TIDMURAH
RNS Number : 7705J
URA Holdings PLC
29 April 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK
LAW PURSUANT TO THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS (SI
2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
29 April 2022
URA Holdings plc
("URA" or the "Company")
HIGHLIGHTS
-- Corporate reconstruction completed
-- Acquisition of Zambian exploration licences for rare earths and graphite
-- Raising GBP1.05 million gross and listing on Standard List of London Stock Exchanges
-- Acquisition of Gravelotte emerald mine in South Africa
The Directors of URA are pleased to present the audited
financial statements of URA Holdings plc for the year ended 31
December 2021.
URA Holdings plc (LSE: URAH), the mineral exploration group
listed on the Standard List segment of the main market of the
London Stock Exchange announces its audited financial statements
for the year ended 31 December 2021. The full report is available
on the Company's website at www.uraholdingsplc.co.uk . In
accordance with Listing Rule 9.6.1 of the UK Financial Conduct
Authority ("FCA"), a copy of the 2021 Annual Report will also be
submitted to the FCA via the National Storage Mechanism and will
shortly be available to the public for inspection at:
ttps://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
Chairman's Statement
During the year ended 31 December 2021, the Company was mainly
engaged in bringing to fruition the acquisition of Malaika
Exploration Limited ("Malaika") and to trading on the Main Market
of the London Stock Exchange. The acquisition of Malaika, which
holds two exploration licenses in eastern Zambia, was completed on
2 March 2022 and GBP1.05 million gross was raised at GBP0.02p per
share to fund the first phase of development, Having raised
GBP250,000 in August 2021 at GBP0.013 per share to finance the
costs of the acquisition and admission, the Company then raised
GBP1.05 million gross, at GBP0.02 per share, in new equity capital
at admission to fund the first phase of exploration. Very quickly
after our listing, the opportunity arose to acquire, on
exceptionally good terms, the Gravelotte emerald mine in South
Africa, an operation which was historically a major producer of
emeralds. We were able to move swiftly to complete due diligence
and we announced its conditional acquisition on 24 March 2022.
The acquisitions and fundraising took place after the end of the
period under review, and it is of course my first responsibility to
comment on what took place during that period.
During the year under review, the Company made a pre-tax loss of
GBP 289 ,000 which arose as a result of the disposal of the
Company's investment in Ananda Developments plc to the Company's
shareholders and the large legal and professional fees resulting
from the Malaika acquisition. Administration costs were higher than
in the previous year due to the costs incurred in the
reorganisation of the share capital, the acquisition and the
listing; however, these costs were materially lower than usual for
such transactions thanks in large part to the efficiency and
economical working of our professional advisory team.
Net assets of the Company were GBP 54 ,000 at the year end. Due
to the two recent acquisitions made by the Company, the net assets
as at 31 March 2022 were GBP911,017. We expect this to increase
once accounts have been readjusted to account for the acquisition
of the Gravelotte emerald mine.
Throughout the period in question, the Company was in fact a
small unquoted cash shell. The then directors' prime objectives
were to reorganise the Company's capital structure so as to enable
the raising of funds at a practical share price and secure an
acquisition that would restore value to the Company and admission
to a London listing. The acquisition was agreed in principle
relatively early in the period under review, but completion was
held up largely due to delays resulting from the Covid-19 pandemic.
However, that is now behind us, and we are now in a position to
take the projects through the first phase of development and
towards a profitable future.
To give some further detail on what the Company has acquired,
the two licences owned by Malaika border each other and cover a
1,284 sq.km area in the North Eastern region of Zambia and hold, we
believe, promising quantities of coltan, graphite, lithium, niobium
and other Rare Earth Elements (REEs). It is our intention to
explore further across these license areas to establish the extent
of the resource.
Subsequent to the year end, we have made a further acquisition
(conditional upon Ministerial Consent by the South African Minister
for Mines), of G.E.M Venus (Proprietary) Limited which owns the
Gravelotte emerald mine in the Limpopo region of South Africa.
Although it has not been operational for many years, the mine, over
its lifetime, produced a total of 113 million carats of emeralds.
Without going into the historic factors which led to its ceasing to
produce, we believe it continues to have commercially significant
quantities of exploitable emeralds and the vendors, from whom we
have conditionally acquired it, had done considerable work
preparing to return it to production. The vendor company had,
however, moved in a completely new direction both geographically
and in terms of minerals being developed and decided that it was
necessary to dispose of their extraneous interest in emeralds. Our
own strategy is to seek value opportunities in the mineral sector
with a focus on southern Africa, looking for situations which
potentially offer rapid prospects of value creation. We believe the
Gravelotte mine falls firmly into this category.
Overall, we consider that we have made an excellent start to
this process, and it only remains for me to thank the team,
including our professional directors and former directors, who have
brought us to the Market and provided the prospects, we hope, for a
profitable future for shareholders.
Edward Nealon
Chairman
Strategic Report
The Directors present their Strategic Report for the year ended
31 December 2021.
Principal Activities
Throughout the period under review, the Company was a cash
shell. The principal activity of the Company during that period was
to seek an acquisition or investment that could create significant
value for shareholders in the form of capital growth and/or
dividends.
The Company's strategy during the reporting period was to:
-- Generate substantial shareholder value by seeking an
attractive investment, achieving an IPO or reverse takeover (RTO)
acquisition
-- Minimize the Company's and shareholders' value risk exposure.
Since the end of the period under review, the Company has
completed such an acquisition and conditionally completed a further
acquisition. Details of these acquisitions and of a consequent
change in the Company's activities will be found under the section
headed "Post Balance Sheet Events" below.
Review of Business and Development in the Year
A review of the period's activities and future prospects is
contained in the Chairman's Statement.
Financial and Performance Review
The Company did not have any income producing assets during the
period under review.
The results for the Company are set out in detail in the
financial statements. The Company reports a loss of GBP 289 ,000
for the year ended 31 December 2021 (2020: loss GBP 173, 000).
Key Performance Indicators
The usual financial key performance indicators do not apply to a
company with no revenue. The Company's primary financial key
performance indicator ('KPI') at this stage of its development is
the monitoring of its cash balances. The Company's cash at 31
December 2021 was GBP 99 ,000 (2020: GBP45,000). The critical
non-financial KPI during the period was the ability of the Company
to complete an acquisition or achieve an IPO.
Risk & Uncertainties
The Board regularly reviews the risks to which the Company is
exposed and ensures through its meetings and regular reporting that
these risks are minimised as far as possible.
Principal risks and uncertainties facing the Company during the
period under review included but were not limited to:
-- Raising sufficient new equity to enable the Company to become
requoted on a public market.
-- Management of its cash resources to ensure it had the ability
to consider an RTO acquisition strategy.
-- The ability of the Board to complete any proposed RTO acquisition.
Promotion of the Company for the benefit of the members as a
whole
The Directors believe they have acted in the way most likely to
promote the success of the Company for the benefit of its members
as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
-- Consider the likely consequences of any decision in the long term;
-- Act fairly between members of the Company;
-- Maintain a reputation for high standards of business conduct;
-- Consider the interest of the Company's employees;
-- Foster the Company's relationships with suppliers, customers and others; and
-- Consider the impact of the Company's operations on the community and the environment.
