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REG - Goldplat plc - Audited Results for the year ended 30 June 2022

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RNS Number : 3614Q  Goldplat plc  20 February 2023

Goldplat plc / Ticker: GDP / Index: AIM / Sector: Mining & Exploration

20 February 2023

Goldplat plc

('Goldplat', the 'Group' or 'the Company')

Audited Results for the year ended 30 June 2022

Goldplat plc, (AIM:GDP) the AIM listed Mining Services Group, with
international gold recovery operations located in South Africa and Ghana,
servicing the African and South American Mining Industry, is pleased to
announce its audited results for the year ended 30 June 2022.

The Company's annual report and accounts are available on the Company's
website at http://www.goldplat.com/downloads
(https://protect-za.mimecast.com/s/-fo7CxGjMnf1053s8AJgf?domain=goldplat.com)
  and hard copies will be posted this week to shareholders that have elected
to receive printed copies.

As announced on 3 January 2023, the Annual General Meeting of the Company was
adjourned pending the completion of the audit of the annual report and
accounts. The date of the adjourned meeting, which will consider the first
resolution set out in the notice of meeting "To receive the report of the
Directors of the Company and the audited financial statements of the Company
for the year ended 30 June 2022", will be confirmed in due course.

Lifting of suspension of shares

Following the publication of the results for the year ended 30 June 2022, the
Company has requested that the suspension of trading in its shares to be
lifted with effect from 7.30 a.m. today, Monday 20 February 2023

For further information visit www.goldplat.com, follow on Twitter @GoldPlatPlc
or contact:

 

 Werner Klingenberg                                 Goldplat plc                                     Tel: +27 (0) 82 051 1071

                                                    (CEO)

 Colin Aaronson / George Grainger / Samuel Littler  Grant Thornton UK LLP                            Tel: +44 (0) 20 7383 5100

                                                    (Nominated Adviser)
 James Bavister / Andrew de Andrade                 WH Ireland Limited                               Tel: +44 (0) 207 220 1666

                                                    (Broker)

 Tim Thompson / Mark Edwards / Fergus Mellon        Flagstaff Strategic and Investor Communications  Tel: +44 (0) 207 129 1474

                                                                                                     goldplat@flagstaffcomms.com

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

 

 

 

Chairman's Statement

In my first Chairman's statement I am pleased to report continued improvements
in all areas of the business including increased profitability from
operations, increased visibility of earnings and the commencement of returning
value to our shareholders.

Our portfolio of core assets consists of two gold recovery operations, in
South Africa and Ghana, with plans to extend this to Brazil. These operations
recover gold and platinum group metals ('PGM') from by-products of current and
historical mining processing, thereby providing mines with an
environmentally-friendly and cost-efficient way of removing waste material.

Having strategically moved away from primary mining, we remain committed to
our strategy of increasing long term visibility of earnings in the recovery
businesses and returning value to our shareholders, whilst increasingly
positioning ourselves as a service company and an ESG player in the mining
space, forming a key element of primary producers' ESG initiatives. This focus
is aligned with our growth strategy and will include broadening the commodity
spaces in which we operate and add value.

Profit for the year increased to GBP3,963,000 (2021 profit GBP2,179,000) with
net cash flows from operating activities of GBP2,997,000 (2021: GBP2,309,000)
and net year end cash of GBP3,895,000 (2021: GBP 3,459,000). These excellent
numbers are primarily the result of solid performance at both operations,
increased supply of material and increasing profit margins.

During the period, the Company announced that all cash in excess of operating
and development requirements would be returned to shareholders and that all
royalties received from Kilimapesa would be distributed to shareholders.
During March and April 2022, the Company announced a share buy‑back
programme. This purchase of shares amounted to GBP400,000 and the resulting
treasury shares were cancelled in May 2022. Post year end, the Company sold
its remaining shares in Caracal Gold Plc, resulting in a further GBP 681,000
in cash being realised from the sale of Kilimapesa consideration shares. The
partial restructuring of the Group was completed during the period with the
Group's shareholding in Goldplat Recovery (Pty) Limited increased to 90.63%.

Your board of directors has seen several changes during the period. Martin
Ooi, a shareholder and long-time supporter of Goldplat, was appointed as a
non-executive director in October 2021, and Nigel Wyatt resigned as a
non-executive director with effect from 31 December 2021. In May 2022 Matthew
Robinson announced his intention to retire as non-executive Chairman, with his
retirement coming into effect on 26 September 2022. I would like to thank
Matthew for his steadfast guidance since his appointment in 2016. Matthew's
leadership through this period of strategic change for Goldplat is greatly
appreciated and I would like to wish him well in his future endeavours. I
joined as non-executive director in September 2022 and I am delighted to take
over as non-executive chairman at a time where the strategic changes are
already resulting in sustainable improvements with exciting potential for
continued further growth. With these changes I believe that your Board is well
positioned to continue to grow the company's existing and new businesses.

Whilst the threat to the Group posed by the Covid pandemic has diminished
significantly during the year, we remain cautious and continue a number of
policies and practices initiated during the pandemic. The Russian invasion of
Ukraine during the year is posing a significant challenge to global supply
chains and whilst Goldplat has no activities directly connected with Russia or
Ukraine, the long-term effect of the conflict on the Group is uncertain.
Although, the impact on fuel prices, currency exchange rates and global
inflation continue to have an impact on the Company.

We look forward to continuing and building on the successes of the past few
years and increasingly realising and growing the intrinsic value of Goldplat.
I thank all Goldplat's employees, as well as my fellow directors, our advisors
and our shareholders for their efforts as we look forward with enthusiasm.

Gerard Kemp

Chairman

17 February 2023

 

Operations and Finance Report
Overview

Goldplat plc is a mining services company, specialising in the recovery of
gold and other precious metals, from by-products, contaminated soil and other
precious metal material from mining and other industries. Goldplat has two
market leading operations in South Africa and Ghana focused on providing an
economic method for mines to dispose of waste materials while at the same time
adhering to their environmental obligations.

Goldplat has been providing these services for more than 20 years mainly to
the mining industry in Africa, but more recently also in South America.
Goldplat's extraction processes and multiple process lines enable it to keep
materials separate, which provides a high degree of flexibility when proposing
a solution for a particular type of material. The processes which are employed
include roasting in a rotary kiln, crushing, milling, thickening, flotation,
gravity concentration, leaching, CIL, elution and smelting of bullion.
Goldplat recovery operations recover between 2,000 ounces to 2,800 ounces
monthly through its various circuits and under different contracts. The grade,
recovery, margins and terms of contracts can differ significantly based on the
nature of the material supplied and processed. At a minimum, 50% of material
produced is exposed to the fluctuation in the gold price, with the remainder
of the production being offset by corresponding changes in raw material costs.

