Vast Resources plc
Annual Report for the year ended
30 April 2024
Page 1 of 67
Vast Resources plc
Report for the year to 30 April 2024
Contents
Page
Highlights
2-4
Chairman’s Report
5-6
Strategic Report
7-19
Report of the directors
20-23
Statement of directors’ responsibilities
24
Independent Auditors report
25-29
Group statement of comprehensive income
30
Group statement of changes in equity
31
Company statement of changes in equity
32
Group and Company statements of financial position
33
Group and Company statements of cash flow
34
Statement of accounting policies
35-40
Notes to the financial statements
41-66
Company Information
67
Page 2 of 67
OVERVIEW OF THE YEAR ENDED 30th APRIL 2024
Vast Resources plc (‘Vast’ or the ‘Group’ or the ‘Company’) is focused on key mining opportunities in Romania,
Zimbabwe and Tajikistan. These opportunities comprise the Baita Plai Polymetallic Mine (“BPPM”) in Romania, the
Group’s expected opportunity in Zimbabwe, and participation in two mining projects in Tajikistan. The Group
continued to hold the Manaila Polymetallic Mine (“MPM”) in Romania on care and maintenance during the reporting
period with the expectation of a funding round at a later stage. Subsequent to the year end, the Company entered
into agreements with an ecological project to process and market mineral products at the former Hanes Gold Mine in
Romania.
Financial
•
Revenues for the year ended 30 April 2024 were US$2.0 million compared to US$3.7 million for the year
ended 30 April 2023. The decrease is due to a reduction in revenues from the Company’s Tajikistan
interest and slower concentrate sales in Romania in the second half of the year.
•
7.1% increase in other administrative and overhead expenses for the year ended 30 April 2024 (US$4.2
million) compared to the year ended 30 April 2023 (US$3.9 million).
•
Foreign exchange losses of US$1.3 million for the year ended 30 April 2024 compared to gains of US$1.4
million for the year ended 30 April 2023. These losses arise from the Company’s USD denominated
funding of its Romanian Lei functional currency subsidiaries and are partly compensated by foreign
exchange translation gains of US$1.1 million. The Company funds its Romanian businesses in USD given
this funding will ultimately be repaid from USD denominated sales.
•
An increase in losses after taxation in the year ended 30 April 2024 (US$14.7 million) compared to the
year ended 30 April 2023 (US$10.5 million). Eliminating the effects of foreign exchange gains and losses,
the loss for the period has increased from US$11.9 million for the year ended 30 April 2023 to US$13.3
million for the year ended 30 April 2024.
•
Cash balances at the end of the period were US$0.025 million compared to US$0.530 million at 30 April
2023.
Operational Development
•
BPPM milled production increased from 60,750 metric tonnes for the year ended 30 April 2023 to 86,171
metric tonnes for the year ended 30 April 2024. However, sales were slower this year, particularly in the
second half of the year, due to logistical and product grade consistency considerations that require that
production is blended over time to achieve optimal grades for marketing. With the anticipated ramp-up of
future production, these factors would be eliminated.
•
First shipment of the lead and zinc at the Takob processing plant in Tajikistan in October 2023. Despite a
lull in production during the year due to weather related factors and internal matters at Takob unrelated to
the direct functioning of the plant, production restarted after the year end.
•
Entitlement to an effective 4.9% interest in Aprelevka, a Tajikistan gold mine, in consideration for the
provision of management and mine development services. Aprelevka holds four active operational mining
licences located along the Tien Shan Belt that extends through Central Asia, currently producing
approximately 11,600oz of gold and 116,000 oz of silver per annum.
•
Execution of a three-year marketing agreement with a Swiss investment company for the exclusive
distribution of potentially high grade PGM concentrates produced within the EU. Vast will receive a 2.5%
commission based on the sales value of the concentrates distributed under this agreement. No
transactions were executed during the year due to the variable nature of grade tests which will require
more work on sorting and blending the product to maximise payables. Given priorities during the year,
work in this area has been delayed.
•
Execution of a new exclusive offtake agreement with Trafigura Group Pte (‘Trafigura’) for all copper
concentrate produced at BPPM, Trafigura is one of the world’s leading independent commodity trading
and logistics companies and is also the offtaker for the Takob mine in Tajikistan.
•
On 14 July 2023, an employee was fatally injured in a mine transportation incident. The Directors and
Management of Vast express their sincere condolences to the family and colleagues of the deceased.
Post reporting date:
•
In June 2024, the Company decided to enter Vast Baita Plai SA (“VBPSA”), the operator of BPPM, into a
period of voluntary reorganisation to be effected by a Court judged process under the Insolvency Act in
Romania. This was executed in response to operational pressures caused by the Unions and certain
Page 3 of 67
BPPM employee demands and practices which were adversely impacting mine performance. The
reorganisation does not affect the ownership or control of the mine and has been executed in the best
interests of the Company and its shareholders.
•
In August 2024, the Company’s 100% subsidiary Vast Baita Plia SA (“VBPSA”) successfully extended the
Head Licence held by Baita SA and under which VBPSA has the rights to mine polymetallics at BPPM for
a further five years by way of Government Decision 6/2024 on 9 August 2024. In obtaining this approval,
drilling results from the Company’s drill campaign commenced in 2023 were submitted.
•
In September 2024, the Company executed agreements with an ecological project to process and market
products from clean-up operations at the former Hanes Gold Mine located in the Alba region of Romania.
•
Significant progress has been made by the parties relating to the historic claim. The Attorney General’s
office has approved the terms of the settlement agreement relating to the historic claim and has
recommended this to government for signature. The fully executed settlement is currently awaited to
enable the Company to complete the process of recovery and the Company remains confident of a
successful conclusion. No amount has been recognised in the financial statements (see note 27).
Funding
Equity:
Fundraising share issues during the year (gross proceeds before cost of issue):
£
$
Shares issued
Issued to
4,775,975
5,988,191
440,666,667
Placing with investors
4,775,975
5,988,191
440,666,667
Post reporting date:
£
$
Shares issued
Issued to
1,966,000
2,535,362
1,630,000,000
Placing with investors
1,966,000
2,535,362
1,630,000,000
On 29 February 2024 the Company approved a capital reorganisation under which the number of existing ordinary
shares in issue were reduced by a factor of six. The shares issued during the year ended 30 April 2024 have been
adjusted to reflect the reduction.
Debt:
Earlier during the year, the Company made total payments of US$300,000 to its debt creditors to extend repayment
to 30 November 2023. Subsequent to this, several extensions were made during the year at no extra cost, culminating
in a new schedule of repayments announced on 29 April 2024 and which would begin on 7 May 2024 and in large
part would be funded through refinancing. Given the delays in refinancing, the Company has not repaid any amounts
to its lenders after the year end. The Company continues to discuss arrangements with both Alpha and Mercuria and
has commenced alternative measures for settling the outstanding debts.
Management
The Company and the Board of Directors were very saddened by the passing of Andrew Hall, Commercial Director
of Vast Resources. Andrew joined the Vast team in 2018 and has been a very valued member of the team. He will be
greatly missed and fondly remembered.
Political and environmental
The rising tensions in the Middle East and the ongoing conflict in Ukraine has not had any direct adverse impact on
the group’s operations but has impacted commodity markets. Gold prices have hit record highs and copper futures
have remained firm. A combination of anticipated US interest rate cuts, Chinese stimulus and geopolitical tensions
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have been bullish for commodity prices. The process concerning the settlement of the historical claim is now very
well advanced.
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CHAIRMAN’S REPORT
While this has been a highly challenging year for the Company, much work has been done and continues to be done
by the management team and the Board to stabilise the business and originate new commercial opportunities.
Diversifying revenue streams is key to reducing the Company’s current dependence on a single operating asset and
we acted on this during the year by increasing our Tajikistan footprint and, subsequent to the year end, by adding an
important line of business to our operations in Romania. The Company continues to be in need of financing and this
has constrained our ability to operate effectively and realise the potential of the Company’s assets. The Company is
therefore in discussions with multiple investors and funders to properly capitalise the business. Very significant
progress has been made by the parties relating to our historic claim and following the Attorney General’s office
approval of the terms of the settlement agreement, the Company awaits the fully executed settlement to complete the
process of recovery.
Romania
While production at Baita has increased over last year, sales have been slow and we have been disappointed by our
progress. After the year end the Company decided to enter Vast Baita Plai SA, the operator of the Baita Plai
Polymetallic Mine (“BPPM”), into a period of voluntary reorganisation to be effected by a Court judged process under
the Insolvency Act in Romania. This was a reaction to a dispute with the Unions and certain members of the Baita
Plai workforce which unreasonably compromised the ability of the mine to improve productivity. The reorganisation
request was approved by the court and the Company has restructured operations.
After the year end, we entered into an important royalty agreement with a mine greening company. Vast has the
inhouse expertise and assets to assist with further processing and commercialisation of product at a number of clean-
up sites. This provides an exciting growth opportunity, diversification, low capital intensity, and offers near-term
liquidity.
The Company continues to maintain the Manaila Polymetallic Mine (“MPM”) on care and maintenance while it seeks
funding at the project level to restart the operation. The Company is in fact in dialogue with multiple investors regarding
both MPM and BPPM who recognise the potential of these assets and have commenced due diligence.
Very sadly, on 14 July 2023, a mine employee at BPPM was fatally injured in a mine transportation incident. On behalf
of the Directors and Management of Vast, I express sincere condolences to the family and colleagues. As always.
the Company remains totally committed to safeguarding the safety of our employees and the communities in which
we operate.
Tajikistan
In January 2024, we took an interest in a Tajikistan gold mining company (“Aprelevka”), in consideration for
management services to improve production volumes and efficiencies. The team is pushing hard to achieve these
goals and we believe that this will be a very important step to originating more opportunities in Tajikistan.
Zimbabwe
The Company has spent several years aiming to reach a satisfactory conclusion regarding the return of the historic
claim. Very significant progress has recently been made. The Attorney General’s office has approved the terms of
the settlement agreement relating to the historic claim and has recommended this to the relevant government body
for signature. The fully executed settlement is currently awaited to enable the Company to complete the process of
recovery and the Company remains confident of a successful conclusion.
Directors and management
The Company and the Board of Directors were extremely saddened by the passing of Andrew Hall on 27 November
2023. Andrew joined the Company in 2018 and held the Commercial Director role for Vast Resources. Andrew has
been a highly valued member of the team he will be greatly missed and fondly remembered.
Funding
Whilst the Company is in default of the repayment terms to Alpha and Mercuria, ,the Company continues to discuss
arrangements with both Alpha and Mercuria. Both lenders are and have been supportive. The Company has
commenced alternative measures for settling the outstanding debts and also to address the short-term working capital
needs of the group.
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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.
Brian Moritz
Chairman
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STRATEGIC REPORT
Principal activities, review of business and future developments
Vision
The vision of the Group continues to be 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
Tajikistan.
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 is engaged with new investors to support the restart.
In Tajikistan, the Group has a mining project with a fluoride and galena mine to produce and market non-ferrous
concentrate and other metals and Vast has also been appointed on 16 January 2024 to manage and develop the
Aprelevka Gold Mines for which it is entitled to an effective 4.9% share of the earnings before interest and tax in these
operations.
The Group continues to focus on bringing the historic claim to a satisfactory conclusion, having made good progress
this year.
In both Romania and Tajikistan, the Group holds further mining claims or other interests which are under appraisal.
Review of business
Romania
BPPM (100% interest)
Operations
BPPM produced concentrate throughout the year, increasing milled production from 60,750 metric tonnes for the year
ended 30 April 2023 to 86,171 metric tonnes for the year ended 30 April 2024. While production increased, this was
far below our internal expectations and fails to reflect the true potential of the mine. Sub-optimal working practices
and labour disputes significantly impacted the Company’s internal ramp-up projections. Sales were also slower this
year, particularly in the second half of the year, due to logistical and product grade consistency considerations which
management expects will be alleviated through higher anticipated production volumes across multiple faces. Primarily
for these reasons, in June 2024, the Company decided to enter Vast Baita Plai SA (“VBPSA”), the operator of BPPM,
into a period of voluntary reorganisation to be effected by a Court judged process under the Insolvency Act in
Romania. This has had the desired effect of eliminating operational pressures caused by the Unions and certain
BPPM employee demands and practices which were detrimental to mine performance. The reorganisation does not
affect the ownership or controlc of the mine and BPPM has, after the year end, started to ramp up production, albeit
from a reduced starting point which is initially designed to conserve cashflow. BPPM has reduced the staffing levels
by more than 50%, thus significantly reducing costs and increasing efficiencies. A new management team has been
installed and has opened the higher copper grade areas for mining. This is expected to result in significantly lowering
costs per tonne of contained copper focusing on selective narrow vein mining. While production has inevitably been
impacted in the short-term, the reorganisation allows the Company to appropriately stage gate the ramp up of
production in a manner that will protect cashflows from project downside risks.
The results from the first phase of the Company’s drill campaign were promising and subsequent to the year-end
successfully extended the Head Licence held by Baita SA and under which VBPSA has the rights to mine
polymetallics at BPPM for a further five years. The mine does require continued investment to significantly increase
volumes. To this end, and reflecting the potential of the asset, the Company is in discussions with multiple project-
based investors who have begun due diligence. We were, however, very saddened on 14 July 2023, by a fatality at
the mine. An employee was fatally injured in a mine transportation incident. The Directors and Management of Vast
express their sincere condolences to the family and colleagues of the deceased.
Resources
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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. Under JORC an
exploration target has been identified, which includes an historical mineral resource of between 1.8 million to 3 million
tonnes with a copper grade range of 0.50–2.00%, gold range of 0.20–0.80 g/t and silver range of 40-80g/t. Subsequent
to the publication of the JORC assessment, and following an analysis of historical data records, the exploration targets
previously reported under JORC were increased from 1.8 million – 3.0 million tonnes to 3.2 million - 5.8 million tonnes
with copper grades in the 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 Company has also begun a drilling campaign for
the purpose of establishing an enlarged JORC compliant Mineral Resource and in due course an Ore Reserve for its
licence renewal in August 2024. The drilling campaign is supported by a Technical Programme Report prepared by
the Chief Geologist for geological and geotechnical consultants, Formin SA, and countersigned by Top Consulting,
Canada. The Report concludes that the fulfilment of the programme will give the Company the potential opportunity
to upgrade the existing Mineral Resource with the inclusion of a JORC compliant Exploration Target of 11.65 to 12.65
million metric tonnes at 0.98% to 1.69% copper, 0.23% to 0.57% lead, and 0.17% to 0.62% zinc. Initial drill results
received were very encouraging confirming the potential to extend the mining area.
