STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2022

CASH FLOW STATEMENTS YEAR ENDED 31 DECEMBER 2022

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

1.         ACCOUNTING POLICIES

Basis of preparation

Tiger Royalties and Investments Plc ("Tiger" or the "Company") is a public investment company limited by shares incorporated and domiciled in England and Wales. The principal activities are discussed in the Strategic Report and the address of the registered office is included on page 1 of the annual report. The functional currency for the Company is Sterling as that is the currency of the primary economic market in which the Company operates. The financial statements have been prepared under the historical cost convention except for the measurement of certain non-current asset investments at fair value. The measurement bases and principal accounting policies of the Company are set out below. The financial statements have been prepared using International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the United Kingdom.

New and amended IFRS Standards that are effective for the current year

A number of new standards and interpretations have been adopted by the Company for the first time in line with their mandatory adoption dates, but none are applicable to the Company and hence there would be no impact on the financial statements.

New and revised IFRS Standards in issue but not yet effective

At the date of approval of these financial statements, the Company has not applied the following new and revised IFRS Standards that have been issued but are not yet effective:

The directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Company in future periods.

Going concern

The operations of the Company have been financed mainly through operating cash flows.  As at 31 December 2022, the Company held cash balances of £150,631 (2021: £34,394) and an operating loss has been reported. Historically, the Company has generated cash flow from the sale of investments in quoted natural resource companies. 

Cash and cash equivalents were £150.631 (2021:34,394) as at 31 December 2022 and the Company held investment in financial investments at 31 December 2022 of £507,510. Although an operating loss is not expected in the year subsequent to the date of these accounts, it is possible, as a result of volatile markets, that the Company may need to raise funding to provide additional working capital to finance its ongoing activities. The management team has successfully raised funding for similar projects and companies in the past, however there is no guarantee that adequate funds will be available when needed in the future. 

Based on its current reserves and the Board's assessment that the Company should be able to raise additional funds, as and when required to meet its working capital requirements, the Board have concluded that they have a reasonable expectation that the Company can continue in operational existence for the foreseeable future. In addition, the Board confirms that Directors fees will continue to accrue or be paid in shares (subject to AIM rules and other regulatory issues) until the Company undertakes either a fundraise and has sufficient excess working capital to settle such fees, or is involved in a significant transaction which would significantly uplift the prospects for the Company. For these reasons the financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business. 

There is a material uncertainty relating to the conditions above that may cast significant doubt on the Company's ability to continue as a going concern and therefore the Company may be unable to realise its assets and discharge its liabilities in the normal course of business.

This financial report does not include any adjustments relating to the recoverability and classification of recorded assets amounts or liabilities that might be necessary should the entity not continue as a going concern.

Valuation of available-for-sale Investments and adoption of IFRS9

Available-for-sale investments under both IFRS9 and IAS39 are initially measured at fair value plus incidental acquisition costs. Subsequently, they are measured at fair value in accordance with IFRS 13. This is either the bid price or the last traded price, depending on the convention of the exchange on which the investment is quoted.

All gains and losses are taken to profit and loss. In proceeding periods gains and losses on available-for-sale investments were recognised in other comprehensive income and accumulated in the available-for-sale assets reserve except for impairment losses, until the assets are derecognised, at which time the cumulative gains and losses previously recognised in other comprehensive income are recognised in profit or loss.

Revenue

Dividends receivable from equity shares are taken to profit or loss on an ex-dividend basis. Income from bank interest received is recognised on a time-apportionment basis. Dividends are stated net of related tax credits.

Expenses

All expenses are accounted for on accruals basis.

Cash and cash equivalents

This consists of cash held in the Company's bank accounts.

Foreign currency

Assets and liabilities denominated in foreign currency are translated into sterling at the rates of exchange ruling at balance sheet date.  Exchange gains or losses on monetary items are recorded in profit or loss. Exchange gains or losses on investments in financial assets are recorded in other comprehensive income.

Treasury shares

The cost of purchasing treasury shares and the proceeds from the sale of treasury shares up to the original price is taken to the retained earnings reserve; any surplus on the disposal of treasury shares (measured against the weighted average purchase price) is taken to the share premium account.

Reserves

Share premium account

The share premium account is used to record the aggregate amount or value of premiums paid in excess of the nominal value of share capital issued, less deductions for issuance costs.

Capital Redemption Reserve

The Capital redemption reserve is used to redeem or purchase of Company's own shares.

Warrants reserve

The warrant reserve presents the proceeds from issuance of warrants, net of issue costs. Warrant reserve is non-distributable and will be transferred to share capital account and accumulated losses upon exercise of warrants.

Geographical segments

The internal management reporting used by the chief operating decision maker consists of one segment.  Hence in the opinion of the Directors, no separate disclosures are required under IFRS 8. The Company's revenue in the year is not material and consequently no geographical segment information has been disclosed.

