Ormonde Mining plc
Annual Report and
Financial Statements
For the year ended 31 December 2021
Ormonde Mining plc
Annual Report and Financial Statements
Contents
Chair's Review ............................................................................................................................................... 3
Directors’ Report ........................................................................................................................................... 5
Consolidated Statement of Comprehensive Income .................................................................................... 20
Consolidated Statement of Financial Position ............................................................................................. 21
Company Statement of Financial Position ................................................................................................... 22
Consolidated Statement of Cashflows ......................................................................................................... 23
Company Statement of Cashflows ............................................................................................................... 24
Consolidated Statement of Changes in Equity............................................................................................. 25
Company Statement of Changes in Equity .................................................................................................. 26
Notes to the Financial Statements ................................................................................................................ 27
Directors and other information................................................................................................................... 48
Page | 2
Ormonde Mining plc
Chair's Review
Introduction
I am pleased to provide my first report to shareholders as Ormonde’s Chairman, having been appointed as a
Non-Executive Director in June 2020, and subsequently as Non-Executive Chairman in October 2021.
2021 was a year of transition for the Company as we restructured the Board, reviewed the Company’s assets,
reorganised the Company to operate on a reduced cost basis, while building its capability to execute an
opportunity that will enable the Company to leverage its listing and balance sheet to generate value for
shareholders.
Leadership Restructuring
Following the Company’s Annual General Meeting in September 2021, Jonathan Henry, and his board and
management team, left the Company.
Brendan McMorrow and Keith O’Donnell joined me on the Board, and Brendan was subsequently appointed
in November 2021 to discharge the role of Chief Executive Officer. Brendan, Keith and I each have over 30
years’ experience in company management, capital markets, and publicly-listed natural resources companies.
The Board is now supported in its endeavours by experienced industry consultants. These include Steve Nicol
and Professor Garth Earls, who bring with them over 70 years of combined relevant experience. Drawing on
his background in mine evaluation and operations, Steve, as Senior Technical and Mining Advisor, is
assisting in the evaluation of potential new mining assets. He previously worked with Ormonde to identify
and commercialise the Barruecopardo Tungsten mine in Spain, whose 30% interest was sold by the Company
in 2020 for €6 million. Garth is assisting the Company as a Senior Geologist, focused on project exploration
and development appraisal. Garth has over 40 years of professional experience in mineral exploration, was
part of the team that discovered the six-million-ounce Curraghinalt gold deposit in Northern Ireland, and
currently serves as Executive Chairman of International Geoscience Services. He is a former Director of the
Geological Survey of Northern Ireland and a past Chairman of the Geosciences Committee of the Royal Irish
Academy.
Steve and Garth provide the complementary skill sets required to evaluate the geological, technical, mining
operational and commercial elements of the projects under review and to identify worthwhile opportunities
to generate value for the Company and its shareholders.
We are now pursuing investment opportunities at a more appropriate, and efficient cost to the Company.
Until the Company has made material strategic progress in this regard, the directors have waived their
entitlement to non-executive directors’ fees.
New Project Evaluation
The range of opportunities being reviewed include precious metals, precious stones, battery metals and some
base metals in a number of jurisdictions including, Africa and Europe.
Our objective is to invest in a project which will generate meaningful value for shareholders on a sustainable
basis. We are reviewing a number of opportunities that appear promising without presenting excessive risks
to shareholders.
Ormonde Mining plc
Existing Projects
Ormonde retains its assets in Spain, namely the Salamanca and Zamora gold projects and the Board continues
to evaluate its strategy to unlock value for shareholders from these assets. In addition, the prospect of a
transaction relating to the land and data assets of the Company’s La Zarza interest continues, with discussions
with interested parties ongoing.
Financials
Ormonde recorded a total comprehensive loss for the period of €1.6 million for 2021, including an asset
impairment, noted below, of €0.4 million, compared with a loss of €1.1 million in 2020.
Following an internal review of its assets at La Zarza, Ormonde now values its La Zarza interests at €2.0
million, a €0.4 million reduction from previous guidance. The Board considers this to be a fair value, and is
in discussions regarding a transaction. While reviewing new opportunities, the Board has, since its
reconstruction in late 2021, endeavoured to reduce the Company’s overheads, with Board and management
cost lower, on a full year basis, by approximately 60 percent. The impact of these reductions will be realised
in the current year with projected savings related to payroll of c. €0.3 million for 2022 as compared to 2021.
As of 31 December 2021, the Company had net assets of €5.96 million, including a cash balance of €3.75
million, placing the Company in a position of considerable strength to undertake a transaction within the
natural resources sector.
Outlook
On behalf of the Board, I would like to thank our shareholders for their continued support and patience. I am
of course conscious that our shareholders are keen to see the value of their holding grow. Our job is to ensure
we deliver the best opportunity to achieve this; one which offers the maximum upside from the Company’s
balance sheet and resources. I am confident that we have the team in place to execute on that goal and deliver
value to shareholders. While we are undertaking that process, we will continue to manage costs prudently. I
look forward to updating you on the Company’s progress in due course.
Brian Timmons
Chairman
20 June 2022
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Ormonde Mining plc
Directors’ Report
For the year ended 31 December 2021
The Directors present the Annual Report and Audited Financial Statements for the year ended 31 December
2021 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 AIM, part 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
at the commencement of this report.
