically. No derivatives
or hedges were entered into during the year.
The Group and Company is exposed through its
operations to the following financial risks:
- Credit risk
- Market risk (includes cash flow
interest rate risk and foreign currency risk)
- Liquidity risk
The policy for each of the above risks is
described in more detail below.
The principal financial instruments used by the
Group, from which financial instruments risk arises are as
follows:
- 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.
| |
|
|
|
|
| |
2024 |
2023 |
2024 |
2023 |
| |
Group |
Group |
Company |
Company |
| |
$’000 |
$’000 |
$’000 |
$’000 |
| Loans
and receivables |
|
|
|
|
| Cash and cash
equivalents |
25 |
530 |
21 |
460 |
|
Receivables |
2,426 |
2,936 |
634 |
1,024 |
| Loans to Group
Companies |
- |
- |
36,581 |
33,920 |
|
Available for sale financial assets |
|
|
|
|
| Available for
sale investments |
891 |
891 |
891 |
891 |
| Other
liabilities |
|
|
|
|
| Trade and
other payables (excl short term loans) |
5,841 |
8,777 |
2,456 |
1,459 |
| Trade and
other payables (non-current) |
9,951 |
1,933 |
- |
- |
| Loans and
borrowings |
10,411 |
9,169 |
6,479 |
5,605 |
Credit risk
Financial assets, which potentially subject the Group and the
Company to concentrations of credit risk, consist principally of
cash, short-term deposits, an available for sale investment in 15%
loan notes funding the Blueberry project, and other receivables.
Cash balances are all held at recognised financial institutions.
The 15% loan notes are considered fully recoverable given the
project prospects. Receivables are presented net of allowances for
doubtful receivables.
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:
| |
|
|
|
|
| |
2024 |
2024 |
2023 |
2023 |
| |
Carrying value |
Maximum exposure |
Carrying value |
Maximum exposure |
| |
$’000 |
$’000 |
$’000 |
$’000 |
| Cash and cash
equivalents |
25 |
25 |
530 |
530 |
|
Receivables |
2,426 |
2,426 |
2,936 |
2,936 |
| Available for
sale investments |
891 |
891 |
891 |
891 |
The Company’s maximum exposure to credit risk by
category of financial instrument is shown in the table below:
| |
|
|
|
|
| |
2024 |
2024 |
2023 |
2023 |
| |
Carrying value |
Maximum exposure |
Carrying value |
Maximum exposure |
| |
$’000 |
$’000 |
$’000 |
$’000 |
| Cash and cash
equivalents |
21 |
21 |
460 |
460 |
|
Receivables |
634 |
634 |
1,024 |
1,024 |
| Available for
sale investments |
891 |
891 |
891 |
891 |
| Loans to Group
Companies |
36,581 |
36,581 |
33,920 |
33,920 |
Market risk
Cash flow interest rate risk
The Group has adopted a non-speculative policy on managing interest
rate risk. Only approved financial institutions with sound capital
bases are used to borrow funds and for the investments of surplus
funds.
At the reporting date, the Group had a cash balance of $0.025
million (2023: $0.530 million) which was made up as follows:
| |
|
|
|
|
2024 |
2023 |
|
|
Group |
Group |
|
|
$’000 |
$’000 |
| Sterling |
10 |
457 |
| United States
Dollar |
10 |
3 |
| Lei
(Romania) |
5 |
70 |
|
|
25 |
530 |
At the reporting date, the Company had a cash
balance of $0.021 million (2023: $0.460 million) which was made up
as follows:
| |
|
|
|
|
2024 |
2023 |
|
|
Company |
Company |
|
|
$’000 |
$’000 |
| Sterling |
10 |
457 |
| United States
Dollar |
11 |
3 |
|
|
21 |
460 |
The Group had interest bearing debts at the
current year end of US$10.402 million (2023: US$9.151 million).
