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GRX Greenx Metals Limited

46.50
0.00 (0.00%)
31 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Greenx Metals Limited LSE:GRX London Ordinary Share AU0000198939 ORD NPV (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 46.50 45.00 48.00 46.50 46.50 46.50 105 08:00:20
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Investors, Nec 5.02M -3.53M -0.0154 -58.44 205.52M

GreenX Metals Limited Half-year Report (0002T)

15/03/2023 7:00am

UK Regulatory


Greenx Metals (LSE:GRX)
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TIDMGRX

RNS Number : 0002T

GreenX Metals Limited

15 March 2023

GreenX Metals Limited

Interim Financial Report for the Half-Year Ended 31 December 2022

ABN 23 008 677 852

CORPORATE DIRECTORY

 
 DIRECTORS:                           BANKERS: 
  Mr Ian Middlemas Chairman            National Australia Bank Ltd 
  Mr Benjamin Stoikovich Director      Australia and New Zealand Banking 
  and CEO                              Group Ltd 
  Mr Garry Hemming Non-Executive 
  Director                             SHARE REGISTRIES: 
  Mr Mark Pearce Non-Executive         Australia: 
  Director                             Computershare Investor Services 
                                       Pty Ltd 
                                       Level 11, 172 St Georges Terrace 
  Mr Dylan Browne Company Secretary    Perth WA 6000 
                                       Tel: +61 8 9323 2000 
  PRINCIPAL OFFICES: 
  London:                              United Kingdom: 
  Unit 3C, 38 Jermyn Street            Computershare Investor Services 
  London SW1Y 6DN                      PLC 
  United Kingdom                       The Pavilions, Bridgewater Road 
  Tel: +44 207 487 3900                Bristol BS99 6ZZ 
                                       Tel: +44 370 702 0000 
  Australia (Registered Office): 
  Level 9, 28 The Esplanade            Poland: 
  Perth WA 6000                        Komisja Nadzoru Finansowego (KNF) 
  Tel: +61 8 9322 6322                 Plac Powstańców Warszawy 
  Fax: +61 8 9322 6558                 1, skr. poczt. 419 
                                       00-950 Warszawa 
  Greenland:                           Tel: +48 22 262 50 00 
  ARC Joint Venture Company ApS 
  c/o Nuna Advokater                   STOCK EXCHANGE LISTINGS: 
  Box 59                               Australia: 
  Qulilerfik 2, 6.                     Australian Securities Exchange 
  3900 Nuuk                            - ASX Code: GRX 
 
  SOLICITORS:                          United Kingdom: 
  Thomson Geer                         London Stock Exchange (Main Board) 
                                       - LSE Code: GRX 
  AUDITOR: 
  Ernst & Young - Perth                Poland: 
                                       Warsaw Stock Exchange - GPW Code: 
                                       GRX 
 
 
 CONTENTS 
 Selected Financial Data 
 Directors' Report 
 Directors' Declaration 
 Consolidated Statement of Profit or Loss and other Comprehensive 
  Income 
 Consolidated Statement of Financial Position 
 Consolidated Statement of Changes in Equity 
 Consolidated Statement of Cash Flows 
 Condensed Notes to the Consolidated Financial Statements 
 To view the following sections plus all figures and illustrations, 
  please refer to the full version of the Interim Financial Report 
  on our website at www.greenxmetals.com 
 Auditor's Independence Declaration 
 Independent Auditor's Review Report 
 

SELECTED FINANCIAL DATA (CONVERTED INTO PLN AND EUR)

 
                                   Half-Year      Half-Year      Half-Year      Half-Year 
                                       Ended          Ended          Ended          Ended 
                                 31 December    31 December    31 December    31 December 
                                        2022           2021           2022           2021 
                                         PLN            PLN            EUR            EUR 
----------------------------  --------------  -------------  -------------  ------------- 
 
 Arbitration finance 
  facility income                 15,028,789      3,894,441      3,174,012        845,178 
 Sale of land rights 
  at Debiensko                             -      1,898,507              -        412,017 
 Gas and property lease 
  revenue                            418,291        295,966         88,341         64,231 
 Exploration and evaluation 
  expenses                       (2,093,485)    (2,215,795)      (442,135)      (480,876) 
 Arbitration related 
  expenses                      (15,137,985)    (3,600,413)    (3,197,074)      (781,368) 
 Net loss for the period         (4,488,239)    (5,697,421)      (947,896)    (1,236,464) 
 Net cash flows from 
  operating activities           (4,264,524)    (3,783,510)      (900,648)      (821,104) 
 Net cash flows from 
  investing activities          (10,072,066)    (3,455,331)    (2,127,175)      (749,882) 
 Net cash flows from 
  financing activities             3,267,631     13,053,025        690,109      2,891,414 
 Net increase in cash 
  and cash equivalents          (11,068,959)      5,814,185    (2,337,714)      1,320,428 
 Basic and diluted loss 
  per share (Grosz/EUR 
  cents per share)                    (1.73)         (2.41)         (0.37)         (0.52) 
----------------------------  --------------  -------------  -------------  ------------- 
 
 
                                31 December       30 June    31 December      30 June 
                                       2022          2022           2022         2022 
                                        PLN           PLN            EUR          EUR 
---------------------------  --------------  ------------  -------------  ----------- 
 
 Cash and cash equivalents        7,695,353    18,853,668      1,640,835    4,028,045 
 Total Assets                    41,968,796    48,428,966      8,948,761   10,346,743 
 Total Liabilities             (11,093,430)    11,961,183    (2,365,387)    2,555,481 
 Net Assets                      30,875,366    36,467,783      6,583,374    7,791,262 
 Contributed equity             245,709,661   216,970,230     51,892,768   51,912,177 
---------------------------  --------------  ------------  -------------  ----------- 
 

Figures of the consolidated statement of profit or loss and other comprehensive income and consolidated statement of cash flows have been converted into PLN and EUR by applying the arithmetic average for the final day of each month for the reporting period, as published by the National Bank of Poland (NBP). These exchange rates were 3.1337 AUD:PLN and 4.7350 PLN:EUR for the six months ended 31 December 2022, and 2.9010 AUD:PLN and 4.6078 PLN:EUR for the six months ended 31 December 2021.

