Interim Results

Premier African Minerals Limited

29 September 2023

 

29 September 2023

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

Unaudited Interim Results for the six months ended 30 June 2023

Chief Executive Statement

Dear Shareholders,

I believe this will be the last time that I potentially report Interim Results that do not include details of cash generative operations. The six months to 30 June 2023 have been difficult and this has been widely reported in various announcements over the past 4 months. The plant did not achieve name plate throughput production as per the original design and our relationship with Canmax Technologies Co. Ltd ("Canmax") came under severe duress. That said, the outcome in the past month has the hallmarks of setting aside all that disappointment and with the completion of the installation of the RHA mill and restarting operations in the latter part of September 2023, we expect to meet the production target for shipments in November 2023. At the same time, this use of the RHA mill only allows for up to 50% of target production and the supply of a new mill to meet full design throughput is expected ex works in Q4 of 2023. This is expected to be installed and commissioned in early Q1 of 2024 following a two-week installation shutdown that we plan to coincide with the festive break.

The first six months activity of 2023 (the "Period") has been extensively reported as post financial year end events in our annual financial statements that were released just a few months ago.

Our interim financial statements for the period to 30 June 2023 are attached. Of particular note is the substantially improved financial position of the company.

Financial and Statutory Information

The Group incurred an operating loss of US$7.166 million for the six months ended 30 June 2022. The loss was principally due to the on-going overheads and administration costs associated with the construction, installation and optimisation of the Zulu Lithium mine in Zimbabwe. Cash at hand on 30 June 2023 was $0.231 million.

Premier received continued financial support from its shareholders and Canmax throughout the period.

These interim statements to 30 June 2023 have not been reviewed by the auditors.

Mr. George Roach
Chief Executive Officer
29 September 2023

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.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018.

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: [phone]
Michael Cornish / Roland Cornish	Beaumont Cornish Limited (Nominated Adviser)	Tel: [phone]
Douglas Crippen	CMC Markets UK Plc	Tel: [phone]
Toby Gibbs/Rachel Goldstein	Shore Capital Stockbrokers Limited	Tel: [phone]

CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION

EXPRESSED IN US DOLLARS

				31 December
		Six months to	Six months to	2022
EXPRESSED IN US DOLLARS		30 June 2023	30 June 2022	(Audited)
	Notes	$ 000	$ 000	$ 000
ASSETS
Non-current assets
Intangible assets	4	5,031	4,686	4,739
Investments	5	501	8,342	501
Property, plant and equipment	6	43,390	4,345	35,997
Loans receivable	7	243	859	-
		49,165	18,232	41,237
Current assets
Inventories		1,039	21	11
Trade and other receivables		728	373	180
Cash and cash equivalents		231	10,228	9,627
		1,998	10,622	9,818
TOTAL ASSETS		51,163	28,854	51,055
LIABILITIES
Non-current liabilities
Provisions - rehabilitation		362	748	360
		362	748	360
Current liabilities
Trade and other payables		38,152	3,989	33,725
Borrowings	8	196	180	180
		38,348	4,169	33,905
TOTAL LIABILITIES		38,710	4,917	34,265
NET ASSETS		12,453	23,937	16,790
EQUITY
Share capital	9	74,305	70,951	70,951
Share based payment and warrant reserve		3,708	2,366	3,708
Revaluation reserve		711	711	711
Foreign currency translation reserve		(13,288)	(13,213)	(13,150)
Accumulated loss		(40,041)	(24,253)	(32,713)
Total equity attributed to the owners of the parent company		25,395	36,562	29,507
Non-controlling interest		(12,942)	(12,625)	(12,717)
TOTAL EQUITY		12,453	23,937	16,790

 

CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

EXPRESSED IN US DOLLARS

				31 December
		Six months to	Six months to	2022
Continuing operations	Notes	30 June 2023	30 June 2022	(Audited)
EXPRESSED IN US DOLLARS		$ 000	$ 000	$ 000
Revenue		-	-	-
Cost of sales excluding depreciation and amortisation expense		-	-	-
Gross profit / (loss)		-	-	-
Administrative expenses		(7,166)	(4,890)	(4,622)
Operating profit / (loss)		(7,166)	(4,890)	(4,622)
Depreciation and amortisation	6	(141)	(15)	(54)
Other Income	9	-	3	34
Loss on disposal of property, plant and equipment		(11)	-	-
Finance charges		(231)	(36)	-
Impairment loss for investments and loans receivable		-	-	(1,161)
		(383)	(48)	(1,181)
Profit / (Loss) before income tax		(7,549)	(4,938)	(5,803)
Income tax expense	10	-	-	-
Profit / (Loss) from continuing operations		(7,549)	(4,938)	(5,803)
Profit / (Loss) for the year		(7,549)	(4,938)	(5,803)
Other comprehensive income:
Items that are or may be reclassified subsequently to profit or loss:
Fair Value adjustment on investments		-	-	(7,841)
		(142)	(559)	(7,710)
Total comprehensive income for the year		(7,691)	(5,497)	(13,513)
Loss attributable to:
Owners of the Company		(7,328)	(4,683)	(5,492)
Non-controlling interests		(221)	(255)	(444)
		(7,549)	(4,938)	(5,936)
Total comprehensive income attributable to:
Owners of the Company		(7,465)	(5,076)	(13,134)
Non-controlling interests		(225)	(421)	(512)
Total comprehensive income for the year		(7,690)	(5,497)	(13,646)
Loss per share attributable to owners of the parent (expressed in US cents)
Basic loss per share	11	(0.035)	(0.041)	(0.042)
Diluted loss per share	11	(0.035)	(0.041)	(0.042)

ONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY

EXPRESSED IN US DOLLARS

	Share capital	Share option and warrant reserve	Revaluation reserve	Foreign currency translation 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 2022	56,113	2,366	711	(13,217)	(19,512)	26,461	(12,205)	14,256
Loss for the period	-	-	-	-	(4,683)	(4,683)	(255)	(4,938)
Other comprehensive income for the period	-	-	-	(559)	-	(559)	(166)	(725)
Total comprehensive income for the period	-	-	-	(559)	(4,683)	(5,242)	(421)	(5,663)
Transactions with Owners
Issue of equity shares	15,782	-	-	-	-	15,782	-	15,782
Share issue costs	(944)	-	-	-	-	(944)	-	(944)
At 30 June 2022	70,951	2,366	711	(13,213)	(24,253)	36,057	(12,626)	23,431
Loss for the period	-	-	-	-	(809)	(809)	(189)	(998)
Other comprehensive income for the period	-	-	-	63	(7,651)	(7,588)	98	(7,490)
Total comprehensive income for the period	-	-	-	63	(8,460)	(8,397)	(91)	(8,488)
Transactions with Owners
Issue of equity shares	-	-	-	-	-	-	-	-
Share issue costs	-	-	-	-	-	-	-	-
Share based payments	-	1,342	-	-	-	1,342	-	1,342
At 31 December 2022	70,951	3,708	711	(13,150)	(32,713)	29,002	(12,717)	16,285
Profit / (Loss) for the period	-	-	-	-	(7,328)	(7,328)	(221)	(7,549)
Other comprehensive income for the period	-	-	-	(138)	-	(138)	(4)	(142)
Total comprehensive income for the period	-	-	-	(138)	(7,328)	(7,466)	(225)	(7,691)
Transactions with Owners
Issue of equity shares	4,298	-	-	-	-	4,298	-	4,298
Share issue costs	(944)	-	-	-	-	(944)	-	(944)
At 30 June 2023	74,305	3,708	711	(13,288)	(40,041)	24,890	(12,942)	11,948

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

EXPRESSED IN US DOLLARS

			31 December
	Six months to	Six months to	2022
	30 June 2023	30 June 2022	(Audited)
	$ 000	$ 000	$ 000
Net cash outflow from operating activities	(936)	(1,222)	30,116
Investing activities
Acquisition of property plant and equipment	(11,295)	(4,328)	(35,912)
Acquisition of intangible assets	(292)	-	(53)
Loans advanced	(243)	-	(302)
Net cash used in investing activities	(11,830)	(4,328)	(36,267)
Financing activities
Proceeds from borrowings granted	16	-	-
Net proceeds from issue of share capital	3,354	14,838	14,838
Net cash from financing activities	3,370	14,838	14,838
Net decrease in cash and cash equivalents	(9,396)	9,288	8,687
Cash and cash equivalents at beginning of year	9,627	940	940
Net cash and cash equivalents at end of year	231	10,228	9,627

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 2023 were approved by the Board and authorised for issue on 29 September 2023.

