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#GRX Green X Metals LTD – Result of AGM
Results of Annual General Meeting
GreenX Metals Limited (GreenX or the Company) advises, that the 2023 Annual General Meeting (AGM) of the Company was held today, 22 November 2023, at 10.00am (AWST).
The resolutions voted on were in accordance with the Notice of AGM previously advised to shareholders.
All resolutions were decided on and carried by way of a poll.
In accordance with Section 251AA of the Corporations Act 2001 and ASX Listing Rule 3.13.2, the details of the poll and the proxies received in respect of each resolution are set out over page.
For further information please contact:
Dylan Browne
Company Secretary
+61 8 9322 6322
Resolution |
Number of Proxy Votes |
Number of Votes cast on the Poll |
Result |
|||||
For |
Against |
Abstain |
Proxy’s Discretion |
For |
Against |
Abstain |
||
1. Remuneration Report |
2,337,137 |
– |
14,575,000 |
3,557 |
2,990,694 |
– |
14,575,000 |
Carried on vote by poll |
2. Re-election of Director – Mr Benjamin Stoikovich |
16,912,137 |
– |
– |
3,557 |
17,565,694 |
– |
– |
Carried on vote by poll |
3. Approval of Additional 10% Placement Capacity |
15,575,078 |
1,337,059 |
– |
3,557 |
16,228,635 |
1,337,059 |
– |
Carried on vote by poll |
4. Appointment of Auditor |
16,912,137 |
– |
– |
3,557 |
17,565,694 |
– |
– |
Carried on vote by poll |
5. Appointment of Polish Auditor |
16,912,137 |
– |
– |
3,557 |
17,565,694 |
– |
– |
Carried on vote by poll |
#KAV Kavango Resources PLC – Result of AGM
Southern Africa-focussed metals exploration company Kavango Resources plc (LSE:KAV) is pleased to announce the result of the Annual General Meeting of Kavango Resources PLC held at the offices of the Company’s Solicitors, Druces LLP, Salisbury House, London Wall, London EC2M 5PS on 8 June 2023 at 11 a.m.
All nine resolutions put to members were passed on a poll. Resolutions 1 to 6, and 8 were passed as ordinary resolutions and resolutions 7 and 9 were passed as special resolutions.
The number of votes cast for and against each of the resolutions proposed, and the number of votes withheld were as follows:
Resolution |
Votes for |
% |
Votes against |
% |
Votes withheld |
Resolution 1 (Ordinary) To approve the accounts for the year ended 31 December 2022, auditors’ report and strategic report |
300,626,522 |
90.50 |
31,564,114 |
9.50 |
873,263 |
Resolution 2 (Ordinary) To approve the re-appointment and remuneration of PKF Littlejohn LLP as the Company’s auditor |
309,691,550 |
93.23 |
22,499,086 |
6.77 |
873,263 |
Resolution 3 (Ordinary) To approve the Directors’ Remuneration Report in the Company’s Annual Report |
286,851,364 |
86.22 |
45,836,091 |
13.78 |
376,444 |
Resolution 4 (Ordinary) To approve the re-election of Jeremy Brett as a director |
309,168,705 |
93.08 |
22,996,931 |
6.92 |
898,263 |
Resolution 5 (Ordinary) To approve the re-election of Peter Francis Wynter Bee as a director |
299,476,521 |
90.19 |
32,564,114 |
9.81 |
1,023,263 |
Resolution 6 (Ordinary) To authorise the allotment and issue of equity securities |
290,792,562 |
88.81 |
36,629,949 |
11.19 |
5,641,383 |
Resolution 7 (Special) To disapply the statutory pre-emption rights on the issue of equity securities |
289,841,872 |
88.53 |
37,560,633 |
11.47 |
5,661,391 |
Resolution 8 (Ordinary) To authorise the allotment and issue of the Stage 1 Subscription Shares |
281,880,160 |
84.72 |
50,852,300 |
15.28 |
331,436 |
Resolution 9 (Special) To disapply the statutory pre-emption rights on the issue of the Stage 1 Subscription Shares |
276,445,216 |
84.43 |
50,977,300 |
15.57 |
5,641,383 |
As at 8 June, there were 705,569,314 ordinary shares in issue. Shareholders are entitled to one vote per share. Votes withheld are not votes in law and so have not been included in the calculation of the proportion of votes for and against a resolution.
The full text of each resolution is available in the Notice of Annual General Meeting, published on our website.
Blencowe Resources #BRES – Half-year Report
The Company is pleased to announce its Interim Results for the six-month period to 31 March 2023.
Electronic copies of the report will be available at the Company’s website www.blencoweresourcesplc.com
For further information please contact:
Blencowe Resources Sam Quinn
|
Tel: +44 (0) 1624 681 250 info@blencoweresourcesplc.com
|
Investor Enquiries Sasha Sethi |
Tel: +44 (0) 7891 677 441
|
Tavira Securities Limited Jonathan Evans |
Tel: +44 (0)203 192 1733 jonathan.evans@tavirasecurities.com
|
First Equity Limited Jason Robertson |
Tel: +44 (0)20 7330 1883 |
Interim Management Report
The period to 31 March 2023 (and subsequent events to 30 April 2023) have seen the Company continue to develop its Orom-Cross graphite project.
A Definitive Feasibility Study (“DFS”) commenced and is underway on a number of fronts; this is expected to take around 12 months to complete but the timing is dependent on pre-qualification test work being completed as a means to ultimately deliver binding offtake contracts for the full quantum of graphite concentrate being considered for sale under the phase one operational model. Experienced Australian engineering firm CPC Engineering have agreed to manage and sign off on the DFS, and their experience and involvement will assist greatly in achieving a high quality study and result.
