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REG - Sovereign Metals Ltd - Half-Year Accounts

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RNS Number : 6629G  Sovereign Metals Limited  13 March 2024

 

INTERIM FINANCIAL REPORT

FOR THE HALF YEAR ENDED

31 DECEMBER 2023

 

abn 71 120 833 427

 

CORPORATE DIRECTORY

 Directors                                                                       Nominated Advisor & Broker
 Mr Benjamin Stoikovich           Chairman

                                                                               SP Angel Corporate Finance LLP
 Mr Frank Eagar                        Managing Director and CEO

                                                                               Prince Frederick House
 Mr Ian Middlemas                    Non-Executive Director

                                                                               35-39 Maddox Street
 Dr Julian Stephens                  Non-Executive Director

                                                                               London W1S 2PP, United Kingdom
 Mr Mark Pearce                        Non-Executive

 Director                                                                        Brokers

 Mr Nigel Jones                          Non-Executive Director                  Berenberg, Gossler & Co, KG, London Branch

                                                                               60 Threadneedle Street

London EC2R 8HP

United Kingdom
 Company Secretary                                                               T: +44 20 3753 3132

Mr Dylan Browne

                                                                               Share Register
 London Office                                                                   Australia
 Unit 3C, 38 Jermyn Street, London

SW1Y 6DN, United Kingdom                                                       Computershare Investor Services Pty Ltd

Telephone:                  +44 207 478 3900
Level 17

221 St Georges Terrace

Perth  WA  6000

 Cape Town Office
Telephone:                  1300 850 505

International:               +61 8 9323 2000
 Ground Floor, Block C,
Facsimile:                    +61 8 9323 2033

The Terraces, Steenberg Office Park

Cape Town, South Africa

                                                                                 United Kingdom

 Operations Office                                                               Computershare Investor Services PLC

The Pavilions,
 Area 4
Bridgewater Road,

Bristol BS99 6ZZ
 Lilongwe
Telephone: +44 370 702 0000

 Malawi

                                                                                 Solicitors

                                                                               Thomson Geer
 Registered and Principal Office

 Level 9, 28 The Esplanade

Perth  WA   6000

Telephone: +61 8 9322 6322                                                     Auditor

                                                                               Ernst & Young
 Stock Exchange Listings

 Australia

 Australian Securities Exchange                                                  Bankers

ASX Code: SVM - Ordinary Shares                                                National Australia Bank

 United Kingdom                                                                  Standard Bank - Malawi

 London Stock Exchange (AIM)

 AIM Code: SVML - Depository Interests

 

 CONTENTS

 Directors' Report
 Consolidated Statement of Profit or Loss and Other Comprehensive Income
 Consolidated Statement of Financial Position
 Consolidated Statement of Changes in Equity
 Consolidated Statement of Cash Flows
 Notes to the Financial Statements
 Directors' Declaration
 Competent Person Statement
 Auditor's Independence Declaration
 Independent Auditor's Review Report

 

DIRECTORS' REPORT

The Directors of Sovereign Metals Limited present their report on Sovereign
Metals Limited (Sovereign or the Company or Parent) and the entities it
controlled at the end of, or during, the half year ended 31 December 2023
(Consolidated Entity or Group).

DIRECTORS

The names of Directors in office at any time during the financial period or
since the end of the financial period are:

Current Directors

Mr Benjamin Stoikovich       Chairman

Mr Frank Eagar                      Managing Director and
CEO (appointed 20 October 2023)

Mr Ian Middlemas                  Non-Executive Director

Dr Julian Stephens                Non-Executive Director
(previously Managing Director, Non-Executive as of 20 October 2023)

Mr Mark Pearce                      Non-Executive Director

Mr Nigel Jones                       Non-Executive
Director

All Directors were in office from 1 July 2023 until the date of this report,
unless otherwise noted.

REVIEW AND RESULTS OF OPERATIONS

KASIYA RUTILE-GRAPHITE PROJECT

 

Sovereign is focused on the development of its Kasiya rutile-graphite project
(Kasiya or the Project) in Malawi. The Pre-Feasibility Study (PFS) confirmed
Kasiya as a potentially major critical minerals project delivering
industry-leading economic returns and sustainability metrics.

The Company's objective is to develop a large-scale, long life rutile-graphite
operation, focusing on developing an environmentally and socially responsible,
sustainable operation.