MPM (100% interest)
The Manaila Carlibaba exploitation perimeter contains a JORC (2012) compliant Indicated 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. JORC
underground exploration targets identified are 7.9 million – 23.6 million tonnes with copper grades in range of 0.4-
1.3%, lead range 0.2-0.7%, zinc range 0.3-1.1%, and open pit exploration targets of 1.1 million – 3.2 million tonnes
with copper grades in range of 0.4-1.1%, lead 0.1-0.4%, and zinc range 0.2-0.6%. The Company was granted the
Manaila Carlibaba Exploitation License to 29 October 2025. 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 in discussions with potential new investors at the project level to support the
near term restart of MPM.
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 a maiden JORC resource. The Company has
completed procedural and reporting requirements with the Romanian authorities. These have now been accepted
and will allow the Company to apply for an exploitation licence. However, there have been continued delays in the
grant of the licence due to procedural delays which are not related to the asset. During the year the group extracted
200 kg of samples and performed extraction techniques that achieved gold recoveries in excess of 85%, exceeding
the anticipated 44% yield submitted to the Romanian authorities as part of the licence application process. An investor
group has expressed an interest in the asset and due diligence is expected to commence in late November 2024.
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.
Hanes Gold Mine (20% effective interest)
On the 11 September 2024 the Company announced that it had executed two association agreements with an
ecological project to process and market products from clean-up operations at the former Hanes Gold Mine located
in the Alba region of Romania. The first agreement is expected to be of a long-term nature, whilst the second
agreement relates to the marketing of a fixed amount of 500 tonnes of high-grade Au concentrate. Any funding
requirement for the first agreement is expected to be provided from the proceeds from the second agreement, which
is not expected to incur any expense for the Company over and above normal operating costs.
The Company has also entered into an Ecological Option Agreement with a local Non-Profit Organisation to prospect
and prepare a Mineral Resource estimate for the remaining 3 million tonnes of the original Hanes gold mine material.
The Company’s objective will be to shortly thereafter sign a processing and marketing agreement for the final
concentrate on a similar 20% royalty basis to the first association agreement as a further element of the strategic eco
project for the rehabilitation of the former mining area.
Other Romanian prospects
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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. The Group continues to believe that exploitation of the many mining opportunities
that have become dormant in Romania 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.
Tajikistan
Takob processing Project (12.25% effective interest)
The Company, as one of a collective group of partners, has a mining project (the “Takob project”) in Tajikistan with
Open Joint Stock Company Korkhonai Boygardonii Takob (“Takob”). The interest in the Takob project was acquired
as a result of the acquisition by a recently incorporated UK company, Central Asia Investments Ltd, in which Vast has
a 49 percent interest of a 50 percent interest in Central Asia Minerals and Metals Ore Trading FZCO (“CAMM”) which
has an agreement with Takob (the “Master Agreement”). Vast has an effective 24.5 percent indirect interest in the
Takob project. Takob, a wholly owned subsidiary of the Tajikistan Open Joint Stock Company “TALCO”, the country’s
largest group of companies, is the owner of the operating Takob fluorite and galena mine (the “Mine”) in Tajikistan
where the strategic fluoride concentrate is sold to TALCO’s chemical division (“TALCO Chemical LLC”), for the
production of essential raw materials required for primary aluminium production.
Under the Master Agreement the Mine is to produce approximately 7,000 tonnes per month of ore containing no less
than 1.5-2% lead, 1.2-1.4% zinc and 27% fluoride. Under the Master Agreement CAMM is to provide equipment,
technology and technical expertise to upgrade and optimise the processing plant at the Mine, and has undertaken the
responsibility for the management and execution of the Takob project. Takob will continue to mine ore at the Mine
and produce fluoride concentrate. Takob has undertaken to supply no less than 1,000,000 tonnes of ore to be
processed in line with the Project that is anticipated to run with the current Resource statement for 12 years.
CAMM has also under the Master Agreement been appointed as exclusive agent for Takob to market and sell all non-
ferrous concentrates and precious metals from Takob’s Mine including but not limited to lead, zinc, gold and silver.
An exclusive offtake contract has been entered into with Trafigura PTE. Ltd, one of the world’s leading independent
commodity trading and logistics companies for the sale of bulk concentrates produced by the Takob project. CAMM
has secured financing and is fully funded for the Takob project. In consideration for CAMM’s financing obligations and
provision of services under the Master Agreement CAMM is entitled to receive 50 percent of net revenue from the
sale of non-ferrous concentrate and precious metals. In order for CAMM to provide the expertise required to fulfil its
services and marketing obligations under the Master Agreement CAMM has entered a services agreement with Vast
to provide the services required. Under this agreement Vast is entitled to charge for the services provided on the basis
that 24.5 percent of the fees earned will be left outstanding until they can be financed from revenue arising from the
Takob project. The project made good progress with the Takob mine and achieved steady state production of a 95%
minimum fluorite (CaF₂) concentrate thus achieving satisfaction of a major performance condition of the contract. In
addition to fees receivable under the services agreement with CAMM Vast is entitled to receive the equivalent of
12.25 percent royalty of all sales of the non-ferrous concentrate and any other metals produced for its participation in
the collective group. The first shipment of the lead and zinc at the Takob processing plant in Tajikistan in October
2023. Despite a lull in production during the year due to weather related factors and internal matters at Takob
unrelated to the direct functioning of the plant, production restarted after the year end.
Takob Tailings Project
CAMM also executed a Memorandum of Understanding (“MoU”) with Open Joint Stock Company TALCO linked to
processing the tailings produced by the Takob Mine processing facility. During the initial soil sampling phase, the
company reported visible signs of Lead, Zinc and precious metals, including Gold, Silver & Platinum Group Metals,
in the tailings facility. Initial surface survey results show that there is a minimum of 1 million tons and up to 3.3 million
tons of material. Over the past 40 years of mining the processing plant was focused on Calcium Fluoride recoveries,
not on extraction of non-ferrous or precious metals.
Aprelevka Gold Mines
In January 2024 the Company was appointed by Gulf International Minerals Ltd (“Gulf”) to manage and develop the
Aprelevka Gold Mines in the Tien Shan Belt of Tajikistan. Gulf has a 49% interest in a venture with the Government
of Tajikistan (holding 51%) which own the Joint Tajik-Canadian Limited Liability Company, Aprelevka. Under the
agreement with Gulf, Vast will be entitled to:
Page 10 of 67
•
a 10% share of the earnings before interest and tax that Gulf receives from its 49% interest in Aprelevka;
•
a right of first refusal to convert its entitlement into an equity interest of 10% in Gulf at any time from 1 January
2025 to 15 January 2027, and;
•
a right to acquire at market price up to a further 20% of the shares of Gulf at any time from 1 January 2025
to 15 January 2027.
Aprelevka holds four active operational mining licences located along the Tien Shan Belt that extends through Central
Asia, currently producing approximately 11,600oz of gold and 116,000 oz of silver per annum. It is the intention of
the Company to assist in increasing Aprelevka's production from these four mines closer to the historical peak
production rates of approximately 27,000oz of gold and 250,000oz of silver per year from the operational mines.
Two additional mines have been explored, and eight further licenced mining areas that are currently being prospected
have shown positive results. Aprelevka also has three existing tailings dams that can be reprocessed containing high
gold values of which two tailings dams can be exploited in the near term.
Since the year end, the Company has made progress at the Aprelevka mine, realising costs savings and improving
gold recoveries and production volumes as envisaged at the time of Bay Square’s acquisition of Gulf in January
2024.The objective is to substantially increase volumes and profitability in the next twelve months and to complete a
JORC compliant resource study.
Zimbabwe
As stated in the Chairman’s Report, very significant progress has recently been made by the parties relating to our
historic claim. This has been a long outstanding issue and the company remains confident of a final settlement
following the approval by the Attorney General’s office of the terms of the settlement agreement and its
recommendation to the relevant government body for signature. The fully executed settlement agreement is currently
awaited to enable the Company to complete the process of recovery.
Corporate
The Company made a total payment of US$300,000 to its debt creditors to extend repayment to 30 November 2023.
Subsequent to this, several extensions were made during the year at no extra cost, culminating in new schedule of
repayments announced on 29 April 2024 and which would begin on 7 May 2024 and in large part funded through
refinancing. Given the delays in refinancing, the Company has not repaid any amounts to its lenders after the year
end. The Company continues to discuss arrangements with both Alpha and Mercuria and has commenced alternative
measures for settling the outstanding debts.
As reported last year, Craig Harvey, Technical Director and Chief Operating Officer (COO) resigned on 3 March 2023.
This has added considerably to existing management and Board workload. The Company has initiated a search for
a COO Board position and hopes to fill the position in the coming months.
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
•
Optimise operations to produce positive cashflows
•
Add value to operations by increasing resources and reserves
•
If expedient, hold significant minority stakes in new ventures operationally managed by the Group
•
Finance growth, where possible in a non-dilutive manner
•
Maintain exposure to Romania and Zimbabwe where the Group has acquired in-depth country knowledge
•
Develop the Company’s existing relationship in Tajikistan with Talco with a view to expanding its portfolio
within the country
•
Expand the Company’s polymetallic footprint further afield to complement its Romanian strategy
Key performance indicators
In executing its strategy, the Board considers the Group’s key performance indicators to be:
Cash cost per tonne milled
Page 11 of 67
•
Cash cost per tonne is derived from aggregate cash costs divided by tonnes milled and measures productivity.
•
BPPM cash cost per tonne was US$94 for the year (2023: US$131) and is derived from aggregate cash costs
divided by tonnes milled and measures productivity.
•
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 US$3,765 for the year (2023: US$5,139) and is derived from aggregate cash
costs divided by the tonnes produced.
•
There has been no production at MPM this year given the mine has been on care and maintenance.
Plant production volumes as a measure of asset utilisation
•
BPPM processed mill feed of 86,171 tonnes (2023: 60,750 tonnes).
•
There has been no production at MPM this and last year given 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. We have published JORC-2012
compliant resource estimates for both BPPM and MPM which are described above.
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$0.025 million (2023: US$0.530 million).
During the year cash used in operations were US$3.971 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$0.495 million comprising additions to property, plant, and equipment.
Cash net inflows from funding activities were US$ 3.961 million, comprising the net of the proceeds from the issuance
of shares of US$5.227 million less net repayment of loans and borrowings and finance expenses of US$1.266 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 order to repay the Mercuria and Alpha debt facilities, and to meet its ongoing working
capital needs. The original maturity date for these debt facilities was 15 May 2023 and this has been extended on
several occasions. Subsequent to the year end, these loans became due and the Company received notice from
Alpha that it would commence enforcement procedures of the security given to it by a third party, who is a shareholder
of the Company. The Company has been given confirmation by the third party that it is not his intention to take action
against the Company should Alpha commence enforcement action against him. No enforcement proceedings have
been initiated to date and the Company continues to discuss arrangements with both Alpha and Mercuria and plans
to repay the debts from the proceeds of the historic claim and/or from refinancing. Significant progress has been made
regarding the settlement of the historic claim following the approval of a settlement agreement by the Attorney
General’s office and its recommendation to the relevant government body to sign. The Company has also received
assurances from its previously announced refinancier of its commitment to provide restructuring finance. However, in
view of the historical delays in executing these sources of liquidity, the Group has commenced discussions with
several strategic investors to invest at the project level in both the Manaila Polymetallic Mine (“MPM”) and the Baita
Plai Polymetalic Mine (“BPPM”), and has also initiated other alternative measures. The expectation is that these
Page 12 of 67
measures will allow the Group to repay debt and will also provide the necessary funding to restart MPM and fund the
increase in capacity at BPPM.
The Company has also implemented a number of measures to improve the short-term operational and financial
position of the Group. In June 2024, the Company decided to enter Vast Baita Plai SA (“VBPSA”), the operator of
BPPM, into a period of voluntary reorganisation to be effected by a Court judged process under the Insolvency Act in
Romania. This has allowed the operation to significantly reduce both the labour force and operational costs and to
improve working practices with the objective conserving the Group’s cash resources, improve project outcomes, and
provide a stable platform for phased growth. The voluntary reorganisation process is ongoing with a Court date set
for 14 November 2024, at which the Company’s Judicial Administrator will present the rejected creditors and argue
the merits for rejecting any creditors from the initial creditors table, as well as presenting the progress made since
entering reorganisation, and present the initial step plan for the reorganisation to be approved by the creditors in due
course, of which Vast Resources PLC will be the majority voting creditor. In September 2024, the Group has also
executed agreements with an ecological project to process and market products from a rock and tailing dumps at the
former Hanes gold mine in Romania. This is expected to bring near-term liquidity and to be a future source of earnings
for the Group. The Company’s expectation is the combination of these measures together with the initiatives described
earlier, will provide the necessary funding for settling the outstanding debt of the Group and to satisfy the working
capital needs of the Group.
Having regard to the risks outlined in the Strategic Report regarding the voluntary reorganisations of the Group’s
Romanian subsidiaries, and that there is neither a legally binding extension of the Mercuria and Alpha nor alternative
legally binding funding or investing arrangements at the date of this report, these conditions indicate the existence of
a material uncertainty which may cast significant doubt about the Group's and Company's ability to continue as a
going concern. The financial statements do not include the adjustment that would result if the Group and Company
were unable to continue as a going concern.
Mitigation/Comments
In the event that the receipt of the historic claim proceeds and/or refinancing is successfully executed, management
is confident that with continued progress in the realisation process Mercuria and Alpha would remain supportive. To
date, Mercuria and Alpha have extended the original repayment date several times and have as yet not taken any
action against the Company to enforce repayment. However, as mitigation, the Company continues to engage with
investors and debt providers in order to provide liquidity to repay the Mercuria and Alpha debt and to articulate the
fundamental strength of the Group’s business so as to attract additional funding when required.
