TIDMSRES
RNS Number : 6602A
Sunrise Resources Plc
24 January 2024
SUNRISE RESOURCES PLC
("Sunrise" or the "Company")
24 January 2024
Audited Results for the year to 30 September 2023
Sunrise Resources plc is pleased to announce its Chairman's
Statement and audited results for the year ended 30 September
2023.
The Company will announce posting of its Annual Report and
Financial Statements which will also be published on the Company's
website along with Notice of the Annual General meeting in due
course.
For more information please contact:
Sunrise Resources plc Tel: +44 (0)1625 838 884
Patrick Cheetham, Executive
Chairman
Tel: +44 (0)207 628 3396
Beaumont Cornish Limited
Nominated Adviser
James Biddle/Roland Cornish
Tel: +44 (0)207 469 0930
Peterhouse Capital Limited
Broker
Lucy Williams/Duncan Vasey
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 which forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ('MAR'). Upon the publication of this announcement via
Regulatory Information Service ('RIS'), this inside information is
now considered to be in the public domain.
Qualified Person Information:
The information in this release has been compiled and reviewed
by Mr. Patrick Cheetham (MIMMM, MAusIMM) who is a qualified person
for the purposes of the AIM Note for Mining and Oil & Gas
Companies. Mr. Cheetham is a Member of the Institute of Materials,
Minerals & Mining and also a member of the Australasian
Institute of Mining & Metallurgy.
Chairman's Statement
Dear Shareholders,
I am pleased to present your Annual Report for 2023 which covers
the financial year ended 30 September 2023.
The Operating Review of this Annual Report describes
developments on the Company's projects in 2023 and includes details
of market developments and market projections for natural pozzolan,
the key supplementary cementitious material on which our CS and
Hazen projects in Nevada, USA, are based.
For some time now our efforts have been focussed on finding an
industry partner to help develop our mine-ready CS Project and we
are currently in discussions with a number of possible partners. I
appreciate that for shareholders, and indeed for the Board, the
progress in finding an industry partner is disappointingly slow.
Consumers of performance industrial minerals are conservative and
slow to make decisions to take up new products, like natural
pozzolan, to replace established products. But the industry is
changing and demand for pozzolan is now growing. We are in the
fortunate position that we can maintain our interest in the project
at low cost whilst partner discussions continue. Our CS Project is
large and very high quality and can be brought into production in a
relatively short time frame.
Following the Roman era of cement production and the 20(th)
Century period when natural pozzolan was used extensively in major
dam projects in the USA, we are now entering a new era for natural
pozzolan which is already contributing to the decarbonisation of
the cement and concrete industries globally through the production
of blended cements with a lower embodied carbon content. In the USA
the consumption of cementitious materials is forecast to increase
at a 10% annualised rate from just over 129 million tonnes in 2021
to over 154 million tonnes by 2030. However, the production of
ordinary Portland cement will largely be static as no new cement
plants are likely to be built, nor clinker production expanded. The
increased consumption of cement will mainly come from increased use
of blended cements where ordinary Portland cement is blended with
supplementary cementitious materials such as natural pozzolan.
Production of natural pozzolan is forecast to increase from a level
of around 1.2 million tons per annum today to nearly 6 million
tonnes per annum by 2030 with 62% of the 2030 supply expected to
come from California and Nevada based on known resources which
includes those held by Sunrise Resources.
In addition to our large deposits of natural pozzolan, our
portfolio of industrial minerals projects includes the Pioche
Sepiolite Project in Nevada, a low-cost acquisition which is under
option to Tolsa, the world's largest sepiolite producer. Tolsa has
carried out trenching and drilling in 2023. This has defined a
large body of sepiolite bearing clay but further work is required
to better understand the commercial properties of the Pioche
sepiolite and determine the best processing methods and range of
commercial products that might be produced at Pioche. Consequently,
at the end of December 2023, the Company agreed to extend Tolsa's
option to purchase the Pioche project in exchange for a further
option fee payment of US$100,000 and an increase in the option
exercise price from US$1.25 million to US$1.4 million. Sunrise will
be entitled to a 3% gross revenue royalty on production of
sepiolite if the option is exercised, which we believe now has an
increased probability.
The prospect of royalty cash flow has also advanced at two other
projects in 2023. Our 2% royalty on the Garfield Project was
brought into focus earlier this year when the property operator,
Golden Metal Resources, announced that a significant copper
porphyry system was identified at Garfield following the results of
a high-resolution soil geochemical sampling survey. The pace of
exploration is also increasing around our Jacksons Wash Claims
which major gold producer Kinross holds an option to purchase
subject to Sunrise retaining a 2.5% royalty.
The Company holds several additional projects in Nevada and
Australia. This includes the Reese Ridge Project in Nevada where
field work this year resulted in the discovery of outcropping high
grade zinc mineralisation. The results from 3D conductivity
modelling of electromagnetic data have identified conductivity
anomalies directly below the surface mineralisation which may
represent a body of sulphide mineralisation of economic interest.
The Project is now drill ready.
Other than this, we have not carried out significant exploration
this year as we have sought to preserve funds in what remains a
very difficult market for junior exploration companies. We were
fortunate to have raised a total of GBP480,000 at the beginning of
the financial year and we operate with a low cost base, sharing
administration costs with Tertiary Minerals plc.
Following the end of the reporting period, in November 2023, and
as a contingency measure, the Company carried out a split of its
share capital and a buy-back and cancellation of deferred shares.
The net result was to lower the par value of its ordinary shares to
a level that is now well below market value allowing the Company to
raise funds via the issue of new equity in future.
Our next Annual General Meeting will be held in London on 22
February 2024. At this AGM we will be seeking approval for
resolutions to allow for the issue of new shares and the
disapplication of pre-emption rights as we usually do. Without the
first of these resolutions the Company cannot issue new shares at
all. The second resolution allows the Company to issue shares for
cash other than strictly pro-rata to existing shareholders. For
example, it allows for rounding of entitlements and to exclude the
issue of shares to shareholders in jurisdictions where it would be
illegal. Rights issues are, in any event, prohibitively expensive
for small companies and these resolutions will allow the directors
flexibility to issue new shares to raise funds as and when
necessary, up to a limit that is rarely used.
I urge shareholders to support these resolutions as, until such
time as the Company is self-funding, the Company needs to be able
to issue shares to raise funds to continue as a going concern.
We look forward to welcoming shareholders at the AGM and to
reporting the Company's progress in 2024.
Patrick Cheetham
Executive Chairman
23 January 2024
Strategic Report
The Directors present their Strategic Report for the year ended
30 September 2023.
The principal activity of the Company is the acquisition,
exploration and development of mineral projects, primarily in the
western USA.
Our strategy is to develop cash flow from the Company's key
projects, through joint mine developments, project sales and joint
ventures as well as royalty interests, in order that the Company's
activities become self-funding.
The Company's Business Model is to acquire 100% ownership of
mineral assets at minimal expense. This is usually accomplished
through the identification of exploration opportunities and low
cost claim staking or applying for exploration licences from the
relevant authority. This is the case for all but one of the
Company's projects. In other cases, rights are negotiated with
existing project owners for initially low periodic payments that
rise over time as confidence in the project value increases as is
the case for the Bay State Silver Project.
The Group currently operates with a low-cost base to maximise
the funds that can be spent on value adding exploration and
development activities. The Company's administration costs are
reduced via a cost sharing Management Services Agreement with
Tertiary Minerals plc ("Tertiary").
The Company's ambition is to deliver on this strategic plan and
details of the Company's projects and developments during the
reporting period are given in the Operating Review.
Until the Company becomes profitable and self-funding, its
operations are financed by periodic capital raisings, through
private share placings, the issue of other financial instruments
and through project sales and joint ventures. Where possible the
Board will seek to secure additional funding from a range of
sources, for example debt funding, pre-financing through offtake
agreements and other joint arrangements.
Over the past few years, the Company has established a valuable
portfolio of drill-ready precious metal, base metal and industrial
mineral projects. Our strategy remains to valorise those projects
through sale or other arrangements seeking, wherever possible,
free-carried exposure to increases in value and production from the
projects.
Organisation Overview
The Group's business is directed by the Board and is managed by
the Executive Chairman. The Company has a Management Services
Agreement with Tertiary which was the original parent of the
Company. Under this cost sharing agreement, Tertiary provides all
of the Company's administration and technical services, including
the technical and management services of the Executive Chairman, at
cost. Day-to-day activities are managed from Tertiary's offices in
Macclesfield in the United Kingdom, but the Group operates in two
other countries and the corporate structure of the Group reflects
the historical pattern of project acquisition by the Group and the
need, where appropriate, for fiscal and other reasons, to have
incorporated entities in particular territories.
The Group's exploration activity in Nevada, USA, is undertaken
through two local subsidiaries, SR Minerals Inc. and Westgold
Inc.
In Australia, the Company operates through an Australian
subsidiary, Sunrise Minerals Australia Pty Ltd.
The Board of Directors comprises two independent non-executive
directors and the Executive Chairman. The Executive Chairman is
also Executive Chairman of Tertiary, but otherwise the Board is
independent of Tertiary. Tertiary is not a significant shareholder
(as defined under the AIM Rules) in the Company.
Financial & Performance Review
The Group is not yet producing minerals and so has no income
other than a small amount of bank interest and payments from
project transactions. Consequently, the Group is not expected to
report profits until it disposes of or is able to profitably
develop or otherwise realise the value of its exploration and
development projects.
The Group reports a loss of GBP391,291 for the year (2022:
GBP478,223) after administration costs of GBP425,419 (2022:
GBP291,860). The loss includes expensed pre-licence and
reconnaissance exploration costs of GBP3,753 (2022: GBP5,638), and
other income of GBP36,881 (2022: GBP13,474) being an option fee
paid by Tolsa USA, Inc. in connection with the Pioche Project and a
lease payment made by Kinross Gold U.S.A., Inc. in connection with
the Jacksons Wash Project. Administration costs include a charge of
GBP5,319 (2022: GBP1,087) relating to the value of certain share
warrants held by employees of Tertiary and by third parties
calculated in accordance with IFRS 2.
The Financial Statements show that, at 30 September 2023, the
Group had net current assets of GBP212,009 (2022: GBP155,776). This
represents the cash position and receivables, less trade and other
payables. These amounts are shown in the Consolidated and Company
Statements of Financial Position and are also components of the net
assets of the Group. Net assets also include various "intangible"
assets of the Company. As the term suggests, these intangible
assets are not cash assets but include some of this year's and
previous years' expenditure on mineral projects where that
expenditure meets the criteria in Note 1(d) of the accounting
policies. The intangible assets total GBP2,409,311 (2022:
GBP2,503,812) and a breakdown by project is shown in Note 2 to the
financial statements.
Details of intangible assets, investments and right of use
assets are also set out in Notes 9, 8 and 17 respectively.
Net assets also include the market value at the year-end of
shares in VR Resources Ltd and Power Metal Resources plc which are
held as "available for sale" investments as set out in Note 8.
Impairment
Expenditure which does not meet the criteria for continued
capitalisation set out in Note 1(n), such as pre-licence and
reconnaissance costs, are expensed and added to the Company's loss.
The loss reported in any year can also include expenditure for
specific projects carried forward in previous reporting periods as
an intangible asset but which the Board determines is "impaired" in
this reporting period.
It is a consequence of the Company's business model that there
will be impairments of unsuccessful exploration projects from time
to time. The extent to which expenditure is carried forward as
intangible assets is a measure of the extent to which the value of
the Company's expenditure is preserved.
Biannual reviews are carried out by the Directors as to whether
there are any indications of impairment of the Group's assets.
An impairment review of the carrying values of exploration and
development projects (and in the Company, the associated
intercompany loans) as at 30 September 2023 was undertaken by the
Directors under IFRS 6 and IAS 36. As a result of the year-end
review it was judged that no projects or intercompany loan should
be impaired. Further information on the judgements made can be
found in the Operating Review. Projects which are held for sale or
joint venture have not been impaired as it is anticipated that
their carrying values will be recovered through sale or through
residual joint venture interests in future.
The intangible asset value of a project, shown at cost, should
not be confused with the realisable or market value of a particular
project which will, in the Directors' opinion, be at least equal in
value and often considerably higher. Hence the Company's market
capitalisation on the AIM Market is usually in excess of the net
asset value of the Group.
The Company finances its activities through issue of share
capital placings and other arrangements, and, occasionally, asset
sales. As the Company's projects become more advanced there may be
strategic opportunities to obtain funding for some projects through
joint venture, production sharing, royalty and other marketing
arrangements.
Key Performance Indicators
The financial statements of a mineral exploration and
development company can provide a moment in time snapshot of the
financial health of a company but do not provide a reliable guide
to the performance of the Company or its Board.
The usual financial key performance indicators ("KPIs") relating
to financial performance are neither applicable nor appropriate to
measure the value creation of a company which is involved in
mineral exploration and development which currently has no
turnover. The applicable KPIs are predominantly qualitative rather
than quantitative and relate to the success, or otherwise, of
exploration and mineral discovery on the Group's projects which is
extensively covered in the Operating Review of the Strategic
Report.
The Company does seek to reduce overhead costs, where
practicable, but is reporting higher administration costs this
financial year of GBP425,419 (2022: 291,860). This is in part due
to legal costs associated with agreements, increases in audit fees
and nominated advisor and broker fees, together with foreign
exchange variances during the year.
In exploring for valuable mineral deposits, we accept that not
all our exploration will be successful but also that success can be
rewarding. We therefore expect that our shareholders will be
invested for the potential for capital growth taking a long-term
view of management's track record in mineral discovery and
development.
Fundraising
The Directors prepare annual budgets and cash flow projections
that include the proceeds of future fundraising necessary within
the next 12 months to meet the Group's overheads and planned
discretionary project expenditure. The successful raising of
finance is required based on projections to enable the Group and
Company to meet their liabilities as they fall due and continue to
operate on a going concern basis.
Operating Review
Sunrise Resources plc is a mineral exploration and development
company with operations in Nevada, USA, and Western Australia.
The Company's projects in Nevada are held through two 100% owned
subsidiary companies, SR Minerals Inc., which holds the Company's
industrial minerals and certain longer established projects, and
Westgold Inc. which holds the company's interest in more recently
acquired projects in Nevada. The Company's Baker's Gold Project in
Australia is held through an Australian subsidiary, Sunrise
Minerals Australia Pty Ltd.
Industrial Minerals Projects
CS POZZOLAN-PERLITE PROJECT, NEVADA
The Company's CS Pozzolan-Perlite Project in Esmeralda County,
Nevada, USA, covers large deposits of natural pozzolan and perlite
and is planned as the Company's first mine development project.
Large deposits of both industrial minerals have been defined by
mapping, trenching, drilling and bulk sampling with 14.5 million
tons of pozzolan and 1.3 million tons of perlite included in the
mine plan. An additional area, the Northeast Zone, presents a large
additional target for natural pozzolan so far defined only by one
drill hole and surface sampling.
The value of the market for pozzolan is substantially higher
than that for perlite and the deposits of natural pozzolan at the
CS Project are far larger than the deposits of perlite. In
addition, perlite is itself a natural pozzolan. Consequently, the
Company is focused on the production of natural pozzolan for the
time being.
For some time now the Company has been in discussions with
various groups with the objective of securing investment and
material offtake agreements for the development of the project.
These discussions usually involve extensive testing of the
material, both in its own right and as a blend with proprietary
cements and/or cement blends. Currently, the Company is in talks
and with a number of groups including cement producers and a
producer of natural pozzolan.
The CS Project is "mine ready" with the key operating permits
already in place. The Company is able to maintain this mine-ready
status at low cost and with no time constraints as to when mining
must start, save for periodic renewals of the air quality permit
and payment of annual claim fees.
What is Natural Pozzolan?
Natural pozzolan is a naturally occurring Supplementary
Cementitious Material ("SCM") that is used to partially replace and
reduce the use of ordinary Portland cement, a major source of the
greenhouse gas CO(2) in cement mixes, concrete and mortars.
Natural pozzolan also takes the place of coal fly ash pozzolans,
the supply of which is rapidly declining in the western world due
to the continued closure of coal-fired power stations.
The natural pozzolan on the Company's projects in Nevada is a
pozzolanic volcanic glass that needs only to be ground to be used
as a SCM.
What is Perlite?
Perlite is a glassy raw material which expands on heating by up
to 20 times in volume into a white or pale coloured low-density
material. Expanded perlite is used in various industrial and
household applications such as insulation, paint texturing, plaster
and concrete fillers, building material fillers, formed insulation
and fire-proofing. It also has application as filter aids,
insulating industrial cryogenic storage vessels and as a potting
medium in gardening and horticulture to aid water retention and
aeration of the soil. In recent years, especially during the Covid
lockdown period, one of the largest areas of growing demand was for
large-scale hydroponic farming resultant of the legalisation of
cannabis in many US states.
According to the United States Geological Survey ("USGS"),
production of raw perlite in the USA was steady in 2022, at around
880,000 tons with a modest 5% rise in demand being met by an
increase in imports rather than an increase in domestic production.
Demand for perlite for use in horticulture has weakened, as some
growers substitute perlite with cheaper wood fibre, and there has
been a levelling off in demand from the cannabis growing market
post-Covid.
The Role Of Natural Pozzolan In CO(2) Net-Zero Strategies
The development of the Company's natural pozzolan projects are
taking place against a background of fundamental change in the
cement and concrete industries; a change which is being driven by
climate change targets to achieve net zero CO(2) emissions.
After water, concrete is the most used substance on Earth.
Whilst 14 billion cubic metres of concrete were poured globally in
2020, this is forecast to increase to 20 billion cubic metres
annually by 2050 with continuing global urbanisation and population
growth. This activity is currently responsible for 8% of the
world's man-made emissions, half of which comes from the burning of
fuel and the other half by direct release of CO(2) from burning
limestone in the cement clinker stage of production of ordinary
Portland cement ("OPC").
Net zero CO(2) targets are therefore a major challenge for the
cement and concrete industries but one they must meet. In the US,
as elsewhere around the world, these targets are enshrined in State
legislation, industry-body commitments and are increasingly driven
by cement and concrete customers and specifiers. In addition, one
of the Implementation Priorities in US President Biden's November
2021 Executive Order "Implementation of the US$1.2 trillion
Infrastructure Investment and Jobs Act" is "building infrastructure
that is resilient and that helps combat the crisis of climate
change". This will result in priority being given to greener and
more sustainable building materials in contracts awarded under the
Infrastructure Bill.
