REG - Kefi Gold and Copper - Interim Results
29/09/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230929:nRSc0670Oa&default-theme=true
RNS Number : 0670O Kefi Gold and Copper PLC 29 September 2023
29 September 2023
KEFI Gold and Copper plc
("KEFI", or the "Company", or the "Group")
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2023
KEFI Gold and Copper plc (AIM: KEFI), the gold exploration and development
company with projects in the Democratic Republic of Ethiopia and the Kingdom
of Saudi Arabia, is pleased to announce its unaudited interim results for the
six months ended 30 June 2023.
The interim results for the Group encompass the activities of KEFI Minerals
(Ethiopia) Ltd ("KME"), Tulu Kapi Gold Mines Share Company ("TKGM") in
Ethiopia, and Gold & Minerals Ltd ("GMCO") in Saudi Arabia.
The Tulu Kapi Gold Project ("Tulu Kapi") is currently 95% beneficially owned
by KEFI through KEFI's wholly owned subsidiary KME. The Hawiah Copper-Gold
Project ("Hawiah"), the Jibal Qutman Gold Project ("Jibal Qutman") and other
Saudi projects are held by GMCO in which KEFI currently has a 26.8%
interest.
Both TKGM and GMCO are being developed by KEFI and its partners as separate
operating companies so that each can build a local organisation capable of
developing and managing long-term production and exploration activities, as
well as fully exploit future development opportunities.
Highlights
· In Ethiopia, the Company plans to launch Tulu Kapi in Q4 2023. KEFI
has now assembled, together with regional financiers, both the debt and equity
development capital of US$320 million, in addition to which the mining
contractor is supplying the required US$70 million mining fleet. TKGM is now
essentially fully permitted, with funding assembled and ready for the final
credit committee and board approvals of our banks and project investors.
· Final credit approval awaits from the Ethiopian central bank a formal
confirmation of details of operation of offshore banking as has been agreed
informally with TKGM and its project finance banks. This clarification
complements and clarifies the policies and principles set out in recent
published National Bank of Ethiopia Directives waiving strategic mining
projects from foreign exchange control and capital controls.
· KME has lodged a formal protest with the Ethiopian Minister of Mines
as a precursor to commencing administrative proceedings in respect of its
long-standing proximal Exploration Licenses ("ELs") surrounding the Tulu Kapi
Mining Licence area, in order to continue exploration programmes and community
development which have always complemented Tulu Kapi. During an overhaul of
the title-regulatory system in 2022, these ELs were over-pegged by a Hong Kong
shell company owned by a British Virgin Islands shell company. We are
confident that this situation can be resolved satisfactorily. KME has also
lodged applications for additional exploration licences elsewhere in Ethiopia.
· In Saudia Arabia, GMCO discoveries, Jibal Qutman and Hawiah, are in
advanced stages, and are enjoying positive regulatory support as preferred
development plans are determined.
· In early 2023, KEFI announced an updated Hawiah Mineral Resource
Estimate ("MRE") of 29.0 million tonnes at 0.89% copper, 0.94% zinc, 0.67g/t
gold and 10.1g/t silver and a maiden MRE for the nearby Al Godeyer Project.
· GMCO has one of the largest exploration teams in Saudi Arabia and
holds 15 ELs, providing extensive potential for further discoveries near Jibal
Qutman and Hawiah, as well as two other targeted project areas. GMCO has six
drill rigs active, mainly conducting in-fill drilling, but also doing some
extensional drilling on current resources and exploration drilling.
· Kefi's management considers the Company to have reached a key turning
point with the imminent planned start of construction at Tulu Kapi. This is
the beginning of a series of major steps the Company is planning with the key
project development sequencing as follows:
- 2023 launch Tulu Kapi open-pit in Ethiopia for first production
end-2025;
- 2024 launch Jibal Qutman Gold open-pit in Saudi Arabia for first
production end-2025;
- 2025 launch of the Hawiah Copper-Gold open-pit in Saudi Arabia for
first production 2027; and
- 2026 and thereafter launch of underground mine development at Tulu
Kapi and at Hawiah for first production two years later.
