Interim Results

RNS Number : 4012H
Bushveld Minerals Limited
30 November 2015
 

 

30 November 2015

 

Bushveld Minerals Ltd

("Bushveld" or the "Company")

 

Interim Results

 

Bushveld Minerals Limited (AIM: BMN), a diversified mineral development company with projects in

Africa, is pleased to present its interim financial statements for the six months ended 31 August 2015.

 

 

Enquiries: info@bushveldminerals.com

 

Bushveld Minerals

Fortune Mojapelo

 

+27 (0) 11 268 6555

Strand Hanson

Andrew Emmott

 

+44 (0) 20 7409 3494

Mirabaud Securities

Rory Scott

 

+44 (0) 20 7878 3360

Brandon Hill Capital

Jonathan Evans

 

+44 (0) 20 3463 5000

Tavistock

Jos Simson/ Nuala Gallagher

 

+44 (0) 20 7920 3150

Russell & Associates

Jane Kamau Appiah-Yeboah/ James Duncan

 

+27 (0) 11 880 3924


 

 

Notes to editors

 

Bushveld Minerals Limited is a mineral development company with a portfolio of vanadium-and titanium bearing iron ore, tin and coal assets in Southern Africa and Madagascar.

 

The Group owns the Bushveld Vanadium Project, Mokopane Vanadium Project, Bushveld Iron Ore Project and Mokopane Tin Project, located on the northern limb of the Bushveld Complex, South Africa. Bushveld also owns the Imaloto coal project in Madagascar, acquired in September, 2015, through its takeover of Lemur Resources.

 

Bushveld was admitted to the AIM of the London Stock Exchange in March 2012.

 

 

 

 

 

CHIEF EXECUTIVE OFFICER'S REVIEW

 

I am pleased to present the Bushveld Group's interim financial statements for the six months ended 31 August 2015.

During the period under review, the Company has continued to progress its projects, most notably the flagship Mokopane Vanadium project (the "Bushveld Vanadium project") in Limpopo Province. Having elected to prioritise vanadium within our diversified portfolio of commodity focused platforms, developments during the period have been led by five key stated aims:

 

a)   Completing the vanadium project Prefeasibility Study ("PFS") followed by a Bankable Feasibility Study ("BFS") once a  strategic partner has been identified;

b)   Exploring opportunities to generate early cash flow by selling vanadium concentrate once the mining right has been finalised, while simultaneously targeting the development of fully integrated mining and vanadium processing operations;

c)   Reducing the timeline and capital expenditure required to execute a fully integrated vanadium-producing operation by using existing, under-utilised domestic processing capacity;

d)   Supporting the development of additional vanadium demand beyond the steel sector through support for the energy storage applications of vanadium; and

e)   Consolidating primary vanadium resources across the Bushveld Complex.

I am thus pleased that the company made significant strides in respect of all five key priorities, including:

 

•     Submitting the Mining Right application for the Mokopane Vanadium project, as well as undertaking environmental impact assessments and additional work programmes as required under South African mining regulations;

•     Progressing the PFS, including completing metallurgical test work, process flow sheet design, business case optimisation, mining and tailing studies, environmental studies and marketing studies. While the Company regrets the delays in completing the PFS, it advises that significant progress has been made in the PFS, including completing metallurgical test work, process flow sheet design, business case optimisation, mining and tailing studies and environmental studies. The Company hopes to complete the remaining studies and to complete the PFS in due course;

•     Ongoing efforts to identify suitable brownfield processing facilities capable of processing ore from the Company's vanadium projects;

•     Acquisition of the Brits Vanadium project, through Lemur Resources Limited ("Lemur")  - a quality primary vanadium project which hosts strike extensions of the Evraz Vametco Alloys mine and has historically been shown to host magnetite with more than 2% V2O5 concentrate grades;

•     Upgrading the Mokopane Vanadium project resource inventory by confirming an additional 12.5 Mt AB-Zone resource, and completing metallurgical test work that demonstrates concentrate grades in excess of between 2 and 2.6% vanadium oxide (V205); and

•     Acquisition, in March 2015, of the Zaaiplaats Tailings Dump, through the acquisition of a 99.1% of the shares in Zaaiplaats Mining Proprietory Limited by the Company's subsidiary, Lemur Resources Limited, for a total consideration of A$276,000. The tailings come with a potential tin and aggregate resource and strategically located surface rights adjacent to Bushveld's Mokopane Tin Project's Zaaiplaats and Groenfontein tin targets.

