Mining, Minerals & Metals PLC Annual Report and Financial Statements (0165B)

TIDMMMM

RNS Number : 0165B

Mining, Minerals & Metals PLC

30 May 2023

30 May 2023

For Immediate Release

Mining, Minerals & Metals plc

Annual Report and Financial Statements

Mining, Minerals & Metals plc ("MMM" or the "Company") presents its audited financial statements for the twelve months ended 31 January 2023 ("Financial Statements") as extracted from the Company's Annual Report which is now available on the Company website at www.mmmplc.com and will be provided to shareholders who have requested a printed or electronic copy.

The Financial Statements are set out below and should be read in conjunction with the Report which contains the notes to the Financial Statements.

Further information

For further information, please visit the Company's website: www.mmmplc.com

- Ends-

Roy Pitchford

Non-Executive Chairman, Mining, Minerals & Metals plc

Telephone [phone]

Email: [e-mail]

Tavira Financial Limited - Financial Adviser and Broker

Jonathan Evans

Telephone: [phone]

Email: [e-mail]

Notes to Editors

Mining, Minerals & Metals plc was established as a special purpose acquisition company to undertake an acquisition of one or more businesses (either shares or assets) that has operations involved in natural resources exploitation that it will then look to develop and expand. The directors of MMM have established a network of contacts internationally within the sector and will utilise independent third parties to provide expert advice where necessary.

Forward Looking Statements

Certain statements in this announcement are or may be deemed to be forward looking statements. Forward looking statements are identi ed by their use of terms and phrases such as "believe" "could" "should" "envisage" "estimate" "intend" "may" "plan" "will" or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth results of operations performance future capital and other expenditures (including the amount, nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward looking statements re ect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. Many factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The Company cannot assure investors that actual results will be consistent with such forward looking statements.

CHAIRMAN'S STATEMENT

I have pleasure in presenting the 2023 Annual Report and Accounts of Mining, Minerals & Metals Plc (the "Company").

The Company was formed to undertake the acquisition of a controlling interest in a business (either shares or assets) that has operations in the natural resources sector (an "Acquisition"), reflecting the experience of the Company's board of directors.

On 7th October 2021 the Board of MMM announced that it was in early stage discussions and had entered into a non-binding term sheet with Africa Resources Holdings LLC ("ARH") to acquire the entire issued share capital of Narnia Mauritius Gas Holdings Limited ("NMGH"), that will hold a ninety five percent ("95%"), interest in Inert Gas Industries (Proprietary) Limited ("IGI"), which in turn owns the Lindley Natural Gas Project ("LNGP") exploration licences (the "Licences") situated in the Free State Province of South Africa ("The Proposed Transaction").

The Company has completed its commercial due diligence on LNGP including commissioning a Competent Persons Report on the Licences covering the LNGP. During this diligence process we became aware that the Licences had lapsed and were no longer in good standing. ARH, in conjunction with IGI, is currently collaborating with the South African mining authorities to renew the Licences. The likelihood of the renewal of the Licences cannot be guaranteed nor the timing forecast but it is reasonable to expect progress of the Proposed Transaction to be subject to further delay. This development has prevented the completion of the remaining conditions precedent to closing of the Proposed Transaction, namely, (i) entering into definitive legal agreements (ii) raising further funds for the Proposed Transaction; (iii) approval by shareholders at a General Meeting to be convened; (iv) obtaining all necessary approvals (if required) and; (v) granting of eligibility for the readmission of the Company to the Official List by the FCA.

The Board of MMM remain of the view that the Proposed Transaction is an attractive opportunity to present to shareholders and believes it is in the interest of the Company and its shareholders to continue to move forward with ARH to acquire NMGH, IGI, and the LNGP.

However, there can be no certainty that the Proposed Transactions will proceed, and the Board will continue to update shareholders as developments arise.

Additional Proposed Acquisition

Given the delays being experienced in progressing the Proposed Transaction, the Board have considered several opportunities presented to them for the Company to acquire complementary assets. A decision has been made to proceed to detailed negotiations on the acquisition of a gas asset in the Republic of Botswana ("Additional Proposed Acquisition"). Initial negotiations on headline terms are at an advanced stage although the Company will not enter into any substantive agreement unless and until it is satisfied with the results of its further due diligence. The Company will update shareholders once headline terms have been agreed.

Completion of this Additional Proposed Acquisition (if the Board are minded to proceed) will be subject to satisfaction of a number of conditions including; (i) completion of satisfactory due diligence (ii) execution of a definitive legal agreements (iii) auditing of the licence holding company accounts; (iv) raising sufficient further funds for the Additional Proposed Acquisition and all necessary working capital; (v) approval by shareholders at a General Meeting to be convened; vi) obtaining all necessary approvals (if required) and; vii) granting of eligibility for the readmission of the Company to the Official List by the FCA.

