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REG - BlueRock DiamondsPLC - Half-year Report

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RNS Number : 5658Y  BlueRock Diamonds PLC  07 September 2022

BlueRock Diamonds PLC / AIM: BRD / Sector: Natural Resources

7 September 2022

BlueRock Diamonds Plc ("Bluerock" or the "Company")

Interim Results

 

BlueRock Diamonds, the AIM listed diamond mining company, which owns and
operates the Kareevlei Diamond Mine ('Kareevlei') in the Kimberley region of
South Africa, is pleased to announce its interim results for the six months
ended 30 June 2022.

 

OVERVIEW  - June 2022 versus June 2021

 

Operational Results

·    18% increase in tonnes processed to 260k

·    20% decrease in grade to 3.22 cpht

·    7% decrease in carats produced to 8,214

·    48% increase in sales price to US$629 per carat

 

Capital  Projects

·    Development to open up the Main Pit at depth continued with 1.1
million tonnes ('Mt') of waste mined, up 78% year-on-year ('yoy')

·    Commissioned the new plant at the end of 2021 with a gradual build-up
of production volumes

·    High-Level Review undertaken in June recommending changes to further
de-risk mining and plant in the wet season

 

Financials

·    45% increase in revenue to £4,079,000 (2021: £2,817,000) driven by
higher diamond prices

·    Operating loss of £783,000 (2021: £539,000), a result of reduced
production and higher costs

·    Loss before taxation was £23,000 (2021: £513,000)

 

CHAIRMAN'S STATEMENT

The key drivers for the first half of the year were to continue with the
increased mining development in the Main Pit (KV1 and KV2) and to ramp up
production in the expanded 1 million tonne per annum ('Mtpa') processing
plant, which had been largely commissioned in late 2021. Unfortunately, the
mine experienced extreme weather conditions for the first five months of the
year, the third year in a row that Kareevlei has had rainfall significantly
above the long-term average (+214%). Consequently, management is now
considering how to mitigate against what appears to be extreme changes in the
environment.

 

To complicate matters further, the wet season extended into May and June 2022
with rainfall of 106mm; in past years these have been dry months. As a
consequence, although the total development tonnes were materially up on 2021,
they were significantly down on target, which resulted in the operation having
limited tonnage of pure kimberlite and having to feed lower grade and
difficult to handle material throughout the period under review.

 

The market remained robust with a major spike in the prices in Q1, due mainly
to the concerns on the rough diamond supply side driven by the war in Ukraine.
It appears to have stabilised in Q2 with the retail side influenced by the
impact of inflation on disposable income and the Covid shutdowns in China,
however, we are still seeing very positive prices and it is forecast the
supply side will remain tight for the foreseeable future.

 

Despite a drop off in the recovery of larger diamonds, which we would
associate with the poorer feed, the Company has averaged US$629 per carat (HY
2021: $436 per carat) in the period under review. Pleasingly, post period end
in Q3 we are seeing an increase in the recovery of high-value stones.

 

The financial results and cash position, despite the much-improved prices and
higher revenue, have been negatively influenced by the poor operational
results and the necessity to press on with the large spend on development
mining and a material increase in a number of costs areas.

 

As per earlier announcements, ongoing discussions have taken place with the
Teichmann Group involving both financing and the management of the Kareevlei
operation; these will hopefully be concluded at the AGM with shareholder
approval.

 

On the management front, a High-Level Review, at the request of the Teichmann
Group, was completed by a team of experienced consultants. The results
highlighted a need for a further review of the mine plan and the possibility
of fast-tracking the development mining to further de-risk the operation
against extreme weather and to optimise the mining fleet on site, although
this will increase cash outflow in the short term. In addition, certain
changes to the plant were recommended that would further de-risk this
operation in the wet season and enhance throughput and potentially diamond
recovery. The management and Board have been working closely with the
Teichmann Group in progressing a number of areas and will report back to
shareholders once the evaluation work is completed.

 

Mining

 Mining (in tonnes '000)  H1 2022  H1 2021  Increase
 Waste (development)      1,149    646      78%
 Ore                      321      289      11%
 Total                    1,470    935      57%

 

Total mined tonnes in H1 2022 were 57% up on H1 2021. It is particularly
important to note that the large increase in the waste mining should be seen
as an investment for the future as a lot of development work is to prepare the
Main Pit to mine efficiently at deeper levels than was originally anticipated
and to deal with inclement weather.  The strip ratio in H1 2022 was 3.6,
which is significantly higher than the life of mine strip ratio for the Main
Pit of 1.8 and a strip ratio of 2.2 in 2021.   The cash cost of the excess
waste mining in H1 2022 was £1.35m (ZAR 27m) (2021: £0.26m (ZAR 5m)), which
was capitalised and will be amortised over the life of the Main Pit.

 

Management continues to review the life of mine plan with a view to opening up
KV3 in 2023 to provide more flexibility in the mining operation as the Main
Pit is mined at deeper levels.

 

Processing

 Tonnes '000      H1 2022  H1 2021  Increase
 Processed        260      221      18%
 Grade            3.22     4.1      -20%
 Carats Produced  8,214    8,949    -7%

 

The increase in tonnage in H1 2022, although disappointing and a lost
opportunity with the buoyant market, has to be viewed against a background of
over 600mm of rain and 40 production days lost (2021 Q2: 2 days, vs 2022 Q2:
13 days). In addition, whilst the plant was operating the feed was largely a
wet low-grade material, which hosted a high percent of fines and clay.  With
the grade being down 20%, the carats produced were 7% down on 2021.
Accordingly, we have downgraded our guidance for 2022, as set out below. The
ore mining operation is now below the high clay low grade kimberlite zone and
should be supplying a better feed going forward.

 

The wet season has highlighted that, while improvements have been made to
enable the new plant to perform better in wet conditions, it still has
vulnerabilities. Management is now looking at a wet screening circuit at the
front end of the plant to remove a large percent of smaller sized material,
which clogs up the circuit, and treating this product through one line and by
doing so free up the secondary crushing circuit. There is also a review of the
Cone Crushers, with test work ongoing, as it is believed a more modern crusher
together with the wet screening would enhance production and improve diamond
recovery.  These improvements if implemented need to be in place before the
2023 wet season.

 

It is pleasing to note that with the drier conditions since July the processed
tonnes are improving but the plant is yet to achieve its design capacity. This
is partly due to the mine still not being able to feed it with  a high
percentage of kimberlite, which impacts on "tonne per hour" achievable on each
line and a number of ongoing teething issues, which have impacted on the plant
operating time.

 

Sales

 Sales      H1 2022  H1 2021  Increase
 Carats     8,580    9,115    -5%
 USD/Carat  629      436      44%

 

Carats sold in H1 2022 were 5% down on H1 2021 due to the operational issues
explained above.

 

The market has been strong throughout H1 with prices up 44% on the same period
in 2021. The average price for the six months has been influenced by a spike
in prices in early Q1 but overall, we have seen a step change in prices versus
2021 and an ongoing high demand for the Kareevlei diamonds.

