1 Jun 2021 08:52
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
1 June 2021
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Rockfire Resources plc
("Rockfire" or the "Company")
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Annual Results for the year ended 31 December 2020
Rockfire Resources plc (LON: ROCK), the gold and base metal-focused resource company, announces its audited results for the year ended 31 December 2020.
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For further information on the Company, please visit www.rockfireresources.com or contact the following:Β
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Rockfire Resources plc: | info@rockfireresources.com |
David Price, Chief Executive Officer | Β |
Β | Β |
Allenby Capital Limited (Nominated Adviser & Broker) | Tel: +44 (0) 20 3328 5656 |
John Depasquale / George Payne | Β |
Β | Β |
Yellow Jersey | rockfire@yellowjerseypr.com |
Sarah Hollins / Henry Wilkinson | Β |
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CHAIRMAN'S STATEMENT
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FOR THE YEAR ENDED 31 DECEMBER 2020
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TheΒ yearΒ 2020Β hasΒ seenΒ RockfireΒ buildΒ theΒ valueΒ ofΒ itsΒ explorationΒ projectsΒ inΒ AustraliaΒ andΒ itΒ isΒ withΒ greatΒ pleasureΒ thatΒ IΒ presentΒ theΒ Annual ReportΒ for RockfireΒ for theΒ financialΒ yearΒ endedΒ 31Β DecemberΒ 2020.
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Despite the restrictions imposed on domestic and international travel during the year, Rockfire has been in aΒ comparatively fortunate position. As a result of having all its field personnel, contractors and consultants basedΒ close to our projects in Queensland, the Company has been able to complete a successful and exciting year ofΒ growthΒ on both aΒ technicalΒ andΒ administrativeΒ front.
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During the year, a sustained and highly successful drilling programme resulted in a significant increase in goldΒ resourcesΒ atΒ theΒ PlateauΒ goldΒ deposit,Β asΒ wellΒ asΒ aΒ recent,Β positiveΒ preliminaryΒ scopingΒ study.Β TheΒ resultsΒ obtainedΒ from this study provides momentum for a comprehensive infill and extension drilling programme, with the aim ofΒ completingΒ an updated scopingΒ study towardsΒ the end ofΒ 2021.
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Our copper projects (Copper Dome & Copperhead) have progressed with helicopter surveys being completedΒ which have highlighted the scale of both projects. As a Board, we believe these projects hold great potential for aΒ significant copper discovery and we look forward to undertaking drilling programmes at these projects during theΒ 2021Β calendar year.
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AdministrationΒ
In February 2020, the Company appointed Allenby Capital as its sole stockbroker. This has streamlined manyΒ administrativeΒ mattersΒ owingΒ toΒ AllenbyΒ alsoΒ beingΒ theΒ Company'sΒ nominatedΒ adviser.Β AllenbyΒ CapitalΒ isΒ oneΒ ofΒ theΒ most active brokers on AIM, advising more than 60 corporate clients listed on the London Stock Exchange MainΒ Market,Β AIMΒ orΒ AQSE exchanges.
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OnΒ 17Β JulyΒ 2020,Β theΒ CompanyΒ changedΒ itsΒ RegisteredΒ OfficeΒ toΒ 201Β TempleΒ Chambers,Β 3-7Β TempleΒ Avenue,Β London, United Kingdom, EC4YΒ 0DT.
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At a general meeting held on 29 September 2020, shareholders voted to amend certain provisions within theΒ Company's Articles of Association (the "Articles") relating to general meetings of the Company. In light of theΒ restricted numbers permitted by social distancing rules, limitations on gatherings and Covid-19 related protocols,Β theΒ amendmentsΒ wereΒ designedΒ toΒ addressΒ theΒ mannerΒ inΒ whichΒ meetingsΒ canΒ beΒ convened,Β theΒ quorumΒ necessaryΒ to hold a general meeting, and the manner in which they can be held. The amended Articles allow the CompanyΒ toΒ hold physical,Β hybrid orΒ virtual meetings, atΒ anyΒ timeΒ in theΒ future, whenΒ necessary.
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FinancialΒ reviewΒ
TheΒ incomeΒ statementΒ forΒ theΒ yearΒ shows aΒ loss ofΒ Β£719,987Β (2019:Β lossΒ Β£635,542).
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OnΒ 29Β JuneΒ 2020,Β RockfireΒ raisedΒ Β£1,000,000Β grossΒ proceedsΒ throughΒ aΒ placementΒ ofΒ 117,647,100Β ordinaryΒ sharesΒ at Β£0.085. A further placement of 64,620,000 ordinary shares at Β£0.01625 on 29 July 2020, raised Β£1,000,000 netΒ proceeds.
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In July, August and September 2020, the Company announced the exercise of a total of 14,833,334 warrants,Β raising a total of Β£148,333.34. These combined funds were used to continue drilling at Plateau, as well as fundingΒ helicopter-supportedΒ geophysicalΒ surveys atΒ CopperheadΒ andΒ CopperΒ DomeΒ projectsΒ inΒ Queensland.
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ExplorationΒ
HighlightsΒ fromΒ theΒ 2020Β explorationΒ fieldΒ seasonΒ include:
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Β· DrillingΒ atΒ PlateauΒ duringΒ January 2020Β intersectedΒ 11Β m @Β 32.6Β g/tΒ Ag
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Β· On-goingΒ drillingΒ duringΒ FebruaryΒ 2020Β confirmedΒ thatΒ aΒ largeΒ mineralisedΒ systemΒ hadΒ beenΒ drilledΒ inΒ multipleΒ holes.Β Broad intersectionsΒ included 171Β m @ 0.4Β g/tΒ AuΒ andΒ 170Β m @ 0.4Β g/tΒ Au
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Β· GoldΒ assaysΒ upΒ toΒ 23.4Β g/tΒ AuΒ atΒ BellΒ RockΒ wereΒ foundΒ inΒ rocksΒ duringΒ MayΒ 2020.Β BellΒ RockΒ liesΒ 3.5Β kmΒ southeastΒ ofΒ Plateau
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Β· Drilling at Plateau in June 2020 continued to hit long intervals of gold including 90 m @ 0.8 g/t Au, with aΒ peakΒ valueΒ of 1Β mΒ @ 11.4Β g/tΒ Au
Β· FurtherΒ drillingΒ resultsΒ inΒ AugustΒ 2020Β includedΒ 23Β m @Β 1.0g/tΒ AuΒ withinΒ 82Β mΒ @Β 0.4Β g/tΒ Au
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Β· 110Β mΒ @Β 0.2Β g/tΒ AuΒ wasΒ announcedΒ inΒ SeptemberΒ 2020,Β continuingΒ theΒ veryΒ broadΒ intervalsΒ ofΒ goldΒ mineralisationΒ being intersected at Plateau
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Β· TheΒ longestΒ goldΒ intersectionΒ soΒ farΒ atΒ PlateauΒ wasΒ announcedΒ onΒ 6Β OctoberΒ 2020,Β beingΒ 341.3Β mΒ @Β 0.2Β g/tΒ Au fromΒ surface
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Β· High-gradeΒ goldΒ ofΒ 0.7Β mΒ @Β 16.9Β g/tΒ AuΒ wasΒ intersectedΒ inΒ drillingΒ atΒ PlateauΒ atΒ aΒ depthΒ ofΒ 380.26Β m,Β demonstratingΒ theΒ continuation ofΒ goldΒ at depths approachingΒ 400mΒ fromΒ surface
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Β· SilverΒ gradesΒ areΒ stillΒ beingΒ intersectedΒ withΒ 5.39Β mΒ @Β 31.02Β g/tΒ AgΒ announcedΒ inΒ NovemberΒ 2020
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Β· AΒ helicopterΒ geophysicalΒ survey,Β completedΒ inΒ DecemberΒ 2020Β atΒ theΒ CopperheadΒ porphyryΒ copperΒ projectΒ resultedΒ inΒ the explorationΒ target area beingΒ doubled inΒ size
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MaterialΒ eventsΒ andΒ reviewsΒ sinceΒ theΒ endΒ ofΒ 2020Β
On 29 January 2021, the Company announced the overall gold envelope at Plateau (grades above 0.2 g/t Au) isΒ an Indicated and Inferred Mineral Resource of 11.4 Million tonnes @ 0.6 g/t Au and 4.0 g/t Ag for 208,278 ouncesΒ of gold and 1.5 Million ounces of silver. This represented a 515% increase in gold ounces since the Company'sΒ maidenΒ JORCΒ (2012)Β MineralΒ Resource reported previouslyΒ inΒ JulyΒ 2019.
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Within this envelope and using a higher cut-off (grades above 0.5 g/t Au), the Indicated and Inferred MineralΒ Resource is 3.9 Million tonnes @ 1.1 g/t Au and 6.4 g/t Ag for 131,302 ounces of gold and 800,000 ounces ofΒ silver.
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OnΒ 8Β AprilΒ 2021,Β RockfireΒ announcedΒ theΒ resultsΒ ofΒ scopingΒ studiesΒ intoΒ openΒ cutΒ miningΒ atΒ Plateau.Β AΒ modest,Β netΒ positive cash flow, ranging from AUD $6.8m to AUD $19.4m (GBP Β£3.7m to GBP Β£10.7m), results from a small-Β scale,Β openΒ pitΒ mine,Β withΒ theΒ rangeΒ ofΒ anticipatedΒ cashΒ flowsΒ dependingΒ onΒ technicalΒ andΒ operationalΒ variables.
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Only the top 70 m was incorporated into the scoping study and the study assumes utilisation of one of the nearbyΒ existing processing facilities. Sixty nine percent (69%) of the scoped production originates from JORC IndicatedΒ ResourcesΒ fromΒ bothΒ theΒ CentralΒ andΒ EasternΒ Breccias.Β AverageΒ minedΒ gradesΒ rangeΒ betweenΒ 1.26Β g/tΒ AuΒ and
1.94 g/t Au from within the optimised pit outlines and a spot gold price of AUD$ 2,220 (US$ 1,718) per ounce wasΒ used. The study highlighted important aspects of the drilling density which require infill and extension drilling toΒ increaseΒ overall confidenceΒ inΒ theΒ technical andΒ economicΒ parametersΒ used inΒ theΒ study.
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In May 2021, the Company raised gross proceeds of Β£850,000 through a placing of 121,429,200 new ordinaryΒ shares of 0.1p each. The funds raised are to be used to commence inaugural drilling at the Company's CopperΒ DomeΒ andΒ CopperheadΒ projects,Β as wellΒ asΒ toΒ fundΒ ongoingΒ drillingΒ atΒ theΒ Company's PlateauΒ gold deposit.
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ThankΒ youΒ toΒ ourΒ shareholdersΒ forΒ yourΒ continuingΒ supportΒ andΒ yourΒ visionΒ toΒ seeΒ theΒ opportunitiesΒ beingΒ vigorouslyΒ explored by our technical team. I also extend thanks to my fellow Board members and our staff for their tirelessΒ efforts and dedication toΒ ensuringΒ the successΒ of Rockfire.
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Gordon HartΒ 28Β MayΒ 2021
FORΒ THEΒ YEAR ENDED 31Β DECEMBER 2020
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GordonΒ Hart,Β ChairmanΒ
GordonΒ hasΒ overΒ 35Β yearsΒ ofΒ experienceΒ inΒ the equityΒ capitalΒ andΒ financialΒ advisoryΒ markets.Β HeΒ hasΒ spentΒ theΒ lastΒ 12Β yearsΒ asΒ managingΒ directorΒ ofΒ VentureΒ GroupΒ EquitiesΒ Pty.Β Ltd,Β whereΒ heΒ hasΒ advisedΒ onΒ transactionsΒ involvingΒ over US$300 million of funding. He is a Graduate of the Australian Institute of Company Directors and has aΒ GraduateΒ DiplomaΒ inΒ CorporateΒ Governance.Β GordonΒ bringsΒ aΒ wealthΒ ofΒ corporateΒ knowledge,Β equitiesΒ andΒ financeΒ expertise and emerging company experience to the Group, having developed an expertise in emerging resourceΒ andΒ technologyΒ companies whichΒ willΒ beΒ invaluableΒ inΒ assistingΒ Rockfire'sΒ futureΒ development.
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DavidΒ WΒ Price,Β ChiefΒ ExecutiveΒ OfficerΒ andΒ ManagingΒ DirectorΒ
David is an experienced geologist and senior executive with 30+ years of experience in the global mining industryΒ and over 20 years' experience in securing funding for exploration projects. David holds the highest category ofΒ membership as a Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM) and is a competentΒ personΒ forΒ mineralΒ explorationΒ underΒ theΒ guidelinesΒ ofΒ theΒ JORCΒ Code.Β DuringΒ hisΒ career,Β DavidΒ hasΒ steeredΒ severalΒ resource projects through the often-convoluted path from exploration, through scoping/feasibility and into theΒ construction funding stage. David has previously held senior roles in both listed and private resource companiesΒ including CEO of Golden Tiger Mining Limited, CEO of Convergent Minerals Limited and managing director ofΒ Millennium Mining Limited.
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IanΒ Staunton,Β Non-executiveΒ DirectorΒ
Ian has worked in the City of London for more than 40 years, in roles including audit partner, corporate financeΒ partner and equity partner in various accounting firms. Ian is a qualified Chartered Accountant, a Fellow of theΒ Institute of Chartered Accountants in England & Wales and has a Diploma in Corporate Finance. Having workedΒ asΒ equityΒ partnerΒ andΒ headΒ ofΒ capitalΒ marketsΒ forΒ ChantreyΒ VellacottΒ DFKΒ LLPΒ andΒ aΒ seniorΒ equityΒ partnerΒ forΒ MooreΒ Stephens during the last 25 years, Ian provides Rockfire with a strong level of accounting and audit experience.Β SuchΒ high-levelΒ accounting,Β auditΒ andΒ complianceΒ capabilityΒ fulfilsΒ Rockfire'sΒ ambitionΒ toΒ broadenΒ itsΒ corporateΒ skillΒ baseΒ andΒ to bringΒ relevant experienceΒ fromΒ London ontoΒ theΒ Board.
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PatrickΒ Elliott,Β Non-executiveΒ DirectorΒ
Pat is an experienced resources and industrial company director. In a career spanning over 45 years, he has heldΒ seniorΒ executiveΒ positionsΒ withΒ ConsolidatedΒ GoldΒ FieldsΒ (Australia)Β LimitedΒ andΒ MorganΒ GrenfellΒ AustraliaΒ Limited.Β PatΒ hasΒ anΒ MBAΒ inΒ MineralΒ EconomicsΒ fromΒ MacquarieΒ University,Β andΒ aΒ BΒ CommΒ fromΒ theΒ UniversityΒ ofΒ NewΒ SouthΒ Wales.Β HeΒ hasΒ extensiveΒ managementΒ experienceΒ inΒ aΒ rangeΒ ofΒ fieldsΒ includingΒ manufacturing,Β mineralΒ explorationΒ and oil and gas exploration. Pat is currently executive chairman of Argonaut Resources NL (an ASX-listed copperΒ explorer),Β Cap-XXΒ LimitedΒ andΒ TamboranΒ ResourcesΒ LtdΒ (anΒ unlistedΒ AustralianΒ oilΒ andΒ gasΒ explorer).Β HeΒ isΒ alsoΒ aΒ non-executiveΒ directorΒ ofΒ IoneerΒ LimitedΒ (formerlyΒ GlobalΒ Geoscience,Β anΒ ASX-listedΒ lithium/boronΒ developerΒ ofΒ theΒ Rhyolite Ridge project in Nevada, USA) and Kirrama Resources Limited (an unlisted explorer and developer ofΒ chromiteΒ andΒ manganese projectsΒ inΒ Madagascar).
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NicholasΒ Walley,Β Non-executiveΒ DirectorΒ
NicholasΒ hasΒ aΒ businessΒ backgroundΒ spanningΒ multipleΒ industriesΒ includingΒ agriculture,Β property,Β construction,Β plantΒ hire,Β foodΒ andΒ beverageΒ packaging,Β leisureΒ andΒ charitableΒ work.Β Importantly, NicholasΒ hasΒ criticalΒ skillsΒ inΒ logistics,Β infrastructure, organisational management and sales. The Board believes Nicholas' personal success in businessΒ andΒ hisΒ knowledgeΒ andΒ experienceΒ ofΒ UKΒ legalΒ requirementsΒ willΒ benefitΒ RockfireΒ inΒ its growthΒ plans.
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ACTIVITYΒ REVIEW
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Lighthouse -Β TheΒ PlateauΒ GoldΒ Deposit
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Early in the exploration field season, Rockfire commenced reverse circulation drilling at the Plateau gold deposit.Β In late January 2020, the Company announced that drilling had intersected broad sulphide intervals, including aΒ strong sulphide zone (up to 50%) over several metres. This proved to be the beginning of a protracted drillingΒ campaign,Β withΒ highlyΒ encouragingΒ drillΒ resultsΒ beingΒ obtained throughoutΒ theΒ year.
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On 27 January 2020, it was announced that a program of 1,155 m of reverse circulation drilling in 6 drill holes hadΒ beenΒ carriedΒ outΒ inΒ theΒ earlyΒ partΒ ofΒ theΒ calendarΒ year andΒ allΒ drillΒ holesΒ encounteredΒ broadΒ intervalsΒ ofΒ sulphides. Good drilling/ground conditions enabled the drilling contractor to complete the program ahead ofΒ scheduleΒ and withinΒ budget.
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Owing to on-going visual observations of sulphides, the Company elected to drill several additional deep holes toΒ test a geophysical chargeable response. Whilst this drilling was underway, the Company completed a preliminaryΒ survey using portable X-Ray Flourescence (XRF) analysis. In particular, significant silver had been recorded in allΒ drillΒ holes.Β TheΒ best resultsΒ from XRF analysisΒ included:
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Β· 187Β m @Β 6.3Β g/tΒ AgΒ (from 15Β m),Β including 11Β m @Β 32.6Β g/tΒ AgΒ (holeΒ BPL025)
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Β· 10Β m @Β 18.2Β g/tΒ AgΒ (from 56Β m),Β includingΒ 4Β m @Β 35.4Β g/tΒ Ag (holeΒ BPL012)
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Β· 36Β m @Β 5.5Β g/t AgΒ (fromΒ 1Β m),Β includingΒ 3Β m @Β 18.8Β g/t AgΒ (hole BPL013)
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Β· 23Β m @Β 7.1Β g/tΒ AgΒ (from 9Β m),Β includingΒ 10 mΒ @Β 9.2Β g/tΒ AgΒ (holeΒ BPL016)
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Β· 22Β m @Β 9.8Β g/t AgΒ (fromΒ 0Β m),Β includingΒ 8Β m @Β 18.0Β g/t AgΒ (hole BPL018)
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Β· 8Β m @Β 36.0Β g/tΒ AgΒ (from 66Β m),Β includingΒ 4Β mΒ @Β 63.3Β g/tΒ AgΒ (holeΒ BPL019)
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Β· 31Β m @Β 9.7Β g/t AgΒ (from 29Β m),Β includingΒ 10Β m @Β 19.7Β g/tΒ Ag (holeΒ BPL020)
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InΒ lateΒ FebruaryΒ 2020,Β RockfireΒ announcedΒ theΒ finalΒ resultsΒ fromΒ allΒ reverseΒ circulationΒ drilling.Β DrillingΒ hadΒ returnedΒ extensive intercepts of continuous gold mineralisation, comparable to hole BPL025, which hit 177 m @ 0.5 g/t AuΒ (as announced on 26 November 2019). An important project milestone was announced, with a + 2.0 g/t Au zoneΒ beingΒ encountered atΒ 145Β mΒ downhole.
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All drill holes hit gold, expanding Plateau to +200 m long, +70 m wide and +200 m deep. The best gold intervalsΒ encounteredΒ during drillingΒ includedΒ theΒ followingΒ intercepts:
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Β· 171Β mΒ @Β 0.4Β g/tΒ Au inΒ holeΒ BPL027Β (fromΒ 26Β m)Β includingΒ 39Β mΒ @Β 1.0Β g/tΒ AuΒ (fromΒ 145Β m),Β 11Β mΒ @Β 2.3Β g/tΒ Au (fromΒ 145Β m) andΒ aΒ peakΒ goldΒ value ofΒ 1 mΒ @ 10.05 g/tΒ Au.
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Β· 170Β mΒ @Β 0.4Β g/tΒ Au inΒ holeΒ BPL030Β (fromΒ 37Β m)Β includingΒ 10Β mΒ @Β 1.0Β g/t AuΒ (fromΒ 54Β m)Β andΒ 19Β mΒ @Β 1.0Β g/tΒ Au (fromΒ 174Β m).
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These holes resulted in mineralisation being extended more than 100 m east of the previously reported resultsΒ from drillΒ hole BPL025Β ofΒ 177Β mΒ @ 0.5Β g/tΒ Au.
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BPL028,Β drilledΒ asΒ partΒ ofΒ theΒ 2020Β programme,Β wasΒ aΒ 251Β mΒ deepΒ holeΒ whichΒ hitΒ mineralisationΒ inΒ theΒ lastΒ 10Β mΒ ofΒ theΒ hole.Β TheΒ bottom ofΒ hole averagedΒ 10 mΒ @Β 0.3Β g/tΒ AuΒ and includedΒ 1Β mΒ @Β 1.7Β g/tΒ AuΒ inΒ theΒ veryΒ lastΒ metre.
