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REG - Kropz PLC - Unaudited Half Year Results

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RNS Number : 0360O  Kropz PLC  28 September 2023

 

 

 

Kropz plc ("Kropz", the "Company") and its subsidiaries (the "Group")

Unaudited Half Year Results for the Six Months ended 30 June 2023

 

 

Kropz plc (AIM: KRPZ), an emerging African phosphate developer and producer,
announces its unaudited results for the six months ended 30 June 2023.

 

The financial report is available online at the Company's website
www.kropz.com (http://www.kropz.com) .

 

FINANCIAL AND OPERATIONAL HIGHLIGHTS

 

Operational highlights

 

As the Company entered the new financial period it started with the first
sales being recorded from the trial production phase. The group recorded
revenue of US$ 14.1 million for the six months ended 30 June 2023.

 

During the first six months of the year, the Company faced significant
challenges due to unprecedented rainfall in the Western Cape region. The heavy
and persistent rains resulted in severely wet mining conditions, posing
obstacles to our operations. To address this issue, the Company has undertaken
various measures, with a primary focus on increasing in-pit drainage to
alleviate the waterlogged conditions in our mining areas and implementing ore
stockpiling and blending strategies.

 

The extent of the ultra-fines (natural slimes) in the ore encountered has also
limited our production throughput. In response, Elandsfontein is making
strategic investments in new equipment that will enable the plant to more
effectively handle and process the challenging slimes material. Elandsfontein
aims to increase its production throughput by more than 40% and enable the
achievement of steady state production.

 

In addition to addressing the wet mining conditions, Elandsfontein continues
separating and stockpiling the hard bank material encountered in the ore. As
the hard bank material is phosphate rich and stockpiled, the Company has begun
a process to analyse the hard bank material to identify the appropriate method
of mining and processing to extract phosphate.

 

The Elandsfontein mine is still in its trial production phase and further
challenges can be expected as it progresses towards full production.

 

Key financial indicators

 

·   The first sales revenues have been recognised by Kropz Elandsfontein
(Pty) Ltd ("Elandsfontein") of US$ 14.1 million for the six months ended 30
June 2023 (period ended 30 June 2022: nil);

·      While the Company is still ramping up to steady state production
a gross loss has been recognised in the period due to discounted sales prices
as a new market entrant and operating below full production level resulting in
a cost per tonne higher than will be expected once in full production;

·    Property, plant, equipment and exploration assets carrying value is
US$ 64.2 million as at 30 June 2023 (31 December 2022: US$ 69.0 million);

·      Cash at 30 June 2023 of US$ 2.1 million (31 December 2022:
US$ 2.1 million);

·      Shareholder loans and derivative at 30 June 2023 of US$ 66.2
million (31 December 2022: US$ 55.1 million);

·      Trade and other payables at 30 June 2023 of US$ 5.4 million (31
December 2022: US$ 7.3 million); and

·      In March 2023, Kropz Elandsfontein secured a further ZAR 285
million (approximately US$ 15.5 million) bridge loan facility with The ARC
Fund ("ARC") ("Loan 1") to meet immediate cash requirements at Kropz
Elandsfontein. ZAR 225 million has been drawn by 30 June 2023. The loan is
unsecured, repayable on demand, with no fixed repayment terms and is repayable
by Kropz Elandsfontein on no less than two business days' notice. Interest is
payable at the South African prime overdraft interest rate plus 6%, nominal
per annum and compounded monthly.

 

Key corporate and operational developments during the period

 

Corporate

 

·    As announced on 16 January 2023, Kropz appointed Louis Loubser to the
board of the Company as Chief Executive Officer ("CEO") and executive
director;

·     The third drawdown on the ZAR 550 Million Equity Facility of ZAR 60
million (approximately US$ 3.5 million) occurred on 25 January 2023; and

·     The fourth drawdown on the ZAR 550 Million Equity Facility of ZAR 40
million (approximately US$ 2.2 million) occurred on 27 February 2023.

 

Elandsfontein

 

·     First bulk shipment and sale have been recorded with a total of
130,000 tonnes of phosphate concentrate sales in the first half of 2023 from
Kropz Elandsfontein, Elandsfontein is managing to achieve better prices in the
market as quality and market reputation improves.

 

Hinda

 

·       The Company has started to identify potential funding solutions
for the development of Hinda;

·       Continued engagement with local government regarding project
development; and

·       Reduced sized project is currently being assessed to propose a
fit-for-purpose low capex project to prove the concept of producing phosphate
concentrate in the Congo and exporting it.

 

Key developments post the period end

 

Corporate

 

·     The Company previously announced that it is in the process of
refinancing the BNP loan facility (outstanding amount US$ 18,750,000) and that
a replacement loan was expected to be in place in the third quarter of 2023,
before expiry of the facility. Discussions continue with potential lenders
regarding a potential replacement loan and it is now expected that a
replacement loan will be in place by the end of 2023 and the Company is in
discussion with BNP to extend its waiver period in line with this timetable.

 

Elandsfontein

 

·       While several sales have been recorded in 2023, including a
further 63,900 tonnes in the current quarter, sales are below forecast, due to
mine production having been affected by recent unprecedented seasonal rains;

·       A fifth and final drawdown on Loan 1 of ZAR R60 million was
made on 17 August 2023; and

·     As announced on 14 September 2023, Kropz, Kropz Elandsfontein and ARC
Fund agreed to further ZAR 250 million (approximately US$ 13.2 million) of
bridge loan facility ("Loan 2") to meet immediate cash requirements at Kropz
Elandsfontein. A first draw down of ZAR 155 million (approximately US$ 8
million) was made on 18 September 2023.The loan is unsecured, repayable on
demand, with no fixed repayment terms and is repayable by Kropz Elandsfontein
on no less than two business days' notice. Interest is payable at the South
African prime overdraft interest rate plus 6%, nominal per annum and
compounded monthly. In the event that any amounts are outstanding under the
loan, together with interest thereon, are not repaid within 6 months from the
first utilisation date, the interest rate will be increased with an additional
2%.

 

Hinda

 

·     The reduced sized project continues to be assessed to propose a
fit-for-purpose low capex project to prove the concept of producing phosphate
concentrate in the Congo and exporting it;

·       Good progress is continuing on the community project;

·       The coreshed construction is continuing and the 1st phase
verification of the status of the equipment stored in containers, before
transfer to site; and

·      The situation in the country appears to be under control
following recent rumours of a coup against President Denis Nguesso. The local
government have denied these rumours.  The Company are continuing to assess
the situation and the safety of employees in the country remains our top
priority.

