Ormonde Mining plc
Annual Report and
Financial Statements
for the year ended 31 December 2020
Ormonde Mining plc
Annual Report and Financial Statements
Contents
Chair's Review
Review of Activities
Directors' Report
Independent Auditors’ Report
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Company Statement of Financial Position
Consolidated Statement of Cashflows
Company Statement of Cashflows
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Notes to the Financial Statements
Directors and Other Information
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47
Ormonde Mining plc
Chair's Review
The 2020 year started with the sale of Ormonde’s 30% interest in the Barruecopardo Tungsten Mine
(“Barruecopardo”) in Spain, and the receipt of €6 million from Oaktree Capital Management (“Oaktree”) ahead
of the world going into lockdown due to the COVID-19 pandemic. Since that time, the Company has focused
its efforts on the development of new opportunities for the deployment of its capital and enhancement of
shareholder value, while continuing to review the best route to generate value from its remaining Spanish
assets.
Disposal and receipt of €6 million cash consideration
The disposal of the Company’s interest in Barruecopardo was strategically and financially important for
Ormonde and agreed with Oaktree in January 2020. Following approval of the sale by Ormonde shareholders
at an extraordinary general meeting in February 2020, Ormonde received a net cash consideration of €6 million.
Given how the remainder of 2020 unfolded, the Barruecopardo sale certainly proved to be the right decision
and in the best interests of all shareholders.
Board & Management restructuring
On completion of the disposal, Mike Donoghue and John Carroll, who had provided the Company with many
years of dedicated service, retired from the Board and Tim Livesey and Richard Brown were subsequently
appointed. John has since sadly passed away and I take this opportunity to pay my deepest sympathies to his
family.
Also following the disposal, I moved to the position of Executive Chair with a view to driving Ormonde
towards a new and exciting future. This ambition is shared across the executive management team and the new
Board and led to the pursuit of a number of transactions over the course of the year.
New opportunities
The Board and Management have been focused on identifying and assessing potential investment opportunities
in the resource sector for more than a year. Over the course of 2020 and the first quarter of 2021, we have
reviewed over one hundred and thirty new business opportunities, including several in considerable detail
through technical, commercial and legal due diligence.
In September 2020, the Company announced that it had entered into an exclusivity agreement in relation to a
potential transaction to acquire, or have the rights to acquire, up to an 80% interest in two exploitation licenses
covering multiple high-grade copper and polymetallic development and exploration projects in a highly
prospective and underexplored district in the Republic of the Congo. However, a lack of support for Resolution
6 at the Company’s 2020 AGM held in late 2020 and subsequently adjourned to early 2021 means that
Ormonde is no longer authorised to issue shares for a transaction of this nature without a further shareholder
approval process. The resulting inability to offer the milestone-based mix of cash and Ormonde shares as
consideration for the acquisition introduced an increased level of uncertainty, delay and execution risk for the
counterparties. Ultimately the counterparties demanded more onerous terms for the transaction, which
significantly impacted the accretive potential of the transaction for all Ormonde shareholders, and as a result
all discussions were terminated in April 2021.
This was an unfortunate set of circumstances which led to the Company and its shareholders missing out on
what the Board believed would have been a transformational and value enhancing deal. The Board is now
exploring alternative opportunities and strategies for the business in the interest of all shareholders in a
landscape which has changed markedly in recent months in terms of the increased capital now available to
junior mining companies, somewhat limiting Ormonde’s competitive advantage.
Current projects
Ormonde continues to retain its exploration and development assets in Spain, namely the Salamanca and
Zamora Gold Projects and assets relating to the La Zarza Copper-Gold Project. While we continue to seek
ways to maximise value for shareholders from these assets, including the sale of the La Zarza interests, material
expenditure is not anticipated to be incurred on them until a decision has been made in respect of new
opportunities. The ability to maximise value for shareholders from these assets has been impacted by the
pandemic but we continue to have ongoing dialogue with prospective interested parties.
1
Ormonde Mining plc
Financials
Ormonde has reported a profit after tax for 2020 of €0.5 million, compared with a loss of €11.3 million for
2019. The reported profit for 2020 includes a gain of €1.6 million related to accounting for the completion of
the Barruecopardo disposal in February 2020, whereas the 2019 loss reflected an impairment of €10.4 million
related to the same asset.
Finally, I would like to thank all our stakeholders, management, employees, directors and advisors for their
continued support and hard work over what has been a very difficult and challenging period for all involved.
I wish you all well as we emerge from a long period of isolation and readjust to the new world in front of us.
___________________
Jonathan Henry
Executive Chair
2
Ormonde Mining plc
Review of Activities
Asset Disposal and Business Development
In February 2020, the sale of Ormonde’s 30% interest in the Barruecopardo Tungsten Mine in Spain was approved by
shareholders at an Extraordinary General Meeting, and shortly thereafter Ormonde received the €6 million cash
consideration in full. Thereafter, the Company has focused its efforts on the review of its remaining Spanish assets and
development of new opportunities for the deployment of its capital and enhancement of shareholder value.
Over the course of 2020, Ormonde’s management team reviewed well over one hundred new business opportunities, mostly
in the natural resources sector. Several opportunities were reviewed in considerable detail through technical, commercial
and legal due diligence.
In September 2020, the Company announced that it had entered into an exclusivity agreement in relation to the proposed
acquisition of a majority stake in certain copper mining licenses (the "Licenses") in the Republic of the Congo ("Proposed
Transaction"), and the Company gave further details in relation to the Proposed Transaction and the Licenses in an
announcement on 14 January 2021. Throughout the engagement with the counterparties, the Company worked to advance
negotiations against the backdrop of a global pandemic and to encourage voting in the 2020 AGM such that the deal could
be consummated swiftly, both of which resulted in delays to the process. A presidential election in the Republic of the
Congo in early 2021 also added to the hurdles faced by Ormonde to execute the Proposed Transaction.
The lack of support for Resolution 6 at the Company’s 2020 AGM meant that Ormonde was unable to issue the necessary
shares for a transaction of this nature without a further shareholder approval process. The resulting inability to offer the
milestone-based mix of cash and Ormonde shares as consideration for the Proposed Transaction introduced an increased
level of uncertainty, delay and execution risk for the counterparties and the deal ultimately collapsed in April 2021. This
was an unfortunate set of circumstances which led to the Company and its shareholders missing out on what the Board
believed to be a transformational deal.
The Board of the Company will continue to adopt an approach which maximises utilisation of its cash resources while
minimises share dilution and execution risk for Ormonde shareholders in its continuing review and search for other suitable
opportunities. However, in this regard, the inability to gain shareholder authorisation to issue shares and its impact on the
Proposed Transaction is now widely known to potential vendors of other projects. This limits the capacity of the Company
to engage in discussions requiring a share-based transaction with counterparties who are keen to move swiftly in a buoyant
market (for some areas of the junior resource sector) or have optionality on raising finance but wish to limit execution risk.
The ability for Ormonde to offer counterparties the chance to participate in the value accretion potential for the Company
is therefore diminished significantly. The Board is now exploring alternative approaches and a range of strategies for the
business in the interest of all shareholders.
Gold Joint Venture
Salamanca Province, Spain | 49.7% interest
Zamora Province, Spain | 44.9% interest
Ormonde continues to maintain its interest in the joint venture with Shearwater Group plc over gold exploration projects
in the Salamanca and Zamora Provinces of western Spain.
An internal desktop review of the projects was completed by Ormonde during the first half of 2020, which highlighted
opportunities to follow up on high-grade gold results returned by earlier drilling carried out by Ormonde and its joint
venture partner.
Narrow but high-grade and shallow-level drill intercepts were highlighted in multiple holes at both the Peralonso
(Salamanca) and Pino de Oro (Zamora) project areas, and clear scope was identified for more substantially developed ore
shoots and untested extensions within these structurally controlled mineralised zones. In addition, several earlier stage
prospects, where no drilling has yet been carried out, were identified as good gold exploration targets warranting further
work.
Further cost-effective work programmes were recommended, however with ongoing Covid-19 restrictions and Ormonde’s
focus on new business development these programmes were deferred.
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Ormonde Mining plc
The project review found the Cabeza del Caballo area to be lower priority on the basis of gold prospectivity. The Cabeza
del Caballo Investigation Permit expired in July 2020 and was not renewed, and the adjacent Nerva Investigation Permit
was relinquished, allowing any future exploration expenditures to be focused on the most prospective project areas.
New Gold Exploration Projects
In 2016, the Company applied for two Investigation Permits with gold exploration potential in an area of western Spain,
the processing of which remains ongoing. These applications cover a significant surface area which includes several known
prospects featuring gold-bearing quartz vein systems. Previous exploration work included high-grade gold results from
trenching and shallow diamond drillholes which were primarily focused on a single prospect. The broader area remains
largely under-explored using modern exploration methods.
La Zarza
Huelva Province, Spain | Divestment
Ormonde’s divestment of its landholding and data assets relating to the La Zarza Copper-Gold Project has been ongoing
for a number of years, with efforts hampered due to the mining concessions being held by a separate party. The various
impacts of Covid-19 meant the Company could not progress discussions towards the completion of a sale of these assets
within the 2020 financial year. The Company notes the current positive outlook for copper and an uptick in interest in
advanced projects like La Zarza and therefore believes value can be realised from these assets within the next twelve
months.
4
Ormonde Mining plc
Directors’ Report
For the year ended 31 December 2020
The Directors present the Annual Report and Audited Financial Statements for the year ended 31 December 2020 of
Ormonde Mining plc ("the Company") and its subsidiaries (collectively "the Group").
Principal Activity
The Company is listed on the Euronext Growth Market of Euronext Dublin and the Alternative Investment Market
(AIM) of the London Stock Exchange.