Assets and liabilities in the consolidated statement of financial position have been converted into PLN and EUR by applying the exchange rate on the final day of each respective reporting period as published by the NBP. These exchange rates were: 2.9890 AUD:PLN and 4.6899 PLN:EUR on 31 December 2022, and 3.0873 AUD:PLN and 4.6806 PLN:EUR on 30 June 2022.

DIRECTORS REPORT

The Directors of GreenX Metals Limited present their report on the Consolidated Entity consisting of GreenX Metals Limited (Company or GreenX) and the entities it controlled during the half-year ended 31 December 2022 (Consolidated Entity or Group).

DIRECTORS

The names and details of the Company's Directors in office at any time during the half-year and until the date of this report are:

Directors:

   Mr Ian Middlemas                                 Chairman 
   Mr Benjamin Stoikovich                                    Director and CEO 
   Mr Garry Hemming                              Non-Executive Director 
   Mr Mark Pearce                                     Non-Executive Director 

Unless otherwise shown, all Directors were in office from the beginning of the half-year until the date of this report.

OPERATING AND FINANCIAL REVIEW

Operations

Highlights during, and subsequent to, the half-year include:

-- During the period, the hearing for the international arbitration claims against the Republic of Poland under both the Energy Charter Treaty and the Australia-Poland Bilateral Investment Treaty was concluded.

Combined arbitration hearing took place in front of the Arbitral Tribunal in London under the UNCITRAL Arbitration Rules for GreenX's claims against Poland.

Damages of up to GBP737 million (A$1.3 billion / PLN4.0 billion) have been claimed including the assessed value of GreenX's lost profits and damages related to both the Jan Karski and Debiensko projects, and accrued interest related to any damages.

The Company has funded the Claim proceedings under its US$12.3 million Litigation Funding Agreement (LFA).

-- In November 2022, the Company announced highly encouraging results from an initial site visit to Arctic Rift Copper Project (ARC or Project).

Analysis of the site visit results is underway and will be key to future work programs.

GreenX can earn up to 80% of the ARC copper project in Greenland. ARC is a significant, large-scale project (5,774km(2) license area) with historical exploration results and recent analysis indicative of an extensive mineral system with potential to host world-class copper deposits.

-- Subsequent to the half year, the Company announced a placing to issue 12.4 million new ordinary shares to raise gross proceeds of approximately GBP3.9 million (A$6.8 million) from new and existing UK and European investors and some Australian investors (Placing). Due to high demand, directors resolved to increase the Placing to issue 14.1 million new ordinary shares to raise total gross proceeds of approximately GBP4.4 million (A$7.7 million). The Placing shares were issued on 14 March 2023.

   --      On completion of the Placing, the Company will have cash reserves of A$10 million. 

Dispute with the Polish Government

During the period, the Company reported the conclusion of the hearing for the international arbitration claims (Claim) against the Republic of Poland under both the Energy Charter Treaty (ECT) and the Australia-Poland Bilateral Investment Treaty (BIT) (together the Treaties). The hearing took place in London in November 2022 and lasted two weeks.

Following completion of the hearing, the Arbitral Tribunal will render an Award (i.e., the legal term used for a 'decision' by the Tribunal) in due course with no specified date available for the Tribunal decision.

As previously advised, the arbitration and hearing proceedings in relation to the Claim are required to be kept confidential.

Details of the Claim

The Company's Claim against the Republic of Poland is being prosecuted through an established and enforceable legal framework, with GreenX and Poland agreeing to apply the United Nations Commission on International Trade Law Rules (UNCITRAL) to the proceedings. The arbitration claims are being administered through the Permanent Court of Arbitration in the Hague.

The evidentiary hearing phase of the arbitration proceedings has now been completed in front of the Arbitral Tribunal. With completion of the hearing, the Arbitral Tribunal will render an Award (i.e., a decision) in due course. There is no specified date for an Award to be rendered. Subsequent to the end of the half-year, the Company filed its post hearing brief with the Tribunal. The Company's claims for damages against Poland are in the amount of up to GBP737 million (A$1.3 billion/PLN4.0 billion), which includes a revised assessment of the value of GreenX's lost profits and damages related to both the Jan Karski and Debiensko projects, and accrued interest related to any damages. The Claim for damages has been assessed by independent external quantum experts appointed by GreenX specifically for the purposes of the Claim.

In July 2020, the Company announced it had executed the LFA for US$12.3 million with Litigation Capital Management (LCM). The facility is currently being drawn down to cover legal, tribunal and external expert costs as well as defined operating expenses associated with the Claim. The LFA is a limited recourse loan with LCM that is on a "no win - no fee" basis.

In September 2020, GreenX announced that it had formally commenced with the Claim by serving the Notices of Arbitration against the Republic of Poland. In June 2021, GreenX announced that it had formally lodged its Statement of Claim in the BIT arbitration, including the first assessed claim for compensation. The Company's Statement of Reply was submitted in July 2022 which addressed various points raised by the Republic of Poland in their Statement of Defence. The Statement of Reply also contained a re-evaluation of the claim for damages based on consideration of Poland's Statement of Defence.

