REG - KEFI Minerals plc - Interim Results <Origin Href="QuoteRef">KEFI.L</Origin> - Part 2
27/09/2017 07:06
- Part 2: For the preceding part double click ID:nRSa8896Ra
Lanstead Share Equity 82,353 1,400 3,220 4,620
Lanstead Value Payment Shares 4,118 70 161 231
Share issue costs - - - (356) (356)
Transfer realised loss of derivative financial asset (542) (542)
At 30 June 2017 332,703 5,656 12,436 19,459 37,551
Issued capital
Consolidation of ordinary shares
Following the Company's General Meeting on 1 March 2017, at the close of
business on 1 March 2017 shareholders received one Ordinary Share of nominal
value 1.7 pence each for every 17 Existing ordinary Shares of nominal value
0.1 pence each.
2017
On 2 March 2017, 104,295,888 shares of 1.7p were issued at a price of 5.61p
per share. On issue of the shares, an amount of GBP4,077,969 was credited to
the Company's share premium reserve.
The Company issued a total of 17,825,300 shares to investors for a total
consideration of GBP 1,000,000.
Company issued 82,352,941 Shares to Lanstead Capital L.P. ('Lanstead'), for an
aggregate consideration of GBP 4.620,000. In addition, the Company has entered
into Equity Sharing Agreements with Lanstead which allow the Company to retain
much of the economic interest in the Lanstead Subscription Shares. The Equity
Sharing Agreements enable the Company to secure much of the potential upside
and downside risk arising from anticipated near term news flow. Further
details available in note 7.
The Company also agreed to make a value payment to Lanstead of 4,117,647
Ordinary Shares.
Restructuring of share capital into deferred shares
On 16 June 2015 the Company issued ordinary shares of 1p each in the capital
of the Company which were sub-divided into one new ordinary share of 0.1p and
one deferred share of 0.9p. The Deferred Shares have no value or voting
rights. After the share capital reorganisation there were the same number of
New Ordinary Shares in issue as there are existing Ordinary Shares. The New
Ordinary Shares have the same rights as those currently accruing to the
existing Ordinary Shares in issue under the Company's articles of association,
including those relating to voting and entitlement to dividends.
Details of warrants outstanding as at 30 June 2017:
Grant date Expiry date Exercise price Number of warrants*
000's
4 July 2013 3 July 2018 35.7p 77
16 October 2013 15 October 2018 38.25p 65
2 December 2014 1 December 2017 17p 235
16 December 2014 15 December 2017 17p 324
18 March 2015 17 March 2018 17p 235
14 May 2015 13 May 2018 17p 99
19 June 2015 18 June 2018 13.6p 853
11 December 2015 10 December 2018 5.1p 2,580
22 March 2016 21 March 2019 5.95p 1,469
29 July 2016 28 July 2019 8.5p 2,241
8,178
These warrants were issued to advisers of the Group.
*Post share consolidation figures
Weighted average ex. price Number of warrants*000's
Outstanding warrants at 1 January 2017 9.80p 8,350
- granted -
- cancelled/expired/forfeited 51.00p 172
Outstanding warrants at 30 June 2017 8.92p 8,178
10. Share options reserve
Details of share options outstanding as at 30 June 2017:
Grant date Expiry date Exercise price Number of shares* 000's
13-Sep-12 12-Sep-18 68p 832
24-May-13 23-May-19 49.56p 59
03-Sep-13 02-Sep-18 49.98p 59
08-Oct-13 07-Oct-18 38.59p 21
08-Jan-14 07-Jan-20 31.96p 24
16-Jan-14 15-Jan-20 33.83p 6
01-Feb-14 31-Jan-20 32.13p 6
27-Mar-14 26-Mar-20 39.10p 1,596
04-Apr-14 03-Apr-20 31.11p 6
12-Sep-14 11-Sep-20 29.92p 132
20-Mar-15 19-Mar-21 22.44p 1,588
16-Jun-15 15-Jun-21 22.44p 382
12-Jan-16 11-Jan-22 7.14p 4,717
23-Feb-16 22-Feb-22 12.58p 176
05-Aug-16 05-Aug-22 10.20p 2,059
21-Mar-17 20-Mar-23 7.50p 9,535
21,198
*Post share consolidation figures
30 June 2017 31 Dec 2016
Opening amount 1,474 1,212
Warrants issued costs - 164
Share options issued to employees 40 77
Share options issued to directors and key management 73 204
Cancelled/expired/forfeited warrants &options (66) (183)
Closing amount 1,521 1,474
Weighted average ex. price Number of shares* 000's
Outstanding options at 1 January 2017 19.90p 11,663
- granted 7.50p 9,535
- cancelled/expired/forfeited -
Outstanding options at 30 June 2017 14.30p 21,198
*Post share consolidation figures
On 22 March 2017, 6,829,613 options were issued to persons who discharge
director and managerial responsibilities ("PDMRs") and a further 2,705,509
options have been granted to other non-board members of the senior management
team. The options have an exercise price of 7.5p, expire after 6 years, and
vest in two equal annual instalments, the first upon the achievement of
practical completion of the planned processing plant at the Tulu Kapi Gold
Project and the second upon the achievement of nameplate capacity for a
twelve-month period.
