XLON:1SN ESEF Annual Report
FIRST TIN PLC (XLON:1SN)
ESEF Annual Report
2022-05-31
For: 2021-12-31
View Original
Added on
October 03, 2026
Company Registration No. 07931518 (England and Wales)
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
FIRST TIN PLC
COMPANY INFORMATION
Directors Mr C Cannon Brookes
Mr T Buenger
Ms C Apthorpe (Appointed 8 April 2022)
Mr S Cornelius (Appointed 8 April 2022)
Mr I Hofmaier (Appointed 8 April 2022)
Secretary Mr R G J Ainger (Appointed 15 March 2022)
Company number 07931518
Registered office First Floor
Auditor Crowe U.K. LLP
55 Ludgate Hill
London, EC4M 7JW
Bank SG Kleinwort Hambros Bank Limited
8 St James’s Square
London, SW1Y 4JU
Financial Advisor / Arlington Group Asset Management Limited
Joint Broker 47/48 Piccadilly
London, W1J 0DT
Financial Public Relations SEC Newgate UK Limited
Sky Light City Tower
50 Basinghall Street
London, EC2V 5DE
Joint Broker WH Ireland Group plc
24 Martin Lane
London, EC4R 0DR
Registrar Share Registrars Limited
3 The Millenium Centre
Crosby Way
Farnham, GU9 7XX
Solicitor Charles Russell Speechlys LLP
5 Fleet Place
London, EC4M 7RD
FIRST TIN PLC
TABLE OF CONTENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Page
Chairman’s Statement
1
Chief Executive Officer’s Report
2
Strategic Report
5
Corporate Governance Statement
9
Directors’ Remuneration Report
14
Board of Directors
16
Directors’ Report
17
Stakeholder Engagement
20
Independent Auditor’s Report
22
Consolidated Statement of Comprehensive Income
28
Consolidated Statement of Financial Position
29
Consolidated Statement of Changes in Equity
30
Consolidated Statement of Cash Flows
31
Notes to the Consolidated Financial Statements
32
Company Statement of Financial Position
55
Company Statement of Changes in Equity
56
Notes to the Company Financial Statements
57
FIRST TIN PLC
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
1
I am delighted to report the first full year results of First Tin Plc (the “Company” or “First Tin”) and its subsidiary
undertakings (the “Group”) since the Company’s admission to the Main Market of the London Stock Exchange
(“LSE”) on 8 April 2022. The period under review was focused on putting the necessary building blocks in place
to provide a solid foundation for the Group’s future growth.
In this regard, the Company successfully closed a £6m equity financing in April 2021 which allowed it to invest
further into its German tin operations. At its core Tellerhäuser asset, an optimisation study was completed by
Bara which both highlighted the financial robustness of the asset but also provided a new, streamlined
development path to production. At its Gottesberg asset, the Group started a drill program to target both shallow
resources within the existing resource as well as target areas outside the known deposit where there is evidence
of historical mining activities. The Group also successfully applied for a significant amount of new exploration
ground sitting directly between Tellerhäuser and Gottesberg, called the Auersberg license, meaning that First
Tin currently holds a single contiguous land package of over twenty three thousand hectares in what we believe
to be a highly under-explored tin district in Saxony, Germany.
Furthermore, during the period under review, the Company initiated plans to list on the Main Market of the LSE
and also signed a Sale and Purchase agreement with ASX listed Aus Tin Mining Limited (“Aus Tin”) to acquire
100% of their Australian tin asset called Taronga. The acquisition was contingent on a minimum £20m equity
fundraising and a successful IPO and I am delighted to be able to report that both these conditions were
completed post period end meaning that First Tin now holds mature, tin assets located in the low-risk, conflict-
free jurisdictions of Germany and Australia. Both Tellerhäuser and Taronga benefit from good infrastructure,
with established reserves, granted mining licenses, and have simple mineralogy creating a quick path to
production. In aggregate, the Company’s two core assets represent the 5th largest undeveloped tin reserve
globally, outside Russia, Kazakhstan, and the Democratic Republic of Congo.
During the period, First Tin also refreshed the Board, appointing Thomas Buenger as Chief Executive Officer
while I joined the Board as Chairman. Thomas has all of the required experience to develop and manage First
Tin’s tin portfolio as a result of his many years of working as Chief Operating Officer and Chief Technical Officer
of Aurubis AG, Germany’s largest copper and tin producer. Thomas is also backed up by a seasoned, executive
team of renowned global tin specialists with over 150 years of combined experience in the exploration,
development, mining, and processing of tin.
Following the activities undertaken during 2021, on which Thomas will provide further detail in his Chief
Executive Officer’s Report, we are proud to commence life as a publicly listed company in a cash-rich, debt-free
position, with quality assets in Tier 1 jurisdictions. To have been able to close a £20 million equity fundraising
in early April, in what were extremely adverse macro-economic conditions reflects both the quality of our tin
portfolio and also the ever-growing demand for new environmentally sensitive sources of tin production from
Organisation for Economic Co-operation and Development (“OECD”) countries.
The next year will be an incredibly busy time for First Tin as we develop our German and Australian tin assets
towards production, and we look forward to updating all shareholders with positive news flow as we begin our
life on the Main Market.
Mr C Cannon Brookes
Non-executive Chairman
FIRST TIN PLC
CHIEF EXECUTIVE OFFICER’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
2
Introduction
This has been a very busy period for the Company, primarily focused on getting First Tin ready to become a
publicly listed company that can successfully develop its high value, low capex German and Australian tin
assets. I am delighted to have joined First Tin at such an exciting time for the Company.
Having previously worked as Chief Operating Officer and Chief Technical Officer and on the Board at Aurubis
AG, Germany’s largest copper and tin producer, for 16 years, I have gained considerable experience and
knowledge of tin mining and development. I look forward to applying this to our advanced and scalable portfolio
of assets, to drive the business towards a prosperous future. I would like to thank the former Board members
for all their hard work and determination in creating the foundations for what we are today.
The period under review saw us undertake a thorough refinancing of the business including converting the
Baker Steel Resources Trust Limited (“Baker Steel”) convertible loan note, the completion of a £6 million equity
funding round, and the disposal of the Company’s equity investment in Panthera Resources, all of which
enabled the Group to become a cash-rich, debt-free business, poised for future growth.
This financing enabled us to undertake activities to build value within our portfolio. In our German assets, we
undertook a Competent Persons Report (“CPR”) and optimisation study at Tellerhäuser, commenced
exploration drilling at Gottesberg, and successfully secured a new exploration licence which has enabled us to
secure a large, strategic land package in a highly prospective, Tier 1 jurisdiction. In conjunction, we completed
milestones towards the purchase of our late stage Taronga tin project in Australia, a deal which was completed
post period end.
First Tin’s German and Australian tin assets are ideally located to deliver sustainable and conflict-free tin
production in the future, and we are committed to best-in-class environmental responsibility with a 'leave no
trace' philosophy including using low carbon and low waste production methods. Our aim is become a leading
global tin producer that will supply fully traceable and verifiable tin units into fast-growth global industries which
have a high requirement for tin.
Tellerhäuser – Germany
Our Tellerhäuser project forms part of the Rittersgrün license and is one of the world’s most advanced tin
deposits with an exceptionally long history of mining and an active Mining Licence already in place until 30 June
2070 for the extraction of mineral resources.
Located within a tin district in Saxony, this asset is a former East German mine with good conditions
underground and major existing infrastructure benefits which ensures future development capital cost will
remain low. For example, Tellerhäuser benefits from an existing 180,000m of underground development, 500m
of internal shafts, a 7.8km main adit, and over 141km of drilling in 2,112 drill holes.
During the period, we undertook economic analysis to Scoping Study level, which showed the Tellerhäuser
project is financially robust. The project’s proximity to infrastructure means that it has a very low projected start-
up capital expenditure of US$49 million, which, at US$30,000 per tonne of tin, suggests a net present value
(“NPV”) of US$264 million (using 8% discount rate) and an internal rate of return (“IRR”) of 58%. This is based
on a production rate of 500,000 tonnes per annum over the life of the mine.
In addition to the Mining Licence, First Tin also holds two Exploration Licences (“EL”) in Germany. The
“Gottesberg” EL was secured in 2019, while an EL for the “Auersberg” field, which connects the licences of
Rittersgrün and Gottesberg, was successfully secured during the period.
First Tin intends to continue active drilling programmes at each of its German project areas.
FIRST TIN PLC
CHIEF EXECUTIVE OFFICER’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
3
At the Tellerhäuser project, we will undertake both surface and underground diamond drilling targeting both
existing, and potential extensions to the known mineralisation. At Gottesberg, whose drill program commenced
in Q4 2021, surface diamond drill holes will be completed to target shallower parts of the existing resource but
also to explore areas outside the known deposit where there is evidence of historical mining activities. The
Auersberg EL will also be drilled around various historical tin workings and will be targeting vein style greisens
which were historically mined to a maximum depth of approximately 50m due to water ingress.
Taronga – Australia
Our Taronga asset, which we acquired alongside our successful IPO last month, is also an asset which has had
over one century of development, including extensive drilling, tunnelling, and mining.
Like with Tellerhäuser, Taronga is surrounded by excellent existing infrastructure and abundant underexplored
tin showings, providing major exploration upside potential. Significant exploration work was undertaken by BHP
in 1933, 1958, and 1964, and by the Newmont Joint Venture from 1979 to 1982. Between 2012 and 2018, the
former owners of Taronga completed a Mineral Resource and Ore Reserve estimates as well as completing a
pre-feasibility study (“PFS”) on the asset and were granted a mining lease over part of the deposit.
Based on a mine production schedule that called for a total production of 23.2 million tonnes at 0.16% Sn, the
PFS showed robust economics, at US$30,000 per tonne of tin, with an NPV (at 8% discount) of US$169 million
and an IRR of 59%. Like with Tellerhäuser, the PFS also envisaged a low start-up capex figure of only US$76
million.
A rapidly growing market
Global demand for tin is currently strong with tin prices hovering near ten-year highs on the back of the
accelerating use for tin as a solder in electronics and in electromobility products. The International Tin
Association (“ITA”) forecasts demand to grow from 355kt in 2020 to over 400kt in 2025 and that, even if the
sharp demand growth seen in 2020-21 reduces, demand will still outstrip supply until at least 2025.
Supply is currently constrained following production disruptions in Myanmar and other leading production
countries, as well as export restrictions imposed by the Indonesian government. In 2021, the combination of
strong demand with constrained supply resulted in a critically low global tin inventory with London Metal
Exchange inventories reaching c.30-year lows. We believe that the supply-demand dynamics of the tin market
will remain compelling for many years to come.
Furthermore, as consumers increasingly opt for traceable, conflict-free and Environmental, Social and
Governance (“ESG”) compliant sources of tin, an opportunity exists for responsible mining companies such as
First Tin whose operations and assets are located within OECD member countries to take advantage of the
rapidly growing market.
ESG
First Tin is supporting a decarbonised future and is committed to best-in-class environmental responsibility. The
impacts of climate change are increasingly being felt around the world and First Tin is committed to being a
zero-carbon emissions company as agreed to by nations participating in the Paris Agreement of 2015. As we
progress towards production in the next three years, it is important to note that First Tin’s operations will be
designed to be as low-waste and low carbon as possible.
The Group applies stringent environmental controls and procedures to minimise and mitigate its impact on land,
water, air quality, climate, and biodiversity and complies with the requirements of all applicable legislation,
regulation, and rules. In that regard, First Tin has formed an internal ESG committee which will ensure that the
Company is meeting its ESG key performance indicators (“KPIs”) and the Group is also undertaking a third
party independent ESG audit to provide an independent assessment of its operations and development plans.
FIRST TIN PLC
CHIEF EXECUTIVE OFFICER’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
4
IPO and near-term activities
After the year end, the Company’s successful IPO and admission to trading on the Main Market of the LSE was
a significant milestone in our history, raising £20 million of new funds to support the Group’s growth strategy
and we are delighted to welcome our new shareholders, both institutional and retail, to the register. We will use
the net proceeds of the fundraise to execute the necessary steps to obtain the operational permits for both the
Taronga and Tellerhäuser projects, as well as to conclude definitive feasibility studies (“DFS”) for both projects.
As part of this DFS work, further drilling programmes will be completed both to further prove up existing tin
resources but also to undertake exploration drilling on new exploration targets of the Group.
Outlook
Looking forward, First Tin will continue to rapidly develop both its German and Australian tin assets, with the
aim to create shareholder value while also delivering a sustainable answer to the ongoing supply shortage
currently facing many industrial users of tin.
With a strong balance sheet and experienced management team comprising of renowned tin specialists, the
Group is well positioned to take advantage of the sizeable, rapidly growing tin market. As a result, the Board
looks forward to the future with great confidence.
Mr T Buenger
Chief Executive Officer
FIRST TIN PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
5
The Directors present their strategic report for First Tin Plc for the year ended 31 December 2021.
Principal activity
Review of the business
A review of the business is set out in the Chief Executive Officer’s report on pages 2 to 4.
Financial review
The Group reported a loss after tax of £1,212,677 (2020: £682,289) and a net asset value of £7,569,316 (2020:
£1,552,297) for the year ending December 31 2021.
The Group completed the following material financial transactions during the year:
In April 2021, 27,691,781 Ordinary Shares were issued at 8p each to Baker Steel as part of the conversion
of their outstanding £2,200,000 convertible loan notes, realising an overall gain of £167,795 for the year.
