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REG - Contango HoldingsPLC - Interim Results for the six months to 30 Nov 2023

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RNS Number : 8432E  Contango Holdings PLC  28 February 2024

     Contango Holdings Plc / Index: LSE / Epic: CGO / Sector: Natural Resources

     28 February 2024

     Contango Holdings Plc

     ('Contango' or the 'Company')

     Unaudited Interim Results for the six months to 30 November 2023

     Contango Holdings Plc, the London listed natural resource development
     company, announces its results for the six-month period ended 30 November
     2023.

     Highlights

     ·    Finalised construction at Muchesu including infrastructure upgrades
     and washplant

     ·    Muchesu formally opened in August 2023

     ·    Company now in discussion with groups regarding sale of Muchesu coals

     ·    Raised £1.305m through non-secured and non-convertible loan from
     existing shareholders

     ·    Entered into further offtake discussions with other groups

     Post Period Highlights

     ·    Received payment of US$116K for a 1,000-tonne bulk sample

     ·    Extracted Run Of Mine to generate 1,332 tonnes of washed coking coal

     ·    Raised additional £370K through non-secured and non-convertible loan
     from existing shareholders

     ·    Evaluation and marketing of industrial coal products at Muchesu

     For further information, please visit www.contango-holdings-plc.co.uk or
     contact:

Contango Holdings plc                   E: contango@stbridespartners.co.uk

     Chief Executive Officer

     Carl Esprey

     Tavira Financial Limited                T: +44 (0)20 7100 5100

     Financial Adviser & Broker

     Jonathan Evans

     St Brides Partners Ltd                  T: +44 (0)20 7236 1177

     Financial PR & Investor Relations

     Susie Geliher

 

     Chairman's Statement

     This has been a particularly busy period where the Company finalised key
     phases of construction and installation of plant and machinery to commence the
     production of washed coking coal. In August, the mine was formally opened by
     his Excellency Dr Emmerson Mnangagwa, the President of Zimbabwe. We would like
     to thank the operational team at Muchesu and stakeholders, whom we look
     forward to continuing to work with, in partnership with the people of the
     Binga region, in order to ensure the responsible development of Muchesu. We
     are focused on unlocking the value of this asset for the benefit of the entire
     community for years to come.

     Our current focus at Muchesu is the first phase development of Block 2 via an
     open pit, where extensive work has been undertaken to define the specific
     properties of the coal. Block 2 contains an estimated 96MT of coking coal,
     forming a small part of the broader 1.3 billion tonnes, identified under NI
     43-101 standard, at Muchesu. During the period, site works and equipment
     installation were undertaken and completed. This included infrastructure
     upgrades, as well as installation of screens, washplant, settling ponds,
     laboratories, weighbridge and pads for coal stockpiles, amongst others. We
     also opened up the coking coal seam in our open pit following the clearing of
     the overburden. Despite some delays, which are typical when setting up a new
     mining operation and building a new mine in an emerging market, with export
     permits belatedly received in late Q3 2023 the Company is now ready to mine,
     wash and sell coal to end users.

     During the period, the Company also successfully completed the construction of
     housing and relocation of the villagers in the immediate vicinity of the
     Muchesu mine. This has been welcomed with resounding positive responses, most
     importantly from those relocated individuals and the wider community.

     Since formally opening Muchesu, the Company received a non-binding proposal
     for the potential acquisition of its assets which may result in the sale of
     its assets at the subsidiary level.  Discussions and due diligence remain
     open and further updates will be made to shareholders as appropriate.

     In the immediate term, the focus of the Company is to reach a stable state of
     revenue generation from the sale of Muchesu coal products. The mine
     development and sales strategy has taken longer than expected but we have
     built an operation that is now capable of transforming the Company into a
     sizeable coal producer.

     Financial Review

     During the 6-month period to 31 November 2023, the Company spent £912,354 on
     the exploration and fixed assets, which relate to the development of the site
     and operations at Muchesu.

     The Company raised £1,305,000 during the period from existing stakeholders
     through unsecured and non-convertible bridging loans. The funds raised
     supported capital expenditure and working capital due to the delay of sales
     under existing offtake arrangements.

     Revenue

     During the 6-month period to 31 November 2023, the Company reported revenue of
     £2,730 from a bulk sample. The Company is now engaging with a number of
     groups regarding offtake contracts and will update the market in due course.

     Administrative Costs

     Administrative costs incurred by the Company as it developed the Muchesu Mine
     during the period are broken down in Note 3.

