Ormonde Mining plc
Annual Report and
Group Financial Statements
For the year ended 31 December 2022
Ormonde Mining plc
Annual Report and Group Financial Statements
Contents
Chair's Review ............................................................................................................................................... 3
Directors’ Report ........................................................................................................................................... 5
Consolidated Statement of Comprehensive Income .................................................................................... 21
Consolidated Statement of Financial Position ............................................................................................. 22
Company Statement of Financial Position ................................................................................................... 23
Consolidated Statement of Cashflows ......................................................................................................... 24
Company Statement of Cashflows ............................................................................................................... 25
Consolidated Statement of Changes in Equity............................................................................................. 26
Company Statement of Changes in Equity .................................................................................................. 27
Notes to the Financial Statements ................................................................................................................ 28
Directors and other information................................................................................................................... 49
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Ormonde Mining plc
Chair's Review
Introduction
I am pleased to present my second annual review to shareholders since I took over as Ormonde’s Chairman in
October 2021.
During the year, the Board, with the assistance of our technical advisory team, began delivering upon its
commitment to leverage the Group’s balance sheet to generate value for shareholders. This has involved
extensive review of a range of potential opportunities leading to a shortlist of attractive possible investments.
We are of course cognisant that shareholders have been waiting some time for news of further investments;
however, this is a process that requires both time and diligence to ensure the transactions we pursue deliver the
maximum opportunity for value creation. I would like to assure shareholders that discussions continue to
progress, as does our partnership with our first investee company, Peak Nickel Limited.
The investment in Peak Nickel Limited announced in February 2023 provides Ormonde’s shareholders with
exposure to the fast growing and active battery metals sector. The Board expects further investments to follow.
This investment activity was undertaken whilst the Board worked to monetise the legacy La Zarza asset in
Spain. Ormonde continues to seek value adding options for the Group’s remaining Spanish gold assets.
Investment – Peak Nickel Limited
Subsequent to year end, the Group acquired a 20% interest in Peak Nickel Limited (“PNL”) for total payments
of £512,500. PNL is a UK company which is advancing exploration on a very promising battery metals
project. The Group's investment was designed to enable a fast-track initial drilling programme aimed at
identifying a modern, code-compliant resource in those minerals.
At the time of investment, Ormonde was granted an exclusive option by PNL to either invest up to a further £4
million in cash in PNL for further exploration work, bringing Ormonde's interest to 49.9%; or acquire the
remaining 80% of PLN by way of issuance of ordinary shares in Ormonde to PNL.
La Zarza disposal
While new opportunities with significant value upside potential were being shortlisted, the Board continued to
advance negotiations with interested parties towards monetising the value within the legacy La Zarza Copper-
Gold Project in Spain (“La Zarza”).
On 28 September 2022, shareholders approved at an EGM a proposal from the Board for the sale of the
Group's landholding, drill core and data assets associated with La Zarza for a cash consideration of €2.3
million to La Zarza Mineria Metalica S.L.U., a subsidiary of the Spanish company Tharsis Mining S.L., which
controls the mining rights to La Zarza.
Under the terms of this sale agreement, the Group received the first tranche payment of €800,000 on closing,
with the balance to be paid in three equal payments of €500,000 on the first, second and third anniversaries of
completion. The next payment is due to be received on or around 30 September 2023, further boosting the
Group’s balance sheet. Ormonde holds security in respect of the deferred cash payments.
Ormonde Mining plc
Spanish Assets
The Group’s interest in a number of gold investigation permits (IPs) situated in Spain, held for over a decade,
expired during the Covid period, and the Group has applied for renewal of these exploration licenses. In the
event that these IPs are renewed, Ormonde intends to undertake exploration activity on the licenses. There is
no certainty, however, regarding to the renewal of the IPs, and, accordingly, these assets have been subject to
an impairment of €167,000 as at 31 December 2022.
Financials
Ormonde recorded a total comprehensive loss for the period of €1.1 million for 2022, compared with a loss of
€1.6 million in 2021. As of 31 December 2022, the Group had net assets of €4.9 million, including a cash
balance of €3.56 million, providing the Group with a platform from which to invest further.
Suspension of Shares
The Board is mindful of the continued suspended status of the Group’s shares under market rules pending an
announcement and publication of an admission document. As announced on 7 February 2023, following the
PNL investment, Ormonde is required to execute a further transaction with PNL or another party, which would
be categorised as a reverse takeover under AIM Rule 14. This transaction would require both shareholder
approval and the publication of an AIM admission document. Ormonde continues to review its investment
options in relation to this requirement and the Board looks forward to sharing its strategy with shareholders in
due course.
Conclusions and Outlook
During 2022 and the first part of 2023, the Board has delivered on extracting value from legacy assets to boost
the Company’s balance sheet and commenced its proposed strategy of leveraging Ormonde’s strong balance
sheet to generate new value enhancing deals for shareholders.
The sale of the La Zarza assets and subsequent investment into PNL represent the first steps in shareholder
value creation and provide the platform for further exciting investments in prospective mining jurisdictions.
The Board continues to advance discussions with interested parties to move onto the next stages of this
strategy.
On behalf of the Board, I would like to thank our shareholders for their continued support and especially for
their patience displayed during the past 18 months. I look forward to updating you all on Ormonde’s progress
in due course.
Brian Timmons
Chairman
27 June 2023
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Ormonde Mining plc
Directors’ Report
For the year ended 31 December 2022
The Directors present the Annual Report and the Group Financial Statements for the year ended 31 December
2022 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. On 7 February 2023, the Company announced that its shares were being suspended from trading in
accordance with AIM Rule 14, until such time as an AIM admission document and Euronext Growth
information document have been published seeking readmission to trade.
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 2022 and the
Consolidated Statement of Financial Position as at that date, are set out on pages 21 and 22 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 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. The Company mitigates against these risks by carrying out
appropriate due diligence in relation to the taking on of new licenses, the exploration location and ensuring the
suitability of both staff and contractors.
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. The Company where relevant will review commodity prices and would if suitable hedge future
prices accordingly
Political Risk
The Group holds assets in Europe so therefore 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.
Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2022
The Company reviews carefully the countries in which it operates and is likely to do so to ensure that the
political and economic situation is suitable and will consult with local partners before entering a new territory
Financial Risk
Financial risk is explained in Note 24.
