2021 ANNUAL
REPORT
1
CHAIRMAN’S STATEMENT .................................................................................................................................
5
CHIEF EXECUTIVE OFFICER’S STATEMENT ...............................................................................................
7
FINANCIAL REVIEW ............................................................................................................................................
11
DIRECTORS’ REPORT ..........................................................................................................................................
15
CORPORATE GOVERNANCE REPORT .........................................................................................................
23
STATEMENT OF DIRECTORS’ RESPONSIBILITIES ....................................................................................
31
INDEPENDENT AUDITOR’S REPORT .............................................................................................................
33
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 .................................................................................................
85
COMPANY INFORMATION .................................................................................................................................
89
TABLE OF
CONTENTS
2
GLEN PARSONS
CHAIRMAN
In reviewing our financial year, I first want to thank AfriTin’s staff, shareholders and broader stakeholder
groups for their continued support of and belief in this Company. No corner of the globe has escaped the
COVID-19 pandemic during this period, and we are particularly appreciative of our staff’s efforts during
these difficult and testing times.
Given this backdrop, what we have achieved this year as a Company has been all the more admirable.
I would like to congratulate the AfriTin Mining team for their cohesive efforts on behalf of those same
stakeholders and the non-executive directors. Despite the challenges of 2020, the Company has had a
transformative year at the Uis Tin Mine, as demonstrated by the achievements and ramp-up of the Uis
Phase 1 pilot plant.
To ramp up production and surpass nameplate production capacity is a testament to the hard work carried
out on site, and to the team’s resolve and determination to deliver.
Since November 2020, Uis continues to grow total monthly production which has exceeded the planned
production of 60 tonnes of tin concentrate per month.
Having achieved the tin production goals of the Uis Phase 1 pilot plant, the senior management team, led
by Anthony Viljoen, is now focussed on a number of key initiatives:
• The expansion of Phase 1 to increase production to 120 tonnes of concentrate per month;
• Exploration work to potentially increase Mineral Resources and Mineral Reserves;
• Fast tracking test work to assess the potential of unlocking two additional by-product revenue streams,
namely lithium and tantalum.
These are exciting developments for AfriTin, and we look forward to seeing the results of the test work and
providing further updates.
The safety of all our staff remains a priority for the Company. We continue to implement the strictest
measures to combat the pandemic and protect our employees, while also supporting the communities in
which they live.
The Company continues to successfully transition from developer to producer, which can only be achieved
through the focus and dedication of our team, management, my fellow directors, and of course, our
shareholders, all of whom I thank.
We have built an excellent platform to continue our growth story, and I look forward to our future.
GLEN PARSONS
Chairman
21 July 2021
CHAIRMAN’S
STATEMENT
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5
ANTHONY VILJOEN
CHIEF EXECUTIVE OFFICER
The year under review has been transformative for AfriTin Mining, especially at our flagship Uis Tin Mine in
Namibia. These achievements are even more impressive given the immense challenges that everyone has
faced as a result of the global COVID-19 pandemic.
After navigating these difficult circumstances, the financial year culminated in the Company announcing
the first material revenue numbers from the mine of £5m. Total production for the year amounted to 473t
of tin concentrate (311.7t of contained tin metal). This is a monumental first step and we believe it’s just a
precursor of what is to ensue as the plant cost base becomes more efficient and the expansion plans are
implemented. The post balance sheet date equity raise also allowed for the extinguishing of all the loan
note obligations, providing a robust balance sheet for the next growth phase of the Company. We are
incredibly proud of our team for efficiently accomplishing this ramp-up in production, while maintaining
an exemplary safety record. This basis from which AfriTin will grow underpins our ambition of becoming a
significant multi-commodity tech metals producer out of Africa.
The historical mining heritage of the Erongo province resided primarily in its tin production with no
meaningful uses for lithium and tantalum. Forty years on since the mine closure, tin has become a new
technology metal and the demand for lithium and tantalum has transformed the economics of the historical
operation. We believe this province will become a globally significant metallogenic province for new
technology metals, allowing for increased revenues and economies of scale within AfriTin’s licence areas.
Despite challenges resulting in project delays, AfriTin’s production has come on stream at a time when tin
prices have reached highs that have not been seen in the last decade. This is mainly due to an increase in
demand from new technologies, especially electric vehicles and semi-conductors, at a time when there
have been supply issues that are likely to persist after decades of underspending on exploration and mine
development. The lithium market has matched this buoyancy and AfriTin is well placed to take advantage
of this growth phase. The Uis JORC (2012) resource of 95 539t of tin, 6 091t of tantalum and 450 265t of
lithium oxide establishes a globally significant resource from the currently exploited V1 and V2 pegmatites.
We are now planning to grow the Company’s revenue streams by expanding the throughput of the pilot
plant and introducing tantalum and lithium by-product revenue streams. The metallurgical test work to
develop the process design has been a key priority to unlocking the significant potential of AfriTin.
In December 2020, it was a pleasure to confirm that the Company’s existing offtake partner, Thaisarco,
renewed and extended its tin concentrate offtake agreement for three years. This deal further cements
the Company’s future and allows us to supply what has become a highly demanded product. We were
also delighted to conclude a maiden tantalum concentrate offtake agreement with AfriMet Resources AG,
demonstrating the commercial viability of AfriTin’s plans. We believe these deals are substantive votes of
confidence in AfriTin, its strategy, and its vision, from two leaders in the global and African metal markets.
In an attempt to direct all of the Company’s attention to the investment-friendly jurisdiction of Namibia,
and to unlocking the metallogenic jewel that is the Erongo region, a decision was made to relinquish
and impair the Company’s South African asset base. Namibia continues to be an incredibly gracious host
country within which to conduct business. An overarching theme in all decisions and corporate strategy is
the safety, health and wellbeing of all our employees and the people in the surrounding communities where
we operate. We remain sensitive to the environment and its people and are committed to mitigating the
impact of our operations. This philosophy will continue to be built into our corporate DNA as we strive to
become the new technology metals champion of Africa.
CHIEF
EXECUTIVE
OFFICER’S
STATEMENT
6
7
POST-PERIOD ACTIVITIES
Subsequent to the period under review, we reached two further significant milestones: publication of the
Definitive Feasibility Study for Phase 1 (“DFS”) and declaration of a JORC (2012) Ore Reserve estimate over
the V1 and V2 pegmatites. The robust economics of the DFS provide us with an opportunity to increase
the revenue and profit margin of the current operation, while importantly de-risking the expansion of the
project into the much larger Phase 2 operation.
In addition to the above, on 12 May 2021 the Company announced the placing of 216 666 667 ordinary
shares to raise £13m (before expenses). This puts the Company into a position to expedite the Phase 1
expansion of our flagship Uis Tin Mine and develop the inherent value of our Namibian licence portfolio
through the unlocking of its metallurgy and exploration potential. This includes further test work on the
lithium and tantalum by-product potential.
I would like to congratulate and thank our management teams, staff, and stakeholders for their outstanding
efforts and continued support in what has been a challenging time globally. In addition to this, I would
like to thank the Board of Directors for their guidance and advice over the past year. We are committed
to expanding and developing Uis and our other Namibian exploration assets as we look to become a
significant African multi-commodity tech metals producer. I look forward to updating the market on our
progress.
This report was approved by the Board of Directors on 21 July 2021.
ANTHONY VILJOEN
Chief Executive Officer
21 July 2021
8
9
ROBERT SEWELL
CHIEF FINANCIAL OFFICER
I am pleased to report the Company’s first notable annual revenue of £5m from the sale of tin concentrate.
This was achieved by ramping up the Uis operation to commercial production from March through to
November 2020 producing 473t of tin concentrate during the financial year (311.7t of contained tin metal).
With our flagship asset, the Uis Tin Mine, transitioning from a developing to a producing operation,
administrative expenses across the Group increased to £2.540m for the year (in comparison to £1.815m
incurred in the previous financial year, ending 29 February 2020 (“2020”)). Furthermore, the increase is as
a result of an increase in salaries and head count given the growth phase of the business and a discretionary
bonus awarded to senior management in January 2021 settled through the issue of shares.
A decision was made to relinquish and impair the Company’s South African exploration asset base resulting
in an impairment charge of £3.069m during the financial year under review.
The increase in finance cost for the year to £0.184m (2020: £0.041m) is mainly due to interest on Nedbank
facilities no longer being capitalised to the mining asset subsequent to the achievement of commercial
production at Uis on 1 December 2020.
The Group’s loss for the year totalled £5.796m (2020: £1.830m). This loss includes an impairment charge
of £3.069m, as detailed above.
A basic loss per share from operations of 0.76 pence was recorded (2020: 0.29 pence loss per share).
Expenditure amounting to £0.978m (2020: £0.522m) was capitalised to the intangible exploration and
evaluation asset. This included costs relating to the Definitive Feasibility Study for the expansion of the
Phase 1 mining and processing facility which was finalised and announced in May 2021, costs relating to the
conversion of the JORC (2012) Mineral Resource estimate into an initial JORC (2012) Proved and Probable
Ore Reserve estimate, as well as costs relating to additional exploration and evaluation work.
Capital expenditure relating to the mining asset under construction amounted to £2.028m during FY2021
(2020: £7.370m). Included in this amount is £0.418m relating to capitalised ramp up costs at the Uis
operation and £0.842m relating to upgrades to improve plant availability, utilisation and recoveries. The
remainder of the capitalised expenditure related to project team salary and travel costs and finance costs
capitalised to the mining asset under construction. Upon reaching commercial production, the mining
asset under construction of £13.550m was transferred to the mining asset. Mining asset additions totalled
£0.124m and depreciation of the mining asset amounted to £0.718m.
As at 28 February 2021, the Group had cash in the bank amounting to £1.351m (2020: £0.575m) with the
primary movements reflecting cash used in operations totalling £1.501m (mainly the result of operating
costs incurred and changes in working capital), investing cash outflows of £2.955m (mainly due to the
capital expenditure detailed above), and £5.160m of financing cash inflows.
The Nedbank working capital facility was successfully renewed and increased to N$43m (c. £2.038m) in
July 2020. Furthermore, Nedbank continued to provide a bank guarantee letter in favour of Namibia Power
Corporation Pty Limited for an amount of N$4.118m (c. £0.195m) in relation to a deposit for the supply of
electrical power to the Uis operations. At 28 February 2021, N$36m (c. £1.7m) had been drawn down on
this facility. The facility is due for annual review in July 2021, and discussions are currently underway with
the lender to secure the rollover of the facility. The remaining significant financing cash inflows relate to
£2.05m raised through loan notes in May 2020 and an equity raise in August 2020 as detailed below. The
loan notes matured and were settled post year-end in May 2021.
The inventory balance increased to £0.997m (2020: £0.247m) as a result of the operations at the Uis Tin
FINANCIAL
REVIEW
10
11
Mine reaching commercial production, and £0.373m (2020: £0.185m) of tin concentrate (36 tonnes) being
on hand and ready for shipment at year-end (these have subsequently been shipped).
Trade receivables increased to £0.717m at year end (2020: £0.043m). Contributing to the increase was an
increase in shipments in transit as a result of the higher production rates achieved during the last quarter
of the financial year, as well as a fair value adjustment that was passed to reprice the shipments in transit
in accordance with the requirements of IFRS. All trade receivables relating to the sale of tin concentrate
at year end have been subsequently settled by our valued offtake partner, Thailand Smelting and Refining
Company (Thaisarco).
