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Shefa Gems Ltd (SEFA)

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Wednesday 02 September, 2020

Shefa Gems Ltd

Interim Results

RNS Number : 8221X
Shefa Gems Ltd
02 September 2020
 

B"H

 

2 September 2020

 

Shefa Gems Ltd.

 

("Shefa Gems" or the "Company")

 

Interim Results

 

Shefa Gems (LSE: SEFA), a company focused on advanced exploration and development of multi-gemstone mines in Northern Israel, announces its results for the six months ended 30 June 2020.

 

Although a quarantine was upheld in Israel during the months of March until May 2020, due to the Covid-19 Coronavirus pandemic, forcing the company to send all employees to "unpaid leave" -  that delay did not have any significant effect on the company's schedule, when the quarantine was uplifted, all the company's employees were happy to return to work in full force.

 

Highlights

 

Development Progress of the 'Kishon Mid Reach' - The first Gemstone mine in the Holy Land

 

H1 2020

 

· Award of Certificate of Discovery for the Kishon Mid Reach (Zone 1+2) Northern Israel, by the Commissioner of Mines at the Ministry of Energy, Natural Resources Administration in Israel - Progressing the company to Commercial Mining .

· Carried out consultations in order to accelerate the regulatory process, and negotiated with service providers in accordance with the guidelines of the certificate of discovery.

 

Post Period

 

· Timely Completed processing of bulk samples from the Kishon Mid-Reach Zone 2 and published a Summary of Pre-commercial findings from the Kishon Mid-Reach (Zones 1 + 2).

· Published valuation of gemstone inventory, approximately US$4.8 million.

· Completed first bulk samples from Exploration in Kishon Mid-Reach Zone 3.

 

Development Progress of the other potential deposits on the Carmel area and the Kishon River, for additional Diamond and Gemstone potential mines:

 

H1 2020

 

· Awarded a renewed Prospecting Permit, covering a total of 314,478 Dunams (31,447 hectares) by the Commissioner of Mines at the Ministry of Energy, Natural Resources Administration in Israel.

 

Post Period

 

· Award ed a renewed Exploration Permit, covering a total of 173,635 Dunams (17,363 hectares) , by the Commissioner of Mines at the Ministry of Energy, Natural Resources Administration in Israel.

· Commenced a target working plan for the prioritisation and development of the most visible potential deposits without equity dilution.

 

Development Progress of the 'Mine to Market' marketing strategy

 

H1 2020

 

· Promoting world recognition : The mineral inclusions ('Carmeltazite') in the company's exclusive Gemstone Carmel Sapphire™, was chosen to be Mineral of the Year 2018 by the IMA.

· The preliminary Market Test in the USA performed by the 'Heaven on Earth' jewellery collection  confirmed the value of the gems from the Holy Land  in line with the company's estimates

 

Post Period

 

· Commenced a programme of gem visual testing, Initial branding and exposure, partnerships to build electronic certification and collaborations with international brands.

 

Corporate and Financial

 

· Appointment of Ms. Tali Shalem, as Chief Executive Officer of the company (the late founder, Mr Avi Taub's daughter) and retirement of Vered Toledo the previous CEO.

· Addition of Mr Zvi Nemeth and Mr Nathan Drukman to the board and retirement of Mr Hanoch Erlich

· Raised £ 902 thousand equity by conversion, mainly from new shareholders to fund its development activities.

· Completion of conversion to equity of all investment made by June 2020, in a total amount of £1,424 thousand (including the above £ 902 thousand raised in H1 2020 and the amount raised in H2 2019).

· A full debt repayment, of approximately US$650,000 in cash and equity was received from major shareholder Shefa Yamin Ltd

 

Tali Shalem, CEO of Shefa Gems, said:

 

" Despite the crises the company went through with the untimely demise of the founder & CEO at the end of 2019, and with the Covid-19 crisis that is still in full swing, it has been a very encouraging first half of 2020 as the Company has achieved several key milestones.

 

Together with our professional team, we are implementing several immediate goals, including:

· Development of commercial mining in the Kishon Mid-Reach Zone 1+2

· Development of additional prospective diamond and gemstone deposits on the Carmel area and the Kishon River

· Development of the 'Mine to Market' marketing strategy

· Promoting new financing options (for regulation, development of exploration and commercial mining, and for the necessary marketing costs)

 

while trying to prevent further equity dilution and reducing any costs that are not directly beneficial to the company's goals"

 

 

- Ends -

Enquiries

 

Shefa Gems Ltd

 

Michael Rosenberg, OBE - Chairman 

Tali Shalem - Chief Executive Officer

www.shefayamim.com

+44 7785 727595

+972 50 447 5770

 

 

VSA Capital Limited - Financial Adviser

 

Andrew Raca

+44 20 3005 5000

 

 

SI Capital Limited - Broker and Strategic Adviser

 

Nick Emerson and Jon Levinson

+44 20 3871 4038 / +44 1483 413500

 

 

 

 

 

 

 

Notes to Editors

 

About Shefa Gems Ltd

 

Shefa Gems Ltd (LSE: SEFA) is an explorer and developer of precious gems deposits operating in Northern Israel. Exploration activity is managed by professionally skilled and technically competent personnel and is accompanied by an international team of geological experts. All exploration activities are conducted under international standards and the internationally recognized SAMREC 2016 Code.

 

The Company holds three permits, granted to it by the Commissioner of Mines at the Ministry of Energy, Natural Resources Administration, Israel, extend over an area of approximately 488,366 Dunams (48,836 hectares) that includes the Kishon River, the volcanic bodies on Mount Carmel, the Zevulun and Yizre'el valleys and their margins.

 

Shefa Gems has established a "Source to Sink" geological model and the presence of a Target Mineral Assemblage of gemstones ("TMA Suite") in both primary volcanic sources and in secondary alluvial deposits lying within the Kishon catchment, on Mount Carmel and in the Zevulun and Yizre'el valleys and their margins. The TMA suite comprises Precious Stones (Diamond, rare natural moissanite, sapphire, ruby, Carmel Sapphire™, garnet, hibonite, spinel, ilmenite) and heavy minerals including zircon and rutile.

 

On March 2020, the Quarries and Mines Branch of the Ministry of National Infrastructures of the State of Israel has awarded a Certificate of Discovery to the Company covering the projected gemstone mine development in the Kishon Mid Reach, Zones 1 and 2. The Certificate of  Discovery is the culmination of the Company's successful exploration activities and market analysis; and signals the beginning of the process towards future commercial mining. 20 years of exploration in the Kishon valley have brought the Company one step closer in the establishing Israel's first and only future precious gemstone mine, originally identified and progressed by the founder of the company, the late and much missed Abraham (Avi) Taub.

