30
September 2024
African Pioneer
Plc
("African" or the "Company")
Interim Results for the
Six Months Ended 30 June 2024
African Pioneer Plc
a company engaging in development of natural
resources exploration projects in Sub-Saharan
Africa, announces its unaudited interim
results for the six months ended 30 June 2024 as set out
below. A copy of the Interims is available
on the Company's website https://africanpioneerplc.com/
OPERATIONAL, FINANCIAL CORPORATE and STRATEGY
REVIEWS
1. Operational
Review
The Company completed an Initial
Public Offering (IPO) on the Standard List of the London Stock
Exchange and the acquisition of its projects in Zambia,
Namibia, and Botswana in 2021. The primary metal in all
countries is copper with by-product potential in all of our
projects. In Zambia we have potential for cobalt, in Namibia for
gold and in Botswana for silver. In 2022 the Company granted
an option to First Quantum Minerals Ltd in
relation to 4 of the 5 Zambian exploration licences held by African
Pioneer Zambia which First Quantum has
exercised more details of which are provided in the Corporate
Highlights section of this review.
The Company's main focus during the
period was on evaluating and advancing its 85% owned Namibian
Projects, including the Ongombo mining licence application, and the
Zambian licence (80% owned) and Botswana Projects (100% owned) that
are not the subject of options.
2. Technical review of
Projects: After the IPO and having
acquired its projects in Namibia, Zambia and Botswana, the Company
commenced technical reviews and / or work programmes on its
projects located in Namibia and Zambia. The primary metal in all
countries is copper with by-product potential in all of our
projects. In Zambia we have potential for cobalt, in Botswana for
silver and in Namibia for gold.
2.1
Namibia:
On 7 February 2024 the Company
provided an update on its Ongombo copper -gold project the
highlights of which were.
Highlights
· EPL
5772 has been renewed for two years (to 1st February
2026)
· Environmental and Social Impact Assessment (ESIA) is at an
advanced stage of completion
· X-ray
transmission ("XRT") ore sorting sensor tests returned positive
results and that laser or colour sensor technology can be used to
separate ore and waste
· Independent updated total (gross)* Indicated Mineral Resource
Estimate (MRE) of 5.7Mt at 1.1% Cu Equivalent (CuEq), 0.94% Cu and
0.23g/t Au and a very substantial Inferred underground potential
Resources of 23Mt at 1.1% CuEq, 0.95% Cu and 0.24g/t Au as
announced on 16 May 2023
· Advanced discussions with multiple parties about project level
funding of the Ongombo Project.
Further work has been undertaken to
assess the potential of the Ongombo Project with the engagement of
external mining and resource consultants to re-evaluate the open
pit resource in light of the positive ore sorting results achieved.
In addition, African Pioneer is considering an opportunity to
utilise some excess capacity that may be available to the Company
in a Namibian copper concentrator plant where a pre-concentrate
could potentially be delivered on a toll or other appropriate basis
to produce a saleable copper-gold concentrate.
Project Background:
The Ongombo project is situated in Exclusive
Prospecting License (EPL) 5772 in the Khomas region of the Windhoek
District of Namibia, 45 km from Windhoek, the capital of Namibia.
The project area has relatively well-developed infrastructure on
the farms Ongombo Ost and Ongombo West. The property is easily
accessed by a tar road from Windhoek to Gobabis and then on a
gravel road up to the project area. There is also a railway line
from Gobabis to Walvis Bay, via Windhoek running parallel to the
tarred road. The Ongombo Project is located 15km northeast from
Otjihase Mine which consists of two underground mines (Otjihase and
Matchless) and an 800ktpa copper concentrator.
The Ongombo project lies within the
Matchless Member of the Kuiseb Formation, a conspicuous assemblage
of lenses of foliated amphibolites, chlorite-amphibolite schist,
talc schist and metagabbro. This belt, up to 5km wide in the
Otjihase area, stretches 350km east-north-eastwards in the Southern
Zone of the Damara Orogen from the Gorob - Hope area. The deposit
is generally described as a Besshi-type massive sulphide. These are
described as thin sheet-like bodies of massive to well-laminated
pyrite, pyrrhotite, and chalcopyrite within thinly laminated
clastic sediments and mafic tuffs. At the Ongombo project
mineralisation occurs in one continuous zone approximately 7 km
long and 0.5 - 1 km wide. The mineralisation zone dips
consistently 15-20° northwest and plunges 5° northeast.
Mineralisation is gradually thinning westward.
EPL 5772 has been renewed to 1
February 2026. A conditional Environmental Clearance Certificate
for mining activities was granted on EPL 5772 and is valid until 16
April 2026. A 20 Year Mining Licence, ML 240, was granted on 10
August 2022 and covers a portion of EPL 5772 and approximately one
third of the open pit resource. An extension to the Mining Licence
was submitted on 6 September 2022 to encompass the wider Resource
Area.
2.2
Zambia: As described at
paragraph 4.5 below on 19 January 2022 African Pioneer Zambia Ltd,
which is 80% owned by the Company, entered into an option agreement
with First Quantum (listed on the Toronto Stock Exchange over 4 of
the 5 Zambian exploration licences held by a subsidiary company,
African Pioneer Zambia.
First Quantum has exercised its
option over the 4 Zambian licences which it has an option
over.
Highlights
· Drilling confirmed proof of concept that licences are in the
right lithology confirming Congo-style mineralisation.
· 4
diamond drill holes completed at the Turaco target for
1,297.1m.
· A
772.3m deep diamond drill hole completed over the Ikatu on an Audio
Magneto Telluric ("AMT") generated target.
· 9
reverse circulation ("RC") holes drilled at the Chipopa target for
a total of 780m.
· During
the course of the programme First Quantum confirmed their intention
to exercise their option as reported on 16 February
2024.
·
The parties have met and agreed an appropriate
ground relinquishment strategy consistent with licence renewal
required later in the year together with an exploration
programme.
First Quantum continue to evaluate
the licences under the option agreement based on licence-wide
geochemical analysis and drilling completed to date. A number of
targets have been identified, some of which warrant more detailed
follow up. This geological environment classified as the Fold and
Thrust Belt is complex and the Company benefits from the expertise
and local knowledge gained by First Quantum following years of
exploration in the region. The Fold and Thrust Belt and adjoining
Western Foreland are currently the focus of intense exploration and
speculation from exploration companies of varying size and the
information being generated by African Pioneer and First Quantum
represents extremely valuable data and knowledge of a region with
little detailed exploration having taken place but where the
exploration prize is potentially significant.
