AfriTin Mining Annual Report 2020

FY2020 Annual Report · AfriTin Mining
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ANNUAL REPORT2020TABLE OF
CONTENTS

CHAIRMAN’S STATEMENT .................................................................................................................................

5

CHIEF EXECUTIVE OFFICER’S STATEMENT ...............................................................................................

9

FINANCIAL REVIEW ............................................................................................................................................

13

DIRECTORS’ REPORT ..........................................................................................................................................

17

CORPORATE GOVERNANCE REPORT .........................................................................................................

25

STATEMENT OF DIRECTORS’ RESPONSIBILITIES ....................................................................................

33

INDEPENDENT AUDITOR’S REPORT .............................................................................................................

35

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ..........................................................

42

CONSOLIDATED STATEMENT OF FINANCIAL POSITION ....................................................................

43

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ......................................................................

44

CONSOLIDATED STATEMENT OF CASH FLOWS .....................................................................................

46

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ..............................................................

47

NOTICE OF ANNUAL GENERAL MEETING .................................................................................................

81

COMPANY INFORMATION .................................................................................................................................

85

3

CHAIRMAN’S 
STATEMENT

  GLEN PARSONS
  CHAIRMAN

Dear Shareholders,

I am pleased to present to you, the shareholders, the Annual Report of AfriTin Mining Limited for the year 
ended 29 February 2020 which provides an update on activities relating to our ﬂagship Uis tin mine in 
Namibia. 

The year was a transformational one for the Company, with two key objectives achieved at our ﬂagship 
asset,  namely:  achieving  initial  production  of  tin  concentrate  through  our  newly  constructed  pilot 
processing plant; and recording ﬁrst revenues following our shipment of tin concentrate out of Walvis Bay. 
I believe that to go from admission to trading on AIM in 2017, when the mine was dormant with no pilot 
plant infrastructure, to becoming an active tin producer in a relatively short space of time, is an excellent 
achievement and testament to our entire team’s commitment.

Africa was previously a major source of tin production, with volumes peaking in the 1970s, and we believe 
this resurgent region will be the next growth area for the metal. The current JORC-compliant resource at 
Uis is based on the V1 and V2 pegmatite ore zones and represents material from two of the twelve existing 
pits at site. There are over 180 pegmatites identiﬁed within ﬁve kilometres of the current pilot processing 
plant. The prospectivity of the Uis area could lead to the creation of a large tin and associated metals mine, 
and the Company is well placed to unlock this potential.

As communicated to shareholders in August 2019, AfriTin transitioned from developer to producer with the 
ﬁrst production of tin concentrate as part of the commissioning of the Phase 1 pilot plant. The objective for 
Phase 1 is a ramp-up programme to 720 tonnes of tin concentrate per annum. This ﬁrst step is an important 
part of AfriTin’s evolving strategy and is the precursor to the implementation of Phase 2, with the objective 
of increasing capacity to 5 000 tonnes per annum of tin concentrate as we look to become the African tin 
champion. 

Despite the global tin market being small compared to other base metals, tin is predicted to be the metal 
most  positively  impacted  by  advances  in  new  technologies  such  as  robotics,  renewables  and  energy 
storage, amongst others (according to a study done by the Massachusetts Institute of Technology in 2018). 
Clearly  the  more  traditional  uses  for  tin  are  the  basis  of  the  demand  for  the  metal,  but  it  is  exciting  to 
contemplate these new growth areas.

Tin prices were relatively high at the beginning of 2019, which we believe was due to constrained Indonesian 
supply. As this bottleneck  opened  around April 2019,  demand  softened, followed by  the price  falling to 
three-year lows. Looking ahead, the general consensus is that prices are unlikely to rise quickly due to the 
amount of idle capacity at both mines and smelters in China and Indonesia. Should demand recover – which 
it appears likely to do in the long term – reﬁned tin could re-enter the market at short notice. In March 
2020, prices dropped as the COVID-19 pandemic spread globally and impacted global economies. With 
the easing of global lockdown restrictions prices have rebounded over the last two to three months and 
are now back at pre COVID-19 levels. However, with the continued uncertainty surrounding the COVID-19 
pandemic, global commodity markets are understandably unpredictable at the moment. With this being 
said, the board remains conﬁdent in the long-term fundamentals of tin and we believe the Company is set 
to beneﬁt from them. 

Namibia continues to be an excellent country in which to operate and do business. The country welcomes 
long-term  investment  in  its  mining  sector  and  recognises  the  importance  of  our  operations  to  both  the 
local area in which we operate and the country as a whole. An example of this is how easily and quickly we 
were able to organise and connect to the country’s state power grid. This was not only a vital step for our 
operation, but it also highlights the ease of doing business in this fantastic country. On that note, I’d like 

5

to thank both our local Namibian partners and the government for their continued encouragement and 
support for what we are trying to achieve at Uis. 

Another  exciting  milestone  that  the  Company  achieved  this  year  is  the  identiﬁcation  of  additional 
commodities at Uis beyond the primary tin mineral. Of particular interest is the addition of tantalum and 
lithium to the resource estimate, which could provide additional revenue streams in the future. We have 
always stated that this could be an option for the Company, especially if the production of these other 
mineral  concentrates  is  a  by-product  credit  from  our  mining  of  the  tin  orebody.  Although  our  priority 
remains tin, we look forward to exploring this further and quantifying the economic value this can add to 
the Company.

As  always,  I  would  like  to  thank  all  our  shareholders,  stakeholders  and  the  entire  AfriTin  team  for  their 
continued support throughout this year and beyond. Clearly, although we are living in uncertain times, my 
Board and I have full conﬁdence in the Company’s ability to see these through and come out the other side 
even stronger.

GLEN PARSONS

Chairman

27 August 2020

6

CHIEF EXECUTIVE OFFICER’S
STATEMENT

  ANTHONY VILJOEN
  CHIEF EXECUTIVE OFFICER

INTRODUCTION

In the year under review we achieved a number of important milestones as we continue towards our goal 
of transforming Uis into a full-scale producing tin mine. 

Since our IPO in 2017, our team has done excellent work in transforming the mine from its dormant state 
following its closure in the 1980s, to what is now an operational facility. We have managed to accomplish this 
through the construction of the Phase 1 pilot plant, which allowed us to achieve two important objectives 
in the year, namely, proof of commercial scale concept and generation of ﬁrst revenues.

THE YEAR IN REVIEW

We achieved a major milestone in July 2019, with the completion of the Uis Phase 1 pilot plant, consisting 
of a 4-stage crusher, 3-stage DMS and a dewatering circuit. Shortly thereafter, in August 2019, we achieved 
ﬁrst production of a saleable tin concentrate - a testament to the talent and hard work put in by the entire 
team.  In  addition  to  tin  production,  the  Phase  1  pilot  plant  is  a  crucial  step  in  proving  the  metallurgical 
process in the lead-up to the Phase 2 project. While our focus remains on ramping up the pilot plant to its 
design capacity of 500 000 tonnes of ore feed per annum, it is the lessons learned from Phase 1 that will 
be invaluable when we progress to Phase 2.

We received a strong vote of conﬁdence in the long-term development plan of our mine when we concluded 
an off-take agreement with Thaisarco, a key player in the global, conﬂict-free tin concentrate market. As 
part of the contract signed on 1 August 2019, concentrate produced during the period of the off-take is to 
be shipped to Thaisarco in Phuket, Thailand from the port of Walvis Bay. Thaisarco will pay AfriTin on the 
basis of actual tin content in the concentrate. This agreement provides us with a steady revenue stream 
from an industry leader in the manufacture of tin, tin-alloys and tin-related products.

This ﬁnancial year saw the conclusion of our maiden sale of tin concentrate and dispatch of our second 
shipment of tin concentrate from the Uis mine. The ﬁrst shipment of tin concentrate and ﬁrst revenues from 
the Uis tin mine in three decades marks a signiﬁcant milestone for the Company and the Erongo region 
of  Namibia  and  has  transformed  us  into  a  revenue-generating  Company,  an  achievement  of  which  I  am 
immensely proud.

We  have  always  known  that  a  key  value  catalyst  at  Uis  would  be  the  economic  extraction  of  additional 
minerals  from  the  orebody,  as  well  as  the  surrounds.  In  March  2019,  we  announced  the  discovery  of 
signiﬁcant grades of lithium in pegmatites of the ML 133 Licence, located in the Nainais area. The ML 133 
Licence is outside of the current development area at the Uis mine, but remains of strategic importance for 
the company. Mineralogical testing conﬁrmed the presence of lithium minerals, speciﬁcally petalite, within 
the pegmatites in the licence area and this certainly warrants further investigation to explore its economic 
potential.  Although  this  is  not  an  immediate  development  priority  for  the  Company,  it  does  provide  us 
with a considerable upside target for additional resources. Lithium remains a major component in battery 
storage  technologies  and  the  exploitation  of  lithium  from  this  licence  area  could  potentially  contribute 
value to the Company in the future. We look forward to exploring this opportunity further. 

Access to a stable power supply is a vital component in mine construction, from both the general operation 
at site to keeping costs low with an affordable power feed. In April 2019, we concluded a formal supply 
agreement for electrical grid power with state-owned utility, Namibia Power Corporation, to provide the 
full on-site power requirements for the Phase 1 project. Grid power is signiﬁcantly more cost effective than 
the diesel-generated power that was previously used to power the mine and the Phase 1 facility. Under the 
agreement, we will get a supply voltage of 66 kV and a supply capacity of 1.5 MVA for a period of 10 years. 
This agreement will provide the site with reliable energy, which is so vital when operating in a remote region 

9

such as Uis. It will also improve the planned cost structure, and further support the economic viability of 
our project. Furthermore, we have also established a secure supply of water for mining and processing in 
a water-scarce area.

To  prove  the  commercial  concept  and  conﬁrm  the  historical  (non-JORC)  tonnages  and  grade  at  Uis, 
originally declared by SRK in 1989, we undertook a conﬁrmatory drilling programme designed to support 
the declaration of a mineral resource estimate on the V1 and V2 pegmatites. The objective of the drilling 
programme was to announce a JORC (2012) compliant measured, indicated and inferred mineral resource 
estimate for Uis. Three sets of drilling results were announced during the year, one in May and two in June. 
These drilling campaigns yielded a number of encouraging results. For example, we saw an intersection 
of 108.97 metres at 0.17% Sn, which indicates that the V1 and V2 pegmatites merge and thicken at depth. 
Following  these  announcements  that  were  made  to  the  market,  we  were  able  to  announce  a  JORC-
compliant resource of 71.54 million tonnes of ore at a grade of 0.134% Sn for 95 539 tonnes of contained 
tin, an inferred mineral resource estimate of 71.54 million tonnes of ore at 85 ppm tantalum for 6 091 tonnes 
contained  tantalum,  and  an  inferred  mineral  resource  estimate  of  71.54  million  tonnes  of  ore  at  0.63% 
lithium oxide for 450 265 tonnes contained lithium oxide. The full details of these drilling programmes are 
set out in the announcements dated 28 May 2019, 10 June 2019 and 26 June 2019. The additional downdip 
drilling conﬁrmed an extension and thickening of the orebody at depth, affirming our belief in the scale of 
this deposit and increasing the resource historically stated by SRK (1989) on the V1/V2 orebody. Conﬁrming 
the historical data at Uis has always been a crucial step in the progression and development of the project, 
as we needed to conﬁrm the anticipated resource at the mine when we ﬁrst came to the London Stock 
Exchange  in  2017.  This  resource  contains  one  of  the  largest  tin  inventories  of  its  kind  in  the  world,  and 
encourages further development of additional outcropping pegmatites within the mining licence area, in 
which over 180 pegmatite bodies have been identiﬁed. 

To strengthen our ﬁnancial position, the Company agreed a £1.9m working capital facility with Nedbank 
Namibia on 12 August 2019. This facility has enabled our team to focus on ramp-up activities to achieve the 
design capacity of the Phase 1 pilot plant. Procuring ﬁnancing from a local Namibian ﬁnancial institution 
highlights the support for, and belief in, AfriTin’s long-term business case, and emphasises the importance 
of  the  Uis  tin  mine  to  the  Namibian  economy.  As  discussed  below,  this  facility  has  been  renewed  and 
increased post period end.

In November 2019, we raised £3.8m by way of convertible loan notes with a strategic African tin trading 
group  and  existing  shareholders.  These  funds  are  for  general  working  capital  purposes  relating  to  the 
progression of the project towards feasibility studies for the Phase 2 expansion at Uis and initial test work 
on the lithium discovery within the pegmatite orebody. This convertible was anchored by AfriMet. We have 
been collaborating with AfriMet to establish multiple channels of revenue generation from the trade in tin 
and tantalum products.

As per the update in February 2020, the processing plant throughput increased by an average of 63% month-
on-month from November 2019 to January 2020. Enhancements to the pilot processing plant are underway 
to  increase  throughput  and  achieve  nameplate  production  of  60  tonnes  of  tin  concentrate  per  month. 
The continued ramp-up is supported by a number of operational commissioning initiatives including: the 
transition from the current six-day plant roster to continuous 24/7 operation; the de-bottlenecking of and 
enhancements to the pilot processing plant, in particular the ﬁnes tailings dewatering circuits which require 
additional capacity due to a higher-than-expected ﬁnes ratio in the run-of-mine feed; the expansion of the 
on-site laboratory to facilitate metal accounting and increased plant recovery; and the implementation of 
a computerized maintenance management system to support targeted plant availability.

POST-PERIOD ACTIVITIES

Post  the  period  under  review,  we  announced  a  Company  update  following  the  global  outbreak  of  the 
COVID-19 pandemic and the new legislation that was implemented by the Government of Namibia. In order 
to tackle the spread of COVID-19, the Namibian government announced a 21-day lockdown effective 27 
March 2020. Under the government legislation, mining operations were categorised as critical economic 
services and minimum operational activity was permitted to continue, including critical maintenance work. 
To comply with this directive, the Uis tin mine suspended mining from the open pit but continued feeding 
the processing plant from the run-of-mine stockpile during this period. Full production has since resumed 
and the Company continues to operate the Uis tin mine at full scale despite ongoing COVID-19 measures 
in Namibia and South Africa. The health, safety and well-being of our employees, contractors and the local 
community are of utmost importance to the Company. All necessary steps to mitigate a possible outbreak 
have been taken, and the Company is pleased to report that there continue to be no conﬁrmed cases of 
COVID-19 at the Uis tin mine.

On 5 May 2020, loan notes to the value of £2.05m were issued at an interest rate of 10% per annum.

In July 2020, the offtake agreement with Thaisarco was renewed for a further 12 months and the Company 
looks forward to building on this robust relationship.

On 3 August 2020, the Company secured additional ﬁnancing by way of a placing and subscription to raise 
£3.05 million at a price of 2.1 pence per ordinary share. In addition to this, the Company has renewed and 
increased its working capital and VAT facilities with Nedbank Namibia for a further 12 month period.

We  are  delighted  that  we  have  continued  our  relationship  with  our  offtake  partner,  Thaisarco,  and  our 
banking partner, Nedbank Namibia, as we believe that both show a conﬁdence in our Company, asset and 
commodity.

CONCLUSION 

I would like to take this opportunity to thank all the key stakeholders in our business: the government and 
people of Namibia, my fellow directors, all our employees, shareholders, advisors and wider stakeholders. 
These are no doubt difficult times in the global markets and I’m very proud of what our team has been 
able to achieve this year, in particular producing our ﬁrst tin concentrate and generating our ﬁrst revenues. 
I look forward to continued progress at Uis as we continue to ramp up our mining efforts and scale up our 
operations. 

This report was approved by the Board on 27 August 2020.

ANTHONY VILJOEN

Chief Executive Officer

27 August 2020

10

11

 
FINANCIAL
REVIEW

  ROBERT SEWELL
  CHIEF FINANCIAL OFFICER

The year under review saw ﬁrst revenue of £47k recorded from the sale of tin concentrate shortly before 
year end, the Company’s primary product in addition to the on-going revenue generated from the sale of 
sand at Zaaiplaats. 

With  Uis  becoming  a  fully-ﬂedged  operation  during  the  year,  administrative  expenses  across  the  Group 
increased to £1 815k for the year (year ending 28 February 2019: £1 098k). Furthermore, the increase is as 
a result of the group incurring a full year of office rental costs, an increase in salary cost due to an increase 
in head count given the ramp up of operations, the once-off issue of shares to new key members of the 
management team and due diligence costs relating to potential future ﬁnancing options.

The Group’s loss for the year totalled £1 830k (year ending 28 February 2019: £1 057k).

Basic loss per share from operations of 0.29 pence was recorded (2019: 0.23 pence).

The commencement of a preliminary economic assessment for Phase 2 and other exploration and evaluation 
work resulted in expenditure of £522k being capitalised to the exploration and evaluation intangible asset 
(2019: £571k). 

Progress continued throughout the year on the Phase 1 Pilot Plant project and capital expenditure on this 
project amounted to £7.4m during the year under review (2019: £4.7m) relating to the construction of the 
processing plant as well as capitalised ramp-up and project team costs. 

As at 28 February 2020, the Group had cash in the bank of £575k (2019: £1 781k) with the primary movements 
reﬂecting cash used in operations totalling £1 254k mainly due to operating costs incurred, investing cash 
outﬂows of £7.7m mainly due to the capital expenditure detailed above and £7.8m of ﬁnancing cash inﬂows. 
During the year, a working capital facility of N$38m (approximately £1.9m) was granted to the Company 
by Nedbank Namibia. At 28 February 2020, N$24.7m (approximately £1.2m) had been drawn down on this 
facility. The facility was successfully renewed and increased subsequent to year end (see below) and is due 
for annual review and renewal next in July 2021. The remaining signiﬁcant ﬁnancing cash inﬂows related to 
the equity raise in May 2019 detailed below and £3.8m raised through a convertible loan note that matures 
in May 2021 and can be settled in equity at the Company’s discretion.

The inventory balance has increased to £247k (2019: £25k) as a result of the operations at the Uis tin mine 
ramping up and £185k of tin concentrate (28 tonnes) being on hand and ready for shipment at year end 
which have subsequently been shipped.

The majority of trade and other receivables of £649k (2019: £474k) relate to VAT refunds in both Namibia 
and South Africa. As at the date of this report, all outstanding VAT receivables from year end have been 
received and refunds from Namibia are now being received on a more timely basis.

Net proceeds from an equity raise in May 2019 of £2 876k account for the majority of the movement in the 
share capital balance for the ﬁnancial year.

Share-based payment charges relating to the share option scheme amounting to £365k (2019: £157k), as 
well as a charge of £38k (2019: £65k) relating to shares to be issued to certain directors and employees in 
lieu of fees/salaries, were recognised in the share-based payment reserve during the year.

Apart from trade and other payables of £895k (comprising £571k trade creditors and £324k other payables) 
(2019: £379k), the other signiﬁcant liability on the balance sheet is the environmental rehabilitation provision 
and lease liabilities recognised following IFRS requirements applicable in the current year. The increase in 
trade and other payables is as a result of Uis becoming a fully-ﬂedged operation during the year. 

13

FUNDING

Subsequent to year end, the completion of a convertible loan note for £2.05m on 5 May 2020, an equity 
subscription  of  £3.05m  on  3  August  2020  as  well  as  the  renewal  and  increase  in  the  Nedbank  Namibia 
working capital facility will allow us to continue the ramp up of the Uis project. The convertible loan note 
matures in May 2021 and can be settled in cash or equity subject to the agreement of both parties. Based 
on  the  recent  funding,  the  Company  has  strengthened  its  ﬁnancial  position  and  forecasts  indicate  that 
the  Group  will  have  sufficient  working  capital  for  at  least  the  next  12  months.  However,  as  detailed  in 
note  2  to  the  ﬁnancial  statements  which  highlights  the  material  uncertainty  over  going  concern,  this  is 
dependent on a number of factors including the £2.05m loan note holder agreeing to settle the loan note in 
equity, the renewal of the working capital facility in July 2021 and operational performance in the COVID-19 
environment. In the event that additional funding is required the Company is conﬁdent that such funding 
will be available through debt or equity given the strength of the Uis Project.   

