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Report for the year to
30 April 2021
Business Review
Overview of the year
Chairman’s Report
Strategic Report
Governance
Report of the directors
Statement of directors’ responsibilities
Independent Auditor's report
Financial Statements
Group statement of comprehensive income
Group statement of changes in equity
Company statement of changes in equity
Group and Company statements of financial position
Group and Company statements of cash flow
Statement of accounting policies
Notes to financial statements
Company Information
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For more information, visit our website:
www.vastplc.com
1
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review
Overview of the year ended 30th April 2021
Vast Resources plc (‘Vast’ or the ‘Group’ or the ‘Company’) is focused on two key mining
opportunities in Romania and Zimbabwe. These opportunities comprise the Baita Plai Polymetallic
Mine (“BPPM”) in Romania, and the Group’s expected diamond opportunity in Zimbabwe. The Group
continued to hold the Manaila Polymetallic Mine (“MPM”) on care and maintenance during the
reporting period with the expectation of a funding round at a later stage.
During the period the Company completed the installation of new equipment and the rehabilitation of existing mining infrastructure
at BPPM resulting in commissioning of the plant and the commencement of concentrate production in October 2020. Following initial
production experiences and Covid-19 travel restrictions preventing Craig Harvey being on site and necessitating remote management from
November 2020 to the end of January 2021, the Company implemented a revised mining plan for BPPM in March 2021 incorporating a more
mechanised mining method. Significant value has been added to BPPM and the Company has strengthened the Romanian management
team subsequent to the period end and has further improved processes, procedures, and training to realise the value of the asset.
Discussions continue regarding the conclusion of the Company’s diamond agreement with its Zimbabwe stakeholders. These
discussions are in line with previous expectations, save on timing.
Financial
• 3.7% increase in other administrative and overhead expenses for the year ended 30 April 2021 (US$4.2 million) compared to the year
ended 30 April 2020 (US$4.1 million).
• Foreign exchange gains of US$2.6 million for the year ended 30 April 2021 compared to losses of US$2.0 million for the year ended
30 April 2020. Included within the US$2.0 million of foreign exchange losses last year is US$0.640 million in respect of the Company’s
operations in Zimbabwe.
• 7.1% decrease in losses after taxation in the year ended 30 April 2021 (US$7.7 million) compared to the year ended 30 April 2020
(US$8.3 million).
• Cash balances at the end of the period US$1.385 million compared to US$0.478 million at 30 April 2020.
Operational Development
•
In June, the Company was granted the Manaila Carlibaba Extension Exploitation License which will allow the Company to re-examine
the exploitation of the mineral resources within the larger Manaila Carlibaba license area. The enlarged exploitation license is 138.6
hectares in size, an increase of 410% in surface area from the existing exploitation license at Manaila (27.2 hectares).
•
In October, the Company has also received a time extension of five years on the entire Manaila Carlibaba licence area in accordance
with Romanian Mining Legislation.
• Commencement of production at BPPM in October 2020.
•
•
•
In October, the Company published a JORC 2012 complaint Measured and Indicated Mineral Resource for BPPM which covers the first
three to four years of production.
In November, the Company increased the exploration target tonnes at BPPM which had been reported as part of the October 2021
JORC from 1.8 million – 3.0 million tonnes to 3.2 million - 5.8 million tonnes.
In November, the Company acquired the remaining 20% interest in BPPM (thus increasing its interest in BPPM to 100%) together with
further interests in Romanian assets. The Acquisition was satisfied through the issue of 2,850,000,000 new ordinary shares of 0.1p in
the Company.
•
In August, the Company entered into a conditional agreement for the acquisition of Gem Diamonds Botswana (pty) Ltd, a wholly owned
subsidiary of Gem Diamonds Ltd which owns the Ghaghoo Diamond Mine in Botswana.
• Continued discussions to finalise the agreement with Zimbabwe Consolidated Diamond Company (Pvt) Ltd (“ZCDC”) regarding the right
to mine diamonds for the Company at the community diamond concession.
Post reporting date:
As announced on 1 October 2021, the Company confirmed the suitability of X-Ray Sorting Technology (‘XRT’) to optimise MPM’s
production profile resulting in a substantial improvement in the economics of the mine. The test results conducted by TOMRA indicate
that an XRT machine can substantially reduce transportation and production costs. It is for these reasons that the Company is planning
to recommence production which will be dependent upon obtaining financing.
2
BUSINESS REVIEWVast Resources Plc / Report and Accounts 2021
Funding
Equity:
Fundraising share issues during the year (gross proceeds before cost of issue):
£
$
Shares Issued Issued to
10,624,097
13,900,997
7,285,151,531 Placing with investors
109,800
45,000
365,337
117,006
6,231
136,807
56,653
500,000
147,957
8,070
61,000,000 Subscription by investors
30,000,000 Subscription by management
323,880,177 Settle debt
69,989,038 Settle interest costs
1,246,132 Exercise of open offer warrants
11,267,471
14,750,484
7,771,266,878
Additionally, the Company issued 2,850,000,000 shares to settle the acquisition of the 20% NCI in the subsidiary company Vast Baita
Plai SA.
Post reporting date:
£
2,886,940
225,600
3,112,540
$
Shares Issued Issued to
3,985,515
312,467
4,297,982
78,395,870 Placing with investors
3,580,952 Subscription by investors
81,976,822
On 6 May 2021 the Company concluded a capital reorganisation which comprised two distinct parts, firstly a consolidation of the
existing Ordinary Shares on a 1 for 100 basis, and then a subdivision of each resulting ordinary share of 10p into one new Ordinary Share
and eleven new Deferred Shares. The effect of this reorganisation was to reduce the number of ordinary shares in issue by a factor of 100
(the “New Reorganised Ordinary Shares”).
Debt
• During the period the Company repaid US$1,000,000 of principal of the first tranche of the Atlas facility. US$500,000 was in the form of
cash, and US$500,000 was through the issuance of shares.
Management
• Resignation of Eric Diack as Non-executive Director on 4 May 2020.
• Resignation of Mark Mabhudhu as Executive Director of the Company’s Diamond Division on 22 September 2020 following his
appointment as Chief Executive Officer of Government owned Zimbabwe Consolidated Diamond Company (Pvt) Ltd.
• Appointment of Marcus Brewster as General Manager of BPPM on 1 March 2021.
Post reporting date:
• Appointment of Nicolae Turdean as Romanian Country Manager, reporting to Craig Harvey (COO).
• Appointment of Stancu Viorel as General Manager, reporting to Nicolae Turdean (Country Manager), replacing Marcus Brewster who left
the Company.
• Appointment of Nigel Wyatt as independent Non-executive Director.
Political and Covid-19
• Covid-19 restrictions continued to impact the business, mostly due to health and safety protocols which reduced productivity and
travel restrictions which prevented key managers being on site at certain times. Easing of restrictions since the end of the financial the
year end has allowed key managers to be on site.
• Continuation of the Covid-19 restrictions in Zimbabwe through the year have significantly slowed business activity in the country.
3
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Chairman’s Report
The Covid-19 pandemic has continued to bring inevitable restrictions and challenges to our
operations during the year. The team has worked hard to mitigate these impacts and I believe we
now have established a solid platform to advance the Company. This platform owes much to the
establishment of a strong Romanian management group, the lifting of Covid-19 restrictions allowing
closer operational supervision, strengthened technical capabilities, and increased international
demand for copper allied to increased copper prices.
Romania
The commencement of production at the Baita Plai Polymetallic
Mine (“BPPM”) in October represented a major achievement for the
Company. However, we were disappointed that we were unable to
meet our published targets. The production of concentrate at BPPM
was considerably lower than planned, the shortfall principally due to
the lack of equipment reliability and supply chain and labour issues
partly arising from Covid-19 restrictions. Crucially, Craig Harvey
was prevented from being on site from November 2020 to the end
of January 2021 due to Covid-19 travel restrictions. The Company
established a new mechanised plan but experienced complications
and delays in FY Q2 2021 due to encountering friable ground at the
faces that required extra tunnelling to come back into the resource.
Despite these issues, much has been done to strengthen the
Company’s management and technical capabilities to successfully
mine at BPPM. We have also been very encouraged by the Mineral
Estimate Report published in October 2020 and the subsequently
announced increase in exploration target.
In November 2020, the shareholders approved the acquisition
by the Company of the remaining 20% interest in BPPM (thereby
increasing its interest to 100% in BPPM) together with further
interests in Romanian assets. The acquisition was satisfied
through the issue of 2,850,000,000 new ordinary shares of 0.1p in
the Company. Of these new shares, 1,500,001,930 were allotted to
Andrew Prelea and 225,005,790 were allotted to Roy Tucker, both
Directors of the Company,
The Company continued to evaluate the recommencement of
production at the Manaila Polymetallic Mine (“MPM”) and as part
of this process, has assessed the suitability of X-Ray Sorting
Technology (‘XRT’) to optimise the mine’s production profile. The
assessment indicates that the implementation of XRT equipment
would significantly improve the economics of MPM by reducing
transportation and production expenses and the Company is
actively engaging with new lenders to support the re-start.
Zimbabwe
The Company continues discussions to finalise the agreement
with Zimbabwe Consolidated Diamond Company (Pvt) Ltd
(“ZCDC”) regarding the right to mine diamonds for the Company at
the community diamond concession. All stakeholders continue to
express their support and the Company remains confident that an
agreement will be finalised in due course.
Botswana
In August, the Company entered into a conditional agreement for the
acquisition of the Ghaghoo Diamond Mine in Botswana ("Ghaghoo").
The acquisition of Ghaghoo, which will be conducted through a
joint venture between the Company and Botswana Diamonds plc,
will provide Vast with a 90% interest in a high quality and previously
producing diamond asset benefiting from world-class infrastructure
and capable of generating material revenues in the near term.
4
Directors and management
Executive management
On 22 September 2020 Mark Mabhudhu, Executive Director of the
Company’s Diamond Division left Vast to take up the role of CEO at
the ZCDC. We were obviously saddened by Mark’s departure but we
are also excited by the prospect of continuing to work with him as
he carries out his new remit to implement Joint Ventures between
ZCDC and investors in the diamond sector. The Board would like to
thank Mark for all his efforts and wish him all the best in his new role.
On 4 May 2021 the Company appointed Nicolae Turdean as
Romanian Country Manager. Nicolae has decades of experience
in the mining industry, predominantly in Romania. Most recently,
Nicolae held the position of President of the National Agency for
Mineral Resources. Prior to this, Nicolae was the Chief Executive
of Cupru Min SA, the state-owned copper producer.
Non-Executive Directors
On 4 May 2020 Eric Diack resigned from his position as a Non-
Executive Director of the Company as a consequence of taking on
a new role which requires his full-time attention. The Board would
like to thank Eric for his contribution over the years and wishes
him well in his new role.
On 23 August 2021, Nigel Wyatt was appointed as an independent
Non-Executive Director of the Company. Nigel Wyatt is a Chartered
Engineer, a graduate of the Camborne School of Mines. He has
held senior positions in several mining and engineering companies
primarily in Southern Africa. Nigel has wide ranging experience in
ore and diamond recovery technologies and the manufacture of
electronic sorting equipment. His experience includes the design
and erection of ore sorting and treatment plants.
Funding
We were disappointed earlier this year that we were unable to
conclude a new financing facility with an international banking
institution. In response, we are actively engaged with new lenders
with the objective of refinancing Atlas which becomes due next
financial year and supporting the restart of MPM.
Share Capital
In May 2021 the Company’s ordinary share capital was reorganised
and consolidated so that the number of ordinary shares in issue
was reduced by a factor of 100. The capital reorganisation
comprised two distinct parts, firstly a consolidation of the existing
Ordinary Shares on a 1 for 100 basis, and then a subdivision of each
resulting ordinary share of 10p into one new Ordinary Share of 0.1p
and eleven new Deferred Shares of 0.9p each.
BUSINESS REVIEWVast Resources Plc / Report and Accounts 2021 Corporate Governance
As stated in the Strategic Report, the Company has adopted the
Quoted Company Alliance (‘QCA’) code on Corporate Governance.
The Board strives to promote a corporate culture based on sound
ethical values and behaviours. The Company maintains a strict
anti-corruption and whistle blowing policy and the Directors are
not aware of any event in any jurisdiction in which it operates that
might be considered to be a breach of this policy. The Company
has formally adopted Code of Conduct, Health and Safety,
Environmental, and Human Rights policies which clearly articulate
the Board’s expectations and strengthen the control environment
of the organisation. The Company continues to operate a code
for Directors’ and employees’ dealings in securities which is
appropriate for a company whose securities are traded on AIM
and is in accordance with the requirements of the Market Abuse
Regulation which came into effect in 2016. The Company is also
committed to maintaining open dialogue with shareholders,
employees and other stakeholders.
Appreciation
The continued support and resolve of shareholders and other
stakeholders through times that have been challenging is much
appreciated. To fellow directors, thank you for your advice and
support, and to management and staff both in Romania and
Zimbabwe for their continued effort on behalf of the Company.
Above all we wish all our stakeholders well in these difficult
times and remain committed to safeguarding the safety of our
employees and the communities in which we operate.
Brian Moritz
Chairman
5
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review
Strategic Report
Principal activities, review of business and
future developments
Vision
The vision of the Group continues to become a mid-tier mining
group, one of the largest polymetallic (copper, zinc, silver, and gold)
producers in Romania, and a major player in the re-emergence of
the mining industry in Zimbabwe, where the Group now has a major
focus on its diamond interests. The Group is also looking to expand
its diamond footprint further afield to complement its Zimbabwe
strategy.
Principal activities
In Romania the Group has focused on operating the Baita Plai
Polymetallic Mine (“BPPM”) which commenced production in
October 2020. The Manaila Polymetallic Mine (“MPM”) has remained
on care and maintenance during the period and the Company
continued to re-evaluate the recommencement of production and
is actively engaged with new lenders to support the restart.
In Zimbabwe, the Group continues to focus on finalising the
agreement with Zimbabwe Consolidated Diamond Company
(Pvt) Ltd (“ZCDC”) regarding the right to mine diamonds for the
Company at the community diamond concession.
In both jurisdictions the Group holds further mining claims or
other interests which are under appraisal.
