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
  -1.50 -0.81% 183.50 182.00 185.00 185.00 183.50 185.00 71,541 12:19:35
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Mining 170.4 37.4 22.8 8.6 249

Atalaya Mining PLC Q2 and H1 2019 Interim Financial Statements

15/08/2019 7:01am

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Atalaya Mining PLC

15 August 2019

15 August 2019

Atalaya Mining Plc.

("Atalaya" and/or the "Group")

Interim Condensed Consolidated Financial Statements for the period ended 30 June 2019

Atalaya Mining Plc (AIM: ATYM; TSX: AYM), the European mining and development company, is pleased to announce its quarterly results for the period ended 30 June 2019, together with the interim condensed consolidated financial statements.

Financial Highlights

 
 Quarter ended 30 June                               Q2 2019   Q2 2018     H1 2019    H1 2018 
 Revenues from operations              EURk           43,070     48,867     94,782    101,543 
                                -----------------  ---------  ---------  ---------  --------- 
 Operating costs                       EURk         (31,036)   (29,481)   (63,238)   (67,159) 
                                -----------------  ---------  ---------  ---------  --------- 
 EBITDA                                EURk           12,034     19,386     31,544     34,384 
                                -----------------  ---------  ---------  ---------  --------- 
 Profit for the period                 EURk            6,849     15,702     21,004     24,492 
                                -----------------  ---------  ---------  ---------  --------- 
 Earnings per share              EUR cents/share         5.1       11.7       15.4       18.2 
                                -----------------  ---------  ---------  ---------  --------- 
 
 Cash flows from operating 
  activities                           EURk            6,856     10,837     14,970     29,214 
                                -----------------  ---------  ---------  ---------  --------- 
 Cash flows used in investing 
  activities                           EURk         (15,137)   (12,549)   (32,275)   (21,290) 
                                -----------------  ---------  ---------  ---------  --------- 
 Cash flows (used)/from 
  financing activities                 EURk            (272)        545      (272)        593 
                                -----------------  ---------  ---------  ---------  --------- 
 
 Working capital (deficit)/ 
  surplus                              EURk         (18,391)     32,747   (18,391)     32,747 
                                -----------------  ---------  ---------  ---------  --------- 
 
 Average realised copper 
  price                                $/lb             2.81       3.12       2.80       3.08 
                                -----------------  ---------  ---------  ---------  --------- 
 
 Cu concentrate produced             (tonnes)         48,382     47,140     91,823     89,568 
                                -----------------  ---------  ---------  ---------  --------- 
 Cu production                       (tonnes)         10,889     10,446     21,108     19,887 
                                -----------------  ---------  ---------  ---------  --------- 
 Cash costs                        $/lb payable         1.74       1.88       1.81       2.07 
                                -----------------  ---------  ---------  ---------  --------- 
 All-In Sustaining Cost            $/lb payable         1.95       2.34       2.06       2.49 
                                -----------------  ---------  ---------  ---------  --------- 
 

-- Revenues for the three months ended 30 June 2019 ("Q2 2019") were EUR43.1 million compared with EUR48.9 million for the three months ended 30 June 2018 ("Q2 2018"). The decrease was due to lower copper prices offset to some extent by stronger average US Dollar rates against the Euro and slightly lower volumes sold during the period. Revenues for the six month period ended 30 June 2019 ("H1 2019") of EUR94.8 million were lower than the EUR101.5 million reported for the six month period ended 30 June 2018 ("H1 2018"). The decrease was mainly due to lower copper prices in the first half of 2019.

-- Operating costs, exploration costs and care and maintenance during Q2 2019 were EUR31.0 million compared with EUR29.5 million in Q2 2018. Operating costs for H1 2019 amounted to EUR63.2 million compared with EUR67.2 million in H1 2018. This reduction was driven by timing differences in mining, processing and maintenance costs.

-- Cash costs during Q2 2019 were $1.74/lb of payable copper, lower than the cash costs of $1.77/lb of payable copper in Q4 2018 and Q2 2018 ($1.88/lb). The decrease against Q2 2018 was primarily as result of lower mining, processing and maintenance costs. All-in Sustaining Costs ("AISC") during Q2 2019 amounted to $1.95/lb of payable copper, lower than $2.00/lb of payable copper during Q4 2018 and Q2 2018 ($2.34/lb). Cash costs for H1 2019 were $1.81/lb payable copper versus $2.07/lb payable copper during H1 2018. AISC amounted to $2.06/lb payable copper during H1 2019 against $2.49/lb payable copper for H1 2018. AISC for H1 2019 remains below the Company's previously stated guidance for the year of $2.25/lb to $2.45/lb. Given strong H1 cost performance, Atalaya will review its full year 2019 cost guidance during H2 2019.

-- EBITDA of EUR12.0 million in Q2 2019 compared with EUR19.4 million in Q2 2018. The decrease in EBITDA was partly driven by lower commodity prices. Q2 2018 also benefited from a higher level of capitalised stripping costs resulting from the Technical Report that was published at the end of that quarter. On an accumulative basis, EBITDA during H1 2019 was EUR31.5 million compared with EUR34.4 million in H1 2018, as lower copper prices were largely offset by lower operating costs.

-- Q2 2019 profit after tax amounted to EUR6.8 million (or 5.1 cents basic earnings per share) compared with a profit for Q2 2018 of EUR15.7 million (or 11.7 cents basic earnings per share). Profit after tax for H1 2019 was EUR21.0 million compared with EUR24.5 million during H1 2018.

-- Inventories of concentrate at 30 June 2019 amounted to EUR11.4 million (EUR10.8 million at 31 December 2018). Concentrate balances at the reporting date were shipped in the following quarter.

-- At the end of Q2 2019, the Company reported a working capital deficit of EUR18.4 million, a significant decrease from the EUR8.4 million surplus reported at the end of Q4 2018. This was mainly due to the reclassification of part of the Astor Deferred Consideration to current liabilities (refer to note 7 in the MD&A for more details) and lower cash balances due to expenditure on the expansion of Proyecto Riotinto. Unrestricted cash balances as at 30 June 2019 amounted to EUR15.2 million.

-- In connection with the Astor Deferred Consideration, the Company previously classified all of the EUR53 million as a non-current liability but has regularly been reviewing its assessment of when it could become payable. As a result of this review, the Group has now classified a portion of the EUR53 million liability as a current liability. However, precise timing and quantum of payments will be estimated depending on the future key variables such as methodology for the calculation, definition of "Project", the price of copper and the US Dollar and Euro exchanges rates, timing of sustaining capital expenditures, increased costs and other operational issues. These factors can vary significantly, and any amounts actually paid within twelve months of the balance sheet date may differ substantially from the amounts presently estimated to become payable within this period. In particular, copper price assumptions were set earlier in the year at levels above current spot prices and if the current copper price weakness were to continue, the amount payable within twelve months could reduce substantially or if spot prices continue for the rest of the year the amount payable within twelve months could be wholly eliminated with nil Excess Cash generated during 2019.

As at 30 June 2019, no consideration has been paid as the Company has not generated any Excess Cash as per the Master Agreement (please refer to section 7 in the MD&A below for more detail).

-- Cash flows from operating activities before changes in working capital were EUR11.7 million for Q2 2019 compared with EUR20.4 million during Q2 2018. In H1 2019, cash flows from operating activities before changes in working capital were EUR32.0 million compared with EUR35.6 million during H1 2018.

-- Net cash flow used for investing activities amounted to EUR15.1 million and EUR32.3 million for Q2 2019 and H1 2019, respectively, compared to EUR12.6 million and EUR21.3 million for the same periods in the prior year. The cash outflows related mainly to expenditures on the expansion of Proyecto Riotinto.

Operational Highlights

Proyecto Riotinto

-- Copper production during Q2 2019 was 10,889 tonnes, an increase of 4.2% compared with 10,446 tonnes produced during Q2 2018. Copper production for H1 2019 was 21,108 tonnes compared with 19,887 tonnes during H1 2018.

-- Ore processed during Q2 2019 was 2,565,559 tonnes, an increase on Q2 2018 when ore processed amounted to 2,490,483 tonnes. Total ore processed during H1 2019 amounted to 5,011,536 tonnes (H1 2018: 4,697,344 tonnes).

-- Copper recovery during the quarter improved to 88.72%, an increase over the 87.31% achieved in Q2 2018. For H1 2019 copper recovery was 89.47%, compared with 87.92% in H1 2018.

-- The Group maintains its previously stated copper production guidance for 2019 of 45,000 - 46,500 tonnes.

Expansion to 15Mtpa at Proyecto Riotinto

-- The 15Mtpa expansion project is now close to full commissioning and waiting for electricity capacity to be granted by the electricity supplier for mechanical completion. The new SAG mill and primary crusher have started initial testing and commissioning, while new flotation and concentrate handling areas have been completed and are operational.

Proyecto Touro

   --      Feedback from the relevant administrative bodies continues as part of the assessment of the Environmental Impact Studies and the Group is addressing additional requests to complement current management plans. 

Legal updates

-- On 29 March 2019, the Company announced that it had received notification from the Supreme Court in Spain that it did not have jurisdiction over the appeal made by the Junta de Andalucía ("JdA") and the Company and therefore the announced Ruling by the Tribunal Superior de Justicia de Andalucía ("TSJA") remains valid.

On 26 April 2019, the Company announced that a judgment relating to the Mining Permits to operate Proyecto Riotinto (the "Mining Permits") was handed down by the TSJA. The TSJA declared the Mining Permits are linked to the Environmental Permits, ruled by the same tribunal in September 2018. The new ruling on the Mining Permits is based on the requirement to have an Autorizacion Ambiental Unificada ("AAU") before issuing mining permits and therefore invalidates the existing Mining Permits. The TSJA did not accept the requests by Ecologistas en Acion ("EeA") for the cessation of activities at the mine and an increase in the scope of the environmental plan.

The Company was notified on 16 July 2019 that the JdA has started the administrative process to resolve the previously reported administrative issues identified by the TSJA relating to the Unified Environmental Declaration and the Mining Permits.

The Company continues operating the mine normally and remains confident that the ongoing process carried out by the JdA will not impact its operations at Proyecto Riotinto.

Alberto Lavandeira, CEO commented:

"A pleasing reduction in operating costs, combined with another robust quarterly production performance, helped the Company to minimise the impact of lower copper prices during the period. The expansion at Proyecto Riotinto is another example of management delivering a low capex intensity project and as it comes on line, we expect to continue this improvement in operating efficiencies."