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 UK. 

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 2022.

The figures for the six months ended 30 June 2023 and 30 June 2022 are unaudited and do not constitute full accounts. The comparative figures for the year ended 31 December 2022 are extracts from the 2022 audited accounts. The independent auditor's report on the 2022 accounts was unqualified.

Going Concern

The Directors have prepared cash flow forecasts for the next 12 months, taking into account working capital, Zulu revenue and expenditure forecasts for the rest of the Group including overheads and other exploration costs. As previously announced, certain contractors also agreed to collectively accept payment of a limited number of future invoices until the end of December 2023 in new ordinary shares of the Company at the closing middle market price on the day prior to settlement which is included in the forecasts.

The forecasts assume that the Company will commence generating revenue later this calendar year, which the directors believe can be met. In the event that revenue generation is delayed for any reason, the Company may require further funding and, if the Company is unable to obtain additional finance for the Group's working capital and capital expenditure requirements, a material uncertainty may exist which could 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 Private Limited ("RHA"), that operates the RHA Tungsten Mine, and Zulu Lithium Private Limited ("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 2022 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 2023	$ 000	$ 000	$ 000	$ 000
Result
Revenue	-	-	6	-
Operating loss / (income)	1,343	46	6,061	7,450
Other income	-	-	5	5
Fair value movement on investment	-	-	-	-
Finance charges	232	-	-	232
Impairment of investments and loans receivable	-	-	-	-
Loss before taxation	1,575	46	6,066	7,687
Assets
Exploration and evaluation assets	468	-	4,563	5,031
Investments	501	-	-	501
Property, plant and equipment	84	-	43,306	43,390
Loans receivable	243	-	-	243
Inventories	-	-	1,039	1,039
Trade and other receivables	4	5	719	728
Cash	137	6	88	231
Total assets	1,437	11	49,715	51,163
Liabilities
Other financial liabilities	-	-	-	-
Borrowings	(196)	-	-	(196)
Trade and other payables	(37,729)	(7)	(416)	(38,152)
Provisions	-	(362)	-	(362)
Total liabilities	(37,925)	(369)	(416)	(38,710)
Net (liabilities) /assets	(36,488)	(358)	49,299	12,453
Other information
Depreciation and amortisation	5	-	136	141
Property plant and equipment additions	70	-	35,981	36,051
Costs capitalised to intangible assets	345	-	-	345

By operating segment	Unallocated Corporate	RHA Tungsten Mine Zimbabwe and RHA Mauritius*	Exploration Zulu Lithium Zimbabwe and Zulu Mauritius	Total continued operations
June 2022	$ 000	$ 000	$ 000	$ 000
Result
Revenue	-	-	-	-
Operating loss / (income)	1,756	47	2,976	4,779
Other income	-	-	(3)	(3)
Finance charges	-	18	-	18
Reversal of Impairment of Zulu	-	-	-	-
Loss before taxation	1,756	65	2,973	4,794
Assets
Exploration and evaluation assets	108	-	4,563	4,671
Investments	8,312	-	-	8,312
Inventories	-	1	20	21
Trade and other receivables	26	3	341	370
Cash	10,005	13	164	10,182
Total assets	19,353	17	9,391	28,761
Liabilities
Borrowings	(180)	-	-	(180)
Trade and other payables	(3,975)	(8)	-	(3,983)
Provisions	-	(380)	-	(380)
Total liabilities	(4,155)	(388)	-	(4,543)
Net assets	15,198	(371)	9,391	24,218
Other information
Depreciation and amortisation	-	-	15	15
Property plant and equipment additions	-	-	347	347
Costs capitalised to intangible assets	(12)	-	-	(12)

