TIDMPREM
RNS Number : 2567C
Premier African Minerals Limited
28 September 2018
Premier African Minerals Limited / Ticker: PREM / Index: AIM /
Sector: Mining
For immediate release
28 September 2018
Premier African Minerals Limited
('Premier' or 'the Company')
Unaudited Interim Results for the six months ended 30 June
2018
Premier African Minerals Limited, the AIM quoted multi-commodity
mining and resource development Company focused on Southern Africa
announces its unaudited interim results for the six months ended 30
June 2018.
CEO'S STATEMENT
The first six months of 2018 (the "Period") was extensively
reported as post financial year end events in our annual financial
statements and various announcements released via the Regulatory
News Service (as summarised further in Note 11 below) and this
statement is complementary. We are encouraged with recent events in
Zimbabwe and assurances that resolution to the equity issue at RHA
Tungsten Mine ("RHA") should be expected. The initial potential
investment agreement to continue developments at Zulu Lithium and
Tantalum Project ("Zulu Lithium Project") was encouraging but, in
the failure to progress to a final agreement, disappointing. But we
remain confident on the prospects at Zulu Lithium Project and
expect to conclude an alternative strategy for its development.
Drilling at the open pit and the underground at RHA has commenced
and there is more commentary on this below.
The financial drain on the Company over the past 6 months has
been substantial and the costs associated with holding RHA on care
and maintenance as well as the uncertainties associated with timing
of the Zimbabwean Government's decision has made it very difficult
to both hold the Company ready for a quick restart at RHA and cut
costs as the situation may indicate. Suffice it to say that the
status at RHA must now come to a head. Premier continues to reduce
overheads and is pleased to report that executive management have
agreed in principle to accept not less than 50% of their already
reduced remuneration in the form of equity in Premier and a further
announcement will be made in respect of these proposed
arrangements. The Board continues to review third party financing
for our projects.
Zulu Lithium Project
As reported on 17 September 2018 following the Period end, the
Company was unable to reach final terms with Cadence Minerals plc
to fully fund the Definitive Feasibility Study for Zulu Lithium
Project. Other interested parties have engaged with Premier and
indications are that the prospects of concluding a new joint
venture agreement to progress Zulu Lithium Project and RHA Tungsten
Mine in one agreement are good. It is a time of intense negotiation
and further updates will be provided.
RHA Tungsten Mine
In the leadup to resolution of the equity status, Premier has
recently commenced further drilling with the dual purpose of
establishing conclusively whether or not the open pit should be
reopened and to guide the decision in regard to the underground
mining future development. The decision the Company needs to take
in regard to underground mining is whether to deepen the main shaft
or to establish a new decline shaft system. Deepening the vertical
shaft is the cheaper option but will limit the mining rate and
would likely not see RHA at a mining rate any greater than 10,000
tons per month even after upgrade of the hoist system. The
alternative decline, whilst longer term to construct, will allow a
much higher mining rate and overall better prospects for higher
profit over life of mine. Early indications from deep drilling of
mineralisation approximately 70 meters below existing underground
workings have returned encouraging intersections of the ore body
lode system with massive visible mineralisation. Assay results are
expected and will be announced as they become available.
At the same time, careful assessment for a profitable start-up
have been undertaken and indications are that historic tailings
should be processed simultaneously with ore from underground to
restrict peak funding and speed up this process will be covered in
a subsequent RNS.
Other Zimbabwe Projects
Premier maintains claims to a number of other prospective
projects in Zimbabwe. These include Tinde Fluorspar, Globe
multi-element and graphite and Rare Earth Elements at Katete.
Whilst RHA and Zulu Lithium Project are taking centre stage in this
period under review, these other projects remain potentially
attractive.
Board and Management Changes
With effect from 20 July 2018, the Company announced that Mr.
Michael Foster had been appointed as Interim Non-Executive Chairman
of the Company. Mr. George Roach has remained as CEO of
Premier.
Prior to the AGM and with effect from 9 August 2018, Mr. Russel
Swarts did not offer himself for re-appointment as a director of
the Company.
Funding
During the six months ended 30 June 2018 the Company raised some
$0.563 million through equity subscriptions, at an issue price of
0.16 pence per new ordinary share, the net proceeds were used to
cancel all the existing warrants held by Darwin Capital Limited
("Darwin") and for general working capital purposes.