While the Company has clearly defined its vanadium platform as its priority and pursued its development accordingly, Bushveld's other commodity focused platforms remain important components of the Group's strategy and have made steady progress.

 

We continue in our efforts towards building a critical mass of mineable tin resources, and thus maintain our target of 50,000 tons. We will achieve this by securing the remaining licences in South Africa to reach this target inventory, and in doing so thoroughly asses all of our identified tin mineralisation targets, alongside considering acquisition opportunities. We also continue to work hard towards taking the tin project into production. This includes pilot scale test work geared towards the design of a low cost processing plant capable of processing ore from the Mokopane Tin project.

 

In May 2015, we successfully launched a take-over bid to acquire all of the shares in Lemur that Bushveld did not currently own. We are pleased that the takeover, a cash offer at A$0.06 per share, was a success and completed on 1 October 2015. Lemur is now a wholly owned subsidiary of Bushveld in keeping with Group objectives to align its ownership and allocated resources to the approach we take for our other subsidiaries The takeover offer was funded through a £2.6 million convertible debt facility from Darwin Strategic. That facility, which is convertible to Bushveld shares at a price of 7p per share, was redeemable on 29 November 2015. While our share price reponse following this important acquisition was muted in line with the wider downturn experienced by the mining sector, we remain confident that the Company's shares will re-rate in due course to reflect the value of the Bushveld assets. Accordingly, the Company has negotiated and agreed with Darwin to amend the agreement to allow Bushveld and Darwin to explore and consider acquisition opportunities.  Under the revised terms, the maturity date of the facility has been extended to 29 February 2016, Bushveld has agreed to place an amount equal to the principal of the facility plus the interest accrued to date, being a total of £2.795 million, in an escrow account. Interest will continue to be payable at a rate of 1.5% per month and the conversion price remains 7p per share.

 

The Board is confident that completion of the PFS, which is expected imminently, the acquisition of the Brits project, our efforts to harness value from vanadium energy storage and moving our tin project towards production, demonstrate that Bushveld continues to present an attractive investment proposition.

 

In Madagascar, efforts to secure the IPP license for the Imaloto coal project are on-going and also mark an important catalyst for Bushveld's value realisation. The IPP license will allow for the development of a coal fired power station providing a ready market for the Imaloto coal project.

 

Spending during the period under review was £1,140,399, of which £1,064,830 was spent on the Company's vanadium platform and in particular on the PFS and mining right application.

 

The market environment remains difficult with many commodities trading at historically low prices. In these circumstances, Bushveld benefits from its diversified, scalable portfolio of quality assets housed in commodity focused platforms with clear and present development strategies. Our projects enjoy relatively low cost curve positions and capex requirements, and offer options to target near term production and cash generation.

 

I thank the Bushveld management team and board who all continue working tirelessly to advance the Company's projects, and the shareholders that retain faith in us as a management team to protect, develop and deliver value for them.

 

FORTUNE MOJAPELO

CHIEF EXECUTIVE OFFICER

 

 

 

 

Unaudited Consolidated Income Statement

For the six months ended 31 August 2015

 

 

Note

Six months to

31 August 2015 (unaudited)

£

 

Six months to

31 August 2014 (unaudited)

£

 

Year to 28 February 2015 (audited)

£

 

 

 

 

 

 

 

Continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

 

Administrative expenses

 

(954,555)

 

(1,671,715)

 

(3,205,629)

 

 

 

 

 

 

 

Operating loss

 

(954,555)

 

(1,671,715)

 

(3,205,629)

 

 

 

 

 

 

 

Investment income

 

90,116

 

202,892

 

317,063

 

 

 

 

 

 

 

Loss before tax

 

(864,439)

 

(1,468,823)

 

(2,888,566)

 

 

 

 

 

 

 

Tax

 

-

 

-

 

-

 

 

 

 

 

 

 

Total loss for the period

 

(864,439)

 

(1,468,823)

 

(2,888,566)

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

Owners of the Company

 

(847,095)

 

(1,225,324)

 

(2,503,071)

Non-controlling interests

 

(17,344)

 

(243,499)

 

(385,495)

 

 

 

 

 

 

 

 

 

(864,439)

 

(1,468,823)

 

(2,888,566)

 

 

 

 

 

 

 

Loss per ordinary share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share (in pence)

4

(0.18)

 

(0.27)

 

(0.54)

 

 

 

 

 

 

 

 

All results relate to continuing activities.

 

The notes on form part of these financial statements.

