VVV Resources Limited: Audited Annual Report to 31 December 2022

VVV Resources Limited (VVV) VVV Resources Limited: Audited Annual Report to 31 December 2022 07-Jul-2023 / 17:09 GMT/BST VVV Resources Limited (The “Company” or “VVV”) Audited Annual Report and Financial Statements for the year ended 31 December 2022 Chairman’s Report (Incorporating the strategic review) VVV Resources Limited, formerly Veni Vidi Vici Limited (“The Company”), are pleased to take this opportunity to reflect on the period from January 1st to December 31st, 2022. OPERATIONS REVIEW This past year has been a period of global uncertainty, volatility, and subsequent conflict. While the problems associated with the devastating COVID-19 pandemic reduced significantly, they were replaced by new challenges created by the conflict between Russia and Ukraine and the subsequent impacts on global security, rampant inflation, energy scarcity and fears of global food shortages. The COVID-19 pandemic had resulted in negativity with metal prices and corporate market sentiment; however, a reversal of these trends is becoming apparent, certainly with metal prices but perhaps less rapid with the latter. However, during the reporting period, we were successful in raising proceeds amounting to £291,000 from private individuals. The Company’s only current investment is a 51% holding of a privately held project in remote Western Australia. This project, known as Shangri La, comprises 10 contiguous hectares of what appears to be a polymetallic mineral assemblage comprising gold, silver, and copper. On the 24 March 2022, the Company signed a conditional ‘Share Purchase Agreement’ (“SPA”) with Cass Fze and Stella Investments Limited, both incorporated in the UAE, to acquire 100% of the share capital of Anthony Vartkes Resources Limited, incorporated in the BVI. This overly complicated arrangement, on completion, would give the Company a 100% interest in a copper project known as Mitterberg, located in Austria, and the remaining 49% interest in the Shangri La project in Western Australia. However, conditions precedent of the SPA have not been met by the venders and therefore, as per the agreement, the SPA has not been completed and arguably no longer relevant to the Company. Due to personal circumstances, three key Directors of the Company resigned during 2022 and were replaced by Malcolm Macleod and Jim Williams in September and October respectively to compliment Mahesh Pulandaran. To satisfy corporate governance, the Board of the Company currently comprises two non-executives and one executive director. FINANCE REVIEW The loss for the period to 31 December 2022 amounted to £156,000 (2021: loss of £431,000) which mainly related to regulatory costs and other corporate overheads. The total revenue for the period was £Nil (2021: £Nil).  As at 31 December 2022, the Company had cash balances of £208,000 (2021: £87,000). The Company does not recommend the payment of a dividend in the current year, same as the prior year. No dividends have been paid or proposed in either year. OUTLOOK Going forward, the Company is reviewing various mineral projects in several favourable jurisdictions with a view to increasing investor attraction, and to increase both the market capitalisation and liquidity. We would like to thank all our shareholders for their continued support and look forward to updating you on further news in due course. Eur. Ing. Jim Williams, MSc, D.I.C., CEng, CGeol, FIMMM Executive Chairman 7 July 2023 The Company Mahesh S/o Pulandaran (Non-Executive Director) Jim Williams (Chairman) + 65 6438 8995 + 44 7774 274 836 AQSE Growth Market Corporate Adviser: Peterhouse Capital Limited Guy Miller/Mark Anwyl [phone] Material uncertainty related to going concern We draw attention to the Going Concern section of Note 1 “General Information” in the financial statements which indicates that the Directors have prepared cashflow forecasts which show that, in order for the Company to continue to discharge its liabilities as they fall due and to continue with its planned exploration expenditure, additional cash will be required.  As stated in Note 1, these events or conditions, along with the other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.  Our opinion is not modified in respect of this matter. Financial statements Statement of profit or loss and other comprehensive income for the year ended to 31 December 2022 __________________________________________________________________________________________ Year ended 31 December 2022 Year ended 31 December 2021 Note £’000 £’000 Revenue 4 Investment income - - Total revenue - Administration expenses (139) (431) Loss allowance for loan (17) - Operating loss 5 (156) (431) Finance costs - - Loss before taxation (156) (431) Taxation 8 - - Loss for the period attributable to equity holders of the company (156) (431) Other comprehensive income Translation exchange (loss)/gain - - Other comprehensive income for the period net of taxation - - Total comprehensive income for the period attributable to equity holders of the company (156) (431) Loss per share Basic and diluted (pence) 9 (7.46) (22.87) The accompanying accounting policies and notes form part of these financial statements. Statement of financial position as at 31 December 2022 __________________________________________________________________________________________ 31 December 31 December 2022 2021 Note £’000 £’000 Non-current assets Investments accounted for using the equity method 10 136 136 Current assets Trade