Source - LSE Regulatory
RNS Number : 5302N
Jangada Mines PLC
30 September 2021
 

Jangada Mines Plc / EPIC: JAN.L / Market: AIM/ Sector: Mining

30 September 2021

Jangada Mines Plc ('Jangada' or the 'Company')

Interim Results

 

Jangada Mines plc ('Jangada' or 'the Company'), a natural resources company, is pleased to announce its unaudited Interim Results for the period ended six months to 30 June 2021.

 

HIGHLIGHTS

·      Continued make great progress developing its 100% owned Pitombeiras Ferrovanadium Project in Brazil having concluded current phase of drilling programme

·      Post period end, increased Total Mineral Resource Estimate 45% to 8.26Mt with 62% now classified at the higher confidence Measured & Indicated Mineral Resources category

·      Further upside potential given Vanadiferous Titanomagnetite mineralisation continues to be open and drilling to date has been conducted on only 3 of 8 known targets

·      On track to issue a Definitive Feasibility Study ('FS') in Q4 2021, rather than an upgraded economic study

·      Granted a trial mining license, which allows development of a pilot operation

·      Fully funded for existing work programme and, subject to completion of the FS to the Board's satisfaction, intends to proceed to mine development, with first production mid 2022

·      Sold down a substantial part of investment in ValOre to support working capital requirements

·      Took a 3.6% interest in Fodere Titanium Limited, a company that is making great strides towards commercialising the production of titanium dioxide and vanadium from waste materials

·      Reporting Total Comprehensive Profit of $605k (2020: loss of $925k)

 

REVIEW OF THE BUSINESS

 

Pitombeiras Vanadium Project

During the period under review, the Company continued to develop its 100% owned Pitombeiras Ferrovanadium Project ('Pitombeiras' or 'the Project'), located in the state of Ceará, Brazil and I am pleased to confirm that we have made great progress in this regard. The Company concluded the current phase of its drilling programme, and post period end, completed a consolidated updated National Instrument 43-101 ('NI 43-101') compliant resource estimate, comprising the results obtained to date from Pitombeiras North and South and Goela targets:

 

·      Total Mineral Resource Estimate ('MRE') of 8.26Mt, representing an increase of 45%, with 62% now classified at the higher confidence Measured & Indicated ('M&I') Mineral Resources category;

·      The Mineral Resource classification resulted in Measured & Indicated Resources of 5.10Mt at 0.46% V2O5, 9.04 % TiO2 and 46.06% of Fe2O3, and;

·      Inferred Resource Estimate of 3.16Mt at 0.44% V2O5, 9.00% TiO2 and 45.86% of Fe2O3

 

Vanadiferous Titanomagnetite (VTM) mineralisation continues to be open and drilling to date has been conducted on 3 of 8 known targets. Due to the significantly larger MRE with higher category confidence levels from that previously reported and extensive other work undertaken, the Company will now be issuing a Definitive Feasibility Study ('FS') in Q4 2021, rather than an upgraded economic study.

 

In June 2021, a major milestone for project development was achieved with the granting of a trial mining license, which allows for the extraction of up to 300,000 tonnes of Ferrovanadium bearing material per year from Jangada's exploration licenses. A pilot operation under the trial mining license can be developed with a starter open pit operation utilising a contract mining fleet of hydraulic excavators, front-end loaders, 30 tonnes haul trucks, rotary drill rigs and ancillary equipment. The selected beneficiation process route is composed of crushing and screening, and dry and wet magnetic concentration.

 

Capital expenditure requirements and major operating expenditure items are at an advanced stage and the Company is fully funded for its existing work programme and, subject to completion of the FS to the Board's satisfaction, intends to proceed to mine development, with first production as early as mid 2022.

 

ValOre Metals Corp

During the period, the Company sold down a substantial part of the investment in ValOre to support the Company's working capital requirements, allowing the Company to substantially progress the development of Pitombeiras, including the PEA (announced in February 2021) and to continue to increase the JORC resource.

