TIDMMILA
RNS Number : 9036R
Mila Resources PLC
31 October 2023
Mila Resources Plc / Index: LSE / Epic: MILA / Sector: Natural
Resources
31 October 2023
Mila Resources Plc
('Mila' or the 'Company')
Final Results
Mila Resources Plc (LSE:MILA), the post-discovery gold
exploration accelerator, is pleased to announce its final results
for the year ended 30 June 2023.
Highlights
-- Significant progress towards achieving strategy of becoming a
post discovery exploration accelerator
-- Advanced the geological model for gold at the Company's first
asset, the Kathleen Valley Project
-- Entered into JV arrangement with leading ASX lithium company,
Liontown Resources, to begin exploration of lithium at Kathleen
Valley Project
-- Raised gross proceeds of GBP2m post year end to support work
at Kathleen Valley and assess additional development
opportunities
-- Bolstered technical team post year end with appointment of
Alastair Goodship, an exploration geologist with significant
experience in leading discovery-focussed exploration teams in a
diverse range of environments and jurisdictions globally
-- Cash position of GBP448,063 as at 30 June 2023
-- Loss for the financial year ended 30 June 2023 of GBP549,487 (2022: GBP1,011,445).
Statement from the Board
Dear Shareholder
We have made solid progress this year both on a corporate and
asset level. Since the financial year end, we have entered into an
exciting partnership with Australia's leading lithium company,
Liontown Resources, who will explore for lithium targets on our
acreage and (subject to shareholder approval on the 8th of
November), we will then complete the GBP2m fund raise (before
expenses) which will provide the Company with a robust balance
sheet. Our strategy is to build value from both the gold and
lithium at our Kathleen Valley Project in Western Australia (the
"Project") and move ahead with a number of new business
opportunities that have presented themselves this year.
We want Mila to become the "best in class" post-discovery
exploration accelerator through the careful identification and
development of proven projects that cannot access the traditional
routes of funding in the capital markets due to market conditions
for IPOs and equities generally. We recently added Alastair
Goodship, an exploration geologist with significant experience in
leading discovery-focussed exploration teams in a diverse range of
environments and jurisdictions globally, to bolster the team.
We have been approached by several business development
opportunities and continue to review these as we firmly believe
that we can mitigate risk by broadening the portfolio of projects.
The biggest single risk facing most junior mining companies is that
they are reliant on the success of a sole project, and we want to
differentiate Mila by providing companies and management with
proven projects with the support structure of a public company and
access to capital. By definition, exploration is high risk and high
reward, therefore, we want to mitigate and diversify risk by
building Mila particularly at the time where high quality
exploration and development projects are attractively valued with
limited scope to access the closed IPO market.
Gold
During this financial year, we have been highly active at the
Project. In the year ending 30 June 2022 we acquired 30% of the
Project with the ability to move up to 80% and we continue to
retain that flexibility.
We have now completed several drilling phases designed to test
the known mineralisation and test the "unknown" by drilling at
depth and stepping out from the previously tested mineralisation.
With each drilling phase, we are building a better and more
complete picture of the geological system which we believe is
highly structured, featuring concentrated zones of high-grade
mineralisation.
With the benefit of a clearer picture, our next objective will
be to conduct more low-cost exploration prior to conducting costly
drill programmes. We now believe we know the system sufficiently
well to be far more focused and efficient with the exploration
budget. Also, I believe we will be able to obtain technical and
operational efficiencies by working with the Liontown team. Whilst
they are focused on finding lithium they will be able to share
geological insights to assist our team on gold exploration.
We have a number of development routes given the Project is
surrounded by gold mining infrastructure and some of Australia's
leading gold companies.
Lithium
Earlier this year we were approached by Liontown, our neighbours
to the north, to explore for lithium on our Project. Liontown was
recently subject to a A$6.6bn takeover bid by American lithium
giant, Albemarle Corp. (NYSE: ALB) and is developing Australia's
leading lithium project, the Kathleen Valley Lithium Project ahead
of targeted production in 2024. Liontown has offtake agreements to
supply lithium to companies including LG, Ford and Tesla.
Liontown has mapped pegmatite swarms extending south from its
own project and the hypothesis is that this mineralisation corridor
covers our own licence area. With the identification of these
pegmatite swarms extending on to our own property, we reasoned that
it makes commercial sense to work with Liontown to explore for
lithium on our project. In addition, they bring a lot of intangible
value to our project by sharing geological and technical
information and their expertise in the region generally. On the
16th of October 2023 we announced that work is now underway with
Liontown on the acreage with the preliminary social and
environmental programmes before they can commence their exploration
which will initially entail mapping, trenching and sampling in
areas of the Project known to host lithium pegmatites.
