2022 ANNUAL
REPORT
CHAIRMAN’S STATEMENT .................................................................................................................................
5
CHIEF EXECUTIVE OFFICER’S STATEMENT ...............................................................................................
7
FINANCIAL REVIEW ..............................................................................................................................................
11
DIRECTORS’ REPORT ............................................................................................................................................
15
CORPORATE GOVERNANCE REPORT ..........................................................................................................
23
STATEMENT OF DIRECTORS’ RESPONSIBILITIES ....................................................................................
29
INDEPENDENT AUDITOR’S REPORT ...............................................................................................................
31
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ..........................................................
40
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ....................................................................
41
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ......................................................................
42
CONSOLIDATED STATEMENT OF CASH FLOWS .....................................................................................
44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ..............................................................
45
NOTICE OF ANNUAL GENERAL MEETING ...................................................................................................
85
COMPANY INFORMATION ...................................................................................................................................
89
TABLE OF
CONTENTS
2
3
GLEN PARSONS
CHAIRMAN
The year in review marks a significant milestone
for AfriTin and the team. I congratulate all of our
employees on this achievement. The fundamentals
in this financial year have been strong for tin,
coupled with the ever-increasing demand for
the transition to a greener world. Our team has
successfully returned Uis to its rightful state as a
producing mine. I congratulate all of our employees
on this achievement.
Since attaining our Namibian licences, we remain
confident in the fundamentals of producing a
saleable tin concentrate and further unlocking
future revenue streams. Against the backdrop of
surpassing nameplate production in November
2020 and building on this throughout 2021, AfriTin
is well on its way to becoming a globally significant
producer of high demand strategic commodities.
We look forward to building on our existing
platform through our various expansion projects
and complimentary metal streams.
As per most companies globally, AfriTin was
not immune to the effects and disruptions of
the COVID-19 pandemic. While our teams were
presented with multiple logistical challenges, acts
performed to overcome these are a testament to
the resilience and flexibility of our employees and
management. The health and safety of our staff,
partners and stakeholders has been, and always
will be of paramount importance to the Board.
Afritin’s commitment to strong Environmental,
Social and Governance (ESG) principles has been
entrenched in our philosophy since inception and
is strongly supported by the Board and the entire
organisation. We recognise the need and duty to
entrench good governance and ESG principles as
early as possible in our business development plan
and to adopt necessary monitoring and change to
sustainably achieve these.
Looking to the future of AfriTin, we remain confident
in our pursuit of producing saleable commodities
at Uis as well as our other license areas. The
positive, global momentum shift in the green
tech revolution and a step-change in demand for
these strategic materials is the global opportunity
that presents itself to AfriTin. AfriTin’s ability to
economically deliver these saleable products to
what we believe is a pent up and ongoing future
demand for these minerals remains our focussed
objective.
AfriTin is particularly proud of developing Uis in
Namibia in conjunction with our ma jority Namibian
workforce at site, our local communities and
local and national government. Namibia is one of
Africa’s leading mining jurisdictions according to
the Policy Perspective Index, and we are proud to
play our part in its continued development. Listing
on the Namibian Stock Exchange in March 2022
solidifies our commitment to the country and our
desire to share our success locally with those who
played a part in it.
We consider AfriTin today to be a significantly
different company to what it was a year ago
due to the change achieved and accelerated
development progress at Uis. There are
considerable future strategic milestones we have
set for our teams, and whilst our tin success at
Uis provides a proven underpinning foundation on
which to build, we are not resting on this.
I applaud the work completed and the foundations
laid to secure our future and would like to thank
my fellow Board members, management teams, all
stakeholders and most of all our people and their
families.
GLEN PARSONS
Chairman
31 August 2022
5
CHAIRMAN’S
STATEMENT
4
CHAIRMANS’STATEMENTFINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION
ANTHONY VILJOEN
CHIEF EXECUTIVE OFFICER
AfriTin has had another successful year, serving
as the foundation for the rapid deployment of
the Company’s various growth initiatives over
the coming months. I believe AfriTin is poised to
become a leading supplier of technology metals,
targeting a more diversified portfolio of production
in the near future. We find ourselves a part of a
small, unique group of global tin producers, with
a differentiating factor being the prospect of
underexplored lithium and tantalum in the region,
as well as additional historical open pit mines which
all form part of our exciting mining operations at
our flagship Uis asset.
