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REG - Keras Resources PLC - Interim Results

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RNS Number : 8976A  Keras Resources PLC  28 September 2022

 

 

Keras Resources plc ('Keras' or the 'Company')

 Interim Results

 

Keras Resources plc (AIM: KRS) announces its half year results for the six
months ending 30 June 2022.

 

Overview

·    Substantial progress has been made towards building our business into
a cash-generative producer of high-grade premium organic fertiliser in the
North American market

·    Increased ownership of the Diamond Creek phosphate mine, Utah, US to
100% - now in full control of mine to market activities

·    All permits and authorisation approvals renewed in line with the
project's licence obligations at Diamond Creek - in the process of expanding
permitted mining footprint

·    Record sales in August 2022 of 700t (40% in excess of budget) and
repeat forward orders resulted in extended mining campaign to produce
additional tonnage

·    Sales guidance of between 7,500 tons and 8,000 tons of phosphate
product forecast from  September 2022 to June 2023 at an all-in sustaining
cost (AISC) margin of between $80 and $100 per ton

·    Targeting 25,000 tons per annum of phosphate product as our
medium-term annual sales objective into a market which is expected to grow at
8% per annum in tonnage terms as well as 14% in value terms

·    As a result of the extended mining season, drilling programme to
further define the ore reserve at Diamond Creek will now commence in spring
2023

·    Successful placing of £1.95m (before expenses) raised at a premium
supported by cornerstone investor First Uranium Resources Ltd

·    Board changes implemented

o  Graham Stacey appointed as CEO in June, with Russell Lamming moving to
Non-Executive Chairman and Brian Moritz moving to Non-Executive Director

o  Claire Parry joining as Independent Non-Executive Director with Dave
Reeves stepping down

·    Continued focus for 2022 and beyond is increasing the Company's
market share in the North American organic fertiliser market and building
Diamond Creek into the premier organic phosphate producer in the US

 

Graham Stacey, Keras Resources Chief Executive Officer, commented, "Our vision
remains to build Diamond Creek into the premier organic phosphate producer in
the US and we have made real progress over the past few months having acquired
100% in the business and focussing our efforts on resetting the business,
starting to ramp up sales and timing production from our mine and milling
facilities to meet our sales targets. We produce a high-grade, premium
phosphate product that supports soil health, regenerative agriculture and
provides investors with direct exposure to the buoyant global fertiliser
industry. We believe we are ideally positioned to capitalise on the robust
fundamentals of the sector and look forward to further building on the
foundations we have laid to date, producing both a valuable and essential
commodity whilst generating returns for our stakeholders."

 

The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under Article 7 of the Market
Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the
domestic law of the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018 (as amended). Upon the publication of this
Announcement via the Regulatory Information Service, this inside information
is now considered to be in the public domain.

 

 Graham Stacey                            Keras Resources plc             annabel (mailto:annabel@kerasplc.com) @kerasplc.com

                                                                        (mailto:annabel@kerasplc.com)
 Annabel Redford

 Ewan Leggat / Charlie Bouverat           SP Angel Corporate Finance LLP  +44 (0) 20 3470 0470

 Nominated Adviser & Joint Broker

 Joint Broker                             Shard Capital Partners LLP      +44 (0) 207 186 9900

 Damon Heath / Erik Woolgar

 Financial and Corporate Communications   Celicourt                       +44 (0) 774 884 3871

 Felicity Winkles

 

Chairman's Statement

 

This is my first statement since becoming Non-Executive Chairman on 1
September 2022 and it is a pleasure to provide an update on the Company's
activities over the past six months during what has been a transformational
period for the Company. The acquisition of the outstanding 49% of Falcon Isle
Resources ("Falcon Isle"), which owns the Diamond Creek high-grade premium
organic phosphate mine ("Diamond Creek") has now placed Keras in full control
of the operation which markets organic fertilisers with the highest available
phosphate (P(2)O(5)) in the US. The mine itself is situated high in the
Wasatch mountains, 20 miles from the milling plant in Spanish Fork which
provides convenient access to locally available contracting services,
consumables, technical and financial service providers and easy access to
distribution links.

 

Since taking control of the operation substantial progress has been made
towards building our business into a cash-generative producer of high-grade
premium organic fertiliser for the US market and establishing a strategic
position in this fast-growing sector.  The Spanish Fork processing plant is
now back in production, two mining campaigns have been undertaken at the
Diamond Creek mine and repeat customers are now beginning to make longer-term
offtake commitments.  We are now focussing on Falcon Isle's marketing
efforts, which were previously the responsibility of our partner, and ensuring
we continue to build our position in the US organic phosphate to fertiliser
industry.