Share Price
The share price movement in the year ranged from a low of €0.006 to a high of €0.012 (2021: €0.008 to €0.03).
The share price at the year-end was €0.008 (2021: €0.009).
Directors
The names of the current Directors are set out at the back of this report.
Details of Executive Directors
Brian Timmons
Chairman
Brian has over 30 years of experience in senior positions within companies across a range of industries,
including fund management, investment banking, 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 and a director of Terrabiogen Technologies Inc., a
Canadian agri-bioscience research & development company. From February 2023, Brian is also a director
of Peak Nickel Ltd. Brian is a Fellow of the Association of Chartered Certified Accountants.
Brendan McMorrow
Chief Executive Officer
Brendan has over 25 years' experience in base and precious metals mining and oil & gas 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 a non-executive
Director of Karelian Diamond Resources plc, Conroy Gold and Natural Resources plc and Finance Director of
Dunraven Resources PLC. Brendan is a Fellow of the Association of Chartered Certified Accountants.
Details of Non-Executive Directors
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. He is a director of JZ Consultancy Ltd.
Keith is a member of the Chartered Institute of Bankers and holds an MBA from Bayes Business School, City
University, London.
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Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2022
In accordance with Section 329 of the Companies Act 2014, the beneficial shareholdings of the directors and
company secretary and the movements thereon during the year ended 31 December 2022 were as follows.
Directors
Brian Timmons
Brendan McMorrow
Keith O’Donnell
31 Dec '22
Ordinary Shares
1 Jan '22
Ordinary
Shares
-
-
-
-
-
-
No director, secretary or any member of their immediate families had an interest in any subsidiary. There were
no changes in shareholdings and share options held between 31 December 2022 and the date of signing the
financial statements. Details on Director’s remuneration and the share options held is shown later in the
Directors report on page 12.
Transactions Involving Directors
Other than remuneration and the share options held, 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 2022 and the date of this report, the
following shareholders own 3% or more of the issued share capital of the Company:
Thomas Anderson
* As notified on 24 December2021
Percentage of issued share capital
27 June '23
24.4%*
31 Dec '22
24.4%
The Directors are not aware of any other holding of 3% or more of the share capital of the Company.
Subsidiary Undertakings
Details of the Company's subsidiaries are set out in Note 12 to the financial statements.
Political Donations
There were no political donations during the year as defined by the Electoral Act 1997 (2021: €Nil).
Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2022
Directors' Responsibility Statement
The Directors are responsible for preparing the Directors' Report and the Group and Parent Company financial
statements, in accordance with applicable law and regulations.
Irish Company law requires the Directors to prepare Group and Parent Company financial statements for each
financial year. Under company law and in accordance with AIM and Euronext Growth Market rules, the
Directors have elected to prepare the Group and the Parent Company's financial statements in accordance with
International Financial Reporting Standards ("IFRS") as adopted by the EU ("EU IFRS") as applied in
accordance with the provisions of the Companies Act 2014.
Under that company law the Directors must not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Parent Company and the Group and of the profit or
loss of the Group for that period.
In preparing each of the Group and Parent 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; and
• prepare the Group and Parent Company financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
The Directors confirm that they have complied with the above requirements in preparing the Group and Parent
Company financial statements. The directors are also responsible for ensuring that they meet their
responsibilities under the AIM rules.
The Directors are responsible for ensuring that the company keeps or causes to be kept adequate accounting
records which correctly explain and record the transactions of the Group and Parent Company, enable at any
time the assets, liabilities, financial position and profit or loss of the Group be determined with reasonable
accuracy, enable them to ensure that the financial statements and Directors' Report comply with the Companies
Act 2014 and enable the financial statements to be audited. They are also responsible for safeguarding the assets
of the company and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
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 is 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.
The business has sufficient cash resources to meet the Group's annual operating costs for the foreseeable future.
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Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2022
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.
Details of the following Principles which require disclosure are set out as follows
Principle 1
Establish a strategy and business model which promotes long-term value for shareholders.
Our priority is to evaluate and execute new opportunities through which we can leverage our listing and balance
sheet to generate shareholder value. We are doing so alongside reviewing our existing assets in Spain to
maximise values therein.
Principle 4
Embed effective risk management, consideringboth opportunities and threats, throughout the organisation
The Board has embedded effective risk management within the Company’s strategy in the following ways:
Exploration risk: Risks associated with the Company’s current exploration projects are high, as there can be no
certainty that these or any such exploration projects will result in identifying an economic resource Commodity
price risk: The nature of the Company’s business means it remains exposed to the cyclical nature of commodity
prices, but the Company’s strategy reduces this risk exposure by focusing on quality projects and commodities
with a positive supply-demand outlook. Political risk: The Company’s mineral exploration and development
activities are currently focused in the European jurisdiction, minimising exposure to political and economic
uncertainties and unexpected changes to resource related legislation. Growth opportunities are being considered
in other jurisdictions, with political and legislative stability continuing to be taken into account.
Financial risk: The Company’s financial risks are typical for an emerging international exploration and
development company, including exposure to costs being higher than budgeted, results being below forecast,
availability of required capital being affected by prevailing metal prices, etc.
The Board is responsible for maintaining the Group’s system of internal control to monitor shareholders’
investments and Group assets. The internal control system currently in place is described on page 13 of the
Annual Report.
Ormonde Mining plc
Principle 5
Maintain the board as a well-functioning, balanced team led by the chair
The Board currently has three directors, comprising a non-executive director, a chairman and one executive
director. The Directors and their biographical details are presented on the Company’s website and in the Annual
Report.
Mr Brian Timmons, Chairman, and Mr Brendan Mc Morrow, CEO have been nominated by the Company’s
largest shareholder and are not considered to be independent by the Board. Mr Keith O’Donnell, Non-executive
Director, was also nominated by the Company’s largest shareholder, but is considered to be independent by the
Board. Directors are not appointed for specific terms, with at least one of 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.