As announced on 4 June 2018, the Company entered into a loan
with a company owned by a Trust of which Mr. George Roach is a
beneficiary, for a gross value of $0.300 million. The Loan is
non-interest bearing and has a maturity date of 30 November 2018,
and will provide additional general working capital while the
Company looks to bring finality to the negotiations currently
underway in respect of both Zulu Lithium Private Limited and RHA
Tungsten Private Limited. Further details of the loan agreement and
terms thereof are contained in the RNS of same date.
Outlook
Prospects for RHA have improved considerably with the recent
improvement in Tungsten pricing and provided there is resolution to
the equity ownership of RHA and the limited additional capital to
deal with final underground development and plant modifications is
available, operations can re-commence.
We expect developments from Circum Minerals Limited and remain
confident that this investment will be profitable for
shareholders.
The Zulu Lithium Project has potential to develop into a company
making asset and we look forward to exploration results as they
become available in the near future.
I would like to take this opportunity to thank our shareholders,
directors, advisors and consultants for their continued support,
commitment and confidence in Premier.
Mr. George Roach
CEO
27 September 2018
Forward Looking Statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identified by their use of terms and phrases such as "believe",
"could", "should", "envisage", "estimate", "intend", "may", "plan",
"will" or the negative of those, variations or comparable
expressions, including references to assumptions. These forward
looking statements are not based on historical facts but rather on
the Directors' current expectations and assumptions regarding the
Company's future growth, results of operations, performance, future
capital and other expenditures (including the amount, nature and
sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements
reflect the Directors' current beliefs and assumptions and are
based on information currently available to the Directors. A number
of factors could cause actual results to differ materially from the
results discussed in the forward looking statements including risks
associated with vulnerability to general economic and business
conditions, competition, environmental and other regulatory
changes, actions by governmental authorities, the availability of
capital markets, reliance on key personnel, uninsured and
underinsured losses and other factors, many of which are beyond the
control of the Company. Although any forward looking statements
contained in this announcement are based upon what the Directors
believe to be reasonable assumptions, the Company cannot assure
investors that actual results will be consistent with such forward
looking statements.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation No. 596/2014 on market abuse. Upon
the publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the
public domain. The person who arranged the release of this
announcement on behalf of the Company was George Roach.
For further information please visit
www.premierafricanminerals.com or contact the following:
Fuad Sillem Premier African Minerals Tel: +44 (0)7734
Limited 922074
Michael Cornish / Roland Beaumont Cornish Limited Tel: +44 (0)20
Cornish (Nominated Advisor) 7628 3396
=========================== =================
Jerry Keen / Edward Mansfield Shore Capital Stockbrokers Tel: +44 (0)20
Limited 7408 4090
=========================== =================
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL
POSITION
EXPRESSED IN US DOLLARS
Six months Six months Year to
to 30 June to 30 31 December
2018 June 2017 2017
$ 000 $ 000 $ 000
(Audited
Notes (Unaudited) (Unaudited) Restated)
ASSETS
Non-current assets
Intangible assets 4 4 426 6 570 4 291
Goodwill - 1 034 -
Investments 5 6 603 3 300 6 459
Property, plant and equipment 6 - 10 454 -
Trade and other receivables - - -
11 029 21 358 10 750
------------ ------------ -------------
Current assets
Inventories - 512 -
Trade and other receivables 208 609 239
Cash and cash equivalents 91 190 316
299 1 311 555
------------ ------------ -------------
TOTAL ASSETS 11 328 22 669 11 305
------------ ------------ -------------
LIABILITIES
Non-current liabilities
Other financial liabilities (70) (939) (97)
Deferred tax 0 (983) -
Provisions - rehabilitation (994) (849) (917)
(1 064) (2 771) (1 014)
------------ ------------ -------------