Working Capital
KEFI has working capital in place to underpin its planned runway to the
intended closing of the Tulu Kapi project finance and launch in the coming
months. This follows the Company's repayment of all debts in June 2023 upon
completing an equity placing that raised gross proceeds of £7.2 million via a
£5.50 million Firm Placing, £0.70 million Conditional Subscription, £0.24
million Retail Offer and £0.75 million issue of Remuneration Shares in lieu
of cash to senior executives. The issue of the Conditional Subscription,
Retail Offer and Remuneration Shares were approved at the Company's Annual
General Meeting on 30 June 2023 and these shares have subsequently been
issued.
Board and Management Team
KEFI welcomed Non-Executive Director Dr Alistair Clark to the Board on the 1
July 2023, who is a pre-eminent authority on environmental, social, and
corporate governance matters. From 2001 until 2021, Dr Clark was Managing
Director, Environment and Sustainability Department, at the European Bank for
Reconstruction and Development ("EBRD"). KEFI's recently appointed Chief
Operating Officer, Eddy Solbrandt, has assumed formal responsibility for all
project development activities with operational line management of the
Company's majority-owned projects and provides support and advice for its
minority-owned projects. The in-country project teams have been expanded under
Managing Directors Theron Brand in TKGM in Ethiopia and Brian Hosking in GMCO
in Saudi Arabia. General Manager Corporate Development, Rob Williams, has
switched from part-time to full-time and the Tulu Kapi Project development
execution team is now being assembled within TKGM and Lycopodium. Investor
relations arrangements have also been enhanced to capture the heightened
interest from regional, corporate and sector specialist international
investors.
Quarterly Webinar
The Company will host its next quarterly investor webinar in London in late
October 2023, the details of which will be announced in due course.
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
Enquiries
KEFI Gold and Copper plc
Harry Anagnostaras-Adams (Managing Director) +357 99457843
John Leach (Finance Director) +357 99208130
SP Angel Corporate Finance LLP (Nominated Adviser) +44 (0) 20 3470 0470
Jeff Keating, Adam Cowl
Tavira Securities Limited (Lead Broker) +44 (0) 20 7100 5100
Oliver Stansfield, Jonathan Evans
IFC Advisory Ltd (Financial PR and IR) +44 (0) 20 3934 6630
Tim Metcalfe, Florence Chandler
3PPB LLC International (Non-UK IR)
Patrick Chidley +1 (917) 991 7701
Paul Durham +1 (203) 940 2538
Condensed interim consolidated statements of comprehensive income
(unaudited) (All amounts in GBP thousands unless otherwise stated)
Six months ended 30 June 2023 Six months ended 30 June 2022
Unaudited Unaudited
Notes
Revenue - -
Exploration expenses - -
Gross loss - -
Administration expenses (1,512) (1,282)
Share-based payments (62) (182)
Share of loss from jointly controlled entity 11 (2,368) (898)
Impairment in jointly controlled entity 11 (203) (332)
Gain from dilution of equity interest in joint venture 11 1,169 286
Operating loss (2,976) (2,408)
Foreign exchange (loss)/gain 12 (16)
Finance expense (452) (470)
Loss before tax (3,416) (2,894)
Tax - -
Loss for the period (3,416) (2,894)
Loss for the period (3,416) (2,894)
Other comprehensive loss:
Exchange differences on translating foreign operations - -
Total comprehensive loss for the period (3,416) (2,894)
Basic loss per share (pence) 4 (0.08) (0.09)
The notes are an integral part of these unaudited condensed interim
consolidated financial statements.
Condensed interim consolidated statements of financial position
(unaudited) (All amounts in GBP thousands unless otherwise stated)
Unaudited Audited
Notes 30 June 2023 31 Dec 2022
ASSETS
Non-current assets
Property, plant and equipment 115 125
Intangible assets 6 32,893 31,356
Investments in JV 11 - -
33,008 31,481
Current assets
Financial assets at fair value through OCI - -
Trade and other receivables 5 1,067 463
Cash and cash equivalents 389 220
1,456 683
Total assets 34,464 32,164
EQUITY AND LIABILITIES
Issued capital and reserves attributable to owners of the parent
Share capital 7 4,858 3,939
Deferred Shares 7 23,328 23,328
Share premium 7 48,248 43,187
Share options reserve 8 3,750 3,747
Accumulated losses (52,056) (48,781)
28,128 25,420
Non-controlling interest 1,621 1,562
Total equity 29,749 26,982
Current liabilities
Trade and other payables 9 4,715 4,002
Loans and borrowings 10 - 1,180
4,715 5,182
Total liabilities 4,715 5,182
Total equity and liabilities 34,464 32,164
The notes are an integral part of these unaudited condensed interim
consolidated financial statements.
