262380 Tertiary Minerals Cover.qxp 14/12/2021 17:58 Page 1
Tertiary Minerals plc
Silk Point
Queens Avenue
Macclesfield
Cheshire
SK10 2BB
United Kingdom
Tel: +44 (0)1625 838679
Fax: +44 (0)1625 838559
www.tertiaryminerals.com
Perivan 262380
Company No. 03821411
Annual Report and Accounts
for the year ended 30 September 2021
262380 Tertiary Minerals Cover.qxp 14/12/2021 17:58 Page 2
Contents
Our Performance
Chairman’s Statement 3
Strategic Report
Organisation Overview 5
Financial Review and Performance 5
Operating Review 6
Risks & Uncertainties 12
Section 172 (1) Statement 14
Our Responsibilities
Directors’ Responsibilities 16
Directors’ Report 16
Board of Directors 19
Corporate Governance 20
Chairman’s Overview 20
Corporate Governance Statement 21
Audit Committee Report 23
Remuneration Committee Report 24
Nomination Committee Report 24
Our Financials
Independent Auditor’s Report to the Members of Tertiary Minerals plc 25
Consolidated Income Statement 29
Consolidated Statement of Comprehensive Income 29
Consolidated and Company Statements of Financial Position 30
Consolidated Statement of Changes in Equity 31
Company Statement of Changes in Equity 32
Consolidated and Company Statements of Cash Flows 33
Notes to the Financial Statements 34
Annual General Meeting
Notice of Annual General Meeting 51
Annual General Meeting - Explanatory Notes 52
Voting at the Annual General Meeting, Electronic Voting,
Proxy Notes and Instructions 54
Company Information IBC
Company Information
Tertiary Minerals plc (AIM – EPIC: TYM)
Company No. 03821411
Stock Code: TYM
Head Office
Silk Point
Queens Avenue
Macclesfield
Cheshire
SK10 2BB
United Kingdom
Tel: +44 (0)1625 838679
Fax: +44 (0)1625 838559
Auditor
Crowe U.K. LLP
3rd Floor
The Lexicon
Mount Street
Manchester
M2 5NT
United Kingdom
Nominated Adviser & Broker
SP Angel Corporate Finance LLP
Prince Frederick House
35-39 Maddox Street
London
W1S 2PP
United Kingdom
Registrars
Link Group
10th Floor, Central Square
29 Wellington Street
Leeds LS1 4DL
United Kingdom
Registered Office
Sunrise House
Hulley Road
Macclesfield
Cheshire
SK10 2LP
United Kingdom
Company website:
www.tertiaryminerals.com
Bankers
National Westminster Bank plc
2 Spring Gardens
Buxton
Derbyshire
SK17 6DJ
United Kingdom
Joint Broker
Peterhouse Capital Limited
3rd Floor
80 Cheapside
London
EC2V 6EE
United Kingdom
Solicitors
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
United Kingdom
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Tertiary Minerals plc Annual Report and Accounts 2021
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Chairman’s Statement
Stock Code: TYM
I am pleased to present the
Company’s Annual Report and
Financial Statements for the year
ended 30 September 2021, and
to be reporting on a series of
exciting exploration results in
Nevada and on our move into
Zambia where we have hit the
ground running with a number of
project acquisitions. Nevada was
ranked 1st in the world as a
mining jurisdiction by the Frazer
Institute Investment Attractiveness Index in 2020 and is the
4th highest global gold producing region, 2nd in the US for
silver production and a significant producer of copper and
industrial minerals.
Our strategic focus is now firmly on copper and precious
metals. Copper, because it is a key energy transition metal for
electric vehicles and green power infrastructure. Precious
metals, because precious metal projects attract premium
valuations, and we expect gold prices to respond positively to
inflationary pressures. Silver is also expected to benefit from
the energy transition due to high levels of consumption in
electronics.
We also see the silver price as more highly leveraged to
investor interest than the gold price and so are particularly
pleased with the latest results from our Pyramid Project in
Nevada, where recent trenching across a silver-gold soil
anomaly has intersected a network of high-grade silver-gold
veins at surface, within a wider zone of lower grade silver
mineralisation at the North Ruth Prospect. This vein system
extends over a strike length of at least 530m at surface and
presents an immediate drill target. Drill planning and
permitting is underway for the first quarter of 2022. Reported
trench intersections and follow up sampling highlight the
potential for both underground minable widths of high-grade
silver mineralisation as well as wider zones of lower grade
mineralisation potentially amenable to open-pit mining.
We are developing a copper exploration project in Nevada at
the Brunton Pass Project where a number of prospecting,
mapping and soil sampling programmes have identified
widespread copper mineralisation and targets for copper
skarn and epithermal gold mineralisation over a 1km x 0.6km
area. Trenching of this mineralisation is planned to define drill
targets.
In May this year, we announced a move into Zambia with the
formation of Luangwa Minerals Limited, now renamed
Tertiary Minerals (Zambia) Limited. Tertiary has local
experience, a well-established technical advisor and a local
representative in place, both of whom are shareholders in the
Zambian subsidiary.
Our primary targets are in the Zambian portion of the Central
African Copperbelt which hosts multiple world-class copper
deposits such as Sentinel, Lumwana, Konkola, Mufulira,
Mopani, Chambishi and others which together produced over
800,000 tonnes of copper in 2020.
The move into Zambia is well timed, coinciding with the
August election and the peaceful transition of power. His
Excellency, Hakainde Hichilema, the President of the
Republic of Zambia has stated that rebuilding the economy is
top on the government’s agenda and that bold and decisive
action is to be taken and policies implemented to address the
fiscal deficit, while ensuring that confidence is restored in the
markets. The new government is looking to the mining
industry as a major driver for economic recovery and
ambitious targets have been set, asking for copper production
to be increased to 2,000,000 tonnes per year by 2026.
Mining already accounts for 77% of exports and 28% of
government income. The promise of more business and
mining friendly fiscal policies, such as the reintroduction of
the tax-deductibility of mineral royalties, is already attracting
new investment from major mining houses. Tertiary’s view is
that the fiscal environment for mining and exploration will
improve and re-establish Zambia as a primary destination for
investors focused on copper.
In August this year, we made our first project acquisitions with
an option-joint venture agreement with local Zambian
company Mwashia Resources Ltd. This allows us to earn up
to a 90% joint venture interest in the Jacks Large Exploration
Licence where historical drilling included drill intersections
such as 24m grading 1.3% copper within an 18km long soil
anomaly over favourable folded mine-series Lower Roan
sediments. Follow up soil sampling and drilling is planned for
Spring 2022, as soon as the wet season is over.
Most recently we exercised our rights with Mwashia to take
options to joint venture four additional Large Exploration
Licences in different areas of Zambia on the same terms.
These additional projects also predominantly target the
mine-series Lower Roan stratigraphy. Our interests now cover
over 1,250 sq. km. and include Konkola West which lies
between the producing Konkola mine and areas that the
Company understands are being explored with local partners
by the Jeff Bezos and Bill Gates backed KoBold Metals.
Konkola West is also close to the large Lubambe copper mine
and Lubambe Extension which is thought to have potential to
host over 10 Mt of copper metal. The Mwashia licence
package also includes the Mukai Large Exploration Licence
immediately to the northwest of First Quantum’s Sentinel
copper and Enterprise nickel mines.
We have strengthened our Boardthis year and were pleased
to welcome Dr Mike Armitage in January as a new
non-executive director. Mike has extensive international
experience and a long career with the leading geological and
mining consultancy, SRK Consulting. This corrects an
imbalance on the Board that has persisted since the passing
of non-executive director David Whitehead.
Our management team was further boosted in September
with the appointment of Patrick Cullen as Managing Director.
I have been filling in for this role since Richard Clemmey left
last year and Patrick has now taken over management of the
exploration projects as well as the day-to-day activities of the
Company. He was most recently Managing Director of
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Chairman’s Statement (continued)
Arkle Resources plc and has worked extensively in Southern
Africa, and in Zambia in particular, and will be a valuable
addition to the team. We welcome him aboard.
There is no news to report on our Storuman Fluorspar Project
as we have had no response yet to our appeal against the
decision by the Swedish Mining Inspectorate to reject
Tertiary’s Exploitation (Mine) Permit in its current form having
previously granted this permit. Many projects in Sweden are
in the same unfortunate situation and there is no legislated
timeframe for a response.
The continuing COVID-19 pandemic has not materially
delayed our exploration during the year, although in Nevada,
staff absenteeism amongst our suppliers, together with a high
level of demand for services, has meant that turnaround
times at assay labs have been extended and drill rig
availability has reduced. This is likely to continue into 2022.
Our Annual General Meeting for the year ended 30 September
2021 will be held in London on 28 January 2022. The Notice of
AGM is set out on page 51. Further detailed instructions on
proxy voting are on pages 54 and 55. In order to protect the
health of our staff and shareholders certain COVID-19
protocols may be in place at the meeting. Please see the
notes on page 53. Whilst COVID infections remain at a high
level we ask shareholders consider to carefully if attendance
in person is strictly necessary and encourage shareholders to
appoint the Chairman as their proxy (online at
www.signalshares.com or by requesting and submitting a hard
copy Form of Proxy) rather than attend in person.
At the AGM we will also be proposing resolutions to elect
Dr Armitage and Mr Cullen who are required to offer
themselves for election at their first AGM following their
appointment to the Board. This represents half of our Board
members and so Mr McAlister will not be resigning and
offering himself for re-election this year as has become
customary on an annual basis. We will be proposing the usual
Ordinary Resolution to allow for the issue of shares and a
Special Resolution to allow for the issue of shares other than
by way of rights issue. We are mindful that a similar Special
Resolution failed to pass at the AGM held in January 2021,
passing instead at a subsequent General Meeting. It is
important that this Special Resolution is passed at the Annual
General Meeting as rights issues are impractical and too
expensive for small companies. The Company does not have
a sustaining cash flow and is currently reliant on raising funds
periodically from the market by share placings to fund its
exploration business and to continue as a going concern.
We are excited about the Company’s prospects and,
we believe, the Company is well positioned to increase
shareholder value in the months ahead. We anticipate a busy
start to exploration in 2022 and look forward to reporting
further results.
Patrick Cheetham
Executive Chairman
9 December 2021
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Strategic Report
Stock Code: TYM
Organisation Overview
Tertiary Minerals plc (ticker symbol ‘TYM’) is an AIM-traded
mineral exploration and development company exploring a
portfolio of projects in Nevada (USA) and Zambia, with legacy
interests in northern Europe.
Our strategic focus is to explore and develop energy transition
and precious metal projects in stable and democratic, mining-
friendly jurisdictions.
The Company’s current principal activities are the
identification and acquisition of prospective projects, and the
exploration and development of copper, gold and silver
resources in Nevada and in Zambia.
Our aim is to increase shareholder value through the
discovery and development of valuable mineral deposits while
optimising opportunity and minimising risk through
management of the Company’s jurisdictional, permitting,
technical, and commodity profile.
The Parent Company of the Group is Tertiary Minerals plc.
The Group’s projects in Nevada are held through a Nevada
registered subsidiary, Tertiary Minerals US Inc., in Zambia
through Zambian registered Company Tertiary Minerals
(Zambia) Limited, formerly Luangwa Minerals Limited, and in
Sweden though a Swedish branch of UK subsidiary Tertiary
Gold Limited. A fourth subsidiary, UK registered Tertiary
(Middle East) Limited, is inactive. The head office for all Group
companies is based in Macclesfield in the United Kingdom.
Company’s Business Model
For exploration projects, the Group prefers to acquire majority
or 100% ownership of mineral assets at minimal cost. This
involves either applying for exploration licences from the
relevant authority or negotiating rights with existing project
owners for initially low periodic payments that rise over time
as confidence in the project value increases.
The Group aims to maximise the funds spent on exploration
and development, our core value adding activities. The
Company currently has six employees including the Executive
Chairman and Managing Director who work with and oversee
carefully selected and experienced consultants and
contractors. The Board of Directors comprises two
independent Non-Executive Directors, the Managing Director
and the Executive Chairman. The profiles of the current
directors are provided on page 19.
Administration costs are shared through a Management
Services Agreement with Sunrise Resources plc (“Sunrise”),
whereby Sunrise pays a share of the cost of head office
overheads. As at 30 September 2021, Tertiary holds 0.59% of
the issued ordinary share capital of Sunrise.
The Company’s activities are financed by periodic capital
raisings, through share placings or share related financial
instruments. When projects become more advanced, or as
acquisition opportunities advance, the Board will seek to
secure additional funding from a range of various sources, for
example debt funding, pre-financing through off-take
agreements and joint venture partnerships.
Financial Review and
Performance
The Group is currently in the earlier stages of the typical
mining development cycle and so has no income other than
cost recovery from the management contract with Sunrise
Resources plc (“Sunrise”) and a small amount of bank
interest. Consequently, the Group is not expected to report
profits until it is able to profitably develop, dispose of, or
otherwise commercialise its exploration and development
projects.
The results for the Group are set out in detail on page 29.
The Group reports a loss of £406,963 for the year
(2020: £2,498,167) after administration costs of £486,171
(2020: £597,994) and after crediting interest receivable of
£54 (2020: £437). The loss includes impairment of the Pegleg
Project of £13,179, expensed pre-licence and
reconnaissance exploration costs of £72,725
(2020: £49,360). Administration costs include £12,754
(2020: £30,290) as non-cash costs for the value of certain
share warrants held by employees as required by IFRS 2.
Revenue includes £165,058 (2020: £175,750) from the
provision of management, administration and office services
provided to Sunrise, to the benefit of both companies through
efficient utilisation of services.
The financial statements show that, at 30 September 2021,
the Group had net current assets of £460,913 (2020:
£208,365). This represents the cash position after allowing for
receivables and trade and other payables. These amounts are
shown in the Consolidated and Company Statements of
Financial Position on page 30 and are also components of
the Net assets of the Group. Net assets also include various
“intangible” assets of the Company. As the term suggests,
these intangible assets are not cash assets but include this
year’s and previous years’ accrued expenditure on mineral
projects where that expenditure meets the criteria set out in
Note 1(d) (accounting policies) to the financial statements on
page 34. The intangible assets total £754,110 (2020:
£541,958) and the breakdown by project is shown in Note 2 to
the Financial Statements on page 38.
Expenditure which does not meet the criteria set out in Notes
1(d) and 1(n), such as pre-licence and reconnaissance costs,
are expensed and add to the Company’s loss. The loss
reported in any year can also include expenditure that was
carried forward in previous reporting periods as an intangible
asset but which the Board determines is “impaired” in the
reporting period.
The extent to which expenditure is carried forward as
intangible assets is a measure of the extent to which the
value of the Company’s expenditure is preserved.
The intangible asset value of a project does not equate to the
realisable or market value of a particular project which will, in
the Directors’ opinion, be at least equal in value and often
considerably higher. Hence the Company’s market
capitalisation on AIM can be in excess of or less than the net
asset value of the Group.
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Strategic Report (continued)
Details of intangible assets, property, plant and equipment
and investments are set out in Notes 8, 9 and 10 of the
financial statements.
The financial statements of a mineral exploration company
can provide a moment in time snapshot of the financial health
of a company but the Company’s financial statements do not
provide a reliable guide to the performance of the Company
or its Board and its long-term potential to create value.
Loans to Group undertakings:
A review of the recoverability of loans to subsidiary
undertakings, totalling £634,089 has been carried out. This
indicated potential credit losses arising in the year which have
been provided for as follows: Tertiary Gold Limited £27,881
and Tertiary (Middle East) Limited £1,208. The provisions
made reflect the differences between the loan carrying
amounts and the value of the underlying project assets.
Key Performance Indicators
The usual financial key performance indicators (“KPIs”) are
neither applicable nor appropriate to measurement of the
value creation of a company involved in mineral exploration
and which currently has no turnover other than cost recovery.
The directors consider that the detailed information in the
Operating Review is the best guide to the Group’s progress
and performance during the year.
The Company does seek to reduce overhead costs, where
practicable, and is reporting administration costs this financial
year of £486,171 (2020: £597,994).
Fundraising
During the year to 30 September 2021 the Company raised a
total of £463,750 before expenses, as shown in Note 14 to
the financial statements.
These funds were raised through:
(cid:129)
(cid:129)
a share placing on 26 January 2021 to clients of the
Company’s joint broker, Peterhouse Capital Limited, as
detailed in Note 14 of the financial statements on
page 45; and
a share issue on 8 February 2021 pursuant to the
exercise of warrants as detailed in Note 14 of the
financial statements on page 45.
The directors prepare annual budgets and cash flow
projections that extend beyond 12 months from the date of
this report. Given the Group’s cash position at the year-end
(£472,733), these projections include the proceeds of future
fundraising necessary within the next 12 months to meet the
Group’s overheads and planned discretionary project
expenditures and to maintain the Company and its
subsidiaries as going concerns.
Impairment
A biannual review is carried out by the directors to assess
whether there are any indications of impairment of the
Group’s assets.
Investments in Group undertakings:
The directors have reviewed the carrying value of the
Company’s investments in shares of subsidiary undertakings
totalling £225,383, by reference to estimated recoverable
amounts. In turn, this requires an assessment of the
recoverability of underlying exploration assets in those
subsidiaries in accordance with IFRS 6.
Operating Review
Nevada, USA
Pyramid Silver-Gold Project (100% owned by
Tertiary by lease agreement)
The Pyramid Project is located 25 miles northwest of Reno in
the Pyramid Mining District and is secured by a 20-year lease,
expiring on 22 May 2039, on 9 patented claims with options to
purchase (subject to underlying royalties) and 32 mining
claims staked to cover additional targets along strike. The
Company staked an additional 7 claims in the reporting period
bringing the total area of the Pyramid Project to 2.84 sq. km
(or 700.97 acres).
Geology, Mineralisation and Past Exploration
The Pyramid Mining District lies at the northwest end of the
Walker Lane mineral belt, a major northwest trending
structural deformation zone and a highly productive gold,
silver and copper producing region which is host to numerous
past and currently producing multi-million-ounce epithermal
gold deposits as well as porphyry copper and porphyry
molybdenum deposits.
In the main part of the Pyramid District, precious metals were
mined from 1866 on a small scale from three moderately to
steeply dipping, northwest-striking vein systems within Perry
Canyon. The only historical documented field exploration
within the area of the Company’s claims was carried out by
Battle Mountain Gold Mining (“Battle Mountain”) who leased
the project from our current lessors in the period 1988-89.
Tertiary has access to historical data collected by Battle
Mountain, including soil sampling results and assays from
reverse circulation drilling logs. Drill hole PYR 9 intersected
high-grade gold mineralisation and visible gold within a
sample thickness of 1.52m grading 17.8 g/t Au from 94.5m
downhole.