and other receivables 11 23 22 Cash and cash equivalents 208 87 231 109 Total assets 367 245 Current liabilities Trade and other payables 12 (83) (97) (83) (97) Net current assets 148 12 Net assets 284 148 Equity Share capital 13 - - Share premium 13 1,154 863 Share based payment reserve 26 26 Retained earnings (896) (741) Total equity 284 148 The financial statements of VVV Resources Limited (formerly Veni Vidi Vici Ltd) (registered number 196048) were approved by the Board of Directors and authorised for issue on 7 July 2023 and were signed on its behalf by: Mahesh Pulandaran  Director  The accompanying accounting policies and notes form part of these financial statements. Statement of changes in equity for the year ended 31 December 2022 __________________________________________________________________________________________ Share capital Share premium Share based payment reserve Retained earnings Total £’000 £’000 £’000 £’000 £’000 At 31 December 2020 - 643 26 (310) 359 Loss for the period - - - (431) (431) Total Comprehensive Income - - - (431) (431) Issue of share capital - 220 - - 220 Share based payments - - - - - Total contributions by and distributions to owners of the Company - 220 - - 220 At 31 December 2021 - 863 26 (741)) 148 Loss for the period - - - (156) (156) Total Comprehensive Income (156) (156) Issue of share capital - 291 - - 291 Total contributions by and distributions to owners of the Company - 291 - - 291 At 31 December 2022 - 1,154 26 (896) 284 The accompanying accounting policies and notes form part of these financial statements.   Statement of cash flows for the year ended to 31 December 2022 __________________________________________________________________________________________ Year ended Year ended 31 Dec 2022 31 Dec 2021 £’000 £’000 Cash flows from operating activities Operating loss (156) (431) Share based payment charge - - Issue of shares to settle liabilities - - (Increase) in trade and other receivables (1) (4) Increase/(decrease) in trade and other payables (13) 30 Net cash outflow in operating activities (170) (405) Financing activities Issue of share capital 291 220 Issue costs - - Net cash inflow/(outflow) from financing activities 291 220 Net decrease in cash and cash equivalents 121 (185) Cash and cash equivalents at beginning of period 87 272 Cash and cash equivalents at end of period 208 87 The accompanying accounting policies and notes form part of these financial statements.   Notes to the financial statements __________________________________________________________________________________________ 1 General information VVV Resources Limited (formerly Veni Vidi Vici Ltd) is a company incorporated on 14 November 2017 in the British Virgin Islands (“BVI”) under the BVI Business Companies Act, 2004 (as amended).  The address of its registered office is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The Company's ordinary shares are traded on the AQSE Growth Market as operated by Aquis Stock Exchange (“AQSE”).  The Company’s registered number is 1960948 and its place of business is 65 Chulia Steet, OCBC Centre #42-06, Singapore 049513. Its principal activity is that of an investment vehicle to identify investment opportunities and acquisitions in companies in the Precious Metals and Base Metals sectors. The financial statements of VVV Resources Limited (formerly Veni Vidi Vici Ltd) for the year ended 31 December 2022 were authorised for issue by the Board on 7 July 2023 and the statements of financial position signed on the Board's behalf by Mahesh Pulandaran. Investing policy The investment strategy of the Company is to provide Shareholders with an attractive total return achieved primarily through capital appreciation. The Directors believe that there are numerous investment opportunities within both private and public businesses in the Base Metals and Precious Metals sector in North America and Australia. The Board, through its extensive network of contacts, has identified a number of potentially interesting investment opportunities, although formal discussions in respect of any of these opportunities have not yet commenced. The Company is likely to be an active investor and acquire control of certain target companies although it may also consider acquiring non-controlling shareholdings. The proposed investments to be made by the Company may be in either quoted or unquoted securities and made by direct acquisition of an interest in companies, partnerships or joint ventures, or direct interests in projects and can be at any stage of development. Accordingly, the Company’s equity interest in a proposed investment may range from a minority position to 100 per cent. ownership and a controlling interest. If the Company takes a controlling stake, the acquisition could trigger a Reverse Takeover under Rule 57 of the AQSE Exchange Rules. The Directors intend to acquire one or more investments in quoted or unquoted businesses or companies (in whole or in part) thereby creating a platform for further investments. The Company may need to raise additional funds for these purposes and may use both debt and/or equity. The Directors and the Technical Adviser believe that their broad, collective experience, together with their extensive network of contacts, will assist them in identifying, evaluating and funding suitable investment opportunities. External advisers and investment professionals, over and above the Technical Adviser, will be engaged as necessary to assist with sourcing and due diligence of prospective