More annual reports from Great Western Mining Corporation PLC:
2023 ReportGreat Western Mining Corporation PLC Annual Report and Financial Statements for the year ended 31 December 2022 Registered number: 392620 Great Western Mining Corporation PLC Annual Report and Financial Statements For the year ended 31 December 2022 Contents Page Executive Chairman’s Statement…..….………….………………………………………………………….... …………………………..………..1 Operations Report…….………………………….…………………….…….…………………………….…………. ………………………….…………3 Directors’ Biographies………………………………………………………………………………………………… ……………..……………………..8 Directors’ Report………………..………….………………………………………………………………………….. …………………………………….9 Corporate Governance……………………………………………………………………………………………….. …………………………………..16 Environmental, Social and Governance………………………………………………………………………. …………………………………..22 Statement of Directors’ Responsibilities in respect of the Annual Report and the Financial Statements…………………….……………………..……………………………………..… …………………………………..23 Independent Auditor’s Report….……………………………………..……………………………………….… ……………………………….….24 Consolidated Income Statement…………………………………………..………………………………….… ………………………….…….…30 Consolidated Statement of Other Comprehensive Income……..….…………………..……….…. …………………………………..30 Consolidated Statement of Financial Position………………..………….…………………………….…. ……………………………….….31 Company Statement of Financial Position………………………………….…………………………….…. ……………………………….….32 Consolidated Statement of Changes in Equity………………..………….…………………………….…. ……………………………….….33 Company Statement of Changes in Equity……………………..………….…………………………….…. ……………………………….….34 Consolidated Statement of Cash Flows………………………….………….…………………………….…. ……………………………….….35 Company Statement of Cash Flows………………………………..………….…………………………….…. ……………………………….….36 Notes to the Financial Statements…………………………………………….…………………………….…. ……………………………….….37 Directors and Other Information………………………………………………………………………………… …………..………………………70 Great Western Mining Corporation PLC Executive Chairman’s Statement For the year ended 31 December 2022 Dear Shareholder, Set out herewith are Great Western Corporation PLC’s Annual Report and Financial Statements for the year ended 31 December 2022. Great Western explores for, appraises and develops mineral resources on its claims in the state of Nevada, USA and currently has no revenues from its operations. Accordingly, it is reporting a loss for the financial year of €792,293 for 2022 (2021: €535,960). At the end of the year Great Western’s net current assets were €8,618,024 (2021: €8,945,631) with no debt apart from trade creditors in the normal course of business. 2022 was an active year for Great Western during which significant goals were accomplished. Early in the year we constructed a 14 km road to the high-altitude Mineral Jackpot Group of properties, enabling access for rigs, trucks and associated equipment. Until then, access to the five historic gold and silver mines which make up Mineral Jackpot had been by a mule path, suitable only for quad bikes and very small tracked- vehicles. This road now provides access to numerous spoil heaps which we propose to exploit for secondary recovery of precious metals and it also allowed us to bring in a rig and drill four holes last summer, the first ever drilled in these historic mines. Significantly, hole MJRC004 intercepted high grades of silver at a shallow depth and further drilling is planned to delineate a shallow vein which, if successful, could provide ore suitable for processing in a relatively short time. During the year, our plans for constructing a mill to produce gold and silver concentrates took a major step forward when we signed a 50-50 joint venture agreement with Muletown Enterprizes LLC (“Muletown”) to construct a mill on land owned by Muletown in the settlement of Mina, close to a main highway and mid-way between our two main claim areas. There has been a mill on this site in the past and it has a natural slope which is ideal for gravity separation. A second phase will involve a contained chemical leaching process for further recovery of gold and silver. Muletown will provide the land at a peppercorn rent and virtually all the milling equipment will come from its own inventory. Great Western will fund site construction, upgrade and modification of equipment and installation and commissioning of the plant. The mill will operate as a profit centre in its own right and each partner will batch-process its own material with no commingling, paying a throughput charge to the joint venture. Great Western has spoil material for processing available at Mineral Jackpot and Olympic Gold, as well as significant tailings and a large unprocessed stockpile at Olympic Gold. It is likely that the joint venture will subsequently buy in material from third parties as there is no other mill of this type serving the area. Part of the new capital raised by the Company since the year end is being used for construction of the mill, delayed by severe weather conditions and an extended winter but now under way. Before the year-end, our work on processing gold and silver from tailings and spoil heaps was further supported by a JORC-compliant inferred resource report, commissioned for the OMCO Mine tailings, together with Exploration Targets for other material at both Olympic Gold and at Mineral Jackpot, further details of which are set out in the Operations Report on page 6. During spring and summer 2022, we conducted a reverse circulation (“RC”) drill programme on several of our prospects. In addition to success at Mineral Jackpot, we carried out follow-up drilling at Rock House (Southern Alteration Zone), Trafalgar Hill and the OMCO Mine (the latter two both at Olympic Gold). At Trafalgar Hill and Rock House, we were attempting to establish vein continuity from the gold intercepts encountered in 2021 but we have yet to achieve this and more work is needed. Our drilling close to the OMCO Mine was much more successful and we believe that we have encountered an extension to the OMCO Mine vein itself which is an exciting development. The OMCO Mine produced gold at high grades for several decades until the 1940s and operations terminated where the vein met a fault. Although the fault is clearly present, it is a complex piece of fragmented geology and finding a continuation of the vein, on either side of the fault, presents a challenge which we are working hard to overcome. In this regard the successful hole drilled last year may be considered a breakthrough. While the OMCO Mine produced gold at high grades, the mined vein itself is only about 200 metres long. Within the envelope we have been drilling, there is easily scope for one or two more productive veins of that size and our task is to find them if they exist. 1 Great Western Mining Corporation PLC Executive Chairman’s Statement (continued) For the year ended 31 December 2022 Due to Nevada winter conditions, there is a close period when operations are not feasible. At Great Western, we use this winter period for desktop work and over the past winter we greatly increased our knowledge, not only for gold and silver but also for the prospectivity of our copper assets which have been parked over the last three years but not forgotten. Since the year-end, we have (1) raised new capital of £800,000 (€913,242) before expenses, our first funding for nearly two years (2) drilled a diamond core follow-up hole at the OMCO Mine prospect (3) filed a final permit application for the construction of the processing mill with the Nevada Department of Environmental Protection (NDEP) after prior consultation with NDEP on the critical issues and (4) began construction at the mill site. For our reported 2022 financial statements, we are pleased to welcome PKF O’Connor, Leddy & Holmes Limited as auditors to the company, who replace KPMG. PKF’s appointment will be put to shareholders for approval at the forthcoming AGM. We have enjoyed excellent working relations with KPMG over several years and I would like to take this opportunity to thank them for their services. Looking ahead, Great Western has three arms to its business: Firstly, the process mill which is due to be online in 2023 and producing the Company’s first ever revenues from the sale of gold and silver concentrates. This will be an ongoing business which should also attract material for processing from third party sources in due course. Until we have commissioned the plant and gained some operating experience, we do not propose to publish any revenue forecasts, but the objective of the mill is to provide revenues which, at a first stage, will fund the day-to-day operations of the company, while aiming for a greatly expanded business model. Each joint venture partner will have its own material batch-processed separately through the mill, so participation in the joint venture will not result in any dilution in ownership of material from the Company’s own claims. Secondly, we are aiming to develop a commercial gold and silver play from one or more of the numerous prospects which we have identified and drilled up in the last few work seasons. The leading candidates are (1) extensions to the vein at the OMCO Mine and (2) the shallow silver intercept encountered at Mineral Jackpot. We are also exploring other gold and silver prospects, with ongoing work at Trafalgar Hill and Rock House, so priorities may change. Finally, recent modelling work by the Company indicates that we may have a significant copper prospect on our claims beyond our JORC-compliant indicated and inferred resource. Through extensive drilling, we have already established a resource of 4.28 million tonnes at a grade of 0.45% copper on our M2 claims in the Black Mountains group. This discovery trends in a NE-SW axis, open at both ends, but there is also scope for an additional, undrilled resource within the area of resources already identified. Copper is likely to become a significant industrial material in the years ahead and our copper prospects merit further drilling. Establishing a resource two to three or four times larger than already identified would, on a rule of thumb basis, be large enough for a commercial development but doing justice to this prospect will require funding beyond Great Western’s current capabilities. Therefore, funding options comprising the introduction of a joint venture partner, be it a direct investor at the project level or an industry partner, are being actively evaluated. Shareholders should note that Canada’s highly reputed Fraser Institute has recently published the results of a worldwide industry survey which concludes that the state of Nevada is the most attractive jurisdiction in the world for mining investment. In closing, on behalf of the Great Western team, I would like to thank you, our shareholders, for your support and particularly those shareholders who have been taking an active interest in our projects. We will keep you informed on progress and hope to welcome you to the AGM in Dublin at 10 a.m. on 13 June 2023. Yours sincerely, Brian Hall Executive Chairman Date: 17 May 2023 2 Great Western Mining Corporation PLC Operations Report For the year ended 31 December 2022 Principal activities, strategy and business model The principal activity of Great Western 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. These projects include both in situ mineralisation and waste reprocessing opportunities. Great Western has entered into a joint venture with a local partner to enable near-term production. The Group is also focused on progressing 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 2022, Great Western carried out exploration across its entire portfolio of seven claim groups (six of which are 100% owned, one of which is held under an option agreement) in Nevada. As part of the annual claim renewal procedure, the Group renewed all its claims with effect from 1 September 2022. Following renewal, the land position held by Great Western in Mineral County consists of 741 full and fractional unpatented claims, covering a total land area of approximately 61km². Review by Claim Group Olympic In 2020, 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. 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 style at Olympic is low-sulphidation epithermal banded quartz-gold vein. Historic production from the former Olympic Gold Mine totalled approximately 35,000 tonnes, at a grade of 25 grams/ton gold and 30 grams/ton silver, in the interwar period of 1918 to 1939. Based on its review of the historical data, Great Western believes that faulted offsets of the high-grade Olympic Vein remain to be discovered in the area and this forms one of the numerous target zones on the prospect. During 2022 several targets at Olympic were addressed with reverse circulation (“RC”) drilling near to the OMCO mine site and at the Trafalgar Hill prospect. In addition to the drilling, a drone orthophotography survey was flown to produce a precise digital topographic model, and bulk surface and auger samples were taken from various mine waste stores at the OMCO mine site. Drilling around the OMCO mine site was focused on possible unmined continuations of the vein on the west side of the fault. This proved successful, as hole OMRC015 intercepted compatible vein material, proving up a continuation of the OMCO vein. OMCR0015 intercepted 6.10 metres grading at 2.682 grams/ton Au average starting at 38.10 metres in the hole, including 8.110 grams/ton Au over 1.52 metres from 39.62 metres and 1.747 grams/ton Au over 1.52 metres from 41.15 metres. Pursuing this vein will be a primary objective of the next drill campaign. 3 Great Western Mining Corporation PLC Operations Report (continued) For the year ended 31 December 2022 Three holes were drilled at Trafalgar Hill on the Olympic claims. These holes, with an aggregate length of 436 metres, were targeted at the shallower zone identified as prospective via positive results in 2021, in the southern part of the Trafalgar Hill zone. The Company has developed a geological model based on the 2021 drilling and was able to predict the lithology and alteration features intersected in the three holes with great accuracy. Though intercepts identical in character to high-grade zones from 2021 occurred at the anticipated positions, only low-grade gold was intercepted this year. The best result at Trafalgar Hill was 21.33 m at 0.107 grams/ton Au starting at 83.82 m in hole OMRC013 (including 10.67 m at 0.127 grams/ton Au starting at 94.49 m). This is the longest zone of consistently anomalous gold yet intersected at Trafalgar Hill, and occurs in the southwestern- most hole drilled, indicating the system continues and is open in this direction. Black Mountain The Black Mountain Group (“BM”) lies on a southwest trending spur ridge of the Excelsior Range of mountains and comprises 249 full and fractional claims covering approximately 20.7km². The BM group contains both Great Western’s copper resource at M2 (covered under Copper Projects below) and the Mineral Jackpot prospect, where outcropping veins, vein workings and spoil heaps contain high-grade gold and silver. Although the five historic mines making up Mineral Jackpot produced gold and silver for some years before and after the turn of the 19th-20th century, access had only been by mule track and until this year none of the prospects had ever been drilled. Great Western has carried out soil surveys over the last three years, collected rock chip samples and conducted magnetometry surveys, on foot where possible and by specialist drones in the less accessible areas. A new 14 km road was constructed during the reporting period, with the dual objectives of providing access for a drill rig and a route for offloading numerous spoil heaps of mining waste for secondary recovery of gold and silver. Four holes were drilled at Mineral Jackpot in 2022. One hole, MJRC004, intercepted a 7.62 metre zone from 4.57 metres in the hole, grading at 180.94 grams/ton Ag and 0.315 grams/ton Au, contained within which was a high-grade silver zone hosted in quartz vein of 3.04 metres apparent thickness at 418.00 grams/ton Ag and 0.554 grams/ton Au, starting at 6.10 meters drilled depth. There is scope for extensive further drilling at various targets on the Mineral Jackpot claims, but the immediate focus is likely to be on shallow drilling with a small rig in the vicinity of the recent discovery. Rock House 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 the interpretation of 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 sericite alteration, along with silicification and oxidation, within basement siltstones and slates. Unlike many of Great Western’s other prospects, the RH targets were virgin territory until drilled by the Company in 2021. While past workings represent an important guide for exploration, a lack of any previous workings does not rule out any mineralisation. Indeed, any discovery made in such ground will have the benefit of being entirely intact as its highest-grade and nearest-surface portions will not have been removed by previous mining operations. The Southern Alteration Zone was first drilled by Great Western in 2021, having been identified along with other prospects at Rock House through satellite imagery and then extensive soil and rock chip sampling. In 2021, two holes intersected vein material grading approximately 8 grams/ton Au and 2 grams/ton Au respectively. Ambitious step out drilling this year aimed to find a coalescing of several thin veins, but this was not achieved. However, assay results provided evidence of copper (see Copper Projects section below for more details) which had not been anticipated and drilling has constructively added to knowledge of the prospects which will be used in designing future drilling activity. 