Source - LSE Regulatory
RNS Number : 9093A
Kefi Gold and Copper PLC
28 September 2022
 

 

28 September 2022

KEFI Gold and Copper plc

("KEFI", or the "Company", or the "Group")

INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2022

KEFI Gold and Copper plc (AIM: KEFI), the gold exploration and development company with projects in the Democratic Republic of Ethiopia and the Kingdom of Saudi Arabia, is pleased to announce its unaudited interim results for the six months ended 30 June 2022.

The interim results for the Group encompass the activities of KEFI Minerals (Ethiopia) Ltd ("KME") and Tulu Kapi Gold Mines Share Company ("TKGM") in Ethiopia, and Gold & Minerals Ltd ("G&M") in Saudi Arabia.

The Tulu Kapi Gold Project ("Tulu Kapi") is under TKGM (planned to be c.70% owned by KEFI).  The Hawiah Copper-Gold Project ("Hawiah"), the Jibal Qutman Gold Project ("Jibal Qutman") and other Saudi projects are under G&M (planned to be c.30% owned by KEFI).  Both TKGM and G&M are technically and financially supported by KEFI so that each operating company can build a local organisation that is suitable to manage long term production activities, further exploration activities and exploit future development opportunities.

 

Executive Chairman's Statement

Overview

The improvement in the local working environment in both Ethiopia (security) and Saudi Arabia (regulatory) since late 2021 has allowed KEFI to make rapid progress during the period in both jurisdictions.  KEFI now has a much-improved position as an early-mover in both countries and with a more balanced portfolio of advancing projects.

The Company now has three advanced projects in two countries which places it in a lower risk position than in prior years. KEFI has also de-risked its balance sheet by raising £8 million of equity in April 2022 to repay all outstanding liabilities and reinforce the momentum of its projects.

Tulu Kapi Gold Project, Ethiopia

No other mining project of this scale in Ethiopia has been brought to Tulu Kapi's stage of advancement in recent years and it will be the first industrial scale mine development in the country in over 30 years.  It has taken some years to complete an extensive technical re-design of the project, overhaul financial policies by the Ethiopian authorities which hindered mining project finance and the patient and cautious traversing by the Company of recent well-publicised events within the country.  The project has imposed many demands on a regulatory system which the Ethiopian Government continues to upgrade, determined to build a modern minerals sector.

During the first half of 2022 TKGM continued its project launch preparations and has regularly formally advised the Ethiopian Ministry of Mines of its progress and of the tasks outstanding to ensure joint collaborative focus. The focus has been maintained on full project launch later this year, pre-conditioned on the security situation being independently assessed as project-ready and the few remaining regulatory administrative tasks being completed.

In collaboration with the regulatory agencies at all four levels of the Ethiopian Government, notable progress during the period included:

·    triggered detailed engineering - minimising procurement and construction time;

·    undertaking regular security monitoring;

·    initial community youth employment programmes being established which support the project, such as those covering road maintenance and expansion of revegetation nurseries;

·    the Ministry of Mines has now audited and endorsed the historical project costs incurred up to 2020 of c.US$80 million and can now report this to the Ethiopian central bank; and

·    the central bank has now permitted that both development banks be allowed to lend on the same terms and formal ratification is awaited from the Government of remaining detail.

On the 30 June 2022 the TKGM project finance syndicate signed a funding 'Umbrella Agreement'. The Umbrella Agreement sets out the role and contribution of each finance syndicate member in relation to the Tulu Kapi Gold Project and, whilst reflecting the conditionality of the plan and intended flexibility within the syndicate, it sets out a full funding package, covering historical and budgeted future expenditure.

Tulu Kapi District Exploration

KEFI remains keen to re-commence its exploration of the additional prospects it has successfully identified within the Tulu Kapi district exploration area from within which the mining licence was duly excised because of the successful discovery of the Tulu Kapi deposit.  Whilst most historical drilling was naturally of the Tulu Kapi deposit, there was significant work done on many further prospects which await follow-up.

Whilst awaiting regulatory permission to re-activate the Company's Ethiopian exploration, which is critical for long term planning for all stakeholders in the community as well as the Company, the exploration focus has been successfully switched to Saudi Arabia.

G&M, Saudi Arabia

G&M, rapidly becoming a leading explorer/developer/producer in the fast-emerging Saudi minerals sector, has built the largest exploration team in the country and has two major projects advancing towards development, one in Preliminary Feasibility Study stage and one in Definitive Feasibility Study stage.  This has coincided with the Saudi Government's widely publicised recent initiatives to welcome international expertise and fast-track the development of its mining sector.  G&M is focused on the development of the Hawiah Copper-Gold Project, with an existing JORC resource of 24.9Mt at 0.9% copper, 0.85% zinc, 0.62 g/t gold and 9.81 g/t silver, and Jibal Qutman, where the initially contemplated development project has been enlarged and is now seen as a + 500,000 oz production plan for extraction over 10 years based on a conventional open pit/CIL (Carbon-in-Leach process).

Exploration teams are also mobilising to the recently awarded exploration projects, namely the Jabal Hillit and Qunnah 'Al Qassim' exploration licences (straddling the prospective Ad Dawadimi and Afif terranes in the eastern portion of the Arabian Shield in Saudi Arabia), and the Jadib Al Qahtanah exploration licence, 45km east of the Mahad Ad Dahab mine, the principal historic Saudi gold and silver mine.

Going forward the Company's Saudi assets are expected to have shorter approval, financing and development schedules given there is no need to resettle communities, less restrictive security protocols and established capital markets and funding options.