Deferred tax

Deferred tax liabilities are generally recognised for taxable temporary differences and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised except for differences arising on investments in subsidiaries where the Company is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

Deferred tax is also based on rates enacted or substantively enacted at the reporting date and expected to apply when the related deferred tax asset is realised or liability settled.

Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt within equity.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Significant management judgement in applying accounting policies and estimation uncertainty

When preparing the financial statements, management makes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.

Fair value of financial assets

Establishing the fair value of financial assets may involve inputs other than quoted prices.  As is further disclosed in note 6, all of the Company's financial assets which are measured at fair value are based on level 1 inputs, which reduces the level of estimation involved in their valuation.

Recognition of deferred tax assets

The extent to which deferred tax assets can be recognised is based on an assessment of the probability of the Company's future taxable income against which the deductible temporary differences can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions. In the opinion of the directors a deferred tax asset has not been recognised as future profits cannot be forecasted with reasonable certainty.

2.         OPERATING EXPENSES

Operating profit is stated after charging:

3.     DIRECTORS' EMOLUMENTS

Other than directors, there were no employees in the current or prior year. No pensions or other benefits were paid to the Directors in the current or prior period.

The amounts above shown as outstanding to the Directors relate to fees and/or salaries for the 6 month period to 31 December 2022 for Colin Bird and Raju Samtani and for the 13 month period to 31 December 2022 for Alex Borrelli and Michael Nolan.  Fees and/or salaries due to Alex Borrelli and Michael Nolan for the 7 months period to 30 June 2022 were settled in January 2023.

4.         TAXATION

5.         LOSS PER SHARE

6.         INVESTMENTS IN FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial instruments measured at fair value

The following table presents financial assets and liabilities measured at fair value in the statement of financial position in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:

-       Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

-       Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

-       Level 3: inputs for the asset or liability that are not based on observable market data (unobserved inputs).

The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.

The financial assets and liabilities measured at fair value in the statement of financial position are grouped into the fair value hierarchy as follows:

There have been no significant transfers between levels in the reporting period.

Reconciliation of Level 3 fair value measurements of financial instruments

Measurement of fair value

The methods and valuation techniques used for the purpose of measuring fair value are outlined in note 1 and remain unchanged compared to the previous reporting period.  The fair values of short-term receivables, cash and short-term payables do not differ from their carrying values due to their short maturity profiles.

Listed / quoted securities

Equity securities held by the Company are denominated in GBP and CAD$, and are publicly traded on the main London Stock Exchange, the Alternative Investment Market of the London Stock Exchange and the Toronto Venture Exchange.  Fair values have been determined by reference to their quoted bid prices at the reporting date.

7.         TRADE AND OTHER RECEIVABLES

An expected credit loss impact assessment under IFRS 9 is not required, as the Company does not hold any trade or intercompany debtors as at the balance sheet date.

8.         DEFERRED TAX

The Company has the below tax losses and related potential deferred tax:

Deferred tax assets are not recognised due to the unpredictability of future profit streams arising from the disposal of investments held by the Company. Tax losses may be carried forward indefinitely and will only be recoverable if suitable profits arise in the future. Deferred tax positions arising from unrealised gains and losses on the company's financial assets will vary depending on changes in the fair values of those assets up until the date of disposal.

9.         TRADE AND OTHER PAYABLES

10.       CALLED UP SHARE CAPITAL

The share capital of Tiger consists of fully paid ordinary shares with a nominal value of 0.1p each and deferred shares with a nominal value of 0.9p each.  Ordinary shares of 0.1p are eligible to receive dividends and the repayment of capital and represent one vote at the shareholders' meeting of The Company. The deferred shares carry no dividend or voting rights.

The Deferred shares have no income or voting rights.

Included in allotted called and fully paid share capital are 4,500,000 shares with a nominal value of £4,500 held by the company in treasury.

(i)            This share issue included 10,936,246 shares allotted to two directors in lieu of accrued net salary of £21,872. Please see note 12(4) for further details.

(ii)           On 15 March 2021, The Company issued 8.5 million shares of 0.1 p each at an issue price of 0.53p each share each to settle outstanding fees due to Sanderson Capital Partners td (existing shareholder in the Company), totalling £45,050.

11.       Share Warrants

Each of the participants in the Fundraising/shares issue on 20 December 2022 received one warrant exercisable at 0.3 pence for each Fundraising Share which they subscribed, valid for two years.

As a result of this, the fair value of the share options was determined at the date of the grant using the Black Scholes model, using the following inputs

12.       RELATED PARTY TRANSACTIONS

(1)   Lion Mining Finance Limited, a company in which Colin Bird is director and shareholder, has provided administrative and technical services to the Company amounting to £60,000 plus VAT in the year (2021 - £60,000).  There was an amount of £69,000 outstanding at 31 December 2022 (2021- 6,000). The Board considers this transaction to be on an arms' length basis.