11. Trade and other payables
30 June 2017 31 Dec 2016
Accruals and other payables 1,691 1,640
Other loans 233 257
Payable to joint venture partner (Note 13.4) 186 170
2,110 2,067
Other loans are unsecured, interest free and repayable on demand.
12. Joint venture agreements
In May 2009, KEFI Minerals formed the Gold & Minerals exploration joint
venture, "G&M" Joint Venture, with Saudi construction and investment group
Abdul Rahman Saad Al-Rashid & Sons Company Limited ("ARTAR"). KEFI Minerals is
the operating partner with a 40% shareholding of the G&M Joint Venture with
ARTAR holding the other 60%.
KEFI Minerals provides the G&M Joint Venture 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 the G&M Joint Venture remains in compliance with all governmental
and other procedures.
13. Related party transactions
The following transactions were carried out with related parties:
13.1. Compensation of key management
The total remuneration of the Directors and other key management personnel was
as follows:
Six months ended 30 June 2017 Six months ended 30 June 2016
Directors' fees 281 240
Directors' other benefits 35 40
Share-based benefits to directors 58 82
Key management fees 102 125
Key management other benefits 20 17
Share-based benefits to key management 15 28
511 532
13.2. Compensation of key management personnel
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 formalises 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. The Scheme options
vest in equal annual instalments over a period of 2 years or on the
performance obligations set at the time of issuing the options and expire
after 6 years.
13.3 Receivable from related parties
The Group 30 June 2017 30 Dec 2016
Name Nature of transactions Relationship
Gold & Minerals Co. Limited Finance Jointly controlled entity - 6
- 6
13.4 Payable to related parties
The Group 30 June 2017 30 Dec 2016
Name Nature of transactions Relationship
Abdul Rahman Saad Al-Rashid & Sons Company Limited ("ARTAR") Finance Jointly controlled entity 186 170
186 170
14. Contingent liabilities
In 2006, EMED Mining Public Ltd acquired a proprietary geological database
that covers extensive parts of Turkey and Greece and EMED transferred to the
Company that part of the geological database that relates to areas in Turkey.
Under the agreement, the Company has undertaken to make a payment of
approximately GBP51,100 (AUD105,000) for each tenement it is subsequently
awarded in Turkey and which was identified from the database. The maximum
number of such payments required under the agreement is four, resulting in a
contingent liability of up to GBP204,400. These payments are to be settled by
issuing shares in the Company. To date, only one tranche of shares have been
issued under this agreement in June 2007 for GBP43,750 (AUD105,000).
On 13 August 2015, the Company created a fixed charge in favour of AIB Group
UK Plc over amounts held in the Company's deposits accounts with the bank. The
charge is in regard to time credit banking facilities provided by AIB Group
(UK) Plc. At 30 June 2017, the balance in the deposit account was £20,015.
15. Legal allegationA claim for damages of £9,000,000 (approximately ETB249 million) had been lodged against the company in
2014. The claim was based on the impact of exploration field activities conducted between 1998 and 2006, a period which pre
-dated the company's involvement in the Tulu Kapi project. These exploration activities comprised the construction of drill pads
and access tracks. No objections had been made until 2014 when certain parties from outside the Tulu Kapi district raised this
matter and initiated court action. Those parties have since been removed by the Court rulings from the list of plaintiffs. The
Oromia Regional Supreme Court in April 2017 rejected 95% of these claims as having no basis in fact or law and reduced KEFI's
potential liability to c.£435,000 (ETB12,762,721). Moreover, the company has appealed to the Federal Supreme Court with regards
to the remaining ETB12,762,721 on the basis that it remains firmly of the belief, on legal advice and as previously reported,
that it has no contingent or actual liability, having already settled any obligations when the matter was originally closed by
both the regulators and the land occupiers. The Federal Supreme Court last week officially admitted the company's appeal after
due review, and the case is expected to be heard within the next two years.
16. Events after the reporting date
KEFI Minerals (Ethiopia) Limited ("KME") and the Federal Democratic Republic
of Ethiopia have signed the shareholders' agreement (the "Shareholders'
Agreement") and other foundation documentation for the incorporation,
ownership and operation of Tulu Kapi Gold Mines Share Company Limited, which
will result in TKM owning 100% of the Tulu Kapi Gold Project. The exploration
projects outside the Tulu Kapi Mining Lease area are not part of TKM and
remain 100% owned by KEFI. The Shareholders' Agreement sets out the parties'
respective commitments to invest equity capital in TKM and the mechanisms for
control of the development and operation of the Tulu Kapi Gold Project. Based
on the latest project cost estimates, KEFI (via KME) will own circa 75% of the
share capital of TKM and the Government of Ethiopia will own circa 25% (circa
20% for its investment of US$20 million for infrastructure required for the
project and an additional 5% free carry).
After the reporting date the VAT refund owed by the Ethiopian authorities was
received.
In July 2017 the company signed mandate letter and heads of terms for US$135
million of project funding with Oryx Management Limited ("Oryx") to finance
and operate all the onsite infrastructure at the Company's Tulu Kapi Gold
Project in Ethiopia (the "Project"). The planned financing package
also includes funding finance charges during a 30-month construction and
production ramp-up period.
This information is provided by RNS
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