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Unaudited Interim Results

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RNS Number : 2620N  Katoro Gold PLC  22 September 2023

 

 

 

 

Katoro Gold plc (Incorporated in England and Wales)

(Registration Number: 9306219)

Share code on AIM: KAT

ISIN: GB00BSNBL022

('Katoro' or 'the Company')

 

Dated: 22 September 2023

 

Katoro Gold plc ('Katoro' or the 'Company')

 

Unaudited Interim Results for the six months ended 30 June 2023

 

Katoro Gold plc (AIM: KAT), the strategic and precious minerals exploration
and development company, announces its unaudited interim financial results for
the six-month period ending 30 June 2023.

Overview of key highlights during the interim period to date:

·    On 15 March 2023 the Company sub-divided the existing Ordinary shares
of £0.01 into one Deferred Share of £0.009 each and one Ordinary Share
of £0.001 each. Shareholders retained the same number of shares, it was
simply the par value that changed.

·    The successful conclusion of a fundraise, of which a gross amount of
£150,000 (£140,900 net of fees) was raised at 0.1 pence per share. Funding
has been utilised for ongoing working capital and to conclude a project
assessment process (RNS dated 3 April 2023).

·    On 14 June 2023 two Directors of the Company retired to pursue other
interests going forward. The Company thanks both gentlemen for their dedicated
support and contribution to the Company during their tenure.

·    The appointment of Beaumont Cornish Limited as the Company's new
Nominated Advisor ('NOMAD'). This appointment was made in accordance with Rule
1 of the AIM Rules for Companies (RNS dated 10 January 2023).

The full unaudited interim financial results for the six-month period ending
30 June 2023 can be viewed below and at www.katorogold.com
(https://katorogold.com/?page_id=426) .

This announcement contains inside information as stipulated under the Market
Abuse Regulations (EU) no. 596/2014.

**ENDS**

For further information please visit www.katorogold.com
(http://www.katorogold.com) or contact:

 Louis Coetzee                 info@kibo.energy (mailto:info@kibo.energy)                            Kibo Energy plc           Chief Executive Officer
 James Biddle                  +44 207 628 3396                                                      Beaumont Cornish Limited  Nominated Adviser

 Roland Cornish
 Nick Emmerson                 +44 148 341 3500                                                      SI Capital Ltd            Broker

 Sam Lomanto
 Zainab Slemang van Rijmenant  zainab@lifacommunications.com (mailto:zainab@lifacommunications.com)  Lifa Communications       Investor and Media Relations Consultant

 

 

 

 

Chairman's Statement

I am pleased to present Katoro Gold's Interim Financial Statements for the six
months ending 30 June 2023.

The first half of this year continued to be dedicated to the pursuit of a new
suitable project acquisition(s) and the development of projects and
opportunities in the strategic and precious minerals' exploration sector.
Where appropriate and prudent, development work on current projects continued
despite significant challenges, most notably, severe funding constraints.

Exploration and Development

During the 2022 financial year, the Company successfully completed the Haneti
Project's diamond drill programme, refined the geological modelling to focus
efforts on high-potential areas, and thereby improving strategic alignment for
upcoming endeavours currently under consideration. A comprehensive desktop
analysis of historical exploration data, incorporating insights from the 2022
Haneti diamond drilling campaign was also conducted. The analysis assisted in
selective target identification for future project exploration efforts and
also informs ongoing dialogue with potential project partners. Exploration
expenditure during 2023 was significantly lower than 2022, given funding
constraints as well as the focus on reviewing all available exploration data
and results to determine the most appropriate next steps towards advancing
exploration work on the Henati project.

The Imweru Gold Project still resides with the Lake Victoria Gold ('LVG')
joint venture, with LVG holding an 80% interest in the JV as announced on 7
March 2022. Lake Victoria Gold is also  developing the adjacent Imwelo Gold
Project, with a view on maximising the full potential of the two projects by
consolidating them..

In line with our aim to diversify the Katoro Gold exploration portfolio, we
continue to investigate and evaluate opportunities, aligned with the Company's
strategy, with specific focus on the identification of opportunities/projects
that demonstrates a clear path to production and with significant shareholder
value potential.

Corporate

During the first half of 2023, Katoro successfully secured funding to further
the Company's strategic objectives and fulfil its general working capital
requirements. On 3 April 2023, the Company announced the successful conclusion
of a fundraise through which an amount of £150,000 (gross) was raised at 0.1
pence per share, through a placing by SI Capital. The placing comprised of
£130,000 raised by SI Capital with directors subscribing for a further
£20,000. Proceeds from said placing were utilised for ongoing working capital
and to progress the continued assessment and consolidation of the Company's
asset portfolio.