4 Great Western Mining Corporation PLC Operations Report (continued) For the year ended 31 December 2022 Huntoon A total of 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 10km2. In 2022 drone magnetometry and orthophotography were conducted over Huntoon. For additional details on Huntoon, please see the Copper Projects section below. Jack Springs 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 northeasterly 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 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 to follow up on the exciting discovery in hole M4_05. The abundance of highly prospective targets in the Company’s portfolio, combined with rig availability issues, led to the JS projects being deferred during recent years. In 2022 drone magnetometry and orthophotography were conducted over Huntoon. Field visits and sampling were undertaken around the M4 prospect (see Copper Projects section below for more details). Eastside Mine The M8 copper prospect lies within the Eastside Mine (EM) claim group, named for 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 1970s, identifying mineralisation consisting of substantial copper and molybdenum values, within a northeast trending graben structure. Drilling by Conoco at the southern end of this structure identified thick successions of alteration together with copper enrichment. Conoco did not 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. During 2021 an induced polarization (IP) survey was performed at EM Group and the results were highly encouraging. The key findings of this work were fault zones accompanied by high resistivity and chargeability features, correlating with observed surface stockwork veining, silicification, copper mineralisation and copper soil halos. A field reconnaissance visit was made to Eastside early in the year but due to the Company’s precious metal focus, and the range of other highly prospective projects, no further action was taken there in 2022. The next task at Eastside will be to drill at targets identified during the 2021 IP survey. Tun 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. In 2022 drone magnetometry and orthophotography were conducted over Tun and a field reconnaissance visit was made early in the year. 5 Great Western Mining Corporation PLC Operations Report (continued) For the year ended 31 December 2022 Planned Processing Operations Over the last two years, Great Western has been researching the optimum means of processing mining waste for recovery of gold and silver. Originally this was planned to be a simple gravity separation process for spoil material from Mineral Jackpot, where there are 51 known spoil heaps. The concept was expanded once work began in earnest on the newly acquired Olympic Gold Project option in 2021, where extensive tailings, spoil heaps and a stockpile of material had been mined but never processed. During the period the Company concluded a way forward and has now signed a 50-50 joint venture agreement with Muletown Enterprizes LLC, a Nevada based contractor, to construct a processing mill on private land owned by Muletown. The joint venture company will be known as Western Milling LLC. Early in the year a second phase of auger drilling was conducted on the OMCO tailings pad, to test the depth and continuity of grade there. This work also provided a bulk sample for metallurgical test work, including cutting edge QEMSCAN grain and mineral mapping, which was conducted at a laboratory in Reno. This work confirmed the viability of the tailings for reprocessing. Great Western has engaged the services of an extensively experienced consulting metallurgist, who in 2021 wrote a report on the Mineral Jackpot test work. This consultant oversaw the metallurgical test work on the Olympic Tailings samples conducted in 2022 and visited Nevada to engage with our venture partners and visit the proposed plant site. In the last quarter of 2022, Great Western commissioned a new resource estimate of its mine waste material. This resulted in an Inferred Resource and several Exploration Targets, all reported in accordance with JORC, as follows: • An Inferred Resource of 31,000 tonnes, grading 1.6 grams/ton Au and 3.0 grams/ton Ag in tailings at Olympic Mine. • An Exploration Target of 3,400 – 6,400 tonnes grading between 0.5 and 1.2 grams/ton Au and 1.2 and 2.1 grams/ton Ag in the substrate beneath the tailings volume at the Olympic Mine. • An Exploration Target of 9,000 – 12,000 tonnes grading between 0.9 and 2.4 grams/ton Au and 2.0 and 5.1 grams/ton Ag in a coarse stockpile at Olympic Mine. • An Exploration Target of 4,200 – 7,700 tonnes grading between 40 and 140 grams/ton Ag and 0.3 and 0.3 grams/ton Au in spoil heaps at Mineral Jackpot. Overview of Copper Projects In addition to its gold and silver operations, Great Western has already drilled and established a partly inferred, partly indicated copper resource of 4.3 million tonnes at a grade of 0.45% at its M2 project in the Black Mountains group. This was a considerable achievement, with the potential to lead to the discovery of a much larger copper resource. Great Western believes there is untested potential in both directions along strike, on a structure of up to 5 km, supported by historical mine workings to the northeast, and an IP anomaly to the southwest. Great Western’s copper resource at the M2 project is complemented by copper potential on other claim groups: • At M4 in Jack Springs claim group, approximately 4 km from the M2 resource, the company has previously identified copper in drill intercepts (21.18 m at 0.35% Cu starting at 106.22 m in hole M2_005, including 5.64 m at 0.48% Cu and 0.105 grams/ton Au starting at 106.22 m). During 2022, surface showings in two existing hill-cut trenches were mapped and continuously chip sampled, resulting in two 16 m zones at 0.2% and 0.28% Cu respectively. These surface results are separated from the drill intercept by around 140 m in 3D space, but whether they represent the same structure is not yet understood. 6 Great Western Mining Corporation PLC Operations Report (continued) For the year ended 31 December 2022 • At Huntoon, situated 7 km west of M4, and 10 km southwest of M2, is another key copper prospect at which the Company, in the past, drilled a single hole which assayed at 0.35% Cu over 27.4 metres. Huntoon also contains a sizable copper anomaly in soils associated with a shear zone, which has a clear magnetic signature identified on drone magnetometry conducted in early 2022. Post mineralisation tertiary lavas obscure both the geochemical anomaly and the southwestern continuation of the linear anomaly associated with the shear zone. • As referenced above, drilling at Rock House during the period beneath a surface gossan identified an underlying intercept of anomalous copper grades (12.19 m at 0.20 % Cu from 28.96 m in hole RHRC010, including 3.05 M @ 0.31% Cu from 36.58 m). This is the first intercept of elevated copper at Rock House and was not the target for this drilling. The copper zone remains open to the west and at depth. • An IP survey was conducted over the Eastside Mine group of claims revealing IP anomalies with promising copper potential and producing clear drill targets for future exploration. Finally, there is further copper potential at the Tun Claim Group. • A major copper project is too large an undertaking for a company of Great Western’s size and so a larger partner is being sought. Although no firm decision has been made, Great Western may restart a limited drill programme to demonstrate the potential for resource expansion at M2, as well as reviewing exploration opportunities at the other claim groups to provide a broader base of copper potential for an incoming industry partner. Reclamation work The Company has undertaken significant reclamation work at Rock House, the OMCO Mine, the M2 Project and Sharktooth to ensure that regulatory commitments are met and to release permitted acreage ready for further drilling activity in 2023. Submissions relating to the reclamation work have been made to regulatory authorities and the process is expected to be completed in 2023. Summary of 2022 Work Programme • Drilling at Rock House, Olympic (including OMCO and Trafalgar Hill) and Mineral Jackpot, resulting in high grade intercepts in unmined portions of the OMCO vein and at Mineral Jackpot. • Auger and bulk surface sampling at Olympic tailings, course stockpile and Mineral Jackpot spoil heaps. • Metallurgical Test results on Olympic tailings from McClelland Laboratory • • • • Drone magnetometry of Tun, Jack Springs, Huntoon claim groups, and Mineral Jackpot prospect. • Drone orthophotography of Tun, Jack Springs, Huntoon and Olympic claim groups, and Mineral Jackpot Inferred resource in Olympic tailings, along with Exploration Targets in Olympic coarse stockpile. Exploration targets defined at Mineral Jackpot spoil heaps. Field visit by highly experienced metallurgist. prospect. • Hill-cut chip sampling at M4. Looking Forward Great Western’s plans for 2023 are to follow up on the high-grade intercepts at Mineral Jackpot and the OMCO vein and to focus on planning, constructing and operating the proposed process mill with the objective of transitioning from pure exploration focus to a combination of exploration and commercial production. In addition to these main objectives, a diverse slate of field exploration activities is planned as a low-cost high- impact method of improving prospects and targets in the company’s pipeline. Dr James Blight Exploration Manager Date: 17 May 2023 . 7 Great Western Mining Corporation PLC Directors’ Biographies For the year ended 31 December 2022 Brian Hall – Executive Chairman • Chartered Accountant who became a member of the small team which landed the first commercial oil from the UK North Sea • Over 40 years managing natural resources companies • Founded oil company Aminex PLC in 1991, took it to the LSE Premium List and managed its activities in 8 countries, discovering and exploiting oil or gas on three continents • Aminex is one of very few independent oil companies to have paid a Russia exit dividend • Joined the Great Western board in 2012, Chairman in 2013 and Executive Chairman in 2019 Robert O’Connell – Operations Director • Graduate of Texas Christian University • • • Trained oil and gas driller 20 years’ operating experience in oil and mining Founder employee of Great Western, staked the original claims and oversaw 5,000 metres of drilling, resulting in an Inferred copper resource of 19,000 tonnes copper Fully familiar with all regulatory requirements in Nevada and has built trust and good working relations with both the host state and federal authorities Joined the Board of Great Western in 2006 • • Max Williams – Finance Director and Company Secretary • Chartered Accountant • Nearly 30 years’ experience managing the finances of publicly-traded natural resources companies • Until 2019 Financial Controller/Secretary and subsequently Finance Director of Aminex PLC, controlling the finances of a group operating in multiple jurisdictions Joined the Great Western Board in 2019 • Andrew Hay – Senior Non-Executive Director • Graduate of Oxford University • Over 30 year banking career in London and New York • • Senior Adviser at Smith Square Partners, leading London corporate finance firm Formerly Chairman of LGB Corporate Finance and before that built and led the corporate finance business of Edmond de Rothschild in London Experience in debt and equity capital markets and international M&A Joined the Great Western Board in 2020 and is Chairman of Audit and Risk Committees • • 20-year career as a mining specialist Alastair Ford – Non-Executive Director • Graduate of Oxford University • • Mining journalist on the Investors’ Chronicle • • • Currently a Mining Affairs Consultant for ProactiveInvestors.com • Non-Executive Director, Xtract Resources PLC • Editor of The Minesite.com Formerly, Chief Investment Officer at Mineral & Financial Investments PLC for six years Joined the Great Western Board in 2020 and is Chairman of Remuneration Committee Gemma Cryan – Non-Executive Director 20-year experienced mineral exploration geologist Experienced in corporate affairs First Class Honours degree in Earth Sciences from the National University of Ireland Previously Geology Manager, Greatland Gold PLC Executive Director, Starvest PLC which supports early-stage mineral exploration ventures • • • • • • Non-Executive Director, First Development Resources PLC • Joined the Great Western Board in 2021 8 Great Western Mining Corporation PLC Directors’ Report For the year ended 31 December 2022 The Directors present their report and audited financial statements for the year ended 31 December 2022 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 €963,765 (2021: €689,252) 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 2022 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 2022 and the consolidated statement of financial position as at that date are set out on page 30 and 31 respectively. The loss for the year amounted to €792,263 (2021: €535,960). All exploration and development costs to date have been capitalised. No dividends were paid during the year (2021: €Nil). Directors and Secretary and their interests In accordance with the articles of association, Alastair Ford 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 2022 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 Gemma Cryan Alastair Ford Brian Hall Andrew Hay Robert O’Connell Max Williams (* Or date of appointment) 17 May 2023 - - 172,500,000 13,700,000 34,170,490 62,500,000 Number of ordinary shares 31 Dec 2022 - - 110,000,000 13,700,000 21,670,490 50,000,000 31 Dec 2021 - - 85,000,000 13,700,000 21,670,490 50,000,000 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 2022 had the following beneficial interests in options over the Company’s Ordinary shares: 9 Great Western Mining Corporation PLC Directors’ Report (continued) For the year ended 31 December 2022 Directors and Secretary and their interests (continued) Name of Director Name of Director Holding at 1 January 2022 Granted during the year Exercised during the year Holding at 31 December 2022 Weighted average exercise price Gemma Cryan Alastair Ford Brian Hall Andrew Hay Robert O’Connell Max Williams 6,000,000 6,000,000 19,666,667 6,000,000 26,000,000 9,000,000 3,000,000 3,000,000 10,000,000 3,000,000 10,000,000 10,000,000 - - - - - - 9,000,000 9,000,000 29,666,667 9,000,000 36,000,000 19,000,000 £0.00125 £0.00125 £0.00440 £0.00125 £0.00559 £0.00111 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 2022 was €nil (2021: €nil). Since the year-end, Brian Hall, Robert O’Connell and Max Williams were granted 10,000,000 options each and Gemma Cryan, Alastair Ford and Andrew Hay were granted 3,000,000 options each. The exercise price on grant was Stg0.09 pence per share. 