Figure 1: Sovereign's Kasiya project displaying location in South-East Africa

Kasiya is the largest rutile deposit in the world with more than double the
contained rutile as its nearest rutile peer, Sierra Rutile. The Kasiya Mineral
Resource Estimate (MRE) is 1.8 Billion tonnes (Bt) at 1.0% rutile resulting in
17.9 Million tonnes (Mt) tonnes of contained natural rutile and 24.4Mt of
contained graphite. The MRE has broad zones of very high-grade rutile which
occurs contiguously across a very large area of over 200km(2). Rutile
mineralisation lies in laterally extensive, near surface, flat "blanket" style
bodies in areas where the weathering profile is preserved and not
significantly eroded. Kasiya's graphite co-product MRE is 1.8Bt at 1.4%
graphite, containing over 24.4Mt of graphite.

SUMMARY AND HIGHLIGHTS DURING AND SUBSEQUENT TO PERIOD END

PFS Results

·           Results of the PFS released in late 2023 demonstrated
Kasiya's potential to become the world's largest rutile producer at an average
of 222kt per annum and one of the world's largest natural graphite producers
outside of China at an average of 244kt per annum based on an initial 25 year
life-of-mine (LOM)

·           PFS delivered compelling economics with a post-tax
NPV(8) of US$1.6 Billion and post-tax IRR of 28%. This long-life,
multi-generational operation was modelled to initially generate over US$16
Billion of revenue and provide an average annual EBITDA of US$415 Million per
annum

·           The PFS modelling was limited to only 25 years with an
initial Probable Ore Reserves declared of 538Mt, representing only 30% of the
total Project MRE

Project Optimisation

·           Sovereign advanced optimisation test work and technical
studies for Kasiya with the Company's strategic investor, Rio Tinto

·           Significant field activities and a number of test work
programs have commenced in order to provide data for the Project optimisation
phase

·           The Company aims to become the world's largest, lowest
cost and lowest-emissions producer of two critical minerals - titanium
(rutile) and graphite

Rio Tinto invests $40.6m to become a 15% Strategic Investor

·           Rio Tinto made an investment of A$40.6 million in
Sovereign resulting in an initial 15% shareholding plus options to increase
their position to potentially 19.99% within 12 months

·           Rio Tinto's investment represents a significant step
towards unlocking a major new supply of low-CO(2) natural rutile and flake
graphite

·           Under the Investment Agreement, Rio Tinto will provide
assistance and advice on technical and marketing aspects including Sovereign's
graphite co-product, with a primary focus on spherical purified graphite for
the lithium-ion battery anode market

Key Management Appointments to Drive Project Optimisation and Development at
Kasiya

·           Appointment of experienced African based mining
executive, Mr Frank Eagar, as the new Managing Director and CEO

·           Previous Managing Director Dr Julian Stephens has
transitioned to Non-Executive Director

·           Key technical appointments of experienced African
engineering, social, environmental and legal teams to work on project
optimisation and advancing the development of the Kasiya Project

Lithium-Ion battery graphite program upscaled

·           Over 60 tonnes of ore was extracted targeting
production of an initial 600kg of natural graphite for lithium-ion battery
anode test work and product qualification

·           The upscaled graphite qualification program will
support ongoing Project studies

·           Sovereign and Rio Tinto have agreed to collaborate to
qualify graphite from Kasiya, with a particular focus on supplying the
spherical purified graphite (SPG) segment of the lithium-ion battery anode
market

·           This graphite qualification program coincides with
China's announced curbs on exports of natural graphite, a critical mineral for
the US, EU, Japan and Australia

Figures 2 & 3: Bulk sample mechanised spiral drilling and sampling at
Kasiya in November 2023

Extensions to Rutile & Graphite Mineralisation at Kasiya

·           Wide-spaced regional reconnaissance drilling, outside
the current JORC (2012) compliant MRE area, identified a 8km extension of
mineralisation to the south which remains open along strike and at depth

·           Results are testament to the world-class scale of the
Kasiya deposit and demonstrate potential for a future increase of the Kasiya's
MRE, which is already the largest natural rutile deposit and second largest
flake graphite deposit in the world

Figure 4: Southern newly defined mineralised extensions at Kasiya

Strong Support from the Government of Malawi

·           The Government of Malawi has applauded the timely
investment by Rio Tinto and marked it as a milestone towards realising the
country's aspirations of growing the mining sector as a priority industry

·           PFS demonstrates Kasiya's potential to provide
significant socio-economic benefits for Malawi including fiscal returns, job
creation, skills transfer and sustainable community development initiatives