 

Alongside its exploration activities, the Company is developing a "Mine to Market" strategy to promote unique jewellery collections utilising Shefa Gems' suite of precious gemstones.

 

The Company upholds environmental values and protects the nature in the areas where it operates, cooperating fully with all authorities. 

 

For further information please visit the website at  www.shefagems.com

 

 

 

 

Overview

 

Despite the crises the company went through with the untimely demise of the founder & CEO at the end of 2019, and with the Covid-19 crisis that is still in full swing - Yet, it has been a very encouraging first half of 2020 as the Company has achieved several key milestones.

 

Operational Review

 

Development Progress of the 'Kishon Mid Reach' - The first Gemstone mine in the Holy Land:

 

One of the company's immediate goals is to start commercial mining at the first gemstone mine in the Holy Land, located in the 'Kishon Mid Reach' (Zone 1+2).

 

The actions listed below, which were mainly carried out in the H1 of 2020, significantly advance the company to this goal:

 

Award of Certificate of Discovery for the Kishon Mid Reach (Zone 1+2) Northern Israel

 

The Quarries and Mines Branch of the Ministry of Energy of the State of Israel has awarded a Certificate of Discovery to the Company covering the projected gemstone mine in the Kishon Mid Reach, Zones 1 and 2.

 

The Certificate of Discovery, dated 17 March 2020, is the culmination of the Company's successful exploration activities and market analysis; and signals the beginning of the process towards commercial mining in the first and only precious gemstone mine, originally identified and progressed by the founder of the company, the late and much missed Abraham (Avi) Taub.

 

 

Post Period - Timely completion of the processing of bulk samples from the Kishon Mid-Reach Zone 2 - and publication of Summary of Pre-commercial findings from the Kishon Mid-Reach (Zone 1 + 2)

 

In H1 reports of 2019, the company undertook to complete the processing of all bulk samples from the Kishon Mid-Reach Zone 2, by August 2020 .

 

In July 2020, and despite the Covid's delays, the company completed its processing and published a Summary of Pre-commercial findings from the Kishon Mid-Reach (Zone 1 + 2) as follows:

 

Zone 1:

 

9,778 carats recovered from a total of 14 bulk samples and 6,384 tons of palaeo gravels giving a raw sampling grade of 153 carats per hundred tons.

 

The largest gems recovered were: 33.3ct Carmel sapphire™, 13.6ct Garnet, 5.7ct Sapphire, 6.2ct Spinel, 2.8ct Hibonite and 1.7ct Ruby

 

 

Zone 2;

 

8,319 carats recovered from a total of 30 bulk samples and 6,094 tons of palaeo gravels giving a raw sampling grade of 136.5 carats per hundred tons.

 

The largest gems recovered were: 6.9ct Spinel, 5.72ct Sapphire, 5.26ct Carmel SapphireTM and a 4.1mm of Natural Moissanite, the largest natural moissanite ever found.

 

Valuation of Gemstones in Stock

 

The total quantity of gemstones currently in the Company vaults, (before RNS 4468S), extracted during the exploration performed in the Kishon Mid Reach zone 1 and 2, (pre commercial mining), was 15,573 carat (as of December 31, 2019).  This is expected to yield approximately 6,000 carat after cutting and polishing. The value of the polished gemstones is estimated at approximately US$4.8 million. Cutting and polishing costs are expected to be up to US$0.2 million. 

 

Following the financial statements of the year 2019, published by the Company on 25 June 2020 (RNS 9695Q) where the Company's gem inventory published was 15,573 carats - The updated gem inventory, after adding the Post Period last 5 bulk samples as stated in RNS 4468S (1,466 Carat) is 17,039 carats (pre valuation)

 

The rarity, location and limited supply all adds significant value to the Shefa Gems' exclusive Holy Land precious Gems.

 

Progressing to Commercial Mining in the Kishon Mid-Reach (Zone 1 + 2)

 

The award of the Certificate of Discovery (No. 869D12) under Article 39 of the Mines Ordinance enables and requires Shefa Gems to proceed with mine planning procedures with the Israel Lands Authority and other relevant planning institutions and to prepare a mining plan that demonstrates its commercial feasibility.

 

An initial application for mining rights must be filed by the Company within one year of grant of the Certificate of Discovery, that is by April 2021, subject to regulatory approval, Covid's delays and funding.

 

Exploration in Zone 3 of the Kishon Mid-Reach

 

Following the excellent progress and encouraging results from exploration campaigns in Zone 1 and Zone 2, another one of Shefa Gems' goals is to expand its exploration efforts in Zone 3.

 

Implementing cost reduction goals, during January 2020, as part of infrastructure work carried out by the Israeli Water Company (Mekorot) in the Kishon Mid reach zone 3 area, approximately 1,500 tons of Gravel have been transported for treatment and analysis in the Company's operational site in Akko.

 

Post Period - In August 2020   the company completed the processing results for this first bulk sample from Zone 3, and a total of 781.24 Carats of gemstones were recovered from 1,531 tonnes ('t') of basal gravels with an overall TMA recovered grade of 51.03 carats per hundred tonnes ("cpht") at a bottom screen size of 1mm. 

 

The results from this first bulk sample of Zone 3, together with the excellent grade achieved in Zone 1 and 2, further highlight the potential of the Kishon Mid-Reach deposits.  

 

The company will be preparing further resource delineation drilling campaigns in the Kishon Mid-Reach Zone 3, as per the development of regulation in Zone 1+2.

 

 

Development Progress of the Primary Deposits on the Carmel area and the rest of the Kishon River, for additional Diamond and Gemstone potential mines:

 

In addition to the significant progress carried out by the company in the Kishon Mid-Reach area as described above, and since most of the activity left in that first mine (pre-commercial mining) is mainly regulatory - another one of Shefa Gems' goals is to expand its exploration efforts in the Primary Deposits on the Carmel area, for the purpose of  achieving economically proven conclusions for each of the existing potential deposits.

 

In order to advance this goal, the Company has performed the following actions during and after the reporting period:

 

Renewal of Prospecting Permit   Carmel

 

In addition to the Kishon Mid-Reach Certificate of Discovery for Zone 1+2, the company has 2 additional permits: Prospecting permit and Exploration permit.

 

These 2 permits extend over an area of approximately 488,113 Dunams (48,811 hectares) that includes the Kishon River, the volcanic bodies on Mount Carmel, the Zevulun and Yizre'el valleys and their margins - Tivon-Alonim Hills and Nazareth range.

 

On February 2020, the Commissioner of Mines at the Ministry of Energy, Natural Resources Administration in Israel has renewed the Company's Prospecting Permit, covering a total of 314,478 Dunams (31,447 hectares).

 

The permit provides the Company prospecting rights for diamonds, gold and precious stones over the permitted areas for a period of a year and entitles the Company to conduct all required actions connected with prospecting for these minerals.