 

At the end of the reporting period, the Company had a 1.10% interest in ValOre's share capital.  Brian McMaster and Luiz Azevedo both resigned from the board of directors of ValOre on 1 June 2021 and as a result, it is no longer considered an associate for the purposes of preparing financial statements.

 

Fodere Titanium Limited

By channelling capital in a responsible way towards companies that innovate and address global challenges to create a more sustainable world, investing can make a difference.  With this in mind, as announced on 1 February 2021, the decision was made to take a 3.6% interest in Fodere Titanium Limited ('Fodere'), a company that is making great strides towards commercialising the production of titanium dioxide and vanadium from waste materials.

 

Fodere is rapidly advancing the commercialisation of its environmentally sustainable and highly innovative technology to extract high value metals from the titanium, vanadium, iron, and steel industries.  Fodere is currently in discussion with industrial offtakers as it moves toward building an initial plant to commence production. One of the Company's Non-Executive Directors, Nick von Schirnding, is Chairman of Fodere.

 

COVID-19

The directors note that COVID-19 has had a significant negative impact on the global economy during 2020 and 2021 with disruption felt globally. The Group has thankfully seen its inherent value significantly increase from its value in 2020 because of our successful exploration programme and project development initiatives. On a wider level COVID-19 has highlighted to the world the importance of sustainability across every aspect of life.  With a portfolio of assets and investments that support the drive towards greater sustainability, Jangada is well placed to contribute to the world's needs without compromising the ability of future generations to meet their own needs.

 

Financial Results

The progress during the financial year of advancing the Pitombeiras project and the sell down of the investment in ValOre shares, resulted in the Group making a profit from Continuing Operations of $1,016k (2020: loss $796k).

 

Overall and pleasingly, the reported Total Comprehensive Profit attributable to the Group for the reporting period was $921k (2020: loss of $925k).

 

Brian McMaster

Executive Chairman

30 September 2021

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME

FOR THE HALF-YEAR ENDED 30 JUNE 2021

 

 

 

 

30 June

30 June

 

 

2021

2020

 

Notes

$'000

$'000

 

 

 

 

 

 

 

 

Gain on fair value of investments

 

4

-

Profit on disposal of investments

 

1,642

-

Administration expenses

 

(627)

(516)

Operating Profit / (Loss) from continuing operations

 

1,019

(516)

Finance expense

 

(3)

-

Share of losses from associates

 

-

(280)

Profit / (Loss) before tax

 

1,016

(796)

Tax expense

5

-

-

Profit / (Loss) from continuing operations

 

1,016

(796)

Discontinued operations

 

 

 

Profit / (loss) from discontinued operations

7(b)

-

(173)

Financial profit / (loss) for the year

 

1,016

(969)

Other comprehensive income:

 

 

 

Items that will or may be classified to profit or loss:

 

 

 

Currency translation differences arising on translation of foreign operations

 

(95)

(57)

Exchange differences reclassified on disposal of foreign operations

 

-

(259)

Currency translation differences arising on translation of equity investments

 

-

360

Total comprehensive Profit / (Loss) attributable to owners of the parent

 

921

(925)

 

 

 

 

Earnings / (Loss) per share from loss from continuing operations attributable to the ordinary equity holders of the Company during the period

 

Cents

Cents

 

 

 

 

-       Basic (cents)

6

0.40

(0.33)

-       Diluted (cents)

6

0.40

(0.33)

 

 

 

 

Earnings / (Loss) per share attributable to the ordinary equity holders of the Company during the period

 

Cents

Cents

 

 

 

 

-       Basic (cents)

6

0.40

(0.40)

-       Diluted (cents)

6

0.40

(0.40)

 

 

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2021

 

 

 

 

 


30 June


31 December

 

 

2021

2020

 

Notes

$'000

$'000

Assets

 

 

 

Non-current assets

 

 

 

Exploration and evaluation assets

8

922

550

Property, plant and equipment

 

5

1

Investments

9

812

600

Investments in associates

10

-

2,194

 

 

