REG - Caracal Gold PLC - Interim results 31 December 2022
31/03/2023 14:45
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RNS Number : 9994U Caracal Gold PLC 31 March 2023
Friday, 31 March 2023
Caracal Gold PLC
Caracal Gold PLC ("the Company"), the expanding East African gold producer
with over 1,300,000oz of JORC compliant gold resources, is pleased to announce
its unaudited interim results for the six months ended 31 Dec 2022 ("the
period"). These results can also be found on the Company's website.
Summary operational and financial updates for the period
· Sales of £2.380 million (Dec 2021 FY: £4.433 million) were
generated from 1,641 ounces ("oz") of gold sold during the period at an
average price of US$1,676/oz (Dec 2021 FY: 3,223oz sold at an average price of
US$1,770/oz)
· Gross Loss of £0.926 million for the period (Dec 2021 FY: gross loss
of £1.197 million)
· Loss before taxation of £3.713 million for the period (Dec 2021 FY
loss of: £8.412 million)
· Net debt of £6.436 million (Jun 2022: net debt of £3.784 million)
· Ongoing work to increase production at the flagship Kilimapesa Gold
Mine:
Ø Continue to optimize mine plan and renewed focus on process efficiencies.
Ø Realised a total 806 ounces in gold sales in Q3 and 835 ounces in Q4.
· Reviewed the exploration programmes to further strengthen the current
Mineral Resource Estimate ('MRE'):
Ø To date, 104 RC holes accounting for 10,444m and 21 DD holes accounting for
3,660m have been drilled at Kilimapesa Hill, Maghor and Vim Rutha.
Ø In Q4, seven trenches were completed for a meterage total of 420m, five at
Kilimapesa West Hill and two in Vim Rutha.
· Due to the delay in funding, activities around the expansion, operations
have slowed down pending securing of funds.
· Excellent progress at Nyakafuru Gold Project in Tanzania:
Ø Completed Phase 1 exploration project on time; and
Ø Commencing 2nd phase drill programme validating historical drill results
(i) as well as further interpretation (ii) and collection of metallurgical
samples (iii).
Finance update
Post the H1 2022 period the Company announced on the 10th January 2023, that
the previously planned OCIM financing of US$10m would not be proceeding. As
a result, the previously announced Philoro funding was put on hold and it has
now been necessary to renegotiate the terms of the US$1.5m Mill End Financing
and to date this negotiation is ongoing.
The company is progressing discussions, including technical and legal due
diligence, with several potential financiers in order to provide the funding
required to complete the Kilimapesa expansion project. Philoro have confirmed
their US$3m funding is planned to come in alongside this funding.
Also, post H1 2022 the company announced a US$1 million fund raise via the
issue of secured Convertible Loan Notes ("CLNs") to Orca Capital GmbH
('ORCA'). The proceeds were immediately drawn down and used to accelerate
operations at Kilimapesa. The Company has granted ORCA an option to subscribe
for up to a further US$4 million of CLNs. (The details of the transaction are
contained in the RNS dated 16th February 2023.)
Share Admissions and Prospectus update
Certain share admissions previously announced by the Company have not been
admitted to the Financial Conduct Authority's ("FCA") Official List and to
trading on the London Stock Exchange. Work is continuing on the production
of a prospectus, which will be published as soon as practicable, subject to
approval by the FCA.
Board changes
During the period Mr. Riaan Lombard was appointed to the Board of Caracal Gold
Plc ("Caracal") as an Executive Director and Chief Operating Officer ("COO").
Mr. Stefan Mülller was also appointed as a Non-Executive Director and as part
of the Board changes, the Company announced that Mr. Gerard Kisbey-Green,
current Executive Director, would transition to become a Non-Executive
Director.
Post H1 2022
On the 13th January Mr Simon Games--Thomas stepped down from his position as
Non-Executive Chairman. Simon Grant Rennick was asked to assist the Company in
a consultancy role with the intention that he subsequently be appointed and
that in the interim be regarded as Chairman Designate.
Corporate Governance review
Post the H1 2022 period the Company announced that legal counsel had been
engaged to conduct a comprehensive review of the corporate governance,
regulatory compliance and communications policies in order to strengthen
internal procedures.