The principal activity of the Company and its subsidiaries comprises acquisition, exploration and development of
mineral resource projects.
Review of Business and Future Developments
A detailed review of activities for the year and future prospects of the Group is contained in the Chair's Review and
Review of Activities sections of this report.
Results and Dividends
The Consolidated Income Statement for the year ended 31 December 2020 and the Consolidated Statement of Financial
Position as at that date, are set out on pages 18 and 19 respectively.
The Directors do not recommend the payment of a dividend.
Principal Risks and Uncertainties
The Group's activities are currently carried out in Spain and Ireland. The Group undertakes periodic reviews to identify
risk factors which may affect its business and financial performance. The summary set out below is not exhaustive as it
is not possible to identify all risks that may affect the Group, but the Directors consider the principal risks and
uncertainties to be the following:
Exploration Risk
Exploration and development activities may be delayed or adversely affected by factors outside the Group's control, in
particular: global pandemics; climatic conditions; performance of partners or suppliers; availability of qualified staff
and contractors; availability, delays or failures in installing and commissioning plant and equipment; unknown
geological conditions; remoteness of location; actions of host governments or other regulatory authorities relating to the
grant, maintenance or renewal of any required authorisations; and environmental regulations or changes in law.
Commodity Price Risk
The demand for, and price of, commodities is dependent on factors including global and local supply and demand,
investment trends, actions of governments or cartels and general global economic and political developments.
Political Risk
As a consequence of activities in different parts of the world, the Group may be subject to political, economic and other
uncertainties, including but not limited to regime change, changes in national laws and mining policies and exposure to
different legal systems.
Financial Risk
Financial risk is explained in Note 23.
5
Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2020
Share Price
The share price movement in the year ranged from a low of €0.004 to a high of €0.03 (2019: €0.016 to €0.06). The
share price at the year-end was €0.02 (2019: €0.0325).
Directors
The names of the current Directors are set out at the back of this report. John Carroll and Michael Donoghue retired as
directors on 17 February 2020. Tim Livesey and Richard Brown were appointed directors on 17 February 2020 and
Brian Timmons joined the Board on 24 June 2020.
Details of Executive Director
Jonathan Henry
Executive Chair
Jonathan brings to the Board extensive mining industry experience together with strong leadership skills. From June
2010 to July 2018 Jonathan was President and Chief Executive Officer of TSX Venture Exchange listed Gabriel
Resources Ltd. Previously, between 1994 and 2010, he worked with Avocet Mining PLC, a UK listed gold mining and
exploration company, in a variety of senior management capacities including Finance Director and Chief Executive
Officer. During his tenure at Avocet he oversaw successful exploration, feasibility study, mine development and capital
funding activities, plus a number of acquisitions and disposals of mining assets in Portugal, Peru, USA, Tajikistan,
Burkina Faso, Malaysia and Indonesia. He is currently a director and Non-Executive Chair of TSX Venture Exchange
listed Giyani Metals Corp. Jonathan has an honours degree in Natural Sciences from Trinity College, Dublin. Jonathan
is a member of the Technical & ESG Committee.
Details of Non-Executive Directors
Richard Brown
Non-Executive Director
Chair of the Audit and Remuneration Committees
Richard is a chartered accountant with 30 years of experience in business and corporate advisory roles. He brings proven
commercial and financial oversight skills, risk management and planning expertise, in addition to a diversity of
perspective having worked within the mining industry as well as an adviser to companies in a variety of other global
industries. Richard is currently Chief Financial Officer of TSX Venture Exchange listed Gabriel Resources Ltd, and
prior to joining Gabriel in 2011 Richard spent 15 years in corporate finance advisory roles to the boards of private and
public companies in the UK, Canada and Australia, specialising in M&A, equity capital markets, regulatory and
takeover advice. Roles included Head of Corporate Finance and Chief Operating Officer at mining focused investment
bank Ambrian Partners, Lead Advisory at KPMG Corporate Finance and Equity & Capital Markets Group of the
London Stock Exchange. Richard is a member of the Institute of Chartered Accountants in England and Wales. In
addition to holding the position of Chair of the Audit and Remuneration Committees, Richard is also a member of the
Technical & ESG Committee.
Tim Livesey
Non-Executive Director
Senior Independent Director
Chair of the Technical & ESG Committee
Tim is a geologist and mining company executive with 31 years of experience in gold and base metals. With a focus on
Africa, Europe and Asia, he has worked at all stages of exploration, development and mining operations, and brings a
strong technical acumen and track record of commercial delivery. Tim is currently Chief Executive Officer and director
of Oriole Resources PLC, an AIM exploration company operating in Africa and Europe. He also holds the position of
Non-Executive Chair of Minexia Limited, a mining investment, development and advisory company. Previous roles
include Exploration Manager (Eurasia) and Managing Director Saudi Arabia for Barrick Gold Corp, CEO of Tethyan
Page 6
Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2020
Copper Company Pty Ltd (a Joint Venture between Antofagasta Minerals and Barrick Gold Corp, owner of the Reko
Diq project in Pakistan), Chief Operating Officer of Reservoir Minerals Inc, (sold in June 2016 to Nevsun Resources
Ltd for US$365 million) and Managing Director Rakita Exploration d.o.o. In addition to holding the position of Chair
of the Technical & ESG Committee, Tim is also a member of the Audit and Remuneration Committees.
Brian Timmons
Non-Executive Director
Brian is a Fellow of the Association of Chartered Certified Accountants, with over 30 years of experience in senior
positions within companies across a range of industries, including fund management, investment banking (in Irish
Life Assurance Co. and AIB Capital Markets PLC respectively), healthcare technology, bioscience, alternative
energy and resource companies, e-commerce, telecoms and software IT.
Directors
Jonathan Henry
Richard Brown (appointed 17 February 2020)
Tim Livesey (appointed 17 February 2020)
Brian Timmons (appointed 26 June 2020)
Directors
Jonathan Henry
Tim Livesey
Richard Brown
Brian Timmons
All share options exercisable at €0.01.
31 Dec '20
Ordinary Shares
1 Jan '20
Ordinary Shares
-
-
-
-
-
-
-
-
25 May '21
Share Options
31 Dec '20
Share Options
1 Jan '20
Share Options
5,500,000
2,500,000
2,500,000
-
5,500,000
2,500,000
2,500,000
-
-
-
-
-
Share options issued in 2020 vest in equal proportions, with the first one third vesting on the issue date in 2020 and the
remaining amounts vesting in 2021 & 2022. These share options are exercisable at any point from vesting to 13 May
2030. See Note 20 for details of the share option scheme. In addition, the rules of the Company's share option scheme
are available for inspection at the registered office of the Company.
No director, secretary or any member of their immediate families had an interest in any subsidiary.
Transactions Involving Directors
Other than remuneration and the issuing of share options, there have been no contracts or arrangements of significance
during the year in which directors of the Company were interested.
Page 7
Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2020
Significant Shareholders
The Company has been informed or is aware that, at 31 December 2020 and the date of this report, the following
shareholders own 3% or more of the issued share capital of the Company:
Thomas Anderson
* As notified on 25 May 2021.
Percentage of issued share capital
31 Dec '20
21.96%
25 May '21
23.02%*
The Directors are not aware of any other holding of 3% or more of the share capital of the Company.
Subsidiary Undertakings
Details of the Company's subsidiaries are set out in Note 12 to the financial statements.
Political Donations
There were no political donations during the year as defined by the Electoral Act 1997.
Directors' Responsibility Statement
The Directors are responsible for preparing the Directors' 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. Under
that law and in accordance with AIM and Euronext Growth Market rules, the Directors have prepared the Company's
financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU
("EU IFRS").
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a
true and fair view of the assets, liabilities and financial position of the Company and the Group and of its profit or loss
for that period.
In preparing each of the Group and Company financial statements, the Directors are required to:
- select suitable accounting policies and 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 relating
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 and profit or loss of the Group and Company and enable them to ensure
that the financial statements are prepared in accordance with EU IFRS and comply with the provisions of the Companies
Act 2014. They have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets
of the Company and Group and to prevent and detect fraud and other irregularities. Under applicable law, the Directors
are also responsible for preparing a directors' report that complies with the Companies Act 2014.
Page 8
Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2020
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.
Going Concern
As further disclosed in Note 2, the Directors have reviewed budgets, projected cash flows and other relevant
information, and on the basis of this review, are confident that the Company and the Group should be in a position to
have adequate financial resources to continue in operational existence for a period of twelve months from the date the
financial statements were approved by the Directors.
On completion of the disposal of its interest in Barruecopardo Joint Venture BV (which held the Barruecopardo
Tungsten Mine at the time of the disposal) in early 2020, the Company received €6 million in cash. This has provided
the business with sufficient cash resources to meet the Group's annual operating costs for the foreseeable future.
The future of the Company and the Group is also dependent on the successful future outcome of its exploration interests
and the identification of additional assets in which to apply its cash resources. Additional resources may be required to
bring such interests into production.
The Directors consider that in preparing the financial statements they have taken into account all information that could
reasonably be expected to be available. Consequently, they consider that it is appropriate to prepare the financial
statements on the going concern basis.
Corporate Governance
The Directors are committed to maintaining the highest standards of corporate governance commensurate with the size,
stage of development and financial status of the Group. The London Stock Exchange's AIM Rule 26 requires that each
AIM company must include on its website details of a recognised Corporate Governance Code that the Board of
Directors has decided to apply, how the Company complies with that Code, and where it departs from its chosen
Corporate Governance Code an explanation of the reasons for doing so.