opportunities. The Directors will also consider appointing additional directors with relevant experience if the need arises. It is anticipated that returns to Shareholders will be delivered primarily through an appreciation in the price of the Ordinary Shares rather than capital distribution via regular dividends. In addition, there may be opportunities to spin out businesses in the form of distributions to Shareholders or make trade sales of business divisions and therefore contemplate returns via special dividends. Given the nature of the investment strategy, the Company does not intend to make additional regular and periodic disclosures or calculations of net asset value outside of the requirements for a AQSE Growth Market traded company. It is anticipated that the Company will hold investments for the medium to long term, although where opportunities exist for shorter term investments, the Company may undertake such investments. Notes to the financial statements (continued) __________________________________________________________________________________________ Investing policy (continued) In compliance with Rule 51 of the AQSE Exchange Rules, if the Company (as an Investment Vehicle) has not substantially implemented its investing policy after the period of one year following Admission, it will seek Shareholder approval in respect of the subsequent year for the further pursuit of its investment strategy. Pursuant to Rule 52 of the AQSE Exchange Rules, the Company (as an Investment Vehicle), is required to substantially implement its investment strategy within a period of two years following Admission. In the event that the Company has not undertaken a transaction constituting a Reverse Takeover under Rule 57 of the AQSE Exchange Rules, or if it has otherwise failed to substantially implement its investment strategy within such two year period, AQSE Exchange will suspend trading of the Company’s Issued Share Capital in accordance with Rule 78 of the AQSE Exchange Rules. If suspension occurs, the Directors will consider returning the Company’s cash to Shareholders after deducting all related expenses. The Directors intend to review the investment strategy on an annual basis and, subject to their review and in the absence of unforeseen circumstances, the Directors intends to adhere to the investment strategy. Changes to the investment strategy may be prompted, inter alia, by changes in government policies or economic conditions which alter or introduce additional investment opportunities. It is the intention of the Directors to invest the Company’s cash resources, as far as practicable, in accordance with the investment strategy. However, due to market and other investment considerations, it may take some time before the cash resources of the Company are fully invested. It is intended that the funds initially available to the Company will be used to meet general working capital requirements, to undertake due diligence on potential target acquisitions and to make investments in accordance with the investment guidelines described above. Statement of compliance with IFRS The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and as applied in accordance with the provisions of the BVI Business Companies Act, 2004 (as amended). The principal accounting policies adopted by the Company are set out below. Basis of preparation The financial statements have been prepared on the historical cost basis, except for the measurement to fair value of assets and financial instruments as described in the accounting policies below, and on a going concern basis. The financial report is presented in Pound Sterling (£) and all values are rounded to the nearest thousand pounds (£‘000) unless otherwise stated. Notes to the financial statements (continued) __________________________________________________________________________________________ New standards, amendments and interpretations adopted by the Company During the financial year, the Company has adopted the following new IFRSs (including amendments thereto) and IFRIC interpretations that became effective for the first time. Standard Effective date, annual period beginning on or after Applying IFRS 9 ‘Financial Instruments’ with IFRS 4 ‘Insurance Contracts’ (Amendments to IFRS 4) 1 January 2018 Covid-19 Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16) 1 April 2021 Reference to the Conceptual Framework (Amendments to IFRS 3) 1 January 2022 Property, Plant and Equipment – Proceeds before Intended Use (Amendments to IAS 16) 1 January 2022 Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) 1 January 2022 Annual Improvements to IFRS Standards 2018-2020 1 January 2022 Their adoption has not had any material impact on the disclosures or amounts reported in the financial statements. Standards issued but not yet effective: At the date of authorisation of these financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by IASB.  None of these Standards or amendments to existing Standards have been adopted early by the Company. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement.  New Standards, amendments and Interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Company’s financial statements. Standard Effective date, annual period beginning on or after Amendments to IFRS 8 Accounting Policies, Changes in Accounting Estimates and Errors 1 January 2023 Amendments to IFRS 17 Insurance Contracts (Amendments to IFRS 17 Insurance Contracts and IFRS 4 Insurance Contracts) 1 January 2023 Classification of Liabilities as Current or Non-Current: Amendments to IAS 1 Presentation of Financial Statements 1 January 2023 Amendments to IFRS 16 Leases 1 January 2024 The adoption of these standards is not expected to have any material impact on the financial statements of the Company. Going Concern The Directors noted the losses that the Company has made for the period ended 31 December 2022.  