REG - Jangada Mines PLC - Final Results
28/06/2022 07:00
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RNS Number : 4256Q Jangada Mines PLC 28 June 2022
Jangada Mines plc / EPIC: JAN.L / Market: AIM / Sector: Mining
28 June 2022
Jangada Mines plc ('Jangada' or 'the Company')
Final Results
Jangada Mines plc, a natural resources development company with interests in
Brazil and elsewhere, is pleased to announce its audited results for the year
ended 31 December 2021. The Annual Report & Accounts will today be made
available on the Company's website and posted to Shareholders, where
appropriate. The Company will shortly be posting out its Notice of AGM to
Shareholders and a further announcement will be made in this regard.
INTRODUCTION
Jangada Mines plc was incorporated as an acquisition vehicle for the purposes
of acquiring mining concerns in Brazil.
The Company has subsequently focused its strategy to investing in mining
assets with clear economic, geological, and environmental objectives. At the
balance sheet date, the Company acted as a holding company for:
· its subsidiary undertaking VTF Mineracao Ltda, which has 100%
ownership of the Pitombeiras Vanadium Project, which the Company is currently
developing; and
· investments in ValOre Metals Corp, Fodere Titanium Limited and
Blencowe Resources Limited.
The financial statements are presented in thousands of US Dollars ($'000). The
financial statements have been prepared in accordance with the requirements of
the International Financial Reporting Standards adopted by the European Union
("IFRS").
REVIEW OF THE BUSINESS
Pitombeiras Vanadium Project
During the year under review, the Company continued to develop its 100% owned
Pitombeiras Vanadium Project ('Pitombeiras' or 'the Project'), located in the
state of Ceará, Brazil and we are pleased to confirm that we have made great
progress in this regard.
The year under review saw us embark on a plethora of activity at Pitombeiras
including drilling programmes, metallurgical tests, and airborne magnetic
surveys to delineate vanadium titanomagnetite ('VTM') drilling targets. The
positive data generated from these activities enabled us to report an initial
National Instrument 43-101 ('NI 43-101') compliant resource estimate for the
Project:
· Total Resource estimate of 5.70Mt at an average grade of 0.51%
vanadium pentoxide ('V2O5'), 10.09% titanium dioxide ('TiO2') and 50.42%
of ferric oxide ('Fe2O3') for a contained resource of 28,990 tonnes V2O5
· Indicated Resource estimate of 1.47Mt at an average grade of
0.50% V2O5, 9.85 % TiO2 and 49.78% of Fe2O3 for a contained resource of
7,297 tonnes V2O5
· Inferred Resource estimate of 4.23Mt at an average of 0.51%
V2O5, 10.17% TiO2 and 50.64% of Fe2O3 for a contained resource of 21,693
tonnes V2O5
Post year end, using this estimate, we were delighted to deliver a Technical
Report that confirmed our own confidence in the economic viability of the
Project and its excellent potential to become a profitable producer of
Ferro-Vanadium concentrate (62%/65% iron ('Fe'), plus V2O5 credit).
As announced on 21 April 2022, the Company provided an updated technical
report ('Technical Report') with the inclusion of the titanium component at
its 100%-owned Pitombeiras Vanadium Titano-Magnetite ('VTM') Project ('the
Project') in Ceará State, Brazil. The Technical Report was prepared by
Brazilian based GE21 Consultoria Mineral ('GE21') and is compliant with
National Instrument 43-101 ('NI 43-101'). The Technical Report supersedes the
Preliminary Economic Assessment ('PEA') published in 2021. The financial
figures include the production of Fe/V2O5 concentrate and TiO2 and are
summarised below:
· US$96.5 million NPV @ 8% discount rate
· 100.3% post-tax IRR
· US$415.2 million total gross revenue
· US$145.9 million post-tax, undiscounted operating cash flow
· Post-tax payback period of 13 months
· US$18.45 million CAPEX (US$2.25 million for TiO2)
· US$1.26 per tonne mined average operating cost
· US$19.39 per tonne of Fe V2O5 concentrate processed average
operating cost
· US$12.48 per tonne of TiO2 processed average operating cost
ValOre Metals Corp
Our investment in ValOre Metals Corp (TSX-V:VO) ('ValOre') has yielded
positive results.
As previously advised, in August 2019, we divested our 100% interest in our
former subsidiary, Pedra Branca Brasil Mineracao Ltda, the entity that held
the advanced palladium, platinum, and nickel project, the Pedra Branca Project
in Brazil ('Pedra Branca'), to ValOre whilst retaining a strategic upside
exposure through a significant shareholding in ValOre. The consideration
received on the divestment was CAD$3,000,000 alongside the issue of 25,000,000
ValOre common shares to Jangada (of which 22,000,000 shares were received on
completion and 3,000,000 deferred consideration shares over 3 years).
During the year, we have sold down part of the investment in ValOre to support
the Company's working capital requirements, allowing us to substantially
progress the development of Pitombeiras, including the technical reports and
identification of a NI 43-101 compliant resource.
At the end of the reporting year, the Company had a 0.72% interest in ValOre's
share capital.
Fodere Titanium Limited
By channelling capital in a responsible way towards companies that innovate
and address global challenges to create a more sustainable world, investing
can make a difference. With this in mind, the decision was made to take an
interest in Fodere Titanium Limited ('Fodere'), a company that is making great
strides towards commercialising the production of titanium dioxide and
vanadium from waste materials.
Fodere is rapidly advancing the commercialisation of its environmentally
sustainable and highly innovative technology to extract high value metals from
the titanium, vanadium, iron, and steel industries. Fodere is currently in
discussion with industrial offtakers as it moves toward building an initial
plant to commence production. One of the Company's Non-Executive Directors,
Nick von Schirnding, is Chairman of Fodere.
At the end of the reporting year, the Company had a 7.91% interest in Fodere's
share capital.
Blencowe Resources PLC
In December 2021, the Company participated in a capital raising by Blencowe
Resources PLC (AIM: BRES) ('Blencowe') and paid £175,000 (USD 236,000) and
received 3,500,000 shares at £0.05 per share and 1,750,000 warrants with an
exercise price of £0.08 per share and expiry date of 12 November 2024.
Blencowe holds an emerging portfolio of key battery metals projects located in
northern Uganda. The directors see this investment as a medium term value
proposition with strategic upside to both the graphite and nickel sulphide
markets and wholly consistent with Jangada's strategy of being involved in the
development of "battery metals".