 

 

 

 

 

Unaudited Consolidated Statement of Comprehensive Income

For the six months ended 31 August 2015

 

 

 

Six months to

31 August 2015

(unaudited)

£

 

Six months to

31 August 2014 (unaudited)

£

 

Year to 28 February 2015 (audited)

£

 

 

 

 

 

 

 

Loss for the period

 

(847,095)

 

(1,468,823)

 

(2,888,566)

 

 

 

 

 

 

 

Currency translation differences on translation of foreign operations

 

(779,749)

 

(84,890)

 

(94,795)

 

 

 

 

 

 

 

Total comprehensive loss for the period

 

(1,626,844)

 

(1,553,713)

 

(2,983,361)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

Owners of the Company

 

(1,609,500)

 

(1,310,214)

 

(2,597,866)

Non-controlling interests

 

(17,344)

 

(243,499)

 

(385,495)

 

 

 

 

 

 

 

 

 

(1,626,844)

 

(1,553,713)

 

(2,983,361)

 

 

 

unaudited Consolidated Statement of Financial Position

As at 31 August 2015

 

Note

 

Six months to

31 August 2015 (unaudited)

£

 

Six months to

31 August 2014 (unaudited)

£

 

Year to 28 February 2015 (audited)

£

Assets

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

Intangible assets: exploration activities

5

 

56,601,236

 

54,714,496

 

55,771,244

 

 

 

 

 

 

 

 

Property, plant and equipment

6

 

60,957

 

126,944

 

80,485

 

 

 

 

 

 

 

 

Total non-current assets

 

 

56,662,193

 

54,841,440

 

55,851,729

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Trade and other receivables

7

 

535,516

 

1,951,997

 

146,711

Cash and cash equivalents

 

 

6,144,678

 

8,536,187

 

7,595,777

 

 

 

 

 

 

 

 

Total current assets

 

 

6,680,194

 

10,488,184

 

7,742,488

 

 

 

 

 

 

 

 

Total assets

 

 

63,342,387

 

65,329,624

 

63,594,217

 

 

 

 

 

 

 

 

Equity and liabilities

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Trade and other payables

 

 

(908,681)

 

(304,222)

 

(463,949)

Borrowings

8

 

(2,789,044)

 

-

 

-

 

 

 

 

 

 

 

 

Total current liabilities

 

 

(3,697,725)

 

(304,222)

 

(463,949)

 

 

 

 

 

 

 

 

Net assets

 

 

59,644,662

 

65,025,402

 

63,130,268

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

Share capital

9

 

4,863,373

 

4,630,041

 

4,863,373

Share premium

9

 

59,927,541

 

60,655,792

 

59,927,541

Accumulated deficit

 

 

(4,969,818)

 

(3,854,312)

 

(5,109,965)

Revaluation reserve

 

 

(138,628)

 

(138,628)

 

(138,628)

Warrant reserve

 

 

481,653

 

370,715

 

422,386

Foreign exchange translation reserve

 

 

(2,018,704)

 

(1,229,050)

 

(1,238,955)

 

Equity attributable to the owners of the Company

 

 

58,145,417

 

60,434,558

 

58,725,752

 

 

 

 

 

 

 

 

Non-controlling interests

 

 

1,499,245

 

4,590,844

 

4,404,516

 

 

 

 

 

 

 

 

 

Total equity

 

 

59,644,662

 

65,025,402

 

63,130,268

 

The notes form part of these financial statements.

 

The financial statements were authorised and approved for issue by the Board of Directors and authorised for issue on 30 November 2015.

 

G N SPROULE

Director

 

 

 

unaudited Consolidated Statement of Changes in Equity

For the six months ended 31 August 2015

 

 

 

 

 

Attributable to owners of the parent company

 

 

 

 

Share

capital

 

Share

premium

 

Accumulated

deficit

 

Revaluation reserve

 

 

 

Warrant reserve

Foreign

exchange

translation

reserve

 

Total

 

Non-

controlling interests

 

Total

equity

 

Total Equity at 28 February 2015

4,863,373

59,927,541

(5,109,965)

(138,628)

422,386

(1,238,955)

58,725,752

4,404,516

63,130,268

 

 

 

 

 

 

 

 

 

 

Loss for the period

 

 

(847,095)

 

 

 

(847,095)

(17,344)

(864,439)

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency translation differences

 

 

 

 

 

(779,749)

(779,749)

 

(779,749)

Total comprehensive loss for the year

 

 

(847,095)

 

 

(779,749)

(1,626,844)

(17,344)

(1,644,188)

Transactions with Owners:

 

 

 

 

 

 

 

 

 