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During March 2020, the Company announced more long intervals of silver, zinc andΒ lead continued to beΒ encounteredΒ inΒ drilling.Β SilverΒ assaysΒ upΒ toΒ almostΒ oneΒ andΒ aΒ halfΒ ouncesΒ perΒ tonneΒ (43.9Β g/tΒ Ag)Β overΒ aΒ 6Β mΒ sectionΒ of drilling, including 1 m @ 113 g/t Ag represent some of the highest silver grades encountered so far at Plateau.Β TheΒ bestΒ silverΒ andΒ zincΒ resultsΒ includedΒ theΒ following:
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SilverΒ results
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6Β m @ 43.9Β g/t AgΒ (fromΒ 85Β m)Β includingΒ 1Β mΒ @Β 113Β g/tΒ AgΒ (from 85 m)
203Β mΒ @Β 3.68Β g/t AgΒ (fromΒ 0Β m) includingΒ 11Β m @Β 21.5Β g/tΒ AgΒ (fromΒ 145Β m)
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7 m @ 17.46 g/t Ag (from 178 m)Β Zinc results
10Β m @Β 1.72Β % ZnΒ (fromΒ 73Β m)
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126Β m @ 0.31Β %Β ZnΒ (fromΒ 96Β m) includingΒ 6Β mΒ @Β 1.05 %Β ZnΒ (fromΒ 102Β m)
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Dr.Β GreggΒ Morrison ofΒ KlondikeΒ ExplorationΒ Services,Β theΒ pre-eminentΒ expertΒ in NorthΒ Queensland geologyΒ analysedΒ theΒ resultsΒ ofΒ theΒ Company'sΒ drilling. MrΒ Morrison developedΒ theΒ multi-elementΒ geochemistryΒ classification and zoning model which was used to characterise the Mt Wright Gold Mine. Dr. Morrison reportedΒ that he was observing many similarities between Plateau and the early observations at Mt Wright, as detailedΒ below:
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Β· BroadΒ goldΒ zones (0.2Β g/tΒ AuΒ toΒ 0.5Β g/tΒ Au)Β inΒ theΒ topΒ 200Β m from surface
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Β· BroadΒ lead/zinc/silverΒ (Pb-Zn-Ag)Β anomalousΒ halo
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Β· MineralisationΒ isΒ betweenΒ 60Β mΒ andΒ 80Β mΒ thickΒ atΒ bothΒ deposits
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Β· SimilarΒ patternsΒ evidentΒ fromΒ plottingΒ geochemicalΒ ratioΒ "z-scores"
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Β· BrecciaΒ andΒ rhyoliteΒ areΒ theΒ twoΒ mainΒ hostΒ rockΒ types
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Β· BothΒ depositsΒ areΒ approximatelyΒ 200Β mΒ -Β 250Β mΒ long
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Β· MultipleΒ rhyoliteΒ emplacementΒ andΒ multipleΒ mineralisingΒ phases
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Β· AlterationΒ byΒ sericite-pyrite-marcasite,Β withΒ minorΒ quartz-carbonate-sphalerite
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Β· MultielementΒ geochemicalΒ zonationΒ isΒ expectedΒ toΒ assistΒ highΒ gradeΒ goldΒ targetingΒ atΒ depth
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OnΒ 9Β JuneΒ 2020,Β RockfireΒ announcedΒ theΒ resultsΒ ofΒ modern,Β three-dimensionalΒ ("3D")Β reprocessingΒ ofΒ aeromagnetic data flown in 2011 by Ramelius Resources at Plateau. From this work, a magnetic target down toΒ and beyond a depth of 600 m was confirmed and a steep easterly plunge of the low-magnetic mineralised rhyoliteΒ hostΒ wasΒ interpreted.Β AnotherΒ observationΒ resultingΒ fromΒ thisΒ workΒ wasΒ a rolling,Β north-southΒ changeΒ inΒ dipΒ directionΒ ofΒ theΒ rhyoliteΒ body.Β AΒ potentiallyΒ mineralisedΒ "off-shootΒ pipe"Β wasΒ identifiedΒ atΒ depthΒ inΒ theΒ southwesternΒ cornerΒ ofΒ theΒ rhyolite.
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The Company announced on 3 August 2020 that reverse circulation drilling at Plateau was continuing to intersectΒ gold values, including some of the highest gold grades to date in the top 200m from surface.Β A shallow, infill drillΒ hole intersected 90 m @ 0.8 g/t Au (from surface), including 22 m @ 2.0 g/t Au (from 45 m), 43 m @ 1.5 g/t AuΒ (fromΒ 35Β m)Β andΒ aΒ peakΒ valueΒ ofΒ 1Β mΒ @Β 11.4Β g/tΒ Au.Β BroadΒ intervalsΒ ofΒ silverΒ wereΒ alsoΒ beingΒ encounteredΒ includingΒ 130Β mΒ @ 4.7Β g/t Ag fromΒ surface.
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Reverse circulation drilling was completed in June 2020, and on 19 August 2020, the Company announced thatΒ drilling had extended the footprint of gold mineralisation at Plateau and that mineralisation continued to adhere toΒ theΒ MtΒ WrightΒ modelΒ inΒ theΒ upperΒ levelsΒ ofΒ theΒ mineralisingΒ system.Β InΒ particular,Β goldΒ mineralisationΒ wasΒ extendedΒ another 60 m east of all previous drilling within the top 200 m from surface. Gold still remains open towards theΒ east and at depth. A shallow, infill drill hole, (BPL035) intersected 82 m @ 0.4 g/t Au (from surface) including 9 mΒ @ 2.2 g/t Au (from 56 m). The same hole also intersected strong silver results including 6 m @ 32.4 g/t Ag (1.0Β oz/tΒ silver).
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InΒ lateΒ AugustΒ 2020,Β diamondΒ drillingΒ commencedΒ atΒ Plateau.Β OnΒ 7Β SeptemberΒ 2020,Β RockfireΒ announcedΒ thatΒ fiveΒ diamond drill holes had been completed, with a sixth hole expected to be completed within the coming weeks. AΒ variety of sulphides were reported as being observed in drill core, with percentages varying from trace amounts toΒ levels exceeding 40% of the rock. Rocks being encountered at levels approaching 500 m vertical depth wereΒ reportedΒ as stronglyΒ alteredΒ and strongly mineralisedΒ withΒ sulphidesΒ withinΒ theΒ brecciaΒ system.
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BPL028Β wasΒ anΒ RCΒ holeΒ drilledΒ inΒ JanuaryΒ 2020Β atΒ theΒ easternΒ extremityΒ ofΒ theΒ goldΒ zone.Β ThisΒ firstΒ diamondΒ drill
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holeΒ endedΒ withΒ 1.7Β g/tΒ AuΒ in theΒ veryΒ lastΒ sampleΒ atΒ theΒ bottomΒ ofΒ theΒ holeΒ atΒ 251Β mΒ depth.Β BPL028Β wasΒ extendedΒ deeperΒ withΒ aΒ diamondΒ tailΒ andΒ encounteredΒ moreΒ broadΒ goldΒ mineralisationΒ includingΒ anΒ additionalΒ 110.54Β mΒ @
0.2 g/t Au (from 337 m). Individual narrow intervals in hole BPL028 peak at 3.43 g/t Au and 5.03 g/t Au at verticalΒ depths of 263 m and 377 m respectively.Β This hole indicates that the gold mineralising system remains active,Β open and prospective at depths approaching 400 m from surface. Drill hole BPL028 also encountered elevatedΒ silver intervals, including 6.09 m @ 16.5 g/t Ag (from 388.66 m), with a peak silver value of 52.7 g/t Ag. The sameΒ holeΒ alsoΒ encounteredΒ anΒ elevatedΒ zincΒ intervalΒ ofΒ 19.23Β mΒ @Β 1.05Β %Β ZnΒ fromΒ 381.73.Β TheΒ peakΒ zincΒ valueΒ isΒ 4.32
% Zn.
Β
OnΒ 6Β OctoberΒ 2020,Β RockfireΒ announcedΒ thatΒ theΒ secondΒ diamondΒ drillΒ holeΒ (HoleΒ BPL038)Β atΒ PlateauΒ returnedΒ theΒ largestΒ goldΒ intersectionΒ soΒ farΒ atΒ Plateau,Β withΒ mineralisationΒ overΒ theΒ entireΒ sampledΒ intervalΒ ofΒ 341.3Β mΒ @Β 0.2Β g/tΒ Au (68.26 grams x metre interval). To date, every hole drilled at Plateau has intersected varying grades of goldΒ mineralisation, and often over vast intervals. Intervals of high-grade gold were intersected in hole BPL038,Β includingΒ 0.7mΒ @Β 10.8Β g/tΒ AuΒ atΒ 341.3Β mΒ depth.Β HoleΒ BPL038Β didΒ notΒ penetrateΒ toΒ theΒ plannedΒ depthΒ ofΒ 500mΒ belowΒ surface owing to a change in dip angle of the main brecciated contact. The same hole also encountered elevatedΒ silverΒ andΒ zincΒ intervalsΒ withΒ aΒ peakΒ silverΒ valueΒ ofΒ 24.7Β g/tΒ AgΒ (atΒ 389.44Β m)Β andΒ aΒ peakΒ zincΒ valueΒ ofΒ 2.38Β %Β Zn (at
341.00Β m).
Β
The results from four additional diamond drill holes at Plateau were announced on 5 November 2020. GoldΒ continuesΒ toΒ beΒ intersectedΒ inΒ eachΒ holeΒ atΒ Plateau,Β including,Β forΒ theΒ firstΒ time,Β belowΒ 600Β mΒ fromΒ surface.Β Higher-Β grade gold hits (+5 g/t Au) are being encountered more regularly and more frequent intervals of +1.0 g/t gold areΒ beingΒ drilled below 400 mΒ depth.
Β
A high-grade gold interval of 0.74 m @ 16.9 g/t Au (half an ounce per tonne) was intersected in diamond holeΒ BPL026,Β lyingΒ withinΒ aΒ strongΒ zoneΒ of 4.5Β mΒ @Β 3.0Β g/tΒ AuΒ atΒ 380.26Β m.Β ThisΒ intervalΒ liesΒ toΒ theΒ southΒ andΒ outsideΒ ofΒ theΒ initial goldΒ target zone.
Β
Drill hole BPL041 returned the highest-grade silver ever recorded at Plateau, with an interval of 18.86 m @ 29.7Β g/tΒ AgΒ (1.0Β ounce/tonne),Β includingΒ 1.26Β mΒ @Β 408Β g/tΒ silverΒ (13.1Β ounces/tonne)Β fromΒ 67.74Β m.Β TheΒ sameΒ holeΒ alsoΒ returned an excellent gold interval of 17.0 m @ 1.2 g/t Au, including a high-grade hit of 1 m @ 9.2 g/t Au at 409.0Β m below surface.
Β
Hole BPL033, drilled in the opposite direction to all other holes (from south to north) to confirm the dip of theΒ mineralised contact, intersected 0.52 m @ 3.5 g/t Au at 542.13 m depth. This is within a wider interval of 6.45 mΒ @ 0.5 g/t Au, which is interpreted to be splaying off the main gold zone at depth. Hole BPL033 also intersectedΒ high-gradeΒ silver,Β withΒ anΒ intervalΒ ofΒ 5.39Β m @Β 31.02Β g/tΒ Ag,Β includingΒ 1.35Β mΒ @Β 70.9Β g/tΒ AgΒ (2.3Β ounces/tonne).
Β
On 5 November 2020, it was also announced that for the first time at Plateau, drilling had returned an elevatedΒ copperΒ intervalΒ ofΒ 7.98Β mΒ @Β 0.25Β %Β Cu,Β 18Β g/tΒ Ag,Β andΒ 0.3Β g/tΒ AuΒ inΒ holeΒ BPL040Β fromΒ 622Β m depth.Β HoleΒ BPL040Β is the deepest hole drilled by Rockfire. Hole BPL040 also intersected high-grade silver, with an interval of 2.98 mΒ @ 35.2 g/t Ag. The same hole returned multiple gold intervals, including 3.03 m @ 1.2 g/t Au, intersected moreΒ thanΒ 600Β mΒ belowΒ surface.
Β
The + 2.0 g/t Au drilled at depth and the multiple gold intervals provide evidence that the mineralising systemΒ continues at depth and that the main source of the gold is yet to be discovered. The presence of very high-gradeΒ silverΒ andΒ theΒ appearanceΒ ofΒ copperΒ areΒ promisingΒ changes,Β indicativeΒ ofΒ theΒ mainΒ sourceΒ beingΒ atΒ depth.
Β
AtΒ theΒ endΒ ofΒ theΒ fieldΒ season,Β RockfireΒ providedΒ anΒ updateΒ onΒ fieldΒ andΒ relatedΒ explorationΒ activityΒ onΒ 2Β DecemberΒ 2020.Β DuringΒ thisΒ update,Β itΒ wasΒ announcedΒ thatΒ geologicalΒ andΒ mineralisationΒ modellingΒ wasΒ inΒ progressΒ toΒ updateΒ the JORC resource at Plateau. This process was designed to outline resources for the broad, low-grade halo toΒ theΒ system,Β asΒ wellΒ asΒ theΒ higher-gradeΒ goldΒ componentΒ identifiedΒ inΒ drilling.Β ResourcesΒ areΒ plannedΒ toΒ beΒ estimatedΒ forΒ bothΒ the EasternΒ BrecciaΒ andΒ theΒ CentralΒ Breccia,Β separatedΒ byΒ anΒ unexploredΒ distanceΒ of 135Β m.
Β
Structural and geological data obtained from diamond drilling during the year at Plateau was digitised, collated,Β and incorporated into the geological and mineralisation database. This data was provided to Rockfire's structuralΒ consultants to model Plateau using fluid pathways, including faults, shears and veins measured in drill core toΒ preferentially alignΒ drilling assayΒ results.
Β
LighthouseΒ -Β RegionalΒ Targets
Β
SplitΒ Rock
Β
OnΒ 28Β AprilΒ 2020,Β theΒ CompanyΒ announcedΒ resultsΒ fromΒ rockΒ samplingΒ atΒ theΒ SplitΒ RockΒ prospect,Β locatedΒ onlyΒ 2Β kmΒ northΒ ofΒ theΒ Company'sΒ PlateauΒ goldΒ deposit.Β AΒ gold-copper-nickel-cobaltΒ anomalyΒ wasΒ highlightedΒ andΒ may
Β
representΒ anΒ ultramafic-hostedΒ intrusion.Β RockΒ samplesΒ returnedΒ peakΒ valuesΒ ofΒ 1.0Β %Β Ni,Β 0.2Β %Β Cu,Β 510Β ppmΒ Co, 0.8 g/t Pt, 0.5 g/t Pd and 0.1 g/t Au. These results represent the highest nickel and cobalt assays from withinΒ the Company's Lighthouse tenement so far, with Split Rock being the only prospect within Lighthouse to beΒ analysedΒ forΒ platinumΒ andΒ palladiumΒ toΒ date.Β HistoricalΒ streamΒ sedimentΒ samplingΒ byΒ PenarroyaΒ AustraliaΒ PtyΒ Ltd inΒ 1982Β outlinedΒ aΒ distinct,Β circularΒ copper-in-streamΒ anomaly,Β whichΒ ledΒ Rockfire'sΒ geologistsΒ toΒ startΒ samplingΒ inΒ theΒ Split Rock area. Historical soil sampling by Ramelius Resources Ltd in 2012 at an adjacent prospect also coveredΒ Split Rock and historical rock sampling by City Resources Ltd was carried out approximately 100m west ofΒ Rockfire'sΒ samplingΒ programΒ andΒ theseΒ rockΒ samples returnedΒ 0.3Β g/tΒ Au,Β 3.5Β g/tΒ AuΒ and 0.3Β %Β Cu.
Β
BellΒ Rock
Β
RockfireΒ announcedΒ rockΒ samplingΒ resultsΒ fromΒ theΒ CardiganΒ DamΒ prospect,Β (renamedΒ toΒ "BellΒ RockΒ prospect")Β onΒ 1 June 2020 within the Lighthouse tenement. Bell Rock is 3.5 km southeast of Plateau. The highest gold gradesΒ returnedΒ fromΒ 15Β rockΒ samplesΒ isΒ 23.4Β g/tΒ Au.Β NearlyΒ 50%Β ofΒ rockΒ samplesΒ returnedΒ resultsΒ aboveΒ 0.5Β g/tΒ Au.Β OtherΒ notable rock sample results include 7.3 g/t Au, 5.8 g/t Au, 4.5 g/t Au and 3.6 g/t Au. Two rock samples returnedΒ anomalousΒ copperΒ valuesΒ of 0.14 %Β andΒ 0.11Β % Cu respectively.
Β
Rock sampling at Bell Rock was followed up with the collection of 212 soil samples, with results being announcedΒ on 2 December 2020. Strong gold-in-soil assays up to 205 ppb Au (0.2 g/t Au). This soil sampling programmeΒ extendedΒ soilΒ sampling northΒ of previousΒ soilΒ samplingΒ byΒ RockfireΒ in 2019.
Β
JeddahΒ
Β
Detailed soilΒ samplingΒ wasΒ underwayΒ overΒ theΒ northernΒ halfΒ ofΒ theΒ Jeddah goldΒ prospect,Β alsoΒ withinΒ theΒ LighthouseΒ tenement and lying 2 km southwest of Plateau. On 2 December 2020, it was announced that a total of 210 soilΒ samples had been collected at Jeddah. Continuous rock chip samples collected by Rockfire in May 2018 hadΒ returned promising results of 10 m @ 1.68 g/t Au, 8 m @ 1.23 g/t Au and 5 m @ 1.35 g/t Au, which were beingΒ followedΒ up byΒ theΒ currentΒ soilΒ sampling.
Β
CopperheadΒ - PorphyryΒ CopperΒ Project
Β
On the 2 December 2020, the Company announced that a helicopter-supported aeromagnetic survey wasΒ underway at the Copperhead porphyry copper deposit. Copperhead has a 2 km x 3 km copper-in-soil anomaly,Β providing a very large tonnage target. There is an historical (non-JORC) mineral content estimate calculated fromΒ drillingΒ inΒ 1972Β andΒ theΒ surveyΒ beingΒ flownΒ wasΒ aimedΒ definingΒ structuralΒ orientations,Β whichΒ isΒ expectedΒ toΒ highlightΒ preferentialΒ fluidΒ pathwaysΒ forΒ higher-grade copper.
Β
Marengo
Β
The Company announced in December 2020 that it is seeking expressions of interest from parties to establish aΒ Farm-In and Joint Venture for the Marengo Project in Queensland. Marengo remains prospective, however,Β RockfireΒ managementΒ hasΒ electedΒ toΒ focusΒ financialΒ andΒ humanΒ resourcesΒ onΒ Lighthouse,Β CopperheadΒ andΒ CopperΒ Dome.Β RockfireΒ willΒ seek toΒ advanceΒ MarengoΒ by bringingΒ inΒ aΒ capableΒ partnerΒ toΒ exploreΒ onΒ behalfΒ ofΒ Rockfire.
Β
OtherΒ Projects
Β
Rockfire retains the Copper Dome, Kookaburra and Monarch exploration projects, all of which are in Queensland,Β Australia.Β DuringΒ theΒ 2020Β calendarΒ year,Β workΒ onΒ theseΒ projectsΒ involvedΒ geologicalΒ mapping,Β structuralΒ mapping,Β drone aerial photography and site appraisals. The New Leyshon tenement (EPM 26745) was relinquished duringΒ the year.
Β
KEYΒ PERFORMANCEΒ INDICATORS (KPIs)
Β
TheΒ BoardΒ monitorsΒ KPIs whichΒ itΒ considersΒ appropriateΒ forΒ aΒ groupΒ atΒ Rockfire'sΒ stageΒ ofΒ development.
Β
FinancialΒ KPIs
Β
DuringΒ theΒ year,Β theΒ BoardΒ monitoredΒ theΒ followingΒ KPIs:
Β
Β· CashΒ flowΒ andΒ workingΒ capital;
Β· Short-termΒ andΒ long-termΒ cashΒ flowΒ modelsΒ whichΒ includeΒ varianceΒ analysisΒ fromΒ originalΒ budgets.
Β
RISKΒ MANAGEMENT
Β
TheΒ BoardΒ regularlyΒ reviewsΒ theΒ risksΒ toΒ whichΒ theΒ GroupΒ isΒ exposedΒ andΒ ensuresΒ throughΒ itsΒ meetingsΒ andΒ regularΒ reportingΒ that these risksΒ areΒ minimisedΒ asΒ far asΒ possible.
Β
TheΒ principalΒ risksΒ andΒ uncertaintiesΒ facingΒ theΒ GroupΒ atΒ thisΒ stageΒ inΒ itsΒ developmentΒ are:
Β
COVID-19Β risk
Β
In the current business climate, the Board acknowledges the COVID-19 pandemic risk and has implementedΒ logisticalΒ andΒ organisationalΒ changesΒ toΒ underpinΒ theΒ Group'sΒ resilienceΒ toΒ COVID-19,Β withΒ theΒ keyΒ focusΒ beingΒ onΒ protectingΒ allΒ personnel,Β minimisingΒ theΒ impactΒ onΒ criticalΒ workΒ streamsΒ andΒ ensuringΒ businessΒ continuity.
Β
ExplorationΒ risk
Β
The Group's business has been primarily mineral exploration and evaluation which are speculative activities and,Β whilst the Directors are satisfied that good progress is being made, there is no certainty that the Group will beΒ successful in the definition of economic mineral deposits, or that it will proceed to the development of any of itsΒ projectsΒ or otherwise realiseΒ their value.
Β
The Group aims to mitigate this risk when evaluating new business opportunities by targeting areas of potentialΒ whereΒ thereΒ isΒ atΒ leastΒ someΒ successfulΒ historicalΒ drilling orΒ geological dataΒ available.
Β
ResourceΒ risk
Β
All mineral projects have risk associated with defined grade and continuity. Mineral reserves and resources areΒ calculated by the Group in accordance with accepted industry standards and codes but are always subject toΒ uncertaintiesΒ inΒ theΒ underlyingΒ assumptionsΒ whichΒ includeΒ geologicalΒ projectionΒ andΒ commodityΒ priceΒ assumptions.
Β
The Group reports mineral resources and reserves in accordance with the Australasian Code for Reporting ofΒ Exploration Results, Mineral Resources and Ore Reserves ('the JORC Code'). The JORC Code is a professionalΒ codeΒ ofΒ practiceΒ thatΒ setsΒ minimumΒ standardsΒ forΒ publicΒ reportingΒ ofΒ mineralΒ explorationΒ results,Β mineralΒ resourcesΒ andΒ ore reserves.Β Further informationΒ on theΒ JORCΒ CodeΒ canΒ be foundΒ atΒ www.jorc.org.