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 2022 had the following beneficial interest in warrants over the Company’s Ordinary shares: Name of Director Brian Hall Max Williams Holding at 1 January 2022 31,250,000 31,250,000 Lapsed during the year (31,250,000) (31,250,000) Exercised during the year - - Holding at 31 December 2022 - - The warrants had an exercise price of Stg 0.16 pence per ordinary share and lapsed on the third anniversary of grant, 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 21 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: Spreadex Ltd Brian Hall Andrew Webley Number of shares 181,750,000 172,500,000 148,411,136 Per cent 3.97% 3.77% 3.24% 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. 10 Great Western Mining Corporation PLC Directors’ Report (continued) For the year ended 31 December 2022 Share price The share price movement in the year ranged from a low of €0.0010/£0.00105 to a high of €0.0025/£0.0016 (2021: €0.0010/£0.0010 to a high of €0.0050/£0.0029). The share price at the year-end was €0.0010/£0.00125 (2021: €0.0015/£0.0013). 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 gold, silver and copper weakened during 2022 but have strengthened during the early months of 2023. 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 Group considers the risk of climate change and the importance of maintaining a low carbon footprint. At the Group’s current stage of development, the Board considers the carbon emissions are low but with plans to develop processing operations the Group will continue to monitor factors which impact the environment as well as investor and public sentiment. 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: Geological risk 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. Technical risk 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. 11 Great Western Mining Corporation PLC Directors’ Report (continued) For the year ended 31 December 2022 Main trends and factors likely to impact future business performance (continued) Corporate risk 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. The Group relies on local contractors to provide exploration services. High demand may give to delays in the work programme and increased prices. 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. Covid-19 and the war in Ukraine - the Directors monitor global events and the potential impact on the Group’s operations. Covid-19 continued to provide challenges in early 2022 and the Group adapted its work practices as required. The Board considers that the risks and uncertainties arising from Covid-19 have largely disappeared although it will continue to monitor any changes. The Board also monitor the impact of the war in Ukraine. As the Group’s operations are in Nevada, the Directors do not believe its activities have been affected but the impact on equity markets may give rise to sources of funding being limited or more expensive. • • 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. The Board monitors the availability and suitability of sources of funding to support the operations. Financial risks 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. 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 holds funds in each currency to reduce risk. The Company may also undertake fundraising activities in local currencies, thus creating foreign currency exposure. Corporate Governance Statement The Directors of Great Western Mining Corporation PLC recognise the importance of good corporate governance and have adopted the Quoted Companies Alliance Corporate Governance Code (“QCA Code”). The Board agrees to and endeavours to conform to the ten principles outlined in the QCA Code. Statements by the Directors in relation to the Company’s application of corporate governance principles, compliance with the principles of the QCA Code and the Group’s system of internal controls are set out on pages 16 to 22. 12 Great Western Mining Corporation PLC Directors’ Report (continued) For the year ended 31 December 2022 Remuneration committee 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 2022, excluding share-based payments was as follows: Executive Directors’ remuneration Brian Hall Robert O’Connell Max Williams Total executive Directors’ remuneration Non-executive Director fees Gemma Cryan (appointed 27 May 2021) Alastair Ford Andrew Hay Total non-executive Director’s fees Total Directors’ remuneration 2022 € 2021 € 87,950 91,860 78,232 78,000 97,675 87,950 267,767 253,900 29,303 14,066 14,066 57,435 17,519 14,364 14,260 46,143 311,335 313,910 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 €15,245 in the period (2021: €14,535). 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. 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 2022 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. 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 31 December 2022, 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 2022. As the Group is not generating revenues, an operating loss is expected for the next twelve months. At the balance sheet date, the Group had cash and cash equivalents amounting to €0.14 million and the Company raised an additional amount of €0.86 million (net of transactions expenses) through a placing in January 2023. 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 lode claims in Nevada will be assisted by the generation of first revenues from the reprocessing of historical spoil heaps and tailings and can be further assisted, if necessary, by raising additional capital, the deferral of planned expenditure and other cost saving actions, loan facilities for revenue-generating operations or from future revenues. The Directors have taken into consideration the Company’s successful completion of placings and the exercise of warrants and options since 2019, including the placing completed in January 2023, to provide additional cash resources. The Directors concluded that the Group will have sufficient resources to continue as a going concern for the future, that is for a period of not less than 12 months from the date of approval of the condensed consolidated financial statements. However, there exists a material uncertainty that may cast significant doubt over the ability of the Group to continue as a going concern. The Group may be unable to realise its assets and discharge its liabilities in the normal course of business if it is unable to raise funds for further exploration on and development of its exploration assets. The condensed consolidated 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 2022 Political and charitable donations The Company did not make any political or charitable donations during the year (2021: €Nil). Post balance sheet events On 30 January 2023, the Company granted a total of 52,000,000 share options with an exercise price of £0.0009 per share and an option life of seven years. The options vested immediately and exercise is subject to performance conditions being a minimum 50% uplift in the share price. Included in the option grant were 39,000,000 options granted to directors. Brian Hall, Robert O’Connell and Max Williams were granted 10,000,000 options each and Gemma Cryan, Alastair Ford and Andrew Hay were granted 3,000,000 options each. 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, Surrey, 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, PKF O’Connor, Leddy & Holmes Limited, Chartered Accountants, were appointed and will continue in office. For and on behalf of the Board Brian Hall Executive Chairman Date: 17 May 2023 Max Williams Finance Director 15 Great Western Mining Corporation PLC Corporate Governance For the year ended 31 December 2022 The Directors of Great Western Mining Corporation PLC recognise the importance of good corporate governance and have adopted the Quoted Companies Alliance Corporate Governance Code (“QCA Code”). The Board agrees to and endeavours to conform to the ten principles outlined in the QCA Code. The Board has reviewed the principles and concluded that Great Western has complied with the QCA Code during the course of the year except in relation to the following matters: • • • A performance evaluation of the Board, its Committees and its Directors was not undertaken during the year following the expansion of the Board and new members of the Committees being appointed. The Board recognises that a formal evaluation process is required and expects to implement a formal procedure within the current year. Great Western does not have at least two independent non-executive directors. The Company has granted options over the ordinary shares to each of the Non-Executive Directors. The Board considers that the grant of options in conjunction with the Non-Executive Directors’ fees paid enable the Company to attract suitable candidates to the Board as the Company seeks to grow. As detailed in Note 21 to the financial statements, Mr Ford and Mr Hay receive consulting fees for other services provided. Other than the grant of options and consulting fees, the Board considers the three Non-Executive Directors are free from any business relationships of circumstances that could materially affect their independent judgement. Mr Hall continues to hold the combined role of Executive Chairman as the Company has not appointed a Chief Executive Officer. While the Board supports the segregation of duties between the roles of Chairman and Chief Executive Officer, the Board currently believes the dual role provides more benefit to the Company during a period of growth, including the preservation of cash for exploration expenditure, and has accordingly strengthened the non-executive representation on the Board. Details of how the Company addresses the ten governance principles defined in the QCA Code are set out below and are found on the Company’s website in accordance with AIM Rule 26. 1. Establish a strategy and business model which promote long-term value for shareholders Great Western is a natural resource company with the following strategy: • • • • Exploration for gold and silver on existing licensed acreage to establish a resource with a view to commercial exploitation. Exploitation of previously mined material to achieve early gold and silver sales. Expanding the search for precious metals into new areas such as the Olympic Gold Project. Developing substantial copper potential with a larger industry partner. Great Western is focused on its seven claim groups which offer the potential for exploiting (1) short term gold and silver deposits, including the potential to reprocess spoil heaps and tailings from historical mining operations, and (2) long-term, world-class copper deposits, including one currently held under an option agreement, in Mineral County, Nevada. Six of the properties are in the west of Mineral County and are 100% owned and operated. The Company also has an option to acquire a seventh property, the Olympic Gold Project, in the east of the county. All claim groups are hosted by the regional Walker Lane Structural Belt, the largest structural and metallogenic belt in Nevada, yet one of the least explored in recent times. The strategy is designed to promote long-term value for shareholders by enabling the Company to generate revenues from the exploitation of previously mined material and either to attract industry partners or otherwise raise finance to commercialise projects or to enable the crystallisation of value in the assets through farm-out or outright sale. 16 Great Western Mining Corporation PLC Corporate Governance (continued) For the year ended 31 December 2022 The Board seeks to reduce shareholder risk through operating in regions which are stable and provide a commercially attractive environment. The Company has operated in Nevada for over 15 years. The Board implements the strategy using its in-house technical expertise and operational experience assisted by the local communities, suppliers and service providers in Nevada. The Board updates shareholders regularly on operations and reports on its strategy and the mitigation of challenges in its Annual Report and Half-Yearly Report. 2. Seek to understand and meet shareholders needs and expectations The Board recognises that it is accountable to shareholders for the implementation of the Company’s strategy, performance and activities and is committed to providing effective communication with shareholders. The Company’s Executive Chairman, Brian Hall, is responsible for shareholder communications. Any shareholder questions may be emailed for the attention of the Company using the form on the Company’s website at: www.greatwesternmining.com/contact. The Annual General Meeting is considered a significant forum for dialogue with its shareholders. All Directors expect to attend the Annual General Meeting in person or by dial- in link. The Board supports measures to disseminate published news through social media, to provide additional opportunities for the Company to present information on activities and to liaise with shareholders outside the Annual General Meeting and informs shareholders of these opportunities as they arise. The Executive Chairman and Finance Director maintain regular contact with the Company’s advisers. Information on shareholder needs and expectations is shared with the Board. 3. Take into account wider stakeholder and social responsibilities and their implications for long-term success The Company’s long-term success relies on good relations with a wide range of stakeholders both internal (employees) and external (suppliers, sub-contractors, regulatory authorities, federal and state governments and local communities). The Company’s staff is a key stakeholder group and the small size of Great Western ensures that Executive Directors and employees are in frequent communication with each other which assists in decision-making and the implementation of tasks. The Board acknowledges that the Company’s activities may have an impact on the environment. The Board recognises that exploration in wilderness areas carries a responsibility and takes very seriously the need to adhere to environmental and conservation legislation. The Board ensures that the Company meets its regulatory and environmental responsibilities and works in accordance with the regulations for maintaining lode claims as set out by the Bureau of Land Management and the US Forest Service. To this end the Company engages an expert environmental and planning company to ensure that actions taken today will not affect shareholder value later. The regulations require the Company to conduct reclamation work for any ground disturbance and such reclamation work is agreed and bonded in conjunction with the permitting of planned operations. The Board conducts the Company’s operations with the support of the local communities including suppliers and contractors with the required skill and experience. The Board also recognises its ethical and legal responsibility to work with indigenous title communities to maintain relationships. The Company ensures that it engages with indigenous title communities and external expert consultants in order to identify and preserve cultural heritage sites. 