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 this exposure and consequently, after the year end, the
Company entered its mining operation at Baita into reorganisation so as to address suboptimal performance arising
from the Unions and certain BPPM employee demands and practices which were adversely impacting mine
performance. The reorganisation gives VBPSA the opportunity to dismiss, without significant cost, those employees
involved in behaviour detrimental to the Company, but also the possibility to re-employ those employees whom
VBPSA wishes to retain on new contracts materially more advantageous to BPSA. Certain employees were
demanding a reduction in working hours of about 25% and an increase in paid holidays to almost twice that required
under National regulations. The Hiring of employees is well advanced and the management is confident that this will
restore good labour relations, benefiting all stakeholders. 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
Page 13 of 67
The Group’s management constantly monitors mineral grades mined, cost of production, and commodity diversity to
ensure that mining output from its active projects become economic and that its mining investments are recoverable.
The anticipated marginal contributions going forward at BPPM 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 consults third party
benchmarks for remuneration.
Risk - Country and Political
The Group’s activities are based in Romania, Zimbabwe and Tajikistan. Emerging market economies could be subject
to greater risks, including legal, regulatory, economic, bribery and political risks, and are potentially subject to rapid
change.
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, Tajikistan 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.
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. As mentioned earlier, we were very saddened on 14 July 2023 by a fatality at BPPM.
Risk – Voluntary reorganisations of the Group’s Romanian subsidiaries
On 10 June 2024, the Company announced that Vast Baita Plai SA, the Company’s wholly owned Romanian
subsidiary that holds the Baita Plai association licence, had entered into a voluntary reorganisation to be effected by
a Court judged process under the Insolvency Act in Romania. Although the reorganisation is under a judicial court
process, it is of a voluntary nature under which administrators are appointed by the Company. Vast Baita Plai SA,
and with it Baita Plai, continue to be controlled by and operated by the Company through Andrew Prelea as Special
Administrator, appointed under that judicial process. Sinarom Mining Group Srl, the Company’s wholly owned
Company holding the Manaila licence recently completed a similar voluntary reorganisation plan which was approved
by the Romanian courts and under which the operations continue to be controlled by the Company. Failure to comply
with the rules and regulations of the insolvency process could result in bankruptcy proceedings being enacted at
Sinarom Mining Group Srl. In the case of Vast Baita Plai SA, a court date has been set for 14 November 2024, at
which the Company’s Judicial Administrator will present the rejected creditors and argue the merits for rejecting any
creditors from the initial creditors table, as well as presenting the progress made since entering reorganisation, and
present the initial step plan for the reorganisation. The final reorganisation plan will require creditor approval by June
2025, and Vast Resources PLC will be the majority voting creditor at the time of the anticipated approval. Failure to
adhere to comply with the rules and regulations through the insolvency process could result in bankruptcy proceedings
being enacted at Vast Baita Plai S.A.
Page 14 of 67
Mitigation/Comments
The Group via its special administrator, Andrew Prelea, work closely with the Judicial Administrator to ensure that all
processes are conducted in accordance with all applicable rules and regulations and that the necessary creditor
approval processes are adhered to in order to achieve a satisfactory outcome.
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
Membership of the Board during the year is as follows:
Name
Role
Appointed
Brian Moritz
Non-Executive Chairman
3 October 2016
Andrew Prelea
Chief Executive Officer
1 March 2018
Roy Tucker
Non-Executive Director
5 April 2005
Paul Fletcher
Finance Director
6 November 2019
Nick Hatch
Non-Executive Director
9 May 2018
Nigel Wyatt
Non-Executive Director
23 August 2021
Andrew Hall Commercial Director 6 December 2021 (died 27 November 2023)
The Non-Executive Directors other than Roy Tucker 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, and Paul Fletcher in the UK. All the Non-Executive Directors are resident in the UK.
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.
Page 15 of 67
Where possible Directors are physically present at board meetings. However, due to the divergence of locations,
Directors may be present by telephone.
During the year ended 30 April 2024, in addition to several informal Board discussions attended by all the Directors,
there were nine Board meetings of the Company of which six were attended by all Directors and three were attended
by all but one Director. There were a further eight meetings of a formal nature. There was also one General Meeting
in addition to the Annual General Meeting.
Appropriate skills and experience of the Directors
The CVs of the Directors – three executives (two post 27 November 2023) and four 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 12 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 31 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 Romania, Tajikistan, 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 – Non-Executive Director
Roy is a Chartered Accountant with some 50 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 32 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.
Andrew Hall – Commercial Director
The Company and the Board of Directors were extremely saddened by the passing of Andrew Hall on 27
November 2023. Andrew was a very valued member of the team. He will be greatly missed and fondly
remembered. Andrew had spent the last fourteen years working in natural resources and finance linked
businesses. Before joining the Company in December 2018, Andrew had previously worked at a natural
resource focussed merchant bank where he established and managed the alternative finance distribution
business covering asset managers, private equity, investment banks, family offices and trading houses.
Nick Hatch – Non-Executive Director
Nick has more than 38 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 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
Page 16 of 67
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; 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. The Company has initiated a search for a Chief Operational Officer
(COO) Board position and hopes to fill the position in the coming months.
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. Roy Tucker is a Chartered Accountant with many
years’ experience in general executive management. 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.
Evaluation of Board Performance
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, and Andrew Hall appointed to the Board as Commercial 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 and Romania. 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:
•
is primarily responsible for developing Vast’s strategy in consultation with the Board, for its implementation
and for the operational management of the business;
Page 17 of 67
•
is primarily responsible for new projects and expansion;
•
in conjunction with the CFO and Commercial Director is responsible for attracting finance and equity for the
Company;
•
runs the Company on a day-to-day basis;
•
implements the decisions of the Board;
•
monitors, reviews and manages key risks.
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 Commercial Director, Andrew Hall, until his passing on 27 November 2023:
•
worked with the CEO on the Company’s strategic business initiatives and capital raising;
•
was responsible for offtake relationships;
•
was responsible for leading the Company’s external and investor communications;
•
was the main point of contact with the Company’ s Nomad.
Since Andrew’s passing, these responsibilities have been shared by the Board of Directors.
Roy Tucker who is a Non-Executive Director also provides legal, consultancy and compliance services to the
Company.
The Remuneration Committee is currently chaired by Nick Hatch and comprises Nick Hatch, Brian Moritz and Nigel
Wyatt. 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 Brian Moritz and comprises Brian Moritz, Nick Hatch
and Nigel Wyatt. 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.
Matters reserved for the Board include:
•
Vision and strategy
•
Production and trading results
•
Financial statements and reporting
•
Financing strategy, including debt and other external financing sources
•
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
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.
Page 18 of 67
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 has focused its resources primarily on its key mining opportunity, BPPM. The Board has also expanded
and continues to look to expand the Company’s polymetallic footprint further afield to complement its Romanian and
Zimbabwe strategies. For further details on the Company’s strategy and the key performance indicators, please see
page 10 and 11. 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
11 to 14 and the processes by which they are managed are highlighted under the Risk Management principles set
out on the Corporate Governance section on page 14.
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.
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 17, 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 13, 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. As mentioned in the Chairman’s Report on page 6, 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 6 of the Chairman’s Report and under the Corporate Governance section on page
14 the Board strives to promote a culture based on high business conduct standards.
Page 19 of 67
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 Company has had a very challenging year. Our performance at BPPM did not meet our internal expectations
but we believe that with the reorganisation at the mine will create the base on which to successfully grow the operation.
This will be dependent upon additional funding which we expect will be derived from settlement of the historic claim
following the approval of the terms of the settlement agreement by the Attorney General’s office and its
recommendation to the relevant government body for signature. The Company has also received assurances from its
refinancier of its commitment to provide restructuring finance. However, in view of the historical delays in executing
these sources of liquidity, the Company has commenced alternative measures for settling the outstanding debts and
also to address the short-term working capital needs of the group. The expectation is that these sources of liquidity
will place the Company on a much stronger financial footing.
During the year we added to our Tajikistan footprint through an interest in the Aprelevka Gold Mine, and after the year
end diversified our Romanian operations following the execution of agreements with an ecological project to process
and market products from clean-up operations at the former Hanes Gold Mine located in the Alba region of Romania.
These projects offer good near and medium-term prospects and do not require any funding from Vast. MPM continues
to hold significant value for the Company, supported by continued strong demand for copper and improved production
techniques. The priorities this year have again prevented the team from devoting time to realising the value of the
asset and we are engaging with investors to support at the project level the restart of MPM.
The economic fundamentals for the Company’s polymetallic business are strong. Continued demand for copper has
buoyed prices, despite current geopolitical risks. 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 and exploitation of new
resources. Gold prices remain extremely well supported and we believe that this will benefit Vast in its new gold
mining interests which provide diversification for the Company.
On behalf of the Board,
Andrew Prelea
Group Chief Executive Officer
Page 20 of 67
REPORT OF THE DIRECTORS
for the year ended 30 April 2024
The Directors present their report together with the audited financial statements for the twelve-month period ended
30 April 2024.
Results and dividends
The Group statement of comprehensive income is set out on page 30 and shows the loss for the period.
The Directors do not recommend the payment of a dividend (2023: nil).
Financial instruments
Details of the use of financial instruments by the Company and its subsidiary undertakings are contained in note 21
of the financial statements.
Directors
The Directors who served during the period and up to the date hereof were as follows: -
Date of Appointment
Roy Tucker
5 April 2005
Brian Moritz
3 October 2016
Andrew Prelea
1 March 2018
Nick Hatch
9 May 2018
Paul Fletcher
6 November 2019
Nigel Wyatt
23 August 2021
Andrew Hall
6 December 2021 (died 27 November 2023)
Directors’ interests
The interests in the shares of the Company of the Directors who served during the period were as follows:
30 April 2024
30 April 2023
New Ordinary
Shares*
New Ordinary
Shares*
Andrew Hall
19,258
19,258
Nigel Wyatt
-
-
Paul Fletcher
117,580
117,580
Nick Hatch
-
-
Brian Moritz
41,667
41,667
Andrew Prelea
5,177,525
5,177,525
Roy Tucker
490,960
490,960
Total
5,846,990
5,846,990
*Restates the ordinary share holdings at 30 April 2024 as new ordinary shares
issued under the Company's Capital Reorganisation approved on 29 February
2024.
Page 21 of 67
Share Appreciation Rights Scheme
The following Directors have been granted rights under the Company’s Share Appreciation Rights Scheme:
In issue at
Grant
date
Awarded
during period
Exercised /
lapsed during
period
In issue at
Vesting period
30 April
2023*
30 April
2024
Start
Finish
Paul
29,167
24-Nov-20
(29,167)
0
24-Nov-20
23-Nov-23
Fletcher
29,167
24-Nov-20
(29,167)
0
31-Mar-21
31-Mar-24
1,791,667
24-Apr-23
1,791,667
01-May-23
31-Dec-25
1,791,667
24-Apr-23
1,791,667
01-May-23
31-Dec-25
Nick
8,333
24-Nov-20
(8,333)
0
24-Nov-20
23-Nov-23
Hatch
8,333
24-Nov-20
(8,333)
0
31-Mar-21
31-Mar-24
Andrew
2,500,000
24-Apr-23
2,500,000
01-May-23
31-Dec-25
Prelea
2,500,000
24-Apr-23
2,500,000
01-May-23
31-Dec-25
Roy
18,750
24-Nov-20
(18,750)
0
24-Nov-20
23-Nov-23
Tucker
18,750
24-Nov-20
(18,750)
0
31-Mar-21
31-Mar-24
1,166,667
24-Apr-23
1,166,667
01-May-23
31-Dec-25
1,166,667
24-Apr-23
1,166,667
01-May-23
31-Dec-25
Andrew
16,667
24-Nov-20
(16,667)
0
24-Nov-20
23-Nov-23
Hall
16,667
24-Nov-20
(16,667)
0
31-Mar-21
31-Mar-24
1,708,333
24-Apr-23
1,708,333
01-May-23
31-Dec-25
1,708,333
24-Apr-23
1,708,333
01-May-23
31-Dec-25
14,479,168
-
(145,834)
14,333,334
*Previous year balances have been restated to reflect the Company’s Company Reorganisation approved on 29
February 2024.
**See note 23 for further details of the SARS.
Page 22 of 67
Directors’ remuneration
Apr-24
Apr-23
Salary/Fees
Other
Total
Salary/Fees
Other
Total
$’000
$’000
$’000
$’000
$’000
$’000
Nigel Wyatt
28
-
28
27
-
27
Paul Fletcher
182
7
189
176
1
177
Nick Hatch
28
-
28
27
-
27
Craig Harvey
-
-
-
192
-
192
Brian Moritz
29
-
29
28
-
28
Andrew Prelea
258
-
258
258
-
258
Roy Tucker
87
-
87
83
-
83
Andrew Hall
98
6
104
162
14
176
Total
710
13
723
953
15
968
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 2024 a total of US$1,338,666 was owed to Directors (Brian Moritz – US$141,317, Nick Hatch –
US$130,571, Roy Tucker US$370,708, Nigel Wyatt – US$73,994, Paul Fletcher US$381,791, Andrew Prelea
US$223,394, and Andrew Hall – US$16,891). As at 30 April 2023 a total of US$1,052,484 was owed to the Directors
(Brain Moritz - US$116,763, Nick Hatch - US$104,666, Roy Tucker - US$282,318, Nigel Wyatt - US$46,721, Paul
Fletcher - US$245,231, Andrew Prelea - US$106,280, Craig Harvey - US$138,920, and Andrew Hall - US$11,585).
Future developments
The Company’s plans for future developments are more fully set down in the Strategic Report, on pages 7 to 19.
Research and development
A drill campaign at the Baita Plai Polymetallic Mine (“BPPM”) commenced in 2023 has yielded promising results and
supported the August 2024 approval of a five-year extension of the Head Licence held by Baita SA and under which
Vast Baita Plai SA (“VBPSA”) has the rights to mine polymetallics at BPPM. The Company is to continue the drilling
campaign at BPPM with the objective of establishing an enlarged JORC compliant Mineral Resource potentially
upgrading the existing Mineral Resource with the inclusion of a JORC compliant Exploration Target of 11.65 to 12.65
million tonnes.
