REG - Kazera Global PLC - Interim Results
31/03/2025 07:15
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RNS Number : 7960C Kazera Global PLC 31 March 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.
31 March 2025
Kazera Global plc
("Kazera" or the "Company")
Interim Results
Kazera Global plc (AIM: KZG), the AIM-quoted investment company, is pleased to
announce its unaudited interim results for the six months ended 31 December
2024.
Overview
Whale Head Minerals Pty Ltd ("WHM") Heavy Mineral Sands ("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 Perdevlei (2a), for an
initial mining area circa 34 times larger than WHM's existing Walviskop
project, which will allow a major escalation of operations;
· November 2024: Granted Environmental Authorisation for Perdevlei
concession;
· December 2024: Entered into an offtake agreement with US$600,000
prepayment. Commercial production of HMS progressing;
Deep Blue Minerals Pty Ltd ("DBM") Diamond Project
· Developed and installed an in-house diamond separation system,
including a Pulsating Jig and FlowSort machine;
· July 2024: Mining of diamond sands commenced at Deep Blue Minerals;
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 in
respect of the Aftan Sale Agreement;
· A final decision from the Arbitrator is expected shortly.
Corporate
· July 2024: Welcomed Catalyse Capital Ltd and its related parties as
largest shareholder;
· August 2024: Dr John Wardle joined the Board of Kazera in the role of
Non-Executive Chairman to strengthen board to support transition from a
developer to a producer;
· August 2024: Acquired Tectonic Gold PLC's 10% shareholdings in both DBM
and WHM increasing beneficial interests in WHM and DBM to 70% and 74%
respectively;
· August 2024: Dennis Edmonds, CEO, acquired 12,700,000 shares in the
Company;
· September 2024: Dennis Edmonds, CEO, acquired 3,300,000 shares in the
Company;
· Cash at 31 December 2024: £113k (2023: £684k).
Outlook
Kazera is at a pivotal moment, poised to begin receiving operational cash
flows from both its HMS and diamond projects in the coming weeks. If granted,
the mining right over the Perdevlei project in the coming months presents the
opportunity to deliver both significant scale to those operations and benefit
to the local community; the conclusion of the arbitration process in respect
of the sale of the Aftan project will, it is anticipated, provide a near-term
pathway to the receipt of final sales proceeds in respect of that asset.
Dennis Edmonds, CEO of Kazera Global commented:
"The past six months have been a period of significant progress for Kazera,
with key milestones achieved across our portfolio. From securing permits and
advancing commercial production at WHM, to strengthening our stakes in DBM and
WHM, we are well positioned for long-term growth. With commercial operations
now underway, a much larger area of operations in the pipeline, a strong
leadership team, and supportive major shareholders, we are on the cusp of a
transformational phase. The opportunities ahead are more exciting than ever,
and we remain focused on delivering value for our shareholders as we focus on
increasing margins and expanding production."
Kazera Global plc kazera@stbridespartners.co.uk (mailto:kazera@stbridespartners.co.uk)
Dennis Edmonds, CEO
Strand Hanson Limited (Nominated, Financial Adviser and Broker) Tel: +44 (0)207 409 3494
Christopher Raggett / Ritchie Balmer
St Brides Partners Limited (Financial PR) kazera@stbridespartners.co.uk (mailto:kazera@stbridespartners.co.uk)
Paul Dulieu / Isabel de Salis
About Kazera Global plc
Kazera is a global investment company focused on leveraging the skills and
expertise of its Board of Directors to develop early-stage mineral exploration
and development assets towards meaningful cashflow and production. Its three
principal investments are as follows:
Alluvial diamond mining through Deep Blue Minerals (Pty) Ltd, Alexander Bay,
South Africa
Kazera currently has a 100% direct interest in Deep Blue Minerals, of which
74% is held beneficially by Kazera and 26% is held on behalf of Black Economic
Empowerment partners.
Heavy Mineral Sands mining (including ilmenite, monazite, rutile, and
zircon) through Whale Head Minerals (Pty) Ltd, Alexander Bay, South Africa
Kazera currently has a 70% direct beneficial interest in Whale Head Minerals
together with the benefit of a loan facility entitling it to receive
approximately £38m out of dividends from the other shareholders.
