TIDMURAH
RNS Number : 1328B
URA Holdings PLC
29 September 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 September 2022
URA Holdings plc
("URA" or the "Company")
The Directors of URA are pleased to present the unaudited
financial statements of URA Holdings plc for the period ended 30
June 2022.
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 unaudited financial statements
for the period ended 30 June 2022. 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
The period ended 30 June 2022, the Company successfully
completed its rescue reconstruction and relisting on the Main
Market of the London Stock Exchange. The reconstruction and
relisting included two successful acquisitions and capital raise to
fund the first phase of exploration on the properties acquired.
The initial acquisition of Malaika Exploration Limited
("Malaika") was achieved on 2 March 2022. Malaika, which holds two
exploration licenses in eastern Zambia, was acquired upon
successful admission to trading on 2 March 2022. At the same time,
the Company completed a capital raise of GBP1.05 million at
GBP0.02p per share. The licenses present early stage exploration
potential for coltan, graphite, lithium, niobium and other Rare
Earth Elements
Shortly after relisting we were able to acquire on exceptionally
favourable terms, the Gravelotte Emerald Mine ("GEM"). GEM was
historically a major global producer of emeralds and has, we
believe, the potential again to become a major emerald producer.
The mine is located in the Limpopo region of the Republic of South
Africa. URA was able to move swiftly on the transaction and
announced the conditional acquisition of GEM (conditional only on
Ministerial Consent from the South African Minister for Mines) on
24 March 2022
Although the GEM mine 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 (matters which
were corporate in nature rather than mining or resource related)
which led to its ceasing to produce, we believe it continues to
have commercially very significant quantities of exploitable
emeralds. The vendors had done considerable work in advancing and
preparing the historical mining operation for the recommencement of
mining activities and emerald production. The unique opportunity to
acquire the GEM operations, with its low Capex requirements and
near term production potential, was a direct result of the vendor
company having to focus their resources on progressing an iron ore
project into production and a quick disposal of GEM was
required.
We were able rapidly to review the detailed due diligence
information provided to us and to make the acquisition for the very
small sum of GBP100,000 in URA ordinary shares plus a production
royalty capped at some GBP1.23 million. Further details on the
acquisition will be found in the section headed "Update on
Investments and Activities" in the Report of the Directors
below.
Emerald production at Gravelotte was historically principally
conducted as an open pit mining operation and we believe a very
large open pit mineable resource remains available for
exploitation. While the mine has been long dormant, mine properties
and security have been maintained and, while these will need some
additions and refurbishment, they will be of value in bringing GEM
back into production. We believe in fact that GEM can be brought
back into profitable production at low cost and quite rapidly.
Following the acquisition, the Company appointed the reputed
firm of ACA Howe to prepare a Competent Persons Report (CPR) on GEM
which the Directors anticipate will include reporting of Mineral
Resources and/or Exploration Targets in compliance with the JORC
code (2012). We expect to be in a position to announce the maiden
JORC resource and CPR in the near future but meanwhile I would say
we are highly encouraged by the results so far
During the period under review, the Group made a pre-tax loss of
GBP305,000 which results mainly from the initial operational
activities, including ACA Howe's work as well as costs relating to
the acquisitions and relisting of the Company. Although these
resulted in costs that were higher than in the previous year, the
acquisition and listing 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 Group were GBP782,000 at the period end and
will be adjusted to include the Gravelotte Emerald Mine on formal
completion of the acquisition conditions precedent.
Our strategy remains 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 advisers, directors and former directors, who have
brought us to the Market and provided the prospects for a
profitable future for shareholders.
Edward Nealon
Chairman
Date: 28/09/2022
Business Review
The directors present the interim results of URA Holdings Plc
("the Company") for the six month period from 1 January 2022 to 30
June 2022.
UPDATE ON INVESTMENTS AND ACTIVITIES
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 local community
members .
Edward Nealon
Chairman
Date: 28/09/2022
Directors' Report
The directors present their interim consolidated financial
statements of the company for the six month period from 1 January
2022 to 30 June 2022.
DIRECTORS OF THE COMPANY
The directors who have served during the period and up to the
date of approval were as follows:
Edward Nealon (appointed 2 March 2022) (Chairman)
Bernard Olivier (appointed 2 March 2022)
Sam Mulligan (appointed 2 March 2022)
Peter Redmond (Non-executive Director)
John Treacy (Independent Non-executive Director)
RESULTS AND DIVIDS
The interim condensed consolidated statement of comprehensive
income is set out on page 4 and shows the loss for six month period
to 30 June 2022. The directors consider the loss for the period to
be in line with expectations. The directors do not recommend a
payment of a dividend.
