Half-year Report

RNS Number : 6836A
Premier African Minerals Limited
30 September 2020
 

Premier African Minerals Limited / Ticker: PREM / Index: AIM / Sector: Mining

 

For immediate release

30 September 2020

 

Premier African Minerals Limited
('Premier' or 'the Company')

 

Unaudited Interim Results for the six months ended 30 June 2020

 

Chief Executive Statement

 

Dear Shareholders,

 

It is a pleasure to share with you the interim results for the six months ended 30 June 2020.

 

The first six months of 2020 (the "Period") has been extensively reported as post financial year end events in our annual financial statements that were released earlier today.

 

I wish to reaffirm to shareholders that the Company's ongoing focus is:

 

· To continue to engage directly with MN Holding Limited;

· Look to acquire cash generative assets;

· Resolve the status in Zimbabwe, either that the Exclusive Prospecting Order is granted at Zulu and Tantalum Project or RHA Tungsten (Pvt) Ltd equity and funding is resolved or seek a potential disposition of these assets; and

· Identify and secure high value exploration targets in other jurisdiction.

 

Financial and Statutory Information

 

The Group had an operating loss of US$0.649 million for the six months. Premier received continued financial support from a major shareholder throughout the year. Premier is committed to reduce its debts and restrict capital expenditure to our focus objectives as set out above.

 

The operating loss for this period is mainly due to the costs associated with maintaining the listing status, which is made up of administrative fees, retainers to advisors and essential Premier operational expenditure.

 

It is important to note that in the period post June 2020, Premier has significantly reduced its overall liabilities by US$1.4 million through a combination of debt conversion and other settlement agreements and this assists in positioning the Company to achieve the objectives set out above.

 

These interim statements to 30 June 2020 have not been reviewed by the auditors.

 

Mr. George Roach
Chief Executive Officer
30 September 2020

 

Forward Looking Statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as "believe", "could", "should", "envisage", "estimate", "intend", "may", "plan", "will" or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. A number of factors could cause actual results to differ materially from the results discussed in the forward looking statements including risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond the control of the Company. Although any forward looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward looking statements.

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation No. 596/2014 on market abuse. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. The person who arranged the release of this announcement on behalf of the Company was George Roach.

 

For further information please visit www.premierafricanminerals.com or contact the following:

 

George Roach

Premier African Minerals Limited

Tel: +27 (0) 100 201 281

Michael Cornish / Roland Cornish

Beaumont Cornish Limited

(Nominated Adviser)

Tel: +44 (0) 20 7628 3396

Jerry Keen/Edward Mansfield

Shore Capital Stockbrokers Limited

Tel: +44 (0) 20 7408 4090

 

 

 

CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION

EXPRESSED IN US DOLLARS

 

 

 

 Six months to

Six months to

2019

EXPRESSED IN US DOLLARS

 

 30 June 2020

30 June 2019

(Audited)

 

Notes

 $ 000

$ 000

$ 000

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Intangible assets

4

-

-

-

Investments

5

7 559

6 263

7 444

Property, plant and equipment

6

-

-

-

 

 

7 559

6 263

7 444

Current assets

 

 

 

 

Inventories

 

1

4

2

Trade and other receivables

 

715

25

18

Cash and cash equivalents

 

37

1 192

40

 

 

  753

  1 221

  60

TOTAL ASSETS

 

8 312

7 484

7 504

 

 

 

 

 

LIABILITIES

 

 

 

 

Non-current liabilities

 

 

 

 

Other financial liabilities

 

-

-

-

Provisions - rehabilitation

 

165

173

388

 

 

165

173

388

Current liabilities

 

 

 

 

Bank overdraft

 

-

1

-

Trade and other payables

 

1 495

856

1 406

Other financial liabilities

 

-

65

35

Borrowings

7

1 255

685

715

 

 

2 750

105

2 156

TOTAL LIABILITIES

 

2 915

68

2 544

 

 

 

 

 

NET ASSETS

 

5 397

7 416

4 960

 

 

 

 

 

EQUITY

 

 

 

 

Share capital

8

48 935

46 550

48 042

Share based payment and warrant reserve

 

2 366

2 366

2 366

Revaluation reserve

 

711

711

711

Foreign currency translation reserve

 

(14 113)

1 772

(14 236)