 

This new Prospecting permit replaces the expired permits (837A12 and 899A7) and combines them into one prospecting permit instead of two after reprioritization and reducing the area of the buried anomaly of Ramot Menashe and two volcanic bodies.

 

Post Period - Renewal of Exploration Permit  

 

On July 2020 the Commissioner of Mines at the Ministry of Energy, Natural Resources Administration in Israel has renewed exploration permit 869B11 for a further year. The renewed exploration permit, 869B13, includes four volcanic bodies on Mount Carmel; RMC (Rakefet Magmatic Complex), Muhraka, Har Alon and Beit Oren, the eastern slope of Mt. Carmel, Zevulun and west Yizre'el valleys, and part of the Kishon River. 

 

Exploration Permit 869B13 covers a total of 173,635 Dunams (17,363 hectares) and entitles the Company to continue conducting geological exploration at the site including further drilling and excavations.

 

The Kishon Mid Reach Zone 1 and 2 was extracted from this permit after declared as Discovery (Certificate 869D12).

 

 

 

 

 

Target working plan for the development Progress of the Primary Deposits

 

Promoting a professional segregation and prioritization of each of the Primary Deposits and potential areas that has different exploration data, different percentages of certainty, different development and exploration requirements.

 

After producing a detailed report on each potential area, which will include development viability, regulation viability and required costs for proving profitability for each location - the company intends to:

 

1.  By the end of 2020, to apply to the Supervisor of Mines for a renewal of the Prospecting Permit only for the locations for which the conclusion in the above report were positive, and obtain his regulatory consent to the activity required in these locations.

 

2.  By the end of H1 2021, to apply to the Supervisor of Mines for a renewal of the Exploration Permit only for the locations for which the conclusion in the above report were positive, and obtain his regulatory consent to the activity required in these locations.

 

3.  After receiving each of the renewed permits - Define each of these relevant locations as a separate project, with a separate budget and separate financing options.

 

And in this way to facilitate the financing of each of the projects separately and prevent further direct dilutions to our shareholders - All with the aim of promoting as promptly as possible the development of these additional potential mines.

 

 

Marketing

 

The company continues to make efforts to advance its 'Mine to Market' development strategy, which includes 3 main goals:

 

· Increasing profitability percentages

· Maintaining the gem's preferable market value

· Maintaining brand values and ownership

 

In February 2019, the company launched a preliminary Market Test in order to obtain preliminary understanding of the market's ability to accept the valuation of the Holy Land Gems, and in particular for the new gems: the Carmel sapphire™ and the Natural Moissanite.

 

This preliminary Market Test was performed by the 'Heaven on Earth' jewellery collection designed by the international jewelry designer Mr. Yossi Harari and sold mainly at his flagship store in Dallas USA.

 

As of the date of this reports, it can be said that the customer (the American at this test), estimates the value of the gems from the Holy Land according to the company's estimates and even more.

 

Notwithstanding the foregoing, and in relation to the presentation of commercial profitability for the purpose of complying with the terms of the license, and as part of the 'Mine to Market' development strategy - the company needs to perform additional actions for promoting the marketing targets.

 

Promoting world recognition:

 

The mineral inclusions ('Carmeltazite') in the company's exclusive Gemstone Carmel sapphire™, was chosen to be Mineral of the Year 2018 by the IMA

 

On February 2020, The International Mineralogical Association ("IMA") an international scientific group of 40 national societies that recognizes new minerals and new mineral names, has chosen the Shefa Gems' 'Carmeltazite' (the mineral inclusions in the company's exclusive Gemstone 'Carmel Sapphire') as the Mineral of the Year for 2018 ( https://www.shefagems.com/ima-mineral-of-the-year-2018 ).

 

Carmeltazite is a complex oxide (ZrAl2Ti4O11) which forms inclusions in blue corundum crystals - the exclusive 'Carmel Sapphire' - found in Cretaceous pyroclastic rocks and associated alluvial deposits at the Kishon Mid-Reach in northern Israel.  

 

  Target working plan of the 'Mine to Market' development strategy

 

· Gem Visual Testing -

 

The company began in August 2020 to perform testing and examination processes in order to test what are the maximum visual qualities of each of the company's gem types.

 

In order to bring the natural visual qualities of the raw gem to a state of perfect radiate luxury gem - the treatment on the gem includes high-level polishing and in some cases soft heating in favor of enhancing the natural color or transparency.

The testing process can take up to 3 months (depends on the type of gem and the bast results) - At the end of which the company will receive a report that clarifies what is required (type of polish / time of heating) in order to achieve the most luxurious and marketable visual look for each of the gems types in the company's mine.

The cost at this stage of testing is negligible. The costs of the above treatment at the commercial quantities stage will be calculated and clarified after receiving the test results.

Good results can have a significant impact on profitability and marketing capabilities.

· Electronic Certification -

With changes in market demand, retailers are recognizing the need for transparency at every stage of the supply chain. As part of their in-store experience, consumers are gaining access to new technologies that offer transparency about the diamond/gemstone journey from the mines to the retailers.

Most of these technologies have been developed over the past few years. Blockchain technology, for example, is known for its apparent resistance to being tampered with. This technology is now being used to provide secure supply chain.

According to market developments, it seems that in the near future the existence of such a certificate will be the gem's only ticket to the market.

Additional benefits to building the right certificate for our stones already at this stage:

· Market entry ticket

· Unbreakable reliability

· Value Added Protection (Proof of Source)

· Protection of exclusivity

Additional future benefits at the commercial stage:

· Extra income (possibility of receiving a certain percentage every time a certificate is checked by a hand in a chain).

· Financial instrument (a valuable blockchain).

The company is currently negotiating with companies that provide the construction of the electronic certificates, and decisions will be made accordingly regarding the date of implementation and the method of financing.

· Initial Branding and Exposure -

Significant exposure requires significant expenses. Had it been made directly by the company - it could have significantly impaired profitability. That is, the company is interested that the significant marketing expenses will be reduced from the jewelry margin and not from the gem direct profits.

This conclusion requires the company to consider options for cooperation on a percentage basis or otherwise, with marketers, manufacturers, and retailers. And/or with big international brands that already have significant exposure and relevant audiences.

However and in order to reach those collaborations, we need to perform initial branding and exposure, and building the brands special "story". (ie graphics, copywriting, PR, registration, atc.) .

The branding strategy will mainly transfer :

· The holy Land origin of the gems - relevant to all believers.

· The jewelry design and branding will also be inspired by spiritual elements related to the universal Bible.

Both fits perfectly to the spiritual wave going through the world in the face of the medical and economic crisis, and the need of customers for a product with spiritual added value within the luxury market.

On the basis of that branding we will prepare a "pitch" that will meet the standards of the international preferable collaborations.