The movement in the share capital balance for the financial year under review is accounted for by net
proceeds from an equity raise in August 2020 of £2.797m, the conversion of £1.6m of the convertible
loan notes held by AfriMet Resources AG, and the issue of shares to employees, directors and suppliers of
£0.724m.
Share-based payment charges relating to the share option scheme amounting to £0.175m (2020: £0.365m),
as well as a charge of £0.107m (2020: £0.038m) relating to shares to be issued to directors, employees and
suppliers in lieu of salaries/fees, were recognised in the share-based payment reserve during the financial
year.
Trade and other payables increased to £1.484m (2020: £0.895m) as a result of Uis becoming a fully-
fledged operation running at commercial production levels at year-end.
FUNDING
Subsequent to year-end, on 12 May 2021, an equity placing raised £13m gross proceeds.
Furthermore, the remaining 2019 convertible loan notes and the 2020 loan notes were settled on 25 May
2021. The outstanding convertible loan notes were partially settled through conversion into ordinary shares
and the remainder settled in cash. The outstanding loan notes were all settled in cash.
Management and the Board of Directors have considered cash flow forecasts and stress testing of the cash
flow forecasts contained herein and have concluded that the Company will be able to continue in operation
for the foreseeable future as a going concern and will be able to realise its assets and discharge its liabilities
in the normal course of operations. Please refer to Note 2 for further details.
ROBERT SEWELL
Chief Financial Officer
21 July 2021
12
13
The Directors of AfriTin hereby present their report together with the consolidated financial statements for
the year from 1 March 2020 to 28 February 2021.
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 Namibia. 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 commodities and 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.
Risk and Impact
Mitigation
COVID-19
The countries in which the Group
operates have all instituted measures
to limit the spread of COVID-19. The
Group is following the World Health
Organisation (WHO) guidelines 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 these
guidelines into workplace-specific
measures.
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.
COVID-19 resulted in widespread
socio-economic disruption around the
world. The countries where the Group
operates, namely Namibia, South Africa
and the United Kingdom continue to be
subject to varying levels of lockdown
restrictions to contain the spread of
the disease. Despite lockdowns, the
Group’s operation in Namibia remained
open during the course of the reporting
period (albeit with a temporary
suspension on mining in April 2020)
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 the 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 may result
in interruptions to operations through
supply chain disruption, illness amongst
our workforce and related personnel,
together with potential volatility in tin,
tantalum and lithium prices.
In addition to the above, COVID-19
restrictions have resulted in shipping
disruptions and congestion at container
shipping ports. Despite this, the
shipping of tin concentrate to Thaisarco
has continued.
DIRECTORS’
REPORT
14
15
Risk and Impact
Mitigation
Risk and Impact
Mitigation
Volatility of
metal prices
Foreign
exchange
Development
projects
Exploration
and mining
risks
Tin, tantalum and lithium 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, tantalum or lithium price
as well as commodity demand could
affect the financial performance of the
Group and this 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 equity funding
based in Pound Sterling, the volatility
and movement in the Rand/Namibian
Dollar exchange rate could be a
significant risk factor to the Group.
Development projects have no
operating history upon which to base
estimates 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 geological data
obtained from drillholes and other
sampling techniques and feasibility
studies which derive estimates of cash
operating costs based upon anticipated
tonnage and grades of ore to be
mined and processed, as well as the
configuration of the orebody, expected
throughput and recovery rates,
comparable facility and equipment
operating costs and other factors.
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
16
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 an
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.
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 con-
structing a mine site, external geotech-
nical, environmental and geo-hydrolog-
ical consultants are used to ensure all
potential risks of this nature are under-
stood and mitigation plans are put in
place.
Social license
to operate
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.
Capital budget
overruns
Whilst best estimates are used in
preparing capital project budgets,
these budgets are dependent on a
number of external factors which
are beyond the control of the Group,
resulting in a risk of material overruns
versus budget.
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
uninterrupted supply, would adversely
impact the feasibility of the operation.
17
Our ability to maintain regulatory
compliance in order to protect the
environment, as well as the health
and safety of host communities and
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 and is in the process
of setting up an ESG board sub-
committee to focus on these matters.
Capital expenditure and project
execution are subject to pre-defined
governance and approval procedures,
which include feasibility studies prior
to implementation. 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.
The Group has concluded a formal
electrical power supply agreement
with Namibia Power Corporation for
power to the mining and processing
facility at Uis and this will provide
enough power for Phase 1 of the
project. Diesel generators will serve as
backup power.
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.
Risk and Impact
Mitigation
RESULTS AND DIVIDEND
Country and
political risk
Key personnel
risk
AfriTin’s operations are predominantly
based in Namibia. 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
Climate change
The successful extraction of tin,
tantalum and eventually lithium will
require significant capital investment.
The Group’s ability to raise further
funds will depend on the success of
existing operations. Market conditions
may not be conducive to financing.
The Group may not be successful in
procuring the requisite funds.
Climate change and regulatory actions
to reduce its impact may affect our
suppliers, customers and business
model, and hence affect AfriTin’s
growth and profitability. This impact
could be amplified by the perception
that the Company is undertaking
activities that are harmful to the
environment.
Solutions for Phase 2 in terms of both
electrical power and water supply are
in the process of being reviewed.
The AfriTin team is experienced at
operating in Africa. AfriTin routinely
monitors political and regulatory
developments in Namibia at both
regional and local level.
The Group has built a 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 staff capable of achieving the
Group’s objectives, thereby enhancing
shareholder value.
The Group has sufficient funds to
continue as a going concern and has a
supportive shareholder base, as well as
significant future investor interest, to
engage with for future funding rounds.
The Group monitors cash flows on a
monthly basis.
AfriTin is working towards
implementing the recommendations
of the Task Force on Climate-Related
Financial Disclosures. Current risk
mitigation around climate change
involves assessing exposure across a
wide range of outcomes, monitoring
government action around climate
change and constantly striving to
reduce the environmental impact of
our operations. The Board oversees
the Group’s environmental, safety
and health, and corporate social
responsibility programmes, policies
and performance and is in the process
of setting up an ESG board sub-
committee to focus on these matters.
The Group’s results show a loss for the year of £5 795 883. The Directors will not be recommending a
dividend.
SHARE CAPITAL AND FUNDING
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 20. 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
Chief Executive Officer
Chairman/Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director (resigned 29 September 2020)
Independent Non-Executive Director
DIRECTORS’ INTERESTS
The Directors’ beneficial interests in the shares of the Company at 28 February 2021 were:
Anthony Viljoen
Glen Parsons
Laurence Robb
Terence Goodlace
Ordinary shares of no par value
11 296 690
4 307 486
1 300 815
-
Share options
10 600 000
4 500 000
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.
18
19
RELATED-PARTY TRANSACTIONS
Details of related-party transactions are given in Note 26 of the consolidated financial statements.
EVENTS AFTER BALANCE SHEET DATE
Events after balance sheet date are detailed in Note 25 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 corporate management and
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
21 July 2021
20
21
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 gender,
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
that promotes
long-term value for
shareholders.
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.
The Company is a 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 10 000 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-up production by
consolidating tin assets in Africa.
Sustainable development principles are integrated into corporate strategies
and decision-making processes by the Board of Directors and management
team. The Company endeavours to ensure that responsible health and safety,
environmental, human rights and labour practices and policies are adopted by
suppliers and contractors.
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 ‘Investors’ 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 stakeholders and 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).
CORPORATE
GOVERNANCE
REPORT
22
23
Principle
Application
Principle
Application
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
a successful relationship, and is essential to ensuring long-term sustainability
for all parties involved. The Company continually implements inclusive and
supportive approaches with local communities, to contribute to their economic
and social well-being.
The Company endeavours to systematically examine the environmental impact
of any of our operations and will adopt measures to mitigate this challenge.
The goal is to minimise the negative impacts on the environment of the
different processes related to the extraction of tin. At our operational project
area, Uis, the non-chemical nature of ore beneficiation, combined with an ore
that is largely free of deleterious elements, contributes to a reduced level of
environmental risk. Nonetheless, the Company ensures compliance with its
operational environmental management plan through continuous monitoring
of dust, water and waste management.
The Company maintains a regular dialogue with key suppliers.
Managing human capital equitably and sustainably is central to the Company’s
project development strategy. The Company promotes an inclusive work
environment through its recruitment policies, management and remuneration
policies and development initiatives. 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
gives 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.
clear information. The Chairman and Non-Executive Directors (Glen Parsons,
Terence Goodlace and Laurence Robb) 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.
Directors who have been appointed to the Company have been chosen
because of the skills, knowledge and experience they offer considering the
stage of the Company and the strategy that it is pursuing.
The composition of the Board as well as biographical details of Board members
can be found on 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.
As part of the induction programme conducted by the Company’s nominated
adviser, Directors are briefed on regulations that are relevant to their role as
directors of an AIM-quoted company.
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 Board Members have the necessary skills, experience and abilities
to fulfil their 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 for dealing with matters raised during the process.
The Board is made up of a Chairman, two 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
8.
Promote a
corporate culture
that is based on
ethical values and
behaviours.
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 irrespective of gender, race, colour or creed.
24
25
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.
Principle
Application
9.
Maintain
governance
structures and
processes that
are fit for purpose
and support good
decision-making by
the Board.
10.
Communicate
how the company
is governed and
is performing
by maintaining
a dialogue with
shareholders and
other relevant
stakeholders.
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, a number of
specific matters are subject to the approval of the Board. These include:
• annual budget;
interim and final financial statements;
•
• management structure and appointments;
• mergers, acquisitions and disposals;
• capital raising;
•
• corporate strategy;
• projects of a capital nature; and
• major contracts.
joint ventures and investments;
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 is 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 roles of the Audit Committee and the Remuneration Committee are 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 ‘Investors’ section on the Company’s
website provides all required regulatory information as well as additional
information shareholders may find helpful, including:
•
• a historical list of the Company’s announcements;
• corporate governance information;
• historical Annual Reports and notices of Annual General Meetings; and
•
information on Board members, advisers and significant shareholdings;
share price information and interactive charting facilities to assist
shareholders in analysing performance.
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.
26
THE BOARD OF DIRECTORS
The Board currently comprises:
Independent Non-Executive Chairman
• Glen Parsons (appointed 23 October 2017)
Independent Non-Executive Directors
• Laurence Robb (appointed 23 October 2017)
• Terence Goodlace (appointed 23 May 2018)
Executive Director - Chief Executive Officer
• Anthony Viljoen (appointed 23 October 2017)
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.
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:
Glen Parsons (Chairman) and Terence Goodlace. 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:
August 2020:
• External audit report
• Critical accounting estimates
• Going concern assessment
• Approval of the Annual Report for the period ended February 2020
September 2020:
• Approval of the half-year results and report to 31 August 2020
• Going concern assessment
February 2021:
• Auditor independence
• External audit plan for the year ended February 2021
27
THE REMUNERATION COMMITTEE
The Remuneration Committee meets at least once a year and is composed exclusively of Non-Executive
Directors: Glen Parsons (Chairman) and Terence Goodlace.
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 once during the year to consider the following agenda items:
December 2020:
• Repricing of share options
• Awarding discretionary bonuses to the executive team settled through the issue of shares
• Consideration of salary increases
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.
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29
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.