COVID-19
The directors note that COVID-19 has had a significant negative impact on the
global economy during 2021 with disruption felt globally. The Group has
thankfully seen its inherent value significantly increase from its value in
2020 because of our successful exploration programme and project development
initiatives. On a wider level COVID-19 has highlighted to the world the
importance of sustainability across every aspect of life. With a portfolio
of assets and investments that support the drive towards greater
sustainability, Jangada is well placed to contribute to the world's needs
without compromising the ability of future generations to meet their own
needs.
Financial Results
The progress during the financial year of advancing the Pitombeiras project
resulted in the Group incurring an operating Profit from Continuing Operations
of $0.1 million (2020: loss of $2.3 million). Overall, the reported Total
Comprehensive Loss attributable to the Group for the reporting year was $0.3
million (2020: profit of $3.9 million).
STRATEGY AND FUTURE DEVELOPMENTS
The Group's key strategic goal is to progress the Pitombeiras operations
through to production and future cash flow generative, which would be
opportune at these times when we see peak iron ore prices and recovering
vanadium prospects. As announced on 16 February 2021, the results of the PEA
at current 5.5Mt of resources, indicate an initial capital expenditure
("CAPEX") of US$9.5 million for a 1.1Mt ('million tonnes') per year
operation to deliver a NPV8% of US$106.5 million post-tax and 317.8% IRR.
As announced on 21 April 2022, an updated Technical Report showed robust
economics inclusive of TiO(2) with NPV8% of US$96.5 million post tax and
100.3% IRR.
The estimated initial CAPEX amount is primarily for the construction of a
plant to process the ore. The timing of the construction of the plant is at
this stage unknown due to the ongoing assessment of the project and, if
considered economic, the need to access funding. This ongoing assessment
and the sourcing of funding are matters the Board will be considering over the
next 3-9 months. Whilst it is a strategy the Board is seeking to pursue, it
is too early to say definitively whether the project will move into the
production phase in 2022.
B K McMaster
Director
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
Year ended 18 Months Period ended
31 December
31 December
2021 2020
$'000 $'000
Other Income
Gain on fair value of investment 340 -
Profit on disposal of investment 1,743 29
Directors remuneration 10 (379) (504)
Share based payments - directors 10 (533) -
Impairment of investments 13 (211) -
Administration expenses (864) (1,076)
Operating profit/(loss) from continuing operations 96 (1,551)
Finance expense 7 (4) (3)
Share of loss from associates 14 - (714)
Profit/(loss) before tax 92 (2,268)
Tax expense 8 - -
Profit/(loss) from continuing operations 92 (2,268)
Discontinued operation
Profit from discontinued operation 6 - 6,190
Financial profit for the year 92 3,922
Other comprehensive income:
Items that will or may be reclassified to profit or loss:
Fair value differences arising from OCI in associates - 38
Currency translation differences arising on translation of foreign operations (354) (18)
Total comprehensive profit/(loss) attributable to owners of the parent (262) 3,942
Profit/(loss) per share from loss from continuing operations attributable to
the ordinary equity holders of the Company during the period
Cents Cents
- Basic (cents) 9 0.04 (0.94)
- Diluted (cents) 9 0.04 (0.94)
Profit per share attributable to the ordinary equity holders of the Company
during the period
Cents Cents
- Basic (cents) 9 0.04 1.63
- Diluted (cents) 9 0.04 1.63
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2021
As at As at
31 December
31 December
2021 2020
Assets $'000 $'000
Non-current assets
Exploration and evaluation assets 12 1,019 550
Property, plant and equipment 4 1
Investments 13 1,331 600
Investments in associates 14 - 2,194
2,354 3,345
Current assets
Other receivables 15 450 554
Cash and cash equivalents 3,589 513
4,039 1,067
Total assets 6,393 4,412
Liabilities
Current liabilities
Trade payables 6 36
Accruals and other payables 16 53 93
Total liabilities 59 129
Issued capital and reserves attributable to owners of the parent
Share capital 17 135 126
Share premium 17 5,959 4,389
Translation reserve (362) (8)
Option reserve 18 734 -
Fair value reserve 38 38
Retained earnings (170) (262)
Total equity 6,334 4,283
Total equity and liabilities 6,393 4,412
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2021
As at As at
31 December
31 December
2021 2020
Assets $'000 $'000
Non-current assets
Investment in subsidiary 1,502 800
Investments 13 1,331 600
Investments in associates 14 - 2,870
2,833 4,270
Current assets
Group and other receivables 15 450 549
Cash and cash equivalents 3,499 447
3,949 996
Total assets 6,782 5,266
Liabilities
Current liabilities
Trade payables 6 35
Accruals and other payables 16 53 76
Total liabilities 59 111
Issued capital and reserves attributable to owners of the parent
Share capital 17 135 126
Share premium 17 5,959 4,389
Translation reserve (880) 30
Option reserve 18 734 -
Retained earnings 775 610
Total equity 6,723 5,155
Total equity & liabilities 6,782 5,266
The profit for the year dealt with in the accounts of the parent company,
Jangada Mines plc, was $165,681 (2020: profit of $4,518,000). As permitted
under Section 408 of the Companies Act 2006, no Income Statement or Statement
of Comprehensive Income is presented for the parent company.
