REG - Kazera Global PLC - Final Results and publication of Annual Report
12/12/2025 07:00
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RNS Number : 2917L Kazera Global PLC 12 December 2025
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.
12 December 2025
Kazera Global plc
("Kazera" or the "Company")
Final Results and publication of Annual Report
Kazera Global plc (AIM: KZG), the investment company focused on heavy mineral
sands ("HMS") and diamond production in South Africa, is pleased to announce
Final Results for the year ended 30 June 2025 and the publication of its
Annual Report, which is available on the Company's website and will be posted
to shareholders in the coming days.
Dennis Edmonds, CEO of Kazera Global plc, commented: "This has been a year
defined by delivery. Just three years after the granting of the Walviskop
mining right, our core projects are now converting into commercial output,
stronger production capability and clear visibility of future revenues. Both
WHM and DBM achieved major operational milestones, 2A progressed
significantly, and we secured a successful arbitration award for Aftan. With a
strengthened shareholder base, strict financial discipline and the successful
post-period fundraise, we now enter the new year with the confidence, momentum
and operational foundations required to scale into sustained, profitable
production."
HIGHLIGHTS
WHM HMS Project
· August 2024: National Nuclear Regulator ("NNR") permit received and
inspection completed, allowing commencement of mining and production of HMS
samples for potential off takers.
· October 2024: Applied for Mining Right for 2A, for an initial mining
area approximately 34 times larger than existing Walviskop project.
· November 2024: Environmental Authorisation granted for 2A
concession.
· December 2024: Entered into an offtake agreement including a
US$600,000 prepayment; commercial production of HMS progressing.
· April 2025: First production of 10,000 tonnes of HMS.
Post Period End
· July 2025: Spiral processing circuit installed on time and on budget,
with commercial and technical progress.
· November 2025: Withdrawal of objection relating to 2A Mining Right
application by the local community, clearing pathway to approval.
DBM Diamond Project
· July 2024: Developed and installed an in-house diamond separation
system, including a Pulsating Jig and FlowSort machine.
· July 2024: Mining of diamond gravels commenced.
· April 2025: Diamond mining contract extended to include beach and
shore areas, with a new 5 year term
Post Period End
· September 2025: Full-scale test run confirms processing capacity of up
to 20 tonnes of gravel per hour, recovering 68 carats (133 diamonds) from 150
tonnes of in-field screened material
· September 2025: Awarded a new high-potential diamond block by Alexkor
RMC JV.
· October 2025: Improved commercial terms agreed with Alexkor RMC JV
resulting in an increased share of revenue.
African Tantalum Pty Ltd ("Aftan") - Tantalum and Lithium Project
· September 2024: Initiated legal proceedings and arbitration to recover
outstanding payments of US$9.5 million (£7.5 million) from Hebei Xinjian
under the Aftan Sale Agreement.
· May 2025: Kazera wins US$11.9 million Aftan arbitration ruling.
Post Period End
· November 2025: Strong industry interest in Aftan, with two parties
under confidentiality agreements undertaking detailed reviews and a third, in
early due diligence. Arbitration enforcement ongoing, with Kazera balancing
legal action against operational priorities.
Corporate
· July 2024: Welcomed Catalyse Capital Ltd and its related parties
as largest shareholder.
· August 2024: Dr John Wardle appointed Non-Executive Chairman to support
the Company's transition from a developer to producer.
· August 2024: Acquired Tectonic Gold PLC's 10% holdings in both DBM
and WHM, increasing beneficial interests to 70% and 74% respectively.
· Cash at 30 June 2025: £155k (2024: £61k).
Post Period End
· November 2025: Raised £1.3 million to accelerate HMS and diamond
production and prepare for 2A, including £0.5 million subscribed by Tracarta
Limited (a related party of Dr John Wardle).
· December 2025: Raised a further £0.26 million via a Retail Offer,
providing additional working capital to accelerate HMS and diamond production
and prepare for the anticipated award of Mining Right 2A.
For further information, visit www.kazeraglobal.com
(http://www.kazeraglobal.com) or contact:
For further information:
Kazera Global plc kazera@stbridespartners.co.uk
Dennis Edmonds, CEO
Strand Hanson Limited (Nominated, Financial Adviser and Joint Broker) Tel: +44 (0)207 409 3494
Christopher Raggett / Ritchie Balmer / Imogen Ellis
Zeus Capital Limited (Joint Broker) Tel: +44 (0)203 829 5000
Harry Ansell / Simon Johnson / Katy Mitchell
St Brides Partners Limited (Financial PR) kazera@stbridespartners.co.uk
Paul Dulieu/Isabel de Salis
CHAIRMAN'S STATEMENT
For the year ended 30 June 2025
This has been a year in which the Group has made real progress toward becoming
a reliable producer of heavy mineral sands and diamonds.
Demand for heavy mineral sands is underpinned by long-term industrial growth
and a tightening global supply picture. Early production at Whale Head
Minerals (Pty) Ltd ("WHM") provides a solid platform from which to build,
while the 2A concession, being WHM's pending mining right application covering
approximately 3,095 hectares, of which an estimated 170 hectares contain
high-grade heavy mineral sands suitable for near-term extraction, represents
our most important long-term growth opportunity. It is worth noting that the
Walviskop mining right was granted only three years ago, underscoring the pace
at which WHM has advanced toward commercial operation.
The advances made at Deep Blue Minerals (Pty) Ltd ("DBM") demonstrate that we
are increasingly well positioned to build a valuable second revenue stream
through the sale of diamonds for the Group.
During the financial year ended 30 June 2025, our core assets moved from
development into early commercial readiness. This shift provides improved
visibility on near-term cash flows and supports deeper commercial
relationships. In addition, the positive arbitration ruling relating to
African Tantalum (Pty) Ltd ("Aftan") as announced by the Company on 7 May 2025
could deliver a significant financial return to the Company. The Aftan
arbitration ruling resulted in the previous buyer to pay to Kazera US$9.2
million, plus interest of US$1.6 million up to 8 October 2024, and that the
buyer would be required to pay interest which would accrue at a rate of 20%
thereafter. Whilst we advance steps to enforce the arbitration ruling through
the High Court of Namibia, we are also exploring opportunities with other
third parties to unlock the value within Aftan, with a view to a potential
joint venture or full sale.
We have also strengthened our corporate foundations, increasing our equity
interest in each of WHM and DBM, and welcoming Catalyse Capital as our largest
shareholder. The share purchases made by our CEO, Dennis Edmonds, and by
Tracarta Limited, reflect our shared confidence in the Company's trajectory
and our alignment with all shareholders. The fundraise completed after
year-end, which comprised of a £1.3m subscription in November 2025 and £0.3m
Retail Offer in December 2025, provides additional capital to support
production growth and ensure readiness to expand operations to include the 2A
concession, in the anticipation of the award of the necessary Mining Right.
Kazera has entered the new financial year with growing operational momentum,
firmer commercial positioning and a clearer route to scale, and our portfolio
is now better placed to capture the opportunities ahead.
On behalf of the Board, I thank our shareholders, partners and teams for their
continued support. We look forward to building on this progress and delivering
sustained value for investors.
Dr John Wardle
Chairman
11 December 2025
CHIEF EXECUTIVE OFFICER'S REVIEW
For the year ended 30 June 2025
The financial year ended 30 June 2025 has been defined by delivery. Having
spent several years planning, building and refining our core projects, this
was the year in which our operational work began translating into commercial
output, improved production capability and clearer visibility of future
revenues. We have taken meaningful steps forward at both WHM and DBM,
progressed the Aftan arbitration process to a successful ruling, and
strengthened the Group's ownership structure, partnerships and technical
capacity.
Our task now is to scale these foundations into sustained, profitable
production.
WHALE HEAD MINERALS PTY LTD ("WHM") - HEAVY MINERAL SANDS ("HMS") PROJECT
Transition into production
The most important milestone of the year was the receipt of the National
Nuclear Regulator ("NNR") permit in August 2024. This allowed us to begin
mining activities safely and responsibly and to deliver HMS samples to
potential customers.
In April 2025, WHM entered into an initial supply arrangement for 10,000
tonnes of heavy mineral sands. Although material was delivered under this
arrangement, it did not constitute a commercial sale during the period. The
funds received have therefore not been recognised as revenue, but are instead
reflected as a loan until such time the accounting standards require that they
be reassessed.
Since delivery, plant optimisation and processing enhancements have progressed
well, and we look forward to production ramping up in 2026.
Strengthening the processing plant
Throughout the year, our focus remained firmly on technical optimisation. We
completed commissioning activities, improved material handling and upgraded
key elements of the flowsheet to support higher recoveries.
Post year end, in July 2025, we installed a 12-stage spiral circuit on time
and within budget. Early results have been encouraging, with TiO₂ levels
consistently exceeding market specification thresholds. The new circuit also
increases flexibility, allowing us to add further spirals or additional stages
as we scale.
In parallel, we have worked with two major mineral processing equipment
suppliers to analyse our material and identify the most efficient technology
for future expansion. Their findings have been positive and will guide our
next phase of investment.
Commercial progress and multi-mineral opportunities
December 2024 marked the signing of our first major offtake agreement, which
included an advance against future sales of US$600,000. Commercial
relationships have continued to strengthen, and during recent testing we
hosted a specialist garnet company that has expressed strong interest in
funding additional spirals dedicated to garnet and silica removal. This
demonstrates the broader value potential of our multi-mineral resource.
2A Mining Right: building the future scale of WHM
The 2A concession, approximately 34 times larger than Walviskop, is an
important element of our long-term HMS strategy. Receiving Environmental
Authorisation in November 2024 and, post period end, the withdrawal of the
remaining objection, were important steps forward. Subject to approval, 2A
would enable WHM to transition from a single-site operation to a large-scale,
long-life producer.
DEEP BLUE MINERALS PTY LTD ("DBM") - DIAMOND PROJECT
From development to consistent recoveries
The year under review was the year in which DBM began demonstrating its true
operational potential. During the year, we installed our in-house processing
solution, including a pulsating jig and FlowSort recovery machine, giving us
full control of the initial beneficiation process and reducing reliance on
third-party infrastructure. The extended mining contract awarded in April 2025
provides the stability required to scale operations responsibly.
