TIDMKOD
RNS Number : 4802L
Kodal Minerals PLC
06 September 2023
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the UK Market Abuse Regulations
Kodal Minerals Plc / Index: AIM / Epic: KOD / Sector: Mining
Kodal Minerals plc
("Kodal" or the "Company" and together with its subsidiaries,
the "Group")
Final Results & Notice of Annual General Meeting
Kodal Minerals, the mineral exploration, and development company
focused on lithium and gold assets in West Africa, announces its
final results for the year ended 31 March 2023.
The Company's Annual Report and Accounts will be made available
on the Company's website www.kodalminerals.com sh ortly. The
Company's annual general meeting ("AGM") will be held at 11:00am on
29 September 2023 at Fieldfisher LLP, 9th Floor, Riverbank House, 2
Swan Lane, London EC4R 3TT.
Operational Highlights
Bougouni Lithium Project, Mali ("Bougouni" or the Project")
-- US$117.75 million funding package agreed with Hainan Mining
Co. Limited ("Hainan") a subsidiary of Fosun International Limited
("Fosun") and its industrial platform for mining and resources:
o US$65 million reserved to fully fund the cost of the Dense
Media Separation (DMS) Project targeting delivery of first
production within 12 months of receipt of funds.
o Additional funds will be deployed to:
-- increase the Bougouni Lithium Project's JORC compliant
resource inventory currently at 21Mt @ 1.11% Li2O and extend the
mine life; and
-- Support the development of the flotation plant expansion
project which has the potential to increase spodumene production
from 125,000 to over 300,000tpa and deliver life of mine (8.5
years) revenue exceeding US $2.15bn.
-- DMS Project development scenario presented:
o Low capital development cost estimated at US$65 million;
o Payback of two months from commencement of operations;
o NPV(7%) of approximately US$420 million post tax;
o Over 130,000tpa production of spodumene concentrate with an
initial 4-year mine life;
o DMS operation revenue exceeds US$1.05bn in less than four
years based on broker consensus pricing averaging US$2,080 per
tonnes.
-- Bougouni is fully permitted for development and construction
once funding package is completed - long stop date for funding
package is 30 September 2023.
Gold Portfolio
-- Progress towards establishing a maiden resource at Niéllé, in
northern Côte d'Ivoire, based on an identified anomalous trend
extending over 4.5km and which remains open along strike.
-- Intercepts from Niéllé include: 26m @ 1.95 g/t Au from 32m,
and 26m @1.79 g/t Au from 108m.
-- Further resource definition activities at Fatou, in southern
Mali, which has a historical resource estimate of 350 koz Au.
-- Recent drill intercepts from Fatou include 23m @ 1.63 g/t Au
from 82m, and 6m @ 1.49 g/t Au from 40m.
Financial and Corporate Highlights
-- Group loss before other comprehensive income for the year of GBP1,461,000 (2022: GBP903,000).
-- 27% increase in exploration and evaluation expenditure of GBP3,227,000 (2022: GBP2,547,000).
-- 37% increase in the value of the gold projects in Mali and
Cote d'Ivoire to GBP3,306,000 (2022: GBP2,411,000).
-- 24% increase in value of the lithium projects in Mali to GBP11,216,000 (2022: GBP9,031,000).
-- Cash balance of GBP545,000 as at 31 March 2023 (2022: GBP1,046,000).
-- Post period end, in August 2023, a conditional prepayment of
US$3,500,000 was received as part of the funding package with
Hainan.
-- Cash balance of GBP1,984,000 as at 31 August 2023
Commenting on the results, Bernard Aylward, CEO of Kodal
Minerals said:
" We are now on the final furlong with our pre-construction
activities at Bougouni and are well positioned to break ground and
start building our mine once our funding transaction with Hainan
has been finalised in the coming weeks. We have been working
extremely closely with the teams at Hainan and Fosun over recent
months, and we are grateful for their continued support as we look
to close out the final conditions precedent of our joint agreement.
All parties are eager to start construction work and we are
confident that this can now be expected in short order, as we look
to deliver first production from our DMS plant in 2024.
"The coming weeks and months are set to be extremely active for
us and I look forward to keeping shareholders updated as we begin
our transition from developer to lithium producer."
For further information, please visit www.kodalminerals .com or
contact the following:
Kodal Minerals plc
Bernard Aylward, CEO Tel: +61 418 943
345
Allenby Capital Limited, Nominated Adviser
Jeremy Porter/Vivek Bhardwaj/Nick Harriss Tel: 020 3328
5656
SP Angel Corporate Finance LLP, Financial
Adviser & Joint Broker Tel: 020 3470
John Mackay/Adam Cowl 0470
Canaccord Genuity UK LLP, Joint Broker
James Asensio/Gordon Hamilton Tel: 020 7523
4680
St Brides Partners Ltd, Financial PR Tel: 020 7236
Susie Geliher/Ana Ribeiro 1177
CHAIRMAN'S STATEMENT
I am pleased to present the Annual Report of Kodal Minerals plc
("Kodal" or the "Company" and together with its subsidiaries, the
"Group") for the year ended 31 March 2023.
We had two main pillars to our strategy during the year -
firstly, to demonstrate that our Bougouni Lithium Project
("Bougouni Project", "Bougouni" or the "Project") is a high-quality
asset with the requisite operational and commercial attributes to
bring to production, and secondly, to agree a financing package to
bring that to realisation. I am very proud to say that our team has
succeeded on both counts. The Company had many parties interested
in negotiating for participation in the future of the Bougouni
Lithium Project. We are very pleased to have secured an excellent
agreement that provides full funding for the development of a
mining operation and additional support for the ongoing exploration
and development of our highly prospective and extensive land
position in southern Mali. The final piece of the agreement is a
direct investment into Kodal Minerals Plc that provides funding for
the Company to undertake significant growth and assessment of
additional opportunities.
Since the acquisition in 2016 of Kodal's most advanced asset,
the Bougouni Lithium Project in southern Mali, the Kodal team has
worked determinedly to prove up a sizeable resource, undertake test
work to confirm an attractive spodumene product for offtake
partners, and position itself to be one of the first West African
lithium producers by securing key permits early in the development
process. This committed and multi-stranded work programme has
ensured that Kodal has remained at the front of the pack.
Our ambition of becoming a lithium producer in the near-term is
now a reality thanks to the US$117.75 million financing agreement
between the Company, Kodal Mining UK Limited ("KMUK") and Hainan
Mining Co. Limited ("Hainan") and its wholly owned UK-incorporated
subsidiary Xinmao Investment Co. Limited ("Xinmao", and together
the "Hainan Group") announced on 19 January 2023. Hainan is a
subsidiary of Fosun International Limited ("Fosun") and is the
industrial platform for mining and resources within Fosun. Kodal
has welcomed the Hainan Group our partners for the development of
the Bougouni Lithium Project and we are continuing to work together
to ensure conditions precedent can be satisfied. Together the
parties are fully committed to the completion of the funding
transaction as soon as possible.
Kodal and the Hainan Group have spent a lot of time working
together and finalising plans for the development of the project
with activities including additional metallurgical testwork,
engineering planning and review and finalisation planning for the
proposed Dense Media Separation ("DMS") development. This team
development will stand the project in good stead when financing is
complete and the actual groundwork commences on site.
As shareholders will be aware, countries and major end users
around the world are seeking to diversify lithium supply chains
given the critical role the mineral plays in the energy transition.
Research suggests that in Europe alone, 38 new gigafactories are
being developed which could total 400-700 GWh of annual battery
manufacturing capacity by the middle of this decade. To meet this
ambitious target, new sources of lithium are absolutely
critical.
Set against this dramatic demand backdrop, lithium prices have
surged over the past two years, rising tenfold, then correcting in
the first half of 2023. The lithium spot price has retracted from
the very rapid highs and some analyst and reporting headlines may
have certainly concerned investors. Whilst a lithium price of over
$6,000/t of spodumene concentrate containing up to 6% Lithium Oxide
("Li2O") would make Bougouni even more profitable, it should be
reassuring to shareholders that the Kodal team took a conservative
approach to its pricing forecasts, factoring a life of mine average
concentrate price for the DMS development scenario of US$2,080/t,
which still delivers payback within three months. The significant
upside to this should be clearly evident, particularly when, at the
date of writing, the 6% Li2O spodumene concentrate price of
US$3,600/t FOB is reported.
It is into this strong market, which analysts believe will
continue to tighten over the mid- to long-term as demand outstrips
new supply, we look to bring the Bougouni Lithium Project into
production. We have an ambitious schedule for production, targeting
commissioning and first production in 2024.
The economic fundamentals of the initial DMS development that
define the phase 1 development of the project are highly
compelling. However it is also important to recognise the future
value uplift driven firstly by the development of the larger phase
2 spodumene flotation plant that significantly expands the
spodumene concentrate production, and secondly by the focused,
well-funded, exploration and expansion drilling that is supported
by the financing package.
Kodal is fully focused on achieving first production through our
DMS operation at Bougouni. Kodal will be in a great position
following completion of the financing package with our partners the
Hainan Group and the Board has longer-term growth plans for the
Company leveraging our West African knowledge, our technical
expertise and our ability to acquire, explore and develop new
exploration projects.
I would like to take this opportunity to thank our shareholders
for their long-term support and interest in the Company, and also
to the Kodal team for their diligence, commitment and tenacity in
achieving our goals.
Robert Wooldridge
Non-executive Chairman
5 September 2023
OPERATIONAL REVIEW
Kodal has developed a portfolio of exploration and development
assets in West Africa, including its most advanced asset, the
Bougouni Lithium Project in southern Mali, and a number of gold
exploration assets in Mali and Côte d'Ivoire. Kodal's management
has continued to ensure that all government compliance, reporting
and fees are kept up to date and all concessions are retained in
good standing.
Mining Licence and Exploration Concession Review
Kodal's most advanced asset, the Bougouni Lithium Project, is
located in southern Mali. Kodal was granted the Foulaboula Permis
d'Exploitation number No2021-0774/PM-RM ("Mining Licence") in
November 2021. This covered the proposed open-pit mining and
processing operation at Bougouni, making the Project fully
permitted for development and construction.
The Mining Licence is valid for an initial 12-year term and
renewable in ten-year blocks until all resources are depleted. The
Mining Licence is granted under the 2019 Mining Code and extends
over a 97.2 square km area that will be a focus for Kodal's
exploration programme to delineate further resources to prolong the
Bougouni Lithium Project mine life.
Bougouni Lithium Project - Mining Licence details:
Tenements Country Kodal Economic Project / Validity
Ownership Joint Venture
Foulaboula Mali 100% ownership Bougouni Lithium Mining Licence Ndeg2021-0774/PM-RM
(prior to Mali Project of November 5 2021.
State's participation) Permit is valid
/ 10% free for an initial 12
carried + up years, renewable
to 10% contributing in periods of 10
interest years until depletion
of the resources
-------- ------------------------ ----------------- -----------------------------------
As detailed above, Kodal announced the financing package with
the Hainan Group on 19 January 2023. At completion of the financing
package, the Hainan Group will acquire a 51% shareholding in
Kodal's newly incorporated UK subsidiary, Kodal Mining UK Limited
("KMUK"), the company formed to be the developer of the Bougouni
Lithium mine through its 100% owned Malian subsidiary mining
company Les Mines de Lithium de Bougouni ("LMLB").
On completion of the financing package with the Hainan Group,
Kodal will have economic interest of 49% of the Foulaboula mining
licence prior to Mali State's participation.
Table of Concessions - Kodal Lithium Concessions in Mali:
Tenements Country Kodal Economic Project / Validity
Ownership Joint Venture
Dogobala Mali 100% economic Bougouni Lithium Licence valid and
interest Project in good standing.
Arrêté
number 2018-1115
granted on 13 April
2018 for initial
3-year period, with
option for 2 extensions
of 2 years validity
each
Application for
first renewal has
been lodged and
all fees paid.
Renewal approval
pending
-------- ------------------- ----------------- ----------------------------
Sogola Nord Mali 100% economic Bougouni Lithium Licence valid and
interest Project in good standing.
Arrêté
number 2020-0072
granted 22 January
2020 for an initial
3-year period, with
option for 2 extensions
of 2 years validity
each. Application
for first renewal
has been lodged,
renewal approval
is pending.
Licence area modified
during 2020 to account
for the future Foulaboula
Mining Licence.
-------- ------------------- ----------------- ----------------------------
Fariédélé Mali 100% economic Bougouni Lithium Licence valid and
interest Project in good standing.