Post conversion the Group was in a debt free position;
In April 2021, 40,000,000 Ordinary Shares were issued at 15p each to complete a £6,000,000 equity
funding round;
In June 2021, the Company sold its AIM listed equity investment in Panthera Resources Plc for £333,000
cash, realising an overall loss of £582,750 for the year;
In November 2021, the Company entered into an agreement with Aus Tin Mining Limited (“Aus Tin”) to
acquire its wholly owned subsidiary, Taronga Mines Pty Ltd (“Taronga”) and its tin mining licences on a
debt-free cash-free basis, paying an initial cash consideration of £734,182 (AUD$1,350,000) with a
subsequent issue of 60,000,000 ordinary shares in the Company. The acquisition completed after the
Company’s year end on 8 April 2022 at the same time as the Company’s IPO on the Standard List of the
London Stock Exchange (“LSE”); and
During November and December 2021, prior to the closing of the Taronga acquisition, the Company
advanced £813,762 (AUD$1,505,000) to Taronga as an unsecured interest free loan to provide working
capital to fund a strategic land acquisition which will assist the efficient future development of the Taronga
asset.
During the year, the Group also completed CPRs on both its Tellerhäuser tin asset in Germany and its Taronga
tin asset in Australia which included a review of the underlying economic models of both mining projects and
reported satisfactory economic returns, assuming a price of US$30,000 per tonne of tin, as follows:
Tellerhäuser’s NPV US$265 million at 8% discount rate and IRR of 58%;
Taronga’s NPV US$169 million at 8% discount rate and IRR of 59%.
At the year end, the Group had considerably improved its balance sheet position:
Overall net assets increased by £6,017,019 to £7,569,316 (2020: £1,552,297);
Cash reserves increased by £2,257,974 to £2,503,714 (2020: £245,740); and
Current liabilities decreased by £2,364,748 to £301,452 (2020: £2,666,200).
FIRST TIN PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
6
Financial review (continued)
The Group completed its IPO on the Standard List of the LSE in April 2022 raising £20 million of new equity
capital which it intends to use to complete further resource drilling and feasibility studies on both its Tellerhäuser
and Taronga assets. These studies will provide the basis to secure additional funding and to accelerate a path
to mining production on both projects.
For the year under review, the Group’s financial objectives under its key performance indicators were to secure
additional funding, reduce debt, divest of non-core assets, improve its balance sheet and secure the further
acquisition of another core asset as outlined above in preparation for the IPO in 2022.
Principal risks and uncertainties
The Directors consider the following to be the key risks and uncertainties applicable to the Group’s activities:
Dependence on two projects
At the date of the Company’s admission to the London Stock Exchange the Company owns two projects. The
Company’s success will be dependent on those two projects and issues at one project may adversely affect the
other and, in turn, the company.
Licences and permissions
The ability of the Group to progress its projects is highly dependent on it maintaining existing licences, successfully
applying for extensions to such licences and acquiring future necessary licences and permissions. In the event
that the Company does not do so its results of operations will be materially adversely affected.
On 16 September 2020, Saxony Minerals and Exploration AG (“SME”) filed an objection with the Saxon Mining
Office (being the awarding body in Saxony for mining licences) against a notice dated 13 August 2020 pursuant
to which the Company’s subsidiary in Germany, Saxore Bergbau GmbH (“Saxore”), was granted a permit by the
Saxon Mining Office for the exploration and mining over the “Rittersgrün“ field which contains the Tellerhäuser
project. On 26 January 2021, the Saxon Mining Office ordered the immediate enforcement of the permit awarded
to Saxore. SME applied to the Chemnitz Administrative Court on 12 April 2021 for a ruling that its September 2020
objection would suspend the permit but this was rejected by the Court on 12 July 2021 with the Court noting that
it considered the permit to be lawfully granted and that the objection was unfounded.
SME filed an appeal on 22 July 2021 with the Saxon Higher Administrative Court but this was rejected on 22 March
2022. In its decision, the Saxon Higher Administrative Court noted that the appeal was unfounded, that the
immediate enforcement of the "Rittersgrün" permit was lawful and that the granting of the "Rittersgrün" permit to
Saxore did not violate any rights of SME. The decision of the Saxon Higher Administrative Court on the immediate
enforcement of the permit is final, and no further appeal by SME is possible against this decision. Neither Saxore
nor the Company were directly party to such proceedings and the two Court decisions, confirming that the
immediate enforcement of the "Rittersgrün" permit (mining licence) was lawful, is a strong sign that the Courts
regard the granting of the permit itself as lawful and the objection of SME as unfounded.
Requirement for further capital
Whilst the Company has sufficient working capital for its plans in the short-medium term, to bring both of its projects
into production, it will need to raise additional capital. Such capital could be by way of equity financing, which will
dilute existing shareholders or by way of debt funding which could see the Company subject to various banking
covenants.
Commodity prices
The Company’s future value and its potential future revenues will be highly dependent on global tin prices.
Although tin is, as at the date of these financial statements, at record highs, there can be no guarantee that the tin
price will remain at such price levels. A depressed tin price will adversely affect the Company’s revenues.
FIRST TIN PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
7
Nature of mineral exploration and development
Mineral exploration and development can be highly speculative in nature and involve a high degree of risk. The
economics of developing mineral properties are affected by many factors including the cost of operations,
variations of the grade of ore mined, fluctuations in the price of minerals, costs of development, infrastructure and
processing equipment and such other factors as government regulations, including regulations to royalties,
allowable production, importing and exporting of minerals and environmental protection.
Litigation risk
The Company may face litigation from third parties aimed at delaying or stopping the Company’s operations or
could potentially be impact by a third party attempting to litigate against a licensing authority. Such litigation could
be brought by environmental pressure groups or competitors and could result in the Company having to spend
management time and cash on dealing with such proceedings.
Mining industry risks and hazards
The Company’s operations will be subject to typical hazards and risks present in exploiting natural resources. This
includes accidents, industrial disputes and litigation from third parties. Any such events could materially impact
the Company’s financial condition.
Foreign exchange risk
The Company will be exposed to foreign exchange risk as it is domiciled in the UK but with operations in Germany
and Australia, and, in addition as tin is priced in US Dollars. There can be no guarantee that exchange rates
between the Pound, Euro, Australian Dollar and US Dollar will not become more volatile in the future.
Going concern
The Group currently has no income and meets its working capital requirements through raising development
finance. In common with many businesses engaged in exploration and evaluation activities prior to production
and sale of minerals the Group will require additional funds and/or funding facilities in order to fully develop its
business plan. Ultimately the viability of the Group is dependent on future liquidity in the exploration period and
this, in turn, depends on the availability of funds.
During the year the Company raised net proceeds of £5.6 million from a private placing of new shares.
Subsequent to the year end, the Company’s shares were admitted to trading on the London Stock Exchange
raising equity of £20 million.
The Directors have prepared financial projections and plans for a period of at least 12 months from the date of
approval of these financial statements. Based on the current management plan, management believes that these
funds are sufficient for the expenditure to date as well as the planned forecast expenditure for the forthcoming
twelve months.
The Directors have a reasonable expectation that the Group and the Company have adequate resources to
continue in operational existence for the foreseeable future. For this reason, the Directors consider it appropriate
for the Group and the Company to adopt the going concern basis in preparing these financial statements.
FIRST TIN PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
8
Environmental, social and governance considerations
First Tin is committed to the environmentally sensitive development of advanced hard rock tin projects in conflict
free, low political risk jurisdictions. The Company’s goal is to develop and operate zero carbon sustainable tin
mines that support the current global clean energy and technological revolutions.
First Tin is also supporting a decarbonised future and is committed to best-in-class environmental responsibility.
The impacts of climate change are increasingly being felt around the world and First Tin is committed to being
a zero-carbon emissions company as agreed to by nations participating in the Paris Agreement of 2015. The
Company applies stringent environmental controls and procedures to minimise and mitigate its impact on land,
water, air quality, climate and biodiversity and complies with the requirements of all applicable legislation,
regulation and rules. First Tin is currently in the process of undertaking a third party independent ESG audit
assessment and is a qualified candidate for European Raw Material Alliance funding and support.
Events after the reporting date
On 9 March 2022 the Company’s wholly-owned subsidiary, First Tin Australia Pty Ltd, was incorporated in
Australia.
On 8 April 2022 the Company’s shares were admitted to the Official List (by way of a Standard Listing under
Chapter 14 of the Listing Rules) and to trading on the Main Market of the London Stock Exchange. This follows
a subscription, institutional placing and retail offer which raised in aggregate £20 million (before expenses) at a
placing price of 30 pence per share.
Also on 8 April 2022, the Company issued 60,000,000 shares to Aus Tin to complete the acquisition of Taronga.
This report was approved by the board on 27 May 2022 and signed on its behalf:
Mr C Cannon Brookes
Director
FIRST TIN PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
9
Effective from the Company’s admission to the Standard Segment of the Financial Conduct Authority’s Official
List.
The Company is managed under the direction and supervision of the Board of Directors. Among other things,
the Board sets the vision and strategy for the Company in order to effectively implement the Company’s
business model which is to be the largest listed supplier of sustainable tin for the fourth industrial revolution –
decarbonise and electrify – by bringing our capex lite, advanced-stage projects into production.
Good corporate governance creates shareholder value by improving performance while reducing or mitigating
risks that the Company faces as we seek to create sustainable growth over the medium to long-term. It is my
role as Chairman to lead the Board effectively and to oversee the adoption, delivery and communication of the
Company’s corporate governance model.
The Listing Rules to require all companies admitted to the Standard Segment of the FCA’s Official List to adopt
and comply with a recognised corporate governance code, the Board has adopted the Quoted Companies
Alliance Corporate Governance Code (the “Code”). It was decided that the Code was more appropriate for the
Company’s size and stage of development than the more prescriptive Financial Reporting Council’s UK
Corporate Governance Code. The narrative that follows sets out in broad terms how we comply with the Code
at this point in time and we will provide annual updates to the report going forward.
Principle 1: Establish a strategy and business model which promote the long-term value for
shareholders
First Tin plans to establish sustainable tin production and processing from its flagship assets, the Tellerhauser
project in Saxony, Germany and the Taronga Project in New South Wales, Australia.
First Tin is developing advanced hard rock tin projects in Tier 1 jurisdictions; Germany and Australia with an
ambition to follow these streams of critic mineral into the electric vehicle, renewable energy and semi-conductor
supply chain.
Principle 2: Seek to understand and meet shareholder needs and expectations
The Company is committed to listening and communicating openly with its shareholders to ensure that its
strategy, business model and performance are clearly understood. Understanding what analysts and investors
think about us, and in turn, helping these audiences understand our business, is a key part of driving our
business forward and we actively seek dialogue with the market. We will do so via retail and institutional investor
roadshows, attending and presenting at investor conferences, meeting with independent investment analysts
and financial journalists and our regular reporting.
The Directors actively seek to build a relationship with institutional shareholders. The Chief Executive Officer
(“CEO”) and other directors will make presentations to institutional shareholders and analysts from time-to-time
in part to listen to their feedback and have a direct conversation on any areas of concern. The Board as a whole
is kept informed of the views and concerns of major shareholders by briefings from the CEO. Any significant
investment reports from analysts will be circulated to the Board. The Non-Executive Chairman is also available
to meet with major shareholders if required to discuss issues of importance to them.
The Annual General Meeting (“AGM”) is one forum for dialogue with shareholders and the Board. The Notice
of Meeting is sent to shareholders at least 21 clear days before the AGM. The chairs of the Board and all
committees, together with all other Directors, will routinely attend the AGM and are available to answer
questions raised by shareholders. For each vote, the number of proxy votes received for, against and withheld
is announced at the meeting. The results of the AGM will subsequently be published on the Company’s website.
FIRST TIN PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
10
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for
long-term success
Engaging with all our stakeholders strengthens our relationships and helps us make better business decisions
to deliver on our commitments. The Board is regularly updated on wider stakeholder engagement to stay abreast
of stakeholder insights into the issues that matter most to them and our business, and to enable the Board to
understand and consider these issues in decision-making. Some examples of stakeholders aside from our
shareholders are our clients and our suppliers. The Board therefore closely monitors and reviews the results of
the Company’s engagement with those groups to ensure alignment of interests.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout
the organisation
Financial controls
The Company's Audit and Risk Committee comprises Ingo Hofmaier (Chairman), Catherine Apthorpe and
Seamus Cornelius. The Audit and Risk Committee meets as often as required and at least twice a year. The
Audit and Risk Committee’s main functions include reviewing the effectiveness of internal control systems and
risk assessment, making recommendations to the Board in relation to the appointment and remuneration of the
Company’s auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and
qualifications.
The Audit and Risk Committee also monitors the integrity of the financial statements of the Company and Group,
including its annual and interim reports and any other formal announcement relating to financial performance.
The Audit and Risk Committee is responsible for overseeing the Company’s relationship with the external
auditors, including making recommendations to the Board on the appointment of the external auditors and their
remuneration. The Audit and Risk Committee considers the nature, scope and results of the auditors’ work and
reviews, and can develop and implements policies on the supply of non-audit services that are provided by the
external auditors where appropriate. The Audit and Risk Committee focuses particularly on compliance with
legal requirements, accounting standards and the relevant Listing Rules for Companies and ensuring that an
effective system of internal financial and non-financial controls is maintained. The ultimate responsibility for
reviewing and approving the annual report and accounts remains with the Board. The identity of the Chairman
of the Audit and Risk Committee is reviewed on an annual basis and the membership of the Audit and Risk
Committee, and its terms of reference are kept under review. The Audit and Risk Committee members have no
links with the Company’s external auditors.
Standards and policies
The Board is committed to maintaining appropriate standards for all the Group’s business activities and ensuring
that these standards are set out in written policies where appropriate. The Board acknowledges that the Group’s
international operations may give rise to possible claims of bribery and corruption. In consideration of the UK
Bribery Act the Board reviews the perceived risks to the Group arising from bribery and corruption to identify
aspects of the business which may be improved to mitigate such risk. The Board has adopted a zero-tolerance
policy toward bribery and has reiterated its commitment to carry out business fairly, honestly and openly. The
Company has also adopted a share Dealing Code for the Board, in conformity with the requirements of the
Listing Rules for Companies and the Market Abuse Regime (MAR) and will take steps to ensure compliance by
the Board and senior staff with the terms of the code. In summary, the code stipulates that those covered by it
should: not deal in any securities of the Company unless prior written notice of such proposed dealings has
been given to the Board and written clearance received from the Board; not purchase or sell any securities of
the Company in the two months immediately preceding the announcement of the Company’s half-yearly or
annual results; not use another person, company or organisation to act as an agent, or nominee, partner, conduit
or in another capacity, to deal in any securities on their behalf where that third person would breach obligations
under this paragraph; and immediately inform the Board of any dealings in the Company’s shares.