1,739

3,345

Current assets

 

 

 

Other receivables

11

327

554

Cash and cash equivalents

 

5,004

513

 

 

5,331

1,067

Total assets

 

7,070

4,412

 

 

 

 

Liabilities

 

 

 

Current liabilities

 

 

 

Trade payables

 

68

36

Accruals and other payables

 

103

93

Total liabilities

 

171

129

 

 

 

 

Issued capital and reserves attributable to owners of the parent

 

 

 

Share capital

12

135

126

Share premium

 

6,017

4,389

Translation reserve

 

(103)

(8)

Option reserve

 

57

-

Fair value reserve

 

38

38

Retained earnings

 

754

(262)

Total equity

 

6,899

4,283

Total equity & liabilities

 

7,070

4,412

 

 

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE HALF-YEAR ENDED 30 JUNE 2021

 

 

 

 

Share capital

 

Share premium

Translation reserve

Fair value reserve

Option

reserve

Retained earnings

 

Total equity attributable to owners

$'000

$'000

$'000

$'000

$'000

$'000

$'000

 

 

 

 

 

 

 

 

Balance as at 1 January 2021

126

4,389

(8)

38

-

(262)

4,283

Total comprehensive profit / (loss) for the year

Profit for the half-year

-

-

-

-

-

1,016

1,016

Other comprehensive income / (loss)

-

-

(95)

-

-

-

(95)

Total comprehensive profit / (loss) for the year

-

-

(95)

-

-

1,016

921

Transactions with owners in their capacity as owners

 

 

 

 

 

 

 

Shares issued

8

1,732

-

-

-

-

1,740

Share issue costs charged to share premium

-

(174)

-

-

-

-

(174)

Share options exercised

1

70

-

-

-

-

71

Share options issued

-

-

-

-

58

-

58

Total transactions with owners

9

 

1,628

-

-

-

-

1,695

Balance at 30 June 2021

135

6,017

(103)

38

58

754

6,899

 

 

Balance as at 1 January 2020

123

4,202

10

-

-

(4,203)

132

Total comprehensive profit / (loss) for the year

Profit for the half-year

-

-

-

-

-

4,435

4,435

Other comprehensive loss

-

-

(88)

-

-

-

(88)

Total comprehensive loss for the year

-

-

(88)

-

-

4,435

4,347

Transactions with owners in their capacity as owners

 

 

 

 

 

 

 

Shares issued

3

187

-

-

-

-

190

Shares options issued

-

-

-

-

-

4

4

Total transactions with owner

3

187

-

-

-

4

194

 

 

 

 

 

 

 

 

Balance at 30 June 2020

126

4,389

(78)

-

-

236

4,673

 

 

 

 

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

FOR THE HALF-YEAR ENDED 30 JUNE 2021

 

 


30 June


30 June

 

2021

2020

Cash flows from operating activities

$'000

$'000

Profit / (Loss) before Tax from continuing operations

1,016

(1,669)

Profit / (Loss) before Tax from discontinued operations

-

6,104

 

1,016

4,435

 

 

 

Add back: depreciation

-

2

Non-cash shares received on disposal of subsidiary

(316)

(4,097)

Non-cash exchange difference

-

(88)

Non-cash share option charge

58

4

Non-cash shares issued in lieu of fees

-

190

Proceeds from disposal of subsidiary classified as investing activities

(1,163)

(2,079)

Share of losses in associate

-

546

Decrease/(increase) in other receivables

(85)

289

(Decrease)/increase in trade and other payables

(26)

(717)

Net cash outflow from operating activities

(516)

(1,515)

Investing activities

 

 

Cash proceeds on sale of subsidiary

-

2,079

Development of exploration and evaluation assets

(372)

(305)

Purchase of plant, property and equipment

(3)

(1)

Sale of shares in investment

3,649

-

Purchase of shares in investment

-

(100)

Net cash inflow from investing activities

3,274

1,673

Financing activities

 

 

Share capital issue

1,803

-

Cost of issuing share capital

(173)

