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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Atalaya Mining Plc | LSE:ATYM | London | Ordinary Share | CY0106002112 | ORD 7.5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -2.00 | -0.45% | 447.00 | 445.50 | 447.50 | 455.00 | 441.50 | 455.00 | 113,014 | 16:35:24 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Metal Mining Services | 341.98M | 38.77M | 0.2772 | 16.09 | 623.86M |
From May 2019 to May 2024
TIDMATYM
RNS Number : 1053P
Atalaya Mining PLC
24 May 2018
24 May 2018
Atalaya Mining Plc.
("Atalaya" and/or the "Group")
Interim Financial Statements for the three months ended 31 March 2018
Atalaya Mining Plc (AIM: ATYM; TSX: AYM) is pleased to announce its unaudited quarterly results for the three months ended 31 March 2018, together with the unaudited, condensed, interim consolidated financial statements.
Operational Highlights
Proyecto Riotinto
-- Copper production during the three months ended 31 March 2018 ("Q1 2018") was 9,441 tonnes, an increase of 7.2% compared with 8,805 tonnes produced during the three months ended 31 March 2017 ("Q1 2017").
-- Ore processed during Q1 2018 was 2,206,861 tonnes in line with Q1 2017 when ore processed was 2,196,299 tonnes.
-- Copper recovery during the quarter was 88.47% significantly above Q1 2017 which was 84.63%.
-- The Company maintains its previously stated copper production guidance for 2018 of 37,000 - 40,000 tonnes.
Expansion to 15Mtpa at Proyecto Riotinto
-- The expansion project to 15Mtpa is moving ahead according to schedule. Overall progress completion is 27% with procurement reporting 26% and engineering 60% completed. Civil engineering works at the new concentrate handling area are well advanced and earthworks at the flotation area are progressing according to internal expectations. The milling area is the critical path to completion.
-- The expansion project is scheduled for mechanical completion for Q2 2019.
Proyecto Touro
-- Key highlights of the pre-feasibility study completed in April 2018 for a proposed open pit copper mine and concentrator:
o Average yearly production of 30,000 tonnes of copper and 70,000 ounces of silver in concentrate.
o NPV post-tax at 8% discount rate of $180 million using long term copper price of US3.00/lb.
o Estimated average C1 cash cost of US$1.73/lb of payable Cu and AISC of US$1.85/lb of payable Cu net of silver credits.
o Pre-production capital expenditure of US$165 million with an additional expansion capital estimate of US$30 million in year eight.
o LOM sustaining capital expenditure of US$55 million.
o 2 years of development and 12 years of operation, with very clean high-grade copper concentrates.
Financial Highlights
-- Revenues of EUR52.7 million for Q1 2018 compared with EUR25.6 million in Q1 2017.
-- Cash costs during Q1 2018 were $2.27/lb of payable copper, a decrease from cash costs of $2.35/lb of payable copper in Q4 2017 but higher than Q1 2017 ($1.64/lb). The decrease was mainly to the result of lower processing costs and higher volume of copper concentrate sold. All-in sustaining costs ("AISC") during Q1 2018 amounted to $2.65/lb of payable copper, a decrease from $2.94/lb of payable copper during Q4 2017 but higher than Q1 2017 ($2.01/lb).
-- Management expects cash costs for the year to remain within the guidance range provided of $2.15/lb to $2.30/lb and AISC from $2.50/lb to $2.60/lb.
Financial Highlights (continued)
-- Positive Earnings Before Interest, Taxation, Depreciation and Amortisation ("EBITDA") of EUR15.0 million in Q1 2018 compared with EUR12.6 million in Q1 2017. The increase in EBITDA was mainly a result of the increase in the volume of copper concentrate sold and higher realised copper prices, partly offset by higher operating costs.
-- Q1 2018 profit after tax amounted to EUR8.8 million (or 6.5 cents per share on a fully diluted basis) compared with a profit for Q1 2017 of EUR5.7 million (or 4.8 cents per share on a fully diluted basis).
-- Inventories of concentrate at 31 March 2018 amounted to EUR0.7 million (EUR4.8 million at 31 December 2017).
-- Working capital surplus has positively increased over the quarter as a result of cash generated from operations. At the end of Q1 2018 working capital was EUR26.8 million, a EUR4.7 million increase from EUR22.1 million at the end of Q4 2017. Unrestricted cash balances as at 31 March 2018 amounted to EUR52.3 million.
-- Cash flow from operating activities before changes in working capital was EUR15.2 million for Q1 2018 compared with a cash flow of EUR12.3 million during Q1 2017.
-- Net cash flow from operating activities after changes in working capital was EUR18.4 million for Q1 2018 compared with a cash flow of EUR14.3 million during Q1 2017.
Corporate Highlights
-- As previously announced, on 13 February 2018, Atalaya agreed to issue 192,540 new ordinary shares to satisfy the first two instalments of the Rumbo royalty. On 5 April 2018, it agreed to issue a further 1,600,907 new ordinary shares to purchase the remaining royalty. There are now no ongoing obligations in relation to the Rumbo royalty.
-- On 9 and 10 May 2018, the appeal hearing for the Astor case took place in the Court of Appeal in London. The Company expects the ruling to be issued in the coming months.
Alberto Lavandeira, CEO commented:
"This quarter's financial results continue to reflect the steady improvement in performance of the Riotinto plant. This gives us confidence that the expansion project, which is well advanced, together with Proyecto Touro, will provide Atalaya with the growth it needs to establish itself as a mid-tier copper producer in Europe."
About Atalaya Mining Plc
Atalaya is an AIM and TSX listed mining and development group which produces copper concentrates and silver by-product at its wholly owned Proyecto Riotinto site in southwest Spain. In addition, the Group has a phased, earn-in agreement for up to 80% ownership of Proyecto Touro, a brownfield copper project in the northwest of Spain which is currently in the permitting stage. For further information, visit www.atalayamining.com
This announcement contains information which, prior to its publication constituted inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.
Contacts:
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Premium
Newgate Communications Charlie Chichester / James +44 20 7680
(Financial PR) Ash / James Browne 6550
+44 20 3170
4C Communications Carina Corbett 7973
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Martin Davison / Henry
Canaccord Genuity (NOMAD Fitzgerald-O'Connor / James +44 20 7523
and Joint Broker) Asensio 8000
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BMO Capital Markets (Joint Jeffrey Couch / Neil Haycock +44 20 7236
Broker) / Tom Rider 1010
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Management's review
(All amounts in Euro thousands unless otherwise stated)
For the three months to 31 March 2018 and 2017 - (Unaudited)
ATALAYA MINING PLC
MANAGEMENT'S REVIEW AND
CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
31 March 2018
(UNAUDITED)
Notice to Reader
The accompanying unaudited, condensed, interim consolidated financial statements of Atalaya Mining Plc have been prepared by and are the responsibility of Atalaya Mining Plc's management. The unaudited, condensed, interim consolidated financial statements have not been reviewed by Atalaya's auditors.
Introduction
This report provides an overview and analysis of the financial results of operations of Atalaya Mining Plc and its subsidiaries ("Atalaya" and/or "Group"), to enable the reader to assess material changes in the financial position between 31 December 2017 and 31 March 2018 and results of operations for the three months ended 31 March 2018 and 2017.
This report has been prepared as of 23 May 2018. The analysis, hereby included, is intended to supplement and complement the unaudited, condensed, interim consolidated financial statements and notes thereto ("Financial Statements") as at and for the three months ended 31 March 2018. The reader should review the Financial Statements in conjunction with the review of this report and with the audited, consolidated financial statements for the year ended 31 December 2017, and the unaudited, condensed interim consolidated financial statements for the three months ended 31 March 2017. These documents can be found on Atalaya's website at www.atalayamining.com.
Atalaya prepares its Financial Statements in accordance with International Financial Reporting Standards ("IFRSs"). The currency referred to in this document is the Euro, unless otherwise specified.
Forward-looking statements
This report may include certain "forward-looking statements" and "forward-looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterised by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Assumptions upon which such forward-looking statements are based include that all required third party regulatory and governmental approvals will be obtained. Many of these assumptions are based on factors and events that are not within the control of Atalaya and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include changes in market
conditions and other risk factors discussed or referred to in this report and other documents filed with the applicable securities regulatory authorities. Although Atalaya has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Atalaya undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
1. Description of the business
Atalaya is a Cyprus based copper producer with mining interests in Spain. The Company is listed on the AIM Market of the London Stock Exchange ("AIM") and on the Toronto Stock Exchange ("TSX").
Proyecto Riotinto, wholly owned by the Company's subsidiary Atalaya Riotinto Minera, S.L.U., is located in Huelva, Spain. The Group operates the Cerro Colorado open-pit mine and its associated processing plant where copper in concentrate and silver by-product are produced. A brownfield expansion of the plant is in progress.
The Group has an initial 10% stake in Cobre San Rafael, S.L., the owner of Proyecto Touro, as part of an earn-in agreement which will enable the Group to acquire up to 80% of the copper project. Proyecto Touro is located in Galicia, north-west Spain.
