Company Registration No. 10829496 (England and Wales)
ERRIS RESOURCES PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
ERRIS RESOURCES PLC
COMPANY INFORMATION
Directors
Mr J Martin
Mr O C Rifaat
Mr A du Plessis
Mr G Brown
Mr J D Taylor-Firth
Secretary
Mr O C Rifaat
Company number
10829496
Registered office
Independent Auditor
Business address
UK Brokers
29-31 Castle Street
High Wycombe
Bucks
HP13 6RU
United Kingdom
PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London
E14 4HD
United Kingdom
The Clubhouse
8 St James's Square
London
SW1Y 4JU
United Kingdom
Shard Capital Partners Ltd
20 Fenchurch Street
London
EC3M 3BY
United Kingdom
Turner Pope Investments (TPI) Ltd
36 Old Jewry
London
EC2R 8DD
United Kingdom
ERRIS RESOURCES PLC
COMPANY INFORMATION
Solicitors
Solicitors (Sweden)
Solicitors (Ireland)
Nominated Advisor
Registrar
Competent Person
Public Relations
DWF LLP
Bridgewater Place
Water Lane
Leeds
LS11 5DY
United Kingdom
Mannheimer Swartling Advokatbyrå
Carlsgatan 3
Box 4291
203 14 Malmӧ
Sweden
DWF Dublin
5 George's Dock
IFSC
Dublin 1
Ireland
Allenby Capital Ltd
5th Floor
5 St Helen's Place
London
EC3A 6AB
United Kingdom
Share Registrars Ltd
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR
United Kingdom
Addison Mining Services Ltd
64 Addison Road
Wanstead
London
E11 2RG
United Kingdom
St Brides Partners Ltd
51 Eastcheap
London
EC3M 1JP
United Kingdom
ERRIS RESOURCES PLC
CONTENTS
Chairman's statement
Strategic report
Directors' responsibilities statement
Directors' report
Corporate Governance Statement
Independent auditor's report
Group statement of comprehensive income
Group statement of financial position
Company statement of financial position
Group statement of changes in equity
Company statement of changes in equity
Group statement of cash flows
Company statement of cash flows
Page
1 - 3
4 - 13
14
15 - 17
18 - 23
24 - 28
29
30
31
32
33
34
35
Notes to the financial statements
36 - 62
ERRIS RESOURCES PLC
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2019
Chairman's Statement
The global backdrop for the resources industry was challenging in 2019, necessitating a cautious approach by Erris
Resources that saw us carefully husband our resources whilst actively seeking new opportunities. Accordingly, new
exploration ground was staked in Norway and, in December, the Company entered into a joint-venture and option
agreement relating to the Loch Tay Gold Project in Scotland. Our team continues to seek and evaluate new projects
that fit the Erris Resources model.
Ireland
Erris Resources holds five prospecting licences (“PLs”) at its 100% owned brownfield Lead-Zinc Abbeytown Project
in Ireland covering a total of 136km2, these have been held since 2013 and were successfully renewed in Q3 2019
for a further six years.
In January 2019, the Company reported the final results from an extensive underground drilling and sampling
programme. The underground work involving mapping, channel sampling and drilling resulted in a much better
understanding of the controls and distribution of mineralisation in the project area and confirmed that mineralisation
is continuous between the mine and the location of surface drilling south of the mine. The best intersection in surface
drilling was located furthest from the mine where hole ERAB005 intersected 15.63% Zn+Pb combined and 90.68 g/t
Ag over 4.1m. Mineralisation is open to the south. East-west orientated normal faults are now recognised as important
for controlling mineralisation and results have demonstrated that where these intersect north-northeast trending
structures is typically where the highest-grade mineralisation is developed. With these new observations, the
Company expanded tight-spaced soil sampling and identified new target areas extending the possible footprint of
mineralisation further south from the workings and the area drilled 300m south of the mine.
Close-spaced soil sampling confirmed the presence of strong anomalies over interpreted structures visible in the
airborne geophysics data close to the Ox Mountains Fault. Results for 527 closely spaced samples were released in
March 2019. One sample yielded 10.65ppm silver (Ag), 1,585 ppm lead (Pb) and 2,530ppm zinc (Zn) and represents
a priority drill target. A total of 470 samples including QAQC samples were also taken along seven lines at Skreen.
These and adjacent results confirm the importance of the Ox Mountains Fault as a first order control on mineralisation
in the district, which is also evident south of Abbeytown itself.
Also in March 2019, the Company reported results of a preliminary metallurgical study involving a bench flotation test
and bond mill test on material collected from the underground pillars and western workings, which indicated that
production of a good quality, saleable concentrate can be achieved based on a straightforward, standard flotation
process.
The results for all work to date at Abbeytown have been positive and a high level of success has been achieved with
drilling. Further drilling is required to outline the potential of new targets south of the mine and near the Ox Mountains
Fault. The Company has been seeking a partner to advance the Abbeytown project and will continue to do so in
2020. Difficult market conditions in the zinc sector has impacted interest in zinc projects but, as there are no immediate
expenditure commitments required for Abbeytown, the value of the project can be preserved until interest recovers.
Erris Resources was granted 18 PLs in Co. Galway in August 2018 covering an area of 673km2. During 2019, the
Company conducted data reviews, reprocessed the new free regional aeromagnetic and EM data released by the
Geological Survey and digitised historic soil and drill data for the project area. Preliminary prospecting and soil
sampling was carried out to confirm two of these higher priority historic soil anomalies.
While the results of the historic data review combined with new regional aeromagnetic data and soil results are very
encouraging, the targets are likely at depths of greater than 300-400m and drill testing such early stage targets would
be considered risky for Erris Resources in the current market. We have been marketing the project to major
companies and will continue to do so. Boliden, in joint venture with Minco Exploration, recently carried out a seismic
survey on adjacent contiguous PLs to the north which represents a major investment while a new major entrant into
Ireland, South32, recently signed an earn-in agreement for early stage zinc-lead exploration projects with Adventus
in the south of Ireland.
- 1 -
ERRIS RESOURCES PLC
CHAIRMAN'S STATEMENT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
Finland and Sweden / Centerra Gold Strategic Alliance
Erris Resources continued its strategic alliance with Centerra Gold ('Centerra') during 2019 with Centerra committing
to spend US$250,000 on generative exploration work for the year. In January 2019, the Company expanded into
Finland with applications for two reservation permits submitted. Erris Resources was granted the 99sq km Sakiatieva
reservation permit in the Central Lapland Greenstone belt, North Finland, in February 2019 and the 641.9sq km
Pirunkoukku reservation permit in Central Finland in April 2019. The priority project was Sakiatieva and work, fully
funded by Centerra, involved compilation of historic data, purchase and reprocessing of airborne magnetic and EM
data, a remote sensing and structural interpretation study, a drone magnetic survey, mapping, prospecting, a soil
survey and re-logging of historic drill core. Targets for gold exploration were identified, however, the footprint and
style of mineralisation suggested that the target would be too small for Centerra to justify further exploration on the
project. Prospecting was also carried out across the larger Pirunkoukku reservation permit but no targets that
warranted further exploration were identified. Post period end, Erris Resources has taken action to close down its
Finnish operations and surrender the reservation permits.
In Sweden, the Company currently has seven permits of which five make up the Brännberg Gold Project in the
Skellefte Mining District of North Sweden. The other permits are Enåsen and Storkullen in Central Sweden. The
combined area of the Brännberg project is now 3,469 Ha and the permits are 100% owned by Erris Resources. In
2018, Centerra funded drilling of 14 holes totalling 2,681.7m to test the down dip and along-strike continuations of
mineralisation intersected in historic drilling by Beowulf Mining. The project reverted to Erris Resources following the
termination of the earn-in by Centerra for the Brännberg Designated Project Area in December 2018. The project has
some significant intersections of gold mineralisation, which remain open at depth including hole BB004 with 17.2m
@ 1.93g/t Au and 0.26% Cu. Drilling to date has only tested approximately 900m along a single corridor within the
3,469Ha permit block with results confirming that there is a gold system at Brännberg that warrants further work. The
project is only 10.8km from the active Maurliden Mine (Boliden) and 6.2km from a closed mine (Mensträsk). Erris
Resources has decided to retain the project and seek investment from other parties.
Following four years of identifying and testing targets, Centerra announced in December 2019 that it had terminated
its strategic alliance with Erris Resources. During this time, the total expenditure on Centerra projects was
approximately US$3.4 million on which Erris Resources earned consultancy fees of 10% for managing the exploration
work. The work resulted in the discovery of several new mineralised zones in outcrop and some significant
intersections in drilling. However, drilling did not outline exploration targets meeting the minimum criteria for Centerra
to continue funding. In addition, Erris Resources and Centerra reviewed several third-party opportunities, however,
none were attractive to either party.
Erris Resources is grateful for the consulting and exploration partnership with Centerra over the past four years, which
from our experience is a typical duration for such joint ventures. While we are disappointed that it has ended, we will
continue to pursue this type of partnership with other mining partners having demonstrated our consulting expertise
in delivering cost-effective exploration.
Norway
Erris Resources applied for and was granted a number of exploration licences in Norway in 2019. Of these, the
Gautelis permits in northern Norway are the most prospective and were renewed in December 2019 following ground
truthing work which confirmed the gold mineralisation potential. At Gautelis, several mineralised occurrences are
known including intersections in carbonates of 3m grading 6.66g/t Au from 50-53m and 3m grading 3.3 g/t Au from
44-47m in hole 2-85. The upper 26m of hole 4-84 returned 26m grading 0.58 g/t Au suggesting potential for broad
zones of mineralisation in the carbonates.
Results from initial samples taken at the Mauken Project in Northern Norway were disappointing and therefore the
permit was surrendered in December 2019. Ongoing target evaluation identified another project, Varden, 45km north
of Gautelis where high-grade zinc was sampled historically and limited drilling encountered sporadic low grades of
zinc and gold mineralisation. Three styles of mineralisation are known in the area: bedding parallel Fe and Zn-Pb
sulphide mineralisation, shear-zone-hosted Cu-Au-As mineralisation, including remobilisation of Zn-Pb and quartz-
vein-hosted Cu-Au mineralisation. The style of mineralisation and setting has been compared to that at the Cobar ore
field in Australia by a well-respected geologist, Dave Coller who wrote a historic exploration report on the project in
2004. Post period end, in February 2020, three 10 km2 permits covering the Haugfjell and Varden Ridge prospects
were granted to Erris Resources. The data is currently being compiled and ground truthing visits will be warranted to
assess the true potential of the project.
- 2 -
ERRIS RESOURCES PLC
CHAIRMAN'S STATEMENT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
Scotland
On 10 December 2019, Erris Resources entered into a joint-venture and option agreement with GreenOre Gold plc
giving us the option to acquire 80% of the Loch Tay gold and associated base metals project (the Loch Tay Project”)
in Perthshire, Scotland subject to satisfactory conclusion of a due diligence review. We completed our due diligence
review on 15 January 2020 and now have four years from that date to define a minimum inferred resource of 250,000
oz gold in order to earn an 80% interest in the project.
The project area is highly prospective and lies within the Grampian Gold Belt, which hosts a number of gold deposits
including Curraghinalt in Northern Ireland and Cononish in Scotland, just 43 km away from the Loch Tay Project area,
where Scotgold is expected to commence production during 2020.
The team has already identified two priority target areas, Lead Trial and Glen Almond, based on the presence of
historic workings, mineralised outcrops and alluvial gold occurrences. The Company intends to commence
prospecting and mapping followed by soil sampling at the Lead Trial prospect as soon as the weather allows with the
aim of outlining future drill targets and identifying other gold targets within the license area.
Board and Corporate
With effect from 2 March 2020 the Company announced changes to its Board and Management Team to best
maximise financial and personnel resources. Jeremy Martin stepped down from his role as Chairman, but shall
remain a Non-Executive Director; I, Anton du Plessis, stepped down from my role as CEO to become Non-Executive
Chairman; and David Hall, who has been a consultant to the Company since it was admitted to trading on AIM in
2017, becomes the new CEO in a non-board capacity. Having entered into the Loch Tay Project option arrangement
and as the Company focuses on exploration activities to advance this and its other projects, it was felt that David’s
vast experience as an exploration geologist would be best served in the CEO position.
Financial Overview
The Company maintains a disciplined approach to expenditure and as such is well funded for the remainder of 2020
with a €1.4 million cash position as at 31 December 2019. In line with current market conditions, the Company has
been reducing its costs across all areas.
Outlook
We are fully aware that the share price performance of the Company since IPO has been challenging. Much of this
has been beyond the Company's control linked to macro events and a generally weak market for junior exploration
companies. However, with our strong cash position of around €1.2m at the end of March and team with a proven
track record of discovery and value creation, I am confident that the Company will deliver to shareholders.
Erris is also currently impacted, like all companies, by the Covid-19 pandemic and has taken all necessary steps to
protect the well-being of its staff, stakeholders and local communities. There has been no impact on Abbeytown, as
no new work was planned for the coming months. We do not yet know the impact on our projects in Sweden and
Norway, as field trips were only planned for the summer months and we do not yet know what restrictions will remain
in place. We have now suspended field work in Scotland, but were able to complete the submission of 121 rock
samples to the ALS Laboratories in Ireland and will update the market as soon as we have results.
I would like to thank our shareholders for their continued support, including industry major, Osisko Gold Royalties,
and I look forward to providing further updates on our progress.
Anton du Plessis
Non-Executive Chairman
- 3 -
ERRIS RESOURCES PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
The directors present the strategic report for year ended 31 December 2019.
1
Highlights – 12 months to 31 December 2019
In Ireland, in Q3 2019, the Group successfully extended its five prospecting licenses for a further six years to
2025 (subject to expenditure review in 2021 and 2023) having comfortably surpassed all expenditure
requirements over the last six years. In January 2019, Erris Resources announced the results of its
underground drilling campaign in Q4 2018, which demonstrated that mineralisation is continuous between the
mine and the location of surface drilling south of the mine. In March 2019, the Company completed its
preliminary metallurgical study that showed good quality lead and zinc concentrates can be produced using a
standard flotation process. All this work in 2019, combined with drilling in previous years, has been positive
and justifies further exploration of the Abbeytown Project and accordingly the Group is currently looking for a
partner to help it advance the project further.