 

 

For further information visit www.kropz.com (http://www.kropz.com) or contact:

 Kropz Plc                         Via Tavistock
 Louis Loubser (CEO)               +44 (0) 207 920 3150

 Grant Thornton UK LLP             Nominated Adviser
 Samantha Harrison                 +44 (0) 20 7383 5100

 Harrison Clarke

 Ciara Donnelly

 Hannam & Partners                 Broker
 Andrew Chubb                      +44 (0) 20 7907 8500

 Ernest Bell

 Tavistock                         Financial PR & IR (UK)
 Nick Elwes                        +44 (0) 207 920 3150

 Jos Simson                        kropz@tavistock.co.uk

 Emily Moss

 R&A Strategic Communications      PR (South Africa)
 Charmane Russell                  +27 (0) 11 880 3924

 Marion Brower                     charmane@rasc.co.za

                                   marion@rasc.co.za

 

About Kropz plc

 

Kropz is an emerging African phosphate developer and producer with phosphate
projects in South Africa and the Republic of Congo ("RoC"). The vision of the
Group is to become a leading independent phosphate rock producer and to
develop into an integrated, mine-to-market plant nutrient company focusing on
sub-Saharan Africa.

CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE
2023

 

                                                                  30 June     31 December

                                                                  2023        2022

                                                                  Unaudited   Audited

                                                          Notes   US$'000     US$'000
 Non-current assets
 Property, plant, equipment and mine development          8       64,284      68,965
 Exploration assets                                       9       43,359      42,415
 Other financial assets                                           783         860
                                                                  108,426     112,240
 Current assets
 Inventories                                                      5,602       3,273
 Trade and other receivables                                      948         1,857
 Cash and cash equivalents                                        2,078       2,120
                                                                  8,628       7,250
                                                                  117,054     119,490

 TOTAL ASSETS

 Current liabilities
 Trade and other payables                                         5,413       7,284
 Shareholder loans and derivative                         10      36,232      -
 Other financial liabilities                              11      19,241      26,808
 Current taxation                                                 626         597
                                                                  61,512      34,689
 Non-current liabilities
 Shareholder loans and derivative                         10      29,963      55,102
 Provisions                                                       2,500       2,697
                                                                  32,463      57,799
                                                                  93,975      92,488

 TOTAL LIABILITIES

 NET ASSETS                                                       23,079      27,002

 Shareholders' equity
 Share capital                                                    1,212       1,212
 Share premium                                                    194,063     194,063
 Merger reserve                                                   (20,523)    (20,523)
 Foreign exchange translation reserve                             (11,795)    (11,195)
 Share-based payment reserve                                      299         271
 Accumulated losses                                               (116,754)   (116,972)
                                                                  46,502      46,856

 Total equity attributable to the owners of the Company
 Non-controlling interests                                        (23,423)    (19,854)
                                                                  23,079      27,002

 

The accompanying notes form part of the Condensed Consolidated Financial
Statements.

 

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2023

                                                                           Six months ended  Six months ended

                                                                           30 June           30 June
                                                                           2023              2022

                                                                           Unaudited         Unaudited

                                                                   Notes   US$'000           US$'000

 Revenue                                                           12      14,053            -
 Cost of Sales                                                             (16,436)          -
 Gross loss                                                                (2,383)           -

 Other income                                                              11                500

 Selling and distribution expenses                                         (1,647)           -
 Operating expenses                                                        (2,159)           (4,796)

 Operating loss                                                            (6,178)           (4,296)

 Finance income                                                    13      57                85
 Finance expense                                                   14      (9,720)           (4,306)
 Fair value gain / (loss) from derivative liability                15      11,817            (7,637)
 Impairment losses                                                 16      -                 (44,700)

 Loss before taxation                                                      (4,024)           (60,854)

 Taxation                                                          17       -                -

 Loss for the period                                                       (4,024)           (60,854)

 Profit / (loss) attributable to:
 Owners of the Company                                                     1,518             (46,794)
 Non-controlling interests                                                 (5,542)           (14,060)
                                                                           (4,024)           (60,854)

 Loss for the period                                                       (4,024)           (60,854)

 Other comprehensive income:
 Items that may be subsequently reclassified to profit or loss:
 -     Exchange differences on translating foreign operations              73                (3,636)

 Total comprehensive loss                                                  (3,951)           (64,490)

 Profit / (loss) attributable to:
 Owners of the Company                                                     918               (50,081)
 Non-controlling interests                                                 (4,869)           (14,409)
                                                                           (3,951)           (64,490)

 Earnings per share attributable to owners of the Company:
 Basic and diluted (US cents)                                      18      0.16              (5.09)

 

The accompanying notes form part of the Condensed Consolidated Financial
Statements.

 

CONDENSED INTERM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2023

                                                                           Share    Share premium  Merger    Foreign currency translation  Share-based payment reserve  Retained earnings                       Non-controlling interest  Total equity

                                                                        capital                    reserve   reserve                                                                       Total attributable

                                                                                                                                                                                           to owners
                                                                        US$'000     US$'000        US$'000   US$'000                       US$'000                      US$'000            US$'000              US$'000                   US$'000
 Unaudited - six months ended 30 June 2023
 Balance at 1 January 2023                                              1,212       194,063        (20,523)  (11,195)                      271                          (116,972)          46,856               (19,854)                  27,002
 Total comprehensive loss for the period                                -           -              -         (600)                         -                            1,518              918                  (4,869)                   (3,951)

 Share based payment charges                                            -           -              -         -                             28                           -                  28                   -                         28
 Investment in non-redeemable preference shares of Kropz Elandsfontein  -           -              -         -                             -                            (1,300)            (1,300)              1,300                     -
 Transactions with owners                                               -           -              -         -                             28                           (1,300)            (1,272)              1,300                     28
 Balance at 30 June 2023                                                1,212       194,063        (20,523)  (11,795)                      299                          (116,754)          46,502               (23,423)                  23,079

 Unaudited - six months ended 30 June 2022
 Balance at 1 January 2022                                              1,194       193,524        (20,523)  (7,807)                       1,197                        (45,626)           121,959              5,778                     127,737
 Total comprehensive loss for the period                                -           -              -         (3,287)                       -                             (46,794)           (50,081)             (14,409)                 (64,490)
                                                                        18          503            -         -                             -                            -                  521                  -                         521

 Issue of shares
 Share options exercised                                                -           730            -         -                             (730)                        -                  -                    -                         -
 Share based payment charges                                            -           -              -         -                             119                          -                  119                  -                         119
 Investment in non-redeemable preference shares of Kropz Elandsfontein  -           -              -         -                             -                            (1,999)            (1,999)              1,999                     -
 Transactions with owners                                               18          1,233          -         -                             (611)                        (1,999)            (1,359)              1,999                     640
 Balance at 30 June 2022                                                1,212       194,757        (20,523)  (11,094)                      586                          (94,419)           70,519               (6,632)                   63,887

 

The accompanying notes form part of the Condensed Consolidated Financial
Statements.