The Board decided that the Company's financial advisor, VSA, as well as an
independent firm of solicitors, would be consulted to assist the Chairman
Designate in this review and the Board expects the above to be concluded as
soon as is practically possible.
KENYA - KILIMAPESA GOLD PROJECT
Q1 22 Q2 22 Q3 22 Q4 22
Mined tons 44,846 42,233 64,639 35,989
Treated Tons 54,121 58,722 53,709 19,613
Smelted ounces Au 1,266 746 806 835
Stockpile tons 22,744 @ 1,72g/t 22,757 @ 1,68g/t 18,757 @ 1.72 7,715 @ 1.47
· In Q3, the plant processed a total of 23,790t at an average grade of
1.61g/t through the CIL circuit and a further 29,919t at an average grade of
0.99g/t through the heap leach circuit to realise a total of 806 ounces in
gold sales.
· In Q4, the plant processed a total of 19,613t at an average grade of
1.80g/t through the CIL circuit and a further 6,859t at an average grade of
0.86g/t through the heap leach circuit to realise a total of 835 ounces in
gold sales.
· Plant 2 was stopped on 1 August 2022 as the project of washing fines in
the circuit proved to be uneconomic. Major factors were the low tons washed to
the CIL and the insignificant upgrading of the fines.
· The heap leach pads reached design capacity and therefore Plant 3 was
stopped in December 2022.
· Gold figures accountability (ratio of sold to produced) increased to 99%
in September from an average of 50% for July and August. This was attributed
to the installations of weightometers in the plant and the flowmeter in the
Plant 3 CIS circuit, standardisation of sampling and sample handling
procedures and the increase in Quality Control checks in the new laboratory.
Gold figure accountability has subsequently remained stable at these rates.
· Tailings Storage Facility construction is on track.
Post H12022
Operating activities recommenced at Kilimapesa, activities on the heap leach
plant commenced immediately with the pads being loaded from existing low-grade
stockpiles. This was followed by open cast mining recommencing on the 5(th)
March and the Milling plant on the 8(th) March. The Company then announced the
discovery of a high-grade mineable zone above the current underground workings
and previous drilled areas, which is now processing 360tpd of high-grade
material with average grades from 3.31g/t to 4.74g/t. A targeted mining plan
confirming 180 days of high-grade material has been prepared and is being
actioned, while it is planned to focus on processing 500tpd.
Exploration
· Latest results from drilling on Kilimapesa Hill confirmed the lateral and
depth extensions at the Kilimapesa Hill.
· Completed a total of 10 DD holes and 22 RC holes on Vim Rutha prospect,
which extends more than 4km into the exploration licence and is located a few
hundred metres south of Kilimapesa Hill, for a total of 1,621m and 1,943m
respectively.
· DD drilling confirmed the existence of a mineralised structure over 1.5km
parallel to the Kilimapesa Hill deposit while samples from the RC drilling are
currently being analysed.
· A systematic trenching campaign commenced in Q3 to define the surface
expression of the Vim Rutha mineralisation and samples are being analysed.
· During Q4, a total of seven trenches were completed for a meterage of
420m. Five trenches at the Kilimapesa West Hill prospect and two in Vim Rutha
prospect. These trenches were positioned to determine both the strike and the
extent of mineralisation on Kilimapesa West Hill and Vim Rutha prospects.
· Continued underground DD with a total of 33.32m being drilled in two
boreholes in Adit D.
· To date, 104 RC holes accounting for 10,444m and 21 DD holes accounting
for 3,660m have been drilled at Kilimapesa Hill, Maghor and Vim Rutha:
Ø We also have assayed results from the Diamond Drilling ('DD') programme on
the Vim Rutha prospect, a shear zone of about 4.9km parallel to the known
orebody at the Kilimapesa Hill deposit ('Kilimapesa Hill') at the Kilimapesa
Gold and Mining Operations in Kenya (the 'Project'). The drilling intercepted,
on several occasions and over a distance of more than 2km from west to east,
one or more mineralised structures of significant thickness located a few
hundred metres south of Kilimapesa Hill.
Ø Assay results confirm that the Vim Rutha prospect corridor is intensely
gold-bearing with mineralised intercepts indicated by historical diamond
drilling. Additionally we have noted vertical and lateral extensions of one or
more parallel mineralised structures over several kilometres of distance just
south of Kilimapesa Hill.