Company Exploration
In November 2021, the Company announced its intention to
drill test silver and gold mineralisation identified at the North
Ruth target which is situated at the northern end of
the property.
This follows a systematic exploration program beginning at
the end of 2020 and comprising multiple phases of soils and
rock chip sampling and two phases of trenching across the
property.
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Stock Code: TYM
Initially, the North Ruth mineralisation was confirmed by soils
sampling results announced in January 2021 where results of
gold and silver in soil results were reported as high as 1.6 g/t
gold and 207 g/t silver. Consistent anomalies were identified
for further mapping and follow up rock chip sampling.
In 1991 the area was mapped and sampled by the US Bureau
of Mines (“USBM”) during a study of the mines, prospects,
and mineral occurrences of that part of the Paradise Range
administered as Toiyabe National Forest, although the
prospect lies outside the boundaries of the National Forest.
In March 2021, eight rock chip samples from the North Ruth
anomaly assayed up to 314 g/t silver and 0.45 g/t gold (in
separate samples) and averaged 91 g/t silver and 0.26 g/t
gold. The highest value individual sample from this phase of
field work contained 6.29 g/t gold and 158 g/t silver from the
Western Line anomaly where seven samples averaged
1.49 g/t gold and 99 g/t silver.
Two phases of trenching were completed: a total length of
300m in phase 1 during May and a further 443m of trenching
in phase 2 during August. A wide zone of silver (-gold)
mineralisation was established in Trench 1 during phase 1
and an extension to Trench 1 was carried out as part of the
second phase and results announced in October revealed a
59m width grading 73 g/t silver in the trench. This wide zone
included 2.13m grading at 595 g/t silver and 0.66 g/t gold and
3.35m grading at 219 g/t silver and 0.25 g/t gold.
The mineralisation strikes northwest-southeast, is oxidised at
surface and is characterised by areas of brecciation and
strong silicification with resistant ‘ribs’ forming prominent
outcrops at surface and visible on high resolution drone
photogrammetric imagery gathered in January 2020. Further
mapping throughout November 2021 has focused on these
features. Additional grab and rock chip sampling along the
North Ruth Zone has indicated that these outcrops are
generally well mineralised. Assay results from a total of
37 samples provided 11 samples with concentrations greater
than 200 g/t silver, including 4 high grade samples of
1,286 g/t, 889 g/t, 522 g/t and 513 g/t. Significant gold
intersections were assayed in this same group of samples
including 11 samples grading higher than 0.6 g/t gold,
including 4 higher grade samples of 2.72 g/t, 1.67 g/t, 1.30 g/t
and 1.20 g/t.
Exploration to date indicates that the target zone at North
Ruth has a strike length at surface of at least 530m.
The latest data from the North Ruth Zone is being integrated
with the existing data to create a three-dimensional model
and aid the drill programme design. Drilling is planned for the
first quarter of 2022.
Brunton Pass Copper Project (100% owned by
Tertiary)
The Company has staked 24 new mining claims on the east
side of the Paradise Range, just north of State Highway
91, 190km southwest of Reno, Nevada.
Geology, Mineralisation and Past Exploration
Mercury was discovered in the claim area in 1945 and a small
amount of mercury was produced in 1948. The area south of
the mercury workings was drilled by Phillips Uranium Corp. in
1978 to test a reportedly large scintillometer anomaly but no
further records can be found.
The Project area is underlain by Triassic-age limestone,
sandstone, and siltstone which have been intruded by diorite
and quartz monzonite. The sedimentary rocks are strongly
altered locally and appear to be in fault contact with
Tertiary-age volcanic rock (rhyolite) on all sides. Prospector
small-scale workings are spread throughout a 1km x 0.6km
area within the sedimentary enclave. Most of the workings
are focused on shear zones and contact metasomatic (skarn)
zones containing garnet, epidote, calcite and copper minerals.
Zones of silicification are abundant.
The USBM collected a total of 14 samples from across the
prospect area and 8 of these contained values above
1% copper and up to 6.91% copper including a chip sample
over 12ft (3.66m) grading 1.36% copper. In addition to the
copper and mercury zones, the area contains anomalous
gallium, bismuth, tellurium, selenium, thallium and arsenic,
all elements considered to be precious metal “pathfinder”
elements.
Company Exploration
Prior to staking its claims the Company carried out a
reconnaissance of the southern half of the prospect to
confirm the USBM records of widespread copper
mineralisation. The claim encompasses copper mineralisation
spread over a 1km x 0.6km target area.
Of 10 grab and chip samples taken in the initial
reconnaissance, 5 samples contained over 1% copper
including an 2.44m (8ft) channel sample grading 4.66% copper.
Other samples were significantly anomalous including an
outcropping jasperoid containing 0.31% copper. The presence
of jasperoid rocks is indicative of intensive hydrothermal
activity and is associated with gold mineralisation across many
locations in Nevada.
A high-resolution drone-based aeromagnetic-photogrammetric
survey and soil sampling have been carried out across the
whole project area. In addition, a series of mapping and
sampling programmes have been undertaken. In total thirty-
nine rock samples were taken as chip and grab samples from
different small prospecting pits and submitted for gold fire
assay and multi-element analysis. Highlights include grab
samples BR-014, which returned 6.84% copper, and BR-016,
which contained 1.75 g/t gold and 2.37% copper.
In addition, a total of 485 soil samples were collected at 50m
spacing on lines 100m apart over the main targets and on a
100m by 100m offset grid over the remainder of the project
area. The samples were submitted to Paragon Geochemical
Laboratories, Reno for multi-element analysis. Several
copper-in-soil anomalies with individual grades of up to
953ppm copper are present within the project area. The
largest of these anomalies has dimensions of 340m x 310m
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Strategic Report (continued)
and they are mainly coincident with areas of rock samples
containing percent-level copper values.
Two large mercury-in-soil anomalies were also defined with
values up to 52 ppm mercury with the largest of these
extending over an area approximately 500m x 500m. This
anomaly encircles the copper soil anomalies in the northern
part of the project area and at its western part it is coincident
with a deep magnetic low, possibly reflecting magnetite
destructive mineral alteration.
The drone magnetic data was processed by Magnetic Vector
Inversion Modelling to produce a 3D magnetic model of the
survey area. A structural and geological interpretation of the
magnetic data was also conducted to define structures that
could be potential pathways for mineralisation and a
framework for further exploration.
Copper and mercury mineralisation at Brunton Pass is closely
associated with hornfels and skarn alteration of limestone.
The magnetic inversion model suggests that the sediments
may be underlain at shallow depth by a large intrusive body
that could be the source of the alteration and mineralisation.
Evidence for this underlying body is found in the surface
outcrops of quartz monzonite and diorite dykes. The
limestone “window” forms a magnetic low within Tertiary
volcanics and appears to be in fault contact with the volcanics.
The Company considers that an episode of intrusion related
skarn copper mineralisation at Brunton Pass has been
overprinted by a later episode of mercury mineralisation
which may represent the high levels of an epithermal system
prospective for gold and silver. The Company now intends to
conduct a preliminary trenching programme across the main
copper anomaly and carry out further investigation of the
potential for gold and silver mineralisation.
Zambia
Zambian Copper Prospects
The Company has incorporated a Zambian subsidiary,
Luangwa Minerals Limited, now renamed Tertiary Minerals
(Zambia) Limited (“Tertiary Zambia”). The subsidiary (96%
owned) was established to target copper exploration and
development opportunities in Zambia.
Tertiary Zambia has entered into an option agreement with
Mwashia Resources Ltd to acquire up to a 90% joint venture
interest in five exploration licences in Zambia considered
prospective for copper.
The principal terms of the initial agreement relate to the
Jacks Exploration Licence number 27069- HQ-LEL and are
as follows:
(cid:129) Mwashia will prepare an Environmental Project Brief
(“EPB”) for 27069-HQ-LEL (an approved EPB is a
pre-requisite for conducting exploration) and submit the
EPB to Zambian Environmental Management Agency
(“ZEMA”) for approval.
(cid:129)
(cid:129)
(cid:129)
(cid:129)
Tertiary Zambia pays US$1,500 towards the costs of
preparing the EPB and will pay US$10,000 to Mwashia
on approval of the EPB by ZEMA.
Tertiary Zambia may earn, and has the right to take up,
an initial 51% joint venture interest in 27069-HQ-LEL by
spending US$50,000 on exploration in the 12-month
period following approval of the EPB by ZEMA.
On taking up a 51% interest in 27069-HQ-LEL, Tertiary
Zambia and Mwashia will enter into a Joint Venture
Agreement (“JVA”) and on signing the JVA Tertiary
Zambia will pay US$30,000 to Mwashia.
Tertiary Zambia may earn a further 39% interest (total
90% interest) in the licence by spending a further
US$100,000 over 18 months from the date of signing the
JVA.
The agreement also provides an exclusive option to Tertiary
Zambia to enter into option agreements on the same terms as
set out above on four additional licences held by Mwashia, being
licence numbers 27065-HQ-LEL (“Lubuila”), 27066-HQ-LEL
(“Mukai”), 27067-HQ-LEL (“Konkola West”) and 27068-HQ-LEL
(“Mushima North”). Following a review of the mineral
prospectivity and strategic value of these licences, the Company
has exercised this exclusive option (as announced on
18 November 2021) and further agreements have been signed
incorporating the above terms for each additional licence.
Jacks (Option Agreement to acquire up to a 90%
joint venture interest)
Exploration Licence 27069-HQ-LEL covers 141.4 sq. km. and
is located 85km south of Luanshya in the Central African
Copperbelt. The licence is underlain by rocks of the Lower
Roan Group, the main copper mineralised rock sequence in
the Copperbelt.
Historical exploration records most notably include exploration
in the 1990s by Caledonia Mining Corporation which
conducted aeromagnetic surveys and geochemical sampling,
and reverse circulation and diamond drilling. Further soil
sampling and modelling of targets was carried out in the
2000’s by KPR/First Quantum establishing targets most of
which are yet to be drill-tested. Drilling at Jacks is planned for
the second quarter of 2022 following the end of the wet
season.
Mushima North (Option Agreement to acquire up
to a 90% joint venture interest)
Exploration Licence 27068-HQ-LEL covers 701.3 sq. km. and
is located 100km east of Manyinga. The past-producing
Kalengwa copper mine is situated approximately 20km west
of the licence and is believed to be one of the highest grade
copper deposits to be mined in Zambia.
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Stock Code: TYM
Konkola West (Option Agreement to acquire up
to a 90% joint venture interest)
Exploration Licence 27067-HQ-LEL covers 71.9 sq. km. and
is located 18km northwest of Chingola in the Central African
Copperbelt. The licence lies immediately west of the Konkola
Musoshi copper deposits which are under active exploitation
at the Konkola and Lubambe mining complexes.
East Slope Prospect
(cid:129)
(cid:129)
650m long zinc soil anomaly (100-250 ppm Zinc)
surrounding previously sampled outcrop of
zinc-silver-cobalt bearing skarn mineralisation,
including 175m long 250-500 ppm zinc soil anomaly.
Previous rock sample assays up to 20.9% zinc, 0.11%
cobalt and 198 ppm silver within the prospect.
Mukai (Option Agreement to acquire up to a 90%
joint venture interest)
Exploration Licence 27066-HQ-LEL covers 55.4 sq. km. and
is located 125km west of Solwezi in the Central African
Copperbelt. First Quantum Minerals’ Sentinel nickel deposit,
which is currently in development, and currently producing
Enterprise copper mine are located 8km south and 18km
southeast of the licence, respectively.
Lubuila (Option Agreement to acquire up to a
90% joint venture interest)
Exploration Licence 27065-HQ-LEL covers 334.8 sq. km. and
is located 90km west of Luanshya in the Central African
Copperbelt. The licence is partially underlain by the
prospective Lower Roan arenite and lies approximately 70km
southeast of the currently producing Chambishi Southeast
copper-cobalt mine.
Other Projects
Paymaster Polymetallic Project, Nevada USA
(100% owned by Tertiary)
The Paymaster Project is located approximately 30km
southwest of Tonopah in Nevada, USA, and is held by mining
claims covering an area of more than 390 acres.
Geology, Mineralisation and Past Exploration
The primary target at the Paymaster Project is a skarn hosted
zinc-silver deposit in Cambrian age limestone in contact with
shale and is located one mile south of the limestone contact
with the Cretaceous age Lone Mountain granite pluton. The
skarn mineralisation at Paymaster is exposed in a number of
prospector scale workings but has seen no systematic
company exploration until the Company initiated exploration
here in 2019.
Company Exploration
An initial soil sampling programme completed by the
Company in 2019 defined significantly elevated levels of
silver, copper, zinc, cobalt and lead within a strike length of
over 2,000 metres and work is now focused on two areas of
mineralisation:
Valley Prospect
(cid:129)
(cid:129)
New thick skarn zone observed in the field:
Approximately 350m long and up to 8m thick.
Rock sample taken from historic shaft spoil dump
assayed 7.5% zinc, 4.3% lead and 180 g/t silver.
In 2020 a detailed drone magnetic survey was carried out
alongside a drone photogrammetry for topographic control to
cover these two main prospects. In addition, an infill soil
sampling programme was competed to cover the East Slope
Prospect where previous wide spaced soil sampling defined a
coherent zinc anomaly over 500m long (+100ppm zinc) and
where samples from prospecting pits have assayed up to 21%
zinc.
Infill soil sampling was completed over East Slope Prospect
where 134 infill soil samples were collected on a 10m by 20m
grid and maximum values of 34.9 ppm silver (1.02 ounces
per ton) and 5.65% zinc (single sample) were returned (close
to high grade outcropping mineralisation). Zinc-silver soil
anomalies were defined over a 450m strike length, open to
the east. Magnetic Vector Inversion modelling has defined
magnetic anomalies associated with the East Slope and
Valley Prospects and provided additional targets.
Mt Tobin Silver Prospect, Nevada USA (100%
owned by Tertiary)
Mt Tobin is located 73km south of Winnemucca in north-
central Nevada. The Company’s mining claims cover a zone
of stratiform mineralisation in chert and silicified sediments
45-60m thick over a strike length of 1,200m. This is coincident
with a significant silver-lead-zinc soil anomaly reported by
previous explorer Queenstake Resources. In 2020 the
Company carried out field reconnaissance work and rock
samples returned silver values of up to 101 grammes/tonne
(g/t) silver (3.12 ounces/ton) over a 450m strike length
sampled to date. Mineralisation is open to the north and
south, structurally controlled and spatially related to dyke
intrusion.
Soil sampling results were announced in early 2021. Samples
were found to contain up to 15.7 parts per million (ppm) silver
(0.46 ounces/ton) and anomaly thresholds were defined at
0.5ppm and 1ppm (being above the 80th and 90th percentile
respectively). At a 0.5ppm silver contour level the silver-in-soil
anomaly extends over a strike length of 1,200m and contains
areas over the 1ppm contour up to 500m in length and with
widths between 40 and 150m. Gold values were anomalous
up to 128 parts per billion (ppb), but silver shows a higher
correlation with geochemical values of mercury, zinc,
antimony and lead.
A drone magnetic survey defined a low level but distinctive
magnetic anomaly with a sub-horizontal pipe shape extending
north from a larger magnetic body at the south end of the
survey grid. Mostly the magnetic anomaly does not outcrop
but lies between 20m and 100m below surface. The magnetic
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Strategic Report (continued)
anomaly shows a strong association parallel and immediately
west of the silver-in soil anomaly. In places it is coincident
with a weathered diabase body at surface, but it is not dyke-
like in form. The magnetic anomaly may be caused by
pyrrhotite associated with the silver mineralisation as the
silver bearing rock samples referred to above were veined
with stockworks of iron-oxides formed from oxidation of
sulphide minerals.
No further mapping and field evaluation was carried out in
2021, although drilling has been budgeted for 2022.
Lucky Copper Prospect Nevada USA (100%
owned by Tertiary)
The Lucky Copper Project was staked by the Company in
2020 and is located on the east side of the old Aurum mining
centre, 96km northeast of the major porphyry copper mining
town of Ely in north-east Nevada.
The project is targeting disseminated copper mineralisation
first identified during exploration carried out in the 1950s. In
2021, the Company drilled a vertical reverse circulation hole,
21TLRC001, to test this mineralisation, Samples were
collected at 5ft (1.52m) intervals down hole. The hole passed
through 6.1m of overburden and a mixed sequence of
sedimentary rocks down to the end of the hole at 108.20m.
Two magnetic gossan zones were intersected containing
low-grade copper (+/-gold) mineralisation: 4.57m grading
0.12% copper and 0.12 g/t gold from 15.24m down hole and
3.05m grading 0.40% copper from 33.53m down hole. Highly
anomalous copper (average 325ppm copper) over 24.38m
from 83.82m to the base of hole.
A nearby percussion hole drilled in 1951 was reported to have
intersected a 20.4m cumulative thickness of mineralisation
which assayed 0.65% copper to the bottom of the hole at
77.7m depth. That hole also ended in mineralisation.
A drone magnetic survey was completed in June 2021 and
magnetic vector inversion modelling was integrated with
reprocessed, open file gravity data. Interpretation is ongoing.
A programme of petrological work was completed to better
define the host rock lithologies and the geological setting of
this mineralisation and assist further exploration targeting.
Storuman Fluorspar Project, Sweden
The Company’s 100% owned Storuman Project is located in
north-central Sweden and is linked by the E12 highway to the
port city of Mo-i-Rana in Norway and by road and rail to the
port of Umeå on the Gulf of Bothnia.
JORC Compliant Mineral Resource
Classification Million Tonnes (Mt) Fluorspar (CaF2 %)
Indicated 25.0 10.28
Inferred 2.7 9.57
Total 27.7 10.21
Exploitation (Mine) Permit
No work was carried out in 2021 and the Company continues
to wait for feedback from the Swedish Government in
response to its appeal against the decision by the Swedish
Mining Inspectorate to reject Tertiary’s Exploitation (Mine)
Permit in its current form.
The appeal was lodged on 3 May 2019 and still no timeline for
a response has been given by the Swedish Government.
Expenditure on the Storuman Project has been fully impaired.
Lassedalen Fluorspar Project, Norway
The Company terminated its interest in the Lassedalen
Fluorspar project during the year.
Royalty Interests
Kaaresselkä and Kiekerömaa Gold Projects,
Finland
The Company retains a royalty interest in the Kaaresselkä
and Kiekerömaa gold projects which were sold in 2016 to
TSX-V listed Aurion Resources Ltd (“Aurion”). These projects
are located in the Central Lapland Greenstone Belt of the
Fennoscandian Shield where there are a number of existing
gold mines and a number of potential new mine
developments.