Arrêté
number 2020-0073
granted 22 January
2020 for an initial
3-year period, with
option for 2 extensions
of 2 years validity
each. Application
for first renewal
has been lodged,
renewal approval
is pending.
Licence area modified
during 2020 to account
for the future Foulaboula
Mining Licence.
-------- ------------------- ----------------- ----------------------------
Mafélé Mali 1.4% gross Bougouni West Transaction with
Ouest royalty from Lithium Leo Lithium Completed
future revenue
and right to
be issued an
equity carried
interest of
15% in any
exploitation
company set
up for the
Concession.
-------- ------------------- ----------------- ----------------------------
N'Kéméné Mali 100% Economic Bougouni West Final transaction
Ouest interest Lithium with Leo Lithium
On completion pending renewal
of Bougouni of N'Kéméné
West transaction Ouest concession
retained interest by Mali Government
will be:
1.4% gross
royalty from
future revenue
and right to
be issued an
equity carried
interest of
15% in any
exploitation
company set
up for the
Concession.
-------- ------------------- ----------------- ----------------------------
The Bougouni Lithium Project concessions surround the Foulaboula
mining licence and will be explored for additional pegmatite hosted
resources that can be added to the mining inventory. The
concessions are all in good standing, and exploration completed to
date by Kodal has indicated priority sites for additional
exploration within the concessions.
Kodal reached an agreement post period end to sell its Bougouni
West concessions, which do not form part of the main Bougouni
Project, to ASX listed Leo Lithium Ltd ("Leo Lithium") for a total
cash consideration of GBP2.5 million subject to all agreements
being executed, with Kodal to receive GBP2.0 million and the
original concession holder Bambara Resources SARL ("Bambara") to
receive GBP0.5 million.
Table of Concessions - Kodal Gold Concessions in West
Africa:
Tenements Country Kodal Economic Project / Validity
Ownership Joint Venture
Boundiali Côte 100% direct Gold Exploration Licence application
d'Ivoire ownership submitted and in process.
(under application) Application updated
during 2020 and application
remains in good standing.
---------- ---------------------- ------------------ ------------------------------
Korhogo Côte 100% direct Gold Exploration Licence valid and
d'Ivoire ownership in good standing.
Renewal granted on
31 March 2020 for
a 3 year-term. Application
for extension has
been lodged.
---------- ---------------------- ------------------ ------------------------------
Dabakala Côte 100% direct Gold Exploration Licence valid and
d'Ivoire ownership in good standing.
Renewal granted on
31 March 2020 for
a 3 year-term. Application
for extension has
been lodged.
---------- ---------------------- ------------------ ------------------------------
Niéllé Côte 100% direct Gold Exploration Licence valid and
d'Ivoire ownership in good standing.
Initial licence expired
on 7 January 2017,
and Renewal decree
received on the 28
February 2018 for
a 3 year- period.
Second Renewal decree
received 18 December
2020 for a 3 year-period.
---------- ---------------------- ------------------ ------------------------------
Tiebissou Côte 100% direct Gold Exploration Licence valid and
d'Ivoire ownership in good standing.
Initial term expired
30 September 2018.
An application for
renewal has been lodged,
fees paid and approved.
Renewal decree is
pending signature.
---------- ---------------------- ------------------ ------------------------------
M'Bahiakro Côte 100% direct Gold Exploration Licence application
d'Ivoire ownership submitted and in process.
(under application) Application updated
during 2020 and application
remains in good standing.
---------- ---------------------- ------------------ ------------------------------
Djelibani Mali 100% direct Gold Exploration Licence valid and
Sud ownership in good standing.
Arrêté number
2021-5133/MMEE-SG
granted on 28 December
2021 for an initial
3 year-period, with
option for 2 extensions
of 3 years validity
each. All taxes have
been paid.
---------- ---------------------- ------------------ ------------------------------
Nangalasso Mali 100% direct Nangalasso Nangalasso arrêté
ownership Project completed second renewal
following Gold Exploration on 4 February 2021.
completion A new Convention application
of option covering the same
payments permit has been lodged
with the DNGM and
is awaiting approval.
---------- ---------------------- ------------------ ------------------------------
Sotian Mali Completed Nangalasso Arrêté number
option agreement Project 2018-1925 granted
and is 100% Gold Exploration on 12 June 2018 for
beneficial initial 3 years period,
owner of concession. with option for 2
extensions of 3 years
validity each
First renewal has
been approved
---------- ---------------------- ------------------ ------------------------------
Tiedougoubougou Mali Kodal completed Nangalasso Arrêté number
option agreement Project 2018-3319 granted
and is 100% Gold Exploration on 4 September 2018
beneficial for initial 3 years
owner of concession period, with option
for 2 extensions of
3 years validity each.
Application for first
renewal has been lodged
and all fees paid.
Renewal approval pending
---------- ---------------------- ------------------ ------------------------------
Fininko Mali Held through Fatou Project Licence in good standing.
option agreement Gold Exploration First renewal granted
giving right by Arrêté
to acquire number 2021-2876/MMEE-SG
100% ownership of 6 August 2021 for
a period of 3 years.
---------- ---------------------- ------------------ ------------------------------
Foutiere Mali Held through Fatou Project Licence in good standing.
option agreement Gold Exploration Arrêté number
giving right 2017-0170/MM-SG of
to acquire 2 February 2017.
100% ownership Application for second
three-year renewal
has been lodged and
all fees and taxes
have been paid.
Renewal approval pending.
---------- ---------------------- ------------------ ------------------------------
Bougouni Lithium Project Development Status
The Bougouni Project is now approaching construction readiness
following the granting of an Environmental Permit in November 2019,
a large-scale Mining Licence in November 2021 and securing a
financing package (as announced on 19 January 2023).
The Company is implementing a two-phase approach at Bougouni;
the first comprising a DMS plant and the second, a larger flotation
plant.
The DMS development scenario, announced in September 2022,
demonstrated highlights including:
-- Capital development cost for the DMS plant and all associated
infrastructure and commencement of mining is estimated at US$65
million;
-- Estimated NPV@7% of approximately US$557 million (US$420 million post-tax);
-- A payback period of three months (based on full equity
financing) from commencement of operations.
The DMS option is based on:
-- Processing material from the Ngoualana deposit feeding 1Mtpa
of lithium ore to a DMS processing plant;
-- Utilising a conventional circuit to maximise spodumene
recovery of over 130,000 tonnes per annum of spodumene concentrate;
and
-- An initial four-year mine life.
The DMS operation has a revenue forecast expected to exceed
US$1.05 billion in less than four years, based on prevailing broker
consensus pricing averaging US$2,080 per tonne (FOB basis). The DMS
operation targets production of a 5.5% Li2O spodumene concentrate
product which is consistent with other producers currently active
in the market.
The future expansion of Bougouni is expected to continue with
the construction and commissioning of a down-stream flotation plant
expected to be supported by utilising the DMS plant cashflows in
order to exploit the resources at Sogola-Baoulé and Boumou, as well
as longer term exploration prospects.
The updated Feasibility Study for the flotation plant, announced
in June 2022, confirmed a very robust project with key metric
highlights including:
-- NPV@7% of US$760M (US$567M post-tax) compared to US$293M
(US$201M post tax) in the original Feasibility Study.
-- Life of mine (8.5 years) revenue exceeding US$2.145 billion
based on an average sell price of US$1,060 per tonne (FOB
basis).
-- C1* cash costs of US$362 per tonne of 6% Li2O spodumene
concentrate ("SC6"), and costs of US$474 per tonne including
transportation and other selling costs.
-- Total production of 2,024,000 tonnes with an annual average
production of 238,000 tonnes.
-- Capital cost of US$154 million.
* C1 cash cost includes all mining, processing and all general
and administration costs per tonne sold, and additional to that the
costs of transport to port and associated selling costs
Bougouni Lithium Project Resource Expansion
In March 2023, the Company launched a drilling campaign across
the Boumou, Bougouni South and Ngoualana prospects with the
objective of enhancing the current JORC Resource inventory and
further extending the mine life of the asset.
Post period end, the Company reported assay results from the
drilling programme which confirmed the identification of further
high-grade mineralisation and the extension of wide high-grade
pegmatite zones.
Highlights included the confirmation of further wide, high-grade
extensions at the Boumou prospect with significant results
including 24m at 1.13% Li2O from 55m (including 8m at 1.37% Li2O
from 55m). The Boumou prospect has been declared as a high priority
target for further drilling to extend and define the pegmatite
bodies to allow a new resource estimate to be completed.
Results from the Bougouni South target drilling programme also
returned significant lithium mineralised intersections including
11m at 1.14% Li2O from 71m and 6m at 1.48% Li2O from 101m. This
drilling confirmed extensive pegmatite veins at Bougouni South that
require additional exploration including diamond drilling to
determine structural controls and extent of mineralisation.
At the Ngoualana prospect, diamond drill holes were completed
along the strike of the orebody to obtain variability test samples
and returned wide high-grade intersections up to 37m at 2.17% Li2O
from 3m to end of hole in drill hole MT004.
Off-take Arrangements
Kodal agreed a binding term sheet with Suay Chin in March 2017
which contemplates that the parties will negotiate an extended
off-take agreement for between 80% and 100% of the spodumene
product produced at Bougouni for a period of three years. The
off-take term sheet sets out certain agreed off-take principles
that are to be included in the off-take agreement including the
parties agreeing to buy and sell the contract quantity as well as
the formal agreement including a right to match any third party
off-take terms agreed for a period of three years following the
expiry of the formal agreement. Whilst a formal agreement has not
been entered into, Suay Chin retains the first right of refusal for
a period of three years from first production of product from
Bougouni whereby Kodal may not enter into any agreement with a
third party to sell more than 20% of future production from
Bougouni without having first offered to sell the production to
Suay Chin on the terms offered by the third party.
As part of the financing package announced on 19 January 2023,
the Company has agreed a 12-month exclusivity period during which
Kodal and the Hainan Group will seek to negotiate an off-take
agreement over that portion of spodumene production from Bougouni
which KMUK is able to sell without breaching its prior agreement
with Suay Chin or triggering any existing rights of first
refusal.
Gold Exploration Projects
The primary focus during the year under review has been
advancing the technical and corporate aspects of project
development at the Bougouni Lithium Project, however the Company
remains committed to the future exploration and resource
development of its gold properties.
In particular, the Board will focus on the progression towards
establishing a maiden resource in the near-term for Niéllé, in
northern Côte d'Ivoire, where we have identified an anomalous trend
extending over 4.5km and which remains open along strike.
Intercepts from previous drilling include: 26m @ 1.95 g/t Au from
32m, and 26m @1.79 g/t Au from 108m. Of equal importance is Fatou,
in southern Mali, which has a historical resource estimate of 350
koz Au. Recent drill intercepts from Fatou include 23m @ 1.63 g/t
Au from 82m, and 6m @ 1.49 g/t Au from 40m.
Importantly, Kodal will be well funded to advance these gold
properties without further dilution to shareholders following
Hainan's subscription for new shares in Kodal, which will deliver
US$17.75 million in new capital. Some of these funds will be
directed towards a comprehensive exploration programme across our
priority targets in Côte d'Ivoire and Mali, as well as the
assessment of new exploration and development opportunities in West
Africa.
A draft budget has been prepared to undertake a major
exploration campaign at Fatou, Nielle and Dabakala with the aim of
defining significant new gold resources. The exploration programmes
will include detailed geological review, geochemical sampling,
geophysical surveys, and extensive drilling campaigns.
Bernard Aylward
Chief Executive Officer
5 September 2023
FINANCE REVIEW
Results of operations
For the year ended 31 March 2023, the Group reported a loss
before other comprehensive income for the year of GBP1,461,000,
including share-based payment costs of GBP517,000 (2022:
GBP343,000), compared to a loss of GBP903,000 in the previous year.
Administrative expenses have increased compared to last year as
corporate activity has increased with negotiations surrounding the
future of the Bougouni Project. The Group has continued to run the
offices in Mali and Côte d'Ivoire and significant additional
exploration activity for both gold and lithium was undertaken
during the year. Further information is provided in the Operational
Review above.
During the year, the Group invested GBP3,227,000 (2022:
GBP2,547,000) in exploration and evaluation expenditure on its
various projects and GBP513,000 of expenditure on the Bougouni West
project was reclassified as held for sale. As a result, the
carrying value of the Group's capitalised exploration and
evaluation expenditure increased from GBP11,442,000 to
GBP14,522,000 after taking account of the effects of foreign
exchange. At 31 March 2023, after taking account of the effects of
foreign exchange, the carrying value of the gold projects in Mali
and Côte d'Ivoire was GBP3,306,000 (2022: GBP2,411,000) and of the
lithium projects in Mali was GBP11,216,000 (2022:
GBP9,031,000).