Another significant development which advances the potential of
natural pozzolan was the enactment of The Inflation Reduction Act
of 2022. This Act includes a US$5.8 billion package of grants,
rebates and loans for decarbonisation of heavy industries like
steel and cement. A key element for the transition of large cement
companies to a lower carbon footprint is to incorporate SCMs into
their cement formulations. The packages introduced by The Inflation
Reduction Act of 2022 specifically provide funding for
manufacturers that install equipment capable of slashing greenhouse
gas emissions.
Southern California is a major target market for the Company's
CS Project and California has the largest economy of all the US
States. In September 2021, in the first law of its kind in the US,
California's Carbon Cap-and-Trade scheme was signed into
legislation and directly targets greenhouse gas emissions
associated with the cement industry. This Cement Decarbonization
legislation is focused on achieving net zero emissions from the
industry by the end of 2045. It works by putting a periodically
declining limit on carbon emissions for a given entity, allows
those entities to trade unused allowances but imposes fines on any
entity exceeding its allowance. Experts believe this will pave the
way for similar Federal legislation in the US.
2021 also saw the publication by The US Portland Cement
Association of its road map to carbon neutrality. A key component
for this road map is the production of blended cements whereby OPC
is diluted with either limestone (1L cement) or natural pozzolan
(1P cement) or both in a ternary blend (1T cement) either by
inter-grinding with OPC clinker stage or by blending ground
limestone or natural pozzolan with ground OPC.
A clear trend is emerging where cement companies are moving
towards the production of blended cements in distinct steps,
concentrating initially on the production of 1L cement where circa
10% limestone is blended with OPC. This is an easy win for the
cement companies as limestone is always available locally as the
main source of cement clinker. However, this does not add anything
to the durability of concrete as natural pozzolan does.
The next evolutionary step being adopted by the industry is the
production of 1T cements where both limestone and an SCM such as
natural pozzolan (or fly-ash or blends of fly-ash and natural
pozzolan) can be used to dilute OPC by up to 50% and improve the
sustainability of concrete made with blended cements.
Due to their high carbon emissions, cement plants have
difficulty expanding their OPC production and it is unlikely that
any new OPC cement plants will be built in the foreseeable future.
The production of blended cements not only provides for more
durable and sustainable concrete with lower embodied carbon, but it
also allows a cement company to sell more cement per ton of OPC
clinker capacity. The production of clinker is often the volume
limiting step to cement production.
This is an important consideration particularly as cement
companies are currently operating at full clinker capacity. It
does, however, require investment in additional grinding
capacity.
The Role Of Natural Pozzolan In Sustainable Development
In addition to building greener structures, a key part of
sustainability in the concrete industry is the building of more
durable structures with longer life.
Whereas "Roman concrete" structures made with natural pozzolan
have survived for millennia, some concrete structures from parts of
the 20(th) century made with OPC are susceptible to "concrete
cancer". This is due to the reaction of alkalis in OPC with
"reactive" silica in concrete aggregates and results in expansion,
cracking and spalling of the concrete (Alkali Silica Reaction or
"ASR").
As high-quality aggregate supplies for concrete become scarcer,
the concrete industry is having to use more reactive aggregates
that can severely impact the quality of the resulting concrete.
The use of high quality SCMs such as natural pozzolan will
mitigate ASR by tying up and immobilising the alkalis in cement,
preventing their reaction with silica in the aggregates. So much so
that the use of pozzolans is often mandated by State Departments of
Transport for public infrastructure construction work to ensure
more sustainable structures.
Sustainability, and ASR mitigation in particular, is therefore a
significant factor in choosing the use of natural pozzolan in net
zero CO(2) strategies.
Of all the strategies being adopted by the cement and concrete
industries, only the use of SCMs can mitigate ASR and so we expect
to see natural pozzolan used in conjunction with other CO(2)
reduction strategies.
Pozzolan Market Study
During the year the Company released the findings of a market
study commissioned by the Company with Cement Distribution
Consultants of Amsterdam ("CDC") to evaluate market opportunities
and market growth predictions for cement and the use of SCMs,
including natural pozzolan, in the USA, and California and Nevada
in particular which are being targeted by the Company with its CS
and Hazen natural pozzolan projects in Nevada.
The market study provides the Company with a detailed breakdown
of cement markets, county by county in California and for the two
main population centres in Nevada (Reno-northern Nevada and Las
Vegas-Henderson). It also details the production profiles of all
cement producers and ready-mix companies in these two states and
details movements of cement within and between different US
states.
Moreover, the report is helping the Company to identify a wider
range of potential partners for the development of its natural
pozzolan projects in Nevada.
Cement Markets
California's cement production of around 10.7 million tons per
annum ("mtpa") is located almost entirely in southern California.
CalPortland Cement ("CPC", a subsidiary of Japan's Taiheiyo Cement
Corporation) is the largest cement producer in California with an
installed capacity of 4.5 mtpa. Cemex is second with 3.1 mtpa and
Mitsubishi is the third largest with a capacity of 1.4 mtpa. A
fourth cement plant, Tehatchapi, has a capacity of 0.9 mtpa and is
owned by Unacem of Peru which operates in the US through Drake
Cement. The California plants are believed to be working at
high-capacity utilisation.
Only CalPortland's Redding plant, with a capacity of about 0.6
mtpa, supplies northern California directly following the closure,
on environmental grounds, of Heidelberg Cement's Permanente plant
at Cupertino near San José in northern California.
The cement market in Nevada is much smaller than in California.
Nevada's cement consumption in 2022 was 1.7 million tons ("mt"). Of
this volume about 0.7 mt is produced in Nevada's only cement plant
at Fernley by Nevada Cement (Eagle Materials) and the rest is
supplied from California, Arizona and Utah. Nevada Cement has a
rail terminal in Sacramento, supplied from its Fernley cement
plant, and it has recently purchased a ship import terminal in
Sacramento.
The California cement market is strongly influenced by the
overall cement market in the wider Southwest US as the combined
states of Nevada, Arizona, Utah, New Mexico and Colorado have a
structural cement deficit which is compensated from the cement
plants in southern California.
When cement consumption is low in the region, the region is
largely self-sufficient with only small inflows from the large
cement plants in southern California. These plants then supply a
significant part of their production by rail to the northern
California market. In these periods (e.g. during and after the 2008
- 2011 financial crisis) there are no cement imports into
California.
When cement consumption in the southwest US grows, an overall
deficit builds and this is then filled by the cement plants in
southern California which direct their output more to the region
and reduce the supply (by rail) to northern California. The
corresponding shortage in northern California is then resolved by
imports from Asia via the ship terminals. The ship terminals are
mainly owned by the cement producers. When cement demand in the
southwest US grows further the cement plants in southern California
direct more cement to the region and when they cannot fully supply
the southern California market anymore the local cement terminals
in the port of Los Angeles, Long Beach open up. Here, also, the
import terminals are owned by the cement producers.
Ready-Mix Companies
Most cement and SCM's are destined, with sand and gravel
aggregates, for the production of concrete in pre-cast concrete
structures or for use by the ready-mix industry.
In California and Nevada, the production and sale of concrete is
dominated by the major cement producers which are vertically
integrated. Nevertheless, there are a significant number of large
independent ready-mix companies owned by non-cement producing
materials (aggregate) companies, some of which are showing interest
in adding natural pozzolan to their mix of products.
Natural Pozzolan
All of the cement producers in southern California have shown
interest in natural pozzolan as an SCM and CPC is currently
permitting a deposit of natural pozzolan near to their Mohave
cement plant in southern California. In northern Nevada, Nevada
Cement is producing natural pozzolan from a third-party quarry near
Reno.
Production of natural pozzolan is currently taking place at
dedicated grinding plants in Utah (Geofortis) and Arizona (Kirkland
Mining & Drake Cement) where the market is either internal or
with the ready-mix companies and with fly ash suppliers producing
blended fly ash/natural pozzolan products.
Market Forecasts
CDC has provided the Company with forecasts to 2030 of
consumption and production of cement and the three main
volumetrically important SCMs - fly ash, ground granulated blast
furnace slag ("GGBS") and natural pozzolan. This data has been
provided independently from the market study commissioned by the
Company. The forecasts are detailed and cover every state in the
USA. CDC has also provided 2021 figures for comparison which is
taken as a baseline year when use of natural pozzolan was in its
infancy.
Tables 1, 2 and 3 show the 2030 forecasts and 2021 comparisons
for the US as a whole, and for California and Nevada
separately.
Considering the US as a whole, Table 1 shows that:
-- the consumption of cementitious materials (including ordinary
Portland cement) is forecast to increase at an annualised rate of
10% from just over 129 million tonnes to over 154 million tonnes by
2030.
-- the production of ordinary Portland cement will reduce,
albeit marginally, as no new cement plants will be built and no
existing plants will be expanded so cement clinker production will
be relatively steady.
-- the increased consumption of cement will come entirely from
increased use of the main SCMs through the production of blended
cements or by blending SCMs and cement at the ready-mix or casting
plants or at various cement terminals.
-- fly ash production will reduce from over 24.3 mtpa in 2021 to
15.7 mtpa in 2023 but consumption will increase and be met from
overseas imports and/or reclamation of historically ponded fly
ash.
-- US consumption and production of GGBS will increase marginally, constrained by domestic and international availability, and changing iron and steel making technologies.
-- US consumption and production of natural pozzolan will
increase from a very low base to nearly 6 mtpa by 2030.
Whilst looking at the US as a whole is instructive, when those
same statistics are considered on a state-by-state basis there are
substantial regional differences. These differences arise due to
the availability of different SCMs in different states, transport
costs and state-to-state infrastructure etc., as well as varying
state legislation on mandating SCM use and decarbonisation of the
cement industry.
Of primary interest to Sunrise are the target markets in
California and Nevada.
Tables 2 and 3 show comparable statistics for California and
Nevada respectively for 2021 and 2030. The tables show that:
-- production of cement will increase in both states through
increased use of SCMs in line with predicted national trends.
-- consumption of fly ash will increase only marginally and the
production of fly ash in Nevada will cease. This reflects the lack
of fly ash production and ponded fly ash in California and
Nevada.
-- production of natural pozzolan will increase substantially in
both states based on known resources of volcanic natural pozzolan
which include the Company's Hazen and CS Projects in Nevada.
-- California and Nevada together are expected to produce 62% of all SCMs consumed in the US.
The Company's natural pozzolan projects are well placed to
benefit from these structural changes in the cement and concrete
industries and the forecast increase in the market for natural
pozzolan.
Table 1. Total US Cement & SCM Consumption 2021 &
2030
2021 2030
Total Cement + SCM Consumption 129,439,000 154,692,000
------------ ------------
Cement 109,913,000 108,284,000
SCM (All) 19,526,000 46,408,000
Fly Ash
US Consumption 10,651,000 29,806,000
US Production 24,338,000 15,710,000
Imports or Reclaimed from Landfill 500,000 14,096,000
------------ ------------
Surplus (Landfill & Other) 14,187,000 -
Ground Granulated Blast Furnace
Slag
US Consumption 8,335,000 10,875,000
US Production 6,200,000 7,750,000
------------ ------------
US Imports from Overseas 2,135,000 3,125,000
Natural Pozzolan
US Consumption 540,000 5,726,000
US Production 520,000 5,726,000
US Imports from Overseas 20,000 -
------------------------------------ ------------ ------------
Table 2. California Cement & SCM Consumption 2021 &
2030
2021 2030
Total Cement + SCM Consumption 12,649,000 15,116,000
----------- -----------
Cement 10,741,000 10,581,000
SCM (All) 1,908,000 4,535,000
Fly Ash
State Consumption 965,000 1,255,000
State Production - -
Imports from Other States (inc.
Reclaimed) 803,000 513,000
Imports from Overseas 162,000 742,000
Ground Granulated Blast Furnace
Slag
State Consumption 653,000 852,000
State Production - -
Imports from Other States 3,000 74,000
Imports from Overseas 650,000 778,000
Natural Pozzolan
State Consumption 290,000 2,428,000
State Production 280,000 1,800,000
Exports to other states 10,000 628,000
Imports from overseas 20,000 -
--------------------------------- ----------- -----------
Table 3. Nevada Cement & SCM Consumption 2021 & 2030
2021 2030
Total Cement + SCM Consumption 2,037,000 2,435,000
---------- ----------
Cement 1,730,000 1,704,000
SCM (All) 307,000 731,000
Fly Ash
State Consumption 267,000 339,000
State Production 93,000 -
Imports from Other States (inc.
Reclaimed) 174,000 329,000
Imports from Overseas - -
Ground Granulated Blast Furnace
Slag
State Consumption - -
State Production - -
Imports from Other States - -
Imports from Overseas - -
Natural Pozzolan
State Consumption 40,000 391,000
State Production 20,000 1,100,000
Exports to Other States 20,000 709,000
Imports from Overseas - -
--------------------------------- ---------- ----------
HAZEN NATURAL POZZOLAN PROJECT, NEVADA
The Hazen Pozzolan Project is located in Churchill County in
Northern Nevada 32km by road from the town of Fernley and 38km by
road from the County town of Fallon.
The Company's mining claims were staked in June 2021 to cover a
deposit of glassy pumice targeted as a natural pozzolan. Pumice is
currently mined elsewhere in the US as natural pozzolan and at
Hazen was mined as a lightweight aggregate from a shallow open pit
some decades ago.
The Hazen pozzolan deposit is just 9km from a rail siding on the
arterial east-west Union Pacific line and is therefore well
positioned for rail transport to the regional markets of northern
California, points east, as well as the local markets around Reno
and northern Nevada. Its location is therefore complementary to the
Company's CS Pozzolan-Perlite Project which is targeting different
cement and concrete markets in southern California and the
expanding adjacent cities of Las Vegas and Henderson in southern
Nevada.
Whilst the Hazen Project is less advanced than the CS Project,
the Company's laboratory testwork to date has shown that the
material present in the pit is of similar high quality to the CS
Project pozzolan. It exceeds the specifications of ASTM standard
C618 and mitigates the deleterious alkali silica reaction that
occurs when concrete is made using reactive aggregates.
The Hazen pumice has the additional property that it is
lightweight and so it will also be evaluated for its potential as a
lightweight aggregate for use in lightweight concrete blocks and
facing stones.
Further work is required to determine the extent of the Hazen
deposit although indications are that the pumice extends several
hundred meters beyond the limits of the existing open pit.
At the end of 2022, the Company entered into a collaborative
arrangement with an existing processor of natural pozzolan for
mining and test grinding of a bulk sample of the Company's Hazen
natural pozzolan deposit in northern Nevada. At its own cost the
processor mined a 250-ton bulk sample of Hazen natural pozzolan and
shipped the bulk sample to its process plant to be processed. This
bulk sample has not yet been processed due to plant availability
and the processor's own priorities.
PIOCHE SEPIOLITE PROJECT, NEVADA
The Pioche Sepiolite Project (the "Pioche Project") is located
close to the historic mining town of Pioche in Lincoln County,
Nevada. It lies within 4km of US Highway 93, from which it can be
accessed by a network of 4WD tracks, and 47km from rail at the town
of Caliente, Nevada.
The Pioche Project was originally identified whilst evaluating
the area for deposits of natural pozzolan and was acquired by claim
staking at low cost. High-grade sepiolite was subsequently
identified in outcrop.
What is Sepiolite
Sepiolite is a non-swelling, lightweight, porous clay with
outstanding sorption capacity. The largest market globally for
sepiolite is for use in lightweight non-clumping pet litters, where
it has superior properties compared to other clays used in this
application. It is also used extensively in agriculture as a
slow-release absorbent and adsorbent carrier for chemicals and
pesticides, in animal feeds as a binder and carrier for nutrients
and growth promoter. It is also used as a suspending agent in
paints, medicines, pharmaceuticals and cosmetics, and in high
temperature drilling muds.
Sepiolite is a very uncommon clay and there are very few
commercial deposits in the world, and, with one exception, there
are no significant sepiolite deposits known in the US, so a large
potential market would exist for any new US producer of
sepiolite.
The Pioche Project claims are currently under option to Spanish
company, Tolsa S.A. ("Tolsa"), the world's largest producer of
sepiolite. Tolsa may purchase the Pioche Project for US$1.4 million
and an ongoing payment to Sunrise of a 3% royalty. This option
expires on 28 December 2024.
If the option is exercised, SR Minerals Inc. will retain a 3%
royalty on all minerals and mineral materials produced and sold
from the Pioche Project claims and any further claims acquired by
either party in a 2-mile radius of the external boundary of the
original claims (the "Mineral Products Royalty"). The Mineral
Products Royalty is calculated as gross revenue less sales bonus,
commissions, rebates and any other discounts provided to unrelated
third parties. The Mineral Products Royalty will be payable from
the commencement of commercial production for a period of 25 years
and a nominal advance royalty of US$50,000 per annum will be paid
if production is not started for any reason within 5 years from 28
June 2022.
Twenty per cent of all payments, including royalties, will be
payable by the Company as a success fee to an unrelated third
party, a sepiolite industry specialist, who brokered the agreement
with Tolsa.
During the year, Tolsa doubled the claim area for the Pioche
Project and completed topographic surveys, trenching and a drilling
programme. The drill programme was carried out using an auger drill
mounted on a Ford F550 truck and hauled from Tolsa USA, Inc.'s
Casper Wyoming mine area.
Twenty drill holes were completed for a total of 929.5 linear
ft. Holes were drilled to an average depth of 47ft reflecting the
shallow occurrence of sepiolite amenable to open-pit mining. The
drill holes were spaced relatively evenly over an area of 2km x
1.1km, where track access allowed and where surface disturbance
could be minimised. A helical drill stem was used to extract the
samples and sepiolite, and samples were then cut from the materials
retained on the auger drill stem on extraction from the ground.
Good recovery was achieved.
The drilling, taken together with trenching, has confirmed two
main levels of medium-high grade sepiolite clay and 166 samples
were taken and shipped to Tolsa's laboratories in Madrid. Based on
textures, appearance, colour and lithological differences, 40
samples were selected for testing for their commercial
properties.
A large deposit of sepiolite bearing clay has been defined and
work is ongoing to define the commercial properties of the Pioche
sepiolite and determine the best processing methods and range of
commercial products that might be produced at Pioche.
NEWPERL PERLITE PROJECT, NEVADA
The NewPerl Project is located approximately 85km from the CS
Project in Nevada, USA, and contains a number of areas where
surface samples have shown excellent test results for production of
horticultural grades of perlite. Subject to further testing, this
could be suitable for feed into the CS Project in the future.