The strategy of the company, which also drives the key performance indicators
of management, is to return value to the shareholders by creating sustainable
cash flow and profitability through: growing its customer base in South
Africa, West Africa and further afield, increasing its ability to process
lower grade contaminated material through investing into and improving
processing methods; forming strategic partnerships with other industry
participants; diversifying into processing of platinum group metals ("PGM")
contaminated material; and constructing a final deposition site for, and
optimising the processing of, the TSF.

Goldplat's highly experienced and successful management team has a proven
track record in creating value from contaminated gold and other precious
metals-bearing material.

Goldplat has a JORC defined resource (see the announcement dated 29 January
2016 for further information) over part of its active Tailings Storage
Facility ('TSF') at its operation in South Africa of 1.43 million tons at
1.78g/t for 81,959 ounces of gold. Since the resource estimate was made more
than 500,000 tons of material have been deposited on the TSF.

Goldplat held a 5.52% interest (at the balance sheet date) indirectly in
Caracal PLC ("Caracal") and a 1% net smelter royalty (the Caracal holding was
sold down to zero after the period), capped at USD1.5 million in Kilimapesa
(the Kenyan Gold Mining Company it sold to Caracal).

Introduction

During the period, the recovery operations continued to deliver excellent
returns with the profits after tax and attributable to owners of the Company
increasing by 112%.

The increase was driven by strong performances by both operating entities,
with Goldplat Recovery Pty Limited ("GPL") and Gold Recovery Ghana Limited
("GRG") increasing the respective net profit by 75% and 54%.

Revenue increased by 22% during the period due to an increase of supply of
material during the period, driving increases in production and sales. This
has been against a slight decrease in the average gold price during the period
of USD1,833/oz (2021 - USD1,846/oz).

The margins of the Group depend upon the volume, quality and type of material
received, the metals contained in such material, processing methods required
to recover the metals, the final recovery of metals from such material, the
contract terms, metals prices and foreign currency movements. During the
period, the gross profit margin increased from 17.5% to 23.1%, which was
largely driven by the weakening of the Ghanaian Cedi (GHS) during the period
by 20% (refer table under financial review). This was however offset by
foreign exchange losses, which increased by GBP685,000.

The table below on the operating performance of the two recovery operations
combined (excluding other Group and head office cost, foreign exchange gains
& losses, finance cost and taxes) indicates the ability of the recovery
operations in South Africa and Ghana to produce profitably at various gold
prices and production levels.

                                                2022     2021     2020     2019     2018     2017
 Average Gold Price per oz in US$ for the year  1 833    1 846    1 560    1 263    1 293    1 258
                                                GBP'000  GBP'000  GBP'000  GBP'000  GBP'000  GBP'000

 Revenue                                        43 222   35 400   24 809   21 769   28 962   28 501
 Gross Profit                                   9 994    6 199    7 312    3 114    5 703    5 644
 Other income                                   53       56       0        0        0        0
 Administrative & Other Costs                   2 332    1 694    1 977    861      1 390    1 008
 Operating Profit before Finance Costs          7 715    4 561    5 335    2 253    4 313    4 636

Before the 2020 financial period, the cashflow generated was invested in
sustaining and growing our mining portfolio in Africa, which we have exited
during the prior year. Since then, the Group has been focussed on building the
customer base in its recovery operations, increasing its contracted supply of
raw material for CIL circuits in South Africa, building up its reserves and
restructuring and positioning the Group to optimize the returns to
shareholders.

During the period we progressed on all of these fronts, with the share
buy-back of minority shareholders in GPL completed, increasing GPL low grade
material supply from 2 years to more than 7 years through our relationship
with DRD Gold Limited ("DRD Gold"), and securing supply from new customers.

The Group has also progressed on its other strategic initiatives,
specifically, receiving a license to construct a new tailings facility,
furthering discussions with DRD Gold for the processing of current tailings
facility at one of its operations and continuing to invest into potential
growth areas, specifically through research and analysis of other raw
materials for processing and Platinum Group Metals ('PGM'), and extending its
geographical reach in South America.

Management's key focus in the recovery operations remains to increase
visibility of earnings through growing its customer base and contracted supply
of raw material on site.

Goldplat Recovery (Pty) Limited - South Africa - ('GPL')

Revenues increased by 22.1% to GBP21.52 million (2021 - GBP17.62 million), in
part due to the increase in gold produced and sold and in part due to the
increase in the average gold price in South African Rand ('ZAR'). The profits
from operating activities as a result increased by 48.1% to GBP4.77 million
(2021 - GBP3.22 million).

By-products (carbon, woodchips, mill liners and other by-products)

Consolidation continues in the South African gold industry; mines are closing
or are becoming more efficient in their processing, resulting in reduced
volumes and grade of by-products received. GPL has retained all contracts
during the period; however the risk of supply reduction remains due to the
short-term nature of contracts. The focus remains on improving the service
provided to the mines, with the aim of increasing the term of the contracts.

Low grade materials

The low-grade material processed through GPL's carbon-in-leach circuits
('CIL') is surface material that has been contaminated by more than 100 years
of gold mining in South Africa. The gold grade in this material is between 1
to 3 grams a ton (average 2 grams per ton).

With improved mining and processing methods and focus on the environment,
significant tonnages of these types of materials are not being generated, and
what is being generated, is processed through the mines' own plants before
closure. As a result, the quantities of such materials available to GPL will
reduce. As a result, and subsequent to year end, GPL agreed with DRD Gold to
remove low-grade carbon contaminated soils from their premises, on a cost per
ton basis, which should provide circa 5 years of additional feed for our
larger CIL circuit. The CIL circuit currently contributes between 20% to 30%
of the South African operation´s production. The nature of the materials to
be removed from DRD Gold will be variable in terms of the gold grade contained
and the recoverability of the gold contained through our circuits. The
analysis and processing of these materials to date has indicated that it will
be viable to remove and process at current cost and price parameters.

This increases the availability of material for this circuit to more than 7
years and will form a good base for the business going forward.