 

The tenders in Kimberley where Kareevlei diamonds are sold have been well
supported with the opening up of travel to South Africa following the Covid
restrictions.

 

Mining Licence

An application for the renewal of the current Mining Licence has been
submitted to the Department of Mineral Resources & Energy in South Africa.
As at the date of approval of this report the outcome of this application has
not yet been received. The Group has approval to continue mining until such
time as the application has been processed. The Directors are of the opinion
that there is no reason to believe that the approval will not be obtained.

 

Market Overview /Outlook

The supply side of rough diamonds has remained under pressure and is expected
to continue to do so whilst the conflict around Ukraine exists. It is
anticipated that the retail market could soften with the impact of inflation
on disposable income, however, the Kareevlei's high-quality diamonds remains
sought after and prices achieved in July and August have been encouraging.
 

 

Large Stones

Kareevlei continues to produce high value diamonds as detailed below.  We are
particularly encouraged with the year-to-date numbers when one considers the
lower grade feed for much of the year with 17 high value diamonds recovered
versus 8 for same period last year.

 

 Date sold 2022  Carats  Value    Value per carat

                         USD000   USD000
 August          11.62   84       7.2
                 10.02   81       8.1
                 9.04    76       8.4
                 6.77    52       7.6
                 6.88    52       7.5
                 10.35   50       4.8
 July            5.97    55       9
                 7.4     67       9
 March           19.3    116      6
                 12.7    128      10
                 8.7     104      12
                 6.6     63       9.5
 February        11.9    211      17.6
                 8.3     96       8.3
                 13.6    78       5.8
                 7.5     75       10
 January         6.8     63       9.3

Note: It is the Company policy to announce all stones sold with a value of in
excess of USD50k.

 

Financials

In the first half of 2022, the Company made an operating loss of £783,000 on
turnover of £4,079,000, compared with a loss of £539,000 on turnover of
£2,817,000 in the first half of 2021.  Loss before taxation was £23,000
compared to £513,000 in 2021.

 

The increase in turnover reflects the increase in prices in rough diamonds
seen over the period.

 

The increase in the operating loss despite the increase in turnover reflects
the reduction in grades achieved whilst the mine development has been taking
place, together with rising costs. Diesel fuel, which is used extensively in
the mining operation and to provide generated power to the plant, has
increased by 53% and certain explosive costs have almost doubled. In addition,
the mine has higher staff/employee costs in anticipation of the step up in
production. Depreciation has had a major impact on the operating loss and has
increased from £161,000 to £488,000, as the new plant is depreciated from
the date it was brought into use.

 

Unrestricted cash at 30 June 2022 was £429,000.

 

Financing

In March 2022, the Company raised gross proceeds of £2.1 million by way of a
placing and subscription, as well as settling £580,000 of creditors through
issuing shares.

 

The funding was required to provide additional working capital to the Company
in order to:

 

(a)  implement its upgraded mining plan to ensure consistent supply of
quality ore to the processing plant - optimising the throughput of the new 1
million tonne per annum ('Mtpa') plant, while maximising the economic life of
the mine; and

(b)  pay its mining contractor, Teichmann SA Limited ("TSA"), in order to
accommodate the impact of the two operation shutdowns experienced in Q4 2021.

 

In addition, since the period end the Company has entered into agreements with
the Teichmann Group as described further in the Post Balance Sheet Events
section below to provide up to £1,950,157 and ZAR30m of additional funding
before costs.

 

Guidance

We have revised our guidance for 2022, to reflect the results to date and our
continued uncertainty over production and grade for the balance of the year
that are closely linked to the mining development at the Main Pit.  It is
anticipated prices will remain at the US$500 to US$600 carat level.

 

We have also used a wider range covering the 2023 outlook to reflect the
potential outcomes of further mine and plant developments with a stronger
price regime reflecting the ongoing tightness in quality rough diamonds.

 

Revised guidance for the 2022 and 2023 periods are as follows:

 

                          Revised 2022 guidance  Previous 2022 guidance  Revised 2023 guidance  Previous 2023 guidance  2021 actual
 Tonnes processed ('000)  620-670                700-750                 875-970                1,000                   516
 Carats produced          20,000 to 24,000       24,500 to 30,000        35,000 to 41,000       43,000                  23,497
 Grade                    3.25 to 3.5            3.6 to 4.0              4.0 to 4.3             4.3                     4.55
 Value per carat (USD)    500 to 600             500 to 550              500                    450                     470
 Revenue (USDm)           10.0 to 14.4           12.0 to 16.5            17.5 to 20.5           19                      10.8

 

The production and mining plan are currently under review after the high level
review and once the outcomes are fully assessed the guidance will be updated

 

Post Balance Sheet Events

Since 30 June 2022, we are seeing an ongoing drive on the mining front to
catch up lost tonnage from H1 and this in turn will provide the plant with a
higher-grade product easier to process material from the end of August. We
have seen improvements in the processed tonnages with the plant running at 80%
capacity, but more is needed. We expect this situation to improve once the
plant is feeding a higher quality fresh kimberlite, however, to get up to full
capacity there will also have to be material improvements in running time.

 

Following the recommendations of the High-Level Review, the mine plan is being
reviewed both in terms of what is deemed the correct economic depth of the
pipes with more updated revenue and costs information and the benefit and
funding of pushing development mining harder earlier in the process to
maximise mining fleet capacity on site and also de-risk the mine by having
access to a wider range of ore.  Additionally, test work is now being carried
out on the plant to establish if proposed improvements in terms of a wet
screen and revamped secondary crushing circuit will add the desired value and
ensure the operation can run more efficiently in the wet season.   There is
also a greater focus by the Teichmann Group on a more hands-on management
style to bring stronger leadership and work culture at the mine whilst also
looking at cost reductions as the mine enters what could be an extended
inflationary environment.

 

The Company is looking to appoint a full time COO/GM of Kareevlei. The focus
is to find a hands-on individual with diamond mining/ processing experience.
Meiring Burger, who had agreed to hold the CEO post as an interim measure has
stepped down. A bridging arrangement has been put in place with two highly
experienced individuals supporting local management and a higher direct role
by Teichmann until a permanent replacement is appointed.

 

The sales value of our diamonds continues to be strong as highlighted by the
recently announced high value stones in the August tender and an average price
year to date of US$531 per carat. There is no question that with the quality
of Kareevlei diamonds, if one can get the production up and manage the wet
season better, there is significant value for shareholders.

 

As announced on 4 July 2022 and in the Circular on 15 August 2022, the Company
has entered into a number of agreements with the Teichmann Group.  These
agreements include:

 

(a)  On 4 July 2022, Kareevlei entered into a new extended credit facility
with its mining contractor, TSA, for up to ZAR30 million which reduces to
ZAR20 million 180 days after drawdown.

 

(b)  The Company has issued Simple Loan Notes for £1,066,411 to the
Teichmann Group redeemable on 7 September 2022 with zero interest payable.
These will be converted into subscription shares at 7p per share after the AGM
on 7 September 2022, subject to shareholder approval being obtained. Should
approval not be granted, the Company will be required to redeem the Simple
Loan Notes at the amount invested by the Noteholders plus the greater of
£1,000,000 and the market value of the New Conversion Shares had they been
issued.

