Ironveld Plc
("Ironveld" or the "Company")
Final Results for the year ended 30 June 2023
Ironveld plc, ("Ironveld" or the "Company"), the AIM traded mining development company, and the owner of a High Purity Iron ("HPI"), Vanadium and Titanium project located on the Northern Limb of the Bushveld Complex in Limpopo Province, South Africa (the "Project") announces its final results for the 12 months ended 30 June 2023. Hard copies of these results will be posted to shareholders by 31 December 2023.
Operational and Financial
· Rustenburg smelter refurbished and mining activities commenced during the period, marking Ironveld's first steps from development to production; and
· Initial production achieved at smelter, but operational challenges and modifications delayed anticipated ramp up post period end in late 2023.
Post Period End and Outlook
· Following a fundraising post period end in October 2023, Dr John Wardle was appointed Executive Chairman and commissioned full review of strategy, overhead costs and priorities;
· Decision taken to remove rented electrical generators and replace with similar capacity, but significantly lower cost, units on hire purchase in early 2024. Until these generators are installed, the smelter has been placed on care and maintenance to minimise costs and conserve cash; and
· Direct institutional funding transaction is well advanced and expected to close in early 2024 which, if concluded, will enable substantial investment in all Group operations, including transition to production of high purity iron powders.
For further information, please contact:
| Ironveld plc
Martin Eales, Chief Executive Officer
| | c/o BlytheRay +44 20 7138 3204
|
| Cavendish (Nomad and Broker) Derrick Lee / Charlie Beeson / George Dollemore
| | +44 20 7220 0500 |
| Turner Pope (Joint Broker) Andrew Thacker / James Pope
| | +44 20 3657 0050 |
| BlytheRay Tim Blythe / Megan Ray | | +44 20 7138 3204 |
NOTES TO EDITORS
Ironveld (IRON.LN) is the owner of Mining Rights over approximately 28 kilometres of outcropping Bushveld magnetite with a SAMREC compliant ore resource of some 56 million tons of ore grading 1.12% V2O5, 68.6% Fe2O3 and 14.7% TiO2.
In 2022 Ironveld agreed to acquire and refurbish a smelter facility in Rustenburg, South Africa, in which it can process its magnetite ore into the marketable products of high purity iron, titanium slag and vanadium slag. This transaction became unconditional in March 2023.
Ironveld is an AIM traded company. For further information on Ironveld please refer to www.ironveld.com.
CHAIRMAN'S STATEMENT
Dear Shareholder,
I am pleased to present the Annual Report and the Financial Statements for the year to 30 June 2023.
This is my first Chairman's Statement at Ironveld. I joined the Board in November 2022 and was appointed to the role of Executive Chairman in November 2023, taking over as Chairman from Giles Clarke. I am delighted that Giles has remained on the Board as a Non-Executive Director and will continue to share his invaluable experience. As a long term substantial shareholder in the Company my interests in seeing the project develop and maximise its potential are fully aligned with all our stakeholders.
During the period, we undertook our first steps from being a development project to becoming a producing company.
In May 2022, just prior to the end of the last financial year, the Company announced that it had agreed terms with a business rescue practitioner and a sole creditor to acquire an existing smelter in Rustenburg, South Africa for a total of ZAR 116 million (approximately £4.9 million), with ZAR 16 million (approximately £675,000) payable following completion with the balance of ZAR 100 million (approximately £4.3 million) repayable from smelter cashflows over 10 years. The Company then completed a Placing to raise gross proceeds of £4.5 million in August 2022 and work commenced to apply these proceeds to the costs of refurbishing the smelter and commencing mining activities.
The Company was able to announce in January 2023 that the first furnace of three at the smelter had been repaired and had successfully test processed magnetite ore. A further £2.0 million gross proceeds was raised in March 2023 by way of an equity placing to assist with the ongoing repairs to the smelter and for working capital purposes.
Some initial sales were recognised from the smelter just prior to period end, both processed ore and non-core scrap items from the facility.
Post period end the smelter operations had to address a number of issues, including the repair of the granulator and securing additional generator power, that impacted planned ramp up of production from the facility. Around the same time a test project to process third party ferro-silicon slag metal was successfully completed which demonstrated the flexibility of the smelter equipment. In November 2023, the Company completed a further fundraising with gross proceeds of £1.0 million in which I again participated. Following this fundraising I was appointed as Executive Chairman.
In addition, the Company has formed a DMS Magnetite joint venture with Pace SA, named IPace, which secured capital funding from Sable Exploration and Mining in September 2023 to develop a business to crush and magnetically separate ore directly from the Company's mining operations for direct sale to end users. At the time of writing, this project is well advanced but commencement of activities has been impacted by extended delivery times for critical electrical components and the first production is expected late January.
The Board believes that the smelter facility, once fully operational, represents the best opportunity for the Company to maximise value from its magnetite ore as it allows for the opportunity to process the ore into higher value metal products, namely high purity iron, vanadium slag and titanium slag. Following the initial refurbishment of the smelter, it was the Board's stated intention to invest further in capital equipment which will enable production of higher value iron powders. This is still the intention and, as announced in September and October 2023, the Company is engaged in direct funding discussions with a financial institution which, if completed, would allow for the opportunity to advance the project in this manner.
One of my key objectives since assuming the role of Executive Chairman last month has been to analyse all of the Group's overhead costs in the UK and South Africa and to make cost savings wherever possible. Earlier this month we took the decision to suspend operations at the Rustenburg smelter until all of the rented electrical generation units delivered in September and October 2023 could be replaced by dual-fuel units on hire purchase basis. These new units offer attractive benefits in terms of both cost and efficiency, being less expensive than rental units whilst offering a dual-fuel capability. Based on the hire purchase financing term sheet received by the Company from the supplier, this should result in annual savings of around ZAR 40 - 50 million (£1.7 - £2.1 million) compared with the rental costs of the previous units. The smelter plant is now secure and operating with a reduced staff headcount until the new generators are expected be delivered, alongside the institutional financing transaction, early in 2024. I believe that this exercise, alongside a similar review of UK overheads, will realise material benefits to the Group's ongoing cost levels in the second half of the current financial year.
We remain committed to operating responsibly, working closely with stakeholders and local communities at grassroots level to improve standards of living. Our local communities have been fully involved in the process to establish the mining area and have provided all necessary consents. As part of our Social Labour Plan (approved by the Department of Mineral Resources ("DMR") in South Africa) we have undertaken to implement water supply schemes, electrification upgrades and roads and stormwater infrastructure to the municipalities of our mining communities. In addition, Ironveld has committed to provide training, bursaries and employment to the members of the various host communities.
Dr John Wardle
Executive Chairman
19 December 2023
STRATEGIC REPORT
Financial
The Group recorded a loss before tax of £1.2 million (2022: £0.8 million) in the Period. The Company does not plan to pay a dividend for the year ended 30 June 2023. To date the board has been focussed on bringing the Company to the point of production and related activities. In future periods the directors expect that KPIs for the business will be focussed more on operational matters including production, revenue, profitability and the safe and efficient operation of the smelter complex. Appropriate KPIs will be included in future periods.
Going concern
As at the date of these Financial Statements the direct funding transaction announced by the Company in September and October 2023 is well advanced but not yet concluded, however the Directors have a reasonable expectation that it will do so in early 2024.
Taking account of the funds referred to above and the planned investment into expanding operations at the smelter plant, these Financial Statements have been prepared on a Going Concern basis.
Outlook
The Company expects to close a significant financing transaction early in 2024 which should provide the funding required to materially develop current operations at the smelter, which has not yet operated in line with initial expectations.
We would like to thank all of our shareholders for their continuing support for both the Company and the project and we look forward to providing further updates in the near future.
Principal risks and uncertainties
The Directors consider the following risks to be the most material or significant for the management of the business. These issues do not purport to be a complete list or explanation of all the risks facing the Group. In particular the Group's performance may be affected by changes in market and/or economic conditions, changes in legal, regulatory or tax requirement legislation.