Results and Dividends
The Consolidated Statement of Comprehensive Income for the year ended 31 December 2021 and the
Consolidated Statement of Financial Position as at that date, are set out on pages 18 and 19 respectively.
No dividends were paid during the year and 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
Share Price
The share price movement in the year ranged from a low of €0.008 to a high of €0.03 (2020: €0.004 to €0.03).
Ormonde Mining plc
The share price at the year-end was €0.009 (2020: €0.020).
Directors’ Report (continued)
For the year ended 31 December 2021
Directors
The names of the current Directors are set out at the back of this report. Tim Livesey was not re-elected as a
Director at the AGM on 30 September 2021 and so retired. Jonathan Henry and Richard Brown resigned from the
Board on 30 September 2021. Brendan McMorrow and Keith O’Donnell were appointed Directors on 30
September 2021.
Details of Executive Director
Brendan McMorrow
CEO and Executive Director
Brendan has over 25 years' experience in oil & gas and base metals mining public companies listed in London,
Toronto and Dublin. He has formerly been Chief Financial Officer of Circle Oil plc and served as a senior finance
executive in Ivernia Inc. and Ivernia West plc - at the time these companies were respectively developing
significant base metal mines in Western Australia and at Lisheen in Ireland. He is currently a non-executive
Director of Karelian Diamond Resources plc and Conroy Gold and Natural Resources plc. He is a Fellow of the
Association of Chartered Certified Accountants.
Details of Non-Executive Directors
Brian Timmons
Non-Executive Chairman
Brian has 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. He is Non-Executive Chairman of Solar Alliance Energy, Inc., a TSX listed
corporation. Brian is a Fellow of the Association of Chartered Certified Accountants.
Keith O’Donnell
Non-Executive Director
Keith is a banker with 30 years' experience in cross border investment and corporate advisory roles. He is currently
Senior Advisor at Portland Advisers, a boutique firm based in London with global expertise in the Conventional
Energy, Renewable Energy, Mining, Satellite, and Infrastructure sectors. Keith is also Risk Adviser at
Responsibility AG, a Swiss based fund manager focused on energy access and clean energy solutions for the
developing world. Keith is a member of the Chartered Institute of Bankers and was awarded an MBA from Bayes
Business School, City University, London
Page | 6
Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2021
Directors
Brendan McMorrow (appointed 30 September 2021)
Keith O’Donnell (appointed 30 September 2021)
Brian Timmons
Jonathan Henry (resigned 30 September 2021)
Richard Brown (resigned 30 September 2021)
Tim Livesey (retired 30 September 2021)
Directors
Brendan McMorrow
Tim Livesey
Keith O’Donnell
Brian Timmons
Jonathan Henry (resigned 30 September 2021)
Richard Brown (resigned 30 September 2021)
Tim Livesey (retired 30 September 2021)
All share options are exercisable at €0.011.
31 Dec '21
Ordinary Shares
1 Jan '21
Ordinary
Shares
-
-
-
-
-
-
-
-
-
-
-
-
20 June '22
Share Options
31 Dec '21
Share Options
1 Jan '21
Share Options
2,500,000
-
2,500,000
3,000,000
-
-
-
2,500,000
-
2,500,000
3,000,000
-
-
-
-
-
-
-
5,500,000
2,500,000
2,500,000
Upon retirement or resignation, the Directors share options lapsed in 2021 in line with the Share Option rules.
Share options issued in 2021 vest in equal proportions, with the first half vesting on the issue date in November
2021 and the remaining amounts vesting in November 2022. These share options are exercisable at any point from
vesting to 17 November 2031. 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.
Significant Shareholders
The Company has been informed or is aware that, at 31 December 2021 and the date of this report, the following
shareholders own 3% or more of the issued share capital of the Company:
of issued share capital
Thomas Anderson
* As notified on 24 December2021
Percentage
20 June '22
24.4%*
31 Dec '21
24.4%
The Directors are not aware of any other holding of 3% or more of the share capital of the Company.
Subsidiary Undertakings
Ormonde Mining plc
Details of the Company's subsidiaries are set out in Note 12 to the financial statements.
Directors’ Report (continued)
For the year ended 31 December 2021
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.
Irish 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 the financial statements have been prepared in accordance with IFRS as adopted by the EU,
and note the effect and the reasons for any material departures in the financial statements from those standards
and the Companies Act 2014;
• 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 confirm that they have complied with the above requirements in preparing the group and company
financial statements.
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.
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.
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Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2021
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 three Directors, comprising two Non-Executive Directors and one Executive
Director/CEO. The Board met formally on 16 occasions during the year ended 31 December 2021. 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.
The following committees deal with the specific aspects of the Group affairs:
Audit Committee
This Committee comprises one Executive Director and one Non-Executive Director. 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.
Ormonde Mining plc
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.
Directors’ Report (continued)
For the year ended 31 December 2021
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.
Total remuneration to Directors during the year ended 31 December 2021 was €309,250 (31 December 2020:
€143,725).