The Ormonde Board of Directors has elected to apply the Quoted Companies Alliance Corporate Governance Code
("the QCA Code"). The QCA Code is constructed around ten broad principles and a set of disclosures that focus on the
pursuit of growth in the medium to long-term, and a dynamic management framework accompanied by good
communication to promote confidence and build trust. A detailed report on Ormonde's corporate governance practices
and related disclosure under each of these ten principles is posted on the corporate governance page of the Company's
website.
The Board is responsible for the supervision and control of the Company and is accountable to the shareholders. The
Board has reserved decision-making on a variety of matters, including determining strategy for the Group, reviewing
and monitoring executive management performance and monitoring risks and controls.
The Board currently has four Directors, comprising three Non-Executive Directors and one Executive Director/Chair.
The Board met formally on 11 occasions during the year ended 31 December 2020. An agenda and supporting
documentation were 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. Non-Executive Directors are not appointed for specific terms, with one third of Non-Executive Directors up for
re-election each year, and each new Director is subject to election at the next Annual General Meeting following the
date of appointment.
Page 9
Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2020
The following committees deal with the specific aspects of the Group affairs:
Audit Committee
This Committee comprises two Non-Executive Directors. The external auditors have the opportunity to meet with
members of the Audit Committee without executive management present at least once a year. The duties of the
Committee include the review of the accounting principles, policies and practices adopted in preparing the financial
statements, external compliance matters and the review of the Group's financial results.
Nominations Committee
Given the current size of the Group a Nominations Committee is not considered necessary. The Board reserves to itself
the process by which a new director is appointed.
Technical & ESG Committee
The Technical & ESG Committee has three members of whom two are Non-Executive Directors, plus one Executive
Director. The duties of the Committee are to provide technical oversight of developments on the Company’s projects
and technical reviews of opportunities which may be under consideration by executive management from time to time.
It also provides oversight of the Company’s management and performance of Environmental, Social and Governance
matters, which the Board considers to be of paramount importance in the management and operational conduct of the
Group.
Remuneration Committee
This Committee comprises two Non-Executive Directors. This Committee determines the contract terms, remuneration
and other benefits of any Executive Directors, the Chair and the Non-Executive Directors. Further details of the Group's
policies on remuneration, service contracts and compensation payments are given in the following Remuneration
Committee Report.
The Group's policy on senior executive remuneration is designed to attract and retain individuals of the highest calibre
who can bring their experience and independent views to the policy, strategic decisions and governance of the Group.
In setting remuneration levels, the Remuneration Committee takes into consideration the remuneration practices of other
companies of similar size and scope. A key philosophy is that staff must be properly rewarded and motivated to perform
in the best interests of the shareholders.
Page 10
Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2020
Total remuneration to Directors during the year ended 31 December 2020 was €143,725 (31 December 2019:
€145,000).
Executive Directors
Jonathan Henry as Chair (from February 2020)
Michael Donoghue (resigned February 2020)
Total Executive Directors' remuneration
Non-Executive Directors
John Carroll (resigned February 2020)
Jonathan Henry (as NE Director to Feb 2020)
Richard Brown (appointed February 2020)
Tim Livesey (appointed February 2020)
Brian Timmons (appointed June 2020)
Total Non-Executive Directors' remuneration
Total Directors' remuneration
31 Dec '20
€
31 Dec '19
€
51,753
9,180
60,933
4,285
4,084
28,125
28,125
18,173
82,792
143,725
-
75,000
75,000
35,000
35,000
-
-
-
70,000
145,000
The share options issued and held are noted earlier in the Directors’ Report.
Communications
The Group maintains regular contact with shareholders through publications such as the annual and interim reports, via
press releases and the Group's website, www.ormondemining.com. The Directors and managers are responsive to
shareholder telephone and e-mail enquiries throughout the year. The Board regards the Annual General Meeting as a
particularly important opportunity for shareholders, directors and management to meet and exchange views, although
the 2020 AGM was not able to be held in person due to the COVID-19 pandemic.
Environment
Ormonde recognises the importance of climate change and the effect that its business operations can have on the
environment. The Group is committed to operating in an environmentally responsible manner and to minimising the
impact from its activities.
Since the disposal of its interest in the Barruecopardo Tungsten Mine in Spain, the Group’s activities and their potential
environmental impact are currently limited, however Ormonde still seeks to ensure that it assesses its environment
impact and seeks to minimise or offset any negative effects.
Internal Control
The Board is responsible for maintaining the Group's system of internal control to safeguard shareholders investments
and Group assets.
The Directors have overall responsibility for the Group's system of internal control and have delegated responsibility
for the implementation of this system to executive management. This system includes financial controls that enable the
Board to meet its responsibilities for the integrity and accuracy of the Group's accounting records.
Page 11
Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2020
The Group's system of internal financial control provides reasonable, though not absolute, assurance that assets are
safeguarded, transactions authorised and recorded properly and that material errors or irregularities are either prevented
or detected within a timely period. Having made appropriate enquiries, the Directors consider that the system of internal
financial, operational and compliance controls and risk management operated effectively during the period covered by
the financial statements and up to the date on which the financial statements were signed.
The internal control system includes the following key features, which have been designed to provide internal financial
control appropriate to the Group's businesses:
- budgets are prepared for approval by the Board;
- expenditure and income are compared to previously approved budgets;
- a detailed investment approval process which requires Board approval of all major capital projects and regular
review of the physical performance and expenditure on these projects;
- all commitments for expenditure and payments are compared to previously approved budgets and are subject to
approval by personnel designated by the Board; and
- the Directors, via the Audit Committee, review the effectiveness of the Group's system of internal financial control.
Accounting records
The measures taken by the Directors to ensure compliance with the requirements of Sections 281 to 285 of the
Companies Act 2014, with regard to the keeping of accounting records, are the employment of appropriately qualified
accounting personnel and the maintenance of computerised accounting systems. The Company's accounting records are
maintained at its operational head office in Bracetown Business Park, Clonee, Co. Meath, Ireland.
Post balance sheet events
Other than disclosed in the financial statements, the Directors confirm that there have been no events since the end of
the financial year which would require adjustment to or disclosure in the financial statements.
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:
- The requisite documentation has been drawn up setting out the Company's policies that in their opinion are
appropriate with regards 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 information of which the Group's statutory auditors are unaware.
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Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2020
Auditors
Pursuant to Section 383(2) of the Companies Act 2014, the auditors, Nexia Smith and Williamson (Ireland) Limited,
will continue in office.
On behalf of the Board
________________
Jonathan Henry
Director
Date: 25 May 2021
_______________
Richard Brown
Director
Page 13
Independent Auditors' Report to the Members of Ormonde Mining plc
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Ormonde Mining plc ('the Company') for the year ended 31 December 2020,
which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position,
Company Statement of Financial Position, Consolidated Statement of Cashflows, Company Statement of Cashflows,
Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity and the related notes. The
financial reporting framework that has been applied in their preparation is Irish Law and International Financial Reporting
Standards ("IFRS") as adopted by the European Union ("EU").
In our opinion:
- the financial statements give a true and fair view of the assets, liabilities and financial position of the Group and Parent
Company as at 31 December 2020 and of the Group's loss for the year then ended;
- the Group financial statements have been properly prepared in accordance with IFRS as adopted by the EU as applied in
accordance with the provisions of the Companies Act 2014;
- the Parent Company financial statements have been properly prepared in accordance with IFRS as adopted by the EU as
applied in accordance with the provisions of the Companies Act 2014; and
- the Group and Parent Company financial statements have been properly prepared in accordance with the requirements
of the Companies Act 2014 and as regards the Group financial statements Article 4 of the IAS Regulation.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) ("ISAs (Ireland)") and
applicable law. Our responsibilities are further described in the Auditor's responsibilities section of our report. We have
fulfilled our ethical responsibilities under, and we remained independent of the Group in accordance with, ethical
requirements that are relevant to the audit of Financial Statements in Ireland, including the Ethical Standard issued by
the Irish Auditing and Accounting Supervisory Authority ("IAASA") as applied to listed entities. We believe that the
audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Emphasis of matter - carrying value of the La Zarza exploration and evaluation assets, and carrying values of the
Parent Company’s investment in its subsidiaries and loans due to the Parent Company from its subsidiaries
We draw attention to Note 10 Intangible Assets - Group, which describes the Group’s plans for the disposal of the La
Zarza assets and the possible impairment of the Parent Company’s investment in, and amounts due from, its subsidiaries
which would arise should the Group’s’ intangible assets become impaired. Currently, there is no extant offer in respect
of the La Zarza assets and there is a risk that the assets may be impaired in value. A material uncertainty therefore exists
regarding the carrying value of these assets, which in turn causes a material uncertainty over the carrying value of the
Parent Company’s investment in, and amounts due from, its subsidiaries. The financial statements do not include any
adjustments that may be necessary should the La Zarza assets become impaired in value or not realise their carrying
value in any future sale event.
Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the
financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud)
identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources
in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Page 14
Independent Auditors' Report (cont.)
Carrying value of the La Zarza exploration and evaluation assets
Description of the risks
The La Zarza exploration and evaluation assets form a significant part of the Group’s total assets. The assets comprise
land and the results of early stage exploration activity; the assets are classed as being held for sale. The book value of the
assets is currently €2.4 million. Currently, no extant offer has been made in respect of the assets and there is no certainty
that the assets will realise their book value.
Our response to the risk
In respect of these assets, our work included:
- discussed with management their plans for the disposal of the assets and their expectations of the likely proceeds
- confirming continued ownership of the land by obtaining direct confirmation from the local land registry
- considered the land value by reference to the most recent valuation undertaken for taxation purposes
- for each potential buyer of the assets, as identified to us by the directors, we have:
- from publicly available information, assessed their financial capacity
- considered if there was a commercial rationale for the proposed purchase
- reviewed the steps taken to date to pursue the purchase of the assets
Carrying values and impairment of the Parent Company’s investment in its subsidiaries and amounts due to the Parent
Company from its subsidiaries
Description of the risk
As described in Note 10 any impairment of the Group’s intangible assets, including the La Zarza assets, would result in
a corresponding impairment of the Parent Company’s investments in its subsidiaries, together with amounts due from
the subsidiaries.