STATEMENT OF
DIRECTORS’
RESPONSIBILITIES
30
31
OPINION ON THE FINANCIAL STATEMENTS
In our opinion:
•
the financial statements give a true and fair view of the state of the Group’s affairs as at 28 February
2021 and of its loss for the year then ended;
the Group financial statements have been prepared in accordance with IFRSs as adopted by the
European Union; and
the financial statements have been properly prepared in accordance with the requirements of the
Companies (Guernsey) Law, 2008.
•
•
We have audited the financial statements of AfriTin Mining Limited (the ‘Parent Company’) and its
subsidiaries (the ‘Group’) for the year ended 28 February 2021 which comprise 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 their preparation of the financial statements is
applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
BASIS FOR OPINION
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 believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit
opinion is consistent with the additional report to the audit committee.
Independence
We remain independent of the Group and the Parent Company 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.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis
of accounting in the preparation of the financial statements is appropriate.
We considered the judgements associated with the going concern assessment and the appropriateness
of disclosure of any uncertainties to be a key focus for our audit, and therefore a key audit matter. Details
of the Directors’ consideration of the appropriateness of the going concern basis are outlined in Note 2:
Significant accounting policies.
Our evaluation of the Directors’ assessment of the Group’s ability to continue to adopt the going concern
basis of accounting, and our response to the key audit matter included:
• We discussed with management and the Audit Committee their assessment of potential risks and
uncertainties, including those related to COVID-19, including areas such as supply chain and offtake
disruption, forecast commodity prices and the availability of financing that is 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 reviewed the latest Board-approved cash flow forecasts for the Group, which covered 12 months
from the date of approval of these financial statements. We challenged management’s assumptions
in respect of the level of production, tin and tantalum prices, operating costs and capital expenditure.
INDEPENDENT
AUDITOR’S REPORT
TO THE MEMBERS
OF AFRITIN MINING
LIMITED
32
33
In doing so, we considered factors such as empirical operational performance, recent cost profile and
market analyst commentary regarding forecast commodity prices.
South Africa. All of the audits were conducted by either the group audit team or BDO network member
firms.
• We obtained management’s sensitivity and stress test scenarios and considered management’s
conclusions as to whether such scenarios are reasonably possible based on our knowledge of the
business and operating environment.
• We evaluated the nature of mitigating actions identified by management in their assessment in the
event of downside scenarios, including deferral of capital expenditure. This included evaluating the
quantum ascribed to these mitigating actions and the extent to which they are within management’s
control.
• We agreed the post balance sheet date equity fundraising to bank statements.
• We reviewed the adequacy of disclosures in the financial statements against the accounting standards
and our knowledge of the business.
Based on the work we have performed, we have not identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast significant doubt on the Group’s ability to continue
as a going concern for a period of at least twelve months from when the financial statements are authorised
for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in
the relevant sections of this report.
OVERVIEW
Coverage
89% (2020: 93%) of Group total assets
99% (2020: 69%) of Group revenue*
* The Group was not in commercial production in the prior year and
therefore revenue balances were immaterial in FY20.
Key audit matters (“KAM”)
Going concern
Carrying value of the Uis mining assets
2021
2020
Yes
Yes
Yes
Yes
Materiality
Group financial statements as a whole
£230,000 (2020: £210,000) based on 1% of total assets (2020: 1% of
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
total assets)
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including
the Group’s system of internal control, and assessing the risks of material misstatement in the financial
statements. We also addressed the risk of management override of internal controls, including assessing
whether there was evidence of bias by the Directors that may have represented a risk of material
misstatement.
In approaching the Group audit we considered how the Group is organised and managed. 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. We assessed the business as being principally a single
project comprising of the Namibian subsidiaries that operate the Uis Mine, a corporate head office function
and an exploration business unit.
The Namibian subsidiaries that operate the Uis Mine and the corporate head office function were regarded
as being significant components of the Group and were subject to full scope audits.
The audits of each of the components were principally performed in the United Kingdom, Namibia and
The remaining components of the Group were considered non-significant and these components were
principally subject to analytical review procedures, together with specified audit procedures over exploration
and evaluation related assets. This work was conducted by BDO network member firms.
Our involvement with component auditors
For the work performed by component auditors, we determined the level of involvement needed in order
to be able to conclude whether sufficient appropriate audit evidence has been obtained as a basis for our
opinion on the Group financial statements as a whole. Our involvement with component auditors included
the following:
• We held planning meetings with the component auditors and local management.
• Detailed Group reporting instructions were sent to the component auditors, which included significant
areas to be covered by the audits and set out the information to be reported to the Group audit team.
• The Group audit team was actively involved in the direction of the audits performed by the component
auditor for Group reporting purposes, along with the consideration of findings and determination of
conclusions drawn. We performed our own additional procedures in respect of certain of the significant
risk areas that represented Key Audit Matters in addition to the procedures performed by the component
auditor.
• We received and reviewed Group reporting submissions and performed a review of the component
auditors’ file. Our review was performed remotely using our online audit software as a result of travel
restrictions due to COVID-19.
• We held clearance meetings remotely with the component auditors and local management to discuss
significant audit and accounting issues and judgements.
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) that 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 Conclusions relating to going concern section, we
have determined the matter described below to be a key audit matter.
Key audit matter
Carrying value of the Uis
mining assets
Details of the carrying value
of the Uis mining assets are
disclosed in Note 12: Property,
Plant and Equipment.
As disclosed in Note 2:
Significant accounting policies,
management have performed
an impairment indicator
How the scope of our audit addressed the key
audit matter
We reviewed and challenged management’s impairment indicator
assessment which was carried out in accordance with relevant
accounting standards in order to determine whether there were
any indicators of impairment.
In doing so, our procedures included:
• Comparing the Group’s market capitalisation at year end to its
net assets.
• Reviewing the Competent Person’s Report to support
the mineral reserve, and performing an assessment of the
independence and competence of the expert.
34
35
review in accordance with
the accounting standards. In
undertaking this assessment
management have reviewed
the underlying valuation model
of the Uis mine. As set out
in Note 2, Management have
concluded that no indicators
of impairment have been
identified at year end.
The assessment of the
recoverable value of the mining
assets requires significant
judgement and estimates to
be made by management –
in particular regarding the
inputs applied in the models
including: future tin and
tantalum prices; production
and reserves; operating and
development costs; and
discount rates.
The carrying value of mining
assets is therefore considered
a key audit matter given
the level of judgement and
estimation involved.
• Obtaining management’s Life of Mine (“LoM”) forecast to
confirm that headroom existed over the asset-carrying value
as part of our assessment of potential impairment indicators.
• Critically reviewing the LoM forecast and the key inputs by
making enquiries of operational management, and evaluating
against our understanding of the operations and historical
performance.
• Checking the mathematical accuracy of management’s
models.
• Challenging the significant inputs and assumptions used in
the impairment model and whether these were indicative of
potential bias. This included comparing forecast commodity
prices to a range of third-party independent market outlook
reports and historical actual data, comparing the forecast
production to third-party feasibility and resource studies,
and evaluating the judgments regarding future tantalum
production against the status of test data. We compared
forecast costs against the expected production profiles in the
mine plans and recent historical performance.
• Recalculating the discount rate and utilising BDO valuation
specialists to assess the discount rate.
• Reviewing management’s sensitivity analysis and performing
our own sensitivity analysis over individual key inputs
including tin prices and future tantalum production.
Key observation:
We found the key assumptions made by management and the
Board in respect of the underlying LoM forecast to be within
an acceptable range and found management’s conclusion that
no impairment indicator was present at 28 February 2021 to be
appropriate.
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.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality,
we use a lower materiality level, performance materiality, to determine the extent of testing needed.
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 FINANCIAL STATEMENTS
Materiality
2021
£230 000
2020
£210 000
Basis for determining materiality
1% of total assets
1% of total assets
Rationale for the benchmark
applied
We consider total assets to be the most significant determinant
of the Group’s financial performance used by the members of
the Group.
The Group has invested significant sums on its production and
non-production mining assets and these are considered to be
the key value driver for the Group as its assets are an indicator
of future value to shareholders.
£172 500
£157 500
Performance materiality was set at 75% of the above materiality
level based on assessment of aggregation risk considering
factors such as volume and nature of errors in prior periods.
Performance materiality
Basis for determining
performance materiality
Component materiality
We set materiality for each component of the Group based on a percentage of Group materiality dependent
on the size and our assessment of the risk of material misstatement of that component. Component
materiality ranged from £128 000 to £46 000 (2020: £100 000 to £95 000). In the audit of each component,
we further applied performance materiality levels of 75% (2020: 75%) of the component materiality to our
testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in
excess of £12 000 (2020: £10 000). We also agreed to report differences below this threshold that, in our
view, warranted reporting on qualitative grounds.
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. 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 course of 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 this gives rise to a material misstatement in
the financial statements themselves. 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.
Based on our professional judgement, we determined materiality for the financial statements as a whole
and performance materiality as follows:
OTHER COMPANIES (GUERNSEY) LAW, 2008, REPORTING
36
37
• proper accounting records have not been kept by the Company; or
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:
the 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 Directors’ Responsibilities for financial reporting, the Directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and fair view,
and 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 and the
Parent Company’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 the Parent Company or to cease operations, or have no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
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.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the
Company and the industry in which it operates, and considered the risk of acts by the Company that
were contrary to applicable laws and regulations, including fraud. We focused on laws and regulations
that could give rise to a material misstatement in the financial statements, including but not limited
to, Guernsey Companies Law, tax legislation and the various Mining Regulations in Namibia. Based
on our understanding we designed our audit procedures to identify non-compliance with such laws
and regulations impacting the Company. Our procedures involved making enquiries of management
and those charged with governance to understand their awareness of any non-compliance of laws
or regulations, inquiring about the policies that have been established to prevent non-compliance
with laws and regulations by officers and employees of the Company, inquiring about the Company’s
methods of enforcing and monitoring compliance with such policies, and reviewing Board minutes to
identify any instances of non-compliance.
• We assessed the susceptibility of the Company’s financial statements to material misstatement,
including how fraud might occur, by obtaining an understanding of the controls that the Company
has established to address risks identified by the entity, or that otherwise seek to prevent, deter or
detect fraud. We considered the significant fraud risk areas to be in relation to revenue recognition and
management override of controls.
• We addressed the fraud risk in relation to revenue recognition by testing one hundred percent of revenue
transactions to supporting documentation, including testing the cut-off of revenue transactions in the
period proceeding and preceding year end.
• We addressed the risk of management override of internal controls, including testing a risk-based
selection of journals and evaluating whether there was evidence of bias in management’s estimates
(refer to the ‘key audit matters’ section) that represented a material misstatement due to fraud.
•
• We also communicated relevant identified laws and regulations and potential fraud risks to the
component audit team and all engagement team members, and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the audit.
In respect of the component auditors, we communicated our consideration of where the financial
statements could be susceptible to material misstatement, including how fraud might occur, and
communicated specific procedures to be performed in relation to testing the appropriateness of
journal entries made throughout the year by applying specific criteria to select journals which may
be indicative of possible irregularities and fraud and also by assessing the judgements made by
management when making key accounting estimates and judgements, and challenging management
on the appropriateness of these judgements. As part of our Group audit, we performed a review of
the component auditors’ file, which included the areas detailed above. In addition, as part of their
audit, the component auditors assessed compliance with local legislation, including mining regulations
in Namibia. Their procedures involved making enquiries of local management to understand their
awareness of any non-compliance of laws or regulations, inquiring about the policies that have been
established to prevent non-compliance with laws and regulations, inquiring about the Company’s
methods of enforcing and monitoring compliance with such policies, and reviewing Board minutes to
identify any instances of non-compliance.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements,
recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are inherent limitations in the audit procedures performed.