Condition and reprocessing of the tailings' storage facility ("TSF")

The Department of Water and Sanitation of the Republic of South Africa has
authorised the water use by GPL which includes the extraction and use of water
in its recovery processes and the impact of its disposal of tailings on a new
TSF, according to the conditions set out in the license, which is valid for 12
years.

The new TSF, which is adjacent to the current TSF, is expected to be
constructed and completed by end of June 2023 at a further cost of GBP600,000.
The new TSF is expected to have sufficient capacity to store the tailings we
will produce in our current operations for the next seven years.

The new TSF will also allow us to divert all deposition from the current
facility, which will provide us with the ability to use the current facility
to recover the JORC resource through DRD Gold. To enable us to process the
current TSF through a DRD Gold facility, we will require approval to install a
pipeline to this DRD Gold processing facility and will need to finalise
commercial agreements with the third‑party.

DRD Gold is assisting GPL to get approval for the construction of a pipeline
to one of its plants. The pipeline will provide GPL with the ability to
process the existing TSF at a DRD Gold processing facility. The negotiation of
the terms and conditions of processing our existing TSF at a DRD Gold
processing facility still needs to be finalised. The approval of the pipeline
by authorities is taking longer than originally expected, but we believe this
will be received, at the latest, by June 2023.

During the period we incurred GBP223,000 on application for the new TSF and
maintenance of the current TSF.

GPL continues to make changes to its circuit to increase its ability to
extract value from the lower grade materials. During the year under review, we
installed and completed the following improvements in the plant:

•     We constructed a new flotation plant at cost of GBP267,000 which
provide us flexibility in terms of recovery of PGM's from various types of
contaminated material as well as improving gold recoveries on other material;

•    We incurred GBP58,000 on installation of a gravity concentrator
circuit at our largest Milling and Carbon in Leach (CIL) circuit. This has
increased production by 5% to 10% in this circuit, depending on the material
that is being processed, but has resulted in more cash being locked up, as it
takes 6 months to turn this material into cash.

Gold Recovery Ghana Limited - Ghana - ('GRG')

GRG focusses on the processing and recovery of gold from mine by-products and
serves the industry in Ghana, West Africa, South America and other parts of
Africa. The sourcing efforts in West Africa and further afield continued to
benefit the Group through increased supply of material from our current
suppliers. The increase in feed material and the depreciation of the cedi
against the USD (by 20%) resulted in revenues increasing during the period
from GBP17,778,000 to GBP21,703,000. As a result, GRG increased its
profitability, posting an operating profit before finance cost of GBP4,297,000
(2021 - GBP2,574,000). However, as a result of the depreciation of the GHS
against the USD, GRG incurred foreign exchange losses during the period of
GBP897,000 (2021 - GBP75 403).

Notwithstanding the continued improved performance in GRG, and the growth
potential of the West African market, GRG remains dependent on getting
approval for export of material from neighbouring countries and GRG will
remain subject to sourcing risk.

Due to the length of time it takes to extract value from material (120 to 210
days), from when material leaves the mines to when gold is recovered and
subsequently sold, GRG obtains financing to settle payment to the mines
earlier. The working capital finance cost for the period for GRG increased to
GBP311,000 (2021 - GBP148,000) due to increases in sales and also the
depreciation of the GHS against the USD.

Major investments made in Ghana in prior years have positioned GRG well to
service its customers. The following initiatives will continue to manage and
reduce the risk related to the procurement of sufficient materials for Ghana:

•    Expanding the successes achieved in Mali to other mines in Mali,
Ivory Coast and Burkina Faso. Some of these efforts have been delayed due to
the Covid-19 travel restrictions. In Burkina Faso, the case relating to the
export of fine carbon material is still pending and partly delaying any
further export of material. Our engagement with mine management and government
officials on different levels has continued, with the aim of increasing our
footprint to ensure regular supply. Specific progress in this regard has been
made during the quarter in Cote d'Ivoire.

•     To support the sourcing and export of material to GRG,
subsidiaries have been incorporated in Peru and Brazil during the period, and
we have decided to establish a site in Brazil, although we have incurred or
committed no expenditure so far on those subsidiaries. This should assist us
in increasing our presence and service delivery in South America and
specifically allow us to source and process lower grade material, which is not
feasible to transport to our other facilities.

•    To reduce the risk at the Ghana operation, we continue to evaluate
our options for processing of artisanal tailings material, including the
possibility of finding a partner in country, whilst continuing to seek
permission from the Minerals Commission to restart in some form the processing
and/or tolling of tailings material.

Discontinued operations

Kilimapesa Gold (Pty) Limited - Kenya ('KPG')

The sale of KPG was completed in the prior year, during April 2021 to
Mayflower Gold Investments Limited ('Mayflower'). The initial consideration
receivable by Gold Mineral Resources Ltd ("GMR"), Goldplat's subsidiary, was
in the form of a secured debenture of USD1,500,000, to be satisfied by cash
and/or the issue of shares to that value in Papillon Holdings plc ('Papillon')
payable on Papillon's re-admission to trading on the LSE following completion
of the RTO, with 30% (USD450,000) of the initial consideration payable in
cash. On 31 August 2021, Papillon Holdings plc, renamed as Caracal Gold plc
("Caracal"), had its ordinary shares commence trading on the Main Market for
listed securities of the London Stock Exchange plc ('LSE') under the ticker
GCAT with a contemporaneous dual listing on the Frankfurt Stock Exchange,
which followed the completion of the reverse takeover of Mayflower. GMR
received 103,835,953 shares (which represented 7.17% of its issued share
capital) in Caracal on 31 August 2021, which represented 70% of the initial
consideration of the sale of KPG to Mayflower. On 3 November 2021, the Company
agreed with Caracal to take up the remainder of the initial share
consideration on the sale of Kilimapesa at the initial listing price of
Caracal and as a result, received a further 32 878 000 shares in lieu of a
cash payment of US$450,000, increasing the Group's shareholding in Caracal to
9.2% at the time.

During the period the Company sold 32 878 000 shares for £310,778.29 and
retained 103,835,953 shares (interest of 5.53%) in Caracal. Subsequent to the
year-end the Company sold all its shares in Caracal for a total consideration
of GBP681,000.

GMR is entitled to receive a further 1% net smelter royalty on all production
from Kilimapesa up to a maximum of $1,500,000, on any future production from
Kilimapesa.

During the period the Company has written-off balances outstanding from
Kilimapesa to the value of GBP241,000, that related to a balance that was
owing to the Group from Kilimapesa before the conclusion of the transaction.

