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#TYM Tertiary Minerals – Results of AGM
28th January 2022 / Leave a comment
Tertiary Minerals plc (LON: TYM), the AIM traded mineral exploration and development company, whose focus is on energy transition and precious metals, held its Annual General Meeting (“AGM”) today and is pleased to announce that all resolutions were duly passed.
The following proxy votes were received in respect of the resolutions. Votes withheld are not counted in a poll.
1. Ordinary Resolution: To receive the Accounts and Reports of the Directors and of the Auditors |
||||||
Votes For |
% of votes cast |
Against |
% of votes cast |
At holders’ discretion |
% of votes cast |
No. Withheld |
52,675,242 |
99.05 |
505,001 |
0.95 |
0 |
0 |
3,401,793 |
2. Ordinary Resolution: To elect Mr P B Cullen as a director |
||||||
Votes For |
% of votes cast |
Against |
% of votes cast |
At holders’ discretion |
% of votes cast |
No. Withheld |
49,641,060 |
89.98 |
4,528,743 |
8.21 |
1,000,000 |
1.81 |
1,412,233 |
3. Ordinary Resolution: To elect Dr M G Armitage as a director |
||||||
Votes For |
% of votes cast |
Against |
% of votes cast |
At holders’ discretion |
% of votes cast |
No. Withheld |
49,641,060 |
89.98 |
4,528,743 |
8.21 |
1,000,000 |
1.81 |
1,412,233 |
4. Ordinary Resolution: To reappoint Crowe U.K. LLP as Auditor of the Company |
||||||
Votes For |
% of votes cast |
Against |
% of votes cast |
At holders’ discretion |
% of votes cast |
No. Withheld |
51,375,242 |
92.61 |
3,098,639 |
5.59 |
1,000,000 |
1.80 |
1,108,155 |
5. Ordinary Resolution: To authorise the directors to allot shares |
||||||
Votes For |
% of votes cast |
Against |
% of votes cast |
At holders’ discretion |
% of votes cast |
No. Withheld |
44,455,976 |
80.15 |
10,013,827 |
18.05 |
1,000,000 |
1.80 |
1,112,233 |
6. Special Resolution: To approve dis-application of pre-emption rights |
||||||
Votes For |
% of votes cast |
Against |
% of votes cast |
At holders’ discretion |
% of votes cast |
No. Withheld |
44,355,976 |
79.97 |
10,113,827 |
18.23 |
1,000,000 |
1.80 |
1,112,233 |
For more information please contact:
Tertiary Minerals plc: |
||
Patrick Cullen, Managing Director |
+44 (0) 1625 838 679 |
|
SP Angel Corporate Finance LLP – Nominated Adviser and Broker |
||
Richard Morrison |
+44 (0) 203 470 0470 |
|
Caroline Rowe |
||
Peterhouse Capital Limited – Joint Broker |
||
Lucy Williams |
+ 44 (0) 207 469 0930 |
|
Duncan Vasey |
||
#TYM Tertiary Minerals – Annual Report & Notice of Annual General Meeting
20th December 2021 / Leave a comment
Tertiary Minerals plc announces that the Annual Report and Accounts for the year ended 30 September 2021 (“Annual Report”) and the Notice of the 2022 Annual General Meeting (“Notice”) have now been published on the Company’s website at:
https://www.tertiaryminerals.com/financial-reports
A letter or email, depending on individual preference, has been sent to registered shareholders to notify them of the publication of the Annual Report and Notice.
The 2022 Annual General Meeting has been convened for 10.00 a.m. on 28 January 2022 at Arundel House, 6 Temple Place, London WC2R 2PG.
For more information please contact:
Tertiary Minerals plc: |
||
Patrick Cullen, Managing Director |
+44 (0) 1625 838 679 |
|
SP Angel Corporate Finance LLP Nominated Adviser and Broker |
||
Richard Morrison |
+44 (0) 203 470 0470 |
|
Caroline Rowe |
||
Peterhouse Capital Limited Joint Broker |
||
Lucy Williams |
+ 44 (0) 207 469 0930 |
|
Duncan Vasey |
#KAV Kavango Resources – Interim Results
30th September 2021 / Leave a comment
Kavango Resources plc, an exploration company targeting the discovery of world class mineral deposits in Botswana, is pleased to announce its unaudited financial results for the six months ended 30 June 2021.
SUMMARY
· Issue of 69,776,784 ordinary shares (Note 5)
· Expenditure in Botswana on exploration of US$512,000 (Note 4)
· Operating loss of US$776,000 (2020 – US$254,000)
The Chairman’s Statement and Interim Results are set out in the following pages.
Contacts
Kavango Resources plc |
|
Ben Turney |
+46 7697 406 06 |
|
|
|
|
First Equity |
|
Jason Robertson |
+44 207 374 2212 |
|
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SI Capital Limited (Broker) |
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Nick Emerson/Alan Gunn |
+44 1483 413500 |
INTERIM MANAGEMENT REPORT 30 JUNE 2021
We’ve taken great strides during the first half of 2021 to realise our ambition of becoming one of Botswana’s leading minerals exploration companies.
Having raised £2million in a placing in November 2020 through our joint brokers, First Equity Ltd and SI Capital Ltd, Kavango entered 2021 in good financial shape.
On 11 January 2021, I joined the board as Non-Executive Chairman together with Ben Turney, who joined as Executive Director. Ben subsequently became CEO on 22 June 2021. I would like to thank our former CEO Michael Foster for the role he played in bringing Kavango to market and guiding the Company through its start-up phase. Michael remains as a Non-Executive Director.