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:

 
                                 Elisabeth Cowell / Adam          + 44 20 3757 
 Newgate Communications           Lloyd / Tom Carnegie             6880 
                                                                  +44 20 3170 
 4C Communications               Carina Corbett                    7973 
                                -------------------------------  ------------- 
 Canaccord Genuity (NOMAD        Henry Fitzgerald-O'Connor        +44 20 7523 
  and Joint Broker)               / James Asensio                  8000 
                                -------------------------------  ------------- 
                                 Jeffrey Couch / Tom Rider 
 BMO Capital Markets (Joint       / Michael Rechsteiner /         +44 20 7236 
  Broker)                         Neil Elliot                      1010 
                                -------------------------------  ------------- 
                                                                  +44 20 7418 
 Peel Hunt LLP (Joint Broker)    Ross Allister / David McKeown     8900 
                                -------------------------------  ------------- 
 

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

Management's review

(All amounts in Euro thousands unless otherwise stated)

For the period ended 30 June 2019 and 2018

ATALAYA MINING PLC

MANAGEMENT'S REVIEW AND

INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

30 June 2019

Notice to Reader

The accompanying interim condensed consolidated financial statements of Atalaya Mining Plc have been prepared by and are the responsibility of Atalaya Mining Plc's management. The interim condensed consolidated financial statements have been reviewed by Atalaya's auditors in accordance with the International Standard on Review Engagements 2410 'Review of Interim Financial Information performed by the Independent Auditor of the Entity.

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 2018 and 30 June 2019 and results of operations for the three and six months ended 30 June 2019 and 2018.

This report has been prepared as of 14 August 2019. The analysis, hereby included, is intended to supplement and complement the interim condensed consolidated financial statements and notes thereto ("Financial Statements") as at and for the period ended 30 June 2019. 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 2018, and the interim condensed consolidated financial statements for the period ended 30 June 2018. These documents can be found on Atalaya's website at www.atalayamining.com.

Atalaya prepares its Annual Financial Statements in accordance with International Financial Reporting Standards ("IFRSs") and its Interim Condensed Consolidated Financial Statements in accordance with International Accounting Standards 34: Interim Financial Reporting. 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 European mining and development company. 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 and six months ended 30 June 2019 and 2018.

 
 Units expressed in                         Three months ended   Three months ended   Six months ended             Six 
 accordance with the                              30 June 2019         30 June 2018       30 June 2019          months 
 international system of         Unit                                                                            ended 
 units (SI)                                                                                               30 June 2018 
 
 Ore mined                        t                  2,781,264            2,592,354          5,331,249       5,151,555 
 Ore processed                    t                  2,565,559            2,490,483          5,011,536       4,697,344 
 
 Copper ore grade                 %                       0.48                 0.48               0.47            0.48 
 Copper concentrate grade         %                      22.51                22.16              22.99           22.20 
 Copper recovery rate             %                      88.72                87.31              89.47           87.92 
 
 Copper concentrate               t                     48,382               47,140             91,823          89,568 
 Copper contained in 
  concentrate                     t                     10,889               10,446             21,108          19,887 
 Payable copper contained 
  in concentrate                  t                     10,405                9,975             20,190          18,991 
 Cash cost*                 $/lb payable                  1.74                 1.88               1.81            2.07 
 All-in sustaining cost*    $/lb payable                  1.95                 2.34               2.06            2.49 
 

(*) 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 Q2 2019 increased to 10,889 tonnes from 10,446 tonnes reported in Q2 2018, and 11,172 tonnes in Q4 2018, representing an increase and a decrease of 4.2% and 2.5%, respectively. Ore milled was higher than the previous quarter and in line with management's expectations. Copper head grade was in line with the previous quarter and with expectations. The increase in copper production during the quarter compared with Q2 2018 was driven by increased throughput and a higher average recovery of 88.72%.

Mining operations are progressing according to plan and at similar levels to previous quarters. On a combined basis, ore, waste and marginal ore amounted to 2.3 million m3 in Q2 2019, the same as in Q1 2019. Additional mining equipment is available on site in anticipation of the increase in production scheduled for H2 2019.

During Q2 2019, the Group sold 47,867 tonnes of concentrates, compared with 44,487 tonnes in Q4 2018 and 46,172 tonnes in Q2 2018. On-site concentrate inventories at the end of the quarter were approximately 3,451 tonnes. All concentrate in stock at the beginning of the quarter and produced during the quarter was delivered to the port at Huelva.

   2.    Overview of operational results (continued) 

Exploration is progressing well with two drilling programmes under way. Residual massive sulphides and stockwork mineralisation are the targets under the Atalaya pit. Lateral extensions of massive sulphides and stockwork are also being drilled at Filon Sur. Geological modelling is being updated as information becomes available.

Six months operating review

Production of copper contained in concentrate during H1 2019 was 21,108 tonnes, compared with 19,887 tonnes in the same period of 2018. Payable copper in concentrates was 20,190 tonnes compared with 18,991 tonnes of payable copper in H1 2018.

Ore mined in H1 2019 was 5,331,249 tonnes compared to 5,151,555 tonnes during H1 2018. Ore processed was 5,011,536 tonnes versus 4,697,344 tonnes in H1 2018.

Ore grade during H1 2019 was 0.47% Cu compared with 0.48% Cu in H1 2018. Copper recovery was 89.47% versus 87.92% in H1 2018. Concentrate production amounted to 91,823 tonnes above H1 2018 production of 89,568 tonnes as increased throughput and recoveries offset the slightly lower grade.

Expansion to 15Mtpa at Proyecto Riotinto

The 15Mtpa expansion project is now close to full commissioning and waiting for electricity capacity to be granted by the electricity supplier for mechanical completion. The new SAG mill and primary crusher have started initial testing and commissioning, while new flotation and concentrate handling areas are finished and operational.

Proyecto Touro

Feedback from the relevant administrative bodies continues as part of the assessment of the Environmental Impact Studies and the Company is addressing additional requests to complement current management plans.

   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 2019 remains as follows:

 
                                          Guidance 
                          Unit              2019 
 Ore processed       million tonnes         11.4 
 Contained copper        tonnes        45,000 - 46,500 
 

Copper head grade for 2019 is budgeted to average 0.47% Cu, with a recovery rate of approximately 85% to 87%. Cash operating costs for 2019 are expected to be in the range of $1.95/lb - $2.15/lb, and AISC is estimated to be in the range of $2.25/lb - $2.45/lb. Given strong H1 cost performance, Atalaya will review its full year 2019 costs guidance during H2 2019.

   4.     Overview of the financial results 

The following table presents summarised consolidated income statements for the three and six months ended 30 June 2019, with comparatives for the three and six months ended 30 June 2018.

 
                                   Three months ended   Three months ended   Six months ended   Six months ended 
                                         30 June 2019         30 June 2018       30 June 2019       30 June 2018 
   (Euro 000's) 
 
 Revenue                                       43,070               48,867             94,782            101,543 
 Total operating costs                       (28,254)             (27,986)           (58,333)           (64,412) 
 Administrative and other 
  expenses                                    (1,465)              (1,000)            (3,382)            (2,053) 
 Exploration expenses                         (1,201)                (214)            (1,402)              (413) 
 Care and maintenance 
  expenditure                                   (116)                (281)              (121)              (281) 
 EBITDA                                        12,034               19,386             31,544             34,384 
 Depreciation/amortisation                    (3,745)              (2,210)            (7,171)            (6,310) 
 Net foreign exchange 
  gain/(loss)                                   (426)                  932                287              1,102 
 Net finance cost                                (35)                (112)               (66)              (119) 
 Tax                                            (979)              (2,294)            (3,590)            (4,565) 
                                  -------------------  -------------------  -----------------  ----------------- 
 Profit for the period                          6,849               15,702             21,004             24,492 
                                  -------------------  -------------------  -----------------  ----------------- 
 

Three months financial review

Revenues for the three month period ended 30 June 2019 amounted to EUR43.1 million (Q2 2018: EUR48.9 million). Lower revenues, compared with the same quarter in the previous year, were mainly driven by lower copper prices offset to some extent by stronger average US Dollar rates against the Euro and slightly higher volumes sold during the period.

Realised prices were $2.81/lb copper during Q2 2019 compared with $3.12/lb copper in Q2 2018. All concentrates were sold under offtake agreements in place.

Operating costs for the three month period ended 30 June 2019 amounted to EUR28.3 million, compared with EUR28.0 million in Q2 2018. In absolute terms, higher operating costs were mainly due to more tonnes being mined and processed during the quarter at lower unit costs. In addition, the Company incurred some implementation costs for the updated collective bargaining agreement.

Cash costs of $1.74/lb payable copper during Q2 2019 compared with $1.88lb payable copper in the same period last year. Cash costs were impacted by lower processing, technical services and maintenance unit costs compared with Q2 2018. Additionally, capitalised stripping costs during Q2 2019 amounted to EUR0.1 million compared with EUR3.4 million in Q2 2018. All-in sustaining costs in the reporting quarter were $1.95/lb payable copper compared with $2.34/lb payable copper in Q2 2018. Lower AISC compared with Q2 2018 mainly related to lower sustaining capex and capitalised stripping costs.

Sustaining capex for Q2 2019 amounted to EUR1.3 million compared with EUR2.5 million in Q2 2018. Sustaining capex related to the continuous improvement in processing systems of the plant and enhancements in security.

Administrative and other expenses amounted to EUR1.5 million (Q2 2018: EUR1.0 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 30 June 2019 amounted to EUR1.2 million (Q2 2018: EUR0.2 million). All exploration costs at Proyecto Touro are capitalised. Higher costs relate to an upturn in drillings and explored ground.

EBITDA for the three months ended 30 June 2019 amounted to EUR12.0 million compared with Q2 2018 of EUR19.4 million.

The main item below the EBITDA line is depreciation and amortisation of EUR3.8 million (Q2 2018: EUR2.2 million). Net financing costs for Q2 2019 amounted to EUR0.1 million same as Q2 2018.

   4.    Overview of the financial results (continued) 

Six months financial review

Revenues for the six-month period ended 30 June 2019 amounted to EUR94.8 million (H1 2018: EUR101.5 million).

Copper concentrate production during the six month period ended 30 June 2019 was 91,823 tonnes (H1 2018: 89,568 tonnes) with 93,039 tonnes of copper concentrates sold in the period (H1 2018: 94,854 tonnes). Inventories of concentrates as at the reporting date were 3,451 tonnes (31 Dec 2018: 4,667 tonnes).

Realised copper prices for H1 2019 were $2.80/lb copper compared with $3.08/lb copper in the same period of 2018. Concentrates were sold under offtake agreements in place. The Company did not enter into any hedging agreements in 2019.

Operating costs for the six-month period ended 30 June 2019 amounted to EUR58.3 million, compared with EUR64.4 million in H1 2018. Lesser costs in 2019 were mainly attributable to: (i) reduction of EUR3.5 million cost of sales as the inventory decreased in ca. 4,170 tonnes less than in H1 2018; (ii) reduction of EUR0.9 million in agency fees as result of the decrease in market copper prices and; (iii) a EUR0.7 million reduction in operating machinery expenses.

Cash costs of $1.81/lb payable copper during H1 2019 compare with $2.07/lb payable copper in the same period last year. Lower costs were mainly due by lower processing, technical services and maintenance costs compared with H1 2018. All-in sustaining costs in the reporting quarter were $2.06/lb payable copper compared with $2.49/lb payable copper in H1 2018. Lower AISC compared with H1 2018 mostly related to lesser sustaining capex and capitalised stripping costs.

Sustaining capex for the six month period amounted to EUR2.9 million, compared with EUR5.2 million in the same period in the previous year. Sustaining capex related to enhancements in processing systems.