The further removed non-compliance with laws and regulations is from the events and transactions reflected
in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
The engagement director on the audit resulting in this independent auditor’s opinion is Ryan Ferguson.
USE OF OUR REPORT
This report is made solely to the 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
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 Company and the 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, Chartered Accountants
London, United Kingdom
21 July 2021
BDO LLP is a limited liability partnership registered in England and Wales (with registered number
OC305127).
38
39
FINANCIAL
STATEMENTS
40
41
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 28 February 2021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 28 February 2021
Year ended
28 February 2021
£
Year ended
29 February 2020
£
Notes
28 February 2021
£
29 February 2020
£
Notes
Continuing operations
Revenue
Cost of Sales
Gross (loss)/profit
Impairment of exploration licences
Other administrative expenses
Total 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
5
11
6
8
9
4 985 107
(4 987 696)
(2 589)
(3 069 232)
(2 539 762)
(5 608 994)
(5 611 583)
-
(184 300)
(5 795 883)
-
(5 795 883)
69 032
(47 336)
21 696
-
(1 815 227)
(1 815 227)
(1 793 531)
3 793
(40 719)
(1 830 457)
-
(1 830 457)
(531)
(1 039)
Exchange differences on translation of foreign
(526 231)
(1 113 281)
operations
Exchange differences on non-controlling
1 390
4 167
interest
Total comprehensive loss for the year
(6 321 255)
(2 940 610)
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
(5 694 962)
(100 921)
(5 795 883)
(1 781 962)
(48 495)
(1 830 457)
(6 221 724)
(99 531)
(6 321 255)
(2 896 282)
(44 328)
(2 940 610)
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
Equity and liabilities
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
11
12
13
14
15
5 240 461
13 634 701
18 875 162
7 441 018
12 467 868
19 908 886
996 698
1 18 8 152
1 351 200
3 536 050
246 910
648 722
574 600
1 470 232
22 411 212
21 379 118
20
27
25 608 001
2 170 645
(10 030 679)
21
211 348
22
743 615
(2 061 339)
16 641 591
(151 344)
16 490 247
180 917
260 512
441 429
1 484 482
3 869 489
125 565
5 479 536
23
18
19
17
16
19
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
Basic and diluted loss per share (in pence)
10
(0.76)
(0.29)
Total equity and liabilities
22 411 212
21 379 118
The notes that follow in this report 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 21 July 2021.
ANTHONY VILJOEN
Chief Executive Officer
21 July 2021
42
43
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 28 February 2021
Total equity at 28 February 2019
Loss for the year
Other comprehensive income/(loss)
Total 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
Share capital
£
17 337 718
-
-
-
-
3 261 208
(111 687)
Convertible
loan note
reserve
£
-
-
-
-
-
-
-
-
-
3 800 000
(29 355)
Accumulated
deficit
£
(2 583 538)
(1 781 962)
-
(1 781 962)
-
-
-
-
-
Warrant
reserve
£
Share-based
payment
reserve
£
Foreign
currency
translation
reserve
£
Non-
controlling
interests
£
Total
£
Total equity
£
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)
(1 039)
(1 113 281)
(2 896 282)
(44 328)
(2 940 610)
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)
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
Loss for the year
Other comprehensive income/(loss)
Total comprehensive income/(loss)
Transactions with owners:
Share-based payments in the year (includes
amounts due to staff and suppliers)
Issue of shares
Share issue costs
-
-
-
3 774 079
(253 317)
-
-
-
-
-
Conversion of convertible loan notes
1 600 000
(1 600 000)
Warrants issued in the year
Warrants expired in the year
-
-
-
-
(5 694 962)
-
(5 694 962)
-
-
-
-
-
29 783
-
-
-
-
-
-
-
162 480
(29 783)
-
(531)
(531)
281 431
(96 819)
-
-
-
-
-
(5 694 962)
(100 921)
(5 795 883)
(526 231)
(526 762)
1 390
(525 372)
(526 231)
(6 221 724)
(99 531)
(6 321 255)
-
-
-
-
-
-
281 431
3 677 260
(253 317)
-
162 480
-
-
-
-
-
-
-
281 431
3 677 260
(253 317)
-
162 480
-
Total equity at 28 February 2021
25 608 001
2 170 645
(10 030 679)
211 348
743 615
(2 061 339)
16 641 591
(151 344)
16 490 247
44
45
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 28 February 2021
Year ended
28 February 2021
£
Year ended
29 February 2020
£
Notes
Cash flows from operating activities
Loss before taxation
Adjustments for:
Fair value adjustment to customer contract
Depreciation of property, plant and equipment
Impairment of exploration licences
Share-based payments
Equity-settled transactions
Finance income
Finance costs
Changes in working capital:
Increase in receivables
Increase in inventory
Increase 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 £179 194
(2020: £55 235))
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
5
12
11
22
8
14
13
17
11
12
8
19
20
16
16
Net increase/(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
15
46
(5 795 883)
(1 830 457)
(205 635)
898 528
3 069 232
217 407
618 260
-
184 300
(352 953)
(753 688)
619 573
-
128 130
-
184 888
109 190
(3 793)
40 719
(220 634)
(241 546)
578 828
(1 500 858)
(1 254 675)
-
(964 191)
(1 990 856)
3 793
(596 291)
(7 159 313)
(2 955 047)
(7 751 811)
(37 612)
(128 600)
2 796 683
-
7 908 028
(5 378 742)
5 159 757
(562)
(68 015)
2 876 705
3 770 645
4 840 989
(3 610 028)
7 809 734
703 852
(1 196 752)
574 600
1 781 335
72 748
1 351 200
(9 983)
574 600
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 28 February 2021
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 PO Box 282,
Oak House, Hirzel Street, St Peter Port, Guernsey GY1 3RH 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 28 February 2021 and the comparative figures are for the
year ended 29 February 2020.
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”).
The minority shareholders in Renetype are African Women Enterprises Investments Pty Limited and
Cannosia Trading 62 CC who own 10% and 16% respectively.
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 28 February 2021, 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 operations
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.
The Group’s key subsidiaries, AfriTin Namibia and UTMC, use the Namibian Dollar (N$) as their functional
currency. The year-end spot rate used to translate all Nambian Dollar balances was £1 = N$21.10 and the
average rate for the financial year was £1 = N$21.31.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
These financial statements have been prepared in accordance with International Financial Reporting
Standards, International Accounting Standards and Interpretations (collectively “IFRS”) issued by the
International Accounting Standards Board (“IASB”) as adopted by the European Union (“EU adopted
IFRS”).
The Group has adopted the standards, amendments and interpretations effective for annual periods
beginning on or after 1 March 2020. The adoption of these standards and amendments did not have 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
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 realise its assets and discharge its liabilities in the normal course of operations.
At year end, the company had cash in the bank of £1.4m and had drawn down £1.7m of the £2m Nedbank
working capital facility.
Subsequent to year end, an equity placement in May 2021 raised gross proceeds of £13m.
Furthermore, both long term liabilities and associated interest, namely the remaining 2019 convertible loan
notes and the 2020 loan notes were settled on 25 May 2021. The outstanding convertible loan notes were
partially settled through conversion into ordinary shares and partially settled in cash. The outstanding loan
notes were all settled in cash.
Management have prepared a detailed cash flow forecast for the period to 31 July 2022 and stress tests of
this forecast. The forecast excludes the Group’s £2.038m working capital and VAT facility that is currently
due for renewal. The Directors fully anticipate renewal of the facility based on current discussions with
the lender, the security in place and the history of renewals. 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:
• Prices have been set at $28 100 per tonne of tin and $150 000 per tonne of tantalum.
• The base case forecast assumes continuing steady-state production for the current mining and
processing facility.
• The base case forecast includes the procurement of long-lead items relating to the Phase 1 expansion
but does not include the full capital expenditure required for the Phase 1 expansion, which remains
discretionary, as management intends to finance this requirement with debt financing.
In addition, the Board have considered the risks and uncertainties associated with COVID-19 on the Group’s
operations including the potential impact of production stoppages as a result of potential outbreaks of
the virus at the operation as well as downside scenarios in relation to commodity pricing and production
across the period. The scenarios demonstrated that the Group will be able to maintain liquidity without
use of its working capital facilities through management of its expansionary capital project expenditure.
Accordingly, the Directors have concluded that the going concern basis in the preparation of the financial
statements is appropriate and that there are no material uncertainties that would cast doubt on that basis
of preparation.
BASIS OF CONSOLIDATION
Subsidiaries
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 the acquiree’s identifiable net
assets.
Acquisition-related costs are expensed as incurred.
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.
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.
48
49
Disposal of subsidiaries
iii) all resulting exchange differences are recognised in other comprehensive income.
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.
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 date of
ii)
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
REVENUE RECOGNITION
IFRS 15 “Revenue from Contracts with Customers” establishes 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. The
Group generates 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 sampled, bagged and loaded into containers for transportation to the port
in Walvis Bay for shipment.
The company currently has an offtake agreement with its customer, Thailand Smelting and Refining
Company (“Thaisarco”), which was signed on 1 August 2019. This contract was renewed on 1 December
2020 for a further 3 years. As per the contract, 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.
The Group can elect for the sale of each shipment to occur under the following terms:
Option 1: Standard provisional payment
Thaisarco shall pay 90% 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. Title
shall pass to Thaisarco when the concentrate arrives at the Songkhla Port in Thailand.
Option 2: Provisional payment option against original bill of lading
Thaisarco shall pay 90% 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. Title shall pass to Thaisarco when UTMC receives the 90% provisional payment.
Option 3: Provisional payment option against warehouse holding certificate
Thaisarco shall pay 70% provisional payment on the basis of provisional tin content per UTMC’s analysis.
The provisional payment shall be done against presentation of provisional invoice and original warehouse
holding certificate. Thaisarco shall pay an additional 20% provisional payment upon presentation of the
original bill of lading. Title shall pass to Thaisarco when the UTMC receives the 70% provisional payment.
During the year, the Group concluded sales under either Option 2 or Option 3.
Revenue is recognised at a point in time when title and 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 and Option 3. 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.
Pricing for the provisional payment is determined by the published tin price on the date that title and control
passes. Pricing for the final payment shall be declared within 20 market days after arrival at Thaisarco’s
works. The lower of the cash price and the 3-month forward-looking price is used in these calculations.
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.
50
51
Revenue from the sale of sand is recognised at the point in time when control of the goods has transferred
to the customer, which is when the sand leaves the Group’s premises. 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.
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.
• 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 to 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.
SHARE CAPITAL AND RESERVES
i) 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 based on their
nature, 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
ii) 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
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
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 instrument’s book value is variable.
Where none of the above criteria are met, the convertible loan notes are allocated as equity.
iii) 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
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.
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.
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.
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
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.
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PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at historical cost less accumulated depreciation.
Land is not depreciated. Depreciation is provided at rates calculated to write off the cost less the estimated
residual value of each asset over its expected useful economic life. The applicable rates are:
• The mining assets are depreciated using the units of production method from the point that commercial
production was achieved. This reflects the production activity in the period as a proportion of the total
mining reserve. Where the units of production method is used, the assets are depreciated based on a
rate determined by the tonnes of ore processed divided by the estimate of the mineral reserve.
• Short-lived assets which are used in the mining and processing plant are depreciated over a period of
between one and ten years.