I am pleased to report that Ben and I have quickly developed an effective working relationship. I have been impressed at the dynamic leadership he has injected into the business at all levels, from building strong commercial relationships and raising money to coordinating our investor relations, improving our operations and recruiting key personnel. Based on our experience so far, I believe that we have complementary skills that bring the right balance to Kavango’s board.
The first six months of 2021 have essentially been a period of transition for the Company, as it moves from its start-up phase to a fully operational enterprise, and while there have inevitably been growing pains, I am confident (particularly following recent senior appointments in Botswana after the period end, as announced on 22 September 2021) we are continuing to build the right leadership team in place to maximise Kavango’s chances of future success. We continue to look to identify the right individuals, at all levels of the group, who can help us grow the group, deliver value to our shareholders and play a positive and responsible role in the wider communities in which we operate.
Before reviewing our operations, I would also like to take the opportunity to thank Mike Moles and Hillary Gumbo for all they have done for Kavango. As the Company’s co-founders, it was their original vision that brought us all here. Their technical expertise and knowledge are a significant boon to Kavango. In a long overdue move, Hillary joined the Kavango board on 28 May.
Operationally, Kavango has accelerated exploration across all three of its project areas.
In the Kalahari Suture Zone (“KSZ”), we are pioneering the deployment of modern remote sensing technology in our search for large-scale copper, nickel and platinum group element deposits. Specifically, we have sought to develop a geophysics-led exploration method that combines Airborne Electromagnetic (“AEM”) surveys, with ground-based Time Domain Electromagnetic (“TDEM”) surveys and other surveying methods. The goal was to identify priority targets, which we could then test with drilling to attempt to confirm the KSZ’s potential as a system to host large-scale nickel, copper and platinum group element deposits.
To this end, on 20 April 2021, we secured a strategic partnership with Spectral Geophysics (“Spectral”), one of southern Africa’s leading experts in the deployment of geophysical surveying. Cas Lotter, Spectral’s CEO, has been an excellent partner to Kavango. We have benefitted a great deal both from the technology he can put into the field as well as the deep level of his experience and understanding of conducting exploration under the Kalahari Sands. We are looking forward to Cas and his team continuing to play a significant role in our work in the KSZ.
Following identification of the first TDEM targets, we moved quickly to organise our first drill campaign since 2019. We appointed Mindea Exploration and Drilling Services (Pty) (“Mindea”), a company operated under the Botswana Citizen Economic Empowerment Policy, to conduct the drill campaign on Kavango’s behalf. Mindea was set up by Equity Drilling Limited, which remains a 49% shareholder in Mindea. Ben has been developing a strong working relationship with Equity Drilling/Mindea and commercial discussions are ongoing about the establishment of a strategic drilling joint venture.
Drilling in the KSZ is a significant engineering challenge. A number of historic exploration holes were forced to stop early because of poor ground conditions. We have been extremely fortunate to have a partner as technically skilled as Mindea/Equity Drilling. Maintaining a borehole’s integrity through Kalahari sands and loose sediments is difficult. The fact that, as of writing, Kavango has successfully drilled two deep holes into the KSZ is a major achievement for a company of our size, and we are pleased to acknowledge the expertise of Mindea/Equity Drilling in this regard.
A great deal of testing remains to be done on the drill core, but we now expect the data gathered from our first two holes in the KSZ will guide our future exploration strategy in the region. Our geologists are particularly heartened by what they have seen in their visual inspections of core from the Proterozoic gabbros. The prospectivity of the Proterozoic has long been recognised, but we intercepted it at what we believe are the shallowest depths ever encountered in the northern (Hukuntsi) section. Now, with two distinct exploration horizons to go for (Karoo and Proterozoic), it feels like we may be making tangible progress in unlocking this region’s potential.
Although much of our operational focus has been on the KSZ, we have also continued to make progress in the Kalahari Copper Belt (“KCB”). Here we have two Joint Ventures; one with Power Metal Resources PLC (LSE: POW) and one with Botswana-based LVR GeoExplorers (Pty) Ltd.
Unlike in the KSZ, where Kavango is pioneering modern exploration techniques, in the KCB the exploration model is much more tried and tested.
In February we flew Airborne Electromagnetic (“AEM”) surveys over both JV target areas. AEM surveys have been one of the most successful exploration methods used in the KCB. We were pleased to report the results of these surveys in March and to have identified well-defined targets for further exploration, which were coincidental with the regional geology.
Also, in March we announced a significant increase to our land holding in the KCB in the Power Metal JV (which is called Kanye Resources), through the acquisition of 8 new prospecting licences (“PLs”). We completed the acquisition of these PLs in early August.
Meanwhile, Kavango has continued work on the ground across its licence areas in the KCB. The Company has commissioned an independent evaluation programme of the company’s soil sampling surveys, with the aim of refining and maximising its methodology.
We are also currently waiting for the government approval of our KCB Environmental Management Plan, which is a prerequisite to be able to undertake drilling in the districts of Botswana that host our principal exploration prospects. We expect this should be awarded in early Q4 of this year.
Finally, at our rare earth elements project at Ditau, which forms part of the Kanye Resources JV with POW, we have continued our exploration work. At the start of January, we initiated orientation work using geophysical and geochemical surveys, which culminated with an announcement in early July that we had identified a number of drill targets. Ditau is covered by our KSZ EMP, and we expect to undertake limited drilling here later in 2021.