Accumulated loss

 

(20 849)

(34 249)

(20 415)

Total equity attributed to the owners of the parent company

 

17 050

17 150

16 468

Non-controlling interest

 

(11 653)

(9 734)

(11 508)

 

 

 

 

 

TOTAL EQUITY

 

5 397

7 416

4 960

 

 

 

 

CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

EXPRESSED IN US DOLLARS

 

 

 

Six months to

Six months to

2019

Continuing operations

Notes

30 June 2020

30 June 2019

(Audited)

EXPRESSED IN US DOLLARS

 

$ 000

$ 000

$ 000

 

 

 

 

 

Sales

 

-

-

-

Cost of sales excluding depreciation and amortisation

-

(23)

-

Depreciation and amortisation

6

-

-

-

Gross income / (loss)

 

-

(23)

-

Administrative expenses

 

(618)

(1 123)

(1 871)

Foreign exchange losses

 

-

(18 258)

-

Operating income / (loss)

 

(618)

(1 146)

(1 871)

 

 

 

 

 

Other Revenue

 

51

1 548

1 285

Fair value movement on available-for-sale investment

-

-

-

Fair value movement on warrant options cancelled

 

-

-

-

Impairment of PPE - RHA

 

(21)

-

(483)

Impairment of current assets - RHA

 

-

-

-

Impairment of intangible assets -  Zulu Lithium

 

-

-

-

Finance charges

 

(61)

(68)

(140)

 

 

 

 

 

Income / (Loss) before income tax

 

(649)

(17 924)

(1 209)

Income tax expense

10

-

-

-

Income / (Loss) from continuing operations

 

(649)

(17 924)

(1 209)

 

 

 

 

 

Income / (Loss) for the year

 

(649)

(17 924)

(1 209)

Other comprehensive income:

 

 

 

 

Items that are or may be reclassified subsequently to profit or loss:

 

 

 

 

Foreign exchange translation variance

 

193

5 506

(25 029)

Fair value movement on available-for-sale investment

 

-

-

-

 

 

193

5 506

(25 029)

Total comprehensive income for the year

 

(456)

(12 418)

(26 238)

 

 

 

 

 

Income / (Loss) attributable to:

 

 

 

 

Owners of the Company

 

(434)

(9 567)

(1 227)

Non-controlling interests

 

(215)

(8 357)

18

 

 

(649)

(17 924)

(1 209)

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

Owners of the Company

 

(311)

(15 388)

(15 463)

Non-controlling interests

 

(145)

2 970

(10 775)

 

 

 

 

 

Total comprehensive income for the year

 

(456)

(12 418)

(26 238)

 

 

 

 

 

Loss per share attributable to owners of the parent (expressed in US cents)

 

 

 

 

Basic loss per share

11

(0.1)

(0.0)

(0.01)

Diluted loss per share

11

(0.1)

(0.0)

(0.01)

 

 

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY

EXPRESSED IN US DOLLARS

 

 

 

Share capital

Foreign currency translation reserve

Share option and warrant reserve

Revaluation reserve

Retained earnings

Total attributable to owners of parent

Non-controlling interest("NCI")

Total equity

 

$ 000

$ 000

$ 000

$ 000

$ 000

$ 000

$ 000

$ 000

At 1 January 2019

45 873

-

2 366

711

(34 423)

14 527

(12 704)

1 823

Loss for the period

-

-

-

-

(9 567)

(9 567)

(8 357)

(17 924)

Foreign exchange translation variances through OCI

-

1 772

-

-

9 741

11 513

11 327

22 840

Other comprehensive income for the period

-

-

-

-

-

-

-

-

Total comprehensive income for the period

-

1 772

-

-

174

1 946

2 970

4 916

Transactions with Owners

 

 

 

 

 

 

 

 

Share issue costs

(33)

-

-

-

-

(33)

-

(33)

Issue of equity shares

710

-

-

-

-

710

-

710

At 30 June 2019

46 550

1 772

2 366

711

(34 249)

17 150

(9 734)

7 416

Effect of change in the functional currency of subsidiaries

15 235

15 235

11 971

27 206

Loss for the period

8 340

8 340

8 375

16 715

Other comprehensive income for the period

(16 008)

(9 741)

(25 749)

(22 120)

(47 869)

Total comprehensive income for the period

(16 008)