Cash balances as at 31 March 2023 were GBP545,000, a decrease of
GBP501,000 on the previous year's level of GBP1,046,000. Net assets
of the Group at the year-end were GBP14,883,000 (2022:
GBP12,091,000).
Financing
On 4 May 2022 the Company announced that it raised GBP3,000,000
(before expenses) via a subscription for 130,142,857 shares and an
oversubscribed placing of 941,285,712 shares at a price of 0.28
pence per Placing Share (the 'Placing'). The funds raised supported
Kodal in the continuing development and preparation for financing
and construction of its flagship Bougouni Lithium Project in
Mali.
On 3 August 2023, the Company announced the prepayment of
US$3,500,000 of the subscription agreement entered into as part of
the funding package with Hainan. The prepayment is repayable or
convertible into new ordinary shares of the Company should the
funding package not proceed. The Company has sole discretion over
the use of the funds including for general working capital.
Going concern and funding
The Group has not earned revenue during the year to 31 March
2023 as it is still in the exploration and development phases of
its business. The operations of the Group are currently being
financed from funds which the Company has raised from the issue of
new ordinary shares. On 31 August 2023 the group has cash at bank
amounting to GBP1,984,000.
In January 2023 the Group signed binding agreements with Hainan
to enter into a joint venture to develop the Bougouni Lithium
Project. Under these agreements, Hainan will subscribe for equity
in the joint venture vehicle amounting US$100 million; they will
also subscribe for equity of US$17.75m in the ordinary shares of
Kodal Minerals Plc, plus the immediate repayment to the Company for
historical development expenses amounting to US$5.66m, the
agreements together being the Financing Transaction.
Completion of the Financing Transaction is subject to meeting
various conditions precedent including Hainan receiving formal
Government approval for the investment and Kodal completing a
restructure of its Mali subsidiary holdings. At the date of this
report, it is noted that Hainan has received all necessary
approvals from the Chinese Government authorities to allow it to
complete its funding and investment including "Overseas Project
Investment Filing Certificates" from the Hainan Province National
Development and Reform Commission ("NDRC") and Company Overseas
Investment Certificate from the Department of Commerce of Hainan
Province.
Kodal has continued with the restructuring of its subsidiary
companies and confirms that the new mining company Les Mines de
Lithium de Bougouni has been fully registered and the Mali DNGM
notified that this new company will be the owner and operator of
the mining licence. In addition, the Company has completed the
restructure of Future Minerals SARL such that all of Kodal's
lithium assets in Mali are now 100% owned by Kodal Mining UK
Limited (the joint venture vehicle for Kodal and Hainan to develop
the Bougouni Lithium project). Kodal is continuing to work with the
relevant authorities to finalise all regulatory matters to allow
completion of the Financing Transaction.
Both Hainan and the Company remain committed to the Financing
Transaction and Hainan has recently advanced to the Company a
US$3.5m prepayment on its subscription for ordinary shares in the
Company. The long stop date for finalising the conditions precedent
has been extended several times by mutual consent and the parties
continue to work together to expedite the completion of the
Financing Transaction at the earliest opportunity.
The Group has prepared cash flow forecasts for the period ending
30 September 2024 under several scenarios, including on the basis
that the Hainan transaction completion is delayed for several more
months and also that the Hainan transaction does not proceed. Under
both of these scenarios the Group will require further funding
within the foreseeable future.
The directors are confident of raising sufficient funding to
cover ongoing expenditure and overheads, based on indications from
Hainan that they would make further prepayments available, and/or
the Group will be able to raise further equity given the quality of
the Bougouni lithium project, continuing interest from potential
investors and finance providers, and forecasts showing continuing
strong demand and pricing for spodumene and lithium. Although the
Group has been successful in the past obtaining additional funding,
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 a material
uncertainty that may cast doubt on the Group's ability to continue
as a going concern. The consolidated statements for the year ended
31 March 2023 have been prepared on a going concern basis as the
Board is of the opinion that the group will be successful in
completing the Hainan transaction in the near future and/or
securing further funding in order to meet its liabilities as they
fall due for at least 12 months from the date of signing these
accounts. Accordingly, these consolidated financial statements do
not include any 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.
Utilising key performance indicators ("KPIs")
The following KPIs are used by the Group to assist it in
monitoring its cash position and assessing costs and exploration
and development activities:
KPI 31 March 2023 31 March 2022
Cash and cash equivalents (a) GBP545,000 GBP1,046,000
Administrative expense (b) GBP944,000 GBP541,000
Exploration and evaluation expenditure GBP3,227,000 GBP2,547,000
(c)
The directors have provided more information on the state of the
Group's financing and operational activity above.
a) 'Cash and cash equivalents' is used to measure the Group's
financial liquidity. Cash and cash equivalents have decreased by
GBP0.5 million in the year as the Group has incurred a higher level
of exploration and evaluation expenditure than in prior year.
b) 'Administrative expenses' is used to measure the Group's
administrative costs and operating results. Administrative expenses
for the year were GBP0.9 million, an increase of GBP0.4 million
compared to the previous year. Group corporate activity has
increased this year with negotiations surrounding the future of the
Bougouni Project. The Group has also continued to run the offices
in Mali and Côte d'Ivoire.
c) 'Exploration and evaluation expenditure' is used to measure
expenditure on the Group's gold and lithium projects. Exploration
and evaluation expenditure in the year was GBP0.4 million higher
than prior year as additional exploration activity for both gold
and lithium was undertaken during the year.
Financial risk management objectives and policies
The Group's principal financial instruments comprise cash and
trade and other payables. It is, and has been throughout the year
under review, the Group's policy that no trading in financial
instruments shall be undertaken. The main risks arising from the
Group's financial instruments are liquidity risk, price risk and
foreign exchange risk. The Board reviews and agrees policies for
managing each of these risks and they are summarised below.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash reserves to fund the Group's exploration and operating
activities. Management prepares and monitors forecasts of the
Group's cash flows and cash balances monthly and ensures that the
Group maintains sufficient liquid funds to meet its expected future
liabilities. The Group intends to raise funds in discrete tranches
to provide sufficient cash resources to manage the activities
through to revenue generation.
Price risk
The Group is exposed to fluctuating prices of commodities,
including gold and lithium, and the existence and quality of these
commodities within the licence and project areas. The Directors
will continue to review the prices of relevant commodities as
development of the projects continues and will consider how this
risk can be mitigated closer to the commencement of mining.
Foreign exchange risk
The Group operates in a number of overseas jurisdictions and
carries out transactions in a number of currencies including
Sterling, CFA Franc, US dollars and Australian dollars. The Group
does not have a policy of using hedging instruments but will
continue to keep this under review. The Group operates foreign
currency bank accounts to help mitigate the foreign currency
risk.
PRINCIPAL RISKS AND UNCERTAINTIES
The Group is exposed to a number of risks which it seeks to
mitigate as set out in the table below:
Risk Comment and Mitigating Actions
Exploration and Development Risk
The Group is a mineral exploration There is no assurance that the Group's
company and the success of the exploration and potential future
Company is dependent on the discovery development activities will be successful,
and/or acquisition of Mineral and statistically few properties
Reserves and Mineral Resources that are explored are ultimately
and the successful development developed into profitable producing
of mines therefrom. Significant mines.
risk exists within technical, The Group ensures that there is regular
legal and financial aspects of review of projects, expenditure and
the exploration for and the development exploration activity to maintain
of mines, which may have an adverse focus on targets and ensure best
effect on the Group's business. possible information in the decision-making
process to focus resources and expenditure
upon key exploration and development
targets.
----------------------------------------------
Reliability of Mineral Resources
and Mineral Reserves
The Group has reported Mineral The Mineral Resource estimates are
Resources for its Bougouni Lithium prepared by third party consultants
project in West Africa. Any estimates who have considerable experience
will be based on a range of assumptions, and are certified by appropriate
including geological, metallurgical bodies.
and technical factors; there can
be no assurance that the anticipated Mineral Resources are reported as
tonnages or grades will be achieved. general indicators and should not
be interpreted as assurances of minerals
or the profitability of current or
future operations.
----------------------------------------------
Licensing and Title Risk
The Group's exploration and future The Group complies with existing
development opportunities are laws and regulations.
dependent upon maintaining clear
tenure and access to licences The Group ensures that the regulatory
as well as ensuring the relevant reporting and the government compliance
operation licences, permits and requirements for each licence are
regulatory consents are valid. met.
The licences and regulatory permits
may be withdrawn or made subject There is a risk that negotiations
to limitations. with a government in relation to
the grant, renewal or extension of
The granting of licences and permits a licence may not result in the grant,
are a practical matter subject renewal or extension taking effect
to the discretion of the applicable prior to the expiry of the previous
government or government office. licence period, and there can be
The interpretations, amendments no assurance of the terms of any
to existing laws and regulations, extension, renewal or grant.
or more stringent enforcement
of existing laws and regulations The Group regularly monitors the
could have a material adverse good standing of its licences.
impact on the Group's results
of operations and financial condition.
A new Mining Code has passed before
the Republic of Mali Assemblie
Nationale. The Company's licences
have been granted under the previous
Mining Code (June 21 2012 (modified))
and remain subject to these conditions.
In addition, future Mining Licence
applications will remain subject
to the 2012 Mining code unless
the Company specifically request
a variation to the new code.
----------------------------------------------
Political Risk .
The Group has significant activities
in Mali and C te d'Ivoire in West The Transition Government installed
Africa. The success of the Group following the military coup of 24
will be influenced by the legal, May 2021 has continued to confirm
political and economic situation proposed election timelines of February
in Mali, C te d'Ivoire and the 2024 to return Mali to a democratically
wider African region. Countries elected Government. A referendum
in the region have experienced held in June 2023 allowed for changes
political instability and economic to the Mali constitution.
uncertainty in the past.
government policy in the countries Mali adopted a new Mining Code in
in which the Group operates can August 2023 with a key element being
be unpredictable, and the institutions the potential for the Government
of government and market economy to purchase up to an additional 20%
may be unstable and subject to interest in a project (previously
rapid change, which may result 10% interest).
in a material adverse effect on
the Group's operations. In general, the security risk in
Mali remains high. The United Nations
The renewal of exploration and voted to end the peacekeeping mission
exploitation licences is an area in June 2023 with a phased departure
of risk given the countries in of the UN forces between 1 July and
which the Group operates. Whilst 30 December 2023. The security situation
the Group has in place legal titles in the north and east of the country
on the assets in its portfolio, remains fragile and unrest has continued
there remains a risk to the Group in neighbouring Burkina Faso and
that changes within regimes could Niger.
put the ownership of these assets
at risk. In C te d'Ivoire, the political situation
has been calm since 2011. The election
The Group is also at risk of taxation in 2015 returned the government of
reviews that may change or apply President Ouattara with increased
more stringently the laws and popular support and on 31 October
regulations of the countries in 2020 President Ouattara was returned
which it operates. for a further 5-year mandate.
The economic situation in C te d'Ivoire
is improving dramatically with significant
government expenditure on infrastructure
and development activity.
----------------------------------------------
Financial Risk
The Group is an exploration company The Board regularly reviews the levels
and does not generate revenue of discretionary spending on capital
or self-sustaining funding at items and exploration expenditure.
this stage. The Group requires This includes regularly updating
funds to support ongoing exploration working capital models, reviewing
and future development of mineral actual costs against budget and assessing
properties. The Group's access potential impacts on future funding
to funding will depend on its requirements and performance targets.
ability to obtain financing through
the raising of equity capital, In the past, the Group has been successful
joint venture projects, debt financing, in raising additional equity finance
farm outs or other means. to support its ongoing activities.
There is no assurance that the
Group will be successful in obtaining
the necessary financing in a timely
manner on acceptable terms to
complete its investment strategy.
The equity markets and ability
to raise finance were significantly
affected by the Covid-19 pandemic
but have subsequently improved.
If the Group is unable to obtain
additional financing as needed,
some interests may be relinquished,
and / or the scope of the operations
reduced.
----------------------------------------------
S172 Statement
The Directors of the Company have a duty to promote the success
of the Company. A director of the Company must act in the way they
consider, in good faith, to promote the success of the Company for
the benefit of its members, and in doing so have regard (amongst
other matters) to:
-- the likely consequences of any decision in the long term;
-- the interests of the Company's employees;
-- the need to foster the Company's business relationships with
suppliers, customers and others;
-- the impact of the Company's operations on the community and the environment;
-- the desirability of the Company to maintain a reputation for
high standards of business conduct; and
-- the need to act fairly between members of the Company.