The Board of Directors monitors these risks and the Group's performance on a regular basis.
Operational risks - The production of the Company's range of metals involves a series of processes, from the mining of the ore at the mine site, to the smelting of material at the Rustenburg smelter. Mining and Smelting operations are subject to a number of risks, including mechanical outages, supply issues (e.g. fuel), interruptions due to weather and soil conditions, among many others.
Availability of finance - Expansion of current activities or further development and production from the ore resources requires significant further capital expenditure and the Group will need to raise further finance. The terms on which future funds can be raised may not be on terms which the Directors consider acceptable. The Group is listed on the public markets which greatly assists in the raising of additional finance.
Governance and Compliance - There are multiple governance-based risks which may have an impact on the business. The Group operates within a complex regulatory environment which focuses on accountability. Failure to comply with regulations, including applicable licences required for continuous operations, or failure to follow expected social and business conduct could cause potential interruption or stoppage of operations, potential financial loss and reputational damage.
Health and Safety - Mining and Smelting operations by their very nature are dangerous working environments which, if not managed, could lead to serious injuries and a loss of life.
Commodity Markets - A significant decrease in commodity prices for high purity iron, vanadium or titanium would negatively impact Group revenues.
Inflation - The Group's cost base is highly susceptible to inflationary pressures. In cycles of high commodity prices, input costs, such as wages, consumables, diesel and energy often increase at a rate higher than that of general inflation. Rising costs, which could be triggered by and therefore offset by higher commodity prices, have a direct impact on the Group's profitability. In addition, inflationary pressures have an impact on capital expenditure.
Political and Country risk - Substantially all of the Group's business and operations are conducted in South Africa and the political, economic, legal and social situation in South Africa introduces a certain degree of risk with respect to the Group's activities.
s172 Statement - Director's statement in performance of their statutory duties in accordance with s172 (1) Companies Act 2006
During the year ended 30 June 2023 the Board of Directors consider that they have acted in a way that would be most likely to promote the success of the company for the benefit of its members (having regard to the stakeholders and the matters set out in s172(1)(a)-(f) of the Companies Act 2006).
The Board has elected to apply the Quoted Company Alliance Corporate Governance Code as part of its commitment to high standards of corporate governance in all of its activities and complies with its requirements as far as is practicable and appropriate for a company of its nature and size.
The Directors are aware of their responsibilities to take into consideration the interests of all stakeholders in their decision making process and to promote the success of the Company in accordance with s172. The Directors continue to pay full regard to the interests of the stakeholders.
The requirements of s172 are for the Directors to:
• Consider the likely consequences of any decision in the long term,
• Act fairly between the members of the Company,
• Maintain a reputation for high standards of business conduct,
• Consider the interests of the Company's employees,
• Foster the Company's relationships with suppliers, customers and others, and
• Consider the impact of the Company's operations on the community and the environment.
The Company is quoted on AIM and its members will be fully aware, through detailed announcements, shareholder meetings and financial communications, updated on the website, of the Board's broad and specific intentions and the rationale for its decisions. When making decision, the Board of Directors, issues such as the impact on the community and the environment have actively been taken into consideration. The Company pays its employees and creditors promptly and keeps its costs to a minimum to protect shareholders funds. The Company recognises workers' representation unions and complies with all local employment legislation.
The key decisions made in the year to promote this success are explained in the Strategic Report above.
This report was approved by the Board on 19 December 2023 and signed on its behalf by:
Dr John Wardle
Executive Chairman
CONSOLIDATED INCOME STATEMENT
2023 2022
Note £000 £000
Revenue 4 103 -
Cost of sales (29) -
Gross profit 74 -
Administrative expenses (1,310) (798)
Operating loss 5 (1,236) (798)
Other gains and losses 7 47 -
Investment revenues 8 34 4
Finance costs 9 (15) (17)
Loss before tax (1,170) (811)
Tax 10 711 -
Loss for the year (459) (811)
Attributable to:
Owners of the Company (435) (806)
Non-controlling interests (24) (5)
(459) (811)
Loss per share - Basic and diluted 11 (0.02p) (0.06p)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
2023 2022
£000 £000
Loss for the period (459) (811)
Exchange difference on translation of foreign operations (4,387) (199)
Total comprehensive loss for the year (4,846) (1,010)
Attributable to
Owners of the Company (4,250) (974)
Non-controlling interests (596) (36)
(4,846) (1,010)
In respect of the exchange differences on translation of foreign operation, the amounts charged/credited to other comprehensive income may be reclassified to the income statement in future periods.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
2023 2022
Note £000 £000
Non-current assets
Intangible assets 13 24,061 26,350
Property, plant and equipment 14 6,938 2
Investments 15 - -
Other receivables 17 130 3
31,129 26,355
Current assets
Inventories 16 45 -
Trade and other receivables 17 307 198
Cash and cash equivalents 25 19 17
371 215
Total assets 31,500 26,570
Current liabilities
Payables and contract liabilities 18 (1,862) (619)
Lease liabilities 19 (10) -
Borrowings 20 - (499)
(1,872) (1,118)
Non-current liabilities
Payables and contract liabilities 18 (4,162) -
Lease liabilities 19 (27) -
Deferred tax liabilities 21 (3,284) (4,730)
(7,473) (4,730)
Total liabilities (9,345) (5,848)
Net assets 22,155 20,722
Equity
Share capital 23 12,694 10,453
Share premium 24 25,324 21,379
Other reserve 24 94 12
Retained earnings 24 (8,845) (8,421)
Foreign currency translation reserve 24 (9,860) (6,045)
Equity attributable to owners of the Company 19,407 17,378
Non-controlling interests 29 2,748 3,344
Total equity 22,155 20,722
These financial statements were approved by the Board and authorised for issue on 19 December 2023.
Signed on behalf of the Board
M Eales
Director Company Registration No: 04095614
PARENT COMPANY STATEMEMNT OF FINANCIAL POSITION
2023 2022
Note £000 £000
Non-current assets
Investments 15 30,854 26,017
Current assets
Trade and other receivables 17 57 60
Cash and cash equivalents 25 17 12 74 72
Total assets 30,928 26,089
Current liabilities
Trade and other payables 18 (267) (606)
Borrowings 20 - (499)
Total liabilities (267) (1,105)
Net assets 30,661 24,984
Equity
Share capital 23 12,694 10,453
Share premium 24 25,324 21,379
Other reserve 24 94 12
Retained earnings 24 (7,451) (6,860)
Total equity 30,661 24,984
(Attributable to owners of the Company)
The loss for the financial year dealt with in the financial statements of the parent Company was £602,000 (2022 - loss £693,000).
