TIDMMILA

RNS Number : 8206M

Mila Resources PLC

25 January 2021

Mila Resources Plc / Index: LSE / Epic: MILA / Sector: Natural Resources

25 January 2021

Mila Resources Plc

("Mila" or "the Company")

Final Results

Mila Resources Plc, a London listed natural resources company, is pleased to present its final results for the year ended 30 June 2020.

Statement from the Board

We have pleasure in presenting the financial statements for the year ended 30 June 2020.

The last year while challenging has created exceptional opportunities for investment in the resource sector. We were extremely disappointed that the transaction to acquire 100% of the share capital of E-Tech Metals Ltd was terminated without cause as we had materially advanced the due diligence process and the preparation of a prospectus. We however quickly identified New Generation Metals Limited ("NGM") as an exceptional alternative and have managed to preserve much of the prospectus preparation that we had completed to smoothly change to the proposed new transaction.

New Generation Minerals

NGM is a UK private company, whose principal asset is the Kathleen Valley gold project ("Project") in Western Australia. The Project is located in the prolific Wiluna-Norseman gold belt which hosts several world-class mines owned by a number of premier Australian gold companies including Northern Star and St Barbara. NGM holds other nickel and cobalt assets in Western Australia including a JORC inferred resource of 3.8 Mt Nickel-Cobalt project and one copper-gold project in Argentina.

The Kathleen Valley gold project has been discovered next door and on strike to recent discoveries by ASX listed Bellevue Gold, a company that has made substantial discoveries in the region particularly with the Deacon and Viago extensions of the historic Bellevue mine located 7km south of the Project. In June 2020, Bellevue made a discovery at its Government Well prospect, which is on the western boundary of the NGM Project. Bellevue has grown substantially in the last year, and now has a market capitalisation of over A$1.1 billion.

NGM built its land package by consolidating control of several groups. In May 2019, NGM commenced drilling at the Project and made its first discovery holes. NGM carried out further drilling in September 2020 with peak gold grades of 13.95 g/t. NGM intends to continue to drill intensively and develop the mineral resource at the Project using funds raised from its existing shareholders and from a placing intended to take place at the time of the Proposed Transaction.

The Proposed Transaction remains subject to due diligence, completion of the acquisition and re-listing of the enlarged group on the Official List.

Financial

Funding

The Company is funded through investment from its Shareholders following the Company's successful Standard Listing IPO onto the London Stock Exchange in 2016, raising GBP1.05 million before costs.

Expenditure

During the year, the Company has continued its fiscal discipline with the Company continuing to maintain low overheads. Any monies spent on business development opportunities has only occurred after a particular project has passed our initial technical review.

Current Assets

At 30 June 2020, the Company was owed GBP85,849 (2019: GBPNil) in respect of a secured loan provided to the RTO target E-Tech Metals Limited ('E-Tech') during the year. This loan was fully repaid in November 2020, see note 22 Subsequent Events.

Liquidity, cash and cash equivalents

At 30 June 2020, the Company held GBP186,316 (2019: GBP428,673) of cash and cash equivalents, all of which are denominated in pounds sterling. It should be noted that the outstanding loan due from E-Tech was subsequently repaid after year and as a result does not form part of this balance of "Liquidity, cash and cash equivalents."

Mark Stephenson

Executive Director

25 January 2021

Strategic Report

Understanding our business

The Company was incorporated on 3 June 2015, with the view of pursuing an initial public offering of its securities onto the London Stock Exchange through a Standard Listing to raise the necessary funds required for the execution of the business strategy, which is to acquire a business or asset.

This IPO was completed during 2016, with the Company successfully raising GBP1,050,000 before costs with Admission to the Main Market of the London Stock Exchange in October 2016.

Key performance indicators

Appropriate key performance indicators will be identified in due course as the business strategy is implemented following a successful acquisition. Given the current nature of the Company's business, the Directors are of the opinion that the primary performance indicator is the completion of an acquisition.

Business review

For a review of developments in the year, please see page 4, the "Statement from the board".

Principal risks and uncertainties

The principal risks currently faced by the Company relate to:

Acquiring Less than Controlling Interests

The Company may acquire either less than whole voting control of, or less than a controlling equity interest in, a target, which may limit the Company's operational strategies and reduce its ability to enhance Shareholder value.

Inability to Fund Operations Post-Acquisition

The Company may be unable to fund the operations post acquisition of the target business if it does not obtain additional funding, however, the Company will ensure that appropriate funding measures are taken to ensure minimum commitments are met. The current global pandemic, Covid-19, may make obtaining of sufficient funds more challenging.

The Company's Relationship with the Directors and Conflicts of Interest

The Company is dependent on the Directors to identify potential acquisition opportunities and to execute an acquisition.

