t Western Mining Corporation PLC
Grea
Annual Report 2020
Great Western Mining Corporation PLC
Great Western Mining Corporation PLC
Annual Report and Financial Statements
for the year ended 31 December 2020
Registered number: 392620
Great Western Mining Corporation PLC
Great Western Mining Corporation PLC
Annual Report and Financial Statements
For the year ended 31 December 2020
Contents
Page
Directors and Other Information…………………………………………………………………………………
…………..………………………..1
Executive Chairman’s Statement…..….………….…………………………………………………………....
…………………………..………..3
Operations Report…….………………………….…………………….…….…………………………….………….
………………………….…………5
Directors’ Report………………..………….…………………………………………………………………………..
……………..……………………..8
Statement of Directors’ Responsibilities in respect of the Annual Report
and the Financial Statements…………………….……………………..……………………………………..…
…………………………………..16
Independent Auditor’s Report….……………………………………..……………………………………….…
……………………………….….17
Consolidated Income Statement…………………………………………..………………………………….…
………………………….…….…22
Consolidated Statement of Other Comprehensive Income……..….…………………..……….….
…………………………………..23
Consolidated Statement of Financial Position………………..………….…………………………….….
……………………………….….24
Company Statement of Financial Position………………………………….…………………………….….
……………………………….….25
Consolidated Statement of Changes in Equity………………..………….…………………………….….
……………………………….….26
Company Statement of Changes in Equity……………………..………….…………………………….….
……………………………….….28
Consolidated Statement of Cash Flows………………………….………….…………………………….….
……………………………….….30
Company Statement of Cash Flows………………………………..………….…………………………….….
……………………………….….31
Notes to the Financial Statements…………………………………………….…………………………….….
……………………………….….32
Great Western Mining Corporation PLC
Directors and Other Information
For the year ended 31 December 2020
Directors
Registered office
Secretary
Auditor
Bankers
Registrar
1
Brian Hall (Executive Chairman)
Max Williams (Finance Director)
Robert O’Connell (Operations Director)
Andrew Hay (Non-Executive Director)
Alastair Ford (Non-Executive Director)
1 Stokes Place
St. Stephen’s Green
Dublin DO2 DE03
Ireland
Max Williams
KPMG
Chartered Accountants
1 Stokes Place
St. Stephen’s Green
Dublin DO2 DE03
Ireland
HSBC Bank PLC
60 Queen Victoria Street
London EC4N 4TR
United Kingdom
Bank of Ireland
Ross Road
Taghmon
Co. Wexford Y35 XP96
Ireland
Wells Fargo Bank
2070 Idaho Street
Elko
Nevada 89801
U.S.A
Computershare Investor Services (Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin D24 AK82
Ireland
Great Western Mining Corporation PLC
Directors and Other Information (continued)
For the year ended 31 December 2020
Solicitors
AIM Nominated Advisor, Euronext Growth Advisor
and Broker
AIM Joint Broker
John O’Connor Solicitors
168 Pembroke Road
Ballsbridge
Dublin 4
Ireland
ByrneWallace
88 Harcourt Street
Dublin 2
DO2 DK18
Ireland
Davy Corporate Finance
Davy House
49 Dawson Street
Dublin 2
Ireland
Novum Securities Limited
8-10 Grosvenor Gardens
London SW1W 0DH
United Kingdom
ETX Capital
One Broadgate Circle
London EC2M 2QS
United Kingdom
Registered number
392620
Date of incorporation
20 October 2004
Website
www.greatwesternmining.com
2
Great Western Mining Corporation PLC
Executive Chairman’s Statement
For the year ended 31 December 2020
Dear Shareholder,
Herewith your Company’s Annual Report and audited Financial Statements for the year ended 31 December
2020. Great Western is an exploration and development company which does not yet generate commercial
revenues and is reporting a loss for the year of €852,042 (2019: €815,795), net assets of €7,919,625 (2019:
€6,234,087) and net cash of €2,287,172 (2019: €306,675). The Company has no debt apart from current
creditors arising in the normal course of business and is not a party to any disputes.
Great Western explores for and exploits precious and base metals in Mineral County, Nevada, USA where it
operates multiple 100% owned claims and has over 17,000 acres under licence.
During the reporting year we strengthened our cash position through four placings of new shares; acquired an
option to purchase the Olympic Gold Project in Nevada where we have since carried out two separate
geophysical surveys; evaluated spoil heaps at the Mineral Jackpot property and, at the very end of the year,
poured a trial quantity of gold and silver as a pilot scheme for processing operations; doubled the mineralisation
footprint at Mineral Jackpot; and established the potential for gold and silver at the Rock House (‘RH’) group of
claims which have never before been explored or exploited.
At the Annual General Meeting in 2020 we were pleased to welcome two experienced Non-Executive Directors
to the Board who have now been elected by shareholders. Andrew Hay has spent a long career in banking and
finance and is former head of corporate finance at the Edmond de Rothschild in London. He is now a Senior
Adviser at Smith Square Partners, a leading UK corporate finance advisory firm. Alastair Ford has spent his entire
career in or associated with the mining industry, at different times as an analyst, journalist and asset manager.
These two appointees have both previously been directors of listed companies and are making a strong
contribution.
During 2020 our focus was almost entirely on gold and silver. Our target for gold is a resource of 1.5 million
ounces but this is of course subject to the success of our ongoing exploration efforts. We have already
established an inferred and indicated copper resource of 4.28 million tonnes of 0.45% copper for 19,000 tonnes
of contained copper metal at a 0.2% cut-off grade, which represents considerable progress but still falls far short
of an economic resource and requires further capital expenditure. The Company’s current policy is to accelerate
its numerous and more accessible gold and silver prospects, while seeking a strong joint venture partner for
development of the copper potential. We have had two separate approaches from third parties but neither has
met our criteria and we actively continue to seek an appropriate partner. In the meantime, there are no
outstanding work commitments beyond manageable annual lease rentals.
Our three primary gold and silver prospects are (1) the Mineral Jackpot claims on the Black Mountain group,
consisting of five historic mines, which we have managed to link together through mapping and thereby double
the area of potential mineralisation; (2) the RH (Rock House) Group which has never previously been explored
but where we have identified strong indications of gold and silver, carried out trenching, a geophysical survey
and processed small quantities of gold and silver from float material; and (3) the Olympic Gold Project where
we acquired a 4 year purchase option in May 2020 and have since carried out two geophysical surveys which
have allowed us to plan a drilling programme for 2021. More detailed information on all these prospects is to
be found in the operations section of the Annual Report.
New gold mines are not developed overnight and, as an interim measure, we are assessing how to exploit the
numerous spoil heaps from past mine workings at Mineral Jackpot and elsewhere for secondary recovery of
precious metals. At Mineral Jackpot alone there are approximately 38 spoil heaps, estimated to aggregate up
to 12,000 tonnes of material. We set ourselves a challenging target of pouring first precious metal from a pilot
scheme by the end of 2020. This was a difficult exercise, not helped by the pandemic-related trans-Atlantic
travel ban, but at the very end of the year we achieved this objective with only a day or two to spare. We
therefore proved the concept by producing a single small doré bar comprising a mix of gold, silver and some
other minerals and we still have a lot of material left to be processed, as our small team on site is currently multi-
3
Great Western Mining Corporation PLC
Executive Chairman’s Statement (continued)
For the year ended 31 December 2020
tasking over all our projects and our team members in the UK and Ireland continue to face travel restrictions at
the time of writing. A balancing act and careful planning is constantly needed to prioritise the tasks in hand
among only a very few people and to make sure we keep our projects moving ahead. Processing the remaining
material together with additional material from our trenching exercise at RH is work-in-progress.
During the first quarter of 2021 a metallurgical laboratory in the UK carried out a full analysis of a sample load
of spoil heap material from Mineral Jackpot, with an initial calculated grade of 1.26 g/t gold and 434 g/t silver,
and the results of this were announced at the beginning of April. This analysis concluded that gravity separation
of the material will be a viable production method and that a much more complex and expensive cyanide
leaching project, requiring a high level of environmental approvals, would not significantly increase recovery of
precious metals. Under test conditions at the laboratory, material ground to a diameter of 0.35mm liberated
50% of available gold and 40% of available silver. This was further improved when the material was ground to
0.25mm diameter, yielding an enriched concentrate that assayed up to 140 grams gold and 20,000 grams silver
per tonne processed. It is important to stress that while these results are extremely encouraging, they cannot
be directly extrapolated over 38 widely dispersed spoil heaps which may have varying characteristics. However,
we now have sufficient data from which to evaluate a potential production project and have contracted an
independent metallurgical consultant who is preparing specifications and detailed costings.
Looking ahead, with regulatory approvals now in place, we have this month commenced a 10,000-foot drilling
programme with a Reverse Circulation rig which we have under contract. In addition, we have contracted a
much smaller and more easily transportable coring rig for accessing difficult mountainous areas and with these
two units we shall be drilling at all three of our primary gold and silver target areas. Although our main objective
is precious metals, we also aim to drill at least one hole on the M4 prospect with the aim of defining a copper
lead.
Away from field operations, we expect to formulate a workable plan for exploitation of the spoil heaps in the
near future. Our basic 2021 programme was already funded but In March we undertook a placing of new shares
for cash and raised £1 million before transaction expenses which will enable us to expand our programme if our
drilling yields promising results. In addition to our existing assets and the recently acquired Olympic Gold Project
option, we are actively seeking further precious metals opportunities for exploration, to spread our risk and
maximise the opportunity for a company-maker discovery.
Since the year end, we have successfully migrated our share settlement operations from CREST in London to the
Euroclear Bank in Belgium, being a post-Brexit requirement for Irish public companies. This was a complicated
and lengthy exercise which we have managed to achieve at minimum cost and which also required the active
voting participation of shareholders in order to succeed, for whose support we are very grateful.
Details of the Annual General Meeting will be advised to shareholders in the near future.
We have a very active ongoing programme and a number of excellent prospects to work on. We cannot assure
success on all of them but believe we have a wide enough spread of really interesting opportunities to be able
to create real value for Great Western’s shareholders. On behalf of our small, dedicated team, I would like to
thank our wide base of nearly 4,000 underlying shareholders for their continuing support. We will publish
operational updates whenever appropriate throughout the year.
Yours sincerely,
Brian Hall
Executive Chairman
Date: 28 April 2021
4
Great Western Mining Corporation PLC
Operations Report
For the year ended 31 December 2020
Principal activities, strategy and business model
The principal activity of the Group is to explore for and develop gold, silver, copper and other minerals. The
Board aims to increase shareholder value by the systematic evaluation and exploitation of its existing assets in
Mineral County, Nevada, USA and elsewhere as may become applicable.
Great Western’s near-term objective is to develop small scale, short lead-time gold and silver projects which can
potentially be brought into production under the control of the Group.
The Group’s secondary objective is to progress the copper projects which it has already identified and enhanced
through extensive drilling. Such projects have potential for the discovery of large mineralised systems which
can be monetised over the longer term, possibly through joint ventures with third parties.
Business development and performance
During the twelve months ended 31 December 2020, Great Western carried out exploration across its portfolio
of six 100% owned claims groups in Nevada and in May 2020 entered an option agreement over the Olympic
Gold group of claims, increasing the Group’s claim position by 48 claims.
In September 2020 as part of the annual claim renewal procedure, the Group reduced its land position through
the relinquishment of 119 claims in the JS, EM and BM Groups which were considered no longer to have strategic
value to the Group. Following renewal, the land position held by Great Western in Mineral County consists of
728 full and fractional unpatented claims, covering a total land area of approximately 58.9 km².
Review by Project
The Black Mountain Group of Claims
The Black Mountain Group (“BM”) lies on a south-west trending spur ridge of the Excelsior Range of mountains
and comprises 249 full and fractional claims covering approximately 20.7 km².
During 2020, the Company conducted a magnetometer survey over the northern apart of the prospect, around
the former workings of the Mineral Jackpot mine. Results were very encouraging – appearing to show a strong
correlation between magnetic signatures and known vein structures. This should allow for expansion of the
survey into prospective areas where there are currently no known veins in the search for new structures.
During the autumn, a team was organised to collect prospective vein material from numerous spoil heaps that
are scattered around the former workings at Mineral Jackpot. Several tonnes of material were collected and
bought down to a small purpose-built gravity pilot plant erected nearby. 130 kg of this material was split off and
shipped to a professional testing facility in the U.K., to process in conjunction with the bulk of the material. The
U.K. testing facility was engaged to run leaching amenability tests, as well as gravity amenability tests, with work
ongoing at the year end. Of the remaining material, the majority was successfully run through the pilot gravity
circuit, and a small doré bar of precious metal produced with further processing planned for the current year.
As well as precious metals, the copper potential at M2 is significant and the M2 Deep Target is buried far beneath
the existing M2 copper oxide resource which was defined by an earlier geophysical survey. This target could
potentially extend the current copper resource for a further 500m along strike. In 2019 two drill locations were
permitted with the BLM in order to drill test the target and they remain current and valid.