The company is currently negotiating with companies that provide the services required, and decisions will be made accordingly regarding the date of implementation and the method of financing.

Only after implementing the Gem Visual Testing and Initial Branding and Exposure , we can proceed to Promoting international collaborations.

( Electronic Certification can be done in parallel)

Shefa Gems' first mine is expected to produce only about 3 million carats of gems. This limited supply combined with the exclusivity - places the brand as very attractive for the purposes of these collaborations.

· Financing marketing costs -

The foregoing relates both to the preliminary expenditure specified above, and to the production, marketing and distribution expenses required at the commercial stage.

The company intends to conduct (parallel to the above listed actions) a comprehensive professional examination of the advantages and disadvantages, in relation to profitability, taxation, benefits, scope of operation, etc. in order to make the best decision regarding future collaborations and financing options.

The basic guidelines for any decision made in accordance with the above conclusions, will include:

· Maintaining the gem's preferable market value

· Maximizing profitability percentage from the margin between the gems and the jewelry

· Maintaining brand values (will not violate Jewish sentiments )

· Maintaining brand ownership (Sales only under the exclusive brand)

 

 

Corporate Review

 

Appointment of new CEO

 

Following the sad passing of Avi Taub, the founder of Shefa Gems, and with effect from 1st June 2020 the company appointed new CEO - Ms Tali Shalem, the daughter of the late Avi Taub and her appointment as CEO was approved by the Board of Shefa.

 

From 2008 until 2018 Tali served as second to Avi Taub and was involved in all aspects of the business including legal and regulatory procedures, finance and fund raising. Prior to that she worked for many years at the family jewellery company with experience in all stages of jewellery production sales and finance. Since 2019 she has been the owner of a new marketing company who had a website for the sale of gems and jewellery and worked with suppliers from Tel Aviv and manufacturers from Israel and Europe.

 

 

Board changes and AGM results

 

At the Annual General Meeting of the Company, held on August 5, all resolutions were duly passed, Including:

 

1.  The re-appointment of Barzely & Co. as the Company's auditors and to authorise the directors of the Company to determine their remuneration.

 

2.  The amendment of section 41 in the Company's Articles of Association (stating that: The Board of Directors of the Company shall consist of not less than four Directors nor more than eight Directors (including External Directors).

 

3.  To re-elect Mr. Michael Rosenberg as an executive director of the Company. (Mr. Michael Rosenberg also serves as the Chairman of the company).

 

4.  To re-elect Mr. Yosef Itshak Taub as an executive director of the Company. (Mr. Yosef Itshak Taub also serves as the Business Development Manager of the company).

 

5.  To re-elect Mr. David Israel Nachshon as a non-executive director of the Company.

 

6.  To re-elect Mr. Gershon Fraenkel as a non-executive director of the Company.

 

7.  To re-elect Mr. James Campbell as a non-executive and external (Independent) director of the Company.

 

8.  To re-elect Mrs. Nathalie Schwarz as a non-executive and external (Independent) director of the Company.

 

9.  To confirm the appointment of  Mr. Zvi Nemeth (ADV) as a non-executive director of the Company (Instead of Mr. Ehrlich, who did not renew his candidacy).

 

10.  To appoint Mr. Natan Drukman (ADV) as a new executive director of the Company (Mr. Drukman also serves as the company legal secretary).

 

 

The Covid-19 Coronavirus Pandemic

 

During January 2020 the Covid-19 Coronavirus was released in China and has since spread worldwide, including in Israel, leaving chaos and uncertainty wherever it has touched civilization.  The scope pf economic activity has been sharply reduced, including in Israel, and there exists a suspicion that there will be a global recession as a result. As part of the coping mechanism and efforts to restrain the virus from spreading, steps are being implemented, including in Israel, that are drastically limiting mobility and social gatherings.

 

Preparations of the Company for further expansions in the global economic environment as well as possible implications for these developments on Group operations are not under Company control, are uncertain and are based on information presently available to the Company, that is based, inter alia, on information in Israel and worldwide as well as on guidelines of  the relevant Authorities that could possibly change at any moment. As long as the global crisis continues for a lengthy period of time, this is likely to result in significant deterioration of the operating results for the Company, including its financial ability to cope with the situation

 

Effect of the Coronavirus on the Company

 

The Company's recent efforts revolve around prompting extensive exploration work and working with the various Authorities in order to advance the planning and regulation procedures that will enable it to commence commercial mining. The Company does not know, at this point, what the effects of the Coronavirus will be on the time schedule for advancing and assumes that there will be minor delays in the scheduling, that are not within the Company's control.

 

During the months of March until may 2020, the company's employees were required to go on "unpaid leave" because the state demanded the closure of all factories and offices (state quarantine). But immediately when the quarantine was uplifted, all the company's employees returned to work in full force. And that delay did not have any significant effect on the company's schedule.

 

Concurrently, the Company does not know, if there will be difficulties with mobilization of capital in accordance with the current world economic situation or if the ability and timing of the Company to raise additional capital will be impacted by these unprecedented external factors.

 

 

Financial Review

Over the last six months the Company recorded a comprehensive loss for the period, of TNIS (in thousands) 2,129 (2019: TNIS 2,573) equating to a loss per share of NIS 0.012 (2019: 0.017). The loss was attributed to general and administrative expenses, and financing expenses due to adjustment of the value of a financial liability at fair value. As of June 30, 2020, the Company's cash and cash equivalents stood at TNIS 1,034 (2019: TNIS 2,448).

 

General and administrative expenses

 

The decrease is mainly due to a decrease in marketing and advertising expenses and expenses of professional advisers .

 

Financial expenses

 

Financing expenses were maintained at the same level.

 

Loan Conversions

 

On June 30, 2020 the Company issued 28,922,507 shares and 28,900,715 warrants to various investors following conversion of loans in the amount of GBP £1,423,939. The shares were converted at a price of 5 pence per share. The company allotted warrants at an exercise price of 10 pence for a 24-month period .

 

The Company received from investors loans convertible to shares in the amount of GBP £901,755 In the first half of 2020..

 

Completion and Receipt of Debt Settlement from the Company's largest shareholder (hereinafter: 'TopCo')

 

On August 2020 (post period) the company received  NIS330,000 (approx. US$100,000) in cash and 313,000 shares in its major shareholder, 'Shefa Yamim Ltd.' ("TopCo"), at a share value of NIS 6 on the day of the settlement (approx. US$550,000) together in settlement of debts owed to the Company in accordance with its financial statements published on 30 April 2020. The settlement reflects the full value of the original debt of NIS 2,200,000 (approx. US$650,000). Following the settlement, Shefa Gems will hold approximately 2.9% of the issued capital of TopCo.

 

This settlement and its completion are in fulfilment of a court order sanctioned by the Tel Aviv District Court, as part of a capital reorganization of TopCo to create an investment vehicle mainly engaged in the FinTech sector.  