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
Year ended 18 Months Period ended
31 December
31 December
2021 2020
Cash flows from operating activities $'000 $'000
Profit/(Loss) before Tax from continuing operations 92 (2,268)
Profit before Tax from discontinued operations - 6,190
Profit before Tax 92 3,922
Cash proceeds on sale of subsidiary (1,743) (2,259)
Non-cash share consideration received on disposal of subsidiary (228) (4,207)
Non-cash exchange differences (31) (18)
Non-cash share option charge 683 19
Non-cash shares issued in lieu of fees (58) 190
Non-cash impairment of investments 211 -
Share of losses in associate - 714
Increase/(decrease) in other receivables (104) 245
Decrease/(increase) in trade and other payables 70 (632)
Net cash flows from operating activities (1,108) (2,026)
Investing activities
Development of exploration and evaluation assets (468) (509)
Purchase of plant, property and equipment (3) (1)
Cash proceeds on sale of subsidiary - 2,259
Sale of shares in investment 3,870 1,337
Purchase of shares in investments (741) (600)
Net cash inflows from investing activities 2,658 2,486
Financing activities
Share capital issue 1,520 -
Exercise of options 70 -
Repayment in related party borrowings - (62)
Net cash flows from financing activities 1,590 (62)
Net movement in cash and cash equivalents 3,140 398
Cash and cash equivalents at beginning of period 513 117
Movements in foreign exchange (64) (2)
Cash and cash equivalents at end of year 3,589 513
COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
Notes Year ended 18 Months Year ended
31 December
31 December
2021 2020
Cash flows from operating activities $'000 $'000
Profit before tax 165 4,518
Cash proceeds on sale of subsidiary (1,743) (2,259)
Non-cash share received on disposal of subsidiary (228) (4,207)
Non-cash exchange differences (31) 30
Non-cash share option charge 683 19
Non-cash shares issued in lieu of fees (58) 190
Non-cash impairment of investments 211 -
Increase/(decrease) in other receivables (99) (265)
Decrease/(increase) in trade and other payables 52 (628)
Net cash flows from operating activities (1,048) (2,602)
Investing activities
Proceeds on sale of subsidiary - 2,259
Sale of shares in Valore Metals Corp 3,870 1,337
Purchase of shares in investment (741) (600)
Net cash flow from investing activities 3,129 2,996
Financing activities
Share capital issue 1,520 -
Cost of issuing share capital 70 -
Loans to subsidiary - -
Repayment of convertible loan notes - -
Increase in related party borrowings (690) (62)
Net cash from financing activities 900 (62)
Net movement in cash and cash equivalents 2,981 332
Cash and cash equivalents at beginning of period 447 117
Movements in foreign exchange 71 (2)
Cash and cash equivalents at end of year 3,499 447
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
Share Share Translation Fair Value Option Retained Total
capital premium reserve reserve reserve earnings equity
$'000 $'000 $'000 $'000 $'000 $'000 $'000
As at 1 January 2020 123 4,202 10 - - (4,203) 132
Comprehensive profit for the period
Profit for the period - - - - - 3,922 3,922
Other comprehensive income - - (18) 38 - - 20
Total comprehensive profit for the period - - (18) 38 - 3,922 3,942
Transactions with owners
Shares issued 3 187 - - - - 190
Share options issued - - - - - 19 19
Total transactions with owners 3 187 - - - 19 209
As at 31 December 2020 126 4,389 (8) 38 - (262) 4,283
Comprehensive loss for the year
Profit for the year - - - - - 92 92
Other comprehensive income - - (354) - - - (354)
Total comprehensive loss for the year - - (354) - - 92 (262)
Transactions with owners
Share issued 8 1,732 - - - - 1,740
Share issue costs charged to share premium - (232) - - - - (232)
Share options exercised 1 70 - - - - 71
Share options issued - - - - 734 - 734
Total transactions with owners 9 1,570 - - 734 - 2,313
As at 31 December 2021 135 5,959 (362) 38 734 (170) 6,334
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
Share Share Translation Option Retained Total equity
capital Premium reserve reserve earnings attributable to owners
$'000 $'000 $'000 $'000 $'000 $'000
As at 1 January 2020 123 4,202 - - (3,927) 398
Comprehensive income for the period
Profit for the period - - - - 4,518 4,518
Other comprehensive income - - 30 - - 30
Total comprehensive income for the period - - 30 - 4,518 4,548
Transactions with owners
Share issued 3 187 - - - 190
Share options issued - - - - 19 19
Total transactions with owners 3 187 - - 19 209
As at 31 December 2020 126 4,389 30 - 610 5,155
Comprehensive loss for the year
Profit for the year - - - - 165 165
Other comprehensive income - - (910) - - (910)
Total comprehensive loss for the year - - (910) - 165 (745)
Transactions with owners
Share issued 8 1,732 - - - 1,740
Share issue costs charged to share premium - (232) - - - (232)
Share options exercised 1 70 - - - 71
Share options issued - - - 734 - 734
Total transactions with owners 9 1,570 - 734 - 2,313
As at 31 December 2021 135 5,959 (880) 734 775 6,723
NOTES TO THE FINANCIAL STATEMENTS
For the YEAR ended 31 December 2021
1. General information
The Company is a public limited company limited by shares, incorporated in
England and Wales on 30 June 2015 with the registration number 09663756 and
with its registered office at 20 North Audley Street, London W1K 6WE.
The nature of the Company's operations and its principal activities are set
out in the Strategic Report and the Report of the Directors on pages 4 and 16
respectively.
2. Accounting policies
Basis of preparation and going concern basis
These financial statements have been prepared on a historical cost basis in
accordance with International Financial Reporting Standards (IFRS) and IFRIC
interpretations issued by the International Accounting Standards Board (IASB)
adopted by the European Union and in accordance with applicable UK Law. The
adoption of all of the new and revised Standards and Interpretations issued by
the IASB and the IFRIC of the IASB that are relevant to the operations and
effective for annual reporting periods beginning on 1 July 2019 are reflected
in these financial statements.
The preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income
and expenses. The estimates and associated assumptions are based on historical
experience and 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.
The consolidated financial information is presented in United States Dollars
($).
The functional currency of the subsidiary, VTF Mineração Ltda is Brazilian
Real. The functional of the Company is British Pounds Sterling (GBP). Amounts
are rounded to the nearest thousand ($'000), unless otherwise stated.
The current year covers the 12 months year ended 31 December 2021. During the
prior period, the Group changed its accounting reference date from 30 June to
31 December and therefore the prior period covers the 18 months period ended
31 December 2020.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Changes in accounting estimates may be necessary if there are changes in the
circumstances on which the estimate was based, or as a result of new
information or more experience. Such changes are recognised in the period in
which the estimate is revised.
The Group's business activities together with the factors likely to affect its
future development, performance and position are set out on pages 4 to 16. In
addition, note 4 to the Financial Statements includes the Group's objectives,
policies and processes for managing its capital; its financial risk management
objectives; details of its financial instruments and its exposure to credit
and liquidity risk.
The Financial Statements have been prepared on a going concern basis. Although
the Group's assets are not generating revenues and an operating loss has been
reported from its continued operations, the Directors consider that the Group
has sufficient funds to undertake its operating activities for a period of at
least the next 12 months including any additional expenditure required in
relation to its current exploration projects. The Group has cash reserves
which are considered sufficient by the Directors to fund the Group's committed
expenditure both operationally and on its exploration project for the
foreseeable future. However, as additional projects are identified and the
Pitombeiras project moves towards production, additional funding will be
required.
As discussed in the Directors' report, the directors do not consider there to
be a material uncertainty, which may cast doubt about the Group and Company's
ability to continue as a going concern. Given the proceeds from the sale of
the Pedra Branca project and based on the Group's planned expenditure on the
Pitombeiras vanadium deposit and the Group's working capital requirements, the
Directors have a reasonable expectation that the Group will have adequate
resources to meet its capital requirements for the foreseeable future. For
that reason, the Directors have concluded that the financial statements should
be prepared on a going concern basis.
Changes in accounting principles and adoption of new and revised standards
In the year ended 31 December 2021, the Directors have reviewed all the new
and revised Standards issued that are relevant to the Group's operations and
effective for the current reporting period.