·           With mining being one of the key pillars for growth
under Malawi's economic development strategy (Agriculture, Tourism, Mining -
ATM Policy) and the potential for Kasiya to be a project of national
significance, the Government has constituted an Inter-ministerial Project
Development Committee to work alongside the Company to assist in the
permitting process

Highly-experienced social specialist appointed

·           Africa-based social specialist consultancy,
SocialEssence were appointed to lead social and community development programs
for Sovereign in Malawi

·           SocialEssence joins Sovereign's Owners Team and will
design, implement, and manage several social and community initiatives which
will feed into Project studies and permitting

·           SocialEssence has a strong and successful track record
of implementing social responsibility programs across southern Africa,
including at First Quantum Minerals' Zambian project

Commissioning of Sustainable Farming Initiative in Malawi

·           Sovereign initiated a Conservation Farming Program in
Malawi as part of its sustainability initiatives related to the development of
Kasiya

·           Local farmers will be trained in sustainable farming
techniques to increase maize crop yield; protect soil from erosion and
degradation; and to improve long term food security

·           Supporting local communities in addressing their social
priorities is a core principle of Sovereign's ESG Strategy as the company
advances the development of Kasiya

·           Sovereign's owner's team have previously implemented
this program at First Quantum Minerals' Zambian operations where over 7,000
farmers were participating in the program by 2022

Figure 5: Local communities embracing the conservation farming program

Transfer of Malingunde licence to NGX Limited

In January 2024, NGX Limited (NGX) was issued with a retention licence of the
Malingunde graphite project which fully completed the demerger of Sovereign's
standalone graphite projects. In 2023, Sovereign successfully demerged its
standalone graphite projects (Nanzeka Project, Malingunde Project, Duwi
Project and Mabuwa Project) into NGX, which listed on ASX in June 2023.

OPERATING RESULTS

 

The net operating loss after tax for the half year ended 31 December 2023 was
$6,976,503 (2022: $8,486,503) which is attributable to:

(i)         Interest income of $938,402 (2022: $138,366) earned on
term deposits held by the Group;

(ii)        exploration and evaluation expenditure of $5,027,397 (2022:
$5,792,042), which is attributable to the Group's accounting policy of
expensing exploration and evaluation expenditure (other than expenditures
incurred in the acquisition of the rights to explore) incurred by the Group in
the period subsequent to the acquisition of the rights to explore up to the
successful completion of definitive feasibility studies for each separate area
of interest. The exploration and evaluation expenditure in the current period
predominately relates to the Group's PFS at its Kasiya Project in Malawi;

(iii)       business development expenses of $996,548 (2022: $1,130,083)
which are attributable to the Group's investor and shareholder relations
activities including but not limited to public relations costs, marketing and
digital marketing, broker and advisor fees, travel costs, conference fees,
business development consultant fees and costs of the Group's ASX and AIM
listings; and

(iv)       non-cash share based payments expenses of $1,089,974 (2022:
$1,061,657) which is attributable to the Group's accounting policy of
expensing the value of shares, incentive options and rights (estimated using
an appropriate pricing model) granted to key employees, consultants and
advisors. The value of incentive options and rights is measured at grant date
and recognised over the period during which the option and rights holders
become unconditionally entitled to the incentive securities.

FINANCIAL POSITION

At 31 December 2023, the Group had cash reserves of $39,436,707 (30 June 2023:
$5,564,376) placing it in an excellent financial position to continue with the
development of Kasiya.

At 31 December 2023, the Company had net assets of $44,263,313 (30 June 2023:
$9,672,569), an increase of 358% compared with the prior period. This is
largely attributable to the increase in cash reserves following the investment
made by Rio Tinto in the period.

SIGNIFICANT POST BALANCE DATE EVENTS

Other than the above, there are no matters or circumstances which have arisen
since 31 December 2023 that have significantly affected or may significantly
affect:

·       the operations, in periods subsequent to 31 December 2023, of
the Group;

·       the results of those operations, in periods subsequent to 31
December 2023, of the Group; or

·       the state of affairs, in periods subsequent to 31 December
2023, of the Group.

AUDITOR'S INDEPENDENCE DECLARATION

Section 307C of the Corporations Act 2001 requires our auditors, Ernst &
Young, to provide the directors of Sovereign Metals Limited with an
Independence Declaration in relation to the review of the half year financial
report. This Independence Declaration is on page 17 and forms part of this
Directors' Report.

 

This report is made in accordance with a resolution of the directors made
pursuant to section 306(3) of the Corporations Act 2001.