13 834

(2 174)

(1 774)

(3 948)

Transactions with Owners

 

 

 

 

 

 

 

 

Issue of equity shares

1 527

1 527

1 527

Share issue costs

(35)

(35)

(35)

At 31 December 2019

48 042

(14 236)

2 366

711

(20 415)

16 468

(11 508)

4 960

Loss for the period

(434)

(434)

(215)

(649)

Other comprehensive income for the period

123

123

70

193

Total comprehensive income for the period

-

123

-

-

(434)

(311)

(145)

(456)

Transactions with Owners

 

 

 

 

 

 

 

 

Issue of equity shares

893

893

893

At 30 June 2020

48 935

(14 113)

2 366

711

(20 849)

17 050

(11 653)

5 397

 

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

EXPRESSED IN US DOLLARS

 

 

 

Six months to

Six months to

2019

 

 

30 June 2020

30 June 2019

(Audited)

EXPRESSED IN US DOLLARS

 

$ '000

$ '000

$ 000

 

 

 

 

 

Net cash outflow from operating activities

 

(1 236)

1 090

(404)

 

 

 

 

 

Investing activities

 

 

 

 

Acquisition of property plant and equipment

 

-

-

(483)

Acquisition of investment

 

(115)

-

(1 181)

Proceeds on sale of investment

 

-

-

-

 

 

 

 

 

Net cash used in investing activities

 

(115)

-

(1 664)

 

 

 

 

 

Financing activities

 

 

 

 

Repayment of borrowings

 

-

-

-

Proceeds of loans granted

 

490

468

468

Repayment of warrant liability

 

-

-

-

Net proceeds from issue of loan notes

 

-

-

-

Net proceeds from issue of share capital

 

893

-

1 984

Share issue costs

 

-

-

-

Finance charges

 

(1)

(64)

(12)

Repayment of finance lease

 

(34)

(29)

(60)

 

 

 

 

 

Net cash from financing activities

 

1 348

375

2 380

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(3)

1 465

312

 

 

 

 

-

Cash and cash equivalents at beginning of period

 

40

(272)

(272)

Net cash and cash equivalents at end of period

 

37

1 193

40

 

 

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

1.  GENERAL INFORMATION

 

Premier African Minerals Limited ('Premier' or 'the Company'), together with its subsidiaries (the 'Group'), was incorporated and domiciled in the Territory of the British Virgin Islands under the BVI Business Companies Act, 2004. The address of the registered office is Craigmuir Chambers, PO Box 71, Road Town, Tortola, British Virgin Islands. Premier's shares were admitted to trading on the London Stock Exchange's AIM market on 10 December 2012.

 

The Group's operations and principal activities are the mining, development and exploration of mineral reserves, primarily on the African continent. The presentational currency of the condensed consolidated interim financial statements is US Dollars ("$").

 

2.  BASIS OF PREPARATION

 

These unaudited condensed consolidated interim financial statements for the six months ended 30 June 2020 were approved by the Board and authorised for issue on 30 September 2020.

 

These interim financial statements have been prepared in accordance with the recognition and measurement principles of the International Financial Reporting Standards ("IFRS") as endorsed by the EU. 

 

The accounting policies applied in the preparation of these consolidated interim financial statements are consistent with the accounting policies applied in the preparation of the consolidated financial statements for the year ended 31 December 2019.

 

The figures for the six months ended 30 June 2019 and 30 June 2020 are unaudited and do not constitute full accounts. The comparative figures for the year ended 31 December 2019 are extracts from the 2019 audited accounts. The independent auditor's report on the 2019 accounts was qualified but included an emphasis of matter relating to going concern.

 

Going Concern

 

The Directors have prepared cash flow forecasts for the next 12 months, taking into account working capital and expenditure forecasts for the rest of the Group including overheads and other development costs.

 

The forecasts include additional equity finance which the directors believe can be met. In the event that the Company is unable to obtain additional equity finance for the Group's working capital, a material uncertainty exists which may cast significant doubt on the ability of the Group to continue as a going concern and therefore be unable to realise its assets and settle its liabilities in the normal course of business.

