Amur Minerals Regulatory News (AMC)

30 September 2019

AMUR MINERALS CORPORATION

(AIM: AMC)

Interim Results 2019

Chairman's Statement

Dear Shareholder,

It is with pleasure that I take this opportunity to update shareholders of Amur Minerals Corporation (the "Company") on the Company's successful performance during the first six months of 2019.

Firstly, I would like to welcome Mr. Tom Bowens to the Board whose considerable experience and standing in both the mining sector and in Russia greatly enhances Amur's presence. Tom successfully developed and sold the Malmyzh copper gold project for $200 million in 2018, and his knowledge of completing M&A activities of this scale in Russia will contribute greatly to the Company as it continues to engage with potential strategic partners.

In February 2019 the Company completed its Pre-feasibility Study ("PFS"). This is a significant milestone that reinforces the Kun-Manie's technical and economic viability. The PFS is a document of some 650 pages with a sizable dataroom that supports our interactions with third parties who are assisting us in technical areas or who require more detailed information on the project. Access to the PFS and dataroom is only granted under non-disclosure agreements.

PFS Highlights:

·; JORC Mineral Resource Estimate of 155.1 million ore tonnes

·; Nickel equivalent grade of 1.02% equating to 1.58 million equivalent tonnes of nickel metal

·; Production from 4 open pits and 1 underground operation

·; 2 production scenarios - toll smelt and low-grade matte

·; Using $8 per pound nickel and 10% discount rate

o Toll smelt - NPV US$614.5 million, IRR 29.3%

o Low-grade matte - NPV US$987.4 million, IRR 34.7%

The PFS also provided the platform for planning the work programme for the Permanent Conditions TEO ("TEO") report. This independently compiled Russian feasibility report is a mandatory study due in December 2020 which will allow the Company to proceed to the next stage of development. The TEO is similar to a western Definitive Feasibility Study ("DFS") in content and as the various components of the TEO are completed the PFS will be updated which will in time bring it up to DFS standard.

Planning work for the TEO began early in the year and required a detailed review of the TEO inputs and the standards that those inputs need to be at. With assistance from OOO Oreol ("Oreol"), a Moscow based and TEO experienced company, the Company developed the work programme. The initial undertakings of this work programme included:

·; a wholesale review and packaging of the Company's existing data for handover to Oreol

·; a review by Russian certified and independent laboratories of the 2015 to 2018 QAQC programmes. This is a function required to meet the Russian State Committee on Reserves ("GKZ") requirements

·; independent Hydrological assessment

·; independent Rock Mechanics assessment

The Company was also engaging with Gipronickel over the objectives and undertakings of the metallurgical test work and subsequent flowsheet design. As part of this metallurgical programme, the potential to develop a separate copper concentrate only stream is being assessed. The 10 tonne bulk sample required for this work was shipped and this work programme commencing shortly.

Financial Overview

As at 30 June 2019 the Company had cash reserves of US$687,000, down from US$1.2 million at the start of 2019. The The Company has been looking closely at its funding requirements in respect to the TEO work programme and the development of the DFS and the Directors are currently accessing a number of strategic options and partnerships in order to achieve these milestones.

Administration expenses remained comparable to the same period last year but a translation gain of US$2.2 million (H1 2018: translation loss of US$2 million) was due to the strengthening of the Russian rouble to the US dollar. Expenditure on exploration was much lower at US$161,000 (H1 2018: US$1.3 million) as the Company completed its exploration programme in 2018 and for 2019/20 is focusing on the completion of the TEO. The exploration asset saw an exchange gain of US$2.0 million (H1 2018: exchange loss US$1.7 million) also due to the strengthening of the Russian rouble to the US dollar.