Finance Review
In October 2022, the Company announced that it had raised
GBP908,000 (before expenses) through a placing of 30,266,651 New
Ordinary Shares of GBP0.01 each at a price of 3 pence per placing
share. Investors in the Placing will also receive one three-year
warrant per Placing Share to subscribe for one new ordinary share
at a cost of 4.8p per share. The Company will also issue 524,000
broker warrants that are exercisable at 3p for a period of 3 years.
The issue of the Investor Warrants and Broker Warrants is
conditional on shareholder approval to increase the Company's share
authorities.
Post year- end, in October 2023, the Company announced the
placing of 200,000,000 new ordinary shares at a price of 1 pence
per ordinary share to raise GBP2m. The placing shares have one
warrant attached with an exercise price of 2 pence for a period of
two years from the date of admission. The Placing is conditional on
approval by Shareholders of resolutions at a General Meeting
("GM").
Cash Position
At 30 June 2023, cash and cash equivalents amounted to
GBP448,063 (2022: GBP1,096,084).
Outlook
Mila is now in the most solid position of its brief life since
we listed in November 2021. This of course assumes that the
shareholders vote in favour of the GBP2m fund raise on the 8th of
November.
We have a clear strategy and are well capitalised to deliver the
strategy to fruition. We expect the next 12 months to be highly
active on both a corporate and asset level as we continue to assess
business development opportunities and how to deliver value from
both the gold and lithium at our project.
Whilst the financial period has proven to be difficult for
junior mining companies given the challenges in the capital
markets, we now look forward to building Mila from the
opportunities that present themselves from such circumstances.
Ultimately, Mila will continue to be highly entrepreneurial, and I
would like to take this opportunity to thank our existing
shareholders, and those new to our register, as we look forward
with excitement and confidence, to a period of increased activity
in the forthcoming financial year.
Mark Stephenson
Executive Chairman
31 October 2023
Statements of Comprehensive Income
For the year Ended 30 June 2023
Year ended Year ended
30 June 30 June
Notes 2023 2022
GBP GBP
Administrative expenses (549,487) (518,213)
Share warrant and options expense 3 - (493,232)
Loss on ordinary activities before
taxation (549,487) (1,011,445)
Income tax expense 6 - -
----------- ------------
Loss and total comprehensive income
for the year attributable to the
owners of the company (549,487) (1,011,445)
=========== ============
Earnings per share (basic and diluted)
attributable to the equity holders
(pence) 7 (0.17) (0.52)
Statements of Financial Position
For the year Ended 30 June 2023
Year ended Year ended
30 June 30 June
Notes 2023 2022
GBP GBP
NON-CURRENT ASSETS
Exploration and evaluation assets 8 5,605,870 4,698,625
------------ ------------
5,605,870 4,698,625
------------ ------------
CURRENT ASSETS
Trade and other receivables 9 135,459 22,568
Cash and cash equivalents 10 448,063 1,096,084
583,522 1,118,652
------------ ------------
TOTAL ASSETS 6,189,392 5,817,277
------------ ------------
CURRENT LIABILITIES
Trade and other payables 11 312,938 210,760
TOTAL LIABILITIES 312,938 210,760
------------ ------------
NET ASSETS 5,876,454 5,606,517
============ ============
EQUITY
Share capital 12 3,368,177 3,065,511
Share premium 12 4,784,603 4,267,846
Share based payment reserve 13 539,093 543,813
Retained loss (2,815,420) (2,270,653)
TOTAL EQUITY 5,876,454 5,606,517
============ ============
Statements of Cash Flow
For the year Ended 30 June 2023
12 months 12 months
to 30 June to 30 June
2023 2022
GBP GBP
Cash flows from operating activities
Loss for the year (549,487) (1,011,445)
Adjustments for:
Warrants / Options expense (non-cash) - 493,232
Operating cashflow before working capital
movements (549,487) (518,213)
(Increase)/Decrease in trade and other
receivables (112,891) 1,616
Increase in trade and other payables 102,178 4,427
Shares issued for services - 30,000
Interest expense - 3,801
------------ ------------
Net cash outflow from operating activities (560,200) (478,369)
Cash flow from investing activities
Acquisition of Kathleen Valley - cash
component - (300,000)
Acquisition costs - (336,732)
Funds used for drilling and exploration
(net of GST recovered) (907,245) (1,408,108)
------------ ------------
Net cash outflow from investing activities (907,245) (2,044,840)