In Scotland, Erris Resources entered into an option agreement to acquire 80% of the Loch Tay Project by
defining a 250,000 gold resource within the next four years. The 234 km2 project area is highly prospective
and lies within the Grampian Gold Belt, which hosts a number of gold deposits including Curraghinalt in
Northern Ireland and Cononish in Scotland, just 43 km away from the Loch Tay Project area, where Scotgold
is expected to commence production during 2020. The Company intends to commence aggressive
prospecting and mapping followed by soil sampling in 2020. The aim of the work will be to outline future drill
targets and identify other gold targets within the large licence area.
In Scandinavia, Erris Resources continued its strategic alliance with Centerra Gold Inc ("Centerra"), which
provided a further US$250,000 in generative funding to identify future exploration opportunities in Sweden
and Finland. In December 2019, Centerra decided to end this strategic alliance after almost four years of
productive work together. Over these four years, Centerra funded generative exploration on more than 30
exploration permits and drilling on three DPAs at Brannberg, Klippen and Karingberget. During this time, the
total expenditure on Centerra projects was approximately US$3.4 million on which Erris Resources earned
consultancy fees of 10% for managing this exploration work. All rights and information generated by this
exploration work remains the property of Erris Resources and the Company continues to look for a joint-
venture partner to further develop Brännberg. In Norway, the Company has also identified two highly
prospective projects at Gautelis and Varden and will continue to progress these in 2020.
2
Erris Resources – Strategic Review
2.1 Company Overview
Erris Resources is a mineral exploration and development company with 23 prospecting licences in Ireland,
seven exploration permits in Sweden, five permits in Norway and a Joint-Venture in Scotland. In Ireland, the
licences total 673 km2 at the Galway Project and 136 km2 at the Abbeytown Project. The Abbeytown Project
licences were renewed in Q3 2019 for a further six years and include the historic Abbeytown deposit, and are
focussed principally on economic zinc mineralisation, with ancillary lead, silver and copper potential. In
Sweden, the Company’s five main licenses which make up the Brännberg Gold Project cover a total area
under licence of 3,469Ha. All the Swedish permits are primarily focussed on gold. In Norway, Erris Resources
has two permits at Gautelis and three more at Haugfjell and Varden (Varden Project) covering an area of 49
km2. In Scotland, the joint venture project area covers 237 km2 in the Grampian gold belt. All the Swedish
and Norwegian permits are primarily focussed on gold, whilst the Scotland license also focusses on base
metals in addition to its primary focus on gold.
Erris Resources has been validated by major industry partners both at a project level and at the corporate
level. Osisko Gold Royalties Ltd (market capitalisation of approximately C$1.6 billion) has a 1 per cent royalty
on the Abbeytown Project and Erris Resources' Swedish licences and became a 18.91 per cent shareholder
at the IPO in 2017. At the project level, Centerra had a four year strategic alliance with Erris Resources, which
concluded at the end of 2019, but under which it spent more than US$3.4 million on exploration managed
directly by Erris Resources.
- 4 -
ERRIS RESOURCES PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
2.2 Company Strategy
Erris Resources' business model can best be defined as seeking to create shareholder value through the
process of discovering or advancing new mineral deposits. Well-managed exploration success finding
commercially viable deposits can create capital value even in a period of weak metal prices. The Directors
believe that Erris Resources’ business model maximises the chance of making commercial discoveries in an
efficient manner, as follows:
Technically-led team
The Directors and senior management team have significant exploration
experience, with a track record of deposit discovery from first principal through to
resource definition, advanced studies and mine development. In addition, the
team has experience of sourcing the funding required for mining projects via its
capital markets expertise and joint venture pedigree.
Low risk jurisdictions
The Erris Resources portfolio comprises mineral licences in areas with proven
metallogenic potential, an active mining industry, relatively low political risk, and
transparent permitting processes. The Company has a zinc-lead-silver-copper
project in Ireland and conducts gold exploration in Scotland, Norway and Sweden.
New targets in Europe and potentially further afield are currently being assessed
but will be progressed only if they meet most or all of the key criteria above.
Prospective Property
Portfolio
The current portfolio includes the Abbeytown Project, a 15 km trend of discrete
lead-zinc-silver prospects, barely explored since the 1980s, newly reinterpreted
after several years of fieldwork, systematic data integration and fresh geological
thinking. In Sweden, Erris Resources has a portfolio of gold and polymetallic
projects in northern Sweden focussed on the Brännberg project. In Norway, Erris
Resources has acquired five permits. In Scotland, Erris Resources has a joint
venture to earn into 80% of a highly prospective license area in the Grampian gold
belt. The Company continues to actively manage its license portfolio in
prospective jurisdictions and will update the market when any results from new
license areas demonstrate the potential for high priority drill targets.
Dynamic Work
Programme
Erris Resources conducted extensive mapping and prospecting at its projects
during 2019 and is now primarily focused on working up drill targets for its new
Scottish joint venture to commence in 2020.
2.3 Business Plan
The Board will continue to run the Group with a low-cost base in order to maximise the amount that is spent
on exploration and development as this is where value is best added. To this extent, the corporate office is
run on a streamlined basis by a core team, and specialists are employed in Ireland, Sweden and Scotland.
The Group historically financed its activities through capital raisings as a private company, the sale of royalties
and through its joint venture agreements with established industry players. Erris Resources’ public listing has
enabled the Group to target a wider pool of investors, especially with the approval of its EIS status received
from HMRC. The Group will continue to look for new licence areas, new assets and plans to fund these through
its historic mix of equity placings and strategic alliances.
- 5 -
ERRIS RESOURCES PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
2.4 Principal Risks and Uncertainties
Set out below are the principal risks and uncertainties facing the Group any of which could have a material
adverse effect on the Group’s business, financial condition, results of operations and prospects. For a full list
please refer to the Admission Document published in December 2017.
● Ongoing Capital requirements
If the Group is unable to raise capital when needed or on suitable terms, the Group could be forced to delay,
reduce or eliminate its exploration and development efforts. Furthermore, any additional equity fundraising in
the capital markets may be limited due to disruption or uncertainty in the markets or may be dilutive for
shareholders. Any debt-based funding, should it be obtainable, may bind the Group to restrictive covenants
and curb its operating activities and ability to pay potential future dividends even when profitable.
● Mining, Exploration and Development Risks.
There is no certainty that the expenditure to be made in the exploration and development of the Group’s
properties in which it has an interest will result in profitable commercial operations. Most exploration projects
do not result in the discovery of commercially mineable deposits. The successful exploration and development
of mineral properties is speculative and subject to a number of uncertainties and hazards, which even a
combination of careful evaluation, experience and knowledge may not eliminate.
● Risks associated with the Centerra JV Agreement
Centerra has elected to terminate its strategic alliance with the Group and not fund any further generative
exploration. While the Group retains 100 per cent ownership of all licenses and information generated during
the agreement, it may not have the necessary funds available or be able to generate the necessary funds to
further develop the licence areas.
● Risks associated with the GreenOre JV Agreement
There is no certainty that the Group will be able to prove up a 250,000 oz gold resource at the Loch Tay
Project in Scotland within the next four years and thereby acquire 80% of the project. In the event that this
resource number is not achieved, then the Company’s investment in that project would have no residual value.
● Risks associated with the expiration of Prospecting Licences in Ireland and other associated
approvals
The prospecting licences held were granted to Erris Resources over the course of 2013, for a period of six
years and were renewed in 2019 for a further six years. Each prospecting licence carries with it certain
conditions that must be fulfilled over the term of the licence in order to allow them to continue in force and/or
be renewed upon expiry. The licensor may revoke the licences at any time if there are reasonable grounds
for doing so, or if the licensee fails to comply with its various obligations under the terms of the licence
agreement.
● Risks associated with the expiration of or failure to obtain Exploration Permits in Sweden and
other associated approvals
The exploration permitting process in Sweden is straightforward and to date the Company has not had any
issues with renewing permits where exploration work has shown progress of the permits. Erris has renewed
permits previously after 3 years with minimal work although subsequent renewals after 6 years require
substantial works such as drilling or geophysical survey. There is no guarantee that a second renewal after
six years will be granted if significant works are not undertaken to show progress of a permit. There is no
fixed sum of exploration expenditure recommended for renewal and the definition of 'progress' is somewhat
subjective.
● Personnel retention and recruitment
The Group’s ability to compete in the competitive resource sector depends upon its ability to retain and attract
highly qualified management, geological, technical and industry experienced personnel. Such personnel are
expected to play an important role in the development and growth of the Group, in particular by maintaining
good business relationships with regulatory and governmental departments and essential partners,
contractors and suppliers.
- 6 -
ERRIS RESOURCES PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
● Environmental laws and regulations
The Group’s operations are subject to various state and foreign environmental laws concerning, among other
things, water discharges, air emissions, waste management, toxic use reduction and environmental clean-up.
Environmental laws and regulations continue to evolve, and it is likely the environmental laws and standards
that regulate the operations will continue to be increasingly stringent in the future. Any violation of, litigation
relating to or liabilities under these laws and regulations could have a material adverse effect on the Group.
● Potential Acquisitions
As part of its business strategy, the Group may make acquisitions of, or significant investments in,
complementary companies or prospects. Any such transactions will be accompanied by risks commonly
encountered in making such acquisitions including risks associated with operating in foreign jurisdictions.
● Market perception
Market perception of exploration and extraction companies may change in a way which could impact adversely
the value of investors’ holdings and the ability of the Company to raise further funds through the issue of
further Ordinary Shares or otherwise.
● Economic risk and world commodity price volatility
Commodity prices are subject to fluctuations. These fluctuations could adversely affect the Group’s operations
and financial condition once it commences production.
3
Operational review & outlook
3.1 Ireland
Erris holds five prospecting licences (“PLs”) at its 100% owned brownfield Lead-Zinc Abbeytown Project in
Ireland covering a total of 136 km2. The licences have been held since 2013 and were successfully renewed
in Q3 2019 following the end of the first six-year term. The licences have been renewed for a further six years.
Minimum expenditure commitments had been met on all five PLs. One PL north of Ballysadare Bay was not
renewed as it was not deemed prospective for shallow base metal mineralisation. The licences are reviewed
by the Exploration and Mining Division every two years to ensure compliance with minimum expenditure
commitments. The next expenditure commitment on the five PLs is €30,000 per PL for a total of €150,000 in
expenditure by late Q3 2021 prior to submission of a review report for each PL. The Company anticipates that
it will be able to meet these commitments with a small drill programme and further soil sampling.
In January 2019, the Company reported the final results from underground drilling and sampling which were
reported in the previous annual report. The underground work involving mapping, channel sampling and
drilling resulted in a much better understanding of the controls and distribution of mineralisation in the project
area and has confirmed that mineralisation is continuous between the mine and the location of surface drilling
south of the mine. The best intersection in surface drilling was located furthest from the mine where hole
ERAB005 intersected 15.63% Zn+Pb combined and 90.68 g/t Ag over 4.1m. Mineralisation is open to the
south. East-west orientated normal faults are now recognised as important for controlling mineralisation and
results have demonstrated that where these intersect north-northeast trending structures is typically where
the highest-grade mineralisation is developed. With these new observations, the Company expanded tight-
spaced soil sampling and has identified new target areas extending the possible footprint of mineralisation
further south from the workings and the area drilled 300m south of the mine.
Close-spaced soil sampling confirmed the presence of strong anomalies over interpreted structures visible in
the airborne geophysics data close to the Ox Mountains Fault. Results for 527 closely spaced samples were
released on the 26th March 2019. One sample yielded 10.65ppm silver (Ag), 1,585 ppm lead (Pb) and
2,530ppm zinc (Zn) and represents a priority drill target. A total of 470 samples including QAQC samples were
also taken along seven lines at Skreen to meet expenditure commitments. The sample spacing was 10m.
Some low order anomalies were detected, and a strong Pb-Zn-Ag anomaly was also detected on the Ox
Mountains Fault with a maximum of 500 ppm Pb, 1,145 ppm Zn and 0.72 g/t Ag in one sample. Adjacent
samples were highly anomalous. These results confirm the importance of the Ox Mountains Fault as a first
order control on mineralisation in the district, which is also evident south of Abbeytown itself.
- 7 -
ERRIS RESOURCES PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
Results of a preliminary metallurgical study involving a bench flotation test and bond mill test on material
collected from the underground pillars and western workings was reported on 13 March 2019.
Highlights of the study are as follows:
•
•
•
•
•
•
Study indicated that production of a good quality, saleable concentrate can be achieved
Flotation rougher test work indicated that good results could be achieved over a broad range of
primary grind sizes, even as coarse as 80% passing 212μm
Results demonstrated excellent recoveries including 96.2% lead and 95.8% zinc
High silver credits identified with 448ppm silver in the lead concentrate and 340ppm in the zinc
concentrate with no significant deleterious elements
The Bond Ball Mill Work Index was 8.76kWh/t, classifying the sample as being soft with respect to
grindability indicating that any potential development could enjoy favourable processing costs as it
would require relatively low primary milling power requirements
Straightforward standard flotation process can be utilised for the recovery of concentrates.
The results for all work to date at Abbeytown have been positive and a high level of success has been achieved
with drilling. Further drilling is required to outline the potential of new targets south of the mine and near the
Ox Mountains Fault. As there are no immediate expenditure commitments, the Company has been attempting
to attract a partner to advance the Abbeytown project. In the current zinc market, third party interest in such
projects has been weak. The Company will continue to market the project through 2020.
Erris Resources was granted 18 PLs in Co. Galway in August 2018 covering an area of 673 km2. These were
all open incentive licences meaning that the minimum expenditure to retain the PLs is only €2,500 per licence
for the first two years until August 2020. During 2019, the Company conducted data reviews, reprocessed the
new free regional aeromagnetic and EM data released by the Geological Survey and digitised historic soil and
drill data for the project area. The data review allowed Erris Resources to identify areas favourable for Irish-
type zinc-lead mineralisation. Several historic untested soil anomalies are associated with major structures
inferred from the new aeromagnetic and EM data. Preliminary prospecting and soil sampling was carried out
to confirm two of these higher priority historic soil anomalies. A soil sample line with a northwest-southeast
orientation, 1,135m long and with sample spacing of 10m for 102 samples located 2.7km northeast of Athenry
confirmed low order anomalism in base metals coincident with an inferred structural zone. Values of 35 ppm
Pb and 84 ppm Zn were returned over the structure and, although these are reasonably low values, they are
considerably higher than those further from the fault. The Athenry Fault is known to have been active during
deposition of the limestones with significant extension inferred from previous academic work and drilling by
the geological survey. The Athenry Fault is interpreted as the northwest edge of the Tynagh basin; the Tynagh
deposit which lies 27 km to the southeast and is now mined out contained approximately 9.2Mt @ 5.0% Zn,
6.0% Pb, 0.5% Cu and >1 oz/ton Ag. Shallow drilling in the area by the GSI intersected trace amounts of
copper mineralisation associated with carbonate veining and dissolution breccia suggesting the presence of
a mineralising system along the Athenry Fault Zone. A second sample line consisting of 78 samples with a
spacing of 10m located 4.4km northeast of Craughwell, in the south of the project area, confirmed zinc
anomalism directly over an inferred structure with a high of 252 ppm Zn. The adjacent samples were elevated
in lead and zinc compared to samples taken further from the structure. The results suggest that there is good
potential in this secondary target area for undiscovered mineralisation related to major extensional structures.