Drill testing of the NewPerl Project scheduled for 2023 was
deferred as a cost saving measure.
Gold, Silver & Base Metal Projects
REESE RIDGE PROJECT, NEVADA
The Reese Ridge Project is located on the south side of the
prospective Humboldt Structural Zone, 83km south-southwest of
Battle Mountain, Nevada. It also lies adjacent to the Reese River
geothermal system which has been, and continues to be, explored for
geothermal energy. This exploration has included use of a number of
geophysical techniques common to the mineral exploration industry,
including ZTEM(TM) .
The Reese Ridge Project has evolved from the Company's Reese
River industrial limestone project and was first suggested as an
interesting target when prospecting by the Company yielded an
unremarkable limestone sample containing a few spots of the lead
sulphide mineral galena which was submitted for analysis and
returned a value of 15.9% zinc (with 0.3% lead and 17ppm silver).
The high zinc content was unexpected, unexplained and given a low
priority.
Since then, various Company prospecting campaigns have focused
on a broader area containing numerous conspicuous iron-rich gossans
of generally limited extent but which attracted the Company's
attention, and that of early prospectors, and were found to contain
exotic geochemistry and consistently anomalous zinc, lead and
silver with values up to 6.8% zinc, 3.3% lead and 51g/t silver.
Forty-three samples taken from these gossans and old workings
averaged 0.86% zinc.
In May 2023, the original high-grade zinc sample site was
revisited and two further samples were collected and analysed with
the following results:
-- Sample No 52303: 13.6% zinc, 12.8% lead, 146ppm silver.
-- Sample No.52304: 29.6% zinc, 0.3% lead, 7ppm silver.
Sample 52303 contained visible galena and so the high lead
content was to be expected. However, the very high zinc values in
both samples were again a surprise as the samples were otherwise
inconspicuous. It is believed that the zinc in these samples is
present as secondary zinc oxide, carbonate or silicate minerals.
These minerals are difficult to identify in the field in an area
where the rocks are significantly altered and do not have the
stand-out character of iron rich gossans and are easily
overlooked.
Whilst the widespread high visibility iron rich gossans at Reese
Ridge are part of the same mineralising system, they were likely a
red herring to the early prospectors and to our own earlier follow
up sampling campaigns, given that less visually distinctive samples
are now confirmed to contain very high zinc levels.
The geological setting and geological features of the target are
consistent with a Carbonate Replacement Deposit ("CRD") style of
mineralisation. These can be large and high grade. A relevant
example is the Hermosa Project in the neighbouring State of Arizona
which was acquired by South32 in a US$1.3 billion takeover and
which includes the Taylor Deposit (138 million tonne Mineral
Resource with a zinc equivalent grade of 8.61%) now under
development.
During the year, the Company sourced the data from a 2010 ZTEM
electromagnetic geophysical survey carried out to explore for
geothermal energy and commissioned leading Canadian geophysical
company, Geotech Ltd ("Geotech"), to carry out further processing
and 2D and 3D inversions on the ZTEM data.
3D inversion produces a 3D model that "maps" the conductivity of
the earth at and below surface. The newly developed 3D model has
confirmed an annular zone of low resistivity (high conductivity)
below the surface mineralisation that extends from near surface to
a depth of nearly 1,000m. This annular zone surrounds a core of
high resistivity which the Company interprets as a granitic
intrusion. This would be consistent with a CRD model for
mineralisation. In other work at the Reese Ridge Project, the
Company has received results from a petrological report on thin
section examination of mineralised surface samples. This has
indicated that the zinc mineralisation at surface is largely
contained in secondary minerals, the result of weathering or
alteration, but remnants of zinc sulphide (sphalerite) and lead
sulphide (galena) were identified consistent with sulphide
mineralisation at depth and a possible source for the low
resistivity anomaly. A review of chemical analyses from the surface
mineralisation has identified anomalously high levels of the metal
gallium in the high-grade zinc samples - up to 68ppm gallium.
Gallium is an essential mineral in the production of
semi-conductors and is increasingly used in the production of solar
panels. It is also used in high frequency computer chips. It is
extracted from some zinc ores and approximately 80% of the world's
gallium is produced in China. China has, in the recent past, placed
restrictions on the export of gallium and gallium compounds in
response to the US's restrictions on the exports of high-end
computer chips to China.
The Company is now planning a follow-up exploration programme to
include drill testing.
JACKSON WASH GOLD & PERLITE PROJECT, NEVADA
The Jackson Wash Project is located 16km from the NewPerl
Project in Nevada and was acquired as a target for horticultural
grade perlite. However, the project area is also prospective for
gold and silver.
The claims are currently leased to global gold producer Kinross
Gold U.S.A., Inc. ("Kinross") which also holds an option to
purchase the claims at any time before 6 October 2030 for
US$500,000 and the grant to Sunrise of a 2.5% Net Smelter Return
Royalty.
For Kinross, the Company's Jackson's Wash Project claims form
part of a larger project area centred on the historic Montezuma
silver, gold and mercury mining centre. This is an active
exploration area for Kinross which has recently advised the Company
that it is currently planning to increase its exploration activity
in the wider project area.
The Company retains the right to mine perlite on its project
claims during the lease/option period.
CLAYTON SILVER-GOLD PROJECT, NEVADA
The property lies in the Walker Lane Mineral Belt. It is some
30km southeast of the producing Mineral Ridge Gold Mine and 30km
southwest of the major historic mining centre of Goldfield, where a
number of large gold-silver deposits are currently under
development.
The mineralisation at the Clayton Project was discovered in the
1980s when drilling programmes were conducted by Freeport-McMoRan
Gold and Coeur Exploration. Wide intervals of low-grade silver
mineralisation were intersected and it was postulated that
gold-silver values were under-reporting due to loss of fines from
the reverse circulation drilling method.
This historical drilling loss of silver was corroborated by the
Company when a twin diamond drill hole delivered an 84% increase in
the silver grade compared to an original Freeport hole.
The Clayton Project is available for joint venture although the
Company will consider follow up drilling as resources become
available. No exploration was conducted at the Clayton Project in
the reporting period.
NEWARK GOLD PROJECT, NEVADA
The Newark Gold Project is located at the southern end of the
Battle Mountain-Eureka (Cortez) gold trend. It lies 40km south of,
and along the same structural zone as, the past-producing Alligator
Ridge Mine, 13km southwest of the past producing Illipah Gold Mine
and 20km east of the Pan Gold Mine.
The Newark Project was originally targeted for Carlin-style gold
mineralisation by Freeport in the 1980s following the discovery of
anomalous gold values in silicified rocks in a favourable
structural and stratigraphic setting. Carlin-style deposits can be
both large (e.g. Goldstrike which contains 39 million ounces gold
at a grade of 3.3 g/t) and high-grade (e.g. Barrick's recent
Goldrush discovery which contains 21 million ounces gold at a grade
of 6.9 g/t).
Freeport drilled a total of 16 holes. Significantly, hole NWK8
intersected 47m of low-level gold (average 0.14 ppm gold) in
jasperoid from 75m to the end of the hole at 122m. Drilling is
warranted to test this gold bearing jasperoid and to deepen the
hole through to about 400m depth to test the underlying Joana
Limestone which can be a significant host for Carlin-style gold
mineralisation.
The Company will consider a joint venture partnership for this
project. No exploration was conducted at the Newark Project in the
reporting period.
BAKER'S GOLD PROJECT
The Baker's Gold Project is located 25km southeast of
Meekatharra in the Murchison Goldfield of Western Australia.
Since acquiring the Project, the Company has carried out soil
sampling and a preliminary programme of drilling with significant
mineralisation being intersected in drill hole 21SBRC002 (2m
interval from 64m down hole grading 14.4 g/t gold including 1m
grading 26.5 g/t gold).
The Company has applied for a mining lease and a prospecting
licence to cover this mineralisation and is working towards the
grant of one or other of the licences.
No work was carried out in 2023 and costs incurred in connection
with the Baker's Gold Project continue to be impaired pending the
rationalisation of the Company's tenement applications.
Royalty Interests
GARFIELD PROJECT, NEVADA
Sunrise Resources retains a 2% Net Smelter Return Royalty at the
Garfield Project following its sale to Golden Metal Resources plc
("GMR").
The Garfield Project is located in the prolific Walker Lane
Mineral Belt in Nevada, USA, and is an active exploration project
for GMR. In September 2023, GMR advised that exploration work "has
confirmed the potential for large scale porphyry and skarn type
copper mineralised bodies" with copper mineralisation now defined
in two zones, named the Power Line Zone and High-Grade Zone,
following the completion of a soil geochemical sampling
programme.
The Power Line Zone is a northeast-southwest trending
copper-in-soil anomaly which extends for over 1,500m in length
(remains open towards the southwest), located in the west of the
project area. The Power Line Zone connects the original Garfield
showing discovered by Sunrise with a previously isolated zone
located towards the southwest, where limited historical rock
sampling results returned up to 2.6% copper and 0.54g/t gold.
At the High-Grade Zone, a circa 1.5km by 0.8km copper-in-soil
anomaly, which remains open towards north, south and east, is
located in the southeast of the Project area and approximately 1km
southeast of the Power Line Zone. Limited historical rock sampling
completed near what is now the western end of the High-Grade Zone
returned up to 5.53% copper, which highlights the potential of this
large, newly defined copper mineralised system.
GMR reports that it will be conducting priority follow up
exploration at Garfield, with focus on the High-Grade Zone.
Sunrise's 2% Net Smelter Royalty interests covers all of the
Power Line Zone and the majority of the High Grade Zone.
STONEWALL GOLD PROJECT, NEVADA
Westgold Inc. holds a 2% Net Smelter Return Royalty from GMR in
the Stonewall Project, also a key project for GMR.
Stonewall is prospective for epithermal-style gold-silver
mineralisation.
JUNCTION PROJECT, NEVADA
Until recently, the Company held a royalty interest in a number
of claims sold in 2017 to Canadian company, VR Resources Limited
("VRR"). VRR allowed these claims to lapse during the year after
its drilling programmes failed to live up to earlier
expectations.
Other Projects
SR Minerals Inc. continues to hold mining claims at a number of
additional projects in Nevada including the Bay State Silver
Project, the County Line Diatomite Project and the Ridge Limestone
Project. These projects are available for sale or joint
venture.
An agreement was reached with the underlying owners of the Bay
State Silver Project claims in 2021 to reduce the annual lease
payments to a nominal amount for the next three years.
Health and Safety
The Group has maintained strict compliance with its Health and
Safety Policy and is pleased to report there have been no lost time
accidents during the year.
Environment
No Group company has had or been notified of any instance of
non-compliance with environmental legislation in any of the
countries in which they work.
Risks & Uncertainties
The Board regularly reviews the risks to which the Group is
exposed and ensures through its meetings and regular reporting that
these risks are minimised as far as possible.
The principal risks and uncertainties facing the Group at this
stage in its development and in the foreseeable future are detailed
below together with risk mitigation strategies employed by the
Board.
Risk Mitigation Strategies
Exploration Risk
The Group's business is mineral The directors bring many years of
exploration and development which combined mining and exploration
are speculative activities. There experience and an established track
is no certainty that the Group will record in mineral discovery.
be successful in the definition
of economic mineral deposits, or The Company maintains a portfolio
that it will proceed to the development of exploration projects, including
of any of its projects or otherwise projects at the drill stage, in
realise their value. order to spread the risk associated
with mineral exploration.
--------------------------------------------
Resource/Reserve Risk
All mineral projects have risk associated When relevant, Mineral Resources
with defined grade and continuity. and Reserves are estimated by independent
Mineral Resources and Reserves are specialists on behalf of the Group
always subject to uncertainties and reported in accordance with
in the underlying assumptions which accepted industry standards and
include the quality of the underlying codes. The directors are realistic
data, geological interpretations, in the use of metal and mineral
technical assumptions and price price forecasts and impose rigorous
forecasts. practices in the QA/QC programmes
that support its independent estimates.
--------------------------------------------
Development and Marketing Risk
Delays in permitting, financing, To reduce development risk the directors
mine commissioning and marketing will ensure that its permitting,
a project and its products may result financial evaluation and financing
in delays to the Group meeting production and market mechanisms are robust
targets. and thorough and will seek to position
the Company as a low-cost producer.
--------------------------------------------
Commodity Price Risk
Changes in commodity prices can The Company consistently reviews
affect the economic viability of commodity prices and trends for
mining projects and affect decisions its key projects throughout the
on continuing exploration activity. development cycle.
--------------------------------------------
Mining and Processing Technical
Risk From the earliest stages of exploration,
Notwithstanding the completion of the directors look to use consultants
metallurgical testwork, test mining and contractors who are leaders
and pilot studies indicating the in their field and in future will
technical viability of a mining seek to strengthen executive management
operation, variations in mineralogy, and the Board with additional technical
mineral continuity, ground stability, and financial skills as the Company
groundwater conditions and other transitions from exploration to
geological conditions may still production.
render a mining and processing operation
economically or technically non-viable.
--------------------------------------------
Environmental and Social Governance
(ESG) Risk The development of industrial minerals
Exploration and development of a projects such as the CS Project
project can be adversely affected carry a lower level of environmental
by environmental and social legislation and social liability than gold or
and the unforeseen results of environmental base metal projects due to low levels
and social impact studies carried of toxic contaminants in the ore
out during evaluation of a project. and processing chemicals.
Once a project is in production,
unforeseen events can give rise The Company has adopted an Environmental,
to environmental liabilities. Social and Governance Policy (the
"ESG Policy") and avoids the acquisition
of projects where liability for
legacy environmental issues might
fall upon the Company.
The ESG Policy will be updated in
future to reflect the status of
the Company's projects.
--------------------------------------------
Political Risk
All countries carry political risk The Company's strategy restricts
that can lead to interruption of its activities to stable, democratic
activity. Politically stable countries and mining friendly jurisdictions.
can have enhanced environmental
and social permitting risks, risks The Company has adopted a Bribery
of strikes and changes to taxation, & Anti-Corruption Policy and a Code
whereas less developed countries of Conduct and these are strictly
can have, in addition, risks associated enforced.
with changes to the legal framework,
civil unrest and government expropriation
of assets.
Partner Risk
Whilst there has been no past evidence The Board's policy is to maintain
of this, the Group can be adversely control of certain key projects
affected if joint venture partners so that it can control the pace
are unable or unwilling to perform of exploration and development and
their obligations or fund their reduce partner risk.
share of future developments.
For projects where other parties
are responsible for critical payments
and expenditures the Company's agreements
legislate that such payments and
expenditures are promptly met.
---------------------------------------------
Financing & Liquidity Risk
The Company has an ongoing requirement The Company maintains a good network
to fund its activities through the of contacts in the capital markets
equity markets and in future to that has historically met its financing
obtain finance for project development. requirements. The Company's low
There is no certainty such funds overheads and cost-effective exploration
will be available when needed. strategies help reduce its funding
requirements and currently the outstanding
directors' fees are settled in shares.
Nevertheless, further equity issues
will be required over the next 12
months.
---------------------------------------------
Financial Instruments
Details of risks associated with The directors are responsible for
the Group's Financial Instruments the Group's systems of internal
are given in Note 19 to the financial financial control. Although no systems
statements. of internal financial control can
provide absolute assurance against
material misstatement or loss, the
Group's systems are designed to
provide reasonable assurance that
problems are identified on a timely
basis and dealt with appropriately.
In carrying out their responsibilities,
the directors have put in place
a framework of controls to ensure
as far as possible that ongoing
financial performance is monitored
in a timely manner, that corrective
action is taken and that risk is
identified as early as practically
possible, and they have reviewed
the effectiveness of internal financial
controls.
The Board, subject to delegated
authority, reviews capital investment,
property sales and purchases, additional
borrowing facilities, guarantees
and insurance arrangements.
---------------------------------------------
Exchange Rate Risk
The value of the Company's assets The Company's project expenditures
held in overseas subsidiaries will are discretionary and subject to
vary with exchange rate fluctuations, constant review and changing priorities.
especially in the US Dollar/Pound The Company does not speculate on
Sterling exchange rate. exchange rates or hedge its foreign
currency exposures but will consider
As much of the Company's exploration doing so once expenditures become
costs are incurred in US Dollars, more predictable and locked in.
the Company's budget costs will
be subject to exchange rate variations
when actually incurred.
---------------------------------------------
Forward-Looking Statements
This Annual Report may contain certain statements and
expressions of belief, expectation or opinion which are
forward-looking statements, and which relate, inter alia, to the
Company's proposed strategy, plans and objectives or to the
expectations or intentions of the Company's directors. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the control of the
Company that could cause the actual performance or achievements of
the Company to be materially different from such forward-looking
statements.
Section 172 (1) Statement
Section 172 of the Companies Act 2006 requires a director of a
company to act in the way he or she considers, in good faith, would
be most likely to promote the success of the company for the
benefit of its members as a whole. This requires a director to have
regard, among other matters, to: the likely consequences of any
decision in the long-term; the interests of the Company's
employees; the need to foster the Company's business relationships
with suppliers, clients, joint arrangement partners and others; the
impact of the Company's operations on the community and the
environment; the desirability of the Company maintaining a
reputation for high standards of business conduct; and the need to
act fairly with members of the Company.
The Company's directors give careful consideration to these
factors in discharging their duties. The stakeholders we consider
are our shareholders, employees, suppliers (including consultants
and contractors), our joint arrangement partners, the regulatory
bodies that we engage with and those that live in the societies and
geographical areas in which we operate. The directors recognise
that building strong, responsible and sustainable relationships
with our stakeholders will help us to deliver our strategy in line
with our long-term objectives.
Having regard to:
The likely consequences of any decision in the long-term:
The Company's Aims and Business Model are set out at the head of
this Strategic Report and in the Chairman's Statement. The
Company's mineral exploration and development business is, by its
very nature, long-term and so the decisions of the Board always
consider the likely long-term consequences and take into
consideration, for example, trends in metal and minerals supply and
demand, the long-term political stability of the countries in which
the Company operate and the potential impact of its decisions on
its stakeholders and the environment. As the Company aims to
transition the CS Project into production, other projects also
become important to the long-term future of the Company and this
has framed the Board's decision to allocate a portion of capital to
the testing of some of the Company's precious metal projects and to
acquiring new projects. The Board's approach to general strategy
and long-term risk management are set out in the Corporate
Governance Statement (Principle 1) and the section on Risks and
Uncertainties.