 

Amongst further details of this settlement, Shefa Gems has agreed not to dispose of its shares in TopCo on the market for a period of 6 months from 20 July 2020. The Company may, at its discretion, sell the shares at any stage through a bilateral transaction. The Company will decide how to proceed according to the performance of TopCo's shares in the market and the financial needs of Shefa Gems.

 

TopCo currently holds 68,004,420 shares in Shefa Gems, representing approximately 33.8% of its issued share capital. As previously announced, and as part of TopCo's capital reorganization, provision has been made for all shareholders of TopCo (who held shares on 26 July 2020 ("the record date"), to elect to exchange 10% of their shareholding in TopCo into existing shares held by TopCo in Shefa Gems (in the amount depending on the percentage they held in TopCo on the record date). This election has been made available to them by the Tel Aviv District Court until 26 July 2021.

 

To the extent that TopCo shareholders elect to exchange their TopCo shares for shares in Shefa Gems, this will reduce the shareholding by TopCo in Shefa Gems.  This process will not result in the issue of any new shares by Shefa Gems.

 

Outlook

 

Looking ahead, the Company is focused on: Commencing commercial mining in the Kishon Mid-Reach Zone 1+2; Development of other potential Deposits on the Carmel area and the  Kishon River, for additional Diamond and Gemstone potential mines; Development of the 'Mine to Market' marketing strategy; And facilitate the financing options.

 

Target H2 2020 Milestones: (Subject to regulatory approval, Covid's delays and funding)

 

· Progressing to Commercial Mining in the Kishon Mid-Reach (Zone 1 + 2) by promoting regulation procedures, namely filing initial application for mining rights by April 2021 .

 

· Obtaining a comprehensive target working plan for the development of the Primary Deposits and other potential locations in the Prospecting Permit area by the end of 2020 - and accordingly  apply to the Supervisor of Mines for a renewal of the Prospecting Permit only for the locations for which the conclusion in the report were positive, and obtain his regulatory consent to the activity required in these locations.

 

· Obtaining a comprehensive target working plan for the development of the Primary Deposits and other potential locations in the Exploration Permit area by the end of H1 2021- and accordingly  apply to the Supervisor of Mines for a renewal of the exploration Permit only for the locations for which the conclusion in the report were positive, and obtain his regulatory consent to the activity required in these locations.

 

· Promoting the Target working plan of the 'Mine to Market' marketing strategy by the following actions to be implemented by the end of 2020:

 

Obtaining the conclusions of the gem visual testing.

Prompt negotiations with companies that provide the construction of an electronic certificates .

Prompt negotiations with companies that provide the services required for the Initial Branding and Exposure .

 

· Promoting new financing options (for regulation, development of exploration and commercial mining, and for the needed marketing) while trying to prevent further direct dilution, and reducing costs that are not beneficial to the company's goals.

 

 

 

 

B"H

 

 

 

 

 

 

 

SHEFA GEMS LTD.

[Formerly Shefa Yamim (A.T.M.) LTD.]

 

CONDENSED INTERIM FINANCIAL STATEMENTS

 

 

AS OF JUNE 30, 2020

 

 

(UNAUDITED)

 

 

 

 

Jerusalem, August 31, 2020

 

REVIEW REPORT OF INDEPENDENT AUDITORS

To the Shareholders of

SHEFA GEMS LTD.

[Formerly Shefa Yamim (A.T.M.) LTD.]

 

 

Introduction

We have reviewed the accompanying condensed interim financial statements of SHEFA GEMS LTD. (hereinafter - "the Company") [Formerly Shefa Yamim (A.T.M.) LTD.] comprising the condensed interim statements of financial position as of June 30, 2020 and the related condensed interim statements of comprehensive loss, changes in shareholders' equity and cash flows for the six month period then ended. The board of directors and management are responsible for the preparation and presentation of these condensed interim financial statements in accordance with IAS 34, "Interim Financial Reporting." Our responsibility is to express a conclusion on these interim consolidated financial statements based on our review.

 

Scope of the Review

We conducted our review in accordance with the Israeli Review Standard (2410), "Review of Financial Information for Interim Periods Performed by the Independent Auditor of the Entity" of the Association of Certified Public Accountants in Israel. A review of financial information for interim periods consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Auditing Standards accepted in Israel. Consequently, it does not enable us to obtain assurance that we would become aware of all the significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

 

Conclusion

Based on our review, nothing has come to our attention that causes us to suspect that the financial information abovementioned was not prepared, from all significant aspects, in accordance with International Accounting Standard 34.

 

Without qualifying our conclusion, we draw attention to Note 1c of the condensed interim financial statements - the Company is in the prospecting and exploration stage for diamonds, precious stones and gold and the Company has not as yet commenced commercial mining. Concurrently, the Company has a deficit in working capital as of June 30, 2020 in the amount of NIS 447 thousand. Financing of its operations has, until now, been performed by infusions of capital and/ or loans and the continued operations are dependent on further mobilizations.

 

In view of prior experience, the Company estimates that the financial sources will be mobilized to complete the explorations, but there is no certainty in this regard since mobilizations are dependent on additional sources. These facts raise significant doubt as to the continued existence of the Company as a "going concern."

 

 

These condensed interim financial statements do not include any adjustments to the value of the assets and liabilities and their classifications that would possibly be necessary in the event that the Company cannot continue as a "going concern."

 

 

Barzily & Co.

Certified Public Accountants

A Member of MSI Worldwide

 

 



SHEFA GEMS LTD. [Formerly Shefa Yamim (A.T.M.) LTD.]

CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION

In NIS in thousands

 




June 30 ,


December 31,

 


 

 

2020


2019


2019


 


 

 

(Unaudited)


(Audited)


 

ASSETS









 










 

Non-Current Assets:









 

Fixed assets



1,244


3,594


1,494


 

Assets in regard to usage rights



1,569


- . -


1,751


 

Loan to a shareholder company (Shefa Yamim Ltd.)



- . -


2,371


1,116


 

Interested party



- . -


77


77


 

Assets for exploration and evaluation of precious stones



62,270


60,970


60,628


 

Total non-current assets



65,083


67,012


65,066


 










 

Current Assets:









 

Cash and cash equivalents



1,034


2,448


6


 

Deposit in bank



- . -


15


14


 

Trade receivables



33


182


51


 

Interested party



77


- . -


- . -


 

Other accounts receivable



78


711


145


 

Loan to a shareholder company (Shefa Yamim Ltd.)



