TIDMKRS
RNS Number : 1061Q
Keras Resources PLC
24 February 2021
Keras Resources plc / Index: AIM / Epic: KRS / Sector:
Mining
24 February 2021
Keras Resources plc
('Keras' or the 'Company')
Final Results and Notice of AGM
Keras Resources plc, the AIM listed mineral resource company, is
pleased to announce its final results for the year ended 30
September 2020.
Copies of the Company's full Annual Report and Financial
Statements (the "Annual Report") will be made available to download
from the Company's website at www.kerasplc.com/documents.aspx . and
will also be posted to shareholders on 5 March 2021 along with the
notice of its Annual General Meeting ("AGM"), which is to be held
on 30 March 2021 .
As a consequence of the measures contained in Schedule 14 of
Corporate Insolvency and Governance Act 2020 the AGM will not be
held at any particular place. Shareholders will not be permitted to
attend the meeting, and the method of voting will be by proxy.
Shareholders are strongly encouraged to submit their votes by proxy
as soon as possible, appointing the Chairman of the Meeting as
their proxy, so that their votes can be taken into account.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
For further information please visit www.kerasplc.com , follow
us on Twitter @kerasplc or contact the following:
Russell Lamming Keras Resources plc info@kerasplc.com
Nominated Adviser & Joint
Broker SP Angel Corporate Finance +44 (0) 20 3470
Ewan Leggat / Charlie Bouverat LLP 0470
Joint Broker Shard Capital Partners +44 (0) 207 186
Damon Heath / Erik Woolgar LLP 9900
Financial PR +44 (0) 20 7236
Susie Geliher / Cosima Akerman St Brides Partners Ltd 1177
CHAIRMAN'S STATEMENT
The highlights of the period since my last report are the
acquisition of a controlling interest in a new project, the Diamond
Creek phosphate mine in Utah, USA, ("Diamond Creek") which is
expected to begin generating cash for Keras during the current
year, and the successful completion of the demerger of the
Company's interests in ASX listed Calidus Resources Limited,
through a capital reduction scheme. In addition to the value
distributed to shareholders, it also left Keras with distributable
reserves creating a balance sheet that is geared towards the
cashflow strategy adopted by the Company.
In addition, the Company has continued to take steps to ensure
the grant of the exploitation licence for its Nayéga manganese mine
in Togo. Management has made steady progress with the new Togolese
government, has ensured that there are no outstanding requirements
related to the grant of the exploitation permit, and look forward
to tangible progress in 2021.
Diamond Creek phosphate mine
Diamond Creek is the highest grade organic phosphate deposit in
the US and is owned by a Delaware registered company Falcon Isle
Holdings LLC ("Falcon Isle"). Keras has agreed to loan a total of
$2.5m to Falcon Isle, of which $1.9m had been advanced by 30
September 2020. At the same date Keras had subscribed, for nominal
consideration, for 40% of the issued capital of Falcon Isle.
Subsequent to 30 September 2020 Keras has advanced the final
$600,000 of its loan commitment and now owns 51% of Falcon Isle, so
that Falcon Isle will be treated as a subsidiary company for future
accounting periods.
Diamond Creek is fully permitted and has mined, processed and
sold organic phosphate during the last quarter of the financial
year. The mined material only requires crushing, milling and
bagging before being sold as high grade organic fertilizer. The
Diamond Creek mine produces the highest grade organic phosphate
available in the US - a 28% Phosphorus pentoxide ('P205') premium
product with minimum 14% available phosphorous ('P'). The available
P is significantly higher than the 3% marketed by the majority of
its competitors. It also has a long life of mine: at a peak
production rate of 48ktpa, the historic "surface mineable
resources" alone represent in excess of 60 years of production. The
project does not currently have a JORC compliant resource but has a
pre-stripped area with production drilling information representing
2 1/2 years of planned production.
Production of organic fertilizer for sale to the North American
market is planned to increase in stages up to 48,000 tons in Year
5, with forecasted operating costs reducing from an initial
$229/ton to US$92/ton at peak production. In the first year of
production 7,600 tons were produced, an increase of more than 50%
over budget, of which 1,012 tons were sold.
Up to now beneficiation has been undertaken through
toll-treating agreements. A new processing plant, which was
fabricated and shipped from Shanghai, is now on site in Utah and
construction is under way. This new plant, to be owned and operated
by Falcon Isle, has design capacity to process the five-year
48,000-ton production target and will increase both the installed
capacity and flexibility to beneficiate a variety of organic
phosphate products. It will also result in a significant reduction
in operating costs compared with the current toll agreements.
