Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 31 DECEMBER 2023
(In USD)
|
Note
|
Year
Ended
31 December 2023
|
Year Ended
31 December 2022
|
Cash flows from operating activities:
|
|
|
|
Loss for the year
|
|
(28,932,859)
|
(47,142,818)
|
Adjustments for:
|
Depreciation of property, plant
and equipment
|
7
|
475,950
|
232,206
|
Depreciation of right-of-use
assets
|
10
|
390,192
|
1,059,717
|
Share-based payment
expense
|
13F
|
1,561,020
|
1,295,293
|
Finance Income
|
17
|
(948,775)
|
(334,497)
|
Finance expense
|
17
|
5,461,991
|
7,072,693
|
Fair value movements in derivative
liabilities
|
6
|
3,540,640
|
4,081,401
|
Revaluation of deferred
consideration
|
|
-
|
(151,339)
|
Exploration and evaluation asset
impairment
|
8
|
-
|
23,186,959
|
Changes in working capital
items:
|
Increase in receivables and
prepayments
|
|
(4,815,690)
|
(171,789)
|
Increase in inventory
|
|
(1,552,781)
|
-
|
Increase/(decrease) in accounts payable and accrued
liabilities
|
|
1,933,899
|
(360,894)
|
Net cash used in
operating activities
|
|
(22,886,414)
|
(11,233,068)
|
Cash flows from investing activities:
|
Purchase of property, plant and
equipment
|
7
|
(94,408,470)
|
(42,231,895)
|
Prepaid property, plant and
equipment
|
|
(6,585,108)
|
(16,432,347)
|
Interest received on cash
holdings
|
|
1,508,143
|
-
|
Net cash used in investing activities
|
|
(99,485,435)
|
(58,664,242)
|
Cash flows from financing activities:
|
Net proceeds from the issue of
ordinary shares
|
13B,
13I
|
30,656,083
|
661,180
|
Proceeds from draw down of
borrowings net of transaction costs
|
6
|
81,060,421
|
26,176,885
|
Settlement of deferred
consideration
|
|
-
|
(525,785)
|
Interest paid on loans and
borrowings
|
6
|
(1,895,000)
|
(1,700,000)
|
Interest received on cash
holdings
|
5
|
-
|
277,383
|
Capital payments on
leases
|
10
|
(1,719,291)
|
(1,890,191)
|
Interest paid on leases
|
10
|
(1,103,318)
|
(589,377)
|
Net cash generated from financing
activities
|
|
106,998,895
|
22,410,095
|
Net decrease in cash and cash
equivalents
|
|
(15,372,954)
|
(47,487,215)
|
Exchange losses on cash and cash
equivalents
|
|
(356,108)
|
(4,433,976)
|
Cash and cash equivalents at beginning of the
year
|
|
60,585,277
|
112,506,468
|
Cash and cash equivalents at end of the
year
|
|
44,856,215
|
`
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
Notes to the Consolidated Financial Statements
1. Corporate
information
The consolidated financial statements present the
financial information of Adriatic Metals PLC and its subsidiaries
detailed in note 3 (collectively, the "Group") for the year ended
31 December 2023. Adriatic Metals PLC (the Company or the parent)
is a public company limited by shares and incorporated in England
and Wales. The registered office is located at Ground Floor, Regent
House, 65 Rodney Road, Cheltenham GL50 1HX, United Kingdom.
The Group's principal activity is precious and base
metals exploration and development. The Group owns the Vareš
Project in Bosnia and Herzegovina and the Raska Project in
Serbia.
Bosnia and Herzegovina and Serbia are
well-positioned in central Europe and boast strong mining history,
pro-mining environment, highly skilled workforce as well as
extensive existing infrastructure and logistics.
2. Basis of
preparation
A Statement of compliance
The consolidated financial statements have been
prepared in accordance with the recognition, measurement and
presentation requirements of UK-adopted International Accounting
Standards in conformity with the requirements of the Companies Act
2006 (the "Companies Act").
The consolidated financial statements were
authorised for issue by the Board of Directors on 28 March
2024.
B Basis of preparation
The consolidated financial statements have been
prepared under the historical cost convention, as modified by the
revaluation of certain financial assets and liabilities (including
derivative instruments), at fair value through profit or
loss. A summary of the Group's accounting policies is set out
below in note 3.
The consolidated financial statements are presented
in United States Dollars ("USD" or "$") which reflects the fact
that the USD is a more widely recognised currency for the mining
sector in which the Group operates and that its Project Finance
Debt Package, offtake agreements and mining services contract are
denominated in USD.
Unless otherwise stated, all amounts indicated by
"$" represent USD.
C Going concern
The Vareš Feasibility Study was completed in August
2021 and an equity raise was successfully closed on 29 October
2021. Definitive documentation executed for the $142.5m Debt
Finance Package with Orion was announced on 10 January 2022 to
provide sufficient funds to complete the Vareš Project construction
and cover ongoing owner costs until production commenced. Of this
total, $112.5m was drawn down prior to 31 December 2023, including the $22.5m Copper Stream deposit,
and $30m was drawn down in January 2024. In August 2023 the
Company raised $30m equity, net of costs. In March 2024, the QRC
convertible debt was converted into shares.
As announced on 30 January 2024 in the Company's
Quarterly Activity Report for the quarter ended 31 December 2023,
the Project cost estimate was $188.9m, and on 28 February the
Company announced that it had produced its first concentrate, with
production scheduled to ramp up to its nameplate processing
capacity of approximately 65,000t per month by Q4 2024.
Sensitivity analysis of production ramp up and
potential revenue delays indicates that the Group and Company have
sufficient cash resources to continue in operation for a period in
excess of 12 months from the date of signing the consolidated and
Parent Company financial statements. For a mining company at the
start of its operating phase, uncertainty exists about operating
results and cash flows. In a challenging operational scenario, the
Company would have the option of reducing and/or deferring
discretionary expenditure including overheads, sustaining capex and
general and administrative costs, as well as raising equity capital
in the event of a more severe impact on production and
revenues.
A Debt-Service Coverage Ratio ("DSCR") covenant is
included in the Orion Debt Finance Package, with the first DSCR
testing period expected to be mid-2025, following the agreement in
January 2024 to defer the first repayment under the Debt Finance
Package from June 2024 to December 2024. The DSCR is required to be
above 1.25x and the Company's forecasts show substantial headroom
above this.
The Directors therefore believe there is not a
material uncertainty regarding going concern and that it is
appropriate to prepare the financial statements on a going concern
basis.
3. Accounting
policies
The preparation of consolidated financial statements
in compliance with IFRS requires management to make certain
critical accounting estimates. It also requires management to
exercise judgement in applying the Group's accounting policies.
Below are the principal accounting policies applied by management.
The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are material to the
consolidated financial statements are disclosed in note
4.
A Basis of consolidation
The consolidated Group Financial Statements consist
of the financial statements of the ultimate Parent Company
(Adriatic Metals plc, a company registered in the UK), and all its
subsidiary undertakings made up to the same accounting date.
Subsidiary undertakings are those entities controlled by Adriatic
Metals plc. Control exists where the Group is exposed to, or has
the rights to, variable returns from its involvement with the
investee and has the ability to use its power over the investee to
affect its returns.
Subsidiaries are consolidated in the Group's
financial statements from the date on which control is obtained.
Intragroup balances and any unrealised gains and losses or income
and expenses arising from intragroup transactions are eliminated in
preparing the consolidated financial statements. The accounting
policies of subsidiaries have been changed where necessary to
ensure consistency with accounting policies adopted by the
Group.
The consolidated financial statements comprise the
financial statements of the Company and its following subsidiaries
at 31 December 2023:
Name of
subsidiary
|
Country
of incorporation
|
Registered Address
|
Shareholding at 31 December 2023
|
Shareholding at 31 December 2022
|
Nature
of business
|
Adriatic Metals BH d.o.o.
(Formerly Eastern Mining d.o.o.)
|
Bosnia and Herzegovina
|
Tisovci bb, Vareš, 71 330, Bosnia
and Herzegovina
|
100%
|
100%
|
Mineral exploration and
development
|
Adriatik Metali d.o.o.
|
Bosnia and Herzegovina
|
Bulevar Meše Selimovića 81A,
Sarajevo, 71 000, Bosnia and Herzegovina
|
100%
|
100%
|
Mineral exploration and
development
|
Adriatic Metals Jersey Ltd
(formerly Tethyan Resource Corp)
|
Jersey (formerly
Canada)
|
35-37 New Street, St. Helier,
Jersey, Channel Islands, JE2 3RA
|
100%
|
100%
|
Holding company - financing mining
exploration of subsidiary
|
Adriatic Metals Services (UK)
Limited (formerly Tethyan Resources Limited)
|
England and Wales
|
Regent House, 65 Rodney Road,
Cheltenham, GL50 1HX, UK
|
100%
|
100%
|
Holding company and management
services company - financing mining exploration of subsidiary and
providing services to other group companies.
|
Adriatic Metals Trading and
Finance Ltd
|
Jersey
|
35-37 New Street, St. Helier,
Jersey, Channel Islands, JE2 3RA
|
100%
|
100%
|
Trading and finance
company
|
Adriatic Metals Trading &
Finance B.V.
|
The Netherlands
|
liquidated
|
n/a
|
100%
|
Trading and finance company
(liquidated during year ended 31 December 2023)
|
Adriatic Metals Holdings BIH
Limited
|
England and Wales
|
Regent House, 65 Rodney Road,
Cheltenham, GL50 1HX, UK
|
100%
|
100%
|
Holding company - financing mining
exploration of subsidiary
|
Tethyan Resources Jersey
Ltd
|
Jersey
|
35-37 New Street, St. Helier,
Jersey, Channel Islands, JE2 3RA
|
100%
|
100%
|
Holding company - financing mining
exploration of subsidiary
|
Taor d.o.o.
|
Serbia
|
Kneza Milosa 93(street) /4 floor,
Belgrade, Serbia
|
100%
|
100%
|
Mineral exploration and
development
|
Tethyan Resources
d.o.o.
|
Serbia
|
Kneza Milosa 93(street) /4 floor,
Belgrade, Serbia
|
100%
|
100%
|
Mineral exploration and
development
|
Global Mineral Resources
d.o.o.
|
Serbia
|
Kneza Milosa 93(street) /4 floor,
Belgrade, Serbia
|
100%
|
100%
|
Mineral exploration and
development
|
Adriatic Metals d.o.o. (formerly
RAS Metals d.o.o.)
|
Serbia
|
Kneza Milosa 93(street) /4 floor,
Belgrade, Serbia
|
100%
|
100%
|
Mineral exploration and
development
|
B Standards, amendments and interpretations
adopted
The following amended standards and interpretations
were adopted by the Group during the year ending 31 December
2023:
· Disclosure of
Accounting Policies - Amendments to IAS 1 and IFRS 2 Practice
Statement
· Definition of
Accounting Estimates - Amendments to IAS 8
· Deferred Tax related
to Assets and Liabilities arising from a Single Transaction -
Amendments to IAS 12
These amended standards and interpretations have not
had a significant impact on the consolidated Financial
Statements.
C Standards, amendments and interpretations
effective in future years
At the date of authorisation of these consolidated
financial statements, the following amendments to existing
standards had been published and had not been adopted early by the
Group:
The following amendments are effective for the year
beginning 1 January 2024:
· Lease Liability in a
Sale and Leaseback - Amendments to IFRS 16
· Classification of
Liabilities as Current or Non-current and Non-current Liabilities
with Covenants - Amendments to IAS 1
· Disclosures: Supplier
Finance Arrangements - Amendments to IAS7 and IFRS 7
The following amendments are effective for the year
beginning 1 January 2025:
· Lack of
exchangeability - Amendments to IAS 21
The Group anticipates that the above amendments will
be adopted in its accounting policies for the first period
beginning after their effective date and does not expect them to
have a material impact on the consolidated financial
statements.
D Foreign currency transactions and translations
The Group determines the functional currency of each
entity as set out in note 4Ba and items included in the
consolidated financial statements are measured using that
functional currency.
I) Transactions and balances
Transactions in foreign currencies are initially
recorded using the spot exchange rates between the functional
currency and the foreign currency, at the date the transaction
first qualifies for recognition.
Monetary assets and liabilities denominated in
foreign currencies are translated at the spot rates at the
reporting date.
Foreign exchange differences arising on settlement
or translation of monetary items are recognised in profit or
loss.
II) Group companies
On consolidation, the assets and liabilities of
foreign operations are translated into USD at the rate of exchange
prevailing at the reporting date and their income statements are
translated at average exchange rates prevailing during the year.
The exchange differences arising on translation for consolidation
are recognised in other comprehensive income.
E Cash and cash equivalents
Cash and cash equivalents are comprised of cash held
on deposit and other short term, highly liquid investments with
original maturities of three months or less. These deposits and
investments are readily convertible to known amounts of cash and
subject to an insignificant risk of change in value.
F Receivables
All receivables are held at amortised cost less any
provision for impairment. A loss allowance for expected credit
losses is made to reflect changes in credit risk since the initial
recognition.
G Exploration and evaluation assets
Pre-licence costs
Pre-licence costs relate to costs incurred before
the Group has obtained legal rights to explore in a specific area.
Such costs may include the acquisition of exploration data and the
associated costs of analysing that data. These costs are expensed
in the year in which they are incurred.
Exploration and evaluation expenditure
Exploration and evaluation activity involves the
search for mineral resources, the determination of technical
feasibility and the assessment of commercial viability of an
identified resource.
Exploration and evaluation activity includes:
· licence costs paid in
connection with a right to explore;
· researching and
analysing historical exploration data;
· gathering exploration
data through geophysical studies;
· exploratory drilling
and sampling;
· determining and
examining the volume and grade of the resource;
· surveying
transportation and infrastructure requirements; and
· conducting market
studies.
Exploration and evaluation costs include directly
attributable employee remuneration, materials and fuel used,
surveying costs, drilling costs and payments made to
contractors.
In evaluating whether the expenditures meet the
criteria to be capitalised, several different sources of
information are used. The information that is used to determine the
probability of future benefits depends on the extent of exploration
and evaluation that has been performed.
Exploration and evaluation expenditure in the year
for activity on licences where a JORC-compliant resource has not
yet been established is expensed as incurred until sufficient
evaluation has occurred to establish a JORC-compliant resource.
Costs expensed during this phase are included in exploration
expenses and other operating expenses in the statement of profit or
loss and other comprehensive income.
Upon the establishment of a JORC-compliant resource
(at which point, the Group considers it probable that economic
benefits will be realised), the Group capitalises any further
evaluation expenditure incurred for the licence as exploration and
evaluation assets up to the point when a JORC-compliant reserve is
established. Capitalised exploration and evaluation expenditure is
considered to be an intangible asset and measured at cost less
accumulated impairment.
Exploration and evaluation assets acquired in a
business combination are initially recognised at fair value,
including resources and exploration potential that is considered to
represent value beyond proven and probable reserves. Similarly, the
costs associated with acquiring an exploration and evaluation asset
(that does not represent a business) are also capitalised and
subsequently measured at cost less accumulated impairment.
Once a JORC-compliant reserve is established and
development is sanctioned, exploration and evaluation assets are
tested for impairment and transferred to mine under construction
and amortised in line with the useful economic life of the mine or
on a unit of depletion basis. Exploration and evaluation assets are
not amortised during the exploration and evaluation phase and are
considered to have an indefinite life until determined to be part
of a mine plan.
H Property, plant and equipment
I) Land
Land is held at cost less accumulated impairment
losses. Once a JORC-compliant reserve is established and
development is sanctioned, land is tested for impairment and
transferred to mine under construction and depreciated in line with
the useful economic life of the mine or on a unit of depletion
basis. Land is not depreciated during the exploration and
evaluation phase and is considered to have an indefinite life until
determined to be part of a mine plan.
II) Short lived property, plant
and equipment
Short lived property, plant and equipment consists
of buildings, plant and machinery, office furniture and equipment,
transportation assets and computer equipment. Short lived property,
plant and equipment are carried at cost less accumulated
depreciation and accumulated impairment losses. The cost of an item
of short lived property, plant and equipment consists of the
purchase price and any costs directly attributable to bringing the
asset to the location and condition necessary for its intended use.