Ø These results continue to demonstrate the high gold potential of the
various exploration prospects located in direct proximity to the Kilimapesa
Hill deposit.
Updated Company Reserves and Resources
· Following the successful resource expansion drill campaign, we have
expanded our Measured, Indicated and Inferred Resource of 12.15Mt @ 1.5g/t
gold for 565.7koz contained gold for the Kilimapesa Hill Deposit.
· This represents a 202% increase in the Measured and Indicated category,
with 56% of the contained ounces (317.6koz) now in Measured and Indicated
(previously 105koz).
· These promising results support at least a 10-year Life of Mine for the
current Project expansion, targeting 24,000oz per annum production.
· The significant increase in the Measured and Indicated Resource provides
optionality for the current mining and processing operations, delivering the
necessary differential in feed grade to the Milling and Heap Leach plants.
Safety, Health, and Environment
· Continued focus on environmental plans with targets hit, annual audit
conducted, and environmental licence obtained in relation to exploratory
drilling, open-pit mining, and heap leach.
· Open Pit and Exploration Environmental Impact Assessment submitted to
NEMA in Q4.
· All statutory audits including Fire Safety, OH&S and Environmental up
to date as at 31 December 2022.
· Ongoing support of employees with various training programmes completed
and underway.
· One significant accident in Q3 - the employee received immediate care, is
fully recuperated and has resumed work.
TANZANIA - NYAKAFURU GOLD PROJECT
· Completed the Phase 1 exploration project on schedule with the final
report nearing completion.
· Completed several fieldwork programmes including structural analysis of
Voyager and Mentelle and planning of location of drill holes for the 2nd phase
drill programme.
· Upgraded the Nyakafuru camp and completed the review of the licences and
extensions.
· Advanced the drill tender process.
* * ENDS * *
For further information visit www.caracalgold.com
(http://www.caracalgold.com/) or contact the following:
Caracal Gold plc robbie@kilimapesa.com
Robbie McCrae
Clear Capital Markets Ltd +44 203 897 0981
Joint Broker +44 203 869 6086
Keith Swann / Jonathan Critchley
VSA Capital Ltd +44 203 005 5000
Financial Adviser and Joint Broker
Andrew Raca (Corporate Finance)
DGWA, the German Institute for Asset and info@dgwa.org
Equity Allocation and Valuation
European Investor and Corporate Relations Advisor
Katharina Löckinger
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Note 6 months ended 12 months ended
31 December 31 December
2022 2021
£'000 £'000
(unaudited) (unaudited)
Continuing operations
Revenue 2,380 4,433
Cost of sales (3,306) (5,630)
Gross loss (926) (1,197)
Administrative expenses (1,905) (3,038)
Share-based payments - (668)
Operating loss before finance costs (2,831) (4,903)
Finance costs (269) (48)
Other income 4 2
Foreign exchange loss (617) (70)
Reverse acquisition expense - (3,393)
Loss before taxation (3,713) (8,412)
Taxation - -
Loss for the period (3,713) (8,412)
Other comprehensive income - items that may be reclassified subsequently to
profit and loss account
Translation of foreign operations 433 220
Total other comprehensive loss 433 220
Total comprehensive loss for the period attributable to the owners of the (3,280) (8,192)
Parent Company
Loss per share - basic and diluted (pence) (0.20p) (0.54p)
5
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note As at As at
31 December 30 June
2022 2022
£'000 £'000
(unaudited) (audited)
Non-Current Assets
Intangible assets 2,392 2,392
Property, plant and equipment 6 6,467 5,689
Total Non-Current Assets 8,859 8,081
Current assets
Inventories 7 773 712
Trade and other receivables 500 826
Cash and cash equivalents 2 80
Total Current Assets 1,275 1,618
Total Assets 10,134 9,699
Equity and Liabilities
Share capital 1,879 1,879
Share premium 14,246 14,306
Translation reserve 877 444
Reverse acquisition reserve 6,481 6,481
Share-based payment reserve 148 148
Retained earnings (29,034) (25,321)
Total Equity (5,403) (2,063)
Non-Current Liabilities
Deferred tax liability 552 552
Provisions and contingent liabilities 10 2,058 1,989
Loans and borrowings - interest bearing
9 4,657 167
Total Non-Current Liabilities 7,267 2,708
Current Liabilities