The interests of the Company's employees:
Other than the Board, the Company has no employees. It relies on
the employees of Tertiary Minerals plc who are engaged through a
services agreement, but all of these employees have daily access to
the Executive Chairman and their views are considered in the
Board's decision making. Further details on the Board's employment
policies, health and safety policy and employee engagement are
given in the Corporate Governance Statement (Principle 8).
The need to foster the Company's business relationships with its
stakeholders:
The sustainability of the Company's business long-term is
dependent on maintaining strong relationships with its
stakeholders. The factors governing the Company's decision making
and the details of stakeholder engagement are set out in the
Corporate Governance Statement (Principles 2, 3, 8 and 10).
Having regard to the impact of the Company's operations on the
community and the environment:
The Company requires a "social licence" to operate sustainably
in the mining industry and so the Board makes careful consideration
of any potential impacts of its activities on the local community
and the environment. The Board strives to maintain good relations
with the local communities in which it operates and with local
businesses. For example, in permitting the CS Project for
production the Board has carried out extensive work and
consultation with regulators and the local community
representatives to evaluate the benefits and impacts of its CS
Project. Further discussion of these activities and Board
considerations can be found in the Environmental, Social and
Governance ("ESG") Statement and in the Corporate Governance
Statement (Principle 3).
The desirability of the Company maintaining a reputation for
high standards of business conduct:
The Board recognises that its reputation is key to its long-term
success and depends on maintaining high standards of corporate
governance. It has adopted the QCA Code of Corporate Governance and
sets out in detail how it has complied with the 10 key principles
of the QCA Code in the Corporate Governance Statement. This
contains details of various Company policies designed to maintain
high standards of business conduct such as the Share Dealing
Policy; the ESG Policy; the Health and Safety Policy, the Social
Media Policy and the Bribery & Anti-Corruption Policy and Code
of Conduct.
The need to act fairly between Members of the Company:
The Board ensures that it takes decisions in the interests of
the members (shareholders) as a whole and aims to keep shareholders
fully informed of significant developments, ensuring that all
shareholders receive Company news at the same time. The Executive
Chairman devotes time to answering genuine shareholder queries, no
individual or group of shareholders is given preferential
treatment. Further information is provided in the Corporate
Governance Statement (Principles 2 and 10).
This Strategic Report was approved by the Board of Directors on
23 January 2024 and signed on its behalf.
Patrick Cheetham
Executive Chairman
Directors' Responsibilities
The directors are responsible for preparing the Strategic
Report, the Directors' Report and the financial statements in
accordance with applicable law and regulations.
Company law requires directors to prepare financial statements
for a company for each financial year. Under that law the directors
have elected to prepare the Group and Company financial statements
in accordance with applicable law and UK adopted International
Accounting Standards. Under company law the directors must not
approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Group
and Company and of the profit or loss of the Group for that period.
The directors are also required to prepare the financial statements
in accordance with the AIM Rules of the London Stock Exchange for
companies whose securities are traded on the AIM market.
In preparing these financial statements, the directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether they have been prepared in accordance with applicable law and UK adopted International Accounting Standards, subject to any material departures disclosed and explained in the financial statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company and the
Group will continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the requirements of the
Companies Act 2006. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
They are further responsible for ensuring that the Strategic
Report and the Directors' Report and other information included in
the Annual Report and financial statements are prepared in
accordance with applicable law in the United Kingdom.
Website Publication
The maintenance and integrity of the Sunrise Resources plc
website is the responsibility of the directors. Legislation in the
United Kingdom governing the preparation and dissemination of the
accounts and the other information included in annual reports may
differ from legislation in other jurisdictions.
Information from the Directors' Report
The directors are pleased to submit their Annual Report and
audited financial statements for the year ended 30 September
2023.
The Strategic Report contains details of the principal
activities of the Company and includes the Operating Review which
provides detailed information on the development of the Group's
business during the year and indications of likely future
developments and events that have occurred after the financial
year-end.
Going Concern
In common with many exploration companies, the Company raises
finance for its exploration and appraisal activities in discrete
tranches. Further funding is raised as and when required. When any
of the Group's projects move to the development stage, specific
project financing will be required.
The directors prepare annual budgets and cash flow projections
that extend beyond 12 months from the date of this report. Given
the Group's cash position at the year-end of GBP177,967 (2022:
GBP96,126) these projections include the estimated proceeds of
future fundraising necessary within the next 12 months to meet the
Group's overheads and planned discretionary project expenditures
and to maintain the Company and its subsidiaries as going concerns.
Although the Company has been successful in raising finance in the
past, there is no assurance that it will obtain adequate finance in
the future. This represents a material uncertainty related to
events or conditions which may cast significant doubt on the Group
and Company's ability to continue as going concerns and, therefore,
that they may be unable to realise their assets and discharge their
liabilities in the normal course of business. However, the
directors have a reasonable expectation that they will secure
additional funding, when required, to continue meeting corporate
overheads and exploration costs for the foreseeable future and the
directors therefore believe that the going concern basis is
appropriate for the preparation of the financial statements.
Dividend
The directors do not recommend the payment of any dividend.
Financial Instruments and Other Risks
The business of mineral exploration and evaluation has inherent
risks. Details of the Group's financial instruments and risk
management objectives and of the Group's exposure to risk
associated with its financial instruments are given in Note 19 to
the financial statements.
Details of risks and uncertainties that affect the Group's
business are given in the Strategic Report.
Directors
The directors holding office in the period were:
Mr P L Cheetham - Chairman of the Board and Chairman of the
Nomination Committee.
Mr R D Murphy - Chair of the Remuneration Committee and a member
of the Nomination and Audit Committees.
Mr J Cole - Chair of the Audit Committee and member of the
Nomination and Remuneration Committees.
Attendance at Board and Committee Meetings
The Board retains control of the Group with day-to-day
operational control delegated to the Executive Chairman. The full
Board meets four times a year and on any other occasions it
considers necessary.
Board Nomination Audit Remuneration
Meetings Committee Committee Committee
--------------
Director Attended Held Attended Held Attended Held Attended Held
--------- ----- --------- ----- --------- ----- --------- -----
P L Cheetham 15 15 1 1 3 3 2 3
--------- ----- --------- ----- --------- ----- --------- -----
R D Murphy 15 1 3 3
--------- ----- --------- ----- --------- ----- --------- -----
J Cole 15 1 3 3
--------- ----- --------- ----- --------- ----- --------- -----
The directors' shareholdings are shown in Note 16 to the
financial statements.
Events After The Balance Sheet Date
(i) Capital Restructure
At a General Meeting on 22 November 2023, the shareholders
approved the sub-division of the Company's ordinary share capital,
whereby each existing Ordinary Share with a nominal value of 0.1p
was subdivided into 1 new Ordinary Share of 0.001p and 1 Deferred
Share of 0.099p each, and the subsequent buy back and cancellation
of the Deferred Shares. The Sub-Division was completed on 23
November 2023. The Deferred Shares had no significant rights
attached to them and carried no right to vote or to participate in
distribution of surplus assets and were not admitted to trading on
the AIM market of the London Stock Exchange plc. The Deferred
Shares effectively carried no value and the Buy Back and
Cancellation of the Deferred Shares was completed on 29 November
2023. The Buy Back of the Deferred Shares was funded by an issue of
10,000 ordinary shares at a price of 0.07 pence per share made
specifically for that purpose.
(ii) Pioche Project
By an agreement dated 27 December 2023, the Company agreed with
Tolsa USA, Inc. to extend the term of the Option Agreement to 28
December 2024 in exchange for a payment of a further option fee of
US$100,000 by 15 January 2023 and an increase in the Option
Exercise Price from US$1.25 million to US$1.4 million.
Shareholders
As at the date of this report the following interests of 3% or
more in the issued share capital of the Company appeared in the
share register.
Number % of share
As at 23 January 2024 of shares capital
Interactive Investor Services Nominees Limited
SMKTISAS 426,799,948 10.42%
------------- -----------
Interactive Investor Services Nominees Limited
SMKTNOMS 420,159,497 10.26%
------------- -----------
Barclays Direct Investing Nominees Limited CLIENT1 349,014,635 8.52%
------------- -----------
Hargreaves Lansdown (Nominees) Limited 15942 334,431,899 8.17%
------------- -----------
Smith & Williamson Nominees Limited 292,784,545 7.15%
------------- -----------
Hargreaves Lansdown (Nominees) Limited VRA 247,952,429 6.05%
------------- -----------
Interactive Investor Services Nominees Limited
TDWHSIPP 179,712,466 4.38%
------------- -----------
HSDL Nominees Limited 155,189,251 3.79%
------------- -----------
Hargreaves Lansdown (Nominees) Limited HLNOM 144,541,872 3.53%
------------- -----------
HSDL Nominees Limited MAXI 124,862,685 3.05%
------------- -----------
Details of directors' interests in shares and warrants are given
in Note 16 to the Financial Statements.
Disclosure of Audit Information
Each of the directors has confirmed that so far as they are
aware, there is no relevant audit information of which the
Company's Auditor is unaware, and that they have taken all the
steps that they ought to have taken as a director in order to make
themselves aware of any relevant audit information and to establish
that the Company's Auditor is aware of that information.
Auditor
A resolution to reappoint Crowe U.K. LLP as Auditor of the
Company will be proposed at the forthcoming Annual General
Meeting.
Charitable and Political Donations
During the year, the Group made no charitable or political
donations.
Annual General Meeting
The Company's Annual General Meeting will be held on Thursday 22
February 2024 at 10.00 a.m.
Conflicts of Interest
The Companies Act 2006 permits directors of public companies to
authorise directors' conflicts and potential conflicts, where
appropriate, where the Articles of Association contain a provision
to this effect. The Company's Articles contain such a provision.
Procedures are in place in order to avoid any conflict of interest
between the Company and Tertiary Minerals plc. Tertiary provides
corporate and project management services to Sunrise.
Approved by the Board on 23 January 2024 and signed on its
behalf.
Patrick Cheetham
Executive Chairman
Board of Directors
The Directors and Officers of the Company during the financial
year were:
Patrick Cheetham Roger Murphy
Executive Chairman Senior Non-Executive Director
Key Experience: Key Experience:
* Founding director * Career focus in capital raising for mining and oil &
gas companies
* Mining geologist with more than 40 years' experience
in mineral exploration * Former MD, Investment Banking, of Dundee Securities
Europe Ltd
* More than 35 years in public company management
* Geologist
Appointed: March 2005
Appointed: May 2016
Committee Memberships: Chairman
of the Nomination Committee Committee Memberships: Chairman
of the Remuneration Committee
External Commitments: Executive and Member of Audit and Nomination
Chairman of Tertiary Minerals Committees
plc
External Commitments: Partner
and non-executive Director of
Madini Minerals, Executive Director
of Zamare Minerals Ltd, Sarn Helen
Gold Limited and TREO Minerals
Ltd.
James Cole Rod Venables
Non-Executive Director Company Secretary
Key Experience: Key Experience:
* Chartered Accountant with strong commercial * Qualified company/commercial solicitor
background and track record of success in fundraising,
mergers, disposals and acquisitions in resource
sector * Director and Head of Company Secretarial Services at
City Group PLC
* Previously Finance Director for the Goal Group
Limited. Formerly Chief Financial Officer Cominco * Experienced in both Corporate Finance and Corporate
Resources Ltd, AIM/TSX traded European Minerals Broking
Corporation plc and TSX/OSE traded Crew Gold
Corporation.
Appointed: July 2019
Appointed: May 2021 External Commitments: Company
Secretary for Tertiary Minerals
Committee Memberships: Chairman plc and other clients of City
of the Audit Committee and a Member Group PLC
of the Remuneration and Nomination
Committees
External Commitments: Provides
independent financial consultancy
to a number of companies.
Corporate Governance
Chairman's Overview
There is no prescribed corporate governance code for AIM
companies and the London Stock Exchange prefers to give companies
the flexibility to choose from a range of codes which suit their
specific stage of development, sector and size.
The Board considers the corporate governance code published by
the Quoted Companies Alliance to be the most suitable code for the
Company. Accordingly, the Company has adopted the principles set
out in the QCA Corporate Governance Code (the "QCA Code") and
applies these principles wherever possible, and where appropriate
given its size and available resources. The Company's Corporate
Governance Statement was reviewed by the Board on 23 January 2024.
The Company has set out on its website and in its Corporate
Governance Statement the 10 principles of the QCA Code and details
of the Company's compliance. The Code was updated post year-end and
the 2023 QCA Code is designed to apply to companies whose financial
years start on or after 1 April 2024.
Patrick Cheetham, in his capacity as Chairman, has overall
responsibility for the corporate governance of the Company and the
Board is responsible for delivering on our well-defined business
strategy having due regard for the associated risks and
opportunities.
The Company's corporate governance arrangements now in place are
designed to deliver a corporate culture that understands and meets
shareholder and stakeholder needs and expectations whilst
delivering long-term value for shareholders.
The Board recognises that its principal activity, mineral
exploration and development, has potential to impact on the local
environment and communities and consequently has adopted an
Environmental, Social and Governance ("ESG") Policy to ensure that
the Group's activities have minimal environmental and social
impact. Where appropriate the Group's contracts with suppliers and
contractors legally bind those suppliers and contractors to do the
same. The Group's activities, carried out in accordance with the
ESG Policy, have had only minimal environmental and social impact
at present and this policy is regularly reviewed. Where
appropriate, all work is carried out after advance consultation
with affected parties.
The Board recognises the benefits that social media engagement
can have in helping the Company reach out to shareholders and other
stakeholders, but it also recognises that misuse or abuse of social
media can bring the Company into disrepute. To facilitate the
responsible use of social media, the Company has adopted a Social
Media Policy.
The Board has also adopted a Share Dealing Code for dealings in
shares of the Company by directors and employees and a Bribery
& Anti-Corruption Policy and Code of Conduct applicable to
employees, suppliers and contractors.
The Group recognises that the goodwill of its contractors,
consultants and suppliers is important to its business success and
seeks to build and maintain this goodwill through fair dealings.
The Group has a prompt payment policy and seeks to settle all
agreed liabilities within the terms agreed with suppliers. The
amount shown in the Consolidated and Company Statements of
Financial Position in respect of trade payables at the end of the
financial year represents 39 days of average daily purchases (2022:
23 days). This amount is calculated by dividing the creditor
balance at the year end by the average daily Group spend in the
year.
The Board recognises it has a responsibility to provide
strategic leadership and direction in the development of the
Group's health and safety strategy in order to protect all of its
employees and other stakeholders. The Company has developed a
Health and Safety Policy to clearly define roles and
responsibilities and in order to identify and manage risk.
Your Board currently comprises three directors of which two are
non-executive and considered by the Board to be independent. We
believe that this balance provides an appropriate level of
independent oversight. The Board has the ability to seek
independent advice although none was deemed necessary in the year
under review. The Board is aware of the need to refresh its
membership from time to time and to match its skill set to those
required for the development of its mineral interests and will
consider appointing additional independent non-executive directors
in the future.
Patrick Cheetham
Executive Chairman
Environmental, Social and Governance Statement
Sunrise Resources plc and its subsidiaries ("the Company")
practice responsible exploration as reflected in this
Environmental, Social and Governance ("ESG") policy statement and
as demonstrated by our actions. By doing so we reduce project risk,
avoid adverse environmental and social impacts, optimising benefits
for all stakeholders while adding value to our projects.
Our business associates, consultants and contractors
("Associated Parties") perform much of our primary activities at
our projects and therefore we require that all Associated Parties
working on our behalf or for our subsidiaries accept and adhere to
the principles set out in this policy. We encourage input from
those with local knowledge and we review this policy on a regular
basis.
Our ESG policy is guided by the Prospectors & Developers
Association of Canada's (PDAC) Framework for Responsible
Exploration (known as e3 Plus) which encourages mineral exploration
companies to support and improve social, environmental and health
and safety performance across all exploration activities around the
world.
Adopting Responsible Governance and Management
The Company is committed to environmentally and socially
responsible mineral exploration and has developed and implemented
policies and procedures for corporate governance and ethics. We
ensure that all staff and key Associated Parties are familiar with
these and have appropriate levels of knowledge of these policies
and procedures.
The Company employs persons and engages contractors with the
required experience and qualifications relevant to their specific
tasks and, where necessary, seeks the advice of specialists to
improve the understanding and management of social, environmental,
human rights and security, health and safety, and in the
application of traditional knowledge.
The Company's Corporate Governance Statement and Bribery &
Anti-Corruption policy and Code of Conduct can be viewed on our
website here:
https://www.sunriseresourcesplc.com/corporate-governance .
Applying Ethical Business Practices
As well as our shareholders and staff, our stakeholders include
local communities and local leadership, local, regional and
national government and regulatory authorities, suppliers,
contactors and consultants, our local business partners and other
interested parties. Our corporate culture and policies require
honesty, integrity, transparency and accountability in all aspects
of our work and when interacting with all stakeholders.
The Company takes all necessary steps to ensure that activities
in the field minimise or mitigate any adverse impacts on both the
environment and on local communities.
Commitment to Project Due Diligence and Risk Assessment
We make sure we are informed of the laws, regulations, treaties
and standards that are applicable with respect to our activities.
We ensure that Associated Parties are informed and prepared before
going into the field in order to minimise the risk of
miscommunication, unnecessary costs and conflict, and to understand
the potential for creating opportunities with local communities
where possible.
Engaging Host Communities and Other Affected and Interested
Parties
Sunrise is committed to engaging positively with local
communities, regulatory authorities, suppliers and other
stakeholders in its project locations, and encourages feedback
through this engagement. Through this process, the Company develops
and fosters the relationships on which our business relies for
success.
Respecting Human Rights
The exploration activities of Sunrise are carried out in line
with applicable laws on human rights in its home jurisdiction and
those of the countries in which it works. The Company does not
engage in activities that have adverse human rights impacts.
Protecting the Environment
We are committed to ensuring that environmental standards are
met or exceeded in the course of our exploration activities.
Applicable laws and local guidelines in all project jurisdictions
are followed diligently and exploration programmes are only carried
out once relevant permits and approvals have been secured from the
appropriate regulatory bodies.
In Nevada, USA, most of our exploration is carried out on
Federally owned land administered by the Bureau of Land Management
("BLM") which requires the submission of financial bonds for
reclamation of exploration activities and which holds the Company
to account. Provisions are made in the financial statements for
reclamation costs in accordance with calculations set by the BLM.
When operating on private lands the Company applies the same
rigorous standards for reclamation.
In Australia, field exploration activity requires prior approval
from the Department of Mines, Industry Regulation and Safety which
imposes environmental reclamation obligations on any such
approvals.