On 29 September 2023, the Board of Directors of KEFI Gold and Copper Plc
authorised these unaudited condensed interim financial statements for issue.
John Leach
Finance Director
Condensed interim consolidated statement of changes in equity
(unaudited) (All amounts in GBP thousands unless otherwise stated)
Attributable to the equity holders of parent
Share Deferred shares Share premium Share options and warrants reserve Accumulated losses Total NCI Total equity
capital
At 1 January 2022 Audited 2,567 23,328 35,884 1,891 (42,731) 20,939 1,379 22,318
Loss for the period - - - - (2,894) (2,894) - (2,894)
Other comprehensive income - - - - - - - -
Total Comprehensive Income - - - - (2,894) (2,894) - (2,894)
Recognition of share-based payments - - - 184 - 184 - 184
Cancellation & Expiry of options/warrants - - - (281) 281 - - -
Issue of share capital and warrants 1,372 - 7,747 1978 - 11,097 - 11,097
Share issue costs - - (444) - - (444) - (444)
Non-controlling interest - - - - (71) (71) 71 -
At 30 June 2022 Unaudited 3,939 23,328 43,187 3,772 (45,415) 28,811 1,450 30,261
Loss for the year - - - - (3,461) (3,461) - (3,461)
Other comprehensive income - - - - - - - -
Total Comprehensive Income - - - - (3,461) (3,461) - (3,461)
Recognition of share-based payments - - - 182 - 182 - 182
Cancellation & Expiry of options/warrants - - - (207) 207 - - -
Non-controlling interest - - - - 112
(112) (112) -
At 1 January 2023 Audited 3,939 23,328 43,187 3,747 (48,781) 25,420 1,562 26,982
Loss for the period - - - - (3,416) (3,416) - (3,416)
Other comprehensive income - - - - - - - -
Total Comprehensive Income - - - - (3,416) (3,416) - (3,416)
Recognition of share based payments - - - 62 - 62 - 62
Cancellation & Expiry of options/warrants - - - (200) 200 - - -
Issue of share capital and warrants 919 - 5,513 - - 6,432 - 6,432
Share issue costs - - (311) - - (311) - (311)
Warrants issued fair value (141) 141 - - -
Non-controlling interest - - - - (59) (59) 59 -
At 30 June 2023 Unaudited 4,858 23,328 48,248 3,750 (52,056) 28,128 1,621 29,749
The following describes the nature and purpose of each reserve within owner's
equity:
Reserve Description and purpose
Share capital amount subscribed for share capital at nominal value.
Deferred shares under the restructuring of share capital, ordinary shares of in the capital of
the Company were sub-divided into deferred share.
Share premium amount subscribed for share capital in excess of nominal value, net of issue
costs.
Share options and warrants reserve reserve for share options and warrants granted but not exercised or lapsed.
Foreign exchange reserve cumulative foreign exchange net gains and losses recognized on consolidation.
Accumulated losses cumulative net gains and losses recognized in the statement of comprehensive
income, excluding foreign exchange gains within other comprehensive income.
NCI (Non-controlling interest) the portion of equity ownership in a subsidiary not attributable to the parent
company.
The notes are an integral part of these unaudited condensed interim
consolidated financial statements.