These financial statements were approved by the Board and authorised for issue on 19 December 2023
Signed on behalf of the Board
M Eales
Director Company Registration No: 04095614
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Equity attributable to owners of the Company:
Foreign
Share Share Other Retained currency
Capital Premium Reserve earnings translation Total
£000 £000 £000 £000 £000 £000
At 1 July 2021 10,436 21,261 15 (7,618) (5,877) 18,217
Loss for the year - - - (806) - (806)
Exchange difference on
translation of foreign operations - - - - (168) (168)
Issue of share capital 17 118 - - - 135
Exercise of share warrants - - (3) 3 - -
At 30 June 2022 10,453 21,379 12 (8,421) (6,045) 17,378
Profit (loss) for the year - - - (435) - (435)
Exchange difference on
translation of foreign operations - - - - (3,815) (3,815)
Issue of share capital 2,241 3,945 - - - 6,186
Issue of share warrants - - 82 - - 82
Share based payments - - - 11 - 11
At 30 June 2023 12,694 25,324 94 (8,845) (9,860) 19,407
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)
Total equity:
Owners of Non-controlling Total
the Company Interest Equity
£000 £000 £000
At 1 July 2021 18,217 3,380 21,597
Loss for the year (806) (5) (811)
Exchange difference on
translation of foreign operations (168) (31) (199)
Issue of share capital 135 - 135
At 30 June 2022 17,378 3,344 20,722
Profit (loss) for the year (435) (24) (459)
Exchange difference on
translation of foreign operations (3,815) (572) (4,387)
Issue of share capital 6,186 - 6,186
Issue of share warrants 82 - 82
Share based payments 11 - 11
At 30 June 2023 19,407 2,748 22,155
COMPANY STATEMENT OF CHANGES IN EQUITY
Equity attributable to the equity holders of the Company:
Share Share Other Retained Total
Capital Premium Reserve Earnings Equity
£000 £000 £000 £000 £000
At 1 July 2021 10,436 21,261 15 (6,170) 25,542
Loss for the year - - - (693) (693)
Issue of share capital 17 118 - - 135
Exercise of share warrants - - (3) 3 -
At 30 June 2022 10,453 21,379 12 (6,860) 24,984
Loss for the year - - - (602) (602)
Issue of share capital 2,241 3,945 - - 6,186
Issue of share warrants - - 82 - 82
Share based payments - - - 11 11
At 30 June 2023 12,694 25,324 94 (7,451) 30,661
CONSOLIDATED CASH FLOW STATEMENT
2023 2022
Note £000 £000
Cash used in operating activities 25 (672) (337)
Interest paid (3) -
Net cash used in operating activities (675) (337)
Investing activities
Purchases of property, plant and equipment (2,337) (1)
Purchase of exploration and evaluation assets (2,513) (396)
Interest received 34 4
Loans to Joint Venture (141) -
Loans received from Joint Venture 24 -
Net cash used in investing activities (4,933) (393)
Financing activities
Proceeds on issue of equity (net of costs) 5,755 -
Proceeds from new loans - 482
Repayment of loans (140) -
Payment of lease liabilities (4) -
Net cash generated by financing activities 5,611 482
Net increase/(decrease) in cash and cash equivalents 3 (248)
Cash and cash equivalents at beginning
of year 25 17 270
Effects of foreign exchange rates (1) (5)
Cash and cash equivalents at end of year 25 19 17
COMPANY CASH FLOW STATEMENT
2023 2022
Note £000 £000
Cash used in operating activities 25 (1,100) (230)
Net cash used in operating activities (1,100) (230)
Investing activities
Payments to acquire investments - loans (4,510) (495)
Net cash used in investing activities (4,510) (495)
Financing activities
Proceeds on issue of equity (net of costs) 5,755 -
Proceeds from new loans - 482
Repayment of loans (140) -
Net cash generated by financing activities 5,615 482
Net increase/(decrease) in cash and cash equivalents 5 (243)
Cash and cash equivalents at
beginning of year 25 12 255
Cash and cash equivalents at end of year 25 17 12
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General information
Ironveld Plc is a public company incorporated and domiciled in England and Wales under the Companies Act 2006 whose shares are listed on the Alternative Investment Market of the London Stock Exchange. The address of the registered office is given on page 2. The nature of the Group's operations and its principal activities are set out in note 3 and in the Directors Report on page 6.
Adoption of new and revised Standards
In the current year, the Group has applied new or amended standard for the first time which are mandatory for accounting periods commencing on or after 1 July 2022. None of the standards adopted had a material impact on the financial statements. The significant new and amended standards adopted were as follows:-
Amendments to IFRS 9 in respect of the derecognition of financial liabilities.
Amendments to IAS 16 in respect of proceeds before intended use.
Amendments to IAS 37 in respect of onerous contracts.
At the date of authorisation of these financial statements, amendments to existing standards and interpretations, applicable to the group, are not yet effective and have not been adopted early by the Group. The adoption of these standards, amendments and interpretations is not expected to have a material impact on the Group and Company's results or equity.
2.1 Significant accounting policies
The financial statements are based on the following policies which have been consistently applied:
Basis of preparation
The financial statements of the Group and Parent Company have been prepared in accordance with UK-adopted international accounting standards (IFRSs) in conformity with the requirements of the Companies Act 2006.
The financial statements have been prepared on the historical cost basis. The financial statements are presented in pounds sterling because that is considered to be the currency of the primary economic environment.
The principal accounting policies are set out below:
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all entities controlled by the Company (its subsidiaries) made up to the year-end. Control is achieved where the Company has power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
Subsidiaries are consolidated from the date of their acquisition, being the date on which the Company obtains control and ceases when the Company loses control of the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Non-controlling interests in subsidiaries are identified separately from the Group's equity therein. Those interests of non-controlling shareholders are initially measured at their proportionate share of the fair value of the acquiree's identifiable net assets. Subsequent to acquisition, the carrying value of the non-controlling interests is the amount of initial recognition plus the non-controlling interests' share of the subsequent changes in equity.
Changes in the Group's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company.
Joint ventures
A joint venture (JV) is a type of joint arrangement in which the parties with joint control of the arrangement have rights to the net assets of the arrangement. A separate vehicle (not the parties) will have the rights to the assets and obligations for the liabilities, relating to the arrangement. The JV is not dependent on the parties to the arrangement for funding and the parties to the arrangement have no obligations for the liabilities of the arrangement. The Group's investment in its JV is accounted for using the equity method.
Under the equity method, the investment in the JV is initially recognised at cost to the Group. In subsequent periods, the carrying amount of the JV is adjusted to recognise changes in the Group's share of net assets of the JV since the acquisition date. Goodwill relating to the JV is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment.
The statement of profit or loss and other comprehensive income reflects the Group's share of the results of the operations of the JV. In addition, when there has been a change recognised directly in the equity of the JV, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the JV are eliminated to the extent of the interest in the JV.
The aggregate of the Group's share of profit or loss of the JV is shown on the face of the statement of profit or loss and other comprehensive income as part of operating profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of JV. The financial statements of the JV are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in the JV. At each reporting date, the Group determines whether there is objective evidence that the investment in the JV is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the JV and its carrying value, then recognises the loss as 'Share of profit of a joint venture' in the statement of profit or loss and other comprehensive income.
On loss of joint control over the JV, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the JV upon loss of joint control and the fair value of the retained investment and proceeds from disposal is recognised in the statement of profit or loss and other comprehensive income.
Business combinations
Acquisitions of subsidiaries which are determined to be business combinations under IFRS3 are accounted for using acquisition accounting. The consideration for each acquisition is measured at the fair value of assets given, liabilities incurred or assumed and equity instruments issued by the Group in exchange for control in the acquiree. Acquisition-related costs are recognised in the income statement as incurred.
Acquisitions of subsidiaries which are determined not to be business combinations under IFRS3 are accounted for on other bases, taking into account the application guidance in Appendix B of IFRS3. Where the directors consider it appropriate to do so the directors will apply the concentration test permitted by para B7B of IFRS3 and account for an acquisition of a subsidiary as an asset acquisition.
Revenue from contracts with customers
The Group is principally engaged in the business of producing Magnetite ore and speciality metals including High Purity Iron, Vanadium slag and Titanium slag. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer. If a customer pays consideration before the Group transfers the goods or services to the customer a contract liability is recognised when the payment is made or due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract.
Exploration and evaluation
Costs incurred prior to acquiring the rights to explore are charged directly to the income statement.
Licence acquisition costs and all other costs incurred after the rights to explore an area have been obtained, such as the direct costs of exploration and appraisal (including geological, drilling, trenching, sampling, technical feasibility and commercial viability activities) are accumulated and capitalised as intangible exploration and evaluation ("E&E") assets, pending determination. Amounts charged to project partners in respect of costs previously capitalised are deducted as contributions received in determining the accumulated cost of E&E assets.
E&E assets are not amortised prior to the conclusion of the appraisal activities. At completion of appraisal activities, if financial and technical feasibility is demonstrated and commercial reserves are discovered then, following development sanctions, the carrying value of the relevant E&E asset will be reclassified as a development and production asset in intangible assets after the carrying value has been assessed for impairment and, where appropriate adjusted. If after completion of the appraisal of the area it is not possible to determine technical and commercial feasibility or if the legal rights have expired or if the Group decide to not continue activities in the area, then the cost of unsuccessful exploration and evaluation are written off to the income statement in the relevant period.