Commissioning remains on schedule and the plant is expected to be
operational by the end of March 2021.
Capital reduction and demerger of Calidus Resources Limited
During the year the Company completed the demerger of its
holding of 723,750,000 shares in Calidus Resources Limited
("Calidus") by means of a capital reduction.
The capital reduction and demerger were approved by shareholders
on 14 October 2019. Following the second High Court hearing, the
Calidus shares were transferred to Keras shareholders on the
register at 6.00pm on 19 November 2019 on the basis of 1 Calidus
share for every 3.451963 Keras shares held by them on that date.
Calidus shares were subsequently consolidated on a 10 for 1 basis,
and are currently trading on the ASX at approximately double the
price of A$0.23 per share (as adjusted for the consolidation)
immediately following the demerger.
The capital reduction resulted in very substantial changes to
the capital and reserves of Keras. Under the Court Orders, the
balance on the Company's share premium account was cancelled,
followed by the deferred shares, and the nominal value of each
ordinary share was reduced from 0.1p ("Old Ordinary Shares") to
0.01p ("New Ordinary Shares"). The amount repayable to shareholders
was satisfied by the transfer to them of the Calidus shares. As a
result, the deficit on distributable reserves has been eliminated,
so that profits made in future will be available for the payment of
dividends.
The costs of the capital reduction and demerger, amounting to
some GBP130,000, have been borne by Keras.
Nayéga manganese mine / Togo
On the 18 October 2019 the Council of Ministers of the Republic
of Togo published a decree granting the right for large-scale
exploitation of the manganese deposit at Nayéga to the Company's
subsidiary, Societe Generale des Mines ("SGM"). Since that date the
Company has concentrated its efforts on finalising the required
exploitation permit. A number of factors have contributed to the
delay in obtaining this licence. Early in 2020 there was a
presidential election in Togo, which resulted in the re-election of
the standing president. As is customary, the prime minister and his
government resigned after the election, requiring Keras to forge
new relationships with incoming ministers. To that must be added
the effect of the Covid 19 pandemic. Togo has been among the most
successful countries worldwide in dealing with the pandemic, but
for a substantial part of the year its borders were closed.
Notwithstanding these problems, substantial progress has been made,
in particular following the reopening of air borders in September
2020 allowing management to continue with their efforts. The terms
of the permit and associated protocols have been agreed, and SGM
has been converted from a private to a public company, as required
by law and in compliance with the draft Mining Convention. Finance
for plant expansion through an offtake agreement is expected to be
signed following the grant of the exploitation licence.
The Government of Togo is entitled to a 10% carried interest in
SGM on grant of the exploitation licence. As part of its commitment
to benefit the area where Nayéga is situated, Keras is establishing
a charitable foundation for the benefit of local communities, to
which Keras intends to contribute 5% of its attributable net
profits from SGM.
The exploitation permit requires Presidential approval to allow
operations to commence.
Financial review
The Consolidated Statement of Comprehensive Income for the year
shows a loss of GBP1,242,000 (2019 - loss GBP471,000). The results
of the two periods are not comparable as the previous year includes
the positive surplus of GBP681,000 from the bulk sample produced at
Nayéga. The loss for the year under review has also been increased
by the costs of discontinuing the previous Share Appreciation
Rights scheme (GBP119,828), and thereby benefitting shareholders by
increasing the number of Calidus shares transferred to them under
the demerger, and the Company's proportion of Falcon Isle's net
loss (GBP4,000).
Keras undertook fund raisings, in January and July 2020, raising
GBP310,000 and GBP1,728,000 respectively, for working capital and,
in the case of the second placing, to finance the Diamond Creek
mine. Since the end of the year a further GBP1,550,000 has been
raised. This level of cash is sufficient to allow Keras to seek and
evaluate new projects.
Outlook
The current year will see the expansion of the Diamond Creek
mine into a valuable and profitable asset for the Group, aided by
the commissioning of the new processing plant.
The Board also remains hopeful that profitable production will
commence at the Nayéga manganese mine in Togo.
Finally, I would like to take this opportunity to thank the rest
of the board and our management team for their hard work, and
shareholders for their continuing support.
Brian Moritz
Chairman
23 February 2021
STRATEGIC REPORT
Strategy and Business Plan
The Group's strategy is to maximise shareholder value through
diversified revenue streams from its two core assets, Diamond Creek
and Nayéga, thus enhancing the value of those assets through
brownfields expansion projects while still identifying potential
new projects that increase shareholder value by taking projects
through the life cycle from feasibility to development.
The Group's business model has established the Company as an
efficient and low cost explorer/developer.