The Company has sought to act in a way that upholds these
principles. The Directors believe that the application of s172
requirements can be demonstrated in relation to some of the key
decisions made and actions taken during the year.
Category How the Directors have engaged Impact of action
Shareholders The Directors have communicated The Company has received
and investors regularly with its shareholders positive feedback
and investors via public from shareholders
announcements and the publication and is now listed
of a prospectus. on the Standard List
The Directors have also and is trading on
since the end of the period the Main Market of
under review achieved the the London Stock Exchange
relisting of the Company. .
----------------------------------- ---------------------------
Suppliers The Company has focused Relationships have
on developing long term been maintained with
and mutually beneficial all suppliers in place
relationships with its suppliers. at the beginning of
the period.
----------------------------------- ---------------------------
Employees Whilst the Company is small, There was no change
it makes sure that it works in employed personnel
closely with its employees during the period.
and Directors, keeping them
all closely and regularly
informed of all developments
at the Company.
----------------------------------- ---------------------------
Environment As a 'shell' company, URA
had a negligible carbon
footprint during the period
owing to its Directors and
Officers working remotely.
----------------------------------- ---------------------------
The Company has, since the end of the period under review,
ceased to be a cash shell and is now a quoted early-stage mining
company. Its members will be fully aware, through detailed
announcements, shareholder meetings and financial communications,
of the Board's broad and specific intentions and the rationale for
its decisions. The Company pays its employees and creditors
promptly and keeps its costs to a minimum to protect shareholders
funds. When selecting investments, issues such as the impact on the
community and the environment have actively been taken into
consideration.
Use of financial instruments
The Company's financial risk management objectives are to
minimise its liabilities, to fund its activities through equity
financing and to ensure the Company has sufficient working capital
to pursue its corporate strategic objectives.
Edward Nealon
Chairman
Date: 28 April 2022
Directors' Report
The Directors present their Directors' Report together with the
audited financial statements of URA Holdings Plc (the "Company" or
"URA"). A commentary on the business for the year is included in
the Chairman's Statement on page 3 . A review of the business is
also included in the Strategic Report on page 5 .
The shareholdings of the Directors who held office throughout
the period and at the date of publication are as follows as at the
end of the period:
Name Number of Ordinary Percentage of share
Shares capital
-------------------------- ------------------- --------------------
Ed Nealon 384,615 1.31%
Sam Mulligan - 0%
Charles Morgan (retired) 1,106,837 3.77%
Peter Redmond 1,051,281 3.58%
Colin Weinberg (retired) 1,347,000 4.58%
Jeremy Sturgess-Smith
(retired) 940,170 3.20%
The shareholdings of the Directors who held office throughout
the period and at the date of publication, 29 April 2022, are as
follows:
Name Number of Ordinary Percentage of share
Shares capital
-------------------------- ------------------- --------------------
Ed Nealon 35,384,615 24.73%
Sam Mulligan 30,300,000 21.36%
Charles Morgan (retired) 1,106,837 0.78%
Peter Redmond 1,051,281 0.75%
Colin Weinberg (retired) 1,347,000 0.95%
Jeremy Sturgess-Smith
(retired) 940,170 0.66%
At the time of publication of the accounts Mr Mulligan and Mr
Nealon are the sole directors of Africa Critical Metals ("ACM")
which in its own name holds 60,000,000 shares in the Company. The
shareholding of ACM have been equally attributed to Mr Mulligan and
to Mr Nealon as the directors until such time as the shares are
distributed to the underlying shareholders.
Mr Nealon's interest in shares includes 5,384,615 shares held
through his family investment company, Almaretta Pty Ltd.
No other directors held any shares in the Company as at the
above date.
Results and dividends
The results for the year ended 31 December 2021 are set out on
page 25 .
The Company reports a loss of GBP 289 ,000 for the year ended 31
December 2021 (2020: loss GBP173,000). The Company distributed its
88,888,888 ordinary shares in Ananda Developments Plc and the same
number of warrants over ordinary shares in Ananda Developments Plc
during the period. This was approved via a Court Order and occurred
as part of a capital reduction. There were no dividends paid in the
previous financial period ending 31 December 2020.
Directors' Insurance and Indemnity Provision
The Company maintains Directors' & Officers' liability
insurance which gives appropriate cover for any legal action
brought against its Directors. In accordance with Section 234 of
the Companies Act 2006, qualifying third party indemnity provisions
are in place for the Directors in respect of liabilities incurred
as a result of their office to the extent permitted by law.
Employment Policy
It is the policy of the Company to operate a fair employment
policy. No employee or job applicant is less favourably treated
than another on the grounds of their sex, sexual orientation, age,
marital status, religion, race, nationality, ethnic or national
origin, colour or disability and all appointments and promotions
are determined solely on merit. The Directors encourage employees
to be aware of all issues affecting the Company and place
considerable emphasis on employees sharing in its success.
Changes in share capital
Details of movements in share capital during the period are set
out in Note 10 to these financial statements.
Pensions
The Company did not operate a pension scheme during the period
and has not paid any contributions to any scheme for Directors. The
Company had no employees during the period. Since the end of the
period, Jeremy Sturgess-Smith moved from being a Director to an
employee and the Company has also set up a True Potential pension
scheme.
All eligible Directors and employees have been invited to
participate in the Company's pension scheme with True Potential. At
the time of publication all Directors and employees have opted out
of the workplace pension.
Energy and Emissions Data
As the Company has not consumed more than 40,000kwh of energy in
this reporting period, it qualifies as a law energy user under
these regulations and is not required to report on its emission,
energy consumption or energy efficiency activities.
Going concern
As at the period end the Company's cash resources were
sufficient for the Company to continue as a going concern.
Therefore, the Directors have continued to adopt the going
concern basis.
Directors' remuneration
Details of the remuneration of the Directors can be found in
Note 5 to these accounts.
Directors' interests in transactions
Other than disclosed in Note 5 no Director had during, or at the
end of the period, a material interest in any contract which was
significant in relation to the Company's business.
Directors
The following Directors held office during the period:
Peter Redmond
Jeremy Sturgess-Smith (Appointed 14 May 2021, resigned 2 March
2022)
John Treacy (Appointed 14 July 2021)
Colin Weinberg (Resigned 14 May 2021)
Charles Morgan (Appointed 14 May 2021, resigned 30 June
2021)
Edward Nealon (Appointed 2 March 2022)
Bernard Olivier (Appointed 2 March 2022)
Sam Mulligan (Appointed 2 March 2022)
Internal controls and corporate governance
The Board is responsible for identifying and evaluating the
major business risks faced by the Company and for determining and
monitoring the appropriate course of action to manage these
risks.
Subsequent events
Details of subsequent events are disclosed in Note 14 of the
financial statements.
Annual general meeting
This report and the financial statements will be presented to
shareholders for their approval at the Company's Annual General
Meeting ("AGM"). The Notice of the AGM will be distributed to
shareholders together with the Annual Report.