• Right-of-use assets are depreciated over the period of the lease contract.
• Computer equipment is depreciated over three years.
• Furniture is depreciated over five years.
• Vehicles are depreciated 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.
RIGHT-OF-USE ASSET
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.
•
•
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 incremental borrowing rate.
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 re-measurements of the lease liability.
IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT
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 determined on the fair value less cost to develop basis. In assessing the
recoverable amount, which is determined on a fair value less costs to develop basis, the expected future
post-tax cash flows from the asset are discounted to their present value using a post-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset.
The Life of Mine (“LoM”) plan is the approved management plan at the reporting date for ore extraction
and its associated capital expenditure. The capital expenditure included in the impairment model does not
include capital expenditure to enhance the asset performance outside of the existing LoM plan. The ore
tonnes included in the LoM plan are those as per the Reserve Statement, which management considers
economically viable.
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.
INVENTORIES
Inventory consists of tin concentrate on hand, the run of mine stockpile and consumable items.
The tin concentrate is carried at the lower of cost or net realisable value. The cost of the concentrate
includes direct materials, direct labour, depreciation and overhead costs relating to processing and
engineering activities. Net realisable value is the estimated selling price net of any estimated selling costs
in the ordinary course of business.
The run of mine stockpile is carried at the lower of cost or net realisable value. The cost of the stockpile
includes direct materials, direct labour, depreciation and overhead costs relating to mining activities. Net
realisable value is the estimated selling price net of necessary processing costs and any estimated selling
costs in the ordinary course of business.
Consumables are valued at the lower of cost (determined on the weighted average basis) 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. Replacement cost is used as the best
available measure of net realisable value.
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FINANCIAL INSTRUMENTS
FINANCIAL LIABILITIES
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 liabilities include trade and other payables, borrowings and other longer-term financing, classified
into one of the following categories:
FINANCIAL ASSETS
The Company classifies its financial assets in the following measurement categories:
•
•
those to be measured subsequently at amortised cost, and
those to be measured subsequently at fair value through profit or loss.
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. The Group currently has no financial
liabilities carried at fair value through profit and loss.
Financial liabilities carried at amortised cost:
The classification depends on the Company’s business model for managing the financial assets and the
contractual terms of the cash flows.
Trade and other payables
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
and interest. At subsequent reporting dates, financial assets at amortised cost are measured at amortised
cost less any impairment losses.
For assets measured at fair value, gains and losses will be recorded in profit or loss.
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 or at fair value through profit
or loss.
Under its offtake arrangement, the Group receives a provisional payment upon satisfaction of its performance
obligations based on the tin price at that date. This occurs prior to the final price determination and the
Group then subsequently receives the difference between the final price and quantity and the provisional
payment. As a result of the pricing structure, the instrument is classified at fair value through profit or loss
and changes in fair value are recorded as other revenue.
Trade and other receivables are classified as a current asset as these are expected to be settled within a
year.
Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and deposits on a term of not greater than three months.
Trade and other payables are initially recognised at fair value and are subsequently measured at amortised
cost, calculated using the effective interest rate method.
Borrowings
Interest-bearing debt is initially recorded at fair value, less transaction costs and is subsequently measured
at amortised cost, calculated using the effective interest rate method.
Borrowing costs are expensed as incurred except where they relate to the financing of construction or
development of qualifying assets in which case they are capitalised up to the date when the qualifying
asset is ready for its intended use.
DERECOGNITION
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) is primarily derecognised when:
• The rights to receive cash flows from the asset have expired; or
• The company has transferred its right to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party, and either
- The company has transferred substantially all the risks and rewards of the asset, or
- The company has neither transferred nor retained substantially all the risks and rewards of the
asset, but has transferred control of the asset.
A financial liability (in whole or in part) is derecognised when the Group has extinguished its contractual
obligations, it expires or is cancelled.
Any gain or loss on derecognition is taken to the profit or loss.
REHABILITATION PROVISION
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.
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The rehabilitation asset is 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.
would result in a £49 935 difference in the liability.
iii) Impairment indicator assessment for exploration & evaluation assets
LEASE LIABILITY
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 amortised 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 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.
i) Going concern and liquidity
Significant estimates were required in forecasting cash flows used in the assessment of going concern
including tin and tantalum prices, the levels of production, operating costs and capital expenditure
requirements. Additionally, judgement has been applied in assessing the risks associated with COVID-19,
together with mitigating steps available to the Group if required. Refer to going concern considerations
noted earlier in Note 2 for further details.
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
18) 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 period 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 28 February 2021 was £180 917
(2020: £86 005). In determining the amount attributable to the rehabilitation liability, management used a
discount rate of 12.8% (2020: 9.35%), an inflation rate of 6% (2020: 5.5%) and an estimated mining period
of 18 years, being the Phase 1 expansion life of mine. A 1% increase or decrease in the inflation rate used
would result in a £34 074 difference in the liability. A 2% increase or decrease in the discount rate used
Determining whether an exploration and evaluation asset is impaired requires an assessment of whether
there are any indicators of impairment, including 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, environmental and regulatory restrictions, and the successful
renewal of licences. The Group considers the South African exploration and evaluation assets to be non-
core as it continues to primarily focus on developing its Namibian assets. Accordingly, the capitalised
exploration and evaluation expenditure relating to the South African assets has been impaired to nil on
the basis that the Group does not intend to incur any further expenditure on its South African licences.
The directors have concluded that there are no indications of impairment in respect of the carrying value
of Namibian intangible assets at 28 February 2021 based on planned future development of the Namibian
projects, and current and forecast tin prices. Exploration and evaluation assets are disclosed fully in Note 11.
iv) Impairment assessment for property, plant and equipment
Management have reviewed the Uis mine for indicators of impairment and have considered, among other
factors, the operations to date at the Uis mine, planned Phase 1 Stage II expansion of the Uis operations,
forecast commodity prices and market capitalisation of the group. In undertaking the indicator review,
management have also reviewed the underlying LoM valuation model for Uis and have concluded that no
indicators of impairment have been noted at year end. The LoM valuation model is on a fair value less cost
to develop basis and includes 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,
and operating and capital costs. The discounted cash flows use a discount rate of 11.7% post tax nominal.
Under the base case forecast using a forecast tin price of $23 889 rising to $24 505 by 2025 and forecast
tantalum price of $150 000, the forecast indicates headroom as at 28 February 2021. Whilst the valuation
based on the operations limited to the Phase 1 Stage II expansion is sensitive to pricing with a 6% reduction
being required to reach break-even point, the planned additional expansion indicates significant headroom
and reduced pricing sensitivity.
v) Depreciation
Judgement is applied in making assumptions about the depreciation charge for mining assets when using
the unit-of-production method in estimating the ore tonnes held in reserves. The relevant reserves are
those included in the current approved LoM plan which relates to the Phase 1 expansion. Judgement is also
applied when assessing the estimated useful life of individual assets and residual values. The assumptions
are reviewed at least annually by management and the judgement is based on consideration of the LoM
plan, as well as the nature of the assets. The reserve assumptions included in the LoM plan are evaluated
by management.
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vi) Commercial production
x) Determining the incremental borrowing rate to measure lease liabilities
Judgement is required to determine when a construction asset is in the location and condition intended.
No specific guidance exists within IFRS, particularly as to what it means for an asset to be “in the location
and condition necessary for it to be capable of operating as intended by management”, but it is common
to simply refer to the achievement of “commercial production” as the point at which the assets are
commissioned, i.e. ready for their intended use.
In determining the commercial production date, management uses certain criteria that are required to
be met before commercial production is achieved. Commercial production is determined to have been
reached when the asset is operating at its designed production level. The Uis Tin Mine achieved commercial
production based on production levels at 1 December 2020 and commercial production was declared. At
that date, capitalisation of cost to the mining asset ceased and depreciation commenced.
vii) Determination of ore reserves
The estimation of ore reserves primarily impacts the depreciation charge of evaluated mining assets, which
are depreciated based on the quantity of ore reserves. Reserve volumes are also used in calculating whether
an impairment charge should be recorded where an impairment indicator exists.
The Group estimates its ore reserves and mineral resources based on information, compiled by appropriately
qualified persons, relating to geological and technical data on the size, depth, shape and grade of the
ore body and related to suitable production techniques and recovery rates. The estimate of recoverable
reserves is based on factors such as tin prices, future capital requirements and production costs, along with
geological assumptions and judgements made in estimating the size and grade of the ore body.
There are numerous uncertainties inherent in estimating ore reserves and mineral resources. Consequently,
assumptions that are valid at the time of estimation may change significantly if or when new information
becomes available.
viii) Valuation of inventories
Judgement is applied in making assumptions about the value of inventories and inventory stockpiles,
including tin prices, plant recoveries and processing costs, to determine the extent to which the Group values
inventory and inventory stockpiles. The Group uses forecast tin prices to determine the net realisable value
of the run-of-mine stockpile and the tin concentrate inventory on hand at year end. Inventory stockpiles
are measured using actual mining and processing costs.
ix) Determining the lease term
In determining the lease term, management considers all facts and circumstances that create an economic
incentive to exercise, or not to exercise, an extension option. Extension options are only included in the
lease term where the company is reasonably certain that it will extend or will not terminate the lease when
the lease expires. For all leases, the most relevant factors include:
•
• The group considers other factors including historical lease durations, related costs and the possible
If there are significant penalties to terminate, the group is typically reasonably certain to extend.
business disruption as a result of replacement of the leased asset.
The lease term is reassessed on an ongoing basis, especially when the option to extend becomes
exercisable, or on occurrence of a significant event or a significant change in circumstances which affects
this assessment, and that is within the control of the group.
The interest rate implicit in leases is not available, therefore, the group uses the relevant incremental
borrowing rate (IBR) to measure its lease liabilities. The IBR is estimated to be the interest rate that the
group would pay to borrow:
• over a similar term
• with similar security
•
•
the amount necessary to obtain an asset of a similar value to the right of use asset
in a similar economic environment
The IBR, therefore, is considered to be the best estimate of the incremental rate and requires management’s
judgement as there are no observable rates available.
xi) Determining the fair value of trade receivables classified at fair value through profit and loss
The consideration receivable in respect of certain sales for which performance obligations have been
satisfied at year end and for which the Group has received prepayment under the terms of the offtake
agreement, remain subject to pricing adjustments with reference to market prices at the date of finalisation.
Under the Group’s accounting policies, the fair value of the consideration is determined, and the remaining
receivable is adjusted to reflect fair value. Management estimated the forward price based on the LME
3-month tin price at year end. As at 28 February 2021 the Group recognised a receivable at fair value
through profit or loss of £531 583 (2020: nil).
3. ADOPTION OF NEW AND REVISED STANDARDS
The Company adopted the following amendments to standards that became effective for periods
commencing on or after 1 March 2020:
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
1 January 2020
“Accounting Policies, Changes in Accounting Estimates and Errors”:
Definition of material
Conceptual
Amendments to References to the Conceptual Framework in IFRS Standards
1 January 2020
Framework
The adoption of these amendments did not have a material impact on the financial statements of the
Group.
ACCOUNTING STANDARDS AND INTERPRETATIONS NOT APPLIED
The following standards, amendments and interpretations to existing standards that are not yet effective
have not been early adopted by the Group:
Annual Improvements to IFRS: 2018-2020 Cycle
Conceptual Framework for Financial Reporting (Amendments to IFRS 3)
IAS 37 Provisions, Contingent Liabilities and Contingent Assets
(Amendment – Onerous Contracts – Cost of Fulfilling a Contract)
IAS 16 Property, Plant and Equipment (Amendment – Proceeds before Intended Use)
IFRS 17 Insurance Contracts
IAS 1 Presentation of Financial Statements (Amendment – Classification of Liabilities
as Current or Non-Current)
1 January 2022
1 January 2022
1 January 2022
1 January 2022
1 January 2023
1 January 2023
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.