Review of business
Romania
General
The Company produced its first copper concentrate at BPPM
in October 2020. This marked a turning point for the Company
and we were pleased that despite the Covid-19 challenges we
were able to reach this milestone. We also completed a drilling
plan at BPPM and prepared a JORC 2012 compliant resource
estimate for the first 3 to 4 years of production which we
published in October 2020. Following an analysis of historical
data records, the exploration targets previously reported in the
JORC were increased from 1.8 million – 3.0 million tonnes to
3.2 million - 5.8 million tonnes further reinforcing the value of
BPPM. Despite this, we were disappointed that we did not meet
our initial production and financial targets owing to a lack of
equipment reliability and supply chain and labour issues partly
arising from Covid-19 restrictions. We were also significantly
hampered by Covid-19 travel restrictions that required Craig
Harvey to manage remotely from South Africa from November
2020 to the end of January 2021. The Company established
a new mechanised plan in March 2021 but experienced
complications and delays in FY Q2 2021 due to encountering
friable ground at the faces that required extra tunnelling to
come back into the resource. However, the Company has made
significant progress in putting together a strong leadership
team residing permanently in Romania that can take BPPM
forward. The team has successfully navigated the challenges
in FY Q2 2021 and has established processes, procedures,
and technical capabilities that provide the necessary platform
to realise the value of BPPM. We continue to hold MPM on
care and maintenance and we have been re-evaluating the
6
recommencement of production given more favourable
economics supported by strong demand for copper and
improved production techniques. We are actively engaged with
new lenders to support the restart of MPM.
BPPM (100% interest)
In November, the Company acquired the remaining 20% interest in
BPPM (thereby increasing its interest to 100% in BPPM).
The JORC compliant Resource & Reserve Report for BPPM
comprises an Indicated & Inferred mineral resource of
608,000 tonnes at 2.58% copper equivalent based on a
copper metal price of US$ 6.655/tonne. The JORC identified
an exploration target, including historical mineral resource,
between 1.8 million to 3 million tonnes with copper range of
0.50–2.00%, gold range of 0.20–0.80 g/t and silver range of
40-80g/t. The mineral resource estimate represents an additional
600,000 tonnes over and above the reported (non-JORC)
historical mineral resource estimates of 1,800,000 tonnes
under the NAEN Russian Code as announced on 10 December
2014. Subsequent to the publication of the JORC, and following
an analysis of historical data records, the exploration targets
previously reported in the JORC were increased from 1.8 million
– 3.0 million tonnes to 3.2 million - 5.8 million tonnes with copper
range 0.50-2.00%, lead range 0.10-2.00%, zinc range 0.10-
2.00%, gold range 0.20-0.80g/t, and silver range 40-80g/t further
reinforcing the value of BPPM. The mineral resource estimate
underpins the initial mine production life of approximately
3-4 years and the Company is in the process of conducting a
drilling campaign in anticipation of increasing the JORC resource.
During the period the Company continued rehabilitating the mine
and plant and invested in new capital equipment.
MPM (100% interest)
The Manaila Carlibaba exploitation perimeter contains a JORC
2012 compliant Indicated an Inferred Mineral Resource of
3.6 million tonnes grading 0.93% copper, 0.29% lead, 0.63% zinc,
0.23g/t gold and 24.9g/t silver with Inferred Mineral Resources of
1.0 million tonnes grading 1.10% copper, 0.40% lead, 0.84% zinc,
0.24g/t gold and 29.2g/t silver.
In June 2020, the Company was granted the Manaila Carlibaba
Exploitation License which will allows the Company to re-examine
the exploitation of the mineral resources within the larger Manaila
Carlibaba license area. The enlarged exploitation license is
138.6 hectares in size, an increase of 410% in surface area from
the existing exploitation license at Manaila (27.2 hectares). In
November the Company successfully applied for the renewal of
the Manaila mining licence for a further period of five years, to
29 October 2025. The extended mining licence covers the larger
Manaila Carlibaba licence area.
The increase in demand for copper together with production
efficiencies confirmed by the assessment of the suitability
of X-Ray Sorting Technology (‘XRT’) to optimise the mine’s
production profile results in a substantial improvement in the
economics of MPM. The test results conducted by TOMRA
indicate that an XRT machine can substantially reduce
transportation and production costs. It is for these reasons that
the Company is currently re-evaluating the recommencement
of production and we are actively engaged with new lenders to
support the restart of MPM.
BUSINESS REVIEWVast Resources Plc / Report and Accounts 2021 Blueberry Polymetallic Gold Project (`Blueberry’) (29.41%
effective interest).
The Group has an effective 29.41% economic interest in Blueberry
through EMA Resources Ltd (‘EMA’) in a brown field perimeter
located at Baia de Aries in the ‘Golden Quadrilateral’ of Western
Romania on which historic work has demonstrated prospectivity
for gold and polymetallic minerals. The Group has completed
a drilling programme on the perimeter which has established
sufficient information to support an Inferred JORC resource. The
Company is completing procedural and reporting requirements
with the Romanian authorities that once completed and accepted
will allow the company to apply for an exploitation licence. The
results and net assets of the Blueberry project are immaterial
to the Group and therefore have not been included in the Group
financial statements under the equity method of accounting.
Corporate
During the period the Company repaid US$1,000,000 of principal of
the first tranche of the Atlas facility. US$500,000 was in the form of
cash, and US$500,000 was through the issuance of shares.
Strategy
The Group’s strategy is to:
• Attract appropriate funding for the Group – including from
institutional investment
• Attract appropriate joint venture partners and public institutions
to invest in the Group and projects of mutual interest
• Grow into a mid-tier mining company both organically and
through acquisitions financed principally by third parties
Other Romanian prospects
• Optimise operations to produce positive cashflows
Given the Company’s focus on BPPM, the application for an
Exploration Licence for our current claims at Magura Neagra and
Piciorul Zimbrului (collectively known as ‘Zagra’) has been placed on
hold and will recommence once internal resources are available.
• Add value to operations by increasing resources and reserves
•
If expedient, hold significant minority stakes in new ventures
operationally managed by the Group
The Group continues to believe that exploration of the many
mining opportunities that have become dormant over the last two
decades will be an attractive prospect for global mining players
seeking to capitalize 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 attracted interest
in resuscitating the large-scale polymetallic resource projects in
Romania. Discussions have been held with global mining players
and investors to leverage their financial strength and expertise to
jointly exploit these considerable opportunities.
Zimbabwe
The Group has now focused its Zimbabwe strategy on mining its
expected diamond concession in Zimbabwe. This opportunity
potentially offers high and near term positive cashflow and is
unrestrained by tight currency controls.
Discussions with the various Zimbabwe stakeholders remain
in line with previous expectations, other than on timing, and we
remain confident that we will be able to commence our mining
operations in due course.
On 22 September 2020, Mark Mabhudhu, Executive Director
of the Company’s Diamond Division, left the Company and
joined the Government owned ZCDC as Chief Executive Officer.
Mark Mabhudhu’s primary role in that capacity will be to focus
on the Zimbabwe diamond sector’s contribution towards the
Zimbabwean Government’s 2023 US$12 billion mining vision
which is also driven by the attendant implementation of Joint
Ventures between the ZCDC and investors in the diamond sector.
Whilst we are sad to see Mark Mabhudhu leave Vast Resources
PLC, we are pleased that we will be able to continue to work with
him in his new role within the diamond mining sector in Zimbabwe.
• Finance growth, where possible in a non-dilutive manner
• Maintain exposure to Zimbabwe and Romania where the Group
has acquired in-depth country knowledge
• Expand the Company’s diamond footprint further afield to
complement its Zimbabwe strategy
• Continue to work with Government and local communities in
Zimbabwe in the diamond sector, and to develop the diamond
business in a transparent way for the benefit of all stake holders
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.
• BPPM cash cost per tonne was US$201 for the year and is
derived from aggregate cash costs divided by tonnes milled
and measures productivity. There was no production last year.
• There has been no production at MPM this and last year given
the mine was on care and maintenance.
Cash costs per tonne of concentrate
• Cash cost per tonne produced is calculated by dividing
aggregate cash cost by concentrate tonnes produced and
measures productivity.
• BPPM cash cost per tonne was $5,184 for the year and is
derived from aggregate cash costs divided by the tonnes
produced. There was no production last year.
• There has been no production at MPM this year given the mine
has been on care and maintenance.
7
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Strategic Report Continued
Plant production volumes as a measure of asset utilisation
• BPPM processed mill feed of 14,452 tonnes. There was no
production last year.
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.
• There has been no production at MPM this and last year given
Mitigation/Comments
the mine was on care and maintenance.
Total resources and reserves
• These indicators 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 October
2020, we published a JORC 2012 compliant resource estimate
for BPPM which is described above. The alluvial diamond
interest in Zimbabwe where there is an expectation of a right
to mine is considered very prospective, but by its nature is not
susceptible to the estimation of a JORC resource.
The rate of utilization of the Group’s cash resources.
This is discussed further below.
Cash resources
The Group’s year end position was US$1.385 million
(2020: US$0.478 million).
During the year cash used in operations were US$5.957 million,
with a significant portion of the balance directly related to
developing, supporting and maintaining our mining assets.
Cash outflows from investing activities were US$4.389 million
comprising additions to mining assets in the Group’s Romanian
operations.
Cash net inflows from funding activities were US$ 11.253 million,
comprising the net of the proceeds from the issuance of shares
of US$13.256 million less repayment of loans and borrowings and
finance expenses of US$2.003 million.
The Directors monitor the cash position of the Group closely to
plan sufficient funds within the business to allow the Group to
meet is commitments and continue the development of assets.
As part of this process, the Directors closely monitor capital
expenditure and the regulatory requirements of the licences to
ensure they continue in good standing.
Principal risks and uncertainties
Risk – Going concern
The Group will require funding in the coming year to refinance
the Atlas Tranche 1 bond which becomes due on 29 January
2022 and to provide general working capital. BPPM is currently
producing and is expected to shortly become profitable. The
Directors are confident that the Company will be able to obtain
funds for such requirements from debt providers, investors
and royalty finance as needed given the fundamental value
of both assets have increased significantly over the last year,
supported by a strong demand outlook for copper, production
at BPPM together with continued operational improvements,
and the planned introduction of tested XRT technology at both
mines. However, while the Company is in discussions with a
number of potential investors and debt providers, no binding
funding agreement is in place at the date of this Report. These
conditions indicate the existence of material uncertainty which
may cast significant doubt about the Group’s and Company’s
8
The Company is currently in discussions with lenders to refinance
the balance of the Atlas (Tranche 1) and Mercuria facilities and to
provide additional liquidity to bring MPM back into production. The
Board will also continue to engage with providers of commodity
trade 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 also will, whenever possible, retain sufficient cash margin
to offset contingencies. The Group’s diamond investments will
not be subject to remittance restrictions as the Group is advised
that foreign currency regulations will allow export proceeds not
required to meet costs in Zimbabwe to be retained offshore.
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.
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, cost of production, and commodity diversity to ensure that
mining output becomes or remains economic. The anticipated
marginal contributions going forward at both BPPM and the
Zimbabwe diamond project opportunity are high versus fixed
costs which provides a degree of liquidity protection in the event
prices decline significantly.
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. The Group has in place a “Share
Appreciation Rights Scheme” for Directors and senior executives
to provide incentives based on the success of the business and
continues to consult third party benchmarks for remuneration. It
has also introduced more specific incentive arrangements for the
Group’s diamond business in Zimbabwe.
BUSINESS REVIEWVast Resources Plc / Report and Accounts 2021 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, there are
risks particular to Zimbabwe arising from a scarcity of foreign
exchange, difficulty with foreign remittances of funds and the, now
albeit very substantially 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. 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. The risk of Covid-19 infection
may cause the mine to be shut-down temporarily.
Mitigation/Comments
The Group takes its responsibilities in these areas seriously
and monitors its performance across these areas on a regular
basis. The Group has adopted and obtained ISO 9001:2015 for
Quality, ISO 45001: 2018 for Safety, and ISO 140001: 2015 for
Environment. The Group adheres to all Covid-19 rules, regulations,
and guidelines in preventing transmission of the infection through
the workforce.
Corporate Governance
The Company has adopted the QCA (Quoted Company Alliance)
Code on corporate governance. Details of how the Company
complies with this are set out on the Company’s website.
Principles which are required to be dealt with under the Code in
the Company’s Annual Report are set out below.
Business model and strategy
This is described above under Strategy and elsewhere in this Report.
Risk Management
In addition to its other roles and responsibilities, the Audit and
Compliance Committee is responsible to the Board for ensuring
that procedures are in place and are being implemented
effectively to identify, evaluate and manage the significant risks
faced by the Company.
The Directors have established procedures, as represented by
this statement, for the purpose of providing a system of internal
control. An internal audit function is not considered necessary
or practical due to the size of the Company and the close day
to day control exercised by the Executive Directors. The Board
works closely with and has regular ongoing dialogue with the
Company Financial Director and other Executive Directors and
has established appropriate reporting and control mechanisms to
ensure the effectiveness of its control systems.
The risks facing the Company are detailed above. The Board seeks
to mitigate such risks so far as it is able to, as explained above, but
certain important risks cannot be controlled. The CEO is primarily
responsible to the Board for risk management.
In particular, the products the Company mines and is seeking to
identify are traded globally at prices reflecting supply and demand
rather than the cost of production. In Romania, the Company
seeks to protect its cash flow by means of a long-term offtake
agreement, but it does not hedge future production.
Maintenance of a well-functioning Board of
Directors led by the Chairman
Current membership of the Board is as follows:
Name
Role
Appointed
Brian Moritz
Non-executive Chairman
3 October 2016
Andrew Prelea Chief Executive Officer
1 March 2018
Roy Tucker
Business Director
5 April 2005
Paul Fletcher
Finance Director
6 November 2019
Craig Harvey
Chief Operating Officer
1 March 2018
Nick Hatch
Non-Executive Director
9 May 2018
Nigel Wyatt
Non-Executive Director
23 August 2021
Eric Diack who was appointed on 30 May 2014 as a Non-Executive
Director, resigned on 4 May 2020.
All the Non-executive Directors are considered to be independent.
All the Directors are subject to re-election at intervals of no more
than three years.
The table illustrates the success of the Board in refreshing its
membership.
The Board is well balanced both in its skill sets and in the domicile
of its members. Of the Executive Directors, Andrew Prelea is
resident in Romania, Roy Tucker and Paul Fletcher in the UK, and
Craig Harvey splits his time between Romania and Southern
Africa, with the majority of his time now spent in Romania. All the
Non-Executive Directors are resident in the UK.
All of the current Non-executive Directors are considered to be
independent.
Non-executive Directors are committed to devote 3 days per
month to the Company. Executive Directors devote substantially
the whole of their time to the Company.
Where possible Directors are physically present at board
meetings. However, due to the wide divergence of locations,
Directors may be present by telephone. The position is also
impacted currently by the Covid-19 situation.