(2)   The emoluments of the Directors and amounts due to each director at year end are disclosed in note 3.

(3)   Directors' shareholdings are disclosed in the Report of the Directors.

(4)   As part of a fundraising completed on 20 December 2022, Mr Colin Bird and Mr Raju Samtani each invested £25,000 to subscribe for 12,500,000 shares of 0.1 pence each at a price of 0.2 pence per share. Additionally outstanding salary due to Colin Bird of £12,600 was converted into 6,300,000 Placing Shares and outstanding salary due to Mr Raju Samtani of £9,272 was converted into 4,636,246 Placing Shares.  All shares received as part of the placing and salary conversion attracted one warrant exercisable at 0.3 pence per share for a period of 2 years from the date of the placing.

(5)   On 18 February 2021, the Company received 28,314,815 shares in Bezant Resources Plc (Mr Colin Bird and Mr Raju Samtani are executive directors of the Company and also executive directors and shareholders of Bezant. In addition, Mr Colin Bird held 2.7% interest in Metrock), as settlement of outstanding loans of £46,250 which the Company  had advanced to Metrock Resources Ltd during Q4 2020 and fee due of £30,200 from Metrock. Initially, on 12 October 2020, the Company negotiated an exclusive mandate to facilitate an IPO for Metrock. However, subsequently on 22 December 2020, under a revised mandate, both parties mutually agreed not to proceed with an IPO. Metrock was then acquired by Bezant. As part of Bezant's Shareholders Purchase Agreement (SPA) with the shareholders of Metrock, it was agreed that outstanding loans in Metrock's books will be acquired by Bezant and settled in newly issued Bezant ordinary shares of 0.002p each at a price of 0.27 pence per share on completion of the SPA ("Bezant Shares"). Accordingly, Tiger was issued 28,314,815 Bezant Shares on completion of the SPA to settle loans of £46,250 which it has made to Metrock and the £30,200 fee referred to above. Upon issue of the 28,314,815 Bezant Shares, Tiger's total shareholding in Bezant increased to 83,870,371 shares representing 2.37% of the Bezant's enlarged issued share capital on completion.

(6)   The Company held a 50.75% equity stake in African Pioneer Plc ("APP"). On 1 June 2021, APP's shares comprising 189,459,550 Ordinary shares of zero par value each ("Ordinary Shares") were admitted to the Official List (Standard Segment), and to trading on the Main Market for listed securities of the London Stock Exchange. Consequently, the Company's shareholding in APP was reduced to 4.65% and APP is no longer a subsidiary of the Company. Tiger's current holding in APP is 8,810,056 Ordinary Shares, which have been included in the Company's balance sheet at market valuation under investment in financial assets at fair value through profit or loss. Mr Colin Bird and Mr Raju Samtani, who are both Directors of Tiger and African Pioneer Plc and co-vendors of African Pioneer Zambia to APP, each received 15,000,000 APP Shares on Standard Listing. Campden Park Trading, a company owned and controlled by Mr Colin Bird, received 5,000,000 APP Shares on Standard Listing carrying a total value of £700,000 attributable  to Colin Bird and related companies and £525,000 to Raju Samtani upon Standard Listing.

(7)   On 31 March 2021, African Pioneer Plc (Mr Colin Bird and Mr Raju Samtani, are both Executive Directors & shareholders of the Company and African Pioneer Plc) repaid £18,385 due to the Company as at 31 December 2020 plus an interest amount of £760.71. Under a loan agreement dated 28 January 2021, Tiger advanced an unsecured loan of £112,981 to African Pioneer plc at a coupon rate of 10%. African Pioneer Plc repaid this balance plus an interest amount of £1,903.78 on 31 March 2021.

(8)   On 1 June 2021, an amount of £100,000 due from African Pioneer Plc to the Company (Mr Colin Bird and Mr Raju Samtani, are both Executive Directors & shareholders of the Company and African Pioneer Plc), was converted to 2,857,143 (zero nominal value) shares of African Pioneer Plc.

(9)   Colin Bird and Alex Borrelli are directors of Kendrick Resources Plc.  Refer to portfolio valuation on page 3 for details for Tiger's current holding in Kendrick Resources Plc.

(10) Colin Bird is a director of Galileo Resources Plc.  Refer to portfolio valuation on page 3 for details for Tiger's current holding in Galileo Resources Plc.

13.       POST-REPORTING DATE EVENTS

There are no events after the balance sheet date that may warrant disclosure or may require adjustments to these financial statements.

14.       CONTINGENT LIABILITIES

There were no contingent liabilities at 31 December 2022 (2021 - None).