 

(c)   The Company has agreed to amend the existing Convertible Loan Notes of
£1,610,000 issued to the Teichmann Group ("Existing CLN") to extend the
repayment date to 30 November 2025, remove the applicable interest and amend
the conversion price, such that the maximum number of shares to be issued is
unchanged.

 

(d)  Subject to shareholder approval at the AGM, the Company will issue New
Convertible Loan Notes to the Teichmann Group ("New CLNs") for £583,746 under
the same terms as the amended Existing CLN.

 

 

(e)  Subject to shareholder approval, a Broker Option has been agreed which
allows subscriptions for up to an aggregate £0.3 million at 7p per share with
priority given to existing Shareholders of the Company.

 

(f)   The Company, SP Angel and Teichmann Company Limited ("TCL") entered
into a relationship agreement on 4 July 2022. Amongst other things TCL has the
right to appoint up to three Directors to the Board of BlueRock, provided this
is matched by the same number of Independent Directors who will retain the
casting vote.

 

(g)  The Company, Kareevlei, TCL and TSA entered into a governance agreement
on 4 July 2022 relating to Kareevlei which sets out the future governance of
Kareevlei.

 

Further details of these agreements, and the security provided to the
Teichmann Group in respect of the agreements is given in the Circular and the
agreements are available on the Company's website.

 

I would like to thank everyone at BlueRock and Kareevlei, as well as our
shareholders and key stakeholders for their continued efforts and support.

 

Mike Houston

Chairman

 

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 30 JUNE 2022

Consolidated Statement of Financial Position

                                                        Note  As at        As at        As at

                                                              30 June      30 June      31 December 2021

                                                              2022         2021         Audited

                                                              Unaudited    Unaudited    £

                                                              £            £
 Assets
 Non-current assets
 Property, plant, and equipment                         5     4,588,123    4,113,487    4,312,946
 Right-of-use assets                                    5     540,564      559,945      517,789
 Mining assets                                          5     3,368,872    860,290      1,839,809
 Other receivables                                      7     534,903      522,343      492,596
                                                              9,032,462    6,056,065    7,163,140
 Current assets
 Inventories                                            6     1,052,475    822,699      802,835
 Trade and other receivables                            7     146,589      1,129,013    93,646
 Cash and cash equivalents (including restricted cash)  8     658,319      271,557      521,771
                                                              1,857,383    2,223,269    1,418,252

 Total assets                                                 10,889,845   8,279,334    8,581,392
 Equity and liabilities
 Equity Attributable to Equity Holders of the Parent
 Share capital                                          10    1,088,838    706,050      706,050
 Share premium                                          10    10,813,027   8,656,201    8,656,201
 Other equity                                                 94,680       -            94,680
 Accumulated losses                                           (7,472,463)  (6,880,518)  (7,781,745)
 Other reserves                                               2,668,379    2,711,584    3,286,179
                                                              7,192,461    5,193,317    4,961,365

 Non-controlling interest                                     (2,695,396)  (2,479,235)  (2,223,906)
                                                              4,497,065    2,714,082    2,737,459
 Liabilities
 Current liabilities
 Trade and other payables                               11    2,577,825    2,788,324    2,739,672
 Borrowings                                             12    574,726      683,073      617,602
 Lease liabilities                                      12    26,841       17,496       44,559
                                                              3,179,392    3,488,893    3,401,833

 

 Non-current liabilities
 Borrowings                    12  1,881,505   924,666    1,333,345
 Lease liabilities             12  629,107     620,086    564,063
 Provisions                    13  702,776     531,607    544,692
                                   3,213,388   2,076,359  2,442,100

 Total liabilities                 6,392,780   5,565,252  5,843,933

 Total equity and liabilities      10,889,845  8,279,334  8,581,392

 

 

Consolidated Statement of Comprehensive Income

 

                                                                    Note  6 months ended  6 months ended  12 months ended 31 December 2021

                                                                          30 June         30 June         Audited

                                                                          2022            2021            £

                                                                          Unaudited       Unaudited

                                                                          £               £

 Revenue from contracts with customers                                    4,079,261       2,816,862       7,846,588
 Other income                                                             3,298           4,149           8,672
 Operating expenses                                                       (4,865,682)     (3,359,639)     (7,940,227)

 Operating loss                                                           (783,123)       (538,628)       (84,967)
 Finance income                                                           13,843          13,599          31,552
 Finance charges                                                          (225,593)       (137,999)       (384,288)
 Change in fair value of financial instruments designated at FVTPL        3,198           9,711           18,520
 Foreign exchange (loss) / gain                                     3     968,390         140,403         (929,714)
 Loss before taxation                                                     (23,285)        (512,914)       (1,348,897)
 Taxation                                                                 -               -               -
 Total loss for the period                                                (23,285)        (512,914)       (1,348,897)

 Total loss for the period, net of tax attributable to:
 Owners of the parent                                                     248,547         (321,363)       (1,222,590)
 Non-controlling interest                                                 (271,832)       (191,551)       (126,307)
                                                                          (23,285)        (512,914)       (1,348,897)

 Other Comprehensive Income:
 Exchange differences on translating foreign operations                   (767,918)       (99,520)        631,576
 Total comprehensive loss, net of tax                                     (791,203)       (612,434)       (717,321)

 Total comprehensive loss, net of tax attributable to:
 Owners of the parent                                                     (319,713)       (395,008)       (755,224)
 Non-controlling interest                                                 (471,490)       (217,426)       37,903
                                                                          (791,203)       (612,434)       (717,321)
 Earnings per share - from continuing activities
 Basic earnings per share                                           15    0.03            (0.05)          (0.09)
 Dilutive earnings per share                                        15    0.02            (0.05)          (0.09)

 

Consolidated Statement of Changes in Equity

                                                        Share capital                     Share premium                          Accumulated losses                  Other reserves and equity     Total attributable to equity holders of the Group  Non-controlling interest            Total equity
                                                        £                                 £                                      £                                   £                             £                                                  £                                   £
 Balance at 1 January 2021:                             454,333                           6,885,796                              (7,223,054)                         3,393,154                     3,510,229                                          (2,261,809)                         1,248,420
 Loss for the period                                    -                                 -                                      (321,363)                                       -                 (321,363)                                          (191,551)                           (512,914)
 Other comprehensive income:
 Foreign exchange movements                             -                                 -                                      -                                   (73,645)                      (73,645)                                           (25,875)                            (99,520)
 Total comprehensive loss:                               -                                -                                      (321,363)                           (73,645)                      (395,008)                                          (217,426)                           (612,434)
 Transactions with shareholders:
 Issue of share capital                                 251,717                           1,831,255                              -                                   -                             2,082,972                                          -                                   2,082,972
 Share issue expenses                                   -                                 (60,850)                               -                                   -                             (60,850)                                           -                                   (60,850)
 Issue of share options                                 -                                 -                                      -                                   55,974                        55,974                                             -                                   55,974
 Transfer of lapsed options to accumulated loss         -                                 -                                      663,899                             (663,899)                     -                                                  -                                   -