Each of the Directors is able to meet the time commitments necessary to fulfil their roles, including attending
Board meetings in person or by phone and attending to ad hoc Board matters as they arise. The Board is
supported by remuneration, audit, and technical & ESG committees. Each committee possesses the skills and
knowledge required to effectively discharge its duties and responsibilities. The Board met formally on 9
occasions during the year ended 31 December 2022. An agenda and supporting board papers were circulated in
advance of most of these meetings. Whilst only one of the Non-Executive directors is considered to be
Independent, the Directors consider the size and composition of the Board to be commensurate with the
Company’s current size and status.
Principle 6
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Directors and their respective biographical details are presented on the Company’s website and in the
Annual Report. The Board as a whole contains an appropriate balance of experience, skills, personal qualities
and capabilities at the current stage of the Company’s development to deliver its strategy for the benefit of
shareholders. Specifically, the Directors’ combined skills and experience in the resource sector, from technical,
financial and corporate perspectives place the Company in a strong position from which to create value from its
current projects and to evaluate opportunities in the resource sector, and when appropriate, permit, fund and
develop such resource projects. The Board considers that these strengths and abilities will continue to support
the Company’s future development, but also recognise that, as the Company evolves, the Board composition
will need to evolve to reflect change. The Board endeavours to ensure that each Director’s skills remain
effective to the Company’s growth and development. The small size of the Board enables the close engagement
with senior management and regular information exchange on corporate and technical developments within the
Company and in the broader resource sector. The Board benefits from the Directors’ collective and extensive
personal and professional networks within the resource sector and investment community which bring regular
and relevant knowledge and insight to the Company’s business. External legal and financial advice is made
available to the Directors as required. The Board engages external board advisers from time to time, to advise on
general corporate matters.
Principle 7
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Board considers that it is performing effectively as a unit, at committee level and on an individual Director
basis, however it does not currently conduct a formal evaluation process. The Board was refreshed during 2021,
with two Board members being newly appointed.
Principle 8
Promote a corporate culture that is based on ethical values and behaviours
The Board works to encourage and nurture a corporate culture that is consistent with the Company’s vision and
supports its strategic objectives. An ongoing, open and constructive dialogue between the Board and senior
management facilitates the Board to monitor, assess and promote a healthy, questioning, corporate culture
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Ormonde Mining plc
across the Company’s operations. As a small company with a clear focus on creating shareholder value, the
Board has identified the following key cultural values as being visible across the Company’s business:
• Focus on project delivery: At all levels of the Company, including its contractors and partners, there is a clear
focus on delivering the best possible results from its projects, in the interest of creating wealth for the
Company’s shareholders, employees, host communities and governments.
• Dedication and flexibility: The Board, management and employees form a loyal and productive group. This is
evident in the average length of service of its management and staff, and through the flexibility shown by the
Ormonde team in doing whatever is required to achieve its corporate goals.
• Acting with care and responsibility: Delivering the Company’s strategy requires that its workforce and
partners act with care and responsibility towards each other, the environment and the host communities where
the Company operates. The Company’s commitment to this area has been demonstrated by the formation of a
Technical and ESG Committee.
Ethical values and behaviours are further promoted and governed by the Board through the Company’s Code of
Business Conduct, and Ethics, Anti-Bribery & Corruption, Gifts & Hospitality, and Safety Environmental &
Social Responsibility policies, each of which are reviewed and certified on an annual basis.
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 and the effectiveness of the Group’s system of internal financial control.
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. All directors co-opted to the Board during any
financial period are subject to election by shareholders at the first opportunity following their appointment.
Consideration to setting up a Nominations Committee is under continuous review.
Technical & ESG Committee
The Technical & ESG Committee has three members of whom one is Non-Executive Directors, plus two
Executive Directors. 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 the Chairman and one Non-Executive Director. 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.
Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2022
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 2022 was €136,250 (31 December 2021:
€309,250).
Executive Directors
Jonathan Henry
Brendan McMorrow (from Oct 2021)
Brian Timmons
Total Executive Directors' remuneration
Non-Executive Directors
Richard Brown (resigned Sept 2021)
Tim Livesey (retired Sep 2021)
Keith O’Donnell
Total Non-Executive Directors' remuneration
Total Directors' remuneration
31 Dec '22
31 Dec '21
€
-
65,000
65,000
130,000
-
-
6,250
6,250
€
170,000
10,000
39,250
219,250
45,000
45,000
-
90,000
136,250
309,250
Directors
Brian Timmons
Brendan McMorrow
Keith O’Donnell
31 Dec '22
Share Options
1 Jan '22
Share Options
3,000,000
2,500,000
2,500,000
3,000,000
2,500,000
2,500,000
All share options are exercisable at €0.011.
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. (See
directors remuneration details in Note 6 of the financial statements).
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Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2022
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 2022 AGM was held in person.
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 in 2020, 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;
• Cash flow forecasting is performed on an ongoing basis to ensure efficient use of cash resources.
• 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.
Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2022
Accounting records
The measures taken by the Directors to ensure compliance with the requirements of Sections 281 to 285 of the
Companies Act 2014, with regard to the keeping of accounting records, are the employment of appropriately
qualified accounting personnel and the maintenance of computerised accounting systems. The Company's
accounting records are maintained at its operational head office in Bracetown Business Park, Clonee, Co.
Meath, Ireland.
Events after the reporting date
Subsequent to the year end the Group acquired a 20% equity interest in Peak Nickel Limited (“PNL”) for total
payments of £512,500. PNL is a private UK company which is advancing exploration on a potentially
significant battery metals project,.
Further details on the above transaction are set out in the Chair’s Review at the start of the Annual Report.
Other than those noted above or 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 Group and Parent 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 Group and Parent 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.
Statement on Relevant Audit Information
The Directors believe that they have taken all steps necessary to make themselves aware of any relevant audit
information and have established that the Group's statutory auditors are aware of that information. In so far as
they are aware, there is no relevant information of which the Group's statutory auditors are unaware.
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Ormonde Mining plc
Directors’ Report (continued)
For the year ended 31 December 2022
Auditors
Pursuant to Section 383(2) of the Companies Act 2014, the auditors, CLA Evelyn Partners (Ireland) Limited,
have indicated their willingness to continue in office.
On behalf of the Board
________________
Brian Timmons
Director
Date: 27 June 2023
_______________
Brendan McMorrow
Director
27 June 2023
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 2022, 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 2022 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
two 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 three 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.
