TIDMUPL
RNS Number : 6845D
Upland Resources Limited
30 October 2020
30 October 2020
Upland Resources Limited
("Upland" or the "Company")
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEARED 30 JUNE
2020
Upland Resources Limited (LSE: UPL), the oil and gas company
actively building a portfolio of attractive upstream assets, is
pleased to announce the publication of its audited annual report
and financial statements for the year ended 30 June 2020 ("2020
Report").
The Company's 2020 Report will be posted to shareholders shortly
and it will also be made available on the Company's website at:
http://uplandres.com/
In addition, a copy of the 2020 Report will be uploaded to the
National Storage Mechanism and will be available for viewing
shortly at http://www.morningstar.co.uk/uk/NSM
Highlights include:
-- Changed Company domicile from the British Virgin Islands to
Jersey to enhance corporate governance. This migration to Jersey
means that the Company has now become subject to the City code on
Takeovers and Mergers.
-- Appointment of two additional non-executive directors, Mr
Dixon Wong and Mr Christopher Pitman, to the Board.
-- Awarded the P2478 and P2470 'Innovate' licences by the UK Oil
and Gas Authority as a result of the competitive UK 31st Offshore
Licensing Round along with its partners. P2470 has been
relinquished, but a work sharing and confidentiality agreement has
been signed with a large international E&P company in respect
of P2478.
-- Successfully raised GBP250,000 in February via a
subscription. A further GBP470,000 was raised in July (after the
year-end) to progress the Company's projects in Tunisia and
opportunities in Sarawak and Brunei.
Post Period End:
-- On 10 September 2020, Bolhassan Di became interim CEO
replacing Christopher Pitman who remains a director but will now
concentrate on developing new business opportunities.
-- Commissioned highly experienced external consultant GAIA
Consulting to undertake a detailed geological and geophysical study
of the Saouaf Permit area in order to prepare a lead and prospect
inventory and to further evaluate existing Saouaf licence area data
ahead of initiating formal farm-out processes.
-- Recent political developments in Sarawak, Malaysia have given
cause for optimism in a highly attractive area for new hydrocarbon
plays.
Upland CEO Bolhassan Di commented:
"Against a backdrop of a particularly difficult period for the
oil and gas sector and global financial markets we were pleased to
be able to make progress in furthering our objectives to develop
the high potential Tunisian Saouaf License and to progress
initiatives to secure additional highly attractive hydrocarbon
plays in south-east Asia.
Following a period of data consolidation and preparation, we
have recently begun to see very promising results from our work in
Tunisia specifically identifying a highly promising sub-salt play,
new for the Saouaf area but well proven in Algeria and Morocco. The
first phase of this work is now complete, and we look forward to
updating investors on further phases in the near term.
In Brunei we have entered into a Memorandum of Understanding
with Bruneian oil and gas industry services provider Viddacom; this
was a strategy we have been working to progress for some time. The
MOU provides Upland with a strong local partner as we work hard to
pursue licence applications through the Petroleum Authority of
Brunei Darussalam.
In Sarawak, Malaysia there continues to be positive progress in
negotiations between the Sarawak state government and Petronas in
relation to the management of oil and gas assets in Sarawak. There
are now encouraging signals that industry players may soon be able
to work in the area with Petros to maximise the substantial
potential of Sarawak.
It has been tough and slow time for the industry, but we are
pleased to have progressed our work programme and strategy across
all our operating geographies and look forward to updating
shareholders further in due course."
-S-
This announcement contains inside information for the purposes
of Article 7 of the Regulation (EU) No 596/2014 on market abuse
For further information, please contact:
Upland Resources Limited www.uplandres.com
Bolhassan Di, CEO Tel: +60 198 861 919
bolhassan@gmail.com
bolhassan@uplandres.com
Optiva Securities www.optivasecurities.com
- Broker
Jeremy King Tel: _+44 (0)20 3137 1904
(Corporate Finance) jeremy.king@optivasecurities.com
Christian Dennis Tel: +44 (0)20 3411 1903
(Corporate Broker) christian.dennis@optivasecurities.com
FTI Consulting - Financial Tel: +44 (0)203 727 1065
PR ben.brewerton@fticonsulting.com
Ben Brewerton
Christopher Laing Tel: +44 (0)20 3727 1355
ch ristopher.laing @fticonsulting.com
Flowcomms - IR Contact
Sasha Sethi Tel: +44 (0)7891 677441
sasha@flowcomms.com
Upland Resources Limited
Chairman's Statement
On behalf of the Board of Directors, I hereby present the
consolidated financial statements of Upland Resources Limited (the
"Group", "Upland" or the "Company") for the year ended 30 June
2020.