The Directors have also reviewed all new Standards and Interpretations that
have been issued but are not yet effective for the year ended 31 December
2021. As a result of this review the Directors have determined that there is
no impact, material or otherwise, of the new and revised Standards and
Interpretations on the Group's business and, therefore, no change is necessary
to the Group accounting policies.
New and amended accounting standards and interpretations have been published
but are not mandatory. The Group has decided against early adoptions of these
standards and has determined the potential impact on the financial statements
from the adoption of these standards and interpretations is not material to
the Group.
Basis of Consolidation
Subsidiaries
The subsidiaries are consolidated from the date of acquisition, being the date
on which the Group obtains control, and continues to be consolidated until the
date that such control ceases. The Company has control over a subsidiary if
all three of the following elements are present:
· Power over the investee,
· exposure to variable returns from the investee, and
· the ability of the investor to use its power to affect those
variable returns.
Control is reassessed whenever facts and circumstances indicate that there may
be a change in any of these elements of control.
The financial information of the subsidiary is prepared for the same reporting
year as the parent company, using consistent accounting policies and is
consolidated using the acquisition method. Intra-group balances and
transactions, including unrealised profits arising from intra-group
transactions, have been eliminated. Unrealised losses are eliminated unless
the transaction provides evidence of an impairment of the asset transferred.
Business combinations
The acquisition method of accounting is used to account for business
combinations by the Group. The consideration transferred for the acquisition
of a business is the fair value of the assets transferred, liabilities
incurred and the equity interests issued by the Group. The consideration
transferred includes the fair value of any asset or liability resulting from a
contingent consideration arrangement. Acquisition related costs are expensed
as incurred. Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured at their fair
values at the acquisition date. A business is an integrated set of activities
and assets that is capable of being conducted and managed for the purpose of
providing a return in the form of dividends, lower costs or other economic
benefits. A business consists of inputs and processes applied to those inputs
that have the ability to create outputs that provide a return to the Company
and its shareholders.
A business need not include all of the inputs and processes that were used by
the acquiree to produce outputs if the business can be integrated with the
inputs and processes of the Company to continue to produce outputs. If the
integrated set of activities and assets is in the exploration and development
stage, and thus, may not have outputs, the Company considers other factors to
determine whether the set of activities and assets is a business. Those
factors include, but are not limited to, whether the set of activities and
assets:
· Has begun planned principal activities;
· Has employees, intellectual property and other inputs and
processes that could be applied to those inputs;
· Is pursuing a plan to produce outputs; and
· Will be able to obtain access to customers that will purchase the
outputs.
Foreign currency
Transactions entered into by the Group in a currency other than the currency
of its primary economic environment in which it operates (the "functional
currency") are recorded at the rates ruling when the transactions occur.
Foreign currency monetary assets and liabilities are translated at the rates
ruling at the reporting date. Exchange differences are taken to the Statement
of Comprehensive Income.
Financial instruments
Financial instruments are measured as set out below. Financial instruments
carried on the statement of financial position include cash and cash
equivalents, trade and other receivables, investments, trade and other
payables and loans to group companies.
Financial instruments are initially recognised at fair value when the group
becomes a party to their contractual arrangements. Transaction costs directly
attributable to the instrument's acquisition or issue are included in the
initial measurement of financial assets and financial liabilities, except
financial instruments classified as at fair value through profit or loss
(FVTPL). The subsequent measurement of financial instruments is dealt with
below.
Financial assets and financial liabilities are recognised on the Group's
balance sheet when the Group becomes party to the contractual provisions of
the instrument.
Fair value
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. All assets and liabilities, for which fair value is
measured or disclosed in the Financial Statements, are categorised within the
fair value hierarchy, described as follows, based on the lowest-level input
that is significant to the fair value measurement as a whole:
Level 1 - quoted (unadjusted) market prices in active markets for identical
assets or liabilities;
Level 2 - valuation techniques for which the lowest-level input that is
significant to the fair value measurement is directly or indirectly
observable; and
Level 3 - valuation techniques for which the lowest-level input that is
significant to the fair value measurement is unobservable.
Financial assets
All of the Group's financial assets are held within a business model whose
objective is to collect contractual cash flows which are solely payments of
principals and interest and therefore classified as subsequently measured at
amortised cost.
Group's financial assets include cash and cash equivalents, Company's
financial assets include cash and other receivables. The Group assesses on a
forward-looking basis the expected credit losses, defined as the difference
between the contractual cash flows and the cash flows that are expected to be
received.
Impairment provisions for receivables from related parties and loans to
related parties are recognised based on a forward looking expected credit loss
model. The methodology used to determine the amount of the provision is based
on whether there has been a significant increase in credit risk since initial
recognition of the financial asset.
For those where the credit risk has not increased significantly since initial
recognition of the financial asset, twelve month expected credit losses along
with gross interest income are recognised. For those for which credit risk has
increased significantly, lifetime expected credit losses along with the gross
interest income are recognised. For those that are determined to be credit
impaired, lifetime expected credit losses along with interest income on a net
basis are recognised.
Financial liabilities
Financial liabilities are classified as either financial liabilities at fair
value through profit and loss (FVTPL) or as other financial liabilities. The
Group derecognises financial liabilities when, and only when, the Group's
obligations are discharged or cancelled, or they expire.
Financial liabilities are classified at FVTPL when the financial liability is
either held for trading or it is designated at FVTPL. A financial liability is
classified as held for trading if it has been incurred principally for the
purpose of repurchasing it in the near term or is a derivative that is not a
designated or effective hedging instrument.
Financial liabilities at FVTPL are measured at fair value, with any gains or
losses arising on changes in fair value recognised in profit or loss. The net
gain or loss recognised in profit or loss incorporates any interest paid on
the financial liability.
Other financial liabilities, including borrowings, are initially measured at
fair value, net of transaction costs and are subsequently measured at
amortised cost using the effective interest method, with interest expense
recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of
a financial liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts
estimated future cash payments through the expected life of the financial
liability, or, where appropriate, a shorter period, to the net carrying amount
on initial recognition.
Exploration and evaluation assets
Costs capitalised in respect of the Group's development and production assets
are required to be assessed for impairment under the provisions of IAS 36.
Such an estimate requires the Group to exercise judgement in respect of the
indicators of impairment and also in respect of inputs used in the models
which are used to support the carrying value of the assets. Such inputs
include costs of exploration work, studies, field costs, government fees and
the associated support costs. The directors concluded there were no impairment
indicators in the current year. Therefore, no impairment to the carrying value
of the Pitombeiras asset was considered necessary.
