TIDMKZG
RNS Number : 7471X
Kazera Global PLC
23 December 2019
23 December 2019
Kazera Global plc
Final Results for the Year Ended 30 June 2019
Kazera Global plc ("Kazera Global" or "the Company"), the AIM
quoted investment company who, through its stake in African
Tantalum (Pty) Limited ("Aftan"), has an interest in the Namibia
Tantalite Investment Mine ("Tantalite Valley" or the "Mine") in
Namibia, is pleased to announce its audited final results for the
full year ended 30 June 2019 ("the Period").
Highlights
Operational
-- Continued drilling campaign to define JORC compliant
resources at Mine and enable a comprehensive understanding of the
mineralisation on the property and to assess fully the fundamental
and future value of the operation
-- Completed the borehole drilling campaign at both the Homestead and Purple Haze deposits
Financial
-- At 30 June 2019, cash at bank amounted to GBP421k
-- Group Total Current Assets at 30 June 2019 amounted to GBP484k
-- Group Overall Net Assets at 30 June 2019 amounted to GBP420k
-- Successful placing to raise gross proceeds of GBP0.5 million
through the issue of 29,411,765 new ordinary shares of 1p each at a
price of 1.70p each
Post Period
-- Exploration at Homestead and Purple Haze deposits has been
successful in expanding the footprint with material increases on
initial estimates and a Maiden JORC (2012) compliant combined total
Indicated and Inferred tantalite and lithium Mineral Resource at
these deposits of 324.6 thousand tonnes ("kt"), with further
resource upside expected to be identified.
-- Successful placing to raise GBP400,000 (before expenses)
through the issue of the 66,666,667 Placing Shares
-- Maiden Inferred Tantalite Resource at White City Deposit of
297,600 tonnes, in line with the Company's pre-exploration
programme expectations
-- Company has registered a subsidiary named Kazera Trading,
which will operate in conjunction with Kazera Global. Kazera
Trading will function as an ore trading arm of the Company
Outlook
-- Phase 1 drill programme to be completed by the end of 2019 calendar year
-- Commence phase 2 drill programme across the property
-- Expectation of completing the Phase 2 drilling programme by the end of first half of 2020
Larry Johnson, Chief Executive Officer of Kazera Global,
said:
"The first phase of our exploration programme has proven to be a
success and has given the Company impetus to continue to realise
this value through further drilling. At the same time, the Group
continues to look at future cashflow opportunities such as Kazera
Trading from which the Company can leverage management expertise to
deliver value.
We see the Tantalite Valley Mine as being a highly material
project and we will continue to focus on high-grading the Mine
licence while facilitating processes to create meaningful
production from the mine in the future."
Posting of accounts
The Report and Accounts for the period ended 30th June 2019 will
shortly be available on the Group's website and will be sent to
registered shareholders by post shortly together with notice of the
Group's AGM.
For further information on the Company, visit:
https://kazeraglobal.com/
**S**
Kazera Global plc (c/o Camarco) Tel: +44 (0)203 757
Larry Johnson (CEO) 4980
Tel: +44 (0)207 220
finnCap (Nominated Adviser and Joint 0500
broker)
Scott Mathieson / Anthony Adams (corporate
finance)
Tel: +44 (0)207 408
Shore Capital (Joint broker) 4090
Jerry Keen (corporate broking)
Tel: +44 (0)207 220
Peterhouse Corporate Finance Limited 9797
Duncan Vasey / Lucy Williams
Camarco (PR)
Gordon Poole / James Crothers / Monique
Perks
Competent Person's Statement
The technical information contained in this disclosure has been
read and approved by Mr Jeremy Witley (Pr. Sci. Nat., FGSSA), who
is a qualified geologist and acts as the Competent Person under the
AIM Rules - Note for Mining and Oil & Gas Companies. Jeremy
Witley has visited the Mine site and reviewed MSA's drilling and
sampling protocols and procedures. Mr Witley is a Principal Mineral
Resource Consultant working for the MSA Group Pty Ltd, which has
been engaged by Kazera Global to provide technical support.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
CHAIRMAN'S STATEMENT
For the year ended 30 June 2019
Review of the Period
2019 has been a year of strategic change for Kazera Global and I
am pleased with the position the Company is in and excited for what
the future holds.
During the year, we shifted our strategic focus to define JORC
compliant resources at Mine and enable a comprehensive
understanding of the mineralisation on the property and to assess
fully the fundamental and future value of the operation.
The Company successfully raised raised GBP0.5 million before
expenses through a placing of 29,411,765 new ordinary shares of 1p
each at a price of 1.70p each. The net proceeds were used to
progress its drilling campaign of resource identification at Purple
Haze, Homestead, Signaalberg and White City deposits, cover
overheads and to advance discussions with funders for the Orange
River Pipeline to the Mine as well as potential offtake proposals.
Additionally, post period, the Company raised GBP400,000 (before
expenses) through the issue of the 66,666,667 Placing Shares. The
proceeds of this placing will be used to provide additional working
capital for the Company and in particular, to complete Phase 1
drilling and begin the Phase 2 exploration step-out drilling which
we expect to identify further Mineral Resources, and to allow the
Board the ability to evaluate additional acquisition and investment
opportunities to enhance the long-term value of the Company for
shareholders.
Post period, we were pleased to announce maiden JORC (2012)
compliant Mineral Resource estimates over the Homestead and Purple
Haze deposits at the NTI mine. The maiden JORC compliant combined
total Indicated and Inferred tantalite and lithium Mineral Resource
at Homestead and Purple Haze deposits of 324.6 thousand tonnes
("kt"), with further resource upside expected to be identified.
Strong grades of tantalite shown across both deposits and higher
than anticipated grades of Lithium across both deposits. We are
delighted with these initial results which clearly demonstrate the
potential at these two deposits. With an enhanced understanding of
the mineralisation, further drilling is expected at both deposits
to enhance the resources and we continue a wider exploration
programme.
In August, post period, we were able to announce initial
drilling results for the White City Pegmatite and additional
results from channel sampling at Purple Haze. The Purple Haze
channel sample grades confirmed high concentrations of lepidolite
mineralisation, and the White City intersections also confirmed
mineralisation. Additionally, in December, we were pleased to
announce the completion of a maiden JORC Compliant Mineral
Resources Estimate for the White City Pegmatite as part of the
ongoing exploration programme at the Mine. Maiden Inferred
Tantalite Resource at White City Deposit of 297,600 tonnes which is
in line with the Company's pre-exploration programme
expectations.
Financials
The Group recorded a loss before tax of GBP1,340k (2018:
GBP2,538k) and had cash balances of GBP421k (2018: GBP1,125k) at
the end of the year.
The Group does not plan to pay a dividend for the year (2018:
GBPNil).
A prior year adjustment is reported in the current year
financials with regards to the exploration assets as follows:
-- On acquisition of the Tantalite Asset, the amount paid over
and above the fair value of the net assets acquired was attributed
to Goodwill rather than to the value of the exploration asset
purchased.
-- In the prior year, the Company announced that the project in
Namibia had entered into a trial production phase, and therefore
moving out of the exploration phase. As a result, the
classification of the exploration asset has been revised as a Mine
under Construction.
There is no impact on the Group's retained earnings arising from
these adjustments.
Outlook
As we progress and complete Phase 1 of our exploration drilling
campaign and embark on Phase 2 exploration step-out drilling in
calendar year 2020, we expect to delineate further Mineral
Resources across the entire property and aim to identify additional
mineralisation across the mine.