On 15 August 2019, the Company changed its domicile from the
British Virgin Islands to Jersey to enhance corporate governance.
This migration to Jersey means that the Company has now become
subject to the City code on Takeovers and Mergers.
On 3 September 2019, two additional non-executive directors, Mr
Dixon Wong and Mr Christopher Pitman, were appointed to the
Board.
The Company announced on 20 September 2019 that its wholly owned
subsidiary, Upland Resources (UK Onshore) Limited, and its partners
had been awarded the P2478 and P2470 'Innovate' licences by the UK
Oil and Gas Authority as a result of the competitive UK 31(st)
Offshore Licensing Round. Both licences are located within the
northern (P2470) and southern (P2478) areas of the Inner Moray
Firth basin. The licences are held by Upland Resources (UK Onshore)
Limited (40%), Corallian Energy Limited (45%) and Baron Oil
(15%).
On 7 October 2019, Dr Steve Staley, resigned as CEO and a
director with immediate effect for personal reasons and was
succeeded by Mr Christopher Pitman as the Interim CEO.
Optiva Securities Limited issued an exercise notice on 8
November in respect of warrants related to a warrant agreement with
the Company dated 25 November 2016. This warrant exercise raised
GBP82,370 through the subscription for 6,336,154 new shares at 1.3p
per share.
On 24 December 2019, the Decree of the Minister of Industry and
Small and Middle Enterprises dated 14 November 2019 in respect of
the Prospecting Licence in the Saouaf permit area Tunisia was
published in the Official Gazette of the Tunisian Republic. This
publication marked the commencement of the initial two-year licence
term.
On 6 January 2020, the Board of Directors appointed Mr
Christopher Pitman as the CEO on a permanent basis together with Mr
Aimi Aizal Bin Nasharuddin as a Non-Executive Director.
It has been a particularly challenging year since February 2020
due to COVID 19 which has caused considerable difficulties in
travelling to our permit areas and maintaining our relationship
with in country managers and partners.
The Company also announced that it had successfully raised
GBP250,000 in February via a subscription managed by Optiva
Securities Limited and a further GBP470,000 was raised in July.
These funds have been employed to further progress the Company's
projects in Tunisia and opportunities in Sarawak and Brunei.
On 10 September 2020, I became interim CEO replacing Christopher
Pitman who will remain a director but will now concentrate on
developing new business opportunities.
The Company has recently commissioned highly experienced
external consultant GA.I.A. srl (GAIA Consulting) to undertake a
detailed geological and geophysical study of the Saouaf Permit in
order to prepare a lead and prospect inventory and to assess the
potential for de-risking through the application of seismic
re-processing techniques using the existing data acquired by
previous companies. It is believed that these studies will
demonstrate that significant potential also exists in a 'sub-salt'
play indicated by both the regional and permit data. It is the
Company's intention to solicit farm in interest from major oil
companies in order to progress exploration work in the Saoauf
Permit.
Upland Resources Limited
Chairman's Statement (continued)
Recent political developments have given cause for optimism in
our pursuit of an exploration permit in Sarawak and together with
positive findings from our initial geological studies have given
encouragement to our selection of a possible licence. We now hope
to be able to follow up with the relevant authorities.
Our knowledge gained through working on the Sarawak regional
geology has helped us identify contiguous permit areas in Brunei
Darussalam which are now the subject of more detailed geological
and geophysical studies.
.............................
B H Di
Chairman
29 October 2020
Upland Resources Limited
Strategic Report for the Year Ended 30 June 2020
The directors present their strategic report for the year ended
30 June 2020.
Principal activity
The Company and Group was formed for the purpose of acquiring
assets, businesses or target companies that have operations in the
oil and gas exploration and production sector that it will then
look to develop and expand.