     Finance Costs

     Finance costs relate to the loans advanced to the Company during the period.

     Liquidity, cash and cash equivalents

     As of 30 November 2023, the Company held £90,150 (2022: £3,314,359). Post
     period the Company has raised a further £370,000 through non-convertible and
     non-secured stakeholder loans.

     Outlook

     Our primary focus remains on securing suitable long-term offtake partners for
     our coking coal and, potentially, industrial coal.  Whilst we await a final
     decision from the Multi-National Company referred to in previous RNS
     announcements we continue to market our product to additional potential
     customers, having mined and washed significant quantities of additional coking
     coal for future samples and testing.

     The longer-term aim of the Company is for Muchesu to become an integrated coke
     operation and capitalise on the additional margins from the sale of coke
     product in comparison to washed coking coal. Also, the sale of coke products
     would access the global markets.

     I would like to take this opportunity to thank our shareholders for their
     support in 2023 whilst we navigate the transition to becoming a coal producer.
     The team at Muchesu have worked hard to deliver the mine and we look forward
     to seeing the sales strategy being delivered.

     Roy Pitchford

     28 February 2024

     CEO REPORT

     Contango's primary objective during the period was to begin producing washed
     coking coal at Muchesu and deliver the business plan of selling coking coal.

     The Muchesu Coal Mine in Zimbabwe

     Contango has a 70% interest in Muchesu, with the remaining 30% held by local
     partners.

     Since acquisition in 2020, the Contango team have implemented a rapid
     development plan with the objective of delivering first coking coal in as
     short a timeframe as practicable.  Initial trial mining operations commenced
     at in 2022 and coal was stockpiled in anticipation of the arrival and assembly
     of the wash plant.  Washed coking coal was produced around the start of the
     period in May 2023, and the Company's key objectives during the period focused
     on the further assessment of washed coal production to ensure optimisation,
     together with the advancement of long-term off-take negotiations and achieving
     first coal sales.

     Following the formal opening of the Muchesu Mine on 1 August 2023, the
     weighbridge was installed and commissioned, which enabled trucks to collect
     coal from Muchesu and meet the necessary standards for the sale and
     transportation of bulk commodities in Zimbabwe and beyond, as well as
     confirming the tonnages and subsequent sales totals.

     In late August 2023, Contango was issued with the final approvals relating to
     the export of coal from Muchesu from the Minerals Marketing Corporation of
     Zimbabwe allowing the Company to complete its inaugural sale to TransOre
     International FZE ("TransOre"), pursuant to the offtake arrangement announced
     in June 2023, which was subsequently exported to TransOre's international
     clients from the ports of Maputo and Beira.

     The Contango team is fully focused on the successful ramp up of production
     alongside the development of additional offtake negotiations.  As referred to
     above, in June 2023 the Company entered into an agreement with TransOre
     whereby TransOre agreed to acquire up to 20,000 tonnes of washed coal per
     month from Muchesu. As previously reported, unfortunately the Company did not
     receive regular orders from TransOre under the offtake arrangement as
     envisaged. Accordingly, towards the end of the period and beyond the Company
     has looked to expand its network and deliver additional long-term offtakes.

     In October 2023, the Company announced that, following a 12-month period of
     detailed due diligence, a global multi-national company ("MNC") had entered
     into an agreement to acquire 1,000 tonnes of washed coking coal for a formal
     industrial trial.  The MNC commenced collection of this coal in December
     2023, collecting from mine gate ahead of delivery to its facilities in South
     Africa for final tests in its own coke batteries. The Company is expecting to
     receive a final decision in the near term. Whilst undertaking the bulk sample
     for the MNC, the Company also extracted and washed additional tonnes above the
     1,000-tonne bulk sample. Some of these tonnes have already been supplied to
     additional potential customers following requests for product for their own
     due diligence purposes, as part of the Company's broader marketing. There
     remains a stockpile at site which can now be used in further offtake
     discussions. Lack of deliverable washed product to supply for testing had
     previously hindered the Company's efforts to broaden its customer base.

     Offtake discussions are also underway for industrial coal. Industrial coal
     seams sit both above and below the coking coal seam and accordingly whilst the
     sales price is likely to be lower than the coking coal price, the extraction
     cost would be considerably lower given Muchesu's existing coking coal
     operations. Depending on the usage of the industrial coal, which would also be
     collected at mine gate, there is the potential that washing would not be
     required, thereby increasing production capacity and decreasing operating
     costs, without requiring additional capital investment.