Responsibility Statement
We confirm that to the best of our knowledge:
– The Interim Report has been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting, as endorsed for use in the United Kingdom;
– Gives a true and fair value of the assets, liabilities, financial position and Loss of the Group;
– The Interim Report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the set of interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year and
– The Interim Report includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.
The Interim Report was approved by the Board of Directors and the above responsibility statement was signed on its behalf by
David Smith, Chairman
30 September 2021
Forward looking statement
Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ”believe”, ”could”, “should” ”envisage”, ”estimate”, ”intend”, ”may”, ”plan”, ”will” or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors’ current expectations and assumptions regarding the Company’s future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities.
Such forward looking statements reflect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward looking statements.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Group Statement of Comprehensive Income for the Interim Period Ended 30 June 2021
|
Notes |
Six months to June 2021 |
Six months to June 2020 |
Year ended December 2020 |
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
$ 000’s |
$ 000’s |
$ 000’s |
|
|
|
|
|
Administrative expenses |
|
(776) |
(254) |
(605) |
Prospectus costs |
|
– |
– |
(95) |
Other losses |
|
– |
– |
(8) |
|
|
|
|
|
Operating loss |
|
(776) |
(254) |
(708) |
|
|
|
|
|
Net finance costs |
|
– |
– |
– |
|
|
|
|
|
Loss before tax |
|
(776) |
(254) |
(708) |
|
|
|
|
|
Income tax expense |
|
– |
– |
– |
Loss for the period from continuing operations |
|
(776) |
(254) |
(708) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income / (expense) |
|
|
|
|
Items that may be reclassified subsequently to profit or loss: |
|
|
|
|
Currency translation differences |
|
164 |
(351) |
– |
Other comprehensive income / (expense) for the period, net of tax |
|
164 |
(351) |
– |
|
|
|
|
|
Total comprehensive expenses for the period |
|
(612) |
(605) |
(708) |
|
|
|
|
|
|
|
|
|
|
Loss per share from continuing and discontinued operations |
|
|
|
|
attributable to the owners of the parent during the period |
|
|
|
|
(expressed in dollars per share) |
|
|
|
|
– Basic and diluted |
3 |
$ (0.23) |
$ (0.147) |
$ (0.37) |
Group Statement of Financial Position as at 30 June 2021
|
|
As at |
As at |
As at |
|
|
30 June |
30 June |
31 December |
|
Notes |
2021 |
2020 |
2020 |
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
$ 000’s |
$ 000’s |
$ 000’s |
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant & equipment |
|
113 |
53 |
48 |
Intangible assets |
4 |
2,596 |
2,249 |
2,082 |
Investment in joint ventures |
|
348 |
– |
325 |
Financial assets |
|
55 |
– |
55 |
|
|
|
|
|
Total non-current assets |
|
3,112 |
2,302 |
2,510 |
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
512 |
223 |
133 |
Financial assets |
|
183 |
– |
234 |
Cash & cash equivalents |
|
2,194 |
267 |
2,192 |
|
|
|
|
|
Total current assets |
|
2,889 |
490 |
2,559 |
|
|
|
|
|
TOTAL ASSETS |
|
6,001 |
2,792 |
5,069 |
|
|
|
|
|
LIABILITIES |
|
|
|
|
Current liabilities |
|
|
|
|
Convertible loan note |
|
– |
308 |
– |
Trade and other payables |
|
243 |
83 |
79 |
|
|
|
|
|
TOTAL LIABILITIES |
|
243 |
391 |
79 |
|
|
|
|
|
NET ASSETS |
|
5,758 |
2,401 |
4,990 |
|
|
|
|
|
SHAREHOLDERS’ EQUITY |
|
|
|
|
Share capital |
5 |
486 |
240 |
390 |
Share premium |
|
9,545 |
6,084 |
8,272 |
Share option reserve |
|
288 |
289 |
277 |
Warrant reserve |
|
404 |
– |
404 |
Reorganisation reserve |
|
(1,591) |
(1,591) |
(1,591) |
Foreign exchange reserve |
|
(7) |
(484) |
(171) |
Retained earnings |
|
(3,367) |
(2,137) |
(2,591) |
|
|
|
|
|
TOTAL EQUITY |
|
5,758 |
2,401 |
4,990 |
Group Statement of Changes in Equity for the Interim Period Ended 30 June 2021
|
Share capital |
Share premium |
Reorganisation reserve |
Share based payment reserve |
Warrant Reserve |
Exchange Reserve |
Retained deficit |
Total equity |
|
$ 000’s |
$ 000’s |
$ 000’s |
$ 000’s |
$000’s |
$ 000’s |
$ 000’s |
$ 000’s |
At 01 January 2020 |
207 |
5,867 |
(1,591) |
246 |
– |
(133) |
– |
2,713 |
Loss for the period |
– |
– |
– |
– |
– |
– |
(254) |
(254) |
Total other comprehensive expenses |
– |
– |
– |
– |
– |
(351) |
– |
(351) |
Total comprehensive expense for the period |
– |
– |
– |
– |
– |
– |
– |
(605) |
Issue of ordinary shares |
33 |
217 |
– |
– |
– |
– |
– |
250 |
Cost of share issues |
– |
– |
– |
– |
– |
– |
– |
– |
Share-based payments |
– |
– |
– |
42 |
– |
– |
– |
42 |
|
33 |
217 |
– |
42 |
– |
– |
– |
292 |
|
|
|
|
|
|
|
|
|
As at 30 June 2020 |
240 |
6,084 |
(1,591) |
289 |
– |
(484) |