Executive Directors
Jonathan Henry
Brendan McMorrow (from Oct 2021)
Michael Donoghue (resigned February 2020)
Total Executive Directors' remuneration
Non-Executive Directors
John Carroll (resigned March 2020)
Jonathan Henry (as NE Director to February 2020)
Richard Brown (appointed Feb 2020, resigned Sept 2021)
Tim Livesey (appointed February 2020, retired Sep 2021)
Brian Timmons (appointed June 2020)
Total Non-Executive Directors' remuneration
Total Directors' remuneration
Page | 10
31 Dec '21
31 Dec '20
€
€
170,000
10,000
-
180,000
-
-
45,000
45,000
39,250
129,250
309,250
51,753
-
9,180
60,933
4,285
4,084
28,125
28,125
18,173
82,792
143,725
Ormonde Mining plc
Jonathan Henry served as Executive Chairman from February 2020 until his resignation in 2021.
Keith O’Donnell received no remuneration. The share options issued and held are noted earlier in the
Directors’ Report. Brendan McMorrow, Keith O’Donnell and Brian Timmons all received new share options
in November 2021 (see details earlier in the Directors Report and Note 20).
Directors’ Report (continued)
For the year ended 31 December 2021
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. The 2021 AGM was held in person, in accordance with the COVID-19 pandemic regulations.
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.
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
Ormonde Mining plc
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.
Directors’ Report (continued)
For the year ended 31 December 2021
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.
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
_______________
Brendan McMorrow
Director
________________
Brian Timmons
Director
Date: 20 June 2022
Page | 12
Ormonde Mining plc
Ormonde Mining plc
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 parent company”) and its subsidiaries
(the “group”) for the year ended 31 December 2021, which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial
Position, the Consolidated Statement of Cashflows, the Company Statement of Cashflows, the Consolidated
Statement of Changes in Equity, the Company Statement of Changes in Equity and the notes to the financial
statements, including a summary of significant accounting policies. The financial reporting framework that has
been applied in their preparation is Irish law and International Financial Reporting Standards ("IFRS") as
adopted by the European Union ("EU IFRS").
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 2021 and of the group's loss for the year then ended;
have been properly prepared in accordance with EU IFRS as applied in accordance with the provisions
of the Companies Act 2014; and
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 under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the group
and the parent company in accordance with the ethical requirements that are relevant to our audit of financial
statements in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory
Authority (“IAASA”) as applied to listed entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Our approach to the audit
Of the group’s six reporting components, we subjected one to audit for group reporting purposes and one
to specific audit procedures where the extent of our audit work was based on our assessment of the risk
of material misstatement and of the materiality of that reporting component.
The components within the scope of our work represented 99% of the group loss before tax, and 99% of
group net assets.
For the remaining four components, we performed an analysis at group level to re-examine our assessment
that there were no significant risks of material misstatement within each of these.
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
Page | 14
Ormonde Mining plc
the La Zarza assets amounting to €2.0 million 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.
Independent Auditors' Report to the Members of Ormonde Mining plc (continued)
become impaired. Currently, there is no extant transaction agreed 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 of the current period 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.
Carrying value of the La Zarza exploration and evaluation assets
Description of the risks
As described in Note 10, 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 classified
as being held for sale. As at 31 December 2021, the book value of the assets is €2.0 million. There was an
impairment charge of €0.4 million recorded in 2021. Currently, there is no extant transaction agreed 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
- confirmed 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
- considered the cumulative expenditure incurred to date in respect of the assets;
- considered whether the expenditure incurred in respect of the assets met the requirements of IFRS 6 for the
recognition of exploration and evaluation assets;
- for the potential buyer of the assets, as identified to us by the directors, we have assessed their financial
capacity, based on publicly available information;
- considered if there was a commercial rationale for the proposed purchase; and
- 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.
Ormonde Mining plc
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.
Page | 16
Ormonde Mining plc
Independent Auditors' Report to the Members of Ormonde Mining plc (continued)
Our response to the risk
We reviewed the recoverability of the parent company’s investment in its subsidiaries and amounts due to the
parent company from its subsidiaries by comparing 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
The materiality for the group financial statements as a whole (“group materiality”) was set at €316,000. 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. Group
materiality represents 5% of the group’s net assets.
The materiality for the parent company financial statements as a whole (“parent materiality”) was set at
€252,800. This has been determined with reference to the benchmark of the parent company’s net assets as it
exists only as a holding company for the group and carries on no trade with customers. Parent materiality
represents the minimum of the 2% of the parent company’s net assets and the group’s performance materiality.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group and parent company’s ability to continue to adopt the
going concern basis of accounting included:
• Challenging the assumptions used in the detailed budgets and forecasts prepared by management for
the financial years ending 31 December 2023 and period ending 30 September 2023;
• Comparing the forecast results to those actually achieved in 2022 financial period so far;
• Reviewing bank statements to monitor the cash position of the group post year end, and obtaining an
understanding of significant expected cash outflows (such as capital expenditure) in the forthcoming
12-month period;
• Considering the group’s funding position and requirements; and
• Considering the sensitivity of the assumptions and re-assessing headroom after sensitivity.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as
a going concern for a period of at least twelve months from when the financial statements are authorised for
issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this Report.
Other information
The other information comprises the information included in the Annual Report and Financial Statements, other
than the financial statements and our Auditor’s Report thereon. The directors are responsible for the other
information contained within the Annual Report and Financial Statements. 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.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
Ormonde Mining plc
in doing so, consider whether the other information is materially inconsistent with the financial
Independent Auditors' Report to the Members of Ormonde Mining plc (continued)
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether there
is a material misstatement in the financial statements or a material misstatement of the other information. If,
based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
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 in our opinion:
the information given in the Directors' Report is consistent with the financial statements;
the Directors' Report has been prepared in accordance with applicable legal requirements;
•
•
• we have obtained all the information and explanations which we consider necessary for the purposes
•
of our audit; and
the accounting records of the group and the parent company were sufficient to permit the financial
statements to be readily and properly audited, and the group and the parent company Statement of
Financial Position are in agreement with the accounting records.
