Aterian PLC
1
Company Number: 07496976
(“ATN” or “Aterian”)
(formerly known as Eastinco Mining and Exploration PLC)
Annual Report
and
Consolidated Financial Statements
Fo
r the year ended 31 December 2022
Aterian PLC
CONTENTS
Page
General Information 1
Strategic Report 2
Directors’ Report 21
Statement of Directors’ Responsibilities 28
Corporate Governance Report 30
Directors’ Remuneration Report 37
Independent Auditor’s Report 43
Consolidated Statement of Comprehensive Income 52
Consolidated and Company Statements of Financial Position 53
Consolidated Statement of Changes in Equity 55
Company Statement of Changes in Equity 56
Consolidated and Company Statements of Cash Flows 57
Notes to the Consolidated and Company Financial Statements 58
Aterian PLC
1
COMPANY INFORMATION
The Board of Directors
C Bray
S Rollason
D Marais
K Pezeshki (appointed 24 October 2022)
A Masterton-Hume (appointed 24 October 2022)
Company registration number 07496976
Registered office
27-28 Eastcastle Street
London
W1W 8DH
Independent Auditor
MHA Macintyre Hudson
Chartered Accountants & Statutory Auditors
2 London Wall Place
Barbican
London
EC2Y 5AU
Corporate Advisor and Broker
Novum Securities Limited
2
nd
Floor
Lansdowne House
57 Berkeley Square
London
W1J 6ER
Company Secretary MSP Corporate Secretaries Ltd
27-28 Eastcastle Street
London
W1W 8DH
Registrars Share Registrars Ltd
The Courtyard
17 West Street
Farnham
GU9 7DR
Aterian PLC
2
STRATEGIC REPORT
YEAR ENDED 31 DECEMBER 2022
Dear Shareholder,
2022 marked a year of significant positive change for the Company. On 24 October 2022, we completed
the acquisition of 15 copper-silver and base metal exploration projects in the Kingdom of Morocco,
moved the market listing to the Main Market of the London Stock Exchange (“LSE’’), and changed the
name of the Company from Eastinco Mining and Exploration Plc to Aterian Plc. This transaction has
transformed the Company into a multi-jurisdiction, multi-commodity, critical and strategic metals
focussed exploration and development company, and we are excited to welcome Elemental Altus
Royalties as a significant shareholder.
The rationale for this acquisition was to acquire exciting prospective assets that fit into our strategy of
targeting critical and strategic metals to exploration. Currently, the renewable energy, automotive and
electronic manufacturing sectors are driving the requirement to develop secure supply chains of critical
and strategic metals. This is the energy transformation from carbon-based sources to renewable
sources and storage systems. The exploration conducted on the Moroccan assets highlights the strong
potential for the discovery of strategic metal deposits, in particular copper and silver. We firmly believe
the market fundamentals for copper are excellent and specifically linked to the nascent growing demand
for renewable energy and the related electrification of transportation globally. We are keen to invest in
Morocco to demonstrate the potential of our assets there and we are keen to demonstrate
the full
potential of our assets in Rwanda following a very positive shift in focus from Musasa to the southern
projects.
Importantly, the listing on the LSE will provide us with exposure to a broader investor profile and greater
liquidity in our shares, providing a more solid platform to support the Company’s continued growth.
We continue to work towards our objective of becoming an ethical, integrated exploration, development,
and trading company across multiple mineral assets and jurisdictions.
Business Review and Future Developments
Morocco Acquisition - Aterian Resources Limited
On 24 October 2022, the Company completed the acquisition of 15 mineral exploration projects covering
762 km
2
in the Kingdom of Morocco from Altus Strategies PLC (now called Elemental Altus Royalties
Corp). The completion of the acquisition coincided with a move to the Main Market of the LSE from the
AQSE Growth Market, and a change in name from Eastinco Mining and Exploration PLC to Aterian PLC,
shortly thereafter. The name change demonstrates the change taking place and pays homage to the
geological potential offered by the Moroccan assets acquisition.
As consideration for the Moroccan assets held by the UK-registered company Aterian Resources
Limited, the Company issued to Altus 241,173,523 ordinary shares and issued warrants representing
10% of the enlarged share capital of the Company, at the time of admission to the LSE. Warrants
representing 5% of the enlarged share capital of the Company have an exercise price of £0.01 whilst
the balance of the warrants has a £0.02 exercise price. All the warrants are exercisable for a period of
five years from the admission date. The amount of assets recognised on the acquisition was £3,241,000.
Aterian Resources Limited owns two Morocco registered subsidiaries which hold the title to 50 permits,
over 15 separate projects with a combined land area of c.762 km
2
. The licences are considered highly
prospective for copper, silver, tin, and base metals.
Aterian PLC
3
STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Rwanda Exploration
The main operational focus in 2022 shifted from the Musasa project to the southern projects, where the
geological team has identified 22 zones of potential tantalum, niobium, and lithium-hosting lithium-
hosting pegmatite, making this a very strong exploration play.
Work has targeted the HCK-1 prospect, where shallow exploration pitting has outlined a potential target
zone of c.2,500 m in strike length.
The width of the target zone is uncertain but, in several locations, pitting intersected pegmatite over
a horizontal distance of c.100 m. A further positive outcome from our work is that 800 m of the identified
pegmatite target zone occurs in a "greenfield" environment to the southeast of the main ridgeline
hosting HCK-1. This can be described simply as an area where there are no observed artisanal
workings, pegmatite outcrop, or surface expressions, where the pegmatite remains blind to the surface,
covered by soil and regolith of variable thickness up to 4.50 m. A drone survey has been flown over
HCK-1, covering an area of 360 hectares, to provide detailed imagery with topographic data and a
current view of the earlier artisanal workings.
A post-period event is the completion of a detailed ground-based geophysical survey over HCK-1. The
multi-method survey of Induced Polarisation ("IP"), Electrical IP Tomography, and ground magnetics
was designed to provide additional information allowing for a determination of the geological contacts
of the main pegmatite zone with the schistose country rock, controlling geological structures and an
approximation of the depth of weathering. The final report of this work is pending, and it is expected that
a limited scout drilling programme will be planned based on the outcome of this work, providing an
opportunity to test the fresh bedrock for the underlying lithium potential.
At the end of June 2022, we suspended operations on our Musasa Project based on the
recommendation of Quiver Ltd, our processing consultants. Their assessment was to i) reconfigure the
wash plant and ii) undertake additional metallurgical test work to improve overall metal recoveries. The
Company’s view is to refocus our activities to the southern projects and suspend further investment in
production until such time as the new licence at Musasa is granted and then reassess the situation. The
original application was made in May 2021. While suspending production was a disappointment, we are
excited at the prospect of potentially expanding our potential exploration licence area. As a result,
management made the decision
to fully impair the carrying value of goodwill and property, plant and
assets related to the Group’s Musasa Project amounting to £2,168,000 and £877,000 respectively.
Appropriately, following the decision to cease work on the Musasa Project the Eastinco Limited
Managing Director and Rwandan country manager, Daniel Hogan resigned.
Fieldwork undertaken at Musasa has been limited to geological examination of the Kassava prospect.
Kassava is one of five identified mineralized LCT pegmatite targets occurring on the project, where
historic artisanal miners have excavated a 20 m x 30 m wide cut to a depth of c. 13 m, close to the
centre of the prospect. Field observations indicate Kassava to be a lens-shaped body, with a maximum
horizontal width of 80 m, with the exploration pits covering a strike length of 250 m.
Financial Review
During the year under review the Group made a loss before taxation of £4,383,0000 (2021: loss
£1,351,000). The prudent impairment of both the goodwill of £2,168,00 and property, plant and
equipment of £877,000 relating to the Musasa project in Rwanda accounts for the majority of the 2022
loss.
Aterian PLC
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STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
The consultant’s assessment was to reconfigure the wash plant and to undertake additional
metallurgical test work to improve overall metal recoveries. As a result, we made write-downs to goodwill
of £2,168,000 and plant and equipment of £877,000.
Administrative costs were contained during the year at £996,000 (2021: £1,02,000), largely as a result
of a reduction in Directors’ remuneration from £200,000 in 2021 to £55,000 in 2022 offset by increases
in other operating costs. All directors signed new service agreements (at prudent but market rates)
effective from the Company’s admission to the main market in October 2022. Accordingly, these savings
will not be repeated in 2023.
These losses and acquisition costs were funded in the main by the placing of 85,4 million shares for a
cash consideration of £854,000.
The issue of options and warrants and options during the year resulted in a share-based payment
expense of £335,000 (2012: £267,000). Warrants issued to Altus as additional consideration have also
given rise to an share-based payment expense with a total of £491,000 being capitalised as part of the
acquisition.
Loss per share for the year was 0.76 pence against 0.24 pence in 2021.
At the year-end, cash balances were £110,000 although the Group has the benefit of a working capital
facility made available by the Chairman. The raising of new funds for developing the business is a key
focus of the Board.
Director Changes
Mr. Simon Retter offered to resign as a Non-Executive Director in November 2022 following the
Admission to the LSE, and Mr. Kasra Pezeshki and Mr. Alister Masterton-Hume officially joined the
Board of Directors as Non-Executive Directors on the 24 of October 2022. Mr Retter formally left the
Board in early 2023.
Strategic Plan
Aterian’s strategy aims to bring near-term projects into production and develop a metal trading business
in Rwanda, whilst improving safety at existing and formerly artisanal and small-scale operating mine
sites. The generated revenues will support and fund further exploration across the asset base of
strategic and critical metal projects. Exploration in Morocco is targeting the potential large-scale
occurrence of key critical and strategic metals, such as copper that have strong long-term market
fundamentals.
Critical and strategic metals are those metals considered strategically essential to the economy, where
any supply disruption may have a significant impact on the production of essential end products such
as alloys, EV batteries and IT equipment. The renewable energy, automotive and electronic
manufacturing sectors are driving the requirement to develop and build secure supply chains for these
critical metals.
The proposed deployment of in-house generated revenues on our projects will minimise capital risk and
dilution to shareholders, thus preserving optionality and generating superior risk-mitigated returns. At
the same time, we will continue to seek further M&A opportunities across Africa to build a portfolio of
strategic and critical metal assets with exploration, development, and production, with the growth of the
metal trading potential in Rwanda.
Aterian PLC
5
STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
The Aterian strategic plan incorporates a business model based on stakeholder interests, business or
commercial planning, and growth. Effectively combining the interests of all stakeholders allows us to
competently execute plans promoting the company’s best commercial interests and allowing for future
growth.
Group Overview
Aim Strategy Principal Activities
Increase shareholder value
through the discovery,
development, and trading
of valuable mineral
deposits.
Build, explore and develop a
pipeline of projects in good
jurisdictions to expand and
de-risk the project portfolio.
The identification, acquisition,
evaluation, and development
of mineral deposits, with an
initial focus on critical and
strategic metals across Africa.
Operational Statement, 2022
Introduction
Aterian, through its 100% owned Rwanda registered subsidiary, Eastinco Limited, is actively engaged
in mineral exploration and development of its portfolio of critical metals in Rwanda, with a focus on
extracting and recovery of tantalum, niobium, and tin (“Ta-Nb-Sn”). Eastinco Ltd also holds a metal
trading licence, issued by the authorities in Rwanda, which will allow for the trading of metals from
internal supply and third-party producers and suppliers. Eastinco Limited is currently operating three
separate joint ventures but looking to expand with a number smaller of projects given the primarily
artisanal nature of the Rwandan mining sector.
The Company holds 15 exploration projects, covering 762 km
2
in the Kingdom of Morocco. The projects
are held by two 100% owned Morocco subsidiary companies that were acquired from Elemental Altus
Royalties Corp (formerly Altus Strategies) in Q4 of 2022.
The corporate structure as at the year-end is presented below:
Aterian PLC
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STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Rwanda Partnerships
Musasa Joint Venture
The Group has a Joint Venture and Operating Agreement with the Kuaka Cooperative (“Kuaka”), the
holder of a small-scale mining licence in western Rwanda.
An application for a new, larger 400-hectare mining licence, in the name of the joint venture company,
Musasa Mining Limited, is pending approval with the Rwanda Government. Aterian will retain an 85%
interest in the joint venture company holding the new licence, with the right to purchase 100% of the Ta-
Nb-Sn from any future production.
HCK Joint Venture
Aterian has a Joint Venture Agreement and Operating Agreement with HCK Mining Limited, a private
non-related Rwanda registered entity and the holder of a 2,750-hectare exploration licence in southern
Rwanda. Aterian will fund and manage the exploration activities over the project and will retain a 70%
share in the net operating profits with the right to purchase 100% of the Ta-Nb-Sn from any future
production.
Dynasty Construction Joint Venture
Aterian entered a Joint Venture Agreement and Operating Agreement with Dynasty Construction Ltd, a
private non-related Rwanda registered entity and the holder of a 400-hectare exploration licence in the
Huye District of southern Rwanda. A renewal of the exploration licence is pending approval with the
Rwanda Government.
Aterian holds a 50% interest in the proposed joint venture company, with Aterian and Dynasty to provide
future capital expenditure in proportion with their shareholding at the time of any potential future mine
construction and development.
Morocco
As of the year’s end, the Company held 50 permits over 15 separate project areas, covering 762 km
2
.
The permits are 100% held by the Company subsidiary, Aterian Resources Limited. Of these 15
projects, the Company is currently focussing on three copper projects, namely Agdz, Tata and Azrar, all
located in the Anti-Atlas Mountains.
Project Review Rwanda
Musasa Joint Venture
The Musasa Ta-Nb-Sn project is located close to Lake Kivu within the Western Province of Rwanda and
is 80 km due west of Kigali.
Mining was suspended at the end of June 2022, based on the recommendation of Quiver Ltd, our
process consultants. It was determined that wash plant operations would not be profitable until new
management took over operations, additional metallurgical test work was completed, and a
reconfiguration of the wash plant was completed to improve recoveries. The management’s view is that
no further investment should be made on the project until the mineral licence application is granted by
Rwanda Mines Petroleum and Gas Board (“RMB”). The original application was submitted in May 2021.