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2023

                                                              Six months ended  Six months ended

                                                              30 June           30 June
                                                              2023              2022

                                                              Unaudited         Unaudited

                                                              US$'000           US$'000
 Cash flows from operating activities
 Loss before taxation                                         (4,024)           (60,854)
 Adjustments for:
 Depreciation of property, plant and equipment                369               425
 Amortisation of right-of-use assets                          -                 18
 Impairment losses                                            -                 44,700
 Share-based payment                                          21                119
 Interest income                                              (57)              (85)
 Interest expense                                             5,671             2,414
 Fair value (gain) / losses from derivative liability         (11,817)          7,637
 Foreign currency exchange differences                        4,048             1,884
 Fair value (gain) / loss on game animals                     (24)              21
 Operating cash flows before working capital changes          (5,813)           (3,721)
 Decrease / (Increase) in trade and other receivables         783               (478)
 Increase in inventories                                      (2,852)           (1,117)
 (Decrease) / Increase in payables                            (936)             4,832
 Net cash flows used in operating activities                  (8,818)           (484)

 Cash flows used in investing activities
 Purchase of property, plant and equipment                    (1,616)           (16,762)
 Exploration and evaluation expenditure                       (190)             (194)
 Other financial asset                                        (8)               70
 Interest received                                            57                85
 Transfers from restricted cash                               -                 4,858
 Net cash flows used in investing activities                  (1,757)           (11,943)

 Cash flows from financing activities
 Finance cost paid                                            (1,345)           (1,072)
 Shareholder loan received                                    20,183            11,730
 Repayment of lease liabilities                               -                 (14)
 (Repayment) / Proceeds of Other financial liabilities        (7,520)           25
 Issue of ordinary share capital                              -                 554
 Net cash flows from financing activities                     11,318            11,223
                                                              743               (1,204)

 Net increase / (decrease) in cash and cash equivalents
 Cash and cash equivalents at beginning of the period         2,120             2,461
 Foreign currency exchange losses on cash                     (785)             (250)
 Cash and cash equivalents at end of the period               2,078             1,007

 

The accompanying notes form part of the Condensed Consolidated Financial
Statements.

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2023

 

1.       General information

 

Kropz and its subsidiaries (together "the Group") is an emerging plant
nutrient producer with an advanced stage phosphate mining project in South
Africa, Elandsfontein, and a phosphate project in the RoC, Hinda. The
principal activity of the Company is that of a holding company for the Group,
as well as performing all administrative, corporate finance, strategic and
governance functions of the Group.

 

The Company was incorporated on 10 January 2018 and is a public limited
company, with its ordinary shares admitted to the AIM Market of the London
Stock Exchange on 30 November 2018 trading under the symbol, "KRPZ". The
Company is domiciled in England and incorporated and registered in England and
Wales. The address of its registered office is 35 Verulam Road, Hitchin, SG5
1QE. The registered number of the Company is 11143400.

 

2.       Basis of preparation

 

These interim consolidated financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting and the AIM rules and in
accordance with the accounting policies of the consolidated financial
statements for the year ended 31 December 2022. They do not include all
disclosures that would otherwise be required in a complete set of financial
statements and should be read in conjunction with the 2022 annual report. The
statutory financial statements for the year ended 31 December 2022 were
prepared in accordance with UK adopted international accounting standards and
the Companies Act 2006 applicable to companies reporting under the
International Financial Reporting Standards ("IFRS"). They have been filed
with the Registrar of Companies. The auditors' reported on those financial
statements was unqualified but included a material uncertainty related to
going concern.

 

The interim consolidated financial statements have been prepared under the
historical cost convention unless otherwise stated in the accounting policies.
They are presented in United States Dollars, the presentation currency of the
Group and figures have been rounded to the nearest thousand.

 

The interim risk assessment is consistent with the assessment of the annual
financial report for 31 December 2022.

 

The interim financial information is unaudited and does not constitute
statutory accounts as defined in the Companies Act 2006.

 

The interim financial information was approved and authorised for issue by the
Board of Directors on 27 September 2023.

 

3.       Going concern

 

During the six months ended 30 June 2023, the Group incurred a loss of US$ 4
million (six months ended 30 June 2022: US$60.9 million) and experienced net
cash outflows from operating activities. Cash and cash equivalents totalled
US$ 2.1 million as at 30 June 2023 (31 December 2022: US$ 2.1 million)

 

Elandsfontein is currently the Group's only source of operating revenue. As
Elandsfontein is still in trial production and still ramping up its operations
an operating loss is also expected in the full year following the date of
these accounts. The Group is consequently dependent on future fundraisings to
meet any production costs, overheads, future development and exploration
requirements and quarterly repayments on the BNP loan that cannot be met from
existing cash resources and sales revenue in trial production phase.

 

The going concern assessment was performed using the Group's 15-month
forecast. The Group's forecast cash flows are largely driven by Elandsfontein
and are in line with the 31 December 2022 going concern assessment, the
Elandsfontein Life of Mine plan ("LOM" or "mine plan") used for the going
concern assessment only considers resources classified as measured and
indicated, excluding any inferred resources, as per the updated Mineral
Resource Estimate ("MRE"). As mining activities and further drilling work
progress, Elandsfontein expects to reclassify more of the resources from
inferred to either measured and indicated as announced on 10 January 2023.

 

Elandsfontein's forecast cashflows were estimated using market-based commodity
prices, exchange rate assumptions, estimated quantities of recoverable
minerals, production levels, operating costs and capital requirements over a
15-month period.

 

The forecast cashflows include a number of estimates which if the actual
outcome were different could have a significant impact on the financial
outcome of the Elandsfontein mine operations and the Group's funding needs.

 

The 15-month forecast assumes a refinancing in December 2023 to repay the BNP
loan facility and provide working capital.

 

Phosphate rock prices and grade: Forecast phosphate rock prices are based on
management's estimates of quality of production. The forecast selling prices
are derived from forward price curves and long-term views of global supply and
demand in a changing environment, particularly with respect to climate risk,
building on past experience of the industry and consistent with external
sources.

 

The first bulk shipment and sale was recorded in January 2023 with a total of
130,000 tonnes of phosphate concentrate sales in the first half of 2023 from
Kropz Elandsfontein. Kropz is a new entrant to the phosphate market and has to
date produced variable grade and has sold its shipments at a discount to
prevailing market prices. As quality and market reputation improves,
Elandsfontein is managing to achieve better prices in the market. The cashflow
model assumes a discount to the prevailing market price for 31% P(2)O(5)
phosphate concentrate for the period up to December 2024 largely due to
variability in the grade of Elandsfontein's product being produced during its
ramp-up phase and considering that Elandsfontein is a new market entrant.
The mine plan forecasts market prices for all shipments from the end of 2024.
The ability to achieve market rates on sales is largely dependent on
Elandsfontein's ability to consistently produce 31% P(2)O(5) concentrate.
Failing this, the Group may continue to suffer a discount to market rates.
 