All material contracts are required to be reviewed and signed by a senior Director of the Company and reviewed
by our external counsel.
FIRST TIN PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
11
The Company has a social media policy. The objective of the policy is to minimise the risks to the Company
through use of social media. The policy deals with the use of all forms of social media, all social networking
sites, internet postings, the Company’s website, non-regulatory news feeds and blogs. It applies to use of social
media for business purposes as well as personal use that may affect the Company in any way. The policy
covers all employees, officers, consultants, contractors, interns, casual workers and agency workers.
Principle 5: Maintain the board as a well-functioning, balanced team led by the chair
The Board comprises the Non-Executive Chairman, one Executive Director and three Non-Executive Directors.
The Board considers that the Non-Executive Directors bring an independent judgement to bear. The Board is
satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company
on the other, to enable it to discharge its duties and responsibilities effectively. All Directors are encouraged to
use their independent judgement and to challenge all matters, whether strategic or operational. The Chairman
holds update meetings with each Director to ensure they are performing as they are required.
During the financial year to 31 December 2022, at least 4 Board meetings will take place. Key Board activities
in the coming year will include the receipt, investigation and assessment of any potential acquisition candidates.
Continued open dialogue with the investment community; Consider our financial and non-financial policies;
Discuss strategic priorities; Discuss the Company’s capital structure and financial strategy, including capital
investments and shareholder returns; Discuss internal governance processes; review the Company’s risk
profile; Review feedback from shareholders post full and half year results. The Company has effective
procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments
and interests of its directors, and changes to these commitments and interests must be reported to and, where
appropriate, agreed with the rest of the Board.
Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills
and capabilities
The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and
experience, including in the areas of mining, commodities, finance, capital markets, legal and corporate
governance. All Directors receive regular and timely information on the Company’s operational and financial
performance. Relevant information is circulated to the Directors in advance of meetings.
The Board makes decisions regarding the appointment and removal of Directors and there is a formal, rigorous
and transparent procedure for appointments. The Company’s Articles of Association require that: any Director
who has held office at the time of the three previous AGMs and who did not retire at either of them must retire
from office and may offer him or herself for re-election by the shareholders; and that any new Directors appointed
during the year must stand for election at the AGM immediately following their appointment.
All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at
the Company’s expense. In addition, the Directors have direct access to the advice and services of the Company
Secretary and Legal Counsel.
Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous
improvement
The Company is constantly assessing the individual contributions of each of the members of the Board and
executive team to ensure that: their contribution is relevant and effective, that they are committed and where
relevant, they have maintained their independence. Over the next 12 months we intend to review the
performance of the team as a unit to ensure that the members of the Board collectively function in an efficient
and productive manner.
FIRST TIN PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
12
Principle 8: Promote a corporate culture that is based on ethical values and behaviours
The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is
essential to maximise shareholder value. With regard to the structure and size of the Company, the Board is
confident the ethical values are being adhered to through multiple ways. Many employees are members of
professional bodies and/or are educated to a very high academic level. Having a relevant professional degree
and being a member in good standing of the professional body aligns with the culture the Company cultivates
to obtain its objectives. The Company will only meet its objectives if all of its employees are ethical, fair and
transparent in their dealings with our stakeholders. The feedback of the Company’s clients of their relationship
with every member of the Company is requested to assist the Company in reinforcing its corporate culture.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good
decision-making by the board
The Board meets at least four times each year in accordance with its scheduled meeting calendar. The Board
sets direction for the Company through a formal schedule of matters reserved for its decision. Prior to the start
of each financial year, a schedule of dates for that year’s four Board meetings is compiled to align as far as
reasonably practicable with the Company’s financial calendar while also ensuring an appropriate spread of
meetings across the financial year. This may be supplemented by additional meetings as and when required.
During the financial year to 31 December 2022, the Board will meet for at least four scheduled meetings.
The Board and its Committees receive appropriate and timely information prior to each meeting; a formal
agenda is produced for each meeting, and Board and committee papers are expected to be distributed well
before meetings take place. Any Director may challenge Company proposals and decisions are taken
democratically after discussion. Any Director who feels that any concern remains unresolved after discussion
may ask for that concern to be noted in the minutes of the meeting, which are then circulated to all Directors.
Any specific actions arising from such meetings are agreed by the Board or relevant committee and then
followed up by the Company’s management.
The Board is responsible for the long-term success of the Company. There is a formal schedule of matters
reserved to the Board. It is responsible for overall group strategy; approval of major investments; approval of
the annual and interim results; annual budgets; dividend policy; and Board structure. It monitors the exposure
to key business risks and reviews the annual budgets and their performance in relation to those budgets. There
is a clear division of responsibility at the head of the Company. The Chairman is responsible for running the
business of the Board and for ensuring appropriate strategic focus and direction. The CEO is responsible for
proposing the strategic focus to the Board, implementing it once it has been approved and overseeing the
management of the Company through the executive team.
The Board is supported by the Audit and Risk Committee, ESG Committee, Remuneration and Nominations
Committee. Each committee has access to such resources, information and advice as it deems necessary, at
the cost of the Company, to enable the committee to discharge its duties. The Audit and Risk and Remuneration
and Nominations Committees comprise not less than three members, all of whom are independent Non-
Executive Directors.
The ESG Committee comprises not less than three members, of which two are independent. The ESG
Committee meets at least twice annually to review the Group’s operations to ensure that the environment and
its positive contribution to society, is incorporated in all aspects of the Group’s development. To review the
Group’s stated responsibilities with respect to environmental, social and ESG policy and assessment of the
Group’s internal controls used to demonstrate and record conformity with the Group’s stated ESG goals. The
current members of the committee are Mr C Cannon Brookes, Mr I Hofmaier and Mr S Cornelius.
FIRST TIN PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
13
The Nominations and Remuneration Committee ensures the time required from a Non-Executive Director is
reviewed and whether each Non-Executive Director is spending enough time to fulfil his or her duties. The
structure, size, composition, skills, knowledge and experience of the Board and the leadership needs of the
Company to ensure that the Company continues to compete effectively in its market place. The Committee also
ensures that remuneration is aligned to the implementation of the Company strategy and effective risk
management, taking into account the views of shareholders and is also assisted by executive pay consultants
as and when required. The current members of the committee are Mr I Hofmaier, Ms C Apthorpe and Mr S
Cornelius.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue
with shareholders and other relevant stakeholders
The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-
year announcements, the AGM, RNS announcements, EGM’s as required, and one-to-one meetings with large
existing or potential new shareholders. A range of corporate information (including all Company announcements
and presentations) is also available to shareholders, investors and the public on the Company’s corporate
website, www.firstin.com. The Board receives regular updates on the views of shareholders through briefings
and reports from the CEO and the Company’s brokers. The Company communicates with institutional investors
frequently through briefings with management. In addition, analysts’ notes and brokers’ briefings are reviewed
to achieve a wide understanding of investors’ views. The Company will also communicate to individual investors
and private client brokers, investor roadshows and presentations at investor conferences.
The Audit and Risk, Nomination and Remunerations and Environmental and Social Governance Committees
were formed after the year ended 31 December 2021. As such individual committee reports will be included in
the 31 December 2022 audited annual report and audited consolidated financial statements.
FIRST TIN PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
14
This Remuneration Report sets out the Group’s policy on the remuneration of Directors, together with details of
Directors’ remuneration packages and service contracts for the year ended 31 December 2021.
Directors’ remuneration (audited)
The table below sets out the Directors’ remuneration and fees:
2021
Fees
£
Share based
payments
£
Total
£
Mr M E Thompson
12,000
-
12,000
Mr A J Truelove
52,640
-
52,640
Mr A M J Collette
12,000
-
12,000
Mr G D Stanley
94,806
-
94,806
Mr S L Fabian
72,000
14,609
86,609
Mr C Cannon Brookes
9,000
-
9,000
Mr T Buenger
96,564
149,000
245,564
349,010
163,609
512,619
2020
Fees
£
Share based
payments
£
Total
£
Mr M E Thompson
12,000
-
12,000
Mr A J Truelove
38,944
-
38,944
Mr A M J Collette
12,000
-
12,000
Mr G D Stanley
23,919
-
23,919
Mr S L Fabian
120,000
-
120,000
Mr C Cannon Brookes
-
-
-
Mr T Buenger
-
-
-
206,863
-
206,863
Pension arrangements (audited)
There were no pensions or other similar arrangements in place with any of the Directors during the years ended
31 December 2021 or 2020.
Payments to past Directors (audited)
No payments were made to past Directors’ in the years ended 31 December 2021 or 2020.
Payments for loss of office (audited)
During the year ended 31 December 2021, Mr G D Stanley received a payment of £50,000 for loss of office
(included in the fees set out above). No payments for loss of office were made during the year ended 31
December 2020.
FIRST TIN PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
15
Directors’ interests (audited)
The beneficial interests of the Directors who held office at 31 December 2021 and their connected parties in the
share capital of the Company were as follows:
No. ordinary
shares
2021
No. ordinary
shares
2020
Mr M E Thompson
8,805,000
8,735,000
Mr A J Truelove
100,000
-
Mr A M J Collette
2,237,846
2,169,453
Mr G D Stanley
-
1,250,000
Mr S L Fabian
1,250,000
250,000
Mr C Cannon Brookes
1
9,628,413
-
Mr T Buenger
1,510,400
-
1
Includes shares held by Arlington Partners Fund Limited
The remuneration disclosure is not in full compliance with the requirements of a Remuneration Report for a
Standard listed company as the Company was not listed until after the year end. Future reports will be in full
compliance.
This report was approved by the Board on 27 May 2022 and signed on its behalf by:
Mr C Cannon Brookes
Director
FIRST TIN PLC
BOARD OF DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2021
16
Thomas Buenger
Chief Executive Officer
Thomas holds a PhD in metallurgy from Freiberg University with more than 25 years’ experience in base metal
and semiconductor industry. He is a base metals senior executive with wide breadth of knowledge across
multiple disciplines across the base metals industry with focus on non-ferrous metals, copper, PGMs and
recycling. Thomas is a former board member, chief operating officer and chief technical offer of Aurubis AG, a
world leading copper and multi metal producer.
Charles Cannon Brookes
Non-executive Chairman
Charles has over 20 years’ investment experience. He is a Director of Arlington Group Asset Management
Limited (AGAM) and has successfully led a number of IPO and RTO transactions on the London markets. Prior
to AGAM he worked for Arlington Group plc, an AIM quoted investment company and managed all of its public
equity portfolio, as well as Jupiter Asset Management, ABN Amro and Barclays de Zoete Wedd. He has advised
and sat on the board of a number of different funds, trusts and other operating public companies.
Catherine Apthorpe
Independent Non-executive Director
Catherine is a qualified Solicitor (England and Wales) since 2004 and Company Secretary with over 10 years
of experience in the mining sector across a number of jurisdictions. She has extensive experience in
fundraisings, due diligence exercises, acquisitions, strategic investments, project management, and debt
financing. Catherine was nominated and selected for the Top 100 Global Inspiration Women in Mining 2016.
Catherine is currently Group Corporate Counsel & Company Secretary with Capital Limited, a leading mining
services company listed on the main market of the LSE, and a Non-Executive Director of Panthera Resources
plc (AIM).
Seamus Cornelius
Independent Non-executive Director
Seamus is an experienced public company director and corporate lawyer. Since 2010 he has served as a non-
executive director on numerous public listed companies. He also has over 20 years’ experience as a corporate
lawyer and for most of his legal career was a Shanghai based partner of a major international law firm. Most of
his work during this time involved advising multi-national corporations on their investment and business in China.
He also acted for large Chinese SOEs on outbound acquisitions. Seamus is currently the Executive Chairman
of Danakali Limited and Non-Executive Chairman of Element 25 Limited, Buxton Resources Limited and
Duketon Mining Limited.
Ingo Hofmaier
Independent Non-executive Director
Ingo has 20 years of investment banking experience in Europe and Asia. He was instrumental in building the
metals and mining practice of Hannam & Partners, a London-based merchant bank, with experience across
complex joint-venture, M&A, equity investments, capital markets, and corporate finance transactions. Ingo is
currently the interim CFO of SolGold plc. Formerly he was a senior business development executive with Rio
Tinto, Capgemini, and a Financial Controller and later Commercial Director with Wienerberger, an Austrian
building material group with significant interests in Germany.
FIRST TIN PLC
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
17
The directors present their annual report together with the audited financial statements of First Tin Plc and its
subsidiaries for the year ended 31 December 2021.
Principal activities
The Company owns two advanced tin projects, one in Germany and one in Australia, and is seeking to bring
both projects into production in order to be able to deliver a sustainable answer to the material supply issues
faced by industrial tin consumers.
The Company’s aim is to become a global tin producer supplying fully traceable and verifiable tin units into
global industries with high tin usage needs.
Results and dividends
No ordinary dividends were paid during the year. The directors do not recommend payment of a final dividend.
Directors
The directors who served throughout the year and up to the date of signing of the annual report were as follows:
Mr M E Thompson (Resigned 24 March 2022)
Mr A J Truelove (Resigned 24 March 2022)
Mr A M J Collette (Resigned 24 March 2022)
Mr G D Stanley (Resigned 27 March 2021)
Mr S L Fabian (Resigned 24 March 2022)
Mr C Cannon Brookes (Appointed 7 April 2021)
Mr T Buenger (Appointed 1 October 2021)
Ms C Apthorpe (Appointed 8 April 2022)
Mr S Cornelius (Appointed 8 April 2022)
Mr I Hofmaier (Appointed 8 April 2022)
Directors’ remuneration
The Directors’ remuneration is detailed in the Directors’ Remuneration Report on pages 14 to 15.