The Directors are committed to developing and maintaining a
governance framework that is appropriate to the business and
supports effective decision making coupled with robust oversight of
risks and internal controls.
The Board believes that long-term success requires good
relations with a range of different stakeholder groups both
internal and external. The board has identified Kodal's
stakeholders to include employees and consultants working for the
Company, the local communities and governments in Mali and Cote
d'Ivoire in which it operates, suppliers and contractors, as well
as shareholders. As the Company looks to bring the Bougouni Lithium
project into development, the importance of capital equipment,
suppliers, contractors, local workforce, finance providers and
offtake customers will increase significantly.
In the Corporate Governance Report, we explain the regular
engagement with employees, communities and local governments in
West Africa where we operate; and the impact assessment we have
performed on the environment and local society as part of our
permitting process. We also comment on the decision-making for the
long-term success of the Company, its governance and culture; as
well as the nature and methods of communication with all
shareholders.
The Group relies heavily on having suppliers and contractors
with appropriate levels of experience and expertise of working
successfully with junior miners in West Africa, as well as
professional advice for AIM quoted companies in London.
Accordingly, Kodal is committed to maintaining constructive
relationships with all its suppliers and advisers and operating in
line with its Corporate Code of Conduct.
Signed on behalf of the Board
Bernard Aylward
Chief Executive Officer
5 September 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 MARCH 2023
Note Year ended Year ended
31 March 31 March
2023 2022
GBP GBP
Continuing operations
Administrative expenses (944,473) (540,655)
Share based payments 5 (516,581) (342,876)
--------------- ------------
OPERATING LOSS (1,461,054) (883,531)
Finance charge - (19,556)
LOSS BEFORE TAX 2 (1, 461,054) (903,087)
Taxation 6 - -
LOSS FOR THE YEAR FROM CONTINUING
OPERATIONS (1, 461,054) (903,087)
OTHER COMPREHENSIVE INCOME
Items that may be subsequently
reclassified to profit or loss
Currency translation gain /
(loss) 331,259 (108,167)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR (1,129,795) (1,011,254)
=============== ============
Loss per share
Basic and diluted (pence) 4 (0.0087) (0.0057)
The loss for the current and prior years and the total
comprehensive income for the current and the prior years are wholly
attributable to owners of the parent company.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT 31 MARCH 2023
Group Group
31 March 31 March
2023 2022
Note GBP GBP
NON-CURRENT ASSETS
Intangible assets 7 14,521,888 11,442,403
Property, plant and
equipment 8 91,771 3,309
Amounts due from 9
subsidiary undertakings - -
Investments in subsidiary
undertakings 9 - -
------------
14,613,659 11,445,712
------------- ------------
CURRENT ASSETS
Other receivables 10 11,175 5,769
Cash and cash equivalents 544,988 1,045,515
------------- ------------
556,163 1,051,284
Non-current assets
classified as held
for sale 7 513,109 -
------------- ------------
TOTAL ASSETS 15,682,931 12,496,996
------------- ------------
CURRENT LIABILITIES
Trade and other payables 11 (800,007) (406,341)
------------
TOTAL LIABILITIES (800,007) (406,341)
------------- ------------
NET ASSETS 14,882,924 12,090,655
============
EQUITY
Attributable to owners
of the parent:
Share capital 12 5,315,619 4,947,595
Share premium account 12 18,765,206 15,933,071
Share based payment
reserve 1,537,779 1,150,678
Translation reserve 12,632 (318,627)
Retained deficit (10,748,312) (9,622,062)
------------- ------------
TOTAL EQUITY 14,882,924 12,090,655
============= ============
The Company's loss for the year ended 31 March 2023 was
GBP1,206,922 (2022: GBP651,696).
The financial statements were approved and authorised for issue
by the board of directors on 5 September 2023 and signed on its
behalf by
Charles Joseland
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 MARCH 2023
Share
Share based
Share premium payment Translation Retained Total
capital account reserve reserve deficit equity
Group GBP GBP GBP GBP GBP GBP
At 31 March 2021 4,916,364 15,841,134 807,802 (210,460) (8,718,975) 12,635,865
Comprehensive
income
Loss for the year - - - - (903,087) (903,087)
Other comprehensive
income
Currency translation
loss - - - (108,167) - (108,167)
---------- ----------- ------------ -------------- ------------- -------------
Total comprehensive
income for the
year - - - (108,167) (903,087) (1,011,254)
Transactions
with owners
Share based payment - - 342,876 - - 342,876
Proceeds from
shares issued 31,231 91,937 - - - 123,168
At 31 March 2022 4,947,595 15,933,071 1,150,678 (318,627) (9,622,062) 12,090,655
Comprehensive
income
Loss for the year - - - - (1,461,054) (1, 461,054)
Other comprehensive
income
Currency translation
gain - - - 331,259 - 331,259
---------- ----------- ------------ -------------- ------------- -------------
Total comprehensive
income for the
year - - - 331,259 (1,461,054) (1,129,795)
Transactions
with owners
Share based payment - - 721,905 - - 721,905
Proceeds from
shares issued 334,821 2,665,179 - - - 3,000,000
Proceeds from
exercise of share
options 33,203 309,171 - - - 342,374
Share options
lapse - - (334,804) - 334,804 -
Share issue expenses - (142,215) - - - (142,215)
---------- ----------- ------------ -------------- ------------- -------------
At 31 March 2023 5,315,619 18,765,206 1,537,779 12,632 (10,748,312) 14,882,924
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 31 MARCH 2023
Group Group
Year ended Year ended
31 March 31 March
2023 2022
Note GBP GBP
Cash flows from operating
activities
Loss before tax (1,461,054) (903,087)
Adjustments for non-cash
items:
Write back of impairment
of intercompany balances - -
Share based payments 516,581 342,876
Operating cash flow before
movements in working
capital (944,473) (560,211)
Movement in working
capital
(Increase) / decrease
in receivables (5,406) 10,244
Increase / (decrease)
in payables 393,666 (218,275)
------------ ------------
Net movements in working
capital 388,260 (208,031)
Net cash outflow from
operating activities (556,213) (768,242)
Cash flows from investing
activities
Purchase of tangible
assets 8 (103,633) (1,600)
Purchase of intangible
assets 7 (3,006,324) (2,474,768)
Loans to subsidiary undertakings - -
------------ ------------
Net cash outflow from
investing activities (3,109,957) (2,476,368)
Cash flow from financing
activities
Net proceeds from share
issues 12 2,857,785 1,962,064
Net proceeds from exercise
of share options 342,374 -
Net cash inflow from
financing activities 3,200,159 1,962,064
------------ ------------
(Decrease) in cash and
cash equivalents (466,011) (1,282,546)
Cash and cash equivalents
at beginning of the year 1,045,515 2,432,807
Exchange (loss) on cash (34,516) (104,746)
Cash and cash equivalents
at end of the year 544,988 1,045,515
============ ============
Cash and cash equivalents comprise cash on hand and bank
balances.
FINANCIAL INFORMATION
The financial information set out above does not constitute the
Company's statutory accounts for the years ended 31 March 2023 or
2022 but is derived from those accounts.
Statutory accounts for 2022 have been delivered to the registrar
of companies, and those for 2023 will be delivered in due course.
The auditor's report for the 2022 accounts was (i) unqualified,
(ii) did not contain any matter to which the auditor drew attention
by way of emphasis without modifying its opinion and (iii) did not
contain a statement under s.498(2) or (3) of the Companies Act
2006.
The auditor's report for the 2023 accounts was (i) unqualified,
(ii) contained a material uncertainty in respect of going concern
to which the auditor drew attention by way of emphasis without
modifying its opinion and (iii) did not contain a statement under
s.498(2) or (3) of the Companies Act 2006.
PRINCIPAL ACCOUNTING POLICIES
FOR THE YEARED 31 MARCH 2023
The Group has adopted the accounting policies set out below in
the preparation of the financial statements. All of these policies
have been applied consistently throughout the period unless
otherwise stated.
The Company is incorporated in England and Wales with registered
number 07220790. The Company's registered office is at Prince
Frederick House, 35-39 Maddox Street, London W1S 2PP.
Basis of preparation
The consolidated financial statements of Kodal Minerals Plc are
prepared in accordance with the historical cost convention and in
accordance with UK-adopted International Accounting Standards. The
Company's ordinary shares are quoted on AIM, a market operated by
the London Stock Exchange.
In accordance with the exemption allowed by Section 408(3) of
the Companies Act 2006, the Company has not presented its own
income statement or statement of comprehensive income.
Going concern
The Group has not earned revenue during the year to 31 March
2023 as it is still in the exploration and development phases of
its business. The operations of the Group are currently being
financed from funds which the Company has raised from the issue of
new ordinary shares. On 31 August 2023 the group has cash at bank
amounting to GBP1,984,000.
In January 2023 the Group signed binding agreements with Hainan
to enter into a joint venture to develop the Bougouni Lithium
Project. Under these agreements, Hainan will subscribe for equity
in the joint venture vehicle amounting US$100 million; they will
also subscribe for equity of US$17.75m in the ordinary shares of
Kodal Minerals Plc, plus the immediate repayment to the Company for
historical development expenses amounting to US$5.66m, the
agreements together being the Financing Transaction.
Completion of the Financing Transaction is subject to meeting
various conditions precedent including Hainan receiving formal
Government approval for the investment and Kodal completing a
restructure of its Mali subsidiary holdings. At the date of this
report, it is noted that Hainan has received all necessary
approvals from the Chinese Government authorities to allow it to
complete its funding and investment including "Overseas Project
Investment Filing Certificates" from the Hainan Province National
Development and Reform Commission ("NDRC") and Company Overseas
Investment Certificate from the Department of Commerce of Hainan
Province.
Kodal has continued with the restructuring of its subsidiary
companies and confirms that the new mining company Les Mines de
Lithium de Bougouni has been fully registered and the Mali DNGM
notified that this new company will be the owner and operator of
the mining licence. In addition, the Company has completed the
restructure of Future Minerals SARL such that all of Kodal's
lithium assets in Mali are now 100% owned by Kodal Mining UK
Limited (the joint venture vehicle for Kodal and Hainan to develop
the Bougouni Lithium project). Kodal is continuing to work with the
relevant authorities to finalise all regulatory matters to allow
completion of the Financing Transaction.
Both Hainan and the Company remain committed to the Financing
Transaction and Hainan has recently advanced to the Company a
US$3.5m prepayment on its subscription for ordinary shares in the
Company. The long stop date for finalising the conditions precedent
has been extended several times by mutual consent and the parties
continue to work together to expedite the completion of the
Financing Transaction at the earliest opportunity.
The Group has prepared cash flow forecasts for the period ending
30 September 2024 under several scenarios, including on the basis
that the Hainan transaction completion is delayed for several more
months and also that the Hainan transaction does not proceed. Under
both of these scenarios the Group will require further funding
within the foreseeable future.
The directors are confident of raising sufficient funding to
cover ongoing expenditure and overheads, based on indications from
Hainan that they would make further prepayments available, and/or
the Group will be able to raise further equity given the quality of
the Bougouni lithium project, continuing interest from potential
investors and finance providers, and forecasts showing continuing
strong demand and pricing for spodumene and lithium. Although the
Group has been successful in the past obtaining additional funding,
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 a material
uncertainty that may cast doubt on the Group's ability to continue
as a going concern. The consolidated statements for the year ended
31 March 2023 have been prepared on a going concern basis as the
Board is of the opinion that the group will be successful in
completing the Hainan transaction in the near future and/or
securing further funding in order to meet its liabilities as they
fall due for at least 12 months from the date of signing these
accounts. Accordingly, these consolidated financial statements do
not include any 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.
Basis of consolidation
The Group financial statements consolidate those of the Company
and all of its subsidiary undertakings drawn up to the statement of
financial position date. Subsidiary undertakings are entities over
which the Group has the power to control the financial and
operating policies so as to obtain benefits from their activities.
The Group obtains and exercises control through voting rights.
Unrealised gains on transactions between the Company and its
subsidiaries are eliminated on consolidation. Unrealised losses are
also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Amounts reported in the
financial statements of subsidiaries have been adjusted where
necessary to ensure consistency with the accounting policies
adopted by the Group.