The Olympic Gold Group of Claims
In May, the Company acquired an option to purchase the Olympic Gold Project, a group of 48 claims, located
approximately 50 miles from Great Western’s original concessions but still within Mineral County. The purchase
consideration of $150,000 is spread over four years during which time Great Western has full rights to all data
and to conduct exploration and appraisal work. Great Western may elect to bring forward the closing of the
purchase by early-paying the schedule in full or it may exit the project at any time without penalty and without
completing the payment schedule. Work is in progress on several potential prospects over this 800 acre site.
5
Great Western Mining Corporation PLC
Operations Report (continued)
For the year ended 31 December 2020
The Olympic Gold Group of Claims (continued)
The Olympic Gold Project lies on the northern flanks of the Cedar Mountain Range, on the eastern edge of
Mineral County. It lies within the Walker Lane Fault Belt, at the intersection of two major mineral trends – the
Rawhide-Paradise Peak trend, and the Aurora-Round Mountain Trend. The mineral deposit type at Olympic is of
low sulphidation epithermal banded quartz-gold vein style. Historic production from the former Olympic Gold
Mine totalled approximately 35,000 tonnes, at a grade of 25 g/t gold and 30 g/t silver, in the interwar period of
1918 to 1939. Great Western believes that faulted offsets of the high-grade Olympic Vein still remain to be
discovered in the area and this forms one of the numerous target zones on the prospect.
During 2020 a rock sampling programme verified the historical results provided as part of the option agreement
package, indicating mineralisation to be present across the claim block. A magnetometer survey covering the
sites of the mineralisation was undertaken, leading to the discovery of a further buried target to the east of the
Trafalgar Hill prospect. The magnetics survey also defined an anomaly to the east of the OMCO fault, the target
area containing a projected faulted slice of the Olympic vein.
The RH Group of Claims
The M7 gold-silver prospect lies within the Rock House (“RH”) group of claims. This area is accessible and lends
itself to mining operations but was never mined in the past, its potential having only recently been identified
through satellite imagery. It is a circular structure associated with a magnetic low, adjacent to the prolific
Golconda thrust fault. The area is characterised by intense argillic and sericitic alteration, along with silicification
and oxidation, within basement siltstones and slates.
During 2020 a trenching programme was enacted over the Eastern Shear Zone (“ESZ”) and the Southern
Alteration Zone (“SAZ”), designed to target the anomalies detected in the earlier soil programme. The trenches
were designed to cross-cut the major northwest to southeast structure mapped at the ESZ, and to better expose
the alteration assemblage at the SAZ. Best assays of 1.5m @ 0.23 g/t Au and 1.5m @ 0.1 g/t Au from trench 5 in
the SAZ, within a sheared and altered carbonate unit, intruded by a felsic intrusive, point to the promise of the
area. Although no reportable intercepts were encountered in the trenches excavated in the ESZ, a 10kg float
sample was recovered from near the area of trench 2 and assayed, producing a small prill of gold and silver. A
magnetometer survey was conducted over both the ESZ and the SAZ. Although the survey did not pick up the
main structure at the ESZ, a magnetic high under the alluvium to the east and south of the zone was defined,
potentially indicating a buried intrusive body. The survey over the SAZ showed a broad magnetic low to the east
of the SAZ, running north east to south west, which is likely related to a buried fault structure underneath the
alluvium. This fault may be a range front fault, of which similar structures throughout Nevada are known to host
important gold deposits, or it may be related to the Golconda fault system, an earlier thrust fault system that
hosts the prolific Candelaria silver deposit to the east.
The Huntoon Group of Claims
107 full and 12 fractional claims surround the workings of the historic underground Huntoon gold mine and are
prospective for gold, silver and copper mineralisation. The claims are located on the northwest side of the
Huntoon Valley, covering approximately 10 km2. The Company is actively planning further exploration and in
parallel identifying opportunities for achieving near-term production.
The JS Group of Claims
The M5 gold prospect lies within the JS Group in altered siliceous host rock, exposed beneath Tertiary
volcaniclastics for 1km. Gold, Arsenic and Antimony were all anomalous in samples taken along a north-easterly
crest of the central ridge at M5 and the coincidence of anomalous pathfinder geochemistry and altered
sediments strongly suggests the presence of sediment hosted disseminated gold mineralisation.
The M4 Copper-Gold project also lies within the JS Group. The M4 copper target was identified through
geophysical surveys, soil sampling and mapping of mineralised structures on surface. Great Western believes
6
Great Western Mining Corporation PLC
Operations Report (continued)
For the year ended 31 December 2020
The JS Group of Claims (continued)
that the breccia vein intercepted in hole M4_05, along with other veins mapped at surface, could be offshoot
structures in the roof of a buried sulphide orebody. In 2019 the Group received a drill permit application to
follow up on the exciting discovery in hole M4_05 and remains current.
The EM Group of Claims
The M8 copper prospect lies within the EM Group which contains the historic Eastside Mine where high-grade
copper-oxide ore was mined from shallow underground workings during the First World War. Conoco
investigated Eastside as a copper porphyry prospect in the early 1970’s, identifying mineralisation consisting of
substantial copper and molybdenum values, within a north east trending graben structure. Drilling by Conoco at
the southern end of this structure identified thick successions of alteration, and copper enrichment. They did
no further work to follow up on these results. The Company regards the northerly continuation of this structure
to be a strong target for buried copper mineralisation, which remains untested.
The Tun Group of Claims
The M6 gold-silver prospect lies within the TUN Group. The M6 prospect is a parallel system of multiple, oxide
and sulphide, gold-silver veins and veinlet stockworks. Supergene, high-grade ores have been mined in the past
at M6 and the potential remains for deposits of shallow, oxidised stockworks in the immediate vicinity of the
historic workings.
Summary of 2020 Work Programme
•
Portfolio of claims reorganised by acquiring new claims with precious metals potential and relinquishing
old claims with no remaining potential.
Collection of spoil heap material from the Mineral Jackpot area, and production of a gold and silver bar.
Magnetometer survey over the Mineral Jackpot prospect.
Rock sampling over the Olympic Gold Project.
Magnetometer survey over the Olympic Gold Project.
Trenching and sampling at RH Group.
Magnetometer survey at RH Group.
•
•
•
•
•
•
Forward to 2021
2021 is scheduled to be a busy and exciting year for Great Western, although the ongoing impact of Covid-19
may cause continued challenges, given the overriding need to safeguard the Company’s employees and
contractors and to comply fully with all government directives. Numerous precious metal targets have been
identified from the 2020 field campaigns where drilling activities will commence on the most promising of these
as soon as applications for surface disturbance works have been approved. Approval for drilling at the Olympic
project was granted in April 2021, with a drill rig mobilising shortly after. Drilling is also taking place at the M4
copper project, with a light drill rig currently set up on one of the eastern drill pads. At the other prospects, rock
and soil sampling will be continued to identify future targets with a view to accelerating their exploitation. A
contract for a Reverse Circulation rig has been signed and a 10,000 feet (3,000 metre) programme is due to
commence at the beginning of the second quarter, starting at the Olympic property. A lighter, easily deployable
rig has also been identified and signed up with a capability of drilling up to 90 feet and the Company is upgrading
this to increase its capability to 200 feet. On the processing side, the Company will process more material
through gravity separation and work on developing a longer-term processing facility, the specifications of which
will be designed with the help of specialist consultants once the laboratory analysis has been definitively
completed.
William Cooper
Vice-President, Exploration
Date: 28 April 2021
7
Great Western Mining Corporation PLC
Directors’ Report
For the year ended 31 December 2020
The Directors present their report and audited financial statements for the year ended 31 December 2020 of
Great Western Mining Corporation PLC (“the Company”) and its subsidiaries (“the Group”).
Principal activity, business review and future developments
The Company is listed on the Euronext Growth Market of Euronext Dublin and the Alternative Investment
Market (“AIM”) of the London Stock Exchange.
The Group’s principal activity is the exploration for and mining of copper, silver, gold and other minerals in
Nevada, U.S.A. During the year, expenditure of €196,982 (2019: €206,736) was incurred on the Group’s
exploration assets including costs associated with the retention of the claims held by the Group.
The Directors have reviewed the financial position of the Group as at 31 December 2020 and expect that it will
be in a position to continue its planned activities for the foreseeable future.
Results and dividends
The consolidated income statement for the year ended 31 December 2020 and the consolidated statement of
financial position as at that date are set out on page 22 and 24 respectively. The loss for the year amounted to
€852,042 (2019: €815,795).
All exploration and development costs to date have been deferred and no transfer to distributable reserves or
dividends is recommended by the Directors (2019: €Nil).
Directors and Secretary and their interests
At the Annual General Meeting held on 14 July 2020, Alastair Ford and Andrew Hay were elected to the Board.
In accordance with the articles of association, Brian Hall and Max Williams retire from the Board by rotation and
being eligible, offer themselves for re-election.
The Directors who held office at 31 December 2020 had no beneficial interests in any of the shares of the
Company and Group companies other than Ordinary Shares in Great Western Mining Corporation PLC as follows:
Director
Brian Hall
Alastair Ford
Andrew Hay
Robert O’Connell
Max Williams
(* Or date of appointment.)
Number of ordinary shares
28 Apr 2020
31 Dec 2020
31 Dec 2019*
71,000,200
-
10,000,000
21,670,490
46,250,000
71,000,200
-
10,000,000
21,670,490
46,250,000
48,000,200
-
-
21,670,490
31,250,000
The Group operates a directors’ share option scheme and in addition to the interests disclosed above certain
directors have options to acquire ordinary shares of €0.0001 each in Great Western Mining Corporation PLC.
The Directors who held office at 31 December 2020 had the following beneficial interests in options over the
Company’s Ordinary shares:
8
Great Western Mining Corporation PLC
Directors’ Report (continued)
For the year ended 31 December 2020
Directors and Secretary and their interests (continued)
Name of Director
Alastair Ford
Brian Hall
Andrew Hay
Robert O’Connell
Max Williams
Holding at 1
January 2020
Granted
during the
year
Exercised
during the
year
Holding at 31
December
2020
-
10,666,667
-
17,000,000
-
-
9,000,000
-
9,000,000
9,000,000
-
-
-
-
-
-
19,666,667
-
26,000,000
9,000,000
Weighted
average
exercise
price
-
£0.0056
-
£0.0069
£0.0009
For the purposes of Section 305 of the Companies Act 2014 (Ireland), the aggregate gains by Directors on the
exercise of share options during the year ended 31 December 2020 was €nil (2019: €nil).
Under the terms of a placing on 13 November 2019, the Company granted warrants to placees in the ratio of
one warrant for one Ordinary share subscribed for in the placing. Certain Directors participated in the placing
and those Directors that held office at 31 December 2020 had the following beneficial interest in warrants over
the Company’s Ordinary shares:
Name of Director
Brian Hall
Max Williams
Holding at 1
January 2020
31,250,000
31,250,000
Granted
during the
year
Exercised
during the
year
Holding at 31
December
2020
-
-
-
-
31,250,000
31,250,000
The warrants have an exercise price of Stg 0.16 pence per ordinary share and may be exercised at any time up
until the third anniversary of the date of the placing, being 13 November 2022.
Transactions involving Directors
There have been no contracts or arrangements of significance during the year in which Directors of the Company
had an interest other than as disclosed in note 19 to the financial statements.
Significant shareholders
As of the date of this report, the following shareholders held 3% or more of the issued ordinary share capital of
the Company:
Andrew Webley
Number of
shares
Per cent
116,846,960
3.27%
The Directors are not aware of any other legal or beneficial shareholder with a holding of 3% or more of the
share capital of the Company.
Share price
The share price movement in the year ranged from a low of €0.0010/£0.0008 to a high of €0.0040/£0.0.0033
(2019: €0.00160/£0.00105 to €0.00700/£0.00585). The share price at the year-end was €0.0025/£0.0022 (2019:
€0.00200/£0.00125).
9
Great Western Mining Corporation PLC
Directors’ Report (continued)
For the year ended 31 December 2020
Principal risks and uncertainties
The Board regularly reviews the risks to which the Group is exposed and ensures through its meetings and
regular reporting that these risks are minimised as far as possible.
Main trends and factors likely to impact future business performance
The Group considers the general commodity cycle to be the key trend and factor that is likely to impact future
business performance. The prices of silver and copper have risen strongly during the 2020. The gold price also
rose during the first half of the year and although it has since declined remains higher than the start of the year.
The Board maintains a longer-term positive outlook for copper and precious metal fundamentals because:
•
•
•
Global mine supply remains constrained – declining grade and continued project deferrals forecast going
forward.
Further demand growth upside forecast through electric vehicles, renewable energy and infrastructure
investment.
Future base demand will not be met without significant investment and these investments take time to
come to market.
The principal risks and uncertainties facing the Group at this stage in its development and in the foreseeable
future are detailed below together with risk mitigation strategies employed by the Board:
Mineral exploration - Mineral exploration is a high-risk activity and there can be no guarantee that the Group
will identify a mineral resource that can be extracted economically.
•
•
•
The Board regularly reviews the exploration and development programmes.
