TIDMBMN
RNS Number : 5992N
Bushveld Minerals Limited
26 September 2023
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement
26 September 2023
Bushveld Minerals Limited
("Bushveld Minerals" "Bushveld" or the "Company")
Unaudited Interim results for the six-months ended 30 June
2023
Bushveld Minerals Limited (AIM:BMN), the integrated primary
vanadium producer and energy storage solutions provider, is pleased
to announce its interim results for the six months ended 30 June
2023.
H1 2023 Financial Highlights
-- Revenue of US$78.4 million (H1 2022: US$76.2 million)
-- Sales of 2,096 mtV (H1 2022: 1,644 mtV), supported by higher
production of 1,784mtV (H1 2022: 1,641 mtV)
-- Average realised price of US$37.4/kgV (H1 2022: US$46.4/kgV)
-- Cost per unit sold including sustaining capital of US$33.4/kgV (H1 2022: US$37.8/kgV)
-- Adjusted EBITDA(1) profit of US$10.3 million (H1 2022: US$15.6 million)
-- Operating profit of US$2.1 million (H1 2022: US$6.1 million)
-- Net loss of US$12.5 million (H1 2022: net loss US$0.3 million)
-- Free cash outflow(2) of US$2.7 million (H1 2022: inflow of US$7.1 million)
-- Cash and cash equivalents of US$3.7 million (2022: US$10.9 million)
-- Net debt(3) of US$90.7 million (2022: US$79.5 million)
including Production Financing Agreement of US$35.1 million
1. Adjusted EBITDA is EBITDA, excluding the Group's share of
losses from joint ventures, fair value gain on derivative liability
and other losses.
2. Free cash flow defined as operating cash flow less sustaining capital.
3. Net debt is total debt plus lease liabilities less cash and cash equivalents.
Group Priorities and FY2023 operational highlights
-- On 11 September 2023, the Company announced a Binding Term
Sheet with Southern Point Resources ("SPR") for a cumulative
proposed investment of between US$69.5-US$77.5 million.
-- Bushveld has since received the ZAR150 million (US$8.1
million) interim working capital funds as part of the transaction.
The Company continues to make progress on the overall
transaction.
-- Management is confident the restructuring of the Orion Mine
Finance ("Orion") convertible loan of US$45 million (capital plus
interest) will be completed before the end of December 2023.
-- Bushveld remains on track to meet the revised 2023 production
guidance of between 3,700 mtV and 3,900 mtV , and weighted average
production cash cost ("C1") guidance of between US$26.6/kgV and
US$26.9/kgV (ZAR481/kgV and ZAR487/kgV).
-- Vanchem produced 160mtV in July and 175mtV in August, 63%
higher than the average monthly production of 103mtV achieved in H1
2023.
-- Vametco produced 132mtV in July and 215mtV in August.
Analyst conference call and presentation
Bushveld Minerals' Chief Executive Officer, Craig Coltman, and
Finance Director, Tanya Chikanza, will host a conference call and
presentation today at 12:00 pm BST (13:00 SAST), to discuss the
2023 interim results with analysts. Participants may join the call
by dialling:
Tel: United Kingdom: +44 (0) 33 0551 0200; South Africa: +27 800
980 512; USA Local: +1 786 697 3501
Password: Quote Bushveld Minerals Interim Results when prompted by the operator
Alternatively, the presentation can be accessed as a webcast
here:
https://stream.brrmedia.co.uk/broadcast/64f5fe47c6e9d7476c27f389
Investor Meet Company
Bushveld Minerals Chief Executive Officer, Craig Coltman, will
host an investor session on 29 September 2023 at 9:00am BST
(10:00am SAST) via the Investor Meet Company platform to discuss
the operational update. The session is open to all existing and
potential shareholders. Investors can submit questions via Investor
Meet Company dashboard up until 9:00am the day before the meeting.
Investors can sign up to Investor Meet Company for free and
register for the event via:
https://www.investormeetcompany.com/bushveld-minerals-limited/register-investor
Investors who already follow Bushveld Minerals on the Investor
Meet Company platform will automatically be invited.
Craig Coltman, CEO of Bushveld Minerals commented: "In recent
weeks we have announced decisions addressing several of the
challenges that were experienced in the first six months of the
year and reflected in these financial results.
The improved production at Vanchem, thanks to measures described
in the Q2 operational update, tells us that we have a plant that is
capable of reaching its full potential. We must now consolidate the
improved efficiencies and achieve sustained target growth of 180mtV
per month for Vanchem by the end of 2023. With incremental
month-to-month improvements, we should be in a position of
attaining this by the end of 2023.
We continue to make progress in respect of the refinancing of
the Orion convertible loan note and we are confident that this will
be completed before the December 2023 due date. In addition, the
proposed SPR transaction will solve many of the balance sheet
pressures that have arisen, and on this point, we have now received
the US$8.1 million working capital funds that form part of the
overall proposed transaction."
S
Enquiries: info@bushveldminerals.com
Bushveld Minerals Limited +27 (0) 11 268 6555
Craig Coltman, Chief Executive
Officer
Chika Edeh, Head of Investor Relations
Nominated Adviser
SP Angel Corporate Finance LLP & Broker +44 (0) 20 3470 0470
Richard Morrison / Charlie Bouverat
Grant Baker / Richard Parlons
RBC Capital Markets Joint Broker +44 (0) 20 7653 4000
Jamil Miah / Sahil Suleman
Tavistock Financial PR
Gareth Tredway / Tara Vivian-Neal/
Adam Baynes +44 (0) 207 920 3150
Chief Executive Officer's Review
Dear stakeholders,
The first half of the year reflects the challenges that the
Company has been facing operationally at both Vametco and Vanchem
for some time. Despite the operational challenges, the Company was
able to increase production and sales during the period. However,
lower vanadium prices meant that the Group generated only slightly
higher revenue of US$78.4 million, a lower adjusted EBITDA profit
of US$10.3 million and a net loss after tax of US$12.5 million. As
a result of the increased sales volumes and a weaker Rand, the
Group cost per unit sold for the half year (including sustaining
capital expenditure) improved by 12% to US$33.4/kgV.
During the period the Company halved its capital expenditure to
US$4.3 million, however, this still resulted in a negative free
cash flow of US$2.7 million, and the cash and cash equivalent
balance reducing to US$3.7 million. Total debt increased during the
period to US94.4 million (including leases) mostly due to
capitalisation of interest and proceeds received from additional
funding.
To this end, I have been focusing on addressing the issues that
the Company has been facing, by motivating our own people to solve
the problems that have negatively impacted production at our
operations. We are already seeing some results stemming from the
improvements in production at Vanchem in the past couple of
months.
The improvement in performance at both Vametco and Vanchem shows
that we have plants that are capable of reaching their full
potential if we can solve factors that are within our control.
Given the ongoing operational improvements, the revised 2023 Group
production guidance of between 3,700 mtV and 3,900 mtV, and the
Group weighted average production cash cost guidance of between
US$26.6/kgV and US$26.9/kgV, has been maintained.
Post-period end, we agreed a binding term sheet with SPR
regarding a series of transactions totalling between US$69.5 and
US$77.5 million. When concluded, the proposed package of
inter-conditional transactions will provide: (i) interim working
capital (which has now been received), (ii) the opportunity to
retire (either entirely or partially) certain existing financing
instruments, (iii) an equity investment from SPR into Bushveld
Minerals, (iv) a marketing and working capital solution to replace
the Group's existing arrangements as and when they expire over the
coming 5-17 months, and (vi) the opportunity to evaluate the
business case to recommission Vanchem's Kiln-1, as part of the
Group's capital prioritisation initiative. We will update the
market as and when the various transaction milestones are
reached.
OPERATIONAL OVERVIEW
During the first half of the year, the Company produced 1,784
mtV (H1 2022: 1,641 mtV). The higher production was underpinned by
increased production volumes at Vanchem, which produced 617 mtV (H1
2022: 415 mtV). Despite the higher production volume having been
supported by the use of Kiln-3, Vanchem's production for the first
six months was materially lower than what the Company had
anticipated for the period, due to plant breakdowns and unscheduled
power disruptions owing to the lack of reliability of the
municipality's infrastructure.
Furthermore, there were delays in the use of the better quality
third party ore. For these reasons, guidance at Vanchem was revised
to between 1,400 mtV and 1,500 mtV (previously between 1,500 mtV -
1,800 mtV). In July, the Company implemented a number of
initiatives aimed at Vanchem achieving stable production levels of
approximately 180 mtV per month by the end of 2023. These
initiatives included:
-- Changing the reagent mix from 100% Sodium Sulphate to a mix
of Sodium Carbonate and Sodium Sulphate, which has reduced the
silica build up at the kiln and increased the kiln
availability.
-- Deploying a team from Vametco to Vanchem to improve knowledge
sharing.
-- 24/7 supervisory shift managers to ensure immediate
decision-making.
Since the implementation of these initiatives, Vanchem's
performance has improved, producing 160 mtV in July and 175mtV in
August 2023. The average for July and August's production
represents a 63% improvement over the monthly average for the first
six months of the year. August is also the highest production month
since Bushveld Minerals took over the asset in 2019. The Company is
pleased to report that this was done safely without any injuries.