 

For and on behalf of the Directors

 

 

 

 

Frank Eagar

Managing Director and CEO

13 March 2024

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE HALF YEAR ENDED 31 DECEMBER 2023

 

                                                                               Note  Half Year Ended    Half Year Ended

31 December 2023
31 December 2022

$
$
 Interest income                                                                     938,402            138,366
 Other expenses                                                                      (173,386)          (45,234)
 Exploration and evaluation expenses                                                 (5,027,397)        (5,792,042)
 Corporate and administrative expenses                                               (572,119)          (474,014)
 Business development expenses                                                       (996,548)          (1,130,083)
 Share based payments expense                                                  4(d)  (1,089,974)        (1,061,657)
 Demerger expenses                                                                   (55,481)           (121,839)
 Loss before income tax                                                              (6,976,503)        (8,486,503)
 Income tax expense                                                                  -                  -
 Loss for the period                                                                 (6,976,503)        (8,486,503)

 Other comprehensive income/(loss), net of income tax:
 Items that may be reclassified subsequently to profit or loss
 Exchange differences on foreign entities                                            3,530              (38,018)
 Other comprehensive income/(loss) for the period, net of income tax                 3,530              (38,018)
 Total comprehensive loss for the period                                             (6,972,973)        (8,524,521)

 Loss attributable to members of Sovereign Metals Limited                            (6,972,973)        (8,524,521)

 Total comprehensive loss attributable to members of Sovereign Metals Limited        (6,972,973)        (8,524,521)
 Loss per share
 Basic and Diluted loss per share (cents per share)                            5     (1.1)              (1.8)

 

 

The above Consolidated Statement of Profit or Loss and Other Comprehensive
Income should be read in conjunction with the accompanying notes.

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

 

                                    Note  31 December 2023  30 June 2023

$
$
 ASSETS
 Current Assets
 Cash and cash equivalents                39,436,707        5,564,376
 Other receivables                        353,837           286,484
 Other financial assets                   245,000           420,000
 Total Current Assets                     40,035,544        6,270,860

 Non-current Assets
 Property, plant and equipment            525,551           532,039
 Exploration and evaluation assets  3     5,086,129         5,086,129
 Total Non-current Assets                 5,611,680         5,618,168

 TOTAL ASSETS                             45,647,224        11,889,028

 LIABILITIES
 Current Liabilities
 Trade and other payables                 1,288,116         2,063,838
 Provisions                               95,795            152,621
 Total Current Liabilities                1,383,911         2,216,459

 TOTAL LIABILITIES                        1,383,911         2,216,459
 NET ASSETS                               44,263,313        9,672,569

 EQUITY
 Issued capital                     4(a)  117,835,631       74,508,488
 Reserves                           4(b)  (5,080,122)       (3,320,226)
 Accumulated losses                       (68,492,196)      (61,515,693)
 TOTAL EQUITY                             44,263,313        9,672,569

 

 

The above Consolidated Statement of Financial Position should be read in
conjunction with the accompanying notes.

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE HALF YEAR ENDED 31 DECEMBER 2023

 

                                                                Issued Capital  Share Based        Demerger Reserve  Foreign Currency Translation Reserve  Accumulated Losses  Total Equity

$

$
$
                                                                                Payments Reserve   $                 $

$
 Balance at 1 July 2023                                         74,508,488      4,155,950          (7,336,678)       (139,498)                             (61,515,693)        9,672,569
 Net loss for the period                                        -               -                  -                 -                                     (6,976,503)         (6,976,503)
 Other comprehensive income                                     -               -                  -                 3,530                                 -                   3,530
 Total comprehensive income/(loss) for the period               -               -                  -                 3,530                                 (6,976,503)         (6,972,973)
 Transactions with owners, recorded directly in equity
 Issue of placement shares                                      40,598,258      -                  -                 -                                     -                   40,598,258
 Transfer from SBP reserve on conversion of performance rights  2,853,400       (2,853,400)        -                 -                                     -                   -
 Share based payments expense                                   -               1,089,974          -                 -                                     -                   1,089,974
 Share issue costs                                              (124,515)       -                  -                 -                                     -                   (124,515)
 Total transactions with owners recorded directly in equity     43,327,143      (1,763,426)        -                 -                                     -                   41,563,717
 Balance at 31 December 2023                                    117,835,631     2,392,524          (7,336,678)       (135,968)                             (68,492,196)        44,263,313
 Balance at 1 July 2022                                         78,860,187      2,084,466          -                 (87,695)                              (55,695,820)        25,161,138
 Net loss for the period                                        -               -                  -                 -                                     (8,486,503)         (8,486,503)
 Other comprehensive loss                                       -               -                  -                 (38,018)                              -                   (38,018)
 Total comprehensive loss for the period                        -               -                  -                 (38,018)                              (8,486,503)         (8,524,521)
 Transactions with owners, recorded directly in equity
 Issue of shares upon exercise of options                       27,000          -                  -                 -                                     -                   27,000
 Transfer from SBP reserve upon exercise of options             12,108          (12,108)           -                 -                                     -                   -
 Share based payments expense                                   -               1,061,657          -                 -                                     -                   1,061,657
 Share issue costs                                              (88,430)        -                  -                 -                                     -                   (88,430)
 Total transactions with owners recorded directly in equity     (49,322)        1,049,549          -                 -                                     -                   1,000,227
 Balance at 31 December 2022                                    78,810,865      3,134,015          -                 (125,713)                             (64,182,323)        17,636,844