The Group's definition of commercial reserves for such purposes is proved and probable reserves on an entitlement basis. Proved and probable reserves are the estimated quantities of minerals which geological, geophysical and engineering data demonstrate with a specified degree of certainty to be recoverable in future years from the known reserves and which are considered to be commercially producible.
Such reserves are considered commercially producible if management has the intention of developing and producing them and such intention is based upon:
- a reasonable expectation that there is a market for substantially all of the expected production;
- a reasonable assessment of the future economics of such production;
- evidence that the necessary production, transmission and transportation facilities are available or can be made available; and
- agreement of appropriate funding; and
- the making of the final investment decision.
On an annual basis a review for impairment indicators is performed. If an indicator of impairment exists an impairment review is performed. The recoverable amount is then considered to be the higher of the fair value less costs of sale or its value in use. Any identified impairment is written off to the income statement in the period identified.
Taxation
The tax expense represents the sum of the tax payable and deferred tax.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base used in the calculation of the taxable profit and is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised on all appropriate taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at each statement of financial position date.
Deferred tax is calculated at the tax rates that are expected to be applicable in the period when the liability or asset is realised and is based on tax laws and rates substantially enacted at the statement of financial position date. Deferred tax is charged in the income statement except where it relates to items charged/credited in other comprehensive income, in which case the tax is also dealt with in other comprehensive income.
Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
Property, plant and equipment
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less the estimated residual value of each asset over its expected useful life, as follows:
Plant and machinery Between 2 and 6 years straight line basis
Motor vehicles 6 years straight line basis
Assets under construction Not depreciated until brought into use
Leased assets are depreciated in a consistent manner over the shorter of their expected useful lives and the lease term.
Inventories
Inventories are measured at the lower of cost and net realisable value on the first-in-first-out basis.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.
The cost of inventories of items that are not ordinarily interchangeable and goods or services produced and segregated for specific projects is assigned using specific identification of the individual costs.
The cost of inventories is assigned using the formula. The same cost formula is used for all inventories having a similar nature and use to the entity.
When inventories are sold, the carrying amount of those inventories are recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, are recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.
Foreign currencies
The individual financial statements of each group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purposes of the consolidated financial statements, the results and financial position of each group company are expressed in pounds sterling, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency are recognised at the rates of exchange prevailing on the dates of the transactions. At each statement of financial position date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised in the income statement in the period in which they arise.
When presenting the consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at the exchange rates prevailing at the statement of financial position date. Income and expense items are translated at average exchange rates for the period, unless exchange rates have fluctuated significantly in which case the rates at the date of the transactions are used. Exchange differences arising are recognised in other comprehensive income and accumulated in equity (attributed to non-controlling interests where appropriate).
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated using the closing rate.
Financial instruments
Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument.
Other receivables
Other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method except for short-term receivables when recognition of interest would be immaterial. The Group recognises appropriate allowances for expected credit losses in the income statement based on a historical credit loss experience, adjusted for factors that are specific to the debtors and general economic conditions.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Financial liability and equity
Interest bearing bank and other loans and bank overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis in the income statement using the effective interest rate method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.
The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are initially recognised at fair value and are subsequently amortised using the effective interest method. Fair value is estimated from available market data and reference to other instruments considered to be substantially the same.
Trade and other payables
Trade payables and other financial liabilities are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.
The Group's activities expose it primarily to the financial risks of changes in interest rates on borrowings and foreign exchange risk.
Investments
Investments in subsidiaries are stated at cost less any provision for impairment.
Share-based payments
The Group issues equity-settled share-based payments to certain employees and other parties. Equity settled share-based payments are measured at fair value at the date of grant. In respect of employee related share based payments, the fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. In respect of other share based payments, the fair value is determined at the date of grant and recognised when the associated goods or services are received.
Operating segments
The Group considers itself to have one operating segment in the year and further information is provided in note 3.
Going concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group has adequate resources to continue in operating existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements. Further details are provided in the note 2.2 and in the Strategic Report on pages 5 to 6. The financial statements therefore do not include the adjustments that would result if the Group and Company were unable to continue as a going concern.
Cost of sales
When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.
2.2 Critical accounting estimates and judgements
The Group makes estimates and assumptions regarding the future. Estimates and judgements 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 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.
Going concern
As at the date of approval of these Financial Statements the Rustenburg smelter project has been temporarily placed on care and maintenance following a decision to cease renting electrical generators and put in place a hire purchase agreement for similar power generation for approximately 25% of the monthly cost. The proposed new generator units are available in South Africa and the intention is that the Company will coincide the delivery and installation of these new units with the anticipated direct funding transaction, which is expected to be concluded early in 2024.
Whilst some revenues have been generated during 2023 from the operations at the smelter, when operating at a level below full capacity - particularly during periods of non-operation due to power supply or critical repairs - the overheads incurred by the facility have consumed more cash than revenues earned. The Company therefore took the decision earlier this month to conserve cash by returning rented generator units and to temporarily suspend production, also reducing headcount at the smelter to a level commensurate with care and maintenance activities. As at the date of approval of these Financial Statements the Company had not signed definitive transaction documents, but the Board has reasonable expectations that a significant funding transaction with a financial institution in South Africa, which has been in process for a number of months, will be concluded early in 2024.
Taking into account existing cash resources, and the assumed receipts of funding detailed above the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being twelve months from the date of the approval of the financial statements. For this reason, the Board continues to adopt the going concern basis in the preparation of these financial statements.
Should the agreed funding transaction not be completed or be materially delayed the Company will seek alternative funding arrangements and those arrangements are not yet committed. This represents a material uncertainty in relation to the Company's funding arrangements.
Exploration and evaluation assets
The Group has adopted a policy of capitalising the costs of exploration and evaluation and carrying the amount without impairment assessment until impairment indicators exist (as permitted by IFRS 6). The directors consider that as at the Period end the Group remained in the exploration and evaluation phase and therefore, under IFRS 6, the directors have to make judgements as to whether any indicators of impairment exist and the future activities of the Group. No such indicators of impairment were identified and therefore, in accordance with IFRS 6, no impairment review has been carried out. The Directors remain committed to development of the asset.
Acquisition of Ferrochrome Furnaces (Pty) Limited ("FCF")
On 24 May 2022 the Company announced that it had agreed Heads of Terms and on 31 August 2022 further announced that it had signed a share purchase agreement to acquire 100% of the share capital of FCF, which would provide the Group with an existing smelting facility (the Rustenburg Smelter) which, following refurbishment, would provide the Group with the opportunity to commence processing the ore. The acquisition by subsidiary Ironveld Smelting (Proprietary) Limited, reflected an agreement with the shareholders and the Business Rescue Practitioner of FCF to acquire the entire share capital for a nominal amount but at the date of these accounts the agreement remained subject to contract. Under the agreed terms, the Group will be required to enter into a debt purchase agreement with the sole creditor of FCF for a total of R116 million (approximately £4.8 million). Since the transaction becoming unconditional the Group has incurred £2 million on refurbishing the smelter complex.
This results in the directors making two critical judgements in preparing these financial statements.
Acquisition of Ferrochrome Furnaces (Pty) Limited ("FCF") (continued)
Nature of the acquisition - The directors have considered application notes of IFRS3 and elected to apply the optional test set out in paragraph B7B of IFRS 3 (the 'concentration test') which permits a simplified assessment of whether an acquired set of activities and assets is not a business. Having determined that the concentration test is met and the set of activities and assets is not a business no further assessment is considered necessary. The acquisition of FCF will therefore be accounted for as an asset acquisition and not a business combination.
