TIDMAYM
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
FOR IMMEDIATE RELEASE
LEI: 213800X8BO8EK2B4HQ71
11 March 2022
Anglesey Mining plc
('Anglesey' or the 'Company')
APPIX TO SCHEDULE ONE ANNOUNCEMENT
Further information relating to Anglesey Mining plc in connection with the
proposed admission of its ordinary shares to trading on AIM
Further to the announcement made at 17:57 on 9 March 2022, the London Stock
Exchange has this morning published the correct Schedule One announcement. This
Appendix has been prepared in accordance with the requirements of Rule 2 of,
and Schedule One (including the Supplement to Schedule One for a quoted
applicant) to, the AIM Rules that, for a quoted applicant, all information that
is equivalent to that required for an 'admission document' which is not
currently public shall be made public. Information which is public includes,
without limitation, all information available in respect of the Company
accessed at the London Stock Exchange (available at www.londonstockexchange.com
), all information available in respect of the Company on the FCA's National
Storage Mechanism (available at https://data.fca.org.uk/#/nsm/
nationalstoragemechanism), all information available in respect of the Company
at the website of Companies House at www.companieshouse.gov.uk, all information
available on the Company's website (https://www.angleseymining.co.uk/) and the
contents of this Appendix (together comprising the "Company's Public Record").
AIM
AIM is a market designed primarily for emerging or smaller companies to which a
higher investment risk tends to be attached than to larger or more established
companies. AIM securities are not admitted to the Official List of the FCA.
A prospective investor should be aware of the risks of investing in such
companies and should make the decision to invest only after careful
consideration and, if appropriate, consultation with an independent financial
adviser.
Each AIM company is required pursuant to the AIM Rules to have a nominated
adviser. The nominated adviser is required to make a declaration to the London
Stock Exchange on admission in the form set out in Schedule Two to the AIM
Rules for Nominated Advisers.
The London Stock Exchange has not itself examined or approved the contents of
this document.
Nominated Adviser and Brokers
J&E Davy ("Davy"), which is authorised and regulated in Ireland by the Central
Bank of Ireland, is acting exclusively as nominated adviser and broker to the
Company in connection with the proposed AIM Admission and will not be
responsible to any person other than the Company for providing the protections
afforded to its customers or for advising any other person on the contents of
this Appendix or in connection with the proposed AIM Admission. The
responsibilities of Davy as the Company's nominated adviser under the AIM Rules
and the AIM Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or to any Director or to any other
person in respect of such person's decision to acquire shares in the Company in
reliance on any part of this Appendix. Davy does not accept any responsibility
whatsoever for the contents of this Appendix, and no representation or
warranty, express or implied, is made by Davy with respect to the accuracy or
completeness of this Appendix or any part of it. No representation or warranty,
express or implied, is made by Davy as to any of the contents of this Appendix
and Davy has not authorised the contents of any part of this Appendix and
accepts no liability whatsoever for the accuracy of any information or opinions
contained in this Appendix or for the omission of any material information from
this Appendix for which the Company and the Directors are solely responsible.
Responsibility
The Company and the Directors, whose names and functions appear on pages 2 and
3 of this Appendix, accept responsibility, individually and collectively, for
the information contained in this Appendix including individual and collective
responsibility for compliance with the AIM Rules. To the best of the knowledge
and belief of the Directors (having taken all reasonable care to ensure that
such is the case), the information contained in this Appendix, for which they
are responsible, is in accordance with the facts and does not omit anything
likely to affect the import of such information.
DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS
Directors John Kearney (Chairman)
Bill Hooley (Deputy Chairman)
Jonathan Battershill (Chief Executive Officer)
Howard B. Miller (Non-Executive Director)
Danesh Varma (Finance Director)
Andrew King (Independent Non-Executive Director)
Namrata Verma (Independent Non-Executive
Director)
Company Secretary Danesh Varma
Registered Office Anglesey Mining plc
Tower Bridge House
St. Katharine's Way
London
E1W 1DD
United Kingdom
Broker and Nominated Adviser J&E Davy
Davy House
49 Dawson Street
Dublin 2
Ireland
Legal Advisers to the Company DLA Piper UK LLP
1 St Peter's Square
Manchester
M2 3DE
United Kingdom
Auditors Mazars LLP
Tower Bridge House
St. Katharine's Way
London
E1W 1DD
United Kingdom
Registrar Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DU
United Kingdom
Geological and Mining Consultants Micon International Limited
Suite 10, Keswick Hall
Keswick
Norwich
NR4 6TJ
DEFINITIONS
The definitions set out below apply throughout this document unless the context
requires otherwise.