Fair review of the business
Upland Resources ("Upland" or the "Company") continues to
progress game changing licence opportunities in the second half of
2020 within the Asia Pacific Region. Technical studies have also
commenced on the Saouaf Permit in Tunisia. The Company continues to
work closely with Corallian Energy (Licence Operator of P2478) on a
potential group farm-down together with the third partner, Baron
Oil. The present environment of lower oil prices together with
restrictive international travel due to the COVID 19 pandemic has
created a unique short-term opportunity to identify new assets and
the Company has found that it has a significant competitive
advantage over many of its peers due to its flexibility and
entrepreneurial philosophy.
On 15 August 2019, the Company changed its domicile from the
British Virgin Islands to Jersey to enhance corporate governance.
This migration to Jersey means that the Company has now become
subject to the City code on Takeovers and Mergers.
On 3 September 2019, two additional non-executive directors, Mr
Dixon Wong and Mr Christopher Pitman, were appointed to the
Board.
The Company announced on 20 September 2019 that its wholly owned
subsidiary, Upland Resources (UK Onshore) Limited, and its partners
had been awarded the P2478 and P2470 'Innovate' licences by the UK
Oil and Gas Authority as a result of the competitive UK 31(st)
Offshore Licensing Round. Both licences are located within the
northern (P2470) and southern (P2478) areas of the Inner Moray
Firth basin. The licences are held by Upland Resources (UK Onshore)
Limited (40%), Corallian Energy Limited (45%) and Baron Oil
(15%).
However, in April 2020, the P2470 licence was relinquished
following a post-drill review of the Wick structure. The original
licence was applied for prior to the drilling of the Wick prospect
and was downgraded by the results of the subsequent Wick
exploration well in 2018. Additionally, in April 2020, the Company
announced a work sharing and confidentiality agreement for the
remaining Inner Moray Firth P2478 Licence, valid to 30 September
2020, with a large international E&P company. On 1 October
2020, the Company announced that a 4-month extension to the
exclusivity period to 31 January 2021 had been agreed
On 7 October 2019, Dr Steve Staley, resigned as CEO and a
director with immediate effect for personal reasons and was
succeeded by Mr Christopher Pitman as the Interim CEO.
Optiva Securities Limited issued an exercise notice on 8
November 2019 in respect of warrants related to a warrant agreement
with the Company dated 25 November 2016. This warrant exercise
raised GBP82,370 through the subscription for 6,336,154 new shares
at 1.3p per share. The new ordinary shares were admitted to the
Official List of the FCA on 15 November 2019.
On 24 December 2019, the Decree of the Minister of Industry and
Small and Middle Enterprises dated 14 November 2019 in respect of
the Prospecting Licence in the Saouaf permit area Tunisia was
published in the Official Gazette of the Tunisian Republic. This
publication marked the commencement of the initial two-year licence
term.
Upland Resources Limited
Strategic Report for the Year Ended 30 June 2020 (continued)
Fair review of the business (continued)
On 6 January 2020, the Board of Directors appointed Mr
Christopher Pitman as the CEO on a permanent basis together with Mr
Aimi Aizal Bin Nasharuddin as a Non-Executive Director.
The Company also announced in March 2020 that it had
successfully raised GBP250,000 via a subscription managed by Optiva
Securities Limited. These funds were employed to continue progress
with the Company's projects in Tunisia and the additional targets
in the Asia Pacific Region. The Company recognises an opportunity
to secure attractive licences in mature onshore and offshore basins
with proven petroleum systems, such as those found in Sarawak,
Malaysia and Brunei. Progress continues with regard to acquiring a
new permit in Sarawak and this is emphasised by recent encouraging
political developments announced by the Company on 4 June 2020.
On 29 June 2020, an update on activities on the Tunisian Saouaf
Licence was announced which confirmed that a review of all the
technical data had commenced and that Mr Roberto Bencini of GAIA
Consulting, a highly experienced geologist, was undertaking the
geological and geophysical studies and data base compilation of the
Saouaf data. Mr Bencini also joined a newly formed technical panel
to strengthen the Company's expertise and experience. The impact of
the COVID 19 pandemic on international travel has had a direct
effect on the Company's ability to visit the permit area and to
engage with our joint venture partner, ETAP. It is hoped that
travel will be less restricted in the later part of this year and
that a field trip to the permit area with ETAP can be
completed.
Significant events since the balance sheet date
On 14 July 2020, the Company announced a successful fund raise
of GBP470,000 via a placing and subscription of ordinary shares.
Associated warrants were also issued on a one for two ordinary
share basis. These funds are being deployed to progress the
technical studies in Tunisia and to develop the new licence
opportunities to a negotiation stage.