Trade and other payables 8 6,489 7,357
Loans and borrowings - interest bearing 9 1,781 1,697
Total Current Liabilities 8,270 9,054
Total Liabilities 15,537 11,762
Total Equity and Liabilities 10,134 9,699
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital Share premium Share-based payment reserve Reverse acquisition reserve Foreign currency reserve Retained earnings Total
£'000
£'000 £'000
£'000 £'000 £'000
£'000
Balance at 31 December 2020 (unaudited) 4,430 - - - 509 (9,773) (4,834)
Loss for the Period - - - - - (8,397) (8,397)
Other comprehensive income - - - - (7) - (7)
Total comprehensive loss for the period - - - - (7) (8,397) (8,404)
Transfer to reverse acquisition reserve (4,430) - - 4,430 - - -
Recognition of plc equity at acquisition date 132 602 - 8,573 - - 9,307
Issue of shares for acquisition of subsidiary 462 4,156 - (4,618) - - -
Issue of shares for placing at Admission 670 5,133 - - - - 5,803
Issue of other shares at Admission for to settle loans and creditors 296 2,690 - - - - 2,986
Issue of shares in settlement of fees post Admission 15 136 - - - - 151
Issue of shares for further placings post Admission 64 736 - - - - 800
Share based payment - - 668 - - - 668
Cost of share issues - (414) - - - - (414)
Total transactions with owners (2,791) 13,039 668 8,385 - - 19,301
Balance at 31 December 2021 (unaudited) 1,639 13,039 668 8,385 502 (18,170) 6,063
Loss for the Period - - - - - (7,151) (7,171)
Other comprehensive income - - - - (58) - (58)
Total comprehensive loss for the period - - - - (58) (7,151) (7,209)
Adjustments to equity accounts at year end (36) (1,282) (520) (1,904) - - (3,742)
Further placings 276 2,459 - - - - 2,825
Total transactions with owners 240 1,267 (520) (1,904) - - (917)
Balance at 30 June 2022 (audited) 1,879 14,306 148 6,481 444 (25,321) 2,063
Loss for the Period - - - - - (3,713) (3,713)
Other comprehensive income - - - - 433 - 433
Total comprehensive loss for the period - - - - 433 (3,713) (3,280)
Cost of share issues in prior period - (60) - 4,430 - - (60)
Total transactions with owners - (60) - - - - (60)
Balance at 31 December 2022 (unaudited) 1,879 14,246 148 6,481 877 (29,034) (5,403)
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT
6 months ended 12 months ended
31 December 31 December
2022 2021
£'000 £'000
(unaudited) (unaudited)
Cash flows from operating activities
Operating loss - continuing operations (3,713) (8,412)
Adjustments for:
Depreciation 258 643
Finance costs (net) 269 46
Shares and warrants issued to settle expenses relating to the reverse - 3,136
acquisition and in lieu of cash settlement to creditors
Foreign exchange movement 433 70
Share-based payment - incentives - 669
Reverse acquisition share base payment expense - 3,393
Operating cash flow before working capital movements (2,753) (455)
Decrease/(increase) in trade and other receivables 326 (1,628)
(Increase)/decrease in trade and other payables 1,475 (2,522)
(Increase) in inventories (61) (653)
Net cash flows from operating activities (1,013) (5,258)
Net cash flows from investing activities
Cash acquired on acquisition - 96
Payments for intangibles assets acquired in prior period (343) -
Expenditure of exploration, development and production assets (592) (642)
Net cash flows from investing activities (935) (546)
Net cash flows from financing activities
Repayments on external loans - (325)
Proceeds from convertible loan notes 2,000 -
Payment of lease liabilities (69) -
Interest paid on loan notes - (46)
Proceeds from issue of share capital - 6,053
Cost of share issues (60) (18)
Net cash flows from financing activities 1,870 5,664
Net decrease in cash and cash equivalents (78) (140)
Cash and cash equivalents at the beginning of the period 80 121
Effect of exchange rates on cash - 54
Cash and cash equivalents at the end of the period 2 35
1. General Information
Caracal Gold Plc ('the Company' or 'CGP') is a public limited company with its
shares traded on the Main Market of the London Stock Exchange. The address of
the registered office is 27-28 Eastcastle Street, London, W1W 8DN. The Company
was incorporated and registered in England and Wales on 19 October 2015 as a
private limited company and re-registered on 24 June 2016 as a public limited
company. It changed its name on to Caracal Gold Plc on 13 August 2021. The
Company's registered number is 09829720.