DFS work will concentrate on three key areas. Firstly, work in-country to complete all work necessary to build and operate the mine, including all remaining licenses and permits. The associated infrastructure required to drive the operation will be scrutinised and plans put in place to ensure that all necessary infrastructure will be ready and in place for mining at Orom-Cross. Local studies include management and personnel, mining, equipment, logistics and other key areas. The DFS will take these studies to a far greater extent than the PFS in 2022.
Secondly, pre-qualification testing is taking place in the United States and China to advance the status of Orom-Cross graphite to potential buyers. A bulk sample of 100 tonnes was mined from Orom-Cross in January and (via a special export permit) was approved for transport to China by sea, where it will be put through an existing graphite pilot testing facility. This will save Blencowe substantial time and money by not having to build its own pilot facility on-site to get pre-qualified. The resultant tonnes of 96% concentrate will be then processed to a series of 99.9% products, both expendable’s (large flakes) and SPG (spheronised, purified graphite) (smaller flakes). Assuming successful these samples will be given to end user OEMs to conduct their own testing in their own facilities, to ensure Orom-Cross end product meets their standards and expectations. Once this process is completed then Orom-Cross becomes ‘qualified’ and offtake contract discussions may be entered into.
A 150kg sample was sent to China by air as a preliminary raw material product for the same pilot facility to run tests on how to achieve the best results on the larger sample to follow, and the Company expects feedback on this shortly. This full qualification process is what sets graphite apart from most other metals and it also creates barriers to entry for new participants in the industry. Blencowe is confident that it has the right process/procedures in place to achieve the results it requires to pass this key hurdle. Without binding offtake agreements, it will be difficult to deliver a decision to mine and/or project funding, so this is a critical path item within the DFS. In the past this process has taken other graphite companies several years, Blencowe is hoping that the refinement of this process via its advisors will ensure we ultimately complete this pre-qualification much faster.
In parallel Blencowe is conducting further metallurgical test work in USA to provide evidence (bench-scale testing) that the 96% concentrate it will deliver at Orom-Cross will be suitable for upgrading to the 99.9% end products sought after by the market, and how this us best achieved. These results are expected soon and will be important in ascertaining the end value within the project portfolio.
Thirdly, Blencowe is working through a number of different potential funding options to secure the right partnerships for funding both the DFS and the project implementation. There are different alternatives at both topco and project level and it is important that the right relationships are built that can deliver this project ahead, both now (DFS stage) and in building the full project. Blencowe announced in April its successful passing through a key screening hurdle/test with the Development Finance Corporation (DFC) which is a tier one US Govt-owned financial institution which provides funding solutions for the private sector in areas the US Govt deems are critical. Graphite is considered critical and hence the interaction. This is seen as a valuable relationship for Orom-Cross and the Company is hoping to sign off on a substantial technical assistance grant with the DFC in the near term that will provide up to 50% of the DFS costs. Thereafter this relationship has the potential to offer further funding solutions for the full project finance required. The credibility that association with an institution of this stature brings to both our Company and our project cannot be easily measured; this would be a big result for Blencowe.
These and other DFS activities are the focus and will remain so for the Company ahead. Further capital will be introduced into the Company as and when required, with the continued support of our major shareholders, and once Blencowe delivers the DFC technical assistance grant it is believed that many other funding opportunities will emerge at all levels.
Elsewhere, the Company walked away from the previously announced nickel exploration earn-in deal with SIPA Resources as it was considered more advantageous to concentrate on delivering the Orom-Cross graphite project into production ahead.
Mike Ralston
Chief Executive Officer
Responsibility Statement of the Directors in respect of the Interim Report
The Directors are responsible for preparing the Interim Financial Statements in accordance with applicable law and regulations. In addition, the Directors have elected to prepare the Interim Financial Statements in accordance with International Financial Reporting Standards (“IFRSs”), as adopted by the United Kingdom (“UK”).
The Interim Financial Statements are required to give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.
In preparing these Interim Financial Statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· present information and make judgements that are reasonable, prudent and provides relevant, comparable and understandable information;
· provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particulars transactions, other events and conditions on the entity’s financial position and financial performance; and
· make an assessment of the Group’s ability to continue as a going concern.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time its financial position of the Group to enable them ensure that the financial statements comply with the requirements of the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and Interim Financial Statements. Legislation governing the preparation and dissemination of Interim Financial Statements may differ from one jurisdiction to another.
We confirm that to the best of our knowledge:
· the Interim Financial Statements, prepared in accordance with International Financial Reporting Standards as adopted by the UK, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group for the period;
· the Director’s report includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties that they face; and
· the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the group’s performance, business model and strategy.
Consolidated Statement of Comprehensive Income for the six month period ended 31 March 2023
6 months ended 31 Mar 2023 |
6 months ended 31 Mar 2022 |
12 months ended 30 Sep 2022 |
||
(Unaudited) |
(Unaudited) |
(Audited) |
||
Notes |
GBP |
GBP |
GBP |
|
|
|
|
||
Exploration costs |
(16,642) |
(2,744) |
(4,853) |
|
Impairment -Akelikongo project |
– |
– |
(404,533) |
|
Administrative fees and other expenses |
5 |
(446,424) |
(331,617) |
(681,488) |
Adjustments to Liability to surface liability |
– |
– |
51,316 |
|
Operating loss |
|
(463,066) |
(334,361) |
(1,039,558) |
|
|
|
||
Finance costs |
(23,010) |
(21,975) |
(45,916) |
|
Loss before tax |
|
(486,076) |
(356,336) |
(1,085,474) |
|
|
|
||
Income tax |
– |
– |
– |
|
|
|
|
||
Loss after tax |
|
(486,076) |
(356,336) |
(1,085,474) |
|
|
|
|
|
Other comprehensive income |
|
|
|
|
Exchange differences on translation of foreign operation |
|
7,807 |
(2,061) |
(4,205) |
Other comprehensive income, net of tax |
|
7,807 |
(2,061) |
(4,205) |
|
|
|
|
|
Total comprehensive loss |
|
(478,269) |
(358,397) |
(1,089,679) |
|
|
|
|
|
Basic and diluted loss per share (pence) |
9 |
(0.28) |
(0.27) |
(0.68) |
There was no other comprehensive income for the period ended on 31 March 2023.