2.3
Botswana:
The Company continues to evaluate
the scope for smaller scale deposits within the group of 5
prospecting licences that make up the Botswanan portfolio.
Strategic alliances and new discoveries are taking place in
Botswana alongside the application of regional airborne geophysical
surveys that have the potential to discover new geological
settings. The Company will continue to monitor developments but in
the interim will focus on near-term production opportunities and
improved likelihood of major discoveries on other projects within
the Company portfolio.
The Botswana projects comprise 5
prospecting licences which have been renewed through 31 March 2026
and comprise approximately 770 sq. km. in the Kalahari Copperbelt.
Whilst the exploration to date on the licences which were the
subject of the Sandfire Option Agreement (see paragraph 4.6 below)
does not currently indicate prospectivity for a large scale mining
operation the Board believes that there is prospectivity for a
smaller to medium sized mining operation targeting in the range of
5,000 to 10,000 tonnes of contained copper per annum. Although too
small for a large scale miner a mine of this size would fit very
well into the demand for small to medium mines to help bridge the
gap in the predicted shortfall of copper to meet future projected
demand.
All the Botswana licences are
currently under review by the Company in cooperation with its
external geological consultant with specific expertise of
Botswanan copper geology. The region represents a significant
copper exploration and resource development destination and as such
all exploration ground has potential strategic importance
particularly in the case of African Pioneer which has several
licences in the general area.
3. Financial
Review
3.1
Financial highlights:
· £322K
loss after tax (2023: £301K)
· Approximately £86K cash at bank at the period end (Dec 2023:
£372k).
· The
basic and diluted losses per share are summarised in the table
below
Loss per share (pence)
|
|
2024
|
2023
|
Basic & diluted
|
Note
3
|
(0.14)p
|
(0.16)p
|
· The
net asset value as at 30 June 2024 was £4.92m (31 December 2023 £5.24m)
3.2
Financings:
On 2 May 2024, the Company announced
that it had on 1 May 2024 entered into an unsecured convertible
loan funding facility agreement for up to £1,000,000 (the
"Facility") with Sanderson
Capital Partners Ltd (the "Lender"), a long term shareholder in
the Company, which is convertible at 2.8 pence per ordinary share.
The Facility can be drawn down in 4 tranches of £250,000 each. The
Facility can be extended by the Company by a further £500,000
("Optional Facility") if
the Company drawsdown in full or in part against all 4 tranches of
the Facility in which case the conversion price for the Optional
Facility will be 4 pence per ordinary share. The Facility is a
standby facility as a potential additional source of working
capital for the Company in a period when the funding market for
junior exploration companies can be subject to market volatility.
The Company can use the Facility, at its discretion, to fund the
working capital requirements of the Company and its subsidiaries as
determined by the Company but is not required to drawdown under the
Facility. The Company made an initial drawdown of
£250,000 post period as detailed in note 9 to the
accounts.
4. Corporate Review
4.1
Company Board: The Board of the
Company comprises Colin Bird, Executive Chairman Raju Samtani,
Finance Director Christian Cordier, Business Development Director
Kjeld Thygesen, Independent Non-executive Director James Nicholas
Cunningham-Davis, Non-executive Director
4.2
Listing: The Company was admitted to
the Official List (Standard Segment) and commenced trading on the
Main Market for listed securities of the London Stock Exchange on 1
June 2021 (the "Listing" or
"IPO").
4.3
Corporate Acquisitions and Group: As
previously reported the Company completed the acquisition of
projects based in Namibia, Zambia, and Botswana and on 27 August
2021 announced that it had acquired a further 15% interest in its
Namibian Projects. During the period the Company did not make
any corporate acquisitions and as at the period end it
owns;
1) 100% of Zamcu Exploration Pty Ltd
("Zamcu").
Zamcu via its subsidiaries
holds a 85 per cent. interest in two Namibia Exclusive Prospecting
Licenses ("EPLs") located within the Matchless amphibolite Belt of
central Namibia (the "Namibian
Projects");
2) 80% of African Pioneer Zambia
Limited ("APZ").
APZ holds a 100 per cent. interest in four
Zambian Prospecting Licenses (PLs) located in the Central Africa
Copperbelt (Copperbelt), which are the subject of the First Quantum
Option Agreement (the "Zambian
Optioned Projects");
3) 80% of African Pioneer Chongwe
Limited ("APC").
APC holds a 100 per cent. interest in one
Zambian Prospecting License (PL) located in the Zambezi area(the
"Zambian Owned
Project")
The Zambian Optioned Projects and
the Zambian Owned Project are collectively (the "Zambian Projects")
4) 100% of Resource Capital Partners
Pty Ltd ("RCP").
RCP which holds a 100 per cent.
interest in eight Botswana Prospecting Licenses ("PLs") located in two areas namely (1)
the Kalahari Copperbelt (KC), which comprises six PLs , four of
these six PLs were the subject of the Sandfire Option Agreement and
(2) the Limpopo Mobile Belt (Limpopo), which comprises two PLs (the
"Botswanan
Projects")
(together the "Projects") (the "Subsidiaries") (together the
"Group").
4.5
First Quantum Option Agreement: The
First Quantum Option Agreement was announced on 20 January 2022 and
the highlights of the agreement are:
· The
four exploration licences the subject of the First Quantum Option
Agreement are in the highly prospective Central Africa Copperbelt
in northwest Zambia which is the largest and most prolific
mineralized sediment- hosted copper province in the world and are
located less than 100km from First Quantum's giant Sentinel copper
mine.
· The
exploration licenses include geological formations similar in age
and rock type to that hosting the major copper deposits of the
Copperbelt
· On 16
February 2024 the Company announced that First Quantum had
delivered a notice to exercise their option over exploration
licences 27770-HQ-LEL and 27768-HQ-LEL having already exercised in
October 2023 their option over licences 27767-HQ - LEL and 27771-HQ
- LEL. Prior to exercising these options First Quantum had met the
initial expenditure requirement by spending US500,000 on each of
the exploration licences 27767-HQ-LEL, 27768-HQ-LEL, 27770-HQ-LEL,
and 27771-HQ-LEL (the "Zambian
Projects").