Current liabilities
Bank overdraft (302) (51) (182)
Trade and other payables (2 480) (3 071) (1 942)
Other financial liabilities (56) (1 370) (58)
Borrowings 7 (534) (312) (216)
(3 372) (4 804) (2 398)
------------ ------------ -------------
TOTAL LIABILITIES (4 436) (7 574) (3 412)
------------ ------------ -------------
NET ASSETS 6 892 15 095 7 893
------------ ------------ -------------
EQUITY
Share capital 8 44 665 33 130 44 158
Share based payment and warrant
reserve 2 223 2 212 2 393
Revaluation reserve 854 (176) 711
Retained earnings (28 689) (16 014) (27 614)
------------ ------------ -------------
Total equity attributed to
the owners of the parent company 19 053 19 152 19 648
Non-controlling interest (12 161) (4 057) (11 755)
------------ ------------ -------------
TOTAL EQUITY 6 892 15 095 7 893
------------ ------------ -------------
CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE
INCOME
EXPRESSED IN US DOLLARS
Six months Six months Year to
to 30 to 30 June 31 December
June 2018 2017 2017
Continuing operations Notes (Unaudited) (Unaudited) (Audited
Restated)
$ 000 $ 000 $ 000
Revenue 166 293 368
Cost of sales excluding depreciation
and amortisation expense (262) (1 155) (3 500)
Depreciation and amortisation 6 - (912) (1 471)
------------ ------------ -------------
Gross loss (96) (1 774) (4 603)
Administrative expenses (1 299) (1 515) (3 602)
------------ ------------ -------------
Operating loss (1 394) (3 289) (8 205)
Fair value movement on available-for-sale
investment - (1 000) (104)
Impairment of RHA - - (9 809)
Finance costs (87) (206) (1 507)
------------ ------------ -------------
(87) (1 206) (11 420)
------------ ------------ -------------
Loss before income tax (1 481) (4 495) (19 625)
Income tax expense 9 - - -
------------ ------------ -------------
Loss from continuing operations (1 481) (4 495) (19 625)
Discontinued operation
Loss from discontinued operation
net of tax - - (136)
------------ ------------ -------------
Loss for the year (1 481) (4 495) (19 761)
------------ ------------ -------------
Other comprehensive income:
Items that are or may be reclassified
subsequently to profit or loss:
Foreign exchange translation - 18 -
Fair value movement on available-for-sale
investment 143 - (1 889)
------------ ------------ -------------
143 18 (1 889)
------------ ------------ -------------
Total comprehensive income for
the period (1 338) (4 478) (21 650)
------------ ------------ -------------
Loss attributable to:
Owners of the Company (1 075) (3 154) (12 657)
Non-controlling interests (406) (1 341) (7 104)
------------ ------------ -------------
(1 481) (4 495) (19 761)
------------ ------------ -------------
Total comprehensive income attributable
to:
Owners of the Company (932) (3 137) (14 546)
Non-controlling interests (406) (1 341) (7 104)
------------ ------------ -------------
Total comprehensive income for
the period (1 338) (4 478) (21 650)
------------ ------------ -------------
Loss per share attributable to owners of the
parent (expressed in US cents)
Basic loss per share 5 0 (0.1) (0.3)
Diluted loss per share 5 0 (0.1) (0.3)
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN
EQUITY
EXPRESSED IN US DOLLARS
Share Foreign Share Revaluation Retained Total Non-controlling Total
capital currency option reserve earnings attributable interest("NCI") equity
translation and to owners
reserve warrant of parent
reserve
---------------- ---------
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000
-------- ------------ -------- ------------ --------- ------------- ---------------- ---------
At 1 January
2017 restated 27 633 - 1 846 2 600 (14 957) 17 122 (3 716) 13 406
Loss for the
period - - - - (2 177) (2 177) (1 117) (3 294)
Foreign
exchange
translation - 50 - - - 50 - 50
-------- ------------ -------- ------------ --------- ------------- ---------------- ---------
Total
comprehensive
income
for the
period - 50 - - (2 177) (2 127) (1 117) (3 244)
Transactions
with Owners
Issue of
equity shares 5 104 - - - - 5 104 - 5 104
Share issue
costs (242) - - - - (242) - (242)
Share based
payments - - 46 - - 46 - 46
-------- ------------ -------- ------------ --------- ------------- ---------------- ---------
At 30 June
2017 restated 32 495 50 1 892 2 600 (17 134) 19 903 (4 833) 15 070
Loss for the
period - - - - (10 480) (10 480) (5 987) (16 467)
Foreign
exchange
translation - (50) - - - (50) - (50)
Other
comprehensive
income
for the
period - - - (1 889) - (1 889) - (1 889)
-------- ------------ -------- ------------ --------- ------------- ---------------- ---------