We refer to the uncertainties relating to the carrying value of the La Zarza assets immediately above. The book value of
the other intangible assets is immaterial and therefore any impairment of those assets would result in an immaterial
impairment charge in the Parent Company.
Our response to the risk
We compared the Parent Company’s total investment in each subsidiary (comprising the cost of the investment in, and
balance due from, that subsidiary) to the subsidiary’s gross assets less third party liabilities.
Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements was set at €375,000 (2019: €175,000). This has been determined with
reference to the benchmark of the Group’s net assets, which we consider to be one of the principal considerations for
members of the company in assessing the Group’s performance.
Materiality for the Parent Company financial statements as a whole was set at €300,000 (2019: €140,000) determined by
reference to a benchmark of the Company's net assets This has been determined with reference to the benchmark of the
Parent Company’s net assets, which we consider to be one of the principal considerations for members of the company
in assessing the Parent Company’s performance.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the
Annual Report, other than the financial statements and our Auditors' Report thereon. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon.
Page 15
Independent Auditors' Report (cont.)
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.
Opinion on other matters prescribed by the Companies Act 2014
Based solely on the work undertaken in the course of the audit, we report that:
- We have obtained all the information and explanations which we considered necessary for the purpose of our audit.
In our opinion the accounting records of the Company were sufficient to permit the Parent Company financial
-
statements to be readily and properly audited.
- The Company Statement of Financial Position is in agreement with the accounting records.
Matters on which we are required to report by exception:
We have nothing to report in respect of the provisions of the Companies Act 2014 which require us to report to you if,
in our opinion, the disclosures of Directors' remuneration and transactions specified by section 305 to 312 of the
Companies Act 2014 are not made.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement, the Directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but
to do so.
Auditors 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 Auditors' Report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (Ireland)
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
A further description which forms part of our Auditors' Report, of our responsibilities for the audit of the financial
statements, is located on the IAASA's website at: https://www.iaasa.ie/Publications/ISA-700-(Ireland)
Page 16
Ormonde Mining plc
Independent Auditors' Report (cont.)
The purpose of the Audit Report and to whom we owe our responsibilities
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 auditors' 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.
Damien Kealy
Statutory auditor
For and on behalf of
Nexia Smith and Williamson (Ireland) Limited
Chartered Accountants
Statutory Audit Firm
Paramount Court
Corrig Road
Sandyford Business Park
Dublin 18
Date: 25 May 2021
Page 17
Ormonde Mining plc
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2020
Turnover
Administration expenses
Impairment of intangibles
Loss on ordinary activities
Finance costs
Notes
10
Loss for the year from continuing activities
Tax expense
Loss for the year after tax
Profit/(loss) from discontinued operations
7
Profit/(loss) for the year
Other comprehensive income
Foreign exchange relating to discontinued operations
Less: Reclassification of foreign currency gain on
disposal of foreign operation
Total comprehensive (loss) for the year
Earnings per share
from continuing operations
Basic & diluted (loss) per share (in cent)
Total earnings per share
Basic & diluted earnings/ (loss) per share (in cent)
Year ended
31-Dec-20
€000s
-
Year ended
31-Dec-19
€000s
-
(1,119)
-
______
(1,119)
(17)
______
(1,136)
-
______
(1,136)
1,600
______
464
(855)
(49)
______
(904)
-
______
(904)
-
______
(904)
(10,399)
______
(11,303)
-
332
(1,600)
______
(1,136)
-
______
(10,971)
8
8
(0.24)
0.10
(0.19)
(2.39)
All profits/(losses) and total comprehensive loss for the year are attributable to the owners of the Company. The
accompanying notes on pages 25 to 46 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 25 May 2021 and signed on its behalf by:
On behalf of the Board
Jonathan Henry
Director
Richard Brown
Director
Page 18
Ormonde Mining plc
Consolidated Statement of Financial Position
as at 31 December 2020
Notes
31-Dec-20
€000s
31-Dec-19
€000s
Assets
Non-current assets
Intangible assets
Total Non-Current Assets
Current assets
Trade and other receivables
Asset classified as held for sale
Cash & cash equivalents
Total Current Assets
Total Assets
Equity & liabilities
Capital and Reserves
Issued capital
Share premium account
Share based payment reserve
Capital conversion reserve fund
Capital redemption reserve fund
Foreign currency translation reserve
Retained losses
Total Equity - attributable to the owners of the
Company
Current Liabilities
Trade & other payables
Total Liabilities
Total Equity & Liabilities
10
14
13
15
17
17
18
18
18
18
19
16
295
_______
295
285
_______
285
59
2,400
4,965
_______
7,423
_______
7,718
4,725
29,932
283
29
7
-
(27,469)
_______
379
8,400
130
_______
8,909
_______
9,194
13,485
29,932
837
29
7
1,600
(37,265)
_______
7,507
8,625
211
_______
211
_______
7,718
_______
569
_______
569
_______
9,194
_______
The accompanying notes on pages 25 to 46 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 25 May 2021 and signed on its behalf by:
On behalf of the Board
Jonathan Henry
Director
Richard Brown
Director
Page 19
Ormonde Mining plc
Company Statement of Financial Position
as at 31 December 2020
Assets
Investment in subsidiaries and associates
Total Non-Current Assets
Current Assets
Trade and other receivables
Cash & cash equivalents
Total Current Assets
Total Assets
Equity & Liabilities
Capital and Reserves
Issued capital
Share premium account
Share based payment reserve
Capital conversion reserve fund
Capital redemption reserve fund
Retained losses
Total Equity - attributable to the owners of the Company
Current Liabilities
Trade & other payables
Total Liabilities
Total Equity & Liabilities
Notes
31-Dec-20
€000s
31-Dec-19
€000s
12
14
15
17
17
18
18
18
19
16
443
_______
443
443
_______
443
2,498
4,951
_______
7,449
_______
7,892
_______
4,725
29,932
283
29
7
(27,399)
_______
7,577
315
_______
315
_______
7,892
_______
8,829
120
_______
8,949
_______
9,392
_______
13,485
29,932
837
29
7
(35,379)
_______
8,911
481
_______
481
_______
9,392
_______
The accompanying notes on pages 25 to 46 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 25 May 2021 and signed on its behalf by:
On behalf of the Board
Jonathan Henry
Director
Richard Brown
Director
Page 20
Ormonde Mining plc
Consolidated Statement of Cashflows
for the year ended 31 December 2020
Cashflows from operating activities
Profit/(loss) for the year before taxation
Continuing operations
Discontinued operations
Adjustments for:
Impairment of intangible assets
Impairment of investment in associate
Share of loss in associate
Reclassification of foreign exchange gain
Non cash items: Share option cost
Movement in Working Capital
Movement in receivables
Movement in liabilities
Net cash used in operations
Investing activities
Expenditure on intangible assets
Proceeds from disposal of associate
Net cash generated by / (used in) investing activities
Notes
Year ended
31-Dec-20
€000s
Year ended
31-Dec-19
€000s
(1,136)
1,600
________
464
-
-
-
(1,600)
19
________
(1,117)
320
(358)
________
(1,155)
(10)
6,000
________
5,990
(904)
(10,399)
________
(11,303)
49
7,787
3,263
-
-
________
(204)
(337)
282
________
(259)
(10)
-
________
(10)
Net increase/(decrease) in cash and cash equivalents
4,835
(269)
Cash and cash equivalents at the beginning of the
year
Cash and cash equivalents at the end of the year
15
15
130
______
4,965
399
______
130
The accompanying notes on pages 25 to 46 form an integral part of these financial statements.
Page 21
Ormonde Mining plc
Company Statement of Cashflows
for the year ended 31 December 2020
Cashflows from operating activities
Loss for the year before taxation
Non cash items: Share option cost
Impairment of financial asset
Cashflow from operating activities
Movement in working capital
Movement in debtors
Movement in creditors
Net cash generated by / (used in) operating activities
Notes
Year ended
31-Dec-20
€000s
Year ended
31-Dec-19
€000s
(1,353)
19
-
________
(1,334)
6,331
(166)
________
4,831
(7,784)
-
7,628
________
(156)
(292)
223
________
(225)
Net increase / (decrease) in cash and cash equivalents
4,831
(225)
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
15
15
120
______
4,951
345
______
120
The accompanying notes on pages 25 to 46 form an integral part of these financial statements.
Page 22
Ormonde Mining plc
Consolidated Statement of Changes in Equity
for the year ended 31 December 2020
Share
Capital
€000s
Share
Premium
€000s
Share based
Payment
Reserve
€000s
Other
Reserves
€000s
Retained
Losses
€000s
Total
€000s
Balance at 1 January 2019
13,485
29,932
837
1,304
(25,962)
19,596
Loss for the year
Foreign exchange on associate
Total comprehensive income for year
Balance at 31 December 2019
-
-
______
-
______
13,485
-
-
______
-
______
29,932
-
-
______
-
______
837
-
332
______
332
______
1,636
(11,303)
-
______
(11,303)
______
(37,265)
(11,303)
332
______
(10,971)
______
8,625
Loss for the year
-
-
-
-
(1,136)
(1,136)
Reclassification of foreign currency
gain on disposal of foreign operation
Total comprehensive income for year
Release relating to expired share
options
Employee share-based compensation
Cancellation of shares (see Note 17)
Balance at 31 December 2020
-
______
-
-
______
-
-
-
(8,760)
______
4,725
______
-
-
-
______
29,932
______
-
______
-
(572)
18
-
______
283
______
(1,600)
______
(1,600)
-
-
-
______
36
______
1,600
______
464
572
-
8,760
______
(27,469)
______
-
______
(1,136)
-
18
-
______
7,508
______
The accompanying notes on pages 25 to 46 form an integral part of these financial statements.