Issue of warrants

 

 

 

 

59,267

 

59,267

 

59,267

Minority Adjustment

 

 

987,242

 

 

 

987,242

(2,887,927)

(1,900,685)

Total Equity at 31 August 2015

4,863,373

59,927,541

(4,969,818)

(138,628)

481,653

(2,018,704)

58,145,417

1,499,245

59,644,662

 

 

 

 

 

unaudited Consolidated Statement of Changes in Equity

For the six months ended 28 February 2015

 

 

 

 

 

 

Attributable to owners of the parent company

 

 

 

Share

capital

 

Share

premium

 

Accumulated

deficit

 

Revaluation reserve

 

 

 

Warrant reserve

Foreign

exchange

translation

reserve

 

Total

 

Non-

controlling interests

 

Total

equity

 

Total Equity at 31 August 2014

4,630,041

60,655,792

(3,854,312)

(138,628)

370,715

(1,229,050)

60,434,558

4,590,844

65,025,402

 

 

 

 

 

 

 

 

 

 

Loss for the period

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

(1,277,748)

 

 

 

(1,277,748)

(186,328)

(1,464,076)

Currency translation differences

 

 

 

 

 

(9,905)

(9,905)

 

(9,905)

Total comprehensive loss for the year

 

 

(1,277,748)

 

 

(9,905)

(1,287,653)

(186,328)

(1,473,981)

Transactions with Owners:

 

 

 

 

 

 

 

 

 

Issue of shares

233,332

413,333

 

 

 

 

646,665

 

646,665

Issue of warrants

 

 

 

 

73,766

 

73,766

 

73,766

Warrants exercised

 

 

22,095

 

(22,095)

 

 

 

-

Less issue costs

 

(1,141,584)

 

 

 

 

(1,141,584)

 

(1,141,584)

Total Equity at 28 February 2015

4,863,375

59,927,541

(5,109,965)

(138,628)

422,386

(1,238,955)

58,725,752

4,404,516

63,130,268

 

 

 

 

 

unaudited Consolidated Statement of Changes in Equity

For the six months ended 31 August 2014

 

 

 

 

 

Attributable to owners of the parent company

 

 

 

 

 

Share

capital

 

Share

premium

 

Accumulated

deficit

 

Revaluation reserve

 

 

 

Warrant reserve

Foreign

exchange

translation

reserve

 

Total

 

Non-

controlling interests

 

Total

equity

 

Total Equity at 28 February 2014

4,020,041

57,933,792

(2,628,989)

(138,628)

370,715

(1,144,160)

58,412,771

4,767,640

63,180,411

 

 

 

 

 

 

 

 

 

 

Loss for the period

-

-

(1,225,323)

-

-

-

(1,225,323)

(243,499)

(1,468,822)

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency translation differences

-

-

-

-

-

(84,890)

(84,890)

-

(84,890)

Total comprehensive loss for the year

-

-

(1,225,323)

-

-

(84,890)

(1,310,213)

(243,499)

(1,553,712)

Transactions with Owners:

 

 

 

 

 

 

 

 

 

Acquisition of subsidiary undertakings

-

-

-

-

-

-

-

66,703

66,703

Issue of shares

610,000

2,722,000

-

-

-

-

3,332,000

-

3,332,000

Total Equity at 31 August 2014

4,630,041

60,655,792

(3,854,312)

(138,628)

370,715

(1,229,050)

60,434,558

4,590,844

65,025,402

 

 

 


unaudited Consolidated Statement of Cash Flows

For the six months ended 31 August 2015

 

Six months to

31 August 2015

£

 

Six months to

31 August 2014

£

 

Year to 28 February 2015

 

£

 

 

 

 

 

 

Loss after taxation

(847,095)

 

(1,468,823)

 

(2,888,566)

 

 

 

 

 

 

Adjustments for:

 

 

 

 

 

Loss on disposal of tangible assets

1,549

 

-

 

1,721

Expenses settled with shares

-

 

-

 

146,667

Interest income

(90,116)

 

(202,892)

 

(317,063)

 

 

 

 

 

 

Operating cash flows before movements in working capital

(935,662)

 

(1,671,715)

 

(3,057,241)

(Increase) in receivables

(388,805)

 

(1,951,997)

 

(5,852)

Increase /(decrease) in payables

3,233,776

 

(39,965)

 

119,762

Net cash used in operating activities

1,909,309

 

(3,663,677)

 

(2,943,331)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

Interest received

90,116

 

202,892

 

317,063

Purchase of exploration and evaluation assets

(1,403,960)