"2019 Annual Report the Company's annual report and accounts for the year ended
& Accounts" 31 March 2019;
"2020 Annual Report the Company's annual report and accounts for the year ended
& Accounts" 31 March 2020;
"2021 Annual Report the Company's annual report and accounts for the year ended
& Accounts" 31 March 2021;
"2021 Interim the Company's interim report and accounts for the six
Report & Accounts" months ended 30 September 2021;
"AIM" AIM, a market operated by the London Stock Exchange;
"AIM Admission" the admission of the Ordinary Shares to trading on AIM
becoming effective in accordance with the AIM Rules;
"AIM Rules" the "AIM Rules for Companies" published by the London Stock
Exchange from time to time;
"Anglesey" or the Anglesey Mining plc, a company incorporated in England and
"Company" Wales with registered number 1849957;
"Appendix" this document;
"Articles of the articles of association of the Company, as amended from
Association" time to time;
"Board" the board of directors of the Company;
"Companies Act" the Companies Act 2006, as amended, modified or re-enacted
from time to time;
"Company's Public information which is in the public domain and which
Record" includes, without limitation, all information available in
respect of the Company accessed at the London Stock
Exchange, all information available in respect of the
Company on the FCA's National Storage Mechanism and all
information available in respect of the Company at the
website of Companies House at www.companieshouse.gov.uk/
and all information available on the Company's website at
www.angleseymining.co.uk;
"Davy" J&E Davy;
"Delisting" the proposed cancellation of the listing of the Company's
Ordinary Shares on the Official List and from trading on
the London Stock Exchange's main market for listed
securities;
"Directors" means the directors of the Company at the date of this
document and "Director" means any one of them;
"Euroclear" Euroclear UK & Ireland Limited;
"FCA" or "Financial the Financial Conduct Authority of the United Kingdom or
Conduct Authority" any successor body or bodies carrying out the functions
currently carried out by the Financial Conduct Authority;
"FSMA" the Financial Services and Markets Act 2000, as amended;
"GDPR" the EU General Data Protection Regulation (EU) 2016/679;
"Group" the Company together with its subsidiaries and subsidiary
undertakings;
"IFRS" International Financial Reporting Standards as adopted for
use by the EU;
"London Stock London Stock Exchange plc or its successor(s);
Exchange"
"Nominated Adviser the agreement dated 9 March 2022 entered into between the
& Broker Agreement" Company and Davy, details of which are set out in paragraph
10.1 of this Appendix;
"Official List" the list maintained by the UK Listing Authority in
accordance with section 74(1) of FSMA for the purpose of
Part VI of FSMA;
"Ordinary Shares" ordinary shares of 1 pence each in the capital of the
Company;
"pounds" or "£" or means the lawful currency of the United Kingdom;
"pound sterling"
"QCA Code" the corporate governance code for small and mid-size
companies issued by the Quoted Company Alliance, as amended
from time to time;
"Reference Date" 10 March 2022, the latest practicable date prior to
publication of this document;
"Registrar" Link Asset Services;
"Schedule One the announcement by the Company pursuant to Rule 2 and
Announcement" Schedule One to the AIM Rules for Companies, to which this
Appendix is attached, in connection with AIM Admission;
"shareholder(s)" means holder(s) of Ordinary Shares;
"subsidiary" has the meaning given in section 1159 of the Companies Act;
"subsidiary has the meaning given in section 1162 of the Companies Act;
undertaking"
"Takeover Code" the City Code on Takeovers and Mergers issued by the
Takeover Panel, as amended from time to time;
"Takeover Panel" the Panel on Takeovers and Mergers;
"United Kingdom" or the United Kingdom of Great Britain and Northern Ireland;
"UK"
INFORMATION relating TO ANGLESEY MINING PLC
1. Information and status on the company
1.1 The Company was incorporated and registered in England and Wales
under the Companies Act 2006 with registration number 1849957 with the name
Peakneat Limited on 21 September 1984. The Company changed its name to Anglesey
Mining PLC on 12 November 1984.
1.2 The principal legislation under which the Company operates and which
the Ordinary Shares have been, and the new Ordinary Shares will be, issued is
the Companies Act and regulations made thereunder. The Company is a public
limited company and, accordingly, the liability of its members is limited to
the amount paid up or to be paid up on their shares.
1.3 The Company is domiciled in the United Kingdom.
1.4 The business of the Group is the development of mineral properties
and its principal activity is exploring and developing its wholly owned Parys
Mountain zinc, lead and copper project in North Wales.
1.5 The legal entity identifier of the Company is 213800X8BO8EK2B4HQ71.
1.6 The Company is the holding company for a number of subsidiaries. The
Company's principal subsidiaries and its ownership interests are as follows:
Name of subsidiary Country of Percentage of Share Capital
Incorporation held
Parys Mountain Land Limited England & Wales 100
Parys Mountain Heritage England & Wales 100
Limited
Parys Mountain Mines Limited England & Wales 100
Angmag AB Sweden 100
2. Share capital of the company
2.1 The Company does not have an authorised share capital and does not
place any limit on the number of shares which the Company may issue.
2.2 The issued fully paid up share capital of the Company as at (i) the
Reference Date; and (ii) the date of the AIM Admission is 248,070,732 Ordinary
Shares with an aggregate nominal value of £2,480,707.32.
2.3 All Ordinary Shares in the capital of the Company are created under
the Companies Act, registered and may be held in either certificated or
uncertificated form.
2.4 The ISIN number for the Ordinary Shares is GB0000320472.
2.5 The Company's Ordinary Shares are currently admitted to listing on
the FCA's Official List (premium listing segment) and to trading on the London
Stock Exchange's Main Market, having first been so admitted on 18 May 1988.
Application will be made to the London Stock Exchange for the Ordinary Shares
to be admitted to trading on AIM. It is expected that AIM Admission will become
effective and that trading in Ordinary Shares will commence on AIM on or around
8 April 2022 and that admission of the Ordinary Shares to listing on the FCA's
Official List (premium listing segment) and to trading on the London Stock
Exchange's Main Market will simultaneously be cancelled on the same date. The
Ordinary Shares will not be admitted to trading on any other investment
exchange.
2.6 As at the Reference Date, no Ordinary Shares were held by or on
behalf of the Company.
2.7 As at the Reference Date, the Company also had 21,529,451 Deferred A
Shares and 116,241,384 Deferred B Shares in issue, however these shares do not
carry any rights to vote.
2.8 No person has any rights to purchase the unissued share capital of
the Company.
2.9Further information on the share capital of the Company is set out in the
Company's Public Record.
3. Articles of association
3.1 The Articles of Association of the Company adopted pursuant to a
resolution passed at the annual general meeting of the Company held on 24
September 2010 contain, among others, provisions to the following effect.
Objects
The objects of the Company are unrestricted.
Limited Liability
The liability of the Company's members is limited to the amount, if any, unpaid
on the shares in the Company held by them.
Share Rights
Subject to any rights attached to existing shares, shares may be issued with
such rights and restrictions as the Company may by ordinary resolution decide,
or (if there is no such resolution or so far as it does not make specific
provision) as the board may decide. Such rights and restrictions shall apply as
if they were set out in the Articles of Association. Redeemable shares may be
issued, subject to any rights attached to existing shares. The board may
determine the terms and conditions and the manner of redemption of any
redeemable share so issued. Such terms and conditions shall apply to the
relevant shares as if they were set out in the Articles of Association.
Voting Rights
Subject to special rights and restrictions as to voting attached to any class
of shares by or in accordance with the Articles of Association, on a vote on a
resolution:
(a)on a show of hands every member present in person has one vote and every
proxy present who has been duly appointed by one or more members will have one
vote, except that if a shareholder votes in person on a resolution then, as
regards that resolution, his proxy shall have no vote; and a proxy shall have
one vote for and one vote against if the proxy has been duly appointed by more
than one member and the proxy has been instructed by one or more members to
vote for and by one or more other members to vote against or by one or more
members to vote in the same way (whether for or against) and one or more of
those members has permitted the proxy discretion as to how to vote; and
(b) on a poll every member has one vote per share held by him and he may vote
in person or by one or more proxies.
This is subject to any special terms as to voting which are given to any shares
or on which shares are held. In the case of joint holders of a share the vote
of the senior who tenders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the votes of the other joint holders and, for this
purpose, seniority shall be determined by the order in which the names stand in
the register in respect of the joint holding.
