Arkle Res Regulatory News (ARK)

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

22 June 2020

Arkle Resources PLC

("Arkle" or the "Company")

Final Results for the Year Ended 31 December 2019

Arkle Resources PLC (LON: ARK), the Irish gold and zinc exploration and development company, is pleased to announce its audited results for the year ending 31 December 2019.

ENDS

www.arkleresources.com

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Chairman's Statement

Since its foundation Arkle has maintained a clear focus - mineral exploration in Ireland. In particular in zinc and gold. The strategy has worked. We have a good zinc deposit in Stonepark and promising gold projects in Mine River and Donegal. There are good reasons for this strategy. The best place to find a mine is where there is, or was, a mine. Ireland has one of the best, if not the best, record in recent decades of discovering commercial zinc deposits, Tynagh, Tara, Lisheen and Galmoy. Gold exploration has yielded less spectacular results but there have been positive signs in recent years. So, the geology is favourable. Second, the political climate was very positive, good title, a good tax regime, little bureaucracy and a welcoming attitude to investment. The result was a vibrant exploration industry starting in the 1950s. Discoveries in Galway, Meath and Tipperary led to the creation of thousands of well paid jobs. Small towns blossomed, as did spin off ventures. New skills in mining, exploration and associated industries were learned, families were educated and infrastructure improved. It is rarely understood that mining in a rural area has a major multiplier effect - up to 9. This means that for every Euro spent by the mine, nine Euros is generated in the locality.

Mineral deposits have finite lives. They get mined out. Local communities find it hard to comprehend the cessation of the main source of local income. Towns can wither. Historically, close downs may not have been well handled leaving disfigured landscapes. Regulations now ensure that this is unlikely to happen. What is rarely noticed is the positive legacy. Modern mining in Ireland has produced numerous vibrant offshoots. There are over 20 Irish exploration companies exploring worldwide for a variety of minerals. Most were established by graduates of Irish mining. A few of these companies have made significant discoveries. Skilled Irish miners, managers and geologists populate world mining. There is a vibrant mining services industry working worldwide out of Ireland. Less well known are the logistics companies which grew, supplying materials to mines and moving the output.

It has been said that Ireland is a post-industrial society with no place for "dirty industry" but there is recognition that Ireland has a role to play in supporting a reliable and sustainable supply of metals and minerals for Europe's industry and societal needs. "Leave it in the ground" is another mantra. Leave what? Until exploration discovers something not known there is nothing. The people of Navan in the 1970s, a small sleepy town north of Dublin did not know that they were sitting on one of the largest zinc deposits in the world. Forty years after the discovery, Navan is a vibrant town which has grown twenty fold. Lisheen and Galmoy were small mines by comparison, but their social and economic impacts have been significant and very positive according to a 2020 report commissioned by the state's Exploration and Mining Division. The remediation of the Galmoy tailings pond was awarded an international award for environmental best practice. The Minister of State for Rural Affairs and Natural Resources has noted that this is "the type of closure practice that will win the trust of communities, which is key for the future".

Galmoy and Lisheen employed more than three quarters of their employees from with a 30km radius of the operations. Tara still employs 580 people today and is developing towards new, deep resources.

There are valid concerns which modern mining addresses but the environmental and planning process can frustrate developments for many years. One positive development has been the recent expansion of the surface tailings pond at Tara after many years of consultation and work.

Let me focus on the two metals of interest to Arkle, zinc and gold.

The principal focus of Arkle is zinc. Ireland was a world leading zinc producer. The geology is very favourable. Over 20 companies were, until recently, exploring for zinc. One of the world's largest zinc discoveries in the world, Pallas Green, in Limerick contains at least 45 million tonnes of good grade zinc and is still largely unexplored. The Stonepark deposit, in which Arkle holds a 23% interest, lies alongside Pallas Green. It contains over 5m tonnes of good grade, it is shallower and is open on three sides.

The outlook for zinc is positive, particularly in emerging countries. Zinc is widely used in industry, electronics and pharma. As emerging economics have grown, annual global zinc growth rates have risen from 2% to 4%. Prices over $2,000 a tonne are generally considered to make Irish zinc profitable.

Stonepark was discovered in 2007 by Arkle and our then partner Teck Ireland Ltd. A series of high grade discoveries were made in three zones. The focus of Teck shifted elsewhere and exploration virtually ceased. In recent years, Teck sold their interest to a Canadian junior, Group Eleven. Group Eleven held a large number of licences in Ireland but have recently focused on Stonepark. Group Eleven are operator of the joint venture and drilling is set to resume on Stonepark in the coming months. It is notable that Glencore, the second largest zinc producer in the world and the owner of Pallas Green, adjacent to Stonepark, has taken a significant equity interest in Group Eleven, increasing from 11% in 2019 to 26% recently.