Aterian PLC
7
STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Recent work on the project has been limited to geological reconnaissance over the area and the
completion of the Kassava prospect exploration pitting programme. Kassava is one of the five
identified LCT mineralized pegmatite targets occurring on the project and follows a southeast-trending
ridge. Historic artisanal miners have excavated a 20 m x 30 m wide cut in the ridge to a depth of c. 13
m, close to the centre of the prospect.
66 shallow vertical pits have been manually excavated, for a cumulative depth of 337 m, to define the
contacts of the pegmatite, with 41 of the pits intersecting pegmatite with samples collected and shipped
to an external international laboratory for geochemical analysis. Field observations indicate Kassava to
be a lens-shaped body, with a maximum horizontal width of 80 m, with the pits covering a strike length
of 250 m.
HCK Joint Venture
The licence is located approximately 65 km southwest of Kigali and 20 km northwest of Huye, within the
Southern Province, straddling the Nyanza and Huye District boundaries, and shares a common border
with the neighbouring Dynasty joint venture licence.
Both the HCK and Dynasty licences are underlain by schists, and minor intrusive bodies of the
Palaeoproterozoic granitic-metamorphic Butare Complex, which occurs to the west of the Gitarama
granitic massif. The Complex is surrounded by low-grade metasedimentary terrains and is bordered to
the north by a significant NW-SE left-lateral shear zone, the Mwogo Structure.
Prospecting over the HCK licence has identified 18 zones of potentially tantalum and niobium hosting
pegmatite, frequently with multiple pegmatite dykes observed at most locations. A total of 22 target
pegmatite zones have now been discovered on the combined Southern Projects, making this a strong
exploration play.
Recent work has focussed on the HCK-1 prospect, which follows a prominent northwest-trending
ridgeline. A total of 67 vertical exploration pits (with a cumulative depth of 422 m) have been completed,
to test the strike extension and obtain samples from both the known areas of mineralisation and potential
strike extensions. 30 of these pits intersected pegmatite with 15 pits abandoned when the ground
encountered was too resistant to excavate manually. 22 pits did not intersect pegmatite.
Field observations indicate that the strike of the HCK-1 target zone extends for at least 2,500 m. The
width of the target zone is uncertain but in several locations along NE-SW orientated pit section profiles,
pegmatite is intersected over a horizontal distance of c.100 m.
A positive outcome from the pitting is that 800 m of the identified pegmatite strike continuation occurs in
a “greenfield” environment to the southeast of the main ridgeline hosting HCK-1. This can be described
simply as an area where there are no observed artisanal workings, pegmatite outcrop, or surface
expressions. The pegmatite bodies discovered during the pitting remain blind to the surface covered by
soil and regolith of variable thickness up to 4.50 m. A drone survey has been flown over HCK-1, covering
an area of 360 hectares, to provide detailed imagery with topographic data and a current view of the
earlier artisanal workings.
In early 2022, the Company commissioned a local
government-registered environmental consultancy to
complete an Environmental Management Plan for the licence area. The work identified the baseline
characteristics of the area and the effects that recent artisanal mining has had on the local environment.
Aterian PLC
8
STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Dynasty Joint Venture
No work was undertaken on this project during the reporting period, with the renewal of the licence
pending with RMB.
The licence is located 18 km northwest of the town of Huye in the Southern Province of Rwanda in a
region considered prospective for near-surface tantalum mineralisation-niobium and tin, hosted by
weathered and altered pegmatite dykes. This 400-hectare licence shares a common border with the
southwestern part of the HCK licence, forming a contiguous block of 3,150 hectares.
The licence area is underlain by similar geology to that of the HCK licence; schists, and minor intrusive
bodies of the Palaeoproterozoic granitic-metamorphic Butare Complex, lying to the west of the Gitarama
granitic massif.
Initial prospecting over the northern part of the licence has identified 4 zones of pegmatite, bringing the
total to 22 zones in the combined southern exploration licences.
Project Review Morocco
At the year’s end, the Company held 50 permits over 15 separate project areas, covering 762 km
2
. The
permits are 100% held by the Company subsidiary, Aterian Resources Limited. Out of the 15 projects
the Company is currently focussing on three copper projects, namely Agdz, Tata and Azrar, all located
in the Anti-Atlas Mountains.
Agdz
The Agdz Project covers 34.46 km
2
and is comprised of a single mining licence, granted on 21 May
2021 for a period of 10 years. The project is located within the Souss-Massa-Drâa region of the Anti-
Atlas Mountains of central Morocco, approximately 350 km south of the capital, Rabat, and
approximately 35 km east of the city of Ouarzazate, where high-standard infrastructure and services
exist, including a regional airport. The “Noor 1’’ solar power station, which is the world's largest
concentrated solar power plant with a planned output of 580 MW is located approximately 40 km
northwest of Agdz. The Project is accessed via a paved road and a network of unpaved roads and
vehicle tracks close to and within the licence. Agdz lies approximately 14 km southwest of the Bouskour
copper-silver mine with the world-class Imiter silver mine located 80 km to the northeast.
The lithological package at Agdz broadly consists of mostly felsic-intermediate volcano-sedimentary
rocks of the Ouarzazate Supergroup with large granodiorite plutons in the north and locally
conglomeratic metasedimentary sequences in the south.
The units are bisected by a series of sub-parallel NE and NW striking brittle faults and alteration zones,
several of which have been historically mined for copper.
Five prospects, namely Makarn, Makarn North, Amzwaro, Miniere and Daoud; have been defined on
the project based on rock chip sampling (the best of which returned grades of up to 26.5 % Cu, 448 g/t
Ag, and 3.74 g/t Au). The best rock chip samples from hydrothermal manganese workings have returned
rock chip grades over 10 % Mn.
Aterian PLC
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STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Agdz hosts five significant Cu-Ag prospects covering an area of approximately 8 km
2
, namely;
• The 2.80 km long Makarn – Markarn North prospects, with results up to 8.00 % Cu and 448 g/t
Ag
• The 2.00 km long Amzwaro prospect, with results up to 4.82 % Cu and 189 g/t Ag
• The 0.15 km long Minière prospect, with results up to 13.05 % Cu and 12 g/t Ag
• The 0.70 km long Daoud prospect, with results up to 2.71 % Cu, 152 g/t Ag
A total of 576 m of trenching has been completed in 13 trenches across two of the five prospects. Results
include 14.12 m at 0.65 % Cu and 36.54 g/t Ag; and 13.70 m at 0.36 % Cu and 13.26 g/t Ag.
A 137 line-km IP gradient array survey completed over an area of 14 km
2
has been completed and
supported by 12 High-Resolution IP ("HIRIP") profiles completed to acquire 2-D resistivity and
chargeability depth sections to depths of c.250 m. From this work, several new geophysical anomalies
were identified requiring further ground follow-up.
Azrar
The Azrar Project covers an area of 78.4 km
2
and comprises six contiguous licence blocks situated in
the western Anti-Atlas Mountains, 155 km southeast of the port city of Agadir and 45 km southeast of
the Tizert copper mine, which is operated by Managem Group.
The western Anti-Atlas is dominated by Palaeoproterozoic to Neoproterozoic age inliers overlain
unconformably by Cambrian to recent sedimentary and volcanic sequences. The Lower Cambrian
Adoudounian Formation comprises sediments known to host major sedimentary copper deposits in the
Western and Central Anti-Atlas that include the Tizert mine. The Tizert copper deposit is considered the
largest copper deposit in the western Anti-Atlas with resources estimated to be 57 Mt grading 1.03 %
Cu and 23 g/t Ag.
Recent fieldwork has identified high-grade copper and silver from outcrop sampling. Results include
3.79 % Cu and 23 g/t Ag in a fault breccia sample, with the potential for stratiform sediment-hosted, in
addition, to structurally controlled copper-silver mineralisation. So far, copper and silver mineralisation
is identified across 5 separate target areas, with the work to date covering less than 50% of the Project
area. Multiple occurrences of historic hard rock artisanal mining have been mapped, which further
highlights the potential of this project.
Tata
The Tata Project covers an area of 143 km
2
and is comprised of nine licence blocks situated in the
western Anti-Atlas Mountains, 30 km south of the Company's Azrar copper-silver project.
The Project is located approximately 465 km south of the capital Rabat, 165 km southeast of the port
city of Agadir, and 50 km southeast of the Tizert copper mine which is operated by Managem.
Late Ediacaran to early Cambrian Adoudounian sediments occurs within the Project along the margins
of the Proterozoic Tagragra de Tata Inlier.
Exploration work on the Project has identified copper mineralisation hosted within late Ediacaran to early
Cambrian age Adoudounian sediments and also within the lower limestone and dolomitic units of the
overlying Tata Project, occurring along the flanks of the Proterozoic Tagragra de Tata Inlier.
Aterian PLC
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STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
The results indicate the presence of stratiform sedimentary copper at the Project with an unexplored
strike length of c. 16 km remaining untested along the northern flank of the inlier and a further c. 9.5 km
of strike along the southern margin of the same inlier. Published historical geological maps (2002)
indicate anomalous copper and gold were identified 6 km along strike from samples reported in this
announcement along the northern margin of the inlier (although the grades from the historical samples
are not available).
Exploration on the project has reported 2.05 % Cu from a dolomite float sample located adjacent to the
contact between Adoudounian sediments and the Proterozoic inlier. Other results include 0.95 % Cu
from a 4 m thick dolomitic sequence and 0.87% Cu from an 8 m thick sequence of dolomite and marl.
Tata represents a significant copper play with c.25.5 km of Adoudou Formation strike extension
remaining untested within the Project.
Our internal review of the sedimentary copper found in the western Anti-Atlas indicates that it typically
occurs within the Basal Series and Lower Limestone units of the Adoudou Formation. These initial
results correlate stratigraphically with this observation made on other nearby copper occurrences;
however, copper mineralisation has also been reported from the younger, overlying sediments of the
Cambrian-aged, Tata Group. The Project hosts a mapped historical copper-gold and gold occurrence.
The Business Model
Our strategy is to develop a business model based on cooperation and seeking new partnerships with
proven, profitable producers to improve production and health & safety while evaluating and acquiring
new greenfield opportunities and generating revenue.
In Rwanda, by entering into joint venture agreements, wherein the Company shares in the production
from the provision of capital equipment, Aterian can deploy capital on existing producing and profitable
mines to increase productivity while greatly improving safety standards significantly to significantly
increase productivity while greatly improving safety standards. This partnership strategy allows the local
community to secure the long-term future of the mine.
By contributing operational support and providing the small-scale miners in Rwanda with working capital,
health and safety oversight, and mechanised equipment, the opportunity exists to consolidate inefficient
but producing and profitable small-scale mines to create a tin, tungsten, and tantalum mining producer
and trading company in Central Africa. Relatively small capital expenditure on mechanisation,
technology and safety equipment is needed to upgrade the sector to a safer and semi-mechanised state,
thereby significantly increasing production, which is low compared to the proven potential. We aim to
generate the revenues required to support and fund further exploration across the Company’s asset
base of ethically sourced strategic and critical metal projects.
The Company remains active in identifying and evaluating further opportunities across a range of
commodities and jurisdictions.
Environment, Social and Governance Policy
Our Communities
We believe it is our corporate responsibility to deliver returns by being a responsible investor and partner
in all the communities in which we engage.
Aterian PLC
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STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Minimising our impact on the environment is a strong company focus, and this includes reducing our
carbon footprint and water usage, reforestation, protecting biodiversity and monitoring the impact of
climate change on our supply chain, customers and business model.
The Group has started the process of integrating the Task Force on Climate-Related Financial
Disclosures (TCFD) and Sustainable Development Goals (SDG) disclosures and will be added in future
reporting.
As part of our efforts, we actively participate in a clean water programme that provides the local
community with access to clean drinking water through the provision of water tanks and supply systems.
We also support community aid programmes that assist vulnerable members. We participate in
community engagement and whistleblowing programmes which allow for better community feedback.
Employee and Greenhouse Gas (GHG) Emissions
The Company seeks to minimise carbon or greenhouse gas emissions. Management is in the process
of collating data to support and issue carbon reduction targets.
The Group uses less than 40,000 kWh
of energy per annum. It does not have responsibility for any emissions producing sources under the
Companies Act 2006.
Our People
Aterian operates within a favourable framework for labour relations based on a non-discriminatory, equal
opportunities employment system that respects diversity and facilitates communication at all levels of
the Group. The Group provides a healthy and safe working environment by implementing the best
available international practices and procedures.
Equal Opportunity
The Company promotes a policy for the creation of equal and ethnically diverse employment
opportunities including with respect to gender. The Company promotes and encourages employee
involvement wherever practical as it recognises employees as a valuable asset and is one of the key
contributions to the Group’s success.
Communication
Aterian promotes and encourages the establishment of broad communication channels and continually
seeks opportunities for conversation with its various stakeholders to ensure that business objectives
remain in tune with social needs and expectations. The Company will always seek to provide relevant,
transparent, and accurate information about its activities and encourage continuous improvement in this
area.
Eastinco Limited currently provides the maintenance on 65 solar water purification units that are donated
free of cost to schools in Rwanda. Each unit is 100% solar-powered and can provide safe UV-filtered
and bacteria-free drinking water for up to 400 school children and teachers. This clean water initiative
helps to provide safe drinking water to over 26,000 children.
Aterian PLC
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STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Risks
Risk management is one of the core responsibilities of the Board and it is central to the decision-making
process. The Board’s fundamental duties as to management are:
• Assessing (quantitively and qualitatively) the principal risks to the Company. Principal risks are
those risks or combination of risks that could seriously affect the performance, future prospects
or reputation of the Company;
• Recognising and assessing emerging risks. Emerging risks are those which have not yet
occurred but are at an early stage and anticipated to increase in significance over the medium
to long term time horizon;
• Risk management oversight and promotion of a risk mitigation culture.
Principal Risks and Uncertainties
The Group operates in an uncertain environment and is subject to several risk factors. The Directors
have carried out a robust assessment of the principal risks facing the Group, including those that
threaten its business model, future performance, solvency or liquidity. They consider that the following
are the principal risk factors that could materially and adversely affect the Group’s future operating
results or financial position.