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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 28
February 2021, 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
£
As at 29 February 2020
Intangible assets - exploration and
evaluation
Other reportable segmental assets
Other reportable segmental liabilities
Unallocated net liabilities
Total consolidated net assets
3 108 713
4 332 305
7 441 018
60 323
(64 997)
-
3 104 039
13 041 793
(774 676)
-
16 599 422
13 102 116
(839 673)
(759 812)
18 943 649
South Africa
£
Namibia
£
Total
£
Unallocated net assets/liabilities are mainly comprised of cash and cash equivalents and the working
capital facility which are managed at a corporate level.
34 863
(8 786)
(3 069 232)
(3 043 155)
4 950 244
(5 715 954)
-
(765 710)
4 985 107
(5 724 740)
(3 069 232)
(3 808 865)
5. REVENUE
Year ended
28 February 2021
£
Year ended
29 February 2020
£
Year ended 28 February 2021 Results
Revenue
Associated costs
Impairment of exploration licence
Segmental profit/(loss)
Year ended 29 February 2020 Results
Revenue
Associated costs
Segmental profit/(loss)
21 696
(14 006)
7 690
47 336
(436 922)
(389 586)
69 032
(450 928)
(381 896)
The reconciliation of segmental gross loss to the Group’s loss before tax is as follows:
Segmental profit/(loss)
Unallocated costs
Finance income
Finance costs
Loss before tax
Year ended
28 February 2021
£
Year ended
29 February 2020
£
(3 808 865)
(1 802 718)
-
(184 300)
(5 795 883)
(381 896)
(1 411 635)
3 793
(40 719)
(1 830 457)
Revenue from the sale of tin
Revenue from the sale of sand
Total revenue from customers
Other revenue – change in fair
value of customer contract
Total revenue
4 744 609
34 863
4 779 472
205 635
4 985 107
47 336
21 696
69 032
-
69 032
The revenue from the sale of tin and sand is recognised at the point in time at which control transfers. Refer
to Note 2 for further details.
Other revenue relates to the change in the fair value of amounts receivable under the offtake agreement
between the date of initial recognition and the period end resulting from forecast market prices at the
estimated final pricing date. Refer to Note 2 for details of trade receivables recorded at fair value through
profit or loss.
6. OTHER ADMINISTRATIVE EXPENSES
The loss for the year has been arrived at after charging:
Unallocated costs are mainly comprised of corporate overheads and costs associated with being listed in
London.
As at 28 February 2021
Intangible assets - exploration and
evaluation
Other reportable segmental assets
Other reportable segmental liabilities
Unallocated net liabilities
Total consolidated net assets
South Africa
£
Namibia
£
Total
£
11 309
5 229 152
5 240 461
15 494 907
(1 651 016)
-
19 073 043
15 571 367
(1 713 318)
(2 608 263)
16 490 247
76 460
(62 302)
-
25 467
62
Staff costs
Depreciation of property,
plant & equipment
Professional fees
Travelling expenses
Uis administration expenses
Auditor’s remuneration
Other costs
Year ended
28 February 2021
£
Year ended
29 February 2020
£
1 201 489
275 987
127 902
44 793
361 509
69 250
458 832
793 687
128 130
88 550
98 988
199 984
52 873
453 015
2 539 762
1 815 227
63
Other costs are mainly comprised of corporate overheads necessary to run the South African head office
and the costs associated with being listed in London.
9. TAXATION
The tax expense represents the sum of the tax currently payable and deferred tax.
7. STAFF COSTS
Year ended
28 February 2021
£
Year ended
29 February 2020
£
Staff costs capitalised under property, plant and
1 094 729
1 185 121
equipment
Staff costs capitalised under intangible assets
Staff costs recognised as administrative expenses
Staff costs included in cost of sales
Share-based payment charge capitalised under
property, plant and equipment
261 844
666 746
285 216
45 820
104 521
575 561
-
186 835
Share-based payment charge capitalised under
18 204
31 839
intangible assets
Share-based payment charge recognised as
207 407
184 888
administrative expenses
Share issue charge (including amounts capitalised in
327 336
65 470
the prior year)
Year ended
28 February 2021
£
Year ended
29 February 2020
£
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
(5 795 883)
(1 830 457)
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
-
-
(549 615)
549 615
-
(327 821)
327 821
-
Accumulated losses in the subsidiary undertakings for which there is an unrecognised deferred tax asset
are £3 244 873 (2020: £1 797 379).
2 907 301
2 334 235
10. LOSS PER SHARE FROM CONTINUING OPERATIONS
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 26.
The average number of staff during the period was 108 (2020: 66) with an average total cost per employee
for the year of £26 862 (2020: £25 970).
The calculation of a basic loss per share of 0.76 pence (2020: loss per share of 0.29 pence), is calculated
using the total loss for the year attributable to the owners of the Company of £5 694 962 (2020: £1 781 962)
and the weighted average number of shares in issue during the year of 749 085 933 (2020: 623 591 330).
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
28 February 2021 is 86 882 728 (2020: 69 080 819). These potentially dilutive ordinary shares may have a
dilutive effect on future earnings per share.
Emoluments of £289 104 including £172 323 of share options and shares to be issued (2020: £190 932
including £65 281 of share options and shares to be issued) were paid in respect of the highest-paid
director during the year.
11. INTANGIBLE ASSETS
8. FINANCE COST
Interest on lease liability
Interest on environmental rehabilitation liability
Bank interest
Interest on loan notes
Amortisation of warrant charge
Other interest
Year ended
28 February 2021
£
Year ended
29 February 2020
£
39 691
7 593
31 696
49 863
49 541
5 916
33 128
7 029
562
-
-
-
As at 28 February 2019
Additions for the year
Exchange differences
As at 29 February 2020
Additions for the year
Impairment for the year
Exchange differences
Exploration and
evaluation assets
£
Computer
software
£
Total
£
7 012 317
522 131
(209 954)
7 324 494
977 797
(3 069 232)
(108 373)
-
125 894
7 012 317
648 025
(9 370)
(219 324)
116 524
4 598
7 441 018
982 395
-
(3 069 232)
(5 347)
(113 720)
184 300
40 719
As at 28 February 2021
5 124 686
115 775
5 240 461
64
65
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 intangible
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.
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.
The Uis Tin Mine reached commercial production on 1 December 2020. Nameplate capacity (taking into
account mining volumes, plant throughput and recovery) of Stage I of Phase 1 was defined as 60 tonnes of
tin concentrate at a grade of 60% tin in concentrate per month (36 tonnes of contained tin). 63.9 tonnes
of tin concentrate was produced in November 2020 and production of 60 tonnes or more per month
has been consistently achieved subsequently. Management has therefore determined that commercial
production was reached at this point. Up to this date, costs directly related to the development of the mine
were capitalised to the mining asset. Included in these costs was capitalised interest of £254 539 (2020:
£55 235).
The Group considers the South African exploration and evaluation assets to be non-core as it continues to
primarily focus on developing its Namibian assets. Accordingly, the capitalised exploration and evaluation
expenditure relating to the South African assets of £3.069m has been impaired to nil on the basis that the
Group does not intend to incur any further expenditure on its South African licences.
A deduction to assets under construction of £2 805 630 (2020: £38 143) has been recorded in respect of
the revenues generated during the development phase prior to commercial production being established
with a corresponding charge to cost of sales to reflect the contribution to development cost provided by
such revenues.
The directors have concluded that there are no indicators of impairment in respect of the carrying value of
the Namibian exploration and evaluation assets at 28 February 2021 based on planned future development
of the projects and current and forecast tin prices.
From 1 December 2020, depreciation of the mining asset commenced in accordance with IAS 16. The total
depreciation charge for the year was split between administrative expenses and cost of sales. £275 987
was included in administrative expenses, while the balance of £622 541 was included in cost of sales as it
was a cost that was incurred for mining and processing purposes.
12. PROPERTY, PLANT AND EQUIPMENT
n
o
i
t
c
u
r
t
s
n
o
C
r
e
d
n
u
t
e
s
s
A
i
g
n
n
M
i
d
n
a
L
i
g
n
n
o
i
s
s
i
m
m
o
c
e
D
t
e
s
s
A
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
e
r
u
t
i
n
r
u
F
s
e
l
c
i
h
e
V
l
a
t
o
T
13. INVENTORIES
Tin concentrate on hand
Run-of-mine stockpile
Consumables
t
e
s
s
a
g
n
n
M
i
i
28 February 2021
£
29 February 2020
£
373 310
427 423
195 965
996 698
185 338
-
61 572
246 910
Cost
As at 28 February 2019
Additions for the year
Foreign exchange
differences
As at 29 February 2020
Additions for the year
Disposals for the year
Transfer between
categories of assets
Foreign exchange
differences
As at 28 February 2021
Accumulated
Depreciation
As at 28 February 2019
Charge for the year
Foreign exchange
differences
As at 29 February 2020
Charge for the year
Foreign exchange
differences
As at 28 February 2021
Net Book Value
As at 28 February 2021
As at 29 February 2020
As at 28 February 2019
11 862
12 438
13 439
13 439
-
5 495 771
7 370 105
-
-
75 180
10 715
-
276 547
66 198
35 768
71 234
20 290
85 504
-
5 807 326
7 713 425
(1 001)
(864 947)
12 438
-
-
12 000 929
2 028 009
-
-
-
123 803
-
(6 398)
79 497
90 323
-
(20 583)
255 964
259 957
-
(7 593)
(6 776)
(6 369)
(931 667)
94 373
46 543
(1 955)
84 748
21 598
-
79 135
-
-
12 607 084
2 570 233
(1 955)
-
-
(576)
11 862
-
-
-
-
-
-
(13 550 114)
13 550 114
-
-
-
-
-
-
(478 824)
-
1 236
13 675 153
(2 777)
167 043
(9 250)
506 671
(3 903)
135 058
(3 681)
(3 662)
(501 437)
102 665
75 473
14 673 925
-
-
-
-
-
-
-
12 000 929
5 495 771
-
-
-
717 864
6 118
723 982
-
-
-
-
-
58 220
11 040
32 573
4 116
15 962
7 127
21 375
22 283
128 130
(4 333)
53 887
108 794
(3 274)
40 339
35 622
(1 468)
18 610
17 566
(2 122)
26 380
18 682
(11 197)
139 216
898 528
-
-
(1 407)
161 274
(1 528)
74 433
(669)
35 507
(1 034)
44 028
1 480
1 039 224
12 951 171
-
-
167 043
79 497
75 180
345 397
202 077
-
60 625
54 034
55 158
67 158
66 138
67 118
31 445
52 755
78 377
13 634 701
12 467 868
5 785 043
14. TRADE AND OTHER RECEIVABLES
Trade receivables
Trade receivables at fair value
through profit or loss
Other receivables
VAT receivables
28 February 2021
£
29 February 2020
£
185 451
531 583
204 779
266 339
1 188 152
42 772
-
111 614
494 336
648 722
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 due to no history of default or non-payment from Thaisarco. The trade receivable
from Thaisarco was settled after year end.