 

The Utah Department of Oil, Gas & Mining (UDOGM) and US Forest Service
(USFS) carried out a routine inspection and site visit during April 2022 and
all permits and authorisation approvals were renewed in line with the
project's licence obligations. We are currently in the process of expanding
our permitted mining footprint in line with new regulations. Two phases of
summer mining have been completed as planned, a second phase as a required
result of increased sales demand to ensure ample product availability for the
2022-2023 spring sales season. We are targeting 25,000 tons per annum as our
medium-term annual sales objective into a market which is expected to grow at
8% per annum in tonnage terms as well as 14% in value terms. As an owner
operator of our processing plant we are able to tailor our product mix to
customer requirements which, in addition to product quality, gives us an
important competitive advantage in the region. As a result of the extended
mining season, our drilling programme which we will undertake to further
define the ore reserve at Diamond Creek will now commence in spring next year.
The Board continues to review and evaluate all areas of the business to look
to further optimise efficiencies and create economies of scale.

 

We have previously reported on the delivery and commencement of construction
of a granulator plant during the second half of 2021, this construction was
paused as announced in November 2021 while the acquisition of the outstanding
49% in the business was negotiated and completed during March 2022, this pause
gave us the opportunity to evaluate value-enhancing opportunities such as the
incorporation of supplementary feed circuits to produce custom blended organic
products including Nitrogen and Potassium feedstock to potentially supplement
the phosphate-only granulates we'd previously planned. Decisions on the final
configuration of the plant will be made during the coming months and
construction will re-commence thereafter.

 

Marketing and Market Fundamentals

 

Sales has been a key focus for us as we are looking to continue to build
market share for our products under the PhosAgri brand. Core to our marketing
is highlighting the value that our premium >12% available P(2)O(5) products
can offer from a value-in-use basis along with the benefits of its high
calcium content. Importantly we are also getting a deeper understanding of our
client requirements and adapting our product mix to suit the cyclical seasonal
agriculture business which will be key to increasing our market share in the
dynamic North American organic fertiliser market. We have the flexibility
within our operational set up to be able to adapt accordingly which will be an
important aspect of ongoing discussions across our existing and prospective
new customer bases.

 

We are delighted with a 40% increase in sales for August 2022 to 700t against
our 500t forecast, as well as repeat forward orders off the back of which we
have set out sales guidance of between 7,500 tons and 8,000 tons of phosphate
product forecast from 1 September 2022 to June 2023 at an all-in sustaining
cost (AISC) margin of between $80 and $100 per ton. Importantly, whilst we
offer an organic product, we are not limited to the organic market as PhosAgri
can be used as a blend, so widening our audience in this regard will enables
us to investigate retail potential and further downstream avenues.

 

All of this ties into the market backdrop and we are excited by the
significant opportunity offered to us by the North American fertiliser
industry which research forecasts to grow at 8% per annum on a consolidated
annual growth rate (CAGR) in volume terms, and more importantly 14% on a value
basis which suggest a material disjoint between demand and supply growth.
Synthetic fertiliser pricing has seen a 60% increase year on year which,
albeit due to geopolitical pressure on the supply of fertiliser inputs, is
forecast to continue which will both support pricing for organic fertilisers
but also growers' substitution of synthetic fertilisers with organic
substitutes.  Demand is also underpinned by key long-term drivers, including
security of supply, environmental factors, the ongoing education and awareness
around soil health, as well as the increasing demand for organic food - all of
which our PhosAgri products support, and particularly with our location close
to the Central California Valley.

 

Carbon Market

 

As previously outlined, we are also looking to leverage our low carbon
footprint relative to synthetic fertiliser producers and the net carbon
sequestration that provides. This presents a revenue augmentation opportunity
through the generation and trading of carbon credits. We are exploring this
through partnering with growers and verification agencies to create and trade
carbon credits and develop offset programmes. This would not deviate from our
current business model but complement and augment our revenue model. Whilst
early stage we are actively pursuing this avenue and will provide further
updates as this project matures.

 

Togo

 

As reported previously, on the 18(th) October 2019 the Council of Ministers of
the Republic of Togo published a decree granting the right for large-scale
exploitation of the manganese deposit at Nayéga to the Company's subsidiary,
Société Générale des Mines ("SGM").  Since that date the Company has
concentrated its efforts on obtaining the required Exploitation Permit. The
terms of the permit and associated protocols have been agreed, and SGM has
been converted from a private to a public company, as required by law and in
compliance with the draft Mining Convention. However, the exploitation permit
approval has not been forthcoming. We continue to negotiate in good faith with
the authorities in Togo to achieve a satisfactory outcome and will update the
market in due course on developments.