· Although First Quantum has exercised its option it has at this
stage it has not earned any shares in African Pioneer Zambia, just
the right to proceed to the First Earn In Period.
· During
the First Earn In Period which expires on 28 February 2026, First
Quantum has the right but not the obligation to prepare a Technical
Report in respect of the Zambian Projects demonstrating an
Indicated Mineral Resource of at least 300,000 tonnes of contained
copper (the "Technical Report
Requirement"). First Quantum is to fund the Technical
Report. Once the Technical Report is issued First Quantum has the
right to be issued shares equal to a 51% shareholding in African
Pioneer Zambia. This will also trigger the Second Earn-In
Period.
· In the
Second Earn-In Period First Quantum shall have the right but not
the obligation to complete all necessary mining, metallurgical and
development studies to establish a mine at the Property and make a
public announcement that it intends to proceed towards commercial
development of a Mine on the Property (a "Decision to Mine"). First Quantum is to
fund all costs related to the Decision to Mine. Once First
Quantum announces a Decision to Mine First Quantum has the right to
be issued shares in African Pioneer Zambia to increase their 51%
shareholding in African Pioneer Zambia to 75%.
First Quantum: is one of the
world's top 10 copper producers operating in several countries
including Zambia where it owns the Sentinel and Kansanshi mines in
North West Zambia and is known for its specialist technical
engineering construction and operational skills which have allowed
it to develop and successfully run complex mines and processing
plants. Colin Bird, the chairman of African Pioneer, was a
founder of and floated Kiwara Plc in around 2008 which discovered
copper in northwest Zambia and was sold to First Quantum in January
2010 for U$260 million. First Quantum then developed the Kiwara Plc
projects into the Sentinel mine which is the world's
14th largest copper mine.
Exploration licence 27769-HQ-LEL
which is not covered by the Option Agreement has been transferred
from African Pioneer Zambia to African Pioneer Chongwe Ltd a new
Zambian company owned 80% by the Company and 20% by its local
partners and is in the Zambezi area located within the Zambezi belt
of southern Zambia that hosts a Lower Katanga
supergroups.
4.6
Sandfire Option Agreement: The
Sandfire Option Agreement was announced on 4 October 2021 and was
for two years from 2 October 2021 and related to PL 100/2020, PL
101/2020, PL 102/2020 and PL 103/2020 (the "Included Licences"). Sandfire
paid US$500K and issued 107,272 Sandfire ordinary shares to the
Company at the time of entering into the Sandfire Option
Agreement. As announced on 29 September 2023 Sandfire
notified the Company that it would not be exercising its option
under the Sandfire Option Agreement. Sandfire's Exploration
Commitment under the Sandfire Option Agreement was to fund US$1
million of exploration expenditure on the Included Licences (the
"Exploration Commitment")
within the Option Period with 60% of the Exploration Commitment to
be on drilling and assay costs. If the Exploration Commitment is
not spent, any shortfall is due to be paid by Sandfire to African
Pioneer. The Company is reviewing the Exploration Commitment
with Sandfire. Sandfire have confirmed that they will provide
Exploration Information that it holds in relation to the Included
Licences.
All the Botswana licences are
currently under review by the Company in cooperation with its
external geological consultant with specific expertise of
Botswanan copper geology. The region represents a significant
copper exploration and resource development destination and as such
all exploration ground has potential strategic importance
particularly in the case of African Pioneer which has several
licences in the general area.
Whilst the exploration to date on
the licences which were the subject of the Sandfire Option
Agreement does not currently indicate prospectivity for a large
scale mining operation the Board believes that there is
prospectivity for a smaller to medium sized mining operation
targeting in the range of 5,000 to 10,000 tonnes of contained
copper per annum. Although too small for a large scale miner a mine
of this size would fit very well into the demand for small to
medium mines to help bridge the gap in the predicted shortfall of
copper to meet future projected demand.
5. Strategy Review
The Company's short to medium term
strategic objectives are to enhance the value of its mineral
resource Projects through exploration and technical studies
conducted by the Company or through joint venture or other
arrangements (such as the First Quantum Option Agreement) with a
view to establishing the Projects can be economically mined for
profit. With a positive global outlook for both base and precious
metals, the Directors believe that the Projects provide a base from
which the Company will seek to add significant value through the
application of structured and disciplined exploration.
6. Outlook
Outlook for Copper: During the
second half of 2023 and into mid 2024 the copper price recovered up
to U$11,000 per tonne and is currently around US$9,000 per tonne.
As previously reported i) forecasts for the price of copper
and its by-product metals remain positive in the range of
US$10-US$15,000 per tonne; and ii) the outlook for copper supply
remains quite pessimistic as most large copper mining projects have
been shelved as a result of political or economic reasons but we
anticipate this will lead to both smaller but profitable mines
being developed , and junior mining companies with good copper
resources in reliable jurisdictions becoming potential targets for
acquisitions by major mining companies. As a result, the Company is
well positioned with all its projects, to take part in a potential
acquisition boom or alternatively to attract financing for its own
operations which might not otherwise have been
available.
The major mining companies are
seeking new projects for acquisition and all our projects have the
fundamentals which may attract the attention of larger companies as
reflected in the fact that First Quantum has issued an Option Exercise Notice in relation to the 4 Zambian
exploration licences the subject of the First Quantum Option
Agreement.
The Board continues to believe the
Group has assembled an enviable portfolio of projects and we look
forward to advancing all our projects and providing our
shareholders with the prospects of enhanced value flowing into next
year.
7. Post Period
Events
On 13 August 2024 the Company
announced that it had issued a drawdown notice for £250,000 under
its unsecured convertible loan funding facility agreement for up to
£1,000,000 with Sanderson Capital Partners Ltd (the "Lender"), The
£250,000 drawdown is repayable in 12 months and convertible by the
Lender at 2.8 pence per share. The Lender is due;
i) a drawdown fee of £5,000 being 2%
of the amount drawdown to be settled by the issue of 232,558 new
ordinary shares ("Shares")
credited as fully paid at 2.15 pence per share being the five-day
VWAP on 9 August 2024 (the "Drawdown Fee Shares") with the Drawdown
Fee Shares to be issued on or before 31 December 2024 or such other
date agreed by the parties; and
ii) £125,000 of three year warrants
over Shares with an exercise price of 4 pence per Share.