 

 

The above Consolidated Statement of Changes in Equity should be read in
conjunction with the accompanying notes.

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE HALF YEAR ENDED 31 DECEMBER 2023

 

                                                           Half Year Ended    Half Year Ended

31 December 2023
31 December 2022

$
$
 Cash flows from operating activities
 Payments to suppliers and employees                       (7,050,623)        (7,314,907)
 Interest received                                         744,942            150,791
 Net cash used in operating activities                     (6,305,681)        (7,164,116)

 Cash flows from investing activities
 Payments for purchase of plant and equipment              (205,902)          (23,970)
 Repayment of loan receivable from NGX Limited             34,434             -
 Net cash used in investing activities                     (171,468)          (23,970)

 Cash flows from financing activities
 Proceeds from issue of shares                             40,598,258         -
 Payments for share issue costs                            (248,778)          (600,221)
 Net cash from/(used in) financing activities              40,349,480         (600,221)

 Net increase/(decrease) in cash and cash equivalents      33,872,331         (7,788,307)
 Net foreign exchange differences                          -                  4,764
 Cash and cash equivalents at the beginning of the period  5,564,376          18,892,741
 Cash and cash equivalents at the end of the period        39,436,707         11,109,198

 

 

The above Consolidated Statement of Cash Flows should be read in conjunction
with the accompanying notes.

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE HALF YEAR ENDED 31 DECEMBER 2023

 

1.       MATERIAL ACCOUNTING POLICY INFORMATION

Sovereign Metals Limited (the "Company") is a for profit company limited by
shares and incorporated in Australia, whose shares are publicly traded on the
Australian Securities Exchange and the AIM Market of the London Stock
Exchange. The consolidated interim financial statements of the Company as at
and for the period from 1 July 2023 to 31 December 2023 comprise the Company
and its subsidiaries (together referred to as the "Group"). The nature of the
operations and principal activities of the Group are as described in the
Directors' Report. The interim consolidated financial statements of the Group
were authorised for issue in accordance with the resolution of the directors
on 12 March 2024.

This interim financial report does not include all the notes of the type
normally included in an annual financial report. Accordingly, this report is
to be read in conjunction with the audited annual report of Sovereign for the
year ended 30 June 2023 (where comparative amounts have been extracted from)
and any public announcements made by the Group during the interim reporting
period in accordance with the continuous disclosure requirements of the
Corporations Act 2001.

(a)    Basis of Preparation of Half Year Financial Report

The consolidated financial statements have been prepared on the basis of
historical cost, except for the revaluation of certain financial instruments.
Cost is based on the fair values of the consideration given in exchange for
assets.  All amounts are presented in Australian dollars. There have been no
changes in the critical accounting judgements or key sources of estimation
since 30 June 2023.

(b)    Statement of Compliance

The consolidated interim financial report complies with Australian Accounting
Standards, including AASB 134 which ensures compliance with International
Financial Reporting Standard ("IFRS") IAS 34 "Interim Financial Reporting" as
issued by the International Accounting Standards Board. The accounting
policies adopted in the preparation of the half-year financial report are
consistent with those applied in the preparation of the Group's annual
financial report for the year ended 30 June 2023, except for new standards,
amendments to standards and interpretations effective 1 July 2023. In the
current half year, the Group has adopted all of the new and revised Standards
and Interpretations issued by the AASB that are relevant to its operations and
effective for the current annual reporting period.