In addition to the Additional Proposed Acquisition the Board is considering other potential opportunities.

Current Financial Position

The costs incurred in pursuing the Proposed Transaction together with the delay in securing a suitable project has reduced the Company's cash resources notwithstanding that overheads have been kept to the absolute minimum, including no directors remuneration until a suitable project is finalised. The Company will require further capital to complete the Proposed Transaction and the Additional Proposed Acquisition and intends to approach certain of its shareholders to seek their agreement to provide further capital to ensure the Company is able to proceed with negotiations on both the Proposed Transaction and the Additional Proposed Acquisition.

I look forward to reporting our progress to you in relation to the above in the coming weeks.

Roy Pitchford

Chairman

26 May 2023

STRATEGIC REPORT

Overview

The primary objective of the strategic report is to provide information for the shareholders and help them to assess how the directors have performed their duty, under section 172 of the Companies Act 2006, to promote the success of the company and to provide context for the related financial statements.

The duty of a director, as set out in section 172 of the Act, is to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members, and in doing so have regard (amongst other matters) to:

(a) the likely consequences of any decision in the long term;

(b) the interests of the company's employees;

(c) the need to foster the company's business relationships with suppliers, customers and others;

(d) the impact of the company's operations on the community and the environment;

(e) the desirability of the company maintaining a reputation for high standards of business conduct; and

(f) the need to act fairly as between members of the company.

The Company is in its early stages and does not have any employees other than the board of Directors. Since listing in March 2020, the Company has sought a suitable Acquisition and in October 2021 entered a non-binding term sheet for the Proposed Transaction, further details of which are set out in the review of business section below.

The Company has had relatively little interaction with its members and internal stakeholders during and subsequent to the financial year and it should be noted that due to the early stage of the Company's development, the Board also deems the Company's impact on external stakeholders to have been minimal during the financial year.

Review of the Company's Business

The Company was set up to undertake an acquisition in the natural resource sector, that it will then look to develop.

On 6 March 2020, the Company successfully admitted its Ordinary Shares to the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on the Main Market of the London Stock Exchange. In conjunction with this the Company raised gross proceeds to date (including GBP514,000 on admission to the main market) of approximately GBP726,667.

As noted in the Chairman's Statement, the Company has evaluated potential Acquisition opportunities and in October 2021 entered into a non-binding term sheet with ARH to acquire the entire issued share capital of NMGH, that will hold a 95%, interest in IGI, which in turn owns the LNGP exploration licences situated in the Free State Province of South Africa . The Company has completed its commercial due diligence on LNGP including commissioning a Competent Persons Report on the Licences covering the LNGP. During this diligence process the Company became aware that the Licences had lapsed and were no longer in good standing. ARH, in conjunction with IGI, is currently collaborating with the South African mining authorities to renew the Licences. The likelihood of the renewal of the Licences cannot be guaranteed nor the timing forecast but it is reasonable to expect progress of the Proposed Transaction to be subject to further delay. This development has prevented the completion of the remaining conditions precedent to closing of the Proposed Transaction, namely, (i) entering into definitive legal agreements (ii) raising further funds for the Proposed Transaction; (iii) approval by shareholders at a General Meeting to be convened; (iv) obtaining all necessary approvals (if required) and; (v) granting of eligibility for the readmission of the Company to the Official List by the FCA. The Board of MMM remain of the view that the Proposed Transaction is an attractive opportunity to present to shareholders and believes it is in the interest of the Company and its shareholders to continue to move forward with ARH to acquire NMGH, IGI, and the LNGP. However, there can be no certainty that the Proposed Transactions will proceed, and the Board will continue to update shareholders as developments arise.

As further noted in the Chairman's Statement, there is an Additional Proposed Acquisition in contemplation along with other potential targets and the Board will provide updates on these in due course.

Financing of the Company and the Proposed Transaction

The Directors intend to raise further cash resources to fund the due diligence and other transaction costs in respect of the Proposed Transaction. The Directors will seek to minimise costs expended on professional, advisory, and administrative fees. Additionally, the Company has considerable flexibility in how it may finance the consideration for the Proposed Transaction, although at this stage it is likely this will happen via the issue of additional shares in the Company. It is also likely that in conjunction with the Proposed Transaction further equity funds will be raised through the issue of shares in the Company.

Key Performance Indicators

The Directors track the following as the Company's key performance indicators ("KPls"):

   --      Administrative expenses 
   --      Cash holdings 

The Company's accounting systems track performance on a monthly basis in particular focusing on working capital needs. These KPls will be refined and augmented as the Company's business develops. If the Acquisition is completed; the Directors expect the KPls to focus on revenue generation and the growth of the acquisition target.