Total
comprehensive
income
for the
period - - - (1 889) (10 480) (12 419) (5 987) (18 406)
Transactions
with Owners
Disposal of
TCT IF - - - - - - (935) (935)
Issue of
equity shares 12 399 - - - - 12 399 - 12 399
Share issue
costs (736) - - - - (736) - (736)
Share based
payments - - 358 - - 358 - 358
Loan note
warrants - - 143 - - 143 - 143
-------- ------------ -------- ------------ --------- ------------- ---------------- ---------
At 31 December
2017 44 158 - 2 393 711 (27 614) 19 648 (11 755) 7 893
Loss for the
period - - - - (1 075) (1 075) (406) (1 481)
Other
comprehensive
income
for the
period - - - 143 - 143 - 143
-------- ------------ -------- ------------ --------- ------------- ---------------- ---------
Total
comprehensive
income
for the
period - - - 143 (1 075) (932) (406) (1 338)
Transactions
with Owners
Issue of
equity shares 564 - - - - 564 - 564
Share issue
costs (56) - - - - (56) - (56)
Share based
payments - - (170) - - (170) - (170)
-------- ------------ -------- ------------ --------- ------------- ---------------- ---------
At 30 June
2018 44 666 - 2 223 854 (28 689) 19 054 (12 161) 6 893
-------- ------------ -------- ------------ --------- ------------- ---------------- ---------
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
EXPRESSED IN US DOLLARS
Six months Six months Year to
to 30 June to 30 June 31 December
2018 2017 2017
$ 000 $ 000 $ 000
Notes (Unaudited) (Unaudited) (Audited)
Net cash outflow from operating
activities (775) (2 243) (6 215)
------------ ------------ -------------
Investing activities
Property plant and equipment expenditure - (1 704) (1 592)
Acquisition of intangible assets (135) (180) (704)
Disposal of discontinued operation,
net of cash disposed of - - (84)
Acquisition of investment - (50) (2 986)
------------ ------------ -------------
Net cash (used)/from in investing
activities (135) (1 934) (5 366)
------------ ------------ -------------
Financing activities
Net proceeds from issue of loan
notes - 523 523
Net proceeds from issue of share
capital 507 4 011 11 101
Share issue costs - (340) -
Warrants redeemed (204) - -
Finance charges (1) (30) (18)
Repayment of Finance lease (36) (37) (71)
Borrowings repaid 300 (58) (65)
------------ ------------ -------------
Net cash from financing activities 566 4 069 11 470
------------ ------------ -------------
Net (decrease)/increase in cash
and cash equivalents (344) (108) (111)
Cash and cash equivalents at beginning
of year 134 244 244
Effect of foreign exchange rate
variation - 3 1
------------ ------------ -------------
Net cash and cash equivalents
at end of year (210) 139 134
------------ ------------ -------------
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
1. GENERAL INFORMATION
Premier African Minerals Limited ('Premier' or 'the Company'),
together with its subsidiaries (the 'Group'), was incorporated and
domiciled in the Territory of the British Virgin Islands under the
BVI Business Companies Act, 2004. The address of the registered
office is Craigmuir Chambers, PO Box 71, Road Town, Tortola,
British Virgin Islands. Premier's shares were admitted to trading
on the London Stock Exchange's AIM market on 10 December 2012.
The Group's operations and principal activities are the mining,
development and exploration of mineral reserves, primarily on the
African continent. The presentational currency of the condensed
consolidated interim financial statements is US Dollars.
2. BASIS OF PREPARATION
These unaudited condensed consolidated interim financial
statements for the six months ended 30 June 2018 were approved by
the Board and authorised for issue on 27 September 2018.
These interim financial statements have been prepared in
accordance with the recognition and measurement principles of the
International Financial Reporting Standards ("IFRS") as endorsed by
the EU.
The accounting policies applied in the preparation of these
consolidated interim financial statements are consistent with the
accounting policies applied in the preparation of the consolidated
financial statements for the year ended 31 December 2017.
The figures for the six months ended 30 June 2018 and 30 June
2017 are unaudited and do not constitute full accounts. The
comparative figures for the year ended 31 December 2017 are
extracts from the 2017 audited accounts. The independent auditor's
report on the 2017 accounts was qualified relating to Provision -
rehabilitation and included an emphasis of matter - relating to a
material uncertainty related to going concern.