Post year end: step-change in performance
In September 2025, DBM delivered its strongest results to date. Using the new
plant, we recovered 45 carats (89 stones) from the first 100 tonnes processed,
a recovery rate approximately three times higher than our initial forecasts.
A full-scale test run later that month confirmed the plant's capability to
process up to 20 tonnes of gravel per hour. In total, 150 tonnes processed
yielded 133 diamonds weighing 68 carats, including a 6.13-carat stone.
Importantly, the average stone size of 0.51 carats is above the regional norm,
which is expected to result in higher realised sales prices.
New, high-grade block awarded
Also in September 2025, Alexkor RMC JV granted DBM access to a new
high-potential block regarded as one of the best in the area. This, together
with improved commercial terms agreed in October 2025, provides a strong
pipeline of gravel and an enhanced revenue-sharing structure.
DBM is now positioned to become a consistent and increasingly valuable
contributor to Group revenues.
AFRICAN TANTALUM PTY LTD ("AFTAN") - ARBITRATION AND STRATEGIC OPTIONS
The Aftan arbitration process progressed significantly during the year.
Following Hebei Xinjian's continued failure to fulfil its payment obligations,
we initiated arbitration in September 2024. In May 2025, the tribunal ruled in
Kazera's favour, awarding US$11.9 million plus interest and costs.
Hebei has subsequently commenced legal proceedings to challenge the
arbitration ruling and to have the matter considered by the Namibian Supreme
Court. Enforcement of the award is continuing within the required legal
framework; however, it now follows the procedural timetable associated with
Supreme Court matters. In the meantime, the interest from three independent
parties to date, is indicative of the underlying commercial value of the
asset.
We will continue to balance enforcement with the potential for value-realising
transactions.
CORPORATE PROGRESS AND FINANCIAL POSITION
Increasing the level of our equity ownership of WHM and DBM has remained a
strategic priority, and the acquisition of Tectonic Gold's remaining 10%
stakes increased our beneficial interests to 70% and 100% respectively, with
26% of the shares in DBM reserved for Black Economic Empowerment partners.
Support from shareholders has been a defining feature of the year, with
meaningful participation from Tracarta Limited, of which our Chairman, John
Wardle, is the beneficial owner, and from Catalyse Capital Ltd and its related
parties R and C. Jennings, in the £1.3 million fundraise completed after year
end. This strong backing has been instrumental in enabling the Group to
accelerate HMS and diamond production, progress the 2A Mining Right
application and strengthen its broader operational capability.
Alongside this operational and shareholder support, we have continued to
exercise strict financial discipline across the Group. We have prioritised the
deployment of capital only where it delivers clear operational impact or
advances key strategic objectives such as 2A. This disciplined approach
ensures that all funds are applied efficiently and that the Group maintains
the agility required as we scale production.
Cash at 30 June 2025 was £155k (2024: £61k), reflecting our continued
investment in technical and operational build-out; the subsequent fundraise in
Q4 2025 has significantly strengthened our position as we enter a critical
growth phase and look ahead towards positive cash flow once operations ramp up
in 2026.
OUTLOOK
The coming year will be focused on scaling production, optimising recoveries
and preparing WHM to transition onto the 2A concession once the Mining Right
is granted. At DBM, our priority is to build on the excellent technical
outcomes achieved post year end and to increase throughput sustainably. We
expect both assets to begin contributing more significantly to Group revenues
during the year ahead.
The progress made during the year is the direct result of the hard work of our
teams in South Africa and the UK. My thanks go to them, to our partners, and
to our shareholders for their continued support.
We enter the new year with confidence and clarity of purpose, and I look
forward to updating the market as we continue this period of transformation.
Dennis Edmonds
Chief Executive Officer
11 December 2025
GROUP STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2025
Notes Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
Revenue 5 - 6
Cost of Sales - (157)
Gross loss - (151)
Administrative expenses (2,022) (1,828)
Provision for expected credit losses (2,467) (1,345)
Operating loss 6 (4,489) (3,324)
Net finance income 7 309 407
Loss before taxation from operations (4,180) (2,917)
Taxation expense 10 - -
Loss for the year from operations (4,180) (2,917)
Loss attributable to owners of the Company (4,019) (2,823)
Loss attributable to non-controlling interests (161) (94)
(Loss) for the year (4,180) (2,917)
Other comprehensive income:
Items that may be subsequently reclassified to profit and loss:
Exchange differences on translation of foreign operations 144 (67)
(4,036) (2,984)
Total comprehensive loss for the year attributable to:
The equity holders of the parent (3,875) (2,890)
The non-controlling interests (161) (94)
Total comprehensive (loss)for the year (4,036) (2,984)
Basic and diluted Earnings per share in pence attributable to owners of the 11 (0.42) p (0.30) p
Company:
All results presented in the statement above are from continuing operations.
The accounting policies and notes below are an integral part of these
financial statements.
GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION
As at 30 June 2025
GROUP COMPANY
Notes 2025 2024 2025 2024
£'000 £'000 £'000 £'000
Non-Current assets
Mines under construction 12 844 814 - -
Property, plant and equipment 13 917 1,006 - -
Investment in subsidiaries 14 - - 1,169 784
Long-term loan 15 1 - 2,638 2,446
Total non-current assets 1,762 1,820 3,807 3,230
Current assets
Trade and other receivables 16 3,850 6,269 3,789 6,194
Cash and cash equivalents 17 155 61 54 51
Total current assets 4,005 6,330 3,843 6,245
Total assets 5,767 8,150 7,650 9,475
Current liabilities
Trade and other payables 18 370 181 332 143
Convertible loan - liability component 19 553 50 553 50
Other borrowings 20 862 - 2 -
Total current liabilities 1,785 231 887 193
Total liabilities 1,785 231 887 193
Net assets 3,982 7,919 6,763 9,282
Equity
Share capital 21 3,563 3,516 3,563 3,516
Share premium account 21 18,107 17,556 18,107 17,556
Capital redemption reserve 2,077 2,077 2,077 2,077
Share option reserve 22 151 479 151 479
Equity component of the convertible loan reserve 14 - 14 -
Currency translation reserve 499 355 - -
Retained earnings (20,173) (15,805) (17,149) (14,346)
Equity attributable to owners of the Company 4,238 8,178 6,763 9,282
Non-controlling interests (256) (259) - -
Total equity 3,982 7,919 6,763 9,282
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 not to present the parent Company profit and loss account.
The loss for the Parent Company for the year was £3,004k (2024: £2,660k
loss).
These financial statements were approved by the Board of Directors on 11
December 2025.
Signed on behalf of the Board by
Dennis Edmonds
Director
Company number: 05697574
The accounting policies and notes below form an integral part of these
financial statements.
GROUP STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2025
Share capital Share Capital redemption reserve Share Equity component of convertible loan reserve Currency translation reserve Retained earnings Equity shareholders' funds Non-controlling interests Total
£'000 premium account £'000 option £'000 £'000 £'000 £'000 £'000 £'000
£'000 reserve
£'000
Balance at 1 July 2023 3,516 17,556 2,077 574 - 422 (13,077) 11,068 (165) 10,903
Profit for the year - - - - - (2,823) (2,823) (94) (2,917)
Other comprehensive income - - - - - (67) - (67) - (67)
Total comprehensive income - - - - - (67) (2,823) (2,890) (94) (2,984)
Transactions with owners in their capacity as owners:
Share options/warrants lapsed - - - (95) - - 95 - - -
Transactions with owners in their capacity as owners - - - (95) - - 95 - - -
Balance at 30 June 2024 3,516 17,556 2,077 479 - 355 (15,805) 8,178 (259) 7,919
Loss for the year - - - - - - (4,019) (4,019) (161) (4,180)
Other comprehensive income - - - - - 144 - 144 - 144
Total comprehensive income - - - - - 144 (4,019) (3,875) (161) (4,036)
Transactions with owners in their capacity as owners:
Equity component of loan notes - - - - 14 - - 14 - 14
Share options lapsed - - (201) - - 201 - - -
Share options exercised 20 307 - (127) - - - 200 - 200
Increase in ownership interest in subsidiary 27 244 - - - - (550) (279) 164 (115)
Transactions with owners in their capacity as owners 47 551 - (328) 14 - (349) (65) 164 99
Balance at 30 June 2025 3,563 18,107 2,077 151 14 499 (20,173) 4,238 (256) 3,982
The accounting policies and notes below form an integral part of these
financial statements. A description of each reserve is provided in note 21.
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2025
Share Share Capital redemption reserve Equity component of convertible loan reserve Retained Total
capital premium earnings
Share option reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 July 2023 3,516 17,556 2,077 574 - (11,781) 11,942
Loss for the year - - - - - (2,660) (2,660)
Total comprehensive income for the year - - - - - (2,660) (2,660)
Share options/warrants lapsed - - - (95) - 95 -
Total transactions with owners in their capacity as owners - - - (95) - 95 -
Balance at 30 June 2024 3,516 17,556 2,077 479 - (14,346) 9,282
Loss for the year - - - - - (3,004) (3,004)
Total comprehensive income for the year - - - - - (3,004) (3,004)
Issue of share capital, net of costs 27 244 - - - - 271
Equity component of loan notes - - - - 14 - 14
Share options exercised 20 307 (127) - - 200
Share options lapsed - - (201) - 201 -
Transactions with owners in their capacity as owners 47 551 - (328) 14 201 485
Balance at 30 June 2025 3,563 18,107 2,077 151 14 (17,149) 6,763
The accounting policies and notes on pages 44 to 71 form an integral part of
these financial statements. A description of each reserve is provided
in note 21.