These are made up as follows:
| |
Interest rate |
2024 Group |
2023 Group |
2024 Company |
2023 Company |
| |
|
$'000 |
$'000 |
$'000 |
$'000 |
| Secured
short-term loans |
10-20% |
9,497 |
8,213 |
5,574 |
4,666 |
| Unsecured
loans |
6-10% |
905 |
938 |
905 |
939 |
| |
|
10,402 |
9,151 |
6,479 |
5,605 |
Borrowings of US$3.93 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$39,229. All Company borrowings are at fixed rates.
Foreign currency risk
Foreign exchange risk is inherent in the Group’s and the Company’s
activities and is accepted as such. The Company’s production,
underlying value, and funding is referenced to and denominated in
the United States Dollar and therefore foreign currency exchange
risk arises where any balance is held, or costs incurred, in
currencies other than United States Dollars. At 30 April 2024 and
30 April 2023, the currency exposure of the Group was as
follows:
|
Currency exposure - Group |
|
|
|
|
|
| |
|
|
|
|
|
| |
Sterling |
US Dollar |
Euro |
Other |
Total |
| At 30
April 2024 |
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
| Cash and cash
equivalents |
10 |
10 |
- |
5 |
25 |
| Trade and
other receivables |
60 |
718 |
45 |
1,603 |
2,426 |
| Trade and
other payables |
(1,121) |
(1,329) |
(126) |
(3,265) |
(5,841) |
| Trade and
other payables (non-current) |
- |
- |
- |
(9,951) |
(9,951) |
| Available for
sale investments |
- |
891 |
- |
- |
891 |
| |
|
|
|
|
|
| At 30
April 2023 |
|
|
|
|
|
| Cash and cash
equivalents |
457 |
3 |
- |
70 |
530 |
| Trade and
other receivables |
74 |
1,055 |
45 |
1,762 |
2,936 |
| Trade and
other payables |
(802) |
(690) |
(42) |
(7,243) |
(8,777) |
| Trade and
other payables (non-current) |
- |
- |
- |
(1,933) |
(1,933) |
| Available for
sale investments |
- |
891 |
- |
- |
891 |
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 increasing post tax losses by
$105,100 (2023: $27,100 increase). 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
decreasing post tax losses by $105,100 (2023: $27,100
decrease).
Other is predominantly represented by the
Romanian Lei. This exposure arises in the Group’s Romanian
subsidiaries with the majority of the exposure being Lei
denominated non-current liabilities. As the Romanian subsidiaries
are Lei functional currency, the effects of changes in the US
dollar Lei exchange rate at the reporting date would not impact
post tax losses.
At 30 April 2024 and 30 April 2023, the currency
exposure of the Company was as follows:
|
Currency exposure - Company |
|
|
|
|
|
| |
|
|
|
|
|
| |
Sterling |
US Dollar |
Euro |
Other |
Total |
| At 30
April 2024 |
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
| Cash and cash
equivalents |
10 |
11 |
- |
- |
21 |
| Trade and
other receivables |
60 |
529 |
45 |
- |
634 |
| Loans to Group
companies |
- |
36,581 |
- |
- |
36,581 |
| Trade and
other payables |
(1,120) |
(1,256) |
(127) |
47 |
(2,456) |
| Available for
sale investments |
- |
891 |
- |
- |
891 |
| |
|
|
|
|
|
| At 30
April 2023 |
|
|
|
|
|
| Cash and cash
equivalents |
457 |
3 |
- |
- |
460 |
| Trade and
other receivables |
73 |
906 |
45 |
- |
1,024 |
| Loans to Group
companies |
- |
33,920 |
- |
- |
33,920 |
| Trade and
other payables |
(802) |
(651) |
(42) |
36 |
(1,459) |
| Available for
sale investments |
- |
891 |
- |
- |
891 |
Liquidity risk
Any borrowing facilities are negotiated with approved financial
institutions at acceptable interest rates. All assets and
liabilities are at fixed and floating interest rates. 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 11.