Consolidated Statement of Financial Position as at 31 March 2023
|
As at 31 Mar 2023 |
As at 31 Mar 2022 |
As at 30 Sept 2022 |
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
Notes |
GBP |
GBP |
GBP |
|
|
|
|
|
|
Non-Current Assets |
|
7,065,820 |
5,815,114 |
6,615,253 |
|
|
|
|
|
Current assets |
||||
Trade and other receivables |
6 |
135,901 |
248,413 |
85,847 |
Cash and cash equivalents |
130,740 |
968,693 |
346,994 |
|
Total current assets |
|
266,641 |
1,217,106 |
432,841 |
Total assets |
7,332,461 |
7,032,220 |
7,048,094 |
|
Current liabilities |
||||
Creditors: Amounts falling due within one year |
(429,843) |
(282,217) |
(326,375) |
|
Total current liabilities |
|
(429,843) |
(282,217) |
(326,375) |
Non-current liabilities |
||||
Surface liabilities |
(785,520) |
(924,359) |
(825,852) |
|
Total liabilities |
(1,215,363) |
(1,206,576) |
(1,152,227) |
|
Net assets |
|
6,117,098 |
5,825,644 |
5,897,867 |
Equity |
||||
Share capital |
1,931,316 |
1,101,316 |
1,181,316 |
|
Share premium |
7,428,329 |
6,841,596 |
7,480,829 |
|
Warrants reserves |
402,148 |
317,876 |
402,148 |
|
Translation reserve |
7,264 |
1,601 |
(543) |
|
Retained earnings |
(3,651,959) |
(2,436,745) |
(3,165,883) |
|
Total equity |
|
6,117,098 |
5,825,644 |
5,897,867 |
Consolidated Statement of Changes in Equity for the six month period ended 31 March 2023
|
Share capital |
Share premium |
Share option reserves |
Retained earnings |
Translation reserve |
Total equity |
GBP |
GBP |
GBP |
GBP |
GBP |
GBP |
|
Balance as at 30 Sep 2021 |
901,316 |
5,132,081 |
317,876 |
(2,080,409) |
3,662 |
4,274,526 |
Total comprehensive loss for 6 months |
|
|
|
|
|
|
Loss for the period |
– |
– |
– |
(356,336) |
– |
(356,336) |
Total comprehensive loss |
– |
– |
– |
(356,336) |
– |
(356,336) |
Contributions from equity holders |
||||||
New shares issued |
200,000 |
1,800,000 |
– |
– |
– |
2,000,000 |
Share issue costs |
– |
(90,485) |
– |
– |
– |
(90,485) |
Exchange differences on translation |
– |
– |
– |
– |
(2,061) |
(2,061) |
Total contributions from equity holders |
200,000 |
1,709,515 |
– |
– |
(2,061) |
1,907,454 |
Balance as at 31 Mar 2022 |
1,101,316 |
6,841,596 |
317,876 |
(2,436,745) |
1,601 |
5,825,644 |
Total comprehensive loss for 6 months |
|
|
|
|
|
|
Loss for the period |
– |
– |
– |
(729,138) |
– |
(729,138) |
Total comprehensive loss |
– |
– |
– |
(729,138) |
– |
(729,138) |
Contributions from equity holders |
|
|
|
|
|
|
New shares issued |
80,000 |
720,000 |
– |
– |
– |
800,000 |
Share issue costs |
– |
(80,767) |
– |
– |
– |
(80,767) |
Warrants reserve |
84,272 |
– |
– |
84,272 |
||
Exchange differences on translation of foreign operations |
– |
– |
– |
– |
(2,144) |
(2,144) |
Total contributions from equity holders |
80,000 |
639,233 |
84,272 |
(729,138) |
(2,144) |
801,361 |
|
|
|
|
|
|
|
Balance as at 30 Sep 2022 |
1,181,316 |
7,480,829 |
402,148 |
(3,165,883) |
(543) |
5,897,867 |
Consolidated Statement of Changes in Equity for the six month period ended 31 March 2023
Share capital |
Share premium |
Share option reserves |
Retained earnings |
Translation reserve |
Total equity |
|
|
GBP |
GBP |
GBP |
GBP |
GBP |
GBP |
Balance as at 30 Sep 2022 |
1,181,316 |
7,480,829 |
402,148 |
(3,165,883) |
(543) |
5,897,867 |
|
|
|
|
|
|
|
Total comprehensive loss for 6 months |
||||||
Loss for the period |
– |
– |
– |
(486,076) |
– |
(486,076) |
Total comprehensive loss |
– |
– |
– |
(486,076) |
– |
(486,076) |
Contributions from equity holders |
|
|
|
|
|
|
New shares issued |
750,000 |
– |
– |
– |
– |
750,000 |
Share issued costs |
– |
(52,500) |
– |
– |
– |
(52,500) |
Exchange differences on translation of foreign operations |
– |
– |
– |
– |
7,807 |
7,807 |
Total contributions from equity holders |
750,000 |
(52,500) |
– |
– |
7,807 |
705,307 |
Balance as at 31 Mar 2023 |
1,931,316 |
7,428,329 |
402,148 |
(3,651,959) |
7,264 |
6,117,098 |
Consolidated Statement of Cash Flows for the six month period ended 31 March 2023
As at 31 Mar 2023 |
As at 31 Mar 2022 |
As at 30 Sept 2022 |
||
(Unaudited) |
(Unaudited) |
(Audited) |
||
Notes |
GBP |
GBP |
GBP |
|
Operating activities |
|
|
|
|
Loss after tax |
(486,076) |
(356,336) |
(1,085,474) |
|
Depreciation |
104 |
– |
– |
|
Finance costs |
23,010 |
21,974 |
45,916 |
|
Adjustment to Surface Liability |
– |
– |
(51,316) |
|
Share issue/warrant cost |
– |
– |
84,272 |
|
Impairment – Akelikongo costs |
– |
– |
404,533 |
|
Unrealised currency translation |
261,566 |
(61,217) |
(208,371) |
|
Changes in working capital |
||||
Decrease/(increase) in trade and other receivables |
(50,054) |
(195,833) |
(33,267) |
|
Increase/(decrease) in trade and other payables |
(39,568) |
38,945 |
76,483 |
|
Net cash flows from operating activities |
(291,018) |
(552,467) |
(767,224) |
|
Cash flows from financing activities |
||||
Purchase of fixed assets |
(748) |
– |
– |
|
Investment in exploration assets |
(621,988) |
(481,643) |
(1,423,236) |
|
Net cash flows from investment activities |
(622,736) |
(481,643) |
(1,423,236) |
|
Financing activities |
|
|||
Shares issued |
750,000 |
2,000,000 |
– |
|
Shares issued (cost) |
(52,500) |
(90,486) |
2,444,166 |
|
Net cash flows from financing activities |
697,500 |
1,909,514 |
2,444,166 |
|
Increase in cash and short-term deposits |
(216,254) |
875,404 |