GROUP AND COMPANY STATEMENTS OF CASH FLOWS
For the year ended 30 June 2025
GROUP COMPANY
Year ended Year ended Year ended Year ended
30 June 30 June 30 June 30 June
2025 2024 2025 2024
Note £'000 £'000 £'000 £'000
OPERATING ACTIVITIES
Loss before tax from operations (4,180) (2,917) (3,004) (2,660)
Loss before tax (4,180) (2,917) (3,004) (2,660)
Depreciation and amortisation 109 82 - -
Net finance (income) 7 (309) (407) (350) (405)
Foreign exchange loss 540 292 366 396
Expected credit loss on financial assets 16 2,467 1,345 2,482 1,543
Acquisition option written off - 474 - 474
Intercompany loan interest charged - - (211) (156)
Operating cash flows before movement in working capital (1,373) (1,131) (717) (808)
Decrease/(increase) in receivables 8 (82) (6) (195)
Increase/(decrease) in payables 201 (14) 206 69
Net cash used in operating activities (1,164) (1,227) (517) (934)
INVESTING ACTIVITIES
Purchases of property, plant and equipment (71) (525) - -
13
Mines under construction (38) (60) - -
Proceeds from disposal of subsidiary - 1,059 - 1,059
Repayments from/(Advances) to subsidiary undertakings 16 - - 3 (882)
Increase in interest in subsidiary 14 (115) - (115) -
Interest received 7 3 3 - -
Net cash (used in)/ generated from investing activities (221) 477 (112) 177
FINANCING ACTIVITIES
Issue of ordinary shares 21 186 - 186 -
Loans received 19,20 1,343 50 495 50
Loans repaid 20 (49) - (49) -
Net cash generated from financing activities 1,480 50 632 50
Net increase/(decrease) in cash and cash equivalents 95 (700) 3 (707)
Cash and cash equivalents at beginning of year 17 61 761 51 758
Exchange losses on cash and cash equivalents (1) - - -
Cash and cash equivalents at end of year 155 61 54 51
Major non-cash transactions
In the reporting year, the Company bought further 10% interest in each of the
two subsidiaries, the non-cash component of the purchase price is disclosed in
the note 14.
The accounting policies and notes below are an integral part of these
financial statements.
NOTES TO THE GROUP FINANCIAL STATEMENTS
For the year ended 30 June 2025
1. General Information
Kazera Global Plc is a public limited company which is listed on the
Alternative Investment Market (AIM) and incorporated and domiciled in England
and Wales, United Kingdom. The nature of the Group's operations and its
principal activities are set out in the Strategic Report and the Directors'
Report.
2. Accounting Policies
BASIS OF PREPARATION
These consolidated financial statements have been prepared and approved by the
Directors in accordance with UK Adopted International Accounting Standards in
accordance with the requirements of the Companies Act 2006.
The consolidated financial statements have been prepared under the historical
cost convention, except as noted in the accompanying accounting policies.
The preparation of financial statements in conformity with UK Adopted
International Accounting Standards ('IAS') requires the use of certain
critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are
disclosed in Note 3.
The financial statements are presented in pounds sterling (£'000), which is
also the functional currency of the Company and Group.
The principal accounting policies applied in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
GOING CONCERN
The financial statements have been prepared assuming the Group and Company
will continue as a going concern.
The Company prepares and routinely maintains a cash flow forecast; the
Directors have, with reference to the cash flow forecast considered a number
of potential scenarios under which the Company's ability to continue as a
going concern is assessed.
In assessing whether the going concern assumption is appropriate, the
Directors have taken into account all available information for the 12 months
from the date of approval of these financial statements and performed
sensitivity analysis thereon. This assessment includes consideration of the
Group's future plans, expenditure commitments, and cost reduction measures
that can be implemented.
The Directors' estimates are dependent upon a number of factors including the
Group's mining operations performing in line with expectations, both in terms
of timing and quantum of revenue generation, and associated costs being in
line with expectations, recognising that the Group does not yet have a long
operating history. In the event that this does not occur, the Directors are
confident that further funds could be raised to meet any shortfall through the
support of its key investors and shareholders. In view of the uncertainty over
the receivable in respect of the agreed disposal of African Tantalum Pty Ltd,
and the facts that the Group has not yet fully commenced commercial production
and does not have a long track record of operations, the Company may need to
obtain further funding over the 12 months following the date of approval of
the financial statements. The Directors therefore consider that a material
uncertainty exists as to the Company's ability to continue as a going concern.
The auditors have made reference to this material uncertainty in their audit
report on page 32.
NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS ADOPTED BY THE GROUP
The following IFRS or IFRIC interpretations were effective for the first time
for the financial year beginning 1 July 2024. Their adoption has not had any
material impact on the disclosures or on the amounts reported in these
financial statements.
Standards issued but not yet effective and have not been applied in the
accounts
Standards/interpretations/amendments Effective from
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of 01/01/2025
Exchangeability (issued on 15 August 2023)
Annual Improvements Volume 11 (issued on 18 July 2024) 01/01/2026
Amendments to the Classification and Measurement of Financial Instruments 01/01/2026
(Amendments to IFRS 9 and IFRS 7) (issued on 30 May 2024)
IFRS 18 Presentation and Disclosure in Financial Statements* (issued on 9 01/01/2027
April 2024)
*Not yet endorsed in UK.
BASIS OF CONSOLIDATION
Subsidiaries are all entities (including structured entities) over which the
Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.
Inter-company transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also eliminated.
The Group applies the acquisition method to account for business combinations.
The consideration transferred for the acquisition of a subsidiary is the fair
values of the assets transferred, the liabilities incurred to the former
owners of the subsidiary 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. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition
date. The Group recognises any non-controlling interest in the subsidiary on
an acquisition-by-acquisition basis, either at fair value or at the
non-controlling interest's proportionate share of the recognised amounts of
subsidiary's identifiable net assets. Acquisition-related costs are expensed
as incurred.
Any contingent consideration to be transferred by the Group is recognised at
fair value at the acquisition date. Subsequent changes to the fair value of
the contingent consideration that is deemed to be an asset, or liability is
recognised either in profit or loss or as a change to other comprehensive
income. Contingent consideration that is classified as equity is not
re-measured, and its subsequent settlement is accounted for within equity.
Disposal of subsidiary undertakings
A disposal of a subsidiary occurs when control is lost, which can happen
through the sale, liquidation, or other forms of relinquishment of control.
Upon disposal, the subsidiary will be deconsolidated from the date control is
lost. All assets, liabilities, and non-controlling interests related to the
subsidiary will be removed from the consolidated balance sheet. The
consideration received from the disposal of a subsidiary will be measured at
fair value on the disposal date; the gain or loss on disposal will be
calculated as the difference between:
· The fair value of the consideration received; and
· The carrying amount of the subsidiary's assets and liabilities,
and any cumulative translation differences recorded in equity.
The results of the subsidiary up to the date of disposal will be included in
the consolidated Statement of comprehensive income and shown separately as
discontinued operations.
Acquisition of non-controlling interest
Changes in the parent's ownership interest in a subsidiary that do not result
in a loss of control are accounted for as equity transactions. The carrying
amount of the non-controlling interest is adjusted to reflect the change in
ownership interest. Any difference between the consideration paid or received
and the adjustment to non-controlling interests is recognised directly in
equity attributable to the parent.
foreign currencies
The individual financial statements of each subsidiary company are presented
in South African Rands, which is the currency of the primary economic
environment in which it operates (its functional currency). For the purpose of
the Group and the Company financial statements, the results and financial
position of each group company are presented in Pounds Sterling, which is the
functional currency of the Company, and the presentation currency for the
Group financial statements.
In preparing the financial statement of the individual companies, transactions
in currencies other than the entity's functional currency (foreign currencies)
are recorded at the rates of exchange prevailing on the dates of the
transactions. At each year end date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates prevailing on
the year end date. Non-monetary items carried at fair value that are
denominated in foreign currencies are translated at the rates prevailing at
the date when the fair value was determined. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not
retranslated.
Exchange differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in the Statement of
comprehensive income. Exchange differences arising on the retranslation of
non-monetary items carried at fair value are included in profit or loss for
the period, except for differences arising on the retranslation of
non-monetary items in respect of which gains and losses are recognised
directly in equity. For such non-monetary items, any exchange component of
that gain or loss is also recognised directly in equity.
For the purpose of presenting Group financial statements, the assets and
liabilities of the Group's foreign operations are translated at exchange rates
prevailing on the year end date. Income and expense items are translated at
the average exchange rates for the period. Exchange differences arising are
classified as equity and transferred to the Group's translation reserve. These
foreign exchange transactions are recognised in the statement of other
comprehensive income. Such translation differences are recognised as income or
as expenses in the period in which the operation is disposed of.
TAXATION
The tax currently payable is based on taxable profit or loss for the period.
Taxable profit or loss differs from net profit or loss as reported in the
Statement of comprehensive income because it excludes items of income or
expense that are taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The Company's liability for
current tax is calculated using tax rates that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a
transaction that affects neither the tax profit nor the accounting profit.
The carrying value of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the deferred tax
asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset is realised based on tax
laws and rates that have been enacted at the balance sheet date. Deferred tax
is charged or credited in the Statement of comprehensive income, except when
it relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and
liabilities on a net basis.
INTANGIBLE ASSETS - EXPLORATION AND EVALUATION EXPENDITURE
Exploration and evaluation activities involve the search for mineral
resources, the determination of technical feasibility and the assessment of
commercial viability of an identified resource. Research expenditure is
written off in the year in which it is incurred and expensed in the
consolidated statement of comprehensive income. The Group recognises
expenditure as exploration and evaluation assets when it determines that the
legal rights to said assets have been obtained. Costs incurred which relate
wholly to exploration work only, are expensed through the statement of
comprehensive income. When a decision is taken that a mining property becomes
viable for commercial production, all further pre-production expenditure is
capitalised.
Expenditure included in the initial measurement of exploration and evaluation
assets and which is classified as intangible assets, relates to the
acquisition of rights to undertake topographical, geological, geochemical and
geophysical studies, exploratory drilling, trenching, sampling and other
activities to evaluate the technical feasibility and commercial viability of
extracting a mineral source.
MINES UNDER CONSTRUCTION
Expenditure is transferred from "Exploration and evaluation" assets to "Mines
under construction" once the work completed to date supports the future
development of the property and such development receives the requisite
approvals. All subsequent expenditure on technically and commercially feasible
sites is capitalised within Mines Under Construction.
All expenditure on the construction, installation or completion of
infrastructure facilities, incurred after the assets' transfer to "Mines under
construction" category, is capitalised as construction in progress directly
within "Mines Under Construction". Once in full commercial production, all
assets included in "Mines Under Construction" are transferred into "Property,
Plant and Equipment" or under the subheading "Producing Mines". It is at this
point that depreciation/amortisation commences over its useful economic life.
The asset will be depreciated using the Units of Production method (UOP).