     Carl Esprey

     28 February 2024

 

 

Chairman's Statement

 

This has been a particularly busy period where the Company finalised key
phases of construction and installation of plant and machinery to commence the
production of washed coking coal. In August, the mine was formally opened by
his Excellency Dr Emmerson Mnangagwa, the President of Zimbabwe. We would like
to thank the operational team at Muchesu and stakeholders, whom we look
forward to continuing to work with, in partnership with the people of the
Binga region, in order to ensure the responsible development of Muchesu. We
are focused on unlocking the value of this asset for the benefit of the entire
community for years to come.

 

Our current focus at Muchesu is the first phase development of Block 2 via an
open pit, where extensive work has been undertaken to define the specific
properties of the coal. Block 2 contains an estimated 96MT of coking coal,
forming a small part of the broader 1.3 billion tonnes, identified under NI
43-101 standard, at Muchesu. During the period, site works and equipment
installation were undertaken and completed. This included infrastructure
upgrades, as well as installation of screens, washplant, settling ponds,
laboratories, weighbridge and pads for coal stockpiles, amongst others. We
also opened up the coking coal seam in our open pit following the clearing of
the overburden. Despite some delays, which are typical when setting up a new
mining operation and building a new mine in an emerging market, with export
permits belatedly received in late Q3 2023 the Company is now ready to mine,
wash and sell coal to end users.

 

During the period, the Company also successfully completed the construction of
housing and relocation of the villagers in the immediate vicinity of the
Muchesu mine. This has been welcomed with resounding positive responses, most
importantly from those relocated individuals and the wider community.

 

Since formally opening Muchesu, the Company received a non-binding proposal
for the potential acquisition of its assets which may result in the sale of
its assets at the subsidiary level.  Discussions and due diligence remain
open and further updates will be made to shareholders as appropriate.

 

In the immediate term, the focus of the Company is to reach a stable state of
revenue generation from the sale of Muchesu coal products. The mine
development and sales strategy has taken longer than expected but we have
built an operation that is now capable of transforming the Company into a
sizeable coal producer.

 

 

Financial Review

 

During the 6-month period to 31 November 2023, the Company spent £912,354 on
the exploration and fixed assets, which relate to the development of the site
and operations at Muchesu.

 

The Company raised £1,305,000 during the period from existing stakeholders
through unsecured and non-convertible bridging loans. The funds raised
supported capital expenditure and working capital due to the delay of sales
under existing offtake arrangements.

 

 

Revenue

 

During the 6-month period to 31 November 2023, the Company reported revenue of
£2,730 from a bulk sample. The Company is now engaging with a number of
groups regarding offtake contracts and will update the market in due course.

 

Administrative Costs

 

Administrative costs incurred by the Company as it developed the Muchesu Mine
during the period are broken down in Note 3.

 

Finance Costs

 

Finance costs relate to the loans advanced to the Company during the period.

 

Liquidity, cash and cash equivalents

As of 30 November 2023, the Company held £90,150 (2022: £3,314,359). Post
period the Company has raised a further £370,000 through non-convertible and
non-secured stakeholder loans.

 

Outlook

 

Our primary focus remains on securing suitable long-term offtake partners for
our coking coal and, potentially, industrial coal.  Whilst we await a final
decision from the Multi-National Company referred to in previous RNS
announcements we continue to market our product to additional potential
customers, having mined and washed significant quantities of additional coking
coal for future samples and testing.

 

The longer-term aim of the Company is for Muchesu to become an integrated coke
operation and capitalise on the additional margins from the sale of coke
product in comparison to washed coking coal. Also, the sale of coke products
would access the global markets.

 

I would like to take this opportunity to thank our shareholders for their
support in 2023 whilst we navigate the transition to becoming a coal producer.
The team at Muchesu have worked hard to deliver the mine and we look forward
to seeing the sales strategy being delivered.

 

Roy Pitchford

28 February 2024

 

 

 

 

CEO REPORT

 

Contango's primary objective during the period was to begin producing washed
coking coal at Muchesu and deliver the business plan of selling coking coal.
 

 

The Muchesu Coal Mine in Zimbabwe

 

Contango has a 70% interest in Muchesu, with the remaining 30% held by local
partners.