The principal activity of the Company and its subsidiaries (the "Group") is
the exploration, development and mining of gold in Kenya and Tanzania and the
development of further projects to expand its operations within this industry.
These interim condensed consolidated financial statements were approved for
issue by the Board of directors on 31 March 2023.
The Company's auditors have not reviewed these interim condensed consolidated
financial statements.
2. Basis of preparation
This condensed consolidated interim financial report for the interim period
ended 31 December 2022 has been prepared in accordance with the UK-adopted
International Accounting Standard 34, 'Interim Financial Reporting' and the
Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority.
This interim financial report does not include all the notes of the type
normally included in an annual financial report. Accordingly, this report
should be read in conjunction with the financial statements for the year ended
30 June 2022, which has been prepared in accordance with both "International
Accounting Standards in conformity with the requirements of the Companies Act
2006" and "International Financial Reporting Standards adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the European Union" and any
public announcements made by Caracal Gold Plc during the interim reporting
period.
The interim financial statements present the results for the Group for the 6
months ended 31 December 2022. The profit and loss and cashflow comparative
periods are for the period from 1 January to 31 December 2021 and the balance
sheet is for the period ended 30 June 2022.
No taxation charge has arisen for the period and the Directors have not
declared an interim dividend.
Copies of the interim report can be found on the Company's website at
www.caracalgold.com (http://www.caracalgold.com)
The financial information has been prepared under the historical cost
convention, as modified by the accounting standard for financial instruments
at fair value.
The business is not considered to be seasonal in nature.
The accounting policies applied by the Group in these interim condensed
consolidated financial statements are the same as those applied by the Group
in its audited financial statements for the period ended 30 June 2022. There
were no new or amended accounting standards adopted or introduced that
required the Group to change its accounting policies. The directors also
considered the impact of standards issued but not yet applied by the Group and
do not consider that there will be a material impact of transition on the
financial statements.
Going concern
The interim condensed consolidated financial statements have been prepared on
a going concern basis. The Group's assets are not currently generating
substantial revenues and therefore an operating loss has been reported.
Despite a stronger operational performance forecast, an operating loss is
still likely in the 12 months subsequent to the date of these financial
statements. As a result the Group will still likely need to raise funding to
provide additional working capital within the next 12 months. The ability of
the Group to meet its projected expenditure is dependent on both operational
performance, further equity injections and / or the raising of cash through
bank loans or other debt instruments. These conditions necessarily indicate
that a material uncertainty exists that may cast significant doubt over the
Group's ability to continue as a going concern and therefore their ability to
realise their assets and discharge their liabilities in the normal course of
business. Whilst acknowledging this material uncertainty, the directors remain
confident the project will perform and they will be able to raise additional
finance and therefore, the directors consider it appropriate to prepare the
interim condensed consolidated financial statements on a going concern basis.
The interim condensed consolidated financial statements do not include the
adjustments that would result if the Group were unable to continue as a going
concern.
3. Critical Estimate and Judgements
The preparation of interim financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. Actual results might differ from these estimates.
In preparing these condensed interim financial statements, the significant
judgements made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were the same as those that applied
to the financial statements of Caracal Gold Plc for the year ended 30 June
2022.
4. Segment Reporting
For the purpose of IFRS 8, the Chief Operating Decision Maker "CODM" takes the
form of the board of directors. The directors are of the opinion that the
business of the Group focused on two reportable segments as follows:
· Head office, corporate and administrative, including parent
company activities of raising finance and seeking new investment
opportunities, all based in the UK and
· Gold mining operations, all based in Kenya.
The geographical information is the same as the operational segmental
information shown below.