Restrictions
Unless the board decides otherwise, no member shall be entitled to vote at any
general meeting or class meeting in respect of any share held by him if any
call or other sum then payable by him in respect of that share remains unpaid.
Dividends and Other Distributions
The Company may by ordinary resolution from time to time declare dividends not
exceeding the amount recommended by the board. Subject to the Companies Act,
the board may pay interim dividends, and also any fixed rate dividend, whenever
the financial position of the Company, in the opinion of the board, justifies
its payment.
Except insofar as the rights attaching to, or the terms of issue of, any share
otherwise provide, all dividends shall be declared and paid according to (i)
amounts paid up on the shares in respect of which the dividend is declared and
paid, but no amount paid up on a share in advance of a call may be treated as
paid up on the share; and (ii) the terms on which any share is allotted that
provide that such share shall be entitled to a dividend as if the nominal
amount of it were fully or partly paid from a particular date (in the past or
the future). Except as set out above, dividends may be declared or paid in any
currency.
No dividend or other monies payable by the Company on or in respect of any
share shall carry a right to receive interest from the Company, unless
otherwise provided by the rights attached to the shares.
Variation of Rights
Subject to the Companies Act, rights attached to any class of shares may be
varied with the written consent of the holders of not less than three-fourths
in nominal value of the issued shares of that class, or with the sanction of a
special resolution passed at a separate general meeting of the holders of those
shares validly held in accordance with the provisions of these articles, but
not otherwise.
The rights conferred upon the holders of any shares shall not, unless otherwise
expressly provided in the rights attaching to those shares, be deemed to be
varied by the creation or issue of further shares ranking pari passu with them
or by the purchase or redemption by the Company of its own shares.
Transfer of Shares
Subject to the Articles of Association, any member may transfer all or any of
his certificated shares by an instrument of transfer in writing in any usual
form or in any other form which the board may approve. The instrument of
transfer must be signed by or on behalf of the transferor and (in the case of a
partly-paid share) the transferee.
The transferor of a share is deemed to remain the holder until the transferee's
name is entered in the register.
The board can decline to register any transfer of any share which is not a
fully-paid share or the transfer of a share on which the Company has a lien.
The board may also decline to register a transfer of a certificated share
unless the instrument of transfer:
(a) is duly stamped (if required);
(b) is in respect of only one class of share;
(c) is in favour of (as the case may be) a single transferee or renouncee or
not more than four joint transferees or renouncees; and
(d) is delivered for registration to the office or such other place as the
board may decide, accompanied by the certificate for the shares to which it
relates and such other evidence as the board may reasonably require.
General Meetings
The board may convene a general meeting of the Company whenever it thinks fit.
If the board, in its absolute discretion, considers that it is impractical or
undesirable for any reason to hold a general meeting on the date or at the time
or place specified in the notice calling the general meeting, it may postpone
the meeting to another date, time and place.
No business shall be transacted at any general meeting unless a quorum of two
shareholders is present in person or by proxy and entitled to vote. The absence
of a quorum shall not preclude the appointment of a chairman of the meeting in
accordance with the provisions of these articles, which shall not be treated as
part of the business of the meeting.
Directors
(a) Number of directors
There is no maximum number of directors, but the minimum number of directors is
three.
(b) Directors' shareholding qualification
A director is eligible for appointment or reappointment if he is recommended by
the board or proposed by a notice from a shareholder entitled to attend and
vote at the meeting for appointment or reappointment.
(c) Appointment of directors
Directors may be appointed by the Company by ordinary resolution or by the
board. A director appointed by the board holds office only until the next
annual general meeting of the Company and shall not retire by rotation at such
meeting.
(d) Retirement of directors
At every annual general meeting one third of the directors who are subject to
retirement by rotation or, if their number is not three or a multiple of three,
the number nearest to but not less than one third, shall retire from office
provided that if there are fewer than three directors who are subject to
retirement by rotation, one shall retire from office.
If any one or more directors who have been a director at each of the preceding
two annual general meetings of the Company:
(i)was not appointed or reappointed at either such general meeting; and
(ii) has otherwise ceased to be a director (whether by resignation, retirement,
removal or otherwise) and was not reappointed by general meeting of the Company
at or since either such annual general meeting,
he or they shall retire from office and shall be counted in obtaining the
number required to retire at the meeting.
(e) Removal of directors by ordinary resolution
The Company may by ordinary resolution remove any director before the
expiration of his period of office.
(f) Vacation of office
The office of a director shall be vacated if:
(i) he resigns by notice delivered to the secretary at the office or tendered
at a board meeting;
(ii) he is prohibited by a law from being a director;
(iii) he ceases to be a director by virtue of the Companies Act;
(iv) he is removed from office pursuant to the Company's Articles of
Association.
(v) he becomes bankrupt or compounds with his creditors generally;
(vi) a registered medical practitioner writes an opinion to the company stating
that he has become physically and mentally incapable of acting as a director;
(vii) he is or has been suffering from mental ill health and a court makes an
order which wholly or partly prevents him from personally exercising any powers
or rights which he would otherwise have;
(viii) he and his alternate director (if any) are absent without the permission
of the board from meetings of the board for six consecutive months and the
board resolves that his office is vacated; or
(ix) he is removed from office by a notice addressed to him at his last known
address and signed by all his co-directors.
If the office of a director is vacated for any reason, he must cease to be a
member of any committee of the board.
(g) Alternate director
Any director may appoint as his alternate director (i) another director; or
(ii) another person approved by the board and willing to act, and may at his
discretion remove such alternate director. If the alternate director is not
already a director, the appointment, unless previously approved by the board,
shall have effect only upon and subject to being so approved.
(h) Proceedings of the Board
Subject to the provisions of the Articles of Association, the board may meet
for the despatch of business, adjourn and otherwise regulate meetings as it
thinks fit. Any director may summon a board meeting at any time by notice
served on the members of the board. The quorum necessary for the transaction of
the business of the board may be fixed by the board and, unless so fixed at any
other number, shall be two. A meeting of the board at which a quorum is present
shall be competent to exercise all the powers, authorities and discretions
vested in or exercisable by the board.
Questions arising at any meeting of the board shall be determined by a majority
of votes. In the case of an equality of votes the chairman of the meeting shall
have a second or casting vote.
All or any of the members of the board may participate in a meeting of the
board by means of a conference telephone or any communication equipment which
allows all persons participating in the meeting to speak to and hear each
other. A person so participating shall be deemed to be present at the meeting
and shall be entitled to vote and to be counted in the quorum.