ROBERT SEWELL

Chief Financial Officer

27 August 2020

14

DIRECTORS’
REPORT

The Directors of AfriTin hereby present their report together with the consolidated ﬁnancial statements for 
the period from 1 March 2019 to 29 February 2020.

PRINCIPAL ACTIVITIES, BUSINESS REVIEW AND FUTURE DEVELOPMENTS

The principal activity of the Group (AfriTin and its subsidiaries) is mineral exploration and the development 
of mining and exploration projects in both Namibia and South Africa. A review of the Group’s progress and 
prospects is given in the CEO’s statement in this Annual Report.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group is subject to a variety of risks, speciﬁcally those relating to the mining and exploration industry. 
As an entrepreneurial business operating in emerging markets, there is clearly an elevated risk which is 
balanced  by  potentially  greater  rewards.  The  Board  is  mindful  of,  and  monitors,  both  its  corporate  risk 
and  individual  project  risk.  Outlined  below  are  the  principal  risk  factors  that  the  Board  feels  may  affect 
performance.  The  risks  detailed  below  are  not  exhaustive,  and  further  risks  and  uncertainties  may  exist 
which are currently unidentiﬁed or considered to be immaterial. The risks are not presented in any order 
of priority. The primary change in risk compared to the prior period has been the emergence of COVID-19 
and its related impacts as detailed below.

COVID-19

Risk and Impact

Mitigation

COVID-19 resulted in widespread socio-
economic disruption around the world. 
Post period end, the countries where 
the Group operates, namely Namibia, 
South Africa and the United Kingdom 
were subject to lockdown restrictions to 
contain the spread of the disease. The 
Group’s operation in Namibia remained 
open (albeit it with a temporary 
suspension on mining) during the 
lockdown due to an exemption granted 
to the mining industry but did suffer 
supply-chain disruptions which delayed 
production ramp-up. The Group’s 
operations are continuing with minimal 
disruption now that global lockdown 
measures have eased. However, there 
continues to be a risk that lockdown 
measures return in the event of further 
COVID-19 outbreaks which could result 
in interruptions to operations through 
supply chain disruption, illness amongst 
our workforce or offtake, together with 
potential volatility in tin and tantalum 
prices.

There are still signiﬁcant restrictions in 
place for international travel which limit 
personnel from the Group’s head office 
in South Africa from visiting the mine, 
which limits management oversight.

The countries in which the Group 
operates have all instituted measures 
to limit the spread of COVID-19. The 
Group is following the guidelines of 
the World Health Organisation (WHO) 
and is complying with the regulations 
of Namibia, South Africa and the 
United Kingdom related to COVID-19. 
In addition, the Group has updated 
its health and safety policies and 
procedures to align with the above 
guidelines and to translate those 
guidelines into workplace-speciﬁc 
measures.

The location of the Group’s operation 
in Namibia is relatively remote. 
However, movement of personnel 
between locations on site, and 
between the site and other cities or 
towns is restricted in order to mitigate 
the risk of local infection.

The Group has adopted technological 
tools, such as online video 
conferencing and project and team 
management software, to enable 
office-bound staff to work remotely.

16

17

Risk and Impact

Mitigation

Risk and Impact

Mitigation

The Group has a well established 
network of suppliers in Namibia and 
South Africa and the procurement 
team is liaising with existing suppliers 
to minimise supply-chain disruptions 
and sourcing from alternative suppliers 
where needed.

The Board and management constantly 
monitor the markets in which the 
Group operates. Long-term ﬁnancial 
planning is undertaken on a regular 
basis.

The Group holds the majority of its 
funds in major currencies. It attempts 
to match cash held in a particular 
currency to the currency in which 
liabilities are incurred.

The Group has appointed a strong and 
experienced team of geoscientists 
and engineers, complemented by 
experienced consultants in specialist 
areas. Any new capital projects are 
supported by feasibility studies. The 
Uis Phase 1 pilot plant will assist in 
understanding the metallurgy and 
processing elements of the project 
which will provide essential up-front 
information for the implementation of 
Phase 2.

Volatility of
metal prices 

Foreign 
exchange

Development 
projects

Tin and tantalum prices are subject 
to high levels of volatility and are 
impacted by numerous factors that are 
outside of the control of the Group. A 
low tin or tantalum price could affect 
the ﬁnancial performance of the Group 
which may affect the ability of the 
Group to fund future growth.

With AfriTin’s operations mainly in 
Namibia and South Africa, but tin sales 
based in US Dollars and funding based 
in Pound Sterling, the volatility and 
movement in the Rand exchange rate 
could be a signiﬁcant risk factor to the 
Group.

Development projects have no oper-
ating history upon which to base esti-
mates of future cash operating costs. 
For development projects, estimates of 
proven and probable reserves and cash 
operating costs are, to a large extent, 
based on the interpretation of geolog-
ical data obtained from drillholes and 
other sampling techniques and feasi-
bility studies which derive estimates of 
cash operating costs based upon an-
ticipated tonnage and grades of ore to 
be mined and processed, as well as the 
conﬁguration of the orebody, expected 
throughput and recovery rates, compa-
rable facility and equipment operating 
costs, anticipated climatic conditions, 
and other factors.

Issues with the continued ramp-up with 
the Phase 1 plant as a result of metallur-
gical challenges, ﬁnancial constraints or 
supply chain issues.

As a result, it is possible that actual 
cash operating costs and economic 
returns may differ materially from those 
currently estimated.

18

Exploration 
and mining 
risks

Social license 
to operate

The business of mineral exploration 
involves a high degree of risk. Whilst 
the discovery of a mineral deposit 
may result in substantial rewards, few 
properties at the exploration stage are 
ultimately developed into producing 
mines. 

The operations of the Group may be 
disrupted by a variety of risks and 
hazards which are beyond the control 
of the Group, including geological, 
geotechnical and seismic factors, 
environmental hazards, industrial 
accidents, occupational and health 
hazards, technical failures, labour 
disputes, unexpected rock properties, 
explosions, ﬂooding, and extended 
interruptions due to inclement or 
hazardous weather conditions and 
other acts of God.

Past environmental incidents in the 
extractive industry highlight risks such 
as water management, tailings storage 
facilities and other potential hazards to 
both the environment and community 
health and safety.

Exploration projects are carefully 
managed with regular review by the 
Board of progress against targets and 
expenditure. Funds are only expended 
in areas deemed prospective.  

The Group adheres strictly to a 
health and safety programme. When 
constructing a mine site, external 
geotechnical, environmental and geo-
hydrological consultants are used to 
ensure all potential risks of this nature 
are understood and mitigation plans 
are put in place. 

Our ability to maintain regulatory 
compliance in order to protect the 
environment, as well as the health and 
safety of our host communities and our 
workers, remains our top priority. We 
seek to build partnerships with host 
governments and local communities 
based on trust to drive shared long-
term value while working to minimise 
the social and environmental impacts 
of our activities. The Board oversees 
the Group’s environmental, safety 
and health, and corporate social 
responsibility programmes, policies 
and performance.

Capital budget 
overruns

Whilst best estimates are used in 
preparing capital project budgets, the 
strategy of relying on historical mine 
information prior to construction of the 
Phase 1 pilot plant, coupled with the 
fact that these budgets are dependent 
on a number of external factors which 
are beyond the control of the Group, 
results in a risk of material overruns 
versus budget.

Capital expenditure and project 
execution are subject to pre-deﬁned 
governance and approval procedures. 
Management and the Board regularly 
review project progress and related 
expenditure on projects. This includes 
reviewing actual costs against 
budgeted costs, updating working 
capital models, and assessing potential 
impacts on future cash ﬂow.

Power and 
water supply

Power sources and water supply 
are key to the functioning of viable 
mining operations. A lack of power or 
water, or uncertainties around their 

The Group has concluded a formal 
electrical power supply agreement 
with Namibia Power Corporation for 
power at the mining and processing 

19

Risk and Impact

Mitigation

RESULTS AND DIVIDEND

supply, would adversely impact the 
feasibility of the operation.

in Uis and this will provide enough 
power for Phase 1 of the project. Diesel 
generators will serve as backup power.

The  Group’s  results  show  a  loss  for  the  year  of  £1  830  457.  The  Directors  will  not  be  recommending  a 
dividend.

SHARE CAPITAL AND FUNDING

A geohydrological study, water drilling 
and test pumping programme has 
demonstrated the viability of using 
groundwater sources for the Phase 1 
pilot plant. This was conﬁrmed with 
the implementation and successful 
operation of a water supply network.

Solutions for Phase 2 in terms of both 
electrical power and water supply are 
in the process of being reviewed.

The AfriTin team is highly experienced 
at operating in Africa. AfriTin routinely 
monitors political and regulatory 
developments in its countries of 
operation at both regional and local 
level. 

The Group has built a strong team 
of executives, scientists, engineers 
and support personnel who are 
experienced and versatile enough 
to address shortcomings that may 
arise from the loss of employees. In 
addition, the Group has developed 
long-standing relationships with 
consulting ﬁrms in key specialist areas. 
Remuneration arrangements, given the 
stage of the Group’s development, are 
intended to be sufficiently competitive 
to attract, retain and motivate high-
quality executives capable of achieving 
the Group’s objectives, thereby 
enhancing shareholder value.

The Group has sufficient funds for 
its near-term goal of ramping up the 
Uis pilot plant production and has a 
supportive shareholder base and other 
interested investors to engage with 
for future funding rounds. The Group 
monitors cash ﬂows on a monthly 
basis.

Country and 
political risk

Key personnel 
risk

AfriTin’s operations are predominantly 
based in Namibia and South Africa. 
Emerging-market economies are 
generally subject to greater risks 
including legal, regulatory, tax, 
economic and political risks, which are 
potentially subject to rapid change.

The success and operational 
performance of the Group is 
dependent on the skills, expertise 
and knowledge of management and 
qualiﬁed personnel. Group proﬁtability 
could be impacted in the event that 
key personnel leave the business.

Financing

The successful extraction of tin, tanta-
lum and eventually lithium will require 
signiﬁcant capital investment. The 
Group’s ability to raise further funds 
will depend on the success of existing 
and acquired operations. Market condi-
tions may not be conducive to ﬁnanc-
ing. The Group may not be successful 
in procuring the requisite funds. 

Refer to note 2 to the ﬁnancial state-
ments for further details in relation to 
ﬁnancing risks and going concern.

20

Full  details  of  the  authorised  and  issued  share  capital,  together  with  details  of  the  movements  in  the 
Company’s  issued  share  capital  during  the  year,  are  shown  in  Note  22.  The  Company  has  one  class  of 
ordinary shares which carry no right to ﬁxed income. Each share carries the right to one vote at general 
meetings of the Company

DIRECTORS

The Directors who served the Company during the year and to date are as follows:

Anthony Viljoen 
Glen Parsons   
Laurence Robb 
Roger Williams 
Terence Goodlace 

(appointed 23 October 2017) 
(appointed 23 October 2017) 
(appointed 23 October 2017) 
(appointed 23 October 2017) 
(appointed 23 May 2018) 

Chief Executive Officer
Chairman/Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director

DIRECTORS’ INTERESTS

The Directors’ beneﬁcial interests in the shares of the Company at 29 February 2020 were:

Anthony Viljoen 
Glen Parsons   
Roger Williams 
Laurence Robb 
Terence Goodlace 

Ordinary shares
of no par value 
5 541 970 
2 707 486 
2 201 437 
820 815 
- 

Share options
10 600 000
4 500 000
4 000 000
4 000 000
4 000 000

DIRECTORS’ INDEMNITY INSURANCE

The  Group  has  maintained  insurance  throughout  the  year  for  its  directors  and  officers  against  the 
consequences of actions brought against them in relation to their duties for the Group.

EMPLOYEE INVOLVEMENT POLICIES

The Group places considerable value on the awareness and involvement of its employees in the Group’s 
exploration  and  development  activities.  Within  the  bounds  of  commercial  conﬁdentiality,  information  is 
disseminated  to  all  levels  of  staff  about  matters  that  affect  the  progress  of  the  Group,  and  that  are  of 
interest and concern to them as employees.

CREDITORS’ PAYMENT POLICY AND PRACTICE

The Group’s policy is to ensure that, in the absence of dispute, all suppliers are dealt with in accordance 
with its standard payment policy to abide by the terms of payment agreed with suppliers when agreeing 
the terms of each transaction. Suppliers are made aware of the terms of payment. The number of days of 
average daily purchases included in trade payables at 29 February 2020 was 30 days.

21

 
 
 
 
 
 
 
 
 
 
 
 
 
RELATED-PARTY TRANSACTIONS

Details of related-party transactions are given in Note 27 of the consolidated ﬁnancial statements.

EVENTS AFTER BALANCE SHEET DATE

Events after balance sheet date are detailed in Note 26 of the consolidated ﬁnancial statements.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR

The Directors who were in office on the date of approval of these ﬁnancial statements have conﬁrmed that, 
as far as they are aware, there is no relevant audit information of which the auditor is unaware. Each of 
the Directors has conﬁrmed that they have taken all the steps that they ought to have taken as Directors 
in  order  to  make  themselves  aware  of  any  relevant  audit  information  and  to  establish  that  it  has  been 
communicated to the auditor.

AUDITOR

The  Directors  will  place  a  resolution  before  the  Annual  General  Meeting  to  reappoint  BDO  LLP  as  the 
Group’s auditor for the ensuing year.

ELECTRONIC COMMUNICATIONS

The maintenance and integrity of the Group’s website is the responsibility of the Directors; the work carried 
out by the auditor does not involve consideration of these matters and accordingly the auditor accepts no 
responsibility for any changes that may have occurred to the ﬁnancial statements since they were initially 
presented on the website.

The Group’s website is maintained in compliance with AIM Rule 26.

By order of the Board

ANTHONY VILJOEN

Chief Executive Officer

27 August 2020

22

CORPORATE
GOVERNANCE REPORT

INTRODUCTION

As  a  listed  company  traded  on  the  AIM  market  of  the  London  Stock  Exchange,  we  recognise  the 
importance  of  sound  corporate  governance  throughout  our  organisation,  giving  our  shareholders  and 
other stakeholders including employees, customers, suppliers and the wider community conﬁdence in our 
business. We endeavour to conduct our business in an ethical and sensitive manner irrespective of race, 
colour or creed.

AfriTin has chosen to adopt the Quoted Companies Alliance (QCA) Corporate Governance Code 2018 for 
Smaller Companies. The table below outlines how we apply each of the code’s ten key principles to our 
business.

Principle

Application

1.

Establish a strategy 
and business model 
which promote 
long-term value for 
shareholders.

The Company is the ﬁrst pure tin company listed in London and its vision is 
to  create  a  portfolio  of  world-class,  conﬂict-free,  tin-producing  assets.  The 
Company’s ﬂagship asset is the Uis brownﬁeld tin mine in Namibia, formerly 
the world’s largest hard-rock tin mine.

The  Company  is  managed  by  an  experienced  Board  of  Directors  and 
management team with a current two-fold strategy: fast track Uis brownﬁeld 
tin mine in Namibia to commercial production (the intention is to ramp up to 
5 000 tonnes of concentrate) and consolidate other quality African tin assets. 
The Company strives to capitalise on the solid supply/demand fundamentals 
of  tin  by  developing  a  critical  mass  of  tin  resource  inventory,  achieving 
production in the near term and further scaling production by consolidating 
tin assets in Africa.

The Company is subject to a variety of risks, speciﬁcally those relating to the 
mining and exploration industry. The principal risk factors facing the business 
as well as mitigation of those risks are outlined in the Directors’ Report in this 
Annual Report.

The  Board  is  committed  to  maintaining  good  communication  and  having  a 
constructive dialogue with all its shareholders. 

Management, led by the CEO, undertake regular presentations and roadshows 
to  investors  as  appropriate.  This  enables  them  to  develop  a  balanced 
understanding  of  the  issues  and  concerns  of  shareholders.  The  views  of 
shareholders are communicated to the rest of the Board.

Furthermore,  the  Company  keeps  shareholders  informed  on  the  Company’s 
progress through its public announcements and its website. All reports and 
press releases are published in the Investor Relations section of the Company’s 
website.

The Board recognises that its prime responsibility is to promote the success 
of  the  Company  for  the  beneﬁt  of  its  members  as  a  whole.  This  success  is 
largely reliant on its relations with its stakeholders, both internal (employees 
and shareholders) and external (customers, suppliers, business partners and 
advisors).

Employees, community members and other stakeholders work in collaboration 
with one another and with transparency and accountability. Open dialogue and 
engagement with community members at our sites is central to maintaining

25

2.

Seek to understand 
and meet 
shareholder needs 
and expectations.

3.

Take into account 
wider stakeholder 
and social 
responsibilities and 
their implications 
for long-term 
success.

Principle

Application

Principle

Application

4.

Embed effective 
risk management, 
considering both 
opportunities and 
threats, throughout 
the organisation.

5.

Maintain the
Board as a
well-functioning, 
balanced team led 
by the chair.

a successful relationship and essential to ensuring long-term sustainability for 
all parties involved.

The  Company  endeavours  to  systematically  examine  the  environmental 
impact of any of our operations and will adopt measures to mitigate this. The 
goal is to minimise the negative impacts on the environment of the different 
processes related to the extraction of tin. The Company operates in the most 
environmentally and socially responsible way possible.

The Company maintains a regular dialogue with key suppliers.

The Company places considerable value on the awareness and involvement of 
its employees in its activities. Within the bounds of commercial conﬁdentiality, 
information is disseminated to all levels of staff about matters that affect the 
progress  of  the  Company  and  that  are  of  interest  and  concern  to  them  as 
employees. 

The Company has set up a share option scheme for key employees which will 
give them a stake in the Company’s long-term success.

As an entrepreneurial business operating in emerging markets there is clearly 
an elevated risk which is balanced by potentially greater rewards. The Board 
is mindful of and monitors both its corporate risks and individual project risks.

The Board ensures that there is a risk-management framework in place which 
identiﬁes  and  addresses  all  relevant  risks  in  order  to  execute  and  deliver 
strategy. Key risks are reviewed by the Board regularly and disclosed in the 
Directors’ Report.

6.

Ensure that 
between them the 
Directors have the 
necessary 
up-to-date 
experience, skills 
and capabilities.

Directors  who  have  been  appointed  to  the  Company  have  been  chosen 
because of the skills and experience they offer. 

The  composition  of  the  Board  as  well  as  biographical  details  are  included 
within the Board of Directors page on the Company website.

Furthermore,  the  Company  has  put  in  place  an  Audit  Committee  and  a 
Remuneration Committee.

The  Directors  have  access  to  training  (online  training  or  external  training 
courses) to ensure that their skills are kept up to date.

The  Board  and  its  committees  will  also  seek  external  expertise  and  advice 
where required. 

Directors are briefed on regulations that are relevant to their role as directors 
of an AIM-quoted company from the Company’s nominated advisor.

Robert Sewell (Chief Financial Officer) and Frans van Daalen (Chief Operating 
Officer) attend Board meetings by invitation to provide input from a ﬁnancial 
and operational perspective.

7.

Evaluate Board 
performance 
based on clear and 
relevant objectives, 
seeking continuous 
improvement.

The Board considers evaluation of its performance and that of its committees 
and  individual  directors  to  be  an  integral  part  of  corporate  governance 
to  ensure  it  has  the  necessary  skills,  experience  and  abilities  to  fulﬁl  its 
responsibilities.  The  goal  of  the  Board  evaluation  process  is  to  identify  and 
address  opportunities  for  improving  the  performance  of  the  Board  and  to 
solicit honest, genuine and constructive feedback. 

The Audit Committee receives feedback from the external auditor on the state 
of the Company’s internal controls, and reports their ﬁndings to the Board.

The  Chairman  is  responsible  for  ensuring  the  evaluation  process  is  “ﬁt  for 
purpose”, as well as dealing with matters raised during the process.

The Board is made up of a Chairman, three Non-Executive Directors and the 
CEO.

The roles of the Chairman and CEO are clearly separated.

The  CEO  is  responsible  for  the  day-to-day  operational  management  of  the 
business  and  is  supported  by  a  Chief  Financial  Officer,  a  Chief  Operating 
Officer, geologists and engineers.