(d)    Issued standards and interpretations not early adopted

 

 Standard/Interpretation                                                         Application Date of Standard  Application Date for Group
 AASB 2020-1 Amendments to Australian Accounting Standards - Classification of   1 January 2024                1 July 2024
 Liabilities as Current or Non-Current
 AASB 2022-6 Amendments to Australian Accounting Standards - Non-current         1 January 2024                1 July 2024
 Liabilities with Covenants
 AASB 2014-10 Amendments to Australian Accounting Standards - Sale or            1 January 2025                1 July 2025
 Contribution of Assets between an Investor and its Associate or Joint Venture

Australian Accounting Standards and Interpretations that have recently been
issued or amended but are not yet effective have not been adopted by the Group
for the reporting period ended 31 December 2023. Those which may be relevant
to the Group are set out in the table below, but these are not expected to
have any significant impact on the Group's financial statements:

2.       SEGMENT INFORMATION

AASB 8 requires operating segments to be identified on the basis of internal
reports about components of the Consolidated Entity that are regularly
reviewed by the chief operating decision maker in order to allocate resources
to the segment and to assess its performance. The Consolidated Entity has one
operating segment, being exploration in Malawi.

3.       EXPLORATION AND EVALUATION ASSETS
                                                                  31 December 2023  30 June 2023

$
$
 (a)        Movement in Exploration and Evaluation Assets
 Malawi Project:
 Carrying amount as at 1 July                                     5,086,129         7,170,282
 Disposals - Demerger of NGX Limited                              -                 (2,084,153)
 Closing balance((i))                                             5,086,129         5,086,129

Note:

(i)          The ultimate recoupment of costs carried forward for
exploration and evaluation is dependent on the successful development and
commercial exploitation or sale of the respective areas of interest..

4.       EQUITY SECURITIES ISSUED
                                                                     31 December 2023  30 June 2023

$
$
 (a)        Issued Capital
 563,003,401 (30 June 2023: 470,875,023) fully paid ordinary shares  117,835,631       74,508,488

(Note 4(c))

 (b)        Reserves
 Share Based Payment Reserve
 6,100,000 (30 June 2023: 6,100,000) tranche 2 performance rights    -                 2,484,430
 7,810,000 (30 June 2023: 7,810,000) tranche 3 performance rights    2,149,093         1,671,52
 3,150,000 (30 June 2023: nil) tranche 4 performance rights          110,699           -
 4,150,000 (30 June 2023: nil) tranche 5 performance rights          132,732           -
 Total Share Based Payments Reserve (Note 4(d))                      2,392,524         4,155,950

 Foreign Currency Translation Reserve (FCTR)
 Exchange differences                                                (135,968)         (139,498)
 Total Foreign Currency Translation Reserve (FCTR)                   (135,968)         (139,498)

 Demerger Reserve                                                    (7,336,678)       (7,336,678)
 Tota Demerger Reserve                                               (7,336,678)       (7,336,678)
 Total Reserves                                                      (5,080,122)       (3,320,226)

(c)        Movements in Ordinary Share Capital were as follows:
 Date       Details                                                No. of Shares  Issue Price  $

$
 1 Jul 23   Opening balance                                        470,875,023    -            74,508,488
 Various    Issue of placement shares                              83,535,510     0.486        40,598,258
 25 Aug 23  Issue of advisory fee shares                           2,492,868      -            -
 29 Sep 23  Issue of shares upon conversion of performance rights  6,100,000      -            2,853,400
 31 Dec 23  Share issue costs                                      -              -            (124,515)
 31 Dec 23  Closing balance                                        563,003,401                 117,835,631

 1 Jul 22   Opening Balance                                        470,725,023                 78,860,187
 7 Jul 22   Issue of shares upon exercise of options               150,000        $0.14        27,000
 7 Jul 22   Transfer from SBP reserve upon exercise of options     -              -            12,108
 23 Mar 23  In-specie distribution on demerger of NGX Limited      -              -            (4,178,114)
 30 Jun 23  Share issue costs                                      -              -            (212,693)
 30 Jun 23  Closing Balance                                        470,875,023    -            74,508,488

(d)        Movements in Options and Performance Rights were as follows:
 Date         Details                                                          No. of Performance Rights  $((i))
 1 Jul 2023   Opening balance                                                  13,910,000                 4,155,950
 29 Sep 2023  Transfer from SBP reserve upon conversion of performance rights  (6,100,000)                (2,853,400)
 Various      Issue of performance rights                                      8,600,000                  -
 31 Dec 2023  Share based payment expense                                      -                          1,089,974
 31 Dec 2023  Closing balance                                                  16,410,000                 2,392,524

 1 Jul 22     Opening Balance                                                  12,440,000                 2,084,466
 7 Jul 22     Transfer from SBP reserve upon exercise of options               -                          (12,108)
 Various      Issue of performance rights                                      1,920,000                  -
 1 Jun 23     Lapse of performance rights                                      (450,000)                  (256,164)
 30 Jun 23    Share-based payment expense                                      -                          2,339,756
 30 Jun 23    Closing Balance                                                  13,910,000                 4,155,950

 

Notes

(i)   The value of performance rights granted during the period is estimated as at the date of grant based on the underlying share price (recognised over the vesting period (if applicable) in accordance with Australian Accounting Standards.