17 Great Western Mining Corporation PLC Corporate Governance (continued) For the year ended 31 December 2022 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation Natural resource exploration is inherently high risk and the global market for minerals is cyclical. Each investor should consider the risks associated with an investment in exploration companies but the opportunities may provide potentially significant returns. The Board believes that the Company’s range of assets in Nevada provide a material spread of risk enabling exploration for different minerals, primarily gold, silver and copper. The Board undertakes an annual review of the claims to assess the appropriateness of continued exploration on each claim group. The Board comprises Directors who provide a range of experience in natural resources and capital markets. The Company operates in accordance with its Financial Position and Prospects Procedures to assist with corporate and financial governance. The Company maintains a risk register that identifies the key corporate, geological, technical and financial risks to which the Company is exposed. The risk register is reviewed and if required updated at each Board meeting. The impact of risks is mitigated by: the recruitment of appropriately qualified and experienced staff to key financial, technical and management positions; consideration of industry risks through the assessment of exploration targets; cash flow management and treasury procedures; and regular management, Committee and Board meetings to review operating and financial activities. Insurance cover is arranged as appropriate. In conjunction with the preparation and approval of the Annual Report and Half-Yearly Report, the Audit Committee conducts an in-depth review of financial and industry risks. 5. Maintain the Board as a well-functioning, balanced team led by the chair 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 has approved control procedures that assess and manage risk and ensure robust financial and operational management within the Group. Day-to-day management is devolved to the Executive Directors, seeking approval from the Board on all significant financial and operational matters. The Board currently comprises three Executive Directors and three Non-Executive Directors. Andrew Hay has been appointed the Senior Non-Executive Director. In order to attract Non-Executive Directors of sufficient experience and calibre, the Company has awarded options in accordance with the Share Option Plan to each of the Non-Executive Directors. The QCA Code recommends that Non-Executive Directors do not participate in option schemes but the Board considers the combination of Directors’ fees and options to be appropriate for a Company of Great Western’s size and resources. Two Non-Executive Directors also receive consulting fees for other services as set out in Note 21 to the financial statements. The Board has agreed to meet at least six times in each calendar year and during the year ended 31 December 2022 met on seven occasions. The Board met on one further occasion to consider and to approve the grant of options. 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. 18 Great Western Mining Corporation PLC Corporate Governance (continued) For the year ended 31 December 2022 Directors’ attendance at Board and Committee Meetings Number of meetings Gemma Cryan Alastair Ford Brian Hall Andrew Hay Robert O’Connell Max Williams Board (main) 7 Meetings attended 7 7 7 7 7 7 Audit Committee 2 Meeting attended - 2 - 2 - - Remuneration Committee 1 Meetings Attended - 1 - 1 - - Nominations Committee 1 Meetings attended - 1 1 1 - - During 2022, Directors who were not Committee members attended meetings of the Committees by invitation and these details have not been included in the summary above. The Remuneration Committee has not met since Gemma Cryan was co-opted to the Committee. Executive Chairman The Board acknowledges that the current appointment of an Executive Chairman, which combines the dual roles of Chairman and Chief Executive Officer, is not in accordance with recommend best practice as set out in the QCA Code. However the Board believes that the appointment of an Executive Chairman is appropriate for the Company at this stage of its development and assists with the preservation of capital for use on exploration activities. The Board considers that the appointment of three Non-Executive Directors with a range of experience and knowledge provides effective balance for the composition of the Board. 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 is comprised of two 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 include 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 to consider matters relating to the 2021 Annual Report and the 2022 Half-Yearly Report. 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. The Audit Committee also considered and recommended the approach for the appointment of new auditors and oversaw the process. The Audit Committee reviewed the proposals received and made its recommendation to the Board for approval. Nomination committee The Nomination Committee, which comprised Brian Hall (Chairman of the Committee) and two 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. 19 Great Western Mining Corporation PLC Corporate Governance (continued) For the year ended 31 December 2022 Remuneration committee The Remuneration Committee comprised of two Non-Executive Directors, Alastair Ford (Chairman of the Committee) and Andrew Hay during the year with Gemma Cryan co-opted on to the Committee from 31 January 2022. 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. The Remuneration Committee met once during the year. 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. 6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities The Directors provide a diverse range of skills and experience spanning technical, geological, financial and operational disciplines relevant to the development and management of a natural resources public company and sufficient to enable the successful execution of the Company’s strategy. The Board comprises five men and one woman. Directors keep their skill sets up to date by attendance at, and participation in, various events organised by their respective industry sectors and by participation in continuing professional development courses. The Directors are also advised on relevant regulatory compliance and statutory matters through briefings primarily through the Company’s Nominated Adviser and external legal adviser, and all Executive and Non-Executive Directors have access to the Company’s external advisers. The Board engages external geologists, metallurgists, environmental specialists and a number of other specialist consultants to produce the required surveys and reports required by the Company. 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 composition of the Board with respect to skills, experience and gender will be kept under review. 7. Evaluate the Board performance based on clear relevant objectives, seeking continuous improvement The Company does not currently have a formal evaluation procedure for individual Board members and therefore does not comply with the recommendations set out in the QCA Code. However the performance of the Executive Directors is informally evaluated by the Remuneration Committee. The conclusions are considered when determining changes in the executive remuneration levels but also with reference to the Group’s current cash position. The Remuneration Committee thereby grants options in accordance with the Company’s Share Option Plan from time to time and where considered warranted. The Board considers that the corporate governance policies it has currently in place for Board performance reviews is commensurate with the size and development stage of the Company. The Board recognises the change in the composition of the Board since November 2019 and will develop more comprehensive and appropriate performance evaluations of its Board and to provide for Board succession planning. 8. Promote a corporate culture that is based on ethical values and behaviour The Board believes in promoting and maintaining high ethical standards to support its strategy and to maximise shareholder value. The Group’s corporate structure is considered appropriate for the size of Group. 20 Great Western Mining Corporation PLC Corporate Governance (continued) For the year ended 31 December 2022 Matters considered by the Remuneration Committee, the Audit Committee and the Nominations Committee are recommended to the Board for approval by the full Board. Each Committee meets in accordance with its Terms of Reference and is assisted by the Company Secretary as appropriate. The Company has instigated a range of policies to help generate a strong and open corporate culture, not only between Directors and staff but also with shareholders, suppliers, services providers and the communities within which the Company operates. Since the year-end, the Board has reviewed and updated the Company’s financial position and prospects procedures and will be circulated to staff as appropriate. Updated policies include: Whistleblowing policy The Company has a whistleblowing policy which would enable employees, service providers and other third parties to report and to take advice on any malpractice or illegal act or omission by others. Anti-bribery and corruption policy The Company’s Anti-Bribery and Corruption policy sets out the Company’s expectation that all employees and service providers to conduct their day-to-day business activities in a fair, honest and ethical manner. Health and safety policy The Company seeks to ensure a high level of health, safety and security standards, ensuring staff receive appropriate training to work safely in the potentially adverse conditions in Nevada. The Company is committed to providing a safe working environment for employees and service providers and health and safety is a key risk identified in the Company’s risk register. Share dealing policy The Company has adopted a share dealing policy for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and the Euronext Growth Market and is in accordance with the requirements of the Market Abuse Regulation. The Company takes all reasonable steps to ensure compliance with the share dealing policy by the Directors and employees. 9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board The Board is responsible for all aspects of the Company’s activities. The Executive Chairman is responsible for the effectiveness of the Board and for primary contact with shareholders with management of the Company’s business overseen by the by the Executive Directors. The Board has agreed a series of matters reserved for its decision and has approved terms of reference for the Audit Committee, the Remuneration Committee and the Nominations Committee. The chair of each committee reports to the Board on the activities of that committee. The Executive Chairman has overall responsibility for corporate governance and for promoting high standards throughout the Company. He chairs the Board, ensuring the Committees have appropriate terms of reference and are conducted in accordance therewith, considers the performance of individual Directors, provides leadership in the development of strategy and setting objectives, and is responsible for communication between the Company and its shareholders. The three Executive Directors, including the Executive Chairman, are responsible for implementing and delivering the strategy and operational decisions agreed by the Board, including the operational and financial decisions required in the day-to-day management of the company. The Non-Executive Directors contribute independent thinking and judgement through the application of external experience and knowledge, review and challenge the performance and recommendations of Executive management and ensure that the Company is conducted in accordance with the governance and risk framework approved by the Board. 21 Great Western Mining Corporation PLC Corporate Governance (continued) For the year ended 31 December 2022 10. Communicate how the company is governed and performing by maintaining a dialogue with shareholders and other relevant stakeholders The Board recognises that it is accountable to shareholders for the implementation of the Company’s strategy, performance and activities and is committed to providing effective communication with shareholders. The Company provides regular operational updates published through stock exchange announcements and the Company’s website. The Annual General Meeting is considered a significant forum for dialogue with its shareholders. The Board supports measures to provide additional opportunities for the Company to disseminate published news through social media, to present information on activities and to liaise with shareholders outside the Annual General Meeting and informs shareholders of these opportunities as they arise. The Company provides summaries of the work undertaken by and the conclusions of the Audit Committee and Remuneration Committee in the Annual Report. By order of the Board Brian Hall Executive Chairman Date: 17 May 2023 Environmental, Social and Governance Great Western is aware of the potential impact that the Group’s activities may have on the environment and therefore complies with the local regulatory requirements as a minimum with regard to its own operations and operations conducted by previous holders of its claims. Environment The Group is committed to applying best practices, using current technology to design and manage the Group’s operations to minimise the impact on the environment. Where possible the Group will utilise existing equipment and infrastructure to reduce the impact on the environment and reclaim land disturbed by operations. Social The Group is committed to engaging with local communities and creating opportunities to enable those communities to participate in assisting the Group’s activities. The Board also recognises its ethical and legal responsibility to work with indigenous title communities to maintain relationships. The Company ensures that it engages with indigenous title communities and external expert consultants in order to identify and preserve cultural heritage sites. Governance The Board is committed to ensuring that the Group institutes and maintains the highest standards of safety, environmental, financial, and business ethics and reviews and adapts the Group’s policies accordingly. 22 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 2022 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 and Euronext Growth 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: 17 May 2023 Max Williams Finance Director 23 Great Western Mining Corporation PLC Independent Auditor’s Report to the Members of Great Western Mining Corporation PLC For the year ended 31 December 2022 Opinion We have audited the financial statements of Great Western Mining Corporation PLC and its subsidiaries (the ‘group’) for the year ended 31 December 2022 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is Irish law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2014. In our opinion: • • • • the financial statements give a true and fair view of the state of the group’s and of the parent assets, liabilities and financial position as at 31 December 2022 and of the group’s and parent company’s loss for the year then ended; the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2014; and the financial statements have been 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 are independent of the group and parent company 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Materiality uncertainty related 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. We draw attention to note 2 in the financial statements concerning the group and parent’s ability to continue as a going concern. The Group incurred a loss for the year of € 792,263 (2021: loss of € 535,960) after exchange loss on retranslation of foreign operations of € 46,807 (2021: Gain of € 121,852) at the balance sheet date. The Group had net asset of € 8,618,024 (2021: € 8,945,631) and the Company had net assets of € 6,953,807 (2021: € 8,929,566) at the balance sheet date. The going concern assumption of the group and parent company is dependent on the group and parent company obtaining additional finance to meet the working capital needs for a period of not less than twelve months from the date of approval of the financial statements. 