The Directors have prepared cash flow forecasts extending to 31 December 2024 which show that, in order for the company to continue to discharge its liabilities as they fall due and to continue with its planned exploration expenditure, additional cash will be required. Notes to the financial statements (continued) _________________________________________________________________________________________ The Directors are in discussions with potential investors and are confident that they will be successful in raising the necessary additional funds. The ability to successfully raise additional finance is subject to uncertainty.  However, the Directors believe this uncertainty will be successfully resolved and the company will raise sufficient cash to enable the Company to continue in operational existence for the foreseeable future.  They have, therefore, prepared the financial statements on a going concern basis. The financial statements do not reflect any adjustments that would be required to be made if they were prepared on a basis other than the going concern basis. 2 Significant accounting policies Finance costs / investment revenue   Borrowing costs are recognised as an expense when incurred.   Investment revenue is recognised as the Company becomes entitled to such revenue.  Dividends are accounted for on receipt thereof. Share capital Financial instruments issued by the Company are treated as equity only to the extent that they do not meet the definition of a financial liability.  The Company’s ordinary shares are classified as equity instruments. Share-based payments Where equity settled share options are awarded to directors, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period.  Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Fair value measurement IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the Company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the Company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards. The company has no assets or liabilities at fair value     Financial instruments Financial investments Non-derivative financial assets comprising the Company’s strategic financial investments in entities not qualifying as subsidiaries, associates or jointly controlled entities.  These assets are classified as financial assets at fair value through profit or loss. They are carried at fair value with changes in fair value recognised through the income statement.  Where there is a significant or prolonged decline in the fair value of a financial investment (which constitutes objective evidence of impairment), the full amount of the impairment is recognised in the income statement.  The company has no assets or liabilities at fair value.     Notes to the financial statements (continued) __________________________________________________________________________________ Trade and other receivables Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Trade and other receivables are accounted for at original invoice amount less any provisions for doubtful debts.  Provisions are made where there is evidence of a risk of non-payment, taking into account the age of the debt, historical experience and general economic conditions.  If a trade debt is determined to be uncollectable, it is written off, firstly against any provisions already held and then to the statement of comprehensive income.  Subsequent recoveries of amounts previously provided for are credited to the statement of profit or loss and other income. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss in accordance with the expected credit loss model under IFRS 9. For trade and other receivables which do not contain a significant financing component, the Company applies the simplified approach. This approach requires the allowance for expected credit losses to be recognised at an amount equal to lifetime expected credit losses. For other debt financial assets the Company applies the general approach to providing for expected credit losses as prescribed by IFRS 9, which permits for the recognition of an allowance for the estimated expected loss resulting from default in the subsequent 12-month period. Exposure to credit loss is monitored on a continual basis and, where material, the allowance for expected credit losses is adjusted to reflect the risk of default during the lifetime of the financial asset should a significant change in credit risk be identified. The majority of the Company's financial assets are expected to have a low risk of default. A review of the historical occurrence of credit losses indicates that credit losses are insignificant due to the size of the Company's clients and the nature of its activities. The outlook for the natural resources industry is not expected to result in a significant change in the Company's exposure to credit losses. As lifetime expected credit losses are not expected to be significant the Company has opted not to adopt the practical expedient available under IFRS 9 to utilise a provision matrix for the recognition of lifetime expected credit losses on trade receivables. Allowances are calculated on a case-by-case basis based on the credit risk applicable to individual counterparties. Trade and other payables Trade and other payables are held at amortised cost which equates to nominal value. Cash and cash equivalents Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions and liquid investments generally with maturities of 3 months or less.  