Activities are focused in Nevada, a jurisdiction that represents relatively low political and operational risk.
Exploration work is conducted on a systematic basis, using modern geochemical and geophysical
techniques and various drilling methods.
Resource risk - All mineral projects have risk associated with defined grade and continuity. Mineral reserves are
always subject to uncertainties in the underlying assumptions which include geological projection and price
assumptions.
•
•
At the appropriate time resources and reserves are estimated by independent specialists on behalf of the
Group in accordance with accepted industry standards and codes. The Group currently reports resources
in accordance with the JORC (2012) code.
The directors are realistic in the use of metal and mineral price forecasts and impose rigorous practices
in the QA/QC programmes that support its independent estimates.
Commodity price risk - The principal commodities that are the focus the Group’s exploration and development
efforts are subject to highly cyclical patterns in global demand and supply and consequently the price of those
commodities is highly volatile.
•
The Board consistently reviews commodity prices and trends for its key projects throughout the
development cycle.
Recruitment and Retention of Staff - the Group’s ability to execute its strategy is dependent on the skills and
abilities of its people.
•
The Board undertakes initiatives to foster good staff engagement and ensure that remuneration packages
are competitive in the market.
10
Great Western Mining Corporation PLC
Directors’ Report (continued)
For the year ended 31 December 2020
Main trends and factors likely to impact future business performance (continued)
Covid-19 - the Directors monitor the impact of Covid-19 and have adapted the work programme and work
practices so that the Group is able to execute its strategy in a timely manner. The continuing impact of Covid-
19 could restrict the Company’s ability from time to time to conduct its work programme.
•
•
The Board abides by governmental direction to combat Covid-19.
To enable work on the Group’s assets, Great Western contracts local service providers to perform work
overseen by the Group’s management. This has enabled much of the work programme to be performed
although some elements are delayed until the Group’s own staff can be on site.
Occupational health and safety - the Group’s exploration activities are conducted in an extremely remote area
of Nevada.
•
•
•
The Operations Director has been given specific responsibility for health and safety in the field.
Every employee of the Group is committed to promoting and maintaining a safe working environment.
The Board regularly reviews occupational health and safety policies and compliance with those policies.
Foreign exchange- Although the reporting currency is the Euro, which is the functional currency of the Company,
the Group incurs expenditure in foreign currencies in the countries in which it operates. The Company may also
undertake fundraising activities in local currencies, thus creating foreign currency exposure.
Corporate governance
The Directors of Great Western Mining Corporation PLC recognise the importance of good corporate governance
and apply the Quoted Companies Alliance Corporate Governance Code (“QCA Code”). The QCA Code was
developed by the QCA in consultation with several significant institutional small company investors. The
underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the
company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders
over the longer term”. Further details of how the Company complies with the QCA code are available on the
Company’s website. The Directors anticipate that, whilst the Company will continue to comply with the QCA
Code, given the Group’s size, and plans for the future, it will also endeavour to have regard to the provisions of
the UK Corporate Governance Code as best practice guidance to the extent appropriate for a company of its size
and nature.
The Board
The Board is responsible for the supervision and control of the Group and is accountable to the shareholders.
The Board has reserved decision-making rights on a variety of matters including determining and monitoring
business strategy for the Group; evaluating exploration opportunities and risks; approving all capital expenditure
on exploration assets; approving budgets and monitoring performance against budgets; monitoring risks and
controls; reviewing and monitoring executive management performance and considering and appointing new
Directors and Company Secretary.
The Board currently has three executive Directors and two Non-Executive Directors, who were elected to the
Board at the Annual General Meeting on 14 July 2020 which addressed the Company’s non-compliance with the
QCA Code requiring a company to appoint two independent non-executive Directors. The Company currently
does not comply with the QCA Code as the roles of chief executive officer and non-executive chairman are not
separate with the Company having appointed Mr Hall as Executive Chairman. The Board considers this
appropriate for the short-term but has the matter under review. Mr Hay has been appointed the Senior
Independent Non-Executive Director.
11
Great Western Mining Corporation PLC
Directors’ Report (continued)
For the year ended 31 December 2020
There is an agreed procedure for Directors to take independent legal advice. The Company Secretary is
responsible for ensuring that the Board procedures are followed and all Directors have direct access to the
Company Secretary.
The Board met formally on seven occasions during the year ended 31 December 2020 to discuss scheduled
matters for consideration by the Board. The Board met on a further twelve occasions to approve specific matters
including the migration of the share settlement system from CREST to Euroclear Bank, and the issue of new
shares in accordance with placings and the exercise of share warrants. An agenda and supporting
documentation are circulated in advance of each meeting. All the Directors bring independent judgement to
bear on issues affecting the Group and all have full and timely access to information necessary to enable them
to discharge their duties. The Directors have a wide and varying array of experiences in the extractive industries.
Each year, under the terms of the Articles of Association of the Company, at least one third of the Directors
retire from the Board by rotation and every Director is subject to this rule. All new Directors appointed since the
previous annual general meeting are required to seek election at the next annual general meeting. The Directors
required to seek re-election at the forthcoming annual general meeting are Brian Hall and Max Williams.
Board committees
The Board has implemented a committee structure to assist in the discharge of its responsibilities. All
committees have written terms of reference setting out their authority and duties.
Audit committee
The Audit Committee comprised Brian Hall (Executive Chairman) and Robert O’Connell (Operations Director)
until 14 July 2020 and from then the Non-executive Directors, Andrew Hay (as Chairman of the Committee) and
Alastair Ford. The Committee may examine any matters relating to the financial affairs of the Group and the
Group’s audit. These includes reviews of the published financial statements and announcements, internal
control procedures, accounting procedures, accounting policies, the appointment, independence, objectivity,
terms of reference and fees of external auditors and such other related functions as the Board may require.
The Audit Committee met twice during the year. The Audit Committee reviews the necessity for an internal audit
function. Based on the scale of the Group’s operations and close involvement of the Board and senior
management in setting and monitoring controls, the Audit Committee is satisfied that an internal audit function
is not currently required.
Nomination committee
The Nomination Committee, which comprised Robert O’Connell (Operations Director) and Max Williams
(Finance Director) until 14 July 2020 and then Brian Hall (Chairman of the Committee) and the Non-Executive
Directors, Alastair Ford and Andrew Hay. The Committee meets at least once every year to lead the formal
process of rigorous and transparent procedures for Board and Senior Management appointments and to make
recommendations to the Board in accordance with best practice and other applicable rules and regulations,
insofar as they are appropriate to the Group at this stage in its development. Following the changes in executive
management in November 2019, the Committee undertook a process to identify suitable non-executive
directors and recommended the appointments of Andrew Hay and Alastair Ford at the 2020 Annual General
Meeting.
Remuneration committee
The Remuneration Committee comprised of Robert O’Connell (Executive Director) and Max Williams (Finance
Director) until 14 July 2020 and from then the Non-Executive Directors, Alastair Ford (Chairman of the
Committee) and Andrew Hay. The Committee determines the terms and conditions of employment and annual
remuneration of the Executive Directors. It takes into consideration external data and comparative third-party
remuneration and has access to professional advice outside the Group.
12
Great Western Mining Corporation PLC
Directors’ Report (continued)
For the year ended 31 December 2020
Remuneration committee (continued)
The key policy objectives of the Remuneration Committee in respect of the Company’s executive Directors are:
•
•
To ensure that individuals are fairly rewarded for their personal contributions to the Group’s overall
performance; and
To act as the committee ensuring that due regard is given to the interest of the Company’s shareholders
and to the financial and commercial health of the Group.
Directors’ remuneration during the year ended 31 December 2020, excluding share-based payments was as
follows:
Executive Directors’ remuneration
Brian Hall (from 14 November 2019)
David Fraser (resigned 13 November 2019)
Melvyn Quiller (retired 13 November 2019)
Robert O’Connell
Max Williams (appointed 13 November 2019)
Total executive Directors’ remuneration
Non-executive Director fees
Brian Hall (until 13 November 2019)
Alastair Ford (appointed 14 July 2020)
Andrew Hay (appointed 14 July 2020)
Total non-executive Director’s fees
2020
€
56,199
-
-
52,000
56,526
164,725
-
6,185
6,185
12,370
2019
€
-
71,819
52,195
39,491
-
163,505
31,593
-
-
31,593
Total Directors’ remuneration
177,095
195,098
In conjunction with the Placing on 13 November 2019, Brian Hall, Robert O’Connell and Max Williams waived
their remuneration from the date of the Placing to 31 December 2019.
In addition to Non-Executive Directors’ fees, Alastair Ford and Andrew Hay are each contracted with GWM
Operations Limited to provide consulting services for marketing and corporate finance respectively for which
each received €6,185 in the period.
Shareholders
There is regular dialogue with shareholders and presentations are posted to the Company’s website from time
to time.
The Board encourages communication with shareholders throughout the year and welcomes their participation
at general meetings subject to Covid-19 restrictions. Where possible, all Board members attend the annual
general meeting and are available to answer questions. Separate resolutions are proposed on substantially
different issues and the agenda of business to be conducted at the annual general meeting includes a resolution
to receive and consider the annual report and financial statements. The Chairman of each of the Board’s
committees is available at the annual general meeting.
The Board regards the annual general meeting as an important opportunity for shareholders, Directors and
management to meet and exchange views. Notice of the annual general meeting together with the annual report
and financial statements is sent to shareholders in accordance with the articles of association of the Company
and details of the proxy votes for and against each resolution are announced after the result of the votes.
13
Great Western Mining Corporation PLC
Directors’ Report (continued)
For the year ended 31 December 2020
Internal control
The Directors have overall responsibility for the Group’s system of internal controls and the setting of
appropriate policies on these controls. The Board regularly assures itself that the system is functioning and is
effective in managing business risk. This system includes financial controls which enable the Board to meet its
responsibilities for the integrity and accuracy of the Group’s accounting records.
The key features of the system of internal controls are the following:
•
•
•
•
•
•
•
•
Budgets are prepared for approval by executive management and inclusion in a Group budget approved
by the Board;
Expenditure and income are regularly compared to previously approved budgets;
The Board establishes exploration and commodity risk policies as appropriate, for implementation by
executive management;
All commitments for expenditure and payments are compared to previously approved budgets and are
subject to approval by personnel designated by the Board or by the Board of subsidiary companies;
Regular management meetings take place to review financial and operational activities;
Cash flow forecasting is performed on an ongoing basis to ensure efficient use of cash resources;
Regular financial results are submitted to and reviewed by the Board; and
The Directors, through the audit committee, consider the effectiveness of the Group’s system of internal
financial control on an ongoing basis.
Political and charitable donations
The Company did not make any political or charitable donations during the year (2019: €Nil).
Going concern
The financial statements of the Group and Parent Company are prepared on a going concern basis.
In order to assess the appropriateness of the going concern basis in preparing the financial statements for the
year ended 2020, the Directors have considered a time period of at least twelve months from the date of
approval of these financial statements.
The Group incurred an operating loss during the year ended 31 December 2020. As the Group is not generating
revenues, an operating loss is expected for the next twelve months. However at the balance sheet date, the
Group had cash and cash equivalents amounting to €2.29 million and has raised approximately €1.18 million in
2021 which the Board considers will enable the Group to meet continuing operating expenditure and the
planned work programme.
The future of the Company is dependent on the successful outcome of its exploration activities and
implementation of revenue-generating operations. The Directors believe that the Group’s ability to make
additional capital expenditure on its claims interests in Nevada can be assisted if necessary by raising additional
capital or from future revenues. The Directors have taken into consideration the Company’s successful
completion of placings and the exercise of warrants by warrant holders during 2020 and 2021 to provide
additional cash resources.
The Directors concluded that the Group will have sufficient resources to continue as a going concern for the
period of assessment period of not less than 12 months from the date of approval of the consolidated financial
statements without material uncertainties. Accordingly the consolidated financial statements have been
prepared on a going concern basis and do not include any adjustments that would be necessary if this basis were
inappropriate.
14
Great Western Mining Corporation PLC
Directors’ Report (continued)
For the year ended 31 December 2020
Post balance sheet events
On 21 January 2021, the Company completed the issue of 15,000,000 new ordinary shares following the exercise
of warrants granted in conjunction with the placing in July 2020. The exercise price was £0.0020 (€0.0018) per
ordinary share, raising gross proceeds of £30,000 (€55,427).
On 12 February 2021, the Company completed the issue of 31,250,000 new ordinary shares following the
exercise of warrants granted in conjunction with the placing in November 2019. The exercise price was £0.0016
(€0.0018) per ordinary share, raising gross proceeds of £50,000 (€56,978).
On 15 February 2021, the Company completed the issue of 6,000,000 new ordinary shares following the exercise
of options granted in April 2020. The exercise price was £0.009 (€0.0010) per ordinary share, raising gross
proceeds of £5,400 (€6,191).
At an Extraordinary General Meeting held on 17 February 2021, the shareholders approved the migration of the
Company’s share settlement system from CREST to Euroclear Bank in accordance with the Migration of
Participating Securities Act 2019. The estimated cost of the migration is €70,000.