The Directors are not obliged to commit their whole time to the Company's business; they will allocate a portion of their time to other businesses which may lead to the potential for conflicts of interest in their determination as to how much time to assign to the Company's affairs.

Suitable Acquisition Opportunities may not be Identified or Completed

The Company's business strategy is dependent on the ability of the Directors to identify sufficient suitable acquisition opportunities. If the Directors do not identify a suitable acquisition target, the Company may not be able to fulfil its objectives. Furthermore, if the Directors do not identify a suitable target, the Company may not acquire it at a suitable price or at all. In addition, if an acquisition identified and subsequently aborted the Company may be left with substantial transaction costs.

Risks Inherent in an Acquisition

Although the Company and the Directors will evaluate the risks inherent in a particular target, they cannot offer any further assistance that all of the significant risk factors can be identified or properly assessed. Furthermore, no assurance can be made that an investment in Ordinary Shares in the Company will ultimately prove to be more favourable to investors then a direct investment, if such an opportunity were available, in a target business.

Reliance on External Advisors

The Directors expect to rely on external advisors to help identify and assess potential acquisitions and there is a risk that suitable advisors cannot be placed under contract or that such advisors that are contracted to fail to perform as required.

Failure to Obtain Additional Financing to Complete an Acquisition or Fund a Target's Operations

There is no guarantee that the Company will be able to obtain any additional financing needed to either complete an acquisition or to implement its plans post acquisition or, if available, to obtain such financing on terms attractive to the Company. In that event, the Company may be compelled to restructure or abandon the acquisition or proceed with the acquisition on less favourable terms, which may reduce the Company's return on the investment. The failure to secure additional financing on acceptable terms could have a material adverse effect on the continued development or growth of the Company and the acquired business. The current global pandemic, Covid-19, may make obtaining of sufficient funds more challenging.

Reliance on Income from the Acquired Activities

Following an acquisition, the Company may be dependent on the income generated by the acquired business or from the subsequent divestment of the acquired business to meet the Company's expenses. If the acquired business is unable to provide the sufficient amounts to the Company, the Company may be unable to pay its expenses or make distributions and dividends on the Ordinary Shares.

Restrictions in Offering Ordinary Shares as a Consideration for an Acquisition or Requirements to Provide Alternative Consideration.

In certain jurisdictions, there may be legal, regulatory or practical restrictions on the Company using its Ordinary Shares as a consideration for an acquisition or which may mean that the Company is required to provide alternative forms of consideration. Such restrictions may limit the Company's acquisition opportunities or make a certain acquisition more costly, which may have an adverse effect on the results of operations of the Company.

For the further commentary on the Company's risk management policies.

Gender analysis

A split of our employees and directors by gender and average number during the year is shown below:

 
             Male   Female 
 Directors      2      nil 
 

Corporate social responsibility

We aim to conduct our business with honesty, integrity and openness, respecting human rights and the interests of our shareholders and employees. We aim to provide timely, regular and reliable information on the business to all our shareholders and conduct our operations to the highest standards.

We strive to create a safe and healthy working environment for the wellbeing of our staff and create a trusting and respectful environment, where all members of staff are encouraged to feel responsible for the reputation and performance of the Company.

We aim to establish a diverse and dynamic workforce with team players who have the experience and knowledge of the business operations and markets in which we operate. Through maintaining good communications, members of staff are encouraged to realise the objectives of the Company and their own potential.

The Board would like to take this opportunity to thank our shareholders, Board and advisors for their support during the year.

Section 172 Statement

Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Directors continue to have regard to the interests of the Company's stakeholders, however it should be noted that because Mila is a small "shell" company; with only two directors; no employees and the impacts of its activities is limited. This statement forms part of the strategic report.

When making decisions the Company takes into account the impact of its activities on the community, the environment and the Company's reputation for good business conduct. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its members in the long term.

The Directors are fully aware of their responsibilities to promote the success of the Company in accordance with section 172 of the Companies Act 2006. The Board continuously reflects on how the Company engages with its stakeholders and opportunities for enhancement in the future. As required, the Company's external lawyers and the Company Secretary will provide support to the Board to help ensure that enough consideration is given to issues relating to the matters set out in s172(1)(a)-(f).

The Board regularly reviews the Company's principal stakeholders and how it engages with them. This is achieved through information provided by management via Regulatory News Service announcements, Corporate Presentations, and Shareholder Meetings and teleconferences and also by direct engagement with stakeholders themselves.