Page 23
Ormonde Mining plc
Company Statement of Changes in Equity
for the year ended 31 December 2020
Share
Capital
€000s
Share
Premium
€000s
Share based
Payment
Reserve
€000s
Other
Reserves
€000s
Retained
Losses
€000s
Total
€000s
Balance at 1 January 2019
13,485
29,932
837
36
(27,595)
16,695
Loss for the year
Balance at 31 December 2019
Loss for the year
Employee share-based compensation
Release relating to expired share
options
Cancellation of shares (see Note 17)
Balance at 31 December 2020
-
______
13,485
-
______
29,932
-
-
-
(8,760)
______
4,725
______
-
-
-
-
______
29,932
______
-
______
837
-
18
(572)
-
______
283
______
-
______
36
-
-
-
-
______
36
______
(7,784)
______
(35,379)
(1,352)
-
572
8,760
______
(27,399)
______
(7,784)
______
8,911
(1,352)
18
-
-
______
7,577
______
Page 24
Ormonde Mining plc
Notes to the Financial Statements
1.
Accounting policies
Ormonde Mining plc (the “Company") is a company incorporated in Ireland. The Group financial statements
consolidate those of the Company and its subsidiaries (together referred to as the "Group").
The Company is listed on the Alternative Investment Market in London and Euronext Growth Market in Dublin.
The Group and Company financial statements were authorised for issue by the Directors on 25 May 2021.
Basis of preparation
The financial statements have been prepared on the historical cost basis, other than for disposal groups and held
for sale assets as described below. The accounting policies have been applied consistently to all financial periods
presented in the Consolidated Financial Statements.
Statement of Compliance
As permitted by the European Union the Group financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and their interpretations issued by the International
Accounting Standards Board ("IASB") as adopted by the EU ("EU IFRS"). The individual financial statements
of the Company ("Company Financial Statements") have been prepared in accordance with EU IFRS and as
applied in accordance with 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(2) of the Companies Act
2014, from presenting to its members its Company Statement of Comprehensive Income and related notes that
form part of the approved Company Financial Statements.
The EU IFRS as applied by the Company and the Group in the preparation of these financial statements are those
that were effective on or before 31 December 2020.
New accounting standards and interpretations for the year ended 31 December 2020
A number of new accounting standards’ amendments and interpretations apply from 1 January 2020, however
they had no material impact on the financial statements.
At the date of the authorisation of these financial statements, the following revised accounting standards which
have been issued but are not yet effective include:
-
-
-
-
IFRS 16 Leases – Covid-19 related rent concessions – effective 1 January 2022
IFRS 3 Business Combinations – effective 1 January 2022
IFRS 16 Property, Plant and Equipment - effective 1 January 2022
IAS 37 Provisions, contingent liabilities and contingent assets – effective 1 January 2022
There would not have been a material impact on the financial statements if these standards had been applied in
the current year.
Functional and Presentation Currency
These Consolidated Financial Statements are presented in Euro (€), which is the Company's functional currency.
Page 25
Ormonde Mining plc
Use of Estimates
The preparation of financial statements in conformity with IFRS requires management to make 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 estimates about carrying values of assets and liabilities that are not readily apparent from other sources.
In particular, there are significant areas of estimation and in applying accounting policies that have the most
significant effect on the amounts recognised in the financial statements in the following area:
-
Note 10 - Intangible Assets: The Directors have estimated the fair value of the La Zarza Project at €2.4m.
Use of Judgements
The preparation of financial statements in conformity with IFRS requires management to make judgements that
affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
These judgements 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, there are significant areas of critical judgements in applying accounting policies that have the most
significant effect on the amounts recognised in the financial statements in the following area:
-
-
Note 10 - Intangible Assets – Group: The Directors have used judgements in relation to the sale of the
La Zarza Project which is shown as an Asset Held for Sale.
Note 14 - Trade and Other Receivables - Amounts owed by Group undertakings.
Consolidation
The Consolidated Financial Statements comprise the financial statements of Ormonde Mining plc and its
subsidiaries for the year ended 31 December 2020.
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or
indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In
assessing control, potential voting rights that are currently exercisable or convertible are taken into account.
Subsidiaries are fully consolidated from the date that control commences until the date that control ceases.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.
Intragroup balances and transactions including any unrealised gains or losses or income or expenses arising from
intragroup transactions are eliminated in preparing the Group financial statements, except to the extent that they
provide evidence of impairment.
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, and non-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 is measured at fair value at the date control is lost. Subsequently, it is accounted for as an equity-
accounted investee or as an investment, depending on the level of influence retained.
The statutory financial statements of subsidiary companies have been prepared under the accounting policies
applicable in their country of incorporation with adjustments made to the results and financial position of such
companies to bring their accounting policies into line with those of the Group for consolidation purposes.
Page 26
Ormonde Mining plc
Accounting for associates
Associates are all entities over which the Group has significant influence but not control, generally accompanying
a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using
the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the
carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee
after the date of acquisition.
The Group's share of post-acquisition profit or loss is recognised in the Statement of Comprehensive Income, and
its share of post-acquisition movements in the Statement of Other Comprehensive Income is recognised in the
Group Statement of Other Comprehensive Income with a corresponding adjustment to the carrying amount of the
investment.
The Group determines at each reporting date whether there is any objective evidence that the investment in the
associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between
the recoverable amount of the associate and its carrying value and recognises the amount adjacent to 'share of
profit/(loss)' of associates in the Statement of Comprehensive Income.
Investment in associates is shown separately on the Statement of Financial Position.
Discontinued operations
A discontinued operation is a component of the business that represents a separate major line of business or
geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively
with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets
the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation,
the comparative statement of income and statement of cash flows are reclassified as if the operation had been
discontinued from the start of the comparative period.
Assets and liabilities are classified as held for sale if it is highly probable that the carrying value will be recovered
through a sale transaction within one year rather than through continuing use. When reclassifying assets and
liabilities as held for sale, the Company recognises the assets and liabilities at the lower of their carrying value
and fair value less selling costs. Assets held for sale are not depreciated but tested for impairment. Impairment
losses on assets and liabilities held for sale are recognised in the statement of income.
Accounting for subsidiaries
Investments in subsidiaries are shown in the Company's own Statement of Financial Position. Investments in
subsidiaries are stated at cost less provisions for any permanent diminution in value.
Exploration and Evaluation Assets
In accordance with International Financial Reporting Standard 6 - Exploration for and Evaluation of Mineral
Resources, the Group uses the cost method of recognition. Exploration costs include license costs, survey,
geophysical and geological analysis and evaluation costs, costs of drilling and project-related overheads.
Exploration expenditure in respect of properties and licenses not in production is capitalised and is carried forward
in the Statement of Financial Position under intangible assets in respect of each area of interest where:
(i)
the operations are ongoing in the area of interest and exploration or evaluation activities have not
reached a stage which permits a reasonable assessment of the existence or not of economically
recoverable reserves; or
such costs are expected to be recouped through successful development and exploration of the area of
interest or alternatively by its realisation.
(ii)
When the Directors decide that no further expenditure on an area of interest is worthwhile, the related expenditure
is written off or down to an amount which is considered representative of the residual value of the Group's interest
therein.
Page 27
Ormonde Mining plc
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
asset's recoverable amount is estimated. For intangible assets that have indefinite lives or that are not yet available
for use, recoverable amount is estimated at each reporting date.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its
recoverable amount. A cash-generating unit is the smallest identifiable asset group that is expected to generate
cash flows that largely are independent from other assets and groups. 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.
Property, Plant and Equipment
Property, Plant and Equipment are stated at cost, less accumulated depreciation. 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. Depreciation is provided at rates calculated to
write off the cost less residual value of each asset over its expected useful life, as follows:
Computer equipment
Fixtures and fittings
33% Straight line
33% Straight line
The residual value and useful lives of the property, plant and equipment are reviewed annually and adjusted if
appropriate at each Statement of Financial Position date.
On disposal of property, plant and equipment the cost and the related accumulated depreciation and impairments
are removed from the financial statements and the net amount, less any proceeds, is taken to the Statement of
Comprehensive Income.
Taxation
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the Statement of
Comprehensive Income except to the extent that it relates to items recognised directly in equity, in which case it
is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet 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 dividend is recognised.
Page 28
Ormonde Mining plc
Foreign Currencies
Ormonde’s reporting currency and the functional currency of the majority of its operations is the Euro as this is
assessed to be the principal currency of the economic environment in which it operates.
(i) Foreign currency transactions: Transactions in foreign currencies are converted into the functional currency
of each entity using the exchange rate prevailing at the transaction date. Monetary assets and liabilities
outstanding at year-end are converted at year-end rates. The resulting exchange differences are recorded in
the consolidated statement of income.
(ii) Translation of financial statements: For the purposes of consolidation, assets and liabilities of Group
companies whose functional currency is in a currency other than the Euro are translated into Euros using
year-end exchange rates, while their statements of income are translated using average rates of exchange for
the year. Translation adjustments are included as a separate component of shareholders’ equity and have no
consolidated statement of income impact to the extent that no disposal of the foreign operation has occurred.
Where an intragroup balance is, in substance, part of the Group’s net investment in an entity, exchange gains
and losses on that balance are taken to the currency translation reserve. Cumulative translation differences
are recycled from equity and recognised as income or expense on disposal of the operation to which they
relate.