2. Overview of operational results
Proyecto Riotinto
The following table presents a summarised statement of operations of Proyecto Riotinto for the three months ended 31 March 2018 and 2017.
Three months Three months ended Three months ended
Units expressed in accordance with the ended 31 Mar 2017 31 Dec 2017
international system of units (SI) Unit 31 Mar 2018
Ore mined t 2,559,201 2,312,590 2,509,288
Ore processed t 2,206,861 2,196,299 2,271,683
Copper ore grade % 0.48 0.48 0.44
Copper concentrate grade % 22.25 21.91 22.29
Copper recovery rate % 88.47 84.63 86.11
Copper concentrate t 42,429 40,182 38,684
Copper contained in concentrate t 9,441 8,805 8,622
Payable copper contained in concentrate t 9,016 8,403 8,235
Cash cost* $/lb payable 2.27 1.64 2.35
All-in sustaining cost* $/lb payable 2.65 2.01 2.94
(*) Refer to Section 5 of this Management's Review
Note: The numbers in the above table may slightly differ among them due to rounding.
Three months operational review
Copper production at Proyecto Riotinto for Q1 2018 has increased to 9,441 tonnes from 8,805 tonnes reported in Q1 2017, and 8,622 tonnes in Q4 2017, representing an increase of 7.1% and 9.5%, respectively. This is Atalaya's second highest quarterly production on record. Ore milled was consistent with previous quarters and in line with management's expectations. Copper head grade reported an improvement versus Q4 2017, in line with expectations. The increase in copper production during the quarter is mainly attributable to a record average recovery of 88.47%.
Mining operations are running at similar levels to previous quarters. On a combined basis, ore, waste and marginal ore amounted to 3.0Mm(3) in Q1 2018 versus 3.1Mm(3) in Q4 2017. During the first three weeks of March 460 litres/m(2) of rainfall were registered, which for such a short period of time was significant in the region. The open pit lower benches were partially affected by this heavy rainfall. Mining operations were rescheduled and mine planning was adjusted with no impact on production. Improvements to the processing plant reported not only higher copper recovery but also better utilisation rates.
The Company's continuous improvements programme reported the installation of an additional secondary cone crusher with completion estimated during Q2 2018. Modifications to current screening and crushing arrangements are under evaluation as part of a de-bottlenecking exercise. Structural steel fabrication of the dome to cover the coarse ore stockpile is well advanced, with construction scheduled to commence in Q2 2018. Completion of the dome is estimated by mid Q3 2018.
Dewatering of the Atalaya pit is ongoing as previously reported. Dewatering of Cerro Colorado has been restarted after the heavy rainfall in March and was completed at the end of April 2018.
During Q1 2018, the Group sold 48,682 tonnes of concentrates, compared with 39,925 tonnes in Q4 2017 and 22,103 tonnes in Q1 2017. On-site concentrate inventories at the end of the quarter were approximately 1,121 tonnes. All concentrate in stock at the beginning of the quarter and produced during the quarter was delivered to the port at Huelva.
Exploration has successfully performed a validation process of the Cerro Colorado drill hole database. The database incorporates all exploration drilling completed since April 2016. An updated resources and reserves estimate is well advanced and is expected to be released before the end of Q2 2018. Results of the VTEM survey have been received, with targets prioritised for drilling in the coming months.
The archaeological exploration programme under way in a section of the northern wall of Cerro Colorado pit remains on schedule, and is expected to last for the duration of 2018.
2. Overview of operational results (continued)
Expansion to 15Mtpa at Proyecto Riotinto
The expansion project to 15Mtpa is progressing according to schedule. Overall progress completion is 27% with procurement reporting 26% and engineering 60% completed. Civil engineering works at the new concentrate handling area are well advanced while earthworks at the flotation area are progressing according to internal expectations. The milling area is the critical path to completion.
The expansion project is scheduled for mechanical completion at the end of Q2 2019.
Proyecto Touro
Findings of the pre-feasibility study completed in April 2018 for a proposed copper open pit mine and concentrator are summarised as follows:
Strong Project Economics
-- NPV post-tax at 8% discount rate of $180 million using long term copper price of US3.00/lb -- Unlevered IRR of 20.5% -- Total free cash flow of $489 million -- Annual average free cash flow of $60m from commercial production
Low cost Operations
-- Estimated average C1 cash costs of US$1.73/lb of payable Cu net of silver credits
-- All-in sustaining costs ("AISC") of US$1.85/lb of payable Cu net of silver credits
Capital Costs and Infrastructure
-- Pre-production capital expenditure of $165 million with an additional expansion capital estimate of $30 million in year eight
-- Low LOM sustaining capital expenditure of $55 million
Project Parameters
-- Contained copper, within P&P reserves only, is estimated at 392,000 tonnes and 2.1 million ounces of silver
-- 2 years of development and 12 years of operation
-- Average yearly production of 30,000 tonnes copper and 70,000 ounces of silver in concentrate
-- Shallow open pit mining with low waste-to-ore ratio of 2.43 -- Very clean high-grade copper concentrates
Permitting of Proyecto Touro continues as anticipated. Detailed reports have been expanded to address certain project improvements and recommendations received from the public hearing process. These reports will be submitted to the authorities during Q2 2018.
Geological mapping and geochemistry are ongoing on exploration concessions around Proyecto Touro. Results of the VTEM survey were received and are under internal assessment.
3. Outlook
The forward-looking information contained in this section is subject to the risk factors and assumptions contained in the cautionary statement on forward-looking statements included in the introduction note of this report.
Operational guidance
Proyecto Riotinto operational guidance for 2018 remains as follows:
Range
Unit 2018
Ore processed million tonnes 9.6
Contained copper tonnes 37,000 - 40,000
Copper head grade for 2018 was budgeted to average between 0.47% and 0.50% Cu, with a recovery rate of approximately 84% to 86%. Cash operating costs for 2018 are expected to be in the range of $2.15/lb - $2.30/lb, and AISC is estimated to be in the range of $2.50/lb - $2.60/lb.
4. Overview of the financial results
The following table presents summarised consolidated income statements for the three months ended 31 March 2018, with comparatives for the three months ended 31 March 2017.
Three months ended Three months ended
31 Mar 2018 31 Mar 2017 *restated
(Euro 000's)
Sales 52,676 25,648
Total operating costs (36,426) (11,507)
Corporate expenses (1,053) (1,409)
Exploration expenses (199) (133)
Other income - 4
------------------- -----------------------
EBITDA 14,998 12,603
Depreciation/amortisation (4,100) (4,516)
Net foreign exchange gain/(loss) 170 (274)
Net finance cost (7) (249)
Tax charge (2,271) (1,867)
------------------- -----------------------
8,790 5,697
------------------- -----------------------
(*) Refer to Note 2.1. (c)
Three months financial review
Revenues for the three month period ended 31 March 2018 amounted to EUR52.7 million (Q1 2017: EUR25.6 million). Higher revenues, compared with the same quarter in the previous year, were mainly driven by higher volumes of concentrate sold and an increase in copper prices.
Realised prices of $3.03/lb copper during Q1 2018 compared with $2.48/lb copper in Q1 2017. All concentrates were sold under offtake agreements in place. The Group did not enter into any hedging agreements in Q1 2018.
Operating costs for the three month period ended 31 March 2018 amounted to EUR36.4 million, compared with EUR11.5 million in Q1 2017. The increase was mainly due to higher mining and processing variable costs directly attributable to the higher volume of concentrates sold in the period in addition to significantly lower capitalised stripping costs.
Cash costs of $2.27/lb payable copper during Q1 2018 compared with $1.64/lb payable copper in the same period last year. Cash costs were impacted by higher mining and maintenance costs due to a higher copper production in the period and lower capitalised stripping costs compared with Q1 2017. Capitalised stripping costs during Q1 2018 amounted to EUR0.3 million compared with EUR3.8 million in Q1 2017. All-in sustaining costs in the reporting quarter were $2.65/lb payable copper compared with $2.01/lb payable copper in Q1 2017. The increase in AISC compared with Q1 2018 mainly related to higher cash costs.
Sustaining capex for Q1 2018 amounted to EUR2.7 million compared with EUR0.6 million in Q1 2017. Sustaining capex related to continuous development programmes at the tailings storage facilities, optimisation of the flotation circuit and other processing systems.
Corporate expenses amounted to EUR1.1 million (Q1 2017: EUR1.4 million) and include non-operating costs of the Cyprus office, corporate legal and consultancy costs, on-going listing costs, officers and directors' emoluments, and salaries and related costs of the corporate office.
Exploration costs at Proyecto Riotinto for the three month period ended 31 March 2018 amounted to EUR0.2 million compared with EUR0.1 million in Q1 2017. All exploration costs at Proyecto Touro are capitalised.
EBITDA for the three months ended 31 March 2018 amounted to EUR15.0 million as compared to Q1 2017 of EUR12.6 million.