In August 2020, the Company announced the execution of a
Memorandum of Understanding with Viddacom (B) Sdn Bhd, a local
Brunei oil services and logistics company. This agreement is
consistent with a strategy to identify and evaluate new attractive
opportunities offering significant potential for growth. Local
partners are seen to be instrumental in the evaluation and closure
of new licences and the Company continues to engage with other
prospective companies in target regions.
On 10 September 2020, the Company announced that Mr Christopher
Pitman relinquished his role as Chief Executive Officer to focus on
sourcing and developing new business opportunities. Mr Pitman
continues to serve as a director of the Company, with Mr Bolhassan
Di assuming the role of interim Chief Executive Officer from that
date.
Principal risks and uncertainties
The directors consider that the main business risks and
uncertainties of the Group are:
Sub-surface risks
Risk 1: The success of the business relies on accurate and
detailed analysis of the sub-surface. This can be impacted by poor
quality data, either historical or recently gathered, and limited
data coverage. Certain information provided by external sources may
not be accurate.
Mitigation: All externally provided historical data is
rigorously examined and discarded when appropriate. New data
acquisition will be considered and relevant programmes implemented,
but historical data can be reviewed and reprocessed to improve the
overall knowledge base.
Upland Resources Limited
Strategic Report for the Year Ended 30 June 2020 (continued)
Principal risks and uncertainties (continued)
Risk 2: Data can be misinterpreted leading to the construction
of inaccurate models and subsequent plans.
Mitigation: All analytical outcomes are challenged internally
and peer reviewed. Interpretations are carried out on modern
geoscience software.
Corporate risk
Risk: The Group's success depends on skilled management as well
as retention of technical and administrative staff and consultants.
The loss of critical members of the Group's team could have an
adverse effect on the business.
Mitigation: The Group periodically reviews the compensation and
contract terms of its staff and consultants to ensure that they are
competitive.
Going concern risk
Risk: There is no guarantee that the required funding will be
raised within the necessary timeframe, as a result there is an
uncertainty on the Group's ability to continue as a going
concern.
Mitigation: The Group regularly monitors funding requirements,
including the requirement to raise additional capital, to ensure
there is sufficient working capital to enable it to continue its
operations.
Approved by the Board on 29 October 2020 and signed on its
behalf by:
.........................................
B B H Di
Chairman
Upland Resources Limited
Directors' Report for the Year Ended 30 June 2020
The directors present their report and the audited consolidated
financial statements for the year ended 30 June 2020.
As a Jersey registered company, Upland Resources Limited is not
obliged to comply with the Companies Act 2006. However, the
Directors have elected to conform to the requirements of the
Companies Act 2006, as regards the Directors' Report, to the extent
they consider to be reasonably practical and appropriate for a
company of the Company's size and nature.
Details of key events during the year, significant events
affecting the Company and its subsidiaries since the end of the
financial year and an indication of likely future developments in
the business of the Company and its subsidiaries are included in
the Strategic Report.
Directors of the Group
The directors who held office during the year were as
follows:
B B H Di - Chairman and interim Chief Executive from 10
September 2020
C N Pitman (appointed 3 September 2019) - Chief Executive 7
October 2019 to 10 September 2020
J E S King
D K S Wong (appointed 3 September 2019)
A A B Nasharuddin (appointed 6 January 2020)
G H S Staley - Chief Executive (resigned 7 October 2019)
Results and dividends
The Group's loss on ordinary activities after taxation amounted
to GBP719,364 for the year (2019 - GBP4,394,505). The Directors are
unable to recommend payment of a dividend.
Financial instruments and risk management
An explanation of the Group's financial risk management
objectives, policies and strategies and information about the use
of financial instruments by the Company is given in note 10 to the
financial statements.
Capital structure
Details of the issued share capital, together with details of
the movements in the Company's issued share capital during the
period, are shown in note 17 to the financial statements. The
company has one class of ordinary shares which carry no right to
fixed income.
There are no specific restrictions on the size of a holding nor
on the transfer of shares, which are both governed by the general
provisions of the Articles of Association and prevailing
legislation. The Directors are not aware of any agreements between
holders of the Company's shares that may result in restrictions on
the transfer of securities or on voting rights.
No person has any special rights of control over the Company's
share capital.