Recognition of assets under construction and related debt obligations -The directors have considered the definition of an asset set out in Chapter 4 of the Conceptual Framework for Financial Reporting issued by the International Accounting Standards Board. In their consideration the directors have had regard to the Group's unencumbered use of the smelter, including the right to use it to generate revenue, management's actions in refurbishing the smelter complex for long term use, the status of the Business Rescue process and consents obtained from the sole creditor of FCF and the probability of a range of possible outcomes and of inflows or outflows of economic benefits. The directors have also considered IAS 16 para 7 in relation to recognition criteria, in particular paragraph 7 (a) which refers to whether it is probable that future economic benefits will flow to the group. Based on the nature of the facts and the actions of management the directors consider that the 'probable' threshold has been passed and therefore it is appropriate to recognise the asset as an asset under construction at the year end.
As a consequence of their determination the directors have recognised the Rustenburg smelter complex in assets under construction (see note 14) and also the deferred and contingent debt obligations under the Debt Purchase Agreement (see note 18)
Until the Business Rescue process in South Africa is fully concluded in all respects the acquisition remains subject to contract and there is an element of uncertainty over this accounting treatment. If for any reason, the likelihood of which the directors consider to be remote, final closure of the Business Rescue process does not take place it is probable that asset under construction of £6.9 million and associated deferred and contingent debt obligations of £4.8 million would be derecognised and capitalised refurbishment expenditure of £2.3 million would be expensed.
Investment impairment indicators
The Company statement of financial position includes an investment in subsidiary companies of £30,854,000 which is underpinned and reflects the underlying subsidiary exploration and evaluation assets discussed above. At the reporting date the group's market capitalisation was less than the carrying value of the investment, which is an indicator of impairment under IAS36. An impairment review has been carried out in the period - see note 15.
Deferred tax assets
The directors must judge whether the future profitability of the Group is likely in making the decision whether or not to recognise a deferred tax asset in respect of taxation losses. No deferred tax assets have been recognised in the year.
3. Business and geographical segments
Information reported to the Group Directors for the purposes of resource allocation and assessment of segment performance is focused on the activity of each segment and its geographical location. The directors consider that there is only one business segment, which is the activity of prospecting, exploration and mining based in South Africa.
4. Revenue
2023 2022
£000 £000
Revenue from contracts with customers - disaggregated revenue information
Sale of goods - Magnetite Ore 18 -
Sale of goods - Other sales 85 -
103 -
All revenue represented the sale of goods and was recognised at a point in time.
5. Operating loss
2023 2022
Operating loss for the year is shown after charging: £000 £000
Depreciation on tangible assets 17 1
Short term payments under leases 32 14
Share based payment charge 11 -
Foreign exchange loss/(gain) 5 (2)
Cost of inventories recognised as expense 29 -
Auditors' remuneration
Fees payable to the auditors for the audit of the Company's accounts 40 38
6. Staff costs
Group
2023 2022
£000 £000
Wages and salaries 2,042 377
Social security costs 48 22
Pension costs 84 14
Share based payments 11 -
Directors other fees 134 74
2,319 487
The average monthly number of employees, including Directors, during 2023 2022
the period was as follows: Number Number
Administration and management 22 12
Mining and smelting 77 -
99 12
2023 2022
£000 £000
Directors remuneration and other fees 468 339
Pension 15 14
Share based payments 7 -
490 353
6. Staff costs (continued)
2023 2022
£000 £000
The aggregate remuneration and fees paid to the highest paid Director was 193 175
Pension 15 14
Share based payments 3 -
211 189
Further details of the Directors' remuneration are given in the Directors' Remuneration Report on page
11.
Company
2023 2022
£000 £000
Wages and salaries 334 265
Social security costs 41 21
Share based payments 3 -
Pension costs 15 14
393 300
The average monthly number of employees, including Directors, during 2023 2022
the period was as follows: Number Number
Administration and management 6 4
7. Other gains and losses
2023 2022
£000 £000
Gain on settlement of financial liabilities with equity 47 -
8. Investment revenues
2023 2022
£000 £000
Interest on financial deposits 34 4
9. Finance costs
2023 2022
£000 £000
Loan interest and similar charges 11 17
Interest on lease liabilities 2 -
Other finance costs 2 -
15 17
10. Tax
2023 2022
a) Tax charge/(credit) for the period £000 £000
Corporation tax:
Current period - -
Deferred tax (note 21) (711) -
(711) -
b) Factors affecting the tax charge for the period
Loss on ordinary activities for the period before taxation (1,170) (811)
Loss on ordinary activities for the period before taxation multiplied by
effective rate of corporation tax in the UK of 19% (2022 - 19%) (222) (154)
Effects of:
Expenses not deductible for tax purposes 1 5
Tax losses not recognised 118 149
Tax losses not previously recognised (451) -
Change in tax rates (157) -
Tax charge/(credit) for the period (711) -
c) Factors that may affect future tax charges - The Group has estimated unutilised tax losses amounting to £6,078,000 (2022 - £5,149,000) the values of which are not recognised in the statement of financial position. The losses represent a potential deferred taxation asset of £1,524,000 (2022 - £1,287,000) based on the enacted future tax rate of 25% in the United Kingdom and 27% in South Africa, which would be recoverable should the Group make sufficient suitable taxable profits in the future.
In addition, the Group has pooled exploration costs incurred of £9,610,000 (2022 - £8,901,000) which are expected to be deductible against future trading profits of the Group.
11. Loss per share
2023 2022
£000 £000
Loss attributable to the owners of the Company (435) (806)
Loss per share - Basic and diluted
Continuing operations (0.02p) (0.06p)
The calculation of basic earnings per share is based on 2,963,582,067 (2022 - 1,322,831,729) ordinary shares, being the weighted average number of ordinary shares in issue during the year. Where the Group reports a loss for the current period, then in accordance with IAS 33, the share options are not considered dilutive. Details of such instruments which could potentially dilute basic earnings per share in the future are included in note 23.
12. Loss attributable to owners of the parent Company
As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the parent Company is not presented as part of these accounts. The parent Company's loss for the financial year amounted to £602,000 (2022 - £693,000).
13. Intangible assets
Exploration
and evaluation
assets £000
Group
Cost:
At 1 July 2021 26,191
Additions 396
Exchange differences (237)
At 30 June 2022 26,350
Additions 2,513
Exchange differences (4,802)
At 30 June 2023 24,061
Impairment and amortisation:
At 1 July 2021, 30 June 2022 and at 30 June 2023 -
Net book value at 30 June 2023 24,061
Net book value at 30 June 2022 26,350
The Group's exploration and evaluation assets all relate to South Africa.
In respect of the exploration and evaluation assets which remain in the appraisal phase, the Group has performed a review for impairment indicators, as required by IFRS 6 and in the absence of such indicators no impairment review was carried out.
14. Property, plant and equipment
Assets under Motor Plant and
Group construction vehicles machinery Total
£000 £000 £000 £000
Cost:
At 1 July 2021 - - 39 39
Additions - - 1 1
At 30 June 2022 - - 40 40
Additions 7,132 58 22 7,212
Exchange differences (252) (6) (9) (267)
At 30 June 2023 6,880 52 53 6,985
Depreciation:
At 1 July 2021 - - 37 37
Charge for the period - - 1 1
At 30 June 2022 - - 38 38
Charge for the period - 12 5 17
Exchange differences - (1) (7) (8)
At 30 June 2023 - 11 36 47
Net book value at 30 June 2023 6,880 41 17 6,938
Net book value at 30 June 2022 - - 2 2
The asset under construction represents the cost of refurbishment of the Rustenburg smelter and includes £4,829,000 deferred costs which at the balance sheet date were unconditional but remained subject to contract.
All non-current assets in 2023, 2022 and 2021 were located in South Africa.
15. Investments
Group - Loans to other entities
2023 2022
£000 £000
Cost:
At 1 July 352 355
Exchange differences (61) (3)
At 30 June 291 352
Impairment:
At 1 July 352 355
Exchange differences (61) (3)
At 30 June 291 352
Book value at 30 June - -
The investment represented the R7 million refundable deposit to Siyanda Smelting and Refining Proprietary Limited which the Group paid in exchange for a period of exclusivity to conclude a potential acquisition of the company. The period of exclusivity expired in 2017. The deposit is interest free and becomes refundable should the acquisition not proceed. The investment was fully impaired as at 30 June 2023 whilst the directors pursued other alternative opportunities.