The market fundamentals for tin provided the
perfect backdrop for a mine ramping up its
results
production. Our positive production
coincided with a period of unprecedented tin
price highs triggered by low stocks and no sign
of relief from a constrained physical supply
chain. The Company ended the financial year
with cash and cash equivalents of £7.365m (2021:
£1.351m). A £4.5 million senior secured term loan
agreed with Standard Bank Namibia marked a
strong endorsement of the Company and the
expansion of our tin production. Our focus now
turns to leveraging these cashflows from the tin
production, to bring the significant lithium and
tantalum revenue streams into production.
The Phase 1 pilot plant at Uis has performed strongly
and provided a perfect platform to propel AfriTin
from a single commodity producer to a multi-tech
metal Company over the next five years. Production
at our flagship asset exceeded nameplate capacity
with an annual production of 804 tonnes of tin
concentrate. A Definitive Feasibility Study for the
expansion of the Phase 1 mining and processing
facility was published during the year which served
as confirmation of the highly attractive economics
associated with the low-cost modular expansion of
the current Phase 1 plant. The Phase 1 expansion
project is currently in progress and is estimated to
increase tin concentrate production by 67% by way
of a modular expansion of the existing processing
facility. The bulk of the civil construction and steel
fabrication has been completed, with on-site steel
construction currently in progress.
In line with our vision of diversification of our tech-
metal exposure through by-product production,
raising equity funds of £13 million before expenses
has put the Company in a position to expedite the
Phase 1 expansion and further investigate lithium
and tantalum by-product potential and exploration.
By-product production as well as the introduction
of ore sorting technology, which upgrades feed
to the concentrator by up to four times the ROM
grade, could transform the overall economics and
unit cost of production for Phase 1. The Company
is proceeding with the design and procurement
of a pilot lithium beneficiation facility as well as
the implementation of a tantalum concentrating
circuit and ore sorting test circuit. By implementing
the pilot phase development of these additional
products, the Company aims to take advantage of
the burgeoning technology metals market by fast-
tracking the by-product streams into production.
Turning to Phase 2, the results of the Phase 2
Preliminary Economic Assessment (PEA) were
announced during the year and demonstrated
the economics and returns for the expansion
(see announcement dated 26 April 2022). Phase
2 should see AfriTin produce globally significant
volumes of tin, lithium, and tantalum, which the
Directors believe are vital in meeting the demands
of the transition to a new efficient and greener
technology future.
The Directors consider the Damara region to be
CHIEF EXECUTIVE
OFFICER’S STATEMENT
6
7
CHAIRMANS’STATEMENTFINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION
a metallogenic jewel with huge, underexplored
potential. The ore reserve declared at Uis represents
a small portion of the historically drilled area in the
mining licence property. As a route to expanding our
footprint within the extended Uis project area, an
exploration drilling campaign commenced during the
year with the aim of verifying the historic resources
and upgrading the resources to comply with the
JORC (2012) Codes. This could see the resource
increase significantly from 1.54 Mt, however, at this
stage there can be no guarantee what that resource
will be. We look forward to providing updates as we
progress. The Company’s other licence areas in the
region encompass additional historical mining areas
and there is potential for these to deliver sustained
long-term value by reopening a global significant-
tech metals province for AfriTin. The exploration of
these remains a high priority for the Company. To
this end, an exploration programme is in progress to
confirm the historical tin and tantalum resource and
to investigate the spodumene (lithium) discovery
announced in March 2022 (after the period under
review) at our B1/C1 mining licence. In addition, an
aggressive confirmatory drilling program at the
historic Brandberg West tin and tungsten mining
operation, aims to verify the historical drilling
database at this site.
