Euromax Resources (Bulgaria) UK Limited - Limited company accounts 22.3

Euromax Resources (Bulgaria) UK Limited - Limited company accounts 22.3


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REGISTERED NUMBER: 08801398 (England and Wales)










REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

FOR

EUROMAX RESOURCES (BULGARIA) UK LIMITED

EUROMAX RESOURCES (BULGARIA) UK LIMITED (REGISTERED NUMBER: 08801398)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021




Page

Company Information 1

Report of the Director 2

Statement of Director's Responsibilities 4

Report of the Independent Auditors 5

Statement of Comprehensive Income 7

Balance Sheet 8

Statement of Changes in Equity 9

Notes to the Financial Statements 10


EUROMAX RESOURCES (BULGARIA) UK LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2021







DIRECTOR: Timothy Mark Morgan-Wynne



SECRETARY: Aleksandra Bilbilovska



REGISTERED OFFICE: 5-9 Eden Street
Kingston-upon-Thames
Surrey
KT1 1BQ



REGISTERED NUMBER: 08801398 (England and Wales)



AUDITORS: BDO LLP
55 Baker Street
London
W1U 7EU



BANKS: Barclays International,
Barclays,PO Box 82,
39/41 Broad Street,
St Helier,
Jersey,
JE4 8PU

EUROMAX RESOURCES (BULGARIA) UK LIMITED (REGISTERED NUMBER: 08801398)

REPORT OF THE DIRECTOR
FOR THE YEAR ENDED 31 DECEMBER 2021

The director presents his report with the financial statements of the company for the year ended 31 December 2021.

PRINCIPAL ACTIVITY
The principal activity of Euromax Resources (Bulgaria) UK Limited ("Company") was an investment holding company that wholly owned Euromax Exploration Services EOOD ("EES"), a Bulgarian exploration service company, which was disposed of on 26 June 2017. Following to disposal of its subsidiary, the Company has not performed any business activities, only a loan balance provided to another group company Euromax UK (Services) Limited has been held during this period following June 2017. The intention of the directors is this Company in the prior year was to liquidate the Company, however the Company's directors have changed that intention this year, and accordingly the financial statements are prepared on a going concern basis.

The Company is a private company limited by shares.

REVIEW OF BUSINESS
The Company is a 100% subsidiary undertaking of Euromax Resources Ltd, a company registered in British Columbia, Canada.

The Company was incorporated on 4 December 2013, as an investment holding company and since incorporation its principal activity has been as an investment holding company.

During 2017 the Company has provided intercompany funding to a fellow subsidiary of Euromax Resources Ltd.
The directors have reviewed the going concern status of the Company, and have determined that for these financial statements they should be prepared on a going concern basis, however, there is a material uncertainty with respect to the Company's ability to continue as a going concern as described in Note 1 to the financial statements.

The functional currency of the Company is Euros.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors who held office during the year were as follows:

- Timothy Morgan-Wynne

- Patrick William Forward, resigned on 30 September 2021

The directors benefited from qualifying third party indemnity provisions in place during the year and at the date of this report.

POLITICAL DONATIONS AND EXPENDITURE
The Company made no political or charitable donations or incurred any political expenditure during the period.

STRATEGIC REPORT
The Company has taken the small companies' exemption available under s.414B of the Companies Act 2006, to not prepare a strategic report for the year ended 31 December 2021.

RESULTS AND DIVIDEND
The Company made a loss for the period after tax of €34 (2020: €80,008).

The directors do not recommend the payment of a dividend.

POLICY AND PRACTICE ON PAYMENT OF CREDITORS
It is the Company's policy to settle all amounts owing to creditors in accordance with the terms of credit agreed with each supplier.

At 31 December 2021 and 31 December 2020, there were no trade creditors.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he 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.

AUDITORS
Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and BDO UK LLP will therefore continue in office.