During the reporting period the Group was focussed on three main
areas:
1. Demerging its shares in Calidus Resources Limited to
shareholders by way of a capital reduction scheme. This was
finalised in November 2019.
2. Acquiring a producing mine with near term cash flow - the
Diamond Creek phosphate mine in Utah, USA. The mine is owned by
Falcon Isle, in which the Company acquired a 40% equity interest
during the reporting period, subsequently increased to 51%. The
Company has loaned Falcon Isle $2.5m which is repayable from cash
flow.
3. Progressing the Nayéga manganese project in Togo and
preparing for commercial production. The Council of Ministers of
the Republic of Togo has issued a decree granting the right to mine
manganese at Nayéga and, as and when an exploitation permit is
obtained, the Group intends to mine commercially at Nayéga with the
minimum of delay, initially using the facilities built for the bulk
sample. An internal definitive feasibility study previously
completed for Nayéga indicates that the project represents
significant value potential for the Group.
In exploring and developing mineral deposits, the Group accepts
that not all its exploration will be successful but also that the
rewards for success can be high. It therefore expects that its
shareholders will be invested for potential capital growth, taking
a long-term view of management's good track record in mineral
discovery and development. The Directors have continued to invest
in the Company and currently hold approximately 22% of the issued
shares in Keras, after allowing for the substantial fund raisings
since the year end. We believe this stake provides further evidence
of the Board's belief in and commitment to its strategy.
To date, the Group has financed its activities through equity
raisings. As the Group's projects become more advanced, the Board
will seek mining and/or offtake finance, and may also investigate
strategic opportunities to obtain funding for projects from future
customers via production sharing, royalty and other marketing
arrangements.
Financial and Performance Review
There was no turnover in the year under review, but commercial
sales have commenced in the year ended 30 September 2021.
The results of the Group are set out in detail in the financial
statements. The Group reports a loss for the year of GBP1,242,000
(2019: loss GBP471,000).
As a result of the demerger of the Calidus shares, the
consolidated total assets of the Group decreased during the year
from GBP11.5m to GBP3.5m. For the same reason, net assets reduced
from GBP11.3m to GBP3.1m. However, the capital reduction which was
part of the demerger had the effect of reducing the deficit on
distributable reserves from GBP10.3m to a surplus of GBP8,000, so
that the Company will be in a position to distribute future profits
as dividends, subject to working capital requirements.
Fixed assets total GBP1,332,000 (2019: GBP1,383,000) which
includes plant at the Nayéga mine totalling GBP262,000 (2019:
GBP331,000) as well as exploration, evaluation and development
expenditure on the Group's projects in Togo. The carrying value of
the Group's equity accounted interest in Falcon Isle, primarily
costs relating to the acquisition less its share of losses, totals
GBP1,622,000.
Expenditure such as pre-licence and reconnaissance costs is
expensed in profit or loss as incurred.
The Directors have assessed the carrying value of the Nayéga
manganese project and no impairment has been deemed necessary.
Key Performance Indicators (KPIs)
During the year the Board monitored the following KPIs:
-- Cash flow and working capital:
o Short (<3 months) and long term cashflow models are
prepared to monitor and forecast the Group's funding needs;
o Management accounts prepared on a monthly basis for the
Group's key subsidiaries and quarterly on a consolidated basis;
and
o Weekly reporting of the Group's working capital position.
When the Group receives an exploitation permit for the Nayéga
Manganese project, activities at this project will increase
substantially from the current reporting period, to include
production forecasts and mine plans.
Mining projects
Africa
Keras currently holds an 85% interest in the Nayéga manganese
project in Togo, which covers 92,390 hectares in northern Togo,
held through Societe Generale des Mines SA ("SGM"). As part of the
process to convert the exploration permit to an exploitation
permit, the Government of Togo will be granted a carried equity
interest of 10%, so diluting the interest of Keras, reducing the
Group's interest to 76.5%. The project is 30km from a main road,
which has direct access to the regionally important deep-water port
of Lome 600km away that has >800,000t per annum back loading
capabilities.
Having defined a JORC (2012) Code compliant Indicated and
Measured Resource of 11.0Mt @ 13.1% manganese, the Group has
completed the Phase 1 Definitive Feasibility Study ("DFS") to
develop an initial open-pit, 300,000tpa manganese operation. To
support commercial mining at Nayéga, we have applied for an
exploitation permit. The Council of Ministers of the Republic of
Togo has decreed that SGM has the right to mine manganese at
Nayéga, but the Group continues to await the award of the permit
itself, and consequently we have been unable to undertake
commercial mining activities during the year. Progress on this is
described above and in the Chairman's Statement. Test sampling of
the material produced as part of the bulk sample process has
indicated a manganese content of 38.9% rather than the 35%
envisaged in the DFS referred to above. As soon as the exploitation
permit is granted, therefore, the directors intend to commence
commercial production using the bulk sample plant at the rate of
approximately 75,000tpa without the requirement for further capital
expenditure, and to increase production capacity to 300,000tpa
using offtake finance.