Β
Environmental,Β landownerΒ andΒ nativeΒ titleΒ risk
Β
ExplorationΒ andΒ developmentΒ ofΒ aΒ projectΒ canΒ beΒ adverselyΒ affectedΒ byΒ environmentalΒ legislationΒ andΒ theΒ unforeseen results of environmental studies carried out during evaluation of a project. Once a project is inΒ production,Β unforeseen eventsΒ canΒ give riseΒ toΒ environmentalΒ liabilities.
Β
AccessΒ andΒ compensationΒ agreementsΒ areΒ requiredΒ toΒ beΒ negotiatedΒ betweenΒ theΒ CompanyΒ andΒ theΒ landownerΒ atΒ eachΒ project.Β QueenslandΒ legislationΒ providesΒ anΒ agreementΒ templateΒ whichΒ mayΒ beΒ modifiedΒ byΒ theΒ CompanyΒ andΒ theΒ landowner.
Β
Where native title exists, the Company obtains the necessary approvals for access and working programmesΒ accordingΒ toΒ legislationΒ andΒ theΒ Company'sΒ environmental,Β socialΒ andΒ governanceΒ ("ESG")Β programme.
Β
The Group is currently in the exploration stage. Any disturbance to the environment during this phase is minimalΒ andΒ is rehabilitatedΒ inΒ accordanceΒ withΒ theΒ prevailingΒ regulationsΒ ofΒ theΒ countriesΒ inΒ whichΒ weΒ operate.
Β
FinancingΒ andΒ liquidityΒ risk
Β
The Group has an ongoing requirement to fund its activities through the equity markets and in the future to obtainΒ financeΒ forΒ projectΒ development.Β ThereΒ isΒ noΒ certaintyΒ suchΒ fundsΒ willΒ beΒ availableΒ whenΒ needed.Β ToΒ date,Β RockfireΒ has managed to raise funds primarily through equity placements despite the very difficult markets that currentlyΒ existΒ forΒ raising funding inΒ theΒ juniorΒ miningΒ industry.
Β
PoliticalΒ risk
Β
AllΒ countriesΒ carryΒ politicalΒ riskΒ thatΒ canΒ leadΒ toΒ interruptionΒ ofΒ activity.Β PoliticallyΒ stableΒ countriesΒ canΒ haveΒ enhancedΒ environmental and social permitting risks, risks of strikes and changes to taxation whereas less developedΒ countries can have in addition, risks associated with changes to the legal framework, civil unrest and governmentΒ expropriationΒ of assets.
Β
BriberyΒ risk
Β
TheΒ GroupΒ hasΒ adoptedΒ anΒ anti-corruptionΒ policyΒ andΒ whistleΒ blowingΒ policyΒ underΒ theΒ BriberyΒ ActΒ 2010.Β Notwithstanding this, the Group may be held liable for offences under that Act committed by its employees orΒ subcontractors,Β whetherΒ orΒ notΒ theΒ GroupΒ orΒ theΒ DirectorsΒ hadΒ knowledgeΒ ofΒ theΒ committingΒ ofΒ suchΒ offences.
Β
InsuranceΒ coverage
Β
TheΒ GroupΒ maintainsΒ aΒ suiteΒ ofΒ insuranceΒ coverageΒ thatΒ isΒ appropriateΒ forΒ theΒ GroupΒ andΒ Company.Β ThisΒ isΒ arrangedΒ via a specialist mining insurance broker and coverage includes public and products liability, corporate andΒ professional, travel, property and medical coverage and assistance while Group employees and consultants areΒ travelling on Group business. This is reviewed at least annually and adapted as the Group's scale and nature ofΒ activitiesΒ changes.
Β
InternalΒ controlsΒ andΒ riskΒ management
Β
The Directors are responsible for the Group's system of internal financial control. Although no system of internalΒ financial control can provide absolute assurance against material misstatement or loss, the Group's system isΒ designedΒ toΒ provideΒ reasonableΒ assuranceΒ thatΒ problemsΒ areΒ identifiedΒ onΒ aΒ timelyΒ basisΒ andΒ dealtΒ withΒ appropriately.
Β
In carrying out their responsibilities, the Directors have put in place a framework of controls to ensure as far asΒ possible that ongoing financial performance is monitored in a timely manner, that corrective action is taken andΒ that risk is identified as early as practically possible. The Directors review the effectiveness of internal financialΒ controlΒ atΒ leastΒ annually.
Β
TheΒ BoardΒ continuouslyΒ monitorsΒ andΒ upgradesΒ itsΒ internalΒ controlΒ proceduresΒ andΒ riskΒ managementΒ mechanismsΒ and assesses both for effectiveness during the annual review. This process enables the Board to determine if theΒ riskΒ exposureΒ hasΒ changedΒ duringΒ theΒ year.Β InΒ orderΒ toΒ assistΒ theΒ riskΒ managementΒ functionΒ ofΒ theΒ auditΒ committee,Β the Company has a risk management policy, which is reviewed annually. The Executive Directors report regularlyΒ toΒ the BoardΒ on theΒ management ofΒ material businessΒ risks.
Β
The Board, subject to delegated authority, reviews capital investment, property sales and purchases, additionalΒ borrowingΒ facilities,Β guaranteesΒ andΒ insuranceΒ arrangements.
Β
CORPORATEΒ SOCIALΒ RESPONSIBILITY
Β
The Board takes account of the significance of social, environmental and ethical matters affecting the business ofΒ theΒ Group.Β AtΒ thisΒ stageΒ inΒ theΒ Group'sΒ developmentΒ theΒ BoardΒ hasΒ notΒ adoptedΒ aΒ specificΒ policyΒ onΒ corporateΒ socialΒ responsibilityΒ asΒ itΒ hasΒ aΒ limitedΒ poolΒ ofΒ stakeholdersΒ otherΒ thanΒ itsΒ shareholders.Β Rather,Β theΒ BoardΒ seeksΒ toΒ protectΒ theΒ interestsΒ ofΒ Rockfire'sΒ stakeholdersΒ throughΒ individualΒ policiesΒ andΒ throughΒ ethicalΒ andΒ transparentΒ actions.
Β
SHAREHOLDERS
Β
TheΒ DirectorsΒ areΒ alwaysΒ prepared,Β whereΒ practicable,Β toΒ enterΒ intoΒ dialogueΒ withΒ shareholdersΒ toΒ promoteΒ aΒ mutualΒ understandingΒ ofΒ objectivesΒ andΒ outcomes.Β TheΒ AnnualΒ GeneralΒ MeetingΒ providesΒ theΒ BoardΒ withΒ anΒ opportunityΒ toΒ informallyΒ meetΒ andΒ communicate directlyΒ withΒ investors.
Β
ENVIRONMENT
Β
The Board recognises that the Group's principal activity, mineral exploration, has the potential to impact on theΒ local environment. To date, activities at the various projects have been limited to surveying and drilling activitiesΒ and the Group does comply with local regulatory requirements with regard to environmental compliance andΒ rehabilitation. The impact on the environment of the Group's activities has the potential to increase should ourΒ projectsΒ moveΒ intoΒ aΒ developmentΒ orΒ productionΒ phase.Β ThisΒ isΒ currentlyΒ assessedΒ throughΒ baselineΒ environmentalΒ studies that are being undertaken and identifying resources needed to manage environmental compliance in theΒ future.
Β
GivenΒ theΒ Group'sΒ sizeΒ andΒ scaleΒ itΒ isΒ notΒ consideredΒ practicalΒ orΒ costΒ effectiveΒ toΒ collectΒ andΒ reportΒ dataΒ onΒ carbonΒ emissions.
Β
EMPLOYEES
Β
The Group engages its employees to understand all aspects of the Group's business and seeks to remunerate itsΒ employees fairly, being flexible where practicable. The Group gives full and fair consideration to applications forΒ employmentΒ receivedΒ regardlessΒ ofΒ age,Β gender,Β colour,Β ethnicity,Β disability,Β nationality,Β religiousΒ beliefs,Β transgenderΒ statusΒ orΒ sexualΒ orientation.Β TheΒ GroupΒ takesΒ accountΒ ofΒ employees'Β interestsΒ whenΒ makingΒ decisionsΒ andΒ welcomes suggestionsΒ from employeesΒ aimedΒ atΒ improvingΒ theΒ Group's performance.
Β
The Group now operates solely in Queensland, Australia where it recruits locally as many of its employees andΒ contractors asΒ practicable.
Β
SUPPLIERSΒ ANDΒ CONTRACTORS
Β
The Group recognises that the goodwill of its contractors, consultants and suppliers is important to its businessΒ success and seeks to build and maintain this goodwill through fair dealings. The Group has a prompt paymentΒ policy and seeks to settle all agreed liabilities within the terms agreed with suppliers. The Company encouragesΒ bestΒ practice fromΒ suppliersΒ andΒ contractorsΒ withΒ regards to environmentalΒ issues.
Β
HEALTHΒ ANDΒ SAFETY
Β
The Board recognises that it has a responsibility to provide strategic leadership and direction in the developmentΒ of the Group's health and safety strategy in order to protect all of its stakeholders. The Group does not have aΒ formal health and safety policy at this time. This is re-evaluated as and when the Group's nature and scale ofΒ activitiesΒ change.
Β
BREXIT
Β
The United Kingdom ceased to be a member of the EU on 31 January 2020 with an agreed exit transition period.Β TheΒ impactΒ ofΒ foreignΒ exchangeΒ fluctuationsΒ hasΒ beenΒ evident,Β andΒ theΒ threatsΒ andΒ opportunitiesΒ ofΒ 'Brexit'Β areΒ stillΒ largelyΒ unknown.Β DespiteΒ noΒ immediatelyΒ foreseeableΒ impactΒ onΒ theΒ Group,Β theΒ DirectorsΒ areΒ monitoringΒ developments.
Β
ENGAGEMENTΒ WITHΒ STAKEHOLDERS
Β
TheΒ BoardΒ ofΒ RockfireΒ isΒ proudΒ ofΒ theΒ highΒ standardΒ ofΒ corporateΒ governanceΒ itΒ hasΒ establishedΒ andΒ maintains.Β TheΒ BoardΒ makesΒ aΒ consciousΒ effortΒ toΒ understandΒ the interestsΒ andΒ expectationsΒ ofΒ theΒ Company'sΒ stakeholders,Β andΒ toΒ reflectΒ theseΒ inΒ theΒ choicesΒ itΒ makesΒ inΒ itsΒ effortΒ toΒ createΒ long-term sustainableΒ successΒ forΒ ourΒ business.
Β
Engagement with our shareholders and wider stakeholder groups, including employees, landowners, suppliers,Β contractorsΒ andΒ governmentΒ agencies,Β playsΒ aΒ centralΒ roleΒ throughoutΒ Rockfire'sΒ business.Β TheΒ BoardΒ isΒ awareΒ thatΒ each stakeholder group requires a specific and unique engagement approach in order to create and maintainΒ effective, sustainable and mutually beneficial relationships.
Β
The Board's understanding of various stakeholder interests is factored into programme planning, boardroomΒ discussions, strategy and budgets to assess potential long-term impacts of our business on each group, and howΒ weΒ might bestΒ addressΒ stakeholderΒ expectationsΒ fromΒ ourΒ business.
Β
ThroughoutΒ thisΒ AnnualΒ Report,Β weΒ provideΒ examplesΒ ofΒ howΒ we:
Β
Β· TakeΒ intoΒ account theΒ likelyΒ consequencesΒ ofΒ long-termΒ decisions;
Β· FosterΒ relationshipsΒ withΒ stakeholders;
Β· UnderstandΒ ourΒ impactΒ onΒ ourΒ localΒ communitiesΒ andΒ theΒ environment;Β and
Β· DemonstrateΒ theΒ importanceΒ ofΒ behavingΒ responsibly.
Β
This engagement with stakeholders section forms our section 172 statement and should be read in conjunctionΒ withΒ otherΒ informationΒ includedΒ inΒ thisΒ AnnualΒ Report.Β SectionΒ 172Β ofΒ theΒ CompaniesΒ ActΒ 2006Β requiresΒ theΒ DirectorsΒ to act in a way that they consider, in good faith, would most likely promote the success of the Company for theΒ benefitΒ ofΒ itsΒ membersΒ asΒ a whole,Β takingΒ intoΒ accountΒ the factorsΒ listedΒ in sectionΒ 172.
Β
The Directors continue to observe, plan for, and communicate the interests of the Company's stakeholders,Β includingΒ the impactΒ ofΒ itsΒ explorationΒ activitiesΒ onΒ localΒ communitiesΒ andΒ theΒ environment.Β ActingΒ inΒ goodΒ faithΒ and
Β
fairly between members, the Directors consider what is most likely to promote the success of the Company for itsΒ membersΒ inΒ theΒ longΒ term.
Β
TheΒ BoardΒ regularlyΒ reviewsΒ itsΒ principalΒ stakeholdersΒ andΒ howΒ itΒ engagesΒ withΒ each.Β StakeholderΒ expectationsΒ areΒ broughtΒ intoΒ theΒ boardroomΒ throughoutΒ theΒ annualΒ cycleΒ throughΒ informationΒ providedΒ byΒ managementΒ andΒ byΒ directΒ engagement with stakeholders themselves. The priority of each stakeholder group may increase or decrease,Β depending on the degree of impact any decision may have on any particular stakeholder group.Β The BoardΒ therefore seeks to consider the impact and priorities of each stakeholder group during its discussions and as partΒ ofΒ itsΒ decision making.
Β
TheΒ tableΒ belowΒ setsΒ outΒ theΒ keyΒ stakeholderΒ groups,Β theirΒ interestsΒ andΒ howΒ RockfireΒ hasΒ engagedΒ withΒ themΒ overΒ theΒ reportingΒ period.Β However,Β givenΒ theΒ importanceΒ ofΒ stakeholderΒ focus,Β long-termΒ strategyΒ andΒ reputation,Β theseΒ themes are alsoΒ discussedΒ throughout thisΒ Annual Report.
Β
Stakeholder | Their interests | How we engage |
Our investors | Β· Comprehensive review of financial performance of the business Β· Business sustainability Β· High standard of governance Β· Success of the business Β· Ethical behaviour Β· Director experience Β· Awareness of long-term strategy and direction Β· Project prospectivity Β· Improving market perception of the business | Β· Annual Report Β· Company website Β· Shareholder circulars Β· Podcasts and interviews Β· Corporate information including Company announcements and presentations Β· AGM results Β· Conference presentations Β· Stock exchange announcements Β· Press releases Β· Appointment of a public relations advisor Β· Frequent communication through briefings with management Β· Shareholder communication policy, which is renewed annually Β· Specific shareholder liaison officer on the Board (Chief Executive Officer) Β· Social media Β· One- to- one meetings with large existing or potential new shareholders |
Regulatory bodies | Β· Compliance with regulations Β· Worker pay and conditions Β· Health and safety Β· Brand reputation Β· Waste and environment Β· Insurance Β· Environmental protection | Β· Company website Β· Stock Exchange announcements Β· Annual Report Β· Regular contact with QCA, share registrar, LSE and Companies House Β· Compliance updates at Board meetings Β· Risk management policy, updated annually Β· Compliance with local regulatory requirements and industry standard principles for environmental and social risk management Β· Appointment of a nominated advisor in accordance with the AIM Rules Β· Appointment of a competent person in accordance with the AIM Rules Β· Adhere to Australian laws and regulations Β· Adoption of best practice policies recommended by the World Bank and The International Council on Mining and Metals |
Β
Stakeholder | Their interests | How we engage |
Community | Β· Sustainability Β· Human rights Β· Community outreach | Β· Philanthropy. Drilling of a water bore is offered to the landowner during each drill programme Β· Corporate responsibility is overseen by a dedicated exploration manager Β· Employment of local contractors wherever possible Β· Prompt rehabilitation of drill sites Β· Providing opportunity for local businesses to cater for our exploration programs Β· Local landowners are paid promptly Β· Landowner access and compensation agreements Β· Active communication with landowners and communities where field work is taking place Β· Adhere to Queensland Government guidelines for approaching landowner and native title holder discussion |
Environment | Β· Energy usage Β· Recycling Β· Waste management | Β· All operational waste is completely removed from site and taken to a waste and/or recycling facility Β· Detailed field operation guidelines to minimise any negative environmental impact of exploration activities Β· Obtaining environmental permits for exploration works in Australia, granted by the Queensland Government Β· Ensuring operational protocols are in place and monitoring the adherence to these protocols |
Suppliers | Β· Terms and conditions of contract Β· Procurement opportunities Β· Workers' rights Β· Supplier engagement Β· Sustainability Β· Long-term partnerships Β· Fair trading and payment terms | Β· All supplies are sourced locally where possible Β· Our suppliers and contractors have received repeat business from Rockfire, which is testimony to the fine working relationship established Β· Supplier performance is continually monitored by a dedicated exploration manager Β· All field programs, including supplier quotes are authorised by the Executive Directors prior to implementation Β· Local suppliers are paid promptly Β· Contact and feedback to suppliers is regular and personal via a dedicated exploration manager |
Contractors | Β· Terms and conditions of contract Β· Health and safety Β· Human rights and modern slavery Β· Working conditions Β· Diversity and inclusion | Β· All contractors are sourced locally where possible Β· Contractors are trained in senior first aid, paid for by Rockfire Β· On-the-job training is provided Β· Local contractors are paid promptly Β· Rockfire pays contractors standard industry rates, which are well in excess of minimum average wages Β· Communication with contractors is frequent through a dedicated exploration managerΒ |
Stakeholder | Their interests | How we engage |
Β | Β | Β· Induction for health and safety is mandatory for contractors visiting site Β· Daily safety meetings have been implemented during all field operations Β· Rockfire has a whistle-blower policy and procedure in place to ensure compliance, safety and governance Β· Code of conduct providing a framework for ethical decision making Β· Contact and feedback to contractors is regular and personal via a dedicated exploration manager Β· Anti-corruption and bribery policy |
Β
OnΒ behalfΒ ofΒ theΒ Board
Β
Β
Β
David W Price, Chief Executive OfficerΒ 28 MayΒ 2021
Β
PrincipalΒ activities
Β
The principal activities of the Group are currently exploration for gold and copper resources in Queensland,Β Australia. The Group's strategy is to explore for and, where the Directors believe that it is commercially feasible,Β develop deposits of gold and/or copper. The Company strategy includes considering opportunities for project saleΒ or joint venture at a point when any of the Group's projects becomes appropriately advanced enough to considerΒ suchΒ options.
Β
TheΒ GroupΒ currently holdsΒ sixΒ explorationΒ permitsΒ forΒ mineralsΒ (EPMs)Β inΒ Queensland,Β Australia.
Β
FinancialΒ overview
Β
The loss for the year is in line with the Directors' expectations. With funding being raised in June and July 2020,Β andΒ againΒ inΒ MayΒ 2021,Β theΒ DirectorsΒ areΒ confidentΒ thatΒ theyΒ willΒ beΒ ableΒ toΒ secureΒ additionalΒ fundingΒ whenΒ requiredΒ to do so. The Directors are also of the view that the investment sentiment in the resource sector is improving, toΒ the extent that the exploration success the Company has achieved to date should enable it to raise sufficientΒ additionalΒ exploration fundingΒ to continue its explorationΒ programmes.
Β
Further details of the Group's business, including its targets and strategies is given in the Chairman's StatementΒ andΒ the StrategicΒ Report.
Β
MajorΒ eventsΒ afterΒ theΒ reportingΒ period
Β
ForΒ informationΒ regardingΒ eventsΒ afterΒ theΒ reportingΒ date,Β seeΒ noteΒ 20Β toΒ theΒ financialΒ statements.
Β
Dividends
Β
TheΒ DirectorsΒ areΒ unableΒ toΒ recommendΒ theΒ paymentΒ ofΒ aΒ dividendΒ forΒ theΒ yearΒ endedΒ 31Β December 2020Β (2019:
Β£nil).
Β
GoingΒ concern
Β
In the current business climate, the Board acknowledges the COVID-19 pandemic and has implemented logisticalΒ andΒ organisationalΒ changesΒ toΒ underpinΒ theΒ Group'sΒ resilienceΒ toΒ COVID-19,Β withΒ theΒ keyΒ focusΒ beingΒ onΒ protectingΒ all personnel, minimising the impact on critical work streams and ensuring business continuity.Β COVID-19 mayΒ have a direct bearing on the Group's ability to generate sufficient cash for working capital purposes. The Board isΒ closelyΒ monitoringΒ commercialΒ andΒ technicalΒ aspectsΒ ofΒ theΒ Group'sΒ operationsΒ toΒ mitigateΒ theΒ impactΒ ofΒ theΒ COVID-Β 19 pandemic.Β The inability to gauge the length of such disruption further adds to this uncertainty.Β For theseΒ reasons, the generation of sufficient operating cash remains a risk.Β The Board believes the Group will generateΒ sufficientΒ workingΒ capitalΒ toΒ continueΒ inΒ operationalΒ existenceΒ andΒ willΒ haveΒ theΒ ongoingΒ supportΒ ofΒ itsΒ shareholders,Β as required, for theΒ foreseeable future.
Β
In May 2021, the Company raised gross proceeds of Β£850,000 through a placing of 121,429,200 new ordinaryΒ shares of 0.1p each. The funds raised are to be used to commence inaugural drilling at the Company's CopperΒ DomeΒ andΒ CopperheadΒ projects,Β asΒ wellΒ asΒ toΒ fundΒ ongoingΒ drillingΒ atΒ theΒ Company'sΒ PlateauΒ goldΒ deposit.
