PREM Premier African Minerals Limited

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

EXPRESSED IN US DOLLARS

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.    GENERAL INFORMATION

Premier African Minerals Limited ("Premier" or "the Company"), together with its subsidiaries (the "Group"), was incorporated and domiciled in the Territory of the British Virgin Islands under the BVI Business Companies Act, 2004. The address of the registered office is Craigmuir Chambers, PO Box 71, Road Town, Tortola, British Virgin Islands. Premier's shares were admitted to trading on the London Stock Exchange's AIM market on 10 December 2012.

The Group's operations and principal activities are the mining, development and exploration of mineral reserves, primarily on the African continent. The presentational currency of the condensed consolidated interim financial statements is US Dollars ("$").

2.    BASIS OF PREPARATION

These unaudited condensed consolidated interim financial statements for the six months ended 30 June 2024 were approved by the Board and authorised for issue on 30 September 2024.

These interim financial statements have been prepared in accordance with the recognition and measurement principles of the International Financial Reporting Standards ("IFRS") as endorsed by the UK. 

The accounting policies applied in the preparation of these consolidated interim financial statements are consistent with the accounting policies applied in the preparation of the consolidated financial statements for the year ended 31 December 2023.

The figures for the six months ended 30 June 2024 and 30 June 2024 are unaudited and do not constitute full accounts. The comparative figures for the year ended 31 December 2023 are extracts from the 2023 audited accounts. The independent auditor's report on the 2023 accounts was unqualified.

Going Concern

These consolidated financial statements are prepared on the going concern basis. The going concern basis assumes that the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities and commitments in the normal course of business.

The Directors have prepared cash flow forecasts for the next 12 months, taking into account working capital, limited revenue from Zulu and expenditure forecasts for the rest of the Group including reduced overheads and very limited exploration costs.

At the reporting date of 30 June 2024, the Group's total assets exceeded the total liabilities by $12.481 million and its current liabilities exceeded its current assets by $47.815 million. The major component of the current liability excess is the $42.8 million received from the Group's offtake partner as an advance receipt. This advance receipt will be settled from proceeds from the sale of SC6 to the offtake partner from production at Zulu Lithium and Tantalum Project ("Zulu") or alternatively through the issue of shares into Zulu based on market valuation of US$200 million if not repaid by 1 April 2025.

The Board continues to believe that it has a valuable asset in Zulu, with an estimated fair value in accordance with the prepayment and offtake agreement is US$200 million.

In the event that none of the Investments conclude or Premier doesn't receive the required support from shareholders at the proposed Special General Meeting and if the Company is unable to obtain additional finance for the Group's working capital and capital expenditure requirements, a material uncertainty may exist which could cast significant doubt on the ability of the Group to continue as a going concern and therefore be unable to realise its assets and settle its liabilities in the normal course of business.

3.    SEGMENTAL REPORTING

Segmental information is presented in respect of the information reported to the Directors. The segmental information reports the revenue generating segments of RHA Tungsten Private Limited ("RHA"), that operates the RHA Tungsten Mine, and Zulu Lithium Private Limited ("Zulu"). The RHA segment derives income primarily from the production and sale of wolframite concentrate. All other segments are primarily focused on exploration and on administrative and financing segments. Segmental results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

As at the reporting date, the company has significant holdings in Zimbabwe. As indicated in the audited annual financial statements, the Zimbabwean government mandated that with effect of 1 March 2019 the only functional currency is the RTGS Dollar. Since the introduction of RTGS Dollars the Zimbabwean inflation rate has gone into hyperinflationary percentages. Hyperinflationary accounting requires a restatement of the local currency assets and liabilities to reflect the effect of the hyperinflation before translating the local currency to the reporting currency. Refer to the audited annual financial statements of 31 December 2023 for more detailed information.

* Represents 100% of the results and financial position of RHA whereas the Group owns 49%.

4.    INTANGIBLE EXPLORATION AND EVALUATION ASSETS

 5.    INVESTMENTS

Premier's investment in Vortex is classified as FVOCI and as such is required to be measured at fair value at each reporting date. As Vortex is unlisted there are no quoted market prices. The fair value of the Circum shares held by Vortex was derived using the previous issue price and validating it against the most recent placing price on 30 December 2022.

The shares are considered to be level 3 financial assets under the IFRS 13 categorisation of fair value measurements. Premier continues to hold 5 010 333 shares in Vortex currently valued in total at $0.501 million.

Premier's investment in MN Holdings Limited ('MNH') is classified as an FVOCI as such is required to be measured at fair value at the reporting date. As MNH is unlisted there are no quoted market prices. The Fair value of the MNH shares as at 30 June 2024 and 31 December 2023 was based on most recent unaudited financial statements of MNH. These financial statements showed significant operating losses. Accordingly, Premier's investment in MNH has been fully impaired as at 31 December 2022.

 6.    PROPERTY, PLANT AND EQUIPMENT

 7.    LOANS RECEIVABLE

During six months to 30 June 2024, the Group advanced $0.043 million (2023: $0.311 million) to the Group's joint venture with Li3 Lithium Corp to develop the Licomex claims. The loan value represents the amount due by Li3 Lithium Corp's in excess of their share of the expenses incurred on this project.

8.    BORROWINGS

Borrowings comprise loans from a related party and a non-related party.

Neil Herbert, a former director of the Company, made available a loan of US$180,000 to the Company in August 2021. Under the terms of the Director Loan, the loan is both unsecured and will not attract any interest and is repayable in full by the Company on the signing of a new off-take agreement at Otjozondu. The purpose of the Director Loan was to provide funding to Premier to allow an amendment to the Otjozondu Loan while Premier, acting collectively with Otjozondu, looked to secure the best possible off-take funding package.

At 30 June 2024 the off-take funding had not been secured and Mr. Herbert has agreed to the deferment of the repayment of the loan until such off-take agreement has been secured.

Premier entered into a joint venture agreement with Li3 Lithium Corp (Li3) for the purpose of prospecting for additional lithium bearing ore in Zimbabwe. The net investment by Li3 represents the net amount due to Li3 after apportioning all expenses and amounts invested by both Premier and Li3.

9.    SHARE CAPITAL

Authorised share capital

The total number of voting rights in the Company on the 30 June 2024 was 31,381,688,211.

Issued share capital

10.  OTHER INCOME

11.  TAXATION

There is no taxation charge for the period ended 30 June 2024 (30 June 2023 and 31 December 2023: Nil) because the Group is registered in the British Virgin Islands where no corporate taxes or capital gains tax are charged. However, the Group may be liable for taxes in the jurisdictions of the underlying operations.

The Group has incurred tax losses in Zimbabwe; however, a deferred tax asset has not been recognised in the accounts due to the unpredictability of future profit streams. 

The Group operates across different geographical regions and is required to comply with tax legislation in various jurisdictions. The determination of the Group's tax is based on interpretations applied in terms of the respective tax legislations and may be subject to periodic challenges by tax authorities which may give rise to tax exposures.

12.  LOSS PER SHARE

The calculation of loss per share is based on the loss after taxation attributable to the owners of the parent divided by the weighted average number of shares in issue during each period.

As the Group incurred a loss for the period, there is no dilutive effect from the share options and warrants in issue or the shares issued after the reporting date.

13.  EVENTS AFTER THE REPORTING DATE

Funding

In the period 1 July 2024 to 30 September 2024, the Group issued a total of 2,900 million shares. The proceeds raised from these issues were used to settle certain liabilities of the group.

ENDS