1,055


- . -


- . -


 

Total current assets



2,277


3,356



 










 

Total Assets



67,360


70,368


65,282


 











 

 

 

 





 

EQUITY AND LIABILITIES








 









 

Equity attributed to Company shareholders



57,447


61,784


56,422


 










 

Non-current Liabilities:









 

Long-term liability at fair value



5,550


- . -


- . -


 

Financial lease liability



1,305


1,774


1,492


 

Liability for severance pay



139


155


164


 

Warrants convertible to shares



195


1,389


1,120


 

Total Non-current Liabilities



7,189


3,318


2,776


 










 

Current Liabilities:









 

 Short-term credit from bank and others



591


783


762


 

 Trade payables



536


994


1,071


 

 Interested parties



148


479


211


 

 Other accounts payable



1,016


1,021


1,114


 

 Loans convertible to shares



162


1,191


1,134


 

 Liabilities at fair value



271


798


1,792


 

 Total current liabilities



2,724


5,266


6,084


 










 

Total Equity and Liabilities



67,360


70,368


65,282


 





 

  The accompanying notes to these condensed interim financial statements are an integral part thereof.



 

 

August 31, 2020







 

Date of Approval of the Financial Statements


Tali Shalem,

CEO


David Ben David,

CFO


Michael Rosenberg,

Chairman of the

Board of Directors

 









SHEFA GEMS LTD.   [Formerly Shefa Yamim (A.T.M.) LTD.]

CONDENSED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

In NIS in thousands [except for loss per share]

 

 

 


 

For the period of Six Months Ended


 

For the Year Ended


June 30


December 31


2020


* 2019


2019


  (Unaudited)


(Audited)







General and administrative expenses

(607)


(1,546)


(3,123)

Amortization of assets for exploration

- . -


- .  -


(2,409)







Operating loss

(607)


(1,546)


(5,532)

Other income (expenses), net

(28)


23


(1,023)

Loss prior to financing

(635)


(1,523)


(6,555)







Financial income

- . -


  540


  160

Financial expenses

(1,494)


(1,590)


(1,534)




Financial expenses, net

(1,494)


(1,050)


  (1,374)













Comprehensive loss for the period, attributed to the Company shareholders

 

 

(2,129)


 

 

(2,573)


 

 

(7,929)







Basic and diluted loss per share (in NIS), attributed to the Company shareholders

 

 

(0.012)


 

 

 (0.017)


 

 

(0.049)







 

  * Restated.

 

The accompanying notes to these condensed interim financial statements are an integral part thereof.

 

 


SHEFA GEMS LTD. [Formerly Shefa Yamim (A.T.M.) LTD.]

CONDENSED INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

In NIS in thousands


 

 

 

 

Share

Capital


 

 

 

 

Additional Paid-in Capital


 

 

 

Receivables on Account of Shares


 

 

 

Capital Reserve


 

 

 

 

Accumulated

Deficit


Total

Equity Attributed to Company Shareholders

Unaudited












Balance as of January 1, 2020

17,230


96,297


(205)


12,074


(68,974)


56,422

Comprehensive Loss for the period

- . -


- . -


- . -


- . -


(2,129)


(2,129)

Issuance of shares

289


2,679


186


- . -


- . -


3,154













Balance as of June 30, 2020

17,519


98,976


(19)


12,074


(71,103)


57,447

























Balance as of January 1, 2019

14,224


94,337


- . -


12,028


(61,045)


59,544

Comprehensive Loss for the period

- . -


- . -


- . -


- . -


(2,573)


(2,573)

Issuance of shares

3,006


2,067


(295)


- . -


- . -


4,778

Share- based payment

- . -


- . -


- . -


35


  - . -


35













Balance as of June 30, 2019

17,230


96,404


(295)


12,063


(63,618)


61,784













 

   Audited  

Balance as of January 1, 2019

14,224


94,337


- . -


    12,028


(61,045)


59,544

Comprehensive loss for the Year

- . -


- . -


- . -


- . -


(7,929)


  (7,929)

Issuance of shares

3,006


1,960


(205)


- . -


- . -


  4,761

Share- based payment

- . -


- . -


- . -


46


- . -


  46













Balance as of December 31, 2019

17,230


96,297


(205)


12,074


(68,974)


56,422

 

 

 

The accompanying notes to these condensed interim financial statements are an integral part thereof.

 


SHEFA GEMS LTD. [Formerly Shefa Yamim (A.T.M.) LTD.]

CONDENSED INTERIM STATEMENTS OF CASH FLOWS

In NIS in thousands

 



 

 

 

For the period of Six Months Ended

June 30,


 

 

 

For the Year Ended December 31,



 2020


2019


 2019


  (Unaudited)


 (Audited)

Cash Flows for Operating Activities:







Loss for the period


(2,129)


(2,573)


(7,929)

Adjustments Required to Show Cash Flows

for Operating Activities (Appendix A):


 

 627


 

  768


 

5,209

Net Cash Used in Operating Activities


(1,502)


(1,805)


(2,720)















Cash Flows for Investing Activities:







Deposits, net


14


(15)


(14)

Acquisition of fixed assets


- . -


(242)


(395)

Investment in exploration and evaluation of precious stones assets


(939)


(1,198)


(2,161)

Receipts from a shareholder company (Loan rendered to Shefa Yamim Ltd.)


 

- . -


 

   253


 

 253

Net Cash Used in Investing Activities


(925)


(1,202)


(2,317)








Cash Flows from Financing Activities:







Proceeds from share and option issue (includes premium), net


 

   186


 

  3,544


 

3,575

Credits received from banks and others, net


(211)


34


103

Repayment of loans from interested parties, net


- . -


- . -


(674)

Repayment of fund in regard to leasing


(147)


- . -


(299)

Receipts on account of loans convertible to shares


  3,804


  1,932


2,636

Interest paid


  (105)


(212)


(334)

Net Cash Provided by Financing Activities


  3,527


  5,298


5,007

 

Exchange rate differences in regard to cash and cash equivalents


 

 

  (72)


 

 

  (52)


 

 

(173)








Increase (Decrease) in Cash and Cash Equivalents


  1,028


  2,239


(203)

Cash and cash equivalents at the beginning

of the period


 

  6


 

  209


 

209

 

Cash and cash equivalents at the end of the period 


 

  1,034


 

  2,448


 

  6

 

 

 

The accompanying notes to these condensed interim financial statements are an integral part thereof.

 



SHEFA GEMS LTD. [Formerly Shefa Yamim (A.T.M.) LTD.]