Β
Directors
Β
TheΒ DirectorsΒ inΒ officeΒ duringΒ theΒ yearΒ areΒ listedΒ below.Β TheΒ interestsΒ ofΒ theΒ DirectorsΒ inΒ theΒ sharesΒ ofΒ theΒ Company,Β andΒ shareΒ optionsΒ wereΒ asΒ follows:
Β
Β | As at 31 December 2020 Ordinary shares | As at 31 December 2019 Ordinary shares | Β As at 31 December 2020 Options | Β As at 31 December 2019 Options |
Gordon Hart | 8,823,530 | 8,823,530 | - | - |
Patrick Elliott | 8,848,490 | 2,941,176 | 6,000,000 | - |
Ian Staunton | - | - | 6,000,000 | - |
Nicholas Walley | 52,464,000 | 51,465,800 | 6,000,000 | - |
David W Price | 13,850,000 | 13,600,000 | - | 6,000,000Β |
SignificantΒ shareholdings
Β
As at 19 May 2021, being the latest practical date prior to publication of this document, the Company was awareΒ ofΒ theΒ followingΒ holdingsΒ of 3%Β or moreΒ ofΒ theΒ issuedΒ shareΒ capitalΒ ofΒ the Company:
Β
Β | Ordinary shares | % of the Company's issued share capital |
Nicholas Walley | 59,000,000 | 6.18 |
Michael Somerset-Leeke | 51,427,418 | 6.39 |
Β
Directors'Β remuneration
Β
FullΒ detailsΒ ofΒ Directors'Β emolumentsΒ areΒ setΒ outΒ inΒ noteΒ 5Β toΒ theΒ financialΒ statements.
Β
EnvironmentalΒ policy
Β
TheΒ Group'sΒ projectsΒ areΒ subjectΒ toΒ theΒ relevantΒ AustralianΒ lawsΒ andΒ regulationsΒ relatingΒ toΒ environmentalΒ matters.
Β
The Group's strategy is to explore for and, where the relevant studies indicate that it is economically viable to doΒ so, to develop mineral deposits. It is the Group's intention to conduct its exploration and investigation activities inΒ a professional and responsible manner, for the benefit of the Company's shareholders, its employees and theΒ nationalΒ andΒ localΒ communitiesΒ within whichΒ it operates.
Β
TheΒ GroupΒ aims,Β atΒ allΒ timesΒ toΒ conductΒ itsΒ operationsΒ inΒ anΒ environmentallyΒ responsibleΒ mannerΒ andΒ inΒ accordanceΒ with relevant legislation. The Group aims to adopt best practice policies as recommended by the World Bank, theΒ International Council on Mining & Metals ("ICMM") and others where the Group deems local legislation to beΒ inadequate in terms of environmental protection. The Group has in place a detailed field operations guidelinesΒ manual which covers in considerable detail the measures to be taken by field personnel to minimise any negativeΒ environmentalΒ impactΒ ofΒ current exploration activitiesΒ on theΒ environment.
Β
The Group also recognises the enormous potential of its activities for positive impact on the communities in whichΒ itΒ operatesΒ andΒ strivesΒ to optimiseΒ these positiveΒ impactsΒ asΒ farΒ asΒ possible.
Β
Directors'Β indemnities
Β
The Group has directors and officers indemnity insurance to cover its Directors and officers against the costs ofΒ defending themselves in legal proceedings taken against them in that capacity and in respect of any damagesΒ resultingΒ fromΒ thoseΒ proceedings.
Β
PoliticalΒ contributions
Β
NoΒ politicalΒ contributionsΒ haveΒ beenΒ made.
Β
Auditor
Β
AΒ resolutionΒ proposingΒ thatΒ PKFΒ LittlejohnΒ LLPΒ beΒ re-appointedΒ willΒ beΒ putΒ toΒ theΒ forthcomingΒ AnnualΒ GeneralΒ Meeting.
Β
StatementΒ ofΒ disclosureΒ toΒ auditor
Β
TheΒ DirectorsΒ whoΒ heldΒ officeΒ atΒ theΒ dateΒ ofΒ approvalΒ ofΒ thisΒ AnnualΒ ReportΒ confirmΒ that,Β soΒ farΒ asΒ theyΒ areΒ eachΒ aware,Β thereΒ isΒ noΒ relevantΒ auditΒ informationΒ ofΒ whichΒ theΒ Company'sΒ auditorΒ isΒ unawareΒ andΒ eachΒ DirectorΒ hasΒ takenΒ allΒ stepsΒ that he ought to have taken as a Director in order to make himself aware of any relevant audit information and toΒ establishΒ thatΒ theΒ Company'sΒ auditorΒ isΒ awareΒ ofΒ thatΒ information.
Β
StatementΒ ofΒ Directors'Β responsibilities
Β
TheΒ DirectorsΒ areΒ responsibleΒ forΒ preparingΒ theΒ StrategicΒ Report,Β theΒ Director'sΒ ReportΒ andΒ theΒ financialΒ statementsΒ inΒ accordance with applicableΒ lawΒ and regulations.
Β
CompanyΒ lawΒ requiresΒ theΒ DirectorsΒ toΒ prepareΒ financialΒ statementsΒ forΒ eachΒ financialΒ year.Β UnderΒ thatΒ lawΒ theΒ DirectorsΒ haveΒ preparedΒ theΒ GroupΒ andΒ CompanyΒ financialΒ statementsΒ inΒ accordanceΒ withΒ internationalΒ accountingΒ
standards in conformity with the Companies Act 2006 and, as regards the Company financial statements, asΒ appliedΒ in accordance withΒ the requirementsΒ ofΒ theΒ CompaniesΒ ActΒ 2006.
Β
Under company law the Directors must not approve the financial statements unless they are satisfied that theyΒ giveΒ aΒ trueΒ andΒ fairΒ viewΒ ofΒ theΒ stateΒ ofΒ affairsΒ ofΒ theΒ GroupΒ andΒ theΒ CompanyΒ andΒ ofΒ theΒ profitΒ orΒ lossΒ ofΒ theΒ GroupΒ andΒ CompanyΒ for that period.
Β
InΒ preparingΒ theΒ GroupΒ andΒ CompanyΒ financialΒ statements,Β theΒ DirectorsΒ areΒ requiredΒ to:
Β
Β· selectΒ suitableΒ accountingΒ policiesΒ andΒ thenΒ applyΒ themΒ consistently;
Β· makeΒ judgementsΒ andΒ accountingΒ estimatesΒ thatΒ areΒ reasonableΒ andΒ prudent;
Β· stateΒ whetherΒ theyΒ complyΒ withΒ internationalΒ accountingΒ standardsΒ inΒ conformityΒ withΒ theΒ CompaniesΒ ActΒ 2006,Β subjectΒ toΒ anyΒ materialΒ departuresΒ disclosedΒ andΒ explainedΒ inΒ theΒ financialΒ statements;
Β· prepareΒ theΒ financialΒ statementsΒ onΒ theΒ goingΒ concernΒ basisΒ unlessΒ itΒ isΒ inappropriateΒ toΒ presumeΒ thatΒ theΒ GroupΒ andΒ CompanyΒ willΒ continueΒ inΒ business.
Β
TheΒ DirectorsΒ areΒ responsibleΒ forΒ keepingΒ adequateΒ accountingΒ recordsΒ thatΒ areΒ sufficientΒ toΒ showΒ andΒ explainΒ theΒ Group'sΒ andΒ theΒ Company'sΒ transactionsΒ andΒ discloseΒ withΒ reasonableΒ accuracyΒ atΒ anyΒ timeΒ theΒ financialΒ positionΒ ofΒ theΒ GroupΒ andΒ theΒ CompanyΒ andΒ enableΒ themΒ toΒ ensureΒ thatΒ theΒ financialΒ statementsΒ complyΒ withΒ theΒ CompaniesΒ ActΒ 2006.Β TheyΒ areΒ alsoΒ responsibleΒ forΒ safeguardingΒ theΒ assetsΒ ofΒ theΒ GroupΒ andΒ theΒ CompanyΒ andΒ henceΒ forΒ takingΒ reasonableΒ stepsΒ forΒ theΒ preventionΒ andΒ detectionΒ ofΒ fraudΒ andΒ otherΒ irregularities.
Β
The Group's Annual Report will be published on the Group's website and in this regard the Directors acceptΒ responsibilityΒ for theΒ maintenanceΒ andΒ integrityΒ ofΒ the website.
Β
AnnualΒ GeneralΒ MeetingΒ andΒ recommendation
Β
TheΒ BoardΒ considersΒ thatΒ theΒ resolutionsΒ toΒ beΒ proposedΒ atΒ theΒ AnnualΒ GeneralΒ MeetingΒ areΒ inΒ theΒ bestΒ interestsΒ ofΒ theΒ CompanyΒ andΒ theΒ GroupΒ asΒ aΒ wholeΒ andΒ itsΒ unanimousΒ recommendationΒ isΒ thatΒ shareholdersΒ supportΒ theseΒ proposalsΒ asΒ theΒ DirectorsΒ intendΒ toΒ doΒ inΒ respectΒ ofΒ theirΒ ownΒ holdings.Β FurtherΒ detailsΒ regardingΒ theΒ locationΒ andΒ timingΒ ofΒ theΒ Company'sΒ forthcomingΒ AnnualΒ GeneralΒ MeetingΒ willΒ beΒ providedΒ shortly.
Β
WeΒ welcomeΒ youΒ toΒ continueΒ toΒ takeΒ theΒ journeyΒ withΒ usΒ asΒ weΒ buildΒ RockfireΒ throughΒ explorationΒ successΒ andΒ qualityΒ assetΒ acquisition.
Β
OnΒ behalfΒ ofΒ theΒ Board
Β
Β
David W Price, Chief Executive OfficerΒ 28 MayΒ 2021
Β
As Chairman of Rockfire, it is my responsibility to ensure that Rockfire has both sound corporate governance andΒ an effective Board. I do that by ensuring that the Company and the Board are acting in the best interests ofΒ shareholders, and by making sure that the Board discharges its responsibilities. This includes creating the rightΒ BoardΒ dynamicΒ andΒ ensuringΒ thatΒ allΒ importantΒ matters,Β inΒ particularΒ strategicΒ decisions,Β receiveΒ adequateΒ timeΒ andΒ attentionΒ at BoardΒ meetings.
Β
My responsibilities include leading the Board effectively, overseeing the Group's corporate governance model,Β communicatingΒ withΒ shareholdersΒ andΒ ensuringΒ thatΒ goodΒ informationΒ flowsΒ freelyΒ betweenΒ theΒ ExecutiveΒ andΒ Non-Β executive DirectorsΒ in aΒ timelyΒ manner.
Β
To the extent applicable, and to the extent able (given the current size and structure of the Company and theΒ Board), the Company has adopted the Quoted Companies Alliance Corporate Governance Code (the Code).Β Details of how the Company complies with the Code are set out below, together with the principles contained inΒ theΒ Code.
Β
InΒ lightΒ ofΒ theΒ Company'sΒ sizeΒ andΒ nature,Β theΒ BoardΒ considersΒ thatΒ theΒ currentΒ BoardΒ isΒ aΒ costΒ effectiveΒ andΒ practicalΒ method of directing and managing the Company. As the Company's activities develop in size, nature and scope,Β the size of the Board and the implementation of additional corporate governance policies and structures will beΒ reviewed.Β FurtherΒ disclosuresΒ underΒ the CodeΒ areΒ includedΒ onΒ the Company's website.
Β
PrincipleΒ 1 -Β EstablishΒ aΒ strategyΒ andΒ businessΒ modelΒ whichΒ promoteΒ long-termΒ valueΒ forΒ shareholders
Β
Rockfire is an AIM-quoted gold and copper exploration junior with projects located in northern Queensland,Β Australia.Β DrillingΒ overΒ theΒ pastΒ twoΒ yearsΒ onΒ theΒ mostΒ advancedΒ goldΒ project,Β Lighthouse,Β isΒ pointingΒ toΒ theΒ potentialΒ for a sizeable gold discovery. The Company's strategy is to identify mineral deposits which can be developed intoΒ mines to createΒ valueΒ andΒ income forΒ shareholders.
Β
Throughout 2020, the Board has delivered on its strategy to achieve growth of the Group, with highly successfulΒ explorationΒ resultsΒ at theΒ Plateau goldΒ deposit withinΒ the LighthouseΒ tenement.
Β
TheΒ CompanyΒ continuesΒ toΒ seekΒ otherΒ resourceΒ projects,Β primarily,Β butΒ notΒ exclusively,Β inΒ Australia.
Β
Principle 4 - Embed effective risk management, considering both opportunities and threats, throughoutΒ the organisation
Β
The risks facing the Company are detailed in the risk management section of the Strategic Report. The BoardΒ seeksΒ toΒ mitigateΒ suchΒ risksΒ soΒ farΒ asΒ itΒ isΒ ableΒ toΒ do,Β butΒ certainΒ importantΒ risksΒ cannotΒ beΒ controlledΒ byΒ theΒ Board.
Β
In setting and implementing the Company's strategies, the Board, having identified the risks, seeks to limit theΒ extentΒ ofΒ theΒ Company'sΒ exposureΒ to themΒ havingΒ regardΒ toΒ bothΒ itsΒ risk toleranceΒ andΒ riskΒ appetite.
Β
PrincipleΒ 5 -Β Maintain theΒ boardΒ as aΒ well-functioning,Β balancedΒ teamΒ ledΒ byΒ the chair
Β
IanΒ StauntonΒ andΒ PatrickΒ ElliotΒ areΒ consideredΒ toΒ beΒ independent.Β NicholasΒ Walley,Β asΒ aΒ significantΒ shareholder,Β isΒ notΒ considered to beΒ independent.
Β
The Company is aware that having an Executive Chairman is not in line with the recommendations made by theΒ QCA. The role of Executive Chairman has been primarily to ensure that best practice policies and procedures areΒ implementedΒ throughΒ identifyingΒ andΒ appointingΒ theΒ appropriateΒ Directors,Β ensuringΒ theΒ BoardΒ isΒ runΒ inΒ anΒ effectiveΒ manner, and assisting the Chief Executive Officer with legacy matters. There is a clear split of responsibilitiesΒ between the Executive Chairman and the Chief Executive Officer. The Board believes that the skillsets of theΒ ChairmanΒ andΒ theΒ non-independentΒ Non-executiveΒ DirectorΒ areΒ appropriateΒ andΒ beneficialΒ forΒ allΒ shareholdersΒ andΒ stakeholders.
Β
All Directors are expected to devote the necessary time commitments required by their position and are expectedΒ to attend all Board meetings. The Board convenes outside these meetings on an ad hoc basis as and when itΒ deems necessary.
Β
The Chief Executive Officer works full time for the Company. The Executive Chairman is expected to devoteΒ sufficientΒ timeΒ asΒ toΒ fulfilΒ theΒ needsΒ ofΒ theΒ Company,Β TheΒ Non-executiveΒ DirectorsΒ areΒ expectedΒ toΒ dedicateΒ upΒ toΒ 3Β days per month to the Company's affairs. The Board is satisfied that each of the Directors is able to allocateΒ sufficientΒ timeΒ toΒ the CompanyΒ toΒ discharge their responsibilitiesΒ effectively.
Β
TheΒ numberΒ ofΒ meetings ofΒ theΒ BoardΒ andΒ attendanceΒ forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2020Β areΒ setΒ outΒ below:
Β
Β | Meetings held | Meetings attended |
Gordon Hart | 19 | 18 |
Patrick Elliott | 19 | 14 |
Ian Staunton | 19 | 15 |
Nicholas Walley | 19 | 15 |
David W Price | 19 | 19 |
Β
Principle 6 - Ensure that between them the directors have the necessary up-to-date experience, skills andΒ capabilities
Β
TheΒ BoardΒ comprisesΒ theΒ ExecutiveΒ Chairman,Β GordonΒ Hart;Β theΒ ChiefΒ ExecutiveΒ Officer,Β DavidΒ WΒ Price;Β andΒ threeΒ Non-executive Directors, Ian Staunton, Patrick Elliott and Nicholas Walley. Further details on the Board can beΒ foundΒ on pageΒ 4 ofΒ thisΒ AnnualΒ Report.
Β
The Board is therefore satisfied that it has a suitable balance between independence on the one hand, and directΒ managerial and operational knowledge of the Company on the other, which ensures that no individual or groupΒ may dominate the Board's decisions. The Board is also satisfied that the Board has sufficient knowledge of theΒ Group and its operations to enable it to discharge its duties and responsibilities effectively. All Directors use theirΒ independentΒ judgementΒ to challengeΒ allΒ matters,Β whether strategic or operational.
Β
The Directors endeavour to ensure that their knowledge of best practices and regulatory developments is up toΒ dateΒ byΒ technicalΒ readingΒ andΒ attendingΒ relevantΒ seminarsΒ andΒ conferencesΒ asΒ consideredΒ necessary.Β AllΒ DirectorsΒ receive regular updates on legal and governance issues. Nicholas Walley has been attending various QCAΒ seminars on remuneration. David Price has attended various technical seminars. Gordon Hart has attendedΒ numerous webinars and conferences held by the Australian Institute of Company Directors. All Directors areΒ encouragedΒ toΒ attendΒ presentations, conferencesΒ andΒ webinarsΒ whichΒ improveΒ their skillΒ base.
Β
Rockfire has a Company Secretary whose role is to work closely with the Chairman to maintain high standards ofΒ corporate governance, ensuring that the necessary information is supplied to the Directors on a timely basis andΒ thatΒ theΒ CompanyΒ complies withΒ allΒ applicableΒ rules,Β regulationsΒ andΒ obligationsΒ governingΒ itsΒ operation.
Β
TheΒ BoardΒ hasΒ regularΒ contactΒ withΒ itsΒ advisorsΒ toΒ ensureΒ thatΒ itΒ isΒ awareΒ ofΒ changesΒ toΒ generallyΒ acceptedΒ corporateΒ governance procedures and requirements and that the Group remains compliant with applicable rules andΒ regulations.Β TheΒ Company'sΒ nominatedΒ advisorΒ supportsΒ theΒ Board'sΒ development,Β specificallyΒ providingΒ guidanceΒ onΒ corporate governance andΒ other regulatoryΒ matters,Β asΒ required.
Β
Each Director can take independent professional advice in the furtherance of his duties, if necessary, at theΒ Company's expense. In addition, the Directors have direct access to the advice and services of the CompanyΒ Secretary.
Β
NeitherΒ theΒ BoardΒ norΒ itsΒ committeesΒ haveΒ soughtΒ externalΒ adviceΒ onΒ aΒ significantΒ matter.
Β
Principle 7 - Evaluate board performance based on clear and relevant objectives, seeking continuousΒ improvement
Β
Given the current stage of the Company's development the Directors believe that the Board operates efficientlyΒ andΒ costΒ effectivelyΒ andΒ thatΒ theΒ costΒ ofΒ anΒ externalΒ reviewΒ processΒ isΒ notΒ justified.Β Nevertheless,Β itΒ isΒ intendedΒ thatΒ theΒ BoardΒ willΒ beΒ strengthenedΒ inΒ dueΒ courseΒ toΒ reflectΒ theΒ Group's progressΒ withΒ explorationΒ andΒ growth.
Β
PrincipleΒ 8 -Β PromoteΒ aΒ corporateΒ cultureΒ thatΒ isΒ basedΒ onΒ ethicalΒ valuesΒ andΒ behaviours
Β
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the GroupΒ asΒ aΒ wholeΒ andΒ thatΒ thisΒ willΒ impactΒ theΒ performanceΒ ofΒ theΒ Group.Β TheΒ BoardΒ isΒ awareΒ thatΒ theΒ toneΒ andΒ cultureΒ setΒ by the Board will greatly impact all aspects of the Group and the way that employees and other stakeholdersΒ behave. The Corporate Governance arrangements that the Board has adopted are designed to ensure that theΒ CompanyΒ deliversΒ longΒ termΒ valueΒ toΒ itsΒ shareholders,Β andΒ thatΒ shareholdersΒ haveΒ theΒ opportunityΒ toΒ expressΒ theirΒ views in a manner that encourages open dialogue with the Board. Therefore, the importance of sound ethicalΒ valuesΒ andΒ behavioursΒ isΒ crucialΒ toΒ theΒ ability ofΒ theΒ Company toΒ successfully achieveΒ its corporateΒ objectives.
Β
A large part of the Company's activities is centred upon an open and respectful dialogue with employees,Β contractors,Β clientsΒ andΒ otherΒ stakeholders.Β TheΒ BoardΒ placesΒ greatΒ importanceΒ onΒ thisΒ aspectΒ ofΒ corporateΒ lifeΒ andΒ seeksΒ toΒ ensureΒ thatΒ transparencyΒ andΒ opennessΒ areΒ evidentΒ inΒ allΒ thatΒ theΒ CompanyΒ does.Β TheΒ DirectorsΒ considerΒ that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enablingΒ positiveΒ and constructive challenge.
Β
The Board has adopted a code of conduct which provides a framework for ethical decision-making and actionsΒ across the Group. The code of conduct reiterates the Group's commitment to integrity and fair dealing in itsΒ business affairsΒ andΒ itsΒ dutyΒ ofΒ careΒ to allΒ employees, contractors andΒ stakeholders.
Β
Each Board member's adherence to the Group's code of conduct is assessed annually. Employees are assessedΒ onΒ theirΒ performanceΒ andΒ theirΒ adherenceΒ toΒ theΒ codeΒ ofΒ conductΒ throughΒ theirΒ annualΒ performanceΒ review.
Β
Principle 10 - Communicate how the company is governed and is performing by maintaining a dialogueΒ withΒ shareholdersΒ and otherΒ relevantΒ stakeholders
Β
The Board attaches great importance to providing shareholders with clear and transparent information on theΒ Company'sΒ activities,Β strategyΒ and financial position.
Β
TheΒ CompanyΒ communicatesΒ withΒ shareholdersΒ throughΒ theΒ AnnualΒ Report,Β full-yearΒ andΒ half-yearΒ announcements, the Annual General Meeting and one-to-one meetings with large existing or potential newΒ shareholders.
Β
The Company announces significant developments which are disseminated via various outlets including theΒ LondonΒ StockΒ Exchange'sΒ Regulatory NewsΒ Service (RNS).