Principal Risks and Uncertainties

The Directors consider the principal risks and uncertainties facing the Company and a summary of the key measures taken to mitigate those risks are as follows:

Financial risks

The effective management of its financial exposures is central to preserving the Company's performance. The Company is exposed to financial market risks and may be impacted negatively by fluctuations in general capital market sentiment and cyclicality. These factors may create volatility in the Company's results to the extent that they are not effectively hedged.

The Company's outsourced finance team provides support to the board to ensure accurate financial reporting and tracking of business performance. Reporting on financial performance is provided on a regular basis to senior management and the Board.

Operational risks

The success of the Company's business strategy is dependent on its ability to complete Acquisition opportunities and the subsequent performance of the acquired entities.

The Directors seek to manage these risks by leveraging the experience of the executive team and complementary skill sets of the non-executive directors to prudently identify, pursue and execute on Acquisition opportunities.

The review of Acquisition targets involves an assessment of the target's business and the markets it operates in, its business plans and management capabilities. ln identifying and assessing potential targets, the Board considers the risk profile of the business concerned, in particular, its financial and commercial viability and suitability for a listed company. The Board consults its Financial Advisor and Broker throughout as a means of mitigating risk and complying with the listing Rules. Performance is monitored regularly and reported to the Board.

Corporate Responsibility

The Company takes its responsibilities as a corporate citizen seriously. The Board's primary goal is to create shareholder value but in a responsible manner that serves all stakeholders.

Governance

The Board considers corporate governance as a critical component of the Company's success. The Company has an effective and engaged Board with a strong non-executive presence from diverse backgrounds. The Board is committed to ensuring that particularly as the Company's business develops, the Company's values are reinforced, effective risk management practices are implemented and that the Company adheres to high standards of corporate governance.

The Company has decided not to apply a Corporate Governance Code provisions given its current size and resources. The Company is a small company with modest resources. The Company has a clear mandate to optimise the allocation of limited resources to source acquisitions and support its future plans. As such the Company strives to maintain a balance between conservation of limited resources and maintaining robust corporate governance practices. As the Company evolves, the Board is committed to enhancing the Company's corporate governance policies and practices deemed appropriate to the size and maturity of the organisation.

The management report for the period is constituted by the content of the Strategic Report and Directors' Report.

Growth Strategy and Outlook

The Company's near-term goals are to execute its Acquisition strategy and complete the Proposed Transaction. ln the event of the completion of the Proposed Transaction, the Board expects the immediate focus to be on developing the LNGP.

Going Concern

These financial statements are prepared on the going concern basis. The going concern basis assumes that the Company will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities and commitments in the normal course of business .

The Company has limited administrative expenses associated with its continuing operations and its liabilities are limited to trade payables associated with the administrative expenditure . The Directors have prepared budgetary forecasts for the period ended 30 June 2024, considering operating cashflows and expenditure requirements for the Company. The Company has also received indications of support from its three largest shareholders (and warrant holders) who may provide additional funding to the Company, via exercise of their warrants or other means of funding provision, should this be required to facilitate meetings its ongoing cash requirements.

However, in order for the Company to be able to continue operating as a going concern, it will require additional funding in the near term. Whilst the directors remain confident that such funding will be available, including the potential provision of financial support by the above referenced warrant holders, there can be no certainty that such funding will be available as and when it becomes necessary to continue to meet the ongoing needs of the business. As a result, there exists a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern. The financial statements do not include any adjustments that would result if the Group was unable to continue as a going concern.

On behalf of the Board,

Roy Pitchford

Director

26 May 2023

BOARD OF DIRECTORS

Roy Pitchford - Chairman

Roy brings over 30 years' executive and managerial expertise as well as a proven track record in Southern Africa in the junior mining industry to the Company. Roy has particular responsibilities for co-ordinating and reviewing potential reverse takeover targets.

During his career in the resource development arena Roy has held the position of Chief Executive Officer for Cluff Resources Zimbabwe Ltd, Masasa Mines (Pvt) Ltd, Zimbabwe Platinum Mines Ltd, African Platinum Plc, African Minerals Ltd, and Vast Resources Plc. He is currently a Non-Executive Chairman of Contango Holdings Plc.

Roy is a qualified Chartered Accountant (CA (Z)).

Konosoang ("Kay") Asare-Bediako - Non-Executive Director

Kay is an experienced deal maker and business leader, with extensive experience in finance and investment banking.

Kay is a director at Absa Group within the Investment Banking Division, responsible for the origination and implementation of Investment Banking mandates. Prior to joining Absa Group, Kay was an executive director at Moshe Capital where she headed up the Corporate Finance division. Whilst at Moshe Capital, Kay grew the team from two people in 2015 to twelve in 2020; making Moshe Capital one of the most formidable black, female-owned and managed corporate finance firms in South Africa. In 2019 Moshe Capital was awarded the "Corporate Finance team of the year" by The Association of Black Securities and Investment Professionals.