Where our activities create ground disturbance, we ensure that
full rehabilitation is carried out in accordance with regulations
and we take care to minimise the impact of our activities on local
flora and fauna, choosing less impactful exploration methods where
possible.
Safeguarding the Health and Safety of Workers and the Local
Population
Company activities are carried out in accordance with its Health
and Safety Policy which adheres to all applicable laws. It ensures
that its Associated Parties are made aware of and follow these
policies where relevant.
Corporate Governance Statement
The Board of Sunrise Resources plc comprises three members.
Nevertheless, there are Audit, Remuneration and Nomination
Committees to ensure proper governance in compliance with the QCA
Code. The QCA Code sets out ten principles which should be applied.
The principles are set out below with an explanation of how the
Company applies each principle, and the reasons for any aspect of
non-compliance.
Principle One: Establish a strategy and business model which
promote long-term value for shareholders.
The Company has a clearly defined strategy and business model
that has been adopted by the Board and is set out in the Strategic
Report. Details of the challenges to the execution of the Company's
strategy and business model and how those will be addressed can be
found in Risks and Uncertainties in the Strategic Report.
Principle Two: Seek to understand and meet shareholder needs and
expectations.
The Board is committed to maintaining good communication with
its shareholders and investors. The Chairman and members of the
Board from time to time meet with shareholders and investors
directly or through arrangements with the Company's brokers to
understand their investment requirements and expectations and to
address their enquiries and concerns.
All shareholders are encouraged to attend the Company's Annual
General Meetings where they can meet and directly communicate with
the Board. After the close of business at the Annual General
Meeting, the Chairman makes an up-to-date corporate presentation
and opens the floor to questions from shareholders.
Shareholders are also welcome to contact the Company via email
at info@sunriseresourcesplc.com with any specific queries.
The Company also provides regulatory, financial and business
news updates through the Regulatory News Service (RNS) and various
media channels such as X, formerly Twitter. Shareholders also have
access to information through the Company's website,
www.sunriseresourcesplc.com, which is updated on a regular basis
and which includes the latest corporate presentation on the Group.
Contact details are also provided on the website.
Principle Three: Take into account wider stakeholder and social
responsibilities and their implications for long-term success.
The Board takes regular account of the significance of social,
environmental and ethical matters affecting the business of the
Group. The Board has adopted an Environmental, Social and
Governance ("ESG") Policy, which can be found on the Company
website and an ESG Statement can be found in this Annual Report.
The Company engages positively with local communities, regulatory
authorities, suppliers and other stakeholders in its project
locations and encourages feedback through this engagement. Through
this process, the Company identifies the key resources and fosters
the relationships on which the business relies.
Principle Four: Embed effective risk management, considering
both opportunities and threats, throughout the organisation.
The Board regularly reviews the risks to which the Group is
exposed and ensures through its meetings and regular reporting that
these risks are minimised as far as possible whilst recognising
that its business opportunities carry an inherently high level of
risk. The principal risks and uncertainties facing the Group at
this stage in its development and in the foreseeable future are
detailed in Risks and Uncertainties in the Strategic Report,
together with risk mitigation strategies employed by the Board.
Principle Five: Maintain the board as a well-functioning,
balanced team led by the chair.
The Board's role is to agree the Group's long-term direction and
strategy and monitor achievement of its business objectives. The
Board meets formally four times a year for these purposes and holds
additional meetings when necessary to transact other business. The
Board receives regular and timely reports for consideration on all
significant strategic, operational and financial matters. Relevant
information for consideration by the Board is circulated in advance
of its meetings.
Further details on the Board's meetings are provided in the
Directors' Report. The Board is supported by the Audit,
Remuneration and Nomination Committees.
The Board currently consists of the Executive Chairman (Patrick
Cheetham), and two non-executive directors (Roger Murphy and James
Cole). The current Board's preference is that independent
non-executive directors comprise the majority of Board members.
Patrick Cheetham is currently the Chairman and Chief Executive.
Patrick Cheetham has a service contract as Chairman of the Company
and his services as Chief Executive are provided to the Company, at
cost, through a Management Services Agreement with Tertiary
Minerals plc ("Tertiary"), in which he is a shareholder and where
he is also employed as Chairman. In 2023, Patrick Cheetham
dedicated over 46% of his working time to the Company. The combined
role of Chairman and Chief Executive results in cost savings and is
considered acceptable whilst there is a majority of independent
directors on the Board and having regard to the fact that the
Company is not yet revenue generating.
The non-executive directors have committed the time necessary to
fulfil their roles during the year. The attendance record of the
directors at Board and Board Committee meetings are detailed in the
Directors' Report.
The current non-executive directors are considered independent
of management and free from any business or other relationship
which could materially interfere with the exercise of their
independent judgement.
Principle Six: Ensure that between them the directors have the
necessary up to date experience, skills and capabilities.
The Board considers the current balance of sector, financial and
public market skills and experience of its directors are relevant
to the Company's business and are appropriate for the current size
and stage of development of the Company and the Board considers
that it has the skills and experience necessary to execute the
Company's strategy and business plan and discharge its duties
effectively.
The directors maintain their skills through membership of
various professional bodies, attendance at mining conferences and
through their various external appointments.
All Directors have access to the advice and services of the
Company Secretary who is responsible for ensuring that Board
procedures and applicable rules and regulations are observed. All
directors are able to take independent professional advice, if
required, in relation to their duties and at the Company's
expense.
Principle Seven: Evaluate board performance based on clear and
relevant objectives, seeking continuous improvement.
The ultimate measure of the effectiveness of the Board is the
Company's progress against the long-term strategy and aims of the
business. This progress is reviewed in Board meetings held formally
at least four times a year. The Executive Chairman's performance is
regularly reviewed by the rest of the Board.
The Nomination Committee, currently consisting of the Executive
Chairman and the two non-executive directors, meets once a year to
lead the formal process of rigorous and transparent procedures for
Board appointments. During this meeting the Nomination Committee
reviews the structure, size and composition of the Board;
succession planning; leadership; key strategic and commercial
issues; conflicts of interest; time required from non-executive
directors to execute their duties effectively; the overall
effectiveness of the Board; and the Committee's own terms of
reference.
Under the Articles of Association, new directors appointed to
the Board must stand for election at the first Annual General
Meeting of the Company following their appointment. Under the
Articles of Association, existing directors retire by rotation and
may offer themselves for re-election.
Principle Eight: Promote a corporate culture that is based on
ethical values and behaviours.
The Board recognises and strives to promote a corporate culture
based on strong ethical and moral values. The Group is currently
managed via a service agreement with Tertiary. It has no employees
outside the non-executive directors, but encourages Tertiary's
employees to understand all aspects of the Group's business and
Tertiary seeks to remunerate its employees fairly, being flexible
where practicable. In future, the Group will give full and fair
consideration to applications for employment received regardless of
age, gender, colour, ethnicity, disability, nationality, religious
beliefs, transgender status or sexual orientation. The Board takes
account of Tertiary's employees' interests when making decisions,
and suggestions from those employees aimed at improving the Group's
performance are welcomed.
The corporate culture of the Company is promoted to Tertiary's
employees, suppliers and contractors and is underpinned by the
implementation and regular review, enforcement and documentation of
various policies: the Health and Safety Policy; the Environmental,
Social and Governance ("ESG") Policy; the Share Dealing Policy; the
Bribery & Anti-Corruption Policy & Code of Conduct; Privacy
and Cookies Policy and Social Media Policy. These procedures enable
the Board to determine that ethical values are recognised and
respected.
The Board recognises that its principal activity, mineral
exploration and development, has potential to impact on local
environments and communities, and as such an ESG Policy was
developed with this in mind and this replaces the previous to
ensure that, wherever they take place, the Group's activities have
minimal environmental and social impact. Where appropriate the
Group's contracts with suppliers and contractors legally bind those
suppliers and contractors to do the same. The Group's activities
carried out in accordance with the ESG Policy have had only minimal
environmental and social impact and this policy is regularly
reviewed. Where appropriate, all work is carried out after advance
consultation with affected parties.
Principle Nine: Maintain governance structures and processes
that are fit for purpose and support good decision-making by the
Board.
The Board has overall responsibility for all aspects of the
business. The Chairman is responsible for overseeing the running of
the Board, ensuring that no individual or group dominates the
Board's decision-making, and that the non-executive directors are
properly briefed on all operational and financial matters. The
Chairman has overall responsibility for corporate governance
matters in the Group and chairs the Nomination Committee. The
Chairman has the responsibility for implementing the strategy of
the Board and managing the day-to-day business activities of the
Group. The Company Secretary is responsible for ensuring that Board
procedures are followed, and applicable rules and regulations are
complied with. Key operational and financial decisions are reserved
for the Board through quarterly project reviews, annual budgets,
and quarterly budget and cash-flow forecasts and on an ad hoc basis
where required.
The two non-executive directors are responsible for bringing
independent and objective judgment to Board decisions. The Board
has established Audit, Remuneration and Nomination Committees with
formally delegated duties and responsibilities. James Cole
currently chairs the Audit Committee, Roger Murphy chairs the
Remuneration Committee and Patrick Cheetham chairs the Nomination
Committee.
This Corporate Governance statement will be reviewed at least
annually to ensure that the Company's corporate governance
framework evolves in line with the Company's strategy and business
plan.
Principle Ten: Communicate how the Company is governed and is
performing by maintaining a dialogue with shareholders and other
relevant stakeholders.
The Company regularly communicates with, and encourages feedback
from, its shareholders who are its key stakeholder group. The
Company's website is regularly updated and users, including all
stakeholders, can register to be alerted via email when material
announcements are made. The Company's contact details are on the
website should stakeholders wish to make enquiries of
management.
The Group's financial reports for at least the past five years
can be found here:
https://www.sunriseresourcesplc.com/financial-reports and contains
past Notices of Annual General Meetings.
The results of voting on all resolutions in general meetings are
posted to the Company's website, including any actions to be taken
as a result of resolutions for which votes against have been
received from at least 20 per cent of independent votes.
Audit Committee Report
The Audit Committee is a sub-committee of the Board, comprised
of the independent non-executive directors and assists the Board in
meeting responsibilities in respect of external financial reporting
and internal controls. The Audit Committee also keeps under review
the scope and results of the audit. It also considers the
cost-effectiveness, independence and objectivity of the auditors
taking account of any non-audit services provided by them. James
Cole is Chair of the Audit Committee.
The specific objectives of the Committee are to:
a) maintain adequate quality and effective scope of the external
audit of the Group including its branches where applicable and
review the independence and objectivity of the auditors.
b) ensure that the Board of Directors has adequate knowledge of
issues discussed with its external auditor.
c) ensure the financial information and reports issued by the
Company to AIM, shareholders and other recipients are accurate and
contain proper disclosure at all times.
d) maintain the integrity of the Group's administrative
operating and accounting controls and internal control
principles.
e) ensure proper accounting policies are adhered to by the Group.
The Committee has unlimited access to the external auditors, to
senior management of the Group and to any external party deemed
necessary for the proper discharge of its duties. The Committee may
consult independent experts where it considers necessary to perform
its duties.
The Audit Committee reviews the financial controls of the
Company on a regular basis and is satisfied that the Group's
financial controls and reporting procedures are robust and
sufficient to ordinarily prevent fraud and ensure that senior
management, the Committee and the Board are fully aware of the
Company's financial position at all times.
The Audit Committee met three times in the last financial year,
on 9 December 2022, 31 May 2023 and 9 August 2023. Significant
reporting issues considered during the year included the
following:
1. Impairments
The Committee has reviewed the carrying values of the Group
projects as at 30 September 2023, and recoverability of loans from
the Parent Company to subsidiary undertakings and carried out
impairment reviews. The project carrying values are assessed
against the IFRS 6 criteria set out in Note 1(n). Loans to
subsidiary undertakings are assessed for impairment under IFRS
9.
As a result of this, it was judged that no projects or
intercompany loans should be impaired.
2. Going Concern
The Committee also considered the Going Concern basis on which
the accounts have been prepared (see Note 1(b)). The directors are
satisfied that the Going Concern basis is appropriate for the
preparation of the financial statements.
James Cole
Chair - Audit Committee
Remuneration Committee Report
The Remuneration Committee is a sub-committee of the Board and
comprises the independent non-executive directors. Roger Murphy is
Chair of the Remuneration Committee.
The primary objective of the Committee is to review the
performance of the executive directors and review the basis of
their service agreements and make recommendations to the Board
regarding the scale and structure of their remuneration.
However, the Company does not currently remunerate any of the
directors other than in their capacity as directors. Whilst the
Chairman of the Board, Patrick Cheetham, does have an executive
role, his technical and managerial services are provided under a
general service agreement with Tertiary Minerals plc and his
remuneration is fixed by Tertiary Minerals plc. Nonetheless, it is
the role of the Remuneration Committee to ensure that the executive
director is appropriately incentivised and rewarded for his
services to the Company and this is considered as part of the
Committee's review of any Long-Term Incentive Plan.
The Remuneration Committee met three times during the financial
year under review, on 7 November 2022, 22 March 2023 and 9 August
2023.
Roger Murphy
Chair - Remuneration Committee
Nomination Committee Report
The Nomination Committee comprises the Chairman and the
independent non-executive directors. Patrick Cheetham is Chair of
the Nomination Committee.
The primary objective of the Nomination Committee is to lead the
formal process of reviewing and making recommendations as to Board
appointments and other Board changes and to make appropriate
recommendations to the Board.
The Committee is required, amongst other things, to:
a) Review the structure, size and composition (including the
skills, knowledge, experience and diversity) of the Board and make
recommendations to the Board with regard to Board appointments and
any Board changes.
b) Give full consideration to succession planning for directors
and other senior executives in the course of its work, taking into
account the challenges and opportunities facing the Company, and
the skills and expertise needed on the Board in the future.
c) Keep under review the leadership needs of the organisation to
compete effectively in the marketplace.
d) Review annually the time required from non-executive
directors and non-executive directors. Performance evaluation
should be used to assess whether the executive directors and
non-executive directors are spending enough time in fulfilling
their duties.
e) Arrange periodic reviews of the Committee's own performance
and, at least annually, review its constitution and terms of
reference to ensure it is operating at maximum effectiveness and
recommend any changes it considers necessary to the Board for
approval.
f) Ensure that prior to the appointment of a director, the
proposed appointee should be required to disclose any other
business interests that may result in a conflict of interest and be
required to report any future business interests that may result in
a conflict of interest.
The Committee carries out its duties for the Parent Company,
major subsidiary undertakings and the Group as a whole and met once
during the period under review, on 3 May 2023 to review the Terms
of Reference for the Committee and to consider their continuing
suitability.
The Committee is satisfied that the current Board has a depth of
experience and level, and range of skills appropriate to the
Company at this stage in its development. It is however recognised
that the Company is likely to need additional expertise as it moves
forward into commercial production and so the composition of the
Board will be kept under careful review to ensure that the Board
can deliver long-term growth in shareholder value.
Patrick Cheetham
Chair - Nomination Committee
Publication of Statutory Accounts
The financial information set out in this announcement does not
constitute the Company's Annual Accounts for the period ended 30
September 2023 or 2022. The financial information for 2022 is
derived from the Statutory Accounts for 2022. Full audited accounts
in respect of that financial period have been delivered to the
Registrar of Companies. The Statutory Accounts for 2023 will be
delivered to the Registrar of Companies following the Company's
Annual General Meeting. The Auditors have reported on the 2023 and
2022 accounts. Neither set of accounts contain a statement under
section 498(2) of (3) the Companies Act 2006 and both received an
unqualified audit opinion. However, there was an emphasis of matter
in relation to a requirement that the Company raise funds in the
future to continue as a going concern.
Availability of Financial Statements
The Annual Report containing the full financial statements for
the year to 30 September 2023 will be uploaded to the Shareholders
Documents section of the Company's website on or around 26 January
2024:
https://www.sunriseresourcesplc.com/shareholder-documents.
Consolidated Income Statement
for the year ended 30 September 2023
2023 2022
Notes GBP GBP
------------------------------------------------ ------ ---------- ----------
Pre-licence exploration costs 3,753 5,638
Impairment of deferred exploration expenditure - 194,247
Administration costs 425,419 291,860
Other income 22 (36,881) (13,474)
------------------------------------------------ ------ ---------- ----------
Operating loss (392,291) (478,271)
Interest receivable 1,000 48
------------------------------------------------ ------ ---------- ----------
Loss before taxation 3 (391,291) (478,223)
Tax on loss 7 - -
------------------------------------------------ ------ ---------- ----------
Loss for the year attributable to equity
holders of the parent (391,291) (478,223)
------------------------------------------------ ------ ---------- ----------
Loss per share - basic and diluted (pence) 6 (0.010) (0.013)
------------------------------------------------ ------ ---------- ----------
All amounts relate to continuing activities.