Our fully funded Phase 1 expansion project and
the extensive exploration programme currently
underway are the fundamental building blocks to
positioning AfriTin as a globally significant tech
metals producer. While the volatility in the tin prices
post year-end posed a challenge for the Group, we
are at the advanced stages of securing funding to
continue with our growth ambitions. A subsidiary
of the Group has entered into a conditional, credit
approved, term sheet for a lending facility with the
Development Bank of Namibia Limited (“Development
Bank of Namibia”) to fund the Uis Phase 1 Stage II
Continuous Improvement Project. As announced on 5
July 2022, a Proposed Lending Facility comprising a
NAD 100 million (approximately £5.5 million) Senior
Secured Lending Facility has been signed with the
Development Bank of Namibia. Although the Lending
Facility has been approved by the credit committee
and board of the Development Bank of Namibia,
there are certain conditions precedent that need to
be adhered to, including the completion of the final
legal documentation. At this stage there can be no
guarantee the Lending Facility will be entered into,
or that any money will be drawn down, but AfriTin
Management have every confidence that it will be.
The Company has previously announced that the
terms of this proposed lending facility expired at
the end of July 2022 but the Directors confirm that
this has now been extended such that completion
is anticipated around the end of September 2022.
A further update will be provided at that time.
As an acknowledgment of our commitment to
developing Namibia and its capital markets further,
AfriTin announced its dual listing on the NSX
market of the Namibian Stock exchange. We are
acutely aware of the influence and impact we can
wield, and it is for this reason that the leadership
team places great emphasis on creating value for
the wider community, our shareholders, investors,
and other stakeholders. Central to all decisions is
the commitment to reducing carbon emissions and
limiting the environmental impact of our operations.
An Environmental, Social and Governance (ESG)
system was implemented during the course of
the year, and we hope to present a strategy to the
market in H2 2022.
I would
like to congratulate and thank our
management teams, staff, and stakeholders for
their outstanding efforts, continued support, and
for all that we have achieved over the past year. In
addition, I would like to thank the other Directors
for their guidance and advice. We are committed
to expanding and developing Uis, as well as our
other Namibian exploration assets as we embark
on the route to becoming a significant African
multi-commodity tech metals producer. I look
forward to updating the market on our progress.
ANTHONY VILJOEN
Chief Executive Officer
31 August 2022
8
9
CHAIRMANS’STATEMENTFINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION
HITEN OOKA
CHIEF FINANCIAL OFFICER
I am pleased to report the Company’s annual
revenue of £13.6m (2021: £5.0m) from the sale of
760 tonnes of tin concentrate (2021: 473 tonnes).
During the year under review, 29 shipments (2021:
19 shipments) of tin concentrate left the Uis Mine
and were sold to our offtake partner, Thaisarco.
The average tin price achieved during the year
under review was US$38 680 (2021: US$ 22 150).
The increase in tin price achieved resulted in a
healthy gross profit margin of 32% (2021: -0.05%).
the Group
Administrative expenses across
increased to £3.675m for the year (2021: £2.540m).
The increase is as a result of an increase in staff
head count given the growth phase of the business
as well as increased support services costs on site
and at the corporate head office due to increased
operations.
lending facilities no
The increase in finance cost for the year to
£0.316m (2021: £0.184m) is as a result of interest
longer
on the Group’s
being capitalized to the mining asset post the
achievement of commercial production at Uis in
November 2020. Furthermore, additional interest
was charged on the provisional payments that
were received from Thaisarco due to exceptionally
long transit times caused by global shipping delays.
The Group’s loss for the year totalled £0.474m
(2021: £5.796m). Basic
loss per share from
operations of 0.08 pence was recorded (2021: 0.76
pence). The Group’s EBITDA showed significant
improvement, increasing from negative £4.713m in
the prior year to positive £2.589m in the current
year.
Intangible asset additions amounted to £1.577m
(2021: £0.982m) and property, plant and equipment
additions amounted to £5.213m (2021: £2.570m).
Capital expenditure occurred on a variety of growth
projects, most notably the Uis Phase 1 Stage II
expansion. The construction of this expansion has
been completed subsequent to year end. During
the year, £1.737m was transferred from exploration
and evaluation assets to the mining assets as per
the requirements of IFRS 6. Please see Note 12 and
13 for further details.
As at 28 February 2022, the Group had cash in
the bank amounting to £7.365m (2021: £1.351m).