 Total transactions with shareholders:                  251,717                           1,770,405                              663,899                             (607,925)                     2,078,096                                          -                                   2,078,096
 Balance at 30 June 2021 (unaudited):                   706,050                           8,656,201                              (6,880,518)                         2,711,584                     5,193,317                                          (2,479,235)                         2,714,082

 Balance at 1 July 2021:                                706,050                           8,656,201                              (6,880,518)                         2,711,584                     5,193,317                                          (2,479,235)                         2,714,082
 Loss for the period                                                  -                                   -                      (901,227)                                       -                 (901,227)                                          65,244                              (835,983)
 Other comprehensive income:
 Foreign exchange movements                                           -                                   -                                     -                    541,011                       541,011                                            190,085                             731,096
 Total comprehensive loss:                                            -                                   -                      (901,227)                           541,011                       (360,216)                                          255,329                             (104,887)
 Transaction with shareholders:
 Issue of share capital                                 -                                 -                                      -                                   -                             -                                                  -                                   -
 Share issue expenses                                   -                                 -                                      -                                   -                             -                                                  -                                   -
 Issue of share options                                               -                   -                                      -                                   33,584                        33,584                                                            -                    33,584
 Value of conversion rights-convertible notes           -                                 -                                      -                                   94,680                        94,680                                             -                                   94.680
 Total transactions with shareholders:                  -                                 -                                      -                                   128,264                       128,264                                                           -                    128,264
 Balance at 31 December 2021                            706,050                           8,656,201                              (7,781,745)                         3,380,859                     4,961,365                                          (2,223,906)                         2,737,459

 Balance at 1 January 2022:                             706,050                           8,656,201                              (7,781,745)                         3,380,859                     4,961,365                                          (2,223,906)                         2,737,459
 Profit/(Loss) for the period                           -                                 -                                      248,547                                         -                 248,547                                            (271,832)                           (23,285)
 Other comprehensive income:
 Foreign exchange movements                             -                                 -                                      -                                   (568,260)                     (568,260)                                          (199,658)                           (767,918)
 Total comprehensive loss:                               -                                -                                      248,547                             (568,260)                     (319,713)                                          (471,490)                           (791,203)
 Transaction with shareholders:
 Issue of share capital                                 382,788                           2,296,726                              -                                   -                             2,679,514                                          -                                   2,679,514
 Share issue expenses                                   -                                 (139,900)                              -                                   -                             (139,900)                                          -                                   (139,900)
 Issue of share options                                 -                                 -                                      -                                   11,195                        11,195                                             -                                   11,195
 Transfer lapsed share options to retained losses       -                                 -                                      60,735                              (60,735)                      -                                                  -                                   -
 Total transactions with shareholders:                  382,788                           2,156,826                              60,735                              (49,540)                      2,550,809                                          -                                   2,550,809
 Balance at 30 June 2022 (unaudited)                    1,088,838                         10,813,027                             (7,472,463)                         2,763,059                     7,192,461                                          (2,695,396)                         4,497,065

 

 

Consolidated Statement of Cash Flows

 

                                                               6 months ended  6 months ended  12 months ended          31 December 2021

                                                               30 June         30 June         Audited

                                                               2022            2021            £

                                                               Unaudited       Unaudited

                                                               £               £

 Operating activities
 Cash used in operations                                   14  (504,101)       (42,781)        2,405,359

 Net cash flows from/(used in) operating activities            (504,101)       (42,781)        2,405,359

 Investing activities
 Purchase of property, plant and equipment                 5   (1,606,414)     (1,813,073)     (4,065,422)
 Proceeds on sale of property, plant and equipment         5   -               -               56,572
 Movement in other receivables                             7   1,063           (91,040)        (99,030)

 Net cash used in investing activities                         (1,605,351)     (1,904,113)     (4,107,880)

 Financing activities
 Proceeds on share issue (net of share issue costs)        10  1,960,100       1,237,160       1,436,527
 Repayments of borrowings                                  12  (371,562)       (93,151)        (610,125)
 Loans drawn down                                          12  668,861         136,170         941,146
 Repayments of lease liabilities                           12  (47,196)        (42,655)        (87,750)
 Movement in restricted cash                               8   (3,968)         (3,585)         (7,082)

 Net cash received from financing activities                   2,206,235       1,233,939       1,672,716

 Net (decrease) / increase in cash and cash equivalents        96,783          (712,955)       (29,805)
 Cash and cash equivalents at the beginning of the period  8   315,353         355,464         355,463
 Foreign exchange differences                                  17,191          408,798         (10,305)

 Cash and cash equivalents at the end of the period        8   429,327         51,307          315,353

Notes to the Interim Consolidated Financial Statements

1. Accounting policies

 

1.1 General information and basis of preparation

 

The condensed interim consolidated financial statements (the "interim
financial statements") are for the six-month period ended 30 June 2022.

 

These interim financial statements have not been audited or reviewed, and the
financial information set out in this report does not constitute statutory
accounts as defined by the Companies Act 2006. The comparative figures for the
year ended 31 December 2021 were derived from the statutory accounts for the
year to 31 December 2021, which have been delivered to the Registrar of
Companies. Those accounts received an unqualified audit report which did not
contain statements under sections 498(2) or (3) (accounting records or returns
inadequate, accounts not agreeing with records and returns or failure to
obtain necessary information and explanations) of the Companies Act 2006.

 

The interim financial statements have been prepared on the basis of the
accounting policies set out in the December 2021 financial statements of
BlueRock Diamonds plc, amended for new standards effective from 1 January 2022
and IAS 34 "Interim Financial Reporting" on a going concern basis. They are
presented in sterling, which is also the functional currency of the parent
company. They do not include all the information required in annual financial
statements in accordance with IFRS and should be read in conjunction with the
consolidated financial statements of the Group for the period ended 31
December 2021.

 

The interim financial statements have been approved for issue by the Board of
Directors on 7 September 2022.

 

Going concern

The Group has prepared forecasts covering the period to 31 December 2023.
Appropriate diligence has been applied by the directors who believe that the
forecasts are prepared on a realistic basis using the best available
information. The Group had cash balances of £429,000 excluding restricted
cash.  In addition, as set out in the Post Balance Sheet Events section of
the Chairman's Statement, the Group has entered into Agreements with the
Teichmann Group which will provide up to £1,950,000 plus ZAR 30m of
additional funding before costs, subject to shareholder approval.

 

In making its going concern assessment, the Board has assumed that shareholder
approval will be obtained, the future development plans adopted by the ongoing
board are financed and that suitable arrangements are made with creditors as
required from time to time.

 

After review of these uncertainties the Directors have a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. For this reason, we continue to adopt
the going concern basis in preparing this half year report and accounts of the
Group. Should shareholder approval not be obtained at the forthcoming AGM, the
future development plans are not financed and suitable arrangements with the
group's creditors are not obtained, significant doubt would be cast on the
Group's ability to continue as a going concern.

 

1.2 Changes in accounting standards and disclosures

 

There are no changes to the accounting policies as described in the 2021
annual financial statements.