During the year ended 30 April 2021 there were 12 board
meetings of the Company plus a further 7 of a formal nature.
There was also one General Meeting in addition to the Annual
General Meeting. All the directors attended all the board meetings.
9
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Strategic Report Continued
Appropriate skills and experience of the Directors
The CVs of the Directors - four executives and three non-
executives - as disclosed on the website, are set out below. In
addition, the Company has employed the outsourced services of
Ben Harber of Shakespeare Martineau as company secretary.
Andrew Prelea – Chief Executive Officer
Andrew has been involved in the mining sector for 9 years and
with Vast since 2013. He has spearheaded the development of the
Company’s Romanian portfolio. Beginning his career in the early
1990s as a bulk iron ore and steel trader in Romania, he then went
on to develop his career in the property and earthmoving sector
in Australia before returning to Romania in 2003, initially to focus
on the development of properties for the Romanian Ministry of
Defence and latterly, private sector developments. Throughout
his 28-year career, Andrew 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 and Europe and
southern Africa, in addition to policy makers and governmental
authorities in both Romania and Zimbabwe.
Brian Moritz - Chairman
Brian is a Chartered Accountant and former Senior Partner of
Grant Thornton UK LLP, London; he formed Grant Thornton’s
Capital Markets Team which floated over 100 companies on AIM
under his chairmanship. In December 2004, he retired from Grant
Thornton UK LLP to concentrate on bringing new companies
to the market. He specialises in natural resources companies,
primarily in Africa, and was formerly chairman of Metal Bulletin plc,
African Platinum plc and Chromex Mining plc as well as currently
being chairman of several junior mining companies.
Roy Tucker – Business Director
Roy is a Chartered Accountant with 44 years of high level and
broad spectrum professional and business experience. He has
been the founder of a London banking group, served on bank
boards and had a position as a major shareholder of a substantial
London commodity house. He is also the founder of Legend Golf
and Safari Resort in South Africa. He has substantial investment in
the Romanian property sector.
Paul Fletcher – Finance Director
Paul is a Chartered Accountant and Fellow of the Association of
Corporate Treasurers with 29 years’ experience working in the
commodity and financial services industries. He has held a variety
of senior international finance and operational roles in trading,
processing, and financial businesses in the US, Europe, and Asia.
Craig Harvey – Chief Operating Officer
Craig began his career with Gold Fields of SA in 1988 as a bursary
student in Economic Geology where he worked on various gold,
platinum, coal and exploration projects. At Harmony Gold he
managed the mineral resources on various operations and was
involved in due diligence on acquisitions. He joined Simmer and
Jack with a focus on shallow hydro-thermal gold deposits in the
Eastern Transvaal and later moved into a corporate role managing
and auditing the mineral resource process across all gold and
10
uranium operations. Craig spent 3 years in a Principal Consultant
role for Ravensgate based in Perth, Australia, where he conducted
numerous resource estimations, valuations and technical reports
mainly in gold, uranium, copper and iron ore. Craig joined Vast
Resources as a consultant in 2013 and became Chief Operating
Officer in March 2017. During his tenure with Vast Resources, he
has been heavily involved in both Zimbabwe and Romania.
Nick Hatch – Non-Executive Director
Nick has more than 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’s experience includes researching and advising
on mining companies and projects across the globe and across
the commodity spectrum and includes companies of all sizes.
Nick left investment banking in 2017, and has recently set up his
own company, Nick Hatch Mining Advisory Ltd, to provide mining
research, business development and financing advice. He holds a
degree in Mining Geology and is a Chartered Engineer.
Nigel Wyatt – Non-Executive Director
Nigel is a Chartered Engineer, a graduate of the Camborne
School of Mines. He has held senior positions in several mining
and engineering companies primarily in Southern Africa. These
include CEO of Chromex Mining Plc, group marketing director
of a De Beers subsidiary group supplying specialised, materials,
engineering and technology to the mining and industrial sectors,
and commercial director of Dunlop Industrial Products (Pty) Ltd,
South Africa. He has wide ranging experience in ore and diamond
recovery technologies and the manufacture of electronic sorting
equipment. His experience includes the design and erection of
ore sorting and treatment plants.
The Company believes that the current balance of skills on
the Board, as a whole, reflects the broad range of commercial
and professional skills that the Company requires. Among the
Executive Directors, Andrew Prelea is experienced in general
management, including identifying and negotiating new business
opportunities; Roy Tucker is a Chartered Accountant with many
years’ experience in general executive management; Paul
Fletcher is a Chartered Accountant and Fellow of the Association
of Corporate Treasurers with broad international and financial
management experience in the commodity sector, and Craig
Harvey is a qualified geologist experienced in constructing and
operating mines.
Among the Non-executives, Brian Moritz is a Chartered
Accountant with senior experience. In addition to his financial
skills he has former experience as a Registered Nominated
Adviser. Nick Hatch is a qualified geologist with experience in
evaluating mining companies and natural resource projects.
Nigel Wyatt is a Chartered Engineer, a graduate of the Camborne
School of Mines with wide ranging experience in the commercial
aspects of mining and in ore and diamond recovery technologies.
Importantly, three Directors without geological qualifications
have significant experience with junior companies in the natural
resources sector.
BUSINESS REVIEWVast Resources Plc / Report and Accounts 2021 Evaluation of Board Performance
•
is responsible for the Baita Plai mine ramp-up;
The Group is in the process of fast evolution and at this stage in the
Company’s development it is not deemed necessary to adopt formal
procedures for evaluation of the Board or of the individual Directors.
There is frequent informal communication between members of
the Board and peer appraisal takes place on an ongoing basis in the
normal course of events. However, the Board will keep this under
review and may consider formalised independent evaluation reviews
at a later stage in the Company’s development.
Given the size of the Company, the whole Board is involved in the
identification and appointment of new Directors and as a result,
a Nominations Committee is not considered necessary at this
stage. The importance of refreshing membership of the Board is
recognised and has been implemented. In 2018 Andrew Prelea
was appointed to replace Roy Pitchford as CEO, and Nick Hatch
replaced Brian Basham as a Non-executive Director. In November
2019, Paul Fletcher was appointed to the Board as Finance
Director, and in 2021 Nigel Wyatt was appointed to replace Eric
Diack as Non-executive Director. Nevertheless, it is envisaged that
the Board will be strengthened in due course as and when new
projects are operated by the Company.
Maintenance of Governance Structures and Processes
The corporate governance structures which the Company is able to
operate are limited by the size of the Board, which is itself dictated
by the current size and geographical spread of the Company’s
operations, with Directors resident in the UK, Romania and Southern
Africa. With this limitation, the Board is dedicated to upholding the
highest possible standards of governance and probity.
The Chairman, Brian Moritz:
•
•
leads the Board and is primarily responsible for the effective
working of the Board;
in consultation with the Board ensures good corporate
governance and sets clear expectations with regards to
Company culture, values and behaviour;
• sets the Board’s agenda and ensures that all Directors
are encouraged to participate fully in the activities and
decision-making process of the Board.
The CEO, Andrew Prelea:
• assists and advises on the operation and expansion of other
operations and projects;
• provides technical input on new projects.
The Business Director, Roy Tucker:
• deals with executive matters as they arise;
•
is the main point of contact with the Company’s lawyers and
Nomad, and the London Stock Exchange;
•
is responsible for legal and compliance matters;
The Finance Director, Paul Fletcher:
•
is responsible for the administration of all aspects of the Group;
• oversees the accounting and treasury function of all Group
companies;
•
•
in conjunction with the CEO, is responsible for the financial risk
management of the Company;
is responsible for financial modelling to support fund raising
initiatives and structuring trade related funding;
•
is responsible for financial planning and analysis;
• deals with all matters relating to the independent audit.
The Remuneration Committee is currently chaired by Nick
Hatch and comprises Nick Hatch and Brian Moritz, following
the resignation of Eric Diack. The Remuneration Committee is
responsible for establishing a formal and transparent procedure
for developing policy on executive remuneration and to set the
remuneration packages of individual Directors. The Committee’s
policy is to provide a remuneration package which will attract and
retain Directors and management with the ability and experience
required to manage the Company and to provide superior
long-term performance.
The Audit and Compliance Committee is currently chaired by Brain
Moritz following the resignation of Eric Diack and comprises Brian
Moritz and Nick Hatch. It normally meets twice per annum to inter
alia, consider the interim and final results. In the latter case the
auditors are present and the meeting considers and takes action
on any matters raised by the auditors arising from their audit.
•
is primarily responsible for developing Vast’s strategy in
consultation with the Board, for its implementation and for the
operational management of the business;
Matters reserved for the Board include:
• Vision and strategy
•
is primarily responsible for new projects and expansion;
• Production and trading results
•
in conjunction with the CFO and CCO is responsible for
attracting finance and equity for the Company;
• Financial statements and reporting
• Financing strategy, including debt and other external financing
• runs the Company on a day-to-day basis;
sources
•
implements the decisions of the Board;
• monitors, reviews and manages key risks;
The Chief Operating Officer, Craig Harvey:
•
•
is responsible for operational improvements and efficiency of
mining operations in Romania;
is responsible for expansion and exploration of projects at the
mine level;
• Budgets, acquisitions and expansion projects, divestments and
capital expenditure and business plans
• Corporate governance and compliance
• Risk management and internal controls
• Appointments and succession plans
• Directors’ remuneration
11
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Strategic Report Continued
Shareholder Communication
The Board is committed to maintaining effective communication
and having constructive dialogue with its shareholders in
accordance with Principle Two of the Quoted Companies Alliance
Code as adopted by the Company. The Company is desirous
of obtaining an institutional shareholder base, and institutional
shareholders and analysts will have the opportunity to discuss
issues and provide feedback at meetings with the Company.
The Investors section of the Company’s website provides all
required regulatory information as well as additional information
shareholders may find helpful including: information on Board
members, advisors and significant shareholdings, a historical list
of the Company’s Announcements, its corporate governance
information, the Company’s publications including historic annual
reports and notices of annual general meetings, together with
share price information.
The results of shareholder meetings will be publicly announced
through the regulatory system and displayed on the Company’s
website with suitable explanations of any actions undertaken as a
result of any significant votes against resolutions.
Section 172 (1) Statement
The Directors of the Company must act in accordance with a set
of general duties. These duties are detailed in section 172 of the
UK Companies Act 2006. This Section 172 statement explains
how the Directors fulfil these duties.
Each Director must act in a way that they consider, in good faith,
would be most likely to promote the Company’s success for the
benefit of its members as a whole, and in doing so have regard
(among other matters) to:
S172(1) (a) “The likely consequences of any decision in the
long term”
The Board refocused its resources on two key mining opportunities
in Romania and Zimbabwe. These opportunities comprise BPPM
in Romania, and the Group’s expected diamond concession in
Zimbabwe. The Board is also looking to expand the Company’s
diamond footprint further afield to complement its Zimbabwe
strategy. For further details on the Company’s strategy and the
key performance indicators, please see page 7 and 8. The Board
has implemented processes to identify, measure, manage, and
mitigate risks and uncertainties arising from the implementation
of its strategy. These risks and uncertainties are highlighted on
pages 8 and 9 and the processes by which they are managed are
highlighted under the Risk Management principles set out on the
Corporate Governance section on page 9.
S172(1) (b) “The interests of the Company’s employees”
The successful achievement of the Group's strategies, business
plans and objectives depend upon its ability to attract, motivate,
and protect the safety of its employees. Health and Safety, and
Human Rights policies clearly articulate the Board’s expectations
and safeguard the interests of the Company’s employees.
The Group’s policy is to foster a management culture where
management is empowered and where innovation and creativity in
the workplace are encouraged and rewarded. This is reflected in
the performance programs that the Company has implemented.
12
S172(1) (c) “The need to foster the company’s business
relationships with suppliers, customers and others”
The Company has ongoing dialogue with its customers and
suppliers and ensures that a strong relationship is maintained
at the level of senior management. This ensures alignment
with the Company’s business objectives and promotes strong
collaboration. As mentioned on page 12, under Shareholder
Communication, the Board maintains effective communication
with its shareholders and provides updates and information
through public announcements on the regulatory system and on
the Company website.
S172(1) (d) “The impact of the company’s operations on the
community and the environment”
As mentioned on page 9, under Risk – Social, Safety and
Environmental, the Group monitors its performance across these
areas on a regular basis. The Group has adopted and obtained
ISO 9001:2015 for Quality, ISO 45001: 2018 for Safety, and ISO
140001: 2015 for Environment. The Group adheres to all Covid-19
rules, regulations, and guidelines in preventing transmission of the
infection through the workforce. As mentioned in the Chairman’s
Report on page 5, the Company has also implemented formal
policies on these areas.
S172(1) (e) “The desirability of the company maintaining a
reputation for high standards of business conduct”
As more fully explained on page 4 of the Chairman’s Report and
under the Corporate Governance section on page 9 the Board
strives to promote a culture based on high business conduct
standards.
S172(1) (f) “The need to act fairly as between members of the
company”
Having assessed all necessary factors, and as supported by the
processes described above, the Directors consider the best
approach to delivering on the Company’s strategy. This is done after
assessing the impact on all stakeholders and is performed in such a
manner so as to act fairly as between the Company’s members.
Outlook
The team at BPPM has successfully navigated the challenges
in FY Q2 2021 and has established processes, procedures,
and technical capabilities that provide the necessary platform
to realise the value of BPPM. We continue to hold MPM on
care and maintenance and we have been re-evaluating the
recommencement of production given significantly more
favourable economics supported by strong demand for copper
and improved production techniques. We are actively engaged
with new lenders to support the restart of MPM. We remain
confident that we will be able to conclude our mining agreement in
Zimbabwe despite the delays.
The economic fundamentals for the Company’s polymetallic
business are strong. Increased demand for copper and tightness
in supply have significantly lifted copper prices. The forecast
global growth in electric vehicles remains likely to create, over
the next decade, a shortage of copper as producers struggle
to meet demand as a consequence of declining grades, water
supply issues and community resistance holding back discovery
BUSINESS REVIEWVast Resources Plc / Report and Accounts 2021 and exploitation of new resources. Management also believes
that the business environment in Zimbabwe will improve as the
government establishes an attractive base for sustainable foreign
investment, and that the Group, having established production
at BPPM and having acquired significant first mover know-how,
will begin to see traction on its other Romanian opportunities.
The value add to the Company over the last few years has been
considerable. Management believes that a combination of a
bullish outlook on polymetallics together with a reduction in
Romanian and Zimbabwean country risk premiums will provide
significant medium-term growth in the share price and bode well
for the financial performance of these businesses.