Mines under construction are stated at cost. The initial cost comprises
transferred exploration and evaluation assets, construction costs,
infrastructure facilities, any costs directly attributable to bringing the
asset into operation, the initial estimate of the rehabilitation obligation,
and, for qualifying assets, borrowing costs. Costs are capitalised and
categorised between mining rights and construction in progress respectively
according to whether they are intangible or tangible in nature.
Revenue generated from trial production is recognised when performance
obligations are met. This is the point of delivery to the customer of the good
under correct specification. Revenue is measured at the fair value of
consideration received or receivable from sales to an end user, net of buyer's
discount, treatment charges, freight costs and value added tax. Any revenues
from trial production generated from the assets held as Mine Under
Construction are offset against the capitalised value held. All operating
costs associated with trial production are expensed as incurred.
PROPERTY, PLANT AND EQUIPMENT
Property, Plant and equipment are recorded at cost, less accumulated
depreciation and impairment losses.
Significant improvements are capitalised, provided they qualify for
recognition as assets. The costs of maintenance, repairs and minor
improvements are expensed when incurred to administrative expenses in the
statement of comprehensive income.
Tangible assets, retired or withdrawn from service, are removed from the
balance sheet together with the related accumulated depreciation. Any profit
or loss resulting from such an operation is included in the Statement of
comprehensive income.
Tangible and intangible assets are depreciated on the straight-line method
based on their estimated useful lives from the time they are available for use
as intended by management, so that their net cost is diminished over the
lifetime of consideration to estimated residual value as follows:
Buildings 20 years
Plant and machinery Between 5 and 10 years
Furniture and equipment Between 5 and 10 years
The depreciation cost is included within administrative expenses in the
statement of comprehensive income.
IMPAIRMENT OF PROPERTY, PLANT & EQUIPMENT ('PPE') AND INTANGIBLE ASSETS
EXCLUDING GOODWILL
Assets that have an indefinite useful life are not subject to amortisation but
are reviewed for impairment annually and where there are indications that the
carrying value may not be recoverable, an impairment assessment is carried out
in accordance with IAS 36. An impairment loss is recognised in administrative
expenses in the statement of comprehensive income for the amount by which the
carrying value exceeds the recoverable amount. Management determines the
recoverable amount of PPE and MUC as the higher of fair value less costs of
disposal and value in use. Fair value less costs of disposal is based on
recent market transactions, where available, or an appropriate valuation
model.
ASSET ACQUISITIONS - land
Acquisitions of mineral exploration licences through the acquisition of
non-operational corporate structures that do not represent a business, and
therefore do not meet the definition of a business combination, are accounted
for as the acquisition of an asset. The consideration for the asset is
allocated to the assets based on their relative fair values at the date of
acquisition. Inter-company transactions, balances and unrealised gains on
transactions between group companies are eliminated. Unrealised losses are
also eliminated.
Where the asset was acquired during the period however licensing becomes
available post year end this is accounted for as an acquisition of Land.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash at bank and in hand, deposits at call
with banks, other short-term highly liquid investments with original maturity
at acquisition of three months or less that are readily convertible to cash,
net of bank overdrafts. For the purpose of the cash flow statement, cash and
cash equivalents consist of the definition outlined above.
EQUITY INSTRUMENTS INCLUDING SHARE CAPITAL
Equity instruments consist of the Company's ordinary share capital and are
recorded at the proceeds received, net of direct issue costs.
FINANCIAL INSTRUMENTS - INITIAL RECOGNITION AND SUBSEQUENT MEASUREMENT
Classification
The Group classifies its financial assets into only one category, being those
to be measured at amortised cost.
The classification depends on the Group's business model for managing the
financial assets and the contractual terms of the cash flows.
Recognition
Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Group commits to purchase or sell the asset). Financial
assets are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus transaction costs that are directly attributable to the acquisition of
the financial asset.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain
or loss arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange gains and
losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.
Impairment
The Group assesses, on a forward-looking basis, the expected credit losses
(ECL) associated with its debt instruments carried at amortised cost. The
impairment methodology applied depends on whether there has been a significant
increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by
IFRS 9, which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
For receivables from Group undertakings, including loans to subsidiaries such
as DBM and WHM, held by the parent company, the Group applies the general
approach under IFRS 9. Under this approach, ECLs are calculated based on a
model that considers changes in credit risk since initial recognition.
Management assesses credit risk by evaluating both the financial health of
each group undertaking and the probability of default. A receivable is
considered in default when there is evidence of financial difficulty, such as
liquidity challenges or a breach of loan covenants, or if contractual payments
are significantly overdue, unless there is strong evidence to support that
delayed payment does not indicate a credit issue.
Expected Credit Loss Model: The ECL is determined as the present value of all
expected cash shortfalls over the remaining life of the receivable. This is
based on weighted probabilities for a number of scenarios, which may include
base, adverse, and optimistic cases. The probabilities are adjusted based on
historical data, forward-looking information, and management's assessment of
current economic conditions.
FINANCIAL LIABILITIES
All non-derivative financial liabilities are classified as other financial
liabilities and are initially measured at fair value, net of transaction
costs. Other financial liabilities are subsequently measured at amortised cost
using the effective interest rate method. Other financial liabilities consist
of borrowings and trade and other payables.
Financial liabilities are classified as current liabilities unless the Company
has an unconditional right to defer settlement of the liability for at least
12 months after the balance sheet date.
Borrowings with conversion option (warrants attached)
For borrowings that include a conversion feature (e.g., option to convert into
equity), the instrument is assessed in accordance with IAS 32 to determine the
appropriate classification of any liability and equity components.
Initial Recognition and Measurement
At initial recognition, the borrowing is separated into two components: (i)
the liability component, which reflects the present value of future cash flows
of the debt, and (ii) the equity component, representing the warrants or other
rights that allow conversion into a fixed number of the Company's equity
instruments. The equity component is recorded in a separate reserve within
equity.
Subsequent Measurement
The liability component is subsequently measured at amortised cost using the
effective interest method. The equity component is not remeasured after
initial recognition, in accordance with IAS 32.
OTHER FINANCIAL LIABILITIES, BANK AND SHORT-TERM BORROWINGS
Other financial liabilities, as categorised above, are initially measured at
fair value, net of transaction costs. Other financial liabilities are
subsequently measured at amortised cost using the effective interest method,
with interest expense recognised on an effective yield basis. Other financial
liabilities are classified as current liabilities unless the Company has an
unconditional right to defer settlement of the liability for at least 12
months after the balance sheet date.
REVENUE
IFRS 15 establishes a comprehensive framework for determining whether, how
much and when revenue is recognised. These steps are as follows:
identification of the customer contract; identification of the contract
performance obligations; determination of the transaction price; allocation of
the transaction price to the performance obligations; and revenue recognition
as performance obligations are satisfied.
Under IFRS 15, revenue is recognised when performance obligations are met.
This is the point of delivery of goods to the customer. Revenue is measured at
the fair value of consideration received or receivable from sales of diamonds
and tantalite to an end user, net of buyer's discount, treatment charges,
freight costs and value added tax. The application of the standard including
the five-step approach has not resulted in any changes to the timing of
recognition of revenue in the current or any prior period.
Share-based payments
Equity-settled share-based payments to employees and others providing similar
services are measured at the fair value of the equity instrument at the grant
date. Fair value is measured by use of the Black-Scholes model. Where the
value of the goods or services received in exchange for the share-based
payment cannot be reliably estimated the fair value is measured by use of a
Black-Scholes model. The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight-line basis over
the vesting period, based on the Group's estimate of shares that will
eventually vest.
Equity-settled share-based payment transactions with other parties are
measured at the fair value of the goods and services received, except where
the fair value cannot be estimated reliably, in which case they are measured
at the fair value of the equity instruments granted, measured at the date the
entity obtains the goods or the counterparty renders the service.
All equity-settled share-based payments are ultimately recognised as an
expense in the consolidated statement of comprehensive income with a
corresponding credit to "Share-based payments reserve".
Upon exercise of share options, the proceeds received net of attributable
transaction costs are credited to share capital, and where appropriate share
premium. No adjustment is made to any expense recognised in prior periods if
share options ultimately exercised are different to that estimated on vesting
or if the share options vest but are not exercised. When share options lapse
or are forfeited the respective amount recognised in the Share-based payment
reserve is reversed and credited to accumulated profit and loss reserve.
EARNINGS PER SHARE
Basic earnings per share (EPS) is calculated by dividing: the profit
attributable to owners of the Company, excluding any costs of servicing equity
other than ordinary shares; by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary
shares issued during the year and excluding treasury shares (note 11).
Diluted EPS adjusts the figures used in the determination of basic EPS to take
into account the after-income tax effect of interest and other financing costs
associated with dilutive potential ordinary shares, and the weighted average
number of additional ordinary shares that would have been outstanding,
assuming the conversion of all dilutive potential ordinary shares.
Diluted EPS considers the potential dilution that would occur if convertible
instruments or contracts to issue shares were converted into ordinary shares.
SEGMENTAL ANALYSIS
Under IFRS 8 operating segments are considered to be components of an entity
about which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to allocate
resources and assessing performance. The Company's chief operating decision
maker is the Board of Directors. At present, and for the period under review,
the Company's reporting segments are the holding company, Heavy Mineral Sands
activities and the diamond mining operations in South Africa.
3. Critical Accounting ESTIMATES AND Judgements
In the application of the Group's accounting policies, which are described in
Note 2, the Directors are required 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 various other factors that
are believed to be reasonable under the circumstances, the results of which
form the basis of making the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates.
Carrying value and classification of mines under construction (Note 12)
The Group reviews its mines under construction for indicators of impairment at
least annually, and management exercises significant judgement in making this
assessment. The carrying amounts of the mines under construction are allocated
to cash generating units ("CGUs") being DBM and WHM. The recoverable amounts
of these CGUs are determined based on value in use (VIU) calculations, which
require management to make estimates and assumptions. Key considerations
include offtake terms and conditions, projected commodity prices, expected
product grades, operating costs, discount rates, expected margins and future
capital requirements. These assumptions are inherently uncertain, and changes
in circumstances could materially affect the recoverable amounts.
The VIU calculations are based on cash flow projections covering a period of
10 years, which management considers appropriate given the expected life of
the mines and the time required to realise the economic benefits from ongoing
capital investment. Management believes this period accurately reflects the
economic lifecycle of the CGUs, especially considering the regenerative impact
of wave and tidal actions. The cash flow projections also take into account
anticipated production ramp-up schedules, regulatory and permitting
requirements, and potential variations in operating efficiency.