Β
TheΒ auditΒ committeeΒ isΒ chairedΒ byΒ IanΒ StauntonΒ andΒ includesΒ PatrickΒ ElliottΒ andΒ GordonΒ Hart,Β andΒ their biographiesΒ can be found on page 4. The role of the committee is to consider and approve the interim results, and with theΒ auditors to consider the annual report and matters raised by the auditors based on their audit. So far as possibleΒ recommendations by the auditors are immediately implemented. To date, audit committee matters have beenΒ discussedΒ inΒ fullΒ BoardΒ meetings.Β AsΒ suchΒ noΒ formalΒ auditΒ committee reports haveΒ beenΒ required.
Β
The remuneration committee is chaired by Nicholas Walley and includes Patrick Elliott, and their biographies canΒ be found on page 4. The remuneration committee meets on an ad hoc basis, when required. Fees payable to theΒ Non-executiveΒ DirectorsΒ areΒ determinedΒ byΒ the Executive Directors.
Β
AdditionalΒ informationΒ suppliedΒ byΒ theΒ remunerationΒ committeeΒ hasΒ beenΒ disseminatedΒ acrossΒ thisΒ AnnualΒ Report,Β ratherΒ thanΒ included asΒ aΒ separate committeeΒ report.
Β
Β
Β
Β
Gordon Hart, ChairmanΒ 28 MayΒ 2021
Β
Β
Opinion
Β
We have audited the financial statements of Rockfire Resources Plc (the 'parent company') and its subsidiariesΒ (theΒ 'group')Β forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2020Β whichΒ compriseΒ theΒ ConsolidatedΒ StatementΒ ofΒ ComprehensiveΒ Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and ParentΒ CompanyΒ StatementsΒ ofΒ ChangesΒ inΒ Equity,Β theΒ ConsolidatedΒ andΒ ParentΒ CompanyΒ StatementsΒ ofΒ CashΒ FlowsΒ andΒ notes to the financial statements, including significant accounting policies. The financial reporting framework thatΒ has been applied in their preparation is applicable law and international accounting standards in conformity withΒ the requirements of the Companies Act 2006 and as regards the parent company financial statements, as appliedΒ inΒ accordance with the provisionsΒ of the CompaniesΒ ActΒ 2006.
Β
InΒ ourΒ opinion:
Β
Β· the financial statements give a true and fair view of the state of the group's and of the parent company'sΒ affairsΒ asΒ atΒ 31Β DecemberΒ 2020Β andΒ ofΒ theΒ group's andΒ parentΒ company's lossΒ forΒ theΒ yearΒ thenΒ ended;
Β· the group financial statements have been properly prepared in accordance with international accountingΒ standards inΒ conformity withΒ theΒ requirementsΒ ofΒ theΒ CompaniesΒ ActΒ 2006;
Β· the parent company financial statements have been properly prepared in accordance with internationalΒ accounting standards in conformity with the requirements of the Companies Act 2006 and as applied inΒ accordanceΒ with the provisions of theΒ CompaniesΒ Act 2006;Β and
Β· the financial statements have been prepared in accordance with the requirements of the Companies ActΒ 2006.
Β
BasisΒ forΒ opinion
Β
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicableΒ law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the auditΒ of the financial statements section of our report. We are independent of the group and parent company inΒ accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,Β includingΒ theΒ FRC'sΒ EthicalΒ StandardΒ asΒ appliedΒ toΒ listedΒ entities,Β andΒ weΒ haveΒ fulfilledΒ ourΒ otherΒ ethicalΒ responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained isΒ sufficientΒ and appropriate toΒ provideΒ aΒ basisΒ for ourΒ opinion.
Β
ConclusionsΒ relatingΒ toΒ goingΒ concern
Β
In auditing the financial statements, we have concluded that the director's use of the going concern basis ofΒ accountingΒ inΒ theΒ preparationΒ ofΒ theΒ financialΒ statementsΒ isΒ appropriate.Β OurΒ evaluationΒ ofΒ theΒ directors'Β assessmentΒ of the group's and parent company's ability to continue to adopt the going concern basis of accounting included aΒ review of the forecast financial informationΒ prepared by management, a review of management's assessment ofΒ goingΒ concern,Β andΒ postΒ yearΒ endΒ information,Β includingΒ contractedΒ andΒ committedΒ expenditure.
Β
Based on the work we have performed, we have not identified any material uncertainties relating to events orΒ conditions that, individually or collectively, may cast significant doubt on the group's or parent company's ability toΒ continue as a going concern for a period of at least twelve months from when the financial statements areΒ authorisedΒ forΒ issue.
Β
Our responsibilities and the responsibilities of the directors with respect to going concern are described in theΒ relevantΒ sectionsΒ of thisΒ report.
Β
OurΒ applicationΒ ofΒ materiality
Β
Materiality | Basis for materiality |
Group Β£81,000 (2019: Β£52,000) Β Company Β£61,000 (2019: Β£30,000) | 2% of gross assets Β Combination of 2% of gross assets and 5% of loss before taxΒ |
We consider gross assets to be the most significant determinant of the group's financial position andΒ performance used by shareholders, with the key financial statement balances being intangible exploration andΒ evaluation assets and cash and cash equivalents. The going concern of the group is dependent on its ability toΒ fund operations going forward, as well as on the valuation of its assets, which represent the underlying value ofΒ theΒ group.Β TheΒ basisΒ forΒ calculatingΒ materiality wasΒ unchangedΒ fromΒ theΒ prior year.
Β
Whilst materiality for the group financial statements as a whole was set at Β£81,000, materiality for the parentΒ company and significant component was set at Β£61,000 and Β£44,000 respectively. Performance materiality set atΒ 70%Β forΒ theΒ group,Β parentΒ companyΒ andΒ significantΒ componentΒ atΒ Β£56,700,Β Β£42,700Β andΒ Β£30,800Β respectively.Β WeΒ applied the concept of materiality both in planning and performing our audit, and in evaluating the effect ofΒ misstatements.
Β
We agreed with the audit committee that we would report to the committee all audit differences identified duringΒ theΒ course ofΒ ourΒ auditΒ inΒ excessΒ ofΒ Β£4,050Β forΒ the groupΒ andΒ Β£3,050 forΒ theΒ parent company.
Β
OurΒ approachΒ toΒ theΒ audit
Β
In designing our audit, we determined materiality and assessed the risk of material misstatement in the financialΒ statements.Β InΒ particular,Β weΒ lookedΒ atΒ areasΒ requiringΒ theΒ directorsΒ toΒ makeΒ subjectiveΒ judgements,Β forΒ exampleΒ inΒ respect of assessing the recoverability of exploration, evaluation and development expenditure, the valuation ofΒ share-based payments, the carrying value and recoverability of investments in subsidiaries at parent companyΒ level, and the consideration ofΒ future eventsΒ that are inherentlyΒ uncertain. WeΒ also addressed theΒ riskΒ ofΒ managementΒ overrideΒ ofΒ internalΒ controls,Β includingΒ evaluatingΒ whetherΒ thereΒ wasΒ evidenceΒ ofΒ biasΒ byΒ theΒ directorsΒ thatΒ represented a riskΒ ofΒ materialΒ misstatementΒ due to fraud.
Β
AnΒ auditΒ wasΒ performedΒ onΒ theΒ financialΒ informationΒ ofΒ theΒ group'sΒ significantΒ operatingΒ componentsΒ which,Β forΒ theΒ yearΒ ended 31Β December 2020, wereΒ locatedΒ in theΒ UnitedΒ Kingdom and Australia.
Β
KeyΒ auditΒ matters
Β
KeyΒ auditΒ mattersΒ areΒ thoseΒ mattersΒ that,Β inΒ ourΒ professionalΒ judgment,Β wereΒ ofΒ mostΒ significanceΒ inΒ ourΒ auditΒ ofΒ theΒ financialΒ statementsΒ ofΒ theΒ currentΒ periodΒ andΒ includeΒ theΒ mostΒ significantΒ assessedΒ risksΒ ofΒ materialΒ misstatementΒ (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall auditΒ strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These mattersΒ were addressed in the context of our audit of the financial statements as a whole, and in forming our opinionΒ thereon,Β and weΒ doΒ not provide aΒ separate opinionΒ on theseΒ matters.
Β
Key Audit Matter | How our scope addressed this matter |
Carrying value and appropriate capitalisation of Intangible Assets (refer Note 9) (GROUP) | Β |
The group carrying value of intangible assets in relation to capitalised exploration costs for its Australian projects is material. There is a risk that these assets have been incorrectly capitalised in accordance with the requirements of IFRS 6 and that there are indicators of impairment as at 31 December 2020. Β Particularly for early stage exploration projects, where the calculation of recoverable amount via value in use calculations is not possible, management's assessment of impairment under IFRS 6 requires significant estimation and judgement. | Our work in this area included: Β Β· Confirmation that the group has good title to the applicable exploration licences, and has fulfilled any specific conditions therein particularly having regard to minimum expenditure requirements; Β· Review and substantive testing of capitalised costs including consideration of appropriateness for capitalisation under IFRS 6; Β· Assessment of progress at the individual projects during the year and post year-end; and Β· Consideration of management's impairment reviews in light of impairment indicators identified in accordance with IFRS 6, including corroboration and challenge thereof. Β· Evaluated the disclosures included within the financial statements. |
Recoverability of investments and intragroup balances (refer Notes 11 and 12) (COMPANY) | Β |
Β
Investments in subsidiaries and intragroup loans are significant assets in the parent company's financial statements. Their recoverability is directly linked to the recoverability of intangible assets in those entities, and hence may not be fully recoverable. | Our work in this area included: Β· Confirmation of ownership of the investments; Β· Review of management's calculations of expected credit losses on the intragroup balances to ensure the rationale and accounting treatment is in accordance with IFRS 9; and Β· Consideration of recoverability of investments and intragroup loans by reference to underlying net asset values and exploration projects. |
Β
OtherΒ information
Β
The other information comprises the information included in the annual report, other than the financial statementsΒ andΒ ourΒ auditor'sΒ reportΒ thereon.Β TheΒ directorsΒ areΒ responsibleΒ forΒ theΒ otherΒ informationΒ containedΒ withinΒ theΒ annualΒ report. Our opinion on the group and parent company financial statements does not cover the other informationΒ and, except to the extent otherwise explicitly stated in our report, we do not express any form of assuranceΒ conclusionΒ thereon.Β OurΒ responsibilityΒ isΒ toΒ readΒ theΒ otherΒ informationΒ and,Β inΒ doingΒ so,Β considerΒ whetherΒ theΒ otherΒ information is materially inconsistent with the financial statements or our knowledge obtained in the course of theΒ audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparentΒ material misstatements, we are required to determine whether this gives rise to a material misstatement in theΒ financial statements themselves. If, based on the work we have performed, we conclude that there is a materialΒ misstatementΒ of this otherΒ information, weΒ areΒ required to reportΒ that fact.
Β
WeΒ haveΒ nothingΒ toΒ reportΒ inΒ thisΒ regard.
Β
OpinionsΒ onΒ otherΒ mattersΒ prescribedΒ byΒ theΒ CompaniesΒ ActΒ 2006
Β
InΒ ourΒ opinion,Β basedΒ onΒ theΒ work undertakenΒ inΒ theΒ courseΒ ofΒ theΒ audit:
Β
Β· theΒ informationΒ givenΒ inΒ theΒ strategicΒ reportΒ andΒ theΒ directors'Β reportΒ forΒ theΒ financialΒ yearΒ forΒ whichΒ theΒ financialΒ statementsΒ are preparedΒ is consistent withΒ the financialΒ statements;Β and
Β· theΒ strategicΒ reportΒ andΒ theΒ directors'Β reportΒ haveΒ beenΒ preparedΒ inΒ accordanceΒ withΒ applicableΒ legalΒ requirements.
Β
MattersΒ onΒ whichΒ weΒ are required toΒ report byΒ exception
Β
In the light of the knowledge and understanding of the group and the parent company and their environmentΒ obtained in the course of the audit, we have not identified material misstatements in the strategic report or theΒ directors'Β report.
Β
WeΒ haveΒ nothingΒ toΒ reportΒ inΒ respectΒ ofΒ theΒ followingΒ mattersΒ inΒ relationΒ toΒ whichΒ theΒ CompaniesΒ ActΒ 2006Β requiresΒ us toΒ report toΒ youΒ if,Β in our opinion:
Β
Β· adequateΒ accountingΒ recordsΒ haveΒ notΒ beenΒ keptΒ byΒ theΒ parentΒ company,Β orΒ returnsΒ adequateΒ forΒ ourΒ auditΒ have not beenΒ received fromΒ branchesΒ notΒ visited by us; or
Β· theΒ parentΒ companyΒ financialΒ statementsΒ areΒ notΒ inΒ agreementΒ withΒ theΒ accountingΒ recordsΒ andΒ returns;Β or
Β· certainΒ disclosuresΒ ofΒ directors'Β remunerationΒ specifiedΒ byΒ lawΒ areΒ notΒ made;Β or
Β· weΒ haveΒ notΒ receivedΒ allΒ theΒ informationΒ andΒ explanationsΒ weΒ requireΒ forΒ ourΒ audit.
Β
ResponsibilitiesΒ ofΒ directors
Β
AsΒ explainedΒ moreΒ fullyΒ inΒ theΒ directors'Β responsibilitiesΒ statement,Β theΒ directorsΒ areΒ responsibleΒ forΒ theΒ preparationΒ of the group and parent company financial statements and for being satisfied that they give a true and fair view,Β and for such internal control as the directors determine is necessary to enable the preparation of financialΒ statements thatΒ areΒ free fromΒ materialΒ misstatement, whetherΒ due to fraudΒ orΒ error.
Β
In preparing the group and parent company financial statements, the directors are responsible for assessing theΒ group'sΒ andΒ theΒ parentΒ company'sΒ abilityΒ toΒ continueΒ asΒ aΒ goingΒ concern,Β disclosing,Β asΒ applicable,Β mattersΒ relatedΒ toΒ goingΒ concernΒ andΒ usingΒ theΒ goingΒ concernΒ basisΒ ofΒ accountingΒ unlessΒ theΒ directorsΒ eitherΒ intendΒ toΒ liquidateΒ theΒ groupΒ orΒ the parentΒ companyΒ or toΒ ceaseΒ operations, orΒ haveΒ no realistic alternativeΒ but toΒ doΒ so.
Β
Auditor'sΒ responsibilitiesΒ forΒ theΒ auditΒ ofΒ theΒ financialΒ statements
Β
OurΒ objectivesΒ areΒ toΒ obtainΒ reasonableΒ assuranceΒ aboutΒ whetherΒ theΒ financialΒ statementsΒ asΒ aΒ wholeΒ areΒ freeΒ fromΒ material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.Β Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordanceΒ with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud orΒ errorΒ andΒ areΒ consideredΒ materialΒ if,Β individuallyΒ orΒ inΒ theΒ aggregate,Β theyΒ couldΒ reasonablyΒ beΒ expectedΒ toΒ influenceΒ theΒ economicΒ decisionsΒ of users takenΒ on theΒ basisΒ ofΒ these financialΒ statements.
Β
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design proceduresΒ in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,Β includingΒ fraud.Β TheΒ extentΒ toΒ whichΒ ourΒ proceduresΒ areΒ capableΒ ofΒ detectingΒ irregularities,Β includingΒ fraudΒ isΒ detailedΒ below:
Β· We obtained an understanding of the group and parent company and the sector in which they operate toΒ identify laws and regulations that could reasonably be expected to have a direct effect on the financialΒ statements. We obtained our understanding in this regard through discussions with management andΒ application of our cumulative audit knowledge and experience of the industry. We ensured that the auditΒ team collectively had the appropriate experience with auditing entities within this industry, facing similarΒ auditΒ andΒ businessΒ risks, andΒ of aΒ similarΒ size.
Β· WeΒ determinedΒ theΒ principalΒ lawsΒ andΒ regulationsΒ relevantΒ toΒ theΒ groupΒ andΒ parentΒ companyΒ inΒ thisΒ regardΒ toΒ be those arising from:
o AIM Rules;
o UKΒ employmentΒ law;Β and
o LocalΒ taxΒ lawsΒ andΒ regulations.
Β· WeΒ designed our auditΒ proceduresΒ toΒ ensure the auditΒ teamΒ considered whetherΒ thereΒ wereΒ anyΒ indications of non-compliance by the group and parent company with those laws and regulations. TheseΒ procedures included, but wereΒ not limitedΒ to:
o MakingΒ enquiriesΒ ofΒ management;
o AΒ reviewΒ ofΒ BoardΒ minutes;
o AΒ reviewΒ ofΒ legalΒ ledgerΒ accounts;Β and
o AΒ reviewΒ ofΒ RNSΒ announcements.
Β· As in all of our audits, we addressed the risk of fraud arising from management override of controls byΒ performing audit procedures which included, but were not limited to: the testing of journals, reviewingΒ accounting estimates for evidence of bias; and evaluating the business rationale of any significantΒ transactions that areΒ unusualΒ or outside theΒ normalΒ courseΒ ofΒ business.
Β
BecauseΒ ofΒ theΒ inherentΒ limitationsΒ ofΒ anΒ audit,Β thereΒ isΒ aΒ riskΒ thatΒ weΒ willΒ notΒ detectΒ allΒ irregularities,Β includingΒ thoseΒ leading to a material misstatement in the financial statements or non-compliance with regulation.Β This riskΒ increasesΒ theΒ moreΒ thatΒ complianceΒ withΒ aΒ lawΒ orΒ regulationΒ isΒ removedΒ fromΒ theΒ eventsΒ andΒ transactionsΒ reflectedΒ in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk isΒ alsoΒ greaterΒ regardingΒ irregularitiesΒ occurringΒ dueΒ toΒ fraudΒ ratherΒ thanΒ error,Β asΒ fraudΒ involvesΒ intentionalΒ concealment,Β forgery, collusion, omissionΒ orΒ misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the FinancialΒ Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor'sΒ report.
Β
UseΒ of ourΒ report
Β
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of theΒ Companies Act 2006.Β Our audit work has been undertaken so that we might state to the company's membersΒ thoseΒ mattersΒ weΒ areΒ requiredΒ toΒ stateΒ toΒ themΒ inΒ anΒ auditor'sΒ reportΒ andΒ forΒ noΒ otherΒ purpose.Β ToΒ theΒ fullestΒ extentΒ permittedΒ byΒ law,Β weΒ doΒ notΒ acceptΒ orΒ assumeΒ responsibilityΒ toΒ anyone,Β otherΒ thanΒ theΒ companyΒ andΒ theΒ company'sΒ membersΒ asΒ aΒ body,Β forΒ ourΒ audit work, forΒ thisΒ report,Β orΒ forΒ the opinions we haveΒ formed.
Β
Β
Β
Β
Β
DavidΒ ThompsonΒ (SeniorΒ StatutoryΒ Auditor) 15Β WestferryΒ Circus
ForΒ andΒ onΒ behalf ofΒ PKFΒ LittlejohnΒ LLP Canary Wharf
StatutoryΒ Auditor LondonΒ E14Β 4HDΒ
Β
Β
Β | Note | 2020 | Β | 2019 |
Β | Β | Β£ | Β | Β£ |
Impairment of intangible assets | Β | (12,324) | Β | (87,475) |
Administrative expenses | Β | (707,663) Β | Β | (548,067) Β |
Operating loss | 6 | (719,987) | Β | (635,542) |
Loss before taxation | Β | (719,987) | Β | (635,542) |
Taxation | 7 | - Β | Β | - Β |
Loss for the year attributable to shareholders of the Company | Β | (719,987) | Β | (635,542) |
Items that may be reclassified subsequently to profit or loss: | Β | Β | Β | Β |
Foreign exchange translation movement | Β | 50,591 Β | Β | (57,471) Β |
Total comprehensive loss attributable to shareholders of the Company | Β | (669,396) | Β | (693,013) |
Β Earnings per share attributable to shareholders of the Company | Β | Β | Β | Β |
Basic and diluted | 8 | (0.10)p | Β | (0.14)p |
Β
Β
Β
Β
TheΒ notesΒ onΒ pagesΒ 32 toΒ 46Β form partΒ ofΒ theseΒ financialΒ statements.Β
Β
Β | Note | 2020 | Β | 2019 |
Β | Β | Β£ | Β | Β£ |
Assets | Β | Β | Β | Β |
Non-current assets | Β | Β | Β | Β |
Intangible assets | 9 | 2,655,196 | Β | 1,731,760 |
Property, plant and equipment | 10 | 25,706 Β | Β | 10,371 Β |
Β | Β | 2,680,901 Β | Β | 1,742,131 Β |
Current assets | Β | Β | Β | Β |
Cash and cash equivalents | Β | 1,350,926 | Β | 763,060 |
Trade and other receivables | 12 | 39,383 Β | Β | 55,973 Β |
Β | Β | 1,390,309 Β | Β | 819,033 Β |
Total assets | Β | 4,071,211 Β | Β | 2,561,164 Β |
Equity and liabilities | Β | Β | Β | Β |
Equity attributable to shareholders of the Company | ||||
Share capital | 13 | 6,828,085 | Β | 6,625,077 |
Share premium | 14 | 16,658,354 | Β | 14,736,107 |
Other reserves | 14 | 2,295,035 | Β | 2,295,035 |
Foreign exchange reserve | 14 | (27,176) | Β | (77,767) |
Retained deficit | Β | Β (21,779,517) Β | Β | Β (21,163,812) Β |
Total equity | Β | 3,974,781 Β | Β | 2,414,640 Β |
Current liabilities | Β | Β | Β | Β |
Trade and other payables | 16 | 96,430 Β | Β | 146,524 Β |
Β | Β | 96,430 Β | Β | 146,524 Β |
Total equity and liabilities | Β | 4,071,211 Β | Β | 2,561,164 Β |
Β
Β
Β
TheΒ financialΒ statements wereΒ approvedΒ andΒ authorisedΒ forΒ issueΒ by theΒ BoardΒ onΒ 28 MayΒ 2021Β andΒ signedΒ onΒ itsΒ behalfΒ by:
Β
Β
Β
Β
DavidΒ WΒ Price,Β ChiefΒ ExecutiveΒ Officer
Β
TheΒ notesΒ onΒ pagesΒ 32 toΒ 46Β form partΒ ofΒ theseΒ financialΒ statements.