Share Based Payments
The fair value of share options granted to directors and employees under the Company's share option scheme is
recognised as an expense with a corresponding credit to the share-based payment reserve. The fair value is
measured at grant date and spread over the period during which the awards vest. The fair value is measured using
the Black-Scholes-Merton formula.
The options issued by the Group are subject to both market-based and non market-based vesting conditions.
Market conditions are included in the calculation of fair value at the date of the grant. Non-market vesting
conditions are not taken into account when estimating the fair value of awards as at grant date; such conditions
are taken into account through adjusting the equity instruments that are expected to vest.
The reserves relating to lapsed options are transferred to the profit and loss reserve; the cumulative charge for any
forfeited options is credited to the Income Statement.
The proceeds received net of any directly attributable transaction costs will be credited to share capital (nominal
value) and share premium when options are converted into ordinary shares.
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. 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 shares.
Page 29
Ormonde Mining plc
Operating Leases
A right of use asset and a lease liability has been recognized for all leases except leases of low value assets, which
are considered to be those with a fair value below €5,000, and those with a duration of 12 months or less. The
right-of-use asset has been measured at cost, which is made up of the initial measurement of the lease liability,
any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the
end of the lease, and any lease payments made in advance of the lease commencement date.
The Group will depreciate the right-of-use assets on a straight-line basis from the lease commencement date to
the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. Where impairment
indicators exist, the right of use asset will be assessed for impairment.
The lease liabilities are measured at the present value of the lease payments due to the lessor over the lease term,
discounted using the interest rate implicit in the lease if that rate is readily available or the Group's incremental
borrowing rate. After initial measurement, any payments made will reduce the liability and the interest accrued
will increase it. Any reassessment or modification will lead to a remeasurement of the liability. In such case, the
corresponding adjustment will be reflected in the right-of-use asset, or profit and loss if the right-of-use asset is
already reduced to zero.
Financial Instruments
Cash and cash equivalents
Cash and cash equivalents in the Statement of Financial Position comprise of 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
purposes of Statement of Cashflows.
Trade and other receivables and payables
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.
The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments
carried at amortised cost. For trade receivables, the Group applies the simplified approach permitted by IFRS 9
'Financial Instruments', which requires expected lifetime losses to be recognised from the initial recognition of
the receivables.
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. Where the Group expects some or all of a provision to be reimbursed, for example, under the 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 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.
Revenue recognition
Revenue represents the value of the consideration received or receivable for the provision of management services
in respect of overseas mines. Revenue is recorded at invoice value, net of discounts, allowances and rebates and
excludes value added tax. Revenue is recorded on a straight-line basis as these contracted services are provided.
Revenue is recorded when there are no unfulfilled obligations on the part of the Group, and recoverability of the
revenue is certain. There was no revenue in the current year.
Page 30
Ormonde Mining plc
2.
Going Concern
The Group’s total comprehensive income was a deficit of €1,136,000 and it had cash and cash equivalents
of €4,965,000 as at 31 December 2020. The Directors are in a position to manage the activities of the Group
such that existing funds available to the Group will be sufficient to meet the Group's obligations and continue
as a going concern for a period of at least 12 months from the date of approval of the financial statements.
On that basis, the Directors do not consider that a material uncertainty exists in relation to going concern
and have deemed it appropriate to prepare the financial statements on a going concern basis. The financial
statements do not include any adjustments that would result if the Group was unable to continue as a going
concern.
The Directors have carefully considered the impact of the COVID-19 pandemic, noting the disruption caused
to certain activities and the uncertainty over the duration of this disruption. The Group is currently seeking
new investment opportunities and this disruption has had a negative effect on this search, including
impacting due diligence in relation to shortlisted projects. The Group is also looking to conclude the sale of
its La Zarza assets, which have a book value of €2.4 million (see details in Note 10).
Page 31
Ormonde Mining plc
3.
Segment Information
In the opinion of the Directors, the operations of the Group comprise one class of business, being the exploration
and development of mineral resources. The Group's main operations are currently located in Spain. The
information reported to the Group's Executive Chair, who is the chief operating decision maker, for the purposes
of resource allocation and assessment of segmental performance is specifically focused on the exploration areas
in Spain.
It is the opinion of the Directors, therefore, that the Group has only one reportable segment under IFRS 8
Operating Segments, which is exploration carried out in Spain. Other operations "Corporate" includes cash
resources held by the Group and other operational expenditure incurred by the Group. These assets and activities
are not within the definition of an operating segment. Information regarding the Group's reportable segment is
presented below.
Segment Revenues and Results
The following is an analysis of the Group's revenue and results from continuing operations by reportable
segment:
2020
€000's
2019
€000's
-
-
(1,136)
(1,136)
1,600
(904)
(904)
(10,399)
464
(11,303)
(1,600)
-
-
332
(1,136)
(10,971)
2020
€000's
4,950
2,768
7,718
199
12
211
2019
€000's
509
8,685
9,194
541
28
569
Segment Revenue
Segment Profit/(Loss)
Exploration - Spain
Total for continuing operations
Profit (Loss) on discontinued operations
Profit (Loss) for year
Reclassification of foreign currency gain on disposal of
foreign operation
Foreign exchange on translation of overseas associate
Consolidated comprehensive loss for the year
Segment Assets and Liabilities
Segment Assets
Corporate - Group asset
Exploration - Spain
Consolidated assets
Segment Liabilities
Corporate - Group liabilities
Exploration - Spain
Consolidated liabilities
Page 32
Ormonde Mining plc
Other segment information
Depreciation and
Amortisation
2020
€000's
2019
€000's
Additions to
Non-Current Assets
2020
€000's
2019
€000's
Exploration - Spain
0
49
10
10
Revenue from major products and services
All revenue that the Group received during 2019 related to the Barruecopardo Tungsten Mine in Spain, which is
a discontinued activity.
Geographical information
The Group operates in two principal geographical areas - Ireland (country of residence of Ormonde Mining plc)
and Spain (country of residence of Ormonde España S.L.U., Ormonde Mineria Iberica S.L.U., Valomet S.L.U.
(currently non-operational) and Orillum S.L.U.). The Group also includes a holding company, Ormonde Mining
BV which is incorporated in The Netherlands, the holding company for an associate investment with operations
in Spain which was disposed of in early 2020.
Information about the Group’s non-current assets by geographical location are detailed below:
Ireland
Spain
4.
Statutory Information
The loss for the financial year is stated after charging:
Impairment of intangible assets
Auditors' remuneration
Auditors' remuneration from non-audit work
and after crediting:
Profit on foreign currencies
Non-Current Assets
2020
€000's
-
295
295
2019
€000's
-
285
285
2020
€000's
2019
€000's
-
27
2
-
49
27
3
(7)
As permitted by Section 304 of the Companies Act 2014, the Company Income Statement and Statement of Other
Comprehensive Income have not been separately presented in these financial statements.
Page 33
Ormonde Mining plc
5.
Employees
Number of employees
The average monthly numbers of employees (including the Directors) during the year were:
Directors
Administration /Technical
Employment costs (including the Directors)
Wages and salaries
Social welfare
2020
Number
2019
Number
4
3
7
2020
€000's
418
35
453
3
4
7
2019
€000's
488
32
520
6.
Key Management Compensation
Key management includes the Directors of the Company, all members of the Company’s management, and the
Company Secretary. The compensation paid or payable to key management for employee services is shown
below:
Salaries and other short-term employee benefits
2020
€000’s
360
2019
€000’s
407
In addition, on 14 May 2020, the key management received the following share options, all exercisable at €0.01
each. The share options vest 1/3 on 13 May 2020 and the remaining amounts evenly on 13 May 2021 & 2022.
The options are exercisable for a 10 year period to 13 May 2030.
Jonathan Henry
Tim Livesey
Richard Brown
Paul Carroll
Fraser Gardiner
5,500,000
2,500,000
2,500,000
3,000,000
3,000,000
Detailed Directors’ emoluments are shown in the Directors’ report.
Page 34
Ormonde Mining plc
7.
Discontinued Operations
The post tax loss on discontinued operations was determined as follows:
Revenue
Administrative expenses
Group share of loss on associate
Impairment of financial asset
Reclassification of foreign currency gain on disposal of foreign
operation
2020
€000's
-
-
-
-
1,600
2019
€000's
750
(99)
(3,263)
(7,787)
-
1,600
(10,399)
8.
Earnings Per Share
Basic earnings per share
The basic and weighted average number of ordinary shares used in the calculation of basic earnings per share is
as follows:
Profit / (loss) for the year attributable to equity
holders of the parent:
From continuing operations
From discontinuing operations
2020
€000's
(1,136)
1,600
464
2019
€000's
(904)
(10,399)
(11,303)
Weighted average number of ordinary shares for
the purposes of basic earnings per share:
Shares
472,507,482
472,507,482
From continuing operations
From discontinuing operations
Basic profit / (loss) per ordinary share
€ (cents)
€ (cents)
€ (cents)
(0.24)
0.34
0.10
(0.19)
(2.20)
(2.39)
Diluted earnings per share
Due to the Group's loss for the year ended 31 December 2019, the share options are anti-dilutive and therefore
Diluted Earnings per Share is the same as Basic Earnings per Share. For the year ended 31 December 2020 the
basic and diluted EPS are the same. Please see Note 20 for details on outstanding share options.
Page 35
Ormonde Mining plc
9.