The Company also issued a total of 59 085 100 new Ordinary Shares at 0.1p,
to the value of £59 085, to Directors to settle accrued Directors' fees.
(Refer to the RNS' dated 3 and 11 April 2023 for further information).

On 14 June 2023 two Directors of the Company retired to pursue other
interests. The remaining non-executive directors have been appointed to the
risk-, audit- and remuneration committees to ensure compliance with corporate
governance framework.

On 10 January 2023, the Company announced the appointment of Beaumont Cornish
Limited as its new NOMAD, the appointment of which was made in accordance with
Rule 1 of the AIM Rules for Companies.

Conclusion

I remain confident in the Company's ongoing efforts to consolidate and advance
the Katoro portfolio towards the creation and unlocking of shareholder value.
We are optimistic about the various initiatives currently underway and look
forward to what these may deliver during the second half of 2023. I also want
to use this opportunity to thank the directors, shareholders and staff for
their continued support and commitment.

 

 

 

 

Louis Coetzee

Executive Chairman

 

 

Unaudited interim results for the six months ended 30 June 2023

 

Unaudited condensed consolidated interim Statement of Comprehensive Income

For the six months ended 30 June 2023

 

                                                                                      6 months to  6 months to               12 months to
                                                            Note                      30 June      30 June                   31 December
                                                                                      2023         2022                      2022
                                                                                      (Unaudited)  (Unaudited and Restated)  (Audited)
                                                                                      £            £                         £
 Revenue                                                                              -            -                         -
 Cost of sales                                                                        -            -                         -
 Gross Profit                                                                         -            -                         -
 Administrative expenses                                                              (261,265)    (479,491)                 (664,682)
 Foreign exchanges (loss) / gain                                                      (240)        60,714                    (407)
 Reversal of impairment / (impairment)                      15                        1,067        -                         (224,966)
 Share of loss in associate                                 15                        (1,067)      -                         (4,408)
 Loss on disposal of subsidiary                                                       -            -                         (75,922)
 Share-based payment transactions                           6                         (22,796)     -                         -
 Exploration expenditure                                                              (26,800)     (278,645)                 (285,374)
 Operating profit/loss                                                                (311,101)    (697,422)                 (1,255,759)
 Other Income                                                                         -            142,045                   -
 Finance Income                                                                       7            15,152                    5,260
 Profit / (loss) before tax                                                           (311,094)    (540,225)                 (1,250,499)
 Tax                                                                                  -            -                         (61)
 Profit/(loss) for the period                                                         (311,094)    (540,225)                 (1,250,560)

 Other comprehensive income
 Exchange differences on translating of foreign operations                            6,841        105,383                   97,226
 Total comprehensive loss                                                             (304,253)    (434,842)                 (1,153,334)

 Loss for the period                                                                  (311,094)    (540,225)                 (1,250,560)
 Attributable to owners of the parent                                                 (293,559)    (431,128)                 (1,054,079)
 Attributable to non-controlling interest                                             (17,535)     (109,097)                 (196,481)

 Total comprehensive loss                                                             (304,253)    (434,842)                 (1,153,334)
 Attributable to owners of the parent                                                 (329,812)    (325,745)                 (994,101)
 Attributable to non-controlling interest                                             25,559       (109,097)                 (159,233)

 Earnings / (loss) per share
 Basic and diluted earnings / (loss) per share (pence)      4                         (0.05)       (0.09)                    (0.23)

 

 

Unaudited condensed consolidated interim Statement of Financial Position

As at 30 June 2023

 

                                                                                                                    6 months to  6 months to                 12 months to
                                                                                                                    30 June      30 June                     31 December
                                                                                                              Note  2023         2022                        2022
                                                                                                                    (Unaudited)  (Unaudited & Restated)      (Audited)
                                                                                                                    £            £                           £
 Assets
 Non-current assets
 Intangible                                                                                                   7     -            209,500                     -
 assets
 Investments in associates                                                                                    15    -            182,301                     -
                                                                                                                    -            391,801                     -

 Current assets
 Other receivables                                                                                                  7,743        21,002                      16,340
 Cash and cash equivalents                                                                                          25,443       342,481                     49,596
 Total current assets                                                                                               33,186       363,483                     65,936

 Total Assets                                                                                                       33,186       755,284                     65,936

 Equity
 Called-up share capital                                                                                      5     669,497      4,604,125                   4,604,125
 Share premium                                                                                                      2,962,582    2,962,582                   2,962,582
 Deferred share capital                                                                                       5     4,143,713    -                           -
 Capital contribution reserve                                                                                       10,528       10,528                      10,528
 Translation reserve                                                                                                (333,190)    (251,532)                   (296,937)
 Merger reserve                                                                                                     1,271,715    1,271,715                   1,271,715
 Warrant and share-based payment reserve                                                                      6     474,352      946,153                     828,223
 Retained deficit                                                                                                   (9,235,396)  (8,813,483)                 (9,318,504)
 Reserves attributable to owners                                                                                    (36,199)     730,088                     61,732
 Minority interest                                                                                                  (267,081)    (242,504)                   (292,640)
 Total Equity                                                                                                       (303,280)    487,584                     (230,908)