Cash flow from financing activities
Proceeds from share issues 908,000 3,358,740
Issue costs paid in cash (88,576) (69,075)
------------ ------------
Net cash inflow from financing activities 819,424 3,289,665
Net (Decrease)/Increase in cash and cash
equivalents (648,021) 766,456
Cash and cash equivalents at beginning
of the year 1,096,084 329,628
Cash and cash equivalents at end of the
year 448,063 1,096,084
------------ ------------
Statements of Changes in Equity
For the year Ended 30 June 2023
Share Share Share Retained Total
Capital Premium Based Payment Loss
Reserve
GBP GBP GBP GBP GBP
Balance at 30 June
2021 232,000 849,300 4,720 (1,259,208) (173,188)
---------- ---------- --------------- ------------ ------------
Total comprehensive
income for the year - - - (1,011,445) (1,011,445)
Capital Raising -
Issue of shares 1,458,333 2,041,667 - - 3,500,000
Capital Raising -
Issue of shares in
lieu of fees 59,792 83,708 - - 143,500
Capital Raising -
Issue Costs - (221,135) - - (221,135)
Acquisition of Kathleen
Valley 835,432 1,169,605 - - 2,005,037
Conversion of convertible
loan notes 477,754 382,203 - - 859,957
Conversion of warrants 2,200 8,360 - - 10,560
Share warrants and
options expense - (45,861) 539,093 - 493,232
---------- ---------- --------------- ------------ ------------
Balance at 30 June
2022 3,065,511 4,267,846 543,813 (2,270,653) 5,606,517
Total comprehensive
income for the year - - - (549,487) (549,487)
Transactions with
Shareholders
Expired Warrants - - (4,720) 4,720 -
Capital Raising -
Issue of shares 302,667 605,333 - - 908,000
Capital Raising -
Issue costs - (88,576) - - (88,576)
Balance at 30 June
2023 3,368,178 4,784,603 539,093 (2,815,420) 5,876,454
---------- ---------- --------------- ------------ ------------
Notes to the Financial Statements
For the year Ended 30 June 2023
1 GENERAL INFORMATION
Mila Resources Plc (the "Company") was listed on the London
Stock Exchange in 2016 with a view to acquiring projects in the
natural resources sector that have a significant innate value that
could be unlocked without excessive capital. In November 2021, the
Company acquired an interest in a gold exploration project in
Western Australia.
The Company is domiciled in the United Kingdom and incorporated
and registered in England and Wales, with registration number
09620350.
2 ACCOUNTING POLICIES
2.1 Basis of preparation
The financial statements have been prepared on a going concern
basis using the historical cost convention and in accordance with
the UK-Adopted International Accounting Standards, and in
accordance with the provisions of the Companies Act 2006.
The Company's financial statements for the year ended 30 June
2023 were authorised for issue by the Board of Directors on 31
October 2023 and were signed on the Board's behalf by Mr L
Daniels.
The Company's financial statements are presented in pounds
Sterling and presented to the nearest pound.
2.2 Business Combinations
Acquisitions of business are accounted for using the acquisition
method. At the acquisition date, the identifiable assets acquired,
and the liabilities assumed are recognised at their fair value.
Consideration is also measured at fair value at the acquisition
date. This is calculated as the sum of the fair values of assets
transferred less the fair value of the liabilities incurred by the
Company.
Goodwill is measured as the excess of the sum of the
consideration transferred, the amount of any non -- controlling
interests in the acquiree, and the fair value of the acquirers
previously held equity interest in the acquiree (if any) over the
net of the acquisition -- date amounts of the identifiable assets
acquired, and the liabilities assumed. If, after reassessment, the
net of the acquisition -- date amounts of the identifiable assets
acquired and liabilities assumed exceeds the sum of the
consideration transferred, the amount of any non -- controlling
interests in the acquiree and the fair value of the acquirers
previously held interest in the acquiree (if any), the excess is
recognised immediately in profit or loss as a bargain purchase
gain.
Acquisition -- related costs are recognised in profit or loss as
incurred.
2.3 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 for the year of GBP648,021
(2022: inflow of GBP766,456) and at 30 June 2023 had cash and cash
equivalents balance of GBP448,063 (2022: GBP1,096,084).
An operating loss of GBP549,487 has been made and although the
Company was in a net current asset position at 30 June 2023 and has
raised GBP908,000 (before expenses).