Many thanks to fellow Board members and management for the
commitment and hard work that has been put into the Group.
I also thank all our stakeholders for their support through these
challenging times.
On behalf of the Board,
Andrew Prelea
Group Chief Executive Officer
13
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Report of the Directors
For the year ended 30 April 2021
The Directors present their report together with the audited financial statements for the twelve-month period ended 30 April 2021.
Results and dividends
The Group statement of comprehensive income is set out on page 22 and shows the profit for the period.
The Directors do not recommend the payment of a dividend (2020: nil).
Financial instruments
Details of the use of financial instruments by the Company and its subsidiary undertakings are contained in note 19 of the financial
statements.
Directors
The Directors who served during the period and up to the date hereof were as follows:
Name
Roy Tucker
Eric Diack
Brian Moritz
Date of Appointment
5 April 2005
30 May 2014 (resigned 4 May 2020)
3 October 2016
Andrew Prelea
1 March 2018
Craig Harvey
1 March 2018
Nick Hatch
Paul Fletcher
Nigel Wyatt
9 May 2018
6 November 2019
23 August 2021
Directors’ interests
The interests in the shares of the Company of the Directors who served during the period were as follows:
Eric Diack
Nigel Wyatt
Paul Fletcher
Craig Harvey
Nick Hatch
Brian Moritz
Andrew Prelea
Roy Tucker
Total
30 April 2021
30 April 2020
New Reorganised
Ordinary Shares*
Ordinary Shares
Ordinary Shares
-
-
340,481
56,500
-
250,000
16,065,147
2,945,757
19,657,885
-
-
34,048,104
5,650,000
-
25,000,000
1,606,514,739
294,575,782
1,965,788,625
-
-
17,381,437
5,650,000
-
10,000,000
43,179,476
69,569,992
145,780,905
* Restates the ordinary share holdings at 30 April 2021 as new ordinary shares issued under the Company's Capital Reorganisation
approved on 5 May 2021 (the “New Reorganised Ordinary Shares”)
Subsequent to the period end, Paul Fletcher acquired 365,000 New Reorganised Ordinary Shares.
14
GOVERNANCEVast Resources Plc / Report and Accounts 2021 Cash-settled share rights
The following rights are held by Directors in a cash-settled share rights performance programme:
Roy Tucker
Subscription
price
Outstanding at
30 April 2020
8.75p
9.00p
6.00p
1,500,000
750,000
2,750,000
Exercised
during last
12 months
-
-
-
Lapsed during
last 12 months
Outstanding at
30 April 2021
Exercise date
(1,500,000)
(750,000)
-
-
-
2,750,000
50% Aug 2012
50% Aug 2013
Total
5,000,000
-
(2,250,000)
2,750,000
As a result of the Capital Reorganisation undertaken on 5 May 2021, the cash-settled share rights Share of 2,750,000 as outstanding at
31 April 2021 have been reduced by a factor of 100 to 27,500 after the period end.
See note 21 for further details of this programme.
Share Appreciation Rights Scheme
The following Directors have been granted rights under the Company’s Share Appreciation Rights Scheme:
In issue at
30 April 2020
Grant date
Awarded
during period
Exercised /
lapsed during
period
In issue at
30 April 2021
Vesting period
Start
Finish
Eric Diack
5,000,000
01-Mar-18
5,000,000
01-Mar-18
Paul Fletcher
5,000,000
04-Nov-19
5,000,000
04-Nov-19
Nick Hatch
Craig Harvey
9,000,000
01-Mar-18
9,000,000
01-Mar-18
9,000,000
04-Nov-19
9,000,000
04-Nov-19
Andrew Prelea
18,000,000
01-Mar-18
18,000,000
01-Mar-18
18,000,000
04-Nov-19
18,000,000
04-Nov-19
Roy Tucker
9,000,000
01-Mar-18
9,000,000
01-Mar-18
9,000,000
04-Nov-19
9,000,000
04-Nov-19
17,500,000
17,500,000
5,000,000
5,000,000
10,000,000
10,000,000
164,000,000
11,250,000
11,250,000
87,500,000
5,000,000
31-Mar-19
31-Mar-22
5,000,000
31-Mar-20
31-Mar-23
5,000,000
04-Nov-19
03-Nov-22
5,000,000
04-Nov-19
31-Mar-23
17,500,000
24-Nov-20
23-Nov-23
17,500,000
31-Mar-21
31-Mar-24
5,000,000
24-Nov-20
23-Nov-23
5,000,000
31-Mar-21
31-Mar-24
9,000,000
31-Mar-19
31-Mar-22
9,000,000
31-Mar-20
31-Mar-23
9,000,000
04-Nov-19
03-Nov-22
9,000,000
04-Nov-19
31-Mar-23
10,000,000
24-Nov-20
23-Nov-23
10,000,000
31-Mar-21
31-Mar-24
18,000,000
31-Mar-19
31-Mar-22
18,000,000
31-Mar-20
31-Mar-23
18,000,000
04-Nov-19
03-Nov-22
18,000,000
04-Nov-19
31-Mar-23
9,000,000
31-Mar-19
31-Mar-22
9,000,000
31-Mar-20
31-Mar-23
9,000,000
04-Nov-19
03-Nov-22
9,000,000
04-Nov-19
31-Mar-23
11,250,000
24-Nov-20
23-Nov-23
11,250,000
31-Mar-21
31-Mar-24
251,500,000
As a result of the Capital Reorganisation undertaken on 5 May 2021, the Share Appreciation Rights of 251,500,000 as issued at 31 April
2021 have been reduced by a factor of 100 to 2,515,000 after the period end.
See note 21 for further details of the SARS.
15
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review
Report of the Directors Continued
Directors’ remuneration
Salary/Fees
$’000
2021
Other
$’000
Total
$’000
Salary/Fees
$’000
2020
Other
$’000
-
132
180
29
29
227
150
747
-
3
-
-
-
-
-
3
-
135
180
29
29
227
150
750
30
64
180
28
32
226
150
710
-
2
-
-
-
-
-
2
Total
$’000
30
66
180
28
32
226
150
712
Eric Diack
Paul Fletcher
Craig Harvey
Nick Hatch
Brian Moritz
Andrew Prelea
Roy Tucker
Total
The Company has developed a practice of deferring payment of varying proportions of sums earned by Directors until the Company
liquidity position improves.
As at 30 April 2021 a total of US$319,317 was owed to the Directors (Brain Moritz - US$55,086, Nick Hatch US$56,185, Eric Diack
US$47,876, and Roy Tucker US$160,170). As at 30 April 2020 a total of US$321,073 was owed to the Directors (Brain Moritz - US$47,630,
Nick Hatch US$42,193, Eric Diack US$37,500, and Roy Tucker US$193,750).
Future developments
The Company’s plans for future developments are more fully set down in the Strategic Report, on pages 6 to 13.
Research and development
The results of BPPM metallurgical testing were received from Grinding Solutions Ltd and met the Company’s internal expectations,
confirming high recoveries and high-grade copper and zinc concentrates.
The Company has assessed the suitability of X-Ray Sorting Technology (‘XRT’) to optimise the production profile of both BPPM and MPM.
The test results received from TOMRA indicate that the implementation of XRT equipment significantly improves the economics of both
mines, and in the case of MPM the improvement is particularly significant.
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.
Events after the reporting date
These are disclosed in Note 26.
By order of the Board
Ben Harber
Secretary
28 October 2021
16
GOVERNANCEVast Resources Plc / Report and Accounts 2021 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.
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.
17
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review 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 30 April 2021, which comprise:
• the Group statement of comprehensive income for the year ended 30 April 2021;
• the Group and Parent Company statements of financial position as at 30 April 2021;
• the Group and Parent Company statements of cash flows for the year then ended;
• the Group and Parent Company statements of changes in equity for the year then ended; and
• the notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International
Accounting Standards in conformity with the requirements of the Companies Act 2006, and as regards the parent company, as applied in
accordance with the provisions of the Companies Act 2006
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 30 April 2021 and
of the Group’s loss for the period then ended;
• the group financial statements have been properly prepared in accordance with International Accounting Standards in conformity with
the requirements of the Companies Act 2006;
• the parent company financial statements have been properly prepared in accordance with International Accounting Standards in conformity
with the requirements of the Companies Act 2006 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
We draw attention to the basis of preparation and going concern assessment note on page 27 in the financial statements, which indicates
that the group will require the receipt of additional funds from either debt providers, investors or royalty financiers and whilst discussions
are on-going no binding agreements are in place. As stated in this note, these events or conditions, along with the other matters as
set forth in the note, indicate that a material uncertainty exists that may cast significant doubt on the company’s and group’s ability to
continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors use of the going concern basis of accounting in the preparation
of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group and entity’s ability to continue to
adopt the going concern basis of accounting included:
• Obtaining managements going concern assessment and testing the mathematical accuracy of the model;
• Considering the key assumptions into the model including metal prices, operating expenditure and production volumes and agreeing
to forecast data;
• Reviewing the disclosures made in the financial statements relating to going concern and agreeing it is consistent with management’s
assessment; and
• Performing our own sensitivity analysis having regard to the risk that key financing events are delayed or do not occur.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
18
GOVERNANCEVast Resources Plc / Report and Accounts 2021 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 $230,000
(2020: $170,000), based on approximately 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 and is approximately $172,000.
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 $7,000. 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 two entities comprising one component requiring
audit procedures to be performed for group reporting purposes, the component is located in Romania. The components within the scope
of our work accounted for 100% of the group’s total assets and 100% of the result for the period. The work on these components was
performed by local auditors under our direction and review.
We issued instructions to the local auditors which included details of the significant areas to be covered, including the key audit
matters detailed below, and the information required to be reported back. We reviewed the audit work performed by the local auditor,
communicated our findings therefrom and any further work required by us was then performed by the local 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.
Key audit matter
How the scope of our audit addressed the key audit matter
Carrying value of property,
plant and equipment
At 30 April 2021 the group had
property, plant and equipment
of $17.2m (2020: $12.7m).
The group incurred a loss
from operations of $4.2m
and therefore there could be
evidence that these assets are
impaired.
We reviewed management’s assessment as to whether there is any indication of impairment to
the assets in line with IAS 36 – Impairment of assets. That assessment concluded that there was
no indication of impairment and the existence of the operating loss was due to the assets either
being under care and maintenance until resources are available to put them into production or the
assets being in their early stage of production following a period of additional capital expenditure.
In particular, we had regard to:
• whether there was any evidence that the estimates of reserves had changed during the year;
• whether metal prices had decreased indicating that the value of those reserves could be less
than the carrying amount of the assets;
• management’s plans for the development of the assets in the current year and also for
commercialisation of the assets in future periods; and
• the adequacy of disclosures made in the financial statements in relation to the property plant
and equipment.
19
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Independent Auditor’s report Continued
Key audit matter
How the scope of our audit addressed the key audit matter
We obtained management’s assessment of the impairment of investment in subsidiaries and the
intercompany receivables. We considered the following matters:
• The reasonableness of the assumptions used by management in assessing the forecast
cashflows of the underlying assets in the subsidiary and thus the ability of the subsidiaries to
generate profit and ultimately remit that to the Parent Company; and
• Sensitivity analysis on these cashflows.
Carrying value of investments
and intercompany receivables –
Parent Company
The carrying value of
investments in subsidiaries in
the parent company financial
statements at 30 April 2021 was
$23.3m as well as intercompany
receivables of $20.4m. The
valuation of these investments
and the recovery of the
intercompany receivables are
almost entirely dependent on
the successful execution of the
business plan. Failure to execute
the business plan would likely
result in an impairment to the
carrying value of the investments
in loans to subsidiaries.
Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not designed to
enable us to express an opinion on these matters individually and we express no such opinion.
Other information
The directors are responsible for the other information contained within the annual report. 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.
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 this gives rise to a material
misstatement in the financial statements themselves. 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 strategic report and the directors’ 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.
20
GOVERNANCEVast Resources Plc / Report and Accounts 2021 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.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the Group operates, focusing on those laws and
regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and
regulations we considered in this context were relevant company law and taxation legislation in the UK and Romania being the principal
jurisdictions in which the Group operates.
We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override
of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own
identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates
for biases in particular where significant judgements are involved (see Key Audit Matters above).
Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements
may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud
may involve sophisticated and carefully organised schemes designed to conceal it, including deliberate failure to record transactions,
collusion or intentional misrepresentations being made to us.
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.
John Glasby (Senior Statutory Auditor)
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
28 October 2021
21
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Group statement of comprehensive income
for the year ended 30 April 2021
Note
2
2, 21
2
15
4
4
5
Revenue
Cost of sales
Gross loss
Overhead expenses
Depreciation of property, plant and equipment
Profit / (loss) on sale of property, plant and equipment
Share option and warrant expense
Sundry income
Exchange gain / (loss)
Other administrative and overhead expenses
Fair value movement in available for sale investments
Loss from operations
Finance income
Finance expense
Loss before taxation from continuing operations
Taxation charge
Total loss after taxation for the period
Other comprehensive income
Items that may be subsequently reclassified to either profit or loss
Exchange gain /(loss) on translation of foreign operations
Total comprehensive expense for the period
Total profit / (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
(Loss) per share - basic and diluted
8
30 Apr 2021
12 Months
Group
$’000
896
(2,642)
(1,746)
(2,439)
(724)
2
(178)
88
2,612
(4,239)
(29)
(4,214)
4
(3,509)
(7,719)
-
(7,719)
(1,740)
(9,459)
(7,755)
36
(7,719)
(9,495)
36
(9,459)
(0.05)
30 Apr 2020
12 Months
Group
$’000
-
-
-
(7,243)
(913)
-
(440)
175
(1,977)
(4,088)
-
(7,243)
30
(1,099)
(8,312)
-
(8,312)
1,045
(7,267)
(8,000)
(312)
(8,312)
(6,955)
(312)
(7,267)
(0.08)
The accompanying accounting policies and notes on pages 27 to 53 form an integral part of these financial statements.