Condensed interim consolidated statements of cash flows
(unaudited) (All amounts in GBP thousands unless otherwise stated)
Six months ended 30 June 2023 Six months ended 30 June 2022
Notes
Cash flows from operating activities
Loss before tax (3,416) (2,894)
Adjustments for:
Share-based benefits 62 183
Fair value loss to derivative financial asset - -
Gain from dilution of equity interest in joint venture 11 (1,169) 286
Share of loss in joint venture 2,368 898
Impairment loss in joint venture 203 332
Depreciation 15 9
Finance expense 417 470
Foreign exchange gains/(losses) on financing activities - (66)
Foreign exchange (losses)/gains on operating activities 9 (16)
Cash outflows from operating activities before working capital changes (1,511) (798)
Interest paid - -
Changes in working capital:
Trade and other receivables 40 (70)
Trade and other payables 1,122 (1,141)
Net cash used in operating activities (349) (2,009)
Cash flows from investing activities
Purchases of plant and equipment (3) (4)
Proceeds from repayment of financial asset - -
Project evaluation costs 6 (1,567) (2,041)
Advances to joint venture (795) (1,167)
Net cash used in investing activities (2,365) (3,212)
Cash flows from financing activities
Proceeds from issue of share capital 7 2,228 8,000
Listing and issue costs 7 (311) (444)
Financing transaction costs paid - (193)
Repayment short-term working capital bridging finance 10.2 (167) (1,140)
Proceeds short-term working capital bridging finance 10.2 1,140 900
Net cash from financing activities 2,890 7,123
Net increase in cash and cash equivalents 176 1,902
Cash and cash equivalents:
At beginning of period 220 394
Exchange differences (7) 17
At end of period 389 2,313
The notes are an integral part of these unaudited condensed interim
consolidated financial statements.
Notes to the condensed interim consolidated financial statements
For the six months to 30 June 2023 (unaudited) and 2022
(All amounts in GBP thousands unless otherwise stated)
1. Incorporation and principal activities
Country of incorporation
The Company was incorporated in United Kingdom as a public limited company on
24 October 2006. Its registered office is at 27/28 Eastcastle Street, London
W1W 8DH.
Principal activities
The principal activities of the Group for the period are:
· To explore for mineral deposits of precious and base metals and
other minerals that appear capable of commercial exploitation, including
topographical, geological, geochemical and geophysical studies and exploratory
drilling.
· To evaluate mineral deposits determining the technical
feasibility and commercial viability of development, including the
determination of the volume and grade of the deposit, examination of
extraction methods, infrastructure requirements and market and finance
studies.
· To develop, operate mineral deposits and market the metals
produced.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these
condensed interim consolidated financial statements are set out below. These
policies have been applied consistently throughout the period presented in
these condensed interim consolidated financial statements unless otherwise
stated.
Basis of preparation and consolidation
These condensed interim financial statements are unaudited.
The unaudited interim condensed consolidated financial statements for the
period ended 30 June 2023 have been prepared in accordance with International
Accounting Standard 34: Interim Financial Reporting. IFRS comprise the
standard issued by the International Accounting Standard Board ("IASB"), and
IFRS Interpretations Committee ("IFRICs") as issued by the IASB as adopted for
use in the UK.
These unaudited interim condensed consolidated financial statements include
the financial statements of the Company and its subsidiary undertakings. They
have been prepared using accounting bases and policies consistent with those
used in the preparation of the consolidated financial statements of the
Company and the Group for the year ended 31 December 2022. These unaudited
interim condensed consolidated financial statements do not include all the
disclosures required for annual financial statements, and accordingly, should
be read in conjunction with the consolidated financial statements and other
information set out in the Group's annual report for the year ended 31
December 2022.
Going concern
The financial report has been prepared on the going concern basis which
contemplates the continuity of normal business activities and the realisation
of assets and the settlement of liabilities in the ordinary course of
business.
The annual financial statements of Kefi Gold and Copper Plc for the year ended
31 December 2022 were prepared in accordance with UK adopted international
accounting standards in conformity with the requirements of the Companies Act
2006. The Independent Auditors' Report on the Group's 2022 Annual Report was
an unqualified audit opinion with a material uncertainty relating to going
concern noted.
We draw attention to the financial statements, which indicate that the Group
incurred a net loss of £3,416,000 (2022: loss of £2,894,000) during the
period ended 30 June 2023 and, as of that date, the Group's current
liabilities exceeded its current assets. As stated in this note events or
conditions, along with other matters as set forth in this note, indicate that
a material uncertainty exists that may cast significant doubt on the Group's
ability to continue as a going concern.