 

Financial review

 

During the period we successfully completed a £1.95m (before expenses)
capital raise. This was supported by the Directors and also saw First Uranium
Resources Ltd come in as a cornerstone investor now owning 10% of Keras.
Subsequently associates of First Uranium have acquired an additional 7% of
Keras in the market. They share our view that the North American phosphate
market will be a key growth market and we are very pleased to have them on
board as a supportive shareholder. Since taking control of the operation in
March 2022 Keras management has now progressed Falcon Isle into a cashflow
positive entity. Although our reserves are low we do not believe that we will
need to come back to the market for funding for our current development plan.

 

The results for the 6 months ended 30 June 2022 show a loss of £467,000.
The incurred loss is partly driven by substantial legal costs incurred in
connection with the dispute with our former partner in Falcon Isle, the
dispute also resulted in the temporary shutdown of our processing plant in
Utah, with a corresponding reduction in sales.

 

 

Board Changes

 

We have made significant Board changes effective 1 September 2022. With Graham
Stacey taking on the CEO role and in the process of relocating to the US we
will have key management based on site and he will continue to build the team
around him. I would like to reiterate my thanks to Dave Reeves for all his
significant contributions to Keras during his tenure on the Board and as a
significant shareholder, and Brian Moritz for his excellent stewardship of
Keras as Chairman since listing in 2011. It was also a pleasure to welcome
Claire Parry as Independent Non-Executive Director at the beginning of
September 2022. She has previously advised Keras on accounting matters and she
brings further financial and independent counsel to the Board. I look forward
to working alongside Claire, Graham and Brian who remains as Company Secretary
and a valued Non-Executive Director.

 

Outlook

 

As we outlined in our previous results, the Exploitation Permit for the
Nayéga mine remains pending but we continue to engage with the Togolese
authorities to seek a satisfactory outcome. We will announce further updates
in due course. Our main thrust in the near term remains to progress our
phosphate to fertiliser business, underlined by our recent rebrand of the
Company and our updated website.  We are mining an essential resource that
can create value, be part of the greener economy and contribute to a more
sustainable future. As a mining company we remain ever conscious of our
obligations and commitments in line with best environmental, social and
governance ("ESG") practice and will continue to take the initiative within
this area.

 

I would like to thank our shareholders for their ongoing support. We are
excited about what the future holds for Keras, both at Diamond Creek as an
organic phosphate producer and as we broaden our remit into the carbon market.
We will also pursue new opportunities should they fit within our strategy and
be value generating for the business. We have set out our plans and goals as
outlined, ramping up operations whilst rationalising costs, widening our
customer base and accessing new markets, all with responsible mining at the
centre of what we do. We are looking to develop and sustain a positive legacy
whilst creating value for all stakeholders and I look forward to our progress
in delivering this as we continue to build Keras and Diamond Creek into the
premier organic phosphate producer in the US.

 

 

Russell Lamming

Chairman

27 September 2022

 

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

                                                                              6 months to 30-Jun-22      6 months to       6 months to 30-Sep-21      15 months to 31-Dec-21

                                                                              (unaudited)                31-Mar-21         (unaudited)                (audited)

                                                                              £'000                      (unaudited)       £'000                      £'000

                                                                                                         £'000
 Continuing operations
 Revenue                                                                      212                        31                311                         452
 Cost of production                                                           (104)                      (74)              (229)                       (496)
 Gross profit/loss                                                            108                        (43)              82                         (44)
 Administrative and exploration expenses                                      (550)                      (517)             (426)                      (1,448)
 Loss from operating activities                                               (442)                      (560)             (344)                      (1,492)
 Finance income                                                               -                          -                 -                          -
 Finance costs                                                                (25)                       -                 (1)                        (43)
 Net finance costs                                                            (25)                       -                 (1)                        (43)
 Share of net loss of associate accounted for using the equity method

                                                                              -                          -                 -                          (116)
 Loss on change of ownership                                                  -                          -                 -                          (363)
 Loss before taxation                                                         (467)                      (560)             (345)                      (2,014)
 Taxation                                                                     -                          -                 -                          -
 Loss for the period                                                          (467)                      (560)             (345)                      (2,014)

 Other comprehensive income - items that may be subsequently reclassified to
 profit or loss
 Exchange translation on foreign operations                                   53                         (47)              108                        66
 Total comprehensive (loss) for the period                                    (414)                      (607)             (237)                      (1,948)

 (Loss)/profit attributable to:
 Owners of the Company                                                        (470)                      (497)             (382)                      (1,729)
 Non-controlling interests                                                    3                          (63)              37                         (285)
 (Loss)/profit for the period                                                 (467)                      (560)             (345)                      (2,014)