 

The other amendments or interpretation, which are effective in 2022 and
relevant to the Group's operations, do not have a significant effect on the
Group's accounting policies.

 

The Group has not early adopted any standard or amendments that have been
issued but not yet effective.

 

2. Significant judgements and sources of estimation uncertainty

In the application of the Group's accounting policies the Directors are
required to make estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.

 

The judgements, estimates and assumptions applied in the interim financial
statements including the key sources of estimation uncertainty were the same
as those applied in the financial statements for the period ended 31 December
2021.

 

The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.

 

3.  Foreign exchange (loss) / gain

 

 

                                 6 months ended 30 June  6 months ended  12 months ended

                                  2022                   30 June         31 December

                                 £                       2021             2021

                                 Unaudited               £               £

                                                         Unaudited       Audited
 Foreign exchange (loss) / gain  968,390                 140,403         (929,714)

 

The foreign exchanges (loss) / gain relate to the translation of balances
denominated in foreign currencies at year-end exchange rates.

 

4. Segmental reporting

Operating segments are identified based on internal reports about components
of the Group that are regularly reviewed by the chief operating decision maker
to allocate resources to the segments and to assess their performance.

 

The Group's operations relate to the exploration for, and development of
mineral deposits in the Kimberley region of South Africa and as such the Group
has only one reportable segment. The non-current assets in the Kimberley
region in June 2022 were £9,032,462 (June 2021: £6,056,066; December 2021:
£7,163,138)

 

All revenue consists of sales of diamonds in South Africa through auctions as
is customary in the industry. The Company sold its diamonds through auctions
run by CS Diamonds (Pty) Ltd during the period.

 

5. Property, plant and equipment

 

                         Cost           Accumulated depreciation  Carrying value

                         30 June 2022   £                         30 June 2022

                         £                                        £

                                                                  Unaudited
 Motor vehicles          36,195         (16,610)                  19,585
 Plant and machinery     6,438,946      (1,873,958)               4,564,988
 Leasehold improvements  4,733          (1,183)                   3,550
 Right-of-use-assets     766,038        (225,474)                 540,564
 Mining assets           3,761,409      (392,537)                 3,368,872

 Total                   11,007,321     (2,509,762)               8,497,559

 

Reconciliation of property, plant and equipment

 

                         Carrying value   Additions  Depreciation  Disposals and transfers  FX revaluation  Carrying value

                         1 January 2022                            £                        £               30 June 2022

                         £                £          £                                                      £

                         Audited                                                                            Unaudited
 Motor vehicles          19,706           -          (1,831)       -                        1,710           19,585
 Plant and machinery     4,289,760        196,457    (297,629)     -                        376,400         4,564,988
 Leasehold improvements

                         3,480            -          (233)                                  303             3,550
 Right-of-use-assets     517,789          17,093     (39,607)      -                        45,289          540,564
 Mining assets           1,839,809        1,497,041  (148,839)     -                        180,861         3,368,872
                         6,670,544        1,710,591  (488,139)     -                        604,563         8,497,559

 

Right-of-use assets comprise the following:

 Land and buildings  438,091  17,093  (32,216)  -  38,374  461,342
 Motor vehicles      79,698   -       (7,391)   -  6,915   79,222
                     517,789  17,093  (39,607)  -  45,289  540,564

 

Included under mining assets are waste stripping costs to the value of
£2,228,898 (June 2021: £258,183; December 2021: £844,014 that have been
capitalised.

 

6. Inventories

 

                    30 June     30 June     31 December

                     2022       2021         2021

                    £           £           £

                    Unaudited   Unaudited   Audited
 Diamonds on hand   457,989     258,642     346,201
 Work in progress   582,228     547,811     435,722
 Consumable stores  12,258      16,246      20,912
                    1,052,475   822,699     802,835

 

7. Trade and other receivables

 

                                30 June     30 June     31 December

                                 2022       2021         2021

                                £           £           £

                                Unaudited   Unaudited   Audited
 Current receivables:
 Trade receivables              4,974       693,862     4,835
 Prepayments                    18,429      12,701      17,894
 VAT                            116,937     219,850     43,455
 Other receivables              6,249       202,600     27,462
 Total current receivables      146,589     1,129,013   93,646

 Non-current receivables
 Other receivables              534,903     522,343     492,596
 Total non-current receivables  534,903     522,343     492,596

 

The carrying value of all trade and other receivables is considered a
reasonable approximation of fair value.

 

Other non-current receivables represent amounts held by financial institutions
and the Department of Minerals and Energy as guarantees in respect of
environmental rehabilitation obligations in respect of the Group's South
African mines.

 

8. Cash and cash equivalents

 

                           30 June     30 June     31 December

                            2022       2021         2021

                           £           £           £

                           Unaudited   Unaudited   Audited
 Cash in bank and on hand  658,319     271,557     521,771

 

 

The above includes unrestricted cash of £429,327, and bank balances to the
value of £228,992 (30 June 2021: £220,250, 31 December 2021: £206,418) are
not available for use as it is held in trust with the Group's attorneys. This
account is held as security for the claims submitted by a former director of
the Group and may only be utilised against this claim, should it be
successful.

 

9. Share Based Payments

 

 The Company had the following share-based payment agreements which are
 described below:
                                           Date of grant                         Number of shares granted  Contractual life  Exercise price

 Type of arrangement
 Directors share option plan - Tranche 9   16/05/2019                            228,060                   5 years           50p
 Directors share option plan - Tranche 10  18/02/2020                            130,320                   5 years           85p
 Directors share option plan - Tranche 11  18/02/2020                            465,615                   5 years           85p

Tranche 9 options are split with half vesting 1 year from the date of grant
and half vesting immediately on the date of grant. Tranche 9 options have
fully vested.

Tranche 10 options vested immediately on the date of grant.

Tranche 11 options are split with half vesting 1 year from the date of grant
and half vesting 2 years from the date of grant. Tranche 11 options have fully
vested.

 

Movements in the number of share options outstanding and their related
weighted average prices are as follows:

 

                                             30 June 2022                                                  31 December 2021                                              30 June 2021
                                             Average exercise price in pence per share  Number of options  Average exercise price in pence per share  Number of options  Average exercise price in pence per share  Number of options
 Outstanding at the beginning of the period  132.77                                     828,450            132.77                                     828,450            88.35                                      828,450
 Granted                                     -                                          -                  -                                          -                  -                                          -
 Lapsed                                      (2,500)                                    (4,455)            -                                          -                  -                                          -
 Exercised                                   -                                          -                  -                                          -                  -                                          -
 Outstanding at the period / year end        75.31                                      823,995            132.77                                     828,450            88.35                                      828,450
 Exercisable at the period / year end        75.31                                      823,995            89.66                                      595,642            89.66                                      595,642

 

Options are valued at date of grant using the Black-Scholes option pricing
model.

 

There were no new share options granted during the period. Tranche 5 options
lapsed during the period.