 

Since acquisition in 2020, the Contango team have implemented a rapid
development plan with the objective of delivering first coking coal in as
short a timeframe as practicable.  Initial trial mining operations commenced
at in 2022 and coal was stockpiled in anticipation of the arrival and assembly
of the wash plant.  Washed coking coal was produced around the start of the
period in May 2023, and the Company's key objectives during the period focused
on the further assessment of washed coal production to ensure optimisation,
together with the advancement of long-term off-take negotiations and achieving
first coal sales.

 

Following the formal opening of the Muchesu Mine on 1 August 2023, the
weighbridge was installed and commissioned, which enabled trucks to collect
coal from Muchesu and meet the necessary standards for the sale and
transportation of bulk commodities in Zimbabwe and beyond, as well as
confirming the tonnages and subsequent sales totals.

 

In late August 2023, Contango was issued with the final approvals relating to
the export of coal from Muchesu from the Minerals Marketing Corporation of
Zimbabwe allowing the Company to complete its inaugural sale to TransOre
International FZE ("TransOre"), pursuant to the offtake arrangement announced
in June 2023, which was subsequently exported to TransOre's international
clients from the ports of Maputo and Beira.

 

The Contango team is fully focused on the successful ramp up of production
alongside the development of additional offtake negotiations.  As referred to
above, in June 2023 the Company entered into an agreement with TransOre
whereby TransOre agreed to acquire up to 20,000 tonnes of washed coal per
month from Muchesu. As previously reported, unfortunately the Company did not
receive regular orders from TransOre under the offtake arrangement as
envisaged. Accordingly, towards the end of the period and beyond the Company
has looked to expand its network and deliver additional long-term offtakes.

 

In October 2023, the Company announced that, following a 12-month period of
detailed due diligence, a global multi-national company ("MNC") had entered
into an agreement to acquire 1,000 tonnes of washed coking coal for a formal
industrial trial.  The MNC commenced collection of this coal in December
2023, collecting from mine gate ahead of delivery to its facilities in South
Africa for final tests in its own coke batteries. The Company is expecting to
receive a final decision in the near term. Whilst undertaking the bulk sample
for the MNC, the Company also extracted and washed additional tonnes above the
1,000-tonne bulk sample. Some of these tonnes have already been supplied to
additional potential customers following requests for product for their own
due diligence purposes, as part of the Company's broader marketing. There
remains a stockpile at site which can now be used in further offtake
discussions. Lack of deliverable washed product to supply for testing had
previously hindered the Company's efforts to broaden its customer base.

 

Offtake discussions are also underway for industrial coal. Industrial coal
seams sit both above and below the coking coal seam and accordingly whilst the
sales price is likely to be lower than the coking coal price, the extraction
cost would be considerably lower given Muchesu's existing coking coal
operations. Depending on the usage of the industrial coal, which would also be
collected at mine gate, there is the potential that washing would not be
required, thereby increasing production capacity and decreasing operating
costs, without requiring additional capital investment.

 

 

Carl Esprey

28 February 2024

 

 

Condensed Consolidated Statements of Comprehensive Income

For the six months ended 30 November 2023

 

 

                                                                                                                                            Audited Year to

                                                                                  Unaudited Six Months ended   Unaudited Six Months ended   31 May 2023

                                                                                  30 November 2023             30 November 2022
                                                                           Notes  £                            £                            £

 Administrative fees and other expenses                                    3      (879,951)                    (1,273,947)                  (5,592,118)
 Operating loss                                                                   (879,951)                    (1,273,947)                  (5,592,118)

 Finance expense                                                                  (496,383)                    (513,000)                    (523,701)
 Loss before tax                                                                  (1,376,334)                  (1,786,947)                  (6,115,819)

 Income tax                                                                       -                            -                            -

 Loss for the period                                                              (1,376,334)                  (1,786,947)                  (6,115,819)

 Loss attributable to owners of the parent company                                (1,257,498)                  (1,632,379)                  (6,709,569)
 Loss attributable to non-controlling interests                                   (118,836)                    (154,568)                    593,750
                                                                                  (1,376,334)                  (1,786,947)                  (6,115,819)

 Basic and diluted loss per Ordinary Share                                 4      (0.27)                       (0.55)                       (1.65)

 Other comprehensive income                                                       (24,296)                     319,624                      199,403
 Total comprehensive loss for the period                                          (1,400,630)                  (1,467,323)                  (5,916,416)

 Total comprehensive loss attributable to owners of Contango Holdings PLC         (1,269,069)                  (1,403,389)                  (6,562,214)

 Total comprehensive loss attributable to non-controlling interests               (131,561)                    (63,934)                     645,798