Deterioration in the Metal Markets in Particular
There is a risk that changes in the relevant law and legislation could have an adverse effect on the
Group’s future performance, expected return and or feasibility of any project. The Group is also exposed
to general macroeconomic risk, including changes in the economic outlook in its principal markets and
government changes in industrial, fiscal, monetary or regulatory policies. The Board continues
monitoring developments in the market in order that it can adapt its strategy. The management team
has wide-ranging expertise in capital markets, mineral exploration, and trading which, together with a
flexible cost structure, enable the Group to adapt its organisation to changes in circumstances.
Funding Risk
Although the Group has sufficient working capital for at least 12 months from the date of this report, the
Group may not be able to obtain additional financing as and when needed which could result in a delay
or indefinite postponement of exploration and development activities. In common with many exploration
entities, and prior to trading revenue generation the Group will need to raise further funds to progress
the Group from the exploration phase into feasibility and eventually into the production of revenues.
Dependence on Key Personnel
The Company has a small management team, and the loss of a key individual could have an adverse
effect on the future of the Group’s business. The Group’s future success will also depend in large part
upon its ability to attract and retain highly skilled personnel. There can be no assurance that the Group
will be successful in attracting and retaining such personnel. The Group seek to create a workplace that
attracts, retains, and engages its workforce. Efforts are also made to attract new talent and skilled
people.
Environmental Risk
There may also be unforeseen environmental liabilities resulting from both the future and/or historic
exploration or mining activities, which may be costly to remedy. In addition, potential environmental
liabilities as a result of unfulfilled environmental obligations by the previous owners may impact the
Group.
Aterian PLC
13
STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
If the Group is unable to fully remedy an environmental problem, it may be required to stop or suspend
operations or enter interim compliance measures pending completion of the required remedy.
Environmental management systems are in place to mitigate environmental hazard risks. The Group
uses advisors with specialist knowledge in mining and related environmental management for reducing
the impacts of environmental risk.
Climate Change Risk
Climate change and associated regulatory actions to reduce its impact may affect our suppliers,
customers and business model, and consequently may affect Aterian’s operations and growth. This
impact could be amplified by the perception that the Company is undertaking activities that are harmful
to the environment. The Group is working towards implementing the recommendations of the Task Force
on Climate-Related Financial Disclosures (“TCFD”). As our understanding of the impacts of climate
change and possible responses continue to evolve, we will refine our assessment of climate-related
risks and pursue further initiatives to enhance our climate resilience and climate-related financial
disclosures. The Board is responsible in overseeing the Group’s environmental, safety and health, and
corporate social responsibility programmes, policies, and will put into place measures to monitor
performance on these matters, and constantly strives to reduce the environmental impact of our
operations.
Aterian PLC
14
STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Political Risk
All countries present a certain level of political risk which may ultimately disrupt business operations for
some period of time. However, the Company's subsidiary management teams possess extensive
experience operating in Rwanda and Morocco. Our local joint venture partners and subsidiary
management teams maintain excellent communication with local stakeholders, ensuring that they have
the necessary knowledge and expertise to assist the Company in mitigating any political risk associated
with any particular project investment. Together, we are committed to providing effective management
and reducing the likelihood of political risk adversely affecting the Company's operations.
Aterian PLC
15
STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Estimates of Mineral Reserves and Resources
Mineral resources are estimates and no assurance can be given that any particular grade or tonnage
will be realised or that they will be converted into ore reserves or will ever qualify as a commercially
mineable (or viable) deposit that can be legally and economically exploited.
As a result of these uncertainties, there can be no assurance that any potential mineral resources
defined by the Group’s exploration programmes will result in profitable commercial mining operations.
The Directors are confident that they have put in place a strong management team capable of dealing
with the above issues as they arise.
Corporate Responsibility
We have defined the scope of our Group’s responsible business practices as falling within the following
key focus areas:
• Health and Safety – ensuring the safety and well-being of our staff
• Environment – managing our environmental impact areas of waste, energy and water
• Employees – supporting our people to develop and flourish within the business
• Community – positive interaction with the communities in which we operate
• Ethical Standards – operating to the highest ethical standards
We remain committed to ensuring these activities become embedded in how we operate and contribute
to the success of our business. These include not only identifying and managing business risk but
exploring opportunities to add value to the business.
Gender Analysis
- A split of our directors by gender at the end of the financial year is: Male: 6 and Female: nil.
- A split of our senior managers by gender at the end of the financial year is: Male: one and
Female: one
- A split of our employees by gender at the end of the financial year is: Male: 10 and Female: 4.
The Board recognizes the need to operate a gender diverse business and will ensure this is reviewed
during 2023. The Board will also ensure any future employment considers the necessary diversity
requirements and compliance with all employment law. The Board is satisfied that it has the experience
and sufficient training and qualifications to operate this business at this stage of its development.
Health and Safety
The Group has maintained strict compliance with its Health and Safety Policy and is pleased to report
that there were no lost-time accidents during the year.
Environment
No Group Company has had or been notified of any instance of non-compliance with environmental
legislation.
Aterian PLC
16
STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Key Performance Indicators
The Group uses some strategic key performance indicators (“KPIs”) to measure our financial and non-
financial performance. The KPIs, to be utilised from 2023, are linked to our strategic objectives to help
assist in the measure of business performance. The previous set of KPIs for 2022 was based on the
Musasa mine achieving full operational capacity; given the suspension of operations on this project, we
are establishing new KPIs which are focused on the new trading business and exploration activities.
The most important KPI in 2022 has been the level of cash within the business. Other ameasures are
considered by management to be some of the most important in evaluating the overall performance of
the Group year on year.
1. Concentrate purchased (tonnes acquired from small-scale miners through the trading business)
2. Concentrate exported (tonnes traded)
3. Hectares under exploration
Other Non-Financial Information
The Board acknowledges that a strong business relationship with current and future service providers
and future customers is a vital part of the growth.
Aterian’s core values and principles and the standards of behaviour to which personnel across the
Group are expected to work, are set out in the Group’s Code of Conduct.
These values and principles are applied to our suppliers and our stakeholders. The Group has detailed
policies and procedures in place on a range of relevant areas such as business ethics, diversity and
inclusion, insider dealing and share dealing and human rights and modern slavery
We value the feedback we receive from our stakeholders, and we take every opportunity to ensure that
where possible their wishes are duly considered. In conducting its activities, the Board has regard to
and respect for human rights and the Company’s impact on society and local communities.
In January
2023, the International Tin Supply Chain Initiative ("ITSCI"), a programme for responsible mineral supply
chains, approved our application in Rwanda and granted Membership Status to the Company. The
ITSCI programme supports better governance, human rights, and stability in conflict-affected areas and
monitors supply chains allowing metal users to demonstrate responsible sourcing of raw materials within
the framework of the ITSCI principles, aligned with the 2016 OECD Due Diligence Guidance for
Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas.
Policies and procedures have been established for strong corporate governance including anti-
corruption and anti-bribery matters.
Aterian PLC
17
STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Viability Statement
Aterian has assessed the prospects of the Group over a longer period than the 12 months required by
the ‘Going Concern’ provision. The Directors confirm that they have a reasonable expectation that
Aterian will continue to operate and meet its liabilities, as they fall due, over the next three years. The
Directors’ assessment has been made with reference to Aterian’s current position and prospects, our
strategy, the Board’s risk appetite and Aterian’s principal risks and how these are managed, as detailed
in the Strategic report.
The Board reviews our internal controls and risk management policies and approves our governance
structure and code of conduct. It also appraises and approves major investment and financing decisions
and evaluates and monitors the performance and prospects of Aterian as a whole. The focus is on
continuing to apply the Group’s disciplined approach to investment and build our asset portfolio to
sustain our long-term financial performance.
The Board reviews strategy and makes significant investment decisions based on an assessment of
return on capital, the performance of the Company, and the outlook for commodities over the expected
life of its exploration assets which typically extend for more than ten years. However, since many
external factors, such as commodity prices, become increasingly unpredictable over longer time
horizons, Aterian focuses its detailed planning on a shorter three-year outlook. Equity funding and
working capital facilities are normally focused on this timeframe.
The base case financial projections are reviewed and approved at least annually by the Directors. The
Directors believe that a three year assessment period for the viability statement is most appropriate as
it aligns with the Group’s well established business planning processes that balance the long-term
nature of our exploration assets with an assessment of the period over which analysis of near-term
business performance is realistically visible.
Assessment Process and Key Assump�ons
Our assessment of the Group’s exploration assets, their investment needs and associated working
capital requirements typically covers a period of at least three years. Investment decision-making,
including our acquisition of the Moroccan assets in 2022, considered both near-term exploration
requirements and long-term mine-plans.
Our financial budgets covering this period are based on several key assumptions, the most important of
which include exploration expenditure requirements, commodity prices, anticipated trading volumes,
exchange rates and controlling our overhead cost base. On this basis, the Group would expect to remain
within its agreed borrowing facilities. Our working capital facility is initially for a two-year period but can
be extended if required.
Assessment of Viability
Assessment of the Group’s viability is based on the Group’s medium-term planning horizon and the
anticipated availability of investment funding borrowing facilities. The process is results driven as
exploration expenditure is largely discretionary. This is directly related to the following principal risks:
commodity prices (including copper and tantalum), geopolitical events and macro-economic changes in
interest rates and inflation. Other risks are either likely to manifest outside the viability period or will be
addressed by general mitigating strategies available to the Group such that they are unlikely to
jeopardise the Group’s viability.
Aterian PLC
18
STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
The review also assumes there are no additional acquisitions during the period and that the Group’s
existing revolving credit facilities are refinanced on maturity. The Directors, therefore, have a reasonable
expectation that even under the severe but plausible scenario, the Group will be able to continue in
operation and meet its liabilities as they fall due.
Section 172 Statement
The Directors are aware of their duty under 172 of the Companies Act 2006 to act in the way which they
consider, in good faith, would be most likely to promote the success of the Company for the benefit of
its members as a whole and, in doing so, to have regard (amongst other matters) to:
• the likely consequences of any decision 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 the environment;
• the desirability of the Company maintaining a reputation for high standards of business conduct;
and
• the need to act fairly between members of the Company.
The Board recognises that the long-term success of the Group requires positive interaction with its
stakeholders. Positive engagement with stakeholders will enable our stakeholders to better understand
the activities, needs and challenges of the business and enable the Board to better understand and
address relevant stakeholder views which will assist the Board in its decision making and to discharge
its duties under Section 172 of the Companies Act 2006.
In the following section we identify our key stakeholders, how we engage with them and key activities
we have undertaken during the period in question.
Shareholders
Aterian Plc engages with its shareholders. Shareholder support is vital to our success, and we seek out
and listen to shareholders’ opinions.
We have an open dialogue with our shareholders from direct conversation, meetings, and via digital
platforms and social media. We also utilise a dedicated financial and investor public relations platform
as well as social media to provide video, audio, and photos of our activities and our progress.
Shareholder feedback is communicated to the Board in meetings with shareholders on a regular basis
and more formally in General Meetings, and the views of shareholders considered in our decision
making.
In October, the Company completed the acquisition of Aterian Resources and the Company’s shares
were admitted to the London Stock Exchange's Main Market for listed securities (the "Admission.
The
acquisition provides investors with an opportunity to invest in Africa and specifically the critical and
strategic minerals space, which the Company believes will grow over the coming decades owing to the
development of the renewable energy, automotive and electronics manufacturing industries.
Aterian PLC
19
STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
The Board believes that listing on the Main Market of the London Stock Exchange represents a
significant step for the Company as it seeks to grow and create as well as ultimately realise value for
shareholders. Admission has increased the visibility of the Company's activities and business as a
whole, while the strong reporting and compliance structures associated with the Main Market help to
enhance the liquidity in the Company's shares as well as improve the Company's access to capital.
Colleagues
Our team is made up of a diverse set of individuals critical to our success. Regular and active
communications amongst the teams allows us to balance the Company’s success with individual health,
safety, well-being, and career development.
In 2022 the team actively communicated on a regular basis including two site conferences to develop
and support frank and direct colleague communications. Additionally, the Company announced two
joint-venture operations with new partners of the course of the year; the Company includes our joint-
venture partners in our colleague communications.
Suppliers
We have strong relationships with our suppliers who have been incredibly supportive and patient through
a time of significant strategic change. This support has allowed longstanding relationships to develop
and become mutually beneficial. We engage with suppliers to optimise the delivery of key supplies,
especially capital equipment. The Board recognises that relationships with suppliers are important to
the Company’s long-term success and is briefed on supplier feedback and issues on a regular basis.
Communities
We are pleased to engage with the communities in which we operate to build understanding and trust.
Our operations at present are joint-venture operations with partnerships involving long standing local
community partners. We recognise that we have a significant impact on the local communities and that
local issues are important. The Board focuses on opportunities to support local causes and issues. We
combine this with creating opportunities to recruit and develop local peoples’ careers. Our community
involvement includes working with local government, community, and organisations to leverage our
presence to improve local health and safety. The key issues and themes across local communities are
reported back to the Board on a regular basis. We consider the long-term environmental impact of
decisions both locally and nationally with a view to long term land reclamation and the improvement of
use.
Customers
We seek to mine utilising mechanisation and industrial methods to deliver high quality products. Our
ambition is to deliver significant quantities of best-in-class product to our trade customers.
We intend to build strong lasting relationships with our trade customers and spend considerable time
with them to understand the market, their needs, and views. We use this knowledge to inform our
decision-making, for example, our final tantalum product will initially be sold in-country, where a number
of international metals buying companies are established and have operated for a number of years.
This will allow for us to build quantities to sufficient levels prior to foreign sales and off take agreements.
Aterian PLC
20
STRATEGIC REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Advisors
The Company seeks the advice of its legal and/or corporate advisor in communications and decision
making with all stakeholders. Our advisors are critical in our communications with compliance and
regulatory bodies including the London Stock Exchange, the FCA and the Takeover Panel.
Post Balance Sheet Events
In January 2023, the International Tin Supply Chain Initiative ("ITSCI"), a programme for responsible
mineral supply chains, approved our application in Rwanda and granted Membership Status to the
Company.