Short-lived property, plant and equipment depreciation is provided
at rates calculated to expense the cost, less estimated residual
value, using the straight-line method over the estimated useful
life of the asset at the following rates:
Buildings and Leasehold
improvements
|
Shorter
of 10% or lease term
|
Plant and equipment
|
15% -
33%
|
III) Mine under construction
Mine under construction includes construction costs
as well as exploration and evaluation and land balances transferred
as noted above once a JORC-compliant reserve is established and
development is sanctioned. Expenditure which is necessarily
incurred whilst commissioning the mine is also capitalised as a
mine under construction cost. Development costs incurred after the
commencement of production are capitalised to the extent they are
expected to give rise to a future economic benefit.
Mine under construction costs are amortised in line
with the useful economic life of the mine or rate of depletion of
resources once the mine enters into production. The method of
amortisation is determined taking into account all relevant factors
at the point at which the mine enters into production.
Expenditure which is necessarily incurred whilst
commissioning the mine under construction, in the period prior to
being capable of operating in the manner intended by management,
are capitalised. Development costs incurred after the commencement
of production are capitalised to the extent they are expected to
give rise to a future economic benefit.
IV) Depreciation and amortisation
The assets' residual values, useful lives and
methods of depreciation and amortisation are reviewed at each
financial year-end and adjusted prospectively if appropriate.
I Leases
The Group has various lease
arrangements for buildings. Lease terms are negotiated on an
individual basis locally and subject to domestic rules and
regulations. At the inception of the lease contract, the
Group assesses whether the contract conveys the right to control
the use of an identified asset for a certain period in exchange for
consideration, in which case it is identified as a lease. The
Group recognises a right-of-use asset and a corresponding lease
liability with respect to all lease arrangements in which it is the
lessee, except for short-term leases (defined as leases with a
lease term of 12 months or less) and leases of low value
assets. Low value leases are those with an underlying asset
value of USD 5,000 or less. For those leases, the Group
recognized the lease payments as an operating expense on a
straight-line basis over the term of the lease.
Right-of-use assets
At the commencement date of the lease right-of-use
assets are measured at cost which comprises the following:
· The initial
measurement of the lease liability;
· Prepayments before
commencement date of the lease
· Initial direct costs;
and
· Costs to restore.
Subsequent to initial recognition, right-of-use
assets depreciated on a straight-line basis over the duration of
the contract. The right-of-use assets are assessed for impairment
where indicators of impairment are present.
Lease liabilities
At the commencement date of the lease, lease
liabilities are measured at the present value of lease payments to
be made over the lease term. The lease payments include fixed
payments (including in-substance fixed payments) less any lease
incentives receivable, variable lease payments that depend on an
index or a rate, and amounts expected to be paid under residual
value guarantees. The lease payments also include the exercise
price of a purchase option reasonably certain to be exercised by
the Group and payments of penalties for terminating the lease, if
the lease term reflects the Group exercising the option to
terminate. Variable lease payments that do not depend on an index
or a rate are recognised as expenses (unless they are incurred to
produce inventories) in the period in which the event or condition
that triggers the payment occurs.
In calculating the present value of lease payments,
the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease
is not readily determinable. After the commencement date, the
amount of lease liabilities is increased to reflect the accretion
of interest and reduced for the lease payments made. In addition,
the carrying amount of lease liabilities is remeasured if there is
a modification, a change in the lease term, a change in the lease
payments (e.g., changes to future payments resulting from a change
in an index or rate used to determine such lease payments) or a
change in the assessment of an option to purchase the underlying
asset.
II) Revision of lease term
When the Group revises its estimate of the term of
any lease (because, for example, it re-assesses the probability of
a lessee extension or termination option being exercised), it
adjusts the carrying amount of the lease liability to reflect the
payments to make over the revised term, which are discounted using
a revised discount rate. The carrying amount of lease liabilities
is similarly revised when the variable element of future lease
payments dependent on a rate or index is revised, except the
discount rate remains unchanged. In both cases an equivalent
adjustment is made to the carrying amount of the right-of-use
asset, with the revised carrying amount being amortised over the
remaining (revised) lease term. If the carrying amount of the
right-of-use asset is adjusted to zero, any further reduction is
recognised in profit or loss.
J Rehabilitation provision
The Group recognises provisions for contractual,
constructive or legal obligations, including those associated with
the reclamation of mineral interests and property, plant and
equipment, when those obligations result from the acquisition,
construction, development or normal operation of the assets.
Initially, a provision for the rehabilitation is recognised at its
present value in the period in which it is incurred. Upon initial
recognition of the liability, an amount equal to the corresponding
provision is added to the carrying amount of the related asset and
the cost is amortised as an expense over the economic life of the
asset. Following the initial recognition of the rehabilitation
provision, the carrying amount of the liability is increased for
the passage of time as the discount is unwound, and adjusted for
changes to the current market-based discount rate and amount or
timing of the underlying cash flows needed to settle the
obligation. The increase in the provision due to the passage of
time is recognised as interest expense.
K Finance income and finance expense
Finance income and Finance expense are recorded on an
accrual basis using the effective interest method.
L Financial instruments
Financial assets and liabilities are recognised when
the Group becomes a party to the contractual provisions of the
financial instrument. Financial assets are derecognised when the
contractual rights to the cash flows from the financial asset
expire, or when the financial asset and all substantial risks and
rewards are transferred. A financial liability is derecognised when
it is extinguished, discharged, cancelled or expired.
Except for trade and other receivables which do not
contain a significant financing component, financial assets and
financial liabilities are measured initially at fair value plus or
minus, in the case of a financial asset or financial liability not
at fair value through profit or loss, transactions costs that are
directly attributable to the acquisition or issue of the financial
instrument. Trade receivables which do not contain a significant
financing component are recognised at their transaction price.
Financial assets and financial liabilities are subsequently
measured as described below.
i)
Financial assets
A financial asset is subsequently recognised at
amortised cost under IFRS 9 if it meets both the hold to collect
and contractual cash flow characteristics tests. A financial asset
is measured at fair value through other comprehensive income if the
financial asset is held within a business model whose objective is
achieved by both collecting contractual cash flows and selling
financial assets and the contractual terms of the financial asset
give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
If neither of the above classifications are met the
asset is classified as fair value through the profit and loss, with
changes in fair value recognised in the profit and loss
statement. Even if an asset meets the above two requirements
to be measured at fair value through other comprehensive income,
IFRS 9 contains an option to designate, at initial recognition, a
financial asset as measured at fair value through the profit and
loss provided the classification eliminates or significantly
reduces a measurement or recognition inconsistency.
Cash and cash equivalents and trade and other
receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market.
After initial recognition these are measured at amortised cost
using the effective interest method, less provision for impairment,
if any.
ii)
Financial liabilities
Financial liabilities are subsequently measured at
amortised cost using the effective interest method, except for
financial liabilities designated at fair value through profit or
loss, that are carried subsequently at fair value with gains and
losses recognised in the profit and loss statement.
The effective interest method is a method of
calculating the amortised cost of a financial liability and of
allocating interest expense over the relevant period. The effective
interest rate is the rate that exactly discounts estimated future
cash payments through the expected life of the financial liability,
or, where appropriate, a shorter period. Where the movement in fair
value is due to a change in the entity's credit risk, such gain or
loss is recognised in other comprehensive income.
iii) Convertible debt
The proceeds received on issue of the Group's
convertible debt are allocated to their debt and derivative
liability components. The amount initially attributed to the debt
component equals the discounted cash flows using a market rate of
interest that would be payable on a similar debt instrument that
does not include an option to convert. Subsequently, the debt
component is accounted for as a financial liability measured at
amortised cost until extinguished on conversion or maturity of the
debt. The remainder of the proceeds is allocated to the conversion
option and is recognised as a derivative liability.
M Impairment of assets
I) Financial assets
A financial asset that is not carried at fair value
through profit or loss is assessed at each reporting date to
determine a loss allowance for expected credit losses. If the
credit risk on a financial instrument has increased significantly
since initial recognition, the loss allowance is equal to the
lifetime expected credit losses. If the credit risk has not
increased significantly, the loss allowance is equal to the twelve
month expected credit losses.
The expected credit losses are measured in a way
that reflects the unbiased and probability weighted amount that is
determined by evaluating a range of possible outcomes, the time
value of money and reasonable and supportable information that is
available about past events, current conditions and forecasts of
future economic conditions.
II) Non-financial assets
The carrying amounts of capitalised exploration and
evaluation expenditure for undeveloped mining projects (projects
for which the decision to mine has been not yet been deemed
commercially viable and development has not yet been authorised)
are reviewed at each reporting date for indicators of impairment in
accordance with IFRS 6, and when indicators are identified are
tested in accordance with IAS 36 Impairment of Assets.
Property, plant and equipment and intangible assets
with finite lives are reviewed for impairment if there is an
indication that the carrying amount may not be recoverable.
At the end of each reporting period, the Group
reviews the carrying amounts of its tangible and intangible assets
to determine whether there is an indication that the assets are
impaired. If any such indication exists, the recoverable amount of
the asset is estimated in order to determine the extent of the
impairment, if any. Where the asset does not generate largely
independent cash inflows, the Group estimates the recoverable
amount of the cash-generating unit to which the asset belongs. A
cash-generating unit is the smallest identifiable group of assets
that generates cash inflows that are largely independent of the
cash inflows from other assets or groups of assets.
The recoverable amount is the higher of fair value
less costs to sell, and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market
assessment of the time value of money and the risks specific to the
asset.
If the recoverable amount of an asset (or
cash-generating unit) is estimated to be less than the carrying
amount, the carrying amount of the asset (or cash-generating unit)
is reduced to its recoverable amount. An impairment loss is
recognised in the profit and loss statement. All assets are
subsequently reassessed for indications that an impairment loss
previously recognised may no longer exist. Where an impairment loss
is subsequently reversed, the carrying amount of the asset (or
cash-generating unit) is increased to the revised estimate of its
recoverable amount, but to an amount that does not exceed the
carrying amount that would have been determined had no impairment
loss been recognised for the asset (or cash-generating unit) in
prior periods. A reversal of an impairment loss is recognised in
the profit and loss statement.
N Income taxes
Current income tax is the expected tax payable or
receivable on the taxable income or loss for the year, using tax
rates enacted or substantively enacted at the reporting date, and
any adjustment to tax payable or receivable in respect of previous
years.
Deferred income taxes are calculated based on
temporary differences between the carrying amounts of assets and
liabilities and their tax bases. However, deferred tax is not
recognised on the initial recognition of goodwill, on the initial
recognition of assets or liabilities in a transaction that is not a
business combination and that affects neither accounting nor
taxable profit or loss at the time of the transaction, or on
temporary differences relating to investments in subsidiaries and
jointly controlled entities where the reversal of these temporary
differences can be controlled by the Group and it is probable that
reversal will not occur in the foreseeable future.
Deferred income tax assets and liabilities are
measured, without discounting, at the tax rates that are expected
to apply when the assets are recovered, and the liabilities
settled, based on tax rates that have been enacted or substantively
enacted by the reporting date.
A deferred tax asset is recognised for unused tax
losses, tax credits and deductible temporary differences, to the
extent that it is probable that future taxable profits will be
available against which they can be utilised.
Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow the
related tax benefit to be utilised.
Deferred tax assets and liabilities are offset if
there is a legally enforceable right to set off current tax assets
against current tax liabilities, and they relate to income taxes
levied by the same tax authority on the same taxable entity, or on
different taxable entities which intend either to settle current
tax liabilities and assets on a net basis, or to realise the assets
and settle the liabilities simultaneously, in each future period in
which significant amounts of deferred tax liabilities and assets
are expected to be settled or recovered.
The Group has not recognised any deferred tax assets
or liabilities.
O Earnings or Loss per share ("EPS")
Basic EPS is calculated by dividing the
earnings attributable to the owners of the parent by the weighted
average number of common shares in issue during the year.
Diluted EPS is calculated by dividing the earnings
attributable to the owners of the parent and the weighted average
number of common shares in issue during the year plus the weighted
average number of common shares that would be issued on the
conversion of all potentially dilutive common shares, which
comprise share options and warrants granted, except where these are
anti-dilutive.
P Share capital, share premium and merger
reserve
Ordinary shares are classified as share capital.
Share premium represents the excess of proceeds received over the
nominal value of new shares issued.
Incremental costs directly attributable to the
issuance of new shares are shown in share premium as a deduction,
net of tax, from the proceeds.
Merger reserve represents the difference between the
value of shares issued by the Company in exchange for the value of
shares acquired in respect of the acquisition of subsidiaries.
Merger reserve only arises where the issuing company takes its
interest in another body corporate from below a 90% equity holding
to a 90% or above equity holding.
Q Share-based payments and warrants payments
I) Share-based payment
transactions
The Company grants share options and performance rights to Directors, officers, consultants and employees ("equity-settled
transactions"). The Company may grant warrants to
institutions in relation to an equity raise or other
transaction. The Board of Directors determines the specific
grant terms within the limits set by the Company's share option
plans.
II) Equity-settled
transactions
The costs of equity-settled transactions are
measured by reference to the fair value at the grant date and are
recognised, together with a corresponding increase in equity, over
the period in which the performance and/or service conditions are
fulfilled, ending on the date on which the relevant persons become
fully entitled to the award (the "vesting date"). The cumulative
expense recognised for equity-settled transactions at each
reporting date until the vesting date reflects the Company's best
estimate of the number of equity instruments that will ultimately
vest. The profit or loss charge or credit for a period represents
the movement in cumulative expense recognised at the beginning and
end of that period and the corresponding amount is represented in
share option reserve. No expense is recognised for awards that do
not ultimately vest.
Where the terms of an equity-settled award are
modified, the minimum expense recognised is the expense as if the
terms had not been modified. An additional expense is recognised
for any modification which increases the total fair value of the
share-based payment arrangement or is otherwise beneficial to the
employee as measured at the date of modification.
Where equity-settled transactions are awarded to
employees, the fair value of the options at the date of grant is
charged to the profit and loss statement over the vesting period.
Non-market performance vesting conditions are taken into account by
adjusting the number of equity instruments expected to vest at each
reporting date so that, ultimately, the cumulative amount
recognised over the vesting period is based on the number of the
options that will eventually vest. Market performance vesting
conditions are incorporated into the fair value of the equity
instrument at the grant date.
Where equity-settled transactions are entered into
with non-employees and some or all of the goods or services
received by the entity as consideration cannot be specifically
identified, they are measured at the fair value of the equity
instruments issued. Otherwise equity-settled transactions with
non-employees are measured at the fair value of the goods or
services received.
Upon exercise of share options or warrants, the
proceeds received are allocated to share capital, and share premium
if applicable, and any associated balance in share-based payments
reserve is transferred to retained earnings. The dilutive effect of
outstanding options is reflected as additional dilution in the
computation of diluted earnings per share.
The Group utilises the Black-Scholes option pricing
model to estimate the fair value of share options and performance
rights granted to Directors, officers and employees. The use of
this model requires management to make various estimates and
assumptions that impact the value assigned to the share options and
performance rights including the forecast future volatility of the
share price, the risk-free interest rate, dividend yield, the
expected life of the share options and performance rights and the
expected number of options and performance rights which will vest.
See note 13F
for further details regarding these inputs.
III) STIP equity scheme
The Group operates an STIP scheme which runs on a
calendar year basis, with employees receiving either cash or shares
subsequent to year end based on to their performance during the
year. An option pricing model is used to measure the Group's
liability at each reporting date, taking into account the terms and
conditions on which the bonus is awarded and the extent to which
employees have rendered their service. Movements in the liability
(other than cash payments) are recognised in the consolidated
statement of comprehensive income.
R Other reserve accounts
Foreign currency translation reserve include gains
or losses arising on retranslating the net assets of entities from
their functional currencies into the Group presentation
currency.
Retained earnings include all other net gains and
losses and transactions with owners, including dividends, not
recognised elsewhere.
S Segmental reporting
The reportable segments represent all of the Group's
activities. The reportable segments are an aggregation of the
operating segments within the Group as prescribed by IFRS 8. The
reportable segments are based on the Group's management structures
and the consequent reporting to the chief operating decision maker,
the Board of Directors. These reportable segments also correspond
to geographical locations such that each reportable segment is in a
separate geographic location. Income and expenses included in
profit or loss for the period are allocated directly or indirectly
to the reportable segments.
The Group's operating segments are as follows:
· Bosnia and Herzegovina
(principally the Vareš Project);
· Serbia (principally
the Raska Project); and
· Corporate (which
supports the activities of the other two segments, principally the
UK).
The Vareš and Raska Projects operate in two separate
distinct jurisdictions and are at different points in their
respective project life cycles.
Segment assets are those used directly for segment
operations. Inter-company balances comprise transactions between
operating segments making up the reportable segments. These
balances are eliminated to arrive at the figures in the
Consolidated Financial Statements.