Hawiah

Hawiah was discovered in September 2019 and now ranks in the:

·    top three base metal projects in Saudi Arabia; and

·    top 15% VMS projects worldwide.

A three-year 42,000m drilling programme has delineated a Mineral Resource of 24.9 million tonnes at 0.90% copper, 0.85% zinc, 0.62g/t gold and 9.8g/t silver.

Work at the Hawiah Project (including its adjacent recently granted Al Godeyer exploration licences) continued during the first half of 2022, focusing on providing inputs across all required fronts for the updated Mineral Resource Estimate and Hawiah Preliminary Feasibility Study ("PFS"), also scheduled for completion by end of 2022.

The ongoing drilling at Hawiah is expected to yield increased resources and its mineral resources, in gold-equivalent terms, are already approximately those of Tulu Kapi and Jibal Qutman combined before any further resource uplift.

Jibal Qutman

G&M has received formal notification from the Saudi Arabian Ministry of Industry and Mineral Resources ("MIM") that land access issues which halted the mine development application in 2016 are now resolved, clearing the way for the re-issuance of exploration licences ("ELs") as a precursor to the granting of the Jibal Qutman mining licence. Two of the three ELs have already been received post period end. The DFS is being prepared on production of c. 500,000 oz over 10 years as compared with the original Preliminary Economic Assessmen based on c. 200,000 oz.

Additional Licences

G&M's exploration areas are being expanded in Saudi Arabia where the newly overhauled regulatory regime is speeding up progress. Two further exploration licences have now been awarded to G&M on an initial five-year term, bringing the total number of exploration licence issued to nine covering a total area of 634km2.

Summary

The first half of 2022 was one of considerable progress for the Company and its projects, progress that has continued post period end.  We are on track to achieve the following milestones in Q4 2022:  in Ethiopia for financial close and the launch of construction of our Tulu Kapi Gold Project and in Saudi Arabia our larger Hawiah Copper-Gold Project to deliver its PFS.  We are also expecting progress to continue at Jibal Qutman in Saudi Arabia, where the DFS, mining licence and financing work is being fast-tracked ahead of planned launch in 2023.  Finally, we have been granted two new promising gold exploration licenses to add to our portfolio.

KEFI is now better positioned than it has ever been with the improvement in the local working environment in both Ethiopia and Saudi Arabia allowing us to focus on our goals.  The successful launch of Tulu Kapi and then Jibal Qutman within the following six months or so, should see first gold pour for both at the end of 2024.  These two projects, plus the Hawiah project lined up for sequential construction schedules is intended to lead to combined production of c.400,000 oz gold or gold-equivalent per annum by 2026.  This ignores upside from exploration results adding to the resource position at the end of 2021. In addition, we have exciting earlier-stage exploration projects which can be addressed concurrently.

We are at the beginning of an exciting chapter for both our joint-venture partnerships.

Executive Chairman

Harry Anagnostaras-Adams

28 September 2022  

 

Finance Director's Review

During the period under review KEFI has de-risked its balance sheet by raising £8 million in equity funding to repay all outstanding liabilities as at the end of the last financial year and provide additional working capital for its projects.

In June 2022, an umbrella financing agreement and its associated documentation for the Tulu Kapi project was signed by all project participants.  This agreement has successfully guided activities since and is now leading to the syndicate commitment of the full project finance package at the end of October 2022, with planned escalation of activities and unconditional financial commitments as the remaining conditions precedent are satisfied over subsequent weeks - which is normal practice for a transaction of this nature.  In parallel, the recent grant of two of the three exploration licences for the Jibal Qutman in Saudi Arabia has led us to upscale the DFS-completion and financing sequence in Saudi.  We want these two gold projects in production by the end of 2024.

KEFI has funded all its past activities with approximately £72 million equity capital raised at then prevailing share market prices.  This avoided the superimposing of debt-repayment risk onto the risks of exploration, permitting and other challenges that always exist during the early phases of project exploration and development in frontier markets.  We do, however, avail ourselves of unsecured advances from time to time as arranged by our Corporate Broker to provide working capital pending the achievement of a short-term business milestone.

We also continue our conservative accounting policy of writing off most expenditure - 100% of expenditure in Saudi Arabia and much of Ethiopia.  KEFI's carrying value of the investment in KME, which holds the Company's share of Tulu Kapi, is only £14.3 million as at 31 December 2021.

Measuring the Company's underlying assets on an NPV basis, has resulted in the indicative NPV of its three main assets of £306 Million¹.  The basis for these estimates is consensus long-term price forecasts and other explanations provided in the footnotes below.  KEFI's planned beneficial interest in the underlying valuation of our Saudi Arabia projects (carried at Nil in our accounts) is now approaching that of the Ethiopian Tulu Kapi Gold Project ($140 million being 73% of $193 million).

¹The NPV calculations are based on Long term analysts' consensus forecasts is sourced from CIBC Global Mining Group Analyst Consensus Long Term Commodity Price Forecasts 6 September 2022 as applied to our inhouse modelling: The Metal prices are US$1,650/ounce for gold, $7,898/tonne for copper, $2,508/tonne for zinc and $21.4/ounce for silver; and 8% discount rate applied against net cash flow to equity, after debt service and after tax. KEFI NPV is based on a c.70% planned interest in Tulu Kapi open pit and underground and 30% interest in Hawiah  and  Jibal Qutman open pit and underground where applicable. Significant updates are expected for all projects as resources and feasibility studies are updated.