ITSCI membership allows the Company to develop its metal trading business which is being built on
local partnerships aligned with Rwanda's long-term mining development goals. Aterian, through
Eastinco Limited, holds a Rwandan metal Trading License allowing it to purchase concentrates from
third parties and export directly to refiners or sell to other international trading houses. The Company is
negotiating a trade finance partnership and credit facility, to support the growth of this part of the
business and which involves no dilution to shareholders. We are also in discussions with a few major
metal refineries to process concentrates. Working in partnership with existing artisanal producers in
Rwanda we expect to deliver substantial productivity gains that will benefit local communities as well as
deliver increased material for our trading business.
Outlook
As a Board, we believe the outlook for Aterian remains very positive. We have encouraging results
coming back from preliminary work on the recently acquired Moroccan projects and have identified a
new rare-metal hosting pegmatite swarm in southern Rwanda with lithium potential. We recently
attended the Mining Indaba in Cape Town where we received strong trade interest that supports and
vindicates our strategy to target critical and strategic metals through the expansion of our portfolio. The
market fundamentals remain strong for the Group. I remain firmly optimistic about the Group’s prospects
going forward and am encouraged by our developing relationships. Furthermore, the launch of our
trading operations will allow us to develop more important relationships to drive product trading and
revenues.
On behalf of the Company, I would like to take this opportunity to once again thank my fellow Board
members, our employees, and our shareholders for their continued support and patience.
Signed on behalf of the Board:
Director
28 April 2023
Aterian PLC
21
DIRECTORS’ REPORT
YEAR ENDED 31 DECEMBER 2022
The Directors present their report and the audited consolidated financial statements for the year ended
31 December 2022.
General Information
The Company is a public limited company with its shares admitted to the Official List (by way of Standard
The registered number of the company is 07496976.
Principal Activities
Cautionary Statement
The review of the business and its future development in the Strategic Report has been prepared solely
to provide additional information to shareholders to assess the Company’s strategies and the potential
for these strategies to succeed. It should not be relied on by any other party for any other purpose.
The review contains forward-looking statements which are made by the Directors in good faith based
on information available to them up to the time of the approval of the reports and should be treated with
caution due to the inherent uncertainties associated with such statements. Forward-looking statements
are based upon certain material factors that were applied in drawing a conclusion or making a forecast
or projection, including assumptions and analyses made by the Group in light of its experience and
perception of historical trends, current conditions and expected future developments, as well as other
factors that are believed to be appropriate in the circumstances. The material factors and assumptions
upon which such forward-looking statements are based include: commodity prices in relation to copper
and tantalum, the stability of the global economy; the stability of local governments and legislative
background; the relative stability of interest rates and the equity and debt markets continuing to provide
access to capital.
Results and Dividends
The results of the Company are set out in detail in the Financial Statements.
Given the nature of the business and its growth strategy, it is unlikely that the Board will recommend a
dividend in the next few years. The Directors believe the Company should improve performance to
generate profits to fund the Company’s growth strategy over the medium term.
Business Review and Future Developments
Details of the business activities and developments made during the period can be found in the Strategic
Report and in Note 1 to the Financial Statements respectively.
Aterian PLC
22
DIRECTORS’ REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Financial Instruments and Risk Management
Disclosures regarding financial instruments are provided within the Strategic Report and Note 19 to the
Financial Statements.
Capital Structure and Issue of Shares
Details of the Company’s share capital, which comprises ordinary shares, together with details of the
movements during the year are set out in Note 20 to the Financial Statements. The Company has one
class of ordinary share which carries no right to fixed income. There are no restrictions on the transfer
of shares.
Directors’ powers
The Directors may exercise all the powers of the Company, subject to applicable legislation and
regulation and the Company’s Articles of Association. The Company’s Articles of Association may be
amended by special resolution of the shareholders.
At the AGM held on 26 September 2022, authority was given for Directors be generally and
unconditionally authorised in accordance with section 551 of the Companies Act 2006 to allot shares in
the Company or grant rights to subscribe for or to convert any securities into shares in the Company up
to a maximum aggregate nominal amount of £2,411,735.23. Such authority shall expire at the conclusion
of the next annual general meeting of the Company or, if earlier, 12 months from the date of passing
this resolution.
Substantial Interests
As at 27 April 2023, the significant shareholders of the Company were as follows:
Largest Shareholders & Director Holdings
27 April 2023
ELEMENTAL ALTUS ROYALTIES
25.00%
SUMMERHILL TRUST COMPANY (ISLE OF MAN)
LIMITED
9.99%
MR CHARLES BRAY & Related Parties
8.11%
AURORA NOMINEES LIMITED
4.60%
SPREADEX LIMITED
2.65%
*MR DANIEL L HOGAN
3.41%
*MR STEPHAN C M KNOEF
3.22%
THE BANK OF NEW YORK (NOMINEES)
LIMITED
3.50%
JAMES KREITMAN
3.06%
BARNARD NOMINEES LTD
2.11%
MR SIMON ROLLASON
2.07%
*MR MICHAEL PAUL STATEN
1.81%
REBA GLOBAL PTY LTD
1.52%
Concert Party Holding
As of 31 March 2023, C Bray, M Staten, D Hogan and S Knoef together, forming a Concert Party, hold
159,675,500 ordinary shares of £0.01 or 16.55% of the outstanding share capital.
Aterian PLC
23
DIRECTORS’ REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Beneficial Interest in Employee Benefit Trust
The Company has a beneficial interest in its own shares through a nominee company. The shares are
held in an Employees Benefit Trust (The Equatorial EBT) for the benefit of its employees. This is
intended to constitute an employee’s share scheme within the meaning of the section 1166 of the
Companies Act 2006.
The shares are held by Summerhill Trust Company and administered by IQ-EQ, formerly First Names
Trust Company (Isle of Man) Limited and total 96,397,400 or 9.99% as noted in the above table. The
shares have nominal value of £963,974 of the called-up share capital of the Company.
To date options to purchase 96,397,400 of the shares have been granted to current and previous
directors or managers under share option agreements as disclosed in the note 20 of the financial
statements.
Directors and Directors’ Interests
The Directors who served in office since the beginning of the financial period are shown below:
- S J Retter* (resigned 17 March 2023)
- D Marais
- C Bray*
- S Rollason*
- Alister Hume (appointed 24 October 2022)
- Kasra Pezeshki (appointed 24 October 2022)
Charles Bray is a member of a management “Concert Party” holding 159,675,500 ordinary shares of
£0.01 or 16.55% of the outstanding share capital. The Concert Party includes former directors Mike
Staten and Simon Retter, Daniel Hogan, the former Eastinco Limited director, and Stephan Knoef,
former Eastinco Limited director. Simon Rollason holds 20,000,000 ordinary shares of £0.01.
As at the date of this report the interests of the directors in the ordinary shares of the Company are as
follows:
Director
Ordinary
Shares
Options in the
EBT Scheme
Total
% (Percentage of
total issued share
capital)
Warrants
S Rollason
20,000,000
-
20,000,000
2.07%
-
D Marais**
14,670,000
4,000,000
18,670,000
1.94%
6,670,000
C Bray*
78,270,000
22,250,000
100,520,000
10.42%
26,669,999
Alister
Hume
-
-
-
0.00%
-
Kasra
Pezeshki
-
-
-
0.00%
-
Details of the Directors’ fees and options granted are given in the Remuneration Report. None of the
Directors exercised any of their warrants or options during the year (2021: nil).
Aterian PLC
24
DIRECTORS’ REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
*Charles Bray is deemed to have control over Edlin Holdings Limited and as such Edlin Holdings Limited
is a related party in relation to Charles Bray’s Director holdings. ** D Marais holds shares through Reba
Global Pty Ltd.
Directors Biographies
Charles Bray, Aged 55, Chairman
Charles has over 30 years of experience, primarily focused in financial markets. A graduate of Yale
University with a degree in Economics, Charles originally worked for O’Connor & Associates in both
Philadelphia and New York as an exchange derivatives trader.
In 1994, he joined the London derivatives team of Paribas Capital Markets, following which he joined
Credit Suisse to eventually manage the Equity Convertible Finance Group which specialised in
structuring, trading, and managing privately issued corporate debt, equity, and equity-linked products
with a focus on small-mid cap issuers. In 2002.
Charles founded the fund management and capital markets boutique, Astin Capital Management Ltd.
Charles joined the Board of Eastinco in 2019 to lead its strategic refocus and recapitalisation which led
to its move into Rwanda and the pursuit of corporate transactions to improve its growth and
diversification prospects.
Simon Rollason, Aged 56, Director
Simon has 30 years of international exploration and mining experience, having worked on a wide range
of commodities and geological terranes, developing & building projects, and companies. He completed
a BSc (Hons) degree in geology from the University of the Witwatersrand, South Africa. He has broad
corporate exposure ranging from multi-nationals to junior and start-up companies, with a strong
operational background in African countries and within the CIS. He has operated in both open pit and
underground mining environments, managed both surface and underground exploration on greenfield
to brownfield projects and producing assets.
Devon Marais, Aged 28, Non-Executive Director
Devon is a South African National experienced in technology, renewables, and mining. He is the founder
of a solar energy provider, which solar powered over 300 homes in South Africa, Malawi, Zambia and
Uganda and co-founder and managing partner of Reba Group, which specialises in financing and
commercialising high-profile technologies in Africa. Devon joined Eastinco as non-executive director in
June 2018 when ARQ took an interest in the Company.
Kasra Pezeshki, Aged 39, Non-Executive Director
Mr Pezeshki has over 17 years of experience in investment banking, structured finance, and private
equity at institutions such as UBP, Morgan Stanley, Adveq, Bank of America and Enveq in London, New
York, Geneva, and Zurich. Until recently he was the CIO at UK’s first large-scale Gigafactory developer.
Kasra is the co-founder and director of Enveq Investments, where he has originated, structured and
executed deals for a wide range of clients varying from corporates to family offices, as well as having
made direct investments in venture capital and private equity. Kasra holds a 1st Class BSc (Hons)
degree from the Electrical and Electronic Engineering Department of the University of Hertfordshire and
an MSc in Computer Science from Imperial College London.
Aterian PLC
25
DIRECTORS’ REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Alister Masterton-Hume, Aged 35, Non-Executive Director
Mr Masterton-Hume was previously the Chief Investment Officer of Altus Strategies plc. Alister is an
experienced investment and business development manager with over a decade of experience working
in private equity and capital markets in the natural resources industry.
He has gained international exposure to the sector through his roles as an investment advisor at
Morgans, Australia’s largest corporate broker, an investment manager at The Sentient Group, a
US$2.7b private equity fund focused on metals and mining, and as director of business development at
KoBold Metals, a data science-led resource investment vehicle. Alister previously held board positions
for East Africa Copper and Meridian Mining (TSXV: MNO). He holds a Bachelor of Commerce (Finance
and Accounting) from Sydney University and has completed level I of the CFA programme in 2020. He
is currently enrolled in level II.
The Board upholds the importance of sound ethical values and behaviour not only because it is
important to the Company to successfully achieve its corporate objectives and to transmit this culture
throughout the organisation but also to set a benchmark and send a signal of what it will and will not do
in the jurisdictions in which the Company may operate.
The Company is incorporated in the UK and governed by the Companies Act 2006 which requires the
Company to conform with the various statutory and regulatory provisions in the UK. The Company has
adopted the Quoted Companies Alliance Corporate Governance Code 2018 (the ‘QCA Code’) and the
Board recognises the need to maintain a high standard of corporate governance as well as to comply
with the Listing Rules to safeguard the interest of the Company’s stakeholders.
Going concern
The financial position of the Group, its cash flows and liquidity position are set out in these financial
statements. As at 31 December 2022, the Group had cash and cash equivalents of £110,000 and a
working capital facility of £500,000. As at the date of this report, cash balances were approximately
£218,000 and the Group had £50,000 remaining to be drawn on its working capital facility. The Company
also hopes to raise additional equity to fund both day-to-day expenditure and potential growth although
there can be no certainty that such funding will be forthcoming.
The Company’s base case financial projections show that the Group will continue to operate within the
available facilities throughout the next 12 months. Much of the Group’s planned exploration expenditure
is discretionary and, if necessary, could be scaled back to conserve cash should circumstances coincide
with our expectations.
After making enquiries, the Directors have a reasonable expectation that the Company and the Group
have adequate resources to continue in operational existence for the foreseeable future.
Further details are given in Note 2 to the financial statements. For this reason, the Directors continue to
adopt the going concern basis in preparing the financial statements.
The Group has prepared monthly cash flow forecasts based on reasonable estimates of key variables
including operating costs and capital expenditure through to September 2024 that supports the
Aterian PLC
26
DIRECTORS’ REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
conclusion of the Directors that they expect sufficient funding to be available to meet the Group’s
anticipated cash flow requirements to this date.
The assessment as to whether the going concern basis is appropriate has also taken into account all
information available up to the date of authorisation of these financial statements.
The Group will need additional funding to finance ongoing operations and any acquisitions it might make.
Whilst there can be no guarantee that sufficient funds will be raised, the Board is confident that sufficient
additional capital will be raised to ensure adequate funds are available to the Group. The Directors have
concluded that these circumstances give rise to a material uncertainty relating to going concern, arising
from events or conditions that may cast significant doubt on the entity’s ability to continue as a going
concern if a further fund raise was unsuccessful. However, considering recent successful fund raises
the Directors are confident that they can continue to adopt the going concern basis in preparing the
financial statements.
The financial statements do not include any adjustment that may arise in the event that the Group is
unable to raise finance, realise its assets and discharge its liabilities in the normal course of business.
The Directors are not aware of any other indicators which would give doubt to the going concern status
of the Group.
Disclosure of Information to Auditors
So far as the Directors are aware, there is no relevant audit information of which the Company’s auditors
are unaware, and each Director has taken all the steps that he ought to have taken as a Director, in
order to make himself aware of any relevant audit information and to establish that the Company’s
auditors are aware of that information.
Donations
No political or charitable donations have been made in the year ended 31 December 2022.
Directors’ Insurance
The Company has maintained throughout the year directors’ and officers’ liability insurance for the
benefit of the Company, the Directors and its Officers.
Supplier Payment Policy
Our suppliers are key business partners, and the quality of raw materials and services we receive are
essential to our business and its growth.