Foreign currency translation
Items included in the Group's consolidated financial statements
are measured using the currency of the primary economic environment
in which the Group operates ("the functional currency"). The
financial statements are presented in pounds sterling ("GBP"),
which is the functional and presentational currency of the Parent
Company and the presentational currency of the Group. End of year
balances in the Group's West African subsidiary undertakings were
converted using an end of year rate of XOF 1 : GBP0.00135 (2022:
XOF 1 : GBP0.00129).
Transactions in foreign currencies are recorded using the rate
of exchange ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are translated
using the rate of exchange ruling at the reporting date and the
gains or losses on translation are included in profit and loss.
Non-monetary items that are measured in terms of historical cost in
a foreign currency are translated using the exchange rates as at
the dates of the original transactions. Non-monetary items measured
at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined.
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and any recognised impairment loss.
Depreciation, which is included in administrative expenses, is
charged so as to write off the costs of assets down to their
residual value, over their estimated useful lives, using the
straight-line method, on the following basis:
Plant and machinery 4 years
Motor vehicles 4 years
Fixtures, fittings and equipment 4 years
Where property, plant and equipment are used in exploration and
evaluation activities, the depreciation of the assets is
capitalised as part of the cost of exploration and evaluation
assets. The assets' residual values and useful lives are reviewed,
and adjusted if appropriate, at the end of each reporting
period.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less any
provision for impairment. Where the recoverable amount of the
investment is less than the carrying amount, an impairment is
recognised.
Exploration and evaluation expenditure
In accordance with IFRS 6 (Exploration for and Evaluation of
Mineral Resources), exploration and evaluation costs incurred
before the Group obtains legal rights to explore in a specific area
(a "project area") are taken to profit or loss.
Upon obtaining legal rights to explore in a project area, the
fair value of the consideration paid for acquiring those rights and
subsequent exploration and evaluation costs are capitalised as
exploration and evaluation assets. The costs of exploring for and
evaluating mineral resources are accumulated with reference to
appropriate cost centres being project areas or groups of project
areas.
Upon the technical feasibility and commercial viability of
extracting the relevant mineral resources becoming demonstrable,
the Group ceases further capitalisation of costs under IFRS 6.
Exploration and evaluation assets are not amortised prior to the
conclusion of appraisal activities, but are carried at cost less
impairment, where the impairment tests are detailed below.
Exploration and evaluation assets are carried forward until the
existence (or otherwise) of commercial reserves is determined:
-- where commercial reserves have been discovered, the carrying
value of the exploration and evaluation assets are reclassified as
development and production assets and amortised on an expected unit
of production basis; or
-- where a project area is abandoned, or a decision is made to
perform no further work, the exploration and evaluation assets are
written off in full to profit or loss.
Exploration and evaluation assets - impairment
Project areas, or groups of project areas, are determined to be
cash generating units for the purposes of assessment of
impairment.
With reference to a project area or group of project areas, the
exploration and evaluation assets (along with associated production
and development assets) are assessed for impairment when such facts
and circumstances suggest that the carrying amount of the assets
may exceed the recoverable amount.
Such indicators include, but are not limited to, those
situations outlined in paragraph 20 of IFRS 6 and include the point
at which a determination is made as to whether or not commercial
reserves exist.
The aggregate carrying value is compared against the expected
recoverable amount, generally by reference to the present value of
the future net cash flows expected to be derived from production of
the commercial reserves. Where the carrying amount exceeds the
recoverable amount, an impairment is recognised in profit or
loss.
Intangible assets and impairment
Externally acquired intangible assets are initially recognised
at cost and subsequently amortised over their useful economic
lives. Amortisation, which is included in administrative expenses,
is charged so as to write off the costs of intangible assets, over
their estimated useful lives, using the straight-line method, on
the following basis:
Software 3 years
Deferred taxation
Deferred tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated
financial statements. Deferred tax is determined using tax rates
(and laws) that have been enacted or substantively enacted by the
reporting date and are expected to apply when the related deferred
tax is realised, or the deferred liability is settled.
Deferred tax assets are recognised to the extent that it is
probable that the future taxable profit will be available against
which the temporary differences can be utilised.
Financial instruments
Financial assets and financial liabilities are recognised on the
Statement of Financial Position when the Group becomes a party to
the contractual provisions of the instrument.
IFRS 7 (Financial Instruments: Disclosures) requires information
to be disclosed about the impact of financial instruments on the
Group's risk profile, how the risks arising from financial
instruments might affect the entity's performance, and how these
risks are being managed. The required disclosures have been made in
Note 14 to the financial statements.
The Group's policies include that no trading in derivative
financial instruments shall be undertaken.
Cash and cash equivalents
Cash and cash equivalents in the Statement of Financial Position
comprise cash at bank and in hand.
Other receivables
Other receivables are carried at amortised cost less provision
made for impairment of these receivables. A provision for
impairment of receivables is established when there is an expected
credit loss on amounts due according to the original terms of the
receivables. The amount of the provision is the difference between
the assets' carrying amount and the recoverable amount. Provisions
for impairment of receivables are included in profit or loss.
Non-current assets classified as held for sale
Non-current assets are classified as held for sale if their
carrying amount will be recovered principally through a sale
transaction rather than through continued use. They are measured at
the lower of their carrying amount and fair value less costs of
disposal. For non-current assets to be classified as held for sale,
they must be available for immediate sale in their present
condition and their sale must be highly probable. Non-current
assets are not depreciated or amortised while they are classified
as held for sale. Interest and other expenses attributable to the
liabilities of assets held for sale continue to be recognised.
Non-current assets classified as held for sale are presented
separately on the face of the statement of financial position, in
current assets.
Trade and other payables
Trade payables and other payables represent liabilities for
goods and services provided to the Group prior to the end of the
financial year that are unpaid and arise when the Group becomes
obliged to make future payments in respect of the purchase of these
goods and services. These amounts are carried at amortised cost.
The amounts are unsecured and are usually paid within 30 days of
recognition.
Provisions
A provision is recognised when a present obligation (legal or
constructive) has arisen as a result of a past event and it is
probable that a future outflow of resources will be required to
settle the obligation, provided that a reliable estimate can be
made of the amount of the obligation.
When the effect of discounting is material, the amount
recognised for a provision is the present value at the end of the
reporting period of the future expenditures expected to be required
to settle the obligation. The increase in the discounted present
value amount arising from the passage of time is included in profit
or loss.
Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares are shown in
equity as a deduction from the proceeds.
Equity settled transactions (Share based payments)
The Group has issued shares as consideration for services
received. Equity settled share-based payments are measured at fair
value at the date of issue.
The Group has also granted equity settled options and warrants.
The cost of equity settled transactions is measured by reference to
the fair value at the date on which they were granted and is
recognised over the vesting period, which ends on the date the
recipient becomes fully entitled to the award. Fair value is
determined by using the Black-Scholes option pricing model.
In valuing equity settled transactions, account is taken of
service and performance conditions (vesting conditions), in
addition to performance conditions linked to the price of the
shares of the Company (market conditions). No expense is recognised
for awards that do not ultimately vest.
At each reporting date before vesting, the cumulative expense is
calculated; representing the extent to which the vesting period has
expired and management's best estimate of the number of equity
instruments that will ultimately vest. The movement in the
cumulative expense since the previous reporting date is recognised
in profit and loss, with a corresponding entry in equity, or for
options awarded to executive directors, the award is considered as
part of their remuneration and the overall cost is allocated
between operating costs and exploration and evaluation cost.
Where the terms of the equity-settled award are modified, or a
new award is designated as replacing a cancelled or settled award,
the cost based on the original award terms continues to be
recognised over the original vesting period. In addition, an
expense is recognised over the remainder of the new vesting period
for the incremental fair value of any modification, based on the
difference between the fair value of the original award and the
fair value of the modified award, both as measured on the date of
the modification. No reduction is recognised if the difference is
negative.
Where an equity-based award is cancelled (including when a
non-vesting condition within the control of the entity or employee
is not met), it is treated as if it had vested on the date of the
cancellation, and the cost not yet recognised in profit and loss
for the award is expensed immediately. Any compensation paid up to
the fair value of the award at the cancellation or settlement date
is deducted from equity, with any excess over fair value being
treated as an expense.
Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the Board of Directors, which has
been identified as the Chief Operating Decision Maker. The Board of
Directors is responsible for allocating resources and assessing
performance of the operating segments in line with the strategic
direction of the Company.
Critical accounting judgements and estimates
The preparation of these consolidated financial statements in
accordance with UK-adopted International Accounting Standards
("IFRS") requires the use of accounting estimates and assumptions
that affect the reported amounts of assets and liabilities at the
date of the consolidated financial statements and the reported
amounts of income and expenses during the reporting period.
Although these estimates are based on management's best knowledge
of current events and actions, actual results ultimately may differ
from those estimates. IFRS also require management to exercise its
judgement in the process of applying the Group's accounting
policies.
The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of the assets
and liabilities within the next financial year are addressed
below.
Exploration and evaluation expenditure
In accordance with the Group's accounting policy for exploration
and evaluation expenditure, after obtaining licences giving legal
rights to explore in the project area, all exploration and
evaluation costs for each project are capitalised as exploration
and evaluation assets.
The exploration and evaluation assets for each project are
assessed for impairment when such facts and circumstances suggest
that the carrying value of the assets may exceed the recoverable
amount.
The directors have assessed the Group's gold projects in Mali
and Côte d'Ivoire that are not part of the joint venture agreements
and determined that they remain prospective. Accordingly, the
directors have determined to continue to maintain these licences
and explore ways for the Group to advance these prospective areas
most effectively. Accordingly, no impairment review has been
conducted on these assets.
The directors have assessed the Group's Bougouni Lithium project
in Mali, taking into account the updated Preliminary Feasibility
Study and the agreement reached with Hainan in January 2023 for the
funding of the project. This project continues to be evaluated and
there is no indication of impairment. Accordingly, no impairment
review has been conducted on these assets.
The Group's exploration activities and future development
opportunities are dependent upon maintaining the necessary licences
and permits to operate, which typically require periodic renewal or
extension. In Mali and Côte d'Ivoire, the process of renewal or
extension of a licence can only be initiated on expiry of the
previous term and takes time to be processed by the relevant
government authority. Until formal notification is received there
is a risk that renewal or extension will not be granted.
As detailed in the Operational Review, at the date of these
financial statements, the Group's key exploration licences are
current. As detailed in note 7, the total carrying value of the
exploration and evaluation assets at 31 March 2023 was GBP14.5
million (2022: GBP11.4 million). The Group complies with the
prevailing laws and regulations relating to these licences and
ensures that the regulatory reporting and government compliance
requirements for each licence are met.
Valuation of warrants and share options
In accordance with the Group's accounting policy for equity
settled transactions, all equity settled share-based payments are
measured at fair value at the date of issue. Fair value is
determined by using the Black-Scholes option pricing model based on
the terms of the options and warrants, the Company's share price at
the time and assumptions for volatility and exercise date. The
assumptions used to value the options and warrants are detailed in
note 5.
For options awarded to the non-executive directors, the award
has been considered to be in relation to their overall contribution
to the Group and, accordingly, the charge has been included within
operating costs in the Consolidated Statement of Comprehensive
Income. For options awarded to executive directors, the award is
considered as part of their remuneration. This overall cost is
allocated between operating costs and exploration and evaluation
cost, the latter of which are capitalised against specific
projects. For the award of warrants associated with the raising of
funds through the issue of new shares, the charge has been treated
as a share issue expense and offset against the share premium
account.
Recoverability of Intercompany Balances to Subsidiary
Undertakings
The Company has outstanding intercompany balances from its
directly held subsidiaries resulting from the primary method of
financing the activity of those subsidiaries. The balances are
shown in the Company Statement of Financial Position. However,
there is a risk that the subsidiaries will not commence sufficient
revenue generating activities and that the carrying amount of the
intercompany balances will, therefore, exceed the recoverable
amount. Under the requirements of IFRS 9 management has run various
scenarios on the expected credit loss of the Company's intercompany
balances, including the project being put into operation, the
project being sold and the project collapsing. Management has
updated its calculations reflecting additional amounts advanced to
its subsidiaries for work on its lithium and gold projects during
the year, the reduced the risk of credit loss given improvements
since last year in the financial, lithium and gold markets and the
reduced risk of project collapse following the granting of the
mining licence. At 31 March 2023, amounts due to the Company from
subsidiary undertakings totalled GBP14,296,000 (2022:
GBP10,785,000), net of a credit loss provision of GBP501,000 (2022:
GBP681,000).