On behalf of the Board, I thank our fellow employees for their
unwavering hard work and all the staff of Aftan and our
shareholders for their continued support.
Giles Clarke
Chairman
20 December 2019
CHIEF EXECUTIVE OFFICER'S REVIEW
For the year ended 30 June 2019
Overview
During the period to date, the Company has been entirely focused
on its strategy of a targeted exploration programme at the NTI mine
while also reducing ongoing costs. Our exploration programme was
designed to test and define total tantalum and lithium
mineralisation across the NTI licence area and was started in July
2018. Results so far have been very positive, with JORC Compliant
Maiden Mineral Resource statements confirming our pre-drill
expectations of good mineralisation across multiple bodies at NTI
mine.
As the results are received, we have been able to feed into a
wider interpretation of the Mine which will enable a comprehensive
understanding of the mineralisation on the property and to truly
assess the fundamental and future value of the operation.
Operations
With the year focused on the exploration programme the Company
ceased ore processing our workforce was re-deployed. During these
initial stages of the exploration program, we received a number of
approaches from additional potential customers of our product which
we continue to explore and we also continued to develop development
options for our water licence to acquire water from the Orange
River for future mining operations. We were pleased to welcome 7
companies to inspect the property as part of a tender process for
the Orange River pipeline. We see this as a very important workflow
to continue to progress as we high-grade the licence.
By November 2018, our exploration programme had progressed
rapidly and we had drilled and assayed 360 cores. Initial results
were promising from both Homestead and Purple Haze, intercepting
both tantalum and lithium mineralisation and showing strong grades
at both deposits. These results prompted the Company to consider
drilling further boreholes at the Homestead and Purple Haze
locations to give further clarity to the deposits. This additional
drilling at the deposits was completed in March 2019 and once again
produced highly encouraging results, encountering mineralisation
indicative of the potential to produce both lithium and tantalum
commercially, in line with the 2015 Venmyn Report.
During this period, the Company was approached by two parties
interested in becoming strategic funding partners for the Orange
River Project and for further development of the Mine. This was a
material development for the project and demonstrated wider
appreciation of the value the Company is realising at the Mine.
Post Period, in July 2019, we were delighted to announce a
maiden JORC (2012) compliant Mineral Resource estimates over the
Homestead and Purple Haze deposits at the Mine. This resource
estimate indicated a maiden JORC (2012) compliant combined total
Indicated and Inferred tantalite and lithium Mineral Resource at
Homestead and Purple Haze deposits of 324.6 thousand tonnes ("kt"),
with further resource upside expected to be identified. Grades were
also promising with strong grades of tantalite shown across both
deposits, with an average grade of 323 parts per million ("ppm")
Ta2O5 including 911 ppm Ta2O5 in the Indicated Tantalum Mineral
Resource at Purple Haze. Excitingly we also were able to
demonstrate higher than anticipated grades of Lithium across both
deposits, with an average grade of 4,410 ppm Li2O, including 10,800
ppm Li2O in portion of the Homestead Mine Mineral Resource.
Also post-period, in August, we were pleased to announce further
drilling results which demonstrated particularly high
concentrations of lepidolite mineralisation at the site. The
results were an important step and has enabled us to set out our
Phase 2 exploration step-out drilling programme which we expect to
delineate further Mineral Resources across the property. These
results were then followed by a further JORC compliant maiden
Mineral Resource estimate for the White City Pegmatite. This
Mineral Resource Estimate indicated an inferred tantalite resource
at White City of 297,600 tonnes, consistent with the Company's
pre-exploration programme expectations. Across the deposit, strong
grades were shown, with an average grade of 105 parts per million
("ppm") Ta2O5.
Further to the encouraging ongoing exploration activity at NTI,
the Company also registered a subsidiary named Kazera Trading,
which will operate in conjunction with Kazera Global. Kazera
Trading will function as an ore trading arm of the Company
facilitating the global movement of resources such as tantalum,
through leveraging the experience of Kazera's management. Initial
trades have already been agreed and the Company will provide
further updates shortly.
Outlook
The first phase of our exploration programme has proven to be a
success and has given the Company impetus to continue to realise
this value through further drilling. At the same time, the Group
continues to look at future cashflow opportunities such as Kazera
Trading from which the Company can leverage management expertise to
deliver value.
We see NTI Mine as being a highly material project and we will
continue to focus on high-grading the Mine licence while
facilitating processes to create meaningful production from the
mine in the future.
Larry Johnson
Chief Executive Officer
20 December 2019
GROUP STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2019
Year ended Year ended
30 June 30 June
2019 2018
Continuing operations Notes GBP'000 GBP'000
-------------------------------------------- ----- ---------- ----------
Exploration expenses (469) (1,308)
Administrative expenses (883) (1,230)
Other operating income 12
--------------------------------------------- ----- ---------- ----------
Operating loss and loss before tax 6 (1,340) (2,538)
Taxation 9 - -
Loss for the year (1,340) (2,538)
Loss attributable to owners of the
Company (1,049) (1,977)
Loss attributable to non-controlling
interests (291) (561)
--------------------------------------------- ----- ---------- ----------
(1,340) (2,538)
-------------------------------------------- ----- ---------- ----------
Other comprehensive income:
Items that may be subsequently reclassified
to profit and loss:
Exchange differences on translation
of foreign operations 56 (342)
--------------------------------------------- ----- ---------- ----------
Total comprehensive loss for the year
attributable to
The equity holders of the parent (993) (2,319)
The non-controlling interests (291) (561)
---------- ----------
(1,284) (2,880)
Earnings per share attributable to
owners of the Company
From continuing operations:
Basic and diluted (pence) 10 (0.39)p (0.81)p
The Company has elected to take the exemption under section 408
of the Companies Act 2006 not to present the parent Company pro t
and loss account. The profit for the Parent Company for the year
was GBP83,007 (2018: GBP295,000 loss).
The accounting policies and notes are an integral part of these
financial statements.
GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION
As at 30 June 2019
GROUP COMPANY
------------------
2017
2018 GBP'000
2019 GBP'000 Restated 2019 2018
Notes GBP'000 restated (Note 4) GBP'000 GBP'000
---------------------------- ----- -------- --------- --------- -------- --------
Non-Current assets
Goodwill - - - - -
Other intangible assets - - 2,479 - -
Mines under construction 12 2,412 2,399 - - -
Property, plant and
equipment 13 709 771 655 - -
Investment in subsidiaries 14 - - - 2,207 1,872
Long-term loan 15 - - - 5,984 5,154
3,121 3,170 3,134 8,191 7,026
---------------------------- ----- -------- --------- --------- -------- --------
Current assets
Trade and other receivables 16 63 213 174 19 37
Cash and cash equivalents 17 421 1,125 365 363 907
484 1,338 538 382 944
--------
Current liabilities
Trade and other payables 18 64 208 135 43 48
64 208 135 43 48
---------------------------- ----- -------- --------- --------- -------- --------
Net current assets 420 1,130 403 339 896
Net assets 3,541 4,300 3,537 8,530 7,922
---------------------------- ----- -------- --------- --------- -------- --------
Equity
Share capital 19 2,866 2,568 1,890 2,866 2,568
Share premium account 19 14,307 14,131 11,314 14,307 14,131
Capital redemption
reserve 2,077 2,077 2,077 2,077 2,077
Share option reserve 51 - - 51 -
Currency translation
reserve (34) (90) 252 - -
Retained earnings (14,552) (13,503) (11,674) (10,771) (10,854)
---------------------------- ----- -------- --------- --------- -------- --------
Equity attributable
to owners of the Company 4,715 5,183 3,859 8,530 7,922
Non-controlling interests (1,174) (883) (322) - -
---------------------------- ----- -------- --------- --------- -------- --------
Total equity 3,541 4,300 3,537 8,530 7,922
---------------------------- ----- -------- --------- --------- -------- --------
These financial statements were approved by the Board of
Directors on 20 December 2019.