GreenX's dispute alleges that the Republic of Poland has breached its obligations under the applicable Treaties through its actions to block the development of the Company's Jan Karski and Debiensko projects in Poland which effectively deprived GreenX of the entire value of its investments in Poland.

In February 2019, GreenX formally notified the Polish Government that there exists an investment dispute between GreenX and the Polish Government. GreenX's notification called for prompt negotiations with the Government to amicably resolve the dispute and indicated GreenX's right to submit the dispute to international arbitration in the event of the dispute not being resolved amicably.

GreenX's investment dispute with the Republic of Poland is not unique, with international media widely reporting that the political environment and investment climate in Poland has deteriorated since the change in Government in 2015. As a result, there are a significant number of International Arbitration claims being bought against Poland.

Highly encouraging results from initial ARC site visit

During the period, GreenX and its joint-venture ( JV ) partner Greenfields Exploration Ltd ( Greenfields ) announced the results of from the first visit to ARC.

The results of this work program have demonstrated the high-grade nature of the known copper sulphide mineralisation and wider copper mineralization in fault hosted Black Earth zones and adjacent sandstone units. The exact position of a native copper fissure at the Neergaard Dal prospect was also identified.

Analysis of this new information is underway and will be key to future work programs.

A logistical base in Greenland was also secured as part of the site visit. The Company successfully established depots, and field trialled its SHERP vehicles and advanced satellite communications systems.

Share Placing to UK and European Investors

In March 2023, the Company announced the Placing to issue 12.4 million new ordinary shares to raise gross proceeds of approximately GBP3.9 million (A$6.8 million) from new and existing UK and European investors and some Australian investors. Due to high demand, directors resolved to increase the Placing to issue 14.1 million new ordinary shares to raise total gross proceeds of approximately GBP4.4 million (A$7.7 million). The Placing shares were issued on 14 March 2023.

Results of Operations

The net loss of the Consolidated Entity for the half-year ended 31 December 2022 was $1,432,272 (31 December 2021: $1,963,939). Significant items contributing to the current half-year loss and the substantial differences from the previous half-year include to the following:

(i) Arbitration related expenses of $4,830,784 (31 December 2021: $1,241,087) relating to the Claim against the Republic of Poland. This has been offset by the arbitration funding income of $4,795,937 (31 December 2021: $1,342,440);

   (ii)        Sale of land rights at Debiensko of nil (31 December 2021: $654,428); 

(iii) Exploration and evaluation expenses of $668,066 (31 December 2021: $763,800), which is attributable to the Group's accounting policy of expensing exploration and evaluation expenditure incurred by the Group subsequent to the acquisition of rights to explore and up to the commencement of a bankable feasibility study for each separate area of interest;

(iv) Business development expenses of $132,578 (31 December 2021: $182,433) which includes expenses relating to the Group's review of new business and project opportunities plus also investor relations activities during the six months to 31 December 2022 including public relations, digital marketing, travel costs, attendances at conferences and business development consultant costs;

(v) Non-cash share-based payment expense of nil (31 December 2021: $1,203,339) due to incentive securities issued to key management personnel and other key employees and consultants of the Group as part of the long-term incentive plan to reward key management personnel and other key employees and consultants for the long-term performance of the Group. The expense results from the Group's accounting policy of expensing the fair value (determined using an appropriate pricing model) of incentive securities granted on a straight-line basis over the vesting period of the options and rights. During the prior period, the Company issued 10,750,000 unlisted options which vested on issue; and

(vi) Revenue of $161,385 (31 December 2021: $111,664) consisting of interest income of $27,901 (31 December 2021: $9,643) and the receipt of $133,484 (31 December 2021: $102,021) of gas and property lease income derived at Debiensko.

Financial Position

At 31 December 2022, the Group had cash reserves of $2,574,558 (30 June 2022: $ 6,106,847 ) and the US$12.3 million arbitration facility (US$4.2 million available at 31 December 2022) placing it in a good financial position to continue with exploration activities at ARC and with the Claim. On completion of the Placing, the Group will have cash reserves of A$10 million.

At 31 December 2022, the Company had net assets of $10,329,665 (30 June 2022: $ 11,812,416 ) an decrease of approximately 13% compared with 30 June 2022. This is largely driven by the loss of the half-year of $1,432,272 (31 December 2021: $1,963,939).

Business Strategies and Prospects for Future Financial Years

GreenX's strategy is to create long-term shareholder value through the discovery, exploration, development and acquisition of technically and economically viable mineral deposits. This also includes pursuing the Claim against the Republic of Poland through international arbitration in the short to medium term.

To date, the Group has not commenced production of any minerals, nor has it identified an any Ore reserves in accordance with the JORC Code. To achieve its objective, the Group currently has the following business strategies and prospects over the medium to long term:

-- Continue to enforce its rights through an established and enforceable legal framework in relation to international arbitration for the investment dispute between GreenX and the Polish Government that has arisen out of certain measures taken by Poland in breach of the Treaties;

   --        Continue to assess corporate options for GreenX's investments in Poland; 
   --        Identify and assess other suitable business opportunities in the resources sector; and 
   --        Continue with exploration activities in Greenland. 