As at 30 June 2025, the mines were not yet in commercial production, and no
sales had been recognised. Although commercial production was imminent,
insufficient continuous operations had been achieved to meet the criteria for
revenue recognition. First sales had initially been expected to commence by
March 2025 but commencement had been delayed due to evolving off-take
requirements, which impacted financing arrangements.
As at 30 June 2025, work at the DBM diamond project was underway to improve
operational efficiencies and increase recoveries of diamonds. Following the
year-end, diamond recoveries were achieved. The performance of the is being
monitored to assess the suitability of the ongoing classification as MUC, or
whether reclassification as PPE would be required. As at 30 June 2025, the DBM
plant was assessed by management to be MUC.
Whale Head Minerals' Walviskop Heavy Minerals Sands project involves the
'mining' of sands, which are created as a byproduct of the DBM diamond
operation. In 2023, the radiation level of the sands was identified to be
higher than the permitted range. A permit to handle radioactive material was
received from the NNR in August 2024 and WHM has subsequently received and
passed an inspection by the NNR.
During the year ended 30 June 2025, WHM had entered into an offtake agreement
with Fujax South Africa (Pty) Ltd ("Fujax"). It transpired that a higher
cut-off grade was required in order for Fujax to make the intended sales, and
this required further refinement of the WHM processing plant, and production
was suspended whilst the necessary changes were made.
Management therefore considers that it is appropriate to classify the WHM
processing plant as Mines Under Construction.
The Group continually monitors and updates its cash flow forecast on both
Group and legal-entity bases, applying the latest available information as
regards operations and key inputs such as offtake terms and conditions,
commodity prices or sales forecasts, production rates, operating costs, and
projected capex requirements. In reviewing the carrying value of 'mines under
construction', the Board has considered the present value of expected future
cash flows, discounted at a rate of 14%, which has been determined prudently
at a significant premium to the 10-year South Africa Bond yield rate.
Investment in subsidiaries
Investments in subsidiaries are initially recognised at cost less accumulated
impairments. Details of the investments are listed in Note 14.
Upon acquisition, any excess of the total consideration transferred over the
net of the acquisition-date amounts of the identifiable assets acquired and
liabilities assumed is recognised under mines under construction.
The Group performs an assessment, at least annually, to determine whether
there are any indicators of impairment in accordance with IAS 36. Where such
indicators exist, the recoverable amount of the investment is estimated using
value-in-use models for each subsidiary. Any potential impairments to the
investments in subsidiaries are measured in line with the impairment of mines
under construction in the paragraph above.
Loss of Control and recoverability of proceeds from disposal of Aftan
In December 2022, the Company agreed to dispose of its interest in 100% of the
issued share capital of subsidiary African Tantalum Pty Ltd ("Aftan") to Hebei
Xinjian Construction CC ("Hebei"). On 4 January 2023, Dennis Edmonds resigned
as a director of Aftan and each of its subsidiaries, following which Kazera
has no control of the Board, operations or finances of Aftan and there is no
shareholder or relationship agreement in place through which Kazera can exert
control. Kazera is unable to compel the provision of such detailed financial
information from Aftan to enable it to consolidate Aftan's financial
information as it has no operational control and no right to receive
operational accounting information. Furthermore, (without prejudice, and
notwithstanding its ongoing contractual breach) Hebei has the power to compel
the final transfer of the issued share capital by making the final payment and
the remaining completion elements under the terms of the sale and purchase
agreement ("SPA") between the parties.
As a result of the loss of control of Aftan, that Company's financial
statements were deconsolidated from the Group in the year ended 30 June 2023.
On 7 May 2025, the Company announced that it had received a comprehensive and
favourable ruling in binding arbitration proceedings against Hebei, with a
total award of c. US$11.9 million plus costs ("the Award"). As 30 June 2025,
the Company was proceeding to secure a High Court ruling as the next step in
recovering the funds. The Directors acknowledge that, as at 30 June 2025, no
assurance can be given that the Award will be recovered, and there remains a
risk that the High Court of Namibia does not order the enforcement of the
arbitrator's ruling
If the transaction is terminated due to non-payment of the disposal proceeds
the loan to Aftan may need to be reinstated; the amounts received to date
would be treated as repayment of this loan and the deferred consideration
would need to be written off.
Although Xinjian was in breach of the SPA, and the arbitrator has ruled in
favour of Kazera, as at the date of these financial statements the directors
consider that the amounts due from Xinjian remain recoverable. As a matter of
prudence in accordance with accounting principles, and without prejudice to
its likely success at the High Court or any other claim that may arise
thereafter, the Company has recorded a cumulative provision of the
receivable by £3,812k (2024: £1,345k). This amount has been determined by
considering a number of possible scenarios and their likely outcomes. More
details are provided in Note 20.
Recoverability of intragroup loans
Significant judgment has been exercised by the directors in assessing the
recoverability of intragroup loans. The Company has provided financial
assistance to its subsidiaries in the form of loans. These loans are assessed
for recoverability annually.
The determination of recoverability involves estimating the future cash flows
expected to be received from the subsidiaries, considering their financial
position, profit projections, and external market conditions. The directors
have considered the expected credit losses in accordance with IFRS 9,
considering the likelihood of a number of scenarios to weight the expected
credit loss in each of them. Based on these assessments, management has
recognised in the Parent company statement of comprehensive income a credit
loss provision of £15k (2024:2024), which lead to a cumulative credit loss
provision in respect of intragroup loans of £213k (2024:£198k).£
Given the inherent uncertainties in predicting future events and behaviours,
this judgment is subject to estimation uncertainty. Any changes in the
financial condition of the subsidiaries, or in the economic conditions under
which they operate, could impact the estimated recoverability of these loans,
which may require adjustments to their carrying values in future periods.
Valuation of share options
The valuation of the options involves making a number of critical estimates
relating to price volatility, future dividend yields, expected life of the
options and forfeiture rates. These assumptions and valuation methodology
adopted have been described in more detail in Note 22. The estimates and
assumptions could materially affect the Statement of comprehensive income.
Compound financial instruments - classification and valuation of loan notes
liability and equity components
In August 2024, the Company entered into loan facility agreements with each of
its two largest shareholders, Richard Jennings and Tracarta Limited, pursuant
to which they agreed to provide the Company with unsecured term loan
facilities of £150k and £350k respectively. Under IAS 32, the loan
agreements contain both debt and equity components. The liability component
represents the host debt liability while the equity component comprises the
conversion option arising from the holder's right to convert the fixed coupon
interest into equity in the Company, together with any warrants attached to
the loan notes. The valuation of these instruments requires significant
judgment and estimation, particularly in determining the fair value of the
liability component at initial recognition and in subsequent measurement.
The liability component is measured using a discounted cash flow model, which
involves estimating future cash flows and applying an appropriate market
discount rate. The discount rate is determined based on comparable market
instruments and reflects the credit risk of the issuer at the time of
issuance. The discount rate applied for the calculation is 14.12% and reflects
the market rate for a similar debt instrument, considering the credit risk,
term, currency, and other relevant factors of the loan.
The equity component as described above, representing the holder's option to
convert the loan and fixed interest into a fixed number of the Company's
Ordinary shares, is calculated as the residual amount after deducting the fair
value of the liability component from the total proceeds received.
These estimates are sensitive to changes in market conditions and assumptions.
A change in the discount rate assumption or projected cashflows could
materially affect the carrying value of the convertible loan and the related
profit or loss impact.
Mine rehabilitation
Management has considered whether provision is required for mine
rehabilitation as at 30 June 2025.
In respect of beach mining operations, once the sands have been screened and
valuable elements have been separated, the screened material is returned to
the beach and is distributed naturally by the repetitive action of waves and
the tide.
The land mining operation follows ancient surf zones or river courses and is
carried out by way of trenching where the overburden is removed and reserved
to one side until the diamond bearing layer of gravel below is reached. The
diamond bearing gravel is removed and screened for diamonds. Screened gravel
is then returned to the trench and re-covered with topsoil throughout the
routine course of mining, effectively encompassing rehabilitation within the
cost of mining.
It has therefore been determined that at the present time, in view of the
current stage and nature of mining operations, no provision for mine
rehabilitation should be required.
4. Segmental Reporting
In accordance with IFRS 8 'Operational Segments,' the Group determines and
presents operating segments based on the information that is provided
internally to the Executive Directors, who are the Group's chief operating
decision makers ("CODM"). The operating segments are aggregated if they meet
certain criteria.
Identification of Segments:
An operating segment is a component of the Group that engages in business
activities from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with any of the Group's
other components, and is:
· Expected to generate revenues and incur expenses.
· Regularly reviewed by the CODM to make decisions about resources
to be allocated to the segment and assess its performance.
· For which discrete financial information is available.
Based on the above criteria, the Group has identified its reportable segments
as being business activity and geographic. Business activity is divided into:
· holding company expenses
· Heavy mineral sands mining activities and
· diamond mining activities
The Group's profit/(losses) and net assets by primary business segments are
shown below.
Segmentation by continuing business
Loss before income tax Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
Holding company (3,546) (3,021)
Diamond mining activity (396) (110)
Mineral sands mining activity (547) (193)
Operating loss (4,489) (3,324)
Net finance income 309 407
Group loss for the year (4,180) (2,917)
Net assets /(liabilities) Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
Holding company 6,676 9,567
Diamond mining activity (1,840) (1,331)
Heavy Mineral Sands mining activity (854) (317)
Group net assets 3,982 7,919
Segmentation by geographical area
Operating loss Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
United Kingdom (3,004) (3,021)
South Africa (1,176) (303)
Group loss for the year (4,180) (3,324)
Net assets Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
United Kingdom 6,762 9,567
South Africa (2,780) (1,648)
Total group net assets 3,982 7,919
5. Revenue
Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
Revenue from external customers - 6
Revenues of £6k in FY2024 were derived from sales of diamonds during the
first half of the 2024 financial year. There were no diamond sales in FY2025.
6. Operating Loss
Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
Loss for the period has been arrived at after charging:
Staff costs as per Note 9 below 521 590
ELC provision on financial asset 2,467 1,345
Auditor' remuneration 55 83
Depreciation of property, plant and equipment 109 58
7. Finance Charges/INCOME
Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
Loan interest payable (77) -
Loan interest payable on Fujax loan (41) -
Interest income 427 407
309 407
£423k (2024: £404k) of the interest income relates to the deferred
consideration and loan receivable from the sale of Aftan.