22
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021
Group statement of changes in equity
for the year ended 30 April 2021
Share
capital
Share
premium
Share
option
reserve
Foreign
currency
translation
reserve
Retained
deficit
$’000
$’000
$’000
$’000
$’000
Non-
controlling
interests
$’000
Total
$’000
Total
$’000
At 30 April 2019
23,702
81,685
1,615
(722)
(100,937)
5,343
(41)
5,302
Total comprehensive loss for the period
Share option and warrant charges
Share options and warrants lapsed
Share warrants issued to debt provider
- Millwall International Investments Limited
Shares issued:
- for cash consideration
- to settle liabilities
At 30 April 2020
Total comprehensive loss for the period
Share option and warrant charges
Share options and warrants lapsed
VBP NCI acquisition
Shares issued:
- for cash consideration
- for NCI acquisition
- to settle liabilities
-
-
-
-
-
-
-
-
-
-
3,373
1,303
21
9
-
1,045
(8,000)
(6,955)
(312)
(7,267)
440
(382)
1,310
-
-
-
-
-
-
-
382
440
-
-
1,310
(1,178)
1,178
-
-
-
-
-
4,676
30
-
-
-
-
4
-
440
-
1,310
-
4,680
30
27,096
82,997
2,983
(855)
(107,377)
4,844
(349)
4,495
-
(1,740)
(7,755)
(9,495)
36
(9,459)
-
179
178
-
-
-
178
-
(6,756)
(6,756)
313
(6,443)
-
-
-
-
-
-
9,674
3,790
532
3,582
2,653
116
178
(179)
-
-
-
-
-
-
-
-
13,256
6,443
648
At 30 April 2021
41,092
89,348
2,982
(2,595)
(121,709)
9,118
The accompanying accounting policies and notes on pages 27 to 53 form an integral part of these financial statements.
-
-
-
13,256
6,443
648
9,118
23
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review
Company statement of changes in equity
for the year ended 30 April 2021
At 30 April 2019
23,702
81,685
1,615
(4,954)
(69,939)
32,109
Share
capital
Share
premium
Share
option
reserve
Foreign
currency
translation
reserve
Retained
deficit
$’000
$’000
$’000
$’000
$’000
Total
$’000
Total comprehensive loss for the period
Share option and warrant charges
Share options and warrants lapsed
Share warrants issued to debt provider
Shares issued:
- for cash consideration
- to settle liabilities
At 30 April 2020
Total comprehensive loss for the period
Share option and warrant charges
Share options and warrants lapsed
Shares issued:
- for cash consideration
- for NCI acquisition
- to settle liabilities
At 30 April 2021
-
-
-
-
-
-
-
-
-
440
(382)
1,310
3,373
1,303
21
9
-
-
-
-
-
-
-
-
(13,937)
(13,937)
-
382
-
-
-
440
-
1,310
4,676
30
27,096
82,997
2,983
(4,954)
(83,494)
24,628
-
-
-
-
-
-
-
178
(179)
9,674
3,582
3,790
2,653
532
116
-
-
-
-
-
-
-
(4,464)
(4,464)
-
179
178
-
-
-
13,256
6,443
648
41,092
89,348
2,982
(4,954)
(87,779)
40,689
The accompanying accounting policies and notes on pages 27 to 53 form an integral part of these financial statements.
24
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021
Group and Company statements of financial position
As at 30 April 2021
Assets
Note
$’000
$’000
$’000
$’000
30 Apr 2021
Group
30 Apr 2020
Group
30 Apr 2021
Company
30 Apr 2020
Company
Non-current assets
Property, plant and equipment
Available for sale investments
Investment in subsidiaries
Loans to group companies
Current assets
Inventory
Receivables
Available for sale investments
Cash and cash equivalents
Total current assets
Total Assets
Equity and Liabilities
Capital and reserves attributable to equity holders of the
Parent
Share capital
Share premium
Share option reserve
Foreign currency translation reserve
Retained deficit
Non-controlling interests
Total equity
Non-current liabilities
Loans and borrowings
Provisions
Deferred tax liability
Current liabilities
Loans and borrowings
Trade and other payables
Total current liabilities
Total liabilities
Total Equity and Liabilities
10
15
11
13
14
15
20
20
16
18
16
17
17,284
891
-
-
12,735
-
-
-
18,175
12,735
936
3,207
-
1,385
5,528
23,703
41,092
89,348
2,982
(2,595)
476
2,461
920
478
4,335
17,070
27,096
82,997
2,983
(855)
(121,709)
(107,377)
9,118
-
9,118
-
1,206
-
1,206
9,593
3,786
13,379
14,585
23,703
4,844
(349)
4,495
8,343
420
-
8,763
392
3,420
3,812
12,575
17,070
4
891
23,302
20,373
44,570
-
499
-
1,315
1,814
46,384
41,092
89,348
2,982
(4,954)
(87,779)
40,689
-
40,689
-
-
-
-
5,064
631
5,695
5,695
46,384
2
-
1,297
27,258
28,557
-
298
920
390
1,608
30,165
27,096
82,997
2,983
(4,954)
(83,494)
24,628
-
24,628
4,589
-
-
4,589
-
948
948
5,537
30,165
The accompanying accounting policies and notes on pages 27 to 53 form an integral part of these financial statements. The parent
Company reported a loss after taxation for the year of US$ 4.464 million (2020: US$ 13.937 million loss). The financial statements on
pages 22 to 53 were approved and authorised for issue by the Board of Directors on 28 October 2021 and were signed on its behalf by:
Paul Fletcher
Director
Registered number 5414325
28 October 2021
25
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review
Group and Company statements of cash flow
for the year ended 30 April 2021
CASH FLOW FROM OPERATING ACTIVITIES
Profit (loss) before taxation for the period
Adjustments for:
Depreciation and impairment charges
Profit on sale of property, plant and equipment
Gain on disposal of discontinued operations
Share option expense
Finance expense
Changes in working capital:
Decrease (increase) in receivables
Decrease (increase) in inventories
Increase (decrease) in payables
Taxation paid
30 Apr 2021
Group
30 Apr 2020
Group
30 Apr 2021
Company
30 Apr 2020
Company
$’000
$’000
$’000
$’000
(7,719)
(8,312)
(4,464)
(13,937)
724
(2)
-
178
3,509
(3,310)
(1,513)
(981)
(153)
(2,647)
-
913
-
-
440
1,099
(5,860)
346
131
1,220
1,697
-
-
-
-
178
2,969
(1,317)
(171)
-
(317)
(488)
-
-
-
418
440
367
(12,712)
(50)
84
181
215
-
Cash generated by / (used in) operations
(5,957)
(4,163)
(1,805)
(12,497)
Investing activities:
Payments to acquire property, plant and equipment
(4,391)
Proceeds on disposal of property, plant and equipment
Payments to acquire available for sale investments
Payments to acquire NCI shares in subsidiary
Payments in respect of loans to group companies
2
-
-
-
(2,756)
-
(891)
-
-
(3)
-
-
-
(8,677)
Total cash used in investing activities
(4,389)
(3,647)
(8,680)
Financing Activities:
Proceeds from the issue of ordinary shares
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
13,256
-
(2,003)
11,253
907
478
1,385
4,625
5,420
(2,326)
7,719
(91)
569
478
13,256
-
(1,846)
11,410
925
390
1,315
(2)
-
(891)
(41)
3,673
2,739
4,625
5,420
(115)
9,930
172
218
390
The accompanying notes and accounting policies on pages 27 to 53 form an integral part of these financial statements.
26
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021
Statement of accounting policies
for the year ended 30 April 2021
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 these jurisdictions. The Company’s
ordinary shares are listed on the AIM market of the London Stock
Exchange.
Vast Resources plc was incorporated as a public limited company
under UK Company Law with registered number 05414325.
It is domiciled in England and Wales with its registered office 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) in conformity
with the requirements of the Companies Act 2006.
The financial statements are prepared under the historical cost
convention on a going concern basis. In certain prescribed
circumstances the use of fair value accounting has been adopted.
The Group will require funding in the coming year to refinance
the Atlas Tranche 1 bond which becomes due on 29 January
2022 and to provide general working capital. BPPM is currently
producing and is expected to shortly become profitable. The
Directors are confident that the Company will be able to obtain
funds for such requirements from debt providers, investors
and royalty finance as needed given the fundamental value
of both assets have increased significantly over the last year,
supported by a strong demand outlook for copper, production
at BPPM together with continued operational improvements,
and the planned introduction of tested XRT technology at both
mines. However, while the Company is in discussions with a
number of potential investors and debt providers, no binding
funding agreement is in place at the date of this Report. 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 International Financial Reporting Standards (IFRS) 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:
a) Impairment of mining assets
The Group reviews, on an annual basis, whether deferred
exploration costs, acquired either as intangible assets,
as property, plant and equipment, or as mining options or
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. While
the Company has reached production at BPPM, in the event
the Company is unable to continue production and refinance,
up to US$10.7 million of mining assets would be impaired. The
disposal value of the remaining fixed assets held by the Group’s
Romanian operations is not easily quantifiable.
b) Going concern and Inter-company loan recoverability
The recoverability of inter-Company loans advanced by the
Company to subsidiaries depends also on the subsidiaries
realising their cash flow projections. The going concern
considerations are highlighted above.
c) Estimates of fair value
The Group will, from time to time, 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).
27
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Statement of accounting policies Continued
Level 2: Observable direct or indirect inputs other than Level 1
inputs.
Level 3: Unobservable inputs (i.e., not derived from market data).
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.
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.
d) Provisions
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.
e) VAT recoverable
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.
The amount carried as a receivable is determined in
accordance with the returns submitted to the taxation
authorities.
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.
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 goodwill. 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.
Financial instruments
The Group’s principal financial assets are cash and cash
equivalents and receivables. The Group also holds a long-term
investment available for sale. The Group’s principal financial
liabilities are trade and other payables, and loans and borrowings.
The Group's accounting policy for each category of financial asset
is as follows:
Financial assets held at amortised cost
Trade receivables and other receivables are classified as financial
assets held at amortised cost as they are held within a business
model whose objective is to collect contractual cashflows which
are solely payments of principal and interest. 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 under the expected loss
model with changes in the provision being recorded in the statement
of comprehensive income. 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.
Financial assets held at fair value
Investments available for sale are measured at fair value through the
profit and loss account as their value will be recovered through sale.
Cash and cash equivalents
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
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.
28
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021 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”. No restricted cash balances exist
for either the year ended 30 April 2020 or 30 April 2021.
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 and the Group has an unconditional right to avoid delivering
cash, 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.
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.
For consolidation purposes, the results and financial position of a
Group entity whose functional currency differs from the Group’s
presentation currency is translated into the Group’s presentation
currency as follows: assets and liabilities are translated at the
closing rate; income and expenses are translated at the average
rate for the period, and; all resulting exchange differences are
recognised in other comprehensive income.
The exchange rates applied at each reporting date were as follows:
30 April 2021
$1.3818: £1 and
$1: RON 4.0621 and $1: ZWL 85.75
30 April 2020
$1.2604: £1 and
$1: RON 4.4541 and $1: ZWL 25.00
30 April 2019
$1.3036: £1 and
$1: RON 4.2440 and $1: ZWL 3.2641
On 22 February 2019 all United States dollar balances in
Zimbabwe were restated as RTGS (Real Time Gross Settlement)
balances, later renamed Zimbabwe Dollar (ZWL), as a separate
and distinct currency tradeable against the US dollar. On 27 March
2020 the Government of Zimbabwe pegged the rate of exchange
at $1: 25. Subsequent to the balance sheet date, the ZWL has
depreciated significantly. This has an immaterial impact on the
balance sheet and profit and loss for the year ended 30 April
2021 and for the ongoing financial position of our operations
in Zimbabwe.
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.
Revenue
Revenue from the sales of goods is recognised when the Group
has performed its contractual obligations 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 loaded at
the plant and consigned to the buyer. Where the buyer has a right
of return, the Group defers recognition of revenue until the right to
return has lapsed.
29
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Statement of accounting policies Continued
Under IFRS 15, the freight service on export commodity contracts
with CIF/CFR terms represents a separate performance obligation,
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. Similarly, the Group’s agreed terms with
Mercuria, currently its sole buyer of concentrates, require that the
seller must contract for and pay the costs and freight necessary to
bring the goods to the named port of loading.
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 but
exclude depreciation of property plant and equipment involved in
the mining process, and 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
– 2.5% per annum, straight line
Plant and machinery
– 15% per annum, reducing balance
Fixtures, fittings & equipment – 20% per annum, reducing balance
Computer assets
– 33.33% per annum, straight line
Motor vehicles
– 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.
30
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.
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 a performance programme (see Note 21).
A liability is recognised in respect of the fair-value of the benefit
received under the programme 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.
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021 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.
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
There are no new IFRS accounting standards having application to
the current reporting period.
31
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Notes to financial statements
for the year ended 30 April 2021
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
Admin and
corporate
Total
Europe
$’000
Africa
$’000
$’000
$’000
896
(2,787)
(1,891)
(718)
2
-
233
1,939
(2,036)
-
-
(545)
-
(3,016)
20,913
17,198
4,390
3,715
8,878
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(6)
-
(178)
-
896
(2,787)
(1,891)
(724)
2
(178)
233
673
2,612
(2,203)
(4,239)
(29)
4
(29)
4
(2,964)
(3,509)
-
-
(4,703)
(7,719)
2,790
23,703
977
18,175
1
1,813
4,391
5,528
5,707
14,585
Year to 30 April 2021
Revenue
Production costs
Gross profit (loss)
Depreciation
Profit (loss) on sale of property, plant and equipment
Share option and warrant expense
Sundry income
Exchange (loss) gain
Other administrative and overhead expenses
Fair value movement in available for sale investments
Finance income
Finance expense
Taxation (charge)
Profit (loss) for the year
30 April 2021
Total assets
Total non-current assets
Additions to non-current assets
Total current assets
Total liabilities
32
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021
Year to 30 April 2020
Revenue
Production costs
Gross profit (loss)
Depreciation
Profit (loss) on sale of property, plant and equipment
Share option and warrant expense
Sundry income
Exchange (loss) gain
Fair value movement in available for sale investments
Other administrative and overhead expenses
Finance income
Finance expense
Profit on disposal of discontinued operations
Taxation (charge)
Profit (loss) for the year
30 April 2020
Total assets
Total non-current assets
Additions to non-current assets
Total current assets
Total liabilities
There were no sales made during the year.
Mining, exploration,
and development
Admin and
corporate
Total
Europe
$’000
Africa
$’000
$’000
$’000
-
-
-
(911)
-
-
175
(1,170)
-
(1,549)
-
(508)
-
-
(3,963)
14,831
12,627
2,693
2,716
7,584
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2)
-
(440)
-
-
-
-
(913)
-
(440)
175
(807)
(1,977)
-
-
(2,539)
(4,088)
30
30
(591)
(1,099)
-
-
-
-
(4,349)
(8,312)
2,239
17,070
108
63
1,619
12,735
2,756
4,335
4,991
12,575
33
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review
Notes to financial statements Continued
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
Loss (gain) on disposal of property, plant and equipment
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 income and expense
Finance income
Interest received on bank deposits
Other interest received
Finance expense
Interest paid on secured borrowings
Interest paid on unsecured borrowings
2021
Group
$’000
94
724
170
178
(2,612)
(2)
2021
Group
$’000
60
34
-
94
2021
Group
$’000
-
4
4
2021
Group
$’000
3,505
4
3,509
Included in the interest paid on secured borrowings is an amount paid to the lender for an agreed non-conversion period.