We shut down the Kiln for 8 days during September to attend to much
needed maintenance and we anticipate production of circa 130 mtV
for the month of September.
Unfortunately, during the first half of the year, Vametco's
production was affected by unplanned stoppages, including
unexpected high rainfall levels which necessitated a plant stoppage
due to constraints at the barren dam and the Sulphate Recovery
Plant ("SRP").These events contributed to Vametco producing 1,167
mtV (H1 2022: 1,226 mtV) during the period. July production
remained low at 132 mtV, and full-year guidance was revised to
between 2,300 mtV and 2,400 mtV (previously circa 2,700 mtV). Since
then, production has been improving, and during the month of
August, Vametco produced 215 mtV. Whilst progress has been made on
the SRP performance and barren dam levels, Vametco has experienced
reliability challenges at the leach plant. Progress has been made
to resolve the issue, however, due to this event, Vametco is
expected to produce 180 mtV in September. From October, production
is expected to return to the 200 mtV monthly production run rate
.
In its efforts to reduce costs and simplify our business, the
Company has reassessed the merits of pursuing the mining right
application associated with the Brits Project and concluded that it
should be discontinued. With Vametco's life of mine conservatively
estimated to be in excess of 30 years, the Company wants to focus
its efforts on its already secured asset and not be obligated to
fulfil the costly commitments associated with a second mining right
that is not required. Moreover, a withdrawal of the application
would allow the community to apply for the mining right in their
own capacity and the Company believes that this would strengthen
community relations.
During the first half of 2023, the construction and initial
testing of the BELCO electrolyte manufacturing plant was completed.
In the same period, the hot commissioning phase commenced. This
phase has now been completed and an initial batch of electrolyte
has been sent to a few international customers in an effort to
qualify BELCO as an approved supplier of electrolyte.
The Vametco hybrid mini-grid project is progressing. The 1
MW/4MWh VRFB system supplied by CellCube was filled with
electrolyte and energised for the first time during the third
quarter of 2023 and is currently undergoing Site Acceptance Testing
under different operating profiles. The construction of the 3.5 MW
solar PV plant is nearing completion with 95% of the solar panels
already installed. The entire project is expected to become fully
operational by the end of the year. Upon completion, the plant will
generate approximately 10% of Vametco's electricity
requirements.
The Company previously announced its intention to carve out
Bushveld Energy by consolidating its assets into Mustang Energy Plc
("Mustang"). The Company announced on 9 August 2023 that Mustang
was informed by each of the convertible loan notes ("CLN") holders
that they had elected to redeem their CLNs in accordance with the
backstop arrangement previously agreed between Bushveld and
Mustang. In accordance with the backstop agreement a total of
270,393,578 new ordinary shares were issued to the CLN holders.
As a result of Mustang not being readmitted to trading by 31
July 2023, shareholder Garnet exercised its option to increase its
shareholding in CellCube to 60% and committed to invest a further
US$3.25 million to support the company in the short term. As a
result of these events, alternative options are being considered
for Bushveld Energy.
Health and Safety
There were 2 lost time injuries ("LTI") and 3 medical treatment
cases ("MTC") recorded in the first half of the year. This is an
improvement in safety performance compared to first half of 2022
which recorded 4 LTIs and 6 MTCs. Bushveld continues to implement
the action plans from the safety diagnostic audit which commenced
at the beginning of 2023. The Company's focus remains to closely
monitor the leading indicators, namely, visible felt leadership,
planned task observations, inspections and closing all gaps from
regulatory inspections. These leading indicators are monitored and
reported on a weekly basis. Although the Company has seen an
improvement in its safety records, it continues to focus on
maturing its safety environment.
2023 priorities and outlook
My focus for the rest of 2023 is to ensure that both Vametco and
Vanchem achieve the operational targets that we have set for this
year, and keep improving on their respective operational
performances. From a financing perspective, we are confident that
we will complete the Orion convertible loan note restructuring
before the 21(st) December 2023 due date. The proposed transaction
with SPR will put us in a much stronger financial position and we
will keep progressing the various work-streams in order to complete
the transaction. I am pleased to report we have received the ZAR150
million (US$8.1 million) in working capital funds which forms part
of that transaction. In order to improve the Group's profitability,
I will be focusing on various cost containment measures in parallel
to these other initiatives.
FINANCIAL OVERVIEW
Unit H1 2023 H1 2022
Revenue US$'000 78 428 76 205
--------- --------- ---------
Cost of sales excluding depreciation US$'000 (50 902) (44 696)
--------- --------- ---------
Other operating costs and income US$'000 (9 203) (7 009)
--------- --------- ---------
Administration costs excluding depreciation US$'000 (8 013) (8 903)
--------- --------- ---------
Adjusted EBITDA US$'000 10 310 15 598
--------- --------- ---------
Average foreign exchange rate US$/ZAR 18.21 15.4
--------- --------- ---------
Group production mtV 1 784 1 641
--------- --------- ---------
Group sales mtV 2 096 1 644
--------- --------- ---------
All-in sustaining costs ("AISC") US$/kgV 33.4 37.8
--------- --------- ---------
Average realised price US$/kgV 37.4 46.4
--------- --------- ---------
The financial results for the first six months reflect a
challenging start to the year for the Company. The Company recorded
an adjusted EBITDA profit of US$10.3 million and an operating
profit of US$2.1 million. Both adjusted EBITDA and operating profit
were lower than the prior year due to lower realised prices and
higher overall costs, offset to some extent by higher sales
volumes.
Income statement
The income statement summary below is adjusted from the primary
statement presentation.
H1 23 H1 22
US$'000 US$'000
--------------------------------------------- ----------------- -----------------
Revenue 78 428 76 205
Cost of sales excluding depreciation (50 902) (44 696)
Other operating costs and income (9 203) (7 009)
Administration costs excluding depreciation (8 013) (8 903)
--------------------------------------------- ----------------- -----------------
Adjusted EBITDA 10 310 15 598
Depreciation (8 251) (9 479)
--------------------------------------------- ----------------- -----------------
Operating profit 2 059 6 119
Other losses (3 375) (136)
Share of loss from joint ventures (1 504) (1 900)
Fair value gain on derivative liability - 2 934
Net financing expenses (7 081) (5 259)
--------------------------------------------- ----------------- -----------------
Loss before tax (9 901) 1 758
Income tax (2 592) (2 037)
--------------------------------------------- ----------------- -----------------
Net loss for the period (12 493) (297)
--------------------------------------------- ----------------- -----------------
Revenue
H1 2023 H1 2022
---------------------------------- -------- --------
Group sales (mtV) 2 096 1 644
Average realised price (US$/kgV) 37.4 46.4
Revenue (US$'000) 78 428 76 205
Revenue of US$78.4 million for the Group, underpinned by higher
sales volumes partly offset by a lower average realised price of
US$37.4/kgV compared to US$46.4/kgV in the prior year.
The geographic split of Group sales during the first half of
2023 was 49% to the USA (H1 2022: 45%), 29% to Europe (H1 2022:
27%), 6% to Asia (H1 2022: 9%), 6% to South Africa (H1 2022: 10%),
and 10% to the rest of the world (H1 2022: 9%).
During the period, Bushveld continued to prioritise nitro
vanadium sales into North America given the higher vanadium prices
in the region. Sales into the aerospace and specialty chemical
products sectors were also a focus given the price premiums these
sectors attract.
Cost analysis
H1 23 H1 22
US$'000 US$'000
---------------------------------------------------- --------- ---------
Cost of sales excluding depreciation (50 902) (44 696)
Other operating costs and income (9 203) (7 009)
Administration costs excluding depreciation (8 013) (8 903)
---------------------------------------------------- --------- ---------
Total income statement cost excluding depreciation (68 118) (60 607)
Total units sold (mtV) 2 096 1 644
Cost per income statement per unit sold
(excluding depreciation) (US$/KgV) 32.5 36,9
Sustaining capital (1 793) (1 567)
---------------------------------------------------- --------- ---------
Total cost including sustaining capital (69 911) (62 174)
Cost per unit sold including sustaining
capital (US$/KgV) 33.4 37.8
Cost per unit sold
The Group cost per unit sold for the half year (including
sustaining capital expenditure) was US$33.4/kgV. This represents a
12% decrease relative to the prior year primarily as a result of
higher sales volumes and a weaker ZAR:US$ exchange rate, partially
offset by the cost factors noted below.
Cost of sales
The cost of sales, excluding depreciation, for the first half of
2023 was US$50.9 million, which was US$6.2 million higher than the
prior period due to higher costs at both Vametco and Vanchem,
primarily due to increased units sold. The cost increases
included:
-- Increases in use in raw materials and prices from suppliers;
-- Higher maintenance costs, at both Vametco and Vanchem, due to
unexpected plant breakdowns during the period; and
-- Higher energy costs due to the increase in oil and diesel
prices, as well as an increase in diesel usage due to unscheduled
power disruptions at Vanchem.