Audit committee
The Audit and Risk Committee comprises Peter Redmond as chair
and John Treacy and will meet not less than twice a year. The Audit
and Risk Committee will be responsible for making recommendations
to the Board on the appointment of auditors and the audit fee and
for ensuring that the financial performance of the Company is
properly monitored and reported. In addition, the Audit and Risk
Committee will receive and review reports from management and the
auditors relating to the interim report, the annual report and
accounts and the internal control systems of the Company.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Strategic
Report, the Directors' Report, the Remuneration Report and the
financial statements in accordance with applicable law and
regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the directors
are required to prepare financial statements in accordance with UK
adopted International Financial Reporting Standards. Under Company
Law the directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state
of affairs of the Company and profit or loss of the Company for
that year. In preparing these financial statements, the directors
are required to:
-- select suitable accounting policies and then apply them consistently
-- make judgements and accounting estimates that are reasonable and prudent
-- state whether applicable accounting standards, UK adopted
IFRS have been followed, subject to any material departures
disclosed and explained in the financial statements
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business
-- prepare a directors' reports, strategic report and directors'
remuneration report which comply with the requirements of the
Companies Act 2006.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements and the Directors remuneration report
comply with the Companies Act 2006 and Article 4 of the IAS
Regulations. They are also responsible for safeguarding the assets
of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors confirm that:
-- so far as each Director is aware, there is no relevant audit
information of which the Company's auditor is unaware; and
-- the Directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit information
and to establish that the auditor is aware of that information.
-- the Directors are responsible for preparing the annual report
in accordance with applicable law and regulations. The Directors
consider the annual report and the financial statements, taken as a
whole, provides the information necessary to assess the Company's
performance, business model and strategy and is fair, balanced and
understandable.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Information to shareholders - Website
The Company has its own website ( www.uraholdingsplc.co.uk ) for
the purposes of improving information flow to shareholders as well
as to potential investors.
Directors' Responsibilities Pursuant to DTR4
To the best of their knowledge, the Directors confirm:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position of the Company and
its profit or loss as at 31 December 2021; and
-- the annual report, including the Strategic Report includes a
fair review of the development and performance of the business and
the position of the Company, together with a description of the
principal risks and uncertainties faced.
Statement of disclosures to auditor
So far as all the Directors, at the time of approval of their
report, are aware:
a) there is no relevant audit information of which the Company's auditors are unaware; and
b) each Director has taken all the steps that they ought to have
taken as Directors in order to make themselves aware of any
relevant audit information and to establish that the Company's
auditors are aware of that information.
By order of the board
Edward Nealon
Chairman
Date: 28 April 2022
Remuneration Report and Plan
Dear Shareholder,
On behalf of the Board, I am pleased to present our Remuneration
Report. It has been prepared in accordance with the requirements of
The Large and Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2013 (the "Regulations") and,
after this introductory letter, is split into two areas: the
Remuneration Policy and the Annual Report on Remuneration.
URA was admitted to the Standard Listing and to trading on the
Main Market of the London Stock Exchange on 2 March 2022. Since the
listing, URA has been a mineral exploration company, operating its
exploration assets in North-East Zambia via its subsidiary Malaika
and seeking to make further acquisitions in the mining sector. On
24 March 2022, URA announced the acquisition of G.E.M Venus
(Proprietary) Limited, the owner of the Gravelotte emerald mine in
South Africa.
Following the appointment of Bernard Olivier (Chief Executive
Officer), Ed Nealon (Non-Executive Chairman) and Sam Mulligan
(Executive Director) as Directors on 2 March 2022 and the movement
of Jeremy Sturgess-Smith to a non-board role on the same date, the
Company has five Directors, three executive and two non-executives,
and one employee. We had stated in our 25 February 2022 prospectus
that the Directors will be paid annual amounts of:
-- Ed Nealon - GBP40,000 per annum;
-- Bernard Olivier - GBP50,000 per annum;
-- Sam Mulligan - GBP40,000 per annum;
-- Jeremy Sturgess-Smith - GBP40,000 per annum;
-- Peter Redmond - GBP24,000 per annum; and
-- John Treacy - GBP24,000 per annum.
No other remuneration has been paid to Directors since Admission
of the shares to trading.
The Remuneration Committee agreed that a formal review of the
Remuneration of the Board will be undertaken annually, with the
first review taking place on 2 March 2023.
On 1 September 2021, the Company adopted an unapproved share
option plan, which all executives and employees of the Company and
its subsidiaries are eligible to participate in. The Remuneration
Committee have since the end of the period under review granted
certain options to individuals and will select the individuals to
whom any further share options are to be granted from time to time.
Full details of this plan are available in the Prospectus published
by the Company on 25 February 2022, which is available at:
https://uraholdingsplc.co.uk/announcements-publications.php
.
While the Company was unlisted and had limited remuneration
arrangements, it is still required to comply with the Regulations.
Given the date of the Company's admission and the limited nature of
the Company's remuneration arrangements during 2021, many of the
Regulations are not applicable and we have stated this in the
relevant sections of this report. Our Remuneration Policy will be
voted upon at the forthcoming 2022 AGM. This Remuneration Report
will be put to shareholders in an advisory resolution.
Shareholders should note that the Company's Remuneration Policy
contains provisions that the Remuneration Committee be granted
powers to set new remuneration arrangements from time to time. As
referred to above, the Remuneration Committee implemented a new
option plan. An annual review will be undertaken to ensure
Remuneration is competitive and in line with market practice and
good governance. No arrangements other than the unapproved option
plan will be implemented for the Executive Directors or any other
directors or employees until such a time as the Remuneration
Committee may feel it is appropriate. Any changes to the
Remuneration Policy will be put to shareholders at the next
available Annual General Meeting.
John Treacy
Chairman of Remuneration Committee
Date: 28 April 2022
Remuneration Policy
As admission was not completed until after the reporting date,
URA did not have a formal remuneration policy and such a policy was
adopted at admission on 2 March 2022.
As part of the current Remuneration Policy, the Remuneration
Committee has extensive discretionary powers to set new
remuneration arrangements that are commensurate with the business,
from time to time. The Remuneration Committee would expect to
change salary levels of the existing Executive Directors, set
salaries and compensation and introduce benefits, pension, annual
bonus and long term incentive arrangements which are competitive
and in line with market practice and governance guidelines and
which would be designed to align the interests of shareholder
growth and director compensation, Salaries and fees of all
Directors were agreed following the admission of the Company to the
Standard List and to trading on the Main Market of the London Stock
Exchange on 2 March 2022 . No further arrangements other than the
unapproved option plan for the existing Executive Directors are
intended for the existing directors before 31 December 2022 but the
Remuneration Committee will keep the matter under review as the
Company develops.
Element Detail
Base salary
* Ed Nealon - GBP40,000 per annum;
* Bernard Olivier - GBP50,000 per annum;
* Sam Mulligan - GBP40,000 per annum;
* Jeremy Sturgess-Smith - GBP40,000 per annum;
* Peter Redmond - GBP24,000 per annum; and
* John Treacy - GBP24,000 per annum.
--------------------------------------------------------------
Benefits No benefits are currently provided. A detailed review
will be undertaken on the 12-month anniversary of admission
to Standard Listing and trading on the Main Market
of the London Stock Exchange which will be 2 March
2023.