Before joining Moshe Capital, Kay worked within the Investment Banking Division of Deutsche Bank as a Senior Associate. She is a former director of Malundi Coal, a mining investment company, and a former a non-executive director of Yalu Financial Services, a provider of credit life insurance.

Kay holds a Bachelor of Business Science with Finance Honours from the University of Cape Town and is a qualified chartered accountant (CA(SA)) and a recipient of the Columbia Business School Certificate in Business Excellence.

Michael ("Mike") Stewart - Non-Executive Director

Mike is an experienced managing director and chief executive with a track record of delivering rapid, multimillion-pound growth and has many years of experience in business turnarounds, acquisitions, business transformations and growth.

Mike's international experience encompasses large multinational businesses such as Sasol, Mondi, Anglo American, Linpac, Mainetti and Schletter as well as the SME sector and Private Equity.

Mike currently holds the following directorships: Linkcove Ltd, VAT Reclaim Ltd, Stewart Stratco Ltd. In the past five years, Mike has held the following other directorships: Schletter Africa Ltd and VAT Recovery Ltd.

Jonathan ("Johnny") Martin Smith - Non-Executive Director

Johnny is an Independent Non-Executive Director and Chairman of the Remuneration Committee of IRC. He stepped down as a partner of the specialist mining advisory firm Legacy Hill Capital to take up being Chief Executive Officer of Sumner Group Mining Plc (previously known as VI Mining Plc). He was the founder of London based Smith's Corporate Advisory, which he sold to UK stockbroker Westhouse Holdings in 2010, where he subsequently headed the mining practice. Prior to establishing his own firm, he worked at UBS, Credit Suisse and Williams de Broe. He recently served as a Temporary Independent Non-Executive Director of Petropavlovsk Plc for the months of July and August 2020.

DIRECTORS' REPORT

The Directors present their report together with the audited financial statements, for the year ended 31 January 2023.

The Company was incorporated on 28 January 2013 in England and Wales, as private company, and it re-registered as a public limited company on 22 October 2018. The company was subsequently listed on the Main Market for listed securities of the London Stock Exchange on 6 March 2020.

Results and dividends

The results for the period are set out in the Statement of Comprehensive Income on page 14. The Directors do not recommend the payment of a dividend on the ordinary shares.

Directors

The Directors of the Company during the year were as follows, all being non-executive Directors:

Konosoang Asare-Bediako

Roy Pitchford

Michael Stewart

Jonathan Martin Smith

Directors' interests

The interest and deemed interest in the share capital of the Company by the Directors at the end of financial year are as follows:

 
 Name               Number of Ordinary   Percentage of Existing 
                           Shares held          Ordinary Shares 
 Michael Stewart               105,000                    0.33% 
                   -------------------  ----------------------- 
 

Substantial shareholders

As at the end of the financial year the total number of issued Ordinary Shares with voting rights in the Company was 32,049,999. The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at the date of this report.

 
 Shareholder            Number of Ordinary   Percentage of Existing 
                               Shares held          Ordinary Shares 
 Robert Allen Papiri             8,098,271                   25.27% 
                       -------------------  ----------------------- 
 Michael Sobeck                  6,229,327                   19.44% 
                       -------------------  ----------------------- 
 Moshe Capital                   3,200,000                    9.98% 
                       -------------------  ----------------------- 
 Tangiers Investment 
  Group LLC                      2,339,069                    7.30% 
                       -------------------  ----------------------- 
 Matthew Bonner                  1,100,000                    3.43% 
                       -------------------  ----------------------- 
 Paul Welker                     1,100,000                    3.43% 
                       -------------------  ----------------------- 
 Eric Dyer                       1,000,000                    3.12% 
                       -------------------  ----------------------- 
 

Dividend policy

The Company's current intention is to retain any earnings for use in its business operations, and the Company does not anticipate declaring any dividends in the foreseeable future. The Company will only pay dividends to the extent that to do so is in accordance with all applicable laws. The Company does not currently have any distributable reserves to facilitate payment of a dividend.

Auditors and disclosure of information

The directors confirm that:

-- there is no relevant audit information of which the Company's statutory auditor is unaware; and

-- each Director has taken all the necessary steps he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's statutory auditor is aware of that information.

This con rmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006.

Responsibility Statement

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare financial statements for the Company in accordance with UK adopted International Accounting Standards.