Signed on behalf of the Board by:
Larry Johnson
Director
Company number: 05697574
The accounting policies and notes form an integral part of these
financial statements.
GROUP STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2019
Share Capital Share Currency Equity
Share premium redemption option translation Retained shareholders' Non-controlling
capital account reserve reserve reserve earnings funds interests Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
============== ======= ======= ========== ======= =========== ======== ============= ================ =======
Balance at 1
July
2017
(restated) 1,890 11,314 2,077 - 252 (11,674) 3,859 (322) 3,537
-------------- ------- ------- ---------- ------- ----------- -------- ------------- ---------------- -------
Comprehensive
loss
for the year - - - - - (1,977) (1,977) (561) (2,538)
Other
comprehensive
expense - - - - (342) - (342) - (342)
-------------- ------- ------- ---------- ------- ----------- -------- ------------- ---------------- -------
Total
comprehensive
expense - - (342) (1,977) (2,319) (561) (2,880)
-------------- ------- ------- ---------- ------- ----------- -------- ------------- ---------------- -------
Issue of share
capital 678 2,817 - - - - 3,495 - 3,495
Share based
payment
expense - - - - - 148 148 - 148
Balance at 30
June
2018
(restated) 2,568 14,131 2,077 - (90) (13,503) 5,183 (883) 4,300
-------------- ------- ------- ---------- ------- ----------- -------- ------------- ---------------- -------
Comprehensive
loss
for the year - - - - - (1,049) (1,049) (291) (1,340)
Other
comprehensive
income - - - - 56 - 56 - 56
-------------- ------- ------- ---------- ------- ----------- -------- ------------- ---------------- -------
Total
comprehensive
expense - - 56 (1,049) (993) (291) (1,284)
-------------- ------- ------- ---------- ------- ----------- -------- ------------- ---------------- -------
Issue of share
capital,
net of share
issue
costs 298 176 - - - - 474 - 474
Share based
payment
expense - - - 51 - - 51 - 51
Balance at 30
June
2019 2,866 14,307 2,077 51 (34) (14,552) 4,715 (1,174) 3,541
-------------- ------- ------- ---------- ------- ----------- -------- ------------- ---------------- -------
The accounting policies and notes form an integral part of these
financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2019
Capital Share
Share Share redemption option Retained
capital premium reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ---------- ---------- ------------ ---------- ----------- ---------
Balance at 1 July
2017 (restated) 1,890 11,314 2,077 - (10,792) 4,574
Total comprehensive
expense for the year - - - - (295) (295)
Issue of share capital 678 2,817 - - 148 3,495
Balance at 30 June
2018 (restated) 2,568 14,131 2,077 - (10,854) 7,922
------------------------ ---------- ---------- ------------ ---------- ----------- ---------
Total comprehensive
expense for the year - - - - 83 83
Issue of share capital 298 206 - - - 504
Share issue costs - (30) - - - (30)
Share based payment
expense - - - 51 - 51
Balance at 30 June
2019 2,866 14,307 2,077 51 (10,771) 8,530
------------------------ ---------- ---------- ------------ ---------- ----------- ---------
The accounting policies and notes form an integral part of these
financial statements.
GROUP AND COMPANY STATEMENTS OF CASH FLOWS
For the year ended 30 June 2019
GROUP COMPANY
Year ended Year ended Year ended Year ended
30 June 30 June 30 June 30 June
2019 2018 2019 2018
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------- ----------- ----------- ----------- -----------
OPERATING ACTIVITIES
Operating loss (1,340) (2,538) 83 (295)
Depreciation and amortisation 202 119 - -
Share based payment expense 51 148 51 148
Shares issued in settlement
of fees 3 - 3 -
Intercompany loan interest - - (653) (470)
-------------------------------- ----------- ----------- ----------- -----------
Operating cash flows before
movement in working capital (1,084) (2,271) (516) (617)
(Increase)/decrease in
receivables 160 (39) 18 (18)
(Decrease)/increase in
payables (144) 73 (5) (80)
-------------------------------- ----------- ----------- ----------- -----------
Net cash used in operating
activities (1,068) (2,237) (503) (715)
-------------------------------- ----------- ----------- ----------- -----------
INVESTING ACTIVITIES
Purchases of property,
plant and equipment (141) (275) - -
Development costs - (41) - -
Advances to subsidiary
undertakings - - (515) (2,122)
Net cash used in investing
activities (141) (316) (515) (2,122)
-------------------------------- ----------- ----------- ----------- -----------
FINANCING ACTIVITIES
Net proceeds from share
issues 474 3,495 474 3,495
Net cash from financing
activities 474 3,495 474 3,495
Net (decrease)/increase
in cash and cash equivalents (735) 942 (544) 658
Exchange rate translation
adjustment 31 (181) - -
Cash and cash equivalents
at beginning of year 1,125 364 907 249
Cash and cash equivalents
at end of year 421 1,125 363 907
-------------------------------- ----------- ----------- ----------- -----------
The accounting policies and notes are an integral part of these
financial statements.
NOTES TO THE GROUP FINANCIAL STATEMENTS
For the year ended 30 June 2019
1 GENERAL INFORMATION
Kazera Global Plc is a public limited company which is listed on
the Alternative Investment Market (AIM) and incorporated and
domiciled in England. The nature of the Group's operations and its
principal activities are set out in the Strategic Report and the
Directors' Report.
2 ACCOUNTING POLICIES
BASIS OF PREPARATION
These consolidated financial statements have been prepared and
approved by the Directors in accordance with International
Financial Reporting Standards (IFRS) and IFRIC interpretations
(IFRS IC) as adopted by the European Union and the Companies Act
2006 applicable to companies reporting under IFRS.
The consolidated financial statements have been prepared under
the historical cost convention, as modified by the revaluation of
land and buildings.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the accounting policies. The areas involving a higher
degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements, are
disclosed in Note 3.
The financial statements are presented in pounds sterling
(GBP'000), which is also the functional currency of the Company
The principal accounting policies applied in the preparation of
these financial statements are set out below. These policies have
been consistently applied to all the years presented, unless
otherwise stated.
GOING CONCERN
The financial statements have been prepared on a going concern
basis. The Group's assets are not generating revenues, operating
cash outflows have been incurred in the year and an operating loss
and cash outflow from operations is expected in the 12 months
subsequent to the date of these financial statements being signed
and, as a result, the Group will need to raise funding to finance
their ongoing activities of mine development and non-discretionary
expenditures.
Based on the Board's assessment that the necessary funds will be
raised, cash flow budgets can be achieved and the Directors have a
reasonable expectation that the Group has access to adequate
resources to continue in operational existence for the foreseeable
future. Thus, they continue to adopt the going concern basis of
accounting in preparing the annual financial statements for the
year ended 30 June 2019.
Should the Group be unable to continue trading, adjustments
would have to be made to reduce the value of the assets to their
recoverable amounts, to provide for further liabilities which might
arise and to classify fixed assets as current.
The auditors make reference to a material uncertainty in
relation to going concern within their audit report.
NEW STANDARDS, AMMENTS AND INTERPRETATIONS ADOPTED BY THE
GROUP
The Group and parent Company have adopted all of the new and
amended standards and interpretations issued by the International
Accounting Standards Board that are relevant to its operations and
effective for accounting periods commencing 1 July 2018.