A resolution in writing signed by all the directors who are at the relevant
time entitled to receive notice of a board meeting and who would be entitled to
vote on the resolution at a board meeting shall be as valid and effective for
all purposes as a resolution duly passed at a meeting of the board (or
committee).
The board may delegate any of its powers, authorities and discretions to a
committee. The meetings and proceedings of any committee consisting of two or
more members shall be governed by the provisions contained in the Articles of
Association for regulating the meetings and proceedings of the board so far as
the same are applicable and are not superseded by any regulations imposed by
the board.
(i) Remuneration of directors
Each of the executive directors (but not alternate directors) shall be paid a
fee at such rate as may from time to time be determined by the board, and may
be either a fixed sum of money, or may altogether or in part be governed by
business done or profits made or otherwise determined by the board.
Each director may be paid his reasonable travelling, hotel and incidental
expenses of attending meetings of the board, or committees of the board or of
the Company or any other meeting which as a director he is entitled to attend
and shall be paid all other costs and expenses properly and reasonably incurred
by him in the conduct of the Company's business or in the discharge of his
duties as a director.
(j) Pensions and gratuities for directors
The board may exercise the powers of the Company to provide pensions or other
retirement or superannuation benefits and to provide death or disability
benefits or other allowances or gratuities (by insurance or otherwise) for a
person who is or has at any time been a director of (i) the Company; (ii) a
company which is or was a subsidiary undertaking of the Company; (iii) a
company which is or was allied to or associated with the Company or a
subsidiary undertaking of the Company; or (iv) a predecessor in business of the
Company or of a subsidiary undertaking of the Company, (or in each case, for
any member of his family, including a spouse or former spouse or a person who
is or was dependent on him).
(k) Directors' interests
The board may authorise any matter which would otherwise involve a director
breaching his duty under the Companies Act to avoid conflicts of interest.
The board may give any such authorisation upon such terms as it thinks fit and
may revoke or vary such authority at any time.
Subject to the provisions of the Companies Act, and provided he has declared
the nature and extent of his interest to the board as required by the Companies
Act, a director may:
(i) be party to, or otherwise interested in, any transaction or arrangement
with the Company or in which the Company has a direct or indirect interest;
(ii) act by himself or through a firm with which he is associated in a
professional capacity for the Company or any other company in which the Company
may be interested (otherwise than as auditor);
(iii) be a director or other officer of, or employed by or a party to a
transaction or arrangement with, or otherwise be interested in any body
corporate in which the Company may be interested, and a director shall not, by
reason of his office, be accountable to the Company for any remuneration or
other benefit realised by reason of having an interest permitted as described
above or by reason of having a conflict of interest authorised by the board and
no contract shall be liable to be avoided on the grounds of a director having
any such interest.
(l) Restrictions on voting
Subject to certain exceptions set out in the Articles of Association, no
director may vote on or be counted in the quorum in relation to any resolution
of the board concerning a matter in which he has a direct or indirect interest
which is, to his knowledge, a material interest.
No director may vote on, or be counted in a quorum in relation to, any
resolution of the board or committee concerning his own appointment.
Subject to the Companies Act, the Company may by ordinary resolution suspend or
relax to any extent the provisions relating to directors' interests or the
restrictions on voting or ratify any transaction not duly authorised by reason
of a contravention of the provisions.
(m) Borrowing powers
Subject to the Articles of Association and the provision of the Companies Act,
the board may exercise all the powers of the Company to borrow money and to
mortgage or charge all or part of the undertaking, property, and assets
(present or future) and uncalled capital of the Company and to issue debentures
and other securities, whether outright or as collateral security for a debt,
liability or obligation of the Company or of a third party.
The board must restrict the borrowings of the Company and exercise all voting
and other rights or powers of control exercisable by the Company in relation to
its subsidiary undertakings so as to secure that, save with the previous
sanction of an ordinary resolution, no money shall be borrowed if the aggregate
principal amount outstanding of all borrowings by the Group then exceeds, or
would as a result of such borrowing exceed, an amount equal to two times the
adjusted capital and reserves (as defined in the Articles of Association).
3.2 A complete copy of the Articles of Association may be accessed at
www.angleseymining.co.uk
4. Risk factors
In addition to the risk factors relating to the Company and its industry set
out in the 2021 Annual Report & Accounts, the risk factors set out in this
paragraph 4 relating to the Ordinary Shares should be considered carefully when
evaluating whether to make an investment in the Company. An investment in the
Company is only suitable for investors who are capable or evaluating the risks
and merits of such investment and who have sufficient resources to bear any
loss which might result from such investment. If you are in any doubt as to
the action you should take, you should consult a professional adviser
authorised under FSMA who specialises in advising on the acquisition of shares
and other securities. This summary of risk factors is not intended to be
exhaustive.
4.1 The price of the Ordinary Shares may fluctuate
The value of an investment in the Ordinary Shares may go down as well as up.
The price of the Ordinary Shares may fall in response to a range of external
factors including the results of the Group, appointments to and resignations
from the board of directors and executive management team, speculation in the
market regarding the Group's business or other events affecting the Group and
general stock market conditions. In addition, significant sales of Ordinary
Shares by major shareholders, could have a material adverse effect on the
market price of Ordinary Shares as a whole.
4.2 Investment in AIM securities
An investment in companies whose shares are traded on AIM is perceived to
involve a higher degree of risk and be less liquid than an investment in
companies whose shares are listed on the Official List. AIM is a market
designed primarily for emerging or smaller companies. An investment in the
Ordinary Shares may be difficult to realise. Existing and prospective investors
should be aware that the value of an investment in the Company may go down as
well as up and that the market price of the Ordinary Shares may not reflect the
underlying value of the Company. Investors may realise less than their
investment. Further, a quotation on AIM will afford shareholders a lower level
of regulatory protection than that afforded to shareholders in a company with
its shares listed on the premium segment of the Official List.