Post year end, the Company announced (2 October 2023) that it
raised GBP2m (before expenses) through a Placing of 200m New
Ordinary Shares of GBP0.01 each. This placing is subject to the
approval by shareholders at a general meeting to be held on 8
November 2023.
The Company's current cash reserves are less than the forecasted
expenditure over the 12 months from the date of this report and
therefore further funding needs to be received in this period to
enable the Company to continue to meet its obligations as they fall
due. Due to the aforementioned GBP2m raise, which is subject to
approval by shareholders at a general meeting being obtained,
management are confident that the required funding will be
obtained. For this reason, the Directors continue to adopt the
going concern basis in preparing the financial statements .
However, the Directors acknowledge that the receipt of the funding
is contingent on the approval by shareholders at a general meeting
and therefore a material uncertainty exists which may cause
significant doubt about the ability to continue to trade as a going
concern.
The auditors have made reference to going concern by way of a
material uncertainty within the financial statements.
2.4 Standards, amendments and interpretations to existing
standards that are not yet effective and have not been early
adopted by the Company
New standards, amendments to standards and interpretations:
No new standards, amendments or interpretations, effective for
the first time for the financial year beginning on or after 1
January 2022 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.
Standard Impact on initial application Effective date
--------------------- ----------------------------------- ----------------
IAS 1 Amendments - presentation TBC
and classification of liabilities
as current or non current
IAS 8 Amendments - Definition of 01 January 2023
accounting policies
IAS 1 Amendments - Disclosure of 01 January 2023
accounting policies
IFRS 17 Insurance Contracts 01 January 2023
IFRS 17 (amendments) Insurance contracts 01 January 2023
The directors do not consider that these standards will impact
the financial statements of the Company.
2.5 Asset acquisition
Where an acquisition transaction constitutes the acquisition of
an asset and not a business, the consideration paid is allocated to
assets and liabilities acquired based on their relative fair
values, with transaction costs capitalised. No gain or loss is
recognised.
Consideration paid in the form of equity instruments is measured
by reference to the fair value of the asset acquired. The fair
value of the assets acquired would be measured at the point control
is obtained.
The Company recognises the fair value of contingent
consideration in respect to an asset acquisition, where it is
probable that a liability has been incurred, and the amount of that
liability can be reasonably estimated. Such contingent
consideration is recognized at the time control of the underlying
asset is obtained, and such an amount is included in the initial
measurement of the cost of the acquired assets.
The Company recognises contingent consideration in the form of
cash, and contingent consideration in the form of equity
instruments. Contingent consideration in the form of cash is
recognised as a liability, and contingent consideration in the form
of equity instruments is recognised in the contingent share
reserve.
For contingent cash consideration milestones, the Company
estimates a probability for the likelihood of completion to
estimate the total liability for the expected variable payments.
The probability estimated for the likelihood of completion is
considered at each reporting period. Movements in the fair value of
contingent cash consideration payable is capitalised as part of the
asset.
For contingent share consideration milestones, the Company
estimates a probability for the likelihood of completion to
estimate the total contingent share consideration payable. The
probability estimated for the likelihood of completion is not
reassessed in subsequent reporting periods.
Deferred tax is not recognised upon an asset acquisition.
2.6 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.
2.7 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 de-recognised, 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 de-recognised 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.
2.8 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 statement of comprehensive income.
2.9 Share-based payments
The Company records charges for share-based payments.
For warrant-based or option-based share-based payments, to
determine the value of the warrants or options, management estimate
certain factors used in the Black Scholes Pricing Model, including
volatility, vesting date exercise date of the warrants or option
and the number likely to vest. At each reporting date during the
vesting period management estimate the number of shares that will
vest after considering the vesting criteria. If these estimates
vary from actual occurrence, this will impact on the value of the
equity carried in reserves.
2.10 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.
2.11 Intangible assets - Exploration and evaluation expenditures (E&E) Development expenditure
The Company applies the successful efforts method of accounting,
having regard to the requirements of IFRS 6 'Exploration for and
Evaluation of Mineral Resources'. Costs incurred prior to obtaining
the legal rights to explore an area are expensed immediately to the
Statement of Comprehensive Income.
Expenditure incurred on the acquisition of a licence interest is
initially capitalised within intangible assets on a licence by
licence basis. Costs are held, unamortised, until such time as the
exploration phase of the field area is complete or commercial
reserves have been discovered. The cost of the licence is
subsequently transferred into property, plant and equipment and
depreciated over its estimated useful economic life.