-

(Repayment)/increase in related party borrowings

-

(6)

Net cash from financing activities

1,630

(6)

 

 

 

Net movement in cash and cash equivalents

4,388

152

Cash and cash equivalents at beginning of period

513

117

Movements in foreign exchange

103

(2)

Cash and cash equivalents at end of period

5,004

267

 

 

 

 

NOTES TO THE CONDENSED FINANCIAL INFORMATION

FOR THE HALF-YEAR ENDED 30 june 2021

 

 

1.      General Information

 

         The Company is a public limited company limited by shares, incorporated in England and Wales on 30 June 2015 with the registration number 09663756 and with its registered office at 20 North Audley Street, London W1K 6WE. The Company's principal activities are the exploration and development of mining assets in Brazil.

 

2.      Accounting Policies

 

         Basis of preparation

 

         The condensed consolidated financial information for the year ended 30 June 2021 has been prepared on a basis consistent with, and on the basis of, the accounting policies set out in the financial information in the Company's published results for the 18 month period to 31 December 2020. The interim financial statements of the Company have been prepared on the basis of the accounting policies, presentation, methods of computation and estimation techniques expected to be adopted in the financial information by the Company in preparing its annual report as at 31 December 2020.

 

         The interim condensed consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the audited consolidated financial statements of the Company as at and for the year ended 31 December 2020.


The Board have conducted a review of forecast earnings and cash over the next twelve months, considering various scenarios and sensitivities given the COVID-19 situation and uncertainty around the future economic environment. The Board have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the interim financial statements.

 

The consolidated financial information is presented in United States Dollars ($), which is also the functional currency of the Company. Amounts are rounded to the nearest thousand ($'000), unless otherwise stated.

 

         Changes in accounting principles and adoption of new and revised standards

 

In the year ended 30 June 2021, the Directors have reviewed all the new and revised Standards. There are no standards in issue but not yet effective which could have a material impact on the financial statements.

 

         Going concern

 

As disclosed in the 31 December 2020 financial statements, the directors do not consider there to be a material uncertainty, which may cast doubt about the Group and Company's ability to continue as a going concern. Given the proceeds from the sale of the Pedra Branca project and based on the Group's planned expenditure on the Pitombeiras vanadium deposit and the Group's working capital requirements, the Directors have a reasonable expectation that the Group will have adequate resources to meet its capital requirements for the foreseeable future. For that reason, the Directors have concluded that the financial statements should be prepared on a going concern basis.

 

The financial statements do not include the adjustment that would result if the Company were unable to continue as a going concern.

 

Financial assets

 

The Company classifies its financial assets at fair value through profit or loss. This include investments in equities that are designated at fair value through profit or loss at inception and then subsequently managed and recognised at fair value.

 

The Company's financial assets include cash and other receivables. The Company assesses on a forward-looking basis the expected credit losses, defined as the difference between the contractual cash flows and the cash flows that are expected to be received.

 

Financial liabilities

 

Financial liabilities include the other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

 

 

Exploration and evaluation assets

 

Exploration and evaluation assets represent the costs of pre-feasibility studies, field costs, government fees and the associated support costs at the Company's Pitombeiras project and formerly the Pedra Branca project.

 

Costs incurred prior to obtaining the legal rights to explore an area are expensed immediately to the Statements of Profit or Loss and Other Comprehensive Income. Only material expenditures incurred after the acquisition of a license interest are capitalised. Historically, the expenditures related to exploration and evaluation have not been material, as the Company is active in areas where there are minimal and immaterial exploration and evaluation costs and therefore the costs in previous years have been expensed.

 

Interests in associates

 

Associates are those entities in which the Company has significant influence, but not control or joint control, over the financial and operating policies.

 

The results and assets and liabilities of associates are incorporated using the equity method of accounting. Under the equity method, an investment in an associate is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Company's share of profit or loss and other comprehensive income of the associate.