The main item below the EBITDA line is depreciation and amortisation of EUR4.1 million (Q1 2017: EUR4.5 million). Net financing costs for Q1 2018 amounted to EUR7k compared with EUR249k in Q1 2017.
Realised copper prices
The average prices of copper for the three months ended 31 March 2018 and 2017 are summarised below:
Three months ended Three months ended
31 Mar 2018 31 Mar 2017
(USD)
Realised copper price per lb 3.03 2.48
Market copper price per lb (period average) 3.16 2.64
Realised copper prices for the reporting period noted above have been calculated using payable copper and including provisional invoices and final settlements of quotation periods ("QPs") together. Lower realised prices than market averages are mainly due to the final settlement of invoices where QP was fixed in the previous quarter due to a short open period when copper prices were lower. The realised price of shipments during the quarter excluding QP was approximately $3.12/lb.
The Group had no hedges during the three month period ended 31 March 2018.
5. Non-GAAP Measures
Atalaya has included certain non-IFRS measures including "EBITDA", "Cash Cost per pound of payable copper", "All In Sustaining Costs" ("AISC") and "realised prices" in this report. Non-IFRS measures do not have any standardised meaning prescribed under IFRS, and therefore they may not be comparable to similar measures presented by other companies. These measures are intended to provide additional information and should not be considered in isolation or as a substitute for indicators prepared in accordance with IFRS.
EBITDA includes gross sales net of penalties and discounts and all operating costs, excluding finance, tax, impairment, depreciation and amortisation expenses.
Cash Cost per pound of payable copper includes cash operating costs, including treatment and refining charges ("TC/RC"), freight and distribution costs net of by-product credits. Cash Cost per pound of payable copper is consistent with the widely accepted industry standard established by Wood Mackenzie and is also known as the C1 cash cost.
AISC per pound of payable copper includes C1 Cash Costs plus royalties and agency fees, expenditures on rehabilitation, capitalised stripping costs, exploration and geology costs, corporate costs and sustaining capital expenditures.
During the final quarter of 2017, Atalaya carried out an exhaustive analysis of the methodology applied to the C1 cash cost and AISC. As a result of the analysis, management changed the methodology used when calculating C1 and AISC in the first three quarters of 2017. A full reconciliation including Q1 2017 is included in section iii of the performance review in 2017 Annual Report.
Realised price per pound of payable copper is the value of the copper payable included in the concentrate produced before deducting the penalties, discounts, credits and other features governed by the offtake agreements of the Group and all discounts or premiums provided in commodity hedge agreements with financial institutions, expressed in USD per pound of payable copper. Realised price is consistent with the widely accepted industry standard definition.
6. Liquidity and capital resources
Atalaya monitors factors that could impact its liquidity as part of Atalaya's overall capital management strategy. Factors that are monitored include, but are not limited to, the market price of copper, foreign currency rates, production levels, operating costs, capital and administrative costs.
The following is a summary of Atalaya's cash position and cash flows as at 31 March 2018 and 31 December 2017.
Liquidity information
31 March 2018 31 December
2017
(Euro 000's)
Unrestricted cash and cash equivalents 52,290 42,606
Restricted cash 250 250
Working capital surplus 26,827 22,137
Unrestricted cash and cash equivalents as at 31 March 2018 increased to EUR52.3 million from EUR42.6 million at 31 December 2017. The increase in cash balances is the result of net cash flow incurred in the period. Cash balances are unrestricted and include balances at operational and corporate level, including the proceeds of the capital raise in Q4 2017.
Restricted cash remains at EUR0.3 million as at 31 March 2018 and mainly relates to deposit bond guarantees.
6. Liquidity and capital resources (continued)
As of 31 March 2018, Atalaya reported a working capital surplus of EUR26.8 million, compared with a working capital surplus of EUR22.1 million at 31 December 2017. The surplus results from the equity raised in Q4 2017. The main liability of the working capital is trade payables. The principal trade payable account relates to the main contractor where the Group has reached certain agreements to reduce the amount due progressively during 2018.
In June 2017, the Group completed repayment of EUR16.9 million to the Social Security's General Treasury in Spain. The debt liability was incurred by the former owners of the assets. Repayment was completed according to the agreed repayment schedule.
In 2016, the Group entered into a US$14 million copper concentrate prepayment agreement with Transamine Trading, S.A. an independent and privately owned commodity trader company based in Geneva. The duration of the prepayment was from 1 January 2017 to 31 December 2018 with terms at market conditions and the settlement was agreed to be paid through deductions form payments received for each shipment. On 15 September 2017, the Group fully settled the prepayment ahead of schedule. During December 2017, the Group decided not to extend the contract on the same terms during 2018 as permitted under the original agreement.
Overview of the Group's cash flows
Three months ended Three months ended
31 Mar 2018 31 Mar 2017
(Euro 000's)
Cash flows from operating activities 18,377 14,275
Cash flows used in investing activities (8,741) (5,399)
Cash flows from financing activities 48 -
------------------- -------------------
Net increase in cash and cash equivalents 9,684 8,876
=================== ===================
Three months cash flows review
Cash and cash equivalents increased by EUR9.7 million during the three months ended 31 March 2018. This was due to the net results of cash from operating activities amounting to EUR18.4 million, cash used in investing activities amounting to EUR8.7 million and cash from financing activities amounting to EUR0.1 million.
Cash generated from operating activities before working capital changes was EUR15.2 million. Atalaya increased its trade receivables in the period by EUR1.0 million, decreased its inventory levels by EUR4.1 million and increased its trade payables by EUR0.1 million.
Investing activities during the quarter consumed EUR8.7 million, relating mainly to the expansion project Capex and sustaining capex for the tailings deposits perimetric channel.
Foreign exchange
Foreign exchange rate movements can have a significant effect on Atalaya's operations, financial position and results. Atalaya's sales are denominated in U.S. dollars ("USD"), while Atalaya's operating expenses, income taxes and other expenses are mainly denominated in Euros ("EUR"), and to a much lesser extent in British Pounds ("GBP").
Accordingly, fluctuations in the exchange rates can potentially impact the results of operations and carrying value of assets and liabilities on the balance sheet.
During the three months ended 31 March 2018, Atalaya recognised a foreign exchange profit of EUR0.2 million. Foreign exchange losses mainly related to change in the period end EUR and USD conversion rates, as all sales are cashed and occasionally held in USD.
The following table summarises the movement in key currencies versus the EUR:
Three months ended Three months ended
31 Mar 2018 31 Mar 2017
Average rates for the periods
GBP - EUR 0.8833 0.8607
USD - EUR 1.2292 1.0655
Spot rates as at
GBP - EUR 0.8749 0.8620
USD - EUR 1.2321 1.0736
In February 2017, the Group entered into certain foreign exchange hedging contracts to offset the agreements in force as at 31 December 2016. During Q1 2018, Atalaya did not have any currency hedging agreements.
Further information on the hedging agreements is disclosed in the unaudited, condensed interim consolidated financial statements that follow (Note 15).
7. Rumbo royalty and deferred consideration
Rumbo royalty
In July 2012, Atalaya Riotinto Minera, S.L. signed a royalty agreement with Rumbo 5 Cero, S.L. ("Rumbo"), at which Rumbo was entitled to receive a royalty payment of up to US $250,000 per quarter if the average copper sales price or LME price for the period is equal or upper $2.60/lb for ten years up to a maximum amount of US$10,000,000. As the average copper price for the third and fourth quarters of 2017 were above $2.60/lb, the company needed to pay a royalty amounting to $500,000 to Rumbo. On 8 February 2018, the companies agreed to satisfy this payment through an issuance of 192,540 new ordinary shares at GB GBP7.5p.
On 5 April 2018, the Company signed with Rumbo a contract to purchase the remaining royalty agreement for a total consideration of US$4,750,000 to be paid through the issuance of 1,600,907 new ordinary shares of GB GBP7.5p.
Deferred consideration - Astor case
On 6 March 2017, judgment in the case (the "Astor Case") brought by Astor Management AG ("Astor") was handed down in the High Court of Justice in London (the "Judgment"). On 31 March 2017, declarations were made by the High Court which gave effect to the Judgment.
In summary, the High Court found that the deferred consideration of EUR43.8 million (the "Deferred Consideration"), potentially payable to Astor under the master agreement entered into in 2008 between inter alia the Company and Astor (the "Master Agreement"), did not start to become payable when permit approval was granted for Proyecto Riotinto. In addition, the intra-group loans by which funding for the restart of mining operations was made available to the Company's subsidiary, Atalaya Riotinto Minera S.L. did not constitute a "Senior Debt Facility" so as to trigger payment of the Deferred Consideration. Accordingly, the first instalment of the Deferred Consideration has not fallen due.