Β
CompanyΒ RegistrationΒ No.Β 07791328
Β
Β | Note | 2020 | Β | 2019 |
Β | Β | Β£ | Β | Β£ |
Assets | Β | Β | Β | Β |
Non-current assets | Β | Β | Β | Β |
Investments | 11 | 648,000 Β | Β | 648,000 Β |
Β | Β | 648,000 Β | Β | 648,000 Β |
Current assets | Β | Β | Β | Β |
Cash and cash equivalents | Β | 1,236,174 | Β | 762,480 |
Trade and other receivables | 12 | 2,566,668 Β | Β | 1,563,596 Β |
Β | Β | 3,802,842 Β | Β | 2,326,076 Β |
Total assets | Β | 4,450,842 Β | Β | 2,974,076 Β |
Equity and liabilities | Β | Β | Β | Β |
Equity attributable to shareholders of the Company | ||||
Share capital | 13 | 6,828,085 | Β | 6,625,077 |
Share premium | 14 | 16,658,354 | Β | 14,736,107 |
Other reserves | 14 | 1,801,872 | Β | 1,801,872 |
Retained deficit | Β | Β (20,888,055) Β | Β | Β (20,312,605) Β |
Total equity | Β | 4,400,256 Β | Β | 2,850,451 Β |
Current liabilities | Β | Β | Β | Β |
Trade and other payables | 16 | 50,585 Β | Β | 123,625 Β |
Β | Β | 50,585 Β | Β | 123,625 Β |
Total equity and liabilities | Β | 4,450,842 Β | Β | 2,974,076 Β |
Β
Β
AsΒ permittedΒ byΒ sectionΒ 408Β ofΒ theΒ CompaniesΒ ActΒ 2006,Β theΒ CompanyΒ hasΒ notΒ presentedΒ itsΒ ownΒ incomeΒ statement.Β TheΒ Company'sΒ totalΒ comprehensive loss forΒ theΒ periodΒ wasΒ Β£679,732Β (2019:Β lossΒ of Β£424,980).
Β
TheΒ financialΒ statements wereΒ approvedΒ andΒ authorisedΒ forΒ issueΒ by theΒ BoardΒ onΒ 28 MayΒ 2021Β andΒ signedΒ onΒ itsΒ behalfΒ by:
Β
Β
Β
Β
DavidΒ WΒ Price,Β ChiefΒ ExecutiveΒ Officer
Β
Β
Β
Β
TheΒ notesΒ onΒ pagesΒ 32 toΒ 46Β form partΒ ofΒ theseΒ financialΒ statements.Β
Β | Β Share capital | Β Share premium | Β Other reserves | Foreign exchange reserve | Β Retained deficit | Β Total equity |
Β | Β£ | Β£ | Β£ | Β£ | Β£ | Β£ |
As at 1 January 2019 | 6,369,011 | 13,458,124 | 2,295,035 | (20,296) | (20,529,205) | 1,572,669 |
Loss for the financial year | - | - | - | - | (635,542) | (635,542) |
Foreign exchange translation movement | - | - | - | (57,471) | - | (57,471) |
Total comprehensive loss | - | - | - | (57,471) | (635,542) | (693,013) |
Shares issued during the year | 256,066 | 1,392,621 | - | - | - | 1,648,687 |
Share issuance costs | - | (113,703) | - | - | - | (113,703) |
Share-based expense | - | (935) | - | - | 935 | - |
Total transactions with shareholders | 256,066 | 1,277,983 | - | - | 935 | 1,534,984 |
At 31 December 2019 | 6,625,077 | 14,736,107 | 2,295,035 | (77,767) | (21,163,812) | 2,414,640 |
As at 1 January 2020 | 6,625,077 | 14,736,107 | 2,295,035 | (77,767) | (21,163,812) | 2,414,640 |
Loss for the financial year | - | - | - | - | (719,987) | (719,987) |
Foreign exchange translation movement | - | - | - | 50,591 | - | 50,591 |
Total comprehensive loss | - | - | - | 50,591 | (719,987) | (669,396) |
Shares issued during the year | 203,008 | 2,033,400 | - | - | - | 2,236,408 |
Share issuance costs | - | (111,153) | - | - | - | (111,153) |
Share-based expense | - | - | - | - | 104,282 | 104,282 |
Total transactions with shareholders | 203,008 | 1,922,247 | - | - | 104,282 | 2,229,537 |
At 31 December 2020 | 6,828,085 | 16,658,354 | 2,295,035 | (27,176) | (21,779,517) | 3,974,781 |
Β
Β
Β
Β
TheΒ notesΒ onΒ pagesΒ 32 toΒ 46Β form partΒ ofΒ theseΒ financialΒ statements.
Β
Β | Β Share capital | Β Share premium | Β Other reserves | Retained deficit | Β Total equity |
Β | Β£ | Β£ | Β£ | Β£ | Β£ |
At 1 January 2019 | 6,369,011 | 13,458,124 | 1,801,872 | (19,888,559) | 1,740,448 |
Loss for the financial year | - | - | - | (424,981) | (424,981) |
Total comprehensive loss | - | - | - | (424,981) | (424,981) |
Shares issued during the year | 256,066 | 1,392,621 | - | - | 1,648,687 |
Share issuance cost | - | (113,703) | - | - | (113,703) |
Share-based expense | - | (935) | - | 935 | - |
Total transactions with shareholders | 256,066 | 1,277,983 | - | 935 | 1,534,984 |
As at 31 December 2019 | 6,625,077 | 14,736,107 | 1,801,872 | (20,312,605) | 2,850,451 |
As at 1 January 2020 | 6,625,077 | 14,736,107 | 1,801,872 | (20,312,605) | 2,850,451 |
Loss for the financial year | - | - | - | (679,732) | (679,732) |
Total comprehensive loss | - | - | - | (679,732) | (679,732) |
Shares issued during the year | 203,008 | 2,033,400 | - | - | 2,236,408 |
Share issuance cost | - | (111,153) | - | - | (111,153) |
Share-based expense | - | - | - | 104,282 | 104,283 |
Total transactions with shareholders | 203,008 | 1,922,247 | - | 104,282 | 2,229,537 |
At 31 December 2020 | 6,828,085 | 16,658,354 | 1,801,872 | (20,888,055) | 4,400,256 |
Β
Β
Β
Β
TheΒ notesΒ onΒ pagesΒ 32 toΒ 46Β form partΒ ofΒ theseΒ financialΒ statements.
Β
Β | 2020 | 2019 |
Β | Β£ | Β£ |
Cash flow from operating activities | Β | Β |
Loss for the year before tax | (719,987) | (635,542) |
Impairment of intangible assets | 12,324 | 87,475 |
Depreciation | 769 | 2,665 |
Expenses settled in shares | 38,000 | - |
Share-based expense | 104,282 | - |
Foreign exchange differences | (60,986) | (57,183) |
Decrease/(Increase) in trade and other receivables | 18,007 | (33,298) |
Decrease in trade and other payables | (55,802) Β | (39,744) Β |
Net cash outflow from operating activities | (663,393) Β | (675,916) Β |
Cash flow from investing activities | Β | Β |
Exploration expenditure | (817,153) | (377,568) |
Acquisition of property, plant and equipment | (18,844) Β | (13,325) Β |
Net cash used in investing activities | (835,997) Β | (390,604) Β |
Cash flow from financing activities | Β | Β |
Proceeds from issuance of ordinary shares | 2,198,409 | 1,648,687 |
Share issue costs | (111,153) Β | (113,703) Β |
Net cash generated from financing activities | 2,087,256 Β | 1,534,984 Β |
Net increase in cash and cash equivalents | 587,867 | 468,464 |
Cash and cash equivalents at the beginning of the year | 763,060 Β | 294,596 Β |
Cash and cash equivalents at the end of the year | 1,350,926 Β | 763,060 Β |
Β
Β
Β
Β
TheΒ notesΒ onΒ pagesΒ 32 toΒ 46Β form partΒ ofΒ theseΒ financialΒ statements.
Β
Β | 2020 | 2019 |
Β | Β£ | Β£ |
Cash flow from operating activities | Β | Β |
Loss for the year before tax | (679,732) | (424,981) |
Expenses settled in shares | 38,000 | - |
Share-based expense | 104,282 | - |
Expected credit losses | 180,874 | 103,962 |
Decrease/(Increase) in trade and other receivables | 19,467 | (31,613) |
Decrease in trade and other payables | (73,040) Β | (32,060) Β |
Net cash outflow from operating activities | (410,149) Β | (384,692) Β |
Cash flow from financing activities | Β | Β |
Related party loans | (1,203,413) | (669,613) |
Proceeds from issuance of ordinary shares | 2,198,409 | 1,648,687 |
Share issue costs | (111,153) Β | (113,703) Β |
Net cash generated from financing activities | 883,843 Β | 865,370 Β |
Net increase in cash and cash equivalents | 473,694 | 480,679 |
Cash and cash equivalents at the beginning of the year | 762,480 Β | 281,801 Β |
Cash and cash equivalents at the end of the year | 1,236,174 Β | 762,480 Β |
Β
Β
Β
Β
TheΒ notesΒ onΒ pagesΒ 32 toΒ 46Β form partΒ ofΒ theseΒ financialΒ statements.
Β
1 ReportingΒ entity
Β
RockfireΒ isΒ aΒ publicΒ limitedΒ company,Β quotedΒ onΒ AIMΒ andΒ isΒ incorporatedΒ andΒ domiciledΒ inΒ EnglandΒ andΒ Wales.
Β
2 AdoptionΒ ofΒ new andΒ revisedΒ standards
Β
(i) NewΒ andΒ amendedΒ standards,Β andΒ interpretationsΒ issuedΒ andΒ effectiveΒ forΒ theΒ financialΒ yearΒ beginningΒ 1Β January 2020
Β
The following new standards, amendments and interpretations are effective for the first time in these financialΒ statements.Β However, noneΒ hasΒ had aΒ materialΒ impact onΒ theΒ financialΒ statements:
Β
Β· AmendmentsΒ toΒ ReferencesΒ toΒ ConceptualΒ FrameworkΒ inΒ IFRSΒ StandardsΒ -Β effectiveΒ 1Β JanuaryΒ 2020
Β· DefinitionΒ ofΒ MaterialΒ (Amendments toΒ IASΒ 1Β andΒ IASΒ 8)Β -Β effectiveΒ 1Β JanuaryΒ 2020
Β· AmendmentΒ toΒ IFRSΒ 3Β BusinessΒ CombinationsΒ - effectiveΒ 1Β JanuaryΒ 2020
Β· AmendmentsΒ toΒ IFRSΒ 9,Β IASΒ 39Β andΒ IFRSΒ 17:Β InterestΒ RateΒ BenchmarkΒ ReformΒ -Β effectiveΒ 1Β January 2020
Β
(ii) NewΒ standards,Β amendmentsΒ andΒ interpretationsΒ inΒ issueΒ butΒ notΒ yetΒ effective
Β
At the date of approval of these financial statements, the following standards and interpretations which have notΒ been applied in these financial statements were in issue but not yet effective: (and in some cases not yet adoptedΒ by the EU):
Β
Β· AmendmentsΒ to IFRS 9,Β IASΒ 39, IFRSΒ 7,Β IFRS 4Β andΒ IFRS 16:Β InterestΒ RateΒ BenchmarkΒ ReformΒ - PhaseΒ 2Β -Β effectiveΒ 1Β JanuaryΒ 2021*
Β· AmendmentΒ toΒ IFRSΒ 3Β BusinessΒ CombinationsΒ -Β ReferenceΒ toΒ theΒ ConceptualΒ FrameworkΒ -Β effectiveΒ 1Β JanuaryΒ 2022*
Β· AmendmentsΒ toΒ IASΒ 16:Β Property,Β PlantΒ &Β EquipmentΒ -Β effectiveΒ 1Β JanuaryΒ 2022*
Β· AmendmentsΒ toΒ IASΒ 37:Β Provisions,Β ContingentΒ LiabilitiesΒ andΒ ContingentΒ AssetsΒ -Β effectiveΒ 1Β JanuaryΒ 2022*
Β· AnnualΒ ImprovementsΒ toΒ IFRSΒ StandardsΒ 2018-2020Β CycleΒ -Β effectiveΒ 1Β January 2022*
Β· Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-Β currentΒ andΒ AmendmentsΒ toΒ IASΒ 1:Β ClassificationΒ ofΒ LiabilitiesΒ asΒ CurrentΒ orΒ Non-currentΒ -Β DeferralΒ ofΒ EffectiveΒ Date -Β effective 1Β JanuaryΒ 2023*
Β
*subjectΒ toΒ EUΒ endorsement
Β
The Directors do not expect that the adoption of these standards will have a material impact on the financialΒ statementsΒ of theΒ GroupΒ orΒ CompanyΒ inΒ future periods.
Β
3 BasisΒ ofΒ preparationΒ andΒ significantΒ accountingΒ policies
Β
a) BasisΒ ofΒ preparationΒ
TheseΒ financialΒ statementsΒ haveΒ beenΒ preparedΒ inΒ accordanceΒ withΒ internationalΒ accountingΒ standardsΒ inΒ conformity with the requirements of the Companies Act 2006. The Financial statements are prepared under theΒ historicalΒ costΒ conventionΒ asΒ modifiedΒ byΒ theΒ measurementΒ ofΒ certainΒ financialΒ instruments atΒ fairΒ value.
Β
The preparation of financial statements in conformity with IFRS requires the use of certain critical accountingΒ estimates. It also requires management to exercise its judgement in the process of applying the Group's andΒ Company's accountingΒ policies.
Β
b) BasisΒ ofΒ consolidationΒ
SubsidiariesΒ areΒ entitiesΒ controlledΒ byΒ the Group.Β ControlΒ isΒ achievedΒ whenΒ theΒ GroupΒ isΒ exposed,Β orΒ hasΒ rights,Β toΒ variable returns from its involvement with the investee and has the ability to affect those returns through its powerΒ overΒ the investee. Specifically,Β the Group controlsΒ an investee if,Β andΒ onlyΒ if,Β theΒ GroupΒ has:
Β
Β· PowerΒ overΒ theΒ investeeΒ (i.e.,Β existingΒ rightsΒ thatΒ giveΒ itΒ theΒ currentΒ abilityΒ toΒ directΒ theΒ relevantΒ activitiesΒ ofΒ theΒ investee);
Β· Exposure,Β orΒ rights,Β toΒ variableΒ returnsΒ fromΒ itsΒ involvementΒ withΒ theΒ investee;Β and
Β· TheΒ ability toΒ useΒ itsΒ powerΒ overΒ theΒ investeeΒ toΒ affectΒ itsΒ returns.Β
Generally, when the Group has less than a majority of the voting or similar rights of an investee, the GroupΒ considersΒ allΒ relevantΒ factsΒ andΒ circumstancesΒ inΒ assessingΒ whetherΒ itΒ hasΒ powerΒ overΒ anΒ investee,Β including:
Β
Β· TheΒ contractualΒ arrangement(s)Β withΒ theΒ otherΒ voteΒ holdersΒ ofΒ theΒ investee;
Β· RightsΒ arisingΒ fromΒ otherΒ contractualΒ arrangements;Β and
Β· TheΒ Group'sΒ votingΒ rights andΒ potentialΒ votingΒ rights.
Β
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there areΒ changes to one or more of the three elements of control. Subsidiaries are fully consolidated from the date thatΒ control commences until the date that control ceases. Accounting policies of subsidiaries have been changedΒ where necessary to ensure consistency with the policies adopted by the Group. Intra-group balances and anyΒ unrealisedΒ gainsΒ orΒ lossesΒ orΒ incomeΒ orΒ expensesΒ arisingΒ fromΒ intra-groupΒ transactionsΒ areΒ eliminatedΒ inΒ preparingΒ theΒ GroupΒ financialΒ statements.
Β
c) FunctionalΒ andΒ presentationΒ currencyΒ
These consolidated financial statements are presented in GB pounds sterling (GBP), which is the Company'sΒ functionalΒ currency.
Β
d) GoingΒ concernΒ
The Company has prepared a cash flow forecast which supports the Directors' expectation that the Group hasΒ adequate resources to continue in operational existence for a period of not less than 12 months from the date ofΒ signing these financial statements. This cash flow forecast assumes that the exploration programmes will onlyΒ continue with additional equity funding secured by the Group. In May 2021, the Company raised gross proceedsΒ ofΒ Β£850,000Β throughΒ aΒ placingΒ ofΒ 121,429,200Β newΒ ordinaryΒ sharesΒ ofΒ 0.1pΒ each.Β AsΒ such,Β theΒ financialΒ statementsΒ haveΒ been preparedΒ assumingΒ theΒ Group andΒ CompanyΒ willΒ continueΒ asΒ a goingΒ concern.
Β
In the current business climate, the Board acknowledges the COVID-19 pandemic and has implemented logisticalΒ and organisational changes to underpin the Group's resilience to COVID-19, with the key focus being protectingΒ all personnel, minimising the impact on critical work streams and ensuring business continuity.Β COVID-19 mayΒ have a direct bearing on the Group's ability to generate sufficient cash for working capital purposes. The Board isΒ closelyΒ monitoringΒ commercialΒ andΒ technicalΒ aspectsΒ ofΒ theΒ Group'sΒ operationsΒ toΒ mitigateΒ theΒ impactΒ ofΒ theΒ COVID-Β 19 pandemic. The inability to gauge the length of such disruption further adds to this uncertainty.Β For theseΒ reasons,Β theΒ generation ofΒ sufficient operatingΒ cash remainsΒ a risk.
Β
The Directors believe the Group will generate sufficient working capital and cash flows to continue in operationalΒ existenceΒ andΒ willΒ haveΒ the ongoingΒ supportΒ ofΒ itsΒ shareholders, ifΒ required,Β forΒ theΒ foreseeableΒ future.
Β
e) BusinessΒ combinationsΒ
The Group applies the acquisition method in accounting for business combinations. The consideration transferredΒ by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assetsΒ transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of anyΒ asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.Β Assets acquiredΒ andΒ liabilitiesΒ assumed areΒ generallyΒ measured atΒ theirΒ acquisition-dateΒ fair value.
Β
f) Property,Β plantΒ andΒ equipmentΒ
ItemsΒ ofΒ property,Β plantΒ andΒ equipmentΒ areΒ statedΒ atΒ historicalΒ costΒ lessΒ accumulatedΒ depreciation.
Β
DepreciationΒ is providedΒ atΒ theΒ followingΒ annualΒ ratesΒ inΒ orderΒ toΒ writeΒ offΒ eachΒ assetΒ overΒ itsΒ estimatedΒ usefulΒ life.
Β
Β· MotorΒ vehicles - 20%Β straightΒ line
Β· OfficeΒ equipment - 25%Β straightΒ line
Β
TheΒ assets'Β residualΒ valuesΒ andΒ usefulΒ livesΒ areΒ reviewed,Β andΒ adjustedΒ ifΒ appropriate,Β atΒ eachΒ balanceΒ sheetΒ date.
Β
g) IntangibleΒ assetsΒ -Β explorationΒ costsΒ
Exploration costs comprise costs associated with the acquisition of mineral rights and mineral exploration and areΒ capitalisedΒ asΒ intangibleΒ assetsΒ pendingΒ theΒ feasibilityΒ ofΒ theΒ project.Β TheyΒ alsoΒ includeΒ certainΒ administrativeΒ costs
Β
thatΒ areΒ allocatedΒ to theΒ extentΒ thatΒ thoseΒ costsΒ canΒ beΒ relatedΒ directlyΒ toΒ explorationΒ activities.
Β
IfΒ anΒ explorationΒ projectΒ isΒ deemedΒ successfulΒ basedΒ onΒ feasibilityΒ studies,Β theΒ relatedΒ expenditureΒ isΒ transferredΒ toΒ development and production assets and amortised over the estimated useful life of the ore reserves on a unit ofΒ production basis. Where a project is abandoned or considered to be no longer economically viable, the relatedΒ costs are written off toΒ profit orΒ loss.
Β
ToΒ date,Β theΒ GroupΒ hasΒ notΒ progressedΒ toΒ theΒ developmentΒ andΒ productionΒ stageΒ inΒ anyΒ areaΒ ofΒ operation.
Β
h) ImpairmentΒ ofΒ non-financialΒ assetsΒ
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If anyΒ suchΒ indicationΒ exists,Β orΒ whenΒ annualΒ impairmentΒ testingΒ forΒ anΒ assetΒ isΒ required,Β theΒ GroupΒ estimatesΒ theΒ asset'sΒ recoverableΒ amount.Β AnΒ asset'sΒ recoverableΒ amountΒ isΒ theΒ higherΒ ofΒ anΒ asset'sΒ orΒ cash-generatingΒ unit'sΒ fairΒ valueΒ lessΒ costsΒ toΒ sellΒ andΒ itsΒ valueΒ inΒ useΒ andΒ isΒ determinedΒ forΒ anΒ individualΒ asset,Β unlessΒ theΒ assetΒ doesΒ notΒ generateΒ cashΒ inflowsΒ thatΒ areΒ largelyΒ independentΒ fromΒ thoseΒ ofΒ otherΒ assetsΒ orΒ groupsΒ ofΒ assets.Β WhereΒ theΒ carryingΒ valueΒ ofΒ anΒ assetΒ exceedsΒ itsΒ recoverableΒ amount,Β theΒ assetΒ isΒ consideredΒ impairedΒ andΒ isΒ writtenΒ downΒ toΒ itsΒ recoverableΒ amount. In assessing value in use, the estimated future cash flows are discounted to their present value using aΒ pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific toΒ theΒ asset.Β InΒ determiningΒ fairΒ valueΒ lessΒ costsΒ toΒ sell,Β anΒ appropriateΒ valuation modelΒ isΒ used.