The balance sheet at full closing of all project funding for the different projects will start to scale-up as we will then capitalise the development expenditures

John Leach

Finance Director

28 September 2022

 

Quarterly Webinar

The Company will host its next quarterly investor webinar in London in late October 2022, the details of which will be announced in due course.

 

Market Abuse Regulation (MAR) Disclosure

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

 

Enquiries:

KEFI Gold and Copper plc

 

Harry Anagnostaras-Adams (Managing Director)

+357 99457843

John Leach (Finance Director)

+357 99208130

SP Angel Corporate Finance LLP (Nominated Adviser)

+44 (0) 20 3470 0470

Jeff Keating, Adam Cowl

 

Tavira Securities Limited (Lead Broker)

+44 (0) 20 7100 5100

Oliver Stansfield, Jonathan Evans

 

WH Ireland Limited (Joint Broker)

+44 (0) 20 7220 1666

Katy Mitchell, Andrew de Andrade

 

IFC Advisory Ltd (Financial PR and IR)

+44 (0) 20 3934 6630

Tim Metcalfe, Florence Chandler

 


 



 


Condensed interim consolidated statements of comprehensive income

(unaudited) (All amounts in GBP thousands unless otherwise stated)

 

 

 

 

 

 

Notes


Six months ended               30 June 2022

Unaudited


Six months ended               30 June 2021

Unaudited

 

 

 

 

 

 

Revenue

 

 

-

 

-

Exploration expenses

 

 

-

 

(21)

Gross loss

 

 

-

 

(21)

Administration expenses

 

 

(1,282)

 

(1,191)

Share-based payments

 

 

(182)

 

(484)

Share of loss from jointly controlled entity

11

 

(898)

 

(618)

Impairment/(Reversal) in jointly controlled entity

11

 

(332)

 

567

Gain from dilution of equity interest in joint venture

11

 

286

 

-

Operating loss

 

 

(2,408)

 

(1,747)

Foreign exchange (loss)/gain

 

 

(16)

 

(57)

Finance expense

 

 

(470)

 

(419)

Loss before tax

 

 

(2,894)

 

(2,223)

Tax

 

 

-

 

-

Loss for the period

 

 

(2,894)

 

(2,223)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

 

 

(2,894)

 

(2,223)

Other comprehensive loss:

 

 

 

 

 

Exchange differences on translating foreign operations

 

 

-

 

-

Total comprehensive loss for the period

 

 

(2,894)

 

(2,223)

 

 

 

 

 

 

 

Basic loss per share (pence)

4

         (0.09)

 

        (0.10)

 

 

 

 

 

 

 

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

 



Condensed interim consolidated statements of financial position

(unaudited) (All amounts in GBP thousands unless otherwise stated)


 

Notes


Unaudited

30 June 2022


Audited

31 Dec 2021

ASSETS

 

 

 

 

 

Non-current assets

 

 

 

 

 

Property, plant and equipment

 

 

58

 

63

Intangible assets

6

 

29,679

 

28,361

Investments in JV

 

 

-

 

-

 

 

 

29,737

 

28,424

Current assets

 

 

 

 

 

Financial assets at fair value through OCI

 

 

-

 

-

Trade and other receivables

5

 

361

 

291

Cash and cash equivalents

 

 

2,313

 

394

 

 

 

2,674

 

685

 

 

 

 

 

 

Total assets

 

 

32,411

 

29,109

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

Issued capital and reserves attributable to owners of the parent

 

 

 

 

 

Share capital

7

 

3,939

 

2,567

Deferred Shares

7

 

23,328

 

23,328

Share premium

7

 

43,187

 

35,884

Share options reserve

8

 

3,772

 

1,891

Accumulated losses

 

 

(45,415)

 

(42,731)

 

 

 

28,811

 

20,939

Non-controlling interest

 

 

1,450

 

1,379

Total equity

 

 

30,261

 

22,318

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Trade and other payables

9

 

2,150

 

5,556

Loans and borrowings

10

 

-

 

1,235

 

 

 

2,150

 

6,791

 

 

 

 

 

 

Total liabilities

 

 

2,150

 

6,791

 

 

 

 

 

 

Total equity and liabilities

 

 

32,411

 

29,109

 

 

 

 

 

 

 

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

On 28 September 2022, the Board of Directors of KEFI Gold and Copper Plc authorised these unaudited condensed interim financial statements for issue.

John Leach

Finance Director

 



Condensed interim consolidated statement of changes in equity

(unaudited) (All amounts in GBP thousands unless otherwise stated)

Attributable to the equity holders of parent


Share                                         capital

Deferred shares

Share premium

Share options and warrants reserve

Accumulated losses

Total

NCI

Total equity

At 1 January 2021 Audited

    2,138

  23,328

33,118

1,273

(37,824)

22,033

1,204

23,237

Loss for the period

 -

 -

 -

 -

(2,223)

(2,223)

-

(2,223)

Other comprehensive income

 -

 -

 -

 -

-

-

-

-

Total Comprehensive Income

 -

 -

 -

 -

(2,223)

(2,223)

 -

(2,223)  

Recognition of share-based payments

 -

 -

 -

484

 -

484

 -

   484

Cancellation & Expiry of options/warrants

 -

 -

 -

  (192)

    192

-

 -

-

Issue of share capital and warrants

       15

 -

  83

-

 -

      98

 -

98

Share issue costs

 -

 -

 -

 -

 -

 -

 -

 -

Non-controlling interest

 -

 -

 -

 -

(112)