Astor failed to show that there had been a breach of the all reasonable endeavours obligation contained in the Master Agreement to obtain a senior debt facility or that the Group had acted in bad faith in not obtaining a senior debt facility. While the Court confirmed that the Group was not in breach of any of its obligations, the Master Agreement and its provisions remain in place. Accordingly, other than up to US$10 million a year which may be required for non-Proyecto Riotinto related expenses, Atalaya Riotinto Minera S.L. cannot make any dividend, distribution or any repayment of the money lent to it by companies in the Group until the consideration under the Master Agreement (including the Deferred Consideration) has been paid in full.
As a consequence, the Judgment requires that, in accordance with the Master Agreement, Atalaya Riotinto Minera S.L. must apply any excess cash (after payment of operating expenses, sustaining capital expenditure, any senior debt service requirements and up to US$10 million (for non-Proyecto Riotinto related expenses)) to pay the consideration due to Astor (including the Deferred Consideration and the amount of EUR9.1 million payable under the loan assignment agreement between the parties) early. The Court confirmed that the obligation to pay consideration early out of excess cash does not apply to the up-tick payments of up to EUR15.9 million (the "Up-tick Payments") and the Judgment notes that the only situation in which the Up-tick Payments could ever become payable is in the unlikely event that mining operations stop at Proyecto Riotinto and a senior debt facility is then secured for a sum sufficient to restart mining operations. Accordingly, the Group has recorded the liability of EUR53 million.
On 25 April 2017, Atalaya and Astor applied for permission to appeal to the Court of Appeal. On 11 August 2017, the Court of Appeal granted permission to both parties to appeal (although it rejected three of Astor's seven grounds). The Appeal has taken place on 9 and 10 May 2018 and the Group expects the ruling to be issued in the coming months.
More details on the Astor Case are included in Note 14 of the unaudited, condensed, interim, consolidated financial statements that follow.
8. Risk factors
Due to the nature of Atalaya's business in the mining industry, the Group is subject to various risks that could materially impact the future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to Atalaya. Readers are encouraged to read and consider the risk factors detailed in Atalaya's audited, consolidated financial statements for the year ended 31 December 2017.
9. Critical accounting policies, estimates and accounting changes
The preparation of Atalaya's Financial Statements in accordance with IFRS requires management to make estimates and assumptions that affect amounts reported in the Financial Statements and accompanying notes. There is a full discussion and description of Atalaya's critical accounting policies in the audited consolidated financial statements for the year ended 31 December 2017.
10. Other information
Additional information about Atalaya Mining Plc. is available at www.atalayamining.com
Condensed interim consolidated income Three months Three
statements ended months
(All amounts in Euro thousands unless 31 March ended
otherwise stated) 2018 31 March
For the three months to 31 March 2018 Notes 2017 *restated
and 2017 - (Unaudited)
Gross sales 52,676 25,648
Realised gains on derivative financial -
instruments held for trading
============= ================
Sales 52,676 25,648
Operating costs and mine site administrative
expenses (36,392) (11,498)
Mine site depreciation and amortization (4,100) (4,513)
============= ================
Gross income 12,184 9,637
Corporate expenses (1,049) (1,402)
Corporate depreciation - (3)
Share based benefits (38) (16)
Exploration expenses (199) (133)
Operating profit 10,898 8,083
Other income - 4
Net foreign exchange gain/(loss) 170 (274)
Net finance costs (7) (249)
Profit before tax 11,061 7,564
Tax charge (2,271) (1,867)
============= ================
Profit for the period 8,790 5,697
============= ================
Profit for the period attributable
to:
* Owners of the parent 8,857 5,697
(67) -
* Non-controlling interests
8,790 5,697
============= ================
Earnings per share from operations
attributable to equity holders of
the parent during the period :
Basic earnings per share (expressed
in cents per share) 5 6.5 4.9
============= ================
Fully diluted earnings per share (expressed
in cents per share) 5 6.5 4.8
============= ================
Profit for the period
Other comprehensive income: 8,790 5,697
Change in value of available-for-sale
investments 3 (34)
Total comprehensive profit for the
period 8,793 5,663
============= ================
Total comprehensive profit for the
period attributable to:
* Owners of the parent 8,860 5,663
(67) -
* Non-controlling interests
8,793 5,663
============= ================
(*) Refer to Note 2.1. (c)
The notes on pages 12 to 26 are an integral part of these condensed interim consolidated financial statements.
Condensed interim consolidated statements 31 March 31 December
of financial position Note 2018 2017
(All amounts in Euro thousands unless
otherwise stated)
As at 31 March 2018 and 31 December
2017 - (Unaudited)
(Euro 000's)
Assets
Non-current assets
Property, plant and equipment 6 205,064 199,458
Intangible assets 7 73,151 73,700
Trade and other receivables 9 218 212
Deferred tax asset 10,064 10,130
======== ===========
288,497 283,500
======== ===========
Current assets
Inventories 8 9,594 13,674
Trade and other receivables 9 35,163 34,213
Available-for-sale investments 132 129
Cash and cash equivalents 52,540 42,856
======== ===========
97,429 90,872
======== ===========
Total assets 385,926 374,372
======== ===========
Equity and liabilities
Equity attributable to owners of the
parent
Share capital 10 13,211 13,192
Share premium 10 310,032 309,577
Other reserves 11 11,228 6,137
Accumulated losses (82,720) (86,527)
======== ===========
251,751 242,379
Non-controlling interests 4,407 4,474
-------- ===========
Total equity 256,158 246,853
-------- ===========
Liabilities
Non-current liabilities
Trade and other payables 12 63 74
Provisions 13 6,103 5,727
Deferred consideration 14 53,000 52,983
======== ===========
59,166 58,784
======== ===========
Current liabilities
Trade and other payables 12 67,644 67,983
Current tax liabilities 2,958 752
70,602 68,735
======== ===========
Total liabilities 129,768 127,519
======== ===========
Total equity and liabilities 385,926 374,372
======== ===========
The notes on pages 12 to 26 are an integral part of these condensed interim consolidated financial statements
.
Condensed interim
consolidated
statements of changes in
equity
(All amounts in Euro
thousands
unless otherwise stated)
For the three months to
31
March 2018 and 2017 -
(Unaudited)
Share Share Other Accum. Non-controlling Total
(Euro 000's) capital premium reserves losses Total interest equity
----------------
At 1 January 2017
restated 11,632 277,238 5,667 (104,316) 190,221 - 190,221
Profit for the period
*restated - - - 5,967 5,967 - 5,967
Change in value of
available-for-sale
investment - - (34) - (34) - (34)
Depletion factor - - 450 - 450 - 450
Recognition of share
based
payments - - 16 - 16 - 16
========== ========== ========== ============ ========== ---------------- ==========
At 31 March 2017 restated 11,632 277,238 6,099 (98,349) 196,620 - 196,620
Profit for the period
restated - - - 12,272 12,272 (28) 12,244
Issue of share capital 1,560 33,182 - - 34,742 - 34,742
Share issue costs - (843) - - (843) - (843)
Depletion factor - - - (450) (450) - (450)
Change in value of
available-for-sale
investment - - (98) - (98) - (98)
Recognition of share
based
payments - - 136 - 136 - 136
Non-controlling interests - - - - - 4,502 4,502
---------- ---------- ---------- ------------ ---------- ---------------- ----------
At 31 December 2017/1
January
2018 13,192 309,577 6,137 (86,527) 242,379 4,474 246,853
Profit for the period - - - 8,857 8,857 (67) 8,790
Issue of share capital 19 455 - - 474 - 474
Change in value of
available-for-sale
investment - - 3 - 3 - 3
Depletion factor - - 5,050 (5,050) - - -
Recognition of share
based
payments - - 38 - 38 - 38
At 31 March 2018 13,211 310,032 11,228 (82,720) 251,751 4,407 256,158
========== ========== ========== ============ ========== ================ ==========
(*) Refer to Note 2.1. (c)
The notes on pages 12 to 26 are an integral part of these condensed interim consolidated financial statements.
Condensed interim consolidated statements Three months Three
of cash flows ended months
(All amounts in Euro thousands unless otherwise 31 March ended
stated) Notes 2018 31 March
For the three months to 31 March 2018 and 2017 *restated
2017 - (Unaudited)
(Euro 000's)
Cash flows from operating activities
2
(i)
Profit before tax (c) 11,061 7,564
Adjustments for:
Depreciation of property, plant and equipment 6 3,070 3,526
Amortisation of intangibles 7 1,030 990
Recognition of share-based payments 11 38 16
Interest income 4 (20) (16)
Interest expense 4 1 241
Rehabilitation cost 4 26 24
Unrealised foreign exchange loss on financing
activities (45) (75)
============= ================
Cash inflows from operating activities
before working capital changes 15,161 12,270
Changes in working capital:
Inventories 8 4,080 (13,239)
Trade and other receivables 9 (956) 8,359
Trade and other payables 12 76 7,150
Deferred consideration 14 17 -
Provisions - (24)
============= ================
Cash flows from operations 18,378 14,516
Interest paid (1) (241)
Net cash from operating activities 18,377 14,275
============= ================
Cash flows from investing activities
Purchase of property, plant and equipment (8,280) (4,294)
Purchase of intangible assets 7 (481) (1,131)
Proceeds from sale of property, plant and
equipment - 10
Interest received 4 20 16
============= ================
Net cash used in investing activities (8,741) (5,399)
============= ================
Cash flows from financing activities
Proceeds from issue of shares 48 -
============= ================
Net cash flows from financing activities 48 -
Net increase in cash and cash equivalents 9,684 8,876
Cash and cash equivalents:
At beginning of the period 42,856 1,135
============= ================
At end of the period 52,540 10,011
============= ================
(*) Refer to Note 2.1. (c)
The notes on pages 12 to 26 are an integral part of these condensed interim consolidated financial statements.