Income Tax Expense
Current tax
Current tax expense in respect of the current year
Total tax charge
2020
€000's
2019
€000's
-
-
-
-
The difference between the total current tax shown above and the amount calculated by applying the standard
rate of Irish corporation tax of 12.5% to the loss before tax is as follows:
Loss from continuing operations
Income tax expense calculated at 12.5% (31 Dec 19: 12.5%)
Effects of:
Impairment on intangible assets
Deferred tax assets not recognised
Income tax expense recognised in the profit or loss
2020
€000's
(1,136)
(142)
-
142
-
2019
€000's
(904)
(113)
6
107
-
The tax rate used for the year end reconciliations above is the corporate rate of 12.5% payable by entities in
Ireland on taxable profits under tax law in that jurisdiction.
At 31 December 2020, the Company had unused tax losses of €9,913,804 (2019: €8,881,129) available for offset
against future profits which equates to a deferred tax asset of €1,239,226 (2019: €1,098,449) based on the current
corporation tax rate of 12.5% in Ireland. No deferred tax asset has been recognised due to the unpredictability of
the future profit streams. Losses may be carried forward indefinitely.
Tax losses on the disposal of the Group’s interest in Barruecopardo Joint Venture BV in the Dutch subsidiary are
deemed to be non recoverable and so are excluded from this note. Tax losses of the other overseas subsidiaries
are also deemed to be unrecoverable.
Page 36
Ormonde Mining plc
10.
Intangible Assets - Group
Cost
At 1 January 2019
Additions
Impairment
At 31 December 2019
Additions
Impairment
At 31 December 2020
Classified as:
Held for sale
Non-current assets
Exploration
& Evaluation
Assets
€000's
2,724
10
(49)
2,685
10
-
2,695
2019
€000's
2,400
285
2,685
2020
€000's
2,400
295
2,695
Expenditure on exploration and evaluation activities is deferred on areas of interest until a reasonable assessment
can be determined of the existence or otherwise of economically recoverable reserves. No amortisation has been
charged in the period. The Directors have reviewed the carrying value of the exploration and evaluation assets and
consider it to be fairly stated at 31 December 2020.
The recoverability of the intangible assets is dependent on the future realisation or disposal of the mineral resources
and related assets.
The Company has, for some time, been advancing a disposal process in relation to certain land and data assets
associated with the La Zarza Project, located in south-west Spain. Based on the information available at the time
of signing these financial statements, the Directors have estimated a fair value for these assets of €2.4m, with the
assets represented in the financial statements as “assets held for sale”. While the Directors believe this estimation
to be reasonable, there is no binding agreement presently in place relating to this disposal process and as a result
there remains a material uncertainty as to whether such a disposal will take place and/or the final price at which
any such disposal will complete. Were a disposal not to materialise the assets held for sale could become impaired
in value and while this would not impact the Company’s day to day business it could result in an inability to repay
certain intergroup loans.
In relation to the non-current assets totaling €295k, which are intangible assets relating to various gold licenses
the Group has an interest in, the Group currently intends to seek renewal of these exploration licenses and would
plan to undertake on-site exploration activity on the licenses, assuming they are renewed. As any planned
exploration activities have been affected as a result of the pandemic, it is possible that the application for licenses’
renewal may be declined, which would result in the licenses becoming impaired.
Page 37
Ormonde Mining plc
Any impairment of the Group's assets would also result in a corresponding impairment of the Company's
investment in subsidiaries, currently valued at €443,000, together with amounts due from subsidiaries of an amount
totaling €2,457,000 at year end.
The Directors have recorded an impairment charge of €nil during the year (31 December 2019: €49,000).
The impairment loss recognised in the prior year arose following an impairment review carried out in respect of
the Company's assets in Spain. The impairment was recorded following the Directors’ determination that the
previously capitalized development costs were not fully recoverable, as they related to licenses which were to be
allowed to expire during 2020.
11.
Property, Plant and Equipment - Group
Cost
At 1 January 2020
At 31 December 2020
Accumulated Depreciation
At 1 January 2020
Depreciation charge
At 31 December 2020
Net Book Value
At 31 December 2020
At 31 December 2019
Fixtures &
Fittings
€000's
Computer
Equipment
€000's
Total
€000's
2
2
2
-
2
-
-
16
16
16
-
16
-
-
18
18
18
-
18
-
-
Page 38
Ormonde Mining plc
11.
Property, Plant and Equipment - Company
Fixtures &
Fittings
€000's
Computer
Equipment
€000's
Total
€000's
Cost
At 1 January 2020
At 31 December 2020
Accumulated Depreciation
At 1 January 2020
Depreciation charge
At 31 December 2020
Net Book Value
At 31 December 2020
At 31 December 2019
2
2
2
-
2
-
-
16
16
16
-
16
-
-
12.
Financial Assets – Group
In 2020 the Group sold its associate investment for the book value of €6,000,000.
Investment in Associate
Cost
At 1 January 2020
Impairment charge
Group's share of loss in associate
Investment disposal
Foreign exchange movement
At 31 December 2020
Classified as:
Held for sale
2020
€000's
6,000
-
-
(6,000)
-
-
2020
€000's
-
-
Page 39
18
18
18
-
18
-
-
2019
€000's
16,718
(7,787)
(3,263)
-
332
6,000
2019
€000's
6,000
6,000
Ormonde Mining plc
The Group's investment in Barruecopardo Joint Venture BV was deemed to be an associate investment under IFRS
and was accounted for using equity accounting. A summary of the Group's associate as at 31 December 2019 is
set out below:
Associate
Activity
Incorporated in
Barruecopardo Joint Venture BV
Mineral Extraction
The Netherlands
Proportion of ownership
held
30% (sold in 2020)
12.
Financial Assets – Company
Cost
At 1 January 2019
At 31 December 2019
At 31 December 2020
Accumulated amortisation and impairment
At 1 January 2019
Impairment losses recognised in profit and loss
At 31 December 2019
Impairment losses recognised in profit and loss
At 31 December 2020
Net book values
At 31 December 2020
At 31 December 2019
Subsidiary
Undertakings
€000's
15,152
15,152
15,152
(7,081)
(7,628)
(14,709)
-
(14,709)
443
443
Subsidiary
Activity
Incorporated in
Ormonde España, S.L.U.
Mineral Exploration
Spain
Orillum S.L.U.
Mineral Exploration
Spain
Ormonde Minerica Iberica, S.L.U. Mineral Exploration
Spain
Valomet S.L.U.
Mineral Exploration
Spain
Proportion of
ownership
interest and
voting power
held
2020
2019
100%
100%
100%
100%
100%
100%
100%
100%
Ormonde Mining BV
Holding Company
The Netherlands
100%
100%
The value of the investments is dependent on future realisation or disposal. Should the future realisation or disposal
prove unsuccessful, the carrying value in the Statement of Financial Position will be written off. In the opinion of
the Directors the carrying value of the investments at 31 December 2020 is appropriate.
Page 40
Ormonde Mining plc
13. Assets Classified as Held for Sale
Intangible assets (see Note 10)
Investment in associate
14. Trade and Other Receivables
Amounts falling due within one year:
Trade debtors
Amounts owed by Group undertakings
Other debtors
Prepayments and accrued income
2020
€000's
2,400
-
2,400
2019
€000's
2,400
6,000
8,400
Group
2020
€000's
Group
2019
€000's
Company
Company
2020
€000's
2019
€000's
-
-
25
34
59
359
-
-
20
379
-
2,457
8
32
2,498
-
8,806
5
18
8,829
All receivables are current and there have been no impairment losses during the year in the Group accounts (2019:
Nil). In the Company accounts there is a write down in the receivable from Group undertakings of €319,587 in the
current year. The Company amounts receivable under “amounts owed by Group undertakings” are dependent on the
Group undertakings realising values for the assets they currently hold (see Note 10).
15. Cash and Cash Equivalents
Group
2020
€000's
Group
2019
€000's
Company
2020
€000's
Company
2019
€000's
Cash at bank
4,965
130
4,951
120
16. Trade and Other Payables
Trade creditors
Amounts owed to Group undertakings
Other taxes and social welfare costs
Accruals and deferred income
Group
2020
€000's
47
-
16
148
211
Group
2019
€000's
Company
2020
€000's
Company
2019
€000's
163
-
113
293
569
47
116
16
136
315
163
-
59
259
481
The Group's exposure to currency and liquidity risks related to trade and other payables is set out in Note 23.
Page 41
Ormonde Mining plc
17.
Share capital - Group and Company
31 Dec '20
€000's
31 Dec '19
€000's
1 Jan '19
€000's
Authorised equity
650,000,000 Ordinary Shares of €0.01 each
100,000,000 Deferred Shares of €0.038092 each
650,000,000 "A" Deferred Shares of €0.015 each
Issued capital
Share capital
Share premium
Issued capital comprises:
472,507,483 Ordinary Shares of €0.01 each
Nil (2019: 43,917,841) Deferred Shares of €0.038092 each
Nil (2019: 472,507,483) "A" Deferred Shares of €0.015 each
6,500
-
-
6,500
4,725
29,932
34,657
4,725
-
-
4,725
6,500
3,809
9,750
20,059
13,485
29,932
43,417
4,725
1,673
7,087
13,485
6,500
3,809
9,750
20,059
13,485
29,932
43,417
4,725
1,673
7,087
13,485
In July 2020, all the Deferred Shares and all the "A" Deferred Shares were cancelled, at nominal value, by the
Company. There was no consideration paid by the Company for this transaction.
Capital Management
The Board's policy is to maintain a strong capital base so as to maintain investor and market confidence and to
sustain future developments of the business. There were no changes in the Group's approach to capital
management during the year. The Group deems its shareholders' funds to be its capital.
It is Group policy to incentivise the Directors through the award of share options. At the year end, the Directors
in place at that time held 0% of ordinary shares, or 2.1% assuming that all outstanding share options vest and
are exercised. The upper limit on the number of share options that can be granted under the share option scheme,
including options granted under the existing scheme (see Note 20), is 10% of issued share capital.
