TIDMSVML

RNS Number : 8771S

Sovereign Metals Limited

14 March 2023

SOVEREIGN METALS LIMITED

ABN 71 120 833 427

INTERIM FINANCIAL REPORT FOR THE HALF YEARED 31 DECEMBER 2022

CORPORATE DIRECTORY

 
 Directors                                Brokers 
  Mr Benjamin Stoikovich Chairman          Berenberg, Gossler & Co, KG, London 
  Dr Julian Stephens Managing Director     Branch 
  Mr Ian Middlemas Non-Executive           60 Threadneedle Street 
  Director                                 London EC2R 8HP 
  Mr Mark Pearce Non-Executive Director    United Kingdom 
  Mr Nigel Jones Non-Executive Director    T: +44 20 3753 3132 
                                           Optiva Securities Limited 
  Company Secretary                        49 Berkeley Square 
  Mr Dylan Browne                          Mayfair 
                                           London W1J 5AZ 
  London Office                            United Kingdom 
  Unit 3C, 38 Jermyn Street, London 
  SW1Y 6DN, United Kingdom                 Share Register 
  Telephone: +44 207 478 3900              Australia 
                                           Computershare Investor Services 
  Registered and Principal Office          Pty Ltd 
  Level 9, 28 The Esplanade                Level 5 
  Perth WA 6000                            191 St Georges Terrace 
  Telephone: +61 8 9322 6322               Perth WA 6000 
  Facsimile: +61 8 9322 6558 
                                           Telephone: 1300 850 505 
  Operations Office                        International: +61 8 9323 2000 
  Area 9                                   Facsimile: +61 8 9323 2033 
  Lilongwe 
  Malawi                                   United Kingdom 
                                           Computershare Investor Services 
  Stock Exchange Listings                  PLC 
  Australia                                The Pavilions, 
  Australian Securities Exchange           Bridgewater Road, 
  ASX Code: SVM - Ordinary Shares          Bristol BS99 6ZZ 
                                           Telephone: +44 370 702 0000 
 
  United Kingdom                           Solicitors 
  London Stock Exchange (AIM)              Thomson Geer 
  AIM Code: SVML - Depository Interests 
                                           Auditor 
  Nominated Advisor                        Ernst & Young 
  RFC Ambrian Limited 
  Octagon Point                            Bankers 
  5 Cheapside                              National Australia Bank 
  London EC2V 6AA                          Standard Bank - Malawi 
  United Kingdom 
 
 
 
 CONTENTS 
 
 Directors' Report 
 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive 
  Income 
 Condensed Consolidated Statement of Financial Position 
 Condensed Consolidated Statement of Changes in Equity 
 Condensed Consolidated Statement of Cash Flows 
 Notes to the Financial Statements 
 Directors' Declaration 
 Competent Person Statement 
 To view the following sections plus all figures and illustrations, 
  please refer to the full version of the Interim Financial Report 
  on our website at www.sovereignmetals.com.au 
 Auditor's Independence Declaration 
 Independent Auditor's Review Report 
 

The Directors of Sovereign Metals Limited present their report on Sovereign Metals Limited (Sovereign or the Company or Parent) and the entities it controlled at the end of, or during, the half year ended 31 December 2022 (Consolidated Entity or Group).

DIRECTORS

The names of Directors in office at any time during the financial period or since the end of the financial period are:

Current Directors

   Mr Benjamin Stoikovich       Chairman 
   Dr Julian Stephens                Managing Director 
   Mr Ian Middlemas                  Non-Executive Director 
   Mr Mark Pearce                      Non-Executive Director 
   Mr Nigel Jones                       Non-Executive Director 

All Directors were in office from 1 July 2022 until the date of this report, unless otherwise noted.

REVIEW AND RESULTS OF OPERATIONS

Highlights during and subsequent to period end

Kasiya Rutile Project PFS continues to progress on schedule

-- Sovereign is well advanced with the Pre-Feasibility Study (PFS) for the Kasiya Rutile Project (Kasiya), an industry-leading major source of critical raw materials from Malawi.

-- The PFS will build on the Expanded Scoping Study (ESS) which confirmed Kasiya as potentially one of the world's largest and potentially lowest cost producers of natural rutile and natural graphite with a carbon-footprint substantially lower than other current and planned producers.

-- The PFS is on track to be completed in H1 2023 with all major works packages well progressed.

Resource infill drilling completed

-- The Company completed a 4,660 metre, 191-hole deeper air-core (AC) and 2,206 metre, 247-hole push tube (PT) mineral resource infill drilling program to upgrade the Kasiya Mineral Resource Estimate (MRE), with the update targeted for late Q1 2023.

-- The drilling program confirmed consistency of high-grade rutile and graphite mineralisation laterally and at depth.

-- Infill core PT drilling of numerous Inferred category pits and potential pit extensions is expected to add new blocks of Indicated material.

Offtake MoU and Market Alliance with major Japanese trader

-- In July 2022, Memorandum of Understanding ( MoU ) (non-binding) was signed with Mitsui & Co Ltd (Mitsui), one of the largest global trading and investment companies in Japan.

