Vast Resources Plc
60 Gracechurch Street
London, EC3V 0HR
United Kingdom
info@vastresourcesplc.com
+44 (0) 1622 816918
www.vastresourcesplc.com
Report & Accounts
2017-2018
ROMANIA
Cârlibaba
Manaila Polymetallic Mine
Iacobeni (Processing Plant)
Mâgura Neagra
Piciorul Zimbrului
Blueberry Project
Baita Plai
Bucharest
ZIMBABWE
Eureka Gold Mine
Harare
Pickstone-Peerless Gold Mine
Giant Gold Mine
Marange
Designed by:
www.wren-design.co.uk
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Overview of the Year
Vast Resources plc (‘Vast’ or the ‘Group’) has refocussed its strategy towards expanding its
footprint in both Romania and Zimbabwe through the acquisition and development of
complementary assets employing where possible non-dilutive financing structures. In
Romania, the Group’s polymetallic mining base has been expanded with resource upgrades
and the development of existing licences and in addition, post period end, by a stake in a
polymetallic gold project in the ‘Golden Quadrilateral’ of western Romania. In Zimbabwe,
post year end, a stake was acquired in a historic gold mine and also initiatives were taken to
resuscitate the Group’s diamond interests. Production at Vast’s two operational mines, the
Manaila Polymetallic Mine (‘MPM’) in Romania and the Pickstone-Peerless Gold Mine (‘PPGM’)
in Zimbabwe increased over prior year levels.
Financial
•
29% increase in revenue to US$30.7 million (2017: US$23.8 million).
•
•
•
•
Profit from operations of US$2.017 million (2017: Loss of US$1.661 million).
A loss of US$12.5 million on the sale of a Zimbabwe subsidiary’s loans contributed to the US$18.7 million
comprehensive loss attributable to shareholders.
Romania operations continued to be a net cash absorber as delays in the award of the Baita licence
adversely impacted the Group’s financial results.
Cash balance at period end of US$1.300 million (2017: US$1.326 million).
Post period end:
•
Cash balance at 25 September 2018 of US$0.632 million in the Group. There was an overdraft of US$1.464
million in the account of Breckridge Investments (Private) Limited (‘Breckridge’) in Zimbabwe.
Operational Development
•
JORC Resource estimate published at MPM upgraded to 4.6Mt (Indicated and Inferred) of which 3.589Mt
was Indicated, representing an increase of 209% over previous estimates.
•
•
•
•
Teething problems in commissioning the sulphide processing plant at PPGM resolved.
PPGM registered a record volume of milled ore at 295,424Mt and produced a record 20,938oz of gold.
MPM processed a mill feed of 106,488 tonnes, 9% higher than the prior year.
Planning underway to progress the Carlibaba extension to the MPM open-pit operation.
Post period end:
•
23.75% economic interest was acquired in the Eureka Gold mine in Zimbabwe.
•
•
•
•
•
•
29.41% economic interest was acquired in the Blueberry Polymetallic Gold project in Romania.
Plan approved to upgrade the truck-and-shovel fleet at MPM which is expected to significantly improve
delivered ore volumes.
6,969 Troy Ounces of gold produced at PPGM in quarter ended June 2018.
911 and 151 tonnes of copper and zinc concentrate respectively produced at MPM in quarter ended June 2018.
Access agreement with a view to concluding joint venture on Heritage Concession in Marange Diamond
Fields.
All documentation concerning Baita Plai Association Licence giving the right to mine at Baita Plai
pre-agreed and submitted to ANRM. Formal approval awaited.
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Funding
1 – Equity:
Fundraising share issues during the year: (gross proceeds before costs of issue):
$
296,391
1,250,844
1,628,716
3,175,951
£
Shares issued
Issued to
185,722
1,000,000
1,229,875
2,415,597
37,144,457
190,476,190
234,261,876
461,882,523
Exercise of warrants
Issued to investors
Open offer to existing shareholders
2 – Debt funding:
•
US$5.68 million was raised through loans from SSCG Africa Holdings Limited.
•
•
US$4.0 million was secured through a pre-payment offtake debt financing instrument with Mercuria
Trading SA (‘Mercuria’) as the first tranche of a US$9.5 million conditional facility.
US$1.68 million of debt was repaid to SSCG Africa Holdings Limited.
Management
•
Brian Basham did not seek re-election as a director at AGM 20 October 2017.
•
•
•
•
Resignation of Roy Pitchford as director and chief executive officer 31 December 2017.
Appointment of Andrew Prelea as Chief Executive Officer 1 January 2018.
Appointment of Will Maberly as Country Manager Zimbabwe 26 February 2018.
Appointments of Andrew Prelea and Craig Harvey as Executive Directors on 1 March 2018.
Post period end:
•
Appointment of Nicholas Hatch as non-executive director on 9 May 2018.
Political
•
Improved business environment in Zimbabwe following the appointment of new government.
•
Abolition of indigenisation laws in Zimbabwe for gold mining.
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Chairman’s Report
It gives me great pleasure to present my chairman’s report for the year ended 31 March 2018.
Strategic Highlights
This reporting year has seen an increase in turnover from US$23.8 million in 2017 to US$30.7 million. The
operating loss of US$1.6 million in 2017 has changed to a profit of US$2.0 million in 2018. The comprehensive
loss attributable to shareholders rose from US$3.7 million in 2017 to US$18.7 million of which US$12.5 million
was attributable to the loss on the sale of a Zimbabwe subsidiary’s loans.
The reporting year and the subsequent period have been very active. During the year we completed the effective
disposal of a 25% interest in the Pickstone-Peerless Gold Mine (‘PPGM’) and the acquisition of the remaining
49.9% of the Manaila Polymetallic Mine (‘Manaila’). Post year end we acquired a 23.75% interest in the Eureka
Gold Mine (Eureka’) in Zimbabwe which is planned to be in production by June 2019. We have also acquired an
effective 29.41% interest in the Blueberry Polymetallic Gold Project (‘Blueberry’) Romania and have agreed in
principle, subject to due diligence, to enter into a potentially significant joint venture on the Heritage Concession
in the Marange diamond fields in Zimbabwe.
We believe that we are at the point of finally being awarded the association licence giving us the right to mine
at Baita Plai Polymetallic Mine (‘BBPM’). The legal and bureaucratic delays in obtaining this have been extremely
frustrating and expensive for us. BBPM has significantly higher grade than Manaila and cash surpluses from
BBPM had been expected to fund the Group’s head office and administrative expense as well as to assist with
the re-capitalisation of Manaila. Instead BBPM itself has incurred a significant cost in the form of dewatering
and health and safety costs, and, more particularly in early periods, legal costs.
With the award of the Baita Plai association licence we believe we will immediately be able to complete the
second $5.5 million tranche of the $9.5 million prepayment offtake agreement with Mercuria Energy Trading
SA (‘Mercuria’). This is a milestone for the Group and has enabled us to reduce significantly the sums that we
would otherwise have needed to raise through equity.
The reporting year has seen the appointment of a new government in Zimbabwe which, post year end, has been
confirmed in office following a general election. Although there is yet much to be done in order for the country
to be on a firm financial footing, the arrival of the new government has created a more positive business
environment. Importantly for Vast, as a practical step, the indigenisation laws for all mining other than for
platinum and diamonds have been abolished - clearly significant for our interest in PPGM and Giant, and also,
following its acquisition, for Eureka. Indigenisation laws for diamonds are still in place, although amended, but
following a Presidential statement the law is widely expected to be either abolished or made more investor
friendly.
Romania
The improving trend experienced at Manaila in the first three quarters of the reporting year was interrupted by
extremely cold weather. The focus of activity at Manaila then moved to pre-stripping and plant maintenance
and repairs, in order to ensure a sustainable supply of product to satisfy the Mercuria offtake agreement
concluded on 21 March 2018. Mining operations at Manaila have suffered from intermittent slow-downs due
to periodic funding shortages; deficient excavating; inadequate transport assets and insufficient pre-stripping.
Post the year end conditions returned to normal and the improvement in production resumed, supported by
easier access to larger volumes of higher grade ores exposed by the high levels of pre-stripping. Production has
however still been restrained by breakdowns in the old equipment and, particularly, by a shortage of dumpers
and excavators in good working order. Management have approved a plan to upgrade the dumper and excavator
fleet and are confident once they are all delivered of improving the performance of Manaila such that
concentrate production targets agreed with Mercuria will be achieved.
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Zimbabwe
At PPGM, the volume of ore milled was adversely affected by heavy rainfall during February and also by a
planned slowdown to allow for experimentation with a new form of mill liner which in the event it was decided
not to use. Over the course of the year 295,424 tons of ore were milled compared to a target of 334,446 tons
and 239,199 tons of ore milled in the prior year period. Gold production was 20,938 ounces compared to the
target of 26,774 ounces and 16,500 ounces in the prior year period. Post year end gold produced and sold at
PPGM rose to their highest recorded levels exceeding the record levels previously achieved. The plant is currently
processing ore at a steady state in excess of 30,000 tonnes per month.
Directors and Management
Executives
Roy Pitchford resigned as Chief Executive Officer and from the Board with effect from 31 December 2017.
Andrew Prelea was appointed as Chief Executive Officer on the same date, and was appointed a Director on 1
March 2018. Andrew has managed the Group’s Romanian operations since they were acquired and has been
involved with the Group since 2013 spearheading the development of the Group’s Romanian portfolio. He has
developed extensive investor and public relations experience and has advised the Romanian government on
wide ranging high-level topics including social housing and economic policy. He has built a strong network of
contacts across the mining and metals industries in Europe and southern Africa, and in addition also to policy
makers and governmental authorities.
Craig Harvey was appointed to the Board on 1 March 2018 and has continued his existing role as Chief Operating
Officer of the Group. He now has a critical role to perform with the commissioning of the Baita Plai Mine and
also to bringing performance at Manaila up to its full potential.
Will Maberly was appointed as Country Manager for Zimbabwe on 26 February 2018. Will’s appointment is in
line with the Group’s updated strategy to increase its footprint in Zimbabwe, following the improved business
environment in the country after the appointment of the new government. Will, a full-time resident of
Zimbabwe, is one of Vast’s original shareholders, and since 2012 has acted as a consultant to the Group on
community and mining related issues.
Non-Executives
Mr Brian Basham did not seek re-election at the 2017 AGM, and therefore ceased to be a Director with effect
from 20 October 2017.
Nicholas (“Nick”) Hatch was appointed to the Board on 9 May 2018 as an Independent Non-Executive Director.
Nick has 35 years’ experience in mining investment banking, primarily as a mining analyst and in managing mining
& metals research and equities teams. He was most recently Director of Mining Equity Research at Canaccord
Genuity in London. Nick began his career with BP Minerals and Rustenburg Platinum Mines. Nick is a Chartered
Engineer and is a Fellow of the Institute of Materials, Minerals & Mining, the Geological Society (London) and
the Chartered Institute for Securities & Investment.
Funding
US$3.1 million was secured during the year through a share placing and open offer and supplemented by share
issues by way of the conversion of warrants issued in association with former capital raisings. US$4.0 million
was raised through the effective disposal of 25% of PPGM and Giant; US$1.0 million was raised as the balance
of a loan from Sub-Sahara agreed during the prior reporting year; and $1.68 million was raised from a further
short-term loan from Sub-Sahara. In addition, US$4.0 million was secured during the year through the Mercuria
pre-payment offtake agreement with US$1.68 million of debt being repaid therefrom.
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Chairman’s Report
continued
Corporate structure and strategy
Following the changes effected to the Board and the appointment of Andrew Prelea as CEO of the Group a
strategic review was undertaken. The Group is committed to and will expand its presence in both Romania and
Zimbabwe through the acquisition and development of complementary assets financed, except where there is
a very good reason to the contrary, by non-dilutive financing structures. Joint venture partnerships will be
pursued where strategically imperative and minority equity stakes will be held where appropriate. In Romania
the Group is poised to become a ‘first mover’ in re-establishing large-scale mining operations. In Zimbabwe, in
the light of the improved business climate the footprint will be expanded and we anticipate resuscitating
abandoned but potentially lucrative opportunities there. The Group will rely on its management expertise,
extensive local knowledge and contacts in both countries to develop greenfield and particularly brownfield
mining opportunities. The post year end acquisitions of stakes in Eureka and in Blueberry and also the JV
agreement on the Heritage Concession are examples of this strategy.
There is no current plan to establish separate listed companies in Romania and Zimbabwe although of course
all opportunities will be kept constantly under review.
Appreciation
The continued support of shareholders is appreciated. Following the award of the BBPM association licence the
Group expects that operations in Romania will become cash generative soon after BBPM is commissioned. In
addition, the Board is cognisant of the need to remit funds from Zimbabwe in the coming years.
To fellow directors, past and present, thank you for your advice and support, and to management and staff in
both Romania and Zimbabwe for their continued efforts on behalf of the Company.
Brian Moritz
Chairman
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Strategic Report
Principal activities, review of business and future developments
Vision
The vision of the Group is to become a mid-tier mining group; one of the largest polymetallic (copper/zinc)
producers in Eastern Europe; and a major player in the re-emergence of the mining industry in Zimbabwe, where
the Group intends to retain and expand an interest in a growing gold and diamond production portfolio.
Principal activities
The Group is a diversified mining group with, in Romania, an operating open-pit polymetallic mine and an
underground polymetallic mine in the course of being commissioned, and, in Zimbabwe, an operating open pit
gold mine, an historic gold mine in development prior to re-opening and a diamond concession under due
diligence review in preparation for a joint venture. In both jurisdictions the group holds further mineral claims
or other interests which are under investigation.
Review of business
Romania
Manaila Polymetallic Mine together with extensions (‘Manaila’) (100% effective interest)
Insufficient funding for pre-stripping activity together with a planned stoppage of operations depressed mill
feed volumes to below the targeted 15,000 tonnes per month. Plant overheads were not fully recovered
resulting in cash costs of concentrate exceeding realisable sales values per tonne.
The Manaila copper head grade was in decline in the final quarter of calendar 2017. A decision was made to
limit normal activities in favour of reconsolidation work in December and January. To facilitate a steady supply
of ore at an acceptable head grade a programme of intensive drilling, blasting and pre-stripping to gain access
to the high-grade massive sulphide orebody was undertaken. Normal mining activities resumed in March.
Management has highlighted inadequate in pit ore haulage capacity as a key issue in need of remedial action.
Cost effective conveyance of the required ore volumes from the pit operations to the on-site stockpiles at the
mine has been sporadic and often unreliable. Measures agreed post year end for a new dumper and excavator
fleet will ensure, when fully implemented, that ore and waste excavation activities will no longer be a limiting
factor in achieving the targeted mill feed of 15,000 tonnes per month.
A key strategic objective is to significantly increase the Group’s resource base. A programme of drilling
undertaken in 2017 has proven the potential of opening a second open-pit mining operation at the Carlibaba
section of Manaila. A JORC-compliant Resource statement confirmed an Indicated and Inferred mineral resource
of 4.6Mt suitable for open-pit mining. This is an increase of 78% over the July 2016 estimate. Open-pit mineral
resources in the Indicated category increased 209% to 3.589Mt. The total underground Indicated and Inferred
mineral resource was determined at 1.081Mt, an overall increase of 249% compared to the July 2016 estimate.
Underground mineral resources in the Measured and Indicated category were determined at 0.399Mt, an
increase of 299% over July 2016. The implied mine life is 11 years based on the open-pit and underground
Indicated mineral resources at a rate of 30,000 tonnes per month.
The February 2018 JORC statement and expansion plans were major contributory factors in securing the US$9.5
m financing Pre-Payment Offtake Agreement concluded on 21 March 2018 with global energy and commodity
trading company, Mercuria Energy Trading SA (‘Mercuria’).
Plans are underway to configure and construct a cost-effective metallurgical processing facility proximal to
future mining operations to deal with the projected increased ore supply at Manaila both from the original pit
and from the Carlibaba extension. Geological studies, a topographical survey and documentation for the
expansion of the mine in to the Carlibaba area have been completed. New equipment will also be required once
the new metallurgical processing plant at Manaila is built and the new open pits in the Carlibaba extension are
operational. The tender file for civil works design, technical design and environmental impact study related to
the new metallurgical plant has been completed. Land acquisition and consolidation is also in progress.
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Strategic Report
continued
Baita Plai Polymetallic Mine (‘BPPM’) (Group 80% effective interest; Directors 10%)
The protracted delays in the grant of the BPPM mining association licence have negatively impacted the Group’s
results in Romania and have been a major cause of the need to raise supplemental debt and equity funds in the
course of the reporting year and subsequently thereto. Following intensive negotiations between the
Government, related agencies and Baita SA, holder of the head licence, it is believed that the Association Licence
is at the point of final approval from the State Mining Regularity Body (ANRM). Management now anticipates
that mining will be able to start within three months, and processing within six months. Funding required to
rehabilitate the infrastructure, improve safety, and expand the galleries will be covered by part of the ‘Tranche
B’ US$5.5 million draw down of the Pre-Payment Offtake Agreement with Mercuria.
During the reporting year expenditure at BPPM has been incurred for care and maintenance requirements
(particularly dewatering) to meet health and safety regulations, and also for some capital refurbishment and
expenditure in order to reduce the time period required to start mining.
Blueberry Polymetallic Gold Project (‘Blueberry’) (29.41% effective interest)
Post year end the Group has acquired an effective 29.41% interest through EMA Resources Ltd in a brown field
perimeter in the ‘Golden Quadrilateral’ of Western Romania on which historic work has demonstrated
prospectivity for gold and polymetallic minerals. The Group is directing exploration on the perimeter with a
view to establishing a JORC Resource sufficient to justify an independent IPO. The Group is in the process of
arranging third party finance for this.
Other Romania prospects
Work is in progress on extending our footprint in Romania through our current claims at Magura Neagra and
Piciorul Zimbrului (also collectively known as ‘Zagra’) where we are preparing a drilling programme to commence
in Q4 calendar 2018 in order to finalise the prospecting licence with a view to obtaining the exploration license
in Q1 2019 and developing deposits into future sources of ore.
The Group believes exploitation of the many mining opportunities that have become dormant over the last two
decades should be an attractive prospect for global mining players seeking to capitalise on the projected
increase in demand globally for copper occasioned by the global transition to clean energy and electric vehicles.
The Group’s ‘first mover position’ in Romania has been in evidence in attracting interest in resuscitating the
large-scale polymetallic resource projects in Romania. Discussions have been held with global mining players to
leverage off their financial strength and expertise to jointly exploit these considerable opportunities.