T Adriatic Foundation
The Adriatic Foundation (the "Foundation") is a
not-for-profit trust which was created in Bosnia and Herzegovina
with the objective of supporting the communities around the Vareš
Project. The Company provided the initial funding required for the
formation of the Foundation.
The Company has the ability to appoint the Board of
Trustees of the Foundation and hence transactions between the
Company and the Foundation have been classified as related party on
the basis of the company yielding significant influence.
An assessment has been performed to determine
whether the Company controls the Adriatic Foundation in accordance
with IFRS 10. The conclusion of this assessment is that whilst the
company is able to yield significant administrative influence over
the Foundation, it is not able to affect returns to the Company.
The Foundation statute prevents the Company as the founder, and any
other person associated with the Foundation, from directly or
indirectly deriving profit, or any other material or financial
benefit, from the activities of the Foundation. For the purposes of
IFRS 10, the Directors have therefore concluded that the Company
does not control the Foundation and as a result the Foundation is
not included in the consolidated financial statements of the
Group.
4. Critical
accounting estimates and judgements
The preparation of the consolidated financial
statements in accordance with IFRS requires management to make
certain judgements, estimates, and assumptions about recognition
and measurement of assets, liabilities, income and expenses. The
actual results are likely to differ from these estimates. The
significant judgements, estimates, and assumptions that have the
most significant effect on the recognition and measurement of
assets, liabilities, income and expenses are highlighted below.
A
Estimates
a Exploration
and evaluation asset impairment testing
The Group reviews and tests the
carrying amount of assets when its judges that an indicator of
impairment has occurred, including events or changes in
circumstances that suggest that the carrying amount may not be
recoverable.
When such indicators exist, management determines
the recoverable amount by performing value in use and fair value
calculations. These calculations require the use of estimates and
assumptions. When it is not possible to determine the recoverable
amount for an individual asset, management assesses the recoverable
amount for the cash generating unit to which the asset belongs. The
key estimates include discount rates, including the Group's
weighted average cost of capital, future prices, future exploration
and evaluation costs, production levels and foreign currency
exchange rates.
Exploration and evaluation assets at 31 December
2023 comprised the Raska Project of $8,500,000, at a value based on
the revised carrying value following the Company carried out a
strategic review of the Raska Project in late 2022. See note 8 for
details of the estimates made in establishing the revised carrying
value. No further indicators of impairment or reversal of previous
impairment have been identified in the year to 31 December
2023.
b Copper
Stream
The Group entered into an agreement with Orion
Partners under which it received a prepayment of $22.5m on 13
February 2023 in respect of future deliveries of copper warrants
under the Copper Stream. Consideration as to the substance of the
agreement and the value of the Copper Stream has been made in line
with the requirements of IFRS. Regarding the accounting treatment
reference has been made to IFRS9 and IFRS15 as the nature and
substance of the agreement with the conclusion that IFRS9 is the
most appropriate treatment of financial liability because the
liability can be settled by cash or delivery of another financial
instrument.
The fair value of the Copper Stream obligation was
valued by management on a nominal basis. The significant
assumptions included the nominal future copper curve prices, the
latest mine plan and nominal weighted average cost of capital which
was calculated by the company's nominated experts.
B
Judgements
a Functional
currency
The Group transacts in multiple currencies. The
assessment of the functional currency of each entity within the
consolidated Group involves the use of judgement in determining the
primary economic environment in which each entity operates.
The Group first considers the currency that mainly
influences sales prices for its concentrates, goods and services,
and the currency that mainly influences labour, materials and other
costs of providing goods or services. In determining functional
currency, the Group also considers the currency from which funds
from financing activities are generated, and the currency in which
receipts from operating activities are usually retained.
When there is a change in functional currency, the
Group exercises judgement in determining the date of change. This
assessment is driven by the primary economic environment of each
entity including products, labour, materials and professional
services and the currency in which they are primarily
transacted.
Name of entity
|
Country of
incorporation
|
Functional currency at 31 December
2023
|
Functional currency at 31 December
2022
|
Adriatic Metals plc
|
England and Wales
|
USD
|
USD
|
Adriatic Metals BH
d.o.o.
|
Bosnia and Herzegovina
|
USD
|
USD
|
Adriatik Metali d.o.o
|
Bosnia and Herzegovina
|
BAM
|
BAM
|
Adriatic Metals Jersey
Ltd
|
Jersey (originally
Canada)
|
USD
|
USD
|
Adriatic Metals Services (UK)
Limited
|
England and Wales
|
USD
|
USD
|
Adriatic Metals Trading and
Finance Ltd
|
Jersey
|
USD
|
USD
|
Adriatic Metals Holdings BIH
Limited
|
England and Wales
|
USD
|
USD
|
Tethyan Resources Jersey
Ltd
|
Jersey
|
GBP
|
GBP
|
Adriatic Metals d.o.o.
|
Serbia
|
RSD
|
RSD
|
Taor d.o.o.
|
Serbia
|
RSD
|
RSD
|
Tethyan Resources
d.o.o.
|
Serbia
|
RSD
|
RSD
|
Global Mineral Resources
d.o.o.
|
Serbia
|
RSD
|
RSD
|
b
Capitalisation of exploration costs
The Group uses its judgement to determine whether
costs meet the capitalisation requirements in accordance with IFRS
6 and its accounting policy on exploration and evaluation assets,
including whether the activities performed are directly
attributable to increasing the value of the project.
Upon the establishment of a JORC-compliant resource
(at which point, the Group considers it probable that economic
benefits will be realised), the Group capitalises any further
evaluation expenditure incurred for the licence as exploration and
evaluation assets. There is an element of judgement involved by
management as to which costs are directly attributable to
increasing the value of the project. Broadly, activities in
relation to scoping, exploration and development are deemed
directly attributable, whilst activities in relation to supporting
and administrative duties are deemed not to be directly
attributable.
c Indicators
of impairment
The Group uses its judgement in assessing whether
indicators of impairment have occurred.
The Group reviews and tests the
carrying amount of exploration and evaluation assets when events or
changes in circumstances suggest that the carrying amount may not
be recoverable in accordance with IFRS 6. Indicators of impairment
are as follows:
i) the period for which the entity
has the right to explore in the specific area has expired or will
expire in the near future, and is not expected to be
renewed;
ii) substantive expenditure on
further exploration for, and evaluation of, mineral resources in
the specific area is neither budgeted nor planned;
iii) exploration for and
evaluation of mineral resources in the specific area have not led
to the discovery of commercially viable quantities of mineral
resources and the entity has decided to discontinue such activities
in the specific area; and
iv) sufficient data exist to
indicate that, although a development in the specific area is
likely to proceed, the carrying amount of the exploration and
evaluation asset is unlikely to be recovered in full from
successful development or by sale.
The Group also reviews property,
plant and equipment and intangible assets with finite lives for
impairment if there is an indication that the carrying amount may
not be recoverable.
In assessing whether an indicator
of impairment has occurred, the Group considers external sources of
information including observable indications of decline in market
value, actual or expected negative changes in the technological,
market, economic or legal environment, changes in market interest
rates or other market rates of return on investments, and whether
the carrying amount of its net assets is greater than its market
capitalisation. As external sources of information will typically
be broader and less clearly linked to a specific asset or cash
generating unit, for example, a decline in market capitalisation
below the carrying value of the entity's net assets. This may then
require the use of judgement to determine which assets or cash
generating unit should be tested in response to an external source
of information.
The Group also considers internal
sources of information including changes in planned development of
the assets, evidence of obsolescence or damage, changes in the
expected use or life of an asset, and evidence from internal
reporting that an asset's economic performance is, or will be,
worse than expected.
No changes in circumstances or
other indicators of impairment occurred during the year in respect
of the Raska Project exploration and evaluation asset.
No changes in circumstances or
other indicators of impairment occurred during the year in respect
of the Vareš Project mine under construction.
d Rehabilitation provision
The Group recognises provisions for contractual,
constructive or legal obligations, including those associated with
the reclamation of mineral interests and property, plant and
equipment, when those obligations result from the acquisition,
construction, development or normal operation of the assets.
Initially, a provision for the rehabilitation is recognised at its
present value in the period in which it is incurred. Upon initial
recognition of the liability, an amount equal to the liability is
added to the carrying amount of the related asset and this amount
is amortised as an expense over the economic life of the asset.
Following the initial recognition of the rehabilitation provision,
the carrying amount of the liability is increased for the passage
of time by unwinding the discount, and adjusted for changes to the
current market-based discount rate and to the amount or timing of
the underlying cash flows needed to settle the obligation.
Management uses its judgement and experience to
determine the potential scope of closure rehabilitation work
required to meet the Group's legal, statutory and constructive
obligations, and any other commitments made to stakeholders, and
the options and techniques available to meet those obligations and
estimate the associated costs and the likely timing of those
costs.
Significant judgement is also required to determine
both the costs associated with that work and the other assumptions
used to calculate the provision. External experts support the cost
estimation process where appropriate but there remains significant
estimation uncertainty. The key judgement in applying this
accounting policy is determining when an estimate is sufficiently
reliable to make or adjust a closure provision.
Management has previously engaged with experts
Ausenco and Wardell Armstrong as part of the feasibility study to
determine total costs of closure, restoration and environmental
costs over the life of the mine. Management applied judgement to
determine the impact of activity on the Vareš Project in the year
ended 31 December 2023, which is a key factor in calculating the
provision, and the Group recorded a provision based on the
discounted value of the expected cashflows. See note 22 for further
details.
e Entities
not consolidated
The Adriatic Foundation has not been consolidated,
for reasons set out in note 3T.
Deep Research d.o.o. (DR) is determined to be
outside of the control of the Group because although Adriatic
Metals Jersey Ltd (the option agreement holder) has the ability to
control DR via exercise of the option it does not have the intent
to do so at present until further exploration work has been
completed to determine the economic value of DR to the Group
relative to the consideration that would be payable on exercise of
the option.
5. Receivables
and prepayments
(In USD)
|
31
December 2023
|
31
December 2022
|
Current
|
|
|
Accrued interest income
|
59,321
|
57,114
|
Vareš Project prepayments and
deposits
|
6,585,108
|
17,119,197
|
Unamortised deferral of day one
fair value adjustment for Copper Stream
|
98,843
|
-
|
Taxes receivable
|
6,363,960
|
1,618,066
|
Other receivables
|
104,524
|
35,938
|
Non-Current
|
|
|
Unamortised deferral of day one
fair value adjustment for Copper Stream
|
1,680,315
|
-
|
Total
|
14,892,071
|
18,830,315
|
Accrued interest income relates to interest earned
on cash holdings. Of the total interest income recognised during
the year of $1,567,464 (prior year: $334,497), $1,508,143 was
received in cash during the year (prior year: $277,383) with the
remaining $59,321 (prior year: $57,114) recognised as accrued
interest income. $827,515 (prior year: $nil) has been capitalised
within additions to the mine under construction asset.
Vareš Project prepayments and deposits represent
advance payments in respect of equipment purchases, as well as
mobilisation costs paid in respect of the mining services
contractor equipment that had not reached site prior to the period
end dates.
Copper Stream deposit was subject to a day 1 fair
value adjustment of $1,871,124 with a corresponding day one
deferral in other debtors, which will be amortised over the life of
the stream. Amortisation at 31 December 2003 amounts to $91,966
(note 17), resulting in an unamortised balance of $1,779,158 at 31
December 2023 of which $98,843 is current.
The segmental analysis of receivables and prepayments
is as follows:
31 December
2023
|
Bosnia
|
Serbia
|
Corporate
|
Total
|
Accrued interest income
|
-
|
-
|
59,321
|
59,321
|
Prepayments and
deposits
|
6,299,029
|
70,900
|
215,179
|
6,585,108
|
Unamortised deferral of day one
fair value adjustment for Copper Stream
|
1,779,158
|
-
|
-
|
1,779,158
|
Taxes receivable
|
6,215,399
|
53,988
|
94,573
|
6,363,960
|
Other receivables
|
100,381
|
4,144
|
-
|
104,524
|
Total
|
14,393,967
|
129,031
|
369,073
|
14,892,071
|
31 December
2022
|
Bosnia
|
Serbia
|
Corporate
|
Total
|
Accrued interest income
|
-
|
-
|
57,114
|
57,114
|
Prepayments and
deposits
|
16,802,323
|
114,756
|
202,118
|
17,119,197
|
Taxes receivable
|
1,468,539
|
75,343
|
74,184
|
1,618,066
|
Other receivables
|
608
|
3,105
|
32,225
|
35,938
|
Total
|
18,271,470
|
193,204
|
365,641
|
18,830,315
|
6. Borrowings
and Derivative Liability
a) Total borrowings and derivative
liability
(In USD)
|
Orion
Senior Secured Debt
|
Copper
Stream
|
QRC
Convertible Debt
|
Total
Borrowings
|
|
Derivative Liability on QRC Convertible Debt
|
At 31 December 2020
|
-
|
-
|
(15,980,753)
|
(15,980,753)
|
|
(4,160,918)
|
Interest expense
|
-
|
-
|
(1,699,740)
|
(1,699,740)
|
|
-
|
Foreign Exchange gain
|
-
|
-
|
(232,240)
|
(232,240)
|
|
(104,823)
|
Payment of Interest
|
-
|
-
|
1,841,667
|
1,841,667
|
|
-
|
Revaluation of fair value embedded
option
|
-
|
-
|
-
|
-
|
|
1,763,318
|
At 31 December 2021
|
-
|
-
|
(16,071,066)
|
(16,071,066)
|
|
(2,502,423)
|
Additions
|
(26,176,885)
|
-
|
-
|
(26,176,885)
|
|
-
|
Interest expense
|
(35,484)
|
-
|
(1,700,012)
|
(1,735,496)
|
|
-
|
Foreign Exchange gain
|
-
|
-
|
-
|
-
|
|
214,605
|
Payment of Interest
|
-
|
-
|
1,700,000
|
1,700,000
|
|
-
|
Revaluation on
modification
|
-
|
-
|
(214,605)
|
(214,605)
|
|
-
|
Revaluation of fair value embedded
option
|
-
|
-
|
-
|
-
|
|
(4,081,401)
|
At 31 December 2022
|
(26,212,369)
|
-
|
(16,285,683)
|
(42,498,052)
|
|
(6,369,219)
|
Additions
|
(58,560,421)
|
(22,500,000)
|
-
|
(81,060,421)
|
|
-
|
Interest expense
|
(12,999,260)
|
-
|
(1,718,284)
|
(14,717,544)
|
|
-
|
Foreign Exchange gain
|
-
|
-
|
-
|
-
|
|
-
|
Payment of Interest
|
-
|
-
|
1,895,000
|
1,895,000
|
|
-
|
Day one fair value
adjustment
|
-
|
(1,871,124)
|
-
|
(1,871,124)
|
|
-
|
Fair value adjustment
|
|
(2,548,423)
|
|
(2,548,423)
|
|
|
Revaluation of fair value embedded
option
|
-
|
-
|
-
|
-
|
|
(3,540,640)
|
At 31 December 2023
|
(97,772,050)
|
(26,919,547)
|
(16,108,967)
|
(140,800,564)
|
|
(9,909,859)
|
Year end balances are analysed below:
At 31 December 2022
|
Orion
Senior Secured Debt
|
Copper
Stream
|
QRC
Convertible
Debt
|
Total
Borrowings
|
|
Derivative Liability on QRC Convertible Debt
|
Current liability
|
-
|
-
|
-
|
-
|
|
-
|
Non-current liability
|
(26,212,369)
|
-
|
(16,285,683)
|
(42,498,052)
|
|
(6,369,219)
|
|
(26,212,369)
|
-
|
(16,285,683)
|
(42,498,052)
|
|
(6,369,219)
|
At 31 December 2023
|
Orion
Senior Secured Debt
|
Copper
Stream
|
QRC
Convertible Debt
|
Total
Borrowings
|
|
Derivative Liability on QRC Convertible Debt
|
Current liability
|
(30,177,441)
|
(1,086,789)
|
(16,108,967)
|
(47,373,197)
|
|
(9,909,859)
|
Non-current liability
|
(67,594,609)
|
(25,832,758)
|
-
|
(93,427,367)
|
|
--
|
|
(97,772,050)
|
(26,919,547)
|
(16,108,967)
|
(140,800,564)
|
|
(9,909,859)
|
b) Orion Senior Secured Debt
On 10 January 2022, the Group announced the
completion of a $142.5m debt financing package ("Orion Debt Finance
Package"), with Orion Resource Partners (UK) LLP ("Orion")
comprising:
• $120m
Senior Secured Debt; and
•
$22.5m Copper Stream
Under the terms of this agreement, the Senior
Secured Debt maturity date is 30 June 2027. Interest accrues daily
at an annual rate equal to a margin of 7.5% plus the greater of (i)
a floor of 0.26161% plus the CME Term SOFR for a period equal to
three months and (ii) the floor of 0.26161%. Interest is
payable on each interest repayment date, on the final maturity
date, and on any earlier date on which a loan is prepaid in full or
in part.