We aim to work responsibly with our stakeholders, including suppliers. The key Board decisions made in the year and post year end are set out below:

 
 Significant events/decisions   Key s172 matter(s) affected   Actions and Consequences 
 Entered into non-binding       Shareholders and Business     The consequences of this 
  Head of Terms with regards     Relationships                 decision were to allocate 
  to the possible acquisition                                  capital to the RTO process 
  of 100% of the share                                         to fully investigate 
  capital of E-Tech Metals.                                    the suitability of the 
                                                               RTO target. 
 Entered into non-binding       Business Relationships        This decision provides 
  Head of Terms with regards     and Shareholders              a pathway to a reverse 
  to the possible acquisition                                  takeover with NGM, which 
  of 100% of the share                                         if successful, should 
  capital of New Generation                                    meet the Company's strategy. 
  Mining - post year end 
 

Finally, to you, our shareholders, thank you for your trust and support. I hope you stay safe and well and I look forward to meeting you face to face at a Company event when our world returns to what will be a 'new normal'.

This report was approved by the board on 25 January 2021 and signed on its behalf.

Mark Stephenson

Chief Executive Officer

 
 Statement of Comprehensive Income 
  For the Year Ended 30 June 2020 
                                                         Year ended      Year ended 
                                                       30 June 2020    30 June 2019 
                                              Notes             GBP             GBP 
 
  Revenue                                                         -               - 
  Administrative expenses                                 (220,220)       (259,395) 
                                                     --------------  -------------- 
 Operating loss                                           (220,220)       (259,395) 
  Interest receivable                          7                849               - 
                                                     --------------  -------------- 
 Loss on ordinary activities before 
  taxation                                     4          (219,371)       (259,395) 
  Tax on loss on ordinary activities           8                  -               - 
                                                     --------------  -------------- 
  Loss and total comprehensive loss 
   for the period attributable to the 
   owners of the company                                  (219,371)       (259,395) 
                                                     ==============  ============== 
 
  Earnings per share (basic and diluted) 
   attributable to the equity holders 
   (pence)                                     9             (0.95)          (1.12) 
 

The above results relate entirely to continuing activities.

The accompanying notes form part of these financial statements.

 
 Statement of Financial Position 
  As at 30 June 2020 
                                                 Year ended      Year ended 
                                               30 June 2020    30 June 2019 
                                      Notes             GBP             GBP 
 
 CURRENT ASSETS 
  Trade and other receivables         10             23,705          17,642 
  Cash and cash equivalents           12            186,316         428,673 
  Loans receivable - E-Tech           11             85,849               - 
                                             --------------  -------------- 
                                                    295,870         446,315 
                                             --------------  -------------- 
 
 TOTAL ASSETS                                       295,870         446,315 
                                             --------------  -------------- 
 
 CURRENT LIABILITIES 
  Trade and other payables            13             86,671          17,745 
                                             --------------  -------------- 
 TOTAL LIABILITIES                                   86,671          17,745 
                                             --------------  -------------- 
 
 NET ASSETS                                         209,199         428,570 
                                             ==============  ============== 
 
 EQUITY 
  Share capital                       15            232,000         232,000 
  Share premium                       15            849,300         849,300 
  Share based payment reserve         16              4,720           4,720 
  Retained loss                                   (876,821)       (657,450) 
 
 TOTAL EQUITY                                       209,199         428,570 
                                             ==============  ============== 
 

The accompanying notes form part of these financial statements.

 
  Statement of Cashflows 
   For the Year Ended 30 June 2020 
                                                   Year ended      Year ended 
                                                 30 June 2020    30 June 2019 
                                                          GBP             GBP 
 
 Cash flow from operating activities 
 Loss for the year                                  (219,371)       (259,395) 
 Operating cashflow before working 
  capital movements                                 (219,371)       (259,395) 
  Increase in trade and other receivables             (6,063)         (8,850) 
 Increase / (Decrease) in trade and 
  other payables                                       68,926         (4,632) 
  Interest income                                       (849)               - 
                                               --------------  -------------- 
 Net cash outflow from operating activities         (157,357)       (272,877) 
                                               --------------  -------------- 
 
 Cash flow from investing activities 
 Loan to E-Tech                                      (85,000)               - 
                                               --------------  -------------- 
 
 Net decrease in cash and cash equivalents          (242,357)       (272,877) 
  Cash and cash equivalents at the 
   beginning of the year                              428,673         701,550 
 Cash and cash equivalents at the 
  end of the year                                     186,316         428,673 
                                               ==============  ============== 
 
 
 Statement of Changes in Equity 
  For the Year Ended 30 June 2020 
                                Share      Share   Share Based    Retained       Total 
                              Capital    Premium       Payment        Loss 
                                                       Reserve 
                                  GBP        GBP           GBP         GBP         GBP 
 
 Balance at 1 July 
  2018                        232,000    849,300         4,720   (398,055)     687,964 
                           ----------  ---------  ------------  ----------  ---------- 
 Total comprehensive 
  loss for the year                 -          -             -   (259,395)   (259,395) 
 Balance at 30 June 
  2019                        232,000    849,300         4,720   (657,450)     428,570 
                           ----------  ---------  ------------  ----------  ---------- 
 
 Total comprehensive 
  loss for the year                 -          -             -   (219,371)   (219,371) 
 Balance at 30 June 
  2020                        232,000    849,300         4,720   (876,821)     209,199 
                           ----------  ---------  ------------  ----------  ---------- 
 

The accompanying notes form part of these financial statements.