Notes to the condensed interim consolidated financial statements
(All amounts in Euro thousands unless otherwise stated)
For the three months to 31 March 2018 and 2017 - (Unaudited)
1. Incorporation and summary of business
Country of incorporation
Atalaya Mining Plc (the "Company") was incorporated in Cyprus on 17 September 2004 as a private company with limited liability under the Companies Law, Cap. 113 and was converted to a public limited liability company on 26 January 2005. Its registered office is at 1 Lampousa Street, Nicosia, Cyprus.
The Company was listed on AIM of the London Stock Exchange in May 2005 under the symbol ATYM and on the TSX on 20 December 2010 under the symbol AYM. The Company continued to be listed on AIM and the TSX as at 31 March 2018.
Additional information about Atalaya Mining Plc is available at www.atalayamining.com as per requirement of AIM rule 26.
Change of name and share consolidation
Following the Company's Extraordinary General Meeting ("EGM") on 13 October 2015, the change of name from EMED Mining Public Limited to Atalaya Mining Plc became effective on 21 October 2015. On the same day, the consolidation of ordinary shares came into effect, whereby all shareholders received one new ordinary share of nominal value Stg GBP0.075 for every 30 existing ordinary shares of nominal value Stg GBP0.0025.
Summary of business
The Company owns and operates through a wholly-owned subsidiary, Proyecto Riotinto, an open-pit copper mine located in the Pyritic belt, in the Andalusia region of Spain, approximately 65 km northwest of Seville. A brownfield expansion of this mine is in progress.
In addition, the Company has a phased earn-in agreement for up to 80% ownership of Proyecto Touro, a brownfield copper project in northwest Spain, which is currently at the permitting stage.
The Company's and its subsidiaries' business is to explore for and develop metals production operations in Europe, with an initial focus on copper.
The strategy is to evaluate and prioritise metal production opportunities in several jurisdictions throughout the well-known belts of base and precious metal mineralisation in Spain and the Eastern European region.
2. Basis of preparation and accounting policies
2.1 Basis of preparation
(a) Overview
The condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). IFRS comprise the standard issued by the International Accounting Standard Board ("IASB"), and IFRS Interpretations Committee ("IFRICs") as issued by the IASB. Additionally, the consolidated financial statements have also been prepared in accordance with the IFRS as adopted by the European Union (EU), using the historical cost convention.
These condensed interim consolidated financial statements are unaudited and include the financial statements of the Company and its subsidiary undertakings. They have been prepared using accounting bases and policies consistent with those used in the preparation of the consolidated financial statements of the Company and the Group for the year ended 31 December 2017. These condensed interim consolidated financial statements do not include all of the disclosures required for annual financial statements, and accordingly, should be read in conjunction with the consolidated financial statements and other information set out in the Company's 31 December 2017 Annual Report. The accounting policies are unchanged from those disclosed in the annual consolidated financial statements.
The Directors have formed a judgment at the time of approving the financial statements that there is a reasonable expectation that the Company and the Group have adequate available resources to continue in operational existence for the foreseeable future.
2. Basis of preparation and accounting policies (continued) (b) Going concern
These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Group will realise its assets and discharge its liabilities in the normal course of business. Management has carried out an assessment of the going concern assumption and has concluded that the Group's will generate sufficient cash and cash equivalents to continue operating for the next twelve months.
(c) 2016 Restatement
Deferred consideration (Note 14)
At the end of 2017 the discount rate used to value the liability for the deferred consideration was re-assessed to apply a risk free rate as required by IAS 37. The discounted amount, when applying this discount rate, was not considered significant and the Group has measured the liability for the deferred consideration on an undiscounted basis. The value of the liability is in line with the court ruling issued on 6 March 2017. Full details of the restatement to 2016 full year comparatives are set out in the audited, consolidated financial statements for the year ended 31 December 2017 available from the Atalaya website at www.atalayamining.com.
The Q1 2017 comparatives have been restated in line with this re-assessment as follows:
31 March 2017 The Group
--------------------------------------
Q1 2017 Q1 2017
(Euro 000's) as reported Adjustments restated
Income statement
Mine site depreciation and amortization (4,392) (121)((1) (4,513)
Gross margin 9,758 9,637
Operating profit 8,204 8,083
Finance costs (833) 584((1) (249)
Profit before tax 7,101 7,564
Tax charge (1,858) (9)(1) (1,867)
Basic earnings per share 4.5 4.9
Fully diluted earnings per share 4.4 4.8
---------------------------------------- ------------ ------------- ---------
(1) The discount rate was re-assessed considering a risk free rate for the relevant periods as required by IAS 37. Discounting the provision using the risk free rate would not result in a significant impact to the financial statements and the Group has measured the liability on an undiscounted basis. The amount of the provision is in line with the court ruling. Finance costs have been revised to exclude the unwinding of discount and amortisation charge revised based on the restated carrying amount of Intangible assets
2.2 Fair value estimation
The fair values of the Company's financial assets and liabilities approximate their carrying amounts at the reporting date.
The fair value of financial instruments traded in active markets, such as publicly traded trading and available--for--sale financial assets is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Company is the current bid price. The appropriate quoted market price for financial liabilities is the current ask price.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company uses a variety of methods, such as estimated discounted cash flows, and makes assumptions that are based on market conditions existing at the reporting date.
Fair value measurements recognised in the consolidated statement of financial position
2. Basis of preparation and accounting policies (continued)
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
-- Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
-- Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
-- Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Financial assets
(Euro 000's) Level 1 Level 2 Level 3 Total
31 March 2018
Available for sale financial assets 132 - - 132
-------- -------- -------- ------
Total 132 - - 132
-------- -------- -------- ------
31 December 2017
Available for sale financial assets 129 - - 129
-------- -------- -------- ------
Total 129 - - 129
-------- -------- -------- ------
2.3 Use and revision of accounting estimates
The preparation of the condensed interim consolidated financial statements requires the making of estimations and assumptions that affect the recognised amounts of assets, liabilities, revenues and expenses and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
2.4 Adoption of new and revised International Financial Reporting Standards (IFRSs)
The Group has adopted all the new and revised IFRSs and International Accounting Standards (IASs) which are relevant to its operations and are effective for accounting periods commencing on 1 January 2018. The adoption of these Standards did not have a material effect on the condensed interim consolidated financial statements.
-- IFRS 15 - Revenue from Contracts with Customers and Clarifications to IFRS 15 - Revenue from Contracts with Customers. New standard for recognising revenue (replaces IAS 11, IAS 18, IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31). The Company has adopted IFRS 15 as of January 1, 2018.
-- IFRS 9 - Financial Instruments and subsequent amendments. This standard replaces the classification, measurement, recognition and derecognition in accounts of financial assets and liabilities, hedge accounting, and impairment set out in IAS 39 Financial instruments: Recognition and Measurement. The Company has adopted IFRS 9 as of January 1, 2018.
-- IFRS 16 - Leases. The new standard on leases that replaces IAS 17, IFRIC 4, SIC-15 and SIC-27. Effective for annual periods beginning on or after 1 January 2019. Early adoption is permitted for entities that apply IFRS 15 at or before the date of initial application of IFRS 16. IFRS 16 introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognises a right-of-use asset representing it right to use the underlying asset and a lease liability representing its obligation to make lease payment. There are recognition exemptions for short-term leases and leases of low-value items. Lessor accounting remains similar to the current standard - i.e. lessor continue to classify leases as finance or operating leases. The Company will adopt IFRS 16 as of 1 January 2019.
2. Basis of preparation and accounting policies (continued)
2.5 Critical accounting estimates and judgements
The fair values of the Group's financial assets and liabilities approximate their carrying amounts at the reporting date. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are unchanged from those disclosed in the annual consolidated financial statements.
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
3. Business and geographical segments
Business segments
The Group has only one distinct business segment, being that of mining operations, mineral exploration and development. Copper concentrates produced by the Group are sold to three offtakers as per the relevant offtake agreement (Note 17.3)
Geographical segments
The Group's mining activities are located in Spain. The commercialisation of the copper concentrates produced in Spain is carried out in Cyprus. Corporate costs and administration costs are based in Cyprus. Intercompany transactions within the Group are on arm's length basis in a manner similar to transaction with third parties.