Adoption of New and Revised Standards
The Group has adopted all of the new or amended Accounting
Standards and interpretations issued by the International
Accounting Standards Board ("IASB") that are mandatory and relevant
to the Group's activities for the current reporting period.
New standards and interpretations not applied
At the date of authorisation of these consolidated financial
statements, certain new standards, amendments and interpretations
to existing standards have been published but are not yet effective
and have not been adopted early by the Group. These are listed
below. The Board anticipates that all of the pronouncements will be
adopted in the Group's accounting policies for the first period
beginning after the effective date of the pronouncement. The
amendments to the standards noted below are not expected to have a
material impact on the Group's consolidated financial
statements.
Standard Details of amendment / New Standards and Annual periods
Interpretations beginning
on or after
IAS 1 Presentation Amendments to IAS 1 Presentation of Financial 1 January
of Financial Statements to specify the requirements 2024
Statements for classifying liabilities as current
or non-current.
IAS 1 Presentation Amendments to IAS 1 Presentation of Financial 1 January
of Financial Statements to specify the requirements 2023
Statements for disclosure of accounting policies.
There are other standards and amendments in issue but not yet
effective, which are not likely to be relevant to the Group which
have therefore not been listed.
NOTES TO THE FINANCIAL STATEMENTS
1. SEGMENTAL REPORTING
The operations and assets of the Group in the year ended 31
March 2023 are focused in the United Kingdom and West Africa and
comprise one class of business: the exploration and evaluation of
mineral resources. Management have determined that the Group had
two operating segments being the West African Gold Projects and the
West African Lithium Projects, and a UK administration centre. The
Parent Company acts as a holding company. At 31 March 2023, the
Group had not commenced commercial production from its exploration
sites and therefore had no revenue for the year.
Year ended 31 UK West Total
March 2023 Africa West Africa
Gold Lithium
GBP GBP GBP GBP
Administrative
expenses 912,390 4,288 27,795 944,473
Share based payments 516,581 - - 516,581
Loss for the
year 1,428,971 4,288 27,795 1,461,054
---------- ------------ -------------- -------------
At 31 March
2023
Other receivables 11,175 - - 11,175
Cash and cash
equivalents 425,704 90,426 28,858 544,988
Non-current assets
classified as
held for sale - - 513,109 513,109
Trade and other
payables (129,332) - (670,675) (800,007)
Intangible assets
- exploration
and evaluation
expenditure - 3,305,948 11,215,940 14,521,888
Property, plant
and equipment - 1,042 90,729 91,771
---------- ------------ -------------- -------------
Net assets at
31 March 2023 307,547 3,397,416 11,177,961 14,882,924
---------- ------------ -------------- -------------
Year ended 31 West
March 2022 UK Africa West Africa Total
Gold Lithium
GBP GBP GBP GBP
Administrative
expenses 538,625 866 1,164 540,655
Share based payments 342,876 - - 342,876
Finance charge 19,556 - - 19,556
---------- ------------ -------------- -------------
Loss for the
year 901,057 866 1,164 903,087
---------- ------------ -------------- -------------
At 31 March
2022
Other receivables 5,769 - - 5,769
Cash and cash
equivalents 949,850 38,481 57,184 1,045,515
Trade and other
payables (100,959) - (305,382) (406,341)
Intangible assets
- exploration
and evaluation
expenditure - 2,410,787 9,031,616 11,442,403
Property, plant
and equipment - - 3,309 3,309
Net assets at
31 March 2022 854,660 2,449,268 8,786,727 12,090,655
---------- ------------ -------------- -------------
2. LOSS BEFORE TAX
The loss before tax from continuing activities is stated after
charging:
Group Group
Year ended Year ended
31 March 2023 31 March
2022
GBP GBP
Fees payable to the Company's
auditor 53,000 40,000
Share based payments (note
5) 516,581 342,876
Directors' salaries and fees 182,247 167,980
Employer's National Insurance 10,598 5,980
Amounts payable to RSM UK Audit LLP and its associates in
respect of audit services are as follows;
Group Group
Year ended Year ended
31 March 31 March
2023 2022
GBP GBP
Audit services
- statutory audit of parent and
consolidated accounts 53,000 40,000
3. EMPLOYEES AND DIRECTORS' REMUNERATION
The average number of people employed in the Group is as
follows:
Group Group
31 March 31 March
2023 2022
Number Number
Average number
of employees
(including directors): 45 19
---------- ----------
The directors are key management personnel of the Company. The
remuneration expense for directors of the Company is as
follows:
Year ended Year ended
31 March 31 March 2022
2023
GBP GBP
Directors' remuneration 182,247 167,980
Directors' social security costs 10,598 5,980
----------- ---------------
Total 192,845 173,960
----------- ---------------
In addition to the amounts included above, GBP282,267 (2022:
GBP79,469) of the directors' remuneration cost has been treated as
Exploration and Evaluation expenditure. 100% of the salary cost of
the Group's employees in West Africa has been treated as
Exploration and Evaluation expenditure (2022: 100%).
Directors' Share based
salary and payments Total
fees year year ended year ended
ended 31 March 31 March
31 March 2023 (see 2023
2023 note 5)
GBP GBP GBP
Bernard Aylward (a) 177,847 180,724 358,571
Charles Joseland 50,000 78,153 128,153
Robert Wooldridge 45,000 119,366 164,366
Steven Zaninovich (b) 166,667 159,291 325,958
Qingtao Zeng (c) 25,000 139,680 164,680
464,514 677,214 1,141,728
============ ============ =============
Included within the amounts shown above for share based
payments, GBP191,771 has been treated as Exploration and Evaluation
expenditure. Four Directors exercised share options in the period,
with respective gains on exercise as follows: Bernard Aylward
GBP3,860; Charles Joseland GBP20,044; Robert Wooldridge GBP10,509;
and Steven Zaninovich GBP4,632.
Directors' Share based
salary and payments Total
fees year year ended year ended
ended 31 March 31 March
31 March 2022 (see 2022
2022 note 5)
GBP GBP GBP
Bernard Aylward (a) 132,449 222,793 355,242
Charles Joseland 45,000 1,164 46,164
Robert Wooldridge 45,000 44,798 89,798
Qingtao Zeng (c) 25,000 2,549 27,549
247,449 271,304 518,753
============ ============ =============
a) Matlock Geological Services Pty Ltd ("Matlock") a company
wholly owned by Bernard Aylward, provided consultancy services to
the Group during the year ended 31 March 2023 and received fees of
GBP139,514 (2022: GBP97,450). These fees are included within the
remuneration figure shown for Bernard Aylward.
b) Zivvo Pty Ltd ("Zivvo") a company wholly owned by Steven
Zaninovich, provided consultancy services to the Group during the
year ended 31 March 2023 and received fees of GBP140,000 in the
period after his appointment as director on 27 July 2022. These
fees are included within the remuneration figure shown for Steven
Zaninovich. Steven Zaninovich was appointed to the board on 27 July
2022.
c) In addition to the amounts included above, Geosmart
Consulting Pty Ltd, a company wholly owned by Qingtao Zeng,
provided consultancy services to the Group during the year and
received fees of GBP24,627 (2022: GBP27,136).
4. LOSS PER SHARE
Basic loss per share is calculated by dividing the loss for the
year attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the
year.
The following reflects the result and share data used in the
computations:
Loss Weighted Basic loss
average number per share
of shares (pence)
GBP
Year ended 31 March
2023 1,461,054 16,812,417,355 0.0087
Year ended 31 March
2022 903,087 15,809,383,877 0.0057
Diluted loss per share is calculated by dividing the loss
attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the
year plus the weighted average number of ordinary shares that would
be issued on conversion of all the dilutive potential ordinary
shares into ordinary shares. Options in issue are not considered
diluting to the loss per share as the Group is currently
loss making. Diluted loss per share is therefore the same as the basic loss per share.
5. SHARE BASED PAYMENTS
The share-based payment reserve is used to recognise the value
of equity-settled share-based payments provided to employees,
including key management personnel, as part of their
remuneration.
Year ended Year ended
31 March 31 March
2023 2022
Share options outstanding Number Number
Opening balance 250,000,000 205,000,000
Lapsed in the year (77,500,000) -
Issued in the year 470,000,000 45,000,000
Exercised in the year (60,000,000) -
Closing balance 582,500,000 250,000,000
============== ==============
Year ended Year ended
31 March 31 March
2023 2022
Performance share rights outstanding Number Number
Opening balance 175,000,000 -
Issued in the year 75,000,000 175,000,000
Exercised in the year (10,000,000) -
-------------- --------------
Closing balance 240,000,000 175,000,000
============== ==============
Year ended Year ended
31 March 31 March
2023 2022
Warrants outstanding Number Number
Opening balance 205,000,000 285,355,663
Lapsed in the year (12,500,000) -
Issued in the year 170,000,000 -
Exercised in the year (36,250,000) (80,355,663)
Closing balance 326,250,000 205,000,000
============== ==============
Options, warrants and performance share rights outstanding for
each of the directors at the year-end are outlined below:
Exercisable Bernard Robert Qingtao Charles Steven
date Aylward Wooldridge Zeng Joseland Zaninovich
8 May 2019 - 6,250,000 - - -
-
8 May 2024
20 Nov 2018 - - 2,500,000 - -
-
20 Nov 2023
20 Nov 2019 - - 2,500,000 - -
-
20 Nov 2024
1 Mar 2019
-
1 Mar 2024 - - - - 26,666,666
6 November
2021 - - - - 33,333,334
To be determined
(Note 2) - - - - 90,000,000
6 November 30,000,000 - - - -
2021
To be determined 40,000,000 - - - -
(Note 1)
To be determined 75,000,000 - - - -
(Note 2)
27 Aug 2021
-
27 Aug 2026 - 15,000,000 7,500,000 - -
27 Aug 2022
-
27 Aug 2027 - 7,500,000 3,750,000 - -
27 Aug 2023
-
27 Aug 2028 - 7,500,000 3,750,000 - -
To be determined
(Note 1) 30,000,000 - - - 72,500,000
To be determined
(Note 2) 40,000,000 - - - 77,500,000
To be determined
(Note 3) 60,000,000 - - - 95,000,000
18 Aug 2022
-
18 Aug 2027 - 23,333,334 43,333,334 25,000,000 -
18 Aug 2023
-
18 Aug 2028 - 33,333,333 43,333,333 25,000,000 -
18 Aug 2024
-
18 Aug 2029 - 33,333,333 43,333,333 25,000,000 -
Closing balance 275,000,000 126,250,000 150,000,000 75,000,000 395,000,000
============ ============ ============ =========== ============
1. Exercisable from date of securing the finance for construction of the
Bougouni mine
2. Exercisable from date of first commercial production from the Bougouni
Project
3. Exercisable from date of production of 175,000 tonnes of spodumene concentrate
from the Bougouni project
Included within operating losses is a charge for issuing share
options and making share-based payments of GBP684,932 (2022:
GBP342,876).
Details of share options outstanding at 31 March 2023:
Date of grant Number of options Option price Exercisable between
20 December 2013 13,333,333 0.7 pence 30 Dec 2014 - 30 Dec
2024
20 December 2013 13,333,333 0.7 pence 30 Dec 2015 - 30 Dec
2025
20 December 2013 13,333,333 0.7 pence 30 Dec 2016 - 30 Dec
2026
8 May 2017 12,500,000 0.38 pence 8 May 2018 - 8 May 2023
8 May 2017 20,000,000 0.38 pence 8 May 2019 - 8 May 2024
20 November 2017 2,500,000 0.38 pence 20 Nov 2018 - 20 Nov
2023
20 November 2017 2,500,000 0.38 pence 20 Nov 2019 - 20 Nov
2024
27 August 2021 22,500,000 0.36 pence 27 Aug 2021 - 27 Aug
2026
27 August 2021 11,250,000 0.36 pence 27 Aug 2022 - 27 Aug
2027
27 August 2021 11,250,000 0.36 pence 27 Aug 2023 - 27 Aug
2028
18 August 2022 37,500,000 0.3 pence To be determined
18 August 2022 47,500,000 0.34 pence To be determined
18 August 2022 70,000,000 0.38 pence To be determined
18 August 2022 95,000,002 0.3 pence 18 Aug 2022 - 18 Aug
2027
18 August 2022 104,999,999 0.34 pence 18 Aug 2023 - 18 Aug
2028
18 August 2022 104,999,999 0.34 pence 18 Aug 2024 - 18 Aug
2029
Details of performance share rights outstanding at 31 March
2023:
Date of grant Number of performance Option price Exercisable between
share rights
27 August 2021 30,000,000 nil 6 November 2021
27 August 2021 50,000,000 nil To be determined
27 August 2021 85,000,000 nil To be determined
27 July 2022 25,000,000 nil To be determined
27 July 2022 25,000,000 nil To be determined
27 July 2022 25,000,000 nil To be determined
Details of warrants outstanding at 31 March 2023:
Date of grant Number of warrants Option price Exercisable between
22 May 2017 6,250,000 0.38 pence 22 May 2019 - 22 May 2024
23 November 2018 26,666,666 0.14-0.38 pence 1 March 2019 - 1
March 2024
23 November 2018 33,333,334 0.14-0.38 pence To be determined
23 November 2018 90,000,000 0.14-0.38 pence To be determined
27 July 2022 47,500,000 0.28 pence To be determined
27 July 2022 52,500,000 0.325 pence To be determined
27 July 2022 70,000,000 0.38 pence To be determined
Additional disclosure information:
Weighted average exercise price of share options and
warrants:
-- outstanding at the beginning of the period 0.35 pence
-- granted during the period 0.30 pence
-- outstanding at the end of the period 0.27 pence
-- exercisable at the end of the period 0.35 pence
Weighted average remaining contractual life of
share options outstanding at the end of the period 5.7 years
Warrants, Options and Performance Share Rights issued in the
year to 31 March 2023
On 27 July 2022, the Company granted warrants over 170,000,000
ordinary shares and Performance Share Rights of up to 75,000,000
ordinary shares to Steven Zaninovich. The warrants are registered
in the name of Zivvo Pty Ltd, a company wholly owned by Steven
Zaninovich.