-- The MoU establishes a marketing alliance and offtake for 30,000 tonnes of natural rutile per annum. The alliance will allow Sovereign to leverage Mitsui's extensive network and their market-leading understanding of the titanium industry and global logistics.

Offtake MoU with Chemours, one of the world's largest' s producers of high-quality titanium dioxide pigment

-- In November 2022, a MoU (non-binding) was signed for supply of 20,000 tonnes of natural rutile per annum from Kasiya to the US-based Chemours Company (Chemours), one of the world's largest producers of high-quality titanium dioxide pigments.

Sovereign to Demerge Standalone Graphite Projects

-- Sovereign to demerge its standalone Graphite Projects (being the Nanzeka, Malingunde, Duwi and Mabuwa Projects) into a 100%-owned subsidiary, NGX Limited, via an in-specie distribution.

-- The Demerger seeks to unlock the value of the Graphite Projects for Sovereign shareholders and separate Kasiya and its standalone Graphite Projects into two distinct companies.

   --           General Meeting for Demerger to take place on 17 March 2023. 

Sovereign Metals Limited (ASX: SVM & AIM: SVML) is an ASX and AIM-listed company focussed on the development of its Kasiya rutile project (Kasiya) in Malawi.

Kasiya, located in central Malawi, is the largest natural rutile deposit and one of the largest flake graphite deposits in the world. Sovereign is aiming to develop an environmentally and sustainable operation to supply highly sought-after natural rutile and graphite to global markets.

Sovereign is completing a PFS which will build on the ESS, released in June 2022, with targeted completion in H1 2023.

The ESS confirmed Kasiya as potentially one of the world's largest and lowest cost producers of natural rutile and natural graphite with a carbon-footprint substantially lower than current alternatives. The ESS showed outstanding results including:

-- a two-stage development (stage 2 self-funded) with full production at 24Mtpa throughput producing 265kt rutile and 170kt graphite per annum over a 25 year mine life

   --           exceptional economics including a post-tax NPV(8) of US$1,537m and post-tax IRR of 36% 

-- a large-scale operation with a low-cost profile resulting from the deposit's near surface nature, high-grade, conventional processing flowsheet, and excellent existing infrastructure

PRE-FEASIBILITY STUDY

The Company commenced a PFS which will build on the ESS which confirmed Kasiya as one of the world's largest and potentially lowest cost producers of natural rutile and natural graphite with a carbon-footprint substantially lower than other current and planned producers.

The PFS is advancing well under the guidance of globally recognised consultants and is on schedule to be completed by its target date of H1 2023.

KASIYA RESOURCE INFILL DRILLING

During the period, the Company completed a 4,660 metre, 191-hole AC and 2,206 metre, 247-hole PT drilling program at Kasiya. Drilling was conducted on a nominal 200m x 200m grid spacing targeting upgrading of mineralisation into the Indicated category which could convert to Probable Reserves as part of the forthcoming PFS. The AC results confirmed that rutile mineralisation is continuous in many pit areas from surface down to the top of saprock, normally between 20m and 30m from surface.

PRODUCT MARKETING & OFF-TAKE

Mitsui

In July 2022, Sovereign entered into a non-binding MoU with Mitsui, one of the largest global trading and investment companies in Japan. The MoU establishes a marketing alliance and offtake for 30,000 tonnes of natural rutile per annum from the Company's world-class Kasiya project.

This MoU creates a marketing alliance between the two parties to jointly market Sovereign's rutile across Asia and other markets. The alliance will allow Sovereign to leverage off Mitsui's extensive network and their market-leading understanding of the titanium industry and global logistics.

Mitsui has shared samples of rutile product from Kasiya with Asian end-users that have confirmed its premium chemical specifications should be suitable for use in their titanium sponge and pigment processes, as a precursor for high-grade, high-specification titanium metal and pigment production.

Chemours

In November 2022, Sovereign entered into a non-binding MOU with Chemours for the potential supply of 20,000 tonnes per annum of natural rutile from Kasiya.

The MOU covers the potential supply of 20,000 tonnes per annum of natural rutile at Stage 1 nameplate capacity and an option to take additional product (tonnage to be agreed) when Kasiya reaches Stage 2 nameplate capacity. Further, volumes may be varied up or down by mutual agreement and pricing will reference market prices of the day (both to be included in the definitive agreement).

The MOU is non-exclusive and non-binding and remains subject to negotiation and execution of the definitive agreement. The MOU will expire two years from the execution date but can be extended by agreement by both parties should a definitive agreement not have been reached by that time.

Chemours is a leading provider of performance chemicals that are key inputs in end-products and processes across a variety of industries. Chemours operates 29 manufacturing sites serving approximately 3,200 customers in approximately 120 countries.

Its Titanium Technologies segment is one of the world's largest producers of high-quality titanium dioxide (TiO(2) ) pigment and aspires to be the most sustainable TiO(2) enterprise in the world. Using its proprietary chloride technology-pioneered in 1931 and improving ever since-Chemours provides innovative TiO(2) solutions for coatings, plastics, and laminates.

It operates four TiO(2) pigment production facilities: two in the United States, one in Mexico, and one in Taiwan totalling TiO2 pigment nameplate capacity of 1.25 million tonnes per year. In the year ended 31 December 2021, Chemours' Titanium Technologies segment reported net sales of US$3.4 Billion.