Upland Resources Limited
Directors' Report for the Year Ended 30 June 2020
(continued)
With regard to the appointment and replacement of Directors, the
Company is governed by its Articles of Association, the Companies
(Jersey) Law 1991 and related legislation. The Articles themselves
may be amended by special resolution of the shareholders.
Directors' interests
As at 30 June 2020, the beneficial interests of the Directors
and their connected persons in the ordinary share capital of the
Company were as follows:
Director Number of Ordinary % of Ordinary
Shares Share Capital
B B H Di * 16,634,620 2.68%
A A B Nasharuddin 14,730,770 2.38%
J E S King ** 1,100,000 0.18%
* Included 7,788,460 shares held by the director's wife.
** Whilst J E S King is a director and minority shareholder in
Optiva Securities Limited which owns 49,430,576 shares, he is not
interested in such shares for the purposes of section 823 of the
Companies Act 2006.
Substantial shareholders
The following had interests of 3 per cent or more in the
Company's issued share capital as at 30 June 2020:
Party Name Number of Ordinary % of Ordinary
Shares Share Capital
M N B Zakaria 125,674,475 20.28%
Tune Assets Limited 74,579,604 12.04%
Optiva Securities Limited 49,430,576 7.98%
Warrants
On 25 November 2016, the Company granted to Optiva Securities
Limited 6,336,154 warrants to subscribe for new ordinary shares (on
the basis of 1 new ordinary share for each warrant) at a
subscription price of 1.3p per ordinary share and exercisable at
any time during the period of 3 years from 1 December 2016. The
warrants were exercised on 8 November 2019.
On 12 June 2018, the Company granted to Optiva Securities
Limited 5,498,442 warrants to subscribe for new ordinary shares (on
the basis of 1 new ordinary share for each warrant) at a
subscription price of 2.5p per ordinary share and exercisable at
any time during the period of 3 years from 12 June 2018. The
warrants will therefore expire on 12 June 2021.
Capital and returns management
The Directors believe that, following an acquisition, further
equity capital raisings may be required by the Company for working
capital purposes as the Company pursues its objectives. The amount
of any such additional equity to be raised, which could be
substantial, will depend on the nature of the acquisition
opportunities which arise and the form of consideration the Company
uses to make the acquisition and cannot be determined at this
time.
The Company expects that any returns for shareholders would
derive primarily from capital appreciation of the ordinary shares
and any dividends paid pursuant to the Company's dividend
policy.
Upland Resources Limited
Directors' Report for the Year Ended 30 June 2020
(continued)
Dividend policy
The Company intends to pay dividends on the ordinary shares
following an acquisition at such times (if any) and in such amounts
(if any) as the Board determines appropriate in its absolute
discretion. The Company's current intention is to retain any
earnings for use in its business operations, and the Company does
not anticipate declaring any dividends in the foreseeable future.
The Company will only pay dividends to the extent that to do so is
in accordance with all applicable laws.
Corporate governance
The Board is not subject to the provisions of a formal
governance code and given its present size does not intend to
formally adopt any specific code, but will apply governance the
Directors consider to be appropriate, having due regard to the
principles of governance set out in the UK Corporate Governance
Code.
In order to implement its business strategy, the Company has
adopted a corporate governance structure whereby the key features
of its structure are:
-- The Board of Directors is knowledgeable and experienced and
has extensive experience of making acquisitions;
-- Consistent with the rules applicable to companies with a
Standard Listing, unless required by law or other regulatory
process, shareholder approval is not required in order for the
Company to complete an acquisition. The Company will, however, be
required to obtain the approval of the Board of Directors, before
it may complete an acquisition;
-- The Company does not have separate audit and risk,
nominations or remuneration committees. The Board as a whole
reviews audit and risk matters, as well as the Board's size,
structure and composition and the scale and structure of the
Directors' fees, taking into account the interests of shareholders
and the performance of the Company, and takes responsibility for
the appointment of auditors and payment of their audit fee,
monitors and reviews the integrity of the Company's financial
statements and takes responsibility for any formal announcements on
the Company's financial performance;
-- At every Annual General Meeting of the Company, one-third of
the Directors for the time being (or if their number is not a
multiple of three, then the number nearest to and not exceeding
one-third) will retire from office and will be eligible for
re-election. In addition, any Director who has been appointed to
the Board other than pursuant to a Resolution of Members since the
last Annual General Meeting of the Company will retire and again
will be eligible for re-election; and
-- Following an acquisition, the Company may seek to transfer
from a Standard Listing to either a Premium Listing or other
appropriate listing venue, based on the track record of the Company
or business it acquires, subject to fulfilling the relevant
eligibility criteria at the time. If the Company is successful in
obtaining a Premium Listing, further rules will apply to the
Company under the Listing Rules and Disclosure Guidance and
Transparency Rules and the Company will be obliged to comply or
explain any derogation from the UK Corporate Governance Code.