Since acquiring the Kaaresselkä Project, Aurion’s work on the
project has included re-logging of all drill holes, oriented core
measurements, a detailed ground magnetic survey, whole
rock geochemistry, GIS compilation and integration of
historical data into 3D modelling software. This work has
allowed for a reinterpretation of the geology and a better
understanding of the property’s potential. The main host
lithology is strongly altered and sheared mafic volcanics,
which is a classic setting for major orogenic gold deposits.
Drilling results from 2020 were described by Aurion as
encouraging and include drill intercepts of 1.52g/t Au over
2.85m (KS20001 from 306.50m down hole) and 1.85g/t Au
over 5.40m (KS20002 from 199.00m down hole). The drilling
has extended the gold mineralised zone to ~200m depth and
to ~600m strike length at Vanha target.
The royalty interest in both projects consists of (i) pre-
production royalty on definition of a NI 43-101 (or equivalent)
Code compliant Minerals Resource Estimate on either project,
with US$1.00, US$2.00, US$3.00 payable per ounce gold in the
Inferred, Indicated or Measured Mineral Resource categories
respectively; and (ii) a Net Smelter Returns Royalty (NSR) of
2% on all future gold production from either property (Aurion
can purchase 50% of the NSR from Tertiary for
USD$1,000,000 at any time prior to commencement of
commercial production on either project.
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Stock Code: TYM
The Kiekerömaa claims were novated by Aurion to
Aurion/B2Gold joint venture company during the reporting
period. The joint venture company has assumed the liability to
pay Aurion’s royalty obligation. Notably, as announced on
18 October 2021, B2Gold moved to 70% ownership of this
joint venture company by exercising their option to acquire an
additional 19%.
Health and Safety
The Group has maintained strict compliance with its Health
and Safety Policy and is pleased to report there have been no
lost time accidents during the year.
The Company is pleased to report that, to date, there have
been no cases of Coronavirus amongst its staff.
Environment
No Group company has had or been notified of any instance
of non-compliance with environmental legislation in any of
the countries in which they work.
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Strategic Report (continued)
Risks & Uncertainties
The Board regularly reviews the risks to which the Group is exposed and ensures through its meetings and regular reporting
that these risks are minimised as far as possible.
The principal risks and uncertainties facing the Group at this stage in its development and in the foreseeable future are detailed
below together with risk mitigation strategies employed by the Board.
RISK MITIGATION STRATEGIES
Exploration Risk
The Group’s business is mineral exploration and evaluation
which are speculative activities. There is no certainty that
the Group will be successful in the definition of economic
mineral deposits, or that it will proceed to the development
of any of its projects or otherwise realise their value.
Resource/Reserve Risk
All mineral projects have risk associated with defined grade
and continuity. Mineral Resources and Reserves are always
subject to uncertainties in the underlying assumptions which
include the quality of the underlying data, geological
interpretations, technical assumptions and price forecasts.
Development Risk
Delays in permitting, or changes in permit legislation and/or
regulation, financing and commissioning a project may
result in delays to the Group meeting production targets or
even the Company ultimately not receiving the required
permits and in extreme cases loss of title.
Commodity Risk
Changes in commodity prices can affect the economic
viability of mining projects and affect decisions on
continuing exploration activity.
Mining and Processing Technical Risk
The directors bring many years of combined mining and
exploration experience and an established track record in
mineral discovery.
The Company mainly targets advanced and drill ready
exploration projects in order to avoid higher risk grass roots
exploration.
Mineral Resources and Reserves are estimated by
independent specialists on behalf of the Group and
reported in accordance with accepted industry standards
and codes. The directors are realistic in the use of mineral
price forecasts and impose rigorous practices in the QA/QC
programmes that support its independent estimates.
In order to reduce development risk in future, the directors
will ensure that its permit application processes and
financing applications are robust and thorough.
The Company consistently reviews commodity prices and
trends for its key projects throughout the development cycle.
Notwithstanding the completion of metallurgical testwork,
test mining and pilot studies indicating the technical viability
of a mining operation, variations in mineralogy, mineral
continuity, ground stability, groundwater conditions and
other geological conditions may still render a mining and
processing operation economically or technically non-viable.
From the earliest stages of exploration the directors look to
use consultants and contractors who are leaders in their
field and in future will seek to strengthen the executive
management and the Board with additional technical and
financial skills as the Company transitions from exploration
to production.
Environmental and Social Governance (ESG) Risk
Exploration and development of a project can be adversely
affected by environmental and social legislation and the
unforeseen results of environmental and social impact
studies carried out during evaluation of a project. Once a
project is in production unforeseen events can give rise to
environmental liabilities.
The Company has adopted an Environmental Policy and
avoids the acquisition of projects where liability for legacy
environmental issues might fall upon the Company. The
Environmental Policy will be updated in future to account for
planned mining activities.
Mineral exploration carries a lower level of environmental
and social liability than mining.
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Stock Code: TYM
RISK MITIGATION STRATEGIES
Political Risk
All countries carry political risk that can lead to interruption
of activity. Politically stable countries can have enhanced
environmental and social permitting risks, risks of strikes
and changes to taxation, whereas less developed countries
can have, in addition, risks associated with changes to the
legal framework, civil unrest and government expropriation
of assets.
Partner Risk
Whilst there has been no past evidence of this, the Group
can be adversely affected if joint venture partners are
unable or unwilling to perform their obligations or fund their
share of future developments.
The Company’s strategy currently restricts its activities to
stable, democratic and mining-friendly jurisdictions.
The Company has adopted a strong Anti-corruption Policy
and a Code of Conduct and these are strictly enforced.
The Company currently maintains control of certain key
projects so that it can control the pace of exploration and
reduce partner risk.
For projects where other parties are responsible for critical
payments and expenditures the Company’s agreements
legislate that such payments and expenditures are met.
Financing & Liquidity Risk
Liquidity risk is the risk that the Company will not be able to
raise working capital for its ongoing activities.
The Group’s goal is to finance its exploration and evaluation
activities from future cash flows, but until that point is
reached the Company is reliant on raising working capital
from equity markets or from industry sources. There is no
certainty such funds will be available when needed.
The Company maintains a good network of contacts in the
capital markets which has historically met its financing
requirements.
The Company’s low overheads and cost-effective
exploration strategies help reduce its funding requirements.
Nevertheless, further equity issues will be required over the
next 12 months.
Financial Instruments
Details of risks associated with the Group’s Financial
Instruments are given in Note 19 to the financial statements
on page 48.
The directors are responsible for the Group’s systems of
internal financial control. Although no systems of internal
financial control can provide absolute assurance against
material misstatement or loss, the Group’s systems are
designed to provide reasonable assurance that problems
are identified on a timely basis and dealt with appropriately.
In carrying out their responsibilities, the directors have put in
place a framework of controls to ensure as far as possible
that ongoing financial performance is monitored in a timely
manner, that corrective action is taken and that risk is
identified as early as practically possible, and they have
reviewed the effectiveness of internal financial control.
The Board, subject to delegated authority, reviews capital
investment, property sales and purchases, additional
borrowing facilities, guarantees and insurance
arrangements.
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Strategic Report (continued)
COVID-19
The Company has applied all government guidelines in its
day-to-day operations and administration. The restrictions on
international travel have impacted the ability of the Company
to travel to the US. Fortunately, this has not caused any
material delays or setbacks in the exploration of the Group’s
projects in the US or the advancement of corporate
objectives. Management and staff have carried out their
duties diligently and efficiently in the circumstances of the
“work-from-home” rules and social distancing. Travel
restrictions to the US were lifted on 8 November 2021.
There have been no cases of Coronavirus amongst the
Company’s staff.
Forward-Looking Statements
This Annual Report may contain certain statements and
expressions of belief, expectation or opinion which are
forward-looking statements, and which relate, inter alia, to the
Company’s proposed strategy, plans and objectives or to the
expectations or intentions of the Company’s directors. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the control
of the Company that could cause the actual performance or
achievements of the Company to be materially different from
such forward-looking statements.
Section 172 (1) Statement
Section 172 of the Companies Act 2006 requires a director of
a company to act in the way he or she considers, in good
faith, would be most likely to promote the success of the
Company for the benefit of its members as a whole. This
requires a director to have regard, among other matters, to:
the likely consequences of any decision in the long term; the
interests of the Company’s employees; the need to foster the
Company’s business relationships with suppliers, clients, joint
arrangement partners and others; the impact of the
Company’s operations on the community and the
environment; the desirability of the Company maintaining a
reputation for high standards of business conduct; and the
need to act fairly with members of the Company.
The Company’s directors give careful consideration to these
factors in discharging their duties. The stakeholders we
consider are our shareholders, employees, suppliers
(including consultants and contractors), our joint arrangement
partners, the regulatory bodies that we engage with and those
that live in the societies and geographical areas in which we
operate. The directors recognise that building strong,
responsible and sustainable relationships with our
stakeholders will help us to deliver our strategy in line with our
long-term objectives.
Having regard to:
The likely consequences of any decision in the long-term:
The Company’s Aims and Business Model are set out at the
head of this Strategic Report on page 5 and in the
Chairman’s Statement on page 3. The Company’s mineral
exploration and development business is, by its very nature,
long-term and so the decisions of the Board always consider
the likely long-term consequences and take into
consideration, for example, trends in metal and minerals
supply and demand, the long-term political stability of the
countries in which the Company operate and the potential
impact of its decisions on its stakeholders and the
environment. The Board’s approach to general strategy and
long-term risk management are set out in the Corporate
Governance Statement (Principle 1) on page 21 and the
section on Risks and Uncertainties on page 12.
The interests of the Company’s employees:
All of the Company’s employees have daily access to the
executive directors and to the non-executive directors and
there is a continuous and transparent dialogue on all
employment matters. Further details on the Board’s
employment policies, health and safety policy and employee
engagement are given in the Corporate Governance
Statement (Principle 8) on page 22.
The need to foster the Company’s business relationships
with its stakeholders:
The sustainability of the Company’s business long-term is
dependent on maintaining strong relationships with its
stakeholders. The factors governing the Company’s decision
making and the details of stakeholder engagement are set
out in the Corporate Governance Statement (Principles 2, 3, 8
and 10) starting on page 21.
Having regard to the impact of the Company’s operations
on the community and the environment:
The Company requires a “social licence” to operate
sustainably in the mining industry and so the Board makes
careful consideration of any potential impacts of its activities
on the local community and the environment. The Board
strives to maintain good relations with the local communities
in which it operates and with local businesses. The executive
directors meet with regulators and community representatives
when promulgating the Company’s plans for exploration and
development and take their comments into consideration
wherever possible. Further discussion of these activities can
be found in the Operating Review starting on page 6 and in the
Corporate Governance Statement (Principle 3) on page 21.
The desirability of the Company maintaining a reputation
for high standards of business contact:
The Board recognises that its reputation is key to its long-term
success and depends on maintaining high standards of
corporate governance. It has adopted the QCA Code of
Corporate Governance and sets out in detail how it has
complied with the 10 key principles of the QCA Code in the
Corporate Governance Statement starting on page 21. This
contains details of various Company policies designed to
maintain high standards of business conduct such as the
Share Dealing Policy, Health and Safety Policy and
Anti-Bribery Policy and Code of Conduct.
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Stock Code: TYM
The need to act fairly between Members of the Company:
The Board ensures that it takes decisions in the interests of
the members (shareholders) as a whole and aims to keep
shareholders fully informed of significant developments,
ensuring that all shareholders receive Company news at the
same time. The directors devote time to answering genuine
shareholder queries and ensure that no individual or group of
shareholders is given preferential treatment. Further
information is provided in the Corporate Governance
Statement (Principles 2 and 10) on pages 21 and 23.
This Strategic Report was approved by the Board on
9 December 2021 and signed on its behalf.
Patrick Cheetham
Executive Chairman
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Our Responsibilities
Directors’ Responsibilities
Directors’ Report
The directors are responsible for preparing the Strategic
Report, the Directors’ Report and the financial statements in
accordance with applicable law and regulations.
The directors are pleased to submit their Annual Report and
audited financial statements for the year ended 30 September
2021.
Company law requires the directors to prepare financial
statements for a company for each financial year. Under that
law the directors have elected to prepare the Group and
Company financial statements in accordance with applicable
law and International Accounting Standards in conformity with
the Companies Act 2006. Under company law the directors
must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Group and Company and of the profit or loss of
the Group for that period. The directors are also required to
prepare financial statements in accordance with the AIM
Rules of the London Stock Exchange for companies trading
securities on the AIM market.
In preparing these financial statements, the directors are
required to:
(cid:129)
select suitable accounting policies and then apply them
consistently;
(cid:129) make judgements and accounting estimates that are
reasonable and prudent;
(cid:129)
(cid:129)
(cid:129)
state whether they have been prepared in accordance
with applicable law and International Accounting
Standards in conformity with the Companies Act 2006;
subject to any material departures disclosed and
explained in the financial statements; and
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company and the Group will continue in business.
The directors are responsible for keeping adequate
accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
comply with the requirements of the Companies Act 2006.
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.
They are further responsible for ensuring that the Strategic
Report and the Directors’ Report and other information
included in the Annual Report and financial statements are
prepared in accordance with applicable law in the United
Kingdom.
Website Publication
The maintenance and integrity of the Tertiary Minerals plc
website is the responsibility of the directors. Legislation in the
United Kingdom governing the preparation and dissemination
of the accounts and the other information included in annual
reports may differ from legislation in other jurisdictions.
The Strategic Report starting on page 5 contains details of
the principal activities of the Company and includes the
Operating Review which provides detailed information on the
development of the Group’s business during the year and
indications of likely future developments.
Going Concern
In common with many exploration companies, the Company
raises finance for its exploration and appraisal activities
through share placings. Further funding is raised as and when
required. When any of the Group’s projects move to the
development stage, specific project financing will be required.
The directors prepare annual budgets and cash flow
projections that extend beyond 12 months from the date of
this report. Given the Group’s cash position at the year-end
(£472,733), these projections include the proceeds of future
fundraising necessary within the next 12 months to meet the
Company’s and Group’s overheads and planned discretionary
project expenditures and to maintain the Company and Group
as going concerns. Although the Company has been
successful in raising finance in the past, there is no assurance
that it will obtain adequate finance in the future. This
represents a material uncertainty related to events or
conditions which may cast significant doubt on the Group and
Company’s ability to continue as going concerns and,
therefore, that they may be unable to realise their assets and
discharge their liabilities in the normal course of business.
However, the directors have a reasonable expectation that
they will secure additional funding when required to continue
meeting corporate overheads and exploration costs for the
foreseeable future and therefore believe that the going
concern basis is appropriate for the preparation of the
financial statements.
Dividend
The directors do not recommend the payment of a dividend.
Financial Instruments & Other Risks
Details of the Group’s financial instruments and risk
management objectives and of the Group’s exposure to risk
associated with its financial instruments is given in Note 19 to
the financial statements.
The business of mineral exploration and evaluation has
inherent risks. Details of risks and uncertainties that affect the
Group’s business are given in Risks and Uncertainties which
are set out on pages 12 to 13.
16
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Stock Code: TYM
Directors
The directors holding office during the year were:
Mr P L Cheetham
Mr P B Cullen (Appointed 14 September 2021)
Mr D A R McAlister
Dr M G Armitage (Appointed 28 January 2021)
Attendance at Board and Committee Meetings
The Board retains control of the Group with day-to-day operational control delegated to the Executive Chairman. The full Board
meets four times a year and on any other occasions it considers necessary.
Board Nomination Audit Remuneration
Meetings Committee Committee Committee
Director Attended Held Attended Held Attended Held Attended Held
P L Cheetham 17 3 2 1
P B Cullen* –
–
–
–
1
17
D A R McAlister 17 3 2 1
2
3
Dr M Armitage** 11 1 1 1
*Appointed 14 September 2021 and so not eligible to attend any meetings during the reporting period
** Appointed 28 January 2021 and so only eligible to attend 11 meetings
The directors’ shareholdings are shown in Note 17 to the financial statements.
Shareholders
As at the date of this report the following interests of 3% or more in the issued share capital of the Company appeared in the
share register:
Number % of share
As at 9 December 2021 of shares capital
JIM Nominees Limited JARVIS 139,255,490 11.77
Interactive Investor Services Nominees Limited SMKTISAS 125,561,008 10.61
Hargreaves Lansdown (Nominees) Limited 15942 98,466,905 8.32
Hargreaves Lansdown (Nominees) Limited HLNOM 72,702,424 6.14
Barclays Direct Investing Nominees Limited CLIENT1 71,283,832 6.02
Interactive Investor Services Nominees Limited SMKNOMS 65,378,710 5.53
Aurora Nominees Limited 2288700 51,686,187 4.37
Hargreaves Lansdown (Nominees) Limited VRA 51,400,510 4.34
Vidacos Nominees Limited IGUKCLT 45,840,570 3.87
HSDL Nominees Limited 40,879,510 3.45
Disclosure of Audit Information
Each of the directors has confirmed that so far as they are aware, there is no relevant audit information of which the Company’s
Auditor is unaware, and that they have taken all the steps that they ought to have taken as a director in order to make
themselves aware of any relevant audit information and to establish that the Company’s Auditor is aware of that information.
Auditor
A resolution to re-appoint Crowe U.K. LLP as Auditor of the Company and the Group will be proposed at the forthcoming
Annual General Meeting.
Charitable and Political Donations
During the year, the Group made no charitable or political donations.
www.tertiaryminerals.com
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Our Responsibilities (continued)
Annual General Meeting
Notice of the Company’s Annual General Meeting, convened
for Friday, 28 January 2022 at 10.00 a.m., is set out on
page 51 of this report. Explanatory Notes giving further
information about the proposed resolutions are set out on
page 52.
Conflicts of Interest
The Companies Act 2006 permits directors of public
companies to authorise directors’ conflicts and potential
conflicts, where appropriate, where the Articles of Association
contain a provision to this effect. The Company’s Articles
contain such a provision.
At 30 September 2021, Tertiary Minerals plc held 0.59% of
the issued share capital of Sunrise Resources plc and the
Chairman of Tertiary Minerals plc is also Chairman of
Sunrise Resources plc. Tertiary Minerals plc also provides
management services to Sunrise Resources plc, in the
search, evaluation and acquisition of new projects.
Procedures are in place in order to avoid any conflict of
interest between the Company and Sunrise Resources plc.
Approved by the Board on 9 December 2021 and signed on
its behalf.
Patrick Cullen
Managing Director
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Stock Code: TYM
Board of Directors
The directors and officers of the Company during the financial
year were:
Patrick Cheetham (61)
Chairman
Key Strengths and Experience
(cid:129)
Geologist.