The Company is continuing product marketing with further offtake MOUs expected to be executed in the near-term.

DEMERGER OF STANDALONE GRAPHITE PROJECTS

In December 2022, Sovereign announced that it intends to undertake a demerger (Demerger) whereby Sovereign's Malawian graphite projects, being the Nanzeka Project, Malingunde Project, Duwi Project and Mabuwa Project (Graphite Projects), are to be demerged through NGX Limited (NGX), a wholly owned subsidiary of the Company. This will allow Sovereign to focus on the development of the Kasiya while unlocking value in its Graphite Projects for shareholders.

The Demerger allows Sovereign and the existing management team to focus on its flagship Kasiya Rutile Project, the largest natural rutile deposit in the world, with Sovereign retaining all graphite co-product from Kasiya.

Sovereign proposes, subject to shareholder approval, to demerge the Graphite Projects via a spin-out of NGX and in-specie distribution of NGX fully paid ordinary shares (NGX Shares) to Sovereign shareholders by issuing one (1) NGX Share for every eleven (11) Sovereign shares (SVM Shares) held (Distribution), allowing Sovereign shareholders to retain exposure to the value and upside of the Graphite Projects.

Upon completion of the Demerger, NGX intends to seek admission to the official list of the ASX. NGX will undertake a capital raising to satisfy the ASX admission requirements.

Sovereign shareholders will have the opportunity to retain further exposure to the value and upside of the Graphite Projects as the NGX IPO is expected to comprise a priority offer to existing shareholders on the basis of one (1) new NGX Share for every one (1) NGX Share received pursuant to the Demerger to raise approximately $8,600,000 and a general offer of $1,000,000 to assist with satisfying ASX spread requirements. This will ensure there is no cash outflow from Sovereign to NGX as part of the Demerger, other than applicable Sovereign expenses to effect the Demerger. The terms of the NGX IPO are yet to be finalised however.

The General Meeting for the Demerger is to take place on 17 March 2023.

OPERATING RESULTS

The net operating loss after tax for the half year ended 31 December 2022 was $8,486,503 (2021: $7,716,384) which is attributable to:

(i) exploration and evaluation expenditure of $5,792,042 (2021: $ 4,188,770 ), which is attributable to the Group's accounting policy of expensing exploration and evaluation expenditure (other than expenditures incurred in the acquisition of the rights to explore) incurred by the Group in the period subsequent to the acquisition of the rights to explore up to the successful completion of definitive feasibility studies for each separate area of interest. The exploration and evaluation expenditure in the current period predominately relates to the Group's on-going PFS at its Kasiya in Malawi and associated MRE drilling;

(ii) business development expenses of $1,130,083 (2021: $ 894,214 ) which are attributable to the Group's costs in relation to its listing on the AIM Market of the London Stock Exchange and investor and shareholder relations including public relations, marketing and digital marketing, conference fees and travel costs;

   (iii)     one off upfront costs in relation to the demerger of NGX of $121,839 (2021: nil); and 

(iv) non-cash share based payments expenses of $1,061,657 (2021: $ 2,210,324 ) which is attributable to the Group's accounting policy of expensing the value of shares, incentive options and rights (estimated using an appropriate pricing model) granted to key employees, consultants and advisors. The value of incentive options and rights is measured at grant date and recognised over the period during which the option and rights holders become unconditionally entitled to the incentive securities.

SIGNIFICANT POST BALANCE DATE EVENTS

Other than the above, there are no matters or circumstances which have arisen since 31 December 2022 that have significantly affected or may significantly affect:

   --       the operations, in periods subsequent to 31 December 2022, of the Group; 

-- the results of those operations, in periods subsequent to 31 December 2022, of the Group; or

   --       the state of affairs, in periods subsequent to 31 December 2022, of the Group. 

AUDITOR'S INDEPENCE DECLARATION

Section 307C of the Corporations Act 2001 requires our auditors, Ernst & Young, to provide the directors of Sovereign Metals Limited with an Independence Declaration in relation to the review of the half year financial report. This Independence Declaration is on page 15 and forms part of this Directors' Report.

This report is made in accordance with a resolution of the directors made pursuant to section 306(3) of the Corporations Act 2001.

For and on behalf of the Directors

Julian Stephens

Managing Director

13 March 2023

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE HALF YEARED 31 DECEMBER 2022

 
                                                                                  Half Year Ended      Half Year Ended 
                                                                                 31 December 2022     31 December 2021 
                                                                        Note                    $                    $ 
--------------------------------------------------------------------  ------  -------------------  ------------------- 
 Interest income                                                                          138,366               10,187 
 Other income/(expenses)                                                                 (45,234)               30,000 
 Exploration and evaluation expenses                                                  (5,792,042)          (4,188,770) 
 Corporate and administrative expenses                                                  (474,014)            (463,263) 
 Business development expenses                                                        (1,130,083)            (894,214) 
 Share based payments expense                                          4(d)           (1,061,657)          (2,210,324) 
 Upfront demerger expenses                                                              (121,839)                    - 
--------------------------------------------------------------------  ------  -------------------  ------------------- 
 Loss before income tax                                                               (8,486,503)          (7,716,384) 
 Income tax expense                                                                             -                    - 
--------------------------------------------------------------------  ------  -------------------  ------------------- 
 Loss for the period                                                                  (8,486,503)          (7,716,384) 
--------------------------------------------------------------------  ------  -------------------  ------------------- 
 