 Total comprehensive loss for the period                                          (1,400,630)                  (1,467,323)                  (5,916,416)

 

 

 

Condensed Consolidated Statements of Financial Position

For the six months ended 30 November 2023

 

                                                            Notes      Unaudited as at    Unaudited as at    Audited as at

                                                                       30 November 2023   30 November 2022   31 May 2023
                                                                       £                  £                  £
 Non-current assets
 Intangible assets                                          5          14,213,896         13,416,214         13,301,480
 Investments                                                           40,071             46,474             40,071
 Property, plant and equipment                                         2,947,166          1,095,911          2,872,182
 Total non-current assets                                              17,201,133         14,558,599         16,213,733

 Current assets
 Other receivables                                          6          184,105            576,713            216,900
 Cash and cash equivalents                                             90,150             3,314,359          75,692
 Total current assets                                                  274,255            3,891,072          292,592

 Total assets                                                          17,475,388         18,449,671         16,506,325

 Current liabilities
 Trade and other payables                                   7          (1,312,574)        (310,148)          (1,286,381)
 Investor loans                                                        (3,395,706)                           (1,052,206)
 Total current liabilities                                             (4,708,280)        (310,148)          (2,338,587)

 Net assets/(liabilities)                                              12,767,108         18,139,523         14,167,738

 Equity
 Share capital                                              8          4,580,245          4,580,245          4,580,245
 Share premium                                              8          17,479,175         18,130,552         17,479,175

 Shares to be issued                                                   -                  400,000            -
 Warrant reserve                                                       2,101,664          2,059,584          2,101,664
 Option reserve                                                        -                  -                  -
 Foreign exchange reserve                                              207,477            300,683            219,048
 Retained earnings                                                     (13,438,972)       (8,590,889)        (12,181,474)
 Total equity attributable to owners of the parent company             10,929,589         16,880,175         12,198,658
 Non-controlling interests                                             1,837,519          1,259,348          1,969,080
 Total equity                                                          12,767,108         18,139,523         14,167,738

 

 

 

 

Condensed Consolidated Statement of Changes in Equity

For the six months ended 30 November 2023

 
                                            Share capital      Share premium                Shares to be issued  Warrant          Option reserve               Translation reserve  Retained earnings            Total Equity of Owners         Non-controlling interests  Total

                                                                                                                 reserve
                                                    £                       £                       £                   £                      £                        £                        £                             £                          £                              £
 Balance at 31 May 2022                     2,949,679          11,047,218                   400,000              1,013,815        1,700,505                    71,693               (6,958,510)                  10,224,400                     1,323,282                  11,547,682
 Loss for the year                          -                  -                            -                    -                -                            -                    (6,709,569)                  (6,709,569)                    593,750                    (6,115,819)
 Other comprehensive income
 Translation differences                    -                  -                            -                    -                -                            147,355              -                            147,355                        52,048                     199,403
 Total comprehensive income for the year    -                  -                            -                    -                -                            147,355              (6,709,569)                  (6,562,214)                    645,798                    (5,916,416)

 Transactions with owners                   1,416,666          6,431,957                    -                    -                -                            -                    -                            7,848,623                      -                          7,848,623

 Share issues - cash received net
 Options exercised                          213,900            -                            -                    -                (1,700,505)                  -                    1,486,605                    -                              -                          -
 Warrants issued                            -                  -                            -                    1,087,849        -                            -                    -                            1,087,849                      -                          1,087,849
 Impairment of Mali Assets                  -                  -                            (400,000)            -                -                            -                    -                            (400,000)                      -                          (400,000)
 Total transactions with owners             1,630,566          6,431,957                    (400,000)            1,087,849        (1,700,505)                  -                    1,486,605                    8,536,472                      -                          8,536,472
 Balance at 31 May 2023                     4,580,245          17,479,175                   -                    2,101,664        -                            219,048              (12,181,474)                 12,198,658                     1,969,080                  14,167,738
 Loss for the period                        -                  -                            -                    -                -                            -                    (1,257,498)                  (1,257,498)                    (118,836)                  (1,376,334)
 Other comprehensive income
 Translation differences                    -                  -                            -                    -                -                            (11,571)             -                            (11,571)                       (12,725)                   (24,296)
 Total comprehensive income for the period  -                  -                            -                    -                -                            (11,571)             (1,257,498)                  (1,269,069)                    (131,561)                  (1,400,630)

 Transactions with owners                   -                  -                            -                    -                -                            -                    -                            -                              -                          -