Other operating costs and income
Other operating costs and income of US$9.2 million increased by
US$2.2 million due to:
-- A US$0.6 million increase in selling and distribution costs
to US$4.9 million, primarily driven by the higher commissions paid
which are a consequence of the increased revenue as well as
increased shipping and warehouse costs;
-- A US$0.6 million increase in idle plant costs to US$3.8 million, primarily due to:
-- Downtime at Vametco due to unplanned maintenance of the SRP,
unplanned maintenance of the dust collectors at the refinery and
power instabilities as a result of a transformer failure at the
local municipality at the end of June 2023.
-- A US$1.4 million increase in other mine operating costs to
US$2.7 million, primarily due to a write-down of work-in-progress
inventory at Vanchem of US$1.2 million;
-- A US$0.7 million increase in other operating income to US$2.3
million, primarily as a result of foreign exchange gains due to the
devaluation of the Rand compared to the US$.
Administration costs
Administration costs, excluding depreciation charges for the
half year, was US$8.0 million. Below is a breakdown of the key
items included in administration costs:
H1 23 H1 22
US$'000 US$'000
Staff costs 4 227 4 052
--------- ---------
Professional fees 1 968 2 807
--------- ---------
Other (incl. IT and security expenses) 1 818 2 044
--------- ---------
8 013 8 903
--------- ---------
Adjusted EBITDA
Adjusted EBITDA is a factor of volumes, prices and cost of
production. This is a measure of the underlying profitability of
the Group, which is widely used in the mining sector.
H1 23 H1 22
US$'000 US$'000
------------------------------------ --------- ---------
Revenue 78 428 76 205
Cost of sales (58 945) (54 003)
Other operating costs and income (9 203) (7 180)
Administration costs (8 221) (8 903)
Add: Depreciation and amortisation 8 251 9 479
------------------------------------ --------- ---------
Adjusted EBITDA 10 310 15 598
US$'000
--------- ---------
H1 2022 Adjusted EBITDA 15 598
--------- ---------
Revenue increase due to volumes 20 952
--------- ---------
Revenue decrease due to price (18 792)
--------- ---------
Cost of sales change (6 206)
--------- ---------
Operating costs and income change (2 194)
--------- ---------
Administration cost change 890
--------- ---------
H1 2023 Adjusted EBITDA 10 310
--------- ---------
The Group delivered an adjusted EBITDA of US$10.3 million, a
decrease of US$5.2 million compared to the previous year, primarily
driven by lower realised sales prices and the higher costs
associated with increased sales volumes.
Other losses
Other losses of US$3.4 million primarily reflects the fair value
loss recognised on the Mustang convertible loan notes and
additional funding provided to CellCube.
Net financing expenses
Net financing expenses were US$7.1 million, US$1.8 million
higher than in the prior year. The increase was mainly attributable
to interest on the Orion Production Financing Agreement ("PFA") and
Orion convertible loan note. Below is a breakdown of net financing
expenses:
H1 23 H1 22
US$'000 US$'000
Finance income (235) (136)
--------- ---------
Interest on borrowings 6 050 4 746
--------- ---------
Unwinding of discount 914 417
--------- ---------
Interest on lease liabilities 325 232
--------- ---------
Other finance costs 28 1
--------- ---------
Net finance expenses 7 081 5 259
--------- ---------
Interest on borrowings primarily reflected the interest on the
Orion convertible loan note of US$3.7 million (H1 2022: US$2.3
million), interest on the Orion production financing arrangement of
US$2.2 million (H1 2022: US$2.3 million).
Balance sheet
Assets
Property, plant and equipment decreased by US$15.5 million
compared to the previous year primarily due to depreciation of
US$8.2 million, exchange rate differences arising from a weaker
ZAR:US$ exchange rate of US$11.8 million, partially offset by
capital expenditures of US$4.6 million.
Inventories of US$47.0 million decreased by US$8.0 million
compared to the prior year, primarily due to a reduction in
finished goods and the write-down of work in progress at Vanchem of
US$1.2 million. Trade and other receivables increased by US$1.6
million due to additional sales during the period to third
parties.
The decrease in cash and cash equivalents to US$3.7 million was
primarily due to capital expenditures incurred of US$4.3 million,
the payment of finance costs on the Orion PFA of US$2.3 million and
the cash used by operations of US$0.9 million, partially offset by
proceeds received from borrowings of US$1.3 million.
Liabilities
Total borrowings (excluding lease liabilities) of US$87.9
million increased by US$4.8 million compared to the previous year,
primarily due to the capitalisation of interest of US$6.3 million,
proceeds received on additional funding from Nesa Investment
Holdings ("Nesa") and the Industrial Development Corporation
("IDC") of US$1.3 million, partially offset by the repayment of the
finance cost on the Orion PFA of US$2.2 million.
The net debt reconciliation below outlines the Group's total
debt and cash position:
H1 2023 31 Dec
US$'000 2022 Change
US$'000 US$'000
------------------------------------ --------- --------- ---------
Orion PFA (35 112) (35 146) 34
Orion Convertible Loan Note (43 460) (39 742) (3 718)
Industrial Development Corporation
Loans (6 000) (5 480) (520)
Other (3 330) (2 762) (568)
Lease liabilities (6 514) (7 282) 768
------------------------------------ --------- --------- ---------
Total debt (94 416) (90 412) (4 004)
Cash and cash equivalents 3 742 10 874 (7 132)
------------------------------------ --------- --------- ---------
Net debt (90 674) (79 538) (11 136)
------------------------------------ --------- --------- ---------
Net debt increased by US$11.1 million compared to the prior year
primarily due to capitalised interest of US$6.3 million and the
decrease in the cash and cash equivalents balance to US$3.7
million.
Cash flow statement
The table below summarises the main components of cash flow
during the year:
H1 23 H1 22
US$'000 US$'000
------------------------------------------- ----------------- -----------------
Operating profit 2 059 6 119
Depreciation and amortisation 8 251 9 479
Other non-cash items (5 439) -
Changes in working capital and provisions (3 889) (6 241)
Taxes paid (1 902) (681)
------------------------------------------- ----------------- -----------------
Cash inflow / (outflow) from operations (920) 8 676
Sustaining capital expenditures (1 793) (1 567)
------------------------------------------- ----------------- -----------------
Free cash flow (2 713) 7 109
Cash used in other investing activities (2 521) (8 230)
Cash used in financing activities (1 313) (4 791)
------------------------------------------- ----------------- -----------------
Cash outflow (6 547) (5 912)
Opening cash and cash equivalents 10 874 15 433
Foreign exchange movement (585) (2 514)
------------------------------------------- ----------------- -----------------
Closing cash and cash equivalents 3 742 7 007
------------------------------------------- ----------------- -----------------
Operating activities
Cash used in operating activities was US$0.9 million, a decrease
of US$9.6 million from the previous year, primarily driven by the
lower Operating profit and higher income taxes paid.
Investing activities
Cash used in investing activities, including sustaining capital
expenditure, of US$4.3 million was primarily driven by capital
expenditure on property, plant and equipment.
Capital Expenditure
Capital expenditure decreased by US$4.3 million compared to the
prior year as 2022 marked the end of a substantive capital
investment phase, during which the Company undertook extensive
refurbishment and optimisation of Vametco and Vanchem and
constructed the BELCO electrolyte plant.
Capital Expenditure (US$' million)
H1 23 H1 22
US$' million US$' million
----------------- -------------- --------------
Vametco
- Growth - -
- Sustaining 1.5 1.8
Vanchem
- Growth - 3.6
- Sustaining 0.3 0.02
Bushveld Energy
- Growth 2.5 3.1
- Sustaining - -
----------------- -------------- --------------
Total 4.3 8.5
----------------- -------------- --------------
Financing activities
Cash used in financing activities of US$1.3 million comprised
the repayment of finance cost on the Orion PFA of US$2.3 million
and the repayment of lease liabilities of US$0.3 million, partially
offset by the proceeds received from borrowings of US$1.3 million
from Nesa to fund CellCube and the IDC to fund the construction of
the BELCO electrolyte plant.
Going concern and outlook
The Company closely monitors and manages liquidity risk by
ensuring that the Group has sufficient funds for all ongoing
operations. As part of the annual budgeting and long-term planning
process, the Directors reviewed the approved Group budget and
cashflow forecast through to 31 December 2024. The current cashflow
forecast has been amended in line with any material changes
identified during the year. Equally, where funding requirements are
identified from the cashflow forecast, appropriate measures are
taken to ensure these requirements can be satisfied.
Bushveld entered into a non-binding term sheet with Orion on 5
May 2023 to refinance the convertible loan notes. The Orion
convertible loan notes are due to mature at the end of December
2023 and given that the current share price is lower than the
conversion price, the convertible loan notes will require repayment
or refinancing. The closing of the transaction is still subject to
certain conditions, including South Africa Reserve Bank approval,
shareholders' approval at a still to be convened general meeting,
which the Directors urge shareholders to support and the
finalisation of definitive binding documentation. The Company is
confident the transaction will be completed before the December
2023 due date, as this would be in the best interest of both
parties.
We have performed an assessment of whether the Group would be
able to continue as a going concern for at least twelve months from
the date of the interim consolidated financial statement. The
assessment took into account the financial position, expected
future performance of the operations, the debt facilities and debt
service requirements, including those of the proposed refinancing
of the Orion convertible loan notes, the working capital and
capital expenditure commitments and forecasts.