24 Great Western Mining Corporation PLC Independent Auditor’s Report (continued) For the year ended 31 December 2022 These events and conditions, along with the other matters as set forth in note 2 to the financial statements, indicate that a material uncertainty exists that may cast significant doubt on the group and parent company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Our evaluation of the directors’ assessment of the group’s and parent company’s ability to adopt the going concern basis of accounting included: • Obtaining an understanding of the group and parent company’s relevant controls over the preparation and review of cash flow projections and assumptions used in the cash flow forecasts to support the going concern assumption and assessed the design and implementation of these controls; • Challenging the key assumptions used in the cash flow forecasts by agreement to historical run rates, • • expenditure commitments and other supporting documentation; Testing the clerical accuracy of the cash flow forecasts; Sensitivity analysis on the cash flow forecasts to assess the amount of headroom available to the group and parent company based on its year end cash position; • Assessment of the group and parent company’s ability to raise additional finance; and • Assessment of the adequacy of the disclosures in the financial statements with a particular focus on appropriate disclosure of the key uncertainties relating to going concern. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Our application of materiality The materiality applied to the group financial statements was € 116,400. This has been calculated using Gross Assets benchmarks which we have determined, in our professional judgement, to be the most appropriate benchmarks within the financial statements relevant to the members of the Group in assessing financial performance. The materiality applied to the parent company financial statements was € 61,187 based upon 3% of Profit/(loss) before tax. Performance materiality was 75% of overall materiality for the group and parent company. We report to the Audit Committee all corrected and uncorrected misstatements we identified through our audit in excess of €5,800 for the group and parent company. We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion. An overview of the scope of our audit In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors and considered future events that are inherently uncertain. We also addressed the risk of management override of controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. The group and its two subsidiaries are accounted for from a central location in Surrey, United Kingdom. 25 Great Western Mining Corporation PLC Independent Auditor’s Report (continued) For the year ended 31 December 2022 Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter 1. Valuation and recoverability of intangible assets – Exploration and Evaluation assets (refer note 11) The group carries a material amount of intangible assets in relation to capitalised costs associated with group’s exploration activities in both the consolidated balance sheet and parent company balance sheet. As a result, the following risks arise: - Costs may have been incorrectly capitalised and not conform with all the 6 step criteria detailed in IAS 38. - The carrying value of the capitalised cost may be overstated and the realisation of these intangible assets is dependent on the discovery and successful development of mineral reserves, which is subject to a number of risks and uncertainties, including obtaining title to licences and the ability of the group to raise sufficient finance to develop the projects. - 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 as per IFRS 6. How the scope of our audit addressed the key audit matter The work undertaken to mitigate the risks were as follows: • We reviewed and challenged management’s assessment of impairment of exploration activities, considered whether there are any indicators of impairment as per IFRS 6. We found the judgements used by management in their impairment assessment were reasonable. • We verified the capitalised exploration costs meet the eligibility criteria detailed in IAS 38 for that given site. • We substantively tested additions in the year back to supporting documentation to include licences held by the group and parent company to identify terms and commitments in relation to those licences. • We also considered the adequacy of the disclosures included in the financial statements in accordance with IFRS. • We reviewed management’s assessment on budget to analyse the planned expenditure on each claim group and flow forecasting to determine if the entity has enough funds to operate the exploration and evaluation activities. future cash 26 Great Western Mining Corporation PLC Independent Auditor’s Report (continued) For the year ended 31 December 2022 Key Audit Matter How the scope of our audit addressed the key audit matter Recoverability of Amount owed to subsidiary undertaking of GWM Corporation PLC (refer note 12) The work undertaken to mitigate the risks were as follows: - There is a risk that the carrying value of intercompany receivables in the Great Western Mining Corporation PLC financial statement will be greater than the estimated recoverable amount. company - There is a significant risk in relation to the carrying value to the investments and recoverability of the Intercompany receivables given the level of judgement in determining whether an indication of impairment exists and is reasonable. • We reviewed management’s assessment of impairment computation and estimation policy, there are any other considered whether indicators of the judgements used by management in their impairment assessment were reasonable. impairment. We found • We challenged management assessment by performing detailed audit procedures to gain understanding of the process around the recoverability. • Comparing the Group net assets to the net assets of the company only accounts. • We also considered the adequacy of the disclosures included in the financial statements in accordance with IFRS. Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 27 Great Western Mining Corporation PLC Independent Auditor’s Report (continued) For the year ended 31 December 2022 Opinions on other matters prescribed by the Companies Act 2014 In our opinion, based on the work undertaken in the course of the audit, we report that: the information given in the directors’ report for the financial year for which the financial statements • are prepared is consistent with the financial statements; and • the directors’ report has been prepared in accordance with the Companies Act 2014. 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 financial statements are in agreement with the accounting records. Matters on which we are required to report by exception Based on the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. 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. Responsibilities of directors As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the group and parent company financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to those directly impacting the preparation of the financial statements, such as the Companies Act 2014 and the AIM Rules. There are no significant laws and regulations currently impacting the trading activities of the group other than compliance with normal business contractual terms. 28 Great Western Mining Corporation PLC Independent Auditor’s Report (continued) For the year ended 31 December 2022 We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements, and determined that the principal risks related to management bias through judgements and assumptions in significant accounting estimates, and to posting inappropriate journal entries. The key audit matters section of our report explains the specific procedures performed in respect of the valuation and recoverability of intangible assets. Auditor’s responsibilities for the audit of the financial statements (continued) Our audit procedures performed included: • Discussions with and inquiry of management and those charged with governance in relation to known or suspected instances of non-compliance with laws and regulations and fraud; • Review of minutes from board and other committee meetings; • Challenging assumptions and judgements made by management in their significant accounting • estimates; Testing the appropriateness of journal entries and other adjustments, and evaluating the business rationale of any significant transactions that are unusual or outside the normal terms of business. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the IAASA’s website at: https://www.iaasa.ie/Publications/Auditing-standards/ This description forms part of our auditor’s report. Use of our report This 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. Keith Doyle For and on behalf of PKF O’Connor, Leddy & Holmes Limited Statutory Auditor Century House Harold’s Cross Road Dublin 6W Date:17 May 2023 29 Great Western Mining Corporation PLC Consolidated Income Statement For the year ended 31 December 2022 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 2022 € 2021 € 4 5 7 (951,294) 527 (950,767) (536,178) 218 (535,960) 158,504 (792,263) - (535,960) (792,263) (535,960) Loss per share from continuing operations Basic and diluted loss per share (cent) 8 (0.0002) (0.001) All activities are derived from continuing operations. All losses are attributable to the owners of the Company. The accompanying notes on page 37 to 69 form an integral part of these financial statements. Consolidated Statement of Other Comprehensive Income For the year ended 31 December 2022 Loss for the financial year (792,263) (535,960) Notes 2022 € 2021 € 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 400,861 400,861 498,070 498,070 (391,402) (37,890) The accompanying notes on page 37 to 69 form an integral part of these financial statements. 30 Great Western Mining Corporation PLC Consolidated Statement of Financial Position For the year ended 31 December 2022 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 Decommissioning provision Share warrant provision Total current liabilities Total liabilities Total equity and liabilities Notes 2022 € 2021 € 10 11 13 14 18 18 19 15 16 17 76,635 8,462,329 8,538,964 272,887 145,197 418,084 72,170 7,086,254 7,158,424 110,940 2,042,547 2,153,487 8,957,048 9,311,911 357,751 13,572,027 368,709 920,104 (6,600,567) 8,618,024 357,751 13,572,027 318,621 519,243 (5,822,011) 8,945,631 8,618,024 8,945,631 207,603 131,421 - 339,024 146,642 123,344 96,294 366,280 339,024 366,280 8,957,048 9,311,911 The accompanying notes on page 37 to 69 form an integral part of these financial statements. The financial statements were approved by the Board of Directors on 17 May 2023 and signed on its behalf by: Brian Hall Executive Chairman Max Williams Finance Director 31 Great Western Mining Corporation PLC Company Statement of Financial Position For the year ended 31 December 2022 Assets Non-current assets Investments in subsidiaries Amounts owed by subsidiary undertakings 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 Retained earnings Attributable to owners of the Company Total equity Liabilities Current liabilities Trade and other payables Share warrant provision Total current liabilities Total liabilities Total equity and liabilities Notes 2022 € 2021 € 9 12 13 14 18 18 19 15 17 500,001 6,492,043 6,992,044 500,001 6,923,355 7,423,356 35,049 96,234 131,283 29,427 1,761,270 1,790,697 7,123,327 9,214,053 357,751 13,572,027 368,709 (7,344,680) 6,953,807 357,751 13,572,027 318,621 (5,318,833) 8,929,566 6,953,807 8,929,566 169,520 - 169,520 188,193 96,294 284,487 169,520 284,487 7,123,327 9,214,053 The accompanying notes on page 37 to 69 form an integral part of these financial statements. The financial statements were approved by the Board of Directors on 17 May 2023 and signed on its behalf by: Brian Hall Executive Chairman Max Williams Finance Director 32 Great Western Mining Corporation PLC Consolidated Statement of Changes in Equity For the year ended 31 December 2022 Share capital € Share premium € 307,071 12,543,606 Share based payment reserve € 559,420 - - - - - - 45,455 916,610 - - - - - 4,625 - 600 - - - 106,220 - 5,591 - - 20,709 - (13,865) (4,777) (296,867) 54,001 50,680 1,028,421 (240,799) Foreign currency translation reserve € Retained earnings € Total € 21,173 (5,511,645) 7,919,625 - (535,960) (535,960) 498,070 - 498,070 498,070 (535,960) (37,890) - - - - - - - - (69,206) 892,859 (20,709) - 13,865 4,777 296,867 - - 110,845 - 6,191 - 54,001 225,594 1,063,896 357,751 13,572,027 318,621 519,243 (5,822,011) 8,945,631 - - - - - - - - - - - - - - - - (792,263) (792,263) 400,861 - 400,861 400,861 (792,263) (391,402) (13,707) 63,795 50,088 - - - 13,707 - - 63,795 13,707 63,795 357,751 13,572,027 368,709 920,104 (6,600,567) 8,618,024 Balance at 1 January 2021 Total comprehensive income 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 on Issue of shares Share warrants exercised Share warrants terminated Share options exercised Share options terminated Share options charge Total transactions with owners, recorded directly in equity Balance at 31 December 2021 Total comprehensive income Loss for the year Currency translation differences Total comprehensive income for the year Transactions with owners, recorded directly in equity Share warrants terminated Share options charge Total transactions with owners, recorded directly in equity Balance at 31 December 2022 The accompanying notes on page 37 to 69 form an integral part of these financial statements. 33 Great Western Mining Corporation PLC Company Statement of Changes in Equity For the year ended 31 December 2022 Balance at 1 January 2021 Total comprehensive income Loss for the year Total comprehensive income for the year Transactions with owners, recorded directly in equity Shares issued Share warrants granted on issue of shares Share warrants exercised Share warrants terminated Share options exercised Share options terminate Share options charge Total transactions with owners, recorded directly in equity Balance at 31 December 2021 Total comprehensive income Loss for the year Total comprehensive income for the year Transactions with owners, recorded directly in equity Share warrants terminated Share options charge Total transactions with owners, recorded directly in equity Balance at 31 December 2022 Share capital € Share premium € 307,071 12,543,606 Share based payment reserve € 559,420 - - - - 45,455 916,610 - - - - 4,625 - 600 - - - 106,220 - 5,591 - - 20,709 - (13,865) (4,777) (296,867) 54,001 Retained earnings € (3,738,254) Total € 9,671,843 (1,806,173) (1,806,173) (1,806,173) (1,806,173) (69,206) 892,859 (20,709) - 13,865 4,777 296,867 - - 110,845 - 6,191 - 54,001 50,680 1,028,421 (240,799) 225,594 1,063,896 357,751 13,572,027 318,621 (5,318,833) 8,929,566 - - - - - - - - - - - - (2,039,554) (2,039,554) (2,039,554) (2,039,554) (13,707) 63,795 13,707 - - 63,795 50,088 13,707 63,795 357,751 13,572,027 368,709 (7,344,680) 6,953,807 The accompanying notes on page 37 to 69 form an integral part of these financial statements. 