(cid:129)
(cid:129)
(cid:129)
39 years’ experience in mineral exploration.
34 years’ experience in public company management.
Founder of the Company, Dragon Mining Ltd, Archaean
Gold NL and Sunrise Resources plc.
External Appointments
Chairman and founder of Sunrise Resources plc.
Patrick Cullen (50) (Appointed 14 September 2021)
Managing Director
Key Strengths and Experience
(cid:129) MBA, BSc (Hons.) Geology and experienced mineral
exploration executive.
(cid:129)
(cid:129)
25 years’ experience in mining and mineral exploration.
Strong technical background in geology, geophysics and
mining.
External Appointments
None.
Dr Michael Armitage (59)
Non-Executive Director**
Key Strengths and Experience
(cid:129)
30 years’ experience producing resource estimates,
competent persons reports and feasibility studies with
SRK Consulting.
(cid:129)
(cid:129)
Previously Managing Director and Chairman of the SRK
UK, Director of SRK’s Exploration Services, and SRK
Group Chairman.
Chair of the Applied Earth Science Division of IMMM,
Chair of the Geological Society Business Forum and
Honorary Chair of the Critical Minerals Association.
External Appointments
Executive Director of Sarn Helen Gold Limited. Executive
Director SRK Exploration Services Ltd. Director of TREO
Minerals Ltd.
** Currently Chair of the Remuneration Committee
Donald McAlister (62)
Non-Executive Director*
Key Strengths and Experience
(cid:129)
Accountant.
(cid:129)
(cid:129)
(cid:129)
Previously Finance Director at Mwana Africa plc, Ridge
Mining plc, Reunion Mining and Moxico Resources plc.
26 years’ experience in all financial aspects of the
resource industry, including metal hedging, tax planning,
economic modelling/evaluation, project finance and IPOs.
Founding director of the Company.
External Appointments
Financial Director of ZincOx Resources plc.
* Currently Chair of the Audit Committee.
Rod Venables – City Group PLC
Company Secretary
Key Strengths and Experience
(cid:129)
Qualified company/commercial solicitor.
(cid:129)
(cid:129)
Director and Head of Company Secretarial Services at
City Group PLC.
Experienced in both Corporate Finance and Corporate
Broking.
External Appointments
Company Secretary for Sunrise Resources plc and other
corporate clients of City Group PLC.
www.tertiaryminerals.com
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Our Responsibilities (continued)
Corporate Governance
Chairman’s Overview
There is no prescribed corporate governance code for AIM
companies and London Stock Exchange prefers to give
companies the flexibility to choose from a range of codes
which suit their specific stage of development, sector and
size.
The Board considers the corporate governance code
published by the Quoted Companies Alliance the most
suitable code for the Company. Accordingly, the Company has
adopted the principles set out in the QCA Corporate
Governance Code (the “QCA Code”) and applies these
principles wherever possible, and where appropriate to its size
and available resources.
The Company’s Corporate Governance Statement was
reviewed and amended by the Board on 9 December 2021.
The Company has set out on its website and in its Corporate
Governance Statement, set out on page 21 to 23, the ten
principles of the QCA Code and details of the Company’s
compliance.
Patrick Cheetham, in his capacity as Chairman, has overall
responsibility for the corporate governance of the Company
and the Board is responsible for delivering on our well-defined
business strategy having due regard for the associated risks
and opportunities. The Company’s corporate governance
arrangements now in place are designed to deliver a
corporate culture that understands and meets shareholder
and stakeholder needs and expectations whilst delivering
long-term value for shareholders.
The Board recognises that its principal activity, mineral
exploration and development, has potential to impact on the
local environment and consequently has adopted an
Environmental Policy to ensure that the Group’s activities
have minimal environmental impact. Where appropriate the
Group’s contracts with suppliers and contractors legally bind
those suppliers and contractors to do the same. The Group’s
activities, carried out in accordance with the Environmental
Policy, have had only minimal environmental impact at present
and this policy is regularly reviewed. Where appropriate, all
work is carried out after advance consultation with affected
parties.
The Board recognises the benefits that social media
engagement can have in helping the Company reach out to
shareholders and other stakeholders, but it also recognises
that misuse or abuse of social media can bring the Company
into disrepute. To facilitate the responsible use of social
media the Company has adopted a Social Media Policy
applicable to all officers and employees of the Company.
The Board has also adopted a Share Dealing Code for
dealings in shares of the Company by directors and
employees and an Anti-corruption Policy and Code of
Conduct applicable to employees, suppliers and contractors.
The Group recognises that the goodwill of its contractors,
consultants and suppliers is important to its business success
and seeks to build and maintain this goodwill through fair
dealings. The Group has a prompt payment policy and seeks
to settle all agreed liabilities within the terms agreed with
suppliers. The amount shown in the Consolidated and
Company Statements of Financial Position in respect of trade
payables at the end of the financial year represents 14 days
of average daily purchases (2020: 5 days). This amount is
calculated by dividing the creditor balance at the year-end by
the average daily Group spend in the year.
The Board recognises it has a responsibility to provide
strategic leadership and direction in the development of the
Group’s health and safety strategy in order to protect all of its
employees and other stakeholders. The Company has
developed a Health and Safety Policy to clearly define roles
and responsibilities and in order to identify and manage risk.
Your Board currently comprises four directors of which two
are non-executive and considered by the Board to be
independent of management. We believe that this balance
provides an appropriate level of independent oversight. The
Board has the ability to seek independent advice although
none was deemed necessary in the year under review. The
Board is aware of the need to refresh its membership from
time to time and to match its skill set to those required for the
development of its mineral interests and will consider
appointing additional independent non-executive directors in
the future.
Patrick Cheetham
Executive Chairman
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Stock Code: TYM
Corporate Governance
Statement
The QCA Code sets out ten principles which should be
applied. The principles are listed below with an explanation of
how the Company applies each principle and/or the reasons
for any aspect of non-compliance.
Principle One: Establish a strategy and business model
which promotes long-term value for shareholders.
The Company has a clearly defined strategy and business
model that has been adopted by the Board and is set out in
the Strategic Report starting on page 5. Details of the
challenges to the execution of the Company’s strategy and
business model and how those will be addressed can be
found in Risks and Uncertainties in the Strategic Report set
out on pages 12 to 13.
Principle Two: Seek to understand and meet shareholder
needs and expectations.
The Board is committed to maintaining good communication
with its shareholders and investors. The Chairman and
members of the Board from time to time meet with
shareholders and investors directly or through arrangements
with the Company’s brokers to understand their investment
requirements and expectations and to address their enquiries
and concerns.
All shareholders are normally encouraged to attend the
Company’s Annual General Meetings where they can meet
and directly communicate with the Board. After the close of
business at the Annual General Meeting, the Chairman
makes an up-to-date corporate presentation and opens the
floor to questions from shareholders.
Shareholders are also welcome to contact the Company via
email at info@tertiaryminerals.com with any specific queries.
The Company also provides regulatory, financial and business
news updates through the Regulatory News Service (RNS)
and various media channels such as Twitter. Shareholders
also have access to information through the Company’s
website, www.tertiaryminerals.com, which is updated on a
regular basis and which includes the latest corporate
presentation on the Group. Contact details are also provided
on the website.
Principle Three: Take into account wider stakeholder and
social responsibilities and their implications for long-
term success.
The Board takes regular account of the significance of social,
environmental and ethical matters affecting the business of
the Group. At this stage in the Group’s development, the
Board has not adopted a specific written policy on Corporate
Social Responsibility as it has a limited pool of stakeholders
other than its shareholders. Rather, the Board seeks to protect
the interests of the Group’s stakeholders through individual
policies and through ethical and transparent actions. The
Company engages positively with local communities,
regulatory authorities, suppliers and other stakeholders in its
project locations and encourages feedback through this
engagement. Through this process the Company identifies
the key resources and fosters the relationships on which the
business relies.
Principle Four: Embed effective risk management,
considering both opportunities and threats, throughout
the organisation.
The Board regularly reviews the risks to which the Group is
exposed and ensures through its meetings and regular
reporting that these risks are minimised as far as possible
whilst recognising that its business opportunities carry an
inherently high level of risk. The principal risks and
uncertainties facing the Group at this stage in its development
and in the foreseeable future are detailed in Risks and
Uncertainties in the Strategic Report set out on pages 12 to 13,
together with risk mitigation strategies employed by the Board.
Principle Five: Maintain the board as a well-functioning,
balanced team led by the chair.
The Board’s role is to agree the Group’s long-term direction
and strategy and monitor achievement of its business
objectives. The Board meets formally four times a year for
these purposes and holds additional meetings when
necessary to transact other business. The Board receives
regular and timely reports for consideration on all significant
strategic, operational and financial matters. Relevant
information for consideration by the Board is circulated in
advance of its meetings.
The Board met seventeen times during the year to consider
such matters. Further details are provided in the Directors’
Report on page 17. The Board is supported by the Audit,
Remuneration and Nomination Committees, details of which,
together with attendance records, can also be found on
page 17.
The Board currently consists of the Executive Chairman
(Patrick Cheetham), Managing Director (Patrick Cullen) and
two non-executive directors (Donald McAlister and Dr Mike
Armitage). The Board considers that the Board structure is
acceptable having regard to the fact that it is not yet revenue-
earning.
The non-executive directors have committed the time
necessary to fulfil their roles during the year. The attendance
record of the directors at Board and Board Committee
meetings are detailed in the Directors’ Report on page 17.
The current non-executive directors are considered
independent of management and free from any business or
other relationship which could materially interfere with the
exercise of their independent judgement. Despite serving as
a non-executive director for more than nine years, Donald
McAlister is considered independent of management and free
from any business or other relationship which could materially
interfere with the exercise of his independent judgement. In
compliance with good practice, Mr McAlister would normally
seek annual re-election rather than every third year as per the
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Our Responsibilities (continued)
Articles of Association. However, as two other Board
members are up for election this year Mr McAlister will not be
retiring and offering himself for re-election.
Principle Six: Ensure that between them the directors
have the necessary up-to-date experience, skills and
capabilities.
The Board considers the current balance of sector, financial
and public market skills and experience of its directors are
relevant to the Company’s business and are appropriate for
the current size and stage of development of the Company
and the Board considers that it has the skills and experience
necessary to execute the Company’s strategy and business
plan and discharge its duties effectively.
The directors maintain their skills through membership of
various professional bodies, attendance at mining
conferences and through their various external appointments.
Details of the current Board of Directors’ biographies are set
out on page 19.
All Directors have access to the advice and services of the
Company Secretary who is responsible for ensuring that
Board procedures and applicable rules and regulations are
observed. All directors are able to take independent
professional advice, if required, in relation to their duties and
at the Company’s expense.
Principle Seven: Evaluate Board performance based on
clear and relevant objectives, seeking continuous
improvement.
The ultimate measure of the effectiveness of the Board is the
Company’s progress against the long-term strategy and aims
of the business. This progress is reviewed in Board meetings
held at least four times a year. The executive directors’
performance is regularly reviewed by the rest of the Board.
The Nomination Committee, currently consisting of the
executive directors and the two non-executive directors,
meets at least once a year to lead the formal process of
rigorous and transparent procedures for Board appointments.
During its meetings the Nomination Committee reviews the
structure, size and composition of the Board; succession
planning; leadership; key strategic and commercial issues;
conflicts of interest; time required from non-executive
directors to execute their duties effectively; overall
effectiveness of the Board and its own terms of reference.
A new non-executive director, Dr Mike Armitage, was
appointed in January 2021. Mr Patrick Cullen was appointed
as Managing Director in September 2021.
Under the Articles of Association, new directors appointed to
the Board must stand for election at the first Annual General
Meeting of the Company following their appointment. Under
the Articles of Association, existing directors retire by rotation
and may offer themselves for re-election.
Principle Eight: Promote a corporate culture that is based
on ethical values and behaviours.
The Board recognises and strives to promote a corporate
culture based on strong ethical and moral values.
The Group will give full and fair consideration to applications
for employment received regardless of age, gender, colour,
ethnicity, disability, nationality, religious beliefs, transgender
status or sexual orientation. The Board takes account of
Tertiary’s employees’ interests when making decisions, and
suggestions from those employees aimed at improving the
Group’s performance are welcomed.
The corporate culture of the Company is promoted to
Tertiary’s employees, suppliers and contractors and is
underpinned by the implementation and regular review,
enforcement and documentation of various policies: Health
and Safety Policy; Environmental Policy; Share Dealing
Policy; Anti-Corruption Policy & Code of Conduct; Privacy and
Cookies Policy and Social Media Policy. These procedures
enable the Board to determine that ethical values are
recognised and respected.
The Board recognises that its principal activity, mineral
exploration and development, has potential to impact on local
environments and consequently has adopted an
Environmental Policy to ensure that, wherever they take place,
the Group’s activities have minimal environmental impact.
Where appropriate the Group’s contracts with suppliers and
contractors legally bind those suppliers and contractors to do
the same. The Group’s activities carried out in accordance
with the Environmental Policy have had only minimal
environmental impact and this policy is regularly reviewed.
Where appropriate, all work is carried out after advance
consultation with affected parties.
Principle Nine: Maintain governance structures and
processes that are fit for purpose and support good
decision-making by the Board.
The Board has overall responsibility for all aspects of the
business. The Chairman is responsible for overseeing the
running of the Board, ensuring that no individual or group
dominates the Board’s decision-making, and that the
non-executive directors are properly briefed on all operational
and financial matters. The Chairman has overall responsibility
for corporate governance matters in the Group and chairs the
Nomination Committee. The Managing Director has the
responsibility for implementing the strategy of the Board and
managing the day-to-day business activities of the Group.
The Company Secretary is responsible for ensuring that
Board procedures are followed, and applicable rules and
regulations are complied with. Key operational and financial
decisions are reserved for the Board through quarterly project
reviews, annual budgets, and quarterly budget and cash-flow
forecasts and on an ad hoc basis where required.
22
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Stock Code: TYM
d) maintain the integrity of the Group’s administrative,
operating and accounting controls and internal control
principles.
e)
ensure proper accounting policies are adhered to by the
Group.
The Committee has unlimited access to the external auditors,
to senior management of the Group and to any external party
deemed necessary for the proper discharge of its duties. The
Committee may consult independent experts where it
considers necessary to perform it duties.
The Audit Committee reviews the financial controls of the
Company on a regular basis and is satisfied that the Group’s
financial controls and reporting procedures are robust and
sufficient to ordinarily prevent fraud and ensure that senior
management, the Committee and the Board are fully aware of
the Company’s financial position at all times.
The Audit Committee met twice in the last financial year,
on 11 December 2020 and 26 May 2021.
The Committee reviewed the carrying values of the Group
projects and the Group inter-company loans and carried out
impairment reviews. The project carrying values are assessed
against the IFRS 6 criteria set out in Note 1(n) on page 36.
Loans to Group undertakings are assessed for impairment
under IFRS 9.
As a result of the year-end review, it was judged that the
Pegleg Project expenditure should be fully impaired but none
of the Group’s inter-company loans should be impaired.
Further details are provided on pages 36 and 37.
2. Going Concern
The Committee also considered the Going Concern basis on
which the accounts have been prepared (see Note 1(b) on
page 34. The directors are satisfied that the Going Concern
basis is appropriate for the preparation of the financial
statements.
Donald McAlister
Chair - Audit Committee
The two non-executive directors are responsible for bringing
independent and objective judgment to Board decisions. The
Board has established Audit, Remuneration and Nomination
Committees with formally delegated duties and
responsibilities. Donald McAlister currently chairs the Audit
Committee, Dr. Mike Armitage chairs the Remuneration
Committee and Patrick Cheetham chairs the Nomination
Committee.
This Corporate Governance statement will be reviewed at
least annually to ensure that the Company’s corporate
governance framework evolves in line with the Company’s
strategy and business plan.
Principle Ten: Communicate how the Company is
governed and is performing by maintaining a dialogue
with shareholders and other relevant stakeholders.
The Company regularly communicates with, and encourages
feedback from, its shareholders who are its key stakeholder
group. The Company’s website is regularly updated and
users, including all stakeholders, can register to be alerted via
email when material announcements are made. The
Company’s contact details are on the website should
stakeholders wish to make enquiries of management.
The Group’s financial reports for at least the past five years
can be found here: www.tertiaryminerals.com/investor-
media/financial-reports and contains past Notices of Annual
General Meetings.
The results of voting on all resolutions in general meetings
are posted to the Company’s website, including any actions to
be taken as a result of resolutions for which votes against
have been received from at least 20 per cent of independent
votes.
Audit Committee Report
The Audit Committee is a sub-committee of the Board,
comprised of the independent non-executive directors and
assists the Board in meeting responsibilities in respect of
external financial reporting and internal controls. The Audit
Committee also keeps under review the scope and results of
the audit. It also considers the cost-effectiveness,
independence and objectivity of the auditors taking account of
any non-audit services provided by them. Donald McAlister is
Chair of the Audit Committee.
The specific objectives of the Committee are to:
a) maintain adequate quality and effective scope of the
external audit of the Group including its branches where
applicable and review the independence and objectivity of
the auditors.
b)
c)
ensure that the Board of Directors has adequate
knowledge of issues discussed with external auditors.
ensure the financial information and reports issued by the
Company to AIM, shareholders and other recipients are
accurate and contain proper disclosure at all times.
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Our Responsibilities (continued)
Remuneration Committee
Report
The Remuneration Committee is a sub-committee of the
Board and comprises the two non-executive directors. Dr Mike
Armitage is Chairman of the Remuneration Committee,
having been appointed on 28 January 2021.
The primary objective of the Committee is to review the
performance of the executive directors and review the basis
of their service agreements and make recommendations to
the Board regarding the scale and structure of their
remuneration.
The Remuneration Committee met once only in the financial
year under review, on 28 June 2021, to discuss the
medium-term incentive scheme to be put in place for the
Executive Chairman, Patrick Cheetham, who had been
managing Tertiary Minerals plc, since the departure of
Mr Richard Clemmey, former Managing Director, in
June 2020.
Dr Mike Armitage
Chair - Remuneration Committee
Nomination Committee
Report
The Nomination Committee comprises the Executive
Chairman, Managing Director and the two non-executive
directors. Patrick Cheetham is Chair of the Nomination
Committee.
The Nomination Committee meets at least once per year to
lead the formal process of rigorous and transparent
procedures for Board appointments and to make
recommendations to the Board in accordance with best
practice and other applicable rules and regulations, insofar as
they are appropriate to the Group at this stage in its
development.
The Committee is required to:
(a) Review the structure, size and composition of the Board
and make recommendations to the Board with regard to
any changes.