Arkle and Group Eleven are anxious to progress exploration in Stonepark. We have examined various options for the block of licences, but for now we are maintaining our stake. The upcoming drilling program is fully funded.

Gold is the second metal of interest. From time immemorial gold is a store of value. In uncertain times, like the present, it increases in value. Current prices of $1,700 plus, an oz, are good. Gold has rarely featured in Irish exploration or mining but there are tantalising gold indications both historically and recently. There is a large, high grade gold deposit being developed by Dalradian in Tyrone but it is delayed by land ownership and planning issues. Arkle holds ground in Donegal some 80 kilometres away from the Dalradian discovery in similar geology. We have had a number of good exploration results but also some failures in Donegal. The geology contains veins which host the gold. These pinch, swell and meander across country. We are looking for veins which are continuous, high grade and wide enough over sufficient distance, to be commercial.

The Mine River gold licenses held by Arkle in Wexford / Wicklow cover an area well known to contain gold. It was the source of a gold rush at the end of the 18th century. Gold panning enthusiasts continue to work the streams and rivers. Over an extended period we have explored on our own and with partners. The gold is in veins making exploration complicated. We have identified a substantial 15 kilometre long target zone. In recent times we conducted a detailed small grid sample survey on one prospective area, Tombreen. The results are good with new drilling targets identified 1km away from good holes drilled by Arkle.

The Future

Stonepark is the bedrock asset for Arkle. It needs more drilling to expand the resource. Under the joint venture we can agree to participate in or dilute, in any exploration programme. This gives us flexibility. There is ongoing interest from external parties in this deposit. The interest shown by neighbours Glencore is encouraging. We are hopeful of significant developments.

We would like fresh eyes to take a look at our Mine River properties. We have the database and recently identified drilling targets.

The Donegal gold licences have potential which needs to be prospected and explored. The attractions of the opportunity would be enhanced by the development of the Dalradian mine.

We remain committed to Irish zinc and gold but as the local environment has soured and exploration interest weakened we have considered overseas possibilities.

The Arkle team has extensive international experience and we see a flow of potential deals. None, to date, have offered better than what we have in Ireland. Many are cast-offs from other exploration companies, others are in jurisdictions with title issues.

We have identified one or two areas where we believe our skill set and experience can bring value. But the immediate future goal is to create value in our Irish zinc and gold interests.

John Teeling

Chairman

19 June 2020

ARKLE RESOURCES PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019

ARKLE RESOURCES PLC

CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2019

ARKLE RESOURCES PLC

STATEMENT OF CHANGES IN EQUITY

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019

Share premium

The share premium reserve comprises of the excess of monies received in respect of share capital over the nominal value of shares issued.

Share based payment reserve

The share based payment reserve arises on the grant of share options to directors and consultants under the share options plan.

Retained deficit

Retained deficit comprises accumulated losses in the current and prior financial years.

ARKLE RESOURCES PLC

CONSOLIDATED CASH FLOW STATEMENT

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019

Notes:

1. Accounting Policies

There were no changes in accounting policies from those used to prepare the Group's Annual Report for financial year ended 31 December 2018. The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

2. Loss per Share

Basic loss per share

The earnings and weighted average number of ordinary shares used in the calculation of basic loss per share are as follows:

Basic and diluted loss per share is the same as the effect of the outstanding share options and warrants is anti-dilutive.

3. Going Concern

The Group and Company incurred a loss for the financial year of €313,860 (2018: €337,306) and the Group had net current liabilities of €182,501 (2018: €7,493) at the balance sheet date leading to concern about the Group and Company's ability to continue as a going concern.

The Group and Company had a cash balance of €39,631 (2018: €106,031) and €39,054 (2018: €105,230) respectively, at the balance sheet date.

On 27 March 2020, the Group raised GB£252,000 and on 18 May 2020 GB£250,000 from the issue of shares and warrants. Further details are outlined in note 7. The directors have prepared cashflow projections for a period of at least twelve months from the date of approval of these financial statements. The cashflow projections include any anticipated impacts of the Covid-19 pandemic on the Group and Company. As the Group and the Company are not revenue or cash generating they rely on raising capital from the public market. The cash flow projections prepared by the Group and Company indicate that the funds available are sufficient to meet the obligations of the Group and Company for a period of at least twelve months from the date of approval of these financial statements.

Accordingly, the directors are satisfied that it is appropriate to continue to prepare the financial statements of the Group and Company on the going concern basis as there will be sufficient funds in place to continue operations for the foreseeable future. The financial statements do not include any adjustment to the carrying amount, or classification of assets and liabilities, if the Group or Company was unable to continue as a going concern.