Matters on which we are required to report by exception:
Based on the knowledge and understanding of the group and the parent company and its environment obtained
in the course of the audit, we have not identified any material misstatements in the Directors' Report.
The Companies Act 2014 requires us to report to you if, in our opinion, the disclosures of directors'
remuneration and transactions required by sections 305 to 312 of the Act are not made. We have nothing to
report in this regard.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the
preparation of the 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.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an 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 of our responsibilities for the audit of the financial statements is located on the IAASA's
website at: http://www.iaasa.ie/Publications/Auditing-standards/Standards-Guidance-for-Auditors-in-
Ireland/Description-of-the-auditor-s-responsibilities-for. This description forms part of our Auditors' Report.
Independent Auditors' Report to the Members of Ormonde Mining plc (continued)
Page | 18
Ormonde Mining plc
The purpose of the audit work 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 and Statutory Audit Firm
Paramount Court
Corrig Road
Sandyford Business Park
Dublin 18
Date: 20 June 2022
Ormonde Mining plc
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2021
Year ended
31-Dec-21
€000’s
Year ended
31-Dec-20
€000’s
Notes
Turnover
0
0
Administration expenses
Impairment of Asset classified as held for sale
10
Loss on ordinary activities
Finance costs
Loss for the year from continuing activities
Profit from discontinued operations
7
(Loss)/Profit for the year
Taxation on (loss)/profit
(Loss)/Profit for the Period after tax
Other comprehensive income
Less: Reclassification of foreign currency gain on
disposal of foreign operation
Total comprehensive (loss) for the period
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)
(1,194)
(400)
______
(1,594)
(24)
______
(1,618)
0
______
(1,618)
0
______
(1,618)
0
______
(1,618)
______
(1,119)
0
______
(1,119)
(17)
______
(1,136)
1,600
______
464
0
______
464
(1,600)
______
(1,136)
______
8
8
(0.34)
(0.34)
(0.24)
0.10
All (losses)/profits and total comprehensive loss for the year are attributable to the equity holders of the Company.
The accompanying notes on pages 25 to 44 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 20 June 2022 and signed on its behalf by:
On behalf of the Board
_______________
Brian Timmons
Page | 20
___________________
Brendan McMorrow
Ormonde Mining plc
Director
Consolidated Statement of Financial Position
as at 31 December 2021
Director
Notes
31-Dec-21
€000’s
31-Dec-20
€000’s
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
Retained losses
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
19
16
309
_______
309
_______
93
2,000
3,746
_______
5,839
_______
6,148
_______
4,725
29,932
281
29
7
(29,013)
_______
5,961
_______
187
_______
187
_______
6,148
_______
295
_______
295
_______
58
2,400
4,965
_______
7,423
_______
7,718
_______
4,725
29,932
283
29
7
(27,469)
_______
7,507
_______
211
_______
211
_______
7,718
_______
The accompanying notes on pages 25 to 44 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 20 June 2022 and signed on its behalf by:
On behalf of the Board
_______________
___________________
Ormonde Mining plc
Brian Timmons
Director
Company Statement of Financial Position
as at 31 December 2021
Brendan McMorrow
Director
Notes
31-Dec-21
€000’s
31-Dec-20
€000’s
Assets
Investment in subsidiaries and associates
12
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
Equity attributable to the Owners of the
Company
Current Liabilities
Trade & other payables
Total Liabilities
Total Equity & Liabilities
14
15
17
17
18
18
18
19
16
443
_______
443
443
_______
443
2,155
3,740
_______
5,895
_______
6,338
_______
4,725
29,932
281
29
7
(28,935)
_______
2,498
4,951
_______
7,449
_______
7,892
_______
4,725
29,932
283
29
7
(27,399)
_______
6,039
7,577
299
_______
299
_______
6,338
_______
315
_______
315
_______
7,892
_______
The accompanying notes on pages 25 to 44 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 20 June 2022 and signed on its behalf by:
On behalf of the Board
_________________
Page | 22
_____________________
Ormonde Mining plc
Brian Timmons
Director
Consolidated Statement of Cashflows
for the year ended 31 December 2021
Brendan McMorrow
Director
Notes
Year ended
31-Dec-21
€000’s
Year ended
31-Dec-20
€000’s
Cashflows from operating activities
Loss for the year before taxation
Continuing operations
Discontinued operations
Adjustments for:
Reclassification of foreign exchange gain
Impairment of Asset classified as held for sale
Share Option expense
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 (used in)/generated from investing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
15
15
(1,618)
0
________
(1,618)
0
400
72
________
(1,146)
(35)
(24)
________
(1,205)
(14)
0
________
(14)
(1,219)
4,965
______
3,746
______
(1,136)
1,600
________
464
(1,600)
0
19
________
(1,117)
320
(358)
________
(1,155)
(10)
6,000
________
5,990
4,835
130
______
4,965
______
The accompanying notes on pages 25 to 44 form an integral part of these financial statements.