34 Great Western Mining Corporation PLC Consolidated Statement of Cash Flows For the year ended 31 December 2022 Cash flows from operating activities Loss for the year Adjustments for: Depreciation Interest receivable and similar income Increase in trade and other receivables Decrease in trade and other payables Gain on revaluation of share warrants 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 Proceeds from grant of warrants Commission paid from the issue of new shares Net cash from financing activities 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 2022 € 2021 € (792,263) (535,960) 10 4 19 11 4 18 17 18 14 14 - (527) (161,947) 53,273 (96,294) 63,795 (933,963) (956,077) 527 (955,550) - - - - (1,889,513) (7,837) 2,042,547 145,197 - (218) (11,036) 13,055 (330,708) 54,001 (810,866) (657,727) 218 (657,509) 1,059,085 191,364 (69,206) 1,181,243 (287,132) 42,507 2,287,172 2,042,547 35 Great Western Mining Corporation PLC Company Statement of Cash Flows For the year ended 31 December 2022 Cash flows from operating activities Loss for the year Adjustments for: Interest receivable and similar income (Increase)/Decrease in trade and other receivables Increase in trade and other payables Increase in impairment provision Gain on revaluation of share warrants Equity settled share-based payment Net cash flows from operating activities Cash flow from investing activities Interest received Amounts advanced to subsidiary undertakings Net cash from investing activities Cash flow from financing activities Proceeds from the issue of new shares Proceeds from grant of warrants Commission paid from the issue of new shares Net cash from financing activities Decrease in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year Notes 2022 € 2021 € (2,039,553) (1,806,173) 4 19 4 18 17 18 14 14 (517) (5,622) 28,952 1,607,700 (96,294) 63,795 (441,539) (212) 9,078 6,397 1,703,600 (330,708) 54,001 (364,017) 517 (1,224,014) (1,223,497) 212 (1,047,019) (1,046,807) - - - - (1,665,036) 1,761,270 96,234 1,059,085 191,364 (69,206) 1,181,243 (229,581) 1,990,851 1,761,270 36 Great Western Mining Corporation PLC Notes to the Financial Statements For the year ended 31 December 2022 1. Accounting policies Great Western Mining Corporation PLC (“the Company”) is a Company domiciled and incorporated in Ireland. The Company is listed on the Euronext Growth Market in Dublin and on AIM in London. 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 2022. 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 2022. There was no material impact to the financial statements in the current year from these standards set out below: • • • • • Amendment to IFRS 16: COVID-19-Related Rent Concessions beyond 30 June 2021 – effective 1 April 2021 Amendments to IAS 37: Onerous Contracts - Cost of Fulfilling a Contract – effective 1 January 2022 Annual Improvements to IFRS Standards 2018-2020 – effective 1 January 2022 Amendments to IAS 16: Property, Plant and Equipment: Proceeds before Intended Use – effective 1 January 2022 Amendments to IFRS 3: Reference to the Conceptual Framework – effective 1 January 2022 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. • • • • IFRS 17 Insurance Contracts – effective 1 January 2023 Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies – effective 1 January 2023 Amendments to IAS 8: Definition of Accounting Estimate – effective 1 January 2023 Amendments to IAS 12 Income Taxes: Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction – effective 1 January 2023 37 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 New accounting standards and interpretations not adopted (continued) 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. • • • • Amendments to IAS 1: Classification of liabilities as current or non-current – effective 1 January 2024 Amendments to IFRS 16: Lease Liability in a Sale and Leaseback – effective 1 January 2024 Amendments to IAS 1: Non-current Liabilities with Covenants – effective 1 January 2024 Amendments to IFRS 10 and IAS 28: Sale and Contribution of Assets between an Investor and its Associate or Joint Venture – optional Functional and Presentation Currency The presentation currency of the Group and the functional currency of Great Western Mining Corporation PLC is the Euro (“€”) representing the currency of the primary economic environment in which the Group operates. 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 17 – Share warrants – financial liability. Note 19 – Share based payments, including share option and share warrant valuations. 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 11 – Intangible asset, consideration of impairment of carrying value of claim groups. Note 11 – Intangible asset, consideration of impairment relating to net assets being lower than market capitalisation. Note 12 – Amounts owed by subsidiary, expected credit loss. Note 16 – Decommissioning provision. 38 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 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 2022. 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 impairment. Intangible Assets – Exploration and Evaluation Assets The Directors have designated that an individual exploration and evaluation asset is a group of claims which provide separate areas of interest in different geographic locations. Each group of claims may comprise more than one area of exploration interest. 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) (ii) 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 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. Where the Company undertakes the evaluation and appraisal of historical waste material at surface, the costs of evaluation are capitalised in exploration and evaluation assets. Capitalised exploration and evaluation expenditures are not amortised prior to the conclusion of exploration and appraisal activity. Exploration and evaluation assets will be reclassified to property, plant and equipment as a cash- generating unit when a commercially viable reserve has been determined, all approvals and permits have been obtained. On reclassification, the carrying value of the asset will be assessed for impairment and, where appropriate, the carrying value will be adjusted. If, after completion of exploration, evaluation and appraisal activities the conditions for achieving a cash-generating unit are not met, the associated expenditures are written off to the income statement. 39 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 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. 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. Under IFRS 6, the following indicators are set out to determine whether an exploration and evaluation asset is required to be tested for impairment: • • • • the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed; substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. The list is not exhaustive, and the Group also considers the following additional tests: current cash available to the Group and its capacity to raise additional funds; commodity prices and markets; taxation and the regulatory regime; access to equipment, materials and services; and the comparison of the Group’s net assets with the market capitalisation of the Company. 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. 40 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 Administrative expenses Administrative expenses, which exclude net finance costs, comprise the Group’s operating and corporate expenses. All Group salaries and wages costs are charged to the income statement. Finance income Finance income comprises interest income, which is recognised in the income statement as it accrues using the effective interest rate method and foreign exchange gains. 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. Special tax deductions for qualifying expenditure claimed by the Group are in accordance with the Research and Development Tax Incentive regime in the UK. The Group accounts for such allowances as tax credits, which reduces income tax payable and current tax expense. 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. 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 in relation to services provided, the fair value 41 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 Employee Benefits (continued) is an issue cost and is accordingly 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. The principal exchange rates used for the translation of results, cash flows and balance sheets into Euro were as follows: 1 GPD 1 USD Average rate 2021 2022 Spot rate at year end 2021 2022 0.8526 1.0530 0.8600 1.1853 0.8869 1.0666 0.8403 1.1326 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. 42 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 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 On disposal of property, plant and equipment, the cost and related accumulated deprecation and impairments are removed from the financial statements and the net amounts less any proceeds are taken to the income statement. The carrying amounts of property, plant and equipment are reviewed at each balance sheet date to determine whether there is any indication of impairment. An impairment loss is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement. Subsequent costs are included in an asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the replaced item can be measured reliably. All other repair and maintenance costs are charged to the income statement during the financial period in which they are incurred. 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. Financial assets – amounts owed by subsidiary undertakings Financial assets are classified as measured at amortised cost when they are held in a business model the objective of which is to collect contractual cash flows and the contractual cash flows represent solely payments of principal and interest. Such assets are carried at amortised cost using the effective interest method if the time value of money is significant. Gains and losses are recognised in profit or loss when the assets are derecognised or impaired and when interest is recognised using the effective interest rate method. This category of financial assets includes trade and other receivables and loans provided to subsidiary undertakings of the Company. Impairment of financial assets The expected credit loss model is applied for recognition and measurement of impairments in financial assets measured at amortised cost. The loss allowance for the financial asset is measured at an amount equal to the life-time expected credit losses. Changes in loss allowances are recognised in profit and loss. 43 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 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 of the liability settled by the issue of shares is credited to 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. 44 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 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 31 December 2022, 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 2022. As the Group is not generating revenues, an operating loss is expected for the next twelve months. At the balance sheet date, the Group had cash and cash equivalents amounting to €0.14 million and the Company raised an additional amount of €0.86 million (net of transactions expenses) through a placing in January 2023. 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 lode claims in Nevada will be assisted by the generation of first revenues from the reprocessing of historical spoil heaps and tailings and can be further assisted, if necessary, by raising additional capital, the deferral of planned expenditure and other cost saving actions, loan facilities for revenue-generating operations or from future revenues. The Directors have taken into consideration the Company’s successful completion of placings and the exercise of warrants and options since 2019, including the placing completed in January 2023, to provide additional cash resources. The Directors concluded that the Group will have sufficient resources to continue as a going concern for the future, that is for a period of not less than 12 months from the date of approval of the condensed consolidated financial statements. However, there exists a material uncertainty that may cast significant doubt over the ability of the Group to continue as a going concern. The Group may be unable to realise its assets and discharge its liabilities in the normal course of business if it is unable to raise funds for further exploration on and development of its exploration assets. The condensed consolidated 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. Information regarding the Group’s results, assets and liabilities is presented below. 45 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 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 Loss 2022 € - - - 2021 € - - - 2022 € (31,891) (918,876) (950,767) 2021 € (22,156) (513,804) (535,960) 2022 € 8,819,118 137,930 8,957,048 2021 € 7,509,296 1,802,615 9,311,911 2022 € 173,590 165,434 339,024 2021 € 159,009 207,271 366,280 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 2022 € 8,538,964 - - 8,538,964 2021 € 7,158,424 - - 7,158,424 46 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 4. Finance income Bank interest receivable 5. Statutory and other disclosures Share based payments Salaries Social security Director’s remuneration - - - Defined contribution pension scheme - Auditor’s remuneration - - Other assurance services - Other non-audit services Effects of exchange rate changes on cash and cash equivalents Effects of revaluation of share warrants – financial liability Audit of the financial statements Group 2022 € 527 527 Group 2021 € 218 218 Company 2022 € 517 517 Company 2021 € 212 212 Group 2022 € 311,335 34,101 - 43,269 30,750 - - Group 2021 € Company 2022 € Company 2021 € 313,910 32,829 - 54,001 40,900 - 8,810 135,434 13,165 - 43,269 27,500 - - 124,375 12,953 - 54,001 36,900 - 8,810 51,367 (114,121) 51,322 (114,121) (96,294) (353,716) (96,294) (353,716) 6. Employment Number of employees The average number of employees, including executive Directors, during the year was: Executive and non-Executive Directors Administration Group 2022 Number 6 3 9 Group 2021 Number 6 2 8 Company 2022 Number 6 - 6 Company 2021 Number 6 - 6 47 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 6. Employees (continued) Employees costs The employment costs, including executive Directors, during the year were charged to the income statement: Wages and salaries Social security Defined contribution pension scheme Share based payments 7. Income tax - expense Current tax credit Adjustment for previous period Group 2022 € 480,197 49,354 3,361 63,795 596,707 Group 2021 € 428,782 44,640 14,252 54,001 541,675 Company 2022 € 135,434 13,165 - 63,795 212,394 Company 2021 € 124,375 12,953 - 54,001 191,329 2022 € (61,142) (97,362) (158,504) 2021 € - - - The income tax expense for the year can be reconciled to the accounting loss as follows: Loss before tax 2022 € (950,767) 2021 € (535,960) Income tax calculated at 12.5% (2021: 12.5%) (118,846) (66,995) Effects of: Expenses not deductible for tax purposes Income not taxable Losses carried forward Adjustment for UK research and development tax credit Income tax (credit)/expense 21,107 (12,037) 109,776 (158,504) (158,504) 9,815 (44,215) 101,395 - - 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 €7,616,147 (2021: €7,564,188) 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. 