Costs incurred prior to obtaining the legal rights to explore an area are
expensed immediately to the Statements of Profit or Loss and Other
Comprehensive Income. Only material expenditures incurred after the
acquisition of a licence interest are capitalised.
Interests in associates
Associates are those entities in which the Company has significant influence,
but not control or joint control, over the financial and operating policies.
The results and assets and liabilities of associates are incorporated using
the equity method of accounting. Under the equity method, an investment in an
associate is initially recognised in the consolidated statement of financial
position at cost and adjusted thereafter to recognise the Company's share of
profit or loss and other comprehensive income of the associate.
Share Options - estimates and assumptions
The fair value of options and warrants granted to directors and others in
respect of services provided is recognised as an expense in the Statement of
Comprehensive Income with a corresponding increase in equity reserves.
Taxation
The charge for current tax is based on the taxable income for the year. The
taxable result for the year differs from the result as reported in the
statement of comprehensive income because it excludes items which are not
assessable or disallowed and it further excludes items that are taxable and
deductible in other years. It is calculated using tax rates that have been
enacted or substantially enacted by the statement of financial position date.
Investments
Investments are carried at fair value.
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the audited consolidated balance sheet differs
from its tax base. Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profit will be available against
which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the reporting date and are expected
to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Company has a legally
enforceable right to offset current tax assets and liabilities and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority.
3. Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with IFRSs requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the end of the reporting year and the reported amount of expenses during
the year. Actual results may vary from the estimates used to produce these
Financial Statements.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Significant items subject to such judgements and estimates include, but are
not limited to:
Judgements
In the prior period, ValOre is considered an associate despite Jangada holding
less than 20% shareholdings due to 2 directors of the Company (Messrs McMaster
and De Azevedo) being on the board of ValOre during the prior financial
period.
The Directors have considered the criteria of IFRS 6 regarding the impairment
of exploration and evaluation assets and have decided based on this assessment
that there is no basis to impair the carrying value of its exploration assets
in respect to the Pitombeiras project (2021: $1,019,000, 2020: $550,000) at
this time.
Estimates and assumptions
Share based payments
Share options issued by the Group relates to the Jangada Plc Share Option
Plan. The grant date fair value of such options is calculated using a
Black-Scholes model whose input assumptions are derived from market and other
internal estimates.
The key estimates include volatility rates and the expected life of the
options, together with the likelihood of non-market performance conditions
being achieved. Refer note 18.
On exercise or cancellation of share options and warrants, the proportion of
the share based payment reserve relevant to those options and warrants is
transferred from other reserves to the accumulated deficit. On exercise,
equity is also increased by the amount of the proceeds received. The fair
value is measured at grant date charged in the accounting year during which
the option and warrants becomes unconditional.
The fair value of options and warrants are calculated using the Black-Scholes
model, taking into account the terms and conditions upon which the options and
warrants were granted. Vesting conditions are non-market and there are no
market vesting conditions. These vesting conditions are included in the
assumptions about the number of options and warrants that are expected to
vest. At the end of each reporting year, the Company revises its estimate of
the number of options and warrants that are expected to vest. The exercise
price is fixed at the date of grant and no compensation is due at the date of
grant. Where equity instruments are granted to
persons other than employees, the statement of comprehensive income is charged
with the fair value of the goods and services received. Please refer to note
18.
Company - Application of the expected credit loss model prescribed by IFRS 9
IFRS 9 requires the Parent company to make assumptions when implementing the
forward-looking expected credit loss model. This model is required to be used
to assess the intercompany loan receivables from the company's Brazilian
subsidiaries for impairment.
Arriving at the expected credit loss allowance involved considering different
scenarios for the recovery of the intercompany loan receivables, the possible
credit losses that could arise and the probabilities for these scenarios. The
following was considered; the exploration project risk for Pitombeiras,
positive NPV of the Pitombeiras project as demonstrated by the Feasibility
Study, ability to raise the finance to develop the projects, ability to sell
the projects, market and technical risks relating to the project. The
Directors therefore considered that there was no impairment of the subsidiary
loan (2020: nil).
4. Financial instruments - Risk Management
The Company is exposed through its operations to the following financial
risks:
· Credit risk;
· Liquidity risk;
· Fair value measurement risk; and
· Foreign exchange risk.
Credit risk
Credit risk arises from cash and cash equivalents and outstanding receivables.
The Group maintains cash and short-term deposits with a variety of credit
worthy financial institutions and considers the credit ratings of these
institutions before investing in order to mitigate against the associated
credit risk.
The Group's exposure to credit risk amounted to $4,039,000 (2020: $1,067,000).
Of this amount, $3,589,000 represents the Group's cash holdings (2020:
$513,000).
The directors monitor the utilisation of the credit limits regularly and at
the reporting date does not expect any losses from non-performance by the
counterparties.
Liquidity risk
In keeping with similar sized mining exploration groups, the Group's continued
future operations depend on the ability to raise sufficient working capital
through the issue of equity share capital. The Group monitors its cash and
future funding requirements through the use of cash flow forecasts.
The Company's policy is to ensure that it will always have sufficient cash to
allow it to meet its liabilities when they become due.
In common with all other businesses, the Company is exposed to risks that
arise from its use of financial instruments.
Fair value measurement risk
The following tables detail the Group's assets and liabilities measured or
disclosed at fair value using a three level hierarchy, based on the lowest
level of input that is significant to the entire fair value measurement,
being:
- Level 1: Quoted prices (unadjusted) in active markets for
identical assets or liabilities that the entity can access at the measurement
date
- Level 2: Inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly
- Level 3: Unobservable inputs for the asset or liability
Level 1 Level 2 Level 3 Total
As at 31 December 2021 $'000 $'000 $'000 $'000
Assets
Investments - At FVTPL 451 880 - 1,331
Total assets 451 880 - 1,331
Level 1 Level 2 Level 3 Total
As at 31 December 2020 $'000 $'000 $'000 $'000
Assets
Investments - At FVTPL - 600 - 600
Total assets - 600 - 600
There were no transfers between levels during the financial year.
Level 1 Level 2 Level 3 Total
As at 31 December 2020 $'000 $'000 $'000 $'000
Assets
Investments - At FVTPL - 600 - 600
Total assets - 600 - 600
There were no transfers between levels during the financial year.
Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily with respect to the
Brazilian Real, US Dollar and the Pound Sterling.
Foreign exchange risk arises from future commercial transactions, recognised
assets and liabilities and net investments in foreign operations that are
denominated in a foreign currency. The Group holds a proportion of its cash in
GBP and Brazilian Reals to hedge its exposure to foreign currency fluctuations
and recognises the profits and losses resulting from currency fluctuations as
and when they arise. The volume of transactions is not deemed sufficient to
enter into forward contracts.