The Group had previously discontinued and disposed of all its
other African projects.
North America
Keras acquired an interest in the Diamond Creek phosphate mine
in July 2020, and increased its interest to 51% in December 2020.
The mine is situated approximately 70km SSE of Salt Lake City,
Utah. Diamond Creek is a fully permitted, high grade direct
shipping ore ("DSO"), low capex organic phosphate mine, which has a
significant historical mineral resource (mineral resources have not
been classified according to any International Reporting Standard)
with the first 2.5 years of production already pre-stripped. The
phosphate mineralisation comprises shale beds in the Meade Peak
Member of the Phosphoria Formation. The mineralised zone is c.3m
thick and averages 28% P2O5 with average available phosphorous of
16%. Historic reports vary with "surface mineable resources"
ranging from 3.10Mt to 4.60Mt. At a peak production rate of 48ktpa,
the opencast resources alone represent in excess of 60 years of
production.
The product has received Organic Certification by all three key
certification agencies in the USA. As a direct shipping ore it
requires no chemical upgrade process, with in-situ grade of 28%
P2O5, low heavy metal impurities and significantly higher available
phosphate than any other organic rock phosphate in North
America.
The 2020 mining campaign was completed in October 2020 with a
total of 7,620 ore tons extracted from the mine. To date
beneficiation has been undertaken through toll-treating agreements.
A new plant, to be owned and operated by the Group, which has the
capacity to process the 5-year 48,000-ton production target, has
been manufactured in China and shipped to the USA. Commissioning is
expected to be complete by 31 March 2021. The plant will include a
crushing and milling circuit to produce a range of products
comprising -10 mesh, -100 mesh and -350 mesh powders and a
granulation plant to produce high margin granulated organic
phosphate. The processing facility will also include a bagging
plant to ensure that all products are available in both one ton
tote bags and 50lb bags. Once commissioned, the plant will increase
both the available capacity and flexibility to produce different
sized beneficiated material whilst lowering operating costs.
Risk Management
The Board regularly reviews the risks to which the Group is
exposed and ensures through its meetings and regular reporting that
these risks are minimised as far as possible.
The principal risks and uncertainties facing the Group at this
stage in its development are:
Exploration Risk
The Group's business has been primarily mineral exploration and
evaluation which are speculative activities and whilst the
Directors are satisfied that good progress is being made, there is
no certainty that the Group will be successful in the definition of
economic mineral deposits, or that it will proceed to the
development of any of its projects or otherwise realise their
value.
The Group aims to mitigate this risk when evaluating new
business opportunities by targeting areas of potential where there
is at least some historical drilling or geological data
available.
Resource Risk
All mineral projects have risk associated with defined grade and
continuity. Mineral reserves and resources are calculated by the
Group in accordance with accepted industry standards and codes but
are always subject to uncertainties in the underlying assumptions
which include geological projection and commodity price
assumptions.
The Group reports mineral resources and reserves in accordance
with the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves ('the JORC Code'). The JORC Code
is a professional code of practice that sets minimum standards for
public reporting of mineral exploration results, mineral resources
and ore reserves. Further information on the JORC Code can be found
at www.jorc.org.
Development Risk
Delays in permitting, financing and commissioning a project may
result in delays to the Group meeting production targets. Changes
in commodity prices can affect the economic viability of mining
projects and affect decisions on continuing exploration
activity.
Mining and Processing Technical Risk
Notwithstanding the completion of metallurgical testwork, test
mining and pilot studies indicating the technical viability of a
mining operation, variations in mineralogy, mineral continuity,
ground stability, ground water conditions and other geological
conditions may still render a mining and processing operation
economically or technically non-viable.
The Group has a small team of mining professionals experienced
in geological evaluation, exploration, financing and development of
mining projects. To mitigate development risk, the Group
supplements this from time to time with engagement of external
expert consultants and contractors.
Environmental Risk
Exploration and development of a project can be adversely
affected by environmental legislation and the unforeseen results of
environmental studies carried out during evaluation of a project.
Once a project is in production unforeseen events can give rise to
environmental liabilities.