EUROMAX RESOURCES (BULGARIA) UK LIMITED (REGISTERED NUMBER: 08801398)

REPORT OF THE DIRECTOR
FOR THE YEAR ENDED 31 DECEMBER 2021

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





Timothy Mark Morgan-Wynne - Director


9 November 2022

EUROMAX RESOURCES (BULGARIA) UK LIMITED (REGISTERED NUMBER: 08801398)

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
FOR THE YEAR ENDED 31 DECEMBER 2021

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) including Financial Reporting Standard 101 "Reduced Disclosure Framework". Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable UK 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 company will continue in business; and as explained in the notes to the financial statements, the directors do not believe the going concern basis to be appropriate and, in consequence, these financial statements have not been prepared on that basis.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
EUROMAX RESOURCES (BULGARIA) UK LIMITED

Opinion
We have audited the financial statements of Euromax Resources (Bulgaria) UK Limited (the 'company') for the year ended 31 December 2021 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2021 and of its loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Material uncertainty related to going concern
We draw attention to note 1 in the financial statements which indicates the Company is dependent on the group for financial support. However, the Group will need to raise additional finance before December 2022, and the group may be required to repay debt funding, both of which would affect its ability to provide the Company with the required financial support. If the Group is unable to raise additional financing, this would directly impact the Company as no intercompany funding would be available. 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.

Other information
The directors are responsible for the other information. The other information comprises the information included in the Directors' report and financial statements other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit; or
- the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
EUROMAX RESOURCES (BULGARIA) UK LIMITED


Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Making enquiries of Management including obtaining and reviewing supporting documentation, concerning the Group's policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and assessing whether they were aware of any instances of non-compliance with such;

- detecting and responding to the risks of fraud on management override of controls and assessing whether they have knowledge of any actual, suspected or alleged fraud; and

- reviewing the internal controls by audit of design and implementation established to mitigate risks related to fraud or non-compliance with laws and regulations.

Critically assessing areas of the financial statements which include judgement and estimates, as set out in note 1 to the financial statements

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Peter Acloque (Senior Statutory Auditor)
for and on behalf of BDO LLP
55 Baker Street
London
W1U 7EU

9 November 2022

EUROMAX RESOURCES (BULGARIA) UK LIMITED (REGISTERED NUMBER: 08801398)

STATEMENT OF COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021

2021 2020
Notes €    €   

TURNOVER 3 - -

Administrative expenses 34 80,008
OPERATING LOSS and
LOSS BEFORE TAXATION 5 (34 ) (80,008 )

Tax on loss 6 - -
LOSS FOR THE FINANCIAL YEAR (34 ) (80,008 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(34

)

(80,008

)

EUROMAX RESOURCES (BULGARIA) UK LIMITED (REGISTERED NUMBER: 08801398)

BALANCE SHEET
31 DECEMBER 2021

2021 2020
Notes €    €    €    €   
CURRENT ASSETS
Debtors 7 426,516 426,516
Cash at bank 739 773
TOTAL ASSETS LESS CURRENT
LIABILITIES

427,255

427,289

CAPITAL AND RESERVES
Called up share capital 8 501,500 501,500
Retained earnings (74,245 ) (74,211 )
SHAREHOLDERS' FUNDS 427,255 427,289

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 9 November 2022 and were signed by:





Timothy Mark Morgan-Wynne - Director


EUROMAX RESOURCES (BULGARIA) UK LIMITED (REGISTERED NUMBER: 08801398)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021

Called up
share Retained Total
capital earnings equity
€    €    €   

Balance at 1 January 2020 501,500 5,797 507,297

Changes in equity
Total comprehensive income - (80,008 ) (80,008 )
Balance at 31 December 2020 501,500 (74,211 ) 427,289

Changes in equity
Total comprehensive income - (34 ) (34 )
Balance at 31 December 2021 501,500 (74,245 ) 427,255

EUROMAX RESOURCES (BULGARIA) UK LIMITED (REGISTERED NUMBER: 08801398)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

1. STATUTORY INFORMATION

Euromax Resources (Bulgaria) UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparation
The Company has chosen the presentation currency of the financial statements as Euros. The functional currency is also Euros given it is the currency of the primary economic environment in which the Company operates.