They are readily convertible into known amounts of cash and have an insignificant risk of changes in values.     Investment in joint venture   A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity that is subject to joint control; that is when the strategic financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. These financial statements include the Company’s share of the total recognised gains and losses of joint ventures using the equity method, from the date that significant influence or joint control commences to the date that it ceases, based on present ownership interests and excluding the possible exercise of potential voting rights, less any impairment losses. When the Company’s interest in a joint venture has been reduced to nil because the Company’s share of losses exceeds its interest in the joint venture, the Company only provides for additional losses to the extent that it has incurred legal or constructive obligations to fund such losses, or where the Company has made payments on behalf of the joint venture. Where the disposal of an investment in a joint venture is considered to be highly probable, the investment ceases to be equity accounted and, instead, is classified as held for sale and stated at the lower of carrying amount and fair value less costs to sell.     Reversals of impairment losses are recognised in the income statement. Notes to the financial statements (continued) ___________________________________________________________________________________ Impairment of non-current assets The carrying values of all non-current assets are reviewed for impairment when there is an indication that the assets might be impaired.  Any provision for impairment is charged to the statement of comprehensive income in the year concerned. Impairment losses on other non-current assets are only reversed if there has been a change in estimates used to determine recoverable amounts and only to the extent that the revised recoverable amounts do not exceed the carrying values that would have existed, net of depreciation or amortisation, had no impairments been recognised. Taxation BVI Business Companies are exempt from the BVI income tax, from tax on dividends, interest, royalties, compensations and other amounts paid by a company, also they are exempt from all the capital gains, estate, inheritance, succession or gift tax with respect to any shares, debt obligations or other securities of the BVI International Business Companies.  The companies are exempt from any kind of stamp duties relating in any way to its assets or activities, with an exception for land-ownership transactions in the BVI: in that case stamp duty remains payable. Provisions Provisions are recognised when the Company has a present obligation as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.  The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Foreign currency translation Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction.  Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the end of the reporting period.  All differences are taken to the statement of profit or loss and other comprehensive income.         3 Critical accounting judgements and key sources of estimation uncertainty The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.  The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.  The estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods. Significant estimates and assumptions that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities at 31 December 2022 are set out below: Notes to the financial statements (continued) __________________________________________________________________________________________ Carrying value of the investment in Joint Venture Management have reviewed the carrying value of the investment for signs of impairment. Largely due to the COVID pandemic limited activity commenced in early 2021 which was sufficient to meet the minimum licence spend of an average of $2,000 per year over the licence period. The licence expired in August 2021 and the Company, together with its joint venture partner renewed it for a further four years.  Management acknowledge that the carrying value of the investment which is based on its initial cost is based on judgement.  Therefore an annual impairment review is carried out each year end by the Directors and due to this uncertainty they approved at 31 December 2021 year end for a valuation to be carried out by a third party expert for the purposes of the audit.  Accordingly, the directors have concluded that no impairment is required as at 31 December 2022 having given approval for one of the Company’s suitably qualified and experienced directors to perform an internal valuation and impairment review based on the prior year’s external valuation. Valuation of share-based payments to employees The Company estimates the expected value of share-based payments to employees and this is charged through the income statement over the vesting period.  The fair value is estimated using the Black Scholes valuation model which requires a number of assumptions to be made such as level of share vesting, time of exercise, expected length of service and employee turnover and share price volatility.  