Page | 16
Ormonde Mining plc
Independent Auditors' Report to the Members of Ormonde Mining plc
(continued)
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 group’s other debtors from the sale of La Zarza exploration and evaluation assets and
the parent company’s amounts due from group undertakings
Description of the risks
As described in Note 14, the La Zarza exploration and evaluation assets formed a significant part of the
group’s total assets which were classified as held for sale as at 31 December 2021. During the year, the group
sold these assets for €2.3 million, having received €0.8m on closing of the transaction, with €1.5 million to be
received over the next three years. The outstanding balances are initially recorded as other debtors at fair
value and then subsequently measured at amortised cost under amounts falling due within one year of €0.5
million and other debtors under amounts falling due after one year of €0.7 million. Separately to this, there is
a €1.2m balance due from its subsidiaries in the parent company’s balance sheet totalling to €1.39m as at 31
December 2022. If the €1.2m is not recovered from the third party, this intercompany debtor balance may not
be recoverable.
Our response to the risk
In respect of these assets, our work included:
- tested the fair value of the deferred consideration as at 31 December 2022;
- reviewed the sale agreement, including the warranties and conditions of the sale;
- examined evidence of establishment of the registered charge over the land; and
- considered the recoverability of the parent company’s amounts due from its subsidiaries which
substantially relates to this receivable.
Carrying value and impairment of the group’s exploration and evaluation assets
Description of the risks
As described in Note 10, the group’s exploration and evaluation assets comprise intangible assets relating to
various exploration licenses which the group is attempting to renew. After the year end, some of the licences
lapsed and for which their renewal were subsequently denied as such an impairment charge of €0.167 million
was then recorded. As at 31 December 2022, the book value of the remaining assets was €0.157 million. An
application to renew these licences has been submitted and there is no certainty that it will be successful.
Ormonde Mining plc
Independent Auditors' Report to the Members of Ormonde Mining plc
(continued)
Our response to the risk
In respect of these assets, our work included:
- discussions with management regarding the likelihood that these licenses will be renewed;
- consideration of the cumulative expenditure incurred to date in respect of the licenses and whether they met
the requirements of IFRS 6 for the recognition of exploration and evaluation assets; and
- reviewed evidence of steps undertaken by the group to pursue the renewal of these licenses, specifically
minutes of meetings and discussions held by senior group executives with the Director of the Regional
Mines Department in Leon, Spain
Our application of materiality
The materiality for the group financial statements as a whole (“group materiality”) was set at €244,000. 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
€195,200. 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 5% of the parent company’s net assets and the group’s performance
materiality.
Performance materiality for the group financial statements was set at €195,000, being 80% of group FS
materiality, for purposes of assessing the risks of material misstatement and determining the nature, timing
and extent of further audit procedures. We have set it at this amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected misstatements exceeds group FS materiality.
We judged this level to be appropriate based on our understanding of the group and its financial statements,
as updated by our risk assessment procedures and our expectation regarding current period misstatements.
Performance materiality for the parent company financial statements was set at €156,160, being 80% of
parent FS materiality. It was set at 80% to reflect the fact that few misstatements were expected in the current
period.
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 31 December 2024;
• Comparing the forecast results to those actually achieved in the 2023 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.
Page | 18
Ormonde Mining plc
Independent Auditors' Report to the Members of Ormonde Mining plc
(continued)
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, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine
whether there is a material misstatement in the financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
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; and
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.
In our opinion 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.
Ormonde Mining plc
Independent Auditors' Report to the Members of Ormonde Mining plc
(continued)
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 8, 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 group and the parent company 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 Irish
Auditing and Accounting Supervisory Authority's website at: https://iaasa.ie/publications/description-of-the-
auditors-responsibilities-for-the-audit-of-the-financialstatements/. This description forms part of our Auditors'
Report.
The purpose of the audit work and to whom we owe our responsibilities
This Report is made solely to the company's shareholders, 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
shareholders 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 shareholders, as a body, for our audit work, for this Report, or for the opinions
we have formed.
John O’Callaghan
For and on behalf of
CLA Evelyn Partners (Ireland) Limited
Chartered Accountants and Statutory Audit Firm
Paramount Court
Corrig Road
Sandyford Business Park
Dublin 18
Date: 27 June 2023
Page | 20
Ormonde Mining plc
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2022
Revenue
Administration expenses
Impairment of intangibles
Loss on ordinary activities
Finance costs
Loss for the year
Taxation
Loss for the Period after tax
Total comprehensive (loss)/income for the period
Earnings per share
Basic & diluted (loss) per share (in cent)
Total earnings per share
Basic & diluted earnings/ (loss) per share (in cent)
8
8
Year ended
31-Dec-22
€000s
Year ended
31-Dec-21
€000s
Notes
0
0
10
(881)
(167)
______
(1,048)
(17)
______
(1,065)
0
______
(1,065)
______
(1,065)
(0.23)
(0.23)
(1,194)
(400)
______
(1,594)
(24)
______
(1,618)
0
______
(1,618)
______
(1,618)
(0.34)
(0.34)
All activities are derived from continuing activities. All (losses)/profits and total comprehensive loss for the year
(and preceding year) are attributable to the equity holders of the Company. The Group has not recognised gains
or losses other than those dealt within the Statement of Comprehensive Income. The accompanying notes on
pages 28 to 48 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 27 June 2023 and signed on its behalf by:
On behalf of the Board
_______________
Brian Timmons
Director
___________________
Brendan McMorrow
Director
Ormonde Mining plc
Consolidated Statement of Financial Position
as at 31 December 2022
Notes
31-Dec-22
€000s
31-Dec-21
€000s
Assets
Non-current assets
Intangible assets
Trade and other receivables
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
14
13
15
17
17
18
18
18
19
16
157
700
_______
857
613
0
3,564
_______
4,177
_______
5,034
_______
4,725
29,932
281
29
7
(30,078)
_______
4,896
138
_______
138
_______
5,034
_______
309
0
_______
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
_______
The accompanying notes on pages 28 to 48 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 27 June 2023 and signed on its behalf by:
On behalf of the Board
_______________
Brian Timmons
Director
Page | 22
___________________
Brendan McMorrow
Director
Ormonde Mining plc
Company Statement of Financial Position
as at 31 December 2022
Assets
Investment in subsidiaries
Trade and other receivables
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
31-Dec-22
€000s
As regrouped
31-Dec-21
€000s
Notes
12
14
14
15
17
17
18
18
18
19
16
130
1,388
_______
1,518
95
3,554
_______
3,649
_______
5,167
_______
4,725
29,932
281
29
7
(30,051)
_______
4,923
244
_______
244
_______
5,167
_______
443
2,079
_______
2,522
76
3,740
_______
3,816
_______
6,338
_______
4,725
29,932
281
29
7
(28,935)
_______
6,039
299
_______
299
_______
6,338
_______
The accompanying notes on pages 28 to 48 form an integral part of these financial statements. The financial
statements were approved by the Board of Directors on 27 June 2023 and signed on its behalf by:
On behalf of the Board
_________________
Brian Timmons (Director)
_____________________
Brendan McMorrow (Director)
Ormonde Mining plc
Consolidated Statement of Cashflows
for the year ended 31 December 2022
Cashflows from operating activities
Loss for the year before taxation
Adjustments for:
Impairment of intangible assets
Impairment of Asset classified as held for resale
Non cash items: Share Option cost
Movement in Working Capital
Movement in receivables
Movement in liabilities
Net Cash used in operations
Investing activities
Expenditure on intangible assets
Proceeds from disposal of assets held for resale
Net cash used in investing activities
Notes
Year ended
31-Dec-22
€000s
Year ended
31-Dec-21
€000s
(1,065)
________
(1,065)
167
0
0
________
(898)
(20)
(49)
________
(967)
(15)
800
________
785
(1,618)
________
(1,618)
0
400
72
________
(1,146)
(35)
(24)
________
(1,205)
(14)
0
________
(14)
Net (decrease) in cash and cash equivalents
(182)
(1,219)
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
15
15
3,746
______
3,564
______
4,965
______
3,746
______
The accompanying notes on pages 28 to 48 form an integral part of these financial statements.