These financial statements are separate financial statements. The Company is exempt from the preparation of consolidated financial statements because it is included in the consolidated financial statements of Euromax Resources Ltd and its controlled entities ("Group"). The consolidated financial statements of the Group are publicly available and can be obtained as set out in Note 11.
As permitted by FRS 101, exemptions from applying the following requirements have been adopted:

a) IFRS 7 'Financial Instruments: Disclosures';

b) IFRS 13 'Fair Value Measurement' paragraphs 91 to 99;

c) IAS 1 'Presentation of Financial Statements' paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136, as well as paragraph 38 for presenting the comparative information in respect of 79(a) of IAS 1;

d) IAS 7 'Statement of Cash Flows';

e) IAS 8 'Accounting Policies, Changes in Accounting Estimates and Errors' paragraphs 30 and 31;

f) IAS 24 'Related Party Disclosures' paragraphs 17 and 18A; and

g) IAS 36'Impairment of Assets' paragraphs 130(f)(ii), 130(f)(iii), 134(d) to 134(f) and 135(c).

The Company has also taken advantage of the exemption from the requirements of IAS 24 'Related Party Disclosures' to disclose related party transactions entered into between two or more members of the Group where those party to the transaction are wholly owned by a member of the Group.

The financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The principal accounting policies adopted are set out below.

Significant judgements and estimates
In preparing these accounts in accordance with accounting standards, the director's consider there to be no critical accounting judgements that have a significant effect on the amounts recognised in these financial statements. The directors have identified the following key area of estimation as significant to these financial statements.

Loss allowance for the expected losses on financial assets

The Company applies IFRS 9 Financial instruments (IFRS 9) which requires recognising a loss allowance for the expected losses on a financial assets.

At 31 December 2021 the Company had trade receivable from Euromax UK (Services) Limited of €533,145 (2020: €533,145), and based on the provisions of IFRS 9, management made assumption that the expected credit losses on a financial asset at 31 December 2021 was assessed at 20% of the carrying amount of the asset (2020: 20%).

The loan will ultimately be settled by the funds provided by the ultimate parent company Euromax Resources Ltd, and that is closely related to the development of the Ilovica-Shtuka Project, as only asset held by the whole Group.

Non-derivative financial instruments
Non-derivative financial instruments are initially measured at fair value adjusted by any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method less any provision for impairment.

EUROMAX RESOURCES (BULGARIA) UK LIMITED (REGISTERED NUMBER: 08801398)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

2. ACCOUNTING POLICIES - continued

Taxation
The charge for taxation is based on the profit/(loss) for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes.

Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 101.

Foreign currencies
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the contracted rate or the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included in the profit and loss account.

EUROMAX RESOURCES (BULGARIA) UK LIMITED (REGISTERED NUMBER: 08801398)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

2. ACCOUNTING POLICIES - continued

Going concern
These financial statements have been prepared on a going concern basis which assumes the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business.

At 31 December 2021, the Company had net assets of €427,255 (2020: €427,289) and cash at bank and in hand of €739 (2020: €773). The Company incurred a loss of €34 (2020: €80,008).

The Company's going concern assessment is reliant on continued funding from the wider Group because the Company's receivable will be generated from the asset, which is secured by debt loans. Therefore when looking at going concern the Company has considered the following debt finance liabilities that are held by the Group at 31 December 2021:

- Convertible loans of C$23.6 million (at December 31, 2020: C$22.1 million with EBRD (the "EBRD convertible loan") and with CCI (the "CCI convertible loan"), which are classified as current; and

- Gold purchase advance payments of C$14.4 million (December 31, 2020: C$14.4 million) received from Royal Gold, AG ("Royal Gold") which are repayable within 60 days of receiving a termination notice to the Gold Purchase and Sale Agreement.