On 16 September 2024 the Company
announced the issue of 949,923 new Ordinary Shares of no par value
("Ordinary Shares) to settle a total of £21,940 accrued consultancy
fees.
INTERIM MANAGEMENT REPORT
The Directors are required to
provide an Interim Management Report in accordance with the
Financial Conduct Authorities ("FCA") Disclosure Guidance and
Transparency Rules ("DTR"). The Directors consider the preceding
Operational, Financial, Corporate and Strategy Review of this Half
Yearly Financial Report provides details of the important events
which have occurred during the period and their impact on the
financial statements as well as the outlook for the Company for the
remaining six months of the year ended 31 December 2024.
The following statement of the
Principal Risks and Uncertainties, the Related Party Transactions,
the Statement of Directors' Responsibilities and the Operational,
Financial, Corporate and Strategy Review constitute the Interim
Management Report of the Company for the six months ended 30 June 2024.
Principal Risks and Uncertainties
The principal risks that are
specific to the Company were detailed under this heading in Part 1
Summary of the Company's prospectus which was published on 26 May
2021 (the "Prospectus")
which is available on the Company's website at
https://africanpioneerplc.com/company-documents-circulars-and-notices/
. Part II Risk factors of the Prospectus provides
more details of risk factors specific and material to the Group and
to the Natural Resources Sector. The Strategic Report in the
2023 Annual Accounts also provided a detailed summary of the
principal risks and uncertainties faced by the Company, a copy of
the 2023 Annual Accounts are available on the Company's website
at https://africanpioneerplc.com/financial-reports/
.
The Board are of the opinion that
these risk factors will continue to remain unchanged for the
forthcoming six-month period.
The principal risks and
uncertainties facing the group are as follows:
· There
are significant risks associated with any exploration project and
the ability of the Company to explore, develop and generate
operational cashflows from its projects requiring the Company to
reply on fundraisings to funds its operational costs
· No
assurances can be given that minerals will be discovered in
economically viable quantities at the Company's
projects
· Adverse foreign exchange fluctuations
· Volatility in financial markets and commodity
markets
Related Party Transactions during the period
The table below shows the
shareholdings of Directors and their related parties as at 30 June
2024 and the date of these interim accounts and % shareholdings at
30 June 2024 and as at 20 September 2024 following the issue of
949,923 shares by the Company post the period end (see paragraph 7
above).
Director & Position
|
No. of
shares
|
%
30 June
2024
|
%
20 Sept
2024
|
Colin Bird: Chairman
|
24,117,284
|
10.74%
|
10.70%
|
Raju Samtani: Finance
Director
|
18,395,061
|
8.07%
|
8.03%
|
Christian Cordier Commercial
Director
|
17,222,222
|
7.55%
|
7.52%
|
Kjeld Thygesen: Non
Executive
|
1,033,334
|
0.45%
|
0.45%
|
James Cunningham-Davis: Non
Executive
|
-
|
Nil
|
Nil
|
Directors' Letters of Appointment
and Service Agreements as disclosed in the Prospectus, and which
remained in force during the period are summarized
below:
(a)
Pursuant to an agreement dated 24 May 2021, the
Company renewed the appointment of James Cunningham-Davis as a
Director. The appointment continues unless terminated by either
party giving to the other 3 months' notice in writing. James
Cunningham-Davis is entitled to director's fees of £12,000 per
annum for being a director of the Company plus reasonable and
properly documented expenses incurred during the performance of his
duties which will be invoiced by Cavendish Trust Company Ltd an
Isle of Man Trust Company that James Cunningham-Davis is a founder
and managing director of. James Cunningham-Davis is not entitled to
any pension, medical or similar employee benefits. The agreement
replaces all previous agreements with James Cunningham-Davis and/or
Cavendish Trust Company Ltd in relation to the appointment of James
Cunningham-Davis as a director of the Company.
(b)
Pursuant to an agreement dated 24 May 2021, the
Company appointed Kjeld Thygesen as a non-executive Director with
effect from the date of the IPO. The appointment continues unless
terminated by either party giving to the other 3 months' notice in
writing and Kjeld Thygesen is entitled to director's fees of
£18,000 per annum for being a director of the Company plus
reasonable and properly documented expenses incurred during the
performance of his duties. Kjeld Thygesen is not entitled to any
pension, medical or similar employee benefits.
(c)
Pursuant to an agreement dated 24 May 2021, the
Company renewed the appointment of Colin Bird as a Director. The
appointment continues unless terminated by either party giving to
the other 3 months' notice in writing. Colin Bird is entitled to
director's fees of £18,000 per annum for being a director of the
Company plus reasonable and properly documented expenses incurred
during the performance of his duties. Colin Bird is not entitled to
any pension, medical or similar employee benefits. The agreement
replaces all previous agreements with Colin Bird in relation to his
appointment as a director of the Company.
(d)
Pursuant to a consultancy agreement dated 24 May
2021, the Company has, with effect from the date of the IPO,
appointed Colin Bird as a consultant to provide technical advisory
services in relation to its current and future projects including
but not limited to assessing existing geological data and studies,
existing mine development studies and developing exploration
programs and defining the framework of future geological and mine
study reports (the "Colin Bird Services"). The appointment
continues unless terminated by either party giving to the
other 3 months' notice in writing. Colin Bird is entitled to fees
of £3,500 per month for being a consultant to the Company plus
reasonable and properly documented expenses incurred during the
performance of the Colin Bird Services.
(e)
Pursuant to an agreement dated 24 May 2021, the
Company renewed the appointment of Raju Samtani. The appointment
continues unless terminated by either party giving to the other 3
months' notice in writing. Raju Samtani is entitled to director's
fees of £18,000 per annum for being a director of the Company plus
reasonable and properly documented expenses incurred during the
performance of his duties. Raju Samtani is not entitled to any
pension, medical or similar employee benefits. The agreement
replaces all previous agreements with Raju Samtani in relation to
his appointment as a director of the Company.
(f)
Pursuant to a consultancy agreement dated 24 May
2021, the Company has ,with effect from the date of Admission,
appointed Raju Samtani as a financial consultant to provide
financial advisory services to the Company (the "Raju Samtani
Services"). The appointment continues unless terminated by
either party giving to the other 3 months' notice in writing. Raju
Samtani is entitled to fees of £2,667 per month for being a
consultant to the Company plus reasonable and properly documented
expenses incurred during the performance of the Raju Samtani
Services.