Tantalite mining in South-East Namibia (divestment in progress)
As announced on 20 December 2022, Kazera agreed to dispose of African Tantalum
(Pty) Ltd ("Aftan") for a cash consideration of US$13 million plus a debenture
payment of 2.5% of the gross sales of produced lithium and tantalum for
life-of-mine. Completion of the sale is subject to receipt of full
consideration proceeds. Aftan has been deconsolidated from the Company's
financial statements with effect from 4 January 2023 because in accordance
with the terms of the sale agreement, Kazera has relinquished control of the
Aftan in favour of the purchaser, Hebei Xinjian Construction Close Corp
("Hebei Xinjian") with effect from that date. Kazera retains the right to
cancel the transaction and retain all amounts paid to date in the event of
default by Hebei Xinjian. The Company has now instituted legal proceedings
against Hebei for payment of the balance due to it.
The Company will consider additional investment opportunities as appropriate,
having regard to the Group's future cash flow requirements.
Condensed Consolidated Statement of Comprehensive Income
for the six-months ended 31 December 2024
Notes Six months ended Six months ended
31 December 31 December
2024 2023
Unaudited Unaudited
Continuing operations £'000 £'000
Revenue - 6
Cost of sales - (73)
Gross profit/(loss) - (67)
Administrative expenses (618) (499)
Foreign exchange (loss)/gain (10) (400)
Other expenses (38) (493)
Finance expense (98) -
Finance income 209 207
Operating loss before taxation (555) (1,252)
Income tax - -
Loss for the period (555) (1,252)
Total comprehensive income
Loss attributable to owners of the Company (493) (1,223)
Non-controlling interests (62) (29)
(555) (1,252)
Other comprehensive income
Exchange gains/(losses) on translation of foreign operations 61 (29)
Other comprehensive income for the period, net of tax 61 (29)
Total comprehensive income attributable to the owners of the Company (432) (1,252)
Non-controlling interests (62) (29)
(494) (1,252)
Earnings per share:
Basic and diluted loss per share (pence) 3 (0.05)p (0.13)p
Condensed Consolidated Statement of Financial Position
As at 31 December 2024
Notes 31 December 2024 31 December 2023 30 June
Unaudited Unaudited 2024
Audited
£'000 £'000 £'000
Non-current assets
Mines under construction 817 780 814
Property, plant and equipment 952 898 1,006
Other long-term receivables 1 - -
Total non-current assets 1,770 1,678 1,820
Current assets
Trade and other receivables 4 6,503 7,298 6,269
Cash and cash equivalents 113 684 61
Current assets 6,616 7,982 6,331
Total assets 8,386 9,660 8,151
Current liabilities
Trade and other payables 204 39 182
Deferred revenue 5 228 - -
Loans and borrowings 424 - 50
Total current liabilities 856 39 232
Total liabilities 856 39 232
Net assets 7,530 9,621 7,919
Equity attributable to owners of the parent
Share Capital 3,543 3,516 3,516
Share Premium 17,800 17,556 17,556
Capital redemption reserve 2,077 2,077 2,077
Share-based payments reserve 600 478 479
Foreign exchange reserve 416 394 355
Retained Earnings (16,749) (14,205) (15,805)
Equity attributable to owners of the Company 7,687 9,816 8,178
Non-controlling interests (157) (195) (259)
Total equity 7,530 9,621 7,919
Condensed Consolidated Statement of Changes in Equity
for the six-month period ended 31 December 2024
Unaudited Capital redemption reserve Share-based payment reserve Foreign exchange reserve Equity attributable to owners £'000 Non-controlling interests £'000
Share Capital Share Premium £'000 £'000 £'000 Retained earnings £'000
£'000 £'000 Total equity £'000
1 July 2023 3,516 17,556 2,077 574 423 (13,078) 11,068 (166) 10,902
(Loss) for the period - - - - - (1,223) (1,223) (29) (1,252)
Other comprehensive income:
Exchange movement on translation of foreign operations - - - -
(29) - (29) - (29)
Total comprehensive income for the period - - - - (29) (1,223) (1,252) (29) (1,281)
Transactions with owners:
Issue of share capital - - - (96) - 96 - - -
Total transactions with owners, recognised directly in equity - - - (96) - 96 - - -
Balance at 31 December 2023 3,516 17,556 2,077 478 394 (14,205) 9,816 (195) 9,621
Unaudited Capital redemption reserve Share-based payment reserve Foreign exchange reserve Equity attributable to owners £'000 Non-controlling interests £'000 Total equity £'000
Share Capital Share Premium £'000 £'000 £'000 Retained earnings £'000
£'000 £'000