Trade receivables at fair value through profit or loss relates to the change in the fair value of trade receivables
under the offtake agreement between the date of initial recognition and the period end resulting from
forecast market prices at the estimated final pricing date.
The total trade and other receivables denominated in South African Rand amount to £79 888 (2020:
£65 288), denominated in Namibian Dollars amount to £429 819 (2020: £517 322) and denominated in US
Dollars amount to £627 566 (2020: nil).
66
67
15. CASH AND CASH EQUIVALENTS
Reconciliation of net cash flow to movement in borrowings
28 February 2021
£
29 February 2020
£
Cash on hand and in bank
1 351 200
574 600
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 £119 976 (2020: £48 887), the total cash and cash equivalents denominated in
Namibian Dollars amount to £13 156 (2020: £240 623) and the total cash and cash equivalents denominated
in US Dollars amount to £551 832 (2020: £132).
16. BORROWINGS
Working capital facility
Loan note instrument
28 February 2021
£
29 February 2020
£
1 710 247
2 159 242
3 869 489
1 230 961
-
1 230 961
On 16 August 2019, a working capital facility of N$35 000 000 (c. £1.659 million) and a VAT facility for
N$8 000 000 (c. £379 000) was entered into between the Company’s subsidiary, AfriTin Mining (Namibia)
Pty Limited and Nedbank Namibia.
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 reviewed on 31 July 2020 and were renewed for a
further 12-month period. The facility is due for annual review in July 2021 and discussions are currently
underway with the lender in securing the rollover of the facility. 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 5% of the Company provide collateral in the form of a
joint suretyship.
In addition to 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.
On 5 May 2020, £2.05 million financing was secured by way of a loan note facility. The notes, which are
issued in tranches of £50 000, bear an interest rate of 10% per annum to be accrued and payable in full on
redemption, and have a 12-month term.
Balance at 29 February 2020
1 230 961
Cash flows
Proceeds from working capital facility
Proceeds from loan note instrument
Repayment of working capital facility
Non-cash flows
Interest accrued on loan note instrument
Warrants issued during the year
5 858 028
2 050 000
(5 378 742)
146 836
(162 480)
Warrants charge amortised during the year
124 886
Balance at 28 February 2021
3 869 489
17. TRADE AND OTHER PAYABLES
Trade payables
Other payables
Accruals
28 February 2021
£
29 February 2020
£
1 094 390
141 677
248 415
1 484 482
570 779
71 117
252 934
894 830
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 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 £232 071 (2020: £165 988)
and £1 185 802 (2020: £622 762) is denominated in Namibian Dollars.
68
69
18. ENVIRONMENTAL REHABILITATION LIABILITY
Balance at 28 February 2019
Increase in provision
Interest expense
Foreign exchange differences
Balance at 29 February 2020
Increase in provision
Interest expense
Foreign exchange differences
Balance at 28 February 2021
£
75 180
10 717
7 029
(6 921)
86 005
90 323
7 593
(3 004)
180 917
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 28 February 2021.
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 12.8% (2020: 9.35%), an inflation rate of
6% (2020: 5.5%) and an estimated mining period of 18 years, being the Phase 1 expansion life of mine.
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. LEASE LIABILITY
The Company assessed all rental agreements and concluded that the following rentals fall within the scope
of IFRS 16: Leases and therefore a lease liability has been recognised:
Lease term
Option to extend/
terminate
Incremental
borrowing
rate
Office building
5 years
Option to extend not specified in contract. Term
13.75%
Workshop facility
2 years
Option to extend not specified in contract. Term
7.5%
of lease determined to be 5 years.
Residential housing
5 years
The lease will continue automatically after the
8.5%
of lease determined to be 2 years.
initial period for an open-ended period. Either
party must provide written notice if they wish to
terminate. Lease term determined to be 5 years.
Balance at 28 February 2019
Additions
Interest expense
Lease payments
Foreign exchange differences
Balance at 29 February 2020
Additions
Interest expense
Lease payments
Foreign exchange differences
Balance at 28 February 2021
Office Building
£
Workshop
£
Housing
£
Total
£
-
276 547
33 128
(68 015)
(17 987)
223 673
-
24 419
(64 201)
(10 749)
173 142
-
-
-
-
-
-
108 252
3 923
(30 319)
818
82 674
-
-
-
-
-
-
151 705
11 349
-
276 547
33 128
(68 015)
(17 987)
223 673
259 957
39 691
(34 080)
(128 600)
1 287
130 261
(8 644)
386 077
The following is the split between the current and the non-current portion of the liability:
Non-current liability
Current liability
28 February 2021
£
29 February 2020
£
260 512
125 565
386 077
181 544
42 129
223 673
A total of £168 792 (2020: £113 205) was included in administrative expenses during the year for the cost
of short-term rentals for vehicles and lifting equipment.
20. SHARE CAPITAL
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
Capital Raise - 3 August 2020
Shares issued to suppliers
Share issue costs
Shares issued to directors/employees
Loan note conversion
Balance at 28 February 2021
Number of
ordinary shares of
no par value issued
and fully paid
544 588 525
99 613 074
-
327 868
8 616 906
653 146 373
145 238 089
15 273 480
-
16 133 440
44 898 630
874 690 012
Share Capital
£
17 337 718
2 988 392
(111 687)
10 000
262 816
20 487 239
3 050 000
320 743
(253 317)
403 336
1 600 000
25 608 001
70
71
Authorised: 1 220 486 913 ordinary shares of no par value
Allotted, issued and fully paid: 874 690 012 shares of no par value
On 22 April 2021, notice was received from warrant holders to exercise 1 186 666 warrants at an exercise
price of 4.5p and 500 000 warrants at an exercise price of 1.95p.
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.
22. SHARE-BASED PAYMENT RESERVE
Director share options
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.
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.
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
On 3 August 2020, 15 273 480 ordinary shares of no par value were issued to various suppliers as settlement
of invoices for services rendered. These shares were issued at a price of 2.1 pence per share.
The estimated fair values were calculated by applying the Black Scholes pricing model. The model inputs
were:
On 4 January 2021, 16 133 440 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. These shares were issued at
a price of 2.5 pence per share.
On 15 February 2021, AfriMet Resources AG elected to convert its portion of outstanding convertible loan
notes, totalling £1 600 000 into fully paid ordinary shares. These shares were issued at a price of 4 pence
per share.
21. WARRANTS
The following warrants were granted during the year ended 28 February 2021:
Date of grant
Number granted
Contractual life
Estimated fair value per warrant (£)
10 December 2020
2 500 000
2.4 years
0.0101
7 July 2020
2 500 000
2.8 years
0.0122
31 May 2020
2 500 000
2.9 years
0.0068
5 May 2020
13 000 000
3 years
0.0069
The warrants in issue during the year are as follows:
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
Granted during the year
Expired during the year
Exercised during the year
Outstanding at 28 February 2021
Exercisable at 28 February 2021
5 671 939
5 671 939
-
-
-
5 671 939
5 671 939
20 500 000
(1 871 939)
-
24 300 000
24 300 000
The warrants outstanding at year end have an average exercise price of £0.023, with a weighted average
remaining contractual life of 2.14 years.
In the year ended 28 February 2021, there was a charge of £162 480 (2020: nil) accounted for due to the
issue of warrants.
Date of grant
Share price at grant date (pence)
Exercise price (pence)
Expiry date
Expected volatility
Expected dividends
Risk-free interest rate
18 October 2019
3.15
3.75
18 October 2024
60%
Nil
1.24%
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 director share options in issue during the year are as follows:
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
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding at 28 February 2021
Exercisable at 28 February 2021
17 500 000
-
9 600 000
-
-
-
27 100 000
13 125 000
-
-
-
-
27 100 000
8 389 999
On 4 January 2021, 10 600 000 share options held by the Chief Executive Officer, Anthony Viljoen were
repriced by the Remuneration Committee to align company and shareholder expectations with long-term
incentivisation goals. The exercise price and the first exercise date were changed, however, the contractual
life of the options remained unchanged. The fair value of the repriced options (calculated using the Black
Scholes method) decreased from the initial fair valuation. As such, no adjustment to amortising of the
initial fair value over the vesting period was made.
The director share options outstanding at year end have an average exercise price of £0.045 (2020: £0.053),
with a weighted average remaining contractual life of 2.77 years (2020: 3.77 years).
A director must remain as a director of the Company for the share options to vest. In the event that a
director ceases to be a director during the vesting period, the Board reserves the right to determine
whether the share options will be terminated or not. There are no market-based vesting conditions on the
share options.
72
73
Employee share options
Director shares to be issued
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:
Date of grant
Share price at grant date (pence)
Exercise price (pence)
Expiry date
Expected volatility
Expected dividends
Risk-free interest rate
18 October 2019
3.15
3.75
18 October 2024
60%
Nil
1.24%
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 employee share options in issue during the year are as follows:
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
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding at 28 February 2021
Exercisable at 28 February 2021
22 500 000
-
12 330 000
-
-
-
34 830 000
11 250 000
-
-
-
-
34 830 000
-
On 4 January 2021, 34 830 000 share options held by employees were repriced by the Remuneration
Committee to align company and shareholder expectations with long-term incentivisation goals. The
exercise price and the first exercise date were changed, however the contractual life of the options remained
unchanged. The fair value of the repriced options (calculated using the Black Scholes method) decreased
from the initial fair valuation. As such, no adjustment to amortising of the initial fair value over the vesting
period was made.
The employee share options outstanding at the year-end have an average exercise price of £0.034 (2020:
£0.053), with a weighted average remaining contractual life of 2.96 years (2020: 3.96 years).
An 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.
Directors’ fees of £16 342 (2020: £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
Employee salaries of £17 720 (2020: £13 961) are owing to employees at the end of the year. These salaries
will be settled through the issuing of shares. The corresponding credit has been recorded in the share-
based payment reserve.
23. NON-CONTROLLING INTERESTS
Non-controlling interest that is material in the group relates to the Small Miners of Uis (“SMU”) who own
15% of UTMC. SMU is a non-profit association incorporated in Namibia. The entity was set up by the Ministry
of Mines and Energy to act on behalf of small-scale miners across Namibia.
Other includes the following minority interests which are not material:
- Cannosia Trading 62 CC who own 16% of Renetype
- African Women Enterprise Investments (Pty) Ltd who own 10% of Renetype
- Lerama Resources (Pty) Ltd who own 50% of Jaxson
- Tamiforce (Pty) Ltd who own 26% of Zaaiplaats
As at 28 February 2021
UTMC
Other
Total
Amount attributable to all shareholders:
Loss after tax
Non-current assets
Current assets
Total assets
Non-current liabilities
Current liabilities
Total liabilities
(659 673)
(7 150)
(666 822)
2 678 021
15 233
2 693 254
2 524 054
5 202 076
-
15 233
2 524 054
5 217 308
5 136 254
43 275
5 179 529
997 620
6 133 874
11 964
55 239
1 009 584
6 189 113
Net liabilities
931 798
40 006
971 804
Amount attributable to non-controlling interest:
Loss after tax
Net liabilities
(98 951)
(1 970)
(100 921)
139 770
11 574
151 344
74
75
As at 29 February 2020
UTMC
Other
Total
Amount attributable to all shareholders:
Loss after tax
Non-current assets
Current assets
Total assets
Non-current liabilities
Current liabilities
Total liabilities
(299 949)
(13 243)
(313 192)
2 165 378
1 037 166
3 202 544
699 699
2 865 077
-
1 037 166
699 699
3 902 243
2 531 291
1 057 484
3 588 775
612 209
3 143 500
14 058
1 071 542
626 267
4 215 042
Net liabilities
278 423
34 376
312 799
Categories of financial instruments
The Group holds the following financial assets:
Measured at amortised cost:
Trade and other receivables
Cash and cash equivalents
Measured at fair value through profit or loss:
Trade and other receivables
Total financial assets
Year ended
28 February 2021
£
Year ended
29 February 2020
£
390 230
1 351 200
531 583
2 273 013
154 386
574 600
-
728 986
(44 992)
41 764
(3 502)
10 049
(48 495)
51 812
Under its customer sale arrangement, the Group receives a provisional payment upon satisfaction
of its performance obligations based on the spot price at that date. This occurs prior to the final price
Amount attributable to non-controlling interest:
Loss after tax
Net liabilities
24. 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 maximising 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, borrowings and retained losses.