 

3.      Critical accounting estimates and judgements

 

The Company makes certain estimates and assumptions regarding the future. Judgements, estimates and assumptions are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.  In the future, actual experience may differ from these estimates and assumptions. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

 

Judgements

 

Given the proceeds from the sale of the Pedra Branca project and based on the Company's planned expenditure on the Pitombeiras vanadium deposit and the Company's working capital requirements, the Directors have a reasonable expectation that the Company will have adequate resources to meet its capital requirements for the foreseeable future.

 

The Directors have considered the criteria of IFRS 6 regarding the impairment of exploration and evaluation assets and have decided based on this assessment that there is no basis to impair the carrying value of its exploration assets for the Pitombeiras project (2021: $nil, 2020: $346,000) at this time.

 

Estimates and assumptions

 

In arriving at the carrying value of investments in associates, the Company determines the need for impairment based on the level of geological knowledge and confidence of the mineral resources. Such decisions are taken on the basis of the exploration and research work carried out in the period utilising expert report.

 

The Company measures share options at fair value. For more detailed information in relation to the fair value measurement of such items, please refer to Note 13.

 

4.      Segment information

 

The Company evaluates segmental performance on the basis of profit or loss from operations calculated in accordance with IFRS 8. In the Directors' opinion, the Company only operates in one segment: mining services. All non-current assets have been generated in Brazil.

 

The Directors believe that the Company's operations are not subject to any significant seasonality.

 

 

5.   Tax expense

 

 

 

 

Half-year ended

Half-year ended

 

 

30 June 2021

30 June 2020

 

 

Continuing operations

Discontinued operations

Continuing operations

Discontinued operations

 

 

$'000

$'000

$'000

$'000

 

 

 

 

 

 

 

Profit / (Loss) on ordinary activities before tax       

1,016

-

(796)

(173)

 

 

 

 

 

 

 

Profit / (Loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020: 19%)

193

-

(151)

(33)

 

 

 

 

 

 

 

Effects of:

 

 

 

 

 

Recognition of previously unrecognised tax losses

-

-

-

-

 

Unrelieved tax losses for the period carried forward

(193)

-

151

33

 

 

 

 

 

 

 

Total tax charge for the period on continuing operations

-

-

-

-

 

 

 

 

 

 

 

 

Factors that may affect future tax charges 

 

Apart from the losses incurred to date, there were no factors that may affect future tax charges. 

 

 

 

 

6.      Earnings per share

 

 

 

 

 

 

 

 

Half-year ended 30 June 2021

 

Half-year ended 30 June 2020

 

Continuing operations

Discontinued operations

Total

 

Continuing operations

Discontinued operations

Total

 

 

$'000

$'000

$'000

 

$'000

$'000

$'000

 

 

 

 

 

 

 

 

Profit / (Loss) for the half-year

1,016

-

1,016

 

(796)

(173)

(969)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jun 2021

 

 

 

Jun 2020

 

 

 

 

 

 

 

 

Weighted average number of shares (basic)

 

252,064,309

 

 

 

239,878,417

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings / (Loss) per share - basic (US 'cents)

0.40

-

0.40

 

(0.33)

(0.07)

(0.40)

 

Weighted average number of shares (diluted)

 

252,064,309

 

 

 

239,878,417

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings / (Loss) per share - diluted (US 'cents)

0.40

-

0.40

 

(0.33)

(0.07)

(0.40)

 

 

 

There have been no transactions involving ordinary shares or potential ordinary shares that would significantly change the number of ordinary shares or potential ordinary shares outstanding between the reporting date and the date of completion of these financial statements.

 

 

7.      Discontinued operations

 

On 14 August 2019, the Company completed the disposal of Pedra Branca do Brasil Mineracao S/A ('Pedra Branca') to ValOre Metals Corp ('ValOre' or the 'Purchaser') pursuant to the share purchase agreement dated 16 July 2019 ('Share Purchase Agreement'). The subsidiary was reported in the annual report for the year ended 30 June 2019 as a discontinued operation.

 

Financial information relating to the discontinued operation for the period to the date of disposal is set out below.