Zimbabwe
Pickstone-Peerless Gold Mine (‘PPGM’) (25.01% effective interest)
PPGM continued to generate free cash flow. This has largely been re-invested in expansion of plant capacity,
and post year end in Eureka. Profit before tax exceeded the prior year level by 4%. A substantial increase over
prior year level was recorded in tonnage milled and gold production despite some weather-related disruptions
and a planned downturn due to experimentation with rubber liner mill technology. Cash costs per ounce of gold
produced rose to $880/oz from the $819/oz registered in the prior year period which increase was due to a
higher stripping ratio producing higher volumes of waste in the reporting year. As the mine approaches the end
of the payable oxide ore body, mill feed grades are declining compared to the prior year necessitating increased
stripping activity.
Post year end the new sulphide plant was completed but has not yet been hot commissioned as there has
continued to be sufficient supply of oxide ore - the mine has been processing oxide ore at levels between 31,000
and 35,000 tonnes per month. Elevated levels of pre-stripping currently are being undertaken to expose the
sulphide ore bodies.
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Eureka Gold Mine (‘Eureka’) (23.75% effective interest)
Eureka is a modern gold mine originally designed to produce up to 70,000oz of gold (‘Au’) per annum from an
open- pit operation. The mine has significant resources: a NI43-101 compliant Mineral Resource (dated 2012)
of 22.3Mt at an average grade of 1.90g/t Au for 1,367,600oz Au contained, of which 13.4Mt is an Indicated
Mineral Resource at an average grade of 1.78g/t Au for 1,081,700oz Au contained. The mine has a 1.8Mtpa
processing plant and associated infrastructure in-situ. Prior to acquisition the mine was on care-and-
maintenance.
Multiple work programmes have been undertaken post year end in preparation for restoring Eureka to
production. Design plans for the mine and processing operation have been finalised, and it is planned that
production should commence by the end of June 2019. The start-up is being funded by surplus cash from PPGM
and will be further funded by credit facilities that are in the course of being established.
Giant Gold Mine (‘GGM’) (25.01%)
Evaluation of GGM, located 28km from PPGM, which has a current JORC-compliant inferred resource of
500,000oz of gold, continued in the year under review.
Heritage Concession – Marange Diamond Fields
Post year end following an exclusive access agreement with a view to concluding a joint venture the Group is
carrying out due diligence on the Heritage Concession where the Group’s prospective joint venture partner has
an undertaking from the Government of Zimbabwe for a licence to mine diamonds. The Heritage Concession is
close to the Group’s historic Marange Diamond Field claims and is understood to be an extension of the same
geological system.
Corporate
The past year was marked by intensive corporate activity to secure funding with as little dilution to shareholders
as possible in order to unlock the considerable potential of the Group’s footprint in Romania. In addition,
opportunities to pursue deals accretive to shareholder value were researched in Zimbabwe and concluded post
year end.
The funding package with Sub-Sahara Goldia Investments (‘Sub-Sahara’) and which included an effective
divestment of 25% of PPGM and GGM reported in the last reporting year was completed in June 2017. Following
the completion of the acquisition of the remaining 49.9% of Sinarom Mining Group SRL, the owner of Manaila,
in May 2017 a further short-term loan from Sub-Sahara for $1.68 million was obtained pending negotiations
that were in progress for a two stage investment from a potential Romanian investment partner of $10 million.
This transaction in the event never proceeded. There was then a placing and an open offer of $2.25 million in
aggregate and the investment transaction was replaced by the Mercuria prepayment offtake transaction which
comprised:
•
•
exclusive off-take for up to 100% of the copper and zinc concentrate produced at Manaila and BPPM on
pricing terms significantly more attractive than those in the previous off-take contract, and
pre-payment finance of US$9.5 million drawn down as tranche A US$4 million in March 2018 and subject
to due diligence, tranche B US$5.5 million at such later date as agreed.
Part of Tranche A of the Mercuria finance was used to repay the Sub-Sahara $1.68 million short term loan, and
partial early repayment terms of the $4 million long term Sub-Sahara loan were also agreed with Sub-Sahara
who in turn agreed to release some of its security for the $4 million loan in favour of Mercuria in order to allow
the Mercuria transaction to proceed.
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Strategic Report
continued
Post year end
In Zimbabwe, the Group leveraged off its holding in PPGM to acquire an effective 23.75% economic interest in
Eureka. The Group’s management in Zimbabwe played a key role in sourcing this deal.
The acquisition was through the Group’s 25.01% subsidiary Dallaglio Investments (Pvt) Ltd (‘Dallaglio’) which
acquired a 95% interest in Delta Gold (Pvt) Ltd (‘Delta’) which owns Eureka. The US$4.485 million purchase price
was financed by a loan from Sub-Sahara to Dallaglio secured on the shares of Dallaglio, and so was without
recourse to the Group’s assets outside Zimbabwe. The results of Delta are expected to be consolidated in the
Group accounts but this acquisition is not expected to have a material impact on the Group’s financial results
over the current reporting period.
Following a long held historic diamond mining interest in Zimbabwe, in May 2018 a Memorandum of
Understanding was signed with Botswana Diamonds plc to jointly develop and exploit diamond resources in
Zimbabwe. The Group possesses a Zimbabwe diamond data base whereas Botswana Diamonds plc has expertise
in diamond exploration, development and mining.
In August 2018 a Memorandum of Understanding was concluded with Red Mercury (Pvt) Ltd, a company owned
by a Community Share Ownership Trust under the laws of Zimbabwe for exclusive access to a diamond
concession (‘the Heritage Concession’) in the Marange Diamond Fields which is unmined.
In August 2018 a 29.41% economic interest in Blueberry was acquired via EMA Resources Ltd. The Group is not
required to provide funding for this project and the acquisition is not expected to have a material impact on
the Group’s financial results over the next 18 months. This equity holding is not expected to be classified a
subsidiary of the Group.
Strategy
The Group’s strategy is to:
•
•
•
•
•
•
•
•
•
grow organically; through acquisitions financed principally by third parties into a mid-tier mining company;
focus on optimising operations to produce positive cash flow;
create a base where it is cash flow positive;
add value to operations by increasing resources and reserves;
attract appropriate joint venture partners and public institutions to invest in the Group and projects of
mutual interest;
if expedient, hold significant minority stakes in new ventures;
finance growth, where possible in a non-dilutive manner;
maintain exposure to Zimbabwe and Romania where the Group has acquired in-depth country knowledge;
and
follow up on a long held historic diamond mining interest in Zimbabwe.
The funding plans of the Group have been severely compromised by the major delay in obtaining the BBPM
association licence. The Group continues to require funding to support a US$2.0 million per annum UK corporate
overhead (which includes considerable project related expenditure), the local office in Romania, and operations
at Manaila until all the new dumpers and excavators are in commission. The overhead cost is likely to increase
in the light of new projects being undertaken although this cost should be partly financed by fees from new
projects such as Blueberry.
Management believes that delivering in the next two years on a fully operational BPPM and a second open-pit
at Manaila with a new metallurgical processing facility will increase production volumes appreciably and reduce
ore transportation and processing costs per tonne. These initiatives will contribute towards achieving economies
of scale and favourably transform the financial metrics of the Group.
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251762 Vast Resources R&A pp04-pp14.qxp 27/09/2018 17:45 Page 11
Capex for the new metallurgical processing facility at Manaila and for BBPM will be provided by the Mercuria facility.
PPGM, unlike Manaila, has had the benefit of ‘state of the art plant’ and on account of local banking facilities
has been self-financing and is generating significant cash flow which, as mentioned above, is at present
effectively ring fenced to support the acquisition of and capital expenditure on Eureka.
Eureka is not expected to require funding other than from PPGM and from local credit facilities.
In the light of the new climate in Zimbabwe the Group is increasingly looking at new projects which are likely to
require a management cost in Zimbabwe not covered by PPGM, and also seed costs, including in some cases
cash deposits, on potential new projects. To the extent that this cannot be financed from fees from new projects
this may have to be financed from new equity. In the case of the joint venture on the Heritage Concession,
should the due diligence result favourably as management expects, then it may be decided that it is in the
interest of shareholders that initial capital expenditure will be financed by the Group rather than through third
parties. Should the Heritage Concession develop positively, cash surpluses should arise, some of which the Group
is confident should be capable of repatriation so as to be paid to the Group as dividends.
Key performance indicators
In executing its strategy, the Board considers the Group’s key performance indicators to be:
•
Cash cost per tonne milled
–
–
–
Cash cost per tonne is derived from aggregate cash costs divided by tonnes milled and measures
productivity.
For PPGM the cash cost for the year was $62/t, 8% higher than the 2017 result;
For Manaila the cash cost for the year was $42/t, 12% lower than the 2017 result.
•
Cash costs per ounce sold for gold and per tonne sold for concentrate
–
–
–
Cash cost per ounce sold is calculated by dividing aggregate cash cost by gold ounces produced or
concentrate tonnes produced.
For PPGM the cash cost was $880/t, 7% higher than the 2017 result;
For MPM the cash cost was $1471/t, 12% lower than the 2017 result.
•
Plant utilisation as in targeted production volumes processed
–
–
PPGM processed a mill feed of 295,424 tonnes for the year, 23% higher than the 2017 level. The
targeted plant throughput in 2018 was 334,446 tonnes per annum;
Manaila processed a mill feed of 106,488 tonnes for the year, 9% higher than the 2017 level.
•
Total resources and reserves.
–
–
–
–
These measure our ability to discover and develop new ore bodies, including through acquisition of
new mines, and to replace and extend the life of our operating mines.
In Zimbabwe, continual evaluation of dormant operations takes place with a view to supplementing
the mineral resource base in that country. The Group is also pursuing a strategy of acquiring mining
assets with defined resources and reserves.
In the year under review at Manaila, the drilling programme proved up the potential for a second
open pit. Details of resources have been set out in a JORC statement.
A drilling programme is planned in Q4 calendar 2018 to extend the Group’s resource foot print
beyond the bounds of the present Carlibaba Manaila extension licence areas.
•
The rate of utilisation of the Group’s cash resources. This is discussed further below.
VAST RESOURCES 11
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Strategic Report
continued
Cash resources
As can be seen from the statement of financial position, cash resources for the Group at 31 March 2018 were
approximately US$1.3 million (2017: US$1.3 million). During the year, the cash outflows from operations were
US$0.6 million (2017: US$2.9 million inflow) and the inflows from financing activities were a net US$8.1 million
(2017: US$6.1 million), after the repayment of borrowings of US$4.1 million (2017: US$3.4 million). Against this,
the outflows from investing activities were US$7.5 million (2017: US$9.0 million). The Directors monitor the
cash position of the Group closely and seek to ensure that there are sufficient funds within the business to allow
the Group to meet its commitments and continue the development of the assets. During the year to 31 March
2018, of the US$12.2 million (2017: US$9.4 million) of financing raised from share issues and loan drawdowns,
US$9.2 million (2017: US$8.8 million), or 75%, was spent on directly developing the three mining properties in
Romania and Zimbabwe. (Manaila, PPGM and BPPM).
•
•
The Directors closely monitor the development of the Group’s assets and focus on ensuring that the
regulatory requirements of the licences are in good standing always and that any capital expenditure on
the assets is closely controlled and monitored. Details of the Group’s spend on capital items in the year
are set out in note 10 of the financial statements.
The loss after tax arising from continuing operations during the year was US$15.5 million (2017:
US$3.6 million) including a US$12.5 million loss on the sale of a subsidiary’s loan which did not impact cash
flow. However, over the year there was net cash used by operations of US$0.6 million as a result of a
US$4.4 million net investment in working capital. The Group raised fresh share capital of US$3.1 million
(2017:US$4.2 million), raised new loan finance of US$9.2 million (2017: US$5.3 million) and retired debt of
US$4.1 million (2017: US$3.4 million). The net capital expenditure on the development of mine properties
was US$9.2 million (2017: US$8.8 million). There was no overall increase in cash available to the Group.
(2017: US$0.5 million increase).
Principal risks and Uncertainties
The Board has identified the following as being the principal strategic and operational risks (in no particular
order of priority):
•
•
Risk – Going concern
The Group will require more cash for its near term investment purposes – particularly for the development
of BPPM and for the expansion of Manaila operations to achieve planned increases in mining and
production capacity and also possibly for Zimbabwe diamond investment. The Group is expecting Tranche
B of the Mercuria Pre-Payment Agreement very shortly and is otherwise confident that it will be able to
raise cash whether by offtake; debt finance, joint venture partner equity, share issues or otherwise.
However, these initiatives could fail. The inability to have funds externalised from Zimbabwe to the Group’s
treasury in the United Kingdom exacerbates the Group’s dependence on equity and debt raises to fund
corporate overheads and funding shortfalls in Romania. These factors together with unseasonal severe
climatic conditions, unforeseen delays in permitting for new mining or plant capacity, cost overruns or
adverse commodity price movements are indicative of the material uncertainties which may cast significant
doubt about the Group’s ability to continue as a going concern.
Mitigation/Comments
The Board will continue to engage providers of commodity trader finance, potential joint venture and
other investors in order for them to understand the fundamental strength of the Group’s business and
attract additional funding when required. The Board has demonstrated a prowess in fund raising over the
last two years. The Board also will, whenever possible, retain sufficient cash margin to offset contingencies.
Risk – Mining
Mining of natural resources involves significant risk. Drilling and operating risks include geological,
geotechnical, seismic factors, industrial and mechanical incidents, technical failures, labour disputes and
environmental hazards.
12 VAST RESOURCES
251762 Vast Resources R&A pp04-pp14.qxp 27/09/2018 17:45 Page 13
•
•
•
•
Mitigation/Comments
Use of strong technical management together with modern technology and electronic tools assist in
reducing risk in this area. Good employee relations are also key in reducing the exposure to labour disputes.
The Group is committed to following sound environmental guidelines and is keenly aware of the issues
surrounding each individual project.
Risk – Commodity prices
Commodity prices are subject to fluctuation in world markets and are dependent on such factors as mineral
output and demand, global economic trends and geo-political stability.
Mitigation/Comments
The Group’s management constantly monitors mineral grades mined and cost of production to ensure
that mining output becomes or remains economic. Mining and production shortcomings mentioned above
have been addressed in Romania and once output has stabilised at satisfactory levels, it will be possible to
hedge future price fluctuations by entering forward selling contracts. Beyond that, the Group aims to
become a low-cost producer of copper and zinc concentrate in Romania by adopting the expansion
strategy for Romania.
Risk – Management and Retention of Key Personnel
The successful achievement of the Group’s strategies, business plans and objectives depend upon its ability
to attract and retain certain key personnel.
Mitigation/Comments
The Group’s policy is to foster a management culture where management is empowered and where
innovation and creativity in the workplace are encouraged. To retain key personnel, the Company has
introduced a “Share Appreciation Right Scheme” for directors and senior executives which it will shortly,
once again, review to take account of all current circumstances.
Risk – Country and Political
The Group’s operations are based in Romania and Zimbabwe. Emerging market economies could be
subject to greater risks, including legal, regulatory, economic, bribery and political risks, and are potentially
subject to rapid change. In addition, the Group is exposed to tax risks in both Romania and Zimbabwe
which can arise from tax investigations such as that referred to in note 27. In addition, there are risks
particular to Zimbabwe arising from a scarcity of foreign exchange, difficulty with externalisation of funds
and the, now albeit mitigated, risk of indigenisation.
Mitigation/Comments
The Group’s management team is experienced in its areas of operation and skilled at operating within the
framework of the local culture in Romania and Zimbabwe to progress its objectives. In addition, in
Zimbabwe our co-investors, Grayfox and Sub-Sahara are well established locally and also experienced and
skilled in dealing with the authorities and local communities. The Group routinely monitors political and
regulatory developments in each of its countries of operation. In addition, the Group actively engages in
dialogue with relevant Government representatives to keep abreast of all key legal and regulatory
developments applicable to its operations. The Group has several internal processes and checks in place
to ensure that it is wholly compliant with all relevant regulations to maintain its mining or exploration
licences within each country of operation.
Risk – Social, Safety and Environmental
The Group’s success may depend upon its social, safety and environmental performance, as failures can
lead to delays or suspension of its mining activities.
Mitigation/Comments
The Group takes its responsibilities in these areas seriously and monitors its performance across these
areas on a regular basis.
VAST RESOURCES 13
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Strategic Report
continued
Outlook
In Romania it is believed that the position will be transformed by the commissioning of BBPM and the cash that
will be generated therefrom to support the Group’s activities. After the completion of the metallurgical
processing facility at Manaila, Manaila should also be transformed. The Group also looks forward to partnerships
with well funded partners on much larger projects which are currently under discussion.
In Zimbabwe, the Group is expanding its production profile by increasing processing capacity at PPGM. An
increase in annual milling tonnage to a sustainable 33,000 tonnes per month with a forecast grade increase to
3.0 g/t as oxide resources are depleted. The Group, in the course of the next year, will resuscitate the productive
capacity of dormant mining operations at Eureka. Management is also excited about reactivating the Group’s
interest in its diamond resources potentially unlocking considerable value to shareholders over time. In addition,
further gold and other mining opportunities are being examined.
The persistent shortage of funding in order to avoid shareholder dilution for the Group’s operations in Romania
has been a growth-limiting factor. We are determined that this issue will be overcome.
The short to medium term objective of the Group in Romania is to achieve economies of scale by having two
cash generating mines and in Zimbabwe to have three cash generative mines, whilst seeking to develop or
acquire additional and potentially larger mining operations in both countries, a large part of which to be financed
by third parties.
Trading in the Group’s shares is dominated by day traders and market makers. Our objective near term is to
encourage institutional investors to acquire meaningful stakes in the Group to mitigate share price volatility.
The outlook for the Group’s two main commodities, copper and gold, is encouraging.
The forecast global growth in electric vehicles is likely to create, over the next decade, a shortage of copper.
Whereas global supply and demand for copper is currently broadly balanced, world-wide there is a decline in
ore grades, while community resistance and water supply issues are holding back discovery and exploitation
such that management believes that current supply will be overtaken by demand in a few years placing upward
pressure on copper prices and spurring investment in new copper mining capacity.
In a world of political and economic uncertainty we believe the gold price will continue to be well supported in
coming years.
My thanks to fellow board members and management for the commitment and hard work that has been put
into the Group.
On behalf of the Board,
Andrew Prelea
Group Chief Executive Officer
14 VAST RESOURCES
251762 Vast Resources R&A pp15-pp24.qxp 27/09/2018 17:46 Page 15
Report of the Directors
The Directors present their report together with the audited financial statements for the year ended
31 March 2018.
Results and dividends
The Group statement of comprehensive income is set out on page 25 and shows the loss for the year.
The Directors do not recommend the payment of a dividend (2017: nil).
Financial instruments
Details of the use of financial instruments by the Company and its subsidiary undertakings are contained in
note 21 of the financial statements.