 Total comprehensive income/(loss) attributable to:
 Owners of the Company                                                        (414)                      (556)             (268)                      (1,670)
 Non-controlling interests                                                    -                          (51)              31                         (278)
 Total comprehensive loss for the period                                      (414)                      (607)             (237)                      (1,948)

 Earnings per share - continuing operations
 Basic and diluted (loss)/earnings per share (pence)

                                                                              (0.015)                    (0.017)           (0.006)                    (0.033)

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2022

 

                                                                30-Jun-22         31-Mar-21         30-Sep-21         31-Dec-21

                                                                (unaudited)       (unaudited)       (unaudited)       (audited)

                                                    Notes       £'000             £'000             £'000             £'000
 Assets
 Non-current assets
 Intangible assets                                  7           4,875             3,637             4,282             4,606
 Property, plant and equipment                      8           591               493               691               554
 Right of use asset                                 9           185               -                 -                 215
                                                                5,651             4,130             4,973             5,375

 Current assets
 Inventory                                          10          484               135               245               273
 Trade and other receivables                        11          115               391               243               94
 Cash and cash equivalents                                      440               886               299               166
                                                                1,039             1,412             787               533

 Total assets                                                   6,690             5,542             5,760             5,908

 Equity
 Equity attributable to owners of the Company
 Share capital                                      12          798               629               629               630
 Share premium                                      12          5,838             4,027             4,027             4,033
 Other reserves                                                 173               68                95                111
 Retained deficit                                               (2,885)           (590)             (878)             (1,721)
                                                                3,924             4,134             3,873             3,053
 Non-controlling interests                                      (133)             934               965               229
 Total equity                                                   3,791             5,068             4,838             3,282

 Liabilities
 Current liabilities
 Trade and other payables                           13          1,423             474               922               1,658
 Lease liabilities - current                        9           120               -                 -                 107
                                                                1,543             474               922               1,765
 Non-current liabilities
 Trade and other payables                           13          1,293             -                 -                 749
 Lease liabilities - non-current                    9           63                -                 -                 112
                                                                1,356             -                 -                 861
 Total liabilities                                              2,899             474               922               2,626

 Total equity and liabilities                                   6,690             5,542             5,760             5,908

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDING 31 MARCH 2021

 

                                                                                                                 Total attributable to owners of the Company
                                                                                               Share option/                                                    Retained earnings/ (deficit)  Total        Non-controlling interests £'000

                                                                                               warrant reserve                      Financial assets at FVOCI   £'000                         £'000

                                                        Share capital £'000    Share premium   £'000             Exchange reserve   £'000                                                                                                    Total

                                                                               £'000                             £'000                                                                                                                       equity

                                                                                                                                                                                                                                             £'000

 Balance at 1 October 2020 (audited)                    487                    2,637           63                (47)               -                           8                             3,148        (140)                             3,008

 Loss for the period                                    -                      -               -                 -                  -                           (497)                         (497)        (63)                              (560)
 Other comprehensive income                             -                      -               -                 42                 -                           (101)                         (59)         12                                (47)
 Total comprehensive loss for the period                                       -               -                 42                 -                           (598)                         (556)        (51)                              (607)

 Issue of ordinary shares                               142                    1,463           -                 -                  -                           -                             1,605        -                                 1,605
 Issue costs                                            -                      (73)            -                 -                  -                           -                             (73)         -                                 (73)
 Non-controlling interest on acquisition of subsidiary

                                                        -                      -               -                 -                  -                           -                             -            1,125                             1,125
 Share based payment transactions                       -                      -               10                -                  -                           -                             10           -                                 10
                                                        142                    1,390           10                -                  -                           -                             1,542        1,125                             2,667

 Balance at 31 March 2021 (unaudited)                   629                    4,027           73                (5)                -                           (590)                         4,134        934                               5,068

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2021

 

                                                                                                                 Total attributable to owners of the Company

                                                                                               Share option/

                                                                                               warrant reserve                                                           Retained earnings/ (deficit)                Non-controlling interests

                                                        Share capital £'000    Share premium   £'000             Exchange reserve    Financial assets at FVOCI £'000     £'000                                       £'000                       Total

                                                                               £'000                             £'000                                                                                  Total                                    equity

                                                                                                                                                                                                        £'000                                    £'000

 Balance at 1 April 2021 (unaudited)                    629                    4,027           73                (5)                -                                    (590)                          4,134        934                         5,068