1 July 2024 3,516 17,556 2,077 479 355 (15,805) 8,178 (259) 7,919
(Loss) for the period - - - - - (493) (493) (62) (555)
Other comprehensive income:
Exchange movement on translation of foreign operations - - - -
61 - 61 - 61
Total comprehensive income for the period - - - - 61 (493) (432) (62) (494)
Transactions with owners:
Issue of ordinary shares 27 244 - - - - 271 - 271
Options lapsed during the period - - - (98) - 98 - - -
Warrants granted during the period - - - 219 - - 219 - 219
NCI reduction related to increased interest in subsidiaries - - - - - (549) (549) 164 (385)
Total transactions with owners, recognised directly in equity 27 244 - 121 - (451) (59) 164 105
Balance at 31 December 2024 3,543 17,800 2,077 600 416 (16,749) 7,687 (157) 7,530
Condensed Consolidated Statement of Cash Flows
for the six-month period ended 31 December 2024
Six months to Six months to
31 December 31 December
2024 2023
Unaudited Unaudited
£'000 £'000
Cash flows from operating activities
(Loss) before taxation (555) (1,252)
Depreciation 41 40
Net foreign exchange 7 403
Interest receivable (209) (207)
Interest expense 98 -
Impairment loss on financial asset 38 493
Net cashflow before changes in working capital (580) (523)
Decrease/(increase) in receivables 22 (32)
Increase/(decrease) in payables 251 (155)
Net cash used in operating activities (307) (710)
Cash flows from investing activities
Purchase of property plant and equipment (14) (398)
Development costs (7) (29)
Acquisition of additional interest in the subsidiaries 6 (116) -
Interest received 1 -
Proceeds from the sale of investment - 1,060
Net cash generated from investing activities (136) 633
Cash flows from financing activities
Proceeds from new loans and borrowings 495 -
Net cash used in financing activities 495 -
Net decrease in cash and cash equivalents during the period 52 (77)
Cash at the beginning of period 61 761
Cash and cash equivalents at the end of the period 113 684
Notes to the condensed consolidated interim financial information
1 GENERAL INFORMATION
Kazera is public limited company incorporated and domiciled in the United
Kingdom; its Ordinary shares are quoted on AIM of the London Stock Exchange.
2 BASIS OF PREPARATION
The accounting policies, methods of computation and presentation used in the
preparation of the condensed consolidated interim financial information are
the same as those used in the Group's audited financial statements for the
year ended 30 June 2024. There have been no changes to the reported figures as
a result of any new reporting standards or interpretations.
The condensed interim financial statements have been prepared in accordance
with the requirements of the AIM Rules for Companies. As permitted, the
Company has chosen not to adopt IAS 34 "Interim Financial Statements" in
preparing this interim financial information. The condensed interim financial
statements should be read in conjunction with the annual financial statements
for the year ended 30 June 2024, which have been prepared in accordance with
international accounting standards in conformity with the Companies Act 2006.
The financial information set out in this interim report is unaudited and does
not constitute statutory accounts as defined in section 434 of the Companies
Act 2006. The Company's statutory financial statements for the period ended
30 June 2024, prepared under international accounting standards in conformity
with the Companies Act 2006, have been filed with the Registrar of
Companies. The auditor's report on those financial statements was
unqualified and did not contain a statement under section 498 (2) or (3) of
the Companies Act 2006.
Comparatives
The Group has presented comparatives for the statement of comprehensive
income, statement of cash flows and statement of changes in equity for the six
months ended 31 December 2023; and a statement of financial position as at 31
December 2023 and 30 June 2024 in accordance with the requirements of the AIM
Rules for Companies.
Risks and uncertainties
The Board continuously assesses and monitors the key risks of the business.
The key risks that could affect the Company's medium-term performance and the
factors that mitigate those risks have not substantially changed from those
set out in the Company's 2024 Annual Report and Financial Statements, a copy
of which is available on the Company's website, www.kazeraglobal.com
(http://www.kazeraglobal.com) .