 Other comprehensive income, net of income tax: 
 Items that may be reclassified subsequently to profit or loss 
 Exchange differences on foreign entities                                                (38,018)              (7,096) 
--------------------------------------------------------------------  ------  -------------------  ------------------- 
 Other comprehensive income for the period, net of income tax                            (38,018)              (7,096) 
--------------------------------------------------------------------  ------  -------------------  ------------------- 
 Total comprehensive loss for the period                                              (8,524,521)          (7,723,480) 
====================================================================  ======  ===================  =================== 
 
 Loss attributable to members of Sovereign Metals Limited                             (8,524,521)          (7,723,480) 
====================================================================  ======  ===================  =================== 
 
 Total comprehensive loss attributable to members of Sovereign 
  Metals Limited                                                                      (8,524,521)          (7,723,480) 
====================================================================  ======  ===================  =================== 
 Loss per share 
 Basic and Diluted loss per share (cents per share)                      5                  (1.8)                (1.8) 
====================================================================  ======  ===================  =================== 
 

The above Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2022

 
                                               31 December 2022    30 June 2022 
                                       Note                   $               $ 
-----------------------------------  ------  ------------------  -------------- 
 ASSETS 
 Current Assets 
 Cash and cash equivalents                           11,109,198      18,892,741 
 Other receivables                                      395,423         302,424 
 Other financial assets                                 150,000         200,000 
 Total Current Assets                                11,654,621      19,395,165 
-----------------------------------  ------  ------------------  -------------- 
 
 Non-current Assets 
 Property, plant and equipment                          541,457         537,238 
 Exploration and evaluation assets      3             7,170,282       7,170,282 
 Total Non-current Assets                             7,711,739       7,707,520 
-----------------------------------  ------  ------------------  -------------- 
 
 TOTAL ASSETS                                        19,366,360      27,102,685 
-----------------------------------  ------  ------------------  -------------- 
 
 LIABILITIES 
 Current Liabilities 
 Trade and other payables                             1,589,812       1,845,954 
 Provisions                                             139,704          95,593 
 Total Current Liabilities                            1,729,516       1,941,547 
-----------------------------------  ------  ------------------  -------------- 
 
 TOTAL LIABILITIES                                    1,729,516       1,941,547 
-----------------------------------  ------  ------------------  -------------- 
 NET ASSETS                                          17,636,844      25,161,138 
===================================  ======  ==================  ============== 
 
 EQUITY 
 Issued capital                       4(a)           78,810,865      78,860,187 
 Reserves                             4(b)            3,008,302       1,996,771 
 Accumulated losses                                (64,182,323)    (55,695,820) 
-----------------------------------  ------  ------------------  -------------- 
 TOTAL EQUITY                                        17,636,844      25,161,138 
===================================  ======  ==================  ============== 
 

The above Condensed Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE HALF YEARED 31 DECEMBER 2022

 
                                                Share Based       Foreign Currency 
                         Issued Capital    Payments Reserve    Translation Reserve   Accumulated Losses   Total Equity 
                                      $                   $                      $                    $              $ 
----------------------  ---------------  ------------------  ---------------------  -------------------  ------------- 
 Balance at 1 July 
  2022                       78,860,187           2,084,466               (87,695)         (55,695,820)     25,161,138 
 Net loss for the 
  period                              -                   -                      -         ( 8,486,503)   ( 8,486,503) 
 Other comprehensive 
  income                              -                   -               (38,018)                    -       (38,018) 
----------------------  ---------------  ------------------  ---------------------  -------------------  ------------- 
 Total comprehensive 
  income/(loss) for 
  the period                          -                   -               (38,018)         ( 8,486,503)   ( 8,524,521) 
----------------------  ---------------  ------------------  ---------------------  -------------------  ------------- 
 Transactions with 
 owners, recorded 
 directly in equity 
 Issue of shares upon 
  exercise of options            27,000                   -                      -                    -         27,000 
 Transfer from SBP 
  reserve upon 
  exercise of options            12,108            (12,108)                      -                    -              - 
 Share based payments 
  expense                             -           1,061,657                      -                    -      1,061,657 
 Share issue costs             (88,430)                   -                      -                    -       (88,430) 
----------------------  ---------------  ------------------  ---------------------  -------------------  ------------- 
 Total transactions 
  with owners recorded 
  directly in equity           (49,322)           1,049,549                      -                    -      1,000,227 
----------------------  ---------------  ------------------  ---------------------  -------------------  ------------- 
 Balance at 31 
  December 2022              78,810,865           3,134,015              (125,713)         (64,182,323)     17,636,844 
======================  ===============  ==================  =====================  ===================  ============= 
 