Notes to the Financial Statements

For the Year Ended 30 June 2020

   1          GENERAL INFORMATION 

Mila Resources Plc (the "Company") looks to identify potential companies, businesses or asset(s) that will increase shareholder value.

The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales as a public limited company. The Company's registered office is Lockstrood Farm, Ditchling Common, Burgess Hill, West Sussex, RH15 0SJ. The Company's registered number is 09620350.

   2          ACCOUNTING POLICIES 
   2.1      Basis of preparation 

The Financial Statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") and IFRS Interpretations Committee ("IFRS IC") as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS.

The Financial Statements have been prepared un the historical cost convention. The principal accounting policies are set out below and have, unless otherwise stated, been applied consistently for all periods presented in these Financial Statements. The Financial Statements are prepared in pounds Sterling and presented to the nearest pound.

   2.2      Going concern 

The Financial Statements have been prepared under the going concern assumption, which presumes that the Company will be able to meet its obligations as they fall due for at least the next twelve months from the date of the signing of the Financial Statements.

The Company had a net cash outflow from operating activities for the year of GBP242,357 (2019: GBP272,877) and at 30 June 2020 had cash and cash equivalents balance of GBP186,316 (2019: GBP428,673).

Notwithstanding the loss incurred and net cash outflow during the year under review, the Directors are confident that the Company will be able to meet its obligations as they fall due for at least the next twelve months as they believe the Company will be able to raise further finance regardless of the completion of the proposed transaction or any other such transactions during this period.

The Directors do acknowledge that the dependence on obtaining finance leads to there being a material uncertainty regarding the Company's going concern status, however, they still believe the application of the going concern basis of preparation to be appropriate due to their confidence that further finance will be able to be obtained as required during the going concern period.

The Directors have made enquires and assessed the potential impact of the COVID-19 virus on the

Company. As such, whilst they acknowledge that COVID-19 could continue to have long lasting and significant impacts on the global economy, the Directors believe that the Company will be able to raise sufficient finance to meet their obligations as they fall due for a period of at least 12 months from the date of approval of the financial statements.

The Financial Statements do not include any adjustments that may be required should the Company be unable to continue as a going concern.

The auditors have made reference to going concern by way of a material uncertainty within their audit report.

2.3 Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group

New standards, amendments to standards and interpretations:

During the financial year, the Company has adopted the following new IFRSs (including amendments thereto) and IFRIC interpretations that became effective for the first time.

 
                                                                Effective 
                 Standard   Impact on initial application        date 
 IFRS 16                    Leases                              1 January 
                                                                 2019 
 IFRIC Interpretation       Uncertainty over Income Tax         1 January 
  23                         Treatments                          2019 
 IFRS 9 (Amendments)        Prepayment Features with Negative   1 January 
                             Compensation                        2019 
 IAS 28 (Amendments)        Long-term Interests in Associates   1 January 
                             and Joint Ventures                  2019 
 Annual improvements        2015-2017 Cycle                     1 January 
                                                                 2019 
 IAS 19 (Amendments)        Plan Amendment, Curtailment         1 January 
                             or Settlement.                      2019 
 

No new standards, amendments or interpretations, effective for the first time for the financial year beginning on or after 1 July 2019 have had a material impact on the Company.

Standards issued but not yet effective:

At the date of authorisation of these financial statements, the following standards and interpretations relevant to the Company and which have not been applied in these financial statements, were in issue but were not yet effective. In some cases, these standards and guidance have not been endorsed for use in the European Union.

 
 Standard                   Impact on initial application             Effective date 
 
 IFRS 3 (amendments)        Definition of a Business                  1 January 2020 
  IFRS standards                                                       1 January 2020 
   (amendments) 
                             References to the Conceptual Framework 
 IAS 1 (amendments)         Definition of Material                    1 January 2020 
 IAS 8 (amendments)         Definition of Material                    1 January 2020 
 IFRS 9, IAS 39             Interest Rate Benchmark Reform            1 January 2020 
  and IFRS 7 (amendments) 
 IFRS 17                    Insurance Contracts                       1 January 2021 
 
 

The directors do not consider that these standards will impact the financial statements of the Company.

   2.4      Foreign currency translation 

The financial information is presented in Sterling which is the Company's functional and presentational currency.