Going Concern
The Directors have prepared cash flow forecasts for the next 12
months, taking into account forecast operating cash flow and
capital expenditure requirements for its RHA Tungsten mine,
exploration activities at Zulu, available working capital and
forecast expenditure for the rest of the Group including overheads
and other development costs. The forecasts include additional
funding requirements which the directors believe will be met.
3. SEGMENTAL REPORTING
Segmental information is presented in respect of the information
reported to the Directors.
The RHA Tungsten Mine segment derives income primarily from the
production and sale of wolframite concentrate. All other segments
are primarily focused on exploration and on administrative and
financing segments.
For the purposes of the current period, segmental information
has been changed to separately report the revenue generating
segments of RHA that operates the RHA Tungsten Mine and TCT IF.
Segmental results, assets and liabilities include items directly
attributable to a segment as well as those that can be allocated on
a reasonable basis.
Six months Six months Year to
to 30 June to 30 June 31 December
2018 2017 2017
(Audited
(Unaudited) (Unaudited) Restated)
$ 000 $ 000 $ 000
Revenue
RHA Zimbabwe * (166) (173) (368)
TCT Mozambique ** - (120) (246)
(166) (293) (614)
------------------------ ------------ -------------
Operating loss
RHA Zimbabwe * 464 1 935 5 729
Zimbabwe - - -
TCT Mozambique ** - 30 114
Corporate 893 1 324 2 419
1 357 3 289 8 262
------------------------ ------------ -------------
Loss before taxation
RHA Zimbabwe * 532 2 447 15 684
Zimbabwe - - -
TCT Mozambique ** - 63 136
Corporate 912 1 986 3 891
1 444 4 496 19 711
------------------------ ------------ -------------
Assets
Non-current assets
RHA Zimbabwe * - 8 055 -
Zimbabwe 4 426 3 521 4 291
TCT Mozambique ** - 4 053 -
Corporate 6 603 5 729 6 459
11 029 21 358 10 750
------------------------ ------------ -------------
Current assets
RHA Zimbabwe * 204 931 223
Zimbabwe 3 5 8
TCT Mozambique ** - 173 -
Corporate 92 202 324
299 1 311 555
------------------------ ------------ -------------
Liabilities
Non-current liabilities
RHA Zimbabwe * 1 064 853 1 014
Zimbabwe - - -
TCT Mozambique ** - 3 111 -
Corporate - (1 194) -
1 064 2 771 1 014
------------------------ ------------ -------------
Current liabilities
RHA Zimbabwe * 1 723 3 598 1 428
Zimbabwe 1 6 1
TCT Mozambique ** - 259 -
Corporate 1 648 941 969
3 372 4 804 2 398
------------------------ ------------ -------------
* Represents 100% of the results and financial position of RHA
Tungsten (Private) Limited ("RHA") whereas the Group owns 49%.
** Represents 100% of the results and financial position of TCT
Industrias Florestais Limitada ("TCT IF") whereas the Group
controls 52%.
4. INTANGIBLE EXPLORATION AND EVALUATION ASSETS
Exploration Other intangible Restated
& Evaluation assets total
assets
$ 000 $ 000 $ 000
Opening carrying value January
2017 3 468 1 968 5 436
Expenditure on Exploration and
evaluation 180 - 180
-------------- ----------------- ---------
Closing carrying value 30 June
2017 3 648 1 968 5 616
Expenditure on Exploration and
evaluation 643 (1 968) (1 325)
Opening carrying value January
2018 4 291 - 4 291
Expenditure on Exploration and
evaluation 135 - 135
Closing carrying value 30 June
2018 4 426 - 4 426
-------------- ----------------- ---------
Exploration and evaluation assets at 30 June 2018 relate to the
Zulu Lithium and Tantalite Project located in Zimbabwe (30 June
2017: Zulu Lithium and Tantalite Project and TCT IF Limestone, 31
December 2017: Zulu Lithium and Tantalite Project only).
During the period to 30 June 2018 $0.135 million was capitalised
to the Zulu Lithium and Tantalite Project (six months to 30 June
2017: $0.180 million, year to 31 December 2017: $0.276 million.