253,706 |
|
Cash and short-term deposits brought forward |
346,994 |
93,288 |
93,288 |
|
Cash and cash equivalents at end of period |
|
130,740 |
968,692 |
346,994 |
Notes to the Financial Statements for the six month period ended 31 March 2023
1. General
Blencowe Resources Plc (the “Company”) is a public limited company incorporated and registered in England and Wales on 18 September 2017 with registered company number 10966847 and its registered office situated in England and Wales at 167-169 Great Portland Street, Fifth Floor, London, England W1W 5PF.
The Group did not earn any trading income during the period under review but incurred expenditure in developing its principal assets.
The Consolidated Interim Financial Statements of the Company for the six month period ended 31 March 2023 comprise the financial statements of the Company and its subsidiaries (together referred to as the “Group”).
2. Accounting Policies
Basis of preparation
The Interim Financial Statements of the Group are unaudited condensed financial statements for the six month period ended 31 March 2023.
The accounting policies applied by the Group in these Interim Financial Statements, are the same as those applied by the Group in its consolidated financial statements and have been prepared on the basis of the accounting policies applied for the financial year to 30 September 2022 which have been prepared in accordance with IFRS as adopted by UK for. The Group Financial Statements have been prepared using the measurement bases specified by IFRS each type of asset, liability, income and expense.
The Group Financial Statements are presented in £, which is the Group’s functional currency. All amounts have been rounded to the nearest pound, unless otherwise stated.
Comparative figures
The comparative figures have been presented as the Group Financial Statements cover the 6 month period ended 31 March 2022 and the 12 month period ended 30 September 2022.
3. Critical accounting estimates and judgments
In preparing the Group’s Interim Financial Statements, the Directors have to make judgments on how to apply the Group’s accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the Group Financial Statements.
4. Significant accounting policies
The accounting policies adopted are consistent with those followed in the preparation of the annual financial statements of Blencowe Resources Plc for the year ended 30 September 2022. A copy of these financial statements is available on the Group website at https://blencoweresourcesplc.com/
5. Administrative fee and other expenses
|
6 months ended 31 Mar 2023 |
6 months ended 31 Mar 2022 |
12 Months ended 30 Sep 2022 |
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
GBP |
GBP |
GBP |
Directors’ remuneration |
70,023 |
70,046 |
173,413 |
Professional fees |
121,692 |
130,655 |
274,333 |
Salaries |
75,000 |
60,000 |
142,500 |
Listing fees |
18,218 |
19,783 |
26,910 |
Audit fees |
21,644 |
4,375 |
29,000 |
Share issue/warrant cost |
– |
– |
84,272 |
Administration fees |
23,500 |
23,500 |
47,000 |
Broker fees |
20,500 |
29,542 |
38,048 |
Travelling expenses |
7,959 |
– |
34,167 |
Miscellaneous fees |
87,888 |
(6,284) |
(168,155) |
Total |
446,424 |
331,617 |
681,488 |
The Group had two employees who are key management personnel and three Directors. The Directors and the key management personnel’s remuneration related solely to short term employee benefits.
6. Trade and other receivables
|
6 months ended 31 Mar 2023 |
6 months ended 31 Mar 2022 |
12 Months ended 30 Sep 2022 |
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
GBP |
GBP |
GBP |
Other receivables |
21,526 |
37,997 |
24,765 |
Prepayments |
114,375 |
210,416 |
61,082 |
Total |
135,901 |
248,413 |
85,847 |
7. Creditors: Amounts falling due within one year
|
6 months ended 31 Mar 2023 |
6 months ended 31 Mar 2022 |
12 Months ended 30 Sep 2022 |
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
GBP |
GBP |
GBP |
Payables |
118,980 |
268,067 |
140,018 |
Land Owners Liability |
143,036 |
– |
154,403 |
Accruals and provision |
167,827 |
14,150 |
31,954 |
Total |
429,843 |
282,217 |
326,375 |
8. Creditors: Amounts falling after one year
BRUL, the Company’s subsidiary entered into an agreement for surface rights over the land in the mineral area of the licence. The land owners granted BRUL a 49 year lease over an area. The liability to the land owners is to be paid in 8 instalments on at defined dates with the final payment due in 2035.
|
6 months ended 31 Mar 2023 |
6 months ended 31 Mar 2022 |
12 Months ended 30 Sep 2022 |
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
GBP |
GBP |
GBP |
Total payable at the beginning of the period |
978,255 |
887,560 |
887,560 |
Change in estimate |
– |
– |
(51,316) |
Interest charged during the period |
23,010 |
21,975 |
45,916 |
Exchange loss on valuation |
(72,709) |
14,824 |
96,095 |
Total payable as at period end |
928,556 |
924,359 |
978,255 |
|
|
|
|
Analysis between current and non-current liability |
|
|
|
Payable within 12 months |
143,036 |
– |
154,403 |
Payable after 12 months |
785,520 |
924,359 |
823,852 |
|
928,556 |
924,359 |
978,255 |
The value of the lease is measured at the present value of the contractual payments due to the lessor
over the lease term, with the discount rate of 5%.