It is the Company’s policy to settle the terms of payment with those suppliers when agreeing the terms
of each transaction, and to abide by the terms of payment.
Auditors
MHA MacIntyre Hudson were appointed as auditors during 2022 following the resignation of Adler Shine
LLP.
They have expressed their willingness to continue in office as auditors and a resolution to re-appoint
them will be proposed at the next Annual General meeting.
Aterian PLC
27
DIRECTORS’ REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
This report was approved by the Board on 28 April 2023 and signed on its behalf by:
Charles G Bray
Director
28 April 2023
Aterian PLC
28
STATEMENT OF DIRECTORS' RESPONSIBILITIES
YEAR ENDED 31 DECEMBER 2022
The directors are responsible for preparing the Annual Report and the financial statements in
accordance with applicable law and regulation. Company law requires the directors to prepare financial
statements for each financial year. Under that law the directors have prepared the Group and Company
financial statements in accordance with International Financial Reporting Standards as adopted in the
United Kingdom ("UK adopted").
Under company law, directors must not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the group and company and of the profit or loss of
the group for that period. In preparing the financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the group and company will continue in business.
The directors are also responsible for safeguarding the assets of the group and company and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors
are responsible for keeping adequate accounting records that are sufficient to show and explain the
Group’s and company’s transactions and disclose with reasonable accuracy at any time the financial
position of the group and company and enable them to ensure that the financial statements comply with
the Companies Act 2006.
The directors are responsible for the maintenance and integrity of the company’s website. Legislation in
the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors’ Confirmations
The directors consider that the annual report and accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Group’s and
company’s position and performance, business model and strategy.
Each of the directors, whose names and functions are listed in the corporate governance report confirm
that, to the best of their knowledge:
• the Group and Company only financial statements, which have been prepared in accordance
with International Financial Reporting Standards as adopted in the United Kingdom ("UK
adopted"). and international financial reporting standards, give a true and fair view of the assets,
liabilities, financial position and loss of the Group;
• the Directors’ Report includes a fair review of the development and performance of the business
and the position of the Group and Company, together with a description of the principal risks
and uncertainties that it faces. In the case of each director in office at the date the directors’
report is approved:
• so far as the director is aware, there is no relevant audit information of which the Group’s and
Company’s auditors are unaware; and
Aterian PLC
29
STATEMENT OF DIRECTORS' RESPONSIBILITIES (continued)
YEAR ENDED 31 DECEMBER 2022
• they have taken all the steps that they ought to have taken as a director in order to make
themselves aware of any relevant audit information and to establish that the Group’s and
Company’s auditors are aware of that information.
The Directors’ Responsibility Statement was approved by the Board on 28 April 2023.
Charles G Bray
Director
28 April 2023
Aterian PLC
30
CORPORATE GOVERNANCE REPORT
YEAR ENDED 31 DECEMBER 2022
The Directors have established an audit committee, a nomination committee and a remuneration
committee with formally delegated duties and responsibilities.
Audit Committee
The Audit Committee comprises of Kasra Pezeshki and Devon Marais, and its mandate includes, among
other duties and responsibilities: monitoring the financial reporting process and systems of internal
control; monitoring the independence and performance of the external auditors; and, reviewing internal
and year-end financial statements and other legal and regulatory filings for approval by the Board of
Directors. This Committee is chaired by Devon Marais.
Remuneration Committee
The Remuneration Committee comprises of Alister Masterton-Hume and Devon Marais, and its mandate
is to set the over-arching principles, parameters and governance framework of the Company’s
remuneration policy and the remuneration of Senior Executives. This Committee is chaired by Devon
Marais. The Remuneration Committee resolved to appoint Alister Masterton-Hume on the basis of his
experience in investment and business development with over a decade of working in private equity and
capital markets in the natural resources industry. We based our appointment on merit making use of
objective selection criteria, with the aim of optimising the mix of skills, experience, diversity and
perspectives necessary for the Company to achieve its strategic objectives now and in the future.
Nomination Committee
The Nominations Committee comprises of Kasra Pezeshki, Alister Masterton-Hume and Devon Marais,
and its mandate is to review the structure, size and composition of the Board and its Committees, and
to review succession planning for Board and Senior Management. This Committee is chaired by Kasra
Pezeshki. The Nominations Committee resolved to appoint Alister Masterton-Hume on the basis
relevant experience capital markets in the natural resources industry. Likewise, the Committee
appointed Kasra Pezeshki on the basis of his relevant experience in financial markets and the natural
resources sector.
Corporate Governance Code
The Company and its subsidiaries are required to comply with a recognised corporate governance code,
demonstrating how the Group complies with such corporate governance code and where it departs from
it. The Company has decided to apply the QCA Corporate Governance Code (“QCA Code”), which is
specifically designed for growing companies, as the Corporate Governance framework to ensure
adequate corporate governance standards as befits the nature of the Company’s business and the stage
attained in the continuing evolution of the Company, and in-line with its corporate strategy and business
goals.
The QCA Code sets out ten principles by which the code may be applied to any company. These
principles are outlined below as a demonstration of how the Company meets these requirements. The
Board follows and applies the principles of the QCA Code, and the Company will provide annual updates
on its compliance with the QCA Code in its Annual Report.
Principle 1. Establish a strategy and business model which promote long-term value for
shareholders
The Company seeks to secure the acquisition of critical and strategic mineral resource assets relating
to exploration, development, and trading across Africa. The Company can deploy capital on profitable
mines to significantly increase productivity and improve safety.
Aterian PLC
31
CORPORATE GOVERNANCE REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
The opportunity exists to acquire and consolidate existing inefficient mines to create a tin, tungsten, and
tantalum mining company providing the capital expenditure for mechanisation, improved process
technology and safety equipment needed to upgrade the sector and thereby significantly increasing
production. The Company has a portfolio of exploration assets in Morocco where its primary target metal
is copper which has strong long-term fundamentals and a key component in the supply chain for the
global move towards sustainable electrification. The Company remains active in identifying further
opportunities across a range of critical and strategic commodities and jurisdictions. The Company
intends to achieve these goals while maintaining corporate governance principles in line with those
outlined in the QCA Code. The key challenges in achieving this are the raising of sufficient capital to
support exploration activity and attracting the right calibre of personnel to the Group.
Principle 2: Seek to understand and meet shareholder needs and expectations
The Board considers that good communication with shareholders, based on the mutual understanding
of objectives, is important. In addition to the information included in the Company’s annual and interim
reports and required public announcements, there is regular dialogue between the Board and senior
management and shareholders including regular presentations to investors, one-to-one meetings with
major shareholders, in addition to specific meetings with shareholders relating to major transactions.
Through shareholder feedback, the Company ensures that it remains in touch with the information
requirements of our shareholders, their expectations regarding their investment, and the motivation
behind their voting decisions. The Director’s consider shareholders’ motivations and expectations to be
broadly correlated with that of the Company and the Company’s strategy.
The Company aims to update on key events within these categories frequently, and in a timely manner
as events materialise. Directors recognise that shareholders require complete and timely information as
a necessary input to their investment decisions. An up-to-date information flow is also maintained on
the Company’s website: https://aterianplc.com/ which contains all press announcements, financial
reports, as well as operational information on the Company’s activities.
The Board also encourages shareholders to attend the Annual General Meeting, at which members of
the Board are available to answer questions and present a summary of the year’s activity and the
corporate outlook for the Company.
Principle 3: Take into account wider stakeholder and social responsibilities and their
implications for long-term success
The Board believes that long-term success relies upon good relations with a range of different
stakeholder groups, both internal and external. Most importantly, however, we act with respect for
people, communities and the environment.
Companies in the natural resources and commodities industries are particularly exposed to ESG
challenges, in large part due to the unique combination of environmental issues, human rights issues
and financial transparency. Given our involvement in businesses centred primarily on the very large and
diverse African continent our mining projects may be obliged to deal in geographical regions lacking well
developed legal systems or human rights protections.
As part of our business model, we identify the relationships on which the Company relies, including local
populations, suppliers, customers, partners, and other stakeholders, and seek to maintain and improve
these relationships in several ways but particularly through direct engagement.
Aterian PLC
32
CORPORATE GOVERNANCE REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
We regularly seek to obtain, and act on, feedback from the population, our employees, our suppliers,
and other parties with whom we transact, as to how we can best maintain and improve our interactions
with each other.
Principle 4: Embed effective risk management, considering both opportunities and threats,
throughout the organisation
The Board regularly reviews the risks to which the Company is exposed and ensures through its
meetings and regular reporting that these risks are minimised as far as possible whilst recognising that
its business opportunities carry an inherently high level of risk. The Board is ultimately responsible for
the management, governance, controls, risk management, direction, and performance of the Group.
The principal risks and uncertainties facing the Company at this stage in its development and in the
foreseeable future are detailed in the Strategic Report, together with risk mitigation strategies employed
by the Board. The Company also faces a number of financial risks such as liquidity risks. The Company’s
financial risk management policies are set out in Note 19.
Principle 5: Maintain the board as a well-functioning, balanced team led by the chair
The Board of Directors currently comprises an Executive Chairman, Chief Executive Officer and three
non-executive directors. All directors retire by rotation with at least one third submitting themselves for
re-election each year at the Company’s Annual General Meeting.
Executive directors of the Company are required to work such hours as are required to fulfil their
obligations to the Company and have service contracts with a 3-month notice period. They are not
precluded from having other outside business commitments.
Non-executive directors have letters of appointment with a 3-month notice period and are required to be
available to attend Board meetings and to deal with both regular and ad hoc matters. Their letters of
appointment provide no indicative time commitment, but they are required to devote sufficient time as
may reasonably be necessary for the proper performance of their duties.
Independence of the Board
The Board considers that each of the non-executive directors to be independent in character and
judgement (using the definition set out in the QCA Corporate Governance Code).
The Board is satisfied that it has a suitable balance between independence and knowledge of the
business to allow it to discharge its duties and responsibilities effectively.
The Board receives monthly report updates from the management team through monthly operational
reports.
Aterian PLC
33
CORPORATE GOVERNANCE REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
The Board and its’ Audit and Remuneration committees are made up of the following members:
Director Position Status
Audit
Committee
Remuneration
Committee
Nomination
Committee
Charles Bray
Executive
Chairman
Not independent – – –
Simon
Rollason
Executive
Director/CEO
Not independent –
– –
Devon Marais
Non-
Executive
Independent Chair Chair Member
Kasra
Pezeshki
Non-
Executive
Independent Member - Chair
Alister
Masterton-
Hume
Non-
Executive
Independent - Member Member
Directors are expected to attend at least four Board meetings each year. The Board meets at least 4
times per annum however, the Board meets more frequently than this on an ad hoc basis.
The Company reports annually on the number of Board and Committee meetings that have been held
and the attendance record of individual directors. During the year, six, Board meetings were held. The
attendance of the Directors was as follows:
Number of Board
Meetings in 2022
C Bray S Rollason S Retter D Marais K Pezashki A
Masterton-
Hume
Totals 6 6 6 6 1 1
The Audit Committee is scheduled to meet at least 2 times a year but may meet more frequently
regarding the Company’s audit or on risk management issues. The Remuneration Committee is
scheduled to meet at least once a year.
Principle 6: Ensure that between them the directors have the necessary up-to-date experience,
skills and capabilities
The Board is satisfied that, between its directors, it has an effective balance of skills and experience
including technical and commercial mining industry knowledge and expertise and experience in sales,
operations, performance improvement, finance, commercial law, and capital markets. Each Board
member brings a mix of different capabilities which blend well into a successful and effective team.
Board members maintain their skillsets through practice in day-to-day roles enhanced with continuing
professional development and specific training where required.
Biographies for each Board member are published on the Company’s website and in the Directors’
Report.
Aterian PLC
34
CORPORATE GOVERNANCE REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Principle 7: Evaluate board performance based on clear and relevant objectives, seeking
continuous improvement
The Company does not currently undertake a formal annual evaluation of the performance of the Board
or individual Directors but will consider doing so at an appropriate stage of its development in
accordance with general market practice.
Given its relatively small size, the Company has no formal succession planning process in place.
Recommendations for Board-level and other senior appointments are put to the Board for approval by
the Executive Chairman.
Principle 8: Promote a corporate culture that is based on ethical values and behaviours
The Board also believes that a healthy corporate culture both protects and generates value for the
Company. We therefore seek to operate within a corporate culture that is based on sound ethical values
and behaviours. We do this using certain rule-based procedures (such as our formal Corporate Code of
Conduct) and, more importantly, by the behavioural example of individual Board members and senior
managers. These values, which we seek to instil throughout the Company, include integrity, respect,
honesty, and transparency. As a small company these characteristics are far more visible to staff than
might otherwise be the case. We also hold internal meetings at which Directors and staff discuss
matters, both formally and informally.
The corporate culture of the Company is promoted throughout its employees and contractors and is
underpinned by compliance with local regulations and the implementation and regular review and
enforcement of various policies, including a Health & Safety Policy, Share Dealing Policy, and a Social
Media Policy. The Company policy is that all Company activities are carried out in compliance with safety
regulations, in a culture where the safety of personnel is paramount. The Company will ensure an
appropriate level of contact and negotiation with all stakeholders including landowners, community
groups and regional and national authorities.
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture
of the Company and that this will impact performance. The Board is very aware that the tone and culture
set by the Board will greatly impact all aspects of the Company and the way that employees behave.
The exploration for, and development, of mineral resources can have significant impact in the areas
where the Company and its contractors are active, and it is important that the communities in which we
operate view Company’s activities positively. Therefore, the importance of sound ethical values and
behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The
Board places great importance on this aspect of corporate life and seeks to ensure that this is reflected
in all the Company does.
Principle 9: Maintain governance structures and processes that are fit for purpose and support
good decision-making by the Board
The Board is responsible for the long-term performance of the Company. There is a formal schedule of
matters specifically reserved for the Board, in addition to the formal matters required to be considered
by the Board under the Corporations Act. This list includes matters relating to:
a) appointing executive directors and determining their remuneration;
b) determining strategy and policy;
c) reviewing and ratifying risk management and compliance systems and controls;
d) approving major capital expenditure, acquisitions and disposals;
e) approving and monitoring budgets and the integrity of financial reporting;
Aterian PLC
35
CORPORATE GOVERNANCE REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
f) approving interim and annual financial reports;
g) approving significant changes to the organisational structure;
h) approving any issues of shares or other securities;
i) ensuring high standards of corporate governance and regulatory compliance; and
j) the appointment of the Company’s auditors.