Anumso Gold Project - Ghana ('AG')

The gold mining license under the Anumso Gold ('AG') project expired during
March 2021 and was not renewed as was the intention of the Company and the
joint venture partner, Desert Gold Ventures Inc. The investment in AG was
disclosed as a discontinued operation during the prior year. During the period
we have been informed that mineral right fees since 2013 are outstanding,
which is being disputed. None of the joint venture partners intend to
capitalise the AG project to settle the claim and current AG liabilities
exceed its assets by the minerals right fees outstanding. The Company's share
of outstanding minerals right fees is GBP369,000 and this has been included
under loss from discontinued operations in the prior year.

Financial review

The major functional currencies for the Group subsidiaries are South African
Rand (ZAR) and Ghana Cedi (GHS) whilst the presentation currency of the group
is Pounds Sterling (GBP). The average exchange rates for the year are used to
convert the Statement of Profit or Loss and Other Comprehensive Income for
each subsidiary to Sterling. As set out in the table below, there it can be
seen that the average ZAR strengthened and GHS weakened against the Pound
Sterling, by 2.27% and 12.76% respectively. The exchange rates as at end of
the period are used to convert the balance in the statement of Financial
Position. As set out in the table below, the ZAR closing rate was similar to
the previous period, whilst the GHS depreciated by 20%, which resulted in the
GBP490,000 loss on exchange differences on translation during the period.

                                               2022   2021   Variance

                                               GBP    GBP    %
 South African Rand (ZAR)  Average             20.26  20.73  2.27%
 Ghanaian Cedi (GHS)       Average             8.84   7.84   -12.76%
 South African Rand (ZAR)  As at 30 June 2022  19.80  19.80  0.00%
 Ghanaian Cedi (GHS)       As at 30 June 2022  9.78   8.15   -20.00%

Apart from the gold price, the Group's performance is impacted by the
fluctuation of its functional currencies against the USD in which a majority
of its sales are recognised. The average exchange rates for the year used in
the conversion of operating currencies against the USD during the period under
review are set out in the table below

                           2022   2021   Variance

                           USD    USD    %
 South African Rand (ZAR)  15.23  15.42  1.23%
 Ghanaian Cedi (GHS)       6.66   5.82   -14.43%

Personnel

The Personnel expenses increased by 6.3% to GBP4,674,000 (2021 - GBP4,396,000)
during the period, resulting from salary increases as well as increase of
production personnel in South Africa from 292 to 325 as a result of temporary
employees employed on the construction and maintenance of the tailings
facility.

The net finance loss

The net finance loss for the period can be broken down into the following:

 Interest component                       2022     2021
                                          GBP'000  GBP'000
 Interest receivable                      -        -
 Interest payable on lease liabilities    (20)     (21)
 Interest payable on borrowings           (184)    (110)
 Interest on pre-financing of sales       (449)    (219)
 Interest on bank overdraft               (3)      (16)
 Intercompany foreign exchange (expense)  (157)    (513)
 Operating foreign exchange losses        (1,071)  (30)
 Net finance costs                        (1,884)  (909)

Net finance costs increased to GBP1,884,000 (2021 - GBP909,000) during the
period as a result of:

Increase in foreign exchange losses in operations of GBP1,071,000 specifically
due to the continuous depreciation of the GHS against the USD during the
period. As we pre-finance a portion of our sales to the smelters, the exchange
rate on the day we received most of our funds was lower than the exchange rate
on the day we recognise the sale in our records.

The ZAR:USD exchange rate did not move materially during the period, resulting
in the intercompany loans to the holding companies from GPL, not experiencing
the same foreign exchange impact as in the prior year, and as a result the
foreign exchange loss related to the ZAR-USD exchange rate fell from
GBP398,000 to GBP115,000 during the period. The Group has started to reduce
intercompany loan balances during the period to reduce the impact of the
significant fluctuation between reporting currencies and the currencies in
which loans are denominated and will continue to reduce the balance during the
next period.

As a result of an increase of turnover during the period in GRG and more
gravity concentrates exported out of South Africa as a result of the
installation of further gravity concentrator units, the interest on
pre-financing of sales increased from GBP219,000 to GBP449,000.

The interest payable on borrowings increased during the period as a result of
the buy-back of the minority share in GPL at the beginning of the period. The
interest payable on borrowings in the previous period related to finance on
group level to support working capital, specifically in GRG.

Taxation

During the period the income tax expense more than doubled, on increase of
profits before tax of 65%. This has resulted in an increase of the effective
tax rate from 24.7% to 30.2%, which was driven by the following

•     Increase in taxation rate of 1.94% for GPL, to 25.43%, due to
increased profits resulting in higher taxation rate based on mining tax
formula applied in South Africa;

•     Increase in GPL profits before taxation almost doubled from
GBP2,358,000 to GBP4,648,000;

•     GPL contributed 77% of the pre taxation profits during the current
period, versus 65% the previous year.

GRG is registered as a Free Zone company in Ghana and is taxed at 15% (2021 :
15%) during the current period.

During the period dividend from GPL to the company incurred a withholding
dividend taxation charge of 5%. The withholding dividend tax for the period
was GBP71,000 (2021 - GBP80,000).

Other comprehensive income

During the period the Group experienced a loss in foreign exchange translation
reserve of GBP912,000 and was made up by mainly of:

•     Foreign exchange translation loss in GRG of GBP532,000 as a result
of devaluation of the GHS during the period against the GBP by 20%

•     An additional GBP390,000 share of foreign exchange translation
losses relating to GPL were transferred to the Company as a result of the
share repurchases and issues made in GPL during the period;

•     The closing exchange rate between the ZAR and GBP did not
fluctuate significantly during the period, resulting in a minimal foreign
translation impact on the conversion of GPL's statement in financial position.

Property, plant & equipment

During the period we spent GBP850,000 on the acquisition and construction of
plant and equipment, mainly at GPL in South Africa.

Apart from investment into a new flotation plant of GBP267,000, a gravity
concentrator circuit of GBP58,000 and construction of a new tailings facility
GBP223,000, as mentioned above, the remaining GBP175,000 capital incurred in
GPL, was spent on water reticulation structures, upgrading CIL structures and
other general construction.

We incurred GBP129,000 in GRG, mainly relating to upgrades on our rotary
spiral circuits.

Intangible Assets

The intangible assets relate to the goodwill in the investment held in GMR and
GPL. The balance has been assessed for impairment by establishing the
recoverable amount through a value-in-use calculation, the detail of which has
been disclosed in note 5.