--------------------------------------------------------------
Pension All eligible Directors and employees have been invited
to participate in the Company's pension scheme with
True Potential. At the time of publication, only John
Treacy and Jeremy Sturgess-Smith are eligible. Jeremy
has opted out and John has opted out.
--------------------------------------------------------------
Annual Bonus No annual bonus scheme is intended to be implemented
during 2022. A detailed review will be undertaken on
the 12-month anniversary of admission to Standard Listing
and to trading on the Main Market of the London Stock
Exchange which will be 2 March 2023. The review will
reflect the scale and complexity of the business Company
at the time. Given the strategy of the Company, the
Committee will continue to monitor this throughout
the period.
--------------------------------------------------------------
Option Plan The unapproved option plan put in place on Admission
in March 2022 is intended to support the delivery of
the Company's strategy, to retain the Directors and
reward them for driving its successful delivery. At
this stage the Option Plan is the Company's sole long-term
incentive plan for current Directors and employees
following admission. The Option Plan operates over
a period commencing on admission to the Standard List
and trading on the Main Market of the London Stock
Exchange and ending on the 10(th) anniversary of this
date (2 March 2032). For the full terms of the Option
Plan, please refer to the Company's prospectus published
on its website
( https://uraholdingsplc.co.uk/announcements-publications.php
).
At the time of publication, current participants are
as follows as follows: Bernard Olivier - 8,000,000,
Peter Redmond - 4,000,000 and Jeremy Sturgess-Smith
- 8,000,000.
No other incentive plan is intended to be put in place
for the existing Directors until at least 2 March 2023.
--------------------------------------------------------------
Notice periods
The notice period for all Directors is 12 months' notice in
writing. Ed Nealon, Sam Mulligan and Bernard Olivier who were
appointed as Directors of the Company after the reporting period
ended also have 12 month notice periods.
Other Employees
Jeremy Sturgess-Smith is the Company's only employee. He also
has a 12 month notice period.
Other policy matters
Policy sections normally set out approaches in the areas of
executive recruitment, termination of employment, shareholder
consultation, consideration of employment conditions elsewhere in
the Company and employee consultation. Other than items explained
above, the Company believes that these issues are not applicable at
present and will be fully disclosed in the 2023 Annual Report, if
appropriate at that point.
We do not set out an illustration of the application of the
Remuneration Policy and this will be disclosed in the 2023 Annual
Report following a detailed review to be undertaken by the
Remuneration Committee.
Annual Report on Remuneration
The Remuneration Committee presents its report for the year
ended 31 December 2021.
The Remuneration Committee's main responsibilities
-- The Remuneration Committee considers the remuneration policy,
employment terms and remuneration of the Board and advisers;
-- The Remuneration Committee's role is advisory in nature, and
it makes recommendations to the Board on the overall remuneration
packages; and
-- The Remuneration Committee, when considering the remuneration
packages of the Company's Board, will review the policies of
comparable companies in the industry.
Membership of the Remuneration Committee, meetings and
Advisers
The Remuneration Committee is comprised of the two Non-Executive
Directors and is chaired by John Treacy. A meeting was held on 27
April 2022 and the Chairman of the Remuneration Committee presented
an initial recommendation to the Board.
The items included in this report are unaudited unless otherwise
stated.
Report Approval
A resolution to approve this report will be proposed at the AGM
of the Company. The vote will have advisory status.
Directors' emoluments and compensation (audited)
Set out below are the emoluments of the Directors for the year
ended 31 December 2021 and the period from 1 January 2020 to 31
December 2020:
2021 2020
GBP GBP
Peter Redmond 10,000 -
Jeremy Sturgess-Smith 13,333 -
John Treacy 10,000 -
Ed Nealon 13,333 -
Bernard Olivier 16,667 -
Sam Mulligan 13,333 -
Closing balance 76,666 -
------- -----
A total of GBP56,666 was paid prior to the Directors' accepting
appointment as a Director but is included as relevant compensation
during the period.
Long term incentive plan arrangements
There is no charge to Comprehensive Income in the year for the
unapproved option plan as the plan was implemented after the end of
the reporting period and no potential value accrued to the
participants.
Other disclosures on remuneration during 2021 and intention for
2022
Other than the salaries and fees, detailed above in this Report,
and the Directors' and Employee option plan participation, no other
remuneration was paid, payable or is at present expected to be paid
or payable for 2021. As such, there are no further disclosures to
be made in respect of salary or fee changes for 2021, pension,
benefits, annual bonus in respect of 2020 or 2021, vesting,
outstanding or forward long-term incentive plan awards. No payments
were made for loss of office during the year ended 31 December
2021.
UK 10-year performance graph against CEO remuneration
The Directors have considered the requirement for a UK 10-year
performance graph comparing the Company's Total Shareholder Return
with that of a comparable indicator. The Directors do not currently
consider that including the graph will be meaningful because the
Company only listed on 2 March 2022 and is not paying dividends.
The Directors intend to include such a comparison table from 2022,
if appropriate.
Relative importance of spend on pay
The Directors have considered the requirement to present
information on the relative importance of spend on pay compared to
other financial metrics. Given that the Company had no trading
business in 2021, did not generate revenues or pay dividends, the
Directors do not believe it is necessary to include such
information or that it would serve any meaningful purpose at the
current time.
UK Remuneration percentage changes
Listed companies are required to make disclosures in respect of
percentage year-on-year changes in the lead executive's and
employee remuneration, the ratio of the lead executive's
remuneration to that of different employee groups. These
disclosures are not applicable.
Compliance with the Corporate Governance Code
The Committee has considered and will continue to monitor the
regulatory environment and in particular the revised UK Corporate
Governance Code. As the Company develops and introduces a formal
remuneration policy, the Committee will reflect on these issues.
The Committee is satisfied that in respect of 2021 the remuneration
policy operated as intended in terms of Company performance and
quantum.
The Committee will ensure that policies and practices are
consistent with the six factors set out in Provision 40 of the Code
including Clarity, Simplicity, Risk, Predictability,
Proportionality and Alignment of Culture. Given the limited and
simple nature of existing remuneration arrangements, the Committee
believes they are consistent with these principles.
UK Directors' shares (audited)
The interests of the Directors who served during the year in the
share capital of the Company as of 31 December 2021 and at the date
of this report has been set out in the Directors' Report on page 8
.
Policy Approval
A resolution to approve this policy will be proposed at the AGM
of the Company.
Approved on behalf of the Board of Directors by:
John Treacy, Chair of the Remuneration Committee
28 April 2022
Independent Auditors' Report
FOR THE YEARED 31 DECEMBER 2021
Registered number 05329401
Opinion
We have audited the financial statements of URA Holdings PLC
(the 'Company') for the year ended 31 December 2021 which comprise
the Statement of Total Comprehensive Income, the Statement of
Financial Position, the Statement of Changes in Equity, the
Statement of Cash Flows and notes to the financial statements,
including significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable
law and UK adopted international accounting standards.