Directors
The Directors who served during the year and up to the date hereof were as follows:-
Roy Tucker
Roy Pitchford
Eric Diack
Brian Moritz
Brian Basham
Andrew Prelea
Craig Harvey
Date of Appointment
5 April 2005
7 April 2014
30 May 2014
3 October 2016
30 June 2017
1 March 2018
1 March 2018
Date of resignation
31 December 2017
20 October 2017
Directors’ interests
The interests in the shares of the Company of the Directors who served during the year were as follows:
Brian Basham *
Eric Diack
Craig Harvey
Brian Moritz
Roy Pitchford*
Andrew Prelea
Roy Tucker
Total
* Former director
31 March 2018
31 March 2017
Ordinary shares
–
–
5,650,000
–
–
18,438,736
31,607,029
55,695,765
Share options Ordinary shares
–
–
5,650,000
–
–
18,438,736
31,607,029
–
–
–
–
–
–
–
Share options
–
–
–
–
–
–
–
–
55,695,765
–
VAST RESOURCES 15
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Report of the Directors
continued
Employee Benefit Trust
The following shares are held in an unapproved Employee Benefit Trust. The Directors’ beneficial interest in
these shares is as follows:
Subscription
price
Outstanding at
31 March 2017
Exercised
during last
12 months
Granted
during last Outstanding at
31 March 2018
12 months
Exercisable
from
Roy Tucker
8.75p
1,500,000
9.00p
750,000
6.00p
2,750,000
Total
5,000,000
See note 23 for further details of the EBT.
–
–
–
–
–
–
–
–
1,500,000
750,000
2,750,000
5,000,000
50% Jul 2010
50% Jul 2011
50% Aug 2011
50% Aug 2012
50% Aug 2012
50% Aug 2013
Share Appreciation Rights Scheme
The following Directors have been granted rights under the Company’s Share Appreciation Rights Scheme:
In issue at
31 March 2017
Grant
date
Awarded
during Grant
year date
Exercised /
lapsed
In issue at
during year 31 March 2018
Vesting period
Start
Finish
William Battershill * 12,000,000 1 Jun 2015
–
(12,000,000)
–
31 Mar 2016
31 Mar 2019
Eric Diack
12,000,000 1 Jun 2015
–
–
Craig Harvey
1,250,000 1 Jun 2015
1,250,000 1 Jun 2015
–
–
–
5,000,000 1 Mar 2018
5,000,000 1 Mar 2018
–
–
9,000,000 1 Mar 2018
9,000,000 1 Mar 2018
–
–
–
–
–
–
–
12,000,000
5,000,000
5,000,000
1,250,000
1,250,000
9,000,000
9,000,000
31 Mar 2016
31 Mar 2019
31 Mar 2020
31 Mar 2016
31 Mar 2017
31 Mar 2019
31 Mar 2020
31 Mar 2019
31 Mar 2022
31 Mar 2023
31 Mar 2019
31 Mar 2020
31 Mar 2022
31 Mar 2023
Roy Pitchford *
20,000,000 1 Jun 2015
12,000,000 1 Jun 2015
–
–
(20,000,000)
(12,000,000)
–
–
31 Mar 2016
31 Mar 2017
31 Mar 2019
31 Mar 2020
Andrew Prelea
18,000,000 1 Jun 2015
–
–
Roy Tucker
10,000,000 1 Jun 2015
8,000,000 1 Jun 2015
–
–
–
18,000,000 1 Mar 2018
18,000,000 1 Mar 2018
–
–
9,000,000 1 Mar 2018
9,000,000 1 Mar 2018
–
–
–
–
–
–
–
18,000,000
18,000,000
18,000,000
10,000,000
8,000,000
9,000,000
9,000,000
31 Mar 2017
31 Mar 2019
31 Mar 2020
31 Mar 2016
31 Mar 2017
31 Mar 2019
31 Mar 2020
31 Mar 2020
31 Mar 2022
31 Mar 2023
31 Mar 2019
31 Mar 2020
31 Mar 2022
31 Mar 2023
94,500,000
82,000,000
(44,000,000)
132,500,000
* former director
See note 23 for further details of the SARS.
16 VAST RESOURCES
251762 Vast Resources R&A pp15-pp24.qxp 27/09/2018 17:46 Page 17
Directors’ remuneration
William Battershill*
Graham Briggs*
Brian Basham^
Eric Diack
Craig Harvey
Brian Moritz
Roy Pitchford *
Andrew Prelea
Roy Tucker
^ did not seek re-election at the 2017 AGM
* resigned during year
2018
$’000
–
–
9
30
15
26
173
18
145
416
2017
$’000
35
15
–
15
–
15
215
–
145
440
No part of the remuneration paid, (2017: nil) has been settled by issuing shares.
The Company has qualifying third party indemnity provisions for the benefit of the Directors.
Future developments
The Company’s plans for future developments are more fully set down in the Strategic Report, on pages 7 to 13.
Research and development
The area referred to as Carlibaba represents an extension of the existing Manaila (‘MPM’) orebody to the north
west. A surface diamond drilling campaign was completed during the period under review within this extension
area. This resulted in an increase in the mineral resources for the MPM/Carlibaba project as a whole and represents
the future of MPM going forward.
Preliminary studies have been completed and indicated the potential for an extension of the open mining to the
north west. Currently approvals for land acquisition and permits for the construction of a new polymetallic
processing plant adjacent to the open pits are being sought.
The economic potential of the Fanatea tailings storage facility was deemed to be marginal, and with the granting
of the right to mine underground at Baita Plai anticipated, the project was closed.
Disabled employees
The Group gives full consideration to applications for employment from disabled persons where the candidate’s
particular aptitudes and abilities are consistent with adequately meeting the requirements of the job.
Opportunities are available to disabled employees for training, career development and promotion.
Where existing employees become disabled, it is the Company’s policy to provide continuing employment
wherever practicable in the same or an alternative position and to provide appropriate training to achieve this aim.
Auditors
All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of
any information needed by the Group’s auditors for the purposes of their audit and to establish that the auditors
are aware of that information. The Directors are not aware of any relevant audit information of which the
auditors are unaware. Vast’s auditor, Crowe U.K. LLP, was initially appointed on 25 April 2016 and it is proposed
by the Board that they be reappointed as auditors at the forthcoming AGM.
VAST RESOURCES 17
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Report of the Directors
continued
Events after the reporting date
These are more fully disclosed in Note 29.
By order of the Board
Ben Harber
Secretary
27 September 2018
18 VAST RESOURCES
251762 Vast Resources R&A pp15-pp24.qxp 27/09/2018 17:46 Page 19
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Strategic Report, the Directors’ Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
Directors have elected to prepare the financial statements in accordance with International Financial Reporting
Standards (IFRSs’) as adopted by the EU and applicable law.
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 company and the group and of the profit or loss of the
group for that period. In preparing these financial statements, the Directors are required to:
•
•
•
•
select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group
and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Group 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 Report of the Directors and other
information included in the Annual Report and Financial Statements is prepared in accordance with applicable
law in the United Kingdom.
The maintenance and integrity of the Group’s website is the responsibility of the Directors; the work carried
out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept
no responsibility for any changes that may have occurred in the accounts since they were initially presented on
the website.
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.
VAST RESOURCES 19
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Independent Auditor’s Report to the Members of Vast
Resources Plc
Opinion
We have audited the financial statements of Vast Resources plc (the “Parent Company”) and its subsidiaries (the
“Group”) for the year ended 31 March 2018, which comprise:
•
•
•
•
•
the Group statement of comprehensive income for the year ended 31 March 2018;
the Group and parent company statements of financial position as at 31 March 2018;
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 financial statements is
applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion:
•
•
•
•
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 31 March 2018 and of the Group’s profit for the period then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
the parent company financial statements have been properly prepared in accordance with IFRSs as adopted
by the European Union as applied in accordance with the provisions of 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 related to going concern
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of
the disclosures made in ‘Basis of preparation and going concern assessment’ and ‘Areas of estimates and
judgement’ in the financial statements concerning the Group’s and Company’s ability to continue as a going
concern. Further funds will be required to finance the Group’s and Company’s working capital requirements
and the development of the Group’s Romanian assets. If cash flow from existing sources was not sufficient to
meet the Group’s commitments the Directors are confident that additional funds could be successfully raised
from other sources. However, there are no binding agreements in place to date. These conditions indicate the
existence of a material uncertainty which may cast significant doubt about the Group’s and Company’s ability
to continue as a going concern. The financial statements do not include the adjustments that would result if
the Group and Company were unable to continue as a going concern.
20 VAST RESOURCES
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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 as
a whole to be $400,000, based on 1% of the Group’s assets.
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 is set based on the audit materiality as adjusted for
the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard
to the internal control environment.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for related
party transactions and directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of $12,000. 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
Of the group’s reporting components, in addition to the Parent Company, we identified four components to
full scope audits for group purposes located in Romania and Zimbabwe. The components within the scope of
our work accounted for 98% of total assets and 100% of total revenue. The work on these components was
performed by component auditors.
We issued instructions to the component auditors which included the significant areas to be covered, including
the key audit matters detailed below, and the information to be reported back. We directly reviewed the audit
work performed by the component auditors, communicate the findings from our review and concluded on the
group reporting process.
We directly reviewed the audit work performed by the component auditors. We communicated our findings to
the component auditors and any further work required by us was then performed by the component auditor.
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.
In addition to the matter described in the ‘Material uncertainty related to going concern section, we have
determined the following key audit matters. This is not a complete list of all risks identified by our audit.
VAST RESOURCES 21
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Independent Auditor’s Report to the Members of Vast
Resources Plc
continued
Key audit matter
Revenue recognition
Revenue is recognised when the goods are
delivered to the buyer. Where the buyer
has a right of return, or if the buyer has a
right to adjust the quantum of payment
following assay or similar quality checking
procedures, the Group defers recognition
of an appropriate portion of revenue until
the right to return or adjust has lapsed.
There is a risk of revenue misstatement
particularly in relation to the judgement
involved in deferring the appropriate
portion of revenue.
Laws and regulations
As disclosed in Note 27 the Group is
involved in a number of disputes with
taxation authorities. We considered the
liabilities arising from such
risk that
disputes are not recognised in accordance
with accounting standards.
How the scope of our audit addressed the key audit matter
Our procedures included:
•
•
•
year agreeing
Detailed transaction testing for a sample of sales during
the underlying
them
the
documentation and confirmation of adjusted revenues
following assay;
to
Reviewing sales either side of the year end ensuring that
the income has been appropriately accounted for within
the correct period;
Obtained and re-performed the calculations for
deferred revenue challenging management on the
assumptions made.
We obtained and reviewed management’s assessment of the
likely outcome of on-going legal disputes, this included:
•
•
•
Assessment of the progress of the outstanding cases;
Reviewed board minutes and legal invoices for evidence
of additional legal disputes which we were not
previously made aware; and
Obtaining confirmations from the Group’s legal and
professional advisors where appropriate.
Carrying value of mining assets
The group holds mining assets in both of
its locations in Romania and Zimbabwe.
We have agreed a sample of additions during the year to
underlying supporting documentation considering whether
they have been appropriately capitalised.
We have considered the risk that the
mining assets are incorrectly capitalised or
impaired.
We have obtained and reviewed management’s impairment
assessment which comprises discounted cash flow projections
for each of the locations. We challenged the key assumptions
made my management which has included:
•
•
benchmarking of key assumptions to other available
market information; and
performing scenario analysis of the various underlying
assumptions.
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.
22 VAST RESOURCES
251762 Vast Resources R&A pp15-pp24.qxp 27/09/2018 17:46 Page 23
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.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the other information. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion based on the work undertaken in the course of our audit
•
•
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
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:
•
•
•
•
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.
Responsibilities of the directors for the financial statements
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the 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.
VAST RESOURCES 23
251762 Vast Resources R&A pp15-pp24.qxp 27/09/2018 17:46 Page 24
Independent Auditor’s Report to the Members of Vast
Resources Plc
continued
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.
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.
Stephen Bullock
(Senior Statutory Auditor)
for and on behalf of Crowe U.K. LLP
Statutory Auditor
London
27 September 2018
24 VAST RESOURCES
251762 Vast Resources R&A pp25-pp29.qxp 27/09/2018 17:46 Page 25
Group Statement of Comprehensive Income
for the year ended 31 March 2018
Revenue
Cost of sales
Gross profit
Overhead expenses
Depreciation and impairment of property, plant and equipment
Profit (loss) on sale of property, plant and equipment
Share option and warrant expense
Other administrative and overhead expenses
Profit (loss) from operations
Finance income
Finance expense
Loss on disposal of interest in subsidiary loans
Loss before taxation from continuing operations
Taxation charge
Total Loss after taxation for the year
Other comprehensive income
Items that may be subsequently reclassified to either profit or loss
Gain on available for sale financial assets
Exchange gain (loss) on translation of foreign operations
Total comprehensive loss for the year
Total loss attributable to:
– the equity holders of the parent company
– non-controlling interests
Total comprehensive profit (loss) attributable to:
– the equity holders of the parent company
– non-controlling interests
31 Mar 2018
Group
$’000
31 Mar 2017
Group
$’000
Note
2
23
4
13
5
30,688
(23,412)
7,276
(5,259)
(2,862)
(22)
(27)
(2,348)
2,017
42
(1,202)
(12,538)
(11,681)
(3,794)
(15,475)
3
(1,435)
(16,907)
(17,295)
1,820
(15,475)
(18,727)
1,820
(16,907)
23,767
(17,381)
6,386
(8,047)
(2,593)
81
(1,648)
(3,887)
(1,661)
105
(812)
–
(2,368)
(1,193)
(3,561)
3
750
(2,808)
(4,437)
876
(3,561)
(3,684)
876
(2,808)
Loss per share – basic and diluted
8
(0.36)
(0.13)
The accompanying accounting policies and notes on pages 30 to 65 form an integral part of these financial
statements.
VAST RESOURCES 25
251762 Vast Resources R&A pp25-pp29.qxp 27/09/2018 17:46 Page 26
Group Statement of Changes in Equity
for the year ended 31 March 2018
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26 VAST RESOURCES
251762 Vast Resources R&A pp25-pp29.qxp 27/09/2018 17:46 Page 27
Company Statement of Changes in Equity
for the year ended 31 March 2018
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statements.
VAST RESOURCES 27
251762 Vast Resources R&A pp25-pp29.qxp 27/09/2018 17:46 Page 28
Group and Company Statements of Financial Position
As at 31 March 2018
31 Mar 2018
Group
$’000
31 Mar 2017
Group
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31 Mar 2018
Company
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31 Mar 2017
Company
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Note
Assets
Non-current assets
Property, plant and equipment
Investment in subsidiaries
Investment in Joint venture
Loans to group companies
Deferred tax asset
Current assets
Inventory
Receivables
Available for sale investments
Cash and cash equivalents
Total current assets
Total Assets
Equity and Liabilities
Capital and reserves attributable
to equity holders of the Parent
Share capital
Share premium
Share option reserve
Foreign currency translation reserve
Available for sale reserve
EBT reserve
Retained deficit
Non-controlling interests
Total equity
Non-current liabilities
Loans and borrowings
Provisions
Deferred tax liability
Current liabilities
Loans and borrowings
Trade and other payables
Total current liabilities
Total liabilities
Total Equity and Liabilities
10
11
12
15
–
16
17
22
25
18
20
18
19
45,534
–
559
–
–
46,093
4,054
5,406
13
1,300
10,773
56,866
20,040
77,237
1,580
(2,663)
3
(3,942)
(96,220)
(3,965)
23,047
19,082
22,635
1,397
3,330
27,362
4,331
6,091
10,422
37,784
56,866
38,563
–
457
–
465
39,485
2,811
5,503
10
1,326
9,650
–
1,583
–
25,179
–
26,762
–
93
3
208
304
–
218
-
35,962
–
36,180
–
1,606
5
1,239
2,850
49,135
27,066
39,030
19,420
74,802
1,890
(1,228)
–
(3,942)
(69,828)
21,114
12,394
33,508
3,166
1,095
–
4,261
3,935
7,431
11,366
15,627
49,135
20,040
77,237
1,580
(4,954)
(2)
(3,942)
(63,213)
26,746
–
26,746
–
–
–
–
–
320
320
320
19,420
74,802
1,890
(4,954)
–
(3,942)
(48,633)
38,583
–
38,583
–
–
–
–
–
447
447
447
27,066
39,030
The accompanying accounting policies and notes on pages 30 to 65 form an integral part of these financial
statements. The parent Company reported a loss after taxation for the year of $2.378 million (2017:
$4.615 million). The financial statements on pages 25 to 29 were approved and authorised for issue by the Board
of Directors on 27 September 2018 and were signed on its behalf by:
Roy C. Tucker Registered number 5414325
Director
27 September 2018
28 VAST RESOURCES
251762 Vast Resources R&A pp25-pp29.qxp 27/09/2018 17:46 Page 29
Group and Company Statements of Cash Flow
for the year ended 31 March 2018
31 Mar 2018
Group
$’000
31 Mar 2017
Group
$’000
31 Mar 2018
Company
$’000
31 Mar 2017
Company
$’000
CASH FLOW FROM OPERATING ACTIVITIES
Profit (loss) before taxation for the period
Adjustments for:
Depreciation and impairment charges
(Profit) loss on sale of property, plant and equipment
Loss on disposal of interest in loans
Convertible loan FV adjustment
Liabilities settled in shares
Share option expense
Changes in working capital:
Decrease (increase) in receivables
Decrease (increase) in inventories
Increase (decrease) in payables
Cash used in operations
Investing activities:
Payments to acquire property, plant and equipment
Proceeds on disposal of property,
plant and equipment
Proceeds of third party investment in subsidiary
Payments to acquire controlling
interest in subsidiary
Proceeds of loan assignment
Increase in investment in joint venture
Increase in loans to group companies
Total cash used in investing activities
Financing Activities:
Proceeds from the issue of ordinary shares,
net of issue costs
Proceeds from loans and borrowings granted
Repayment of loans and borrowings
Total proceeds from financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
(11,681)
(2,368)
(14,917)
(4,615)
2,862
22
12,538
–
–
27
3,768
8
(2,392)
(1,998)
(4,382)
(614)
2,593
(81)
–
223
2,289
1,648
4,304
(1,201)
(722)
1,010
(1,370)
2,934
(9,197)
(8,769)
107
1,700
(2,303)
2,300
(102)
–
(7,495)
3,055
9,177
(4,149)
8,083
(26)
1,326
1,300
234
–
–
–
(457)
–
(8,992)
4,176
5,272
(3,352)
6,096
495
831
1,326
–
–
12,538
–
–
27
(2,352)
1,513
–
(127)
1,386
(966)
–
–
–
(2,303)
2,300
–
(3,117)
(3,120)
3,055
–
–
3,055
(1,031)
1,239
208
–
–
–
223
2,289
1,648
(455)
(1,194)
–
96
(1,098)
(1,553)
–
–
–
–
–
–
(1,999)
(1,999)
4,176
–
–
4,176
624
615
1,239
The accompanying accounting policies and notes on pages 30 to 65 form an integral part of these financial
statements.