Corporate costs for the first six month of 2019 were EUR3.4 million, compared with EUR2.1 million in H1 2018. Corporate costs mainly include Company's overhead expenses.

Exploration costs related to Proyecto Riotinto for the six-month period ended 30 June 2019 amounted to EUR1.4 million, compared with EUR0.4 million in H1 2018. Higher costs relate to an upturn in drillings and explored ground.

EBITDA for the six months ended 30 June 2019 amounted to EUR31.5 million, compared with EUR34.4 million in H1 2018.

Depreciation and amortisation amounted to EUR7.2 million for the six-month period ended 30 June 2019 (H1 2018: EUR6.3 million).

Net finance costs for H1 2019 amounted to EUR0.1 million (H1 2018 EUR0.1 million).

Copper prices

The average realised copper price decreased by 10.3% from US$3.12 per pound in Q2 2018 to US$2.81 per pound in Q2 2019.

The average prices of copper for the three months ended 30 June 2019 and 2018 are summarised below:

 
                                 Three months ended   Three months ended   Six months ended   Six months ended 
                                       30 June 2019         30 June 2018       30 June 2019       30 June 2018 
   (USD) 
 
 Realised copper price per lb                  2.81                 3.12               2.80               3.08 
 Market copper price per lb                    2.77                 3.12               2.80               3.14 
 

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. Higher 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 higher. The realised price of shipments during the quarter excluding QP was approximately $2.76/lb.

   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.

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 30 June 2019 and 31 December 2018.

Liquidity information

 
 (Euro 000's)                               30 June 2019   31 December 
                                                                  2018 
 
 Unrestricted cash and cash equivalents 
  at Group level                                   8,317        24,357 
 Unrestricted cash and cash equivalents 
  at Operational level                             6,926         8,463 
 Restricted cash                                     250           250 
 Working capital (deficit) / surplus            (18,391)         8,435 
 

Unrestricted cash and cash equivalents as at 30 June 2019 decreased to EUR15.2 million from EUR32.8 million at 31 December 2018. The decrease 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.

Restricted cash remains at EUR0.3 million as at 30 June 2019 and mainly relates to deposit bond guarantees.

As of 30 June 2019, Atalaya reported a working capital deficit of EUR18.4 million, compared with a working capital surplus of EUR8.4 million at 31 December 2018. The main liability of the working capital is trade payables related to Proyecto Riotinto contractors and the estimated short term portion of the Deferred Consideration to Astor (Paragraph 7). At 30 June 2019, trade payables have been reduced by circa 8% compared with the same period last year.

   6.    Liquidity and capital resources (continued) 

Overview of the Group's cash flows

 
                                   Three months ended   Three months ended   Six months ended   Six months ended 
                                         30 June 2019         30 June 2018       30 June 2019       30 June 2018 
   (Euro 000's) 
 
 Cash flows from operating 
  activities                                    6,856               10,837             14,970             29,214 
 Cash flows used in investing 
  activities                                 (15,137)             (12,549)           (32,275)           (21,290) 
 Cash flows from financing 
  activities                                    (272)                  545              (272)                593 
                                  -------------------  -------------------  -----------------  ----------------- 
 Net (decrease)/increase in cash 
  and cash equivalents                        (8,553)              (1,167)           (17,577)              8,517 
                                  -------------------  -------------------  -----------------  ----------------- 
 

Three months cash flows review

Cash and cash equivalents decreased by EUR8.6 million during the three months ended 30 June 2019. This was due to the net results of cash from operating activities amounting to EUR6.9 million, the cash used in investing activities amounting to EUR15.1 million and the cash from financing activities totalling EUR0.3 million.

Cash generated from operating activities before working capital changes was EUR11.7 million. Atalaya decreased its trade receivables in the period by EUR0.1 million, increased its inventory levels by EUR1.3 million and decreased its trade payables by EUR1.6 million.

Investing activities during the quarter consumed EUR15.1 million, relating mainly to the expansion project Capex and sustaining Capex mostly in enhancements in the plant's processing systems.

Six months cash flows review

Cash and cash equivalents decreased by EUR17.6 million during the six months ended 30 June 2019. This was due to cash from operating activities amounting to EUR15.0 million, cash used in investing activities amounting to EUR32.3 million and cash from financing activities amounting to EUR0.3 million.

Cash generated from operating activities before working capital changes was EUR32.0 million. Atalaya decreased its trade payables in the period by EUR2.7 million, as well as its inventory levels by EUR0.6 million and increased its trade receivable balances by EUR11.8 million.

Investing activities during the six-month period amounted to EUR32.3 million, mainly relating to the expansion project Capex and sustaining Capex.

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 and six months ended 30 June 2019, Atalaya recognised a foreign exchange (loss)/profit of EUR(0.4) million and EUR0.3 million, respectively. Foreign exchange losses mainly related to changes in the period in EUR and USD conversion rates, as all sales are cashed and occasionally held in USD.

   6.    Liquidity and capital resources (continued) 

The following table summarises the movement in key currencies versus the EUR:

 
                                  Three months ended   Three months ended   Six months ended   Six months ended 
                                        30 June 2019         30 June 2018       30 June 2019       30 June 2018 
 Average rates for the periods 
   GBP - EUR                                  0.8748               0.8762             0.8736             0.8798 
   USD - EUR                                  1.1237               1.1915             1.1298             1.2104 
 Spot rates as at 
   GBP - EUR                                  0.8966               0.8861             0.8966             0.8861 
   USD - EUR                                  1.1380               1.1658             1.1380             1.1658 
 
 
   7.    Deferred consideration 

In September 2008, the Group moved to 100% ownership of Atalaya Riotinto Mineral 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") with Astor Management AG ("Astor") which included a deferred consideration of EUR43.9 million (the "Deferred Consideration") payable as consideration in respect of the acquisition. The Company also entered into a credit assignment agreement at the same time with a related company of Astor, Shorthorn AG, pursuant to which the benefit of outstanding loans was assigned to the Company in consideration for the payment of EUR9.1 million to Shorthorn (the "Loan Assignment").

The Master Agreement has been the subject of litigation in the High Court and the Court of Appeal that has now concluded. As a consequence, ARM must apply any excess cash (after payment of operating expenses, sustaining capital expenditure, any senior debt service requirements and up to US$10 million per annum (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).

As at 30 June 2019, no consideration has been paid as the Company has not generated any Excess Cash as per the Master Agreement.

"Excess cash" is not defined in the Master Agreement leaving ambiguity as to how it is to be calculated. The Company regularly revisits its assessment on when the Deferred Consideration will become payable and at the date of the balance sheet has classified the EUR53 million liability recognised by the Group between current liabilities and non-current liabilities, accordingly.

Timing and quantum of payments will be estimated depending on the future key variables such as methodology for the calculation, definition of "Project", the price of copper and the US Dollar and Euro exchanges rates, timing of sustaining capital expenditures, increased costs and other operational issues. These factors can vary significantly, and any amounts actually paid within twelve months of the balance sheet date may differ substantially from the amounts presently estimated to become payable within this period. In particular, copper price assumptions were set earlier in the year at levels above current spot prices and if the current copper price weakness were to continue, the amount payable within twelve months could reduce substantially or if spot prices continue for the rest of the year the amount payable within twelve months could be wholly eliminated with nil Excess Cash generated during 2019.

The effect of discounting remains insignificant, in line with the 2018 assessment, and therefore the Group has measured the liability for the Astor Deferred Consideration on an undiscounted basis.

   8.    Corporate social responsibility 

During the quarter, Atalaya has continued its involvement in social responsibility through several activities by means of Fundación Atalaya Riotinto ("the Foundation").

Continuing its work in education and entrepreneurship, the Foundation has sponsored a regional music contest, with the participation of hundreds of young players from the official Music Schools; Atalaya has also sponsored the Cultural Week of the Nerva's Adults School; and has continued the school visits programme of the mining region to Atalaya's facilities.

The Foundation is progressing with the second edition of "el Reto Malacate": an initiative to reward the best business project to be settled in the region.

In co-operation with the business association, it has sponsored a gastronomic event to promote the local restaurants and attract tourism. In co-ordination with the City Hall of Nerva, the Foundation has agreed to provide the necessary funding for the reconstruction of a road that connects the town with some populated suburbs away from the town.

The Foundation has also reached agreements with the association of retired workers of Riotinto Mine (that represent more than 200 people) to support the funding of some of their activities. The agreement includes a site tour for the members. The Foundation has taken part as sponsor in a charitable Golf Tournament for the benefit of Huelva's Food Bank.

   9.    Health and safety 

During the second quarter of 2019, the safety leadership for management programme was carried out to develop the training in communication and safety skills.

Likewise, Atalaya has already established the Emergency Brigade, formed by volunteer workers. This team has established a site and has begun training in the field of fire protection.

Regarding other lines of work such as accident investigation and root cause analysis, safety meetings with contractor companies, measurements of contaminants or risk assessments, are running smoothly. Additionally, the Health & Safety department performed two emergency drills at the mine area and the chemical plant.

   10.   Environmental management 

During the second quarter of 2019, the environmental department has continued executing the actions of environmental monitoring of the activity, management of the natural environment and the usual historical heritage. Key points of the quarter:

- Forest fire preventive measures have been completed. Approx. 64 km of firebreak were finalised and ca. 130 hectares of forest were cleared.

- An increase in air emissions compared with the previous year was recorded during the quarter. Though the level of emissions remains under the specified limits, the Company carried out new preventive actions to monitor the mine site and the processing plant.

- The first stage to integrate the quality management system (ISO 9001, ISO 14001 y OHSAS 18001) through the audit certification has been performed during the quarter.

Archaeological excavation work has continued at the Look Out. In June, the excavation reached the last archaeological level and consequently the archaeological dig is about to end as planned.

   11.   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 2018.

   12.   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 2018. The impact of adopting IFRS 16 Leases which became effective on 1 January 2019 is set out in Note 2.2 to the Interim Condensed Consolidated Financial Statements.

   13.   Other information 

Additional information about Atalaya Mining Plc. is available at www.atalayamining.com

Interim condensed consolidated financial statements on pages 12 to 34.

By Order of the Board of Directors,

Roger Davey

Chairman

Nicosia, 14 August 2019

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TO THE SHAREHOLDERS OF ATALAYA MINING PLC

Introduction

We have reviewed the interim condensed consolidated financial statements of Atalaya Mining Plc (the "Company"), and its subsidiaries (collectively referred to as "the Group") on pages 12 to 34 contained in the accompanying interim report, which comprise the interim condensed consolidated statement of financial position as at 30 June 2019 and the interim condensed consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the period then ended and selected explanatory notes. Management is responsible for the preparation and presentation of these interim condensed consolidated financial statements in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting (IAS 34). Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements do not present fairly, in all material respects, the financial position of the entity as at 30 June 2019 and of its financial performance and its cash flows for the period then ended in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting (IAS 34).

