Unaudited Half Yearly Results to August 31 2014
18 November 2014
Bushveld Minerals Ltd
("Bushveld" or the "Company")
Unaudited Half Yearly Results for the six months to 31 August 2014
Bushveld Minerals Limited (AIM: BMN), a mineral development company with a portfolio of projects in Southern Africa, is pleased to announce its interim results for the six months to 31 August 2014.
Highlights
· Completion of Scoping Study at the Company's flagship Bushveld Vanadium Project, South Africa:
o Pre-tax net present value ("NPV") of US$561.9 m and post-tax NPV of US$263.6 m (at 10% discount rate);
o Pre-tax internal rate of return ("IRR") of 35.6% and real post-tax IRR of 24.1% with a low project risk profile;
o Low operating costs (~US$5.99 / kg or US$ 2.72 / lb of vanadium pentoxide flakes);
o >60% operating margins;
o Low capital expenditure of US$261.5 million;
o Payback: 4 years and 4 months from start of mining; and
o Long life-of-mine: 30 years, exploiting 58% of a resource with significant growth upside.
· Positive results from metallurgical test work undertaken for the Bushveld Vanadium Project demonstrating excellent vanadium recoveries of >90% and concentrate grades of 1.5 - 1.6% V2O5 (vanadium pentoxide) achieved for MML HW layers
· Purchase of additional 10,000,000 shares in ASX listed Lemur Resources Limited ("Lemur") bringing Bushveld's total interest to 114,697,097 ordinary shares representing 57.21% of the issued share capital of Lemur (previously 52.22%)
· Maiden JORC Compliant Inferred Phosphate Mineral Resource announced, totalling 442 million tonnes ("Mt") at an average grade of 3.6% P2O5, using a 3% P2O5 cut-off, and occurring in the hanging wall of the P-Q Zone deposit ("the P-Q Deposit")
Post Period Highlights
· A re-evaluated 136% increase in Mineral Resource tonnes at the Bushveld Vanadium Project to 284.8 Mt, (containing 1.9 Mt V2O5) based on a 0.3% V2O5 cut-off for the Main Magnetite Layer (MML) and MML Hanging Wall (MML HW)
· Assays of the AB Zone at the Bushveld Vanadium Project completed with encouraging results. Infill drilling programme to commence to delineate a JORC Mineral Resource Estimate, expected in 1H 2015
· Completion of Scoping Study for the Mokopane Tin Project, South Africa:
o Low capital expenditure of US$16.7 million;
o Pre-tax NPV of US$18.0 million and post-tax NPV of US$10.0 million (at 10% discount rate);
o Pre-tax IRR of 49.8% and real post-tax IRR of 34.6% with a low project risk profile;
o Low operating costs (C1 cash + royalties costs of ~US$ 14,276 / tonne of tin metal); and
o Payback: Two years from start of mining.
· During the month of October 2014, Bushveld elected to liquidate the Darwin Strategic funding structure through the sale of the remaining 25 million Bushveld shares held under the structure originally entered into on 25 March 2014
· Concurrent with the liquidation of the remaining Darwin facility, Bushveld placed 16,666,667 shares in October with long-term BMN shareholders to raise £500,000, for a total gross capital raise of £1.25 million in October 2014
Enquiries: info@bushveldminerals.com
Bushveld Minerals
Fortune Mojapelo +27 (0) 11 268 6555
Strand Hanson
Andrew Emmott +44 (0) 20 7409 3494
Fox Davies
Jonathan Evans +44 (0) 20 3463 5000
RFC Ambrian
Jonathan Williams +44 (0) 20 3440 6800
Tavistock
Jos Simson/ Nuala Gallagher +44 (0) 20 7920 3150
Tielle Communications
Stéphanie Leclercq +27 (0) 83 307 7587
Notes to the editor
Bushveld Minerals Limited is a mineral development company with a portfolio of vanadium-and titanium bearing iron ore and tin assets in Southern Africa. The Company owns the Bushveld Vanadium Project, P-Q Iron Ore and Titanium Project and Mokopane Tin Project, both located on the northern limb of the Bushveld Complex, South Africa. In addition, Bushveld has a controlling 57.21% interest in Lemur Resources (ASX: LMR), that owns the Imaloto coal project in Madagascar.
Bushveld was admitted to the AIM Market of the London Stock Exchange in March 2012.
CEO's Report
Dear Shareholders,
I am pleased to present the interim financial statements for the six months ended 31 August 2014, a busy period in which Bushveld has steadily progressed the development of each of its commodity-focused platforms.