5. Information on the directors
5.1 As at the Reference Date and immediately following AIM Admission
becoming effective in accordance with the AIM Rules, the interests (including
related financial products as defined in the AIM Rules) of the Directors
(including persons connected with the Directors within the meaning of section
252 of the Companies Act and any member of the Director's family (as defined in
the AIM Rules)) in the issued share capital of the Company are as follows:
Director Legally owned Ordinary Shares Share options
John Kearney - -
Bill Hooley 200,000 -
Jonathan Battershill 1,787,688 -
Howard B. Miller - -
Danesh Varma - -
Andrew King - -
Namrata Verma - -
5.2 Save as stated above:
(i) None of the Directors (nor any person connected with any of them within the
meaning of section 252 of the Companies Act) has any interest, whether
beneficial or non-beneficial, in the share or loan capital in the Company or
any company in the Group or in any related financial product (as defined in the
AIM Rules) referenced to the Ordinary Shares;
(ii) There are no outstanding loans granted or guarantees provided by any
member of the Group to or for the benefit of the Directors or provided by any
Director to any member of the Group;
(iii)None of the Directors has any interest, direct or indirect, in any assets
which have been or are proposed to be acquired or disposed of by, or leased to,
any member of the Group;
(iv) None of the Directors has any option or warrant to subscribe for any
shares in the Company; and
(v) None of the Directors has any interest, direct or indirect, in any contract
or arrangement which is or was unusual in its nature or conditions or
significant to the business of the Group taken as a whole, which were effected
by any member of the Group and which remains in any respect outstanding or
unperformed.
5.3 The Directors hold, or have during the five years preceding the date
of this Appendix held, the following directorships or partnerships:
Director Age Current Directorships / Past Directorships / Partnerships
Partnerships
John Kearney 71 Buchans Resources Limited African Gold Plc
Canadian Manganese Canadian Zinc Corporation
Company Inc. Xtierra Inc.
Labrador Iron Mines Avnel Gold Mining Limited
Holdings Limited Minco Plc
Conquest Resources
Limited
Energold Minerals Inc.
681358 Alberta Limited
Getty Resources Inc.
Karbonate Minerals
Corporation
Pelly River Mines Limited
Rose Creek Vangorda Mines
Limited
Stranton Limited
WFD Limited
Golden Sun Resources
Oncologica UK Limited
Saskatchewan Mining and
Minerals Inc.
Minco Exploration Plc
Northgate Exploration
Limited
Bill Hooley 74 Labrador Iron Mines -
Holdings Limited
Grängesberg Iron AB
Jonathan 51 Silver Mines Limited -
Battershill Black Dragon Gold
Corporation
Alien Metals Limited
E-Cycle Metals Limited
JJB Advisory Limited
Howard B. 78 - Avnel Gold Mining Limited
Miller
Danesh Varma 72 Brook Payroll Services Minco Plc
Limited Brookfield Infrastructure Partners
Brookfield Investments Juno Limited
Corp. Arkle Resources
Buchans Resources Limited Aviary Films Limited
Labrador Iron Mines
Holdings Limited
Canadian Manganese
Company Inc.
Grängesberg Iron AB
Minco Exploration plc
Andromeda Life Sciences
Limited
Traders Own Ltd
Brook Corporate Finance
Limited
KCA Nominees Limited
Kennard Cousins &
Associates Limited
Centaur Seaplane Limited
GPS Wealth Limited
Global Presentation
Strategies Limited
Brook Precious Metals
Limited
Prima Properties
Management Limited
Minco Mining Limited
Crowd for Angels (UK)
Limited
Andrew King 57 Scanmetals (UK) Limited Avnel Gold Mining Limited
Mincore Inc. Regia Limited
Highland Metals Pte. Ltd.
Mil-Ver Metal Company Limited
Brookside Metal Corporation Limited
Amalgamated Metal Corporation Plc
Ceramics & Alloy Specialists (Pty)
Ltd
Consolidated Tin Smelters Limited
Amalgamated Metal Investment
Holdings Limited
British Amalgamated Metal
Investments Limited
British Metal Corporation Limited
The British Metal Corporation
(India) Pty. Ltd.
The British Metal Corporation
(South Africa) (Pty) Ltd.
Alloys Metals and Ceramics Holdings
(Pty) Ltd
AMT Futures Limited
Sansing Limited
African Panther Resources (U)
Limited
Namrata Verma 42 Terrafranca Capital -
Partners Limited
Terrafranca Advisory
Limited
5.4 None of the Directors has:
(i) any unspent convictions relating to indictable offences;
(ii) had a bankruptcy order made against them or entered into any individual
voluntary arrangements;
(iii) been a director of a company which has been placed in receivership,
compulsory liquidation, creditors' voluntary liquidation or administration or
entered into a company voluntary arrangement or any composition or arrangement
with its creditors generally or any class of its creditors whilst they were a
director of that company at the time of, or within the twelve months preceding,
such events;
(iv) been a partner of a firm which has been placed in compulsory liquidation
or administration or which has entered into a partnership voluntary arrangement
whilst they were a partner of that firm at the time of, or within twelve months
preceding, such events;
(v) had any asset belonging to them placed in receivership or been a partner of
a partnership any of whose assets have been placed in receivership whilst they
were a partner at the time of, or within twelve months preceding, such
receivership; or
(vi) been publicly criticised by any statutory or regulatory authority
(including any recognised professional body) or been disqualified by a court
from acting as a director of a company or from acting in the management or
conduct of the affairs of any company.
6. Major shareholders
6.1 The names and shareholdings in the Company held by 'significant
shareholders' (being persons holding 3% or more of the Ordinary Shares in the
Company), with such shareholdings expressed as a percentage of the Company's
issued share capital both before and upon AIM Admission are set out in the
Schedule One announcement.
6.2 As at the Reference Date, no major shareholder has any different
voting rights to the other holders of Ordinary Shares in the capital of the
Company.
6.3 The Company is not aware of any person or persons who, directly or
indirectly, jointly or severally, exercise(s) or could exercise control of the
Company or any arrangements the operation of which may, at a subsequent date,
result in a change in the control of the Company.