 Balance at 1 July 
  2021                       55,276,410           1,800,267               (24,333)         (41,976,089)     15,076,255 
 Net loss for the 
  period                              -                   -                      -          (7,716,384)    (7,716,384) 
 Other comprehensive 
  income                              -                   -                (7,096)                    -        (7,096) 
----------------------  ---------------  ------------------  ---------------------  -------------------  ------------- 
 Total comprehensive 
  income/(loss) for 
  the period                          -                   -                (7,096)          (7,716,384)    (7,723,480) 
----------------------  ---------------  ------------------  ---------------------  -------------------  ------------- 
 Transactions with 
 owners, recorded 
 directly in equity 
 Issue of shares upon 
  exercise of options           840,250                   -                      -                    -        840,250 
 Transfer from SBP 
  reserve upon 
  exercise of options         2,169,763         (2,169,763)                      -                    -              - 
 Share based payments 
  expense                             -           2,210,324                      -                    -      2,210,324 
---------------------- 
 Total transactions 
  with owners recorded 
  directly in equity          3,010,013              40,561                      -                    -      3,050,574 
----------------------  ---------------  ------------------  ---------------------  -------------------  ------------- 
 Balance at 31 
  December 2021              58,286,423           1,840,828               (31,429)         (49,692,473)     10,403,349 
======================  ===============  ==================  =====================  ===================  ============= 
 

The above Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE HALF YEARED 31 DECEMBER 2022

 
                                           Half Year Ended    Half Year Ended 
                                               31 December        31 December 
                                                      2022               2021 
                                                         $                  $ 
---------------------------------------  -----------------  ----------------- 
 Cash flows from operating activities 
 Payments to suppliers and employees           (7,314,907)        (4,849,726) 
 Interest received                                 150,791             10,187 
---------------------------------------  -----------------  ----------------- 
 Net cash used in operating activities         (7,164,116)        (4,839,539) 
---------------------------------------  -----------------  ----------------- 
 
 Cash flows from investing activities 
 Payments for purchase of plant 
  and equipment                                   (23,970)          (211,804) 
 Net cash used in investing activities            (23,970)          (211,804) 
---------------------------------------  -----------------  ----------------- 
 
 Cash flows from financing activities 
 Proceeds from issue of shares upon 
  exercise of options                                    -            840,250 
 Payments for share issue costs                  (600,221)                  - 
 Net cash (used in)/from financing 
  activities                                     (600,221)            840,250 
---------------------------------------  -----------------  ----------------- 
 
 Net decrease in cash and cash 
  equivalents                                  (7,788,307)        (4,211,093) 
 Net foreign exchange differences                    4,764                  - 
 Cash and cash equivalents at the 
  beginning of the period                       18,892,741          7,957,660 
---------------------------------------  -----------------  ----------------- 
 Cash and cash equivalents at the 
  end of the period                             11,109,198          3,746,567 
=======================================  =================  ================= 
 

The above Condensed Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEARED 31 DECEMBER 2022

   1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Sovereign Metals Limited (the "Company") is a for profit company limited by shares and incorporated in Australia, whose shares are publicly traded on the Australian Securities Exchange and the AIM Market of the London Stock Exchange. The consolidated interim financial statements of the Company as at and for the period from 1 July 2022 to 31 December 2022 comprise the Company and its subsidiaries (together referred to as the "Group"). The nature of the operations and principal activities of the Group are as described in the Directors' Report. The interim consolidated financial statements of the Group were authorised for issue in accordance with the resolution of the directors on 8 March 2023. This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the audited annual report of Sovereign for the year ended 30 June 2022 (where comparative amounts have been extracted from) and any public announcements made by the Group during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

   (a)    Basis of Preparation of Half Year Financial Report 

The consolidated financial statements have been prepared on the basis of historical cost, except for the revaluation of certain financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars. There have been no changes in the critical accounting judgements or key sources of estimation since 30 June 2022.

   (b)    Statement of Compliance 

The consolidated interim financial report complies with Australian Accounting Standards, including AASB 134 which ensures compliance with International Financial Reporting Standard ("IFRS") IAS 34 "Interim Financial Reporting" as issued by the International Accounting Standards Board. The accounting policies adopted in the preparation of the half-year financial report are consistent with those applied in the preparation of the Group's annual financial report for the year ended 30 June 2022, except for new standards, amendments to standards and interpretations effective 1 July 2022. In the current half year, the Group has adopted all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period.

   (d)    Issued standards and interpretations not early adopted 
 
 Standard/Interpretation                                     Application Date of Standard   Application Date for Group 
 AASB 2020-1 Amendments to Australian Accounting Standards          1 January 2024                 1 July 2024 
 - Classification of Liabilities 
 as Current or Non-Current 
                                                            -----------------------------  --------------------------- 
  AASB 2022-6 Amendments to Australian Accounting                   1 January 2024                 1 July 2024 
  Standards - Classification of Liabilities 
  as Current or Non-Current - Deferral of Effective Date 
                                                            -----------------------------  --------------------------- 
 AASB 2021-2 Amendments to Australian Accounting Standards          1 January 2024                 1 July 2024 
 - Disclosure of Accounting Policies 
 and Definition of Accounting Estimates 
                                                            -----------------------------  --------------------------- 
 

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Group for the reporting period ended 31 December 2022. Those which may be relevant to the Group are set out in the table below, but these are not expected to have any significant impact on the Group's financial statements:

   (e)    Going Concern 

The Group has no sources of operating cash inflows other than interest income and funds sourced through capital raising activities. At 31 December 2022, the Group has cash and cash equivalents totalling $11,109,198 (30 June 2022: $18,892,741) and net working capital of $9,925,105 (30 June 2022: $17,453,618). The Directors believe that the Group has sufficient cash resources to continue its activities to advance the Group's Kasiya project, allow it to meet its minimum expenditure commitments on existing tenements and operate corporately for at least the next 12 months from the date of approval of these interim consolidated financial statements. For this reason these interim consolidated financial statements have been prepared on a going concern basis.