 

Phosphate recoveries: Estimated production volumes are based on detailed LOM
plans of the measured and indicated resource as defined in the MRE and take
into account development plans for the mine agreed by management as part of
the long-term planning process. Production volumes are dependent on a number
of variables, such as: the recoverable quantities; the production profile; the
cost of the development of the infrastructure necessary to extract the
reserves; the production costs; the contractual duration of mining rights; and
the selling price of the commodities extracted.

 

Estimated production volumes are subject to significant uncertainty given the
ongoing ramp up.  The production ramp-up has been delayed largely by the need
to re-engineer parts of the fine flotation circuit proposed by the vendor.
Mining and processing have also been affected by early unpredicted ore
variability and lack of operator experience. The Company has begun a process
to analyse the hard bank material to identify the appropriate method of mining
and processing to extract phosphate. Also the Western Cape has experienced
unprecedented rain this season which has led to severely wet mining conditions
and has hindered ore delivery to the plant and concentrate production during
the six-months to June 2023.  This is being addressed by increased drainage.
Production throughput is also being limited by the nature of slimes material
and, the Company is investing in new equipment to seek to overcome this and
aims to increase production throughput by more than 40%.

 

Reserves and resources: The LOM plan used for the impairment testing and going
concern assessment only includes the measured and indicated resources as
defined in the MRE. Excluding inferred resources limits the forecast
production to only around 4 years. There was a significant reduction in the
measured and indicated resource in the MRE issued in January 2023 as set out
in the Strategic report in the Annual Report for the year ended 31 December
2022.  The Directors believe that the inferred resources in the MRE are
capable of being accessed giving a mine life of around 15 years, but this has
not been taken into account in the cashflows. As drilling operations continue,
and confidence improves, Management expects more of the total resource will be
reclassified to measured and indicated.

 

Exchange rates: Foreign exchange rates are estimated with reference to
external market forecasts. The assumed average long-term US dollar/ZAR
exchange rate over LOM and for the forecast cashflows is ZAR18.50/USD.

 

Operating cost: Operating costs are estimated with reference to contractual
and actual current costs adjusted for inflation.  Key operating cost
estimates are mine and plant operating costs and transportation and port
costs.  The forecast mine and plant costs were based on the contracted rates
with the current mine and plant operators.

 

Transportation costs: Transnet has informed the Group that it may have to
export some shipments through Cape Town in 2023 and 2024 which would lead to
higher transportation cost to Cape Town.  The transportation costs in the
cashflows assume that 10% of 2023 and 2024 shipments are through Cape Town at
the higher logistic cost. To date all sales have been exported through the
port of Saldanha Bay. As production is still ramping up and the port access
agreement with Transnet has not yet been signed, the actual operating costs
may be higher than the estimates in the discounted cash flows.

 

The Group is dependent on future fundraisings to meet any production costs,
overheads, future development and exploration requirements and quarterly
repayments on the BNP loan that cannot be met from existing cash resources and
sales revenue.

 

ARC Fund, on various occasions in the past provided funding to support the
Group's operations. In March 2023, Kropz, Kropz Elandsfontein and the ARC Fund
agreed to further ZAR 285 million (approximately US$ 15.5 million) bridge
loan facilities to meet immediate cash requirements at Kropz Elandsfontein.
In September 2023, Kropz Elandsfontein and ARC Fund signed a further ZAR 250
million (approximately US$ 13.2 million) bridge loan facility to meet
immediate cash requirements at Kropz Elandsfontein. A first draw down of
ZAR 155 million (approximately US$ 8 million) was made on 18 September
2023.  Management has confirmed with ARC that they have no intention to call
any outstanding loans over the next 12-months for cash repayment.

 

Management engages frequently with BNP regarding the capital repayment and
refinancing of the BNP debt facility. The Company did not reach project
completion as stipulated in the BNP facility agreement by 31 December 2022.
Considering the delay in achieving sales, the Company also failed to fund the
debt service reserve account as required. BNP have, to date, waived these
requirements, preventing the Company from falling in default of its loan
terms.

 

At the end of the waiver period, the bank has the contractual right to request
the immediate repayment of the outstanding loan amount of US$ 15,000,000. BNP
has indicated their willingness to extend the waivers to December 2023. Kropz
Elandsfontein has made all the capital and interest payments to BNP as
required to the date of this report.

 

Based on the current cashflow forecast additional funding will be required
over the 15 month forecast period.

 

Given that BNP Paribas is exiting South Africa, the Group was unable to
refinance the existing loan with them. Significant progress has been made with
the refinancing of the BNP loan facility and Management, at the date of this
report, are in advanced discussions with several lenders to provide the
required funding to repay the BNP debt facility and provide working capital
and expects that a replacement loan will be in place in by 31 December 2023.

 

Based on the Group's current available reserves, recent operational
performance, forecast production and sales and anticipated new borrowing based
on discussions with a potential lenders, coupled with Management's track
record to successfully raise additional funds as and when required, to meet
its working capital and capital expenditure requirements, the Board have
concluded that they have a reasonable expectation that the Group will continue
in operational existence for the foreseeable future and at least to December
2024.

 

For these reasons, the financial statements have been prepared on the going
concern basis, which contemplates the continuity of normal business activities
and the realisation of assets and discharge of liabilities in the normal
course of business.

 

As there can be no guarantee that the required future funding can be raised in
the necessary timeframe, a material uncertainty exists that may cast
significant doubt on the Group's ability to continue as a going concern and
therefore it may be unable to realise its assets and discharge its liabilities
in the normal course of business.

 

The financial report does not include adjustments relating to the
recoverability and classification of recorded asset amounts or to the amounts
and classification of liabilities that might be necessary should the Group not
continue as a going concern.

 

4.      Significant accounting policies

 

The Company has applied the same accounting policies, presentation, methods of
computation, significant judgements and the key sources of estimation
uncertainties in its interim consolidated financial statements as in its
audited financial statements for the year ended 31 December 2022, except for
the following amendments and revenue recognition and production start date
which apply for the first time in 2023. However, none of the recent amendments
to IFRS are expected to materially impact the Group as they are either not
relevant to the Group's activities or require accounting which is consistent
with the Group's current accounting policies.

 

The following new standards and amendments are effective for the period
beginning 1 January 2023:

 

·    Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of
Financial Statements and IFRS Practice Statement 2);

·     Definition of Accounting Estimates (Amendments to IAS 8 Accounting
policies, Changes in Accounting Estimates and Errors);

·      Deferred Tax related to Assets and Liabilities arising from a
Single Transaction (Amendments to IAS 12 Income Taxes); and

·      International Tax Reform - Pillar Two Model Rules (Amendment to
IAS 12 Income Taxes).