For each of these platforms, our philosophy remains to develop projects which deliver on four important objectives:
· Commodities with sound market fundamentals;
· An attractive cost curve proposition;
· A realistic modest capital expenditure path to production; and
· Scalability.
The process of proving up each of these aspects requires defining a robust mineral resource, completing scoping studies to define project economics, and securing strategic partnerships for further development of the project through feasibility studies towards production. It is pleasing that in respect of one platform - the Bushveld Vanadium Project - this process has merited the decision to develop the project up to the definitive feasibility study stage, in advance of securing a strategic partnership.
Bushveld Vanadium Project
The Vanadium Scoping Study, released in July 2014, demonstrated precisely the robust economics we had hoped for, with a real pre-tax IRR of 36% and real pre-tax NPV (at a 10% discount rate) of US$562m, based on US$262m of capital expenditure for 10,370 tpa V2O5 flake production from a 1 Mtpa Run-of-Mine operation.
The Study also indicated an operating cost of US$2.72 / lb V2O5 which would position the project among the lowest cost vanadium producers globally, with operating margins in excess of 60%. Moreover, adopting the commercially proven Salt Roast processing technology - already in operation at three sites in South Africa - could further minimize technological risk and ensure access to a large pool of local workforce talent during operation.
That Bushveld would prioritise our vanadium project was almost inevitable. I am pleased that we recently launched its Feasibility Study programme, and we now expect to complete a Pre-Feasibility Study in the first half of 2015, to be followed immediately by a Definitive Feasibility Study. Meanwhile, a mining right application is expected to be completed and submitted during the first quarter of 2015.
The Feasibility Study effort will be led by an outstanding internal technical team comprising metallurgists, mining engineers, Environmental Impact Assessment consultants, Social and Labour Plan practitioners and financial modeling experts alongside a team of external experts all of whom have extensive experience of the Bushveld Complex vanadium-bearing ores and the tried and tested processing methods we intend to pursue.
The Company recently raised US$2m which will be used to fund the launch of the Pre-Feasibility Study programme; ideally timed as we continue to explore a range of options to line up funds that will be required, in due course, to complete a Definitive Feasibility Study on the project.
Greenhills Resources Limited
The Mokopane Tin Project Scoping Study, released in September 2014, demonstrated strong positive economics with a real pre-tax IRR and NPV (at a 10% discount rate) of 50% and US$18m respectively, based on US$17m of capital expenditure for a Base Case production scenario of 691 ktpa Run-of-Mine, producing ~700 tpa of 99.5% tin metal. The study was based on the Zaaiplaats and Groenfontein rock deposits which have a combined inventory of 18,447 tonnes of contained tin.
While the results of the due diligence on our proposed acquisition of the Zaaiplaats Tailings project fell short of our criteria, the Company's development approach to its tin portfolio has gained valuable clarity as a result of that process. To reiterate this, Bushveld is now focused on:
· growing the tin platform's agglomerated resource inventory within the Company's licence areas to more than 50,000 tonnes, in line with our long-stated aim to do so; and
· finalising the outstanding licences in respect of :
- the Appingendam / Eckstein target located less than 5 km from the Groenfontein / Zaaiplaats targets; and
- the brownfield Marble Hall Tin Project where we are progressing a Section 102 licence to extend the licence area covering the known mineralisation, with a potential 18,000 tonnes contained tin at attractive grades.
Discussions with potential strategic partners are ongoing. However, the Company advises that given the low capital expenditure required to develop the projects - which are mostly open-cast mining propositions with simple gravity based processing routes - strategic partnerships, however desirable, are not imperative to progressing the projects.
Bushveld P-Q Iron & Titanium Project
The Company's focus in respect of the P-Q Project during the reporting period has been:
· Defining the project economics based in the 442 Mt rock phosphate resource in the hanging wall of the P-Q resource; and
· Metallurgical test-work for the extraction of titanium dioxide - through pyro-metallurgy and hydro-metallurgical means, including the joint pyro-metallurgical test-work with China Railway Engineering Corporation No.10 ("CREC").
Both of these exercises are ongoing and will be reported on in due course. Bushveld anticipates that, following the completion of these exercises, the P-Q Scoping Study would be revised to reflect the further downstream development work undertaken, as well as the phosphate value addition.
TheCompany notes the recent fall in iron ore prices resulting from the substantial supply growth by the global iron ore producers. The Company also notes that steel prices and pig iron prices have neither followed nor are expected to follow this trend, validating the case for integrated development models. The P-Q project remains an attractive platform for Bushveld due to the potential for a vertically integrated business model and the world class titanium grades (14.6% TiO2 in-situ in the Q2 massive layer, upgrading to ~19% TiO2 in concentrate) allowing for the production of multiple commodities. Furthermore, the Company believes that the project has scope for a low capex modest-sized design that can be scaled up in a region that already comprises the necessary mining-supportive infrastructure.