Directors’ and Officers’ Indemnity Insurance
The Group has purchased Directors’ and Officers’ liability insurance which provides cover against liabilities
arising against them in that capacity.
Substantial shareholders
The Company has been notified of the following interests of 3 per cent. or more in its issued share capital as at
26 May 2022:
No. ordinary
shares
Percentage
holding
Aus Tin Mining Limited
60,000,000
22.60%
Baker Steel Capital Managers LLP
40,788,014
15.36%
Arlington Partners Fund Limited
19,191,772
7.23%
Lau Sheung Man
12,623,611
4.75%
Sparta AG
11,666,667
4.39%
FIRST TIN PLC
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
18
Events after the reporting period
On 9 March 2022 the Company’s wholly-owned subsidiary, First Tin Australia Pty Ltd, was incorporated in
Australia.
On 8 April 2022 the Company’s shares were admitted to the Official List (by way of a Standard Listing under
Chapter 14 of the Listing Rules) and to trading on the Main Market of the London Stock Exchange. This follows
a subscription, institutional placing and retail offer which raised in aggregate £20 million (before expenses) at a
placing price of 30 pence per share.
Also on 8 April 2022, the Company issued 60,000,000 shares to Aus Tin to complete the acquisition of Taronga.
Going concern
The Group currently has no income and meets its working capital requirements through raising development
finance. In common with many businesses engaged in exploration and evaluation activities prior to production
and sale of minerals the Group will require additional funds and/or funding facilities in order to fully develop its
business plan. Ultimately the viability of the Group is dependent on future liquidity in the exploration period and
this, in turn, depends on the availability of funds.
During the year the Company raised net proceeds of £5.6 million from a private placing of new shares.
Subsequent to the year end, the Company’s shares were admitted to trading on the London Stock Exchange
raising equity of £20 million.
The Directors have prepared financial projections and plans for a period of at least 12 months from the date of
approval of these financial statements. Based on the current management plan, management believes that these
funds are sufficient for the expenditure to date as well as the planned forecast expenditure for the forthcoming
twelve months.
The Directors have a reasonable expectation that the Group and the Company have adequate resources to
continue in operational existence for the foreseeable future. For this reason, the Directors consider it appropriate
for the Group and the Company to adopt the going concern basis in preparing these financial statements.
Directors’ responsibilities statement
The Directors are responsible for preparing the annual report and the consolidated financial statements in
accordance with applicable law and regulations. Company law requires the directors to prepare the Group and
the Company financial statements for each financial year. Under that law the directors have elected to prepare
the Group financial statements in accordance with UK adopted International Accounting Standards and elected
to prepare the Company financial statements under United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards including FRS 101 Reduced Disclose Framework) and applicable law.
Under company law, the Directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the
Group for that period. In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures
disclosure and explained in the financial statements;
prepare the Strategic Report, Directors’ Report and Directors’ Remuneration Report which comply with the
requirements of the Companies Act 2006; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group and the Company will continue in business.
FIRST TIN PLC
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
19
Directors’ responsibilities statement (continued)
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Company. They have general responsibility for taking such steps as are reasonably open to them to safeguard
the assets of the Company and to prevent and detect fraud and other irregularities.
Website publication
The directors are responsible for ensuring that the Strategic Report, Directors’ Report and other information
included in the annual report and the financial statements are made in accordance with applicable law in the
United Kingdom. The maintenance and integrity of the First Tin plc website is the responsibility of the Directors.
Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other
information included in annual reports may differ from legislation in other jurisdictions.
Disclosure of information to the auditor
The Directors, who were in office at the date of approval of this report, confirm that, so far as they are aware,
there is no relevant audit information of which the Company’s auditor is unaware and that they have taken all
reasonable steps to make themselves aware of any relevant audit information and to establish that the
Company’s auditor is aware of that information.
The Directors are responsible for preparing the financial statements in accordance with the Disclosure and
Transparency Rules of the United Kingdom’s Financial Conduct Authority (“DTR”) and with International
Financial Reporting Standards as adopted by the United Kingdom.
The Directors confirm to the best of their knowledge that:
the financial statements have been prepared in accordance with the relevant financial reporting framework
and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and
the Company; and
the Strategic Report and Directors’ Report include a fair review of the development and performance of the
business and the financial position of the Group and the Company, together with a description of the
principal risks and uncertainties that it faces; and
the annual report and financial statements, taken as a whole, are fair, balanced, and understandable and
provide the information necessary for shareholders to assess the Group’s position, performance, business
model and strategy.
Annual General Meeting
The Company’s Annual General Meeting will be held at 9 a.m. on 30 June 2022 at 1
st
Floor, 47/48 Piccadilly,
London, W1J 0DT.
On behalf of the board on 27 May 2022.
Mr C Cannon Brookes
Director
FIRST TIN PLC
STAKEHOLDER ENGAGEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
20
Section 172 Statement
The Directors of the Company, as those of all UK companies, must act in accordance with a set of general
duties. These duties are detailed in section 172 of the Companies Act 2006, which is summarised as follows:
“A director of a company must act in the way they consider, in good faith, would be the most likely to promote
the success of the company for the benefit of the shareholders as a whole and, in doing so have regard (amongst
other matters) to:
the likely consequences of any decisions in the long-term;
the interests of the company’s employees;
the need to foster the company’s business relationships with suppliers, customers and others;
the impact of the company’s operations on the community and environment;
the desirability of the company maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the company.”
Shareholders
First Tin seeks to develop a broad investor base with those who share our values and are supportive of our
strategy. Engagement with shareholders is a key element to this objective. and is achieved through various
ways. Besides engaging through the Company’s AGM and through publication of full and half-year financial
results, members of the executive team, supported by the Company’s broker and Investor Relations advisors,
will engage with investors directly, mainly through regulatory news, press releases and other publications, as
well as presentations and investor talks.
Employees
Our current and future success is underpinned by our ability to engage, motivate and adapt our workforce.
Creating the right environment for employees where their various strengths are recognised and their
contributions are valued, helps to ensure that we can deliver our shared objectives. During 2021, internal
communications were strengthened, so employees were kept informed of all the workstreams across the
Company and helped to raise key issues with directors and executives.
Customers
First Tin is in the process of developing its assets. However understanding our future customers and even their
customers and what matters to them will be of paramount importance to the Company. A comprehensive
knowledge of the Tin market, end users and delivery of this resource in a clean and ethical manner is at the
core of First Tin’s corporate values.
Suppliers
We have long-standing, close relationships with our suppliers and are in regular contact with them. Fostering
good business relationships with key stakeholders including suppliers is important to the Company’s success
and we are committed to acting ethically and with integrity in all business dealings and relationships.
Communities and environment
First Tin is committed to utilising industry best practices and achieving the highest standards of environmental
management and safety. The Company also seeks and maintains positive relationships with its local
communities and endeavour to continuously assess and monitor environmental impact, promote internally and
across our industry best practices for environmental management and safety.
FIRST TIN PLC
STAKEHOLDER ENGAGEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
21
Government and regulators
Maintaining respectful and collaborative relationships with our regulatory authorities is vital to the success of
our business. We believe that the strength of these relationships will allow us to make a sustainable and
beneficial contribution to the regions in which we operate.
Business conduct
As explained in more detail in the Corporate Governance section on pages 9 to 13, values and culture are an
integral part of our strategy and the Board strives to promote a culture based on high business conduct
standards.
Acting fairly as between members of the Company
Having assessed all necessary factors, and as supported by the processes described above, the Directors
consider the best approach to delivering on the Company’s strategy. This is done after assessing the impact on
all stakeholders and is performed in such a manner so as to act fairly as between the Company’s members.
FIRST TIN PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
22
Opinion
We have audited the financial statements of First Tin PLC (the “Company”) and its subsidiary (the “Group”) for
the year ended 31 December 2021, which comprise:
the consolidated statement of comprehensive income for the year ended 31 December 2021;
the consolidated and the Company statements of financial position as at 31 December 2021;
the consolidated statements of cash flows for the year ended 31 December 2021;
the consolidated and the Company statements of changes in equity for the year then ended 31 December
2021; and
notes to the financial statements, which include a summary of significant accounting policies and other
explanatory information.
The financial reporting framework that has been applied in the preparation of the Group financial statements is
applicable law and UK adopted International Accounting Standards (IFRSs). The financial reporting framework
that has been applied in the preparation of the Company financial statements is applicable law and United
Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework
(United Kingdom Generally Accepted Accounting Practice).
In our opinion:
the financial statements give a true and fair view of the state of the Group’s and the Company's affairs as
at 31 December 2021 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with IFRSs;
the Company financial statements have been properly prepared in accordance United Kingdom Accounting
Standards; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are independent of the Company and the Group in
accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the ability of the Group and the Company continue to adopt the going concern basis of accounting
included the following procedures:
The going concern assessment period used by the Directors was at least 12 months from the date of the
approval of the financial statements. We assessed the appropriateness of the approach, assumptions and
arithmetic accuracy of the model used by management when performing their going concern assessment.
We evaluated the Directors’ assessment of the Group and the Company’s ability to continue as a going concern,
including tested the integrity of the going concern model, reviewed and challenged the underlying data and key
assumptions used to make the assessment. Additionally, we reviewed and considered potential downside
scenarios and the resultant impact on available funds, to assess the reasonableness of economic assumptions
on the Group’s solvency and liquidity position.
FIRST TIN PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
23
Conclusions relating to going concern (continued)
Further details of the Directors’ assessment of going concern is provided in Note 3.2.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the ability of the Group or the
Company's ability to continue as a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material if it
could reasonably be expected to change the economic decisions of a user of the financial statements. We used
the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the Group financial statements as
a whole to be £100,000 (2020: £68,000), based on 2% of the Group’s total assets at the year end. We consider
an asset-based measure to be appropriate because of the stage of development of the assets. Materiality for
the Company financial statements as a whole was set at £80,000 (2020: £58,000) based on 1% of the
Company’s total assets at the year end.
We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the
audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for
the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard
to the internal control environment. We determined Group’s performance materiality to be £70,000 (2020:
£48,000) and the Company’s performance materiality to be £56,000 (2020: £40,000).
Where considered appropriate performance materiality may be reduced to a lower level, such as, for related
party transactions and directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of £3,000 (2020: £2,000). Errors
below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on
qualitative grounds.
Overview of the scope of our audit
The significant components of the Group, located and operating in and into geographical areas, United Kingdom
and Germany. Our audit was conducted from the UK and Germany using a local subcontractor, also a member
firm of Crowe Global Network, as part of our audit team under our direction and supervision. All Group
companies were within the scope of our audit testing.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters included those which had the
greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of
the engagement team. These matters were addressed in the context of our audit of the financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
FIRST TIN PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
24
Overview of our audit approach (continued)
Key Audit Matters (continued)
This is not a complete list of all risks identified by our audit.
Key audit matter
How the scope of our audit addressed the key audit
matter
Valuation of intangible assets
The carrying value of intangible assets
comprise of the exploration and evaluation
(E&E) assets.
At the reporting date the carrying value of
the Group’s E&E assets were £3.38 million
(2020: £2.95
million). There may be
evid
ence of impairment to the carrying
value of the E&E assets.
We reviewed management’s assessment which
concluded that there are no facts or circumstances that
suggest that there any indicators of impairment of the
asset or that the recoverable amount is l
ess than the
carrying value.
In considering this assessment, we reviewed the following
sources of evidence:
board minutes, budgets and other operational
plans setting out the Group’s current plans for the
continued commercial appraisal of the mining
development assets;
current licence reserves appraisals;
current metal prices; and
current plans and intentions for the asset with
management.
Carrying value of investments and
intercompany receivables – Company
The carrying value of
investments in
subsidiaries in the financial statements of
the Company was £1.19 million (2020:
£0.46 million) and long-
term receivable
from subsidiaries was £6.84 million (2020:
£5.31 million).
Our audit risk focuses on the risk that these
balances may be impaired.
Investments in, and amounts due from,
subsidiaries are detailed in note 5, note 6
and note 7.
We considered with management whether any
indications of impairment existed. This includes
considering the existence of any indication of
discontinued exploration activities, management’s future
plans for the business, the ability of the business to
contin
ue to raise new investment and the market
capitalisation of the Group.
Our audit procedures in relation to the matter were designed in the context of our audit opinion as a whole. They
were not designed to enable us to express an opinion on the matter individually and we express no such opinion.
FIRST TIN PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
25
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 contained within the
annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility
is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with 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 directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the Company and their environment obtained in
the course of the audit, we have not identified material misstatements in the strategic report or the directors’
report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
we have not received all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the Company, or returns adequate for our audit have
not been received from branches not visited by us; or
certain disclosures of directors' remuneration specified by law are not made; or
the Company’s financial statements and the part of the directors’ remuneration report to be audited are not
in agreement with the accounting records and returns.
Responsibilities of the directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on pages 18 to 19, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group and the 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 Company or
to cease operations, or have no realistic alternative but to do so.
FIRST TIN PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
26
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the Group operates, focusing
on those laws and regulations that have a direct effect on the determination of material amounts and disclosures
in the financial statements. The laws and regulations we considered in this context were relevant company law
and taxation legislation in the UK and Germany jurisdictions in which the Group operates.
We identified the greatest risk of material impact on the financial statements from irregularities, including fraud,
to be the override of controls by management. Our audit procedures to respond to these risks included enquiries
of management about their own identification and assessment of the risks of irregularities, sample testing on
the posting of journals and reviewing accounting estimates for biases.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some
material misstatements in the financial statements, even though we have properly planned and performed our
audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot
be expected to detect non-compliance with all laws and regulations.