 

5.       Revenue recognition

 

The Group is principally engaged in the business of producing phosphate
concentrate. Revenue from contracts with customers is recognised when control
of the goods or services is transferred to the customer at an amount that
reflects the consideration to which the Group expects to be entitled in
exchange for those goods.

 

The Group has concluded that it is the principal in its revenue contracts
because it typically controls the goods or services before transferring them
to the customer.

 

6.       Production start date

 

The Group assesses the stage of each mine under development/construction to
determine when a mine moves into the production phase, this being when the
mine is substantially complete and ready for its intended use. The criteria
used to assess the start date are determined based on the unique nature of the
mine development. The Group considers various relevant criteria to assess when
the production phase is considered to have commenced. At this point, all
related amounts are reclassified from "trial production" to "steady state
production".

 

Some of the criteria used to identify the production start date include, but
are not limited to:

•    The percentage grade (phosphate concentrate) and volume of ore being
minded is sufficiently economic and consistent with the plant design
specifications;

•     Ability to produce phosphate in saleable form (within
specifications); and

•     Ability to sustain ongoing production of phosphate.

 

When the mine moves into the steady state production, the capitalisation of
certain mine development costs ceases and costs are either regarded as forming
part of the cost of inventory or expensed, except for the costs that qualify
for capitalisation relating to mining asset additions or improvements, or
mineable reserve development. It is also at this point that
depreciation/amortisation commences.

 

7.      Segmental information

 

Operating segments

The Board of Directors consider that the Group has one operating segment,
being that of phosphate mining and exploration. Accordingly, all revenues,
operating results, assets and liabilities are allocated to this activity.

 

Geographical segments

The Group operates in two principal geographical areas - South Africa and the
RoC.

 

The Group's revenues and non-current assets by location of assets are detailed
below.

 

 30 June 2023                      Non-Current Assets

                        Revenues   US$'000

                        US$'000

 South Africa           14,053     65,032
 Republic of Congo      -          43,394
                        14,053     108,426

 

 31 December 2022                  Non-Current Assets

                        Revenues   US$'000

                        US$'000

 South Africa           -          69,795
 Republic of Congo      -          42,445
                        -          112,240

 

8.      Tangible assets - Property, plant, equipment and mine development

 

                                           30 June  30 June                       30 June         31 Dec 2022  31 Dec                        31 Dec

                                           2023     2023                          2023                         2022                          2022
                                           Cost     Accumulated                   Carrying value  Cost         Accumulated                   Carrying value

                                                    depreciation and impairment                                depreciation and impairment
                                           US$'000  US$'000                       US$'000         US$'000      US$'000                       US$'000
 Buildings and infrastructure
 Land                                      1,280    (795)                         485             1,418        (795)                         623
 Buildings                                 8,883    (5,028)                       3,855           9,840        (5,597)                       4,243
 Capitalised road costs                    6,861    (5,356)                       1,505           7,600        (5,709)                       1,891
 Capitalised electrical sub-station costs  2,977    (2294)                        683             3,297        (2,445)                       852

 Machinery, plant and equipment
 Critical spare parts                      1,750    (893)                         857             1,786        (1,002)                       784
 Plant and machinery                       85,857   (47,711)                      38,146          95,061       (53,486)                      41,575
 Water treatment plant                     2,264    (1,167)                       1,097           2,333        (1,308)                       1,025
 Furniture and fittings                    51       (38)                          13              56           (41)                          15
 Geological equipment                      71       (47)                          24              79           (48)                          31
 Office equipment                          27       (27)                          -               30           (28)                          2
 Other fixed assets                        1        (1)                           -               1            (1)                           -
 Motor vehicles                            84       (84)                          -               93           (93)                          -
 Computer equipment                        75       (49)                          26              79           (45)                          34

 Mine development                          17,121   (8,711)                       8,410           17,724       (9,788)                       7,936

 Stripping activity costs                  20,127   (11,132)                      8,995           22,257       (12,485)                      9,772

 Game animals                              188      -                             188             182          -                             182

 Total                                     147,617  (83,333)                      64,284          161,836      (92,871)                      68,965

 

Reconciliation of property, plant, equipment and mine development - Period
ended 30 June 2023

                                           Opening   Additions  Fair value gain  Deprecia-tion charge  Foreign exchange loss  Closing balance

                                           Balance   US$'000    US$'000          US$'000               US$'000                US$'000

                                           US$'000
 Buildings and infrastructure
 Land                                      623       -          -                -                     (138)                  485
 Buildings                                 4,243     -          -                (15)                  (373)                  3,855
 Capitalised road costs                    1,891     -          -                (237)                 (149)                  1,505
 Capitalised electrical sub-station costs  852       -          -                (101)                 (68)                   683

 Machinery, plant and equipment
 Critical spare parts                      784       142        -                -                     (69)                   857
 Plant and machinery                       41,575    32         -                (1)                   (3,460)                38,146
 Water treatment plant                     1,025     164        -                -                     (92)                   1,097
 Furniture and fittings                    15        -          -                (2)                   -                      13
 Geological equipment                      31        -          -                (3)                   (4)                    24
 Office equipment                          2         -          -                (2)                   -                      -
 Other fixed assets                        -         -          -                -                     -                      -
 Motor vehicles                            -         -          -                -                     -                      -
 Computer equipment                        34        4          -                (8)                   (4)                    26
                                                                                 -
 Mine development                          7,936     1,161      -                -                     (687)                  8,410
                                                                                 -
 Stripping activity costs                  9,772     36         -                -                     (813)                  8,995

 Game animals                              182       -          24               -                     (18)                   188

 Total                                     68,965    1,539      24               (369)                 (5,875)                64,284

 

Reconciliation of property, plant, equipment and mine development - Year ended
31 December 2022

 

                                           Opening   Additions                              Deprecia-tion charge  Foreign exchange loss  Closing balance

                                           Balance   US$'000    Fair value loss   Impair-   US$'000               US$'000                US$'000

                                           US$'000              US$'000           ment

                                                                                  US$'000
 Buildings and infrastructure
 Land                                      1,515     -          -                 (795)     -                     (97)                   623
 Buildings                                 10,458    -          -                 (5,747)   (33)                  (435)                  4,243
 Capitalised road costs                    5,143     -          -                 (2,522)   (527)                 (203)                  1,891
 Capitalised electrical sub-station costs  2,310     -          -                 (1,137)   (229)                 (92)                   852