 Liabilities
 Current liabilities
 Trade and other payables                                                                                     3     144,216      82,921                      106,615
 Other financial liabilities                                                                                        192,250      184,779                     190,229
 Total current liabilities                                                                                          336,466      267,700                     296,844

 Total Equity and Liabilities                                                                                       33,186       755,284                     65,936

 

 

 

Unaudited condensed consolidated Statement of Changes in Equity

 

                                                    Share        Share      Deferred Share Capital  Warrant reserve and share based payment reserve  Merger Reserve  Capital                Foreign currency translation reserve  Retained deficit  Non-controlling interest  Total

                                                    Capital      Premium                                                                                             Contribution Reserve
                                                    £            £          £                       £                                                £               £                      £                                     £                 £                         £
 Balance at 31 December 2022 (audited)              4,604,125    2,962,582  -                       828,223                                          1,271,715       10,528                 (296,937)                             (9,318,504)       (292,640)                 (230,908)
 Loss for the period                                -            -          -                       -                                                -               -                                                            (293,559)         (17,535)                  (311,094)
 Other comprehensive loss - exchange differences    -            -          -                       -                                                -               -                      (36,253)                              -                 43,094                    6,841
 Capital reorganisation                             (4,143,713)  -          4,143,713               -                                                -               -                      -                                     -                 -                         -
 Warrants issued                                    -            -          -                       22,796                                           -               -                      -                                     -                 -                         22,796
 Warrants expired                                   -            -          -                       (376,667)                                        -               -                      -                                     376,667           -                         -
 Proceeds of share issue of share capital           209,085      -          -                       -                                                -               -                      -                                     -                 -                         209,085
 Balance at 30 June 2023                            669,497      2,962,582  4,143,713               474,352                                          1,271,715       10,528                 (333,190)                             (9,235,396)       (267,081)                 (303,280)

 (unaudited)

 Balance at 31 December 2021 (audited)              4,604,125    2,962,582  -                       946,153                                          1,271,715       10,528                 (356,915)                             (8,382,355)       (133,407)                 922,426
 Loss for the period                                -            -          -                       -                                                -               -                      -                                     (431,128)         (109,097)                 (540,225)
 Other comprehensive loss - exchange differences    -            -          -                       -                                                -               -                      105,383                               -                 -                         105,383
 Balance at 30 June 2022                            4,604,125    2,962,582  -                       946,153                                          1,271,715       10,528                 (251,532)                             (8,813,483)       (242,504)                 487,584

 (unaudited) - Restated

 Balance at 1 January 2022 (audited)                4,604,125    2,962,582  -                       946,153                                          1,271,715       10,528                 (356,915)                             (8,382,355)       (133,407)                 922,426
 Loss for the period                                -            -          -                       -                                                -               -                      -                                     (1,054,079)       (196,481)                 (1,250,560)
 Other comprehensive income - exchange differences  -            -          -                       -                                                -               -                      59,978                                -                 37,248                    97,226
 Expiry of share warrants and options               -            -          -                       (117,930)                                        -               -                      -                                     117,930           -                         -
 Balance at 31 December 2022 (audited)              4,604,125    2,962,582  -                       828,223                                          1,271,715       10,528                 (296,937)                             (9,318,504)       (292,640)                 (230,908)
 Notes                                              5                       5                       6

Unaudited condensed consolidated interim Statement of Cash Flow

For the six months ended 30 June 2023

 

                                                    6 months to  6 months to  12 months to
                                                    30 June      30 June      31 December
                                                    2023         2022         2022
                                                    (Unaudited)  (Unaudited)  (Audited)
                                                    £            £            £

 Loss for the period before taxation                (311,094)    (540,225)    (1,250,499)
 Adjusted for:
 Foreign exchange loss / (gain)                     240          (5,875)      407
 Share-based payment transactions                   22,796       -            -
 Share in loss in associate                         -            -            4,408
 (Profit) / loss on disposal of subsidiaries        -            (142,045)    75,922
 Impairments of associates                          -            -            15,466
 Impairments of intangible assets                   -            -            209,500
 Impairments of other financial assets              -            71,002       -
 Share issue costs not settled in cash              9,100        -            -
 Other non-cash items                               8,622        -            961
 Non-trade expenses not settled in cash             59,085       -            -
 Operating loss before working capital changes      (211,251)    (617,143)    (943,835)
 Decrease in trade and other receivables            8,597        27,700       32,362
 Increase / (Decrease) in trade and other payables  37,601       (5,531)      18,163
 Net cash outflows from operating activities        (165,053)    (594,974)    (893,310)