Exploration expenditure incurred in the process of determining
exploration targets is capitalised initially within intangible
assets as drilling costs. Drilling costs are initially capitalised
on a licence by licence basis until the success or otherwise has
been established. Drilling costs are written off unless the results
indicate that reserves exist and there is a reasonable prospect
that these reserves are commercially viable. Drilling costs are
subsequently transferred into 'Drilling expenditure' within
property, plant and equipment and depreciated over their estimated
useful economic life.
2.12 Impairment of Exploration and Evaluation assets
The Company assesses at each reporting date whether there is an
indication that an asset may be impaired. This includes
consideration of the IFRS 6 impairment indicators for any
intangible exploration and evaluation expenditure capitalised as
intangible assets. Examples of indicators of impairment include
whether:
a) the period for which the entity has the right to explore in
the specific area has expired during the period or will expire in
the near future and is not expected to be renewed.
b) substantive expenditure on further exploration for and
evaluation of mineral resources in the specific area is neither
budgeted nor planned.
c) 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.
d) 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.
If any such indication exists, or when annual impairment testing
for an asset is required, the Company makes an estimate of the
asset's recoverable amount, which is the higher of its fair value
less costs to sell and its value in use. Any impairment identified
is recorded in the statement of comprehensive income.
2.13 Critical accounting judgements and key sources of 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 areas involving a higher degree of judgement or complexity,
or areas where assumptions and estimates are significant to the
financial statements are as follows:
Impairment of intangible assets
For details on the accounting policy for the impairment of
exploration and evaluation assets, see note 2.12 "Impairment of
Exploration and Evaluation Assets" in the "Notes to the Financial
Statements" on page 40.
The first stage of the impairment process is the identification
of an indication of impairment. Such indications can include
significant geological or geophysical information which may
negatively impact the existing assessment of a project's potential
for recoverability, significant reductions in estimates of
resources, significant falls in commodity prices, a significant
revision of the Company Strategy, operational issues which may
require significant capital expenditure, political or regulatory
impacts and others. This list is not exhaustive and management
judgement is required to decide if an indicator of impairment
exists.
The Company regularly assesses the intangible assets for
indicators of impairment. For more information on impairment
indicators see note 2.12 "Impairment of Exploration and Evaluation
Assets" in the "Notes to the Financial Statements" on page 40. Also
see IFRS 6 'Exploration for and Evaluation of Mineral
Resources'
When an impairment indicator exists an impairment test is
performed; the recoverable amount of the asset, being the higher of
the asset's fair value less costs to sell and value in use, is
compared to the asset's carrying value. Any excess of the asset's
carrying value over its recoverable amount is expensed to the
income statement.
2.14 Earnings per share
Basic earnings per share is calculated as profit or loss
attributable to equity holders of the Company 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. The diluted profit per
share is the same as the basic profit per share for 2023 because,
although certain warrants and options in issue were in the money as
at the year end, the Company reported a loss, hence including the
additional dilution would have resulted in a reduction of the loss
per share.
2.15 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 therefore
at present there is only one reportable operating segment.
The Company's strategy is to act as a post discovery
accelerator, where the Company identifies target(s) that have
already had an early-stage geological discovery. To date the
Company has identified and invested on one target, namely the
Kathleen Valley Project. Hence at the moment there is only one
reportable operating segment.
3. OPERATING LOSS
This is stated after charging:
2023 2022
GBP GBP
Auditor's remuneration
Audit of the Company 40,000 30,000
Other services - 2,000
Directors' remuneration 250,000 266,585
Stock exchange and regulatory
expenses 10,536 47,486
Share warrant and options expense
(1) - 493,232
Other expenses 248,951 172,142
-------- ----------
Operating expenses 549,487 1,011,445
-------- ----------
(1) This is a non-cash accounting expense for the issue of share
warrants and options.
4. AUDITOR'S REMUNERATION
2023 2022
GBP GBP
Fees payable to the Company's
current auditor:
* audit of the Company's financial statements
40,000 30,000
- 2,000
* other services 40,000 32,000
--------- ---------
5. 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 below. For Directors costs see the
Directors remuneration report from page 21.