(b) Give full consideration to succession planning for
directors and other senior executives in the course of its
work, taking into account the challenges and
opportunities facing the Company, and the skills and
expertise needed on the Board in the future.
(c) Keep under review the leadership needs of the
organisation to compete effectively in the marketplace.
(d) Review annually the time required from non-executive
directors.
(e) Arrange periodic reviews of its own performance and, at
least annually, review its constitution and terms of
reference to ensure it is operating at maximum
effectiveness and recommend any changes it considers
necessary to the Board for approval.
The Committee carries out its duties for the Parent Company,
major subsidiary undertakings and the Group as a whole and
met three times during the period under review:
(cid:129)
(cid:129)
(cid:129)
on 15 December 2020, to consider and recommend to
the Board the appointment of Dr Mike Armitage as an
independent non-executive director;
on 19 February 2021, to consider and recommend the
appointment of Dr Mike Armitage to the Board of Tertiary
Gold Limited, and also his appointment to the Nomination
and Audit Committees, and as Chairman of the
Remuneration Committee; and
on 13 September 2021, to consider and recommend to
the Board the appointment of Mr Patrick Cullen to the
position of Managing Director.
The Committee is satisfied that the current Board has a depth
of experience and level and range of skills appropriate to the
Company at this stage in its development. It is however
recognised that the Company is likely to need additional
expertise as it moves forward into commercial production and
so the composition of the Board will be kept under careful
review to ensure that the Board can deliver long-term growth
in shareholder value.
Patrick Cheetham
Chair - Nomination Committee
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Independent Auditor’s Report
to the Members of Tertiary Minerals plc for the year ended 30 September 2021
Stock Code: TYM
Opinion
We have audited the financial statements of Tertiary Minerals
plc (the “Parent Company”) and its subsidiaries (the “Group”)
for the year ended 30 September 2021, which comprise:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
(cid:129)
the Group income statement and statement of
comprehensive income for the year ended 30 September
2021;
the Group and Parent Company statements of financial
position as at 30 September 2021;
the Group and Parent Company statements of cash
flows for the year then ended;
the Group and Parent Company statements of changes
in equity for the year then ended; and
the notes to the financial statements, including a
summary of significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the Group and Parent Company financial
statements is applicable law and International Accounting
Standards in conformity with the Companies Act 2006.
In our opinion:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
the financial statements give a true and fair view of the
state of the Group’s and of the Parent Company’s affairs
as at 30 September 2021 and of the Group’s loss for the
period then ended;
the Group financial statements have been properly
prepared in accordance with applicable law and
International Accounting Standards in conformity with the
Companies Act 2006;
the Parent Company financial statements have been
properly prepared in accordance with applicable law and
International Accounting Standards in conformity with the
Companies Act 2006; and
the financial statements have been prepared in
accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) 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 in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Material uncertainty relating to going
concern
We draw attention to Note 1(b) in the financial statements,
which indicates that the Group’s future projections of positive
monthly net cashflows for the foreseeable future, rely upon
cash inflows from successful fundraising at a certain point in
time within the next 12 months. The Group is reliant upon this
fundraising in order to adequately finance overheads, meet its
liabilities as they fall due and maintain planned discretionary
project expenditure necessary to realise the value inherent in
exploration projects. Therefore as stated in Note 1(b), these
events and conditions indicate that a material uncertainty
exists that may cast significant doubt on the ability of the
Group (and Company) to continue as a going concern. In
considering the longer term financial outlook of the Group,
the continued viability of the most significant exploration and
evaluation assets as set out in Note 1(n) is critical to this
assessment. The risks and audit responses are detailed in the
Key Audit Matters below. Our opinion is not modified in
respect of these matters.
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, but
there is a material uncertainty in relation to this matter. Our
evaluation of the Directors’ assessment of the Group’s ability
to continue to adopt the going concern basis of accounting
included;
Consideration based on historical experience of the accuracy
of forecasting in previous periods by management; review of
forecast expenditure, consideration of management
assumptions and the probability of achieving forecast
expenditure; assessment of the key uncertainties and the
impact upon our reporting.
The key observation from our assessment was the reliance of
the Group upon successful raising of finance to fund
projected expenditure and continue as a going concern for the
foreseeable future. This represents a material uncertainty.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept
of materiality. An item is considered material if it could
reasonably be expected to change the economic decisions of
a user of the financial statements. We used the concept of
materiality to both focus our testing and to evaluate the impact
of misstatements identified.
Based on our professional judgement, we determined overall
materiality for the Group financial statements to be £27,000,
based on 2% of the Group’s total assets. For the Company’s
financial statements materiality of £24,000 was determined
based on the Company gross assets.
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Independent Auditor’s Report (continued)
We use a different level of materiality (‘performance
materiality’) to determine the extent of our testing for the audit
of the financial statements. Performance materiality was set
at £19,000 for the Group and £17,000 for the Company.
We agreed with the Audit and Risk Committee to report to it
all identified errors in excess of £1,350 based on 5% of
Group materiality. Errors below that threshold would also be
reported to it if, in our opinion as auditor, disclosure was
required on qualitative grounds.
Overview of the scope of our audit
The Group and its subsidiaries are accounted for from one
central operating location, the Group’s registered office. Our
audit was conducted from the main operating location and all
group companies were within the scope of our audit testing.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These
matters included those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion
on these matters.
We determined that going concern should be considered a
key audit matter and this is described above in the section
Material uncertainty relating to going concern.
The other key matters and responses are summarised below.
This is not a complete list of all risks identified by our audit.
KEY AUDIT MATTER HOW THE SCOPE OF OUR AUDIT ADDRESSED THE
KEY AUDIT MATTER
Potential impairment of capitalised exploration and
evaluation costs and royalty assets.
The group has intangible assets, comprising
Exploration and evaluation project costs, the most
significant of which are the US projects within Tertiary
Minerals US Inc. and,
Royalty assets relating to projects in Finland within Tertiary
Gold Limited.
The directors are required to ensure that only costs which
meet the IFRS criteria of an asset are capitalised within
deferred exploration expenditure.
The directors are required to assess whether there are any
indicators of impairment of these assets. Any assessment
of value in use requires that accumulated costs be
assessed against the likelihood that such costs will be
recoverable against future exploitation or sale. This requires
management to use their sector experience, apply their
specialist expertise and form a conclusive judgement as
whether or not, on the balance of evidence, further
exploration is justified to determine if an economically
viable mining operation can be established in future.
In respect of all material intangible assets our audit work
included, but was not restricted to:
(cid:129)
(cid:129)
(cid:129)
(cid:129)
Substantive testing of expenditure capitalised in the
year to ensure that it was permitted under accounting
standards;
Reviewing progress on exploration and evaluation
activities at each of the licence areas to assess
whether there was evidence which would indicate a
potential impairment trigger;
Reviewing approved budget forecasts and minutes of
board meetings to confirm the intention to continue
exploration work on the licences; and
Review and challenge of the directors’ assessment of
whether there are any indicators of impairment and
discussion of any key judgemental areas.
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Stock Code: TYM
KEY AUDIT MATTER HOW THE SCOPE OF OUR AUDIT ADDRESSED THE
KEY AUDIT MATTER
Potential impairment of investments in subsidiaries and
recoverability of loans to subsidiaries in the Company
financial statements.
The carrying values of investments in and recoverability of
loans to subsidiaries, Tertiary Gold Limited and Tertiary
Minerals US Inc., are dependent upon the future cash flows
associated with the recovery of the exploration and
evaluation assets held by the subsidiaries.
In the event of impairment in the underlying exploration and
evaluation assets, there is a potential impact upon the
realisation of investments and recoverability of loans in the
accounts of Tertiary Minerals plc (the Company) and this
assessment would also be required by the directors.
In conjunction with our work associated with the potential
impairment of the exploration and evaluation assets held
within subsidiaries, critical review of the directors’
assessment of potential impairment of investments in
subsidiaries and recoverability of loans to subsidiaries in
the accounts of Tertiary Minerals plc (the Company).
Our audit procedures in relation to these matters were
designed in the context of our audit opinion as a whole. They
were not designed to enable us to express an opinion on
these matters individually and we express no such opinion.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the
annual report, other than the financial statements and our
auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except
to the extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon.
(cid:129)
the directors’ report and strategic report have been
prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by
exception
In light of the knowledge and understanding of the Group and
the Parent Company and their environment obtained in the
course of the audit, we have not identified material
misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if,
in our opinion:
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.
(cid:129)
(cid:129)
(cid:129)
(cid:129)
adequate accounting records have not been kept by the
Parent Company, or returns adequate for our audit have
not been received from branches not visited by us; or
the Parent Company financial statements are not in
agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified
by law are not made; or
we have not received all the information and explanations
we require for our audit.
We have nothing to report in this regard.
Opinion on other matter prescribed by the
Companies Act 2006
In our opinion based on the work undertaken in the course of
our audit
(cid:129)
the information given in the strategic report and the
directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
Responsibilities of the directors for the financial
statements
As explained more fully in the directors’ responsibilities
statement set out on page 16, 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.
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Independent Auditor’s Report (continued)
In preparing the financial statements, the Directors are
responsible for assessing the Group’s and Parent Company’s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either
intend to liquidate the Group or the Parent Company or to
cease operations, or have no realistic alternative but to do so
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The
extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We identified and assessed the risks of material
misstatement of the financial statements from irregularities,
whether due to fraud or error and discussed these between
audit team members. We then designed and performed audit
procedures in response to those risks, including obtaining
audit evidence sufficient and appropriate to provide a basis for
our opinion.
We obtained an understanding of the legal and regulatory
frameworks within which the company operates, focusing on
those laws and regulations which have a direct effect on the
determination of material amounts and disclosures in the
financial statements. The laws and regulations we considered
in this context were the Companies Act 2006.
We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud, to be
the override of controls by management. Our audit
procedures to respond to these risks included enquiries of
management about their own identification and assessment of
the risks of irregularities, sample testing on the posting of
journal entries and reviewing accounting estimates for
evidence of management bias.
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some
material misstatements in the financial statements, even
though we have properly planned and performed our audit in
accordance with auditing standards. We are not responsible
for preventing non-compliance and cannot be expected to
detect non-compliance with all laws and regulations.
A further description of our responsibilities for the audit of the
financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so
that we might state to the company’s members those matters
we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the
company and the company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Ian Weekes (Senior Statutory Auditor)
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
Manchester, United Kingdom
9 December 2021
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Consolidated Income Statement
for the year ended 30 September 2021
Stock Code: TYM
2021 2020
Notes £ £
Revenue 2,17 165,058 175,750
Administration costs (486,171) (597,994)
Pre-licence exploration costs (72,725) (49,360)
Impairment of deferred exploration asset 8 (13,179) (2,027,000)
Operating loss (407,017) (2,498,604)
Interest receivable 54 437
Loss before income tax 3 (406,963) (2,498,167)
Income tax 7 — —
Loss for the year attributable to equity holders of the parent (406,963) (2,498,167)
Loss per share — basic and diluted (pence) 6 (0.038) (0.38)
All amounts relate to continuing activities.
Consolidated Statement of Comprehensive
Income
for the year ended 30 September 2021
2021 2020
£ £
Loss for the year (406,963) (2,498,167)
Items that could be reclassified subsequently to the income statement:
Foreign exchange translation differences on foreign currency net investments in subsidiaries (1,758) (94,278)
(1,758) (94,278)
Items that will not be reclassified to the income statement:
Changes in the fair value of other investments (5,489) 23,263
(5,489) 23,263
Total comprehensive income/(loss) for the year attributable to
equity holders of the parent (414,210) (2,569,182)
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Consolidated and Company Statements of
Financial Position
at 30 September 2021
Company Number 03821411
Group Company Group Company
2021 2021 2020 2020
Notes £ £ £ £
Non-current assets
Intangible assets 8 754,110 — 541,958 —
Property, plant & equipment 9 3,953 3,953 3,369 3,369
Investment in subsidiaries 10 — 839,108 — 541,958
Other investments 10 50,496 50,496 55,985 55,985
808,559 893,557 601,312 601,312
Current assets
Receivables 11 81,024 52,522 71,695 52,634
Cash and cash equivalents 12 472,733 456,126 622,859 587,139
553,757 508,648 694,554 639,773
Current liabilities
Trade and other payables 13 (76,850) (52,185) (66,189) (37,038)
Reclamation liability 21 (15,994) — — —
Share subscription loan 20 — — (420,000) (420,000)
(92,844) (52,185) (486,189) (457,038)
Net current assets 460,913 456,463 208,365 182,735
Net assets 1,269,472 1,350,020 809,677 784,047
Equity
Called up Ordinary Shares 14 118,332 118,332 83,164 83,164
Share premium account 11,567,055 11,567,055 10,740,972 10,740,972
Capital redemption reserve 14 2,644,061 2,644,061 2,644,061 2,644,061
Merger reserve 131,096 131,096 131,096 131,096
Share option reserve 14 80,048 80,048 71,897 71,897
Fair value reserve 9,330 9,330 14,819 14,819
Foreign currency reserve 14 323,716 — 325,474 —
Accumulated losses (13,604,166) (13,199,902) (13,201,806) (12,901,962)
Equity attributable to the owners of the parent 1,269,472 1,350,020 809,677 784,047
The Company reported a loss for the year ended 30 September 2021 of £302,543 (2020: £2,349,976).
These financial statements were approved and authorised for issue by the Board on 9 December 2021 and were signed on its
behalf.
P B Cullen D A R McAlister
Managing Director Director
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Consolidated Statement of Changes in Equity
Stock Code: TYM
Capital
Ordinary Share redemp- Share Fair Foreign Accumu-
share Deferred premium tion Merger option value currency lated
capital shares account reserve reserve reserve reserve reserve losses Total
Group £ £ £ £ £ £ £ £ £ £
At 30 September 2019 44,307 2,644,062 10,008,687 — 131,096 67,468 (8,444) 419,752 (10,729,500) 2,577,428
Loss for the period — — — — — — — — (2,498,167) (2,498,167)
Change in fair value — — — — — — 23,263 — — 23,263
Exchange differences — — — — — — — (94,278) — (94,278)
Total comprehensive loss
for the year — — — — — — 23,263 (94,278) (2,498,167) (2,569,182)
Share issue 38,857 — 732,284 — — — — — — 771,141
Cancellation of
deferred shares — (2,644,062) 1 2,644,061 — — — — — —
Share based
payments expense — — — — — 30,290 — — — 30,290
Transfer of expired warrants — — — — — (25,861) — — 25,861 —
At 30 September 2020 83,164 — 10,740,972 2,644,061 131,096 71,897 14,819 325,474 (13,201,806) 809,677
Loss for the period — — — — — — — — (406,963) (406,963)
Change in fair value — — — — — — (5,489) — — (5,489)
Exchange differences — — — — — — — (1,758) — (1,758)
Total comprehensive loss
for the year — — — — — — (5,489) (1,758) (406,963) (414,210)
Share issue 35,168 — 826,083 — — — — — — 861,251
Share based
payments expense — — — — — 12,754 — — — 12,754
Transfer of expired warrants — — — — — (4,603) — — 4,603 —
At 30 September 2021 118,332 — 11,567,055 2,644,061 131,096 80,048 9,330 323,716 (13,604,166) 1,269,472
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Company Statement of Changes in Equity
Ordinary Share Capital Share Fair Accumu-
share Deferred premium redemption Merger option value lated
capital shares account reserve reserve reserve reserve losses Total
Company £ £ £ £ £ £ £ £ £
At 30 September 2019 44,307 2,644,062 10,008,687 — 131,096 67,468 (8,444) (10,577,847) 2,309,329
Loss for the period — — — — — — — (2,349,976) (2,349,976)
Change in fair value — — — — — — 23,263 — 23,263
Total comprehensive loss
for the year — — — — — — 23,263 (2,349,976) (2,326,713)
Share issue 38,857 — 732,284 — — — — — 771,141
Cancellation of
deferred shares — (2,644,062) 1 2,644,061 — — — — —
Share based
payments expense — — — — — 30,290 — — 30,290
Transfer of expired warrants — — — — — (25,861) — 25,861 —
At 30 September 2020 83,164 — 10,740,972 2,644,061 131,096 71,897 14,819 (12,901,962) 784,047
Loss for the period — — — — — — — (302,543) (302,543)
Change in fair value — — — — — — (5,489) — (5,489)
Total comprehensive loss
for the year — — — — — — (5,489) (302,543) (308,032)
Share issue 35,168 — 826,083 — — — — — 861,251
Share based
payments expense — — — — — 12,754 — — 12,754
Transfer of expired warrants — — — — — (4,603) — 4,603 —
At 30 September 2021 118,332 — 11,567,055 2,644,061 131,096 80,048 9,330 (13,199,902) 1,350,020
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Stock Code: TYM
Consolidated and Company Statements of
Cash Flows
for the year ended 30 September 2021
Group Company Group Company
2021 2021 2020 2020
Notes £ £ £ £
Operating activity
Operating (loss)/profit (407,017) (316,374) (2,498,604) (2,381,116)
Depreciation charge 9 1,691 1,691 1,850 1,850
Shares issued in lieu of net wages — — 4,090 4,090
Share based payment charge 12,754 12,754 30,290 30,290
Impairment charge – deferred
exploration asset 8 13,179 — 2,027,000 —
Increase/(decrease) in provision for
impairment of loans to subsidiaries 10 — 29,090 — 1,958,667
Reclamation liability 8 (15,994) — — —
(Increase)/decrease in receivables 11 (9,328) 112 (30,127) (33,287)
Increase/(decrease) in payables 13 32,936 (14,004) (4,497) 7,321
Net cash outflow from operating activity (355,785) (286,731) (469,998) (412,185)
Investing activity
Interest received 54 32,983 437 41,140
Exploration and development expenditures 8 (235,051) — (200,071) —
Disposal of other investments 10 — — 57,053 57,053
Purchase of property, plant & equipment 9 (2,276) (2,276) (1,037) (1,037)
Additional loans to subsidiaries 10 — (326,240) — (304,328)
Net cash outflow from investing activity (237,276) (295,533) (143,618) (207,172)
Financing activity
Issue of share capital (net of expenses) 861,251 861,251 767,051 767,051
Share subscription loan (420,000) (420,000) 420,000 420,000
Net cash inflow from financing activity 441,251 441,251 1,187,051 1,187,051
Net (decrease)/increase this year (151,810) (141,013) 573,435 567,694
Cash and cash equivalents at start of year 622,859 597,139 50,617 29,445
Exchange differences 1,684 — (1,193) —
Cash and cash equivalents at 30 September 12 472,733 456,126 622,859 597,139
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Notes to the Financial Statements
for the year ended 30 September 2021
Background
Tertiary Minerals plc is a public company incorporated and domiciled in England. It is traded on the AIM market of the London
Stock Exchange – EPIC: TYM.