7. Company's financial information
7.1 The Group's audited consolidated financial statements included in
the Group's 2021 Annual Report and Accounts, the Group's Annual Report and
Accounts for FY 2019/20 and the Group's Annual Report and Accounts for FY 2018/
19, respectively, together with the audit reports thereon, are incorporated by
reference into this document. The Group's audited consolidated financial
statements for FY 2020/21, FY 2019/2020 and FY 2018/19 were prepared in
accordance with IFRS. The Group's unaudited interim results for the six-month
period ended 30 September 2021, which contain comparative statements for the
same period in the prior financial year, are also incorporated by reference
into this document. These documents are all available from the Company's
website at www.angleseymining.co.uk:
Reference document Information incorporated by Page number in
reference the reference
document
Anglesey Mining Half Yearly Unaudited Condensed Page 4
Report for the six months to 30 Consolidated Income Statement
September 2021
Unaudited Condensed Page 5
Consolidated Statement of
Financial Position
Unaudited Condensed Page 6
Consolidated Statement of
Cash Flows
Unaudited Condensed Page 7
Consolidated Statement of
Changes in Group Equity
Notes to the Condensed Pages 8 to 11
Consolidated Financial
Statements
Anglesey Mining Annual Report Group Income Statement Page 43
for the year to 31 March 2021
Group Statement of Page 43
Comprehensive Income
Group Statement of Financial Page 44
Position
Company Statement of Page 45
Financial Position
Statement of Changes in Page 46
Equity
Group Statement of Cash Flows Page 47
Company Statement of Cash Page 48
Flows
Notes to the Financial Pages 49 - 63
Statements
Anglesey Mining Annual Report Group Income Statement Page 35
for the year to 31 March 2020
Group Statement of Page 35
Comprehensive Income
Group Statement of Financial Page 36
Position
Company Statement of Page 37
Financial Position
Statement of Changes in Page 38
Equity
Group Statement of Cash Flows Page 39
Company Statement of Cash Page 40
Flows
Notes to the Financial Pages 41 - 55
Statements
Anglesey Mining Annual Report Group Income Statement Page 27
for the year to 31 March 2019
Group Statement of Page 27
Comprehensive Income
Group Statement of Financial Page 28
Position
Company Statement of Page 29
Financial Position
Statement of Changes in Page 30
Equity
Group Statement of Cash Flows Page 31
Company Statement of Cash Page 32
Flows
Notes to the Financial Pages 33 - 49
Statements
7.2 Mazars LLP of Tower Bridge House, St Katharine's Way, London E1W
1DD, United Kingdom are the current auditors of the Company.
8. Dividend policy
The Group does not pay a dividend.
9. Litigation and arbitration
Neither the Company nor any other member of the Group is, nor has it been at
any time during the 12 months immediately preceding the date of this Appendix,
involved in any governmental, legal or arbitration proceedings, which may have,
or have had in the recent past, a significant effect on the Company's and/or
the Group's financial position or profitability and there are no such
proceedings of which the Company is aware which are pending or threatened.
10. Material contracts
The following are all of the contracts (not being contracts entered into in the
ordinary course of business) that have been entered into by the Group in the
two years prior to the date of this Appendix and are, or may be, material to
the Group or have been entered into by any member of the Group at any time and
contain obligations or entitlements which are, or may be, material to the
Group, in each case as at the date of this Appendix:
10.1 Nominated Adviser and Broker Agreement
On 9 March 2022, the Company entered into an agreement with Davy under which
Davy agreed to act as nominated adviser and broker to the Company, as required
under the AIM Rules for Companies. Following Admission, the Nominated Adviser
and Broker Agreement is terminable by either party on sixty days' notice and
Davy will be entitled to terminate the agreement in certain customary
circumstances, including if there has been a material breach by the Company of
its obligations under the agreement or if the Ordinary Shares cease to be
admitted to trading on AIM. The Company has given customary undertakings,
warranties and indemnities to Davy.
10.2 Project Development and Cooperation Agreement
On 26 November 2018, the Company entered into an agreement with QME Mining
Technical Services ("QME"), a division of QME Ltd pursuant to which QME agreed
to carry out an agreed programme of design, engineering and optimisation
studies relating to the future development of Parys Mountain. Subsequent to the
agreement, QME carried out a detailed review of various development and mining
alternatives for Parys Mountain and delivered the results to the Company. In
consideration for services rendered, the Company has granted QME various rights
and options relating to the future development of Parys Mountain, including:
(i) awarding exclusive contracts for the development of the decline and
underground mind development on terms to be agreed;
(ii) in the event that the Company and QME are not able to agree terms AYM may
offer such contracts to third parties, subject to a right of first refusal in
favour of QME, and subject to a payment by AYM to QME, upon the award of such
contracts to a third-party, of a break-fee; and
(iii) a right and option granted to QME, upon completion of the pre-feasibility
study to undertake, at QME's cost and investment, the mine development
component of the Parys Mountain project, including decline and related
underground development and shaft development, with a scope to be agreed, to
the point of commencement of production, in consideration of which QME would
earn a 30% undivided joint venture interest in the Parys Mountain project.
11. Corporate governance
11.1 Up to the date of AIM Admission, the recognised corporate governance
code that the Board has been and will be applying is the UK Corporate
Governance Code. The Corporate Governance Report is set out on pages 29 to 34
of the 2021 Annual Report and outlines how the Company seeks to apply the
Principles of the UK Corporate Governance Code under five sections, the actions
the Company has taken and some resulting outcomes.
11.2 The recognised corporate governance code that the Board will comply
with following the AIM Admission is the QCA Code.
12. The Takeover Code and the Companies Act
12.1 Mandatory takeover bids
(i) The Takeover Code applies to all takeover and merger transactions in
relation to the Company and operates principally to ensure that shareholders
are treated fairly and are not denied an opportunity to decide on the merits of
a takeover and that shareholders of the same class are afforded equivalent
treatment. The Takeover Code provides an orderly framework within which
takeovers are conducted and the Takeover Panel has now been placed on a
statutory footing.(ii) The Takeover Code is based upon a number of General Principles which are
essentially statements of standards of commercial behaviour. General Principle
One states that all holders of securities of an offeree company of the same
class must be afforded equivalent treatment and if a person acquires control of
a company, the other holders of securities must be protected. This is
reinforced by Rule 9 of the Takeover Code which requires a person, together
with persons acting in concert with him, who acquires shares carrying voting
rights which amount to 30 per cent. or more of the voting rights to make a
general offer. "Voting rights" for these purposes means all the voting rights
attributable to the share capital of a company which are currently exercisable
at a general meeting. A general offer will also be required where a person who,
together with persons acting in concert with him, holds not less than 30 per
cent. but not more than 50 per cent. of the voting rights, acquires additional
shares which increase his percentage of the voting rights. Unless the Takeover
Panel consents, the offer must be made to all other shareholders, be in cash
(or have a cash alternative) and cannot be conditional on anything other than
the securing of acceptances which will result in the offeror and persons acting
in concert with him holding shares carrying more than 50 per cent. of the
voting rights.
(iii) There are not in existence any current mandatory takeover bids in
relation to the Company.