Critical accounting estimates and judgements
The preparation of condensed interim financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the end of the reporting period. Significant items subject
to such estimates are set out in the Company's 2024 Annual Report and
Financial Statements. The nature and amounts of such estimates have not
changed during the interim period.
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
foreseeable future; in particular for the 12 months from the date of approval
of these financial statements and performed sensitivity analysis thereon. This
assessment includes consideration of the cash receipts arising from the
disposal of the Group's operations in Namibia, and in South Africa, the
Group's future plans, expenditure commitments, and cost reduction measures
that can be implemented and permitting requirements.
The Directors' estimates are dependent principally upon the Group's mining
operations coming into operation as planned and a solution found, to the
challenges experienced in receiving the remaining funds from the sale of
African Tantalum Pty Ltd. The Directors are confident that further funds could
be raised to meet any shortfall in the event that insufficient funds are
received timeously, or operations are delayed or underperform.
In view of the facts that the Group's mining operations are not yet in full
operation and the proceeds arising from the sale of the Company's former
subsidiary, African Tantalum Pty Ltd have not yet been received in full (as
further explained in Note 4 below), the Directors consider that a material
uncertainty exists as to the Company's ability to continue as a going concern.
3 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the loss attributable to
equity holders of the Company by the weighted average number of ordinary
shares in issue during the period.
Six months to Six months to
31 December 31 December 2023
2024
£'000 £'000
Loss from continuing operations attributable to equity holders of the Company (493) (1,223)
Weighted average number of ordinary shares in issue 948,747,598 937,164,911
Basic and fully diluted loss per share from continuing operations (0.05)p (0.13)p
4 TRADE AND OTHER RECEIVABLES
Six months to Six months to 30 June 2024
31 December 31 December 2023 Audited
2024
£'000 £'000 £'000
Trade receivables 3 - -
Aftan receivable 6,364 7,207 6,107
Other financial assets 65 65 65
VAT receivable 46 26 86
Prepayments and accrued income 25 - 11
6,503 7,298 6,269
Sale of Aftan
Included within 'other receivables' is £6,364k (2023: £7,207k) with respect
to the outstanding amounts due on the sale of Aftan.
In December 2022, the Company agreed to sell Aftan to Hebei Xinjian
Construction for US$13,000,000, such amount including the repayment of Aftan's
intercompany loan balance.
Whilst the sale transaction has not proceeded in accordance with the agreed
terms of the sale and purchase agreement, the directors remain confident that
the carrying value of the deferred consideration is appropriate.
The amount recorded in the Company's accounts in accordance with IFRS does not
include amounts that may be determined to be payable as a result of the
Company's ongoing arbitration process, or any subsequent legal action.
31 December 2024
£'000
As at 1 July 2024 6,107
Amounts received during the period -
Interest charged 208
Foreign exchange 87
Gross receivable 6,402
ECL provision (38)
As at 31 December 2024 6,364
5 DEFERRED REVENUE
On 13 December 2024, the Company announced that its subsidiary, WHM had signed
a sales and offtake agreement with Fujax South Africa (Pty) Ltd ("Fujax"), in
respect of which, £228k (US$300k) was prepaid to WHM, in December 2024.
6 ACQUSITION OF ADDITIONAL INTEREST IN SUBSIDIARIES
On 3 August 2024, the Company entered into an agreement with Tectonic Gold PLC
("Tectonic") to purchase Tectonic's 10% shareholdings in each of Deep Blue
Minerals (Pty) Ltd ("DBM") and Whale Head Minerals (Pty) Ltd ("WHM"), along
with Tectonic's economic interest in loans owed to it by WHM's Black Economic
Empowerment ("BEE") partners. Following this acquisition, Kazera's legal and
beneficial interest in WHM increased from 60% to 70%, and its legal interest
in DBM, from 90% to 100% (of which 74% is beneficial, and 26% is held by
Kazera on behalf of BEE partners).
The loans acquired as a part of the transaction were classified as fair value
through profit and loss (FVTPL) and recognised at fair value at the date of
transaction.
7 EVENTS AFTER THE REPORTING PERIOD
Following the period end, in January 2025, the Company received an additional
£228k (US$300k) from Fujax in respect of the sales and offtake agreement.
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