Under company law the directors must not approve the nancial statements unless they are satis ed that they give a true and fair view of the state of affairs of the Company and of the pro t or loss of the company for that period. In preparing these nancial statements, the directors are required to:

   --      select suitable accounting policies and then apply them consistently; 
   --      make judgements and estimates that are reasonable and prudent; 

-- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time, the financial position of the Company to enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The maintenance and integrity of the Mining, Minerals & Metals Plc website is the responsibility of the Directors.

The directors confirm, to the best of their knowledge that:

-- the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

-- the Strategic Report include a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that it faces.

-- the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company's performance, business model and strategy.

Greenhouse gas disclosures

As the Company does not currently have any operations, it is not practical to obtain and analyse emissions data for the Company operations. However, given the lack of physical operations in the year, and the lack of any plant or office space, the carbon footprint and climate change impact of the Company's operations are considered to be negligible, and in any event below the 40 MWh threshold prescribed for detailed emissions disclosures.

As such, the Company does not consider it relevant to provide climate related disclosures under the recently enacted TCFD guidelines, nor would determination of the relevant emissions data be practical. Once the Company has completed a project acquisition, and hence transitioned into an operating company, it will revisit its position on climate disclosures accordingly.

Financial risk management and future development

An indication of the likely future developments in the business of the Company are included in the Strategic Report.

An explanation of the Company's financial risk management objectives, policies and strategies is set out in note 10.

Auditors

The auditors, Crowe U.K. LLP, have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the Annual General Meeting.

Events after the reporting date

There have been no material events subsequent to the year end.

The Directors' Report was approved by the Board of Directors on 26 May 2022 and is signed on its behalf by:

Roy Pitchford

Director

26 May 2023

DIRECTORS' REMUNERATION REPORT

Directors

The Directors of the Company during the year were as follows, all being non-executive Directors:

   --      Konosoang Asare-Bediako 
   --      Roy Pitchford 
   --      Michael Stewart 
   --      Jonathan Martin Smith 

Directors' Remuneration

No amount was paid or become payable to any of the Directors of the Company during the year ended 31 January 2023 (2022: GBPnil) due to the lack of ongoing operations during this period.

Directors' remuneration arrangements will be reviewed and implemented once a suitable project transaction has been advanced to the point of shareholder approval.

Roy Pitchford

Director

26 May 2023

Independent auditor's report to the members of Mining, Minerals & Metals Plc

Opinion

We have audited the financial statements of Mining, Minerals & Metals Plc (the "company") for the year ended 31 January 2023 which comprise statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and notes to the financial statements , including significant accounting policies. The financial reporting framework that has been applied in the preparation of the company financial statements is applicable law and UK-adopted international accounting standards.

In our opinion the financial statements:

-- give a true and fair view of the state of the company's affairs as at 31 January 2023 and of the its loss for the year then ended;

-- have been properly prepared in accordance with UK-adopted international accounting standards;

   --      have been prepared in accordance with the requirements of the Companies Act 2006. 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

We draw attention to the section headed Going Concern on page 5 of the financial statements, which details the factors the Company has considered when assessing the going concern position. As detailed in the relevant note on page 18, the uncertainty surrounding the availability of funds to finance the operating cashflows and expenditure requirements for the company indicates the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included:

   --      Discussions with management in relation to the future plans of the Company. 

-- Reviewing the directors' going concern assessment including the worst-case scenario cash flow forecast that covers at least 12 months from the approval of the financial statements.

-- Understanding what forecast expenditure is committed and what could be considered discretionary.

   --      Considering the liquidity of existing assets of the statement of financial position. 

-- Considering the options available to management for further fundraising, or additional sources of finance.

   --      Considering potential downside scenarios and the resultant impact on available funds. 

-- Making enquiries of management as to its knowledge of events or conditions beyond the period of their assessment that may cast significant doubt on the Company's ability to continue as a going concern, and evaluating the reliability of the data underpinning the forecast cash flows.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Overview of our audit approach

Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be GBP7,000 (2022 GBP5,000), based on approximately 5% of loss before taxation.

We use a different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. Performance materiality was set at 70% of materiality for the financial statements as a whole, which equates GBP4,900 (2022: GBP3,500) for the company.

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration.

We agreed with the board to report to it all identified errors in excess of GBP350 (2022: GBP150). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

Our audit was scoped by obtaining an understanding of the company and its environment, including the company's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented a risk of material misstatement.

The company is accounted for from one central location, the United Kingdom

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

We have determined that the only key audit matter was in respect of going concern and our work in that area is included in the section above headed 'Material uncertainty related to going concern' .

Our audit procedures in relation to Going Concern were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on this matter individually and we express no such opinion.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion based on the work undertaken in the course of our audit:

-- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

-- adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

-- the company financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or

   --      certain disclosures of directors' remuneration specified by law are not made; or 
   --      we have not received all the information and explanations we require for our audit 

Responsibilities of the directors for the financial statements

As explained more fully in the directors' responsibilities statement set out on page 8, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the procedures in place for ensuring compliance in the jurisdictions where the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and relevant taxation legislation.