(2,137) |
2,401 |
|
|
|
|
|
|
|
|
|
Balance at 01 July 2020 |
240 |
6,084 |
(1,591) |
289 |
– |
(484) |
(2,137) |
2,401 |
|
|
|
|
|
|
|
|
|
Loss for the period |
– |
– |
– |
– |
– |
– |
(454) |
(454) |
Total other comprehensive income |
– |
– |
– |
– |
– |
313 |
– |
313 |
Total comprehensive income for the period |
– |
– |
– |
– |
– |
313 |
(454) |
(141) |
|
|
|
|
|
|
|
|
|
Issue of ordinary shares |
150 |
2,188 |
– |
– |
– |
– |
– |
2,338 |
Share options granted |
– |
– |
– |
(12) |
– |
– |
– |
(12) |
Warrants issued |
– |
– |
– |
– |
404 |
– |
– |
404 |
|
150 |
2,188 |
– |
(12) |
404 |
– |
– |
2,730 |
|
|
|
|
|
|
|
|
|
As at 31 December 2020 |
390 |
8,272 |
(1,591) |
277 |
404 |
(171) |
(2,591) |
4,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 01 January 2021 |
390 |
8,272 |
(1,591) |
277 |
404 |
(171) |
(2,591) |
4,990 |
Loss for the period |
– |
– |
– |
– |
– |
– |
(776) |
(776) |
Total other comprehensive income |
– |
– |
– |
– |
– |
164 |
– |
164 |
Total Comprehensive Income for Period |
– |
– |
– |
– |
– |
164 |
(776) |
(612) |
|
|
|
|
|
|
|
|
|
Issue of ordinary shares |
96 |
1,273 |
– |
– |
– |
– |
– |
1,369 |
Cost of share issues |
– |
– |
– |
– |
– |
– |
– |
– |
Share-based payments |
– |
– |
– |
11 |
– |
– |
– |
11 |
|
96 |
1.273 |
– |
11 |
– |
– |
– |
1,380 |
|
|
|
|
|
|
|
|
|
As at 30 June 2021 |
486 |
9,545 |
(1,591) |
288 |
404 |
(7) |
(3,367) |
5,758 |
Group Cash Flow Statement for the Interim Period Ended 30 June 2021
|
|
Six Months to |
Six Months to |
Year to |
|
|
30 June |
30 June |
31 December |
|
|
2021 |
2020 |
2020 |
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
$ 000’s |
$ 000’s |
$ 000’s |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
(Loss) before tax |
|
(776) |
(254) |
(708) |
Adjustments for: |
|
|
|
|
Fair value adjustments |
|
51 |
– |
8 |
Depreciation |
|
– |
– |
21 |
Prospectus costs |
|
– |
– |
96 |
Fees settles in shares |
|
– |
– |
131 |
Share based payment expense |
|
11 |
43 |
31 |
Forex |
|
139 |
(23) |
(350) |
|
|
|
|
|
Operating loss before changes in working capital |
|
(575) |
(234) |
(771) |
|
|
|
|
|
|
|
|
|
|
(Increase)/decrease in trade and other receivables |
|
(4,808) |
2 |
91 |
(Decrease)/increase in current liabilities |
|
4,594 |
(56) |
(60) |
Net cash used in operating activities |
|
(789) |
(288) |
(740) |
|
|
|
|
|
Cash flows used in investing activities |
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment |
|
(65) |
(1) |
(30) |
Investment in financial assets through P&L |
|
– |
– |
(55) |
Purchase of intangibles |
|
(512) |
(126) |
(383) |
Proceeds from investment disposals |
|
– |
– |
385 |
|
|
|
|
|
Net cash used in investing activities |
|
(577) |
(127) |
(83) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
Proceeds from issue of share capital, net of issue costs |
|
1,368 |
250 |
2,868 |
Convertible loan notes |
|
– |
308 |
209 |
Net cash inflow from financing activities |
|
1,368 |
558 |
3,077 |
|
|
|
– |
|
Net (decrease)/increase in cash and cash equivalents |
|
1 |
143 |
2,254 |
Cash and cash equivalents at beginning of period |
|
2,192 |
124 |
124 |
Cash and cash equivalents at end of period |
|
2,194 |
267 |
2,378 |
NOTES TO THE INTERIM REPORT FOR SIX MONTHS ENDED 30 JUNE 2021
1. Basis of preparation
The condensed consolidated interim financial statements have been prepared under the historical cost convention and on a going concern basis and in accordance with International Financial Reporting Standards, International Accounting Standards and IFRIC interpretations endorsed for use in the United Kingdom (“IFRS”).
The condensed consolidated interim financial statements contained in this document do not constitute statutory accounts. In the opinion of the directors, the condensed consolidated interim financial statements for this period fairly presents the financial position, result of operations and cash flows for this period.
The Board of Directors approved this Interim Financial Report on 30 September 2021.
Statement of compliance
The Interim Report includes the consolidated interim financial statements which have been prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’. The condensed interim financial statements should be read in conjunction with the annual financial statements for the period ended 31 December 2020, which have been prepared in accordance with IFRS endorsed for use in the United Kingdom.
Accounting policies
The condensed consolidated interim financial statements for the period ended 30 June 2021 have not been audited or reviewed in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board. The figures were prepared using applicable accounting policies and practices consistent with those adopted in the statutory annual financial statements for the year ended 31 December 2020. There have been no new accounting policies adopted since 31 December 2020.