This method of estimating the value of share-based payments is intended to ensure that the actual value transferred to employees is provided for by the time such payments are made. 4 Segmental information An operating segment is a distinguishable component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Company’s chief operating decision maker to make decisions about the allocation of resources and assessment of performance and about which discrete financial information is available. The chief operating decision maker has defined that the Company’s only reportable operating segments during the period is that of investment within the Precious and Base Metals Sector. Subject to further acquisitions the Company expects to further review its segmental information during the forthcoming financial period. The Company has not generated any revenues from external customers during the reported period. In respect of the total assets of £383,000 (2021: £245,000), all arise in the company and within the Investment sector noted above. 5 Operating loss Period to 31 Period to 31 Dec 2022 Dec 2021 £’000 £’000 Operating loss is stated after charging: Directors’ remuneration 42 266 Audit fees 21 21           Notes to the financial statements (continued) __________________________________________________________________________________________ 6 Auditor’s remuneration 2022 2021 £’000 £’000 Fees payable to the company’s auditors for the audit of the company’s annual accounts 12 12 Fees payable to the company’s auditors for bookkeeping services 9 9 7 Directors’ remuneration 2022 2021 £’000 £’000 Remuneration 42 266 Fees and Share based salaries payments Total 2022 £’000 £’000 £’000 M Pulandaran 18 - 18 D Rigoll (2) 16 - 16 J Williams (4) 5 - 5 M Macleod (5) 3 - 3 42 - 42 Fees and Share based salaries payments Total 2021 £’000 £’000 £’000 M Pulandaran 18 - 18 L Kemp (1) 60 - 60 D Rigoll (2)            183                 - 183 S Clarke (3) 5 - 5 266 - 266 Directors’ fees totalling £66,000 have been accrued as at 31 December 2022 (2021: £66,000) and those due to S Clarke in the year amounting to £Nil (2021: £5,000) were paid to Taisen (Hong Kong) Limited as detailed in Note 16 Related party transactions.  Remuneration for the highest paid director shown above related to director’s fees for consultancy and professional fees. Directors have no pension benefits accruing at either year end. Lester Kemp appointed 20 June 2021, resigned 19 July 2022 David Rigoll appointed 10 March 2021, resigned 11 October 2022 Simon Clarke appointed 20 June 2021, resigned 19 July 2022 Jim Williams appointed 17 October 2022 Malcolm Macleod appointed 30 September 2022 The Company has no other directly employed personnel. 8 Taxation Year ended Year to 31 31 Dec 2022 Dec 2021 £’000 £’000 Total current tax - - The standard rate applicable in the BVI is 0% (2021: 0%) for the reasons set out in the following reconciliation: 2022 2021 £’000 £’000 Loss on ordinary activities before tax (156) (431) Tax thereon at rates above - - Current tax for the period                      No deferred tax asset or liability has been recognised as the tax rate applicable in BVI is 0%. Notes to the financial statements (continued) __________________________________________________________________________________________ 9 Loss per share 2022 2021 The calculation of loss per share is based on the loss after taxation divided by the weighted average number of shares in issue during the period: £’000 £’000 Net loss after taxation (156) (431) Number of shares Weighted average number of ordinary shares for the purposes of basic loss per share                    2,089,400 1,884,167 Basic and diluted loss per share (expressed in pence) (7.46) (22.87) As inclusion of the potential ordinary shares would result in a decrease in the earnings per share, they are considered to be anti-dilutive, as such, a diluted earnings per share is not included. 10 Investments in associates and joint ventures 31 December 31 December 2022 2021 £’000 £’000 Opening balance 136 136 Purchased during the period - - Impairment - - At 31 December – carrying value 136 136 On 10 December 2018, the Company completed the Sale and Purchase Agreement with Goldfields Consolidated Pty Ltd for a 51 % beneficial interest in the Shangri La gold, copper and silver project in, Western Australia for AUD $220,000 consideration. The consideration payable for the Tenement Interest is AUD $220,000 (the "Purchase Price"), satisfied by AUD $20,000 paid by the Company to Goldfields in cash and the issuance of 190,000 ordinary fully paid shares in the capital of the Company. VVV and Goldfields have also entered into a joint venture agreement ("JVA") under which VVV will be responsible for an initial expenditure fee of AUD $300,000 over three years from the commencement of the JVA. The JV is controlled jointly but Goldfields, as local partner, and is entitled to a 10% management fee of expenses incurred by the JV for services connected with the day-to-day management of the JV. As at 31 December 2022, there has been no activity within the JV, and no profit or loss attributable to the Company. 11 Trade and other receivables 31 December 2022 31 December 2021 £’000 £’000 Current trade and other payables Prepayments 23 22 Other receivables 17 - Loss allowance on loan    (17) - Total 23 22 Notes to the financial statements (continued) __________________________________________________________________________________________ 11 Trade and other receivables (continued) Other receivables relate to a €20,000 (£17,000) loan as a result of the conditional SPA with Cass Fze and Stella Investments Limited (as mentioned in the Chairman’s Report on Page 3).  