In February 2018, the Company entered into a convertible loan facility of up to US$10 million, with an initial advance of US$4 million being drawn at the time the facility was entered into. In March 2019, the outstanding US$1.2 million remaining of the initial draw down had its maturity extended to March 2020 and at the same time a second draw down of US$500,000 (net of implementation fee) was also drawn down. A further 10.9 million warrants with an exercise price of 3.76 pence per share were issued to the investors as part of the restructuring and second draw down. As at 30 June 2019 a total of 78.1 million new ordinary shares have been issued by the Company in settlement of US$3.2 million of principal and accrued interest. As at reporting date the balance of the loan, net of issue costs, stood at US$1.4 million.

Outlook

The Company is fully focused on the completion of the TEO/DFS and have undertaken considerable work this year in the planning, scheduling and the preparation of data for the TEO work programme to run as efficiently and cost effectively as possible. A good start has been made and there are some high value outputs to be expected, namely:

·; Updated resource and reserves, incorporating the highly successful 2018 field season. The Company expects that this will substantially increase the current JORC mineral resource estimate of 155.1 million ore tonnes.

·; Optimised mine scheduling. The Company expects that this will substantially increase the open pit potential.

·; Copper concentrate metallurgical test work. Should a separate copper only concentrate be achievable the increased market payability for both the copper and nickel streams will substantially increase the project economics.

·; Updated economic model incorporating the impact of the points above

We look forward to updating the market as these undertakings come to completion. With the TEO and metallurgical work being undertaken by Oreol and Gipronickel, the Company will be busy evaluating the following areas:

·; The project currently uses a price of $8 per pound of nickel and a cut-off-grade of 0.4%. The impact of the strengthening nickel price on these 2 areas will be assessed.

·; The Project C1 costs are in the second lower quartile for nickel producers. A review of moving certain initial capital expenditure items such as fleet and power production to operating expenditure via leasing arrangements will be assessed.

On behalf of the Board of Directors, I would like to thank all the staff for their dedication and hard work throughout this period in getting the TEO programme organised and underway.

Mr. Robert W. Schafer

Non Executive Chairman

27 September 2019

Independent Review Report

To the shareholders of Amur Minerals Corporation

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the interim financial report for the six months ended 30 June 2019 which comprises the Consolidated Statement of Financial Position, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity and the related notes.

We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Directors' responsibilities

The interim report, including the financial information contained therein, is the responsibility of and has been approved by the directors. The directors are responsible for preparing the interim report in accordance with the rules of the London Stock Exchange for companies trading securities on AIM which require that the half-yearly report be presented and prepared in a form consistent with that which will be adopted in the Company's annual accounts having regard to the accounting standards applicable to such annual accounts.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ''Review of Interim Financial Information Performed by the Independent Auditor of the Entity'', issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2019 is not prepared, in all material respects, in accordance with the rules of the London Stock Exchange for companies trading securities on AIM.

Material Uncertainty related to going concern

We draw attention to note 3 in the financial information which indicates that the Group requires additional funding raised and this is yet to be agreed. As stated in note 3, these events or conditions, along with other matters as set out in note 3, indicate that material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our conclusion is not modified in respect of this matter.

Use of our report

Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting the requirements of the rules of the London Stock Exchange for companies trading securities on AIM and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

BDO LLP

Chartered Accountants and Registered Auditors

London,

United Kingdom

27 September 2019

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

Approved on behalf of the Board on 27 September 2019

The accompanying notes on pages 9 to 14 form an integral part of the financial information.

1. Reporting Entity

Amur Minerals Corporation (the "Company") is a company domiciled in the British Virgin Islands. The consolidated interim financial information as at and for the six months ended 30 June 2019 comprise the results of the Company and its subsidiaries (together referred to as the "Group").

The consolidated financial statements of the Group as at and for the year ended 31 December 2018 are available upon request from the Company's registered office at Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands or at www.amurminerals.com.