In our opinion the financial statements:
-- give a true and fair view of the state of the Company's
affairs as at 31 December 2021 and of the Company's loss for the
year then ended;
-- have been properly prepared in accordance with the UK adopted
International Accounting Standards, and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Our approach to the audit
We performed an audit of the complete financial statements of
the Company. The Company did not have any subsidiary
undertakings.
Key Audit Matters How our scope addressed this
matter
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current period and include
the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including
those which had the greatest effect on the overall audit
strategy, the allocation of resources in the audit, and
directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
------------------------------------------------------------------------------------------------
Key Audit Matter How the matter was addressed
in the audit
--------------------------------- -------------------------------------------------------------
Risk of management over We performed a fraud risk in
ride of internal controls order to identify specific areas
of risk relating to management
ISAs (UK) require that we over ride of controls.
consider this.
We performed testing of journals
with particular focus on manual
adjustments to the income statement,
to mitigate the risk of manipulation
of expenses and the loss figures.
We independently assessed and
challenged accounting estimates
relevant to the financial statements
for evidence of bias by the
Directors that may represent
a risk of material misstatements
due to fraud for example accruals
and provisions.
We assessed the overall control
environment of the Company and
held meetings with the Directors.
--------------------------------- -------------------------------------------------------------
Going Concern In assessing the appropriateness
The financial statements of the going concern assumption
have been prepared on an used in preparing the financial
ongoing concern basis as statements, our procedures included,
set out in the notes to amongst others:
the financial statements.
* Assessing the cashflow requirements of the Company
Historically, the Company and enlarged group over the next 12 months based on
has been loss making and budgets and forecasts.
has raised capital following
a listing on the London
Stock Exchange. This funding * Understanding what forecast expenditure is committed
is required to assist with and what could be considered discretionary
the exploration of the two
licences in Zambia.
* Discussing with the Directors the assumptions used in
We included the going concern the preparation of the budgets and forecast.
assumption as a key audit
matter as it relies on existing
cash reserves and capital
raised to generate revenues
from the two licences in
Zambia to cover necessary
expenditure.
--------------------------------- -------------------------------------------------------------
Our application of materiality
We apply the concept of materiality both in planning and
performing our audit and on evaluating the effect of misstatements
on our audit and on the financial statements. For the purposes of
determining whether the financial statements are free from material
misstatements we define materiality as the magnitude of
misstatement that makes it probable that the economic decisions of
a reasonably knowledgeable person, relying on the financial
statements, would be changed or influenced.
We determined materiality to be GBP3,400, which is 2.5% of gross
assets. Gross assets is used as the benchmark for materiality as it
is considered the critical performance measure of the Company. We
use a different level of materiality, performance materiality, to
drive the extent of our testing and this was set at 83.33% of
financial statement materiality for the audit of the financial
statements.
We agreed with the Audit Committee to report to them all
identified errors in excess of GBP170. Errors below that threshold
would also be reported to it if, in our opinion as auditor,
disclosure was required on qualitative grounds.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the Company's ability to
continue to adopt the going concern basis of accounting
included.
-- We obtained an understanding of the controls over
management's going concern evaluation.
-- We assessed the information used in the going concern
assessment for consistency with the operating plan and information
obtained through auditing other areas of the business and
challenged the control assumptions used by management.
-- Given that management have prepared forecasts for other
business purposes that run to 31 March 2023 we have such forecasts
in our management challenge process and considered events and
conditions beyond the period of management 's assessment that may
cast significant doubt over the Company's ability to continue as a
going concern.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company's ability to continue as a going concern for a period of at
least twelve months when the financial statements are authorised
for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Other information
The other information comprises the information included in the
annual report other than the financial statements and our auditor's
report thereon. The directors are responsible for the other
information contained within the annual report. Our opinion on the
financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, the part of the directors' remuneration report
to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
our audit:
-- the information given in the strategic report and directors'
report for the financial year for which the financial statements
are prepared is consistent with the financial statements;
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you, in our opinion:
-- adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been received
from branches not visited by us, or
-- the Company financial statements and the part of the
directors' remuneration report to be audited are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement, set out on page 11 , the directors are responsible for
the preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors' determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error. In preparing the financial
statements, the directors are responsible for assessing the
Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Extent to which the audit was considered capable of detecting
irregularities, including fraud
We identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, and then
design and perform audit procedures responsive to those risks,
including obtaining audit evidence that is sufficient and
appropriate to provide a basis for our opinion.
In identifying and addressing risks of material misstatement in
respect of irregularities, including fraud and non-compliance with
laws and regulations, our procedures included the following:
-- We obtained an understanding of laws and regulations that
affect the Company, focusing on those that had a direct effect on
the financial statements or that had a fundamental effect on its
operations. Key laws and regulations that we identified included
the UK Companies Act, tax legislation, employment regulation and
Health and safety regulations.
-- We enquired of the directors, reviewed correspondence with
HMRC and reviewed director meeting minutes for evidence of
non-compliance with relevant laws and regulations. We also reviewed
controls the directors have in place to ensure compliance.
-- We gained an understanding of the controls that the directors
have in place to prevent and detect fraud. We enquired of the
directors about any incidences of fraud that had taken place during
the accounting period.
-- The risk of fraud and non-compliance with laws and
regulations and fraud was discussed within the audit team and tests
were planned and performed to address these risks. We identified
the potential for fraud in the following areas: revenue
recognition, related parties outside normal course of business and
management override.
-- We reviewed financial statements disclosures and tested to
supporting documentation to assess compliance with relevant laws
and regulations discussed above.
-- We enquired of the directors about actual and potential litigation and claims.
-- We performed analytical procedures to identify any unusual or
unexpected relationships that might indicate risks of material
misstatement due to fraud.
-- In addressing the risk of fraud due to management override of
internal controls we tested the appropriateness of journal entries
and assessed whether the judgements made in making accounting
estimates were indicative of a potential bias.
Due to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we have
properly planned and performed our audit in accordance with
auditing standards. For example, as with any audit, there remained
a higher risk of non-detection of irregularities, as these may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. We are
not responsible for preventing fraud or non-compliance with laws
and regulations and cannot be expected to detect all fraud and
non-compliance with laws and regulations.
A further description of our responsibilities is available on
the Financial Reporting Council's website at:
https://www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the Directors on 28 November 2019 to audit
the financial statements for the period ending 30 June 2019. Our
total uninterrupted period of engagement is 3 years, covering the
periods ending 30 June 2019 to 31 December 2021.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the Company and we remain independent of the
Company in conducting our audit.
Our audit report is consistent with the additional report to the
audit committee.
Use of our report
This report is made solely to the Company's members in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to him in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members for our
audit work, for this report, or for the opinions we have
formed.
Matthew Eade (Senior Statutory Auditor)
For and on behalf of Bright Grahame Murray
Chartered Accountants
Statutory Auditor
Emperor's Gate
114a Cromwell Road
Kensington
London
SW7 4AG
Date:
Statement of Comprehensive Income
1 Jul 2019
Year ended to 31 Dec
31 Dec 2021 2020
GBP'000s GBP'000s
Note
Continuing operations
Administrative expenses (289) (87)
Change in fair value of investments - (86)
Profit / (Loss) before taxation ( 289 ) (173)
Taxation 3 - -
Profit / (Loss) for the period from
continuing operations 4 ( 289 ) (173)
Other comprehensive income - -
Total comprehensive profit / (loss)
for the period ( 289 ) (173)
------------- -----------
Earnings per share
Basic and diluted earnings per share
(pence) 13 (0.02p) (0.0001p)
The notes to these financial statements on pages 29 to 38 form
an integral part of these financial statements.