The Group is now entering the mining stage. Any disturbance to
the environment during this phase is required to be rehabilitated
in accordance with the prevailing regulations of the countries in
which we operate.
Financing & Liquidity Risk
The Group has had an ongoing requirement to fund its activities
through the equity markets and may in future need obtain finance
for project development. There is no certainty such funds will be
available when needed. To date, Keras has managed to raise funds
primarily through equity and debt placements despite the very
difficult markets that currently exist for raising funding in the
junior mining industry.
Political Risk
All countries carry political risk that can lead to interruption
of activity. Politically stable countries can have enhanced
environmental and social permitting risks, risks of strikes and
changes to taxation whereas less developed countries can have, in
addition, risks associated with changes to the legal framework,
civil unrest and government expropriation of assets.
Partner Risk
Whilst there has been no past evidence of this, the Group can be
adversely affected if joint venture partners are unable or
unwilling to perform their obligations or fund their share of
future developments.
The Group aims to mitigate this risk by 1) holding significant
majority shareholdings in our projects that we can commit to
funding our minority partners until production and positive cash
flow and 2) endeavouring to enter into joint venture funding
arrangements with credible counterparties.
Bribery Risk
The Group has adopted an anti corruption policy and whistle
blowing policy under the Bribery Act 2010. Notwithstanding this,
the Group may be held liable for offences under that Act committed
by its employees or subcontractors, whether or not the Group or the
Directors had knowledge of the commission of such offences.
Financial Instruments
Details of risks associated with the Group's financial
instruments are given in Note 26 to the financial statements. Keras
does not utilise any complex or derivative financial
instruments.
COVID-19
The Directors do not believe that Covid 19 has had a material
effect on the Company or its operations other than travel
restrictions which restrict the ability of management to visit
operations in Togo and the USA. This has been mitigated by
increased home working and use of electronic communications. The
Directors expect international travel to become easier in the
foreseeable future.
Insurance Coverage
The Group maintains a suite of insurance coverage that is
appropriate for the Group and Company. This is arranged via a
specialist mining insurance broker and coverage includes public and
products liability, travel, property and medical coverage and
assistance while Group employees and consultants are travelling on
Group business. This is reviewed at least annually and adapted as
the Group's scale and nature of activities changes. Keras also has
Directors and Officers insurance in place.
Internal Controls and Risk Management
The Directors are responsible for the Group's system of internal
financial control. Although no system of internal financial control
can provide absolute assurance against material misstatement or
loss, the Group's system is designed to provide reasonable
assurance that problems are identified on a timely basis and dealt
with appropriately.
In carrying out their responsibilities, the Directors have put
in place a framework of controls to ensure as far as possible that
ongoing financial performance is monitored in a timely manner, that
corrective action is taken and that risk is identified as early as
practically possible. The Directors review the effectiveness of
internal financial control at least annually.
The Board, subject to delegated authority, reviews capital
investment, property sales and purchases, additional borrowing
facilities, guarantees and insurance arrangements.
The Board takes account of the significance of social,
environmental and ethical matters affecting the business of the
Group. At this stage in the Group's development the Board has not
adopted a specific policy on Corporate Social Responsibility as it
has a limited pool of stakeholders other than its shareholders.
Rather, the Board seeks to protect the interests of Keras'
stakeholders through individual policies and through ethical and
transparent actions.
The Group has adopted an anti-corruption and bribery policy and
a whistle blowing policy as stated above.
Shareholders
The Directors are always prepared, where practicable and subject
to confidentiality under the AIM Rules, to enter into dialogue with
shareholders to promote a mutual understanding of objectives. The
Annual General Meeting provides the Board with an opportunity to
informally meet and communicate directly with investors.
Environment
The Board recognises that its principal activities, mineral
exploration and mining, have potential to impact on the local
environment. To date, activities at the various projects have been
limited to mining and drilling activities and the Group does comply
with local regulatory requirements with regard to environmental
compliance and rehabilitation. The impact on the environment of the
Group's activities has the potential to increase as our projects
move into a production phase. This is currently assessed through
baseline environmental studies that are being undertaken and
identifying resources needed to manage environmental compliance in
the future.
Given the Group's size and scale it is not considered practical
or cost effective to collect and report data on carbon
emissions.
Employees
The Group operates primarily through contractors.
Notwithstanding this, the Group engages its employees to understand
all aspects of the Group's business and seeks to remunerate its
employees fairly, being flexible where practicable. The Group gives
full and fair consideration to applications for employment received
regardless of age, gender, colour, ethnicity, disability,
nationality, religious beliefs, transgender status or sexual
orientation. The Group takes account of employees' interests when
making decisions and welcomes suggestions from employees aimed at
improving the Group's performance.