The current cashflow forecast indicates that the Group requires
additional liquidity to fund its obligations and activities during
the next twelve months. The Company has identified and is
proactively exercising levers within our control which will improve
the Group's liquidity. Importantly, Bushveld has been actively
pursuing various financing alternatives and recently announced the
transactions with SPR which will result in a significant injection
of cash into the Group.
Key terms of the proposed transactions
1) Interim working capital facility of ZAR150 million ( US$8.1
million), which has now been received.
o The interim working capital facility is scheduled to mature on
implementation of the other transactions referred to in paragraphs
2, 3 and 4 below, or the first anniversary of financial close.
o On maturity, the facility will be offset against the amounts
payable by SPR in respect of the transactions referred to in
paragraphs 2, 3 and 4 below.
2) Sale of 50% of Bushveld's stake in Vanchem and sale of
Bushveld's 64% stake in Mokopane to SPR for total of US$25 million,
payable as follows:
o US$12.5 million on closing of the 50% Vanchem sale.
o US$10 million on maturity of the ZAR150 million (US$8.1
million) interim working capital facility.
o US$2.5 million on a contingent basis if the Mokopane sale
closes within one year of the conditions precedent to completion
having been met.
o The proceeds from the sale of Vanchem and Mokopane will be
utilised to reduce existing debt and strengthen the Company's
balance sheet.
3) New equity investment by SPR in Bushveld Minerals Limited for
an amount up to US$12.5 million:
o The subscription price per share agreed with Orion in relation
to its conversion of the restructured convertible loan note (as
announced by Bushveld on 5 May 2023), or if lower, the price per
share agreed with Orion after the date of this term sheet in
relation to its future conversion of the restructured convertible
loan note.
o The number of shares to be subscribed for shall not be more
than 29.9% of Bushveld ordinary shares of 1 pence each in
issue.
o SPR will be entitled to nominate one non-executive director to
the Bushveld board.
4) Three-year Marketing and sales appointment of SPR (extendable
by a further three years at SPR's discretion) with provisional
working capital facility of US$25-30 million, to replace existing
marketing and sales arrangements as and when they expire over the
coming 5-17 months.
5) Potential future investment into Vanchem by SPR of US$7-10
million in the form of equity, debt or a quasi-debt instrument.
This offers the opportunity to evaluate the business case to
recommission Vanchem's Kiln-1 and increase output, subject to
feasibility studies.
The Group's ability to continue as a going concern is dependent
on its ability to complete the refinance of the Orion convertible
loan notes and completion of the remaining transactions with SPR.
These transactions until completed, indicate the existence of
material uncertainties that may cast significant doubt on the
Group's ability to continue as a going concern.
The interim consolidated financial statements for the six months
ended 30 June 2023 have been prepared on a going concern basis as,
in the opinion of the Directors, the Group will be in a position to
continue to meet its operating and capital costs requirements and
pay its debts as and when they fall due for at least twelve months
from the date of this report. The going concern note included in
the accounting policies provides further information.
Bushveld Minerals Limited
Interim Financial Statements for the period ended 30 June
2023
Consolidated Statement of
Profit or Loss
-------------------------------- -----------------------------------------------------------------
6 months 6 months 12 months
ended 30 June ended 30 ended 31
2023 June December
Unaudited US$ 2022 2022
'000 Restated* Audited
Unaudited US$ '000
Notes US$ '000
-------------------------------- --------- -------------------- ------------- -----------------
Revenue 78,428 76,205 148,448
Cost of sales (58,945) (54,003) (108,304)
-------------------- ------------- -----------------
Gross profit 19,483 22,202 40,144
Other operating income 2,258 1,639 2,733
Impairment losses - - (23,965)
Selling and distribution costs (4,892) (4,288) (9,270)
Other mine operating costs (2,737) (1,316) (2,723)
Idle plant costs (3,832) (3,215) (6,725)
Administrative expenses (8,221) (8,903) (20,328)
-------------------- ------------- -----------------
Operating profit / (loss) 2,059 6,119 (20,134)
Finance income 235 136 494
Finance costs* (7,316) (5,395) (14,148)
Other losses (3,375) (136) (818)
Fair value gain on derivative
liability* - 2,934 2,934
Share of loss from investments
in joint ventures (1,504) (1,900) (5,112)
-------------------- ------------- -----------------
Profit / (Loss) before taxation (9,901) 1,758 (36,784)
Taxation (2,592) (2,037) 1,345
-------------------- ------------- -----------------
Loss for the period (12,493) (279) (35,439)
-------------------- ------------- -----------------
Loss attributable to:
Owners of the parent (14,093) (3,348) (38,968)
Non-controlling interest 1,600 3,069 3,529
-------------------- ------------- -----------------
(12,493) (279) (35,439)
-------------------- ------------- -----------------
Loss per ordinary share
Basic loss per share (cents) 3 (1.09) (0.27) (3.07)
Diluted loss per share (cents) 3 (1.09) (0.27) (3.07)
-------------------- ------------- -----------------
The accompanying notes are an integral part of these unaudited
condensed consolidated interim financial statements.
*The consolidated statement of profit or loss for the six months
ended 30 June 2022 was restated to reflect the updated finance
costs and fair value gain on derivative liability in accordance
with the restatement disclosed in the annual consolidated financial
statements for the year ended 31 December 2022.
Consolidated Statement of Comprehensive
Loss
---------------------------------------- --------------------------------------------------- ----
6 months 6 months 12 months
ended 30 ended ended 31
June 30 June December
2023 2022 2022
Unaudited Restated* Audited
US$ '000 Unaudited US$ '000
Notes US$ '000
--------------------------------------------- ---------------- ------------- -------------------
Loss for the period (12,493) (279) (35,439)
Other comprehensive income / (loss):
Items that will not be reclassified
to profit or loss:
Other fair value movements - - 140
---------------- ------------- -------------------
Items that may be reclassified to profit
or loss:
Currency translation differences (15,097) (80) (15,712)
---------------- ------------- -------------------
Total comprehensive loss (27,590) (359) (51,011)
---------------- ------------- -------------------
Total comprehensive loss attributable
to:
Owners of the parent (24,716) (3,533) (53,323)
Non-controlling interest (2,874) 3,174 2,312
---------------- ------------- -------------------
(27,590) (359) (51,011)
---------------- ------------- -------------------
The accompanying notes are an integral part of these unaudited
condensed consolidated interim financial statements.
*The consolidated statement of profit or loss for the six months
ended 30 June 2022 was restated to reflect the updated finance
costs and fair value gain on derivative liability with the
restatement disclosed in the annual consolidated financial
statements for the year ended 31 December 2022.