Upland Resources Limited
Directors' Report for the Year Ended 30 June 2020
(continued)
Internal control and risk management
The Board has the ultimate responsibility for the Group's
internal control and risk management. The Board monitors internal
controls and risk management systems on an annual basis. The Group
has established a system of control and risk management involving
an appropriate degree of oversight by the Board.
The management, via the Board of Directors and board meetings,
provide the Board with updates of risk and uncertainties facing the
Group and accompanying actions to mitigate such risks. The Board is
satisfied with the appropriateness of the risk management framework
which provides for the identification and management of risk
factors by management and non-executive Directors.
As the Group expands, the Board will ensure that the Group's
control and risk management process is regularly reviewed and
updated as the Board deems necessary.
Going concern
The Directors have acknowledged the latest guidance on going
concern from the Financial Reporting Council (FRC). The Directors
regularly review the performance of the Group to ensure that they
are able to react on a timely basis to opportunities and issues as
they arise.
The Directors have completed a final assessment of the Group's
financial resources, including forecasts. Based on this review, the
Directors believe that the Group is in a position to manage its
business risks successfully within the expected economic
outlook.
After making suitable enquiries, and taking into consideration
the potential uncertainties of COVID 19, the Directors have formed
a judgement at the time of approving the financial statements that
there is a reasonable expectation that the Group will have adequate
resources to continue in operational existence for a period of at
least twelve months from the date of approval of the financial
statements. Accordingly, they continue to adopt the going concern
basis in preparing the financial statements.
Disclosure of information to the auditors
The directors of the Company who held office at the date of the
approval of this Annual Report as set out above confirm that:
-- so far as they are aware, there is no relevant audit
information (information needed by the Company's auditors in
connection with preparing their report) of which the Company's
auditors are unaware, and
-- they have taken all the steps that they ought to have taken
as directors in order to make themselves aware of any relevant
audit information and to establish that the Company's auditors are
aware of that information.
Approved by the Board on 29 October 2020 and signed on its
behalf by:
.........................................
B B H Di
Chairman
Upland Resources Limited
Statement of Directors' Responsibilities
The directors are required by the Companies (Jersey) Law 1991,
to prepare the financial statements for each financial year which
give a true and fair view of the state of affairs of the Company as
at the end of the financial year and of the loss of the company for
that period.
The directors are responsible for preparing the financial
statements in accordance with International Financial Reporting
Standards ('IFRS') as adopted by the European Union and Disclosure
and Transparency Rules of the United Kingdom's Financial Conduct
Authority ('DTR'). 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 of the profit or loss
of the Group for that period. In preparing these financial
statements, the directors are required to:
-- select suitable accounting policies and apply them consistently;
-- make judgements and accounting estimates that are reasonable
and prudent;
-- state whether they have been prepared in accordance with IFRSs
as adopted by the European Union, subject to any material
departures disclosed and explained in the financial statements;
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group will
continue in business.
The directors are responsible for keeping proper accounting
records that are sufficient to show and explain the Group's
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and enable them to ensure that the
financial statements comply with all applicable legislation and, as
regards the Group financial statements. They are also responsible
for safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The directors are responsible for the maintenance and integrity
of the corporate and financial information included on the Group's
website. The work carried out by the auditors does not involve the
consideration of these matters and, accordingly, the auditors
accept no responsibility for any changes that may have occurred in
the accounts since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
The directors confirm that to the best of their knowledge the
financial statements, prepared in accordance with the relevant
financial reporting framework, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Group and the undertakings included in the consolidation taken as a
whole; the strategic report includes a fair review of the
development and performance of the business and the position of the
Group and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and
uncertainties they face; and the annual report and financial
statements, taken as a whole, are fair, balanced and understandable
and provide the information necessary for shareholders to assess
the Group's position, performance, business model and strategy.
This responsibility statement was approved by the Board on 29
October 2020 and signed on its behalf by:
...................................