Going Concern
The condensed consolidated interim financial statements have been prepared on a going concern basis. Although the Group’s assets are not generating revenue and an operating loss has been reported, the Directors have concluded that the Company has funds to meet its immediate working capital requirements and that during the next 12 months from the date of the interim financial statements the Company will need to raise funds to meet its planned exploration expenditures.
2. Financial risk management and financial instruments
Risks and uncertainties
The Board continually assesses and monitors the key risks of the business. The key risks that could affect the Group’s medium-term performance and the factors that mitigate those risks have not substantially changed from those set out in the Group’s 2020 Annual Report and Financial Statements, a copy of which is available from the Group’s website: www.kavangoresources.com. The key financial risks are market risk (including currency risk), credit risk and liquidity.
3. Loss per share
The calculation of earnings per share is based on the loss attributable to equity holders divided by the weighted average number of shares in issue during the period.
|
Six Months to |
Six Months to |
Year to |
|
30 June |
30 June |
31 December |
|
2021 |
2020 |
2020 |
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
$ 000’s |
$ 000’s |
$ 000’s |
|
|
|
|
Net loss after tax |
(776) |
(254) |
(708) |
Weighted average number of ordinary shares used in calculating basic loss per share (000’s) |
333,580 |
172,309 |
192,166 |
Basic & diluted loss per share (cent) |
(0.23) |
(0.15) |
(0.37) |
Any share options would result in a decrease in the earnings per share; they are considered to be anti-dilutive, and as such, a diluted loss per share is not included.
4. Intangible assets
Group |
30-June |
30-June |
31-Dec |
Evaluation and Exploration Assets – Cost and net book value |
2021 |
2020 |
2020 |
US$000s |
US$000s |
US$000s |
|
At period start |
2,082 |
2,445 |
2,445 |
Additions |
512 |
126 |
331 |
Transferred to Kanye Resources (Pty) Ltd |
– |
– |
(691) |
Reclassification |
– |
– |
(55) |
Translation difference |
3 |
(322) |
52 |
At period end |
2,597 |
2,249 |
2,082 |
The Group’s intangible assets are comprised of Evaluation and Exploration assets in respect of the licences in Botswana.
During the period US$512,000 (2020: US$126,000) of exploration expenses were capitalised by the Group.
The Directors have undertaken a review to assess whether circumstances exist which could indicate the existence of impairment as follows:
• The Group no longer has title to mineral leases.
• A decision has been taken by the Board to discontinue exploration due to the absence of a commercial level of reserves.
• Sufficient data exists to indicate that the costs incurred will not be fully recovered from future development and participation.
The directors have also taken into consideration the content of the Competent Person’s Report which is available at the Group’s website.
Following their review, the Directors are of the opinion that no impairment charge is necessary.
5. Share capital
The authorised share capital of the Company and the called up and fully paid amounts at 30 June 2021 were as follows:
A) Authorised |
|
|
Unlimited Ordinary shares stated value £ 0.001
There were no changes during the period |
|
|
|
|
|
B) Called up, allotted, issued and fully paid |
Number of shares |
Nominal value US$ |
As at 1 January 2021 |
295,291,264 |
390 |
Shares issued during the period |
69,776,784 |
96 |
As at 30 June 2021 |
365,068,048 |
486 |
6. Post balance sheet events
In July 2021, the company placed 36,363,638 new ordinary shares were issued at a price of 5.5 pence, raising gross funds of US$2,738,000 (£2,000,000). A one-for-one warrant was issued to all placing participants, exercisable at 8.5 pence per shares for a period of two years. Ben Turney and Mike Moles, Directors of the Company, participated in the subscription and also received one-for-one warrants on the same terms as above, subject to certain acceleration clauses.
In August 2021, Kanye Resources (joint venture held 50/50 with Power Metal Resources plc), completed the acquisition of the 8 new prospecting licences, representing a significant expansion of Kanye’s exploration footprint in the highly prospective Kalahari Copper Belt.
In August 2021, 6,000,000 share options were granted to the senior team in Botswana, 4,500,000 share options were granted to Ben Turney, CEO, and 1,000,000 share options were granted to Hillary Gumbo, Director.
7. Other matters
The condensed consolidated interim financial statements set out above do not constitute the Group’s statutory accounts for the period ended 31 December 2021 or for earlier periods but are derived from those accounts where applicable.
A copy of these interim financial statements is available on Kavango’s website:
MetalNRG PLC (MNRG) – Half-year Report
29th September 2021 / Leave a comment
Unaudited Interim Results to 30 June 2021
Operational Highlights:
Key operational milestones achieved during the period:
The Company has and continues to assess a number of projects that meet its investment criteria.
At the beginning of the financial year, we considered an acquisition of Lake Victoria Gold Ltd (“LVG”), however the Board decided not to proceed as certain conditions on the properties in Tanzania were not as reported by LVG. We spent significant time and effort on the due diligence, and we supported LVG financially which has been converted into equity in LVG.
MetalNRG completed a transaction for a distressed UK onshore Oil & Gas company with operating and exploration licenses. A Special Purpose Vehicle, BritNRG, was set up to complete the transaction. Operational work on site has progressed and 100-day operational plan implemented, setting the company up on a more secure operational footing.
Work at our Goldridge gold project in Arizona has also progressed well. In the early part of the year SRK Consulting completed a Competent Person’s Report update on the asset. The CPR was an input document to the prospectus the Company completed in May. In the report SRK pointed out that in addition to the old waste dumps and pillars left behind by previous operators, there appears to be an opportunity to explore in more detail the connectivity between the previously producing gold mines to get a detailed understanding of the geological structure on the property. Work has progressed in this direction and the initial findings are encouraging.