CONDENSED INTERIM STATEMENTS OF CASH FLOWS

In NIS in thousands

 

 

 

 

Appendix A


 

 

For the period of Six Months Ended

June 30,


 

 

 

For the Year Ended December 31,



 2020


 2019


 2019



(Unaudited)


(Audited)

Adjustments Required to Show Cash Flows

for Operating Activities:







Expenses (income) not involving cash flows:







Depreciation *


24


  27


49

Share-based payment


- . -


  9


11

Commissions for mobilization of cash


- . -


159


414

Amortization of assets for exploration and evaluation of precious stones



- . -


 

- . -


 

2,409

Amortization of a loan to a shareholder company


61


- . -


1,116

Financing expenses,  net


1,494


1,050


1,374






Change in Assets and Liabilities:







Decrease in Liability for severance pay


(31)


- . -


- . -

Decrease (Increase) in trade receivables


18


- . -


(51)

Decrease (Increase) in other accounts receivable


67


  (107)


376

Decrease in trade payables 


(336)


  (532)


(374)

Increase (Decrease) in liability to an interested party


(333)


  63


(296)

Increase (Decrease) in other accounts payable


(337)


  99


181



 

627


  768


 

5,209

 

* Net of depreciation encumbered on the exploration and evaluation for precious stones assets.

 

 

 

Appendix B


 

For the period of Six Months Ended

June 30,


 

For the Year Ended December 31,



2020


 2019


 2019


(Unaudited)


 (Audited)

Significant Operations Not Involving Cash Flows:







Payables in regard to exploration and evaluation for precious stones assets


 

295


 

457


 

765

Fixed assets in regard to exploration and evaluation


226


- . -


464

Usage rights assets in regard to exploration and evaluation


 

182


 

- . -


 

364

Loan for acquisition of fixed assets


- . -


63


- . -

Loans assigned to capital


3,181


1,316


1,166

Balance from a supplier assigned to capital


200


60


60

Loan from interested parties assigned to capital


- . -


- . -


3

 

The accompanying notes to these condensed interim financial statements are an integral part thereof.



SHEFA GEMS LTD.   [Formerly Shefa Yamim (A.T.M.) LTD.]

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

In NIS in thousands

 

  NOTE 1:-  GENERAL



 

1.

a.

The reported entity -

 


Shefa Gems Ltd. [previously: Shefa Yamim (A.T.M.) LTD.] (hereinafter - "the Company") is an Israeli company engaged in exploration for gold and precious stones in the northern area of Israel.

 



 


b.

These condensed interim financial statements are to be viewed together with the annual financial statements of the Company as of December 31, 2019 and their accompanying Notes.

 




 

 

c.

The Company's operations are prospecting and exploration for gold, precious stones and diamond deposits. The Company has not yet commenced commercial mining. Concurrently, the Company has a deficit in working capital as of June 30, 2020 in the amount of NIS 447 thousand. Financing of its operations has been performed until now by infusions of capital and/ or by loans received by -a shareholding company and its continued operation is contingent upon further infusions of capital. In view of past experience, the Company's management believes that it can mobilize the money resources in order to complete the explorations, but there remains uncertainty in this regard since the mobilizations are dependent on other parties. These factors create significant doubts in regard to continued operation of the Company as a "going concern."

 


These condensed interim financial statements do not contain any adjustments for valuation of assets and liabilities or their classifications that would likely be necessary in the event that the Company is unable to continue its operation as a "going concern."

 

NOTE 2:-  SIGNIFICANT ACCOUNTING POLICIES

 

Declaration in regard to Implementation of International Financial Reporting Standards (IFRS)

a.



The condensed interim financial statements have been prepared in accordance with IAS 34, "Interim Financial Reporting." The financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company's annual financial statements as at and for the year ended December 31, 2019 (hereinafter: "the Annual Financial Statements"). However, selected explanatory notes are included to explain events and transactions that are significant for an understanding of the changes in the Company's financial position and performance since the Annual Financial Statements.




These financial statements were authorized by the Company's board of directors on August 31, 2020.

 



SHEFA GEMS LTD.   [Formerly Shefa Yamim (A.T.M.) LTD.]

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

In NIS in thousands

 

NOTE 2:-  SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

 

Foreign Currency and Linkage Basis

b.


 




Detail in regard to the change in the Consumer Price Index and the exchange rate of the foreign currency:

 





 

For the period of Six Months Ended June 30,


 

For the Year Ended December 31,





2020


2019


2019

Change in CPI (applicable)




(0.80%)


0.90%


0.6%

Change in CPI (known)




(0.70%)


1.20%


0.3%

Change in rate of exchange - U.S. $




0.29%


(4.86%)


(7.8%)

Change in rate of exchange - GBP  £


(6.7%)


  2.68%


(4.9%)

 


c.

Judgments and Estimates



In preparing these Interim Financial Statements in accordance with the IFRS, management is required to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities as well as income and expenses. We clarify that actual results may differ from these estimates.

The significant judgments made by management in applying the Company's accounting policies and the key sources of estimation that served for estimates that are bound up with uncertainty were consistent with those that were applied in the Annual Financial Statements, except as follows:

 


d.

First-time application of new financial reporting standards and amendments to

existing accounting standards






Amendments to International Accounting Standard 8 "Accounting Policies, Changes in Accounting Estimates and Errors" (hereinafter - the "Amendment to IAS 8") and to International Accounting Standard 1 "Presentation of Financial Statements" (hereinafter - the "Amendment to IAS 1")






The Amendment to IAS 8, the Amendment to IAS 1 and subsequent amendments to other international financial reporting standards:


a.

Use a consistent definition of materiality across the various standards and conceptual framework;


b.

Clarify the explanation of the definition of materiality; and


c.

Integrate some of the guidelines in IAS 1 regarding non-material information.






The amended definition is as follows:

"Information is material if it can be reasonably expected that its omission, misrepresentation or concealment will influence the decisions made by the main users of financial reporting for general purposes based on the said financial reporting, which provides information on a specific reporting entity."






The first implementation of the amendments did not have a material effect on the Company's financial statements.

 

 

 

 

 

SHEFA GEMS LTD.   [Formerly Shefa Yamim (A.T.M.) LTD.]

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

In NIS in thousands

 

 NOTE 3:-  SIGNIFICANT EVENTS DURING THE REPORTED PERIOD AND SUBSEQUENTLY

 

a.

During the first six months of 2020, the Company mobilized convertible loans in the amount of GBP £ 774,810, bearing annual interest at 5%. The shares will be allocated at the rate of 5 pence per share and for every share an Option will be allocated at a realization value of 10 pence for 24 months. In addition, the Company obligates that at the end of 24 months from the share allocation date, it will double the yields therefrom. If the yields will not be doubled, then the Company will issue additional shares in order to attain the doubled yield that was promised. Most of the loans were converted into shares on June 30, 2020, see c. below.

The loans were recorded at the time of their receipt as loans at fair value.



b.

During the first six months of 2020, the Company mobilized additional convertible loans in the amount of GBP £ 126,945, bearing annual interest at 5%. The shares will be allocated at the rate of 5 pence per share and for every share an Option will be allocated at a realization value of 10 pence for 24 months. On the day that the loans were received, an amount of GBP £ 11,525 was recorded as loan at fair value and an amount of GBP £ 115,420 was recorded as loan at amortized cost. Most of the loans were converted into shares on June 30, 2020, see c. below.