Consolidated Statement of Financial Position 30 June 31 December
2023 2022
Unaudited Audited
Notes US$ '000 US$ '000
----------------------------------------- ----- --------- -----------
Assets
Non-Current Assets
Intangible assets 4 52,952 53,469
Property, plant and equipment 5 111,944 127,409
Investment property 2,165 2,412
Investments in joint ventures 2,077 3,151
Restricted investment 2,432 2,710
--------- -----------
Total Non-Current Assets 171,570 189,151
--------- -----------
Current Assets
Inventories 6 46,963 54,990
Trade and other receivables 7 11,069 9,498
Financial assets 1,063 3,075
Cash and cash equivalents 8 3,742 10,874
--------- -----------
Total Current Assets 62,837 78,437
--------- -----------
Total Assets 234,407 267,588
--------- -----------
Equity and Liabilities
Share capital 9 17,122 17,122
Share premium 9 127,702 127,702
Accumulated loss 9 (53,240) (39,147)
Share-based payment reserve 515 515
Foreign currency translation reserve (45,969) (35,346)
Fair value reserve (1,798) (1,798)
--------- -----------
Equity attributable to owners of the
parent 44,332 69,048
Non-controlling interest 33,709 36,583
--------- -----------
Total Equity 78,041 105,631
--------- -----------
Liabilities
Non-Current Liabilities
Post retirement medical liability 1,497 1,675
Environmental rehabilitation liabilities 15,787 16,610
Deferred consideration 1,527 1,527
Borrowings 10 37,890 35,272
Lease liabilities 6,033 6,721
Deferred tax liabilities 1,061 1,191
--------- -----------
Total Non-Current Liabilities 63,795 62,996
--------- -----------
Current Liabilities
Trade and other payables 11 36,889 45,896
Provisions 1,581 1,714
Borrowings 10 50,012 47,858
Lease liabilities 481 561
Deferred consideration 973 901
Current tax payable 2,635 2,031
--------- -----------
Total Current Liabilities 92,571 98,961
--------- -----------
Total Liabilities 156,366 161,957
--------- -----------
Total Equity & Liabilities 234,407 267,588
--------- -----------
Consolidated Statement of Changes in Equity
Share Share Foreign Share-based Fair Accumulated Total Non- Total
capital premium currency payment value loss attributable controlling equity
translation reserve reserve to equity interest
reserve holders
of the
group
----------------
US$'000 US$ '000 US$ US$ US$ US$ '000 US$ '000 US$ US$
'000 '000 '000 '000 '000
---------------- ------- -------- ----------- ----------- ------- ----------- ------------ ------------- --------
Balance at 1
January 2022 16,797 125,551 (20,851) - (1,938) (179) 119,380 32,482 151,862
------- -------- ----------- ----------- ------- ----------- ------------ ------------- --------
Loss for the
period - - - - - (38,968) (38,968) 3,529 (35,439)
Other
comprehensive
loss, net of
tax: Currency
translation
differences - - (14,495) - - - (14,495) (1,217) (15,712)
Other fair value
movements - - - - 140 - 140 - 140
------- -------- ----------- ----------- ------- ----------- ------------ ------------- --------
Total
comprehensive
loss for the
period - - (14,495) - 140 (38,968) (53,323) 2,312 (51,011)
------- -------- ----------- ----------- ------- ----------- ------------ ------------- --------
Transaction with
owners: Issue
of shares 325 2,151 - - - - 2,476 - 2,476
Share-based
payment - - - 515 - - 515 - 515
Contribution
from
non-controlling
interest - - - - - - - 1,789 1,789
------- -------- ----------- ----------- ------- ----------- ------------ ------------- --------
Audited balance
at 31 December
2022 17,122 127,702 (35,346) 515 (1,798) (39,147) 69,048 36,583 105,631
------- -------- ----------- ----------- ------- ----------- ------------ ------------- --------
Loss for the
period - - - - - (14,093) (14,093) 1,600 (12,493)
Other
comprehensive
income, net of
tax: Currency
translation
reserve - - (10,623) - - - (10,623) (4,474) (15,097)
------- -------- ----------- ----------- ------- ----------- ------------ ------------- --------
Total
comprehensive
loss for the
period - - (10,623) - - (14,093) (24,716) (2,874) (27,590)
------- -------- ----------- ----------- ------- ----------- ------------ ------------- --------
Unaudited
balance
at 30 June 2023 17,122 127,702 (45,969) 515 (1,798) (53,240) 44,332 33,709 78,041
------- -------- ----------- ----------- ------- ----------- ------------ ------------- --------
Notes 9 9
Consolidated Statement of Cash Flows
6 Months 6 Months 6 Months
ended ended 30 June ended
30 June 30 June
2023 2022 2022
Note Unaudited Restated* Audited
US$ '000 Unaudited US$ '000
US$ '000
---------------------------------------- ----------- --- ---------- ------------------- -----------
Cash flows from operating activities
Profit / (loss) before taxation (9,901) 1,758 (36,784)
Adjustments for:
Depreciation property, plant and
equipment and right-of-use assets 5 8,251 9,479 18,475
Share of loss from investments in
joint ventures 1,504 1,900 5,112
Fair value gain on derivative liability - (2,934) (2,934)
Loss on financial instruments 2,125 136 -
Finance income (235) (136) (494)
Finance costs 7,316 5,395 14,148
Impairment losses - - 23,965
Other non-cash movements 1,173 - 1,138
Foreign exchange differences (5,362) - (6,949)
Changes in working capital (3,889) (6,241) 6,154
Income taxes paid (1,902) (681) (648)
---------- ------------------- -----------
Net cash generated from / (used
in) operating activities (920) 8,676 21,183
---------- ------------------- -----------
Cash flows from investing activities
Finance income 97 136 336
Purchase of property, plant and
equipment (4,340) (8,477) (18,197)
Purchase of investments - (1,211) (1,211)
Purchase of exploration and evaluation
assets 4 (71) (245) (517)
---------- ------------------- -----------
Net cash used in investing activities (4,314) (9,797) (19,589)
---------- ------------------- -----------
Cash flows from financing activities
Proceeds from borrowings 10 1,294 - 4,222
Repayment of borrowings 10 - (3,084) (5,623)
Lease payments (349) (233) (728)
Finance costs 10 (2,258) (1,474) (3,217)
---------- ------------------- -----------
Net cash used in financing activities (1,313) (4,791) (5,346)
---------- ------------------- -----------
Total cash and cash equivalents
movement for the period (6,547) (5,912) (3,752)
Cash and cash equivalents at the
beginning of the period 10,874 15,433 15,433
Effect of translation of foreign
exchange rates (585) (2,514) (807)
---------- ------------------- -----------
Total cash and cash equivalents
at end of the period 8 3,742 7,007 10,874
---------- ------------------- -----------
Notes to the Condensed Consolidated Interim Financial
Statements
1. Corporate information and principal activities
Bushveld Minerals Limited ("Bushveld" or the "Company") and its
subsidiaries and interest in equity accounted investments (together
the "Group") are an integrated primary vanadium producer and energy
storage solution provider. The company was incorporated and
domiciled in Guernsey on 5 January 2012 and admitted to the AIM
market in London on 26 March 2012.
The address of the Company's registered office is 18-20 Le
Pollet, St Peter Port, Guernsey. The unaudited condensed
consolidated interim financial statements ("consolidated interim
financial statements") of the Company for the interim period ended
30 June 2023 comprise of the Company and its subsidiaries and
interest in equity accounted investments.
2. Significant accounting policies Basis of accounting
The results presented in this report are unaudited and they have
been prepared in accordance with the recognition and measurement
principles of UK-adopted International Accounting Standards that
are expected to be applicable to the next set of financial
statements and on the basis of the accounting policies to be used
in those financial statements.
The consolidated interim financial statements does not include
all of the information required for full annual financial
statements and accordingly, whilst the consolidated interim
financial statements have been prepared in accordance with the
recognition and measurement principles of the UK-adopted
International Accounting Standards, it cannot be construed as being
in full compliance with the UK-adopted International Accounting
Standards. The financial information contained in this announcement
does not constitute statutory accounts as defined by the Companies
(Guernsey) Law 2008.
The consolidated interim financial statements have not been
audited or reviewed in accordance with International Standard on
Review Engagements (UK) 2410. The consolidated financial statements
for the period ended 31 December 2022 is based on the statutory
accounts for the period ended 31 December 2022. The auditor
reported on those accounts which were not qualified but included a
material uncertainty related to going concern.
The consolidated interim financial statements have been prepared
on the basis of accounting policies applicable to a going concern.
This basis presumes that funds will be available to finance future
operations and that the realisation of assets and settlement of
liabilities, contingent obligations and commitments will occur in
the ordinary course of business.
Going concern
The interim consolidated financial statements have been prepared
on the going concern basis, which contemplates continuity of normal
business activities and the realisation of assets and discharge of
liabilities in the normal course of business.
The Group recorded a net loss after tax of US$12.49 million for
the six months ended 30 June 2023 (31 December 2022: US$35.44
million) and as at 30 June 2023 had cash and cash equivalents of
US$3.74 million (31 December 2022: US$10.87 million) as well as
total borrowings of US$87.90 million (31 December 2022: total
borrowing of US$83.13 million).
The Orion convertible loan notes are due to mature in December
2023 and given that the current share price is lower than the
conversion price, the convertible loan notes will likely require
repayment or refinancing. The Company entered into a non- binding
term sheet with Orion on 5 May 2023 to refinance the convertible
loan notes. The closing of the transaction is still subject to
certain conditions, including South Africa Reserve Bank approval,
shareholders' approval at a still to be convened general meeting
which the Directors urge shareholders to support and the
finalisation of definitive binding documentation. The Directors are
confident that the restructuring will be completed before the
December 2023 due date.
The Directors closely monitor and manage the liquidity risk of
the Group by ensuring that the Group has sufficient funds for all
ongoing operations. As part of the annual budgeting and long-term
planning process, the Directors reviewed the approved Group budget
and cashflow forecast through to 31 December 2024. The current
cashflow forecast has been amended in line with any material
changes identified during the year. Equally, where funding
requirements are identified from the cashflow forecast, appropriate
measures are taken to ensure these requirements can be satisfied.
The Directors have performed an assessment of whether the Group
would be able to continue as a going concern for at least twelve
months from the date of this report. In their assessment, the Group
has taken into account its financial position, expected future
performance of its operations, its debt facilities and debt service
requirements, including those of the proposed refinancing of the
Orion convertible loan notes, its working capital and capital
expenditure commitments and forecasts. Current cashflow forecast
indicates that the Group requires additional liquidity to fund its
obligations and activities during the next twelve months.
The Group is actively pursuing various financing alternatives to
increase its liquidity and capital resources and entered into a
binding term sheet with Southern Point Resources ("SPR") on 11
September 2023 for a cumulative proposed investment of between
US$69.5 million and US$77.5 million (refer to note 12). The closing
of the transactions are subject to certain conditions. The Group
has received the ZAR150 million (approximately US$8.1 million)
interim working capital funds as part of the transaction.
The Group's ability to continue as a going concern is dependent
on its ability to complete the refinance of the Orion convertible
loan note and the completion of the remaining transactions with
SPR. Although the Group has been successful in the past in
obtaining additional liquidity, there is no assurance that it will
be able to do so in the future or that such arrangements will be on
terms advantageous to the Group.