This report was approved by the Board and signed on its
behalf:
Bernard Olivier
Date: 28/09/2022
Interim Condensed Consolidated Statement of Comprehensive
Income
Group Company Company Company
6 months 6 months Year ended 6 months
to 30 June to 30 June 31 Dec 2021 to 30 June
2022 2022 2021
Audited
Unaudited Unaudited Unaudited
GBP'000s GBP'000s GBP'000s GBP'000s
Continuing operations
Administrative expenses (305) (282) (289) (50)
Change in fair value
of investments - - - 516
Loss / (Profit) before
taxation (305) (282) (289) 466
Taxation - - - -
Loss / (Profit) for
the period from continuing
operations (305) (282) (289) 466
------------ ------------ ------------- ------------
Other comprehensive
income
Exchange difference on - - - -
currency translations
Total comprehensive
loss for the period (305) (282) (289) 466
============ ============ ============= ============
Basic & diluted earnings
per share (0.01p) (0.01p) (0.02p) 0.09p
The notes on pages 10 - 14 form part of these interim condensed
consolidated financial statements.
Interim Condensed Consolidated Statement of Financial
Position
Company number: 05329401 Group Company Company Company
6 months 6 months Year ended 6 months
to 30 June to 30 June 31 Dec 2021 to 30 June
2022 2022 2021
Audited
Unaudited Unaudited Unaudited
Note GBP'000s GBP'000s GBP'000s GBP'000s
Fixed Assets
Investments - - - 689
------------ ------------ ------------- ------------
- - - 689
Current Assets
Other receivables 5 162 162 37 46
Cash at bank and in
hand 709 708 99 47
------------ ------------ ------------- ------------
871 870 136 93
Total Assets 871 870 136 782
------------ ------------ ------------- ------------
Current Liabilities
Trade and other payables 6 (89) (81) (82) (40)
Long Term Liabilities
Convertible loan notes - - - (105)
Total Liabilities (89) (81) (82) (145)
------------ ------------ ------------- ------------
Net Assets 782 789 54 637
============ ============ ============= ============
Equity
Share capital 7 24 8 3 1,209
Share premium 1,353 1,353 342 -
Other reserves 1 1 - 1,108
Retained earnings (596) (573) (291) (1,680)
Total Equity 782 789 54 637
============ ============ ============= ============
The notes on pages 11- 15 form part of these interim condensed
consolidated financial statements.
These interim condensed consolidated financial statements were
approved and authorised for issue by the Board and were signed on
its behalf by:
Ed Nealon
Chairman
Date: 28/09/2022
Interim Condensed Consolidated Statement of Changes in
Equity
Group Share Share Other Retained Total equity
capital premium reserves earnings
GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s
--------- --------- ---------- ---------- -------------
As at 1 January 2022 19 342 - (291) 70
Total comprehensive
income - - - (305) (305)
Net equity issued 5 1,011 1 - 1,017
Balance at 30 June
2022 24 1,353 1 (596) 782
--------- --------- ---------- ---------- -------------
Company Share Share Other Retained Total equity
capital premium reserves earnings
GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s
--------- --------- ---------- ---------- -------------
As at 1 January 2022 3 342 - (291) 54
Total comprehensive
income - - - (282) (282)
Net equity issued 5 1,011 1 - 1,017
Balance at 30 June
2022 8 1,353 1 (573) 789
--------- --------- ---------- ---------- -------------
Company
As at 1 January 2021 1,209 14,673 1,108 (16,819) 171
Total comprehensive
income - - - (289) (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
-------- --------- ------ --------- ---------
Company
As at 1 January 2021 1,209 14,673 1,108 (16,819) 171
Total comprehensive
income - - - 466 466
Net equity issued - (14,673) - 14,673 -
Balance at 30 June
2021 1,209 - 1,108 (1,680) 637
------ --------- ------ --------- ----
The notes on pages 10 - 14 form part of these interim condensed
consolidated financial statements.
Interim Condensed Consolidated Statement of Cash Flows
Group Company Company Company
6 months 6 months Year ended 6 months
to 30 June to 30 June 31 Dec 2021 to 30 June
2022 2022 2021
Audited
Unaudited Unaudited Unaudited
GBP'000s GBP'000s GBP'000s GBP'000s
Cash flows from operating
activities
Loss for the period (305) (282) (289) (50)
Change in fair value investments - - - (516)
Share based payment - - - -
(Increase)/decrease in receivables (125) (125) (11) (19)
Increase/(decrease) in payables 7 (1) 64 21
Net cash used in operating
activities (423) (408) (236) 564
----------- ----------- ------------ -----------
Cash flows from investing
activities
Fair value of investments - - - (516)
----------- ----------- ------------ -----------
Net cash used in investing
activities - - - (516)
Cash flows from financing
activities
Sub-Division & Consolidation
of Shares 16 - (15,540) -
Issue of shares for cash,
net of costs 1,017 1,017 15,885 -
Convertible loan notes - - (55) 50
----------- ----------- ------------ -----------
Net cash from financing activities 1,033 1,017 290 50
Net increase in cash and
cash equivalents 610 609 54 2
Cash and cash equivalents
at the beginning of the period 99 99 45 45
Cash and cash equivalents
at the end of the period 709 708 99 47
=========== =========== ============ ===========
The notes on pages 10 - 14 form part of these interim condensed
consolidated financial statements.