While the results of the historic data review combined with new regional aeromagnetic data and soil results
are very encouraging, the targets are likely at depths of greater than 300-400m and drill testing such early
stage targets would be considered risky for Erris in the current market. Erris has been marketing the project
to major companies and will continue to do so. Boliden in JV with Minco Exploration have recently carried out
a seismic survey on adjacent contiguous PLs to the north which represents a major investment while a new
major entrant into Ireland, South32, has recently signed an earn-in agreement for early stage zinc-lead
exploration projects with Adventus in the south of Ireland.
- 8 -
ERRIS RESOURCES PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
3.2 Sweden
In Sweden, the Company currently has seven permits of which five make up the Brännberg Gold Project in
the Skellefte Mining District of North Sweden. The other permits for gold are Enåsen and Storkullen in Central
Sweden. The Brännberg number 1 permit, with a reduced area, has been renewed with confirmation of the
renewal received post period end on 10 February 2020. The Brännberg number 2 permit was not renewed as
it did not cover any known mineralisation. The combined area of the Brännberg project is now 3,469 Ha. The
permits are 100% owned by Erris Resources. In 2018, Centerra funded drilling of 14 holes totalling 2,681.7m
to test the down dip and along-strike continuations of mineralisation intersected in historic drilling by Beowulf
Mining. The project reverted to Erris Resources following the termination of the earn-in by Centerra Gold for
the Brännberg Designated Project Area in December 2018. The project has some significant intersections of
gold mineralisation, which remain open at depth including hole BB004 with 17.2m @ 1.93g/t Au and 0.26%
Cu. Drilling to date has only tested approximately 900m along a single corridor within the 3,469Ha permit
block. Drill results confirm that there is a gold system at Brännberg that warrants further work. The project is
only 10.8km from the active Maurliden Mine (Boliden) and 6.2km from a closed mine (Mensträsk). Erris
Resources has decided to retain the project and seek investment from other parties.
Erris Resources was granted two exploration permits in Northern Sweden, Maunuvarra and Korpilovaara, on
the 1st March 2019. The permits were fully funded as part of the strategic alliance with Centerra. Prospecting
work carried out during the field season did not identify significant mineralisation or exploration targets within
the permits and they were subsequently relinquished to obtain the maximum refund prior to the first
anniversary. The Storklinten permit was allowed to expire without renewal in August 2019 as no significant
exploration targets were identified during earlier work funded by Centerra which included a ground magnetic
survey and an ionic leach soil geochemical survey consisting of 152 soil samples.
3.3 The Centerra Gold Strategic Alliance / Finland
Erris continued its strategic alliance with Centerra through 2019 with a focus on Finland. Centerra committed
to spend US$250,000 on generative exploration work in 2019. In January 2019, the Company expanded into
Finland with applications for two reservation permits submitted and the purchase of a local subsidiary
(Tulivouri Exploration Oy). Erris Resources was granted the Sakiatieva reservation permit (99sq km) in the
Central Lapland Greenstone belt (North Finland) in February 2019 and the Pirunkoukku reservation permit
(641.9sq km) in Central Finland in April 2019. The priority project was Sakiatieva and work involved
compilation of historic data, purchase and reprocessing of airborne magnetic and EM data, a remote sensing
and structural interpretation study, a drone magnetic survey, mapping, prospecting, a soil survey and re-
logging of historic drill core. The work was fully funded by Centerra. The work identified low priority targets for
gold exploration however the footprint and style of mineralisation suggested that the target would be too small
for Centerra to justify further exploration on the project. Prospecting was also carried out across the larger
Pirunkoukku reservation permit, but no targets were identified to warrant further exploration.
Following four years of identifying and testing targets, Centerra announced on 1 December 2019 that it had
terminated its strategic alliance with Erris Resources. During this time, the total expenditure on Centerra
projects was approximately US$3.4 million on which Erris Resources earned consultancy fees of 10% for
managing this exploration work. The work resulted in the discovery of several new mineralised zones in
outcrop and some significant intersections in drilling. However, drilling did not outline exploration targets
meeting the minimum criteria for Centerra to continue funding. In addition, Erris Resources and Centerra
reviewed several third-party opportunities, however, none were attractive to either party while prospective
ground in Finland is tightly held making new applications difficult. Post period end, Erris Resources has taken
action to close down the Finnish subsidiary and surrender the reservation permits as it does not envisage
converting the reservation permits to exploration permits due to the cost involved and absence of compelling
drill targets.
- 9 -
ERRIS RESOURCES PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
3.4 Wholly owned projects in Norway
In line with the corporate objective of identifying low-cost opportunities with the potential to create shareholder
value, Erris Resources was granted a number of exploration licences in Norway in 2019. Of these, the Gautelis
permits in northern Norway are the most prospective and were renewed on 31 December 2019 following
ground truthing work which confirmed the gold mineralisation potential. At Gautelis, several mineralised
occurrences are known including intersections in carbonates of 3m grading 6.66g/t Au from 50-53m and 3m
grading 3.3 g/t Au from 44-47m in hole 2-85. The upper 26m of hole 4-84 returned 26m grading 0.58 g/t Au
suggesting potential for broad zones of mineralisation in the carbonates. During a ground truthing visit, Erris
Resources confirmed the location of several drill collars and took ten rock samples. Results from the samples
include 5.7g/t Au from arsenopyrite-rich mineralisation adjacent to the portal of a small historic arsenic mine.
A sample of chips from various pieces of dump material outside the mine returned 2.7g/t Au. A sample of
schist with pyritic stringers taken 900m south of the historic mine returned 9.7g/t Au while a sample of
gossanous bedrock 2.3km to the northeast returned 2.2g/t. Four other samples returned between 18 and
55ppb Au with only two samples returning non-detectable gold.
Results from initial samples taken at the Mauken Project in Northern Norway were disappointing and therefore
the permit was surrendered on 31 December 2019. Ongoing target evaluation identified another project
(Varden) 45km north of Gautelis where high-grade zinc was sampled historically, and limited drilling
encountered sporadic low grades of zinc and gold mineralisation. Three styles of mineralisation are known in
the area. Bedding parallel Fe and Zn-Pb sulphide mineralization, shear-zone-hosted Cu-Au-As mineralisation,
including remobilisation of Zn-Pb and quartz-vein-hosted Cu-Au mineralisation. The style of mineralisation
and setting has been compared to that at the Cobar ore field in Australia by a well-respected geologist, Dave
Coller, who wrote a historic exploration report on the project in 2004. Post period end, in February 2020, three
10 km2 permits (total 30km2) covering the Haugfjell and Varden Ridge prospects were granted to Erris. The
data is currently being compiled and ground truthing visits will be warranted to assess the true potential of the
project. Erris Resources will continue to evaluate and prioritise projects of potential value to shareholders.
As of the date of publication, Erris has a portfolio of three highly prospective gold projects in Scandinavia
which may be of interest to other mid-tier or junior explorers and which can be retained at low cost. These are
Brannberg, Gautelis and Varden. The Company will market this portfolio to identify a partner for JV or vend.
3.5 Scotland
On 10 December 2019, Erris Resources entered into an option agreement with GreenOre Gold plc giving Erris
Resources the option to acquire 80% of the Loch Tay gold and associated base metals project (the "Loch Tay
Project") in Perthshire, Scotland. The project area comprises 237 km2 of highly prospective ground within the
Grampian Gold Belt. During the due diligence period, two priority target areas, Ardtalnaig (subsequently
renamed Lead Trial) and Glen Almond, were identified as having excellent gold potential based on the
presence of historic workings, mineralised outcrops and alluvial gold occurrences. A ten-gram gold nugget
was found in the Glen Almond river within the Glen Almond target area in July 2019 by a team from the
University of Leeds confirming the potential of the targets.
The main terms of the Option Agreement are as follows:
•
•
•
•
•
Following the issue of the Option Notice on 15 January 2020, Erris Resources has the option to earn
80% of the Loch Tay Project consisting of the Loch Tay Mines Royal Option from GreenOre by
defining a minimum inferred resource of 250,000 ounces gold, to be defined by an Independent
Competent Person, within four years of the date of the Option Notice.
Upon defining 250,000 ounces within the required time frame, the ownership of the licence shall be
allocated as to 80% Erris Resources and 20% GreenOre and any subsequent funding shall be on a
pro-rata basis.
In the event of either party failing to fund their respective portion, they will be diluted according to a
standard industry formula. If either party shall dilute to less than 10% then that party shall forfeit all
ownership and be entitled to a 2% Net Smelter Return Royalty ("NSR").
Erris Resources shall have the option to purchase 50% of the NSR for US$1M at any time prior to a
production decision on the project.
Erris Resources will be the operator and will manage the exploration programme.
- 10 -
ERRIS RESOURCES PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
Lead Trial Target:
Glen Almond Target:
In the Ardtalnaig/Lead Trial area, mapping has expanded the area of felsites which
are a favourable host for structurally controlled mineralisation while new
mineralised outcrops and float occurrences have been sampled. A sample taken
during an Erris Resources due diligence trip returned 9.39g/t Au, 8.37g/t Ag,
1.75% Pb and 8.98% Zn from sphalerite and galena bearing granular quartz in a
dump next to the main historic working. Mineralised boulders containing galena in
quartz vein stockworks have been located high on the mountain well above the
outcropping historic workings suggesting that there is significant vertical extent to
the mineralised structures while other mineralised boulders 2km to the east of the
main workings returned up to 4.67g/t Au and 6.4% Pb. The Company has
successfully located mineralised structures along trend of the main workings 2km
south-southeast of the Ardtalnaig workings.
The Glen Almond target, located 6.6km south of Ardtalnaig, also returned
encouraging results and the area warrants further exploration especially when
considering that outcrop is generally confined to stream beds or burns. Up to 15
January 2020, post period end, results have been received for 13 samples taken
in the Glen Almond area. A selective first pass grab sample from a 5-10cm quartz
vein within a 1m altered zone returned 10.25g/t Au by fire assay. The aqua regia
digest with ICP-MS analysis gave a result of 15.1g/t Au suggesting the presence
of coarse gold. A second sample from another 5-10cm extensional quartz vein
returned an initial result of >10g/t Au, a fire assay result of 2.32g/t Au and a result
of 19.4g/t from aqua regia digest with ICP-MS analysis. This again suggests the
presence of coarse gold which is consistent with the presence of alluvial gold
grains and nuggets in the Almond River. At another location in the stream bed, a
sample consisting of chips across a 1.5m zone of silicified and weakly pyritised
schist with quartz veinlets returned 0.12g/t Au suggesting that there are more
mineralised structures in the area. Such veins could be a source for the 10-gram
nugget and the 77 fine gold grains which were panned at a downstream site in
July 2019 by a research team from the University of Leeds. The early success in
locating new outcropping high-grade gold mineralisation is very encouraging as
the Company prepares to explore the area.
The Company intends to commence aggressive prospecting and mapping followed by soil sampling at the
Lead Trial prospect as the weather improves from March 2020. The aim of the work will be to outline future
drill targets and identify other gold targets within the large licence area. Scotgold is expected to commence
production at the nearby Cononish Gold Mine around June 2020. In general, the activities of Erris Resources
in Scotland have been well received and generated significant media and investor interest.
3.6 Advanced Project Search
The Board and management continue to review projects in low risk jurisdictions internationally that fit its
investment criteria in order to identify new valuable assets for the Company. This is an ongoing process and
management have concluded several project reviews over the past year. Project reviews and discussions with
other parties are ongoing with a focus on trying to acquire an advanced gold or copper-gold asset with
acceptable deal terms however other non-gold-copper opportunities that have the potential to generate
significant value for shareholders will be considered. The Company hopes that progress on this front can be
made in 2020, however, macro-economic factors and commodity markets may affect the timing.
- 11 -
ERRIS RESOURCES PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
4
Financial Review
Notwithstanding that the Company is a UK Plc admitted to trading on AIM, the Company presents its accounts
in its functional currency of Euros, since the majority of exploration expenditure is denominated in this
currency.
The Group is still at an exploration stage and not yet producing minerals, which would generate commercial
income. Under the terms of the Centerra Strategic Alliance Agreement, which came to an end after four years
in December 2019, the Group earned a 10% Management Fee on all committed expenditures, which
amounted to €0.02m in the year compared with €0.17m in the year ended 31 December 2018. Erris continues
to pursue this type of consultancy partnership with other mining partners having demonstrated its expertise in
delivering cost-effective exploration. However, the Group is not expected to report overall profits until it
disposes of or is able to profitably commercialise its exploration and development projects.
During the year, the Group made an operating loss of €0.5m compared with a loss of €1.1m for the 12 months
to 31 December 2018. This is primarily due to keeping a tight control over the administrative costs of being a
fully operational listed company and a reduction in headcount. A project impairment charge of €0.3m was
taken in 2018 following non-renewal or relinquishment of certain Swedish licenses. The prior period also
includes a non-cash accounting charge of €0.12m related to the expensing of share options issued at the time
of the IPO and valued under the Black-Scholes method.
Total Net assets of the Group decreased to €3.5m at 31 December 2019 from €4.0m at 31 December 2018
due to the Company continuing to execute the exploration plans detailed at the time of its IPO. Intangible
assets increased to €2.0m from €1.7m due to ongoing exploration at the Group’s Ireland and Sweden projects.
Other current liabilities decreased from €0.11m to €0.04m and relate primarily to accrued audit fees at the
year end.
The closing cash balance for the Group at the end of the period was €1.5m, a decrease from €2.4m at last
year end. The Group’s latest cash balance as at the date of this report was €1.2m.
5
Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole
The Directors believe they have acted in the way most likely to promote the success of the Company for the
benefit of its members as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
Consider the likely consequences of any decision in the long term,
Act fairly between the members of the Company,
•
•
• Maintain a reputation for high standards of business conduct,
•
•
•
Consider the interests of the Company’s employees,
Foster the Company’s relationships with suppliers, customers and others, and
Consider the impact of the Company’s operations on the community and the environment.