The Company is a holding company for a number of companies (together, “the Group”). The Group’s financial statements are
presented in Pounds Sterling (£) which is also the functional currency of the Company.
The following accounting policies have been applied consistently in dealing with items which are considered material in relation
to the Group’s financial statements.
1. Accounting policies
(a) Basis of preparation
The financial statements have been prepared on the basis of the recognition and measurement requirements of applicable law
and International Accounting Standards in conformity with the Companies Act 2006.
In accordance with section 408 of the Companies Act 2006, Tertiary Minerals plc is exempt from the requirement to present its
own Statement of Comprehensive Income. The amount of the loss for the financial year recorded within the financial statements
of Tertiary Minerals plc is £302,543 (2020: £2,349,976). The loss for 2021 includes provision for impairment of its investment in
subsidiary undertakings in the amount of £29,089 (Note 10).
(b) Going concern
In common with many exploration companies, the Company raises finance for its exploration and appraisal activities in discrete
tranches. Further funding is raised as and when required. When any of the Group’s projects move to the development stage,
specific project financing will be required.
The directors prepare annual budgets and cash flow projections that extend beyond 12 months from the date of this report.
Given the Group’s cash position at year end (£472,733), these projections include the proceeds of future fundraising necessary
within the next 12 months to meet the Company’s and Group’s overheads and planned discretionary project expenditures and to
maintain the Company and Group as going concerns. Although the Company has been successful in raising finance in the past,
there is no assurance that it will obtain adequate finance in the future. This represents a material uncertainty related to events or
conditions which may cast significant doubt on the Group and Company’s ability to continue as going concerns and, therefore,
that they may be unable to realise their assets and discharge their liabilities in the normal course of business. However, the
directors have a reasonable expectation that they will secure additional funding when required to continue meeting corporate
overheads and exploration costs for the foreseeable future and therefore believe that the going concern basis is appropriate for
the preparation of the financial statements.
(c) Basis of consolidation
Investments, including long-term loans, in subsidiaries are valued at the lower of cost or recoverable amount, with an ongoing
review for impairment.
The Group’s financial statements consolidate the financial statements of Tertiary Minerals plc and its subsidiary undertakings
using the acquisition method and eliminate intercompany balances and transactions.
(d) Intangible assets
Exploration and evaluation
Accumulated exploration and evaluation costs incurred in relation to separate areas of interest (which may comprise more than
one exploration licence or exploration licence applications) are capitalised and carried forward where:
(1) such costs are expected to be recouped through successful exploration and development of the area, or alternatively by its
sale; or
(2) exploration and/or evaluation activities in the area have not yet reached a stage which permits a reasonable assessment of
the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to
the areas are continuing.
A biannual review is carried out by the directors to consider whether there are any indications of impairment in capitalised
exploration and development costs. The biannual impairment reviews were conducted in April 2021 and November 2021.
Where an indication of impairment is identified, the relevant value is written off to the income statement in the period for which
the impairment was identified. An impairment of exploration and development costs may be subsequently reversed in later
periods should conditions allow.
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Stock Code: TYM
Accumulated costs, where the Group does not yet have an exclusive exploration licence and in respect of areas of interest
which have been abandoned, are written off to the income statement in the year in which the pre-licence expense was incurred
or in which the area was abandoned.
Development
Exploration, evaluation and development costs are carried at the lower of cost and expected net recoverable amount. On
reaching a mining development decision, exploration and evaluation costs are reclassified as development costs and all
development costs on a specific area of interest will be amortised over the useful economic life of the projects, once they
become income generating and the costs can be recouped.
(e) Property, plant & equipment
All property, plant and equipment assets are stated at cost less accumulated depreciation. Depreciation is provided by the
Group on all property, plant and equipment, at rates calculated to write off the cost, less estimated residual value, of each asset
evenly over its expected useful life, as follows:
Fixtures and fittings 20% to 33% per annum
Computer equipment 33% per annum
Straight-line basis
Straight-line basis
Useful life and residual value are reassessed annually.
(f) Financial assets designated at fair value through OCI
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair
value through OCI when they meet the definition of equity under IAS 32 Financial Instruments: Presentation and are not held for
trading. The classification is determined on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the
statement of profit or loss when the right of payment has been established, except when the Group benefits from such
proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity
instruments designated at fair value through OCI are not subject to impairment assessment.
The Group elected to classify irrevocably its listed equity investments under this category.
(g) Trade and other receivables and payables
Trade and other receivables and payables are measured at initial recognition at fair value and subsequently measured at
amortised cost.
(h) Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in hand and short-term bank deposits with a maturity of three months
or less.
(i) Deferred taxation
Deferred taxation, if applicable, is provided in full in respect of taxation deferred by temporary differences between the
treatment of certain items for taxation and accounting purposes.
Deferred tax assets are recognised to the extent that they are regarded as recoverable.
(j) Revenue
Revenue is recognised as the fair value of management services provided to Sunrise Resources plc and relates to expenditure
incurred and recharged. The Company recognises revenue as contractual performance obligations are satisfied. Revenue is net
of discounts, VAT and other sales-related taxes.
(k) Foreign currencies
The Group’s consolidated financial statements are presented in Pounds Sterling (£), being the functional currency of the
Company, and the currency of the primary economic environment in which the Company operates. Monetary assets and
liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date.
For consolidation purposes, the net investment in foreign operations and the assets and liabilities of overseas subsidiaries,
associated undertakings and joint arrangements, that have a functional currency different from the Group’s presentation
currency, are translated at the closing exchange rates. Income statements of overseas subsidiaries, that have a functional
currency different from the Group’s presentation currency, are translated at exchange rates at the date of transaction.
Exchange differences arising on opening reserves are taken to the foreign currency reserve in equity.
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Notes to the Financial Statements (continued)
for the year ended 30 September 2021
(l) Leases
The general policy adopted in relation to leased assets is IFRS 16, which requires the recognition of lease commitments as
right of use assets and a corresponding liability.
The company only has short term leases, which do not require recognition as right of use assets having a duration of 12
months or less and without a renewal commitment. Leasing costs are therefore charged to the income statement on a straight
line basis.
(m) Share warrants and share-based payments
The Company issues warrants and options to employees (including directors) and third parties. The fair value of the warrants
and options is recognised as a charge measured at fair value on the date of grant and determined in accordance with IFRS 2,
adopting the Black–Scholes–Merton model. The fair value is charged to administrative expenses on a straight-line basis over
the vesting period, together with a corresponding increase in equity, based on the management’s estimate of shares that will
eventually vest. The expected life of the options and warrants is adjusted based on management’s best estimates, for the
effects of non-transferability, exercise restrictions and behavioural considerations. The details of the calculation are shown in
Note 15.
The Company also issues shares and/or warrants in order to settle certain liabilities, including partial payment of fees to
directors. The fair value of shares issued is based on the closing mid-market price of the shares on the AIM market on the day
prior to the date of settlement and it is expensed on the date of settlement with a corresponding increase in equity.
(n) Judgements and estimations in applying accounting policies
In the process of applying the Group’s accounting policies above, the Group has identified the judgemental areas that have the
most significant effect on the amounts recognised in the financial statements:
Intangible assets - exploration and evaluation
IFRS 6 “Exploration for and Evaluation of Mineral Resources” requires that exploration and evaluation assets shall be assessed
for impairment when facts and circumstances suggest that the carrying amount may exceed recoverable amount.
In practical terms, this requires that project carrying values are regularly monitored and assessed for recoverability whether
from future exploitation of resources or realised by sale to a third party.
Where activities have not reached a stage which permits reasonable confirmation of the existence of mineral reserves, the
directors must form a judgement whether future exploration and evaluation should continue. This requires management to use
their sector experience, apply their specialist expertise and form a conclusive judgement as to whether or not, on the balance of
evidence that further exploration is justified to determine if an economically viable mining operation can be established in future.
Such estimates, judgements and assumptions are likely to change as new information and evidence becomes available. If it
becomes apparent, in the judgement of the directors, that recovery of capitalised expenditure is unlikely, the carrying value
should be considered as impaired as detailed below.
Royalty assets
Royalty assets representing the Company’s rights to future royalties based upon the extraction of mineral resources by a third
party are amortised based upon units of production. The directors review throughout the year to consider whether there are any
indications of impairment and considerations are documented at board meetings. If such indications exist a full impairment
review is undertaken and if it is concluded that an impairment provision is required, this is charged to the income statement.
Impairment
Impairment reviews for deferred exploration and evaluation costs are carried out on a project by project basis, with each project
representing a potential single cash generating unit. The directors are required to continually monitor and review the carrying
values by reference to new developments, stages in the exploration process and new circumstances. Assessment of the
potential impairment of assets requires an updated judgement of the probability of adequate future cash flows from the
relevant project. It includes consideration of:
(a) The period for which the entity has the right to explore in the specific area and whether this right will expire in the near
future, and whether the right is expected to be renewed.
(b) Whether substantive expenditure on further exploration for and evaluation of mineral resources for the specific project is
either budgeted or planned.
(c) Whether exploration for and evaluation of mineral resources on the specific project has led to the discovery of
commercially viable quantities of mineral resources and whether the entity has decided to discontinue such activities on the
project.
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(d) Whether sufficient data exist to indicate that, although a development on the specific project is likely to proceed, the
carrying amount of the exploration and evaluation asset is likely to be recovered in full from successful development of a
mine or by the sale of the project.
The judgments in respect of key projects are;
The Pegleg Project costs were fully impaired in the amount of £13,179 as exploration gave negative results.
Two gold projects Kaaresselkä and Kiekerömaa with a total carrying value of £357,829 were sold to a third party Aurion
Resources Limited (“Aurion”) in 2016. Tertiary has the right to pre-production royalties if either of these projects proceed to the
definition of mineral resources and in the event of production.
Aurion completed a drilling programme at Kaaresselkä in late 2020 and the Company reported results of (3 December 2020)
1.52 g/t Au over 2.85 m (KS20001 from 306.50m) and 1.85 g/t Au over 5.40 m (KS20002 from 199.00m). The drilling extended
the gold mineralised zone to approximately 200m depth and approximately 600m strike at the Vanha target.
The Kiekerömaa property forms part of a joint venture (JV) between Aurion and B2Gold Corp. The JV includes Kiekerömaa
(5.8 g/t Au over 5.0 m). B2Gold Corp. recently gave notice to exercise its option to acquire an additional 19% interest in the JV,
taking its total interest to 70%. B2Gold Corp. can earn this additional 19% interest by spending a further CAN$10,000,000 over
2 years.
Based upon these developments in the reporting period and in their confidence regarding the likely outcome of exploration, the
Directors have concluded that the carrying value is not impaired.
Going concern
The preparation of financial statements requires an assessment of the validity of the going concern assumption. This in turn is
dependent on finance being available for the continuing working capital requirements of the Group. Based on the assumption
that such finance will become available, the directors believe that the going concern basis is appropriate for these accounts.
Share warrants, share options and share based payments
The estimates of costs recognised in connection with the fair value of share options and share warrants require that
management selects an appropriate valuation model and make decisions on various inputs into the model, including the volatility
of its own share price, the probable life of the warrants and options before exercise, and behavioural considerations of warrant
holders.
(o) Reclamation costs
The Group’s mining and exploration activities are subject to various governmental laws and regulations relating to the protection
of the environment. The Group records a liability for the estimated future rehabilitation costs and decommissioning of its
development projects at the time a constructive obligation is determined.
When provisions for closure and environmental rehabilitation are initially recognized, the corresponding cost is capitalized as an
intangible asset, representing part of the cost of acquiring the future economic benefits of the operation. The capitalized cost of
closure and environmental rehabilitation activities is recognized in mining interests and, from the commencement of commercial
production is amortized over the expected useful life of the operation to which it relates. Any change in the value of the
estimated expenditure is reflected in an adjustment to the provision and asset.
(p) Standards, amendments and interpretations not yet effective
At the date of authorisation of these financial statements, there are no amended standards and interpretations issued by the
IASB that impact the Group as they are either not relevant to the Group’s activities or require accounting which is consistent with
the current accounting policies.
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Notes to the Financial Statements (continued)
for the year ended 30 September 2021
2. Segmental analysis
The Chief Operating Decision Maker is the Board. The Board considers the business has one reportable segment, the
management of exploration projects, which is supported by a Head Office function. For the purpose of measuring segmental
profits and losses the exploration segment bears only those direct costs incurred by or on behalf of those projects. No Head
Office cost allocations are made to this segment. The Head Office function recognises all other costs.
Exploration Head
projects office Total
2021 £ £ £
Consolidated Income Statement
Revenue — 165,058 165,058
Pre-licence exploration costs (72,725) — (72,725)
Impairment of deferred exploration asset (13,179) — (13,179)
Share-based payments — (12,754) (12,754)
Administration costs and other expenses — (473,417) (473,417)
Operating Loss (85,904) (321,113) (407,017)
Bank interest received — 54 54
Loss before income tax (85,904) (321,059) (406,963)
Income tax — — —
Loss for the year attributable to equity holders (85,904) (321,059) (406,963)
Non-current assets
Intangible assets:
Royalty assets:
Kaaresselkä Gold Project, Finland 260,490 — 260,490
Kiekerömaa Gold Project, Finland 97,339 — 97,339
357,829 — 357,829
Deferred exploration costs:
Paymaster, USA 51,376 — 51,376
Pyramid, USA 203,577 — 203,577
Brunton Pass, USA 49,101 — 49,101
Mt Tobin, USA 27,668 — 27,668
Lucky, USA 61,495 — 61,495
Jacks, Zambia 3,064 — 3,064
396,281 — 396,281
Property, plant & equipment — 3,953 3,953
Other investments — 50,496 50,496
754,110 54,449 808,559
Current assets
Receivables 25,364 55,660 81,024
Cash and cash equivalents — 472,733 472,733
25,364 528,393 553,757
Current liabilities
Trade and other payables (18,211) (58,639) (76,850)
Reclamation liability (15,994) — (15,994)
(34,205) (58,639) (92,844)
Net current assets (8,841) 469,754 460,913
Net assets 745,269 524,203 1,269,472
Other data
Deferred exploration additions 219,057 — 219,057
Exchange rate adjustments to deferred exploration costs (7,965) — (7,965)
Exchange rate adjustments to royalty assets (1,755) — (1,755)
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Stock Code: TYM
Exploration Head
projects office Total
2020 £ £ £
Consolidated Income Statement
Revenue — 175,750 175,750
Pre-licence exploration costs (49,360) — (49,360)
Impairment of deferred exploration asset (2,027,000) — (2,027,000)
Share-based payments — (30,290) (30,290)
Administration costs and other expenses — (567,704) (567,704)
Operating Loss (2,076,360) (422,244) (2,498,604)
Bank interest received — 437 437
Loss before income tax (2,076,360) (421,807) (2,498,167)
Income tax — — —
Loss for the year attributable to equity holders (2,076,360) (421,807) (2,498,167)
Non-current assets
Intangible assets:
Royalty assets:
Kaaresselkä Gold Project, Finland 261,329 — 261,329
Kiekerömaa Gold Project, Finland 98,255 — 98,255
359,584 — 359,584
Deferred exploration costs:
Paymaster, USA 39,055 — 39,055
Pyramid, USA 108,227 — 108,227
Pegleg, USA 11,964 — 11,964
Mt Tobin, USA 12,565 — 12,565
Lucky, USA 10,563 — 10,563
182,374 — 182,374
Property, plant & equipment — 3,369 3,369
Other investments — 55,985 55,985
541,958 59,354 601,312
Current assets
Receivables 16,640 55,055 71,695
Cash and cash equivalents — 622,859 622,859
16,640 677,914 694,554
Current liabilities
Trade and other payables (22,275) (43,914) (66,189)
Share subscription loan — (420,000) (420,000)
(22,275) (463,914) (486,189)
Net current assets (5,635) 214,000 208,365
Net assets 536,323 273,354 809,677
Other data
Deferred exploration additions 200,071 — 200,071
Exchange rate adjustments to deferred exploration costs (93,903) — (93,903)
Exchange rate adjustments to royalty assets 818 — 818
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Notes to the Financial Statements (continued)
for the year ended 30 September 2021
3. Loss before income tax
2021 2020
£ £
The operating loss is stated after charging
Costs relating to leases expiring within 12 months and not within the scope of IFRS 16 17,625 18,560
Depreciation - owned assets 1,691 1,850
Fees payable to the Group’s Auditor for:
The audit of the Group’s annual accounts 6,151 6,363
The audit of the Group’s subsidiaries, pursuant to legislation 3,872 4,671
Fees payable to the Group’s Auditor and its associates for other services:
Interim review of accounts 1,050 1,020
Corporation tax fees 1,606 1,460
Corporation tax review fees 3,809 —
4. Directors’ emoluments
Remuneration in respect of directors was as follows:
Income from
recharge
to Sunrise
Net cost to Group Resources plc Total Total
2021 2021 2021 2020
£ £ £ £
P L Cheetham (salary) 58,530 60,449 118,979 108,542
P B Cullen (salary) 4,432 — 4,432 —
R H Clemmey (salary) resigned June 2020 — — — 66,340
M G Armitage (salary) 12,466 — 12,466 —
D A R McAlister (salary) 18,486 — 18,486 18,365
93,914 60,449 154,363 193,247
The above remuneration amounts do not include non-cash share-based payments charged in these financial statements in
respect of share warrants issued to the directors amounting to £4,791 (2020: £7,831) or Employer’s National Insurance
contributions of £17,910 (2020: £23,067).
There was no bonus in the year 2021. Bonus remuneration is applicable to performance in the previous financial year.
Pension contributions made during the year on behalf of Directors amounted to £0 (2020: £987).
The directors are also the key management personnel. If all benefits are taken into account, the total key management
personnel compensation would be £159,154 (2020: £201,078).
After recharge to Sunrise Resources plc, if all benefits are taken into account, the key management personnel net
compensation cost to the Group would be £98,705 (2020: £129,773).
5. Staff costs
Total staff costs for the Group and Company, including directors, were as follows:
Income from
recharge
to Sunrise
Net cost to Group Resources plc Total Total
2021 2021 2021 2020
£ £ £ £
Wages and salaries 161,157 124,916 286,073 313,141
Social security costs 14,637 15,798 30,435 34,685
Share-based payments 6,085 — 6,085 9,921
181,879 140,714 322,593 357,747
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Stock Code: TYM
The average monthly number of part-time and full-time employees, including directors, employed by the Group and Company
during the year was as follows:
2021 2020
Number Number
Technical employees 2 3
Administration employees (including non-executive directors) 5 4
7 7
Patrick Cullen was appointed as Managing Director in September 2021.