The Chairman is responsible for the leadership and effective working of the 
Board, for the implementation of sound corporate governance, for setting the 
Board agenda, and ensuring that Directors receive accurate, timely and clear 
information.

The Chairman and Non-Executive Directors (Glen Parsons, Terence Goodlace, 
Laurence  Robb  and  Roger  Williams)  are  considered  to  be  independent  of 
management and free to exercise independent judgement. It is acknowledged 
that the Non-Executive Directors do have share options. However, the quantum 
of these share options is not material and is too low to affect independence.

The  Board  meets  at  least  every  three  months  or  at  any  other  time  deemed 
necessary  for  the  good  management  of  the  business.  Every  Director  has 
attended all Board meetings whilst being a Director of the Company.

8.

Promote a 
corporate culture 
that is based on 
ethical values and 
behaviours.

9.

Maintain 
governance 
structures and 
processes that 
are ﬁt for purpose 
and support good 
decision-making by 
the Board.

Succession  planning  is  a  vital  task  for  boards  and  the  management  of 
succession  planning  represents  a  key  measure  of  the  effectiveness  of  the 
Board.

The Company has a strong ethical culture, which is promoted by the Board 
and the management team.

The Company endeavours to conduct its business in an ethical, professional 
and  responsible  manner,  treating  all  employees,  customers,  suppliers  and 
partners with equal courtesy and respect at all times.

The  Board  approves  the  Company’s  strategy  and  ensures  that  necessary 
resources are in place in order for the Company to meet its objectives.

Whilst the Board has delegated the operational management of the Company 
to the Chief Executive Officer and other senior management, there are detailed 
speciﬁc matters subject to the approval of the Board. These include:

•  annual budget;
• 
interim and ﬁnal ﬁnancial statements;
•  management structure and appointments;

26

27

Principle

Application

Executive Director
•  Anthony Viljoen (appointed 23 October 2017) Chief Executive Officer

•  mergers, acquisitions and disposals;
•  capital raising;
• 
joint ventures and investments;
•  projects of a capital nature; and
• 

signiﬁcant contracts.

The Non-Executive Directors have a particular responsibility to constructively 
challenge  the  strategy  proposed  by  the  executive  management  team,  to 
scrutinise  and  challenge  performance,  to  ensure  appropriate  remuneration, 
and to ensure that succession planning arrangements are in place in relation 
to senior members of the management team. The senior management team 
enjoy open access to the Non-Executive Directors.

The  Chairman  is  responsible  for  leadership  of  the  Board  and  ensuring  its 
effectiveness. The Chairman with the assistance of the Chief Executive Officer 
sets  the  Board’s  agenda  and  ensures  that  adequate  time  is  available  for 
discussion of all agenda items, in particular strategic issues.

The role of the Audit Committee and the Remuneration Committee is set out 
further on in this report.

The governance structures will evolve over time in parallel with the Company’s 
objectives,  strategy,  and  business  model  to  reﬂect  the  development  of  the 
Company.

The  Board  is  committed  to  maintaining  good  communication  and  having 
constructive  dialogue  with  all  of  its  stakeholders,  including  shareholders, 
providing  them  with  access  to  information  to  enable  them  to  come  to 
informed  decisions  about  the  Company.  The  Investor  Relations  section  on 
the Company’s website provides all required regulatory information as well as 
additional information shareholders may ﬁnd helpful, including:

information on Board members, advisors and signiﬁcant shareholdings;

• 
•  a historical list of the Company’s announcements;
•  corporate governance information;
•  historical Annual Reports and notices of Annual General Meetings; and
• 

share  price  information  and  interactive  charting  facilities  to  assist   
shareholders in analysing performance.

10.

Communicate 
how the company 
is governed and 
is performing 
by maintaining 
a dialogue with 
shareholders and 
other relevant 
stakeholders.

Results  of  shareholder  meetings  and  details  of  votes  cast  will  be  publicly 
announced  through  the  regulatory  system  and  displayed  on  the  Company’s 
website with suitable explanations of any actions undertaken as a result of any 
signiﬁcant votes for or against resolutions.

THE BOARD OF DIRECTORS

The Board currently comprises: 

Independent Non-Executive Chairman
•  Glen Parsons (appointed 23 October 2017)

Independent Non-Executive Directors
•  Roger Williams (appointed 23 October 2017) 
•  Laurence Robb (appointed 23 October 2017)
•  Terence Goodlace (appointed 23 May 2018)

Operational  management  in  South  Africa  and  Namibia  is  led  by  Anthony  Viljoen  supported  by  a  Chief 
Financial Officer (Robert Sewell), a Chief Operating Officer (Frans van Daalen), geologists and engineers. 
Operational management is also supported technically through various consultancy agreements that were 
in place during the year under review.

The Board met formally four times during the year and also met frequently on an ad-hoc basis. This included 
a Board site visit to Uis.

All press releases, including operational updates, are approved by the entire Board.

THE AUDIT COMMITTEE

The Audit Committee meets at least twice a year and is composed exclusively of Non-Executive Directors: 
Roger  Williams  (Chairman)  and  Glen  Parsons.  The  Chief  Financial  Officer,  Robert  Sewell,  attends  Audit 
Committee meetings by invitation. The committee is responsible for:

• 

• 

reviewing the annual ﬁnancial statements and interim reports prior to approval, focusing on changes 
in   accounting  policies  and  practices,  major  judgemental  areas,  signiﬁcant  audit  adjustments, 
going  concern  and  compliance  with  accounting  standards,  stock  exchange  requirements,  and  legal 
requirements;
receiving and considering reports on internal ﬁnancial controls, including reports from the auditor, and 
reporting auditor ﬁndings to the Board;

•  considering the appointment of the auditor and their remuneration, including reviewing and monitoring 

their independence and objectivity;

•  meeting  with  the  auditor  to  discuss  the  scope  of  the  audit,  issues  arising  from  their  work  and  any 

matters they wish to raise; and

•  developing and implementing policy on the engagement of the external auditor to supply non-audit 

services.

The  Audit  Committee  is  provided  with  details  of  any  proposed  related-party  transactions  in  order  to 
consider and approve the terms and conditions of such transactions.

The Audit Committee met three times during the year to consider the following agenda items:

June 2019:
•  External audit report
•  Critical accounting estimates
•  Going concern assessment
• 
•  Approval of the Annual Report for the year ended 28 February 2019

Impairment

November 2019:
•  Half-year results and report to 31 August 2019
•  Going concern assessment

February 2020:
•  Auditor independence
•  External audit plan for the year ended 29 February 2020

28

29

 
THE REMUNERATION COMMITTEE

The Remuneration Committee meets at least once a year and is composed exclusively of Non-Executive 
Directors: Glen Parsons (Chairman) and Roger Williams.

The Committee is responsible for reviewing the performance of senior management and for setting the scale 
and structure of their remuneration, determining the payment of bonuses, considering the grant of options 
under any share option scheme and, in particular, the price per share and the application of performance 
standards which may apply to any such grant, paying due regard to the interests of shareholders and the 
performance of the Group.

The Remuneration Committee met formally twice during the year to consider the following agenda items:

September 2019:
•  Award of share options for senior management

January 2020:
•  Approval of remuneration structure for new senior staff member
•  Consideration of salary increases. No salary increases were granted to senior staff.

INTERNAL CONTROLS

The Board acknowledges its responsibility for the Group’s systems of internal controls and for reviewing 
their effectiveness. These internal controls are designed to safeguard the assets of the Group and to ensure 
the  reliability  of  ﬁnancial  information  for  both  internal  use  and  external  publication. Whilst  the  Board  is 
aware that no system can provide absolute assurance against material misstatement or loss, in light of the 
increased activity and further development of the Group, continuing reviews of internal controls will be 
undertaken to ensure that they are adequate and effective.

RISK MANAGEMENT

The Board considers risk assessment and management to be important in achieving its strategic objectives. 
Project milestones and timelines are regularly reviewed

30

STATEMENT OF
DIRECTORS’
RESPONSIBILITIES

The Directors are responsible for preparing the Directors’ Report and the ﬁnancial statements in accordance 
with applicable law and regulations.

The  Companies  (Guernsey)  Law,  2008  requires  the  Directors  to  prepare  Group  ﬁnancial  statements  for 
each ﬁnancial year in accordance with generally accepted accounting principles. The Directors are required 
by the AIM rules of the London Stock Exchange to prepare Group ﬁnancial statements in accordance with 
International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”).

The ﬁnancial statements of the Group are required by law to give a true and fair view of the state of the 
Group’s affairs at the end of the ﬁnancial year and of the proﬁt or loss of the Group for that year and are 
required by IFRS as adopted in the EU to reﬂect fairly the ﬁnancial position and performance of the Group.

In preparing the Group ﬁnancial statements, the Directors are required to:

i)
ii)
iii)
iv)

Select suitable accounting policies and then apply them consistently;
Make judgements and accounting estimates that are reasonable and prudent;
State whether they have been prepared in accordance with IFRS as adopted by the EU; and
Prepare the ﬁnancial statements on the going concern basis unless it is inappropriate to presume that 
the Group will continue in business.

The  Directors  are  responsible  for  keeping  adequate  accounting  records  that  are  sufficient  to  show  and 
explain the Group’s transactions, disclose with reasonable accuracy at any time the ﬁnancial position of the 
Group, and enable them to ensure that the ﬁnancial statements comply with the Companies (Guernsey) Law, 
2008. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable 
steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and ﬁnancial information 
included on the Group’s website. Legislation in Guernsey governing the preparation and dissemination of 
ﬁnancial statements may differ from legislation in other jurisdictions.

The Directors conﬁrm they have discharged their responsibilities as noted above.

33

OPINION

We  have  audited  the  ﬁnancial  statements  of  AfriTin  Mining  Limited  (‘the  Parent  Company’)  and  its 
subsidiaries (‘the Group’) for the year ended 29 February 2020 which comprises the consolidated statement 
of  comprehensive  income,  the  consolidated  statement  of  ﬁnancial  position,  the  consolidated  statement 
of  changes  in  equity,  the  consolidated  statement  of  cash  ﬂows  and  notes  to  the  consolidated  ﬁnancial 
statements, including a summary of signiﬁcant accounting policies. 

The ﬁnancial reporting framework that has been applied in the preparation of the ﬁnancial statements is 
applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion the ﬁnancial statements:
•  give a true and fair view of the state of the Group’s affairs as at 29 February 2020 and of the Group’s 

loss for the year then ended;

•  have been properly prepared in accordance with IFRSs as adopted by the European Union; and
•  have been properly prepared in accordance with the requirements of the Companies (Guernsey) Law, 

INDEPENDENT
AUDITOR’S REPORT

2008.

THE YEAR IN REVIEW

We  conducted  our  audit  in  accordance  with  International  Standards  on  Auditing  (UK)  (ISAs  (UK)) 
and  applicable  law.  Our  responsibilities  under  those  standards  are  further  described  in  the  Auditor’s 
responsibilities for the audit of the ﬁnancial statements section of our report. We are independent of the 
Group in accordance with the ethical requirements that are relevant to our audit of the ﬁnancial statements 
in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulﬁlled our other 
ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have 
obtained is sufficient and appropriate to provide a basis for our opinion.

MATERIAL UNCERTAINTY RELATED TO GOING CONCERN

We draw attention to note 2 to the ﬁnancial statements concerning the Group’s ability to continue as a 
going concern. The matters explained in note 2 indicate that the Group will need  agreement from loan 
note holders to convert its £2.05m loan notes to equity and renew its existing working capital facility, or 
secure alternative funding, to meet its liabilities as they fall due within the next twelve months. In addition, 
note  2  highlights  that  the  Group’s  forecasts  are  dependent  on  achieving  the  forecast  operational  cash 
ﬂows and additional funding may be required if further operational disruption arising due to the COVID-19 
pandemic occurs which impacts the ability of the Group to continue ramping up production at the Uis tin 
mine or the level of operating cash ﬂow generation. 

As stated in note 2 these events or conditions, along with the other matters disclosed in note 2, indicate 
that a material uncertainty exists that may cast signiﬁcant doubt on the Group’s ability to continue as a 
going concern. Our opinion is not modiﬁed in respect of this matter.

Given the conditions and uncertainties noted above, we considered going concern to be a key audit matter. 
Our audit procedures in response to this key audit matter included the following:

-  We discussed the potential impact of COVID-19 with management, including their assessment of  

potential risks and uncertainties including areas such as the production build up associated with the  
mine commissioning, commodity prices and the availability of ﬁnancing that are relevant to the    
Group’s business model and operations.  We formed our own assessment of risks and uncertainties  
based on our understanding of the business and mining sector. 

-  We obtained management’s stress testing analysis which was performed to determine the point at  
which liquidity breaks and considered whether such scenarios were reasonably possible based on  
our knowledge of the business. 

35

 
 
 
 
 
 
-  We critically assessed management’s base case ﬁnancial forecast to 30 September 2021. We conﬁrmed 
        that the underlying assumptions and cash ﬂow forecast have been approved by the Board.
-  We compared the forecast tin and tantalum prices to prevailing market prices, historic trends and  

market commentary on forecast prices.

-  We obtained an understanding of the status of the plant commissioning and production growth,   
compared the forecast to recent production data and challenged management on the extent to   
which inherent risks were addressed within the forecast production proﬁle. 

-  We agreed the post balance sheet date loan note fundraising of £2.05m and equity fundraising of  
£3.05m to bank statements and signed agreements. We conﬁrmed that the loan note requires  
approval by the Group and lender to be converted into equity.

-  We agreed the extension of the Group’s working capital facility to signed agreements.
-  We evaluated the adequacy of disclosures made in the ﬁnancial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most signiﬁcance in our 
audit of the ﬁnancial statements of the current period and include the most signiﬁcant assessed risks of 
material misstatement (whether or not due to fraud) we identiﬁed, including those which had the greatest 
effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the 
engagement team. These matters were addressed in the context of our audit of the ﬁnancial statements as 
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the ‘Material uncertainty related to going concern’ above we have 
identiﬁed the following key audit matter:

Matter Identiﬁed

Our Response

Carrying value of the Uis mining assets 
As detailed in note 13 and 14, the Group’s assets 
associated with the Uis mine area represent a 
key asset for the Group included within property, 
plant and equipment and intangible exploration 
and evaluation assets.

Management have performed an impairment 
indicator review for the Phase One development 
asset under IAS 36 ‘Impairment’ and identiﬁed 
indicators of potential impairment as set out in 
note 2. Management performed an impairment 
test which required judgment and estimation, 
as set out in note 2, and concluded that no 
impairment was required. 

Management have performed an impairment 
indicator review for the remaining Phase Two 
exploration and evaluation asset under IFRS 6 
‘Exploration & Evaluation for Mineral Resources’. 
Following this assessment, which required 
judgement and estimation, the Board concluded 
that no impairment indicators existed as set out 
in note 2.

Given the signiﬁcance of the Uis project and 

We evaluated management’s and the Board’s 
impairment indicator reviews and formed 
our own assessment of whether impairment 
indicators existed. 

In respect of the Phase One development 
assets, we obtained and evaluated 
management’s impairment models and 
critically challenged the appropriateness of the 
key estimates and assumptions. This included 
a comparison of commodity price forecasts 
to historically achieved prices and third-party 
independent market outlook reports and 
recalculation of discount rates. We compared 
the production assumptions to actual data and 
the most recent JORC compliant Competent 
Person’s Report and met with operational 
management to assess the production 
growth assumptions and associated capital 
expenditure plans. We compared the operating 
cost assumptions to current year actual cost 
rates.

We assessed management’s conclusion that 
COVID-19 is considered to be a non-adjusting 
post balance sheet event taking into account 
the timeline of events in Namibia in terms 

the judgements and estimates applied by 
management, we considered the carrying value 
within the consolidated statement of ﬁnancial 
position of the Uis assets to be a signiﬁcant 
focus area for our audit.

of COVID-19 case numbers and government 
restrictions.

We obtained and reviewed the relevant licences 
to conﬁrm title and validity of the Group’s 
interests.

We considered management’s sensitivity analysis 
and performed our own sensitivity calculations in 
relation to tin and tantalum prices, discount rates, 
production levels and operating costs.

In  respect  of  the  Phase  Two  exploration  assets 
we considered the Group’s budgets and strategic 
plans  for  exploration  and  reviewed  the  results 
of  activity  in  the  period  to  assess  whether  work 
undertaken  to  date  would  indicate  a  potential 
impairment.

Key observations

We found the key assumptions made by management and the Board in respect of the judgements 
around the carrying value of the Uis mining assets to be reasonable and the disclosures in the 
ﬁnancial statements to be in line with the accounting standards.

OUR APPLICATION OF MATERIALITY

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of 
misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, 
could  inﬂuence  the  economic  decisions  of  reasonable  users  that  are  taken  on  the  basis  of  the  ﬁnancial 
statements. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial 
as we also take account of the nature of identiﬁed misstatements, and the particular circumstances of their 
occurrence, when evaluating their effect on the ﬁnancial statements as a whole.

Group materiality was determined to be £210,000 (2019 – £150,000). The basis for determining materiality 
was  1.0%  (2019  –  1%)  of  total  assets.  We  considered  total  assets  to  be  the  ﬁnancial  metric  of  the  most 
interest to shareholders and other users of the ﬁnancial statements given the Group’s stage of development 
and therefore considered this to be an appropriate basis for materiality.

Performance  materiality  is  the  application  of  materiality  at  the  individual  account  or  balance  level  set 
at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected 
and undetected misstatements exceeds materiality for the ﬁnancial statements as a whole. Performance 
materiality was set at £157,500 (2019 – £112,500) for the Group. The basis for performance materiality was 
75% (2019 – 75%) of the above materiality levels. We selected the level of performance materiality based 
on an assessment of the history of errors and the number of signiﬁcant components.

Each signiﬁcant component of the group was audited to a lower level of materiality ranging from £95,000 
to £100,000 (2019 – £90,000 to £135,000). 

We agreed with the Audit Committee that we would report to them all individual audit differences identiﬁed 
during the course of our audit in excess of £10,000 (2019 - £3,000). We also agreed to report differences 
below this threshold that, in our view warranted reporting on qualitative grounds.

36

37

 
 
 
 
 
 
AN OVERVIEW OF THE SCOPE OF OUR AUDIT

Whilst AfriTin Mining Limited is a Company registered in Guernsey and listed on AIM in the UK, the Group’s 
principal  operations  are  located  in  Namibia  and  South  Africa.  In  approaching  the  audit  we  considered 
how the Group is organised and managed. We assessed the business as being principally a single project 
comprising of the Namibia subsidiaries that operate the Uis Mine, a corporate head office function and an 
exploration business unit.

for  such  internal  control  as  the  Directors  determine  is  necessary  to  enable  the  preparation  of  ﬁnancial 
statements that are free from material misstatement, whether due to fraud or error.

In  preparing  the  ﬁnancial  statements,  the  Directors  are  responsible  for  assessing  the  Group’s  ability  to 
continue  as  a  going  concern,  disclosing,  as  applicable,  matters  related  to  going  concern  and  using  the 
going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease 
operations, or have no realistic alternative but to do so.

As  part  of  our  audit  strategy  we  identiﬁed  the  signiﬁcant  components  of  the  Group. We  identiﬁed  two 
signiﬁcant components.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

The Namibian signiﬁcant component was subject to a full scope audit. The audit of this signiﬁcant component 
was performed locally by a BDO member ﬁrm. As part of our audit strategy the Group audit team sent 
detailed Group Reporting Instructions to the component auditor, attended the clearance meeting with the 
component auditor and management and reviewed the component auditor’s working papers.

The corporate head office function based in South Africa which was a signiﬁcant component was also 
subject to a full scope audit. This work was performed by BDO LLP.

Our  objectives  are  to  obtain  reasonable  assurance  about  whether  the  ﬁnancial  statements  as  a  whole 
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that 
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit 
conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, 
they could reasonably be expected to inﬂuence the economic decisions of users taken on the basis of these 
ﬁnancial statements.