During the first part of the year, MetalNRG announced a partnership agreement with EQTEC plc, an AIM listed world leading gasification technology solutions company focused on waste to sustainable energy projects. The purpose of the partnership as announced to market is to seek “shovel ready” green sustainable waste to energy projects that offer financial upside.
In partnership with EQTEC plc, MetalNRG announced its participation in the acquisition and planned recommissioning of a 1MW waste-to-energy plant in Italy. Originally commissioned in 2015, the plant was built around EQTEC’s proprietary and patented Advanced Gasification Technology.
MetalNRG joined a consortium led by EQTEC to repower, own and operate the biomass-to- energy p lant (the “Plant”) in Castiglione d’Orcia, Tuscany, Italy. Once operational, it is intended that the plant will transform straw and forestry wood waste from local farms and forests into green electricity and heat for use in the local community.
The Company continues to support IMC which has a Uranium project in Kyrgyzstan which is currently on hold due to that Government’s current ban on the exploitation of uranium in the country.
Corporate Development
The Company will continue to seek additional projects that meet its set investment criteria. The intention is specifically to seek opportunities where we can deliver early positive cash flows from an asset and, where the cash generated from the operations allows us, explore and develop each particular project further. We expect announcements in the very near future on further developments.
Financial Review
MetalNRG reported an unaudited operating loss for the six months period ended 30 June 2021 of £890,354 (six months period to 30 June 2020: an unaudited operating loss of £386,304). Basic and diluted loss per share for the period was 0.14p and 0.08p respectively (six months period to 30 June 2020: Basic loss per share was 0.11p and diluted loss per share was 0.08p).
Outlook
A number of projects have been evaluated and good progress has been made to date. We expect further announcements will be made to update the market on any concrete achievements.
Responsibility Statement
We confirm that to the best of our knowledge:
· The interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as adopted by the EU;
· The interim financial statements give a true and fair view of the assets, liabilities, financial position and loss of the Group;
· The interim report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the interim financial information, and a description of the principal risks and uncertainties for the remaining six months of the year; and
· The interim financial information includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.
Consolidated Income Statement
|
|
|
6 months to 30 June 2021 |
|
6 months to 30 June 2020 |
|
Year ended 31 December 2020 |
|
|
|
Unaudited £ |
|
Unaudited £ |
|
Audited £ |
Revenue |
|
|
38,422 |
|
– |
|
– |
Cost of sales |
|
|
(29,320) |
|
– |
|
– |
Gross profit |
|
|
9,102 |
|
– |
|
– |
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
(642,837) |
|
(405,647) |
|
(829,267) |
Other operating income |
|
|
381 |
|
19,343 |
|
19,134 |
IPO expenses |
|
|
(257,000) |
|
– |
|
– |
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(890,354) |
|
(386,304) |
|
(810,133) |
Finance income |
|
|
– |
|
– |
|
– |
|
|
|
|
|
|
|
|
Loss on ordinary activities before taxation |
|
|
(890,354) |
|
(386,304) |
|
(810,133) |
Tax on loss on ordinary activities
|
|
|
– |
|
– |
|
– |
Loss for the financial period attributable to equity holders |
|
|
(890,354) |
|
(386,304) |
|
(810,133) |
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
Equity holders of the parent |
|
|
(867,870) |
|
(386,304) |
|
(810,133) |
Non-controlling interests |
|
|
(22,484) |
|
– |
|
– |
|
|
|
(890,354) |
|
(386,304) |
|
(810,133) |
|
|
|
|
|
|
|
|
Earnings per share – see note 3 Basic Diluted |
|
|
(0.14) pence (0.08) pence |
|
(0.11) pence (0.08) pence |
|
(0.22) pence (0.18) pence |
Consolidated Statement of Comprehensive Income
|
|
|
6 months to 30 June 2021 |
|
6 months to 30 June 2020 |
|
Year ended 31 December 2020 |
|
|
|
Unaudited £ |
|
Unaudited £ |
|
Audited £ |
Loss after tax |
|
|
(890,354) |
|
(386,304) |
|
(810,133) |
Items that may subsequently be reclassified to profit or loss: |
|
|
|
|
|
|
|
– Foreign exchange movements |
|
|
923 |
|
(3,675) |
|
(418) |
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
(889,431) |
|
(389,979) |
|
(810,551) |
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
Equity holders of the parent |
|
|
(866,947) |
|
(389,979) |
|
(810,551) |
Non-controlling interests |
|
|
(22,484) |
|
– |
|
– |
|
|
|
(889,431) |
|
(389,979) |
|
(810,551) |
|
|
|
|
|
|
|
|
Consolidated Statement of Financial Position
|
|
|
6 months to 30 June 2021 |
|
|
6 months to 30 June 2020 |
Year ended 31 December 2020 |
|||||||
|
|
|
Unaudited £ |
|
|
Unaudited £ |
Audited £
|
|||||||
Assets |
|
|
|
|
|
|
|
|||||||
Non-current assets Intangible fixed assets Tangible fixed assets Investments Investments in associates Available for sale assets
|
|
|
2,580,009 5,891 467,033 687,198 391,062