The Group's financial instruments are set out below:
As at As at
31 December 31 December
2021 2020
$'000 $'000
Financial assets
Cash and cash equivalents 3,589 513
Other receivables 450 83
Investments - At FVTPL 1,331 600
Total financial assets 5,370 1,196
As at
As at
31 December
31 December
2021
2020
$'000
$'000
Financial assets
Cash and cash equivalents
3,589
513
Other receivables
450
83
Investments - At FVTPL
1,331
600
Total financial assets
5,370
1,196
As at As at
31 December 31 December
2021 2020
$'000 $'000
Financial liabilities
Trade payables 6 36
Accruals and other payables 53 93
Total financial liabilities 59 129
As at As at
31 December 31 December
2021 2020
$'000 $'000
US Dollar - -
Brazilian Real 1 17
Pound Sterling 58 112
59 129
The potential impact of a 10% movement in the exchange rate of the currencies
to which the Group is exposed is shown below:
2021 2020
$'000 $'000
Foreign currency risk sensitivity analysis
Brazilian Real
Strengthened by 10% - 2
Weakened by 10% - (2)
Pound Sterling
Strengthened by 10% 351 37
Weakened by 10% (429) (45)
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, to provide returns for shareholders
and to enable the Group to continue its exploration and evaluation activities.
The Group has only short-term trade payables and accruals at 31 December 2021
and defines capital based on the total equity of the Group. The Group monitors
its level of cash resources available against future planned exploration and
evaluation activities and may issue new shares to raise further funds from
time to time.
There were no changes in the Company's approach to capital management during
the year. The Company is not subject to externally imposed capital
requirements.
General objectives, policies and processes
The board of directors has overall responsibility for the determination of the
Company's risk management objectives and policies. The overall objective of
the board is to set policies that seek to reduce risk as far as possible
without unduly affecting the Company's competitiveness and flexibility.
Principal financial instruments
The principal financial instrument used by the Company, from which financial
instrument risk arises, is related party borrowings.
5. Segment information
The Company evaluates segmental performance on the basis of profit or loss
from operations calculated in accordance with IFRS 8. In the Directors'
opinion, the Group only operates in one segment being mining services. All
non-current assets have been generated in Brazil.
6. Discontinued operation
On 14 August 2019, the Company completed the disposal of Pedra Branca do
Brasil Mineracao S/A ('Pedra Branca') to ValOre Metals Corp ('ValOre' or the
'Purchaser') pursuant to the share purchase agreement dated 16 July 2019
('Share Purchase Agreement'). The subsidiary was reported in the annual report
for the year ended 30 June 2019 as a discontinued operation. Financial
information relating to the discontinued operation for the period to the date
of disposal is set out below.
a) Consideration received or receivable
The financial performance and cash flow information presented reflects the
operations for the period ending 14 August 2019.
Year ended 18 months ended
31 December 31 December
2021 2020
$'000 $'000
Cash Consideration - 2,259
Initial Consideration Shares in the Purchaser, ValOre Metals Corp, totalling - 3,987
22,000,000 common shares
Post Share Consideration totalling 1,000,000 common shares - 219
Fair value of Deferred Consideration Shares in the Purchaser, totalling - 471
2,000,000 common shares
Total disposal consideration - 6,936
Less: Net liabilities of disposed subsidiary - 499
Add: Share of loss to disposal - (21)
Less: Write off on debts owed - (1,224)
Gain on disposal before income tax - 6,190
Income tax expense - -
Gain on disposal before income tax - 6,190
The Company received 500,000 Deferred Consideration Shares on 1 February 2021
with a further 500,000 Deferred Consideration Shares received on 13 August
2021. As at 31 December 2021, the Company was due to receive the remaining
1,000,000 ValOre common shares over the next 12 months (Deferred Consideration
Shares). As at 31 December 2021 the fair value of the Deferred Consideration
Shares was determined to be $430,000.
7. Finance expense
Year ended 18 months ended
31 December 2021 31 December 2020
$'000 $'000
Interest expense (4) (3)
Total finance expense (4) (3)
8. Tax expense
Year ended 18 months ended
31 December 2021 31 December 2020
Continuing operations Discontinued operations Continuing operations Discontinued operations
$'000 $'000 $'000 $'000
Profit/(Loss) on ordinary activities before tax 92 - (2,268) 6,190
Profit/(Loss) on ordinary activities multiplied by standard rate of 17 - (431) 1,176
corporation tax in the UK of 19% (2020: 19%)
Effects of:
Unrelieved tax losses carried forward (17) - 431 (1,176)
Total tax charge for the period - - - -
Factors that may affect future tax charges
Apart from the losses incurred to date, there are no factors that may affect
future tax charges.
At the period end, $5,571,000 (2020: $4,424,000) of cumulative estimated
unrelieved tax losses arose in Brazil and the United Kingdom, which could be
utilised in the foreseeable future.
9. Earnings per share
31 December 2021 31 December 2020
Continuing operations Discontinued operations Total Continuing operations Discontinued operations Total
$'000 $'000 $'000 $'000 $'000 $'000
Profit/(loss) for the period 92 - 92 (2,268) 6,190 3,922
2021 2020
Weighted average number of shares (basic & diluted)
254,618,055 240,627,396
Earnings/(loss) per share - basic & diluted (US 'cents) 0.04 - 0.04 (0.94) 2.57 1.63
There have been no transactions involving ordinary shares or potential
ordinary shares that would significantly change the number of ordinary shares
or potential ordinary shares outstanding between the reporting date and the
date of completion of these financial statements.
10. Staff costs and directors' remuneration
Staff costs, including directors' remuneration, were as follows:
Monetary Share
remuneration Options(1) Total Total
Year ended 31 December Year ended 31 December Year ended 31 December 18 months ended 31 December 2020
2021 2021 2021
$'000 $'000 $'000 $'000
B K McMaster 213 256 469 246
L M F De Azevedo 103 213 316 123
L E Castro - - - 55
N K von Schirnding 63 64 127 80
379 533 912 504
(1 - Refer to note 19 for options details.)
Excluding directors, there was one members of staff during the year ended 31
December 2021 (2020: nil). Excluding directors remuneration, staff costs
during the year were salaries $5,000 (2020: $nil), social security $1,000
(2020: $nil), other benefits $nil (2020: $nil).