The assessment of the Group's ability to continue as a going concern involves
judgment regarding future funding available for the development of the Tulu
Kapi Gold project, exploration of the Saudi Arabia exploration properties and
for working capital requirements. In considering the Group's ability to
continue as a Going Concern, management have considered funds on hand at the
date of approval of the financial statements, planned expenditures covering a
period of at least 12 months from the date of approving these financial
statements and the Group's strategic objectives as part of this assessment.
As at the date of approval of the financial statements, the Group expects to
be able to obtain bridging short-term financing to fund activities until
financial close of the Tulu Kapi project. The Group has previously been
successful in arranging such funding when required and expects to be able to
continue to do so. Financing will also be required to continue the development
of the Tulu Kapi Gold Project through to production as set out in a company
announcements 'Ethiopia Operational Update' dated 5 September 2023 and 'Tulu
Kapi Project Update' dated 12 September 2023.
The Group's ability to continue as a going concern is contingent on raising
additional capital and/or the successful exploration and subsequent
exploitation of its areas of interest through sale or development. If
sufficient additional capital is not raised, the going concern basis of
accounting may not be appropriate, and the Group may have to realise its
assets and extinguish its liabilities other than in the ordinary course of
business and at amounts different from those stated in the financial report.
No allowance for such circumstances has been made in the financial report.
Notwithstanding the existence of material uncertainty that may cast
significant doubt over the Group and Company's ability to continue as a going
concern based on historical experience and ongoing proactive discussions with
stakeholders, the Board has a reasonable expectation that the Group will be
able to raise further funds to meet its obligations. Subject to the above, the
Directors have concluded that it is appropriate to prepare the financial
statements on a going concern basis.
3. Operating segments
The Group has two distinct operating segments, being that of mineral
exploration and development and corporate activities. The Group's exploration
and development activities are in Ethiopia and Saudi Arabia held through
jointly controlled entities in each jurisdiction with KEFI administration and
corporate activities based in Cyprus.
Unaudited Six months ended 30 June 2023 Corporate Ethiopia Saudi Arabia Total
£'000 £'000 £'000 £'000
Operating loss (Excluding loss from jointly controlled entity) (1,540) (46) - (1,586)
Other finance costs (453) - - (453)
Foreign exchange profit (759) 784 - 25
Gain on dilution of joint venture 1,169 1,169
Share of loss from jointly controlled entity - - (2,368) (2,368)
Reversal of impairment loss in joint venture - - (203) (203)
Loss before tax (2,752) 738 (1,402) (3,416)
Tax -
Loss for the period (3,416)
Total assets 974 33,490 - 34,464
Total liabilities (4066) (649) - (4,715)
Unaudited Six months ended 30 June 2022 Cyprus Ethiopia Saudi Arabia Total
£'000 £'000 £'000 £'000
Operating loss (Excluding loss from jointly controlled entity) (1,129) (48) - (1,177)
Other finance costs (470) - - (470)
Foreign exchange profit 365 (382) - (17)
Share of loss from jointly controlled entity - - (898) (898)
Reversal of impairment loss in joint venture - - (332) (332)
Loss before tax (1,234) (430) (1,230) (2,894)
Tax -
Loss for the period (2,894)
Total assets 1,949 30,462 - 32,411
Total liabilities (957) (1,193) - (2,150)
4. Loss per share
The calculation of the basic and fully diluted loss per share attributable to
the ordinary equity holders of the parent is based on the following data:
Six months ended 30 June 2023 Six months ended 30 June 2022
Unaudited U
n
a
u
d
i
t
e
d
£'000 £
'
0
0
0
Net loss attributable to equity shareholders (3,416) (2,894)
Net loss for basic and diluted loss attributable to equity shareholders (3,416) (2,894)
Weighted average number of ordinary shares for basic loss per share (000's) 4,044,481 3,206,359
Weighted average number of ordinary shares for diluted loss per share (000's) 5,169,887 3,851,590
Loss per share:
Basic loss per share (pence) (0.08) (0.09)
The effect of share options and warrants on the loss per share is
anti-dilutive.