Right-of-use asset

The right-of-use assets increased during the period by GBP2,000. The reason
for the increase is due to assets with a value of GBP166,000 that were settled
during the period, being transferred to Property, plant and equipment, as they
are now owned by GPL.

GPL acquired heavy-duty vehicles and forklifts on finance leases for
GBP233,000 and GRG acquired a forklifts on short-term finance lease for
GBP66,000.

The remainder of the changes relate to amortisation for the year and foreign
exchange movements as indicated in note 19.

Loan receivable

The loan receivable related to a balance that was receivable from the South
African minority shareholders on the acquisition of shares (in GPL) and was
denominated in ZAR. The balance of GBP636,000 was settled during the period as
part of the repurchase of the minority's share (in GPL).

As part of the repurchase of the minority's share, shares were also issued to
a new minority in South Africa, Aurelian, a portion of which is payable from
dividend proceeds. The balance outstanding is GBP708,000.

Inventories

The increase of GBP3,615,000 in the inventory balance, relates mainly to an
increase of GBP3,895,000 in inventory at GRG.

                                         2022     2021
                                         GBP'000  GBP'000
 Precious Metals on hand and in process  8,186    4,303
 Raw Materials                           2,730    3,424
 Consumable Stores                       1,132    706
                                         12,048   8,433

The increase in GRG inventory relates mainly to an increase in precious metals
on hand and in process of GBP3,883,000 driven by an increase in the supply and
grade of material received from customers during the last quarter, not yet
delivered to the smelters.

The raw material stock is only held in South Africa, and relates to the
low-grade material processed through our Carbon-In-Leach ('CIL') circuits.
During the period we've processed some of the high grade, higher cost material
and also reduced our stock holding on site by 13%. With the agreement reached
with DRD Gold, by which we can remove and process materials on DRD Gold
premises, we have not just increased the availability of raw material for
processing, but also put GPL in a position to operate on lower levels of raw
materials at our premises.

The increase in consumable stores was as a result of higher stock levels of
production chemicals at period end.

Trade and other receivables

The Group's trade and other receivables fluctuates based on grade and volume
of batches and material processed during different periods of the year in the
two operating entities.

Apart from the gold bullion produced in South Africa, on which payment is
received within 14 days, for the remainder of the concentrates we produce, the
payment terms on average are between 4 to 5 months.

During the period, the trade and other receivables decreased by GBP3,101,000,
mainly due to the reduction in trade receivables in GRG by GBP4,085,582.
During the previous financial period, high grade batches were delivered during
the 3rd and 4th quarter, resulting in high value material at smelters during
the end of previous period.

In GPR, the trade and other receivables increased by GBP2,505,483 during the
period, due to larger volumes of material delivered to the smelters closer to
the end of the financial period.

Provisions

In terms of section 54 of the regulations of the Minerals Resource and
Petroleum Act of 2002, in South Africa, a Quantum of Financial Provisioning is
required for activities performed under mining lease. The Quantum was
reassessed during the current period and increased by GBP24,000.

Deferred tax liabilities

The deferred tax liabilities increased during the period from GBP792,000 to
GBP1,013,000 as a result of GBP850,000 and GBP299,000 capital expenditure
incurred on property, plant and equipment and right of use assets
respectively. The capital expenses were amortized in full for tax purposes,
although limited depreciation was levied during the period.

Interest bearing borrowings

During the period , GPL entered into a ZAR denominated bank facility of ZAR 60
million (approximately GBP3.02 million) with Nedbank, to finance the
repurchase of shares from minorities in South Africa. The full ZAR60 million
was drawn during the first half of the year and the principal on the bank
facility is repayable monthly over 36 months. The interest payable on the
facility is the South African Prime Rate plus 1.75%.

GPL provided security over its debtors as well as a negative pledge over its
moveable and any immovable property, with a general notarial bond registered
over all movable assets. The Group entered into a limited suretyship for ZAR
60 million, in favour of Nedbank.

The balance outstanding on the reporting date was GBP2,395,000 of which
GBP978,000 is repayable in the next 12 months.

As a condition to the Nedbank facility, the Group settled the balance
outstanding of GBP33,000 on another USD2,000,000 revolving facility and
cancelled the facility and relating securities.

Refer to note 18 for further disclosure.

Trade and other payables

The decrease in trade and other payables of GBP474,000, was mainly driven by
the grade and volumes of material purchased and processed during the last
quarter.

In general, we pay our suppliers before we recover the value from material
processed and delivered to smelters or refiners. Suppliers are either paid in
full or a percentage of the balance is paid until we get our final results
from refiners or smelters. We receive external funding for material delivered
to smelters to finance this gap between receipts and payments. During the
period the balance funded remained relatively unchanged at GBP6,605,000 (2021
- GBP6,910,485)

Outlook

As per the outlook of the previous financial period, the focus during the
period has been, and will continue to be on:

•     investing into research and development to identify different
processing methods and equipment to maximize value from resources available;

•     expanding our environmental services delivery to industry;

•     identifying opportunities for growth in the recovery operations by
investing into other locations and into additional equipment in our current
operation, as well as enhancing operational efficiencies. This should enable
the processing of lower grade material at current operations and at different
locations closer to the source; and

•     further to the above, we will continue to leverage on industry
relationships to increase long-term visibility so that we can increase our
resources and available materials for processing.

The recovery operations have nearly always been cashflow generative and during
the period we have utilized some of this cashflow to increase the Company's
shareholding in GPL (effectively the share of the Group's investments) and
purchasing shares from shareholders. The Company will remain focused on
sharing future cashflows with shareholders, specifically distributing cash
surplus (above Group's operational requirements and growth plans) to
shareholders.

During the 2023 financial period the South African operations will need to
complete its investment into a new tailings facility at cost of GBP600,000 and
we expect to finance this from operational cash flow. The focus for Ghana
remains on sourcing material from West Africa, South America and the other
regions, whilst re- positioning GRG to process lower grade material sourced
from within Ghana. In line with this, the Group intends to establish a site in
Brazil to enable it to source and process lower grade material in South
America.

The South African operations will continue to serve the South African gold
industry and will focus on sustaining profitability from old mining clean-ups
and as part of its diversification strategy has invested GBP267,000 of capital
into processing PGM's during the period.