 Share issues - cash received net
 Total transactions with owners             -                  -                            -                    -                -                            -                    -                            -                              -                          -
 Balance at 30 Nov 2023                     4,580,245          17,479,175                   -                    2,101,664        -                            207,477              (13,438,972)                 10,929,589                     1,837,519                  12,767,108

 
Condensed Consolidated Statements of Cash Flows

For the six months ended 30 November 2023

                                                      Notes                         Unaudited Six Months  Unaudited Six Months  Audited Year

                                                                                    ended                 ended                 ended

                                                                                    30 November 2023      30 November 2022      31 May 2023
                                                                                    £                     £                     £
 Operating activities
 Loss after tax                                                                     (1,376,334)           (1,786,947)           (6,115,819)

 Adjustment for:
 Depreciation                                                                       11,407                104,825               389,492
 Share based transactions                                                           -                     (108,480)             1,087,849
 Loan facility fees                                                                 488,525               -                     493,701
 Impairment of listed investment                                                    -                     -                     6,403
 Impairment of exploration licences                                                 -                     -                     2,101,921
 Writing off of debtor balance                                                      -                     -                     5,130

 Changes in working capital
 (Increase) in trade and other receivables                                          (32,779)              (524,503)             (164,688)
 Increase in trade and other payables                                               26,193                (193,584)             503,105
 (Decrease) in Net cash from operating activities                                   (882,988)             (2,508,689)           (1,692,906)

 Investing activities
 Spending on exploration licences                                                   (912,354)             (1,551,836)           (3,443,086)
 Purchase of fixed assets                                                           (144,457)             (538,768)             (1,885,763)
 Purchase of investment                                                             -                     -                     -
 (Decrease) in Net cash from investing activities                                   (1,056,811)           (2,090,604)           (5,328,849)

 Financing activities
 Ordinary Shares issued (net of issue costs)          5                             -                     4,717,196             4,190,819
 Proceeds from convertible debt                                                     -                     -                     -
 Conversion of convertible debt                                                     -                     1,331,750             -
 Proceeds from investor loans                                                       1,855,000             1,349,493             2,378,534
 Net cash flows from financing activities                                           1,855,000             7,398,439             6,569,353

 Increase/(decrease) in cash and short-term deposits                                (84,799)              2,799,146             500,211

 Cash and short-term deposits as at the start of period                             75,692                22,143                610,546
 Effect of foreign exchange changes                                                 99,257                (95,333)              (82,452)
 Cash at the end of the period                                                      90,150                3,314,359             75,692

 

Notes to the Condensed Consolidated Financial Statements

For the six months ended 30 November 2023

 

1          General information

 

The Company was incorporated in England under the Laws of England and Wales
with registered number 10186111 on 18 May 2016.  All of the Company's
Ordinary Shares were admitted to the London Stock Exchange's Main Market and
commenced trading on 1 November 2017. The company was re-registered as a
public company under Companies Act 2006 on 1 June 2017, by the name Contango
Holdings plc.

 

The Company is listed on the Standard Market of London Stock Exchange plc.

 

The unaudited interim consolidated financial statements for the six months
ended 30 November 2023 were approved for issue by the board on 28 February
2024.

 

The figures for the six months ended 30 November 2023 and 30 November 2022 are
unaudited and do not constitute full accounts. The comparative figures for the
period ended 31 May 2023 are extracts from the annual report and do not
constitute statutory accounts.

 

2          Basis of Preparation and Risk Factors

The Company Financial Information has been prepared in accordance with and
comply with IFRS as adopted by the European Union, International Financial
Reporting Interpretations Committee interpretations and the Companies Act
2006. The financial statements have been prepared under the historical cost
convention as modified for financial assets carried at fair value.

 

 

The financial information of the company is presented in British Pound
Sterling ("£").

 

The accounting policies and methods of calculation adopted are consistent with
those of the financial statements for the year ended 31 May 2023.

 

The business and operations of the Company are subject to a number of risk
factors which may be sub-divided into the following categories:

 

Exploration and development risks, including but not limited to:

 

·      Mineral exploration is speculative and uncertain

·      Verification of historical washability analysis

·      Independent verification of internal resource estimation at
Garalo

·      Mining is inherently dangerous and subject to conditions or
events beyond the Company's control, which could have a material adverse
effect on the Company's business

·      The volume and quality of coal recovered may not conform to
current expectations

·      The extend and grade of gold mineralisation at Garalo may not
conform to current expectations

 

Permitting and title risks, including but not limited to:

 

·      Licence and permits

·      The Company will be subject to a variety of risks associated with
current and any potential future joint ventures, which could result in a
material adverse effect on its future growth, results of operations and
financial position

 

Political risks, including but not limited to:

 

·      Political stability

·      Enforcement of foreign judgements

·      Potential legal proceedings or disputes may have a material
adverse effect on the Company's financial performance, cash flow and results
of operations

 

Financial risks, including but not limited to:

 

·      Foreign exchange effects.