On 19 March 2021, the Company signed a Placing Agreement for the issue of 454,545,455 new Ordinary Shares
of €0.0001 each at a price of 0.22 pence each, raising £1 million (€1,153,429) before transaction expenses. In
addition, the Company is granting 227,272,727 warrants with an exercise price of 0.30 pence per share based
on a ratio of one warrant for every two new Ordinary shares being issued, together with a further 22,727,272
warrants with an exercise price of 0.22 pence per share to be granted to Novum Securities Limited acting as
broker. The new shares were issued on 13 April 2021.
Accounting records
The Directors believe that they have complied with the requirements of Sections 281 to 285 of the Companies
Act 2014 with regard to the maintenance of adequate accounting records by employing personnel with
appropriate expertise and by providing adequate resources to the financial function. The accounting records of
the Company are maintained at 41 Ewell Downs Road, Epsom, United Kingdom.
Directors’ Compliance Statement
The Directors, in accordance with Section 225(2) of the Companies Act 2014, acknowledge that they are
responsible for securing the Company’s compliance with certain obligations specified in that section arising from
the Companies Act 2014, and tax laws (‘relevant obligations’). The Directors confirm that:
•
•
•
A compliance policy statement has been drawn up setting out the Company’s policies that in their opinion
are appropriate with regard to such compliance;
Appropriate arrangements and structures have been put in place that, in their opinion, are designed to
provide reasonable assurance of compliance in all material respects with those relevant obligations; and
A review has been conducted, during the financial year, of those arrangements and structures.
Relevant audit information
The Directors believe that they have taken all steps necessary to make themselves aware of any relevant audit
information and have established that the Group’s statutory auditors are aware of that information. In so far as
they are aware, there is no relevant audit information of which the Group’s statutory auditors are unaware.
Auditors
Pursuant to Section 383(2) of the Companies Act 2014, the auditor, KPMG, Chartered Accountants, will continue
in office.
For and on behalf of the Board
Brian Hall
Executive Chairman
Date: 28 April 2021
15
Max Williams
Finance Director
Great Western Mining Corporation PLC
Statement of Directors’ Responsibilities in respect of the Annual Report and the Financial Statements
For the year ended 31 December 2020
The directors are responsible for preparing the annual report and the Group and Company financial statements
in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and Company financial statements for each financial year.
As required by the AIM/ESM Rules, they are required to prepare the Group financial statements in accordance
with IFRS as adopted by the EU. The directors have elected to prepare the Company financial statements in
accordance with IFRS as adopted by the EU and as applied in accordance with the Companies Act 2014.
Under company law the directors must not approve the Group and Company financial statements unless they
are satisfied that they give a true and fair view of the assets, liabilities and financial position of the Group and
Company and of the Group’s profit or loss for that year. In preparing each of the Group and Company financial
statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
•
• make judgements and estimates that are reasonable and prudent;
•
state whether applicable Accounting Standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
assess the Group and Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern; and
use the going concern basis of accounting unless they either intend to liquidate the Group or Company
or to cease operations, or have no realistic alternative but to do so.
•
•
The directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy
at any time the assets, liabilities, financial position of the Group and Company and the profit and loss of the
Group and which enable them to ensure that the financial statements comply with the provision of the
Companies Act 2014. The directors are also responsible for taking all reasonable steps to ensure such records
are kept by its subsidiaries which enable them to ensure that the financial statements of the Group comply with
the provisions of the Companies Act 2014. They are responsible for such internal controls as they determine are
necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error, and have a general responsibility for safeguarding the assets of the Company and the
Group, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also responsible for preparing a directors’ report that complies with the requirements of the
Companies Act 2014.
The directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company's website. Legislation in the Republic of Ireland governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.
On behalf of the Board
Brian Hall
Executive Chairman
Date: 28 April 2021
Max Williams
Finance Director
16
Great Western Mining Corporation PLC
Independent Auditor’s Report to the Members of Great Western Mining Corporation PLC
For the year ended 31 December 2020
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Great Western Mining Corporation plc (‘the Company’) and its
consolidated undertakings (‘the Group’) for the year ended 31 December 2020 set out on pages 22 to 55, which
comprise the Consolidated Income Statement, the Consolidated Statement of Other Comprehensive Income,
the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements
of Changes of Equity, the Consolidated and Company Statements of Cashflows and related notes, including the
summary of significant accounting policies set out in note 1. The financial reporting framework that has been
applied in their preparation is Irish Law and International Financial Reporting Standards (IFRS) as adopted by
the European Union.
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the assets, liabilities and financial position of the
Group and Company as at 31 December 2020 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with IFRS as adopted by the
European Union;
the Company financial statements have been properly prepared in accordance with IFRS as adopted by
the European Union, as applied in accordance with the provisions of the Companies Act 2014; and
the Group and Company financial statements have been properly prepared in accordance with the
requirements of the Companies Act 2014.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) 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 have fulfilled our ethical responsibilities
under, and we remained independent of the Group in accordance with ethical requirements that are relevant
to our audit of financial statements in Ireland, including the Ethical Standard issued by the Irish Auditing and
Accounting Supervisory Authority (IAASA), as applied to listed entities.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 Group’s and Company’s ability to continue to adopt the going concern basis of accounting
included considering the inherent risks to the Group’s and Company’s business model and analysing how those
risks might affect the Group’s and Company’s financial resources or ability to continue operations over the going
concern period.
17
Great Western Mining Corporation PLC
Independent Auditor’s Report (continued)
For the year ended 31 December 2020
We evaluated the going concern assessment by carrying out the following procedures among others:
• Obtained and inspected management’s cash flow forecasts;
•
Evaluated and challenged the key assumptions used by management in performing the cash flow
forecasts;
• Obtained and inspected management’s going concern paper which outlines the status of the various
factors impacting on going concern, the risks attaching to the various potential outcomes and the likely
future developments.
• Obtained and inspected relevant correspondence between the group and third parties to support the
•
assumptions made by management in its going concern paper.
Inspected the accounting treatment and disclosures in the annual report in accordance with accounting
requirements.
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 Group or the Company’s ability to
continue as a going concern for a period of at least twelve months from the date when the financial statements
are authorised for issue.
Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit
of the financial statements and include the most significant assessed risks of material misstatement (whether or
not due to fraud) identified by us, 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.
We have determined the matter described below to be the key audit matter to be communicated in our report.
18
Great Western Mining Corporation PLC
Independent Auditor’s Report (continued)
For the year ended 31 December 2020
Group Audit Matter
In arriving at our Group audit opinion above, the key audit matter was as follows: (unchanged from 2019):
Valuation of exploration and evaluation intangible assets (“E&E Assets”) €5,898,940 (2019: €6,106,347)
Refer to note 1 (accounting policy) on page 34 and note 11 (financial disclosures) on page 44.
The key audit matter
E&E assets comprise the Group’s interest
in mining claims in Nevada, U.S. The
carrying value of
interests
amounted to €5.9 million as at 31
December 2020 (31 December 2019:
€6.1 million)
these
There is a significant risk in relation to
the recoverability of the E&E assets
given the judgement in determining
whether an indication of impairment
exists.
How the matter was addressed in our audit
Our procedures over the valuation of the Group’s E&E assets
included, but were not limited to:
• We obtained and inspected management’s impairment
paper and considered the existence of impairment;
• We obtained and
inspected claim correspondence
between the Group and Nevada Authorities and agreed
payment of annual claim maintenance fees to supporting
documentation;
• We inspected a copy of the entity’s budget to determine
if substantive expenditure is planned on each of the claim
areas. We compared the budget received for the purpose
of this analysis with the entity’s cash flows provided for
other analysis on the file to determine if it is consistent
and considered the ongoing activities at each of the claim
areas.
• We considered if there was any contradictory evidence to
management’s assessment that they are not planning to
discontinue activities on the respective sites through
review of board minutes, press releases and search of
media;
• We have inspected company announcements relating to
operational updates which have been released by the
company during 2020 and 2021. We inspected details of
management's plans for continued exploration in each of
the claim sites
• We challenged management through discussions on the
possibility of additional indicators including in assessing
whether the entity has sufficient cash to fund future
planned or budgeted substantive exploration from
inspection of their cashflow forecast and the entity’s
capacity to raise cash.
• We tested the design and implementation of the controls
management have to identify indicators of impairment.
We found no material misstatements arising from our
procedures.
Company Audit Matter
Due to the nature of the Parent Company’s activities, we consider that there are no key audit matters that we
are required to communicate in accordance with the ISAs (Ireland). We continue to perform procedures over
cash balances. However, given cash balances represents only 3% of total assets, we have not assessed this as
one of the most significant risks in our current year audit and, therefore it is not separately identified in our
report this year.
19
Great Western Mining Corporation PLC
Independent Auditor’s Report (continued)
For the year ended 31 December 2020
Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements was set at €62,500 (2019: €32,600), determined with reference
to a benchmark of total assets of which it represents approximately 0.75% (2019: 0.5%). We consider total assets
to be the most appropriate benchmark as it reflects the nature of the business as a mining entity at the
exploration and evaluation stage of its lifecycle.
We report to the audit committee all corrected and uncorrected audit misstatements identified in our audit with
a value in excess of €3,000 (2019: €1,650) in addition to any identified misstatements below that level that we
believe warrant reporting on qualitative grounds.
Materiality for the Company financial statements as a whole was set at €50,000 (2019: €24,500), determined by
reference to a benchmark of the Company’s total assets of which it represents approximately 0.75% (2019:
0.5%).
We applied materiality to assist us determine what risks were significant risks and the procedures to be
performed.
The accounting records of each of the Group’s subsidiaries are maintained in London. All audit work was
conducted by the Group audit team and covered 100% of the Group’s loss for the financial year and 100% of
Group total assets.
Other information
The directors are responsible for the preparation of the other information presented in the Annual Report
together with the financial statements. The other information comprises the information included in the
Executive Chairman’s Statement, the Operations report and the Directors’ report.
The financial statements and our auditor’s report thereon do not comprise part of the other information. Our
opinion on the financial statements does not cover the other information and, accordingly, we do not express
an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial
statements audit work, the information therein is materially misstated or inconsistent with the financial
statements or our audit knowledge. Based solely on that work we have not identified material misstatements in
the other information.
Based solely on our work on the other information undertaken during the course of the audit, we report that:
• we have not identified material misstatements in the directors’ report;
•
in our opinion, the information given in the directors’ report is consistent with the financial statements;
and
in our opinion, the directors’ report has been prepared in accordance with the Companies Act 2014.
•
Our opinions on other matters prescribed the Companies Act 2014 are unmodified
We have obtained all the information and explanations which we consider necessary for the purpose of our
audit.
In our opinion, the accounting records of the Company were sufficient to permit the financial statements to be
readily and properly audited and the Company’s financial statements are in agreement with the accounting
records.
20
Great Western Mining Corporation PLC
Independent Auditor’s Report (continued)
For the year ended 31 December 2020
We have nothing to report on other matters on which we are required to report by exception
The Companies Act 2014 requires us to report to you if, in our opinion:
•
the disclosures of directors’ remuneration and transactions required by Sections 305 to 312 of the Act
are not made.
We have nothing to report in this regard.
Respective responsibilities and restrictions on use
Directors’ responsibilities
As explained more fully in their statement set out on page 16, the directors are responsible for: the preparation
of the financial statements including being satisfied that they give a true and fair view; such internal control as
they determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error; assessing the Group and 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 they either intend to liquidate the Group or the Company or to cease operations, or have 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 (Ireland) 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.
A fuller description of our responsibilities is provided on IAASA’s website at:
http://www.iaasa.ie/Publications/Auditing-standards/International-Standards-on-Auditing-for-use-in-
Ire/Description-of-the-auditor-s-responsibilities-for.
The purpose of our audit work and to whom we owe our responsibilities
Our report is made solely to the Company’s members, as a body, in accordance with Section 391 of the
Companies Act 2014. Our audit work has been undertaken so that we might state to the Company’s members
those matters we are required to state to them 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, as a body, for our audit work, for this report, or for the opinions we have formed.
Eamon Dillon
for and on behalf of
KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place,
St. Stephens Green,
Dublin DO2 DE03,
Ireland
Date: 28 April 2021
21
Great Western Mining Corporation PLC
Consolidated Income Statement
For the year ended 31 December 2020
Continuing operations
Administrative expenses
Finance income
Loss for the year before tax
Income tax expense
Loss for the financial year
Loss attributable to:
Equity holders of the Company
Notes
2020
€
2019
€
4
5
7
(852,270)
228
(852,042)
(816,990)
1,195
(815,795)
-
(852,042)
-
(815,795)
(852,042)
(815,795)
Loss per share from continuing operations
Basic and diluted loss per share (cent)
8
(0.001)
(0.001)
All activities derived from continuing operations. All losses are attributable to the owners of the Company.
The accompanying notes on page 32 to 55 form an integral part of these financial statements.