Lemur Resources Limited (ASX: LMR)
As reported in the Quarterly Report of Lemur Resources Limited for the period ended 30 September 2014 (released on the ASX on 29 October 2014), Lemur is making good progress as the company continues to follow its three-pronged strategy to realise the value of the company assets, namely:
· Advancement of its planned flagship Imaloto coal mine and 3 x 15 MW coal fired power plant project in Madagascar.
· Using its cash balance to acquire one or more value accretive assets. The profile of assets being sought may be either those that are in production and generating cash flows, or greenfield with significant exploration upside and favourable cost curve positioning.
· Utilising the geoservices equipment and geological capabilities in Africa, with a relative bias towards east Africa to either generate cash flow for Lemur or earn into attractive exploration projects in the region.
CORPORATE DEVELOPMENTS
During the period under review, the Company successfully acquired a further ~5% interest in Lemur Resources Limited, increasing its shareholding to 57.2%. This was completed as part of Bushveld's stated aim to consolidate its interest in this important platform within the Group.
Post period
During the month of October 2014, Bushveld elected to liquidate the remaining Darwin Strategic funding structure (or "Darwin facility"), comprising of 25 million Bushveld shares of an initial 50 million share facility originally entered into on 25 March 2014. The outstanding shares were acquired by Riverridge Limited, raising £750,000 gross for the Company, and represent the interest of a long-term supporter of Bushveld.
Together with the gross proceeds of £971,215 raised through the sale of the first 25 million shares during the period March 2014 to September 2014, the Company's gross proceeds raised through the Darwin facility totals £1,721,215.
Concurrent with the liquidation of the remaining Darwin facility shares, Bushveld placed 16,666,667 shares with long-term BMN shareholders to raise £500,000, for a total gross capital raise of £1.25 million in October 2014.
Importantly, one of the benefits of our capital raising activities during October was the removal of a possible overhang in Bushveld shares and strengthening the share register with supportive long term holders.
In conclusion, I wish to express sincere gratitude to all of our supportive shareholders, who have shown incredible support to the Company during what are difficult times for the global economy, and junior mining in particular. We are excited about the path ahead as we continue to unlock the significant value in all of our platforms; value we will pursue resolutely to benefit all of our shareholders.
Fortune T. Mojapelo
CEO
Bushveld Minerals Limited
UNAUDITED INTERIM FINANCIAL STATEMENTS
For the six months ended 31 August 2014
Unaudited Consolidated Income Statement
For the six months ended 31 August 2014
|
|
Note |
Six months to 31 August 2014 (unaudited) £ |
|
Six months to 31 August 2013 (unaudited) £ |
|
Year to 28 February 2014 (audited) £ |
|
|
|
|
|
|
|
|
|
Continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses |
|
(1,671,715) |
|
(756,876) |
|
(1,376,292) |
|
|
|
|
|
|
|
|
|
Operating loss |
|
(1,671,715) |
|
(756,876) |
|
(1,376,292) |
|
|
|
|
|
|
|
|
|
Bargain purchase on acquisition |
7 |
- |
|
- |
|
900,540 |
|
|
|
|
|
|
|
|
|
Investment income |
|
202,892 |
|
7,226 |
|
59,009 |
|
|
|
|
|
|
|
|
|
Loss before tax |
|
(1,468,823) |
|
(749,650) |
|
(416,743) |
|
|
|
|
|
|
|
|
|
Tax |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
Total loss for the period |
|
(1,468,823) |
|
(749,650) |
|
(416,743) |
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
Owners of the Company |
|
(1,225,324) |
|
(749,650) |
|
(375,050) |
|
Non-controlling interests |
|
(243,499) |
|
- |
|
(41,693) |
|
|
|
|
|
|
|
|
|
|
|
(1,468,823) |
|
(749,650) |
|
(416,743) |
|
|
|
|
|
|
|
|
|
Loss per ordinary share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share (in pence) |
1 |
(0.27) |
|
(0.29) |
|
(0.11) |
|
|
|
|
|
|
|
|
All results relate to continuing activities.
The notes on which follow form part of these financial statements.