6. Loss per share
Loss per share has been calculated using the loss for the year attributable to equity holders of the parent and the weighted
average number of ordinary shares in issue during the year.
2021 2020
Loss (£) (406,963) (2,498,167)
Weighted average ordinary shares in issue (No.) 1,064,955,671 661,815,154
Basic and diluted loss per ordinary share (pence) (0.038) (0.38)
The loss attributable to ordinary shareholders and weighted average number of ordinary shares for the purpose of calculating
the diluted earnings per ordinary share are identical to those used for the basic earnings per ordinary share. This is because the
exercise of share warrants and options would have the effect of reducing the loss per ordinary share and is therefore
anti-dilutive.
Income tax
7.
No liability to corporation tax arises for the year due to the Group recording a taxable loss (2020: £Nil).
2021 2020
£ £
Tax reconciliation
Loss before income tax (406,963) (2,498,167)
Tax at 19% (2020: 19%) (77,323) (474,652)
Differences between capital allowances and depreciation (1,226) 31
Expenditure disallowed for tax purposes 12,754 127,909
Pre-trading expenditure no longer deductible for tax purposes 40,978 27,346
Tax effect at 19% (2020: 19%) 9,976 29,504
Unrelieved tax losses carried forward (67,347) (445,148)
Tax recognised on loss — —
Total losses carried forward for tax purposes 11,383,344 11,028,887
Factors that may affect future tax charges
The Group has total losses carried forward of £11,383,344 (2020: £11,028,887). This amount would be available (subject to a
maximum of £5million per annum) to set against future taxable profits of the Company. The deferred tax asset has not been
recognised as the future recovery is uncertain given the exploration status of the Group. The carried tax loss is adjusted each
year for amounts that can no longer be carried forward.
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Notes to the Financial Statements (continued)
for the year ended 30 September 2021
Intangible assets
8.
Deferred Deferred
exploration Royalty exploration Royalty
expenditure assets Total expenditure assets Total
2021 2021 2021 2020 2020 2020
Group £ £ £ £ £ £
Cost
At start of year 5,991,387 359,584 6,350,971 5,885,219 358,766 6,243,985
Additions 219,057 — 219,057 200,071 — 200,071
Reclamation cost 15,994 — 15,994 — — —
Exchange adjustments (7,965) (1,755) (9,721) (93,903) 818 (93,085)
At 30 September 6,218,473 357,829 6,576,302 5,991,387 359,584 6,350,971
Disposals
At start of year (5,809,013) — (5,809,013) (3,782,013) — (3,782,013)
Impairment losses during year (13,179) — (13,179) (2,027,000) — (2,027,000)
Disposals during year — — — — — —
At 30 September (5,822,192) — (5,822,192) (5,809,013) — (5,809,013)
Carrying amounts
At 30 September 396,281 357,829 754,110 182,374 359,584 541,958
At start of year 182,374 359,584 541,958 2,103,206 358,766 2,461,972
The directors carried out an impairment review which, with reference to IFRS6.20(b), resulted in an impairment charge, relating
to the Tertiary Minerals US Inc. Pegleg Project, being recognised in the Consolidated Income Statement as part of operating
expenses. Refer to accounting policy 1(d) and 1(n) for a description of the considerations used in the impairment review.
9. Property, plant & equipment
Group Company Group Company
fixtures fixtures fixtures fixtures
and fittings and fittings and fittings and fittings
2021 2021 2020 2020
£ £ £ £
Cost
At start of year 49,189 34,431 48,152 33,394
Additions 2,276 2,276 1,037 1,037
Disposals 0 0 0 0
At 30 September 51,465 36,707 49,189 34,431
Depreciation
At start of year (45,820) (31,061) (43,970) (29,212)
Charge for the year (1,694) (1,694) (1,850) (1,850)
Disposals 0 0 0 0
At 30 September (47,513) (32,755) (45,820) (31,062)
Net Book Value
At 30 September 3,952 3,952 3,369 3,369
At start of year 3,369 3,369 4,182 4,182
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Stock Code: TYM
10. Investments
Subsidiary undertakings
Country of Type and percentage
incorporation/ of shares held at
Company registration 30 September 2021 Principal activity
Tertiary Gold Limited England & Wales 100% of ordinary shares Mineral exploration
Tertiary (Middle East) Limited England & Wales 100% of ordinary shares Mineral exploration
Tertiary Minerals US Inc. Nevada, USA 100% of ordinary shares Mineral exploration
Tertiary Minerals (Zambia) Limited
(*formerly Luangwa Minerals Limited) Zambia 96% of ordinary shares Mineral exploration
The registered office of Tertiary Gold Limited and Tertiary (Middle East) Limited is the same as the Parent Company, being
Sunrise House, Hulley Road, Macclesfield, Cheshire, SK10 2LP.
The registered office of Tertiary Minerals US Inc. is 241 Ridge Street, Suite 210, Reno, NV 89501, USA.
* With effect from 7 December 2021, the name of Luangwa Minerals Limited was changed to Tertiary Minerals (Zambia)
Limited. The registered office of Tertiary Minerals (Zambia) Limited. is 491/492 Akapela Street/Town Area, Livingstone
Southern Province, Zambia.
Company Company
2021 2020
Investment in subsidiary undertakings £ £
Ordinary shares - Tertiary (Middle East) Limited 1 1
Ordinary shares - Tertiary Gold Limited 224,888 224,888
Ordinary shares - Tertiary Minerals US Inc. 1 1
Ordinary shares - Tertiary Minerals (Zambia) Limited 493 —
Loan - Tertiary Minerals (Zambia) Limited 8,725 —
Loan - Tertiary (Middle East) Limited 687,098 685,890
Less - Provision for impairment (687,098) (685,890)
Loan - Tertiary Gold Limited 5,386,764 5,360,637
Less - Provision for impairment (5,253,824) (5,225,942)
Loan - Tertiary Minerals US Inc. 2,371,272 2,081,585
Less - Provision for impairment (1,899,212) (1,899,212)
At 30 September 839,108 541,958
Investments in share capital of subsidiary undertakings
The directors have reviewed the carrying value of the Company’s investments in shares of subsidiary undertakings totalling
£225,383, by reference to estimated recoverable amounts. In turn, this requires an assessment of the recoverability of
underlying exploration assets in those subsidiaries in accordance with IFRS 6.
Loans to Group undertakings
Amounts owed by subsidiary undertakings are unsecured and repayable in cash. Loan interest is charged to US subsidiaries on
intercompany loans with Parent Company.
A review of the recoverability of loans to subsidiary undertakings has been carried out. This indicated potential credit losses
arising in the year which have been provided for as follows: Tertiary Gold Limited £27,881 (2020: £57,512) and Tertiary (Middle
East) Limited £1,208 (2020: £1,943). The provisions made reflect the differences between the loan carrying amounts and the
value of the underlying project assets.
Other investments – listed investments
Country of Type and percentage
incorporation/ of shares held at
Company registration 30 September 2021 Principal activity
Sunrise Resources plc England & Wales 0.59% of ordinary shares Mineral exploration
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Notes to the Financial Statements (continued)
for the year ended 30 September 2021
Group Company Group Company
2021 2021 2020 2020
Investment designated at fair value through OCI £ £ £ £
Value at start of year 55,985 55,985 89,775 89,775
Additions — — — —
Disposal — — (57,053) (57,053)
Movement in valuation (5,489) (5,489) 23,263 23,263
At 30 September 50,496 50,496 55,985 55,985
The fair value of each investment is equal to the market value of its shares at 30 September 2021, based on the closing
mid-market price of shares on its equity exchange market.
These are level one inputs for the purpose of the IFRS 13 fair value hierarchy.
11. Receivables
Group Company Group Company
2021 2021 2020 2020
£ £ £ £
Trade receivables 44,147 44,147 43,717 43,717
Other receivables 26,224 841 18,412 1,772
Prepayments 10,653 7,534 9,566 7,145
At 30 September 81,024 52,522 71,695 52,634
The Group aged analysis of trade receivables is as follows:
Total
Not 30 days Over carrying
impaired or less 30 days amount
£ £ £ £
2021 Trade receivables 44,147 44,147 — 44,147
2020 Trade receivables 43,717 43,717 — 43,717
12. Cash and cash equivalents
Group Company Group Company
2021 2021 2020 2020
£ £ £ £
Cash at bank and in hand 48,147 31,540 52,827 27,107
Short-term bank deposits 424,586 424,586 570,032 570,032
At 30 September 472,733 456,126 622,859 597,139
13. Trade and other payables
Group Company Group Company
2021 2021 2020 2020
£ £ £ £
Trade payables 17,186 9,692 14,735 13,036
Other taxes and social security costs 14,556 14,556 7,106 7,106
Accruals 43,714 26,543 41,716 14,264
Other payables 1,394 1,394 2,632 2,632
At 30 September 76,850 52,185 66,189 37,038
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14. Issued capital and reserves
2021 2021 2020 2020
No. £ No. £
Allotted, called up and fully paid Ordinary Shares
Balance at start of year 831,647,037 83,164 443,075,665 44,307
Shares issued in the year 351,675,408 35,168 388,571,372 38,857
Balance at 30 September 1,183,322,445 118,332 831,647,037 83,164
2021 2021 2020 2020
No. £ No. £
Deferred Shares
Balance at start of year — — 267,076,933 2,644,062
Cancellation of shares — — (267,076,933) (2,644,062)
Balance at 30 September — — 0 0
Capital restructure
At a General Meeting on 10 September 2020 the shareholders approved a buy-back of the Company’s deferred shares in
accordance with the Company’s Articles of Association for an aggregate consideration of £1.00. The buy-back of the deferred
shares was funded from the part-proceeds of a placing of 1,000 new ordinary shares 0.01p each at a price of 0.25p per share
to the Company’s Chairman, Patrick Cheetham. The deferred shares were then cancelled and a Capital Redemption Reserve
formed to the value of £2,644,061.
The deferred shares resulted from a subdivision of the Company’s ordinary share capital in 2017 whereby each existing
Ordinary Share with a nominal value of 1p was subdivided into 1 new Ordinary Share of 0.01p and 1 deferred share of 0.99p
each. The deferred shares had no significant rights attached to them and carried no right to vote or to participate in distribution
of surplus assets and were not admitted to trading on the AIM market of the London Stock Exchange plc or any other stock
exchange. The deferred shares effectively carried no value.
Share issues
During the year to 30 September 2021 the following share issues took place:
An issue of 43,181,818 0.01p Ordinary Shares at 0.22p per share to Precious Metal Capital Group LLC (“PMCG”), by way of
subscription deed, for a total consideration of £95,000 before expenses (21 January 2021).
An issue of 173,076,923 0.01p Ordinary Shares at 0.26p per share, by way of placing, for a total consideration of £450,000
before expenses (26 January 2021).
An issue of 54,166,667 0.01p Ordinary Shares at 0.24p per share to PMCG, by way of subscription deed, for a total
consideration of £130,000 before expenses (3 February 2021).
An issue of 5,000,000 0.01p Ordinary Shares at 0.275p per share by way of warrant exercise, for a total consideration of
£13,750 before expenses (8 February 2021).
An issue of 56,250,000 0.01p Ordinary Shares at 0.24p per share to PMCG, by way of subscription deed, for a total
consideration of £135,000 before expenses (10 February 2021).
An issue of 20,000,000 0.01p Ordinary Shares at 0.3p per share to PMCG, by way of subscription deed, for a total
consideration of £60,000 before expenses (24 February 2021).
During the year to 30 September 2020 a total of 388,571,372 0.01p ordinary shares were issued, at an average price of 0.2p,
for a total consideration of £771,142 net of expenses.
The total amount of transaction fees debited to the Share Premium account in the year was £22,500 (2020: £13,750).
Nature and purpose of reserves
Capital redemption reserve
Non distributable reserve into which amounts are transferred following the redemption or the purchase of a company’s own
shares. The provisions relating to the capital redemption reserve are set out in section 733 of the Companies Act 2006.
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Notes to the Financial Statements (continued)
for the year ended 30 September 2021
Foreign currency reserve
Exchange differences relating to the translation of the net assets of the Group’s foreign operations, which relate to subsidiaries
only, from their functional currency into the Parent Company’s functional currency, being Sterling, are recognised directly in the
foreign currency reserve.
Share option reserve
The share option reserve is used to recognise the fair value of share-based payments provided to employees, including key
management personnel, by means of share options and share warrants issued as part of their remuneration. Refer to Note 15
for further details.
15. Warrants granted
Warrants not exercised at 30 September 2021
Exercise Expiry
Issue date price Number Exercisable dates
31/01/2017 1.025p 1,000,000 Any time before expiry 31/01/2022
31/01/2018 1.875p 1,000,000 Any time before expiry 31/01/2023
21/02/2019 0.50p 3,500,000 Any time before expiry 21/02/2024
21/02/2019 0.35p 5,000,000 Any time before expiry 21/02/2024
26/11/2019 0.336p 22,000,000 Any time before expiry 26/11/2023
27/02/2020 0.34p 8,100,000 Any time from 27/02/2021 27/02/2025
26/01/2021 0.26p 8,653,846 Any time before expiry 26/01/2022
28/06/2021 0.34p 3,100,000 Any time from 28/06/2022 28/06/2026
28/06/2021 0.50p 3,000,000 Any time from 28/06/2022 28/06/2026
28/06/2021 1.00p 3,000,000 Any time from 28/06/2023 28/06/2026
28/06/2021 1.50p 3,000,000 Any time from 28/06/2024 28/06/2026
Total 61,353,846
Warrants are issued for nil consideration and are exercisable as disclosed above. They are exchangeable on a one for one
basis for each ordinary share at the exercise price on the date of conversion.
A grant of 8,653,846 warrants at an exercise price of 0.26p, as part of a fundraising, to Peterhouse Capital Limited
(26 January 2021).
A grant of 3,100,000 warrants at an exercise price of 0.34p, to employees and a director of the Company (28 June 2021).
A grant of three lots of 3,000,000 warrants at an exercise price of 0.5p, 1p and 1.5p respectively, to a director of the Company
(28 June 2021).
Share-based payments
The Company issues warrants to directors and employees on varying terms and conditions.
Details of the share warrants outstanding during the year are as follows:
2021 2020
Weighted Weighted
Number of average Number of average
share warrants exercise share warrants exercise
and share price and share price
options Pence options Pence
Outstanding at start of year 46,600,000 0.415 13,200,000 1.106
Granted during the year 20,753,846 0.593 35,100,000 0.328
Exercised during the year (5,000,000) 0.275 — —
Forfeited during the year — — — —
Expired during the year (1,000,000) 1.4 (1,700,000) 4
Outstanding at 30 September 61,353,846 0.47 46,600,000 0.415
Exercisable at 30 September 49,253,846 0.382 38,500,000 0.43
The warrants outstanding at 30 September 2021 had a weighted average exercise price of 0.47p (2020: 0.41p), a weighted
average fair value of 0.11p (2020: 0.13p) and a weighted average remaining contractual life of 2.56 years (2020: 3.01 years).
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Stock Code: TYM
In the year ended 30 September 2021, warrants were granted on 26 January 2021 and 26 June 2021. The aggregate of the
estimated fair values of the warrants granted on these dates is £33,125. In the year ended 30 September 2020, warrants were
granted on 26 November 2019, 2 March 2020 and 27 February 2020. The aggregate of the estimated fair values of the
warrants granted on this date is £17,252.
There were 5,000,000 warrants exercised at an exercise price of 0.275 in the year ending 30 September 2021.
The inputs into the Black–Scholes–Merton Pricing Model were for warrants granted in the year and are as follows:
2021 2020
Weighted average share price 0.34p 0.279p
Weighted average exercise price 0.593p 0.328p
Expected volatility 72.0% 75.0%
Expected life 2.75 years 3.57 years
Risk-free rate 0.12% 0.408%
Expected dividend yield 0% 0%
Expected volatility was determined by calculating the historical volatility of the Company’s share price over the previous three
years. The expected life used in the model has been adjusted based on management’s best estimate for the effects of
non-transferability, exercise restrictions and behavioural considerations.
The Company recognised total expenses of £12,754 and £30,290 related to equity-settled share-based payment transactions in
2021 and 2020 respectively. The fair value is charged to administrative expenses and where there is a vesting period it is
charged on a straight-line basis over the vesting period, together with a corresponding increase in equity, based on the
management’s estimate of shares that will eventually vest.
16. Leases
The Company rents office premises under a short-term lease agreement.
Future minimum lease payments under non-cancellable operating leases are:
2021 2020
Land & Land &
buildings buildings
£ £
Office accommodation:
Within one year 15,863 15,863
The Company does not sub-let any of its leased premises.
Lease payments recognised in loss for the period amounted to £17,625 (2020: £18,560).
17. Related party transactions
Key management personnel
The directors holding office in the period and their warrants held in the share capital of the Company are:
At 30 September 2021 At 30 September 2020
Share Warrants Warrants Share
Shares warrants exercise expiry Shares warrants
number number price date number number
P L Cheetham* 12,641,471 2,000,000 0.500p 21/02/2024 12,641,471 4,000,000
2,000,000 0.340p 27/02/2025
3,000,000 0.500p 28/06/2026
3,000,000 1.00p 28/06/2026
3,000,000 1.50p 28/06/2026
P B Cullen — — — — N/A N/A
D A R McAlister 2,937,609 1,500,000 0.500p 21/02/2024 2,937,609 3,000,000
1,500,000 0.340p 27/02/2025
1,500,000 0.340p 28/06/2026
Dr M G Armitage — — — — N/A N/A
*
Includes 2,843,625 shares held by K E Cheetham, wife of P L Cheetham.
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Notes to the Financial Statements (continued)
for the year ended 30 September 2021
The directors have no beneficial interests in the shares of the Company’s subsidiary undertakings as at 30 September 2021.
Details of the Parent Company’s investment in subsidiary undertakings are shown in Note 10.
Sunrise Resources plc
During the year the Company charged costs of £165,058 (2020: £175,750) to Sunrise Resources plc being shared overheads of
£19,700 (2020: £20,369), costs paid on behalf of Sunrise Resources plc of £4,644 (2020: £1,175), staff salary costs of
£72,540 (2020: £74,085) and directors’ salary costs of £68,174 (2020: £80,121), comprising P L Cheetham £68,174 (2020:
£80,121). All salary costs include employer’s National Insurance and Pension contributions.
The salary costs in Notes 4 and 5 include these charges.
At the reporting date an amount of £44,147 (2020: £43,717) was due from Sunrise Resources plc.
P L Cheetham, a director of the Company, is also a director of Sunrise Resources plc.