 

(733,106)

 

(1,623,999)

Purchase of tangible fixed assets

-

 

(7,994)

 

(22,870)

Acquisition of subsidiary

(1,108,029)

 

-

 

-

Net cash used in from investing activities

(2,421,873)

 

(538,208)

 

(1,329,806)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issue of shares and warrants

-

 

3,332,000

 

2,786,551

Net cash generated from financing activities

-

 

3,332,000

 

2,786,551

 

 

 

 

 

 

Net (decrease)/increase in cash and cash equivalents

(512,564)

 

(869,885)

 

(1,486,586)

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the period

7,595,777

 

9,177,158

 

9,177,158

 

 

 

 

 

 

Effect of foreign exchange rates

(938,535)

 

228,914

 

(94,795)

 

 

 

 

 

 

Cash and cash equivalents at end of the period

6,144,678

 

 

 

 

 

The notes on form part of these financial statements.

 

 

1.       Corporate information and principal activities

Bushveld Minerals Limited ("Bushveld") was incorporated and domiciled in Guernsey on 5 January 2012, and admitted to the AIM market in London on 26 March 2012. 

 

The Bushveld Group comprises Bushveld Minerals Limited and its wholly owned subsidiaries headed by Bushveld Resources Limited ("BRL") and Greenhills Resources Limited ("GRL"), companies registered and domiciled in Guernsey together with their South African subsidiaries.

 

The wholly owned Guernsey subsidiaries BRL and GRL were acquired by Bushveld under the terms of a Share Exchange Agreement entered into on 15 March 2012.

 

BRL is an investment holding company formed to invest in resource-based iron ore exploration companies in South Africa.  The South African subsidiaries are Pamish Investments No. 39 (Proprietary) Limited ("Parish 39") in which BRL holds a 64% equity interest, Amaraka Investments No. 85 (Proprietary) Limited ("Amaraka 85") in which BRL holds 68.5% equity interest and Frontier Platinum Resources (Proprietary) Limited in which BRL holds 100% equity interest. The minority shareholder in Pamish 39 is Izingwe Capital (Proprietary) Limited and the minority shareholders of Amaraka 85 is Afro Multi Minerals (Proprietary) Limited.

 

GRL is an investment holding company formed to invest in resource-based tin exploration companies in South Africa.  The South African subsidiaries are Mokopane Tin Company (Proprietary) Limited in which GRL holds 100% equity interest and Renetype (Proprietary) Limited ("Renetype") in which GRL holds a 74% equity interest.  The minority shareholders in Renetype are African Women Enterprises Investments (Proprietary) Limited and Cannosia Trading 62 CC who own 10% and 16% respectively.

 

On 20 May 2015, the Company announced its intention to make an off-market takeover offer for all the fully paid shares in Lemur Resources Limited that it did not own.  The takeover offer which was for AU$0.06 per share was completed on 1 October 2015 when the company acquired all the outstanding shares and Lemur Resources became a wholly owned subsidiary of Bushveld Minerals Limited.

 

Lemur is a coal project development company formerly listed on the ASX (delisting after period end on 28 August 2015). Through its wholly owned subsidiaries, the Group is the holder of 11 concession blocks in South West Madagascar covering the Imaloto Coal Basin, known as the Imaloto Coal Project and Extension.  In addition, the Group is in the final stages of acquiring two further blocks contiguous to the existing holdings subject to ministerial approval of the transfer.  This project is known as the Imaloto Project Extension.  Lemur holds two further projects known as the Ianapera Coal Project and Sakaraha Coal Project and signed a binding term sheet to acquire the Brits Vanadium project during the period, as announced 14 August 2015, with the acquisition completing post period end.

 

2.       Basis of preparation

The results presented in this report are unaudited and they have been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards ('IFRS') as adopted by the EU that are expected to be applicable to the financial statements for the year ended 29 February 2016 and on the basis of the accounting policies to be used in those financial statements.

 

 

 

The interim financial information does not include all of the information required for full annual financial statements and accordingly, whilst the interim financial information has been prepared in accordance with the recognition and measurement principles of IFRS, it cannot be construed as being in full compliance with IFRS.  The financial information contained in this announcement does not constitute statutory accounts as defined by the Companies (Guernsey) Law 2008.

 

The audited financial information for the year ended 28 February 2015 is based on the statutory accounts for the financial year ended 28 February 2015. The auditors reported on those accounts: their report was (i) unqualified, (ii) included an emphasis of matter relating to the uncertainties in respect to the Group's ability to continue as a going concern and (iii) did not contain statements where the auditor is required to report by exception.