We are working with DRD Gold to find the most economical methods to reprocess
TSF (which has a JORC Compliant Resource of 81,959 ounces) and receiving
environmental approval for a pipeline which will be required to transport
material to a facility for processing.

Goldplat recognises the cyclical nature of the recovery operations as well as
the risks inherent in relying on short-term contracts for the supply of
materials for processing, particularly in South Africa where the gold industry
is in slow longer term decline. These risks can be mitigated by improving our
operational capacities and efficiencies to enable us to treat a wider range of
lower grade materials and leveraging on our strategic partnerships in industry
to increase security of supply. We will continue to seek materials in wider
geographic areas. We shall also keep looking beyond our current recovery
operations for further opportunities to apply our skillsets and resources.

Conclusion

The last few years involved a lot of changes in Goldplat's business as we have
set out to increase sustainability and growth of our recovery operations, I
would like to compliment Goldplat's employees, its advisors, my fellow
directors and the Company's shareholders not just for their efforts and
support, but for how they have embraced the changes and remained focused on
the opportunities they bring. This year we have seen the benefit of these
changes and the board is looking forward to building on this year's successes,
creating opportunities from the ever changing environment and returning value
to shareholders.

Werner Klingenberg

Chief Executive Officer

17 February 2023

 

Statements of Financial Position

                                                        Group    Group
 Figures in £ `000                                      2022     2021
 Assets
 Non-current assets
 Property, plant and equipment                          4 763    4 568
 Right-of-use assets                                    576      574
 Intangible assets                                      4 664    4 664
 Investment in subsidiary or associate                  1        1
 Receivable on Kilimapesa sale                          556      606
 Other loans and receivables                            189      636
 Total non-current assets                               10 749   11 049
 Current assets
 Inventories                                            12 048   8 433
 Trade and other receivables                            9 902    13 003
 Current tax assets                                     100      -
 Receivable on Kilimapesa sale                          142      58
 Investment in Caracal Gold                             727      -
 Other loans and receivables                            8        -
 Cash and cash equivalents                              3 895    3 459
 Total current assets                                   26 822   24 953
 Total assets                                           37 571   36 002
 Equity and liabilities

 Equity
 Share capital                                          1 678    1 698
 Share premium                                          11 562   11 491
 Share Redemption Reserve                               53       -
 Retained income / (accumulated loss)                   9 530    6 846
 Foreign exchange reserve                               (6 170)  (5 258)
 Total equity attributable to owners of the parent      16 653   14 777
 Non-controlling interests                              1 150    3 637
 Total equity                                           17 803   18 414
 Liabilities
 Non-current liabilities
 Provisions                                             811      787
 Deferred tax liabilities                               1 013    792
 Interest bearing borrowings                            1 417    -
 Lease liabilities                                      111      110
 Loan from group company                                -        -
 Total non-current liabilities                          3 352    1 689

 

Statements of Financial Position

                                   Group   Group
 Figures in £ `000                 2022    2021
 Current liabilities
 Provisions                        208     -
 Trade and other payables          14 971  15 445
 Current tax liabilities           -       128
 Interest bearing borrowings       978     33
 Lease liabilities                 259     293
 Loan from group company           -       -
 Total current liabilities         16 416  15 899
 Total liabilities                 19 768  17 588
 Total equity and liabilities      37 571  36 002

The financial statements of Goldplat plc, company number 05340664, were
approved by the Board of Directors and authorised for issue on 17 February
2023. They were signed on its behalf by: Werner Klingenberg, Director.

 

Werner Klingenberg

17 February 2023

 

Statements of Profit or Loss and Other Comprehensive Income

 Figures in £ `000                                                                 Group     Group

                                                                                   2022      2021
 Revenue                                                                           43 222    35 400
 Cost of sales                                                                     (33 228)  (29 201)
 Gross profit                                                                      9 994     6 199
 Other income                                                                      53        56
 Administrative expenses                                                           (2 332)   (1 694)
 Profit from operating activities                                                  7 715     4 561
 Finance costs                                                                     (1 884)   (909)
 Profit before tax                                                                 5 831     3 652
 Income tax expense - continuing operations                                        (1 868)   (903)
 Profit from continuing operations                                                 3 963     2 749
 Loss from discontinued operations                                                 -         (570)
 Profit for the year                                                               3 963     2 179
 Profit for the year attributable to:
 Owners of Parent                                                                  3 555     1 679
 Non-controlling interest                                                          408       500
                                                                                   3 963     2 179
 Other comprehensive income net of tax
 Exchange differences on translation relating to the parent
 (Losses) / gains on exchange differences on translation                           (522)     719
 Exchange reserve reclassified on loss of control of Kilimapesa                    -         247
 Total Exchange differences on translation                                         (522)     966
 Exchange differences relating to the non-controlling interest
 (Losses)/Gains on exchange differences on translation                             (5)       256
 Total other comprehensive income that will be reclassified to profit or loss      (527)     1 222
 Total other comprehensive income net of tax                                       (527)     1 222
 Total comprehensive income                                                        3 436     3 401
 Comprehensive income attributable to:
 Comprehensive income, attributable to owners of parent                            3 033     2 645
 Comprehensive income, attributable to non-controlling interests                   403       756
                                                                                   3 436     3 401
 Earnings per share from continuing and discontinuing operations attributable
 to owners of the parent during the year
 Basic earnings per share
 Basic earnings per share from continuing operations                               2.08      1.32
 Basic loss per share from discontinuing operations                                -         (0.34)
 Total basic earnings per share                                                    2.08      0.98
 Diluted earnings per share
 Diluted earnings per share from continuing operations                             2.05      1.32
 Diluted loss per share from continuing operations                                 -         (0.33)
 Total diluted earnings per share                                                  2.05      0.99

 

Statements of Changes in Equity - Group

 Figures in £ `000                                                        Share Capital  Share premium  Share Redemption Reserve  Foreign currency translation reserve  Retained income  Attributable to owners of the parent  Non-controlling interests  Total
 Balance at 1 July 2020                                                   1 675          11 441         -                         (6 224)                               5 167            12 059                                3 057                      15 116
 Changes in equity
 Profit for the year                                                      -              -              -                         -                                     1 679            1 679                                 500                        2 179
 Other comprehensive income                                               -              -              -                         719                                   -                719                                   256                        975
 Exchange reserve released through profit and loss on sale of Kilimapesa                                                          247                                                    247                                   -                          247
 Total comprehensive income for the year                                  -              -              -                         966                                   1 679            2 645                                 756                        3 401
 Non-controlling interests in subsidiary dividend                         -              -              -                         -                                     -                -                                     (176)                      (176)
 Shares issued from options exercised                                     23             50             -                         -                                     -                73                                    -                          73
 Balance at 30 June 2021                                                  1 698          11 491         -                         (5 258)                               6 846            14 777                                3 637                      18 414
 Balance at 1 July 2021                                                   1 698          11 491         -                         (5 258)                               6 846            14 777                                3 637                      18 414