 Machinery, plant and equipment
 Critical spare parts                      1,713     190        -                 (1,046)   -                     (73)                   784
 Plant and machinery                       86,180    14,911     -                 (55,775)  (1)                   (3,740)                41,575
 Water treatment plant                     2,435     56         -                 (1,366)   -                     (100)                  1,025
 Furniture and fittings                    9         10         -                 -         (4)                   -                      15
 Geological equipment                      20        18         -                 -         (6)                   (1)                    31
 Office equipment                          11        -          -                 -         (9)                   -                      2
 Other fixed assets                        -         -          -                 -         -                     -                      -
 Motor vehicles                            -         -          -                 -         -                     -                      -
 Computer equipment                        24        24         -                 -         (12)                  (2)                    34

 Mine development                          18,938    -          -                 (10,227)  -                     (775)                  7,936

 Stripping activity costs                  6,126     17,178     -                 (13,035)  -                     (497)                  9,772

 Game animals                              217       -          (21)              -         -                     (14)                   182

 Total                                     135,099   32,387     (21)              (91,650)  (821)                 (6,029)                68,965

 

Kropz Elandsfontein has a fully drawn down project financing facility with BNP
Paribas for US$ 30 million (see Note 11). BNP has an extensive security
package over all the assets of Kropz Elandsfontein and Elandsfontein Land
Holdings (Pty) Ltd ("Elandsfontein Land Holdings") as well as the share
investments in those respective companies owned by Kropz SA (Pty) Ltd ("Kropz
SA").

 

9.      Intangible assets - exploration and evaluation costs

 

                                30 June   31 December

                                2023      2022

                                US$'000   US$'000
 Capitalised exploration costs
 Cost                           43,359    42,415
 Amortisation                   -         -
 Carrying value                 43,359    42,415

 

 

Reconciliation of exploration assets

                                Opening   Additions              Foreign exchange Gain  Closing balance

                                Balance   US$'000                US$'000                US$'000

                                US$'000              Disposals

                                                     US$'000
 Period ended 30 June 2023
 Capitalised exploration costs  42,415    199        -           745                    43,359

 

Reconciliation of exploration assets

                                Opening   Additions              Foreign exchange loss  Closing balance

                                Balance   US$'000                US$'000                US$'000

                                US$'000              Disposals

                                                     US$'000
 Year ended 31 December 2022
 Capitalised exploration costs  44,631    346        -           (2,562)                42,415

 

The costs of mineral resources acquired and associated exploration and
evaluation costs are not subject to amortisation until they are included in
the life-of-the-mine plan and production has commenced.

 

Where assets are dedicated to a mine, the useful lives are subject to the
lesser of the asset category's useful life and the life of the mine, unless
those assets are readily transferable to another productive mine. In
accordance with the requirements of IFRS 6, the Board of Directors assessed
whether there were any indicators of impairment. No indicators were identified
(refer to Note 16).

 

10.     Shareholder loans and derivative liability

 

                               30 June   31 December

                               2023      2022

                               US$'000   US$'000
 Shareholder loans - ARC Fund  29,963    17,010
 Convertible debt - ARC Fund   21,066    15,055
 Derivative liability          15,166    23,037
                               66,195    55,012

 

 Maturity
 Non-current  29,963  55,012
 Current      36,232  -
 Total        66,195  55,012

 

Shareholder loans - ARC Fund

The loans are: (i) US$ denominated, but any repayments will be made in ZAR at
the then prevailing ZAR/US$ exchange rate; (ii) carry interest at monthly SOFR
plus 3%; and (iii) are repayable by no later than 1 January 2035 (or such
earlier date as agreed between the parties to the shareholder agreements).

 

Convertible debt - ARC Fund

On 20 October 2021, the Company entered into a new convertible equity facility
of up to ZAR 200 million ("ZAR 200 Million Equity Facility") with ARC, the
Company's major shareholder. Interest is payable at 14% nominal, compounded
monthly. At any time during the term of the ZAR 200 Million Equity Facility,
repayment of the ZAR 200 Million Equity Facility capital amount will, at the
election of ARC, either be in the form of the conversion into ordinary shares
of 0.1 pence each ("Ordinary Shares") in the Company and issued to ARC, at a
conversion price of 4.5058 pence per Ordinary Share each, representing the
30-day Volume Weighted Average Price ("VWAP") on 21 September 2021, and at
fixed exchange rate of GBP 1 = ZAR 20.24 ("Conversion"), or payable in cash by
the Company at the end of the term of the ZAR 200 Million Equity Facility
which is 27 October 2026.  The ZAR 200 Million Equity Facility is fully drawn
at the date of this report.

 

As announced on 11 May 2022, the Company entered into a new conditional
convertible equity facility of up to ZAR 177 million ("ZAR 177 Million Equity
Facility") with ARC.  Interest is payable at 14% nominal, compounded monthly.
At any time during the term of the ZAR 177 Million Equity Facility, repayment
of the ZAR 177 Million Equity Facility capital amount will, at the election of
ARC, either be in the form of the conversion into Ordinary Shares in the
Company and issued to ARC, at a conversion price of 9.256 pence per Ordinary
Share each, representing the 30-day Volume Weighted Average Price ("VWAP") on
4 May 2022, and at fixed exchange rate of ZAR 1 = GBP 0.0504 ("Conversion"),
or payable in cash by the Company at the end of the term of the ZAR 177
Million Equity Facility which is 2 June 2027.  The ZAR 177 Million Equity
Facility is fully drawn at the date of this report.

 

As announced on 14 November 2022, the Company entered into a new conditional
convertible equity facility of up to ZAR 550 million ("ZAR 550 Million Equity
Facility") with ARC. Interest is payable at the South African prime overdraft
interest rate plus 6%, nominal per annum and compounded monthly. At any time
during the term of the ZAR 550 Million Equity Facility, repayment of the
ZAR 550 Million Equity Facility capital amount will, at the election of ARC,
either be in the form of the conversion into Ordinary Shares in the Company
and issued to ARC, at a conversion price of 4.579 pence per Ordinary Share
each, representing the 30-day Volume Weighted Average Price ("VWAP") on 21
October 2022 and at fixed exchange rate of ZAR 1 = GBP 0.48824 ("Conversion"),
or payable in cash by the Company at the end of the term of the ZAR 550
Million Equity Facility which is 30 November 2027.  The Company drew down a
further ZAR 100 million during the 6-month period ending 30 June 2023, with
ZAR 7.5 million remaining undrawn on the ZAR 550 Million Equity Facility at 30
June 2023.

 

Derivative liability

It was determined that the conversion option embedded in the convertible debt
equity facility be accounted for separately as a derivative liability.
Although the amount to be settled is fixed in ZAR, when converted back to
Kropz's functional currency will result in a variable amount of cash based on
the exchange rate at the date of conversion. The value of the liability
component and the derivative conversion component were determined at the date
of draw down using a Monte Carlo simulation. The debt host liability was
bifurcated based on the determined value of the option.  Subsequently, the
embedded derivative liability is adjusted to reflect fair value at each period
end with changes in fair value recorded in profit and loss (refer to Note 21).