We assessed the nature of the company's business, the control environment and performance to date when evaluating the incentives and opportunities to commit fraud.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management to manipulate financial reporting and misappropriate funds. Our procedures to address the risk of management override included:

-- enquiries of management about their own identification and assessment of the risks of irregularities;

-- obtaining supporting evidence for a risk-based sample of journals, derived using a data analytics tool;

-- considering audit adjustments identified from our audit work for evidence of bias in reporting;

-- considering significant estimates and judgements made by management for evidence of bias;

-- reviewing the other information presented in the annual report for fair representation and consistency with the audited financial statements and the information available to us as the auditors.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organized schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor's report.

Other matters which we are required to address

We were appointed by the Audit Committee in April 2020 to audit the financial statements for the period ended 31 January 2020. Our total uninterrupted period of engagement is 4 years, covering the period ended 31 January 2020 to year ended 31 January 2023.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the company and we remain independent of the company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Matthew Stallabrass

Senior Statutory Auditor

for and on behalf of

Crowe U.K. LLP

Statutory Auditor

London

Date: 26 May 2023

STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 January 2023

 
                                               31 January   31 January 
                                                     2023         2022 
                                                      GBP          GBP 
                                       Note 
 Revenue                                                -            - 
 Administrative expenses                        (159,681)    (172,468) 
                                              -----------  ----------- 
 Operating profit                               (159,681)    (172,468) 
 Finance income                                       221        - 
 Finance costs                                       (18)      (292) 
                                                           ----------- 
 Loss before taxation                           (159,478)    (172,760) 
 
 
 Income tax                               4             -        - 
                                              -----------  ----------- 
 
   Total comprehensive 
   loss 
   for the year                                 (159,478)    (172,760) 
                                              -----------  ----------- 
 
 Loss per share 
 Basic and diluted (pence 
  per share)                                       (0.50)       (0.54) 
 
 

The notes to the financial statements form an integral part of these financial statements.

STATEMENT OF FINANCIAL POSITION

as at 31 January 2023

 
                                      Note   31 January   31 January 
                                                   2023         2022 
                                                    GBP          GBP 
 ASSETS 
 Current assets 
 Trade and other receivables             5       22,281        8,269 
 Cash and cash equivalents                       48,210      200,354 
 Total assets                                    70,491      208,623 
                                            ===========  =========== 
 
 EQUITY 
 Equity Attributable to Owners 
  of the company 
 Share capital                           6      320,500     320,500 
 Share premium                                  406,167     406,167 
 Retained earnings                            (715,542)    (556,067) 
                                            -----------  ----------- 
 Total equity                                    11,125     170,600 
                                            -----------  ----------- 
 LIABILITIES 
 Current liabilities 
 Trade and other payables                7       48,897       27,554 
 Borrowings                              8       10,469       10,469 
                                            -----------  ----------- 
 Total current liabilities                       59,366       38,023 
                                            -----------  ----------- 
 
 Total liabilities                               59,367       38,023 
 TOTAL EQUITY AND LIABILITIES                    70,491      208,623 
                                            ===========  =========== 
 
 

STATEMENT OF FINANCIAL POSITION

as at 31 January 2023

The notes to the financial statements form an integral part of these financial statements.

The financial statements of Mining, Minerals & Metals plc (registered number 08377465) were approved by the Board of Directors and authorised for issue on 26 May 2023.

They were signed on its behalf by:

Roy Pitchford

Director

STATEMENT OF CHANGES IN EQUITY

for the year ended 31 January 2023

 
    Share     Share premium   Retained     Total 
    capital                    earnings    equity 
     GBP           GBP           GBP        GBP 
 
 
 Balance at 31 January 
  2021                    320,500   406,167   (383,307)      343,360 
    Total comprehensive 
      loss for the year         -         -   (172,760)    (172,760) 
                         --------  --------  ----------  ----------- 
 Balance at 31 January 
  2022                    320,500   406,167   (556,067)      170,600 
 Total comprehensive 
  loss for the year             -         -   (159,478)    (159,478) 
 Balance at 31 January 
  2023                    320,500   406,167   (715,542)       11,125 
 

The notes to the financial statements form an integral part of these financial statements.