Unaudited Consolidated Statement of Comprehensive Income
For the six months ended 31 August 2014
|
|
|
Six months to 31 August 2014 (unaudited) £ |
|
Six months to 31 August 2013 (unaudited) £ |
|
Year to 28 February 2014 (audited)
£ |
|
|
|
|
|
|
|
|
|
Loss for the period |
|
(1,468,823) |
|
(749,650) |
|
(416,743) |
|
|
|
|
|
|
|
|
|
Currency translation differences on translation of foreign operations |
|
(84,890) |
|
(274,137) |
|
(910,139) |
|
|
|
|
|
|
|
|
|
Change in value of available for sale investments |
|
|
|
138,628 |
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
|
(1,553,713) |
|
(885,159) |
|
(1,326,882) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
|
Owners of the Company |
|
(1,310,214) |
|
(885,159) |
|
(1,285,189) |
|
Non-controlling interests |
|
(243,499) |
|
- |
|
(41,693) |
|
|
|
|
|
|
|
|
|
|
|
(1,553,713) |
|
(885,159) |
|
(1,326,882) |
unaudited Consolidated Statement of Financial Position
As at 31 August 2014
|
|
Note |
|
Six months to 31 August 2014 (unaudited) £ |
|
Six months to 31 August 2013 (unaudited) £ |
|
Year to 28 February 2014 (audited) £ |
|
Assets |
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
Intangible assets: exploration activities |
2 |
|
54,714,496 |
|
53,395,413 |
|
53,981,390 |
|
Investment in associate |
|
|
- |
|
3,104,839 |
|
|
|
Property, plant and equipment |
3 |
|
126,944 |
|
64,471 |
|
225,191 |
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
54,841,440 |
|
56,564,723 |
|
54,206,581 |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Trade and other receivables |
4 |
|
1,951,997 |
|
68,432 |
|
140,859 |
|
Cash and cash equivalents |
|
|
8,536,187 |
|
307,637 |
|
9,177,158 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
10,488,184 |
|
376,069 |
|
9,318,017 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
65,329,624 |
|
56,940,792 |
|
63,524,598 |
|
|
|
|
|
|
|
|
|
|
Equity and liabilities |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
(304,222) |
|
(247,723) |
|
(344,187) |
|
Borrowings |
|
|
|
|
(324,415) |
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
(304,222) |
|
(572,138) |
|
(344,187) |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
65,025,402 |
|
56,368,654 |
|
63,180,411 |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
Share capital |
5 |
|
4,630,041 |
|
3,321,684 |
|
4,020,041 |
|
Share premium |
5 |
|
60,655,792 |
|
55,781,684 |
|
57,933,792 |
|
Accumulated deficit |
|
|
(3,854,312) |
|
(3,003,589) |
|
(2,628,989) |
|
Revaluation reserve |
|
|
(138,628) |
|
- |
|
(138,628) |
|
Warrant reserve |
6 |
|
370,715 |
|
- |
|
370,715 |
|
Foreign exchange translation reserve |
|
|
(1,229,050) |
|
(508,158) |
|
(1,144,160) |
|
Equity attributable to the owners of the Company |
|
|
60,434,558 |
|
55,591,621 |
|
58,412,771 |
|
|
|
|
|
|
|
|
|
|
Non-controlling interests |
|
|
4,590,844 |
|
777,033 |
|
4,767,640 |
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
65,025,402 |
|
56,368,654 |
|
63,180,411 |
The notes which follow 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 14 November 2014.
G N SPROULE
Director
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 Changes in Equity
For the six months ended 31 August 2013
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 as at 28 February 2013 |
2,839,691 |
53,811,401 |
(2,253,939) |
(138,628) |
|
(234,021) |
54,024,504 |
768,869 |
54,793,373 |
|
Loss for the Period |
- |
- |
(749,650) |
- |
- |
- |
(749,650) |
- |
(749,650) |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
Currency translation differences |
- |
- |
- |
- |
- |
(274,137) |
(274,137) |
- |
(274,137) |
|
Reversal of fair value loss on acquisition of associate |
- |
- |
- |
138,628 |
- |
- |
138,628 |
- |
138,628 |
|
Total comprehensive Income for the Period |
- |
- |
(749,650) |
138,628 |
- |
(274,137) |
(885,159) |
- |
(885,159) |
|
Transactions with Owners: |
|
|
|
|
|
|
|
|
|
|
Non-Controlling Interests |
- |
- |
- |
- |
- |
- |
- |
8,164 |
8,164 |
|
Issue of shares |
481,993 |
1,970,283 |
- |
|
- |
- |
2,452,276 |
- |
2,452,276 |
|
Total Equity at 31 August 2013 |
3,321,684 |
55,781,684 |
(3,003,589) |
- |
- |
(508,158) |
55,591,621 |
777,033 |
56,368,654 |
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 28 February 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 31 August 2013 |
3,321,684 |
55,781,684 |
(3,003,589) |
- |
- |
(508,158) |
55,591,621 |
777,033 |
56,368,654 |
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
- |
- |
374,600 |
- |
- |
- |
374,600 |
(41,693) |