The First Repayment Date is the earlier of the
Project Completion Longstop Date of 30 June 2024 and the last
business day of the quarter following the quarter in which the
Project Completion Date falls. The repayment schedule
provides for the repayment of the loan in 10 equal quarterly
installments in each of the 10 successive quarters, with the first
such quarterly repayment occurring on the First Repayment Date and
the repayment in each successive quarter occurring on the last
Business Day of the relevant quarter.
The Orion Debt Finance Package contains covenants
and restrictive covenants typical for a project financing,
including in relation to financial reporting. It also
contains security customary for a project financing, principally
security over the assets of Adriatic Metals BH and material
project-related contracts held by the Adriatic Group. A DSCR
covenant of above 1.25x is
included in the Orion Debt Finance Package.
Post year end, on 22 January 2024, the Group amended
the terms of the original Senior Secured Debt agreement as
below:
· The
Project Completion Longstop Date of 30 June 2024 is extended to 31
December 2024 and becomes the First Repayment Date;
· A
fee applicable to the amendment ("the Front End Fee") of $750,000
becomes payable immediately following the utilisation date for the
fourth draw down and added to the principal amount of the loans
then outstanding;
· The
Company is required to ensure that prior to 31 July 2024, the QRC
Convertible Debt is finally, fully and irrevocably discharged or
converted into equity without incurring financial indebtedness in
relation to the same.
Secured Overnight Financing Rate
("SOFR") is a secured interbank overnight interest rate used as a
reference rate by parties in commercial contracts, as an
alternative to LIBOR which was discontinued in 2021. The CME SOFR
is administered by the CME Group.
During 2023 the applicable CME
Term SOFR has fluctuated between 4.560740% and 5.39482%, meaning
that the total interest rate applicable has fluctuated between
12.32235% and 12.89482% during the year to 31 December 2023. The
first DSCR testing period is expected to
be late-2024, and six monthly thereafter. The Company's
forecasts show substantial headroom above the requirement of
1.25x.
During 2023, the Orion Senior Secured Debt second
and third tranches totaling $60,000,000 were drawn net of
associated $1,439,579 legal and other fees incurred by Orion as
lender, with a net amount of $58,560,421 received. As at 31
December 2023, these Orion fees have been recognised as a deduction
from the value of borrowings in accordance with IFRS 9, on the
basis that they represent transaction costs directly attributable
to the acquisition of the borrowings.
As a result of the total IFRS 9 deduction of
$5,262,694, which will be amortised over the life of the facility
using the effective interest rate method, the Orion Senior Secured
Debt balance is reduced from $90,000,000 drawn down to $84,737,306.
This impact will be reversed over the life of the facility as the
deduction is unwound through amortisation of the deduction.
The Group is entitled to deduct
the amount of any payment it makes to the Adriatic Foundation on
behalf of the Lenders from any interest accrued in the last quarter
of each year.
c) Copper Stream
On 13 February 2023 the Company
announced that all conditions precedent for the $22.5m Copper
Stream had been satisfied and that the Copper Stream deposit funds
had been received as a prepayment for the Copper Stream.
In accordance with the Copper
Stream agreement signed on 8 January 2022, the Group will deliver
to Orion copper warrants purchased on the London Metal
Exchange with a value equal to 24.5% of the
payable copper in concentrates sold at the official LME copper cash
price. Orion will pay 30% of the value of copper warrants with the
remaining 70% being credited to the prepayment. The agreement will be effective
for an initial term of 40 years from the signing date and
thereafter will automatically be extended for any successive 20
year additional periods unless there have been no active mining
operations during the last 20 years of the initial term or
throughout such additional periods, in which case the agreement
will terminate at the end of the initial term or such additional
period, as applicable. The agreement may also be terminated by the
parties on mutual written consent or in the event of
default.
The Group's obligations under the
Copper Stream agreement are accounted for as a financial liability
at fair value through profit or loss and comprise the following at
31 December 2023:
(In USD)
|
31
December 2023
|
Deposit funds received during the
Year
|
22,500,000
|
Day one fair value adjustment in
respect of future delivery of copper warrants
|
1,871,124
|
Fair value at initial recognition
|
24,371,124
|
Fair value adjustment at 31
December 2023
|
2,548,423
|
Balance at 31 December 2023
|
26,919,547
|
As the fair value of copper
warrants depends on copper price volatilities and a risk-adjusted
discount rate which are unobservable inputs, the financial
liability above is classified within Level 3 of the fair value
hierarchy.
A day one fair value adjustment
has been made to recognise the initial fair value at the date on
which the Copper Stream deposit was received during the Period.
This adjustment has been deferred at 13th February 2023
to reflect the fact that it will be amortised over the Vareš Mine
production period which had not yet started at that
date.
The valuation of the Copper Stream
financial liability was prepared by management on a nominal
basis. The assumptions used were the life of mine,
copper production, the nominal copper forward price curve and the nominal
discount rate based on the Company's weighted average cost of
capital.
The following table contains
sensitivities showing the impact of a 10%, 20% and 25% discount
factor compared with the companies weighted average cost of capital
(WACC). The company used 20.5% for the calculation of the day one
fair value adjustment and 18.9% for the fair value adjustment at 31
December 2023.
Discount Rate
|
15.00%
|
20.00%
|
25.00%
|
Day one fair value
adjustment
|
29,738,197
|
24,768,916
|
21,015,051
|
At 31 December 2023
|
32,311,242
|
25,715,201
|
21,068,867
|
d) QRC convertible debt
The Company issued $20m 8.5% convertible debt
through a deed of covenant dated 30 November 2020. The debt was
convertible into fully paid equity securities in the share capital
of the issuer, subject to the conditions of the debt issue. The
debt was converted into shares in March 2024.
Modification
In December 2022, concurrently with the first draw
down of the Orion Senior Secured Debt, Adriatic and QRC executed an
amendment to the 30 November 2020 deed of covenant, providing that
the cash coupon had been increased from 8.5% to 9.5% per annum
effective from 10 January 2023. The amendment also confirmed that
Adriatic was not required to redeem the debt following completion
of the Orion project financing. This was a change from the original
terms of the convertible debt which provided that where the Company
secured a project financing before the final maturity date of the
debt, the bondholder could require the issuer to redeem the debt at
its principal amount together with the accrued but unpaid interest
to such date. All other terms of the original deed remained
unchanged.
Management considered the quantitative and
qualitative nature of the amendment and concluded the changes
constituted a non-substantial modification under IFRS 9 accounting
standards.
The carrying amount of the liability was adjusted to
the present value of the modified cashflows and a loss was
recognised in the profit or loss in the year ended 31 December
2022. Subsequent interest expense was calculated based on the
updated internal rate of return.
Key terms and conditions of the debt agreement dated
30 November 2020 between the Company and QRC are provided
below.
Voluntary conversion
The debt shall be convertible into equity securities
of the Company at the option of the bondholder at any time from the
issue date 1 December 2020 until 30 November 2024. The number of
equity securities to be issued will be determined by the conversion
price in effect on the relevant conversion date. The initial
conversion price is AUD 2.7976 per ordinary share.
Redemption and Purchase
a) Final redemption: Where the debt is not
converted, redeemed, purchased, or cancelled by the Company prior
to the final maturity date, the debt shall be redeemed by the
Company at its principal amount;
b) Redemption at the option of the issuer: Option to
the issuer to redeem all the debt outstanding, prior to the final
maturity date, at its principal amount together with accrued but
unpaid interest to such date if:
- At any time prior to
maturity date, the volume weighted average price of the equity
securities for 20 consecutive days has exceeded 125% of the
conversion price; or
- The issuer delivers an
optional redemption notice that contains an optional redemption
date which falls on or after the third anniversary of the issue
date;
c) Redemption at the option of bondholder if a
change of control event occurs: the bondholder receives an option
to require the issuer to redeem the debt prior to the final
maturity date. In the event of a change of control, the debt shall
be redeemed at:
- 130% of the principal
amount, if the change of control event occurs on or prior to the
second anniversary of the issuance date, together with accrued and
unpaid interest till such date. This redemption ratio is no longer
applicable as no change of control event occurred on or prior to
the second anniversary of the issuance date; or
- 115% of the principal
amount, if the change of control event occurs after the second
anniversary of issuance date, together with accrued and unpaid
interest till such date
d) Redemption at the option of the debt holder in
the event of project financing: In any event where the Company
secures a project financing before the final maturity date of the
debt, the debt holder can require the issuer to redeem the debt at
its principal amount together with the accrued but unpaid interest
to such date. The amendment in December 2022 removed this
option.
e) Derivative liability on QRC
convertible debt
QRC's option to convert the debt into equity and the
associated potential issue of shares gave rise to a variable amount
of cash receivable by the Company and therefore the debt fails to
meet the requirements to be classified as equity. The conversion
feature of the debt has therefore been accounted for as a
derivative liability, with the value of the conversion feature
dependent on factors as set out below.
Management engaged external experts to review the
terms of the agreement and perform a valuation. It was concluded
that the call option in the hands of the bondholder satisfied the
conditions stipulated by IFRS 9 Financial Instrument - Recognition
and Measurement for the recognition of a derivative liability in
the Group and Company accounts and required a separate fair
valuation.
The redemption options in the hands of the bondholder
were concluded to fall outside the exemptions of IFRS 9 and to be
closely related to the debt host contract. Therefore, the
redemption options need not be separated from the debt host
contract and hence need not be valued separately. The Group has
accounted for both the embedded option and liability at fair value
through profit and loss and at amortised cost
respectively.
Valuation Model
The Black Scholes model was chosen as the most
appropriate pricing model to value QRC's option to convert the debt
into equity and the valuation was updated at 31 December 2023 and
31 December 2022. The main assumptions and inputs used in the
options pricing model were as follows:
−
Dividend yield - assumed to be nil because the Company has not
declared or paid any dividends in prior years on ordinary
shares.
−
Strike price - The initial conversion price of AUD 2.7976 per
ordinary share.
−
Expected term - Judgement applied to assign probability to the
various redemption and put options in the contract. Expected term
of redemption calculated as 0.92 years from the valuation date.
−
Expected volatility - Weekly volatility over the 0.92 years (48
weeks) was calculated as 37.10% prevailing on ASX as of the
valuation date.
−
Risk-free rate - Risk free yield obtained from Australian Treasury
bond issues converted into continuous compound yields.
−
Value of underlying common stock price - The closing price of
ordinary shares AUD 4.01 on the valuation date on the ASX.
Using the assumptions set out above, the Black Scholes
value of the call option in the hands of the debt holder is
$9,909,859.
Sensitivity Analysis
Inputs to the Black Scholes model are based on
management estimates regarding probabilities of future events. The
results are sensitive to changes in key assumptions, namely the
expected term of the debt and the volatility of the Company's share
price.
Sensitivity of the debt value to reasonably possible
changes in the assumptions of expected term and volatility of the
Company's share price are as follows:
|
Change
in volatility of Company's share price
|
30%
|
Unchanged (37.10%)
|
45%
|
Change in expected term
|
26 Weeks
|
$0.8m
Decrease
|
$0.6m
Decrease
|
$0.4m
Decrease
|
Unchanged (48 weeks)
|
$0.3m
Decrease
|
-
|
$0.6m
Increase
|
65 Weeks
|
$0.1m
Increase
|
$0.5m
Increase
|
$1.0m
Increase
|
7. Property,
plant and equipment
Cost (In USD)
|
Note
|
Land
& Buildings
|
Plant
& Machinery
|
Mine
under Construction
|
Total
|
31 December 2021
|
|
1,110,227
|
852,631
|
28,446,606
|
30,409,464
|
Additions
|
|
3,670,590
|
1,170,962
|
38,926,044
|
43,767,596
|
Recognition of rehabilitation
provision
|
|
-
|
-
|
4,431,212
|
4,431,212
|
Foreign exchange
difference
|
|
-
|
2,546
|
-
|
2,546
|
31 December 2022
|
|
4,780,817
|
2,026,139
|
71,803,862
|
78,610,818
|
Additions
|
|
828,149
|
2,061,572
|
119,035,126
|
121,924,847
|
Capitalised net
interest
|
6,17
|
-
|
-
|
12,171,745
|
12,171,745
|
Capitalised
depreciation
|
10
|
-
|
-
|
2,006,890
|
2,006,890
|
Reassessment of rehabilitation
provision
|
22
|
-
|
-
|
(757,425)
|
(757,425)
|
31 December 2023
|
|
5,608,966
|
4,087,711
|
204,260,198
|
213,956,875
|
Additions of $121,924,847 (31 December 2023:
$43,767,596) excludes prior year prepaid capex of $17,119,197 and
creditor balances of $10,397,180 (31 December 2022:
1,535,701). The investment in purchase of property, plant and
equipment of $94,408,470 (31 December 2022: $42,231,895) in the
consolidated statement of cash flows excludes these creditor
balances.
Capitalised interest consists of accrued interest
expense in the year of $12,999,260 on the Orion Senior Debt Finance
Package as set out in note 6, less $827,515 interest income, as set
out in note 17.
Depreciation (in USD)
|
|
31 December 2021
|
47,946
|
291,670
|
192,074
|
531,690
|
Charge for the year
|
13,173
|
219,033
|
-
|
232,206
|
Foreign exchange
difference
|
-
|
(13,641)
|
-
|
(13,641)
|
31 December 2022
|
61,119
|
497,062
|
192,074
|
750,255
|
Charge for the year
|
23,892
|
452,058
|
-
|
475,950
|
31 December 2023
|
85,011
|
949,120
|
192,074
|
1,226,205
|
Net Book Value (in USD)
|
|
31 December 2022
|
4,719,698
|
1,529,077
|
71,611,788
|
77,860,563
|
31 December 2023
|
5,523,955
|
3,138,591
|
204,068,124
|
212,730,670
|
Mine under construction amounts
relate to the Vareš Project, located in Bosnia and Herzegovina. The
balance of exploration and evaluation asset was transferred to mine
under construction at the completion of the Feasibility Study in
2021.
The segmental analysis of property, plant and
equipment net book value is as follows:
Net Book Value (In USD)
|
Land
& Buildings
|
Plant
& Machinery
|
Mine
under Construction
|
Total
|
31 December 2022
|
|
|
|
|
Bosnia and Herzegovina
|
4,703,342
|
1,420,191
|
71,611,788
|
77,735,321
|
Serbia
|
-
|
89,837
|
-
|
89,837
|
Corporate
|
16,356
|
19,049
|
-
|
35,405
|
Total
|
4,719,698
|
1,529,077
|
71,611,788
|
77,860,563
|
31 December 2023
|
|
|
|
|
Bosnia and Herzegovina
|
5,509,956
|
2,990,655
|
204,068,124
|
212,568,735
|
Serbia
|
-
|
102,119
|
-
|
102,119
|
Corporate
|
13,999
|
45,817
|
-
|
59,816
|
Total
|
5,523,955
|
3,138,591
|
204,068,124
|
212,730,670
|
8. Exploration
and evaluation assets
Cost (In USD)
|
Raska
Project in Serbia
|
Total
|
31 December 2021
|
31,901,709
|
31,901,709
|
Foreign exchange
difference
|
(214,750)
|
(214,750)
|
Impairment
|
(23,186,959)
|
(23,186,959)
|
31 December 2022
|
8,500,000
|
8,500,000
|
31 December 2023
|
8,500,000
|
8,500,000
|
Net Book Value
|
|
31 December 2022
|
8,500,000
|
8,500,000
|
31 December 2023
|
8,500,000
|
8,500,000
|
Exploration and evaluation assets
relate to the Raska Project in Serbia.
The Raska exploration and
evaluation balance at 31 December 2021 of $31,901,709 mainly
reflects the $31,804,990 value recorded on the acquisition of the
Tethyan group, by which the Company acquired the Kremice, Kizevak
and Sastavci licences.