 

The fair value per option of options granted during 2020, and the assumptions
used in the calculations are shown below:

                                       2020
                                       Tranche 10  Tranche 11
 Average grant date share price (p)    88.00       88.00
 Average exercise price (p)            85.00       85.00
 Share price volatility (p.a)          82.79%      82.79%
 Risk-free interest rate (p.a)         0.48%       0.48%
 Dividend yield (p.a)                  0%          0%
 Average contractual life (years)      5           5
 Average fair value per option (p)     57.70       57.70

The total share-based payment expense for the period ended 30 June 2022 was
£11,195 (June 2021: £55,974; December 2021: £89,558).

 

10. Share capital and share premium

 

                                                                            30 June     30 June     31 December

                                                                             2022       2021        2021

                                                                            £           £           £

                                                                            Unaudited   Unaudited   Audited
 Number of Ordinary shares                                                  21,776,755  14,121,002  14,121,002

 Ordinary share capital of 5p (June 2021: 5p, December 2021: 5p) per share  1,088,838   706,050     706,050

 Share premium                                                              10,813,027  8,656,201   8,656,201

                                                                            11,901,865  9,362,251   9,362,251

In the period ended 30 June 2022 the following Ordinary share issues occurred:

 

 Date of issue      Details of issue                               Number of ordinary shares  Share capital  Share premium

                                                                                              £              £
 At 1 January 2022                                                 14,121,002                 706,050        8,656,201

 31 March 2022      Placing and equity issue                       6,000,000                  300,000        1,800,000
 31 March 2022      Share allotment costs                          -                          -              (139,900)
 31 March 2022      Allotment of shares as repayment of suppliers

                                                                   1,655,753                  82,788         496,726
 At 30 June 2022                                                   21,776,755                 1,088,838      10,813,027

 

11. Trade and other payables

 

                   30 June     30 June     31 December

                    2022       2021         2021

                   £           £           £

                   Unaudited   Unaudited   Audited
 Trade payables    2,426,136   2,655,379   2,568,336
 Accrued expenses  129,645     110,958     151,076
 Other payables    22,044      21,987      20,260
                   2,577,825   2,788,324   2,739,672

 

An amount of £168,691 (30 June 2021: £166,727, 31 December 2021: £150,339)
is included within trade payables for amounts being claimed as being due to
companies related to a former director of the Company.  This amount is
disputed in full by the Company based on legal advice received.

 

Within other payables is an amount of £22,044 (30 June 2021: £21,987, 31
December 2021: £20,260) which relates to an amount claimed by a former
director and which, based on legal advice received by the company, is disputed
in full. See note 17 for further details.

 

12. Borrowings and leases liabilities

                      30 June     30 June     31 December

                       2022       2021         2021

                      £           £           £

                      Unaudited   Unaudited   Audited
 Convertible loans    2,236,003   855,344     1,414,845
 Loan facilities      220,228     740,388     532,904
 Embedded derivative  -           12,007      3,198
                      2,456,231   1,670,739   1,950,947

 Lease liabilities    655,948     637,582     608,622
                      3,112,179   2,308,321   2,559,569

 

                            30 June     30 June     31 December

                             2022       2021         2021

                            £           £           £

                            Unaudited   Unaudited   Audited
 Due within the year
 Convertible loans          448,037     428,157     427,187
 Loan facilities            126,689     254,533     187,217
 Embedded derivative        -           383         3,198
                            574,726     683,073     617,602
 Lease liabilities          26,841      17,496      44,559
                            601,567     700,569     662,161
 Due greater than one year
 Convertible loans          1,787,965   427,187     987,658
 Loan facilities            93,540      485,855     345,687
 Embedded derivative        -           11,624      -
                            1,881,505   924,666     1,333,345
 Lease liabilities          629,107     620,086     564,063
                            2,510,612   1,544,752   1,897,408

 

 

Convertible loans and embedded derivative

 

The movement on each convertible loan liability component can be summarised as
follows:

                                                Embedded derivative

                                                £                    Converti-ble loans - T Leslie and M Poole   14.5% Convertible loans - Teichmann Group   Total

                                                                     £                                           £                                           £
 Balance at 1 January 2021                      21,718               815,539                                     -                                           837,257
 Finance charge: unwinding the discount factor  -                    39,805                                      -                                           39,805
 Fair value adjustment to embedded derivative   (9,711)              -                                           -                                           (9,711)
 Balance at 30 June 2021                        12,007               855,344                                     -                                           867,351

 Drawdown                                       -                    -                                           941,146                                     941,146
 Other equity - value of conversion rights      -                    -                                           (94,680)                                    (94,680)
 Repayments                                     -                    (462,500)                                   -                                           (462,500)
 Finance charge: unwinding the discount factor  -                    34,343                                      141,192                                     175,535
 Fair value adjustment to embedded derivative   (8,809)              -                                           -                                           (8,809)
 Balance at 31 December 2021                    3,198                427,187                                     987,658                                     1,418,043

 Drawdown                                       -                    -                                           668,861                                     668,861
 Finance charge: unwinding the discount factor  -                    20,850                                      131,447                                     152,297
 Fair value adjustment to embedded derivative   (3,198)              -                                           -                                           (3,198)
 Balance at 30 June 2022                        -                    448,037                                     1,787,966                                   2,236,003

 

Convertible loans - T Leslie and M Poole

At 30 June 2022, the Group had in issue convertible loan stocks of £462,500
which had an initial term  until 16 October 2021. On 27 February 2020, the
Company announced that 50% of the total loan had been transferred to Mr Tim
Leslie, a non-executive Director of BlueRock Diamonds Plc. The Group had an
option, at its own discretion, to increase the initial term by a further 12
months. This option was exercised during 2021 and the balance of the loan note
is now payable on 16 October 2022.

 

The terms of the convertible loan note provide a mechanism for weighted
conversion price revisions should additional funds be raised below the
prevailing conversion price. The current conversion price is 69p. This option
to convert the loan into shares has been treated as a separate financial
instrument, as an embedded derivative. This is due to a clause in the updated
convertible loan note agreement which will require the Company to issue a
variable number of shares if future fundraising over life of the convertible
loan note raises additional funds at a price per Ordinary share of less than
5p. This requires a separate valuation as it does not relate to the host
contract.

 

In addition, if the Company sells its interest in Kareevlei Mining (Pty) Ltd
before the final repayment date for consideration equivalent to or greater
than 120% of the loan note outstanding then the notes will become redeemable
and a 20% premium will be payable to the note holder.

 

Management have carried out an assessment of the terms of the convertible loan
and have judged that the instrument consists of two components:

·      a loan instrument; held at amortised cost

·      an embedded redemption feature (payable on a sale of the Group's
interest for consideration greater than 120% of the loan note value). The
embedded derivative should be recognised separately as a derivative financial
instrument at fair value through profit and loss (FVTPL).

 

A fair value exercise to determine the value of the two components was
undertaken by the Directors at the date the convertible loan was initially
drawn down. The fair value of the host loan instrument (including the embedded
redemption feature) has been valued as the residual of:

·      The fair value of the first draw down on 16 October 2014 is
discounted at a commercially applicable rate of 9.25%. The fair values of the
draw downs on 27 May 2016 and 2 October 2016 have been discounted at a
commercially applicable rate of 10.5%.