VAST RESOURCES 29
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Statement of Accounting Policies
General information
Vast Resources plc and its subsidiaries (together “the Group”) are engaged principally in the exploration for and
development of mineral projects in Sub-Saharan Africa and Eastern Europe. Since incorporation the Group has
built an extensive and interesting portfolio of projects in Zimbabwe and more recently in Romania. The
Company’s ordinary shares are listed on the AIM market of the London Stock Exchange.
Vast Resources plc was incorporated on as a public limited company under UK Company Law with registered
number 05414325. It is domiciled and registered at 60 Gracechurch Street, London EC3V 0HR.
Basis of preparation and going concern assessment
The principal accounting policies adopted in the preparation of the financial information are set out below. The
policies have been consistently applied throughout the current year and prior year, unless otherwise stated. These
financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs
and IFRIC interpretations) issued by the International Accounting Standards Board (IASB) as adopted by the
European Union and with those parts of the Companies Act 2006 applicable to companies preparing their
accounts under IFRS.
The consolidated financial statements incorporate the results of Vast Resources plc and its subsidiary
undertakings as at 31 March 2018.
The financial statements are prepared under the historical cost convention on a going concern basis.
At the date of these financial statements the Directors expect that the Group’s Zimbabwean operations, together
with a locally agreed overdraft facility and joint venture partner finance, will provide it with sufficient cash flow
to support its capital requirements in Zimbabwe. However, the Group will require further funding for the Group’s
United Kingdom entity overheads; Romania working capital requirements; the development of the BPPM
association licence, once it is received, and for the expansion of Manaila operations to achieve planned increases
in mining and production capacity. In addition, although no commitments have been made, it is likely that the
Group will seek funding for Zimbabwe for its prospective diamond interests and for seed capital for other projects.
The Directors are confident that the Company will be able to raise such funds as it considers appropriate to meet
such requirements over the course of the next 24 months, in cash, as part of a supplementary prepayment offtake
debt facility or part of the facility currently in place; debt finance, joint venture partner equity, share issues or
otherwise. Other than for an agreement for the Group to avail itself of an unutilised prepayment offtake debt
facility for US$5.5 million no binding funding agreement is in place at the date of this Report. The constraints on
externalisation of funds from Zimbabwe to the Group’s treasury in the United Kingdom exacerbates the Group’s
dependence on equity and debt raises to fund corporate overheads and funding shortfalls in Romania. These
conditions indicate the existence of material uncertainty which may cast significant doubt about the Group’s and
Company’s ability to continue as a going concern. The financial statements do not include the adjustment that
would result if the Group and Company were unable to continue as a going concern.
Changes in Accounting Policies
At the date of authorisation of these financial statements, a number of Standards and Interpretations were in
issue but were not yet effective. The Directors do not anticipate that the adoption of these standards and
interpretations, or any of the amendments made to existing standards as a result of the annual improvements
cycle, will have a material effect on the financial statements in the year of initial application.
Areas of estimates and judgement
The preparation of the Group financial statements in conformity with generally accepted accounting principles
requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Although these estimates are based on management’s
best knowledge of current events and actions, actual results may ultimately differ from those estimates. The
estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities in the next financial year are discussed below:
30 VAST RESOURCES
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Impairment of intangibles and mining assets
a)
The Group reviews, on an annual basis, whether deferred exploration costs, acquired as intangible assets or PP&E,
mining options and licence acquisition costs have suffered any impairment. The recoverable amounts are
determined based on an assessment of the economically recoverable mineral reserves, the ability of the Group
to obtain the necessary financing to complete the development of the reserves and future profitable production
or proceeds from the disposition of recoverable reserves. Actual outcomes may vary. In the event that the BPPM
(Baita) licence is not awarded or insufficient funding is raised for development of Baita a US$2.6 million mining
asset and US$0.58 million in VAT receivable would be impaired. The disposal value of the remaining fixed assets
held by Baita is not easily quantifiable.
Going concern and Inter-company loan recoverability
b)
The Group’s cash flow projections, which have used conservative assumptions on forward commodity prices,
indicate that the Group should have sufficient resources to continue as a going concern, although, as stated in
the Principal Risks section of the Strategic Report, the Group will require additional funding for its near-term
investment plans. While the Group is confident of its capacity to raise this funding, should it not materialise, or
if the projections not be realised, the Group’s going concern would depend on the success of future fund-raising
initiatives. These conditions indicate the existence of material uncertainty which may cast significant doubt
about the Group’s and Company’s ability to continue as a going concern.
The recoverability of inter-Company loans advanced by the Company to subsidiaries depends also on the
subsidiaries realising their cash flow projections.
Consolidation of Zimbabwean operations
c)
During the period the Group’s effective interest in Dallaglio Investments (Private) Limited was reduced from
50% to 25.01%. The Zimbabwean operations continue to be consolidated because although the Company’s
shareholding in this subsidiary is now less than 50% the Company has effective control of this entity by virtue
of its casting vote and therefore control of the Board of Directors through the operation of a shareholders’
agreement which allows the Company to appoint the Chairman.
Estimates of fair value
d)
The Group may enter into financial instruments, which are required by IFRS to be recorded at fair value within the
financial statements. In determining the fair value of such instruments, the Directors are required to apply
judgement in selecting the inputs used in valuation models such as the Black Scholes or Monte Carlo models. Inputs
over which the Directors may be required to form judgements relate to volatility, vesting periods, risk free interest
rates, commodity price assumptions and discount rates. In addition, where a valuation requires more complex fair
value considerations the Directors may appoint third party advisers to assist in the determination of fair value.
The fair value measurement of the Group’s financial and non-financial assets and liabilities utilises market
observable inputs and data as far as possible. Inputs used in determining fair value measurements are
categorised into different levels based on how observable the inputs used in the valuation technique utilised
are (the ‘fair value hierarchy’):
Level 1: Quoted prices in active markets for identical items (unadjusted).
Level 2: Observable direct or indirect inputs other than Level 1 inputs.
Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on the lowest level of the inputs used that has a
significant effect on the fair value measurement of the item.
Provisions
e)
The Group is required to estimate the cost of its obligations to realise and rehabilitate its mining properties.
The estimation of the cost of complying with the Group’s obligations at future dates and in economically
unpredictable regions, and the application of appropriate discount rates thereto, gives rise to significant
estimation uncertainties.
VAST RESOURCES 31
251762 Vast Resources R&A pp30-pp37.qxp 27/09/2018 17:47 Page 32
Statement of Accounting Policies
continued
VAT recoverable
f)
In countries where the Group has productive mining operations carried out by its subsidiaries those subsidiaries
are registered for Value Added Tax (VAT) with their respective local taxation authorities and, as their outputs
are predominantly zero-rated for VAT, receive net refunds of VAT in respect of input tax borne on their inputs.
This amount is carried as a receivable until refunded by the State, which can take some considerable time,
particularly in the case of Zimbabwe. In Romania the refund of VAT in respect of BBPM is dependent on the
award of the Baita licence.
The amount carried as a receivable is determined in accordance with the returns submitted to the taxation
authorities. While every effort is made by Management to ensure these returns are correct, the aggressive
taxation regime in Zimbabwe, coupled with that nation’s Government’s ongoing and critical fiscal crisis, may
give rise to circumstances where part of these amounts may subsequently prove to be irrecoverable, or only
recoverable after a prolonged period.
Basis of consolidation
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an
investee if all three of the following elements are present: power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power to affect those variable returns. Control is
reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of
control.
De-facto control exists in situations where the Company has the practical ability to direct the relevant activities
of the investee without holding the majority of the voting rights. In determining whether de-facto control exists
the Company considers all relevant facts and circumstances, including:
•
•
•
•
The size of the Company’s voting rights relative to both the size and dispersion of other parties who also
hold voting rights.
Substantive potential voting rights held by the Company and by other parties.
Other contractual arrangements.
Historic patterns in voting attendance.
The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as
if they formed a single entity. Inter-company transactions and balances between Group companies are therefore
eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the acquisition
method. In the statement of financial position, the acquiree’s identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations
are included in the consolidated statement of comprehensive income from the date on which control is
obtained. They are deconsolidated from the date on which control ceases.
Business combinations
The financial information incorporates the results of business combinations using the purchase method. In the
statement of changes in equity, the acquirer’s identifiable assets, liabilities and contingent liabilities are initially
recognised at their fair values at the acquisition date. The results of acquired operations are included in the
Group statement of comprehensive income from the date on which control is obtained. The assets acquired
have been valued at their fair value. Any excess of consideration paid over the fair value of the net assets
acquired is allocated to the mining asset. Any excess fair value over the consideration paid is considered to be
negative goodwill and is immediately recorded within the income statement.
Where business combinations are discontinued, whether by closure or disposal to third parties, any resultant
gain or loss on the discontinued operation is identified separately and dealt with in the Group’s consolidated
income statement as a separate item.
32 VAST RESOURCES
251762 Vast Resources R&A pp30-pp37.qxp 27/09/2018 17:47 Page 33
Employee Benefit Trust (“EBT”)
The Company has established an Employee Benefit Trust. The assets and liabilities of this trust comprise shares
in the Company and loan balances due to the Company. The Company includes the EBT within its accounts and
therefore recognises an EBT reserve in respect of the amounts loaned to the EBT and used to purchase shares
in the Company. Any cash received by the EBT on disposal of the shares it holds will be recognised directly in
equity. Any shares held by the EBT are treated as cancelled for the purposes of calculating earnings per share.
Financial assets
The Group’s financial assets consist of cash and cash equivalents, other receivables and available for sale
investments. The Group’s accounting policy for each category of financial asset is as follows:
Loans and receivables
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. They are initially recognised at fair value plus transaction costs that are directly attributable to
their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate
method, less provision for impairment.
Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties
on the part of the counterparty or default or significant delay in payment) that the Group will be unable to
collect all of the amounts due under the terms receivable, the amount of such a provision being the difference
between the net carrying amount and the present value of the future expected cash flows associated with the
impaired receivable. For receivables, which are reported net, such provisions are recorded in a separate
allowance account with the loss being recognised within administrative expenses in the statement of
comprehensive income. On confirmation that the receivable will not be collectable, the gross carrying value of
the asset is written off against the associated provision.
The Group’s loans and receivables comprise other receivables and cash and cash equivalents in the statement
of financial position.
Cash and cash equivalents
These amounts comprise cash on hand and balances with banks. Cash equivalents are short term, highly liquid
accounts that are readily converted to known amounts of cash. They include short-term bank deposits and short-
term investments.
Any cash or bank balances that are subject to any restrictive conditions, such as cash held in escrow pending the
conclusion of conditions precedent to completion of a contract, are disclosed separately as “Restricted cash”.
There is no significant difference between the carrying value and fair value of receivables.
Available for sale
Non-derivative financial assets not included in the categories above are classified as available-for-sale and
comprise the Group’s strategic investments in entities not qualifying as subsidiaries, associates or jointly
controlled entities. They are carried at fair value with changes in fair value recognised directly in equity. Where
a decline in the fair value of an available-for-sale financial asset constitutes evidence of impairment, for example
if the decline is significant or prolonged, the amount of the loss is removed from equity and recognised in the
profit or loss for the year.
Financial liabilities
The Group’s financial liabilities consist of trade and other payables (including short terms loans) and long term
secured borrowings. These are initially recognised at fair value and subsequently carried at amortised cost, using
the effective interest method. Where any liability carries a right to convertibility into shares in the Group, the
fair value of the equity and liability portions of the liability is determined at the date that the convertible
instrument is issued, by use of appropriate discount factors.
VAST RESOURCES 33
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Statement of Accounting Policies
continued
Foreign currency
The functional currency of the Company and all of its subsidiaries outside Romania is the United States Dollar,
while the functional currency of the Company’s Romanian subsidiaries is the Romanian Lei (RON) ; these are
the currencies of the primary economic environment in which the Company and its subsidiaries operate.
Transactions entered into by the Group entities in a currency other than the currency of the primary economic
environment in which it operates (the “functional currency”) are recorded at the rates ruling when the
transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the date
of the statement of financial position. Exchange differences arising on the retranslation of unsettled monetary
assets and liabilities are similarly recognised immediately in profit or loss, except for foreign currency borrowings
qualifying as a hedge of a net investment in a foreign operation.
The exchange rates applied at each reporting date were as follows:
•
•
•
31 March 2018
$1.4012: £1 and $1: RON 3.7779
31 March 2017
$1.2253: £1 and $1: RON 4.2615
31 March 2016
$1.4367: £1 and $1: RON 3.9349
Intangible assets – Mining rights
Mineral rights are recorded at cost less amortisation and provision for diminution in value. Amortisation will be
over the estimated life of the commercial ore reserves on a unit of production basis.
Licences for the exploration of natural resources will be amortised over the lower of the life of the licence and
the estimated life of the commercial ore reserves on a unit of production basis.
Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost
comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their
present location and condition. Weighted average cost is used to determine the cost of ordinarily inter-
changeable items.
Mining inventory includes run of mine stockpiles, minerals in circuit, finished goods and consumables. Stockpiles,
minerals in circuit and finished goods are valued at their cost of production to their point in process using a
weighted average cost of production, or net realisable value, whichever is the lower. Low grade stockpiles are
only recognised as an asset when there is evidence to support the fact that some economic benefit will flow to
the Company on the sale of such inventory. Consumables are valued at their cost of acquisition, or net realisable
value, whichever is the lower.
Investment in subsidiaries
The Company’s investment in its subsidiaries is recorded at cost less any impairment.
Non-controlling interests
For business combinations completed on or after 1 January 2010 the Group has the choice, on a transaction by
transaction basis, to initially recognise any non-controlling interest in the acquiree which is a present ownership
interest and entitles its holders to a proportionate share of the entity’s net assets in the event of liquidation at
either acquisition date fair value or, at the present ownership instruments’ proportionate share in the recognised
amounts of the acquiree’s identifiable net assets. Other components of non-controlling interest such as
outstanding share options are generally measured at fair value.
The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to
the non-controlling interests in proportion to their relative ownership interests.
34 VAST RESOURCES
251762 Vast Resources R&A pp30-pp37.qxp 27/09/2018 17:47 Page 35
Revenue
Revenue from the sales of goods is recognised when the Group has transferred the significant risks and rewards
of ownership to the buyer and it is probable that the Group will receive the previously agreed upon payment.
These criteria are considered to be met when the goods are delivered to the buyer. Where the buyer has a right
of return, the Group defers recognition of revenue until the right to return has lapsed. However, where high
volumes of sales are made to established wholesale customers, revenue is recognised in the period where the
goods are delivered less an appropriate provision for returns based on past experience. The same policy applies
to warranties.
Provided the amount of revenue can be measured reliably and it is probable that the Group will receive any
consideration, revenue for services is recognised in the period in which they are rendered.
Pension costs
Contributions to defined contribution pension schemes are charged to profit or loss in the year to which they relate.
Production expenses
Production expenses include all direct costs of production, including depreciation of property plant and
equipment involved in the mining process, but excluding mine and Company overhead.
Property, plant and equipment
Land is not depreciated. Items of property, plant and equipment are initially recognised at cost and are
subsequently carried at depreciated cost. As well as the purchase price, cost includes directly attributable costs
and the estimated present value of any future costs of dismantling and removing items. The corresponding
liability is recognised within provisions.
Depreciation is provided on all other items of property and equipment so as to write off the carrying value of
items over their expected useful economic lives. It is applied at the following rates:
Buildings
Plant and machinery
Fixtures, fittings & equipment
Computer assets
Motor vehicles
–
–
–
–
–
2.5% per annum, straight line
15% per annum, reducing balance
20% per annum, reducing balance
33.33% per annum, straight line
15% per annum, reducing balance
Capital works in progress: Property, plant and equipment under construction are carried at its accumulated cost
of construction and not depreciated until such time as construction is completed or the asset put into use,
whichever is the earlier.
Proved mining properties
Depletion and amortisation of the full-cost pools is computed using the units-of-production method based on
proved reserves as determined annually by management.
Provision for rehabilitation of mining assets
Provision for the rehabilitation of a mining property on the cessation of mining is recognised from the
commencement of mining activities. This provision accounts for the full cost to rehabilitate the mine according
to good practice guidelines in the country where the mine is located, which may involve more than the stipulated
minimum legal commitment.
When accounting for the provision the Company recognises a provision for the full cost to rehabilitate the mine
and a matching asset accounted for within the non-current mining asset. The rehabilitation provision is
discounted using a risk-free rate, which is linked to the currency in which the costs are expected to be incurred,
and the applicable inflation rate applied to the cash flows. The unwinding of the discounting effect is recognised
within finance expenses in the income statement.
VAST RESOURCES 35
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Statement of Accounting Policies
continued
Share based payments
Equity-settled share based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to
profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the
number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative
amount recognised over the vesting period is based on the number of options that eventually vest. Market
vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions
are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The
cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the
options, measured immediately before and after the modification, is also charged to profit or loss over the
remaining vesting period.
Where equity instruments are granted to persons other than employees, the fair value of goods and services
received is charged to profit or loss, except where it is in respect to costs associated with the issue of shares, in
which case, it is charged to the share premium account.
Cash-settled share based payments
The Company also has cash-settled share based payments arising in respect of the EBT (see below and Note
23). A liability is recognised in respect of the fair-value of the benefit received under the EBT and charged to
profit or loss over the vesting period. The fair-value is re-measured at each reporting date with any changes
taken to profit or loss.
Remuneration shares
Where remuneration shares are issued to settle liabilities to employees and consultants, any difference between
the fair value of the shares on the date of issue and the carrying amount of the liability is charged to profit or
loss.
Stripping costs
Costs incurred in stripping the overburden to gain access to mineral ore deposits are accounted for as follows:
Stripping costs incurred during the development phase of the mine (before production begins) are capitalised
as part of the depreciable cost of building, developing and constructing the mine. Capitalised costs are amortised
using the units of production method, once production begins.
Stripping costs incurred during the production phase of the mine which give rise to the production of usable
inventory are accounted for in accordance with the principles contained in the group’s policy on Inventories.
Stripping costs incurred in the production phase of the mine which result in improved access to ore are capitalized
and recognized as additions to non-current assets provided that it is probable that the future economic benefit
from improved access to the ore body associated with the stripping activity will flow to the Company, that it is
possible to identify the component of the ore body to which access has been improved and that the costs relating
to the stripping activity associated with that component of the ore body can be measured reliably.
Tax
The major components of income tax on the profit or loss include current and deferred tax.
Current tax
Current tax is based on the profit or loss adjusted for items that are non-assessable or disallowed and is
calculated using tax rates that have been enacted or substantively enacted by the reporting date.