48 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 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: Loss for the year attribute to equity holders of the parent 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 Weighted average number of ordinary shares for the purposes of basic earnings per share Basic loss per ordinary share (cent) 2022 € 2021 € (792,263) (535,960) 3,577,510,005 3,070,714,550 506,795,455 - 3,577,510,005 3,577,510,005 3,577,510,005 3,460,769,475 (0.0002) (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 2022 € 2021 € 500,001 500,001 500,001 500,001 The Directors reviewed the recoverability of the investments and concluded there was no impairment and that the carrying value of these investments to be fully recoverable. At 31 December 2022, 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. UK Mineral Exploration Service Company 100% 100% 49 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 10. Property, plant and equipment Cost At 1 January 2021 Additions Exchange rate adjustment At 31 December 2021 Additions Exchange rate adjustment At 31 December 2022 Depreciation At 1 January 2021 Depreciation charge for the year Exchange rate adjustment At 31 December 2021 Depreciation charge for the year Exchange rate adjustment At December 2022 Net book value At 31 December 2022 At 31 December 2021 Property, plant & equipment € 86,432 - 7,212 93,644 - 5,795 Total € 86,432 - 7,212 93,644 - 5,795 99,439 99,439 19,820 - 1,654 21,474 - 1,330 19,820 - 1,654 21,474 - 1,330 22,804 22,804 76,635 76,635 72,170 72,170 The net book value of €76,635 at 31 December 2022 (2021: €72,210) relates to the Group’s warehouse in Hawthorne, Nevada, and yard facility at Marietta, Nevada. Motor vehicles, plant and machinery and were fully depreciated in the prior year. The Directors have considered the carrying value of the assets and concluded that there is no impairment. 50 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 11. Intangible assets Cost At 1 January 2021 Additions Cost of decommissioning Exchange rate adjustment At 31 December 2021 Additions Cost of decommissioning Exchange rate adjustment At 31 December 2022 Net book value At 31 December 2022 At 31 December 2021 Exploration and evaluation assets € 5,898,940 689,252 48,056 450,006 7,086,254 963,765 445 411,865 Total € 5,898,940 689,252 48,056 450,006 7,086,254 963,765 445 411,865 8,462,329 8,462,329 8,462,329 8,462,329 7,086,254 7,086,254 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 considered other factors in assessing potential impairment including cash available to the Group, commodity prices and markets, taxation and regulatory regime and access to equipment. The Directors also considered the carrying amount of the Company’s net assets in relation to its market capitalisation. The Directors are satisfied that no impairment is required as at 31 December 2022. 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, including the potential to reprocess historical spoil heaps and tailings. This is dependent on several variables including the existence of commercial mineral deposits, availability of finance and mineral prices. 51 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 12. Amounts owed by subsidiary undertakings Company Cost At 1 January 2021 Advances to subsidiary undertakings At 31 December 2021 Advances to subsidiary undertakings At 31 December 2022 Provisions for impairment At 1 January 2021 Provision At 31 December 2021 Provision At 31 December 2022 Net book value At 31 December 2022 At 31 December 2021 Total € 7,600,098 1,026,857 8,626,955 1,176,388 9,803,343 - 1,703,600 1,703,600 1,607,700 3,311,300 6,492,043 6,923,355 Amounts owed by subsidiary undertakings are denominated in Euro, interest free and payable on demand. The Directors do not expect to call for repayment of these loans in the foreseeable future. The loans are expected to be repaid from future revenues generated by the Group’s mining interests in Nevada, USA. In accordance with IFRS 9, the Company has reviewed the amounts owed by subsidiary undertakings and calculated an expected credit loss equivalent to the lifetime expected credit loss. As the loans are interest free and payable on demand, the Company applies no discount when calculating the expected credit loss as the effective interest rate is considered to be 0%. Based on the calculation, the Directors have made an impairment provision of €1,607,700 as at 31 December 2022 (2021: €1,703,600). The Directors believe the net carrying value of the amounts owed by subsidiary undertakings to be fully recoverable. 52 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 13. Trade and other receivables Amounts falling due within one year: Other debtors Tax credit receivable Prepayments Group 2022 € 85,169 152,398 35,320 272,887 Group 2021 € Company 2022 € Company 2021 € 81,249 - 29,691 110,940 - - 35,049 35,049 - - 29,427 29,427 All amounts above are current and there have been no impairment losses during the year (2021: €Nil). 14. 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. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated BBB+ to AA-. Group 2022 € Group 2021 € Company 2022 € 97,586 47,611 145,197 287,170 1,755,377 2,042,547 67,134 29,100 96,234 Company 2021 € 23,315 1,737,955 1,761,270 Cash in bank and in hand Short term bank deposit 15. Trade and other payables Amounts falling due within one year: Trade payables Other payables Accruals Other taxation and social security Amounts payable to subsidiary undertakings Group 2022 € 45,716 - 146,778 15,109 Group 2021 € 46,140 12,410 64,633 23,459 Company 2022 € Company 2021 € 11,923 - 92,511 3,764 11,313 - 56,654 11,278 - - 207,603 146,642 61,322 169,520 108,948 188,193 The Group has financial risk management policies in place to ensure that payables are paid within the pre-agreed credit terms (see note 22). 53 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 16. Decommissioning provision Group 2022 € Group 2021 € Company 2022 € Company 2021 € Decommissioning provision 131,421 123,344 - - The decommissioning provisions relate to undertakings by the Group to carry our reclamation work after the completion of planned work permitted by the regulator. The cost of the reclamation work is estimated by the regulator in advance and the notice permitting operations to be conducted, together with the associated reclamation work, is effective for two years, subject to certain variations. As the Group applies for approval of operations to be conducted within the current year where possible, the cost of decommissioning provision is treated as a current asset. 17. Share warrants – financial liability The share warrants have been granted as rights to acquire additional new ordinary share of €0.0001 in accordance with the terms of placings completed in 2019, 2020 and 2021. The warrants are classified and accounted for as financial liabilities using Level 3 fair value measurement, with any change in fair value recorded in the Consolidated Income Statement. Level 3 fair value recognises that the inputs for any asset or liability valuation are not based on observable market data. Group and Company At 1 January 2021 Fair value of warrants at grant Released on exercise of warrants Movement in fair value of warrants liabilities At 31 December 2021 Released on lapse of warrants Movement in fair value of warrants liabilities Number of warrants 489,250,000 227,272,727 (46,250,000) - 670,272,727 (443,000,000) - Level 3 Fair value € 255,654 191,364 (20,016) (330,708) 96,294 (47,536) (48,758) At 31 December 2022 227,272,727 - In April 2021, the Group granted warrants in connection with a share placing. 227,272,727 warrants were granted exercisable at £0.0030 each with immediate vesting and a contractual life of 2 years. 54 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 17. Share warrants – financial liability (continued) 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. 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. In order to revalue the Level 3 fair value, the principal changes to the input assumptions relate to the expected volatility, which has been recalculated at the year-end, and the life expected life of each grant, which has been reduced to the remaining life of each grant from the year-end date. Accordingly the expected volatility on revaluation has decreased to a range for the grants of between 61% and 89% and the range of expected life reduced to approximately six months to one year and 4 months. Other input assumptions remained in line with those at the original date of grant. No sensitivity analysis has been provided as the results are not deemed material. The inputs used in the measurement of the fair values at grant date of the warrants were as follows: Fair value at grand date Share price at grand date Exercise price Number of warrants granted Sub-optimal exercise factor Expected volatility Expected life Expected dividend Risk free interest rate Apr 2021 £0.0007 £0.0025 £0.0030 227,272,727 1.5x 109% 2 years 0% 0.1% 55 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 18. Share capital Authorised at 1 January 2021 Creation of Ordinary shares of €0.0001 each Authorised at 31 December 2021 No of shares Value of shares € 5,000,000,000 2,000,000,000 7,000,000,000 500,000 200,000 700,000 Authorised at 1 January 2022 and 31 December 2022 7,000,000,000 700,000 Issued, called up and fully: At 1 January 2021 Ordinary shares issued Ordinary shares issued on exercise of warrants Ordinary shares issued on exercise of options Released on exercise of warrants No of issued shares Ordinary shares of €0.0001 each Share capital € Share premium € Total capital € 3,070,714,550 307,071 12,543,606 12,850,677 454,545,455 45,455 916,610 962,065 46,250,000 4,625 86,203 90,828 6,000,000 - 600 - 5,591 20,017 6,191 20,017 At 31 December 2021 3,577,510,005 357,751 13,572,027 13,929,778 Issued, called up and fully: At 1 January and 31 December 2022 3,577,510,005 357,751 13,572,027 13,929,778 56 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 18. Share capital (continued) 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 (€0.0023) per ordinary share, raising gross proceeds of £30,000 (€33,850) and increasing share capital by €1,500. The premium arising on the issue amounted to €32,350. 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) and increasing share capital by €3,125. The premium arising on the issue amounted to €53,853. 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 £0.0009 (€0.0010) per ordinary share, raising gross proceeds of £5,400 (€6,191) and increasing share capital by €600. The premium arising on the issue amounted to €5,591. On 13 April 2021, the Company completed a placing for 454,545,455 new ordinary shares of €0.0001 with 227,272,727 warrants, whereby the placees received one new ordinary share and, for every two new ordinary shares received, a warrant giving the right to one additional new ordinary share of €0.0001 (“the Placing Share”). Each Placing Share was issued at a price of £0.0022 (€0.0025) raising gross proceeds of £1,000,000 (€1,153,429) and increasing share capital by €45,455. The premium arising on the issue amounted to €916,610. The warrants were granted with an exercise price of £0.0030 and a fair value of €191,364. The warrants remain unexercised at 31 December 2021. The Company did not issue shares during the year and accordingly there were no transaction expenses (31 December 2021: €69,206). No share warrants were exercised during the year, although the exercise of warrants during the year ended 31 December 2021 resulted in the release of 20,017 from the share warrant financial liability. 57 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 19. Share based payments Share options The Great Western Mining Corporation PLC operates a share options scheme, “Share Option Plan 2014”, which entitles directors and employees 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 23 Feb 2022 1 Nov 2021 €0.0011 €0.0016 €0.0016 57,500,000 Immediate 107.8% 4x 7 years 0% 0.18% €0.0012 €0.0017 €0.0012 18,000,000 Immediate 107% 4x 7 years 0% 0.1% During the year, the Group recognised a total expense of €63,795 (2021: €54,001) in the income statement relating to share options granted during the year. During the prior year, an amount of €4,777 was released from the share options reserve to retained earnings on the exercise of 6,000,000 options granted in April 2020 and an amount of €296,867 was released from the share options reserve to retained earnings representing the fair value of certain options terminated originally granted between January 2017 and April 2020. Number of options Average exercise price 112,000,000 18,000,000 (6,000,000) (38,333,333) Stg0.64 p Stg0.123 p Stg0.09 p Stg0.98 p 85,666,667 57,500,000 Stg0.62 p Stg0.13 p 143,166,667 143,166,667 85,666,667 Stg0.29 p Stg0.29 p Stg0.62 p Outstanding at 1 January 2021 Granted Exercised Terminated Authorised at 31 December 2021 Granted Outstanding at 31 December 2022 Exercisable at 31 December 2022 Exercisable at 31 December 2021 58 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 19. Share based payments (continued) Share options (continued) On 31 December 2022, there were options over 143,166,667 ordinary shares outstanding (2021: 85,666,667) which are exercisable at prices ranging from Stg0.09 pence to Stg1.6 pence and which expire at various dates up to February 2029. The weighted average remaining contractual life of the options outstanding is 4 years 9 months (2021: 4 years 10 months). Equity-settled warrants In April 2021, the Group granted broker warrants in connection with a share placing. 22,727,272 warrants were granted exercisable at £0.0030 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 grand date Share price at grand date Exercise price Number of warrants granted Sub-optimal exercise factor Expected volatility Expected life Expected dividend Risk free interest rate Apr 2021 €0.0009 €0.0029 €0.0022 22,727,272 1.5x 109% 2 years 0% 0.1% In July 2021, the broker warrants over 1,925,000 shares granted in July 2018 lapsed unexercised and the amount of €13,865 released from the share-based payment reserve to share premium. In November 2022, broker warrants granted in November 2020 over 20,000,000 shares lapsed unexercised and an amount of €13,707 released from the share-based payment reserve to retained earnings. At 31 December 2021, the balance on the share-based payment reserve amounted to €368,709 (2021: €318,621). 59 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 20. 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 €2,039,355 for the financial year ended 31 December 2022 (2021: loss of €1,806,173) has been dealt with in the Company income statement of Great Western Mining Corporation PLC. 21. Related party transactions Intercompany transactions In accordance with International Accounting Standards 24 – Related Party Disclosures, transactions between Group entities that have been eliminated on consolidation are not disclosed. The Company entered in the following transactions with its subsidiary companies: Balances at 31 December: Amounts owed by subsidiary undertakings Amounts owed to subsidiary undertakings 2022 € 2021 € 6,492,043 (61,322) 6,923,355 (108,948) Remuneration of key management personnel 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 page 13. The directors are considered to be the Group’s key management personnel. Short-term benefits: Pension contributions Share-based payments 2022 € 311,335 - 43,269 354,604 2021 € 313,910 - 54,001 367,911 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 €15,245 in the period (2021: €14,535). There was a €nil balance outstanding with both companies as at 31 December 2022 (2021: €nil). Details of the directors’ interests in the share capital of the Company are set out in the Directors’ Report on pages 9 to 10. 60 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 22. Financial instruments and financial risk management Group A. Accounting classifications and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. The Group does not recognise any Level 1 fair value financial assets or liabilities. 