332,907 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
Currency translation differences |
- |
- |
- |
- |
- |
(636,002) |
(636,002) |
- |
(636,002) |
|
Fair value loss on available sale for investments |
- |
- |
- |
(138,628) |
- |
- |
(138,628) |
- |
(138,628) |
|
Total comprehensive loss for the year |
- |
- |
374,600 |
(138628) |
- |
(636,002) |
(400,030) |
(41,693) |
(441,723) |
|
Transactions with Owners: |
|
|
|
|
|
|
|
|
|
|
Non- Controlling Interests |
- |
- |
- |
- |
- |
- |
- |
(8,164) |
(8,164) |
|
Acquisition of subsidiary undertakings |
- |
- |
- |
- |
- |
- |
- |
4,040,464 |
4,040,464 |
|
Issue of shares |
698,357 |
2,436,430 |
|
|
|
|
3,134,787 |
- |
3,134,787 |
|
Issue of warrants |
- |
- |
- |
- |
370,715 |
- |
370,715 |
- |
370,715 |
|
Less issue costs |
- |
(284,322) |
- |
- |
- |
- |
(284,322) |
- |
(284,322) |
|
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 |
unaudited Consolidated Statement of Cash Flows
For the six months ended 31 August 2014
|
|
Six months to 31 August 2014 £ |
|
Six months to 31 August 2013 £ |
|
Year to 28 February 2014 £ |
|
|
|
|
|
|
|
|
Loss after taxation |
(1,468,823) |
|
(749,650) |
|
(416,743) |
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
Bargain purchase |
- |
|
- |
|
(900,540) |
|
Expenses settled with shares and warrants |
- |
|
- |
|
164,146 |
|
Interest income Depreciation |
(202,892) - |
|
(7,226) 18,484 |
|
(59,009) - |
|
|
|
|
|
|
|
|
Operating cash flows before movements in working capital |
(1,671,715) |
|
(738,392) |
|
(1,212,146) |
|
(Increase) in receivables |
(1,951,997) |
|
(18,275) |
|
(29,923) |
|
Increase in payables |
(39,965) |
|
48,581 |
|
54,369 |
|
Net cash used in operating activities |
(3,663,677) |
|
(708,086) |
|
(1,187,700) |
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest received |
202,892 |
|
7,226 |
|
59,009 |
|
Purchase of exploration and evaluation assets |
(733,106) |
|
(529,100) |
|
(1,082,351) |
|
Purchase of tangible fixed assets |
(7,994) |
|
(18,865) |
|
(42,128) |
|
Cash acquired on acquisition of subsidiary |
- |
|
- |
|
8,721,284 |
|
Cost of acquisition |
- |
|
|
|
(395,912) |
|
Investments and investment in associate |
- |
|
(265,081) |
|
- |
|
Net cash used in from investing activities |
(538,208) |
|
(805,820) |
|
7,259,902 |
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issue of shares and warrants |
3,332,000 |
|
- |
|
1,874,391 |
|
Costs of issue of shares Proceeds from issue of 8% loan note |
- - |
|
- 324,415 |
|
(77,753) - |
|
Net cash generated from financing activities |
3,332,000 |
|
324,415 |
|
1,796,638 |
|
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
(869,885) |
|
(1,189,491) |
|
7,868,840 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the period |
9,177,158 |
|
1,305,089 |
|
1,305,089 |
|
|
|
|
|
|
|
|
Effect of foreign exchange rates |
228,914 |
|
192,039 |
|
3,229 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of the period |
8,536,187 |
|
307,637 |
|
9,177,158 |
The notes on which follow form part of these financial statements.
Bushveld Minerals Limited
Notes to the Unaudited consolidated INTERIM financial statements
For the six months ended 31 August 2014
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 13 May 2013, the company announced the launch of an off-market take-over bid for Lemur Resources Limited ("Lemur") which closed on 1 November 2013. Following the closure, Bushveld had a relevant interest in 54.39% of Lemur's issued share capital of 192,500,001 ordinary fully paid shares. Effective control of the Board of Directors of Lemur Resources was deemed to be 1 January 2014.
Lemur is a coal project development company listed on the ASX. Through its wholly owned subsidiaries as detailed in Note 7. Acquisition of 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.
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 28 February 2015 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 2014 is based on the statutory accounts for the financial year ended 28 February 2014. 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 £54.7 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.
The purpose of the cash injections is to focus on the Group's strategy is to create commodity focused platforms that can attract project specific funding post a Scoping Study. With the Scoping Study for the Iron Ore Project complete, as announced to the market the Group is now in discussions with several potential strategic partners for funding the project to completion of feasibility studies.