The terms of the agreement were not met by the longstop date of 30 August 2022 resulting in the loan becoming repayable.  There is uncertainty about the recoverability of the loan and as such a loss allowance for it has been made in the year. The fair value of these financial assets is not individually determined as the carrying amount is a reasonable approximation of fair value. 12 Trade and other payables 31 December 31 December 2022 2021 £’000 £’000 Current trade and other payables Trade creditors 1 - Accruals 82 97 Total 83 97 The fair value of trade and other payables has not been disclosed as, due to their short duration, management considers the carrying amounts recognised in the balance sheet to be a reasonable approximation of their fair value. 13 Share capital Number Ordinary Deferred of shares share share capital capital £000 £000 Allotted, issued and fully paid At 31 December 2020 1,760,003 - 643 Issue of new ordinary shares on 19 March 2021 Issue of new ordinary shares on 19 March 2021          100,000          340,000   -                          -                   50                   170 At 31 December 2021 2,220,003 - 863 Issue of new ordinary shares on 26 October 2022 300,000 - 60 Issue of new ordinary shares on 31 October 2022 75,000 - 15 Issue of new ordinary shares on 9 November 2022 235,000 - 47 Issue of new ordinary shares on 9 November 2022 595,000 - 119 Issue of new ordinary shares on 25 November 2022 125,000 - 25 Issue of new ordinary shares on 8 December 2022 125,000 - 25 At 31 December 2022 3,655,003 - 1,154 During the year, 1,455,000 shares were issued at £0.20 for £291,000 (2021: 440,000 shares at £0.50 for £220,000) to improve cashflow. Notes to the financial statements (continued) __________________________________________________________________________________________ Warrants in issue As at 31 December 2022, 494,750 warrants remain outstanding. 363,750 warrants were issued during the year (2021: 100,000), and no warrants were exercised, or lapsed during either period end.  All of the warrants in issue and outstanding are exercisable at 50p per share, 30,400 for a period up 48 months and the remaining 463,750 up to 24 months; the first 30,400 lapse on 2 August 2023. Share Options   The Company has as at 31 December 2022, 245,000 share options in issue and outstanding. During the year no options were issued (2021: Nil), no options were exercised, cancelled, or lapsed.                 14 Share based payments Share Options The Company operates share option schemes for certain employees (including directors).  Options are exercisable at the option price agreed at the date of grant.  The options are settled in equity once exercised.  The expected life of the options is 5 years.  All options issued in the period to 31 December 2022 vested immediately, with no vesting requirements.   Details of the number of share options and the Weighted Average Exercise Price (WAEP) outstanding during the period are as follows: 31 December 2022 31 December 2021 Number WAEP Number WAEP GBP GBP Outstanding at the beginning of the period 245,000 0.53 245,000 0.53 Granted - - - - Exercised - - - - Outstanding at the end of the year 245,000 0.53 245,000 0.53 Exercisable at year end 245,000 245,000 The share options outstanding at the end of the period have a weighted average remaining contractual life of 1.86 years and have the following exercise prices and fair values at the date of grant: First exercise date (when vesting conditions are met) Grant date Exercise price Fair value 31 December 2022 31 December 2021 £ £ Number Number 2 August 2018 2 August 2018 0.50 0.3305 75,000 75,000 4 June 2020 4 June 2020 0.55 0.0038 170,000 170,000 245,000 245,000 At 31 December 2022 245,000 options were exercisable (2021: 245,000). 14 Share based payments (continued) For those options and warrants granted where IFRS 2 "Share-Based Payment" is applicable, the fair values were calculated using the Black-Scholes model.  The inputs into the model for the current and prior year were as follows: Risk free rate Share price volatility Expected life Share price at date of grant 2 August 2018 1.00% 84% 60 months £0.50 4 June 2020 0.63% 84% 60 months £0.60 Expected volatility was determined by calculating the historical volatility of similar listed companies share prices for 12 months prior to the date of grant.  The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. 15 Financial instruments The Company’s financial instruments comprise cash at bank and payables which arise in the normal course of business.  It is, and has been throughout the period under review, the Company’s policy that no speculative trading in financial instruments shall be undertaken.  The Company has been solely equity funded during the period.  As a result, the main risk arising from the Company’s financial instruments is currency risk. Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 of the accounts. 2022 2021 £’000 £’000 Financial assets (current) Cash and cash equivalents 208 87 Financial liabilities (current) Trade payables and accruals 83 97             Cash and cash equivalents and trade payables and accruals shown above are at their carrying amount which equates to their fair value for both period ends. Notes to the financial statements (continued) __________________________________________________________________________________________ 16 Related party transactions During the period, the following related party transactions took place, £18,000 (2021: £18,000) was paid to CorPa Asia Advisory Pte Limited (“CorPa”) for director’s fees.  