The Company operates as a gold and base metals exploration business, which is inherently speculative in
nature and, without regular income, is dependent upon fund-raising for its continued operation. The pre-
revenue nature of the business is important to the understanding of the Company by its members, employees
and suppliers, and the Directors are as transparent about the cash position and funding requirements as is
allowed under AIM regulations.
- 12 -
ERRIS RESOURCES PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
The application of the s172 requirements can be demonstrated in relation to the some of the key decisions
made during 2019:
•
•
•
•
Entering into the Joint Venture agreement with GreenOre: having been looking for new
prospective projects in established jurisdictions, the opportunity to earn into 80% of the Loch Tay
Project met all the criteria the Directors were looking for. The well-established gold trend in the region
together with ease of access and attractive geology, combined with a four-year timescale, allows
sufficient time to develop the project in as cost-efficient way as possible. The existing licence
partners, GreenOre, have been working in the area for a number of years and have good relationships
with local stakeholders.
Not undertaking further extensive drilling campaigns in Ireland: having completed an extensive
drilling programme both above and underground in 2018, Erris completed its metallurgical study in
2019. The Directors elected not to do further drilling in 2019 to preserve cash for the benefit of its
shareholders and employees. Erris has maintained good relationships with the authorities, which
culminated in the renewal of its licences for another 6 years. Erris has also maintained good relations
with the local community, especially with the local quarry-owners on whose property the entrance to
the Abbeytown workings lie.
Refocussing the Group’s efforts in Scandinavia: the cessation of the Centerra Strategic
Agreement has led the Directors to refine the focus of its activities in Scandinavia and focus solely
on its existing Brannberg project and also to examine potential licence areas in Norway rather than
Finland. The Directors are currently looking for a joint venture partner to finance further development
at Brannberg and preserve the Group’s cash for the benefit of its shareholders and employees. The
Group has no employees in the region and has always maintained good relations with local mining
authorities and the communities it operates in.
Reorganising the Board (post year-end): having reviewed its plans for 2020 and its primary area
of focus being on early-stage exploration in Scotland and Norway, the Directors decided to optimise
the Board structure. David Hall has extensive expertise in the exploration industry, which makes him
the best candidate for CEO and Anton Du Plessis’s expertise in the wider equity markets make him
the appropriate choice for the Non-Executive Chairman role.
As a mining exploration Company operating in Ireland, Scotland, Sweden and Norway, the Board takes
seriously its ethical responsibilities to the communities and environment in which it works. We abide by the
local and relevant UK laws on anti-corruption & bribery. Wherever possible, local communities are engaged
in the geological operations & support functions required for field operations, providing much needed
employment and wider economic benefits to the local communities. In addition, we follow international best
practise on environmental aspects of our work. Our goal is to meet or exceed standards, in order to ensure
we obtain and maintain our social licence to operate from the communities with which we interact. The
interests of our employees are a primary consideration for the Board. An inclusive share-option programme
allows them to share in the future success of the company, personal development opportunities are supported
and a health and security support network is in place to assist with any issues that may arise on field
expeditions.
On behalf of the board
..............................
Mr A Du Plessis
Director
4 April 2020
- 13 -
ERRIS RESOURCES PLC
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2019
The directors are responsible for preparing the Annual 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 group and parent company financial statements in accordance with International
Financial Reporting Standards (IFRS) as adopted by the European Union and, as regards the parent company
financial statements, as applied in accordance with the provisions of the Companies Act 2006. Under company law
the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of
the state of affairs of the group and company, and of the profit or loss of the group and company for that period. In
preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
•
• make judgements and accounting estimates that are reasonable and prudent;
•
state whether applicable IFRS, as adopted by the European Union 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
group and company will continue in business.
•
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Group and Company 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 parent company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Company is compliant with AIM rule 26 regarding the Company's website.
- 14 -
ERRIS RESOURCES PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
The directors present their annual report and audited financial statements for the year ended 31 December 2019.
Principal activities
The principal activity of the Company and Group continued to be that of the exploration of viable sites for the purpose
of extracting natural resources. Details of future developments are included in the Strategic Report.
Results and dividends
The results for the year are set out on page 29.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as
follows:
Mr J Martin
Mr O C Rifaat
Mr A du Plessis
Mr G Brown
Mr J D Taylor-Firth
Mr A J Partington
(Resigned 28 February 2019)
Directors' interests
The directors' interests in the shares of the company were as stated below:
% of issued share
capital
0.09%
0.39%
-
0.13%
-
% of issued share
capital
0.09%
0.39%
-
0.13%
-
-
Share Options
250,000
800,000
-
100,000
100,000
Share Options
250,000
800,000
-
100,000
100,000
100,000
As at 31 December 2019
No of shares
Jeremy Martin
Cherif Rifaat
Anton du Plessis
Jeremy Taylor-Firth
Graham Brown
27,000
120,000
-
40,000
-
As at 31 December 2018
No of shares
Jeremy Martin
Cherif Rifaat
Anton du Plessis
Jeremy Taylor-Firth
Graham Brown
Andrew Partington
27,000
120,000
-
40,000
-
-
- 15 -
ERRIS RESOURCES PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
Substantial shareholdings
The directors are aware of the following substantial interests or holdings in 3% or more of the company's ordinary
called up share capital as at 31 March 2020:
Major shareholder
David Hall
Osisko Gold Royalties
Archean Capital Corporation
No of shares
6,827,000
5,876,000
960,000
% of issued share
capital
21.97%
18.91%
3.09%
Directors' insurance
The Group has made qualifying third party indemnity provisions for the benefit of its directors, which were made
during the period and remain in force at the reporting date.
EIS Status
On 18 September 2018, Erris announced that it had received notice from HMRC that its Enterprise Investment
Scheme (“EIS”) status had been confirmed and that any individual investors who had participated in the IPO and
who wished to take advantage of the EIS tax relief benefits should contact the Company. Since that date, the
Company has issued certificates to 65 shareholders who acquired a total of 3,743,000 shares in the IPO.
Supplier payment policy
The Group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code
(copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).
The Group's current policy concerning the payment of trade creditors is to:
•
•
•
settle the terms of payment with suppliers when agreeing the terms of each transaction;
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts;
and
pay in accordance with the Group's contractual and other legal obligations.
Working capital and liquidity risk
Cashflow and working capital forecasting is performed in the operating entities of the Group and consolidated at a
Group level basis for monthly reporting to the Board. The Directors monitor these reports and rolling forecasts to
ensure the Group has sufficient cash to meet its operational needs. The Board has an amended policy of maintaining
at least a GBP 0.5m cash reserve headroom. The Group has no other material fixed cost overheads other than
Director and employee costs, all of whom are on three-month notice period contracts to ensure the Group has
maximum flexibility in its operational expenditure.
Foreign currency risk
The Company operates internationally and is exposed to foreign exchange risk arising from various currency
exposures, namely GBP for its Head Office costs, the costs for developing its new project in Scotland and the value
of its shares for fund-raising; Euros for a material part of its expenditure and, historically, the US$ in relation to its
agreement with Centerra Gold for the recovery of costs and management fees. The Group’s Treasury risk
management policy is to hold most of its cash reserves in GBPs and to match as promptly as possible its Euro
expenditures on its work programmes in Ireland and Scandinavia.
Credit and Interest Rate Risk
The Company has no borrowings and a low level of trade creditors and has minimal credit or interest rate risk
exposure.
Auditor
PKF Littlejohn LLP has expressed its willingness to continue in office and a resolution proposing that they be re-
appointed will be put at a General Meeting.
- 16 -
ERRIS RESOURCES PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit
information of which the auditor of the Company is unaware. Additionally, the directors individually have taken all the
necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit
information and to establish that the auditor of the Company is aware of that information.
On behalf of the board
..............................
Mr A Du Plessis
Director
4 April 2020
- 17 -
ERRIS RESOURCES PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2019
Erris Resources adheres to the Quoted Company Alliance’s (“QCA”) Corporate Governance Code for Small and
Mid-Size Quoted Companies (revised in April 2018) to meet the requirements of AIM Rule 26. The Company
includes below the material disclosures required under these QCA guidelines. The Company also publishes a
more detailed QCA Statement on its website, which is updated annually and last published in June 2019. This
statement includes more comprehensive disclosures considered to be more appropriate in that format.
Board Composition
As at 31 December 2019, the Board comprised two Executive Directors, a Non-Executive Chairman and two other
Non- executive Directors. Details of the current Directors are set out within the List of Directors below. The Board
will continue to review its structure in order to provide what it considers to be an appropriate balance of executive
and non-executive experience and skills. In March 2020, the Board reorganised itself such that it now comprises
one Executive Director, a Non-Executive Chairman and three other Non- executive Directors.
The Board considers the following Non-Executive Directors to be independent – Graham Brown and Jeremy
Taylor-Firth. Neither of these directors have been employees, have a significant business relationship or close
family ties with related parties or represent significant shareholders. Whilst both of these directors has received
Options under the company’s Share Option Scheme, these are non-material in nature and do not compromise
their independence.
Board Terms of Reference and Powers
The Board sets the Company’s strategic aims and ensures that necessary resources are in place in order for the
Company to meet its objectives. All members of the Board take collective responsibility for the performance of the
Company and all decisions are taken in the interests of the Company.
Whilst the Board has delegated the normal operational management of the Company to the Executive Director
and other senior management, there are detailed specific matters subject to decision by the Board of Directors.
These include acquisitions and disposals, joint ventures and investments and projects of a capital nature.
The Non-Executive Directors have a particular responsibility to challenge constructively the strategy proposed by
the Chairman and the Executive Director; to scrutinise and challenge performance; to ensure appropriate
remuneration and that succession planning arrangements are in place in relation to the Executive Director and
other senior members of the management team. The Executive Director enjoys open access to the Non-Executive
Directors with or without the Chairman being present.
Director Commitments
The Executive Director, Cherif Rifaat, was employed on a part-time contract in 2017. From March 2020, the new
Chief Executive Officer, David Hall, is employed in a non-Board role on a consultancy contract.
All Non-Executive Directors acknowledge in their letter of appointment that the nature of the role makes it
impossible to be specific on maximum time commitment and that at certain times of increased activity, then
preparation and attendance at meetings will increase. All Directors are expected to attend all Board meetings
(either in person or by phone), the AGM, one annual Board strategy meeting a year and committee meetings.
Board Meetings
The Board looks to meet in a formal manner on a quarterly basis, with additional meetings held as required to
review the corporate and operational performance of the Group. Each Board Committee has compiled a schedule
of work, to ensure that all areas for which the Board has responsibility are addressed and reviewed during the
course of the year.
- 18 -
ERRIS RESOURCES PLC
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
The Chairman, aided by the Company Secretary, is responsible for ensuring that the Directors receive accurate
and timely information. The Company Secretary compiles the Board and Committee papers which are circulated
to Directors well in advance of all meetings. The Company Secretary provides minutes of each meeting and every
Director is aware of the right to have any concerns minuted.
A summary of Board meetings attended in the 12 months to 31 December 2018 is set out below:
Jeremy Martin
Cherif Rifaat
Anton Du Plessis
Graham Brown
Jeremy Taylor-Firth
26th Mar 19 27th Jun 19 17th Oct 19
✓
✓
✓
✓
✓
✓
✓
✓
X
✓
✓
✓
✓
✓
✓
Board Committees
The Board has delegated specific responsibilities to the Audit and Remuneration Committees, details of which are
set out below. Each Committee has written terms of reference setting out its duties, authority and reporting
responsibilities. It is intended that these will be kept under continuous review to ensure they remain appropriate
and reflect any changes in legislation, regulation or best- practice.
There is currently no internal audit function, given the size of the Group, although the Audit Committee keeps this
under annual review.
The Board considers that, at this stage in the Company's development, it is not necessary to establish either a
formal nominations or corporate governance committee and that these processes shall be carried out by the Board.
This decision will be kept under review by the Directors on an on-going basis.
Audit Committee
The Audit Committee meets at least three times a year and is responsible for ensuring that the financial
performance of the Group is properly reported and monitored and for meeting the auditors and reviewing the
reports from the auditors relating to accounts and internal control systems. The external auditors may attend all
meetings and the Audit Committee has discussions with the external auditors at least once a year without any
executive Directors being present. The Audit Committee comprises Jeremy Taylor-Firth as Chairman (in
replacement of Andrew Partington who stepped down in February 2019) and Graham Brown.
The Audit Committee has met three times since 31 December 2018 and all members at the relevant time attended
all meetings. The Committee has unrestricted access to the Group’s Auditor. The CFO attends the Committee
meeting by invitation.
Remuneration Committee
The Remuneration Committee reviews the performance of the executive Directors and sets and reviews the scale
and structure of their remuneration, the terms of their service agreements and the granting of share options with
due regard to the interests of the Shareholders. In determining the remuneration of executive Directors, the
Remuneration Committee seeks to enable the Company to attract and retain executives of high calibre. No director
is permitted to participate in discussions or decisions concerning his own remuneration. The Remuneration
Committee meets as and when necessary. The Remuneration Committee comprises Graham Brown as Chairman
and Jeremy Martin.
- 19 -
ERRIS RESOURCES PLC
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
Board as a whole
The skills and experience of the Board are set out in their biographical details below. The experience and
knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise
performance. The Board believes it has a mix of technical skills (e.g. geologists), sector experience (exploration
through to production with resources companies), public company experience and financial expertise to enable it
to deliver on its strategy. Whilst there is not currently a balance of genders on the Board, the Company’s directors
look to appoint individuals with complementary skills and experience to fulfil the Company’s strategy, regardless
of gender.
The Board do not believe that any of the Directors have too many directorship roles at other listed companies and
are hence at risk of “over-boarding” as defined by ISS voting guidelines but will continue to monitor this on an
ongoing basis. The Board is satisfied that the Chairman and each of the non-executive Directors is able to devote
sufficient time to the Group’s business.
Andrew Partington resigned from the Board during the period to 31 December 2019.
The directors keep their skillsets up to date by attending industry and qualification relevant seminars and training
sessions.