(g)
Pursuant to an agreement dated 24 May 2021, the
Company appointed Christian Cordier as a Director with effect from
the date of Admission. The appointment continues unless terminated
by either party giving to the other 3 months' notice in writing.
Christian Cordier is entitled to director's fees of £18,000 per
annum for being a director of the Company plus reasonable and
properly documented expenses incurred during the performance of his
duties. Christian Cordier is not entitled to any pension, medical
or similar employee benefits.
(h)
Pursuant to a consultancy agreement dated 24 May
2021, with Mystic Light Pty Ltd a personal service company of
Christian Cordier the Company has secured the services of Christian
Cordier, with effect from the date of the IPO, as a business
development consultant to provide business development l advisory
services to the Company in relation to its existing and future
projects (the "Christian Cordier Services"). The appointment
continues unless terminated by either party giving to the
other 3 months' notice in writing. Mystic Light Pty Ltd is entitled
to fees of £1,000 per month for providing the Christian Cordier
Services plus reasonable and properly documented expenses incurred
during the performance of the Christian Cordier Services.
(i)
The Company entered into a contract, dated first
August 2013 with Lion Mining Finance Limited ("LMF") a company controlled by Colin
Bird, under which LMF provides administrative services to the
Company for £750
plus VAT per calendar month
Related Party transactions described in the annual report to
31 December 2023
Other than disclosed above and the
intra group loans made by Company to its subsidiaries to finance
their ongoing activities there have been no changes in the related
parties transactions described in the annual report for the year
ended 31 December 2023 that could have a material effect on the
financial position or performance of the Company in the first six
months of the current financial year.
Responsibility Statement
The Directors, whose names and
functions are set out in this report under the heading Company
Board, are responsible for preparing the Unaudited Interim
Condensed Consolidated Financial Statements in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority ('DTR') and with International
Accounting Standard 34 on Interim Financial reporting
(IAS34). The Directors confirm that, to the best of their
knowledge, this Unaudited Interim Condensed Consolidated Report,
which has been prepared in accordance with IAS34, gives a true and
fair view of the assets, liabilities, financial position and profit
or loss of the Group and the interim management report includes a
fair review of the information required by DTR 4.2.7 R and by DTR
4.2.8 R, namely:
· an
indication of key events occurred during the period and their
impact on the Unaudited Interim Condensed Consolidated Financial
Statements and a description of the principal risks and
uncertainties for the second half of the financial year;
and
· material related party transactions that have taken place
during the period and that have materially affected the financial
position or the performance of the business during that
period.
For and on behalf of the Board of
Directors
Colin Bird
Executive Chairman
30 September 2024
African Pioneer Plc
Colin Bird
Executive Chairman
|
|
Beaumont Cornish (Financial
Adviser)
Roland Cornish/Asia
Szusciak
|
+44 (0) 20 7628 3396
|
Novum Securities Limited (Broker)
Jon Belliss
|
+44
(0) 20 7399 9400
|
or
visit https://africanpioneerplc.com/
The information contained within this announcement is deemed
by the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014
as it forms part of UK Domestic Law by virtue of
the European Union (Withdrawal) Act 2018 ("UK
MAR").
Beaumont Cornish Limited, which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is Financial Adviser to the Company in relation
to the matters referred herein. Beaumont Cornish Limited is acting
exclusively for the Company and for no one else in relation to the
matters described in this announcement and is not advising any
other person and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Beaumont Cornish Limited, or for providing advice in
relation to the contents of this announcement or any matter
referred.
Group Statement of Profit and
Loss
For
the six months ended 30 June 2024
|
Notes
|
Unaudited
Six months
ended
30 June
2024
£
|
Unaudited
Six
months
ended
30
June
2023
£
|
|
|
|
|
Income
|
|
|
|
|
|
|
|
Dividend receivable
|
|
|
-
|
Realised gain on sale of
investments
|
|
-
|
34,799
|
Unrealised gain/(loss) on
investments
|
|
|
-
|
|
|
|
|
Total income
|
|
-
|
(34,799)
|
|
|
|
|
Operating expenses
|
|
(321,778)
|
(336,176)
|
Group operating loss
|
|
(321,778)
|
(301,377)
|
|
|
|
|
Interest costs
|
|
-
|
(3)
|
|
|
|
|
Loss
before taxation
|
|
(321,778)
|
(301,380)
|
Taxation
|
|
|
-
|
|
|
|
|
Loss
for the period
|
|
(321,778)
|
(301,380)
|
Loss per share (pence)
|
|
|
|
Basic & Diluted
|
3
|
(0.14)p
|
(0.16)p
|
Group Statement of Other
Comprehensive Income
For
the six months ended 30 June 2024
|
|
Unaudited
Six months
ended
30 June
2024
£
|
Unaudited
Six
months
ended
30
June
2023
£
|
Other comprehensive income:
|
|
|
|
Loss for the period
|
|
(321,778)
|
(301,380)
|
Items that may be reclassified to profit or
loss:
|
|
|
|
Foreign currency reserve
movement
|
|
23,586
|
(25)
|
Total comprehensive loss for the period
|
|
(298,192)
|
(301,405)
|
|
|
|
|
Attributable
|
|
|
|
Owners of the Company
Non-controlling interest
|
|
(298,192)
|
(301,405)
-
|
|
|
|
|
|
|
(298,192)
|
(301,405)
|
GROUP STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June
2024
|
Share
capital
|
Retained
earnings
|
Foreign exchange
reserve
|
Warrant
reserve
|
Non
Controlling
interest
|
Total
equity
|
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
Unaudited - six months ended 30 June 2024
|
|
|
|
|
|
|
Balance at 1 January 2024
|
6,216,282
|
(1,638,929)
|
(118,443)
|
67,923
|
687,348
|
5,214,181
|
|
|
|
|
|
|
|
Current period loss
|
-
|
(321,778)
|
23,586
|
-
|
-
|
(298,192)
|