 

 

3.       Use of estimates and judgements

In the application of the Group's accounting policies the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Estimates and judgements are continually evaluated. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period or in the period of revision and in future periods if the revision affects both current and future periods.

Management's critical estimates and judgements in determining the value of assets, liabilities and equity within the financial statements relate to the valuation of intangible exploration assets of £56.6 million and the going concern assumptions.

The valuation of intangible exploration assets is dependent upon the discovery of economically recoverable deposits which, in turn, is dependent on future iron ore and tin prices, future capital expenditures and environmental and regulatory restrictions. 

Going concern

In preparing the financial statements, the directors have considered the current financial position of the Group and the likely future cash flows for the forthcoming 12 months.  As with all exploration groups at this stage of the resource development cycle and with no cash-flow from production, funding is derived through equity financing. 

With the pre-feasibility study for the vanadium project nearing completion, the group is actively seeking strategic partners to develop this resource.  Emphasis will also be placed on realising value from the tin and coal assets in the Group. 

Lemur Resources Limited which became a wholly owned subsidiary of Bushveld Minerals on 1 October 2015, gave the Group access to a cash balance of £5,7 million which will ensure the group has adequate cash resources to pay debts as they fall due and to continue operations for the foreseeable future.  Thus, the directors continue to adopt the going concern basis in preparing the Groups financial statements.

 

 

 

4.       Loss per share

 

From continuing operations

The basic loss per share is calculated using the total loss for the period attributable to the owners of the company and the weighted average number of shares in issue during the period.  There are no potentially dilutive shares in issue. 

 

 

 

Six Months

to

31 August 2015

(unaudited)

 

Six Months

to

31 August 2014

(unaudited)

 

Year to 28 February 2015

 (audited)

 

 

 

 

 

 

Loss for the period attributable to the owners of the company (£)

847,095

 

1,225,324

 

2,503,071

Weighted average number of shares in issue

486,337,438

 

446,878,421

 

460,361,182

 

Loss per share (pence)

(0.18)

 

(0.27)

 

(0.54)

 

 

 

5.       Intangible assets

 

 

Exploration activities - Vanadium / Iron Ore

£

 

Exploration activities - Tin

£

 

Exploration activities - Coal

£

 

 

 

Total

£

Cost

 

 

 

 

 

 

 

As at 28 February 2014

36,450,554

 

17,530,836

 

-

 

53,981,390

Additions

414,926

 

318,180

 

-

 

733,106

 

 

 

 

 

 

 

 

As at 31 August 2014

36,865,480

 

17,849,016

 

-

 

54,714,496

Additions

1,054,064

 

2,684              

 

-

 

1,056,748

 

 

 

 

 

 

 

 

As at 28 February 2015

37,919,544

 

17,851,700

 

-

 

55,771,244

Additions

 

751,423

 

78,569

 

                 -

 

829,992

As at 31 August 2015

38,670,967

 

17,930,269

 

-

 

56,601,236

 

The Company's subsidiary, Bushveld Resources Limited has a 64% interest in Pamish Investment No 39 (Proprietary) Limited ("Pamish") which holds an interest in Prospecting right 95 ("Pamish 39").  Bushveld Resources Limited also has a 68.5% interest in Amaraka Investment No 85 (Proprietary) Limited ("Amaraka") which holds an interest in Prospecting right 438 ("Amaraka 85").

 

Under the agreements to acquire the licenses within Bushveld Resources, the group is required to fully fund the exploration activities up to the issue of the corresponding mining licenses.  As the non-controlling interest party retains their equity interest, the funding of their interest is accounted as deemed purchased consideration and is included in the additions in the period to exploration activities.  A corresponding increase is credited to non-controlling interest.

 

The Company's other directly owned subsidiary, Greenhills Resources Limited, has a 74% interest in Renetype (Proprietary) Limited ("Renetype") which holds an interest in Prospecting right 2205 ("Renetype 2205"). 

 

Through Lemur Resources Limited's wholly owned subsidiary Coal Mining Madagascar Limited, Lemur is the holder of 11 concession blocks in South West Madagascar covering the Imaloto Coal Basin, known as the Imaloto Coal Project and Extension.  In addition, the company is in the final stages of acquiring two further blocks contiguous to the existing holdings subject to ministerial approval of the transfer.  This project is known as the Imaloto Project Extension.  Lemur holds two further projects known as the Ianapera Coal Project and Sakaraha Coal Project.