 

(a)   Consideration received or receivable

 

The financial performance and cash flow information presented reflects the operations for the period ending 14 August 2019.

 

Half-year ended

Year ended

 

30 June

31 December

 

2021

2020

 

$'000

$'000

 

 

 

 

 

 

Cash Consideration

-

2,259

Initial Consideration Shares in the Purchaser, ValOre Metals Corp, totalling 22,000,000 common shares

-

3,987

Post Share Consideration received in February 2020

-

219

Fair value of Deferred Consideration Shares in the Purchaser, totalling 3,000,000 common shares

-

471

Total disposal consideration

-

Less: Net liabilities of disposed subsidiary

-

499

Add: Share of loss to disposal

-

(21)

Less: Write off of debts owed

-

(1,224)

Gain on disposal before income tax

-

Income tax expense

-

-

Gain on disposal before income tax

-

6,190

 

As at 30 June 2021, the Company was due to receive the remaining 1,500,000 ValOre common shares over the next 14 months (Deferred Consideration Shares). As at 30 June 2021 the fair value of the Deferred Consideration Shares was determined to be $315,233.

 

(b)   Financial performance and cash flow information

 

The financial performance and cash flow information presented reflects the operations for the period ending 14 August 2019.

 

Half-year ended

Half-year ended

 

30 June

30 June

 

2021

2020

Financial performance from discontinued operations

$'000

$'000

Expenses

-

(173)

Loss before tax from discontinued operations

-

Tax

-

-

Loss for the period from discontinued operations

-

(173)

 

 

 

 

(b)  

 

Half-year ended

Half-year ended

 

30 June

30 June

 

2021

2020

Cash flows from discontinued operation

$'000

$'000

Net cash flows from operating activities

-

(9)

Net cash flows from investing activities

-

(31)

Net cash flows from financing activities

-

-

Net cash flow inflow / (outflow)

-

(40)

 

(c)   Net assets as at date of sale

 

The carrying amounts of assets and liabilities as at the date of sale on 14 August 2019 were:

 

30 June

30 June

 

2021

2020

 

$'000

$'000

Assets

 

 

Exploration and evaluation assets

-

753

Property, plant and equipment

-

2

Trade and receivables

-

6

Cash and cash equivalents

-

-

Assets held for sale

-

761

 

 

 

Liabilities

 

 

Trade payables

-

24

Loans and borrowings

-

1,224

Accruals and other payables

-

12

Liabilities directly associated with assets held for sale

-

1,260

 

 

 

Net (liabilities)/assets associated with disposal group

-

(499)

 

 

8.      Exploration & evaluation assets

 

Exploration and evaluation assets represent the costs of pre-feasibility studies, field costs, government fees and the associated support costs at the Company's Pitombeiras West vanadium deposit project. The ultimate recoupment of costs carried forward for exploration expenditure is dependent on the successful development and commercial exploitation or sale of the respective mining areas.

 

9.      Investments

 

As at 

30 June

2021

As at

31 December

2020

 

$'000

$'000

 

 

 

Investment in ValOre Corp

211

-

Investment in Fodere Titanium Limited

600

600

Carrying amount of investments

811

600

 

During the period, the Company received the third tranche of 500,000 Deferred Consideration Shares in ValOre Metals Corp in February 2021. Post period end, the Company will receive the remaining Deferred Consideration Shares totalling 1,500,000 payable in three equal tranches of 500,000 each tranche. Post balance date, in August 2021, the fourth tranche of 500,000 Deferred Consideration Shares were received by the Company.

 

Currently, the Company has a 1.1% interest in ValOre's share capital and on 1 June 2021 both Brian McMaster and Luiz Azevedo resigned from the board of directors of ValOre. Therefore, the investment in ValOre no longer qualifies as an associate.

 

The Company also holds an investment in Fodere Titanium Limited, which is a United Kingdom registered minerals technology company which has developed innovative processes for the titanium, vanadium, iron and steel industries. There was no movement in the holdings during the period (2020: $600,000).