5. Trade and other receivables
30 June 2023 31 Dec
2022
Unaudited Audited
£'000 £'000
Account Receivable 645 -
Other receivables 62 122
VAT 345 341
Prepayments 15 -
1,067 463
¹These funds pertain to the June 2023 share placement and amount outstanding
on the 30 June 2023 will be settled subsequent to the reporting date. This
delay is attributable to the timing variance between the issuance of shares
and the receipt of cash in the bank account.
6. Intangible assets
Total exploration and project evaluation costs
£ '000
Cost
At 1 January 2022 (Audited) 31,622
Additions 1,537
At 30 June 2023 (Unaudited) 33,159
Accumulated Impairment
At 1 January 2023 (Audited) 266
At 30 June 2023 (Unaudited) 266
Net Book Value at 30 June 2023 (Unaudited) 32,893
Net Book Value at 31 December 2022 (Audited)
31,356
7. Share capital
Number of shares Share Deferred shares Share premium
000's Capital £'000 £'000 Total
£'000 £'000
Issued and fully paid
At 1 January 2022 (Audited) 3,939,123 3,939 23,328 43,187 70,454
Share Equity Placement 5 June 2023 785,714 786 - 4,714 5,500
Conditional Share Equity Placement 30 June 2023 98,325¹ 98 590 688
Retail Share Equity Placement 30 June 2023 34,820¹ 35 209 244
Share issue costs - - - (311) (311)
Warrants issue fair value cost (141) (141)
At 30 June 2023 (Unaudited) 4,857,982 4,858 23,328 48,248 76,434
Issued capital
On the 5 June 2023 the Company admitted 785,714,285 new ordinary shares of the
Company at a placing price of 0.7 pence per Ordinary Share.
At the AGM on the 30 June 2023, shareholders approved the issue 133,145,208
new ordinary shares of 0.1p each at a price of 0.7p per share. 34,820,080 of
these shares were placed with retail investors and the balance were issued to
new and/or existing investors. ¹These shares were admitted for trading on the
3 July 2023.
Furthermore, following the AGM approval, the company also issued 107,142,857
new ordinary shares on July 3, 2023. These shares of 0.1p each, were placed at
a price of 0.7p per share. See also Note 14.
8. Share Based Payments
Broker Warrants
Pursuant to shareholder approval at the AGM, certain Broker commissions and
fees were satisfied through the grant of 39,285,714 warrants granted to Tavira
Securities. Each Broker Warrant entitles the Broker to subscribe for one new
Ordinary Share at a price of 0.7 pence per share, exercisable for a period of
three years from 3 July 2023.
Details of warrants outstanding as at 30 June 2023:
Grant date Expiry date Exercise price Unaudited Number of warrants*
000's
19 Sep 2018 20 Sep 2023 2.5p 2,000
20 Nov 2020 20 Nov 2023 1.60p 11,175
13 Jan 2022 13 Jan 2024 1.60p 393,097
18 May 2022 17 May 2024 1.60p 500,000
18 May 2022 17 May 2025 0.80p 75,000
30 June 2023 02 July 2026 0.70p 39,286
1,020,558
The estimated fair values of the warrants were calculated using the Black
Scholes option pricing model. The inputs into the model and the results are as
follows:
Date Closing share price at issue date Exercise price Expected volatility Expected life Risk free rate Expected dividend yield Discount factor Estimated fair value
03 July 2023 0.58p 0.70p 100% 3yrs 5.5% Nil 0% 0.36p
Weighted average ex. price Unaudited Number of warrants*
000's
Outstanding warrants at 1 January 2023 1,54p 986,272
- granted 0.70p 39,286
- cancelled/expired/forfeited 0.65p (5,000)
- exercised
Outstanding warrants at 30 June 2023 1.51p 1,020,558
These warrants were issued to advisers and shareholders of the Group.