The  remaining  components  of  the  Group  were  considered  non-signiﬁcant  and  such  components  were 
subject  to  analytical  review  procedures  together  with  speciﬁed  audit  procedures  over  exploration  and 
evaluation related assets.

A  further  description  of  our  responsibilities  for  the  audit  of  the  ﬁnancial  statements  is  located  on  the 
Financial  Reporting  Council’s  website  at:  www.frc.org.uk/auditorsresponsibilities.  This  description  forms 
part of our auditor’s report.

We  set  out  in  the  Key  Audit  Matters  section  above  the  risks  that  had  the  greatest  impact  on  our  audit 
strategy and scope. 

USE OF OUR REPORT

OTHER INFORMATION

The Directors are responsible for the other information. The other information comprises the information 
included in the annual report, other than the ﬁnancial statements and our auditor’s report thereon. Our 
opinion on the ﬁnancial statements does not cover the other information and, except to the extent otherwise 
explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the ﬁnancial statements, our responsibility is to read the other information 
and,  in  doing  so,  consider  whether  the  other  information  is  materially  inconsistent  with  the  ﬁnancial 
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we 
identify such material inconsistencies or apparent material misstatements, we are required to determine 
whether there is a material misstatement in the ﬁnancial statements or a material misstatement of the other 
information. If, based on the work we have performed, we conclude that there is a material misstatement of 
this other information, we are required to report that fact. We have nothing to report in this regard.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 
requires us to report to you if, in our opinion:
proper accounting records have not been kept by the Parent Company; or
• 
the Parent Company ﬁnancial statements are not in agreement with the accounting records; or
• 
•  we have failed to obtain all the information and explanations which, to the best of our knowledge  

and belief, are necessary for the purposes of our audit.

RESPONSIBILITIES OF DIRECTORS

As  explained  more  fully  in  the  Statement  of  Directors’  responsibilities,  the  Directors  are  responsible  for 
the preparation of the ﬁnancial statements and for being satisﬁed that they give a true and fair view, and 

This report is made solely to the Parent Company’s members, as a body, in accordance with Section 262 
of the Companies (Guernsey) Law, 2008.  Our audit work has been undertaken so that we might state to 
the Parent Company’s members those matters we are required to state to them in an auditor’s report and 
for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to 
anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, 
for this report, or for the opinions we have formed.

Ryan Ferguson

For and on behalf of BDO LLP, Recognised Auditor
London, United Kingdom

27 August 2020

BDO LLP is a limited liability partnership registered in England and Wales (with registered number 
OC305127).

38

39

 
FINANCIAL
STATEMENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 29 February 2020

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 29 February 2020

Continuing operations
Revenue
Cost of Sales

Gross Proﬁt
Administrative expenses

Operating loss
Finance income 
Finance cost

Loss before tax
Income tax expense

Loss for the year

Other comprehensive income/loss

Items that will or may be reclassiﬁed to proﬁt 

or loss:
Exchange differences on translation of 
share-based payment reserve
Exchange differences on translation of foreign 
operations
Exchange differences on non-controlling 
interest

Year ended
29 February 2020
£

Year ended
28 February 2019
£

Notes

5

6

8
9

10

69 032 
 (47 336) 
 21 696 
(1 815 227)

(1 793 531)
 3 793 
(40 719)

(1 830 457)
 - 

(1 830 457)

 26 782 
 - 
 26 782 
(1 097 718)

(1 070 936)
 13 416 
 - 

(1 057 520)
 - 

(1 057 520)

Assets

Non-current assets
Intangible assets
Property, plant and equipment

Total non-current assets

Current assets
Inventories
Trade and other receivables
Cash and cash equivalents

Total current assets

Total assets

(1 039)

(1 577)

Equity and liabilities

(1 113 281)

(421 827)

4 167 

332 

Total comprehensive loss for the year

(2 940 610)

(1 480 592)

Loss for the year attributable to:
Owners of the parent

Non-controlling interests

Total comprehensive loss for the year 

attributable to:

Owners of the parent
Non-controlling interests

Loss per ordinary share

(1 781 962)

(48 495)

(1 830 457)

(1 050 074)

(7 446)

(1 057 520)

(2 896 282)
(44 328)

(2 940 610)

(1 473 478)
(7 114)

(1 480 592)

Basic and diluted loss per share (in pence) 

11

(0.29)

(0.23)

Equity
Share capital
Convertible loan note reserve
Accumulated deﬁcit
Warrant reserve
Share-based payment reserve
Foreign currency translation reserve

Equity attributable to the owners of the parent
Non-controlling interests

Total equity

Non-current liabilities
Environmental rehabilitation liability

Lease liability

Total non-current liabilities

Current liabilities
Trade and other payables

Borrowings
Lease liability

Total current liabilities

Notes

29 February 2020
£

28 February 2019
£

13 
 14 

 15 
 16 
 17 

22 
28

23 
24 

20 

 21 

 19 

 18 
 21 

7 441 018 
 12 467 868 
 19 908 886 

7 012 317 
5 785 043 

12 797 360 

 246 910 
 648 722 
 574 600 
 1 470 232 

25 221 
474 963 
1 781 335 
2 281 519 

 21 379 118 

15 078 879 

 20 487 239 
 3 770 645 
(4 365 500)
 78 651 
 559 534 
(1 535 108)

 18 995 461 
(51 812)
 18 943 649 

 86 005 

 181 544 

 267 549 

 894 830 

 1 230 961 
 42 129 
 2 167 920 

17 337 718 
 - 
(2 583 538)
78 651 
220 729 
(421 827)

14 631 733 
(7 484)

14 624 249 

75 180 

-
75 180 

379 450 

 - 
-

379 450 

Total equity and liabilities

 21 379 118 

15 078 879 

The  notes  on  pages  47  to  79  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 27 August 2020.

42

43

ANTHONY VILJOEN
Chief Executive Officer
27 August 2020

 
 
 
 
 
  
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 29 February 2020

Total equity at 28 February 2018

Loss for the year

Other comprehensive income/loss

Transactions with owners:

Warrants granted in the year

Share-based payments in the year

Issue of shares

Share issue costs

Share capital
£

10 853 631 

-

-

(48 868)

-

6 858 813 

(325 858)

Total equity at 28 February 2019

17 337 718 

Loss for the year

Other comprehensive income/loss

Transactions with owners:

Share-based payments in the year

Issue of shares

Share issue costs

Issue of convertible loan notes

Convertible loan note issue costs

Convertible
loan note
reserve
£

-

-

-

-

-

-

-

-

 - 

 - 

 - 

 - 

 - 

Accumulated 
deﬁcit
£

(1 533 464)

(1 050 074)

 - 

 - 

 - 

 - 

 - 

(2 583 538)

(1 781 962)

 - 

 - 

 - 

 - 

 - 

 - 

Warrant
reserve
£

29 783 

Share-based 
payment
reserve
£

Foreign
currency 
translation 
reserve
£

Non-
controlling 
interests
£

Total
£

Total equity
£

 - 

 - 

 - 

9 349 950 

(370)

9 349 580 

(1 050 074)

(7 446)

(1 057 520)

 - 

(1 577)

(421 827)

(423 404)

332 

(423 072)

48 868 

 - 

 - 

 - 

 - 

222 306 

 - 

 - 

 - 

 - 

222 306 

6 858 813 

(325 858)

 - 

 - 

 - 

 - 

 - 

 - 

222 306 

6 858 813 

(325 858)

 - 

 - 

 - 

 - 

78 651 

220 729 

(421 827)

14 631 733 

(7 484)

14 624 249 

 - 

 - 

 - 

 - 

 - 

 - 

 - 

 - 

 - 

(1 781 962)

(48 495)

(1 830 457)

(1 039)

(1 113 281)

(1 114 320)

 4 167 

(1 110 153)

403 562 

(63 718)

 - 

 - 

 - 

 - 

 - 

 - 

 - 

 - 

 403 562 

 3 197 490 

(111 687)

 3 800 000 

(29 355)

 - 

 - 

 - 

 - 

 - 

 403 562 

 3 197 490 

(111 687)

 3 800 000 

(29 355)

 - 

-

3 800 000 

(29 355)

 -

 - 

 - 

3 261 208 

(111 687)

Total equity at 29 February 2020

20 487 239 

3 770 645 

(4 365 500)

78 651 

559 534 

(1 535 108)

 18 995 461 

(51 812)

 18 943 649 

44

45

 
 
 
 
  
  
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 29 February 2020

Year ended
29 February 2020
£

Year ended
28 February 2019
£

Notes

Cash ﬂows from operating activities

Loss before taxation
Adjustments for:
Depreciation of property, plant and equipment
Share-based payments
Equity-settled transactions
Finance income
Finance costs
Changes in working capital:
Increase in receivables
Increase in inventory
Increase/(decrease) in payables

Net cash used in operating activities

Cash ﬂows from investing activities
Finance income
Purchase of intangible assets
Purchase of property, plant and equipment 
(including capitalised cash interest of £55 235 
(2019: Nil))

Net cash used in investing activities

Cash ﬂows from ﬁnancing activities
Finance costs
Lease payments

Net proceeds from issue of shares 

Net proceeds from issue of convertible loan notes
Proceeds from borrowings

Repayment of borrowings

Net cash generated from ﬁnancing activities

Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of 

the year
Foreign exchange differences

Cash and cash equivalents at the end of the year

14

8
9

8
13
14

9
21

22

18

18

17

46

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 29 February 2020

1. CORPORATE INFORMATION AND PRINCIPAL ACTIVITIES

AfriTin Mining Limited (“AfriTin”) was incorporated and domiciled in Guernsey on 1 September 2017, and 
admitted to the AIM market in London on 9 November 2017. The company’s registered office is 18-20 Le 
Pollet, St Peter Port, Guernsey, GY1 1WH and operates from Illovo Edge Office Park, 2nd Floor, Building 3, 
Corner Harries and Fricker Road, Illovo, Johannesburg, 2116, South Africa.

These ﬁnancial statements are for the year ended 29 February 2020 and the comparative ﬁgures are for 
the year ended 28 February 2019.

The AfriTin Group comprises AfriTin Mining Limited and its subsidiaries as noted below.

AfriTin Mining Limited (“AML”) is an investment holding company and holds 100% of Guernsey subsidiary, 
Greenhills Resources Limited (“GRL”).

GRL  is  an  investment  holding  company  that  holds  investments  in  resource-based  tin  and  tantalum 
exploration companies in Namibia and South Africa. The Namibian subsidiary is AfriTin Mining (Namibia) 
Pty Limited (“AfriTin Namibia”), in which GRL holds 100% equity interest. The South African subsidiaries 
are Mokopane Tin Company Pty Limited (“Mokopane”) and Pamish Investments 71 Pty Limited (“Pamish 
71”), in which GRL holds 100% equity interest.

AfriTin Namibia owns an 85% equity interest in Uis Tin Mining Company Pty Limited (“UTMC”). The minority 
shareholder in UTMC is The Small Miners of Uis who own 15%.

Mokopane owns a 74% equity interest in Renetype Pty Limited (“Renetype”) and a 50% equity interest in 
Jaxson 641 Pty Limited (“Jaxson”).

(1 830 457)

(1 057 520)

 128 130 
184 888 
 109 190 
(3 793)
 40 719

(220 634)
(241 546)
 578 828 

22 824 
205 962 
 - 
(13 416)
-

(379 245)
(26 222)
(119 708)

(1 254 675)

(1 367 325)

 3 793 
(596 291)
(7 159 313)

13 416 
(570 767)
(4 901 993)

(7 751 811)

(5 459 344)

The  minority  shareholders  in  Renetype  are  African  Women  Enterprises  Investments  Pty  Limited  and 
Cannosia Trading 62 CC who own 10% and 16% respectively.

(562)
(68 015)

 2 876 705

 3 770 645
4 840 989
(3 610 028) 
7 809 734

(1 196 752)
 1 781 335 
 (9 983)

574 600

 - 
-

 5 682 954 

 - 
 - 

-
5 682 954 

(1 143 715)
2 904 767 
20 283 

1 781 335 

The minority shareholder in Jaxson is Lerama Resources Pty Limited who owns a 50% interest in Jaxson. 
Pamish 71 owns a 74% interest in Zaaiplaats Mining Pty Limited (“Zaaiplaats”). The minority shareholder in 
Zaaiplaats is Tamiforce Pty Limited who owns 26%.

AML holds 100% of Tantalum Investment Pty Limited, a company containing Namibian exploration licenses 
EPL5445 and EPL5670 for the exploration of tin, tantalum and associated minerals.

As at 29 February 2020, the AfriTin Group comprised:

Company

AfriTin Mining Limited

Greenhills Resources Limited1

AfriTin Mining Pty Limited1

Tantalum Investment Pty Limited1

AfriTin Mining (Namibia) Pty Limited2

Uis Tin Mining Company Pty Limited3

Mokopane Tin Company Pty Limited2

Renetype Pty Limited4

Jaxson 641 Pty Limited4

Pamish Investments 71 Pty Limited2

Zaaiplaats Mining Pty Limited5

Equity holding
and voting
rights

Country of 
incorporation

Nature of activities

N/A

100%

100%

100%

100%

85%

100%

74%

50%

100%

74%

47

Guernsey

Ultimate holding company

Guernsey

Holding company

South Africa

Group support services

Namibia

Namibia

Namibia

Tin & tantalum exploration

Tin & tantalum operations

Tin & tantalum exploration

South Africa

Holding company

South Africa

Tin & tantalum exploration

South Africa

Tin & tantalum exploration

South Africa

Holding company

South Africa

Property owning

 
  
1 Held directly by AfriTin Mining Limited

2 Held by Greenhills Resources Limited

3 Held by AfriTin Mining (Namibia) Pty Limited

4 Held by Mokopane Tin Company Pty Limited

5 Held by Pamish Investments 71 Pty Limited

These ﬁnancial statements are presented in Pound Sterling (£) because that is the currency in which the 
Group has raised funding on the AIM market in the United Kingdom. Furthermore, Pound Sterling (£) is the 
functional currency of the ultimate holding company, AfriTin Mining Limited.

2. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

These  ﬁnancial  statements  have  been  prepared  in  accordance  with  International  Financial  Reporting 
issued 
Standards, 
by  the  International  Accounting  Standards  Board  (“IASB”)  as  adopted  by  the  European  Union 
(“EU adopted IFRS”).

International  Accounting  Standards  and 

Interpretations  (collectively  “IFRS”) 

The  Group  has  adopted  the  standards,  amendments  and  interpretations  effective  for  annual  periods 
beginning on or after 1 March 2019. The adoption of IFRS 16 “Leases” had a material effect on the ﬁnancial 
statements of the Group. See Note 3.

The  consolidated  ﬁnancial  statements  have  been  prepared  under  the  historical  cost  convention.    The 
preparation of ﬁnancial statements in conformity with IFRS requires the use of certain critical accounting 
estimates.  It  also  requires  management  to  exercise  judgement  in  the  process  of  applying  the  Group’s 
accounting  policies.  The  areas  involving  a  higher  degree  of  judgement  or  complexity  and  areas  where 
assumptions and estimates are signiﬁcant to the consolidated ﬁnancial statements are discussed further in 
this note. The principal accounting policies are set out below.

GOING CONCERN

•  The previous £3.8m convertible loan notes and recent £2.05m loan notes are assumed to be settled in 
equity. Per the agreements, the £3.8m convertible loan notes can be settled in equity at the discretion 
of the Company. However, settlement of the £2.05m loan notes in cash or shares is subject to agreement 
by both parties and therefore equity settlement cannot be guaranteed and is dependent on the loan 
note holders. 

•  The working capital facility with Nedbank Namibia is anticipated to be renewed in July 2021 under the 

annual review and renewal applicable to the facility.

•  Prices have been set at $17,500 which is the current spot price per tonne of tin and $150,000 per tonne 

of tantalum. 

•  The forecasts assume a continued ramp up in production to steady state for Phase One of the operation 

by November 2020.

Whilst the Board anticipate that the £2.05m loan note will be settled in equity based on discussions with 
the loan note holders when the loan was subscribed, there can be no guarantee that this event will occur 
and if it is not forthcoming the Group will likely need to raise additional funds. 

Whilst the board fully anticipate the renewal of the working capital facility in July 2021, noting the recent 
renewal of the facility, there can be no guarantee that this will occur.

Additionally,  the  Group’s  forecasts  are  based  on  anticipated  growth  in  production  which  is  considered 
achievable by the Board. However the Board have considered the risks and uncertainties associated with 
COVID-19 on the Group’s operations including the potential impact on areas including risks to supply chain 
and access to site by consultants, additional government restrictions and potential volatility in commodity 
prices. In the event of further disruption to the production ramp up or operational cash ﬂow as a result of 
COVID-19 or other related operational issues, the Group may require additional funding.

These  matters  indicate  a  material  uncertainty  exists  which  may  cast  signiﬁcant  doubt  on  the  Group’s 
ability to continue as a going concern. No adjustments have been made relating to the recoverability and 
classiﬁcation of recorded asset amounts and classiﬁcation of liabilities that might be necessary should the 
combined Group not continue as a going concern.

These ﬁnancial statements have been prepared on the basis of accounting principles applicable to a going 
concern which assumes the Company will be able to continue in operation for the foreseeable future and 
will be able to realize its assets and discharge its liabilities in the normal course of operations.

BASIS OF CONSOLIDATION

Subsidiaries

At year end, the company had cash in the bank of £574k and had drawn down £1.2m of the £1.9m Nedbank 
working capital facility.

Subsequent to year end, a loan note issue in May 2020 raised £2.05m and an equity subscription in August 
2020 raised £3.05m gross proceeds. The £2.05m loan note, together with the previous £3.8m loan note 
raised in November 2019 mature in May 2021. 

Furthermore, the Nedbank working capital and VAT facility was renewed in July 2020 and increased from 
N$38m  (approx.  £1.9m)  to  N$43m  (approx.  £2.1m).  The  N$4.2m  Nedbank  guarantee  to  Namibia  Power 
Corporation Pty Limited in relation to a deposit for the supply of electrical power continues to be in place. 
The Nedbank facility falls due for renewal in July 2021. 

The Company is commissioning and ramping up the Phase 1 pilot plant at Uis with the purpose of proving 
up the feasibility of a much larger, proﬁtable Phase 2 plant to go into full commercial production. Whilst the 
ramp up was adversely impacted by supply chain disruption associated with COVID-19, the ramp up is now 
continuing with minimal disruption following easing of government restrictions and measures implemented 
by the mine.  

Subsidiaries  are  all  entities  (including  structured  entities)  over  which  the  Group  has  control.  The  Group 
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with 
the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully 
consolidated from the date on which control is transferred to the Group. They are deconsolidated from the 
date that control ceases.

The  Group  applies  the  acquisition  method  to  account  for  business  combinations.  The  consideration 
transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred 
to  the  former  owners  of  the  acquiree  and  the  equity  interests  issued  by  the  Group.  The  consideration 
transferred  includes  the  fair  value  of  any  asset  or  liability  resulting  from  a  contingent  consideration 
arrangement.  Identiﬁable  assets  acquired  and  liabilities  and  contingent  liabilities  assumed  in  a  business 
combination are measured initially at their fair values at the acquisition date. The Group recognises any 
non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the 
non-controlling  interest’s  proportionate  share  of  the  recognised  amounts  of  acquiree’s  identiﬁable  net 
assets.

Acquisition-related costs are expensed as incurred.

Management have prepared a detailed cashﬂow forecast for the period to 30 September 2021 and stress 
tests of those forecasts. The base case forecast demonstrates that the Group will have sufficient funds to 
meet its liabilities as they fall due and includes the following key assumptions: 

If  the  business  combination  is  achieved  in  stages,  the  acquisition  date  carrying  value  of  the  acquirer’s 
previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains 
or losses arising from such re-measurement are recognised in proﬁt or loss.

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Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition 
date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset 
or liability are recognised either in proﬁt or loss or as a change to other comprehensive income. Contingent 
consideration that is classiﬁed as equity is not re-measured, and its subsequent settlement is accounted 
for within equity.