By operating segment	Unallocated Corporate	RHA Tungsten Mine Zimbabwe and RHA Mauritius*	Exploration Zulu Lithium Zimbabwe and Zulu Mauritius	Total continued operations
December 2022	$ 000	$ 000	$ 000	$ 000
Result
Revenue	-	-	-	-
Operating loss / (income)	3,774	213	689	4,676
Other income	-	-	(34)	(34)
Finance charges	-	-	-	-
Impairment of investments and loans receivable	1,161	-	-	1,161
Loss before taxation	4,935	213	655	5,803
Assets
Exploration and evaluation assets	176	-	4,563	4,739
Investments	501	-	-	501
Property, plant and equipment	63	-	35,934	35,997
Loans receivable	-	-	-	-
Inventories	-	-	11	11
Trade and other receivables	65	3	112	180
Cash	9,238	12	377	9,627
Total assets	10,043	15	40,997	51,055
Liabilities
Other financial liabilities	-	-	-	-
Borrowings	(180)	-	-	(180)
Trade and other payables	(33,792)	-	67	(33,725)
Provisions	-	(360)	-	(360)
Total liabilities	(33,972)	(360)	67	(34,265)
Net assets	(23,929)	(345)	41,064	16,790
Other information
Depreciation and amortisation	7	-	47	54
Property plant and equipment additions	70	-	35,981	36,051
Costs capitalised to intangible assets	53	-	-	53

* Represents 100% of the results and financial position of RHA whereas the Group owns 49%.

4.    INTANGIBLE EXPLORATION AND EVALUATION ASSETS

		Exploration & Evaluation assets	Total
		$ 000	$ 000
Opening carrying value 1 January 2022		4,686	4,686
Expenditure on Exploration and evaluation		-	-
Reversal of Impairment		-	-
Closing carrying value 30 June 2022		4,686	4,686
Expenditure on Exploration and evaluation		53	53
Closing carrying value 31 December 2022		4,739	4,739
Expenditure on Exploration and evaluation		292	292
Closing carrying value 30 June 2023		5,031	5,031

5.    INVESTMENTS

	Vortex /	Manganese	Total
	( Circum	Namibian
	Minerals )	Holdings
	$ 000	$ 000	$ 000
Available-for-sale:
Closing carrying 31 December 2021	6,263	2,079	8,342
Shares acquired	-	-	-
Closing carrying 30 June 2022	6,263	2,079	8,342
Shares acquired	-	-	-
Impairment of investments	(5,762)	(2,079)	(7,841)
Closing carrying 31 December 2022	501	-	501
Shares acquired	-	-	-
Closing carrying 30 June 2023	501	-	501
Reconciliation of movements in investments
Carrying value at 31 December 2020	6,263	2,079	8,342
Acquisition at fair value	-	-	-
Carrying value at 30 June 2022	6,263	2,079	8,342
Acquisition at fair value	-	-	-
Impairment of investments	(5,762)	(2,079)	(7,841)
Carrying value at 31 December 2022 and 30 June 2023	501	-	501

During the six months ended 30 June 2022, Premier sold its shares in Circum Minerals Limited ("Circum"), together with other minority shareholders, to Vortex Limited ("Vortex") in exchange for an equal value investment in Vortex. Premier's investment in Vortex / Circum was designated as FVOCI. As such the investment is required to be measured at fair value at each reporting date. As Vortex / Circum is unlisted there are no quoted market prices. The fair value of Vortex shares was derived using the previous issue price of Circum shares and validating it against the most recent placing price on 11 May 2021. The shares are considered to be level 3 financial assets under the IFRS 13 categorisation of fair value measurements. Premier continues to hold 5 010 333 shares in Vortex / Circum currently valued in total at $0.501 million.

Premier's investment in MN Holdings Limited ('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 2023 and 31 December 2022 was based on most recent unaudited financial statements of MNH. These financial statements showed significant operating losses. Accordingly, Premier's investment in MNH has been fully impaired as at 31 December 2022.

6.    PROPERTY, PLANT AND EQUIPMENT

	Mine Development	Plant and Equipment	Land and Buildings	Capital Work-in-Progress	Total
	$ 000	$ 000	$ 000	$ 000	$ 000
Cost
At 1 January 2022	895	2,812	41	-	3,748
Foreign Currency Translation effect	-	4,229		-	4,229
Additions	-	-		-	-
At 30 June 2022	895	7,041	41	-	7,977
Foreign Currency Translation effect	(122)	(3,790)	219	-	(3,693)
Transfer from Capital Work in Progress	-	-	-	-	-
Additions	-	206	15	34,956	35,177
At 31 December 2022	773	3,457	275	34,956	39,461
Foreign Currency Translation effect	8,140	3,711	1,394	-	13,245
Additions	-	4,328	-	6,967	11,295
At 30 June 2023	8,913	11,496	1,669	41,923	64,001
Accumulated Depreciation and Impairment Losses
At 1 January 2022	895	2,687	27	-	3,609
Foreign Currency Translation effect	-	22	1	-	23
Charge for the year	-	-	-	-	-
At 30 June 2022	895	2,709	28	-	3,632
Exchange differences	(122)	(32)	(14)	-	(168)
Charge for the year	-	-	-	-	-
At 31 December 2022	773	2,677	14	-	3,464
Foreign Currency Translation effect	8,140	7,562	1,430	-	17,132
Charge for the year	-	15	-	-	15
At 30 June 2023	8,913	10,254	1,444	-	20,611
Net Book Value
At 30 June 2022	-	4,332	13	-	4,345
At 31 December 2022	-	780	261	34,956	35,997
At 30 June 2023	-	1,242	225	41,923	43,390