During the period, 1,300,000 "Definitive Feasibility Study Milestone"
performance rights were issued and 6,100,000 "Pre-Feasibility Study Milestone"
performance rights converted into ordinary shares, the terms of which are
consistent with what is disclosed in the Group's Annual Report for 30 June
2023. During the period, 3,150,000 "Grant of Mining Licence Milestone"
performance rights which convert on the unconditional grant of a Mining
Licence at the Kasiya Rutile Project in accordance with the relevant Malawi
mines act and 4,150,000 "Final Investment Decision Milestone" which convert on
a documented resolution of the Board authorising the construction of the
Kasiya Rutile Project were issued.

 

5.       LOSS PER SHARE
                                         Half Year Ended    Half Year Ended

31 December 2023
31 December 2022

Cents per Share
Cents per Share
 Basic and diluted loss per share
 From continuing operations              (1.1)              (1.8)
 Total basic and diluted loss per share  (1.1)              (1.8)

The following reflects the loss and share data used in the calculations of
basic and diluted loss per share:

 

                                                                                Half Year Ended    Half Year Ended

31 December 2023
31 December 2022

$
$
 Net loss used in calculating basic and diluted earnings per share              (6,976,503)        (8,486,503)

                                                                                Half Year Ended    Half Year Ended

31 December 2023
31 December 2022

No. of Shares
No. of Shares
 Weighted average number of ordinary shares used in calculating basic earnings  544,889,130        470,870,105
 per share
 Adjusted weighted average number of ordinary shares and potential ordinary     544,889,130        470,870,105
 shares used in calculating basic and diluted earnings per share

 

Non-dilutive securities

As at 31 December 2023, 36,549,598 unlisted Options and 16,410,000 unlisted
Performance Rights (which represent 50,959,598 potential Ordinary Shares) were
non-dilutive as they would decrease the loss per share. As at 31 December
2022, 11,105,125 unlisted Incentive Options and 12,800,000 unlisted
Performance Rights (which represent 23,905,125 potential Ordinary Shares) were
non-dilutive as they would decrease the loss per share.

Conversions, calls, subscriptions or issues after 31 December 2023

Since 31 December 2023, no Performance Rights were issued. Other than the
above, there have been no conversions to, calls of, or subscriptions for
ordinary shares or issues of potential ordinary shares since the reporting
date and before the completion of this financial report.

6.       COMMITMENTS AND CONTINGENCIES
(a)        Commitments
                                              31 December 2023  30 June 2023

$
$
 Exploration Commitments - Malawi Project:
 Within one year                              48,502            51,962
 After one year but not more than five years  34,549            65,771
                                              83,051            117,733

As a condition of retaining the current rights to tenure to exploration
tenements, the Group is required to pay an annual rental charge and meet
minimum expenditure requirements for each tenement. These obligations are not
provided for in the financial statements and are at the sole discretion of the
Group. The majority of the remaining exploration commitments relate to
licences with a term greater than one year. For the purposes of disclosure,
the Group has apportioned the remaining commitments on an equal monthly basis
over the remaining term of the exploration licences.

(b)        Contingencies

At the last annual reporting date, the Consolidated Entity did not have any
material contingent liabilities.  There has been no material change in
contingent assets and liabilities of the Consolidated Entity during the half
year.

7.       DIVIDENDS PAID OR PROVIDED FOR

No dividend has been paid or provided for during the half year (2022: nil).

8.       FAIR VALUE OF FINANCIAL INSTRUMENTS

The net fair value of financial assets and financial liabilities approximates
their carrying value.

9.       SUBSEQUENT EVENTS AFTER BALANCE DATE

There are no matters or circumstances which have arisen since 31 December 2023
that have significantly affected or may significantly affect:

·       the operations, in periods subsequent to 31 December 2023, of
the Group;

·       the results of those operations, in periods subsequent to 31
December 2023, of the Group; or

·       the state of affairs, in periods subsequent to 31 December
2023, of the Group.