Total comprehensive loss for the period
|
-
|
(321,778)
|
23,586
|
-
|
-
|
(298,192)
|
|
|
|
|
|
|
|
Share based payment charge
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Net proceeds from shares
issued
|
-
|
-
|
-
|
-
|
-
|
-
|
Balance at 30 June 2024
|
6,216,282
|
(1,960,707)
|
(94,857)
|
67,923
|
687,348
|
4,915,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited - six months ended 30 June 2023
|
|
|
|
|
|
|
Balance at 1 January 2023
|
5,475,204
|
(949,716)
|
2,083
|
23,901
|
687,348
|
5,238,820
|
Current period loss
|
-
|
(301,380)
|
(25)
|
-
|
-
|
(301,405)
|
Total comprehensive loss for the period
|
-
|
(301,380)
|
(25)
|
-
|
-
|
(301,405)
|
Share based payment charge
|
(7,129)
|
-
|
-
|
7,129
|
-
|
-
|
Net proceeds from shares
issued
|
746,100
|
-
|
-
|
-
|
-
|
746,100
|
As
at 30 June 2023
|
6,214,175
|
(1,251,096)
|
2,058
|
31,030
|
687,348
|
5,683,515
|
Group Statement of Financial
Position
As
at 30 June 2024
|
|
Unaudited
|
Audited
|
|
|
30
June
2024
|
31
December
2023
|
|
Notes
|
£
|
£
|
|
|
|
|
ASSETS
|
|
|
|
Non-current assets
|
|
|
|
Exploration and evaluation
assets
|
6
|
5,382,017
|
5,221,534
|
Total non-current assets
|
|
5,382,017
|
5,221,534
|
|
|
|
|
Current assets
|
|
|
|
Trade and other
receivables
|
|
24,773
|
12,026
|
Cash and cash equivalents
|
|
86,710
|
372,156
|
Available -for-sale
investments
|
4
|
-
|
-
|
Total current assets
|
|
111,483
|
384,182
|
|
|
|
|
TOTAL ASSETS
|
|
5,493,500
|
5,605,716
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
|
(455,289)
|
(269,313)
|
Taxation
|
|
(122,222)
|
(122,222)
|
Total current liabilities
|
|
(577,511)
|
(391,535)
|
|
|
|
|
NET
CURRENT / (LIABILITIES) ASSETS
|
|
466,028
|
(7,353)
|
|
|
|
|
Non-current liabilities
|
|
|
|
Loans
|
|
-
|
-
|
Total non-current liabilities
|
|
-
|
-
|
|
|
|
|
TOTAL LIABILITIES
|
|
(577,511)
|
(391,535)
|
NET
ASSETS
|
|
4,915,989
|
5,214,181
|
|
|
|
|
EQUITY
|
|
|
|
Share capital
|
7
|
6,216,282
|
6,216,282
|
Warrant reserve
|
|
67,923
|
67,923
|
Foreign exchange reserve
|
|
(94,857)
|
(118,443)
|
Retained earnings
|
|
(1,960,707)
|
(1,638,929)
|
|
|
4,228,641
|
4,526,833
|
Non controlling interest
|
|
687,348
|
687,348
|
TOTAL EQUITY
|
|
4,915,989
|
5,214,181
|
Group Statement of Cash Flows
For
the six months ended 30 June 2024
|
|
Unaudited
|
Unaudited
|
|
|
Six months
ended
30 June
2024
|
Six
months
ended
30
June
2023
|
|
|
£
|
£
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
Loss before tax
|
|
(321,778)
|
(301,380)
|
Adjustments for:
|
|
|
|
Dividends received
|
|
-
|
-
|
(Gain)/Loss on sale of
investments
|
|
-
|
34,799
|
Unrealised loss/(gain) on
investments
|
|
-
|
-
|
(Increase) in receivables
|
|
(12,746)
|
(425,362)
|
Increase in payables
|
|
185,975
|
25,704
|
|
|
|
|
Net
cash inflow from operating activities
|
|
(148,549)
|
(666,239)
|
|
|
|
|
|
|
|
|
Cash
flows from/(used) in investing activities
|
|
|
|
Dividends received
|
|
|
-
|
Net movement in Investments
held
|
|
-
|
360,950
|
Purchase of Exploration and
Evaluation assets
|
|
(160,483)
|
(122,941)
|
|
|
|
238,009
|
Cash
flows from financing activities
|
|
|
|
Proceeds from Issue of shares, net of
issue costs
|
|
-
|
746,100
|
Shares issued to acquire
subsidiaries
|
|
-
|
-
|
|
|
-
|
746,100
|
|
|
|
|
(Decrease)/Increase in cash
|
|
(309,032)
|
317,870
|
Effect of foreign exchange rate
changes
|
|
23,586
|
(25)
|
Cash
and cash equivalents at beginning of period
|
|
372,156
|
71,674
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of period
|
|
86,710
|
389,519
|
Notes to the interim financial information
For
the six months ended 30 June 2024
1.
General
information
This financial information is for
African Pioneer Plc ("the Company") and its subsidiary
undertakings. The principal activity of African Pioneer Plc (the
'Company') and its subsidiaries (together the 'Group') is the
development of natural resources exploration
projects in Sub-Saharan Africa. The Company is a public
limited company and was listed on to the Official
List (Standard Segment) and commenced trading on the Main Market
for listed securities of the London Stock Exchange on 1 June
2021. The Company is domiciled in the Isle of Man and was
incorporated on 20th July 2012 under the Isle of Man Companies Act
2006 with company registration number 00859IV, and with registered
address being 19-21 Circular Road, Douglas, Isle of Man IM1
1AF.
2.
|
Basis of preparation
The unaudited interim financial
information set out above, which incorporates the financial
information of the Company and its subsidiary undertakings (the
"Group"), has been prepared
using the historical cost convention and in accordance with
International Financial Reporting Standards ("IFRS").
These interim results for the six
months ended 30 June 2024 are unaudited and do not constitute
statutory accounts as defined in section 434 of the Companies Act
2006. The financial statements for the year ended 31 December
2023 were audited and the auditors' report on those financial
statements was unqualified and contained a material uncertainty
pertaining to going concern.
The same accounting policies,
presentation and methods of computation have been followed in these
unaudited interim financial statements as those which were applied
in the preparation of the company's annual financial statements for
the year ended 31 December 2023.
The interim consolidated financial
information incorporates the financial statements of African
Pioneer Plc and its subsidiaries.
Going concern basis of accounting
The Group made a loss from all
operations for the six months ended 30 June 2024 after tax of £322K
(2023: £301,000), had negative cash flows from operations and is
currently not generating revenues. During last year, on 19
June 2023 the Company raised £790,000 (gross). On 30 June 2024 Cash
and cash equivalents were £87K (Dec 2023 £372K). On 1 May 2024 the
Company entered into an unsecured convertible loan funding facility
agreement for up to £1,000,000 (the "Facility") with Sanderson Capital
Partners Ltd (the "Lender"), a long term shareholder in
the Company, which is convertible at 2.8 pence per ordinary share.