Page | 24
Ormonde Mining plc
Company Statement of Cashflows
for the year ended 31 December 2022
Cashflows from operating activities
Loss for the year before taxation
Non cash items: Share Option cost
Impairment of financial asset
Cashflow from operating activities
Movement in Working Capital
Movement in receivables
Movement in creditors
Net Cash used in operating activities
Notes
Year ended
31-Dec-22
€000s
Year ended
31-Dec-21
€000s
(1,116)
0
312
________
(804)
673
(55)
________
(186)
(1,610)
72
0
________
(1,538)
343
(16)
________
(1,211)
Net (decrease) in cash and cash equivalents
(186)
(1,211)
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
15
15
3,740
______
3,554
______
4,951
______
3,740
______
The accompanying notes on pages 28 to 48 form an integral part of these financial statements.
Ormonde Mining plc
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
Share
Share
Capital Premium
€000s
€000s
Share
based
Payment
Reserve
€000s
Other
Reserves
€000s
Retained
Losses
€000s
Total
€000s
Balance at 1 January 2021
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
Loss for the year
Total comprehensive income for the year
Balance at 31 December 2022
-
______
0
-
-
______
4,725
-
______
0
______
4,725
______
-
______
0
-
-
______
29,932
-
______
0
______
29,932
______
-
______
0
(74)
72
______
281
-
______
0
______
281
______
-
______
0
-
-
______
36
-
______
0
______
36
______
(1,618)
______
(1,618)
74
-
______
(29,013)
(1,065)
______
(1,065)
______
(30,078)
______
(1,618)
______
(1,618)
0
72
______
5,961
(1,065)
______
(1,065)
______
4.896
______
The accompanying notes on pages 28 to 48 form an integral part of these financial statements.
Page | 26
Ormonde Mining plc
Company Statement of Changes in Equity
for the year ended 31 December 2022
Share
Share
Capital Premium
€000s
€000s
Share based
Payment
Reserve
€000s
Other Retained
Losses
Reserves
€000s
€000s
Total
€000s
Balance at 1 January 2021
4,725
29,932
283
36
(27,399)
7,577
Loss for the year
Total comprehensive income for the
year
Release relating to expired share options
under Share based payment reserve
Employee share-based compensation
Balance at 31 December 2021
Loss for the year
Balance at 31 December 2022
-
______
-
______
-
______
-
______
(1,610)
______
(1,610)
______
0
-
-
______
4,725
-
______
4,725
______
0
-
-
______
29,932
-
______
29,932
______
0
(74)
72
______
281
-
______
281
______
0
-
-
______
36
-
______
36
______
(1,610)
(1,610)
74
-
-
______
(28,935)
(1,116)
______
(30,051)
______
72
______
6,039
(1,116)
______
4,923
______
The accompanying notes on pages 28 to 48 form an integral part of these financial statements.
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’s
registered office is c/o Evelyn Partners, Paramount Court, Corrig Road, Sandyford Business Park, Dublin D18
R9C7 and its principal place of business is Bracetown Business Park, Clonee, Co Meath, D15YN2P
The Company is listed on AIM, part of the London Stock Exchange and the Euronext Growth Market in Dublin.
On 7 February 2023, the Company announced that its shares were being suspended from trading in accordance
with AIM Rule 14, until such time as an AIM admission document and Euronext Growth information document
have been published seeking readmission to trade.
The Group and Parent Company financial statements were authorised for issue by the Directors on 27 June 2023.
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 2022.
New accounting standards and interpretations effective from 1 January 2022
A number of new accounting standards’ amendments and interpretations apply from 1 January 2022; 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 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
IAS 1 Presentation of Financial Statements - effective 1 January 2024
IFRS 16 Leases – effective 1 January 2024
There would not have been a material impact on the financial statements if these standards had been applied in
the current year.
Functional and Presentation Currency
These Consolidated Financial Statements are presented in Euro (€), which is the Company's functional currency.
Page | 28
Ormonde Mining plc
Use of Estimates
The preparation of financial statements in conformity with IFRS requires management to make estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. The estimates and associated assumptions are based on historical experience and various
other factors that are believed to be reasonable under the circumstances, the results of which form the basis of
making estimates about carrying values of assets and liabilities that are not readily apparent from other sources.
Use of Judgements
The preparation of financial statements in conformity with IFRS requires management to make judgements that
affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
These judgements are based on historical experience and various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis of making judgements about carrying values of
assets and liabilities that are not readily apparent from other sources.