These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this
may involve sophisticated schemes designed to avoid detection, including deliberate failure to record
transactions, collusion or the provision of intentional misrepresentations.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters which we are required to address
We were appointed by the Board on 31 March 2022 to audit the statutory financial statements for the year ended
31 December 2021. Our total uninterrupted period of engagement is 1 year, covering the year ended 31
December 2021.
The non-audit services, we acted as reporting accountant on the Company’s listing to the London Stock
Exchange in April 2022, are not activities which are prohibited under the FRC’s Ethical Standard and we remain
independent of the company in conducting our audit. Fee paid for audit and non-audit services are provided in
note 6.
Our audit opinion is consistent with the additional report to the audit committee.
FIRST TIN PLC
INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
27
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.
Leo Malkin
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
27 May 2022
FIRST TIN PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
28
Notes
2021
2020
£
£
Administrative expenses
(1,321,977 )
(589,002 )
Operating loss
6
(1,321,977 )
(589,002 )
Other gains and losses
8
Finance costs
9
(58,495 )
(203,608 )
Loss on ordinary activities before taxation
(1,212,677 )
(682,289 )
Income tax expense
10
Loss after taxation
(1,212,677 )
(682,289 )
Other comprehensive income:
Exchange differences on translation of
foreign operations
(117,093 )
Changes in the fair value of equity instruments at fair value
through other comprehensive income
(582,750 )
Total comprehensive (loss)/income for the year
(1,912,520 )
Loss per share
Basic (pence)
11
(1.02 )
(1.02 )
Diluted (pence)
11
(1.02 )
(1.02 )
The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing
operations.
The notes on pages 32 to 54 form part of these financial statements.
FIRST TIN PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2021
29
Notes
2021
2020
Assets
£
£
Non-current assets
Intangible assets
13
Investments deposit and long-term receivables
14
Property, plant and equipment
15
Financial assets at fair value through other
comprehensive income
16
Current assets
Trade and other receivables
17
Cash and cash equivalents 2,503,714
Total assets
Liabilities
Current liabilities
Convertible loan notes
18
(2,478,479 )
Trade and other payables
19
(301,452 )
(187,721 )
(301,452 )
(2,666,200 )
Net current assets/(liabilities)
(2,324,610 )
Total assets less current liabilities
Net assets
Equity
Called up share capital
22
Share premium account
22
Share to be issued
23
Warrant reserve
24
Retained earnings
24
(10,507,856 )
(8,861,429 )
Translation reserve
24
(88,364 )
Total equity
The notes on pages 32 to 54 form part of these financial statements.
The financial statements were approved and authorised for issue by the board on 27 May 2022 and were signed
on its behalf by:
Mr C Cannon Brookes
Director
Company number 07931518
FIRST TIN PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
30
Share
capital
Share
premium
account
Shares to be
issued
Warrant
reserve
Retained
earnings
Translation
reserve
Total equity
£
£
£
£
£
£
£
At 1 January 2020
(8,928,390 )
(83,828 )
Comprehensive income:
Loss for the year
(682,289 )
(682,289 )
Other comprehensive income
Total comprehensive
income
Transactions with owners:
Accrued interest on convertible
loan notes
Issuance of shares
(200,548 )
At 1 January 2021
(8,861,429 )
Comprehensive income:
Loss for the year
(1,212,677 )
(1,212,677 )
Other comprehensive income
(582,750 )
(117,093 )
(699,843 )
Total comprehensive
income
(1,795,427 )
(117,093 )
(1,912,520 )
Transactions with owners:
Accrued interest on convertible
loan notes
Issuance of shares
(104,658 )
Share based payments
(80,763 )
(50,411 )
At 31 December 2021
(10,507,856 )
(88,364 )
The notes on pages 32 to 54 form part of these financial statements.
FIRST TIN PLC
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE YEAR ENDED 31 DECEMBER 2021
31
Note
2021
2020
£
£
Cash flows from operating activities
Operating loss
(1,321,977 )
(589,002 )
Adjustments for:
Depreciation
Share based payment expense
Increase in trade and other receivables
(317,770 )
(7,642 )
Increase in trade and other payables
Cash used in operations
(1,353,562 )
(522,904 )
Interest paid
(4,248 )
(3,060 )
Net cash used in operating activities
(1,357,810 )
(525,964 )
Cash flows from investing activities
Purchase of intangible fixed assets
(588,255 )
(286,779 )
Purchase of property, plant and equipment
(28,165 )
Initial consideration to acquire Taronga
(734,182 )
Loan advanced to Taronga
(813,762 )
Proceeds from sale of investment
Net cash used in investing activities
(1,831,364 )
(186,779 )
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from issue of convertible loans
Interest paid in respect of convertible loans
(200,000 )
Net cash generated from financing activities
Net increase/(decrease) in cash and cash equivalents
(128,435 )
Cash and cash equivalents at beginning of year
Currency translation
Cash and cash equivalents at the end of year
As disclosed in note 22, the material non-cash transactions relate to the equity conversion of convertible loan
notes and the issued of new shares to Mr T Buenger.
The notes on pages 32 to 54 form part of these financial statements
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
32
1 General Information
The Company is a public company limited by shares , incorporated in England and Wales under the
Companies Act 2006. The Company’s registered address is First Floor, 47/48 Piccadilly, London, England,
W1J 0DT.
The financial statements comprise of financial information of the Company and its subsidiary (the “Group”).
The principal activities of the Company and the Group and the nature of their operations are disclosed
elsewhere in these financial statements.
2 Presentation of financial statements
The financial statements are presented in pounds sterling, as this is the currency of the primary economic
environment that the group operates in.
3 Significant accounting policies
3.1 Basis of preparation
These financial statements have been prepared on the going concern basis in accordance with International
Financial Reporting Standards as adopted by the UK and the requirements of the Companies Act 2006. The
financial statements have been prepared on a historical cost basis, except for certain financial assets which
are measured at fair value.
3.2 Going concern
The Group currently has no income and meets its working capital requirements through raising development
finance. In common with many businesses engaged in exploration and evaluation activities prior to production
and sale of minerals the Group will require additional funds and/or funding facilities in order to fully develop
its business plan. Ultimately the viability of the Group is dependent on future liquidity in the exploration period
and this, in turn, depends on the availability of funds.
During the year the Company raised net proceeds of £5.6 million from a private placing of new shares.
Subsequent to the year end, the Company’s shares were admitted to trading on the London Stock Exchange
raising equity of £20 million.
The Directors have prepared financial projections and plans for a period of at least 12 months from the date
of approval of these financial statements. Based on the current management plan, management believes
that these funds are sufficient for the expenditure to date as well as the planned forecast expenditure for the
forthcoming twelve months.
The Directors have a reasonable expectation that the Group and the Company have adequate resources to
continue in operational existence for the foreseeable future. For this reason, the Directors consider it
appropriate for the Group and the Company to adopt the going concern basis in preparing these financial
statements.
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
33
3 Significant accounting policies (continued)
3.3 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries). Control is achieved where the Company has power over the
investee, is exposed or has rights to variable returns from its involvement with the investee and has the
ability to use its power to affect its returns.
Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as
equity transactions.
The results of subsidiaries acquired or disposed of are included in the consolidated Statement of
Comprehensive Income from the effective date of acquisition or up to the effective date of disposal, as
appropriate.
Where necessary, adjustments are made to the financial information of subsidiaries to bring the accounting
policies used into line with those used by the Group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are
eliminated on consolidation.
3.4 Intangible assets other than goodwill
Exploration and evaluation assets
The Group capitalises costs which directly relate to exploration and evaluation activities in areas for which it
has obtained appropriate legal rights and there is a high degree of confidence in the feasibility of the project.
Capitalised exploration and evaluation costs include acquisition of rights to explore, topographical,
geological, geochemical and geophysical studies, exploration drilling, sampling and activities in relation to
the evaluation of the technical feasibility and commercial viability of extracting a mineral resource. General
and administrative costs directly associated with such activities are also capitalised.
Exploration and evaluation costs are carried at cost less any impairment and are not amortised prior to the
conclusion of the appraisal activities. If the appraisal activities establish the existence of commercial reserves
and the decision is made to develop the site, then the carrying value of the associated exploration and
evaluation assets is tested for impairment and subsequently reclassified as development and production
assets. If commercial reserves have not been found, or exploration and evaluation activities have been
abandoned, then the associated exploration and evaluation assets are fully impaired.
Impairment charges and exploration costs incurred prior to obtaining legal rights are expensed in the profit
and loss as incurred.
3.5 Property, plant and equipment
Items of property, plant and equipment that do not form part of the exploration and evaluation assets are
carried as cost less accumulated depreciation and are depreciated on a straight-line basis over the following
expected useful economic lives:
Motor vehicles 3 years
Fixtures and fittings 3 - 15 years
Computer equipment 5 years
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
34
3 Significant accounting policies (continued)
3.6 Impairment of non-financial assets
At each reporting date, the Directors assess whether there is any indication that a Group’s asset, other than
deferred tax assets, may be impaired. Where an indicator of impairment exists, the Directors make an
estimate of the recoverable amount. An impairment loss is recognised in profit and loss whenever the
carrying amount of the asset or cash generating unit exceeds its recoverable amount.
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 the profit and loss, unless the relevant asset is carried at a
revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit)
is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount
does not exceed the carrying amount that would have been determined had no impairment loss been
recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is
recognised immediately in the profit and loss, unless the relevant asset is carried at a revalued amount
greater than cost, in which case the reversal of the impairment loss is treated as a revaluation increase.
3.7 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources
and assessing performance of the operating segments, has been identified as the Board of Directors.
3.8 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid
investments with original maturities of three months or less and bank overdrafts. Bank overdrafts are shown
within borrowings in current liabilities.
3.9 Financial assets
Financial assets are recognised in the Statement of Financial Position when the Group becomes party to
the contractual provisions of the instrument.
Financial assets are classified into specified categories. The classification depends on the Group’s business
model for managing the financial assets and the contractual terms of the cash flows. Financial assets are
initially measured at fair value plus transaction costs, other than those classified as “fair value through profit
or loss” or “fair value through other comprehensive income”, which are measured at fair value.
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
35
3 Significant accounting policies (continued)
3.9 Financial assets (continued)
Loans and receivables
Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they
contain significant financing components, in which case they are recognised at fair value. They are
subsequently measured at amortised cost using the effective interest method less loss allowance.
Loans and other receivables that have fixed or determinable payments and are held for collection of
contractual cash flows, where those cash flows represent solely payments of principal and interest, are
measured at amortised cost using the effective interest method less any impairment.
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.
Financial assets at fair value through “other comprehensive income”
Financial assets at fair value through “other comprehensive income” comprise of equity securities which
are not held for trading, and which the Group has irrevocably elected at initial recognition to recognise in
this category.
Changes in the fair value of these assets are recognised in “other comprehensive income”.
Impairment of financial assets
The Group assesses on a forward-looking basis the expected credit loss associated with its receivables
carried at amortised cost. The impairment methodology applied depends on whether there has been a
significant increase in credit risk. For trade receivables, the Group applies the simplified approach
permitted by IFRS 9, resulting in trade receivables recognised and carried at original invoice amount less
an allowance for any uncollectible amounts based on expected credit losses.
The Group recognises a loss allowance for expected credit losses on investments in debt instruments
that are measured at amortised cost or at “fair value through other comprehensive income”. The amount
of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial
recognition of the respective financial instrument.
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.
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
36
3 Significant accounting policies (continued)
3.10 Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other
financial liabilities.
Other financial liabilities
Other financial liabilities, including trade and other payables, are initially measured at fair value, and are
subsequently measured at amortised cost, using the effective interest rate method.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Group’s obligations are discharged,
cancelled, or they expire.
3.11 Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Dividends payable on equity instruments are recognised as liabilities once they are no longer at the
discretion of the Company.
3.12 Derivative financial instruments
Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are
subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised
in profit and loss immediately unless the derivative is designated and effective as a hedging instrument, in
which event the timing of the recognition in profit and loss depends on the nature of the hedge relationship.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host – with
the effect that some of the cash flows of the combined instrument vary in a way similar to a standalone
derivative. The convertible loan is measured at amortised cost and the conversion option is subsequently
measured at fair value. The Group’s policy is to offset the financial asset and liability in relation to the single
hybrid instrument and show them on a single line.
3.13 Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as
reported in the profit and loss 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 liability for
current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting
date.
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
37
3 Significant accounting policies (continued)
3.13 Taxation (continued)
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 statements 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.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to
be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the
liability is settled, or the asset is realised. Deferred tax is charged or credited in the profit and loss, 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 Group 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.
3.14 Foreign exchange
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency
of the primary economic environment in which the entity operates (the “functional currency”). The
consolidated financial statements are presented in pound sterling, which is the Group’s functional and
presentation currency.
Transactions and balances
Transactions in currencies other than the functional currency are recorded at the rates of exchange
prevailing at the dates of the transactions. At each reporting date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Gains and
losses arising on translation are included in profit or loss for the period.
Group companies
For the purpose of presenting the consolidated financial statements, the assets and liabilities of the Group’s
foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense
items are translated at the average exchange rates for each period, unless exchange rates fluctuate
significantly during that period, in which case the exchange rates at the date of transaction are used. All
resulting exchange differences are recognised in “other comprehensive income” and accumulated in equity.
3.15 Leases
The Directors assess whether a Group’s contract is, or contains, a lease at inception of the contract.
Payments associated with short-term leases or leases of low value assets are recognised on a straight-line
basis as an expense in profit or loss. Short-term leases are leases with a lease-term of 12 months or less
without a purchase option.
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
38
3 Significant accounting policies (continued)
3.16 Share-based payments
Equity-settled share-based payments to employees and others providing similar services are measured at
the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-
based vesting conditions. Details regarding the determination of the fair value of equity-settled share-based
transactions are set out in note 12 to these financial statements.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Directors’ estimate of the number of equity
instruments that will eventually vest. At each reporting date, the Directors revises their estimate of the
number of equity instruments expected to vest as a result of the effect of non-market-based vesting
conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such
that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves.