 Cash flows from financing activities
 Issue of shares (net of share issue costs)         140,900      -            -
 Proceeds from other financial liabilities          -            109,499      114,950
 Net cash proceeds from financing activities        140,900      109,499      114,950

 Net decrease in cash and cash equivalents          (24,153)     (485,475)    (778,360)
 Cash and cash equivalents at beginning of period   49,596       827,956      827,956
 Cash and cash equivalents at end of period         25,443       342,481      49,596

Notes to the unaudited condensed consolidated interim financial statements

For the six months ended 30 June 2023

 

Note 1             General information

 

Katoro Gold plc ('Katoro' or the 'Company') is incorporated in England and
Wales as a public limited company ('plc'). The Company's registered office is
located at 60 Gracechurch Street, London EC3V OHR.

 

The principal activity of Katoro, through its subsidiaries (together the
'Group'), is to carry out evaluation and exploration studies within a licenced
portfolio area with a view to generating commercially viable Mineral
Resources, namely gold and nickel mines. In Haneti, the Group has one nickel
mining project, which has mineral exploration licences currently held by Eagle
Exploration Ltd.

 

The condensed interim consolidated financial statements do not represent
statutory accounts within the meaning of section 435 of the Companies Act
2016.

 

The condensed consolidated financial statements of the Company have been
prepared in accordance with the Accounting Standard IAS 34, 'Interim Financial
Reporting', as adopted by the UK.

 

The interim report does not include all the notes of the type normally
included in an annual financial report. Accordingly, this report is to be read
in conjunction with the annual report for the period ended 31 December 2022,
which has been prepared in accordance with UK-adopted IFRSs, and any public
announcements made by Katoro Gold plc during the interim reporting period.

 

The condensed consolidated financial statements of the Group are presented in
Pounds Sterling, which is the functional and presentation currency for the
Group and its related subsidiaries.

 

The condensed consolidated financial statements do not represent statutory
accounts within the meaning of section 435 of the Companies Act 2016.

 

Accounting policies applied are consistent with those of the previous
financial period and annual report unless where new standards became effective
during the period and a newly adopted accounting policy for Investments in
equity instruments - Associates.

 

The seasonality or cyclicality of operations does not impact on the interim
financial statements.

 

Investments in associates

 

Associates are all entities over which the group has significant influence but
not control, generally accompanying a shareholding between 20% and 50% of the
voting rights. Investments in associates are accounted for using the equity
method of accounting.

 

Use of estimates and judgements

 

The preparation of these consolidated statements in conformity with UK adopted
International Accounting Standards require management to make judgements,
estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, income, and expenses.

 

The estimates and associated assumptions are based on historical experience
and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making judgements about
carrying values of assets and liabilities that are not readily apparent from
other sources.

 

In particular, there are significant areas of estimation, uncertainty and
critical judgements in applying accounting policies that have the most
significant effect on the amounts recognised in the financial statements in
the following areas:

•     Exploration and evaluation expenditure;

•     Impairment assessment of non-financial assets;

 

Exploration and evaluation expenditure - significant judgement concerning the
choice of accounting policy

 

In line with the Group's accounting policy, all the exploration and evaluation
expenditure has been charged to profit or loss, as in the judgement of the
Directors the commercial viability of the mineral deposits had not been
established. Moreover, until such time that commercial viability of the
Blyvoor Joint Venture is reached, and the recoverability of the other
financial asset receivable, as disclosed below, is more certain all amounts
contributed to the joint operation will be expensed to exploration and
evaluation expenditure.

 

 

Impairment assessment of non-financial assets

In applying IAS 36, impairment assessments are performed whenever events or
changes in circumstances indicate that the carrying amount of an asset or CGU
may not be recoverable. Estimates are made in determining the recoverable
amount of assets which includes the estimation of cash flows and discount
rates used as well as determination of the fair value in an open market
transaction, where available. In estimating the cash flows, management bases
cash flow projections on reasonable and supportable assumptions that represent
management's best estimate of the range of economic conditions that will exist
over the remaining useful life of the assets. The discount rates used reflect
the current market assessment of the time value of money and the risks
specific to the assets for which the future cash flow estimates have not been
adjusted. Where market values are available for similar assets in a similar
condition, managements assess the reasonability of these valuations in order
to utilise these valuations as a comparable open market value to determine
whether an indication of impairment exists.

 

Joint arrangements - Blyvoor Joint Venture

 

Arrangements under which Katoro has contractually agreed to share control with
another party or parties are joint ventures where the parties have rights to
the net assets of the arrangement, or joint operations where the parties have
rights to the assets and obligations for the liabilities relating to the
arrangement.