The acquisition of subsidiaries that do not meet the deﬁnition of a business and hold early stage exploration 
licenses are accounted for as asset purchases with the fair value of consideration being allocated to the 
assets.

Inter-company  transactions,  balances  and  unrealised  gains/losses  on  transactions  between  Group 
companies  are  eliminated.  When  necessary,  amounts  reported  by  subsidiaries  have  been  adjusted  to 
conform with the Group’s accounting policies.

Disposal of subsidiaries

When  the  Group  ceases  to  have  control,  any  retained  interest  in  the  entity  is  measured  to  its  fair  value 
at the date when control is lost, with the change in carrying amount recognised in proﬁt or loss. The fair 
value is the initial carrying amount for the purposes of subsequently accounting for the retained interest 
as an associate, joint venture or ﬁnancial asset. In addition, any amounts previously recognised in other 
comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of 
the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive 
income are reclassiﬁed to proﬁt or loss.

Non-controlling interests

Non-controlling interests in subsidiaries are identiﬁed separately from the Group’s equity therein. Those 
interests  of  non-controlling  shareholders  that  present  ownership  interests  entitling  their  holders  to  a 
proportionate  share  of  the  net  assets  upon  liquidation  are  initially  measured  at  fair  value.  Subsequent 
to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial 
recognition plus the non-controlling interests’ share of subsequent changes in equity. Total comprehensive 
income is attributed to non-controlling interests even if this results in the non-controlling interests having 
a deﬁcit balance.

SEGMENT REPORTING

Operating segments are reported in a manner consistent with the internal reporting provided to the chief 
operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources 
and assessing performance of the operating segments, has been identiﬁed as the management steering 
committee that makes strategic decisions.

FOREIGN CURRENCIES

Functional and presentational currency

The individual ﬁnancial statements of each Group company are prepared in the currency of the primary 
economic environment in which they operate (its functional currency). For the purpose of the consolidated 
ﬁnancial  statements,  the  results  and  ﬁnancial  position  of  each  group  company  are  expressed  in  Pound 
Sterling, which is the functional currency of the Company, and the presentation currency for the consolidated 
ﬁnancial statements. 

Transactions and balances

Foreign  currency  transactions  are  translated  into  the  functional  currency  using  the  exchange  rates 
prevailing at the dates of the transactions or valuation date where items are re-measured. Foreign exchange 
gains and losses resulting from the settlement of such transactions and from the translation at year-end 
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the 
income statement, except when deferred in other comprehensive income as qualifying cash ﬂow hedges 

and qualifying net investment hedges. Foreign exchange gains and losses that relate to borrowings and 
cash and cash equivalents are presented in the income statement within “ﬁnance income or costs”. 

Group companies

The  results  and  ﬁnancial  position  of  all  the  Group  entities  (none  of  which  has  the  currency  of  a  hyper-
inﬂationary economy) that have a ﬁnancial currency different from the presentation currency are translated 
into the presentation currency as follows:

i)     assets and liabilities for each balance sheet presented are translated at the closing rate at the  

ii) 

date of that balance sheet;
income and expenses for each income statement are translated at average exchange rates
(unless the average is not a reasonable approximation of the cumulative effect of the rates  
prevailing on the transaction dates, in which case income and expenses are translated at the  
rate on the dates of the transactions); and

iii)   all resulting exchange differences are recognised in other comprehensive income.

REVENUE RECOGNITION

IFRS 15 “Revenue from Contracts with Customers” established a comprehensive framework for determining 
whether, how much and when revenue is recognised. The core principle is that an entity recognises revenue 
to  depict  the  transfer  of  promised  goods  and  services  to  the  customer  of  an  amount  that  reﬂects  the 
consideration to which the entity expects to be entitled in exchange for those goods or services. In the 
current year, the Group began generating revenue from its primary activity, the sale of tin concentrate, and 
it continued to generate immaterial revenue from the sale of sand.

The Group produces and sells tin concentrate from its Uis tin mine in Namibia. Once concentrate has been 
produced at the Uis plant, it is bagged, sampled and loaded into containers for transportation to the port 
in Walvis Bay for shipment.

The company currently has an off-take agreement with its customer, Thailand Smelting and Reﬁning Co. 
(“Thaisarco”),  which  was  signed  on  1  August  2019.  The  salient  terms  of  the  off-take  agreement  are  as 
follows:
•  Concentrate  produced  during  the  period  of  the  agreement  is  to  be  shipped  to  Thaisarco  in  Phuket, 

Thailand from the port of Walvis Bay;

•  Thaisarco pays AfriTin on the basis of actual tin content in the concentrate per Thaisarco’s analysis at 

the London Metal Exchange price less treatment charges, unit deductions and impurity charges;
•  Pricing shall be declared within 20 market days after arrival of concentrate at Thaisarco’s works.

The Group can elect for the sale of each shipment to occur under the following terms:

Option 1: Standard provisional payment 

Thaisarco shall pay 80% provisional payment on the basis of actual tin content as per their own analysis. 
Payment is to be made within 10 working days after the arrival of concentrate at Thaisarco’s works. The 
performance obligation is satisﬁed when the concentrate arrives at the Songkhla Port in Thailand being 
the point at which title and risk pass. Any quality or price adjustments are recognised when the ﬁnal assay 
and tin price are known.

Option 2: Provisional payment option against original bill of lading  

Thaisarco shall pay 80% provisional payment on the basis of provisional tin content per UTMC’s analysis. 
The provisional payment shall be done against presentation of a provisional invoice and an original bill of 
lading. The performance obligation is satisﬁed when the provisional payment is received by UTMC, being 
the point at which title and risk pass. Any quality or price adjustments are to be recognized when the ﬁnal 
assay and tin price are known.

During the year, the Group concluded all sales under Option 1. 

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Revenue  is  recognised  at  a  point  in  time  when  control  of  the  goods  has  transferred  to  the  customer, 
which is when the concentrate arrives at the Songkhla Port in Thailand under Option 1 or when provisional 
payment  is  received  by  UTMC  under  Option  2.  There  is  limited  judgement  needed  to  identify  the  point 
at which control passes: once physical delivery of the products to the agreed location has occurred, the 
Group no longer has physical possession of the products. At this point, the Group will have a present right 
to payment and retains none of the signiﬁcant risks and rewards of the goods in question.

Variable consideration relating to ﬁnal assay results is constrained in estimating revenue unless it is highly 
probable that there will not be a future reversal in the amount of revenue recognised when the ﬁnal assay 
has been determined.

FINANCE INCOME

Interest revenue is recognised when it is probable that economic beneﬁts will ﬂow to the Group and the 
amount of revenue can be measured reliably. Interest revenue is accrued on a time basis, by reference to 
the principal outstanding and the effective interest rate applicable, which is the rate that exactly discounts 
estimated future cash receipts through the expected life of the ﬁnancial asset to that asset’s net carrying 
amount on initial recognition.

TAXATION

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax charge is based on taxable proﬁt for the period. The Group’s liability for current tax is calculated 
by using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount 
of assets and liabilities in the ﬁnancial statements and the corresponding tax bases used in the computation 
of taxable proﬁt, and is accounted for using the “balance sheet liability” method.

Deferred  tax  liabilities  are  recognised  for  all  taxable  temporary  differences  and  deferred  tax  assets  are 
recognised to the extent that it is probable that taxable proﬁts will be available against which deductible 
temporary differences can be utilised. Deferred tax is calculated at the tax rates that are expected to apply 
to the year when the asset is realised or the liability is settled based upon rates enacted and substantively 
enacted at the reporting date. Deferred tax is charged or credited to proﬁt or loss, except when it relates 
to items credited or charged to other comprehensive income, in which case the deferred tax is also dealt 
with in other comprehensive income.

ore reserves, the ability of the Group to obtain necessary ﬁnancing to complete the development of ore 
reserves and future proﬁtable production or proceeds from the extraction or disposal thereof.

IMPAIRMENT OF EXPLORATION AND EVALUATION ASSETS

Intangible exploration and evaluation assets are reviewed regularly for indicators of impairment following 
the guidance in IFRS 6 “Exploration for and Evaluation of Mineral Resources” and tested for impairment 
where such indicators exist.

In accordance with IFRS 6, the Group considers the following facts and circumstances in their assessment 
of whether the Group’s exploration assets may be impaired:

•  whether the period for which the Group has the right to explore in a speciﬁc area has expired during 

the period or will expire in the near future, and is not expected to be renewed; or

•  whether  substantive  expenditure  on  further  exploration  for  and  evaluation  of  mineral  resources  in  a 

speciﬁc area is neither budgeted nor planned; or

•  whether  exploration  for  and  evaluation  of  mineral  resources  in  a  speciﬁc  area  have  not  led  to  the 
discovery of commercially viable deposits and the Group has decided to discontinue such activities in 
the speciﬁc area; or

•  whether  sufficient  data  exists  to  indicate  that  although  a  development  in  a  speciﬁc  area  is  likely  to 
proceed, the carrying amount of the exploration and evaluation assets is unlikely to be recovered in full 
from successful development or by sale.

If  any  such  facts  or  circumstances  are  noted,  the  Group,  as  a  next  step,  perform  an  impairment  test  in 
accordance with the provisions of IAS 36 “Impairment of Assets”. In such circumstances, the aggregate 
carrying value of the mining exploration and assets is compared against the expected recoverable amount 
of the cash-generating unit. The recoverable amount is the higher of value in use and the fair value less 
costs to sell.

WARRANT RESERVE

The warrants issued by the Company are recorded at fair value on initial recognition net of transaction costs. 
The fair value of warrants granted is recognised as an expense or as share issue costs, with a corresponding 
increase in equity. The fair value of the warrants granted is measured using the Black Scholes valuation 
model, taking into account the terms and conditions under which the options were granted. The amount 
recognised as an expense is adjusted to reﬂect the actual number of warrants that vest.

INTANGIBLE EXPLORATION AND EVALUATION ASSETS

CONVERTIBLE LOAN NOTE RESERVE 

All costs associated with mineral exploration and evaluation including the costs of acquiring prospecting 
licenses; mineral production licenses and annual license fees; rights to explore; topographical, geological, 
geochemical and geophysical studies; exploratory drilling; trenching, sampling and activities to evaluate the 
technical feasibility and commercial viability of extracting a mineral resource; are capitalised as intangible 
exploration and evaluation assets and subsequently measured at cost. 

If  an  exploration  project  is  successful,  the  related  expenditures  will  be  transferred  at  cost  to  property, 
plant and equipment and amortised over the estimated life of the commercial ore reserves on a unit of 
production basis (with this charge being taken through proﬁt or loss). Where capitalised costs relate to 
both development projects and exploration projects, the Group reclassiﬁes a portion of the costs which 
are considered attributable to near term production based on a percentage of the ore resource expected 
to be mined in the relevant phase. Where a project does not lead to the discovery of commercially viable 
quantities  of  mineral  resources  and  is  relinquished,  abandoned,  or  is  considered  to  be  of  no  further 
commercial value to the Group, the related costs are recognised in the income statement. 

The recoverability of deferred exploration costs is dependent upon the discovery of economically viable 

The proceeds received on issue of the Group’s convertible loan notes are allocated into their liability and 
equity components based on the terms of the agreement.

The Group takes into account:

•  whether there is a contractual obligation to settle in cash;
•  whether there is a contractual obligation to issue a variable number of shares; and
•  whether the instruments book value is variable.

Where none of the above criteria are met, the convertible loan notes are allocated as equity.

SHARE-BASED PAYMENT RESERVE

Where equity settled share options are awarded to directors or employees, the fair value of the options 
at the date of grant is charged to the statement of comprehensive income over the vesting period. Non-
market vesting conditions are taken into account by adjusting the number of equity instruments expected 
to  vest  at  each  reporting  date  so  that,  ultimately,  the  cumulative  amount  recognised  over  the  vesting 

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53

period is based on the number of options that eventually vest. Non-vesting conditions and market vesting 
conditions are factored into the fair value of the options granted. As long as all other vesting conditions 
are  satisﬁed,  a  charge  is  made  irrespective  of  whether  the  market  vesting  conditions  are  satisﬁed.  The 
cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting 
condition is not satisﬁed. 

At inception or on reassessment of a contract that contains a lease component, the Group allocates the 
consideration in the contract to each lease component on the basis of their relative stand-alone prices.

The right-of-use asset is initially measured at the present value of the remaining lease payments, discounted 
using the interest rate implicit in the lease.

Where the terms and conditions of options are modiﬁed before they vest, the increase in the fair value of 
the options, measured immediately before and after the modiﬁcation, is also charged to the statement of 
comprehensive income over the remaining vesting period.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement 
date to the end of the lease term. In addition, the right-of-use asset is annually assessed for impairment 
and will be adjusted for certain remeasurements of the lease liability.

Where equity instruments are granted to persons other than employees, the statement of comprehensive 
income is charged with the fair value of goods and services received.

IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at historical cost less accumulated depreciation.

Land is not depreciated. Depreciation is provided on all plant and equipment at rates calculated to write 
each asset down to its estimated residual value, using the straight-line method over the estimated useful 
life of the asset as follows:

•  The mining asset and the decommissioning asset are amortised over the life of the mine or 20 years, 
whichever is the lesser. Depreciation begins when the asset is available for use and continues until the 
asset is derecognised, even if it is idle; 

•  Right-of-use asset over the period of the lease contract;
•  Computer equipment over three years;
•  Furniture over ﬁve years;
•  Vehicles over four years.

Mining assets under construction are not depreciated.

The estimated useful lives, residual values and depreciation methods are reviewed at each year end and 
adjusted if necessary.

Gains or losses on disposal are included in proﬁt or loss.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying 
amount is greater than its estimated recoverable amount.

At each statement of ﬁnancial position date, the Group reviews the carrying amounts of its tangible assets 
to  determine  whether  there  is  any  indication  that  those  assets  have  suffered  an  impairment  loss.  If  any 
such indication exists, the recoverable amount of the asset is estimated in order to determine the extent 
of the impairment loss, if any. Where the asset does not generate cash ﬂows that are independent from 
other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset 
belongs.

Where  there  has  been  a  change  in  economic  conditions  that  indicate  a  possible  impairment  in  a  cash-
generating unit, the recoverability of the net book value relating to that mine is assessed by comparison 
with the estimated discounted future cash ﬂows based on management’s expectations of future commodity 
prices and future costs.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in 
use, the estimated future cash ﬂows are discounted to their present value using a pre-tax discount rate that 
reﬂects current market assessments of the time value of money and the risks speciﬁc to the asset for which 
the estimates of future cash ﬂows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying 
amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An 
impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued 
amount, in which case the impairment loss is treated as a revaluation decrease to the extent that it reverses 
gains previously recognised in other comprehensive income.

Where conditions giving rise to impairment subsequently reverse, the effect of the impairment charge is 
also reversed as a credit to the income statement, net of any depreciation that would have been charged 
since the impairment.

RIGHT-OF-USE ASSET

INVENTORIES

At inception of a contract, the Group assesses whether a contract is, or contains a lease. A contract is, or 
contains, a lease if the contract conveys the right to control the use of an identiﬁed asset, for a period of 
time, in exchange for consideration. To assess whether a contract conveys the right to control the use of an 
identiﬁed asset, the Group assesses whether:
• 

the contract involves the use of an identiﬁed asset. This may be speciﬁed explicitly or implicitly and 
should be physically distinct or represent substantially all of the capacity of a physically distinct asset. 
If the supplier has a substantive substitution right, then the asset is not identiﬁed;
the  Group  has  the  right  to  obtain  substantially  all  of  the  economic  beneﬁts  from  use  of  the  asset 
throughout the period of use; and
the Group has the right to direct the use of the asset. The Group has the right when it has the decision-
making rights that are most relevant to changing how and for what purposes the asset is used. In rare 
cases  where  the  decision  about  how  and  for  what  purpose  the  assets  is  used  is  predetermined,  the 
Group has the right to direct the use of the asset if either:
 - the Group has the right to operate the asset; or
 - the Group designed the asset in a way that predetermines how and for what purpose it
   will be used.

• 

• 

Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. 
Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories 
to their present location and condition.

Weighted average cost is used to determine the cost of ordinarily interchangeable items.

FINANCIAL INSTRUMENTS 

Financial instruments are recognised in the Group’s statement of ﬁnancial position when the Group becomes 
a party to the contractual provisions of the instrument. 

FINANCIAL ASSETS 

Financial assets are classiﬁed as at amortised cost only if the asset is held to collect the contractual cash 
ﬂows and the contractual terms of the asset give rise to cash ﬂows that are solely payments of principal

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and interest. At subsequent reporting dates, ﬁnancial assets at amortised cost are measured at amortised 
cost less any impairment losses. 

LEASE LIABILITY

IMPAIRMENT OF FINANCIAL ASSETS

The  Group  assesses  on  a  forward-looking  basis  the  expected  credit  losses,  deﬁned  as  the  difference 
between the contractual cash ﬂows and the cash ﬂows that are expected to be received, associated with 
its assets carried at amortised cost. The impairment methodology applied depends on whether there has 
been a signiﬁcant increase in credit risk. For trade receivables only, the simpliﬁed approach permitted by 
IFRS 9 “Financial Instruments” is applied, which requires expected lifetime losses to be recognised from 
initial recognition of the receivables. Losses are recognised in the income statement. When a subsequent 
event  causes  the  amount  of  impairment  loss  to  decrease,  the  decrease  in  impairment  loss  is  reversed 
through the income statement. 

Trade and other receivables

Trade and other receivables are initially recognised at the fair value of the consideration receivable less any 
impairment. 

Trade and other receivables are subsequently measured at amortised cost, less any impairment.

Cash and cash equivalents

The lease liability is initially measured at the present value of the remaining lease payments, discounted 
using the interest rate implicit in the lease. The liability is subsequently measured at amortized cost using 
the effective interest method. Lease payments are apportioned between the ﬁnance charges and reduction 
of the lease liability using the incremental borrowing rate implicit in the lease to achieve a constant rate of 
interest on the remaining balance of the liability. 

CRITICAL ACCOUNTING 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.  In  particular, 
information about signiﬁcant areas of estimation uncertainty considered by management in preparing the 
ﬁnancial statements is described below:

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

Cash and cash equivalents comprise cash at hand and deposits on a term of not greater than three months.

i)   Going concern and liquidity

FINANCIAL LIABILITIES

Financial liabilities include trade and other payables, derivatives and other longer-term ﬁnancing, classiﬁed 
into one of the following categories:

Fair value through proﬁt and loss: The liabilities are carried in the statement of ﬁnancial position at fair 
value with changes in fair value recognised in the income statement.

Financial liabilities carried at amortised cost: 

Trade and other payables

Trade and other payables are initially recognised at fair value. They are subsequently measured at amortised 
cost using the effective interest rate method.

REHABILITATION COSTS

The net present value of estimated future rehabilitation costs is provided for in the ﬁnancial statements and 
capitalised within property, plant and equipment on initial recognition. Rehabilitation will generally occur 
on closure or after closure of a mine. 

Initial recognition is at the time of the construction or disturbance occurring and thereafter as and when 
additional construction or disturbances take place. The estimates are reviewed annually to take into account 
the effects of inﬂation and changes in the estimated cost of the rehabilitation works and are discounted 
using rates that reﬂect the time value of money. Annual increases in the provision due to the unwinding of 
the discount are recognised in the statement of comprehensive income as a ﬁnance cost. The present value 
of additional disturbances and changes in the estimate of the rehabilitation liability are recorded to mining 
assets against an increase/decrease in the rehabilitation provision. 

The rehabilitation asset will be amortised over the life of the mine once commercial production commences. 
Rehabilitation  projects  undertaken,  included  in  the  estimates,  are  charged  to  the  provision  as  incurred. 
Environmental  liabilities,  other  than  rehabilitation  costs,  which  relate  to  liabilities  arising  from  speciﬁc 
events, are expensed when they are known, probable and may be reasonably estimated.