While Lemur Resources Limited has a cash balance of £8.3 million the directors remain mindful of the regulatory requirements of ASX and ASIC and its fiduciary responsibility to all Lemur shareholders, that would govern any deployment of these funds.
The directors are therefore confident the cash injection of circa £1.4m will be sufficient to ensure that the Group will have adequate cash resources to pay debts as they fall due and to continue its operations for the foreseeable future and for this reason they continue to adopt the going concern basis in preparing the Group's financial statements.
1. 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 nopotentially dilutive shares in issue.
|
|
Six Months to 31 August 2014 (unaudited) |
|
Six Months to 31 August 2013 (unaudited) |
|
Year to 28 February 2014 (audited) |
|
|
|
|
|
|
|
|
Loss for the period attributable to the owners of the company (£) |
1,225,324 |
|
749,650 |
|
375,050 |
|
Weighted average number of shares in issue |
446,878,421 |
|
254,906,917 |
|
330,448,596 |
|
Loss per share (pence) |
0.27 |
|
0.29 |
|
0.11 |
2. Intangible assets
|
|
Exploration activities - Iron Ore £ |
|
Exploration activities - Tin £ |
|
Exploration activities - Coal £ |
|
Total £ |
|
Cost |
|
|
|
|
|
|
|
|
As at 28 February 2013 |
36,363,815 |
|
16,950,113 |
|
- |
|
53,313,928 |
|
Additions |
324,239 |
|
204,861 |
|
- |
|
529,100 |
|
Foreign exchange translation |
(213,192) |
|
(234,423) |
|
- |
|
(447,615) |
|
As at 31 August 2013 |
36,474,862 |
|
16,920,551 |
|
- |
|
53,395,413 |
|
Additions |
350,965 |
|
683,138 |
|
- |
|
1,034,103 |
|
Foreign exchange translation |
(375,273) |
|
(72,853) |
|
- |
|
(448,126) |
|
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 |
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.
3. Property, plant and equipment
|
|
|
Motor vehicles £ |
Geological equipment £ |
Fixtures and fittings £ |
Total £ |
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
At 31 August 2013 |
|
56,215 |
47,580 |
8,830 |
112,625 |
|
Additions |
|
- |
15,401 |
4,244 |
19,645 |
|
Acquisition of subsidiary |
|
- |
159,421 |
5,134 |
164,555 |
|
Exchange differences |
|
(6,157) |
(4,115) |
(1,596) |
(11,868) |
|
Cost At 28 February 2014 |
|
50,058 |
218,287 |
16,612 |
284,957 |
|
Additions |
|
- |
3,636 |
4,358 |
7,994 |
|
Exchange differences |
|
(49) |
(59) |
(11) |
(119) |
|
Cost At 31 August 2014 |
|
50,009 |
221,864 |
20,959 |
292,832 |
|
Depreciation |
|
|
|
|
|
|
At 31 August 2013 |
|
28,129 |
14,544 |
5,481 |
48,154 |
|
Charge for the Period |
|
9,269 |
8,481 |
1,429 |
19,179 |
|
Exchange differences |
|
(4,006) |
(2,446) |
(1,115) |
(7,567) |
|
Depreciation At 28 February 2014 |
|
33,392 |
20,579 |
5,795 |
59,766 |
|
Charge for the Period |
|
6,159 |
96,313 |
4,314 |
106,786 |
|
Exchange differences |
|
(34) |
(19) |
(611) |
(664) |
|
Depreciation At 31 August 2014 |
|
39,517 |
116,873 |
9,498 |
165,888 |
|
Net book value |
|
|
|
|
|
|
At 31 August 2014 |
|
10,492 |
104,991 |
11,461 |
126,944 |
|
At 31 August 2013 |
|
28,086 |
33,036 |
3,349 |
64,471 |
|
At 28 February 2014 |
|
16,666 |
197,708 |
10,818 |
225,191 |
The entire depreciation charge for the year of £106,786 (2013: £38,131) together with the loss on disposal of Nil (2014: £689) has been capitalised as exploration activities in the period.
4. Trade and other receivables
|
|
Six months to 31 August 2014 (unaudited) £ |
|
Six months to 31 August 2013 (unaudited) £ |
|
Year to 28 February 2014 (Audited) £ |
|
Darwin Strategic Limited |
1,852,500 |
|
- |
|
- |
|
Advances & deposits |
51,306 |
|
- |
|
112,753 |
|
Other receivables |
48,191 |
|
68,432 |
|
28,106 |
|
|
1,951,997 |
|
68,432 |
|
140,859 |
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 £51,306 (2013: £27,976) and denominated in Australian Dollars amounts to £29,081 (2013: nil).