2023 2022
GBP GBP
Salaries 250,000 266,585
Social security costs 25,369 29,016
Share based payments - 59,658
-------- --------
275,369 355,259
-------- --------
6. TAXATION
2023 2022
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 (549,487) (1,011,445)
----------- ------------
Tax credit at the standard rate
of corporation tax in the UK of
19% (2022: 19%) (104,403) (192,175)
Impact of costs disallowed for
tax purposes 2,809 17,919
Deferred tax in respect of temporary - -
differences
Impact of unrelieved tax losses
carried forward 101,594 174,256
- -
----------- ------------
Estimated tax losses of GBP2,651,344 (2022: GBP2,116,641) are
available for relief against future profits and a deferred tax
asset of GBP503,756 (2022: GBP402,162) 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 for Companies
making less than GBP250,000 annual profit is 19%. Accordingly, the
Company's effective tax rate for the period was 19% (2022:
19%).
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 6 above sets
out the estimated tax losses carried forward
7. EARNINGS PER SHARE
The calculation of the earnings per share is based on the loss
for the financial period after taxation of GBP549,487 (2022:
GBP1,011,445) and on the weighted average of 327,554,881 (2022:
193,873,021 ordinary shares in issue during the period.
The diluted profit per share is the same as the basic profit per
share because the Company reported a loss, hence including the
additional dilution would have resulted in a reduction of the loss
per share.
Earnings Weighted average Per-share
GBP number of amount
shares pence
unit
30 June 2023: Loss per share
attributed to ordinary shareholders (549,487) 327,554,881 (0.17)
30 June 2022: Loss per share
attributed to ordinary shareholders (1,011,445) 193,873,021 (0.52)
8. EXPLORATION AND EVALUATION ASSETS
At 30 At 30
June 2023 June 2022
GBP GBP
Opening balance 4,698,625 -
Cost of acquisition including
transaction costs - 3,290,517
Exploration costs capitalised
in the year 1,092,201 1,408,108
Other movements (184,956) -
----------- -----------
Net book value 5,605,870 4,698,625
=========== ===========
In November 2021, the Company acquired a 30% interest in the
Kathleen Valley (Gold) Project for GBP2,812,500. The consideration
was GBP300,000 in cash and the balance in new Mila shares.
Transaction costs of GBP478,017 have also been capitalised. The
principal assets are leases with rights to exploration of those
leases in Western Australia. At the year end the capitalised
exploration and evaluation assets totalled GBP5.6m (2022: GBP4.7m).
All Exploration costs capitalised in the year relate to the
Kathleen Valley Project.
During the year the Company was able to register for Australian
"GST" (Goods and Services Tax). Unfortunately, registration was a
long drawn out process, however, as this has now been completed the
Company can recover the GST paid. This has been show in "Other
movement" in the table above.
Exploration and evaluation assets are regularly reviewed for
indicators of impairment. If an indicator of impairment is found an
impairment test is required, where the carrying value of the asset
is compared with its recoverable amount. The recoverable amount is
the higher of the assets fair value less costs to sell and value in
use. The Directors are satisfied that no impairments are required
for the current year.
9. TRADE AND OTHER RECEIVABLES
2023 2022
GBP GBP
Prepayments and other receivables 135,459 22,568
135,459 22,568
-------- -------
The Directors consider that the carrying value amount of trade
and other receivables approximates to their fair value.
10. CASH AND CASH EQUIVALENTS
2023 2022
GBP GBP
Cash at bank 448,063 1,096,084
448,063 1,096,084
-------- ----------
Cash at bank comprises balances held by the Company in current
bank accounts. The carrying value of these approximates to their
fair value.
11. TRADE AND OTHER PAYABLES
2023 2022
GBP GBP
Trade payables 55,457 36,722
Accruals and other payables 257,481 174,038
312,938 210,760
-------- --------
12. SHARE CAPITAL / SHARE PREMIUM
Number Share Share
of shares capital premium Total
on issue GBP GBP GBP
Balance as at 30 June 2021 23,200,000 232,000 849,300 1,081,300
Capital Raising 151,812,495 1,518,125 1,904,240 3,422,365
Acquisition of Kathleen Valley 83,543,197 835,432 1,169,605 2,005,037
Conversion of convertible
loan notes 47,775,365 477,754 382,203 859,957
Conversion of warrants 220,000 2,200 8,360 10,560
Warrants issued in lieu of
share issue costs - - (45,861) (45,861)
------------ ---------- ---------- ----------
Balance as at 30 June 2022 306,551,057 3,065,511 4,267,846 7,333,357
Capital Raising 30,266,651 302,667 516,757 819,424
------------ ---------- ---------- ----------
Balance as at 30 June 2023 336,817,708 3,368,178 4,784,603 8,152,781
The Company issued a total of 30,266,651 new fully paid ordinary
shares during the year.