 

3.  SEGMENTAL REPORTING

 

Segmental information is presented in respect of the information reported to the Directors. The segmental information reports the revenue generating segments of RHA Tungsten (Pvt) Ltd ("RHA"), that operates the RHA Tungsten Mine, and Zulu Lithium (Pvt) Ltd ("Zulu"). The RHA segment derives income primarily from the production and sale of wolframite concentrate. All other segments are primarily focused on exploration and on administrative and financing segments. Segmental results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

 

As at the reporting date, the company has significant holdings in Zimbabwe. As indicated in the audited annual financial statements, the Zimbabwean government mandated that with effect of 1 March 2019 the only functional currency is the RTGS Dollar. Since the introduction of RTGS Dollars the Zimbabwean inflation rate has gone into hyperinflationary percentages. Hyperinflationary accounting requires a restatement of the local currency assets and liabilities to reflect the effect of the hyperinflation before translating the local currency to the reporting currency. Refer to the audited annual financial statements of 31 December 2019 for more detailed information.
 

 

By operating segment

Unallocated Corporate

RHA Tungsten Mine Zimbabwe and RHA Mauritius*

Exploration Zulu Lithium Zimbabwe and Zulu Mauritius

Total continuing operations

June 2020

$ 000

$ 000

$ 000

$ 000

 

 

 

 

 

Result

 

 

 

 

Revenue

-

-

-

-

Operating (income) / loss

503

(138)

9

374

Other Income

-

(51)

-

 

Fair value movement on investment

-

-

-

-

Fair value movement on warrant options cancelled

-

-

-

-

Impairment of RHA

-

21

-

21

Impairment of Zulu Lithium

-

-

-

-

Finance charges

51

10

-

61

Loss before taxation

554

(158)

9

456

Assets

 

 

 

 

Exploration and evaluation assets

-

-

-

-

Investments

7 559

-

-

7 559

Inventories

-

1

-

1

Trade and other receivables

708

7

-

715

Cash

1

36

-

37

Total assets

8 268

44

-

8 312

Liabilities

 

 

 

 

Other financial liabilities

-

-

-

-

Borrowings

(1 255)

-

-

(1 255)

Bank overdraft

-

-

-

-

Trade and other payables

(1 082)

(410)

(3)

(1 495)

Provisions

-

(165)

-

(165)

Total liabilities

(2 337)

(575)

(3)

(2 915)

Net assets

5 931

(531)

(3)

5 397

 

 

 

 

 

Other information

 

 

 

 

Depreciation and amortisation

-

-

-

-

Property plant and equipment additions

-

31

-

31

Costs capitalised to intangible assets

-

-

-

-

 

 

 

 

By operating segment

Unallocated Corporate

RHA Tungsten Mine Zimbabwe and RHA Mauritius*

Exploration Zulu Lithium Zimbabwe and Zulu Mauritius

Total continuing operations

June 2019

$ 000

$ 000

$ 000

$ 000

 

 

 

 

 

Result

 

 

 

 

Revenue

-

-

-

-

Operating (income) / loss

703

18 026

673

17 854

Other Income

(600)

(948)

-

(1 548)

Fair value movement on investment

-

-

-

-

Fair value movement on warrant options cancelled

-

-

-

-

Impairment of RHA

-

-

-

-

Impairment of Zulu Lithium

-

-

-

-

Finance charges

4

64

-

68

Loss before taxation

107

17 142

673

17 922

Assets

 

 

 

 

Exploration and evaluation assets

-

-

-

-

Investments

6 263

-

-

6 263

Inventories

-

4

-

4

Trade and other receivables

-

9

-

9

Cash

348

844

-

1 193

Total assets

6 611

857

-

7 469

Liabilities

 

 

 

 

Other financial liabilities

-

(65)

-

(65)

Borrowings

(685)

-

-

(685)

Bank overdraft

-

-

(1)

(1)

Trade and other payables

(1 006)

1 864

(2)

856

Provisions

-

(173)

-

-

Total liabilities

(1 691)

1 626

(3)

105

Net assets

4 920

2 483

(3)

7 574

 

 

 

 

 

Other information

 

 

 

 

Depreciation and amortisation

-

-

-

-

Property plant and equipment additions

-

483

-

483

Costs capitalised to intangible assets

-

-

-

-

 

 

 

 

By operating segment

Unallocated Corporate

RHA Tungsten Mine Zimbabwe and RHA Mauritius*

Exploration Zulu Lithium Zimbabwe and Zulu Mauritius

Total continuing operations

December 2019

$ 000

$ 000

$ 000

$ 000

 