The Group’s total contractual future cashflows
for loans and borrowings are shown in the table below:
| |
|
|
|
|
| |
2024 |
2024 |
2023 |
2023 |
| |
Carrying value |
Total Contractual Future Cashflows |
Carrying value |
Total Contractual Future Cashflows |
| |
|
|
|
|
| Loans and
borrowings |
10,411 |
11,175 |
9,169 |
9,317 |
| |
|
|
|
|
The Group’s estimated future interest charges
are shown in the table below:
| |
Apr 24 |
Apr 23 |
|
|
$000's |
$000's |
| Estimated
future interest charges for the Group within one year. |
764 |
148 |
The Company’s contractual future cashflows for
loans and borrowings are shown in the table below:
| |
|
|
|
|
| |
2024 |
2024 |
2023 |
2023 |
| |
Carrying value |
Total Contractual Future Cashflows |
Carrying value |
Total Contractual Future Cashflows |
| |
|
|
|
|
| Loans and
borrowings |
6,479 |
6,991 |
5,605 |
5,756 |
The Company’s estimated future interest
charges are shown in the table below:
| |
Apr 24 |
Apr 23 |
| |
$000's |
$000's |
| Estimated
future interest charges for the Company within one year. |
512 |
134 |
The maturity of the Group’s and Company’s loans
and borrowings are shown below:
| |
Interest rate |
2024 Group |
2023 Group |
2024 Company |
2023 Company |
| |
|
$'000 |
$'000 |
$'000 |
$'000 |
| Secured
long-term loans |
|
|
|
- |
- |
| Unsecured
long-term loans |
|
|
|
|
|
| Secured
short-term loans |
10-20% |
9,497 |
8,213 |
5,574 |
4,666 |
| Unsecured
loans |
0-10% |
914 |
956 |
905 |
939 |
| |
|
10,411 |
9,169 |
6,479 |
5,605 |
| These loans
are repayable as follows: |
|
|
|
|
|
| -Within 1
year |
|
10,411 |
9,169 |
6,479 |
5,605 |
| -Between 1 and
2 years |
|
- |
- |
- |
- |
| -In more than
2 years |
|
- |
- |
- |
- |
As set out in Note 18 of the consolidated trade
and other payables balance of US$5.651 million, US$0.847 million is
due for payment within 60 days of the reporting date. The maturity
profile of interest-bearing debts is highlighted above. The secured
short-term loans with Alpha and Mercuria have been extended several
times concluding with a revised repayment plan which would begin on
7 May 2024. Given the delays in refinancing, the Company has not
repaid any amounts to its lenders after the year end. The Company
continues to discuss arrangements with both Alpha and Mercuria and
has commenced alternative measures for settling the outstanding
debts.
Capital
The objective of the Directors is to maximise shareholder returns
and minimise risks by keeping a reasonable balance between debt and
equity. While the Company has negative equity at the end of the
year, the Company anticipates that this position will be
significantly improved with the settlement of the historical claim
and the other measures that have commenced after the year-end.
| Debt
equity ratio |
|
|
| |
|
|
| The Group’s
debt to equity ratio is -188.9% (2021: 339.7%), calculated as
follows: |
Apr 2024 |
Apr 2023 |
|
|
$000’s |
$'000 |
| Loans and
borrowings |
10,411 |
9,169 |
| Less: cash and
cash equivalents |
(25) |
(530) |
| Net debt |
10,386 |
8,639 |
| Total
equity |
(5,498) |
2,543 |
| Debt
to capital ratio (%) |
-188.9% |
339.7% |
22 Share
capital
|
Ordinary 0.1p
|
Deferred 0.9p
|
TOTAL |
|
|
|
| |
No of shares |
Nominal value |
No of shares |
Nominal value |
Share Capital |
Share premium |
|
| As at 30 April
2022 |
490,347,861 |
649 |
3,206,616,509 |
40,809 |
41,458 |
94,707 |
|
| Issued during
the period * |
2,437,296,281 |
2,915 |
- |
- |
2,915 |
8,651 |
|
| As at 30 April
2023 |
2,927,644,142 |
3,564 |
3,206,616,509 |
40,809 |
44,373 |
103,358 |
|
| Issued during
the year * |
2,644,000,000 |
3,308 |
- |
- |
3,308 |
1,919 |
|
| Capital
Reorganization |
-4,643,036,785 |
(5,726) |
515,892,976 |
5,726 |
|
|
|
| As at 30 April
2024 |
928,607,357 |
1,146 |
3,722,509,485 |
46,535 |
47,681 |
105,277 |
|
* Details of the shares issued during the year
are as shown in the table below and in the Statement of Changes of
Equity on pages 31-32.