The Executive Chairman’s role involves both the leadership of the Board (including responsibility for the
establishment of sound corporate governance principles and practices) and leading the Company’s
executive management team in the execution of its strategy. He also plays a pivotal role in developing
and reviewing the strategy in consultation with the Board.
The Audit Committee monitors the overall effectiveness of our risk management processes and internal
controls as understanding and effectively managing the Group’s risks is fundamental to being able to
execute our strategy. The executive management team is responsible for monitoring the controls and
progress of actions to manage principal risks.
The Company has appointed a Chief Financial Officer who has responsibility for assessing financial
controls, including the preparation and review of consolidated financial statements.
The QCA Code’s recommendation is that the role of Chairman and Chief Executive are not combined,
Aterian’s use of an Executive Chairman reflects both the entrepreneurial nature and early stage of
development of its business.
The Executive Directors are responsible for implementing and delivering the strategy and operational
decisions agreed by the Board, making operational and financial decisions required in day-to-day
operations, providing executive leadership to managers, championing the Company’s core values and
promoting talent management.
The Independent Non-Executive Directors contribute independent thinking and judgement through the
application of their external experience and knowledge and are tasked with scrutinising the performance
of management, providing constructive challenge to the executive directors, and ensuring that the
Company is operating within the governance and risk framework approved by the Board.
The Company’s Board established Audit, Remuneration and Nomination Committees to assist the Board
in fulfilling its duties.
Financial statements are prepared with assistance from the management accountants and are reviewed
by the Executive Chairman before being approved by the Board as a whole. Due to the current, relatively
small size of the business, it is not considered appropriate to have an internal audit function.
Remuneration for both executive and non-executive directors is determined by the Board save that no
Director is involved in deciding their own remuneration.
Given its relatively small size, the Company has no formal succession planning process in place.
Recommendations for Board-level and other senior appointments are put to the Board for approval by
the Executive Chairman.
The Company’s corporate governance policies and procedures will continue to be reviewed regularly
and may change further as its business develops and in response to further regulatory and other relevant
guidance.
Aterian PLC
36
CORPORATE GOVERNANCE REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Principle 10: Communicate how the company is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders
The Board attaches great importance to providing shareholders with clear and transparent information
on the Company’s activities, strategy, and financial position. Details of all shareholder communications
are provided on the Company’s website. The Company communicates with shareholders through its
annual report and accounts, half yearly trading updates, its annual general meeting, regulatory news
releases and one-to-one meetings with certain existing and potential new shareholders.
The Company’s website includes the outcomes of shareholder votes cast at the Annual General Meeting
and historic annual accounts, half-year reports and AGM notices.
In formally adopting the QCA Code as its corporate governance framework, the Board has reviewed all
aspects of compliance and has taken action to improve disclosures in its annual report and accounts
and on its website.
Departures from the QCA code:
Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking
continuous improvement
Aterian’s Board is focused on implementing the Company’s strategy. Given the size and nature of the
Company, the Board does not consider it appropriate to have a formal performance evaluation
procedure in place, as described and recommended in Principle 7 of the QCA Code. The Board will
closely monitor the situation as the Company acquires assets and grows.
Principle 9: Maintain governance structures and processes that are fit for purpose and support
good decision-making by the Board
A nominations committee was established on Admission in October 2022.
The QCA Code states that there should be a nomination committee to deal with the appointment of both
executive and non-executive directors except in circumstances where the Board is small.
The Directors have increased the size of the Board on Admission and have therefore established a
separate nomination committee.
Website Publications
The Directors are responsible for ensuring the annual report and the financial statements are made
available on a website. Financial statements are published on the Company’s website in accordance
with legislation in the United Kingdom governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions.
The maintenance and integrity of the Company’s website is the responsibility of the Directors. The
Directors’ responsibility also extends to the ongoing integrity of the financial statements contained
therein.
By Order of the Board,
Charles G Bray
Director
28 April 2023
Aterian PLC
37
DIRECTORS’ REMUNERATION REPORT
YEAR ENDED 31 DECEMBER 2022
The Directors have established a nomination committee and a remuneration committee with formally
delegated duties and responsibilities.
The items included in the Remuneration Report are unaudited unless otherwise stated.
Directors’ Letters of Appointment
Each of the Directors has entered into a letter of appointment with the Company as more fully described
below.
Charles Bray
Under an executive service agreement dated 1 July 2021 between the Company, Eastinco ME and
Charles Bray, Mr. Bray is employed as an Executive Director with the titled of Executive Chairman of
the Company at a salary of USD $120,000 per annum plus participation in the Company’s EBT Scheme
(plus expenses reasonably incurred by him in the course of his duties) in regular instalments. Mr. Bray
is required to devote such time, attention and ability as is needed to enable him to carry out his personal
duties to the Company as an Executive Director. His appointment shall (unless terminated earlier due
to poor performance or gross misconduct or other material breach of duties) continue indefinitely, until
terminated by either party on three (3) months’ notice in writing. Mr. Bray’s service agreement contains
non-compete, non-solicitation and no-conflict restrictions with his position as an Executive Director
(applying during the term of the agreement and fora period of twelve months after its termination for any
reason).
Simon Rollason
Under an executive service agreement dated 1 July 2021 between the Company, Eastinco ME and
Simon Rollason. Mr. Rollason is employed as an Executive Director of the Company at a salary of USD
$120,000 per year plus participation in the Company’s EBT Scheme. Mr. Rollason is required to devote
such time, attention and ability as is needed to enable him to carry out his personal duties to the
Company as an Executive Director. His appointment shall (unless terminated earlier due to poor
performance or gross misconduct or other material breach of duties) continue indefinitely, until
terminated by either party on three (3) months’ notice in writing. Mr. Rollason’s service agreement
contains non-compete, non-solicitation and no-conflict restrictions with his position as an Executive
Director (applying during the term of the agreement and for a period of twelve months after its termination
for any reason).
Devon Marais
Under a service agreement dated 1 July 2021 between the Company, Eastinco ME Limited and Devon
Marais, Mr. Marais was appointed as a non-executive director at a salary of USD $36,000 per annum
(plus a discretionary bonus as determined by the Executive Directors and out-of-pocket expenses
incurred by him in the course of his duties). Mr. Marais’ engagement with the Company under the
service agreement shall continue indefinitely until terminated in accordance with the clause stated
further below. Mr. Marais is required to work such hours as may reasonably be required for the
performance of his duties. Mr. Marais shall not be required to work in excess of the working week as set
out in the Working Time Regulations 1998. In the event of gross misconduct, the Company may
terminate the Agreement without prior notice or payment. Other than in the event of gross misconduct,
this Agreement may be terminated by either party with a period of 3 months’ notice.
Aterian PLC
38
DIRECTORS’ REMUNERATION REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Mr. Marais’ non-executive service agreement contains non-compete, non-solicitation and no-conflict
restrictions with his position as a Non-Executive Director (applying during the term of the agreement and
for a period of twelve months after its termination for any reason).
Kasra Pezeshki
On 17 October 2022, Mr Pezeshki executed a letter of appointment with the Company pursuant to which
he agreed to act as a non-executive director of the Company. The letter of appointment is effective from
25 October 2022 and shall continue unless terminated by either party giving to the other 3 months’
prior written notice. Mr Pezeshki is expected to devote such time as is necessary for the proper
performance of his duties, including attendance at board meetings and at annual general meetings.
Under the terms of Mr Pezeshki’s letter of appointment, Mr Pezeshki shall be paid £12,000 gross per
annum, (plus a discretionary bonus as determined by the Executive Directors and out-of-pocket
expenses incurred by him in the course of his duties) payable monthly in arrears.
Alister Masterton-Hume
On 17 October 2022, Mr Hume executed a letter of appointment with the Company pursuant to which
he agreed to act as a non-executive director of the Company in the capacity as the representative of
AEM. The letter of appointment is effective from 25 October 2022 and shall continue unless terminated
by either party giving to the other 3 months’ prior written notice. Mr Hume is expected to devote such
time as is necessary for the proper performance of his duties, including attendance at board meetings
and at annual general meetings. Under the terms of Mr Hume’s letter of appointment, Mr Hume shall be
paid £12,000 gross per annum, (plus a discretionary bonus as determined by the Executive Directors
and out-of-pocket expenses incurred by him in the course of his duties) payable monthly in arrears.
The letters of appointment are governed by English law.
Shareholders’ Returns
The Company expects that any returns for shareholders would derive primarily from capital appreciation
of the Ordinary Shares and any dividends paid pursuant to the Company’s dividend policy set out below.
Dividend Policy
The Company intends to pay dividends on the Ordinary Shares at such times (if any) and in such
amounts (if any) as the Board determines appropriate in its absolute discretion.
Prior to generating revenues, it is unlikely that the Company will have any distributable profits but to the
extent the Company has any earnings it is the Company’s current intention to retain any such earnings
for use in its business operations, and the Company does not anticipate declaring any dividends in the
foreseeable future. The Company will only pay dividends to the extent that to do so is in accordance
with all applicable laws.
During the year ended 31 December 2022, there were no dividends paid or proposed.
Aterian PLC
39
DIRECTORS’ REMUNERATION REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Particulars of Directors’ Remuneration (audited)
Details of directors’ remuneration during the year are given below:.
Year ended 31
December 2022
C
Bray
S
Rollason
S
Retter
D
Marais
K
Pezashki
A
Hume
Totals
Fees and salaries 26 24 - - - - 50
Share-based
payment expense 3 - 1 1 - - 5
Totals 29 24 1 1 - - 55
Year ended 31
December 2021
C
Bray
S
Rollason
S
Retter
D
Marais
M
Staten
Totals
Fees and salaries - 200 - - - 200
Share-based
payment expense - - - - - -
Totals - 200 - - - 200
In 2020, because of the emergence of COVID the Board decided to implement cash-saving measures
by compensating Group and subsidiary company management in shares and/or granting Employee
Benefit Trust (EBTs) Options until such time as the Group could complete a fundraising and/or listing
on the London Stock Exchange. By offering shares or EBT Options, we were able to conserve our cash
resources while also incentivizing our management to focus on the long-term growth and success of the
company. By the end of 2021, twenty months of conservation of cash had elapsed. A total of 20,000,000
Ordinary Shares were issued to Simon Rollinson in 2021 at £0.01 per share for a total non-cash
consideration of £200,000 pursuant to these arrangements.
Scheme Interests Granted During 2022
The table below summarises option awards granted to Directors and former Directors during 2022.
Name
No. of Options
Face value at
grant (£)
Charles Bray
22,250,000
222,500
S J Retter
4,000,000
40,000
D Marais
4,000,000
40,000
M Staten
14,240,000
142,400
Total
44,490,000
444,900
The face value of the awards granted has been calculated using the grant price of £0.01. This share
price has been calculated based on the issue price of the Company’s shares on Admission on 25
October 2022. No option awards were made to Directors or former Directors in 2021.
Aterian PLC
40
DIRECTORS’ REMUNERATION REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Directors’ Shareholdings and Share Interests
Details of the Directors’ interests in shares are shown on page 23 of the Directors’ Report.
There are no
requirements or guidelines for Directors to own shares in the Company.
Statement of Shareholder Voting
At the last year’s AGM held on 26 September 2022, the resolutions relating to the 2021 Directors’
Remuneration Report were approved by shareholders on a show of hands. Details of the valid proxy
votes received for the resolution are detailed below:
Resolution Votes for Votes
against
Votes
withheld
Approval of Directors’ Remuneration
Report
247,745,500 0 0
100% 0% 0%
The Directors’ remuneration policy was last put to shareholders at the AGM held on 26 September 2022,
where it was approved by shareholders on a show of hands. Details of the valid proxy votes received
for the resolution are detailed below:
Resolution Votes for Votes
against
Votes
withheld
Approval of Directors’ Remuneration
Policy
247,745,500 0 0
100% 0% 0%
The Directors’ remuneration policy is maintained on the Investors page of the Company’s website
.
Statement of Directors’ Shareholding and Share Interests (audited)
The Directors who served during the year ended 31 December 2022, and any interests at that date, are
disclosed on page 23. There were no changes between the reporting date and the date of approval of
this report.
UK 10-year Performance Graph
The Directors have considered the requirement for a UK 10-year performance graph comparing the
Company’s Total Shareholder Return with that of a comparable indicator. The Directors do not currently
consider that including the graph will be meaningful because the Company is not paying dividends, is
currently incurring losses as its focus is develop its exploration assets.
In addition, and as mentioned above, the remuneration of Directors is not currently linked to
performance, and we therefore do not consider the inclusion of this graph to be useful to shareholders
at the current time. The Directors will review the inclusion of this table for future reports.
Aterian PLC
41
DIRECTORS’ REMUNERATION REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Consideration of Shareholder Views
The Board considers shareholder feedback received. This feedback, plus any additional feedback
received from time to time, is considered as part of the Company’s annual policy on remuneration.
Policy for Salary Reviews
The Company may from time to time seek to review salary levels of Directors, taking into account
performance, time spent in the role and market data for the relevant role. In addition to the consideration
given to the remuneration of the wider workforce, the Remuneration Committee consults with the
Company’s shareholders to obtain feedback on the existing remuneration policy and any revisions.
The approach taken in respect of the Company’s directors and employees has been considered by the
Committee and has taken into account the heightened inflationary environment felt by our employees
throughout the second half of 2022. Our approach to salary increases for our wider workforce in 2023
takes into account the continued high levels of inflation and the impact it has on our lower-paid
employees. The Company has not directly consulted with employees when drawing up the directors’
remuneration policy set out in this part of the report.
However, the Directors have been asked to waive
or forgo compensation for services to help the Company conserve cash and allow for market rates of
employee compensation.
The Company has established a trust for the benefit of the employees and former employees of the
Company’s Group and their dependants and issued a total of 44,490,000 EBT options in 2022. This
provides the opportunity for employees to share in the Group’s growth and helps to attract and retain
talented staff.