·      Valuation of intangible assets.

·      The Company may not be able to obtain additional external
financing on commercially acceptable terms, or at all, to fund the development
of its projects.

·      The Company will be subject to taxation in several different
jurisdictions, and adverse changes to the taxation laws of such jurisdictions
could have a material adverse effect on its profitability.

·      The Company's insurance may not cover all potential losses,
liabilities and damage related to its business and certain risks are uninsured
and uninsurable.

 

Commodity prices, including but not limited to:

 

·      The price of coal may affect the economic viability of ultimate
production at Muchesu.

·      The revenues and financial performance are dependent on the price
of coal.

·      The price of gold may affect the economic viability of ultimate
production at Garalo.

 

Operational risks, including but not limited to:

 

·      Availability of local facilities.

·      Adverse seasonal weather.

·      The Company's operational performance will depend on key
management and qualified operating personnel which the Company may not be able
to attract and retain in the future.

·      The Company's directors may have interests that conflict with its
interests.

·      Risk relating to Controlling Shareholders.

 

The Company's comments and mitigating actions against the above risk
categories are as follows:

 

Exploration and development risks

 

There can be no assurance that the Company's development activities will be
successful however significant exploratory work has been conducted to date at
Lubu and Garalo which supports the Board's confidence that a profitable mining
operation can be developed.

 

Additionally, the phased development route which will be employed at Lubu
seeks to mitigate risks along the development life cycle of the project.

 

Permitting and title risks

The Company complies with existing laws and regulations and ensures that
regulatory reporting and compliance in respect of each permit is achieved.
Applications for the award of a permit may be unsuccessful. Applications for
the renewal or extension of any permit may not result in the renewal or
extension taking effect prior to the expiry of the previous permit. There can
be no assurance as to the nature of the terms of any award, renewal or
extension of any permit.

 

The Company regularly monitors the good standing of its permits.

 

Political risks

The Company maintains an active focus on all regulatory developments
applicable to the Company, in particular in relation to the local mining
codes.

 

In recent years the political and security situations in Zimbabwe and Mali
have been particularly volatile.

 

Financial risks

The board regularly reviews expenditures on projects. This includes updating
working capital models, reviewing actual costs against budgeted costs, and
assessing potential impacts on future funding requirements and performance
targets.

 

Commodity prices

As projects move towards commercial mining the Company will increasingly
review changes in commodity prices so as to ensure projects remain both
technically and economically viable.

 

Operational risks

Continual and careful planning, both long-term and short-term, at all stages
of activity is vital so as to ensure that work programmes and costings remain
both realistic and achievable.

 

 

3           Loss before taxation

 Loss before income tax is stated                                                                                                                                     Audited Year Ended 31 May 2023

 after charging:                                                          Unaudited Six Months Ended 30 November 2023   Unaudited Six Months Ended 30 November 2022
                                                                          £                                             £                                             £

 Directors' remuneration                                                  (60,000)                                      (43,500)                                      (104,000)
 Ongoing listing costs                                                    (82,948)                                      (117,585)                                     (297,941)
 Finance costs                                                            (496,383)                                     (513,000)                                     (523,701)
 Share-based finance costs                                                -                                             (457,356)                                     -
 Salaries                                                                 (498,677)                                     (421,697)                                     (934,242)
 Consultancy fees                                                         (7,643)                                       (500)                                         (19,868)
 Legal and accountancy fees                                               (36,145)                                      (33,775)                                      (79,584)
 Travel                                                                   (94,567)                                      (298,345)                                     (378,276)
 Investor relations                                                                                                     (3,204)                                       (119,630)
 Office costs                                                             (63,213)                                      (147,620)                                     (259,253)
 Share performance options                                                -                                             1,486,605                                     -
 Net warrant issue costs                                                  -                                             (1,045,769)                                   (1,087,849)
 Impairment of exploration licence                                                                                      -                                             (2,101,921)
 Impairment of listed investment                                          -                                             -                                             (6,403)
 Writing off historic debtor balance                                                                                    -                                             (5,130)
 Depreciation                                                             (11,407)                                      (104,825)                                     (389,492)
 Other                                                                    (25,351)                                      (86,376)                                      -
 Group audit fee                                                          -                                             -                                             (49,000)