All of these activities are inherently risky and the Board is unable to provide certainty of the expected results of these activities, or that any or all of these likely activities will be achieved. Furthermore, GreenX will continue to take all necessary actions to preserve the Company's rights and protect its investments in Poland, if and as required. The material business risks faced by the Group that could have an effect on the Group's future prospects, and how the Group manages these risks, include the following:

-- Litigation risk - All industries, including the mining industry, are subject to legal and arbitration claims. Specifically, and as noted above, the Company is continuing with it its Claim against the Republic of Poland, and will strongly defend its position and will continue to take all relevant actions to pursue its legal rights in the Claim process. During the period, the hearing for the Claim was completed with Tribunal to render an Award (i.e., a decision) in due course with no specified date available for the Tribunal decision. There is however no certainty that the Claim will be successful. If the Claim is unsuccessful, then this may have a material impact on the value of the Company's securities.

-- Earn-in and joint venture contractual risk - The Company's earn-in right to the Project is subject to the Earn-In Agreement (EIA) with Greenfields as announced in October 2021. The Company's ability to achieve its objectives is dependent on it and other parties complying with their obligations under the Agreement. Any failure to comply with these obligations may result in the Company not obtaining its interests in the Project and being unable to achieve its commercial objectives, which may have a material adverse effect on the Company's operations and the performance and value of the Shares. There is also the risk of disputes arising with the Company's joint venture partner, Greenfields, the resolution of which could lead to delays in the Company's proposed development activities or financial loss.

If and when the Company earns in its interest in the Project, an incorporated joint venture will be established between the Company and Greenfields. The nature of the joint venture may change in future, including the ownership structure and voting rights in relation to the Project, which may have an effect on the ability of the Company to influence decisions on the Project.

-- Operations in overseas jurisdictions risk - The Project is located in Greenland, and as such, the operations of the Company will be exposed to related risks and uncertainties associated with the country, regional and local jurisdictions. Opposition to the Project, or changes in local community support for the Project, along with any changes in mining or investment policies or in political attitude in Greenland and, in particular to the mining, processing or use of copper, may adversely affect the operations, delay or impact the approval process or conditions imposed, increase exploration and development costs, or reduce profitability of the Company. Moreover, logistical difficulties may arise due to the assets being located overseas such as the incurring of additional costs with respect to overseeing and managing the Project, including expenses associated with taking advice in relation to the application of local laws as well as the cost of establishing a local presence in Greenland. Fluctuations in the currency of Greenland may also affect the dealings and operations of the Company.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests. Further, the outcomes in courts in Greenland may be less predictable than in Australia, which could affect the enforceability of contracts entered into by the Company.

The Project is remotely located in an area that has an arctic climate and that is categorised as an arctic desert, and as such, the operations of the Company will be exposed to related risks and uncertainties of arctic exploration, including adverse weather or ice conditions which may and has prevented access to the Project, which can impact exploration and field activities or generate unexpected costs. It is not possible for the Company to predict or protect the Company against all such risks.

The Company also had previous operations in Poland which may be subject to regulations concerning protection of the environment, including at the Debiensko and Kaczyce projects which have both been relinquishment by the Company. As with all exploration projects and mining operations, activities will have an impact on the environment including the possible requirement to make good any disturbed or damaged land.

Existing and possible future environmental protection legislation, regulations and actions could cause additional expense, capital expenditures and restrictions, the extent of which cannot be predicted which could have a material adverse effect on the Company's business, financial condition and results of operations.

-- The Group's exploration and development activities will require further capital - The exploration and any development of the Company's exploration properties will require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration and any development of the Company's properties or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company.

-- The Group's exploration properties may never be brought into production - The exploration for, and development of, mineral deposits involves a high degree of risk. Few properties which are explored are ultimately developed into producing mines. To mitigate this risk, the Company will undertake systematic and staged exploration and testing programs on its mineral properties and, subject to the results of these exploration programs, the Company will then progressively undertake a number of technical and economic studies with respect to its projects prior to making a decision to mine. However, there can be no guarantee that the studies will confirm the technical and economic viability of the Company's mineral properties or that the properties will be successfully brought into production.

-- The Group may be adversely affected by fluctuations in copper prices - The price of copper fluctuates widely and is affected by numerous factors beyond the control of the Group. Future production, if any, from the Group's mineral properties will be dependent upon copper prices being adequate to make these properties economic. The Group currently does not engage in any hedging or derivative transactions to manage commodity price risk. As the Group's operations change, this policy will be reviewed periodically going forward.

-- The Group may be adversely affected by competition within the copper industry - The Group competes with other domestic and international copper companies, some of whom have larger financial and operating resources. Increased competition could lead to higher supply or lower overall pricing. There can be no assurance that the Company will not be materially impacted by increased competition. In addition, the Group is continuing to secure additional surface and mineral rights, however there can be no guarantee that the Group will secure additional surface and mineral rights, which could impact on the results of the Group's operations.

-- The Company may be adversely affected by fluctuations in foreign exchange - Current and planned activities are predominantly denominated in Stirling, Danish krone and/or Euros and the Company's ability to fund these activates may be adversely affected if the Australian dollar continues to fall against these currencies. The Company currently does not engage in any hedging or derivative transactions to manage foreign exchange risk. As the Company's operations change, this policy will be reviewed periodically going forward.

RELATED PARTY DISCLOSURE

Balances and transactions between the Company and its subsidiaries, which are related parties to the Company, have been eliminated on consolidation. There have been no other transactions with related parties during the half-year ended 31 December 2022, other than remuneration for Key Management Personnel and payments of $144,000 (31 December 2021: $120,000) to Apollo Group Pty Ltd, a Company of which Mr Mark Pearce is a Director and beneficial shareholder, for the provision of serviced office facilities and administration services. The amount is based on a monthly retainer due and payable in advance, with no fixed term, and is able to be terminated by either party with one month's notice. This item has been recognised as an expense in the Statement of Profit or Loss and other Comprehensive Income.