The inventory balance increased to £1.452m (2021:
£0.997m) as a result of increased production of
tin concentrate. At year end, 75 tonnes (2021: 36
tonnes) of tin concentrate was on hand, valued at
£0.909m (2021: £0.373m). This has been shipped
subsequent to year end.
Trade receivables increased to £3.953m at year end
(2021: £1.188m) as a result of the higher production
rates and the higher tin prices achieved in the
financial year. The balance incorporates a fair
value adjustment which was passed to reprice
the shipments in transit at year end in accordance
with the requirements of IFRS.Trade and other
payables increased to £2.970m (2021: £1.484m)
due to additional operating costs being incurred
as a result of increased operations.
Borrowings
increased due to a £4.5 million
term loan obtained from Standard Bank for the
construction of the Phase 1 Stage II expansion. The
loan note facility as well as the Nedbank working
FINANCIAL
REVIEW
10
11
CHAIRMANS’STATEMENTFINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION capital facility were fully settled during the year.
Equity increased due to a £13 million equity raise
that was completed in May 2021. The convertible
loan note which had been classified as equity was
also fully settled in May 2021.
FUNDING
During the year, the Company completed a NAD
90 million (approximately £4.5 million) Term Loan
Facility with Standard Bank Namibia. The loan
term of 5 years is ranked as senior secured debt
at an interest rate of 3-month JIBAR plus 4.5%. In
addition to the Term Loan, Standard Bank took over
the existing short-term banking facilities (working
capital facilities) with Nedbank Namibia totalling
NAD 43 million (approximately £2.2 million). These
facilities will incur an interest rate of Namibian
prime lending rate (currently 7.50%) minus 1.00%.
Furthermore, Standard Bank also provided AfriTin
Mining (Namibia) Pty Limited with a NAD 5 million
guarantee to Namibia Power Corporation Pty
Limited in relation to a deposit for the supply of
electrical power.
Management and the Board of Directors have
considered the cash flow forecasts and stress
testing as a result of the recent decline in Tin prices,
and have concluded that the Company will be
able to continue in operation for the foreseeable
future as a going concern as the group is at an
advanced stage of securing strategic funding for
the business.
Notwithstanding the above, these circumstances
indicate that a material uncertainty exists that
may cast significant doubt on the Group’s ability
to continue as a going concern and, therefore,
that the Group may be unable to realise its assets
or settle its liabilities in the ordinary course of
business. As a result of their review, and despite
the aforementioned material uncertainty, the
Directors have confidence in the Group’s forecasts
and have a reasonable expectation that the Group
will continue in operational existence for the going
concern assessment period and have therefore
used the going concern basis in preparing these
consolidated financial statements. For further
details please see the going concern disclosure in
Note 2.
HITEN OOKA
Chief Financial Officer
31 August 2022
12
13
DIRECTORS’ REPORT
PRINCIPAL RISKS AND UNCERTAINTIES
The Directors of AfriTin hereby present their
report together with the consolidated financial
statements for the financial year from 1 March 2021
to 28 February 2022.
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.
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.
Volatility of metal prices
Risk and Impact
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.
Mitigation
The Board and management constantly monitor the markets in which the Group operates. Long-term financial
planning is undertaken on a regular basis.
The Board approved the modular expansion of the Phase 1 to increase tin output and leverage off current
infrastructure and reduce unit costs through a 67% planned increase in tin production.
The Board is supporting the exploration and metallurgical test work for the extraction of lithium and tantalum
at UIS. The benefits of extracting these additional metals includes enhanced revenue and lowered unit costs.
DIRECTORS’
REPORT
Foreign exchange
Risk and Impact
AfriTin’s operations are mainly in Namibia and South Africa, however tin sales is based in US Dollars and
equity funding is based in Pound Sterling. The volatility and movement in the Rand/Namibian Dollar exchange
rate could be a significant risk factor to the Group.
Mitigation
The Group holds the ma jority of its funds in ma jor currencies. It attempts to match cash held in a particular
currency to the currency in which liabilities are incurred.