The EBT is managed by a Trustee, who exercises independent decision making with
respect to any voting of shares on behalf of Summerhill Trust.
In making our decisions on remuneration outcomes for the Executive Directors for 2022 and the
operation of our remuneration policy in 2023, we had regard for the context outlined above, with a
particular focus on management’s proposals to mitigate the impact of cost-of-living challenges for our
employees. In the past we have not exercised discretion; however, the Directors have been asked to
waive or forgo compensation for services to help the company conserve cash.
Since October 2022,
Non-Executive Directors’ remuneration includes an entitlement to a bonus as determined by the
Executive Directors.
Two former directors (Simon Retter 4,000,000 options and Mike Staten 14,240,000 options respectively)
were provided with compensatory awards for their past service in recognition of their contributions to
the Group during their tenure. Overall, providing compensatory awards for past service demonstrates
appreciation for the hard work and dedication of the former directors while also maintaining positive
relationships with key stakeholders.
As a committee we sought to make decisions that struck an appropriate balance between rewarding
and continuing to incentivise management and the wider workforce to deliver value for all our
stakeholders. Whilst we have not undertaken an extensive benchmarking exercise, we expect to
develop this as the Group expands and to consult formally with employees when
drawing up the
directors’ remuneration policy.
Shareholder feedback is communicated to the Board and the views of
shareholders considered in our decision-making.
Aterian PLC
42
DIRECTORS’ REMUNERATION REPORT (continued)
YEAR ENDED 31 DECEMBER 2022
Policy for New Appointments
All proposed appointments to the Board are subject to a full review of the Board prior to appointment.
The salaries and share awards of the Executive Directors and wider workforce which were agreed by
the Remuneration Committee were not subject to an external benchmarking exercise although this may
be implemented as the business develops.
Remuneration is not linked to key performance indicators but this will be reviewed over time. The
Committee does however consider levels of remuneration offered by competitors and all remuneration
packages are designed to attract, motivate and retain key individuals.
Loss of Office Payments and Payments to Former Directors
There were no loss of office payments made to Directors or payments to former Directors in 2022 (2021:
nil). Any payments that may be made in the future will be made in accordance with individual contractual
arrangements.
Conflicts of Interest
The full Board determines whether or not Executive Directors are permitted to serve in roles with other
companies. Such permission is only granted where a role is on a strictly limited basis, where there are
no conflicts of interest or competing activities and providing there is not an adverse impact on the
commitments required to the Group. Earnings from such roles are not disclosed nor paid by the Group.
Other Matters
- Certain of the Directors hold options and or warrants in respect of the Company’s Ordinary
Shares as set out above in the Directors’ Report.
- The Company does not have any pension plans for any of the Directors and does not pay
pension amounts in relation to their remuneration.
- The Company has not paid out any excess retirement benefits to any Directors.
Approved on behalf of the Board of Directors by:
Charles G Bray
Director
28 April 2023
Aterian PLC
43
Independent auditor’s report to the
members of Aterian Plc
F
or the purpose of this report, the terms “we” and “our” denote MHA MacIntyre Hudson in relation to UK
legal, professional and regulatory responsibilities and reporting obligations to the members of Aterian Plc.
For the purposes of the table on page 45 and 46 that sets out the key audit matters and how our audit
addressed the key audit matters, the terms “we” and “our” refer to MHA MacIntyre Hudson. The Group
financial statements, as defined below, consolidate the accounts of Aterian Plc and its subsidiaries (the
“Group”). The “Parent Company” is defined as Aterian Plc, as an individual entity. The relevant legislation
governing the Company is the United Kingdom Companies Act 2006 (“Companies Act 2006”).
Opinion
We have audited the financial statements of Aterian Plc for the year ended 31 December 2022.
The
financial statements that we have audited comprise:
• the Consolidated Statement of Comprehensive Income
• the Consolidated and Company Statements of Financial Position
• the Consolidated and Company Statements of Changes in Equity
• the Consolidated and Company Statements of Cash Flow
s
• N
otes 1 to 29 to the financial statements
T
he financial statements have been prepared in accordance with International Financial Reporting
Standards and Interpretations ("collectively IFRSs") as adopted in the United Kingdom ("UK-adopted
IFRS")'
In
our opinion the financial statements:
• give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31
December 2022 and of the Group’s loss for the year then ended;
• have been properly prepared in accordance with International Financial Reporting Standards and
Interpretations ("collectively IFRSs") as adopted in the United Kingdom ("UK-adopted IFRS")'; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the
Group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and
we have fulfilled our ethical responsibilities in accordance with those 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 Directors' use of the going basis of
accounting in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue
to adopt the going concern basis of accounting included:
• The
consideration of inherent risks to the Group’s and the Parent Company’s operations and
specifically their business model.
• The evaluation of how those risks might impact on the available financial resources.
• Where additional resources may be required, the reasonableness and practicality of th
e
a
ssumptions made by the Directors when assessing the probability and likelihood of those
resources becoming available.
Aterian PLC
44
•
• Solvency considerations including examination of budgets and forecasts and their basis of
preparation, including review and assessment of the model’s mechanical accuracy and the
reasonableness of assumptions included within.
• Held discussions with management regarding their future plans and strategies to begin
operating in the future.
• Viability assessments at Group and Parent Company levels, including consideration of business
plans.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
Material uncertainty relating to going concern
We draw attention to note 2.6 in the financial statements which states that the Group and Parent
Company’s operational existence is reliant on the ability to raise further funding through equity placing or
through the support of the directors through an injection of capital. The impact of this together with other
matters indicate that a material uncertainty exists that may cast significant doubt on their ability to
continue as a going concern. Our opinion is not modified in respect of this matter.
Overview of our audit approach
Scope
Our audit was scoped by obtaining an understanding of the Group, including the
Parent Company, and its environment, including the Group’s system of internal
control, and assessing the risks of material misstatement in the financial
statements. We also addressed the risk of management override of internal
controls, including assessing whether there was evidence of bias by the directors
that may have represented a risk of material misstatement.
We undertook a full scope audit on the complete financial information of 1
component and specific analytical procedures and analytical reviews were
undertaken on the remaining 10 components.
Materiality
2022
2021
Group
£100,000
£102,700
3% (2021: 3%) of net assets
Parent Company
£85,000
£92,400
3% (2021: 3%) of net assets
Key audit matters
Recurring
• Expected credit loss provisions - Impairment of loans and advances
(Parent Company)
• Impairment of the investment in subsidiary undertakings (Parent
Company only) and Impairment of Goodwill (Group)
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
matters 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.
Aterian PLC
45
Expected credit loss provisions - Impairment of loans and advances (Parent Company)
Key audit
matter
description
In the draft financial information provided by management as at 31 December 2022,
the Company reported a loan receivable due from a subsidiary company of £2.4m.
This was the only material loan receivable held by the company.
The calculation of ECL requires management to make significant judgments and
estimates which are subjective due to significant uncertainty associated with the
assumptions used.
Areas with increased complexity in respect of the timing and measurement of ECL
include:
• Staging - Allocation of assets to stage 1, 2, or 3 on a timely basis in accordance
with IFRS 9;
• Model estimations – Accounting interpretations, modelling assumptions and
data used to build and run the Probability of Default (‘PD’), Loss Given Default
(‘LGD’) and Exposure at Default (‘EAD’) models that calculate the ECL;
• Economic scenarios - Inputs, assumptions and weightings used to estimate the
impact of multiple economic scenarios including any changes to scenarios
required;
• Judgements exercised by management in determining whether a significant
increase in credit risk (‘SICR’) should be recognised; and
• The measurement of ECL on individually assessed stage 3 loans, including
management’s estimation of future expected cash flows.
How the
scope of our
audit
responded to
the key audit
matter
• We reviewed the ECL memorandum prepared by management and assessed
the PD, LGD and EAD assumptions used within that memorandum.
• As part of this review, we considered the developments made during the year
within Eastinco Limited, which is the subsidiary to which the loan relates to.
• We reviewed post year-end activity to assess whether the loan had been repaid
and whether any loan default notice had been issued.
• We held discussions with management to ascertain the likelihood of the loan
being repaid.
Key
observations
Based on our findings during the audit we challenged management on the
completeness of the ECL provision. The material loan between Aterian plc and its
subsidiary had defaulted post year-end, with a loan default notice issued and there
were concerns on the subsidiaries ability to repay the loan as at 31 December 2022.
Management agreed with the challenge and subsequently increased the ECL
provision to 100% of the loan and associated accrued interest balance. The final
balance of the loan receivable as at 31 December 2022 was therefore £nil.
We tested the data used to populate the disclosures and assessed the adequacy of
disclosures for compliance with the accounting standards and regulatory
considerations.
Aterian PLC
46
Investment Valuation (Standalone Parent) and Impairment of Goodwill (Group)
Key audit
matter
description
Given that the subsidiary companies acquired are not currently revenue or profit
generating entities, there is a risk that goodwill at the Group level and investments at
the standalone parent Company level could be materially misstated.
At 31 December 2022, following adjustments recorded during the audit, the Group
reported goodwill of £nil (2021: £2.2 million) and the Company reported
investments of £3.135 million (2021: £2.3 million).
Whether an impairment is required or not is highly dependent on whether there is
commercial viability in exploring and excavating the mines owned by the Group in the
fu
ture or if there are any other financial impairment indicators. For this reason,
management have assessed this as a significant risk in their accounting policies.
Management prepared a detailed impairment assessment, taking into consideration:
- current year developments relating to each licence;
-
expected useful lives of the licences and the ability to retain the licence
interests when they come up for renewal;
- comparable information for large mining and exploration companies in the
vicinity of each of the licences;
- history of exploration success in the regions being explored by the Group;
- local infrastructure and geopolitical environment; and
- commodity prices.
How the
scope of our
audit
responded to
the key audit
matter
• Reviewed the method used in estimating any potential impairment required and
considered if it is appropriate.
• Challenged management on whether the inputs into the impairment
assessment were reasonable and accurate based on supporting evidence.
• Identified which of the assumptions used were significant to the estimate, i.e.,
those whose reasonable variation would cause a material change in the
valuations.
• Assessed any evidence of management bias in selecting key assumptions and
assessed the impact of changes in the model vs. the assumptions used in
previous periods.
• Assessed whether there were indicators of impairment that should also be
considered for the previous reporting date.
Key
observations
Following the audit work undertaken, there were material impairments recognised
for both Goodwill and Investments. Specifically, management impaired the Goodwill
of £2.2m and the Investment of £2.3 million which related to its Rwandan based
subsidiary, Eastinco Limited. The basis of this impairment was due to the lack of
development in the year and revenue generation in the Company.
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that,
individually or in aggregate, would change or influence the economic decision of a reasonably
knowledgeable user of those financial statements. Misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their effect on the financial statements as
a whole. Materiality is used in planning the scope of our work, executing that work and evaluating the
results.
Materiality in respect of the Group was set at £100,000 (2021: £103,000) which was determined on the
basis of 3% (2021: 3%) of the Group’s net assets. Materiality in respect of the Parent Company was set at
£85,000 (2021: £92,700), determined on the basis of 3% (2021: 3%) of the Parent Company’s net assets.
Net assets were deemed to be the appropriate benchmark for the calculation of materiality as in the
absence of the meaningful trade, we consider that the net assets to be the main measure by which the
users of the financial statements assess the financial performance and the future prospects of the Group.
Aterian PLC
47
Performance materiality is the application of materiality at the individual account or balance level, set at
an amount to reduce, to an appropriately low level, the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality for the financial statements as a whole.
Performance materiality for the Group was set at £70,000 (2021: £61,800) and at £59,500 (2021:
£55,620) for the Parent Company which represents 70% (2021: 60%) of the above materiality levels.
The determination of performance materiality reflects our assessment of the risk of undetected errors
existing, the nature of the systems and controls and the level of misstatements arising in previous
audits.
We agreed to report any corrected or uncorrected adjustments exceeding £5,000 and £4,250 in respect
of the Group and Parent Company respectively to the Audit Committee as well as differences below this
threshold that in our view warranted reporting on qualitative grounds.
Overview of the scope of the Group and Parent Company audits
Our assessment of audit risk, evaluation of materiality and our determination of performance materiality
sets our audit scope for each company within the Group. Taken together, this enables us to form an
opinion on the consolidated financial statements. This assessment takes into account the size, risk
profile, organisation / distribution and effectiveness of group-wide controls, changes in the business
environment and other factors such as recent internal audit results when assessing the level of work to
be performed at each component.
In assessing the risk of material misstatement to the consolidated financial statements, and to ensure
we had adequate quantitative and qualitative coverage of significant accounts in the consolidated
financial statements, of the 11 reporting components of the group, we identified 1 significant
component.
Full scope audits - Of the 11 components, audits of the complete financial information of 1 component
was undertaken, these entities were selected based upon their size or risk characteristics.
Specific audit and/or analytical procedures have been performed on Eastinco ME Ltd (UK), Eastinco
Limited, Aterian Resources Limited, Kinunga Mining Ltd, Dynasty, Musasa Mining Ltd, Kuaka, Atlantic
Minerals Ltd, Adrar Resources S.A.R.L.A.U, Azru Resources S.A.R.L.A.U as they are not deemed to be
significant components.
The coverage achieved by our audit procedures was:
Number of
components
Revenue
Total assets
Profit before tax
Full scope audit
1
N/A
87%
N/A
Specifical and
analytical procedures
10
N/A
13%
N/A
Total
11
N/A
100%
N/A
The control environment
We evaluated the design and implementation of those internal controls of the Group, including the
Parent Company, which are relevant to our audit, such as those relating to the financial reporting cycle.
Climate-related risks
In planning our audit and gaining an understanding of the Group and Parent Company, we considered
the potential impact of climate-related risks on the business and its financial statements. We obtained
management’s climate-related risk assessment, along with relevant documentation relating to
management’s assessment and held discussions with management to understand their process for
identifying and assessing those risks.
We have agreed with managements’ assessment that climate-related risks are not material to these
financial statements.
Aterian PLC
48
Reporting on 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.
Strategic report and directors report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and their
environment obtained in the course of the audit, we have not identified material misstatements in the
strategic report or the directors’ report.