B B H Di
Chairman
Upland Resources Limited
Independent Auditor's Report to the Members of Upland Resources
Limited
Opinion
We have audited the financial statements of Upland Resources
Limited (the 'parent company') and its subsidiaries (the 'Group')
for the year ended 30 June 2020 which comprise the consolidated
statement of comprehensive income, the consolidated statement of
financial position, the consolidated statement of changes in
equity, the consolidated statement of cash flows, and notes to the
financial statements, including a summary of significant accounting
policies. The financial reporting framework that has been applied
in their preparation is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion, the financial statements:
-- give a true and fair view of the state of the Group's affairs
as at 30 June 2020 and of its loss for the year then ended;
-- have been properly prepared in accordance with International
Financial Reporting Standards as adopted by the European Union;
-- have been properly prepared in accordance with the
requirements of the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Group
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to note 2 to the financial statements, which
details the factors the Group has considered when assessing the
going concern position. As detailed in note 2, the Group raises
funding from time to time to finance its exploration and ongoing
administrative activities. There is no guarantee that the required
funds will be raised within the necessary timeframe. The
uncertainty surrounding the availability of funds to finance its
activities indicates the existence of a material uncertainty that
may cast significant doubt on the Group's ability to continue as a
going concern. Our opinion is not modified in respect of this
matter.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Upland Resources Limited
Independent Auditor's Report to the Members of Upland Resources
Limited (continued)
Based on our professional judgement, we determined overall
materiality for the financial statements as a whole to be GBP36,000
(FY2019 GBP74,000). Given the assets were impaired last year, it
was considered appropriate to base this on an 5% measure of
operating result. The materiality is rounded to nearest
thousand.
We use a different level of materiality ('performance
materiality') to determine the extent of our testing for the audit
of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment.
Where considered appropriate performance materiality may be
reduced to a lower level, such as, for related party transactions
and directors' remuneration.
We agreed with the Audit Committee to report to it all
identified errors in excess of GBP3,000 (FY2019: GBP5,000). Errors
below that threshold would also be reported to it if, in our
opinion as auditor, disclosure was required on qualitative
grounds.
Overview of the scope of our audit
The Group's accounting function is outsourced to an accounting
organisation in the UK which directly reports to Directors. In
establishing the overall approach to the Group audit, we determined
the work that needed to be performed by us. All group companies
were within the scope of our audit testing.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had
the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters.
A description of each key audit matter and how it was addressed
by our audit is as follows. This is not a complete list of all
risks identified by our audit.
Valuation of exploration and evaluation assets
The carrying value of these assets could be in excess of their
recoverable amount and hence an impairment charge may be required
and the amounts involved could be material.
We reviewed management's consideration of impairment triggers as
set out in IFRS 6 in relation to this assessment, as well as
validating the results of testing. We considered the adequacy of
the disclosures in respect of risks and significant judgements in
these areas.
Our audit procedures in relation to these matters were designed
in the context of our audit opinion as a whole. They were not
designed to enable us to express an opinion on these matters
individually and we express no such opinion.
Upland Resources Limited
Independent Auditor's Report to the Members of Upland Resources
Limited (continued)
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
We have nothing to report to you in respect of the following
matters where the Companies (Jersey) Law 1991 requires us to report
to you if, in our opinion:
-- proper accounting records have not been kept by the Company,
or proper returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company financial statements are not in agreement
with the accounting records and returns; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of the directors for the financial
statements
As explained more fully in the directors' responsibilities
statement (set out on page 12), the directors are responsible for
the preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Group's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
We did not identify any key audit matters relating to
irregularities, including fraud. As in all of our audits, we also
addressed the risk of management override of controls, including
testing journals and evaluating whether there was evidence of bias
by the directors that represented a risk of material misstatement
due to fraud.
Upland Resources Limited
Independent Auditor's Report to the Members of Upland Resources
Limited (continued)
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the audit committee on 29 October 2020 to
audit the financial statements for the period ending 30 June 2021.
Our total uninterrupted period of engagement is 3 years, covering
the periods ended 30 June 2018 to 2020.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the Group and we remain independent of the
Group in conducting our audit.
Our audit opinion is consistent with the additional report to
the audit committee.
Use of our report
This report is made solely to the Company's members, as a body,
in accordance with Article 113A of the Companies (Jersey) Law 1991.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
......................................