The Company performed extraction techniques on samples from the Blueberry project that achieved gold recoveries
in excess of 85%, exceeding the anticipated 44% yield submitted to the Romanian authorities for the approval of the
exploitation licence.
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.
Streamlined Energy and Carbon Reporting (SECR) regulations
The Company did not consume more than 40,000kWh of energy in the UK in the reporting period and is therefore
exempt from reporting under these regulations.
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
Page 23 of 67
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 more fully disclosed in Note 28.
By order of the Board
Ben Harber
Secretary
30 October 2024
Page 24 of 67
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 UK-adopted International Accounting
Standards 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.
Page 25 of 67
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 2024, which comprise:
•
the Group statement of comprehensive income for the year ended 30 April 2024;
•
the Group and Parent Company statements of changes in equity for the year ended 30 April 2024
•
the Group and Parent Company statements of financial position as at 30 April 2024;
•
the Group and Parent Company statements of cash flows for the year then ended; and
•
the notes to the financial statements, including a summary of material accounting policies.
The financial reporting framework that has been applied in the preparation of the financial statements is applicable
law and UK-adopted International Accounting Standards.
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 2024
and of the Group’s loss for the period then ended;
•
have been properly prepared in accordance with UK-adopted International Accounting Standards; and
•
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 and the Parent Company 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 as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is 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 35 in the financial
statements, which indicates the Group will require funding for general working capital and to repay the debts owed to
Mercuria Energy Trading SA (Mercuria) and A&T Investments Sarl (“Alpha”). Whilst the Group continues progress
with the realisation of the proceeds associated with a historic claim, there is ongoing discussion with investor and debt
providers for alternative funding arrangements, but 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 Group’s and Parent Company’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 Parent Company’s ability to continue to adopt the going concern basis of accounting included the following:
•
We obtained managements going concern assessment, assessed the appropriateness of the approach and
tested the mathematical accuracy of the model;
•
We assessed the accuracy of management’s past forecasting for the previous financial years by comparing
management’s forecasts to actual results for those years and have considered the impact on the working
capital forecast;
•
We assessed and challenged the key assumptions into the model including metal prices, operating
expenditure and production volumes and agreeing to forecast data;
•
We reviewed management’s assessment regarding the material uncertainty disclosed in the basis of
preparation and going concern assessment and considered the impact the quantum and timing of these
cashflow, together with actions in the events that key financing events are delayed or do not occur;
•
We assessed the position of the voluntary reorganisation procedures in place over the Romanian
subsidiaries;
•
We discussed with management the quantum and timing of the future fund raises, we also obtained
appropriate supporting evidence regarding progress of fundraising activities or arrangements; and
•
We assessed the adequacy of the disclosures made in the financial statements.
Page 26 of 67
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material if it could
reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept
of materiality to both focus our testing and to evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the Group financial statements as a whole
to be $238,000 (2023: $220,000), based on approximately 1% of the Group’s assets. Materiality for the Parent
Company financial statements as a whole was set at $125,000 (2023: $130,000), based on approximately 3% (2023:
5%) of the Company’s normalised loss before tax.
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. This is set at $166,000 (2023: $154,000) for the Group and $87,500 (2023: $91,000) for the Parent
Company.
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 and Compliance Committee to report to it all identified errors in excess of $7,000 (2023:
$6,600). 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 component auditors, 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
Page 27 of 67
Carrying value of property, plant
and equipment
At 30 April 2024 the group had property,
plant and equipment of $17.3million (2023:
$17.8million). The group incurred a loss
from operations of $14.7 million (2023:
$10.5 million) and therefore there could be
evidence that these assets are impaired,
as detailed in note 10 to the financial
statements As noted, there is a further risk
that failure to obtain sufficient funding to
support operations in Romania, or if there
is a negative outcome in the voluntary
reorganisation procedures, this could
result in a significant impairment to the
carrying value of these assets.
We obtained management’s impairment assessment of assets,
assessed the existence and the design effectiveness of control
of
the
approval
of
the
capitalised
expenditure
and
management’s assessment, and reviewed the impairment
model and discussed the key inputs into the model with
management. We performed audit procedures, including
applying challenge regarding the reasonableness on the inputs
into the model as follows:
•
the forecast cash flows within the assessment period;
•
the expected margin and prevailing commodity prices:
•
the discount rate applied to the forecast; and
•
benchmarked the underlying key input assumption to
the market information.
We tested the accuracy of management’s forecasting through a
comparison of budget to actual data and historical variance
trends to ensure the forecast consistently applied in the going
concern assessment.
We considered and assessed the managements’ sensitivity
analysis whether a reasonably possible change to a key input
would result in an impairment charge. We also considered the
disclosure made in the financial statements relating to
impairments are appropriate, particularly in respect of the wider
business plan, the level of required funding to realise the value
of the property, plant and equipment and the matters relating to
the voluntary reorganisations.
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 2024
was $23.3million (2023: $23.3million)
as well as intercompany receivables of
$38.1million (2023: $33.9million). 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, or a
negative outcome in the voluntary
reorganisation
procedures,
would
likely result in an impairment to the
carrying value of the investments in
loans to subsidiaries.
We obtained and assessed the existence and the design
effectiveness of control of the management’s assessment of the
impairment of investment in subsidiaries and the intercompany
receivables. We considered the following matters:
•
Management’s assessment as to whether any
indication of impairment existed. This includes
considering the existence of any indication of
discontinued activities, management’s future plans for
the business, and the market capitalisation of the
Group.
•
We reviewed management’s impairment model and
discussed the key inputs into the model with
management. This includes applying challenge
regarding the reasonableness on the key inputs
assumption 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
•
We assessed the adequacy of the associated
disclosure in the financial statements.
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
Page 28 of 67
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.
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:
Page 29 of 67
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
30 October 2024
Page 30 of 67
Group statement of comprehensive income
for the year ended 30 April 2024
30 Apr 2024
30 Apr 2023
12 Months
12 Months
Group
Group
Note
$’000
$’000
Revenue
2,026
3,720
Cost of sales
(7,575)
(8,402)
Gross loss
(5,549)
(4,682)
Overhead expenses
(6,454)
(3,454)
Depreciation of property, plant and equipment
2
(633)
(706)
Share option and warrant expense
2, 23
(329)
(274)
Exchange gain / (loss)
2
(1,329)
1,411
Other administrative and overhead expenses
(4,163)
(3,885)
Fair value movement in available for sale investments
-
-
Loss from operations
(12,003)
(8,136)
Finance income
4
1
-
Finance expense
4
(2,650)
(2,370)
Loss before taxation from continuing operations
(14,652)
(10,506)
Taxation charge
5
-
-
Total (loss) taxation for the period
(14,652)
(10,506)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Exchange gain /(loss) on translation of foreign operations
1,055
(1,197)
Total comprehensive expense for the period
(13,597)
(11,703)
(Loss) per share - basic and diluted - amount in cents ($)
8
(2.15)
(3.38)
The accompanying accounting policies and notes on pages 35 to 66 form an integral part of these financial
statements.
Page 31 of 67
Group statement of changes in equity
for the year ended 30 April 2024
Share capital
Share premium
Share option
reserve
Foreign currency
translation reserve
Retained
deficit
Total
$’000
$’000
$’000
$’000
$’000
$’000
At 30 April 2022
41,458
94,707
2,574
(376)
(136,234)
2,129
Total comprehensive loss for the period
-
-
-
(1,197)
(10,506)
(11,703)
Share option and warrant charges
-
-
274
-
-
274
Share options and warrants lapsed
-
-
(2,193)
-
2,193
-
Share warrants issued to lenders
-
-
277
-
-
277
Shares issued:
- for cash consideration
2,285
7,531
-
-
9,816
- to settle liabilities
630
1,120
-
-
-
1,750
At 30 April 2023
44,373
103,358
932
(1,573)
(144,547)
2,543
Total comprehensive loss for the period
-
-
-
1,055
(14,652)
(13,597)
Share option and warrant charges
-
-
329
-
-
329
Share options and warrants lapsed
-
-
(178)
-
178
-
Shares issued:
- for cash consideration
3,308
1,919
-
-
5,227
At 30 April 2024
47,681
105,277
1,083
(518)
(159,021)
(5,498)
The accompanying accounting policies and notes on pages 35 to 66 form an integral part of these financial statements.
Page 32 of 67
Company statement of changes in equity
for the year ended 30 April 2024
Share capital
Share premium
Share option
reserve
Foreign currency
translation reserve
Retained
deficit
Total
$’000
$’000
$’000
$’000
$’000
$’000
At 30 April 2022
41,458
94,707
2,574
(4,954)
(90,260)
43,525
Total comprehensive loss for the period
-
-
-
-
(2,689)
(2,689)
Share option and warrant charges
-
-
274
-
-
274
Share options and warrants lapsed
-
-
(2,193)
-
2,193
-
Share warrants issued to lenders
-
-
277
-
-
277
Shares issued:
- for cash consideration
2,285
7,531
-
-
-
9,816
- to settle liabilities
630
1,120
-
-
-
1,750
At 30 April 2023
44,373
103,358
932
(4,954)
(90,756)
52,953
Total comprehensive loss for the period
-
-
-
-
(5,596)
(5,596)
Share option and warrant charges
-
-
329
-
-
329
Share options and warrants lapsed
-
-
(178)
-
178
-
Shares issued:
- for cash consideration
3,308
1,919
-
-
-
5,227
At 30 April 2024
47,681
105,277
1,083
(4,954)
(96,174)
52,913
The accompanying accounting policies and notes on pages 35 to 66 form an integral part of these financial statements
Page 33 of 67
Group and Company statements of financial position
As at 30 April 2024
30 Apr 2024
30 Apr 2023
30 Apr 2024
30 Apr 2023
Group
Group
Company
Company
$’000
$’000
$’000
$’000
Assets
Note
Non-current assets
Property, plant and equipment
10
17,274
17,840
2
3
Available for sale investments
16
891
891
891
891
Investment in subsidiaries
11
-
-
23,302
23,302
Investment in associates
12
417
417
417
417
Loans to group companies
13
-
36,581
33,920
18,582
19,148
61,193
58,533
Current assets
Inventory
14
823
973
-
-
Receivables
15
2,426
2,936
634
1,024
Cash and cash equivalents
25
530
21
460
Total current assets
3,274
4,439
655
1,484
Total Assets
21,856
23,587
61,848
60,017
Equity and Liabilities
Capital and reserves attributable to equity
holders of the Parent
Share capital
22
47,681
44,373
47,681
44,373
Share premium
22
105,277
103,358
105,277
103,358
Share option reserve
1,083
932
1,083
932
Foreign currency translation reserve
(518)
(1,573)
(4,954)
(4,954)
Retained deficit
(159,021)
(144,547)
(96,174)
(90,756)
Total equity
(5,498)
2,543
52,913
52,953
Non-current liabilities
Provisions
19
1,151
1,165
-
-
Trade and other payables
20
9,951
1,933
-
-
11,102
3,098
-
-
Current liabilities
Loans and borrowings
17
10,411
9,169
6,479
5,605
Trade and other payables
18
5,841
8,777
2,456
1,459
Total current liabilities
16,252
17,946
8,935
7,064
Total liabilities
27,354
21,044
8,935
7,064
Total Equity and Liabilities
21,856
23,587
61,848
60,017
The accompanying accounting policies and notes on pages 35 to 66 form an integral part of these financial statements.
The parent Company reported a loss after taxation for the year of US$ 5.596 million (2023: US$ 2.689 million loss).
The financial statements on pages 30 to 66 were approved and authorised for issue by the Board of Directors on 30
October 2024 and were signed on its behalf by:
Paul Fletcher
Registered number 5414325
Director
30 October 2024
Page 34 of 67
Group and Company statements of cash flow
for the year ended 30 April 2024
30 Apr 2024
30 Apr 2023
30 Apr 2024
30 Apr 2023
Group
Group
Company
Company
$’000
$’000
$’000
$’000
CASH FLOW FROM OPERATING ACTIVITIES
Profit (loss) before taxation for the period
(14,652)
(10,506)
(5,596)
(2,689)
Adjustments for:
Depreciation
633
706
-
-
Profit on sale of property, plant and equipment
(1)
-
-
-
Impairment of intercompany loans
-
-
1,470
Share option expense
329
274
329
274
Finance expense (net)
2,649
2,370
2,187
1,597
Unrealised foreign currency exchange loss / (gain)
1,485
(1,661)
-
-
(9,557)
(8,817)
(1,610)
(818)
Changes in working capital:
Decrease (increase) in receivables
510
(101)
390
(376)
Decrease (increase) in inventories
150
(134)
-
-
Increase (decrease) in payables
4,926
2,656
1,000
(465)
5,586
2,421
1,390
(841)
Taxation paid
-
-
-
-
Cash used in operations
(3,971)
(6,396)
(220)
(1,659)
Investing activities:
Payments to acquire property, plant and equipment
(497)
(1,896)
(1)
-
Proceeds on disposal of property, plant and
equipment
2
25
-
-
(Increase) decrease in loans to group companies
-
-
(4,131)
(8,518)
Total cash used in investing activities
(495)
(1,871)
(4,132)
(8,518)
Financing Activities:
Proceeds from the issue of ordinary shares
5,227
9,816
5,226
9,816
Proceeds from loans and borrowings granted
-
4,500
-
4,500
Repayment of loans and borrowings
(1,266)
(5,622)
(1,313)
(3,765)
Total proceeds from financing activities
3,961
8,694
3,913
10,551
(Decrease)/increase in cash and cash equivalents
(505)
427
(439)
374
Cash and cash equivalents at beginning of period
530
103
460
86
Cash and cash equivalents at end of period
25
530
21
460
The accompanying notes and accounting policies on pages 35 to 66 form an integral part of these financial statements.