List of Directors in 2019
Jeremy Martin. Non-Executive Chairman (now Non-Executive Director)
Jeremy is a founding director of Erris Resources. Mr. Martin holds a degree in mining geology from the Camborne
School of Jeremy is a founding director of Erris Resources. Mr. Martin holds a degree in mining geology from the
Camborne School of Mines, and a MSc. in mineral exploration from the University of Leicester. He has worked in
South America, Central America and Europe, where he was responsible for grassroots regional metalliferous
exploration programmes through to resources definition and mine development. Jeremy has been involved in the
formation of a number of publicly listed mineral resource companies. He is currently Chief Executive of Horizonte
Minerals and holds BSc (Hons), MSc, ACSM, MSEG.
Anton du Plessis. Chief Executive Officer (now Non-Executive Chairman)
Anton has over 20 years' experience in the finance sector. During this time, he has held senior positions at several
international investment banks including CIBC (The Canadian Imperial Bank of Commerce), Bank of America
Merrill Lynch and Morgan Stanley with a focus on advising natural resources companies on the execution of
strategic and financing transactions. He has worked on transactions across a range of commodities and for a
number of leading global players including Anglogold Ashanti, Rio Tinto and BHP Billiton. Prior to embarking on
his investment banking career, Mr du Plessis worked for the Anglo American group in a corporate finance and
business development capacity.
Cherif Rifaat. Chief Financial Officer
Cherif is a UK chartered accountant who has more than 20 years of venture capital, corporate finance, operational
turnaround and investor relations experience since his qualification with KPMG. He has primarily worked with
technology, mining and real estate companies, with an emphasis on those in a start-up, pre-IPO or restructuring
phase. He has been a corporate and financial adviser to the lithium mining company, Bacanora Minerals, since it
listed on AIM in 2014. Cherif is a graduate from the University of St Andrews, Scotland. He holds MA (Hons) in
modern history and has been a member of the ICAEW since 1998.
- 20 -
ERRIS RESOURCES PLC
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
Graham Brown. Non-Executive Director
Graham holds a BSc. from the University of Strathclyde, Glasgow. He has been a Fellow of the Society of
Economic Geologists (“SEG”) since 1999, participated in the Colombia Senior Executives programme in 2004 and
the Duke Business Leaders programme in 2007. He is a past councillor of the SEG and current British Geological
Survey industry adviser and Natural History Museum honorary research fellow. In 2011, he was the co-recipient
of the PDAC Thayer Lindsley Award and from 2013 attained both Chartered Geologist and European Geologist
professional status. Mr. Brown joined Amax as an exploration geologist in 1980 and worked on a variety of
exploration and mining operations in the Circum-Pacific region. For almost a decade Mr. Brown worked as a
consultant involved with the exploration and evaluation of a number of major discoveries in both Asia and Europe.
In 1994, he joined Minorco as Chief Geologist. Subsequently he became the Europe-Asia region’s Vice President
Exploration and following the Minorco-Anglo American plc merger in 1999, he served as Vice President Geology.
In 2003 he was appointed Senior Vice President Exploration and managed geosciences, technical services, and
R&D programs. In 2005 he was promoted to Head of Base Metals Exploration and in 2010 he took up the position
of Group Head of Geosciences for the Anglo American Group.
Jeremy Taylor-Firth. Non-Executive Director
Jeremy has worked in investment management since 1996. He initially worked at Matheson Securities, which was
acquired by Prudential-Bache Ltd and subsequently renamed Dryden Wealth Management. In June 2006, he
joined Singer & Friedlander Investment Management as an Investment Director. This business was then acquired
by Williams de Broe where he worked until October 2010. Jeremy is currently an Investment Manager with Hanson
Asset Management, where he has worked for the last six years. He is also the non-executive chairman of Primorus
Investments plc. Jeremy holds CISI Level 6 PCIAM.
Andrew Partington. Non-Executive Director (resigned 28 February 2019)
Andrew is a partner with Toronto based investment bank Paradigm Capital Inc. specialising in corporate advisory,
M&A, and equity raising for mining and metals companies. Andrew holds a B.Sc. (Hons) Engineering Geology
from the University of Portsmouth and an MBA from York University’s Schulich School of Business as well as
MIMMM and FGS.
Key Management and Technical Adviser
Aiden Lavelle Chief Operating Officer
Aiden is an experienced exploration manager who played a key role in the discovery of the Pandora prospect in
Djibouti. His international work also includes target generation, project management and resource definition. He
holds BSc (Hons), MSc, MIGI, P.Geo and is based in Ireland.
David Hall Technical Adviser (now CEO)
David was a founding director of Erris Resources. He is a graduate in geology from Trinity College Dublin and
holds a Masters Degree in Mineral Exploration from Queens University, Kingston, Ontario. He has 29 years of
experience in the exploration sector and has worked on and assessed exploration projects and mines in over 50
countries. From 1992, David was Chief Geologist for Minorco SA, responsible for Central and Eastern Europe,
Central Asia and the Middle East. He moved to South America in 1997 as a consultant geologist for Minorco South
America and subsequently became exploration manager for AngloGold South America in 1999, where he was
responsible for exploration around the Cerro Vanguardia gold mine in Argentina, around the Morro Velho and
Crixas mines in Brazil and establishing the exploration programme that resulted in the discovery of the La
Rescantada gold deposit in Peru as well as certain joint ventures in Ecuador and Colombia. David is also founder
and former Executive Director of Stratex International Plc, an AIM traded company with exploration assets in
Turkey and in which Teck Resources Limited is an equity shareholder. He is a fellow of the Society of Economic
Geologists and EuroGeol. He is currently CEO of Thani-Stratex Resources and non-executive chairman of
Horizonte Minerals. He holds BA (Hons), MSc, FSEG, MIGI, P. Geo.
Board Advice during the year
During the year, the Board did not commission any external advice for its own matters.
- 21 -
ERRIS RESOURCES PLC
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
Internal Advisory roles
Senior Independent Director
Due to the size of the company, the Board does not feel it necessary to appoint a Senior Independent Director.
Company Secretary
The CFO undertakes the joint role of company secretary, as the Board does not feel the size of the company
warrants an independent person.
Annual Board appraisal
In accordance with current best practice and the Code, the Board conducts an annual formal evaluation of its
performance and effectiveness and that of each Director and its Committees. This is conducted during the year
by way of interviews with the Chairman. In addition, the Non-Executive Directors will meet, informally, without the
Chairman present and evaluate his performance. The Board currently considers that the use of external
consultants to facilitate the Board evaluation process is unlikely to be of significant benefit to the process, although
the option of doing so is kept under review.
Ongoing Board Development
The Executive Director is subject to the Company’s annual review process through which their performance against
predetermined objectives is reviewed and their personal and professional development needs considered.
Non-executive Directors are encouraged to raise any personal development or training needs with the Chairman
or through the Board evaluation process.
The Company Secretary ensures that all Directors are kept abreast of changes in relevant legislation and
regulations, with the assistance of the Company’s advisers where appropriate.
Succession Planning
The Board has a minuted emergency succession plan for the Senior Management Team. On an ongoing basis,
board members maintain a watching brief to identify relevant internal and external candidates who may be suitable
additions to or backup for current board members.
Audit Committee Report
During 2019, the Audit Committee’s agenda has continued to be built around the usual key recommendations to
the Board being the Annual Budget, Review and Approval of the Audited Annual Financial Statements and the
review of the half year results. As well as the reporting requirements, the Audit Committee has also paid close
attention to the cash flow requirements of the Group to ensure that the Company maintains a tight control on
expenditure and remains well financed.
The Audit Committee is responsible for assuring accountability and effective corporate governance over the
Company’s financial reporting, including the adequacy of related disclosures, the internal financial control
environment and the processes in place to monitor this.
In respect of financial reporting activities, the Audit Committee reviews and recommends to the Board for its
approval all half-year and full-year financial results announcements. In considering the financial results contained
in the 2019 Annual Report and Financial Statements, the Audit Committee reviewed the significant issues and
judgements made by management in determining those results. A key element of the work going forward will be
the continued development of the control of risk within the business.
Jeremy Taylor-Firth
Audit Committee Chairman 4 April 2020
- 22 -
ERRIS RESOURCES PLC
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
Remuneration Committee report
In determining the remuneration of the Executive Director and senior management, the Remuneration Committee
seeks to enable the Company to attract, retain and motivate high calibre talent in order for the Company to pursue
its strategy and achieve its annual business plan and budgets as approved by the Board.
For details of Directors’ emoluments, please refer to note 29 of the Consolidated Financial Statements. The
Remuneration Committee met after the year end to review performance for 2019 and consider future remuneration
options going forward. The Remuneration Committee acknowledged the progress made in finding the new
exploration project in Scotland, continuing the relationship with Centerra and generally keeping strong financial
controls over the Company’s cash. But in the light of the poor share price performance in the period, which was
itself in large part due to external market related factors, it was decided that no bonuses or options would be
awarded in relation to 2019 performance, and salary and director fee levels would not be increased. The
Remuneration Committee will continue to review performance on an ongoing basis and will recommend Option
awards, if individual circumstances warrant it. The Committee is considering the introduction of a new type of
incentive scheme linked to future performance, which will be put to shareholders for approval before introduction.
Jeremy Martin
Remuneration Committee Chairman 4 April 2020.
Engagement with all shareholders
The Board attaches great importance to providing shareholders with clear and transparent information on the
Group's activities, strategy and financial position. General communication with shareholders is co-ordinated by
the Chairman, CEO and CFO.
The Company publishes on its website the following information, which the Board believes plays an important part
in presenting all shareholders with an assessment of the Group’s position and prospects:
•
•
•
•
•
•
The Company’s latest Investor presentation
The Company’s most up to date technical reports on each of its projects;
Annual and Half-Yearly Financial Statements;
All company press releases issued under the RNS service;
Details on the results of all resolutions put to a vote at the most recent AGM;
Contact details including a dedicated email address info@errisresources.com through which investors
can contact the Company.
The Company’s Annual General Meeting (AGM) will generally be held in London in June following the publication
of its annual results and all shareholders are invited to attend. There will be an open question and answer session
during which shareholders may ask questions both on the proposed resolutions and the business in general.
Institutional Investors
In general, the Board maintains a regular dialogue with its institutional investors, providing them with such
information on the Company’s progress as is permitted within the guidelines of the AIM rules, MAR and
requirements of the relevant legislation. The Company typically holds meetings with institutional investors and
other large shareholders following the release of interim and financial results.
Private Investors
The Company is committed to engaging with all shareholders and not just institutional shareholders. As the
company is too small to have a dedicated investor relations department, the CEO is responsible for reviewing all
communications received from shareholders and determining the most appropriate response. The CEO works in
conjunction with the Company’s PR Advisers, St Brides Partners, to facilitate engagement with its shareholders.
Board review
The Board as a whole is kept informed of the views and concerns of major shareholders by briefings from the
CEO, Chairman and the Company’s Broker.
- 23 -
ERRIS RESOURCES PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ERRIS RESOURCES PLC
Opinion
We have audited the financial statements of Erris Resources Plc (the 'parent company') and its subsidiaries (the
'group') for the year ended 31 December 2019 which comprise the Group Statement of Comprehensive Income, the
Group Statement of Financial Position, the Company Statement of Financial Position, the Group Statement of
Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows, the Company
Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting
policies. The financial reporting framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRS) as adopted by the European Union and as regards the parent
company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion :
•
•
•
the financial statements give a true and fair view of the state of the group's and the parent company's affairs
as at 31 December 2019 and of the group's and parent company's loss for the year then ended;
the group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
the parent company financial statements have been properly prepared in accordance with IFRSs as adopted
by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
•
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the
financial statements section of our report. We are independent of the group and 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.
Emphasis of matter
We draw your attention to note 1.3 of the financial statements, which describes the Group’s and Company’s
assessment of the COVID-19 impact on its ability to continue as a going concern. The Group and Company have
explained that the events arising from the COVID-19 outbreak do not impact its use of the going concern basis of
preparation nor do they cast significant doubt about the Group’s and Company’s ability to continue as a going concern
for a period of at least twelve months from the date when the financial statements are authorised for issue.
Our opinion is not modified in this respect.
- 24 -
ERRIS RESOURCES PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ERRIS RESOURCES PLC
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to
you where:
•
•
the directors' use of the going concern basis of accounting in the preparation of the financial statements is
not appropriate; or
the directors have not disclosed in the financial statements any identified material uncertainties that may cast
significant doubt about the group's or the parent company’s ability to continue to adopt the going concern
basis of accounting for a period of at least twelve months from the date when the financial statements are
authorised for issue.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for
materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. Group and
parent company materiality was €70,000 (2018: €70,000) and €44,000 (2018: €58,500) respectively, based on 2% of
gross assets for the group and 10% of loss before tax for the period for the parent company. We believe assets to be
the main driver of the business as the Group is still in the exploration stage and therefore no revenues are currently
being generated. From a group perspective the key benchmark is gross assets, given that current and potential
investors will be most interested in the recoverability of the exploration and evaluation assets. From a company
perspective, the key benchmark will be the loss figure in demonstrating effective working capital and cost management
in the early exploration phase.
Component materiality for all entities within the group was set lower than our overall group materiality and ranged from
€44,000 to €17,000. Performance materiality for the Group, and all significant components, was set at 75% of overall
materiality.
We agreed with the audit committee that we would report to the committee all audit differences identified during the
course of our audit in excess of £3,500 (2018: £3,500). There were no misstatements identified during the course of
our audit that were individually, or in aggregate, considered to be material.
An overview of the scope of our audit
In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial
statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors,
including the carrying value of assets, and considered future events that are inherently uncertain.
We also addressed the risk of management override of internal controls, including evaluating whether there was
evidence of bias by the directors that represented a risk of material misstatement due to fraud.
A full scope audit was performed on the complete financial information of the Group’s significant operating components
located in United Kingdom, Ireland and Sweden, with the Group’s key accounting function for all being based in the
United Kingdom. The audit work on each significant component was performed by us as Group auditor to component
materiality.
The key balance held within all significant components are the exploration and evaluation intangible assets. The
significant risk and key audit matter is in relation to the recoverability of these assets, to confirm that no impairment is
required in line with IFRS 6.
- 25 -
ERRIS RESOURCES PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ERRIS RESOURCES PLC
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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) we identified, including those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
Key Audit Matter
How the scope of our audit responded to
the key audit matter
Recoverability of intangible assets
(refer note 12)
The group holds significant intangible assets,
comprising exploration and evaluation costs, with a
carrying value at 31 December 2019 of
€2,002,334. The exploration projects are at an
early stage of development and independent
resource and reserve estimates are not currently
available to enable value in use calculations. In
addition, there is a risk that the amounts capitalised
do not meet the recognition criteria in accordance
with IFRS 6.