4. Intangible Assets

In 2012 the Group entered into an agreement with Teck Ireland Limited ("Teck"), a subsidiary of Teck Resources Limited, which gives Teck the option of earning a 75% interest in licences held by the Group in Cavan/Meath. Teck had to spend €1.35 million on the licences by 2018 in order to earn the option to acquire 75% interest. As per the agreement the licences have been transferred into a new company, Oldcastle Zinc Limited. As at 31 December 2019 Teck had completed €1.35 million worth of expenditure. As per the agreement upon Teck completing €550,000 worth of expenditure 343,500 ordinary shares in Oldcastle Zinc Limited were to be issued to Teck. The shares were issued on 20 February 2015 giving Teck a 51% interest in the company. On completion of a further €400,000 worth of expenditure 269,360 ordinary shares in Oldcastle Zinc Limited were to be issued to Teck. The shares were issued on 22 December 2018 giving Teck a total 65% interest in the company. On 10 December 2019 the balance of 377,140 shares were issued to Teck to give them a total of 75% in the company.

In 2007 the Group entered into an agreement with Teck Cominco which gave Teck Cominco the option to earn a 75% interest in a number of other licences held by the Group. Teck Cominco had to spend CAD$3m to earn the interest. During 2012 the relevant licences were transferred to a new company, TILZ Minerals Limited, which at 31 December 2019 was owned 23.44% (2018: 23.44%) by Limerick Zinc Limited (subsidiary of Arkle Resources plc) and 76.56% (2017: 76.56%) by Group Eleven Resources Corp (third party).

On 13 September 2017 the board of Arkle Resources plc were informed that Group Eleven Resources Corp. a private company, has acquired the 76.56% interest held by Teck Ireland in TILZ Minerals. Arkle Resources plc owns the remaining 23.44%.

The Group's share of expenditure on the licences continues to be capitalised as an exploration and evaluation asset. The Group is subject to cash calls from Group Eleven Resources Corp. in respect of the financing of the ongoing exploration and evaluation of these licences. In the event that the Group decides not to meet these cash calls its interest in TILZ Minerals Limited may be diluted accordingly.

The realisation of the intangible assets is dependent on the discovery and successful development of economic reserves which is subject to a number of risks as outlined below:

The Group's exploration activities are subject to a number of significant and potential risks including:

- uncertainties over development and operational risks;

- compliance with licence obligations;

- liquidity risks; and

- going concern risks;

Should this prove unsuccessful the carrying value included in the balance sheet would be written off to the statement of comprehensive income.

The directors are aware that by its nature there is an inherent uncertainty in such exploration and evaluation expenditure as to the value of the asset. Having reviewed the carrying value of exploration and evaluation of assets at 31 December 2019, the directors are satisfied that the value of the intangible asset is not less than carrying value.

Segmental Analysis

5. Share Capital and Share Premium

Allotted, Called-Up and Fully Paid:

Movement in shares

On 26 February 2018, a total of 21,686,747 shares were issued at a price of 4.15p per share to provide additional working capital and fund development costs. For each share subscribed for, the investors also received one warrant to subscribe for an additional ordinary share at a price of 7p per share for a period of two years.

Should the volume weighted average share price of the Company exceed 20 (twenty) pence for five consecutive trading days the Company has the right to provide a written notice to warrant holders that they have one week to exercise the 7p warrants with a further two weeks thereafter for payment. Any then unexercised warrants could be cancelled by the Company. This acceleration condition is entirely at the volition of the Company should the 20 pence hurdle described above be triggered.

On 26 February 2018, John Teeling and James Finn, directors of Arkle Resources Plc, had their unpaid salaries owed to them totalling £199,500 settled via the issue of 4,807,228 new ordinary shares at the placing price of 4.15p. In addition, John Teeling and James Finn were granted 2,698,795 and 2,108,433 warrants respectively to subscribe for ordinary shares on the same terms as the placing warrants.

On 5 March 2019, a total of 18,400,000 shares were issued at a price of 1.25p per share to provide additional working capital and fund development costs. For each share subscribed for, the investors also received one warrant to subscribe for an additional ordinary share at a price of 1.8p per share until 11 September 2020.

6. Share Based Payments

Equity-settled share-based payments are measured at fair value at the date of grant.

The Group plan provides for a grant price equal to the average quoted market price of the ordinary shares on the date of grant.