 
Stavros Pantzaris 
Certified Public Accountant and Registered Auditor 
for and on behalf of 
 
Ernst & Young Cyprus Limited 
Certified Public Accountants and Registered Auditors 
 
Nicosia 
 14 August 2019 
 

Interim Condensed Consolidated Income Statements

(All amounts in Euro thousands unless otherwise stated)

For the period ended 30 June 2019 and 2018

 
                                                         Three      Three   Six months        Six 
                                                        months     months        ended     months 
                                                         ended      ended      30 June      ended 
                                                       30 June    30 June        2019*    30 June 
   (Euro 000's)                               Notes      2019*       2018                    2018 
 
 Revenue                                       4        43,070     48,867       94,782    101,543 
 Operating costs and mine site 
  administrative expenses                             (28,201)   (27,953)     (58,227)   (64,345) 
 Mine site depreciation and amortization               (3,744)    (2,210)      (7,170)    (6,310) 
                                                     ---------  =========  ===========  ========= 
 Gross profit                                           11,125     18,704       29,385     30,888 
 Administration and other expenses                     (1,465)      (995)      (3,382)    (2,044) 
 Share-based benefits                                     (54)       (38)        (107)       (76) 
 Exploration expenses                                  (1,201)      (214)      (1,402)      (413) 
 Care and maintenance expenditure                        (116)      (281)        (121)      (281) 
 Operating profit                                        8,289     17,176       24,373     28,074 
 Net foreign exchange (loss)/gain                        (426)        932          287      1,102 
 Net finance costs                             5          (35)      (112)         (66)      (119) 
                                                     ---------  --------- 
 Profit before tax                                       7,828     17,996       24,594     29,057 
 Tax                                                     (979)    (2,294)      (3,590)    (4,565) 
                                                     ---------  ---------  ===========  ========= 
 Profit for the period                                   6,849     15,702       21,004     24,492 
                                                     ---------  ---------  ===========  ========= 
 
 Profit for the period attributable 
  to: 
 
        *    Owners of the parent                        6,954     15,901       21,115     24,758 
 
        *    Non-controlling interests                   (105)      (199)        (111)      (266) 
                                                     --------- 
                                                         6,849     15,702       21,004     24,492 
                                                     ---------  =========  ===========  ========= 
 Earnings per share from operations 
  attributable to equity holders 
  of the parent during the period: 
 Basic earnings per share (EUR 
  cents per share)                             6           5.1       11.7         15.4       18.2 
                                                     ---------  =========  ===========  ========= 
 Fully diluted earnings per share 
  (EUR cents per share)                        6           5.1       11.6         15.3       18.0 
                                                     ---------  =========  ===========  ========= 
 
 Profit for the period 
 Other comprehensive income:                             6,849     15,702       21,004     24,492 
 Change in fair value of financial 
  assets through other comprehensive 
  income 'OCI'                                            (17)       (18)         (12)       (15) 
                                                     --------- 
 Total comprehensive income for 
  the period                                             6,832     15,684       20,992     24,477 
                                                     ---------  =========  ===========  ========= 
 
 Total comprehensive income for 
  the period attributable to: 
 
        *    Owners of the parent                        6,937     15,883       21,103     24,743 
 
        *    Non-controlling interests                   (105)      (199)        (111)      (266) 
                                                     ---------             ----------- 
                                                         6,832     15,684       20,992     24,477 
                                                     ---------  =========  -----------  ========= 
 

* Refer to Note 2.2 Adoption of "IFRS 16 - Leases"

The notes on pages 16 to 34 are an integral part of these Interim Condensed Consolidated Financial Statements.

Interim Condensed Consolidated Statement of Financial Position

(All amounts in Euro thousands unless otherwise stated)

As at 30 June 2019 and 2018

 
                                                  30 June  31 December 
 (Euro 000's)                              Note     2019*         2018 
 Assets 
 Non-current assets 
 Property, plant and equipment             7      289,999      257,376 
 Intangible assets                         8       70,989       71,951 
 Trade and other receivables               10         250          249 
 Deferred tax asset                                 7,841        7,927 
                                                 ========  =========== 
                                                  369,079      337,503 
                                                 ========  =========== 
 Current assets 
 Inventories                               9       11,378       10,822 
 Trade and other receivables               10      36,220       23,688 
 Other financial assets                                60           71 
 Cash and cash equivalents                         15,493       33,070 
                                                 ========  =========== 
                                                   63,151       67,651 
                                                 ========  =========== 
 Total assets                                     432,230      405,154 
                                                 ========  =========== 
 Equity and liabilities 
 Equity attributable to owners of the 
  parent 
 Share capital                             11      13,372       13,372 
 Share premium                             11     314,319      314,319 
 Other reserves                            12      22,092       12,791 
 Accumulated losses                              (46,399)     (58,308) 
                                                 ========  =========== 
                                                  303,384      282,174 
 Non-controlling interests                          4,089        4,200 
                                                 --------  ----------- 
 Total equity                                     307,473      286,374 
                                                 --------  ----------- 
 
 Liabilities 
  Non-current liabilities 
 Trade and other payables                  13          23           45 
 Provisions                                14       6,682        6,519 
 Leases                                    15       5,846            - 
 Deferred consideration                    16      30,664       53,000 
                                                 ========  =========== 
                                                   43,215       59,564 
                                                 ========  =========== 
 Current liabilities 
 Trade and other payables                  13      54,630       57,271 
 Leases                                    15         307            - 
 Current tax liabilities                            4,269        1,945 
 Deferred consideration                    16      22,336 
                                                   81,542       59,216 
                                                 ========  =========== 
 Total liabilities                                124,757      118,780 
                                                 ========  =========== 
 Total equity and liabilities                     432,230      405,154 
                                                 ========  =========== 
 

* Refer to Note 2.2 Adoption of "IFRS 16 - Leases"

The notes on pages 16 to 34 are an integral part of these Interim Condensed Consolidated Financial Statements. The interim condensed consolidated financial statements were authorised for issue by the Board of Directors on 14 August 2019 and were signed on its behalf.

 
 
Roger Davey  Alberto Lavandeira 
Chairman     Managing Director 
 

Interim Condensed Consolidated Statements of Changes in Equity

(All amounts in Euro thousands unless otherwise stated)

For the period ended 30 June 2019 and 2018

 
                                                                                            Non-controlling 
                                 Share          Share          Other     Accum.                    interest      Total 
   (Euro 000's)                capital     premium(1)    reserves(2)     losses     Total                       equity 
                                                                                           ---------------- 
 At 1 January 2019              13,372        314,319         12,791   (58,308)   282,174             4,200    286,374 
 Profit for the period               -              -              -     21,115    21,115             (111)     21,004 
 Change in fair value 
  of financial assets 
  through OCI                        -              -           (12)          -      (12)                 -       (12) 
                            ----------  -------------  -------------  ---------  --------  ----------------  --------- 
 Total comprehensive 
  income                             -              -           (12)     21,115    21,103             (111)     20,992 
 Transactions with owners 
 Recognition of 
  share-based 
  payments                           -              -            107          -       107                 -        107 
 Recognition of depletion 
  factor                             -              -          5,378    (5,378)         -                 -          - 
 Recognition of 
  non-distributable 
  reserve                            -              -          1,984    (1,984)         -                 -          - 
 Recognition of 
  distributable 
  reserve                            -              -          1,844    (1,844)         -                 -          - 
 At 30 June 2019                13,372        314,319         22,092   (46,399)   303,384             4,089    307,473 
                            ==========  =============  =============  =========  ========  ================  ========= 
 

(1) The share premium reserve is not available for distribution

(2) Refer to Note 12

 
                                                                                            Non-controlling 
                                 Share          Share          Other     Accum.                    interest      Total 
   (Euro 000's)                capital     premium(1)    reserves(2)     losses     Total                       equity 
                                                                                           ---------------- 
 At 1 January 2018              13,192        309,577          6,137   (86,527)   242,379             4,474    246,853 
 Profit for the period               -              -              -     24,758    24,758             (266)     24,492 
 Change in fair value 
  of financial assets 
  through OCI                        -              -           (15)          -      (15)                 -       (15) 
                            ----------  -------------  -------------  ---------  --------  ----------------  --------- 
 Total comprehensive 
  income                             -              -           (15)     24,758    24,743             (266)     24,477 
 Transactions with owners 
 Issue of share capital            180          4,747              -          -     4,927                 -      4,927 
 Share issue costs                   -            (5)              -          -       (5)                 -        (5) 
 Depletion factor                    -              -          5,050    (5,050)         -                 -          - 
 Recognition of 
  share-based 
  payments                           -              -             76          -        76                 -         76 
 Recognition of 
  non-distributable 
  reserve                            -              -          1,446    (1,446)         -                 -          - 
                            ==========  =============  =============  =========  ========  ================  ========= 
 At 30 June 2018                13,372        314,319         12,694   (68,265)   272,120             4,208    276,328 
                            ==========  =============  =============  =========  ========  ================  ========= 
 

(1) The share premium reserve is not available for distribution

(2) Refer to Note 12

 
                                                                                            Non-controlling 
                                 Share          Share          Other     Accum.                    interest      Total 
   (Euro 000's)                capital     premium(1)    reserves(2)     losses     Total                       equity 
                                                                                           ---------------- 
 At 1 January 2018              13,192        309,577          6,137   (86,527)   242,379             4,474    246,853 
 Profit for the period               -              -              -     34,715    34,715             (274)     34,441 
 Change in fair value 
  of financial assets 
  through OCI                        -              -           (58)          -      (58)                 -       (58) 
                            ----------  -------------  -------------  ---------  --------  ----------------  --------- 
 Total comprehensive 
  income                             -              -           (58)     34,715    34,657             (274)     34,383 
 Transactions with owners 
 Issue of share capital            180          4,747              -          -     4,927                 -      4,927 
 Share issue costs                   -            (5)              -          -       (5)                 -        (5) 
 Depletion factor                    -              -          5,050    (5,050)         -                 -          - 
 Recognition of 
  share-based 
  payments                           -              -            216          -       216                 -        216 
 Recognition of 
  non-distributable 
  reserve                            -              -          1,446    (1,446)         -                 -          - 
                            ==========  =============  =============  =========  ========  ================  ========= 
 At 31 December 2018            13,372        314,319         12,791   (58,308)   282,174             4,200    286,374 
                            ==========  =============  =============  =========  ========  ================  ========= 
 

(1) The share premium reserve is not available for distribution

(2) Refer to Note 12

The notes on pages 16 to 34 are an integral part of these Interim Condensed Consolidated Financial Statements.