 Fee payable to the Company's auditor in respect of all other non-audit
 services

                                                                          -                                             -
 Fees paid to auditors for non-audit work services                        -                                             -                                             -

4        Loss per Ordinary Share

The calculation of the basic and diluted loss per Ordinary Share is based on
the following data:

 

                                                                            Unaudited Six Months to  Unaudited Six Months to  Audited Year

                                                                            30 November              30 November              to

                                                                            2023                     2022                     31 May

                                                                                                                              2023
                                                                            £                        £                        £
 Earnings
 Loss from continuing operations for the period attributable to the equity  (1,257,498)              (1,632,379)              (6,709,569)
 holders of the Company
 Number of Ordinary Shares
 Weighted average number of Ordinary Shares for the purpose of basic and
 diluted earnings per Ordinary Share (number)
                                                                            472,724,023              296,565,032              407,081,986
 Basic and diluted loss per Ordinary Share (pence)                          (0.27)                   (0.55)                   (1.65)

 

There are no potentially dilutive Ordinary Shares in issue.

 

 

 

5.   Intangible Asset

                                                                  Unaudited As at  Unaudited As at  Audited As at

                                                                  30 November      30 November      31 May

                                                                  2023             2022             2023
                                                                  £                £                £

 At start of period                                               13,301,480       10,118,098       11,936,206
 Additions - during year                                          912,354          397,843          4,058,078
 Reclassification as PME &Equipment                                                                 (614,992)
 Foreign exchange movements                                       62               -                24,109
 Impairment of Mali licences                                                                        (2,101,921)
 Amortisation                                                     -                -                -
 Total                                                            14,213,896       10,515,941       13,301,480
 Mining rights Zimbabwe                                           14,213,896       8,495,807        13,301,480
 Mining rights Mali (Garalo)                                      -                1,273,617        -
 Mining rights Mali (Nthiela)                                     -                746,517          -
                                                                  14,213,896       10,515,941       13,301,480

 

The intangible asset represents the mining rights and technical information
acquired when the Group acquired its 70% shareholding in Monaf Investments
(Pvt) Ltd on 18 June 2020.

 

The decision was made by Management to fully impair the Garalo and Ntiela
licences in Mali due to the expiry of the Garalo licence in April 2023;
uncertainty surrounding possible changes to the Mali Mining Code; and the
belief that the best use of all available financial resources going forwards
is the continued development of the Muchesu coal mine in Zimbabwe.
Consequently an impairment charge of £1,701,921 was posted during the prior
year to the Income Statement and £400,000 against the Shares to be Issued
Reserve.

 

 

 

6.   Other receivables

                                  Unaudited As at  Unaudited As at  Audited As at

                                  30 November      30 November      31 May

                                  2023             2022             2023
                            £                      £                £

 Prepayments                29,859                 17,970           29,849
 Other debtors              154,246                558,744          187,051
                            184,105                576,714          216,900

 

 

 

 

 

 

7.   Trade and other payables

                                                  Unaudited As at  Unaudited As at  Audited As at

                                                  30 November      30 November      31 May

                                                  2023             2022             2023
                                          £                        £                £

 Trade payables                           (1,135,621)              (245,481)        (1,142,510)
 Accruals and other payables              (176,953)                (64,667)         (143,871)
 Investor loans                           (3,395,706)              -                (1,052,206)
                                          (4,708,280)              (310,148)        (2,338,587)

 Investor loans

  Subsequent to the period end a further £370,000 has been loaned to the
 Company by investors.

 

8           Share capital

 

 

                         Number of Ordinary Shares issued and fully paid  Share Capital  Share Premium  Total Share Capital
                                                                          £              £              £
 As at 01 June 2023      472,724,023                                      4,580,245      17,479,175     22,059,420

 Shares issued           -                                                -              -              -

 As at 30 November 2023  472,724,023                                      4,580,245      17,479,175     22,059,420

 

The Ordinary Shares issued by the Parent Company have par value of 1p each and
each Ordinary Share carries one vote on a poll vote. The directors of the
Parent Company have authority to issue £6,927,240 in ordinary shares at
£0.01 per share resulting in 692,724,023 ordinary shares.

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