Page 42
Ormonde Mining plc
18. Other Reserves - Group and Company
Share Based
Payment
Reserve
Capital
Capital
Conversion Redemption
Foreign
Currency
Translation
€000’s
Reserve
€000’s
Reserve
€000’s
Reserve
€000’s
Balance as 1 January 2019
Foreign exchange adjustments
Balance at 31 December 2019
Balance at 1 January 2020
Shared based payment
Release relating to expired share options
Foreign exchange adjustments
Balance at 31 December 2020
837
-
837
837
18
(572)
-
283
29
-
29
29
-
-
-
29
7
-
1,268
332
7
1,600
7
-
-
-
7
1,600
-
-
(1,600)
-
a)
b)
Share based payment reserve
The share based payment reserve is used to capture the cumulative impact of options issued, exercised,
disposed of and expired under the Group’s Share Option Scheme – see details in Note 20.
Foreign currency translation reserve
The foreign currency translation reserve is used to capture the cumulative impact of foreign currency
translation adjustments arising from the Group’s non-Euro denominated functional currency subsidiaries.
19. Retained Losses
Deficit at beginning of year
Transfer from reserves
Share based reserve adjustment
Cancellation of shares
Loss for the year
Group
2020
€000’s
(37,265)
1,600
572
8,761
(1,136)
Group
2019
€000’s
Company
2020
€000’s
Company
2019
€000’s
(25,962)
-
-
-
(11,303)
(35,379)
-
572
8,761
(1,352)
(27,595)
-
-
-
(7,784)
Deficit at end of year
(27,468)
(37,265)
(27,399)
(35,379)
In accordance with the provisions of the Companies Act 2014, the Company has not presented the Company
Statement of Comprehensive Income. The Company's loss for the period of €1.352 million (2019: loss of €7.784
million) has been dealt with in the Statement of Comprehensive Income of the Group.
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Ormonde Mining plc
20.
Share-Based Payments
Employee share option plan
The Group has an ownership-based compensation scheme for directors and employees of the Group. In
accordance with the provisions of the plan, as approved by shareholders at a previous general meeting, directors
and employees may be granted options to purchase ordinary shares.
Each share option converts into one ordinary share of Ormonde Mining plc on exercise. A nominal amount is
payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights.
Options may be exercised at any time from the date of vesting to the date of their expiry, subject to certain
vesting conditions.
There were 16,500,000 options granted during the year at an exercise price of €0.01 each. A third of these share
options had vested before 31 December 2020, with the remaining options vesting in two equal installments
during 2021 and 2022. No options were exercised during the year (2019: €nil).
The following reconciles the outstanding share options granted under the employee share option plan at the
beginning and end of the financial year:
31 December 2020
31 December 2019
Number
of options
000's
Weighted
average
exercise
price
Number
of options
000's
Weighted
average
exercise
price
15,825
(5,125)
16,500
27,200
16,200
€0.039
€0.069
€0.010
€0.016
€0.017
18,375
(2,550)
-
15,825
15,825
€0.040
€0.055
-
€0.039
€0.039
Balance at beginning of the financial year
Expired during the financial year
Granted during the year
Balance at end of the financial year
Exercisable at end of the financial year
Balance at end of the financial year
The share options outstanding at the end of the financial year had the following exercise prices:
Option Series 7
Option Series 8
Option Series 9
Exercise
Price
Number of
Share Options
Outstanding
000's
€0.025
€0.027
€0.010
5,900
4,800
16,500
27,200
The options outstanding at 31 December 2020 had a remaining average contractual life of 8.1 years.
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Ormonde Mining plc
21. Related Party Transactions
Details of subsidiary undertakings are shown in Note 12. During the year, the Company lent the subsidiaries
€112,000. The balances due from and to the subsidiaries, which are interest free and repayable on demand, are
detailed in Note 14 and 16. The total balance owed at 31 December 2020 is €2,457,000 (in 2019, the Company
charged management fees of €741,000 to the subsidiaries, lent the subsidiaries €114,000 and recognised an
impairment charge of €7,629,000 in respect of the loan amounts outstanding). In the Company books there is an
impairment charge of €319,587 on the receivable from Group undertakings in the year ending 31 December 2020,
which consolidates out to €nil in the Group accounts.
The Group held a 30% shareholding in Barruecopardo Joint Venture BV at 31 December 2019, which was sold
in February 2020 for its book value of €6 million. This €6 million was a receivable at 31 December 2019 and
was received in February 2020.
During the year, an amount of €nil (2019: €750,000) was invoiced to Barruecopardo Joint Venture BV and at 31
December 2020 there was €nil (31 December 2019: €278,000) owing.
22. Events After the Reporting Date
Other than those disclosed in the financial statements, there were no events after the reporting date that require
disclosure.
23. Financial Instruments and Financial Risk Management
The Group and Company’s principal financial instruments comprise cash and cash equivalents. The main purpose
of these financial instruments is to provide finance for the Group and Company’s operations. The Group has
various other financial assets and liabilities such as receivables and trade payables, which arise directly from its
operations.
It is, and has been throughout 2020 and 2019, the Group and Company’s policy that no trading in derivatives be
undertaken.
The main risks arising from the Group and Company’s financial instruments are credit risk, liquidity risk, interest
rate risk and capital risk. Management reviews and agrees policies for managing each of these risks which are
summarised below.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Group.
The Group and Company’s financial assets comprise receivables, cash and cash equivalents. The credit risk on
cash and cash equivalents is limited because the counterparties are banks with high credit-ratings assigned by
international credit rating agencies. The Group and Company’s exposure to credit risk arise from default of its
counterparty, with a maximum exposure equal to the carrying amount of cash and cash equivalents in its
Consolidated Statement of Financial Position.
The Group does not have any significant credit risk exposure to any single counterparty or any group of
counterparties having similar characteristics. The Group defines counterparties as having similar characteristics
if they are connected entities.
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Ormonde Mining plc
Liquidity risk management
Liquidity risk is the risk that the Group will not have sufficient funds to meet liabilities. Ultimate responsibility
for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk
management framework for the management of the Group and Company’s short-, medium- and long-term
funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate
reserves and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of
financial assets and liabilities. Cash forecasts are regularly produced to identify the liquidity requirements of
the Group.
The Group and Company’s financial liabilities as at 31 December 2020 and 31 December 2019 were all
payable on demand.
The expected maturity of the Group and Company’s financial assets (excluding prepayments) as at 31
December 2020 and 31 December 2019 was less than one month.
The Group expects to meet its other obligations from operating cash flows. The Group further mitigates
liquidity risk by maintaining an insurance programme to minimise exposure to insurable losses.
The Group had no derivative financial instruments as at 31 December 2020 and 31 December 2019.
Interest rate risk
The Group and Company’s exposure to the risk of changes in market interest rates relates primarily to the
Group and Company’s holdings of cash and short-term deposits. As at year end, the Company was being
charged interest on the majority of its funds held in current accounts.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern
while maximising the return to stakeholders through the optimisation of the debt and equity balance. The
Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions.
To maintain or adjust its capital structure, the Group may adjust or issue new shares or raise debt. No changes
were made in the objectives, policies or processes during the years ended 31 December 2020 and 31 December
2019. The capital structure of the Group consists of equity attributable to equity holders of the parent,
comprising issued capital, reserves and retained losses, as disclosed in the Consolidated Statement of Changes
in Equity.
Fair values
The carrying amount of the Group and Company’s financial assets and financial liabilities is a reasonable
approximation of the fair value.
24. Approval of Financial Statements
The financial statements were approved by the Board on 25 May 2021.
Page 46
Ormonde Mining plc
Directors and other information
Directors
Registered Office
Secretary
Group Auditors
Business Address
Bankers
Richard Brown (Non-Executive Director)
(appointed 17 February 2020)
Jonathan Henry (Executive Chair)
Tim Livesey (Non-Executive Director)
(appointed 17 February 2020)
Brian Timmons (Non-Executive Director)
(appointed 24 June 2020)
John Carroll (retired 17 February 2020)
Michael Donoghue (retired 17 February 2020)
c/o Smith and Williamson
Paramount Court
Corrig Road
Sandyford Business Park
Dublin 18
Paul Carroll (appointed 17 February 2020)
Nexia Smith and Williamson (Ireland) Limited
Chartered Accountants
Statutory Audit Firm
Paramount Court
Corrig Road
Sandyford Business Park
Dublin 18
Bracetown Business Park
Clonee
Co. Meath
Ireland
D15 YN2P
Allied Irish Bank Plc
Market Square
Navan
Co. Meath
Ireland
La Caixa
Centro de Empresas de Salamanca
C. Rector Lucena, 11 B
37002 Salamanca
Spain
Page 47
Ormonde Mining plc
Solicitors
Brokers
Registrars
Financial PR
Mason Hayes & Curran Solicitors
South Bank House
Barrow Street
Dublin 4
Ireland
Lex Iusta
C/Hortaleza 81, 3 Izq.
28004 Madrid
Spain
Dominic Dowling Solicitors
37 Castle Street
Dalkey
Co. Dublin
Ireland
NOMAD, Euronext Growth Advisor
Broker & Financial Advisor
Davy
Davy House
49 Dawson Street
Dublin 2
Ireland
UK Joint Broker
SP Angel Corporate Finance LLP
Prince Frederick House
35 Maddox Street
London
W1S 2PP
UK
Computershare Investor Services (Ireland) Ltd
3100 Lake Drive
Citywest Business Campus
Dublin 24
D24 AK82
Ireland
Buchanan Communications Limited
107 Cheapside
London
EC2V 6DN
United Kingdom
Page 48
Ormonde Mining plc
Registered Number
96863 Republic of Ireland
Date of Incorporation
13 September 1983
Website
www.ormondemining.com
Page 49