Interim Condensed Consolidated Statement of Cash Flows

(All amounts in Euro thousands unless otherwise stated)

For to the period ended 30 June 2019 and 2018

 
                                                        Three      Three        Six        Six 
                                                       months     months     months     Months 
                                                        ended      ended      ended      ended 
   (Euro 000's)                              Notes    30 June    30 June    30 June    30 June 
                                                        2019*       2018      2019*       2018 
 Cash flows from operating activities 
 Profit before tax                                      7,828     17,996     24,594     29,057 
 Adjustments for: 
 Depreciation of property, plant 
  and equipment                               7         2,886      1,666      5,490      4,736 
 Amortisation of intangibles                  8           859        544      1,681      1,574 
 Recognition of share-based payments         12            54         38        107         76 
 Interest income                              5          (13)       (19)       (16)       (39) 
 Interest expense                             5            19        104         23        105 
 Unwinding of discounting                     5            29         27         59         53 
 Legal provisions                            14          (20)          -       (18)          - 
 Loss in disposal of property, 
  plant and equipment                         7             -          -          2          - 
 Unrealised foreign exchange loss 
  on financing activities                                  27         49         26          4 
                                                    ---------  ---------  =========  ========= 
 Cash inflows from operating activities 
  before working capital changes                       11,669     20,405     31,948     35,566 
 Changes in working capital: 
 Inventories                                  9       (1,300)        264      (556)      4,344 
 Trade and other receivables                 10           100        495   (11,761)      (461) 
 Trade and other payables                    13       (1,619)    (8,836)    (2,663)    (8,760) 
 Deferred consideration                      16             -          -          -         17 
                                                    ---------  --------- 
 Cash flows from operations                             8,850     12,328     16,968     30,706 
 Interest paid                                           (15)      (104)       (19)      (105) 
 Tax paid                                             (1,979)    (1,387)    (1,979)    (1,387) 
                                                    ---------  --------- 
 Net cash from operating activities                     6,856     10,837     14,970     29,214 
                                                    ---------  ---------  =========  ========= 
 
 Cash flows from investing activities 
 Purchase of property, plant and 
  equipment                                          (14,874)   (12,204)   (31,572)   (20,484) 
 Purchase of intangible assets                8         (276)      (364)      (719)      (845) 
 Interest received                            5            13         19         16         39 
                                                    ---------  ---------  =========  ========= 
 Net cash used in investing activities               (15,137)   (12,549)   (32,275)   (21,290) 
                                                    ---------  ---------  =========  ========= 
 
 Cash flows from financing activities 
 Proceeds from issue of share 
  capital                                                   -        550          -        598 
 Issuance costs                                             -        (5)          -        (5) 
 Lease payment                               15         (268)          -      (268)          - 
 Interest expense on lease liabilities       15           (4)          -        (4)          - 
 Net cash flows from financing 
  activities                                            (272)        545      (272)        593 
                                                    ---------  --------- 
 
 Net (decrease) / increase in 
  cash and cash equivalents                           (8,553)    (1,167)   (17,577)      8,517 
 Cash and cash equivalents: 
 At beginning of the period                            24,046     52,540     33,070     42,856 
                                                    ---------  ---------  =========  ========= 
 At end of the period                                  15,493     51,373     15,493     51,373 
                                                    ---------  ---------  =========  ========= 
 

The notes on pages 16 to 34 are an integral part of these Interim Condensed Consolidated Financial Statements.

Notes to the Interim Condensed Consolidated Financial Statements

(All amounts in Euro thousands unless otherwise stated)

For the period ended 30 June 2019 and 2018

   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 30 June 2019.

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.

Principal activities

The Company owns and operates through a wholly-owned subsidiary, "The Riotinto project", 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 up to 80% ownership of "The Touro project", 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 Europe and internationally.

   2.   Basis of preparation and accounting policies 

2.1 Basis of preparation

   (a)           Overview 

The Interim Condensed Consolidated Financial Statements for the period ended 30 June 2019 have been prepared in accordance with International Accounting Standards 34: Interim Financial Reporting.

These interim condensed consolidated financial statements 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 Group for the year ended 31 December 2018, other than as described in Note 2.2 for the changes in accounting policies. These interim condensed consolidated financial statements do not include all of the information and disclosures required in the annual financial statements, and accordingly, should be read in conjunction with the Group's annual consolidated financial statements, which have been prepared in accordance with IFRS and is set out in the Group's Annual Report for the year ended 31 December 2018.

These interim condensed consolidated financial statements for the period ended 30 June 2019 have been reviewed in accordance with the International Standard on Review Engagements 2410 'Review of Interim Financial Information performed by the Independent Auditor of the Entity' by the Group's external auditors, not audited.

   2.   Basis of preparation and accounting policies (cont.) 

2.1 Basis of preparation (cont.)

   (b)           Going concern 

These interim condensed 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 will generate sufficient cash and cash equivalents to continue operating for the next twelve months.

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.

2.2 Changes in accounting policies and disclosures

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 2019.

The Group applied IFRS 16 for the first time from 1 January 2019. As required by IAS 34, the nature and effect of the changes as a result of adoption of this new accounting standard is described below.

Several other amendments and interpretations apply for the first time in 2019, but do not have a significant impact on the interim condensed consolidated financial statements of the Group. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

IFRS 16 - Leases

The Group has adopted all of the requirements of IFRS 16 Leases ('IFRS 16') effective 1 January 2019 (initial application). IFRS 16 supersedes IAS 17 Leases ('IAS 17'). IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for most leases under a single on-balance sheet model.

The Group has applied IFRS 16 using the modified retrospective approach and therefore the comparative information has not been restated and continues to be reported in terms of IAS 17 and IFRIC 4: Determining Whether an Arrangement Contains a Lease. The Group has applied the modified retrospective approach whereby the right of use asset was set equal to the finance lease liability with no impact on retained earnings on 1 January 2019.The Group elected to use the transition practical expedient allowing the standard to be applied only to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 at the date of initial application. As a result, the Group has changed its accounting policy for leases as detailed in the accounting policies.

   2.   Basis of preparation and accounting policies (cont.) 

2.2 Changes in accounting policies and disclosures (cont.)

IFRS 16 - Leases (cont.)

Impact of adopting IFRS 16 on the Group's consolidated financial statements

The following table summarises the impact of adopting IFRS 16 on the Group's extracted consolidated statement of financial position at 1 January 2019:

 
  (Euro 000's)                       As previously   Adjustments   Balance as 
                              Note        reported         as at           at 
                                       31 December     1 January    1 January 
                                              2018          2019         2019 
 Non-current assets 
 Property, plant and 
  equipment                   7            257,376         6,144      263,520 
 Deferred tax asset                          7,927             -        7,927 
 Equity and liabilities 
 Accumulated losses                       (58,308)             -     (58,308) 
 Non-current liabilities 
 Leases                       15                 -         5,609        5,609 
 Current liabilities 
 Leases                       15                 -           534          534 
 
 
   a)              Comparative accounting policy in terms of IAS 17 

In terms of IAS 17, the Group was required to classify its leases as either finance leases or operating leases and account for those two types of leases differently (both as a lessor or a lessee). A lease was classified as a finance lease if it transferred substantially all the risks and rewards incidental to ownership. A lease was classified as an operating lease if all the risks and rewards incidental to ownership did not substantially transfer.

Finance leases were recognised as assets and liabilities in the statement of financial position at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding liability to the lessor was included in the statement of financial position as a finance lease obligation. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease. The lease payments are apportioned between the finance charge and reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate on the remaining balance of the liability.

Operating lease payments, in the event of the Group operating as lessee, were recognised as an expense on a straight-line basis over the lease term. The difference between the amounts recognised as an expense and the contractual payments were recognised as an operating lease asset. The liability was not discounted.

   2.    Basis of preparation and accounting policies (cont.) 

2.2 Changes in accounting policies and disclosures (cont.)

   b)             Accounting policy in terms of IFRS 16 

Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.

The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.

Subsequent to initial measurement, the right-of-use assets are depreciated from the commencement date using the straight-line method over the shorter of the estimated useful lives of the right-of-use assets or the end of lease term. These are as follows:

 
 Right-of-use asset     Depreciation terms in years 
 Land                   Based on Units of Production 
                         (UOP) 
 Motor vehicles         Based on straight line depreciation 
 Laboratory equipment   Based on straight line depreciation 
 

After the commencement date, the right-of-use assets are measured at cost less any accumulated depreciation and any accumulated impairment losses and adjusted for any remeasurement of the lease liability.

Lease liabilities

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability include the following:

   --      Fixed payments, less any lease incentives receivable 

-- Variable lease payments that depend on an index or rate, initially measured using the index or rate as at the commencement date

   --      Amounts expected to be payable by the lessee under residual value guarantees 

-- The exercise price of a purchase option if the lessee is reasonably certain to exercise that option

-- Lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option

-- Payments of penalties for early terminating the lease, unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortised cost using the effective interest rate method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, an extension or a termination option.

When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

   2.   Basis of preparation and accounting policies (cont.) 

2.2 Changes in accounting policies and disclosures (cont.)

   b)             Accounting policy in terms of IFRS 16 (cont.) 

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value (i.e., below EUR5,000). Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

Significant judgement in determining the lease term of contracts with renewal options

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Group has the option, under some of its leases to lease the assets for additional terms of three to five years. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy). The Group included the renewal period as part of the lease term for leases of plant and machinery due to the significance of these assets to its operations. These leases have a short non-cancellable period (i.e., three to five years) and there will be a significant negative effect on production if a replacement is not readily available. The renewal options for leases of motor vehicles were not included as part of the lease term because the Group has a policy of leasing motor vehicles for not more than five years and hence not exercising any renewal options.

c) Amounts recognised in the statement of financial position and profit or loss

Set out below are the carrying amounts of the Group's right-of-use assets and lease liabilities and the movements during the period:

 
                                    Right - of-use assets 
                        ============================================ 
                                               Laboratory                          Lease liabilities 
   (Euro 000's)            Land     Vehicles    equipment      Total 
 
 As at 1 January 
  2019                    6,085           59            -      6,144                           6,144 
 Additions                    -            -          277        277                             277 
 Depreciation expense     (177)          (7)          (6)      (190)                               - 
 Interest expense             -            -            -          -                               4 
 Payments                     -            -            -          -                           (272) 
                        -------  -----------  -----------  ---------      -------------------------- 
 As at 30 June 2019       5,908           52          271      6,231                           6,153 
                        -------  -----------  -----------  ---------      -------------------------- 
 
 

Set out below, are the amounts recognised in profit or loss:

 
                                         Six months     Six months 
                                              ended          ended 
                                            30 June        30 June 
   (Euro 000's)                                2019           2018 
 
 As at 31 December 2018 
 Depreciation expense of right-of-use           190              - 
  assets 
 Interest expense on lease liabilities            4              - 
 Total amounts recognised in profit or          194              - 
  loss 
                                        -----------  ------------- 
 

The Group recognised rent expense from short-term leases

   2.   Basis of preparation and accounting policies (cont.) 

2.3 Fair value estimation

The fair values of the Group'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 other financial assets is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group 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 Group 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

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 or liabilities 
 (Euro 000's)                                    Level 1   Level 2   Level 3    Total 
 30 June 2019 
 Other financial assets 
 Financial assets at FV through OCI                   60         -         -       60 
 Trade and other receivables 
 Receivables (subject to provisional pricing)          -    16,852         -   16,852 
 Total                                                60    16,852         -   16,912 
                                                --------  --------  --------  ------- 
 31 December 2018 
 Other financial assets 
 Financial assets at FV through OCI                   71         -         -       71 
 Trade and other receivables 
 Receivables (subject to provisional pricing)          -     6,959         -    6,959 
                                                --------  --------  --------  ------- 
 Total                                                71     6,959         -    7,030 
                                                --------  --------  --------  ------- 
 

2.4 Critical accounting estimates and judgements

The preparation of the interim condensed consolidated financial statements require management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates and assumptions are continually evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

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.