Consolidated Statement of Comprehensive Income
for the year ended 30 September 2023
2023 2022
GBP GBP
----------------------------------------------------- ---------- ----------
Loss for the year (391,291) (478,223)
----------------------------------------------------- ---------- ----------
Items that could be reclassified subsequently
to the income statement:
Foreign exchange translation differences on foreign
currency net investments in subsidiaries (215,389) 441,434
Items that will not be reclassified to the income
statement:
Changes in the fair value of equity investments (7,466) (22,962)
----------------------------------------------------- ---------- ----------
(222,855) 418,472
----------------------------------------------------- ---------- ----------
Total comprehensive loss for the year attributable
to equity holders of the parent (614,146) (59,751)
----------------------------------------------------- ---------- ----------
Consolidated and Company Statements of Financial Position
at 30 September 2023
Company Registration Number: 05363956
Group Company Group Company
2023 2023 2022 2022
Notes GBP GBP GBP GBP
---------------------------------- ------ ------------ ------------ ------------ ------------
Non-current assets
Intangible assets 9 2,409,311 - 2,503,812 -
Right of use assets 17 5,536 - 11,147 -
Investment in subsidiaries 8 - 2,754,113 - 2,609,413
Other investments 8 11,192 5,625 20,075 11,250
---------------------------------- ------ ------------ ------------ ------------ ------------
2,426,039 2,759,738 2,535,034 2,620,663
Current assets
Receivables 11 145,459 30,369 167,425 49,164
Cash and cash equivalents 12 177,967 160,711 96,126 73,644
---------------------------------- ------ ------------ ------------ ------------ ------------
323,426 191,080 263,551 122,808
Current liabilities
Trade and other payables 13 (108,773) (95,104) (104,936) (90,061)
Lease liabilities 17 (2,644) - (2,839) -
Convertible Loan Note 23 (300,000) (300,000) - -
---------------------------------- ------ ------------ ------------ ------------ ------------
(411,417) (395,104) (107,775) (90,061)
---------------------------------- ------ ------------ ------------ ------------ ------------
Net current (liabilities)/assets (87,991) (204,024) 155,776 32,747
---------------------------------- ------ ------------ ------------ ------------ ------------
Non current liabilities
Lease liabilities 17 - - (2,874) -
Provisions for liabilities 20 (29,525) - (32,079) -
(29,525) - (34,953) -
---------------------------------- ------ ------------ ------------ ------------ ------------
Net assets 2,308,523 2,555,714 2,655,857 2,653,410
---------------------------------- ------ ------------ ------------ ------------ ------------
Equity
Called up share capital 14 4,095,052 4,095,052 3,833,559 3,833,559
Share premium account 5,680,316 5,680,316 5,680,316 5,680,316
Share warrant reserve 14 42,815 42,815 40,101 40,101
Fair value reserve 2,674 11,874 10,140 17,500
Foreign currency reserve 14 188,714 1,321 404,103 1,321
Accumulated losses (7,701,048) (7,275,664) (7,312,362) (6,919,387)
---------------------------------- ------ ------------ ------------ ------------ ------------
Equity attributable to owners
of the parent 2,308,523 2,555,714 2,655,857 2,653,410
---------------------------------- ------ ------------ ------------ ------------ ------------
The Company reported a loss for the year ended 30 September 2023
of GBP358,882 (2022: GBP552,391).
These financial statements were approved and authorised for
issue by the Board on 23 January 2024 and were signed on its
behalf.
P L Cheetham J Cole
Executive Chairman Director
Consolidated Statement of Changes in Equity
Share Share Fair Foreign
Share premium warrant value currency Accumulated
capital account reserve reserve reserve losses Total
Group GBP GBP GBP GBP GBP GBP GBP
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
At 30 September
2021 3,701,805 5,675,616 40,164 33,102 (37,331) (6,835,289) 2,578,067
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
Loss for the year - - - - - (478,223) (478,223)
Change in fair value - - - (22,962) - - (22,962)
Exchange differences - - - - 441,434 - 441,434
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
Total comprehensive
loss for the year - - - (22,962) 441,434 (478,223) (59,751)
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
Share issue 131,754 4,700 - - - - 136,454
Share-based payments
expense - - 1,087 - - - 1,087
Transfer of expired
warrants - - (1,150) - - 1,150 -
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
At 30 September
2022 3,833,559 5,680,316 40,101 10,140 404,103 (7,312,362) 2,655,857
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
Loss for the year - - - - - (391,291) (391,291)
Change in fair value - - - (7,466) - - (7,466)
Exchange differences - - - - (215,389) - (215,389)
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
Total comprehensive
loss for the year - - - (7,466) (215,389) (391,291) (614,146)
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
Share issue 261,493 - - - - - 261,493
Share-based payments
expense - - 5,319 - - - 5,319
Transfer of expired
warrants - - (2,605) - - 2,605 -
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
At 30 September
2023 4,095,052 5,680,316 42,815 2,674 188,714 (7,701,048) 2,308,523
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
Company Statement of Changes in Equity
Share Share Fair Foreign
Share premium warrant value currency Accumulated
capital account reserve reserve reserve losses Total
Company GBP GBP GBP GBP GBP GBP GBP
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
At 30 September
2021 3,701,805 5,675,616 40,164 28,662 1,321 (6,368,146) 3,079,422
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
Loss for the year - - - - - (552,391) (552,391)
Change in fair value - - - (11,162) - - (11,162)
Exchange differences - - - - - - -
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
Total comprehensive
loss for the year - - - (11,162) - (552,391) (563,553)
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
Share issue 131,754 4,700 - - - - 136,454
Share-based payments
expense - - 1,087 - - - 1,087
Transfer of expired
warrants - - (1,150) - - 1,150 -
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
At 30 September
2022 3,833,559 5,680,316 40,101 17,500 1,321 (6,919,387) 2,653,410
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
Loss for the year - - - - - (358,882) (358,882)
Change in fair value - - - (5,626) - - (5,626)
Exchange differences - - - - - - -
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
Total comprehensive
loss for the year - - - (5,626) - (358,882) (364,508)
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
Share issue 261,493 - - - - - 261,493
Share-based payments
expense - - 5,319 - - - 5,319
Transfer of expired
warrants - - (2,605) - - 2,605 -
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
At 30 September
2023 4,095,052 5,680,316 42,815 11,874 1,321 (7,275,664) 2,555,714
---------------------- ---------- ---------- --------- --------- ---------- ------------ ----------
Consolidated and Company Statements of Cash Flows
for the year ended 30 September 2023
Group Company Group Company
2023 2023 2022 2022
Notes GBP GBP GBP GBP
------------------------------------------ ------ ---------- ---------- ---------- ----------
Operating activity
Operating (loss)/profit before
interest (392,291) (392,050) (478,271) (570,441)
Depreciation/interest charge 17,20 4,944 - 5,595 -
Share-based payment charge 5,319 5,319 1,087 1,087
Shares issued in lieu of net
wages 15,520 15,520 31,279 31,279
Fees paid by issues of shares
(redemption fees) 42,857 42,857 - -
Impairment charge - deferred
exploration expenditure 9 - - 194,247 -
Increase/(decrease) in provision
for impairment of loans to subsidiaries 8 - - - 318,100
(Increase)/decrease in receivables 11 (21,966) (18,795) (36,620) (26,463)
Increase/(decrease) in trade
and other payables 13 3,837 5,043 4,075 (9,704)
------------------------------------------ ------ ---------- ---------- ---------- ----------
Net cash outflow from operating
activity (384,637) (384,963) (278,608) (256,142)
------------------------------------------ ------ ---------- ---------- ---------- ----------
Investing activity
Interest received 1,000 31,892 48 18,003
Cash receipt from disposal of
exploration assets - - - -
Cash receipt from disposal of
equity investments 8 - - 23,263 23,263
Development expenditures 9 (124,761) - (137,490) -
Loans to subsidiaries - (144,700) - (173,926)
------------------------------------------ ------ ---------- ---------- ---------- ----------
Net cash outflow from investing
activity (123,761) (112,808) (114,179) (132,660)
------------------------------------------ ------ ---------- ---------- ---------- ----------
Financing activity
Issue of share capital (net
of expenses) 118,636 118,636 104,500 104,500
Lease payments 17 (2,623) - (2,874) -
Shares issued via exercise of
warrants - - 675 675
Convertible loan note 400,000 400,000 - -
------------------------------------------ ------ ---------- ---------- ---------- ----------
Net cash inflow from financing
activity 516,013 518,636 102,301 105,175
------------------------------------------ ------ ---------- ---------- ---------- ----------
Net increase/(decrease) in
the year 50,472 63,722 (290,486) (283,627)
Cash and cash equivalents at
start of year 96,801 74,319 371,740 337,817
Exchange differences 30,694 22,670 14,872 19,454
------------------------------------------ ------ ---------- ---------- ---------- ----------
Cash and cash equivalents at
30 September 12 177,967 160,711 96,126 73,644
------------------------------------------ ------ ---------- ---------- ---------- ----------
Notes to the Financial Statements
for the year ended 30 September 2023
Background
Sunrise Resources plc (the "Company") is a public company
incorporated and domiciled in England. Its shares are traded on the
AIM Market of the London Stock Exchange EPIC: SRES.
The Company is a holding company (together, "the Group") for one
company incorporated in Australia, and two companies incorporated
in Nevada, in the United States of America. The Group's financial
statements are presented in Pounds Sterling (GBP) which is also the
functional currency of the Company.
The following accounting policies have been applied consistently
in dealing with items which are considered material in relation to
the Group's financial statements.
1. Accounting policies
(a) Basis of preparation
The financial statements have been prepared on the basis of the
recognition and measurement requirements of applicable law and UK
adopted International Accounting Standards.
(b) Going concern
In common with many exploration companies, the Company raises
finance for its exploration and appraisal activities in discrete
tranches. Further funding is raised as and when required. When any
of the Group's projects move to the development stage, specific
project financing will be required.
The directors prepare annual budgets and cash flow projections
that extend beyond 12 months from the date of this report. Given
the Group's cash position at year end (GBP177,967), these
projections include the proceeds of future fundraising necessary
within the next 12 months to meet the Company's and Group's
overheads and planned discretionary project expenditures and to
maintain the Company and Group as going concerns. Although the
Company has been successful in raising finance in the past, there
is no assurance that it will obtain adequate finance in the future.
This represents a material uncertainty related to events or
conditions which may cast significant doubt on the Group's and
Company's ability to continue as going concerns and, therefore,
that they may be unable to realise their assets and discharge their
liabilities in the normal course of business. However, the
directors have a reasonable expectation that they will secure
additional funding when required to continue meeting corporate
overheads and exploration costs for the foreseeable future and
therefore the directors believe that the going concern basis is
appropriate for the preparation of the financial statements. In
considering the longer term financial outlook of the Group, the
continued viability of the most significant exploration and
evaluation assets as set out in Note 1(n) is critical to this
assessment.
(c) Basis of consolidation
Investments, including long-term loans, in the subsidiaries are
valued at the lower of cost or recoverable amount, with an ongoing
review for impairment.
The Group's financial statements consolidate the financial
statements of the Company and its subsidiary undertakings using the
acquisition method and eliminate intercompany balances and
transactions.
In accordance with section 408 of the Companies Act 2006, the
Company is exempt from the requirement to present its own statement
of comprehensive income. The amount of the loss for the financial
year recorded within the financial statements of the Company is
GBP358,882 (2022: GBP552,391).
(d) Intangible assets
Exploration and evaluation
Accumulated exploration and evaluation costs incurred in
relation to separate areas of interest (which may comprise more
than one exploration licence or exploration licence applications)
are capitalised and carried forward where:
(1) such costs are expected to be recouped through successful
exploration and development of the area, or alternatively by its
sale; or
(2) exploration and/or evaluation activities in the area have
not yet reached a stage which permits a reasonable assessment of
the existence or otherwise of economically recoverable reserves,
and active and significant operations in, or in relation to the
areas are continuing.
A biannual review is carried out by the directors to consider
whether there are any indications of impairment in capitalised
exploration and development costs. Full impairment reviews were
carried out in order to assess the carrying values of each project
as at 31 March 2023 and 30 September 2023. This involved
consideration of changes in circumstances and evidence including
exploration results, changes in tenure of mineral rights, economic
circumstances such as market prices, opportunities for realisation
such as sale or joint ventures and viability, comparing anticipated
future costs with expected recoverable value. For each project,
based upon the relevant considerations, the directors formed a view
regarding the recoverability of capitalised expenditure and
continued compliance with the IFRS 6 criteria for recognition and
deferral.
Where an indication of impairment is identified, the relevant
value is written off to the income statement in the period for
which the impairment was identified. An impairment of exploration
and development costs may be subsequently reversed in later periods
should conditions allow.
Accumulated costs, where the Group does not yet have an
exclusive exploration licence and in respect of areas of interest
which have been abandoned, are written off to the income statement
in the year in which the pre-licence expense was incurred or in
which the area was abandoned.
Development
Exploration, evaluation and development costs are carried at the
lower of cost and expected net recoverable amount. On reaching a
mining development decision, for example, the commitment of capital
to mine development, exploration and evaluation costs are
reclassified as development costs and all development costs on a
specific area of interest will be amortised over the useful
economic life of the projects, once they become income generating
and the costs can be recouped.
(e) Trade and other receivables and payables
Trade and other receivables and payables are measured at initial
recognition at fair value and subsequently measured at amortised
cost.
(f) Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in
hand.
(g) Leases
IFRS 16 requires the recognition of lease commitments as right
of use assets and the recognition of a corresponding liability.
Lease costs are recognised in the income statement in the form of
depreciation of the right of use asset over the lease term and
interest charges representing the unwind of the discount on the
lease liability.
Short term leases, which fall outside the IFRS 16 requirements,
having a duration of 12 months or less, are charged to the income
statement on straight line basis.
(h) Deferred taxation
Deferred taxation, if applicable, is provided in full in respect
of taxation deferred by temporary differences between the treatment
of certain items for taxation and accounting purposes.
Deferred tax assets are recognised to the extent that they are
regarded as recoverable.
(i) Foreign currencies
The Group's consolidated financial statements are presented in
Pounds Sterling (GBP), being the functional currency of the
Company, and the currency of the primary economic environment in
which the Company operates. Monetary assets and liabilities
denominated in foreign currencies are translated at the rate of
exchange ruling at the balance sheet date.
For consolidation purposes, the net investment in foreign
operations and the assets and liabilities of overseas subsidiaries,
associated undertakings and joint arrangements, that have a
functional currency different from the Group's presentation
currency, are translated at the closing exchange rates. Income
statements of overseas subsidiaries, that have a functional
currency different from the Group's presentation currency, are
translated at exchange rates at the date of transaction. Exchange
differences arising on opening reserves are taken to the foreign
currency reserve in equity.
(j) Share warrants and share-based payments
The Company issues warrants to employees (including directors)
and third parties. The fair value of the warrants is recognised as
a charge measured at fair value on the date of grant and determined
in accordance with IFRS 9, adopting the Black-Scholes-Merton model.
The fair value is recognised on a straight-line basis over the
vesting period, with a corresponding adjustment to equity, based on
the management's estimate of shares that will eventually vest. The
expected life of the warrants is adjusted, based on management's
best estimates, for the effects of non-transferability, exercise
restrictions and behavioural considerations. The details are shown
in Note 15.
The Company also issues shares in order to settle certain
liabilities, including payment of fees to directors. The fair value
of shares issued is based on the closing mid-market price of the
shares traded on the AIM market on the day prior to the date of
settlement and it is expensed on the date of settlement with a
corresponding increase in equity.
(k) Financial assets designated at fair value through OCI
Upon initial recognition, the Group can elect to classify
irrevocably its equity investments as equity instruments designated
at fair value through OCI when they meet the definition of equity
under IAS 32 Financial Instruments: Presentation and are not held
for trading. The classification is determined on an
instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to
profit or loss. Dividends are recognised as other income in the
statement of profit or loss when the right of payment has been
established, except when the Group benefits from such proceeds as a
recovery of part of the cost of the financial asset, in which case,
such gains are recorded in OCI. Equity instruments designated at
fair value through OCI are not subject to impairment
assessment.
The Group elected to classify irrevocably its listed equity
investments under this category.
(l) Reclamation costs
The Group's mining and exploration activities are subject to
various governmental laws and regulations relating to the
protection of the environment. The Group records a liability for
the estimated future rehabilitation costs and decommissioning of
its development projects at the time a constructive obligation is
determined.
When provisions for closure and environmental rehabilitation are
initially recognised, the corresponding cost is capitalised as an
intangible asset, representing part of the cost of acquiring the
future economic benefits of the operation. The capitalised cost of
closure and environmental rehabilitation activities is recognised
in mining interests and, from the commencement of commercial
production, is amortised over the expected useful life of the
operation to which it relates. Any change in the value of the
estimated expenditure is reflected in an adjustment to the
provision and asset.
(m) Standards, amendments and interpretations not yet effective
At the date of authorisation of these financial statements,
there are no amended reporting standards and interpretations that
impact the Group as they are either not relevant to the Group's
activities or require accounting which is consistent with the
current accounting policies.
(n) Judgements and estimations in applying accounting policies
In the process of applying the Group's accounting policies
above, management has identified the judgemental areas that have
the most significant effect on the amounts recognised in the
financial statements:
Intangible assets - exploration and evaluation
IFRS 6 "Exploration for and Evaluation of Mineral Resources"
requires that exploration and evaluation assets shall be assessed
for impairment when facts and circumstances suggest that the
carrying amount may exceed recoverable amount.
In practical terms, this requires that project carrying values
are regularly monitored and assessed for recoverability whether
from future exploitation of resources or realised by sale to a
third party.
Where activities have not reached a stage, which permits
reasonable confirmation of the existence of mineral reserves, the
directors must form a judgement whether future exploration and
evaluation should continue. This requires management to use their
sector experience, apply their specialist expertise and form a
conclusive judgement whether or not, on the balance of evidence
that further exploration is justified to determine if an
economically viable mining operation can be established in future.
Such estimates, judgements and assumptions are likely to change as
new information and evidence becomes available. If it becomes
apparent, in the judgement of the directors, that recovery of
capitalised expenditure is unlikely, the carrying value should be
considered as impaired and treated as detailed below.
Impairment
Impairment reviews for deferred exploration and evaluation costs
are carried out on a project-by-project basis, with each project
representing a potential single cash generating unit. The directors
are required to continually monitor and review the carrying values
by reference to new developments, stages in the exploration process
and new circumstances. Assessment of the potential impairment of
assets requires an updated judgement of the probability of adequate
future cash flows from the relevant project. It includes
consideration of:
(a) The period for which the entity has the right to explore in
the specific area and whether this right will expire in the near
future, and whether the right is expected to be renewed.
(b) Whether substantive expenditure on further exploration for
and evaluation of mineral resources for the specific project is
either budgeted or planned.
(c) Whether exploration for and evaluation of mineral resources
on the specific project has led to the discovery of commercially
viable quantities of mineral resources and whether the entity has
decided to discontinue such activities on the project.
(d) Whether sufficient data exist to indicate that, although a
development on the specific project is likely to proceed, the
carrying amount of the exploration and evaluation asset is likely
to be recovered in full from successful development of a mine or by
the sale of the project.
The judgements in respect of key projects are as follows;
The CS Project in Nevada continues to be the Group's lead
project with a carrying value of GBP1,439,893. In the judgement of
the directors, this is justified as, following the successful grant
of various mining and production permits, discussions with
potential customers and partners for the development of the project
is ongoing .
At the Hazen Project a bulk sample was extracted during the
reporting period and is awaiting customer trials and as work is
continuing the project is not impaired.
The Pioche Project is under evaluation by Tolsa S.A. who has
carried out drilling and testwork during the reporting period and
so no impairment is justified.
The Reese Ridge Project is an early-stage exploration project
and drill targets were defined in 2023. As exploration is ongoing
the project is not impaired.