14
15
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION Exploration and mining risks
Risk and Impact
Capital budget overruns
Risk and Impact
The business of mineral exploration involves a high degree of risk. Whilst the discovery of a mineral deposit
Past environmental incidents in the extractive industry highlight risks such as water management, tailings
may result in substantial rewards, few properties at the exploration stage are ultimately developed into
storage facilities and other potential hazards to both the environment and community health and safety.
producing mines.
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
The operations of the Group may be disrupted by a variety of risks and hazards which are beyond the
versus budget.
control of the Group, including geological, geotechnical and seismic factors, environmental hazards, industrial
accidents, occupational and health hazards, technical failures, labour disputes, unexpected rock properties,
Mitigation
explosions, flooding, and extended interruptions due to inclement or hazardous weather conditions and other
acts of God.
Mitigation
Exploration projects are carefully managed with regular review by the Board of progress against targets and
expenditure. Funds are only expended in areas deemed prospective.
The Group adheres strictly to a health and safety programme. When constructing a mine site, external
geotechnical, environmental, and geo-hydrological consultants are used to ensure all potential risks of this
nature are understood and mitigation plans are put in place.
Development projects
Risk and Impact
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. This derives 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.
Mitigation
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 scoping, feasibility and intensive
test work studies. The Uis Phase 1 pilot plant has provided an understanding of the metallurgy and processing
elements of the project which will provide essential up-front information for the implementation of Phase
2. In addition, detailed metallurgical test work is being undertaken to assess the feasibility of extraction of
Lithium and Tantalum prior to making any decision on the extraction of these metals. Third party experts are
integral to the metallurgical test work. The company is advancing exploration drilling programmes to increase
confidence levels for lithium and tantalum. All resources and reserves need to be JORC compliant and signed
off by competent persons.
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.
Power and water supply
Risk and Impact
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.
Mitigation
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.
Solutions for Phase 2 in terms of both electrical power and water supply are in the process of being reviewed.
16
17
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION Financing
Risk and Impact
Climate change
Risk and Impact
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.
Mitigation
Mitigation
The Group has a supportive shareholder base, as well as significant future investor interest, to engage with for
future funding rounds. The management are currently at an advance stage of securing strategic funding for
the business. Refer to Note 2 for details. The Group monitors cash flows on an ongoing 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.
Key personnel risk
Risk and Impact
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
COVID
Risk and Impact
leave the business.
Mitigation
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.
Social license to operate
Risk and Impact
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.
Mitigation
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.
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.
Mitigation
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.
The countries in which the Group operates have rolled out COVID-19 vaccination programmes. All employees
of the Group have been encouraged to get vaccinated.
18
19
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION Country and political risk
Risk and Impact
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.
Mitigation
The AfriTin team is experienced at operating in Africa. AfriTin routinely monitors political and regulatory
developments in Namibia at both regional and local level.
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.
RELATED-PARTY TRANSACTIONS
Details of related-party transactions are given in
Note 27 of the consolidated financial statements.
EVENTS AFTER BALANCE SHEET DATE
The Directors’ beneficial interests in the shares of
the Company as at 28 February 2022 were:
Events after balance sheet date are detailed in
Note 26 of the consolidated financial statements.
Ordinary
shares of
no par value
Share options
STATEMENT AS TO DISCLOSURE OF
INFORMATION TO AUDITOR
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 financial year.
ELECTRONIC COMMUNICATIONS
is
the
The maintenance and integrity of the Group’s
website
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.
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 have confirmed
that they have taken all the steps that they ought
By order of the Board
MICHAEL RAWLINSON
Non Executive Director
31 August 2022
RESULTS AND DIVIDEND
The Group’s results are a loss of £0.474m. The
Directors will not be recommending the declaration
of 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 21. 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:
DIRECTORS’ INTERESTS
Anthony Viljoen
Chief Executive Officer
Glen Parsons
Chairman/Independent Non-Executive Director
Laurence Robb
Independent Non-Executive Director
Terence Goodlace
Independent Non-Executive Director
Michael Rawlinson
Independent Non-Executive Director
(Appointed 20th December 2021)
Anthony Viljoen
11 296 690
10 600 000
Glen Parsons
4 307 486
4 500 000
Laurence Robb
1 300 815
4 000 000
Terence Goodlace
4 000 000
Michael Rawlinson
2 652 931
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.