 

10.    Investments in associates

 

As at 

30 June

2021

As at

31 December

2020

 

$'000

$'000

 

 

 

Cost of investment in ValOre Metals Corp

2,870

4,207

Sale of shareholdings

(2,659)

-

Transfer to investments

(211)

-

Share of losses from continuing operations

-

(1,337)

 

-

2,870

 

 

 

Share of losses from continuing operations

-

(714)

Share of gains from OCI

-

38

Carrying amount of interest in associate

-

2,194

 

On 14 August 2019 pursuant to the Share Purchase Agreement following the completion of the disposal of Pedra Branca to ValOre, the Company received the initial Consideration Shares in ValOre, totalling 22,000,000 common shares, equating to the Company owning 26 percent of ValOre's then enlarged share capital. As at 30 June 2021 the Company held 1.1% of ValOre's share capital and therefore no long meets the requirement to be an investment in an associate.

 

Refer to Note 7 for more information relating to the disposal of Pedra Branca.

 

11.    Other receivables

 

Other receivables includes deferred consideration totalling $315,233 (2020: $471,000) relating to the disposal of Pedra Branca as follows:

 

(a)   1,500,000 (2020: 2,000,000) Deferred Consideration Shares in ValOre with fair value determined to be $315,233 (2020: $471,000) at balance date.

 

12.    Share capital

 

As at

30 June 2021

As at

31 December 2020

 

Issued

Share Capital

Issued

Share Capital

 

Number

$'000

Number

$'000

 

 

 

 

 

At beginning of period ordinary shares of 0.04p each:

242,113,144

126

242,113,144

126

 

 

 

 

 

19 February 2021: shares Issued as part of placement

 

13,888,888

8

-

-

30 March 2021: share issue in lieu of fees

2,600,000

1

-

-

 

 

 

 

 

At end of period: ordinary shares of 0.04p each:

258,602,032

135

242,113,144

126

           

 

Ordinary shares

Ordinary shares have the right to receive dividends as declared and, in the event of a winding up of the Company, to participate in the proceeds from sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or proxy, at a meeting of the Company.
 

13.    Share options and warrants

 

 

Six months ended

30 June 2021

Six months ended

31 December 2020

 

 

Average exercise price per share option
$

Number of options and warrants

Average exercise price per share option
$

Number of options and warrants

At the beginning of the period

        9,000,000

                           0.075  

    50,249,996  

 

 

 

 

 

Warrants issued 1 December 2019

-

-

0.023

9,000,000

 

 

 

 

 

Warrants issued 12 December 2019

-

-

0.079

4,798,091

 

 

 

 

 

Expired and surrendered share options 31 December 2019

-

-

0.065

(15,250,000)

 

 

 

 

 

Lapsed warrants 15 October 2020

-

 

-

(39,798,087)

 

 

 

 

 

Warrants issued 19 February 2021

0.09

694,444

-

-

 

 

 

 

 

Share options exercised 30 March 2021

0.023  

 (2,600,000) 

 -

  -

At the end of the period

               

                                       7,094,444

 

   9,000,000

 

 

 

 

 

 

           

 

In December 2019, as part of the new award of the Director/Consultant Options, all of the individuals concerned, together with the other Directors of the Company who were not receiving new share options surrendered their existing holdings of share options, which in total aggregated 8,000,000 share options.  These share options were awarded at the time of the Company's IPO on AIM in June 2017, with an exercise price of 5 pence per share option (6.5 US cents), and an expiry date of 31 December 2019.

 

Share warrants outstanding at the end of the period have the following expiry date and exercise prices:

Grant date

Expiry date

Exercise price
$

Share options/warrants
30 June 2021

Share options/warrants
31 December 2020

 

 

 

 

 

1 December 2019

1 December 2024

0.023

6,400,000

9,000,000

19 February 2021

19 February 2024

0.09

694,444

-

 

The fair value at grant date is independently determined using an adjusted form of the Black Scholes Model that takes into account the exercise price, the term of the option, the impact of dilution (where material), the share price at grant date and expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the option and the correlations and volatilities of the peer group companies. In addition to the inputs in the table above, further inputs as follows:

 

The model inputs for the 694,444 warrants granted for consulting service during the period included:

 

(a)   warrants are granted for no consideration and vested warrants are exercisable for a period of three years after the grant date: 19 February 2021.