|
|
669,198 – 166,808 – –
|
|
668,937 – 466,652 – –
|
|||||||
Total assets |
|
|
4,131,193 |
|
836,006 |
|
1,135,589 |
|||||||
|
|
|
|
|
|
|
|
|||||||
Current assets Trade and other receivables Cash and cash equivalents
|
|
|
964,667 99,798 |
|
63,122 111,699
|
|
29,736 63,611
|
|||||||
Total current assets |
|
|
1,064,465 |
|
174,821 |
|
93,347 |
|||||||
Current liabilities |
|
|
|
|
|
|
|
|||||||
Trade and other payables
|
|
|
(2,069,773) |
|
(480,065) |
|
(1,049,772) |
|||||||
Total current liabilities |
|
|
(2,069,773) |
|
(480,065) |
|
(1,049,772) |
|||||||
|
|
|
|
|
|
|
|
|||||||
Non-current liabilities |
|
|
|
|
|
|
|
|||||||
Other non-current liabilities
|
|
|
(377,875) |
|
– |
|
(28,975) |
|||||||
Total non-current liabilities |
|
|
(377,875) |
|
– |
|
(28,975) |
|||||||
|
|
|
|
|
|
|
|
|||||||
Net assets |
|
|
2,748,010 |
|
530,762 |
|
150,189 |
|||||||
|
|
|
|
|
|
|
|
|||||||
Equity Share capital Share premium Retained losses Foreign currency reserve
|
|
|
332,116 5,911,719 (3,473,406) (435)
|
|
273,301 2,443,784 (2,181,708) (4,615)
|
|
273,968 2,483,117 (2,605,538) (1,358)
|
|||||||
Equity attributable to equity holders of the parent
|
|
|
2,769,994 |
|
530,762 |
|
150,189 |
|||||||
Non-controlling interests |
|
|
(21,984) |
|
– |
|
– |
|||||||
|
|
|
|
|
|
|
|
|||||||
Total equity |
|
|
2,748,010 |
|
530,762 |
|
150,189 |
|||||||
Consolidated Statement of Cash Flows
|
|
|
6 months to 30 June 2021 |
|
6 months to 30 June 2020 |
|
Year ended 31 December 2020 |
|
|
|
|
Unaudited £ |
|
Unaudited £ |
|
Audited £ |
|
Cash flow from operating activities |
|
|
|
|
|
|
|
|
Operating loss |
|
|
(890,354) |
|
(386,304) |
|
(810,133) |
|
(profit)/loss on sale of investment |
|
|
– |
|
(19,134) |
|
(19,134) |
|
Fees settled in shares |
|
|
11,750 |
|
– |
|
– |
|
Impairment of investments |
|
|
108,939 |
|
– |
|
– |
|
Foreign exchange |
|
|
923 |
|
– |
|
(418) |
|
Finance costs |
|
|
12,600 |
|
– |
|
32,436 |
|
Increase in payables |
|
|
1,178,902 |
|
160,186 |
|
50,931 |
|
(Increase)/decrease in receivables |
|
|
(934,931) |
|
22,167 |
|
55,554 |
|
Net cash outflow from operations |
|
|
(512,171) |
|
(223,085) |
|
(690,764) |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Payments for intangible assets |
|
|
(1,911,071) |
|
– |
|
– |
|
Payments for tangible fixed assets |
|
(5,891) |
|
– |
|
– |
||
Proceeds from sale of investment |
|
– |
|
102,467 |
|
102,467 |
||
Purchase of investments |
|
(1,187,580) |
|
(38,047) |
|
(337,631) |
||
Net cash flows from investing activities |
|
(3,104,542) |
|
64,420 |
|
(235,164) |
||
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from issue of shares and warrants |
|
|
3,614,000 |
|
30,000 |
|
70,000 |
|
Cost of shares issued |
|
(151,100) |
|
– |
|
– |
||
Proceeds from Convertible Loan Notes |
|
– |
|
105,000 |
|
370,000 |
||
Bridging and other loan financing |
|
190,000 |
|
– |
|
410,500 |
||
Net cash flows from financing activities |
|
3,652,900 |
|
135,000 |
|
850,500 |
||
Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of period |
|
36,187
63,611
|
|
(23,665)
139,039
|
|
(75,428)
139,039
|
||
Effect of exchange rate changes on cash and cash equivalents |
|
– |
|
(3,675) |
|
– |
||
Cash and cash equivalents at end of period |
|
99,798 |
|
111,699 |
|
63,611 |
||
|
|
|
|
|
|
|
||
Consolidated Statement of Changes in Equity
|
|
Share capital |
Share premium |
Retained earnings |
Foreign currency reserve |
Non-controlling interest |
Total |
||
|
|
£ |
£ |
£ |
£ |
£ |
£ |
||
As at 31 August 2019 |
|
266,847 |
2,167,311 |
(1,470,778) |
(2,700) |
– |
960,680 |
|
|
Loss for the period |
|
– |
– |
(324,627) |
– |
– |
(324,627) |
|
|
Translation differences |
|
– |
– |
– |
1,760 |
– |
1,760 |
|
|
Total comprehensive income |
|
– |
– |
(324,627) |
1,760 |
– |
(322,867) |
|
|
Share capital issued |
|
5,954 |
246,973 |
– |
– |
– |
252,927 |
|
|
Total contributions by and distributions to owners of the Company |
|
5,954 |
246,973 |
– |
– |
– |
252,927 |
|
|
As at 31 December 2019 |
|
272,801 |
2,414,284 |
(1,795,405) |
(940) |
– |
890,740 |
|
|
Loss for the period |
|
– |
– |
(386,304) |
– |
– |
(386,304) |
|
|
Translation differences |
|
– |
– |
– |
(3,675) |
– |
(3,675) |
|
|
Total comprehensive income |
|
– |
– |
(386,304) |
(3,675) |
– |
(389,979) |
|
|
Share capital issued |
|
500 |
29,500 |
– |
– |
– |
30,000 |
|
|
Total contributions by and distributions to owners of the Company |
|
500 |
29,500 |
– |
– |
– |
30,000 |
|
|
As at 30 June 2020 |
|
273,301 |
2,443,784 |
(2,181,708) |
(4,615) |
– |
530,762 |
|
|
Loss for the period |
|
– |
– |
(423,830) |
– |
– |
(423,830) |
|
|
Translation differences |
|
– |
– |
– |
3,257 |
– |
3,257 |
|
|
Total comprehensive income |
|
– |
– |
(423,830) |
3,257 |
– |
(420,573) |
|
|
Share capital issued |
|
667 |
39,333 |
– |
– |
– |
40,000 |
|
|
Total contributions by and distributions to owners of the Company |
|
667 |
39,333 |
– |
– |
– |
40,000 |
|
|
As at 31 December 2020 |
|
273,968 |
2,483,117 |
(2,605,538) |
(1,358) |
– |
150,189 |
|
|
Loss for the period |
|
– |
– |
(867,870) |
– |
(22,484) |
(890,354) |
|
|
Translation differences |
|
– |
– |
– |
923 |
– |
923 |
|
|
Total comprehensive income |