Equity-settled share-based payment transactions with parties other than employees are measured at the
fair value of the goods or services received, except where that fair value cannot be estimated reliably, in
which case they are measured at the fair value of the equity instruments granted, measured at the date the
entity obtains the goods or the counterparty renders the service.
3.17 New and amended standards adopted by the Group
The Group has applied the following amendments for the first time for the annual reporting period
commencing 1 January 2021:
Covid-19-Related Rent Concessions – amendments to IFRS 16; and
Interest Rate Benchmark Reform – Phase 2 – amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and
IFRS 16.
The amendments listed above did not have any impact on the amounts recognised in prior periods and are
not expected to significantly affect the current or future periods.
3.18 New standards and interpretations not yet adopted
Certain new accounting standards, amendments to accounting standards and interpretations have been
published that are not mandatory for 31 December 2021 reporting periods and have not been early adopted
by the Group. These standards, amendments or interpretations are not expected to have a material impact
on the entity in the current or future reporting periods and on foreseeable future transactions.
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
39
4 Critical accounting estimates and judgements
The preparation of the Group’s financial statements under IFRS requires the Directors to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities. Estimates and judgements are continually evaluated and are based on historical
experience and other factors including expectations of future events that are believed to be reasonable
under the circumstances. Actual results may differ from these estimates.
Details of the Group’s significant accounting judgements used in the preparation of these financial
statements include:
Recoverability of intangible exploration and evaluation assets
Where a project is sufficiently advanced, the recoverability of intangible exploration and evaluation assets
is assessed by comparing the carrying value to internal and operator estimates of the net present value of
projects. Intangible exploration assets are inherently judgemental to value. The amounts for intangible
exploration and evaluation assets represent active exploration projects. These amounts will be written-off to
the profit and loss as exploration costs unless commercial reserves are established, or the determination
process is completed and there are no indications of impairment.
5 Segmental analysis
In the opinion of the Board of Directors the Group has one operating segment, being the exploitation of
mineral rights.
Non-current assets by region are summarised below:
2021
2020
£
£
Germany
3,409,764 3,876,907
Australia
1,543,670
-
4,953,434 3,876,907
6 Operating loss
The operating loss for the year is stated after charging the following:
2021
2020
£
£
Depreciation
8,845
9,575
Expenses relating to short-term leases
44,586
36,398
Auditor’s remuneration:
Fees payable to the Company’s auditor for the audit of the Company
and consolidated financial statements
35,000 -
Fees payable to the Company’s auditor for other services:
Other transaction work
130,800 -
Less: amounts reclassified as prepayments (130,800) -
35,000
-
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
40
7 Staff costs and Directors’ remuneration
2021
2020
£
£
Wages and salaries
309,857
171,415
Social security costs
52,298
11,015
Total staff cost
362,155
182,430
Less: amount capitalised as intangible asset
(117,548)
(82,147)
Total staff cost recognised in the profit and loss
244,607
100,283
The average number of staff employed by the Group, including Directors, is detailed below:
2021
2020
No.
No.
Management and administration
3
3
Geology and environment
3
3
6
6
Directors’ remuneration and fees are disclosed in note 21.
The Directors are regarded as the key management personnel.
8 Other gains and losses
2021
2020
£
£
Gain on fair value of conversion option
(167,795)
(60,462)
Profit on disposal of subsidiary
-
(49,859)
(167,795)
(110,321)
9 Finance costs
2021
2020
£
£
Interest on convertible loan notes
54,247
200,548
Bank charges and other finance costs
4,248
3,060
58,495
203,608
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
41
10 Income tax expense
2021
2020
£
£
Current tax
-
-
Deferred tax
-
-
-
-
2021
2020
£
£
Loss before taxation on continued operations
(1,212,677)
(682,289)
Loss on before taxation multiplied by standard rate of UK
corporation tax of 19% (2020 – 19%)
(230,409)
(129,635)
Difference in overseas tax rate
(61,154)
(45,824)
Expenses not deductible for tax
31,519
16,605
Income and gains not subject to tax
-
(9,473)
Effect of tax losses not recognised as deferred tax assets
260,044
168,327
Total tax charge for the year
-
-
The Group has tax losses carried forward of approximately £7.4 million (2020: £5.9 million). The unutilised
tax losses have not been recognised as a deferred tax asset due to uncertainty over the timing of future
profits and gains.
11 Loss per Ordinary Share
2021
2020
Loss for the year attributable to the ordinary equity
holders of the Company (£)
(1,212,677)
(682,289)
Basic:
Weighted average number of Ordinary Shares issued (No.)
118,813,650
66,291,393
Adjustment for accrued shares to be issued for interest on
convertible loan notes (note 17) (No.)
-
727,199
Total weighted average number of Ordinary Shares issued used
in basic and diluted loss per Ordinary Share calculation (No.)
118,813,650
67,018,593
Basic loss per Ordinary Share
(1.02)
(1.02)
Diluted:
Weighted average number of Ordinary Shares issued (No.)
122,593,003
66,291,393
Adjustment for accrued shares to be issued for interest on
convertible loan notes (note 17) (No.)
-
727,199
Total weighted average number of Ordinary Shares issued used
in basic and diluted loss per Ordinary Share calculation (No.)
122,593,003
67,018,593
Diluted loss per Ordinary Share
(1.02)
(1.02)
For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume
conversion of all potential dilutive warrants, options and convertible loans over ordinary shares. Potential
ordinary shares resulting from the exercise of warrants, options and the conversion of convertible loans
have an anti-dilutive effect due to the Group being in a loss position. As a result, diluted loss per share is
disclosed as the same value as basic loss per share.
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
42
12 Share based payments
Share options
On 4 March 2019, the Company issued 2,725,000 share options to key personnel within the Company.
The options vest 7 business days after the grant date, have an exercise price of 13p and, if they remain
unexercised after 4 years, they expire. If the employees leave the Company, the options expire 90 days
after their leaving date:
2021
2020
No. of
options
No. of
options
Outstanding at beginning of year
2,210,000
2,275,000
Expired during the period
(650,000)
(65,000)
Outstanding at the end of the year
1,560,000
2,210,000
Exercisable at the end of the year
1,560,000
2,210,000
The options outstanding at 31 December 2021 had a weighted average exercise price of 13p (2020: 13p)
and a weighted average remaining contractual life of 1.67 years (2020: 2.17 years). During the year ended
31 December 2021, 650,000 options expired due to an employee leaving the company (2020: 65,000). No
options were exercised (2020: nil) and no further options were granted (2020: nil).
Share warrants
2021
2020
No. of
warrants
No. of
warrants
Outstanding at beginning of year
2,407,048
2,407,048
Granted during the period
3,168,000
-
Lapsed during the period
(2,407,048)
-
Outstanding at the end of the year
3,168,000
2,407,048
Exercisable at the end of the year
3,168,000
2,407,048
The warrants outstanding at 31 December 2021 had a weighted average exercise price of 20p (2020: 20p)
and a weighted average remaining contractual life of 2.78 years (2020: 0.32 years). During the year ended
31 December 2021, no warrants were exercised (2020: nil), 2,407,048 warrants expired (2020: nil) and
3,168,000 warrant were granted (2020: nil).
Impact on the statement of comprehensive income
Share options
The Group did not recognise a charge in profit or loss for the year ended 31 December 2021 (2020: £nil).
Share warrants
The Group recognised a charge of £14,609 in profit or loss for the year ended 31 December 2021 (2020:
£nil). A charge of £80,763 (2020: £nil) was recognised in the share premium account for the warrants
issued in return for the broker services in connection with a capital raise.
Shares issued
The Group recognised a charge of £149,000 in profit or loss for the year ended 31 December 2021 (2020:
£nil) in respect of shares issued to Mr T Buenger as part of his Chief Executive Officer contract.
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
43
13 Intangible assets
Exploration
and
evaluation
assets
£
Cost
At 1 January 2020
2,602,707
Additions
286,779
Disposals
(50,000)
Currency translation
110,741
At 31 December 2020
2,950,227
Additions
588,255
Currency translation
(157,569)
As at 31 December 2021
3,380,913
The intangible assets relate to the Tellerhäuser and Gottesberg tin projects located in southern Saxony in
the east of Germany.
The Directors assess for impairment when facts and circumstances suggest that the carrying amount of an
E&E asset may exceed its recoverable amount. In making this assessment, the Directors have regard to
the facts and circumstances noted in IFRS 6 paragraph 20. In performing their assessment of each of these
factors, at 31 December 2021, the Directors have:
a) reviewed the time period that the Group has the right to explore the area and noted no instances
of expiration, or licences that are expected to expire in the near future and not be renewed;
b) determined that further E&E expenditure is either budgeted or planned for all licences;
c) not decided to discontinue exploration activity due to there being a lack of quantifiable mineral
resource; and
d) not identified any instances where sufficient data exists to indicate that there are licences where
the E&E spend is unlikely to be recovered from successful development or sale.
On the basis of the above assessment, the Directors are not aware of any facts or circumstances that
would suggest the carrying amount of the E&E asset may exceed its recoverable amount.
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
44
14 Investments deposit and long-term receivables
Investment
deposit
Long-term
receivables
Total
£
£
£
Cost
At 1 January 2021
-
-
-
Additions
734,182
813,762
1,547,944
Currency translation
-
(4,274)
(4,274)
At 31 December 2021
734,182
809,488
1,543,670
In November 2021, the Company entered into a Sale and Purchase Agreement with Aus Tin, the parent
entity of Taronga, to acquire the entire share capital of Taronga for an initial cash consideration of £734,182
(AUD$1,350,000) followed by the issue of 60,000,000 ordinary shares of the Company on completion. The
acquisition is subject to a number of conditions including the Company’s share capital being admitted to
trading on the main market of the London Stock Exchange and completing a capital raising of £20 million
by no later than 30 June 2022. The Company also provided an unsecured, interest free loan to Taronga to
the value of £813,762 (AUD$1,505,000) as working capital. The acquisition was completed on 8 April 2022
as disclosed further in note 25.
No provision for impairment was recognised as at 31 December 2021 or 2020.
The table below sets out the Company’s subsidiaries. The subsidiaries have share capital consisting solely
of ordinary shares and the proportion of ownership interests held equals the voting rights. The registered
office address is also their principal place of business:
Name of company
Place of operation
Principal activity
Shareholding
Saxore Bergbau GmbH
(“Saxore”)
(incorporated in
Germany)
Platz der Oktoberopfer 1A
09599 Freiberg
Germany
Mineral exploration
100%
In January 2020, the Company disposed of one of its subsidiaries, Godophin Mining (UK) Limited (formerly
Anglo Saxony Minerals (UK) Limited) for cash consideration of £100,000. The carrying amount of the net
assets disposed was £50,141, consisting primarily of an exploration and evaluation intangible asset with
carrying value of £50,000, and thus a profit on disposal of £49,859 was recognised in other gains and
losses in profit or loss. In the event that the former subsidiary achieves certain performance criteria,
additional cash consideration of US$1,000,000 will be receivable. At the date of sale and as at 31
December 2021, the fair value of the additional consideration was £nil due to its low probability.
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
45
15 Property, plant and equipment
Motor vehicles
Fixtures and
fittings
Total
£
£
£
Cost
At 1 January 2020 and 31
December 2020
15,550
41,957
57,507
Additions
24,842
3,323
28,165
Currency translation
(1,589)
(7,483)
(9,072)
At 31 December 2021
38,803
37,797
76,600
Accumulated depreciation
At 1 January 2020
8,650
29,374
38,024
Charge for the year
5,209
4,366
9,575
Currency translation
(341)
(681)
(1,022)
At 31 December 2020
13,518
33,059
46,577
Charge for the year
4,811
4,034
8,845
Currency translation
(762)
(6,911)
(7,673)
At 31 December 2021
17,567
30,182
47,749
Net book value
At 31 December 2020
2,032
8,898
10,930
At 31 December 2021
21,236
7,615
28,851
16 Financial assets at fair value through other comprehensive income
2021
£
2020
£
Shares held in AIM listed company
-
915,750
The Group’s equity investment consists of a minority shareholding in Panthera Resources Plc, a company
listed on the AIM market of the London Stock Exchange. The investment is carried at fair value, based on
the quoted share price at the reporting date. The equity investment was disposed of in June 2021, with the
loss on disposal of £582,750 recognised in the other comprehensive income.
17 Trade and other receivables
2021
2020
£
£
Trade receivables
-
7,800
Prepayments and other receivables
311,549
11,425
Amounts due from related parties
-
69,818
Recoverable value added taxes
102,071
6,807
413,620
95,850
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
46
18 Convertible loan note
2021
£
2020
£
Convertible loan note
-
2,478,479
In 2018, the Group issued 5-year convertible loan note (“CLN”) for £1,000,000, being tranches 1-3 and in
2019 a further £1,000,000, being tranche 4 was issued. In 2020, the Group issued a further £200,000 CLN,
being tranche 5 and repayable in 3 years. The notes carry an interest rate of 10% per annum, payable in
a fixed number of Ordinary Shares. On maturity, the CLN are converted into Ordinary Shares at a fixed
price, unless the Company exercises its option to redeem the CLN at par in cash. There are further
conversion provisions in the event of an IPO or a change of control and the noteholders have the option to
convert the CLN into Ordinary Shares early.
The Company’s conversion option to redeem the CLN in cash instead of Ordinary Shares is a non-closely
related embedded derivative so is accounted for separately at “fair value through profit and loss” and the
host contract is initially measured at fair value and subsequently carried at amortised cost. The Company’s
policy is to offset the financial asset and liability in relation to the single hybrid instrument and show them
in a single line in the Statement of Financial Position.