 

DIRECTORS' DECLARATION

In accordance with a resolution of the Directors of Sovereign Metals Limited,
I state that:

In the opinion of the Directors:

(a)        the financial statements and notes thereto are in accordance
with the Corporations Act 2001, including:

(i)         complying with Accounting Standard AASB 134: Interim
Financial Reporting and the Corporations Regulations 2001; and

(ii)        giving a true and fair view of the consolidated entity's
financial position as at 31 December 2023 and of its performance for the half
year ended on that date.

(b)        there are reasonable grounds to believe that the Company
will be able to pay its debts as and when they become due and payable.

 

This declaration is signed in accordance with a resolution of the Board of
Directors made pursuant to section 303(5) of the Corporations Act 2001.

 

On behalf of the Board

 

 

 

 

 

 

 

Frank Eagar

Managing Director and CEO

 

13 March 2024

 

COMPETENT PERSON STATEMENT

Competent Person Statement

The information in this announcement that relates to Production Targets, Ore
Reserves, Processing, Infrastructure and Capital Operating Costs, Metallurgy
(rutile and graphite) is extracted from the announcement dated 28 September
2023 entitled 'Kasiya Pre-Feasibility Study Results'. Sovereign confirms that:
a) it is not aware of any new information or data that materially affects the
information included in the original announcement; b) all material assumptions
and technical parameters underpinning the Production Target, and related
forecast financial information derived from the Production Target included in
the original announcement continue to apply and have not materially changed;
and c) the form and context in which the relevant Competent Persons' findings
are presented in this presentation have not been materially modified from the
original announcement.

The information in this announcement that relates to the Mineral Resource
Estimate is extracted from an announcement dated 5 April 2023 entitled 'Kasiya
Indicated Resource Increased by over 80%' which is available to view at
www.sovereignmetals.com.au and is based on, and fairly represents information
compiled by Mr Richard Stockwell, a Competent Person, who is a fellow of the
Australian Institute of Geoscientists (AIG). Mr Stockwell is a principal of
Placer Consulting Pty Ltd, an independent consulting company. Sovereign
confirms that a) it is not aware of any new information or data that
materially affects the information included in the original announcement; b)
all material assumptions included in the original announcement continue to
apply and have not materially changed; and c) the form and context in which
the relevant Competent Persons' findings are presented in this announcement
have not been materially changed from the original announcement.

 Kasiya Total Indicated + Inferred Mineral Resource Estimate at 0.7% rutile
 cut-off grade
 Classification  Resource  Rutile Grade  Contained Rutile  Graphite Grade (TGC) (%)  Contained Graphite

(Mt)
(%)
(Mt)
(Mt)
 Indicated        1,200    1.0%          12.2              1.5%                      18.0
 Inferred         609      0.9%          5.7               1.1%                      6.5
 Total            1,809    1.0%          17.9              1.4%                      24.4

 

 Ore Reserve for the Kasiya Deposit
 Classification  Tonnes  Rutile Grade  Contained Rutile  Graphite Grade (TGC) (%)  Contained Graphite  RutEq. Grade*

(Mt)
(%)
(Mt)
(Mt)
 (%)
 Proved          -       -             -                 -                         -                   -
 Probable         538    1.03%         5.5               1.66%                     8.9                 2.00%
 Total            538    1.03%         5.5               1.66%                     8.9                 2.00%

* RutEq. Formula: Rutile Grade x Recovery (100%) x Rutile Price (US$1,484/t) +
Graphite Grade x Recovery (67.5%) x Graphite Price (US$1,290/t) / Rutile Price
(US$1,484/t). All assumptions are taken from this Study ** Any minor summation
inconsistencies are due to rounding.

Forward Looking Statement

This release may include forward-looking statements, which may be identified
by words such as "expects", "anticipates", "believes", "projects", "plans",
and similar expressions. These forward-looking statements are based on
Sovereign's expectations and beliefs concerning future events. Forward looking
statements are necessarily subject to risks, uncertainties and other factors,
many of which are outside the control of Sovereign, which could cause actual
results to differ materially from such statements. There can be no assurance
that forward-looking statements will prove to be correct.  Sovereign makes no
undertaking to subsequently update or revise the forward-looking statements
made in this release, to reflect the circumstances or events after the date of
that release.

 

AUDITOR'S INDEPENDENCE DECLARATION

 

 

INDEPENDENT AUDITOR'S REVIEW REPORT

 

 

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