 

Exploration & Evaluation Assets

 

Exploration and evaluation activity involves the search for mineral resources,
the determination of technical feasibility and the assessment of commercial
viability of an identified resource.

 

Exploration and evaluation activity includes:

•     researching and analysing historical exploration data.

•     gathering exploration data through topographical, geochemical, and
geophysical studies.

•     exploratory drilling, trenching and sampling.

•     determining and examining the volume and grade of the resource.

•     surveying transportation and infrastructure requirements; and

•     conducting market and finance studies.

 

Exploration and evaluation expenditure is charged to the income statement as
incurred except in the following circumstances, in which case the expenditure
may be capitalised:

 

In respect of minerals activities:

•     the exploration and evaluation activity are within an area of
interest which was previously acquired as an asset acquisition or in a
business combination and measured at fair value on acquisition; or

•     the existence of a commercially viable mineral deposit has been
established.

 

At each reporting period end the capitalisation criteria had not been met due
to the existence of a commercially viable mineral deposit not being
established and therefore no exploration and evaluation assets have been
recognised.

 

Capitalised exploration and evaluation expenditure considered to be tangible
is recorded as a component of property, plant and equipment at cost less
impairment charges. Otherwise, it is recorded as an intangible.

 

Intangible assets all relate to exploration and evaluation expenditure which
are carried at cost with an indefinite useful life and therefore are reviewed
for impairment when there are indicators of impairment. Where a potential
impairment is indicated, assessment is performed for each area of interest in
conjunction with the group of operating assets (representing a cash generating
unit) to which the exploration is attributed. Exploration areas at which
reserves have been discovered but require major capital expenditure before
production can begin, are continually evaluated to ensure that commercial
quantities of reserves exist or to ensure that additional exploration work is
under way or planned.

 

 

Note 2             Going concern

 

The Company currently generates no revenue and had a net liability position of
£303,280 and available cash reserves of £25,443 as at 30 June 2023 (30 June
2022: net asset position of £487,584 and cash reserves of £342,481 and 31
December 2022: net liability position of £230, 908 and cash reserves of
£49,596). The Company's existing cash resources are expected to run out by
approximately the end of September 2023 and therefore the Company is reliant
on completing a fundraise by that date to fund its ongoing working capital.

 

The Directors regularly review cash flow requirements to ensure the Group can
meet financial obligations as and when they fall due. The Directors have
evaluated the Group's liquidity risk and liquidity requirements to confirm
whether the Group has adequate cash resources and working capital to continue
as a going concern for the foreseeable future. The Directors assessed
available information about the future, possible outcomes of planned events
and the responses to such events and conditions that would be available to the
Board.

 

 

In the past the Group has raised funds via equity contributions from new and
existing shareholders, enabling the Group to remain a going concern until such
time that revenues are earned through the sale or development and mining of a
mineral deposit. There can be no assurance that such funds will continue to be
available on reasonable terms, or at all in future.

 

There is a material uncertainty related to the events or conditions described
above that may cast significant doubt on the entity's ability to continue as a
going concern, and, therefore, that it may be unable to realise its assets and
discharge its liabilities in the normal course of business.

 

In response to the above the Directors continue to review the Group's options
to secure additional funding for its general working capital requirements,
alongside its ongoing review of potential acquisition targets and corporate
development needs. A deferral of Directors' salaries has been agreed upon in
the short term.

 

The evaluation of the going concern considers that Katoro has a strong proven
track record of being able to source funding on an ongoing basis, even in
difficult market conditions, and it expects to be able to continue doing so.

 

Various other sources of funding are being considered, most notably:

• Capital placing

• Credit loan notes

• Exercise of outstanding warrants

• A letter of support can be obtained from Kibo Energy Plc, a shareholder

 

Katoro also enjoys strong support, with specific reference to funding, from
its corporate broker, SI Capital Ltd, which also has a proven track record of
being able to facilitate ongoing funding.

 

The Group and Company will require additional finance to progress work on its
current assets and bring them to commercial development and cash generation.
As a result, the Directors continue to monitor and manage the Company's cash
and overheads carefully in the best interests of its shareholders.

 

Whilst the Directors continue to consider it appropriate to prepare the
financial statements on a going concern basis the above constitutes a material
uncertainty that shareholders should be aware of.