The host contract is a financial liability, and the interest payments are in fixed number of Ordinary Shares,
and thus represent an equity instrument recognised directly in equity in the “shares to be issued” reserve.
In April 2021, all notes were redeemed at a price of 8p with the Company issuing 27,500,000 Ordinary
Shares (par value of £0.001) to the noteholders. The agreement included the settlement of interest to 30
September 2021, which resulted in the Company issuing further 191,781 Ordinary Shares (par value
£0.001) at 8p, and a cash payment of £200,000 to be made to cover the remaining balance.
The gain on fair value of the CLN of £167,795 is included within other gains and losses in profit or loss.
The movement in the embedded derivative financial asset is shown below:
2021
2020
£
£
Opening balance
(569,512)
(439,727)
Fair value of option at inception - tranche 5
-
(69,323)
Gain on fair value of option – tranches 1-3
(338,265)
(5,667)
Gain on fair value of option – tranche 4
(340,178)
(56,095)
(Gain)/loss on fair value of option – tranche 5 (103,512)
1,300
Convertible loan conversion
1,351,467
-
Closing balance
-
(569,512)
The movement in the debt host contract liability is shown below:
2021
2020
£
£
Opening balance
3,047,991
2,778,668
Cash subscription - tranche 5
-
200,000
Fair value of option at inception – tranche 5
-
69,323
Redemption
(3,047,991)
-
Closing balance
-
3,047,991
The convertible loan note balance of £nil (2020: £3,047,991) is the net of the financial asset and liability,
shown in the tables above.
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
47
19 Trade and other payables
2021
2020
£
£
Trade payables
210,521
82,184
Accruals
79,449
86,445
Other payables
11,482
19,092
301,452
187,721
20 Financial instruments
The principal financial instruments used by the Group from which financial instrument risk arises are as
follows:
Financial assets
2021
£
2020
£
Fair value through the profit and loss account
Convertible loan option
-
569,512
2021
2020
£
£
Measured at amortised cost
Cash and cash equivalents
2,503,714
245,740
Amount due from related parties
-
69,818
Trade and other receivables
67,736
13,121
2,571,450
328,679
2021
£
2020
£
Fair value through other comprehensive income
Shares held in AIM listed company
-
915,750
Fair value hierarchy
Some of the Groups financial assets are measured at fair value at the end of each reporting period.
There were no transfers between fair value hierarchies during 2021 or 2020.
Quoted market prices - Level 1
Fair value is determined by reference to unadjusted quoted prices for identical assets or liabilities in active
markets where the quoted price is readily available, and the price represents actual and regularly occurring
market transactions on an arm’s length basis. An active market is one in which transactions occur with
sufficient volume and frequency to provide pricing information on an ongoing basis.
The following financial assets are recognised in the financial statements at fair value through other
comprehensive income and are classified within the level 1 category:
2021
£
2020
£
Financial assets at fair value through other
comprehensive income
Shares held in AIM listed companies
-
915,750
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
48
20. Financial instruments (continued)
Fair value hierarchy (continued)
Valuation technique using observable inputs – Level 2
Fair value is calculated using inputs other than quoted prices as described for Level 1 but which are
observable for the asset or liability, either directly or indirectly.
Valuation technique using significant unobservable inputs - Level 3
Fair value of level 3 financial instruments incorporates significant inputs for the asset or liability that are not
based on observable market data (unobservable inputs). Unobservable inputs are those not readily
available in an active market due to market illiquidity or complexity of the product. These inputs are
generally determined based on observable inputs of a similar nature, historic observations on the level of
the input or analytical techniques.
The following financial asset are recognised in the financial statements at FVTPL and are classified within
the level 3 category:
2021
£
2020
£
Financial assets at fair value through profit and loss
Convertible loan option
-
569,512
The movement includes the conversion of the convertible loan option into the company’s share capital.
Financial liabilities
2021
2020
£
£
Liabilities measured at amortised cost
Convertible loan note
-
3,047,991
Trade and other payables
301,451
187,721
301,451
3,235,712
All financial assets and liabilities are due within one year.
The main risks arising from the Group's activities are market risk, credit risk and liquidity risk.
Market risk
Market risk is the risk that the fair value of future cash flows will fluctuate because of changes in market
price. This risk is primarily comprised of interest risk and foreign currency risk Interest rate risk is deemed
minimal due to the fixed element of interest on intercompany loans.
Foreign currency risk management
As highlighted earlier in these financial statements, the presentation currency of the Group is pound
sterling. The Group has foreign currency denominated assets and liabilities. Exposures to exchange rate
fluctuations therefore arise. The Group pays for invoices denominated in a foreign currency in the same
currency as the invoice therefore suffers from a level of foreign currency risk. The Group does not enter
into any derivative financial instruments to manage its exposure to foreign currency risk.
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
49
20. Financial instruments (continued)
Foreign currency risk management (continued)
The carrying amount of the Group's foreign currency denominated monetary assets and monetary
liabilities as at 31 December 2021 is as follows:
Australian dollars
2021
£
2020
£
Long
-term receivables
809,488 -
As at 31 December 2021, if all foreign currencies in which the Group transacts, had strengthened or
weakened by 10% against pound sterling with all other variables held constant, post-tax loss for the year
would have increased/(decreased) by:
Strengthened
by 10%
increase in
post-tax loss
£
Weakened
by 10%
decrease
in post-tax
loss
£
2020
-
-
2021
75,583
(89,932)
The rate of 10% is the sensitivity rate used when reporting foreign currency risk internally to key
management personnel and represents management's assessment of the reasonable possible change
in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency
denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign
currency rates. A positive number above indicates an increase in loss (increase in profit) or other equity
where the pound sterling strengthens by 10% against the relevant currency. For a 10% weakening of the
pound sterling against the relevant currency, there would be an equal and opposite impact on the profit
or loss and other equity.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Group. Credit risk arises principally from the Group's cash balances and other
receivables.
The Group gives careful consideration to which organisations it uses for its banking services in order to
minimise credit risk. The Group considers the banks and financial institutions have low credit risks.
Therefore, the Group is of the view that the loss allowance is immaterial and hence no provision is
required.
The concentration of the Group’s credit risk is considered by counterparty, geography and currency. The
Group does not have any significant concentrations of credit risk at the reporting date related to external
third parties. The Group is exposed to credit risk in relation to a loan to Taronga but, as this became a
wholly owned and controlled subsidiary subsequent to the year end, the credit risk is deemed to be low.
As at 31 December 2021, the Group held no collateral as security against any financial asset. No financial
assets were past their due date and there were no problems with the credit quality of any financial assets
in the year. As a result, there has been no impairment of financial assets during the year.
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
50
20. Financial instruments (continued)
Credit risk (continued)
The carrying amount of financial assets recorded in the financial statements, net of any allowances for
losses, represents the Group’s maximum exposure to credit risk without taking account of the value of any
collateral obtained. An allowance for impairment is made where there is an identified loss event which,
based on previous experience, is evidence of a reduction in the recoverability of the cash flows.
Management considers the above measures to be sufficient to control the credit risk exposure.
The Group recognises a loss allowance for expected credit losses in debt instruments at each reporting
date. As at 31 December 2021 and 2020, no impairment was recognised.
Liquidity risk
Liquidity risk is the risk that an entity may not be able to generate sufficient cash resources to settle its
obligations as they fall due. The Directors monitor cash flow requirements regularly and adopt a prudent
liquidity risk management approach to ensure sufficient cash is available for operational expenses.
The following tables detail the Group’s remaining contractual maturity for its financial liabilities with agreed
repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial
liabilities based on the earliest date on which the Group can be required to pay.
2021
2020
£
£
Due within 1 month
Trade and other payables
301,452
187,721
Fair values
The Directors consider that the carrying amount of loans and receivables and other financial liabilities
approximates to their fair value because of the short-term nature of such assets the effect of discounting is
negligible.
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
51
21 Related party transactions
Directors’ remuneration and fees
The table below sets out the Directors’ remuneration and fees:
2021
Fees
£
Share based
payments
£
Total
£
Mr M E Thompson
12,000
-
12,000
Mr A J Truelove
52,640
-
52,640
Mr A M J Collette
12,000
-
12,000
Mr G D Stanley
1
94,806
-
94,806
Mr S L Fabian
72,000
14,609
86,609
Mr C Cannon Brookes
2
9,000
-
9,000
Mr T Buenger
96,564
149,000
245,564
349,010
163,609
512,619
1
Includes £50,000 paid as compensation for loss of office.
2
Fees relating to Mr C Cannon Brookes are paid to Arlington Group Asset Management Limited.
2020
Fees
£
Share based
payments
£
Total
£
Mr M E Thompson
12,000
-
12,000
Mr A J Truelove
38,944
-
38,944
Mr A M J Collette
12,000
-
12,000
Mr G D Stanley
23,919
-
23,919
Mr S L Fabian
120,000
-
120,000
Mr C Cannon Brookes
-
-
-
Mr T Buenger
-
-
-
206,863
-
206,863
The following amounts were due to the Directors’ in respect of Director’s fees:
2021
2020
£
£
Mr M E Thompson
6,000
4,500
Mr A J Truelove
4,885
-
Mr A M J Collette
6,000
3,000
Mr G D Stanley
-
10,000
Mr S L Fabian
2,000 50,000
Mr C Cannon Brookes
1,000
-
Mr T Buenger
-
-
19,885
67,500
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
52
21 Related party transactions (continued)
Other fees and transactions
Mr C Cannon Brookes was a director of Arlington Group Asset Management Limited (“Arlington”) for the
reporting period. During the year, Arlington invoiced and was paid £420,499 (2020: £nil) in respect of fund
raising commissions and expenses.
Mr M E Thompson and Mr S L Fabian were directors of Tungsten West Plc (“Tungsten”) for the reporting
period. During the year, Tungsten invoiced and was paid £8,000 (2020: £6,000) in respect of shared office
rental charges.
Mr M E Thompson was a director of Treliver Minerals Trustees Limited (“Treliver”) for the reporting period.
During the year, Treliver repaid an unsecured interest free loan of £69,818. At 31 December 2021 £nil
(2020: £69,818) was owed to the Group.
22 Share capital
Ordinary share capital
2021
2020
£
£
Issued and fully paid
138,868,305 (2020: 70,176,522) ordinary £0.001 shares
138,868
70,177
The shares have attached to them full voting, dividend and capital distribution (including on winding up)
rights; they do not confer any rights of redemption
.
In April 2021, 27,691,781 Ordinary Shares were issued at 8p each to Baker Steel as part of the conversion
of their outstanding £2,200,000 convertible loan notes, as described in note 18.
During the year, a further 40,000,000 Ordinary Shares were issued at 15p each to complete a gross
proceeds of £6,000,000 equity funding round.
In October 2021, 1,000,000 Ordinary Shares were issued at par to Mr T Buenger under the terms of his
Chief Executive Officer contract.
Share premium account
2021
2020
£
£
Share premium account
17,931,296
10,264,409
23 Shares to be issued
2021
£
As at 31 December 2020
50,411
Interest accrued in the year (see note 18)
54,247
Shares issued for interest payment
(104,658)
As at 31 December 2021
-
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
53
24 Reserves
The warrant reserve is used to hold the fair value of warrants issued but not yet exercised.
The retained earnings reserve contains the accumulated losses of the Group.
The translation reserve is used to hold the accumulated gains and losses on translation of overseas
subsidiaries.
25 Events after the reporting period
In March 2022, as part of the re-registration to a public limited company, the Company completed a capital
reduction which reduced the share premium by £17,931,296. This was offset against its retained deficit.
On 9 March 2022, the Company’s wholly owned subsidiary First Tin Australia Pty Ltd, was incorporated in
Australia.
On 8 April 2022, the Company’s shares were admitted to trading on the London Stock Exchange raising
equity of £20 million.
In November 2021, the Company entered into a Sale and Purchase Agreement with Aus Tin, the parent
entity of Taronga, to acquire the entire share capital of Taronga for an initial cash consideration of £734,182
(AUD$1,350,000) followed by the issue of 60,000,000 ordinary shares of the Company on completion. The
acquisition was completed on 8 April 2022 with the issue of shares at a value of 30p per share.
At the time of authorising these financial statements, the Group was still in the process of finalising the
valuation of certain assets and liabilities acquired in connection to the acquisition of Taronga. The
finalisation of these valuations will be reflected in the Company’s next set of financial statements for the
year ended 31 December 2022.
26 Net debt reconciliation
The table below sets out an analysis of net debt and the movements in net debt for each of the years
presented:
Net debt
2021
2020
£
£
Cash and cash equivalents 2,503,714 245,740
Convertible loan note
-
(2,478,479)
Net debt
2,503,714
(2,232,739)
Cash and
cash
equivalents
£
Convertible
loan note
£
Total
£
Net debt as at 1 January 2020
363,264
(2,338,941)
(1,975,677)
Cash flows
(128,435)
(200,000)
(328,435)
Currency translation
10,911
-
10,911
Movement in fair value
- 60,462 60,462
At 31 December 2020
245,740
(2,478,479)
(2,232,739)
Cash flows
2,211,826
-
2,211,826
Currency translation
46,148
-
46,148
Movement in fair value
-
781,955
781,955
Shares issued on redemption of loan
-
1,696,524
1,696,524
At 31 December 2021
2,503,714
-
2,503,714
FIRST TIN PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
54
27 Ultimate controlling party
In the opinion of the Directors, there is no controlling party.