Tax is charged or credited to the statement of comprehensive income, except when the tax relates to items
credited or charged directly to equity, in which case the tax is also dealt with in equity.
36 VAST RESOURCES
251762 Vast Resources R&A pp30-pp37.qxp 27/09/2018 17:47 Page 37
Deferred tax
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the
statement of financial position differs to its tax base, except for differences arising on:
•
•
•
The initial recognition of goodwill;
The initial recognition of an asset or liability in a transaction which is not a business combination and at
the time of the transaction affects neither accounting or taxable profit; and
Investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of
the reversal of the difference and it is probable that the differences will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will
be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively
enacted by the reporting date and are expected to apply when deferred tax liabilities/(assets) are
settled/(recovered). Deferred tax balances are not discounted.
New IFRS accounting standards
The following are the major new IFRS accounting standards in issue and effective from 1 January 2018:
IFRS 15 Revenue from Contracts with Customers
The Group’s revenue is primarily derived from commodity sales. In terms of IFRS15 Insurance and Freight (CIF)
and Cost and Freight (CFR) the seller must contract for and pay the costs and freight necessary to bring the
goods to the named port of destination. Consequently, the freight service on export commodity contracts with
CIF/CFR terms represents a separate performance obligation as defined under the new standard, and a portion
of the revenue earned under these contracts, representing the obligation to perform the freight service, is
deferred and recognised over time as this obligation is fulfilled, along with the associated costs for which the
point of recognition is dependent on the contract sales terms. The Group’s agreed terms with Mercuria, its sole
buyer of concentrates, require that the buyer must contract for and pay the costs and freight necessary to bring
the goods to the named port of destination. The impact of applying this change during the year ended 31 March
2018 is not material as the transfer of risks and rewards generally coincides with the transfer of control at a
point in time. The timing and amount of revenue recognised by the Group for the sale of commodities is
therefore not materially affected. The Group’s gold sales are also not affected by this standard.
IFRS 9 Financial Instruments
The impact of adopting IFRS 9 on the Group results for the year ended 31 March 2018 would have been materially
unchanged on application of the new standard.
IFRS 15 and IFRS 9 became effective for the Group from 1 January 2018. As the effects of applying these standards
are considered immaterial to the Group, the Group has elected not to restate prior periods on adoption of the
new standards in 2018.
IFRS 16 Leases
IFRS 16 will be effective for the Group from 1 January 2019. The principal impact of IFRS 16 will be to change the
accounting treatment by lessees of leases currently classified as operating leases. Lease agreements will give rise
to the recognition by the lessee of an asset, representing the right to use the leased item, and a related liability
for future lease payments. Lease costs will be recognised in the income statement in the form of depreciation of
the right of use asset over the lease term, and finance charges representing the unwind of the discount on the
lease liability. Consequently, on adoption of IFRS 16 it is not expected that there will be a material increase in the
Group’s lease liabilities representing the present value of future payments under arrangements currently classified
as operating leases, along with a corresponding increase in property, plant and equipment right of use assets as
the Group’s exposure to leasing is negligible. The effects of applying this standard are considered to be immaterial
to the Group.
VAST RESOURCES 37
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 38
Notes to Financial Statements
1. Segmental analysis
The Group operates in one business segment, the development and mining of mineral assets. The Group has
interests in two geographical segments being Southern Africa (primarily Zimbabwe) and Europe (primarily
Romania).
The Group’s operations are reviewed by the Board (which is considered to be the Chief Operating Decision
Maker (‘CODM’)) and split between mining exploration and development and administration and corporate
costs.
Exploration and development is reported to the CODM only on the basis of those costs incurred directly on
projects. All costs incurred on the projects are capitalised in accordance with IFRS 6, including depreciation
charges in respect of tangible assets used on the projects.
Administration and corporate costs are further reviewed on the basis of spend across the Group.
Decisions are made about where to allocate cash resources based on the status of each project and according
to the Group’s strategy to develop the projects. Each project, if taken into commercial development, has the
potential to be a separate operating segment. Operating segments are disclosed below on the basis of the
split between exploration and development and administration and corporate.
Mining, exploration
and development
Europe
$’000
Africa
$’000
Administration
and corporate
$’000
Year to 31 March 2018
Revenue
Production costs
Gross profit (loss)
Impairment of intangible assets
Depreciation
Profit (loss) on sale of property, plant and equipment
Share option and warrant expense
Other administrative and overhead expenses
Finance income
Finance expense
Loss on disposal of subsidiary company loans
Taxation (charge)
Profit (loss) for the year from continuing operations
Total assets
Total non-current assets
Additions to non-current assets
Total current assets
Total liabilities
3,098
(4,298)
(1,200)
–
(1,398)
(23)
–
(119)
–
(11)
–
–
(2,751)
15,359
12,173
3,134
3,186
8,218
27,590
(19,114)
8,476
–
(1,461)
1
–
(398)
42
(1,159)
–
(3,794)
1,707
41,306
33,850
6,063
7,456
14,381
–
–
–
–
(3)
–
(27)
(1,831)
–
(32)
(12,538)
–
(14,431)
201
(489)
–
690
15,186
Total
$’000
30,688
(23,412)
7,276
–
(2,862)
(22)
(27)
(2,348)
42
(1,202)
(12,538)
(3,794)
(15,475)
56,866
45,534
9,197
11,332
37,785
38 VAST RESOURCES
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 39
Mining, exploration
and development
Europe
$’000
Africa
$’000
Administration
and corporate
$’000
Year to 31 March 2017
Revenue
Production costs
Gross profit (loss)
Depreciation and impairment
Profit (loss) on sale of property, plant and equipment
Share option and warrant expense
Other administrative and overhead expenses
Finance income
Finance expense
Taxation (charge)
Profit (loss) for the year from continuing operations
Total assets
Total non-current assets
Additions to non-current assets
Total current assets
Total liabilities
Total current assets
Total liabilities
2,629
(3,746)
(1,117)
(1,338)
81
–
(769)
1
–
–
(3,141)
10,878
9,001
2,681
1,876
7,362
2,469
6,204
21,138
(13,635)
7,503
(1,251)
–
–
(457)
104
(89)
(1,193)
4,617
34,860
29,720
6,386
5,141
6,213
5,908
3,038
–
–
–
(4)
–
(1,648)
(2,661)
–
(724)
–
(5,037)
3,397
307
–
3,090
2,052
989
2,808
Total
$’000
23,767
(17,381)
6,386
(2,593)
81
(1,648)
(3,887)
105
(812)
(1,193)
(3,561)
49,135
39,028
9,067
10,107
15,627
9,366
12,050
There are no non-current assets held in the Company’s country of domicile, being the United Kingdom (2017: $nil).
Revenue analysis by geographical location, product and customer
Gold bullion
Mineral concentrates
2018
2017
Romania
Zimbabwe
Romania
Zimbabwe
–
3,261
3,261
27,590
–
27,590
–
2,629
2,629
21,137
-
21,137
100% of sales (2017: 100%) in both Romania and Zimbabwe were made to a single customer in each respective
country.
2. Group loss from operations
Operating loss is stated after charging/(crediting):
Auditors' remuneration (note 3)
Depreciation
Employee pension costs
Share option expense
Foreign exchange (gain)
Loss on disposal of property, plant and equipment
2018
Group
$’000
151
2,862
214
27
(2,301)
22
2017
Group
$’000
114
2,017
139
1,648
(285)
103
VAST RESOURCES 39
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 40
Notes to Financial Statements
continued
3. Auditor’s remuneration
Fees payable to the Company's auditor for the audit of the Company's
annual accounts
Fees payable to the Company's auditor for other services:
– Audit of the accounts of subsidiaries
– Other services
4. Finance expense
Interest paid on secured borrowings
Interest paid on unsecured borrowings
Cost of convertible loan raising
Bank overdraft interest
5. Taxation
Income tax on profits
Deferred tax charge – current year
Tax charge (credit)
2018
Group
$’000
83
68
–
151
2018
Group
$’000
698
43
–
461
1,202
2018
Group
$’000
–
3,794
3,794
2017
Group
$’000
40
73
1
114
2017
Group
$’000
246
58
473
35
812
2017
Group
$’000
–
1,193
1,193
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The differences are
explained as follows:
Loss before taxation
Loss before taxation at the standard rate of corporation
tax in the UK of 19% (2017: 19%)
Difference in tax rates in foreign jurisdictions
Income not chargeable to tax
Expenses not allowed for tax
Short term timing differences
Loss carried forward
Income tax charge on profits
2018
Group
$’000
(11,681)
(2,336)
690
168
(381)
(1,076)
(2,935)
–
2017
Group
$’000
(2,368)
(474)
(525)
(102)
–
(153)
–
Deferred tax assets are only recognised in the Group where the company concerned has a reasonable
expectation of future profits against which the deferred tax asset may be recovered.
40 VAST RESOURCES
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 41
The asset arises in a subsidiary company which has allowable tax losses of $3.230 million (2017: $4.544 million),
which are expected to be utilised in the immediate forthcoming periods.
Factors that may affect future tax charges:
Tax losses
Accumulated tax losses
2018
Group
$’000
61,423
2017
Group
$’000
22,005
2018
Company
$’000
28,903
2017
Company
$’000
13,987
However, of this total, only $3.240 million is anticipated to be off settable against profits in the immediate
future. The balance will only be recoverable against future profits, the timing of which is uncertain, and a
deferred tax asset has not been recognised in respect of these losses. A deferred tax asset has not been
recognised in respect of accumulated tax losses for the Company.
6. Employees
Staff costs (including directors) consist of:
Wages and salaries – management
Wages and salaries – other
Consultancy fees
Social Security costs
Healthcare costs
Pension costs
The average number of employees (including directors) during the year was as follows:
Management
Other operations
7. Directors’ remuneration
Directors’ emoluments
Company contributions to social security
Healthcare costs
Termination payments
Directors and key management remuneration
2018
Group
$’000
986
3,859
4,845
1,419
371
93
214
6,942
15
371
386
2018
Group
$’000
402
14
–
–
416
2017
Group
$’000
1,129
3,905
5,034
1,456
489
108
139
7,226
17
365
382
2017
Group
$’000
428
12
–
–
440
The Directors are considered to be the key management of the Group and Company.
Four of the Directors at the end of the period have share options receivable under long term incentive schemes.
The highest paid Director received an amount of $196,359 (2017: $210,000).
Included within the above remuneration are amounts accrued at 31 March 2018; please refer to the Directors’
Report for full detail.
VAST RESOURCES 41
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 42
Notes to Financial Statements
continued
8. Loss per share
Loss per ordinary share has been calculated using the weighted average number of ordinary shares in issue
during the relevant financial year.
The weighted average number of ordinary shares in issue for the period is:
Losses for the period: ($’000)
Loss per share basic and diluted (cents)
The effect of all potentially dilutive share options is anti-dilutive.
31 Mar 2018
Group
31 Mar 2017
Group
4,821,870,747
(17,295)
(0.36)
3,457,555,538
(4,437)
(0.13)
9. Loss for the financial year
The Company has adopted the exemption allowed under Section 408(1b) of the Companies Act 2006 and has
not presented its own income statement in these financial statements.
42 VAST RESOURCES
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 43
10. Property, plant and equipment
Group
Fixtures,
Plant and fittings and
equipment
machinery
$’000
$’000
Computer
assets
$’000
Motor
vehicles
$’000
Buildings
and
Improve-
ments
$’000
Mining
assets
$’000
Capital
Work in
progress
$’000
Total
$’000
Cost at
1 April 2016
Revaluation
Additions during
the year
Reclassification
Disposals during
the year
Impairment
Foreign exchange
movements
Cost at
31 March 2017
Revaluation
Additions during
the period
Reclassification
Disposals during
the period
Impairment
Foreign exchange
movements
Cost at
31 March 2018
Depreciation
at 1 April 2016
Charge for the
year
Disposals during
the year
Foreign exchange
movements
7,997
23
559
946
(97)
(962)
(65)
8,401
–
811
9,942
(131)
–
224
165
(6)
46
1
–
–
(4)
202
–
53
(30)
(62)
–
7
19,247
170
2,157
902
(55)
(41)
92
29
–
(2)
Depreciation
at 31 March 2017 2,963
Charge for the
year
Disposals during
the period
Foreign exchange
movements
1,826
(91)
100
Depreciation
at 31 March 2018 4,798
Net book value
at 31 March 2016 5,840
Net book value
at 31 March 2017 5,438
Net book value
at 31 March 2018 14,449
21
(62)
5
83
73
83
87
119
139
174
–
58
–
–
–
487
72
240
2
(159)
–
3,559
318
22,184
–
1,623
–
36,189
407
47
(470)
(17)
–
1,281
1,520
6,836
(1,999)
–
–
–
–
9,067
–
(273)
(962)
(5)
(37)
(206)
(39)
(78)
(434)
227
–
109
30
(78)
–
3
291
116
23
–
–
79
(78)
–
605
–
94
–
(60)
–
60
3,231
24,946
6,382
43,994
–
33
242
(28)
(34)
–
–
–
1,908
194
6,189
(10,377)
(2)
–
–
–
9,197
1
(361)
(34)
296
385
49
1,024
699
3,740
27,431
2,243
53,821
296
76
(61)
(28)
283
114
(34)
42
234
154
(3)
(40)
345
152
(1)
42
151
833
–
(6)
978
670
–
71
604
3,650
–
–
–
2,017
(119)
(117)
604
5,431
–
–
–
2,862
(266)
260
140
405
538
1,719
604
8,287
58
88
191
3,325
22,033
1,019
32,539
322
2,886
23,968
5,778
38,563
151
294
3,202
25,712
1,639
45,534
VAST RESOURCES 43
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 44
Notes to Financial Statements
continued
10. Property, plant and equipment continued
Company
Plant and
machinery
$’000
Fixtures,
fittings and
equipment
$’000
Computer
assets
$’000
Motor
vehicles
$’000
Buildings
and
Improve-
ments
$’000
5
–
–
5
–
–
5
5
–
–
5
–
–
5
–
–
23
–
–
23
–
–
23
23
–
–
23
–
–
23
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Total
$’000
58
–
–
58
–
–
58
58
–
–
58
–
–
58
–
–
2018
Company
$’000
218
1,365
1,583
2017
Company
$’000
218
–
218
Cost at 31 March 2016
Additions during the year
Disposals during the year
Cost at 31 March 2017
Additions during the year
Disposals during the year
Cost at 31 March 2018
Depreciation at 31 March 2016
Charge for the year
Disposals during the year
Depreciation at 31 March 2017
Charge for the year
Disposals during the year
Depreciation at 31 March 2018
Net book value at 31 March 2017
Net book value at 31 March 2018
30
–
–
30
–
–
30
30
–
–
30
–
–
30
–
–
11. Investments in subsidiaries
Cost at the beginning of the year
Additions during the year
Cost at the end of the year
44 VAST RESOURCES
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 45
The principal subsidiaries of Vast Resources plc, all of which are included in these consolidated Annual Financial
Statements, are as follows:
Mining exploration and
development
Mining exploration and
development
Mining exploration and
development
Holding company
Mining exploration and
development
Mining exploration and
development
Holding company
Mining exploration and
development
Company
African Consolidated Resources
PTC Limited (note i)
African Consolidated Resources
SRL
Canape Investments (Private)
Limited
Dallaglio Investments (Private)
Limited (notes ii, iii)
Millwall International
Investments Limited
Moorestown Limited
Country of
registration
Class
BVI
Romania
Ordinary
Proportion
held
by group
2018
Proportion
held by
group
2017
Nature of
business
–%
Nominee company
–%
80%
80%
Zimbabwe
Ordinary
100%
100%
Zimbabwe
Ordinary
25.01%
50%
BVI
BVI
Ordinary
100%
100%
Ordinary
100%
100%
Sinarom Mining Group SRL
Romania
Ordinary
100%
50.1%
Vast Resources Romania Ltd
Vast Resources Zimbabwe
(Private) Limited
United
Kingdom
Zimbabwe
Ordinary
100%
100%
Ordinary
100%
100%
The table above shows the principal subsidiaries of the Company. A full list of all group subsidiaries is given in
Note 30, at the end of this report.
Notes
i. The Company has effective control of this entity.
ii. Although the Company’s shareholding in this subsidiary is below 50% the Company has effective control of this entity by virtue of its
casting vote and therefore control of the Board of Directors through the operation of a shareholders’ agreement which allows the
Company to appoint the Chairman of the entity.
iii. See note 29 for details of post Reporting date events concerning the Company’s holding in this subsidiary.
12. Investment in joint venture
The Group has an effective 25.01% interest in a Joint venture, Cordillera (Private) Limited (Cordillera), which is
indirectly held through the Group’s interest in Breckridge Investments (Private) Limited, the operating company
for the Pickstone Peerless mine in Zimbabwe. Cordillera is incorporated in Zimbabwe and its main interest is
the provision of custom milling services to artisanal miners operating in the vicinity of the Pickstone Peerless
Gold Mine.
The operating results for the year have not been included separately in these financial statements as, in the
opinion of the Directors, the Group’s interest in the results for the year (loss $27,735 – 2017: loss $63,588) is
immaterial.
The investment in the joint venture represents amounts advanced to the joint venture.
VAST RESOURCES 45
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 46
Notes to Financial Statements
continued
13. Disposal of interest in subsidiary
On 29 May 2017 the Company completed a financing arrangement with Sub-Sahara Goldia Investments Ltd
(SSGI) (part of the SSCG Africa Holdings Ltd group) originally announced on 30 January 2017. Under this
arrangement the Company received gross proceeds of US$8 million, principally to advance the Company’s core
activities in Romania. This comprised a US$4 million loan, repayable on 30 January 2021 and a US$4 million
payment in respect of a 49.99% interest in the Company’s principal Zimbabwean assets, consisting its 50%
shareholding in Dallaglio Investments (Private) Limited, the holding company for the Pickstone Peerless Gold
Mine, and the assignment of 49.9% of the intercompany loan owing by Canape Investments (Private) Limited
to Vast Resources Plc.
The assignment of the intercompany loan, with a book value of $14.838 million, for consideration of $2.3 million
(included in the $4.0 million referred to above), gave rise to the recognition of a loss on disposal of $12.538
million as reported in the Statement of Comprehensive Income.
14. Acquisition of remaining shareholding in Sinarom Mining Group SRL
On 22 March 2017 the Company announced it had concluded an agreement to acquire the remaining 49.9%
interest in Sinarom Mining Group SRL (“Sinarom”). The purchase consideration for the shares and loan accounts
comprising the assets acquired was a total of $2.303 million and, all conditions precedent being met, the
acquisition was concluded on 19 July 2017.
15. Loans to group companies
Loans to Group companies are repayable on demand, subject to relevant exchange control approvals being
obtained. The treatment of this balance as non-current reflects the Company’s expectation of the timing of
receipt.