In October and November 2022, the Company completed a placing of
30,266,651 new fully paid ordinary shares with a nominal value of
GBP0.01, raising gross proceeds of GBP908,000 before expenses.
The Directors held the following warrants at the beginning and
end of the year:
Director At 30 Granted At 30 Exercise Earliest Last date
June 2022(1) during the June 2023 price date of of exercise
year exercise
22 Nov 31 Dec
M. Stephenson 7,500,000 - 7,500,000 GBP0.024 2021 2026
22 Nov 31 Dec
L. Daniels 7,500,000 - 7,500,000 GBP0.024 2021 2026
22 Nov 31 Dec
N. Hutchison 5,000,000 - 5,000,000 GBP0.024 2021 2026
22 Nov 31 Dec
L. Mair 2,000,000 - 2,000,000 GBP0.024 2021 2026
------------ -----------
- 22,000,000
(1) as outlined in the prospectus dated 29 October 2021.
The Directors held the following EMI Options at the beginning
and end of the year:
Director At 30 Granted At 30 Exercise Earliest Last date
June 2022 during the June 2023 price date of of exercise
year exercise
M. Stephenson 3,500,000 - 3,500,000 GBP0.024 10 Dec 2021 10 Dec 2026
L. Daniels 2,500,000 - 2,500,000 GBP0.024 10 Dec 2021 10 Dec 2026
=========== ------------ -----------
6,000,000 - 6,000,000
13. SHARE BASED PAYMENT RESERVE AND SHARE BASED PAYMENTS
SHARE BASED PAYMENT RESERVE
2023 2022
GBP GBP
At 1 July 543,813 4,720
Issue of Warrants per prospectus - 479,435
Issue of EMI Options per prospectus - 59,658
Expired Warrants (4,720) 543,813
-------- --------
At 30 June 539,093 543,813
-------- --------
Warrants and Options Number of Number Weighted
in Issue Options in of Warrants average exercise
Issue in Issue price Expiry date
Balance at 30 June - 11,425,000 GBP0.048 31 Dec 2022
2021
Warrants issued during
the year - per the
prospectus - 242,264,111 GBP0.0432 31 Dec 2026
EMI options scheme
issued during the year
- per the prospectus 6,000,000 - GBP0.024 10 Dec 2026
Warrants exercised
during the year - (220,000)
------------ ------------- ------------------
At 30 June 2022 6,000,000 253,469,111 GBP0.0429
------------ ------------- ------------------
Expired during the - (11,425,000) GBP0.048 31 Dec 2022
year
------------ ------------- ------------------
At 30 June 2023 6,000,000 242,044,111 GBP0.0432
------------ ------------- ------------------
During the year the Company raised GBP908,000 (before expenses)
through a Placing of 30,266,651 New Ordinary Shares of GBP0.01 each
("Placing Shares") at a price of 3 pence per Placing Share (the
"Placing"). Investors in the Placing will also receive one
three-year warrant per Placing Share to subscribe for one new
ordinary share at a cost of 4.8p per share. In addition the Company
has also issued 524,000 broker warrants that are exercisable at 3p
for a period of 3 years. Both the investor warrants and broker
warrants are conditional on shareholder approval to increase the
Company's share authorities. At the time of writing, the Prospectus
has been issued and the shareholder approval is being sought at a
general meeting to be held on 8 November 2023.
The market price of the shares at year end was 1.2 pence per
share.
During the year, the minimum and maximum prices were 0.825 pence
and 4.25 pence per share respectively.
SHARE BASED PAYMENTS - WARRANTS AND OPTIONS
No Warrants or Options were issued during the period.
14. CAPITAL COMMITMENTS
There were no capital commitments at 30 June 2022 and 30 June
2023.
15. CONTINGENT LIABILITIES
There were no contingent liabilities at 30 June 2022 and 30 June
2023.
16. COMMITMENTS UNDER LEASES
There were no commitments under operating leases at 30 June 2023
and 30 June 2022.
17. 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
2023 2022
GBP GBP
Current Assets:
Cash and cash equivalents 448,063 1,096,084
Trade and other receivables 135,459 11,520
-------- ----------
Categorised as financial assets at
amortised cost 583,522 1,107,604
-------- ----------
Financial liabilities by category
2023 2022
GBP GBP
Current Liabilities:
Trade and other payables 312,938 210,760
Categorised as financial liabilities
measured at amortised cost 312,938 210,760
-------- --------
All amounts are short term and payable in 0 to 6 months.