5. Taxation
Income tax on profits
Deferred tax charge
Tax charge (credit)
34
2021
Group
$’000
-
-
-
2020
Group
$’000
101
913
63
440
1,977
-
2020
Group
$’000
77
24
-
101
2020
Group
$’000
3
27
30
2020
Group
$’000
1,079
20
1,099
2020
Group
$’000
-
-
-
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021
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% (2020: 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
2021
Group
$’000
(7,719)
1,466
(72)
384
167
(383)
(1,562)
-
2020
Group
$’000
(8,312)
1,579
(137)
-
110
(349)
(1,203)
-
There was no taxation charge during the year (2020: US$ nil).
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.
Tax losses
Accumulated tax losses
2021
Group
$’000
2020
Group
$’000
2021
Company
$’000
2020
Company
$’000
65,397
54,658
37,557
31,541
However, these losses 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
2021
Group
$’000
966
4,179
5,145
231
37
14
170
5,597
10
216
226
2020
Group
$’000
897
2,270
3,167
371
31
17
63
3,649
11
168
179
35
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Notes to financial statements Continued
7. Directors’ remuneration
Directors’ emoluments
Company contributions to pension schemes
Healthcare costs
Termination payments
2021
Group
$’000
747
3
-
-
2020
Group
$’000
710
2
-
-
Directors and key management remuneration
750
712
The Directors are considered to be the key management of the Group and Company.
Five 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 $227,227 (2020 $225,939).
8. Earnings per share
30 Apr 2021
Group
30 Apr 2020
Group
$’000
$’000
Profit and loss per ordinary share has been calculated using the weighted average number of ordinary shares in
issue during the relevant financial year.
The weighted average number of ordinary shares in issue for the period is:
15,833,954,177
9,597,112,214
Profit / (loss) for the period: ($’000)
Profit / (Loss) per share basic and diluted (cents)
(7,755)
(0.05)
(8,000)
(0.08)
The effect of all potentially dilutive share options is anti-dilutive.
On 5 May 2021, the Company concluded a Capital Reorganisation by which the number of ordinary shares in issue was reduced by a factor
of 100. The ordinary shares now in issue are termed the “the New Reorganised Ordinary Shares”. The effect of this is to increase the loss per
share basis and diluted (cents) to 4.89 cents for the year ended 30 April 2021 and 8.34 cents for the year ended 30 April 2020.
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.
36
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021 10. Property, plant, and equipment
Plant and
machinery
$’000
Fixtures,
fittings and
equipment
$’000
Computer
assets
$’000
Motor
vehicles
$’000
Buildings and
Improvements
$’000
Mining
assets
$’000
Group
Cost at 1 May 2019
Additions during the period
Foreign exchange movements
Cost at 30 April 2020
Additions during the year
Reclassification
Foreign exchange movements
Cost at 30 April 2021
Depreciation at 1 May 2019
Charge for the year
Foreign exchange movements
Depreciation at 30 April 2020
Charge for the year
Foreign exchange movements
Depreciation at 30 April 2021
Net book value at 1 May 2019
Net book value at 30 April 2020
Net book value at 30 April 2021
3,203
2
(141)
3,064
27
1,188
275
4,554
2,059
455
(117)
2,397
313
239
2,949
1,144
667
1,605
46
3
(1)
48
17
6
4
75
35
12
-
47
15
3
65
11
1
10
118
36
(4)
150
3
-
12
165
66
14
(2)
78
9
13
100
52
72
65
245
37
(17)
265
7
425
41
738
132
26
(7)
151
21
53
225
113
114
513
Capital
Work in
progress
$’000
2,784
2,535
(113)
5,206
1,978
(4,890)
Total
$’000
15,782
2,756
(585)
17,953
4,391
-
449
1,385
3,212
-
(119)
3,093
-
-
233
6,174
143
(190)
6,127
2,359
3,271
371
3,326
12,128
2,743
23,729
585
342
(52)
875
101
113
1,089
2,627
2,218
2,237
1,040
64
(38)
1,066
265
82
1,413
5,134
5,061
10,715
604
-
-
604
-
-
604
2,180
4,602
2,139
Company
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Plant and
machinery
Fixtures,
fittings and
equipment
Computer
assets
Motor
vehicles
Buildings and
Improvements
Mining
assets
Capital Work
in progress
Cost at 30 April 2019
Additions during the period
Disposals during the period
Cost at 30 April 2020
Additions during the year
Disposals during the year
Cost at 30 April 2021
Depreciation at 30 April 2019
Charge for the period
Disposals during the period
Depreciation at 30 April 2020
Charge for the year
Disposals during the year
Depreciation at 30 April 2021
Net book value at 30 April 2020
Net book value at 30 April 2021
30
-
-
30
-
-
30
30
-
-
30
-
-
30
-
-
5
-
-
5
-
-
5
5
-
-
5
-
-
5
-
-
23
2
-
25
3
-
28
23
-
-
23
1
-
24
2
4
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,521
913
(216)
5,218
724
503
6,445
11,261
12,735
17,284
Total
$’000
58
2
-
60
3
-
63
58
-
-
58
1
-
59
2
4
37
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Notes to financial statements Continued
11. Investments in subsidiaries
Cost at the beginning of the year
Additions during the year
Derecognise Millwall Ltd - cessation of activities
Cost at the end of the year
2021
Company
$’000
1,297
22,005
-
23,302
2020
Company
$’000
1,674
-
(377)
1,297
Additions include the capitalisation of a subsidiary loan (US$15.562 million) and the acquisition of the 20% NCI in Vast Baita Plai SA
(US$6.443).
The principal subsidiaries of Vast Resources plc, all of which are included in these consolidated Annual Financial Statements, are as
follows:
Company
Country of
registration
Vast Baita Plai SA (formerly African
Romania
Consolidated Resources SRL)
Proportion held by group
Class
Ordinary
2021
100%
2020
80%
Nature of business
Mining exploration and
development
Sinarom Mining Group SRL
Romania
Ordinary
100%
100%
Mining exploration and
Vast Resources Romania Ltd
United Kingdom
Ordinary
Vast Resources Zimbabwe (Private) Limited
Zimbabwe
Ordinary
100%
100%
100%
100%
development
Holding company
Mining exploration and
development
The table above shows the principal subsidiaries of the Company. A full list of all group subsidiaries is given in Note 27, at the end of this report.
12. Loans to group companies
Loans to Group companies are repayable on demand. The treatment of this balance as non-current reflects the Company’s expectation
of the timing of receipt. Recoverability of these balances is linked to the future cashflows expected to be generated from the underlying
asset and that these support a valuation exceeding the carrying value of the receivable.
13. Inventory
Minerals held for sale
Production stockpiles
Consumable stores
14. Receivables
Trade receivables
Other receivables
Short term loans
Prepayments
VAT
38
Apr 2021
Group
$’000
Apr 2020
Group
$’000
Apr 2021
Company
$’000
Apr 2020
Company
$’000
266
6
664
936
58
46
372
476
-
-
-
-
-
-
-
-
Apr 2021
Group
$’000
Apr 2020
Group
$’000
Apr 2021
Company
$’000
Apr 2020
Company
$’000
899
1,218
309
89
692
3,207
359
801
212
81
1,008
2,461
-
233
243
23
-
499
-
86
212
-
-
298
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021 Of which: not impaired as at 30 April 2021 and past
Of which:
due in the following periods:
Carrying amount
before deducting
any impairment
loss
Related
Impairment loss
Net carrying
amount
Neither impaired
nor past due on
30 April 2020
Not more than
three months
More than three
months and
not more than
six months
Trade receivables
Other receivables
910
1,218
2,128
11
-
11
899
1,218
2,117
798
1,218
2,016
31
-
31
-
-
-
More than
six months
70
-
70
At the reporting date, included within VAT receivable is an amount in respect of VAT owed to Vast Baita Plai SA (formerly African
Consolidated Resources SRL) of US$ 496,966 (RON 2,018,727). The amount represents VAT paid on the Baita Plai Mine’s care operations.
As reported previously, ANAF, the Romanian revenue authority had refused to accept amounts included in this balance as a legitimate
VAT receivable as a mining licence was not then in place for Baita Plai Mine. On 15th October 2018, the mining licence was granted. The
Romanian Court instructed an independent VAT audit which has been completed satisfactorily and supported the Group’s claim for
repayment. Accordingly, the Court ruled in favour of Vast Baita Plai SA. The tax authorities have appealed against the decision and the
Company continues to maintain that the case has no merit.
15. Available for sale investments
Last year Vast Resources PLC acquired an investment in the Convertible 15% Loan Notes of EMA of principal value US$750,000. The
transaction value was US$891,164. These notes fund EMA’s and Blueberry’s working capital and capital expenditure requirements in
relation to exploration at the Blueberry mine and other matters necessary for the purpose of achieving an IPO. The conversion feature of
the loan notes allows the holder to convert every US$ 10,000 of principal into 0.075% of shares at the time of the IPO. These notes are
held for sale and are carried at fair value through the profit and loss account as their value will be recovered through sale. Management is
targeting a sale in the financial year ended 30 April 2023 and has therefore classified the investment in non-current assets. The project is
its early stages of development and there is insufficient more recent information to reliably measure the fair value of the project, on the
basis management consider cost to be the best estimate of fair value of the instrument.
16. Loans and borrowings
Non-current
Secured borrowings
less amounts payable in less than 12 months
Current
Secured borrowings
Unsecured borrowings
Bank overdrafts
Current portion of long-term borrowings - secured
Total loans and borrowings
Current secured borrowings consist of:
Apr 2021
Group
$’000
Apr 2020
Group
$’000
Apr 2021
Company
$’000
Apr 2020
Company
$’000
9,325
(9,325)
-
-
266
2
9,325
9,593
9,593
8,361
(18)
8,343
-
374
-
18
392
8,735
4,847
(4,847)
-
-
215
2
4,847
5,064
5,064
4,410
179
4,589
-
-
-
-
-
4,589
• US$4,847,300 (2020: US$ 4,410,477) first tranche of US$15,000,000 Convertible Bond facility from Atlas Capital Markets Limited. The
Bonds are secured by a charge on the assets held by Vast Baita Plai SA (formerly African Consolidated Resources SRL) which is the
holder of the rights to the Baita Plai Mine and by a pledge on both Vast Resources PLC and AP Mining Group’s shares in Vast Baita Plai
SA. The loan bears interest at 5%, and a 10% redemption premium (calculated on the principal amount). The bonds are repayable in
two years from the issue of each tranche and fall due on 29 January 2022. The principal amount of the first tranche due on maturity is
US$6,500,000. The difference between the carrying value of US$3,903,218 and the amount due at maturity will be recognised in the
statement of comprehensive income using the amortised cost approach over the remaining term of the tranche. This includes the cost
of warrants issued to Atlas Capital Markets Limited at draw down which amounted to US$1.310 million and other facility related costs.
39
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Notes to financial statements Continued
• US$4,468,626 (2020: US$3,925,465) secured offtake finance from Mercuria Energy Trading SA. The loan is secured by a charge on the
assets held by Sinarom Mining Group SRL which is the holder of the rights to the Manaila Mine and by a pledge on the shares of Vast
Resources PLC 100% holding. The loan bore interest during the period of 7.7%. The repayment of the loan is to be made from surplus
cashflows generated from BPPM.
• US$8,504 (2020: US$25,738) asset financing loans secured on the underlying movable assets belonging to Vast Baita Plai SA.
Current unsecured borrowing consists of:
• US$50,976 (2020: US$194,663) loans owed to the former non-controlling interests in Vast Baita Plai SA. These include amounts owed to the
following directors: Andrew Prelea (US$23,958) and Roy Tucker (US$12,124). These loans are interest free and have no fixed terms of repayment.
There is no expectation that these loans will be called in the short-term.
• US$215,367 (2020: US$179,402) loan from M Semere bearing an interest rate of 6%. There is no expectation that this loan will be called in the
short-term.
Reconciliation of liabilities arising from financing activities
Total liabilities from financing activities
8,735
(2,003)
3,509
Total liabilities from financing activities
5,937
3,046
1,099
1 May 2020
Cash -flows
Amortised
finance
charges
Loans repaid
in shares
Issuance of
warrants
Maturity
movement
30 Apr 2021
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Non-cash changes
8,343
392
-
(2,003)
3,509
(648)
(648)
(8,343)
8,343
-
9,593
-
9,593
-
-
1 Apr 2019
Cash -flows
Amortised
finance
charges
Loans repaid
in shares
Disposal of
liabilities
Exchange
adjustments
30 Apr 2020
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Non-cash changes
4,461
1,476
4,357
(1,311)
865
234
(30)
-
(30)
(1,310)
-
(1,310)
8,343
392
8,735
(7)
(7)
1 May 2020
Cash -flows
Amortised
finance
charges
Loans repaid
in shares
Issuance of
warrants
Maturity
movement
30 Apr 2021
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Non-cash changes
4,589
-
-
(1,846)
2,969
(648)
(648)
(4,589)
4,589
-
5,064
-
5,064
-
-
2021 Group
Long-term borrowings
Short-term borrowings
2020 Group
Long-term borrowings
Short-term borrowings
2021 Company
Long-term borrowings
Short-term borrowings
Total liabilities from financing activities
4,589
(1,846)
2,969
2020 Company
Long-term borrowings
Short-term borrowings
Total liabilities from financing activities
1 Apr 2019
Cash -flows
Amortised
finance
charges
Loans repaid
in shares
Disposal of
liabilities
Exchange
adjustments
30 Apr 2020
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Non-cash changes
310
-
310
5,259
-
5,259
367
-
367
(30)
-
(30)
(1,310)
-
(1,310)
(7)
-
(7)
4,589
-
4,589
40
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021
17. Trade and other payables
Trade payables
Other payables
Other taxes and social security taxes
Accrued expenses
Trade payables
Other payables
18. Provisions
Apr 2021
Group
$’000
Apr 2020
Group
$’000
1,434
789
1,528
35
3,786
1,645
864
672
239
3,420
Apr 2021
Company
$’000
151
478
2
-
631
Apr 2020
Company
$’000
332
544
2
70
948
Amount
30 days
60 days
90 days
120 days
121 days or more
1,434
789
894
329
-
-
-
-
-
-
540
460
Provision for rehabilitation of mining properties
- Provision brought forward from previous periods
- Liability recognised during period
- Adjustment to provision during year
- Derecognised on disposal of subsidiary
Apr 2021
Group
$’000
Apr 2020
Group
$’000
Apr 2021
Company
$’000
Apr 2020
Company
$’000
420
-
786
1,206
489
-
(69)
420
-
-
-
-
-
-
-
-
As more fully set out in the Statement of Accounting Policies on page 30, 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 Manaila and Baita according to good practice guidelines in
the country where the mines are 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.