 Loss for the period                                    -                      -               -                 -                  -                                    (382)                          (382)        37                          (345)
 Other comprehensive income                             -                      -               -                 20                 -                                    94                             114          (6)                         108
 Total comprehensive loss for the period                                       -               -                 20                 -                                    (288)                          (268)        31                          (237)

 Issue of ordinary shares                               -                      -               -                 -                  -                                    -                              -            -                           -
 Issue costs                                            -                      -               -                 -                  -                                    -                              -            -                           -
 Non-controlling interest on acquisition of subsidiary                                                                              -

                                                        -                      -               -                 -                                                       -                              -            -                           -
 Share based payment transactions                       -                      -               7                 -                  -                                    -                              7            -                           7
                                                        -                      -               7                 -                  -                                    -                              7            -                           7

 Balance at 30 September 2021 (unaudited)               629                    4,027           80                15                 -                                    (878)                          3,873        965                         4,838

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE THREE MONTHS ENDED 31 DECEMBER 2021

 

 

                                                                                                          Total attributable to owners of the Company
                                                                                        Share option/

                                                                                        warrant reserve                      Financial assets at FVOCI   Retained Earnings/ (deficit)                Non-controlling interests £'000

                                                        Share capital   Share premium   £'000             Exchange reserve   £'000                       £'000                                                                          Total

                                                        £'000           £'000                             £'000                                                                         Total                                           equity

                                                                                                                                                                                        £'000                                           £'000

 Balance at 1 October 2021 (unaudited)                  629             4,027           80                15                 -                           (878)                          3,873        965                                4,838

 Loss for the period                                    -               -               -                 -                  -                           (850)                          (850)        (259)                              (1,109)
 Other comprehensive income                             -               -               -                 (4)                -                           7                              3            2                                  5
 Total comprehensive income for the period              -               -               -                 (4)                -                           (843)                          (847)        (257)                              (1,104)

 Issue of ordinary shares                               1               6               -                 -                  -                           -                              7            -                                  7
 Issue costs                                            -               -               -                 -                  -                           -                              -            -                                  -
 Non-controlling interest on acquisition of subsidiary  -               -               -                 -                  -                           -                              -            (479)                              (479)
 Share based payment transactions                       -               -               20                -                  -                           -                              20           -                                  20
                                                        1               6               20                -                  -                           -                              27           (479)                              (452)

 Balance at 31 December 2021 (audited)                  630             4,033           100               11                 -                           (1,721)                        3,053        229                                3,282

 

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

 

                                                                                                             Total attributable to owners of the Company

                                                                                           Share option/

                                                                                           warrant reserve                      Financial assets at FVOCI                                    Non-controlling interests

                                                           Share capital   Share premium   £'000             Exchange reserve   £'000                       Retained earnings                £'000                       Total

                                                           £'000           £'000                             £'000                                          £'000               Total                                    equity

                                                                                                                                                                                £'000                                    £'000

 Balance at 1 January 2022 (audited)                       630             4,033           100               11                 -                           (1,721)             3,053        229                         3,282

 Loss for the period                                       -               -               -                 -                  -                           (470)               (470)        3                           (467)
 Total other comprehensive income                          -               -               -                 56                 -                           -                   56           (3)                         53
 Total comprehensive loss for the period                   -               -               -                 56                 -                           (470)               (414)        -                           (414)

 Issue of ordinary shares                                  168             1,845           -                 -                  -                           -                   2,013        -                           2,013
 Issue costs                                               -               (40)            -                 -                  -                           -                   (40)         -                           (40)
 Acquisition of NCI without a change in control (note 15)

                                                           -               -               -                 -                  -                           (694)               (694)        (362)                       (1,056)
 Share based payment transactions                          -               -               6                 -                  -                           -                   6                                        6
                                                           168             1,805           6                 -                  -                           (694)               1,285        (362)                       923

 Balance at 30 June 2022 (unaudited)                       798             5,838           106               67                 -                           (2,885)             3,924        (133)                       3,791

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

                                                                              31-Jun-22         31-Mar-21         30-Sep-21         31 -Dec-21

                                                                              (unaudited)       (unaudited)       (unaudited)       (audited)

                                                                              £'000             £'000             £' 000            £'000

 Cash flows from operating activities
 Loss from operating activities                                               (467)             (560)             (345)             (2,014)
 Adjustments for:
 Depreciation and amortisation                                                99                18                17                172
 Share of loss of equity accounted associate                                  -                 71                                  116
 Loss on disposal of property, plant and                                      -                 -                 -                 -

 equipment
 Foreign exchange differences                                                 (356)             117               124               73
 Equity-settled share-based payment transactions                              6                 10                7                 37
                                                                              (718)             (344)             (197)             (1,616)
 Changes in:
 - inventories                                                                (211)             7                 (110)             (216)
 - trade and other receivables                                                (21)              (186)             148               111
 - trade and other payables                                                   (747)             45                448               540
 Cash used in operating activities                                            (1,697)           (478)             289               (1,181)