 

 

 

 

Result

 

 

 

 

Revenue (1)

-

(168)

-

(168)

Operating loss

1 791

1 053

-

2 844

Other Income

(1 285)

-

-

(1 285)

Fair value movement on investment

-

-

-

-

Fair value movement on warrant options cancelled

-

-

-

-

Impairment of RHA

-

483

-

483

Impairment of Zulu Lithium

-

-

4 563

4 563

Finance charges

7

133

-

140

Loss before taxation

513

1 669

4 563

6 745

Assets

 

 

 

 

Exploration and evaluation assets

-

-

-

-

Investments

6 263

-

-

6 263

Inventories

-

26

-

26

Trade and other receivables

15

38

-

53

Cash

2

11

2

16

Total assets

6 280

75

2

6 358

Liabilities

 

 

 

 

Other financial liabilities

-

(94)

-

(94)

Borrowings

(213)

-

-

(213)

Bank overdraft

-

(288)

-

(288)

Trade and other payables

(1 313)

(1 645)

-

(2 957)

Provisions

-

(983)

-

(983)

Total liabilities

(1 526)

(3 009)

-

(4 535)

Net assets

4 754

(2 934)

2

1 823

 

 

 

 

 

Other information

 

 

 

 

Depreciation and amortisation

-

-

-

-

Property plant and equipment additions

-

196

-

196

Costs capitalised to intangible assets

-

-

272

272

 

 

 

* Represents 100% of the results and financial position of RHA Tungsten (Private) Limited ("RHA") whereas the Group owns 49%.

 

 

 

4.  INTANGIBLE EXPLORATION AND EVALUATION ASSETS

 

 

Exploration & Evaluation assets

 Total

 

$ 000

$ 000

 

 

 

Opening carrying value 1 January 2019

Expenditure on Exploration and evaluation

Closing carrying value 30 June 2019

Expenditure on Exploration and evaluation

Closing carrying value 31 December 2019

Expenditure on Exploration and evaluation

Closing carrying value 30 June 2020

 

 

During the period to 30 June 2020 $ Nil was capitalised to the Zulu (six months to 30 June 2019: $ Nil, year to 31 December 2019: $ Nil).

 

Exploration work conducted on Zulu during prior periods indicated that both lithium and tantalum recovery may be a viable option. The Group views this project as strategic and exploration work will be continued in the future, cash flow permitting.

 

5.  INVESTMENTS

 

Circum

MNH

 

Available-for-sale:

Minerals

Holdings

Total

Closing carrying 30 June 2019

6 263

-

6 263

Shares acquired

-

1 181

1 181

Closing carrying 31 December 2019

6 263

1 181

7 444

Shares acquired

-

115

115

Closing carrying 30 June 2020

6 263

1 296

7 559

 

 

Reconciliation of movements in investments

 

 

 

Investment in Circum Minerals Limited - 15 May 2014

1 400

-

1 400

Fair value adjustment - February 2015

1 100

-

1 100

Fair value adjustment - June 2015

1 500

-

1 500

Acquisition at fair value 2017

2 936

-

2 936

Issue of Premier shares

1 216

-

1 216

Fair value adjustment - 31 December 2017

(1 889)

-

(1 993)

Carrying value at 31 December 2018 and 30 June 2019

6 263

-

2 159

Acquisition at fair value

-

1 181

1 181

 

6 263

1 181

3 340

Acquisition at fair value

-

115

115

Carrying value at 31 December 2019 and 30 June 2020

6 263

1 296

7 559

 

Premier's investment in Circum Minerals Limited ('Circum') was designated as FVOCI as such is required to be measured at fair value at each reporting date. As Circum is unlisted there are no quoted market prices. The fair value of Circum shares was derived using the previous issue price and validating it against the most recent placing price on 30 April 2019. The shares are considered to be level 3 financial assets under the IFRS 13 categorisation of fair value measurements. We continue to hold 5 010 333 shares in Circum currently valued in total at $6.263 million.

Premier's investment in MN Holdings ('MNH') is classified as an FVOCI as such is required to be measured at fair value at the reporting date. As MNH is unlisted there are no quoted market prices. The Fair value of the MNH shares as at 30 June 2020 and 31 December 2019 was derived using the purchase price in July 2019.