We performed the following procedures:
•
•
•
•
•
•
title
taking
ensuring
to project
Agreeing additions during the year
to invoices and other supporting
documentation,
the
expenditure has been capitalised in
accordance with IFRS 6;
management's
Assessing
impairment
into
review,
account both internal and external
indicators;
Verifying good
licenses;
Obtaining an understanding of the
status of projects, together with
progress on the licenses based
upon drilling, sampling results and
other exploration and evaluation
work during the year;
For licences obtained in previous
periods, ensuring that these are still
valid and
that any performance
conditions were met during the year
or are expected to be met going
forward; and
Discussed with management the
scope of their future budgeted and
planned expenditure on each
licence area.
As disclosed in note 12 to the financial
statements, the Group recognised no project
impairment charges during the year.
- 26 -
ERRIS RESOURCES PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ERRIS RESOURCES PLC
Other information
The other information comprises the information included in the annual report, other than the financial statements and
our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the group and
parent company financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or
apparent material misstatements, we are required to determine whether there is a material misstatement in the
financial statements or a material misstatement of the other information. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters 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 the 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 and 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 directors
As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation
of the group and parent company financial statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible for assessing the
group's and the 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.
- 27 -
ERRIS RESOURCES PLC
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ERRIS RESOURCES PLC
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: http://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.
David Thompson (Senior Statutory Auditor)
for and on behalf of PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London
E14 4HD
Date : 4 April 2020
- 28 -
ERRIS RESOURCES PLC
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019
Continuing operations
Revenue
Cost of sales
Gross (loss)/profit
Exploration projects impairment
Administrative expenses
Share based payments charge
Operating loss
Finance income
Loss before taxation
Tax on loss
Loss for the financial year
Other comprehensive income
Total comprehensive loss for the year
Earnings per share from continuing
operations attributable to the owners of the
parent company
Basic (cents per share)
Diluted (cents per share)
Notes
4
23
6
9
10
26
11
31 December
2019
€
31 December
2018
€
17,527
(104,102)
(86,575)
-
(475,592)
-
(562,167)
-
(562,167)
30,648
(531,519)
-
165,216
(129,569)
35,647
(317,396)
(696,083)
(124,901)
(1,102,733)
1,289
(1,101,444)
-
(1,101,444)
-
(531,519)
(1,101,444)
(1.71)
(1.71)
(3.54)
(3.54)
Total loss and comprehensive loss for the year is attributable to the owners of the parent company.
- 29 -
ERRIS RESOURCES PLC
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2019
Notes
31 December
2019
€
31 December
2018
€
Non-current assets
Intangible assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total assets
Current liabilities
Current tax liabilities
Trade and other payables
Amounts owed to Strategic Alliance
partner
Net current assets
Total liabilities
Net assets
Equity
Share capital
Share premium
Other reserves
Retained earnings
Total equity
12
17
19
20
24
25
26
2,002,334
1,745,118
36,030
1,497,277
1,533,307
3,535,641
-
43,130
-
43,130
1,490,177
43,130
3,492,511
351,133
4,151,045
811,077
(1,820,744)
3,492,511
59,334
2,366,893
2,426,227
4,171,345
30,648
112,873
3,794
147,315
2,278,912
147,315
4,024,030
351,133
4,151,045
827,376
(1,305,524)
4,024,030
The financial statements were approved by the board of directors and authorised for issue on 4 April 2020 and are
signed on its behalf by:
- 30 -
ERRIS RESOURCES PLC
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2019
31 December 2019
Notes
€
31 December
2018
€
Non-current assets
Intangible assets
Investments
Current assets
Trade and other receivables
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Net current assets
Total liabilities
Net assets
Equity
Share capital
Share premium
Other reserves
Retained earnings
Total equity
12
14
17
19
24
26
134,378
169,090
303,468
1,457,929
1,453,687
2,911,616
3,215,084
38,404
38,404
2,873,212
38,404
3,176,680
351,133
4,151,045
122,345
(1,447,843)
3,176,680
92,985
169,090
262,075
1,294,319
2,109,313
3,403,632
3,665,707
51,449
51,449
3,352,183
51,449
3,614,258
351,133
4,151,045
138,644
(1,026,564)
3,614,258
As permitted by s408 Companies Act 2006, the company has not presented its own income statement. The
company’s loss for the period was €437,578 (2018: €647,187).
The financial statements were approved by the board of directors and authorised for issue on 4 April 2020 and are
signed on its behalf by:
Company Registration No. 10829496
- 31 -
ERRIS RESOURCES PLC
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019
Share
capital
Notes
€
Share
premium
account
€
Other
reserves
Retained
earnings
Total
€
€
€
Balance at 1 January 2018
351,133
4,151,045
759,687
(261,292) 5,000,573
Year ended 31 December 2018:
Loss and total comprehensive income
for the year
Total comprehensive income for the year
Credit to equity for equity settled
share-based payments
Transfer of lapsed share options
23
Total transactions with owners
recognised directly in equity
Balance at 31 December 2018 and 1
January 2019
Year ended 31 December 2019:
Loss and total comprehensive income
for the year
Total comprehensive income for the year
Transfer of lapsed share options
Total transactions with owners recognised
directly in equity
-
-
-
-
-
-
-
-
-
-
-
-
(1,101,444)
(1,101,444)
(1,101,444)
(1,101,444)
124,901
(57,212)
-
57,212
124,901
-
67,689
57,212
124,901
351,133
4,151,045
827,376
(1,305,524) 4,024,030
-
-
-
-
-
-
-
-
-
-
(531,519)
(531,519)
(531,519)
(531,519)
(16,299)
16,299
(16,299)
16,299
-
-
Balance at 31 December 2019
351,133
4,151,045
811,077
(1,820,744) 3,492,511
- 32 -
ERRIS RESOURCES PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019
Share
capital
€
Share
premium
€
Other
reserves
€
Retained
earnings
€
Total
€
Notes
Balance at 1 January 2018
351,133
4,151,045
70,955
(436,589) 4,136,544
Year ended 31 December 2018:
Loss and total other comprehensive
income for the year
Total comprehensive income for the year
Credit to equity for equity settled
share-based payments
Transfer of lapsed share options
23
Total transactions with owners
recognised directly in equity
Balance at 31 December 2018 and
1 January 2019
Year ended 31 December 2019:
Loss and total other comprehensive
income for the year
Total comprehensive income for the year
Transfer of lapsed share options
Total transactions with owners
recognised directly in equity
Balance at 31 December 2019
-
-
-
-
-
-
-
-
-
-
-
-
(647,187)
(647,187)
(647,187)
(647,187)
124,901
(57,212)
-
57,212
124,901
-
67,689
57,212
124,901
351,133
4,151,045
138,644
(1,026,564) 3,614,258
-
-
-
-
-
-
-
-
-
-
(437,578)
(437,578)
(437,578)
(437,578)
(16,299)
16,299
(16,299)
16,299
-
-
351,133
4,151,045
122,345
(1,447,843) 3,176,680
- 33 -
ERRIS RESOURCES PLC
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2019
Year ended
31 December
2019
€
€
Year ended 31
December
2018
€
€
Notes
Cash flows from operating activities
Cash used in operations
31
Net cash outflow from operating activities
Cash flows from investing activities
Exploration expenditure
Exploration expenditure utilising funds from
Strategic Alliance Agreement
Interest received
(607,875)
(607,875)
(704,956)
(704,956)
(257,214)
(222,154)
-
(1,014,729)
(1,493,877)
1,289
Net cash used in investing activities
(479,368)
(2,507,317)
Cash flows from financing activities
Proceeds from issue of shares
Funds received from Strategic Alliance Agreements
-
217,627
56,319
1,432,704
Net cash generated from financing
activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
217,627
(869,616)
2,366,893
1,497,277
1,489,023
(1,723,250)
4,090,143
2,366,893
- 34 -
ERRIS RESOURCES PLC
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2019
Year ended 31
December
2019
€
€
Year ended 31
December
2018
€
€
Notes
Cash flows from operating activities
Cash used in operations
32
Net cash used in operating activities
Cash flows from investing activities
Exploration expenditure
Interest received
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Net cash generated from financing
activities
(614,233)
(614,233)
(1,821,189)
(1,821,189)
(41,393)
-
(138,801)
1,289
(41,393)
(137,512)
-
56,319
-
56,319
Net decrease in cash and cash equivalents
(655,626)
(1,902,382)
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2,109,313
1,453,687
4,011,695
2,109,313
- 35 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
Company information
Erris Resources Plc (“the Company”) is a public limited company which is listed on the AIM Market of the
London Stock Exchange domiciled and incorporated in England and Wales. The registered office address is
29-31 Castle Street, High Wycombe, Buckinghamshire, United Kingdom, HP13 6RU.
The group consists of Erris Resources Plc and its subsidiaries as detailed in Note 15.
1.1 Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRS) and IFRIC interpretations as adopted for use in the European Union and with those parts of the
Companies Act 2006 applicable to companies reporting under IFRS (except as otherwise stated).
The financial statements are prepared in euros, which is the functional currency of the Company and the
Group's presentation currency, since the majority of exploration expenditure is denominated in this currency.
Monetary amounts in these financial statements are rounded to the nearest €.
The consolidated financial statements have been prepared under the historical cost convention. The principal
accounting policies adopted are set out below.
1.2 Basis of consolidation
The consolidated financial statements incorporate those of Erris Resources Plc and all of its subsidiaries (i.e.
entities that the group controls when the group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power over the entity).
Erris Resources Plc was incorporated on 21 June 2017. On 1 December 2017, Erris Resources Plc acquired
the entire issued share capital of Erris Resources (Exploration) Ltd by way of a share for share exchange. This
transaction was treated as a group reconstruction and accounted for using the reverse merger accounting
method.
All financial statements are made up to 31 December 2019. Where necessary, adjustments are made to the
financial statements of subsidiaries to bring the accounting policies used into line with those used by other
members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are
eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of
an impairment of the asset transferred.
Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are
deconsolidated from the date on which control ceases.
- 36 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
1.3 Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group
and company have adequate resources to continue in operational existence for the foreseeable future. The
Centerra relationship has now ceased and for the time being, the Company will finance its projects purely from
internal resources until new joint venture partners can be found. Dependent on the nature and scope of any
future drill programmes at its Gold project in Scotland, the Company may seek to raise funds in the form of
additional equity from new or existing investors. This will be dependent on general investor sentiment at the
time. While equity market conditions are currently challenging, gold is traditionally seen as a safe-haven
commodity as is illustrated by the recent strong performance of the gold price and many gold-related equities.
The Company had a cash balance of €1.4m at the year end and keeps a tight control over all expenditure. The
Board has also identified areas and measures it can take to further curtail costs if required in the future. Thus,
the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4 Revenue
Revenue is recognised at the fair value of the consideration received or receivable for services provided over
time in the normal course of business and is shown net of VAT and other sales related taxes.
Recognised in revenue are charges that are invoiced to the group's joint venture partner. These are based
upon costs together with management fees incurred in connection with exploration programmes carried out
under joint venture arrangements and in which the group acts as principal. Revenue from providing services
is recognised in the accounting period in which the services are rendered. The execution of exploration
programmes under joint venture funding arrangements is a key component of the strategy of the group.
1.5
Intangible fixed assets other than goodwill
Capitalised Exploration and Evaluation costs
Capitalised Exploration and Evaluation Costs consist of direct costs, licence payments and fixed
salary/consultant costs, capitalised in accordance with IFRS 6 "Exploration for and Evaluation of Mineral
Resources". The group and company recognises expenditure in Exploration and Evaluation assets when it
determines that those assets will be successful in finding specific mineral assets. Exploration and Evaluation
assets are initially measured at cost. Exploration and Evaluation Costs are assessed for impairment when facts
and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. Any
impairment is recognised directly in profit or loss.
1.6 Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of
depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their
useful lives on the following bases:
Plant and equipment
Fixtures and fittings
Computers
25% on cost
25% on cost
25% on cost
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds
and the carrying value of the asset and is recognised in the income statement.
- 37 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
1.7 Non-current investments
In the parent company financial statements, investments in subsidiaries are initially measured at cost and
subsequently measured at cost less any accumulated impairment losses.
1.8
Impairment of non-current assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets
to determine whether there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the
group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Intangible assets not yet ready to use and not yet subject to amortisation are reviewed for impairment whenever
events or circumstances indicate that the carrying value may not be recoverable.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount,
the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in
which case the impairment loss is treated as a revaluation decrease.
1.9 Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held at call with banks.
1.10 Financial assets
Financial assets are recognised in the group's and company's statement of financial position when the group
and company become party to the contractual provisions of the instrument.
Financial assets are classified into specified categories at initial recognition and subsequently measured at
amortised cost, fair value through other comprehensive income, or fair value through profit or loss. The
classification of financial assets at initial recognition that are debt instruments depends on the financial assets
cash flow characteristics and the business model for managing them.
Financial assets are initially measured at fair value plus transaction costs. In order for a financial asset to be
classified and measured at amortised cost, it needs to give rise to cash flows that are "solely payments of
principal and interest SPPI" on the principal amount outstanding.
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest rate method and are
subject to impairment. The group's and company's financial assets at amortised cost comprise trade and other
receivables and cash and cash equivalents.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the
recognition of interest would be immaterial. The effective interest method is a method of calculating the
amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective
interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the
debt instrument to the net carrying amount on initial recognition.
- 38 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that
occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment
have been affected.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or
when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
Financial liabilities
Other financial liabilities
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. They
are subsequently measured at amortised cost using the effective interest method, with interest expense
recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated
future cash payments through the expected life of the financial liability to the net carrying amount on initial
recognition.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or
cancelled.
1.11 Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs.
1.12 Taxation
Income tax represents the sum of current and deferred tax.
Current tax
The tax currently payable is based on taxable profit or loss for the period. Taxable profit or loss differs from net
profit or loss as reported in the income statement because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
group’s and company's liability for current tax is calculated using tax rates that have been enacted or
substantively enacted by the reporting end date.
- 39 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of
assets and liabilities in the financial information and the corresponding tax bases used in the computation of
taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial
recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting
profit.
Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the
deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are
required to be recognised as part of the cost of non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are
received.
Termination benefits are recognised immediately as an expense when the group and company is demonstrably
committed to terminate the employment of an employee or to provide termination benefits.
1.14 Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
- 40 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
1.15 Equity
Share capital
Ordinary shares are classified as equity.