 Finance costs                                                                -                 -                 -                 -
 Net cash used in operating activities                                        (1,697)           (478)             289               (1,181)

 Cash flows from investing activities
 Cash acquired on acquisition                                                 -                 158               -                 158
 Acquisition of property, plant and equipment                                 -                 (93)              (209)             (188)
 Exploration and licence expenditure                                          (2)               (161)             (667)             (538)
 Investment in associate to date of control                                   -                 (455)             -                 -
 Net cash used in investing activities                                        (2)               (551)             (876)             (568)

 Cash flows from financing activities
 Net proceeds from issue of share capital                                     1,973             1,477             -                 1,477
 Loans (to)/repaid by subsidiaries                                            -                 -                 -                 -
 Net cash flows from financing activities                                     1,973             1,477             -                 1,477

 Net (decrease)/increase in cash and cash equivalents                         274               448               (587)             (272)
 Cash and cash equivalents at beginning of period                             166               438               886               438
 Effect of foreign exchange rate changes                                                        -                 -                 -
 Cash and cash equivalents at end of period                                   440               886               299               166

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

1.    Reporting entity

Keras Resources plc (the "Company") is a company domiciled in England and
Wales.  The unaudited condensed consolidated interim financial statements of
the Company as at and for the six months ended 30 June 2022 comprise the
Company and its subsidiaries (together referred to as the "Group") and the
Group's interests in associates and jointly controlled entities.  The Group
currently operates as an explorer and developer.

 

2.    Basis of preparation

 

(a)  Statement of compliance

This condensed consolidated interim financial report has been prepared in
accordance with IAS 34 Interim Financial Reporting. Selected explanatory notes
are included to explain events and transactions that are significant to an
understanding of the changes in financial performance and position of the
Group since the last consolidated financial statements as at and for the
period ended 31 December 2021.  This condensed consolidated interim financial
report does not include all the information required for full annual financial
statements prepared in accordance with International Financial Reporting
Standards.

 

This condensed consolidated interim financial report was approved by the Board
of Directors on 27 September 2022.

 

(b)  Judgements and estimates

 

Preparing the interim financial report requires Management to make judgements,
estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets and liabilities, income and expense.
Actual results may differ from these estimates.

 

In preparing this condensed consolidated interim financial report, significant
judgements made by Management in applying the Group's accounting policies and
key sources of estimation uncertainty were the same as those that applied to
the audited consolidated financial statements as at and for the period ended
31 December 2021.

 

3.    Significant accounting policies

 

The accounting policies applied by the Group in this condensed consolidated
interim financial report are the same as those applied by the Group in its
audited consolidated financial statements as at and for the period ended 31
December 2021.

 

4.    Financial instruments

 

Financial risk management

The Group's financial risk management objectives and policies are consistent
with those disclosed in the audited consolidated financial statements as at
and for the period ended 31 December 2021.

 

5.    Segment information

 

The Group considers that it operates in two distinct business areas, manganese
mining in West Africa and phosphate mining in Utah, USA.  These business
areas form the basis of the Group's operating segments.  For each segment,
the Group's CEO (the chief operating decision maker) reviews internal
management reports on at least a quarterly basis.

 

Other operations relate to the group's administrative functions conducted at
its head office and by its intermediate holding company together with
consolidation adjustments.

 

Information regarding the results of each reportable segment is included
below.  Performance is measured based on segment profit before tax, as
included in the internal management reports that are reviewed by the Group's
CEO.  Segment results are used to measure performance as Management believes
such information is the most relevant in evaluating the performance of certain
segments relative to other entities that operate within the exploration
industry.

 

Information about reportable segments

 

For the six months ended 30 June 2022 (unaudited)

 

                                                                   Other operations

                               Manganese           Phosphate       £'000                 Total

                               £'000               £'000                                 £'000

 External revenue              -                   212             -                     212

 Profit/(loss) before tax      22                  9               (498)                 (467)

 Segment assets                1,228               4,744           718                   6,690

 For the six months ended 31 March 2021 (unaudited)

                                                                   Other operations

                               Manganese           Phosphate       £'000                 Total

                               £'000               £'000                                 £'000

 External revenue              -                   31              -                     31

 Loss before tax               (60)                (110)           (390)                 (560)

 Segment assets                1,082               2,958           1,502                 5,542