Transactions in currencies other than the functional currency are recognised at the rates of exchange on the dates of the transactions. At each balance sheet date, monetary assets and liabilities are retranslated at the rates prevailing at the balance sheet date with differences recognised in the Statement of comprehensive income in the period in which they arise.

   2.5      Financial instruments 

Initial recognition

A financial asset or financial liability is recognised in the statement of financial position of the Company when it arises or when the Company becomes part of the contractual terms of the financial instrument.

Classification

Financial assets at amortised cost

The Company measures financial assets at amortised cost if both of the following conditions are met:

(1) the asset is held within a business model whose objective is to collect contractual cash flows; and

(2) the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital.

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

Financial liabilities at amortised cost

Financial liabilities measured at amortised cost using the effective interest rate method include current borrowings and trade and other payables that are short term in nature. Financial liabilities are derecognised if the Company's obligations specified in the contract expire or are discharged or cancelled.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate ("EIR"). The EIR amortisation is included as finance costs in profit or loss. Trade payables other payables are non-interest bearing and are stated at amortised cost using the effective interest method.

Derecognition

A financial asset is derecognised when:

   (1)   the rights to receive cash flows from the asset have expired, or 

(2) the Company has transferred its rights to receive cash flows from the asset or has undertaken the

commitment to fully pay the cash flows received without significant delay to a third party under an

arrangement and has either (a) transferred substantially all the risks and the assets of the asset or (b

has neither transferred nor held substantially all the risks and estimates of the asset but has

transferred the control of the asset.

Impairment

The Company recognises a provision for impairment for expected credit losses regarding all financial assets. Expected credit losses are based on the balance between all the payable contractual cash flows and all discounted cash flows that the Company expects to receive. Regarding trade receivables, the Company applies the IFRS 9 simplified approach in order to calculate expected credit losses. Therefore, at every reporting date, provision for losses regarding a financial instrument is measured at an amount equal to the expected credit losses over its lifetime without monitoring changes in credit risk. To measure expected credit losses, trade receivables and contract assets have been grouped based on shared risk characteristics.

Trade and other receivables

Trade and other receivables are initially recognised at fair value when related amounts are invoiced then carried at this amount less any allowances for doubtful debts or provision made for impairment of these receivables.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and are subject to an insignificant risk of changes in value.

Trade payables

These financial liabilities are all non-interest bearing and are initially recognised at the fair value of the consideration payable.

   2.6      Equity 

Share capital is determined using the nominal value of shares that have been issued.

The Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax benefits.

Equity-settled share-based payments are credited to a share-based payment reserve as a component of equity until related options or warrants are exercised or lapse.

Retained losses includes all current and prior period results as disclosed in the income statement.

   2.7      Share-based payments 

The Company has issued warrants to the initial investors and certain counter parties and advisers.

Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at date of grant. The fair value so determined is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the number of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions. Fair value is measured using the Black Scholes pricing model. The key assumption used in the model have been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

   2.8      Taxation 

Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the income statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

   2.9      Critical accounting judgements and key sources of estimation uncertainty 

In the process of applying the entity's accounting policies, management makes estimates and assumptions that have an effect on the amounts recognised in the financial information. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates. The Directors consider that there are no critical accounting judgements or key sources of estimation uncertainly relating to the financial information of the Company.

   2.10    Earnings per share 

Basic earnings per share is calculated as profit or loss attributable to equity holders of the parent for the period, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element.

   2.11    Segmental reporting 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.

The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board as a whole.

All operations and information are reviewed together so that at present there is only one reportable operating segment.

   3.         SEGMENT REPORTING 

As identifying and assessing investment projects is the only activity the Company is involved in and is therefore considered as the only operating/reporting segment. Therefore the financial information of the single segment is the same a set out in the statement of comprehensive income and statement of financial position.

   4.         OPERATING LOSS 

This is stated after charging:

 
                                           2020      2019 
                                            GBP       GBP 
 
 Auditor's remuneration 
       audit of the Company              16,000    15,000 
         corporate finance services           -     4,000 
 Directors' remuneration                 48,000   112,215 
 Stock exchange and regulatory 
  expenses                               36,142    29,407 
 Other expenses                         120,078    98,773 
                                       --------  -------- 
 Operating expenses                     220,220   259,395 
                                       --------  -------- 
 
 
   5.         AUDITOR'S REUMERATION 
 
                                                            2020       2019 
                                                             GBP        GBP 
 
 Fees payable to the Company's 
  current auditor: 
   *    audit of the Company's financial statements 
 
 
   *    taxation compliance services 
                                                          16,000     15,000 
                                                               -          - 
   *    corporate finance services                             -      4,000 
                                                          16,000     19,000 
                                                       ---------  --------- 
 
   6.         DIRECTORS AND STAFF COSTS 

During the year the only staff of the Company were the Directors and as such key management personnel. Management remuneration, other benefits supplied and social security costs to the Directors during the year was as follows:

 
                             2020      2019 
                              GBP       GBP 
 
 Salaries                  48,000    64,215 
 Severance Payments             -    48,000 
 Social security costs          -     9,775 
                          -------  -------- 
                           48,000   121,990 
                          -------  -------- 
 
   7.         INTEREST RECEIVABLE 
 
                                    2020     2019 
                                     GBP      GBP 
 
 Interest due on Loan to E-Tech      849        - 
                                   -----    ----- 
 
   8.         TAXATION 
 
                                                 2020        2019 
                                                  GBP         GBP 
  The charge / credit for the year 
   is made up as follows: 
   Current tax                                      -           - 
   Deferred tax                                     -           - 
 
   Taxation charge / credit for the                 -           - 
    year 
                                           ----------  ---------- 
 
    A reconciliation of the tax charge 
    / credit appearing in the income 
    statement to the tax that would 
    result from applying the standard 
    rate of tax to the results for 
    the year is: 
   Loss per accounts                        (219,371)   (259,395) 
                                           ----------  ---------- 
   Tax credit at the standard rate 
    of corporation tax in the UK of 
    19% (2019: 19%)                          (41,680)    (49,285) 
   Impact of costs disallowed for 
    tax purposes                                   74          95 
   Deferred tax in respect of temporary             -           - 
    differences 
   Impact of unrelieved tax losses 
    carried forward                            41,606      49,190 
                                                    -           - 
                                           ----------  ---------- 
 

Estimated tax losses of GBP817,118 (2019: GBP597,747) are available for relief against future profits and a deferred tax asset of GBP155,252 (2019: GBP109,381) has not been provided for in the accounts due to the uncertainty of future profits.

Factors affecting the future tax charge

The standard rate of corporation tax in the UK is 19%. Accordingly, the Company's effective tax rate for the period was 19% (2019: 19%).

   9.         EARNINGS PER SHARE 

The calculation of the earnings per share is based on the loss for the financial period after taxation of GBP219,371 (2019: loss GBP259,395) and on the weighted average of 23,200,000 (2019: 23,200,000) ordinary shares in issue during the period.

The warrants outstanding at 30 June 2020 and 30 June 2019 are considered to be non-dilutive in that their conversion into ordinary shares would not increase the net loss per share. Consequently, there is no diluted earnings per share to report for the period.

   10.      TRADE AND OTHER RECEIVABLES 
 
                                         2020     2019 
                                          GBP      GBP 
 
 Prepayments and other receivables     23,705   17,642 
                                       23,705   17,642 
                                      -------  ------- 
 

The Directors consider that the carrying value amount of trade and other receivables approximates to their fair value.

   11.      OTHER CURRENT ASSETS 
 
                                      2020     2019 
                                       GBP      GBP 
 
  Loan to E-Tech Metals Limited     85,849        - 
                                    85,849        - 
                                   -------    ----- 
 

The Loan to E-Tech Metals ('E-Tech') Limited was a secured loan that was provided to allow E-Tech to fund its working capital requirements through the RTO process. When E-Tech terminated the discussions, the loan was called in and was subsequently repaid in full in November 2020, see note 22 - Events subsequent to year end.

The Directors consider that the carrying value amount of trade and other receivables approximates to their fair value.

   12.      CASH AND CASH EQUIVALENTS 
 
                     2020      2019 
                      GBP       GBP 
 
 Cash at bank     186,316   428,673 
                  186,316   428,673 
                 --------  -------- 
 

Cash at bank comprises balances held by the Company in current bank accounts. The carrying value of these approximates to their fair value.

   13.         TRADE AND OTHER PAYABLES 
 
                                   2020     2019 
                                    GBP      GBP 
 
 Trade payables                  16,087    1,524 
 Accruals and other payables     70,584   16,221 
                                 86,671   17,745 
                                -------  ------- 
 

Trade payables and accruals principally comprise amounts outstanding in respect of costs incurred in the Company's endeavours to find a suitable target and execute a relating transaction.

   14.      DEFERRED TAXATION 

No deferred tax asset has been recognised by the Company due to the uncertainty of generating sufficient future profits and tax liability against which to offset the tax losses. Note 8 above sets out the estimated tax losses carried forward and the impact of the deferred tax asset not accounted for.

   15.      SHARE CAPITAL / SHARE PREMIUM 
 
                                    Number      Share      Share 
                                 of shares    capital    premium       Total 
                                  on issue        GBP        GBP         GBP 
 
 Balance as at 1 July 2018      23,200,000    232,000    849,300   1,081,300 
 
 Balance as at 30 June 2019     23,200,000    232,000    849,300   1,081,300 
                               -----------  ---------  ---------  ---------- 
 
 
 Balance as at 30 June 2020     23,200,000    232,000    849,300   1,081,300 
                               -----------  ---------  ---------  ---------- 
 

The Company has only one class of share. All ordinary shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital.