9. Loss per share
The calculation of the basic and diluted loss per share is based on the following data:
6 months ended 31 Mar 2023 |
6 months ended 31 Mar 2022 |
12 Months ended 30 Sep 2022 |
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
Earnings |
GBP |
GBP |
GBP |
Loss from continuing operations for the period attributable to the equity holders of the Group |
(478,269) |
(353,336) |
(1,085,474) |
Number of shares |
|||
Weighted average number of Ordinary Shares for the purpose of basic and diluted earnings per share |
|||
168,803,923 |
133,655,997 |
160,790,224 |
|
Basic and diluted loss per share (pence) |
(0.28) |
(0.27) |
(0.68) |
There are no potentially dilutive shares in issue.
10. Related party transactions
The are no related party transactions during the period except for the Directors’ remuneration, which have been disclosed in note 5.
Sam Quinn is a director and shareholder of the Company and a Director of Lionshead Consultants Limited. During the period, Lionshead Consultants Limited charged fees for consultancy fees of £18,000 (31 March 2022: £12,000 and 30 Sep 2022: £24,000).
11. Events after the reporting date
On 27 April 2023, the Company announced that it has managed to secure a strategic funding partner for the Orom-cross graphite project. The Development Finance Corporation engaged to fund 50% of the definitive feasibility study costs by way of a technical assistant grant. The DFC is the primary US Government finance institution set up to provide financially sound solutions for private sector initiatives pertaining to critical challenges facing the world.
On 18 May 2023 Blencowe Resources Plc announced that it had raised £635,000 at 5 pence per share through the issue of 12,700,000 new ordinary shares of 0.5p placing shares. The Company will issue investors in the Placing with 1 warrant per 2 Placing Shares (Investor Warrants”) which are exercisable at 8p for a period of 3 years from Admission of the Placing Shares.
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END
#KAV Kavango Resources PLC – Annual Financial Report Published
Kavango Resources plc (LSE:KAV) announces that the Annual Report and Accounts for the year ended 31 December 2022 is now available to download from the Company’s website:
http://www.kavangoresources.com/investor-relations/financial-reports
In accordance with DTR 6.3.5(1A), the unedited full text of the regulated information required to be made public under DTR 4.1 is contained within the 2022 Annual Report and Accounts which has been uploaded to the National Storage Mechanism and is available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Further information in respect of Kavango and its business interests is provided on the Company’s website at www.kavangoresources.com and on Twitter at #KAV.
For further information please contact:
Kavango Resources plc
Ben Turney
bturney@kavangoresources.com
First Equity (Broker)
+44 207 374 2212
Jason Robertson
#TEK Tek Capital PLC – Guident Portfolio Company Update
Tekcapital Plc (AIM: TEK), (OTCQB: TEKCF), the UK intellectual property investment group focused on transforming university technologies into valuable products that can improve people’s lives, is pleased to announce that Guident Ltd. (“Guident”) has executed a letter of intent with Auve Tech OÜ (“Auve Tech”) to provide remote monitoring and control (“RMCC”) services for Auve Tech’s autonomous vehicles.
By combining Auve Tech’s advanced Level 4 autonomous vehicles with Guident’s RMCC software, the two companies will bring an enhanced level of safety to self-driving technology. Guident’s patented software provides human-in-the-loop supervision, adding an extra layer of security to the Auve Tech’s new MiCa autonomous shuttle. The Auve Tech next-generation vehicle is capable of autonomous driving in a variety of traffic and weather conditions, making it an ideal solution for safe, reliable, and sustainable transportation in geofenced areas and mixed-traffic environments.
The companies’ plan to launch the Auve Tech MiCa autonomous vehicle combined with Guident’s RMCC software to customers in North America during the second half of 2023.
The Auve Tech autonomous shuttle is aimed at enhancing last-mile transportation offering alternative means of transport in geofenced areas and mixed-traffic environments. Auve Tech has demonstrated its technology in various commercial projects in 12 countries and has proven that its vehicles can provide real autonomous mobility.
“Collaboration is key to driving innovation and progress in the field of autonomous vehicles. We are pleased to have executed a letter of intent (LOI) with Guident to have them provide our autonomous vehicles with their RMCC and monitoring service,” said Johannes Mossov, Chairman of the Management Board of Auve Tech. “This will enable our SAE Level 4 autonomous vehicles to have state-of-the-art, remote monitoring and control upon delivery.”
“The partnership between Guident and Auve Tech represents a step forward in creating safer, smart, and sustainable transportation solutions for communities. We are excited to see the launch of the new MiCa autonomous vehicle with Guident’s RMCC software, which promises to deliver an added layer of safety and reliability in autonomous driving,“ said Harald Braun, Chairman & CEO of Guident Ltd.
|
The Market
According to Triton Market Research “the last mile AV autonomous vehicle delivery market is expected to reach $41.7 billion by 2028 with a CAGR of 19%. Contactless or “touch-free” delivery is in high demand since the COVID-19 pandemic, and Guident believes this increased demand will accelerate the roll-out of land-based delivery drones for pedestrians, food and medicines to improve their availability and reduce the costs of these deliveries.