A full analysis of critical accounting estimates and judgements is set out in Note 3.4 to the 2018 audited financial statements, as well as Note 2.2(b) of these interim condensed consolidated financial statements.

   3.   Business and geographical segments 

Business segments

The Group has only one distinct business segment, being that of mining operations, which include mineral exploration and development.

Copper concentrates produced by the Group are sold to three off-takers as per the relevant offtake agreements (Note 19.3)

Geographical segments

The Group's mining activities are located in Spain. The commercialisation of the copper concentrates produced in Spain is carried out through Cyprus. Sales transactions to related parties are on arm's length basis in a similar manner to transaction with third parties. Accounting policies used by the Group in different locations are the same as those contained in Note 2.

 
(Euro 000's)                                Cyprus      Spain     Other      Total 
Three months ended 30 June 2019 (*) 
Revenue - from external customers            3,360     39,710         -     43,070 
                                          ========  =========  ========  ========= 
Earnings/(loss) Before Interest, Tax, 
 Depreciation and Amortisation (EBITDA)      1,679     10,923     (568)     12,034 
Depreciation/amortisation charge               (1)    (3,744)         -    (3,745) 
Net foreign exchange (loss) / gain           (280)      (144)       (2)      (426) 
Finance income                                   -         13         -         13 
Finance cost                                   (1)       (47)         -       (48) 
Profit/(loss) before tax                     1,397      7,001     (570)      7,828 
                                          ========  =========  ======== 
Tax                                                                          (979) 
                                                                         ========= 
Profit for the period                                                        6,849 
                                                                         ========= 
 
Six months ended 30 June 2019 (*) 
Revenue - from external customers            6,685     88,097         -     94,782 
                                          ========  =========  ========  ========= 
Earnings/(loss) Before Interest, Tax, 
 Depreciation and Amortisation (EBITDA)      3,382     28,823     (661)     31,544 
Depreciation/amortisation charge               (1)    (7,170)         -    (7,171) 
Net foreign exchange gain/(loss)               167        122       (2)        287 
Finance income                                   -         16         -         16 
Finance cost                                   (1)       (81)         -       (82) 
Profit/(loss) before tax                     3,547     21,710     (663)     24,594 
                                          ========  =========  ======== 
Tax                                                                        (3,590) 
                                                                         ========= 
Profit for the period                                                       21,004 
                                                                         ========= 
 
Total assets                                26,869    404,667       694    432,230 
                                          ========  =========  ========  ========= 
Total liabilities                         (14,777)  (109,352)     (628)  (124,757) 
                                          ========  =========  ========  ========= 
Depreciation of property, plant and 
 equipment                                       1      5,489         -      5,490 
                                          ========  =========  ========  ========= 
Amortisation of intangible assets                -      1,681         -      1,681 
                                          ========  =========  ========  ========= 
Total additions of non-current assets            1     38,747         -     38,748 
                                          ========  =========  ========  ========= 
 

*Refer to Note 2.2 Adoption of "IFRS 16 - Leases"

   3.   Business and geographical segments (cont.) 

Geographical segments (cont.)

 
(Euro 000's)                                                                   Cyprus        Spain   Other       Total 
Three months ended 30 June 2018(1) 
Revenue - from external customers                                              48,867            -       -      48,867 
                                                                            =========  ===========  ======  ========== 
Earnings/(loss) Before Interest, Tax, Depreciation and Amortisation 
 (EBITDA)                                                                      46,779     (27,404)      11      19,386 
Depreciation/amortisation charge                                                    -      (2,210)       -     (2,210) 
Net foreign exchange gain/(loss)                                                  433          499       -         932 
Finance income                                                                     19            -       -          19 
Finance cost                                                                      (1)        (130)       -       (131) 
Profit/(loss) before tax                                                       47,230     (29,245)      11      17,996 
                                                                            =========  ===========  ====== 
Tax                                                                                                            (2,294) 
                                                                                                            ---------- 
Profit for the period                                                                                           15,702 
                                                                                                            ---------- 
 
Six months ended 30 June 2018(1) 
Revenue - from external customers                                             101,543            -       -     101,543 
                                                                            =========  ===========  ======  ========== 
Earnings/(loss) Before Interest, Tax, Depreciation and Amortisation 
 (EBITDA)                                                                      96,490     (62,112)       6      34,384 
Depreciation/amortisation charge                                                    -      (6,310)       -     (6,310) 
Net foreign exchange gain/(loss)                                                  887          215       -       1,102 
Finance income                                                                     39            -       -          39 
Finance cost                                                                      (1)        (157)       -       (158) 
Profit/(loss) before tax                                                       97,415     (68,364)       6      29,057 
                                                                            =========  ===========  ====== 
Tax                                                                                                            (4,565) 
                                                                                                            ========== 
Profit for the period                                                                                           24,492 
                                                                                                            ========== 
 
Total assets                                                                   61,389      335,437     300     397,126 
                                                                            =========  ===========  ======  ========== 
Total liabilities                                                            (11,988)    (108,755)    (55)   (120,798) 
                                                                            =========  ===========  ======  ========== 
Depreciation of property, plant and equipment                                       -        4,736       -       4,736 
                                                                            =========  ===========  ======  ========== 
Amortisation of intangible assets                                                   -        1,574       -       1,574 
                                                                            =========  ===========  ======  ========== 
Total additions of non-current assets                                               -       26,167       -      26,167 
                                                                            =========  ===========  ======  ========== 
 

(1) For the purposes of the geographical segment, in 2019 revenues have been reallocated between Cyprus and Spain as per IFRS 15. Comparatives for 2018 have not been restated

Revenue represents the sales value of goods supplied to customers, net of value added tax. The following table summarises sales to customers with whom transactions have individually exceeded 10.0% of the Group's revenues.

 
                        Six months        Six months 
                             ended             ended 
                           30 June           30 June 
(Euro 000's)                  2019              2018 
                  Segment  EUR'000  Segment  EUR'000 
 ------------------------  -------  -------  ------- 
 
    Offtaker 1     Copper   20,652   Copper   17,712 
    Offtaker 2     Copper   29,681   Copper   51,153 
    Offtaker 3     Copper   44,449   Copper   32,678 
 

4. Revenue

 
 (Euro 000's)                               Three months ended  Three months ended  Six months ended  Six months ended 
                                                  30 June 2019        30 June 2018      30 June 2019      30 June 2018 
                                            ==================  ==================  ================  ================ 
    Revenue from contracts with customers               45,774              49,599            93,992           102,421 
    Fair value (losses)/gains relating to 
     provisional pricing within sales (1)              (2,704)               (732)               790             (878) 
                                            ==================  ==================  ================  ================ 
    Total revenue                                       43,070              48,867            94,782           101,543 
                                            ==================  ==================  ================  ================ 
 

All revenue from copper concentrate is recognised at a point in time when the control is transferred. Revenue from freight services is recognised over time as the services are provided.

(1) Within H1 2019 revenue there is a transaction price related to the freight services provided by the Group.

(2) Provisional pricing impact represented the change in fair value of the embedded derivative arising on sales of concentrate.

5. Net finance cost

 
                                              Three months   Three months        Six   Six months 
                                                     ended          ended     months        ended 
                                                   30 June        30 June      ended      30 June 
                                                      2019           2018    30 June         2018 
   (Euro 000's)                                                                 2019 
 Interest expense: 
     Other interest                                     15            104         19          105 
     Interest expense on lease liabilities               4              -          4            - 
     Unwinding of discount on mine 
      rehabilitation provision (Note 
      14)                                               29             27         59           53 
 Interest income(1)                                   (13)           (19)       (16)         (39) 
                                             -------------  -------------  ---------  ----------- 
                                                        35            112         66          119 
                                             -------------  -------------  ---------  ----------- 
 

(1) Interest income relates to interest received on bank balances

6. 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       Three   Six months   Six months 
                                           months      months        ended        ended 
                                            ended       ended      30 June      30 June 
                                          30 June     30 June         2019         2018 
   (Euro 000's)                              2019        2018 
 Profit attributable to equity 
  holders of the parent                     6,954      15,901       21,115       24,758 
                                       ----------  ----------  -----------  ----------- 
 
 Weighted number of ordinary shares 
  for the purposes of basic earnings 
  per share (000's)                       137,339     136,159      137,339      136,159 
                                       ----------  ----------  -----------  ----------- 
 Basic profit/(loss) per share 
  (EUR cents/share)                           5.1        11.7         15.4         18.2 
                                       ----------  ----------  -----------  ----------- 
 
 Weighted number of ordinary shares 
  for the purposes of fully diluted 
  earnings per share (000's)              138,680     137,505      138,419      137,505 
                                       ----------  ----------  -----------  ----------- 
 Fully diluted profit per share 
  (EUR cents/share)                           5.1        11.6         15.3         18.0 
                                       ----------  ----------  -----------  ----------- 
 

At 30 June 2019 there are nil warrants (Note 11) and 2,313,000 options (Note 12) (2018: 262,569 warrants and 1,334,333 options) which have been included when calculating the weighted average number of shares for 2019.

7. Property, plant and equipment

 
 
                                                                                     Deferred 
    (Euro 000's)       Land            Right-of-use   Plant        Assets under        mining   Other 
                       and buildings    assets         and          construction        costs    assets 
                       (1)              (5)            machinery    (2)                   (3)    (4)       Total 
  Cost 
  At 1 January 
   2018                       40,995              -      145,402          11,445       22,317       785      220,944 
  Additions                 4,842(1)              -        1,490          15,352        3,732         -       25,416 
  Reclassifications                -              -        1,579         (1,579)            -         -            - 
  At 30 June 2018             45,837              -      148,471          25,218       26,049       785      246,360 
  Additions                    16(1)              -          834          40,307        1,488         -       42,645 
  Reclassifications                -              -        3,515         (3,515)            -         -            - 
  At 31 December 
   2018                       45,853              -      152,820          62,010       27,537       785      289,005 
  Adoption of 
   IFRS 16(5)                      -          6,144            -               -            -         -        6,144 
  At 1 January 
   2019                       45,853          6,144      152,820          62,010       27,537       785      295,149 
  Additions                      166            277          272          30,410          845         1       31,971 
  Disposals                        -              -            -               -            -       (5)          (5) 
  Reclassifications                -              -          183           (183)            -         -            - 
  At 30 June 2019             46,019          6,421      153,275          92,237       28,382       781      327,115 
                      --------------  -------------  -----------  --------------  -----------  --------   ---------- 
 
  Depreciation 
  At 1 January 
   2018                        4,076              -       13,465               -        3,469       476       21,486 
  Charge for the 
   period                        879              -        3,138               -          550       169        4,736 
  At 30 June 2018              4,955              -       16,603               -        4,019       645       26,222 
  Charge for the 
   period                      1,117              -        3,712                          662      (84)        5,407 
  At 31 December 
   2018                        6,072              -       20,315               -        4,681       561       31,629 
  Charge for the 
   period                      1,048            190        3,543               -          677        32        5,490 
  Disposals                        -              -            -               -            -       (3)          (3) 
  At 30 June 2019              7,120            190       23,858               -        5,358       590       37,116 
                      --------------  -------------  -----------  --------------  -----------  --------   ---------- 
 
  Net book value 
  At 30 June 2019             38,899          6,231      129,417          92,237       23,024       191      289,999 
                      --------------  -------------  -----------  --------------  -----------  --------   ---------- 
  At 31 December 
   2018                       39,781              -      132,505          62,010       22,856       224      257,376 
                      --------------  -------------  -----------  --------------  -----------  --------   ---------- 
 
 

(1) Mine rehabilitation assets and Rumbo Royalty Buyout.