The Warrants and Performance Share Rights carry vesting
conditions that are linked to achievement of milestones critical to
the development of the Bougouni Project as follows:
-- Securing of finance for the Bougouni mine and completion of
all Mali Government Agreements, Update and Variation of Mining
Licence and Environment permitting in relation to the Bougouni
Project;
-- Receipt of funds from first sale of spodumene concentrate
from the Bougouni Project within 18 months of receipt of finance;
and
-- 175,000 tonnes of spodumene concentrate produced from the Bougouni Project.
Subject to the vesting conditions being satisfied, Mr Zaninovich
may call for Ordinary Shares, as set out in the table below, to be
issued to him at any time within five years of the vesting
condition being met and upon payment by them of the nominal value
for the Ordinary Shares in relation the Performance Share Rights
and the exercise price in relation to the share options.
Vesting criteria Warrants Performance Share
Rights
Exercise Number
Price
------------ ------------
Securing of finance for GBP0.00280p 47,500,000 25,000,000 capped
the Bougouni mine at GBP250,000
value
------------ ------------ ----------------------
Receipt of funds from first GBP0.00325p 52,500,000 25,000,000 capped
sale of spodumene concentrate at GBP250,000
from Bougouni within 18 value
months of receipt of finance
------------ ------------ ----------------------
Production of 175,000 tonnes GBP0.00380p 70,000,000 25,000,000 capped
of spodumene concentrate at GBP250,000
from Bougouni value
------------ ------------ ----------------------
Total GBP0.00335p 170,000,000 75,000,000 total
average capped at GBP750,000
value
------------ ------------ ----------------------
On 18 August 2022, the Company granted options over 155,000,000
ordinary shares to Bernard Aylward and Mohamed Niare (Country
Manager, Mali).
The Share Options carry vesting conditions that are linked to
achievement of milestones critical to the development of the
Bougouni Project as follows:
-- Securing of finance for the Bougouni mine and completion of
all Mali Government Agreements, Update and Variation of Mining
Licence and Environment permitting in relation to the Bougouni
Project;
-- Receipt of funds from first sale of spodumene concentrate
from the Bougouni Project within 18 months of receipt of finance;
and
-- 175,000 tonnes of spodumene concentrate produced from the Bougouni Project.
Subject to the vesting conditions being satisfied, the holders
of the Share Options may call for Ordinary Shares, as set out in
the table below, to be issued to them at any time within five years
of the vesting condition being met.
Share Options
Exercise
price
Vesting criteria Bernard Aylward Mohamed Niare
----------- ------------------ ------------------
Securing of finance 0.3 pence Up to 30 million Up to 7.5 million
for the Bougouni ordinary shares ordinary shares
mine
----------- ------------------ ------------------
Receipt of funds 0.34 pence Up to 40 million Up to 7.5 million
from first sale ordinary shares ordinary shares
of spodumene
concentrate
----------- ------------------ ------------------
175,000 tonnes 0.38 pence Up to 60 million Up to 10 million
of spodumene ordinary shares ordinary shares
concentrate produced
----------- ------------------ ------------------
Total Up to 130 million Up to 25 million
ordinary shares ordinary shares
----------- ------------------ ------------------
On 18 August 2022, the Company granted options over 315,000,000
Ordinary Shares to members of the management team, of which those
granted to Non-Executive Directors were as set out in the table
below. The options will vest in equal tranches with the first one
third vesting immediately and exercisable at 0.3 pence per share,
and the remaining two thirds vesting in two equal tranches on the
first and second anniversaries of the grant and exercisable at 0.34
pence per share.
Director Number of
Options granted
Charles Joseland 75,000,000
Robert Wooldridge 100,000,000
Qingtao Zeng 130,000,000
The fair values of the options and warrants granted were
calculated using the Black-Scholes valuation model. The inputs to
the model were:
27 July 2022 18 August 2022
Strike price 0.00p - 0.38p 0.30p - 0.38p
Share price 0.11p - 0.25p 0.11p - 0.26p
Volatility 75% 75%
Expiry date 15/3/28 - 15/12/30 15/3/28 - 15/12/30
Risk free 0.24% - 0.26% 0.23% - 0.30%
rate
Dividend
yield 0.0% 0.0%
Options and Performance Share Rights issued in the year to 31
March 2022
On 27 August 2021, the Company granted Performance Share Rights
of up to 175,000,000 ordinary shares to Bernard Aylward and Mohamed
Niare (Country Manager, Mali).
The Performance Share Rights carry vesting conditions that are
linked to achievement of milestones critical to the development of
the Bougouni Project as follows:
-- Award of mining licence;
-- Securing the finance for construction of the Bougouni mine; and
-- First commercial production from the Bougouni Project.
Subject to the vesting conditions being satisfied, the holders
of the Performance Share Rights may call for Ordinary Shares, as
set out in the table below, to be issued to them at any time within
five years of the vesting condition being met and upon payment by
them of the nominal value for the Ordinary Shares.
Performance Share Rights over
New Ordinary Shares
Vesting criteria Bernard Aylward Mohamed Niare
--------------------------- ---------------------
Award of mining licence Up to 30 million Up to 10 million
New Ordinary Shares New Ordinary Shares
(capped at value (capped at value
on vesting of GBP300,000) on vesting of
GBP100,000)
--------------------------- ---------------------
Securing the finance Up to 40 million Up to 10 million
for construction New Ordinary Shares New Ordinary Shares
of the Bougouni mine (capped at value (capped at value
on vesting of GBP400,000) on vesting of
GBP100,000)
--------------------------- ---------------------
First commercial Up to 75 million Up to 10 million
production from the New Ordinary Shares New Ordinary Shares
Bougouni Project (capped at value (capped at value
on vesting of GBP750,000) on vesting of
GBP100,000)
--------------------------- ---------------------
Total Up to 145 million Up to 30 million
New Ordinary Shares New Ordinary Shares
(capped at value (capped at value
on vesting of GBP1.45m) on vesting of
GBP300,000)
--------------------------- ---------------------
In the event of a change of control of the Company, 50 per cent.
of any unvested Performance Share Rights will vest immediately,
provided that the Company's share price at the time of the change
of control exceeds 0.34 pence, being the share price when the
awards were made.
On 27 August 2021, options over Ordinary Shares were granted to
Robert Wooldridge and Qingtao Zeng as set out in the table below.
The Options are exercisable at 0.36 pence per share, with 50 per
cent of the Options vesting immediately and the remaining 50 per
cent. vesting in two equal tranches on the first and second
anniversaries of the grant. All unvested options will vest
immediately on a change of control of the Company.
Director Number of
Options granted
Robert Wooldridge 30,000,000
Qingtao Zeng 15,000,000
6. TAXATION
Group Group
Year ended Year ended
31 March 31 March
2023 2022
GBP GBP
Taxation charge for the year - -
------------ ------------
Factors affecting the tax charge
for the year
Loss from continuing operations
before income tax (1,461,054) (903,087)
Tax at 19% (2022: 19%) (277,600) (171,587)
Expenses not deductible 636 -
Losses carried forward not deductible 178,814 106,440
Deferred tax differences 98,150 65,147
Income tax expense - -
============ ============
The Group has tax losses and other potential deferred tax assets
(including in relation to share options) totalling GBP3,759,000
(2022: GBP2,978,000) which will be able to be offset against future
income. No deferred tax asset has been recognised in respect of
these losses as the timing of their utilisation is uncertain at
this stage.
7. INTANGIBLE ASSETS
Exploration
and evaluation
GROUP GBP
COST
At 1 April 2021 8,964,089
Additions in the year 2,546,686
Effects of foreign
exchange (68,372)
----------------
At 1 April 2022 11,442,403
Additions in the year 3,226,956
Classified as held
for sale (513,109)
Effects of foreign
exchange 365,638
----------------
At 31 March 2023 14,521,888
AMORTISATION
At 1 April 2021 and
1 April 2022 and 31
March 2023 -
----------------
NET BOOK VALUES
At 31 March 2023 14,521,888
================
At 31 March 2022 11,442,403
================
At 31 March 2021 8,964,089
================
Group Group
31 March 31 March
2023 2022
GBP GBP
Non-current assets 513,109 -
classified as held
for sale
-------------------- --------- ---------
513,109 -
-------------------- --------- ---------
On 19 April 2023, the Company announced the sale of the Bougouni
West project, further details on which are
disclosed in Note 18. The Bougouni West project was held as an asset for sale at 31 March 2023.
8. PROPERTY, PLANT AND EQUIPMENT
Plant and
machinery
GROUP GBP
COST
1 April 2021 26,079
Additions in the year 1,600
Effects of foreign
exchange (47)
-----------
At 1 April 2022 27,633
Additions in the year 103,633
Effects of foreign
exchange 137
-----------
At 31 March 2023 131,403
DEPRECIATION
At 1 April 2021 17,402
Depreciation charge 6,922
At 1 April 2022 24,324
Depreciation charge 15,308
At 31 March 2023 39,632
-----------
NET BOOK VALUES
At 31 March 2023 91,771
===========
At 31 March 2022 3,309
===========
At 31 March 2021 8,677
===========
All tangible assets are wholly associated with exploration and
development projects and therefore the amounts charged in respect
of depreciation are capitalised as evaluation and exploration
assets within intangible assets.
9. SUBSIDIARY UNDERTAKINGS
The consolidated financial statements include the following
subsidiary companies:
Country Registered office Equity Nature
Company Subsidiary of holding of
of incorporation business
Kodal Norway Kodal Minerals United Prince Frederick 100% Operating
(UK) Ltd Plc Kingdom House, company
35-39 Maddox Street,
London W1S 2PP
International Kodal Minerals Bermuda MQ Services Ltd 100% Holding
Goldfields Plc Victoria Place, company
(Bermuda) Limited 31 Victoria Street,
Hamilton HM 10
Bermuda
International International Côte Abidjan Cocody 100% Mining
Goldfields Goldfields d'Ivoire Les Deux Plateaux exploration
Côte d'Ivoire (Bermuda) 7eme Tranche
SARL Limited BP Abidjan
Côte d'Ivoire
International International Mali Bamako, Faladi, 100% Mining
Goldfields Goldfields Mali Univers, Rue exploration
Mali SARL (Bermuda) 886 B, Porte 487
Limited Mali
Jigsaw Resources International Bermuda MQ Services Ltd 100% Holding
CIV Ltd Goldfields Victoria Place, company
(Bermuda) 31 Victoria Street,
Limited Hamilton HM 10
Bermuda
Corvette CIV Jigsaw Côte Abidjan Cocody 100% Mining
SARL Resources d'Ivoire Les Deux Plateaux exploration
CIV Ltd 7eme Tranche
BP Abidjan
Côte d'Ivoire
Future Minerals International Mali Bamako, Faladi, 100% Mining
SARL Goldfields Mali Univers, Rue exploration
(Bermuda) 886 B, Porte 487
Limited Mali
Kodal Mining Kodal Minerals United Prince Frederick 100% Mining
UK Limited Plc Kingdon House, exploration
35-39 Maddox Street,
London W1S 2PP
10. OTHER RECEIVABLES
Group Group
31 March 31 March
2023 2022
GBP GBP
Other receivables 11,175 5,769
11,175 5,769
All receivables at each reporting date are current. No
receivables are past due. The Directors consider that the carrying
amount of the other receivables approximates their fair value and
there are no expected credit losses.