8. Auditor Remuneration
Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
Fees payable to the Group's auditors for the audit of the Group's annual 55 83
accounts
Total audit fees 55 83
9. Staff Costs
The average monthly number of employees (including executive directors) for
the continuing operations was:
Year ended Year ended
30 June 2025 30 June 2024
Number Number
Group total staff 26 24
£'000 £'000
Wages and salaries 437 506
Other benefits 25 19
Social security costs 59 65
521 590
Directors' emoluments
An analysis of the Directors' emoluments and pension entitlements and their
interest in the share capital of the Company is contained in the Directors'
Remuneration Report on page 26 accompanying these financial statements. All
emoluments are short term in nature and the Directors are considered to be key
management personnel.
10. Taxation
The reasons for the difference between the actual tax charge for the year and
the standard rate of corporation tax applied to profits for the year are as
follows:
Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
Analysis of income tax expense:
Current tax on profits for the year - -
Deferred tax - -
Total income tax expense - -
Loss before tax from continuing operations (4,180) (2,917)
(Loss)/profit before tax for the year (4,180) (2,917)
Tax using the Company's domestic tax rate of 25% (2024: 25%) (1,045) (729)
Effects of:
Expenses not deductible for tax purposes 708 454
Unutilised tax losses carried forward 361 285
Effect of difference between local and UK tax rate (24) (10)
Tax charge for period - -
The taxation charge in future periods will be affected by any changes to the
corporation tax rates in force in the countries in which the Group operates.
Losses from the previous period have been carried forward. A deferred tax
asset has not been recognised in the financial statements due to the
uncertainty of the recoverability of the amount.
At the balance sheet date the Group had unused tax losses of £7,303k (2024:
6,942k).
In December 2021, the OECD/G20 Inclusive Framework on BEPS released model
rules for the implementation of a global minimum tax (Pillar Two) at a rate of
15%, effective for fiscal years beginning on or after 1 January 2025. The
Group has considered the potential impact of these rules on its tax
obligations. Given that the corporate income tax rate in South Africa, where
the Group primarily operates, is above the 15% minimum threshold, management
does not expect the introduction of Pillar Two to have a material impact on
the Group's effective tax rate or deferred tax balances. The Group will
continue to monitor developments related to this reform to assess any
potential future implications.
11. Earnings Per Share
The calculation of basic earnings per share is based on the following data:
Year ended Year ended
30 June 2025 30 June 2024
£'000 £'000
Profit/(loss) for the year attributable to owners of the Company
From continuing operations (4,019) (2,823)
Weighted average number of ordinary shares in issue for basic and fully 959,271,246 936,599,523
diluted earnings
EARNINGS PER SHARE (PENCE PER SHARE)
BASIC AND FULLY DILUTED: (0.42) (0.30)
The Company has outstanding warrants and convertible loan notes (Note 19), and
share options (Note 22) which may be dilutive in future periods. Share
options, warrants and rights to convert the convertible loan notes had
no-dilutive effect on the basic loss per share.
12. Mines under Construction
Construction in progress Mining Total
licences
GROUP £'000 £'000 £'000
At 1 July 2023 703 46 749
Additions 60 - 60
Exchange translation difference 5 - 5
At 30 June 2024 768 46 814
Additions 39 - 39
Exchange translation difference (9) - (9)
At 30 June 2025 798 46 844
The assets included in the category Mines Under Construction "Construction in
progress" are predominantly of tangible nature and will be reclassified to
"Property, Plant and Equipment (producing mine assets)" and depreciated over
their relevant expected useful life, once the construction is complete and
commercial production commences.
13. Property, Plant and Equipment
Land & buildings Plant & machinery Total
GROUP £'000 £'000 £'000
Cost
At 1 July 2023 184 460 644
Exchange translation difference - 28 28
Additions - 525 525
Cost at 30 June 2024 184 1,013 1,197
Exchange translation difference - (67) (67)
Additions - 71 71
Cost at 30 June 2025 184 1,017 1,201
Depreciation
At 1 July 2023 - 113 113
Exchange translation difference - (3) (3)
Charge for the year - 81 81
Depreciation at 30 June 2024 - 191 191
Exchange translation difference - (16) (16)
Charge for the year - 109 109
Depreciation at 30 June 2025 - 284 284
Net book value at 30 June 2025 184 733 917
Net book value at 30 June 2024 184 822 1,006
The additions during the year related mainly to the purchase or upgrade of
plant and machinery including the installation of spirals, upgrade of the
trommel screen, pulsating jig, and FlowSort.
14. Investment in Subsidiary Undertakings
The Company's investments in its subsidiary and associated undertakings
COMPANY Total
£'000
Cost and net book value
As at 1 July 2023 784
As at 30 June 2024 784
10% increase in interest in DBM and WHM subsidiaries 385
As at 30 June 2025 1,169
All principal subsidiaries of the Group are consolidated into the financial
statements.
On 3 August 2024, Kazera entered into an agreement with Tectonic Gold PLC
("Tectonic") to purchase Tectonic's 10% shareholdings in each of DBM and WHM
together with Tectonic's economic interest in loans to WHM's Black Economic
Empowerment ("BEE") partners. The loans have a book value of ZAR 600 million
and the terms of the loans provide for their repayment through the set-off of
80% of any future dividends paid by WHM, until such time as the balance has
been extinguished. As loan repayments are linked to future dividends from WHM,
there is a significant uncertainty in cash flow timing and amount. These loans
were fair valued at the date of the acquisition of £1.3k and are shown within
the Long-term other debtors in the Group consolidated Statement of Financial
Position (Note 15).
Following the acquisition of the additional 10% shareholding in DBM, Kazera
has a 100% direct legal interest in DBM, of which 64% is held beneficially by
Kazera and 26% is held on behalf of BEE Partners.
Following the acquisition of the additional 10% shareholding in WHM, Kazera
has a 70% legal and beneficial interest in WHM.
The agreement with Tectonic provided that the total consideration of USD
500,000 (£386k) was payable as follows:
• USD 150,000 (circa £115k) payable within 10 days of signature
of the Agreement for the sale and purchase of the Assets (Completion);
• USD 350,000 (circa £271k) payable within 45 days of Completion
(subject to the Company having the necessary shareholder authorities to allot
shares) by way of the issue of 27,110,947 shares in the Buyer with a deemed
value of 1 pence per share (the Consideration Shares);
• The Consideration Shares shall be subject to a Lock In for a
period of 6 months from Completion followed by a further period of 12 months
during which the Seller agrees to dispose of the Consideration Shares on an
orderly market basis.
On 30 June 2025, the legal shareholding in the subsidiaries were as follows:
Subsidiary undertakings Country of registration Principal activity Holding 30 June 2025 30 June 2024
Whale Head Minerals (Pty) Ltd ((1)) South Africa Mining Licence holder Ordinary shares 70% 60%
6 Reier Avenue
Alexander Bay
Northern Cape
8290
South Africa
Deep Blue Minerals (Pty) Ltd ((1)(2)) South Africa Mining Licence holder Ordinary shares 100% 90%
6 Reier Avenue
Alexander Bay
Northern Cape
8290
South Africa
((1)) Companies incorporated in South Africa are required to comply with
Broad-Based Black Economic Empowerment (B-BBEE) regulations.
((2)) 26% of the shares in Deep Blue Minerals (Pty) Ltd are reserved for Black
Economic Empowerment partners, and therefore Kazera's ultimate beneficial
interest in Deep Blue Minerals (Pty) Ltd is 74%.
15. Long Term Loan RECEIVABLES
GROUP COMPANY
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Intragroup receivables - - 2,637 2,446
Other receivables 1 - 1 -
1 - 2,638 2,446
Company Loan to Deep Loan to Whale Head Minerals Total
Blue Minerals £'000 £'000
£'000
As at 1 July 2023 1,071 536 1,607
Increase in loan 505 532 1,037
ECL provision (118) (80) (198)
As at 30 June 2024 1,458 988 2,446
Increase in loan 128 200 328
Interest 210 - 210
Repayments - (332) (332)
ECL provision (25) 10 (15)
As at 30 June 2025 1,771 866 2,637
The total ECL provision is £4,026k (2024: £1,543k), of which £213k (2024:
£198k) relates to DBM and WHM. The remaining amount of £3,812k (2024:
£1,345k) relates to the Aftan receivable as described in note 16 below. Given
the nature of these receivables, management have deemed it appropriate to
classify and present these as non-current/long-term debtors. Long term
receivable are all due 12 months after the end of the reporting period.
16. Short term Trade and Other Receivables
GROUP COMPANY
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Prepayments and accrued income 2 10 2 10
Other receivables 3,848 6,259 3,787 6,184
3,850 6,269 3,789 6,194
SALE OF AFTAN
Included in other receivables is £3,697k (2024: £6,107k) with respect to
amounts due on the sale of Aftan, net of ECL. See note 3 and CEO's Review.
Group and Company Gross, ECL, Total
£'000 £'000 £'000
At 1 July 2023 8,501 - 8,501
Cash received (1,059) - (1,059)
Interest 404 - 404
FX (394) - (394)
Gross receivable 7,452 - 7,452
ECL provision - (1,345) (1,345)
At 30 June 2024 7,452 (1,345) 6,107
Cash received -
Interest 423 - 423
FX (366) - (366)
Gross receivable 7,509 (1,345) 6,164
ECL provision - (2,467) (2,467)
At 30 June 2025 7,509 (3,812) 3,697
Expected Credit Loss (ECL) calculation
The Group has calculated an expected credit loss (ECL) provision for the
receivable from the sale of Aftan. The gross carrying amount of this
receivable is £7,509k (2024: £7,452k), and an ECL provision of £3,812k
(2024: £1,345k) has been recognised to reflect management's estimate of
potential credit losses under IFRS 9.
The ECL provision was calculated using a probability-weighted approach that
considers various recovery scenarios, each assigned a probability based on
management's best estimates. Under IFRS 9, the Company is required to consider
the expected credit loss on the amounts to it by Hebei. This is a highly
subjective exercise and is based on management's best estimates. Three of the
possible scenarios considered at the previous year-end are now unlikely, and
there are now only two likely outcomes: either to reclaim the asset (as is
permitted under the terms of the agreement) or to pursue the enforcement of
the arbitrator's ruling by the high court.