The Group now operates in Togo and in the USA. It recruits
locally as many of its employees and contractors as
practicable.
The Company has three directors and one senior manager (Graham
Stacey) - all are male.
Suppliers and Contractors
The Group recognises that the goodwill of its contractors,
consultants and suppliers is important to its business success and
seeks to build and maintain this goodwill through fair dealings.
The Group has a prompt payment policy and seeks to settle all
agreed liabilities within the terms agreed with suppliers.
Health and Safety
The Board recognises that it has a responsibility to provide
strategic leadership and direction in the development of the
Group's health and safety strategy in order to protect all of its
stakeholders. The Group does not have a formal health and safety
policy at this time. This is re-evaluated as and when the Group's
nature and scale of activities expand.
This Strategic Report was approved by the Board of Directors on
23 February 2021.
Section 172 statement
The Directors believe they have acted in the way most likely to
promote the success of the Company for the benefit of its members
as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
-- Consider the likely consequences of any decision in the long term;
-- Act fairly between the members of the Company;
-- Maintain a reputation for high standards of business conduct;
-- Consider the interests of the Company's employees;
-- Foster the Company's relationships with suppliers, customers and others; and
-- Consider the impact of the Company's operations on the community and the environment.
The Company's operations and strategic aims are set out
throughout the Strategic Report and in the Chairman's Statement,
and relationships with stakeholders are also dealt with in the
Corporate Governance Statement
Russell Lamming
Director
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 30 SEPTEMBER 2020
2020 2019
GBP'000 GBP'000
Continuing operations
Revenue - -
Cost of - -
sales
--------- ---------
Gross profit - -
Recovery of costs of bulk sample - 681
Administrative and exploration
expenses (1,235) (1,147)
Loss from operating activities (1,235) (466)
--------- ---------
Finance costs (3) (5)
Net finance costs (3) (5)
--------- ---------
Share of net loss of associates (4) -
accounted for using the equity
method
--------- ---------
Results from operating activities after
finance costs (1,242) (471)
Tax - -
--------- ---------
Loss for the year from continuing
operations (1,242) (471)
Other comprehensive income - items
that may be subsequently reclassified
to profit or loss
Exchange translation on foreign operations (15) 32
Items that will not be reclassified to
profit or loss
Change in fair value of equity investments
at fair value though other comprehensive
income - (1,604)
--------- ---------
Total comprehensive loss for the
year (1,257) (2,043)
========= =========
Loss attributable to:
Owners of the Company (1,181) (514)
Non-controlling interests (61) 43
-------------- ---------
Loss for the year (1,242) (471)
============== =========
Total comprehensive loss attributable
to:
Owners of the Company (1,194) (2,091)
Non-controlling interests (63) 48
-------------- ---------
Total comprehensive loss for the
year (1,257) (2,043)
============== =========
Earnings per share from continuing and discontinued
operations
Basic and diluted loss per share (pence) (0.040) (0.022)
============== =========
From continuing operations
Basic and diluted loss per share (pence) (0.040) (0.022)
============== =========
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2020
2020 2019
GBP'000 GBP'000
Assets
Property, plant and equipment 263 332
Intangible assets 1,069 1,051
Investments accounted 1,622 -
for using the equity method
Non-current assets 2,954 1,383
--------- ---------
Other investments - 9,923
Trade and other receivables 83 35
Cash and cash equivalents 438 184
--------- ---------
Current assets 521 10,142
--------- ---------
Total assets 3,475 11,525
========= =========
Equity
Share capital 487 7,266
Share premium 2,637 10,938
Other reserves 16 3,426
Retained earnings/(deficit) 8 (10,310)
--------- ---------
Equity attributable to owners
of the Company 3,148 11,320
Non-controlling interests (140) (76)
--------- ---------
Total equity 3,008 11,244
--------- ---------
Liabilities
Trade and other payables 467 281
--------- ---------
Current liabilities 467 281
--------- ---------
Total liabilities 467 281
--------- ---------
Total equity and liabilities 3,475 11,525
========= =========
The financial statements were approved by the Board of Directors
and authorised for issue on 23 February 2021. They were signed on
its behalf by:
Brian Moritz, Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 SEPTEMBER 2020
Attributable to owners of the Company
Share Share Share Exchange Financial Retained Total Non-controlling Total
capital premium option reserve assets earnings/(deficit) interests equity
/warrant at
reserve FVOCI GBP'000
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
GBP'000
Balance at 1
October
2019 7,266 10,938 - (33) 3,459 (10,310) 11,320 (76) 11,244
Loss for the
year - - - - - (1,181) (1,181) (61) (1,242)
Other
comprehensive
income - - - (16) - 4 (12) (3) (15)
----------
Total
comprehensive
loss
for the year - - - (16) - (1,177) (1,193) (64) (1,257)
-------- --------- --------- --------- ---------- ------------------- --------- ---------------- --------
Capital
reduction (7,023) (10,938) - - - 17,961 - - -
Demerger and
recycling
of OCI reserve - - - - (3,459) (6,464) (9,923) - (9,923)
Issue of
ordinary
shares 244 2,718 - - - - 2,962 - 2,962
Costs of share
issue - (81) - - - - (81) - (81)
Share-based
payment
transactions - - 63 - - - 63 - 63
Transfer - - - 2 - (2) - - -
Transactions
with owners,
recognised
directly in
equity (6,779) (8,301) 63 2 (3,459) 11,495 (6,979) - (6,979)
--------- --------- --------- ---------- ------------------- --------- ---------------- --------
Balance at 30
September 2020 487 2,637 63 (47) - 8 3,148 (140) 3,008
======== ========= ========= ========= ========== =================== ========= ================ ========
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 SEPTEMBER 2019
Attributable to owners of the Company
Share Share Share Exchange Financial Retained Total Non-controlling Total
capital premium option reserve assets deficit interests equity
reserve at FVOCI GBP'000
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1
October
2018 7,064 10,358 108 (36) 5,063 (10,006) 12,551 (124) 12,427
Loss for the year - - - - - (514) (514) 43 (471)
Other comprehensive
income - - - 3 (1,604) 24 (1,577) 5 (1,572)
-------- -------- -------- --------- ---------- --------- -------- ---------------- --------
Total comprehensive
loss for
the year - - - 3 (1,604) (490) (2,091) 48 (2,043)
-------- -------- -------- --------- ---------- --------- -------- ---------------- --------
Issue of ordinary
shares 202 607 - - - - 809 - 809
Costs of share
issue - (27) - - - - (27) - (27)
Share-based payment
transactions - - 78 - - - 78 - 78
Transfer reserve in
respect
of warrants lapsed - - (186) - - 186 - - -
Total transactions
with
owners, recognised
directly
in equity 202 580 (108) - - 186 860 - 860
-------- -------- --------- ---------- --------- -------- ---------------- --------
Balance at 30
September
2019 7,266 10,938 - (33) 3,459 (10,310) 11,320 (76) 11,244
======== ======== ======== ========= ========== ========= ======== ================ ========
The available for sale assets reserve at 30 September 2018 has
been reclassified to financial assets at FVOCI on adoption of IFRS
9.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 30 SEPTEMBER 2020
2020 2019
GBP'000 GBP'000
Cash flows from operating
activities
Loss from operating activities (1,242) (471)
Adjustments for:
Depreciation and amortisation 76 28
Share of loss of equity accounted associate 4 -
Compensation on cancellation of SARS scheme 120 -
Equity-settled share-based payments 63 78
Impairment - 155
Foreign exchange differences (39) 36
(1,018) (174)
Changes in:
- trade and other receivables 2 (19)
- trade and other payables 278 (18)
Cash generated by/(used in) operating
activities (738) (211)
Finance costs - -
Taxes paid - -
Net cash generated by/(used in) operating
activities (738) (211)
--------- ---------
Cash flows from investing
activities
Acquisition of property, plant and
equipment - (127)
Exploration and licence expenditure (1) (18)
Investment in associate (938) -
Net cash used in investing
activities (939) (145)
--------- ---------
Cash flows from financing
activities
Net proceeds from issue of share
capital 1,931 323
Net cash flows from financing
activities 1,931 323
--------- ---------
Net (decrease)/increase in cash and cash
equivalents 254 (33)
Cash and cash equivalents at beginning
of year 184 217
Cash and cash equivalents at 30
September 438 184
========= =========
The following significant non-cash transactions took place in
the year ended 30 September 2020:
-- Shares were issued to settle a total of GBP899,000 due to
creditors and certain directors, which includes amounts previously
advanced to Falcon Isle by certain directors totalling
$700,000.
-- Under the Company's capital reduction scheme, following
approval by shareholders and by the High Court, the Company's
entire holding of ordinary shares in Calidus was transferred to the
Company's shareholders.