11. TRADE AND OTHER PAYABLES
Group Group
31 March 31 March
2023 2022
GBP GBP
Trade payables 616,877 348,505
Other payables 183,130 57,836
800,007 406,341
All trade and other payables at each reporting date are current.
The Directors consider that the carrying amount of the trade and
other payables approximates their fair value.
12. SHARE CAPITAL
Note Nominal Number of Share Capital Share
Value Ordinary GBP Premium
Shares GBP
At 31 March 2021 15,732,363,511 4,916,364 15,841,134
May 2021 a GBP0.0003125 48,790,008 15,247 14,515
May 2021 b GBP0.0003125 31,565,656 9,864 18,545
November 2021 c GBP0.0003125 19,583,212 6,120 58,877
At 31 March 2022 15,832,302,387 4,947,595 15,933,071
May 2022 d GBP0.0003125 1,071,428,569 334,821 2,522,964
March 2023 e GBP0.0003125 106,250,000 33,203 309,171
----------------- -------------- -------------
At 31 March 2023 17,009,980,956 5,315,619 18,765,206
----------------- -------------- -------------
a) On 18 May 2021, a total of 48,790,008 shares were issued to
the Investors at a price of 0.061 pence per share in connection
with the exercise of warrants.
b) On 18 May 2021, a total of 31,565,656 shares were issued to
the Investors at a price of 0.09 pence per share in connection with
the exercise of warrants.
c) On 5 November 2021, a total of 19,583,212 shares were issued
pursuant to the Company's agreement with Bambara Resources SARL at
0.3319p per share.
d) On 10 May 2022, a total of 1,071,428,569 shares were issued
via a placing and subscription at a price of 0.28 pence per
share.
e) On 20 March 2023, a total of 106,250,000 shares were issued
pursuant to the exercise of options, warrants and Performance Share
Rights from certain directors, senior management and consultants of
the Company. The shares were issued at between 0.14 and 0.38 pence
per share.
13. RESERVES
Reserve Description and purpose
Share premium Amount subscribed for share capital in excess
of nominal value.
Share based Cumulative fair value of options and share rights
payment reserve recognised as an expense. Upon exercise of options
or share rights, any proceeds received are credited
to share capital. The share-based payment reserve
remains as a separate component of equity.
Translation Gains/losses arising on re-translating the net
reserve assets of overseas operations into sterling.
Retained earnings Cumulative net gains and losses recognised in
the consolidated statement of financial position.
14. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
The Group's principal financial instruments comprise cash and
cash equivalents, other receivables and trade and other
payables.
The main purpose of cash and cash equivalents is to finance the
Group's operations. The Group's other financial assets and
liabilities such as other receivables and trade and other payables,
arise directly from its operations.
It has been the Group's policy, throughout the periods presented
in the consolidated financial statements, that no trading in
financial instruments was to be undertaken, and no such instruments
were entered in to.
The main risk arising from the Group's financial instruments is
market risk. The Directors consider other risks to be more minor,
and these are summarised below. The Board reviews and agrees
policies for managing each of these risks.
Market risk
Market risk is the risk that changes in market prices, and
market factors such as foreign exchange rates and interest rates
will affect the Group's results or the value of its assets and
liabilities.
The objective of market risk management is to manage and control
market risk exposures within acceptable parameters while optimising
the return.
Interest rate risk
The Group does not have any borrowings and does not pay
interest.
The Group's exposure to the risks of changes in market interest
rates relates primarily to the Group's cash and cash equivalents
with a floating interest rate. These financial assets with variable
rates expose the Group to interest rate risk. All other financial
assets and liabilities in the form of receivables and payables are
non-interest bearing.
In regard to its interest rate risk, the Group periodically
analyses its exposure. Within this analysis consideration is given
to alternative investments and the mix of fixed and variable
interest rates. The Group does not engage in any hedging or
derivative transactions to manage interest rate risk.
The Group in the year to 31 March 2023 earned interest of GBPnil
(2022: GBPnil). Due to the Group's relatively low level of
interest-bearing assets and the very low interest rates available
in the market the Group is not exposed to any significant interest
rate risk.
Credit risk
Credit risk refers to the risk that a counterparty could default
on its contractual obligations resulting in financial loss to the
Group. The Group's principal financial assets are cash balances and
other receivables.
The Group has adopted a policy of only dealing with what it
believes to be creditworthy counterparties and would consider
obtaining sufficient collateral where appropriate, as a means of
mitigating the risk of financial loss from defaults. The Group's
exposure to and the credit ratings of its counterparties are
continuously monitored. An allowance for impairment is made where
there is objective evidence that the Group will not be able to
collect all amounts due according to the original terms of the
receivables concerned.
Other receivables consist primarily of prepayments and other
sundry receivables and none of the amounts included therein are
past due or impaired.
Financial instruments by category - Group
Other financial
Financial liabilities
assets at amortised Total
at amortised cost
cost
31 March 2023
Assets
Other receivables 11,175 - 11,175
Cash and cash equivalents 544,988 - 544,988
--------------- ---------------- ------------
Total 556,163 - 556,163
=============== ================ ============
Liabilities
Trade and other payables - (800,007) (800,007)
--------------- ---------------- ------------
Total - (800,007) (800,007)
=============== ================ ============
31 March 2022
Assets
Other receivables 5,769 - 5,769
Cash and cash equivalents 1,045,515 - 1,045,515
------------ ------------ ------------
Total 1,051,284 - 1,051,284
============ ============ ============
Liabilities
Trade and other payables - (406,341) (406,341)
------------ ------------ ------------
Total - (406,341) (406,341)
============ ============ ============
Foreign exchange risk
Throughout the periods presented in the consolidated financial
statements, the functional currency for the Group's West African
subsidiaries has been the CFA Franc.
The Group incurs certain exploration costs in the CFA Franc, US
Dollars, Australian Dollars and South African Rand and has exposure
to foreign exchange rates prevailing at the dates when Sterling
funds are translated into other currencies. The CFA Franc has a
fixed exchange rate to the Euro and the Group therefore has
exposure to movements in the Sterling : Euro exchange rate. The
Group has not hedged against this foreign exchange risk as the
Directors do not consider that the level of exposure poses a
significant risk.
The Group continues to keep the matter under review as further
exploration and evaluation work is performed in West Africa and
other countries and will develop currency risk mitigation
procedures if the significance of this risk materially
increases.
The Group's consolidated financial statements have a low
sensitivity to changes in exchange due to the low value of assets
and liabilities (principally cash balances) maintained in foreign
currencies. Once any project moves into the development phase a
greater proportion of expenditure is expected to be denominated in
foreign currencies which may increase the foreign exchange
risk.
Financial instruments by currency - Group
GBP USD ZAR AUD XOF Total
31 March
2023
Assets
Other receivables 11,175 - - - - 11,175
Cash and
cash equivalents 425,704 - - - 119,284 544,988
------------ ------------ ----------- ----------- ----------- ------------
Total 436,879 - - - 119,284 556,163
Liabilities
Trade and
other payables (122,278) (446,098) (98,621) (65,094) (67,916) (800,007)
------------ ------------ ----------- ----------- =========== ------------
GBP USD ZAR AUD XOF Total
31 March
2022
Assets
Other receivables 5,769 - - - - 5,769
Cash and
cash equivalents 949,850 - - - 95,665 1,045,515
---------- ---------- ---- --------- --------- ------------
Total 955,619 - - - 95,665 1,051,284
=========
Liabilities
Trade and
other payables (64,671) (304,145) - (36,289) (1,236) (406,341)
---------- ---------- ---- --------- ========= ------------
Liquidity risk
Liquidity risk is the risk that the entity will not be able to
meet its financial obligations as they fall due.
The objective of managing liquidity risk is to ensure, as far as
possible, that the Group will always have sufficient liquidity to
meet its liabilities when they fall due, under both normal and
stressed conditions.
The Group has established policies and processes to manage
liquidity risk. These include:
-- Monitoring the maturity profiles of financial assets and
liabilities in order to match inflows and outflows;
-- Monitoring liquidity ratios (working capital); and
-- Capital management procedures, as defined below.
Capital management
The Group's objective when managing capital is to ensure that
adequate funding and resources are obtained to enable it to develop
its projects through to profitable production, whilst in the
meantime safeguarding the Group's ability to continue as a going
concern. This is to enable the Group, once projects become
commercially and technically viable, to provide appropriate returns
for shareholders and benefits for other stakeholders.
The Group has historically relied on equity to finance its
growth and exploration activity, raised through the issue of
shares. In the future, the Board will utilise financing sources, be
that debt or equity, that best suits the Group's working capital
requirements and taking into account the prevailing market
conditions.
Fair value
The fair value of the financial assets and financial liabilities
of the Group, at each reporting date, approximates to their
carrying amount as disclosed in the Statement of Financial Position
and in the related notes.
The fair values of the financial assets and liabilities are
included at the amounts at which the instrument could be exchanged
in a current transaction between willing parties, other than in a
forced or liquidation sale.
The cash and cash equivalents, other receivables, trade payables
and other current liabilities approximate their carrying value
amounts largely due to the short-term maturities of these
instruments.
Disclosure of financial instruments and financial risk
management for the Company has not been performed as they are not
significantly different from the Group's position described
above.
15. RELATED PARTY TRANSACTIONS
The Directors represent the key management personnel of the
Group and details of their remuneration are provided in note 3.
Robert Wooldridge, a director, is a member of SP Angel Corporate
Finance LLP ("SP Angel") which acts as financial adviser and broker
to the Company. During the year ended 31 March 2023, the Company
paid fees to SP Angel of GBP173,605 (2022: GBP30,000). The increase
compared to prior year reflects SP Angel's provision of broker
services in relation to the GBP3 million fundraising in May 2022.
The balance due to SP Angel at 31 March 2023 was GBPnil (2022:
GBPnil).
Matlock Geological Services Pty Ltd ("Matlock") a company wholly
owned by Bernard Aylward, a director, provided consultancy services
to the Group during the year ended 31 March 2023 and received fees
of GBP139,514 (2022: GBP97,450). These fees are included within the
remuneration figure shown for Bernard Aylward in note 3. The
balance due to Matlock at 31 March 2023 was GBPnil (2022:
GBPnil).
Geosmart Consulting Pty Ltd ("Geosmart"), a company wholly owned
by Qingtao Zeng, a director, provided consultancy services to the
Group during the year ended 31 March 2023 and received fees of
GBP24,627 (2022: GBP27,136). The balance due to Geosmart at 31
March 2023 was GBPnil (2022: GBP14,528).
Zivvo Pty Ltd ("Zivvo"), a company wholly owned by Steven
Zaninovich, a Director, provided consultancy services to the Group.
Steven Zaninovich was appointed as a Director on 27 July 2022 and
between that date and 31 March 2023, Zivvo received fees of
GBP140,000. These fees are included within the remuneration figure
shown for Steven Zaninovich in note 3. The balance due to Zivvo at
31 March 2023 was GBPnil.
16. CONTROL
No one party is identified as controlling the Group.
17. CAPITAL COMMITMENTS
The Group had capital commitments to exploration and evaluation
expenditure of GBPnil (2022: GBPnil).
18. EVENTS AFTER THE REPORTING PERIOD
On 19 April 2023, the Company announced the sale of the Bougouni
West project for a total cash consideration for Kodal of GBP2.0
million to Leo Lithium Ltd. The Bougouni West project comprised two
concessions, Mafélé Ouest and N'kemene Ouest (the "Concessions").
Kodal entered into a binding agreement with Leo Lithium Ltd to sell
the Mafélé Ouest concession and agreed terms for the sale of the
N'kemene Ouest concession, conditional on renewal of the licence.
The Bougouni West project was held as an asset for sale at the year
end.
On 3 August, the Company announced receipt of a conditional
prepayment of US$3.5 million as part of the funding package for the
Bougouni Lithium Project between the Company and Hainan Mining Co.
Limited and its wholly owned UK-incorporated subsidiary Xinmao
Investment Co. Limited. The prepayment is repayable or, at the
discretion of Hainan Mining Co. Limited, convertible into new
ordinary shares in the Company should the funding agreement not
proceed.
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FR GZGGLRKVGFZM
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