 

 Figures in £ `000                                     Share Capital  Share premium  Share Redemption Reserve  Foreign currency translation reserve  Retained income  Attributable to owners of the parent  Non-controlling interests  Total
 Changes in equity
 Profit for the year                                   -              -              -                         -                                     3 555            3 555                                 408                        3 963
 Other comprehensive loss                              -              -              -                         (522)                                 -                (522)                                 (5)                        (527)
 Total comprehensive income for the year               -              -              -                         (522)                                 3 555            3 033                                 403                        3 436
 Non-controlling interests in subsidiary dividend      -              -              -                         -                                     -                -                                     (139)                      (139)
 Decrease of Non-Controlling Interest (21.30%)      7                                                          (500)                                 3 589            3 089                                 (3 089)                    -
 Increase of Non-Controlling Interest (4.67%)       7                                                          110                                   (787)            (677)                                 677                        -
 Decrease of Non-Controlling Interest (4.24%)       7                                                          (100)                                 715              615                                   (615)                      -
 Increase of Non-Controlling Interest (4.24%)       7                                                          100                                   (715)            (615)                                 615                        -
 Cost of share repurchase in subsidiary (21.30%)                                                                                                     (3 999)          (3 999)                               (413)                      (4 412)
 Proceeds on issue of shares in subsidiary (4.67%)                                                                                                   716              716                                   74                         790
 Cost of share repurchase in subsidiary (4.24%)                                                                                                      (653)            (653)                                 (68)                       (721)
 Proceeds on issue of shares in subsidiary (4.24%)                    -              -                         -                                     653              653                                   68                         721
 Cost of Share Options Issued                          -                             -                         -                                     11               11                                    -                          11
 Cost of Company Shares Repurchase                     (53)           -              53                                                              (401)            (401)                                 -                          (401)
 Shares issued from options exercised                  33             71             -                         -                                     -                104                                   -                          104
 Balance at 30 June 2022                               1 678          11 562         53                        (6 170)                               9 530            16 653                                1 150                      17 803

 

Statements of Cash Flows

                                                                          Group    Group
 Figures in £ `000                                                        2022     2021
 Net cash flows from / (used in) operations                               6 471    4 277
 Finance cost paid                                                        (1 884)  (909)
 Income taxes paid                                                        (1 590)  (1 059)
 Net cash flows from / (used in) operating activities                     2 997    2 309
 Cash flows (used in) / from investing activities
 Proceeds from sale of Kilimapesa                                         312      -
 Proceeds from sale of property, plant and equipment                      142      18
 Acquisition of property, plant and equipment                             (850)    (979)
 Decrease in cash from disposal of non-current assets held for sale       -        (6)
 Receipt from long term receivable                                        -        74
 Cost of Share Repurchase from Minority Shareholder in Subsidiary         (3 791)  -
 Decrease of loans to subsidiary                                          -        -
 Cash flows (used in) / from investing activities                         (4 187)  (893)
 Cash flows from / (used in) financing activities
 Proceeds from drawdown of interest-bearing borrowings                    3 031    -
 Proceeds from issue of shares in Subsidiary to Minority Shareholder      247      -
 Proceeds from exercise of share options                                  104      73
 Payment of interest-bearing borrowings                                   (673)    (872)
 Interest paid on interest-bearing borrowings                             -        (99)
 Cost of Share Repurchase in Company                                      (401)    -
 Repayments of other financial liabilities                                -        -
 Repayment of leases                                                      (367)    (186)
 Interest paid on lease liabilities                                       -        (21)
 Payment of dividend by subsidiary to non- controlling interest           (139)    (176)
 Cash flows from / (used in) financing activities                         1 802    (1 281)
 Net increase / (decrease) in cash and cash equivalents                   612      135
 Cash and cash equivalents at beginning of the year                       3 459    3 146
 Foreign exchange movement on opening balance                             (176)    178
 Cash and cash equivalents at end of the year                             3 895    3 459

 

Notes to the Accounts

1. General information

Goldplat plc (the 'Company') is a public company limited by shares domiciled
and registered in England and Wales.

The address of the Company's registered office is Salisbury House, London
Wall, London, the United Kingdom EC2M 5PS. The Group primarily operates as a
producer of precious metals on the African continent.

2. Basis of preparation and summary of significant accounting policies

Statement of compliance

The consolidated financial statements have been prepared in accordance with UK
- adopted International Accounting Standards ("IAS"), with future changes
being subject to endorsement by the UK Endorsement Board, and the Companies
Act 2006 as applicable to entities reporting in accordance with IAS ; as
applicable to entities reporting in accordance with IFRS.

Basis of measurement

The consolidated financial statements have been prepared on the historical
cost basis, except for derivative financial instruments that have been
measured at fair value.

Functional and presentation currency

These consolidated financial statements are presented in Pounds Sterling
("GBP"), which is considered by the directors to be the most appropriate
presentation currency to assist the users of the financial statements. All
financial information presented in GBP has been rounded to the nearest
thousand, except when otherwise indicated.

The Group's subsidiaries' functional currency is considered to be the South
African Rand (ZAR), Ghana Cedi (GHS) and the Company's functional currency is
Pounds Sterling (GBP) as these currencies mainly influences sales prices and
expenses.

Use of estimates and judgements

The preparation of the consolidated financial statements in conformity with UK
- adopted IFRS requires 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.
Actual results may differ from these estimates.