In late 2022 the Company carried
out a strategic review of the Raska Project which resulted in
changes to the development plan for the project. Focusing its
resources on Vareš Project construction and on exploration at
Rupice and Rupice NW meant that resources available for exploration
in Serbia would be more focused and limited in 2023, with
development taking place over a longer horizon, including advancing
new prospects in the Company's tenement area during 2023 to
complement Kizevak and Sastavci. In view of the longer horizon
planned, the Company determined that it was appropriate to
recognise an impairment of $23.2m against the project's carrying
amount, reducing the carrying amount to $8.5m at 31 December
2022.
During 2023, there was successful
intersection of mineralization at several of the new prospects from
trench, surface and drill core sampling, while drilling results
from the Rudnica prospect indicated the potential for an increase
in the size of the historic Rudnica porphyry deposit. Nonetheless,
further work is required before a maiden mineral resource may be
established. All permits remain in good standing.
The Raska Project is managed as a
single project and if advanced to the production stage, it is
anticipated that there would be a single processing plant. The
project is therefore treated as a single cash generating unit, with
the post-impairment value of $8,500,000 attributed to the Raska
Project as a whole instead of to specific tenements.
No further indicators of impairment or reversal of
previous impairment have been identified in the year to 31 December
2023, the carrying value $8,500,000 remains
unchanged from prior year.
9. Accounts
payable and accrued liabilities
(In USD)
|
31
December 2023
|
31
December 2022
|
Trade payables
|
13,719,583
|
2,585,755
|
Accrued liabilities
|
3,415,895
|
2,617,585
|
Other payables
|
537,342
|
138,400
|
|
17,672,820
|
5,341,740
|
Trade payables increased during
the year due to the increased activity on development/construction
phase of Vareš project which went into production phase in Q1
2024.
10. Right-of-use assets and
lease liabilities
Set out below are the carrying amounts of
right-of-use assets accounted for in accordance with IFRS 16 and
the movements during the year:
(In USD)
|
Land
& buildings
|
Plant
& Machinery
|
Total
|
31 December 2021
|
733,246
|
-
|
733,246
|
Additions
|
297,468
|
9,064,201
|
9,361,669
|
Modification
|
26,404
|
-
|
26,404
|
Depreciation
|
(155,602)
|
(904,115)
|
(1,059,717)
|
Foreign exchange
difference
|
(107,937)
|
170
|
(107,767)
|
31 December 2022
|
793,579
|
8,160,256
|
8,953,835
|
Additions
|
1,097,289
|
599,552
|
1,696,841
|
Depreciation
|
(346,201)
|
(2,050,881)
|
(2,397,082)
|
Foreign exchange
difference
|
64,327
|
1,905
|
66,232
|
31 December 2023
|
1,608,994
|
6,710,832
|
8,319,826
|
The largest right-of-use asset relates to mining
equipment delivered under a five year mining services contract with
Nova Mining & Construction d.o.o. Remaining leases relate to
administrative buildings and coresheds for the Group.
Depreciation relating to right-of-use assets
includes capitalised depreciation of $2,006,890 taken to Mine under
construction, as set out in note 7 (31 December 2022: $nil).
The corresponding charge in the income statement is $390,192 (31
December 2022: $1,059,717).
Set out below are the carrying amounts of lease
liabilities and the movements during the year:
(In USD)
|
Land & buildings
|
Plant & Machinery
|
Total
|
31 December 2021
|
767,098
|
-
|
767,098
|
Additions
|
297,468
|
9,062,598
|
9,360,066
|
Modification
|
16,850
|
-
|
16,850
|
Interest expense
|
130,771
|
458,606
|
589,377
|
Payments
|
(270,236)
|
(2,209,332)
|
(2,479,568)
|
Foreign exchange
difference
|
(57,590)
|
(9,492)
|
(67,082)
|
31 December 2022
|
884,361
|
7,302,380
|
8,186,741
|
Additions
|
981,918
|
599,552
|
1,581,470
|
Interest expense
|
104,598
|
998,720
|
1,103,318
|
Payments
|
(465,643)
|
(2,356,966)
|
(2,822,609)
|
Foreign exchange
difference
|
85,262
|
2,385
|
87,647
|
31 December 2023
|
1,590,496
|
6,546,071
|
8,136,567
|
Of the total amount at 31 December 2023, $1,495,296
(31 December 2022: $2,379,000) is recognised as a current liability
and the remainder $6,641,271 is shown within non-current
liabilities (31 December 2022: $5,807,741). The maturity analysis
of contractual undiscounted cash-flows is in note 12b.
The following are the amounts recognised in the
statement of comprehensive income:
Cost (In USD)
|
12
months to December 2023
|
12
months to December 2022
|
Depreciation expense of
right-of-use assets
|
2,397,082
|
1,059,717
|
Less: right-of-use asset
depreciation capitalised to mine under construction
|
(2,006,890)
|
-
|
Interest expense on lease
liabilities
|
1,103,318
|
589,377
|
Total amount recognised in profit or loss
|
1,493,510
|
1,649,094
|
The following are the amounts recognised in statement
of cashflow:
Cost (In USD)
|
12
months to December 2023
|
12
months to December 2022
|
Capital payments on
leases
|
(1,719,291)
|
(1,890,191)
|
Interest paid on leases
|
(1,103,318)
|
(589,377)
|
Total amount paid in respect of lease
liabilities
|
(2,822,609)
|
(2,479,568)
|
11. Financial
instruments
IFRS 13 requires disclosure of fair value
measurements by level of the following fair value measurement
hierarchy, depending on whether the fair value measurements are
derived from:
· quoted prices
(unadjusted) in active markets for identical assets or liabilities
(level 1);
· inputs other than
quoted prices included within level 1 that are observable for the
asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices) (level 2); or
· inputs for the asset
or liability that are not based on observable market data (that is,
unobservable inputs) (level 3).
Fair value is the amount at which a financial
instrument could be exchanged in an arm's length transaction. Set
out below are the financial instruments held at amortised cost and
fair value through profit or loss and their fair value measurement
hierarchy.
See note referenced for further detail on inputs to
fair value for each financial instrument.
At 31 December 2023
(In USD)
|
Note
|
At
amortised cost
|
At fair
value
through
profit or loss
|
Total
|
Fair
Value
Hierarchy
|
Financial assets
|
|
|
|
|
|
Cash and cash
equivalents
|
|
44,856,215
|
-
|
44,856,215
|
N/A
|
Accrued interest
receivable
|
5
|
59,321
|
-
|
59,321
|
N/A
|
Total financial assets
|
|
44,915,536
|
-
|
44,915,536
|
|
Financial liabilities
|
|
Accounts payable and accrued
liabilities
|
9
|
17,672,820
|
-
|
17,672,820
|
N/A
|
Borrowings
|
6
|
113,881,017
|
26,919,547
|
140,800,564
|
Level
3
|
Derivative liability
|
6
|
-
|
9,909,859
|
9,909,859
|
Level
3
|
Lease liabilities
|
10
|
8,136,567
|
-
|
8,136,567
|
Level
3
|
Total financial liabilities
|
|
139,690,404
|
36,829,406
|
176,519,810
|
|
Net financial assets/(liabilities)
|
|
(94,774,868)
|
(36,829,406)
|
(131,604,274)
|
|
At 31 December 2022
(In USD)
|
Note
|
At
amortised cost
|
At fair
value
through
profit or loss
|
Total
|
Fair
Value
Hierarchy
|
Financial assets
|
|
|
|
|
|
Cash and cash
equivalents
|
|
60,585,277
|
-
|
60,585,277
|
N/A
|
Accrued interest
receivable
|
5
|
35,938
|
-
|
35,938
|
N/A
|
Total financial assets
|
|
60,621,215
|
-
|
60,621,215
|
|
Financial liabilities
|
|
Accounts payable and accrued
liabilities
|
9
|
5,341,740
|
-
|
5,341,740
|
N/A
|
Borrowings
|
6
|
42,498,052
|
-
|
42,498,052
|
Level
3
|
Derivative liability
|
6
|
-
|
6,369,219
|
6,369,219
|
Level
3
|
Lease liabilities
|
10
|
8,186,741
|
-
|
8,186,741
|
Level
3
|
Total financial liabilities
|
|
56,026,533
|
6,369,219
|
62,395,752
|
|
Net financial assets/(liabilities)
|
|
4,594,682
|
(6,369,219)
|
(1,774,537)
|
|
12. Financial risk
management
a. Credit risk
Credit risk arises from the risk that a counter
party will fail to perform its obligations. Financial instruments
that potentially subject the Group to concentrations of credit risk
consist of cash and cash equivalents and receivables (excluding
prepayments).
Due to the nature of the business, the Group's
exposure to credit risk arising from routine operating activities
is currently inherently low. However, the Audit & Risk
Committee considers the risks associated with new material
counterparties where applicable to ensure the associated credit
risk is of an acceptable level.
The total carrying amount of cash and cash
equivalents and receivables represents the Group's maximum credit
exposure.
The Group's cash is held in major UK, Jersey,
Australian, Serbian and Bosnian financial institutions, and as such
the Group is exposed to credit risks of those financial
institutions. The Group's main cash holdings are located in UK and
Jersey A1 or A2 rated institutions and as such are considered to
have low credit risk.
The Group's receivables primarily relate to value
added tax receivables due from governments in the UK and Bosnia and
Herzegovina. These amounts are excluded from the definition of
financial instruments in the accounts and in any event are
considered to have low credit risk. Of the remaining receivables
and prepayments, any changes in management's estimate of the
recoverability of the amount due will be recognised in the period
of determination and any adjustment may be significant.
The Board of Directors, with input from the Audit
& Risk Committee, is ultimately responsible for monitoring
exposure to credit risk on an ongoing basis and does not consider
such risk to be significant at this time. As such, the Group
considers all of its financial assets to be fully collectible.
b. Liquidity risk
Liquidity risk is the risk that the Group will not
be able to meet its financial obligations as they become due. The
Group's approach to managing liquidity risk is to ensure, as far as
possible, that it will have sufficient liquidity to meet its
liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses.
The following table analyses the Group's financial
liabilities and derivatives into the relevant maturity groupings
based on the remaining period at the balance sheet date to the
contractual maturity date. The contractual gross financial
liabilities shown below are undiscounted estimated cash outflows
which, where applicable, include estimated future interest
payments, and certain amounts therefore differ from the amounts
presented in the consolidated financial statements and elsewhere in
the accompanying notes.
At 31 December 2023 (In
USD)
|
Within
30 days
|
30 days
to 6 months
|
6 to 12
months
|
Over 12 months
|
Accounts payable and accrued
liabilities
|
17,672,820
|
-
|
-
|
-
|
Borrowings
|
-
|
-
|
47,373,197
|
93,427,367
|
Derivative liability
|
-
|
-
|
9,909,859
|
-
|
Lease liabilities
|
124,608
|
623,040
|
747,648
|
7,946,031
|
|
17,797,428
|
623,040
|
58,030,704
|
101,373,398
|
At 31 December 2022 (In
USD)
|
Within
30 days
|
30 days
to
6
months
|
6 to 12
months
|
Over 12
months
|
Accounts payable and accrued
liabilities
|
5,341,740
|
-
|
-
|
-
|
Borrowings
|
-
|
-
|
-
|
46,316,489
|
Derivative liability
|
-
|
-
|
-
|
6,369,219
|
Lease liabilities
|
198,250
|
991,250
|
1,189,500
|
7,995,030
|
|
5,539,990
|
991,250
|
1,189,500
|
60,680,738
|
c. Market risk
Market risk is the risk that changes in market
prices, such as foreign exchange rates, commodity prices, and
interest rates will affect the value of the Group's financial
instruments. The objective of market risk management is to manage
and control market risk exposures within acceptable limits, while
maximising long term returns.
The Group conducts development and exploration
projects in Bosnia and Herzegovina and in Serbia. As a result, a
portion of the Group's expenditures, receivables, cash and cash
equivalents, accounts payable and accrued liabilities are
denominated in Bosnian Marks, Serbian Dinar, Great Britain Pounds,
Australian Dollars, and Euros and are therefore subject to
fluctuation in exchange rates.
At 31 December 2023, a 10% change in the exchange
rate between USD and the Euro, Bosnian Mark and Serbian Dinar,
which is a reasonable estimation of volatility in exchange rates,
would have an impact of approximately $1.4m on the Group's total
comprehensive loss, and approximately $1.6m on the balance of cash
and cash equivalents.
d. Fair values
The fair value of cash, receivables, accounts payable
and accrued liabilities approximate their carrying amounts due to
the short term nature of the instruments.
As set out in note 11, fair value measurements
recognised in the consolidated statement of financial position
subsequent to their initial fair value recognition can be
classified into Levels 1 to 3 based on the degree to which fair
value is observable.
There were no transfers between any levels of the
fair value hierarchy in the current or prior years.
e. Capital management
The Group's objectives in managing capital are to
safeguard its ability to operate as a going concern while pursuing
exploration and development and opportunities for growth through
identifying and evaluating potential acquisitions of assets or
businesses. The Group defines capital as the equity attributable to
equity shareholders of the Group which at 31 December 2023 was
$110,657,966 (31 December 2022: $107,903,026).
The Group sets the amount of capital in proportion to
its risk and corporate growth objectives. The Group manages its
capital structure and adjusts it in light of changes in economic
conditions and the risk characteristics of the underlying
assets.
See note 6 for details of the Group's borrowings and
derivative liability.
13. Equity
A Authorised share capital
The authorised share capital of the Company consists
of an unlimited number of voting ordinary shares with a nominal
value of £0.013355.
B Common shares issued
|
Ordinary
Shares (Number)
|
Share
Capital
(In
USD)
|
Share
Premium
(In USD)
|
Merger
Reserve
(In USD)
|
31 December 2021
|
266,073,240
|
5,279,546
|
143,259,675
|
23,019,164
|
Shares issued as consideration for
acquisition of subsidiary
|
332,000
|
5,579
|
-
|
478,566
|
Share Issue costs
|
-
|
-
|
(86,199)
|
-
|
Shares issued on exercise of
options and performance rights
|
6,341,052
|
91,224
|
656,155
|
-
|
31 December 2022
|
272,746,292
|
5,376,349
|
143,829,631
|
23,497,730
|
Issue of share capital
|
14,807,632
|
251,055
|
31,427,918
|
-
|
Share Issue costs
|
-
|
-
|
(2,111,505)
|
-
|
Shares issued on exercise of
options and performance rights
|
5,180,495
|
85,378
|
999,562
|
-
|
31 December 2023
|
292,734,419
|
5,712,782
|
174,145,606
|
23,497,730
|
The average price paid for shares issued in the year was $1.64 per
share (31 December 2022: $0.19 per share).
C Share options and performance rights
All share options and performance rights are issued
under the Group's share option plan.
The following table summarises movements of the
Company's share option plan:
|
Weighted
average exercise price of options (USD)
|
Number of options
|
Number of performance
rights
|
Total options and performance
rights
|
31 December 2021
|
0.39
|
12,212,480
|
990,000
|
13,202,480
|
Granted
|
N/A
|
-
|
548,012
|
548,012
|
Exercised
|
0.12
|
(7,016,600)
|
(290,000)
|
(7,306,600)
|
Expired
|
1.28
|
(21,580)
|
(306,418)
|
(327,998)
|
31 December 2022
|
0.46
|
5,174,300
|
941,594
|
6,115,894
|
Granted
|
N/A
|
-
|
1,811,174
|
1,811,174
|
Exercised
|
0.13
|
(5,018,260)
|
(588,194)
|
(5,606,454)
|
Expired
|
1.47
|
(14,940)
|
(102,503)
|
(117,443)
|
31 December 2023
|
2.25
|
141,100
|
2,062,071
|
2,203,171
|
On exercise, holders of performance rights are
required to pay £0.013355 for each performance right exercised,
being the nominal value of one ordinary share.
No options were granted during the year or prior
year. Performance rights granted in the year were valued using the
Black-Scholes method (see note 13F).