At 30 June 2020, there were warrants and options over 15,825,000 unissued ordinary shares (2019: 15,825,000).Details of the warrants outstanding are as follows:

 
 Issued             Exercisable    Expiry date    Number outstanding   Exercise 
                        from                                              price 
 16 October 2015     From date     31 December             4,400,000    GBP0.05 
                      of issue         2020 
 12 September        From date     31 December               350,000    GBP0.05 
  2016                of issue         2020 
 26 September        7 October     31 December            11,075,000    GBP0.10 
  2016 *                2016           2020 
 
                                                          15,825,000 
                                                 ------------------- 
 

* The warrants were issued conditional upon the Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities which occurred on 7 October 2016.

The Directors held the following warrants at the beginning and end of the year:

 
 Director        At 30 June     Granted   At 30 June   Exercise    Earliest    Latest date 
                       2019      during         2020      price     date of    of exercise 
                               the year                            exercise 
 
                                                                     16 Oct 
 M Stephenson     1,200,000           -    1,200,000    GBP0.05        2016    20 Dec 2020 
 
                  1,200,000           -    1,200,000 
                -----------  ----------  ----------- 
 

Warrants held by former Directors have been set out on page 16.

The market price of the shares at year end was GBP0.016 per share.

During the year, the minimum and maximum prices were GBP0.0125 and GBP0.0245 per share respectively.

   16.      SHARE BASED PAYMENT RESERVE 
 
                                              2020    2019 
                                               GBP     GBP 
 At 1 July                                   4,720   4,720 
 Share based payments expense recognised         -       - 
  during the period 
 
 At 30 June                                  4,720   4,720 
                                            ------  ------ 
 

The Company did not issue any warrants during the current or prior year.

 
                                                      Fair Value   Weighted average 
                                 Number                      GBP     exercise price 
 At 1 July 2018              15,825,000                    4,720           GBP0.085 
 
 Balance at 30 June 2019     15,825,000                    4,720           GBP0.085 
                            -----------  -----------------------  ----------------- 
 Balance at 30 June 2020     15,825,000                    4,720           GBP0.085 
                            -----------  -----------------------  ----------------- 
 

The warrants outstanding at the year-end have a weighted average remaining contractual life of 0.5 years. The exercise prices of the warrants are GBP0.05 and GBP0.10 per share.

   17.      CAPITAL COMMITMENTS 

There were no capital commitments at 30 June 2019 and 30 June 2020

   18.      CONTINGENT LIABILITIES 

There were no contingent liabilities at 30 June 2019 and 30 June 2020

   19.      COMMITMENTS UNDER OPERATING LEASES 

There were no commitments under operating leases at 30 June 2019 and 30 June 2020

   20.      FINANCIAL INSTRUMENTS AND RISK MANAGEMENT 

The Company's financial instruments comprise primarily cash and various items such as trade debtors and trade payables which arise directly from operations. The main purpose of these financial instruments is to provide working capital for the Company's operations. The Company does not utilise complex financial instruments or hedging mechanisms.

Financial assets by category

 
                                                2020      2019 
                                                 GBP       GBP 
 Current Assets: 
  Trade and other receivables (excluding 
   prepayments)                                    -     1,642 
  Cash and cash equivalents                  186,316   428,673 
  Loan to E-Tech Metals Limited               85,849         - 
 
 Categorised as financial assets at 
  amortised cost                             272,165   430,315 
                                            --------  -------- 
 

The Loan to E-Tech Metals ('E-Tech') Limited was a secured loan that was provided to allow E-Tech to fund its working capital requirements through the RTO process. When E-Tech terminated the discussions, the loan was called in and repaid in full in November 2020, see note 22 - Events subsequent to year end.

Financial liabilities by category

 
                                             2020     2019 
                                              GBP      GBP 
 Current Liabilities: 
  Trade and other payables                 16,113   17,745 
 
  Categorised as financial liabilities 
   measured at amortised cost              16,113   17,745 
                                          -------  ------- 
 

All amounts are short term and payable in 0 to 3 months.

Credit risk

The maximum exposure to credit risk at the reporting date by class of financial asset was:

 
                                      2020    2019 
                                       GBP     GBP 
  Trade and other receivables            -   1,642 
  Loan to E-Tech Metals Limited     85,849       - 
                                   -------  ------ 
                                    85,849   1,642 
                                   -------  ------ 
 

Capital management

The Company considers its capital to be equal to the sum of its total equity. The Company monitors its capital using a number of key performance indicators including cash flow projections, working capital ratios, the cost to achieve development milestones and potential revenue from partnerships and ongoing licensing activities.