SUBSTANTIAL SHAREHOLDERS (shareholder with voting power of at least 5%)

Substantial Shareholder notices have been received by the following:

 
 Substantial Shareholder                  Number of Shares/Votes  Voting Power 
----------------------------------------  ----------------------  ------------ 
  CD Capital Natural Resources Fund III 
   LP                                                 44,776,120         17.7% 
----------------------------------------  ----------------------  ------------ 
 

ORDINARY SHARES HELD BY DIRECTORS'

 
                           At the Date of   31 December 2022   30 June 2022 
                              this Report 
------------------------  ---------------  -----------------  ------------- 
 Mr Ian Middlemas              11,660,000         11,660,000     11,660,000 
 Mr Benjamin Stoikovich         1,492,262          1,492,262      1,492,262 
 Mr Garry Hemming                       -                  -              - 
 Mr Mark Pearce                 3,300,000          3,300,000      3,300,000 
------------------------  ---------------  -----------------  ------------- 
 

SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

Subsequent to the half year, the Company announced the Placing to issue 12.4 million new ordinary shares to raise gross proceeds of approximately GBP3.9 million (A$6.8 million) from new and existing UK and European investors and some Australian investors. Due to high demand, directors resolved to increase the Placing to issue 14.1 million new ordinary shares to raise total gross proceeds of approximately GBP4.4 million (A$7.7 million). The Placing shares were issued on 14 March 2023.

Other than as outlined above, there were no significant events occurring after balance date requiring disclosure.

AUDITOR'S INDEPENCE DECLARATION

Section 307C of the Corporations Act 2001 requires our auditors, Ernst and Young, to provide the Directors of GreenX Metals Limited with an Independence Declaration in relation to the review of the half-year financial report. This Independence Declaration is on page 17 and forms part of this Directors' Report.

Signed in accordance with a resolution of the Directors.

BEN STOIKOVICH

Director

14 March 2023

Competent Persons Statement

The information in this announcement that relates to Exploration Results for ARC is extracted from the ASX announcements dated 6 October 2021 , 22 January 2022, 20 July 2022, 4 August 2022, 11 August 2022 and 9 November 2022 which are available to view at www.greenxmetals.com .

GreenX confirms that (a) it is not aware of any new information or data that materially affects the information included in the original announcements; (b) all material assumptions and technical parameters underpinning the content in the relevant announcements continue to apply and have not materially changed; and (c) the form and context in which the Competent Person's findings are presented have not been materially modified from the original announcements.

Forward Looking Statements

This report may include forward-looking statements. These forward-looking statements are based on GreenX's expectations and beliefs concerning future events. Forward looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of GreenX, which could cause actual results to differ materially from such statements. GreenX makes no undertaking to subsequently update or revise the forward-looking statements made in this release, to reflect the circumstances or events after the date of that release .

DIRECTORS' DECLARATION

In accordance with a resolution of the Directors of GreenX Metals Limited, I state that:

In the reasonable opinion of the Directors and to the best of their knowledge:

(a) the attached financial statements and notes thereto for the period ended 31 December 2022 are in accordance with the Corporations Act 2001, including:

(i) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001; and

(ii) giving a true and fair view of the financial position of the Group as at 31 December 2022 and of its performance for the half-year ended on that date; and

(b) The Directors Report, which includes the Operating and Financial Review, includes a fair review of:

(i) important events during the first six months of the current financial year and their impact on the half-year financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and

(ii) related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Group during that period, and any changes in the related party transactions described in the last annual report that could have such a material effect; and

(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

On behalf of the Board

BEN STOIKOVICH

Director

14 March 2023

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE HALF-YEARED 31 DECEMBER 2022

 
                                                 Note       Half-Year       Half-Year 
                                                                Ended           Ended 
                                                          31 December     31 December 
                                                                 2022            2021 
                                                                    $               $ 
---------------------------------------------  ------  --------------  -------------- 
 
 Revenue                                        4 (a)         161,385         111,664 
 Other income                                   4 (b)       4,795,937       1,996,868 
 Exploration and evaluation expenses                        (668,066)       (763,800) 
 Employment expenses                                        (181,183)       (180,552) 
 Administration and corporate expenses                      (177,131)       (248,223) 
 Occupancy expenses                                         (412,360)       (457,515) 
 Share-based payment expense                                        -     (1,203,339) 
 Business development expenses                              (132,578)       (182,433) 
 Arbitration related expenses                             (4,830,784)     (1,241,087) 
 Reversal of impairment                                             -         131,207 
 Other                                                         12,508          73,271 
 Loss before income tax                                   (1,432,272)     (1,963,939) 
 Income tax expense                                                 -               - 
---------------------------------------------  ------  --------------  -------------- 
 Net loss for the period                                  (1,432,272)     (1,963,939) 
=============================================  ======  ==============  ============== 
 
 Net loss attributable to members 
  of GreenX Metals Limited                                (1,432,272)     (1,963,939) 
=============================================  ======  ==============  ============== 
 
 Other comprehensive income 
 Items that may be reclassified subsequently 
  to profit or loss: 
 Exchange differences on translation 
  of foreign operations                                      (50,479)        (50,798) 
---------------------------------------------  ------  --------------  -------------- 
 Total other comprehensive loss for 
  the period                                                 (50,479)        (50,798) 
---------------------------------------------  ------  --------------  -------------- 
 Total comprehensive loss for the 
  period                                                  (1,482,751)     (2,014,737) 
=============================================  ======  ==============  ============== 
 