(112)

112

           -  

At 30 June 2021 Unaudited

2,153

23,328

33,201

1,565

(39,967)

20,280

1,316

21,596

Loss for the year

 -

 -

 -

 -

        (2,701)

(2,701)

-

 (2,701)

Other comprehensive income

 -

 -

 -

 -

 -

 -

 -

 -

Total Comprehensive Income

 -

 -

 -

 -

        (2,701)

(2,701)

-

 (2,701)

Recognition of share-based payments

 -

 -

 -

326

 -

      326

 -

  326

Expired warrants

 -

 -

 -

-

               -

 -

 -

 -

Issue of share capital and warrants

            414

 

          2,902

-

 

-

         3,316

 

-

          3,316

Share issue costs

 -

 - 

    (219)

  - 

  - 

   (219)

 -

(219)

Non-controlling interest

 -

 -

 -

 -

              (63)

        (63)

      63

 -

At 1 January 2022 Audited

2,567

23,328

35,884

1,891

(42,731)

20,939

1,379

22,318

Loss for the period

 -

 -

 -

 -

(2,894)

(2,894)

-

(2,894)

Other comprehensive income

 -

 -

 -

 -

-

-

-

-

Total Comprehensive Income

 -

 -

 -

 -

(2,894)

(2,894)

-

(2,894)

Recognition of share based payments

 -

 -

 -

184

 -

184

 -

184

Cancellation & Expiry of options/warrants

 -

 -

 -

  (281)

    281

-

 -

-

Issue of share capital and warrants

    1,372

 -

7,747

1978

 -

11,097


11,097

Share issue costs

-

-

(444)

-

-

(444)

-

(444)

Non-controlling interest

 -

 -

 -

 -

(71)

(71)

71

           -  

At 30 June 2022 Unaudited

3,939

23,328

43,187

3,772

(45,415)

28,811

1,450

30,261

The following describes the nature and purpose of each reserve within owner's equity:

Reserve

Description and purpose

Share capital

amount subscribed for share capital at nominal value.

Deferred shares

under the restructuring of share capital, ordinary shares of in the capital of the Company were sub-divided into deferred share.

Share premium

amount subscribed for share capital in excess of nominal value, net of issue costs.

Share options and warrants reserve

reserve for share options and warrants granted but not exercised or lapsed.

Foreign exchange reserve

cumulative foreign exchange net gains and losses recognized on consolidation.

Accumulated losses

cumulative net gains and losses recognized in the statement of comprehensive income, excluding foreign exchange gains within other comprehensive income.

NCI (Non-controlling interest)

the portion of equity ownership in a subsidiary not attributable to the parent company.

 

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

Condensed interim consolidated statements of cash flows

(unaudited) (All amounts in GBP thousands unless otherwise stated)

 

 

Notes

 

Six months ended 30 June 2022

 

Six months ended 30 June 2021

Cash flows from operating activities

 

 

 

 

 

Loss before tax

 

 

(2,894)

 

(2,223)

Adjustments for:

 

 

 

 

 

Share-based benefits

 

 

183

 

484

Fair value loss to derivative financial asset

 

 

-

 

-

Gain from dilution of equity interest in joint venture

11

 

286

 

-

Share of loss in joint venture

 

 

898

 

618

Impairment/(Reversal of impairment) loss in joint venture

 

 

332

 

(567)

Depreciation

 

 

9

 

7

Finance expense

 

 

470

 

390

Foreign exchange gains/(losses) on financing activities

 

 

(66)

 

200

Foreign exchange (losses)/gains on operating activities

 

 

(16)

 

11

Cash outflows from operating activities before working capital changes

 

 

(798)

 

(1,080)

 

 

 

 

 

 

Interest paid

 

 

-

 

-

 

 

 

 

 

 

Changes in working capital:

 

 

 

 

 

Trade and other receivables

 

 

(70)

 

50

Trade and other payables

 

 

(1,141)

 

135

 

 

 

 

 

 

Net cash used in operating activities

 

 

(2,009)

 

(895)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Purchases of plant and equipment

 

 

(4)

 

(74)

Proceeds from repayment of financial asset

 

 

-

 

54

Project evaluation costs

6

 

(2,041)

 

(1,408)

Advances to joint venture

 

 

(1,167)

 

(251)

Net cash used in investing activities

 

 

(3,212)

 

(1,679)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from issue of share capital

7

 

8,000

 

345

Listing and issue costs

7

 

(444)

 

-

Financing transaction costs paid

 

 

(193)

 

-

Repayment short-term working capital bridging finance

10.2

 

(1,140)

 

-

Proceeds short-term working capital bridging finance

 

 

900

 

1,873

Net cash from financing activities

 

 

7,123

 

2,218

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

 1,902

 

 (356)

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

At beginning of period

 

 

394

 

1,315

Exchange differences

 

 

17

 

(11)

At end of period

 

 

2,313

 

948

The notes are an integral part of these unaudited condensed interim consolidated financial statements.


Notes to the condensed interim consolidated financial statements

For the six months to 30 June 2022 (unaudited) and 2021

(All amounts in GBP thousands unless otherwise stated)

 

1.   Incorporation and principal activities

Country of incorporation

The Company was incorporated in United Kingdom as a public limited company on 24 October 2006.  Its registered office is at 27/28 Eastcastle Street, London W1W 8DH.

Principal activities

The principal activities of the Group for the period are:

·      To explore for mineral deposits of precious and base metals and other minerals that appear capable of commercial exploitation, including topographical, geological, geochemical and geophysical studies and exploratory drilling.