About Guident
Guident commercializes new technology to enhance the safety, efficiency and utility of autonomous vehicles and ground-based drones using its proprietary IP & software apps for remote monitoring and control. To learn more please visit www.guident.co
About Auve Tech OÜ
Auve Tech specializes on the development and manufacturing of autonomous transportation systems. We offer a full-scope service that entails autonomous vehicles, their integration to various environments and fleet management. To learn more, please visit https://auve.tech/
About Tekcapital plc
Tekcapital creates value from investing in new, university-developed discoveries that can enhance people’s lives and provides a range of technology transfer services to help organisations evaluate and commercialise new technologies. Tekcapital is quoted on the AIM market of the London Stock Exchange (AIM: symbol TEK) and is headquartered in the UK. For more information, please visit www.tekcapital.com.
LEI: 213800GOJTOV19FIFZ85
Tekcapital owns 100% of the share capital of Guident Ltd.
For further information, please contact:
Tekcapital Plc |
Via Flagstaff |
|
Clifford M. Gross, Ph.D. |
||
SP Angel Corporate Finance LLP Nominated Adviser and Broker |
+44 (0) 20 3470 0470 |
|
Richard Morrison/Charlie Bouverat (Corporate Finance) Abigail Wayne / Rob Rees (Corporate Broking) |
||
Flagstaff Strategic and Investor Communications |
|
+44 (0) 20 7129 1474 |
Tim Thompson/Andrea Seymour/Fergus Mellon
#TEK Tek Capital PLC investee co #BELL Belluscura PLC – Placing of Unsecured Convertible Loan Notes
Belluscura plc (AIM: BELL), a leading medical device developer focused on lightweight and portable oxygen enrichment technology, today announces that it has raised approximately $5.0 million (£4.1 million) through the conditional issue of a 10% Unsecured Convertible Loan Notes 2026 (the “Placing Loan Notes”) (the “Placing”).
Dowgate Capital Limited (“Dowgate”) is acting as sole placing agent, bookrunner and broker in connection with the Placing a nd SPARK Advisory Partners Limited (“SPARK”) is acting as the Company’s nominated adviser.
Background to the Placing
The Company announced on 13 January 2023 that it has made considerable progress in the past year. In March 2022, the Company signed a manufacturing Master Supply Agreement (“MSA”) with InnoMax Medical Technology, Ltd (“InnoMax”) to manufacture the X-PLOR portable POC in China and took the decision to transfer its US manufacturing in-house, to increase production output at high quality standards, and achieve a significant reduction in production costs. This was successfully completed at the end of July 2022, simultaneously achieving ISO:13485 accreditation, which allows the Company to apply for international registrations.
The Company launched the next generation X-PLOR in September 2022, which has been well received by the market based upon its performance and reliability and is now distributing throughout the US through multiple sales channels. In addition, the collaboration agreement with the VGM Group has resulted in 17 new distribution agreements in the last three months, and in December 2022 the Company signed its first international distribution agreement with MedHealth Supplies of South Africa, with the first shipment selling out within 48 hours.
By 31 December 2022 the Company had shipped or received orders for 2,850 X-PLOR units with 1,226 units being shipped in 2022 (2021: 377). The Company stated that at the year-end it had retained cash balances of $1.8 million, which together with inventory and inventory deposits, amounted to $11.9 million.
The Company is pleased with the sales momentum of X-PLOR, aided by the InnoMax agreement in China, and the successful change of strategy to in-house manufacture which has resulted in improved quality controls. The expanded global operation and in-house manufacturing capability has led to a growth in inventory levels and therefore requires additional cash resources to finance raw materials. These inventory levels will see a significant downward trend over the next 12 months as the InnoMax operation comes fully on stream.
Further, in order for the Company to deliver on a successful launch of the DISCOV-R product, which is expected to be launched for pre-market evaluation in Q1 2023, with full commercialisation anticipated in Q2, the Board is seeking to raise a minimum of $5.0 million through the Placing Loan Notes. The Company has also issued a Broker Option to enable Dowgate to arrange the placing of further loan notes to raise up to an additional approximately $5.0m (the “Broker Option Loan Notes”), together with the Placing Loan Notes (the “Loan Notes”).
Placing of Loan Notes
Dowgate has conditionally placed $5.0 million (£4.1 million) of the Placing Loan Notes with a select group of investors, including certain existing Belluscura shareholders (“Shareholders”).
Pursuant to a placing agreement between the Company, SPARK and Dowgate dated 27 January 2023 (the “Placing Agreement”), Dowgate has conditionally agreed to use its reasonable endeavours to place $5.0 million (£4.1 million) of the Placing Loan Notes. The Placing is conditional, inter alia, upon passing certain resolutions (the “Resolutions”) that will be proposed at a shareholders’ meeting to be held on or around 16 February 2023 (the “General Meeting”).
The Placing is not being underwritten (in whole or in part) by Dowgate, SPARK or any other person.
Broker Option
Given that the Placing has not been offered on a pre-emptive basis and in order to accommodate potential additional demand for Loan Notes, the Company has granted the Broker Option to Dowgate to enable Dowgate to fulfil any additional requests to participate in the Placing, for up to a further approximately $5.0 million (£4.0 million). The Broker Option is exercisable by Dowgate at its absolute discretion, at any point up to 5.00pm on 9 February 2023 and there is no obligation on Dowgate to exercise the Broker Option or to seek to procure subscribers for any Broker Option Loan Notes pursuant to the Broker Option. Any Broker Option Loan Notes issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Placing Loan Notes.
The Placing and Broker Option (together the “Convertible Loan Note Financing”) when combined will, if the Broker Option is exercised in full, and assuming all interest on the Loan Notes is capitalised, result in the issue upon conversion of the Loan Notes up to 21,590,029 Belluscura new ordinary shares, representing approximately 14.9% of the enlarged issued share capital of the Company.