Cyprus Spain Other Total
(Euro 000's)
Three months ended 31 March 2018
Sales 52,676 - - 52,676
========= ========== ====== ==========
Earnings Before Interest, Tax, Depreciation
and Amortisation (EBITDA) 49,711 (34,708) (5) 14,998
Depreciation/amortisation charge - (4,100) - (4,100)
Finance income 20 - - 20
Finance cost - (27) - (27)
Foreign exchange (loss) / gain 454 (284) - 170
Profit/(Loss) for the period before
taxation 50,185 (39,119) (5) 11,061
========= ========== ======
Tax charge (2,271)
==========
Net profit for the period 8,790
==========
Total assets 59,608 326,118 200 385,926
========= ========== ====== ==========
Total liabilities (12,598) (117,112) (58) (129,768)
========= ========== ====== ==========
Depreciation of property, plant and
equipment - 3,070 - 3,070
========= ========== ====== ==========
Amortisation of intangible assets - 1,030 - 1,030
========= ========== ====== ==========
Total net additions of non-current assets - 9,096 - 9,096
========= ========== ====== ==========
Three months ended 31 March 2017 *restated
Sales 25,648 - - 25,648
========= ========== ====== ============
Earnings Before Interest, Tax, Depreciation
and Amortisation (EBITDA) 23,734 (11,140) 9 12,603
Depreciation/amortisation charge (3) (4,513) - (4,516)
Finance income - 16 - 16
Finance cost (175) (90) - (265)
Foreign exchange (loss) / gain (292) 18 - (274)
Profit/(loss) for the period before
taxation 23,264 (15,709) 9 7,564
========= ========== ======
Tax charge (1,867)
============
Net profit for the period 5,697
============
Total assets 1,852 324,921 7 326,780
========= ========== ====== ============
Total liabilities (27,602) (103,263) (19) (130,884)
========= ========== ====== ============
Depreciation of property, plant and
equipment 3 3,523 - 3,526
========= ========== ====== ============
Amortisation of intangible assets - 990 - 990
========= ========== ====== ============
Total net additions of non-current assets - 5,770 - 5,770
========= ========== ====== ============
(*) Refer to Note 2.1. (c)
4. Net finance cost
Three months Three months
ended ended
31 March 31 March
2017 2017 *restated
(Euro 000's)
Interest expense :
Debt to department of social security and
other interest 1 172
Interest on copper concentrate prepayment(1) - 69
Unwinding of discount on mine rehabilitation
provision (Note 13) 26 24
Interest income (20) (16)
7 249
------------- -----------------
(*) Refer to Note 2.1. (c)
(1) Interest rate US$ 3 months LIBOR + 2.75%
5. Earnings per share
The calculation of the basic and fully diluted loss per share attributable to the ordinary equity holders of the Company is based on the following data:
Three months Three
ended months
31 March ended
2018 31 March
(Euro 000's) 2017 *restated
Parent company 142 (782)
Subsidiaries 8,715 6,479
------------- ----------------
Profit attributable to equity holders of
the parent 8,857 5,697
------------- ----------------
Weighted number of ordinary shares for the
purposes of basic earnings per share (000's) 135,590 116,680
------------- ----------------
Basic profit/(loss) per share (cents) 6.5 4.9
------------- ----------------
Weighted number of ordinary shares for the
purposes of fully diluted earnings per share
(000's) 137,202 118,445
------------- ----------------
Fully diluted profit per share (cents) 6.5 4.8
------------- ----------------
(*) Refer to Note 2.1. (c)
At 31 March 2018 there are 262,569 warrants (Note 10) and 1,334,333 options (Note 11) (2017: 262,569 warrants and 1,400,000 options) which have been included when calculating the weighted average number of shares for 2018.
6. Property, plant and equipment
Plant Deferred
(Euro 000's) Land and Assets mining Other
and buildings machinery under construction(2) costs(3) assets(4) Total
Cost
At 1 January
2017 40,188 144,930 566 13,848 838 200,370
Additions 334(1) - 543 3,751 - 4,628
Disposals - - - - (53) (53)
At 31 March
2017 40,522 144,930 1,109 17,599 785 204,945
Additions 73(1) - 11,208 4,718 - 15,999
Reclassifications 400 472 (872) - - -
At 31 December
2017 40,995 145,402 11,445 22,317 785 220,944
Additions 370 - 8,021 285 - 8,676
Reclassifications - 70 (70) - - -
At 31 March
2018 41,365 145,472 19,396 22,602 785 229,620
--------------- ----------- ----------------------- ----------- ----------- --------
Depreciation
At 1 January
2017 1,736 5,073 - 1,758 423 8,990
Charge for the
period 556 2,068 - 876 26 3,526
At 31 March
2017 2,292 7,141 - 2,634 449 12,516
Charge for the
period 1,784 6,324 - 835 71 9,014
Disposals - - - - (44) (44)
At 31 December
2017 4,076 13,465 - 3,469 476 21,486
Charge for the
period 589 2,102 - 364 15 3,070
At 31 March
2017 4,665 15,567 - 3,833 491 24,556
--------------- ----------- ----------------------- ----------- ----------- --------
Net book value
At 31 March
2018 36,700 129,905 19,396 18,769 294 205,064
--------------- ----------- ----------------------- ----------- ----------- --------
At 31 December
2017 36,919 131,937 11,445 18,848 309 199,458
--------------- ----------- ----------------------- ----------- ----------- --------
(1) Mine rehabilitation asset (Note 13).
(2) Net of pre-commissioning sales
(3) Stripping costs
(4) Includes motor vehicles, furniture, fixtures and office equipment which are depreciated over 5-10 years.
The above fixed assets are located mainly in Spain.
7. Intangible assets
(Euro 000's) Permits Licences,
of Rio R&D and
Tinto Project software Goodwill Total
Cost
At 1 January 2017 71,521 1,685 9,333 82,539
Additions - 1,131 - 1,131
--------------- ------------ ----------- --------
At 31 March 2017 71,521 2,816 9,333 83,670
Additions from acquisition
of subsidiary 5,000 126 - 5,126
Additions - 1,563 - 1,563
At 31 December 2017 76,521 4,505 9,333 90,359
Additions 17 464 - 481
At 31 March 2018 76,538 4,969 9,333 90,840
--------------- ------------ ----------- --------
Amortisation
On 1 January 2017 3,072 123 9,333 12,528
Charge for the period *restated 976 14 - 990
--------------- ------------ ----------- --------
At 31 March 2017 4,048 137 9,333 13,518
Charge for the period *restated 3,097 44 - 3,141
At 31 December 2017 7,145 181 9,333 16,659
Charge for the period 1,019 11 - 1,030
At 31 March 2018 8,164 192 9,333 17,689
--------------- ------------ ----------- --------
Net book value
At 31 March 2018 68,374 4,777 - 73,151
--------------- ------------ ----------- --------
At 31 December 2017 69,376 4,324 - 73,700
--------------- ------------ ----------- --------
(1) This addition relates to the deferred consideration as at 1 February 2016 (Note 14)
(*) Refer to Note 2.1. (c)
The useful life of the intangible assets is estimated to be not less than fourteen years from the start of production (the revised Reserves and Resources statement which was announced in July 2016 has increased the life of mine to 16 1/2 years).
The ultimate recovery of balances carried forward in relation to areas of interest or all such assets including intangibles is dependent on successful development, and commercial exploitation, or alternatively sale of the respective areas.
The Group conducts impairment testing on an annual basis unless indicators of impairment are not present at the reporting date. In considering the carrying value of the assets at Proyecto Riotinto, including the intangible assets and any impairment thereof, the Group assessed that no indicators were present as at 31 December 2017 and thus no impairment has been recognised.
Goodwill of EUR9,333,000 arose on the acquisition of the remaining 49% of the issued share capital of Atalaya Riotinto Minera S.L.U. ("ARM") back in September 2008. This amount was fully impaired on acquisition, in the absence of the mining license back in 2008.
Permits include additions in 2017 amounting to EUR5,000,000 related to the Touro Project mining rights.
8. Inventories
31 March 31 Dec
(Euro 000's) 2018 2017
Finished products 720 4,797
Materials and supplies 7,684 8,003
Work in progress 1,190 874
--------- -------
9,594 13,674
--------- -------
8. Inventories (continued)
Materials and supplies relate mainly to machinery spare parts. Work in progress represents ore stockpiles, which is ore that has been extracted and is available for further processing.
As of 31 March 2018, copper concentrate produced and not sold amounted to 1,121 tonnes. Accordingly, the inventory for copper concentrate was EUR0.7 million (31 Dec 2017: EUR4.8 million). During the period the Group recorded cost of sales amounting to EUR40.5 million (31 March 2017: EUR15.4 million).