 Total comprehensive loss attributable 
  to members of GreenX Metals Limited                     (1,482,751)     (2,014,737) 
=============================================  ======  ==============  ============== 
 
 Basic and diluted loss per share (cents 
  per share)                                                   (0.55)          (0.83) 
 

The above Consolidated Statement of Profit or Loss and other Comprehensive Income should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2022

 
                                                31 December        30 June 
                                                       2022           2022 
                                       Note               $              $ 
-----------------------------------  ------  --------------  ------------- 
 
 ASSETS 
 Current Assets 
 Cash and cash equivalents                        2,574,558      6,106,847 
 Trade and other receivables            5         2,682,639      2,149,578 
-----------------------------------  ------  --------------  ------------- 
 Total Current Assets                             5,257,197      8,256,425 
 
 Non-Current Assets 
 Exploration and evaluation assets      6         7,391,258      5,745,590 
 Property, plant and equipment          7         1,392,628      1,684,496 
-----------------------------------  ------  --------------  ------------- 
 Total Non-Current Assets                         8,783,886      7,430,086 
 
 TOTAL ASSETS                                    14,041,083     15,686,511 
-----------------------------------  ------  --------------  ------------- 
 
 LIABILITIES 
 Current Liabilities 
 Trade and other payables                         2,214,019      2,303,588 
 Other financial liabilities          8 (a)         326,030        315,808 
 Provisions                           9 (a)         488,963        433,482 
-----------------------------------  ------  --------------  ------------- 
 Total Current Liabilities                        3,029,012      3,052,878 
-----------------------------------  ------  --------------  ------------- 
 
 Non-Current Liabilities 
 Other financial liabilities          8 (b)         412,842        538,266 
 Provisions                           9 (b)         269,564        282,951 
-----------------------------------  ------  --------------  ------------- 
 Total Non-Current Liabilities                      682,406        821,217 
-----------------------------------  ------  --------------  ------------- 
 
 TOTAL LIABILITIES                                3,711,418      3,874,095 
-----------------------------------  ------  --------------  ------------- 
 
 NET ASSETS                                      10,329,665     11,812,416 
===================================  ======  ==============  ============= 
 
 EQUITY 
 Contributed equity                    10        78,410,052     78,410,052 
 Reserves                              11        11,003,244     11,053,723 
 Accumulated losses                            (79,083,631)   (77,651,359) 
-----------------------------------  ------  --------------  ------------- 
 TOTAL EQUITY                                    10,329,665     11,812,416 
===================================  ======  ==============  ============= 
 

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE HALF-YEARED 31 DECEMBER 2022

 
                               Contributed   Share-based        Foreign        Other     Accumulated          Total 
                                    Equity      Payments       Currency       Equity          Losses         Equity 
                                                 Reserve    Translation 
                                                                Reserve 
                                         $             $              $            $               $              $ 
----------------------------  ------------  ------------  -------------  -----------  --------------  ------------- 
 
 Balance at 1 July 
  2022                          78,410,052     4,558,339        287,891    6,207,493    (77,651,359)     11,812,416 
 Net loss for the period                 -             -              -            -     (1,432,272)    (1,432,272) 
 Other comprehensive 
  income for the half-year 
 Exchange differences 
  on translation of 
  foreign operations                     -             -       (50,479)            -               -       (50,479) 
----------------------------  ------------  ------------  -------------  -----------  --------------  ------------- 
 Total comprehensive 
  loss for the period                    -             -       (50,479)            -     (1,432,272)    (1,482,751) 
 Balance at 31 December 
  2022                          78,410,052     4,558,339        237,412    6,207,493    (79,083,631)     10,329,665 
============================  ============  ============  =============  ===========  ==============  ============= 
 
 Balance at 1 July 
  2021                          79,332,108             -        345,909            -    (73,993,904)      5,684,113 
 Net loss for the period                 -             -              -            -     (1,963,939)    (1,963,939) 
 Other comprehensive 
  income for the half-year 
 Exchange differences 
  on translation of 
  foreign operations                     -             -       (50,798)            -               -       (50,798) 
----------------------------  ------------  ------------  -------------  -----------  --------------  ------------- 
 Total comprehensive 
  loss for the period                    -             -       (50,798)            -     (1,963,939)    (2,014,737) 
 Issue of shares                 1,814,273             -              -            -               -      1,814,273 
 Share issue costs                (86,890)             -              -            -               -       (86,890) 
 Issue of ARC Consideration 
  Performance Rights                     -     3,355,000              -            -               -      3,355,000 
 Recognition of share-based 
  payments                               -     1,203,339              -            -               -      1,203,339 
----------------------------  ------------  ------------  -------------  -----------  --------------  ------------- 
 Balance at 31 December 
  2021                          81,059,491     4,558,339        295,111            -    (75,957,843)      9,955,098 
============================  ============  ============  =============  ===========  ==============  ============= 
 

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE HALF-YEARED 31 DECEMBER 2022

 
                                                       Half-Year       Half-Year 
                                                           Ended           Ended 
                                                     31 December     31 December 
                                                            2022            2021 
                                                               $               $ 
------------------------------------------  ----  --------------  -------------- 
 
 Cash flows from operating activities 
 Payments to suppliers and employees                 (1,481,931)     (1,416,194) 
 Proceeds from property lease and 
  gas sales                                               92,114         102,021 
 Interest revenue from third parties                      28,936           9,971 
 Net cash outflow from operating 
  activities                                         (1,360,881)     (1,304,202) 
------------------------------------------------  --------------  -------------- 
 