 

Note 3             Trade and other payables

 

                   30 June  30 June  31 December 2022

                   2023     2022
                   £        £        £
   Trade payables  92,667   82,921   8,989
   Accruals        51,549   -        97,626
                   144,216  82,921   106,615

 

Note 4             Earnings per share

 

  The calculation of loss per share is based on the following loss and number
of shares:

 

                                                                                  30 June      30 June      31 December 2022

                                                                                  2023         2022
                                                                                  £            £            £
   Loss for the period from continuing operations attributable to equity holders  (293,559)    (431,128)    (1,054,079)
   of parent

   Weighted average basic and diluted number of shares                            615,980,994  460,412,590  460,412,593

   Basic and diluted earnings/(loss) per share (pence)                            (0.05)       (0.09)       (0.23)

 

The Group presents basic and diluted EPS data on the basis that the current
structure has always been in place. Therefore, the number of Katoro shares in
issue as at the period end has been used in the calculation. Basic
earnings/Loss per share is calculated by dividing the profit/loss for the
period from continuing operations of the Group by the weighted average number
of shares in issue during the period.

 

The Company had in issue warrants and options at 30 June 2023. The inclusion
of such warrants and options in the weighted average number of shares in issue
would be anti-dilutive, and therefore, they have not been included for the
purpose of calculating the loss per share.

 

 

Note 5             Share Capital

 

The called-up and fully paid share capital of the Company is as follows:

 

                                        30 June  30 June    31 December 2022

                                        2023     2022
                                        £        £          £
   Allotted, called-up and fully paid:  669,497  4,604,125  4,604,125

 

 

A reconciliation of share capital is set out below:

 

                           Number of shares  Allotted, called-up and fully paid  Deferred share capital
                                             £                                   £
   At 1 January 2022       460,412,593       4,604,125                           -

   At 1 July 2022          460,412,593       4,604,125                           -

   At 1 January 2023       460,412,593       4,604,125                           -
   Capital reorganisation  -                 (4,143,713)                         4,143,713
   Shares issued           209,085,100       209,085                             -
   At 30 June 2023         669,497,693       669,497                             4,143,713

 

The following share transactions took place during the period 1 January 2023
to 30 June 2023:

·      On 16 March 2023 Katoro underwent a capital reorganisation
whereby all ordinary shares in issue as at the date of subdivision was
subdivided into an Ordinary Share of £0.001 and a Deferred Share of £0.009.

·      On 3 April 2023 130,000,000 shares in Katoro was issued at par
value of £0.001 as part of a cash placement.

·      On 3 April 2023 20,000,000 shares in Katoro was issued at par
value of £0.001 as part of directors subscriptions'.

·      On 3 April 2023 48,000,000 shares in Katoro was issued at par
value of £0.001 in lieu of payment for Director's fees due.

·      On 11 April 2023 11,085,100 shares in Katoro was issued at par
value of £0.001 in lieu of payment for Director's fees due.

 

Note 6             Warrant and Share-based payment reserve

 

Warrants

 

The following reconciliation serves to summarise the composition of the
warrant reserve as at period end:

 

                                         30 June    30 June  31 December 2022

                                         2023       2022
                                         £          £        £
     Opening balance of warrant reserve  376,667    494,597  494,597
     Issue of warrants                   22,796     -        -
     Expiry of warrants                  (376,667)  -        (117,930)
                                         474,352    494,597  376,667

 

Reconciliation of the quantity of warrants in issue:

 

                       30 June       30 June      31 December 2022

                       2023          2022
   Opening balance     166,166,666   194,574,999  194,574,999
   Warrants exercised  -             -            -
   Warrants issued     209,085,100   -            -
   Warrants expired    (36,666,666)  -            (28,408,333)
                       338,585,100   194,574,999  166,166,666

 

No warrants have been exercised in the six-month period ended 30 June 2022.

 

 

The following warrant transactions took place during the period 1 January 2023
to 30 June 2023:

·      On 3 April 2023 130,000,000 warrants were issued pursuant a share
issue. The warrants have an exercise price of £0.002 each and expire 36
months after the issue thereof.

·      On 3 April 2023 20,000,000 warrants were issued pursuant a share
issue. The warrants have an exercise price of £0.002 each and expire 36
months after the issue thereof.

·      On 3 April 2023 48,000,000 warrants were issued to directors
pursuant a share issue. The warrants have an exercise price of £0.002 each
and expire 36 months after the issue thereof.

·      On 3 April 2023 11,085,100 warrants were issued to directors
pursuant a share issue. The warrants have an exercise price of £0.002 each
and expire 36 months after the issue thereof.

·      On 25 June 2023 36,666,666 warrants previously in issue expired.

All warrants have been valued on the Black-Scholes model based on a risk free
rate of 3.41% and volatility of 117%.

 

Share Options

 

The following reconciliation serves to summarise the composition of the
share-based payment reserve as at period end:

 

                                                     30 June  30 June  31 December 2022

                                                     2023     2022
                                                     £        £        £
     Opening balance of share-based payment reserve  451,556  451,556  451,556
     Vesting of share options                        -        -        -
                                                     451,556  451,556  451,556

 

Reconciliation of the quantity of Share Options in issue:

                    30 June     30 June     31 December 2022

                    2023        2022
   Opening balance  32,244,781  32,244,781  32,244,781
   Closing balance  32,244,781  32,244,781  32,244,781

 

During the period no new share options were vested and no share options
expired.