IFRS 9 'Financial Instruments'
Effective 1 January 2018, Kazera Global plc has applied IFRS 9
which is effective for annual periods that begins on or after 1
January 2018. The standard replaces all phases of the financial
instruments project and IAS 39 'Financial Instruments: Recognition
and Measurement'. The standard introduces:
-- new requirements for the classification and measurement of
financial assets and financial liabilities;
-- a new model for recognising provisions based on expected
credit losses; and,
-- simplified hedge accounting by aligning hedge accounting more
closely with an entities risk management methodology.
The adoption of IFRS 9 has not had any significant impact on
recognition and measurement of financial instruments in the Group's
consolidated financial statements for 2019. Comparative figures are
not restated as the effect is immaterial.
IFRS 15 'Revenue from Contracts with Customers'
Effective 1 January 2018, Kazera Global plc has applied IFRS 15
Revenue from Contracts with Customers. This standard introduces a
new revenue recognition model and replaces IAS 18 'Revenue', IAS 11
'Construction Contracts', IFRIC 13 'Customer Loyalty Programmes',
IFRIC 15 'Agreements for the Construction of Real Estate', IFRIC 18
'Transfer of Assets from Customers' and SIC-31 "Revenue - Barter
Transactions Involving Advertising Services.' As the Group has no
revenue the introduction of IFRS 15 has had no impact in the
financial statements.
NEW STANDARDS, AMMENTS AND INTERPRETATIONS ADOPTED BY THE GROUP
(continued)
None of these standards are considered to have a material effect
on the Group financial statements.
NEW STANDARDS, AMMENTS AND INTERPRETATIONS NOT YET ADOPTED
The International Accounting Standards Board (IASB) has issued
the following new and revised standards, amendments and
Interpretations to existing standards that are not effective for
the financial year ended 30 June 2019 and have not been adopted
early.
New Standards Effective Date
IFRS 16 - Leases 1 January 2019
IFRS 17 - Insurance Contracts 1 January 2021
Amendments to Existing Standards
IFRSIC 23 Uncertainty over Income Tac Treatments* 1 January 2019
Annual Improvements to IFRSs (2015-2017 Cycle)* 1 January 2019
Amendments to IFRS 9 Prepayment Features with 1 January 2019
Negative Compensation
Amendments to IAS 28 Long-term Interests in Associates 1 January 2019
and Joint Ventures
Amendments to IAS 19 Plan Amendment, Curtailment 1 January 2019
or Settlement
Not yet adopted by European Union*
IFRS 16 'Leases'
IFRS 16 'Leases' address the definition of a lease, recognition
and measurement of leases and it establishes principles for
reporting useful information to users of financial statements about
the leasing activities of both lessees and lessors. A key change
arising from IFRS 16 is that most operating leases will be
accounted for on the balance sheet. The standard replaces IAS 17,
'Leases' and related interpretations. The standard is effective for
annual periods beginning on or after 1 January 2019, with earlier
adoption permitted. At present the Directors do not consider
adoption of this standard would have an impact on the financial
statements of Kazera Global plc. However, they note that should the
Group enter into lease arrangements for mining equipment or
development this may change.
There are no other IFRSs or IFRIC interpretations that are not
yet effective that would be expected to have a material impact on
the Group.
BASIS OF CONSOLIDATION
Subsidiaries are all entities (including structured entities)
over which the Group has control. The Group controls an entity when
the Group is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control
ceases.
Inter-company transactions, balances and unrealised gains on
transactions between group companies are eliminated. Unrealised
losses are also eliminated.
The Group applies the acquisition method to account for business
combinations. The consideration transferred for the acquisition of
a subsidiary is the fair value of the assets transferred, the
liabilities incurred to the former owners of the subsidiary and the
equity interests issued by the Group. The consideration transferred
includes the fair value of any asset or liability resulting from a
contingent consideration arrangement. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the
acquisition date. The Group recognises any non-controlling interest
in the subsidiary on an acquisition-by-acquisition basis, either at
fair value or at the non-controlling interest's proportionate share
of the recognised amounts of subsidiary's identifiable net
assets.
Acquisition-related costs are expensed as incurred.
Any contingent consideration to be transferred by the Group is
recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration that is
deemed to be an asset or liability is recognised either in profit
or loss or as a change to other comprehensive income. Contingent
consideration that is classified as equity is not re-measured, and
its subsequent settlement is accounted for within equity.
FOREIGN CURRENCIES
The individual financial statements of each group company are
presented in Namibian Dollars, which is the currency of the primary
economic environment in which it operates (its functional
currency). For the purpose of the Group financial statements, the
results and financial position of each group company are expressed
in Pounds Sterling, which is the functional currency of the
Company, and the presentation currency for the Group financial
statements.
In preparing the financial statement of the individual
companies, transactions in currencies other than the entity's
functional currency (foreign currencies) are recorded at the rates
of exchange prevailing on the dates of the transactions. At each
year end date, monetary assets and liabilities that are denominated
in foreign currencies are retranslated at the rates prevailing on
the year end date. Non-monetary items carried at fair value that
are denominated in foreign currencies are translated at the rates
prevailing at the date when the fair value was determined.
Non-monetary items that are measured in terms of historical cost in
a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary
items, and on the retranslation of monetary items, are included in
the income statement. Exchange differences arising on the
retranslation of non-monetary items carried at fair value are
included in profit or loss for the period, except for differences
arising on the retranslation of non-monetary items in respect of
which gains and losses are recognised directly in equity. For such
non-monetary items, any exchange component of that gain or loss is
also recognised directly in equity.
For the purpose of presenting Group financial statements, the
assets and liabilities of the Group's foreign operations are
translated at exchange rates prevailing on the year end date.
Income and expense items are translated at the average exchange
rates for the period. Exchange differences arising are classified
as equity and transferred to the Group's translation reserve. Such
translation differences are recognised as income or as expenses in
the period in which the operation is disposed of.
TAXATION
The tax currently payable is based on taxable profit or loss for
the period. Taxable profit or loss differs from net profit or loss
as reported in the income statement because it excludes items of
income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The
Company's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the balance
sheet date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises
from goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a
transaction that affects neither the tax profit nor the accounting
profit.
The carrying value of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the deferred tax asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is
realised based on tax laws and rates that have been enacted at the
balance sheet date. Deferred tax is charged or credited in the
income statement, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also
dealt with in equity.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Company intends to settle
its current tax assets and liabilities on a net basis.
INTANGIBLE ASSETS - EXPLORATION AND EVALUATION EXPITURE
Exploration and evaluation activity involves the search for
mineral resources, the determination of technical feasibility and
the assessment of commercial viability of an identified resource.
Research expenditure is written off in the year in which it is
incurred. The Group recognises expenditure as exploration and
evaluation assets when it determines that the legal rights to said
assets have been obtained. Costs incurred which relate wholly to
exploration work only, are expensed through the statement of
comprehensive income. When a decision is taken that a mining
property becomes viable for commercial production, all further
pre-production expenditure is capitalised. Expenditure included in
the initial measurement of exploration and evaluation assets and
which is classified as intangible assets, relates to the
acquisition of rights to undertake topographical, geological,
geochemical and geophysical studies, exploratory drilling,
trenching, sampling and other activities to evaluate the technical
feasibility and commercial viability of extracting a mineral
source. Once transferred to mines under construction the costs are
expensed as incurred unless they relate to a separate license
area.