Exploration work conducted on Zulu during the period indicated
that both lithium and tantalum recovery may be a viable option. The
Group views this project as strategic and exploration work will be
continued in the future, cash flow permitting.
5. INVESTMENTS
Circum Arc Minerals
Available-for-sale: Minerals Mining Total
--------- ------------- --------
Opening carrying value 2016(1) 4 000 - 4 000
Acquisition at fair value - 250 250
--------- ------------- --------
Opening carrying value 2017 4 000 250 4 250
Shares acquired (5)(6) 4 152 50 4 202
Fair value adjustment (7)(8) (1 889) (104) (1 993)
Closing carrying value 2017 6 263 196 6 459
--------- ------------- --------
Reconciliation of movements in
investments
Investment in Circum Minerals
Limited - 15 May 2014 1 400 - 1 400
Fair value adjustment - February
2015(2) 1 100 - 1 100
Fair value adjustment - June 2015(3) 1 500 - 1 500
Investment in Casa Mining Limited(4) - 250 250
--------- ------------- --------
Opening carrying value 2017 4 000 250 4 250
Acquisition at fair value (5) - 50 50
Acquisition at fair value 2017(6) 2 936 - 2 936
Issue of Premier shares (6) 1 216 - 1 216
Fair value adjustment - 31 December
2017(7)(8) (1 889) (104) (1 993)
--------- ------------- --------
Opening carrying value 2017 6 263 196 6 459
Fair value adjustment - 30 June
2018(8) - 144 144
--------- ------------- --------
6 263 340 6 603
--------- ------------- --------
Premier's investment in Circum Minerals Limited ('Circum') is
classified as an available-for-sale investment and as such is
required to be measured at fair value at each reporting date. As
Circum is unlisted there are no quoted market prices.
On 6 November 2017, Arc Minerals (formerly known as Ortac
Resources Limited) announced that it would make an offer to acquire
all of the outstanding shares in Casa ("Sale Shares") for a
consideration of 14.85 shares in Arc Minerals for each Sale Share
(the "Casa Offer"). he Casa offer closed on 10 May 2018 and Premier
converted 412,500 Casa shares into 6,128,822 new Arc Minerals
shares. As at 30 June 2018, the fair value of the investment in Arc
Minerals increased by $0.144 million.
6. PROPERTY, PLANT AND EQUIPMENT
Mine Plant & Land & Total
Equipment Buildings
$ 000 $ 000 $ 000 $ 000
Cost
At 1 January 2017 7 682 3 515 813 12 010
Additions 493 1 182 29 1 704
At 30 June 2017 8 175 4 697 842 13 714
------ ----------- ----------- -------
Additions 352 (478) 14 (112)
Transfer to E&E (119) 0 0 (119)
Disposal of TCT - (104) (4) (108)
------ ----------- ----------- -------
At 31 December 2017 8 408 4 115 852 13 375
Additions - - - -
------ ----------- ----------- -------
At 30 June 2018 8 408 4 115 852 13 375
------ ----------- ----------- -------
Depreciation
At 1 January 2017 1 402 704 129 2 235
Charge for the period 252 536 55 843
------ ----------- ----------- -------
At 30 June 2017 1 654 1 240 184 3 078
Charge for the period 387 74 74 535
Disposal of TCT - (39) (8) (47)
Impairment of RHA 6 367 2 840 602 9 809
------ ----------- ----------- -------
At 31 December 2017 8 408 4 115 852 13 375
Charge for the period - - - -
------ ----------- ----------- -------
At 30 June 2018 8 408 4 115 852 13 375
------ ----------- ----------- -------
Net Book Value
At 30 June 2017 (unaudited) 6 521 3 457 658 10 636
At 31 December 2017 (audited) - - - -
At 30 June 2018 (unaudited) - - - -
7. BORROWINGS
30 June 30 June 31 December
2018 2017 2017
(Unaudited) (Unaudited) (Audited)
$ 000 $ 000 $ 000
Loan G Roach - see related party
transactions 534 312 216
534 312 216
------------ ------------ ------------
Reconciliation of movement in
borrowings
As at 1 January 216 568 566
Loans received 300 - -
Loans repaid through conversion
to equity (1) - - (100)
Offset of loan against receivable
(2) - - (196)
Repayment - (66) (65)
Debt settlement - (196) 0
Accrued interest 18 6 11
As at 31 December 534 312 216
------------ ------------ ------------
Current 534 312 216
Non-current - - -
534 312 216
------------ ------------ ------------
Borrowings comprise loans from a related party and a non-related
party.