16. Inventory
Minerals held for sale
Production stockpiles
Consumable stores
Mar 2018
Group
$’000
1,484
1,425
1,145
4,054
Mar 2017
Group
$’000
1,369
606
836
2,811
Mar 2018
Company
$’000
Mar 2017
Company
$’000
–
–
–
–
–
–
–
–
There is no material difference between the replacement cost of stocks and the amount stated above.
Mar 2018
Group
$’000
Mar 2017
Group
$’000
Mar 2018
Company
$’000
Mar 2017
Company
$’000
94
1,145
789
1,366
2,012
5,406
101
694
–
1,677
3,031
5,503
–
29
50
14
–
93
–
181
–
1,425
–
1,606
17. Receivables
Trade receivables
Other receivables
Short term loans
Prepayments
VAT
46 VAST RESOURCES
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 47
Of which: not impaired as at
31 March 2018 and past due
Of which: in the following periods:
Carrying
amount
before
deducting
any
impairment
loss
94
1,145
1,239
Related
impairment
loss
–
–
–
Neither
impaired
Net nor past due
on 31 March
2018
carrying
amount
94
1,145
1,239
27
1,132
1,159
Not
more than
three
months
16
–
16
More than
three
months
and not
more than
six months
16
–
16
More than
six months
35
13
48
Trade receivables
Other receivables
At the reporting date, of the total amount carried as VAT receivable, $1,229,544 (2017: $2,374,058) relates to
subsidiary companies in Zimbabwe where the ongoing fiscal crisis experienced by the State manifests itself in
long delays in recovering input tax from the Zimbabwe Revenue Authority (ZIMRA). Of this $1,229,544, $250,918
(2017: $247,582) is due to Canape Investments (Private) Limited (Canape) where it is part of an ongoing dispute
with ZIMRA as to the allowability of the input tax. This dispute dates back to 2011 and has thus far resulted in
the recovery of over $500,000 of allowable input tax; the remaining balance due is subject to gaining final
approval from ZIMRA.
Of the amount of $978,626 (2017: $2,126,476) due to Breckridge Investments (Private) Limited, $59,571 (2017:
$1,430,483) is past due for repayment, with $ nil (2017: $324,481) being overdue for more than 12 months.
At the reporting date, of the total amount carried as VAT receivable, $604,961 (RON2,001,770) relates to African
Consolidated Resources SRL. The amount is in respect of the VAT paid on the Baita mine’s care and maintenance
operations. ANAF, the Romanian revenue authority refuses to accept aforesaid amount as a legitimate VAT
receivable as a mining licence is not in place for Baita.
18. Loans and borrowings
Non current
Secured borrowings
Unsecured borrowings
less amounts payable in less than 12 months
Current
Bank overdrafts
Unsecured borrowings
Current portion of long term borrowings
Total loans and borrowings
Non-current secured borrowings consist of:
Mar 2018
Group
$’000
Mar 2017
Group
$’000
Mar 2018
Company
$’000
Mar 2017
Company
$’000
8,149
14,838
(352)
22,635
1,315
2,664
352
4,331
26,966
4,839
–
(1,673)
3,166
859
1,403
1,673
3,935
7,101
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(i)
(ii)
$4,000,000 (2017: nil) secured offtake finance from Mercuria Energy Trading SA. The loan is secured by a
charge on all the Group’s Romanian assets and bears interest at 9.5% p.a. Full details of the financing
arrangement is given in the Strategic Report on page 9.
$4,080,000 (2017: $3,106,182) loan from a third party secured by a pledge over the Company’s
shareholding in all its operating subsidiaries in Zimbabwe and Romania. The loan bears interest at 12% per
annum and is repayable by March 2021.
(iii) $69,131 (2017: $76,642) asset financing loans secured on the underlying movable assets belonging to ACR
SRL.
VAST RESOURCES 47
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 48
Notes to Financial Statements
continued
18. Loans and borrowings continued
Current unsecured borrowing consists of:
(i)
(ii)
$1,000,000 (2017: $1,000,000) loan from the non-controlling interest in Dallaglio Investments (Private)
Limited, the holding company for the Pickstone Peerless Gold Mine.
$1,443,467 (2017: nil) loans from companies controlled by the management of Breckridge Investments
(Private) Limited, the operating company for the Pickstone Peerless Gold Mine.
(iii) $220,156 (2017: $172,557) loans from the non-controlling interests in African Consolidated Resources
SRL, the holder of the rights to the Baita Plai Mine.
The loans from the non-controlling interests are interest free and have no fixed terms of repayment.
The overdraft is held in Breckridge Investments (Private) Limited. It bears interest at 12% per annum and is
secured by a Special Notarial General Covering Bond over the plant and equipment of the Company, and
guarantees given by the shareholders, which includes Canape Investments (Private) Limited.
Mar 2018
Company
$’000
Mar 2017
Company
$’000
186
106
28
–
320
–
447
–
–
447
150 days
or more
460
340
19. Trade and other payables
Trade payables
Other payables
Other taxes and social security taxes
Accrued expenses
Mar 2018
Group
$’000
4,753
769
478
91
6,091
Mar 2017
Group
$’000
5,784
1,325
237
85
7,431
Trade payables
Other payables
Amount
30 days
60 days
90 days
120 days
4,753
769
3,780
429
361
–
6
–
146
–
Ageing of amounts payable: amounts due for:
Of the total of Trade and other payables $0.504 million is payable on the grant of the Baita Plai association
licence.
20. Provisions
Provision for rehabilitation of mining properties
– Provision brought forward from previous periods
– Liability recognised during period
Mar 2018
Group
$’000
Mar 2017
Group
$’000
Mar 2018
Company
$’000
Mar 2017
Company
$’000
1,095
302
1,397
954
141
1,095
–
–
–
–
–
–
As more fully set out in the Statement of Accounting Policies on page 31, the Group provides for the cost of
the rehabilitation of a mining property on the cessation of mining. Provision for this cost is recognised from the
commencement of mining activities.
This provision accounts for the estimated full cost to rehabilitate the mines at both Manaila and Pickstone
Peerless according to good practice guidelines in the country where the mine is located, which may involve
more than the stipulated minimum legal commitment.
When accounting for the provision the Group recognises a provision for the full cost to rehabilitate the mine
and a matching asset accounted for within the non-current mining asset.
48 VAST RESOURCES
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 49
21. Financial instruments – risk management
Significant accounting policies
Details of the significant accounting policies in respect of financial instruments are disclosed on pages 33 and 34.
The Group’s financial instruments comprise available for sale investments, cash and items arising directly from its
operations such as other receivables, trade payables and loans.
Financial risk management
The Board seeks to minimise its exposure to financial risk by reviewing and agreeing policies for managing each
financial risk and monitoring them on a regular basis. No formal policies have been put in place in order to hedge
the Group and Company’s activities to the exposure to currency risk or interest risk; however, the Board will
consider this periodically. No derivatives or hedges were entered into during the year.
The Group and Company is exposed through its operations to the following financial risks:
•
•
•
Credit risk
Market risk (includes cash flow interest rate risk and foreign currency risk)
Liquidity risk
The policy for each of the above risks is described in more detail below.
The principal financial instruments used by the Group, from which financial instruments risk arises are as follow:
•
•
•
•
Receivables
Cash and cash equivalents
Trade and other payables (excluding other taxes and social security) and loans
Available for sale investments
The table below sets out the carrying value of all financial instruments by category and where applicable shows
the valuation level used to determine the fair value at each reporting date. The fair value of all financial assets
and financial liabilities is not materially different to the book value.
Loans and receivables
Cash and cash equivalents
Receivables
Loans to Group Companies
Available for sale financial assets
Available for sale investments (valuation level 1)
Other liabilities
Trade and other payables (excl short term loans)
Loans and borrowings
2018
Group
$’000
1,300
5,406
–
13
6,091
26,966
2017
Group
$’000
1,326
5,503
–
10
7,432
7,101
2018
Company
$’000
208
93
25,179
3
320
–
2017
Company
$’000
1,239
1,556
35,962
5
446
–
Credit risk
Financial assets, which potentially subject the Group and the Company to concentrations of credit risk, consist
principally of cash, short-term deposits and other receivables. Cash balances are all held at recognised financial
institutions. Other receivables are presented net of allowances for doubtful receivables. Other receivables
currently form an insignificant part of the Group’s and the Company’s business and therefore the credit risks
associated with them are also insignificant to the Group and the Company as a whole.
The Company has a credit risk in respect of inter-company loans to subsidiaries. The recoverability of these
balances is dependent on the commercial viability of the exploration activities undertaken by the respective
subsidiary companies. The credit risk of these loans is managed as the directors constantly monitor and assess
the viability and quality of the respective subsidiary’s investments in intangible mining assets.
VAST RESOURCES 49
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 50
Notes to Financial Statements
continued
21. Financial instruments – risk management continued
Inter-company loan amounts between the holding company and its Zimbabwean subsidiary, Canape
Investments, are subject to credit risk in so far as the Zimbabwe’s exchange control regulations, which change
from time to time, may prevent timeous settlement.
Maximum exposure to credit risk
The Group’s maximum exposure to credit risk by category of financial instrument is shown in the table below:
Cash and cash equivalents
Receivables
Loans and borrowings
2018
Carrying
value
$’000
1,300
5,406
26,966
2018
Maximum
exposure
$’000
1,817
6,941
27,299
2017
Carrying
value
$’000
1,326
5,503
7,101
2017
Maximum
exposure
$’000
1,551
5,960
7,101
The Company’s maximum exposure to credit risk by class of financial instrument is shown in the table below:
Cash and cash equivalents
Receivables
Loans to Group Companies *
2018
Carrying
value
$’000
208
43
25,179
2018
Maximum
exposure
$’000
1,663
1,540
40,132
2017
Carrying
value
$’000
1,239
1,606
35,962
2017
Maximum
exposure
$’000
1,478
1,556
38,135
*Net of impairment charges on advances to Group companies of $8.5 Million (2017 – $8.5 million)
Market risk
Cash flow interest rate risk
The Group has adopted a non-speculative policy on managing interest rate risk. Only approved financial
institutions with sound capital bases are used to borrow funds and for the investments of surplus funds.
The Group and the Company seeks to obtain a favourable interest rate on its cash balances through the use of
bank deposits. At the reporting date, the Group had a cash balance of $1.300 million (2017: $1.326 million)
which was made up as follows:
Sterling
United States Dollar
Euro
Lei (Romania)
2018
Group
$’000
106
1,131
1
62
1,300
2017
Group
$’000
692
612
2
20
1,326
At the reporting date, the Company had a cash balance of $0.208 million (2017: $1.239 million) which was made
up as follows:
Sterling
United States Dollar
Euro
Lei (Romania)
50 VAST RESOURCES
2018
Company
$’000
106
102
–
–
208
2017
Company
$’000
691
547
1
–
1,239
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 51
The Group had interest bearing debts at the current year end of $24,330 million (2017: $5.698 million). These
are made up as follows:
Secured long term loans
Bank overdraft
Interest
rate
4.5% – 12%
12%
These loans are repayable as follows:
– Within 1 year
– Between 1 and 2 years
– In more than 2 years
2017
Group
$’000
8,149
1,315
9,464
2,000
3,667
3,797
2016
Group
$’000
4,839
859
5,698
2,532
16
3,150
2017
Company
$’000
2016
Company
$’000
–
–
–
–
–
–
–
–
–
–
–
–
Foreign currency risk
Foreign exchange risk is inherent in the Group’s and the Company’s activities and is accepted as such. The
majority of the Group’s expenses are denominated in United States Dollars and therefore foreign currency
exchange risk arises where any balance is held, or costs incurred, in currencies other than United States Dollars.
At 31 March 2018 and 31 March 2017, the currency exposure of the Group was as follows:
Sterling
$’000
US Dollar
$’000
Euro
$’000
At 31 March 2018
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Available for sale investments
At 31 March 2017
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Available for sale investments
106
14
(258)
–
692
110
(240)
–
1,131
4,026
(3,246)
13
612
4,776
(4,028)
10
1
–
(42)
–
2
–
(54)
–
Other
$’000
62
1,366
(2,546)
–
20
1,074
(3,109)
–
Total
$’000
1,300
5,406
(6,092)
13
1,326
5,960
(7,431)
10
The effect of a 10% strengthening of Sterling against the US dollar at the reporting date, all other variables
held constant, would have resulted in decreasing post tax losses by $13,527 (2017: $56,690 decrease).
Conversely the effect of a 10% weakening of Sterling against the US dollar at the reporting date, all other
variables held constant, would have resulted in increasing post tax losses by $13,527 (2017: $56,690 decrease).
At 31 March 2018 and 31 March 2017, the currency exposure of the Company was as follows:
Sterling
$’000
US Dollar
$’000
At 31 March 2018
Cash and cash equivalents
Trade and other receivables
Loans to Group companies
Trade and other payables
Available for sale investments
At 31 March 2017
Cash and cash equivalents
Other receivables
Loans to Group companies
Trade and other payables
Available for sale investments
106
14
1,286
(258)
–
692
85
201
(240)
–
102
79
22,686
(82)
3
546
1,471
34,779
(206)
5
Euro
$’000
–
–
1,207
–
–
1
–
1,044
–
–
Other
$’000
–
–
–
–
–
–
–
–
–
–
Total
$’000
208
93
25,179
(340)
3
1,239
1,556
36,024
(446)
5
VAST RESOURCES 51
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 52
Notes to Financial Statements
continued
21. Financial instruments – risk management continued
Liquidity risk
Any borrowing facilities are negotiated with approved financial institutions at acceptable interest rates. All
assets and liabilities are at fixed and floating interest rate. The Group and the Company seeks to manage its
financial risk to ensure that sufficient liquidity is available to meet the foreseeable needs both in the short and
long term. See also references to Going Concern disclosures in the Strategic Report on page 12.
As set out in Note 19, of the consolidated trade and other payables balance of $5.522 million, $4.570 million is
due for payment within 60 days of the reporting date. Of the balance, $0.504 million are payables conditional
on the issue of the Baita Plai sub-licence.
Capital
The objective of the Directors is to maximise shareholder returns and minimise risks by keeping a reasonable
balance between debt and equity. In previous years the Company and Group has minimised risk by being purely
equity financed. In the current year, the Group has assumed debt risk but has kept the net debt amount as low
as possible.
The Group’s debt to equity ratio is 134.5% (2017: 17.2%), calculated as follows:
Loans and borrowings
Less: cash and cash equivalents
Net debt
Total equity
Debt to capital ratio (%)
22. Share capital
As at 31 March 2016
Issued during the year *
As at 31 March 2017
Issued during the year *
As at 31 March 2018
Mar 2018
$000’s
26,966
(1,300)
25,666
19,082
134.5%
Ordinary 0.1p
No of
shares
Nominal
value
Deferred 0.9p
No of
shares
Nominal
value
2,079,908,596
2,583,495,863
4.663,404,459
461,882,523
5,125,286,982
3,255 863,562,664
–
3,315
6,570 863,562,664
–
620
7,190 863.,562,664
12,850
–
12,850
–
12,850
Mar 2017
$’000
7,101
(1,326)
5,775
33,508
17.2%
Share
premium
71,652
3,150
74,802
2,558
77,360
* Details of the shares issued during the year are as shown in the table below and in the Statement of Changes of Equity on pages 26 and 27.
There were no shares reserved for issue under share options at 31 March 2018 (2017: nil). The number of shares
held by the EBT at 31 March 2018 was 32,500,000 (2017: 32,500,000), see note 23 for additional details about
the EBT.
The deferred shares carry no rights to dividends or to participate in any way in the income or profits of the
Company. They may receive a return of capital equal to the amount paid up on each deferred share after the
ordinary shares have received a return of capital equal to the amount paid up on each ordinary share plus
£10,000,000 on each ordinary share, but no further right to participate in the assets of the Company. The
Company may, subject to the Statutes, acquire all or any of the deferred shares at any time for no consideration.
The deferred shares carry no votes.
The ordinary shares carry all the rights normally attributed to ordinary shares in a company subject to the rights
of the deferred shares.
See also Note 29 on page 62 for details of share issues after the reporting date.
52 VAST RESOURCES
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 53
Date of issue
2017
7 Apr 2016
12 Apr 2016
14 Apr 2016
25 Apr 2016
19 May 2016
27 Jun 2016
8 Jul 2016
11 Jul 2016
2 Aug 2016
17 Aug 2016
17 Aug 2016
17 Aug 2016
29 Sep 2016
13 Oct 2016
13 Oct 2016
26 Oct 2016
26 Oct 2016
3 Nov 2016
15 Nov 2016
21 Nov 2016
24 Nov 2016
25 Nov 2016
25 Nov 2016
28 Nov 2016
29 Nov 2016
9 Dec 2016
30 Dec 2016
22 Feb 2017
28 Feb 2017
6 Mar 2017
27 Mar 2017
28 Mar 2017
Number
of shares
Issue
price
(pence)
Purpose of issue
120,000,000
55,555,550
60,140,493
60,000,000
84,284,277
76,111,100
37,037,036
300,000,001
181,992,582
101,719,298
16,153,846
26,315,789
120,691
122,120
47,619,046
31,853,636
428,571,428
105,263,158
58,823,529
66,666,666
66,666,666
77,596
127,548,940
139,000,000
134,040,666
376,409
129,716,169
12,500,000
37,500,000
25,000,000
52,631,578
87,593
2,583,495,863
0.1
0.24
0.1
0.1
0.1
0.1
0.63
0.285
0.285
0.285
0.26
0.285
0.5
0.5
0.28
0.1
0.21
0.19
0.17
0.15
0.15
0.5
0.1
0.15
0.15
0.5
0.1
0.4
0.4
0.4
0.5
0.5
Exercise of warrants – Crede Capital
Issued for cash to investors
Exercise of warrants – Crede Capital
Exercise of warrants – Crede Capital
Exercise of warrants – Crede Capital
Exercise of warrants by investors
Issued for cash to investors
Issued for cash – general placing
Issued for cash – open offer to existing shareholders
Issued for cash – supplementary placing
Settle liabilities
Placing shares issued to broker
Exercise of open offer warrants
Exercise of open offer warrants
Issued for cash to investors
Exercise of management warrants
Loan Notes converted by Bracknor Fund Ltd
Loan Notes converted by Bracknor Fund Ltd
Loan Notes converted by Bracknor Fund Ltd
Loan Notes converted by Bracknor Fund Ltd
Loan Notes converted by Bracknor Fund Ltd
Exercise of open offer warrants
Exercise of warrants by investors
Loan Notes converted by Bracknor Fund Ltd
Loan Notes converted by Bracknor Fund Ltd
Exercise of open offer warrants
Exercise of management warrants
Exercise of warrants – Bracknor Fund Ltd
Exercise of warrants – Bracknor Fund Ltd
Exercise of warrants – Bracknor Fund Ltd
Exercise of placing warrants issued to broker
Exercise of open offer warrants
VAST RESOURCES 53
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 54
Notes to Financial Statements
continued
22. Share capital continued
Date of issue
2018
4 Apr 17
1 Jun 17
14 Jun 17
26 Jul 17
9 Oct 17
17 Oct 17
27 Oct 17
30 Oct 17
1 Nov 17
3 Nov 17
21 Nov 17
21 Nov 17
27 Nov 17
6 Dec 17
11 Dec 17
13 Dec 17
22 Dec 17
29 Dec 17
30 Jan 18
1 Feb 18
22 Feb 18
9 Mar 18
23 Mar 18
Number
of shares
Issue
price
(pence)
Purpose of issue
6,116
20,000,000
51,386
225,017
2,228
2,112
1,061,060
183,180
265,161
36,794
190,476,190
1,000,000
807,018
382,062
234,261,876
123,553
1,250,956
163,147
541,204
5,799
8,000,000
37,664
3,000,000
461,882,523
0.5
0.5
0.5
0.5
0.5
0.5
0.5
0.5
0.5
0.5
0.525
0.5
0.5
0.5
0.525
0.5
0.5
0.5
0.5
0.5
0.5
0.5
0.5
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Issued for cash to investors
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Open offer to existing shareholders
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Directors and Management financing agreement
As previously reported, on 6 January 2016 the Directors of the Company, together with certain senior managers,
subscribed an aggregate amount of £0.5 million for new ordinary shares of 0.1p each in the Company, together
with one warrant for each share issued; these warrants carry an entitlement either to one share at a price of
130 per cent of the issue price of the shares to which the warrant related or to a number of shares to be
determined by a calculation based on a Black Scholes valuation of the shares at the time of exercise. 62,500,000
new Ordinary Shares were issued by the Company together with 62,500,000 warrants.
