ORM.L Regulatory News (ORM)

26 May 2021

Ormonde Mining plc

("Ormonde" or "the Company")

Chair's Review and Final Results for the Year ended 31 December 2020

Chair's Review

The 2020 year started with the sale of Ormonde's 30% interest in the Barruecopardo Tungsten Mine ("Barruecopardo") in Spain, and the receipt of €6 million from Oaktree Capital Management ("Oaktree") ahead of the world going into lockdown due to the COVID-19 pandemic. Since that time, the Company has focused its efforts on the development of new opportunities for the deployment of its capital and enhancement of shareholder value, while continuing to review the best route to generate value from its remaining Spanish assets.

Disposal and receipt of €6 million cash consideration

The disposal of the Company's interest in Barruecopardo was strategically and financially important for Ormonde and agreed with Oaktree in January 2020. Following approval of the sale by Ormonde shareholders at an extraordinary general meeting in February 2020, Ormonde received a net cash consideration of €6 million. Given how the remainder of 2020 unfolded, the Barruecopardo sale certainly proved to be the right decision and in the best interests of all shareholders.

Board & Management restructuring

On completion of the disposal, Mike Donoghue and John Carroll, who had provided the Company with many years of dedicated service, retired from the Board and Tim Livesey and Richard Brown were subsequently appointed. John has since sadly passed away and I take this opportunity to pay my deepest sympathies to his family.

Also following the disposal, I moved to the position of Executive Chair with a view to driving Ormonde towards a new and exciting future. This ambition is shared across the executive management team and the new Board and led to the pursuit of a number of transactions over the course of the year.

New opportunities

The Board and Management have been focused on identifying and assessing potential investment opportunities in the resource sector for more than a year. Over the course of 2020 and the first quarter of 2021, we have reviewed over one hundred and thirty new business opportunities, including several in considerable detail through technical, commercial and legal due diligence.

In September 2020, the Company announced that it had entered into an exclusivity agreement in relation to a potential transaction to acquire, or have the rights to acquire, up to an 80% interest in two exploitation licenses covering multiple high-grade copper and polymetallic development and exploration projects in a highly prospective and underexplored district in the Republic of the Congo. However, a lack of support for Resolution 6 at the Company's 2020 AGM held in late 2020 and subsequently adjourned to early 2021 means that Ormonde is no longer authorised to issue shares for a transaction of this nature without a further shareholder approval process. The resulting inability to offer the milestone-based mix of cash and Ormonde shares as consideration for the acquisition introduced an increased level of uncertainty, delay and execution risk for the counterparties.  Ultimately the counterparties demanded more onerous terms for the transaction, which significantly impacted the accretive potential of the transaction for all Ormonde shareholders, and as a result all discussions were terminated in April 2021.

This was an unfortunate set of circumstances which led to the Company and its shareholders missing out on what the Board believed would have been a transformational and value enhancing deal. The Board is now exploring alternative opportunities and strategies for the business in the interest of all shareholders in a landscape which has changed markedly in recent months in terms of the increased capital now available to junior mining companies, somewhat limiting Ormonde's competitive advantage.

Current projects

Ormonde continues to retain its exploration and development assets in Spain, namely the Salamanca and Zamora Gold Projects and assets relating to the La Zarza Copper-Gold Project. While we continue to seek ways to maximise value for shareholders from these assets, including the sale of the La Zarza interests, material expenditure is not anticipated to be incurred on them until a decision has been made in respect of new opportunities. The ability to maximise value for shareholders from these assets has been impacted by the pandemic but we continue to have ongoing dialogue with prospective interested parties.

Financials

Ormonde has reported a profit after tax for 2020 of €0.5 million, compared with a loss of €11.3 million for 2019. The reported profit for 2020 includes a gain of €1.6 million related to accounting for the completion of the Barruecopardo disposal in February 2020, whereas the 2019 loss reflected an impairment of €10.4 million related to the same asset.

Finally, I would like to thank all our stakeholders, management, employees, directors and advisors for their continued support and hard work over what has been a very difficult and challenging period for all involved. I wish you all well as we emerge from a long period of isolation and readjust to the new world in front of us.

Jonathan Henry

Executive Chair

Enquiries to:

Ormonde Mining plc

Jonathan Henry, Executive Chair

Paul Carroll, Chief Financial Officer

Fraser Gardiner, Chief Operating Officer

Tel: +353 (0)1 8014184

Buchanan

Bobby Morse / Ariadna Peretz / James Husband

Tel: +44 (0)20 7466 5000

Email: ormonde@buchanan.uk.com 

Davy (Nomad, Euronext Growth Advisor and Joint Broker)

John Frain / Barry Murphy

Tel: +353 (0)1 679 6363

SP Angel Corporate Finance LLP (Joint Broker)

Ewan Leggat

Tel: +44 (0)20 3 470 0470

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2020

Consolidated Statement of Financial Position

as at 31 December 2020

Consolidated Statement of Cashflows

for the year ended 31 December 2020

Consolidated Statement of Changes in Equity

for the year ended 31 December 2020

1. The basic loss per share has been calculated on a profit after taxation of €463,542 (2019: loss of €11,303,495) and a weighted average number of Ordinary Shares in issue for the year of 472,507,482 (2019: 472,507,482). Due to the Group's loss for the year ended 31 December 2019, the share options are anti-dilutive and therefore diluted earnings per share are the same as basic earnings per share. For the year ended 31 December 2020 the basic and diluted earnings per share are the same.

2. The financial information prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as adopted by the European Union included in this preliminary statement does not constitute the statutory financial statements for the purposes of Chapter 4 of part 6 of the Companies Act 2014. Full statutory statements for the year ended 31 December 2020 prepared in accordance with IFRS, upon which the auditors have given an unqualified report, have not yet been filed with the Registrar of Companies. Although their report was unqualified, the auditors drew attention to the disclosures made in the statutory financial statements relating to the carrying value of the La Zarza exploration and evaluation assets classed as held for sale. Full financial statements for the year ended 31 December 2019 prepared in accordance with IFRS and containing an unqualified report, have been filed with the Registrar of Companies.

3. A cancellation of deferred shares was completed during the year in preparation for the migration of certain of the Company's shares to the central securities depository of Euroclear Bank. There was no consideration paid by the Company in relation to this cancellation.