On 15 August 2018 (2017: 300,000) a total of 2,500,000 options were granted to Patrick Cullen with a fair value of €40,646. These fair values were calculated using the Black-Scholes valuation model. These options vest in three tranches with 834,000 having vested on 26 February 2018, 833,000 options vested on 14 August 2018 and 833,000 vesting on 14 August 2019. The options expire on 13 August 2024 and have exercise prices as follows:

The inputs into the Black-Scholes valuation model were as follows:

Expected volatility was determined by management based on their cumulative experience of the movement in share prices over the financial year.

The terms of the options granted do not contain any market conditions within the meaning of IFRS 2.

The Group capitalised expenses of €6,679 and expensed costs of €6,679 relating to equity-settled share-based payment transactions during the financial year.

On 26 February 2018, a total of 26,493,975 shares were issued at a price of 4.15p per share. As part of the placing, for each share subscribed for, the investors also received one warrant to subscribe for an additional ordinary share at a price of 7p per share at any time until 8 March 2020. The fair value of those warrants are immaterial as at 31 December 2019.

On 26 February 2018, a total of 1,059,337 warrants with an exercise price of 7p were issued to the broker First Equity Limited for work done on the above placing.

On 20 July 2018, a total of 250,000 warrants with an exercise price of 7p were issued to the broker First Equity Limited for services provided.

On 5 March 2019, a total of 18,400,000 shares were issued at a price of 1.25p per share. As part of the placing, for each share subscribed for, the investors also received one warrant to subscribe for an additional ordinary share at a price of 1.8p per share at any time until 11 September 2020. The fair value of these warrants at 31 December 2019 was €18,644.

Warrants which have been issued for services rendered are considered share based payments and not a liability at FVTPL.

On 15 August 2019, a total of 11,627,907 warrants at a price of 3.4p per warrant expired.

The fair values of the warrants have been calculated using the Black-Scholes valuation model.

The inputs into the Black-Scholes valuation model were as follows:

Grant 5 March 2019

Weighted average share price at date of grant (in pence) 1.25p

Weighted average exercise price (in pence) 1.80p

Expected volatility 62.83%

Expected life 0.66 years

Risk free rate 1.3%

Expected dividends none

Expected volatility was determined by management based on their cumulative experience of the movement in share prices over the financial year.

7. Post Balance Sheet Events

On 27 March 2020 the company announced that it raised £252,000 from directors and existing shareholders, by way of a placing of 50,400,000 new ordinary shares at a price of 0.5p per ordinary share. For each new share subscribed, the investor will be entitled to one warrant to subscribe for an additional ordinary share at a price of 0.5p per share for a period of two years.

On 22 April 2020, the shareholders approved a share capital reorganisation which resulted in each of the existing ordinary shares being sub-divided into one new ordinary share with a nominal value of €0.0025 and one Deferred Share with a nominal value of €0.0075. The Deferred Shares have no value or voting rights and they will not be admitted to trading on AIM. Following the share capital reorganisation, there are the same number of new ordinary shares in issue as there were on 31 December 2019.

On 18 May 2020 the company announced that it raised £250,000 from existing shareholders, by way of a placing of 33,333,333 new ordinary shares at a price of 0.75p per ordinary share.

The unprecedented spread of Covid-19 across the world has had a significant impact on the global economy. The Group are actively monitoring the impact and continue to engage with banks and implement measures to mitigate the financial impacts of Covid-19. The Directors have considered events that existed at the reporting date, the specific circumstances relating to Arkle Resources plc's operations and the inherent uncertainty relating to Covid-19 when concluding that Covid-19 is a non-adjusting post balance sheet event. 

8. Annual General Meeting

The Company's Annual General Meeting will be held at held at the Hotel Riu Plaza The Gresham, 23 O'Connell Street Upper, North City Dublin, D01 C3W7, Ireland on 24th July 2020 at 12.30pm.

We are closely monitoring the Coronavirus (COVID-19) situation. The Board takes its responsibility to safeguard the health of its shareholders, stakeholders and employees very seriously and so certain measures will be put in place for the AGM in response to the COVID-19 pandemic. Details of these measures will be provided in a letter that will be attached to the Notice of AGM.

General Information

The financial information set out above does not constitute the Company's financial statements for the year ended 31 December 2019. The financial information for 2018 is derived from the financial statements for 2018 which have been delivered to the Companies Registration Office. The auditors have reported on 2018 statements; their report was unqualified with an emphasis of matter in respect of considering the adequacy of the disclosures made in the financial statements concerning the valuation of intangible assets, investment in subsidiaries and amounts due by group undertakings. The financial statements for 2019 will be delivered to the Companies Registration Office.

A copy of the Company's Annual Report and Accounts for 2019 will be mailed to all shareholders shortly and will also be available for collection from the Company's registered office, 162 Clontarf Road, Dublin 3, Ireland. The annual report will shortly be available for viewing at Arkle's website at www.arkleresources.com