 

6.  PROPERTY, PLANT AND EQUIPMENT

 

 

Mine Development

Plant and Equipment

Land and Buildings

Total

 

$ 000

$ 000

$ 000

$ 000

Cost

 

 

 

 

At 1 January 2019

8 409

4 310

852

13 571

Foreign Currency Translation effect

(6 786)

(1 055)

(732)

(8 573)

Additions

At 30 June 2019

1 623

3 255

120

4 998

Foreign Currency Translation effect

2 046

(252)

193

1 987

Transfer from Capital Work in Progress

62

(62)

Additions

31

452

483

At 31 December 2019

3 762

3 393

313

7 468

Foreign Currency Translation effect

(1 677)

(650)

(182)

(2 509)

Additions

31

31

At 30 June 2020

2 116

2 743

131

4 990

 

 

 

 

 

Accumulated Depreciation and Impairment Losses

 

 

 

At 1 January 2019

8 409

4 310

852

13 571

Foreign Currency Translation effect

(6 786)

(1 055)

(732)

(8 573)

Charge for the year

At 30 June 2019

1 623

3 255

120

4 998

Exchange differences

2 046

(252)

193

1 987

Charge for the year

Impairment of RHA

93

390

483

At 31 December 2019

3 762

3 393

313

7 468

Foreign Currency Translation effect

(1 677)

(650)

(182)

(2 509)

Charge for the year

Impairment of RHA

31

31

At 30 June 2020

2 116

2 743

131

4 990

 

 

 

 

 

Net Book Value

 

 

 

 

At 30 June 2019

At 31 December 2019

-

-

-

-

At 30 June 2020

-

-

-

-

 

 

 

7.  BORROWINGS

 

 

30 June

30 June

 

 

30 June 2020

30 June 2019

2019

 

(Unaudited)

(Unaudited)

(Audited)

 

$ 000

$ 000

$ 000

 

 

 

 

Loan - G. Roach

442

216

219

Loan - Regent Mercantile

387

350

368

Loan - B. Roach

132

119

128

Convertible Loan Notes - Riverfort, D-Beta, YA

294

 

1 255

685

715

 

 

 

 

Reconciliation of movement in borrowings

 

 

 

As at 1 January

715

213

213

Loans received (1) (2)

490

468

468

Accrued interest

50

4

34

As at 30 June / 31 December

1 255

685

715

 

 

 

 

Current

1 255

685

715

Non-current

 

1 255

685

715

 

 

Borrowings comprise loans from a related party and a non-related party.

 

1)  On the 9th of April 2020 the company announced the conclusion of a loan instrument of US$0.200 million with a company owned by a Trust of which George Roach is a beneficiary, for a gross value of US$0.200 million. The proceeds of the New Loan will be used to support ongoing development and provide additional general working capital for the Company. The annual interest rate payable on the outstanding amounts under the New Loan is 10% per annum.

 

2)  On the 7th of May 2020 Premier announced the conclusion of an investment agreement of US$0.290 million before costs with D-Beta One EQ, Ltd ("D-Beta"), YA II PN, Ltd ("YA") and Riverfort Global Opportunities PCC Limited ("Riverfort"). The annual interest rate payable on the outstanding investment amount is 10%. The principal amount (plus any accrued interest) under the Investment Agreement is repayable six months from the date of this announcement. The proceeds of the Investment Agreement will be used to reduce existing liabilities and general working capital for the Company.

 

8.  SHARE CAPITAL

 

Authorised share capital

 

Authorised share capital

 

At the Annual General Meeting held on 5th August 2019, the shareholders approved the following:

 

1)  the removal of the restrictions on the number of no-par value ordinary shares of a single class that the Company is authorised to issue; and

 

2)  for the period commencing twenty-four (24) months following the date of the above general meeting, the disapplication of the pre-emption provisions in Company's articles of association in relation to the issue of up to six billion and five hundred million (6 500 000 000) ordinary shares.

 

The total number of voting rights in the Company on the 30 June 2020 was 11 935 375 754.