Statement of Financial Position
Company number: 05329401
1 Jul 2019
Year ended to 31 Dec
31 Dec 2021 2020
GBP'000s GBP'000s
ASSETS Note
Non-current assets
Investments 7 - 173
Total Non-current Assets - 173
--------------------------- ----- ------------- -----------
Current assets
Other receivables 6 37 26
Cash and cash equivalents 99 45
--------------------------- ----- ------------- -----------
Total Current Assets 136 71
--------------------------- ----- ------------- -----------
Total Assets 136 244
--------------------------- ----- ------------- -----------
LIABILITIES
Current liabilities
Trade and other payables 8 (82) (18)
--------------------------- ----- ------------- -----------
Long term liabilities
Convertible loan notes 9 - (55)
--------------------------- ----- ------------- -----------
Total Liabilities (82) (73)
--------------------------- ----- ------------- -----------
Net Assets 54 171
--------------------------- ----- ------------- -----------
EQUITY
Share capital 10 3 1,209
Share premium 342 14,673
Other reserves - 1,108
Retained earnings (291) (16,819)
--------------------------- ----- ------------- -----------
Total Equity 54 171
--------------------------- ----- ------------- -----------
The notes to these financial statements on pages 29 to 38 form
an integral part of these financial statements.
These financial statements were approved and authorised for
issue by the Board of Directors on 28 April 2022 and signed on its
behalf by:
Edward Nealon , Chairman
Statement of Changes in Equity
Share Share Other Retained Total
Capital premium Reserves earnings shareholders'
equity
GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s
--------- --------- ---------- ---------- ---------------
Balance at 30
June 2019 1,209 14,673 1,063 (16,646) 299
Total comprehensive
income - - - (173) (173)
Share based payments - - 45 - 45
--------- --------- ---------- ---------- ---------------
Balance at 31
December 2020 1,209 14,673 1,108 (16,819) 171
--------- --------- ---------- ---------- ---------------
Total comprehensive ( 289
income - - - ) ( 289 )
Sub-division and
Consolidation (1,209) (14,331) - - (15,540)
Net equity issued 3 - 15,882 15,885
Dividend in-specie - - - (173) (173)
Transfer of foreign
currency translation - - (791) 791 -
Transfer of share
option reserves - - (317) 317 -
Balance at 31
December 2021 3 342 - (291) 54
========= ========= ========== ========== ===============
The notes to these financial statements on pages 29 to 38 form
an integral part of these financial statements.
Statement of Cash Flows
Note 1 Jul 2019
Year ended to 31 Dec
31 Dec 2021 2020
GBP'000s GBP'000s
Cash flows from operating activities
Profit / (Loss) for the period 4 ( 289 ) (173)
Change in fair value investments - 86
Share based payment - 45
(Increase)/decrease in receivables (11) (19)
Increase/(decrease) in payables 64 11
---------------------------------------- ----- ------------- -----------
Net cash used in operating activities (236) (50)
---------------------------------------- ----- ------------- -----------
Investing activities
Purchase of investment - -
Net cash used in investing activities - -
---------------------------------------- ----- ------------- -----------
Financing activities
Sub-Division & Consolidation of Shares (15,540) -
Issue of shares for cash, net of costs 15,885 -
Convertible loan notes (55) 55
Net cash from financing activities 290 55
---------------------------------------- ----- ------------- -----------
Increase / (Decrease) in cash and
cash equivalents 54 5
Cash and cash equivalents at beginning
of the period 45 40
---------------------------------------- ----- ------------- -----------
Cash and cash equivalents at the end
of the period 99 45
---------------------------------------- ----- ------------- -----------
The notes to these financial statements on pages 29 to 38 form
an integral part of these financial statements.
Notes to t he Financial Statements
1. General information
URA Holdings Plc ('the Company' or 'URA') is domiciled in
England having been incorporated on 11 January 2005 under the
Companies Act with registered number 05329401 as a public company
limited by shares. The Company's shares were delisted from trading
on the AIM Market ("AIM") of the London Stock Exchange plc on 20
December 2018. On 2 March 2022 the Company was admitted to a
Standard Listing and to trading on the Main Market of the London
Stock Exchange.
The principal accounting policies applied in the preparation of
these financial statements are set out below. These policies have
been applied to all years presented, unless otherwise stated
below.
In the opinion of the Directors the financial statements present
fairly the financial position, and results from operations and cash
flows for the period in conformity with the generally accepted
accounting principles consistently applied.
2. Accounting policies
The financial statements have been prepared in accordance with
UK International Financial Reporting Standards (IFRS). The
Company's accounting reference date was extended on 8 October 2020
from 30 June 2020 to 31 December 2020. As a consequence the
comparative figures are for the period 1 July 2019 to 31 December
2020 (18 months).
Basis of preparation and going concern
The financial statements are prepared on the going concern
basis, under the historical cost convention as modified for fair
value accounting, if applicable. The financial statements are
presented in Pounds Sterling and have been rounded to the nearest
GBP'000.
At 31 December 2021 the Company had cash resources of
approximately GBP 99 ,000 which, given the activities of the
Company at the date of these financial statements provided it with
sufficient available resources to meet all of its commitments for
the next 12 months and, accordingly these financial statements are
prepared on a going concern basis. Since the end of the period
under consideration, the Company has completed a number of
transactions which had a material effect on the Company's financial
position; these are described in the section headed "Post Balance
Sheet Events" on page 37 below.
Cash and cash equivalents
Cash and cash equivalents are carried in the statement of
financial position at cost and comprise cash in hand, cash at bank,
deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less. Bank
overdrafts are included within borrowings in current liabilities on
the statement of financial position. For the purposes of the
statement of cash flows, cash and cash equivalents also includes
any bank overdrafts.
Deferred taxation
Deferred income taxes are provided in full, using the liability
method, for all temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the
financial statements. Deferred income taxes are determined using
tax rates that have been enacted or substantially enacted and are
expected to apply when the related deferred income tax asset is
realised, or the related deferred income tax liability is
settled.
The principal temporary differences arise from depreciation or
amortisation charged on assets and tax losses carried forward.
Deferred tax assets relating to the carry forward of unused tax
losses are recognised to the extent that it is probable that future
taxable profit will be available against which the unused tax
losses can be utilised.
Foreign currencies
(i) Functional and presentational currency
The Directors consider GBP Pound Sterling to be the Company's
functional currency, therefore the financial statements are
presented in GBP Pound Sterling.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at period
end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognised in the statement of
comprehensive income.
Monetary assets and liabilities denominated in foreign
currencies are translated at the rates ruling at the statement of
financial position date. All differences are taken to the statement
of comprehensive income.