5. Share capital and share premium
|
|
Date of Issue |
Number of Shares Issued and fully Paid
|
Issue Price per Share
pence |
Share Capital
£ |
Share Premium
£ |
TOTAL SHARE CAPITAL AND PREMIUM |
|
Balance at 28 February 2013 |
|
283,969,110 |
|
2,839,691 |
53,811,401 |
56,651,092 |
|
|
|
|
|
|
|
|
|
Shares issued in respect of Lemur scrip offer: |
|
|
|
|
|
|
|
First tranche |
20 August 2013 |
16,456,888 |
4.33 |
164,569 |
547,645 |
712,214 |
|
Second tranche |
31 August 2013 |
31,742,400 |
5.48 |
317,424 |
1,422,638 |
1,740,062 |
|
Balance at 31 August 2013 (unaudited) |
|
332,168,398 |
|
3,321,684 |
55,781,684 |
59,103,368 |
|
|
|
|
|
|
|
|
|
Third tranche |
27 September 2013 |
9,574,924 |
5.26 |
95,749 |
408,194 |
503,943 |
|
Fourth tranche |
16 October 2013 |
1,127,631 |
4.65 |
11,276 |
41,146 |
52,422 |
|
Fifth tranche |
24 October 2013 |
568,980 |
4.76 |
5,690 |
21,388 |
27,078 |
|
Sixth tranche |
04 November 2013 |
257,435 |
3.58 |
2,575 |
6,631 |
9,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for services rendered |
27 September 2013 |
9,054,211 |
7.37 |
90,542 |
577,205 |
667,747 |
|
Shares issued in respect of Capital Raise for cash consideration |
05 November 2013 |
36,764,702 |
3.40 |
367,647 |
882,353 |
1,250,000 |
|
Warrants exercised at 5p for cash consideration |
|
12,487,823 |
5.00 |
124,878 |
499,513 |
624,391 |
|
Less Share issue expenses |
|
|
- |
- |
(284,322) |
(284,322) |
|
|
|
|
|
|
|
|
|
Balance at 28 February 2014 (audited) |
|
402,004,104 |
|
4,020,041 |
57,933,792 |
61,953,833 |
|
Shares issued to Darwin Strategic Limited |
01 April 2014 |
50,000,000 |
5.70 |
500,000 |
2,350,000 |
2,850,000 |
|
Shares issued in respect of Lemur scrip acquired |
15 August 2014 |
8,000,000 |
4.15 |
80,000 |
252,000 |
332,000 |
|
Warrants exercised to 31 August 2014 |
|
3,000,000 |
5.00 |
30,000 |
120,000 |
150,000 |
|
Shares issued during the period |
|
61,000,000 |
|
610,000 |
2,722,000 |
3,332,000 |
|
|
|
|
|
|
|
|
|
Total Share Capital and Premium 31 August 2014 (unaudited) |
|
463,004,104 |
|
4,630,041 |
60,655,792 |
65,285,833 |
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.
6. Warrants
The following warrants were granted during the year ended 28 February 2014:
|
Warrants granted |
|
|
|
|
|
|
Date of grant |
22/07/13 |
01/10/13 |
05/11/13 |
05/11/13 |
26/03/14 |
|
Number granted |
850,000 |
3,507,975 |
1,838,235 |
36,764,702 |
3,000,000 |
|
Contractual life |
2 years |
5 years |
2 years |
2 years |
5 years |
|
Estimated fair value per warrant |
£0.120 |
£0.044 |
£0.034 |
£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 |
22/07/13 |
01/10/13 |
05/11/13 |
05/11/13 |
26/03/14 |
|
Share price at grant date |
£0.070 |
£0.050 |
£0.034 |
£0.034 |
£0.055 |
|
Exercise price |
£0.120 |
£0.050 |
£0.034 |
£0.050 |
£0.080 |
|
Expected life |
2 years |
2 years |
2 years |
2 years |
5 years |
|
Expected volatility |
60.0% |
60.0% |
58.4% |
58.4% |
60.7% |
|
Expected dividends |
Nil |
Nil |
Nil |
Nil |
Nil |
|
Risk-free interest rate |
0.34% |
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 |
|
Exercisable at 31 August 2014 |
30,473,089 |
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 in respect of a Warrant reserve.
7. Acquisition of subsidiaries
On 15 August 2014, the company acquired a further 10,000,000 shares in Lemur Resources Limited (Lemur) taking Bushveld's relevant interest in the issued share capital of Lemur from 52.22% at 28 February 2014 to 57.21% at 31 August 2014.