There were no shares reserved for issue under share options at 30
April 2024 (2023: nil).
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. On 29
February 2024 the Company approved a capital reorganisation under
which the number of existing ordinary shares in issue were reduced
by a factor of six. In order to do this every 54 Existing Ordinary
Shares of £0.001 (0.1p) were converted into 9 New Ordinary Shares
of £0.001 (0.1p) each and 5 New Deferred Share of £0.009 (0.9p).
The effect of this latter capital reorganisation is highlighted in
the above table.
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 28 on page 64 for details of share
issues after the reporting date.
| Date of
issue |
|
|
|
|
2024 |
No of shares |
Issue price (p) |
Purpose of issue |
| 13-Jul-23 |
58,500,000 |
0.350 |
Placing with investors |
|
| 25-Jul-23 |
427,500,000 |
0.350 |
Placing with investors |
|
| 12-Oct-23 |
154,500,000 |
0.195 |
Placing with investors |
|
| 21-Oct-23 |
778,500,000 |
0.195 |
Placing with investors |
|
| 30-Jan-24 |
445,000,000 |
0.103 |
Placing with investors |
|
| 06-Feb-24 |
780,000,000 |
0.103 |
Placing with investors |
|
| 01-Mar-24 |
(2,203,333,333) |
|
CAPITAL REORGANIZATION |
|
|
|
|
|
|
|
|
|
|
440,666,667 |
|
|
|
|
| Date
of issue |
|
|
|
|
2023 |
No of shares |
Issue price (p) |
Purpose of issue |
| 03-May-22 |
29,648,978 |
0.40 |
Settle
debt |
|
|
| 06-May-22 |
89,255,224 |
0.27 |
Settle
debt |
|
|
| 18-May-22 |
151,260,080 |
0.27 |
Settle
debt |
|
|
| 31-May-22 |
241,799,020 |
0.27 |
Settle
debt |
|
|
| 15-Jun-22 |
214,285,715 |
0.70 |
Placing with investors |
|
| 15-Jun-22 |
249,046,446 |
0.70 |
Subscription by investors |
|
| 29-Sep-22 |
164,000,000 |
0.40 |
Placing with investors |
|
| 31-Oct-22 |
652,000,000 |
0.225 |
Placing with investors |
|
| 10-Feb-23 |
15,000,000 |
0.55 |
Subscription by management |
|
| 10-Feb-23 |
54,545,454 |
0.55 |
Placing with investors |
|
| 20-Feb-23 |
363,636,364 |
0.55 |
Placing with investors |
|
| 18-Apr-23 |
67,000,000 |
0.46 |
Placing with investors |
|
| 26-Apr-23 |
145,819,000 |
0.46 |
Placing with investors |
|
|
01-Mar-2024 |
(2,031,080,234) |
|
CAPITAL
REORGANISATION |
|
|
|
|
|
|
|
|
|
|
|
406,216,047 |
|
|
|
|
23 Share based
payments
Equity – settled share-based payments
The Company has granted share options and warrants to Directors,
staff and consultants.
In June 2015, the Company also established a Share Appreciation
Scheme to incentivise Directors and senior executives. The basis of
the Scheme is to grant a fixed number of 'share appreciation
rights' (SARs) to participants. Each SAR is credited rights to
receive at the discretion of the Company ordinary shares in the
Company or cash to a value of the difference in the value of a
share at the date of exercise of rights and the value at date of
grant. The SARS are subject to various performance conditions.