7.    LOANS RECEIVABLE

			31 December
	Six months to	Six months to	2022
	30 June 2023	30 June 2022	(Audited)
	$ 000	$ 000	$ 000
Outback Investments (Pty) Ltd	-	414	-
Otjozondu Mining (Pty) Ltd	-	445	-
Vortex Limited	243	-	-
	243	859	-
Reconciliation of movement in loans receivable
As at 1 January	-	-	-
Loans advanced	243	859	859
Repayment	-	-	-
Accrued interest	-	-	-
Impairment of loans advanced	-	-	(859)
Total	243	859	-
Current	243	859	-
Non-current	-	-	-
	243	859	-

The above loans to Outback Investments (Pty) Ltd and Otjozondu Mining (Pty) Ltd were made to a subsidiary and a related party of MN Holdings (Pty) Ltd ("MNH") and were held at amortised cost. The loans were fully impaired as at 31 December 2022.

The purpose of the Outback Investments Pty Ltd loan was to enable MNH to lease and acquire the remaining extent of the Ebenezer No 377 Farm which contains untreated tailings facilities from the Purity Mining Project as announced on the 8^th of July 2019. The loan will be forgiven following the uninterrupted use of the farmland for the treatment of the tailing facilities for a period of up to 10 years. During this period Premier has rights to these tailings facilities. The loan is interest free. The loan is only repayable upon default by Outback Investments.

The loan to Otjozondu Mining (Pty) Ltd was to assist with funding the day-to-day operations and is in accordance with the announcement dated of 31 August 2021. Premier provided a loan of $265,000 which bears interest of 20% and is repayable in instalments of $25,000 per shipment of manganese shipped from Namibia. The balance of $180,000 has been provided interest free as it is linked to the loan from Neil Herbert, further details of which are set out in note 8 below.

8.    BORROWINGS

			31 December
	Six months to	Six months to	2022
	30 June 2023	30 June 2022	(Audited)
	$ 000	$ 000	$ 000
Loan - joint venture partner - Li3 Lithium Corp	16	-	-
Loan - Neil Herbert	180	180	180
	196	180	180

			31 December
	Six months to	Six months to	2022
	30 June 2023	30 June 2022	(Audited)
	$ 000	$ 000	$ 000
Reconciliation of movement in borrowings
As at 1 January	180	180	180
Investment by joint venture partner - Li3 Lithium Corp	16	-	-
Loans received	-	-	-
Accrued interest	-	-	-
Total	196	180	180
Current	196	180	180
Non-current	-	-	-
	196	180	180

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

Neil Herbert, a former director of the Company, made available a loan of US$180,000 to the Company in August 2021. Under the terms of the Director Loan, the loan is both unsecured and will not attract any interest and is repayable in full by the Company on the signing of a new off-take agreement at Otoconium. The purpose of the Director Loan was to provide funding to Premier to allow an amendment to the Otoconium Loan while Premier, acting collectively with Otoconium, looked to secure the best possible off-take funding package.

At 30 June 2023 the off-take funding had not been secured and Mr. Herbert has agreed to the deferment of the repayment of the loan until such off-take agreement has been secured.

Premier entered into a joint venture agreement with Li3 Lithium Corp (Li3) for the purpose of prospecting for additional lithium bearing ore in Zimbabwe. The net investment by Li3 represents the net amount due to Li3 after apportioning all expenses and amounts invested by both Premier and Li3.

9.    SHARE CAPITAL

Authorised share capital

The total number of voting rights in the Company on the 30 June 2023 was 22,836,049,123.