(2) Assets under construction at 30 June 2019 were EUR92.2 million (2018: EUR62.0 million) which include the capitalisation of costs related to the Expansion Project and sustaining capital expenditures.

(3) Stripping costs

(4) Includes motor vehicles, furniture, fixtures and office equipment which are depreciated over 5-10 years.

(5) Refer to Note 2.2 Adoption of "IFRS 16 - Leases"

The above fixed assets are mainly located in Spain.

8. Intangible assets

 
                                   Permits 
      (Euro 000's)            of Rio Tinto     Licences, 
                                   Project       R&D and 
                                       (1)      software     Total 
    Cost 
    At 1 January 2018               76,521         4,505    81,026 
    Additions                           17           828       845 
    At 30 June 2018                 76,538         5,333    81,871 
    Additions                            -         1,648     1,648 
    Disposals                            -         (955)     (955) 
    At 31 December 2018             76,538         6,026    82,564 
    Additions                            -           719       719 
    At 30 June 2019                 76,538         6,745    83,283 
                            --------------  ------------  -------- 
  Amortisation 
    On 1 January 2018                7,145           181     7,326 
    Charge for the period            1,543            31     1,574 
    At 30 June 2018                  8,688           212     8,900 
    Charge for the period            1,682            31     1,713 
    At 31 December 2018             10,370           243    10,613 
    Charge for the period            1,650            31     1,681 
    At 30 June 2019                 12,020           274    12,294 
                            --------------  ------------  -------- 
  Net book value 
    At 30 June 2019                 64,518         6,471    70,989 
                            --------------  ------------  -------- 
    At 31 December 2018             66,168         5,783    71,951 
                            --------------  ------------  -------- 
 
 

(1) Permits and R&D include an amount of EUR5.0 million and an amount of EUR2.4 million respectively that relate to the Touro Project mining rights.

In July 2018, the Company announced an updated technical report on the mineral resources and reserves of The Riotinto Project. The Report increased the open pit mineral reserves by 29% and stated the life of mine as 13.8 years, considering the on-going expansion of the processing plant.

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 the 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 The Riotinto Project, including the intangible assets and any impairment thereof, the Group assessed that no indicators were present as at 30 June 2019 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. back in September 2008. This amount was fully impaired on acquisition, in the absence of the mining licence back in 2008.

9. Inventories

 
 (Euro 000's)              30 June   31 Dec 
                              2019     2018 
 Finished products           2,398    2,955 
 Materials and supplies      7,922    7,381 
 Work in progress            1,058      486 
                          --------  ------- 
                            11,378   10,822 
                          --------  ------- 
 

As of 30 June 2019, copper concentrate produced and not sold amounted to 3,451 tonnes (31 Dec 2018: 4,667 tonnes). Accordingly, the inventory for copper concentrate was EUR2.4 million (31 Dec 2018: EUR3.0 million). During the period the Group recorded cost of sales amounting to EUR65.5 million (H1 2018: EUR70.7 million).

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.

10. Trade and other receivables

 
 (Euro 000's)                                     30 June    31 Dec 
                                                     2019      2018 
 Non-current 
 Deposits                                             250       249 
                                                 --------  -------- 
                                                      250       249 
                                                 --------  -------- 
 Current 
 Trade receivables at fair value - subject 
  to provisional pricing                           10,695     4,498 
 Trade receivables from shareholders at fair 
  value - subject to provisional pricing (Note 
  19.3)                                             6,157     2,461 
 Other receivables from related parties at 
  amortised cost (Note 19.3)                           56        56 
 Deposits                                              24        26 
 VAT receivable                                    13,051    13,691 
 Tax refundable                                        28         - 
 Tax advances                                       1,979     1,208 
 Prepayments                                        2,374       688 
 Other current assets                               1,856     1,060 
                                                 --------  -------- 
                                                   36,220    23,688 
 Allowance for expected credit losses                   -         - 
                                                 --------  -------- 
 Total current trade and other receivables         36,220    23,688 
                                                 --------  -------- 
 

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 book values.

11. 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 31 December 2017/1 
  January 2018                                135,254        13,192       309,577           322,769 
 13 Feb 2018 Shares issued 
  to Rumbo at GBP1.87                a)           193            16           410               426 
 13 Feb 2018 Exercised share 
  options at GBP1.44                 b)            29             3            45                48 
 13 April 2018 Shares issued 
  to Rumbo buyout at GBP2.118         c)        1,601           139         3,887             4,026 
 1 June 2018 Exercised warrants 
  at GBP1.425                        d)           263            22           405               427 
 Share issued costs                                 -             -           (5)               (5) 
                                           ----------  ------------  ------------   --------------- 
 Balance at 30 June 2018 / 
  31 December 2018 / 30 June 
  2019                                        137,340        13,372       314,319           327,691 
                                           ----------  ------------  ------------   --------------- 
 
 

Authorised capital

The Company's authorised share capital is 200,000,000 ordinary shares of Stg GBP0.075 each.

Issued capital

2019

There were no changes in share capital during the six months ended 30 June 2019.

11. Share capital and share premium (continued)

2018

a) On 13 February 2018, the Company issued 192,540 new ordinary shares of GBP0.075 to Rumbo at a price of GBP1.867, thus creating a share premium of EUR410,146.

b) On 13 February 2018, the Company was notified that certain employees exercised options over 29,000 ordinary shares of GBP0.075 at a price of GBP1.44, thus creating a share premium of EUR44,576.

c) On 5 April 2018, the Company entered into an agreement with Rumbo to purchase the whole 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 GBP0.075 at a price of GBP2.118 per share. After this transaction the share premium increased by EUR3,887,128. On 13 April 2018, the new ordinary shares were issued to Rumbo.

d) On 1 June 2018, 262,569 warrants were exercised at GBP1.425 per ordinary share. Hence, 262,569 new ordinary shares of GBP0.075 were issued, thus creating a share premium of EUR405,087.

Warrants

All warrants had been exercised in June 2018 (see d) above).

As at 30 June 2019, there were no warrants.

12. Other reserves

 
 
                                                                               Fair 
                                                                              value 
   (Euro 000's)                                                             reserve    Non-Distributable 
                                        Depletion                                of           reserve(4)    Distributable 
                                        factor(1)                         financial                            reserve(5) 
                                                                             assets 
                       Share   Bonus                Available-for-sale     at FVOCI 
                      option   share                     investment(2)          (3)                                           Total 
                                                                        -----------  -------------------  --------------- 
 At 1 January 
  2018                 6,536     208          450              (1,057)                                                        6,137 
 Adjustment 
  for initial 
  application 
  of IFRS 9                -       -            -                1,057      (1,057)                    -                -         - 
 Recognition 
  of depletion 
  factor                   -       -        5,050                    -            -                    -                -     5,050 
 Recognition 
  of share- 
  based payments          76       -            -                    -            -                    -                -        76 
 Recognition 
  of 
  non-distributable 
  reserve                  -       -            -                    -            -                1,446                -     1,446 
 Change in 
  fair value 
  of financial 
  assets at 
  fair value 
  through OCI              -       -            -                    -         (15)                    -                -      (15) 
                     -------  ------  -----------  -------------------  -----------  -------------------  ---------------  -------- 
 At 30 June 
  2018                 6,612     208        5,500                    -      (1,072)                1,446                -    12,694 
 Recognition 
  of share-based 
  payments               140       -            -                    -                                 -                -       140 
 Change in 
  fair value 
  of financial 
  assets at 
  fair value 
  through OCI              -       -            -                    -         (43)                    -                -      (43) 
                                                                        -----------  -------------------  --------------- 
 At 31 December 
  2018                 6,752     208        5,500                    -      (1,115)                1,446                -    12,791 
 Recognition 
  of share-based 
  payments               107       -            -                    -            -                    -                -       107 
 Recognition 
  of depletion 
  factor                   -       -        5,378                    -            -                    -                -     5,378 
 Recognition 
  of 
  non-distributable 
  reserve                  -       -            -                    -            -                1,984                -     1,984 
 Recognition 
  of distributable 
  reserve                  -       -            -                    -            -                    -            1,844     1,844 
 Change in 
  fair value 
  of financial 
  assets at 
  fair value 
  through OCI              -       -            -                    -         (12)                    -                -      (12) 
                                                                        -----------  -------------------  --------------- 
 At 30 June 
  2019                 6,859     208       10,878                    -      (1,127)                3,430            1,844    22,092 
                     -------  ------  -----------  -------------------  -----------  -------------------  ---------------  -------- 
 

12. Other reserves (continued)

(1) Depletion factor reserve

At 30 June 2019, the Group has disposed EUR5,378k (H1 2018:EUR5,050k) as a depletion factor reserve as per the Spanish Corporate Tax Act.

(2) Available-for-sale investments reserve

As at 31 December 2017 this reserve recorded fair value changes on available-for-sale investments. On disposal or impairment, the cumulative changes in fair value were recycled to the income statement. These assets were reclassified upon adoption of IFRS 9.

(3) Fair value reserve of financial assets at FVOCI

The Group has elected to recognise changes in the fair value of certain investments in equity securities in OCI, as explained in (2) above. These changes are accumulated within the FVOCI reserve within equity. The Group transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

(4) Non-distributable reserve

As required by the Spanish Corporate Tax Act, the Group has classified a non-distributable reserve of 10% of the profits generated by the Spanish subsidiaries until the reserve is 20% of share capital of the subsidiary.

(5) Distributable reserve

As result of the 2018 profit generated in Atalaya Riotinto Minera, the Group decided to record a distributable reserve in order to comply with the Spanish Corporate Tax Act.

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 30 June 2019:

 
                                                 Number of share options 000's 
 Outstanding options at 1 January 2019                                   1,313 
   - Expired during the reporting period                                 (500) 
   - Granted during the reporting period (1)                             1,500 
                                                ------------------------------ 
 Outstanding options at 30 June 2019                                     2,313 
                                                ------------------------------ 
 

(1) On 30 May 2019, the Company announced that it granted 1,500,000 share options (the "Options") to Persons Discharging Managerial Responsibilities ("PDMRs") and management in accordance with the Company's approved Share Option Plan 2013 (the "Option Plan"). The Options expire five years from the date of grant (29 May 2019), have an exercise price of 201.5 pence per ordinary share, based on the minimum share price in the five days preceding the grant date, and vest in two equal tranches, half on grant and half on the first anniversary of the granting date.