The tables below reconcile the opening and closing number of SARs
in issue at each reporting date:
Exercise price
|
In issue at 30 April 2023
|
Issued
during year*
|
Lapsed during year
|
Exercised during year
|
In issue at 30 April 2024
|
Final exercise date
|
|
|
|
|
|
|
Options |
|
|
|
|
|
|
|
|
| 7.26p |
18,333,333 |
|
|
|
18,333,333 |
Dec-25** |
|
|
| 118.8p |
116,667 |
|
(116,667) |
|
- |
Nov-23 |
|
|
| 118.8p |
116,667 |
|
(116,667) |
|
- |
Mar-24 |
|
|
|
|
18,566,666 |
- |
(233,333) |
- |
18,333,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| *
Prior years SARS awards have been restated to reflect the share
capital reorganisation effected on 29 February 2024 |
|
|
** 10,000,000 SARS
awards were granted last year subject to GM approval which was
obtained during the current year
|
|
| |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price
|
In issue at |
Issued
during year*
|
Lapsed during year
|
Exercised during year
|
In issue at 30 April 2023
|
Final exercise date
|
|
|
|
30 April 2022 |
|
|
|
Options |
|
|
|
|
|
|
|
|
|
7.26p |
|
10,000,000 |
|
|
10,000,000 |
Dec-25* |
|
|
|
7.26p |
|
8,333,333 |
|
|
8,333,333 |
Dec-25 |
|
|
|
118.8p |
1,666,667 |
|
(1,666,667) |
|
- |
Dec-25** |
|
|
|
118.8p |
116,667 |
|
|
|
116,667 |
Nov-23 |
|
|
|
118.8p |
116,667 |
|
|
|
116,667 |
Mar-24 |
|
|
|
150p |
86,667 |
|
(86,667) |
|
- |
Nov-22 |
|
|
|
150p |
103,333 |
|
(103,333) |
|
- |
Mar-23 |
|
|
|
270p |
8,333 |
|
(8,333) |
|
- |
Dec-22*** |
|
|
|
300p |
78,333 |
|
(78,333) |
|
- |
Mar-23 |
|
|
|
|
2,176,667 |
18,333,333 |
(1,943,333) |
- |
18,566,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*10,000,000 SARs exercisable subject to shareholder authority at
GM |
|
|
**Vests upon one day
VWAP share price reaching not less than 20p for a continuous period
of 20 consecutive business days where the first of such days falls
on or before 31 December 2022
|
|
| |
|
***Extended from 30 June 2020 to 31 December 2022 |
|
|
|
|
|
|
**** Prior years SARS awards have been restated to reflect the
share capital reorganisation effected on 29 February 2024 |
|
|
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 30 April 2023
|
Issued during year
|
Lapsed during year
|
Exercised during year
|
In issue at 30 April 2024
|
Final exercise date
|
|
|
|
|
8.64p |
7,527,853 |
- |
- |
- |
7,527,853 |
May-25** |
|
|
3.15p |
26,666,667 |
- |
- |
- |
26,666,667 |
Dec-25 |
|
|
|
34,194,520 |
- |
- |
- |
34,194,520 |
|
|
|
variable |
3,858,333 |
- |
- |
- |
3,858,333 |
See Note |
|
|
|
38,052,853 |
- |
- |
- |
38,052,853 |
|
|
| |
|
|
|
|
|
|
|
|
*Prior years warrants issued have been restated to reflect the
share capital reorganisation effected on 29 February 2024 |
|
|
**Extended from May-24 to May-25 |
|
Exercise price
|
In issue at 30 April 2022
|
Issued during year
|
Lapsed during year
|
Exercised during year
|
In issue at 30 April 2023
|
Final exercise date
|
|
|
|
|
8.64p** |
- |
7,527,853 |
- |
- |
7,527,853 |
May-24*** |
|
|
3.15p** |
26,666,667 |
- |
- |
- |
26,666,667 |
Dec-25 |
|
|
156p** |
862,675 |
- |
(862,675) |
- |
- |
Jan-23 |
|
|
|
27,529,342 |
7,527,853 |
(862,675) |
- |
34,194,520 |
|
|
|
variable |
3,858,333 |
- |
- |
- |
3,858,333 |
See Note |
|
|
|
31,387,675 |
7,527,853 |
(862,675) |
- |
38,052,853 |
|
|
|
|
|
|
|
|
|
|
|
|
*Prior years warrants issued have been restated to reflect the
share capital reorganisation effected on 5 May 2021 |
|
|
**Prior years warrants issued have been restated to reflect the
share capital reorganisation effected on 29 February 2024 |
|
|
***Extended from May 2023 to May 2024 |
|
Note: These warrants
are only exercisable in the event of a default in repayment of the
Mercuria loan.