11. Auditors remuneration
Year ended 31 December 2021 18 months ended 31 December 2020
$'000 $'000
Fees payable to the Company's auditor and its associates for the audit of the 34 30
Company's annual accounts
Fees payable for other services:
- Taxation - 3
12. Exploration and evaluation assets
As at As at
31 December 2021 31 December 2020
$'000 $'000
Cost and net book value
At beginning of year 550 41
Expenditure capitalised during the period 469 509
Cost and net book at 31 December 1,019 550
13. Investments - At FVTPL
As at As at
31 December 2021 31 December
2020
$'000 $'000
Investment in ValOre Metals Corp 215 -
Investment in Fodere Titanium Limited 1,091 600
Investment in Blencowe Resources Plc 236 -
Impairment in Investments (211)
Carrying amount of investments 1,331 600
During the year, the Company received the third and fourth tranches of 500,000
Deferred Consideration Shares in ValOre Metals Corp in February 2021 and
August 2021. Post year end, the Company will receive the remaining Deferred
Consideration Shares totalling 1,000,000 payable in two equal tranches of
500,000 each tranche. Post balance date, in February 2022, the fifth tranche
of 500,000 Deferred Consideration Shares were received by the Company.
Currently, the Company has a 0.72% interest in ValOre's share capital and on 1
June 2021 both Brian McMaster and Luiz Azevedo resigned from the board of
directors of ValOre. Therefore, the investment in ValOre no longer qualifies
as an associate. The investment is carried at fair value with any changes
recognised through profit and loss.
The Company acquired shares in the share capital of Fodere Titanium Limited
during the financial year for $491,000 (2020: $600,000). Fodere Titanium
Limited is a United Kingdom registered minerals technology company which has
developed innovative processes for the titanium, vanadium, iron and steel
industries. Currently, the Company has a 7.91% interest in Fodere's share
capital. The investment is carried at fair value with any changes recognised
through profit and loss and this has resulted in the Company recognising an
impairment loss in the investment of $211,000 (2020: $nil), which has been
recognised as an expense in the statement of comprehensive income.
The Company also acquired an investment in the share capital of Blencowe
Resources Plc during the year for $236,000 (2020: $nil). Blencowe Resources
Plc is a United Kingdom registered natural resources company focused on the
development of the Orom-Cross Graphite Project in Uganda. The investment is
carried at fair value with any changes recognised through profit and loss.
14. Investment in associates
As at As at
31 December 2021 31 December 2020
$'000 $'000
Cost of investment in ValOre Metals Corp 2,870 4,207
Sale of shareholdings (2,655) -
Transfer to investments (215)
Share of losses from continuing operations - (1,337)
- 2,870
Share of losses from continuing operations - (714)
Share of gains from OCI - 38
Carrying amount of interest in associate - 2,194
On 14 August 2019 pursuant to the Share Purchase Agreement following the
completion of the disposal of Pedra Branca to ValOre, the Company received the
initial Consideration Shares in ValOre, totalling 22,000,000 common shares,
equating to the Company owning 26 percent of ValOre's then enlarged share
capital. As at 31 December 2021 the Company held 0.72% of ValOre's share
capital and therefore no long meets the requirement to be an investment in an
associate.
Refer to Note 6 for more information relating to the disposal of Pedra Branca.
Summarised financial information in respect of ValOre Metals Corp are shown
below. ValOre results are reported in Canadian Dollars and have been
translated into US Dollars using the appropriate exchange rates.
31 December 31 December
2021 2020
$'000 $'000
Current assets - 96
Non-current assets - 8,254
Current liabilities - (2,131)
Non-current liabilities - (328)
Equity attributable to the owners of the Company - 5,891
Revenue - -
Profit/(loss) for the period from acquisition through to 31 December 2020 - (4,519)
Other comprehensive income - 162
Total comprehensive income - (4,357)
15. Group and other receivables
Group Group Company Company
As at 31 December 2021 As at 31 As at 31 December 2021 As at 31
December December
2020 2020
$'000 $'000 $'000 $'000
Current
Other receivables 20 83 20 78
Accrued income 430 471 430 471
Total other receivables 450 554 450 549
Accrued income totalling $430,000 (2020: $471,000) relating to the disposal of
Pedra Branca being 1,000,000 (2020: 2,000,000) Deferred Consideration Shares
in ValOre with fair value determined to be $430,000 (2020: $471,000) at the
balance sheet date.
16. Accruals and other payables
Group Group Company Company
As at 31 As at 31 As at 31 December 2021 As at 31
December December December
2021 2020 2020
$'000 $'000 $'000 $'000
Current
Accruals 33 62 33 45
Amounts owed to Directors 20 31 20 31
Total accruals and other payables 53 93 53 76
17. Share capital
31 December 2021 31 December 2020
Issued Share Capital Share premium Issued Share Capital Share premium
Number $'000 $'000 Number $'000 $'000
At beginning of the period ordinary shares of 0.04p each: 242,113,144 126 4,389 242,113,144 126 4,389
19 February 2021: shares issued as part of placement 13,888,888 8 1,732 - - -
30 March 2021: shares issued upon exercise of options 2,600,000 1 70 - - -
Share issue costs charged to share premium - - (233) - - -
At 31 December 2021: ordinary shares of 0.04p each: 258,602,032 135 5,959 242,113,144 126 4,389
Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the
event of a winding up of the Company, to participate in the proceeds from sale
of all surplus assets in proportion to the number of and amounts paid up on
shares held. Ordinary shares entitle their holder to one vote, either in
person or proxy, at a meeting of the Company.
18. Share options and warrants
Average exercise price per share option Year ended 31 December 2021 Number of Average exercise price per share option Year ended 31 December 2020 Number of
$
$
options options
At the beginning of the period - 9,000,000 0.075 50,249,996
Share options issued 1 December 2019 - - 0.023 9,000,000
Warrants issued 12 December 2019 - - 0.079 4,798,091
Expired and surrendered share options expired 31 December 2019 - - 0.065 (15,250,000)
Lapsed warrants 15 October 2020 - - - (39,798,087)
Warrants issued 19 February 2021 0.09 694,444 - -
Surrendered share options 3 March 2021 0.02 (250,000) - -
Share Options exercised 30 March 2021 0.02 (2,600,000) - -
Share warrants issued 10 August 2021 0.08 1,000,000 - -
Share options issued 10 August 2021 0.08 30,000,000 - -
At the end of the period 37,844,444 9,000,000
On 17 January 2022, the Company entered into an agreement whereby an option
holder agreed to surrender 3,000,000 options, with a grant date of 1 December
2019 and an expiry date of 1 December 2024 with an exercise price £0.02 per
option share, for consideration of £105,000 (USD$143,596). The amounts are
payable in 15 equal monthly instalments of £7,000 (USD$9,573). On the same
date the options were cancelled by the Company.