Page 35 of 67
Statement of accounting policies
for the year ended 30 April 2024
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, and has interests in two mineral mining projects
in Central Asia. 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 material 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 UK-adopted International Accounting Standards and 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 made a loss for the year of $14.65 million (2023: $10.51 million). The Group recorded net cash used in
operating activities of $3.97 million (2023: $6.40 million). At the reporting date the group held cash and cash
equivalents of $0.03 million (2023: $0.53 million) and had net current liabilities of $12.98 million (2023: $13.51 million).
Subsequent to the year end, the Company raised $2.54 million from the placing of new shares for mine operations,
capital expenditure and general working capital.
Over the next 12 months from the date of the approval of these financial statements, the Group will require funding in
order to repay the Mercuria and Alpha debt facilities, and to meet its ongoing working capital needs. The original
maturity date for these debt facilities was 15 May 2023 and this has been extended on several occasions. Subsequent
to the year end, these loans became due and the Company received notice from Alpha that it would commence
enforcement procedures of the security given to it by a third party, who is a shareholder of the Company. The
Company has been given confirmation by the third party that it is not his intention to take action against the Company
should Alpha commence enforcement action against him. No enforcement proceedings have been initiated to date
and the Company continues to discuss arrangements with both Alpha and Mercuria and plans to repay the debts from
the proceeds of the historic claim and/or from refinancing. Significant progress has been made regarding the
settlement of the historic claim following the approval of a settlement agreement by the Attorney General’s office and
its recommendation to the relevant government body to sign. The Company has also received assurances from its
previously announced refinancier of its commitment to provide restructuring finance. However, in view of the historical
delays in executing these sources of liquidity, the Group has commenced discussions with several strategic investors
to invest at the project level in both the Manaila Polymetallic Mine (“MPM”) and the Baita Plai Polymetalic Mine
(“BPPM”), and has also initiated other alternative measures. The expectation is that these measures will allow the
Group to repay debt and will also provide the necessary funding to restart MPM and fund the increase in capacity at
BPPM.
The Company has also implemented a number of measures to improve the short-term operational and financial
position of the Group. In June 2024, the Company decided to enter Vast Baita Plai SA (“VBPSA”), the operator of
BPPM, into a period of voluntary reorganisation to be effected by a Court judged process under the Insolvency Act in
Romania. This has allowed the operation to significantly reduce both the labour force and operational costs and to
improve working practices with the objective conserving the Group’s cash resources, improve project outcomes, and
provide a stable platform for phased growth. The voluntary reorganisation process is ongoing with a Court date set
for 14 November 2024, at which the Company’s Judicial Administrator will present the rejected creditors and argue
the merits for rejecting any creditors from the initial creditors table, as well as presenting the progress made since
entering reorganisation, and present the initial step plan for the reorganisation to be approved by the creditors in due
course, of which Vast Resources PLC will be the majority voting creditor. In September 2024, the Group has also
executed agreements with an ecological project to process and market products from a rock and tailing dumps at the
former Hanes gold mine in Romania. This is expected to bring near-term liquidity and to be a future source of earnings
for the Group. The Company’s expectation is the combination of these measures together with the initiatives described
earlier, will provide the necessary funding for settling the outstanding debt of the Group and to satisfy the working
capital needs of the Group.
Having regard to the risks outlined in the Strategic Report regarding the voluntary reorganisations of the Group’s
Romanian subsidiaries, and that there is neither a legally binding extension of the Mercuria and Alpha nor alternative
legally binding funding or investing arrangements at the date of this report, these conditions indicate the existence of
a material uncertainty which may cast significant doubt about the Group's and Company's ability to continue as a
going concern. The financial statements do not include the adjustment that would result if the Group and Company
were unable to continue as a going concern.
Page 36 of 67
Changes in Accounting Policies
At the date of authorisation of these financial statements, a number of Standards and Interpretations were in issue
and effective for the first time this financial year. 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 UK adopted International Accounting Standards
(UK IAS) 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:
Accounting estimates
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.
The Group uses discounted cash flow techniques (“DCF”) and, as relevant industry benchmarks, to assess whether
any impairment is necessary. Revenue projections used in DCF are based on production plans associated with the
Company’s estimate of economically recoverable mineral reserves and are modelled using prevailing commodity
market prices with an appropriate down stress applied. Production cost inputs used in DCF are referenced to
observable inputs in accordance with the production plan and are applied conservatively. The Group applies a pre-
tax discount rate of 15% in its DCF modelling, reflecting its assessment of the market cost of capital for such assets
under the Capital Asset Pricing Model (“CAPM”). The results of these assessments indicate that the fair value of the
Group’s mining assets is more than their carry value. There have been no fundamental changes in the quality and
condition of these assets versus the previous year. The Group also sensitised a reasonable possible movement in
key assumptions such as a reduction of forecast commodity prices by up to 15% and a higher discount rate up to
20%. Under these scenarios, there are no impairment indictors identified.
The mining assets are disclosed in note 10 to the financial statements.
b)
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.
Accounting judgements
c)
Going concern and the Company’s Inter-company loan recoverability
The Company follows the guidance of IAS 36 in determining whether its inter-company loans are impaired. The
recoverability of inter-company loans advanced by the Company to subsidiaries depends also on the subsidiaries
realising their cash flow projections, which is linked to the future cashflows expected to be generated from certain
underlying assets of the Company’s subsidiaries which are predominantly the mining assets within the property, plant
and equipment assets. The going concern considerations are highlighted above. The results of these assessments
indicate that the recoverable amount of these mining assets are more than the carrying value of the Company’s loans
to its subsidiaries, other than amount of US$ 1.470 million in respect of the Company’s intercompany loan to its
Zimbabwe subsidiary for which an impairment reserve has been recorded.
d)
Reorganisation of Romanian operations
On 10 June 2024, the Company announced that Vast Baita Plai SA, the Company’s wholly owned Romanian
subsidiary that holds the Baita Plai association licence, had entered into a voluntary reorganisation to be effected by
a Court judged process under the Insolvency Act in Romania. Although the reorganisation is under a judicial court
process, it is of a voluntary nature under which administrators are appointed by the Company, and a voluntary
reorganisation plan to be approved in due course by the creditors, of which Vast Resources PLC will be the majority
voting creditor. Vast Baita Plai SA, and with it the Baita Plai mine, continue to be controlled by and operated by the
Company through Andrew Prelea as Special Administrator, appointed under that judicial process. This reorganisation
has made it possible to reduce the labour force, to redraw labour contracts and work practices, and at the same time
obtain up to four years repayment terms for its accrued debts and eliminate nuisance claims. The process is ongoing
Page 37 of 67
with a Court date set for 14 November 2024, at which the Company’s Judicial Administrator will present the rejected
creditors and argue the merits for rejecting any creditors from the initial creditors table, as well as presenting the
progress made since entering reorganisation, and present the initial step plan for the reorganisation. The going
concern considerations are highlighted above.
Sinarom Mining Group Srl, the Company’s wholly owned Romanian subsidiary holding the Manaila licence recently
completed a similar voluntary reorganisation plan which was approved by the Romanian courts and under which the
Romanian subsidiaries and their respective operations continue to be controlled by the Company. The Company
follows the guidance of IFRS 10 Consolidated Financial Statements in determining control over its subsidiaries.
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.
However, in some cases the validity of amounts claimed can be disputed by the tax authorities (see note 15).
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.
The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as if they
formed a single entity. Inter-company transactions and balances between Group companies are therefore eliminated
in full.
The consolidated financial statements incorporate the results of business combinations using the acquisition method.
In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially
recognised at their fair values at the acquisition date. The results of acquired operations are included in the
consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated
from the date on which control ceases.
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
Financial assets held for trading are measured at fair value through the profit and loss account as their value will be
recovered through sale.
Cash and cash equivalents
These amounts comprise cash on hand and balances with banks. Cash equivalents are short term, highly liquid
accounts that are readily converted to known amounts of cash. They include short-term bank deposits with maturities
of three months or less.
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
Page 38 of 67
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.
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 2024
$1.2495: £1 and
$1: RON 4.6361
and $1: ZiG 13.43
•
30 April 2023
$1.2568: £1 and
$1: RON 4.4915
and $1: ZWL 1,047.44
•
30 April 2022
$1.2572: £1 and
$1: RON 4.6774 and $1: ZWL 159.35
On 5 April 2024 the Zimbabwe Dollar (ZWL) was replaced with the ZiG which is backed by foreign currencies and
precious metals. The devaluation of the ZWL has had an immaterial impact on the balance sheet and profit and loss
for the year ended 30 April 2024 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 and associates
The Company’s investment in its subsidiaries and associates is recorded at cost less any impairment.
Associates
Where the Group has the power to participate in (but not control) the financial and operating policy decisions of
another entity, it is classified as an associate. Associates are initially recognised in the consolidated statement of
financial position at cost. Subsequently associates are accounted for using the equity method, where the Group's
share of post-acquisition profits and losses and other comprehensive income is recognised in the consolidated
statement of profit and loss and other comprehensive income (except for losses in excess of the Group's investment
in the associate unless there is an obligation to make good those losses).
Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of
unrelated investors' interests in the associate. The investor's share in the associate's profits and losses resulting from
these transactions is eliminated against the carrying value of the associate. Any premium paid for an associate above
the fair value of the Group's share of the identifiable assets, liabilities and contingent liabilities acquired is recognised
Page 39 of 67
as goodwill and included in the carrying amount of the associate. Where there is objective evidence that the
investment in an associate has been impaired the carrying amount of the investment is tested for impairment in the
same way as other non-financial assets.
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. Revenue for services is recognised as those
services are performed under contractual obligations with the customer.
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. The sale of concentrate,
along with the associated costs, is recognised at the point of time that the goods are delivered to the customer.
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.
Cost of sales
Cost of sales 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.
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 an
appropriate discount 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.
Page 40 of 67
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.
Remuneration shares
Where remuneration shares are issued to settle liabilities to employees and consultants, any difference between the
fair value of the shares on the date of issue and the carrying amount of the liability is charged to profit or loss.
Stripping costs
Costs incurred in stripping the overburden to gain access to mineral ore deposits are accounted for as follows:
Stripping costs incurred during the development phase of the mine (before production begins) are capitalised as part
of the depreciable cost of building, developing and constructing the mine. Capitalised costs are amortised using the
units of production method, once production begins.
Stripping costs incurred during the production phase of the mine which give rise to the production of usable inventory
are accounted for in accordance with the principles contained in the Group’s policy on Inventories. Stripping costs
incurred in the production phase of the mine which result in improved access to ore are capitalized and recognized
as additions to non-current assets provided that it is probable that the future economic benefit from improved access
to the ore body associated with the stripping activity will flow to the Company, that it is possible to identify the
component of the ore body to which access has been improved and that the costs relating to the stripping activity
associated with that component of the ore body can be measured reliably.
Tax
The major components of income tax on the profit or loss include current and deferred tax.
Current tax
Current tax is based on the profit or loss adjusted for items that are non-assessable or disallowed and is calculated
using tax rates that have been enacted or substantively enacted by the reporting date.
Tax is charged or credited to the statement of comprehensive income, except when the tax relates to items credited
or charged directly to equity, in which case the tax is also dealt with in equity.
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, at the time
of the transaction affects neither accounting or taxable profit and at the time of the transaction does not give
rise to equal taxable and deductible temporary differences; 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
A number of new standards and amendments to standards and interpretations have been issued but are not yet
effective.
At the date of authorisation of these financial statements, the Directors have reviewed the standards in issue by the
UK Endorsement Board (“UKEB”), which are effective for annual accounting periods ending on or after the stated
effective date. In their view, none of these standards would have a material impact on the consolidated financial
statements.
Page 41 of 67
Notes to financial statements
for the year ended 30 April 2024
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 and Central Asia
(primarily Romania and Tajikistan focusing on polymetallic opportunities). The group combines its Tajikistan and
Romanian operations into one geographical segment, Europe and Central Asia, as these operations are managed
together as a single geography utilising common resources and leveraging commercial and strategic synergies.
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.
Revenue comprises of the sale of concentrates of $1.913million (2023: $2.66million) and services rendered of
$0.113million (2023: $1.06million). The Group derives revenue from two customers (2023: two), with one exceeding
10% of total revenues.
Mining, exploration, and
development
Admin and
corporate
Total
Europe &
Central Asia
Africa
$’000
$’000
$’000
$’000
Year to 30 April 2024
Revenue
2,026
-
-
2,026
Production costs
(7,575)
-
-
(7,575)
Gross profit (loss)
(5,549)
-
-
(5,549)
Depreciation
(633)
-
-
(633)
Share option and warrant expense
-
-
(329)
(329)
Exchange (loss) gain
(1,231)
-
(98)
(1,329)
Other administrative and overhead expenses
(2,549)
-
(1,614)
(4,163)
Finance income
1
-
-
1
Finance expense
(463)
-
(2,187)
(2,650)
Taxation (charge)
-
-
-
-
Profit (loss) for the year
(10,424)
-
(4,228)
(14,652)
30 April 2024
Total assets
21,109
-
747
21,856
Total non-current assets
18,213
-
369
18,582
Additions to non-current assets
460
-
37
497
Total current assets
2,896
-
378
3,274
Total liabilities
18,332
-
9,022
27,354
Page 42 of 67
Mining, exploration, and
development
Admin and
corporate
Total
Europe &
Central Asia
Africa
$’000
$’000
$’000
$’000
Year to 30 April 2023
Revenue
3,720
-
-
3,720
Production costs
(8,402)
-
-
(8,402)
Gross profit (loss)
(4,682)
-
-
(4,682)
Depreciation
(704)
-
(2)
(706)
Share option and warrant expense
-
-
(274)
(274)
Exchange (loss) gain
1,098
-
313
1,411
Other administrative and overhead expenses
(2,170)
-
(1,715)
(3,885)
Finance income
-
-
-
-
Finance expense
(775)
-
(1,595)
(2,370)
Taxation (charge)
-
-
-
-
Profit (loss) for the year
(7,233)
-
(3,273)
(10,506)
30 April 2023
Total assets
22,290
-
1,297
23,587
Total non-current assets
17,916
-
1,232
19,148
Additions to non-current assets
1,595
-
301
1,896
Total current assets
4,374
-
65
4,439
Total liabilities
13,937
-
7,107
21,044
Page 43 of 67
2
Group loss from operations
2024
2023
Group
Group
$’000
$’000
Operating loss is stated after charging/ (crediting):
Auditors' remuneration (note 3)
85
67
Depreciation
633
706
Employee pension costs
380
353
Share option expense
329
274
Foreign exchange (gain) / loss
1,329
(1,411)
Loss (gain) on disposal of property, plant and equipment
(1)
-
3
Auditor’s remuneration
2024
2023
Group
Group
$’000
$’000
Fees payable to the Company's auditor for the audit of the Company and
consolidated financial statement
85
67
85
67
4
Finance income and expense
Finance income
2024
2023
Group
Group
$’000
$’000
Interest received on bank deposits
1
-
1
-
Finance expense
2024
2023
Group
Group
$’000
$’000
Finance expense on secured borrowings
2,433
1,572
Finance expense on unsecured borrowings
75
430
Finance charges on long term taxes payable
142
368
2,650
2,370
5
Taxation
Page 44 of 67
2024
2023
Group
Group
$’000
$’000
Income tax on profits
-
-
Deferred tax charge
-
-
Tax charge (credit)
-
-
2024
2023
Group
Group
$’000
$’000
The tax assessed for the year is lower than the standard rate of corporation
tax in the UK. The differences are explained as follows:
Loss before taxation
(14,652)
(10,506)
Loss before taxation at the standard rate of corporation tax in the UK of 19%
(2023: 19%)
2,784
1,996
Difference in tax rates in foreign jurisdictions
(313)
(240)
Expenses not allowed for tax
124
53
Short term timing differences
22
7
Loss carried forward
(2,326)
(1,696)
Income tax charge on profits
-
-
There was no taxation charge during the year (2023: US$ nil).