Directors’ remuneration report
Those aspects of the director’s remuneration report which are required to be audited have been prepared
in accordance with applicable legal requirements.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information about internal control and risk management systems in relation to financial
reporting processes and about share capital structures, given in compliance with rules 7.2.5
and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial
Conduct Authority (the FCA Rules), is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements; and
• information about the Group and Parent Company’s corporate governance code and practices
and about its administrative, management and supervisory bodies and their committees
complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
In the light of the knowledge and understanding of the Group and the Parent Company and their
environment obtained in the course of the audit, we have not identified material misstatements in:
• the information about internal control and risk management systems in relation to financial
reporting processes and about share capital structures, given in compliance with rules 7.2.5
and 7.2.6 of the FCA Rules.
Matters on which we are required to report by exception
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:
• adequate accounting records have not been kept by the parent company, or returns adequate
for our audit have not been received by branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and
returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the part of the directors’ remuneration report to be audited is not in agreement with the
accounting records and returns; or
• we have not received all the information and explanations we require for our audit.
Aterian PLC
49
•
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for
such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the
Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Group or Parent Company or to cease operations, or have no realistic alternative but to do
so.
Auditor 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 aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
A further description of our responsibilities for the financial statements is located on the FRC’s website
at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including
fraud
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.
These audit procedures were designed to provide reasonable assurance that the financial statements
were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error and detecting irregularities that result from fraud
is inherently more difficult than detecting those that result from error, as fraud may involve collusion,
deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-
compliance with laws and regulations is from events and transactions reflected in the financial
statements, the less likely we would become aware of it.
Identifying and assessing potential risks arising from irregularities, including fraud
The extent of the procedures undertaken to identify and assess the risks of material misstatement in
respect of irregularities, including fraud, included the following:
• We considered the nature of the industry and sector the control environment, business
performance including remuneration policies and the Group’s, including the Parent Company’s,
own risk assessment that irregularities might occur as a result of fraud or error. From our sector
experience and through discussion with the directors, we obtained an understanding of the legal
and regulatory frameworks applicable to the Group focusing on laws and regulations that could
reasonably be expected to have a direct material effect on the financial statements, such as
provisions of the Companies Act 2006, UK tax legislation or those that had a fundamental effect
on the operations of the Group.
• We enquired of the directors and management concerning the Group’s and the Parent
Company’s policies and procedures relating to:
- identifying, evaluating and complying with the laws and regulations and whether they
were aware of any instances of non-compliance;
- detecting and responding to the risks of fraud and whether they had any knowledge of
actual or suspected fraud; and
- the internal controls established to mitigate risks related to fraud or non-compliance
with laws and regulations.
Aterian PLC
50
-
• We assessed the susceptibility of the financial statements to material misstatement, including
how fraud might occur by evaluating management’s incentives and opportunities for
manipulation of the financial statements. This included utilising the spectrum of inherent risk and
an evaluation of the risk of management override of controls. We determined that the principal
risks were related to posting inappropriate journal entries to reduce costs, creating fictitious
transactions to minimise financial losses, and management bias in accounting estimates
particularly in determining expected credit losses and impairment of Investments and Goodwill.
Audit response to risks identified
In respect of the above procedures:
• we corroborated the results of our enquiries through our review of the minutes of the Group’s
and the Parent Company’s board meetings, inspection of legal correspondence.
• audit procedures performed by the engagement team in connection with the risks identified
included:
- reviewing financial statement disclosures and testing to supporting documentation to
assess compliance with applicable laws and regulations expected to have a direct
impact on the financial statements.
- testing journal entries, including those processed late for financial statements
preparation, those posted by infrequent or unexpected users, those posted to unusual
account combinations;
- evaluating the business rationale of significant transactions outside the normal course
of business, and reviewing accounting estimates for bias;
- enquiry of management and legal advisors around actual and potential litigation and
claims.
- challenging the assumptions and judgements made by management in its significant
accounting estimates, in particular those relating to the determination of the expected
credit losses, impairment of Investment and Goodwill, fair value of share-based
payments and warrants, accounting treatment of acquisition; and
- obtaining confirmations from third parties to confirm existence of a sample of
balances.
• the Group and the Parent Company operate in a highly regulated industry. As such, the Senior
Statutory Auditor considered the experience and expertise of the engagement team to ensure
that the team had the appropriate competence and capabilities; and
• we communicated relevant laws and regulations and potential fraud risks to all engagement
team members, including experts, and the component auditors and remained alert to any
indications of fraud or non-compliance with laws and regulations throughout the audit.
Other requirements
We were appointed by the Directors on 13 February 2023. The period of total uninterrupted engagement
including previous renewals and reappointments of the firm is 2 years.
We did not provide any non-audit services which are prohibited by the FRC’s Ethical Standard to the
Group or the Parent Company, and we remain independent of the Group and the Parent Company in
conducting our audit.
Use of our report
This report is made solely to the Parent 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 Parent 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 Parent Company and the Parent Company’s members as a body,
for our audit work, for this report, or for the opinions we have formed.
Aterian PLC
51
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR)
4.1.14R, these financial statements form part of the European Single Electronic Format (ESEF) prepared
Annual Financial Report filed on the National Storage Mechanism of the UK FCA in accordance with the
ESEF Regulatory Technical Standard ((‘ESEF RTS’). This auditor’s report provides no assurance over
whether the annual financial report has been prepared using the single electronic format specified in the
ESEF RTS.
Andrew Moyser FCA FCCA
(Senior Statutory Auditor)
for and on behalf of MHA MacIntyre Hudson, Statutory Auditor
London, United Kingdom
28 April 2023
Aterian PLC
52
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 DECEMBER 2022
Group
Notes
Year to
Year to
31-Dec-22
31-Dec-21
£'000
£'000
Revenue
Administrative expenses
4
(996 )
(1,020 )
Impairment losses
5
(3,045 )
Share-based payments and warrant expense
21
(335 )
(267 )
Provision for expected credit losses
(64 )
(4,376 )
(1,351 )
Operating loss
(4,376 )
(1,351 )
Interest payable and similar charges
6
(7 )
(18 )
Loss before tax
(4,383 )
(1,369 )
Tax expense
7
Loss after tax
(4,383 )
(1,369 )
Other comprehensive income:
Items that may be reclassified to profit or
loss
(Loss) / gain on translation of foreign
operations
(50 )
Total comprehensive loss
(4,433 )
(1,341 )
Loss per share
Basic and diluted loss per share (pence)
8
(0.76
(0.31
All activities relate to continuing operations.
The accompanying notes on pages 58 to 89 are an integral part of these financial statements.
Aterian PLC
53
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
Group
Company
Notes
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
£'000
£'000
£'000
£'000
Non-current assets
Investments 9
-
-
3,241
2,261
Goodwill 11
-
-
Exploration and evaluation assets
12
-
-
Trade and other receivables
14
6
-
Amounts owed by group
undertakings
14
-
1,703
Property, plant and equipment 13
6
-
Total non-current assets
3,253
3,964
Current assets
Trade and other receivables 14
266
143
Cash and cash equivalents 15
41
190
Total current assets
307
333
Total assets
3,560
4,297
Equity and liabilities
Share capital 20
9,647
5,671
Share premium 20
2,177
2,144
Share-based compensation reserve 21
2,441
1,615
Interest in shares in EBT 21
(839 )
(395 )
(839)
(395)
Translation reserve
(314 )
(263 )
-
-
Accumulated losses
(10,968 )
(6,629 )
(11,783)
(6,373)
Other reserves
-
58
Merger relief reserve
1,200
1,200
Total equity
2,843
3,920
Current liabilities
Trade and other payables 16
366
219
Deferred consideration
17
200
-
Total current liabilities
566
219
Non-current liabilities
Borrowings 18
151
158
Total non-current liabilities
151
158
Total equity and liabilities
3,560
4,297
*:
Aterian PLC
54
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION (Continued)
AS AT 31 DECEMBER 2022
The Company made a loss of £5,433,000 for the year 2022 (2021 – loss of £1,152,000).
Company number: 07496976
The notes on pages 58 to 89 are an integral part of these financial statements.
Aterian PLC
55
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 DECEMBER 2022
Share
capital
Share
premiu
m
Share-
based
compensati
on reserve
Interest
in
shares
in EBT
Translatio
n reserve
Other
R
eserv
e
Merger
relief
reserv
e
Accumulat
ed losses
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
At 1 January
2021
(133 )
(291 )
(5,326 )
Loss for the year
(1,369 )
(1,369 )
Other
comprehensive
loss
Transactions
with owners:
Transfer from
other reserve to
accumulated
losses
Share based
compensation
(262 )
Issue of new
shares
At 31 December
2021
(395 )
(263 )
(6,629 )
Loss for the year
(4,383 )
(4,383 )
Other
comprehensive
loss
(50 )
(50 )
Transactions
with owners:
Discounting of
loan notes
(36 )
(36 )
Transfer from
other reserve to
accumulated
losses
(44 )
Share based
compensation
(444 )
Issue of new
shares
At 31 December
2022
(839 )
(313 )
(10,968 )
Share based compensation reserve
The entry to the share based compensation reserve in the year is made up of £335,000 which was charged to the
consolidated statement of comprehensive income (note 21) and £491,000 which related to warrants capitalised in connection
with the Altus acquisition (note 10).
Aterian PLC
56
COMPANY STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 DECEMBER 2022
Reserves
Description and purpose
Share capital
Nominal value of the contributions made by shareholders in return for the issue of shares.
Share premium
Amount subscribed for share capital in excess of nominal value.
Share-based compensation reserve
Cumulative fair value of the charge/(credit) in respect of share options granted and
recognised as an expense in the Income Statement.
Translation reserve
The translation reserve comprises translation differences arising from the translation of
financial statements of the Group’s foreign entities into Sterling (£).
Other reserves
The other reserve comprises differences arising from the discounting of loan notes.
Merger relief reserve
The merger relief reserve comprises differences between the fair value and at par value
of shares issued for the acquisition of subsidiary
Interest in shares in Employees Benefit
Trust (EBT)
The Company set up an Employees Benefit Trust on 6 March 2015 (the Equatorial EBT)
for the benefit of its employees. The cost of shares held by the EBT are presented as a
deduction from entity.
Accumulated losses
Accumulated losses represents total losses.
The notes on pages 58 to 89 are an integral part of these financial statements.
Share
capital
Share
premium
Share-based
compensation
reserve
Interest in
shares in
EBT
Other
Reserve
Merger
relief
reserve
Accumulated
losses
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
At 1 January 2021
4,301
2,144
1,348
(133)
80
1,200
(5,221)
3,719
Loss for the year
-
-
-
-
-
-
(1,152)
(1,152)
Transactions with
owners:
Other reserve
movement
-
-
-
-
(22)
-
-
(22)
Share based
compensation
-
-
267
(262)
-
-
-
5
Issue of new shares
1,370
-
-
-
-
-
-
1370
At 31 December 2021
5,671
2,144
1,615
(395)
58
1,200
(6,373)
3,920
Loss for the year
-
-
-
-
-
-
(5,432)
(5,432)
Transactions with
owners:
Discounting of loan
notes
-
-
-
-
(36)
-
-
(36)
Transfer from other
reserve to accumulated
losses
-
-
-
-
(22)
-
22
-
Share based
compensation
-
-
826
(444)
-
-
-
382
Issue of new shares
3,976
33
-
-
-
-
-
4,009
At 31 December 2022
9,647
2,177
2,441
(839)
-
1,200
(11,783)
2,843
Aterian PLC
57
CONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS
YEAR ENDED 31 DECEMBER 2022
Note
Group
Company
31-Dec-22
31-Dec-21
31-Dec-22
31-Dec-21
£’000
£’000
£’000
£’000
Cash flow from operating activities
Loss after tax
(4,383 )
(1,369 )
(5,433)
(1,151)
Adjustments for:
Depreciation
-
-
Share based expense
335
267
Costs not paid cash
50
-
Interest expense
7
18
Inter-company interest income
(264)
(224)
Provisions for expected credit losses
2,444
64
Provision for impairment of investments
9
2,261
Provision for impairment of goodwill
11
-
-
Impairment of property plant and equipment
13
-
-
Foreign exchange gains
(134 )
(28 )
-
-
Operating loss before working capital
changes
(1,058 )
(1,046 )
(600)
(1,027)
Changes in working capital:
(Increase) / decrease in trade & other
receivables
89
381
Increase / (decrease) in trade & other payables
(490 )
117
(294)
Net cash outflows from operating activities
(809 )
(1,199 )
(394)
(940)
Cash flow from investing activities
Purchase of plant and equipment
(10 )
(239 )
(6)
-
Asset acquisition including directly attributable
costs
10
(108 )
(108)
-
Funds advanced to subsidiary
(482)
-
Net cash used in investing activities
(118 )
(239 )
(596)
-
Cash flow from financing activities
Net proceeds from borrowings
18
-
567
Loan received
20
150
-
Cash proceeds from issue of shares
691
520
Net cash flow from financing activities
841
1,086
Net (decrease) / increase in cash & cash
equivalents
(86 )
(149)
141
Cash & cash equivalents at beginning of the
year
190
49
Effect of exchange rate movements on cash
-
-
Cash and cash equivalents at end of the
year
41
190
The notes on pages 58 to 89 are an integral part of these financial statements.
Aterian PLC
58
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
59
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
60
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
61
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
62
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
63
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
64
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
65
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
66
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
67
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
68
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
69
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
70
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
71
-
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
72
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
73
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
74
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
5. Impairment losses
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are
undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests
whenever events or changes in circumstances indicate that their carrying amount may not be
recoverable. As more fully described in Notes 11 and 13, the Group has made provisions to fully impair
the carrying value of goodwill and property, plant and assets related to the Group’s Musasa Project as
follows:
2022
2021
£’000
£’000
Impairment of goodwill (Note11)
2,168
-
Impairment of property, plant and equipment (Note
13)
877
-
3,045
Aterian PLC
75
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
76
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
77
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
78
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
79
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
80
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
81
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
82
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
83
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
84
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
85
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
86
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
87
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2021
Aterian PLC
88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022
Aterian PLC
89
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED 31 DECEMBER 2022