·      To evaluate mineral deposits determining the technical feasibility and commercial viability of development, including the determination of the volume and grade of the deposit, examination of extraction methods, infrastructure requirements and market and finance studies.

·      To develop, operate mineral deposits and market the metals produced.

2.   Summary of significant accounting policies

The principal accounting policies applied in the preparation of these condensed interim consolidated financial statements are set out below. These policies have been applied consistently throughout the period presented in these condensed interim consolidated financial statements unless otherwise stated.

Basis of preparation and consolidation

On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom ("UK-adopted IFRS"), with future changes being subject to endorsement by the UK Endorsement Board. The Group transitioned to UK-adopted IFRS in its consolidated financial statements from 1 January 2021. There was no impact on the Group from this transition, nor any changes in accounting policy. These condensed consolidated financial statements have been prepared in accordance with UK-adopted IFRS.

These condensed interim consolidated financial statements ('the statements") are unaudited and include the financial statements of the Company and its subsidiary undertakings. They have been prepared using accounting bases and policies consistent with those used in the preparation of the financial statements of the Company and the Group for the year ended 31 December 2021. These statements do not include all of the disclosures required for annual financial statements, and accordingly, should be read in conjunction with the financial statements and other information set out in the Company's 31 December 2021 Annual Report. The accounting policies are unchanged from those disclosed in the annual consolidated financial statements.

Going concern

The financial report has been prepared on the going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

The annual financial statements of Kefi Gold and Copper Plc for the year ended 31 December 2021 were prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The Independent Auditors' Report on the Group's 2021 Annual Report was unqualified and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006. The Independent Auditors' Report contained a material uncertainty related to going concern.

 

2.   Summary of significant accounting policies (continued)

Going concern continued

We draw attention to the financial statements, which indicate that the Group incurred a net loss of £2,894,000 (2021: loss of £2,223,000) during the period ended 30 June 2022 and, as of that date, the Group's current assets exceeded its current liabilities. As stated in this note events or conditions, along with other matters as set forth in this note, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern.

The assessment of the Group's ability to continue as a going concern involves judgment regarding future funding available for the development of the Tulu Kapi Gold project, exploration of the Saudi Arabia exploration properties and for working capital requirements. In considering the Group's ability to continue as a Going Concern, management have considered funds on hand at the date of approval of the financial statements, planned expenditures covering a period of at least 12 months from the date of approving these financial statements and the Group's strategic objectives as part of this assessment. 

As at the date of approval of the financial statements, the Group expects to be able to obtain bridging short-term financing to fund activities until financial close of the Tulu Kapi project. The Group has previously been successful in arranging such funding when required and. expects to be able to continue to do so. Financing will also be required to continue the development of the Tulu Kapi Gold Project through to production.

The Group's ability to continue as a going concern is contingent on raising additional capital and/or the successful exploration and subsequent exploitation of its areas of interest through sale or development. If sufficient additional capital is not raised, the going concern basis of accounting may not be appropriate, and the Group may have to realise its assets and extinguish its liabilities other than in the ordinary course of business and at amounts different from those stated in the financial report. No allowance for such circumstances has been made in the financial report.

Notwithstanding this because of historical and ongoing proactive discussions with stakeholders, the Board has a reasonable expectation that the Group will be able to raise further funds in order to meet its obligations. Subject to the above, the Directors have concluded that it is appropriate to prepare the financial statements on a going concern basis.

3.   Operating segments

The Group has only one distinct operating segment, being that of mineral exploration. The Group's exploration activities are located in Ethiopia, Saudi Arabia through the jointly controlled entity and its administration and management is based in Cyprus.

Unaudited Six months ended 30 June 2022

Cyprus

Ethiopia

Saudi Arabia

 

 

Total

 

£'000

£'000

£'000

 

£'000

Operating loss (Excluding loss from jointly controlled entity)

       (1,129)

        (48)

 -


       (1,177)

Other finance costs

          (470)

-

 -


           (470)

Foreign exchange profit

            365

      (382)

 -


             (17)

Share of loss from jointly controlled entity

 -

 -

   (898)


           (898)

Reversal of impairment loss in joint venture

 -

 -

   (332)


           (332)

Loss before tax

      (1,234)

      (430)

(1,230)


        (2,894)

Tax





 -

Loss for the period




         (2,894)

 





Total assets

         1,949

   30,462

 -


        32,411

Total liabilities

         (957)

   (1,193)

 -


        (2,150)

Depreciation of property, plant and equipment

 -

          (9)

 -


              (9)

 

 

 

3.   Operating segments

 

Unaudited Six months ended 30 June 2021

Cyprus

Ethiopia

Saudi Arabia

 


Total

 

£'000

£'000

£'000


£'000

Operating loss (Excluding loss from jointly controlled entity)

(1,660)

(36)

-

 

(1,696)

Other finance costs

(419)

-

-

 

(419)

Foreign exchange profit

(204)

147

-

 

(57)

Share of loss from jointly controlled entity

-

-

(618)

 

(618)

Reversal of impairment loss in joint venture

-

-

567

 

567

Loss before tax

(2,283)

111

(51)


(2,223)

Tax

 

 

 

 

-

Loss for the period

 

 

 

 

(2,223)

 

 

 

 

 

 

Total assets

828

26,801

-

 

27,629

Total liabilities

(5,372)

(578)

(80)

 

(6,030)

Depreciation of property, plant and equipment

-

(7)

-

 

(7)

 