Deferred tax assets are only recognised in the Group where the company concerned has probable future profits
against which the deferred tax asset may be recovered.
Tax losses
2024
2023
2024
2023
Group
Group
Company
Company
$’000
$’000
$’000
$’000
Accumulated tax losses
91,922
84,463
46,857
43,061
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.
In Romania, tax losses incurred before 31 December 2023 can be carried forward for a maximum of 7 years. For tax
losses incurred from 1 January 2024, the carried forward period is limited to 5 years.
6
Employees
2024
2023
Group
Group
Page 45 of 67
$’000
$’000
Staff costs (including directors) consist of:
Wages and salaries – management
1,131
1,350
Wages and salaries – other
5,620
6,095
6,751
7,445
Consultancy fees
42
20
Social Security costs
21
28
Healthcare costs
14
18
Pension costs
380
353
7,208
7,864
The average number of employees (including directors) during the year was as
follows:
Management
13
14
Other operations
310
336
323
350
7
Directors’ remuneration
2024
2023
Group
Group
$’000
$’000
Directors’ emoluments
710
953
Company contributions to pension schemes
7
12
Healthcare costs
6
3
Directors and key management remuneration
723
968
The Directors are considered to be the key management of the Group and Company. The highest paid Director
received an amount of $258,030 (2023: $257,628), including deferred remuneration.
Four of the Directors at the end of the period have share options receivable under long term incentive schemes.
8
Earnings per share
30 Apr 2024
30 Apr 2023
Group
Group
Profit and loss per ordinary share have been calculated using the weighted average
number of ordinary shares in issue during the relevant financial year.
The weighted average number of ordinary shares in issue for the period is:
681,239,092
310,486,050
Profit / (loss) for the period: ($’000)
(14,652)
(10,506)
Profit / (Loss) per share basic and diluted (cents)
(2.15)
(3.38)
The effect of all potentially dilutive share options is anti-dilutive.
Page 46 of 67
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.
Page 47 of 67
10
Property, plant, and equipment
Group
Plant and
machinery
$’000
Fixtures, fittings
and equipment
$’000
Computer
assets
$’000
Motor
vehicles
$’000
Buildings
and
Improvements
$’000
Mining
assets
$’000
Capital Work
in progress
$’000
Total
$’000
Cost at 1 May 2022
3,443
72
160
763
3,146
12,070
2,983
22,637
Additions during the period
10
-
-
-
-
177
1,709
1,896
Reclassification
443
-
-
303
-
691
(1,437)
-
Disposals during the year
(5)
-
-
(37)
-
-
-
(42)
Foreign exchange movements
134
3
4
40
102
367
79
729
Cost at 30 April 2023
4,025
75
164
1,069
3,248
13,305
3,334
25,220
Additions during the year
7
-
-
-
-
-
490
497
Reclassification
19
-
-
18
-
500
(537)
-
Disposals during the year
(1)
(1)
-
-
-
-
-
(2)
Foreign exchange movements
(119)
(6)
(4)
6
(80)
(301)
(149)
(653)
Cost at 30 April 2024
3,931
68
160
1,093
3,168
13,504
3,138
25,062
Depreciation at 1 May 2022
2,838
65
107
190
1,037
1,584
604
6,425
Charge for the year
262
8
10
61
86
279
-
706
Disposals during the year
(1)
-
-
(16)
-
-
-
(17)
Reclassification
-
(4)
4
-
-
-
-
-
Foreign exchange movements
120
2
4
19
59
62
-
266
Depreciation at 30 April 2023
3,219
71
125
254
1,182
1,925
604
7,380
Charge for the year
149
4
6
103
190
181
-
633
Disposals during the year
(1)
-
-
-
-
-
-
(1)
Reclassification
-
(4)
4
-
-
604
(604)
-
Foreign exchange movements
(94)
(5)
(4)
(25)
(48)
(48)
-
(224)
Depreciation at 30 April 2024
3,273
66
131
332
1,324
2,662
-
7,788
Net book value at 1 May 2022
605
7
53
573
2,109
10,486
2,379
16,212
Net book value at 30 April 2023
806
4
39
815
2,066
11,380
2,730
17,840
Net book value at 30 April 2024
658
2
29
761
1,844
10,842
3,138
17,274
The carrying value of property, plant, and equipment does not include the adjustment that would result if the Group were unable to obtain further funding and if the voluntary
reorganisations in the Group’s Romanian subsidiaries were not successfully executed as explained under the basis of preparation and going concern assessment on page 35.
Page 48 of 67
10
Property, plant, and equipment (cont.)
Company
Plant and
machinery
Fixtures, fittings
and equipment
Computer
assets
Total
$’000
$’000
$’000
$’000
Cost at 30 April 2022
30
5
28
63
Additions during the period
-
-
-
-
Disposals during the period
-
-
-
-
Cost at 30 April 2023
30
5
28
63
Additions during the year
-
-
-
-
Disposals during the year
-
-
-
-
Cost at 30 April 2024
30
5
28
63
Depreciation at 30 April 2022
30
5
25
60
Charge for the period
-
-
-
-
Disposals during the period
-
-
-
-
Depreciation at 30 April 2023
30
5
25
60
Charge for the year
-
-
1
1
Disposals during the year
-
-
-
-
Depreciation at 30 April 2024
30
5
26
61
Net book value at 30 April 2023
-
-
3
3
Net book value at 30 April 2024
-
-
2
2
Page 49 of 67
11
Investments in subsidiaries
2024
2023
Company
Company
$’000
$’000
Cost at the beginning of the year
23,302
23,302
Additions during the year
-
-
Cost at the end of the year the year
23,302
23,302
The principal subsidiaries of Vast Resources plc, all of which are included in these consolidated Annual Financial
Statements, are as follows:
The table above shows the principal subsidiaries of the Company. A full list of all group subsidiaries is given in Note 29,
at the end of this report.
12
Investment in associates
Investment in associates comprises the acquisition cost of an effective interest of 24.5% in Central Asia Minerals and
Metals Ore Trading FZCO (“CAMM”) which is held through the Company’s associate Central Asia Investments Ltd
(CAI) in which the Company holds an interest of 49%.
13
Loans to group companies
Loans to Group companies are repayable on demand. The treatment of this balance as non-current reflects the
Company’s expectation of the timing of receipt. Recoverability of these balances is linked to the future cashflows
expected to be generated from certain underlying assets of the Company’s subsidiaries which are predominantly the
mining assets. The recoverable amount of these underlying assets is determined based on an assessment of the
economically recoverable mineral reserves, the ability of the subsidiaries to complete the development of the reserves
and future profitable production or proceeds from the disposition of the recoverable reserves. Based on this review,
an impairment of US$ 1.470 million was recorded in respect of loans made to the Company’s Zimbabwe subsidiary.
For the remaining loans, the carrying value of these underlying assets was not impaired and there were no indications
the remaining subsidiaries would be unable to repay any borrowing obligations. Accordingly, no impairment was
recognised for these other amounts.
Company
Country of
registration
Class
Proportion held by
group
Nature of business
2023
2022
Vast Baita Plai SA (formerly
African Consolidated Resources
SRL)
Romania
Ordinary
100%
100%
Mining exploration and
development
Sinarom Mining Group SRL
Romania
Ordinary
100%
100%
Mining exploration and
development
Vast Resources Romania Ltd
United
Kingdom
Ordinary
100%
100%
Holding company
Vast Resources Zimbabwe
(Private) Limited
Zimbabwe
Ordinary
100%
100%
Mining exploration and
development
Page 50 of 67
14
Inventory
Apr 2024
Apr 2023
Apr 2024
Apr 2023
Group
Group
Company
Company
$’000
$’000
$’000
$’000
Minerals held for sale
277
402
-
-
Production stockpiles
6
6
-
-
Consumable stores
540
565
-
-
823
973
-
-
During the year, US$7.575 million (2023: US$8.402 million) inventories relating to revenue were recognised as costs
in the income statement.
15
Receivables
Apr 2024
Apr 2023
Apr 2024
Apr 2023
Group
Group
Company
Company
$’000
$’000
$’000
$’000
Trade receivables
267
215
-
-
Other receivables
1,253
1,624
269
653
Short term loans
343
335
278
269
Prepayments
116
125
68
71
VAT
447
637
19
31
2,426
2,936
634
1,024
Of which:
Of which: not impaired as at 30
April 2024 and past due in the
following periods:
Carrying
amount before
deducting any
impairment
loss
Related
Impairment
loss
Net
carrying
amount
Neither
impaired
nor past
due on 30
April 2024
Not
more
than
three
months
More than
three
months and
not
more than
six months
More
than
six
months
Trade receivables
267
-
267
267
-
-
-
Other receivables
1,253
-
1,253
1,253
-
-
-
1,520
-
1,520
1,520
-
-
-
Page 51 of 67
At the reporting date, included within VAT receivable is an amount in respect of VAT owed to Vast Baita Plai SA
(formerly African Consolidated Resources SRL) of US$ 436,622 (RON 2,024,222). 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 Courts ruled in favour of
the Company and the tax authorities have appealed against the decision. On 17 October 2024, the court rejected the
appeal by the tax authorities.
16
Available for sale investments
In the year to 30 April 2020, the Company 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 2026 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.
17
Loans and borrowings
Apr 2024
Apr 2023
Apr 2024
Apr 2023
Group
Group
Company
Company
$’000
$’000
$’000
$’000
Non-current
Secured borrowings
9,497
8,213
5,574
4,666
Unsecured borrowings
683
728
683
728
less amounts payable in less than 12 months
(10,180)
(8,941)
(6,257)
(5,394)
-
-
-
-
Current
Secured borrowings
-
-
-
-
Unsecured borrowings
231
227
222
210
Bank overdrafts
-
1
-
1
Current portion of long term borrowings - secured
9,497
8,213
5,574
4,666
- unsecured
683
728
683
728
10,411
9,169
6,479
5,605
Total loans and borrowings
10,411
9,169
6,479
5,605
Current secured borrowings consist of:
•
US$3,922,939 (2023: US$3,546,600) 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 floating rate
interest during the period of 12.9%. The repayment of the loan is to be made from surplus cashflows generated
from BPPM.
•
US$5,573,699 (2023: US$4,665,643) secured finance from A&T Investments Sarl (‘Alpha’). The loan has a 12-
month term and a fixed rate of interest of 20%. The loan and interest were originally due for repayment on 15
Page 52 of 67
May 2023 and has been extended several times concluding with a revised repayment plan which was to begin
on 7 May 2024. Given the delays in refinancing, the Company has not repaid any amounts to its lenders after the
year end. The Company continues to discuss arrangements with both Alpha and Mercuria and has commenced
alternative measures for settling the outstanding debts. Alpha has been granted first lien security over a real
estate asset in Bucharest, Romania, in order to provide security. An existing shareholder of the Company has
been granted a first ranking security over the Baita Plai Polymetallic Mine (‘BBPM’) in return for allowing this
asset to be used as collateral.
Current unsecured borrowing consists of:
•
US$9,359 (2023: US$17,781) loans owed to the former non-controlling interests in Vast Baita Plai SA. These
include amounts owed to the following director: Andrew Prelea. 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$904,395 (2023: US$937,995) of third-party loans comprising a loan from M Semere of US$221,755 bearing
an interest rate of 6%, a third-party loan of US$625,000 bearing an interest rate of 10%. There is no expectation
that the outstanding loans will be called in the short-term.