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2020
2020 2019
GBP'000 GBP'000
Assets
Property, plant and equipment - -
Investments 1,622 -
Non-current assets 1,622 -
--------- ---------
Other investments - 9,923
Loans 1,534 1,379
Trade and other receivables 70 34
Cash and cash equivalents 428 175
--------- ---------
Current assets 2,032 11,511
--------- ---------
Total assets 3,654 11,511
========= =========
Equity
Share capital 487 7,266
Share premium 2,637 10,938
Other reserves 63 3,459
Retained earnings/(deficit) 285 (10,401)
--------- ---------
Total equity attributable to owners of
the Company 3,472 11,262
Liabilities
Trade and other payables 182 249
--------- ---------
Current liabilities 182 249
--------- ---------
Total liabilities 182 249
--------- ---------
Total equity and liabilities 3,654 11,511
========= =========
The Company has elected to take the exemption under Section 408
of the Companies Act 2006 from presenting the Parent Company profit
and loss account. The Parent Company loss for the period was
GBP811,000 (2019: loss of GBP711,000).
The financial statements of Keras Resources PLC, company number
07353748, were approved by the Board of Directors and authorised
for issue on 23 February 2021. They were signed on its behalf
by:
Brian Moritz, Director
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Share Share Share option Financial Retained Total
capital premium /warrant assets at earnings/ equity
reserve FVOCI (deficit)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
GBP'000
Balance at 1 October 2018 7,064 10,358 108 5,063 (9,876) 12,717
Loss for the year - - - - (711) (711)
Other comprehensive income - - - (1,604) - (1,604)
----------- -----------
Total comprehensive loss
for the year - - - (1,604) (711) (2,315)
--------- --------- ------------- ----------- ----------- ----------
Issue of ordinary shares 202 607 - - - 809
Costs of share issue - (27) - - - (27)
Share-based payment
transactions - - 78 - - 78
Transfer reserves in respect
of warrants
lapsed - - (186) -- 186 -
---------
Transactions with owners,
recognised directly
in equity 202 580 (108) - 186 860
--------- --------- ------------- ----------- ----------- ----------
Balance at 30 September 2019 7,266 10,938 - 3,459 (10,401) 11,262
========= ========= ============= =========== =========== ==========
Balance at 1 October 2019 7,266 10,938 - 3,459 (10,401) 11,262
Loss for the year - - - - (811) (811)
Other comprehensive income - - - - - -
-------- ---------
Total comprehensive loss for the year - - - - (811) (811)
-------- --------- ---- -------- --------- --------
Capital reduction (7,023) (10,938) - 17,961 -
Demerger and recycling of OCI reserve - - - (3,459) (6,464) (9,923)
Issue of ordinary shares 244 2,718 - - - 2,962
Costs of share issue - (81) - - - (81)
Share-based payment transactions - - 63 - - 63
Transactions with owners, recognised directly
in equity (6,779) (8,301) 63 (3,459) 11,497 (6,979)
-------- --------- ---- -------- --------- --------
Balance at 30 September 2020 487 2,637 63 - 285 3,472
======== ========= ==== ======== ========= ========
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
2020 2019
GBP'000 GBP'000
Cash flows from operating
activities
Loss from operating activities (811) (711)
Adjustments for:
Depreciation - -
Share of loss of associate 4 -
Impairment/write off of
loan 4 159
Compensation on cancellation of SARS 120 -
scheme
Equity-settled share-based
payments 63 78
Changes in:
- trade and other receivables 14 (19)
- trade and other payables 25 (39)
Cash generated by/(used in) operating
activities (581) (532)
Finance costs - -
Net cash generated by (used in)
operating activities (581) (532)
--------- ---------
Cash flows from investing
activities
Acquisition of property, - -
plant and equipment
Investment in associate (938) -
--------- ---------
Net cash used in investing (938) -
activities
--------- ---------
Cash flows from financing
activities
Net proceeds from issue of
share capital 1,931 323
Loans (to)/repaid by subsidiaries (159) 176
Net cash flows from financing activities 1,772 499
--------- ---------
Net increase/(decrease) in cash and cash
equivalents 253 (33)
Cash and cash equivalents at beginning
of year 175 208
Cash and cash equivalents at 30
September 428 175
========= =========
The following significant non-cash transactions took place in
the year ended 30 September 2020:
-- Shares were issued to settle a total of GBP899,000 due to
creditors and certain directors, which includes amounts previously
advanced to Falcon Isle by certain directors totalling
$700,000.
-- Under the Company's capital reduction scheme, following
approval by shareholders and by the High Court, the Company's
entire holding of ordinary shares in Calidus was transferred to the
Company's shareholders.
**ENDS**
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February 24, 2021 02:00 ET (07:00 GMT)
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