As at 31 March 2017, the Directors and senior managers held 5,208,313 unexercised warrants. None of these
have been exercised in the current year and all remain unexercised at 31 March 2018. The last date for exercise
is 31 March 2021.
Existing shareholders financing agreement
As reported in the report for the year to 31 March 2016, on 4 March 2016 the Company entered into an
agreement with a number of existing shareholders (the “Investors”) for their subscription for up to £0.8 million,
on similar terms as those agreed with the Directors and Management, detailed above. A total of 190,211,632
shares were subscribed for; in addition, 190,211,632 warrants were issued.
At 31 March 2017 there remained 6,613,756 warrants unexercised by these investors. None of these have been
exercised in the current year and all remain unexercised at 31 March 2018. The last date for exercise is 31 March
2021.
54 VAST RESOURCES
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 55
23. Share based payments
Equity – settled share based payments
The Company has granted share options and warrants to Directors, staff and consultants.
In June 2015, the Company also established a Share Appreciation Scheme to incentivise Directors and senior
executives. The basis of the Scheme is to grant a fixed number of ‘share appreciation rights’ (SARs) to
participants. Each SAR is credited rights to receive at the discretion of the Company ordinary shares in the
Company or cash to a value of the difference in the value of a share at the date of exercise of rights and the
value at date of grant. The SARS are subject to various performance conditions.
The tables below reconcile the opening and closing number of SAR’s in issue at each reporting date:
Exercise
price
Options
0.45p
0.5p
0.5p
0.7p
0.7p
Exercise
price
Options
0.7p
0.7p
In issue
at 31 March
2017
–
–
–
56,500,000
40,500,000
Issued during Lapsed during
year
year
Exercised
during year
5,000,000
50,500,000
50,500,000
–
–
–
–
–
(32,000,000)
(12,000,000)
97,000,000
106,000,000
(44,000,000)
In issue
at 31 March
2016
56,500,000
40,500,000
97,000,000
Issued during Lapsed during
year
year
Exercised
during year
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
In issue
at 31 March
2018
5,000,000
50,500,000
50,500,000
24,500,000
28,500,000
159,000,000
In issue
at 31 March
2017
56,500,000
40,500,000
97,000,000
Final exercise date
June 2020
March 2022
March 2023
March 2019
March 2020
Final exercise date
March 2019
March 2020
The tables below reconcile the opening and closing number of share options and warrants in issue at each
reporting date:
Exercise
price
Warrants
In issue
at 31 March
2017
Issued during Lapsed during
year
year
0.4p
0.5p
0.5p
0.5p
variable
variable
variable
5,425,000
6,659,903
564,418,700
13,340,097
14,583,250
6,613,756
–
–
–
–
–
–
–
565,000,000
611,040,706
565,000,000
–
–
–
–
–
–
–
–
Exercised
during year
–
6,659,903
17,144,457
13,340,097
–
–
In issue
at 31 March
2018
5,425,000
–
547,274,243
–
14,583,250
6,613,756
Final exercise date
October 2019
December 2017
June 2019
December 2017
January 2021
March 2021
–
565,000,000
See note
37,144,457 1,138,896,249
Note: These warrants are only exercisable in the event of a default in repayment of the Mercuria Tranche A pre-payment off-take facility
of US$4,500,000 (Mercuria Warrants). The Directors consider the probability of such default to be remote and the fair value of these
warrants to be immaterial as a consequence.
VAST RESOURCES 55
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 56
Notes to Financial Statements
continued
23. Share based payments continued
Exercise
price
Options
0.5p
2.0p
Warrants
0.4p
0.5p
0.5p
0.5p
variable
variable
In issue
at 31 March
2016
6,809,709
500,000
–
6,659,903
–
–
136,648,149
Issued during Lapsed during
year
year
Exercised
during year
–
–
6,809,709
500,000
–
–
In issue
at 31 March
2017
–
–
Final exercise date
80,425,000
–
617,834,687
13,340,097
–
140,211,632
75,000,000
–
–
–
–
–
5,425,000 October 2019
6,659,903
564,418,700
13,340,097
14,583,250
6,613,756
–
53,415,987
–
122,064,899
133,597,876
December 2017
June 2019
December 2017
January 2021
March 2021
150,617,761
851,811,416
7,309,709
384,078,762
611,040,706
Outstanding at the beginning of the year
Granted during the year
Lapsed during the year
Exercised during the year
Outstanding at the end of the year
Exercisable at the end of the year
2018
Weighted
average
exercise price
(pence)
0.43
0.50
0.75
0.50
0.44
0.41
Number
708,040,706
106,000,000
(44,000,000)
37,144,457
732,896,249
701,040,706
2017
Weighted
average
exercise price
(pence)
0.70
0.12
0.55
0.39
0.43
0.43
Number
247,617,761
851,811,416
(7,309,709)
384,078,762
708,040,706
708,040,706
The weighted average remaining lives of the SARs, share options or warrants outstanding at the end of the
period is 22 months (2017: 28 months). Of the 732,896,249 SARs, options and warrants outstanding at 31 March
2018 (2017: 708,040,706), 701,040,706 (2017: 708,040,706) are fully vested in the holders and are exercisable
at that date. The Mercuria Warrants are not included in these calculations or figures as they are only exercisable
in the event of a default.
Fair value of share options
The fair values of share options and warrants granted have been calculated using the Black Scholes pricing
model which takes into account factors specific-to-share incentive plans such as the vesting periods of the plan,
the expected dividend yield of the Company’s shares and the estimated volatility of those shares. Based on the
above assumptions, the fair values of the options granted are estimated to be:
Share
Option or
Warrant
Value
variable
variable
0.5p
0.5p
0.5p
variable
0.4p
Grant
date
Apr 16
Jul-16
Jul-16
Aug-16
Aug-16
Oct-16
Oct-16
Share
price
at date
of grant
0.240p
0.360p
0.315p
0.265p
0.290p
0.280p
0.320p
Vesting
periods
Mar-21
Mar-21
Jun-19
Jun-19
Jun-19
Mar-21
Oct-19
Volatility
Life
(years)
Dividend
yield
135%
135%
76%
76%
76%
135%
76%
5.00
5.00
4.11
4.01
3.97
5.00
3.97
nil
nil
nil
nil
nil
nil
nil
Risk free
interest
rate
1.5%
1.5%
0.63%
0.34%
0.34%
1.5%
0.18%
Fair value
.2055p
.3082p
0.5670p
0.0522p
0.0664p
0.2397p
0.1012p
Volatility has been based on historical share price information. A higher rate of volatility is used when
determining the fair value of certain options in order to reflect the special conditions attached thereto.
Based on the above fair values the expense arising from equity-settled share options and warrants made was
$26,747 (2017: $1,648,400).
56 VAST RESOURCES
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 57
Cash-settled share based payments
The Directors of the Company have set up an Employee Benefit Trust (EBT) in which a number of employees
and directors are participants. The EBT holds shares on behalf of each participant until such time as the
participant exercises their right to require the EBT to sell the shares. On the sale of the shares the participant
receives the appreciation of the value in the shares above the market price on the date that the shares were
purchased by the EBT, subject to the first 5% in growth in the share price, on an annual compound basis, being
retained by the EBT. The participant pays 0.01p per share to acquire their rights. The table below sets out the
subscription price and the rights exercisable in respect of the EBT.
As set out in the EBT accounting policy note, the EBT has been included as part of the Company financial
statements and consolidated as part of the Group financial statements.
Exercise
price
Outstanding
at 31 March
2017
Exercised
during last
12 months
Lapsed
during last
12 months
Granted
during last
12 months
Outstanding
at 31 March
2018
Date exercisable from
8.75p
8.75p
9.00p
9.00p
6.00p
6.00p
6,000,000
6,000,000
2,500,000
2,500,000
7,750,000
7,750,000
32,500,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
6,000,000
6,000,000
2,500,000
2,500,000
7,750,000
7,750,000
32,500,000
July 2010
July 2011
August 2011
August 2012
August 2012
August 2013
As at 31 March 2017 a total of 32,500,000 of the EBT participation rights were exercisable.
Exercise
price
Outstanding
at 31 March
2016
Exercised
during last
12 months
Lapsed
during last
12 months
Granted
during last
12 months
Outstanding
at 31 March
2017
Date exercisable from
8.75p
8.75p
9.00p
9.00p
6.00p
6.00p
6,000,000
6,000,000
2,500,000
2,500,000
7,750,000
7,750,000
32,500,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
6,000,000
6,000,000
2,500,000
2,500,000
7,750,000
7,750,000
32,500,000
July 2010
July 2011
August 2011
August 2012
August 2012
August 2013
As at 31 March 2017 a total of 32,500,000 of the EBT participation rights were exercisable.
Fair value of EBT participant rights
The fair values of the rights granted to participants under the EBT have been calculated using a Black Scholes
valuation model. Based on the assumptions set out in the table below, as well as the limitation on the growth
in share price attributable to the participants (as set out in the table above) the fair-values are estimated to be:
Rights exercisable from:
Jul 2010
Jul 2011
Aug 2011
Aug 2012
Aug 2012
Aug 2013
Grant date
Validity of grant
Vesting periods
Share price at date of grant
Volatility
Dividend yield
Risk free investment rate
Fair value
Aug 2009
10 years
Aug 2009 –
Jul 2010
8.75p
51%
Nil
0.65%
Nil
Oct 2010
10 years
Aug 2009
10 years
Oct 2010
10 years
Aug 2009 – Oct 2010 – Oct 2010 –
Aug 2012
Aug 2011
9.00p
9.00p
51%
51%
Nil
Nil
0.65%
0.65%
Nil
Nil
Jul 2011
8.75p
51%
Nil
0.65%
Nil
Sep 2011
10 years
Sep 2011 –
Aug 2012
6.00p
51%
Nil
0.65%
Nil
Sep 2011
10 years
Sep 2011 –
Aug 2013
6.00p
51%
Nil
0.65%
Nil
VAST RESOURCES 57
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 58
Notes to Financial Statements
continued
23. Share based payments continued
The Group has recorded liabilities in respect of the EBT of $nil and $nil in 2017 and 2018. Fair value of the EBT
is determined by using the Black Scholes model using the assumptions noted in the above table. The Group
recorded total expenses of $nil and $nil in 2017 and 2018, respectively. The total intrinsic value at 31 December
2017 and 2018 was $nil and $nil, respectively.
Volatility has been calculated by reference to historical share price information
Warrant and Share option expense
Warrant and share option expense:
– In respect of remuneration contracts
– In respect of financing arrangements
Total expense/(credit)
2016
Group
$’000
27
–
27
2017
Group
$’000
198
1,450
1,648
24. Reserves
Details of the nature and purpose of each reserve within owners’ equity are provided below:
•
•
•
•
•
•
•
Share capital represents the nominal value at 0.1p each of the shares in issue.
Share premium represents the balance of consideration received net of fund raising costs in excess of the
par value of the shares.
The share options reserve represents the accumulated balance of share benefit charges recognised in
respect of share options granted by the Company, less transfers to retained losses in respect of options
exercised or lapsed.
The foreign currency translation reserve represents amounts arising on the translation of the Group and
Company financial statements from Sterling to United States Dollars, as set out in the Statement of
Accounting Policies on page 34, prior to the change in functional currency to United States Dollars,
together with cumulative foreign exchange differences arising from the translation of the Financial
Statements of foreign subsidiaries; this reserve is not distributable by way of dividends.
The available for sale reserve represents the gains/(losses) arising on recognising financial assets classified
as available for sale at fair value.
The EBT reserve has been recognised in respect of the shares in the Company purchased by the EBT; the
reserve serves to offset against the increased share capital and share premium arising from the Company
effectively purchasing its own shares.
The retained deficit reserve represents the cumulative net gains and losses recognised in the Group
statement of comprehensive income.
25. Non-controlling Interests
Dallaglio Investments (Private) Limited (Dallaglio) together with its subsidiaries are subsidiaries of the Company
that has material non-controlling interests (NCI). The Company’s effective shareholding in Dallaglio amounts to
25.01% (see also below) and control is exercised by the Group by virtue of a casting vote held by the Chairman
of the Company, who is an appointee of the Company.
Ronquil Enterprises (Private) Limited is a subsidiary of the Company which also has an NCI. This Company was
formed as an intermediate holding company for the Group’s interest in Dallaglio. The Company’s shareholding
is 50.01%.
African Consolidated Resources SRL is an 80% owned subsidiary of the Company which also has an NCI. This
follows the merger of this company with Mineral Mining in February 2016.
58 VAST RESOURCES
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 59
Sinarom Mining Group SRL was a 50.1% owned subsidiary of the Company which also had a NCI. On 19 July 2017
the Group acquired the remaining shareholding of this subsidiary at which point the non-controlling interest
was extinguished.
Summarised financial information for these three entities, before intra-group eliminations, is presented below
together with amounts attributable to NCI:
African
Consolidated
Resources
Dallaglio and
SRL
subsidiaries
$000’s
For the year ended 31 March 2018 $000’s
Ronquil
Sinarom Enterprises
(Private)
Limited Total NCI
$000’s $000’s
Mining
Group SA
$000’s
Revenue 27,590 664 3,098 – 31,352
Cost of sales (19,114) – (4,298) – (23,412)
Gross Profit (loss) 8,475 664 (1,200) – 7,939
Administrative expenses (1,567) (653) (1,514) – (3,734)
Operating profit (loss) 6,908 11 (2,714) – 4,205
Finance expense (419) (1) (10) (21) (451)
Loss before tax 6,489 10 (2,724) (21) 3,754
Tax expense/credit (3,794) – – – (3,794)
Profit (loss) after tax 2,695 10 (2,724) (21) (40)
Total comprehensive profit (loss)
allocated to NCI 1,702 3 125 (10) 1,820
Cash flows from operating activities 5,984 (1,720) 1,105 – 5,369
Cash flows from investing activities (6,190) (1,023) (2,036) – (9,249)
Cash flows from financing activities – 2,745 1,663 – 4,408
Net cash inflows/(outflows) (206) 2 732 – 528
As at 31 March 2018 $000’s
Assets:
$000’s
$000’s $000’s $000’s
Intangible assets – (1) – – (1)
Property plant and equipment 15,905 6,501 5,184 – 27,590
Investment in joint venture 559 – – – 559
Inventory 2,883 12 1,094 – 3,989
Receivables 4,302 845 521 25 5,693
Cash and cash equivalents 272 3 763 – 1,038
Liabilities:
Loans and other borrowings 4,730 8,719 12,487 – 25,936
Trade and other payables 2,336 835 2,572 – 5,743
Deferred tax liability 3,330 – – – 3,330
Provisions 877 – 521 – 1,398
Accumulated non-controlling
interests 20,348 252 – 2,447 23,047
VAST RESOURCES 59
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 60
Notes to Financial Statements
continued
25. Non-controlling Interests continued
Dallaglio and
subsidiaries
$000’s
For the year ended 31 March 2017
African
Consolidated Sinarom
Resources Mining
SRL Group SA Total NCI
$000’s $000’s $000’s
Revenue 21,137 – 2,628 23,765
Cost of sales (13,635) – (3,745) (17,380)
Gross profit (loss) 7,502 – (1,117) 6,385
Administrative expenses (1,418) (563) (1,461) (3,442)
Operating profit (loss) 6,084 (563) (2,578) 2,943
Finance expense 61 – – 61
Profit (loss) before tax 6,145 (563) (2,578) 3,004
Tax expense/credit (1,193) – – (1,193)
Profit (loss) after tax 4,952 (563) (2,578) 1,811
Total comprehensive profit (loss) allocated to NCI (2,427) 11 1,540 (876)
Cash flows from operating activities 7,231 (364) (1,914) 4,953
Cash flows from investing activities (6,320) (1,211) (1,235) (8,766)
Cash flows from financing activities – 1,506 3,175 4,681
Net cash inflows/(outflows) 911 (69) 26 868
$000’s
$000’s $000’s $000’s
As at 31 March 2017
Assets:
Property plant and equipment 10,764 5,399 3,890 20,053
Investment in joint venture 457 – – 457
Deferred tax asset 465 – – 465
Inventory 2,065 14 733 2,812
Receivables 2,597 640 459 3,696
Cash and cash equivalents 22 1 31 54
Liabilities:
Loans and other borrowings 3,044 5,894 7,292 16,230
Trade and other payables 4,204 1,361 2,053 7,618
Accumulated non-controlling
interests 14,040 250 (1,897) 12,393
26. Related party transactions
Company and group
Directors and key management emoluments are disclosed in notes 6 and 7.
Group
The non-controlling interest in African Consolidated Resources SRL, where 20% of the shareholding of the
subsidiary is held by third parties (the “AP Group”), consisting as to a majority of a director and senior executives
of the group, namely:
Roy Tucker
Andrew Prelea
Senior Romanian management
Non-related party
(Director)
(Director)
2%
8%
2%
8%
At the reporting date, there was an amount owing by African Consolidated Resources SRL to the AP Group of
$165,399 (2017: $117,303)
60 VAST RESOURCES
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 61
At the reporting date, there was an amount owing by African Consolidated Resources SRL to the individual
related members of the AP Group, totalling $78,348 (2017: $23,233).