1) On 15 September 2015, George Roach provided a $0.300 million
loan direct to Premier for the use at RHA Tungsten (Pty) Limited
("RHA"). The loan is unsecured and accrues interest at a rate of 3%
per annum. As at 28 March 2017, the loan and accrued interest
totalled $0.309 million. On 28 March 2017 the Company announced
that it had amended the terms of the existing loan agreement
("Loan") with George Roach through the grant of conversion rights.
The Board granted conversion rights in respect of the Loan, which
can now be converted into new ordinary shares at a price of 0.5p
per new ordinary share.
2) On 4 June 2018, the Company entered into a loan with a
company owned by a Trust of which George Roach is a beneficiary,
for a gross value of $0.300 million.
The Loan is non-interest bearing and has a maturity date, 30
November 2018, and will provide additional general working capital
while the Company looks to bring finality to the negotiations
currently underway in respect of both Zulu Lithium Private Limited
and RHA Tungsten Private Limited. The Company will repay the entire
Loan, including all fees within five days following the maturity of
the Loan. The Loan carries an implementation fee of $0.015 million
(5%) and a redemption fee of $0.015 million (5%), collectively the
fees ("Fees"). The terms and conditions of the Loan contain a
negative pledge provision in respect of the Company relating to
certain types of indebtedness and standard events of default. The
Loan is not convertible, nor does it include share-based repayment
or warrants.
8. SHARE CAPITAL
Authorised share capital
At the AGM held on 9 August 2018, the shareholders approved the
increase in authorised share capital to 9 billion (30 June 2017 and
31 December 2017: 7 billion) ordinary shares of no par value.
Issued share capital
Number of
Shares
'000 '000
---------- -------
As at 1 January 2017 - Audited restated 2 111 611 29 457
Shares issued under subscription agreements 1 044 384 4 039
Shares issued on conversion of loans
and loan notes 1 235 027 3 714
As at 30 June 2017 - Unaudited 4 391 022 37 210
Shares issued under subscription agreements 1 592 507 6 666
Shares issued on conversion of loans
and loan notes 74 720 493
Shares issued on warrant exercise 3 559 12
Shares issued to increase holding 513 159 2 579
---------- -------
As at 31 December 2017 - Audited 6 574 967 46 960
Shares issued on warrant exercise 250 000 563
As at 30 June 2018 - Unaudited 6 824 967 47 523
---------- -------
Reconciliation to balance as stated in the consolidated
statement of financial position
Issued Share Issue Share Capital
Share Capital Costs (Net of
Costs)
$ 000 $ 000 $ 000
As at 31 December 2016 -
Audited restated 27 886 (253) 27 633
Shares Issued 7 408 (1 911) 5 497
-------------- ------------ --------------
As at 30 June 2017 - Unaudited 35 294 (2 164) 33 130
Shares Issued 11 666 (638) 11 028
-------------- ------------ --------------
As at 31 December 2017 -
Unaudited 46 960 (2 802) 44 158
Shares Issued 563 (56) 507
As at 30 June 2018 - Unaudited 47 523 (2 858) 44 665
-------------- ------------ --------------
9. TAXATION
There is no taxation charge for the period ended 30 June 2018
(30 June 2017 and 31 December 2017: Nil) because the Group is
registered in the British Virgin Islands where no corporate taxes
or capital gains tax are charged. However, the Group may be liable
for taxes in the jurisdictions of the underlying operations.
The Group has incurred tax losses in West Africa and Zimbabwe;
however a deferred tax asset has not been recognised in the
accounts due to the unpredictability of future profit streams.
Contingent liability
The Group operates across different geographical regions and is
required to comply with tax legislation in various jurisdictions.
The determination of the Group's tax is based on interpretations
applied in terms of the respective tax legislations and may be
subject to periodic challenges by tax authorities which may give
rise to tax exposures.
10. LOSS PER SHARE
The calculation of loss per share is based on the loss after
taxation attributable to the owners of the parent divided by the
weighted average number of shares in issue during each period.