Share premium
Share premium represents the excess of the issue price over the par value on shares issued. Incremental
costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
Merger reserve
A merger reserve was created on purchase of the entire share capital of Erris Resources (Exploration) Ltd
which was completed by way of a share for share exchange and which has been treated as a group
reconstruction and accounted for using the reverse merger accounting method.
Share-based payment reserve
The share-based payment reserve is used to recognise the fair value of equity-settled share-based payment
transactions.
1.16 Share-based payments
Equity-settled share-based payments with employees and others providing services are measured at the fair
value of the equity instruments at the grant date. Fair value is measured by use of an appropriate pricing model.
Equity-settled share-based payment transactions with other parties are measured at the fair value of the goods
and services, except where the fair value cannot be estimated reliably, in which case they are valued at the fair
value of the equity instrument granted.
The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based
on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are
subsequently modified, the fair value of the share-based payment under the original terms and conditions and
under the modified terms and conditions are both determined at the date of the modification. Any excess of
the modified fair value over the original fair value is recognised over the remaining vesting period in addition to
the grant date fair value of the original share-based payment. The share-based payment expense is not
adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an
acceleration of vesting and the amount that would have been recognised over the remaining vesting period is
recognised immediately.
- 41 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
1
Accounting policies
1.17 Foreign exchange
Foreign currency transactions are translated into the functional currency using the rates of exchange prevailing
at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated
in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising
on translation are included in administrative expenses in the income statement for the period.
The financial statements are presented in the functional currency of Euros, since the majority of exploration
expenditure is denominated in this currency.
1.18 Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief
Executive Officer, who is considered to be the group's chief operating decision-maker ('CODM').
1.19 New standards, amendments and interpretations not yet adopted
The following standards and amendments were adopted by the group and company during the year, none of
none of which had a material impact:
•
•
•
IFRS 16 - Leases
Amendments to IFRS 2 - Classification and Measurement of Share-based Payment Transactions; and
Annual improvements to IFRS Standards 2015-2017 Cycle
At the date of approval of these financial statements, the following standards and amendments were in issue
but not yet effective, and have not been early adopted:
•
•
•
•
IFRS 3 amendments - Business Combinations*,
IAS 1 amendments - Presentation of Financial Statements: Classification of Liabilities as Current or
Non-Current*,
IAS 1 & IAS 8 amendments - Definition of Material; and
Amendments to References to the Conceptual Framework in IFRS Standards.
*subject to EU endorsement
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a
material impact on the group or company.
- 42 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
2
Judgements and key sources of estimation uncertainty
In the application of the accounting policies, the directors are required to make judgements, estimates and
assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised where the revision affects only that
period, or in the period of the revision and future periods where the revision affects both current and future
periods.
Critical judgements
The following judgements and estimates have had the most significant effect on amounts recognised in the
financial statements.
Share-based payments
Estimating fair value for share based payment transactions requires determination of the most appropriate
valuation model, which depends on the terms and conditions of the grant. This estimate also requires
determination of the most appropriate inputs to the valuation model including the expected life of the share
option or appreciation right, volatility and dividend yield and making assumptions about them. For the
measurement of the fair value of equity settled transactions with employees at the grant date, the group and
company uses the Black Scholes model.
Impairment of Capitalised Exploration Costs
Group capitalised exploration costs had a carrying value as at 31 December 2019 of €2,002,334 (2018:
€1,745,118). Management tests annually whether capitalised exploration costs have a carrying value in
accordance with the accounting policy stated in note 1.5. Each exploration project is subject to an annual review
either by a consultant or senior company geologist to determine if the exploration results returned to date
warrant further exploration expenditure and have the potential to result in an economic discovery. This review
takes into consideration long-term metal prices, anticipated resource volumes and grades, permitting and
infrastructure as well as the likelihood of on-going funding from joint venture partners. In the event that a project
does not represent an economic exploration target and results indicate that there is no additional upside, or that
future funding from joint venture partners is unlikely, a decision will be made to discontinue exploration.
In 2018, the Directors reviewed the estimated value of each project prepared by management and decided to
impair the value of the Swedish assets to €100,000 in light of Centerra’s decision not to continue with the three
projects under current DPAs. The Directors do believe there remains value in these Swedish assets and are
looking for an appropriate partner to take them forward. The Directors believe that this retained value is
appropriate and accordingly have not impaired the non-material additional costs capitalised during the year to
leave a year end value of these Swedish assets at €107,002 as at 31 December 2019.
The Directors do not believe there is any impairment to the value of the Abbeytown assets in Ireland.
- 43 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
3
Financial Risk and Capital Risk Management
The Group’s and Company's activities expose it to a variety of financial risks: market risk (primarily currency
risks), credit risk and liquidity risk. The overall risk management programme focusses on currency and working
capital management.
Foreign Exchange Risk
The Group and Company operates internationally and is exposed to foreign exchange risk arising from various
currency exposures, namely GBP for its Head Office costs and the value of its shares for fund-raising, Euros
for the majority of its expenditure and the US$ in relation to its agreement with Centerra Gold for the recovery
of costs and management fees. The Group’s Treasury risk management policy is to hold part of its cash
reserves in Euros and to match as promptly as possible its Euro expenditures on Centerra work programmes
to the fund recovery from Centerra that is denominated in US dollars. The balance of funds are held in GBP to
match to its Head Office costs and those incurred on its new Scottish assets.
Credit and Interest Rate Risk
The Group and Company have no borrowings and a low level of trade creditors and have minimal credit or
interest rate risk exposure.
Working Capital and Liquidity Risk
Cashflow and working capital forecasting is performed in the operating entities of the Group and consolidated
at a Group level basis for monthly reporting to the Board. The Directors monitor these reports and rolling
forecasts to ensure the Group has sufficient cash to meet its operational needs. The Board has amended its
policy on cash reserves to maintaining at least a GBP0.5m headroom. The Group has no other material fixed
cost overheads other than Director and employee costs, all of whom are on three month notice period contracts
to ensure the Group has maximum flexibility to amend its operational expenditure.
4
Revenue
An analysis of the Group's revenue is as follows:
Revenue analysed by class of business
Management fees
Group
2019
€
2018
€
17,527
165,216
All the management fees are received from Centerra Gold under the terms of the Strategic Alliance Agreement,
which was terminated in December 2019. There were no unsatisfied performance obligations at 31 December
2019 (2018 : none).
- 44 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
5
Segmental reporting
The Group operates principally in the UK, Ireland, Scotland and Scandinavia, with operations managed on a
project by project basis within each geographical area. Activities in the UK are mainly administrative in nature
whilst the activities in Ireland and Scandinavia relate to exploration and evaluation work. The reports used by
the Board and management are based on these geographical segments.
Revenues
Cost of sales and administrative
expenses
Share based payments charge
Project Impairment
Gain/loss on foreign exchange
Profit/(loss) from operations per
reportable segment
Ireland Scandinavia
2019
€
2019
€
Others
2019
€
UK
2019
€
Total
2019
€
-
17,527
-
-
17,527
(63,326)
-
-
11,527
-
-
-
3,043
(19,698)
-
-
-
(616,940)
-
-
105,700
(699,964)
-
-
120,270
(51,799)
20,570
(19,698)
(511,240)
(562,167)
Reportable segment assets
Reportable segment liabilities
1,912,320
-
128,077
-
-
-
1,495,244
73,778
3,535,641
73,778
Ireland Scandinavia
2018
€
2018
€
Others
2018
€
UK
2018
€
Total
2018
€
Revenues
Cost of sales and administrative
expenses
Share based payments charge
Project Impairment
Gain/loss on foreign exchange
Profit/(loss) from operations per
reportable segment
-
165,216
(124,680)
-
-
(11,425)
-
-
(317,396)
(1,912)
(136,105)
(154,092)
Reportable segment assets
Reportable segment liabilities
1,914,392
27
111,951
3,813
-
-
-
-
-
-
-
-
1,289
166,505
(660,882)
(124,901)
-
(26,753)
(785,562)
(124,901)
(317,396)
(40,090)
(811,247)
(1,101,444)
2,145,002
143,475
4,171,345
147,315
- 45 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
6
Operating loss
Operating loss for the year is stated after charging/(crediting):
Exchange (gains)/losses
Share-based payments
Operating lease charges
Exploration costs expensed
Exploration projects impairment
7
Auditor's remuneration
Fees payable to the company's auditor and associates:
For audit services
Audit of the financial statements of the group and company
Total audit services
For other services
Tax
Corporate tax compliance (parent and subsidiaries)
Total non-audit services
Total audit and non-audit costs
8
Employees
Group
2019
€
2018
€
(120,270)
-
36,598
83,024
-
40,090
124,901
22,477
124,680
317,396
Group
2019
€
2018
€
27,913
22,500
27,913
22,500
-
5,292
16,843
4,000
5,292
20,843
33,205
43,343
The average monthly number of persons (including directors) employed by the group and company during the
year was:
Directors
Employees
Group
2019
Number
2018
Number
Company
2019
Number
2018
Number
5
3
8
6
8
14
5
-
5
6
-
6
- 46 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
8
Employees
Their aggregate remuneration comprised:
Wages and salaries
Social security costs
Pension costs
Group
2019
€
403,081
45,907
6,023
2018
€
858,784
66,508
7,556
Company
2019
€
322,173
37,007
5,635
2018
€
467,649
34,470
4,067
455,011
306,413
364,815
506,186
Aggregate remuneration expenses of the group include €41,781 (2018: €348,678) of costs capitalised and
included within non-current assets. In 2019, €89,808 (2018: €178,495) aggregate remuneration expenses of
the group have been reimbursed by joint venture partners.
Aggregate remuneration expenses of the company include €41,393 (2018: €100,553) of costs capitalised and
included within non-current assets.
Directors remuneration is disclosed in note 29.
9
Finance income
Interest income
Interest on bank deposits
10 Taxation
Current tax
Adjustments in respect of prior periods
Group
2019
€
2018
€
-
1,289
2019
€
30,648
2018
€
-
- 47 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
10 Taxation
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit
or loss and the standard rate of tax as follows:
Loss before taxation
Group
2019
€
2018
€
(562,167)
(1,101,444)
Expected tax credit based on the standard rate of corporation tax in the UK of
19.00% (2018: 19.00%)
Tax effect of expenses that are not deductible in determining taxable profit
Adjustments in respect of prior periods
Unutilised tax losses carried forward
(106,812)
-
30,648
106,812
(209,274)
23,731
-
185,543
Taxation credit for the year
30,648
-
Losses available to carry forward amount to approximately €1,434,000 (2018: €992,000).
- 48 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
11 Earnings per share
Weighted average number of ordinary shares for basic earnings per share
Effect of dilutive potential ordinary shares:
- Weighted average number of outstanding share options
Weighted average number of ordinary shares for diluted earnings per share
Earnings
Continuing operations
Loss for the period from continuing operations
Earnings for basic and diluted earnings per share attributable to equity
shareholders of the company
Earnings per share for continuing operations
Basic and diluted earnings per share (cents)
Basic earnings per share
Diluted earnings per share
2019
Number
2018
Number
31,069,430
31,069,430
3,416,667
4,462,500
34,486,097
35,531,930
€
€
(562,167)
(1,101,444)
(562,167)
(1,101,444)
-
-
(1.71)
(3.54)
(1.71)
(3.54)
There is no difference between the basic and diluted earnings per share for the period ended 31 December
2019 or 2018 as the effect of the exercise of options would be anti-dilutive.
- 49 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
12
Intangible fixed assets
Group
Cost
At 1 January 2018
Additions - group funded
Project impairment
At 31 December 2018
Additions - group funded
At 31 December 2019
Amortisation and impairment
At 1 January 2019
Project impairment
At 31 December 2019
Carrying amount
At 31 December 2019
At 31 December 2018
Ireland
Exploration
and Evaluation
costs
€
Sweden
Exploration
and Evaluation
costs
€
Total
€
750,752
894,366
296,956
120,440
-
1,047,708
1,014,806
-
1,645,118
250,214
417,396
7,002
2,062,514
257,216
1,895,332
424,398
2,319,730
-
-
-
-
(317,396)
-
(317,396)
(317,396)
(317,396)
1,895,332
107,002
2,002,334
1,645,118
100,000
1,745,118
Intangible assets comprise capitalised exploration and evaluation costs (direct costs, licence fees and fixed
salary / consultant costs) of the Ireland Zinc Projects and the Sweden Gold Projects (excluding the amounts
recovered from Centerra Gold as per note 21).
Company
Cost
A 1 January 2018
Additions - group funded
At 31 December 2018
Additions - group funded
At 31 December 2019
Amortisation and impairment
At 21 June 2017 and 1 January 2019
Project impairment
At 31 December 2019
Ireland
Exploration
and Evaluation
costs
€
Sweden
Exploration
and Evaluation
costs
€
-
92,985
92,985
23,902
-
45,816
(45,816)
17,491
Total
€
-
138,801
92,985
41,393
116,887
63,307
180,194
-
-
-
-
(45,816)
-
(45,816)
(45,816)
(45,816)
- 50 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
12
Intangible fixed assets
Carrying amount
At 31 December 2019
At 31 December 2018
13 Property, plant and equipment
Group
Cost
At 1 January 2019 and 31 December 2019
Depreciation and impairment
At 1 January 2019 and 31 December 2019
Carrying amount
At 31 December 2019
116,887
17,491
134,378
92,985
-
92,985
Plant and
equipment
€
Fixtures and
fittings
€
Computers
€
Total
€
2,605
3,307
4,951
10,863
2,605
3,307
4,951
10,863
-
-
-
-
The company had no property, plant and equipment at 31 December 2019 or 31 December 2018.
Depreciation charges of €nil (2018 : €77) have been capitalised and included within intangible exploration and
evaluation costs asset additions for the year.
14 Fixed asset investments
Investments in subsidiaries
Group
2019
€
2018
€
Company
2019
€
2018
€
-
-
169,090
169,090
Notes
15
Investments in subsidiaries are recorded at cost, which is the fair value of the consideration paid.
- 51 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
14 Fixed asset investments
Movements in non-current investments
Company
Cost or valuation
At 1 January 2019 and 31 December 2019
At 31 December 2019
Carrying amount
At 31 December 2019
At 31 December 2018
15 Subsidiaries
Shares in group
undertakings
€
169,090
169,090
169,090
169,090
Details of the company's subsidiary at 31 December 2019 are as follows:
Name of undertaking
Registered
office
Nature of
business
Erris Resources (Exploration) Ltd United Kingdom Exploration
Exploration
Erris Zinc Limited
Exploration
Tulivuori Exploration OY
Ireland
Finland
Class of
shares
held
Ordinary
Ordinary
Ordinary
% Held
Direct
Indirect
100.00
100.00
100.00
-
-
-
On 1 December 2017, Erris Resources Plc acquired the entire issued share capital of Erris Resources
(Exploration) Ltd by way of a share for share exchange. This transaction has been treated as a group
reconstruction and accounted for using the reverse merger accounting method.