 

(b)   expiry date: 19 February 2024.

 

(c)   share price at grant date: 9.6 pence.

 

(d)   expected price volatility of the company's shares: 100%.

 

(e)   risk-free interest rate: 0.70%.

 

14.  Related Party Transactions

 

During the period the Company entered into the following transactions with related parties:

 

 

Half-year ended

Half-year ended

 

30 June 2021

30 June 2020

 

$'000

$'000

Garrison Capital Partners Limited:

 

 

Purchases made on Company's behalf and administrative fees expensed during the year

13

23

Interest charge included within Company and Group borrowings

-

3

Brian McMaster:

 

 

Rent paid by the Company to Countrywide Residential Letting, in respect to premises leased in the name of Brian McMaster on behalf of; the Group that were made available at no cost to officers and staff of the Group.

-

23

Nicholas Von Schirnding:

 

 

Investment in Fodere Titanium Limited of which Nicholas Von Schirnding is the Chairman

-

100

Lauren McMaster

 

 

Consultancy services

-

4

FFA Legal Ltda

 

 

Legal and accountancy services expensed

45

49

 

 

 

Garrison Capital Partners Limited is a related party to the company due to having a director in common. At the period end, it was owed $2,000 (2020: $2,000).

 

FFA Legal Ltda is a related party to the Company due to having a director in common with Company. At the period end it was owed $nil (2020: $nil).

 

15.  Parent Entity

Parent Entity Information

30 June
2021

31 December
2020

 

$'000

$'000

Current assets

5,105

996

Total assets

7,033

5,266

Current liabilities

134

111

Total liabilities

134

111

Net Assets / (Liabilities)

6,899

5,155

 

 

 

Share capital

135

126

Share premium

6,017

4,389

Reserves

36

30

Retained earnings

713

610

Total Equity

6,899

5,155

 

 

 

Profit of the parent entity

883

4,537

Other comprehensive profit for the year

-

30

Total comprehensive loss of the parent entity

883

4,567

 

 

16.    Subsequent Events

 

a)    On 10 August 2021, the Company announced an incentivisation scheme for the Board of Directors and Brazilian based employees and consultants of the Company. 30,000,000 share options split into two tranches were approved and involves the issue of share options over new ordinary shares of £0.0004 each in the Company, with an exercise price of 8 pence per option, and an expiry period of four years from the date of grant.

 

Tranche A, whereby option holders are granted options with vesting conditions linked to performance; and

Tranche B, whereby option holders are granted options without vesting conditions linked to performance.

 

b)    On 10 August the Company also issued an adviser a warrant over 1,000,000 Ordinary Shares, with an exercise price of 8 pence per warrant and an expiry period of four years from the date of grant.

 

c)     On 18 August 2021, the Company received 500,000 Deferred Consideration Shares from ValOre, being the fourth instalment due under the terms of the Share Purchase Agreement.

 

17.    Nature of Financial Information

 

The condensed consolidated interim financial information presented above does not constitute statutory financial statements for the period under review.

 

 

 

**ENDS**

 

For further information please visit www.jangadamines.com or contact:

 

Jangada Mines plc

Brian McMaster (Chairman)

Tel: +44 (0) 20 7317 6629

 

 

 

Strand Hanson Limited

(Nominated & Financial Adviser)

James Spinney

Ritchie Balmer

 

Tel: +44 (0)20 7409 3494

 

 

 

Brandon Hill Capital

(Broker)

Jonathan Evans

Oliver Stansfield

Tel: +44 (0)20 3463 5000

 

 

 

St Brides Partners Ltd

(Financial PR)

Isabel de Salis

Oonagh Reidy

E: info@stbridespartners.co.uk

 

 

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