Issued share capital

 

 

Number of Shares

Value

 

 

 '000

$ 000

As at January 2019

 

7 383 679

48 798

 

 

 

 

Shares issued on conversion for fees

 

161 986

710

As at 30 June 2019

 

7 545 665

49 508

 

 

 

 

Shares issued under subscription agreement

 

1 956 737

525

Shares issued on conversion of loan

 

1 763 669

569

As at 31 December 2019

 

11 266 071

51 035

 

 

 

 

Shares issued for direct Investment

 

669 304

893

As at 30 June 2020

 

11 935 375

51 928

 

Reconciliation to balance as stated in the consolidated statement of financial position

 

 

 Issued

 Share Issue

 Share Capital

 

 Share Capital

 Costs

 (Net of Costs)

 

 $ '000

 $ '000

 $ '000

 

 

 

 

As at 31 December 2018 - Audited

48 798

(2 925)

45 873

Shares issued

710

(33)

677

As at 30 June 2019

49 508

(2 958)

46 550

Shares issued

1 527

(35)

1 492

As at 31 December 2019 - Audited

51 035

(2 993)

48 042

Shares issued

893

-

893

As at 30 June 2020

51 928

(2 993)

48 935

 

 

 

9.  OTHER INCOME

 

30 June 2020

30 June 2019

2019

 

(Unaudited)

(Unaudited)

(Audited)

 

$ 000

$ 000

$ 000

 

 

 

 

NIEEF refund of expenses

51

948

404

Reversal of prescribed debt

-

600

881

 

51

1 548

1 285

 

10.  FOREIGN EXCHANGE GAINS AND LOSSES

 

As indicated in note 3. Segmental Reporting, the company has significant holdings in Zimbabwe. With effect from the 1st of March 2019, the Zimbabwean government mandated that the only functional currency is RTGS Dollar. Since the introduction of RTGS Dollar the currency has devalued from the introductory rate of RTGS Dollar 1: $ 1 to RTGS Dollar 57.3582 at 30 June 2020 (RTGS Dollar 6.622 - 30 June 2019). This currency has continued to devalue in the period to 30 September 2020.  As defined in IAS29, the Zimbabwean economy is considered to be hyperinflationary. As most of the group's Zimbabwean assets have been impaired the result in liabilities are adjusted for the hyperinflationary effect. This leads to a net gain on translation into the reporting currency. For further information refer to the audited financial statement of 31 December 2019.

11.  TAXATION

 

There is no taxation charge for the period ended 30 June 2020 (30 June 2019 and 31 December 2019: Nil) because the Group is registered in the British Virgin Islands where no corporate taxes or capital gains tax are charged. However, the Group may be liable for taxes in the jurisdictions of the underlying operations.

The Group has incurred tax losses in Zimbabwe; however, a deferred tax asset has not been recognised in the accounts due to the unpredictability of future profit streams. 

Contingent liability

 

The Group operates across different geographical regions and is required to comply with tax legislation in various jurisdictions. The determination of the Group's tax is based on interpretations applied in terms of the respective tax legislations and may be subject to periodic challenges by tax authorities which may give rise to tax exposures.

 

12.  LOSS PER SHARE

 

The calculation of loss per share is based on the loss after taxation attributable to the owners of the parent divided by the weighted average number of shares in issue during each period.

 

 

Six months to

Six months to

31 December

 

30 June 2020

30 June 2019

2019

 

(Unaudited)

(Unaudited)

(Audited)

 

$ '000

$ '000

$ '000

 

 

 

 

Net loss attributable to owners of the company ($'000)

(434)

(9 567)

(1 227)

 

 

 

 

Weighted average number of Ordinary Shares in calculating

 

 

basic earnings per share ('000)

11 455 420

7 413 376

11 266 071

 

 

 

 

Basic loss per share (US cents)

(0.004)

(0.13)

(0.1)

 

 

As the Group incurred a loss for the period, there is no dilutive effect from the share options and warrants in issue or the shares issued after the reporting date.

 

13.  EVENTS AFTER THE REPORTING DATE

 

1)  RHA Tungsten (Pvt) Ltd ("RHA")

 

The Ministry of Industry and Commerce ("Ministry"), acting on behalf the National Indigenisation and Economic Empowerment Fund (NIEEF) confirmed in July 2020 that the previously appointed directors of RHA could now continue to act in their capacity as directors on behalf of NIEEF. This has resulted in the removal of an ongoing stumbling blocks to finding a mutually acceptable solution to the funding and equity dilemma at RHA as the Ministry required that the board of RHA be properly constituted before final decisions could be taken on how this wish to proceed with RHA .