STATEMENT OF CASHFLOWS

for the year ended 31 January 2023

 
                                           Year ended        Year ended 
                                           31 January        31 January 
                                                 2023              2022 
                                                  GBP                 GBP 
 
 Loss before tax                            (159,478)           (172,760) 
 Adjusted for: 
 (Increase)/Decrease in trade 
  and other receivables                      (14,010)              16,922 
 (Decrease)/Increase in trade 
  and other creditors                          21,344             (7,460) 
                                     ----------------      -------------- 
 Net cash used in operating 
  activities                                (152,144)           (163,298) 
 
 
 Net (decrease)/increase 
  in cash and cash equivalents              (152,144)           (163,298) 
                                     ----------------      -------------- 
 
 Cash and cash equivalents 
  at beginning of the year                    200,354          363,652 
 
 Cash and cash equivalents 
  at end of the year                           48,210          200,354 
                                     ----------------      -------------- 
 
 

The notes to the financial statements form an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 January 2023

   1.     GENERAL INFORMATION 

The Company was incorporated on 28 January 2013 in England and Wales as a limited company, limited by shares and with Registered Number 08377465 under the Companies Act 2006. The Company's registered office address is: 167-169 Great Portland Street, Fifth Floor, London W1W 5PF. The company re-registered as a public limited company on 22 October 2018.

The Company's objective is to undertake an acquisition of a target company or business in the natural resources sector.

The Company does not have a defined life as it has no fixed time limit to conduct the Acquisition.

Other than the Directors the company did not have any staff.

   2.     ACCOUNTING POLICIES 

Basis of preparation

The principal accounting policies adopted by the Company in the preparation of the Company Financial Statements are set out below.

The Company Financial Statements has been presented in Pounds Sterling, being the functional currency of the Company.

The Company Financial Statements has been prepared in accordance with UK adopted International Accounting Standards.

Standards and interpretations issued but not yet applied

A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and, in some cases, have not yet been adopted by the UK. The Directors do not expect that the adoption of these standards will have a material impact on the Company Financial Statements.

Going concern

These financial statements are prepared on the going concern basis. The going concern basis assumes that the Company will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities and commitments in the normal course of business .

The Company has limited administrative expenses associated with its continuing operations and its liabilities are limited to trade payables associated with the administrative expenditure . The Directors have prepared budgetary forecasts for the period ended 30 June 2024, considering operating cashflows and expenditure requirements for the Company. The Company has also received indications of support from its three largest shareholders (and warrant holders) who may provide additional funding to the Company, via exercise of their warrants or other means of funding provision, should this be required to facilitate meetings its ongoing cash requirements.

However, in order for the Company to be able to continue operating as a going concern, it will require additional funding in the near term. Whilst the directors remain confident that such funding will be available, including the potential provision of financial support by the above referenced warrant holders, there can be no certainty that such funding will be available as and when it becomes necessary to continue to meet the ongoing needs of the business. As a result, there exists a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern. The financial statements do not include any adjustments that would result if the Group was unable to continue as a going concern.

Share capital

Proceeds from issuance of ordinary shares are classified as equity. Amounts in excess of the nominal value of the shares issued is recognised as share premium. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against share capital.

Warrants and Options

Warrants and options classified as equity are recorded at fair value as of the date of issuance on the Company's Statement of Financial Position and no further adjustments to their valuation are made. Management estimates the fair value of these instruments, using option pricing models and assumptions that are based on the individual characteristics of the warrants or options on the valuation date as well as assumptions for expected volatility, expected life, yield and risk-free interest rate.

Financial assets and liabilities

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of a financial instrument. Financial assets and financial liabilities are offset if there is a legally enforceable right to set off the recognised amounts and interests and it is intended to settle on a net basis.

Financial assets

Financial assets which are measured at amortised cost, are measured using the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

Financial liabilities

The company does not currently have any financial liabilities measured at fair value through profit or loss, therefore all the financial liabilities are initially measured at fair value net of transaction costs and are subsequently measured at amortised cost.

Use of assumptions and estimates

In preparing the financial statements judgement was used in considering whether or not a material uncertainty exists in relation to going concern. The directors considered the indications of support received from significant shareholders who have agreed to exercise their warrants in order to provide the company with sufficient cash if required. As this support could not be guaranteed the directors concluded that a material uncertainty exists.

   3.     AUDITORS' REMUNERATION 

The loss before income tax is stated after charging:

 
                                                    2023       2022 
                                                     GBP        GBP 
 Auditors' remuneration: 
 Fees payable to the Company's auditor for 
  the audit of the Company's annual accounts      32,403     18,300 
 
   4.     INCOME TAX EXPENSE 

The corporation tax in the UK applied during the year was 19%.

The charge for the period can be reconciled to the loss in the Statement of Comprehensive income as follow:

 
                                                    2023         2022 
                                                     GBP          GBP 
 Loss before tax on continuing operations      (159,478)    (172,760) 
                                             -----------  ----------- 
 
 Tax at the UK corporation tax rate of 19%      (30,301)     (32,824) 
 
 
   Unutilised tax loss carry forward             30,301       32,824 
                                             -----------  ----------- 
 Tax charge for the period                         -            - 
                                             -----------  ----------- 
 

The Company has accumulated tax losses of GBP507,934 (2022: GBP348,456). No deferred tax asset has been recognised in respect of the losses carried forward, due to the uncertainty as to whether the Company will generate sufficient future profits in the foreseeable future to prudently justify this.