Ormonde Mining plc
Company Statement of Cashflows
for the year ended 31 December 2021
Cashflows from operating activities
Loss for the year before taxation
Non cash items: Share Option expense
Cashflow from operating activities
Movement in Working Capital
Movement in debtors
Movement in creditors
Net Cash (used in)/generated from operating activities
Notes
Year ended
31-Dec-21
€000’s
Year ended
31-Dec-20
€000’s
(1,610)
72
________
(1,538)
343
(16)
________
(1,211)
(1,353)
19
________
(1,334)
6,331
(166)
________
4,831
Net (decrease)/increase in cash and cash equivalents
(1,211)
4,831
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
15
15
4,951
______
3,740
______
120
______
4,951
______
The accompanying notes on pages 25 to 44 form an integral part of these financial statements.
Page | 24
Ormonde Mining plc
Consolidated Statement of Changes in Equity
for the year ended 31 December 2021
Share
Capital
€000’s
Share
Premium
€000’s
Share
based
Payment
Reserve
€000’s
Other
Reserves
€000’s
Retained
Losses
€000’s
Total
€000’s
Balance at 1 January 2020
13,485
29,932
837
1,636
(37,265)
8,625
Loss for the year
Reclassification of foreign currency
gain on disposal of foreign operation
Total comprehensive income for the
year
Release relating to expired share
options
Employee share-based compensation
Cancellation of shares (see Note 17)
-
-
-
-
(1,136)
(1,136)
-
______
-
______
-
______
(1,600)
______
1,600
______
0
______
0
0
0
(1,600)
464
(1,136)
-
-
(8,760)
______
-
-
-
______
(572)
18
-
______
-
-
-
______
572
-
8,760
______
0
18
0
______
Balance at 31 December 2020
4,725
29,932
283
36
(27,469)
7,507
Loss for the year
Total comprehensive income for the
year
Release relating to expired share
options
Employee share-based compensation
Balance at 31 December 2021
-
______
-
______
-
______
-
______
(1,618)
______
(1,618)
______
0
0
0
0
(1,618)
(1,618)
-
-
______
4,725
______
-
-
______
29,932
______
(74)
72
______
281
______
-
-
______
74
-
______
36
______
(29,013)
______
0
72
______
5,961
______
The accompanying notes on pages 25 to 44 form an integral part of these financial statements.
Ormonde Mining plc
Company Statement of Changes in Equity
for the year ended 31 December 2021
Share
Capital
€000’s
Share
Premium
€000’s
Share
based
Payment
Reserve
€000’s
Other
Reserves
€000’s
Retained
Losses
€000’s
Total
€000’s
Balance at 1 January 2020
13,485
29,932
837
36
(35,379)
8,911
Loss for the year
-
______
-
______
-
______
-
______
(1,352)
______
(1,352)
______
Total comprehensive income
Release relating to expired share
options
Employee share-based compensation
Cancellation of shares (see Note 17)
13,485
29,932
837
36
(36,731)
7,559
-
-
(8,760)
______
-
-
-
______
(572)
18
-
______
-
-
-
______
572
-
8,760
______
0
18
0
______
Balance at 31 December 2020
4,725
29,932
283
36
(27,399)
7,577
Loss for the year
-
______
-
______
-
______
-
______
(1,610)
______
(1,610)
______
Total comprehensive income
Release relating to expired share
options
Employee share-based compensation
Balance at 31 December 2021
4,725
29,932
283
36
(29,009)
5,967
-
-
______
4,725
______
-
-
______
(74)
72
______
-
-
______
74
-
______
29,932
______
281
______
36
______
(28,935)
______
0
72
______
6,039
______
The accompanying notes on pages 25 to 44 form an integral part of these financial statements.
Page | 26
Ormonde Mining plc
Notes to the Financial Statements
Accounting policies
1.
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 AIM, part of the London Stock Exchange and the Euronext Growth Market in Dublin.
The Group and Company financial statements were authorised for issue by the Directors on 20 June 2022.
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 2021.
New accounting standards and interpretations for the year ended 31 December 2021
A number of new accounting standards’ amendments and interpretations apply from 1 January 2021; however,
they had no material impact on the financial statements.
At the date of the authorization of these financial statements, the following revised accounting standards which
have been issued but are not yet effective include:
•
•
•
•
•
IAS 16 Property, Plant and Equipment – effective 1 January 2022
IAS 37 Provisions, Contingent Liabilities and Contingent Assets - effective 1 January 2022
IAS 1 Presentation of Financial Statements - effective 1 January 2023
IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors – effective 1 January 2023
IAS 12 Income Taxes (amended) – effective 1 January 2023
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.
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
Ormonde Mining plc
significant effect on the amounts recognised in the financial statements in the following area:
• Note 10 and Note 13- Intangible Assets: The Directors have estimated the fair value of the La Zarza
Project at €2.0m.
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 13 Assets classified as held for sale– Group: The Directors have used judgements in relation to
the sale of the La Zarza Project which is shown as an Asset Classified as 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 2021.
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.
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
Page | 28
Ormonde Mining plc
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)
(ii)
the operations are ongoing in the area of interest and exploration or evaluation activities have not reached
a stage which permits a reasonable assessment of the existence or 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.
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.
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
Ormonde Mining plc
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.
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.
Page | 30
Ormonde Mining plc
(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.
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
Ormonde Mining plc
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.
2.