Reconciliation of liabilities arising from financing activities
Non-cash changes
2024 Group
01-May-
23
Cash -
flows
Amortised
finance
charges
Loans
repaid in
shares
Warrants
issued
Exchange
adjustments
30-Apr-24
$'000s
$'000s
$'000s
$'000s
$'000s
$'000s
$'000s
Long-term borrowings
-
-
Short-term borrowings
9,169
(1,266)
2,508
-
-
10,411
Total liabilities
from financing activities
9,169
(1,266)
2,508
-
-
-
10,411
Non-cash changes
2023 Group
01-May-
22
Cash -
flows
Amortised
finance
charges
Loans
repaid in
shares
Warrants
issued
Exchange
adjustments
30-Apr-23
$'000s
$'000s
$'000s
$'000s
$'000s
$'000s
$'000s
Long-term borrowings
-
-
Short-term borrowings
10,316
(1,122)
2,002
(1,750)
(277)
9,169
Total liabilities
from financing activities
10,316
(1,122)
2,002
(1,750)
(277)
-
9,169
Non-cash changes
2024 Company
01-
May-23
Cash -
flows
Amortised
finance
charges
Loans
repaid in
shares
Warrants
issued
Exchange
adjustments
30-Apr-24
$'000s
$'000s
$'000s
$'000s
$'000s
$'000s
$'000s
Long-term borrowings
-
-
-
Short-term borrowings
5,605
(1,313)
2,187
-
-
6,479
Total liabilities
from financing activities
5,605
(1,313)
2,187
-
-
-
6,479
Non-cash changes
Page 53 of 67
2023 Company
01-
May-22
Cash -
flows
Amortised
finance
charges
Loans
repaid in
shares
Warrants
issued
Exchange
adjustments
30-Apr-23
$'000s
$'000s
$'000s
$'000s
$'000s
$'000s
$'000s
Long-term borrowings
-
-
-
Short-term borrowings
5,300
735
1,597
(1,750)
(277)
5,605
Total liabilities
from financing activities
5,300
735
1,597
(1,750)
(277)
-
5,605
18
Trade and other payables
Apr 2024
Apr 2023
Apr 2024
Apr 2023
Group
Group
Company
Company
$’000
$’000
$’000
$’000
Trade payables
2,583
3,458
347
173
Other payables
3,068
1,872
2,062
1,232
Other taxes and social security taxes
90
3,346
3
12
Accrued expenses
100
101
44
42
5,841
8,777
2,456
1,459
Other payables comprise deferred director salaries, accrued salaries and other sundry creditors.
Total
$'000
30 days
60 days
90 days
120 days
121 days
or more
Trade payables
2,583
54
54
54
75
2,346
Other payables
3,068
416
323
264
-
2,065
Total
5,651
470
377
318
75
4,411
19
Provisions
Apr 2024
Apr 2023
Apr 2024
Apr 2023
Group
Group
Company
Company
$’000
$’000
$’000
$’000
Provision for rehabilitation of mining properties
- Provision brought forward from previous periods
1,165
1,145
-
-
- Liability recognised during period
5
3
-
-
- Effect of foreign exchange
(19)
17
-
1,151
1,165
-
-
As more fully set out in the Statement of Accounting Policies on page 39, 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.
Page 54 of 67
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 mine is located, which may involve more than the stipulated minimum
legal commitment.
When accounting for the provision the Group recognises a provision for the full cost to rehabilitate the mine and a
matching asset accounted for within the non-current mining asset.
20
Trade and other payables
Vast Baita Plai SA (‘VBP’) reached an agreement in principle with ANAF in December 2021 to defer the current payroll
tax liability over a five year period. The final repayment schedule was established on 20 May 2022. Subsequently, the
Company entered into discussions for a new and required restructuring plan in order to ensure the Company can
affordably repay the total amounts due to the tax authorities. On 10 June 2024, the Company announced that VBP
had entered into a voluntary reorganisation to be effected by a Court judged process under the Insolvency Act in
Romania. Under such a process, the amounts owed to ANAF totalling US$6.8 million, along with other amounts owed
to creditors can be repaid over a four-year period based on affordability.
In addition to the restructured taxes, the VBP has been able to restructure a total of US$ 2.6 million of trade and other
creditors in the same manner as the amounts owed to ANAF. The Company has also restructured, under the Sinarom
Mining Group (‘SMG’) reorganisation, a further US$0.486 million of tax which will be repaid over four years.
Apr-24
Apr-23
$000's
$000's
Amounts due between one and two years
2,894
455
Amounts due between two and three years
3,215
579
Amounts due between three and four years
3,842
725
Amounts due between four and five years
-
174
9,951
1,933
21
Financial instruments – risk management
Material accounting policies
Details of the significant accounting policies in respect of financial instruments are disclosed on page 37. The Group’s
financial instruments comprise available for sale investments, cash and items arising directly from its operations such
as trade and other receivables, trade payables and loans.
Financial risk management
The Board seeks to minimise its exposure to financial risk by reviewing and agreeing policies for managing each
financial risk and monitoring them on a regular basis. No formal policies have been put in place in order to hedge the
Group and Company’s activities to the exposure to currency risk or interest risk; however, the Board will consider this
periodically. No derivatives or hedges were entered into during the year.
The Group and Company is exposed through its operations to the following financial risks:
•
Credit risk
•
Market risk (includes cash flow interest rate risk and foreign currency risk)
•
Liquidity risk
The policy for each of the above risks is described in more detail below.
The principal financial instruments used by the Group, from which financial instruments risk arises are as follows:
•
Receivables
•
Cash and cash equivalents
•
Trade and other payables (excluding other taxes and social security) and loans
•
Available for sale investments
Page 55 of 67
The table below sets out the carrying value of all financial instruments by category.
2024
2023
2024
2023
Group
Group
Company
Company
$’000
$’000
$’000
$’000
Loans and receivables
Cash and cash equivalents
25
530
21
460
Receivables
2,426
2,936
634
1,024
Loans to Group Companies
-
-
36,581
33,920
Available for sale financial assets
Available for sale investments
891
891
891
891
Other liabilities
Trade and other payables (excl short term loans)
5,841
8,777
2,456
1,459
Trade and other payables (non-current)
9,951
1,933
-
-
Loans and borrowings
10,411
9,169
6,479
5,605
Credit risk
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. Receivables are presented net of allowances for doubtful
receivables.
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:
2024
2024
2023
2023
Carrying
value
Maximum
exposure
Carrying
value
Maximum
exposure
$’000
$’000
$’000
$’000
Cash and cash equivalents
25
25
530
530
Receivables
2,426
2,426
2,936
2,936
Available for sale investments
891
891
891
891
The Company’s maximum exposure to credit risk by category of financial instrument is shown in the table below:
2024
2024
2023
2023
Carrying
value
Maximum
exposure
Carrying
value
Maximum
exposure
$’000
$’000
$’000
$’000
Cash and cash equivalents
21
21
460
460
Receivables
634
634
1,024
1,024
Available for sale investments
891
891
891
891
Loans to Group Companies
36,581
36,581
33,920
33,920
Page 56 of 67
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.
At the reporting date, the Group had a cash balance of $0.025 million (2023: $0.530 million) which was made up as
follows:
2024
2023
Group
Group
$’000
$’000
Sterling
10
457
United States Dollar
10
3
Lei (Romania)
5
70
25
530
At the reporting date, the Company had a cash balance of $0.021 million (2023: $0.460 million) which was made up
as follows:
2024
2023
Company
Company
$’000
$’000
Sterling
10
457
United States Dollar
11
3
21
460
The Group had interest bearing debts at the current year end of US$10.402 million (2023: US$9.151 million). These
are made up as follows:
Interest rate
2024
Group
2023
Group
2024
Company
2023
Company
$'000
$'000
$'000
$'000
Secured short-term loans
10-20%
9,497
8,213
5,574
4,666
Unsecured loans
6-10%
905
938
905
939
10,402
9,151
6,479
5,605
Borrowings of US$3.93 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$39,229. 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 2024 and 30 April 2023, the currency exposure of the Group was as follows:
Page 57 of 67
Currency exposure - Group
Sterling
US Dollar
Euro
Other
Total
At 30 April 2024
$’000
$’000
$’000
$’000
$’000
Cash and cash equivalents
10
10
-
5
25
Trade and other receivables
60
718
45
1,603
2,426
Trade and other payables
(1,121)
(1,329)
(126)
(3,265)
(5,841)
Trade and other payables (non-
current)
-
-
-
(9,951)
(9,951)
Available for sale investments
-
891
-
-
891
At 30 April 2023
Cash and cash equivalents
457
3
-
70
530
Trade and other receivables
74
1,055
45
1,762
2,936
Trade and other payables
(802)
(690)
(42)
(7,243)
(8,777)
Trade and other payables (non-
current)
-
-
-
(1,933)
(1,933)
Available for sale investments
-
891
-
-
891
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 increasing post tax losses by $105,100 (2023: $27,100 increase). 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 decreasing post tax losses by $105,100 (2023: $27,100 decrease).
Other is predominantly represented by the Romanian Lei. This exposure arises in the Group’s Romanian subsidiaries
with the majority of the exposure being Lei denominated non-current liabilities. As the Romanian subsidiaries are Lei
functional currency, the effects of changes in the US dollar Lei exchange rate at the reporting date would not impact
post tax losses.
At 30 April 2024 and 30 April 2023, the currency exposure of the Company was as follows:
Currency exposure - Company
Sterling
US Dollar
Euro
Other
Total
At 30 April 2024
$’000
$’000
$’000
$’000
$’000
Cash and cash equivalents
10
11
-
-
21
Trade and other receivables
60
529
45
-
634
Loans to Group companies
-
36,581
-
-
36,581
Trade and other payables
(1,120)
(1,256)
(127)
47
(2,456)
Available for sale investments
-
891
-
-
891
At 30 April 2023
Cash and cash equivalents
457
3
-
-
460
Trade and other receivables
73
906
45
-
1,024
Loans to Group companies
-
33,920
-
-
33,920
Trade and other payables
(802)
(651)
(42)
36
(1,459)
Available for sale investments
-
891
-
-
891
Page 58 of 67
Liquidity risk
Any borrowing facilities are negotiated with approved financial institutions at acceptable interest rates. All assets and
liabilities are at fixed and floating interest rates. 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 11.
The Group’s total contractual future cashflows for loans and borrowings are shown in the table below:
2024
2024
2023
2023
Carrying value
Total Contractual
Future Cashflows
Carrying value
Total Contractual
Future Cashflows
Loans and borrowings
10,411
11,175
9,169
9,317
The Group’s estimated future interest charges are shown in the table below:
Apr 24
Apr 23
$000's
$000's
Estimated future interest charges for the Group within one year.
764
148
The Company’s contractual future cashflows for loans and borrowings are shown in the table below:
2024
2024
2023
2023
Carrying value
Total Contractual
Future Cashflows
Carrying value
Total Contractual
Future Cashflows
Loans and borrowings
6,479
6,991
5,605
5,756
The Company’s estimated future interest charges are shown in the table below:
Apr 24
Apr 23
$000's
$000's
Estimated future interest charges for the Company within one year.
512
134
Page 59 of 67
The maturity of the Group’s and Company’s loans and borrowings are shown below:
Interest rate
2024
Group
2023
Group
2024
Company
2023
Company
$'000
$'000
$'000
$'000
Secured long-term loans
-
-
Unsecured long-term loans
Secured short-term loans
10-20%
9,497
8,213
5,574
4,666
Unsecured loans
0-10%
914
956
905
939
10,411
9,169
6,479
5,605
These loans are repayable as
follows:
-Within 1 year
10,411
9,169
6,479
5,605
-Between 1 and 2 years
-
-
-
-
-In more than 2 years
-
-
-
-
As set out in Note 18 of the consolidated trade and other payables balance of US$5.651 million, US$0.847 million is
due for payment within 60 days of the reporting date. The maturity profile of interest-bearing debts is highlighted
above. The secured short-term loans with Alpha and Mercuria have been extended several times concluding with a
revised repayment plan which would begin on 7 May 2024. Given the delays in refinancing, the Company has not
repaid any amounts to its lenders after the year end. The Company continues to discuss arrangements with both
Alpha and Mercuria and has commenced alternative measures for settling the outstanding debts.
Capital
The objective of the Directors is to maximise shareholder returns and minimise risks by keeping a reasonable balance
between debt and equity. While the Company has negative equity at the end of the year, the Company anticipates
that this position will be significantly improved with the settlement of the historical claim and the other measures that
have commenced after the year-end.
Debt equity ratio
The Group’s debt to equity ratio is -188.9% (2021: 339.7%), calculated as follows:
Apr 2024
Apr 2023
$000’s
$'000
Loans and borrowings
10,411
9,169
Less: cash and cash equivalents
(25)
(530)
Net debt
10,386
8,639
Total equity
(5,498)
2,543
Debt to capital ratio (%)
-188.9%
339.7%
22
Share capital
Ordinary 0.1p
Deferred 0.9p
TOTAL
No of shares
Nominal
value
No of shares
Nominal
value
Share
Capital
Share
premium
As at 30 April 2022
490,347,861
649
3,206,616,509
40,809
41,458
94,707
Issued during the period *
2,437,296,281
2,915
-
-
2,915
8,651
As at 30 April 2023
2,927,644,142
3,564
3,206,616,509
40,809
44,373
103,358
Issued during the year *
2,644,000,000
3,308
-
-
3,308
1,919
Page 60 of 67
Capital Reorganization
-4,643,036,785
(5,726)
515,892,976
5,726
As at 30 April 2024
928,607,357
1,146
3,722,509,485
46,535
47,681
105,277
* Details of the shares issued during the year are as shown in the table below and in the Statement of Changes of
Equity on pages 31-32.
There were no shares reserved for issue under share options at 30 April 2024 (2023: nil).
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. On 29 February 2024 the Company
approved a capital reorganisation under which the number of existing ordinary shares in issue were reduced by a
factor of six. In order to do this every 54 Existing Ordinary Shares of £0.001 (0.1p) were converted into 9 New Ordinary
Shares of £0.001 (0.1p) each and 5 New Deferred Share of £0.009 (0.9p). The effect of this latter capital
reorganisation is highlighted in the above table.
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 28 on page 64 for details of share issues after the reporting date.
Date of issue
2024
No of shares
Issue price
(p)
Purpose of issue
13-Jul-23
58,500,000
0.350
Placing with investors
25-Jul-23
427,500,000
0.350
Placing with investors
12-Oct-23
154,500,000
0.195
Placing with investors
21-Oct-23
778,500,000
0.195
Placing with investors
30-Jan-24
445,000,000
0.103
Placing with investors
06-Feb-24
780,000,000
0.103
Placing with investors
01-Mar-24
(2,203,333,333)
CAPITAL REORGANIZATION
440,666,667
Date of issue
2023
No of shares
Issue price (p)
Purpose of issue
03-May-22
29,648,978
0.40
Settle debt
06-May-22
89,255,224
0.27
Settle debt
18-May-22
151,260,080
0.27
Settle debt
31-May-22
241,799,020
0.27
Settle debt
15-Jun-22
214,285,715
0.70
Placing with investors
15-Jun-22
249,046,446
0.70
Subscription by investors
29-Sep-22
164,000,000
0.40
Placing with investors
31-Oct-22
652,000,000
0.225
Placing with investors
10-Feb-23
15,000,000
0.55
Subscription by management
10-Feb-23
54,545,454
0.55
Placing with investors
20-Feb-23
363,636,364
0.55
Placing with investors
18-Apr-23
67,000,000
0.46
Placing with investors
26-Apr-23
145,819,000
0.46
Placing with investors
01-Mar-2024
(2,031,080,234)
CAPITAL REORGANISATION
Page 61 of 67
406,216,047
23
Share based payments
Equity – settled share-based payments
The Company has granted share options and warrants to Directors, staff and consultants.