The registered office address of Erris Resources (Exploration) Ltd is 29-31 Castle Street, High Wycombe,
Bucks, HP13 6RU.
On 26 February 2018, Erris Resources Plc acquired the entire issued share capital of Erris Zinc Limited on
incorporation. Erris Zinc Limited is a company registered in Ireland.
The registered office address of Erris Zinc Limited is The Bungalow, Newport Road, Castlebar, Co. Mayo.
F23YF24.
On 12 December 2018, Erris Resources (Exploration) Ltd acquired the entire issued share capital of Tulivuori
Exploration OY shortly after incorporation. Tulivuori Exploration OY is a company registered in Finland and
was renamed Erris Finland. In January 2020, the directors of Erris decided to cease exploration in Finland
and accordingly have started the process of winding up this company.
The registered office address of Tulivuori Exploration OY is c/o Bokforingsbyra Mattans AB, Storalanggatan
57 A 11, 65100 Vasa, Finland,
- 52 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
16 Financial instruments
Financial assets at amortised cost
Trade and other receivables
Cash and bank balances
Financial liabilities at amortised cost
Borrowings
Trade and other payables
17 Trade and other receivables
Amounts falling due within one year:
Amounts owed by group undertakings
Other receivables
Prepayments and accrued income
Group
2019
€
2018
€
Company
2019
€
2018
€
36,030
1,497,277
59,334
2,366,893
1,457,929
1,453,687
1,294,319
2,109,313
1,533,307
2,426,227
2,911,616
3,403,632
-
43,130
-
116,667
-
38,404
-
51,449
43,130
116,667
38,404
51,449
Group
2019
€
-
14,340
21,690
2018
€
-
39,884
19,450
Company
2019
€
2018
€
1,430,110
6,129
21,690
1,261,369
13,500
19,450
36,030
59,334
1,457,929
1,294,319
The carrying amounts of the Group and Company's trade and other receivables are denominated in the
following currencies:
Euros
Other currencies
18 Trade and other receivables - credit risk
Group
2019
6,903
29,127
2018
23,645
35,689
Company
2019
-
1,457,929
2018
-
1,294,319
36,030
59,334
1,457,929
1,294,319
Fair value of trade and other receivables
The directors consider that the carrying amount of trade and other receivables is equal to their fair value.
No significant balances are impaired at the reporting end date.
- 53 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
19 Trade and other payables
Trade payables
Other payables
Accruals and deferred income
Group
2019
€
2,666
-
40,464
2018
€
14,635
687
97,551
Company
2019
€
2,666
-
35,738
2018
€
13,909
-
37,540
43,130
112,873
38,404
51,449
In the previous period, the majority of the accruals related to work done on the underground drilling at
Abbeytown, but only invoiced in January 2019.
The carrying amounts of the Group and Company's current liabilities are denominated in the following
currencies:
Euros
Other currencies
Group
2019
200
42,930
2018
56,244
56,629
Company
2019
-
38,404
2018
-
51,449
43,130
112,873
38,404
51,449
- 54 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
20 Amounts owed to Strategic Alliance partner
Amounts owing to Centerra Gold Inc
-
3,794
-
Group
2019
€
2018
€
Company
2019
€
2018
€
-
On 1 January 2016, the company entered into a strategic alliance with Centerra Gold to explore for gold in
Sweden and subsequently expanded into Finland in 2019. Under the terms of this agreement, Centerra had
the right to make an election ("Election") in respect of any or all of the designated project areas ("DPA" or
"DPAs") in the AOI and on any rights subsequently acquired by Erris during the first two years after initial grant
of the permit. Over the course of the agreement, Centerra funded generative exploration on more than 30
exploration permits and drilling on three DPAs at Brannberg, Klippen and Karingberget. During this time, the
total expenditure on Centerra Gold projects was approximately US$3.4M on which Erris earned consultancy
fees of 10% for managing this exploration work. In the year to 31 December 2018, Centerra made the decision
not to proceed further with any of the three DPAs. In the year to 31 December, Centerra continued with its
generative exploration in Sweden and Finland. In December 2019, Centerra decided to terminate this Strategic
Alliance and both parties agreed that no amounts remain outstanding by either side. All rights and information
relating to this exploration work remains the property of Erris.
During the period, Centerra has spent a total of €222,155 (2018: €1,496,375), comprising reimbursed costs of
€204,628 (2018: €1,331,159) and paid management fees of €17,527 (2018: €165,216).
A summary of the funding received from and costs incurred on behalf of Centerra is analysed as follows:
Year ended 31 December 2019
Funding from
Centerra
Exploration
expenditure
Generative Sweden
Generative Finland
Klippen
Käringberget
Brännberg
€
42,245
175,382
-
-
-
€
40,813
163,081
-
-
-
Management
and
consultancy
fees
€
2,728
14,799
-
-
-
Net
€
(1,296)
(2,498)
-
-
-
217,627
203,894
17,527
(3,794)
Year ended 31 December 2018
Funding from
Centerra
Exploration
expenditure
Generative Sweden
Generative Finland
Klippen
Käringberget
Brännberg
€
175,445
2,498
516,384
161,341
577,036
€
202,566
-
464,585
139,490
522,020
Management
and
consultancy
fees
€
51,129
-
46,403
15,522
52,162
Net
€
(78,250)
2,498
5,396
6,329
2,854
1,432,704
1,328,661
165,216
(61,173)
- 55 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
21 Retirement benefit schemes
Defined contribution schemes
2019
€
2018
€
Charge to profit or loss in respect of defined contribution schemes
6,268
4,113
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are
held separately from those of the group in an independently administered fund.
22 Share Options
Movements in the number of share options outstanding and their related weighted average exercise prices are
as follows:
Year ended 31 December 2019 Year ended 31 December 2018
Average
Exercise Price
in £ per Share
Average
Exercise Price
in £ per Share
Options
Number
Options
Number
At beginning of the period
Granted
Lapsed
£0.094
-
£0.085
3,550,000
-
(400,000)
£0.084
-
£0.092
4,500,000
-
(950,000)
At end of period
£0.094
3,150,000
£0.094
3,550,000
Exerciseable at the period end
3,150,000
3,550,000
Weighted average remaining exercise period, years
2.96
3.48
No new options were issued during the year and included within the lapsed number for the year were 100,000
Options due to Andrew Partington. Share options outstanding at the end of the period have the following expiry
dates and exercise prices:
Issue Date No of options Exercise Price
Expiry Date
01/03/2014
18/05/2015
01/02/2017
21/12/2017
950,000
300,000
800,000
1,100,000
£0.08
£0.10
£0.10
£0.10
21/12/2022
21/12/2022
21/12/2022
21/12/2022
3,150,000
£0.094
- 56 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
23 Share-based payment transactions
The Directors believe that the success of the Group will depend to a significant degree on the performance of
the Group's senior management team. The Directors also recognise the importance of ensuring that the
management team are well motivated and identify closely with the success of the Group.
Accordingly, the Company has adopted the Share Option Plan which includes Options granted on admission
and which replace the options in the capital of the subsidiary held by certain Existing Shareholders and others.
The Options will expire after a maximum period of 5 years.
The Share Option Plan also includes Options which have been granted to the Directors as part of the terms of
their appointment.
Expenses recognised in the year
Arising from equity settled share-based
payment transactions
24 Share capital
Ordinary share capital
Issued and fully paid
31,069,430 ordinary shares of 1p each
Group
2019
€
2018
€
Company
2019
€
2018
€
-
124,901
-
124,901
Group and company
2018
€
2019
€
351,133
351,133
351,133
351,133
The Group's share capital is issued in £ but is converted into the functional currency of the Group (Euros) at
the date of issue of the shares.
25 Other reserves
Group
At 1 January 2018
Additions
At 31 December 2018
Additions
Transfer of lapsed share options
Merger
reserve
€
Share based
payment
reserve
€
688,732
-
688,732
-
-
138,644
-
138,644
-
(16,299)
Total
€
827,376
-
827,376
-
(16,299)
At 31 December 2019
688,732
122,345
811,077
A merger reserve was created on purchase of the entire share capital of Erris Resources (Exploration) Ltd
which was completed by way of a share for share exchange and which has been treated as a group
reconstruction and accounted for using the reverse merger accounting method.
- 57 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
26 Retained earnings
Group
2019
€
2018
€
Company
2019
€
2018
€
At the beginning of the year
Loss for the year
Share based payment transactions (net)
(1,305,524)
(531,519)
16,299
(261,292)
(1,101,444)
57,212
(1,026,564)
(437,578)
-
(436,589)
(647,187)
57,212
At the end of the year
(1,820,744)
(1,305,524)
(1,464,142)
(1,026,564)
27 Financial commitments, guarantees and contingent liabilities
On 13 October 2016, the Company entered into an asset purchase agreement with Beowulf Mining Sweden AB
(“Beowulf”) pursuant to which the Company purchased exploration rights for the areas known as Grundsträsk
nr 6 and Grundträsk nr 7 (together with all information relating thereto) from Beowulf. The consideration of
US$200,000 will become payable subject to the Company announcing JORC indicated resource of 100,000
troy ounces of gold, together with a further amount of $2 per troy ounce on the announcement of indicated
resource subject to a JORC indicated resource of at least 1 million troy ounces. Pursuant to this agreement,
the Company is obliged to grant to Beowulf a royalty under which it is paid 1 per cent. of the net smelting
revenue generated by the Company on any gold produced from the property. This royalty shall continue
indefinitely unless the Company “buys out” the royalty by payment of US$2,000,000 to Beowulf. Whilst the
Directors acknowledge this contingent liability, at this stage, it is not considered that the outcome can be
considered probable or reasonably estimable and hence no provision has been made in the financial
statements.
In addition, the Company was obliged to abide by the terms of the “2003 Data Access Agreement” which was
entered into between Beowulf, the Scanex Group (“Scanex”) and Mirab Mineral Resources AB (“Mirab”) on 14
November 2003 for a period of 15 years. Pursuant to the terms of this agreement, Scanex and Mirab provided
Beowulf with data relating to past mining exploration in return for the granting by Beowulf of a royalty to Scanex
and Mirab for 1 per cent. of the net smelting revenue generated by Beowulf in relation to the area known as
Grundträsk. Since the 15 years of this agreement has now expired, the Company considers that its requirement
to honour this royalty has also expired.
- 58 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
28 Events after the reporting date
On 15 January 2020, the Company announced that it had successfully completed its due diligence on the Loch
Tay Project and issued the required Option Notice to GreenOre Plc to exercise its Option Agreement.
On 18 March 2020, the Company decided to put its Finnish subsidiary, Tulivouri, into liquidation as the Company
no longer intends to continue with exploration in that country.
The assessment of the COVID-19 situation will need continued attention and will evolve over time. In our view,
COVID-19 is considered to be a non-adjusting post statement of financial position event and no adjustment is
made in the financial statements as a result. The rapid development and fluidity of the COVID-19 virus make it
difficult to predict the ultimate impact at this stage. Undoubtedly, this will have some implications for the
operations of the Group in the future, for example through restricting travel movements internationally and
domestically and therefore delaying exploration activities. Due to the nature of present activities, the impact has
been minimal. Management will continue to assess the impact of COVID-19 on the Group and Company,
however, it is not possible to quantify the impact, if any, at this stage.
- 59 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
29 Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
M A Du Plessis
Mr O C Rifaat
Mr J Martin
Mr G Brown
Mr J D Taylor-Firth
Mr A J Partington
Mr M A Marr-Johnson
2019
Remuneration Share Option
Charge
€
€
2018
Remuneration Share Option
Charge
€
€
152,688
68,710
41,226
27,484
27,484
4,581
-
322,173
-
-
-
-
-
-
-
-
4,707
67,778
46,315
32,759
27,111
28,522
135,555
-
48,836
10,853
10,853
10,853
10,853
32,653
342,747
124,901
Transactions with related parties
During the year the group entered into the following transactions with related parties:
Group
Strategic Alliance partner
Key management personnel
Company
Key management personnel
Consultancy and expenses
2018
€
2019
€
Management fees
2018
€
2019
€
-
71,690
-
77,404
17,256
-
165,216
-
69,364
70,140
-
-
Aggregate consultancy and expenses include €4,640 (2018: €42,421) of costs capitalised and included within
non-current assets and €24,435 (2018: €24,424) of costs reimbursed by joint venture partners. There were no
amounts outstanding at the year end.
Strategic Alliance arrangements with Centerra Gold are disclosed in note 11. During the period, Centerra
reimbursed costs of €222,155 (2018 : €1,331,159) and paid management fees of € 17,527 (2018 : €165,2016).
As at 31 December 2019, there were no outstanding debtor or creditor balances with Centerra Gold (2018:
liability of £3,794) as the joint venture relationship has terminated.
- 60 -
ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
29 Related party transactions (continued)
The following amounts were outstanding at the reporting end date:
Amounts owed to related parties
Group
Strategic Alliance partner
Company
Strategic Alliance partner
Key management personnel
The following amounts were outstanding at the reporting end date:
Amounts owed by related parties
Group
30 Cash (used in)/generated from group operations
Loss for the year after tax
Adjustments for:
Taxation credited
Investment income
Amortisation and impairment of intangible assets
Equity-settled share-based payment expense
Movements in working capital:
Decrease in trade and other receivables
(Decrease) in trade and other payables
Cash used in operations
2019
€
-
-
-
-
2018
€
3,794
3,794
-
-
2019
Balance
€
2018
Balance
€
2019
€
2018
€
(531,519)
(1,101,444)
(30,648)
-
-
-
-
(1,289)
317,396
124,901
24,035
(69,743)
84,440
(128,960)
(607,875)
(704,956)
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ERRIS RESOURCES PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
31 Cash (used in) / generated from operations - company
Loss for the year after tax
Adjustments for:
Investment income
Equity-settled share-based payment expense
Movements in working capital:
(Increase) in trade and other receivables
(Decrease) in trade and other payables
Cash used in operations
2019
€
2018
€
(437,578)
(647,187)
-
-
(1,289)
124,901
(163,611)
(13,044)
(1,127,254)
(170,360)
(614,233)
(1,821,189)
- 62 -