Going Concern
The Group’s total comprehensive income was a deficit of €1,618,000 and it had cash and cash equivalents of
€3,746,000 as at 31 December 2021. 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. 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 million (see details in Note
13).
Page | 32
Ormonde Mining plc
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 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:
Segment Revenue
Segment (Loss)
Exploration - Spain
Total for continuing operations
Profit on discontinued operations
(Loss)/Profit for year
Reclassification of foreign currency gain on disposal of
foreign operation
2021
€000's
2020
€000's
-
-
(1,618)
(1,618)
-
(1,136)
(1,136)
1,600
(1,618)
464
-
(1,600)
Consolidated comprehensive loss for the year
(1,618)
(1,136)
Segment Assets and Liabilities
Segment Assets
Corporate - Group asset
Exploration - Spain
Consolidated assets
Segment Liabilities
Corporate - Group liabilities
Exploration - Spain
Consolidated liabilities
Page | 34
2021
€000's
3,739
2,409
6,148
175
12
187
2020
€000's
4,950
2,768
7,718
199
12
211
Ormonde Mining plc
Other segment information
Depreciation & Amortization
2021
€000’s
2020
€000’s
Additions to Non-Current
Assets
2021
€000’s
2020
€000’s
Exploration - Spain
0
0
14
10
Revenue from major products and services
There was no revenue in either 2021 or 2020.
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:
Non-Current Assets
Ireland
Spain
4.
Statutory Information
2021
€000's
-
309
309
2020
€000's
-
295
295
The loss for the financial year is stated after charging:
Impairment of Assets classified as held for sale
Directors remuneration
Share based option expense
Auditors' remuneration
Auditors' remuneration from non-audit work
2021
€000's
2020
€000's
400
310
72
28
2
-
144
18
27
2
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.
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
2021
Number
2020
Number
3
4
7
4
3
7
2021
€000's
2020
€000's
580
29
609
418
35
453
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
2021
€000’s
540
2020
€000’s
360
On 14 May 2020, the key management at the time 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 (expired after leaving the Company in September 2021)
2,500,000 (expired after leaving the Company in September 2021)
2,500,000 (expired after leaving the Company in September 2021)
3,000,000 (expires on 25 October 2023)
3,000,000 (expired after leaving the Company in December 2021)
In addition, on 18 November 2021, the key management received the following share options, all exercisable at
€0.011 each. The share options vest 50% on 18 November 2021 and the remaining 50% on 18 November 2022.
The options are exercisable for a 10-year period to 17 November 2031.
Brian Timmons
Brendan McMorrow
Keith O’Donnell
3,000,000
2,500,000
2,500,000
Detailed Directors’ emoluments are shown in the Directors’ report.
Page | 36
Ormonde Mining plc
Discontinued Operations
7.
The post-tax loss on discontinued operations was determined as follows:
Reclassification of foreign currency gain on
disposal of foreign operation
2021
€000's
-
-
2020
€000's
1,600
1,600
Earnings Per Share
8.
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:
(Loss)/profit for the year attributable to
equity holders of the parent:
From continuing operations
From discontinuing operations
2021
€000's
2020
€000's
(1,618)
-
(1,618)
(1,136)
1,600
464
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 (loss)/profit per ordinary share
€ (cents)
€ (cents)
€ (cents)
(0.34)
-
(0.34)
(0.24)
0.34
0.10
Diluted earnings per share
For the years ended 31 December 2021 and 31 December 2020 the basic and diluted EPS are the same. Please
see Note 20 for details on outstanding share options.
Ormonde Mining plc
9.
Income Tax Expense
Current tax
Current tax expense in respect of the current year
Total tax charge
2021
€000's
2020
€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 20: 12.5%)
Effects of:
Impairment on intangible assets
Deferred tax assets not recognised
Income tax expense recognised in the profit or loss
2021
€000's
(1,618)
(202)
-
202
-
2020
€000's
(1,136)
(142)
-
142
-
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 2021, the Company had unused tax losses of €11,531,831 (2020: €9,913,804) available for
offset against future profits which equates to a deferred tax asset of €1,441,479 (2020: €1,239,226) 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 | 38
Ormonde Mining plc
10.
Intangible Assets - Group
Cost
At 1 January 2020
Additions
Impairment
At 31 December 2020
Additions
Impairment
At 31 December 2021
Classified as:
Held for sale (Note 13)
Non-current assets
Exploration &
Evaluation Assets
€000's
2,685
10
-
2,695
14
(400)
2,309
2020
€000's
2,400
295
2,695
2021
€000's
2,000
309
2,309
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 2021.
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 €2.0m, 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 €309k, which are intangible assets relating to various gold licenses
the Group has an interest in, the Group has applied for renewal of these exploration licenses and intends 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.
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 €2,079,000 at year end.
Ormonde Mining plc
The Directors have recorded an impairment charge of €400,000 in respect of Assets classified as held for sale
for the year ended 31 December 2021 (31 December 2020: €nil).
Property, Plant and Equipment - Group
11.
Cost
At 1 January 2020
At 31 December 2021
Accumulated Depreciation
At 1 January 2020
Depreciation charge
At 31 December 2021
Net Book Value
At 31 December 2021
At 31 December 2020
Property, Plant and Equipment - Company
Cost
At 1 January 2020
At 31 December 2021
Accumulated Depreciation
At 1 January 2020
Depreciation charge
At 31 December 2021
Net Book Value
At 31 December 2021
At 31 December 2020
12.