John Glasby (Senior Statutory Auditor)
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
55 Ludgate Hill
London
EC4M 7JW
29 October 2020
Upland Resources Limited
Consolidated Statement of Comprehensive Income for the Year
Ended 30 June 2020
2020 2019
Note GBP GBP
Revenues - -
Exploration and evaluation expenditure (2,130) (36,476)
Intangible asset impairment 11 - (3,397,291)
Administrative expenses (717,234) (889,108)
--------- -----------
Operating loss 3 (719,364) (4,322,875)
Finance costs 4 - (71,630)
--------- -----------
Loss before tax (719,364) (4,394,505)
Taxation 5 - -
--------- -----------
Loss for the financial year (719,364) (4,394,505)
========= ===========
Total comprehensive expense for the
financial year (719,364) (4,394,505)
========= ===========
Loss attributable to:
Owners of the Company (719,364) (4,394,505)
========= ===========
Total comprehensive expense attributable
to:
Owners of the Company (719,364) (4,394,505)
========= ===========
Loss per share
Basic and diluted (GBP per share) 6(0.001) (0.008)
======= =======
The above results were derived from continuing operations.
Upland Resources Limited
Consolidated Statement of Financial Position as at 30 June
2020
2020 2019
Note GBP GBP
Non-current assets
Intangible assets 11 79,417 -
----------- -----------
Current assets
Trade and other receivables 13 11,541 104,082
Cash and cash equivalents 14 823,127 1,064,601
----------- -----------
834,668 1,168,683
----------- -----------
Total assets 914,085 1,168,683
=========== ===========
Equity and liabilities
Stated capital 17 7,989,832 7,684,962
Retained earnings (7,450,830) (6,731,466)
----------- -----------
Total equity 539,002 953,496
Current liabilities
Trade and other payables 15 375,083 215,187
----------- -----------
Total equity and liabilities 914,085 1,168,683
=========== ===========
These financial statements were approved and authorised for
issue by the Board on 29 October 2020 and signed on its behalf
by:
.........................................
J E S King
Director
Upland Resources Limited
Consolidated Statement of Changes in Equity for the Year Ended
30 June 2020
Equity attributable to equity holders of the parent company
Stated capital Retained earnings Total equity
GBP GBP GBP
At 1 July 2019 7,684,962 (6,731,466) 953,496
Loss for the year and total
comprehensive income - (719,364) (719,364)
Transactions with shareholders
Issue of shares 332,370 - 332,370
Share issue costs (27,500) - (27,500)
At 30 June 2020 7,989,832 (7,450,830) 539,002
============== ================= ============
Stated capital Retained earnings Total equity
GBP GBP GBP
At 1 July 2018 7,619,962 (2,336,961) 5,283,001
Loss for the year and total
comprehensive income - (4,394,505) (4,394,505)
Transactions with shareholders
Issue of shares 65,000 - 65,000
At 30 June 2019 7,684,962 (6,731,466) 953,496
============== ================= ============
Upland Resources Limited
Consolidated Statement of Cash Flows for the Year Ended 30 June
2020
2020 2019
Note GBP GBP
Cash flows from operating activities
Loss from operations for the year (719,364) (4,322,875)
Adjustments to cash flows from non-cash
items:
Impairment of intangible assets 11 - 3,397,291
Operating cash flows before working
capital movements (719,364) (925,584)
Decrease/(increase) in trade and
other receivables 92,541 (36,442)
Increase in trade and other payables 151,399 52,275
--------- -----------
Net cash flow used in operating
activities (475,424) (909,751)
--------- -----------
Cash flows from investing activities
Expenditures incurred on exploration
and evaluation assets (70,920) (3,127,499)
--------- -----------
Net cash flow used in investing
activities (70,920) (3,127,499)
--------- -----------
Cash flows from financing activities
Proceeds from issue of ordinary
shares, net of issue costs 17 304,870 2,928,131
Net cash flow from financing activities 304,870 2,928,131
--------- -----------
Net decrease in cash and cash equivalents (241,474) (1,109,119)
Cash and cash equivalents at beginning
of period 14 1,064,601 2,173,720
--------- -----------
Cash and cash equivalents at end
of period 14 823,127 1,064,601
========= ===========
The movements in liabilities arising from financing activities
are included within the statement of cash flow .
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END
FR FLFEDIALAFII
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