MINES UNDER CONSTRUCTION
Expenditure is transferred from "Exploration and evaluation"
assets to mining rights within "Mines under construction" once the
work completed to date supports the future development of the
property and such development receives the requisite approvals. All
subsequent expenditure on technically and commercially feasible
sites is capitalised within mining rights.
All expenditure on the construction, installation or completion
of infrastructure facilities is capitalised as construction in
progress within "Mines under construction". Once production starts,
all assets included in "Mines under construction" will be
transferred into "Property, Plant and Equipment" or "Producing
Mines". It is at this point that depreciation/amortisation
commences over its useful economic life.
Mines under construction are stated at cost. The initial cost
comprises transferred exploration and evaluation assets,
construction costs, infrastructure facilities, any costs directly
attributable to bringing the asset into operation, the initial
estimate of the rehabilitation obligation, and, for qualifying
assets, borrowing costs. Costs are capitalised and categorised
between mining rights and construction in progress respectively
according to whether they are intangible or tangible in nature.
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and equipment are recorded at cost, less
depreciation, less any amount of adjustments for impairment, if
any.
Significant improvements are capitalised, provided they qualify
for recognition as assets. The costs of maintenance, repairs and
minor improvements are expensed when incurred.
Tangible assets, retired or withdrawn from service, are removed
from the balance sheet together with the related accumulated
depreciation. Any profit or loss resulting from such an operation
is included in the income statement.
Tangible and intangible assets are depreciated on the
straight-line method based on their estimated useful lives from the
time they are put into operation, so that their net cost is
diminished over the lifetime of consideration to estimated residual
value as follows:
Land and buildings - Over 20 years
Plant and equipment- Between 5 and 10 years
IMPAIRMENT OF PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE
ASSETS EXCLUDING GOODWILL
Assets that have an indefinite useful life are not subject to
amortisation but are reviewed for impairment annually and where
there are indications that the carrying value may not be
recoverable. An impairment loss is recognised for the amount by
which the carrying value exceeds the recoverable amount.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash at bank and in hand,
deposits at call with banks, other short-term highly liquid
investments with original maturity at acquisition of three months
or less that are readily convertible to cash, net of bank
overdrafts. For the purpose of the cash flow statement, cash and
cash equivalents consist of the definition outlined above.
EQUITY INSTRUMENTS INCLUDING SHARE CAPITAL
Equity instruments consist of the Company's ordinary share
capital and are recorded at the proceeds received, net of direct
issue costs.
FINANCIAL INSTRUMENTS - INTITIAL RECOGNITION AND SUBSEQUENT
MEASUREMENT
Classification
From 1 July 2018, the Group classifies its financial assets into
only one category, being those to be measured at amortised
cost.
The classification depends on the Group's business model for
managing the financial assets and the contractual terms of the cash
flows.
Recognition
Purchases and sales of financial assets are recognised on trade
date (that is, the date on which the Group commits to purchase or
sell the asset). Financial assets are derecognised when the rights
to receive cash flows from the financial assets have expired or
have been transferred and the Group has transferred substantially
all the risks and rewards of ownership.
Measurement
At initial recognition, the Group measures a financial asset at
its fair value plus transaction costs that are directly
attributable to the acquisition of the financial asset.
Debt instruments
Amortised cost: Assets that are held for collection of
contractual cash flows, where those cash flows represent solely
payments of principal and interest, are measured at amortised cost.
Interest income from these financial assets is included in finance
income using the effective interest rate method. Any gain or loss
arising on derecognition is recognised directly in profit or loss
and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are presented as a
separate line item in the statement of profit or loss.
Impairment
From 1 July 2018 the Group assesses, on a forward-looking basis,
the expected credit losses associated with its debt instruments
carried at amortised cost. The impairment methodology applied
depends on whether there has been a significant increase in credit
risk.
For trade receivables, the Group applies the simplified approach
permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables.
FINANCIAL LIABILITIES
All non-derivative financial liabilities are classified as other
financial liabilities and are initially measured at fair value, net
of transaction costs. Other financial liabilities are subsequently
measured at amortised cost using the effective interest rate
method. Other financial liabilities consist of borrowings and trade
and other payables.
Financial liabilities are classified as current liabilities
unless the Company has an unconditional right to defer settlement
of the liability for at least 12 months after the balance sheet
date.
OTHER FINANCIAL LIABILTIES, BANK AND SHORT-TERM BORROWINGS
Other financial liabilities, as categorised above, are initially
measured at fair value, net of transaction costs. Other financial
liabilities are subsequently measured at amortised cost using the
effective interest method, with interest expense recognised on an
effective yield basis. Other financial liabilities are classified
as current liabilities unless the Company has an unconditional
right to defer settlement of the liability for at least 12 months
after the balance sheet date.
SEGMENTAL ANALYSIS
Under IFRS 8 operating segments are considered to be components
of an entity about which separate financial information is
available that is evaluated regularly by the chief operating
decision maker, being the board, in deciding how to allocate
resources and assessing performance. The Company's chief operating
decision maker is the Board of Directors. At present, and for the
period under review, the Company's reporting segments are the
Holding Company and the tantalite mining operation in Namibia.
3 CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATIONS
In the application of the Group's accounting policies, which are
described in Note 2, the Directors are required to make judgements,
estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and
expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed
to be reasonable under the circumstances, the results of which form
the basis of making the judgements about carrying values of assets
and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
Estimated impairment of mines under construction (note 12)
The Group tests annually whether exploration, evaluation and
licencing assets and mines under construction have suffered any
impairment. The recoverable amounts of cash generating units
("CGUs") have been determined based on value in use calculations
which require the use estimates and assumptions such as long-term
commodity prices and recovery rates, discount rates, operating
costs and therefore expected margins and future capital
requirements. These estimates and assumptions are subject to risk
and uncertainty and therefore there is a possibility that changes
in circumstances will impact the recoverable amount.
In assessing the carrying amounts of its exploration, evaluation
and licensing assets and mines under construction, the Directors
have conducted a feasibility study in conjunction with an
independently prepared mineral resource estimate. The period used
in management's assessment is the anticipated life of the mine to
the expiration of the licence. A discount rate of 15% has been
applied. The mineral resource report concluded on an inferred
297,600 tonnes of tantalum pentoxide within the White City Tantalum
Mineral Resource Area. These estimates are consistent with external
sources of information.
The calculations have been tested for sensitivity in the key
assumptions. Change in exchange rate of N$1, increase in variable
and fixed costs of 10% and increase in contingency costs of 10%. No
impairment would be recognised if any of these factors came into
effect.
Mineral resource and reserve estimates
Reserves are estimates of the amount of resources that can be
economically and legally extracted from the Group's mining
properties. The Group estimates its mineral resources based on
information compiled by appropriately qualified persons relating to
the geological and technical data on the size, depth, shape and
grade of the ore body and suitable production techniques and
recovery rates. This analysis requires complex geological judgments
to interpret the data. The estimation of the recoverable amount is
based upon factors such as estimates of commodity prices, future
capital expenditure and production costs along with geological
assumptions made in estimating the size and grade of the resources.
Details of the mineral resources and reserve estimates can be found
on https://kazeraglobal.com/.
The Group estimates and reports mineral resource estimates in
line with the principles contained in the Australasian Code for
Reporting Exploration Results, Mineral Resources and Ore Reserves
(December 2004), which is prepared by the Joint Ore Reserves
Committee (JORC) of the Australasian Institute of Mining and
Metallurgy, Australian Institute of Geoscientists and Minerals
Council of Australia, known as the "JORC Code". The determination
of a JORC resource is itself an estimation process that involves
varying degrees of uncertainty depending on how the resources are
classified (i.e. measured, indicated or inferred).