22
Great Western Mining Corporation PLC
Consolidated Statement of Other Comprehensive Income
For the year ended 31 December 2020
Loss for the financial year
(852,042)
(815,795)
Notes
2020
€
2019
€
Other comprehensive income
Items that are or may be reclassified to profit or loss:
Currency translation differences
Total comprehensive expense for the financial year
attributable to equity holders of the Company
(512,730)
(512,730)
87,052
87,052
(1,364,772)
(728,743)
The accompanying notes on page 32 to 55 form an integral part of these financial statements.
23
Great Western Mining Corporation PLC
Consolidated Statement of Financial Position
For the year ended 31 December 2020
Assets
Non-current assets
Property, plant and equipment
Intangible assets
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity
Capital and reserves
Share capital
Share premium
Share based payment reserve
Foreign currency translation reserve
Retained earnings
Attributable to owners of the Company
Total equity
Liabilities
Current liabilities
Trade and other payables
Total current liabilities
Total liabilities
Total equity and liabilities
Notes
2020
€
2019
€
10
11
12
13
15
15
16
66,612
5,898,940
5,965,552
76,556
6,106,347
6,182,903
99,904
2,287,172
2,387,076
94,943
306,675
401,618
8,352,628
6,584,521
307,071
12,543,606
559,420
21,173
(5,511,645)
7,919,625
112,205
9,687,151
435,962
533,903
(4,535,134)
6,234,087
7,919,625
6,234,087
14
433,003
433,003
350,434
350,434
433,003
350,434
8,352,628
6,584,521
The accompanying notes on page 32 to 55 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 28 April 2021 and signed on its behalf by:
Brian Hall
Executive Chairman
Max Williams
Finance Director
24
Great Western Mining Corporation PLC
Company Statement of Financial Position
For the year ended 31 December 2020
Assets
Non-current assets
Investments in subsidiaries
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity
Capital and reserves
Share capital
Share premium
Share based payment reserve
Foreign currency translation reserve
Retained earnings
Attributable to owners of the Company
Total equity
Liabilities
Current liabilities
Trade and other payables
Total current liabilities
Total liabilities
Total equity and liabilities
Notes
2020
€
2019
€
9
12
13
15
15
16
500,001
500,001
500,001
500,001
7,638,603
1,990,851
9,629,454
7,359,367
269,704
7,629,071
10,129,455
8,129,072
307,071
12,543,606
559,420
(295,873)
(3,442,381)
9,671,843
112,205
9,687,151
435,962
296,111
(2,833,559)
7,697,870
9,671,843
7,697,870
14
457,612
457,612
431,202
431,202
457,612
431,202
10,129,455
8,129,072
The accompanying notes on page 32 to 55 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 28 April 2021 and signed on its behalf by:
Brian Hall
Executive Chairman
Max Williams
Finance Director
25
Great Western Mining Corporation PLC
Consolidated Statement of Changes in Equity
For the year ended 31 December 2020
Share
capital
€
Share
premium
€
Share
based
payment
reserve
€
Foreign
currency
translation
reserve
€
Retained
earnings
€
Total
€
Balance at 1 January 2019
67,767
9,491,437
279,739
446,851
(3,707,653)
6,578,141
Comprehensive income for the
year
Loss for the year
Currency translation
differences
Total comprehensive income
for the year
Transactions with owners,
recorded directly in equity
Shares issued
Share warrants granted
Share options charge
Total transactions with
owners, recorded directly in
equity
-
-
-
-
-
-
-
-
-
-
(815,795)
(815,795)
87,052
-
87,052
87,052
(815,975)
(728,743)
44,438
-
-
371,003
(175,289)
-
-
-
156,223
44,438
195,714
156,223
-
-
-
-
(11,686)
-
-
403,755
(175,289)
156,223
(11,686)
384,689
Balance at 31 December 2019
112,205
9,687,151
435,962
533,903
(4,535,134)
6,234,087
26
Great Western Mining Corporation PLC
Consolidated Statement of Changes in Equity (continued)
For the year ended 31 December 2020
Share
capital
€
Share
premium
€
Share
based
payment
reserve
€
Foreign
currency
translation
reserve
€
Retained
earnings
€
Total
€
Balance at 1 January 2020
112,205
9,687,151
435,962
533,903
(4,535,134)
6,234,087
Comprehensive income for the
year
Loss for the year
Currency translation
differences
Total comprehensive income
for the year
Transactions with owners,
recorded directly in equity
Shares issued
Share warrants granted
Share warrants exercised
Share warrants terminated
Share options charge
Total transactions with
owners, recorded directly in
equity
-
-
-
-
-
-
-
-
-
-
(852,042)
(852,042)
(512,730)
-
(512,730)
(512,730)
(852,042)
(1,364,772)
194,866
-
-
-
-
2,680,921
-
175,534
-
-
-
25,521
(11,815)
(41,542)
151,294
-
-
-
-
-
(140,490)
(25,521)
-
41,542
-
2,735,297
-
163,719
-
151,294
194,866
2,865,455
123,458
-
(124,469)
3,050,310
Balance at 31 December 2020
307,071
12,543,606
559,420
21,173
(5,511,645)
7,919,625
The accompanying notes on page 32 to 55 form an integral part of these financial statements.
27
Great Western Mining Corporation PLC
Company Statement of Changes in Equity
For the year ended 31 December 2020
Share
capital
€
Share
premium
€
Share
based
payment
reserve
€
Foreign
currency
translation
reserve
€
Retained
earnings
€
Total
€
Balance at 1 January 2019
67,767
9,491,437
279,739
(35,912)
(2,346,766)
7,456,265
Comprehensive income for the
year
Loss for the year
Currency translation
differences
Total comprehensive income
for the year
Transactions with owners,
recorded directly in equity
Shares issued
Share warrants granted
Share options charge
Total transactions with
owners, recorded directly in
equity
-
-
-
-
-
-
-
-
-
-
(475,107)
(475,107)
332,023
-
332,023
332,023
(475,107)
(143,084)
44,438
-
-
371,003
(175,289)
-
-
-
156,223
44,438
195,714
156,223
-
-
-
-
(11,686)
-
-
403,755
(175,289)
156,223
(11,686)
384,689
Balance at 31 December 2019
112,205
9,687,151
435,962
296,111
(2,833,559)
7,697,870
28
Great Western Mining Corporation PLC
Company Statement of Changes in Equity (continued)
For the year ended 31 December 2020
Share
capital
€
Share
premium
€
Share
based
payment
reserve
€
Foreign
currency
translation
reserve
€
Retained
earnings
€
Total
€
Balance at 1 January 2020
112,205
9,687,151
435,962
296,111
(2,833,559)
7,697,870
Comprehensive income for the
year
Loss for the year
Currency translation
differences
Total comprehensive income
for the year
Transactions with owners,
recorded directly in equity
Shares issued
Share warrants granted
Share warrants exercised
Share warrants terminated
Share options charge
Total transactions with
owners, recorded directly in
equity
-
-
-
-
-
-
-
-
-
-
(484,353)
(484,353)
(591,984)
-
(591,984)
(591,984)
(484,353)
(1,076,337)
194,866
-
-
-
-
2,680,921
-
175,534
-
-
-
25,521
(11,815)
(41,542)
151,294
-
-
-
-
-
(140,490)
(25,521)
-
41,542
-
2,735,297
-
163,719
-
151,294
194,866
2,856,455
123,458
-
(124,469)
3,050,310
Balance at 31 December 2020
307,071
12,543,606
559,420
(295,873)
(3,442,381)
9,671,843
The accompanying notes on page 32 to 55 form an integral part of these financial statements.
29
Great Western Mining Corporation PLC
Consolidated Statement of Cash Flows
For the year ended 31 December 2020
Cash flows from operating activities
Loss for the year
Adjustments for:
Depreciation
Interest receivable and similar income
(Increase)/Decrease in trade and other receivables
(Decrease)/Increase in trade and other payables
Equity settled share-based payment
Net cash flows from operating activities
Cash flow from investing activities
Expenditure on intangible assets
Interest received
Net cash from investing activities
Cash flow from financing activities
Proceeds from the issue of new shares
Share warrants granted
Commission paid from the issue of new shares
Net cash from financing activities
Increase/(Decrease) in cash and cash equivalents
Exchange rate adjustment on cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
Notes
2020
€
2019
€
(852,042)
(815,795)
3,733
(228)
(4,961)
(72,067)
151,294
(774,271)
7,216
(1,195)
28,231
32,784
156,223
(592,536)
(196,982)
228
(196,754)
(206,736)
1,195
(205,541)
3,130,705
-
(140,490)
2,990,215
2,019,190
(38,693)
306,675
2,287,172
415,441
(175,289)
(11,686)
228,466
(569,611)
(8,166)
884,452
306,675
10
4
16
11
4
15
15
15
13
13
30
Great Western Mining Corporation PLC
Company Statement of Cash Flows
For the year ended 31 December 2020
Cash flows from operating activities
Loss for the year
Adjustments for:
Interest receivable and similar income
Increase in trade and other receivables
(Decrease)/Increase in trade and other payables
Equity settled share-based payment
Net cash flows from operating activities
Cash flow from investing activities
Interest received
Net cash from investing activities
Cash flow from financing activities
Proceeds from the issue of new shares
Share warrants granted
Commission paid from the issue of new shares
Net cash from financing activities
Increase/(Decrease) in cash and cash equivalents
Exchange rate adjustment on cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
Notes
2020
€
2019
€
(484,352)
(475,107)
(201)
(279,236)
(52,939)
151,294
(665,434)
(553)
(1,062,957)
277,688
156,223
(1,104,706)
201
201
553
553
3,130,705
-
(140,490)
2,990,215
2,324,982
(603,835)
269,704
1,990,851
415,441
(175,289)
(11,686)
228,466
(875,687)
332,023
813,368
269,704
4
16
4
15
15
15
13
13
31
Great Western Mining Corporation PLC
Notes to the Financial Statements
For the year ended 31 December 2020
1.
Accounting policies
Great Western Mining Corporation PLC (“the Company”) is a Company domiciled and incorporated in
Ireland. The Group financial statements consolidate the individual financial statements of the Company
and its subsidiaries (“the Group”).
Basis of preparation
The Group and the Company financial statements have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”).
Statement of compliance
The Group financial statements have been prepared and approved by the Directors in accordance with
International Financial Reporting Standards and their interpretations as adopted by the European Union
(“EU IFRSs”). The individual financial statements of the Company have been prepared and approved by
the Directors in accordance with EU IFRSs and as applied in accordance with the provisions of the
Companies Act 2014 which permits a Company that publishes its Company and Group financial
statements together, to take advantage of the exemption in Section 304 of the Companies Act 2014 from
presenting to its members its Company income statement and related notes that form part of the
approved Company financial statements.
The EU IFRSs applied by the Company and the Group in the preparation of these financial statements are
those that were effective for accounting periods ending on or before 31 December 2020.
New accounting standards and interpretations adopted
Below is a list of standards and interpretations that were required to be applied in the year ended 31
December 2020. There was no material impact to the financial statements in the current year from these
standards set out below:
•
•
•
•
Amendments to References to Conceptual Framework in IFRS Standards - effective 1 January 2020.
Amendments to IFRS 3: Definition of a Business - effective 1 January 2020.
Amendments to IAS 1 and IAS 8: Definition of Material - effective 1 January 2020.
Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform - effective 1 January
2020.
32
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
New accounting standards and interpretations not adopted
Standards endorsed by the EU that are not yet required to be applied but can be early adopted are set
out below. None of these standards have been applied in the current period. The Group is currently
assessing whether these standards will have a material impact in the financial statements.
•
Amendment to IFRS 16: COVID-19-Related Rent Concessions – effective 1 June 2020.
The following standards have been issued by the IASB but have not been endorsed by the EU, accordingly
none of these standards have been applied in the current period and the Group is currently assessing
whether these standards will have a material impact in the financial statements.
•
•
•
IFRS 17: Insurance Contracts.
Amendments to IAS 1: Classification of liabilities as current or non-current.
Amendments to IFRS 10 and IAS 28: Sale and Contribution of Assets between an Investor and its
Associate or Joint Venture.
Functional and Presentation Currency
The functional currency for each entity within the Group is deemed to be the currency for the jurisdiction
of each company’s registration. This has been determined using the primary criteria as defined by IAS 21.
Great Western Mining Corporation PLC
Great Western Mining Corporation, Inc.
GWM Operations Limited
Euro
US Dollar
Sterling
The financial statements are presented in Euro (“€”), which is the parent Company’s functional currency.
Use of Estimates and Judgements
The preparation of financial statements in conformity with IFRS requires management to make
judgements, estimates and assumptions that affect the application of accounting policies and the
reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions
are based on historical experience and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making judgements about carrying values of assets
and liabilities that are not readily apparent from other sources.
In particular, significant areas of estimation uncertainty in applying accounting policies that have the most
significant effect on the amount recognised in the financial statements are in the following area:
•
•
Note 16 – Share based payments and share warrant valuations.
Note 17 – Share warrants – financial liability.
In particular, significant areas of critical judgements in applying accounting policies that have the most
significant effect on the amount recognised in the financial statements are in the following areas:
•
•
•
•
Note 10 – Property, plant and equipment, consideration of impairment.