 

Fair value of shareholder loans

The carrying value of the loans approximates their fair value.

 

11.     Other financial liabilities

 

                        30 June   31 December

                        2023      2022

                        US$'000   US$'000
 BNP Paribas ("BNP")    18,527    26,298
 Greenheart Foundation  714       510
 Total                  19,241    26,808

 

BNP

A US$ 30,000,000 facility was made available by BNP Paribas to Kropz
Elandsfontein in September 2016.

 

In May 2020, Kropz Elandsfontein and BNP Paribas agreed to amend and restate
the term loan facility agreement entered into on or about 13 September 2016
(as amended from time to time). The BNP Paribas facility amendment agreement
extends inter alia the final capital repayment date to Q3 2024, with eight
equal capital repayments to commence in Q4 2022 and an interest rate of 6.5%
plus SOFR, up to project completion and 4.5% plus SOFR thereafter.

 

BNP Paribas has an extensive security package over all the assets of Kropz
Elandsfontein and Elandsfontein Land Holdings as well as the share investments
in those respective companies owned by Kropz SA.

 

The BNP loan is subject to covenant clauses. Kropz Elandsfontein did not reach
project completion as stipulated in the agreement to be 31 December 2022 and
failed to fund the Debt Service Reserve Account, however BNP Paribas has
provided, a waiver to 30 September 2023. The outstanding balance is therefore
presented as a current liability.

 

Greenheart Foundation

A loan has been made to the Group by Greenheart Foundation which is
interest-free and repayable on demand. Louis Loubser, a Director of the Kropz
plc, is a Director of Greenheart Foundation.

 

Fair value of other financial liabilities

The carrying value of the loans approximate their fair value.

 

12.     Revenue

 

                                Six months ended  Six months ended

                                30 June           30 June

                                2023              2022

                                US$'000           US$'000
 Sales to region/Country
 South Africa                   1,836             -
 Australia                      1,489             -
 Brazil                         4,933             -
 New Zealand                    1,968             -
 South Korea                    3,827             -
                                14,053            -

 Timing of transfer of Goods
 Delivery to port of departure  14,053            -
                                14,053            -

 

All revenue from phosphate is recognised at a point in time when control
transfers.

 

13.     Finance income

 

                  Six months ended  Six months ended

                  30 June           30 June

                  2023              2022

                  US$'000           US$'000
 Interest income  57                85
 Total            57                85

 

14.     Finance expense

 

                                                                        Six months ended  Six months ended

                                                                        30 June           30 June

                                                                        2023              2022

                                                                        US$'000           US$'000
 Shareholder loans                                                      4,271             1,215
 Foreign exchange losses                                                4,049             1,892
 Bank debt                                                              1,343             1,057
 BNP Paribas - Debt modification present value adjustment amortisation  (104)             (123)
 BNP Paribas amendment fee amortisation                                 91                108
 Finance leases                                                         -                 3
 Other                                                                  70                154
 Total                                                                  9,720             4,306

 

15.     Fair value gain / (loss) from derivative liability

 

                                                     Six months ended  Six months ended

                                                     30 June           30 June

                                                     2023              2022

                                                     US$'000           US$'000
 Fair value gain / (loss) from derivative liability  11,817            (7,637)
 Total                                               11,817            (7,637)

 

The Company has entered into three convertible equity facilities with the ARC
Fund. On 20 October 2021, the Company entered into the first a convertible
equity facility of up to ZAR 200 million ("ZAR 200 Million Equity Facility").
The second convertible equity facility was entered into on 11 May 2022 of up
to ZAR 177 million ("ZAR 177 Million Equity Facility"). On 14 November 2022,
the Company entered into its third conditional convertible equity facility of
up to ZAR 550 million ("ZAR 550 Million Equity Facility.") with ARC Fund
(refer to Note 10).

 

It was determined that the conversion option embedded in the convertible debt
equity facility be accounted for separately as a derivative liability.
Although the amount to be settled is fixed in ZAR, when converted back to
Kropz's functional currency will result in a variable amount of cash based on
the exchange rate at the date of conversion. The value of the liability
component and the derivative conversion component was determined at the date
of draw down using a Monte Carlo simulation. The debt host liability was
bifurcated based on the determined value of the option.  Subsequently, the
embedded derivative liability is adjusted to reflect fair value at each period
end with changes in fair value recorded in profit and loss (refer to Note 21).

 

16.     Impairment losses

 

The following impairment loss was recognised in the six-month period ended 30
June 2022:

 

                                                         Six months ended  Six months ended

                                                         30 June           30 June

                                                         2023              2022

                                                         US$'000           US$'000
 Property, plant, equipment and mine development assets  -                 44,700
 Total                                                   -                 44,700

 

A bi-annual impairment assessment was performed and it was determined that no
adjustment to the impairment provision for the period to 30 June 2023 is
required. The impairment loss for the period to 30 June 2022 was recognised in
relation to the Elandsfontein mine.  The triggers for the impairment test
were primarily related to the hard bank that was encountered in the pit, which
necessitated further drilling.

 

17.     Taxation

 

 Major components of tax charge                   Six months ended  Six months ended

                                                  30 June           30 June

                                                  2023              2022

                                                  US$'000           US$'000
 Deferred
 Originating and reversing temporary differences  -                 -
 Current tax
 UK tax in respect of current period              -                 -
 Total                                            -                 -

 

The Group had losses for tax purposes of approximately US$ 51.9 million (31
December 2022: US$ 57.5 million) which, subject to agreement with taxation
authorities, are available to carry forward against future profits. A net
deferred tax asset arising from these losses has not been recognised as steady
state production has not been reached.

 

18.     Earnings per share

 

The calculations of basic and diluted earnings per share have been based on
the following loss attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding:

 

                                                          Six months ended  Six months ended

                                                          30 June           30 June

                                                          2023              2022

                                                          US$'000           US$'000
 Profit / (Loss) attributable to ordinary shareholders    1,518             (46,794)
 Weighted average number of ordinary shares in Kropz plc  926,718,223       920,069,356

 Basic and diluted profit / (loss) per share (US cents)   0.16              (5.09)

 

19.     Related party transactions

 

Details of share issues and shareholder loans are explained in Notes 10 and
11. In addition, the following transactions were carried out with related
parties:

 

Related party balances

Loan accounts - Owed to related parties

 

                               30 June   31 December

                               2023      2022

                               US$'000   US$'000
 Shareholder loans - ARC Fund  29,963    17,010
 Convertible debt - ARC Fund   21,066    15,055
 Derivative liability          15,166    23,037
 Greenheart Foundation         714       510
 Total                         66,909    55,612

 

Related party balances

Interest paid to related parties

 

           Six months ended  Six months ended

           30 June           30 June

           2023              2022

           US$'000           US$'000
 ARC Fund  4,271             1,215
 Total     4,271             1,215

 

20.     Seasonality of the Group's business

 

With the unexpected record rainfall experienced in the Western Cape the mining
plan was amended to consider higher rainfall in winter periods to minimise the
effects of wet mining conditions. There are no other seasonal factors which
materially affect the operations of any company in the Group.