|
– |
– |
(867,870) |
923 |
(22,484) |
(889,431) |
|
|
Share capital issued |
|
58,149 |
3,428,601 |
– |
– |
500 |
3,487,250 |
|
|
Total contributions by and distributions to owners of the Company |
|
58,149 |
3,428,601 |
– |
– |
500 |
3,487,250 |
|
|
As at 30 June 2021 |
|
332,116 |
5,911,719 |
(3,473,406) |
(435) |
(21,984) |
2,748,010 |
|
|
Half-yearly report notes
1. Half-yearly report
This interim report was approved by the Board of Directors on 28 September 2021.
The information relating to the six months periods to 30 June 2021 and 30 June 2020 are unaudited.
The information relating to the year ended 31 December 2020 is extracted from the audited financial statements of the Company which have been filed at Companies House and on which the auditors issued an unqualified audit report. The condensed interim financial statements have been reviewed by the Company’s auditor.
2. Basis of accounting
The interim financial statements have been prepared using accounting policies and practices that are consistent with those adopted in the statutory financial statements for the year ended 31 December 2020, although the information does not constitute statutory financial statements within the meaning of the Companies Act 2006. The interim financial statements have been prepared under the historical cost convention.
These interim financial statements are prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union and the Disclosure and Transparency Rules of the UK Financial Conduct Authority.
This interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this interim report should be read in conjunction with the annual report for the year ended 31 December 2020, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.
The Company will report again for the full year to 31 December 2021.
Going concern
The Company’s day-to-day financing is from its available cash resources.
The Company is confident of raising funds to enable it to continue to develop its targeted investments and exploration campaigns across its key projects over the next 12-18 months and the Directors are confident that adequate funding can be raised as required to meet the Company’s current and future liabilities.
For the reasons outlined above, the Directors are satisfied that the Company will be able to meet its current and future liabilities, and continue trading, for the foreseeable future and, in any event, for a period of not less than twelve months from the date of approving this interim report. The preparation of these interim financial statements on a going concern basis is therefore considered to remain appropriate.
Critical accounting estimates
The preparation of condensed interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in the Company’s 2020 Annual Report and Financial Statements. The nature and amounts of such estimates have not changed significantly during the interim period.
Intangible assets
Exploration and development costs
All costs associated with mineral exploration and investments are capitalised on a project-by-project basis, pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses but not general overheads. If an exploration project is successful, the related expenditures will be transferred to mining assets and amortised over the estimated life of economically recoverable reserves on a unit of production basis.
Intangible assets
Exploration and development costs
Where a licence is relinquished or a project abandoned, the related costs are written off in the period in which the event occurs. Where the Group maintains an interest in a project, but the value of the project is considered to be impaired, a provision against the relevant capitalised costs will be raised.
The recoverability of all exploration and development costs is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition thereof.
3. Earnings per share
|
|
|
6 months to 30 June 2021 |
|
6 months to 30 June 2020 |
|
|
Year ended 31 December 2020 |
|
|
|
Unaudited £ |
|
Unaudited £ |
|
|
Audited £ |
|
|
|
|
|
|
|
|
|
These have been calculated on a loss of: |
|
|
(890,354) |
|
(386,604) |
|
|
(810,133) |
The basic weighted average number of shares used was:
The diluted weighted average number of shares used was: |
|
|
623,214,765
1,044,548,093 |
|
359,990,020
466,523,346 |
|
|
363,554,242
453,720,902 |
Basic loss per share: |
|
|
(0.14) pence |
|
(0.11) pence |
|
|
(0.22) pence |
Diluted loss per share: |
|
|
(0.08) pence |
|
(0.08) pence |
|
|
(0.18) pence |
4. Events after the reporting period
There were no reportable events after the reporting period other than those highlighted in the ‘Financial Review’.
The Condensed interim financial statements were approved by the Board of Directors on 28 September 2021.
By order of the Board
Rolf Gerritsen
Director
For the purposes of UK MAR, the person responsible for arranging for the release of this announcement on behalf of the Company is Rolf Gerritsen, Chief Executive Officer.
Contact details:
MetalNRG PLC Rolf Gerritsen |
+44 (0) 20 7796 9060 |
Corporate Adviser |
+44 (0) 20 7469 0930 |
Corporate Broker |
+44 (0) 1483 413500 |
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