At the reporting date, there was an amount owing by African Consolidated Resources SRL to Ozone Homes SRL
(Ozone) of $16,727 (2017: $52,448) in respect of transactions undertaken by Ozone in 2014. Ozone is a company
controlled by Andrew Prelea, the Group CEO and senior Group executive in Romania.
At the reporting date, there was an amount owing by Breckridge Investments (Private) Limited (Breckridge) to
Hopina Investments (Private) Limited (Hopina) of $1,000,000 (2017: $1,150,000) in respect of plant and
equipment disposed of to Breckridge at the commencement of operations at Pickstone Peerless Gold Mine.
Hopina is a company controlled by the non-controlling interest in Breckridge.
At the reporting date, there was an aggregate amount of $1,444,467 (2017: nil) owing by Breckridge
Investments (Private) Limited (Breckridge) to Ambridge Investments (Private) Limited and H.M. Barbour (Private)
Limited, both of which are companies under the control of a director of Breckridge. The loans are interest free
and have no fixed terms of repayment.
27. Contingent liabilities and capital commitments
Contingent liability – Tax Investigation in Zimbabwe
As previously reported, in January 2017 the Zimbabwe Revenue Authority (ZIMRA) issued assessments for Value
Added Tax, penalties and interest against Canape Investments (Private) Limited (Canape) for a total of
$2,998,363 for the years 2009 to 2015. Canape entered a formal objection to these assessments and the
assessments were withdrawn in September 2017 with ZIMRA accepting that the basis on which the assessments
had been raised had no validity. While the case is not yet concluded and a number of correspondence items
with ZIMRA remain open relating to VAT and other local taxes, the management of Canape, advised by its
professional advisors, consider that little, if any, of the amounts under review are due and that any amounts
which may become payable are fully provided for.
28. Litigation
Marange
In 2006 the Group registered several mining claims in Marange under shelf companies. At that time the Group
was not aware that the shelf companies had not actually been registered. In Zimbabwe the registration process
had started but the companies were only registered a short period after the claims were registered in their
names. After the registration of the claims 120,031.87 carats of diamonds were acquired from the claims. The
Zimbabwe Mining Commissioner subsequently cancelled the registration of the claims on the instructions of
the Minister of Mines. The Group instituted proceedings in the Zimbabwe High Court challenging the
cancellations of the registration of the claims. The Zimbabwe High Court handed down a judgement declaring
that the cancellations were invalid and that the Group legally held the claims. The High Court also ordered that
the diamonds, which had been seized from the Group’s offices in Harare, should be returned.
The Minister of Mines instructed the Attorney General to note an appeal to the Supreme Court. The appeal was
noted but the Attorney General renounced agency because he considered that there were no valid grounds of
appeal. The diamonds that were seized from the Group were not returned. They are being held in the vault of
the Reserve Bank of Zimbabwe.
The Minister of Mines subsequently wrote to the High Court judge asking him to rescind his judgement on the
basis that the Group had fraudulently withheld information in order to get a favourable judgement. Although
the Judge had no jurisdiction to deal with the matter because it was on appeal to the Supreme Court, he did
issue a judgement rescinding his earlier judgement. The Group has appealed against that judgement. Legal
opinion is to the effect that the Rescission Judgement is fatally flawed. The Minister withdrew his appeal to the
Supreme Court so if the Supreme Court upholds the appeal against the Rescission Judgement the claims will
revert to the Group.
VAST RESOURCES 61
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 62
Notes to Financial Statements
continued
28. Litigation continued
In 2010, soon after the issue of the Rescission Judgement, the Attorney General laid criminal charges against
the Group, the allegations being that registration of the claims in the names of the non- registered companies
was prejudicial to the Ministry of Mines; alternatively, the Group was illegally in possession of the diamonds
above. The Group applied to the High Court for the charges to be quashed. More than 2 years later, in May 2013,
the Judge handed down his judgement. He ruled that he could not quash the charges and that the Group should
have applied for a stay of proceedings until the appeal had been determined. The suggested application has
since been made to the Attorney General. Legal opinion is to the effect that the possibility of conviction on any
of the charges is very remote. However, the Attorney General has now withdrawn the charges because, instead
of the charges being laid against the parent company or any active group subsidiary, they were laid against
African Consolidated Resources (Private) Limited, a company registered in Zimbabwe, which is a shelf company
and not a Group company. It could not have been involved because it had no staff.
The above-mentioned appeal by the Group to the Supreme Court against the judgement rescinding the original
Zimbabwe High Court judgement which had upheld the Group’s claims remains open and is capable of being
set down by the Group for hearing at any time.
29. Events after the reporting date
Acquisition of 95% interest in Eureka Gold Mine, Zimbabwe
The Company announced on 20 April 2018 the acquisition by 25.01% owned Dallaglio from Alpha Resources
Ltd and Industrial Corporation of South Africa Ltd of a 95% interest in Delta Gold Zimbabwe (Pvt) Ltd (‘Delta
Gold’), the owner of the Eureka Gold Mine in Zimbabwe. Eureka is a modern gold mine originally designed to
produce up to 70,000oz of gold per annum for an open pit operation and was on care and maintenance at the
time of the acquisition. The historical investment is $30 million which investment includes a 1.8 million tpm
processing plant and associated infrastructure which remains in a serviceable condition. The mine has an NI43-
101 Mineral Resource Compliant Resource dated 2012 of 22.3Mt at an average grade of 1.90g/t gold for
1,367.600 gold. The mine is planned to be commissioned by June 2019.
The consideration for the acquisition was $4.485 million cash plus an obligation to finance Delta Gold’s creditors,
being £1.8 million. The purchase price was financed by a loan from SSGI repayable in 24 equal monthly
instalments, with loan repayments and finance for the Delta Gold creditors to be provided from cash flow from
the Pickstone-Peerless Mine.
The loan from SSGI is secured by a pledge over 100% of shares of Dallaglio and of the shares of Delta Gold.
SSGI has the option to acquire a 25% interest in Delta Gold at $4.6 million plus interest.
Reliable up to date accounting information on Eureka and Delta Gold was not available at the time of compilation
of this report. It is anticipated that the results of Eureka will be consolidated with the Group. However, not all
the disclosures required in terms of IFRS3 can be made.
Memorandum of Understanding for exploitation of diamonds in Zimbabwe
The Company announced on 1 May 2018 that it had signed a Memorandum of Understanding with Botswana
Diamonds plc to exchange information derived from past exploration on areas prospective for diamonds in
Zimbabwe and to form a special purpose jointly owned company for the purpose of developing and exploiting
diamond resources in Zimbabwe:
Acquisition of 29.41% interest in Blueberry Project, Romania
The Company announced on 15th August 2018 that the Company’s newly formed subsidiary EMA Resources
Ltd (EMA) had contracted to acquire the entire share capital of the Romanian company Blueberry Ridge SRL
(BRL) (the owner of the Blueberry Project) in consideration of an undertaking by EMA to issue the vendors shares
in EMA which will constitute 70.59% of the enlarged ordinary share capital of EMA, the Company thus retaining
29.41% of such capital subject to a possible reduction to 26.41% on account of the entitlement by Andrew
Prelea to 10% of the Company’s share of Blueberry.
62 VAST RESOURCES
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 63
The Blueberry Project is a brown field perimeter covering 7.285km2 in the ‘Golden Quadrilateral’ of Romania
and is adjacent to the previously producing Baia de Aries mine which is reported to have produced 20% of the
historical gold production from the Golden Quadrilateral. Historical work across the perimeter has demonstrated
prospectively for gold and polymetallic mineralisation.
It is not expected that the results of EMA will be consolidated with those of the Group as it is anticipated that
EMA will be run as an independent company although with exploration and, subject to exploration results, in
due course mining managed by the Company.
Due diligence and joint venture terms on Heritage Concession in the Marange Diamond Fields in Zimbabwe
The Company announced on 22 August 2018 that it had concluded an agreement with Red Mercury (Pvt) Ltd,
a company owned by the Marange-Zimunya community, a Community Share Ownership Trust under the laws
of Zimbabwe, for exclusive access to the Heritage Concession in the Marange Diamond Fields. The Heritage
Concession is close to the area of Vast’s historical Marange Diamond Fields claim and is understood to be an
extension of the same geological system. The purpose of the agreement was to carry out initial due diligence
with the view to a joint venture agreement for exploration, mining and marketing.
It is not known at present whether the results of the joint venture agreement if concluded will be consolidated
with those of the Group.
Baita Plai Association Licence
The Company announced on 20 September 2018 that, following a request to amend the association licence
submission documents in accordance with the mining legislation, all formalities required to effect the required
changes had been addressed and completed, and the documentation had been submitted to Romania’s National
Agency for Mineral Resources (ANRM) for formal approval.
Exercise of warrants
Warrants were exercised, and shares issued, as follows:
Date
5 April 2018
10 May 2018
15 May 2018
23 May 2018
31 May 2018
22 June 2018
24 July 2018
2 August 2018
6 August 2018
28 August 2018
29 August 2018
10 September2018
Warrants exercised
Shares issued
8,200,000
244,240
513,456
300,000
539,280
78,701
2,426,640
400,000
1,384,087
3,000,000
14,043
354,006
8,200,000
244,240
513,456
300,000
539,280
78,701
2,426,640
400,000
1,384,087
3,000,000
14,043
354,006
Share placing and subscription
On 27 June 2018 the Company announced that it had concluded a placing of 238,095,238 ordinary 0.1p shares
in the Company at a price of 0.525p each. The gross proceeds of the placing amounted to $1.652 million (£1.250
million) and the net proceeds, after the costs of the placing, were $1.487 million (£1.113 million)
On 29 August 2018. the Company announced that it had successfully concluded a subscription of 133,914,127
ordinary shares of 0.1 pence in the Company at a price of 0.645 pence per ordinary share raising in aggregate,
£863,750 (approximately $1,112,510). No costs were incurred in this subscription.
Appointment of non-executive director
On 9 May 2018 Mr Nicholas Hatch was appointed to the board as a non-executive director.
VAST RESOURCES 63
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 64
Notes to Financial Statements
continued
30. Group subsidiaries
A full list of all subsidiary companies and their registered offices is given below:
Company
Country of
registration
Reg.
office Group Interest
2017
2018
note
African Consolidated Resources SRL
African Consolidated Resources PTC Ltd *
Breckridge Investments (Private) Limited
Cadex Investments (Private) Limited
Canape Investments (Private) Limited
Conneire Mining (Private) Limited
Dallaglio Investments (Private) Limited
Breckridge Investments (Private) Limited
Dashaloo Investments (Private) Limited
Zimbabwe
Exchequer Mining Services (Private) Limited Zimbabwe
Fisherman Mining Limited
Romania
BVI
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zambia
Heavystuff Investment Company (Private)
Limited
Kleton Investments (Private) Limited
Lafton Investments (Private) Limited
Lescaut Investments (Private) Limited
Lomite Investments (Private) Limited
Lotaven Investments (Private) Limited
Mayback Investments (Private) Limited
Millwall International Investments Limited
Moorestown Limited
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
BVI
BVI
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Romania
UK
UK
Mystical Mining (Private) Limited
Naxten Investments (Private) Limited
Nivola Mining (Private) Limited
Olebile Investments (Private) Limited
Perkinson Investments (Private) Limited
Possession Investment Services (Private)
Limited
Rabame Investments (Private) Limited
Ronquil Enterprises (Private) Limited
Sackler Investments (Private) Limited
Schont Mining Services (Private) Limited
Sinarom Mining Group SRL
Vast Resources Nominees Limited **
Vast Resources Romania Limited
Vast Resources Zimbabwe (Private) Limited Zimbabwe
Zimbabwe
Accufin Investments (Private) Limited
Zimbabwe
Aeromags (Private) Limited
Campstar Mining (Private) Limited
Zimbabwe
Zimbabwe
Chaperon Manufacturing (Private) Limited
Charmed Technical Mining (Private) Limited Zimbabwe
Chianty Mining Services (Private) Limited
Zimbabwe
Corampian Technical Mining (Private) Limited Zimbabwe
Deep Burg Mining Services (Private) Limited Zimbabwe
Deft Mining Services (Private) Limited
Zimbabwe
Elfman Investment Services (Private) Limited Zimbabwe
Zimbabwe
Febrim Investments (Private) Limited
64 VAST RESOURCES
1
3
5
5
6
6
5
6
6
7
6
5
5
5
5
5
5
3
3
6
6
6
6
6
6
6
6
6
6
2
4
4
6
6
6
6
6
6
6
6
6
6
6
6
nil
80% 80%
nil
25.05% 50%
100% 100%
100% 100%
100% 100%
25.05% 50%
100% 100%
100% 100%
49.6% 100%
100% 100%
25.05% 50%
100% 100%
25.05% 50%
100% 100%
25.05% 50%
25.05% 50%
100% 100%
100% 100%
100% 100%
100% 100%
25.05% 50%
100% 100%
100% 100%
Nature of business
Mining development
Nominee company
Mining Production
Claim holding
Mining investment
Claim holding
Holding Company for
Claim holding
Claim holding
Mining exploration and
development
Claim holding
Claim holding
Claim holding
Claim holding
Claim holding
Claim holding
Claim holding
Holding company
Mining exploration and
development
Claim holding
Asset holding
Claim holding
Claim holding
Claim holding
Claim holding
Claim holding
Holding company
Claim holding
Claim holding
100% 100%
25.05% 50%
50.01% 100%
100% 100%
100% 100%
100% 50.1% Mining production
Nominee company
100% 100%
Mining investment
100% 100%
Mining investment
100% 100%
Dormant
100% 100%
Dormant
100% 100%
Dormant
100% 100%
Dormant
100% 100%
Dormant
100% 100%
Dormant
100% 100%
Dormant
100% 100%
Dormant
100% 100%
Dormant
100% 100%
Dormant
–
100%
Dormant
100% 100%
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 65
Company
Country of
registration
Reg.
office Group Interest
2017
2018
note
Nature of business
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Filkins Investment Services (Private) Limited Zimbabwe
Gerry Investment Company (Private) Limited Zimbabwe
Zimbabwe
Gigli Investment Services (Private) Limited
Zimbabwe
Hemihelp Investments (Private) Limited
Zimbabwe
Isiyala Mining (Private) Limited
Zimbabwe
Katanga Mining (Private) Limited
Zimbabwe
Kengen Trading (Private) Limited
Kielty Investments (Private) Limited
Zimbabwe
Lucciola Investment Services (Private)
Limited
Lyndock Investment Company (Private)
Limited
Maglev Investment Services (Private)
Limited
Malaghan Investments (Private) Limited
Methven Investment Company (Private)
Limited
Mimic Mining (Private) Limited
Monteiro Investments (Private) Limited
Nedziwe Mining (Private) Limited
Nemies Investment Services (Private)
Limited
Notebridge Investments (Private) Limited
Pickstone-Peerless Mining (Private) Limited
Prudent Mining (Private) Limited
Rania Haulage (Private) Limited
Re-Energised Investments (Private) Limited
Regsite Mining Services (Private) Limited
Riberio Mining Services (Private) Limited
Swadini Miners (Private) Limited
Tamahine Investments (Private) Limited
The Salon Investments (Private) Limited
Vono Trading (Private) Limited
Warkworth Investment Services (Private)
Limited
Wynton Investment Company (Private)
Limited
Zimchew Investments (Private) Limited
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
6
100%
–
100%
–
100%
–
100% 100%
100% 100%
100% 100%
100% 100%
100%
–
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
100% 100%
Dormant
–
100%
Dormant
–
100%
100% 100%
Dormant
Dormant
100% 100%
100% 100%
100% 100%
100% 100%
–
100%
100% 100%
100% 100%
100% 100%
100% 100%
–
100%
100% 100%
100% 100%
100% 100%
100% 100%
100% 100%
100% 100%
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
–
100%
Dormant
100% 100%
100% 100%
Dormant
Dormant
*
**
The company has effective control of this entity
Formerly ACR Nominees Ltd
Notes
1
2
3
4
5
6
7
Addresses of Registered offices:
Sat Iacobeni,Str.Minelor Nr.20, Jud. Suceava, Romania
Str.9 Mai, Nr.20, Baia Mare, Jud.Maramures, 430274 Romania
Nerine Chambers, PO Box 906, Road Town, Tortola, British Virgin Islands
Nettlestead Place, Nettlestead, Maidstone, Kent ME18 6HE, United Kingdom
121 Borrowdale Road, Gun Hill, Harare, Zimbabwe
6, John Plagis Avenue, Alexandra Park, Harare, Zimbabwe
Suite 2, Diplomatic Centre, Mass Media, Off Alick Nkhata Road, Lusaka, Zambia
VAST RESOURCES 65
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 66
Company information
Directors
Secretary and registered office
Non-Executive Chairman
Chief Executive Officer
Finance Director
Chief Operations Officer
Non-Executive Director
Non-Executive Director
Brian Moritz
Richard Andrew Prelea
Roy Clifford Tucker
Craig Harvey
Eric Kevin Diack
Nicholas Hatch
Ben Harber
60 Gracechurch Street
London EC3V 0HR
Country of incorporation
United Kingdom
Legal form
Website
Auditors
Nominated & Financial Adviser
Joint Corporate Brokers
Bankers
Registrars
Public Limited Company
www.vastresourcesplc.com
Crowe UK LLP
St Bride’s House
10 Salisbury Square
London EC4Y 8EH
Beaumont Cornish Limited
10th Floor
30, Crown Place
London EC2A 4EB
Brandon Hill Capital Limited
1 Tudor Street
London EC4Y 0AH
SVS Securities Plc
2nd Floor, 20 Ropemaker Street
London EC2Y 9AR
Barclays Bank plc
1 Churchill Place
London E14 5HP
Standard Bank Isle of Man Limited
Standard Bank House
1 Circular Road
Douglas
Isle of Man 1M1 1SB
Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Registered number
5414325
66 VAST RESOURCES
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 67
Notes
VAST RESOURCES 67
251762 Vast Resources R&A pp38-end.qxp 27/09/2018 17:47 Page 68
/ www.vastresourcesplc.com
ROMANIA
Cârlibaba
Manaila Polymetallic Mine
Iacobeni (Processing Plant)
Mâgura Neagra
Piciorul Zimbrului
Blueberry Project
Baita Plai
Bucharest
ZIMBABWE
Eureka Gold Mine
Harare
Pickstone-Peerless Gold Mine
Giant Gold Mine
Marange
Designed by:
www.wren-design.co.uk
Vast Resources Plc
60 Gracechurch Street
London, EC3V 0HR
United Kingdom
info@vastresourcesplc.com
+44 (0) 1622 816918
www.vastresourcesplc.com
Report & Accounts
2017-2018