Note 11 – Intangible asset, consideration of impairment.
Note 12 – Amounts owed by subsidiary, expected credit loss.
Note 14 – Trade and other payables, decommissioning provision.
33
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
Basis of Consolidation
The consolidated financial statements comprise the financial statements of Great Western Mining
Corporation PLC and its subsidiary undertakings for the year ended 31 December 2020.
Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be
consolidated from the date on which control is transferred out of the Group. Control exists when the
Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the entity. Financial statements of subsidiaries are
prepared for the same reporting year as the parent Company.
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, and no
controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit
arising on the loss of control is recognised in the income statement. If the Group retains any interest in
the previous subsidiary, then such interest in measured at fair value at the date control is lost.
Subsequently, it is accounted for an equity-accounted investee or as an available for sale financial asset,
depending on the level of influence retained.
Intragroup balances and transactions, including any unrealised gains arising from intragroup transactions,
are eliminated in preparing the Group financial statements. Unrealised losses are eliminated in the same
manner as unrealised gains except to the extent that there is evidence of impairment.
Investments in Subsidiaries
In the Company’s own statement of financial position, investments in subsidiaries are stated at cost less
provisions for any permanent diminution in value.
Exploration and Evaluation Assets
Exploration expenditure in respect of properties and licences not in production is capitalised and is
carried forward in the statement of financial position under intangible assets in respect of each area of
interest where: -
(i)
the operations are ongoing in the area of interest and exploration or evaluation activities have not
reached a stage which permits a reasonable assessment of the existence or otherwise of
economically recoverable reserves; and
(ii)
such costs are expected to be recouped through successful development and exploration of the
area of interest or alternatively by its realisation.
Exploration costs include licence costs, survey, geophysical and geological analysis and evaluation costs,
costs of drilling and project-related overheads.
When the Directors decide that no further expenditure on an area of interest is worthwhile, the related
expenditure is written off or down to an amount which it is considered represents the residual value of
the Group’s interest therein.
Decommissioning Provision
There is uncertainty around the cost of decommissioning as cost estimates can vary in response to many
factors, including changes to the relevant legal requirements, the emergence of new technology or
experience at other assets. The expected timing, work scope and amount and currency mix of
expenditure required may also change. Therefore, significant estimates and assumptions are made in
determining the provision for decommissioning. Provision for environmental clean-up and remediation
costs is based on current legal and contractual requirements, technology and management’s estimate of
costs with reference to current price levels and the estimated costs calculated by the regulatory
authorities.
34
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
Impairment
The carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed
at each reporting date to determine whether there is any indication of impairment. If any such indication
exists, then the amount recoverable from the assets is estimated. For intangible assets that have
indefinite lives or that are not yet available for use, the recoverable amount is estimated at each reporting
date.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds
its recoverable amount. A cash-generating unit is the smallest identifiable asset Group that is expected
to generate cash flows that is largely independent from other assets and Groups of assets. Impairment
losses are recognised in the Statement of Comprehensive Income. Impairment losses recognised in
respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill
allocated to the units and then to reduce the carrying amount of the other assets in the unit (Group of
units) on a pro rata basis.
The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair
value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risk specific to the asset.
Taxation
Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit and
loss except to the extent that it relates to items recognised in other comprehensive income or directly in
equity, in which case the tax is also recognised in other comprehensive income or equity respectively.
Current corporation tax is the expected tax payable on the taxable income for the year, using tax rates
enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of
previous years.
Deferred tax is recognised using the liability method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial
recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit, and differences relating to
investments in subsidiaries to the extent that they probably will not reverse in the foreseeable future.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences
when they reverse, based on the laws that have been enacted or substantively enacted by the reporting
date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be
available against which temporary difference can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will
be realised.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as
the liability to pay the related dividends is recognised.
35
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
Employee Benefits
i)
Equity-Settled Share-Based Payments
For equity-settled share-based payment transactions (i.e. the issuance of share options in
accordance with the Group’s share option scheme or share warrants granted in relation to services
provided), the Group measures the services received by reference to the value of the option or
other financial instrument at fair value at the measurement date (which is the grant date) using a
recognised valuation methodology for the pricing of financial instruments (the binomial option
pricing model). If the share options granted do not vest until the completion of a specified period
of service, the fair value assessed at the grant date is recognised in the income statement over the
vesting period as the services are rendered by employees with a corresponding increase in equity.
For options granted with no vesting period, the fair value is recognised in the income statement
at the date of the grant. For share warrants granted with no vesting period, the fair value is
recognised in retained earnings. The fair value of equity-settled share-based payments on exercise
is released to the share premium account. When equity-settled share-based payments which have
not been exercised reach the end of the original contractual life, whether share options or share
warrants, the value is transferred from the share option reserve to retained earnings.
ii)
Defined Contribution Plans
Obligations for contributions to defined contribution plans are expensed as the related service is
provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a
reduction in future payments is available.
Foreign Currencies
Transactions in foreign currencies are recorded at the rate of exchange ruling at the date of the
transaction. Monetary assets and liabilities denominated in a foreign currency are translated into the
functional currency at the exchange rate ruling at the reporting date, unless specifically covered by
foreign exchange contracts whereupon the contract rate is used. All translation differences are taken to
the income statement with the exception of foreign currency differences arising on net investment in a
foreign operation. These are recognised in other comprehensive income.
Results and cash flows of non-Euro subsidiary undertakings are translated into Euro at average exchange
rates for the year and the related assets and liabilities are translated at the rates of exchange ruling at
the reporting date. Adjustments arising on translation of the results of non-Euro subsidiary undertakings
at average rates, and on the restatement of the opening net assets at closing rates, are dealt with in a
separate translation reserve within equity. Proceeds from the issue of share capital are recognised at the
prevailing exchange rate on the date that the Board of Directors ratifies such issuance; and foreign
exchange movement arising between the date of issue and the date of receipt of funds is credited or
charged to the income statement.
On loss of control of a foreign operation, accumulated currency translation differences are recognised in
the income statement as part of the overall gain or loss on disposal.
Share Capital
Incremental costs directly attributable to the issue of ordinary shares and share options are recognised
as a reduction in equity.
Earnings per Share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined
by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of
ordinary shares outstanding for the effects of all dilutive potential ordinary share
36
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
Property, plant and equipment
Property, plant and equipment under the cost model are stated at historical cost less accumulated
depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly
attributable to bringing the asset to the location and condition necessary for it to be capable of operating
in the manner intended by management.
Depreciation is provided on the following basis:
Land and property
Plant & machinery
Motor vehicles
-
-
-
0%
33.33% straight line
33.33% straight line
Financial Instruments
Cash and Cash Equivalents
Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand and
short-term deposits with an original maturity of three months or less. Bank overdrafts that are repayable
on demand and form part of the Group’s cash management are included as a component of cash and
cash equivalents for the purpose of Statement of Cash Flows.
Trade and Other Receivables / Payables
Except for the decommissioning provision and financial liabilities arising on the grant of share warrants,
trade and other receivables and payables are stated at cost less impairment, which approximates fair
value given the short-dated nature of these assets and liabilities. There are no expected credit losses on
amounts due from subsidiaries and therefore no expected credit loss provision has been recognised.
Share Warrant Provision
The fair value of an equity classified warrant is measured using the binomial option pricing model. As the
warrant price is in a different currency to the functional currency of the company, the share warrant
provision creates a financial liability. The fair value is remeasured at each period end and any movement
charged or credited to the income statement. The fair value on grant is charged against the share
premium account. The fair value on exercise is credited to the share premium account.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a
past event and it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the amount of this obligation. Where the
Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the
reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.
The expense relating to any provision is presented in the Consolidated Statement of Comprehensive
Income net of any reimbursement. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability.
Where discounting is used, the increase in the provision due to the passage of time is recognised as a
finance cost.
Contingencies
A contingent liability is disclosed where the existence of an obligation will only be confirmed by future
events or where the amount of the obligation cannot be measured with reasonable reliability. Contingent
assets are not recognised but are disclosed where an inflow of economic benefit is probable.
37
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
2.
Going concern
The financial statements of the Group and Parent Company are prepared on a going concern basis.
In order to assess the appropriateness of the going concern basis in preparing the financial statements
for the year ended 2020, the Directors have considered a time period of at least twelve months from the
date of approval of these financial statements.
The Group incurred an operating loss during the year ended 31 December 2020. As the Group is not
generating revenues, an operating loss is expected for the next twelve months. However at the balance
sheet date, the Group had cash and cash equivalents amounting to €2.29 million and has raised
approximately €1.18 million in 2021 which the Board considers will enable the Group to meet continuing
operating expenditure and the planned work programme.
The future of the Company is dependent on the successful outcome of its exploration activities and
implementation of revenue-generating operations. The Directors believe that the Group’s ability to make
additional capital expenditure on its claims interests in Nevada can be assisted if necessary by raising
additional capital or from future revenues. The Directors have taken into consideration the Company’s
successful completion of placings and the exercise of warrants by warrant holders during 2020 and 2021
to provide additional cash resources.
The Directors concluded that the Group will have sufficient resources to continue as a going concern for
the period of assessment period of not less than 12 months from the date of approval of the consolidated
financial statements without material uncertainties. Accordingly the consolidated financial statements
have been prepared on a going concern basis and do not include any adjustments that would be
necessary if this basis were inappropriate.
3.
Segment information
The Group has one principal reportable segment - Nevada, USA, which represents the exploration for and
development of copper, silver, gold and other minerals in Nevada, USA.
Other operations “Corporate Activities” includes cash resources held by the Group and other operational
expenditure incurred by the Group. These assets and activities are not within the definition of an
operating segment.
In the opinion of the Directors the operations of the Group comprise one class of business, being the
exploration and development of copper, silver, gold and other minerals. The Group’s main operations are
located within Nevada, USA. The information reported to the Group’s chief executive officer (the
Executive Chairman) who is the chief operating decision maker, for the purposes of resource allocation
and assessment of segmental performance is particularly focussed on the exploration activity in Nevada.
It is the opinion of the Directors, therefore, that the Group has only one reportable segment under IFRS
8 ‘Operating Segments’, which is exploration carried out in Nevada. Other operations “Corporate
Activities” includes cash resources held by the Group and other operational expenditure incurred by the
Group. These assets and activities are not within the definition of an operating segment.
Information regarding the Group’s results, assets and liabilities is presented below.
38
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
3.
Segment information (continued)
Segment results
Exploration activities - Nevada
Corporate activities
Consolidated loss before tax
Segment assets
Exploration activities - Nevada
Corporate activities
Consolidated total assets
Segment liabilities
Exploration activities - Nevada
Corporate activities
Consolidated total liabilities
Revenue
2020
€
-
-
-
2019
€
Loss
2020
€
2019
€
-
-
-
(12,865)
(839,177)
(852,042)
(9,373)
(806,422)
(815,795)
2020
€
2019
€
6,315,904
2,036,724
8,352,628
6,260,174
324,347
6,584,521
2020
€
86,571
346,432
433,003
2019
€
52,244
298,190
350,434
Geographical information
The Group operates in three principal geographical areas –Ireland (country of residence of Great Western
Mining Corporation PLC), Nevada, USA (country of residence of Great Western Mining Corporation, Inc.,
a wholly owned subsidiary of Great Western Mining Corporation PLC) and the United Kingdom (country
of residence of GWM Operations Limited, a wholly owned subsidiary of Great Western Mining
Corporation PLC).
The Group has no revenue. Information about the Group’s non-current assets by geographical location
are detailed below:
Nevada, USA – exploration activities
Ireland
United Kingdom
2020
€
2019
€
5,965,552
-
-
5,965,552
6,182,903
-
-
6,182,903
39
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
4.
Finance income
Bank interest receivable
5.
Loss on ordinary activities before taxation
Directors’ remuneration
-
-
- Defined contribution pension
Salaries
Social security
scheme
Share based payments
-
Auditor’s remuneration
-
- Other assurance services
- Other non-audit services
Audit of the financial statements
Group
2020
€
228
228
Group
2020
€
176,768
16,833
327
151,294
36,740
-
12,377
Group
2019
€
1,195
1,195
Company
2020
€
Company
2019
€
201
201
553
553
Group
2019
€
193,514
16,951
1,584
156,223
29,870
1,250
4,400
Company
2020
€
Company
2019
€
64,370
5,746
-
151,294
36,740
-
12,377
39,491
4,324
-
156,223
29,870
1,250
4,400
As permitted by Section 304 of the Companies Act 2014, the Company income statement and statement
of other comprehensive income have not been separately presented.
6.
Employees
Number of employees
The average number of employees, including executive Directors during the year was:
Executive and non-Executive Directors
Administration
Group
2020
Number
Group
2019
Number
Company
2020
Number
Company
2019
Number
5
2
7
4
3
7
5
-
5
4
-
4
40
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
6.
Employees (continued)
Employees costs
The employment costs, including executive Directors during the year was:
Wages and salaries
Social security
Defined contribution pension scheme
Share based payments
Group
2020
€
311,083
27,860
2,254
151,294
492,491
Group
2019
€
338,767
31,473
3,466
156,223
529,929
Company
2020
€
Company
2019
€
67,370
5,746
-
151,294
224,410
39,491
4,324
-
156,223
200,038
7.