Notes to the Interim Condensed Consolidated Financial
Reports
1. General information
URA Holding Plc's interim condensed consolidated financial
statements are presented in British Pound Sterling (GBP) which is
the functional currency of the company. These interim consolidated
financial statements were approved for issue by the Board of
Directors on 28.09.2022.
URA Holding Plc is the Group's ultimate parent company. It is a
public limited company incorporated in England and Wales. The
address of its registered office is at 60 Gracechurch Street,
London, EC3V 0HR, UK and its shares are limited on the Main
Standard Market of the London Stock Exchange.
The financial information set out in these interim consolidated
financial statements does not constitute statutory accounts as
defined in Section 434 of the Companies Act 2006. The Company's
statutory financial statements for the year ended 31 December 2021
have been filed with the Registrar of Companies. The auditor's
report on those financial statements was unqualified and did not
contain a statement under Section 498(2) of the Companies Act
2006.
These interim results have not been audited though they been
reviewed by the Company's auditors under ISRE 2410 of the Auditing
Practices Board.
In the opinion of the Directors the interim condensed
consolidated 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. Nature of operations
URA is an African focused mineral exploration company. The
Company will leverage the extensive in-house skills of its Board
and team to identify and pursue unique, value-enhancing
opportunities in minerals with a view to proving-up early stage
exploration projects for ongoing monetisation and the delivery of
stakeholder returns.
Current, the Company's operations relate to the exploration of
both the GEM asset in South Africa and the Malaika licence areas in
Zambia as well as the maintenance of the appropriate licenses over
these areas.
3. Accounting policies
These interim condensed consolidated financial statements are
for the six month period ended 30 June 2022. They have been
prepared in accordance with IAS34 'Interim Financial Reporting'.
They do not include all of the information required in annual
financial statements in accordance with IFRS, and should be read in
conjunction with the financial statements for the period ended 31
December 2021.
4. Basis of preparation and going concern
These interim consolidated financial statements have been
prepared on a going concern basis which the directors believe to be
appropriate. The interim consolidated financial statements are
presented in Pounds Sterling and have been rounded to the nearest
GBP'000.
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.
Adoption of new and revised standards and changes in accounting
policies
There are no new accounting standards which have become
effective from 1 January 2022 that have a significant impact on the
Group's interim condensed consolidated financial statements.
5. Other receivables
Group Company Company Company
6 months 6 months Year ended 6 months
to 30 June to 30 June 31 Dec to 30 June
2022 2022 2021 2021
Unaudited Unaudited Audited Unaudited
Prepayments 23 23 11 1
Sundry debtors 129 129 - 35
VAT recoverable 10 10 26 10
------------ ------------ ------------ ------------
Closing balance 162 162 37 46
------------ ------------ ------------ ------------
The Directors consider that the carrying amount of other
receivables is approximately equal to their fair value.
6. Trade and other payables
Group Company Company Company
6 months 6 months Year ended 6 months
to 30 June to 30 June 31 Dec to 30 June
2022 2022 2021 2021
Unaudited Unaudited Audited Unaudited
Trade payables 30 23 18 2
Accruals 58 58 64 38
------------ ------------ ------------ ------------
Closing balance 89 81 82 40
------------ ------------ ------------ ------------
The Directors consider that the carrying amount of trade
payables approximates to their fair value.
7. Share capital
Group Company Company Company
6 months 6 months Year ended 6 months
to 30 June to 30 June 31 Dec to 30 June
2022 2022 2021 2021
Unaudited Unaudited Audited Unaudited
Allotted, called up and fully
paid share capital 24 8 3 1
------------ ------------ ------------ ------------
Movements in Equity
Number of shares in
issue
Opening Ordinary Shares in issue of GBP0.0001
each 29,345,592
Issue of Ordinary Shares of GBP0.0001 each 52,500,000
Closing New Ordinary Shares in issue of GBP0.0001
each 81,845,592
--------------------
The Company has one class of ordinary shares which carry no
right to fixed income.
8. 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:
Group Company Company Company
6 months 6 months Year ended 6 months
to 30 June to 30 June 31 Dec to 30 June
2022 2022 2021 2021
Unaudited Unaudited Audited Unaudited
Floating interest rate GBP000'
Financial assets and liabilities - - - -
Cash 708 708 99 47
708 708 99 47
------------ ------------ ------------ ------------
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.
9. Related party transactions
There were no related party transactions during the period.
10. 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 period.
During the period the calculation was based on the loss for the
6 month period of GBP Error! Reference source not found. 2,000
(2021: profit of GBP466,000) divided by the weighted number of
ordinary shares 26,908,140, (2021: 1,291,759).
11. Events after the reporting date
There have been no significant events between the end of the
period and the publication of these accounts.
- Ends -
For further information please contact:
URA Holdings plc +44 (0)746 368 6497
Bernard Olivier (CEO) info@uraholdingsplc.co.uk
Jeremy Sturgess-Smith (COO)
Peterhouse Capital Limited
Lucy Williams
Duncan Vasey +44 (0)20 7469 0930
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