Options outstanding:
At 31 December 2023
|
|
Grant date
|
Options
outstanding
|
Exercise
price
|
Weighted
average remaining contractual life (Years)
|
Expiry
date
|
Number
exercisable
|
8 October 2020
|
91,300
|
£1.80
|
0.2
|
28
February 2024
|
91,300
|
8 October 2020
|
24,900
|
£2.22
|
0.2
|
7 March
2024
|
24,900
|
8 October 2020
|
24,900
|
£1.20
|
0.6
|
19
August 2024
|
24,900
|
|
141,100
|
|
|
|
141,100
|
At 31 December 2022
|
|
Grant date
|
Options
outstanding
|
Exercise
price
|
Weighted
average remaining contractual life (Years)
|
Expiry
date
|
Number
exercisable
|
27 April 2018
|
4,000,000
|
A$0.20
|
0.5
|
1 July
2023
|
4,000,000
|
8 October 2020
(1)
|
3,320
|
£1.06
|
-
|
5
December 2022
|
3,320
|
8 October 2020
|
29,880
|
£1.06
|
0.1
|
3
January 2023
|
29,880
|
8 October 2020
|
91,300
|
£1.80
|
1.2
|
28
February 2024
|
68,060
|
8 October 2020
|
24,900
|
£2.22
|
1.2
|
7 March
2024
|
14,940
|
8 October 2020
|
24,900
|
£1.20
|
1.6
|
19
August 2024
|
14,940
|
6 November 2020
|
1,000,000
|
A$2.20
|
0.9
|
7
November 2023
|
1,000,000
|
|
5,174,300
|
|
|
|
5,131,140
|
(1) The conditions to exercise were met
prior to the expiry date of 5 December 2022 and the shares were
subsequently issued on 17 January 2023.
Performance rights outstanding:
|
At 31 December 2023
Grant date
|
Performance rights
outstanding
|
Weighted
average remaining contractual life (Years)
|
Expiry
date
|
Number
exercisable
|
17 February 2022
|
100,000
|
0.0
|
31
December 2023
|
100,000
|
17 February 2022
|
100,000
|
0.5
|
30 June
2024
|
100,000
|
17 February 2022
|
23,765
|
2.0
|
31
December 2025
|
14,537
|
5 April 2022
|
100,000
|
0.0
|
31
December 2023
|
100,000
|
5 April 2022
|
25,000
|
1.0
|
31
December 2024
|
-
|
23 February 2023
|
225,189
|
3.0
|
31
December 2026
|
78,193
|
24 May 2023
|
142,778
|
4.0
|
1
January 2028
|
-
|
24 May 2023
|
434,272
|
4.4
|
24 May
2028
|
-
|
18 September 2023
|
911,067
|
4.4
|
24 May
2028
|
-
|
|
2,062,071
|
|
|
392,730
|
At 31 December 2022
Grant date
|
Performance rights
outstanding
|
Weighted
average remaining contractual life (Years)
|
Expiry
date
|
Number
exercisable
|
6 August 2020
|
500,000
|
2.0
|
31
December 2024
|
-
|
17 February 2022
|
100,000
|
1.0
|
31
December 2023
|
-
|
17 February 2022
|
100,000
|
1.5
|
30 June
2024
|
-
|
17 February 2022
|
41,594
|
3.0
|
31
December 2025
|
-
|
5 April 2022
|
100,000
|
1.0
|
31
December 2023
|
-
|
5 April 2022
|
50,000
|
2.0
|
31
December 2024
|
-
|
5 April 2022
|
50,000
|
3.0
|
31
December 2025
|
-
|
|
941,594
|
|
|
-
|
D Warrants reserve
Warrants were issued as part of Tethyan Resource
Corp acquisition.
The following table presents movements in the Group's
warrants reserve:
(In USD)
|
Warrants
reserve
|
|
31 December 2021
|
2,743,303
|
|
Exercise of warrants
|
-
|
|
Expired warrants
|
-
|
|
31 December 2022
|
2,743,303
|
|
Exercise of warrants
|
-
|
|
Expired warrants
|
-
|
|
31 December 2023
|
2,743,303
|
|
At 31 December 2023
Grant date
|
Warrants
outstanding
|
Exercise
Price
|
Weighted
average remaining contractual life (Years)
|
Expiry
date
|
Number
exercisable
|
29 November 2019
|
2,651,020
|
£0.88
|
0.1
|
30
January 2024
|
2,651,020
|
|
2,651,020
|
|
|
|
2,651,020
|
At 31 December 2022
Grant date
|
Warrants
outstanding
|
Exercise
Price
|
Weighted
average remaining contractual life (Years)
|
Expiry
date
|
Number
exercisable
|
29 November 2019
|
2,651,020
|
£0.88
|
1.1
|
30
January 2024
|
2,651,020
|
|
2,651,020
|
|
|
|
2,651,020
|
|
|
|
|
|
|
| |
E Share-based payment reserve
The following table presents changes in the Group's
share-based payment reserve during the year ended 31 December
2023:
(In USD)
|
Share-based payment reserve
|
31 December 2021
|
5,778,882
|
Exercise of share options and
performance rights
|
(2,130,739)
|
Issue of performance
rights
|
873,155
|
Short term incentive plan
awards
|
576,000
|
Expiry/cancellation of share
options and performance rights
|
(153,862)
|
31 December 2022
|
4,943,436
|
Exercise of share options and
performance rights
|
(2,337,235)
|
Short term incentive plan
awards
|
(576,000)
|
Issue of performance
rights
|
1,644,777
|
Expiry/cancellation of share
options and performance rights
|
(83,758)
|
31 December 2023
|
3,591,220
|
By agreement with the Company, in
the prior year certain members of the Company's executives elected
to reinvest their short term incentive plan cash bonuses in respect
of performance in the year ended 31 December 2022. In lieu of
paying such cash bonuses, on 13 February 2023 the Company issued an
aggregate of 258,760 new ordinary shares at an issue price of £1.70
per share. This transaction falls under the scope of IFRS 2 and for
the year ended 31 December 2022, $576,000 has been recognised in
the share-based payment reserve (current year; nil).
F Share-based payment expense
During the year ended 31 December 2023; the Group
recognised share-based payment expenses of $1,561,020 (31 December
2022: $1,295,293).
(In USD)
|
Year
ended
31
December 2023
|
Year
ended
31
December 2022
|
Awards and expiry/cancellations during the
year
|
|
|
Issue of options and performance
rights
|
934,674
|
367,525
|
Short term incentive plan
awards
|
-
|
576,000
|
Expiry/cancellation of
options
|
(79,776),
|
(3,971)
|
|
854,898
|
939,554
|
Awards and expiry/cancellations relating to prior years
awards
|
|
|
Issue of options and performance
rights
|
710,104
|
505,630
|
Expiry/cancellation of
options
|
(3,982)
|
(149,891)
|
|
706,122
|
355,739
|
|
1,561,020
|
1,295,293
|
The issue of options and performance rights gives rise to a
share-based payment expense which is based on the fair value of the
share-based payment compensation, which is recognised over the
expected vesting period.
The fair value of the share-based compensation was
estimated on the dates of grant using the Black-Scholes option
pricing model with the following weighted average assumptions:
|
Year
ended
31
December 2023
|
Year
ended
31
December 2022
|
Risk-free interest rate
|
3.01% -
3.93%
|
0.33%
-1.31%
|
Expected volatility
(1)
|
39% -
56%
|
33% -
36%
|
Expected life (years)
|
3.85-5.01
|
1.7 -
3.9
|
Fair value per performance
right
|
$1.03 -
$2.23
|
$1.50 -
$1.79
|
(1) Expected volatility
is derived from the Company's historical share price
volatility.
All options and performance rights have both market and non-market
vesting conditions with the exception of those issued to
Non-Executive Directors in prior periods. Non-market vesting
conditions include Group and individual performance targets such as
permitting milestones, exploration drilling rates or completion of
business improvement projects. Details of the vesting condition
relating to options and performance rights issued to executive
Directors are included in the Remuneration & Nomination
Committee Report.
G Per share amounts
|
Year
ended
31 December 2023
|
Year
ended
31 December 2022
|
Loss for the year attributable to
owners of the parent equity (In USD)
|
28,932,859
|
47,142,818
|
Weighted average number of common
shares for the purposes of basic loss per share
|
282,504,794
|
267,970,085
|
Weighted average number of common
shares for the purposes of diluted loss per share
|
282,504,794
|
267,970,085
|
Basic loss per share
(cents)
|
(10.24)
|
(17.59)
|
Diluted loss per share
(cents)
|
(10.24)
|
(17.59)
|
As at 31 December 2023, there are 2,792,478 potentially dilutive
share options (31 December 2022: 14,201,426 potentially dilutive
share options) which were not included in the calculation of
diluted earnings per share as their conversion to ordinary shares
would have decreased the loss per share.
H Foreign currency translation reserve
(In USD)
|
Foreign
Currency Translation Reserve
|
31 December 2021
|
1,073,214
|
Other comprehensive
income
|
187,119
|
31 December 2022
|
1,260,333
|
Other comprehensive
income
|
50,372
|
31 December 2023
|
1,310,705
|
I Cash flow from financing activities
In the year to 31 December 2023, net cash flow
proceeds from the issue of ordinary shares in the year were
$32,767,588 (31 December 2022: $747,379). Transaction costs arising
from equity financing activities totaled $2,111,505 (31 December
2022: $86,199), as set out in note 13B.
14. Taxation
A Current taxation
The tax credit/(charge) for the year comprises:
(In USD)
|
Year
ended
31 December 2023
|
Year
ended
31 December 2022
|
Current tax expense
|
-
|
-
|
Prior year tax expense
|
-
|
-
|
Overseas tax
|
-
|
-
|
Deferred tax expense
|
-
|
-
|
Adjustments to deferred tax
liability
|
-
|
-
|
Total tax credit/(charge)
|
-
|
-
|
The table below reconciles the tax credit/(charge) on the Group's
loss for the year with the standard rate of corporation tax in the
United Kingdom:
(In USD)
|
Year
ended
31 December 2023
|
Year
ended
31 December 2022
|
Loss before tax
|
28,932,859
|
47,142,818
|
Tax credit on loss at standard UK
rate of 23.52% (2022 - 19%)
|
6,805,008
|
8,957,135
|
Effects of:
|
|
|
Expenses not deductible for tax
purposes
|
(1,463,970)
|
(4,405,522)
|
Income not taxable
|
58,545
|
|
Effects of overseas tax
rates
|
(1,889,159)
|
(525,663)
|
Unrecognised taxable losses and
timing differences
|
(3,510,424)
|
(4,025,950)
|
Total income taxes
|
-
|
-
|
B Deferred tax
Deferred tax assets on certain corporation tax
losses and other short-term temporary differences totaling $75.6m
(31 December 2022: $56.1m) have not been recognised because of
uncertainty regarding recoverability against future taxable
profits. These assets will be recognised if utilization of
the losses and other temporary differences becomes probable.
(In USD)
|
31
December 2023
|
31
December 2022
|
UK
|
44,923,652
|
37,864,738
|
Bosnia and Herzegovina
|
17,094,404
|
6,808,636
|
Serbia
|
13,582,218
|
11,377,330
|
|
75,600,274
|
56,050,704
|
15. Exploration activities
expensed
(In USD)
|
Year
ended
31 December 2023
|
Year
ended
31 December 2022
|
Exploration activities
expensed
|
2,090,498
|
1,361,548
|
Exploration activities expensed
during the year represent costs incurred at the Raska Project, for
which a JORC-compliant resource has not yet been
established.
16. General and
administrative expenses
(In USD)
|
Note
|
Year
ended
31 December 2023
|
Year
ended
31 December 2022
|
Wages and salaries
|
|
6,459,385
|
4,446,812
|
Consultancy fees
|
|
1,128,926
|
1,009,655
|
Cash remuneration in respect of qualifying
services
|
|
7,588,311
|
5,456,467
|
Professional fees
|
|
2,810,932
|
892,886
|
Amortisation
|
10
|
390,192
|
1,059,717
|
Depreciation
|
7
|
475,950
|
232,206
|
Audit fee
|
|
330,069
|
194,600
|
Non audit services
|
|
38,900
|
45,980
|
Marketing
|
|
557,497
|
777,612
|
Stock exchange fees
|
|
172,652
|
188,862
|
Property Costs
|
|
1,714,045
|
412,292
|
IT expense
|
|
609,299
|
218,407
|
Insurance
|
|
339,967
|
225,556
|
Transportation costs
|
|
1,312,956
|
324,626
|
Other costs
|
|
889,157
|
610,573
|
|
|
17,229,927
|
10,639,784
|
17. Finance income and
expense
(In USD)
|
Note
|
Year
ended
31 December 2023
|
Year
ended
31 December 2022
|
Interest income
|
|
1,567,464
|
334,497
|
Foreign exchange gain
|
|
208,826
|
-
|
Interest capitalised within
property, plant and equipment
|
7
|
(827,515)
|
-
|
Finance income
|
|
948,775
|
334,497
|
Interest income of $827,515 above and accrued
interest expense of $12,999,260 on the Orion Senior Debt Finance
Package has been capitalised within additions to the mine under
construction asset, a net capitalised amount of $12,171,745, as
shown in note 7.
Interest income relates to interest earned on cash
holdings.
(In USD)
|
Note
|
Year
ended
31 December 2023
|
Year
ended
31 December 2022
|
Interest expense
|
6
|
1,718,284
|
1,890,937
|
Interest expense on lease
liabilities
|
10
|
1,103,318
|
589,377
|
Amortisation of day one fair value
gain on Copper Stream
|
5
|
91,966
|
-
|
Fair value Copper Stream liability
revaluation
|
6
|
2,548,423
|
-
|
Foreign exchange loss
|
|
-
|
4,592,379
|
Finance expense
|
|
5,461,991
|
7,072,693
|
$1,718,284 of interest expense above, as shown in
note 6, relates to the QRC convertible bond. See note 6 d) for
further details.
18. Segmental
information
The segmental analysis of the Group's loss after tax
and movement in non-current assets is as follows:
|
Year
ended 31 December 2023
|
Year
ended 31 December 2022
|
(In USD)
|
Bosnia
|
Serbia
|
Corporate
|
Total
|
Bosnia
|
Serbia
|
Corporate
|
Total
|
Exploration costs
|
-
|
(2,090,498)
|
-
|
(2,090,498)
|
(775)
|
(1,360,773)
|
-
|
(1,361,548)
|
General and administrative
expenses
|
(9,311,012)
|
(2,058,972)
|
(5,859,942)
|
(17,229,927)
|
(3,444,901)
|
(1,203,301)
|
(5,991,582)
|
(10,639,784)
|
Share-based payment
expense
|
-
|
-
|
(1,561,020)
|
(1,561,020)
|
-
|
-
|
(1,295,293)
|
(1,295,293)
|
Exploration and evaluation
impairment
|
-
|
-
|
-
|
-
|
|
|
(23,186,959)
|
(23,186,959)
|
Other income
|
-
|
-
|
2,442
|
2,442
|
-
|
|
9,024
|
9,024
|
|
|
|
|
|
|
|
|
|
Operating Loss
|
(9,311,012)
|
(4,149,470)
|
(7,418,520)
|
(20,879,003)
|
(3,445,676)
|
(2,564,074)
|
(30,464,810)
|
(36,474,560)
|
|
|
|
|
|
|
|
|
|
Finance income
|
-
|
-
|
948,775
|
948,775
|
-
|
-
|
334,497
|
334,497
|
Finance expense
|
(1,055,737)
|
(28,394)
|
(4,377,860)
|
(5,461,991)
|
(735,100)
|
(64,253)
|
(6,273,340)
|
(7,072,693)
|
Revaluation of derivative
liability
|
-
|
-
|
(3,540,640)
|
(3,540,640)
|
-
|
-
|
(4,081,401)
|
(4,081,401)
|
Revaluation of deferred
consideration
|
-
|
-
|
-
|
-
|
-
|
-
|
151,339
|
151,339
|
|
|
|
|
|
|
|
|
|
Loss before taxation
|
(10,366,749)
|
(4,177,864)
|
(14,388,245)
|
(28,932,859)
|
(4,180,776)
|
(2,628,327)
|
(40,333,715)
|
(47,142,818)
|
Tax charge
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Loss for the year
|
(10,366,749)
|
(4,177,864)
|
(14,388,245)
|
(28,932,859)
|
(4,180,776)
|
(2,628,327)
|
(40,333,715)
|
(47,142,818)
|
|
Year
Ended 31 December 2023
|
Year
Ended 31 December 2022
|
(In USD)
|
Bosnia
|
Serbia
|
Corporate
|
Total
|
Bosnia
|
Serbia
|
Corporate
|
Total
|
Purchase of mining under
construction assets
|
108,637,946
|
-
|
-
|
108,637,946
|
37,390,342
|
-
|
-
|
37,390,342
|
19. Other income
(In USD)
|
Year
ended
31 December 2023
|
Year
ended
31 December 2022
|
Recharge of corporate office
facilities and services
|
2,442
|
9,024
|
|
2,442
|
9,024
|
Recharge of corporate office facilities and services relates to
shared facilities of the Company's registered UK office address.
See related party disclosures for further details.