Issued share capital

		Number of Shares	Value
		'000	$ 000
As at 1 January 2022		19,418,009	59,432
Shares issued for direct Investment		3,000,000	15,782
As at 30 June 2022		22,418,009	75,214
Shares issued for direct Investment		-	-
As at 31 December 2022		22,418,009	75,214
Exercise of options		161,877	687
Shares issued for direct Investment		190,216	2722
Shares issued for direct Investment		65,947	889
As at 30 June 2023		22,836,049	79,512

Reconciliation to balances 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 2021 - Audited	59,432	(3,319)	56,113
Shares issued	15,782	(944)	14,838
As at 30 June 2022	75,214	(4,263)	70,951
Shares issued	-	-	-
As at 31 December 2022 - Audited	75,214	(4,263)	70,951
Shares issued	4,298	(944)	3,354
As at 30 June 2023	79,512	(5,207)	74,305

10.  OTHER INCOME

			31 December
	Six months to	Six months to	2022
	30 June 2023	30 June 2022	(Audited)
	$ 000	$ 000	$ 000
(Loss) / Profit on disposal of PPE	(11)	3	-
Reversal of prescribed debt	-	-	-
	(11)	3	-

11.  FOREIGN EXCHANGE GAINS AND LOSSES

As indicated in note 3. Segmental Reporting, the company has significant holdings in Zimbabwe. With effect from the 1^st 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: US$ 1 to RTGS Dollar 5,739.7961 at 30 June 2023 (RTGS Dollar 370.9646 at 30 June 2022). This currency has continued to devalue. 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 2022.

12.  TAXATION

There is no taxation charge for the period ended 30 June 2023 (30 June 2022 and 31 December 2022: 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. 

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.

13.  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.

			31 December
	Six months to	Six months to	2022
	30 June 2023	30 June 2022	(Audited)
	(Unaudited)	(Unaudited)	(Audited)
	$ '000	$ '000	$ '000
Net profit / (loss) attributable to owners of the company ($'000)	(7,328)	(4,683)	(5,492)
Weighted average number of Ordinary Shares in calculating
basic earnings per share ('000)	20,959,445	11,455,420	13,167,281
Basic earnings / (loss) per share (US cents)	(0.035)	(0.041)	(0.042)

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.

14.  EVENTS AFTER THE REPORTING DATE

Offtake and Prepayment Agreement

On 15 August 2023, the Company agreed with Canmax to amend and restate the Offtake and Prepayment Agreement which the parties had previously agreed in August 2022 ("Amended Agreement"). The Amended Agreement restored the working arrangements between Premier and Canmax and the Force Majeure and default notices were withdrawn by the respective parties. The major and essential elements of the Amended Agreement remained the same as the original agreement entered into in August 2022, save that the parties agreed:

-	A revised Product supply schedule in respect of the prepayment of US$34.6 million plus; and
-	A revised hybrid pricing agreement with the payment for SC6 supplied by Premier based on the SC6 price and a profit share whereby Premier and Canmax will share in the profit from production by Canmax of Lithium Hydroxide from SC6 supplied by Premier.

Director Loan

On 21 July 2023, the Company announced that it had agreed an unsecured £1.7 million Loan Facility Agreement with George Roach ("Facility"). On 9 August 2023, Premier and George Roach agreed to vary the Facility by increasing the size of the Facility from £1.7 million to £2 million and to waive any interest on a repayment by Premier of the Facility in cash ("Amended Facility"). Premier and the Lender further agreed that Premier would make one request of a draw-down under the Amended Facility in the amount of £2 million.

On 18 August 2023, Premier announced that the Company had received total net proceeds of £1,708,532.51 from the sales of 370,000,000 Premier Ordinary Shares by George Roach at an average price 0.4513 pence per share, in accordance with the Facility.  The Company and George Roach agreed that no further shares would be sold by George Roach under the Facility and that, upon settlement of the repayment of the existing amounts outstanding under the Facility by the issue of the new Premier Ordinary Shares, the Facility would be terminated with immediate effect.

Funding

On 25 August 2023, the Company announced a placing and subscription to raise £4 million before expenses at an issue price of 0.35 pence per new ordinary share for the ongoing Zulu Pilot Optimisation.

On 30 August 2023, the Company announced a conditional subscription for new ordinary shares by Canmax to raise £5 million before expenses at an issue price of 0.35 pence per new ordinary share for the ongoing Zulu Pilot Optimisation.

ENDS

 

END