 


 

 

c.

On June 30, 2020 the Company issued 28,900,715 shares and Options to various investors in consideration for converting their loans in the amount of GBP £ 1,385 thousand. The shares were allocated at the rate of 4- 5 pence per share, and every share was allotted one Option at the realization price of 8-10 pence for a 24 month period. Value of the Options allocated in the framework of this issue is GBP 39,642.

 

d.

Following are data in regard to existing Options:



 



Number of Options


NIS in Thousands


Exercise price

 

 

Date of

Options Allocation


 

June 30,

2020


 

December 31, 2019


Value as of June 30, 2020


Value as of December 31, 2019


in GBP £

 

December 18, 2017 *


20,544,650


41,089,290


2


370


0.1375

 

October 31, 2018 *


- . -


3,006,250


- . -


3


0.1

 

May 13, 2019


25,000,000


25,000,000


22


655


0.08

 

June 30, 2019


5,061,055


5,061,055


3


92


0.1

 

June 30, 2020


28,900,715


-  . -


169


- . -


0.08-0.1

 



79,506,420


74,156,595


196


1,120



 

 

* During the six months ended June 30, 2020 an amount of 23,550,890 Options expired.





SHEFA GEMS LTD.   [Formerly Shefa Yamim (A.T.M.) LTD.]

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

In NIS in thousands

 

NOTE 3:-  SIGNIFICANT EVENTS DURING THE REPORTED PERIOD AND SUBSEQUENTLY (cont.)

 

e. 

Parameters used for the valuation:




June 30, 2020


December 31, 2019


Projected fluctuation (percentages)


57.24-62.12


67-69


Life of the Warrant (years)


0.83-2


0.5 - 1.5


Non-risk interest percentages


0.2


0.58 - 0.69


Market value (in GBP £)


0.0275


0.043








As of June 30, 2020 the liability in regard to allocation agreements was measured by a valuation technology that is based on Level 2 while basing itself on market information that is projected.

 

f.

On March 1, 2020 the shareholder company- Shefa Yamim ltd. requested a debt arrangement between itself and its creditors. The Company, Shefa Gems Ltd., is among its creditors. In the framework of the debt arrangement, a decision was reached that Shefa Yamim ltd. would repay its debt to the Company in cash and with shares, an amount of NIS 329,198 in cash and the balance of the debt with an allocation of shares to the Company in the amount of 313,529 shares of Shefa Yamim ltd. Value of each share at the balance sheet date is NIS 2.316.

 



g.

On January 1, 2020 a new agreement was signed between the Company and 101, an interested party that supplies office services to the Company. In accordance with the agreement, the Company orders office services from 101 in consideration for an amount of NIS 60 thousand per month with the addition of VAT in accordance with the law (this amount does not include refund of travel expenses abroad in order to mobilize investors).


This agreement cancels any previous agreement between the companies. The agreement period is for three months with an extension option for an additional three months.

In accordance with the option, the Company extended the agreement, until June 30, 2020. On June 30, 2020 the agreement expired and the parties chose not to renew it.



h.

Receipt of a Discovery Certificate -


Commencing March 17, 2020 the Company holds a Discovery Certificate in regard to Areas 1 and 2 in the central area of the Kishon River. The Discovery Certificate was rendered in order to enable the Company to progress with planning a mining permit from the planning institutions (hereinafter - "The Plan" or "The TABU").


In the event that the Company will not succeed within the time framework determined in the Discovery Certificate, within the planning institutions that contain a plan permitting mining, the Discovery Certificate will be null and void without the interference of the Inspector, and the Company will not have any rights that derive from the Discovery Certificate. The Company wishes to clarify that, in view of prior trials and the presence of the Corona outbreak, there will likely be changes in the time framework that was allotted in the Certificate.



 



SHEFA GEMS LTD.  [Formerly Shefa Yamim (A.T.M.) LTD.]

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

In NIS in thousands

 

NOTE 3:-  SIGNIFICANT EVENTS DURING THE REPORTED PERIOD AND SUBSEQUENTLY (cont.)

 

h. (cont.)

The Company will approach the Israel Lands Authority (hereinafter - "The ILA") with a request that it should grant to the Company a planning permit. It is clarified, that the permitted planning period will not be more than three years, and the ILA, upon consultation with the Inspector, will have the ability to extend the permit for a period that will not exceed two additional years. The planning permit will include, inter alia, relevant and special terms in accordance with the circumstances, and will be nullified if and when the Company will not comply with the terms determined therein.




A request to receive a mining right, as stated in Section 40 (2) to the Tax Ordinance, will be presented by the Company not later than at the end of a year from the date of rendering the Discovery Certificate. In the event that the request is not presented within the aforementioned time frame, the rights rendered from this Certificate will be nullified. The request for mining rights will be examined by the Inspector only after the plan is approved. In this case too, the Company wishes to clarify that, in view of prior experience and the proximity of the Corona outbreak, it is conceivable that there will be changes in the time framework that is allotted in the Certificate.

 

i.

The Covid-19 Coronavirus Pandemic

 

During January 2020 the Covid-19 Coronavirus was released in China and has since spread worldwide, including in Israel, leaving chaos and uncertainty wherever it has touched civilization.  The scope of economic activity has been sharply reduced, including in Israel, and there exists a suspicion that there will be a global recession as a result. As part of the coping mechanism and efforts to restrain the virus from spreading, steps are being implemented, including in Israel, that are drastically limiting mobility and social gatherings.

 


 

Preparations of the Company for further expansions in the global economic environment as well as possible implications for these developments on Group operations are not under Company control, are uncertain and are based on information presently available to the Company, that is based, inter alia, on information in Israel and worldwide as well as on guidelines of  the relevant Authorities that could possibly change at any moment. As long as the global crisis continues for a lengthy period of time, this is likely to result in significant deterioration of the operating results for the Company, including its financial ability to cope with the situation.

 


 

Effect of the Coronavirus on the Company:

 

On March 17, 2020 the Company received a Discovery Certificate from the Ministry of Energy in Israel.

 

The Company's recent efforts revolve around working with the various Authorities in order to advance the planning and regulation procedures that will enable it to receive a Mining Permit. The Company does not know, at this point, what the effects of the Coronavirus will be on the time schedule for advancing and receiving the necessary Permits in order to obtain the Mining Permit and assumes that there will be minor delays in the scheduling, that are not within the Company's control.

 


 

Concurrently, the Company estimates that there will be difficulties with mobilization of capital in accordance with the current world economic situation.

 


 

The ability and timing of the Company to raise additional capital will inevitably be impacted by these unprecedented external factors.

 

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