 Cash flows from investing activities 
 Payments for property, plant and 
  equipment                                                    -       (248,614) 
 Proceeds from sale of land and 
  property                                                     -         185,851 
 Payments for arbitration related 
  expenses                                           (1,316,530)       (731,716) 
 Payments for exploration and expenditure            (1,897,634)       (396,597) 
------------------------------------------------  --------------  -------------- 
 Net cash outflow from investing 
  activities                                         (3,214,164)     (1,191,076) 
 
 Cash flows from financing activities 
 Proceeds from issue of shares                                 -         899,273 
 Payments for share issue costs                                -        (22,900) 
 Receipts from arbitration funding                     1,187,056         937,828 
 Payments for lease liabilities                        (144,300)       (134,388) 
 Net cash inflow from financing 
  activities                                           1,042,756       1,679,813 
------------------------------------------------  --------------  -------------- 
 
 Net decrease in cash and cash 
  equivalents                                        (3,532,289)       (815,465) 
 Cash and cash equivalents at the 
  beginning of the period                              6,106,847       4,774,968 
 Cash and cash equivalents at 
  the end of the period                                2,574,558       3,959,503 
================================================  ==============  ============== 
 

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE HALF-YEARED 31 DECEMBER 2022

   1.          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
   (a)        Statement of Compliance 

The interim consolidated financial statements of the Group for the half-year ended 31 December 2022 were authorised for issue in accordance with the resolution of the Directors.

This general purpose financial report for the interim half-year reporting period ended 31 December 2022 has been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report of GreenX Metals Limited for the year ended 30 June 2022 and any public announcements made by the Company and its controlled entities during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

   2.          BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES 
   (a)        Basis of Preparation of Half-Year Financial Report 

The consolidated financial statements have been prepared on the basis of historical cost. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars.

   (b)        New Standards, interpretations and amendments thereof, adopted by the Group 

The accounting policies and methods of computation adopted in the preparation of the consolidated half-year financial report are consistent with those adopted and disclosed in the company's annual financial report for the year ended 30 June 2022 and the comparative interim period, other than as detailed below.

In the current period, the Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2022.

New and revised Standards and amendments thereof and Interpretations effective for the current half-year that are relevant to the Group include:

   --           AASB 2020-3 Amendment to AASB 9 - Test for Derecognition of Financial Liabilities 
   --           Conceptual Framework and Financial Reporting 

The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

   (c)        Issued standards and interpretations not early adopted 

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Company for the reporting period ended 31 December 2022. Those which may be relevant to the Company are set out in the table below, but these are not expected to have any significant impact on the Company's financial statements:

 
 Standard/Interpretation                                   Application      Application 
                                                         Date of Standard     Date for 
                                                                              Company 
 AASB 2020-6 Amendments to Australian Accounting            1 January         1 July 
  Standards - Classification of Liabilities as                 2023             2023 
  Current or Non-Current - Deferral of Effective 
  Date 
                                                       ------------------  ------------ 
 AASB 2021-2 Amendments to Australian Accounting            1 January         1 July 
  Standards - Disclosure of Accounting Policies                2023             2023 
  and Definition of Accounting Estimates 
                                                       ------------------  ------------ 
 AASB 2020-1 Amendments to Australian Accounting            1 January         1 July 
  Standards - Classification of Liabilities as                 2024             2024 
  Current or Non-Current 
                                                       ------------------  ------------ 
 AASB 2021-7(a-c) Amendments to Australian Accounting       1 January         1 July 
  Standards - Effective Date of Amendments to                  2025             2025 
  AASB 10 and AASB 128 and Editorial Corrections 
                                                       ------------------  ------------ 
 
   3.          SEGMENT INFORMATION 

AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Consolidated Entity that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

The Consolidated Entity operates in one segment, being mineral exploration. This is the basis on which internal reports are provided to the Chief Executive Officer for assessing performance and determining the allocation of resources within the Consolidated Entity.

 
                                                      Half-Year       Half-Year 
                                                       ended 31           ended 
                                                       December 
                                                           2022 
                                                              $     31 December 
                                                                           2021 
                                                                              $ 
------------------------------------------  ----  -------------  -------------- 
  4. REVENUE AND OTHER INCOME 
  (a) Revenue 
 Interest Income                                         27,901           9,643 
 Gas and property lease revenue                         133,484         102,021 
------------------------------------------------  -------------  -------------- 
                                                        161,385         111,664 
 ===============================================  =============  ============== 
  (b) Other income 
 Arbitration finance facility income                  4,795,937       1,342,440 
 Gain on sale of land rights at Debiensko                     -         654,428 
                                                      4,795,937       1,996,868 
 ===============================================  =============  ============== 
 
                                                    31 December         30 June 
                                                           2022            2022 
                                                              $               $ 
------------------------------------------  ----  -------------  -------------- 
  5. TRADE AND OTHER RECEIVABLES 
 Trade receivables                                       78,808          30,744 
 Arbitration finance facility receivable              2,265,278       1,815,313 
 Interest receivable                                      2,882           4,019 
 Deposits/prepayments                                   184,975         193,705 
 GST and other receivables                              150,696         105,797 
------------------------------------------------  -------------  -------------- 
                                                      2,682,639       2,149,578 
 ===============================================  =============  ============== 
 
 
                                                       Arctic Rift 
                                                    Copper Project 
                                           Note                  $ 
----------------------------------------  ------  ---------------- 
  6. EXPLORATION AND EVALUATION ASSETS 
 Carrying amount at 1 July 2022                          5,745,590 
 Earn-in expenditure(2)                                  1,645,668 
 Carrying amount at 31 December 2022(1)                  7,391,258 
================================================  ================ 
 

Note:

(1) The ultimate recoupment of costs carried forward for exploration and evaluation is dependent on the successful development and commercial exploitation or sale of the respective areas of interest.