The Facility can be drawn down in 4 tranches of £250,000 each. The
Facility can be extended by the Company by a further £500,000
("Optional Facility") if
the Company drawsdown in full or in part against all 4 tranches of
the Facility in which case the conversion price for the Optional
Facility will be 4 pence per ordinary share. The Facility is a
standby facility as a potential additional source of working
capital for the Company in a period when the funding market for
junior exploration companies can be subject to market
volatility. Post the period end on 13 August 2024 the Company announced that it had issued a
drawdown notice for £250,000 under the Facility. The £250,000
drawdown is repayable in 12 months and convertible by the Lender at
2.8 pence per share.
An operating loss is expected in the
year subsequent to the date of these accounts and as a result the
Company will need to raise funding to provide additional working
capital to finance its ongoing activities. Management has
successfully raised money in the past, but there is no guarantee
that adequate funds will be available when needed in the
future.
Based on the Board's assessment that
the Company will be able to raise additional funds, as and when
required, to meet its working capital and capital expenditure
requirements, the Board have concluded that they have a reasonable
expectation that the Group can continue in operational existence
for the foreseeable future. For these reasons the financial
statements have been prepared on the going concern basis, which
contemplates continuity of normal business activities and the
realisation of assets and discharge of liabilities in the normal
course of business.
The management team has successfully
raised funding for exploration projects in the past, but there is
no guarantee that adequate funds will be available when needed in
the future.
There is a material uncertainty
relating to the conditions above that may cast significant doubt on
the Group's ability to continue as a going concern and therefore
the Group may be unable to realise its assets and discharge its
liabilities in the normal course of business.
This financial report does not
include any adjustments relating to the recoverability and
classification of recorded assets amounts or liabilities that might
be necessary should the entity not continue as a going
concern.
|
|
|
|
3.
|
Earnings per share
|
|
|
|
|
Unaudited
|
Unaudited
|
|
|
30
June
2024
|
30
June
2023
|
|
|
£
|
£
|
|
|
|
|
|
(Loss) attributable to equity
holders of the Company
|
(321,778)
|
(301,380)
|
|
Weighted average number of
shares
|
228,041,178
|
191,908,586
|
|
Weighted average number of shares
and warrants
|
244,891,178
|
229,640,660
|
|
Basic & Diluted loss per
ordinary share
|
(0.14)p
|
(0.16)p
|
|
|
|
|
|
|
The use of
the weighted average number of shares in issue in the period
recognises the variations in the number of shares throughout the
period and is in accordance with IAS 33 as is the fact that the
diluted earnings per share should not show a more favourable
position than the basic earnings per share.
|
4.
|
Investments
The company has adopted the
provisions of IFRS9 and has elected to treat all available for sale
investments at fair value with changes through the profit and
loss.
Available-for-sale investments under
IFRS9 are initially measured at fair value plus incidental
acquisition costs. Subsequently, they are measured at fair value in
accordance with IFRS 13. This is either the bid price or the last
traded price, depending on the convention of the exchange on which
the investment is quoted. All gains and losses are taken to
profit and loss.
The Company has sold all the
available for sale investments which it held at the time of its
listing as a result of the Company previously being an investment
company.
|
|
|
|
|
5.
|
Acquisition of subsidiaries
|
|
|
|
|
|
|
|
Acquisition of Zamcu Exploration Pty Limited (Namibian
Projects)
|
|
|
|
On 1 June 2021 the Company completed
the acquisition of 100% of Zamcu
Exploration Pty Ltd ("Zamcu"), which via its subsidiaries,
held a 70 per cent. interest in two Namibian Exclusive Prospecting
Licenses ("EPLs") comprising the Ongombo and Ongeama projects,
located within the Matchless amphibolite Belt of central Namibia
that hosts copper-gold mineralization. On 27 August 2021 the
Company entered into an agreement to acquire a further 15% interest
in its Ongombo Project and Ongeama Project in Namibian (the
"Namibian Projects") increasing its interest in the Namibian
Projects to 85%
The fair value of the assets and
liabilities acquired were as follows:
|
|
|
|
|
|
|
|
|
|
£
|
|
|
|
Consideration
|
|
|
|
|
Equity consideration
|
|
|
|
|
-
Ordinary shares (issued)
|
687,500
|
|
|
|
Cash consideration
|
149,149
|
|
|
|
|
836,649
|
|
|
|
Fair value of assets and liabilities
acquired
|
|
|
|
|
-
Assets
|
-
|
|
|
|
-
Liabilities
|
(262)
|
|
|
|
|
(262)
|
|
|
|
|
|
|
|
|
Deemed fair value of
exploration assets acquired
|
836,911
|
|
|
|
Additional 15% acquired
|
331,240
|
Total 85% acquisition
value
|
1,168,151
|
|
|
Attributable to non-controlling
interest
|
206,098
|
|
|
Gross fair value of exploration
assets acquired
|
1,374,249
|
Acquisition of African
Pioneer Zambia
Limited ("APZ") (Zambia Projects)
On 1 June 2021 the
Company completed the acquisition of 80% of APZ, which holds
a 100 per cent. interest in five Zambian Prospecting Licenses
(PLs) located in two areas
namely (i) the Central Africa Copperbelt (Copperbelt), which is the
largest and most prolific mineralized sediment- hosted copper
province known on Earth and which comprises four PLs and (ii) the
Zambezi area located within the Zambezi Belt of southern Zambia
that hosts a lower Katanga Supergroup succession which, although
less studied than its northern counterpart, also hosts a number of
Copperbelt-style occurrences and which comprises one PL
|
|
The fair value of the assets and
liabilities acquired were as follows:
|
|
|
|
|
|
|
Oct 2020
|
|
|
|
£
|
|
|
Ordinary shares (issued)
|
1,925,000
|
|
|
Fair value of assets and liabilities
acquired
|
|
|
|
-
Assets
|
743
|
|
|
-
Loan for exploration licenses
|
(41,205)
|
|
|
|
(40,462)
|
|
|
|
|
Deemed fair value of
exploration assets acquired
|
1,965,462
|
|
Attributable to non-controlling
interest
481,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross fair value of exploration assets
acquired
2,446,712
Resource Capital Partners Pty Ltd ("RCP")
(Botswana Projects)
|
On 1 June 2021 the Company completed
the acquisition of 100% of Resource Capital
Partners Pty Ltd ("RCP"),
which holds a 100 per cent. interest in eight Botswana Prospecting
Licenses ("PLs") located in
two areas namely (i) the Kalahari Copperbelt (KC) that contains
copper-silver mineralisation and which is generally stratabound and
hosted in metasedimentary rocks that have been folded, faulted and
metamorphosed to greenschist facies during the Damara Orogeny and
which comprises six PLs and (ii) the Limpopo Mobile Belt
("Limpopo") set within the Motloutse Complex of eastern Botswana, a
transitional boundary between the Zimbabwe Craton to the north and
the Limpopo Mobile Belt to the south which comprises two
PLs;
The fair value of the assets and
liabilities acquired were as follows:
|
|
Oct 2020
|
|
|
£
|
|
Consideration
|
|
|
Equity consideration
|
|
|
-
Ordinary shares (issued)
|
350,000
|
|
|
|
|
Fair value of assets and liabilities
acquired
|
|
|
-
Assets
|
-
|
|
-
Liabilities
|
-
|
|
|
-
|
|
|
|
|
Deemed fair value of
exploration assets acquired
|
350,000
|
|
6.