Shares and warrants held in Sunrise Resources plc by the Company’s directors are as follows:
At 30 September 2021 At 30 September 2020
Warrants Warrants
Shares Warrants exercise expiry Shares Warrants
number number price date number number
P L Cheetham* 231,047,657 30,000,000 0.195p 05/08/2025 231,047,657 30,000,000
D A R McAlister 550,000 — — — 550,000 —
*
Includes 5,500,000 shares held by K E Cheetham, wife of P L Cheetham.
Tertiary Minerals (Zambia) Limited (formerly Luangwa Minerals Limited)
Tertiary Minerals (Zambia) Limited is a 96% controlled subsidiary of Tertiary Minerals plc, incorporated on 28 June 2021.
There were limited transactions in the period mainly consisting of initial share capital of £493 and project cost of £3,064. At the
reporting date the balance of £4,150 was due from Tertiary Minerals (Zambia) Limited. D A R McAlister, a director of Tertiary
Minerals plc, is also the director of Tertiary Minerals (Zambia) Limited.
18. Capital management
The Group’s capital requirements are dictated by its project and overhead funding requirements from time to time.
Capital requirements are reviewed by the Board on a regular basis.
The Group manages its capital to ensure that entities within the Group will be able to continue as going concerns, to increase
the value of the assets of the business and to provide an adequate return to shareholders in the future when exploration assets
are taken into production.
The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the
risk characteristics of its assets. In order to maintain or adjust the capital structure the possibilities open to the Group in future
include issuing new shares, consolidating shares, returning capital to shareholders, taking on debt, selling assets and adjusting
the amount of dividends paid to the shareholders.
19. Financial instruments
At 30 September 2021, the Group’s and Company’s financial assets consisted of listed investments, trade receivables and cash
and cash equivalents. At the same date, the Group and Company had financial liabilities of trade and other payables due within
one year. There is no material difference between the carrying and fair values of the Group and Company’s financial assets and
liabilities.
The carrying amounts for each category of financial instruments held at 30 September 2021, as defined in IFRS 9, are as
follows:
Group Company Group Company
2021 2021 2020 2020
£ £ £ £
Financial assets at amortised cost 543,745 501,753 684,527 632,336
Financial assets at fair value through other
comprehensive income 50,496 50,496 55,985 55,985
Financial liabilities at amortised cost 78,288 37,628 58,402 29,251
Share subscription loan — — 420,000 420,000
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Stock Code: TYM
Risk management
The principal risks faced by the Group and Company resulting from financial instruments are liquidity risk, foreign currency risk
and, to a lesser extent, interest rate risk and credit risk. The Directors review and agree policies for managing each of these
risks as summarised below. The policies have remained unchanged from previous periods as these risks remain unchanged.
Liquidity risk
The Group holds cash balances in Sterling, US Dollars and other currencies to provide funding for exploration and evaluation
activity. The Group and the Company are dependent on equity fundraising through share placings which the directors regard as
the most cost-effective method of fundraising. The directors monitor cash flow in the context of their expectations for the
business to ensure sufficient liquidity is available to meet foreseeable needs.
Currency risk
The Group’s financial risk management objective is broadly to seek to make neither profit nor loss from exposure to currency
risk. The Group is exposed to transactional foreign exchange risk and takes profits and losses as they arise as, in the opinion of
the directors, the cost of hedging against fluctuations would be greater than the related benefit from doing so.
Bank and cash balances were held in the following denominations:
Group Company
2021 2020 2021 2020
£ £ £ £
United Kingdom Sterling 457,601 599,433 455,731 596,509
United States Dollar 14,172 19,804 73 290
Other 960 3,622 322 340
472,733 622,859 456,126 597,139
Surplus Sterling funds are placed with NatWest bank on short-term treasury deposits at variable rates of interest.
The Company and the Group are exposed to changes in exchange rates mainly in the Sterling value of US Dollar denominated
financial assets.
Sensitivity analysis shows that the Sterling value of its US Dollar denominated financial assets at 30 September 2021 would
increase or decrease by £709 for each 5% increase or decrease in the value of Sterling against the Dollar.
Neither the Company nor the Group is exposed to material transactional currency risk.
Interest rate risk
The Group and Company finance their operations through equity fundraising and therefore do not carry borrowings.
Fluctuating interest rates have the potential to affect the loss and equity of the Group and the Company insofar as they affect
the interest paid on financial instruments held for the benefit of the Group. The directors do not consider the effects to be
material to the reported loss or equity of the Group or the Company presented in the financial statements.
Credit risk
The Company has exposure to credit risk through receivables such as VAT refunds, invoices issued to related parties and its
joint arrangements for management charges. The amounts outstanding from time to time are not material other than for VAT
refunds which are considered by the directors to be low risk.
The Company has exposure to credit risk in respect of its cash deposits with NatWest bank and this exposure is considered by
the directors to be low.
20. Share subscription loan
Tertiary Minerals plc entered into a share subscription deed on 2 April 2020 with Precious Metals Capital Group LLC (PMCG),
a U.S. based institutional specialist investor. PMCG made an investment of £600,000 by way of a subscription for Company
shares.
The placing was made by PMCG by way of prepayment for Company shares to be issued, at PMCG’s request, within 24
months of the date of the placing. A further investment may be made by PMCG within 12 months after the date of this
placement, but only with the consent of the Company, in the amount not exceeding an additional £600,000, by way of
prepayment for shares to be issued, at PMCG’s request, within 24 months following the date of such subsequent placement.
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Notes to the Financial Statements (continued)
for the year ended 30 September 2021
The number of shares to be issued as a result of the placing is determined by dividing the subscription amount (or that part of
the subscription amount in relation to which the shares are being issued) by 95% of the prevailing price, the latter being the
average of the five daily volume weighted average prices during a specified period immediately prior to the date of issuance of
the shares. Alternatively, PMCG may choose for the subscription price to be equal to £0.0042, being an approximately 133%
premium to the Company’s share price on 1 April 2020.
As at 30 September 2021 all shares were issued (Note 14) and there is no outstanding prepayment amount remaining.
21. Provision for other liabilities and charges
2021 2020
Group £ £
Reclamation Costs
At start of year — —
Additions 15,994 —
At 30 September 15,994 —
The Group makes provision for future reclamation costs relating to exploration projects. Provisions are calculated based upon
internal estimates and expected costs based upon past experience and expert guidance where appropriate.
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Stock Code: TYM
Notice of Annual General Meeting
TERTIARY MINERALS PLC
Company No.03821411
Notice is hereby given that the Annual General Meeting of Tertiary Minerals plc will be held at Arundel House, 6 Temple Place,
London WC2R 2PG on Friday, 28 January 2022, at 10.00 a.m. for the following purposes:
Ordinary Business
1. To receive the Accounts and the Reports of the Directors and of the Auditor for the year ended 30 September 2021.
2. To elect Mr P B Cullen who, having been appointed to the Board since the last AGM, is subject to election in accordance
with the Articles of Association.
3. To elect Dr M G Armitage who, having been appointed to the Board since the last AGM, is subject to election in accordance
with the Articles of Association.
4. To reappoint Crowe U.K. LLP as Auditor of the Company and to authorise the directors to fix their remuneration.
Special Business
Ordinary Resolution
5. That, in accordance with section 551 of the Companies Act 2006 (the “2006 Act”), the Directors be generally and
unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into
shares in the Company (“Rights”) up to an aggregate nominal amount of £90,000 (consisting of 900,000,000 ordinary
shares of 0.01p each) provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the
end of the next Annual General Meeting of the Company to be held after the date on which this resolution is passed, save
that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted
or Rights to be granted and the directors may allot shares or grant Rights in pursuance of such offer or agreement
notwithstanding that the authority conferred by this resolution has expired.
This authority is in substitution for all previous authorities conferred on the Directors in accordance with section 551 of the
2006 Act.
Special Resolution
6. That subject to the passing of resolution 5 the directors be given the general power to allot equity securities (as defined by
section 560 of the 2006 Act) for cash, either pursuant to the authority conferred by resolution 5 or by way of a sale of treasury
shares, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to:
a)
the allotment of equity securities in connection with an offer by way of a rights issue to the holders of ordinary shares
in proportion (as nearly as may be practicable) to their respective holdings but subject to such exclusions or other
arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements,
record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory
body or stock exchange; and
b)
the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal
amount of £90,000 (consisting of 900,000,000 ordinary shares of 0.01 pence each).
The power granted by this resolution will expire on the conclusion of the Company’s next Annual General Meeting (unless
renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry, make
offers or agreements which would or might require equity securities to be allotted after such expiry and the directors may
allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this
resolution has expired.
This resolution revokes and replaces all unexercised powers previously granted to the directors to allot equity securities as
if section 561(1) of the 2006 Act did not apply but without prejudice to any allotment of equity securities already made or
agreed to be made pursuant to such authorities.
Members of the Company are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote at a
general meeting of the Company. The attention of members is drawn to the Proxy Notes and Instructions on page 54 regarding
attendance restrictions.
By order of the Board.
Rod Venables
Company Secretary
9 December 2021
Registered Office: Sunrise House, Hulley Road, Macclesfield, Cheshire SK10 2LP United Kingdom
COVID-19: Attendees, please see information in the Explanatory Notes on page 53.
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Annual General Meeting - Explanatory Notes
The Annual General Meeting of Tertiary Minerals plc will be held at 10.00 a.m. on Friday, 28 January 2022 at Arundel House,
6 Temple Place, London WC2R 2PG.
The Directors consider that the proposed resolutions contained in the Notice of AGM are in the best interests of the Company
and shareholders as a whole and unanimously recommend that you vote in favour of them, as they intend to do in respect of
their own shareholdings.
The business of the meeting is as follows:
ORDINARY BUSINESS
Resolution 1
The Board is required to present to the meeting for approval the Accounts and the Reports of directors and the Auditor for the
year ended 30 September 2021 which can be found on pages 5 to 33.
Resolution 2
Mr P B Cullen will be retiring as a director of the Company in accordance with the Articles of Association, having been appointed
as Managing Director on 14 September 2021. Mr Cullen offers himself for election and the Board recommends that he be
elected.
Resolution 3
Dr M G Armitage will be retiring as a director of the Company in accordance with the Articles of Association, having been
appointed as a Non-Executive Director on 28 January 2021. Mr Armitage offers himself for election and the Board recommends
that he be elected.
Biographical details of the directors can be found on page 19.
Resolution 4
The Company’s Auditor, Crowe U.K. LLP is offering itself for reappointment and if elected will hold office until the conclusion of
the next Annual General Meeting at which accounts are laid before shareholders. This resolution will also authorise the directors
to fix the remuneration of the Auditor.
SPECIAL BUSINESS
Resolution 5
This resolution is to give the directors authority to issue shares. The last such authority was put in place at the Annual General
Meeting of shareholders held on 28 January 2021 but it will expire at the coming Annual General Meeting.
Section 551 of the Companies Act 2006 requires that directors be authorised by shareholders before any share capital can be
issued.
At this stage in its development the Company relies on raising funds from the equity markets, through the issue of shares, from
time to time and unless this resolution is put in place the Company will not be in a position to continue to raise funds to continue
its activities.
If given, this authority will expire at the conclusion of the Annual General Meeting in 2023.
Resolution 6
This resolution will be proposed as a Special Resolution in the event that Resolution 5 is passed by shareholders. Resolution 6
is proposed to give the directors authority to issue shares other than by way of rights issues which are, for regulatory reasons,
complex, expensive, time consuming and impractical for a company the size of Tertiary Minerals plc.
A similar authority granted at the General Meeting of shareholders held on 24 March 2021 is due to expire at the coming Annual
General Meeting.
The resolution will, if passed, authorise directors to allot shares or grant rights over shares of the Company where they propose
to do so for cash and otherwise than to existing shareholders pro rata to their holdings, for example through share placings.
If given, this authority will expire at the conclusion of the Annual General Meeting in 2023.
COVID-19: Attendees, please see information in the Explanatory Notes overleaf.
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Stock Code: TYM
COVID-19
We are keen to welcome shareholders in person to our 2022 Annual General Meeting, particularly given the constraints we
faced in 2021 due to the COVID-19 pandemic. At the date of this report, it is possible to allow shareholders to attend the AGM
and therefore we are proposing to welcome shareholders within safety constraints and in accordance with any applicable
government guidelines in place at that time.
However, we would like to request that shareholders inform us by registering their attendance in advance of the AGM by
emailing: info@tertiaryminerals.com in order that we have an idea of numbers attending. This will enable us to better manage
attendee safety by having sufficiently large meeting facilities.
Given the constantly evolving nature of the COVID-19 situation, should circumstances change before the time of the AGM we
want to ensure that we are able to adapt arrangements within safety constraints and in accordance with government guidelines.
Should we have to change arrangements, we will issue a further communication via the Regulatory Information Service. As
such, we strongly recommend shareholders monitor such communications, which can also be found on the Company’s website.
Shareholders wishing to appoint a proxy are encouraged to appoint the Chair as their proxy with their voting instructions.
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Voting at the Annual General Meeting,
Electronic Voting, Proxy Notes and Instructions
The following notes explain your general rights as a shareholder and your right to attend and vote at the Annual General
Meeting or to appoint someone else to vote on your behalf.
1. To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number
of votes they may cast), shareholders must be registered in the Register of Members of the Company at close of trading
on Wednesday 26 January 2022. Changes to the Register of Members after the relevant deadline shall be disregarded in
determining the rights of any person to attend and vote at the Meeting.
2. Shareholders, or their proxies, intending to attend the Meeting in person are requested, if possible, to arrive at the Meeting
venue at least 15 minutes prior to the commencement of the Meeting at 10.00 a.m. (UK time) on Friday 28 January 2022
so that their shareholding may be checked against the Company’s Register of Members and attendances recorded.
3. Shareholders are entitled to appoint another person as a proxy to exercise all or part of their rights to attend and to speak
and vote on their behalf at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting provided
that each proxy is appointed to exercise the rights attached to a different ordinary share or ordinary shares held by that
shareholder. A proxy need not be a shareholder of the Company.
4.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint
holders appear in the Company’s Register of Members in respect of the joint holding (the first named being the most
senior).
5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy
will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
6. Shareholders can vote:
(cid:129) by logging on to www.signalshares.com and following the instructions to appoint one or more proxies and direct
your votes.
(cid:129) by hard copy Form of Proxy. You may request a hard copy Form of Proxy directly from the Registrars, Link Group, on
Tel: 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to
Friday excluding public holidays in England and Wales.
(cid:129) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the
procedures set out below.
(cid:129) by attending the meeting and voting in person (please see COVID-19 information in the Explanatory Notes on page 53).
In order for a proxy appointment to be valid a Form of Proxy must be completed. In each case the Form of Proxy must be
received by the Registrars, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL by 10.00 a.m. on
Wednesday 26 January 2022.
7.
If you return more than one proxy appointment, either by paper or electronic communication, the appointment received last
by the Registrars before the latest time for the receipt of proxies will take precedence. You are advised to read the terms
and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them
will not be disadvantaged.
8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do
so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual
(available from www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and
those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.
9.
54
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message
(a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s
specifications and must contain the information required for such instructions, as described in the CREST Manual. The
message must be transmitted so as to be received by the issuer’s agent (ID RA10) by 10.00 a.m. on
Wednesday 26 January 2022. For this purpose, the time of receipt will be taken to mean the time (as determined by the
timestamp applied to the message by the CREST application host) from which the issuer’s agent is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies
appointed through CREST should be communicated to the appointee through other means.
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Stock Code: TYM
10. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK
& Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings
and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the
CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has
appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action
as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In
this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in
particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The
Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
11. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf
all of its powers as a shareholder provided that no more than one corporate representative exercises powers in relation to
the same shares.
12. You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided in
either this Notice or any related documents (including the Form of Proxy) to communicate with the Company for any
purposes other than those expressly stated.
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Shareholder Notes
56
Tertiary Minerals plc Annual Report and Accounts 2021
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Contents
Our Performance
Chairman’s Statement 3
Strategic Report
Organisation Overview 5
Financial Review and Performance 5
Operating Review 6
Risks & Uncertainties 12
Section 172 (1) Statement 14
Our Responsibilities
Directors’ Responsibilities 16
Directors’ Report 16
Board of Directors 19
Corporate Governance 20
Chairman’s Overview 20
Corporate Governance Statement 21
Audit Committee Report 23
Remuneration Committee Report 24
Nomination Committee Report 24
Our Financials
Independent Auditor’s Report to the Members of Tertiary Minerals plc 25
Consolidated Income Statement 29
Consolidated Statement of Comprehensive Income 29
Consolidated and Company Statements of Financial Position 30
Consolidated Statement of Changes in Equity 31
Company Statement of Changes in Equity 32
Consolidated and Company Statements of Cash Flows 33
Notes to the Financial Statements 34
Annual General Meeting
Notice of Annual General Meeting 51
Annual General Meeting - Explanatory Notes 52
Voting at the Annual General Meeting, Electronic Voting,
Proxy Notes and Instructions 54
Company Information IBC
Company Information
Tertiary Minerals plc (AIM – EPIC: TYM)
Company No. 03821411
Stock Code: TYM
Head Office
Silk Point
Queens Avenue
Macclesfield
Cheshire
SK10 2BB
United Kingdom
Tel: +44 (0)1625 838679
Fax: +44 (0)1625 838559
Auditor
Crowe U.K. LLP
3rd Floor
The Lexicon
Mount Street
Manchester
M2 5NT
United Kingdom
Nominated Adviser & Broker
SP Angel Corporate Finance LLP
Prince Frederick House
35-39 Maddox Street
London
W1S 2PP
United Kingdom
Registrars
Link Group
10th Floor, Central Square
29 Wellington Street
Leeds LS1 4DL
United Kingdom
Registered Office
Sunrise House
Hulley Road
Macclesfield
Cheshire
SK10 2LP
United Kingdom
Company website:
www.tertiaryminerals.com
Bankers
National Westminster Bank plc
2 Spring Gardens
Buxton
Derbyshire
SK17 6DJ
United Kingdom
Joint Broker
Peterhouse Capital Limited
3rd Floor
80 Cheapside
London
EC2V 6EE
United Kingdom
Solicitors
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
United Kingdom
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Tertiary Minerals plc Annual Report and Accounts 2021
www.tertiaryminerals.com
262380 Tertiary Minerals Cover.qxp 14/12/2021 17:58 Page 1
Tertiary Minerals plc
Silk Point
Queens Avenue
Macclesfield
Cheshire
SK10 2BB
United Kingdom
Tel: +44 (0)1625 838679
Fax: +44 (0)1625 838559
www.tertiaryminerals.com
Company No. 03821411
Annual Report and Accounts
for the year ended 30 September 2021