Income tax - expense
Current tax expense
Deferred tax expense
2020
€
-
-
-
The income tax expense for the year can be reconciled to the accounting loss as follows:
2020
€
2019
€
-
-
-
2019
€
Loss from continuing operations
(852,042)
(815,795)
Income tax expense calculated at 12.5% (2019: 12.5%)
(106,505)
(101,974)
Effects of:
Unutilised tax losses
Income tax expense
(106,505)
-
(101,974)
-
The tax rate used for the year end reconciliations above is the corporation rate of 12.5% payable by
corporate entities in Ireland on taxable profits under tax law in the jurisdiction of Ireland.
At the statement of financial position date, the Group had unused tax losses of €4,505,002 (2019:
€3,997,275) available for offset against future profits. No deferred tax asset has been recognised due to
the unpredictability of future profit streams. Unused tax losses may be carried forward indefinitely.
41
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
8.
Loss per share
Basic earnings per share
The basic and weighted average number of ordinary shares used in the calculation of basic earnings per
share are as follows:
2020
€
2019
€
Loss for the year attribute to equity holders of the parent
(852,042)
(815,795)
Number of ordinary shares at start of year
Number of ordinary shares issued during the year
Number of ordinary shares in issue at end of year
1,122,055,459
1,948,659,091
3,070,714,550
677,673,809
444,381,650
1,122,055,459
Weighted average number of ordinary shares for the purposes of basic
earnings per share
1,844,253,806
751,737,417
Basic loss per ordinary share (cent)
(0.001)
(0.001)
Diluted earnings per share
There were no potentially dilutive ordinary shares that would increase the basic loss per share.
9.
Investments in subsidiaries
Subsidiary undertakings - unlisted
Investment cost
2020
€
2019
€
500,001
500,001
500,001
500,001
In the opinion of the Directors, the investments in subsidiary undertakings are not worth less than their
carrying value.
At 31 December 2020, the Company had the following subsidiary undertakings:
Name
Incorporated in
Main activity
Holdings
Great Western Mining Corporation, Inc.
GWM Operations Limited
Nevada, U.S.A.
London, UK
Mineral exploration
Service Company
100%
100%
GWM Operations Limited, a UK limited company is registered in England and Wales under number
08644971, is exempt from the requirements of the UK Companies Act 2006 relating to the audit of its
accounts under section 479A of the Companies Act 2006.
42
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
10.
Property, plant and equipment
Cost
Opening cost
Additions
Exchange rate adjustment
Closing cost
Depreciation
Opening depreciation
Depreciation charge for the year
Exchange rate adjustment
Closing depreciation
Net book value
Opening net book value
Closing net book value
Property,
plant &
equipment
€
94,410
-
(7,978)
86,432
17,854
3,733
(1,767)
19,820
Total
€
94,410
-
(7,978)
86,432
17,854
3,733
(1,767)
19,820
76,556
76,556
66,612
66,612
43
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
11.
Intangible assets
Cost
Opening cost
Additions
Cost of decommissioning
Exchange rate adjustment
Closing cost
Amortisation
Opening amortisation
Additions
Exchange rate adjustment
Closing amortisation
Net book value
Opening net book value
Closing net book value
Exploration
and
evaluation
assets
€
Total
€
6,106,347
196,982
75,287
(479,676)
5,898,940
6,106,347
196,982
75,287
(479,676)
5,898,940
-
-
-
-
-
-
-
-
6,106,347
6,106,347
5,898,940
5,898,940
The Directors have reviewed the carrying value of the exploration and evaluation assets. These assets are
carried at historical cost and have been assessed for impairment in particular with regards to specific
indicators as set out in IFRS 6 ‘Exploration for and Evaluation of Mineral Resources’ relating to remaining
licence or claim terms, likelihood of renewal, likelihood of further expenditures, possible discontinuation
of activities over specific claims and available data which may suggest that the recoverable value of an
exploration and evaluation asset is less than carrying amount. The Directors also considered other factors
in assessing potential impairment including cash available to the Group, commodity prices and markets,
taxation and regulatory regime, access to equipment and services and the impact of Covid-19 restrictions.
The Directors are satisfied that no impairment is required as at 31 December 2020. The realisation of the
intangible assets is dependent on the successful identification and exploitation of copper, silver, gold and
other mineral in the Group’s licence area. This is dependent on several variables including the existence
of commercial mineral deposits, availability of finance and mineral prices.
44
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
12.
Trade and other receivables
Amounts falling due within one year:
Other debtors
Prepayments
Amounts owed by subsidiary
undertakings
Group
2020
€
61,399
38,505
-
99,904
Group
2019
€
52,625
42,318
-
94,943
Company
2020
€
Company
2019
€
-
38,505
-
42,154
7,600,098
7,638,603
7,317,213
7,359,367
All amounts above are current and there have been no impairment losses during the year (2019: €Nil).
Amounts owed by subsidiary undertakings are interest free and repayable on demand.
There are no expected credit losses on amounts due from subsidiaries and therefore no expected credit
loss provision has been recognised.
13.
Cash and cash equivalents
For the purposes the consolidated statement of cash flows, cash and cash equivalents include cash in
hand, in bank and bank deposits with maturity of less than three months.
Cash in bank and in hand
Short term bank deposit
14.
Trade and other payables
Amounts falling due within one year:
Trade payables
Other payables
Accruals
Other taxation and social security
Share warrant provision
Decommissioning provision
Amounts payable to subsidiary
undertakings
Group
2020
€
307,658
1,979,514
2,287,172
Group
2019
€
29,372
277,303
306,675
Company
2020
€
27,416
1,963,435
1,990,851
Company
2019
€
9,937
259,767
269,704
Group
2020
€
8,285
670
80,235
12,872
255,654
75,287
-
433,003
Group
2019
€
77,642
416
90,439
5,632
176,305
-
-
350,434
Company
2020
€
Company
2019
€
7,567
-
60,324
4,958
255,654
-
129,109
457,612
50,901
-
64,934
839
176,305
-
138,223
431,202
The Group has financial risk management policies in place to ensure that payables are paid within the
pre-agreed credit terms.
45
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
15.
Share capital
Authorised at 1 January 2019:
Creation of Ordinary shares of €0.0001 each
Authorised at 31 December 2019
Authorised at 1 January 2020
Creation of Ordinary shares of €0.0001 each
Authorised at 31 December 2020
No of shares
Value of shares
€
900,000,000
1,800,000,000
2,700,000,000
2,700,000,000
2,300,000,000
5,000,000,000
90,000
180,000
270,000
270,000
230,000
500,000
The authorised share capital of the company was increased to €500,000, consisting of 5,000,000,000
ordinary shares of €0.0001 each by way of an ordinary resolution at the Company’s Annual General
Meeting on 14 July 2020.
No of issued shares
Ordinary shares
of €0.0001 each
Share
capital
€
Share
premium
€
Total
capital
€
677,673,809
67,767
9,491,437
9,559,204
Issued, called up and fully:
At 1 January 2019
Ordinary shares issued
Share warrants granted
444,381,650
-
44,438
-
371,003
(175,289)
415,441
(175,289)
At 31 December 2019
1,122,055,459
112,205
9,687,151
9,799,356
Issued, called up and fully:
At 1 January 2020
Ordinary shares issued
Ordinary shares issued on
exercise of warrants
Released on exercise of
warrants
1,122,055,459
112,205
9,687,151
9,799,356
1,535,909,091
153,591
1,964,204
2,117,795
412,750,000
41,275
716,717
757,992
-
-
175,534
175,534
At 31 December 2020
3,070,714,550
307,071
12,543,606
12,850,677
46
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
15.
Share capital (continued)
On 19 November 2019, the Company completed a placing of 444,381,650 new ordinary shares of €0.0001
at a price of £0.0008 (€0.0009) per ordinary share, raising gross proceeds of £355,505 (€415,441) and
increasing share capital by €44,438. The premium arising on the issue amounted to €371,003 before
share issue costs of €11,686. The share issue included warrants granted giving the right to acquire
375,000,000 Ordinary shares of €0.0001 at an exercise price of £0.0016 (€0.0019). Details of issues of
shares during the year ended 31 December 2020 arising from the exercise of these warrants are detailed
within this note.
On 5 February 2020, the Company completed a placing of 12,500,000 new ordinary shares of €0.0001 at
a price of £0.0011 (€0.0013) per ordinary share, raising gross proceeds of £13,750 (€16,283) and
increasing share capital by €1,250. The premium arising on the issue amounted to €15,033.
On 12 March 2020, the Company completed a placing of 290,909,091 new ordinary shares of €0.0001 at
a price of £0.0011 (€0.0012) per ordinary share, raising gross proceeds of £320,000 (€361,080) and
increasing share capital by €29,091. The premium arising on the issue amounted to €331,989.
On 3 June 2020, the Company completed a placing of 217,500,000 new ordinary shares of €0.0001 at a
price of £0.0010 (€0.0011) per ordinary share, raising gross proceeds of £217,500 (€244,204) and
increasing share capital by €21,750. The premium arising on the issue amounted to €222,454. In addition,
on 3 June 2020, the Company issued 15,000,000 new ordinary shares of €0.0001 at the placing price of
£0.0010 for services provided to the Company. The issue increased share capital by €1,500 and share
premium by €15,342.
On 30 July 2020, the Company completed a placing of 450,000,000 new ordinary shares of €0.0001 at a
price of £0.0010 (€0.0011) per ordinary share, raising gross proceeds of £450,000 (€498,516) and
increasing share capital by €45,000. The premium arising on the issue amounted to €368,519. The share
issue included warrants granted giving the right to acquire 225,000,000 Ordinary shares of €0.0001 at an
exercise price of £0.0020 with a fair value of €84,997. Details of issues of shares during the year ended
31 December 2020 arising from the exercise of these warrants are detailed within this note.
On 24 September 2020, the Company completed the issue of 50,000,000 new ordinary shares following
the exercise of warrants granted in conjunction with the placing in November 2019. The exercise price
was £0.0016 (€0.0018) per ordinary share, raising gross proceeds of £80,000 (€87,692) and increasing
share capital by €5,000. The premium arising on the issue amounted to €82,692.
On 28 September 2020, the Company completed the issue of 200,000,000 new ordinary shares following
the exercise of warrants granted in conjunction with the placing in November 2019. The exercise price
was £0.0016 (€0.0018) per ordinary share, raising gross proceeds of £320,000 (€353,560) and increasing
share capital by €20,000. The premium arising on the issue amounted to €333,560.
On 8 October 2020, the Company completed the issue of 27,000,000 new ordinary shares following the
exercise of broker warrants granted in conjunction with the placing in July 2020. The exercise price was
£0.0010 (€0.0011) per ordinary share, raising gross proceeds of £27,000 (€29,659) and increasing share
capital by €2,700. The premium arising on the issue amounted to €26,959. In addition the Company
issued 10,000,000 new ordinary shares following the exercise of warrants granted in conjunction with
the placing in July 2020. The exercise price was £0.0020 (€0.0011) per ordinary share, raising gross
proceeds of £20,000 (€21,969) and increasing share capital by €1,000. The premium arising on the issue
amounted to €20,969.
47
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
15.
Share capital (continued)
On 14 October 2020, the Company completed the issue of 25,000,000 new ordinary shares following the
exercise of warrants granted in conjunction with the placing in July 2020. The exercise price was £0.0020
(€0.0022) per ordinary share, raising gross proceeds of £50,000 (€55,313) and increasing share capital by
€2,500. The premium arising on the issue amounted to €52,813.
On 30 October 2020, the Company completed the issue of 31,250,000 new ordinary shares following the
exercise of warrants granted in conjunction with the placing in November 2019. The exercise price was
£0.0016 (€0.0018) per ordinary share, raising gross proceeds of £50,000 (€55,427) and increasing share
capital by €3,125. The premium arising on the issue amounted to €52,302.
On 3 November 2020, the Company completed the issue of 69,500,000 new ordinary shares following
the exercise of warrants granted in conjunction with the placing in July 2020. The exercise price was
£0.0020 (€0.0022) per ordinary share, raising gross proceeds of £139,000 (€154,372) and increasing share
capital by €6,950. The premium arising on the issue amounted to €147,422.
On 24 November 2020, the Company completed a placing of 550,000,000 new ordinary shares of €0.0001
at a price of £0.0020 (€0.0022) per ordinary share, raising gross proceeds of £1,100,000 (€1,235,788) and
increasing share capital by €55,000. The premium arising on the issue amounted to €1,010,867. The share
issue included warrants granted giving the right to acquire 275,000,000 Ordinary shares of €0.0001 at an
exercise price of £0.0030 with a fair value of €169,921. which remain unexercised at period end 31
December 2020.
Transaction expenses including commission arising on the issue of new shares amounted to €140,490
during the year (2019: €11,686). A total of €175,534 has been released from the share warrant financial
liability following the exercise of warrants during the year (2019 €nil).