These conditions indicate the existence of material
uncertainties that may cast significant doubt on the Group's
ability to continue as a going concern. The interim consolidated
financial statements for the six months ended 30 June 2023 have
been prepared on a going concern basis as, in the opinion of the
Directors, the Group will be in a position to continue to meet its
operating and capital costs requirements and pay its debts as and
when they fall due for at least twelve months from the date of this
report. Accordingly, these interim consolidated financial
statements do not include adjustments to the recoverability and
classification of recorded assets and liabilities and related
expenses that might be necessary should the Group be unable to
continue as a going concern.
Use of estimates and judgements
The preparation of consolidated interim financial statements
requires management to make judgments, estimates and assumptions
that affect the reported amounts of assets, liabilities and
contingent liabilities as at the date of the consolidated interim
financial statements and reported amounts of revenues and expenses
during the period ended 30 June 2023. Estimates and assumptions are
continuously evaluated and are based on management's experience and
other factors, including expectations of future events which are
believed to be reasonable under the circumstances. Actual results
may differ from these estimates.
3. Loss per share
Basic loss per share
Basic loss per share is calculated by dividing the net loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period
excluding ordinary shares purchased by the Company and held as
treasury shares.
6 months 6 months 12 months
ended 30 ended ended 31
June 30 June December
2023 2022 2022
Unaudited Unaudited Audited
US$ '000 US$ '000 US$ '000
--------------- -------------- -----------------
Numerator
Net loss attributable to equity holders (14,093) (3,348) (38,968)
--------------- -------------- -----------------
Denominator (in thousands)
Weighted average number of common shares 1,287,148 1,261,222 1,270,637
--------------- -------------- -----------------
Basic loss per share attributable to equity
holders (cents) (1.09) (0.27) (3.07)
--------------- -------------- -----------------
Diluted loss per share
Due to the Group being loss making for the period, instruments
are not considered dilutive and therefore the diluted loss per
share is the same as basic loss per share for all periods.
4. Intangible assets
Vanadium Coal Total
and Iron
Ore
US$ '000 US$ '000 US$ '000
------------------------------------------------------------------------------------------------------------------ -------- --------
Balance, 1 January
2022 53,856 5,398 59,254
Capitalised expenditures 174 343 517
Impairment loss - (5,137) (5,137)
Exchange differences (561) (604) (1,165)
-------------------------------------------------------------------------------- -------------------------------- -------- --------
Balance, 31 December
2022 53,469 - 53,469
-------------------------------------------------------------------------------- -------------------------------- -------- --------
Capitalised expenditures 71 - 71
Exchange differences (588) - (588)
-------------------------------------------------------------------------------- -------------------------------- -------- --------
Balance, 30 June
2023 52,952 - 52,952
-------------------------------------------------------------------------------- -------------------------------- -------- --------
Mokopane Vanadium and Iron Ore Project
The Group has a 64 per cent interest in Pamish Investment No 39
Proprietary Limited ("Pamish") which holds an interest in
Prospecting right 95.
The Department of Mineral Resources and Energy ("DMRE") executed
a 30-year mining right on 29 January 2020 in favour of Pamish, over
five farms: Vogelstruisfontein 765 LR; Vriesland 781 LR;
Vliegekraal 783 LR; Schoonoord 786 LR; and Bellevue 808 LR (the
"Mining Right") situated in the District of Mogalakwena, Limpopo,
which make up the Mokopane Project. The Mining Right allows for the
extraction of several other minerals over the entire Mokopane
Project resource area, including, titanium, phosphate, platinum
Group metals, gold, cobalt, copper, nickel and chrome.
The Mining Right required Pamish to commence mining activities,
including in-situ activities associated with the Definitive
Feasibility Study ("DFS") by end of January 2021. The COVID-19
pandemic resulted in a significant delay in the commencement of the
DFS and the necessary engagement with local communities required to
finalise land use arrangements and, consequently, this deadline was
not met. Application to the DMRE for an extension to commence
mining activities has been submitted and Pamish is waiting on a
response. Engagement has begun with communities to reach agreement
for access to the project areas and secure a land use
arrangement.
Subsequent to the period end, the Group entered into a binding
term sheet with Southern Point Resources to purchase the Group's
64% interest in Pamish (refer to note 12).
Brits Vanadium Project
The Group has been granted Section 11 of the Mineral and
Petroleum Resources Development Act ("MPRDA") for acquiring control
of Sable Platinum Mining (Pty) Ltd for NW 30/5/1/1/2/11124 PR, held
through Great Line 1 Invest (Pty) Ltd and was executed in May 2021.
The Group has also applied for Section 102 of the MPRDA and waiting
for approval to incorporate NW 30/5/1/1/2/11069 PR into NW
30/5/1/1/2/11124 PR.
The Group has applied for a prospecting right which has been
accepted and environmental authorisation has been granted under GP
30/5/1/1/2/10576 PR held by Gemsbok Magnetite (Pty) Ltd.
A renewal application for Prospecting Right NW 30/5/1/1/2/11124
PR was granted for Great 1 Line on Farm Uitvalgrond 431 JQ Portion
3.
The Group re-evaluated the Brits Vanadium Project and after
careful consideration it was concluded that the project should be
discontinued.
Coal
Coal Exploration licences have been issued to Coal Mining
Madagascar SARL a 99 per cent subsidiary of Lemur Investments
Limited. The exploration is in South West Madagascar covering 11
concession blocks in the Imaloto Coal basin known as the Imaloto
Coal Project and Extension. The Imaloto Coal Project was impaired
during the 2022 year as no further expenditures were planned.
5. Property, plant and equipment
Buildings Plant Motor Right-of-use Waste Assets under Total
and and machinery* vehicles, assets stripping construction
other furniture asset
improvements and equipment
---------------
US$ '000 US$ US$ '000 US$ '000 US$ US$ '000 US$ '000
'000 '000
--------------- --------------- --------------- -------------- ------------ ---------- ------------- ----------
Cost
At 1 January
2022 6,957 169,484 1,374 5,066 - 19,147 202,028
Additions - 691 138 2,989 1,850 15,988 21,656
Changes in
environmental
rehabilitation
liabilities - (1,705) - - - - (1,705)
Transfers
within PPE 63 19,376 34 - - (19,473) -
Exchange
differences (445) (9,298) (92) (435) (68) (1,098) (11,436)
--------------- --------------- --------------- -------------- ------------ ---------- ------------- ----------
At 31 December
2022
(audited) 6,575 178,548 1,454 7,620 1,782 14,564 210,543
--------------- --------------- --------------- -------------- ------------ ---------- ------------- ----------
Additions - - 24 - 624 3,918 4,566
Exchange
differences (660) (14,384) (142) (781) (206) (1,639) (17,812)
--------------- --------------- --------------- -------------- ------------ ---------- ------------- ----------
At 30 June 2023
(unaudited) 5,915 164,164 1,336 6,839 2,200 16,843 197,297
--------------- --------------- --------------- -------------- ------------ ---------- ------------- ----------
Accumulated
depreciation
At 1 January
2022 (1,280) (45,318) (759) (1,560) - - (48,917)
Depreciation
charge
for the year (330) (17,233) (219) (297) (396) - (18,475)
Impairment (898) (17,920) (10) - - - (18,828)
Exchange
differences 122 2,776 56 117 15 - 3,086
--------------- --------------- --------------- -------------- ------------ ---------- ------------- ----------
At 31 December
2022
(audited) (2,386) (77,695) (932) (1,740) (381) - (83,134)
--------------- --------------- --------------- -------------- ------------ ---------- ------------- ----------
Depreciation
charge
for the period (147) (7,160) (91) (147) (706) - (8,251)
Exchange
differences 236 5,460 91 179 66 - 6,032
--------------- --------------- --------------- -------------- ------------ ---------- ------------- ----------
At 30 June 2023
(unaudited) (2,297) (79,395) (932) (1,708) (1,021) - (85,353)
--------------- --------------- --------------- -------------- ------------ ---------- ------------- ----------
Net Book Value
--------------- --------------- --------------- -------------- ------------ ---------- ------------- ----------
At 31 December
2022
(audited) 4,189 100,853 522 5,880 1,401 14,564 127,409
--------------- --------------- --------------- -------------- ------------ ---------- ------------- ----------
At 30 June 2023
(unaudited) 3,618 84,769 404 5,131 1,179 16,843 111,944
--------------- --------------- --------------- -------------- ------------ ---------- ------------- ----------
*Include decommissioning asset.
Subsequent to the period end, the Group entered into a binding
term sheet with Southern Point Resources to purchase a 50% interest
in the Group's subsidiary that owns its Vanchem Vanadium plant
(refer to note 12).
6. Inventories
6 months Year ended
ended 30 31 December
June 2022
2023
---------- -------------
US$ '000 US$ '000
Raw materials 3,731 4,435
Work in progress 14,962 14,740
Finished goods 16,948 23,511
Consumable
Stores 11,322 12,304
---------------------- ---------- -------------
46,963 54,900
------------------ ---------- -------------
The cost of inventories recognised as an expense during the
period was US$50.02 million (31 December 2022: US$88.60
million).
The Group recognised a net realisable value write down of
finished goods amounting to US$0.30 million (31 December 2022:
US$0.33 million) and work in progress amounting to US$1.20 million
(31 December 2022: US$0.19 million).