Terms of the Loan Notes
The key terms of the Loan Notes are:
Instrument 10% Convertible Unsecured Loan Notes 2026 constituted pursuant to a loan note instrument dated 27 January 2023 (the “Instrument”). The Loan notes will be transferable in accordance with the terms of the Instrument but will not be listed on a public market
Issue Price Loan Notes of £1.00 issued at par
Conversion Convertible into ordinary shares at a conversion price of 50 pence per share. Conversion at the holder’s election on the final business day of each quarter, commencing on 30 June 2023 and otherwise automatically at 3 years from the date of the Instrument (the “Maturity Date”)
Repayment On the Maturity Date, unless otherwise converted
Term Three years from date of issue. Loan Notes are not redeemable in cash, other than in exceptional circumstances, but are converted into ordinary shares in the capital of the Company on their Maturity Date in accordance with the terms of the Instrument.
Coupon 10% per annum, paid annually. The coupon to be paid in cash or capitalised at the Company’s discretion
Minimum size £1,000
Directors’ and connected party participation in the Placing
David Poutney and Adam Reynolds are Directors of the Company. Nigel Wray is a Substantial Shareholder (as defined by the AIM Rules). Each of David Poutney, Adam Reynolds and Nigel Wray have agreed that they will participate in the Placing as set out below.
Name |
Holding of Existing Ordinary Shares |
Current holding as percentage of Existing Ordinary Shares |
Placing Loan Notes Subscribed |
Number of Shares issued on Conversion of Loan Notes (in event of conversion)** |
David Poutney* |
12,455,731 |
10.1% |
£500,000 |
1,000,000 |
Adam Reynolds |
1,728,176 |
1.4% |
£25,000 |
50,000 |
Nigel Wray |
13,564,413 |
11.0% |
£500,000 |
1,000,000 |
* includes 2,658,314 Ordinary Shares held by Vivienne Poutney, Mr Poutney’s spouse.
** excluding any accrued interest on the Loan Notes that may be capitalised at the Company’s option
Related Party Transaction – participation in the Placing
As set out above Directors David Poutney and Adam Reynolds, and Substantial Shareholder Nigel Wray have agreed that they will participate in the Placing of the Loan Notes.
The participation in the Placing by each of David Poutney and Adam Reynolds constitute related party transactions under the AIM Rules for Companies. As such, David Poutney and Adam Reynolds are not considered independent for the purposes of AIM Rule 13 in relation to these related party transactions.
Robert Rauker, Anthony Dyer, Dr. Patrick Strollo and Richard Piper who are Directors of the Company, are considered independent in relation to the consideration of these related party transactions under AIM Rule 13.
Having consulted with SPARK, the Company’s nominated adviser, the Independent Directors consider that the terms of each of David Poutney’s and Adam Reynolds’ participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.
All the Directors are considered independent in relation to the consideration of the participation in the Placing by Nigel Wray.
Having consulted with SPARK, the Company’s nominated adviser, the Directors consider that the terms of Nigel Wray’s participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.
Related Party Transaction – Dowgate’s participation in the Placing Agreement
As set out above, certain Directors and a Substantial Shareholder have agreed to participate in the Placing. The proposed participation by these parties constitute related party transactions under Rule 13 of the AIM Rules.
David Poutney, a Non-Executive Director of the Company, is Chairman of, and a major shareholder in, Dowgate Group Limited (“Dowgate Group”) and Chief Executive of Dowgate, a wholly owned subsidiary of Dowgate Group. As set out above, Dowgate is party to the Placing Agreement, under which Dowgate will receive:
– a fee of £40,000;
– commission amounting to 5% of funds raised in the Placing*; and
– commission amounting to 5% of funds raised under the Broker Option*,
* excepting any subscriptions made by Directors
Entering into the Placing Agreement constitutes a related party transaction under the AIM Rules for Companies.
As David Poutney is not considered independent for the purposes of AIM Rule 13, Robert Rauker, Anthony Dyer, Dr. Patrick Strollo, Adam Reynolds and Richard Piper (the “Independent Directors”) have considered the terms of this related party transaction for the purposes of AIM Rule 13.
Having consulted with SPARK, the Company’s nominated adviser, the Independent Directors consider that the terms of the Placing Agreement are fair and reasonable insofar as shareholders are concerned.
Shareholders’ Meeting
The issue of the Loan Notes is conditional on the passing of certain resolutions (the “Resolutions”) that will be proposed at the General Meeting. The Resolutions will, inter alia, increase the current authority to disapplying the relevant statutory pre-emption rights in relation to the issue of new ordinary shares in the Company, sufficient to enable the conversion of the Loan Notes in full. The Resolutions will also seek an amendment to the Company’s Articles of Association to amend the restriction on the Company’s borrowing powers and align it with that of guidelines issued by The Investment Management Association. The amendments to the Articles of Association will allow the Company to incur borrowings up to an amount equal to two times its adjusted capital and reserves from time to time and, as a result, the Company will be permitted to issue the Loan Notes.
It is expected that, subject, inter alia, to approval by Shareholders of the Resolutions at the General Meeting the Loan Notes will be issued to placees on or around 17 February 2023.
A Circular and notice of the General Meeting are expected to be sent to Shareholders on or around 31 January 2023. Notice of the General Meeting will made available on the Company’s website: www.belluscura.com.
For the purposes of this announcement, a currency exchange rate of $1:£1.2375 has been used.
For further information please contact:
Belluscura plc |
Tel: +44 (0)20 3128 8100 |
Adam Reynolds, Chairman Robert Rauker, Chief Executive Officer Anthony Dyer, Chief Financial Officer |
|
|
|
SPARK Advisory Partners Limited Nominated Adviser |
Tel: +44 (0)20 3368 3550 |
Neil Baldwin |
|
|
|
Dowgate Capital Limited Broker and Bookrunner |
Tel: +44 (0)20 3903 7715 |
James Serjeant / Russell Cook |
|
|
|
MHP Financial PR & Investor Relations |
Tel: +44 (0)20 3128 8100 |
Katie Hunt/Peter Lambie/ Matthew Taylor |
email: Belluscura@mhpgroup.com |
#KAV Kavango Resources Plc – KCB – Drilling to restart at PL082
Botswana focussed metals exploration company Kavango Resources plc (LSE:KAV) (“Kavango”) is pleased to announce that drilling is about to restart on the Company’s Kalahari Copper Belt (“KCB”) project area following a scheduled summer break.