Signiﬁcant  estimates  were  required  in  forecasting  cash  ﬂows  used  in  the  assessment  of  going  concern 
including  tin  and  tantalum  prices,  the  level  of  production  and  the  rate  at  which  production  ramp  up  is 
achieved, operating costs and capital expenditure requirements. Additionally, judgment has been applied 
in assessing the likely form of settlement of one of the loan notes, renewal of the working capital facility 
and the risks associated with COVID-19; together with mitigating steps available to the Group is required.

ii)    Decommissioning and rehabilitation obligations

Estimating  the  future  costs  of  environmental  and  rehabilitation  obligations  is  complex  and  requires 
management to make estimates and judgements as most of the obligations will be fulﬁlled in the future 
and contracts and laws are often not clear regarding what is required. The resulting provisions (see Note 
20) are further inﬂuenced by changing technologies, political, environmental, safety, business and statutory 
considerations.

The  Group’s  rehabilitation  provision  is  based  on  the  net  present  value  of  management’s  best  estimates 
of  future  rehabilitation  costs.  Judgement  is  required  in  establishing  the  disturbance  and  associated 
rehabilitation costs at year end, timing of costs, discount rates and inﬂation. In forming estimates of the 
cost  of  rehabilitation  which  are  risk  adjusted,  the  Group  assessed  the  Environmental  Management  Plan 
and reports provided by internal and external experts. Actual costs incurred in future periods could differ 
materially from the estimates and changes to environmental laws and regulations, life of mine estimates, 
inﬂation rates and discount rates could affect the carrying amount of the provision. The carrying amount 
of the rehabilitation obligations for the Group at 29 February 2020 was £86 005 (February 2019: £75 180).

iii)    Acquisition of Tantalum Investment Pty Limited (“Tantalum”) in the prior year

On 2 October 2018, the Group completed the acquisition of Tantalum which has interests in tin exploration 
projects  in  Namibia.  The  total  cost  of  the  acquisition  was  £850  000.  Due  to  the  lack  of  processes  and 
outputs relating to Tantalum at the time of purchase, the Board did not consider the entity acquired to 
meet the deﬁnition of a business. As such, the Group has accounted for the acquisition of Tantalum as an 
asset purchase. Further details are disclosed in Note 12.

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iv)    Impairment indicator assessment for exploration & evaluation assets 

Determining whether an exploration and evaluation asset is impaired requires an assessment of whether 
there are any indicators of impairment, including by reference to speciﬁc impairment indicators prescribed 
in  IFRS  6  “Exploration  for  and  Evaluation  of  Mineral  Resources”.  If  there  is  any  indication  of  potential 
impairment, an impairment test is required based on value in use of the asset. The valuation of intangible 
exploration assets is dependent upon the discovery of economically recoverable deposits which, in turn, is 
dependent on future tin prices, future capital expenditures and environmental, regulatory restrictions and 
the successful renewal of licenses. The directors have concluded that there are no indications of impairment 
in respect of the carrying value of intangible assets at 29 February 2020 based on results of exploration to 
date, the status of licences, planned future development of the projects and current and forecast tin prices. 
Exploration and evaluation assets are disclosed fully in Note 13.

v)    Impairment assessment for property, plant and equipment

Management  performed  an  impairment  indicator  assessment  at  29  February  2020  and  identiﬁed  a 
potential impairment indicator based on the Group’s market capitalisation and the decrease in tin prices 
and  performed  an  impairment  test  accordingly.  The  impairment  test  was  performed  on  a  fair  value  less 
cost to sell basis and included assessments of different scenarios associated with capital development and 
expansion opportunities. The forecasts required estimates regarding forecast tin and tantalum prices, ore 
resources and production, together with operating and capital costs. The impairment test was performed 
at a discount rate of 11.7% post tax nominal.

vi)    Transfer of capitalised exploration costs to property, plant and equipment in the prior year

On 28 February 2019, the Group transferred the Uis Phase One exploration and evaluation asset to mine 
development costs. The determination that the project had reached a stage of being commercially viable 
and technically feasible for extraction represented a key judgement. In forming this judgement, the Board 
considered factors including: a) the mine permit had been awarded; b) the Project had secured funding 
for  development  and  construction  of  the  plant;  c)  the  production  phase  due  to  commence  shortly  is 
anticipated to be proﬁtable and cash generative; d) the mine development plan had been established; and 
e) the results of exploration data including internal and external assessments.

Where capitalised costs relate to both development projects and exploration projects, the Group reclassiﬁes 
a portion of the costs which are considered attributable to near-term production based on a percentage 
of the ore resource expected to be mined in the relevant phase. Judgement was involved in determining 
the  percentage  split  of  capitalised  costs  between  exploration  expenditure  and  costs  that  relate  to  the 
development  stage  asset  and  should  be  transferred  to  PPE.  In  calculating  the  percentage  split,  the  key 
inputs were total ore resource, ore resource for Phase One, nameplate capacity of the plant and estimated 
timing for Phase Two. 

3. ADOPTION OF NEW AND REVISED STANDARDS

IFRS 16 “Leases”

The  Group  adopted  IFRS  16  with  a  transition  date  of  1  March  2019.  IFRS  16  introduces  a  single  lease 
accounting model. This standard requires lessees to account for all leases under a single on-balance sheet 
model. 

The Group has applied the modiﬁed retrospective approach where the cumulative effect of initially applying 
IFRS 16 is recognised at the date of initial application. Therefore, there is no impact on any comparative 
accounting periods. The modiﬁed retrospective approach recognises the right-of-use asset at the date of 
initial application at an amount equal to the lease liability, which has been discounted using the rate implicit 
in the lease agreement.

Under the new standard, a lessee is required to recognise all lease assets and liabilities on the balance sheet; 
recognise depreciation of leased assets and interest on lease liabilities over the lease term; and separately 

58

present the principal amount of cash paid and interest in the cash ﬂow statement. The requirements of 
IFRS 16 extend to certain service contracts, such as mining contractors in which the contractor provides 
services and the use of assets, which may impact the Group. 

The Group has elected not to recognise assets and liabilities for leases with a term of 12 months or less as 
well as leases of low value items. These lease payments are recognised as an expense on a straight-line 
basis over the term of the lease.

Below is a summary of the impact upon adoption of IFRS 16 “Leases”:
A  right-of-use  asset  amounting  to  £276  547  and  corresponding  lease  liability  relating  to  the  corporate 
office building were recognised on initial application. Depreciation relating to this right-of-use asset of £58 
220 was charged during the year and ﬁnance charges of £33 128 were raised on the lease liability during 
the year.

ACCOUNTING STANDARDS AND INTERPRETATIONS NOT APPLIED

Standards, amendments and interpretations to existing standards that are not yet effective and have not 
been early adopted by the Group:

IFRS 3   

  Amendments to IFRS 3 “Business Combinations”: Deﬁnition of business 

1 January 2020

IAS 1 and IAS 8    Amendments to IAS 1 “Presentation of Financial Statements” and IAS 8

  “Accounting Policies, Changes in Accounting Estimates and Errors”: 

1 January 2020

  Deﬁnition of material  

Conceptual 

  Amendments to References to the Conceptual Framework in IFRS Standards 

1 January 2020

Framework

IFRS 17   

  IFRS 17 “Insurance Contracts”   

1 January 2021

The Directors anticipate that the adoption of these standards and interpretations in future periods will have 
no material impact on the ﬁnancial statements of the Group based on current operations.

4. SEGMENTAL REPORTING

The  reporting  segments  are  identiﬁed  by  the  management  steering  committee  (who  are  considered  to 
be the chief operating decision-makers) by the way that the Group’s operations are organised. As at 29 
February 2020, the Group operated within two operating segments, tin exploration and mining activities 
in Namibia and South Africa.

Segment results

The following is an analysis of the Group’s results by reportable segment.

South Africa
£

Namibia 
£

Total
£

Year ended 29 February 2020
Results
Other income

Associated costs

Segmental proﬁt/(loss)

Year ended 28 February 2019

Results
Other income

Associated costs

Segmental proﬁt/(loss)

 21 696 

(14 006)

 7 690 

47 336

(436 922)

(389 586)

 69 032 

(450 928)

(381 896)

 26 782 

(13 623)

13 159

59

 - 

(93 711)

(93 711)

 26 782 

(107 334)

(80 552)

 
 
 
 
 
 
 
 
 
 
The reconciliation of segmental gross loss to the Group’s loss before tax is as follows:

6. ADMINISTRATIVE EXPENSES

Segmental loss
Unallocated costs
Finance income
Finance costs

Loss before tax

Year ended
29 February 2020
£

Year ended
28 February 2019
£

(381 896)
(1 411 635) 
 3 793 
(40 719) 

(80 552)
(990 384)
 13 416 
 - 

(1 830 457)

(1 057 520)

Unallocated costs mainly comprise of corporate overheads and costs associated with being listed in London.

Other Segmental Information

As at 29 February 2020
Intangible assets
Other reportable segmental assets
Other reportable segmental liabilities
Unallocated net liabilities

Total consolidated net assets

As at 28 February 2019
Intangible assets
Other reportable segmental assets
Other reportable segmental liabilities

Unallocated net assets

Total consolidated net assets

South Africa
£

Namibia 
£

Total
£

 3 108 713 
60 323 
(64 997)
 - 

 3 104 039 

 3 214 042 
 89 103 
(70 203)
 -  

3 232 942 

4 332 305 
 13 041 793 
(774 676)
 - 
 16 599 422 

 3 798 275 
 6 061 366 
(286 546)
 - 
 9 573 095 

7 441 018 
13 102 116
(839 673)
(759 812)
 18 943 649

 7 012 317 
6 150 469 
(356 749)
 1 818 212  

14 624 249 

Unallocated net assets/liabilities are mainly comprised of cash and cash equivalents and the working 
capital facility which are managed at a corporate level.

5. REVENUE

Year ended
29 February 2020
£

Year ended
28 February 2019
£

Revenue from the sale of tin

Revenue from the sale of sand

47 336
 21 696 
 69 032 

 -  

26 782 
 26 782 

The loss for the year has been arrived at after charging:

Year ended
29 February 2020
£

Year ended
28 February 2019
£

 793 687 
128 130

- 
 88 550 
 98 988 
652 999
 52 873 
 1 815 227 

 519 823 
 22 824 

20 332 
 75 076 
 105 939 
 313 724 
 40 000 
 1 097 718 

Year ended
29 February 2020
£

Year ended
28 February 2019
£

 1 185 121 

570 042 

104 521 

75 005 

575 561 

313 860

65 470 

65 297 

Staff costs (see Note 7)
Depreciation of property, 
plant & equipment
Operating lease expense
Professional fees
Travelling expenses
Other costs
Auditor’s remuneration

7. STAFF COSTS

Staff costs capitalised under 
property, plant & Equipment

Staff costs capitalised under 
intangible assets

Staff costs recognised as 
administrative expenses

Shares issued (including 
amounts capitalised) 

Share-based payment charge 

403 562 

157 008

(including amounts
capitalised)

2 334 235

1 181 212 

Key management personnel have been identiﬁed as the Board of Directors, Frans van Daalen (Chief 
Operating Officer of the Group) and Robert Sewell (Chief Financial Officer of the Group). Details of key 
management remuneration are shown in Note 27.

The average number of staff during the year was 66 (February 2019: 22) with an average total cost for 
the year of £25 970 (February 2019: £52 693).

Emoluments of £190 932 including £65 281 of share options and shares to be issued (February 2019: 
£172 210 including £45 562 of share options and shares to be issued) were in respect of the highest-paid 
Director during the year.

60

61

 
 
 
 
 
 
 
8. FINANCE INCOME

11. LOSS PER SHARE FROM CONTINUING OPERATIONS

Year ended
29 February 2020
£

Year ended
28 February 2019
£

Bank interest

3 793

13 416 

9. FINANCE COST

Interest on lease liability
Interest on environmental 
rehabilitation liability
Bank interest

10. TAXATION

Year ended
29 February 2020
£

Year ended
28 February 2019
£

 33 128 
7 029

562

40 719

-
-

-
-

The tax expense represents the sum of the tax currently payable and deferred tax.

Year ended
29 February 2020
£

Year ended
28 February 2019
£

Factors affecting tax for 

the year:

The tax assessed for the 
year at the Guernsey 

corporation

tax charge rate of 0%, as 
explained below:

Loss before taxation

Loss before taxation 
multiplied by the 

Guernsey corporation
tax charge rate of 0%

Effects of:

Differences in tax rates 
(overseas jurisdictions)

Tax losses carried forward

Tax for the year

(1 830 457)

(1 057 520)

-

-

(327 821)

(160 094)

327 821

-

160 094

-

Accumulated losses in the subsidiary undertakings for which there is an unrecognised deferred tax asset 
are £1 797 379 (2019: £842 560).

The calculation of a basic loss per share of 0.29 pence (February 2019: loss per share of 0.23 pence), is 
calculated using the total loss for the year attributable to the owners of the Company of £1 781 962 (Feb-
ruary 2019: £1 050 074) and the weighted average number of shares in issue during the year of 623 591 
330 (February 2019: 465 473 041).

Due to the loss for the year, the diluted loss per share is the same as the basic loss per share. The number 
of potentially dilutive ordinary shares, in respect of share options, warrants and shares to be issued as at 
29 February 2020 is 69 080 819 (February 2019: 48 566 727). These potentially dilutive ordinary shares 
may have a dilutive effect on future earnings per share.

As part of the issuing of loan notes subsequent to year end (Refer to Note 26), 20 500 000 warrants 
were issued.

12. ASSET ACQUISITION

Acquisition of Tantalum Investment Pty Limited (“Tantalum”) in the prior year

On 2 October 2018, the Group completed the acquisition of Tantalum which has interests in tin explo-
ration projects in Namibia. The consideration of £850 000 was settled by way of issue of 25 000 000 
ordinary shares of the Company which were issued to a group of sellers. Due to the lack of processes and 
outputs relating to Tantalum at the time of purchase, the Board does not consider the entity acquired to 
meet the deﬁnition of a business. As such, the Group has accounted for the acquisition of Tantalum as an 
asset purchase.

The relative fair values of the identiﬁable assets and liabilities acquired and included in the
consolidation are:

Intangible assets – exploration and evaluation 

£
850 000

13. INTANGIBLE ASSETS

As at 28 February 2018
Additions for the year – other expenditure

Additions for the year – acquisition of Tantalum

Reclassiﬁcation to property,
plant and equipment

Foreign exchange difference

As at 28 February 2019
Additions for the year - other expenditure

Exchange differences

As at 29 February 2020

Exploration and 
evaluation assets
£

Computer 
software
£

 6 300 864 
 570 767 

 850 000 

(488 891)

(220 423)
 7 012 317 
 522 131 

(209 954)

7 324 494 

 - 
 - 

 - 

 - 

 - 

 -  

125 894 

(9 370)
 116 524 

Total
£

 6 300 864 
 570 767 

 850 000 

(488 891)

(220 423)

 7 012 317 
 648 025 

(219 324)

7 441 018

For the purposes of impairment testing, the intangible exploration and evaluation assets are allocated to 
the Group’s cash-generating units, which represent the lowest level within the Group at which the intan-
gible exploration and evaluation assets are measured for internal management purposes, which is not 
higher than the Group’s operating segments as reported in Note 4.

62

63

 
 
 
 
 
 
 
 
 
  
The amounts for intangible exploration and evaluation assets represent costs incurred on active exploration 
projects. Amounts capitalised are assessed for impairment indicators under IFRS 6 at each year end as 
detailed in the Group’s accounting policy. In addition, the Group routinely reviews the economic model and 
reasonably possible sensitivities and considers whether there are indicators of impairment.

15. INVENTORIES

The directors have concluded that there are no indicators of impairment in respect of the carrying value 
of  exploration  and  evaluation  assets  at  29  February  2020  based  on  planned  future  development  of  the 
projects and current and forecast tin prices. In making this assessment a tin price of USD16 500/tonne was 
used.

Tin concentrate on hand
Consumables

29 February 2020
£

28 February 2019
£

 185 338 
 61 572 

246 910

 - 
 25 221 

25 221

The Company’s subsidiary, Greenhills Resources Limited has the following:

i) 

a 74% interest in Renetype Pty Limited (“Renetype”) which holds an interest in Prospecting Right  
2205.

ii)  an 85% interest in Uis Tin Mining Company Pty Limited (“UTMC”) which holds an interest in mining  

rights, ML129, ML133 and ML134.

iii)  a 50% interest in Jaxson 641 Pty Limited (“Jaxson”) which holds an interest in Prospecting Right 428.
iv)  a 74% interest in Zaaiplaats Mining Pty Limited (“Zaaiplaats”) which holds an interest in Prospecting  

Right 183.

The Company has a 100% interest in Tantalum Investment Pty Limited (“Tantalum”) which holds an interest 
in Exclusive Prospecting Licence 5445 and Exclusive Prospecting Licence 5670.

14. PROPERTY, PLANT AND EQUIPMENT

n
o
i
t
c
u
r
t
s
n
o
C

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e
d
n
u
t
e
s
s
A

i

g
n
n
M

i

d
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a
L

i

g
n
n
o
i
s
s
i
m
m
o
c
e
D

t
e
s
s
A

Cost

As at 28 February 2018
Additions for the year – other 

expenditure
Transfer from exploration and 
evaluation asset

Foreign exchange differences

As at 28 February 2019
Additions for the year - other 
expenditure
Exchange differences

15 366

518 841

-  

- 

-  

4 721 734

78 168

488 891

-  

(1 927)

13 439

(233 695)

(2 988)

5 495 771

75 180

-  
(1 001)

7 370 105
(864 947)

10 715
(6 398)

As at 29 February 2020

12 438

12 000 929

79 497

e
s
u
-
f
o
-
t
h
g
R

i

t
e
s
s
A

 - 

 - 

 - 

 - 

t
n
e
m
p
u
q
E

i

r
e
t
u
p
m
o
C

4 540

e
r
u
t
i
n
r
u
F

-  

s
e
l
c
i
h
e
V

l
a
t
o
T

-  

538 747

64 701

74 065

88 902

5 027 570

-  

-  

-  

488 891

(3 043)

66 198

(2 831)

71 234

(3 398)

(247 882)

85 504

5 807 326

276 547 
(20 583)
 255 964 

35 768
(7 593)

94 373

20 290
(6 776)

84 748

-  
(6 369)

7 713 425
(931 667)

79 135

12 607 084

Accumulated Depreciation

As at 28 February 2018
Charge for the year
Exchange differences

As at 28 February 2019
Charge for the year

Exchange differences

As at 29 February 2020

Net Book Value

As at 29 February 2020
As at 28 February 2019

As at 28 February 2018

-  
-  
-  

-  

-  

-  

-  

-  
-  
-  

-  

-  

-  

-  

-  
-  
-  

-  

-  

-  

-  

 - 
 - 
 - 

 - 

 58 220 

(4 333)

53 887 

378
11 135
(473)

11 040
32 573

(3 274)

40 339

-  
4 280
(164)

4 116
15 962

(1 468)

18 610

-  
7 409
(282)

7 127
21 375

(2 122)

26 380

378
22 824
(919)

22 283
128 130

(11 197)

139 216

12 438
13 439

15 366

12 000 929
5 495 771

518 841

79 497
75 180
-  

202 077
 - 

 - 

54 034
55 158

4 162

66 138
67 118
-  

52 755
78 377
-  

12 467 868
5 785 043

538 369

16. TRADE AND OTHER RECEIVABLES

Trade receivables
Other receivables
VAT receivables

29 February 2020
£

28 February 2019
£

 42 772 
 111 614 
 494 336 
 648 722 

 42 463 
 83 615 
 348 885 
 474 963 

The  Directors  consider  that  the  carrying  amount  of  trade  and  other  receivables  approximates  to  their 
fair value due to their short-term nature. No allowance for any expected credit losses against any of the 
receivables is provided.

The total trade and other receivables denominated in South African Rand amount to £65 288 (February 
2019: £80 662) and denominated in Namibian Dollars amount to £517 322 (February 2019: £316 307).