 

During the period, Lemur Resources Limited signed a binding term sheet to acquire the Brits Vanadium project, as announced 14 August 2015, with the acquisition completing post period end. The Brits Project comprises new order prospecting rights on the properties Portion 3 of Uitvalgrond 431 JQ and the remaining extent of Doornpoort 295 JR, and a contested mining right application on the farms Syferfontein 430 JQ and Portion 2 of Uitvalgrond 431 JQ. Collectively, the mineral rights are for vanadium, iron ore and rutile.

 

6.       Property, plant and equipment

 

 

 

Motor vehicles

£

Geological equipment

£

Fixtures and

fittings

£

Total

£

 

 

 

 

 

 

Cost

 

 

 

 

 

At 31 August 2014

 

50,009

221,864

20,959

292,832

Additions

 

49

13,979

 

14,028

Disposals

 

 

 

754

754

Cost At 28 February 2015

 

50,058

235,843

20,205

306,106

Additions

 

 

 

 

 

Exchange differences

 

(6,105)

(5,843)

(1,417)

(13,365)

Cost At 31 August 2015

 

43,953

230,000

18,788

292,741

Depreciation

 

 

 

 

 

At 31 August 2014

 

39,517

116,873

9,498

165,888

Charge for the Period

 

5,793

51,031

2,909

59,733

Depreciation At 28 February 2015

 

45,310

167,904

12,407

225,621

Charge for the Period

 

-

5,523

1,997

7,520

Exchange differences

 

(1,357)

-

-

(1,357)

Depreciation At 31 August 2015

 

43,953

173,427

14,404

231,784

Net book value

 

 

 

 

 

At 31 August 2015

 

-

56,573

4,384

60,957

At 31 August 2014

 

10,492

104,991

11,461

126,944

At 28 February 2015

 

4,748

67,939

7,798

80,485

 

The entire depreciation charge for the year of £67,253 (2014: £106,786) has been capitalised as exploration activities in the period.

 

7.       Trade and other receivables

 

Six months to

31 August

 2014 (unaudited)

£

 

Six months to

31 August

 2013 (unaudited)

£

 

Year to 28 February 2015 (Audited)

£

Darwin Strategic Limited

-

 

1,852,500

 

-

Advances & deposits

9,028

 

51,306

 

14,510

Other receivables

526,488

 

48,191

 

132,201

 

535,516

 

1,951,997

 

146,711

The directors consider that the carrying amount of trade and other receivables approximates to their fair value due to their short term nature. As at the period end, no receivables are past their due date, hence no allowance for doubtful receivables is provided.

The amount of trade and other receivables denominated in South African Rand amounts to £108,395 (2014: £51,306) and denominated in Australian Dollars amounts to £427,121 (2014: £29,081).

 

 

8.       Borrowings

 

 

Six months to

31 August

 2014 (unaudited)

£

 

Six months to

31 August

 2013 (unaudited)

£

 

Year to 28 February 2015 (Audited)

£

Darwin Strategic Limited

2,756,000

 

-

 

-

Mineral Wealth International

33,044

 

-

 

-

 

2,789,044

 

-

 

--

 

 

 

9.    Share capital and share premium

 

Number of Shares Issued and fully Paid

 

Issue Price per Share

 

 

 

£

Nominal Value of Shares of 1 pence each

 

£

Share Premium

 

 

 

£

TOTAL SHARE CAPITAL AND PREMIUM

 

 

 

 

 

 

Balance at 28 February 2014

402,004,104

 

4,020,041

57,933,792

61,953,833

 

 

 

 

 

 

Total Warrants Exercised

3,000,000

0,0500

30,000

120,000

150,000

 

 

 

 

 

 

Capital Raise Darwin Structure

50,000,000

0,0570

500,000

2,350,000

2,850,000

 

 

 

 

 

 

Cost of Acquiring Lemur Shares

8,000,000

0,0415

80,000

252,000

332,000

 

 

 

 

 

 

Total Share Capital and Premium 31 August 2014

463,004,104

 

4,630,041

60,655,792

65,285,833

 

 

 

 

 

 

Capital Raise 30 October 2014

16,666,667

0,0300

166,666

333,333

499,999

 

 

 

 

 

 

Shares Issued in Lieu of Bonus

4,166,667

0,0220

41,666

50,000

91,666

 

 

 

 

 

 

Shares Issued for Services Rendered

2,500,000

0,0220

25,000

30,000

55,000

 

 

 

 

 

 

Share Issue Expenses

 

 

 

(1,141,584)

(1,141,584)

 

 

 

 

 

 

Total Share Capital and Premium at 28 February and 31 August 2015

486,337,438

 

4,863,373

59,927,541

64,790,914

 

The Board may, subject to Guernsey Law, issue shares or grant rights to subscribe for or convert securities into shares.  It may issue different classes of shares ranking equally with existing shares.  It may convert all or any classes of shares into redeemable shares.  The Company may also hold treasury shares in accordance with the law.  Dividends may be paid in proportion to the amount paid up on each class of shares.