HIGHLIGHTS
– Hole KCBRD006
o Kavango will recommence drilling on the sixth and final hole in the current drilling programme on prospecting licence (“PL”) PL082/2018 this weekend
o Upon completion, the Company expects to have drilled around 1,640m in the programme, exceeding its original guidance
– KCBRD006 is targeting a major stratigraphic structure identified by its Controlled-Source Audio MagnetoTelluric (“CSAMT”) surveying
o Kavango has interpreted the CSAMT data as indicating the presence of a D’Kar/Ngwako Pan horizon contact. This is the primary control for economic copper/silver mineralisation in the KCB
§ The Company’s analysis identifies this as a continuation of the horizon hosting Sandfire Resources’ (ASX:SFR) neighbouring Kronos copper target zone
o Physical confirmation of the contact’s presence will validate the Company’s use of CSAMT as a KCB exploration tool
Ben Turney, Chief Executive Officer of Kavango Resources, commented: “Through our innovative use of CSAMT, Kavango has identified major structures for the first time on our KCB licences. Our ongoing drill programme has subsequently confirmed these to be associated with deformation, fluid flow, and alteration. This could be a game changer in exploration for a new generation of drill targets on the KCB. Given the large size of our KCB licence package, Kavango is currently working to optimise and prioritise these. Our COO Brett Grist is presently in Botswana with our senior consultants, the results of which work are expected to refine our 2023 KCB exploration strategy.”
KCBRD006 details
Kavango began drilling KCBRD006 in December 2022 and following a scheduled break in its ongoing PL082/2018 drilling campaign is about to continue the hole to completion. The Company expects to have drilled approximately 1,640m over six holes once the hole completes, exceeding the 1,250m it originally planned (announced >>> 11 October 2022). To date, 1,211.97m have been drilled.
Kavango is using KCBRD006 to target a D’Kar/Ngwako Pan horizon contact interpreted from the inversion results of its Line 4A CSAMT survey on PL082/2018 (announced >>> 16 December 2022) , and from a survey on Line 6A.
Line 4A was extended beyond the licence boundary to the southeast and onto ground held by Sandfire Resources (ASX:SFR). This ground hosts the Kronos copper target zone (“Kronos”), which is known to lie at a D’Kar/Ngwako Pan horizon.
Kavango’s interpretation of the inversion shows that the horizon hosting Kronos extends over the licence boundary and across PL082/2018 as a syncline. With KCBRD006, the Company is testing for favourable host geology associated with resistivity highs related to this interpreted Ngwako Pan horizon.
KCBRD006 is being drilled on the northwest edge of PL082/2018, which the Company has interpreted as a limb of the syncline where it rises towards the surface. Targeting the horizon on its shallowest interpreted zone enables Kavango to physically confirm its presence in the quickest and most cost-effective way possible.
Kavango commenced KCBRD006 using the Reverse Circulation (“RC”) technique with a multi-purpose rig. This approach permits a cost-effective start to drilling the hole. Drilling is being completed using the Diamond Core technique to provide a higher quality of data for analysis.
KCBRD006 is being drilled approximately 250m to the south-southwest of the last hole in Kavango’s PL082/2018 drill programme, KCBRD005. This was the first hole to be targeted principally using CSAMT and encountered an intense zone of brecciation and shearing intermittently from 379m to the end of hole at 497.55m. Kavango drilled to the end of the brecciated zone to act as a control for future use and interpretation of CSAMT.
Figure 1: Highly sheared core from bottom of hole KCBRD005; this coincides with the deformed zone seen on the CSAMT
This brecciation coincides with a steeply south-southeast dipping structure interpreted from the CSAMT inversions as a ‘strain breccia zone’, partially validating the CSAMT method in this part of the KCB.
Alteration fluids can pass through brecciated zones and deposit metal ions. When this takes place in the vicinity of the favourable Ngwako/D’Kar Pan contact, these ions can accumulate and form deposits due to reductive conditions.
Kavango will publish full drill results at the end of the campaign, once all data has been processed.
Further information in respect of the Company and its business interests is provided on the Company’s website at www.kavangoresources.com and on Twitter at #KAV.
For further information please contact:
Kavango Resources plc
Ben Turney
bturney@kavangoresources.com
First Equity (Broker)
+44 207 374 2212
Jason Robertson
Kavango Competent Person Statement
The technical information contained in this announcement pertaining to geology and exploration have been read and approved by Brett Grist BSc(Hons) FAusIMM (CP). Mr Grist is a Fellow of the Australasian Institute of Mining and Metallurgy with Chartered Professional status. Mr Grist has sufficient experience that is relevant to the exploration programmes and geology of the main styles of mineralisation and deposit types under consideration to act as a Qualified Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.
The technical information contained in this announcement pertaining to geophysics have been read and approved by Mr. Jeremy S. Brett, M.Sc., P.Geo., Senior Geophysical Consultant, Jeremy S. Brett International Consulting Ltd. in Toronto, Canada. Mr. Brett is a member of the Professional Geoscientists of Ontario, the Prospectors and Developers Association of Canada, the Canadian Exploration Geophysical Society, and the Society of Economic Geologists. Mr. Brett has sufficient experience that is relevant to geophysics applied to the styles of mineralisation and types of deposits under consideration to act as a Qualified Person as defined under the Canadian National Instrument 43-101, Standards of Disclosure for Mineral Projects.