The Company’s Director Mahesh Pulandaran is an employee of CorPa.  Also, during the period, £Nil (2021: £5,000) was paid to Taisen (Hong Kong) Limited in relation to director’s fees for Simon Clarke, the non-executive director appointed on 20 June 2021 and resigned 11 October 2022.  Malcolm Macleod holds 20,000 shares in the Company and his wife, Leoni Macleod, holds 2,000 shares, Malcolm was appointed director in the Company on 30 September 2022 and received director’s fees of £3,000 in the period since appointment. Remuneration of Key Management Personnel The remuneration of the Directors and other key management personnel of the Company are set out below in aggregate for each of the categories specified in IAS24 Related party Disclosures. 2022 2021 £’000 £’000 Short-term employee benefits 42 266 Share-based payments - - 42 266 The SPA of March 2022, directly ties in, obtaining the remaining 49% of the Shangri La Project (held under licence by Goldfields Consolidated Pty Ltd and administered by Sorrento Resources Pty Limited with one common sole director, Thomas Reddicliffe) with 100% of the Austrian Mitterberg Project.  One of the SPA agreement signatories, namely Ventataraman Shridar Maharajapuram representing Anthony Vartkes Exploration is also a registered director and officer (elected 7 August 2017) of Battle Mountain Pty Limited, a substantial shareholder of the Company, owning 15% (2021: 25%) of the issued share capital. Michael Shmazian assisted in fund raisings and in an advisory role to the Company during the year, post year end accepted payments for doing so which have subsequently been reimbursed; he holds 4,000 shares, under his name, in a nominee account and Exchange Minerals Ltd holds 25,000 share options in the Company. Michael Shmazian is a director in Exchange Minerals Ltd.  Sorrento Resources Pty Limited is a related party as it administers Goldfields Consolidated Pty Ltd which wholly owned the Shangri La licence and currently owns 49% with the Company owing the remaining 51%.  Sorrento Resources Pty Limited own 5% (2021: 9%) of the Company’s issued share capital. 17 Principal risks and uncertainties Interest rate risk and liquidity risk The Company is funded by equity, maintaining all its funds in bank accounts.  The Company’s policy throughout the period has been to minimise the risk of placing available funds on short term deposit.  The short-term deposits are placed with banks for periods up to 1 month according to funding requirements.  The Company had no undrawn committed borrowing facilities at any time during the period. Currency risk The Company is directly exposed to currency risk of its investments, as they are based in Australia, and exposed to movement against the Australian Dollar as their assets, liabilities, revenue and expenditure are denominated therein.  The company is denominated in pound sterling. Notes to the financial statements (continued) ____________________________________________________________________________________ Market risk The company is not currently exposed directly to market risk in relation to its investments, as these are not currently listed on any stock market anywhere in the world. Fair values Cash and cash equivalents (which are presented as a single class of assets on the face of the balance sheet) comprise cash held by the company with an original maturity of three months or less.  The carrying amount of these assets approximates their fair value. The directors consider there to be no material difference between the book value of financial instruments and their values at the balance sheet date. Risk management framework The Company’s board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits.  Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.  The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. Cost may be an appropriate estimation of fair value at the measurement date only in limited circumstances, such as for a pre-revenue entity when there is no catalyst for change in fair value, or the transaction date is relatively close to the measurement date. Other indicators include insufficient recent information, wide range of possible fair values and cost represents the best estimate. 18 Capital Commitments & Contingent Liabilities There are no non-cancellable capital commitments as at the balance sheet date. The Company has no contingent liabilities at the balance sheet date. 19 Ultimate control The Company has no individual controlling party.           20 Events after the end of reporting period On 18 January 2023, VVV Resources Australia Pty Ltd was registered under the Corporations Act 2001 in Western Australia, it’s Company Number is 665 095 876 and is a proprietary company limited by shares and wholly owned by VVV Resources Limited, which holds 120 fully paid shares of AUD $1.00 each.  It has a sole director, Malcolm Macleod who is also a director in VVV Resources Limited. On 14 June 2023, the Company announced changes to the board of directors whereby with immediate effect, J Williams became Executive Chairman and M Macleod and M S/o Pulandaran, Non-Executive Directors. Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

ISIN:	VGG9470B1004
Category Code:	MSCM
TIDM:	VVV
LEI Code:	213800OEUSH43X859D83
Sequence No.:	256353
EQS News ID:	1675609

End of Announcement	EQS News Service