 For the six months ended 30 September 2021 (unaudited)

                                                                   Other operations

                               Manganese           Phosphate       £'000                 Total

                               £'000               £'000                                 £'000

 External revenue              -                   311             -                     311

 Profit/(loss) before tax      (52)                20              (313)                 (345)

 Segment assets                1,076               4,036           648                   5,760

 

For the three months ended 31 December 2021 (audited)

 

                                                           Other operations

                             Manganese       Phosphate     £'000               Total

                             £'000           £'000                             £'000

 External revenue            -               109           -                   109

 Profit/(loss) before tax    52              (479)         (682)               (1,109)

 Segment assets              1,535           4,229         144                 5,908

 

 

Information about geographical segments:

 

For the six months ended 30 June 2022 (unaudited)

 

                                                                         Other operations £'000

                               West Africa £'000            US                                        Total

                                                            £'000                                     £'000

 External revenue              -                            212          -                            212

 Profit/(loss) before tax      22                           9            (498)                        (467)

 Segment assets                1,228                        4,744        718                          6,690

 For the six months ended 31 March 2021 (unaudited)

                                                                         Other operations

                               West Africa                  US           £'000                        Total

                               £'000                        £'000                                     £'000

 External revenue              -                            31           -                            31

 Loss before tax               (60)                         (110)        (390)                        (560)

 Segment assets                1,082                        2,958        1,502                        5,542

 For the six months ended 30 September 2021 (unaudited)

                                                                         Other operations

                               West Africa                  US           £'000                        Total

                               £'000                        £'000                                     £'000

 External revenue              -                            311          -                            311

 Profit/(loss) before tax      (52)                         20           (313)                        (345)

 Segment assets                1,076                        4,036        648                          5,760

 

For the three months ended 31 December 2021 (audited)

 

                                                          Other operations

                             West Africa       US         £'000               Total

                             £'000             £'000                          £'000

 External revenue            -                 109        -                   109

 Profit/(loss) before tax    52                (479)      (682)               (1,109)

 Segment assets              1,535             4,229      144                 5,908

 

6.      Seasonality of operations

Mining at Falcon Isle takes place between May and November due to winter snow
cover at the mine site and on the approach road. The fertiliser produced is
used primarily during the planting and growing seasons, but sales by Falcon
Isle take place throughout the year.

 

 

7.      Intangible assets

 

                                        30-Jun-22         31-Mar-21         30-Sep-21         31-Dec-21

                                        (Unaudited)       (unaudited)       (unaudited)       (audited)

                                        £'000             £'000             £'000             £'000
 Cost
 Balance at beginning of period         4,643             1,227             3,637             1,227
 Additions                              3                 2,629             607               3,584
 Disposals                              -                 (158)             -                 (158)

 Effect of movement in exchange rates   298               (61)              38                (10)
 Balance at end of period               4,944             3,637             4,282             4,643

 Impairment losses
 Balance at beginning of period         37                158               -                 158
 Impairment                             26                -                 -                 -
 Amortisation                                             -                 -                 37
 Disposals                                                (158)             -                 (158)
 Effect of movement in exchange rates   6                 -                 -                 -
 Balance at end of period               69                -                 -                 37

 

 Carrying amounts
 Balance at end of period        4,875      3,637      4,282      4,606
 Balance at beginning of period  4,606      1,069      3,637      1,069

 

Intangible assets comprise the fair value of prospecting and exploration
rights.

 

8.   Property, plant and equipment

Acquisitions and disposals

During the six months ended 30 June 2022 the Group acquired assets with a cost
of £nil (six months ended 31 March 2021: £263,000, six months ended 30
September 2021: £209,000, three months ended 31 December 2021: (£112,000)).

 

No assets were disposed of during the six months ended 30 June 2022 or any
comparative period.

 

 

9.    Right of use asset

 

                                                         30-Jun-22         31-Mar-21         30-Sep-21         31-Dec-21

                                                         (unaudited)       (unaudited)       (unaudited)       (audited)
                                                         £'000             £'000             £'000             £'000
 Balance at beginning of period                          215               -                 -                 -
 Additions                                               -                 -                 -                 314

 Depreciation                                            (66)              -                 -                 (99)
 Effects of movements in exchange rates                  36                -                 -                 -
                                                         185               -                 -                 215

 

Lease liability

 

                                         £'000     £'000       £'000       £'000
 Balance at beginning of period          219       -           -           -
 Additions                               -         -           -           314

 Principal reduction                     (64)      -           -           (105)

 Finance cost                            5         -           -           10
 Effects of movements in exchange rates  23                                -
                                         183       -           -           219

 