   5.     TRADE AND OTHER RECEIVABLES 
 
                  2023    2022 
                   GBP     GBP 
 Prepayments    22,281   8,269 
                22,281   8,269 
               -------  ------ 
 
   6.     SHARE CAPITAL 

Ordinary shares of GBP0.01 each

 
                                Number of    Amount 
                                   shares       GBP 
 Issued, called up and paid    32,049,999   320,500 
 
                               32,049,999   320,500 
                              -----------  -------- 
 

As at 31 January 2023 and 2022, the Company had 32,049,999 ordinary shares of GBP0.01 par value in issue.

As at 31 January 2023 and 2022, the Company had 17,166,667 warrants in issue exercisable at GBP0.04 per share and expiring on 6 September 2023.

   7.     TRADE AND OTHER PAYABLES 
 
                     2023     2022 
                      GBP      GBP 
 Trade payables     8,397    8,554 
 Accruals          40,500   19,000 
                   48,897   27,554 
                  -------  ------- 
 
   8.     BORROWINGS 
 
                         2023     2022 
                          GBP      GBP 
 Current Borrowings    10,469   10,469 
                       10,469   10,469 
                      -------  ------- 
 

On 23 September 2020 the Company entered into a loan agreement in the amount of GBP10,469. The loan payable is non-interest bearing and repayable in whole on demand.

   9.     DIRECTORS' EMOLUMENTS 

No amount was paid or become payable to any of the Directors of the Company and there were no staff costs as no staff was employed by the Company during the period ended 31 January 2023 (2022: GBPnil).

   10.   FINANCIAL RISK MANAGEMENT 

The Company uses a limited number of financial instruments, comprising cash and various items such as trade payables, which arise directly from operations. The Company does not trade in financial instruments.

Financial risk factors

The Company's activities expose it to a variety of financial risks: credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

a) Credit risk

Credit risk is the risk of an unexpected loss if a counter party to a financial instrument fails to meet its commercial obligations. The Company's maximum credit risk exposure is limited to the carrying amount of cash of GBP48,210. Funds are deposited with financial institutions with a credit rating equivalent to, or above, the main UK clearing banks.

b) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash, the Company ensures it has adequate resource to discharge all its liabilities. The directors have considered the liquidity risk as part of their going concern assessment. (See note 2).

Fair values

Management assessed that the fair values of cash trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

   11.   CAPITAL MANAGEMENT POLICY 

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Company consists of equity attributable to equity holders of the Company, comprising issued share capital and reserves.

   12.   FINANCIAL INSTRUMENTS 

The Company's principal financial instruments comprise cash and cash equivalents and other payable. The Company's accounting policies and method adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial assets, financial liability and equity instrument are set out in Note 2. The Company do not use financial instruments for speculative purposes.

The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:

 
                                                   2023      2022 
                                                    GBP       GBP 
 Financial assets 
  Cash and cash equivalents                      48,210   200,354 
 Total financial assets                          48,210   200,354 
                                                -------  -------- 
 Financial liabilities measured at amortised 
  cost 
  Trade and other payables                       48,898    27,554 
  Borrowings                                     10,469    10,469 
                                                -------  -------- 
 Total financial liabilities                     59,367    38,023 
                                                -------  -------- 
 

There are no financial assets that are either past due or impaired. The financial liabilities are due for payment in 1 to 3 months.

   13.   LOSS PER SHARE 

The loss per share has been calculated using the loss for the year and the weighted average number of ordinary shares entitled to dividend rights which were outstanding during the year. There were no potentially dilutive ordinary shares at the year end.

 
                                                                            2023          2022 
                                                                             GBP           GBP 
 Loss for the period attributable to equity holders of the Company     (159,478)     (172,760) 
 Weighted average number of ordinary shares (number of shares)        32,049,999    32,049,999 
                                                                     -----------  ------------ 
 Loss per share (pence per share)                                         (0.50)        (0.54) 
                                                                     -----------  ------------ 
 
   14.   RELATED PARTY TRANSACTIONS 

Key management are considered to be the directors and the key management personnel compensation has been disclosed in note 9. The Board does not consider there to be any related parties to the Company other than Key Management Personnel.

   15.   EVENTS SUBSEQUENT TO YEAR END 

There have been no material events subsequent to the year end.

   16.   ULTIMATE CONTROLLING PARTY 

As at 31 January 2023 there was no ultimate controlling party.

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May 30, 2023 04:30 ET (08:30 GMT)