   2.       SEGMENT INFORMATION 

AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Consolidated Entity that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. The Consolidated Entity has one operating segment, being exploration in Malawi.

   3.       EXPLORATION AND EVALUATION ASSETS 
 
                                                        31 December 2022    30 June 2022 
                                                                       $               $ 
----------------------------------------------------  ------------------  -------------- 
  (a) Movement in Exploration and Evaluation Assets 
  Malawi Project: 
          Carrying amount as at 1 July                         7,170,282       7,170,282 
          Closing balance(i)                                   7,170,282       7,170,282 
====================================================  ==================  ============== 
 

Note:

(i) The ultimate recoupment of costs carried forward for exploration and evaluation is dependent on the successful development and commercial exploitation or sale of the respective areas of interest.

   4.       EQUITY SECURITIES ISSUED 
 
                                                                               31 December 2022       30 June 2022 
                                                                                              $                  $ 
---------------------------------------------------------------------------  ------------------  ----------------- 
  (a) Issued Capital 
  470,875,023 (30 June 2022: 470,725,023 ) fully paid ordinary shares 
   (Note 4(c))                                                                       78,810,865         78,860,187 
===========================================================================  ==================  ================= 
 
  (b) Reserves 
  Share Based Payment Reserve 
          Nil (30 June 2022: 2,500,000) unlisted $0.18 options                                -             12,108 
          5,360,000 (30 June 2022: 5,120,000) tranche 2 performance rights            1,758,515          1,101,931 
          7,440,000 (30 June 2022: 7,320,000) tranche 3 performance rights            1,375,500            970,427 
  Total Share Based Payments Reserve (Note 4(d))                                      3,134,015          2,084,466 
---------------------------------------------------------------------------  ------------------  ----------------- 
 
  Foreign Currency Translation Reserve (FCTR) 
  Exchange differences                                                                (125,713)           (87,695) 
---------------------------------------------------------------------------  ------------------  ----------------- 
  Total Foreign Currency Translation Reserve (FCTR)                                   (125,713)           (87,695) 
---------------------------------------------------------------------------  ------------------  ----------------- 
  Total Reserves                                                                      3,008,302          1,996,771 
===========================================================================  ==================  ================= 
 
   (c)        Movements in Ordinary Share Capital were as follows: 
 
     Date                                 Details                            No. of Shares   Issue Price 
                                                                                                       $             $ 
    1 Jul 2022   Opening balance                                               470,725,023             -    78,860,187 
    7 Jul 2022   Issue of shares upon exercise of options                          150,000         $0.14        27,000 
    7 Jul 2022   Transfer from SBP reserve upon exercise of options                      -             -        12,108 
   31 Dec 2022   Share issue costs                                                       -             -      (88,430) 
   31 Dec 2022   Closing balance                                               470,875,023             -    78,810,865 
==============  ==========================================================  ==============  ============  ============ 
 
    1 Jul 2021   Opening Balance                                               421,196,827                  55,276,410 
  30 July 2021   Issue of shares upon exercise of options                        2,000,000          0.15       300,000 
       Various   Issue of shares upon exercise of options                        9,717,500          0.50     4,858,750 
   23 Dec 2021   Issue of shares upon conversion of performance rights           4,585,000             -             - 
   19 Jan 2022   Share placement                                                 3,571,428          0.52     1,857,142 
   13 May 2022   Share placement                                                22,210,268          0.67    14,880,880 
   23 Jun 2022   Exercise of $0.14 incentive options                               250,000          0.14        35,000 
   23 Jun 2022   Exercise of $0.14 incentive options (cashless)                  4,410,000             -             - 
   23 Jun 2022   Exercise of $0.18 incentive options (cashless)                  1,184,000             -             - 
   23 Jun 2022   Exercise of $0.18 incentive options (cashless)                  1,600,000             -             - 
                 Transfer from SBP reserve upon exercise of options and 
   30 Jun 2022    conversion of performance rights                                       -             -     2,657,786 
   30 Jun 2022   Share issue costs                                                       -             -   (1,005,781) 
--------------  ----------------------------------------------------------  --------------  ------------  ------------ 
   30 Jun 2022   Closing Balance                                               470,725,023                  78,860,187 
==============  ==========================================================  ==============  ============  ============ 
 
   (d)        Movements in Options and Performance Rights were as follows: 
 