Six months Six months Year to 31
to 30 June to 30 June December 2017
2018 2017
(Unaudited) (Unaudited) (Audited Restated)
$ 000 $ 000 $ 000
Net loss attributable to owners
of the company ($ 000) (1 075) (3 154) (12 657)
Weighted average number of Ordinary
Shares in calculating basic earnings
per share ('000) 8 392 279 3 041 598 4 809 908
Basic loss per share (US cents) (0.000) (0.001) (0.003)
As the Group incurred a loss for the year, there is no dilutive
effect from the share options and warrants in issue or the shares
issued after the reporting date.
11. EVENTS AFTER THE REPORTING DATE
11.1 On 27 June 2018 the Company announced that the repayment
date in respect of the director loan it entered into with a company
owned by a trust of which Mr. George Roach is a beneficiary has
been extended to the 30 November 2018.
11.2 On 20 July 2018 the Company announced the appointment of
Mr. Michael Foster, a Senior Non-Executive Director on the Board as
Non-Executive Chairman.
11.2 The Company further announced on the 29 July 2018 that it
had RHA's management undertake an in-depth assessment of
alternatives to reopen RHA. The first three original options are
based on a limited drilling programme ("Drill Programme") being
completed. The Drill Programme is broken down into two parts, the
first part will include fifteen 50-meter boreholes to establish at
what depth below the current pit floor, previously predicted ore
grades are likely to materialise, and whether or not the open pit
can be profitably brought back into production.
There has been a substantial and sustained increase in the Price
of Wolframite ("APT") after the reporting period. This increase,
with the fact that RHA can brought back into production at short
notice has resulted in a potential fourth option. These options are
summarised below;
Option 1 Re-commence of existing underground operations
at 6,000 tpm and maintain same mining rate
for life of mine. Four-month stope development
will access required tonnage at projected
in situ grade of 7,1 kg per tonne WO .
Option 2 Combines Option 1 plus the construction
of a new decline shaft to allow vehicle
access direct to the underground operations
and a substantial increase in ore delivery
to the plant at significantly reduced mining
cost.
------------------------------------------------
Option 3 Combines Option 1 with reopening of the
open pit and is the option most likely to
see best use of the XRT sorter, significant
increases in throughput and lowest capital
expenditure.
------------------------------------------------
Option 3 Wolframite production could commence from
as early as the second month of mining and
without any further drilling as a result
of the improved APT price.
------------------------------------------------
The Company has engaged an independent consultancy to review
Option 4 as this does not require the Drill Programme, and the
Company considers that it is in the best interests of the Company
and its shareholders if mining and processing operations are
restarted at RHA.
11.3 Prior to the AGM held on 9 August 2018, Mr. Russel Swarts
decided not to stand for reappointment as a director of the
Company.
11.4 On 13 August 2018 the Company announced that it had
received written confirmation from the Ministry of Mines and Mining
Development (the "Ministry of Mines") that under the amended
Indigenisation and Economic Empowerment Act, RHA is no longer
required to comply with indigenisation policies and that the
proposed restructuring of RHA can proceed without approval from the
Ministry of Mines. In the same announcement, the Company confirmed
that it had received a letter from the Ministry of Industry,
Commerce and Enterprise Development of Zimbabwe (the "Ministry"),
which has responsibility for indigenisation, confirming inter alia
that:
i. Premier's proposal for the restructuring of RHA had been
favourably received by the relevant Ministry and relevant
stakeholders; and
ii. Progress has been made and our continued support has been
requested by the Ministry.
In light of the reassurances received, Premier has continued to
work with the Ministry while the procedural Governmental approvals
are dealt with.
11.5 On 14 August 2018 the Company announced a placing to raise
GBP750,000 before expenses at an issue price of 0.18 pence per new
ordinary share. Following the reassurance received on by the
Ministry of Mines and Ministry, the Company commissioned a drilling
programme at RHA of up to 2,750 meters with the objective of
expanding the Resource base as well as increasing the confidence
levels of both the open pit and underground Resources with the
target of de-risking the future development of RHA.
11.6 On 17 September 2018, the Company reported that it has been
unable to reach final terms with Cadence Minerals plc to fully fund
the Definitive Feasibility Study of the Zulu Lithium and Tantalum
Project as announced on 27 June 2018.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR LDLLLVKFZBBK
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