Company - Subsidiary undertakings
Loans Equity Total
£000 £000 £000
Cost:
At 1 July 2021 5,168 20,334 25,502
Additions 515 - 515
At 30 June 2022 5,683 20,334 26,017
Additions 4,837 - 4,837
At 30 June 2023 10,520 20,334 30,854
Net book value at 30 June 2023 10,520 20,334 30,854
Net book value at 30 June 2022 5,683 20,334 26,017
The loans represent loans to Ironveld Holdings (Propriety) Limited of £10,342,000 (2022 - £5,525,000) which incur interest at a rate not exceeding the base lending rate applicable in England and Wales. Under the initial terms of the loan, £2,500,000 was repayable 31 December 2019 with the remainder due 31 December 2020 however further agreement has extended the loan period until project finance is agreed. Also included in loans are working capital loans to Ironveld Mauritius Limited of £178,000 (2022 - £158,000) which are interest free.
At the reporting date the Group's market capitalisation was less than the carrying value of the Company's investments in subsidiaries, which is an indicator of impairment under IAS36. An impairment review has been carried out in the period.
Company - Subsidiary undertakings (continued)
The Company's investments in subsidiary undertakings of £30,854,000 is underpinned and reflects the underlying exploration and evaluation assets and the expected future cash flows from the Rustenburg smaller complex once fully operational. These have been treated as a single cash generating unit for the purposes of the review. Impairment was tested by discounting the expected cash flows of a pilot scale operation of the smelter complex over a 10 year period. Cash flows, net of acquisition debt repayments, were discounted using an industry standard appraisal rate of 10% and sensitised for reasonably possible alternative scenarios, including discount rate. The Company's investment on subsidiaries is not impaired on the base case or in any of the reasonably possible alternative scenarios applied.
The Company has investments in the following subsidiaries.
Proportion of Nature of
Name of company Shares voting rights business
and shares held
Subsidiary undertakings
Ironveld (Mauritius) Ordinary *100% Holding Company
Ironveld Holdings (Proprietary) Limited Ordinary 100% Holding Company
Ironveld Mining (Proprietary) Limited Ordinary 100% Mining and exploration
Ironveld Energy (Proprietary) Limited Ordinary 100% Ore processing and smelting
Ironveld Smelting (Proprietary) Limited Ordinary 74% Ore processing and smelting
HW Iron (Proprietary) Limited Ordinary 68% Prospecting and mining
Lapon Mining (Proprietary) Limited Ordinary 74% Prospecting and mining
Luge Prospecting and
Mining (Proprietary) Limited Ordinary 74% Prospecting and mining
Joint venture
Ipace Proprietary Limited Ordinary 50% Sale of Magnetite ore
* Held directly by Ironveld Plc all other holdings are indirect.
All subsidiary undertakings are incorporated and domiciled in South Africa, other than Ironveld Mauritius Limited, which is incorporated and domiciled in Mauritius.
The registered office of all subsidiaries with the exception of Ironveld (Mauritius) was Gartner House, 33 Wessel Road, Rivonia 2128, South Africa.
The registered office of Ironveld (Mauritius) is - C/o Rogers Capital Corporate Services Limited, 3rd Floor, Rogers House, No. 5 President John Kennedy Street, Port Louis, Republic of Mauritius.
Further details of non-wholly owned subsidiaries of the Group are provided in note 29.
16. Inventories Group Company
2023 2022 2023 2022
£000 £000 £000 £000
Ore stockpile 45 - - -
45 - - -
Due within 12 months (45) - - -
Due after more than 12 months - - - -
17. Trade and other receivables Group Company
2023 2022 2023 2022
£000 £000 £000 £000
Trade receivables 7 - - -
Other receivables 222 134 6 2
Amounts owed by related parties 5 3 - -
Amounts owed by joint ventures 125 - - -
Prepayments 78 64 51 58
437 201 57 60
Due within 12 months (307) (198) (57) (60)
Due after more than 12 months 130 3 - -
Amounts owed by related parties represent expenses paid on behalf of the non-controlling interest shareholders by the company and are expected to be recovered in more than 12 months. The amounts are unsecured and interest free.
Credit risk
The Group's principal financial assets are bank balances, cash balances, amounts due from joint ventures and other receivables. The Group's credit risk is primarily attributable to its other receivables of which £107,000 (2022 - £107,000) is due from a third party financial institution and further information is provided in note 22. The remaining other receivable relates to recoverable VAT. The amounts presented in the balance sheet are net of allowances for doubtful receivables.
18. Payables and contract liabilities Group Company
2023 2022 2023 2022
£000 £000 £000 £000
Trade payables 753 132 134 132
Taxation and social security costs 10 4 10 3
Other payables 4,852 5 5 5
Contract liabilities 195 - - -
Amounts owed to joint ventures 21 - - -
Accruals 193 478 118 466
6,024 619 267 606
Due within 12 months (1,862) (619) (267) (606)
Due after more than 12 months 4,162 - - -
Other payables includes £4,829,000 (R116,000,000) in respect of the proposed Rustenburg smelter acquisition which was unconditional at the year end but which remained subject to contract. On completion, £4,163,000 (R100,000,000) will be due after 12 months with the remainder anticipated to be due within 12 months.
Contract liabilities at both 1 July 2022 and at 1 July 2021 were £Nil.
19. Leases
The Group has lease contracts for certain items of motor vehicles with lease terms of six years. In addition, the Group uses short-term leases (less than 12 months term) where considered appropriate to its requirements and takes advantage of the recognition exemptions for such leases.
Right-of-use assets Group Company
2023 2022 2023 2022
£000 £000 £000 £000
Cost:
At 1 July - - - -
Additions 47 - - -
Exchange differences (6) - - -
At 30 June 41 - - -
Depreciation:
At 1 July - - - -
Charge for the period 10 - - -
Exchange differences (1) - - -
At 30 June (9) - - -
Net book value at 30 June 32 - - -
Lease liabilities Group Company
2023 2022 2023 2022
£000 £000 £000 £000
At 1 July - - - -
Additions 47 - - -
Interest expense 2 - - -
Payments (6) - - -
Exchange differences (6) - - -
37 - - -
Due within 12 months (10) - - -
Due after more than 12 months 27 - - -
19. Lease liabilities (continued)
Maturity analysis Group Company
2023 2022 2023 2022
£000 £000 £000 £000
On demand - - - -
Within 1 year 10 - - -
Between 1 to 2 years 10 - - -
Between 2 to 5 years 30 - - -
Over 5 years 6 - - -
Total undiscounted liabilities 56 - - -
Future finance charges and other adjustments (19) - - -
Lease liabilities in the financial statements 37 - - -
Amounts recognised in the income statement as an expense during the period in respect of lease arrangements are as follows:
Group Company
2023 2022 2023 2022
£000 £000 £000 £000
Expense relating to short-term leases 32 14 - -
Depreciation 10 - - -
Interest 2 - - -
20. Borrowings Group Company
2023 2022 2023 2022
£000 £000 £000 £000
Other loans - 499 - 499
Due within 12 months - 499 - 499
Due after more than 12 months - - - -
The others loans represented amounts due to a consortium of high net worth investors and existing shareholders and were repaid in the year. The loans attracted a fixed interest rate of between 7% and 8% per annum.
The financing of the group comprises the contingent consideration (note 18) and the leases (note 19), both of which are detailed in their respective note.
21. Deferred tax
Group
2023 2022
£000 £000
Balance at 1 July 4,730 4,774
Change in tax rates (157) -
Relating to origination and reversal of temporary differences (554) -
Exchange differences (735) (44)
Balance at 30 June 3,284 4,730
The Group has unrelieved tax losses carried forward which represent a deferred tax asset of £1,524,000 (2022 - £1,287,000) based on current tax rates. This asset is not recognised in these financial statements.