Share options reserve
Details of share options outstanding as at 30 June 2023:
Grant date Expiry date Exercise price Unaudited
Number of shares* 000's
01-Feb-18 31-Jan-24 4.50p 9,600
17-Mar-21 16-Mar-25 2.55p 92,249
101,849
30 June 2023 31 Dec
2022
Unaudited Audited
Opening amount 3,747 1,891
Warrants issued costs 141 1,978
Share options charges relating to employees 12 74
Share options issued to directors and key management (Note 12.1) 50 292
Forfeited options (147)
Exercised warrants - -
Expired warrants (37) -
Expired options (163) (341)
Closing Amount 3,750 3,747
Weighted average ex. price Unaudited
Number of shares*
000's
Outstanding options at 1 January 2023 3.03p 108,599
- granted - -
- forfeited - -
- cancelled/expired 7.50p (6,750)
Outstanding options at 30 June 2023 2.73p 101,849
The Company has not issued share options to directors, employees and advisers
to the Group during the period.
The option agreements contain provisions adjusting the exercise price in
certain circumstances including the allotment of fully paid Ordinary shares by
way of a capitalisation of the Company's reserves, a subdivision or
consolidation of the Ordinary shares, a reduction of share capital and offers
or invitations (whether by way of rights issue or otherwise) to the holders of
Ordinary shares.
The estimated fair values of the options were calculated using the Black
Scholes option pricing model.
9. Trade and other payables
30 June 2023 31 Dec 2022
Unaudited Audited
£'000 £'000
Accruals and other payables 2,242 2,427
Other loans 102 109
Payable to joint venture partner (Note 11 and Note 12.3) 1,776 1,169
Payable to Key Management and Shareholder (Note 12.3) 595 297
4,715 4,002
10. Loans and Borrowings
10.1. Short-Term Working Capital Bridging Finance
Currency Interest Maturity Repayment
Unsecured working capital bridging finance GBP See Table below On Demand See Table below
The Group has the option to access working capital from certain existing
stakeholders. This unsecured working capital bridging finance is short‐term
debt which is unsecured and ranked below other loans. Bridging Finance
facilities bear a fixed interest rate and were set off in shares by the
lenders participation in the Company placements. In the event the Group was
unable to pay this finance it would be repaid after other debt securities have
been paid, if any.
Unsecured working capital bridging finance Balance 1 Jan 2023 Drawdown Amount Transaction Costs Interest Repayment Repayment Period Ended
Audited Unaudited Unaudited Shares/Payment Netting¹ Cash 30 June 2023
Unaudited Unaudited Unaudited Unaudited
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Repayable in cash in less than a year 1,180 1,140 - 417 (2,570) (167) -
10.2. Reconciliation of liabilities arising from financing
activities
Cash Flows
Balance Inflow (Outflow) Finance Costs Shares/Payment Netting¹ Balance
1 Jan 30 June 2023
2023
Unsecured working capital bridging finance Audited Unaudited Unaudited Unaudited Unaudited Unaudited
£'000 £'000 £'000 £'000 £'000 £'000
Short term loans 1,180 417 -
1,140 (167) (2,570)
1,180 417 -
1,1140 (182) (2,570)
¹The lenders agreed to set off their short term loans owed by Company
against amounts owed by the lenders as a result of their participation in the
Company share placements during the year. The payment netting procedure was
utilized to streamline the cash settlement process for participating in share
placement and repaying bridging finance.
11. Joint venture agreements
KEFI is the operating partner with a 26.8% shareholding in GMCO with ARTAR
holding the other 73.2%. KEFI provides GMCO with technical advice and
assistance, including personnel to manage and supervise all exploration and
technical studies. ARTAR provides administrative advice and assistance to
ensure that GMCO remains in compliance with all governmental and other
procedures. GMCO has five Directors, of whom two are nominated by KEFI
However, decisions about the relevant activities of GMCO require the unanimous
consent of the five directors. GMCO is treated as a jointly controlled entity
and has been equity accounted and has reconciled its share in GMCO's losses.
During 2023, the Company has diluted its interest in the Saudi joint-venture
company Gold and Minerals from 30% to 26.80% by not contributing its full pro
rata share of expenses to GMCO. Given that the carrying value of the GMCO
assets in the Company accounts at the date of dilution was nil because the
Company's has a policy of expensing all the costs related to GMCO to date.