2. BASIS OF PREPARATION

The financial information set out in this report is based on the consolidated financial information of Amur Minerals Corporation and its subsidiary companies. The financial information of the Group for the 6 months ended 30 June 2019 was approved and authorised for issue by the Board on 27 September 2019. The interim results have not been audited, but were the subject to an independent review carried out by the Company's auditors, BDO LLP. This financial information has been prepared in accordance with the accounting policies that are expected to be applied in the Report and Accounts of Amur Minerals Corporation for the year ended 31 December 2019 and are consistent with the recognition and measurement requirements of IFRS as adopted by the European Union. The auditor's report on the Group accounts to 31 December 2018 whilst unqualified raised a material uncertainty relating to going concern due to the lack of certainty over future funding. The comparative information for the full year ended 31 December 2018 is not the Group's full annual accounts for that period but has been derived from the annual financial statements for that period. 

The consolidated financial information incorporates the results of Amur Minerals Corporation and its subsidiaries undertakings as at 30 June 2019. The corresponding amounts are for the year ended 31 December 2018 and for the 6 month period ended 30 June 2018.

The Group financial information is presented in US Dollars ('US$') and values are rounded to the nearest thousand Dollars.

The same accounting policies, presentation and methods of computation are followed in the interim consolidated financial information as were applied in the Group's latest annual audited financial statements except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 January 2019, and will be adopted in the 2019 annual financial statements.

A number of new standards, amendments and became effective on 1 January 2019 and have been adopted by the Group. None of these standards have materially affected the Group, in particular IFRS 16 Leases, which requires lessees to use a single on-balance sheet model and recognise all lease assets and associated liabilities on the balance sheet. The adoption of IFRS 16 has not had a significant impact on the Group's financial information as the operating leases held by the Group are of low value and the majority of the existing contracts either relate to service agreements or contain performance obligations based on variable terms and thus do not result in right of use assets or lease liabilities. 

Accounting policy for convertible loan

The Group has issued a hybrid financial instrument which comprises a convertible loan that can be converted to share capital at the option of the holder. The conversion component of this hybrid financial instrument does not meet the definition of equity and is accounted for as an embedded derivative on the basis that the number of shares to be issued on conversion of the loan varies in response to the changes in the Company's shares price and foreign exchange rates.

The financial instrument components include derivative financial instrument, liability component and attached warrant. The proceeds received on issue of the Group's convertible loan are allocated into their embedded derivative components, non-derivative liability and attached warrant equity instrument.

The derivative financial instrument is recognised initially at the fair value measured using the Monte-Carlo simulation model. It is subsequently accounted for at fair value with changes taken to profit or loss.

The non-derivative liability component is recognised initially at the fair value of a similar liability that does not have a conversion feature. It is subsequently measured at amortised cost using the effective interest rate method.

Residual value is allocated to the warrant equity instrument. The Company has restated the value of the warrant equity instrument as at 30 June 2018 as later valuation performed for the inception date determined that there was no residual value to be allocated to the warrant equity instrument which therefore had a nil value. The change has resulted in the decrease of the value of the warrant equity instrument of US$343,000 and the increase of the derivative financial instrument of US$343,000.

Directly attributable transactions costs are apportioned between the non-derivative host component and the derivative financial instrument component. Transactions costs allocated to the non-derivative component are amortised over the term of the convertible loan. Transaction costs allocated to the derivative financial instrument component are expensed immediately through profit or loss.

3. GOING CONCERN 

The Group operates as a natural resources exploration and development group. To date, the Group has not earned significant revenues and is considered to be in the exploration stage.

On 13 February 2018, the Group entered into a US$10 million convertible loan facility with Cuart Investments PCC and YA II PN Ltd ('the investors'). Under the agreement, the Group received a US$4 million advance which is fully repayable in 12 monthly instalments and the Group can elect to make monthly repayments of interest and principal in accordance with repayment schedule. Should the Group not make the repayments, the investors can elect to convert the amounts into shares or receive repayment of the outstanding amounts at the end of the 12month period. On 22 March 2019 the convertible loan facility was modified to extend the maturity date of the outstanding US$1.2 million to 20 March 2020. A further advance of US$500,000 (net of implementation fee) was also drawn down.