 

 

 

 

 

4.   Loss per share     

The calculation of the basic and fully diluted loss per share attributable to the ordinary equity holders of the parent is based on the following data:

 

Six months ended 30 June 2022

 

Six months ended 30 June 2021

 

Unaudited

Unaudited

 

£'000

£'000

 

Net loss attributable to equity shareholders

(2,894)

 

(2,223)

 

Net loss for basic and diluted loss attributable to equity shareholders

(2,894)

 

(2,223)

 

Weighted average number of ordinary shares for basic loss per share (000's)

  3,206,359

 

  2,145,425

 

Weighted average number of ordinary shares for diluted loss per share (000's)

3,851,590


2,283,973

 

Loss per share:


 

 

Basic loss per share (pence)

      (0.09)

 

           (0.10)

 

 

 

 








The effect of share options and warrants on the loss per share is anti-dilutive.



 

 

5.   Trade and other receivables


 

 

30 June 2022

 

31 Dec

2021

 

 

 

Unaudited

 

Audited

 

 

 

£'000

 

£'000

Other receivables

 

 

74

 

36

VAT

 

 

287

 

255

 

 

 

 

 

 

 

 

 

361

 

291

6.   Intangible assets






 

 

 


 

Total exploration and project evaluation costs

£ '000

Cost

 

 

 

 

 

 

 

 

 

At 1 January 2021 (Audited)

 

 

 

 

 

 

 

 

28,627

Additions

 

 

 

 

 

 

 

 

1,318

At 30 June 2022 (Unaudited)

 

 

 

 

 

 

 

 

29,945

 

 

 

 

 

 

 

 

 

 

Accumulated Impairment

 

 

 

 

 

 

 

 

 

At 1 January 2022 (Audited)

 

 

 

 

 

 

 

 

(266)

At 30 June 2022 (Unaudited)

 

 

 

 

 

 

 

 

(266)

 

 

 

 

 

 

 

 

 

 

Net Book Value at 30 June 2022 (Unaudited)

 

 

 

 

 

 

 

 

29,679

Net Book Value at 31 December 2021 (Audited)

 

 

 

 

 

 

 

 

28,361

 



 

7.   Share capital


Number of shares

000's

 

Share

Capital

£'000

Deferred shares

 £'000

Share premium

£'000

 

Total

£'000

Issued and fully paid

 

 

 

 

 

 

At 1 January 2022 (Audited)

2,567,305


2,567

23,328

35,884

61,779

Share Equity Placement 17 January 2022

371,818

 

372

-

2,725

3,097

Share Equity Placement 25 April 2022

550,000

 

550

-

3,850

4,400

Share Equity Placement 18 May 2022

450,000

 

450

-

3,150

3,600

Share issue costs

-

 

-

-

(444)

(444)

Warrants: fair value split of warrants issued to shareholders.

-

 

-

-

(1,663)

(1,663)

Broker warrants: issue costs

 

 

 

 

(315)

(315)

 

 

 

 

 

 

 

At 30 June 2022 (Unaudited)

3,939,123

 

3,939

23,328

43,187

70,454

Issued capital

During April 2021, the Company issued 15,000,000 new ordinary shares of 0.1p each in the capital of the Company at a price of 0.65p per share. Company received notice from a warrant holder to exercise warrants over a total of 15,000,000 new Ordinary Shares.

On the 13 January 2022 the Company admitted 371,817,944 new ordinary shares of the Company at a placing price of 0.8 pence per Ordinary Share.

The Company raised £8.0 million through the issue of 1,000,000,000 new Ordinary Shares at a placing price of 0.8 pence per Ordinary Share. These new Ordinary Shares were admitted in two tranches, 550,000,000 on 25 April 2022 and 450,000,000 on 18 May 2022, following shareholder approval of the conditional placement at a General Meeting of the Company. 

8.   Share Based Payments

 

8.1.    Warrants

 

8.1.1.  Shareholder Warrants

 

The Company issued 393,096,865 short term warrants to subscribe for new ordinary shares of 0.1p each at 1.6p per share in accordance with the January 2022 share placement and as approved by shareholders. The Warrants will become exercisable if, during a two-year period following the date of Second Admission, the Warrant Trigger Event occurs.  If the Warrant Trigger Event occurs then (i) the holders of the Warrants must exercise the Warrants within 30 days from the occurrence of the Warrant Trigger Event; and (ii) the Warrants will expire following the end of the 30 day period referenced above if not exercised.  If the Warrant Trigger Event has not occurred within two years following the date of Second Admission, then the Warrants shall lapse and will no longer be capable of being exercised.

 

The Company issued 500,000,000 shareholders warrants to subscribe for new ordinary shares of 0.1p each at 1.6p per share in accordance with the April 2022 and May 2022 share placement and as approved by shareholders on 17 May 2022. the Company granted one warrant per two Placing Shares at an exercise price of 1.6 pence (the "Placing Warrants") exercisable for a period of two years from Admission of the Conditional Placing Shares. The Company has elected that the Placing Warrants will become exercisable if, during a two-year period following the date of Admission of the Conditional Placing Shares, the on-market share closing price of the Ordinary Shares for five consecutive days reaches or exceeds 2.4 pence (being a 50% premium on the Placing Warrant exercise price) (the "Warrant Trigger Event"). If the Warrant Trigger Event occurs then: (i) the holders of the Placing Warrants must exercise the Placing Warrants within 30 days from the occurrence of the Warrant Trigger Event; and  (ii) the Placing Warrants will expire following the end of the 30-day period referenced above if not exercised.  If the Warrant Trigger Event has not occurred within two years following the date of Admission of the Conditional Placing Shares, then the Placing Warrants shall lapse and will no longer be capable of being exercised.