As additional geological information is produced during the
operation of a mine and through additional exploration activity,
mineral resource estimates may change. Such changes may impact on
the Group's reported financial position which includes the carrying
value of mines under construction, property, plant and equipment
and inventories.
4 PRIOR YEAR ADJUSTMENT
GROUP Signed Adjustments Restated
2018 as at
accounts 30 June
2018
GBP'000 GBP'000 GBP'000
Non-current
assets
Goodwill 586 (586) -
Other intangible
assets 1,813 (1,813) -
Mines under
construction - 2,399 2,399
Property, plant and equipment 771 - 771
Investment in - - -
subsidiaries
Long-term loan - - -
-------------------------------- ------------------------ --------------------------- ------------------------
Total Non-current
assets 3,170 - 3,170
--------------------------------- ------------------------ --------------------------- ------------------------
Current assets
Trade and other
receivables 213 - 213
Cash and cash
equivalents 1,125 - 1,125
--------------------------------- ------------------------ --------------------------- ------------------------
Total current
assets 1,338 - 1,338
--------------------------------- ------------------------ --------------------------- ------------------------
Current
liabilities
Trade and other
payables 208 - 208
--------------------------------- ------------------------ --------------------------- ------------------------
Total current
liabilities 208 - 208
--------------------------------- ------------------------ --------------------------- ------------------------
Net current
assets 1,130 - 1,130
Net assets 4,300 - 4,300
--------------------------------- ------------------------ --------------------------- ------------------------
Equity
Share capital 2,568 - 2,568
Share premium
account 14,131 - 14,131
Capital
redemption
reserve 2,077 - 2,077
Currency
translation
reserve (90) - (90)
Retained earnings (13,503) - (13,503)
--------------------------------- ------------------------ --------------------------- ------------------------
Equity
attributable to
the owners
of the Company 5,183 - 5,183
Non-controlling
interests (883) - (883)
--------------------------------- ------------------------ --------------------------- ------------------------
Total equity 4,300 - 4,300
--------------------------------- ------------------------ --------------------------- ------------------------
The 2018 balances have been restated in the 2019 financial
statements because of the following reasons:
1. On acquisition of the Tantalite Asset, the amount paid over
and above the fair value of the net assets acquired was attributed
to Goodwill rather than to the value of the exploration asset
purchased. The result of this prior period adjustment has no impact
on the retained earnings of the Group as detailed above.
2. In the prior year, the Company announced that the project in
Namibia had entered into a trial production phase, and therefore
moving out of the exploration phase. As a result, the
classification of the exploration asset has been revised as a Mine
under Construction. The result of this prior year adjustment has no
impact on the retained earnings of the Group as detailed above.
5 SEGMENTAL REPORTING
The Directors are of the opinion that under IFRS 8 - "Operating
Segments" the Group operates in two primary business segments;
being holding company expenses and tantalite mining activities. The
secondary segment is geographic. The Group's losses and net assets
by primary business segments are shown below.
Segmentation by continuing business
Year ended Year ended
30 June 30 June
2019 2018
Profit/ (loss) before income tax GBP'000 GBP'000
--------------------------------- ------------ ------------
Holding company 83 (295)
Tantalite mining activity (1,423) (2,243)
--------------------------------- ------------ ------------
(1,340) (2,538)
--------------------------------- ------------ ------------
Year ended Year ended
30 June 30 June
2019 2018
Net assets GBP'000 GBP'000
-------------------------- ------------ ------------
Holding company 8,530 7,922
Tantalite mining activity 3,029 2,054
-------------------------- ------------ ------------
Segmentation by geographical area
Year ended Year ended
30 June 30 June
2019 2018
Loss before income tax GBP'000 GBP'000
------------------------- ------------- ------------
United Kingdom 83 (295)
Namibia (1,423) (2,243)
------------------------- ------------- ------------
(1,340) (2,538)
------------------------- ------------- ------------
Year ended Year ended
30 June 30 June
2019 2018
Net assets GBP'000 GBP'000
--------------- ------------ ------------
United Kingdom 8,530 7,922
Namibia 3,029 2,054
--------------- ------------ ------------
6 OPERATING LOSS
Year ended Year ended
30 June 30 June
2019 2018
GBP'000 GBP'000
---------------------------------------------- ------------ ------------
Loss for the period has been arrived at after
charging:
Staff costs as per Note 8 below 470 1,067
Auditors remuneration 28 21
Depreciation of property, plant and equipment 202 119
7 AUDITORS' REMUNERATION
The analysis of auditors' remuneration is as follows:
Year ended Year ended
30 June 30 June
2019 2018
GBP'000 GBP'000
----------------------------------------------- ------------ ------------
Fees payable to the Group's auditors for the
audit of the Group's annual accounts 25 20
Total audit fees 25 20
Fees payable to the Group auditor and their
associates for other services to the Group:
Tax services 3 1
28 21
------------------------------------------------------------------ ------------ ------------
8 STAFF COSTS
The average monthly number of employees (including executive
directors) for the continuing operations was:
Year ended Year ended
30 June 30 June
2019 2018
Number Number
---------------------------------------------- ------------ ------------
Group total staff 32 115
GBP'000 GBP'000
---------------------------------------------- ------------ ------------
Wages and salaries 380 822
Share based payment in respect of exercise
of options 54 148
Other benefits 5 4
Social security costs 31 93
470 1,067
----------------------------------------------------------------- ------------ ------------
Directors' emoluments
An analysis of the directors' emoluments and pension entitlements
and their interest in the share capital of the Company is contained
in the Directors' Remuneration report accompanying these financial
statements.
9 TAXATION
The weighted average applicable tax rate of 28.25% (2018: 28.25%)
is a combination of the rates used in the UK and Namibia.
Year ended Year ended
30 June 30 June
2019 2018
GBP'000 GBP'000
-------------------------------------------------------- -------------- -------------
Loss on continuing operations before tax (1,340) (2,538)
---------------------------------------------------------------------------- -------------- -------------
Tax at the weighted average tax rate of 28.25%
(2018: 28.25%) (379) (482)
Effects of:
Expenses not deductible for tax purposes 5 22
Unutilised tax losses carried forward 374 460
Tax charge for period - -
-------------------------------------------------------- -------------- -------------
The taxation charge in future periods will be affected by any
changes to the corporation tax rates in force in the countries
in which the Group operates.
There is an estimated unrecognised deferred tax asset of GBP4,882,000
(2018: GBP4,499,000) on the accumulated tax losses which is
not recognised due to the uncertainty as to when the operations
will generate sufficient profits against which to offset such
assets.
10 LOSS PER SHARE
The calculation of basic loss per share is based on the following
data:
Year ended Year ended
30 June 30 June
2019 2018
GBP'000 GBP'000
-------------------------------------------------------- -------------- -------------
Loss for the year attributable to owners of
the Company (1,049) (1,977)
Weighted average number of ordinary shares
in issue for basic and fully diluted earnings 264,777,533 245,076,157
---------------------------------------------------------------------------- -------------- -------------
LOSS PER SHARE (PENCE PER SHARE)
BASIC AND FULLY DILUTED:
- from continuing and total operations (0.39) (0.81)
---------------------------------------------------------------------------- -------------- -------------
The Company has outstanding warrants and options as disclosed
under Note 20 which may be dilutive in future periods. The effect
in respect of the current year would have been anti-dilutive
(reducing the loss per share) and accordingly is not presented.