The purchase price was satisfied by the issue of 8,000,000 shares in Bushveld at an issue price of £0.0415 per share.
Lemur contributed £568,925 (2014: £87,260) to the Group loss before allocating minority interests of £243,499 (2014: £41,693).
On 13 May 2013, the company announced the launch of an off-market take-over bid for Lemur Resources Limited ('Lemur'), a coal project development company listed on the ASX. This bid follows the acquisition of Bushveld Minerals ('Bushveld') of 5.15 million shares in Lemur (for the sum of £386,053), which was announced on 8 November 2012.
The all-scrip offer of three Bushveld shares for every five Lemur shares value Lemur at A$19.1 million or A$0.099 per share, which was a 65.5% premium to Lemur's closing price on Friday May 10, 2013. Lemur has a 136 million tonne thermal coal project in Madagascar, known as the Imaloto Coal Project, as well as A$17.5m in cash.
The take-over offer by Bushveld for all the ordinary shares in Lemur closed on 1 November 2013. Following the closure, Bushveld had a relevant interest in 54.39% of Lemur's issued share capital of 192,500,001 ordinary fully paid shares.
At the Lemur General Meeting held on 2 February 2014, shareholders approved the issue of 8,000,000 shares to two Directors thereby increasing the issued capital to 200,500,001 ordinary fully paid shares.
At 31 August 2014, Bushveld's relevant interest in the issued share capital of Lemur is 57.21%.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below.
|
|
|
|
Fair value acquired £ |
|
Intangible assets acquired - Prospecting licences |
|
|
- |
|
Cash |
|
|
8,721,284 |
|
Receivables |
|
|
60,779 |
|
Property, plant and equipment |
|
|
164,555 |
|
Payables |
|
|
(90,676) |
|
Net assets |
|
|
8,855,942 |
|
Non-controlling interest |
|
|
(4,040,464) |
|
Total net assets |
|
|
4,815,478 |
|
|
|
|
|
|
Satisfied by: |
|
|
|
|
Shares issued in respect of all scrip offer |
|
|
3,044,925 |
|
Transfer from available for sale investment |
|
|
248,854 |
|
Associated acquisition costs |
|
|
621,159 |
|
Fair value uplift on acquisition |
|
|
900,540 |
|
|
|
|
4,815,478 |
Effective control of the Board of Directors of Lemur was deemed to be 1 January 2014 following various appointment and resignations of the Lemur directors and expiry of some of Lemur's share options in issue. Lemur contributed £87,260 to the Group loss before allocating minority interests of £41,693 between the deemed date of acquisition and the Statement of Financial Position date.
If the acquisition had been completed on the first day of the financial period, Group revenues for the period would have been £nil and the Group loss for the period would have increased by £334,098.
The non-controlling interest relates to the interest held by the minority shareholders of Lemur.
8. Darwin Strategic Limited
In order to provide the Company with finance, the Company issued 50,000,000 ordinary shares of 1 pence each, the Subscription Shares, to Darwin Strategic Limited (Darwin) at a price of 5.7 pence per Subscription Share, the Subscription Price, in total £2,850,000, the aggregate Subscription Price on 24 April 2014.
Darwin would satisfy the consideration for the Subscription Shares by the issue to the Company of redeemable subscription notes having a principal amount equal to the aggregate Subscription Price of the Subscription Shares.
In terms of the Agreement with Darwin, for the twelve months following the completion of the Subscription, the Company would be entitled to serve notices on Darwin requiring it to sell a specified number of the Subscription Shares and upon such Subscription Shares being sold, Darwin was to transfer the proceeds of the sale to the Company and a portion of the notes will be treated as redeemed.
Darwin received an initial commission of 3% of the aggregate Subscription Price and would receive a further 5% of the gross proceeds of the Subscription Shares being sold.
Darwin was also issued with warrants to subscribe for 3,000,000 Ordinary Shares in the Company at a price of 8 pence per Ordinary Share.
During the six months to 31 August 2014, 17,500,000 subscription shares were sold realising net proceeds of £565,554. Legal fees, commission payable and a loss on redemption of subscription notes amounted to £431,946.
9. Events after the balance sheet date
Subsequent to 31 August 2014, the balance of 32,500,000 Subscription Shares has been sold realising net proceeds of £959,901. Commission payable and a loss on redemption of subscription notes amounted to £892,599.
On 24 October 2014, the company placed 16,666,667 new ordinary shares at £0.03 per share, thereby raising £500,000 additional funding.
Total funding raise subsequent to 31 August 2014 amounts to £1,379, 901.
ENDS
This information is provided by RNS
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