9. Trade and other receivables
31 March 31 Dec
(Euro 000's) 2018 2017
Non-current
Deposits 218 212
--------- -------
218 212
--------- -------
Current
Trade receivables 16,989 12,113
Receivables from related parties (Note 17.3) - 56
Receivables from shareholders (Note 17.3) 1,039 1,556
Deposits and prepayments 224 221
VAT 13,699 17,804
Tax advances 1,712 1,716
Other receivables 1,500 747
--------- -------
35,163 34,213
--------- -------
Trade receivables are shown net of any interest applied to prepayments. Payment terms are aligned with offtake agreements and market standards and generally are 7 days on 90% of the invoice and the remaining 10% at the settlement date which can vary between 1 to 5 months.
The fair values of trade and other receivables approximate to their carrying amounts as presented above.
10. Share capital and share premium
Share Share
Shares Capital premium Total
000's StgGBP'000 StgGBP'000 StgGBP'000
Authorised
Ordinary shares of Stg GBP0.075
each* 200,000 15,000 - 15,000
------------- ------------ ------------ ---------------
Issued and fully paid 000's Euro Euro Euro
000's 000's 000's
Balance at 1 January 2017 and
31 March 2017 116,679 11,632 277,238 288,870
7 Dec 2017 Share placement at
GBP1.67 18,575 1,560 33,182 34,742
Share issue costs - - (843) (843)
------------- ------------ ------------ ---------------
Balance at 31 December 2017 135,254 13,192 309,577 322,769
13 Feb 2018 Shares issued to
Rumbo at GBP1.87 193 16 410 426
13 Feb 2018 Exercised share
options at GBP1.44 29 3 45 48
------------- ------------ ------------ ---------------
Balance at 31 March 2018 135,476 13,211 310,032 323,243
------------- ------------ ------------ ---------------
10. Share capital and share premium (continued)
Authorised capital
The Company's authorised share capital is 200,000,000 ordinary shares of Stg GBP0.075 each.
Issued capital
2018
On 13 February 2018, the Company issued equity to satisfy both the payment of amounts due under the royalty agreement with Rumbo and the exercise of options by certain employees.
The Company issued 192,540 new ordinary shares of 7.5p to Rumbo at a price of 186.7p, thus creating a share premium of EUR410,146.
The Company was notified that certain employees exercised options over 29,000 ordinary shares of 7.5p at a price of 144p, thus creating a share premium of EUR44,576.
Warrants
The Company has issued warrants to advisers to the Group. Warrants, noted below, expire three years after the grant date and have exercise price Stg GBP1.425.
Details of share warrants outstanding as at 31 March 2018:
Number of warrants
Outstanding warrants at 1 January 2018 and 31 March 2018 262,569
------------------
On 20 February 2018, the Company received the notification from one of the warrants holders to exercise 233,184 warrants at an exercise price of 142.5 pence per share. As of the date of this Report, the shares are yet to be allotted, as the holder did not transfer the exercise price to the Group. The expiration date of the warrants is 24 June 2018.
11. Other reserves
Share Bonus Depletion Available-for-sale
(Euro 000's) option share factor investment Total
At 1 January 2017 6,384 208 - (925) 5,667
Change in value of available-for-sale
investment - - - (34) (34)
Recognition of share based
payments 16 - - - 16
Recognition of the Depletion
factor - - 450 - 450
-------- ------- ------------ ------------------- --------
At 31 March 2017 6,400 208 450 (959) 6,099
Change in value of available-for-sale
investment - - - (98) (98)
Recognition of share based
payments 136 - - - 136
-------- ------- ------------ ------------------- --------
At 31 December 2017 6,536 208 450 (1,057) 6,137
Change in value of available-for-sale
investments - - - 3 3
Recognition of share based
payments 38 - - - 38
Recognition of the Depletion
factor - - 5,050 - 5,050
-------- ------- ------------ ------------------- --------
At 31 March 2018 6,574 208 5,500 (1,054) 11,228
-------- ------- ------------ ------------------- --------
Share options
During the three month period there were no options granted to either employees or directors.
11. Other reserves (continued)
In general, option agreements contain provisions adjusting the exercise price in certain circumstances including the allotment of fully paid ordinary shares by way of a capitalisation of the Company's reserves, a sub division or consolidation of the ordinary shares, a reduction of share capital and offers or invitations (whether by way of rights issue or otherwise) to the holders of ordinary shares.
Details of share options outstanding as at 31 March 2018:
Number of share options 000's
Outstanding options at 1 January 2018 1,400
- Exercised during the reporting period (29)
- Cancelled during the reporting period (37)
------------------------------
Outstanding options at 31 March 2018 1,334
------------------------------
12. Trade and other payables
(Euro 000's) 31 March 31 Dec 2017
2018
Non-current
Land options 63 74
--------- ------------
63 74
--------- ------------
Current
Trade payables 63,410 64,234
Land options and mortgage 791 791
Accruals 3,371 2,660
VAT payable - 7
Other 72 291
--------- ------------
67,644 67,983
--------- ------------
The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.
13. Provisions
Rehabilitation
(Euro 000's) Legal costs costs Total costs
1 January 2017 - 5,092 5,092
Additions 129 334 463
Finance cost - 24 24
At 31 March 2017 129 5,450 5,579
Additions 84 73 157
Revision of discount rate - (98) (98)
Finance cost - 89 89
-------------- --------------- --------------
At 31 December 2017 213 5,514 5,727
Additions - 396 396
Reversal of provision (20) - (20)
At 31 March 2018 193 5,910 6,103
-------------- --------------- --------------
13. Provisions (continued)
(Euro 000's) 31 March 31 Dec
2018 2017
Non-current 6,103 5,727
Current - -
--------- -------
Total 6,103 5,727
--------- -------
Rehabilitation provision
Rehabilitation provision represents the accrued cost required to provide adequate restoration and rehabilitation upon the completion of production activities. These amounts will be settled when rehabilitation is undertaken, generally over the project's life.
The discount rate used in the calculation of the net present value of the provision as at 31 March 2018 was 1.87%, which is the 15-year Spain Government Bond rate (31 December 2017: 1.87%, which is the 15-year Spain Government Bond rate). An inflation rate of 1.5% is applied on annual basis.
Legal provision
The Group has been named a defendant in several legal actions in Spain, the outcome of which is not determinable as at 31 March 2018. Management has reviewed individually each case and made a provision of EUR193 thousand for these claims, which has been reflected in these unaudited interim consolidated financial statements.
14. Deferred consideration
In September 2008, the Group moved to 100% ownership of Atalaya Riotinto Minera, S.L. ("ARM") (and thus full ownership of Proyecto Riotinto) by acquiring the remaining 49% of the issued capital of ARM. At the time of the acquisition, the Group signed a Master Agreement (the "Master Agreement") which included deferred consideration of EUR43.8 million (the "Deferred Consideration") and potential up-tick payments of up to EUR15.9 million depending on the price of copper (the "Up-tick Payment"), in consideration of (a) all parties accepting the legal structure of ARM (formerly Emed Tartessus); (b) the validity of various agreements entered into prior to the Master Agreement; and (c) the provision of indemnities by Astor and its agreement not to pursue litigation.
The obligation to pay the Deferred Consideration and the Up-tick Payments is subject to the satisfaction of the following conditions (the "Conditions"): (a) all authorisations to restart mining activities in Proyecto Riotinto having been granted by the Junta de Andalucía ("Permit Approval"); and (b) the Group securing a senior debt finance facility for a sum sufficient to restart mining operations at Proyecto Riotinto ("Senior Debt Facility") and being able to draw down funds under the Senior Debt Facility. At the time of acquisition, the possible outcome for the obligation to pay the deferred consideration could not be determined.
Subject to satisfaction of the Conditions, the Deferred Consideration and the Up-tick Payments are payable over a period of six or seven years (the "Payment Period"). In addition to satisfaction of the Conditions, the Up-tick Payments are only be payable if, during the relevant period, the average price of copper per tonne is US$6,614 or more (US$3.00/lb).
The Company also entered into a credit assignment agreement with a related company of Astor, Shorthorn AG, pursuant to which the benefit of outstanding loans were assigned to the Company in consideration for the payment of EUR9.1 million to Shorthorn (the "Loan Assignment"). Payment under the Loan Assignment is also subject to satisfaction of the Conditions and is payable in instalments over the Payment Period.
As security, inter alia, for the obligation to pay the Deferred Consideration, the Up-tick Payments and the Loan Assignment to Astor, Atalaya Riotinto Project (UK) Limited has granted pledges over the issued capital of ARM and the Company has provided a parent company guarantee.
As at the date of this report, the Permit Approval condition has been satisfied. However, the Group has not entered into arrangements in connection with a Senior Debt Facility and, in the absence of drawdown of funds by the Group pursuant to a Senior Debt Facility, the Conditions have not been satisfied.
On 6 March 2017, judgment in the case brought by ("Astor Case") was handed down in the High Court of Justice in London (the "Judgment"). On 31 March 2017, declarations were made by the High Court which give effect to the Judgment.
In summary, the High Court found that the Deferred Consideration did not start to become payable when Permit Approval was granted. In addition, the intra-group loans by which funding for the restart of mining operations was made available to ARM did not constitute a Senior Debt Facility so as to trigger payment of the Deferred Consideration. Accordingly, the first instalment of the Deferred Consideration has not fallen due.