11 INTANGIBLE ASSETS
Exploration
and Evaluation
costs Goodwill Total
GROUP GBP'000 GBP'000 GBP'000
------------------------------------- --------------- -------- -------
At 1 July 2017 1,891 588 2,479
Additions 41 - 41
Exchange translation difference (119) (2) (121)
Transfer to Mines under construction
(Note 4 and 12) (1,813) (586) (2,399)
---------------------------------------------------------- --------------- -------- -------
At 30 June 2018 - - -
---------------------------------------------------------- --------------- -------- -------
Additions - - -
Exchange translation difference - - -
At 30 June 2019 - - -
---------------------------------------------------------- --------------- -------- -------
12 MINES UNDER CONSTRUCTION
Construction Mining
in progress licences Total
GROUP GBP'000 GBP'000 GBP'000
-------------------------------------- ------------ --------- -------
At 1 July 2017 - - -
Transfer from Intangible Assets (Note
4 and 11) 2,389 10 2,399
At 30 June 2018 2,389 10 2,399
----------------------------------------------------------- ------------ --------- -------
Additions - - -
Exchange translation difference 13 - 13
At 30 June 2019 2,402 10 2,412
----------------------------------------------------------- ------------ --------- -------
13 PROPERTY, PLANT AND EQUIPMENT
Leasehold
land & Plant & Furniture
buildings machinery & equipment Total
GROUP GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------- ---------- ---------- ------------ -------
Cost
At 1 July 2018 125 858 35 1,018
Exchange translation difference 1 10 - 11
Additions - 136 5 141
----------------------------------------------------- ---------- ---------- ------------ -------
Cost at 30 June 2019 126 1,004 40 1,170
Depreciation
At 1 July 2018 20 211 16 247
Exchange translation difference - 8 4 12
Charge for the year 5 193 4 202
----------------------------------------------------- ---------- ---------- ------------ -------
Depreciation at 30 June 2019 25 412 24 461
----------------------------------------------------- ---------- ---------- ------------ -------
Net book value at 30 June 2019 101 592 16 709
----------------------------------------------------- ---------- ---------- ------------ -------
Net book value at 30 June 2018 105 647 19 771
----------------------------------------------------- ---------- ---------- ------------ -------
14 INVESTMENT IN SUBSIDIARY UNDERTAKINGS
The Company's investments in its subsidiary and associated undertakings
Total
COMPANY GBP'000
-------------------------------------------- --------------------- ------------------
Cost and net book value
At 1 July 2017 1,272
Capitalisation of loan to Aftan 600
-------------------------------------------- --------------------- ------------------
As at 30 June 2018 restated 1,872
Capitalisation of loan to Aftan 335
As at 30 June 2019 2,207
-------------------------------------------- --------------------- ------------------
All principal subsidiaries of the Group are consolidated into
the financial statements.
At 30 June 2019 the subsidiaries were as follows:
Subsidiary Country Principal activity Holding %
undertakings of registration
--------------------- -------------------- ---------------------- ----------- ------
African Tantalum
(Pty) Intermediate holding Ordinary
Ltd Namibia company shares 75
Namibia Tantalite
Investments Ordinary
(Pty) Ltd Namibia Tantalite mining shares 100
Tameka Shelf
Company Mining licence Ordinary
Four (Pty) Ltd Namibia holder shares 100
-------------------- --------------------- ---------------------- -------------------------------- ------
15 LONG-TERM LOAN
c Total
COMPANY GBP'000
At 1 July 2017 3,162
Part capitalisation of loan to
Aftan (note 13) (600)
Increase in loan to Aftan 2,592
As at 30 June 2018 restated 5,154
-------------------------------------------- ------------------ --------
Part capitalisation of loan to
Aftan (note 13) (335)
Increase in loan to Aftan 1,165
As at 30 June 2019 5,984
-------------------------------------------- ------------------ --------
During the year approximately 25% of the intercompany loan was
converted into shares in Aftan.
The intercompany loan to Aftan bears interest at 12% p.a.
16 TRADE AND OTHER RECEIVABLES
GROUP COMPANY
2019 2018 2019 2018
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------- ------- ------- ------- -------
Other receivables 57 206 13 30
Prepayments and accrued income 6 7 6 7
63 213 19 37
--------------------------------------------------- ------- ------- ------- -------
The Directors consider the carrying amount of intercompany loans
and other receivables approximates to their fair value.
17 CASH AND CASH EQUIVALENTS
GROUP COMPANY
2019 2018 2019 2018
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- ------- ------- ------- -------
Cash and cash equivalents 421 1,125 363 907
----------------------------------------------- ------- ------- ------- -------
Cash and cash equivalents (which are presented as a single class
of asset on the face of the balance sheet) comprise cash at bank
and other short term, highly liquid investments with a maturity of
three months or less.
The Directors consider the carrying amount of cash and cash
equivalents approximates to their fair value.
18 TRADE AND OTHER PAYABLES
GROUP COMPANY
2019 2018 2019 2018
GBP'000 GBP'000 GBP'000 GBP'000
--------------------- ---------- ---------- ---------- ----------
Trade payables 15 59 4 8
Other payables 4 4 4 4
Accruals 45 145 35 36
------------------------------------------ ---------- ---------- ---------- ----------
64 208 43 48
------------------------------------------ ---------- ---------- ---------- ----------
The Directors consider the carrying amount of trade payables
approximates to their fair value.
19 SHARE CAPITAL AND SHARE PREMIUM
Number of Nominal value Share premium
shares GBP'000 GBP'000
ISSUED AND FULLY PAID:
At 1 July 2018, shares of
1p each 256,849,443 2,568 14,131
Share issues 29,711,765 298 206
Share issue expenses - - (30)
------------------------------------------------- ------------- --------------- ---------------
At 30 June 2019 286,561,208 2,866 14,307
------------------------------------------------- ------------- --------------- ---------------
Share issues
On 25 March 2019, the Company issued 29,411,765 ordinary shares
at par value of 1p for 1.7p per share for cash in respect of
a private placing.
On 24 May 2019, the Company issued 300,000 ordinary shares at
par value of 1p for 1p per share as a share-based payment to
a director.
Reserves
The Group's reserves are made up as follows:
Share capital: Represents the nominal value of the issued share
capital.
Share premium account: Represents amounts received in excess
of the nominal value on the issue of share capital less any
costs associated with the issue of shares.
Capital redemption reserve: Reserve created on the redemption
of the Company's shares
Share option reserve: Reserve created for the equity settled
share option scheme (note 19)
Currency translation reserve: Reserve arising from the translation
of foreign subsidiaries at consolidation.
Retained earnings: Represents accumulated comprehensive income
for the year and prior periods.
20 SHARE-BASED PAYMENTS
Equity-settled share option scheme
The Company operates share-based payment arrangements to
incentivise directors by the grant of share options. Equity-settled
share-based payments are measured at fair value (excluding the
effect of non-market based vesting conditions) at the date of
grant. The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight-line
basis over the vesting period, based on the Company's estimate of
shares that will eventually vest and adjusted for the effect of
non-market based vesting conditions.
On 17 August 2017, 10,000,000 options were granted to L Johnson,
vesting in 3 tranches, 3,300,000 options on the first anniversary,
3,300,000 options on the second anniversary, and 3,400,000 options
on the third anniversary of the date of grant and exercisable at 6p
per share for 3 years from the vesting date. The options are
subject to certain performance related conditions. These options
were cancelled on 21 December 2018.
On 21 December 2018, 10,000,000 options were granted to L.