31 December 2022 FVTPL € Financial assets at amortised cost € Other financial liabilities Carrying amount total Level 2 Fair value Level 3 Fair value € € € € Financial assets not measured at fair value Cash and cash equivalent Financial liabilities measured at fair value Share warrants Financial liabilities measured at fair value Decommissioning provision Trade and other payables - 145,197 - 145,197 145,197 - - - - - - - - - - - (131,421) (207,603) (339,024) (131,421) (207,603) (339,024) (131,421) (207,603) (339,024) - - - - - 31 December 2021 FVTPL € Financial assets at amortised cost € Other financial liabilities Carrying amount total Level 2 Fair value Level 3 Fair value € € € Financial assets not measured at fair value Cash and cash equivalent - 2,042,547 - 2,042,547 2,042,547 € - Financial liabilities measured at fair value Share warrants (96,294) Financial liabilities measured at fair value Decommissioning provision Trade and other payables - - - - - - - - (96,294) - (96,294) (123,344) (146,642) (269,986) (123,344) (146,642) (269,986) (123,344) (146,642) (269,986) - - - 61 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 22. Financial instruments and financial risk management (continued) Measurement of fair values A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. Significant valuation issues are reported to the Group’s audit committee. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows. • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). Set out below are the major methods and assumptions used in estimating the fair values of the financial assets and liabilities set out in the table above: Cash and cash equivalents including short-term deposits For short-term deposits and cash and cash equivalents, all of which have a remaining maturity of less than three months, the nominal value is deemed to reflect the fair value. Share warrants For the financial liabilities from share warrants, the Level 3 fair value is based on the revaluation of the warrants at the year-end, including the changes to key input assumptions for expected volatility and expected exercise life. Decommissioning provision The fair value is based on expected costs determined in line with estimates provided by the regulator. Trade and other payables For the payables with a remaining maturity of less than six months or demand balances, the contractual amount payable less impairment provisions, where necessary, is deemed to reflect fair value. B. Financial risk management The Board has overall responsibility for the establishment and oversight of the risk management framework for each of the risks summarised below. The Board receives regular reports at board meetings through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. 62 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 22. Financial instruments and financial risk management (continued) The Group has exposure to the following risks arising from financial instruments: a) Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group’s principal credit risk arises on cash and cash equivalents, including deposits with banks. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated BBB+ to AA- by Fitch Ratings. 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 Group 2022 € 272,887 145,197 418,084 Group 2021 € 110,940 2,042,547 2,153,487 b) Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group closely monitors and manages its liquidity risk using both short and long-term cash flow projections. Cash forecasts are regularly produced, and sensitivities run for different scenarios including changes to planned work programmes. To date, the Group has relied on shareholder funding to finance its operations. Board approval would be required for any borrowing facilities and the Group did not have any bank loan facilities at 31 December 2022 or 31 December 2021. The expected maturity of the Group’s financial assets (excluding prepayments) as at 31 December 2022 and 31 December 2021 was less than one month. The following are the contractual maturities of the financial liabilities including estimated interest payments and excluding the impact of netting agreements: 31 December 2022 Trade payables Other payables Accruals Share warrant provision Decommissioning provision Carrying amount € Contractual cashflows € 45,716 - 146,778 - 131,421 323,915 45,716 - 146,778 - 131,421 323,915 0-6 months € 45,716 - 146,778 - - 192,494 6-12 months € - - - - 131,421 131,421 1-2 years € - - - - - - 63 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 22. Financial instruments and financial risk management (continued) b) Liquidity risk (continued) 31 December 2021 Trade payables Other payables Accruals Share warrant provision Decommissioning provision Carrying amount € Contractual cashflows € 46,140 12,410 64,633 96,294 123,344 342,821 46,140 12,410 64,633 96,294 123,344 342,821 0-6 months € 46,140 12,410 64,633 - - 123,183 6-12 months € - - - 47,536 123,344 170,880 1-2 years € - - - 48,758 - 48,758 c) Market risk Market risk is the risk that changes in market prices and indices will affect the Group’s income or the value of its holdings of financial instruments. The Group has two principal types of market risk being foreign currency exchange rates and interest rates. The Group’s operates in an industry with financial risks arising from changes in commodity prices. At present the Group does not have revenue-generating operations but the Directors keep the requirement for hedging instruments under review. During the year, the Group did not enter into any hedging transactions. Foreign currency risk The Group presentational and functional currency is the Euro. The Group conducts and manages its business in Euro, US Dollars and GB Pounds in accordance with liabilities of the parent company and subsidiary undertakings. The Group therefore routinely purchases on the spot market the currencies of the countries in which it operates. From time to time certain transactions are undertaken denominated in other currencies. The risk is managed wherever possible by holding currency in Euro, US Dollars and GB Pounds. During the years ended 31 December 2022 and 31 December 2021, the Group did not utilise derivatives to manage foreign currency risk. The Group also recognises translation risk on consolidation as a foreign currency risk. The Group’s exposure to transactional foreign currency risk, for amounts included in cash and cash equivalents and trade and other payables (as shown on the balance sheet), is as follows: Cash and cash equivalents Trade and other payables GB Pounds 2022 € 69,150 (4,422) 64,728 US Dollars 2022 € 25,683 - 25,683 GB Pounds Euro 2021 2022 € € - 1,752,756 (4,455) - - 1,748,301 US Dollars 2021 € - - - Euro 2021 € - - - 64 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 22. Financial instruments and financial risk management (continued) Foreign currency risk (continued) Sensitivity analysis A 10% strengthening or weakening in the value of sterling and the euro against the US dollar, based on the outstanding financial assets and liabilities at 31 December 2022 (2021: 10%), would have the following impact on the income statement. This analysis assumes that all other variables, in particular interest rates, remain constant. Trade and other debtors Cash and cash equivalents Tax impact After tax 10% increase 2022 € 10% decrease 2022 € 9,483 (888) 8,595 - 8,595 (9,483) 888 (8,595) - (8,595) 10% increase 2021 € 175,276 (446) 174,830 - 174,830 10% decrease 2021 € (175,276) 446 (174,830) - (174,830) Interest rate risk The Group’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. The Group did not have any bank loan facilities at 31 December 2022 or 31 December 2021. The interest rate profile of the Group’s interest-bearing financial instruments at 31 December 2022 was as follows: Fixed rate 2022 € - - - Floating rate 2022 € 47,611 - 47,611 Total 2022 € 47,611 - 47,611 Floating Fixed rate rate 2021 2021 € € - 1,755,377 - - - 1,755,377 Total 2021 € 1,755,377 - 1,755,377 Cash and cash equivalents Tax impact Cash flow sensitivity analysis The Company’s approach to the management of financial risk is as set out under the Group disclosures above. The accounting classification for each class of the Company’s financial assets and financial liabilities, together with their fair values, is as follows: 65 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 22. Financial instruments and financial risk management (continued) Interest rate risk (continued) An increase of 500 basis points (2021: 100 basis points) or decrease of 500 basis points (2021: 1 basis point) in interest rates at the reporting date would have had the following effect on the income statement. This analysis assumes all other variables, in particular foreign currency, remain constant. Cash and cash equivalents Tax impact After tax 500 bps increase 2022 € 500bps decrease 2022 € 238 - 238 (238) - (238) 100 bps increase 2021 € 17,554 - 17,554 1 bps decrease 2021 € (176) - (176) The Group has no interest bearing loans outstanding at 31 December 2022 and 31 December 2021. As there are no variable rate loans, there is no potential impact to profit and loss from a change in interest rates. Company A. Accounting classifications and fair values The Company’s approach to the management of financial risk is as set out under the Group disclosures above. The accounting classification for each class of the Company’s financial assets and financial liabilities, together with their fair values, is as follows: 66 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 22. Financial instruments and financial risk management (continued) 31 December 2022 Financial assets measured at fair value Amounts owed by subsidiary undertakings Financial assets not measured at fair value Cash and cash equivalents Financial liabilities measured at fair value Share warrants Financial liabilities not measured at fair value Trade and other payables 31 December 2021 Financial assets measured at fair value Amounts owed by subsidiary undertakings Financial assets not measured at fair value Cash and cash equivalents Financial liabilities measured at fair value Share warrants Financial liabilities not measured at fair value Trade and other payables Financial assets at amortised cost € FVTPL € Other financial liabilities € Carrying amount total € Level 2 Fair value € Level 3 Fair value € 6,492,043 - - 6,492,043 - 6,492,043 - 96,234 - 96,234 96,234 - - - - - - - (108,198) (108,198) (108,198) - - - Financial assets at amortised cost € FVTPL € Other financial liabilities € Carrying amount total € Level 2 Fair value € Level 3 Fair value € 6,923,355 - - 6,923,355 - 6,923,355 - 1,761,270 - 1,761,270 1,761,270 - (96,294) - - (96,294) - (96,294) - - (79,245) (79,245) (79,245) - The Company does not recognise any Level 1 fair value financial assets or liabilities. 67 Great Western Mining Corporation PLC Notes to the Financial Statements (continued) For the year ended 31 December 2022 22. Financial instruments and financial risk management (continued) Measurement of fair values The Company’s basis for the measurement of fair values is as set out under the Group disclosures above. Amounts due from subsidiary companies The amounts due from subsidiary undertakings are technically repayable on demand and so the carrying value is deemed to reflect fair value. The estimation of other fair values is the same, where appropriate, as for the Group as set out in above. Risk exposures The Company’s operations expose it to the risks as set out for the Group above. This note presents information about the Company’s exposure to credit risk, liquidity risk and market risk, the Company’s objectives, policies and processes for measuring and managing risk. Unless stated, the policy and process for measuring risk in the Company is the same as outlined for the Group above. Credit risk The carrying value of financial assets, net of impairment provisions, represents the Company’s maximum exposure at the balance sheet date. The maximum credit exposure to credit risk is: Amounts due from subsidiary undertakings Trade and other debtors Cash and cash equivalents Company 2022 € 6,492,043 35,049 96,234 6,623,326 Company 2021 € 6,923,355 29,427 1,761,270 8,714,052 At the balance sheet date, there was deemed to be a reduction in credit risk related to the loans due from subsidiary undertakings. The loans are expected to be recovered from future revenues generated by the Group’s assets in Nevada, USA. A lifetime expected credit loss was calculated and a partial impairment provision of €1,607,700 has been made against the carrying value of the loans due from subsidiary undertakings (2021: €1,703,600) (see note 12). The expected credit loss calculation involved considering the maximum amount exposed to default, the potential loss arising on default and the probability of default in the judgement of the Directors. The Directors are satisfied that no further impairment is considered to have occurred. 68 Great Western Mining Corporation PLC Notes to the Financial Statements (continued), For the year ended 31 December 2022 22. Financial instruments and financial risk management (continued) Liquidity risk The liquidity risk for the Company is similar to that for the Group as set out above. The following are the contractual maturities of the financial liabilities including estimated interest payments and excluding the impact of netting agreements: 31 December 2022 Trade payables Accruals Share warrant provision 31 December 2021 Trade payables Accruals Share warrant provision Carrying amount € 11,923 92,511 - 104,434 Contractual cashflows € 11,923 92,511 - 104,434 0-6 months € 11,923 92,511 - 104,434 Carrying amount € 11,313 56,654 96,294 164,261 Contractual cashflows € 11,313 56,654 96,294 164,261 0-6 months € 11,313 56,654 - 67,967 6-12 months € - - - - 6-12 months € - - 47,536 47,536 1-2 years € - - - - 1-2 years € - - 48,758 48,758 Market risk The market risk for the Company is similar to that for the Group as set out above. The Company’s exposure to transactional foreign currency risk, including the associated sensitivities, is the same as the Group’s as set out above. 23. Post balance sheet events On 30 January 2023, the Company granted a total of 52,000,000 share options with an exercise price of £0.0009 per share and an option life of seven years. The options vested immediately and exercise is subject to performance conditions being a minimum 50% uplift in the share price. Included in the option grant were 39,000,000 options granted to directors. Brian Hall, Robert O’Connell and Max Williams were granted 10,000,000 options each and Gemma Cryan, Alastair Ford and Andrew Hay were granted 3,000,000 options each. 24. Approval of financial statements The financial statements were approved by the Board on 17 May 2023. 69 Great Western Mining Corporation PLC Directors and Other Information For the year ended 31 December 2022 Directors Registered office Secretary Auditor Bankers Registrar 70 Brian Hall (Executive Chairman) Max Williams (Finance Director) Robert O’Connell (Operations Director) Andrew Hay (Non-Executive Director) Alastair Ford (Non-Executive Director) Gemma Cryan (Non-Executive Director) 1 Stokes Place St. Stephen’s Green Dublin DO2 DE03 Ireland Max Williams PKF O’Connor, Leddy & Holmes Limited Chartered Accountants Century House Harold’s Cross Road Harold’s Cross Dublin D6W P993 Ireland HSBC Bank PLC 60 Queen Victoria Street London EC4N 4TR United Kingdom Bank of Ireland Custom House Quay Wexford Co. Wexford Y35 X602 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 2022 Solicitors AIM Nominated Advisor, Euronext Growth Advisor and Broker AIM Joint Broker Pinsent Masons 1 Windmill Lane Dublin 2 D02 F206 Ireland Davy Corporate Finance Davy House 49 Dawson Street Dublin 2 Ireland S.P. Angel Corporate Finance LLP Prince Frederick House London W1S 2PP United Kingdom Registered number 392620 Date of incorporation 20 October 2004 Website www.greatwesternmining.com 71 www.greatwesternmining.com
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