The deferred tax liability is made up as follows: Group
2023 2022
£000 £000
Exploration and evaluation assets 3,777 4,730
Temporary timing difference on foreign exchange gains and losses (440) -
Other temporary timing differences (53) -
Balance at 30 June 3,284 4,730
22. Financial instruments
The Group's policies as regards derivatives and financial instruments are set out in the accounting policies in note 2. The Group does not trade in financial instruments.
Capital risk management
The Company and the Group manages its capital to ensure that they will be able to continue as a going concern whilst maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group's overall strategy remains unchanged from 2022.
The capital structure of the Group consist of equity attributable to equity holders of the parent Company. The Company and the Group are not subject to any externally imposed capital requirements.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company and the Group have adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Group's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of the transactions concluded is spread where possible.
Liquidity Risk Management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company and the Group's short, medium and long term funding and liquidity management requirements. The Company and the Group manage liquidity risk by assessing required reserves and banking facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. At the year end the Group has no undrawn bank facilities. The Company is in the process of negotiating a significant funding transaction with a financial institution in South Africa which is expected to be concluded in early 2024.
Interest rate risk profile
The Company and the Group is exposed to interest rate risk because the Group borrows funds for working capital at fixed and variable rates. The Group exposure to interest rates on financial assets and liabilities are detailed in the liquidity risk management section of this note.
Financial assets
The Group has no financial assets, other than short-term receivables and cash deposits of £19,000 (2022 - £17,000). The cash deposits attract variable rates of interest. At the year end the effective rate was 0.36% (2022 - 0.35%). The cash deposits held were as follows:-
2023 2022
£000 £000
Sterling - United Kingdom banks 16 12
USD - Mauritius banks - 1
South African Rand - United Kingdom banks 2 -
South African Rand - South African banks 1 4
19 17
Financial liabilities - Lease liabilities
Lease liabilities of £37,000 (2022 - £Nil) attract interest at a variable rate of 2.49% above the First National Bank Prime lending rate which was 12.99% at the year end.
Sensitivity analysis - As the interest bearing liabilities are not significant to the overall Group then an increase of 1% in interest rates in South Africa at the balance sheet date would not have a significant effect on the profit and loss of the group.
Currency exposures
The Group undertakes transactions denominated in foreign currencies and is consequently exposed to fluctuations in exchange rates. The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities were as follows:-
As at 30 June 2023 Assets Liabilities
£000 £000
British Pound Sterling (£) 17 257
USD ($) - 6
South African Rand (R) 258 5,594
275 5,857
As at 30 June 2022 Assets Liabilities
£000 £000
British Pound Sterling (£) 12 1,102
USD ($) 1 10
South African Rand (R) 119 2
132 1,114
Financial commitments and guarantee
Rehabilitation guarantees of £1,157,000 (R 27,797,984) have been issued to the Department of Mineral Resources for three subsidiaries, HW Iron Proprietary Limited, Lapon Mining Proprietary Limited and Luge Prospecting and Mining Company Proprietary Limited in order to comply with Section 41 of the Mineral and Petroleum Resources Development Act, 2002 (Act 28 of 2002). Under this agreement the Group will pay deposits to a third-party financial institution to be held pending discharge of any potential claim on this guarantee. At 30 June 2023 £107,000 (R 2,581,388) (2022 - £107,000 (R 2,123,000)) had been deposited in respect of this agreement and is included in other receivables. This receivable represents a concentration of credit risk and the Group is exposed to currency risk on these amounts. As the project had not yet commenced then no liability is considered to have arisen under this guarantee at the reporting date.
23. Share capital
Group and Company
2023 2022
£000 £000
Allotted, called up and fully paid
3,574,996,887 (2022 - 1,333,668,130) Ordinary shares of 0.1p each 3,574 1,333
322,447,158 (2022 - 322,447,158) deferred shares of 1p each 3,224 3,224
5,894,917,569 (2022 - 5,894,917,569) deferred shares of 0.1p each 5,896 5,896
12,694 10,453
On 2 August 2022, a further 1,559,460,724 ordinary shares were issued and admitted to trading to settle existing liabilities and raise gross working capital of £4,400,000 for the Group.
On 1 March 2023, a further 280,000,000 ordinary shares were issued and admitted to trading to raise gross working capital of £840,000 for the Group.
On 14 March 2023, a further 386,666,666 ordinary shares were issued and admitted to trading to raise gross working capital of £1,160,000 for the Group.
On 6 June 2023, a further 15,201,367 ordinary shares were issued and admitted to trading to settle existing liabilities.
Unlike ordinary shares, the deferred shares have no voting rights, no dividend rights and on a return of capital or winding up are entitled to a return of amounts credited as paid. The deferred shares are not transferrable and beneficial interests in the deferred shares can be transferred to such persons as the Directors may determine as custodian for no consideration without sanction of the holder. For this reason the deferred shares are excluded from any Earnings per share calculations.
Further information on the issue of shares after the period end is provided in note 30.
Share options
The Company has a share option scheme for certain employees and former employees of the Group. The share options in issue during the year were as follows:
As at As at
Date Exercise 1 July Granted Exercised Lapsed/ 30 June
granted price 2022 in year in year Cancelled 2023
No. No. No. No. No.
16 August 2012 1p 4,283,682 - - (4,283,682) -
14 November 2012 1p 6,663,505 - - ( 6,663,505) -
16 April 2013 1p 33,334 - - - 33,334
7 November 2013 1p 2,086,667 - - - 2,086,667
1 May 2014 1p 200,000 - - - 200,000
1 October 2015 1p 2,500,000 - - - 2,500,000
10 January 2020 1p 27,400,000 - - - 27,400,000
27 February 2023 0.3p - 50,000,000 - (1,750,000) 48,250,000
At the year-end, 31,220,001 options were exercisable (2022 - 42,167,188) as follows.
As at As at
Date Exercise 30 June Granted Exercised Lapsed/ 30 June
granted price 2022 in year in year Cancelled 2023
No. No. No. No. No.
16 August 2012 1p 4,283,682 - - (4,283,682) -
14 November 2012 1p 6,663,505 - - ( 6,663,505) -
16 April 2013 1p 33,334 - - - 33,334
7 November 2013 1p 2,086,667 - - - 2,086,667
1 May 2014 1p 200,000 - - - 200,000
1 October 2015 1p 1,500,000 - - - 1,500,000
10 January 2020 1p 27,400,000 - - - 27,400,000
The exercise period of the options is as follows:
Date
granted Expiry date Exercise period
16 April 2013 16 April 2023 *
7 November 2013 7 November 2023 *
1 May 2014 1 May 2024 *
1 October 2015 1 October 2025 *
10 January 2020 9 January 2030 **
27 February 2023 27 February 2033 *
Exercise period
* - 1/3 on the first anniversary of grant, 1/3 on the second anniversary of grant and the final 1/3 on the third anniversary of grant.
** - ½ on grant and the remaining ½ one year after the grant date.
Of the options granted on 1 October 2015, 1,000,000 are exercisable following first commercial production from the proposed 15 MW smelter.
The Group recognised a share based payment expense of £11,000 (2022 - £nil) in the year. No options were exercised in the year.
Share warrants
Pursuant to the share placing on 14 December 2020 Turner Pope were appointed as joint broker to the Placing and in addition to 3,333,333 ordinary shares were issued with 95,833,333 broker warrants, exercisable at 0.3p (the placing price) for a period of 36 months from the date of admission. The broker warrants were transferrable and on 4 March 2021 17,500,000 warrants were exercised for £52,500. At the year-end, there were 78,333,333 broker warrants in issue.
Pursuant to the loan facilities agreement, dated 19 May 2022, the Company issued share warrants to the lenders over 13,000,000 shares at 1 pence per share. The warrants had a 3 years life and the lender was able to use the outstanding balances under the loan facilities to exercise the warrants. The loans were repaid in the year. In accordance with the agreement, the price was adjusted downwards to the subsequent placing price of 0.3p per share. At the year end, there were 13,000,000 lender warrants in issue.