Credit risk
The maximum exposure to credit risk at the reporting date by
class of financial asset was:
2023 2022
GBP GBP
Trade and other receivables 123,297 11,520
Cash and cash equivalents 448,063 1,096,084
-------- ----------
571,360 1,107,604
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:
2023 2022
GBP GBP
Bank balances 448,063 1,096,084
-------- ----------
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. A liquidity analysis is not therefore considered
material to disclose.
Currency risk
The Company operates in a global market with income and costs
possibly arising in a number of currencies. The Company's strategic
aim of acquiring asset(s) or business(es) acting as a post
discovery accelerator, is not limited to any specific geo-political
area or jurisdiction. Currently the majority of the Company's
overhead costs are incurred in GBPGBP. The Kathleen Valley Project
is located in Western Australia, and hence the majority of the
exploration and evaluation costs relating to this project are
incurred in $AUD. The Company has not hedged against any currency
depreciation but continues to keep the matter under review.
18. 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 21 - 23.
There were no other related party transactions.
19. EVENTS SUBESQUENT TO YEAR
Fund Raise - post year end
Post year end, the Company announced on the 2(nd) of October
2023 that it raised GBP2m (before expenses) through a Placing of
200m New Ordinary Shares of GBP0.01 each ("Placing Shares") at a
price of 1 pence per Placing Share (the "Placing"). Investors in
the Placing will also receive one two year warrant per Placing
Share to subscribe for one new ordinary share at a cost of 2p per
share ("Investor Warrants").
The Placing has not been underwritten and is conditional on
approval by Shareholders of resolutions, inter alia, granting
authority for the Directors to issue ordinary shares at a General
Meeting ("GM") to be held on 8 November 2023 at 11.00 a.m. at 13th
Floor, 88 Wood Street, London EC2V 7DA.
Appointment of Exploration Geologist
The Company appointed Alastair Goodship, an exploration
geologist with over 14 years of industry experience of leading
discovery-focussed exploration teams in a diverse range of
environments and jurisdictions globally. Alastair has worked across
the exploration spectrum from greenfield and brownfield exploration
to resource definition and feasibility studies. Alistair most
recently worked as a Senior Exploration Consultant with RSCMME Ltd
and technical advisor to Trinity Metals Group.
Appointment of Joint Broker
Shard Capital Partners LLP was appointed as joint broker,
alongside SI Capital.
Option Agreement with Liontown Resources to Explore for
Lithium
Post year end the Company announced that, together with the
other owners of the Kathleen Valley licence ("Licence"), it had
entered into an option agreement with LBM (Aust) Pty Limited, a
subsidiary of Liontown Resources Limited (ASX: LTR) ('Liontown'),
granting Liontown the option to explore for lithium on the Kathleen
Valley Licence Area in Western Australia ('KV Project').
Liontown to invest AUD$100,000 in Mila through a convertible
loan
This is based on the following principal terms:
1. the Notes are repayable by conversion into Mila Shares at a
price to be determined on Mila's next fundraise;
2. Mila may repay the Notes without penalty after 31 December
2023;
3. Liontown may redeem the Notes following the occurrence of
usual events of default or if the Notes have not been converted
into Mila Shares by 30 November 2023; and
4. the Notes carry no interest except on the occurrence an event
of default, when interest at 10% per annum will become payable.
Amendments to Kathleen Valley Earn-In Agreement
Post year end the Company announced that it has entered into a
deed of amendment with Trans Pacific Energy Group Pty Ltd ("TPE")
and New Generation Minerals Limited ("NGM"), the other owners of
the Licence, making certain amendments to the Earn-In Agreement
between them dated 29 October 2021 ("Earn-In Agreement") as part of
the re-listing of the Company on the LSE in November 2021.
Summary of key amendments
-- increase its Participating Interest in the Licence from its
current 30% to 80% on the issue of the Stage Two Consideration
Shares;
-- increase its ownership of the current Lithium rights from 50%
to 80% on the issue of the Stage Three Consideration Shares,
representing 16% of the Lithium Rights following full exercise by
Liontown of its option; and
-- at any time when the Parties are not conducting a physical
drilling campaign, reduce Mila's liability for expenditure to
maintain the Licence to its Participating Interest (currently
30%).
20. 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 info@milaresources.com
Mila Resources Plc
Jonathan Evans
Tavira Financial Limited +44 (0) 20 7100 5100
Nick Emerson
SI Capital +44 (0) 20 3143 0600
Susie Geliher
St Brides Partners Limited +44 (0) 20 7236 1177
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END
FR UASOROWUROAA
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October 31, 2023 10:00 ET (14:00 GMT)
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