12.2 Squeeze out
Section 979 of the Companies Act provides that if, within certain time limits,
an offer is made for the share capital of the Company, the offeror is entitled
to acquire compulsorily any remaining shares if it has, by virtue of
acceptances of the offer, acquired or unconditionally contracted to acquire not
less than 90 per cent. in value of the shares to which the offer relates and in
a case where the shares to which the offer relates are voting shares, not less
than 90 per cent. of the voting rights carried by those shares. The offeror
would effect the compulsory acquisition by sending a notice to any remaining
minority shareholders telling them that it will compulsorily acquire their
shares and then, six weeks from the date of the notice, pay the consideration
for the shares to the Company to hold on trust for such shareholders. The
consideration offered to shareholders whose shares are compulsorily acquired
under the Companies Act must, in general, be the same as the consideration
available under the takeover offer.
12.3 Sell out
Section 983 of the Companies Act permits a minority shareholder to require an
offeror to acquire its shares if the offeror has acquired or contracted to
acquire shares in the Company which amount to not less than 90 per cent. in
value of all the voting shares in the Company and carry not less than 90 per
cent. of the voting rights. Certain time limits apply to this entitlement. If a
shareholder exercises its rights under these provisions the offeror is bound to
acquire those shares on the terms of the offer or on such other terms as may be
agreed.
13. Taxation
The following summary is intended as a general guide only for Shareholders who
are UK tax resident as to their tax position under current UK tax legislation
and HMRC practice as at the date of this Appendix. Such law and practice
(including, without limitation, rates of tax) is in principle subject to change
at any time.
The Company is at the date of this Appendix resident for tax purposes in the
United Kingdom and the following is based on that status.
This summary is not a complete and exhaustive analysis of all the potential UK
tax consequences for holders of Ordinary Shares. It addresses certain limited
aspects of the UK taxation position applicable to shareholders resident and
domiciled for tax purposes in the United Kingdom (except in so far as express
reference is made to the treatment of non-UK residents) and who are absolute
beneficial owners of their Ordinary Shares (as applicable) and who hold their
Ordinary Shares as an investment and not as party to an arrangement that would
produce a return that is economically equivalent to interest or which has the
main purpose, or one of the main purposes, the obtaining of a tax advantage.
This summary does not address the position of certain classes of shareholders
who (together with associates) have a 10 per cent. or greater interest in the
Company, or such as dealers in securities, market makers, brokers,
intermediaries, collective investment schemes, pension funds, charities or UK
insurance companies or whose shares are held under a self-invested personal
pension or an individual savings account or are 'employment related securities'
as defined in section 421B of the Income Tax (Earnings and Pensions) Act 2003.
Any person who is in any doubt as to his tax position or who is subject to
taxation in a jurisdiction other than the United Kingdom should consult his or
her professional advisers immediately as to the taxation consequences of his or
her ownership and disposition of Ordinary Shares.
This summary is based on current United Kingdom tax legislation. Shareholders
should be aware that future legislative, administrative and judicial changes
could affect the taxation consequences described below.
13.1 Taxation of Dividends
Under current UK taxation legislation, there is no UK withholding tax on
dividends, including cases where dividends are paid to a shareholder who is not
resident (for tax purposes) in the United Kingdom.
UK tax resident and domiciled or deemed domiciled individual shareholders
All dividends received from the Company by an individual shareholder who is
resident and domiciled (or deemed domiciled) in the UK will, except to the
extent that they are earned through an ISA, self-invested pension plan or other
regime which exempts the dividend from tax, form part of the shareholder's
total income for income tax purposes and will represent the highest part of
that income.
A nil rate of income tax applies to the first £2,000 of dividend income
received by an individual shareholder in a tax year (the "Nil Rate Amount"),
regardless of what tax rate would otherwise apply to that dividend income. If
an individual receives dividends in excess of this allowance in a tax year, the
excess will be taxed at 7.5 per cent (due to increase to 8.75 per cent on 6
April 2022). (for individuals not liable to tax at a rate above the basic
rate), 32.5 per cent. (due to increase to 33.75 per cent on 6 April 2022) (for
individuals subject to the higher rate of income tax) and 38.1 per cent. (due
to increase to 39.35 per cent on 6 April 2022) (for individuals subject to the
additional rate of income tax) for 2020/21.
To the extent that total income exceeds any remaining standard rate band
(maximum £1,000), trustees of discretionary trusts receiving dividends from
shares are liable to account for income tax at the dividend trust rate,
currently 38.1 per cent (due to increase to 39.35 per cent on 6 April 2022) (a
rate of 7.5 per cent (8.75 per cent from 6 April 2022)) applies to dividend
income within the standard rate band). Trustees do not qualify for the £2,000
dividend allowance available to individuals. This is a complex area and
trustees of such trusts should consult their own tax advisers.
UK pension funds and charities are generally exempt from tax on dividends which
they receive.
Corporate shareholders within the charge to UK corporation tax
Shareholders within the charge to UK corporation tax which are 'small
companies' for the purposes of Chapter 2 of Part 9A of the Corporation Tax Act
2009 will generally not be subject to UK corporation tax on any dividend
received provided certain conditions are met (including an anti-avoidance
condition).
A UK resident corporate shareholder (which is not a 'small company' for the
purposes of the UK taxation of dividends legislation in Part 9A of the
Corporation Tax Act 2009) will be liable to UK corporation tax (currently at a
rate of 19 per cent as from 1 April 2020) unless the dividend falls within one
of the exempt classes set out in Part 9A. Examples of exempt classes (as
defined in Chapter 3 of Part 9A of the Corporation Tax Act 2009) include
dividends paid on shares that are 'ordinary shares' (that is shares that do not
carry any present or future preferential right to dividends or to the Company's
assets on its winding up) and which are not 'redeemable', and dividends paid to
a person holding less than 10 per cent. of the issued share capital of the
payer (or any class of that share capital in respect of which the distribution
is made). However, the exemptions are not comprehensive and are subject to
various conditions and anti-avoidance rules.
Non-resident shareholders
Non-UK resident corporate shareholders are not generally subject to UK tax on
dividend receipts.
Non-UK resident individual shareholders who receive a dividend from the Company
are treated as having paid UK income tax on their dividend income at the
dividend ordinary rate (7.5 per cent, due to increase to 8.75 per cent on 6
April 2022). Such income tax will not be repayable to a non-UK resident
individual shareholder. A non-UK resident individual shareholder is not
generally subject to further UK tax on dividend receipts.
Non-UK resident shareholders may however be subject to taxation on dividend
income under local law, in their country or jurisdiction of residence and/or
citizenship. Non-UK resident shareholders should consult their own tax advisers
in respect of the application of such provisions, their liabilities on dividend
payments and/or what relief or credit may be claimed in the jurisdiction in
which they are resident.