 

Note 7             Exploration and evaluation assets

 

Exploration and evaluation assets consist solely of separately identifiable
prospecting assets held by Kibo Nickel and its subsidiaries.

 

The following reconciliation serves to summarise the composition of intangible
prospecting assets as at period end:

 Reconciliation of exploration and evaluation assets
                                                      £
 Carrying value at 1 January 2022                     209,500
 Carrying value at 30 June 2022                       209,500
 Impairment                                           (209,500)
 Carrying value at 31 December 2022                   -
 Carrying value at 30 June 2023                       -

 

 

 

Haneti comprises tenements (prospecting licences, offers and applications)
prospective for nickel, platinum-group-elements and gold. It covers an area of
approximately 5,000 sq. km in central Tanzania and forms a near contiguous
project block. The project area straddles the Dodoma, Kondoa and Manyoni
districts all within the Dodoma (Administrative) Region. The main prospective
belt of rocks within the project, the Haneti-Itiso Ultramafic Complex (HIUC),
is centred on the small town of Haneti, located 88 kilometres north of
Tanzania's capital city Dodoma. The HIUC sporadically crops out over a strike
length of 80 kilometres with most outcrop exposure occurring 15 kilometres
east of Haneti village where artisanal mining of the semi-precious mineral
chrysoprase (nickel-stained chalcedonic quartz) is being carried out at a few
localities.

 

As at 31 December 2022, the Company had successfully completed the diamond
drilling programme. The results were analysed and will allow for a refined
approach during the next phase of the project, with a focus on specified
areas. This plan has not yet been developed in sufficient detail and
accordingly further funding has not yet been obtained. Due to this
uncertainty, management has applied a provision for impairment against the
carrying value of the intangible asset to the value of £209,500, during the
December 2022 financial year. The status remained the same at the interim
period ended on 30 June 2023.

 

Note 8             Board of Directors

 

Non-executive directors Paul Dudley and Myles Campion retired on 14 June
2023 due to other interests they wish to pursue going forward. The remaining
non-executive directors have been appointed on the risk-, audit- and
remuneration committees to ensure compliance with the corporate governance
framework. Additional directors will be appointed if the need arises.

 

Note 9             Events after the reporting period

 

The directors are not aware of any material event that occurred after the
reporting date and up to the date of this report.

 

 

Note 10           Unaudited results

 

These condensed consolidated interim financial results have not been audited
or reviewed by the Group's auditors.

 

Note 11           Commitments and contingencies

 

There are no material contingent assets or liabilities as at 30 June 2023.

 

Note 12           Segment reporting

 

Segmental disclosure per category

                             Mining and exploration  Corporate  Total
                             £                       £          £
 30 June 2023
 Administrative costs        (108,412)               (154,142)  (262,554)
 Exploration expenditure     (26,800)                -          (26,800)
 Other profit or loss items  (51)                    (21,689)   (21,740)
 Loss before tax             (135,263)               (175,831)  (311,094)
 Segmental assets            4,716                   28,470     33,186
 Segmental liabilities       245,710                 90,756     336,466

 30 June 2022
 Administrative costs        (143,570)               (335,921)  (479,491)
 Exploration expenditure     (278,645)               -          (278,645)
 Other profit or loss items  70,138                  147,773    217,911
 Loss before tax             (352,077)               (188,148)  (540,225)
 Segmental assets            244,817                 510,467    755,284
 Segmental liabilities       211,907                 55,793     267,700

 31 December 2022
 Administrative costs        (261,794)               (627,854)  (889,648)
 Exploration expenditure     (285,374)               -          (285,374)
 Other profit or loss items  445                     (75,922)   (75,477)
 Loss before tax             (546,723)               (703,776)  (1,250,499)
 Segmental assets            6,103                   59,833     65,936
 Segmental liabilities       219,192                 77,652     296,844

 

 

Segmental disclosure per geographical location

 

                           Tanzania   Cyprus     United Kingdom  South Africa  Total
                           £          £          £               £             £
 30 June 2023
 (Loss)/profit before tax  (31,330)   (106,311)  (175,831)       2,378         (311,094)
 Segmental assets          4,513      -          28,470          203           33,186

 30 June 2022
 Profit/(loss) before tax  (282,130)  754,127    (1,009,653)     (2,569)       (540,225)
 Segmental assets          215,252    806,676    (293,922)       27,278        755,284