20. Related party
disclosures
A Related party transactions
The Group's related parties include key management
personnel, companies which have directors in common and their
subsidiaries and any entities over which the Company may exert
significant influence. The Company has identified the following
related parties:
- Swellcap Limited, an entity controlled by Paul
Cronin;
- Black Dragon Gold Corp, an entity of which Paul
Cronin is the Non Executive Chairman and substantial
shareholder;
- Legal Solutions d.o.o., an entity of which Sanela
Karic is Chief Executive Officer and substantial shareholder;
- OMF Fund III (F) Ltd an entity controlled by Orion
Resource Partners (UK) LLP, a major shareholder in Adriatic Metals
PLC and provider of the Senior Secured Debt to Adriatic Metals
Trading and Finance Ltd.;
- Ventura Trustees Limited provides administration
and accountancy services to Adriatic Metals Trading and Finance
Ltd. Darren English and Stuart Hodgson are directors, and Paulina
Harvey is an employee, of Ventura Trustees Limited, in which
capacity they are also directors of subsidiary Adriatic Metals
Trading and Finance Ltd.,
- Baccata Secretaries Limited provides company
secretarial services to Adriatic Metals Trading and Finance Ltd.
Darren English and Stuart Hodgson are directors of Baccata
Secretaries Limited, in which capacity Darren English is a
director, and Stuart Hodgson was a director until his resignation
during the year, of Adriatic Metals Trading and Finance Ltd.;
and
- The Adriatic Foundation is a not-for-profit trust
which was created in Bosnia and Herzegovina with the objective of
supporting the communities around the Vareš Project. Adriatic
Metals PLC provided the initial funding required for the formation
of the Foundation. The Company has the ability to appoint the Board
of Trustees of the Foundation and the Foundation has therefore been
classified as a related party on the basis that the Company is in a
position to yield significant influence over it.
Transactions and balances with these related parties
were as follows:
(In USD)
|
Year
ended
31 December 2023
|
Year
ended
31 December 2022
|
|
Related Party
|
(Paid
to)/received from the related party
|
Balance
(owed to)/due from the related party
|
(Paid
to)/received from the related party
|
Balance
(owed to)/due from the related party
|
Nature of transactions
|
Black Dragon Gold Corp
|
2,442
|
-
|
8,973
|
1,543
|
Corporate office facilities and
services
|
Black Dragon Gold Corp
|
-
|
-
|
(6,276)
|
-
|
Travel Expenses
|
Legal Solutions d.o.o
|
(193,468)
|
(25,610)
|
(14,381)
|
(2,875)
|
Legal Services
|
OMF Fund III (F) Ltd
|
60,000,000
|
(100,591,470)
|
30,000,000
|
(30,030,806)
|
Senior Secured Debt
|
OMF Fund III (F) Ltd
|
22,500,000
|
|
-
|
-
|
Copper Stream
|
Ventura Trustees
Limited
|
(16,930)
|
-
|
(10,242)
|
(15,813)
|
Administration and accountancy
services
|
Baccata Secretaries
Limited
|
(34,104)
|
(3,400)
|
396
|
(1,513)
|
Company secretarial
services
|
Adriatic Foundation
|
-
|
-
|
-
|
-
|
|
The Company announced on 9 June 2021 its intention
to donate 0.25% of the future profits from its operations in Bosnia
and Herzegovina to the Foundation.
Transactions with key management personnel are
disclosed in note 20b below.
B Key management personnel compensation
Compensation for key management personnel is shown
in the table below. Key management personnel are those persons
having authority and responsibility for planning, directing and
controlling the activities of the Group. Key management personnel
are considered to be the Non-Executive Directors and the Managing
Director and Chief Executive Officer in the year ended 31 December
2023. The year ended 31 December 2022 key management personnel also
included the previous Chief Financial Officer up until
departure.
(In USD)
|
Year
ended
31 December 2023
|
Year
ended
31 December 2022
|
Board fees
|
441,662
|
385,455
|
Consultancy fees
|
444,737
|
465,257
|
Short term incentive plan
bonus
|
329,904
|
272,597
|
Other
|
-
|
117,561
|
Cash remuneration in respect of qualifying
services
|
1,216,303
|
1,240,870
|
Share-based payments
expense
|
290,244
|
-
|
Social security costs
|
28,687
|
29,512
|
|
1,535,234
|
1,270,382
|
Share-based payments expense is stated at fair value at the time of
grant using the Black-Scholes option pricing model. Further details
are available in note 13F of the accounts.
Consultancy fees above include amounts paid to
related party companies controlled by key management personnel.
The balances owed at 31 December 2023 in respect of
STIP bonuses was $329,738 to the Managing Director and Chief
Executive Officer (prior year $279,887). There were no other
balances outstanding with related parties at 31 December 2023 (31
December 2022: $nil)
21. Directors and
employees
Employees of the Group are all employees including
Directors, key management personnel and personnel in management
positions engaged under management services contracts. The table
below shows total costs for all employees, including costs
capitalised during the year.
(In USD)
|
Year
ended
31 December 2023
|
Year
ended
31 December 2022
|
Wages and salaries
|
8,219,438
|
4,775,218
|
Consultancy fees
|
4,483,680
|
2,373,539
|
Cash remuneration in respect of qualifying
services
|
12,703,118
|
7,148,757
|
Social security costs
|
4,758,788
|
2,365,912
|
Defined contribution pension
cost
|
13,598
|
12,172
|
Share-based payments
expense
|
1,561,020
|
1,295,293
|
Total
|
19,036,524
|
10,822,134
|
Average number of
employees
|
296
|
158
|
Share-based payments expense is stated at fair value
at the time of grant using the Black-Scholes option pricing model.
Further details are available in note 13F of the accounts.
The average number of employees during the year
increased to 296 in the year (31 December 2022 - 158
employees). This is due to the progression of the Vareš
Project.
|
Serbia
|
Bosnia
|
UK
|
Exploration
|
23
|
39
|
-
|
Mining
|
-
|
156
|
-
|
Administration
|
8
|
60
|
10
|
Total
|
31
|
255
|
10
|
Directors' remuneration is set out below:
(In USD)
|
Year
ended
31 December 2023
|
Year
ended
31 December 2022
|
Board fees
|
441,662
|
385,455
|
Consultancy fees
|
444,737
|
380,542
|
Accrued cash bonus
|
329,904
|
272,597
|
Benefits
|
60,503
|
-
|
Cash remuneration in respect of qualifying
services
|
1,276,806
|
1,038,594
|
Average number of
Directors
|
6
|
6
|
There were no directors' share awards that vested in
the year (31 December 2022: nil).
The highest paid Director in the year ended 31
December 2023 received cash remuneration, excluding notional gains
on share options or performance rights, of $866,590 (31 December
2022: $601,303).
22. Rehabilitation
provision
Based on construction activity on the Vareš Project
during the year, the Group has recognised a provision for the
discounted future costs of closure, restoration and environmental
obligations of $3,673,787 (31 December 2022: $4,431,212). The main
reason for the reduction in the provision is due to the increase in
the mine life resulting in heavier discounting of future
cashflows.
(In USD)
|
Note
|
31
December 2023
|
31
December 2022
|
At 1 January
|
|
4,431,212
|
-
|
Recognition of rehabilitation
provision
|
|
-
|
4,431,212
|
Impact of life of mine
extension
|
7
|
(757,425)
|
-
|
At
31 December
|
|
3,673,787
|
4,431,212
|
The provision represents the net present value of
the Company's best estimate of the Vareš mine's future closure,
restoration and environmental obligations, based on the extent of
land and other disturbance at period end caused by construction and
other activities.
The Vareš mine is not yet operational, and the
estimated mine life has increased from ten to eighteen years
to 2041. Expenditure for rehabilitation will therefore occur more
than 5 years after the balance date.
The present value of the above provision is measured
by unwinding the discount on expected future cash flows over the
period up to closure, using a discount factor of 4.2% that reflects
the risk-free rate of interest. The yield of US Treasury bonds with
a maturity profile commensurate with the anticipated rehabilitation
schedule has been used to determine the discount factor applied to
anticipated future rehabilitation costs.
The sensitivity of the provision to a 1% change in
the discount factor is shown below:
· a decrease from 4.2%
to 3.2% would increase the provision by $0.7m with a corresponding
increase in Property, plant and equipment; and
· an increase from 4.2%
to 5.2% would decrease the provision by $0.6m with a corresponding
decrease in Property, plant and equipment.
Future climate change risks could impact the
rehabilitation provision both in terms of the nature of
decommissioning and rehabilitation required, as well as the cost of
these activities given its long-term nature. Climate change risks
and mitigations have been considered in the TCFD Climate Disclosure
within the Directors report, based on scenario analysis of
potential future transition and physical risks. Specific
detailed analysis of the potential impacts of climate risks will be
carried out in future periods, which could result in adjustments to
the provision.
23. Commitments and
contingencies
At 31 December 2023, the Group had entered into a
number of supply and works contracts as part of the development of
the Vareš Project. The expected payments in relation to these
contracts which were not required to be recognised as liabilities
at 31 December 2023 amounted to approximately $11m. Of this
total, approximately $6m relates to contracts that the Group is
able to terminate at any point in time. The amount payable
following termination would be less than this total, with the
precise amount depending on the timing of termination in each
case. In addition, of the same total of approximately $11m,
all relate to contracts that can be suspended by the Company, with
the Company paying only direct costs that are reasonably incurred
and directly related to any such suspension for the time the supply
of the goods is suspended.
At 31 December 2023, the Group has also entered into
a five-year mining services contract with Nova Mining &
Construction d.o.o. The Group is able to terminate the contract for
convenience at any point in time. Amounts payable following such
termination would include demobilisation and similar costs, as well
as a compensation payment of up to $5m, depending on the timing of
termination. As this amount reduces on a straight line basis over
the life of the contract, the termination for convenience amount at
31 December 2023 would be $3.4m. In addition, the Group has
committed to purchase the mining equipment provided by Nova Mining
& Construction d.o.o., in order to ensure continuity of
operations.
24. Net cash and
borrowings
An analysis of net cash and borrowings, including
lease liabilities, and movements in each year is shown
below.
(In USD)
|
Note
|
31
December 2023
|
31
December 2022
|
|
Cash and cash
equivalents
|
|
44,856,215
|
60,585,277
|
|
Borrowings
|
6
|
(140,800,564)
|
(42,498,052)
|
|
Lease liabilities
|
10
|
(8,136,567)
|
(8,186,741)
|
|
|
|
(104,080,916)
|
9,900,484
|
|
|
Borrowings
|
Lease liabilities
|
Cash and cash
equivalents
|
Total
|
Net
cash/(borrowings) at 1 January 2022
|
(16,071,066)
|
(767,098)
|
112,506,468
|
95,668,304
|
Net cash used in operating activities
|
-
|
-
|
(11,233,068)
|
(11,233,068)
|
Net cash used in investing activities
|
-
|
-
|
(58,664,242)
|
(58,664,242)
|
Net proceeds from loans and
borrowings
|
(26,176,885)
|
-
|
26,176,885
|
-
|
Lease additions
|
-
|
(9,360,066)
|
-
|
(9,360,066)
|
Foreign exchange movements
|
-
|
67,082
|
(4,433,976)
|
(4,366,894)
|
Changes in fair value due to
modifications
|
(214,605)
|
(16,850)
|
-
|
(231,455)
|
Interest expense
|
(1,735,496)
|
(589,377)
|
-
|
(2,324,873)
|
Net interest payments
|
1,700,000
|
589,377
|
(2,011,994)
|
277,383
|
Capital payments on leases
|
-
|
1,890,191
|
(1,890,191)
|
-
|
Settlement of deferred consideration
|
-
|
-
|
(525,785)
|
(525,785)
|
Net cash arising from issue of equity
|
-
|
-
|
661,180
|
661,180
|
Net
cash/(borrowings) at 31 December 2022
|
(42,498,052)
|
(8,186,741)
|
60,585,277
|
9,900,484
|
Net cash used in operating activities
|
-
|
-
|
(22,886,414)
|
(22,886,414)
|
Net cash used in investing activities
|
-
|
-
|
(99,485,435)
|
(99,485,435)
|
Net proceeds from loans and
borrowings
|
(81,060,421)
|
-
|
81,060,421
|
-
|
Lease additions
|
-
|
(1,581,470)
|
-
|
(1,581,470)
|
Foreign exchange movements
|
-
|
(87,647)
|
(356,108)
|
(443,755)
|
Changes in fair value
|
(4,419,547)
|
-
|
-
|
(4,419,547)
|
Interest expense
|
(14,717,544)
|
(1,103,318)
|
-
|
(15,820,862)
|
Net interest payments
|
1,895,000
|
844,592
|
(2,739,592)
|
-
|
Capital payments on leases
|
-
|
1,978,017
|
(1,978,017)
|
-
|
Net cash arising from issue of equity
|
-
|
-
|
30,656,083
|
30,656,083
|
Net
cash/(borrowings) at 31 December 2023
|
(140,800,564)
|
(8,136,567)
|
44,856,215
|
(104,080,916)
|
|
|
|
|
|
|
| |
25. Subsequent events
On 24 January 2024, the Company announced that the
fourth and final Senior Secured Debt tranche of $30m had been drawn
down under the Orion Senior Secured Debt Facility, and that the
first quarterly debt repayment to Orion had been rescheduled from
30 June 2024 to 31 December 2024, with quarterly repayments
thereafter.
On 27 February 2024, the Vareš
Project in Bosnia and Herzegovina produced its first
concentrate. The Vareš Processing Plant
will continue ramping up with campaign
processing, via the down blending of high-grade stockpiled ore with
lower grade stockpiles. The campaign processing is intended to
facilitate plant performance optimisation. The Project will continue to ramp up to
consistent production to nameplate processing capacity of
approximately 65,000t per month by Q4 2024.
On 4 March 2024, the Company
allotted 10,981,770 new ordinary shares
of £0.013355 each in connection with the conversion
by Queens Road Capital Investment Ltd of unsecured convertible
bonds in the principal amount of $20m at a conversion
price of A$2.7976 ($1.8212 or £1.4394) per share. The
shares rank pari passu with the Company's existing ordinary
shares.
Parent Company Statement of Financial Position
AT 31 DECEMBER 2023
(In USD)
|
Note
|
31
December 2023
|
31
December 2022
|
ASSETS
|
|
|
|
Current assets
|
|
|
|
Cash and cash
equivalents
|
|
29,676,016
|
27,143,743
|
Receivables and
prepayments
|
f
|
33,158,466
|
22,674,681
|
Total current assets
|
|
62,834,482
|
49,818,424
|
Non-current assets
|
Investment in
subsidiaries
|
i
|
34,929,119
|
34,929,119
|
Receivables and
prepayments
|
f
|
67,652,967
|
57,733,284
|
Property, plant and
equipment
|
g
|
28,576
|
35,406
|
Right-of-use asset
|
m
|
215,963
|
249,697
|
Total non-current assets
|
|
102,826,625
|
92,947,506
|
Total assets
|
|
165,661,107
|
142,765,930
|
LIABILITIES AND EQUITY
|
|
|
|
Current liabilities
|
|
|
|
Accounts payable and accrued
liabilities
|
h
|
1,676,757
|
1,171,031
|
Lease liabilities
|
n
|
49,239
|
48,889
|
Borrowings
|
o
|
16,108,967
|
-
|
Derivative liability
|
o
|
9,909,859
|
|
Total current liabilities
|
|
27,744,822
|
1,219,920
|
Non-current liabilities
|
Accounts payable and accrued
liabilities
|
h
|
-
|
5,240
|
Lease liabilities
|
n
|
206,667
|
238,535
|
Borrowings
|
o
|
-
|
16,285,683
|
Derivative liability
|
o
|
-
|
6,369,219
|
Total non-current liabilities
|
|
206,667
|
22,898,677
|
Total liabilities
|
|
27,951,489
|
24,118,597
|
Equity
|
Share capital
|
|
5,712,782
|
5,376,349
|
Share premium
|
|
174,145,606
|
143,829,631
|
Merger reserve
|
|
23,497,730
|
23,497,730
|
Warrants reserve
|
|
2,743,303
|
2,743,303
|
Foreign currency translation
reserve
|
|
2,513,538
|
2,513,538
|
Share-based payment
reserve
|
|
3,591,220
|
4,943,436
|
Retained deficit
|
|
(74,494,561)
|
(64,256,654)
|
Total equity
|
|
137,709,618
|
118,647,333
|
Total liabilities and equity
|
|
165,661,107
|
142,765,930
|
The Company's loss after tax for the year ended 31 December 2023
was $12,575,142 (year ended 31 December 2022: $48,630,562).