In particular, there are significant areas of critical judgements in applying accounting policies that have the most
significant effect on the amounts recognised in the financial statements in the following area:
• Note 10: Intangible assets
Consolidation
The Consolidated Financial Statements comprise the financial statements of Ormonde Mining plc and its
subsidiaries for the year ended 31 December 2022.
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.
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.
Investments in 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 Consolidated Statement of Financial Position under intangible assets in respect of each area of
interest where:
(i)
the operations are ongoing in the area of interest and exploration or evaluation activities have not
reached a stage which permits a reasonable assessment of the existence or not of economically
recoverable reserves; or
Ormonde Mining plc
(ii)
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 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 in other comprehensive income or recognised
directly in equity, in which case it is recognised in other comprehensive income or equity, respectively.
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
Page | 30
Ormonde Mining plc
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 comprehensive income.
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 Statement of Comprehensive Income.
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.
Ormonde Mining plc
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.
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.
The other receivables relating to the disposal of La Zarza assets are initially recorded at fair value, which is
ordinarily equal to the proceeds received net of transaction costs. These assets are subsequently measured at
amortised cost, using the effective interest rate method. The effective interest rate method is a method of
calculating the amortised cost of a financial asset and allocating interest income over the relevant period. The
effective interest rate is the rate that exactly discounts estimated future cash flows through the expected life of
the financial asset, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
2.
Going Concern
The Group’s total comprehensive income was a deficit of €1,064,952 and it had cash and cash equivalents of
€3,563,793 as at 31 December 2022. 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 is 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.
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.
Page | 32
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’s Review, 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)
Corporate admin expenses
Exploration - Spain
Total for continuing operations
(Loss) for year
2022
€000's
2021
€000's
-
-
(933)
(132)
(1,065)
(1,131)
(487)
(1,618)
(1,065)
(1,618)
Consolidated comprehensive loss for the year
(1,065)
(1,618)
Segment Assets and Liabilities
Segment Assets
Corporate - Group asset
Exploration - Spain
Consolidated assets
Segment Liabilities
Corporate - Group liabilities
Exploration - Spain
Consolidated liabilities
2022
€000's
3,602
1,432
5,034
120
18
138
2021
€000's
3,739
2,409
6,148
175
12
187
Ormonde Mining plc
Other segment information
Depreciation & Amortization
2022
€000’s
2021
€000’s
Additions to Non-Current
Assets
2022
€000’s
2021
€000’s
Exploration - Spain
0
0
15
14
Revenue from major products and services
There was no revenue in either 2022 or 2021.
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.
Information about the Group’s non-current assets by geographical location are detailed below:
Non-Current Assets
Ireland
Spain
4.
Statutory Information
2022
€000's
-
857
857
2021
€000's
-
309
309
The loss for the financial year is stated after charging:
Impairment of Assets classified as held for sale
Impairment of Intangible asset
Directors remuneration
Share based option expense
Auditors' remuneration
Auditors' remuneration from non-audit work
2022
€000's
2021
€000's
0
167
136
0
33
4
400
0
310
72
28
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.
Page | 34
Ormonde Mining plc
Employees
5.
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
2022
Number
2021
Number
3
2
5
3
4
7
2022
€000's
2021
€000's
204
8
212
580
29
609
6.
Directors’ remuneration and Key Management Compensation
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the entity, directly or indirectly, including the directors of the entity. The
compensation paid or payable to key management for employee services is shown below:
Salaries and other short-term employee benefits
2022
€000’s
136
2021
€000’s
540
There were no payments made to third parties for their services as Directors of the company.
On 18 November 2021, the key management received the following share options, all exercisable at €0.011
each. The share options vested 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
The detailed Directors’ emoluments are shown in the Directors’ report on page 12 of this annual report and form
part of these financial statements.
7.
Finance Costs
Finance costs
These costs include bank related costs.
2022
€000s
17
2021
€000s
24
Ormonde Mining plc
8.
Earnings Per Share
Basic earnings per share
The basic and weighted average number of ordinary shares used in the calculation of basic earnings per share
is as follows:
(Loss)/profit for the year attributable to
equity holders of the parent:
(Loss) for year
(1,065)
(1,618)
2022
€000's
2021
€000's
Weighted average number of ordinary
shares for the purposes of basic earnings
per share:
(1,065)
(1,618)
Shares
472,507,482
472,507,482
Basic (loss) per ordinary share
€ (cents)
(0.23)
(0.34)
Basic (loss) per ordinary share
€ (cents)
(0.23)
(0.34)
Diluted earnings per share
For the years ended 31 December 2022 and 31 December 2021 the basic and diluted loss per share are the
same. Please see Note 20 for details on outstanding share options.
Page | 36
Ormonde Mining plc
9.
Income Tax Expense
Current tax
Current tax expense in respect of the current year
Total tax charge
2022
€000's
2021
€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 for the period
Income tax expense calculated at 12.5% (31 Dec 21: 12.5%)
Effects of:
Deferred tax assets not recognised
Income tax expense recognised in the profit or loss
2022
€000's
(1,065)
(133)
133
-
2021
€000's
(1,618)
(202)
202
-
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 2022, the Company had unused tax losses of €12,505,130 (2021: €11,531,831) available for
offset against future profits which equates to a deferred tax asset of €1,563,141 (2021: €1,441,479) based on
the current corporation tax rate of 12.5% in Ireland. No deferred tax asset has been recognised due to the
unpredictability of future profit streams. Losses may be carried forward indefinitely.
Ormonde Mining plc
10.
Intangible Assets - Group
Cost
At 1 January 2021
Additions
Impairment
At 31 December 2021
Additions
Impairment
Disposals
At 31 December 2022
Classified as:
Held for sale (Note 13 & 14)
Non-current assets
Exploration &
Evaluation Assets
€000's
2,695
14
(400)
2,309
15
(167)
(2,000)
157
2021
€000's
2,000
309
2,309
2022
€000's
-
157
157
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 2022. The recoverability of the
intangible assets is dependent on the future realisation or disposal of the mineral resources and related assets.