|
|
|
|
2024 |
|
2023* |
|
|
|
|
|
Weighted average exercise price (pence) |
Number |
Weighted average exercise price (pence) |
Number |
|
|
|
|
|
|
|
|
|
Outstanding at the beginning of the year |
5.89 |
42,761,186 |
16.82 |
29,706,008 |
|
Granted during the year |
|
7.26 |
10,000,000 |
7.66 |
25,861,186 |
|
Lapsed during the year |
|
118.80 |
(233,333) |
137.86 |
(2,806,008) |
|
Outstanding at the end of the year |
|
5.65 |
52,527,853 |
5.89 |
52,761,186 |
|
Exercisable at the end of the year |
|
5.65 |
52,527,853 |
5.89 |
42,761,186 |
|
|
|
|
|
|
|
|
|
*Prior year numbers reorganised to reflect 29 February 2024 Capital
Reorganization. |
The weighted average remaining lives of the
SARs, share options or warrants outstanding at the end of the
period is 15 months (2023: 28 months). Of the 52,527,853 SARs,
options and warrants outstanding at 30 April 2024
(2023: 52,761,186), 52,527,853 (2023: 42,761,186) 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 £(p) |
Vesting periods |
Share price at date of grant £(p) |
Volatility |
Life (years) |
Dividend yield |
Risk free interest rate |
Fair value £(p) |
|
Apr-23 |
7.26 |
Dec-25 |
3.69 |
150% |
2.67 |
nil |
4.18% |
2.60 |
|
May-22 |
8.64 |
May-25 |
7.20 |
123% |
1.00 |
nil |
0.94% |
3.00 |
|
Apr-22 |
3.15 |
Oct 25 |
3.15 |
105% |
1.00 |
nil |
0.69% |
0.590 |
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
$328,863 (2023: $274,052).
Warrant and Share option
expense
|
Apr 2024 |
Apr 2023 |
|
Group |
Group |
|
$’000 |
$’000 |
| Warrant and share
option expense: |
|
|
|
- In respect of
remuneration contracts |
329 |
274 |
|
- In respect of financing
arrangements |
- |
- |
| Total expense /
(credit) |
329 |
274 |
24 Reserves
Details of the nature and purpose of each
reserve within owners’ equity are provided below:
- 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
38, 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.
25 Related party
transactions
Company and group
Directors and key management emoluments, included deferred salary
balances owed to the Directors, are disclosed in notes 6 and 7.
Group
At the reporting date, there was an amount owing by Vast Baita Plai
SA to Ozone Homes SRL (Ozone) of US$3,617 (2023: US$3,734) 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$20,078 excluding VAT (2023: US$21,722).
During the year, the Company provided services
of US$0.130 million to CAMM (2022: US$1.064 million), its 24.5%
associate company, who provides these services on a back-to-back
basis to Takob, a third party. These amounts have been recognised
in revenues.
26 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 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 2024.
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.
27 Contingent
assets
As mentioned in the Strategic Report, the
company has an historic claim in its operations. No asset has been
recorded in respect of the claim.