 Current portion       120    -     -     107

 Non current portion   63     -     -     112
                       183    -     -     219

 

 

10. Inventories

                         30-Jun-22               31-Mar-21 (unaudited)      30-Sep-21         31-Dec-21

                         (unaudited)                                        (unaudited)       (audited)
                         £'000                   £'000                      £'000             £'000
 Phosphate               484                     135                        245               273
                         484                     135                        245               273

 

11.       Trade and other receivables

                                                                30-Jun-22         31-Mar-21         30-Sep-21         31-Dec-21

                                                                (unaudited)       (unaudited)       (unaudited)       (audited)

                                                                £'000             £'000             £'000             £'000
               Trade receivables                                -                 -                 -                 7
 Other receivables                                              95                352               226               87
 Prepayments                                                    20                39                17                -
                                                                115               391               243               94

 

Trade receivables and other receivables are stated at their nominal values
less allowances for non-recoverability.

 

12.   Share capital and reserves

 

Ordinary shares

 

On 26 April 2022 the Company announced the raising of a total
of £1,950,000 (before expenses) by the issue of 1,625,000,000 new ordinary
shares of 0.01p each ("Ordinary Shares") at a price of 0.12p per share. On 4
May 2022 1,000,000,000 new Ordinary Shares were issued for cash consideration
to raise £1,200,000 and the balance of 625,000,000 new Ordinary Shares were
issued on 18 May 2022 through a Broker Option following approval at a General
Meeting of the company held on 16 May 2022. In addition, a further 52,500,000
new Ordinary shares were issued on 18 May 2022 at a price of 0.12p per share
in settlement of liabilities.

 

Each of the 1,677,500,000 new Ordinary Shares issued had attached a warrant
entitling the registered holder to subscribe for one new Ordinary Share at a
price of 0.18p at any time up to 31 May 2024.

 

Subsequent to 30 June 2022, following approval at a General Meeting of the
company held on 25 July 2022, the Ordinary Shares were consolidated on the
basis that every 100 Ordinary Shares were be consolidated into 1 ordinary
share of 1p ("Consolidated Ordinary Share"). Following the consolidation, the
Company's issued share capital comprises 79,735,731 Consolidated Ordinary
Shares. The subscription rights of the warrants referred to above were varied
accordingly.

 

Dividends

No dividends were declared or paid in the six months ended 30 June 2022 (six
months ended 31 March 2021: £nil, six months ended 30 September 2021: £nil,
three months ended 31 December 2021: £nil)).

 

 

13.   Trade and other payables

 Current                                                        30-Jun-22         31-Mar-21         30-Sep-21         31-Dec-21

                                                                (unaudited)       (unaudited)       (unaudited)       (audited)
                                                                £'000             £'000             £'000             £'000
 Trade payables                                                 401               146               567               962
 Accruals                                                       210               230               249               93

 Amounts due to Falcon Isle' minority interest                  -                 -                 -                 593

 Other payables                                                 814               98                106               11
                                                                1,425             474               922               1,658

 

 

 Non-current                                                    30-Jun-22         31-Mar-21         30-Sep-21         31-Dec-21

                                                                (unaudited)       (unaudited)       (unaudited)       (audited)
                                                                £'000             £'000             £'000             £'000
 Amounts due to Falcon Isle' minority interest                  -                 -                 -                 749

 Other payables                                                 1,293             -                 -                 -
                                                                1,293             -                 -                 749

 

There is no material difference between the fair value of trade and other
payables and their book value.

 

 

14.   Acquisition of non-controlling interest ("NCI") in Falcon Isle

In March 2022, the Group agreed to acquire the outstanding 49% equity interest
in Falcon Isle, together with loans totalling $1,816,527 made by the vendor to
Falcon Isle for total consideration of $3.2 million payable in four annual
tranches of $800,000 commencing on 1 July 2022.  The first payment was made
on 30 June 2022., The second payment, due by 1 July 2023, has been treated as
a current liability and is included in other payables. The final two
instalments have been treated as non-current liabilities.

 

The following table summarises the effect of changes in the Company's
ownership interest in Falcon Isle.

 

                                             £'000

 Carrying amount of NCI acquired             362

 Consideration less value of loan acquired   1,056

                                             694

 

The decrease in equity attributable to the owners of the Company comprised:

-     A decrease in retained earnings of £694,000.

 

 

15.   Related parties

 

The total amount due to Dave Reeves at the period end was £2,000 in respect
of unpaid remuneration (six months ended 31 March 2021: £43,000, six months
ended 30 September 2021: £55,000, fifteen months ended 31 December 2021:
£25,000).

 

 

 

 

 

 

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