Financial instruments
Financial assets
Basic financial assets, including trade and other receivables
and cash and bank balances, are initially recognised at transaction
price, unless the arrangement constitutes a financing transaction,
where the transaction is measured at the present value of the
future receipts discounted at a market rate of interest. The
Company currently has no financial assets that are considered to be
of a financing transaction nature.
Financial assets are derecognised when (a) the contractual
rights to the cash flows from the asset expire or are settled, or
(b) substantially all the risks and rewards of the ownership of the
asset are transferred to another party or (c) despite having
retained some significant risks and rewards of ownership, control
of the asset has been transferred to another party who has the
practical ability to unilaterally sell the asset to an unrelated
third party without imposing additional restrictions.
Investments
Investments are recognised at the lower of cost or market
value.
Financial liabilities
Basic financial liabilities, including trade and other payables,
are initially recognised at transaction price, unless the
arrangement constitutes a financing transaction, where the debt
instrument is measured at the present value of the future receipts
discounted at a market rate of interest. Debt instruments are
subsequently carried at amortised cost, using the effective
interest rate method. Trade payables are obligations to pay for
goods or services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classified as current
liabilities if payment is due within one year or less. If not, they
are presented as non-current liabilities. Trade payables are
recognised initially at transaction price and subsequently measured
at amortised cost using the effective interest method.
Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the increase of new shares or options are
shown in equity as a deduction from the proceeds.
Share based payments
The Company enters equity-settled share-based compensation plans
with its Directors and contractors, in which the counterparty
provides services to the Company in exchange for remuneration in
the form of certain equity instruments of the Company. The equity
instruments comprise warrants and share options.
The services received by the Company in these share-based
payment agreements are measured by reference to the fair value of
the equity instruments at the date of grant and are recognised as
an expense in the statement of total comprehensive income with a
corresponding increase in equity.
The Company estimates the fair value of the equity instruments
at the grant date using the Black Scholes model in which the terms
and conditions upon which those equity instruments were granted are
considered.
Convertible loan notes ("CLN")
In accordance with IAS 32 the Company has classified the
convertible debt in issue as a compound financial instrument.
The CLNs were issued in GB Pound Sterling (the functional
currency of the Company). Under the terms of these CLNs, the loan
instruments were considered to be financial liabilities. The CLNs
converted at a price of GBP0.009 on 14 July 2021.
Adoption of new and revised standards and changes in accounting
policies
The following new and amended Standards and Interpretations have
been issued and are effective for the current financial period of
the Company.
Covid-19-Related Rent Concessions beyond 30 June 2021 (Amendment
to IFRS 16)
Extends, by one year, the May 2020 amendment that provides
lessees with an exemption from assessing whether a Covid-19-related
rent concession is a lease modification.
Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9,
IAS 39, IFRS 7, IFRS 4 and IFRS 16)
The amendments in Interest Rate Benchmark Reform - Phase 2
(Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
introduce a practical expedient for modifications required by the
reform, clarify that hedge accounting is not discontinued solely
because of the IBOR reform, and introduce disclosures that allow
users to understand the nature and extent of risks arising from the
IBOR reform to which the entity is exposed to and how the entity
manages those risks as well as the entity's progress in
transitioning from IBORs to alternative benchmark rates, and how
the entity is managing this transition.
These amendments are not applicable to the Company as it has no
office premises in the UK and there were no interest-bearing items
as at 31 December 2021.
Other amendments
In the current period , the Company has applied a number of
amendments to Standards and Interpretations issued by the IASB that
are effective for an annual period that begins on or after 1
January 2021. These have not had any material impact on the amounts
reported for the period under review or prior years.
Standard or Interpretation Effective for annual
periods commencing on
or after
Definition of a Business (Amendments to IFRS 1 January 2021
3)
Amendments to IAS 1 and IAS 8 - definition 1 January 2021
of material
Conceptual Framework - Amendments to References 1 January 2021
to the Conceptual Framework in IFRS Standards
Standards which are in issue but not yet effective
At the date of authorisation of these financial statements, the
Company has not early adopted the following amendments to Standards
and Interpretations that have been issued but are not yet
effective:
Standard or Interpretation Effective for annual
periods commencing on
or after
Extension of the Temporary Exemption from Applying 1 January 2023
IFRS 9
Onerous Contracts - Cost of Fulfilling a Contract 1 January 2022
(Amendments to IAS 37)
Amendments to IAS 1: Classification of Liabilities 1 January 2022
as Current or Non-Current
Adoption of new and revised standards and changes in accounting
policies
As yet, none of these have been endorsed for use in the UK and
will not be adopted until such time as endorsement in confirmed.
The Directors do not expect any material impact as a result of
adopting the standards and amendments listed above in the financial
year they become effective.
From 1 January 2021 the Company will apply UK-adopted IAS. At
the date of application, both UK-adopted IAS and EU-adopted IFRS
will be the same.
3. Taxation
2021 2020
GBP'000s GBP'000s
UK Corporation tax - -
Deferred tax - -
---------- ----------
Total tax charge - -
---------- ----------
T he tax charge can be reconciled
to the profit for the period as
follows:
( 289
Profit / (Loss) for the period ) (173)
---------- ----------
T ax at the standard rate of UK
corporation tax of 19% (2020: 19%) (55) (33)
E f f e c ts of:
Disallowed expenses 6 27
Increase in tax losses carried
forward 49 6
---------- ----------
Total tax charge - -
---------- ----------
As at 31 December 2021 the Company had unused tax losses of
GBP3.4 million (2020: GBP3.2 million) available for offset against
future non-trading profits. The deferred tax asset relating to
these losses is not provided for due to the uncertainty over the
timing of any future non-trading profits.
4. Profit / (Loss) for period
2021 2020
GBP'000s GBP'000s
The Company's loss from continuing operations
is stated after charging/(crediting):
Audit 12 6
Accounting 11 13
Directors' remuneration 77 -
General expenses 7 16
Legal fees 98 7
Professional fees 30 -
Consultancy fees 18 -
UKLA Application fee 32 -
D&O Insurance 4 -
Change in fair value of investment - 86
Share based payment expense - 45
---------- ----------
( 289
Profit / (Loss) ) (173)
---------- ----------
5. Staff Costs (including Directors)
Key management of the Company are considered to be the Directors
of the Company and their accrued remuneration was as follows:
2021 2020
GBP'000s GBP'000s
Peter Redmond 10 -
Jeremy Sturgess-Smith 13 -
John Treacy 10 -
Ed Nealon 14 -
Bernard Olivier 17 -
Sam Mulligan 13 -
Closing balance 77 -
---------- ----------
The key management personnel are considered to be the
Directors.
A total of GBP56,666 was paid prior to the Directors' accepting
appointment as a Director but is included as relevant compensation
during the period.
6. Other Receivables
2021 2020
GBP'000s GBP'000s
Prepayments 11 2
Sundry debtors - 15
VAT recoverable 26 9
---------- ----------
Closing balance 37 26
---------- ----------
The Directors consider that the carrying amount of other
receivables is approximately equal to their fair value.