As at As at
31 December 2021 31 December 2020
$'000 $'000
Share based payments reserve
At beginning of year - -
Share based payments expense 734 -
Closing balance at 31 December 734 -
In December 2019, as part of the new award of the Director/Consultant Options,
all of the individuals concerned, together with the other Directors of the
Company who were not receiving new share options surrendered their existing
holdings of share options, which in total aggregated 8,000,000 share
options. These share options were awarded at the time of the Company's IPO
on AIM in June 2017, with an exercise price of 5 pence per share option (6.5
US cents), and an expiry date of 31 December 2019.
Share options and warrants outstanding at the end of the year have the
following expiry date and exercise prices:
Share options/warrants 31 December Share options/warrants 31 December 2020
2021
Exercise price
Grant date Expiry date £
1 December 2019 30 November 2024 0.02 6,150,000 9,000,000
19 February 2021 19 February 2024 0.09 694,444 -
10 August 2021 10 August 2025 0.08 31,000,000 -
The fair value at grant date is independently determined using an adjusted
form of the Black Scholes Model that takes into account the exercise price,
the term of the option, the impact of dilution (where material), the share
price at grant date and expected price volatility of the underlying share, the
expected dividend yield, the risk free interest rate for the term of the
option and the correlations and volatilities of the peer group companies. In
addition to the inputs in the table above, further inputs as follows:
The model inputs for the 694,444 broker warrants granted for consulting
services during the year included:
(a) warrants are granted for no consideration and vested warrants
are exercisable for a year of three years after the grant date: 19 February
2021.
(b) expiry date: 19 February 2024.
(c) share price at grant date: 9.6 pence.
(d) expected price volatility of the company's shares: 70.24%.
(e) risk-free interest rate: 0.70%.
The model inputs for the 30,000,000 director and Brazilian employee options
and 1,000,000 third party warrants granted for consulting services during the
year included:
(a) 30,000,000 options are granted and split into two Tranches,
whereby 20,250,000 tranche A options have vesting conditions linked to
performance and 9,750,000 Tranche B options vest immediately.
(b) Tranche A is split further with 9,450,000 options vesting once
all necessary permits required to commence production are received and then a
further 10,800,000 options vest upon commencement of production at the
Pitombeiras Vanadium Project.
(c) The 9,450,000 options have a vesting period of two years from
grant date and the 10,800,000 options have a vesting period of three years
from the grant date.
(d) 1,000,000 warrants are granted for no consideration and vested
warrants are exercisable for a period of three years after the grant date:
10 August 2021.
(e) expiry date: 10 August 2025.
(f) share price at grant date: 8.0 pence.
(g) expected price volatility of the company's shares: 70.24%.
(h) risk-free interest rate: 0.591%.
19. Subsidiary
The details of the subsidiaries of the Company, which have been included in
these consolidated financial statements are:
Name Country of incorporation Proportion of ownership interest
VTF Mineração Ltda. Brazil 99.99%
Jangada Services Plc United Kingdom 100.00%
20. Related party transactions
During the year the Company entered into the following transactions with
related parties.
Year ended 31 December 2021 18 months ended 31 December 2020
$'000 $'000
Garrison Capital (UK) Limited:
20 95
Purchases made on Company's behalf and administrative fees expensed during the
year
Interest charge included within Company and Group borrowings - 3
Brian McMaster:
- 80
Rent paid by the Company to Countrywide Residential Letting, in respect to
premises leased in the name of Brian McMaster on behalf of; the Group that
were made available at no cost to officers and staff of the Group.
Nicholas Von Schirnding:
490 600
Investment in Fodere Titanium Limited of which Nicolas Von Schirnding is the
Chairman
FFA Legal Ltda:
Legal and accountancy services expensed during year 90 135
Garrison Capital Partners Limited is a related party to the Company due to
having directors in common. The balance owed as at 31 December 2021 was $nil
(2020: $nil) as disclosed in note 16.
FFA Legal Ltda is a related party to the Group due to having a director in
common with Group companies. At the year-end they were owed $nil (2020: $nil).
Harvest Minerals Limited is a related party to the Group due to having
directors in common with Group companies. At the year-end they held 1,250,000
options (2020: $nil), which were acquired from various option holders on 3
March 2021 at an aggregate sum of £77,000 (USD$107,175).
Directors' remuneration is disclosed within note 10.
21. Subsequent Events
a) Deferred consideration shares
On 25 February 2022, the company received the fifth tranche of 500,000 common
shares in ValOre under the terms of the Share Purchase Agreement.
b) Share disposal
During January and February 2022, the Company disposed of 500,000 common
shares in ValOre at an average price of CAD$0.30 per share, providing
Jangada with gross proceeds of CAD$600,000 (USD$477,779). On 5 March 2021,
the Company disposed of a further 3.875 million of its common shares in ValOre
at a price of CAD$0.43 per share, providing Jangada with gross proceeds
of CAD$217,000 (USD$173,000). Jangada now holds a total of 500,000 ValOre
common shares, representing 0.72 per cent of ValOre's current share capital.
c) Cancellation of options
On 17 January 2022, the Company entered into an agreement whereby an option
holder agreed to surrender 3,000,000 options, with a grant date of 1 December
2019 and an expiry date of 1 December 2024 with an exercise price £0.02 per
option share, for consideration of £105,000 (USD$143,596). The amounts are
payable in 15 equal monthly instalments of £7,000 (USD$9,573). On the same
date the options were cancelled by the Company.
22. Ultimate controlling party
The Directors consider that the Company has no single controlling party.
**ENDS**
For further information please visit www.jangadamines.com
(http://www.jangadamines.com/) or contact:
Jangada Mines plc Brian McMaster (Chairman) Tel: +44 (0)20 7317 6629
Strand Hanson Limited Ritchie Balmer Tel: +44 (0)20 7409 3494
(Nominated & Financial Adviser) James Spinney
Tavira Securities Limited Jonathan Evans Tel: +44 (0)20 7100 5100
(Broker)
St Brides Partners Ltd Ana Ribeiro jangada@stbridespartners.co.uk
(Financial PR) Isabel de Salis
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. END FR FPMATMTMTMFTRecent news on Jangada Mines
See all newsREG - Jangada Mines PLC - Investee Company Update: Blencowe Resources PLC
AnnouncementREG - Jangada Mines PLC - Investee Company Update: Blencowe Resources PLC
AnnouncementREG - Jangada Mines PLC - Investee Company Update: Blencowe Resources PLC
AnnouncementREG - Jangada Mines PLC - Investee Company Update: Blencowe Resources PLC
AnnouncementREG - Jangada Mines PLC - Investee Company Update: Blencowe Resources PLC
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