Although further exploration at the Bay State Project, Nevada
(carrying value GBP458,259) was budgeted, due to cost saving
measures during the reporting period, no evaluation was carried out
, however project leases and claims are being maintained. In the
judgement of the directors further evaluation and exploration is
justified as, despite some drilling issues in prior exploration
programmes, positive drilling results have been obtained so far. In
the opinion of the directors this asset is not impaired.
Although there has been no exploration during the reporting
period on the County Line Project, Nevada (carrying value
GBP158,102), in the judgement of the directors further evaluation
of the production potential is justified in view of its proximity
to the CS Project and project synergies. Additional testwork has
been budgeted for and the Company's mining claims have been renewed
for a further 12-month period. The project is not impaired.
Positive drilling results have previously been obtained from the
Clayton Project, Nevada (carrying value of GBP134,151) and further
exploration has been budgeted, therefore in the opinion of the
directors the project is not impaired.
Also, in relation to other projects, the exploration rights are
being maintained and further exploration and/or drilling is
budgeted therefore the directors have reached the conclusion that
no other impairments are required.
Going concern
The preparation of financial statements requires an assessment
of the validity of the going concern assumption. This in turn is
dependent on finance being available for the continuing working
capital requirements of the Group. Based on the assumption that
such finance will become available, the directors believe that the
going concern basis is appropriate for these accounts.
Share warrants and share-based payments
The estimates of costs recognised in connection with the fair
value of share warrants requires that management selects an
appropriate valuation model and make decisions on various inputs
into the model including the volatility of its own share price, the
probable life of the warrants before exercise, and behavioural
consideration of warrant holders.
2. Segmental analysis
The Chief Operating Decision Maker is the Board of Directors.
The Board considers the business has one reportable segment, the
management of exploration projects, which is supported by a Head
Office function. For the purpose of measuring segmental profits and
losses the exploration segment bears only those direct costs
incurred by or on behalf of those projects, no Head Office cost
allocations are made to this segment. The Head Office function
recognises all other costs.
2. Segmental Analysis (continued)
Exploration Head
projects office Total
2023 GBP GBP GBP
------------------------------------------------------ ------------ ---------- ----------
Consolidated Income Statement
Pre-licence exploration costs 3,753 - 3,753
Share-based payments - 5,319 5,319
Impairment of deferred exploration expenditure - - -
Other expenses - 420,100 420,100
------------------------------------------------------ ------------ ---------- ----------
Other Income (36,881) - (36,881)
------------------------------------------------------ ------------ ---------- ----------
Operating loss 33,128 (425,419) (392,291)
Interest receivable - 1,000 1,000
------------------------------------------------------ ------------ ---------- ----------
Loss before tax 33,128 (424,419) (391,291)
Taxation - - -
------------------------------------------------------ ------------ ---------- ----------
Loss for the year attributable to equity
holders of the parent 33,128 (424,419) (391,291)
------------------------------------------------------ ------------ ---------- ----------
Non-current assets
Intangible assets:
Deferred exploration costs:
County Line Diatomite Project,
USA 158,102 - 158,102
Bay State Silver Project, USA 458,259 - 458,259
NewPerl Project/Jackson Wash Project,
USA 74,708 - 74,708
Ridge Limestone Project, USA 36,682 - 36,682
CS Pozzolan-Perlite Project, USA 1,439,893 - 1,439,893
Clayton Gold Project, USA 134,151 - 134,151
Newark Silver-Gold Project, USA 36,059 - 36,059
Hazen Pozzolan Project, USA 23,586 - 23,586
Pioche Sepiolite, USA 17,287 - 17,287
Reese Ridge Project, USA 30,584 - 30,584
-------- -------------------------------------------- ------------ ---------- ----------
2,409,311 - 2,409,311
Right of use assets 5,536 - 5,536
Other investments - 11,192 11,192
------------------------------------------------- ------------ ---------- ----------
2,414,847 11,192 2,426,039
------------------------------------------------------ ------------ ---------- ----------
Current assets
Receivables 112,606 32,853 145,459
Cash and cash equivalents - 177,967 177,967
------------------------------------------------------ ------------ ---------- ----------
112,606 210,820 323,426
------------------------------------------------------ ------------ ---------- ----------
Current liabilities
Trade and other payables (17,104) (91,669) (108,773)
Lease liabilities (2,644) - (2,644)
------------------------------------------------------ ------------ ---------- ----------
Net current assets 92,858 119,151 212,009
------------------------------------------------------ ------------ ---------- ----------
Non-current liabilities
Reclamation liabilities (29,525) - (29,525)
Lease liabilities - - -
Convertible Loan Note - (300,000) (300,000)
------------------------------------------------------ ------------ ---------- ----------
Net assets 2,478,180 (169,657) 2,308,523
------------------------------------------------------ ------------ ---------- ----------
Other data
Deferred exploration additions 124,761 - 124,761
Exchange rate adjustments to deferred
exploration costs (219,262) - (219,262)
------------------------------------------------------ ------------ ---------- ----------
2. Segmental Analysis (continued)
Exploration Head
projects office Total
2022 GBP GBP GBP
------------------------------------------------------ ------------ ---------- ----------
Consolidated Income Statement
Pre-licence exploration costs 5,638 - 5,638
Share-based payments - 1,087 1,087
Impairment of deferred exploration expenditure 194,247 - 194,247
Other expenses - 290,773 290,773
Other income (13,474) - (13,474)
------------------------------------------------------ ------------ ---------- ----------
Operating loss (186,411) (291,860) (478,271)
Interest receivable - 48 48
------------------------------------------------------ ------------ ---------- ----------
Loss before tax (186,411) (291,812) (478,223)
Taxation - - -
------------------------------------------------------ ------------ ---------- ----------
Loss for the year attributable to equity
holders of the parent (186,411) (291,812) (478,223)
------------------------------------------------------ ------------ ---------- ----------
Non-current assets
Intangible assets:
Deferred exploration costs:
County Line Diatomite Project,
USA 168,990 - 168,990
Bay State Silver Project, USA 497,398 - 497,398
NewPerl Project/Jackson Wash Project,
USA 79,419 - 79,419
Ridge Limestone Project, USA 36,997 - 36,997
CS Pozzolan-Perlite Project, USA 1,505,188 - 1,505,188
Clayton Gold Project, USA 144,187 - 144,187
Newark Silver-Gold Project, USA 38,013 - 38,013
Hazen Pozzolan Project, USA 18,748 - 18,748
Pioche Sepiolite, USA 14,872 - 14,872
-------- -------------------------------------------- ------------ ---------- ----------
2,503,812 - 2,503,812
Right of use assets 11,147 - 11,147
Other investments - 20,075 20,075
------------------------------------------------- ------------ ---------- ----------
2,514,959 20,075 2,535,034
------------------------------------------------------ ------------ ---------- ----------
Current assets
Receivables 110,099 52,835 162,934
Cash and cash equivalents - 96,126 96,126
------------------------------------------------------ ------------ ---------- ----------
110,099 148,961 259,060
------------------------------------------------------ ------------ ---------- ----------
Current liabilities
Trade and other payables (16,132) (84,313) (100,445)
Lease liabilities (2,839) - (2,839)
------------------------------------------------------ ------------ ---------- ----------
Net current assets 91,128 64,648 155,776
------------------------------------------------------ ------------ ---------- ----------
Non-current liabilities
Reclamation liabilities (32,079) - (32,079)
Lease liabilities (2,874) - (2,874)
------------------------------------------------------ ------------ ---------- ----------
Net assets 2,571,134 84,723 2,655,857
------------------------------------------------------ ------------ ---------- ----------
Other data
Deferred exploration additions 138,054 - 138,054
Exchange rate adjustments to deferred
exploration costs 427,432 - 427,432
------------------------------------------------------ ------------ ---------- ----------
3. Loss before income tax
2023 2022
The operating loss is stated after charging: GBP GBP
------------------------------------------------- ------- -------
Fees payable to the Company's auditor for:
The audit of the Company's annual accounts 18,242 13,421
Other Services:
Interim review of accounts 1,725 1,200
Corporation tax fees 1,045 998
------------------------------------------------- ------- -------
4. Directors' emoluments
2023 2022
Remuneration in respect of directors was as follows: GBP GBP
------------------------------------------------------ ------- -------
P L Cheetham (salary) 21,333 16,000
J Cole (salary) 21,333 16,000
R D Murphy (salary) 21,333 16,000
------------------------------------------------------ ------- -------
63,999 48,000
------------------------------------------------------ ------- -------
The above remuneration amounts do not include non-cash
share-based payments charged in these financial statements in
respect of share warrants issued to the directors amounting to
GBP4,335 (2022: GBP262) or Employer's National Insurance
contributions of GBP3,589 (2022: GBPNil).
The directors are also the key management personnel. If all
benefits are taken into account, the total key management personnel
compensation would be GBP71,924 (2022: GBP48,262).
5. Staff costs
Staff costs for the Group and the Company, including 2023 2022
directors, were as follows: GBP GBP
------------------------------------------------------ ------- -------
Wages and salaries 64,000 48,000
Social security costs 3,589 -
Pension - -
Share-based payments 4,335 262
------------------------------------------------------ ------- -------
71,924 48,262
------------------------------------------------------ ------- -------
The average monthly number of employees employed
by the Group and the Company during the year was 2023 2022
as follows: Number Number
--------------------------------------------------- -------- --------
Directors 3 3
Other Officers - -
--------------------------------------------------- -------- --------
3 3
--------------------------------------------------- -------- --------
The Company does not employ any staff directly apart from the
directors. The services of technical and administrative staff are
provided by Tertiary Minerals plc as part of the Management
Services Agreement between the two companies (see Note 16).
The Company issues share warrants to employees of Tertiary
Minerals plc from time to time and these non-cash share-based
payments resulted in a charge within the financial statements of
GBP118 (2022: GBP157).
Company secretarial services are provided by Mr R. Venables
through City Group plc.
6. Loss per share
Loss per share has been calculated using the loss for the year
attributable to equity holders of the Company and the weighted
average number of shares in issue during the year.
2023 2022
------------------------------------------ -------------- --------------
Loss (GBP) (391,291) (478,223)
Weighted average shares in issue (No.) 3,955,796,532 3,734,454,207
------------------------------------------ -------------- --------------
Basic and diluted loss per share (pence) (0.010) (0.013)
------------------------------------------ -------------- --------------
The loss attributable to ordinary shareholders and weighted
average number of ordinary shares for the purpose of calculating
the diluted earnings per ordinary share are identical to those used
for the basic earnings per ordinary share. This is because the
exercise of share warrants would have the effect of reducing the
loss per ordinary share and is therefore anti-dilutive.
7. Income tax
No liability to corporation tax arises for the year due to the
Group recording a taxable loss (2022: GBPNil).
The tax credit for the period is lower than the credit resulting
from the loss before tax at the standard rate of corporation tax in
the UK - 19% (2022: 19%). The differences are explained below.
2023 2022
Tax reconciliation GBP GBP
------------------------------------------------ ------------ ------------
Loss before tax (391,291) (478,223)
------------------------------------------------ ------------ ------------
Tax at 19% (2022: 19%) (74,345) (90,862)
------------------------------------------------ ------------ ------------
Pre-trading expenditure not deductible for tax
purposes 5,305 17,563
------------------------------------------------ ------------ ------------
Expenditure not deductible for tax purposes 11,752 268
------------------------------------------------ ------------ ------------
Unrelieved losses carried forward (57,288) (73,031)
------------------------------------------------ ------------ ------------
Tax charge/credit for year - -
------------------------------------------------ ------------ ------------
Total losses carried forward (4,448,062) (4,158,554)
------------------------------------------------ ------------ ------------
Factors that may affect future tax charges
The Group has total losses carried forward of GBP4,448,062
(2022: GBP4,158,554). This amount would be charged to tax, thereby
reducing tax liability, if sufficient profits were made in the
future capped to GBP5m per annum allowance. The deferred tax asset
has not been recognised as the future recovery is uncertain given
the exploration status of the Group.
8. Investments
Subsidiary undertakings
Type and percentage
Country of shares held
of Date of at
incorporation/ incorporation/ 30 September Principal
Company registration registration 2023 activity
--------------------------- ---------------- ---------------- -------------------- --------------------
Sunrise Minerals Australia 7 October 100% of ordinary
Pty Ltd Australia 2009 shares Mineral exploration
Nevada, 12 January 100% of ordinary
SR Minerals Inc. USA 2014 shares Mineral exploration
Nevada, 13 April 100% of ordinary
Westgold Inc. USA 2016 shares Mineral exploration
--------------------------- ---------------- ---------------- -------------------- --------------------
The registered office of Sunrise Minerals Australia Pty Ltd is
Level 4, 35-37 Havelock Street West, Perth, WA 6005.
The registered office of SR Minerals Inc. and Westgold Inc. is
241 Ridge Street, Suite 210, Reno, NV 89501.
Company Company
2023 2022
Investment in subsidiary undertakings GBP GBP
--------------------------------------- ---------- ----------
Value at start of year 2,609,413 2,753,586
Additions 144,700 173,927
Movement in provision - (318,100)
--------------------------------------- ---------- ----------
At 30 September 2,754,113 2,609,413
--------------------------------------- ---------- ----------
Investments in share capital of subsidiary undertakings
The directors consider that the carrying value of the Company's
investments in shares of subsidiary undertakings totalling GBP63 is
not material and therefore does not require an impairment
review.
Loans to Group undertakings
Amounts owed by subsidiary undertakings are unsecured and
payable in cash. Loan interest is charged to US subsidiaries on
intercompany loans with Parent Company.
A review of the recoverability of investments in and loans to
subsidiary undertakings totalling GBP2,754,113 has been carried out
in accordance with IFRS 9. As a result, the directors have
concluded that no potential credit losses arose in the year. The
assessment has been based upon a review of the underlying
exploration assets held by the subsidiary undertakings.
Other investments - listed investments
Type and percentage
of shares held
Country of at
incorporation/ 30 September Principal
Company registration 2023 activity
-------------------------- ---------------- -------------------- --------------------
0.09% of ordinary
VR Resources Ltd Canada shares Mineral exploration
0.04% of ordinary
Power Metal Resources plc United Kingdom shares Mineral exploration
-------------------------- ---------------- -------------------- --------------------
Group Company Group Company
Investment designated at fair 2023 2023 2022 2022
value through OCI GBP GBP GBP GBP
------------------------------- -------- -------- --------- ---------
Value at start of year 20,075 11,250 63,503 45,675
Additions - - - -
Disposals - - (23,263) (23,263)
------------------------------- -------- -------- --------- ---------
Movement in valuation (7,466) (5,625) (20,165) (11,162)
Movement in foreign exchange 1,417 - - -
------------------------------- -------- -------- --------- ---------
At 30 September 11,192 5,625 20,075 11,250
------------------------------- -------- -------- --------- ---------
The fair value of each investment is equal to the market value
of its shares at 30 September 2023, based on the closing mid-market
price of shares on its equity exchange market.
These are level one inputs for the purpose of the IFRS 13 fair
value hierarchy.
9. Intangible assets
Group Company Group Company
2023 2023 2022 2022
Deferred exploration expenditure GBP GBP GBP GBP
--------------------------------------- ------------ ------------ ------------ ------------
Cost
At start of year 5,426,535 2,203,594 4,861,613 2,203,594
Reclamation - - (564) -
Additions 124,761 - 138,054 -
Foreign currency exchange adjustments (219,262) - 427,432 -
--------------------------------------- ------------ ------------ ------------ ------------
At 30 September 5,332,034 2,203,594 5,426,535 2,203,594
--------------------------------------- ------------ ------------ ------------ ------------
Impairment
At start of year (2,922,723) (2,203,594) (2,728,476) (2,203,594)
Impairment losses during the
year - - (194,247) -
--------------------------------------- ------------ ------------ ------------ ------------
At 30 September (2,922,723) (2,203,594) (2,922,723) (2,203,594)
--------------------------------------- ------------ ------------ ------------ ------------
Net book value
At 30 September 2,409,311 - 2,503,812 -
--------------------------------------- ------------ ------------ ------------ ------------
At start of year 2,503,812 - 2,133,137 -
--------------------------------------- ------------ ------------ ------------ ------------
During the year the directors carried out an impairment review
with reference to IFRS 6.20 (a) which resulted in no impairment
being required . Refer to accounting policy 1(d) and 1(j) for a
description of the considerations used in the impairment
review.
10. Property, plant and equipment
The Group has the use of tangible assets held by a related
undertaking, Tertiary Minerals plc, under a Management Services
Agreement between the two companies.
11. Receivables
Group Company Group Company
2023 2023 2022 2022
GBP GBP GBP GBP
------------------- -------- -------- -------- --------
Prepayments 18,528 16,203 41,052 37,506
Other receivables 126,931 14,166 126,373 11,658
------------------- -------- -------- -------- --------
At 30 September 145,459 30,369 167,425 49,164
------------------- -------- -------- -------- --------
12. Cash and cash equivalents
Group Company Group Company
2023 2023 2022 2022
Cash at bank and in hand GBP GBP GBP GBP
-------------------------- -------- -------- ------- --------
At 30 September 177,967 160,711 96,126 73,644
-------------------------- -------- -------- ------- --------
13. Trade and other payables
Group Company Group Company
2023 2023 2022 2022
GBP GBP GBP GBP
------------------------------------- -------- -------- -------- --------
Amounts owed to related undertaking
- Tertiary Minerals plc 50,749 50,749 46,233 46,233
Trade creditors 10,095 8,993 10,450 9,057
Accruals 31,734 23,265 19,762 10,771
Deferred income 4,098 - 4,491 -
Other payables 10,916 10,916 20,116 20,116
Other taxation and social security 1,181 1,181 3,884 3,884
------------------------------------- -------- -------- -------- --------
At 30 September 108,773 95,104 104,936 90,061
------------------------------------- -------- -------- -------- --------
14. Share capital and reserves
2023 2023 2022 2022
Number GBP Number GBP
------------------------------ -------------- ---------- -------------- ----------
Share capital - Allotted,
called up and fully paid
Ordinary shares of 0.1p each
Balance at start of year 3,833,559,087 3,833,559 3,701,804,687 3,701,805
Shares issued in the year 261,492,943 261,493 131,754,400 131,754
------------------------------ -------------- ---------- -------------- ----------
Balance at 30 September 4,095,052,030 4,095,052 3,833,559,087 3,833,559
------------------------------ -------------- ---------- -------------- ----------
During the year to 30 September 2023, the following share issues
took place:
An issue of 80,000,000 0.1p ordinary shares at 0.1p per share to
Towards Net Zero, LLC ("TNZ") by way of a share placing in relation
to the First Closing of a Convertible Securities Issuance Deed (29
November 2022), for a total consideration of GBP80,000.