 31 December 2022
 Loss before tax           (300,438)  (212,725)  (729,695)       (7,641)       (1,250,499)
 Segmental assets          214,705    996        435,945         1,818         653,464

 

Note 13           Related parties

 

Relationships

 

Name
 
Relationship

Kibo Energy plc
                                Significant
shareholder and controlling parent

Power Metal Resources plc                     Significant
shareholder of a subsidiary

 

Board of directors

Louis
Coetzee
Chairman (Executive)

Lukas
Maree
Non-executive director

Louis
Scheepers
Non-executive director

Myles
Campion
Non-executive director

Paul
Dudley
Non-executive director

 

 Related party balances included in:                          30 June    30 June    31 December 2022

                                                              2023       2022
                                                              £          £          £
 Trade Payables
 Kibo Energy plc                                              (6,025)    (20,247)   (16,025)

 Other financial liabilities
 Power Metal Resources plc                                    (192,250)  (184,779)  (190,229)

 Accrued directors' fees payable
 Louis Coetzee                                                (8,878)    -          (2,939)
 Louis Scheepers                                              (8,878)    -          (2,939)
 Myles Campion                                                (7,122)    -          (2,939)
 Paul Dudley                                                  (7,246)    -          (3,436)
 Tinus Maree                                                  (8,878)    -          (2,939)
                                                              (41,002)   -          (15,192)
                                                              (239,277)  (205,026)  (221,446)

 Related party transactions included in:                      30 June    30 June    31 December 2022

                                                              2023       2022
                                                              £          £          £
 Issue of share in lieu of payment of accrued directors fees
 Louis Coetzee                                                12,000     -          -
 Louis Scheepers                                              12,000     -          -
 Myles Campion                                                12,000     -          -
 Paul Dudley                                                  11,085     -          -
 Tinus Maree                                                  12,000     -          -
 Issue of warrants
 Louis Coetzee                                                1,308      -          -
 Louis Scheepers                                              1,308      -          -
 Myles Campion                                                1,308      -          -
 Paul Dudley                                                  1,211      -          -
 Tinus Maree                                                  1,308      -          -

                                                              65,528     -          -

 

Related parties of the Group comprise subsidiaries, significant shareholders
and the Directors.

 

Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation.

 

Transactions with related parties are affected on a commercial basis and
related party debts are repayable on a commercial basis.

 

The transactions during the period between the Company and its subsidiaries
included the settlement of expenditure to/from subsidiaries, working capital
funding and settlement of the Company's liabilities through the issue of
equity in subsidiaries. The loans to/from Group companies do not have fixed
repayment terms and are unsecured.

 

Note 14           Principal risks

 

The principal risks and uncertainties identified in the last Annual Report of
Katoro Gold plc, issued in May 2023, have not materially changed/altered in
the interim period.

 

Note 15           Investment in associates

 

The investment in associates have been valued on the fair value of the
disposal price of the Kibo Gold subgroup to LVG and is carried at equity
accounted value less impairment.

 

                                                                £
 Opening balance at 1 January 2022                              -
 Recognition of associate                                       182,301
 Proceeds for the disposal of 80% of Kibo Gold subgroup to LVG  729,203
 Fair value of the 100% shareholding of Kibo Gold subgroup      911,504
 Fair value of the 20% interest in Kibo Gold subgroup retained  182,301
 Closing balance at 30 June 2022                                182,301
 Additional contributions                                       19,919
 Share in loss of Associate                                     (4,408)
 Impairment                                                     (197,812)
 Closing balance as at 31 December 2022                         -
 Share in loss of Associate                                     (1,067)
 Reversal of impairment                                         1,067
 Closing balance at 30 June 2023                                -

 

 

Note 16           Financial instruments - Fair value and risk
management

 

The carrying amount of all financial assets and liabilities approximates the
fair value. Directors consider the carrying value of financial instruments of
a short-term nature, i.e. those that mature in 12 months or less, to
approximate the fair value of such assets or liability classes.

 

The carrying values of longer-term assets are considered to approximate their
fair value as these instruments bear interest at interest rates appropriate to
the risk profile of the asset or liability class.

 

The Group carries no unlisted financial instruments measured in the statement
of financial position at fair value as at 30 June 2023, nor in any of the
comparative periods.

 

Note 17           Comparative figures

 

Amounts relating to costs allocated to share premium were reclassified during
the period 1 January 2022 to 30 June 2022. This resulted in no change to the
net asset value of the company for the period ended 30 June 2022. No changes
were made to any other period as this was corrected in the audited statutory
accounts for the year ended 31 December 2022.

 

                                  Previously stated  Effect of change  Restated
                                  £                  £                 £
 As at 30 June 2022

 Statement of financial position
 Equity                           487,584            -                 487,584

 Statement of profit or loss
 Net loss                         483,175            57,050            540,225

 

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