48
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
16.
Share based payments
Share options
The Great Western Mining Corporation PLC operates a share options scheme, “Share Option Plan 2014”,
which entitles directors and employee to purchase ordinary shares in the Company at the market value
of a share on the award date, subject to a maximum aggregate of 10% of the issued share capital of the
Company on that date.
Measure of fair values of options
The fair value of the options granted has been measured using the binomial lattice option pricing model.
The input used in the measurement of the fair value at grant date of the options were as follows:
Fair value at grant date
Share price at grant date
Exercise price
Number of options granted
Vesting conditions
Expected volatility
Sub-optimal exercise factor
Expected life
Expected dividend
Risk free interest rate
22 Apr 2020
€0.0011
€0.0010
€0.0008
47,000,000
Immediate
137%
4x
7 Years
0%
0.1%
During the year, the Group recognised total expenses of €151,294 (2019: €156,223) was recognised in
the income statement related to share options granted during the year and the amortisation of the fair
value of options granted in earlier periods over the vesting period.
The total number of share options outstanding and exercisable are summarised as follows:
Outstanding at 1 January 2019 and 2020
Granted
Number of
options
Average
exercise price
65,000,000
47,000,000
Stg1.04 p
Stg0.09 p
Outstanding at 31 December 2020
112,000,000
Stg0.64 p
Exercisable at 31 December 2020
88,000,000
Stg0.98 p
Exercisable at 31 December 2019
-
-
On 31 December 2020, there were options over 112,000,000 ordinary shares outstanding (2019:
65,000,000) which are exercisable at prices ranging from Stg0.09 pence to Stg1.6 pence and which expire
at various dates up to April 2027. The weighted average remaining contractual life of the options
outstanding is 4 years 11 months (2019: 4 years 10 months).
49
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
16.
Share based payments (continued)
Equity-settled warrants
In July 2020, the Group granted warrants to Novum Securities Limited in connection with a share placing.
27,000,000 warrants were granted exercisable at £0.0010 (€0.0011) each with immediate vesting and a
contractual life of 2 years.
In November 2020, the Group granted warrants to Monecor (London) Limited in connection with a share
placing. 20,000,000 warrants were granted exercisable at £0.0020 (€0.0022) each with immediate vesting
and a contractual life of 2 years.
Measure of fair values of warrants
The fair value of the warrants issued has been measured using the binomial lattice option pricing model.
There are no service or non-market performance conditions attached to the arrangement and the
warrants are considered to have vested immediately.
The inputs used in the measurement of the fair values at grant date of the warrants were as follows
Fair value at grant date
Share price at grant date
Exercise price
Number of warrants granted
Sub-optimal exercise factor
Expected volatility
Expected life
Expected dividend
Risk free interest rate
Jul 2020
Nov 2020
€0.0004
€0.0014
€0.0011
27,000,000
1.5x
120%
2 Years
0%
0.1%
€0.0007
€0.0022
€0.0022
20,000,000
1.5x
112%
2 Years
0%
0.1%
In October 2020, the warrants over 27,000,000 shares granted in July 2020 were exercised and the
amount of €11,816 released from the share-based payment reserve to share premium.
In July 2020, warrants granted in July 2017 over 4,687,500 shares lapsed unexercised and an amount of
€41,542 released from the share-based payment reserve to retained earnings.
At 31 December 2020, the balance on the share-based payment reserve amounted to €559,420 (2019:
€435,962).
50
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
17.
Share warrants – financial liability
In November 2019, the Group granted warrants in connection with a share placing. 375,000,000 warrants
were granted exercisable at £0.0016 each with immediate vesting and a contractual life of 3 years.
In July 2020, the Group granted warrants in connection with a share placing. 225,000,000 warrants were
granted exercisable at £0.0020 each with immediate vesting and a contractual life of 2 years.
In November 2020, the Group granted warrants in connection with a share placing. 275,000,000 warrants
were granted exercisable at £0.0030 each with immediate vesting and a contractual life of 2 years.
2020
Number of
warrants
2020
Weighted
Average
Exercise
price
2019
Number of
warrants
2019
Weighted
Average
Exercise
price
Exercisable at 31 December
489,250,000
£0.0025
375,000,000
£0.0016
Measure of fair values of warrants
The fair value of the warrants issued has been measured using the binomial lattice option pricing model.
There are no service or non-market performance conditions attached to the arrangement and the
warrants are considered to have vested immediately.
The inputs used in the measurement of the fair values at grant date of the warrants were as follows:
Fair value at grant date
Share price at grant date
Exercise price
Number of warrants granted
Sub-optimal exercise factor
Expected volatility
Expected life
Expected dividend
Risk free interest rate
Nov 2020
Jul 2020
Nov 2019
£0.0006
£0.0020
£0.0030
275,000,000
1.5x
112%
2 Years
0%
0.1%
£0.0004
£0.0012
£0.0020
225,0000,000
1.5x
120%
2 Years
0%
0.1%
€0.0005
€0.0012
€0.0016
375,000,000
1.5x
129%
3 Years
0%
1.25%
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share
price. The expected life is based on the contractual life of the warrants.
18.
Retained losses
In accordance with Section 304 of the Companies Act 2014, the Company has not presented a separate
income statement. Of the consolidated loss after taxation, a loss of €484,352 (2019: €475,107) for the
financial year ended 31 December 2020 has been dealt with in the Company income statement of Great
Western Mining Corporation PLC.
51
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
19.
Related party transactions
In accordance with International Accounting Standards 24 – Related Party Disclosures, transactions
between Group entities that have been eliminated on consolidation are not disclosed.
Details of the directors’ remuneration for the year is set out in Note 5. Information about the
remuneration of each director is shown in the Remuneration Report on pages 12 to 13. The directors are
considered to be the Group’s key management personnel. The Group also entered into related party
transactions with Andrew Hay Advisory Limited for corporate finance advice services and Sofabar
Consulting Limited for marketing services which are companies connected with Andrew Hay and Alastair
Ford respectively. The companies each received €6,185 in the period. Details of the directors’ interests
in the share capital of the Company are set out in the Directors’ Report on pages 8 to 9.
20.
Financial instruments and financial risk management
The Group’s and Company’s main risks arising from financial instruments are foreign currency risk, credit
risk, liquidity risk and interest rate risk. The Board of Directors has overall responsibility for the
establishment and oversight of the risk management frameworks for each of these risks which are
summarised below.
The Group and Company’s principal financial instruments comprise cash and cash equivalents and other
receivables and payables. The main purpose of these financial instruments is to provide finance for the
Group and Company’s operations. The Group has various other financial assets and liabilities such as
receivables and trade payables, which arise directly from its operations.
It is and has been throughout 2020 and 2019 the Group and Company’s policy that no trading in financial
instruments be undertaken.
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currencies and is exposed to exchange
rate fluctuations as a consequence. It is the policy of the Group and Company to ensure that foreign
currency risk is managed wherever possible by matching foreign currency income and expenditure. During
the years ended 31 December 2020 and 31 December 2019, the Group did not utilise either forward
exchange contracts or derivatives to manage foreign currency risk on future net cash flows.
1 GBP
1 USD
Average rate
2019
2020
Spot rate at year end
2019
2020
0.8897
1.1422
0.8777
1.1195
0.8990
1.2271
0.8508
1.1234
The foreign currency exposure risk in respect of the principal foreign currencies in which the Group
operates was as follows:
Trade and other debtors
Cash and cash equivalents
Trade and other payables
2020
$
70,344
354,573
(106,232)
318,685
2020
£
-
235,794
(16,118)
219,676
2019
$
59,119
27,687
(58,692)
28,114
2019
£
140
239,656
(4,433)
235,363
52
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
20.
Financial instruments and financial risk management (continued)
Credit risk
Credit risk of financial loss to the Group and Company arises from the risk that if cash deposits are not
recovered. Group and Company cash and short-term deposits are placed only with banks with a minimum
credit rating of A-/A3.
The carrying amount of financial assets represents the maximum credit exposure. The maximum credit
exposure to credit risk is:
Trade and other debtors
Cash and cash equivalents
Trade and other payables
Group
2020
€
99,904
2,287,172
(433,003)
1,954,073
Group
2019
€
94,943
306,675
(350,434)
51,184
Company
2020
€
7,638,603
1,990,851
(457,612)
9,171,842
Company
2019
€
7,359,367
269,704
(431,202)
7,197,869
The carrying value of financial assets represents the Company’s maximum exposure at the balance sheet
date. At the balance sheet date, the Directors have reviewed the carrying value of the amounts due from
subsidiary companies for indicators of impairment using the expected credit loss model as required under
IFRS 9 and concluded that these amounts were not impaired. If the value of any of the Group’s exploration
or production assets became impaired, then provision would be made by the Company against relevant
amounts due from subsidiary companies.
Liquidity risk management
Liquidity risk is the risk that the Group will not be able to meet its obligations as they fall due. The Group
manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast and
actual cash flows and matching the maturity profiles of financial assets and liabilities. Cash forecasts are
regularly produced to identify the liquidity requirements of the Group. To date, the Group has relied on
shareholder funding to finance its operations. The Group did not have any bank loan facilities at 31
December 2020 or 31 December 2019.
The Group and Company’s financial liabilities as at 31 December 2020 and 31 December 2019 were all
payable on demand.
The expected maturity of the Group and Company’s financial assets (excluding prepayments) as at 31
December 2020 and 31 December 2019 was less than one month.
The Group expects to meet its other obligations from operating cash flows with an appropriate mix of
funds and equity instruments. The Group further mitigates liquidity risk by maintaining an insurance
programme to minimise exposure to insurable losses.
The Group had no derivative financial instruments as at 31 December 2020 and 31 December 2019.
53
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
20.
Financial instruments and financial risk management (continued)
Interest rate risk
The Group and Company’s exposure to the risk of changes in market interest rates relates primarily to the
Group and Company’s holdings of cash and short-term deposits. It is the Group and Company’s policy as
part of its management of the budgetary process to place surplus funds on short term deposit from time
to time where interest is earned.
Cash flow sensitivity analysis for variable rate instruments
An increase/decrease of 100 basis points in interest rates at 31 December 2020 would have decreased/
increased the reported loss and equity by €22,872 (2019: €7,044).
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going
concern while maximising the return to stakeholders through the optimisation of the debt and equity
balance. The Group manages its capital structure and makes adjustments to it, in light of changes in
economic conditions. To maintain or adjust its capital structure, the Group may adjust or issue new shares
or raise debt. No changes were made in the objectives, policies or processes during the years ended 31
December 2020 and 31 December 2019. The capital structure of the Group consists of equity attributable
to equity holders of the parent, comprising issued capital, reserves and retained losses as disclosed in the
consolidated statement of changes in equity.
Fair values
Due to the short-term nature of all of the Group’s and Company’s financial assets and liabilities at 31
December 2020 and 31 December 2019, the fair value is considered by the Directors to equate the
carrying amount in each case.
Analysis of net funds
Group
Cash at bank
Total
Group
Cash at bank
Total
At 1 January
2019
€
Cashflow
€
At 31
December
2019
€
884,452
884,452
(577,777)
(577,777)
306,675
306,675
At 1 January
2020
€
Cashflow
€
At 31
December
2020
€
306,675
306,675
1,980,497
1,980,497
2,287,172
2,287,172
54
Great Western Mining Corporation PLC
Notes to the Financial Statements (continued)
For the year ended 31 December 2020
21.
Events after the reporting date
On 21 January 2021, the Company completed the issue of 15,000,000 new ordinary shares following the
exercise of warrants granted in conjunction with the placing in July 2020. The exercise price was £0.0020
(€0.0018) per ordinary share, raising gross proceeds of £30,000 (€33,850).
On 12 February 2021, the Company completed the issue of 31,250,000 new ordinary shares following the
exercise of warrants granted in conjunction with the placing in November 2019. The exercise price was
£0.0016 (€0.0018) per ordinary share, raising gross proceeds of £50,000 (€56,978).
On 15 February 2021, the Company completed the issue of 6,000,000 new ordinary shares following the
exercise of options granted in April 2020. The exercise price was £0.009 (€0.0010) per ordinary share,
raising gross proceeds of £5,400 (€6,191).
At an Extraordinary General Meeting held on 17 February 2021, the shareholders approved the migration
of the Company’s share settlement system from CREST to Euroclear Bank in accordance with the
Migration of Participating Securities Act 2019. The estimated cost of the migration is €70,000.
On 19 March 2021, the Company signed a Placing Agreement for the issue of 454,545,455 new Ordinary
Shares of €0.0001 each at a price of 0.22 pence each, raising £1 million (€1,153,429) before transaction
expenses. In addition, the Company is granting 227,272,727 warrants with an exercise price of 0.30 pence
per share based on a ratio of one warrant for every two new Ordinary shares being issued, together with
a further 22,727,272 warrants with an exercise price of 0.22 pence per share to be granted to Novum
Securities Limited acting as broker. The new shares are expected to be issued on 13 April 2021.
22.
Approval of financial statements
The financial statements were approved by the Board on 28 April 2021.
55
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