Financial Assets – Group
Investment in Associate
Cost
At 1 January 2020
Investment disposal
Fixtures &
Fittings
€000's
Computer
Equipment
€000's
Total
€000's
2
2
2
-
2
-
-
16
16
16
-
16
-
-
18
18
18
-
18
-
-
Fixtures &
Fittings
€000's
Computer
Equipment
€000's
Total
€000's
2
2
2
-
2
-
-
2021
€000's
-
-
-
16
16
16
-
16
-
-
18
18
18
-
18
-
-
2020
€000's
6,000
(6,000)
-
In 2020 the Group sold its associate investment for the book value of €6,000,000
Page | 40
Ormonde Mining plc
Associate
Activity
Incorporated in
Barruecopardo Joint
Venture BV
Mineral Extraction
The Netherlands
Financial Assets – Company (continued)
Proportion of ownership
held
30% (sold in 2020)
Cost
At 1 January 2020
At 31 December 2020
At 31 December 2021
Accumulated amortisation and impairment
At 1 January 2020
Impairment losses recognised in profit and loss
At 31 December 2020
Impairment losses recognised in profit and loss
At 31 December 2021
Net book values
At 31 December 2021
At 31 December 2020
Subsidiary
Undertakings
€000's
15,152
15,152
15,152
(14,709)
-
(14,709)
-
(14,709)
443
443
Subsidiary Activity Incorporated in
Ormonde España, S.L.U. Mineral Exploration
Orillum S.L.U. Mineral Exploration
Ormonde Mineria Iberica, SLU Mineral Exploration
Valomet SLU Mineral Exploration
Spain
Spain
Spain
Spain
Proportion of
ownership interest
and voting power
held
2021
100%
2020
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 2021 is appropriate.
Ormonde Mining plc
Financial Assets – Company (continued)
The aggregate of the share capital and reserves as at 31 December 2021 and the profit/(loss) for the year ended on
that date for the subsidiary undertakings were as follows:
Subsidiary
Ormonde España SLU
Orillum SLU
Ormonde Mineria Iberica SLU
Valomet SLU
Ormonde Mining BV
13.
Assets Classified as Held for Sale
Intangible assets (see Note 10)
14.
Trade and Other Receivables
Amounts falling due within one year:
Trade debtors
Amounts owed by Group undertakings
Other debtors
Prepayments and accrued income
Aggregate of
share capital
and reserves
€'000
(2,823)
(287)
(359)
(78)
131
Profit/
(loss)
€'000
(446)
(28)
(12)
0
0
2021
€000's
2020
€000's
2,000
2,400
2,000
2,400
Group
Group Company
Company
2021
€000's
2020
€000's
2021
€000's
2020
€000's
-
-
34
59
93
-
-
25
33
58
-
2,079
18
58
2,155
-
2,457
8
33
2,498
All receivables are current and there have been no impairment losses during the year in the Group accounts (2020:
Nil). In the Company accounts there is a write down in the receivable from Group undertakings of €493,412 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).
In the opinion of the directors, the amounts owed by Group undertakings arise in the ordinary course of business
to fund group companies. The balances contain no fixed repayment terms so as such are repayable on demand and
are considered interest free. As a result, these balances are classified in the Statement of Financial Position as
being current assets in accordance with EU IFRS.
Page | 42
Ormonde Mining plc
15.
Cash and Cash Equivalents
Group
2021
€000's
Group
2020
€000's
Company
2021
€000's
Company
2020
€000's
Cash at bank
3,746
4,965
3,740
4,951
16.
Trade and Other Payables
Trade creditors
Amounts owed to Group undertakings
Other taxes and social welfare costs
Accruals and deferred income
Group
2021
€000's
Group Company
2021
2020
€000's
€000's
Company
2020
€000's
91
-
15
81
187
47
-
16
148
211
91
124
15
69
299
47
116
16
136
315
The Group's exposure to currency and liquidity risks related to trade and other payables is set out in Note 23.
In the opinion of the directors, the amounts owed to Group undertakings arise in the ordinary course of business
to fund group companies. The balances contain no fixed repayment terms so as such are repayable on demand and
are considered interest free. As a result, these balances are classified in the Statement of Financial Position as
being current liabilities in accordance with EU IFRS.
17.
Share capital - Group and Company
Authorised equity
950,000,000 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:
472,507,482 Ordinary Shares of €0.01 each
Nil (2020: 43,917,841) Deferred Shares of €0.038092 each
Nil (2020: 472,507,483) "A" Deferred Shares of €0.015 each
31 Dec '21
€000's
31 Dec '20
€000's
1 Jan '20
€000's
9,500
-
-
9,500
6,500
-
-
6,500
6,500
3,809
9,750
20,059
4,725
29,932
4,725
29,932
13,485
29,932
34,657
34,657
43,417
4,725
-
-
4,725
4,725
-
-
4,725
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.
Ormonde Mining plc
The authorised share capital was increased by 300,000,000 ordinary shares of €0.01 each during the year by a
Special Resolution with notification to the Companies Registration Office.
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 issued ordinary shares, or 1.16% 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.
18.