The Directors have reviewed the Group's cash flow forecast for the period to 31 December 2020 and plan to continue advancing the project in 2019 - 2020. The cashflow indicates a need for additional funding to be raised within the next 2 -3 months. The Company is looking closely at its funding requirements and the Directors are currently in negotiations with a number of parties in respect of raising further funds. Whilst progress is being made on a number of potential transactions which would provide additional funding to the Group, there are no binding agreements in place.

These conditions indicate the existence of a material uncertainty, which may cast doubt over the Group's ability to continue as a going concern. Based on the on-going discussions with the potential investors, the Directors are confident that alternative funding will be secured and the revised terms of the convertible loan will be agreed.

Accordingly, the Directors continue to adopt the going concern basis for the preparation of this consolidated financial information.

The financial information does not include the adjustments that would result if the Group were unable to continue as a going concern.

4. LOSS PER SHARE

Basic and diluted loss per share is calculated and set out below. The effects of convertible loan notes, warrants and share options outstanding at the period end are anti-dilutive as they will serve to reduce the loss per share. A total of 32.6 million of potential ordinary shares have therefore been excluded from the following calculations:

5. Exploration and evaluation assets

The Group did not recognise any impairment in respect of its exploration and evaluation assets during the period (1H 2018: nil) (2018: nil).

6. CONVERTIBLE LOAN

On 13 February 2018, the Group entered into a US$10 million convertible loan facility with Cuart Investments PCC and YA II PN Ltd ('the investors'). Under the agreement, the Group received a US$4 million advance on 13 February 2018. The loan is unsecured, bears 8% annual compound interest and is repayable in 12 monthly instalments. The Group can elect to make monthly repayments of interest and principal in accordance with the repayment schedule. Should the Group not make the repayments, the investors can elect to receive full repayment at the end of the 12 months period or to periodically convert the amounts into shares at the lower of:

·; The fixed conversion price, being 130% of the Amur's daily volume average price over the period of 20 trading days immediately prior to the date on which the loan advance was paid to the Company; or

·; The variable conversion price, being 90% of the Amur's lowest daily volume average price over the 5 trading days immediately preceding the relevant conversion notice.

On 22 March 2019 the convertible loan was modified in which there remained US$1.2 million outstanding of the initial advance had its maturity date extended to 20 March 2020. In addition, a further advance of US$500,000 (net of implementation fees) was also drawn down.

7. Derivative financial LIABILITY

Embedded derivative

The embedded derivative represents the conversion element of the convertible loan issued to Cuart Investments PCC and YA II PN Ltd on 13 February 2018. On 22 March 2019 the convertible loan was modified to extend the maturity date to 20 March 2020 and a further advance was drawn down (note 6).

It is initially recognised at the difference between the fair value of the non-derivative host component and the fair value of the hybrid financial instrument as a whole, and subsequently accounted at fair value with changes taken to profit or loss. On conversion to Company's shares, the fair value of the embedded derivative is transferred to equity.

8. share Capital

The following issuances of new ordinary shares were made to Cuart Investments PPC Ltd and YA II PN Ltd in settlement of principal and accrued interest of the convertible loan agreement entered into on 13 February 2018.

9. EVENTS AFTER THE REPORTING DATE

The following issuances of new ordinary shares were made to Cuart Investments PPC Ltd and YA II PN Ltd in settlement of principal and accrued interest of the convertible loan agreement entered into on 13 February 2018 and modified on 22 March 2019.

On 7 August 2019 Mr Tom Bowens was appointed to the Board as a non-executive director.

On 27 August 2019 Mr Tom Bowens subscribed for 7,527,604 new ordinary shares raising proceeds of $200,000.

10. INTERIM REPORT

Copies of this interim report for the six months ended 30 June 2019 will be available from the Company's website www.amurminerals.com.

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

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