7. Non-current assets
Investments - available for sale
Cost and net book value 2021 2020
GBP'000s GBP'000s
At beginning of period 173 259
Disposals (173) -
Change in fair value - (86)
---------- ----------
Closing balance - 173
---------- ----------
The Company took the necessary steps required to allow for the
distribution of its shareholding of 88,888,888 ordinary shares of
Ananda and the same number of warrants over shares to the
shareholders of the Company as detailed on the register of
shareholders on 2 January 2021.
8. Trade and other payables
2021 2020
GBP'000s GBP'000s
Trade payables 18 8
Accruals 64 10
---------- ----------
Closing balance 82 18
---------- ----------
The Directors consider that the carrying amount of trade
payables approximates to their fair value.
9. Convertible Loan Notes
2021 2020
GBP'000s GBP'000s
Loan Notes issued during the period - 55
Closing balance - 55
--------- ----------
The Convertible Loan Notes ("CLNs") were unsecured and were
convertible into ordinary shares at a 30% discount to the price at
which the Company raises equity finance in a qualifying financing
(which was essentially any issue of equity to a value of more than
GBP150,000 in the 15-month period following the issue of the CLNs
or such other amount as the Directors may from time to time
determine). The CLNs were converted into ordinary shares on 14 July
2021.
10. Share capital
2021 2020
GBP'000s GBP'000s
Allotted, called up and fully paid share capital 3 1,209
---------- ----------
Movements in Equity
Number of shares
in issue
Opening balance of ordinary shares of 0.15p
each 267,893,392
Subdivision & Consolidation of Ordinary shares
of GBP0.0001 each 2,678,934
Subdivision & Consolidation of Deferred shares
of GBP0.0009 each 896,832,495
New Issued Ordinary Shares of GBP0.0001 each 26,666,658
New Deferred shares of GBP0.001499 each 267,893,392
Share buyback of Deferred shares of GBP0.0009
each (896,832,495)
Share buyback of New Deferred shares of GBP0.001499
each (267,893,392)
-----------------
Closing New Ordinary Shares in issue of GBP0.0001
each 29,345,592
-----------------
The Company has one class of ordinary shares which carry no
right to fixed income.
11. Financial instruments
I n t e r e s t rate risk
T he Company's exposure to interest rate risk, which is the risk
th at a financial instrument's value will fluctuate as a result of
changes in market interest r ates on classes of financial assets
and financial liabilitie s, was as f ollows:
Floating Floating
interest interest
rate rate
2021 2020
GBP'000s GBP'000s
Financial assets and liabilities - -
Cash 99 45
99 45
---------- ----------
T he net fair v alue of financial assets and financial
liabilities approximates to their car rying amount as disclosed in
the statement of financial position and in the rel ated notes.
F i n a nc i a l risk management
The Directors recognise that this is an area in which they may
need to develop specific policies should the Company become exposed
to further financial risks as the business develops.
Capital risk management
The Company considers capital to be its equity reserves. At the
current stage of the Company's life cycle, the Company's objective
in managing its capital is to ensure funds raised meet the
Company's working capital commitments.
Credit risk management
With respect to credit risk arising from financial assets of the
Company, which comprise cash and cash equivalents held in financial
institutions, the Company are deemed to be at low credit risk.
Liquidity risk
The Company manages liquidity risk by maintaining adequate
banking facilities and no current borrowing facilities. The Company
continuously monitor forecasts and actual cash flows, matching the
maturity profiles of financial assets and liabilities and future
capital and operating comments. The Directors' consider the Company
to have adequate current assets and forecast cash from operations
to manage liquidity risks arising from current and non-current
liabilities.
12. Related party transactions
The only transactions with the Directors relate to their
remuneration as disclosed in Note 5.
13. Earnings per share
Earnings per share is calculated by dividing the loss for the
period attributable to ordinary equity shareholders of the parent
by the number of ordinary shares outstanding during the year.
During the year the calculation was based on the loss before tax
for the year of GBP 289 ,000 (2020: GBP172,000) divided by the
weighted number of ordinary shares 13,937,576 (2020:
1,164,725,887).
14. Events after the period end date
On 11 August 2021, the Company signed a Share Purchase Agreement
("SPA") with African Critical Metal Holdings Limited ("ACM")
agreeing to acquire from ACM 100% of the issued share capital of
Malaika Exploration (Ireland) Limited ("Malaika") a company which
is the beneficial owner of two large-scale exploration licences via
its wholly owned Zambian subsidiary, Malaika Developments Ltd ; the
licences border each other and cover a combined 1,284 km(2) and
permit the holder to explore for graphite, coltan, lithium and
fourteen other strategic minerals and rare earth elements. The main
strategic minerals of interest on Malaika's tenements are niobium,
tantalum, lithium and graphite, all of which have been classified
as strategic or critical minerals by Unites States in its "Final
list of critical minerals 2018" issued by the Interior Department.
The Company paid ACM 60,000,000 ordinary shares in consideration
for 100% of the issued shares of Malaika. At the end of the period
under review, the acquisition was still in course of being
completed and was completed on 2 March 2022.
On 25 February 2022 the Company published to its website:
( https://uraholdingsplc.co.uk/announcements-publications.php )
and the National Storage Mechanism a prospectus regarding the
Company's admission to the Official List (by way of a Standard
Listing under Chapter 14 of the Listing Rules) , its p lacing to
raise GBP1,050,000 at 2 pence per Placing Share with warrants and
completion of the acquisition of Malaika for 60,000,000 ordinary
shares of the Company.
Subsequent to this publication, the Company announced on 2 March
2022 that its entire issued share capital had been admitted to a
Standard Listing and had begun trading on the Main Market of the
London Stock Exchange.
Further to this, on 24 March 2022, the Company announced that it
had acquired from Magnum Mining and Metals Limited, a Company
listed on the Australian Stock Exchange, G.E.M Venus (Proprietary)
Limited, the owner of the Gravelotte emerald mine in South Africa
for GBP 100,000 to be satisfied by the issue of ordinary shares of
the Company at the mid-market price at closing price on the date
the SPA was signed. Conditional additional consideration of
AUD200,000.00 (approx. GBP123,000) in cash for each 5,000,000
carats of emeralds produced by Gravelotte up to maximum aggregate
amount of AUD2,000,000 (approx. GBP1,230,000) as a production
royalty. Gem Venus owns Gravelotte via 74% ownership of the issued
share capital of both ADIT Mining (Proprietary) Limited ("ADIT")
and Venus Emerald (Proprietary) Limited ("Venus") which hold all
the mineral rights in respect of emerald mining and extraction at
Gravelotte. The remaining 26% of the issued share capital of Adit
and Venus are held by a Black Economic Empowerment ("BEE")
compliant structure predominantly consisting of local employees and
the local community.
- Ends -
For further information please contact:
URA Holdings plc +44 (0)746 368 6497
Bernard Olivier (CEO)
Peter Redmond (Director) info@uraholdingsplc.co.uk
Jeremy Sturgess-Smith (COO)
Peterhouse Capital Limited
Lucy Williams
Duncan Vasey +44 (0)20 7469 0930
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END
FR EAKLPAELAEFA
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April 29, 2022 02:00 ET (06:00 GMT)
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