 

The Company performed a fair value split by fair valuing the warrants using Black Scholes and assumed that this value is the residual share amount

 

 

8.   Share Based Payments (continued)

 

8.1.2.  Broker Warrants

 

During May 2022, the Company issued 75,000,000 broker warrants to subscribe for new ordinary shares of 0.1p each at 0.8p per share to Tavira Securities Limited pursuant to the Placing Agreement. The warrants expire within three years of the date of Second Admission.

 

Details of warrants outstanding as at 30 June 2022:

Grant date

Expiry date

Exercise price

 

Unaudited Number of warrants*



 

 

000's

19 Sep 2018

20 Sep 2023

2.5p


2,000

02 Aug 2019

02 Aug 2022

2.5p


19,500

06 Jan 2020

06 Jan 2023

1.25p


7,450

29 May 2020

29 May 2023

0.65p


5,000

20 Nov 2020

20 Nov 2023

1.60p


11,175

13 Jan 2022

13 Jan 2024

1.60p


393,097

18 May 2022

17 May 2024

1.60p


500,000

18 May 2022

17 May 2025

0.80p


75,000





1,013,222

The estimated fair values of the warrants were calculated using the Black Scholes option pricing model. The inputs into the model and the results are as follows:

 

Date

 

 

Closing share price at issue date

Exercise price

Expected volatility

Expected life

Risk free rate

Expected dividend yield

Discount factor

Estimated fair value

13 Jan 2022

0.77p

1.60p

89.37%

2yrs

0.835%

Nil

0%

0.22p

18 May 2022

0.71p

1.60p

81.079%

2yrs

1.459%

Nil

0%

0.16p

18 May 2022

0.71p

0.80p

99.72%

3yrs

1.475%

Nil

0%

0.42p

 

 

 

 

Weighted average ex. price

Unaudited Number of warrants*

000's

 

 

 

Outstanding warrants at 1 January 2022

1,87p

45,125

- granted

1,54p

968,097

- cancelled/expired/forfeited

-

-

- exercised

 

 

Outstanding warrants at 30 June 2022

1.55p

1,013,222

These warrants were issued to advisers and shareholders of the Group.



 

8.       Share Based Payments (continued)

 

8.2.    Share options reserve       

Details of share options outstanding as at 30 June 2022:

Grant date

Expiry date

Exercise price

 

Unaudited

Number of shares* 000's

05-Aug-16

05-Aug-22

10.20p


883

22-Mar-17

21-Mar-23

7.50p


6,750

01-Feb-18

31-Jan-24

4.50p


9,600

17-Mar-21

16-Mar-25

2.55p


92,249





109,482

 

 

 

 

 

 

 

 

 

 

 

 

30 June 2022

 

31 Dec

 2021

 

 

 

 

Unaudited

 

Audited

 

Opening amount

 

 

1,891

 

1,273

 

Warrants issued costs

 

 

1,978

 

-

 

Share options charges relating to employees

 

 

55

 

148

 

Share options issued to directors and key management (Note 12.1)



129


           662

 

Forfeited options

 

 

(124)

 

-

 

Exercised warrants

 

 

-

 

-

 

Expired warrants

 

 

-

 

-

 

Expired options

 

 

(157)

 

(192)

 

Closing Amount

 

 

3,772

 

1,891
















 

 

 

Weighted average ex. price

Unaudited

Number of shares*

 000's

 

 

 

Outstanding options at 1 January 2022

3.21p

127,610

-  granted

-

-

-  forfeited

2.90p

(13,863)

-  cancelled/expired

7.37p

(4,265)

Outstanding options at 30 June 2022

2.91p

109,482

 

The Company has not issued share options to directors, employees and advisers to the Group during the period.

The option agreements contain provisions adjusting the exercise price in certain circumstances including the allotment of fully paid Ordinary shares by way of a capitalisation of the Company's reserves, a subdivision or consolidation of the Ordinary shares, a reduction of share capital and offers or invitations (whether by way of rights issue or otherwise) to the holders of Ordinary shares.

The estimated fair values of the options were calculated using the Black Scholes option pricing model.



 

 

9.   Trade and other payables

        

        

 


30 June 2022

Unaudited


31 Dec 2021

Audited

 

 

 

£'000

 

£'000

Accruals and other payables

 

 

964

 

2,499

Other loans

 

112

 

97

Payable to joint venture partner (Note 11 and Note 12.3)

 

 

-

 

285

Payable to Key Management and Shareholder (Note 12.3)

 

 

1,074

 

2,675

 

 

 

2,150

 

5,556

 

10. Loans and Borrowings

 

10.1.           Short-Term Working Capital Bridging Finance


 

Currency

 

Interest

 

Maturity

 

Repayment

Unsecured working capital bridging finance

GBP

See Table below

On Demand

See Table below

 

The Group has the option to access working capital from certain existing stakeholders. This unsecured working capital bridging finance is shortterm debt which is unsecured and ranked below other loans. Bridging Finance facilities bear a fixed interest rate and were set off in shares by the lenders participation in the Company placements. In the event the Group was unable to pay this finance it would be repaid after other debt securities have been paid, if any.