FIRST TIN PLC
COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2021
55
Notes
2021
2020
Assets
£
£
(restated)
Non-current assets
Investment in subsidiaries 6 458,199
458,199
Investment deposit in Taronga
7
734,182
-
Financial assets at fair value though other comprehensive income
8
-
915,750
Long-term receivables
9
6,840,848
5,238,384
8,033,229
6,612,333
Current assets
Trade and other receivables
10
317,755
88,175
Cash and cash equivalents
2,411,508
167,577
2,729,263
255,752
Total assets
10,762,492
6,868,085
Liabilities
Current liabilities
Convertible loan note 11 -
(2,478,479)
Trade and other payables
12
(129,749)
(124,191)
(129,749)
(2,602,670)
Net current assets
2,599,514
2,891,466
Total assets less current liabilities
10,632,743
4,265,415
Net assets
10,632,743
4,265,415
Equity
Called up share capital
14
138,868
70,177
Share premium account
14
17,931,296
10,264,409
Shares to be issued
15
-
50,411
Warrant reserve 16 95,372
-
Retained earnings
16
(7,532,793)
(6,119,582)
Total equity
10,632,743
4,265,415
The Company made a loss in the year of £979,461 (2020: loss of £5,400).
The financial statements were approved by the board of directors and authorised for issue on 27 May 2022 and
are signed on its behalf by:
Mr C Cannon Brookes
Director
Company number 07931518
FIRST TIN PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
56
Share
Capital
Share
premium
account
Shares to
be issued
Retained
earnings
Warrant
reserve
Total
equity
£
£
£
£
£
£
At 1 January 2020
63,702
9,686,028
50,411
(6,995,986)
-
2,804,155
Prior year adjustment
-
-
-
132,554
-
132,554
At 1 January 2020
(restated)
63,702 9,686,028 50,411 (6,863,432) - 2,936,709
Comprehensive
income:
Loss for the year
-
-
-
(5,400)
-
(5,400)
Other comprehensive
income
-
-
-
749,250
-
749,250
Total comprehensive
income
-
-
-
743,850
-
743,850
Transactions with
owners:
Accrued interest on
convertible loan notes
-
-
200,548
-
-
200,548
Issuance of shares
6,475
578,381
(200,548)
-
-
384,308
At 1 January 2021
70,177
10,264,409
50,411
(6,119,582)
-
4,265,415
Comprehensive
income:
Loss for the year
-
-
-
(979,461)
-
(979,461)
Other comprehensive
income
- - - (582,750) - (582,750)
Total comprehensive
income
-
-
-
(1,562,211)
-
(1,562,211)
Transactions with
owners:
Accrued interest on
convertible loan notes
-
-
54,247
-
-
54,247
Issuance of shares
68,691
7,747,650
(104,658)
-
-
7,711,683
Share based payments
-
(80,763)
-
149,000
95,372
163,609
At 31 December 2021
138,868
17,931,296
-
(7,532,793)
95,372
10,632,743
The notes on pages 57 to 65 form part of these financial statements
FIRST TIN LIMITED
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
57
1 General Information
First Tin Plc is a public company limited by shares incorporated in England and Wales. The registered
office is First Floor, 47/48 Piccadilly, London, England, W1J 0DT.
2 Basis of preparation
These financial statements have been prepared in accordance with Financial Reporting Standard 101
“Reduced Disclosure Framework” and the Companies Act 2006. The financial statements have been
prepared under the historical cost convention.
The Company has taken advantage of the following disclosure exemptions in preparing these financial
statements, as permitted by FRS 101 “Reduced Disclosure Framework”:
The requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;
The requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii),
B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;
The requirements of paragraph 33(c) of IFRS 5 Non-Current Assets Held for Sale and Discontinued
Operations;
The requirements of IFRS 7 Financial Instruments: Disclosures;
The requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;
The requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative
information in respect of:
Paragraph 79(a)(iv) of IAS 1;
Paragraph 73(e) of IAS 16 Property, Plant and Equipment;
Paragraph 118(e) of IAS 38 Intangible Assets;
The requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D and 111 of
IAS 1 Presentation of Financial Statements;
The requirements of paragraphs 134 to 136 of IAS 1 Presentation of Financial Statements;
The requirements of IAS 7 Statement of Cash Flows;
The requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors;
The requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;
The requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered
into between two or more members of a Group;
The requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets;
Prior year adjustment
In preparing these financial statements the comparatives have been restated to recognise total amounts of
£132,554 that were expensed but should have been due by the subsidiary in 2019. The restatement has
resulted in an increase in investments in subsidiaries and reduction in retained earnings as at 1 January
2020.
In addition, the Company has reclassified a loan to its subsidiary undertaking from current assets to non-
current assets in the comparative period. This has resulted in an increase in non-current assets of
£5,238,384 and corresponding reduction in current assets.
3 Significant accounting policies
3.1 Investment in subsidiaries
Investments in subsidiaries are stated at cost less accumulated impairment.
FIRST TIN PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
58
3 Significant accounting policies (continued)
3.2 Impairment
At each reporting date, the Company assesses whether there is any indication that an asset, other than
inventories and deferred tax assets, may be impaired. Where an indicator of impairment exists, the
Company makes an estimate of the recoverable amount. An impairment loss is recognised in profit or loss
whenever the carrying amount of the asset or cash generating unit exceeds its recoverable amount.
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 the income statement, unless the relevant asset is carried
at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating
unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) prior years. A reversal of an impairment loss is
recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount greater
than cost, in which case the reversal of the impairment loss is treated as a revaluation increase.
3.3 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are
shown within borrowings in current liabilities.
3.4 Financial assets
Financial assets are recognised in the Company's statement of financial position when the Company
becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories. The classification depends on the Company’s
business model for managing the financial assets and the contractual terms of the cash flows.
Financial assets are initially measured at fair value plus transaction costs, other than those classified as
fair value through profit or loss (FVTPL) or fair value through other comprehensive income (FVOCI), which
are measured at fair value.
Loans and receivables
Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they
contain significant financing components when they are recognised at fair value. They are subsequently
measured at amortised cost using the effective interest method, less loss allowance.
Loans and other receivables that have fixed or determinable payments and are held for collection of
contractual cash flows, where those cash flows represent solely payments of principal and interest, are
measured at amortised cost using the effective interest method, less any impairment.
FIRST TIN PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
59
3 Significant accounting policies (continued)
3.4 Financial assets (continued)
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.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income comprise equity securities which are
not held for trading, and which the group has irrevocably elected at initial recognition to recognise in this
category. Changes in the fair value of these are recognised in other comprehensive income.
Impairment of financial assets
The Company assesses on a forward-looking basis the expected credit loss associated with its receivables
carried at amortised cost. The impairment methodology applied depends on whether there has been a
significant increase in credit risk. For trade receivables, the Company applies the simplified approach
permitted by IFRS 9, resulting in trade receivables recognised and carried at original invoice amount less
an allowance for any uncollectible amounts based on expected credit losses.
The Company recognises a loss allowance for expected credit losses on investments in debt instruments
that are measured at amortised cost or at FVTOCI. The amount of expected credit losses is updated at
each reporting date to reflect changes in credit risk since initial recognition of the respective financial
instrument.
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.
3.5 Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other
financial liabilities.
Other financial liabilities
Other financial liabilities, including trade and other payables, are initially measured at fair value, and are
subsequently measured at amortised cost, using the effective interest rate method.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company’s obligations are discharged,
cancelled, or they expire.
3.6 Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Dividends payable on equity instruments are recognised as liabilities once they are no longer at the
discretion of the Company.
FIRST TIN PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
60
3 Significant accounting policies (continued)
3.7 Derivative financial instruments
Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are
subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised
in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in
which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
Embedded derivatives
An embedded derivative is a component of a hybrid contract that also includes a non-derivative host – with
the effect that some of the cash flows of the combined instrument vary in a way similar to a standalone
derivative. The convertible loan is measured at amortised cost and the conversion option is subsequently
measured at fair value. The Company’s policy is to offset the financial asset and liability in relation to the
single hybrid instrument and show them on a single line.
3.8 Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit 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 Company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the
reporting date.
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 statements 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.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to
be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the
liability is settled, or the asset is realised. 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.
3.9 Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at
the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated
in foreign currencies are retranslated at the rates prevailing on the reporting date. Gains and losses arising
on translation are included in profit or loss for the period.
FIRST TIN PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
61
3 Significant accounting policies (continued)
3.10 Critical accounting estimates and judgements
Details of the Company’s significant accounting judgements and critical accounting estimates are set out
in these financial statements and include:
Recoverability of long-term receivables
The Company has considered the recoverability of the long-term receivable, but since this is due from a
wholly owned and controlled subsidiary the credit risk is deemed to be low and thus no provision is
required.
4 Profit for the financial period
The Company has taken advantage of section 408 of the Companies Act 2006 and, consequently, a Profit
and Loss Account for the Company alone has not been presented.
5 Staff costs and Directors’ remuneration
2021
2020
£
£
Wages and salaries
10,602
-
Social security costs
1,055
-
11,657
-
The average number of staff employed by the Company, including Directors, is detailed below:
2021
2020
No.
No.
Management and administration
1
-
Directors’ remuneration and fees are disclosed on page 63.
6 Investment in subsidiaries
£
At 1 January 2020 (restated) and 31 December 2020
458,199
At 31 December 2021
458,199
7 Investment deposit in Taronga
£
At 1 January 2021
-
Additions
734,182
At 31 December 2021
734,182
FIRST TIN PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
62
8 Financial assets at fair value through other comprehensive income
2021
£
2020
£
Shares held in AIM listed company
-
915,750
The Company’s equity investment consists of a minority shareholding in Panthera Resources Plc, a
company listed on the AIM market of the London Stock Exchange. The investment is carried at fair value,
based on the quoted share price at the reporting date. The equity investment was disposed of in June
2021, with the loss on disposal of £582,750 recognised in other comprehensive income.
9
Long-term receivables
Loan to
Taronga
Loan to
Saxore
Total
Cost
£
£
£
At 1 January 2021
-
5,238,384
5,238,384
Additions
813,762
1,116,319
1,930,081
Currency translation
(4,274)
(323,343)
(327,617)
At 31 December 2021
809,488
6,031,360
6,840,848
10
Trade and other receivables
2021
2020
£
£
(restated)
Trade receivables
-
7,800
Other receivables
12,000
720
Loans to related parties
-
69,818
VAT recoverable
61,024
6,075
Prepayments
244,731
3,762
317,755
88,175
11 Convertible loan note
2021
£
2020
£
Convertible loan note
-
2,478,479
In April 2021, all notes were redeemed at a price of 8p with the Company issuing 27,500,000 Ordinary
Shares (par value of £0.001) to the noteholders. The agreement included the settlement of interest to 30
September 2021, which resulted in the Company issuing further 191,781 Ordinary Shares (par value
£0.001) at 8p, and a cash payment of £200,000 to be made to cover the remaining balance.
FIRST TIN PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
63
12 Trade and other payables
2021
2020
£
£
Trade payables
70,978
44,067
Accruals
58,771
79,076
Other payables
-
1,048
129,749
124,191
13 Related party transactions
Directors’ remuneration and fees
The table below sets out the Directors’ remuneration and fees:
2021
Fees
£
Share based
payments
£
Total
£
Mr M E Thompson
12,000
-
12,000
Mr A J Truelove
13,172
-
13,172
Mr A M J Collette
12,000
-
12,000
Mr G D Stanley
1
94,806
-
94,806
Mr S L Fabian
72,000
14,609
86,609
Mr C Cannon Brookes
2
9,000
-
9,000
Mr T Buenger
10,602
149,000
159,602
223,579
163,609
387,188
1
Includes £50,000 compensation for loss of office.
2
Fees relating to Mr C Cannon Brookes are paid to Arlington Group Asset Management Limited.
2020
Fees
£
Share based
payments
£
Total
£
Mr M E Thompson
12,000
-
12,000
Mr A J Truelove
-
-
-
Mr A M J Collette
12,000
-
12,000
Mr G D Stanley
23,919
-
23,919
Mr S L Fabian
120,000
-
120,000
Mr C Cannon Brookes
-
-
-
Mr T Buenger
-
-
-
167,919
-
167,919
FIRST TIN PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
64
13 Related party transactions (continued)
Directors’ remuneration and fees (continued)
The following amounts were due to the Directors’ in respect of Director’s fees:
2021
2020
£
£
Mr M E Thompson
6,000
4,500
Mr A J Truelove
2,149
-
Mr A M J Collette
6,000 3,000
Mr G D Stanley
-
10,000
Mr S L Fabian
2,000
50,000
Mr C Cannon Brookes
1,000
-
Mr T Buenger
-
-
17,149 67,500
Other fees and transactions
At 31 December 2021 £nil (2020: £69,818) was due to the Company from Treliver Minerals Trustees
Limited, which held a minority interest position in the Company. The loan, which was repaid during the
year, was unsecured, interest free and repayable on demand.
The Company was also owed €6,796,169 (£5,707,709) (2020: €5,462,333 (£4,913,053)) by Saxore, a
wholly owned subsidiary incorporated in Germany. In the year to 31 December 2021 a net of €1,099,483
(£945,106) (2020: €330,000 (£299,777)) in cash was transferred from the Company to Saxore, and interest
of €234,353 (£214,815) (2020: €202,319 (£179,989)) was accrued in respect of the loan. The loan carries
interest at 4% per annum.
At the year end, the Company was also owed €385,371 (£323,651) (2020: €370,549 (£325,331)) from
Saxore in relation to the Tin International AG loan. Interest is accrued based on a fixed rate of 4% plus
Euro LIBOR.
14
Share capital
Ordinary share capital
2021
2020
Issued and fully paid
£
£
138,868,305 (2020: 70,176,522) ordinary £0.001 shares
138,868
70,177
Movement of the share capital is disclosed on note 22 to the consolidated financial statements.
Share premium account
2021
2020
£
£
Share premium account
17,931,296
10,264,409
FIRST TIN PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
65
15 Shares to be issued
2021
£
As at 31 December 2020
50,411
Interest accrued in the year on convertible loan note
54,247
Shares issued for interest payment
(104,658)
As at 31 December 2021
-
16 Reserves
The warrant reserve is used to hold the fair value of warrants issued but not yet exercised.
The retained earnings reserve contains the accumulated losses of the Company.