Pursuant to the share placing on 2 August 2022 Turner Pope were appointed as sole broker to the Placing and were issued with 375,000,000 broker warrants, exercisable at 0.3p (the placing price) for a period of 3 years from the date of admission. At the year-end, there were 375,000,000 broker warrants in issue.
Pursuant to the share placing in March 2023, the Company issued to subscribers to the Placing with warrants to subscribe for new ordinary shares on the basis of one (1) warrant for every two (2) Placing Shares. The investor warrants are exercisable at 0.50 pence for a period of two years from the date of their grant. At the year end, there were 333,333,333 investor warrants in issue. In addition, the Company issued TPI, the sole broker to the Placing, with 135,000,000 broker warrants, exercisable at 0.3p (the placing price) for a period of three years from the date of admission. At the year-end, there were 135,000,000 broker warrants in issue.
24. Reserves
Group and Company
Other reserves represent the equity component of share options and share warrants issued in the year.
The balance classified as share premium is the premium on the issue of the Group's equity share capital, less any costs of issuing the shares.
The foreign currency translation reserve accumulates the foreign currency gains and losses on the translation of foreign operations.
Retained earnings is made up of cumulative profits and losses to date, share based payments, adjustments arising from changes in non-controlling interests and exchange differences on translation of foreign operations.
25. Cash used in operations
Group 2023 2022
£000 £000
Operating loss (1,236) (798)
Depreciation on property, plant and equipment 17 1
Share based payment charge 11 100
Foreign exchange (117) -
Operating cash flows before movements in working capital (1,325) (697)
Movement in inventories (51) -
Movement in receivables (203) (8)
Movement in payables and contract liabilities 907 368
Cash used in operations (672) (337)
Cash and cash equivalents 2023 2022 £000 £000
Cash and bank balances 19 17
Company 2023 2022
£000 £000
Operating loss (911) (696)
Share based payment charge 3 100
Foreign exchange adjustments - -
Operating cash flows before movements in working capital (908) (596)
Movement in receivables (45) (1)
Movement in payables (147) 367
Cash used in operations (1,100) (230)
Cash and cash equivalents 2023 2022
£000 £000
Cash and bank balances 17 12
26. Significant non-cash transactions
The company settled liabilities and paid for services by the issue of shares. The value of the shares issued was as follows:-
2023 2022 £000 £000
Loan repayments 360,000 -
Accrued directors fees 192,000 -
Services provided 45,000 135,000
27. Related party transactions
Group
During the year the Group incurred £134,000 (2022 - £74,000) for consultancy services to Goldline Global Consulting (Pty) Limited, a company in which P Cox is materially interested. At 30 June 2022, £Nil (2022 - £Nil) remained unpaid in accruals.
Group and Company
The key management personnel of the Group are the directors. Directors' remuneration is disclosed in Note 6.
During the year the Company paid £59,000 (2022 - £48,000) for accounting services to Westleigh Investments Limited, a company in which G Clarke and N Harrison are materially interested.
Included in other loans at 30 June 2023 was a short term loan due to G Clarke of £Nil (2022 - £100,000) and accrued interest of £Nil (2022 - £2,827). The loan attracted interest at 7% per annum and a loan arrangement fee of 2.5% of the facility amount and was repaid in the year.
Included in other loans at 30 June 2023 was a short term loan due to N Harrison of £Nil (2022 - £100,000) and accrued interest of £Nil (2022 - £2,827). The loan attracted interest at 7% per annum and a loan arrangement fee of 2.5% of the facility amount and was repaid in the year.
Included in other loans at 30 June 2023 was a short term loan due to M Eales of £Nil (2022 - £38,500) and accrued interest of £Nil (2022 - £667). The loan attracted interest at 7% per annum and a loan arrangement fee of 2.5% of the facility amount and was repaid in the year.
Further directors' remuneration of £12,000 (2022 - £344,936) was unpaid at the year-end and is included in accruals. During the year £192,000 (2022 - £ Nil) of director's fees were settled by the issue of shares.
28. Financial commitments
At the year end the Group had no financial commitments under operating leases (2022 - £Nil).
On 24 May 2022, the Group announced that it had signed Heads of Terms to acquired 100% of the share capital of Ferrochrome Furnaces (Pty) Limited ("FCF") which will provide the Group with an existing smelting facility and the opportunity to commence mining and processing in the short term. The share capital was to be acquired for a nominal fee but debt was to be acquired of R116m (approximately £4.8m) repayable over a 10 year period. At the year end the acquisition was unconditional but remained subject to contract and the R116m was accrued in these financial statements. The Group commenced plans during the Period to bring the smelter back in to production with overall costs estimated to be between R40m to R65m (£2m to £3.2m).
29. Non-controlling interest
2023 2022
£000 £000
At 1 July 3,344 3,380
Exchange adjustments (572) (31)
Share of loss for the period (24) (5)
At 30 June 2,748 3,344
The table below shows details of non-wholly owned subsidiaries of the Group that have material non-controlling interests:
Profit/ (loss)
Proportion of allocated to Accumulated
voting rights non-controlling non-controlling
and shares held interests interests
2023 (2022) 2023 2022 2023 2022
£000 £000 £000 £000
HW Iron (Proprietary) Limited (32%) (32%) 14 - 896 1,067
Lapon Mining (Proprietary) Limited (26%) (26%) 6 - 1,903 2,291
Other non-controlling interests (44) (5) (51) (14)
(24) (5) 2,748 3,344
29. Non-controlling interest (continued)
Summarised financial information in respect of each of the Group's subsidiaries that have material non-controlling interests is set out below. The summarised financial information below represents amounts before intragroup eliminations. The accounts of the subsidiaries have been translated from their presentational currency of South African Rand (R) using the R: GBP exchange rate prevailing at 30 June 2023 of 24.023 (2022 - 19.896).
HW Iron (Proprietary) Limited
2023 2022
£000 £000
Non-current assets 6,011 6,913
Current assets 5 -
Current liabilities (5) -
Non-current liabilities (3,212) (3,579)
2,799 3,334
Equity attributable to owners of the Company 1,903 2,267
Non-controlling interest 896 1,067
Revenue - -
Expenses (1) (1)
Tax 43 -
Profit/(loss) for the year 42 (1)
Attributable to the owners of the Company 28 (1)
Attributable to the non-controlling interests 14 -
Net cash (outflow)/inflow from operating activities (1) 2
Net cash outflow from investing activities (317) (99)
Net cash inflow from financing activities 318 97
Net cash inflow - -
Net cash flow - Attributable to the non-controlling interests - -
29. Non-controlling interest (continued)
Lapon Mining (Proprietary) Limited
2023 2022
£000 £000
Non-current assets 12,248 14,158
Current assets 10 -
Current liabilities (172) -
Non-current liabilities (4,768) (5,347)
7,318 8,811
Equity attributable to owners of the Company 5,415 6,520
Non-controlling interest 1,903 2,291
Revenue 18 -
Expenses (108) (1)
Tax 114 -
Profit/(loss) for the year 24 (1)
Attributable to the owners of the Company 18 (1)
Attributable to the non-controlling interests 6 -
Net cash inflow from operating activities 91 3
Net cash outflow from investing activities (446) (85)
Net cash inflow from financing activities 355 82
Net cash flow - -
Net cash flow - Attributable to the non-controlling interests - -
30. Events arising after the reporting period
On 18 September 2023 the Company first announced that it was in direct funding discussions with an institution. As at the date of these financial statements this transaction is well advanced and the Board has reasonable expectations that a satisfactory transaction will be concluded early in 2024. On the same date the Company announced that certain Directors had agreed to put in place a working capital facility of up to £500,000.
On 26 October 2023, the Company announced an equity fund raising of £1.0m representing a placing of 360,000,000 ordinary shares at a price of 0.278 pence. The Company issued Warrants alongside the new ordinary shares to subscribe for 360,000,000 ordinary shares at 0.29 pence for a period of 36 months from Admission. The share proceeds were raised to fund ongoing working capital requirements of the operations. Following the Placing Dr John Wardle was appointed as Executive Chairman of the Company.
31. Control
The Directors consider that there is no overall controlling party.
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