17. CASH AND CASH EQUIVALENTS

29 February 2020
£

28 February 2019
£

Cash on hand and in bank

574 600

1 781 335 

Cash and cash equivalents (which are presented as a single class of assets on the face of the Statement 
of  Financial  Position)  comprise  cash  at  bank.  The  Directors  consider  that  the  carrying  amount  of  cash 
and cash equivalents approximates their fair value. The total cash and cash equivalents denominated in 
South  African  Rand  amount  to  £48  887  (February  2019:  £82  287),  the  total  cash  and  cash  equivalents 
denominated in Namibian Dollars amount to £240 623 (February 2019: £660 190) and the total cash and 
cash equivalents denominated in US Dollars amount to £132 (February 2019: £132).

18. BORROWINGS

29 February 2020
£

28 February 2019
£

Working capital facility

1 230 961

-

On 16 August 2019, a working capital facility of N$35 000 000 (approximately £2 million) and a VAT facility 
for N$8 000 000 (approximately £456 000) was entered into between the Company’s subsidiary, AfriTin 
Mining (Namibia) Pty Limited and Nedbank Namibia.

64

65

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The VAT facility is secured by assessed/audited VAT returns (refunds) which have not been paid by Namibia 
Inland Revenue. Nedbank Namibia provides a facility amounting to 70% of the total unpaid refunds. Any 
drawdowns against this facility are repaid to the bank upon receipt of cash from Namibia Inland Revenue.

The working capital facility and the VAT facility were reviewable on 31 July 2020 and were renewed post 
period end. Interest accrues on these loans at the prime rate charged by Nedbank Namibia.

Both AfriTin, as the parent company of AfriTin Mining (Namibia) Pty Limited, and Bushveld Minerals Limited 
(“Bushveld”), a shareholder holding approximately 8% of the Company, provide collateral in the form of a 
joint suretyship.

Included  within  the  facility  amount  of  N$35  000  000,  Nedbank  Namibia  have  provided  AfriTin  Mining 
(Namibia) Pty Limited with a N$4 117 500 guarantee to Namibia Power Corporation Pty Limited in relation 
to a deposit for the supply of electrical power. As a result of the guarantee provided by Nedbank Namibia, 
no cash was paid over for the deposit.

Provision for future environmental rehabilitation and decommissioning costs are made on a progressive 
basis.  Estimates  are  based  on  costs  that  are  regularly  reviewed  and  adjusted  appropriately  for  new 
circumstances.  The  environmental  rehabilitation  liability  is  based  on  disturbances  and  the  required 
rehabilitation as at 29 February 2020.

The rehabilitation provision represents the present value of decommissioning costs relating to the dismantling 
of mechanical equipment and steel structures related to the Phase 1 Pilot Plant, the demolishing of civil 
platforms and reshaping of earthworks. A provision for this requires estimates and assumptions to be made 
around the relevant regulatory framework, the magnitude of the possible disturbance and the timing, extent 
and costs of the required closure and rehabilitation activities. In calculating the appropriate provision, cost 
estimates  of  the  future  potential  cash  outﬂows  based  on  current  studies  of  the  expected  rehabilitation 
activities and timing thereof are prepared. These forecasts are then discounted to their present value using 
a risk-free rate speciﬁc to the liability. In determining the amount attributable to the rehabilitation liability, 
management used a discount rate of 9.35%, an inﬂation rate of 5.5% and an estimated mining period of 38 
years. Actual rehabilitation and decommissioning costs will ultimately depend upon future market prices 
for the necessary rehabilitation works and timing of when the mine ceases operation.

19. TRADE AND OTHER PAYABLES

21. LEASE LIABILITY

29 February 2020
£

28 February 2019
£

A lease liability is raised for the rental of an office building. The lease commenced on 1 December 2018 and 
has a term of 5 years.

Trade payables
Other payables
Accruals

  570 779 
 71 117 
 252 934 
 894 830 

  266 184 
 110 716 
 2 550 
 379 450 

Trade  and  other  payables  principally  comprise  amounts  outstanding  for  trade  purchases  and  on-going 
costs. The average credit period taken for trade purchases is 30 days.

The Group has ﬁnancial risk management policies in place to ensure that all payables are paid within the 
pre-arranged credit terms. No interest has been charged by any suppliers as a result of late payment of 
invoices during the year.

The  Directors  consider  that  the  carrying  amount  of  trade  and  other  payables  approximates  to  their  fair 
value.

The  total  trade  and  other  payables  denominated  in  South  African  Rand  amount  to  £165  988  (February 
2019: £149 684) and £622 762 (February 2019: £179 394) is denominated in Namibian Dollars.

20. ENVIRONMENTAL REHABILITATION LIABILITY

Balance at 28 February 2018
Increase in provision
Foreign exchange differences

Balance at 28 February 2019
Increase in provision
Interest expense

Foreign exchange differences

Balance at 29 February 2020

£

 - 

 78 168 
(2 988)
 75 180 
 10 717 
7 029

(6 921)
 86 005 

66

The following is a reconciliation of the operating lease commitment to the lease liability as at 1 March 2019:

Operating lease commitment as at 1 March 2019
Less the effect of discounting using the incremental 
borrowing rate as at the date of initial application

Lease liability raised

Balance at 28 February 2019
Additions

Interest expense

Lease payments

Foreign exchange differences

Balance at 29 February 2020

£

389 317

(112 770)
 276 547

£

-
276 547

33 128

(68 015)

(17 987)
 223 673

The following is the split between the current and the non-current portion of the liability

Non-current liability
Current liability

29 February 2020
£

28 February 2019
£

 - 
 -

-

 181 544 
 42 129 

 223 673 

67

22. SHARE CAPITAL 

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

Balance at 28 February 2018 
Capital raise - 14 June 2018
Share issue costs - excluding warrants
Share issue costs - fair value of warrants 
Shares issued to Hannam & Partners
“Tantalum” Acquisition 

Balance at 28 February 2019
Capital raise - 22 May 2019
Share issue costs 
Shares issued to Hannam & Partners
Shares issued to directors/employees

Balance at 29 February 2020

Number of 

ordinary shares of 

no par value issued 

and fully paid

 297 481 929 
 220 515 292 
 - 
 - 
 1 591 304 
 25 000 000 

 544 588 525 
 99 613 074 
-
 327 868 
 8 616 906 

 653 146 373 

Share Capital

£

 10 853 631 
 5 953 913 
(325 858)
(48 868)
 54 900 
 850 000 

 17 337 718 
 2 988 392 
(111 687)
 10 000 
 262 816 
 20 487 239 

Authorised: 966 302 399 ordinary shares of no par value
Allotted, issued and fully paid: 653 146 373 shares of no par value

On 2 October 2018, AfriTin Mining Limited acquired the entire issued share capital of Tantalum Investment 
Pty  Limited,  containing  Namibian  exploration  licenses  EPL5445  and  EPL5670  for  the  exploration  of  tin, 
tantalum and other associated minerals from Jan Jonathan Serfontein. The purchase price of £850 000 
was settled by way of issue of 25 000 000 ordinary shares in the Company, at a price of 3.40p.

On 22 May 2019, AfriTin Mining Limited completed an equity fundraising by way of a direct subscription of 
99 613 074 ordinary shares of no par value in the Company at a price of 3 pence per share.

On  10  December  2019,  8  616  906  ordinary  shares  of  no  par  value  were  issued  to  various  directors  and 
employees in lieu of payment of director fees and part settlement of salaries. Furthermore 327 868 shares 
were  issued  to  Hannam  and  Partners,  in  accordance  with  the  terms  of  their  broker  agreement  with  the 
Company. These shares were issued at a price of 3.05 pence per share.

23. WARRANT RESERVE

The following warrants were granted during the year ended 28 February 2019:

Date of grant   
Number granted 
Contractual life 
Estimated fair value per warrant (£)  

23 January 2019
3 800 000
2 years
0.01286

The following warrants were granted during the period ended 28 February 2018:

Date of grant   
Number granted 
Contractual life 
Estimated fair value per warrant (£)  

9 November 2017
1 871 939 
3 years
0.01591

Date of grant   
Share price at grant date (pence) 
Exercise price (pence) 
Expected life   
Expected volatility 
Expected dividends 
Risk-free interest rate  

  23 January 2019 
  4.15 
  4.50   
  2 years 
  60%   
  Nil 
  1.24%  

9 November 2017
3.90
3.90
3 years
60%
Nil
1.24% 

In accordance with the terms of a Demerger Agreement between Bushveld Minerals Limited and AfriTin 
Mining Limited, Bushveld warrant holders were entitled to exercise the same amount of warrants in AfriTin 
for  £nil  consideration  subject  to  the  demerger  ratio  of  0.0899.  This  agreement  effectively  gave  rise  to 
43  120  AfriTin  warrants  on  admission.  In  the  period  to  28  February  2018,  17  137  of  these  warrants  were 
exercised. The remaining 25 983 of these warrants expired during the year ended 28 February 2019.

The warrants in issue during the year are as follows:

Outstanding at 28 February 2018

Exercisable at 28 February 2018
Granted during the year
Expired during the year
Exercised during the year

Outstanding at 28 February 2019

Exercisable at 28 February 2019
Granted during the year
Expired during the year
Exercised during the year

Outstanding at 29 February 2020

Exercisable at 29 February 2020

 1 897 922 
 1 897 922 
 3 800 000 
(25 983)
 - 

 5 671 939 

 5 671 939 
 - 
 - 
 - 
 5 671 939 
 5 671 939 

The  warrants  outstanding  at  the  year-end  have  an  average  exercise  price  of  £0.043  (February  2019: 
£0.043), with a weighted average remaining contractual life of 0.83 years (February 2019: 1.83 years).

In the year ended 29 February 2020, there were no warrant charges (February 2019: £48 868) accounted 
for as there were no warrant issues during the year.

24. SHARE-BASED PAYMENT RESERVE

Director share options

The following director share options were granted during the year ended 29 February 2020:

Date of grant   
Number granted 
Vesting period 
Contractual life 
Estimated fair value 
per option (pence) 

18 October 2019 
3 200 000 
1 year   
5 years  
1.4790   

18 October 2019 
3 200 000 
2 years  
5 years  
1.3340  

18 October 2019 
3 200 000 
3 years 
5 years 
1.2510

68

69

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

Employee share options

18 October 2019 

Date of grant    
Share price at grant date (pence)  3.15 
3.75 
Exercise price (pence) 
18 October 2024 
Expiry date 
60% 
Expected volatility 
Nil 
Expected dividends 
1.24% 
Risk-free interest rate  

18 October 2019 
3.15 
4.50 
18 October 2024 
60% 
Nil 
1.24% 

18 October 2019 
3.15 
5.00 
18 October 2024 
60%
Nil 
1.24%

The following director share options were granted during the year ended 28 February 2019:

Date of grant   
Number granted 
Vesting period 
Contractual life 
Estimated fair value 
per option (pence) 

14 June 2018   
8 750 000 
1 year   
5 years  
1.1040   

14 June 2018   
4 375 000 
18 months 
5 years  
0.9090 

14 June 2018 
4 375 000 
2 years 
5 years 
0.7280

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

Date of grant   
Share price at grant date (pence) 
Exercise price (pence) 
Expiry date 
Expected volatility 
Expected dividends 
Risk-free interest rate  

14 June 2018   
2.8 
4.5 
14 June 2023   
60% 
Nil 
1.24% 

14 June 2018   
2.8 
6.0 
14 June 2023   
60% 
Nil 
1.24% 

14 June 2018 
2.8 
8.0 
14 June 2023 
60%
Nil 
1.24%

The director share options in issue during the year are as follows:

Outstanding at 1 March 2018
Granted during the year
Forfeited during the year

Exercised during the year

Expired during the year

Outstanding at 28 February 2019

Exercisable at 28 February 2019
Granted during the year

Forfeited during the year
Exercised during the year

Expired during the year

Outstanding at 29 February 2020

Exercisable at 29 February 2020

 - 

 17 500 000 
 - 

 - 

 - 
 17 500 000 
 - 

 9 600 000 

 - 
 - 

 - 
 27 100 000 
 13 125 000 

The director share options outstanding at the year-end have an average exercise price of £0.053 (February 
2019: £0.058), with a weighted average remaining contractual life of 3.77 years (February 2019: 4.29 years).

The director must remain as a director of the Company for the share options to vest. There are no market-
based vesting conditions on the share options.

The following employee share options were granted during the year ended 29 February 2020:

Date of grant   
Number granted 
Vesting period 
Contractual life 
Estimated fair value 
per option (pence) 

18 October 2019 
4 110 001 
1 year   
5 years  
1.4790   

18 October 2019 
4 110 000 
2 years  
5 years  
1.3340  

18 October 2019 
4 109 999 
3 years 
5 years 
1.2510

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

18 October 2019 

Date of grant   
Share price at grant date (pence)  3.15 
3.75 
Exercise price (pence) 
18 October 2024 
Expiry date 
60% 
Expected volatility 
Nil 
Expected dividends 
1.24% 
Risk-free interest rate  

18 October 2019 
3.15 
4.50 
18 October 2024 
60% 
Nil 
1.24% 

18 October 2019 
3.15 
5.00 
18 October 2024 
60%
Nil 
1.24%

The following employee share options were granted during the year ended 28 February 2019:

Date of grant   
Number granted 
Vesting period 
Contractual life 
Estimated fair value 
per option (pence) 

1 October 2018 
11 250 000 
1 year   
5 years  
1.5750   

1 October 2018 
5 625 000 
18 months 
5 years  
1.3240   

1 October 2018 
5 625 000 
2 years 
5 years 
1.0830

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

1 October 2018 

Date of grant   
Share price at grant date (pence)  3.5 
4.5 
Exercise price (pence) 
30 September 2023  30 September 2023  30 September 2023 
Expiry date 
60% 
Expected volatility 
Nil 
Expected dividends 
1.24% 
Risk-free interest rate  

1 October 2018 
3.5 
6.0 

1 October 2018 
3.5 
8.0 

60% 
Nil 
1.24% 

60%
Nil 
1.24%

70

71

 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The employee share options in issue during the year are as follows:

SIGNIFICANT ACCOUNTING POLICIES

Outstanding at 1 March 2018
Granted during the year

Forfeited during the year

Exercised during the year
Expired during the year

Outstanding at 28 February 2019

Exercisable at 28 February 2019
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year

Outstanding at 29 February 2020

Exercisable at 29 February 2020

 - 

 22 500 000 

 - 

 - 
 - 
 22 500 000 
 - 
 12 330 000 
 - 
 - 
-
 34 830 000 
 11 250 000 

The employee share options outstanding at the year-end have an average exercise price of £0.053 (February 
2019: £0.058), with a weighted average remaining contractual life of 3.96 years (February 2019: 4.59 years)

The employee must remain in employment with the Company for the share options to vest. There are no 
market-based vesting conditions on the share options.

Director shares to be issued

Directors fees of £24 050 (February 2019: £24 050) are owing to the directors at the end of the year. These 
fees will be settled through the issuing of shares. The corresponding credit has been recorded in the share-
based payment reserve.

Employee shares to be issued

Details of the signiﬁcant accounting policies and methods adopted including the criteria for recognition, 
the basis of measurement and the basis for recognition of income and expenses for each class of ﬁnancial 
asset, ﬁnancial liability and equity instrument are disclosed in note 2.

PRINCIPAL FINANCIAL INSTRUMENTS

The principal ﬁnancial instruments used by the Group, from which ﬁnancial instrument risk arises, are as 
follows:

•  Trade and other receivables
•  Cash and cash equivalents
•  Trade and other payables
•  Borrowings
•  Lease liability
•  Convertible loan notes

CATEGORIES OF FINANCIAL INSTRUMENTS

The Group holds the following ﬁnancial assets:

Year ended
29 February 2020
£

Year ended
28 February 2019
£

Measured at amortised cost:
Trade and other receivables
Cash and cash equivalents

Total ﬁnancial assets

154 386 
 574 600 
 728 986 

 126 805 
 1 781 335 

 1 908 140 

Employee salaries of £13 961 (February 2019: £41 248) are owing to employees at the end of the year. These 
fees will be settled through the issuing of shares. The corresponding credit has been recorded in the share-
based payment reserve.

The Group holds the following ﬁnancial liabilities:

25. FINANCIAL INSTRUMENTS

The Group is exposed to the risks that arise from its use of ﬁnancial instruments. This note describes the 
objectives, policies and processes of the Group for managing those risks and the methods used to measure 
them.  Further  quantitative  information  in  respect  of  these  risks  is  presented  throughout  these  ﬁnancial 
statements.

CAPITAL RISK MANAGEMENT

The  Group  manages  its  capital  to  ensure  that  entities  in  the  Group  will  be  able  to  continue  as  going 
concerns while maximizing returns to shareholders. In order to maintain or adjust the capital structure, the 
Group may issue new shares or arrange debt ﬁnancing.

The  capital  structure  of  the  Group  consists  of  cash  and  cash  equivalents  and  equity,  comprising  issued 
capital, issued convertible loan notes and retained losses.

The Group is not subject to any externally imposed capital requirements.

Year ended
29 February 2020
£

Year ended
28 February 2019
£

Measured at amortised cost:

Trade and other payables 
Borrowings

Lease liability

Total ﬁnancial liabilities

894 830 
1 230 961

223 673

2 349 464 

379 450 
-

-

379 450 

Maturity analysis of the contractual undiscounted cashﬂows:

Trade and other payables

Borrowings

Lease Liability

Up to
3 months

Between 3
and 12 months

Between 1
and 2 years

Between 2
and 5 years

894 830

-

9 705

904 535

-

1 230 961

32 424

1 263 385

-

-

53 753

53 753

-

-

127 791

127 791

72

73

 
 
 
GENERAL OBJECTIVES, POLICIES AND PROCESSES

LIQUIDITY RISK

The Board has overall responsibility for the determination of the Group’s risk management objectives and 
policies.  The  Board  receives  reports  through  which  it  reviews  the  effectiveness  of  the  processes  put  in 
place and the appropriateness of the objectives and policies it sets.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly 
affecting the Group’s competitiveness and ﬂexibility. Further details regarding these policies are set out 
below:

CREDIT RISK

The Group’s principal ﬁnancial assets are bank balances and trade and other receivables.

Credit risk arises principally from the Group’s cash balances. Credit risk is the risk that the counterparty 
fails to repay its obligation to the Group in respect of amounts owed. The Group gives careful consideration 
to which organisations it uses for its banking services in order to minimize credit risk. Credit risk relating 
to  other  receivables  is  minimal.  There  are  no  formal  procedures  in  place  for  monitoring  and  collecting 
amounts owed to the Group. A risk management framework will be developed over time, as appropriate to 
the size and complexity of the business.

The concentration of the Group’s credit risk is considered by counterparty, geography and by currency. 
The Group has split its cash reserves across multiple banks in an effort to mitigate credit risk. The Pound 
Sterling and US Dollar accounts are held with a bank in Mauritius which has a rating of Baa1 (Moody’s), the 
Rand account is held with a bank in South Africa which has a rating of Ba1 (Moody’s) and the Namibian 
Dollar account is held with a bank in Namibia with a rating of Ba2 (Moody’s). While the credit ratings of the 
countries in which the cash is held have been downgraded during the year, the banks chosen remain stable 
and do not present any further risks.

The concentration of credit risk was as follows:

Currency
Sterling

USD
South African Rand

Namibian Dollars

29 February 2020
£

28 February 2019
£

 284 958 

 132 
 48 887 

 240 623 
 574 600 

1 038 726 

 132 
 82 287 

 660 190 
 1 781 335 

There are no other signiﬁcant concentrations of credit risk as at the balance sheet date.

At  29  February  2020,  the  Group  held  no  collateral  as  security  against  any  ﬁnancial  asset.  The  carrying 
amount of ﬁnancial assets recorded in the ﬁnancial statements, net of any allowances for losses, represents 
the Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained. 
At 29 February 2020, no ﬁnancial assets were past their due date. The Group applies IFRS 9 to measure 
expected credit losses for receivables and these are regularly monitored and assessed. There has been no 
impairment of ﬁnancial assets during the year. Management considers the above measures to be sufficient 
to control the credit risk exposure.

Liquidity  risk  is  the  risk  that  the  Group  will  encounter  difficulty  in  meeting  its  ﬁnancial  obligations  as 
they fall due. Ultimate responsibility for liquidity risk management rests with the Board of Directors. The 
Board manages liquidity risk by regularly reviewing the Group’s gearing levels, cash-ﬂow projections and 
associated headroom and ensuring that excess banking facilities are available for future use.