Considering that the award given by the arbitrator is likely to be of greater
value than the reclaimed asset, this is the logical preferred scenario. The
expected recovery value in this scenario is therefore likely higher than in
the case of reclaiming the asset, but the practical challenges of enforcing a
high court ruling are such that, despite this being the preferred option, the
practical reality is that it is more likely that the company will need to
reclaim the asset and recover value in that way. Consequently, asset
reclamation has been assessed with a 90% likelihood, and enforcement of the
court order has been assessed with a 10% likelihood.
17. Cash and Cash Equivalents
GROUP COMPANY
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Cash and cash equivalents 155 61 54 51
Cash and cash equivalents (which are presented as a single class of asset on
the face of the balance sheet) comprise cash at bank and other short term,
highly liquid investments with a maturity of three months or less.
The Directors consider the carrying amount of cash and cash equivalents
approximates to their fair value.
18. Trade and Other Payables
GROUP COMPANY
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Current Liabilities
Trade payables 142 57 115 31
Other payables 41 13 32 1
Accruals 187 111 185 111
370 181 332 143
The Directors consider the carrying amount of trade payables approximates to
their fair value.
19. convertible loan notes
GROUP COMPANY
2025 2025 2024
2024
£'000 £'000 £'000 £'000
Liability component of convertible loan notes
At the start of the reporting year 50 - 50 -
Draw down on the loan 450 50 450 50
Interest expense 67 - 67 -
Repayments - - - -
Equity element of the convertible loan notes - reclassified at inception (14) - (14) -
At 30 June 553 50 553 50
On 27 June 2024, the Company entered into an unsecured loan agreement with
Richard Jennings for a facility of £50,000, repayable in a single payment on
30 October 2024. The loan was bearing a fixed interest of 5%, payable at the
time of repayment. Catalyse Capital Ltd and its related parties (including
Richard Jennings) is a substantial shareholder of the Company. Subsequently in
the current reporting period, this loan was added to and formed part of the
funds deemed to have been drawn under a convertible facility agreement with Mr
Jennings in August 2024.
On 9 August 2024, the Company entered into a debt facility agreement with each
of its two largest shareholders, Richard Jennings and Tracarta Limited,
pursuant to which they agreed to provide the Company with unsecured term loan
facilities of £150k and £350k respectively. Under the original Facility
Agreements, the loans were due for repayment on or before 30 October 2025.
The debt facility agreement with Tracarta Limited, structured as an unsecured
loan of £350k and the one with Richard Jennings for £150k were both carrying
a non-compounding fixed interest rate of 12% payable on maturity date of the
loan of 30 October 2025. The agreement as a part of the deal also included:
(a) Warrants on Principal: Warrants issued for 150% of the Commitment
Amount, exercisable at an exercise price of 1 pence per share in the amount of
84,975,000; and
(b) Warrants for Accrued Interest: At the lender's option, accrued
interest may be settled through the issuance of additional warrants at the
same exercise price.
The 9 August 2024 convertible loans were classified as compound financial
instrument, containing both liability and equity components. The loan was
convertible into a fixed number of 84,975,000 shares, expressed in exact
number of warrants granted with the loan and that number was explicitly stated
in the loan agreement.
The liability component was initially measured using a discounted cash flow
model, which involves estimating future cash flows and applying an appropriate
market discount rate. The discount rate is determined based on comparable
market instruments and reflects the credit risk of the issuer at the time of
issuance. The Company applied a discount rate of 14.12% being the Company's
cost of capital.
The liability component is subsequently carried at amortised cost using
effective interest rate method. Total interest charge related to the
convertible loans in 2025 was £67k (2024: £nil). It is included in Finance
expense line in the statement of comprehensive income and was calculated
applying effective interest rate of 14.23% to the liability component.
The equity component, representing the holder's options to convert the loan
into equity (including the conversion option on the fixed coupon interest and
the warrants), is calculated as the residual amount after deducting the fair
value of the liability component from the total fair value of the
consideration received.
Equity component of convertible loan notes
The total number of warrants issued with the two convertible loans described
above as at 30 June 2025 is as follows:
Share Warrants
Exercise Price Grant Date Expiry date 1 July 2024 Issued Exercised Lapsed 30 June 2025
£0.01 09/08/2024 08/08/2029 - 84,975,000 - - 84,975,000
- 84,975,000 - - 84,975,000
The weighted average contractual life of the warrants subsisting as at 30 June
2025 was 4 years (2024: nil).
During the reporting period no warrants were converted (2024: nil).
The Company and the Lenders have agreed to extend the repayment date to 30
April 2026, in order to provide continued financial flexibility as the Company
advances its operations. Fixed interest of 10%, will be accruing post 30
October 2025 over both the principal and accrued interest (Note 25).
20. other BORROWINGS
GROUP COMPANY
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Other borrowings
At the start of the reporting year - - - -
Borrowings drawn down 893 - 45 -
Interest accrued 47 - 6 -
Repayments (49) - (49) -
Loss on foreign exchange rate change (29) - - -
At 30 June 862 - 2 -
Fujax loan facility
The initial sale by the Company's subsidiary, Whale Head Minerals (Pty) Ltd,
under the offtake agreement with Fujax South Africa (Pty) Ltd, was announced
on 1 April 2025. It transpired that a higher cut-off grade was required in
order for Fujax to make the intended sales, and this required further
refinement of the WHM processing plant, and production was suspended whilst
the necessary changes were made. It is therefore not appropriate for WHM to
record the funds received as revenue or a prepayment as at the reporting date,
and they have been treated as a loan as at 30 June 2025. At such time as the
final terms of the offtake have been finally determined in accordance with
INCOTERMS, the accounting treatment of the funds advanced will be reviewed.
The loan carries an interest of 4.25-9.96 percent per annum depending on the
timing of each tranche being outstanding. The principal outstanding at 30 June
2025 was £859k (2024: £nil) and includes accrued interest of £41k (2024:
£nil), which has been included in the line "Financial income/expense" in the
Consolidated statement of comprehensive income.
Tracarta Loan
On 14 October 2024, the Company entered into a debt facility agreement ("the
Facility Agreement") with one of its two largest shareholders, Tracarta
Limited, pursuant to which they agreed to provide the Company with unsecured
term loan facilities of £45k. This loan was repaid on its maturity, together
with all interest that have accrued, on 14 April 2025.
21. Share Capital and Share Premium
No. Ordinary shares Deferred shares Share Capital Share Premium
of 0.1p each of 0.9p each £'000 £'000
Total as at 1 July 2023 936,599,523 286,561,208 3,516 17,556
Share issues - - - -
Total as at 30 June 2024 936,599,523 286,561,208 3,516 17,556
Share issues (non-cash) 27,110,947 - 27 244
Options exercised 20,000,000 - 20 307
Total as at 30 June 2025 983,710,470 286,561,208 3,563 18,107
During the year, £186k (2024: £nil) was raised in cash from the exercise of
the share options.
Non-cash transaction: 27,110,947 shares were issued to Tectonic as a part the
acquisition of the additional 10% interest in each of the Company's two
subsidiaries (Note 14).
Reserves
The Group's reserves are made up as follows:
Share capital:
Represents the nominal value of the issued share capital.
Share premium account: Represents amounts received in
excess of the nominal value on the issue of share capital less any costs
associated with the issue of shares.
Capital redemption reserve: Reserve created on the redemption of the
Company's shares
Share option reserve: Reserve created for the
equity settled share option scheme (see note 22).
Equity component of the
convertible loan reserve: Reserve created for the equity
element of the convertible loans
Currency translation reserve: Reserve arising from the translation of
foreign subsidiaries at consolidation. The total movement in the foreign
currency translation reserve was presented in both the Statement of Changes in
Equity and in Other Comprehensive Income in the current year. During the prior
year, this movement was presented in the Statement of Changes in Equity.
Retained earnings: Represents
accumulated comprehensive income for the year and prior periods.
22. Share-based payments
Equity-settled share option scheme
The Company operates share-based payment arrangements to incentivise directors
by the grant of share options.
Equity-settled share-based payments within the scope of IFRS 2 are measured at
fair value (excluding the effect of non-market based vesting conditions) at
the date of grant. The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight-line basis over
the vesting period, based on the Company's estimate of shares that will
eventually vest and adjusted for the effect of non-market based vesting
conditions. The total share-based payment expense recognised in the Statement
of comprehensive income for the year ended 30 June 2025 in respect of the
share options granted was £nil (2024: £nil). No new share-based payments
were granted in the reporting year (2024: nil).
Share options
Exercise Price (p) Grant Date Expiry Date 1 July 2024 Issued Exercised Lapsed 30 June 2025
£0.0175 20/12/2018 20/12/2024 3,400,000 - - (3,400,000) -
£0.0100 04/06/2020 03/06/2025 5,000,000 - (5,000,000) - -
£0.0100 04/06/2020 03/06/2025 5,000,000 - (5,000,000) - -
£0.0100 04/06/2020 03/06/2025 5,000,000 - - (5,000,000) -
£0.0100 04/06/2020 03/06/2025 10,000,000 - (10,000,000) - -
£0.0100 08/07/2022 08/07/2027 3,000,000 - - - 3,000,000
£0.0100 18/07/2022 18/07/2027 4,000,000 - - - 4,000,000
£0.0100 03/11/2022 06/05/2027 15,000,000 - - - 15,000,000
£0.0100 03/11/2022 06/05/2027 1,500,000 - - - 1,500,000
£0.0100 11/05/2023 11/05/2028 3,000,000 - - - 3,000,000
£0.0100 11/05/2023 11/05/2028 1,000,000 - - - 1,000,000
Total 55,900,000 - (20,000,000) (8,400,000) 27,500,000
As at 30 June 2025, the weighted average contractual life of the share options
in issue was 2 years (2024: 2 years).
23. Financial Instruments
The Group's financial instruments comprise borrowings, cash and various items,
such as trade receivables and trade payables that arise directly from its
operations. The main purpose of these financial instruments is to raise
finance for the Group's operations.