These two items are classified at December 31, 2021 as current liabilities as at this time contractual repayment may be required within the next twelve months. Subsequent to the year end, the convertible loans' maturity date was extended by one year to February 28, 2023. Both the convertible loans are convertible into Euromax Resources Ltd's common shares at the election of EBRD and CCI on or before their maturity. As at the date of these financial statements no termination or repayment notice has been received from Royal Gold.

During October 2021, the Group closed the 2021 Private Placement for gross proceeds of C$1.196 million.

Subsequent to December 31, 2021, the Group announced that one of its major shareholders, that was part of the 2021 Private Placement, has agreed to issue two non-interest bearing, unsecured, convertible promissory notes in total of US$1.25 million, as a bridge finance for covering short-term working capital for the Group.

The Group's board of directors has reviewed the Group's forecasts for the period ended December 31, 2023, in which are included all committed costs for maintaining the Ilovica-Shtuka copper project (the "Ilovica-Shtuka Project") in the Republic of North Macedonia ("Macedonia" or the "Country"), and are prepared based on the following major assumptions:

- the convertible loans which have potential contractual cash outflows at February 28, 2023 of C$25.8 million will either be converted into the Company's common shares or further extended to mature beyond the forecast period; and

- neither termination nor repayment notices will be received from Royal Gold for the period ended December 31, 2023.

Based on these forecasts, the directors have identified that further funding will be required to:

- cover the committed costs for maintaining the Ilovica-Shtuka Project from December 2022 and going forward, including covering the local legal costs for the ongoing administrative process related to the termination of the exploitation concession for Ilovica 6 ("Termination of Ilovica 6");

- cover any costs associated with international arbitration (should management pursue this) in respect of the Termination of Ilovica 6;

- repay the gold purchase advance payments, if termination or repayment notice is received from Royal Gold;

- repay both convertible loans, if neither are further extended in 2023 or converted into the Euromax Resources Ltd's common shares; and

- ultimately construct and bring the Ilovica-Shtuka Project into commercial production.

The directors note that the level of funding required is dependent on both the outcome and duration of the administrative process that is on-gong in front of local administrative courts regarding the Termination of Ilovica 6.


EUROMAX RESOURCES (BULGARIA) UK LIMITED (REGISTERED NUMBER: 08801398)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

2. ACCOUNTING POLICIES - continued
Given the above factors, the Group will need to raise additional funds before December 2022 either through equity (supported by existing shareholders or new shareholders) or by further debt. The directors also note that the current coronavirus (COVID-19) pandemic could have an impact upon the timing for resolving the administrative process related to the Termination of Ilovica 6 in the Country, and also impact on the ability of the Group to raise further funds as and when are required. If the Group is unable to raise additional financing, this would directly impact the Company as no intercompany funding would be available.

These events are outside of the Group's control, and as such, a material uncertainty exists which may cast significant doubt about the Group's continued ability to operate as a going concern and its ability to realise its assets and discharge its liabilities in the normal course of business.

The uncertainty regarding the Group's continued ability to operate as a going concern is directly connected with the further financial support that would be provided to the Company by the Group, and therefore this represents a material uncertainty to the Company which may cast significant doubt over the Company's ability to continue as a going concern and its ability to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that would arise if the Company were unable to continue as a going concern.

Interest income
Interest income is recognised on a time proportion basis using the effective interest rate method.

Cash at bank and in hand
Cash comprises cash in hand and deposits repayable on demand, less overdrafts payable on demand. Liquid resources are current asset investments which are disposable without curtailing or disrupting the business and are either readily convertible into known amounts of cash at or close to their carrying values or traded in an active market.

Share capital
Share capital is the amount subscribed for share capital at the nominal value.