19. Financial instruments – risk management
Significant accounting policies
Details of the significant accounting policies in respect of financial instruments are disclosed on page 28. 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.
41
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review
Notes to financial statements Continued
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
2021
Group
$’000
1,385
3,207
-
2020
Group
$’000
478
2,461
-
2021
Company
$’000
2020
Company
$’000
1,315
499
20,373
390
298
27,258
Available for sale investments (valuation level 1)
891
920
891
920
Other liabilities
Trade and other payables (excl short term loans)
Loans and borrowings
Credit risk
3,786
9,593
3,420
8,735
631
5,064
948
4,589
Financial assets, which potentially subject the Group and the Company to concentrations of credit risk, consist principally of cash, short-
term deposits, an available for sale investment in 15% loan notes funding the Blueberry project, and other receivables. Cash balances
are all held at recognised financial institutions. The 15% loan notes are considered fully recoverable given the project prospects. 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.
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
Available for sale investments
2021
Carrying value
$’000
1,385
3,207
891
2021
Maximum
exposure
$’000
1,385
3,207
891
2020
Carrying value
$’000
478
2,461
920
The Company’s maximum exposure to credit risk by category of financial instrument is shown in the table below:
2020
Maximum
exposure
$’000
478
2,461
920
2020
Maximum
exposure
$’000
390
298
920
2021
Carrying value
$’000
1,315
499
891
2021
Maximum
exposure
$’000
1,315
499
891
2020
Carrying value
$’000
390
298
920
20,373
20,373
27,258
27,258
Cash and cash equivalents
Receivables
Available for sale investments
Loans to Group Companies
42
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021 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 $1.385 million (2020: $0.478 million) which was made up as follows:
Sterling
United States Dollar
Euro
Lei (Romania)
Zimbabwe Dollar
2021
Group
$’000
1,300
14
1
70
-
1,385
2020
Group
$’000
385
77
-
12
4
478
At the reporting date, the Company had a cash balance of $1.315 million (2020: $0.390 million) which was made up as follows:
Sterling
United States Dollar
Euro
Lei (Romania)
2021
Company
2020
Company
$’000
1,300
10
1
4
1,315
$’000
385
4
-
1
390
The Group had interest bearing debts at the current year end of US$9.542 million (2020: US$8.540 million). These are made up as follows:
Secured long-term loans
Secured short-term loans
Unsecured loans
Interest rate
5-9.5%
5-8%
6%
2021
Group
$’000
-
9,325
217
9,542
2020
Group
$’000
8,361
-
179
8,540
2021
Company
$’000
2020
Company
$’000
-
4,847
217
5,064
4,410
-
179
4,589
Borrowings of US$4.468 million carry a floating interest rate with the remainder having fixed rates. An increase in interest rates of 1%
would increase the annual finance expense by US$44,686. All Company borrowings are at fixed rates.
Foreign currency risk
Foreign exchange risk is inherent in the Group’s and the Company’s activities and is accepted as such. The Company’s production,
underlying value, and funding is referenced to and denominated in the United States Dollar and therefore foreign currency exchange risk
arises where any balance is held, or costs incurred, in currencies other than United States Dollars. At 30 April 2021 and 30 April 2020, the
currency exposure of the Group was as follows:
At 30 April 2021
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Available for sale investments
Sterling
$’000
US Dollar
$’000
1,300
24
(326)
-
14
506
(233)
891
Euro
$’000
1
150
(133)
-
Other
$’000
70
2,527
(3,094)
-
Total
$’000
1,385
3,207
(3,786)
891
43
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review
Notes to financial statements Continued
At 30 April 2020
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Available for sale investments
Sterling
$’000
US Dollar
$’000
Euro
$’000
385
-
(443)
-
77
550
(1,184)
920
-
-
-
-
Other
$’000
16
1,911
(1,793)
-
Total
$’000
478
2,461
(3,420)
920
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 $99,700 (2020: $5,800 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 $99,700 (2020: $5,800 increase)
At 30 April 2021 and 30 April 2020, the currency exposure of the Company was as follows:
Currency exposure - Company
At 30 April 2021
Cash and cash equivalents
Trade and other receivables
Loans to Group companies
Trade and other payables
Available for sale investments
At 30 April 2020
Cash and cash equivalents
Trade and other receivables
Loans to Group companies
Trade and other payables
Available for sale investments
Liquidity risk
Sterling
$’000
US Dollar
$’000
1,300
23
(326)
-
385
-
(443)
-
10
476
20,373
(232)
891
4
298
27,258
(505)
920
Euro
$’000
1
-
(73)
-
-
-
-
-
-
Other
$’000
Total
$’000
4
-
-
-
-
1
-
-
-
-
1,315
499
20,373
(631)
891
390
298
27,258
(948)
920
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 8.
The Group’s total contractual future cashflows for loans and borrowings are shown in the table below:
Loans and borrowings
Apr 2021
Carrying value
Apr 2021
Total Contractual
Future Cashflows
Apr 2020
Carrying value
Apr 2020
Total Contractual
Future Cashflows
$’000
9,593
$’000
11,798
$’000
8,735
$’000
12,711
The Group’s estimated future interest charges are shown in the table below:
Estimated future interest charges for the Group within one year.
Estimated future interest charges for the Group between one and two years.
The Company’s contractual future cashflows for loans and borrowings are shown in the table below:
Apr 2021
$’000
1,155
-
Apr 2020
$’000
739
1,256
Loans and borrowings
44
Apr 2021
Carrying value
Apr 2021
Total Contractual
Future Cashflows
Apr 2020
Carrying value
Apr 2020
Total Contractual
Future Cashflows
$’000
5,064
$’000
6,959
$’000
4,589
$’000
7,912
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021
The Company’s estimated future interest charges are shown in the table below:
Estimated future interest charges for the Company within one year.
Estimated future interest charges for the Company between one and two years.
The maturity of the Group’s and Company’s loans and borrowings are shown below:
Interest rate
5-9.5%
5-8%
6%
Secured long-term loans
Secured short-term loans
Unsecured loans
These loans are repayable as follows:
- Within 1 year
- Between 1 and 2 years
- In more than 2 years
2021
Group
$’000
-
9,325
268
9,593
9,593
-
-
2020
Group
$’000
8,361
-
374
8,735
374
8,361
-
Apr 2021
$’000
835
-
Apr 2020
$’000
366
976
2021
Company
$’000
2020
Company
$’000
-
4,847
217
5,064
5,064
-
-
4,410
-
179
4,589
179
4,410
-
As set out in Note 17 of the consolidated trade and other payables balance of US$2.223 million, US$1.223 million is due for payment
within 60 days of the reporting date. The maturity profile of interest-bearing debts are highlighted above.
Capital
The objective of the Directors is to maximise shareholder returns and minimise risks by keeping a reasonable balance between debt and equity.
The Group’s debt to equity ratio is 90.0% (2020: 183.7%), calculated as follows:
Loans and borrowings
Less: cash and cash equivalents
Net debt
Total equity
Debt to capital ratio (%)
20. Share capital
Apr 2021
$’000
9,593
(1,385)
8,208
9,118
90.0%
Apr 2020
$’000
8,735
(478)
8,257
4,495
183.7%
Ordinary 0.1p
Deferred 0.9p
No of shares
Nominal value
No of shares
Nominal value
Share Capital
Share premium
As at 30 April 2019
7,945,171,311
Issued during the year *
2,734,051,311
As at 30 April 2020
10,679,222,622
Issued during the year *
10,621,266,878
As at 30 April 2021
21,300,489,500
10,852
3,394
14,246
13,996
28,242
863,562,664
-
863,562,664
-
863,562,664
12,850
-
12,850
-
12,850
23,702
3,394
27,096
13,996
41,092
81,685
1,312
82,997
6,351
89,348
* Details of the shares issued during the year are as shown in the table below and in the Statement of Changes in Equity on pages 23-24.
There were no shares reserved for issue under share options at 30 April 2021 (2020: nil).
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 26 on page 51 for details of share issues after the reporting date.
45
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Notes to financial statements Continued
No of shares
Issue price (p)
Purpose of issue
15,582,523
200,000,000
23,333,333
6,666,667
370,944,440
16,911,058
215,000,000
29,000,000
22,000,000
10,000,000
13,915,053
611,055,555
830,416
27,130
10,936,641
12,643,763
233,333,333
888,666,666
189,375,000
905,125,000
2,850,000,000
755,587,515
2,916,063,924
12,212
376,374
323,880,177
98
10,621,266,878
No of shares
775,862,068
1,221
244
595,454,545
902,592,977
17,000,000
17,000,000
20,000,000
18,318
72,629
188,000
1,275
13,703,171
98,047,386
294,109,477
2,734,051,311
0.153
0.15
0.15
0.15
0.15
0.142
0.18
0.18
0.18
0.18
0.173
0.18
0.5
0.5
0.209
0.176
0.15
0.15
0.16
0.16
0.17
0.132
0.132
0.5
0.5
0.113
0.1
To settle liabilities interest
Placing
Subscription management
Subscription management
Placing
To settle liabilities interest
Placing
Subscription
Subscription
Subscription
To settle liabilities interest
Placing
Exercise of open offer warrants
Exercise of open offer warrants
To settle liabilities interest
To settle liabilities interest
Placing
Placing
Placing
Placing
Purchase of AP Mining Group
Placing
Placing
Exercise of open offer warrants
Exercise of open offer warrants
To settle liabilities
Equity issuance for share consolidation post year-end
Issue price (p)
Purpose of issue
0.116
Placing
0.5
0.5
0.11
0.2
0.13
0.15
0.25
0.5
0.5
0.5
0.5
0.174
0.153
0.153
Exercise of open offer warrants
Exercise of open offer warrants
Placing
Placing
Subscription
Subscription
Subscription
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
Exercise of open offer warrants
To settle liabilities
Subscription
Placing
Date of issue
2021
05-May-20
22-May-20
22-May-20
22-May-20
02-Jun-20
04-Jun-20
26-Jun-20
30-Jun-20
30-Jun-20
30-Jun-20
03-Jul-20
06-Jul-20
06-Jul-20
28-Jul-20
29-Jul-20
04-Sep-20
16-Sep-20
24-Sep-20
30-Oct-20
09-Nov-20
25-Nov-20
15-Dec-20
23-Dec-20
04-Jan-21
13-Jan-21
01-Feb-21
29-Apr-21
Date of issue
2020
04-Jun-19
27-Jun-19
08-Aug-19
23-Aug-19
07-Oct-19
31-Oct-19
31-Oct-19
13-Nov-19
02-Jan-20
07-Jan-20
07-Jan-20
08-Jan-20
03-Apr-20
22-Apr-20
30-Apr-20
46
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021
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 30 April 2020, the Directors and senior managers held 5,208,313 unexercised warrants. The last date for exercise was 3 January
2021. None of these have been exercised in the current year and the warrants have lapsed.
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 30 April 2020 there remained 6,613,756 warrants unexercised by these investors. The last date for exercise was 31 March 2021. None
of these have been exercised in the current year and the warrants have lapsed at 30 April 2021.
21. 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
In issue at
30 April 2020
Issued
during year*
Lapsed
during year*
Exercised
during year
In issue at
30 April 2021
Final exercise date
0.198p
0.198p
0.25p
0.25p
0.30p
0.45p
0.50p
0.50p
70,000,000
70,000,000
52,000,000
62,000,000
20,000,000
5,000,000
47,000,000
47,000,000
1,000,000
70,000,000
70,000,000
52,000,000
62,000,000
20,000,000
5,000,000
48,000,000
47,000,000
Nov-23
Mar-24
Nov-22
Mar-23
Mar-22
Dec-22**
Mar-22
Mar-23
233,000,000
140,000,000
1,000,000
-
374,000,000
* Included within lapsed are 1 million SARS at exercise price of 0.5p that have been reinstated
** Extended from 30 June 2020 to 31 December 2022
Exercise price
Options
In issue at
30 April 2019
Issued
during year
Lapsed
during year
Exercised
during year
In issue at
30 April 2020
Final exercise date
0.25p
0.25p
0.30p
0.45p
0.50p
0.50p
0.70p
-
-
72,000,000
62,000,000
(20,000,000)
20,000,000
5,000,000
48,000,000
48,000,000
28,500,000
-
-
-
-
-
(1,000,000)
(1,000,000)
(28,500,000)
-
-
-
-
-
52,000,000
62,000,000
20,000,000
5,000,000
47,000,000
47,000,000
-
149,500,000
134,000,000
(30,500,000)
(20,000,000)
233,000,000
Nov-22
Mar-23
Mar-22
Jun-20
Mar-22
Mar-23
47
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review
Notes to financial statements Continued
The tables below reconcile the opening and closing number of share option and warrants in issue at each reporting date:
Exercise price
In issue at
30 April 2020
Issued
during year
Lapsed
during year
Exercised
during year
In issue at
30 April 2021
Final exercise date
0.26p
0.50p
variable
variable
variable
517,604,804
520,915,436
14,583,250
6,613,756
1,059,717,246
2,315,000,000
3,374,717,246
-
-
-
-
-
-
-
-
-
517,604,804
Jan-23
(519,669,304)
(1,246,132)
(14,583,250)
(6,613,756)
-
-
-
-
-
(540,866,310)
(1,246,132)
517,604,804
-
-
2,315,000,000
See Note
(540,866,310)
(1,246,132)
2,832,604,804
Exercise price
In issue at
30 April 2019
Issued
during year
Lapsed
during year
Exercised
during year
In issue at
30 April 2020
Final exercise date
0.13p
0.15p
0.26p
0.40p
0.50p
variable
variable
-
-
-
17,000,000
17,000,000
517,604,804
5,425,000
529,004,140
14,583,250
6,613,756
-
-
-
-
-
-
-
(5,425,000)
(7,807,017)
-
-
(17,000,000)
(17,000,000)
-
-
517,604,804
Jan-23
-
-
(281,687)
520,915,436
Dec 2020 *
-
-
14,583,250
6,613,756
Jan-21
Mar-21
555,626,146
551,604,804
(13,232,017)
(34,281,687)
1,059,717,246
variable
565,000,000
1,750,000,000
-
-
2,315,000,000
See Note
1,120,626,146
2,301,604,804
(13,232,017)
(34,281,687)
3,374,717,246
* Extended from June 2019
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$4,468,626 (Mercuria Warrants).