In relation to the non-current assets totaling €157,000, this represents intangible assets relating to a number of
gold licenses the Group has an interest in situated in Spain. The Group has applied for renewal of these
exploration licenses and intends to undertake exploration activity on the licenses, once 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 Intangible assets of €157,000 would also result in a corresponding impairment
of the Company's investment in subsidiaries, currently valued at €130,000. An impairment of €167,000 was
recorded during the year in respect of the group’s intangible assets (2021: €400,000 impairment for Assets
classified as held for resale).
In September 2022, the Company agreed the disposal of certain land and data assets associated with the La
Zarza Project, located in south-west Spain, for an amount of €2.3million.- see Note 14 for details of the
transaction.
Page | 38
Ormonde Mining plc
11.
Property, Plant and Equipment - Group
Cost
At 1 January 2021
At 31 December 2022
Accumulated Depreciation
At 1 January 2021
Depreciation charge
At 31 December 2022
Net Book Value
At 31 December 2022
At 31 December 2021
Property, Plant and Equipment - Company
Cost
At 1 January 2021
At 31 December 2022
Accumulated Depreciation
At 1 January 2021
Depreciation charge
At 31 December 2022
Net Book Value
At 31 December 2022
At 31 December 2021
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
-
-
16
16
16
-
16
-
-
18
18
18
-
18
-
-
Ormonde Mining plc
12. Investments in subsidiaries – Company
Cost
At 1 January 2021
At 31 December 2021
At 31 December 2022
Accumulated amortisation and impairment
At 1 January 2021
Impairment losses recognised in profit and loss (2021)
At 31 December 2021
Impairment losses recognised in profit and loss (2022)
At 31 December 2022
Net book values
At 31 December 2022
At 31 December 2021
Subsidiary
Undertakings
€000's
15,152
15,152
15,152
(14,709)
-
(14,709)
(313)
(15,022)
130
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
2022
100%
2021
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 2022 is appropriate.
In 2022 there is an impairment charge of €312,757 on the investments in subsidiaries held by the Company
(2021: €nil).
Page | 40
Ormonde Mining plc
Financial Assets – Company (continued)
The aggregate of the share capital and reserves as at 31 December 2022 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
Aggregate of
share capital
and reserves
€'000
(2,916)
(529)
(370)
(78)
130
Profit/
(loss)
€'000
(92)
(242)
(11)
0
0
2022
€000's
0
0
2021
€000's
2,000
2,000
This asset was sold in September 2022 (See Note 14 for details)
14.
Trade and Other Receivables
Amounts falling due within one year:
Other debtors
Prepayments and accrued income
Amounts falling due after one year:
Other debtors
Amounts owed by Group undertakings
Group
Group Company
2022
€000's
2021
€000's
2022
€000's
Company
(as regrouped)
2021
€000's
524
89
613
34
59
93
8
87
95
18
58
76
Group
Group
Company
2022
€000's
2021
€000's
2022
€000's
Company
(as regrouped)
2021
€000's
700
-
700
-
-
-
-
1,388
1,388
-
2,079
2,079
Ormonde Mining plc
In September 2022, the Company agreed the disposal of certain land and data assets associated with the La
Zarza Project, located in south-west Spain, for an amount of €2.3million, with €800,000 received on closing of
the transaction and a deferred consideration of €1.5 million remaining payable.
The deferred consideration will be received in 3 tranches of €500,000 each to be received on 30 September 2023
and subsequently on the following two anniversaries. In accordance with IFRS 9 these future cashflows are
required to be initially recorded at a “fair value” and subsequently measured at amortised costs by discounting
the cash flows using an effective interest rate. Accordingly, the debtor item of €1.5million relating to the La
Zarza receivable is recorded as an amount of €1.2million, with €500,000 classified under current assets and the
balance as a non-current receivable. The receivable is secured by a property mortgage in favour of the
Company.
There have been no impairment losses during the year in the Group accounts (2021: Nil). In the Company
accounts there is a net write off in the receivable from Group undertakings of €44,868 in the current year. The
Company amounts receivable under “amounts owed by Group undertakings” are dependent on the Group
undertakings receiving the money over the next 3 years from the disposal of the assets held for sale during the
year (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, are interest free and are dependent on
the group undertaking’s ability to repay these loans. As a result, these balances are classified in the Statement of
Financial Position as being non-current assets.
The ageing analysis of total receivables is as follows;
Up to 3 months
3 to 6 months
Over 6 months but not overdue
Total
Group
2022
€000's
113
0
1,200
1,313
Group
2021
€000's
93
0
0
93
Company
2022
€000's
95
0
1,388
Company
2021
€000's
76
0
2,079
1,483
2,155
As at 31 December 2022 (and at 31 December 2021) none of the trade receivables of the Group and Company
were overdue. No provisions have been made against the receivables as there has been no change in credit
quality and the amounts are considered fully recoverable.
15.
Cash and Cash Equivalents
Group
2022
€000's
Group
2021
€000's
Company
2022
€000's
Company
2021
€000's
Cash at bank
3,564
3,746
3,554
3,740
Page | 42
Ormonde Mining plc
16.
Trade and Other Payables
Current Liabilities
Trade creditors
Amounts owed to Group undertakings
Other taxes and social welfare costs
Accruals
Group
2022
€000's
13
-
33
92
138
Group Company
2022
2021
€000's
€000's
Company
2021
€000's
91
-
15
81
187
13
124
33
74
244
91
124
15
69
299
Trade creditors comprise amounts outstanding for on going costs in the normal course of business, and together
with accruals are the only financial liabilities measured at amortised cost. The average credit period taken for
trade purchases is a month (2021: 1 month). No interest is charged on the outstanding balance. The directors
consider that the carrying amount of trade and other payables is a reasonable approximation of their true value.
The Group's exposure to currency and liquidity risks related to trade and other payables is set out in Note 24.
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 have no fixed repayment terms and are interest free. As a result, these
balances are classified in the Statement of Financial Position as being current liabilities.
17.