7. Trade and other receivables
6 months Year ended
ended 30 31 December
June 2023 2022
---------- ------------
Financial instruments: US$ '000 US$'000
Trade receivables 4,290 3,134
Other receivables 4,828 2,856
Expected credit losses (45) (78)
Non-financial instruments:
Value-added taxes 1,759 3,163
Deposits 17 19
Prepaid expenses 220 404
------------------------------------------------ ---------- ------------
Total trade and other receivables 11,069 9,498
------------------------------------------------ ---------- ------------
Categorisation of trade and other receivables
Trade and other receivables are categorised as follows in
accordance with IFRS 9: Financial Instruments:
At amortised cost 9,073 5,912
Non-financial instruments 1,996 3,586
------------------------------------------------ ---------- ------------
11,069 9,498
------------------------------------------------ ---------- ------------
Trade receivables are amounts due from customers for goods sold
or services performed in the ordinary course of business. They are
generally due for settlement within 15-90 days and therefore are
all classified as current.
The fair value of trade and other receivables approximate the
carrying value due to the short maturity.
8. Cash and cash equivalents
6 months Year ended
ended 30 31 December
June 2022
2023
US$ '000 US$ '000
--------- ------------
Cash and cash equivalents consist of:
Cash at bank and in hand 1,871 8,347
Short-term deposits 1,871 2,527
----- ------
3,742 10,874
----- ------
The fair value of the cash and cash equivalents approximates the
carrying value due to the short maturity.
9. Share capital and share premium
Total
Number Share capital Share share capital
of premium and
premium
shares US$ '000 US$ '000 US$ '000
------------- --------------- ----------------- ----------------
At 1 January 2022 1,260,458,857 16,797 125,551 142,348
Shares issued - Directors and staff 2,324,842 29 494 523
Shares issued - Primorus convertible
loan note 4,157,645 54 476 530
Shares issued - Lind 20,876,937 242 1,181 1,423
------------- --------------- ----------------- ----------------
At 31 December 2022 (audited) 1,287,818,281 17,122 127,702 144,824
------------- --------------- ----------------- ----------------
At 30 June 2023 (unaudited) 1,287,818,281 17,122 127,702 144,824
------------- --------------- ----------------- ----------------
The Board may, subject to Guernsey Law, issue shares or grant
rights to subscribe for or convert securities into shares. It may
issue different classes of shares ranking equally with existing
shares. It may convert all or any classes of shares into redeemable
shares. The Company may also hold treasury shares in accordance
with the law. Dividends may be paid in proportion to the amount
paid up on each class of shares.
As at 30 June 2023 the Company owns 670,000 (31 December 2022:
670,000) treasury shares with a nominal value of 1 pence.
Shares issued Directors and staff
The Company issued 2,324,842 new ordinary shares of 1 pence each
in the Company in respect of the short-term incentive plans during
2022.
Primorus Investments Plc ("Primorus")
The Company issued a convertible loan note to Primorus. The
Company issued a total of 4,157,645 new ordinary shares of 1 pence
each in accordance with the conversion provisions during 2022.
Lind Global Macro Fund, LP ("Lind")
The Company issued 20,876,937 new ordinary shares of 1 pence
each to Lind in accordance with the Investment Agreement between
the Company and Mustang Energy Plc.
Nature and purpose of other reserves Share premium
The share premium reserve represents the amount subscribed for
share capital in excess of nominal value.
Share-based payment reserve
The share-based payment reserve represents the cumulative fair
value of share options granted to employees.
Foreign exchange translation reserve
The translation reserve comprises all foreign currency
differences arising from the translation of financial statements of
foreign operations.
Fair value reserve
The fair value reserve comprises the cumulative net change in
the fair value of financial assets at fair value through other
comprehensive income until the assets are derecognised or
impaired.
Accumulated loss reserve
The accumulated loss reserve represents other net gains and
losses and transactions with owners (e.g. dividends) not recognised
elsewhere.
10. Borrowings
30 June 31 December
2023 2022
Unaudited Audited
US$ '000 US$ '000
---------------- -----------------
Production financing agreement 35,112 35,146
Orion convertible loan notes 43,460 39,742
Industrial Development Corporation shareholder loan 2,650 1,999
Industrial Development Corporation property, plant
and equipment loan 3,350 3,481
Development Bank of South Africa 1,000 1,000
Other 2,330 1,762
---------------- -----------------
87,902 83,130
---------------- -----------------
Split between non-current and current portions
Non-current 37,890 35,272
Current 50,012 47,858
---------------- -----------------
87,902 83,130
---------------- -----------------
Production Orion Nedbank Industrial
financing convertible revolving Development
agreement loan notes credit Corporation
facility loans
Other Total
US$ '000 US$ '000 US$ US$ '000 US$ '000 US$
'000 '000
----------- ------------- ----------- ------------- ------------- -------
Balance, 1 January 2022 33,512 36,282 5,821 3,282 1,000 79,897
Cash changes:
Proceeds from borrowings - - - 3,416 806 4,222
Repayments of principle
and interest -2,906 - -5,885 - -49 -8,840
Non-cash changes:
Convertible loan note in
exchange for financial assets - - - - 1,636 1,636
Conversion of convertible
loan notes - - - - -530 -530
Finance costs (1) 4,420 6,394 232 470 143 11,659
Fair value gain on derivative
liability - -2,934 - - - -2,934
Adjustment to reflect market
value of loan - - - -1,789 - -1,789
Exchange differences 120 - -168 101 -244 -191
----------- ------------- ----------- ------------- ------------- -------
Balance, 31 December 2022 35,146 39,742 - 5,480 2,762 83,130
Cash changes:
Proceeds from borrowings - - - 745 549 1,294
Repayments of interest -2,211 - - - -47 -2,258
Non-cash changes:
Finance costs (2) 2,192 3,750 - 226 108 6,276
Fair value gain on derivative
liability - -32 - - - -32
Exchange differences -15 - - -451 -42 -508
----------- ------------- ----------- ------------- ------------- -------
Balance, 30 June 2023 35,112 43,460 - 6,000 3,330 87,902
----------- ------------- ----------- ------------- ------------- -------
(1) Finance costs include capitalised finance costs of US$0.47
million to property, plant and equipment.
(2) Finance costs include capitalised finance costs of US$0.23
million to property, plant and equipment.
Orion Mine Finance Production Financing Agreement
The Group signed a long-term production financing agreement
("PFA") of US$30 million with Orion Mine Finance ("Orion) in
December 2020, primarily to finance its expansion plans at Bushveld
Vametco Alloys Proprietary Limited and debt repayment. Exchange
control authorization from the South Africa Reserve Bank Financial
Surveillance Department was granted in October 2020.
PFA Details
The Group will repay the principal amount and pay interest via
quarterly payments determined initially as the sum of:
-- a gross revenue rate (set at 1.175 per cent for 2020 and 2021
and 1.45 per cent from 2022 onwards, subject to adjustment based on
applicable quarterly vanadium prices) multiplied by the gross
revenue for the quarter; and
-- a unit rate of US$0.443/kgV multiplied by the aggregate
amount of vanadium sold for the quarter.
Once the Group reaches vanadium sales of approximately 132,020
mtV during the term of the facility, the gross revenue rate and
unit rate will reduce by 75 per cent (i.e. to 25 per cent of the
applicable rates).
On each of the first three loan anniversaries, the Group has the
option to repay up to 50 per cent of both constituent loan parts
(each may only be repaid once). If the Group utilises the loan
repayment option, the gross revenue rate and/or the unit rate will
reduce accordingly.
The PFA capital will provide funding to continue to grow
production at Vametco to more than 4,200 mtV per annual production
level and debt repayment. Part of the proceeds were used by the
Group to prepay in full the Nedbank ZAR250 million term loan.
First Amendment
The Group entered into a first amendment to the agreement on 6
August 2021. In terms of the amendment, US$17.8 million of the
funds ringfenced for the Vametco Phase 3 Expansion was reallocated
to Vanchem mainly for capital expenditure on Kiln-3.
The original PFA had a cap of 1,075 mtV per quarter. This
amounted to 4,300 mtV per annum expected from 2024 onwards
following the completion of the Vametco Phase 3 expansion project.
The amended agreement, with the addition of the Vanchem production
volumes from 1 July 2021 resulted in the initial cap of 4,300 mtV
being brought forward, from 1 July 2022 instead of from 2024.
Orion Mine Finance Convertible Loan Notes Instrument
The Company subscribed to a US$35 million convertible loan notes
instrument in December 2020 (the "Instrument") with Orion Mine
Finance ("Orion"). The Instrument's proceeds were used towards the
first phase of Vanchem's critical refurbishment programme and debt
repayment.
The terms of the Instrument are:
-- A fixed 10 per cent per annum coupon with a three year
maturity date from the drawdown date.
-- All interest will accrue and be capitalised on a quarterly
basis in arrears but compounded annually.
-- Accumulated capitalised and accrued interest is convertible
into Bushveld ordinary shares. All interest and principal, to the
extent not converted into ordinary shares, is due and payable at
maturity date.