Johnson, vesting on 21 December 2021 at an exercisable at 1.75p per
share.
The total share-based payment expense recognised in the income
statement for the year ended 30 June 2019 in respect of the share
options granted was GBP51,000 (2018: GBP148,000). The share options
are only exercisable when NTI have entered full production for at
least six months.
20 SHARE-BASED PAYMENTS (continued)
The total share options at 30 June 2019 is as follows:
----------------------------------------------------------------------------------------
Number
of Number of
options options
at Granted Cancelled at
1 July in in the 30 June Exercise Vesting
2018 the year year 2019 price Date Expiry date
----------- ----------- ----------- ----------- --------- ----------- ------------
3,300,000 - 3,300,000 - 6.00p 17.08.2018 17.08.21
3,300,000 - 3,300,000 - 6.00p 17.08.2019 17.08.22
3,400,000 - 3,400,000 - 6.00p 17.08.2020 17.08.23
- 10,000,000 - 10,000,000 1.75p 21.12.2021 21.12.23
----------- ----------- ----------- ----------- --------- ----------- ------------
10,000,000 10,000,000 10,000,000 10,000,000 1.75p
----------- ----------- ----------- ----------- --------- ----------- ------------
21 FINANCIAL INSTRUMENTS
The Group's financial instruments comprise borrowings, cash
and various items, such as trade receivables and trade payables
that arise directly from its operations. The main purpose of
these financial instruments is to raise finance for the Group's
operations.
FINANCIAL ASSETS BY CATEGORY
Financial assets included in the Statement of financial position
and the headings in which they are included are as follows:
2019 2018
GBP'000 GBP'000
------------------------------------------- ------------- ------------
Financial assets:
Cash and cash equivalents 421 1,125
Loans and receivables 57 206
-------------------------------------------- ------------------- ------------- ------------
478 1,331
---------------------------------------------------------------- ------------- ------------
FINANCIAL LIABILITIES BY CATEGORY
Financial liabilities included in the Statement of financial
position and the headings in which they are included are as
follows:
2019 2018
GBP'000 GBP'000
---------------------------------------------- --------- --------
Financial liabilities at amortised cost:
Trade and other payables 64 43
64 43
---------------------------------------------- --------- --------
21 FINANCIAL INSTRUMENTS (continued)
The following table details the Group's remaining contractual
maturity for its non-derivative financial liabilities with agreed
repayment periods. The table has been drawn up based on the
undiscounted cash flows of financial liabilities based on the
earliest repayment date on which the Group can be required to
pay. The table includes both interest and principal cash flows.
To the extent that interest flows are floating rate, the undiscounted
amount is derived from the interest rate curves at the balance
sheet date. The contractual maturity is based on the earliest
date on which the Group may be required to pay.
Less than 3 months Over 5
1 month 1-3 months to 1 year 1-5 years years
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ---------- ---------- ---------- --------- -------
30 June 2019
Non-interest bearing:
Trade and other payables - 64 - - -
Short term borrowings - - - - -
--------------------------- ---------- ---------- ---------- --------- -------
30 June 2018
Non-interest bearing:
Trade and other payables - 43 - - -
Short term borrowings - - - - -
------------------------------------------------ ---------- ---------- ---------- --------- -------
22 RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group is exposed to a variety of financial risks which
result from both its operating and investing activities. The
Group's risk management is coordinated by the Board of Directors,
and focuses on actively securing the Group's short to medium term
cash flows by minimising the exposure to financial markets.
The main risks the Group are exposed to through its financial
instruments and the operations of the Group are credit risk,
foreign currency risk, liquidity risk and market price risk. These
risks are managed by the Group's finance function together with the
Board of Directors.
Capital risk management
The Group's objectives when managing capital are:
-- to safeguard the Group's ability to continue as a going
concern, so that it continues to provide returns and benefits for
shareholders;
-- to support the Group's growth; and
-- to provide capital for the purpose of strengthening the
Group's risk management capability.
--
The Group actively and regularly reviews and manages its capital
structure to ensure an optimal capital structure and equity holder
returns, taking into consideration the future capital requirements
of the Group and capital efficiency, prevailing and projected
profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities.
Management regards total equity as capital and reserves, for
capital management purposes.
Credit risk
The Company's principal financial assets are bank balances and
cash and other receivables, which represent the Company's maximum
exposure to credit risk in relation to financial assets. The credit
risk on liquid funds is limited because the counterparties are
banks with high credit ratings assigned by international credit
rating agencies.
The Group's maximum exposure to credit risk is GBP421,000 (2018:
GBP1,125,000) comprising cash and cash equivalents.
Liquidity risk
Liquidity risk arises from the possibility that the Group might
encounter difficulty in settling its debts or otherwise meeting its
obligations related to financial liabilities. The Group manages
this risk through maintaining a positive cash balance and
controlling expenses and commitments. The Directors are confident
that adequate resources exist to finance current operations.
22 RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Foreign Currency risk
The Group undertakes transactions denominated in foreign
currencies. Hence, exposures to exchange rate fluctuations arise.
Following the acquisition of African Tantalum (Pty) Ltd. Ltd, the
Group's major activity is now in Namibia, bringing exposure to the
exchange rate fluctuations of GBP/GBP Sterling with the Namibian
Dollar and South African Rand, the currencies in which most of the
operating costs are denominated. At the year end the value of
assets denominated in these currencies was such that the resulting
exposure to exchange rate fluctuations was not material to the
Group's operations. Going forwards the Group is exposed to the US$
as it has entered into an off-take agreement for the major part of
its production, priced in US$.
Exchange rate exposures are managed within approved policy
parameters. The Group has not entered into forward exchange
contracts to mitigate the exposure to foreign currency risk.
The Directors consider the assets most susceptible to foreign
currency movements to be the Investment in Subsidiaries. Although
these investments are denominated in Namibian Dollars their value
is dependent on the global market value of the available Tantalite
resources.
The table below details the split of the cash held as at 30 June
2019 between the various currencies:
Namibian Dollar (NAD) GBP Sterling (GBP) Total GBP Sterling
(GBP)
1,024,147 363,451 420,699
Market Price risk
Going forwards the Group's exposure to market price risk mainly
arises from potential movements in the market price of Tantalite.
The Group is managing this price risk by completing a fixed price
off-take agreement in respect of the major part of its planned
production.
23 EVENTS AFTER THE REPORTING PERIOD
There have been no material events since the reporting date.
24 RELATED PARTY TRANSACTIONS
The remuneration of the Directors, who are the key management
personnel of the Company, is set out in the report of the Board on
remuneration accompanying these financial statements.
During the year, Westleigh Investment Holdings Ltd ("WIHL")
received GBP48,000 (2018: GBP48,000) in respect of accounting,
administration and office accommodation services provided to the
Company. WIHL is a substantial shareholder in the Company and is
controlled by Giles Clarke and Nick Harrison through their holdings
of 73.28% and 26.72% respectively.
During the year, the Company paid GBP1,920 (2018: GBPnil) to
Amerisur Resources plc, a company in which Giles Clarke and Nick
Harrison also hold directorships.
There have been no other material transactions with related
parties.
25 ULTIMATE CONTROLLING PARTY
The Directors do not consider there to be one single ultimate
controlling party.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR CKBDDNBDBCBB
(END) Dow Jones Newswires
December 23, 2019 02:00 ET (07:00 GMT)
Kazera Global (LSE:KZG)
過去 株価チャート
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Kazera Global (LSE:KZG)
過去 株価チャート
から 7 2023 まで 7 2024