The Group is not subject to any externally imposed capital requirements.
Significant accounting policies
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
determination, with the Group then subsequently receiving or paying the difference between the final price
and quantity and the provisional payment. As a result of the pricing structure, the instrument is classified
at fair value through profit or loss and measured at fair value with resulting changes in fair value recorded
as other revenue.
Trade receivables at fair value through profit or loss fail the criteria for being measured at amortised cost
owing to the variability resulting from final pricing adjustments. Financial instruments measured at fair
value are presented by level within which the fair value measurement is categorised. The levels of fair value
measurement are determined as follows:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
The Group’s contract receivable at 28 February 2021 is recorded at fair value through profit or loss and fair
valued based on the estimated forward prices that will apply under the terms of the sales contracts on the
product reaching the port of destination. The trade receivables fair value reflects amounts receivable from
the customer adjusted for forward prices expected to be realised.
The forward price is based on the LME 3-month tin price as at 28 February 2021. Given the short period to
final pricing, the time value of money is not considered to be significant.
Fair value of this trade receivable at fair value through profit or loss is categorised at Level 1. During the
year there were no transfers between levels of fair value hierarchy.
76
77
The Group holds the following financial liabilities:
Year ended
28 February 2021
£
Year ended
29 February 2020
£
Measured at amortised cost:
Trade and other payables
Borrowings
Lease liability
Total financial liabilities
1 484 482
3 869 489
386 077
5 740 048
894 830
1 230 961
223 673
2 349 464
Maturity analysis of the contractual undiscounted cash flows:
Up to
3 months
Between 3
and 12 months
Between 1
and 2 years
Between 2
and 5 years
Total
Trade and other payables
1 484 482
Borrowings
Lease Liability
2 159 242
29 834
3 673 558
-
1 710 247
95 730
1 805 977
-
-
-
-
1 484 482
3 869 489
128 066
128 066
132 447
386 077
132 447
5 740 048
General objectives, policies and processes
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
Currency
Sterling
USD
South African Rand
Namibian Dollars
28 February 2021
£
29 February 2020
£
666 236
551 832
119 976
13 156
1 351 200
284 958
132
48 887
240 623
574 600
Please refer to note 14 for the concentration of credit risk relating to trade receivables.
At 28 February 2021, 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.
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
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 and its cash requirements are anticipated via the
budgetary process. At 28 February 2021, the Group had £1 351 200 (2020: £574 600) of cash reserves.
Market risk
The Group’s activities expose it primarily to the financial risk of changes in commodity prices, foreign
currency exchange rates and interest rates.
The Group’s principal financial assets are bank balances and trade and other receivables.
Interest rate risk
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 minimise credit risk. Credit risk relating
to other receivables is minimal.
The concentration of the Group’s credit risk is considered by counterparty, geography and 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 Ba2 (Moody’s), and the Namibian
Dollar account is held with a bank in Namibia with a rating of Ba3 (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:
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 arises. The carrying amount of the Group’s foreign currency denominated monetary assets and
liabilities, all in Pound Sterling, is shown below.
78
79
Cash and cash equivalents
Other receivables
Trade and other payables
Borrowings
Year ended
28 February 2021
£
Year ended
29 February 2020
£
684 964
1 137 272
(1 417 873)
(1 710 247)
(1 305 884)
289 642
88 274
(788 750)
(1 230 961)
(1 641 795)
the outstanding amount was settled through the issuing of 18 963 699 ordinary shares of no par value in
the Company at a conversion price of 4 pence per ordinary share and the remaining portion totalling £1.8m
(including £0.328m of accrued interest) was redeemed in cash.
Settlement of loan notes
On 25 May 2021, the 2020 loan note facility of £2.05m and associated interest of £0.216m was settled in
full in cash.
Issue of shares
On 25 May 2021, 327 868 ordinary shares of no par value were issued in lieu of broker fees at a price of 6
pence.
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.
26. RELATED-PARTY TRANSACTIONS
The Group does not enter into any derivative financial instruments to manage its exposure to foreign
currency risk.
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.
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 year end for a 10% change in foreign
currency rates.
Rand denominated
monetary items
£
Rand currency impact
Strengthening
£
Rand currency impact
Weakening
£
Assets
Liabilities
199 863
(232 071)
(32 208)
219 849
(255 278)
(35 429)
179 877
(208 864)
(28 987)
Namibian Dollar
denominated
monetary items
£
Namibian Dollar
currency impact
Strengthening
£
Namibian Dollar
currency impact
Weakening
£
Assets
Liabilities
442 975
(2 896 049)
(2 453 074)
487 273
(3 185 654)
(2 698 381)
398 678
(2 606 444)
(2 207 767)
25. EVENTS AFTER BALANCE SHEET DATE
Exercise of warrants
On 22 April 2021, notice was received from warrant holders to exercise 1 186 666 warrants at an exercise
price of 4.5 pence and 500 000 warrants at an exercise price of 1.95 pence.
Equity Fundraising
On 12 May 2021, £13 million (before expenses) was raised by way of a private placement. 216 666 667
ordinary shares of no par value in the company at a price of 6 pence per share were issued.
Settlement of convertible loan notes
On 25 May 2021, the remaining £2.2m of the £3.8m 2019 convertible loan notes was settled. £0.759m of
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, the Group acquired
a DMS plant from Goldiblox for £155 678. There were no transactions during the current year. At year end,
the Group did not owe Goldiblox any funds (2020: nil).
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 period, Bushveld charged the Group
£82 423 (2020: £85 596) for the use of office space. At period end, the Group owed Bushveld £112 962
(2020: £71 762). Furthermore, Bushveld provide suretyship of N$30m (approx £1.42m) 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.
28 February 2021
Non-Executive Directors
Glen Parsons (Chairman)
Terence Goodlace
Laurence Robb
Roger Williams (resigned
28 September 2020)
Executive Director
Anthony Viljoen (CEO)
Other key management
personnel
Robert Sewell (CFO)
Frans van Daalen (COO)
Shares
Issued in
Shares
Share
Relation to
Issued in
Director
Option
Director
Relation to
Charge
Fees/Salary
Bonus
Fees/
Salary
£
£
10 893
10 761
10 761
10 761
40 000
-
13 000
-
£
-
-
-
-
£
-
28 750
12 000
14 583
Other
Fees
£
-
-
-
-
Total
£
50 893
39 511
35 761
25 344
26 090
17 365
128 868
116 781
-
289 104
19 599
22 099
-
-
65 919
81 178
86 745
112 322
110 964
70 365
275 965
371 181
-
-
-
172 263
215 599
828 475
80
81
29 February 2020
Shares
Issued in
Shares
Share
Relation to
Issued in
Director
Option
Director
Relation to
Charge
Fees/Salary
Bonus
Fees/
Salary
£
£
17 626
15 471
15 471
15 471
40 000
-
13 000
25 000
£
-
-
-
-
£
-
28 772
12 000
22 000
-
-
Other
Fees
£
-
-
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.
Total
£
57 626
44 243
62 471
40 471
Non-Executive Directors
Glen Parsons (Chairman)
Terence Goodlace
Laurence Robb
Roger Williams
Executive Director
Anthony Viljoen (CEO)
Other key management
personnel
Robert Sewell (CFO)
Frans van Daalen (COO)
41 440
23 841
-
125 650
-
190 932
43 078
68 944
55 147
10 994
217 501
167 983
-
-
-
87 257
114 656
-
-
185 482
194 594
368 335
22 000
775 819
27. 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 net proceeds on outstanding convertible loan notes.
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 4 pence 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.
82
83
NOTICE OF ANNUAL GENERAL MEETING
(Incorporated in Guernsey under registered number 63974)
Registered office:
PO Box 282, Oak House, Hirzel Street, St Peter Port, Guernsey GY1 3RH
30 July 2021
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 adviser 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 25 August 2021
PO Box 282, Oak House, Hirzel Street, St Peter Port, Guernsey GY1 3RH. 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 Group, PXS, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, 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 date of this Notice, restrictions on movement within Guernsey have been lifted but persons arriving
into the Bailiwick of Guernsey are presently required to self-isolate for periods of up to 14 days depending
on the country from and/or through which they have travelled (and subject to one or more negative
COVID-19 tests). With effect from 1 July 2021, persons who are fully vaccinated and who in the previous
14 days have only been within the Common Travel Area of the UK, Ireland, Jersey and the Isle of Man will
be able to travel to Guernsey without having to self-isolate or undergo a COVID-19 test. However, this
concession may change prior to the date of the Meeting.
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 and has put in place the following precautions
(the “COVID-19 Precautions”):
1. 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
NOTICE OF
ANNUAL
GENERAL
MEETING
84
85
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.
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 website 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
website at www.signalshares.com and follow the instructions on screen.
ORDINARY RESOLUTIONS
EXTRAORDINARY RESOLUTIONS
7. 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 agreement which would or might
require Options to be 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 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 conferred 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.
8.
1. That Nick Babbé be appointed as Chairman of the Annual General Meeting in accordance with and
By order of the Board
pursuant to article 19.1.5 of Articles of Incorporation of the Company.
2. To receive and adopt the Annual Financial Statements of the Company and the Directors’ report and
the report of the Auditor for the year ended 28 February 2021.
3. That Terence Goodlace shall be re-elected as a Director of the Company, having retired by rotation and
offered himself for re-election.
4. That Messrs BDO LLP be reappointed as Auditor to the Company.
5. That the Directors be authorised to approve the remuneration of the Company’s Auditor.
6.
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 556 167 456 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
resolution, 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.
AR VILJOEN
Director
30 July 2021
86
87
REGISTERED OFFICE
PO Box 282
Oak House
Hirzel Street, St Peter Port
Guernsey GY1 3RH
REPRESENTATIVE OFFICE - South Africa
Illovo Edge Office Park
Building 3, 2nd Floor
Corner Harries and Fricker Road
Illovo, South Africa
REPRESENTATIVE OFFICE - Namibia
Shop 48, Second Floor
Old Power Station Complex
Armstrong Street
Windhoek, Namibia
NOMINATED ADVISER
WH Ireland Limited
24 Martin Lane
EC4R ODR London
United Kingdom
INDEPENDENT AUDITOR
BDO LLP
55 Baker Street
W1U 7EU London
United Kingdom
LEGAL COUNSEL - South Africa
Edward Nathan Sonnenberg
150 West Street Sandown
Johannesburg, 2196
South Africa
LEGAL COUNSEL - United Kingdom
Gowling WLG
4 More London Riverside
SE1 2AU London
United Kingdom
CORPORATE ADVISER AND 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
COMPANY
INFORMATION
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