Accumulated losses/ retained earnings
This reserve shows net gains and losses.

3. TURNOVER

The Company did not generate any turnover during the period.

4. EMPLOYEES AND DIRECTORS

The Company had no employees during the period (2020: nil).

During the period no director emoluments or long-term incentive plans were paid by the Company.

These were borne by an associated company, Euromax Resources UK (Services) Limited.

5. LOSS BEFORE TAXATION

The loss before taxation is stated after charging:
2021 2020
€    €   
Expected credit loss on financial assets - 79,972

Auditor's remuneration:

The audit fees for the Company were borne by Euromax Resources UK (Services) Limited, another group company. No non-audit fees were incurred during the year.

6. TAXATION

Analysis of tax expense
No liability to UK corporation tax arose for the year ended 31 December 2021 nor for the year ended 31 December 2020.

EUROMAX RESOURCES (BULGARIA) UK LIMITED (REGISTERED NUMBER: 08801398)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

6. TAXATION - continued

Factors affecting the tax expense
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2021 2020
€    €   
Loss before income tax (34 ) (80,008 )
Loss multiplied by the standard rate of corporation tax in the UK of 19% (2020 -
19%)

(6

)

(15,202

)

Effects of:
no consideration
Expenses not deductible for tax purposes - 15,195
Losses carried forward 6 7
Tax expense - -

At 31 December 2021, the Company has unrecognised tax losses amounting to €186 or £157 (2020: €142 or £128).

7. DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2021 2020
€    €   
Amounts owed by group undertakings 426,516 426,516

At 31 December 2021, the Company has provided one loan facility of €533,145 (2020: €533,145) to another group UK company, a fellow subsidiary of Euromax Resources Ltd. Based on the provisions of IFRS 9, the management made assumption that the expected credit losses on a financial asset at 31 December 2021 was assessed at 20% of the carrying amount of the asset (2020: 20%), and therefore no further expense was recognised for loss allowance for 2021 (2020: expense of €79,972 for loss allowance was recognised).

The loan will ultimately be settled by the funds provided by the ultimate parent company Euromax Resources Ltd, and that is closely related to the development of the Ilovica-Shtuka Project, as only asset held by the whole Group.

The loan has a maximum facility of €0.550 million, and it is a non-interest-bearing loan repayable on demand.

8. CALLED UP SHARE CAPITAL


Allotted, issued and fully paid:
Number: Class: Nominal 2021 2020
value: €    €   
501,500 Ordinary €1 501,500 501,500

No restrictions, equal rights and preferences are attached on the issued ordinary shares.

9. ULTIMATE PARENT COMPANY

The Company is a subsidiary undertaking of Euromax Resources Ltd which is the ultimate parent company incorporated in British Columbia, Canada.

The results of the Company are consolidated by Euromax Resources Ltd, incorporated in British Columbia, Canada.

The consolidated financial statements of these Euromax Resources Ltd. are available to the public and may be obtained from its website (www.euromaxresources.com)

10. COMMITMENTS AND CONTINGENCIES

As at 31 December 2021 the Company had no contractual commitments or contingencies (2020 Nil).

EUROMAX RESOURCES (BULGARIA) UK LIMITED (REGISTERED NUMBER: 08801398)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2021

11. POST BALANCE SHEET EVENTS

Subsequent to 31 December 2021, following subsequent events have occurred in the whole Group:

- In January 2022, 515,000 RSUs granted to one consultant were converted into Euromax Resources Ltd's common shares.

- On 25 February 2022 both convertible loans from EBRD and with CCI, provided to Euromax Resources Ltd, were extended to 22 February 2023.

- On July 11, 2022 the Group announced that a non-interest bearing, unsecured, convertible promissory note of US$1 million was issued to one of its major shareholders. Further to that, on October 18, 2022 an additional non-interest bearing, unsecured, convertible promissory note of US$0.25 million was issued to the same shareholder.