Interim period ending 31 December 2022 United Kingdom £'000 Kenya Tanzania
£'000 £'000 £'000
Revenue - 2,380 - 2,380
Cost of sales - (3,306) - (3,306)
Gross Profit - (926) - (926)
Operating expenses (889) (955) (61) (1,905)
Operating Loss (889) (1,881) (61) (2,831)
Other income - 4 - 4
Finance and similar charges (238) (32) - (269)
Foreign exchange - (615) (2) (617)
Loss before and after tax (1,127) (2,524) (63) (3,713)
Net Assets
Assets: 1,581 6,156 2,397 10,134
Liabilities (12,223) (2,749) (564) (15,537)
Net assets / (liabilities) 1,637 3,407 1,832 (5,402)
Interim period ending 31 December 2021 United Kingdom £'000 Kenya
£'000 £'000
Revenue - 4,433 4,433
Cost of sales - (5,630) (5,630)
Gross Profit - (1,197) (1,197)
Operating expenses (1,723) (1,314) (3,037)
Operating Loss (1,723) (2,511) (4,234)
Share-based payment (669) - (669)
Finance and similar charges - (116) (116)
Reverse acquisition expenses (3,393) - (3,393)
Loss before and after tax (5,785) (2,627) (8,412)
Net Assets
Assets: 1,724 5,824 7,548
Liabilities (87) (1,398) (1,485)
Net assets / (liabilities) 1,637 4,426 6,063
5. Earnings per share (EPS)
Basic and diluted loss per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period.
6 months ended 12 months ended 31 December 2021
31 December £'000
2022 (unaudited)
£'000
(unaudited)
Loss for the period (3,713) (8,412)
Weighted average number of shares in issue 1,878,978,592 1,563,406,228
Basic and Diluted earnings per share (0.20p) (0.54p)
There is no difference between the diluted loss per share and the basic loss
per share presented. Share options, convertible loan notes, deferred share
consideration and warrants could potentially dilute basic earnings per share
in the future but were not included in the calculation of diluted earnings per
share as they are anti-dilutive for the period presented.
6. Property, Plant and Equipment
Land Land Leased Buildings Mining Assets Plant and Equipment Field Vehicles (Leased) Production Vehicles Office Equipment and Other Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Cost
Balance as at 30 June 2022 (audited) 243 100 122 3,302 4,070 96 304 39 8,276
Acquisitions - - 119 455 73 569 - 1 1,217
FX effect (7) (4) (9) (87) (123) (28) (10) (3) (272)
Balance as at 31 December 2022 236 96 232 3,670 4,020 637 294 36 9,222
(unaudited)
Accumulated Depreciation
Balance as at 30 June 2022 (audited) - 22 46 225 1,994 - 287 13 2,587
Depreciation charge - 3 3 25 206 16 2 2 258
FX effect - (1) (2) (7) (72) (1) (9) 2 (89)
Balance as at 31 December 2022 - 24 47 243 2,129 15 280 16 2,755
(unaudited)
Carrying value
Balance as at 30 June 2022 (audited) 243 78 76 3,077 2,076 96 17 26 5,689
Balance as at 31 December 2022 236 72 184 3,427 1,892 622 15 20 6,467
(unaudited)
7. Inventories
As at As at
31 December 2022 30 June 2022
£'000 £'000
(unaudited) (audited)
Consumable stores 106 138
Raw materials 291 457
Broken ore 358 -
Precious metal on hand and in process 18 210
773 712
8. Trade and other payables
As at As at
31 December 2022 30 June 2022
£'000 £'000
(unaudited) (audited)
Trade creditors 1,813 541
Other payables and accruals 1,468 3,882
Taxes and social security 281 8
Deferred consideration 1,500 1,500
Contingent consideration due within one year 1,426 1,426
6,489 7,357
Other payables include an amount of £482,000 (30 June 2022 £825,000) due to
the owners of Tyacks for the completion of this acquisition. An amount of
£2m owed to Orca Capital at 30 June 2022 has been reclassified in the current
period from other payables and accruals into Amounts Due After More than One
Year as it relates to a Convertible Loan Note issued in the prior period.