 

 

10.     Warrants

 

The following warrants were granted during the year ended 28 February 2015:

 

 

Warrants granted

 

 

 

 

 

Date of grant

28/05/15

01/10/13

05/11/13

05/11/13

26/03/14

Number granted

4,000,000

3,507,975

1,838,235

36,764,702

3,000,000

Contractual life

5 years

5 years

2 years

2 years

5 years

Estimated fair value per warrant

£0,100

£0,044

£0,034

£0,0,050

£0,080

 

The estimated fair values were calculated by applying the Black Scholes pricing model. The model inputs were:

 

Warrant scheme

 

 

 

 

 

Date of grant

28/05/15

01/10/13

05/11/13

05/11/13

26/03/14

Share price at grant date

£0,043

£0,050

£0,034

£0,034

£0,055

Exercise price

£0,100

£0,050

£0,034

£0,050

£0,080

Expected life

5 years

2 years

2 years

2 years

5 years

Expected volatility

63.0%

60.0%

58.4%

58.4%

60.7%

Expected dividends

Nil

Nil

Nil

Nil

Nil

Risk-free interest rate

2.99%

0.51%

0.54%

0.54%

1.81%

 

The assumed volatility rate was based on an average of comparable listed companies over a period commensurate to the terms of the warrants.

 

The warrants in issue during the year are as follows:

 

 

Number of warrants

Weighted average exercise price

£

Outstanding at 1 March 2014

30,473,089

-

Granted during the period

3,000,000

0.05

Exercised during the period

(3,000,000)

0,05

Outstanding at 31 August 2014

30,473,089

0.05

Outstanding at 28 February 2015

30,473,089

0.05

Granted during this period

4,000,000

0.05

Exercisable at 31 August 2015

34,473,089

0.05

 

The warrants outstanding at August have an exercise price of £ 0.05, with a weighted average remaining contractual life of 2 years.

 

The group has recognised and incurred charge of £370,715 at February 2014 and £73,766 at February 2015 and £59,267 for the period to 31 August, 2015 in respect of a Warrant reserve.

 

 

11.     Acquisition of Subsidiary

 

On 20 May 2015, Bushveld announced its intention to make an off-market takeover offer for all the fully paid ordinary shares in the capital of Lemur that it did not own.  At the date of the offer, there were 181,250,001 shares on issue of which Bushveld had a relevant interest in 114,697,097 shares.

 

The offer was for 66,552,904 fully paid ordinary shares in Lemur Resources not owned by Bushveld at AU$ 0.06 per share.  The takeover was completed on 1 October 2015 when Bushveld acquired all the outstanding shares it did not own for AU$ 3,993,174.

 

 

 

12.     Darwin Strategic Limited

 

Bushveld Minerals entered into a £2,600,000 facility agreement with Darwin Strategic Limited on the 28 May 2015.

 

Darwin agreed to make available to Bushveld, a Sterling loan of £400,000 for general working capital purposes and further loans in aggregate, up to £2,200,000 to fund Bushveld Minerals reasonable and proper acquisition costs of shares of Lemur not already owned by Bushveld.

 

The funding is in the form of a senior unsecured loan facility which attracts interest at 1.5% per month and is repayable by the maturity date of 29 November 2015 unless Darwin Strategic elects to convert a portion of the facility into Bushveld shares. The working capital loan was drawn down on 29 May 2015 and the loan to fund the reasonable acquisition costs of shares of Lemur was drawn down on 31 July 2015.

 

The Company has negotiated and agreed with Darwin to amend the agreement to allow Bushveld and Darwin to explore and consider acquisition opportunities.  Under the revised terms, the maturity date of the facility has been extended to 29 February 2016, Bushveld has agreed to place an amount equal to the principal of the facility plus the interest accrued to date, being a total of £2.795 million, in an escrow account. Interest will continue to be payable at a rate of 1.5% per month and the conversion price remains 7p per share.

 

Darwin Strategic has been issued with 4,000,000 warrants at an exercise price of 10 pence as a consideration for providing this facility.

 

 


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