The Parent Company Financial Statements of Adriatic
Metals PLC, registered number 10599833, were approved and
authorised for issue by the Board of Directors on 28 March 2024 and
were signed on its behalf by:
Paul Cronin
Managing Director and Chief Executive
Officer
|
Mike Norris
Chief Financial Officer
|
Parent Company Statement of Changes in Equity
FOR THE YEAR ENDED 31 DECEMBER 2023
(In USD)
|
Note
|
Share
capital
|
Share
premium
|
Merger
reserve
|
Share-based
payment
reserve
|
Warrants
Reserve
|
Foreign
Currency Translation Reserve
|
(Restated*) Retained earnings
|
Total
equity
|
31 December 2021
|
|
5,279,546
|
143,259,675
|
23,019,164
|
5,778,882
|
2,743,303
|
2,513,416
|
(17,756,831)
|
164,837,155
|
Comprehensive expense for the
year
|
Loss for the year
|
e
|
-
|
-
|
-
|
-
|
-
|
122
|
(48,630,562)
|
(48,630,440)
|
Total comprehensive expense
|
-
|
-
|
-
|
-
|
-
|
122
|
(48,630,562)
|
(48,630,440)
|
Share issue costs
|
j
|
-
|
(86,199)
|
-
|
-
|
-
|
-
|
-
|
(86,199)
|
Exercise of options
|
j
|
91,224
|
656,155
|
-
|
(2,130,739)
|
-
|
-
|
2,130,739
|
747,379
|
Issue of options
|
j
|
-
|
-
|
-
|
873,155
|
-
|
-
|
-
|
873,155
|
2022 STIP awards
|
j
|
-
|
-
|
-
|
576,000
|
-
|
-
|
-
|
576,000
|
Expiry/cancellation of
options/warrants
|
j
|
-
|
-
|
-
|
(153,862)
|
-
|
-
|
-
|
(153,862)
|
Acquisition of
subsidiary
|
|
5,579
|
-
|
478,566
|
-
|
-
|
-
|
-
|
484,145
|
31 December 2022
|
|
5,376,349
|
143,829,631
|
23,497,730
|
4,943,436
|
2,743,303
|
2,513,538
|
(64,256,654)
|
118,647,333
|
Comprehensive expense for the
year
|
Loss for the year
|
e
|
-
|
-
|
-
|
-
|
-
|
-
|
(12,575,142)
|
(12,575,142)
|
Total comprehensive expense
|
-
|
-
|
-
|
-
|
-
|
-
|
(12,575,142)
|
(12,575,142)
|
Issue of share capital
|
j
|
251,055
|
31,427,918
|
-
|
|
|
-
|
-
|
31,678,973
|
Share issue costs
|
j
|
-
|
(2,111,505)
|
-
|
-
|
-
|
-
|
-
|
(2,111,505)
|
Exercise of options
|
j
|
81,196
|
469,929
|
-
|
(2,337,235)
|
-
|
-
|
2,337,235
|
551,125
|
Issue of options
|
j
|
-
|
-
|
-
|
1,644,777
|
-
|
-
|
-
|
1,644,777
|
2022 STIP awards
|
j
|
4,182
|
529,633
|
-
|
(576,000)
|
-
|
-
|
-
|
(42,185)
|
Expiry/cancellation of
options/warrants
|
j
|
-
|
-
|
-
|
(83,758)
|
-
|
-
|
-
|
(83,758)
|
31 December 2023
|
|
5,712,782
|
174,145,606
|
23,497,730
|
3,591,220
|
2,743,303
|
2,513,538
|
(74,494,561)
|
137,709,618
|
See note b to the Parent Company Financial
Statements for details of the restatement of the prior year
comparatives.
Notes to the Parent Company Financial Statements
a. Corporate
information
These Financial Statements represent the individual
financial statements of Adriatic Metals PLC (the "Parent Company"),
the parent company of the Adriatic Metals Group for the year ended
31 December 2023.
The Parent Company is a public company limited by
shares and incorporated in England and Wales. The registered office
is located at Ground Floor, Regent House, 65 Rodney Road,
Cheltenham, GL50 1HX.
b. Basis of
preparation
I) Statement of
compliance
In preparing these financial statements, the Company applies
Financial Reporting Standards 101, 'Reduced Disclosure Framework'
(FRS 101 'Reduced Disclosure Framework'), and applicable law.
In these financial statements, the Company has
applied the exemptions available under FRS 101 in respect of the
following disclosures:
· Cash Flow Statement
and related notes;
· Disclosures in respect
of transactions with wholly owned Group companies;
· Comparative year
reconciliations for share capital, and intangible assets;
· Disclosures in respect
of capital management;
· The effects of new but
not yet effective IFRSs; a statement of compliance with FRS 101 is
provided instead.
· Disclosures in respect
of the compensation of Key Management Personnel.
As the consolidated financial statements of the
ultimate parent undertaking include the equivalent disclosures, the
Company has also taken the exemptions under FRS 101 available in
respect of the following disclosures:
· Certain disclosures
required by IFRS 13 Fair Value Measurement and the disclosures
required by IFRS 7 Financial Instrument Disclosures
The Parent Company Financial Statements were
authorised for issue by the Board of Directors on 28 March
2024.
II) Basis of preparation
These Financial Statements have been prepared on a
historical cost basis, except for certain financial instruments
that have been measured at fair value.
These Parent Company Financial Statements are
presented in USD. Unless otherwise stated, all amounts indicated by
"$" represent USD.
III) Going concern
Refer to accounting policies in note 2C to the notes
to the consolidated financial statements.
c. Accounting
policies
In addition to the accounting policies in note 3 of
the Group consolidated financial statements, the following
accounting policies are relevant only to the Parent Company
Financial Statements.
I) Investments in subsidiaries
Unlisted investments are carried at cost, being the
purchase price, less provisions for impairment. Additional
consideration paid when subscribing for new shares, is made via
capital contributions and recorded as additions to investments in
subsidiaries.
II) Intercompany loans
All intercompany borrowings and loans are initially
recognised at the fair value of consideration received or paid
after deduction of issue costs and are subsequently measured at
amortised cost.
III) Impairment
The Company recognises an allowance for expected
credit losses ("ECL") for all receivables held at amortised cost
where there is objective evidence that the receivable is
irrecoverable. ECL are based on the difference between the
contractual cash flows due in accordance with the contract and all
the cash flows that the Company expects to receive.
d. Critical
accounting estimates and judgements
The preparation of the Parent Company's Financial
Statements requires management to make certain judgements,
estimates, and assumptions about recognition and measurement of
assets, liabilities, income and expenses. The actual results are
likely to differ from these estimates. In addition to the critical
accounting estimates and judgements in note 4 to the consolidated
financial statements, the following information about the material
judgements, estimates, and assumptions that have the most
significant effect on the recognition and measurement of assets,
liabilities, income and expenses that are relevant only to the
Parent Company Financial Statements are discussed below.
I) Value of investments in
subsidiaries
The Parent Company's investments in subsidiaries,
which are made via capital contributions or arise upon acquisition,
are reviewed for impairment if events or changes indicate that the
carrying amount may not be recoverable. When a review for
impairment is conducted, the recoverable amount is assessed by
reference to the net present value of expected future cash flows of
the relevant generating unit or disposal value if higher.
As set out in note i, following a reorganisation of
the entities holding exploration tenements in Serbia, as a result
of which all four licences were transferred to Ras Metals d.o.o.,
Adriatic Metals Jersey Limited was no longer the owner of any
tenements with licences at 31 December 2022. This was identified as
an impairment indicator in relation to the Parent Company's
investment in Adriatic Metals Jersey Limited, as it cast doubt on
Adriatic Metals Jersey Limited's fair value. A judgement was made
to recognise a full impairment of $3,973,286 against the investment
balance.
As also set out in note i, impairment indicators
were identified in the year ended 31 December 2022 in relation to
the Raska Project and judgement was made to recognise an impairment
of $22,177,477 against the carrying amount of the investment in Ras
Metals d.o.o., holder of the Raska Project tenements, resulting in
a carrying amount of $8,500,000 at 31 December 2022. The carrying
amount has been determined by a benchmarking exercise using
industry standard valuation measures. No further indicators of
impairment have been noted at 31 December 2023.
II) Intercompany loans
As set out in note f, judgement has been made to
establish a provision of $11,932,591 (31 December 2022: $7,489,859)
against foreign exchange adjusted receivables on the basis that the
Raska Project impairment cast doubt on the subsidiaries' ability to
repay the balances outstanding in the future.
e. Loss for the
year
The Parent Company has taken advantage of the
exemption under section 408 (3) of the Companies Act 2006 and thus
has not presented its statement of comprehensive income in these
Parent Company Financial Statements. The Parent Company's loss
after tax for the year ended 31 December 2023 is $12,575,142 (year
ended 31 December 2022: $48,630,562).
f. Receivables and
prepayments
Receivables contain amounts receivable for VAT,
prepaid expenses and deposits paid. All receivables are held at
cost less any provision for impairment.
The Raska Project impairment set out in note d cast
doubt over the ability of the subsidiaries to repay intercompany
balances owed to the Parent Company and a provision of $11,932,591
at 31 December 2023 (prior year: $7,489,859) was recognised,
representing 100% of the balance of the receivables relating to the
Raska Project reducing the non current amounts receivable from
subsidiaries from $79,585,558 to a net receivable $67,652,967
(31 December 2022: from $65,223,143 to net receivable
$57,733,284).
All current receivables due within one year as
follows:
(In USD)
|
31
December 2023
|
31
December 2022
|
Accrued interest income
|
59,321
|
57,114
|
Prepayments and
deposits
|
215,179
|
202,118
|
Taxes recoverable
|
94,574
|
74,184
|
Amounts receivable from
subsidiaries
|
32,789,392
|
22,309,041
|
Other receivables
|
-
|
32,224
|
|
33,158,466
|
22,674,681
|
All non-current receivables due more than one year as
follows:
(In GBP)
|
31
December 2023
|
31
December 2022
|
Amounts receivable from
subsidiaries
|
67,652,967
|
57,733,284
|
|
67,652,967
|
57,733,284
|
g. Property, plant
and equipment
(In USD)
Cost
|
Land and
Buildings
|
Plant
and Machinery
|
Total
|
31
December 2021
|
23,570
|
79,800
|
103,370
|
Additions
|
-
|
10,110
|
10,110
|
Foreign exchange
difference
|
-
|
2,546
|
2,546
|
31
December 2022
|
23,570
|
92,456
|
116,026
|
Additions
|
-
|
1,612
|
1,612
|
31 December 2023
|
23,570
|
94,068
|
117,638
|
Depreciation
|
31
December 2021
|
4,857
|
52,011
|
56,868
|
Charge for the year
|
2,356
|
21,396
|
23,752
|
31
December 2022
|
7,213
|
73,407
|
80,620
|
Charge for the year
|
2,358
|
6,084
|
8,442
|
31 December 2023
|
9,571
|
79,491
|
89,062
|
Net Book Value
|
31 December 2022
|
16,357
|
19,049
|
35,406
|
31 December 2023
|
13,999
|
14,577
|
28,576
|
h. Accounts payable
and accrued liabilities
The breakdown of current accounts payable and
accrued liabilities is as follows:
(In USD)
|
31
December 2023
|
31
December 2022
|
Trade payables
|
337,525
|
89,199
|
Accrued liabilities
|
1,284,135
|
918,861
|
Other payables
|
55,097
|
70,472
|
Amounts payable to
subsidiaries
|
-
|
92,499
|
|
1,676,757
|
1,171,031
|
The breakdown of non-current accounts payable and
accrued liabilities is as follows:
(In USD)
|
31
December 2023
|
31
December 2022
|
Amounts payable to
subsidiaries
|
-
|
5,240
|
|
-
|
5,240
|
i. Investments
in subsidiaries
The breakdown of the investments in subsidiaries is
as follows:
(In USD)
|
Eastern
Mining d.o.o.
|
Adriatic
Metals Holdings BIH Limited
|
Adriatik
Metali d.o.o.
|
RAS
Metals d.o.o.
|
Adriatic
Metals Jersey Ltd
|
Total
|
31 December 2021
|
-
|
26,426,143
|
2,956
|
30,677,477
|
3,973,286
|
61,079,862
|
Impairment
|
-
|
-
|
-
|
(22,177,477)
|
(3,973,286)
|
(26,150,763)
|
Foreign currency
revaluation
|
-
|
20
|
-
|
-
|
-
|
20
|
31 December 2022 and 31 December 2023
|
-
|
26,426,163
|
2,956
|
8,500,000
|
-
|
34,929,119
|
Following a reorganisation of the
entities holding exploration tenements in Serbia, as a result of
which all four licenses were transferred to Ras Metals d.o.o.,
Adriatic Metals Jersey Limited was no longer the owner of any
tenements with licenses at 31 December 2022. This was identified as
an impairment indicator in relation to the Parent Company's
intercompany receivable from Adriatic Metals Jersey Limited, as it
cast doubt on Adriatic Metals Jersey Limited's ability to repay the
balance in the future. A judgement was made to recognise a full
impairment of $3,973,286 against the receivable balance.
During the year ended 31 December
2022, impairment indicators were noted in relation to the Raska
Project, see note 8 to the Consolidated Finance Statements for
further information. This resulted in an impairment of $22,177,477
against the investment in Ras Metals d.o.o., down to a carrying
amount of $8,500,000 on the basis that the recoverable amount of
the investment value is equal to the fair value less cost of
disposal of the exploration and evaluation asset in line with the
requirements of IAS 36.
No further indicators of impairment or reversal of
previous impairment have been identified in the year to 31 December
2023.
The list of subsidiaries of the
Parent Company is presented in note 3A to the notes to the
consolidated financial statements.
j. Equity
The balances and movements in share capital, share
premium, merger reserve, share-based payment reserve and warrants
reserve are as detailed in note 13 to the Group consolidated
financial statements.
k. Related party
disclosures
The Parent Company's related parties include key
management personnel, companies which have directors in common and
its subsidiaries.
Ownership of subsidiaries is disclosed in note 3A of
the Group consolidated financial statements. Transactions with its
Directors and key management personnel and transactions with
companies which have directors in common during the year have been
disclosed in notes 20 and 21 to the Group consolidated financial
statements.
l. Financial
assets at fair value through profit and loss
The movements in financial assets at fair value
through profit and loss are as detailed in note 11 to the Group
consolidated financial statements. There are no differences
compared with the Parent Company's transactions other than as
stated in note o below.
m. Right-of-use asset
Under IFRS 16, the Parent Company's registered
office has been recognised as a right-of-use asset and the carrying
amounts of right-of-use assets and the movements during the year
are set out below:
(In USD)
|
Land
& buildings
|
31 December 2021
|
283,169
|
Depreciation
|
(33,472)
|
31 December 2022
|
249,697
|
Depreciation
|
(33,734)
|
31 December 2023
|
215,963
|
n. Lease
liabilities
Set out below are the carrying amounts of lease
liabilities and the movements during the year:
(In USD)
|
|
31 December 2021
|
316,224
|
Interest expense
|
21,369
|
Payments
|
(50,169)
|
31 December 2022
|
287,424
|
Interest expense
|
19,187
|
Payments
|
(50,705)
|
31 December 2023
|
255,906
|
Of this amount, $49,239 is recognised as a current
liability (31 December 2022: $48,889) and the remainder $206,667 is
shown within non-current liabilities (31 December 2022:
$238,535).
o. Borrowings and
derivative liability
The movements in the QRC convertible debt and its
embedded derivative liability are as detailed in notes 6 a) to 6 c)
to the Group consolidated financial statements.
The Orion Senior Secured Debt referred to in note 6b to the
consolidated financial statements is held in Jersey based Group
subsidiary, Adriatic Metals Trading and Finance Limited, and is
therefore not included in the Parent Company Financial
Statements.
p. Commitments
Commitments relating to the Parent Company have been
disclosed in note 23 to the Group consolidated financial
statements.
The Parent Company has provided a Letter of Support
to its subsidiaries Adriatic Metals (UK) Ltd and Adriatic Metals
Holdings BIH Limited ("BIH"), confirming that it does not intend to
recall intragroup payables should they not have the financial
capability to settle them. The Parent Company will continue to
support both in meeting its liabilities as they fall due, for a
period of not less than 12 months from the date of signing of these
financial statements.
q. Subsequent
events
Subsequent events relating to the Parent Company
have been disclosed in note 25 to the Group consolidated financial
statements.