14. Deferred consideration (continued)
Astor failed to show that there had been a breach of the all reasonable endeavours obligation contained in the Master Agreement to obtain a Senior Debt Facility or that the Group had acted in bad faith in not obtaining a Senior Debt Facility. While the Court confirmed that the Group was not in breach of any of its obligations, the Master Agreement and its provisions remain in place. Accordingly, other than up to US$10.0 million a year which may be required for non-Proyecto Riotinto related expenses, ARM cannot make any dividend, distribution or any repayment of the money lent to it by companies in the Group until the consideration under the Master Agreement (including the Deferred Consideration) has been paid in full.
As a consequence, the Judgment requires that, in accordance with the Master Agreement, ARM must apply any excess cash (after payment of operating expenses, sustaining capital expenditure, any senior debt service requirements and up to US$10.0 million (for non-Proyecto Riotinto related expenses)) to pay the consideration due to Astor (including the Deferred Consideration and the amount of EUR9.1 million payable under the Loan Assignment) early. The Court confirmed that the obligation to pay consideration early out of excess cash does not apply to the Up-tick Payments and the Judgment notes that the only situation in which the Up-tick Payments could ever become payable is in the unlikely event that mining operations cease at Proyecto Riotinto and a Senior Debt Facility is then secured for a sum sufficient to restart mining operations.
While the Judgment confirms that the cash sweep provisions of the Master Agreement require ARM to repay the Loan Assignment early, it does not extend to the credit assignment agreement which is governed by Spanish law. The Judgment therefore does not provide any clarity on whether the Conditions have been met in respect of payment of the Loan Assignment and there remains significant doubts concerning the legal obligation to pay the Loan Assignment pursuant to the terms of the credit assignment agreement.
Previously, the Group had not recognised the Deferred Consideration in the initial purchase price allocation on the basis that the payment of the amounts was not considered probable. The High Court judgment of 6 March 2017 required the Group to revisit its estimates and assumption to book the liability.
As at 31 March 2018, the Group has not generated any excess cash and, consequently, no consideration has been paid.
As at the reporting date, the Group has presented the deferred consideration in the consolidated and standalone financial statements to reflect the Company's best estimate of the liability and the excess cash flows in the future years in the view of the High Court ruling of March 2017 and in line with IAS 37.
The nominal amount of the liability recognised is EUR53 million. In 2017 the discount rate used to measure the liability for the deferred consideration was re-assessed to apply a risk free rate for the relevant periods, as required by IAS 37. The effect of discounting, when applying this risk free rate, was considered insignificant and the Group has measured the liability for the deferred consideration on an undiscounted basis. The value of the liability for the Group and Company is in line with the court ruling issued on 6 March 2017 amounting to EUR53 million and EUR9.1 million respectively. For details on the restatement of the deferred consideration liability as at 31 December 2017, refer to 2017 Annual Report Note 2.1(c).
On 25 April 2017, Atalaya and Astor applied for permission to appeal to the Court of Appeal. On 11 August 2017 the Court of Appeal granted permission to both parties to appeal (although it rejected three of Astor's seven grounds).
The Appeal took place on 9(th) and 10(th) May 2018 and the Group is expecting the ruling in the coming months.
15. Derivative instruments
15.1. Foreign exchange contract
As at 31 December 2016, Atalaya had certain short term foreign exchange contracts with the following relevant information:
Foreign exchange contracts - Euro/USD
Period Contract type Amount in USD Contract rate Strike ------------------- --------------- -------------- -------------- ------- June 2016 - March FX Forward 2017 - Put 5,000,000 1.0955 n/a FX Forward - Call 10,000,000 1.0955 1.0450
The counter parties of the foreign exchange agreements are third parties.
In February 2017, the Group entered into certain foreign exchange hedging contracts to offset the agreements noted above before its expiration date. The contracts were signed with the same financial institution and resulted in a loss of EUR9,000 which was recorded as financial expense during the quarter.
During Q1 2018 the Group did not entered into any foreign exchange hedging contract.
15.2. Commodity contract
During the three months ended 31 March 2018, the Company had not entered into any hedging contract.
16. Acquisition, incorporation and disposal of subsidiaries
On 14 February 2018, Atalaya Servicios Mineros, S.L. was incorporated. Atalaya Riotinto Project (UK) Limited is its sole shareholder.
17. Related party transactions
The following transactions were carried out with related parties:
17.1 Compensation of key management personnel
The total remuneration and fees of Directors (including Executive Directors) and other key management personnel was as follows:
Three months Three months
(Euro 000's) ended ended
31 March 31 March
2018 2017
Directors' remuneration and fees 256 180
Share option-based benefits to directors 7 2
Key management personnel remuneration 119 93
Share option-based and other benefits to
key management personnel - 9
------------ ------------
382 284
------------ ------------
17.2 Share-based benefits
The directors and key management personnel have not been granted any options during the three month period ended 31 March 2018 (Q1 2017: 900,000 options were granted).
17.3 Transactions with related parties/shareholders
i) Transaction with shareholders
Three months Three months
(Euro 000's) ended ended
31 March 31 March
2018 2017
Trafigura- Sales of goods 9,576 9,687
Orion Mine Finance (Master) Fund I LP ("Orion")
- Sales of goods - (4)
------------ ------------
9,576 9,683
------------ ------------
XGC was granted an offtake over 49.12% of life of mine reserves as per the NI 43-101 report issued in September 2016. Similarly, Orion was granted an offtake over 31.54% and Trafigura 19.34% respectively of life of mine reserves as per the same NI 43-101 report.
In November 2016, the Group was notified and consented the novation of the Orion offtake agreement as Orion reached an agreement with a third party to transfer the rights over the concentrates. Similarly, in December 2017, XGC notified to the Group the novation of the offtake agreements with a third party.
ii) Period-end balances with related parties
(Euro 000's) 31 March 31 Dec 2017
2018
Receivables from related parties:
Recursos Cuenca Minera S.L. - 56
Total (Note 9) - 56
---------- -------------
The above balances bear no interest and are repayable on demand.
17. Related party transactions (continued)
iii) Period-end balances with shareholders
(Euro 000's) 31 March 31 Dec 2017
2018
Trafigura - Debtor balance 1,039 1,556
Total (Note 9) 1,039 1,556
----------- --------------
The above debtor balance arising from sales of goods and other balances bear no interest and is repayable on demand.
18. Contingent liabilities
Judicial and administrative cases
In the normal course of business, the Group may be involved in legal proceedings, claims and assessments. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and the Group accrues for adverse outcomes as they become probable and estimable.
The Junta de Andalucía notified the Group of another disciplinary proceeding for unauthorised discharge in 2014. The Group submitted the relevant defence arguments on 10 March 2015 but has had no response or feedback from the Junta de Andalucía since the submissions. Based on the time that has lapsed without a response, it is expected that the outcome of this proceedings will also be favourable for the Group. Once the necessary time has lapsed, the Group will ask for the Administrative File to be dismissed.
19. Commitments
There are no minimum exploration requirements at Proyecto Riotinto. However, the Group is obliged to pay municipal land taxes which currently are approximately EUR235,000 per year in Spain and the Group is required to maintain the Riotinto site in compliance with all applicable regulatory requirements.
20. Significant events
Rumbo royalty
In July 2012, Atalaya Riotinto Minera, S.L. signed a royalty agreement with Rumbo 5 Cero, S.L. ("Rumbo"), at which this last was entitled to receive a royalty payment of up to US $250,000 per quarter if the average copper sales price or LME price for the period is equal or upper $2.60/lb for ten years up to a maximum amount of US$10,000,000. As the average copper price for the third and fourth quarter of 2017 were above $2.60/lb, the company needed to pay a royalty amounted to $500,000 to Rumbo. On 8 February 2018, the companies agreed to satisfy this payment through an issuance of 192,540 new ordinary shares at GB GBP7.5p.
After Atalaya announced on 13 February 2018 the issuance of new ordinary shares in the Company to satisfy the first two instalments generated on the third and fourth quarters of 2017, under the Royalty Agreement, Atalaya agreed the purchase of the royalty.
On 5 April 2018, the Company signed with Rumbo a contract to purchase the royalty agreement for a total consideration of US$4,750,000 to be paid through the issuance of 1,600,907 new ordinary shares of GB GBP7.5p.
21. Events after the reporting period
The following events occurred after the reporting period:
-- On 5 April 2018, Atalaya agreed to issue 1,600,907 new ordinary shares to purchase the Rumbo royalty agreement (Note 20).
-- On 23 April 2018, the Company announced the completion of a pre-feasibility study for Proyecto Touro (Management`s review Note 2). The Ni 43-101 report was filed on SEDAR and the Company's website on 21 May 2018.
-- On 9 and 10 May 2018, the appeal hearing of Astor took place in the Court of Appeal in London (Note 14).
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
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