There were no operating or financial commitments or contracts for capital expenditure in place for the Company as at the reporting date (2021: £nil).

15.       FINANCIAL INSTRUMENTS

Management of Risk

The Company's financial instruments comprise:

§ Investments held at fair value through profit or loss

§ Cash, short-term receivables and payables

Throughout the period under review, it was the Company's policy that no trading in derivatives shall be undertaken.

The main financial risks arising from the Company's financial instruments are market price risk and liquidity risk.

Liquidity risk arises principally from cash and cash equivalents, which comprise cash at bank (repayable on demand). The Company has no overdraft facilities. The carrying amount of these assets are approximately equal to their fair value.

Credit risk is not significant, but is monitored.  The Board regularly reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained constant throughout the period.

Financial Assets and Liabilities

Financial Assets

Financial Liabilities

Market risk

Market risk consists of interest rate risk, foreign currency risk and other price risk.  It is the Board's policy to maintain an appropriate spread of investments in the portfolio whilst maintaining the investment policy and aims of the Company.  The Investment Committee actively monitors market prices and other relevant information throughout the year and reports to the Board, who is ultimately responsible for the Company's investment policy.

Interest rate risk

Changes in interest rates would affect the Company returns from its cash balances. A floating rate of interest, which is linked to bank base rates, is earned on cash deposits. The exposure to cash flow interest rate risk at 31 December 2022 for the Company was £150,631 (2021: £34,394).

A sensitivity analysis based on a movement of 1% on interest rates would have a £1,506 effect on the Company's' profit (2021: £344).

As the Company does not have any borrowings and finances its operations through its share capital and retained revenues, it does not have any interest rate risk except in relation to cash balances.

Foreign currency risk

The Company's total return and net assets can be affected by currency translation movements as part of the investments held by the Company are denominated in currencies other than £ Sterling. The Directors mitigate the individual currency risks through the international spread of investments. Hedging transactions may be used but none have been employed during the period under review (2021: none).

The fair values of the Company's investments that have foreign currency exposure at 31 December 2022 are shown below.

The Company accounts for movements in fair value of its financial assets in other comprehensive income. The following table illustrates the sensitivity of the equity in regard to the Company's financial assets and the exchange rates for £/ Canadian Dollar.

It assumes the following changes in exchanges rates:

- £/CAD                    +/- 20% - (2021: +/- 20%)

These percentages used reflect the high level of market volatility experienced in exchange rates in recent years.

The sensitivity analysis is based on the Company's foreign currency financial instruments held at each balance sheet date.

If £ Sterling had weakened against the currencies shows, this would have had the following effect:

If £ Sterling had strengthened against the currencies shows, this would have had the following effect:

Other price risk

Other price risk which comprises changes in market prices other than those arising from interest rate risk or currency risk may affect the value of quoted and unquoted equity investments. The Board of directors manages the market price risks inherent in the investment portfolio by regularly monitoring price movements and other relevant market information.

The Company accounts for movements in the fair value of investments in financial assets in other comprehensive income and assets designated at fair value through profit or loss in comprehensive income. The following table illustrates the sensitivity to equity of an increase / decrease of 50% in market prices. This level of change is considered to be reasonable based on observation of current market conditions, in particular resource stocks and junior mining companies. The sensitivity is based on the Company's equities at each balance sheet date, with all other variables held constant.

Liquidity risk

The Company maintains appropriate cash reserves and the majority of the Company's assets comprise realisable securities, most of which can be sold to meet funding requirements if necessary. Given the Company's cash reserves, it has been able to settle all liabilities on average within 1 month.

Credit risk

The risk of counterparty's failure to discharge its obligations under a transaction that could result in the Company suffering a loss is minimal. The Company holds its cash balances amounting to £150,631 (2021: £ 34,394) with a reputable bank and only transacts with regulated institutions on normal market terms, and this is the only significant credit risk exposure. The credit rating for the bank is A+.

Included in total amounts receivable at 31 December 2022 is the sum of £457 (2021 - £1,844) which was lodged with the Company's brokers in relation to future investments.     

Concentration risk

The cash balance held with bank of £150,631 (2021: £34,394) is the only significant credit risk exposure

Financial liabilities

There are no currency or interest rate risk exposures on financial liabilities as they are denominated in £ Sterling and settled on average within one month.

Capital management

The Company actively reviews its issued share capital and reserves and manages its capital requirements in order to maintain an efficient overall financing structure whilst avoiding any leverage. The capital structure of the Company consists of only equity (comprising issued capital, reserves, and retained earnings as disclosed below and the Statements of Changes in Equity) and no debt.

The Board monitors the discount level of its issued shares, which is the difference between its Net Asset Value (NAV) and its actual share price. To improve NAV, the Company may purchase its own shares in the market. During the current year, the Company has not purchased any of its own shares (2021: Nil).