 

14.5% Convertible Loans - Teichmann Group

On 20 September 2021, the Group entered into an agreement to issue a total of
161 14.5% convertible notes for £1,610,000 to the Teichmann Group. The loan
notes are convertible into ordinary shares of the entity, at 1) the election
of the holder, 2) election of the entity if and when its shares trade in
excess of £0.60 per share, 3) on the automatic conversion dates as stipulated
in the agreement or 4) on 30 November 2024, the maturity date. The loan notes
are convertible into 6,465,247 ordinary shares. Interest is payable on the
maturity date.

 

The initial fair value of the liability portion of the bond was determined
using a market interest rate for an equivalent non-convertible bond at the
issue date. The liability is subsequently recognised on an amortised cost
basis until extinguished on conversion or maturity of the bonds. The remainder
of the proceeds are allocated to the conversion option and recognised in
shareholders' equity (net of income tax), due to the fact that it meets the
"fixed for fixed" test as the number of conversion shares are determined at
the issue date. It is not subsequently remeasured.

 

Loan facilities comprise the following:

 

M Poole

In 2017 the Company entered into a loan facility agreement with Mark Poole. A
90-day interest free period was included in the agreement from the date of the
first draw down. After this point interest accrues on the capital balance at a
rate of 10% per annum, which is payable quarterly in arrears. All capital to
be repaid within 5 years from the date of the draw down on the facility.

 

Additionally, a security over the property, plant and equipment of Kareevlei
Mining (Pty) Limited is held.

 

During the period ended 30 June 2022 an interest charge of £1,494 (June 2021:
£3,118, December 2021: £5,150) was recognised on the total capital drawn
down. As of 30 June 2022, the balance due was £16,565.

 

Numovista (Pty) Ltd

During March 2020 Kareevlei Mining (Pty) Ltd entered into a sale of assets
agreement with Numovista (Pty) Ltd whereby mining equipment was purchased from
Numovista (Pty) Ltd. Ownership of the equipment transferred with the payment
of the initial deposit. The balance of the loan is repayable in 36 monthly
instalments of £18,395. The effective interest rate is 9.75%. As of 30 June
2022, the balance due was £203,663.

 

13. Provisions

 

Reconciliation of provisions

 Rehabilitation costs
                              £
 Balance at 1 January 2021    454,197
 Change in estimate           55,579

 Unwinding of discount        15,963

 Exchange differences         5,868

 Balance at 30 June 2021      531,607

 Change in estimate           41,156
 Unwinding of discount        16,309
 Exchange differences         (44,380)

 Balance at 31 December 2021  544,692

 Change in estimate           87,084
 Unwinding of discount        21,511
 Exchange differences         49,489

 Balance at 30 June 2022      702,776

The provision for environmental rehabilitation closure cost was independently
assessed by RS Mellett of OMI Solutions (Pty) Ltd. The closure cost assessment
reports over the Remainder of the Farm No. 113 (Skietfontein), Portion of
Portion 2 (Kareeboompan) of the Farm 142, Portion 1 (Westhoek) of the Farm
113, and Portion 2 (Klipvlei) of the Farm 113. The financial provision was
calculated in accordance with Regulation 54 of the Minerals and Petroleum
Resources Development Act 2002 (Act 28 of 2002) during March 2022.

 

In determining the amounts attributable to the rehabilitation provision at the
Kareevlei mining area, management used a discount rate of 7.25% (30 June 2021:
7%, 31 December 2021: 7.25%), estimated rehabilitation timing of 9 years (30
June 2021: 10 years, 31 December 2021: 9 years) and an inflation rate of 4.63%
(30 June 2021: 4.37%, 31 December 2021: 4.63%).

 

14. Cash used in operations

 

                                                        30 June     30 June     31 December 2021

                                                        2022        2021        £

                                                        £           £           Audited

                                                        Unaudited   Unaudited

 Loss before taxation                                   (23,285)    (512,914)   (1,348,897)
 Adjustments for non-cash items:
 Depreciation and amortisation                          488,139     161,156     468,241
 Foreign exchange movement                              (968,390)   (140,403)   929,714
 Embedded derivative charge                             (3,198)     (9,711)     (18,520)
 Share based payment expense                            11,195      55,974      89,557
 Interest accrued on borrowings and lease liabilities   196,196     100,012     326,646
 Interest accrued on provisions                         21,511      15,963      32,272
 Impairment losses                                      -           -           83,392
 (Gains)/Loss on sale of property, plant and equipment  -           -           (16,488)
 Changes in working capital:
 (Increase)/decrease in trade and other receivables     (46,553)    (868,714)   (54,565)
 Increase/(decrease) in trade and other payables        (3,249)     1,508,619   2,311,680
 (Increase) / decrease in inventories                   (176,467)   (352,763)   (397,673)
                                                        (504,101)   (42,781)    2,405,359

 

 

15. Earnings per share

                                                                                30 June      30 June     31 December

                                                                                 2022         2021        2021

                                                                                £            £           £

                                                                                Unaudited    Unaudited   Audited
 Basic earnings per share
 Profit/(Loss) attributable to ordinary shareholders                            248,547      (321,363)   (1,222,590)
 Weighted average number of shares                                              8,872,477    5,851,966   12,970,498
 Basic profit/(loss) per share                                                  0.03         (0.05)      (0.09)

 Dilutive earnings per share
 Earnings used in the calculation of basic earnings per share

                                                                                248,547
 Effect of dilution:
 Interest on 14.5% Convertible Loan Notes - Teichmann Group (net of tax)

                                                                                106,472
 Interest on Convertible Loan Notes -T Leslie and M Poole (net of tax)

                                                                                16,889
 Share option charge on directors' share options

                                                                                9,068
 Earnings used in the calculation of dilutive earnings per share

                                                                                380,976
 Weighted average number of shares used in calculation of basic earnings per
 share

                                                                                8,872,477
 Effect of dilution:
 Future shares to be issued on conversion of 14.5% Convertible Loan Notes -
 Teichmann Group

                                                                                6,465,247
 Future shares to be issued on conversion of Convertible Loan Notes - T Leslie
 and M Poole

                                                                                666,724
 Future shares to be issued on exercise of directors' share options

                                                                                823,995

 Weighted average number of shares after dilution                               16,828,443

 Diluted earnings per share                                                     0.02

 
No comparative figures are given for diluted earnings per share as share options granted to directors and convertible loan notes issued, were antidilutive for prior periods.

 

16. Related party transactions

 

 Relationships

 Minority Interest ‑ William van Wyk    Minority interest in Kareevlei Mining (Pty) Ltd
 Ghaap Mining (Pty) Ltd                 William van Wyk is a majority shareholder of this company
 Michael Houston                        Executive Chairman
 David Facey                            Financial Director
 Tim Leslie                             Non-Executive Director
 Rob Croll                              Non-Executive Director
 G Teichmann                            Non-Executive Director
 AT Simbanegavi (Gus)                   Former Chief Operating Officer
 AM Burger                              Chief Executive Officer of Kareevlei Mining (Pty) Ltd
 Minexec (Pty) Ltd                      Company controlled by AM Burger
 Teichmann Company Limited              Significant shareholder of BlueRock Diamonds Plc
 Teichmann South Africa (Pty) Ltd       Associated Company of Teichmann Company Limited
 Numovista (Pty) Ltd                    Common shareholder with significant influence

 

Issue of Share Options

 

Mike Houston, David Facey and Gus Simbanegavi hold the following share
options:

 

 Director         Total no. of share options held
 Mike Houston     279,304
 David Facey      181,564
 Gus Simbanegavi  363,127

 

No share options were issued in the six-month period to 30 June 2022.