Unsecured working capital bridging finance

Balance 1 Jan 2022

Audited

Drawdown Amount

Unaudited

Transaction Costs

Unaudited

Interest

 

Unaudited

Repayment

Shares¹

Unaudited

Repayment²

Cash

Unaudited

Period Ended

30 June 2022

Unaudited

 

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Repayable in cash in less than a year

1,235

900

-

236

(1,231)

(1,140)

-

 
















 

10.2.           Reconciliation of liabilities arising from financing activities


 

Cash Flows

 

 


Balance

1 Jan

2022

Inflow

(Outflow)²

Finance Costs

Shares¹

Balance

 30 June 2022

 

Audited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

 

£'000

£'000

£'000

£'000

£'000

£'000

Unsecured working capital bridging finance

 

 

 

 

 

 

Short term loans

                        1,235

 

900

 

(1,140)

236

         (1,231)

-


                        1,235

 

900

 

(1,140)

236

         (1,231)

-












¹The lenders agreed to set off their short term loans owed by Company against amounts owed by the lenders as a result of their participation in the Company share placements during the year.

²The lenders and the Company entered into a net settlement agreement of £1,136,000 to offset amounts owed between the parties.

 

 

11. Joint venture agreements

 

KEFI is the operating partner with a 30% shareholding in G&M with ARTAR holding the other 70%. KEFI provides G&M with technical advice and assistance, including personnel to manage and supervise all exploration and technical studies. ARTAR provides administrative advice and assistance to ensure that G&M remains in compliance with all governmental and other procedures. G&M has five Directors, of whom two are nominated by KEFI However, decisions about the relevant activities of G&M require the unanimous consent of the five directors. G&M is treated as a jointly controlled entity and has been equity accounted and has reconciled its share in G&M's losses.

During 2022, the Company has diluted its interest in the Saudi joint-venture company Gold and Minerals from 31.21% to 30%% by not contributing its full pro rata share of expenses to G&M. Given that the carrying value of the G&M assets in the Company accounts at the date of dilution was nil because the Company's has a policy of expensing all the costs related to G&M to date.  By diluting its interest to G&M to 30% the Company was released from this liability. This resulted in a gain of £285,897. In accordance with the group's accounting policy gain of £285,897 was reported in the profit or loss during the six-month period ended 30 June 2021.

A loss of £1,230,000 was recognized by the Group for the period ended 30 June 2022 (2021: £618,000) representing the Group's share of losses for the period. As at 30 June 2022, KEFI owed ARTAR an amount of £nil (2021: £80,000).

 

Period Ended

30 June 2022

Unaudited

Opening Balance

-

Cash advanced during the period

1,167

FX Gain on advances made to G&M

63

Share of loss in joint venture

(898)

Additional impairment loss 

(332)

Closing Balance

-

 

12. Related party transactions

 

The following transactions were carried out with related parties:

12.1. Compensation of key management personnel

 

The total remuneration of the Directors and other key management personnel was as follows:


Six months ended 30 June 2022

 

Six months ended 30

 June 2021



Unaudited £'000

 

Unaudited

£'000


Directors' fees

265

 

240

 

Directors' other benefits

20

 

17

 

Share-based benefits to directors

96

 

211

 

Directors bonus

-

 

-

 

Key management fees

84

 

491

 

Key management other benefits

-

 

6

 

Share-based benefits to key management

33

 

137

 

Key management bonus paid in shares

-

 

-

 

 

498

 

1,102

 

 

Share-based benefits

The Company has issued share options to directors and key management.  On 27 March 2014, the Board approved a new share option scheme ("the Scheme") for directors, senior managers and employees. The Scheme formalised the existing policy that options may be granted over ordinary shares representing up to a maximum of 10 per cent of the Group's issued share capital.

 

12. Related party transactions (continued)

 

12.2.  Transactions with shareholders and related parties

 

 

 


Transaction to period end

30 June 2022


Transaction to period end

30 June 2021

 

 


Unaudited


Unaudited

Name

Nature of transactions

Relationship

£'000


£'000

 

 

 

 

 

 

 

 

 

 

 

 

Winchombe Venture Limited

Receiving of management and other professional services

Key Management and Shareholder

-

 

377

GPR Dehler

 

Receiving of management and other professional services

Key Management and Shareholder

84

 

-

Nanancito Limited/Mr. Nicoletto               

Receiving of management and other professional services

Shareholder

97

 

257

 

 


181

 

634

 

12.3. Payable to related parties

 

 


 

 

 

 

 

The Group



30 June 2022


30 Dec 2021

 



Unaudited


Audited

Name

Nature of transactions

Relationship

£'000


£'000

Abdul Rahman Saad Al-Rashid & Sons Company Limited ("ARTAR")

Finance

Jointly controlled entity partner

-

 

285

Winchombe Ventures Limited             

Fees for services

Key Management and Shareholder

-

 

834

GPR Dehler

               

Fees for services

Key Management and Shareholder

34

 

-

Nanancito Limited

Fees for services

Shareholder

941

 

1,350

Directors

Fees for services

Key Management and Shareholder

99

 

491

 

 

 

 

 

 

 

 

 

1,074

 

2,960

13. Capital commitments

 

 

30 June 2022

Unaudited

¹£'000


31 Dec 2021

Audited

£'000

 

 

Tulu Kapi Project costs¹

 

 

 

487

 

 

452

 

Saudi Arabia Exploration costs committed to field work that has been recommenced

 

 

1,551

 

 

732

 

¹Once the Company and its partners in Tulu Kapi Gold Mine Share Company Limited start development at the Tulu Kapi Gold Project (the "Project") the Company will have project capital commitments.

 

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