28 Events after the
reporting date
Ordinary
Shares issued and warrants exercised post reporting
date
|
£ |
|
$ |
Shares issued |
|
Issued
to |
|
1,966,000 |
|
2,535,362 |
1,630,000,000 |
|
Placing with
investors |
|
1,966,000 |
|
2,535,362 |
1,630,000,000 |
|
|
In June 2024, the Company decided to enter Vast
Baita Plai SA (“VBPSA”), the operator of BPPM, into a period of
voluntary reorganisation to be effected by a Court judged process
under the Insolvency Act in Romania. This was executed in response
to operational pressures caused by the Unions and certain BPPM
employee demands and practices which were adversely impacting mine
performance. The reorganisation does not affect the ownership or
running of the mine and has been executed in the best interests of
the Company and its shareholders. The Group continues to control
these operations.
In August 2024, the Company’s 100% subsidiary
Vast Baita Plia SA (“VBPSA”) successfully extended the Head Licence
held by Baita SA and under which VBPSA has the rights to mine
polymetallics at BPPM for a further five years by way of Government
Decision 6/2024 on 9 August 2024. In obtaining this approval,
drilling results from the Company’s drill campaign commenced in
2023 were submitted.
In September 2024, the Company executed
agreements with an ecological project to process and market
products from clean-up operations at the former Hanes Gold Mine
located in the Alba region of Romania.
29 Group
subsidiaries
A full list of all subsidiary companies and their registered
offices is given below:
|
Subsidiaries |
|
|
|
|
|
Company |
Country
of registration |
Group
Interest |
Nature
of business |
| |
|
2024 |
2023 |
|
| Sinarom Mining
Group SRL |
Romania |
100% |
100% |
Mining
production |
| Vast Baita
Plai SA* |
Romania |
100% |
100% |
Mining
development |
| AP Mining
Group Ltd |
UK |
100% |
100% |
Dormant |
| Vast Resources
Enterprises Limited |
UK |
100% |
100% |
Mining
investment |
| Vast Resources
Nominees Limited ** |
UK |
100% |
100% |
Nominee
company |
| Vast Resources
Romania Limited |
UK |
100% |
100% |
Mining
investment |
| Accufin
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Aeromags
(Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Cadex
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Claim
holding |
| Campstar
Mining (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Chaperon
Manufacturing (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Charmed
Technical Mining (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Chianty Mining
Services (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Conneire
Mining (Private) Limited |
Zimbabwe |
100% |
100% |
Claim
holding |
| Corampian
Technical Mining (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Dashaloo
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Claim
holding |
| Deep Burg
Mining Services (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Deft Mining
Services (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Exchequer
Mining Services (Private) Limited |
Zimbabwe |
100% |
100% |
Claim
holding |
| Febrim
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Heavystuff
Investment Company (Private) Limited |
Zimbabwe |
100% |
100% |
Claim
holding |
| Hemihelp
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Isiyala Mining
(Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Katanga Mining
(Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Kengen Trading
(Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Kielty
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Lafton
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Claim
holding |
| Lomite
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Claim
holding |
| Lucciola
Investment Services (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Malaghan
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Methven
Investment Company (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Mimic Mining
(Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Monteiro
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Mystical
Mining (Private) Limited |
Zimbabwe |
100% |
100% |
Claim
holding |
| Naxten
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Asset
holding |
| Nedziwe Mining
(Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Notebridge
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Olebile
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Claim
holding |
| Perkinson
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Claim
holding |
|
Pickstone-Peerless Mining (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Possession
Investment Services (Private) Limited |
Zimbabwe |
100% |
100% |
Claim
holding |
| Prudent Mining
(Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Rania Haulage
(Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Regsite Mining
Services (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Riberio Mining
Services (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Sackler
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Claim
holding |
| Schont Mining
Services (Private) Limited |
Zimbabwe |
100% |
100% |
Claim
holding |
| Swadini Miners
(Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Tamahine
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| The Salon
Investments (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Vast Resources
Zimbabwe (Private) Limited |
Zimbabwe |
100% |
100% |
Mining
investment |
| Vono Trading
(Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Wynton
Investment Company (Private) Limited |
Zimbabwe |
100% |
100% |
Dormant |
| Zimchew
Investments (Private) Limited |
Zimbabwe |
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
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