The  Group  maintains  good  relationships  with  its  banks,  which  have  high  credit  ratings  and  its  cash 
requirements are anticipated via the budgetary process. At 29 February 2020, the Group had £574 600 
(2019: £1 781 335) of cash reserves.

MARKET RISK

The Group’s activities expose it primarily to the ﬁnancial risk of changes in foreign currency exchange rates 
and interest rates.

Interest rate risk

The Group was exposed to minimal interest rate risk during the year. For this reason, no sensitivity analysis 
has been performed regarding interest rate risk.

Foreign exchange risk

The Group has foreign currency denominated assets and liabilities. Exposure to exchange rate ﬂuctuations 
therefore arise. The carrying amount of the Group’s foreign currency denominated monetary assets and 
liabilities, all in Pound Sterling, are shown below.

Cash and cash 
equivalents

Other receivables

Trade and other payables
Borrowings

Year ended
29 February 2020
£

Year ended
28 February 2019
£

 289 642 

 742 609 

88 274 

(788 750)
(1 230 961)

(1 641 795)

48 811 

(329 078)
 - 
 462 342 

The  Group  is  exposed  to  a  level  of  foreign  currency  risk.  Due  to  the  minimal  level  of  foreign  exchange 
transactions, the Directors currently believe the foreign currency risk is at an acceptable level.

The  Group  does  not  enter  into  any  derivative  ﬁnancial  instruments  to  manage  its  exposure  to  foreign 
currency risk.

The following table details the Group’s sensitivity to a 10% increase and decrease in the Pound Sterling 
against the Rand and the Namibian Dollar. 10% is the sensitivity rate used when reporting foreign currency 
risk internally to key management personnel and represents management’s assessment of the reasonable 
possible  change  in  foreign  currency  rates.  The  sensitivity  analysis  includes  only  outstanding  foreign 
currency denominated monetary items and adjusts their translation at the year end for a 10% change in 
foreign currency rates.

74

75

  
 
 
 
Rand denominated 
monetary items
£

Rand currency impact
Strengthening
£

Rand currency impact
Weakening
£

Assets

Liabilities

 92 269 

(165 988)

(73 719)

 101 496 

(182 586)

(81 090)

 83 042 

(149 389)

(66 347)

Namibian dollar 
denominated 
monetary items
£

  285 515 
(1 853 724)

(1 568 209)

Namibian dollar 
currency impact
Strengthening
£

  314 067 
(2 039 096)

(1 725 029)

Namibian dollar 
currency impact
Weakening
£

  256 964 
(1 668 351)

(1 411 387)

Assets
Liabilities

26. EVENTS AFTER BALANCE SHEET DATE

Loan note facility

On 5 May 2020, loan notes to the value of £2 050 000 were issued. The loan notes bear an interest rate of 
10% per annum (payable in full on redemption) and have a 12-month term. The redemption of the notes can 
be by way of cash or shares, but the repayment mechanism will be by way of mutual agreement and the 
Company is not obliged to issue shares. The notes are unsecured and rank in subordination to the working 
capital facility with Nedbank Namibia.

As part of the agreement, the subscribers to the notes received 10 warrants for each £1 subscribed, each 
warrant giving the holder the right to subscribe for one share in AfriTin. The warrants can be exercised at 
any time from the date of issue and will lapse after 3 years. The exercise price of the warrants is 1.95 pence.

Equity Fundraising

On 3 August 2020, the Company completed an equity fundraising by way of a placing and direct subscription 
of 145,238,089 ordinary shares of no par value in the Company at a price of 2.1 pence per share, to raise 
approximately £3 million before expenses.

COVID-19

Post  the  period  under  review,  following  the  global  outbreak  of  the  COVID-19  pandemic,  new  legislation 
was implemented by the Government of Namibia. In order to tackle the spread of COVID-19, the Namibian 
Government  announced  a  21-day  lockdown  effective  27  March  2020.  Under  the  government  legislation, 
mining operations were categorised as critical economic services and minimum operational activity was 
permitted to continue, including critical maintenance work. To comply with this directive, the Uis tin mine 
suspended  mining  from  the  open  pit  but  continued  feeding  the  processing  plant  from  the  run-of-mine 
stockpile  during  this  period.  Full  production  has  since  resumed  and  the  Company  continues  to  operate 
the Uis tin mine at full scale despite ongoing COVID-19 measures in Namibia and South Africa. The health, 
safety and well-being of our employees, contractors and the local community are of utmost importance 
to the Company. All necessary steps to mitigate a possible outbreak have been taken, and the Company is 
pleased to report that there continue to be no conﬁrmed cases of COVID-19 at the Uis tin mine.

27. RELATED-PARTY TRANSACTIONS

Balances and transactions between the Company and its subsidiaries, which are related parties, have been 
eliminated on consolidation and are not disclosed in this note.

Goldiblox Pty Limited (“Goldiblox”) is a related party due to Frans van Daalen, key management personnel 
of AfriTin Mining Limited being a 50% shareholder of Goldiblox. During the prior year, Goldiblox charged 
the Group £66 554 for management services. Furthermore, the Group acquired a DMS plant from Goldiblox 
during the current year for £155 678. At year end, the Group did not owe Goldiblox any funds.

Bushveld Minerals Limited (“Bushveld”) is a related party due to Anthony Viljoen, Chief Executive Officer, 
being a Non-Executive Director on the Bushveld Board. During the year, Bushveld charged the Group £85 
596 (February 2019: £22 477) for use of office space and £nil (February 2019: £18 592) for employee costs. 
At year end, the Group owed Bushveld £71 762. Furthermore, Bushveld provide suretyship of £1 491 000 as 
collateral for the Nedbank Namibia working capital facility.

The remuneration of the key management personnel of the Group, which includes the Directors, Frans van 
Daalen and Robert Sewell, is set out below.

29 February 2020

Shares

Issued in 

Shares

Relation to 

/Share 

Director

Director

Options

Fees/Salary

Fees/Salary

£

£

£

Other

Fees

£

Total

£

17 626 
 15 471 
 15 471 

 15 471 

40 000 
 - 
 13 000 

 25 000 

- 
 28 772 
 12 000 

 - 

- 
 - 
 22 000 

 - 

57 626 
 44 243 
 62 471 

 40 471 

41 440

23 841

 125 650 

 - 

 190 932 

43 078 

55 147

87 257 

68 944

10 994

114 656 

 - 

 - 

185 482 

194 594 

217 501 

167 983

368 335 

22 000 

775 819 

Non-Executive Directors
Glen Parsons (Chairman)
Terence Goodlace
Laurence Robb

Roger Williams

Executive Director
Anthony Viljoen

(Chief Executive Officer) 

Other key

management personnel
Robert Sewell
(Chief Financial Officer)

Frans van Daalen

(Chief Operating Officer)

76

77

 
 
  
 
 
 
 
 
 
 
28 February 2019

Foreign currency translation reserve

The  foreign  currency  translation  reserve  comprises  all  foreign  exchange  differences  arising  from  the 
translation of entities with a functional currency other than Pound Sterling.

Retained earnings/accumulated deﬁcit

The retained earnings/accumulated deﬁcit represents the cumulative proﬁt and loss net of distribution to 
owners.

Shares

Issued in 

Shares

Relation to 

/Share 

Director

Director

Options

Fees/Salary

Fees/Salary

£

£

£

15 100
 12 583 
12 583 
12 583 

12 333
-
4 008
7 708

 - 
 21 996 
 12 000 
 - 

Other

Fees

£

 - 
 - 
 - 
 - 

Total

£

27 433 
 34 579 
 28 591 
 20 291 

 35 233 

10 329

 126 648 

 - 

 172 210 

 10 641 

6 979

 83 851 

 18 380 

8 166

 112 302 

 - 

 - 

101 471 

 138 848 

117 103 

49 524

356 797 

 - 

523 425 

Non-Executive Directors
Glen Parsons (Chairman)
Terence Goodlace
Laurence Robb
Roger Williams

Executive Director
Anthony Viljoen
(Chief Executive Officer) 

Other key

management personnel
Robert Sewell
(Chief Financial Officer)
Frans van Daalen*
(Chief Operating Officer)

*Salary cost of £28 266 was paid to Frans van Daalen via Goldiblox.

28. RESERVES WITHIN EQUITY

Share capital

Ordinary shares are classiﬁed as equity. Incremental costs directly attributable to the issue of new shares 
or options are shown in equity as a deduction, net of tax, from the proceeds.

Convertible loan note reserve

The convertible loan note reserve represents proceeds on issue of convertible loan notes relating to equity 
component.

On 26 November 2019, the Group raised £3.8m through the issuing of convertible loan notes which mature 
in May 2021. The instruments entitle the holders to a 10% coupon. Under the terms of the instrument the 
Group can elect to settle the loan note into a ﬁxed number of shares at a 4p conversion rate. The Group 
can elect to redeem the loan notes early in cash at a premium of 10%. As there is no obligation to settle in 
cash the loan notes have been accounted for in equity as an increase in the convertible loan note reserve.

Warrant reserve

The warrant reserve represents the cumulative charge to date in respect of unexercised share warrants at 
the balance sheet date.

Share-based payment reserve

The  share-based  payment  reserve  represents  the  cumulative  charge  to  date  in  respect  of  unexercised 
share options at the balance sheet date as well as fees/salaries owed to directors/employees to be settled 
through the issuing of shares.

78

 
 
 
 
 
NOTICE OF ANNUAL 
GENERAL MEETING 

NOTICE OF ANNUAL GENERAL MEETING

AfriTin Mining Limited
 (Incorporated in Guernsey under registered number 63974) 

Registered office: 

18-20 Le Pollet, St Peter Port Guernsey, GY1 1WH

28 August 2020 

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY IS IMPORTANT AND REQUIRES 
YOUR IMMEDIATE ATTENTION 

If you are in any doubt as to what action you should take, you are recommended to seek your own ﬁnancial 
advice  immediately  from  your  stockbroker,  bank  manager,  solicitor,  accountant  or  other  independent 
ﬁnancial advisor who specialises in advising on shares or other securities and who is, in the case of UK 
shareholders, authorised under the Financial Services and Market Act 2000. 

If  you  have  sold  or  transferred  your  shares  in  AfriTin  Mining  Limited,  please  forward  this  document  at 
once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or 
transfer was effected, for delivery to the purchaser or transferee. If you have sold or transferred part of 
your registered holding of shares, please consult the stockbroker, bank or other agent through whom the 
sale or transfer was effected. 

Notice of an Annual General Meeting of AfriTin Mining Limited to be held at 11:00 am on 29 September 
2020  at  18-20  Le  Pollet,  St  Peter  Port,  Guernsey,  GY1  1WH.  Members  of  the  Company  are  requested  to 
return the enclosed Form of Proxy which, to be valid, must be completed and returned in accordance with 
the instructions printed thereon so as to be received as soon as possible by the Company’s Registrars, Link 
Asset Services, PXS, 34 Beckenham Road, Beckenham, BR3 4TU, but in any event so as to be received by 
the company Secretary at the registered office in accordance with the provisions of the Company’s Articles 
of Incorporation not less than 48 hours (excluding any non-business days) before the time appointed for 
the Annual General Meeting. Completion and return of a Form of Proxy will not preclude a member of the 
Company from attending and voting in person at the Annual General Meeting should they so wish.

PLEASE  READ  CAREFULLY  –  ARRANGEMENTS  FOR  THE  ANNUAL  GENERAL  MEETING  IN 
LIGHT OF COVID-19

The Company is carefully monitoring the COVID-19 situation, including the guidance issued by the States 
of Guernsey, and will continue to do so in the lead up to the Meeting. 

At the present time, quarantine measures apply to all travellers arriving in Guernsey who have visited a 
Group A or Group B country within the previous 7 days.  Details of the categorisation of countries, and the 
speciﬁc measures which apply, are available at: https://covid19.gov.gg/guidance/travel/general. As a result 
of these quarantine measures, the Board is conscious that shareholders may ﬁnd it difficult to attend the 
Meeting in person, and have put in place the following precautions (the “COVID-19 Precautions”):

1.  At the date of this Notice, restrictions on movement within Guernsey have been lifted, although 

quarantines remain in place for travellers. It is expected that shareholders in Guernsey, or those who 
wish to travel to Guernsey for the Meeting subject to quarantine measures, will be able to attend the 
Meeting as normal. However, the Board recognises that this may not be possible for the majority of 
shareholders.  Accordingly, the Company urges shareholders to vote by proxy and to appoint the 
chairman of the Meeting as their proxy for that purpose. If a shareholder appoints someone other 
than the chairman of the Meeting as their proxy, that proxy, if not present in Guernsey, may not be 
able physically to attend the Meeting or cast the shareholder’s vote. All votes on the resolutions 
contained in this Notice will be held by poll, so that all voting rights exercised by shareholders who 
are entitled to do so at the Meeting will be counted. 

81

 
 
 
EXTRAORDINARY RESOLUTIONS

7.

8.

That  the  Directors  be  and  are  hereby  authorised  to  exercise  all  powers  of  the  Company  to  grant 
rights to subscribe for shares to directors or employees of the Company in accordance with Article 
4.2 of the Articles as part of the previously adopted directors and employees share option schemes 
(together  the  “Options”),  and  to  issue  shares  pursuant  to  the  exercise  of  such  Options,  as  if  the 
pre-emption rights contained in Article 5.2 of the Articles of Incorporation of the Company did not 
apply to such issue or grant, provided the total Options outstanding at any point in time may not 
confer rights to subscribe for shares exceeding 10% of the number of issued shares of the Company 
at that time, and provided that the authority hereby conferred, unless previously renewed, revoked or 
varied by the Company by extraordinary resolution, shall expire at the end of the next Annual General 
Meeting of the Company or, if earlier, at the close of business on the date falling 15 months from the 
date of the passing of this Resolution (unless previously renewed, revoked or varied by the Company 
by extraordinary resolution), save that the Company may before such expiry make an offer or agree-
ment which would or might require Options to granted after such expiry and the Directors may issue 
or grant the Options in pursuance of such an offer or agreement, and issue shares pursuant to the 
exercise of Options, as if the authority conferred by the above resolution had not expired.
If Resolution 6 is passed, the Directors of the Company be and they are hereby authorised to exercise 
all powers of the Company to issue or grant Equity Securities in the capital of the Company pursuant 
to the issue or grant referred to in Resolution 6 as if the pre-emption rights contained in Article 5.2 
of the Articles of Incorporation of the Company did not apply to such issue or grant provided that 
the  authority  hereby  conferred,  unless  previously  renewed,  revoked  or  varied  by  the  Company  by 
extraordinary resolution, shall expire at the end of the next Annual General Meeting of the Company 
or, if earlier, at the close of business on the date falling 15 months from the date of the passing of this 
Resolution, save that the Company may before such expiry make an offer or agreement which would 
or might require Equity Securities to be issued or granted after such expiry and the Directors may 
issue or grant Equity Securities in pursuance of such an offer or agreement as if the authority con-
ferred by the above resolution had not expired. This Resolution is in substitution for all unexercised 
authorities previously granted to the Directors of the Company to issue or grant Equity Securities 
in the capital of the Company as if the pre-emption rights contained in Article 5.2 of the Articles of 
Incorporation of the Company did not apply to such issue or grant

By order of the Board 

AR VILJOEN 

Director 

28 August 2020

2.  The Board encourages all shareholders to exercise their votes by proxy, and to submit any questions 

in respect of the Meeting in advance. This should ensure that your votes are registered in the event 
that attendance at the Meeting is not possible. Shareholders are encouraged to use the online voting 
facilities detailed below where possible rather than submitting a paper proxy card to the Company 
Secretary, the Oak Trust.  

3.  Shareholders who do choose to attend the Meeting in person are asked to comply with the States of 

Guernsey’s guidance on respecting personal space and practising good hand hygiene, and with any 
distancing requirements requested by the chairman of the meeting.

The  security  arrangements  proposed  by  the  Board  are  subject  to  constant  review,  and  should  they  be 
subject  to  change  in  line  with  changing  guidance  from  the  States  of  Guernsey,  or  in  the  event  that  the 
situation  surrounding  COVID-19  should  affect  the  plans  to  hold  the  Meeting  at  the  proposed  date  and 
time or at the proposed address, the Company will update shareholders through a market announcement 
and will provide further details on the Company’s website. The Board reserves the right, should it become 
necessary, to restrict attendance at the Meeting as part of security arrangements pursuant to Article 46 of 
the Articles of Incorporation of the Company (the “Articles”).

PROXY

To register your vote electronically, log on to our registrar’s web site at www.signalshares.com and follow 
the instructions on screen. To be valid your proxy must be registered not later than 48 hours (excluding 
non-working days) before the time ﬁxed for the Meeting. Do not show these details to anyone unless you 
wish them to give proxy instructions on your behalf. 

NOTICE OF MEETING

A Form of Proxy for use by shareholders is enclosed. To register a vote electronically, log on to the Registrar’s 
web site at www.signalshares.com and follow the instructions on screen.

ORDINARY RESOLUTIONS
1.

2.

3.

4.
5.
6.

That Nick Babbé be appointed as Chairman of the annual general meeting in accordance with and 
pursuant to article 19.1.5 of Articles of Incorporation of the Company.
To receive and adopt the Annual Financial Statements of the Company and the Directors’ report and 
the report of the Auditors for the year ended 29 February 2020. 
That Laurence Robb shall be re-elected as a director of the Company, having retired by rotation and 
offered himself for re-election.
That Messrs BDO LLP be reappointed as Auditors to the Company. 
That the Directors be authorised to approve the remuneration of the Company’s Auditors. 
In  substitution  for  any  and  all  previous  authorisations,  the  Directors  of  the  Company  be  and  are 
hereby authorised to exercise all powers of the Company to issue, grant rights to subscribe for, or 
to convert any securities into, up to 406,828,971 shares (together “Equity Securities”) in the capital 
of the Company in accordance with Article 4.2 of the Articles of Incorporation of the Company such 
authority to expire, unless previously renewed, revoked or varied by the Company by ordinary res-
olution, at the end of the next Annual General Meeting of the Company or, if earlier, at the close of 
business on the date falling 15 months from the date of the passing of this Resolution, but in each 
case, during this period the Company may make offers, and enter into agreements, which would, or 
might,  require  Equity  Securities  to  be  issued  or  granted  after  the  authority  given  to  the  Directors 
of the Company pursuant to this Resolution ends and the Directors of the Company may issue or 
grant Equity Securities under any such offer or agreement as if the authority given to the Directors 
of the Company pursuant to this Resolution had not ended. This Resolution is in substitution for all 
unexercised authorities previously granted to the Directors of the Company to issue or grant Equity 
Securities.

82

83

COMPANY
INFORMATION

COMPANY SECRETARY 
Registered Office & Head Office 
18 – 20 Le Pollet 
St Peter Port 
Guernsey 

REPRESENTATIVE OFFICE 
2nd Floor, Building 3 
Illovo Edge Office Park 
Corner Harries & Fricker Road Illovo 
Johannesburg, 2116 
South Africa 
Tel: +27 11 268 6555 

NOMINATED ADVISOR 
WH Ireland 
24 Martin Lane 
EC4R 0DR London 
United Kingdom 

INDEPENDENT AUDITOR 
BDO LLP 
55 Baker Street 
W1U 7EU London 
United Kingdom 

LEGAL COUNSEL – SA 
Edward Nathan Sonnenberg 
150 West Street Sandown 
Johannesburg, 2196 
South Africa 

LEGAL COUNSEL – UK 
Gowling WLG 
4 More London Riverside  
SE1 2AU London 
United Kingdom

CORPORATE ADVISOR & JOINT BROKER 
Hannam & Partners 
2 Park Street, Mayfair 
W1K 2HX London 
United Kingdom 

JOINT BROKER
Turner Pope Investments
8 Frederick’s Place
EC2R 8AB London
United Kingdom

INVESTOR RELATIONS 
Tavistock 
1 Cornhill, Langbourn  
EC3V 3NR London  
United Kingdom