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

Critical estimates and assumptions that have the most significant effect on
the amounts recognised in the consolidated financial statements and/or have a
significant risk of resulting in a material adjustment within the next
financial year are as follows:

-     Carrying value of goodwill to the value of £4,664,000 (2021:
£4,664,000) (Note 5)

-     Inventory - precious metals on hand and in process to the value of
£8,186,000 (2021: £4,303,000) (Note 11)

-     Rehabilitation provision £811,000 (2021: £787,000) (Note 16)

-     Useful economic lives (Note 2)

-     Estimated revenue to the value of £7,571,575 (2021: £10,790,069)
(note 2.12)

 

                     Group 2022  Group 2021

3. Share capital

3.1 Authorised and issued share capital

 Issued
 Ordinary shares          1 678   1 698
                          1 678   1 698
 Share premium            11 562  11 491
                          13 240  13 189

3.2 Additional disclosures

During the current year, additional shares were issued to current shareholders
resulting in an increase in share capital and premium. The transactions are
detailed below:

                                 Date       Share Capital Movement  Share Premium Movement
 Previous employee               6-Aug-21   10 000                  21 250
 Previous employee               13-Apr-22  10 000                  21 250
 Gerard Kisbey Green (Director)  6-Aug-22   13 333                  28 333

Shares repurchased

During the period the company repurchased 5 325 000 number of shares, which
was held in treasury, until it was subsequently cancelled. No shares are held
in treasury at the balance sheet date. Share capital of GBP 53 000 has been
transferred to a capital redemption reserve.

Capital Redemption Reserve

During the period the company repurchased 5 325 000 number of shares and value
of GBP 53 000 incurred was transferred to this reserve (GBP 53 000 from Share
Capital).

3.3 Reserves

Ordinary shares

All shares rank equally with regard to the Company's residual assets. The
holders of ordinary shares are entitled to receive dividends as declared from
time to time and are entitled to one vote per share at meetings of the
Company.

Share premium

Represents excess paid above nominal value on historical shares issued.

Exchange reserve

The exchange reserve comprises all foreign currency differences arising from
the translation of the financial statements of foreign operations.

Non-controlling interest

Relates to the portion of equity owned by minority shareholders.

Capital Redemption Reserve

Portion of share capital repurchased by the Company.

4. Employee benefits expense

 Figures in £ `000
 Directors emoluments  Executive  Non-executive     Total
 2022
 Wages and salaries    181        -                 181
 Fees                  -          149               149
 Other benefits        3          -                 3
 Total                 184        149               333
 2021
 Wages and salaries    407        -                 407
 Fees                  -          103               103
 Other benefits        9          -                 9
 Total                 416        103               519

Emoluments disclosed above include the following amounts paid to the highest
director:

                                     2022  2021
 Emoluments for qualifying services  184   168

 

5. Earnings per share

5.1 Basic earnings per share

                                         Group 2022                                      Group 2021
 The earnings and weighted average number of ordinary shares used in the
 calculation of basic earnings per share are as follows:
 Earnings used in the calculation of basic earnings per share for continuing     3 555           2 249
 operations
 Weighted average number of ordinary shares used in the calculation of basic     171 018         169 774
 earnings per share

5.2 Diluted earnings per share

 The earnings used in the calculation of diluted earnings per share are as
 follows:
 Earnings used in the calculation of basic earnings per share for continuing    3 555     2 249
 operations
 Earnings used in the calculation of basic earnings per share from              -         (570)
 discontinuing operations
 The weighted average number of ordinary shares for the purpose of diluted
 earnings per share reconciles to the weighted average number of ordinary
 shares used in the calculation of basic earnings per share as follows:
 Weighted average number of ordinary shares used in the calculation of basic
 earnings per share

                                                                                171 018   169 774
 Adjusted for
 - Dilutive effect of share options                                             2 039     787
 Weighted average number of ordinary shares used in the calculation of diluted
 earnings per share

                                                                                173 057   170 561

6. Related parties

Other related parties

 Entity name                       2022 Holding       2021 Holding
 Gold Mineral Resources Limited    100%     Direct    100%     Direct
 Goldplat Recovery (Pty) Ltd       91%      Direct    74%      Direct
 Goldplat Ghana Limited            100%     Indirect  100%     Indirect
 Anumso Gold Limited               100%     Indirect  100%     Indirect
 Nyieme Gold SARL                  100%     Indirect  100%     Indirect
 Midas Gold SARL                   100%     Indirect  100%     Indirect
 Gold Recovery Brasil Recuperacao  100%     Direct    0%
 Gold Recovery Peru SAC            100%     Indirect  0%
 GRG Tolling Ltd                   100%     Indirect  100%     Indirect

Major inter-company transactions

                                              Nature of transaction                   2022   2021
 Goldplat Recovery to Gold Recovery Ghana     Goods, equipment and services supplied  334    332
 Goldplat Recovery to Gold Mineral Resources  Goods, equipment and services supplied  489    136
 Goldplat Recovery to Gold Mineral Resources  Interest received                       (120)  (125)
 Goldplat Recovery to NMT Capital             Management fees                         1      4
 Goldplat Recovery to NMT Group               Managements fees                        1      9
 Goldplat Plc to Gold Mineral Resources       Management fees                         -      413
 Goldplat Recovery to Aurelian Capital        Trade and other payables                138    0
 Goldplat Recovery to Aurelian Capital        Dividends Receivable - Aurelian         275    0
 Goldplat Recovery to Aurelian Capital        Management fees                         15     0
 Goldplat Plc                                 Directors                               149    98

Related Party Transactions with Mr Sango Ntsaluba

In the current period, the directors decided to increase the Group's interest
in GPL, its principal operating subsidiary, from 74% to 90.63% through the
buy-back by GPL of GPL shares from its minority shareholders. GPL has issued
4.90% shares in GPL (after the share repurchase) to Aurelian, a company
controlled by Mr Sango Ntsaluba, in order to maintain a BEE partner in GPL and
to reduce the cost to the Group of the share repurchase transaction.

After the completion of above transactions and cancellation of the repurchased
shares, the Group held 90.63% of GPL (an increase of 16.63%), Amabubesi held
4.47% and Aurelian 4.90%. Subsequent to above, Amabubesi's remaining shares
were repurchased and shares to the same amount and value issued to Aurelian.
Aurelian is therefore the only minority partner in South Africa and holds
9.37% of GPL.

By virtue of their size and because Mr Ntsaluba is both a director of Goldplat
and a major shareholder of Amabubesi and Dartingo(the two minority
shareholders at that time), both the share repurchases by GPL of 22.33% of
shares held by Amabubesi and Dartingo and the subsequent issue by GPL of
shares to Aurelian constituted related party transactions under Rule 13 of the
AIM Rules for Companies. The independent directors, being the Goldplat board
members with the exception of Mr Ntsaluba, consider, having consulted with the
Company's Nominated Adviser, Grant Thornton UK LLP, that the terms of the
transactions were fair and reasonable insofar as Goldplat's shareholders are
concerned.

 

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