-- Conversion price set at 17 pence.
The conversion features are:
Between drawdown and the Instrument's maturity date Orion may,
at their option, convert an amount of the outstanding debt,
including capitalised and accrued interest, into Bushveld's
ordinary shares as follows:
-- First six months: Up to one third of the outstanding amount;
-- Second six months: Up to two thirds of the outstanding amount
(less any amount previously converted);
-- From the anniversary of drawdown until the maturity date: the
outstanding amount under the Instrument may be converted;
-- The Company also has the option to convert all, but not some,
of the amount outstanding under the Instrument, if its volume
weighted average share price is more than 200 per cent of the
conversion price over a continuous 15 trading day period, a trading
day being a day on which the AIM market is open for the trading of
securities.
At any time until the convertible maturity date, Orion may
convert the debt as above mentioned into an amount of ordinary
shares equal to the total amount available for conversion under the
Instrument divided by the conversion price of 17 pence.
Derivative
Loan liability Total
US$ '000 US$ '000 US$ '000
-------- ------------- --------
Balance, 1 January 2022 33,316 2,966 36,282
Finance costs and fair value gain 6,394 (2,934) 3,460
-------- ------------- --------
Balance, 31 December 2022 39,710 32 39,742
Finance costs and fair value gain 3,750 (32) 3,718
-------- ------------- --------
Balance, 30 June 2023 43,460 - 43,460
-------- ------------- --------
The Orion and Nedbank borrowings are secured against certain
group companies and associated assets.
Nedbank Term Loan and Revolving Credit Facility
The Group secured R375 million (approximately US$25 million) in
debt facilities through its subsidiary Bushveld Vametco Alloys
Proprietary Limited (the "Borrower") in November 2019 with Nedbank
Limited in the form of a R250 million term loan and a R125 million
revolving credit facility.
The Nedbank term loan was repaid in December 2020.
The Group had drawn the R125 million revolving credit facility
in March 2020 which has the following key terms:
-- Three-year term - Repayment due in November 2022;
-- Interest rate calculated using the three year or six months
JIBAR as selected by the Company plus a 3.85 percent margin;
-- Interest payments are due semi-annually.
The security provided is customary for a secured financing of
this nature, including cession of shares in the Borrower, security
over the assets of the Borrower, and a parent guarantee.
The following financial covenants are in place for the Borrower
for so long as any amount is outstanding, in respect of each
reporting period:
-- the Net Interest Cover Ratio; and
-- the Net Debt to EBITDA Ratio at a Borrower level shall not exceed 4.0 times.
The Nedbank revolving credit facility was repaid in November
2022, except for R1.
Industrial Development Corporation Shareholder Loan
Bushveld Electrolyte Company ("BELCO") is 55 percent owned by
Bushveld Energy Company ("BEC") and 45 percent by the Industrial
Development Corporation ("IDC"). The loan represents the IDC's
contribution to BELCO and consists of the initial capitalized cost
of R4.38 million (US$0.23 million; 31 December 2021: R4.38 million
(US$0.26 million)) and the subsequent subscription amount of R58.88
million (US$3.64 million; 31 December 2021: R55.31 million (US$3.82
million)).
The loan is interest free, unsecured, subordinated in favour of
BELCO's creditors and has no fixed term of repayment and shall only
be repaid from free cash flow when available. BELCO has the
unconditional right to defer settlement until it has sufficient
free cash flow to settle the outstanding amount, which is estimated
at the end of 2028. The loan has been classified as
non-current.
The shareholder loan is measured at the present value of the
future cash payments discounted using an interest rate of 8.5
percent, which is the estimated prevailing market rate. The
difference between the fair value and the nominal amount of US$1.79
million was recognised as non-controlling interest.
A general notarial bond for a minimum amount of R140 million
plus an additional sum of 30 percent for ancillary costs and
expenses was registered over all the movable assets owned by
BELCO.
Industrial Development Corporation Property, Plant and Equipment
Loan
The IDC provided a property, plant and equipment loan to BELCO
as part of the funding for the construction of the electrolyte
plant. The loan bears interest at the South African prime rate plus
2.5 percent margin and is repayable in 84 equal monthly instalments
starting in August 2023.
Development Bank of Southern Africa - Facility Agreement
Lemur Holdings Limited entered into a US$1.0 million facility
agreement with the Development Bank of Southern Africa Limited in
March 2019. The purpose of the facility is to assist with the costs
associated with delivering the key milestones to the power project.
The repayment is subject to the successful bankable feasibility
study of the project at which point the repayment would be the
facility value plus an amount equal to an IRR of 40 percent capped
at 2.5 times, whichever is lower. As at 30 June 2023, US$1.0
million (31 December 2022: US$1.0 million) was drawn down.
Primorus
The Company issued a convertible loan note to Primorus for the
nominal amount of GBP1.20 million bearing interest at 10 percent
per annum. The convertible loan note may be converted into Bushveld
ordinary shares at any time within the conversion period (the six
conversion periods being: 28 February 2022 to 14 April 2022; 15
April 2022 to 14 July 2022; 15
July 2022 to 14 October 2022; 15 October 2022 to 16 January
2023; 17 January 2023 to 14 April 2023; 15 April 2023 to 14 July
2023) at a conversion price of GBP0.098987. Primorus converted
GBP0.41 million of the principal amount and was issued a total of
4,157,645 Bushveld ordinary shares.
The Company and Primorus agreed on 14 July 2023 to amend the
terms of repayment whereby the Company will make the following
payments:
-- An initial payment of US$150,000, followed by bi-weekly
payments of US$125,000 with the final payment to be made prior to
the 30 November 2023.
Nesa Investment Holdings ("Nesa")
The Group entered into a loan agreement with Nesa to fund
US$0.81 million (R12.08 million) bearing interest at South African
prime rate plus 3.5 percent margin and is repayable on 30 October
2023.
The Group entered into a second loan agreement with Nesa to fund
US$0.55 million (R10.0 million) bearing interest at South African
prime rate plus 4 percent margin and is repayable after 6 months
from drawn down date.
11. Trade and other payables
30 June 31 December
2023 2022
Unaudited Audited
US$ '000 US$ '000
---------------- -----------------
Financial instruments:
Trade payables 31,745 40,573
Trade payables - related parties 60 61
Accruals and other payables 5,030 5,257
Non-financial instruments:
VAT 54 5
---------------- -----------------
36,889 45,896
---------------- -----------------
Financial instrument and non-financial instrument components
of trade and other payables 30 June 31 December
2023 2022
Unaudited Audited
US$ '000 US$ '000
----------- ---------------
At amortised cost 36,835 45,891
Non-financial instruments 54 5
--------------- -----------
36,889 45,896
--------------- -----------
Trade and other payables principally comprise amounts
outstanding for trade purchases and on-going costs. The average
credit period taken for trade purchases is 90 days.
The Group has financial risk management policies in place to
ensure that all payables are paid within the pre-arranged credit
terms.
The directors consider that the carrying amount of trade and
other payables approximates to their fair value.
12. Events after the reporting period
Issue of shares
The Company announced on 9 August 2023 that Mustang Energy plc
("Mustang") was informed by each of the convertible loan notes
("CLN") holders that they have elected to redeem their CLNs in
accordance with the backstop agreement previously agreed between
the Company and Mustang.
In accordance with the backstop agreement each CLN holder was
issued such number of new ordinary shares in the Company at a price
equal to the 20-day volume weighted average price of a new ordinary
share of 1 pence each prior to the date of issue as is equivalent
to the principal amount together with all accrued and unpaid
interest.
A total of 270,393,578 new ordinary shares of 1 pence each of
the Company was issued to the CLN holders on 15 August 2023.
Mustang transferred its 22.1% interest in VRFB Holdings Limited and
novated its rights under the US$2.0 million loan made to Enerox
GmbH to the Company.
Investment by Southern Point Resources ("SPR")
The Company announced on 11 September 2023 a binding term sheet
with Southern Point Resources for a cumulative proposed investment
of between US$69.5 million and US$77.5 million.
The key terms of the cumulative proposed investment are as
follows:
-- An interim working capital facility secured against
production at the Vanchem plant designed to provide the Group with
additional working capital to fund the ongoing expansion of
production at Vanchem whilst the transactions contemplated below
are underway, totalling ZAR150 million (approximately US$8.1
million).
-- The proposed purchase by SPR of 50% of the shares in the
Group's subsidiary that owns its Vanchem vanadium plant, and its
64% equity interest in its subsidiary that owns its Mokopane
project, for a total of approximately US$25 million.
-- An equity investment by Southern Point Resources of
approximately US$12.5 million into the Company, at the same equity
price as Orion Mine Finance ("Orion").
-- A new marketing and sales arrangement under which SPR will be
appointed to carry out all marketing and sales of product for the
Group. In line with this arrangement, SPR will provide a
medium-term trade finance working capital facility to the Company,
totalling approximately US$25-30 million.
-- A potential future commitment by SPR of an investment of US$7-10 million in Vanchem for the recommissioning of Kiln-1.
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END
IR EAFNSALPDEAA
(END) Dow Jones Newswires
September 26, 2023 02:00 ET (06:00 GMT)
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