                                                          Number of Unlisted   No. of Performance Rights 
     Date                       Details                    Incentive Options                                      $(i) 
--------------  ---------------------------------------  -------------------  --------------------------  ------------ 
    1 Jul 2022   Opening balance                                           -                  12,440,000     2,084,466 
                 Transfer from SBP reserve upon 
    7 Jul 2022    exercise of options                                      -                           -      (12,108) 
   23 Nov 2022   Issue of performance rights                               -                     360,000             - 
   31 Dec 2022   Share based payment expense                               -                           -     1,061,657 
--------------  ---------------------------------------  -------------------  --------------------------  ------------ 
   31 Dec 2022   Closing balance                                           -                  12,800,000     3,134,015 
==============  =======================================  ===================  ==========================  ============ 
 
    1 Jul 2021   Opening Balance                                  12,875,000                  14,100,000     1,800,267 
  30 July 2021   Exercise of $0.15 options                       (2,000,000)                           -      (78,764) 
       Various   Issue of performance rights                               -                   3,975,000       808,774 
   23 Dec 2021   Conversion of performance rights                          -                 (4,585,000)   (2,091,000) 
    1 Apr 2022   Lapse of performance rights                               -                 (1,050,000)             - 
   23 Jun 2022   Exercise of $0.14 incentive options             (4,350,000)                           -     (281,735) 
   23 Jun 2022   Exercise of $0.18 incentive options             (6,525,000)                           -     (206,287) 
   30 Jun 2022   Share-based payment expense                               -                           -     2,133,211 
--------------  ---------------------------------------  -------------------  --------------------------  ------------ 
   30 Jun 2022   Closing Balance                                           -                  12,440,000     2,084,466 
==============  =======================================  ===================  ==========================  ============ 
 

Notes

(i) The value of performance rights granted during the period is estimated as at the date of grant based on the underlying share price (recognised over the vesting period (if applicable) in accordance with Australian Accounting Standards.

During the period, 240,000 "Pre-Feasibility Study Milestone" and 120,000 "Definitive Feasibility Study Milestone" performance rights were issued, the terms of which are consistent with what is disclosed in the Group's Annual Report for 30 June 2022. Since 31 December 2022, a further 740,000 "Pre-Feasibility Study Milestone" and 820,000 "Definitive Feasibility Study Milestone" performance rights were issued. In accordance with AASB 2, these performance rights were deemed to be granted prior to 31 December 2022 and as such, have been partially expensed to 31 December 2022.

   5.       LOSS PER SHARE 
 
                                                   Half Year Ended     Half Year Ended 
                                                  31 December 2022    31 December 2021 
                                                   Cents per Share     Cents per Share 
----------------------------------------------  ------------------  ------------------ 
       Basic and diluted loss per share 
       From continuing operations                            (1.8)               (1.8) 
       Total basic and diluted loss per share                (1.8)               (1.8) 
==============================================  ==================  ================== 
 

The following reflects the loss and share data used in the calculations of basic and diluted loss per share:

 
                                                                                  Half Year Ended      Half Year Ended 
                                                                                 31 December 2022     31 December 2021 
                                                                                                $                    $ 
----------------------------------------------------------------------------  -------------------  ------------------- 
       Net loss used in calculating basic and diluted earnings per share              (8,486,503)          (7,716,384) 
============================================================================  ===================  =================== 
 
                                                                                  Half Year Ended      Half Year Ended 
                                                                                 31 December 2022     31 December 2021 
                                                                                    No. of Shares        No. of Shares 
       Weighted average number of ordinary shares used in calculating basic 
        earnings per share                                                            470,870,105          423,284,871 
       Adjusted weighted average number of ordinary shares and potential 
        ordinary shares used in 
        calculating basic and diluted earnings per share                              470,870,105          423,284,871 
============================================================================  ===================  =================== 
 

Non-dilutive securities

As at 31 December 2022, 11,105,125 unlisted Options and 12,800,000 unlisted Performance Rights (which represent 23,905,125 potential Ordinary Shares) were non-dilutive as they would decrease the loss per share. As at 31 December 2021, 10,875,000 unlisted Incentive Options and 12,965,000 unlisted Performance Rights (which represent 23,840,000 potential Ordinary Shares) were non-dilutive as they would decrease the loss per share.

Conversions, calls, subscriptions or issues after 31 December 2022

Since 31 December 2022, 1,560,000 Performance Rights were issued. Other than the above, there have been no conversions to, calls of, or subscriptions for ordinary shares or issues of potential ordinary shares since the reporting date and before the completion of this financial report.

   6.       COMMITMENTS AND CONTINGENCIES 
   (a)        Commitments 
 
                                                       31 December 2022    30 June 2022 
                                                                      $               $ 
---------------------------------------------------  ------------------  -------------- 
       Exploration Commitments - Malawi Project: 
       Within one year                                          153,593          92,151 
       After one year but not more than five years              402,653         135,053 
                                                                556,246         277,204 
===================================================  ==================  ============== 
 

As a condition of retaining the current rights to tenure to exploration tenements, the Group is required to pay an annual rental charge and meet minimum expenditure requirements for each tenement. These obligations are not provided for in the financial statements and are at the sole discretion of the Group. The majority of the remaining exploration commitments relate to licences with a term greater than one year. For the purposes of disclosure, the Group has apportioned the remaining commitments on an equal monthly basis over the remaining term of the exploration licences.