 

Borrowings from related parties

William van Wyk

During March 2018 the Group entered into a lease facility agreement with
William van Wyk, whereby motor vehicles are leased over a term of 72 months at
a rate of 12.5% per annum with the final repayment during June 2024. As at 30
June 2022 the balance payable on the lease facility was £16,514 (June 2021:
£24,404; December 2021: £18,762).

 

Interest paid: £1,016 (June 2021: £1,405; December 2021: £2,598)

 

Gus Simbanegavi

During March 2021 the Group entered into a lease facility agreement with Gus
Simbanegavi, whereby a motor vehicle is leased over a term of 72 months at a
rate of 7% per annum with the final repayment during March 2027. As at 30 June
2022 the balance payable on the lease facility was £34,085.

 

Interest paid: £1,217 (June 2021: £885; December 2021: £2,144)

 

Numovista (Pty) Ltd

As at 30 June 2022 the balance due on the loan facility granted to the group
was £203,663 (June 2021: £554,761; December 2021: £493,833). See note 12
for further details.

 

Trade and other payable due to related party

 

Teichmann South Africa (Pty) Ltd - trade payables of £1,540,544 (30 June
2021: £1,353,366; 31 December 2021: £1,183,055) and the Teichmann Group had
convertible loan notes as set out in note 12.

 

Transactions with related parties:

Teichmann South Africa (Pty) Ltd - Contractor fees paid - £1,925,100 (30 June
2021: £1,603,682, 31 December 2021: £3,651,904).

 

Ghaap Mining (Pty) Ltd - Contractor fees paid - £21,986 (30 June 2021:
£46,376, 31 December 2021: £69,673).

 

Minexec (Pty) Ltd - Consulting fees paid - £73,611

 

Diamond sales to D Facey - £nil (30 June 2021: £nil, 31 December 2021:
£2,062)

 

Directors' remuneration

The following directors' remuneration were paid during the period:

M Houston - received fees of £50,000 (30 June 2021: £32,500, 31 December
2021: £79,167)

D Facey - received fees of £50,000 (30 June 2021: £31,000, 31 December 2021:
£81,000)

G Simbanegavi - received fees of £5,000 (30 June 2021: £15,000 and 31
December 2021: £30,000)

T Leslie - received fees of £10,000 (30 June 2021: £10,833, 31 December
2021: £20,833)

R Croll - received fees of £15,000 (30 June 2021: £1,875, 31 December 2021:
£9,375)

 

Key Management personnel

G Simbanegavi - received a salary from Kareevlei Mining (Pty) Ltd of £34,074
(30 June 2021 £51,376 and 31 December 2021: £119,621)

 

17. Contingent liabilities

The amounts payable to CB Visser and his related companies as disclosed in
note 11, are currently under dispute. CB Visser is a former director and CEO
of both Kareevlei Mining (Pty) Ltd and BlueRock Diamonds Plc. who resigned
during September 2016. The total claim submitted by him amounts to £241,731
of which £185,624 has been accounted for under trade and other payables. The
Group has given security for the amount of £228,992 in respect of the above
claim. This security is held in trust by the Group's lawyers. The Group's
legal advisors are of the opinion that based on current available information,
the claims are without merit.

18. Events after the reporting period

As announced on 4 July 2022 and in the Circular on 15 August 2022, the Company
has entered into a number of agreements with the Teichmann Group.  These
agreements include:

 

(h)           On 4 July 2022, Kareevlei entered into a new extended
credit facility with its mining contractor, TSA, for up to ZAR30 million which
reduces to ZAR20 million 180 days after drawdown.

 

(i)    The Company has issued Simple Loan Notes for £1,066,411 to the
Teichmann Group redeemable on 7 September 2022 with zero interest payable.
These will be converted into subscription shares at 7p per share after the AGM
on 7 September 2022, subject to shareholder approval being obtained. Should
approval not be granted, the Company will be required to redeem the Simple
Loan Notes at the amount invested by the Noteholders plus the greater of
£1,000,000 and the market value of the New Conversion Shares had they been
issued.

 

(j)    The Company has agreed to amend the existing Convertible Loan Notes
issued to the Teichmann Group ("ECLN") to extend the repayment date to 30
November 2025, remove the applicable interest and amend the conversion price,
such that the maximum number of shares to be issued is unchanged.

 

(k)   Subject to shareholder approval at the AGM, the Company will issue New
Convertible Loan Notes to the Teichmann Group ("NCLN") for £583,746 under the
same terms as the amended ECLN.

 

(l)    Subject to shareholder approval a Broker Option has been agreed
which allows subscriptions for up to an aggregate £0.3 million at 7p per
share with priority given to existing Shareholders of the Company.

 

(m)  The Company, SP Angel and TCL entered into a relationship agreement on 4
July 2022. Amongst other things TCL has the right to appoint up to three
Directors to the Board of BlueRock, provided this is matched by the same
number of Independent Directors who will retain the casting vote.

 

(n)   The Company, Kareevlei, TCL and TSA entered into a governance
agreement on 4 July 2022 relating to Kareevlei which sets out the future
governance of Kareevlei.

 

Further details of these agreements, and the security provided to the
Teichmann Group in respect of the agreements is given in the Circular and the
agreement are available on the Company's website.

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('MAR'). Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.

 

**ENDS**

 

For further information, please visit BRD's website www.bluerockdiamonds.co.uk
(http://www.bluerockdiamonds.co.uk) or contact:

 

 BlueRock Diamonds PLC

 Mike Houston                           m.houston@bluerockdiamonds.co.uk

 David Facey, FD                        dfacey@bluerockdiamonds.co.uk (mailto:dfacey@bluerockdiamonds.co.uk)
 SP Angel (NOMAD and Broker)

 Stuart Gledhill / Caroline Rowe        Tel: +44 (0)20 3470 0470
 St Brides Partners Ltd (Financial PR)

 Isabel de Salis / Charlotte Page       info@stbridespartners.co.uk (mailto:info@stbridespartners.co.uk)

 

Notes to editors:

BlueRock Diamonds is an AIM-listed diamond producer which operates the
Kareevlei Diamond Mine near Kimberley in South Africa which produces diamonds
of exceptional quality and ranks in the top ten in the world in terms of
average value per carat. The Kareevlei licence area covers 3,000 hectares and
hosts five known diamondiferous kimberlite pipes. As at February 2021, it was
estimated that the remaining Inferred Mineral Resource from the four
kimberlite pipes (KV1, KV2, KV3 and KV5) represents a potential inground
number of carats of 407,600.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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.   END  IR GUGDCSDGDGDR

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