The Company's objective when managing its capital is to ensure it obtains sufficient funding for continuing as a going concern. The Company funds its capital requirements through the issue of new shares to investors.

Interest rate risk

The maximum exposure to interest rate risk at the reporting date by class of financial asset was:

 
                       2020      2019 
                        GBP       GBP 
  Bank balances     186,316   428,673 
                   --------  -------- 
 

The nature of the Company's activities and the basis of the funding are such that until a suitable target is acquired, the Company raises finance as and when required to meet its obligations as they fall due.

The Company is not financially dependent on the income earned on these resources and therefore the risk of interest rate fluctuations is not significant to the business and the Directors have not performed a detailed sensitivity analysis.

All deposits are placed with main clearing banks, with 'A' ratings, to restrict both credit risk and liquidity risk. The deposits are placed for the short term, between one and three months, to provide flexibility and access to the funds.

Credit and liquidity risk

Credit risk is managed on a Company basis. Funds are deposited with financial institutions with a credit rating equivalent to, or above, the main UK clearing banks. The Company's liquid resources are invested having regard to the timing of payment to be made in the ordinary course of the Company's activities. All financial liabilities are payable in the short term (between 0 to 3 months) and the Company maintains adequate bank balances to meet those liabilities.

   20.      FINANCIAL INSTRUMENTS AND RISK MANAGEMENT 

Currency risk

The Company operates in a global market with income and costs possibly arising in a number of currencies. The majority of the operating costs are incurred in GBPGBP. The Company does not hedge due to the Company incurring very few foreign currency denominated costs and thus the cost and time taken to hedge would be far greater than the benefit. The Company did not have foreign currency exposure at year end.

   21.      RELATED PARTY TRANSACTIONS 

Key management personnel compensation

The Directors are considered to be key management personnel. Detailed remuneration disclosures are provided in the remuneration report on pages 14 - 16.

Amounts due from/to related parties

There were amounts due to directors totalling GBP11,954 as at 30 June 2020 (2019: GBP3,185). No amounts were due from directors as at 30 June 2020 (2019: GBP1,642)

There were no other related party transactions.

   22.      EVENTS SUBESQUENT TO YEAR END 

Collapse of Negotiations with E-Tech Metals Limited ('E-Tech') Limited and recovery of outstanding loan.

The transaction with E-Tech Metals Limited was materially advanced following due diligence and the preparation of a prospectus; however, E-Tech gave notice that they wished to terminate the transaction without cause. Mila is receiving legal advice with regard to the termination notice provided by E-Tech.

Mila has recovered the loan of GBP87,402 (which includes all accrued interest) advanced to E-Tech.

Suspension and Heads of Terms with New Generation Minerals Limited ("NGM')

Mila entered into non-binding Heads of Terms with regard to the possible acquisition of 100% of the share capital of New Generation Minerals Limited ("NGM') to be satisfied by the issue of New Ordinary Shares of the Company.

NGM is a UK private company, whose principal asset is the Kathleen Valley gold project ("Project") in Western Australia. The Project is located in the prolific Wiluna-Norseman gold belt which hosts several world-class mines owned by a number of premier Australian gold companies including Northern Star and St Barbara. NGM holds other nickel and cobalt assets in Western Australia including a JORC inferred resource of 3.8 Mt Nickel-Cobalt project and one copper-gold project in Argentina.

Extension of Warrants

Mila announced that it has amended the terms of certain warrants granted at the time of its IPO on 7 October 2016 by extending the life of certain warrants. The series 1 warrants granted to the founders will expire on 31 December 2020 as scheduled.

Warrant Amendments

 
 Warrant               Current terms           Revised terms 
 Series 1 (Founders)   Exercise price of 5p    No revision - will 
                        and due to expire on    lapse on 31 December 
                        31 December 2020        2020 
                      ----------------------  ---------------------- 
 Series 2              Exercise price of 5p    Expiration extended 
                        and due to expire on    31 December 2022 
                        31 December 2020 
                      ----------------------  ---------------------- 
 IPO Investors         Exercise price of 10p   Expiration extended 
                        and due to expire on    to 31 December 2022 
                        31 December 2020 
                      ----------------------  ---------------------- 
 
   23.      CONTROL 

In the opinion of the Directors there is no single ultimate controlling party.

**ENDS**

For more information visit www.milaresources.com or contact:

 
 Mark Stephenson         Mila Resources Plc      +44 (0) 20 7236 1177 
 Jonathan Evans          Brandon Hill Capital    +44 (0)20 3463 5016 
                        ----------------------  --------------------- 
 Susie Geliher / Beth    St Brides Partners 
  Melluish                Ltd                    +44 (0) 20 7236 1177 
                        ----------------------  --------------------- 
 

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January 25, 2021 12:00 ET (17:00 GMT)