2)  Zulu Lithium and Tantalum ("Zulu")

 

Communication received during July 2020 from the Ministry of Mines and Mining Development, reaffirmed Premier view that finality regarding the conclusion of the procedural process of Premier's Exclusive Prospecting Order application will be concluded in the near future.

 

3)  Corporate matters

 

In June 2020, Premier entered into a conditional sale and purchase agreement to acquire a portfolio of hard-rock lithium assets located in Zimbabwe and Mozambique from Lithium Consolidated Ltd ("Li3") following Li3's strategic shift of focus to their Australian based projects. Premier conditionally agreed to purchase the Li3 African projects for a gross consideration of AUD$ 150 000, (approximately US$104 000) that was to be satisfied through issuance of new ordinary in Premier. Premier completed the purchase in July 2020 by the issuance of 124 512 702 in favour of Li3.

 

On 24 July 2020, the Company received a notice of exercise by Regent to convert their loan plus accrued interest in the amount of US$390 040.92 (£305 836.77) in accordance with the terms of the loan agreement as announced on the 21 June 2019 into new ordinary shares in the Company. The Company therefor has issued 431 241 920 new ordinary shares to Regent at an issue price of 0.07092p per share.

 

On 27 July 2020, the Company received a notice of exercise by D-Beta One EQ, Ltd, YA II PN, Ltd and Riverfort Global Opportunities PCC Limited, collectively referred to as the ("Investors") to convert US$50 000 of the investment plus accrued interest of US$6 276.71, amounting to US$56 276.71 (£44 115.31) in accordance with the terms of the loan agreement as announced on the 7 May 2020 into new ordinary shares in the Company. The Company therefor has issued 70 426 740 new ordinary shares to the Investors an issue price of 0.062640p per share.

 

On 30 July 2020, the Company received a notice of exercise by the company owned by a trust of which George Roach is a beneficiary to convert the loan, plus accrued interest, amounting to US$206 027 (£159 131.07) in accordance with the terms of the loan agreement as announced on the 9 April 2020 into new ordinary shares in the Company. The Company therefor has issued 232 647 763 new ordinary shares to the company an issue price of 0.0684 per share.

 

On 11 August 2020, the Company received a notice of exercise by the Investors to convert a further US$50 000  of the investment plus accrued interest of US$1 183.56, amounting to US$51 183.56 (£39 165.66) in accordance with the terms of the loan agreement as announced on the 7 May 2020 into new ordinary shares in the Company. The Company therefor has issued 64 470 222 new ordinary shares to the Investors an issue price of 0.06075p per share.

 

On 11 August 2020, the Company issued new ordinary shares to Directors, employees, and other creditors in settlement of accrued but unpaid contractual amounts due, amounting in aggregate to £337 428. The Company issued 374 920 533 new shares in settlement of accrued but unpaid fees at an issue price of 0.09p per share.

 

On 18 August 2020, the Company received a notice of exercise by the Investors to convert a further US$50 000   of the investment plus accrued interest of US$312.33, amounting to US$50 312.33 (£38 388.31) in accordance with the terms of the loan agreement as announced on the 7 May 2020 into new ordinary shares in the Company. The Company therefor has issued 62 450 479 new ordinary shares to the Investors an issue price of 0.06147p per share.

 

On 21 August 2020, the Company received a notice of exercise by the Investors to convert a further US$75 000  of the investment plus accrued interest of US$1 189.04, amounting to US$76 189.04 (£58 810.32) in accordance with the terms of the loan agreement as announced on the 7 May 2020 into new ordinary shares in the Company. The Company therefor has issued 125 905 202 new ordinary shares to the Investors an issue price of 0.04671p per share.

 

4)  MN Holdings Limited ("MNH")

 

On the 15th July 2020, the managers of the mine provided updates on recent operations, mine production and shipping. The Covid-19 pandemic continues to have an impact. Internal operations have been adversely affected by new mine operating procedures required to limit the potential spread of Covid-19. The mining operational team has adjusted to the new operating procedures and the mine management has informed us that they have recorded no infections, in contrast to certain other manganese producers and Otjozondu has continued to produce and/or ship manganese throughout the Covid-19 pandemic.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
IR DBLFXBKLFBBF
UK 100

Latest directors dealings