 

21.     Fair value

 

The following table compares the carrying amounts and fair values of the
Group's financial assets and financial liabilities as at 30 June 2023.

 

The Group considers that the carrying amount of the following financial assets
and financial liabilities are a reasonable approximation of their fair value:

·      Trade receivables;

·      Trade payables;

·      Restricted cash; and

·      Cash and cash equivalents.

 

                              As at 30 June 2023               As at 31 December 2022
                              Carrying amount  Fair            Carrying amount  Fair

                              US$'000          value           US$'000          value

                                               US$'000                          US$'000
 Financial Assets
 Other financial assets       783              783             860              860
 Total                        783              783             860              860

 Financial Liabilities
 Shareholder loans            51,029           51,029          32,065           32,065
 Derivative liability         15,166           15,166          23,037           23,037
 Other financial liabilities  19,241           19,241          26,808           26,808
 Total                        85,436           85,436          81,910           81,910

This note provides an update on the judgements and estimates made by the Group
in determining the fair values of the financial instruments.

 

(i)         Financial instruments Measured at Fair Value

The financial instruments recognised at fair value in the Statement of
Financial Position have been analysed and classified using a fair value
hierarchy reflecting the significance of the inputs used in making the
measurements.

 

(ii)         Fair value hierarchy

The fair value hierarchy consists of the following levels

•     Quoted prices in active markets for identical assets and
liabilities (Level 1);

•   Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (as prices) or
indirectly (derived from prices) (Level 2); and

•    Inputs for the asset and liability that are not based on observable
market date (unobservable inputs) (Level 3).

 

                       Level 1   Level 2   Level 3   Total

                       US$'000   US$'000   US$'000   US$'000

 30 June 2023
 Derivative liability  -         -         15,166    15,166

 31 December 2022
 Derivative liability  -         -         23,037    23,037

 

There were no transfers between levels for recurring fair value measurements
during the year.

 

(iii)        Reconciliation:  Level 3 fair value measurement

 

                                                Six months ended  Year ended

                                                30 June           31 December

                                                2023              2022

                                                US$'000           US$'000

 Derivative liability
 Opening balance                                (23,037)          (2,656)
 Fair value at initial recognition              (3,083)           (31,852)
 Fair value gain recognised in profit and loss  11,817            10,807
 Foreign exchange                               (863)             664
 Closing balance                                (15,166)          (23,037)

 

(iv)        Valuation technique used to determine fair value

Derivative liability:

The fair value is calculated with reference to market rates using industry
valuation techniques and appropriate models from a third-party provider. The
Monte-Carlo model utilised includes a high level of complexity and the main
inputs are share price volatility, risk margin, foreign exchange volatility
and UK risk-free rate. A number of factors are considered in determining these
inputs, including assessing historical experience but also considering future
expectations. The determined fair value of the option is multiplied by the
number of shares available for issue pursuant to the ZAR 200 Million Equity
Facility, ZAR 177 Million Equity Facility and the ZAR 550 Million Equity
Facility (refer to Note 10).

 

Valuation results (as at 30 June 2023)

                   Total loan amount  Value per  Number of    Total Value
 Facility          (ZAR)              share (p)  Shares       (GBP)
 ZAR200m facility  200,000,000        1.18       219,272,938  2,594,239
 ZAR177m facility  177,000,000        0.65       96,378,566   621,771
 ZAR550m facility  542,500,000        1.51       578,445,513  8,744,119
 Total                                           894,097,017  11,960,129

 

Sensitivity Valuation results (as at 30 June 2023) - Volatility

                                    Total Value
                   (GBP) - 100%     Total Value
                   historical       (GBP) - 50%
                   Base volatility  volatility   historical
 Facility          assumption       (75%)        volatility (38%)
 ZAR200m facility  63%              4,443,173    1,120,995
 ZAR177m facility  63%              1,461,751    125.010
 ZAR550m facility  63%              15,217,593   3,765,510
 Total                              21,122,517   5,011,515

 

Sensitivity Valuation results (as at 30 June 2023) - Risk Margin

                                     Total Value  Total Value
                   Base risk margin  (GBP) - 7%   (GBP) - 3%
 Facility          assumption        risk margin  risk margin
 ZAR200m facility  5%                2,727,344    2,463,408
 ZAR177m facility  5%                669,854      575,190
 ZAR550m facility  5%                9,192,309    8,301,860
 Total                               12,589,507   11,340,458

 

Sensitivity Valuation results (as at 30 June 2023) - FX volatility

                                       Total Value    Total Value
                   (GBP) - 20%         (GBP) - 10%
 Facility          Base FX volatility  FX volatility  FX volatility
 ZAR200m facility  14%                 2,367,251      2,755,410
 ZAR177m facility  14%                 530,650        687,339
 ZAR550m facility  14%                 7,982,928      9,265,707
 Total                                 10,880,829     12,708,456

 

Sensitivity Valuation results (as at 30 June 2023) - UK risk-free rate

                                           Total Value    Total Value
                   (GBP) - UK rf           (GBP) - UK rf
 Facility          Base UK risk-free rate  + 2%           -2%
 ZAR200m facility  4.3%                    2,727,344      2,463,408
 ZAR177m facility  4.1%                    669,854        575,190
 zAR550m facility  3.6%                    9,192,309      8,301,860
 Total                                     12,589,507     11,340,458

 

22.     Events after the reporting period

 

A further shipment and sale of 33,000 tonnes of phosphate concentrate from
Kropz Elandsfontein was recorded in July 2023 and a further 30,900 tonnes in
September 2023.

 

The fifth and final drawdown on the ZAR 285 million bridging facility of ZAR
60 million was made on 17 August 2023.

 

As announced on 14 September 2023, Kropz, Kropz Elandsfontein and ARC Fund
agreed to further ZAR 250 million (approximately US$ 13.2 million) bridge
loan facilities ("Loan 2") to meet immediate cash requirements at Kropz
Elandsfontein. A first draw down of ZAR 155 million (approximately US$ 8
million) was made on 18 September 2023. The loan is unsecured, repayable on
demand, with no fixed repayment terms and is repayable by Kropz Elandsfontein
on no less than two business days' notice. Interest is payable on the Loan at
the South African prime overdraft interest rate plus 6%, nominal per annum and
compounded monthly. In the event that any amounts outstanding under the Loan,
together with interest thereon, is not repaid within 6 months from the first
utilisation date, the interest rate will be increased with an additional 2%.

 

 

 

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