|
Exploration and evaluation assets
|
|
|
|
|
|
30 June
2024
|
31 Dec
2023
|
|
|
£
|
£
|
|
|
|
|
|
Balance at beginning of
period
|
5,221,534
|
5,112,856
|
|
Acquisitions during the
period
|
|
-
|
|
Exploration expenditure in
period
|
160,483
|
108,678
|
|
Carried forward
at
end of period
|
5,382,017
|
5,221,534
|
The Company's principal business is
to explore opportunities within the natural resources sector in
Sub-Saharan Africa, with a focus on base and precious metals
including but not limited to copper, nickel, lead and zinc. The
Company has acquired the Namibia Projects, Zambia Projects and
Botswana Projects (see Note 5 for details):
On 16 May 2023 the Company announced
an updated Indicated and Inferred Mineral Resource Estimate for the
Ongombo copper project in Namibia, was completed by independent
consultants Addison Mining Services ("AMS"). AMS has highlighted a
number of areas both down-plunge and down-dip of defined
mineralisation where the external consultant believes the
delineation of further mineralisation is extremely likely. In
addition, a large proportion of the drilling and assaying
undertaken on the East-Ost Shoot did not assay for gold. Therefore,
AMS also indicates that scope for a further increase in the Cu Eq
grade of the East - Ost Shoot is likely once infill or twin
drilling is undertaken. This is potentially significant as the
East-Ost Shoot is notably thicker than the Central Shoot and offers
an easier more efficient mining target than the narrower Central
Shoot. Addition of gold at East - Ost Shoot may increase the
global resource tonnage as the addition of further value will
increase the Cu Eq grade above the 1% cu cut-off currently being
used for resource estimation.
The Company's' main focus during the
period was on evaluating and advancing its 85% owned Namibian
Projects and its 100% owned Botswana Projects and the 80% owned
Zambian exploration licence which is not the subject of the First
Quantum Option Agreement described at paragraphs 4.5 of the
Corporate Review above.
6.2.
|
Exploration assets accounting policy
|
Exploration, evaluation and
development expenditure incurred is accumulated in respect of each
identifiable area of interest. These costs are only carried forward
to the extent that they are expected to be recouped through the
successful development of the area or where activities in the area
have not yet reached a stage which permits reasonable assessment of
the existence of economically recoverable reserves. Accumulated
costs in relation to an abandoned area are written off in full in
the year in which the decision to abandon the area is made. When
production commences, the accumulated costs for the relevant area
of interest are transferred to development assets and amortised
over the life of the area according to the rate of depletion of the
economically recoverable reserves. A regular review is undertaken
of each area of interest to determine the appropriateness of
continuing to carry forward costs in relation to that area of
interest.
7. Share Capital
|
|
|
|
The share capital of African Pioneer
Plc consists only of fully paid ordinary shares with no par value.
All shares are equally eligible to receive dividends and the
repayment of capital and represent one vote at shareholders'
meetings of the Company.
|
|
30 June
2024
|
|
Number
|
£
|
Authorised:
|
|
|
1,000,000,000 ordinary shares of no
par value
|
1,000,000,000
|
n/a
|
|
|
|
|
30 June
2024
|
|
Group
|
Number of
shares
|
Share
capital
|
|
|
|
£
|
|
As at 31 December 2023
|
228,041,178
|
6,216,282
|
|
Shares issued during the
period
|
-
|
-
|
|
Share issue costs
|
|
-
|
|
Share based payment
charge
|
-
|
-
|
|
As at 30 June 2024
|
228,041,178
|
6,216,282
|
|
|
|
|
|
There were no shares issued in the
period
|
|
|
|
|
|
|
|
|
|
There were no warrants issued in the
period
8.
|
Concert party
At the period end the concert party,
as defined and further details of which were disclosed in the
Company's prospectus dated 26 May 2021, held an aggregated interest
of 44.49%.
|
9.
|
Subsequent events
|
|
On 13 August 2024 the Company
announced that it had issued a drawdown notice for £250,000 under
its unsecured convertible loan funding facility agreement for up to
£1,000,000 with Sanderson Capital Partners Ltd (the "Lender"), The £250,000 drawdown is
repayable in 12 months and convertible by the Lender at 2.8 pence
per share. The Lender is due;
i) a drawdown fee of £5,000 being 2%
of the amount drawdown to be settled by the issue of 232,558 new
ordinary shares ("Shares")
credited as fully paid at 2.15 pence per share being the five-day
VWAP on 9 August 2024 (the "Drawdown Fee Shares") with the Drawdown
Fee Shares to be issued on or before 31 December 2024 or such other
date agreed by the parties; and
ii) £125,000 of three year warrants
over Shares with an exercise price of 4 pence per Share.
On 16 September 2024 the Company
announced the issue of 949,923 new Ordinary Shares of no par value
("Ordinary Shares) to settle a total of £21,940 accrued consultancy
fees.
Other than the matters above no
significant events have occurred subsequent to the reporting date
that would have a material impact on the consolidated financial
statements
|
.