Other Reserves - Group and Company
Share
Based
Payment
Reserve
Capital
Conversion
Reserve
Capital
Redemption
Reserve
Foreign
Currency
Translation
Reserve
€000’s
€000’s
€000’s
€000’s
Balance as 1 January 2020
Shared based payment
Release relating to expired share options
Foreign exchange adjustments
Balance at 31 December 2020
Balance at 1 January 2021
Shared based option expense
Release relating to expired share options
Balance at 31 December 2021
837
18
(572)
-
283
283
72
(74)
281
29
-
-
-
29
29
-
-
29
7
-
-
-
7
7
-
-
7
1,600
-
-
(1,600)
-
-
-
-
-
a) 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.
b) 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.
Page | 44
Ormonde Mining plc
19.
Retained Losses
Deficit at beginning of year
Transfer from reserves
Share based reserve adjustment
Cancellation of shares
Loss for the year
Group
2021
€000’s
(27,469)
-
74
-
(1,618)
Group
2020
€000’s
Company
2021
€000’s
Company
2020
€000’s
(37,265)
1,600
572
8,760
(1,136)
(27,399)
-
74
-
(1,610)
(35,379)
-
572
8,760
(1,352)
Deficit at end of year
(29,013)
(27,469)
(28,935)
(27,399)
In accordance with the provisions of the Irish Companies Act 2014, the Company has not presented the Company
Statement of Comprehensive Income. The Company's loss for the period of €1.611 million (2020: loss of €1.352
million) has been dealt with in the Statement of Comprehensive Income of the Group.
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 9,150,000 options granted during the year at an exercise price of €0.011 each. Half of these share
options had vested before 31 December 2021, with the remaining options vesting 2022. No options were
exercised during the year (2020: €nil) however, a number of options expired consequent upon Directors and
executives leaving the Company – see note 6. An expense for the issue of these new share options was calculated
using the Black-Sholes-Merton valuation method, using an expected life to November 2031, a standard deviation
of 158.5%, a current share price of €0.008, an assumed risk rate of 1% and zero expected dividends.
The following reconciles the outstanding share options granted under the employee share option plan at the
beginning and end of the financial year:
31 Dec 2021
31 Dec 2020
Number
of options
000's
Balance at beginning of the financial year
Expired during the financial year
Granted during the year
Balance at end of the financial year
27,200
(15,700)
9,150
20,650
Weighted
average
exercise
price
€0.016
€0.012
€0.011
€0.017
Number
of options
000's
15,825
(5,125)
16,500
27,200
Weighted
average
exercise
price
€0.039
€0.069
€0.010
€0.016
Ormonde Mining plc
Exercisable at end of the financial year
15,075
€0.019
16,200
€0.017
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
Option Series 10
Exercise
Price
Number of
Share Options
Outstanding
000's
5,850
2,650
3,000
9,150
20,650
€0.025
€0.027
€0.010
€0.011
The options outstanding at 31 December 2021 had a remaining average contractual life of 7.7 years.
21. Related Party Transactions
Details of subsidiary undertakings are shown in Note 12. During the year, the Company lent the subsidiaries
€111,000. 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 2021 is €2,079,000. In the Company books
there is an impairment charge of €493,412 on the receivable from Group undertakings in the year ending 31
December 2021, which consolidates out to €nil in the Group accounts.
22. Events After the Reporting Date
Other than those disclosed in the financial statements, there were no events after the reporting date that requires
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 2021 and 2020, 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.
Page | 46
Ormonde Mining plc
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.
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 2021 and 31 December 2020 were all payable
on demand.
The expected maturity of the Group and Company’s financial assets (excluding prepayments) as at 31 December
2021 and 31 December 2020 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 2021 and 31 December 2020.
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 2021 and 31 December 2020. 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 20 June 2022.
Ormonde Mining plc
Directors and other information
Directors
Registered Office
Secretary
Group Auditors
Brian Timmons (Non-Executive Director & Chairman)
Brendan McMorrow (Executive Director & CEO)
(appointed 30 September 2021)
Keith O’Donnell (Non-Executive Director)
(appointed 30 September 2021)
Richard Brown (Non-Executive Director)
(resigned 30 September 2021)
Jonathan Henry (Executive Chair)
(resigned 30 September 2021)
Tim Livesey (Non-Executive Director)
(retired 30 September 2021)
c/o Smith and Williamson
Paramount Court
Corrig Road
Sandyford Business Park
Dublin D18 R9C7
Brendan McMorrow
(appointed 30 September 2021)
Paul Carroll
(resigned 30 September 2021)
Nexia Smith and Williamson (Ireland) Limited
Chartered Accountants and Statutory Audit Firm
Corrig Road, Sandyford Business Park,
Dublin 18
Business Address
Bracetown Businress Park
Clonee, Co. Meath
Ireland D15 YN2P
Bankers
Page | 48
Allied Irish Bank plc
Market Square, Navan
Co. Meath
La Caixa
Centro de Empresas de Salamanca
C. Rector Lucena
1137002 Salamanca
Ormonde Mining plc
Spain
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
NOMAD, Euronext Growth Advisor
Broker & Financial Advisor
Davy
Davy House,
49 Dawson Street,
Dublin 2, Ireland
Computershare Investor Services (Ireland) Ltd
31000 Lake Drive
Citywest Business Campus, Dublin 24
D24 AK82, Ireland
Vigo Consulting Limited
Sackville House,
40 Piccadilly
London W1J 0DR
United Kingdom
Registered Number
96863 Republic of Ireland
Date of Incorporation
13 September 1983
Website
www.ormondemining.com
Ormonde Mining plc
Page | 50