Β
Exploration projects at an early stage of development are assessed under the following areas, in accordance withΒ theΒ criteriaΒ containedΒ withinΒ IFRSΒ 6,Β forΒ circumstances thatΒ mayΒ indicate theΒ existenceΒ ofΒ impairment:
Β
Β· TheΒ Group'sΒ rightΒ toΒ exploreΒ inΒ anΒ areaΒ hasΒ expired,Β orΒ willΒ expireΒ inΒ theΒ nearΒ futureΒ withoutΒ renewal;
Β· NoΒ furtherΒ explorationΒ orΒ evaluationΒ isΒ plannedΒ orΒ budgeted;
Β· AΒ decisionΒ hasΒ beenΒ takenΒ byΒ theΒ BoardΒ toΒ discontinueΒ explorationΒ andΒ evaluationΒ inΒ anΒ areaΒ dueΒ toΒ theΒ absenceΒ of aΒ commercialΒ levelΒ of reserves;Β or
Β· SufficientΒ dataΒ existsΒ toΒ indicateΒ thatΒ theΒ bookΒ valueΒ willΒ notΒ beΒ fullyΒ recoveredΒ fromΒ futureΒ development.
Β
ImpairmentΒ lossesΒ ofΒ continuingΒ operationsΒ areΒ recognisedΒ inΒ profitΒ orΒ lossΒ inΒ thoseΒ expenseΒ categoriesΒ consistentΒ with the function of the impaired asset. For impaired assets, an assessment is made at each reporting date as toΒ whether there is any indication that previously recognised impairment losses may no longer exist or may haveΒ decreased. If such indication exists, the Group makes a revised estimate of recoverable amount. A previouslyΒ recognised impairment loss is reversed only if there has been a change in the estimates used to determine theΒ asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amountΒ of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amountΒ that would have been determined, net of depreciation, had no impairment loss been recognised for the asset inΒ priorΒ years.
Β
i) Financial instrumentsΒ Financial assetsΒ Classification
The Group classifies its financial assets at amortised cost. Financial assets do not comprise prepayments.Β ManagementΒ determinesΒ theΒ classificationΒ ofΒ itsΒ financialΒ assetsΒ atΒ initialΒ recognition.Β TheΒ classificationΒ ofΒ financialΒ assets at initial recognition that are debt instruments depends on the financial asset's contractual cash flowΒ characteristics and the business model for managing them. In order for a financial asset to be classified andΒ measured at amortised cost it needs to give rise to cash flows that are solely payments of principal and interestΒ (SPPI)Β on the principal amountΒ outstanding.
Β
AmortisedΒ cost
Β
The Group's financial assets held at amortised cost comprise trade and other receivables and cash and cashΒ equivalents in the statement of financial position. These assets are non-derivative financial assets with fixed orΒ determinable payments that are not quoted in an active market. They arise principally through the provision ofΒ goodsΒ andΒ servicesΒ toΒ customersΒ (e.g.,Β tradeΒ receivables),Β butΒ alsoΒ incorporateΒ otherΒ typesΒ ofΒ contractualΒ monetaryΒ asset. They are initially recognised at fair value plus transaction costs that are directly attributable to theirΒ acquisition or issue and are subsequently carried at amortised cost using the effective interest method, lessΒ provisionΒ forΒ impairment.
Β
ImpairmentΒ ofΒ financialΒ assets
Β
AnΒ impairmentΒ provisionΒ isΒ recognisedΒ whenΒ thereΒ isΒ objectiveΒ evidenceΒ ofΒ aΒ defaultΒ eventΒ (e.g.,Β significantΒ financialΒ difficulties on the part of the counterparty or default or significant delay in payment) such that the Group may beΒ unable to collect all of the amounts due under the terms receivable, the amount of such a provision being theΒ difference between the net carrying amount and the present value of the future expected cash flows associatedΒ withΒ the impaired asset.
Β
ImpairmentΒ provisionsΒ forΒ tradeΒ receivablesΒ andΒ otherΒ receivablesΒ areΒ recognisedΒ basedΒ onΒ theΒ simplifiedΒ approachΒ within IFRS 9 using lifetime expected credit losses (ECLs). During this process the probability of non-payment ofΒ receivables is assessed. This probability is then multiplied by the amount of expected loss arising from the defaultΒ toΒ determine the ECL.
Β
FinancialΒ liabilities
Β
The Group classifies its financial liabilities in the category of financial liabilities at amortised cost. All financialΒ liabilities are recognised in the statement of financial position when the Group becomes a party to the contractualΒ provisionΒ ofΒ theΒ instrument.Β Trade andΒ otherΒ payables and borrowings are includedΒ in thisΒ category.
Β
Borrowings
Β
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequentlyΒ carriedΒ atΒ amortisedΒ cost.Β AnyΒ differenceΒ betweenΒ theΒ proceedsΒ (netΒ ofΒ transactionΒ costs)Β andΒ theΒ redemptionΒ valueΒ is recognised in the statement of comprehensive income over the period of the borrowings using the effectiveΒ interestΒ method.
Β
BorrowingsΒ areΒ de-Β recognisedΒ fromΒ theΒ balanceΒ sheetΒ whenΒ theΒ obligationΒ specifiedΒ inΒ theΒ contractΒ isΒ discharged,Β isΒ cancelledΒ orΒ expires.Β TheΒ differenceΒ betweenΒ theΒ carryingΒ amountΒ ofΒ aΒ financialΒ liabilityΒ thatΒ hasΒ beenΒ extinguishedΒ orΒ transferredΒ toΒ anotherΒ partyΒ andΒ theΒ considerationΒ paid,Β includingΒ anyΒ non-cashΒ assetsΒ transferredΒ orΒ liabilities assumed, is recognised inΒ profit orΒ lossΒ asΒ otherΒ operatingΒ income orΒ financeΒ costs.
Β
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement ofΒ theΒ liabilityΒ forΒ atΒ leastΒ 12Β monthsΒ after theΒ reporting period.
Β
TradeΒ andΒ otherΒ payables
Β
TradeΒ andΒ otherΒ payablesΒ areΒ initiallyΒ recognisedΒ atΒ fairΒ valueΒ andΒ subsequentlyΒ measuredΒ atΒ amortisedΒ costΒ usingΒ theΒ effectiveΒ interestΒ method.Β AccountsΒ payableΒ areΒ classifiedΒ asΒ currentΒ liabilitiesΒ ifΒ paymentΒ isΒ dueΒ withinΒ oneΒ yearΒ orΒ less.Β If not, theyΒ are presentedΒ asΒ non-currentΒ liabilities.
Β
j) ProvisionsΒ
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as aΒ resultΒ ofΒ aΒ pastΒ event,Β andΒ itΒ isΒ probableΒ thatΒ anΒ outflowΒ ofΒ economicΒ benefitΒ willΒ beΒ requiredΒ toΒ settleΒ theΒ obligation.Β If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rateΒ thatΒ reflectsΒ theΒ currentΒ marketΒ assessmentΒ ofΒ theΒ timeΒ valueΒ ofΒ moneyΒ andΒ whereΒ appropriate,Β theΒ risksΒ specificΒ toΒ theΒ liability.
Β
k) CurrentΒ andΒ deferredΒ taxΒ
TaxΒ representsΒ theΒ sumΒ ofΒ currentΒ andΒ deferredΒ tax.
Β
TaxΒ payableΒ orΒ receivableΒ isΒ basedΒ onΒ taxableΒ profitΒ orΒ lossΒ forΒ theΒ year.Β TaxableΒ profitΒ orΒ lossΒ differsΒ fromΒ accountingΒ profitΒ orΒ lossΒ asΒ reportedΒ inΒ theΒ consolidatedΒ statementΒ ofΒ comprehensiveΒ incomeΒ becauseΒ itΒ excludesΒ itemsΒ ofΒ incomeΒ orΒ expenseΒ thatΒ areΒ taxableΒ orΒ deductibleΒ inΒ otherΒ yearsΒ andΒ furtherΒ excludesΒ itemsΒ thatΒ areΒ neverΒ taxableΒ orΒ deductible.Β CurrentΒ taxΒ isΒ measuredΒ usingΒ taxΒ ratesΒ thatΒ haveΒ beenΒ enactedΒ orΒ substantivelyΒ enactedΒ byΒ theΒ reportingΒ date.
Β
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts ofΒ assetsΒ andΒ liabilitiesΒ inΒ theΒ financialΒ statementsΒ andΒ theΒ correspondingΒ taxΒ basesΒ usedΒ inΒ theΒ computationΒ ofΒ taxableΒ profitΒ andΒ isΒ accountedΒ forΒ usingΒ theΒ balanceΒ sheetΒ liabilityΒ method.Β DeferredΒ taxΒ liabilitiesΒ areΒ generallyΒ recognisedΒ for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable thatΒ futureΒ taxableΒ profitsΒ willΒ beΒ available,Β againstΒ whichΒ deductibleΒ temporaryΒ differencesΒ canΒ be utilised.
Β
l) PensionsΒ
PensionΒ costsΒ chargedΒ inΒ theΒ financialΒ statementsΒ representΒ theΒ contributionsΒ payableΒ byΒ theΒ GroupΒ duringΒ theΒ yearΒ intoΒ definedΒ contributionΒ pensionΒ schemes.
Β
m) ForeignΒ currenciesΒ
The individual financial statements of each Group entity are presented in the currency of the primary economicΒ environment in which the entity operates (its functional currency). For the purpose of the financial statements, theΒ resultsΒ andΒ financialΒ positionΒ ofΒ eachΒ entityΒ areΒ expressedΒ inΒ GBP.
Β
In preparing the financial statements of the individual entities, transactions in currencies other than the entity'sΒ functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of theΒ transactions.Β AtΒ eachΒ balanceΒ sheetΒ date,Β monetaryΒ itemsΒ denominatedΒ inΒ foreignΒ currenciesΒ areΒ retranslatedΒ atΒ theΒ ratesΒ prevailingΒ atΒ theΒ balanceΒ sheetΒ date.
Β
Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items areΒ includedΒ inΒ theΒ statementΒ ofΒ comprehensiveΒ incomeΒ forΒ theΒ period.
Β
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreignΒ operationsΒ areΒ expressedΒ inΒ GBPΒ usingΒ exchangeΒ ratesΒ prevailingΒ atΒ theΒ balanceΒ sheetΒ date.Β IncomeΒ andΒ expenseΒ itemsΒ areΒ translatedΒ atΒ theΒ averageΒ exchangeΒ ratesΒ forΒ theΒ period.Β ExchangeΒ differencesΒ arising,Β ifΒ any,Β areΒ classifiedΒ asΒ otherΒ comprehensiveΒ incomeΒ andΒ areΒ transferredΒ toΒ theΒ Group'sΒ translationΒ reserve.
Β
WhenΒ theΒ settlementΒ ofΒ aΒ monetaryΒ itemΒ receivableΒ fromΒ orΒ payableΒ toΒ aΒ foreignΒ operationΒ isΒ neitherΒ plannedΒ norΒ likelyΒ inΒ theΒ foreseeableΒ future,Β foreignΒ currencyΒ gainsΒ andΒ lossesΒ arisingΒ fromΒ suchΒ itemsΒ areΒ consideredΒ toΒ formΒ partΒ ofΒ aΒ net investment in the foreign operation and are recognised in other comprehensive income and presented in theΒ exchangeΒ reserveΒ inΒ equity.
Β
n) InvestmentsΒ
Investments held as non-current assets comprise investments in subsidiary undertakings and are stated at costΒ less anyΒ provision forΒ impairment.
Β
o) ShareΒ capitalΒ
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares areΒ recognisedΒ asΒ aΒ deductionΒ from equity, net ofΒ anyΒ tax effects.
Β
p) Share-basedΒ paymentsΒ
The Group makes equity-settled share-based payments to certain Directors and employees. Equity-settled share-Β based payments are measured at fair value at the date of grant by reference to the fair value of the equityΒ instrumentsΒ granted.
Β
The fair value determined at the grant date of equity-settled share-based payments is expensed on a straight-lineΒ basisΒ overΒ theΒ vestingΒ period,Β basedΒ onΒ theΒ Group'sΒ estimateΒ ofΒ theΒ numberΒ ofΒ instrumentsΒ thatΒ willΒ eventuallyΒ vestΒ withΒ aΒ correspondingΒ adjustmentΒ toΒ equity.Β FairΒ valueΒ isΒ measuredΒ byΒ useΒ ofΒ theΒ BlackΒ ScholesΒ model.Β TheΒ expectedΒ lifeΒ usedΒ inΒ theΒ modelΒ hasΒ beenΒ adjusted,Β basedΒ onΒ management'sΒ bestΒ estimate,Β forΒ theΒ effectΒ ofΒ non-Β transferability,Β exercise restrictions, andΒ behaviouralΒ considerations.
Β
Non-vesting and market vesting conditions are taken into account when estimating the fair value of the option atΒ grant date. Service and non-market vesting conditions are taken into account by adjusting the number of optionsΒ expectedΒ toΒ vest atΒ each reportingΒ date.
Β
q) CriticalΒ accountingΒ estimatesΒ andΒ judgementsΒ
The Group makes estimates and assumptions concerning the future. The resulting estimates will by definition,Β seldom equal the actual results. Estimates and judgements are continually evaluated and are based on historicalΒ experience and other factors, including expectations of future events that are believed to be reasonable under theΒ circumstances.Β CertainΒ amountsΒ includedΒ inΒ theΒ financialΒ statementsΒ involveΒ theΒ useΒ ofΒ judgementΒ and/orΒ estimation.Β TheseΒ judgementsΒ andΒ estimatesΒ areΒ basedΒ onΒ management'sΒ bestΒ knowledgeΒ ofΒ theΒ relevantΒ factsΒ and
Β
circumstances, but actual results may differ from the amounts included in the financial statements. The Board hasΒ considered the critical accounting estimates and assumptions used in the financial statements and concluded thatΒ the areas of judgement that have the most significant effect on the amounts recognised in the financial statementsΒ areΒ asΒ set out below.
Β
RecoverabilityΒ ofΒ deferredΒ explorationΒ costs
Β
All costs directly attributable to exploration are capitalised on a project basis, pending a decision on the economicΒ feasibility of the project. The capitalisation of such costs gives rise to an intangible asset in the consolidatedΒ statement of financial position. Exploration costs are capitalised where it is considered likely that the amount willΒ beΒ recoveredΒ byΒ futureΒ exploitation,Β saleΒ orΒ alternativelyΒ whereΒ theΒ activitiesΒ haveΒ notΒ reachedΒ aΒ stageΒ whichΒ permitsΒ a reasonable assessment of the existence of reserves. This requires management to make estimates andΒ assumptions as to the future events and circumstances, especially in relation to whether an economically viableΒ extractionΒ operationΒ canΒ beΒ established.Β SuchΒ estimatesΒ areΒ subjectΒ toΒ changeΒ andΒ shouldΒ itΒ becomeΒ apparentΒ thatΒ recoveryΒ ofΒ theΒ expenditureΒ isΒ unlikely,Β theΒ relevantΒ amountΒ isΒ writtenΒ offΒ inΒ theΒ statementΒ ofΒ comprehensiveΒ income.
Β
ReceivablesΒ fromΒ GroupΒ undertakings
Β
The Company makes assumptions when implementing the forward-looking ECL model. This model is used toΒ assess intercompanyΒ loansΒ forΒ impairment.
Β
Estimates are made regarding the credit risk and the underlying probability of default in each of the credit lossΒ scenarios.Β TheΒ scenariosΒ identifiedΒ byΒ theΒ CompanyΒ areΒ production,Β divestment,Β fire-saleΒ andΒ failure.Β TheΒ DirectorsΒ make judgements on the expected likelihood and outcome of each of the scenarios, and these expected valuesΒ areΒ applied toΒ theΒ loan balances.
Β
4 SegmentalΒ reporting
Β
The Group has one single business segment which is exploration for gold and copper resources in Australia.Β Accordingly,Β noΒ segmentalΒ analysisΒ isΒ appropriate.
Β
5 Staff costsΒ NumberΒ ofΒ employees
TheΒ monthlyΒ averageΒ numberΒ ofΒ employeesΒ (excludingΒ Directors)Β ofΒ theΒ GroupΒ duringΒ theΒ yearΒ was:
Β
Β | 2020 | 2019 |
Β | No. | No. |
Technical | 1 Β | 1 Β |
Β
Β
EmploymentΒ costsΒ (excludingΒ directors)
Β
Β | 2020 | 2019 |
Β | Β£ | Β£ |
Wages and salaries | 95,817 | 92,583 |
Post-employment benefits | 9,103 Β | 8,795 Β |
Total | 104,920 Β | 101,378 Β |
Β
Directors' emolumentsΒ 2020
Β | Β Short-term benefits | Post- employment benefits | Β Total |
Β | Β£ | Β£ | Β£ |
David W Price | 150,000 | 14,249 | 164,249 |
Gordon Hart | 85,826 | 8,334 | 94,160 |
Ian Staunton | 30,000 | - | 30,000 |
Patrick Elliott | 28,000 | - | 28,000 |
Nicholas Walley | 30,000 Β | - Β | 30,000 Β |
Total | 323,826 Β | 22,583 Β | 346,409 Β |
Β
Β
2019
Β
Β | Β Short-term benefits | Post- employment benefits | Β Total |
Β | Β£ | Β£ | Β£ |
David W Price | 124,999 | 12,107 | 137,106 |
Gordon Hart | 69,996 | 6,392 | 76,388 |
Ian Staunton | 23,533 | - | 23,533 |
Patrick Elliott | 20,000 | - | 20,000 |
Nicholas Walley | 20,000 Β | - Β | 20,000 Β |
Total | 258,528 Β | 18,499 Β | 277,027 Β |
Β
Β
TheΒ keyΒ managementΒ personnelΒ ofΒ theΒ GroupΒ areΒ consideredΒ toΒ beΒ theΒ Directors.
Β
6 OperatingΒ loss
Β
OperatingΒ lossΒ isΒ statedΒ afterΒ charging:
Β
Β | 2020 | 2019 |
Β | Β£ | Β£ |
Fees payable to the Group auditor for the audit of the Group and Company financial statements | 24,000 | 23,000 |
Fees payable to the Group auditor for the taxation services | 1,850 | 1,850 |
Impairment of intangible assets | 12,324 | 87,475 |
Β
Β
7 Taxation
Β
Β | 2020 | Β | 2019 |
Β | Β£ | Β | Β£ |
Factors affecting tax charge for the year | Β | Β | Β |
Loss on ordinary activities before taxation | (719,987) | Β | (635,542) |
Loss on ordinary activities at the UK standard rate of 19% (2019: 19%) | (136,798) | Β | (120,753) |
Β Effects of: | Β | Β | Β |
Carried forward losses | 72,634 | Β | 28,837 |
Non-deductible expenses | 22,155 Β | Β | 22,890 Β |
Losses of overseas subsidiaries to be carried forward | 42,008 Β | Β | 69,026 Β |
Current tax charge | - Β | Β | - Β |
Β
TheΒ GroupΒ hasΒ estimatedΒ UKΒ taxΒ lossesΒ ofΒ approximatelyΒ Β£4,880,000Β (2019:Β Β£4,255,000),Β andΒ AustralianΒ taxΒ lossesΒ ofΒ approximatelyΒ Β£204,000(2019:Β Β£92,000)Β availableΒ toΒ carryΒ forwardΒ againstΒ futureΒ tradingΒ profits.Β TheΒ GroupΒ hasΒ notΒ recognisedΒ aΒ deferredΒ taxΒ assetΒ onΒ any lossesΒ carriedΒ forwardΒ dueΒ toΒ theΒ uncertaintyΒ ofΒ futureΒ profits.
Β
8 EarningsΒ perΒ share
Β
Β | 2020 | Β | 2019 |
Β | Β£ | Β | Β£ |
Loss for the purpose of basic and diluted loss per share | (719,987) | Β | (635,542) |
Weighted average number of ordinary shares for the purpose of basic and diluted loss per share | Β 725,751,806 | Β | Β 463,745,676 |
Loss per share - basic (pence) | (0.10) | Β | (0.14) |
Loss per share - diluted (pence) | (0.10) Β | Β | (0.14) Β |
Β
EarningsΒ perΒ shareΒ hasΒ beenΒ calculatedΒ byΒ dividingΒ theΒ lossΒ forΒ theΒ yearΒ byΒ theΒ weightedΒ averageΒ numberΒ ofΒ ordinaryΒ sharesΒ in issue duringΒ theΒ year.
Β
DilutedΒ earningsΒ per shareΒ hasΒ beenΒ calculatedΒ byΒ dividingΒ theΒ lossΒ for theΒ year byΒ theΒ weightedΒ averageΒ numberΒ ofΒ ordinary shares inΒ issueΒ duringΒ theΒ yearΒ adjustedΒ toΒ assumeΒ conversionΒ ofΒ allΒ dilutiveΒ options/warrants.