   (b)        Contingencies 

At the last annual reporting date, the Consolidated Entity did not have any material contingent liabilities. There has been no material change in contingent assets and liabilities of the Consolidated Entity during the half year.

   7.       DIVIDS PAID OR PROVIDED FOR 

No dividend has been paid or provided for during the half year (2021: nil).

   8.       FAIR VALUE OF FINANCIAL INSTRUMENTS 

The net fair value of financial assets and financial liabilities approximates their carrying value.

   9.       SUBSEQUENT EVENTS AFTER BALANCE DATE 

Other than the above, there are no matters or circumstances which have arisen since 31 December 2022 that have significantly affected or may significantly affect:

   --       the operations, in periods subsequent to 31 December 2022, of the Group; 

-- the results of those operations, in periods subsequent to 31 December 2022, of the Group; or

   --       the state of affairs, in periods subsequent to 31 December 2022, of the Group. 

DIRECTORS' DECLARATION

In accordance with a resolution of the Directors of Sovereign Metals Limited, I state that:

In the opinion of the Directors:

(a) the financial statements and notes thereto are in accordance with the Corporations Act 2001, including:

(i) complying with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations 2001; and

(ii) giving a true and fair view of the consolidated entity's financial position as at 31 December 2022 and of its performance for the half year ended on that date.

(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is signed in accordance with a resolution of the Board of Directors made pursuant to section 303(5) of the Corporations Act 2001.

On behalf of the Board

Julian Stephens

Managing Director

13 March 2023

COMPETENT PERSON STATEMENT

Competent Person Statement

The information in this report that relates to the Mineral Resource Estimate is extracted from the announcement dated 5 April 2022. The announcement is available to view on www.sovereignmetals.com.au . Sovereign confirms that a) it is not aware of any new information or data that materially affects the information included in the announcement; b) all material assumptions included in the announcement continue to apply and have not materially changed; and c) the form and context in which the relevant Competent Persons' findings are presented in this report have not been materially changed from the announcement.

 
 Table 1: Kasiya Mineral Resource Estimate at 0.7% Rutile Cut-off 
  Mineral Resource Category     Material Tonnes (millions)    Rutile    Rutile Tonnes (millions)    Total Contained Graphite (TGC)    TGC Tonnes (millions)    RutEq. 
                                                                                                                                                               Grade* 
                                                                (%)                                               (%)                                            (%) 
          Indicated                        662                1.05%               6.9                           1.43%                         9.5              1.76% 
============================  ============================  ========  ==========================  ================================  =======================  ======== 
          Inferred                        1,113               0.99%              11.0                           1.26%                         14.0             1.61% 
============================  ============================  ========  ==========================  ================================  =======================  ======== 
            Total                         1,775               1.01%              18.0                           1.32%                         23.4             1.67% 
============================  ============================  ========  ==========================  ================================  =======================  ======== 
 

* RutEq. Formula: Rutile Grade x Recovery (98%) x Rutile Price (US$1,308/t) + Graphite Grade x Recovery (62%) x Graphite Price (US$1,085/t) / Rutile Price (US$1,308/t). All assumptions are taken from this Study ** Any minor summation inconsistencies are due to rounding

The information in this report that relates to Production Targets, Processing, Infrastructure and Capital and Operating Costs, is extracted from the announcement dated 16 June 2022 entitled 'Kasiya Expanded Scoping Study Results'. Sovereign confirms that: a) it is not aware of any new information or data that materially affects the information included in the announcement; b) all material assumptions and technical parameters underpinning the Production Target, and related forecast financial information derived from the Production Target included in the Announcement continue to apply and have not materially changed; and c) the form and context in which the relevant Competent Persons' findings are presented in this presentation have not been materially modified from the Announcement.

The information in this report that relates to the Metallurgy is extracted from the announcement dated 7 December 2021. The announcement is available to view on www.sovereignmetals.com.au . Sovereign confirms that a) it is not aware of any new information or data that materially affects the information included in the announcement; b) all material assumptions included in the announcement continue to apply and have not materially changed; and c) the form and context in which the relevant Competent Persons' findings are presented in this report have not been materially changed from the announcement.

The information in this report that relates to the Exploration Results is extracted from the announcement dated 8 September 2022, 26 October 2022 and 30 January 2023. The announcements are available to view on www.sovereignmetals.com.au . Sovereign confirms that a) it is not aware of any new information or data that materially affects the information included in the announcements; b) all material assumptions included in the announcements continue to apply and have not materially changed; and c) the form and context in which the relevant Competent Persons' findings are presented in this report have not been materially changed from the announcements.

Forward Looking Statement

This release may include forward-looking statements, which may be identified by words such as "expects", "anticipates", "believes", "projects", "plans", and similar expressions. These forward-looking statements are based on Sovereign's expectations and beliefs concerning future events. Forward looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of Sovereign, which could cause actual results to differ materially from such statements. There can be no assurance that forward-looking statements will prove to be correct. Sovereign makes no undertaking to subsequently update or revise the forward-looking statements made in this release, to reflect the circumstances or events after the date of that release.

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