By diluting its interest to GMCO to 26.8% the Company was released from this
liability. This resulted in a gain of £1,169,181. In accordance with the
group's accounting policy gain of £1,169,181 was reported in the profit or
loss during the six-month period ended 30 June 2023.
A loss of £2,571,000 was recognized by the Group for the period ended 30 June
2023 (2022: £1,230,000) representing the Group's share of losses for the
period. As at 30 June 2023, KEFI owed ARTAR an amount of £ 1,776,000(2022:
£nil).
Period Ended
30 June 2023
Unaudited
Opening Balance -
Additional Investment during the period 2,571
FX Gain on advances made to GMCO -
Share of loss in joint venture (2,368)
Additional impairment loss (203)
Closing Balance -
12. Related party transactions
The following transactions were carried out with related parties:
12.1. Compensation of key management personnel
The total remuneration of the Directors and other key management personnel was
as follows:
Six months ended 30 June 2023 Six months ended 30
June 2022
Unaudited £'000 Unaudited
£'000
Directors' fees 258 265
Directors' other benefits 18 20
Share-based benefits to directors 34 96
Director's bonus - -
Key management fees 163 84
Key management other benefits - -
Share-based benefits to key management 6 33
Key management bonus paid in shares - -
479 498
Share-based benefits
The Company has issued share options to directors and key management. On 27
March 2014, the Board approved a new share option scheme ("the Scheme") for
directors, senior managers and employees. The Scheme formalised the existing
policy that options may be granted over ordinary shares representing up to a
maximum of 10 per cent of the Group's issued share capital.
12.2. Transactions with shareholders and related parties
Transaction to period end Transaction to period end
30 June 2023 30 June 2022
Unaudited Unaudited
Name Nature of transactions Relationship £'000 £'000
GPR Dehler Receiving of management and other professional services Key Management and Shareholder 163 84
Nanancito Limited/Mr. Nicoletto Receiving of management and other professional services Shareholder 141 97
304 181
12.3. Payable to related parties
The Group 30 June 203 31 Dec 2022
Unaudited Audited
Name Nature of transactions Relationship £'000 £'000
Abdul Rahman Saad Al-Rashid & Sons Company Limited ("ARTAR") Finance Jointly controlled entity partner 1,776 -
GPR Dehler Fees for services Key Management and Shareholder 219 85
Directors Fees for services Key Management and Shareholder 376 212
2,371 297
13. Capital commitments
30-Jun-23 31-Dec-22
Unaudited Audited
¹£'000 £'000
Tulu Kapi Project costs¹ 167 461
Saudi Arabia Exploration costs committed to field work that has been 2,805 3,777
recommenced
¹Once the Company and its partners in Tulu Kapi Gold Mine Share Company
Limited start development at the Tulu Kapi Gold Project (the "Project") the
Company will have project capital commitments.
¹Once the Company and its partners in Tulu Kapi Gold Mine Share Company
Limited start development at the Tulu Kapi Gold Project (the "Project") the
Company will have project capital commitments.
14. Events after the reporting date
On July 3, 2023, the Company issued 107,142,857 new ordinary shares at a
placing price of 0.7 pence per Ordinary Share, following the Annual General
Meeting held on June 30, 2023. The total number of shares issued on July 3,
2023, for services and obligations is outlined below:
2023
Number of Remuneration and Settlement Shares Amount
Name
000 £'000
For services rendered and obligations settled
H Anagnostaras-Adams 26,429
185
J Leach 14,286
100
Other employees and PDMRs and Consultants to the Company 66,428
465
Total share-based payments 107,143
750
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR BLGDCBXDDGXIRecent news on KEFI Gold and Copper
See all newsREG - Kefi Gold and Copper - Total Voting Rights
AnnouncementREG - Kefi Gold and Copper - Result of GM
AnnouncementREG - Kefi Gold and Copper - GM Statement
AnnouncementREG - Kefi Gold and Copper - Tulu Kapi Gold Project Launch Update
AnnouncementRCS - Kefi Gold and Copper - Swiss Mining Institute Presentation
Announcement