An issue of 20,116,000 0.1p ordinary shares at 0.1p per share to
three directors, for a total consideration of GBP20,116 in
satisfaction of directors' fees (16 January 2023).
An issue of 35,714,286 0.1p Ordinary Shares at 0.1p per share,
by exercise of conversion rights (TNZ convertible loan note), for a
total consideration of GBP35,714 before expenses (6 April
2023).
An issue of 15,519,800 0.1p ordinary shares at 0.1p per share to
three directors, for a total consideration of GBP15,520 in
satisfaction of directors' fees (8 June 2023).
An issue of 3,000,000 0.1p ordinary shares at 0.1p per share in
settlement of a portion of outstanding net fees to Mining and
Metals Research Corporation, for a total consideration of GBP3,000
(8 June 2023).
An issue of 35,714,286 0.1p Ordinary Shares at 0.1p per share,
by exercise of conversion rights (TNZ convertible loan note), for a
total consideration of GBP35,714 before expenses (4 July 2023).
An issue of 71,428,571 0.1p Ordinary Shares at 0.1p per share,
by exercise of conversion rights and the issue of fee shares in
connection with the Deed (TNZ second convertible loan note), for a
total consideration of GBP71,429 before expenses (11 August
2023).
During the year to 30 September 2022 a total of 131,754,400 0.1p
ordinary shares were issued, at an average price of 0.34p per
share, for a total consideration of GBP136,455 net of expenses.
Nature and purpose of reserves
Foreign currency reserve
Exchange differences relating to the translation of the net
assets of the Group's foreign operations, which relate to
subsidiaries only, from their functional currency into the Parent's
functional currency, being Sterling, are recognised directly in the
foreign currency reserve.
Share warrant reserve
The share warrant reserve is used to recognise the value of
equity-settled share warrants provided to employees, including key
management personnel, as part of their remuneration, and to third
parties in connection with fundraising. Refer to Note 15 for
further details.
Share premium reserve
The share premium account represents premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from share
premium.
Fair value reserve
Fair value reserve represents the cumulative fair value changes
of available-for-sale equity investment assets.
15. Share warrants granted
Warrants not exercised or expired at 30 September 2023
Issue date Exercise price Number Exercisable Expiry dates
------------ --------------- ----------- ---------------- -------------
Any time from
21/02/19 0.160p 4,000,000 21/02/20 21/02/24
Any time from
21/02/19 0.110p 4,000,000 21/02/20 21/02/24
*Any time from
06/08/20 0.195p 35,000,000 05/08/21 05/08/25
Any time from
05/08/22 0.113p 8,000,000 05/08/23 05/08/27
**Any time from
24/03/23 0.150p 25,000,000 31/12/23 24/03/28
Any time from
09/08/23 0.100p 9,000,000 09/08/24 09/08/28
Total 85,000,000
------------ --------------- ----------- ---------------- -------------
*Of these, 15,000,000 warrants cannot be exercised before the
Company makes the first sustainable sale of perlite/pozzolan
product from the CS Project.
**These 25,000,000 warrants did not meet their vesting criteria
and expired on 31 December 2023.
Share warrants are issued for nil consideration and are
exercisable as disclosed above. They are exchangeable on a one for
one basis for each ordinary share of 0.1p at the exercise price on
the date of conversion.
Share warrant movements:
2023 2022
-------------------------- ----------------------------
Weighted Weighted
average average
Number of exercise exercise
share price Number of price
warrants (Pence) share warrants (Pence)
------------------------------ -------------- ---------- ---------------- ----------
Outstanding at start of year 168,750,000 0.19 49,500,000 0.18
Granted during the year 34,000,000 0.14 122,500,000 0.19
Forfeited during the year - - - -
Exercised during the year - - (500,000) 0.135
Expired during the year (117,750,000) 0.20 (2,750,000) 0.135
------------------------------ -------------- ---------- ---------------- ----------
Outstanding at end of year 85,000,000 0.16 168,750,000 0.19
------------------------------ -------------- ---------- ---------------- ----------
Exercisable at end of year 51,000,000 0.17 160,750,000 0.19
------------------------------ -------------- ---------- ---------------- ----------
The share warrants outstanding at 30 September 2023 had a
weighted average exercise price of 0.16p (2022: 0.19p), a weighted
average fair value of 0.05p (2022: 0.02p) and a weighted average
remaining contractual life of 2.97 years.
In the year ended 30 September 2022, warrants were granted on 18
July 2022 as part of fundraise and to Peterhouse Capital Limited as
settlement of broker commission and broker quarterly fee with an
aggregate estimated fair value of GBP667.
In the year ended 30 September 2022, warrants were granted on 5
August 2022 to non-executive directors of the Company and employees
of Tertiary Minerals plc with an aggregate estimated fair value of
GBP2,735. Note 5 explains the value recognised in the reporting
period in respect of Tertiary Minerals plc.
In the year ended 30 September 2023, warrants were granted on 24
March 2023 and 9 August 2023 to the Executive Chairman, the
non-executive directors of the Company and employees of Tertiary
Minerals plc with an aggregate estimated fair value of GBP3,005.
Note 5 explains the value recognised in the reporting period in
respect of Tertiary Minerals plc.
In the year to 30 September 2023, the Company recognised
expenses of GBP5,319 (2022: GBP1,087) related to issuing of share
warrants in connection with equity-settled share-based payment
transactions. The fair value is charged to administrative expenses
and where there is a vesting period it is charged on a
straight-line basis over the vesting period, together with a
corresponding increase in equity, based on the management's
estimate of shares that will eventually vest.
The fair values of warrants are estimated using a
Black-Scholes-Merton Pricing Model and charged to administrative
expenses on a straight-line basis over the vesting period, together
with a corresponding increase in equity, based on the management's
estimate of shares that will eventually vest.
The inputs into the Black-Scholes-Merton Pricing
Model were as follows: 2023 2022
-------------------------------------------------- ------ ------
Weighted average share price 0.09p 0.11p
Weighted average exercise price 0.14p 0.19p
Expected volatility 50% 60%
Expected life 4.74 0.75
Risk-free rate 0.04% 0.02%
Expected dividend yield 0% 0%
-------------------------------------------------- ------ ------
Expected volatility was determined by calculating the historical
volatility of the Company's share price over the previous 3 years.
The expected life used in the model has been adjusted, based on
management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
16. Related party transactions
Key management personnel
The directors holding office at the year end and their warrants
held in the share capital of the Company are:
At 30 September 2023 At 30 September
2022
Share Warrant Warrant Share
Shares warrants exercise expiry Shares warrants
number number price date number number
--------------- ------------ ----------- ---------- --------- ------------ -----------
P L Cheetham* 255,785,016 30,000,000 0.195p 05/08/25 247,532,996 30,000,000
25,000,000 0.150p 24/03/28
J Cole 20,555,653 2,500,000 0.113p 05/08/27 6,863,763 2,500,000
2,500,000 0.100p 09/08/28
R D Murphy 78,785,677 2,000,000 0.160p 21/02/24 65,093,787 6,500,000
2,000,000 0.195p 05/08/25
2,500,000 0.113p 05/08/27
2,500,000 0.100p 09/08/28
--------------- ------------ ----------- ---------- --------- ------------ -----------
*Includes 5,500,000 shares held by K E Cheetham, wife of P L
Cheetham
These 25,000,000 warrants did not meet their vesting criteria
and expired on 31 December 2023.
Tertiary Minerals plc
Sunrise Resources plc is treated as an investment in the
consolidated accounts of Tertiary Minerals plc, which held 0.12% of
the issued share capital of Sunrise Resources plc on 30 September
2023 (2022: 0.57%).
Tertiary Minerals plc provides management services to Sunrise
Resources plc and consequently during the year the Group incurred
costs of GBP167,558 (2022: GBP171,052).
At the balance sheet date, an amount of GBP50,749 (2022:
GBP46,232) was due to Tertiary Minerals plc, included in trade and
other payables (Note 13).
Patrick Cheetham, the Executive Chairman of the Company, is also
a director of Tertiary Minerals plc.
17. Leases
Group Group
2023 2022
Right of use assets GBP GBP
--------------------------------------- --------- ---------
Cost
At start of year 25,399 21,010
Additions - -
Disposals - -
Foreign currency exchange adjustments (2,224) 4,389
--------------------------------------- --------- ---------
At 30 September 23,175 25,399
--------------------------------------- --------- ---------
Depreciation
At start of year (14,252) (7,587)
Charge for the year (4,635) (5,080)
Disposals - -
Foreign currency exchange adjustments 1,248 (1,585)
--------------------------------------- --------- ---------
At 30 September (17,639) (14,252)
--------------------------------------- --------- ---------
Carrying amounts
At 30 September 5,536 11,147
--------------------------------------- --------- ---------
At start of year 11,147 13,423
--------------------------------------- --------- ---------
Group Group
2023 2022
Lease liabilities GBP GBP
--------------------------------------- -------- --------
Cost
At start of year 5,713 7,015
Additions - -
Lease payments (2,623) (2,874)
Interest charge 54 106
Foreign currency exchange adjustments (500) 1,466
--------------------------------------- -------- --------
At 30 September 2,644 5,713
--------------------------------------- -------- --------
Minimum
lease Present
payments Interest value
GBP GBP GBP
--------------------------------------- ---------- --------- --------
No later than one year 2,644 - 2,644
Later than one year and no later than
5 years - - -
Later than five years - - -
--------------------------------------- ---------- --------- --------
Total lease liabilities 2,644
--------------------------------------- ---------- --------- --------
Current liabilities 2,644
Non-current liabilities -
--------------------------------------- ---------- --------- --------
The right of use assets and related lease liabilities are for
the lease of water rights for use in conjunction with the CS
Project in Nevada, USA. Total cash flow outflow amount is GBP4,689.
This lease expires on 5 December 2024 but may be renewed with
consent from the Lessor.
18. Capital management
The Group's capital requirements are dictated by its project and
overhead funding requirements from time to time. Capital
requirements are reviewed by the Board on a regular basis.
The Group manages its capital to ensure that entities within the
Group will be able to continue as going concerns, to increase the
value of the assets of the business and to provide an adequate
return to shareholders in the future when exploration assets are
taken into production.
The Group manages the capital structure and makes adjustments to
it in the light of changes in economic conditions and the risk
characteristics of its assets. In order to maintain or adjust the
capital structure the possibilities open to the Group in future
include issuing new shares, consolidating shares, returning capital
to shareholders, taking on debt and selling assets.
19. Financial instruments
At 30 September 2023, the Group's and Company's financial assets
consisted of receivables due within one year, other investments and
cash and cash equivalents. At the same date, the Group and Company
had no financial liabilities other than trade and other payables
due within one year and had no agreed borrowing facilities as at
this date. There is no material difference between the carrying and
fair values of the Group's and Company's financial assets and
liabilities.
The carrying amounts for each category of financial instrument
held at 30 September 2023, as defined in IFRS 9, are as
follows:
Group Company Group Company
2023 2023 2022 2022
GBP GBP GBP GBP
---------------------------------------- -------- -------- -------- --------
Financial assets at amortised cost 304,898 174,877 245,433 108,238
Financial assets at fair value through
other comprehensive income 11,192 5,625 20,075 11,250
Financial Liabilities at amortised
cost 435,663 393,923 118,728 66,061
---------------------------------------- -------- -------- -------- --------
Risk management
The principal risks faced by the Group and Company resulting
from financial instruments are liquidity risk, foreign currency
risk and, to a lesser extent, interest rate risk and credit risk.
The directors review and agree policies for managing each of these
risks as summarised below. The policies have remained unchanged
from previous periods as the risks are assessed not to have
changed.
Liquidity risk
The Group holds cash balances in Sterling, US Dollars,
Australian Dollars and others to provide funding for exploration
and evaluation activity, whilst the Company holds cash balances in
Sterling, US Dollars, Australian Dollars and small amounts in other
currencies.
The Company is dependent on equity fundraising through private
placings which the directors regard as the most cost-effective
method of fundraising. The directors monitor cash flow in the
context of their expectations for the business to ensure sufficient
liquidity is available to meet foreseeable needs.
Currency risk
The Group's financial risk management objective is broadly to
seek to make neither profit nor loss from exposure to currency or
interest rate risks. The Group is exposed to transactional foreign
exchange risk and takes profits and losses as they arise as, in the
opinion of the directors, the cost of hedging against fluctuations
would be greater than the related benefit from doing so.
Fluctuations in the exchange rate may have a material effect on
reported loss or equity.
Group Company Group Company
Bank balances were held in the following 2023 2023 2022 2022
denominations: GBP GBP GBP GBP
------------------------------------------ -------- -------- ------- --------
United Kingdom Sterling 158,988 158,988 49,959 49,959
Australian Dollar 4,302 635 8,588 4,381
United States Dollar 14,599 1,010 37,501 19,226
Other 78 78 78 78
------------------------------------------ -------- -------- ------- --------
Interest rate risk
The Company finances operations through equity fundraising. The
Company currently has borrowings in the form of convertible
securities in respect of which fees are payable on conversion where
the market price of the Company's ordinary shares is less than the
par value.
Fluctuating interest rates have the potential to affect the loss
and equity of the Group and the Company insofar as they affect the
interest paid on financial instruments held for the benefit of the
Group. The directors do not consider the effects to be material to
the reported loss or equity of the Group or the Company presented
in the financial statements.
Credit risk
The Company has exposure to credit risk through receivables such
as VAT refunds, invoices issued to related parties and its joint
arrangements for management charges. The amounts outstanding from
time to time are not material other than for VAT refunds which are
considered by the directors to be low risk.
The Company has exposure to credit risk in respect of its cash
deposits with NatWest bank and this exposure is considered by the
directors to be low risk.
20. Provision for liabilities
2023 2022
Group GBP GBP
----------------------- -------- --------
Reclamation Liability
At start of year 32,079 26,665
Additions - 2,915
Reduction/reversal - (3,479)
Interest 255 409
Exchange adjustments (2,809) 5,569
----------------------- -------- --------
At 30 September 29,525 32,079
----------------------- -------- --------
The Group makes provision for future reclamation costs relating
to exploration projects. Provisions are calculated based upon
internal estimates and expected costs based upon past experience
and expert guidance where appropriate.
Reclamation liabilities are covered by reclamation bonds and
reclamation takes place when exploration on a particular project or
project area terminates or when the Company seeks repayment of a
particular reclamation bond. Estimates of reclamation liability are
made using regularly updated government exploration cost estimation
software and the risk associated with such estimates is judged by
the directors to be low.
21. Contingent assets
The Company has the following contingent assets:
Golden Metal Resources 2% Net Smelter Return Royalty, received
as part of the consideration for the disposal of the Stonewall and
Garfield exploration projects in June 2021.
No values have been assigned to these contingent assets on the
basis that realisation is uncertain and considered to be
unpredictable.
22. Other income
Lease Option agreement with Kinross
In October 2021, the Company entered into a lease/option
agreement with Kinross Gold U.S.A., Inc. ("Kinross") granting
Kinross a Lease and Option to purchase the Company's 25 Jackson
Wash mining claims in Nevada, USA. Under the terms of the
Agreement, a lease payment was made to the Company of US$5,000 in
October 2023. If the option is exercised, the Company will retain a
2.5% Net Smelter Return Royalty.
Sale Option agreement with Tolsa
In June 2022, the Company granted Tolsa USA, Inc. ("Tolsa") an
option to purchase the Pioche Sepiolite Project. This option was
extended in December 2022 and Tolsa paid a US$50,000 extension fee
to the Company.
23. Convertible Loan note
On 29 November 2022, the Company raised GBP280,000 through a
share placing of 80,000,000 new ordinary shares and the issue of a
GBP200,000 convertible security (the "First Convertible Security).
The agreement, with US institutional investor Towards Net Zero LLC
("TNZ"), allowed the Company to issue a further convertible
security within 6 months of the Closing Date, 6 December 2022, to
raise a further GBP200,000 subject to certain conditions
precedent.
On 5 June 2023, the conditions precedent were met, and the
Company issued a further GBP200,000 convertible security (the
"Second Convertible Security).
The convertible securities balance at 30 September 2023 totalled
GBP300,000 having been reduced by GBP100,000 as follows:
a) On 6 April 2023, the Company announced that it had received a
Conversion Notice from TNZ in respect of GBP25,000 of the First
Convertible Security. As a result, the Company issued a total of
35,714,286 new ordinary shares at a price of 0.1 pence per share.
This included 10,714,286 Fee Shares and 25,000,000 Conversion
Shares.
b) On 4 July 2023, the Company announced that it had received a
further Conversion Notice from TNZ in respect of GBP25,000 of the
First Convertible Security. As a result, the Company issued a total
of 35,714,286 new ordinary shares at a price of 0.1 pence per
share. This included 10,714,286 Fee Shares and 25,000,000
Conversion Shares.
c) On 11 August 2023, the Company announced that it had received
a further Conversion Notice from TNZ in respect of GBP50,000 of the
Second Convertible Security. As a result, the Company issued a
total of 71,428,571 new ordinary shares at a price of 0.1 pence per
share. This included 21,428,571 Fee Shares and 50,000,000
Conversion Shares.
The convertible securities are free of interest.
24. Events after the year-end
Capital Restructure
At a General Meeting on 22 November 2023, the shareholders
approved the sub-division of the Company's ordinary share capital,
whereby each existing Ordinary Share with a nominal value of 0.1p
was subdivided into 1 new Ordinary Share of 0.001p and 1 Deferred
Share of 0.099p each, and the subsequent buy back and cancellation
of the Deferred Shares. The Sub-Division was completed on 23
November 2023. The Deferred Shares had no significant rights
attached to them and carried no right to vote or to participate in
distribution of surplus assets and were not admitted to trading on
the AIM market of the London Stock Exchange plc. The Deferred
Shares effectively carried no value and the Buy Back and
Cancellation of the Deferred Shares was completed on 29 November
2023 and was funded by an issue of 10,000 ordinary shares at 0.07
pence made for that specific purpose.
Pioche Project
By an agreement dated 27 December 2023, the Company agreed with
Tolsa USA, Inc. to extend the term of the Option Agreement to 28
December 2024 in exchange for a payment of a further option fee of
US$100,000 by 15 January 2024 and an increase in the Option
Exercise Price from US$1.25 million to US$1.4 million.
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END
FR BJMATMTITBJI
(END) Dow Jones Newswires
January 24, 2024 02:00 ET (07:00 GMT)
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