13. Trade and other payables

 
 (Euro 000's)                 30 June 2019   31 Dec 2018 
 Non-current 
 Land options                           10            32 
 Government grant                       13            13 
                             -------------  ------------ 
                                        23            45 
                             -------------  ------------ 
 Current 
 Trade payables                     49,226        53,098 
 Land options and mortgage             542           791 
 Accruals                            4,862         3,382 
                                    54,630        57,271 
                             -------------  ------------ 
 

Trade payables are mainly for the acquisition of materials, supplies and other services. These payables do not accrue interest and no guarantees have been granted. The fair value of trade and other payables approximate their book values.

Trade payables are non-interest-bearing and are normally settled on 60-day terms.

14. Provisions

 
                                          Rehabilitation 
   (Euro 000's)             Legal costs            costs     Total costs 
 1 January 2018                     213            5,514           5,727 
 Additions                            -              954             954 
 Revision of provision             (20)                -            (20) 
 Finance cost                         -               53              53 
 At 30 June 2018                    193            6,521           6,714 
 Additions                            6               18              24 
 Revision of provision             (72)            (133)           (205) 
 Finance cost                         -             (14)            (14) 
                         --------------  ---------------  -------------- 
 At 31 December 2018                127            6,392           6,519 
 Additions                            5              122             127 
 Revision of provision             (23)                -            (23) 
 Finance cost                         -               59              59 
 At 30 June 2019                    109            6,573           6,682 
                         --------------  ---------------  -------------- 
 
 
 (Euro 000's)    30 June   31 Dec 
                    2019     2018 
 Non-current       6,682    6,519 
 Current               -        - 
                --------  ------- 
 Total             6,682    6,519 
                --------  ------- 
 

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 30 June 2019 was 1.87%, which is the 15-year Spain Government Bond rate (31 December 2018: 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 30 June 2019. Management has reviewed individually each case and made a provision of EUR5 thousand for these claims, which has been reflected in these interim condensed consolidated financial statements.

15. Leases

 
 (Euro 000's)   30 June 2019     31 Dec 2018 
 Non-current 
 Leases                5,846               - 
                       5,846               - 
               -------------    ------------ 
 Current 
 Leases                  307               - 
                         307               - 
               -------------    ------------ 
 

Finance leases

The Group entered into lease arrangements for the renting of land, laboratory equipment and vehicles. The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. Depreciation expense regarding leases amounts to EUR0.2 million (2018: EURnil) for the six month period ended 30 June 2019. The duration of the land lease is for a period of thirteen years, payments are due at the beginning of the month escalating annually on average by 1.5%. At 30 June 2019, the remaining term of this lease is twelve and a half years.

15. Leases (cont.)

The duration of the motor vehicle and laboratory equipment lease is for a period of four years, payments are due at the beginning of the month escalating annually on average by 1.5%. At 30 June 2019, the remaining term of this motor vehicle and laboratory equipment lease is three and a half years and four years respectively.

 
 (Euro 000's)                              30 June   31 Dec 
                                            2019      2018 
 Minimum lease payments due: 
                                               299        - 
        *    Within one year 
                                             2,249        - 
        *    Two to five years 
                                             3,605        - 
        *    Over five years 
 Less future finance charges                     -        - 
                                          --------  ------- 
 Present value of minimum lease payments     6,153        - 
  due 
                                          --------  ------- 
 
 Present value of minimum lease payments 
  due: 
                                               299        - 
        *    Within one year 
                                             2,249        - 
        *    Two to five years 
                                             3,605        - 
        *    Over five years 
                                          --------  ------- 
                                             6,153        - 
                                          --------  ------- 
 
 
 (Euro 000's)                           Lease liability 
 Balance 1 January 2019                           6,144 
 Additions                                          277 
 Interest expense                                     4 
            Lease payments                        (272) 
 Balance at 30 June 2019                          6,153 
                                       ---------------- 
 
 Balance at 30 June 2019 
 
        *    Non-current liabilities              5,846 
 
        *    Current liabilities                    307 
                                       ---------------- 
                                                  6,153 
                                       ---------------- 
 

16. Deferred consideration

In September 2008, the Group moved to 100% ownership of Atalaya Riotinto Mineral 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") with Astor Management AG ("Astor") which included a deferred consideration of EUR43.9 million (the "Deferred Consideration") payable as consideration in respect of the acquisition. The Company also entered into a credit assignment agreement at the same time with a related company of Astor, Shorthorn AG, pursuant to which the benefit of outstanding loans was assigned to the Company in consideration for the payment of EUR9.1 million to Shorthorn (the "Loan Assignment").

The Master Agreement has been the subject of litigation in the High Court and the Court of Appeal that has now concluded. As a consequence, ARM must apply any excess cash (after payment of operating expenses, sustaining capital expenditure, any senior debt service requirements and up to US$10 million per annum (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).

As at 30 June 2019, no consideration has been paid as the Company has not generated any Excess Cash as per the Master Agreement.

"Excess cash" is not defined in the Master Agreement leaving ambiguity as to how it is to be calculated. The Company regularly revisits its assessment on when the Deferred Consideration will become payable and at the date of the balance sheet has classified the EUR53 million liability recognised by the Group between current liabilities and non-current liabilities, accordingly.

Timing and quantum of payments will be estimated depending on the future key variables such as methodology for the calculation, definition of "Project", the price of copper and the US Dollar and Euro exchanges rates, timing of sustaining capital expenditures, increased costs and other operational issues. These factors can vary significantly, and any amounts actually paid within twelve months of the balance sheet date may differ substantially from the amounts presently estimated to become payable within this period. In particular, copper price assumptions were set earlier in the year at levels above

16. Deferred consideration (continued)

current spot prices and if the current copper price weakness were to continue, the amount payable within twelve months could reduce substantially or if spot prices continue for the rest of the year the amount payable within twelve months could be wholly eliminated with nil Excess Cash generated during 2019.

The effect of discounting remains insignificant, in line with the 2018 assessment, and therefore the Group has measured the liability for the Astor Deferred Consideration on an undiscounted basis.

17. Acquisition, incorporation and disposal of subsidiaries

There were neither acquisition nor incorporation of subsidiaries during the six-month period to 30 June 2019.

18. Wind-up of subsidiaries

There were no operations wound-up during the six-month period to 30 June 2019.

19. Related party transactions

The following transactions were carried out with related parties:

19.1 Compensation of key management personnel

The total remuneration and fees of Directors (including Executive Directors) and other key management personnel was as follows:

 
                                           Three  Three months  Six months  Six months 
                                          months         ended       ended       ended 
  (Euro 000's)                             ended       30 June     30 June     30 June 
                                         30 June          2018        2019        2018 
                                            2019 
Directors' remuneration and fees             242           144         486         400 
Share option-based benefits and other 
 benefits to directors                        13            59          24          66 
Key management personnel fees                616            88         730         207 
Share option-based and other benefits 
 to key management personnel                  23            57          48          57 
                                        --------  ------------  ----------  ---------- 
                                             894           348       1,288         730 
                                        --------  ------------  ----------  ---------- 
 

19.2 Share-based benefits

On 29 May 2019, the directors and key management personnel have been granted 1,250,000 options. The options will expire in five years from the date of grant (29 May 2019), have an exercise price of 201.5 pence per ordinary share, based on the minimum share price in the five days preceding the grant date, and vest in two equal tranches, half on grant and half on the first anniversary of the granting date (Q2 2018: nil).

19.3 Transactions with related parties/shareholders

i) Transaction with shareholders

 
                                            Three months  Three months   Six months  Six months 
                                                   ended         ended        ended       ended 
                                                 30 June       30 June      30 June     30 June 
  (Euro 000's)                                      2019          2018         2019        2018 
                                           =============  ============  ===========  ========== 
Trafigura- Revenue from contracts                  8,986         8,136       20,663      18,038 
Freight services                                       -             -            -           - 
                                           -------------  ------------  -----------  ---------- 
                                                   8,986         8,136       20,663      18,038 
Gain / (losses) relating provisional 
 pricing within sales                              (782)             -         (11)       (326) 
                                           -------------  ------------  -----------  ---------- 
Trafigura - Total revenue from contracts           8,204         8,136       20,652      17,712 
                                           =============  ============  ===========  ========== 
 

19. Related party transactions (continued)

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 (XGC) to transfer the rights over the concentrates. In December 2017, the Group was notified and consented the novation of XGC offtake agreement as XGC reached an agreement with a third party (LDC) to transfer the rights over the concentrates.

ii) Period-end balances with related parties

 
 
  (Euro 000's)                        30 June 2019    31 Dec 2018 
Receivables from related parties: 
Recursos Cuenca Minera S.L.                     56             56 
Total (Note10)                                  56             56 
                                    --------------  ------------- 
 

The above balances bear no interest and are repayable on demand.

iii) Period-end balances with shareholders

 
 
  (Euro 000's)                              30 June 2019     31 Dec 2018 
Trafigura - Debtor balance- subject to 
 provisional pricing                               6,157           2,461 
Total (Note 10)                                    6,157           2,461 
                                         ---------------  -------------- 
 

The above debtor balance arising from sales of goods and other balances bear no interest and is repayable on demand.

20. 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 these 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.

Receipt of rulings of claims made by an environmental Group

On 29 March 2019, the Company announced that it had received notification from the Supreme Court in Spain that it did not have jurisdiction over the appeal made by the Junta de Andalucía ("JdA") and the Company and the announced Ruling by the Tribunal Superior de Justicia de Andalucía ("TSJA") remains valid.

On 26 April 2019, the Company announced a judgment related to the Mining Permits to operate Proyecto Riotinto (the "Mining Permits") was handed down by the TSJA. The TSJA declared the Mining Permits are linked to the Environmental Permits, ruled by the same tribunal on September 2018. The new ruling on the Mining Permits is based on the requirement to have an AAU before issuing mining permits and therefore invalidates the existing Mining Permits. The TSJA did not accept the requests by EeA for the cessation of activities at the mine and an increase in the scope of the environmental plan.

The Company was notified on 16 July 2019 that the JdA has started the administrative process to resolve the previously reported legal issues identified by the TSJA relating to the Unified Environmental Declaration and the Mining Permits.

The Company continues operating the mine normally and it is still confident that the ongoing process carried out by the JdA will not impact its operations at Proyecto Riotinto.

21. Commitments

There have not been any new commitments during the period.

22. Significant events

There have been no significant events during the six month period other than as disclosed in the financial statements and the notes above.

23. Events after the reporting period

On 10 July 2019, the Company announced that it has granted 400,000 share options (the "Options") to a PDMR in accordance with the Company's approved Option Plan. The Options expire five years from the date of grant (8 July 2019), have an exercise price of 204.5 pence per ordinary share, based on the minimum share price in the five days preceding the grant date, and vest in two equal tranches, half on grant and half on the first anniversary of the granting date.

On 5 July 2019, the Company announced the appointment of Peel Hunt LLP as joint broker, alongside Atalaya's existing brokers,

There were no other significant events subsequent to the reporting period.

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

MSCUSUWRKNAWAAR

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August 15, 2019 02:01 ET (06:01 GMT)

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