In June 2015, the Company also established a Share Appreciation Scheme to incentivise Directors and senior
executives. The basis of the Scheme is to grant a fixed number of 'share appreciation rights' (SARs) to participants.
Each SAR is credited rights to receive at the discretion of the Company ordinary shares in the Company or cash to a
value of the difference in the value of a share at the date of exercise of rights and the value at date of grant. The
SARS are subject to various performance conditions.
The tables below reconcile the opening and closing number of SARs in issue at each reporting date:
Exercise
price
In issue at 30
April 2023
Issued
during year*
Lapsed
during year
Exercised
during year
In issue at 30
April 2024
Final
exercise
date
Options
7.26p
18,333,333
18,333,333
Dec-25**
118.8p
116,667
(116,667)
-
Nov-23
118.8p
116,667
(116,667)
-
Mar-24
18,566,666
-
(233,333)
-
18,333,333
* Prior years SARS awards have been restated to reflect the share capital reorganisation effected on 29 February
2024
** 10,000,000 SARS awards were granted last year subject to GM approval which was obtained during the current year
Exercise
price
In issue at
Issued
during year*
Lapsed
during year
Exercised
during year
In issue at 30
April 2023
Final
exercise
date
30 April 2022
Options
7.26p
10,000,000
10,000,000
Dec-25*
7.26p
8,333,333
8,333,333
Dec-25
118.8p
1,666,667
(1,666,667)
-
Dec-25**
118.8p
116,667
116,667
Nov-23
118.8p
116,667
116,667
Mar-24
150p
86,667
(86,667)
-
Nov-22
150p
103,333
(103,333)
-
Mar-23
270p
8,333
(8,333)
-
Dec-22***
300p
78,333
(78,333)
-
Mar-23
2,176,667
18,333,333
(1,943,333)
-
18,566,667
*10,000,000 SARs exercisable subject to shareholder authority at GM
**Vests upon one day VWAP share price reaching not less than 20p for a continuous period of 20 consecutive business days
where the first of such days falls on or before 31 December 2022
***Extended from 30 June 2020 to 31 December 2022
**** Prior years SARS awards have been restated to reflect the share capital reorganisation effected on 29
February 2024
The tables below reconcile the opening and closing number of share option and warrants in issue at each reporting
date:
Page 62 of 67
Exercise
price
In issue at 30
April 2023
Issued
during year
Lapsed
during year
Exercised
during year
In issue at 30
April 2024
Final
exercise
date
8.64p
7,527,853
-
-
-
7,527,853
May-25**
3.15p
26,666,667
-
-
-
26,666,667
Dec-25
34,194,520
-
-
-
34,194,520
variable
3,858,333
-
-
-
3,858,333
See Note
38,052,853
-
-
-
38,052,853
*Prior years warrants issued have been restated to reflect the share capital reorganisation effected on 29 February
2024
**Extended from May-24 to May-25
Exercise
price
In issue at 30
April 2022
Issued
during year
Lapsed
during year
Exercised
during year
In issue at 30
April 2023
Final
exercise
date
8.64p**
-
7,527,853
-
-
7,527,853
May-24***
3.15p**
26,666,667
-
-
-
26,666,667
Dec-25
156p**
862,675
-
(862,675)
-
-
Jan-23
27,529,342
7,527,853
(862,675)
-
34,194,520
variable
3,858,333
-
-
-
3,858,333
See Note
31,387,675
7,527,853
(862,675)
-
38,052,853
*Prior years warrants issued have been restated to reflect the share capital reorganisation effected on 5 May 2021
**Prior years warrants issued have been restated to reflect the share capital reorganisation effected on 29 February
2024
***Extended from May 2023 to May 2024
Note: These warrants are only exercisable in the event of a default in repayment of the Mercuria loan.
2024
2023*
Weighted
average
exercise price
(pence)
Number
Weighted
average
exercise price
(pence)
Number
Outstanding at the beginning of the year
5.89
42,761,186
16.82
29,706,008
Granted during the year
7.26
10,000,000
7.66
25,861,186
Lapsed during the year
118.80
(233,333)
137.86
(2,806,008)
Outstanding at the end of the
year
5.65
52,527,853
5.89
52,761,186
Exercisable at the end of the
year
5.65
52,527,853
5.89
42,761,186
*Prior year numbers reorganised to reflect 29 February 2024 Capital Reorganization.
The weighted average remaining lives of the SARs, share options or warrants outstanding at the end of the period is
15 months (2023: 28 months). Of the 52,527,853 SARs, options and warrants outstanding at 30 April 2024
(2023: 52,761,186), 52,527,853 (2023: 42,761,186) are fully vested in the holders and are exercisable at that date.
Fair value of share options
Page 63 of 67
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 £(p)
Vesting
periods
Share price
at date of
grant £(p)
Volatility
Life (years)
Dividend
yield
Risk
free
interest
rate
Fair
value
£(p)
Apr-23
7.26
Dec-25
3.69
150%
2.67
nil
4.18%
2.60
May-22
8.64
May-25
7.20
123%
1.00
nil
0.94%
3.00
Apr-22
3.15
Oct 25
3.15
105%
1.00
nil
0.69%
0.590
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
$328,863 (2023: $274,052).
Warrant and Share option expense
Apr 2024
Apr 2023
Group
Group
$’000
$’000
Warrant and share option expense:
- In respect of remuneration contracts
329
274
- In respect of financing arrangements
-
-
Total expense / (credit)
329
274
24
Reserves
Details of the nature and purpose of each reserve within owners’ equity are provided below:
•
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 38, 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.
25
Related party transactions
Company and group
Directors and key management emoluments, included deferred salary balances owed to the Directors, are disclosed
in notes 6 and 7.
Page 64 of 67
Group
At the reporting date, there was an amount owing by Vast Baita Plai SA to Ozone Homes SRL (Ozone) of US$3,617
(2023: US$3,734) 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$20,078 excluding VAT (2023: US$21,722).
During the year, the Company provided services of US$0.130 million to CAMM (2022: US$1.064 million), its 24.5%
associate company, who provides these services on a back-to-back basis to Takob, a third party. These amounts
have been recognised in revenues.
26
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 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
2024. 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.
27
Contingent assets
As mentioned in the Strategic Report, the company has an historic claim in its operations. No asset has been recorded
in respect of the claim.
28
Events after the reporting date
Ordinary Shares issued and warrants exercised post reporting date
£
$
Shares issued
Issued to
1,966,000
2,535,362
1,630,000,000
Placing with investors
1,966,000
2,535,362
1,630,000,000
In June 2024, the Company decided to enter Vast Baita Plai SA (“VBPSA”), the operator of BPPM, into a period of
voluntary reorganisation to be effected by a Court judged process under the Insolvency Act in Romania. This was
executed in response to operational pressures caused by the Unions and certain BPPM employee demands and
practices which were adversely impacting mine performance. The reorganisation does not affect the ownership or
running of the mine and has been executed in the best interests of the Company and its shareholders. The Group
continues to control these operations.
In August 2024, the Company’s 100% subsidiary Vast Baita Plia SA (“VBPSA”) successfully extended the Head
Licence held by Baita SA and under which VBPSA has the rights to mine polymetallics at BPPM for a further five
years by way of Government Decision 6/2024 on 9 August 2024. In obtaining this approval, drilling results from the
Company’s drill campaign commenced in 2023 were submitted.
In September 2024, the Company executed agreements with an ecological project to process and market products
from clean-up operations at the former Hanes Gold Mine located in the Alba region of Romania.
29
Group subsidiaries
Page 65 of 67
A full list of all subsidiary companies and their registered offices is given below:
Subsidiaries
Company
Country of
registration
Group
Interest
Nature of business
2024
2023
Sinarom Mining Group SRL
Romania
100%
100%
Mining production
Vast Baita Plai SA*
Romania
100%
100%
Mining development
AP Mining Group Ltd
UK
100%
100%
Dormant
Vast Resources Enterprises Limited
UK
100%
100%
Mining investment
Vast Resources Nominees Limited **
UK
100%
100%
Nominee company
Vast Resources Romania Limited
UK
100%
100%
Mining investment
Accufin Investments (Private) Limited
Zimbabwe
100%
100%
Dormant
Aeromags (Private) Limited
Zimbabwe
100%
100%
Dormant
Cadex Investments (Private) Limited
Zimbabwe
100%
100%
Claim holding
Campstar Mining (Private) Limited
Zimbabwe
100%
100%
Dormant
Chaperon Manufacturing (Private) Limited
Zimbabwe
100%
100%
Dormant
Charmed Technical Mining (Private) Limited
Zimbabwe
100%
100%
Dormant
Chianty Mining Services (Private) Limited
Zimbabwe
100%
100%
Dormant
Conneire Mining (Private) Limited
Zimbabwe
100%
100%
Claim holding
Corampian Technical Mining (Private) Limited
Zimbabwe
100%
100%
Dormant
Dashaloo Investments (Private) Limited
Zimbabwe
100%
100%
Claim holding
Deep Burg Mining Services (Private) Limited
Zimbabwe
100%
100%
Dormant
Deft Mining Services (Private) Limited
Zimbabwe
100%
100%
Dormant
Exchequer Mining Services (Private) Limited
Zimbabwe
100%
100%
Claim holding
Febrim Investments (Private) Limited
Zimbabwe
100%
100%
Dormant
Heavystuff Investment Company (Private) Limited
Zimbabwe
100%
100%
Claim holding
Hemihelp Investments (Private) Limited
Zimbabwe
100%
100%
Dormant
Isiyala Mining (Private) Limited
Zimbabwe
100%
100%
Dormant
Katanga Mining (Private) Limited
Zimbabwe
100%
100%
Dormant
Kengen Trading (Private) Limited
Zimbabwe
100%
100%
Dormant
Kielty Investments (Private) Limited
Zimbabwe
100%
100%
Dormant
Lafton Investments (Private) Limited
Zimbabwe
100%
100%
Claim holding
Lomite Investments (Private) Limited
Zimbabwe
100%
100%
Claim holding
Lucciola Investment Services (Private) Limited
Zimbabwe
100%
100%
Dormant
Malaghan Investments (Private) Limited
Zimbabwe
100%
100%
Dormant
Methven Investment Company (Private) Limited
Zimbabwe
100%
100%
Dormant
Mimic Mining (Private) Limited
Zimbabwe
100%
100%
Dormant
Monteiro Investments (Private) Limited
Zimbabwe
100%
100%
Dormant
Mystical Mining (Private) Limited
Zimbabwe
100%
100%
Claim holding
Naxten Investments (Private) Limited
Zimbabwe
100%
100%
Asset holding
Nedziwe Mining (Private) Limited
Zimbabwe
100%
100%
Dormant
Notebridge Investments (Private) Limited
Zimbabwe
100%
100%
Dormant
Olebile Investments (Private) Limited
Zimbabwe
100%
100%
Claim holding
Perkinson Investments (Private) Limited
Zimbabwe
100%
100%
Claim holding
Pickstone-Peerless Mining (Private) Limited
Zimbabwe
100%
100%
Dormant
Possession Investment Services (Private) Limited
Zimbabwe
100%
100%
Claim holding
Prudent Mining (Private) Limited
Zimbabwe
100%
100%
Dormant
Rania Haulage (Private) Limited
Zimbabwe
100%
100%
Dormant
Regsite Mining Services (Private) Limited
Zimbabwe
100%
100%
Dormant
Page 66 of 67
Riberio Mining Services (Private) Limited
Zimbabwe
100%
100%
Dormant
Sackler Investments (Private) Limited
Zimbabwe
100%
100%
Claim holding
Schont Mining Services (Private) Limited
Zimbabwe
100%
100%
Claim holding
Swadini Miners (Private) Limited
Zimbabwe
100%
100%
Dormant
Tamahine Investments (Private) Limited
Zimbabwe
100%
100%
Dormant
The Salon Investments (Private) Limited
Zimbabwe
100%
100%
Dormant
Vast Resources Zimbabwe (Private) Limited
Zimbabwe
100%
100%
Mining investment
Vono Trading (Private) Limited
Zimbabwe
100%
100%
Dormant
Wynton Investment Company (Private) Limited
Zimbabwe
100%
100%
Dormant
Zimchew Investments (Private) Limited
Zimbabwe
100%
100%
Dormant
* Formerly African Consolidated Resources SRL
**Formerly ACR Nominees Ltd
Notes -
Addresses of Registered offices:
1
Sat Iacobeni,Str.Minelor Nr.20, Jud. Suceava, Romania
2
Str.9 Mai, Nr.20, Baia Mare, Jud.Maramures, 430274 Romania
3
Nettlestead Place, Nettlestead, Maidstone, Kent ME18 6HE, United Kingdom
4
121 Borrowdale Road, Gun Hill, Harare, Zimbabwe
5
6, John Plagis Avenue, Alexandra Park, Harare, Zimbabwe
Page 67 of 67
Company information
Directors
Brian Moritz
Richard Prelea
Paul Fletcher
Roy Tucker
Nicholas Hatch
Nigel Wyatt
Non-Executive Chairman
Chief Executive Officer
Finance Director
Non-Executive Director
Non-Executive Director
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
www.vastplc.com
Auditors
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
Cassini House
57 St James's Street,
London, SW1A 1LD
Axis Capital Markets Ltd
73, Watling Street
London
EC4M 9BJ
Registrars
Share Registrars Limited
27-28 Eastcastle Street
London, W1W 8DH
Registered number
5414325
Perivan.com
269734