FINANCIAL ASSETS BY CATEGORY
Financial assets included in the Statement of financial position and the
headings in which they are included are as follows:
GROUP COMPANY
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Financial assets at amortised cost:
Cash and cash equivalents (Note 17) 155 61 54 51
Loans and receivables (Note 16) 3,850 6,269 3,789 6,194
Loans to subsidiaries - - 2,638 2,446
4,005 6,330 6,481 8,691
FINANCIAL LIABILITIES BY CATEGORY
Financial liabilities included in the Statement of financial position and the
headings in which they are included are as follows:
GROUP COMPANY
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Financial liabilities at amortised cost:
Trade and other payables (Note 18) 370 181 332 143
Convertible loan notes - liability component (Note 19) 553 50 553 50
Other borrowings (Note 20) 862 - 2 -
Total financial liabilities caried at amortised cost 1,785 231 887 193
The following tables details the Group's remaining contractual maturity for
its non-derivative financial liabilities with agreed repayment periods. The
table has been drawn up based on the undiscounted cash flows of financial
liabilities based on the earliest repayment date on which the Group can be
required to pay. The table includes both interest and principal cash flows. To
the extent that interest flows are floating rate, the undiscounted amount is
derived from the interest rate curves at the balance sheet date. The
contractual maturity is based on the earliest date on which the Group may be
required to pay. Repayment of the Fujax loan has been reflected prudently as
being immediately repayable, however it is expected that commercial terms will
be agreed with Fujax in due course as WHM's operations ramp up during 2026.
Group Less than 1-3 months 3 months 1-5 years Over 5 years
1 month to 1 year Total
£'000 £'000 £'000 £'000 £'000 £'000
30 June 2024
Non-interest bearing:
Trade and other payables - 181 - - - 181
Interest-bearing:
Short term borrowings - - 50 - - 50
30 June 2025
Non-interest bearing:
Trade and other payables (Note 18) - 370 - - - 370
Interest-bearing:
Liability component of convertible loan (Note 19) 67 486 - - - 553
Other short-term borrowings (Note 20) 862 - - - - 862
Company Less than 1-3 months 3 months 1-5 years Over 5 years
1 month to 1 year Total
£'000 £'000 £'000 £'000 £'000 £'000
30 June 2024
Non-interest bearing:
Trade and other payables - 143 - - - 143
Short term borrowings - - 50 - - 50
30 June 2025
Non-interest bearing:
Trade and other payables (Note 18) - 331 - - - 331
Interest-bearing:
Liability component of convertible loan (Note 19) 67 486 - - - 553
Other short-term borrowings (Note 20) 2 - - - - 2
24. Risk Management Objectives and Policies
The Group is exposed to a variety of financial risks which result from both
its operating and investing activities. The Group's risk management is
coordinated by the Board of Directors and focuses on actively securing the
Group's short to medium term cash flows by minimising the exposure to
financial markets.
The main risks the Group are exposed to through its financial instruments and
the operations of the Group are credit risk, foreign currency risk, liquidity
risk and market price risk. These risks are managed by the Group's finance
function together with the Board of Directors.
Capital risk management
The Group's objectives when managing capital are:
· to safeguard the Group's ability to continue as a going concern,
so that it continues to provide returns and benefits for shareholders;
· to support the Group's growth; and
· to provide capital for the purpose of strengthening the Group's
risk management capability.
The Group actively and regularly reviews and manages its capital structure to
ensure an optimal capital structure and equity holder returns, taking into
consideration the future capital requirements of the Group and capital
efficiency, prevailing and projected profitability, projected operating cash
flows, projected capital expenditures and projected strategic investment
opportunities. Management regards total equity as capital and reserves, for
capital management purposes.
Credit risk
The Company's principal financial assets are bank balances and cash and other
receivables, which represent the Company's maximum exposure to credit risk in
relation to financial assets. The credit risk on liquid funds is limited
because the counterparties are banks with high credit ratings assigned by
international credit rating agencies.
As at 30 June 2025, the Group's maximum exposure to credit risk was £157k
(2024: £61k comprising cash and cash equivalents.
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter
difficulty in settling its debts or otherwise meeting its obligations related
to financial liabilities. The Group manages this risk through maintaining a
positive cash balance and controlling expenses and commitments. The Directors
are confident that adequate resources exist to finance current operations.
Foreign Currency risk
The Group undertakes transactions denominated in foreign currencies. Hence,
exposures to exchange rate fluctuations arise. At the year end the value of
assets denominated in these currencies was such that the resulting exposure to
exchange rate fluctuations was not material to the Group's operations. The
receivable due from the sale of Aftan is denominated in US dollars and
therefore presents a foreign currency exchange risk for the Group.
Exchange rate exposures are managed within approved policy parameters. The
Group has not entered into forward exchange contracts to mitigate the exposure
to foreign currency risk.
The table below details the split of the cash held as at 30 June 2025 between
the various currencies. The impact due to movements in the exchange rates is
considered to be immaterial.
Currency 2025, £ 2024, £
South African Rand 103,367 9,489
Great British Pounds 49,361 50,637
US Dollars 362 413
Petty cash 1,315 -
Total in GBP 154,405 60,539
Other financial assets
The Aftan receivable is USD-denominated. The carrying amount, net of ECL
provision, as at the reporting date was £3,697k (USD5,078k) (2024: £6,107k
(USD7,725k)) and was translated into GBP at the closing exchange rate of 1 GBP
= 1.3731 USD (2024: 1 GBP = USD 1.265). This receivable exposes the Group to
fluctuations in foreign exchange rates.
A hypothetical 10% strengthening of the USD against GBP as at the reporting
date would result in an increase in the carrying value of the receivable by
approximately £411k. Conversely, a 10% weakening of the USD against GBP would
result in a decrease in the carrying value of the receivable by approximately
£336k. This sensitivity analysis illustrates the potential impact of exchange
rate fluctuations on the receivable's value, assuming all other variables
remain constant.
Market Price risk
Going forwards the Group's exposure to market price risk mainly arises from
potential movements in the market price of Tantalite. The Group is managing
this price risk by completing a fixed price off-take agreement in respect of
the major part of its planned production.
25. Events After the Reporting Period
August 2025 - Exercise of Share Warrants
Kazera has received notice from warrant holders to exercise an aggregate of
9,575,000 warrants over ordinary shares of 0.1p each in the Company ("Ordinary
Shares") at an exercise price of 1p per Ordinary Share ("Warrants"). This
includes 4,000,000 warrants held by Tracarta Limited (a company of which John
Wardle, Chairman of Kazera, is the ultimate beneficial owner). Following the
Warrant Exercise and subject to Admission, Tracarta Limited will hold
75,400,000 warrants and have an interest in 86,681,095 Ordinary Shares,
representing 8.73% of the enlarged issued share capital of the Company.
October 2025 - Loan Extensions
The Company has agreed with its lenders, Richard Jennings and Tracarta Limited
(together, the "Lenders"), to extend the term of the unsecured loan facilities
originally entered into in August 2024 (the "Facility Agreements"), as
detailed in an RNS dated 9 August 2024. Under the original Facility
Agreements, the loans were due for repayment on or before 30 October 2025. The
Company and the Lenders have agreed to extend the repayment date to 30 April
2026, in order to provide continued financial flexibility as the Company
advances its operations. Fixed interest of 10%, accruing over both the
principal and accrued interest. A 10% reprofiling fee will be settled in cash
or, at the Company's discretion, through the issue of new ordinary shares. If
settled in shares, the issue price will be the lower of the price of any
shares issued in the next capital raise after this agreement or the five-day
volume weighted average price (VWAP) at the date of signing. Any such shares
will be issued either on the date of that capital raise or, if no raise
occurs, within 30 days of this agreement.
November 2025 - Fundraise
Kazera has secured commitments to subscribe for 87,666,666 new ordinary shares
of 0.1 pence each (the "Ordinary Shares" and such 87,666,666 Ordinary Shares
being the "Subscription Shares") at 1.5 pence per Subscription Share (the
"Subscription Price"). The Subscription has raised gross proceeds of
£1,315,000 (net proceeds of £1,300,000) and will drive the next growth phase
at Kazera's HMS and diamond operations, increasing capacity, enhancing
efficiency, and lifting profitability. The Subscription Price represents a
premium of 7.14 per cent. to the closing price per Ordinary Share on 7
November 2025. Each new share carries a three-for-two warrants over further
Ordinary Shares exercisable at 2.5 pence for 12 months.
December 2025 - Retail Offer
On 4 December 2025, the Company announced that it had raised a further
£262,407 from a retail offer to shareholders ("Retail Offer"). Under the
terms of the Retail Offer, the Company issued 17,493,818 new Ordinary shares,
and subject to shareholder approval, would issue each subscriber with share
warrants on a three-for-two basis.
26. Related Party Transactions
The remuneration of the Directors, who are the key management personnel of the
Company, is set out in the report of the Board on remuneration accompanying
these financial statements.
On 9 August 2024, the Company entered into a debt facility agreement with each
of its two largest shareholders, Richard Jennings and Tracarta Limited,
pursuant to which they agreed to provide the Company with unsecured term loan
facilities of £150k and £350k respectively. More details on these loans are
provided in the note 19.
On 15 October 2024, the Company announced that it had entered into a
short-term loan agreement with one of its largest shareholders, Tracarta
Limited, pursuant to which Tracarta provided the Company with an unsecured
term loan of £45k plus an arrangement fee of 8%. This loan was repaid April
2025; the arrangement fee was repaid following the year-end, in August 2025.
John Wardle, the ultimate beneficiary owner of Tracarta Limited and
non-executive Chairman of the Company, and Catalyse Capital Ltd & Related
Parties RS & CA Jennings, which is a significant shareholder in the
Company.
27. Notes supporting statement of cashflows
Reconciliation of net cash flow to movement in net debt
Group 2025 2024
£000 £000
Cash and cash equivalents 155 61
Liability component of convertible loan (553) (50)
Other short-term borrowings (862) -
Net debt (1,260) 11
Net increase in cash and cash equivalents in the period 95 (700)
Cash flows from decrease / (increase) in borrowings (1,294) (50)
Other non-cash changes (72) -
Change in net debt resulting from cashflows (1,271) (750)
Net debt at the start of the year 11 761
Net debt at the end of the year (1,260) 11
28. Ultimate Controlling Party
The Directors do not consider there to be one single ultimate controlling
party.
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