13.2 Taxation of Chargeable Gains
Individual Shareholders
If an individual shareholder is within the charge to UK capital gains tax, a
disposal (or deemed disposal) of all or some of his or her Ordinary Shares may
give rise to a chargeable gain or an allowable loss for the purposes of capital
gains tax, depending on his or her circumstances. The rate of capital gains tax
on disposal of shares is 10 per cent. (current and proposed 2022/2023) for
individuals who are subject to income tax at the basic rate and 20 per cent.
(current and proposed for 2022/2023) for individuals who are subject to income
tax at the higher or additional rates. An individual shareholder is entitled to
realise an annual exempt amount (£12,300 from 6 April 2022).
Corporate Shareholders
For a corporate shareholder within the charge to UK corporation tax, a disposal
(or deemed disposal) of Ordinary Shares may give rise to a chargeable gain at
the rate of corporation tax applicable to that shareholder (currently 19 per
cent, due to increase to 25 per cent from 1 April 2023) or an allowable loss
for the purposes of UK corporation tax. Indexation allowance may reduce the
amount of chargeable gain that is subject to corporation tax by increasing the
chargeable gains tax base cost of an asset in accordance with the rise in the
retail prices index from the month of acquisition up to 31 December 2017.
Indexation allowance is currently 'frozen' so that it does not increase the
chargeable gains tax base cost for any period from 1 January 2018 onwards, even
if the date of disposal occurs at a later point in time.
Non-resident shareholders
A shareholder who is not resident in the United Kingdom for tax purposes, but
who carries on a trade, profession or vocation in the United Kingdom through a
permanent establishment (where the shareholder is a company) or through a
branch or agency (where the shareholder is not a company) and has used, held or
acquired the Ordinary Shares for the purposes of such trade, profession or
vocation or such permanent establishment, branch or agency (as appropriate) may
be subject to UK tax on capital gains on the disposal of Ordinary Shares.
In addition, holders of Ordinary Shares who are individuals and who dispose of
Ordinary Shares while they are temporarily non-resident may be treated as
disposing of them in the tax year in which they again become resident in the
United Kingdom.
13.3 Inheritance Tax
Individual and trustee Shareholders domiciled or deemed to be domiciled in any
part of the United Kingdom may be liable on occasions to inheritance tax
("IHT") on the value of any Ordinary Shares held by them. Under current law,
the primary occasions on which IHT is charged are on the death of the
Shareholder, on any gifts made during the seven years prior to the death of the
Shareholder (which will also be brought into account when calculating the IHT
on the death of the Shareholder), and on certain lifetime transfers, including
transfers to trusts or appointments out of trusts to beneficiaries, save in
very limited and exceptional circumstances.
However, a relief from IHT known as business property relief ("BPR") may apply
to ordinary shares or preference shares in unlisted trading companies once
these have been held with such status for two years by the Shareholder. This
relief may apply notwithstanding that a company's shares will be admitted to
trading on AIM (although it does not apply to companies whose shares are listed
on the Official List, which was the case for the Ordinary Shares prior to
admission to AIM). BPR operates by reducing the value of shares by 100 per
cent. for IHT purposes which means that there will be no IHT to pay.
Shareholders should consult an appropriate professional adviser if they intend
to make a gift of any kind or intend to hold any Ordinary Shares through trust
arrangements. They should also seek professional advice in a situation where
there is a potential for a double charge to UK IHT and an equivalent tax in
another country.
13.4 Stamp Duty and Stamp Duty Reserve Tax ("SDRT")
Neither UK stamp duty nor SDRT should arise on transfers of Ordinary Shares on
AIM (including instruments transferring Ordinary Shares and agreements to
transfer Ordinary Shares) based on the following assumptions:
(i) the Ordinary Shares are admitted to trading on AIM, but are not listed on
any market (with the term 'listed' being construed in accordance with section
99A of the Finance Act 1986) , and this has been certified to Euroclear; and
(ii) AIM continues to be accepted as a 'recognised growth market' (as construed
in accordance with section 99A of the Finance Act 1986). In the event that
either of the above assumptions does not apply, stamp duty or SDRT may apply to
transfers of Ordinary Shares in certain circumstances, at the rate of 0.5 per
cent. of the amount or value of the consideration (rounded up in the case of
stamp duty to the nearest £5).
13.5 AIM
Companies whose shares trade on AIM are deemed unlisted for the purposes of
certain areas of UK taxation. Following the AIM Admission, Ordinary Shares held
by individuals for at least two years from the AIM Admission may qualify for
more generous exemptions from inheritance tax on death or in relation to
lifetime transfers of those Ordinary Shares. Shareholders should consult their
own professional advisers on whether an investment in an AIM security is
suitable for them, or whether the tax benefit referred to above may be
available to them.
The comments set out above are intended only as a general guide to the current
tax position in the United Kingdom at the date of this Appendix. The rates and
basis of taxation can change and will be dependent on a shareholder's personal
circumstances.
Neither the Company nor its advisers warrant in any way the tax position
outlined above which, in any event, is subject to changes in the relevant
legislation and its interpretation and application.
14. Related party transactions
Details of related party transactions are set out in note 14 to the 2021
Interim Report & Accounts, in note 24 to the 2021 Annual Report & Accounts, in
note 24 to 2020 Annual Report & Accounts and in note 25 to the 2019 Annual
Report & Accounts.
15. Investments
Details of the Group's investments are set out in note 10 to the 2021 Interim
Report & Accounts, in note 13 to the 2021 Annual Report & Accounts, in note 13
to the 2020 Annual Report & Accounts and in note 13 to the 2019 Annual Report &
Accounts.
16. Employees
For the six months ended 30 September 2021, the Group had one full-time
employee.
17. General
17.1 Davy has given and not withdrawn its written consent to the issue of
this Appendix with the inclusion of its name and references to it in the form
and context in which it is included.
17.2 The independent Preliminary Economic Assessment ("PEA") on the Parys
Mountain project completed by Micon International Limited and a letter by Micon
International Limited stating that there had been no significant change to the
PEA as at 7 March 2022 are incorporated by reference in full into this document
and are available on the Company's website at www.angleseymining.co.uk.
17.3 No public takeover bids have been made by third parties in respect of
the Company's issued share capital during the six months ended 30 September
2021 or during the current accounting period up to the date of this Appendix.
17.4 There are no environmental issues that affect the Group's utilisation
of its tangible fixed assets.
17.5 Save as disclosed in the Company's Public Record, the Directors are
not aware of any known trends, uncertainties, demands, commitments, or events
that are reasonably likely to have a material effect on the Company's prospects
for at least the current financial year.
- Ends -
END
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