Β
9 IntangibleΒ assets
Β
Β | Exploration costs |
Β | Β£ |
At 1 January 2019 | 1,441,666 |
Additions | 376,943 |
Impairment | (87,475) |
Foreign exchange differences | (626) Β |
At 31 December 2019 | 1,731,760 |
At 1 January 2020 | 1,731,760 |
Additions | 821,278 |
Impairment | (12,324) |
Foreign exchange differences | 114,482 Β |
At 31 December 2020 | 2,655,196 Β |
Β
Β
AsΒ atΒ 31Β DecemberΒ 2020,Β theΒ GroupΒ hadΒ futureΒ commitmentsΒ ofΒ Β£600,424Β inΒ relationΒ toΒ explorationΒ projects:
Β
Β | Β Rent | Minimum spend |
Β | Β£ | Β£ |
1 year | 23,888 | 310,311 |
Later than 1 year but no more than 5 years | 95,551 Β | 170,673 Β |
Total | 119,439 Β | 480,985 Β Β |
10 Property,Β plantΒ andΒ equipment
Β
Group | Motor vehicles | Office equipment | Exploration costs |
Β | Β£ | Β£ | Β£ |
Cost | Β | Β | Β |
At 1 January 2019 | - | - | - |
Additions | 13,325 | - | 13,325 |
Foreign exchange differences | (361) Β | - Β | (361) Β |
At 31 December 2019 | 12,964 Β | - Β | 12,964 Β |
At 1 January 2020 | 12,963 | - | 12,963 |
Additions | 15,833 | 3,011 | 18,844 |
Foreign exchange differences | 1,649 Β | 154 Β | 1,803 Β |
At 31 December 2020 | 30,445 Β | 3,165 Β | 33,610 Β |
Depreciation | Β | Β | Β |
At 1 January 2019 | - | - | - |
Charge for the year | 2,665 | - | 2,665 |
Foreign exchange differences | (71) Β | - Β | (71) Β |
At 31 December 2019 | 2,594 Β | - Β | 2,594 Β |
At 1 January 2020 | 2,593 | - | 2,593 |
Charge for the year | - | 769 | 769 |
Depreciation capitalised | 4,125 | - | 4,125 |
Foreign exchange differences | 379 Β | 38 Β | 417 Β |
At 31 December 2020 | 7,098 Β | 807 Β | 7,905 Β |
Net book value | Β | Β | Β |
At 31 December 2019 | 10,371 Β | - Β | 10,371 Β |
At 31 December 2020 | 23,348 Β | 2,358 Β | 25,706 Β |
Β
Β
11 Investments
Β
Company | 2020 | 2019 |
Β | Β£ | Β£ |
At beginning and end of the year | 648,000 Β | 648,000 Β |
Β
TheΒ Group'sΒ subsidiaryΒ undertakingsΒ atΒ 31Β DecemberΒ 2020,Β allΒ ofΒ whichΒ areΒ includedΒ inΒ theΒ consolidation,Β wereΒ asΒ follows:
Β
Β | Proportion held | Class of shareholding | Nature of business | Country of incorporation | Registered office |
Β Papua Mining Limited | Β 100% | Β Ordinary | Β Dormant | Β British Virgin Islands | c/o AA Corporate Management 13, Boulevard Princesse Charlotte, Monte Carlo, Monaco, MC98000 |
BGM Investments Pty Limited | Β 100% | Β Ordinary | Β Exploration | Β Australia | c/o WSC Group Accountants, 11/800-812 Old Illawarra Road, Menai, NSW 2234, Australia |
Β
Β
In January 2020, the directors instructed the administrators of Aries Mining Limited and Sagittarius Mining LimitedΒ to deregister the companies. The investment in both companies plus loans were written off as at 31 DecemberΒ 2020.
Β
12 TradeΒ andΒ otherΒ receivables
Β
Β | 2020 | 2019 |
Group | Β£ | Β£ |
Other receivables | 38,240 Β | 55,973 Β |
Β | Β 2020 | Β 2019 |
Company | Β£ | Β£ |
Amounts owed by Group undertakings | 2,552,123 | 1,529,585 |
Other receivables | 14,545 Β | 34,011 Β |
Total | 2,566,668 Β | 1,563,596 Β |
Β
Receivables due from Group undertakings are net of ECLs of Β£450,081 (2019: Β£274,068). Other receivablesΒ compriseΒ prepayments.
Β
13 Share capitalΒ GroupΒ andΒ Company
Issued share capital | 2020 | 2019 |
Β | No. | No. |
Ordinary shares of Β£0.001 each | 832,415,592 | 629,407,844 |
Deferred shares of Β£0.099 each | 51,215,534 | 51,215,534 |
Β | 2020 | 2019 |
Β | Β£ | Β£ |
Balance at the beginning of the year | 6,625,077 | 6,369,011 |
Shares issued during the year | 203,008 Β | 256,066 Β |
Balance at 31 December (fully paid) | 6,828,085 Β | 6,625,077 Β |
Β
IssuesΒ ofΒ ordinaryΒ shares
Β
OnΒ 10Β MarchΒ 2020,Β theΒ CompanyΒ announcedΒ thatΒ 3,530,691Β newΒ ordinaryΒ sharesΒ hadΒ beenΒ issuedΒ toΒ PatrickΒ ElliotΒ inΒ settlementΒ ofΒ Director'sΒ fees forΒ theΒ periodΒ fromΒ 26Β FebruaryΒ 2019Β toΒ 31Β DecemberΒ 2019,Β atΒ aΒ priceΒ ofΒ 0.57p.
Β
OnΒ 29Β JuneΒ 2020,Β theΒ CompanyΒ announcedΒ thatΒ itΒ completedΒ aΒ placingΒ ofΒ 117,647,100Β newΒ ordinaryΒ shares,Β raisingΒ gross proceedsΒ of Β£1,000,000.
Β
On 7 July 2020, the Company announced that 1,690,909 new ordinary shares had been issued to Patrick Elliot inΒ settlementΒ ofΒ Director's fees forΒ the periodΒ from 1Β JanuaryΒ 2020Β toΒ 30Β JuneΒ 2020, atΒ aΒ priceΒ ofΒ 0.71p.
Β
OnΒ 29Β July,Β theΒ CompanyΒ announcedΒ aΒ placingΒ ofΒ 64,620,000Β newΒ ordinaryΒ sharesΒ ofΒ 0.1pΒ each,Β raisingΒ grossΒ proceedsΒ of Β£1,050,075.
Β
FromΒ JulyΒ toΒ SeptemberΒ 2020,Β theΒ CompanyΒ issuedΒ aΒ totalΒ ofΒ 14,833,334Β newΒ ordinaryΒ sharesΒ inΒ relationΒ toΒ warrantΒ exercises.
Β
OnΒ 12Β OctoberΒ 2020,Β theΒ CompanyΒ announcedΒ thatΒ 685,714Β newΒ ordinaryΒ hadΒ beenΒ issuedΒ toΒ PatrickΒ ElliotΒ inΒ settlementΒ ofΒ Director's fees forΒ theΒ periodΒ from 1Β July 2020Β toΒ 30Β SeptemberΒ 2020,Β atΒ aΒ priceΒ ofΒ 0.875p.
Β
TheΒ GBPΒ valueΒ ofΒ fullyΒ paidΒ issuedΒ shareΒ capitalΒ includesΒ aΒ cumulativeΒ translationΒ differenceΒ ofΒ Β£925,331Β beingΒ theΒ effectΒ of the Group's historicalΒ presentational currencyΒ beingΒ US$.
Β
14 ReservesΒ ShareΒ premium
TheΒ shareΒ premiumΒ accountΒ representsΒ amountsΒ subscribedΒ forΒ shareΒ capitalΒ inΒ excessΒ ofΒ nominalΒ value,Β netΒ ofΒ directlyΒ attributableΒ issue costs.
Β
ForeignΒ currencyΒ translationΒ reserve
Β
Β
CumulativeΒ gainsΒ andΒ lossesΒ onΒ translatingΒ theΒ netΒ assetsΒ ofΒ overseasΒ operationsΒ toΒ theΒ presentationΒ currency.
Β
OtherΒ reserves
Β
RepresentsΒ theΒ reserveΒ arisingΒ fromΒ aΒ shareΒ forΒ shareΒ exchangeΒ asΒ partΒ ofΒ aΒ groupΒ reorganisationΒ inΒ 2011.
Β
15 ShareΒ optionsΒ andΒ warrants
Β
ShareΒ optionsΒ
Β | 2020 | Β | 2019 | Β |
Β | Β Β Β Options | Weighted average exercise price | Β Β Β Options | Weighted average exercise price |
Β | No. | Β£ | No. | Β£ |
Outstanding at 1 January | 9,000,000 | 0.02 | 15,620,421 | 0.02 |
Granted during the year | 18,000,000 | 0.02 | - | - |
Lapsed during the year | Β (9,000,000) Β | 0.02 Β | Β (6,620,421) Β | 0.02 Β |
Outstanding at 31 December | Β 18,000,000 Β | 0.02 Β | 9,000,000 Β | 0.02 Β |
Exercisable at 31 December | 18,000,000 Β | 0.02 Β | 9,000,000 Β | 0.02 Β |
Β
The weighted average life of the outstanding and exercisable options was 2 years and 163 days effective from 31Β DecemberΒ 2020.
Β
On 12 June 2020, 18,000,000 options to subscribe for new ordinary shares in the Company were granted to Non-Β executiveΒ Directors.Β TheΒ options areΒ exercisableΒ atΒ Β£0.02Β forΒ threeΒ years fromΒ theΒ dateΒ of grant.
Β
TheΒ fairΒ valuesΒ ofΒ theΒ optionsΒ grantedΒ duringΒ theΒ yearΒ wereΒ calculatedΒ usingΒ theΒ BlackΒ ScholesΒ ModelΒ withΒ theΒ followingΒ assumptions:
Risk free interest rate | 0.0008% |
Expected volatility | 153.42% |
Expected dividend yield | 0.00% |
Life of the option | 1.5 years |
Share price at measurement date | Β£0.0108 |
Β
Β£104,282 has been recognised as a share-basedΒ expense in the Statement of Comprehensive Income related toΒ the grantΒ of shareΒ options.
Β
ShareΒ optionsΒ heldΒ byΒ DirectorsΒ wereΒ as follows:
Β
Β | 2020 | 2019 |
Β | No. | No. |
David W Price | - | 6,000,000 |
Ian Staunton | 6,000,000 | - |
Patrick Elliot | 6,000,000 | - |
Nicholas Walley | 6,000,000 | - |
Β
Β
Warrants | 2020 | Β | 2019 | Β |
Β | Β Β Β Warrants | Weighted average exercise price | Β Β Β Warrants | Weighted average exercise price |
Β | No. | Β£ | No. | Β£ |
Outstanding at 1 January | 103,968,628 | 0.013 | 150,063,479 | 0.023 |
Granted during the year | - | - | 177,823,529 | 0.012 |
Lapsed during the year | (58,235,295) | 0.015 | (150,063,479) | 0.023 |
Exercised during the year | (14,833,334) Β | 0.010 Β | Β (76,854,901) Β | 0.010 Β |
Outstanding and exercisable at 31 December | 30,899,999
| 0.010
| 100,968,628 Β | 0.013 |
Β
TheΒ weightedΒ averageΒ lifeΒ ofΒ theΒ outstandingΒ andΒ exercisableΒ warrantsΒ wasΒ 1Β yearΒ andΒ 279Β daysΒ effectiveΒ fromΒ 31Β DecemberΒ 2020.
Β
16 TradeΒ andΒ otherΒ payables
Β
Β | 2020 | 2019 |
Group | Β£ | Β£ |
Trade payables | 31,040 | 1,933 |
Other payables | 26,390 | 91,597 |
Accruals | 39,000 Β | 52,994 Β |
Total | 96,430 Β | 146,524 Β |
Β | Β 2020 | Β 2019 |
Company | Β£ | Β£ |
Trade payables | 9,928 | 1,548 |
Other payables | 1,658 | 79,077 |
Accruals | 39,000 Β | 43,000 Β |
Total | 50,586 Β | 123,625 Β |
Β
17 FinancialΒ instruments
Β
In common with other businesses, the Group is exposed to risks that arise from its use of financial instruments.Β ThisΒ noteΒ describesΒ theΒ Group'sΒ objectives,Β policiesΒ andΒ processesΒ forΒ managingΒ thoseΒ risksΒ andΒ theΒ methodsΒ usedΒ to measure them. Further quantitative information in respect of these risks is presented throughout these financialΒ statements.
Β
TheΒ significantΒ accountingΒ policiesΒ regardingΒ financialΒ instrumentsΒ areΒ disclosedΒ inΒ noteΒ 3.
Β
The Group does not have any derivative products or any long-term borrowings. The Group is not exposed toΒ interest-bearingΒ indebtedness.Β TheΒ explorationΒ activitiesΒ ofΒ theΒ GroupΒ areΒ financedΒ byΒ theΒ proceedsΒ ofΒ shareΒ issues.
Β
PrincipalΒ financialΒ instrumentsΒ
TheΒ principalΒ financialΒ instrumentsΒ usedΒ byΒ theΒ Group,Β fromΒ whichΒ financialΒ instrumentΒ riskΒ arises,Β areΒ asΒ follows:
Β
Β | 2020 | 2019 |
Group | Β£ | Β£ |
Financial assets | Β | Β |
Cash and cash equivalents | 1,350,926 | 763,060 |
Trade and other receivables | - Β | 72 Β |
Total | 1,350,926 Β | 763,132 Β |
Financial liabilities | Β | Β |
Trade payables | 31,040 | 1,933 |
Other payables | 55,255 Β | 128,443 Β |
Total | 86,295 Β | 130,376 Β |
Company | Β | Β |
Financial assets | Β | Β |
Cash and cash equivalents | 1,236,174 | 762,480 |
Trade and other receivables | 3,002,580 Β | 1,529,585 Β |
Total | 4,238,754 Β | 2,292,065 Β |
Financial liabilities | Β | Β |
Trade payables | 9,932 | 1,548 |
Other payables | 38,269 Β | 111,781 Β |
Total | 48,201 Β | 113,329 Β |
Β
TheΒ DirectorsΒ considerΒ thatΒ theΒ fairΒ valueΒ ofΒ theΒ aboveΒ financialΒ instrumentsΒ isΒ equalΒ toΒ theΒ carryingΒ values.Β
Β
The Directors have overall responsibility for the determination of the Group's risk management objectives andΒ policies. The Board regularly reviews the effectiveness of the processes put in place and the appropriateness ofΒ theΒ objectivesΒ andΒ policiesΒ itΒ sets.
Β
The overall objective of the Directors is to set policies that reduce risk as far as possible without unduly affectingΒ theΒ Group'sΒ competitivenessΒ and flexibility.
Β
CreditΒ risk
Β
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails toΒ meetΒ itsΒ contractual obligations.
Β
TheΒ carryingΒ amountΒ ofΒ financialΒ assetsΒ representsΒ theΒ maximumΒ creditΒ exposure.Β TheΒ maximumΒ exposureΒ toΒ creditΒ riskΒ at the reporting date wasΒ asΒ follows:
Β
Β | 2020 | 2019 |
Group | Β£ | Β£ |
Financial assets | Β | Β |
Cash and cash equivalents | 1,350,926 | 763,060 |
Trade and other receivables | - Β | 72 Β |
Total | 1,350,926 Β | 763,132 Β |
Company | Β | Β |
Financial assets | Β | Β |
Cash and cash equivalents | 1,236,174 | 762,480 |
Trade and other receivables | 3,002,580 Β | 1,529,585 Β |
Total | 4,238,754 Β | 2,292,065 Β |
Β
LiquidityΒ risk
Β
LiquidityΒ riskΒ relatesΒ toΒ theΒ abilityΒ ofΒ theΒ GroupΒ toΒ meetΒ futureΒ obligationsΒ andΒ financialΒ liabilities.Β ToΒ dateΒ theΒ GroupΒ has relied upon shareholder funding of its activities. Future exploration and development activities is dependentΒ uponΒ theΒ Group's abilityΒ toΒ obtainΒ furtherΒ financingΒ through equity financingΒ or otherΒ means.
Β
TheΒ followingΒ tableΒ showsΒ theΒ Group'sΒ financialΒ liabilities:
Β
Β | 2020 | 2019 |
Group | Β£ | Β£ |
Financial liabilities | Β | Β |
Trade payables | 31,040 | 1,933 |
Other payables | 55,255 Β | 128,443 Β |
Total | 83,295 Β | 130,376 Β |
Company | Β | Β |
Financial liabilities | Β | Β |
Trade payables | 9,932 | 1,548 |
Other payables | 38,269 Β | 111,781 Β |
Total | 48,201 Β | 113,329 Β |
Β
The financial statements have been prepared on a going concern basis and note 3(d) provides further informationΒ inΒ thisΒ regard.
Β
ForeignΒ currencyΒ risk
Β
Foreign currency risk refers to the risk that the value of a financial commitment, recognised asset or liability willΒ fluctuateΒ dueΒ toΒ changesΒ inΒ foreignΒ currencyΒ rates.
Β
The Group operates primarily in Australia. Transactions are substantially denominated in Australian dollars (AUD)Β and GBP. As such the Group is exposed to transaction foreign exchange risk. The mix of currencies and terms ofΒ trade withΒ itsΒ suppliersΒ areΒ suchΒ thatΒ theΒ DirectorsΒ believeΒ thatΒ theΒ Group'sΒ exposureΒ isΒ minimalΒ andΒ consequently
Β
they have not, to date, specifically sought to hedge that exposure. Most of the Group's funds are in GBP with onlyΒ sufficientΒ fundsΒ heldΒ overseasΒ toΒ meetΒ localΒ costs.Β TheΒ GroupΒ andΒ Company'sΒ netΒ exposureΒ toΒ foreignΒ currencyΒ riskΒ atΒ theΒ reportingΒ date isΒ asΒ follows:
Β
Group | Company | |||
Net foreign currency financial (liabilities)/assets | Year ended 31 December 2020 | Year ended 31 December 2019 | Year ended 31 December 2020 | Year ended 31 December 2019 |
Β | Β£ | Β£ | Β£ | Β£ |
AUD | 93,775 Β | (9,799) Β | 364 Β | - Β |
Β
SensitivityΒ analysis
Β
TheΒ followingΒ tableΒ detailsΒ theΒ impactΒ ofΒ changesΒ inΒ foreignΒ exchangeΒ ratesΒ onΒ financialΒ assetsΒ andΒ liabilitiesΒ atΒ theΒ balance sheet date, illustrating the (decrease)/increase in Group operating result caused by a 10 per centΒ strengthening of GBP compared to the year-end spot rate. The analysis assumes that all other variables remainΒ constant.
Β
Β | Profit or loss | Β | Equity | |
Net foreign currency financial (liabilities)/assets | Year ended 31 December 2020 | Year ended 31 December 2019 | Year ended 31 December 2020 | Year ended 31 December 2019 |
Β | Β£ | Β£ | Β£ | Β£ |
AUD | (9,377) Β | 980 Β | (9,377) Β | 980 Β |
Β
CommodityΒ priceΒ risk
Β
Commodity price risk is the risk that the Group's future earnings will be adversely impacted by changes in theΒ marketΒ pricesΒ ofΒ commodities.Β TheΒ GroupΒ isΒ notΒ currentlyΒ exposedΒ toΒ commodityΒ priceΒ riskΒ butΒ futureΒ revenuesΒ willΒ beΒ determinedΒ byΒ reference toΒ market commodityΒ prices.
Β
CapitalΒ management
Β
The Group's objectives when managing capital is to maintain its ability to continue as a going concern in order toΒ provideΒ returnsΒ forΒ shareholdersΒ andΒ benefitsΒ forΒ otherΒ stakeholdersΒ andΒ toΒ ensureΒ sufficientΒ resourcesΒ areΒ availableΒ to meet day to day operating requirements. The Group defines capital as 'equity' and 'cash' as shown in theΒ consolidatedΒ statementΒ ofΒ financialΒ position.Β AsΒ atΒ 31Β DecemberΒ 2020Β theΒ GroupΒ heldΒ equityΒ andΒ cashΒ balancesΒ of
Β£3,974,781 and Β£1,350,926 (2019: Β£2,414,640 and Β£763,060), respectively. The Board takes full responsibility forΒ managingΒ theΒ Group'sΒ capitalΒ andΒ doesΒ soΒ through BoardΒ meetingsΒ andΒ reviewsΒ ofΒ financialΒ information.
Β
The Group's policy is to invest its cash in deposits with high credit worthy financial institutions with short termΒ maturity.
Β
18 RelatedΒ partyΒ transactions
Β
DuringΒ theΒ year,Β theΒ CompanyΒ advancedΒ fundsΒ toΒ BGMΒ InvestmentsΒ PtyΒ LtdΒ totallingΒ Β£1,203,413Β (2019:Β Β£665,472).Β TheΒ loanΒ isΒ repayableΒ inΒ GBPΒ onΒ demandΒ andΒ asΒ atΒ 31Β DecemberΒ 2020Β Β£3,002,924Β wasΒ outstanding.Β AΒ cumulativeΒ expectedΒ creditΒ loss ("ECL")Β ofΒ Β£450,801Β has beenΒ recognised atΒ theΒ year-end inΒ respect ofΒ theΒ loan.
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The Company also settled local management expenses on behalf of Papua Mining Limited amounting to Β£3,803Β and BGM Investments Pty Limited settled local management expenses on behalf of Aries Mining Limited andΒ Sagittarius Mining LimitedΒ amounting to Β£10,750.
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RockfireΒ alsoΒ madeΒ paymentsΒ totallingΒ Β£4,155Β toΒ HellenicΒ MineralsΒ IKE,Β aΒ companyΒ associatedΒ withΒ Rockfire'sΒ CEO.Β HellenicΒ MineralsΒ IKEΒ isΒ researchingΒ potentialΒ miningΒ projectsΒ forΒ acquisitionΒ onΒ behalfΒ ofΒ Rockfire.Β Rockfire'sΒ CEOΒ is not a shareholder in Hellenic Minerals IKE but has an outcomes-based agreement with the owners of theΒ company.
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19 SubsequentΒ events
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In February 2021, the Company issued 1,152,862 new ordinary shares to Patrick Elliott in settlement of Director'sΒ fees.
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In February 2021, it was announced that the Company granted a total of 36,000,000 options to subscribe forΒ ordinaryΒ sharesΒ in theΒ CompanyΒ toΒ certainΒ DirectorsΒ and employees.
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In March 2021, the Company instructed the administrators of Papua Mining Limited to deregister the company asΒ it is a dormant company within the Group and is of no value to the Group going forward. When deregistered theΒ GroupΒ corporate structure willΒ haveΒ been simplified.
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InΒ MayΒ 2021,Β theΒ CompanyΒ issuedΒ 121,429,200Β newΒ ordinaryΒ sharesΒ toΒ raiseΒ Β£850,000Β toΒ fundΒ inauguralΒ drillingΒ atΒ CopperheadΒ andΒ Copper DomeΒ andΒ exploration RCΒ drillingΒ close toΒ theΒ resourceΒ at Plateau.
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