Outstanding at the beginning of the year
Granted during the year
Lapsed during the year
Exercised during the year - Adjusted 17 million
Outstanding at the end of the year
Exercisable at the end of the year
2021
Weighted average
exercise price
(pence)
0.34
0.20
0.40
0.50
0.28
0.28
2020
Weighted average
exercise price
(pence)
0.44
0.25
0.62
0.20
0.34
0.34
Number
705,126,146
685,604,804
(43,732,017)
(54,281,687)
1,292,717,246
1,292,717,246
Number
1,292,717,246
140,000,000
(539,866,310)
(1,246,132)
891,604,804
891,604,804
The weighted average remaining lives of the SARs, share options or warrants outstanding at the end of the period is 23 months (2020:
26 months). Of the 891,604,804 SARs, options and warrants outstanding at 30 April 2021 (2020: 1,292,717,246), 891,604,804 (2020:
1,292,717,246) are fully vested in the holders and are exercisable at that date.
48
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021
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:
Grant date
Share Option
or Warrant
Exercise Price
Vesting
periods
Share price at
date of grant
Volatility
Life (years)
Dividend
yield
Risk free
interest rate
Fair value
Apr-16
Jul-16
Jul-16
Aug-16
Aug-16
Oct-16
Oct-16
Oct-19
Oct-19
Nov-19
Nov-19
Jan-20
Nov-20
Nov-20
variable
variable
0.5p
0.5p
0.5p
variable
0.4p
0.13p
0.15p
0.25p
0.25p
0.26p
0.198p
0.198p
Mar-21
Mar-21
Jun-19
Jun-19
Jun-19
Mar-21
Oct-19
Oct-19
Oct-19
Nov-19
Mar-20
Jan-20
Nov-20
Mar-21
0.240p
0.360p
0.315p
0.265p
0.290p
0.280p
0.320p
0.120p
0.120p
0.290p
0.290p
0.325p
0.175p
0.175p
135%
135%
76%
76%
76%
135%
76%
90%
90%
90%
90%
93%
88%
88%
5
5
4.11
4.01
3.97
5
3.97
2.79
2.79
3
4
3
3
3.33
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
1.50%
1.50%
0.63%
0.34%
0.34%
1.50%
0.18%
0.75%
0.75%
0.71%
0.71%
0.71%
0.05%
0.05%
0.21p
0.31p
0.57p
0.05p
0.06p
0.24p
0.10p
0.07p
0.06p
0.17p
0.19p
0.20p
0.12p
0.13p
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 $177,551 (2020: $439,925).
Cash-settled share-based payments
The Directors of the Company had set up an Employee Benefit Trust (EBT) in which a number of employees and directors were
participants (the ‘Participants’). The EBT held shares on behalf of Participants until such time as those Participants exercised their right
to require the EBT to sell the shares. On the sale of the shares the Participants would have received 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 Participants were to pay 0.01p per share to acquire their rights.
In view of the large reduction in the Company’s share price since the EBT was set up, the value of the rights of the Participants under the
EBT has become negligible, and accordingly the EBT was terminated in the year ended 30 April 2019 by the sale of the shares and the
application of the sale proceeds in repayment of the loan by The Company to the EBT.
In the event of an increase in the Company’s share price to a figure substantially in excess of 6p (in excess of 600p new ordinary shares
under the Capital Reorganisation executed on 5 May 2021), the Company would have a liability to Participants equal to the rights that the
Participants would have had under the EBT.
The EBT rights of Participants are set out in the table below.
Exercise price
Outstanding at
30 April 2020
Exercised during
last 12 months
Lapsed during Last
12 months
Granted during last
12 months
Outstanding at
30 April 2021
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)
-
-
(17,000,000)
-
-
-
-
-
-
-
-
-
-
-
7,750,000
7,750,000
15,500,000
August 2012
August 2013
As at 30 April 2021 a total of 15,500,000 of the EBT participation rights were exercisable.
49
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Notes to financial statements Continued
Exercise price
Outstanding at
31 March 2019
Exercised during
last 12 months
Lapsed during Last
12 months
Granted during last
12 months
Outstanding at
30 April 2020
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 30 April 2020 a total of 32,500,000 of the EBT participation rights were exercisable.
Fair value of Participants’ 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:
Grant date
Validity of grant
Vesting periods
Share price at date of grant
Volatility
Dividend yield
Risk free investment rate
Fair value
Aug 2012
Sep 2011
10 years
Sep 2011-
Aug 2012
6.00p
51%
Nil
0.65%
Nil
Aug 2013
Sep 2011
10 years
Sep 2011-
Aug 2013
6.00p
51%
Nil
0.65%
Nil
Fair value is determined by using the Black Scholes model using the assumptions noted in the above table. Volatility has been calculated
by reference to historical share price information.
The Group has no recorded liabilities in respect of the Participants’ rights (2020: $nil).
The Group has no recorded expenses in respect of these rights. (2020: $nil)
The total intrinsic value at both 30 April 2021 and 20 April 2020 was zero.
Warrant and Share option expense
Warrant and share option expense:
- In respect of remuneration contracts
- In respect of financing arrangements
Total expense / (credit)
2021
Group
$’000
178
-
178
2020
Group
$’000
440
-
440
22. 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 retained deficit reserve represents the cumulative net gains and losses recognised in the Group statement of comprehensive income.
50
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021 23. Non-controlling Interests
On 23 November 2020, the Company acquired the remaining non-controlling interest of 20% in Vast Baita Plai SA (formerly African
Consolidated Resources SRL). Following the acquisition, Vast Baita Plai SA is a 100% owned subsidiary of the Company.
24. Related party transactions
Company and group
Directors and key management emoluments are disclosed in notes 6 and 7.
Group
During the year the Company acquired the entire share capital of AP Mining Group Limited and in consequence the Company acquired
the remaining 20% interest in Baita Plai Polymetallic Mine (‘Baita Plai’) (thus increasing its interest in Baita Plai to 100%) together with
further interests in the Blueberry and Zagra Romanian projects. The acquisition was satisfied through the issue of 2,850,000,000 new
ordinary shares of 0.1p in the Company (‘Ordinary Shares’) (the ‘Consideration Shares’). Of the Consideration Shares, 1,500,001,930 were
allotted to Andrew Prelea and 225,005,790 were allotted to Roy Tucker, both Directors of the Company,
At the reporting date, there was an amount owing by Vast Baita Plai SA (formerly African Consolidated Resources SRL) to Ozone Homes
SRL (Ozone) of US$4,129 (2020: US$4,659) 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.
During the year, the company had a service contract with Roy Tucker to provide office premises and associated services totalling
US$23,869 including VAT (2020: US$22,794).
25. Contingent liabilities
In the normal course of conducting business in Romania, the Company’s Romanian businesses are subject to a number of legal
proceedings and claims. These matters mainly comprise claims by the Romanian tax authorities. The Company records liabilities related
to such matters when management assesses that settlement of the exposure is probable and can be reasonably estimated. Based on
current information and legal advice, management does not expect any such proceedings or claims to result in liabilities and therefore no
liabilities have been recorded at 30 April 2021. However, these matters are subject to inherent uncertainties and there exists the remote
possibility that the outcome of these proceedings and claims could have a material impact on the Group.
26. Events after the reporting date
On 5 May 2021, the Company concluded a Capital Reorganisation by which the number of ordinary shares in issue was reduced by a
factor of 100. The ordinary shares now in issue are termed the “the New Reorganised Ordinary Shares”.
New Reorganised Ordinary Shares issued and warrants exercised
£
2,886,940
225,600
3,112,540
$
Shares Issued
Issued to
3,985,515
312,467
4,297,982
78,395,870
Placing with investors
3,580,952
Subscription by investors
81,976,822
Subsequent to the period end, Paul Fletcher acquired 365,000 New Reorganised Ordinary Shares.
Management
Nigel Wyatt was appointed as a Non-executive Director.
Nicolae Turdean was appointed Romanian Country Manager.
Appointment of Stancu Viorel as General Manager, replacing Marcus Brewster who left the Company.
Conditional acquisition agreement
On 23 August 2021, the Company entered into a conditional agreement for the acquisition of a 90% interest in the Ghaghoo Diamond
Mine in Botswana (“Ghaghoo”) from Gem Diamonds Botswana (pty) Ltd (“GDB”). The acquisition of Ghaghoo, which would be conducted
through a joint venture between the Company and Botswana Diamonds plc ('BOD') is conditional, inter alia, on the procurement by Vast of
a bank guarantee in favour of Gem Diamonds and on relevant regulatory and competition authority approvals in Botswana.
Broker appointment
On 28 June 2021, the Company appointed Shore Capital Stockbrokers Limited (“Shore Capital”) as a corporate broker to the Company.
Shore Capital will act alongside the Company’s joint broker, Axis Capital Markets Limited.
51
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Notes to financial statements Continued
27. Group subsidiaries
A full list of all subsidiary companies and their registered offices is given below:
Company
Sinarom Mining Group SRL
Vast Baita Plai SA*
AP Mining Group Ltd
Vast Resources Enterprises Limited
Vast Resources Nominees Limited **
Vast Resources Romania Limited
Accufin Investments (Private) Limited
Aeromags (Private) Limited
Cadex Investments (Private) Limited
Campstar Mining (Private) Limited
Chaperon Manufacturing (Private) Limited
Charmed Technical Mining (Private) Limited
Chianty Mining Services (Private) Limited
Conneire Mining (Private) Limited
Corampian Technical Mining (Private) Limited
Dashaloo Investments (Private) Limited
Deep Burg Mining Services (Private) Limited
Deft Mining Services (Private) Limited
Exchequer Mining Services (Private) Limited
Febrim Investments (Private) Limited
Heavystuff Investment Company (Private) Limited
Hemihelp Investments (Private) Limited
Isiyala Mining (Private) Limited
Katanga Mining (Private) Limited
Kengen Trading (Private) Limited
Kielty Investments (Private) Limited
Lafton Investments (Private) Limited
Lomite Investments (Private) Limited
Lucciola Investment Services (Private) Limited
Malaghan Investments (Private) Limited
Methven Investment Company (Private) Limited
Mimic Mining (Private) Limited
Monteiro Investments (Private) Limited
Mystical Mining (Private) Limited
Naxten Investments (Private) Limited
Nedziwe Mining (Private) Limited
Notebridge Investments (Private) Limited
Olebile Investments (Private) Limited
Perkinson Investments (Private) Limited
Pickstone-Peerless Mining (Private) Limited
Possession Investment Services (Private) Limited
Prudent Mining (Private) Limited
Rania Haulage (Private) Limited
Regsite Mining Services (Private) Limited
52
Country of
registration
Reg. office
Group Interest
Nature of business
Romania
Romania
UK
UK
UK
UK
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Note
2
1
3
3
3
3
5
5
4
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
4
4
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
5
2021
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%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
2020
100%
80%
nil
nil
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%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Mining production
Mining development
Dormant
Mining investment
Nominee company
Mining investment
Dormant
Dormant
Claim holding
Dormant
Dormant
Dormant
Dormant
Claim holding
Dormant
Claim holding
Dormant
Dormant
Claim holding
Dormant
Claim holding
Dormant
Dormant
Holding Company
Dormant
Dormant
Claim holding
Claim holding
Dormant
Dormant
Dormant
Dormant
Dormant
Claim holding
Asset holding
Dormant
Dormant
Claim holding
Claim holding
Dormant
Claim holding
Dormant
Dormant
Dormant
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021 Company
Riberio Mining Services (Private) Limited
Sackler Investments (Private) Limited
Schont Mining Services (Private) Limited
Swadini Miners (Private) Limited
Tamahine Investments (Private) Limited
The Salon Investments (Private) Limited
Vast Resources Zimbabwe (Private) Limited
Vono Trading (Private) Limited
Wynton Investment Company (Private) Limited
Zimchew Investments (Private) Limited
* Formerly African Consolidated Resources SRL
** Formerly ACR Nominees Ltd
Notes - Addresses of Registered offices:
Country of
registration
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Reg. office
Group Interest
Nature of business
Note
5
5
5
5
5
5
5
5
5
5
2021
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
2020
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Dormant
Claim holding
Claim holding
Dormant
Dormant
Dormant
Mining investment
Dormant
Dormant
Dormant
1
2
3
4
5
Sat Iacobeni, Str.Minelor Nr.20, Jud. Suceava, Romania
Str.9 Mai, Nr.20, Baia Mare, Jud.Maramures, 430274 Romania
Nettlestead Place, Nettlestead, Maidstone, Kent ME18 6HE, United Kingdom
121 Borrowdale Road, Gun Hill, Harare, Zimbabwe
6, John Plagis Avenue, Alexandra Park, Harare, Zimbabwe
53
Vast Resources Plc / Report and Accounts 2021Financial StatementsGovernanceBusiness Review Company information
Directors
Brian Moritz, Non-Executive Chairman
Richard Prelea, Chief Executive Officer
Roy Tucker, Business Director
Paul Fletcher, Finance Director
Craig Harvey, Chief Operations Officer
Nicholas Hatch, Non-Executive Director
Nigel Wyatt, Non-Executive Director
Secretary and registered office
Ben Harber
60 Gracechurch Street,
London,
EC3V 0HR
Country of incorporation
United Kingdom
Legal form
Public Limited Company
Website
Auditors
www.vastplc.com
Crowe UK LLP
55 Ludgate Hill
London
EC4M ZJW
Nominated & Financial Adviser
Beaumont Cornish Limited
Building 3
566 Chiswick High Road
London
W4 5YA
Joint Corporate Brokers
Shore Capital Stockbrokers Limited
Axis Capital Markets Ltd
Registrars
Princes Court
7, Princes Street
London
EC2R 8AQ
Cassini House
57 St James's Street,
London, SW1A 1LD
Share Registrars Limited
27-28 Eastcastle Street
London, W1W 8DH
Registered number
5414325
54
FINANCIAL STATEMENTSVast Resources Plc / Report and Accounts 2021 www.vastplc.com
+44 (0 ) 207 846 0974
info@vastplc.com