9. Loans and Borrowings - Interest Bearing
On 15 March 2022, the Company entered into a Convertible Loan Note Instrument
with ORCA Capital GmbH ("ORCA"), a company incorporated and registered in
Germany, for £2 million at an interest rate of 8% per annum. The conversion
price being agreed as £0.06 per Ordinary share, save that where the price per
ordinary share falls below £0.06, the conversion price shall be 90% of the
10-day VWAP of an ordinary share. 266 million warrants were also issued
to ORCA, at an exercise price of £0.0085 and are exercisable for 2 years
from the date of grant. The balance of £2m has been reclassified from
'trade and other payables' in the prior period to 'loan and borrowings -
interest bearing' in the current period.
On 22 June 2022, the Company entered into a debt finance arrangement for a
total value of $1,500,000 with Mill End Ltd.
Post the 150 days Mill End has the right to convert into new ordinary shares
at 80% of the VWAP of the Caracal ordinary shares on the business day prior to
the conversion request. Mill End has been granted warrants to subscribe for
ordinary shares, exercisable for three years from the date of signature, at an
exercise price of 0.8 pence. The number of shares will be calculated by
dividing $500,000, converted into pounds sterling at a rate agreed between the
parties or the spot exchange rate, by 0.8 pence.
These funds were due to be paid back from the proceeds of subsequent
financings. However, with the long delays and subsequent withdrawal of OCIM
from the previously anticipated financing, it has been necessary to
renegotiate the terms of the Mill End Financing and to date this negotiation
is ongoing.
The balance outstanding under the Mill End facility is £1.7m within Loans and
Borrowings - Interest bearing, under Current Liabilities.
On 18 July 2022, the Company entered into a Convertible Loan Note Instrument
with Koenig Vermoegensvermaltungsgesellschaft MBH ("Koenig"), a company
incorporated and registered in Germany, for £2 million at an interest rate of
8% per annum. The conversion price being agreed as £0.06 per Ordinary share,
save that where the price per ordinary share falls below £0.06, the
conversion price shall be 90% of the 10 day VWAP price of an ordinary share.
266m warrants were also issued to Koenig, at an exercise price of £0.0085 and
are exercisable for 2 years from the date of grant.
These have been presented in the Balance Sheet at their face value (including
interest payable) as the fair value is not considered to be materially
different from their carrying value since the borrowings are of a short term
nature. The warrants attached to these CLNs have not had a fair value
attached to them as at the date of these interim accounts.
10. Provisions and contingent liabilities
As at As at
31 December 2022 30 June 2022
£'000 £'000
(unaudited) (audited)
Provision for rehabilitation and environmental provision 1,402 1,370
Contingent consideration 656 619
2,058 1,989
11. Warrants
The movement in warrants during the period was as follows:
Number of warrants Exercise Price Expiry Date
As at 30 June 2022 633,296,641 0.8p -2.5p 31/12/22-20/06/25
Expired in the period (370,669,263)
Issued in the period in relation to the ORCA CLN (as adjusted)
56,140,351 0.85p 22/3/24
Issued in the period in relation to the Koenig CLN
266,666,667 0.85p 18/07/24
585,434,396 0.8-0.85p
The weighted average exercise price of the outstanding warrants at period end
is 0.84p and the average life is 1.7 years.
12. Post balance sheet events
On 16 February 2023, the Company announced the raising of US$1 million via the
issue of secured Convertible Loan Notes ('the Loan Notes') to Orca Capital
GmbH ('the Subscriber') and the proceeds have been drawn down.
US$1 million of the CLNs has been drawn down. The Subscriber has the right,
but not the obligation, to subscribe for up to a further US$4 million of Loan
Notes which will be conditional upon the approval of a prospectus by the
Financial Conduct Authority ("FCA") and subsequent ability and authority of
the Company to issue shares and must take place before the long stop date,
being 30 June 2023.
13. Statement of directors' responsibilities
The Directors confirm that the condensed interim financial information has
been prepared in accordance with International Accounting Standard 34,
'Interim Financial Reporting', as adopted by the European Union and that the
Interim Report includes a fair review of the information required by DTR
4.2.7R and DTR 4.2.8R, namely: an indication of important events that have
occurred during the first twelve months and their impact on the condensed
interim financial information, and a description of the principal risks and
uncertainties for the remaining six months of the financial year; and material
related-party transactions in the first twelve months and any material changes
in the related-party transactions described in the last Annual Report.
The
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