(2) GreenX will earn an interest of up 80% in ARC through an EIA between Mineral Investment Pty Ltd ("MIPL"), a wholly owned subsidiary of the Company. Other key terms of the EIA are included in the 2022 Annual Report.

 
                                                 Land and       Plant  Right-of-use 
                                                Buildings         and        assets 
                                                            equipment                       Total 
                                                        $           $             $             $ 
  7. PROPERTY, PLANT AND EQUIPMENT 
Carrying amount at 1 July 2022                      9,792     875,832       798,872     1,684,496 
Write-off                                         (8,998)           -             -       (8,998) 
Depreciation and amortisation                       (667)   (150,883)     (131,190)     (282,740) 
Foreign exchange differences                        (127)         (3)             -         (130) 
Carrying amount at 31 December 2022                     -     724,946       667,682     1,392,628 
=============================================  ==========  ==========  ============  ============ 
 - at cost                                          2,060   1,206,103     1,487,519     2,695,682 
 - accumulated depreciation and amortisation      (2,060)   (481,157)     (819,837)   (1,303,054) 
 
 
                                           31 December    30 June 
                                                  2022       2022 
                                                     $          $ 
---------------------------------  ----  -------------  --------- 
  8. OTHER FINANCIAL LIABILITIES 
  (a) Current: 
 Lease liability                               326,030    315,808 
 
  (b) Non-Current: 
 Lease liability                               412,842    538,266 
=======================================  =============  ========= 
 
 
                                                   31 December    30 June 
                                                          2022       2022 
                                                             $          $ 
-----------------------------------------  ----  -------------  --------- 
  9. PROVISIONS 
  (a) Current Provisions: 
 Provisions for the protection against 
  mining damage at Debiensko(1)                        248,533    206,380 
 Provision for closure of gas project(2)               209,984    203,481 
 Annual leave provision                                 30,446     23,621 
                                                       488,963    433,482 
 ==============================================  =============  ========= 
 
  (b) Non-Current Provisions: 
 Provisions for the protection against 
  mining damage at Debiensko(1)                        269,564    282,951 
                                                       269,564    282,951 
 ==============================================  =============  ========= 
 

Note:

(1) As Debiensko was previously an operating mine, the Group has provided for the pay out of mining land damages to surrounding land owners who have made a legitimate legal claim under Polish law.

(2) The Kaczyce 1 tenement which provides the Group with the ability to extract gas expired on 28 January 2023 . The Group has provided for the costs of its closure.

 
                                                       31 December      30 June 
                                                              2022         2022 
                                               Note              $            $ 
-------------------------------------------  ------  -------------  ----------- 
  10. CONTRIBUTED EQUITY 
  (a) Issued and Unissued Capital 
 228,355,089 (30 June 2022: 228,355,089)       10 
  fully paid ordinary shares                   (b)      75,810,040   75,810,040 
 Loan Note 2 exchangeable into fully 
  paid ordinary shares at $0.46 per share, 
  net of transaction costs(1)                            2,600,012    2,600,012 
 Total Contributed Equity                               78,410,052   78,410,052 
===========================================  ======  =============  =========== 
 

Note:

(1) On 2 July 2017, GreenX and CD Capital completed an investment of US$2.0 million (A$2.6 million) in the form of the non-redeemable, non-interest-bearing convertible Loan Note 2. The Loan Note 2 is convertible into ordinary shares of GreenX at an issue price of A$0.46 per share and is accounted for as equity (in full).

Other key terms of the Loan Note 2 are included in the 2022 Annual Report.

   (b)        Movements in fully paid ordinary shares during the past six months 

There were no movements in fully paid ordinary shares during the past six months.

 
                                                   31 December 2022    30 June 2022 
                                          Note                    $               $ 
--------------------------------------  -------  ------------------  -------------- 
  11. RESERVES 
 Share-based payments reserve            11 (a)           4,558,339       4,558,339 
 Foreign currency translation reserve                       237,412         287,891 
 Other equity reserve                                     6,207,493       6,207,493 
                                                         11,003,244      11,053,723 
======================================  =======  ==================  ============== 
 
   (a)        Movements in share-based payments reserve during the past six months 

There were no movements in share based payments during the past six months.

   12.        CONTINGENT ASSETS AND LIABILITIES 

There have been no changes to contingent assets or liabilities since the date of the last annual report.

   13.        FINANCIAL INSTRUMENTS 

The Group's financial assets and liabilities, which comprise of cash and cash equivalents, trade and other receivables, trade and other payables and other financial liabilities, may be impacted by foreign exchange movements. At 31 December 2022 and 30 June 2022, the carrying value of the Group's financial assets and liabilities approximate their fair value.

   14.        DIVIDENDS PAID OR PROVIDED FOR 

No dividend has been paid or provided for during the half-year (31 December 2021: nil).

   15.        SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD 

Subsequent to the half year, the Company announced the Placing to issue 12.4 million new ordinary shares to raise gross proceeds of approximately GBP3.9 million (A$6.8 million) from new and existing UK and European investors and some Australian investors. Due to high demand, directors resolved to increase the Placing to issue 14.1 million new ordinary shares to raise total gross proceeds of approximately GBP4.4 million (A$7.7 million). The Placing shares were issued on 14 March 2023.

Other than as outlined above, there were no significant events occurring after balance date requiring disclosure.

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March 15, 2023 03:00 ET (07:00 GMT)

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