Share capital - Group and Company
Authorised equity
950,000,000 Ordinary Shares of €0.01 each
Issued capital
Share capital
Share premium
Issued capital comprises:
472,507,482 Ordinary Shares of €0.01 each
31 Dec '22
€000's
31 Dec '21
€000's
1 Jan '21
€000's
9,500
9,500
9,500
9,500
6,500
6,500
4,725
29,932
4,725
29,932
4,725
29,932
34,657
34,657
34,657
4,725
4,725
4,725
4,725
4,725
4,725
The authorised share capital was increased by 300,000,000 ordinary shares of €0.01 each in September 2021
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
Ormonde Mining plc
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
€000’s
€000’s
€000’s
Balance as 1 January 2021
Shared based option expense
Release relating to expired share options
Balance at 31 December 2021
Balance at 1 January 2022
Balance at 31 December 2022
283
72
(74)
281
281
281
29
-
-
29
29
29
7
-
-
7
7
7
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) Capital Conversion reserve
The capital conversion reserve fund means the amount equivalent to the aggregate diminution in share
capital consequential upon renominalisation of share capital.
c) Capital Redemption reserve
A non-distributable reserve into which amounts are transferred following the redemption or purchase of
a company's own shares out of distributable profits or from the proceeds of a fresh issue of shares.
19.
Retained Losses
Deficit at beginning of year
Transfer from reserves
Share based reserve adjustment
Loss for the year
Group
2022
€000’s
(29,013)
-
-
(1,065)
Group
2021
€000’s
Company
2022
€000’s
Company
2021
€000’s
(27,469)
-
74
(1,618)
(28,935)
-
-
(1,116)
(27,399)
-
74
(1,610)
Deficit at end of year
(30,078)
(29,013)
(30,051)
(28,935)
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 €1.116 million (2021:
loss of €1.610 million) has been dealt with in the Statement of Comprehensive Income of the Group.
Page | 44
Ormonde Mining plc
20.
Share-Based Payments
Employee share option plan
The Group has an ownership-based compensation scheme for directors and employees of the Group. In
accordance with the provisions of the plan, as approved by shareholders at a previous general meeting,
directors and employees may be granted options to purchase ordinary shares. Each share option converts into
one ordinary share of Ormonde Mining plc on exercise. A nominal amount is payable by the recipient on
receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised
at any time from the date of vesting to the date of their expiry, subject to certain vesting conditions.
There were 9,150,000 options granted during 2021 at an exercise price of €0.011 each. Half of these share
options had vested in November 2021, with the remaining options vesting in November 2022. No options were
exercised during the year (2021: €nil) however, a number of options expired in 2021 consequent upon
Directors and executives leaving the Company – see note 6. In 2021 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 2022
31 Dec 2021
Number
of options
000's
Weighted
average
exercise
price
Balance at beginning of the financial year
Expired during the financial year
Granted during the year
Balance at end of the financial year
Exercisable at end of the financial year
20,650
-
-
20,650
20,650
€0.017
-
-
€0.017
€0.017
Number
of options
000's
27,200
(15,700)
9,150
20,650
15,075
Weighted
average
exercise
price
€0.016
€0.012
€0.011
€0.017
€0.019
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 2022 had a remaining average contractual life of 6.7 years.
Ormonde Mining plc
21. Related Party Transactions
Details of subsidiary undertakings are shown in Note 12. During the year, the Company lent the subsidiaries
€143,500. In addition OESL repaid €800,000 back to the Company. The balances due from and to the
subsidiaries, are interest free and are detailed in Note 14 and 16. The total balance owed at 31 December 2022
is €1,387,998. In the Company books there is a net impairment charge of €44,868 on the receivable from
Group undertakings in the year ending 31 December 2022, which consolidates out to €nil in the Group
accounts. In the Company there is a non current payable of €124,284 to Ormonde BV at 31 December 2022.
22. Capital Commitments
There is a work program commitment amounting to €977,000 to be carried out over a three year period once the
exploration licenses in Spain are renewed.
23. Events After the Reporting Date
Subsequent to the year end, the Group acquired a 20% equity interest in Peak Nickel Limited (“PNL”) for total
payments of £512,500. PNL is a private UK company which is advancing exploration on a potentially
significant battery metals project.
Further details on the above transaction are set out in the Chair’s Review at the start of the Annual Report.
Other than those noted above and disclosed in the financial statements, there were no further events after the
reporting date that requires disclosure.
24.
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 2022 and 2021, the Group and Company’s policy that no trading in derivatives
be undertaken.
The main risks arising from the Group and Company’s financial instruments are credit risk, liquidity risk,
interest rate risk and capital risk. Management reviews and agrees policies for managing each of these risks
which are summarised below.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Group.
The Group and Company’s financial assets comprise receivables and 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 and the
La Zarza receivable 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
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Ormonde Mining plc
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 2022 and 31 December 2021 were all
payable on demand, except the amount owed to group undertakings.
The expected maturity of the Group and Company’s financial assets (excluding prepayments) as at 31
December 2022 and 31 December 2021 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 2022 and 31 December 2021.
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 2022 and 31 December
2021. 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.
25. Reclassification of Comparative information
The prior year figures of amounts owed by group undertakings of €2,079,000 have been regrouped or
reclassified from being current assets in the prior year date to non-current assets in the current year to conform
to the current year's presentation as we do not expect these amounts to be realised in 12 months. Such
reclassifications do not affect the previously reported profit and net assets of the company.
Ormonde Mining plc
26. Approval of Financial Statements
The financial statements were approved by the Board on 27 June 2023.
Page | 48
Ormonde Mining plc
Directors and other information
Directors
Registered Office
Brian Timmons (Executive Director & Chairman)
Brendan McMorrow (Executive Director & CEO)
Keith O’Donnell (Non-Executive Director)
c/o CLA Evelyn Partners (Ireland) Limited
Paramount Court
Corrig Road
Sandyford Business Park
Dublin D18 R9C7
Secretary
Brendan McMorrow
Group Auditors
Business Address
Bankers
Solicitors
CLA Evelyn Partners (Ireland) Limited
Chartered Accountants and Statutory Audit Firm
Corrig Road, Sandyford Business Park,
Dublin 18
Bracetown Business Park
Clonee, Co. Meath
Ireland D15 YN2P
Allied Irish Bank plc
Market Square, Navan
Co. Meath
La Caixa
Centro de Empresas de Salamanca
C. Rector Lucena
1137002 Salamanca
Spain
OBH Partners
17 Pembroke Street
Dublin 2, Ireland
Lex Iusta
C/Hortaleza 81, 3 Izq.
28004 Madrid Spain
Ormonde Mining plc
Brokers
Registrars
Financial PR
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
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