20
21
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION
our
organisation,
As a listed company traded on the AIM market
of the London Stock Exchange, we recognise
the importance of sound corporate governance
throughout
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.
giving
AfriTin has chosen to adopt the Quoted Companies
Alliance (QCA) Corporate Governance Code 2018
for Smaller Companies. Below we outline how we
apply each of the code’s ten key principles to our
business.
PRINCIPLE
1. Establish a strategy and business model that
promotes long-term value for shareholders.
APPLICATION
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.
principles
development
are
Sustainable
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.
CORPORATE GOVERNANCE
REPORT
risks are outlined in the Directors’ Report in this
Annual Report.
PRINCIPLE
2. Seek to understand and meet shareholder needs
and expectations.
APPLICATION
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.
PRINCIPLE
3. Take into account wider stakeholder and social
responsibilities and their implications for long-
term success.
APPLICATION
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).
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 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 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
The Company endeavours to systematically
examine the environmental impact of any of its
operations and will adopt measures to mitigate
this challenge. The goal is to minimise the negative
22
23
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION 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.
through
Managing human capital equitably and sustainably
is central to the Company’s project development
strategy. The Company promotes an inclusive
recruitment
work environment
policies, management and remuneration policies
and development initiatives. Within the bounds
of commercial confidentiality,
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.
information
its
The Company has set up a share option scheme
for key employees which gives them a stake in the
Company’s long-term success.
PRINCIPLE
4. Embed effective risk management, considering
both opportunities and threats, throughout the
organisation.
APPLICATION
in
As an entrepreneurial business operating
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.
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.
PRINCIPLE
5. Maintain the Board as a well-functioning,
balanced team led by the chair.
APPLICATION
The Board is made up of the Chairman, three Non-
Executive Directors and the CEO.
their skills are kept up to date. The Board and its
committees will also seek external expertise and
advice where required.
The roles of the Chairman and CEO are clearly
separated.
The CEO
is responsible for the day-to-day
operational management of the business and is
supported by a Chief Financial Officer, a Chief
Operating Officer, geologists and engineers.
The Chairman is responsible for the leadership
and effective working of the Board, for the
implementation of sound corporate governance,
for setting the Board agenda, and ensuring that
Directors receive accurate, timely and clear
information.
The Chairman and Non-Executive Directors
(Glen Parsons, Terence Goodlace, Laurence Robb
and Michael Rawlinson) 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.
PRINCIPLE
6. Ensure that between them the Directors have
the necessary up-to-date experience, skills and
capabilities.
APPLICATION
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
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.
Hiten Ooka (Chief Financial Officer) and Frans
van Daalen (Chief Operating Officer) attend Board
meetings by invitation to provide input from a
financial and operational perspective.
PRINCIPLE
7. Evaluate Board performance based on clear
and relevant objectives, seeking continuous
improvement.
APPLICATION
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 Chairman is responsible for ensuring the
evaluation process is “fit for purpose”, as well as
for dealing with matters raised during the process.
Succession planning is a vital task for boards and
the management of succession planning represents
a key measure of the effectiveness of the Board.
PRINCIPLE
8. Promote a corporate culture that is based on
ethical values and behaviours.
APPLICATION
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.
PRINCIPLE
9. Maintain governance structures and processes
that are fit for purpose and support good decision-
making by the Board.
APPLICATION
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
• ma jor 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.
PRINCIPLE
10. Communicate how the company is governed
and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders.
24
25
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION APPLICATION
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 arrive at 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:
•
information on Board members, advisers
and significant shareholdings;
• a historical list of the Company’s
announcements;
• corporate governance information;
• historical Annual Reports and notices of
•
Annual General Meetings; and
share price information and interactive
charting facilities to assist shareholders in
analysing performance.
Results of shareholder meetings and details of
votes cast will be publicly announced through the
regulatory system and displayed on the Company’s
website with suitable explanations of any actions
undertaken as a result of any significant votes for
or against resolutions.
THE BOARD OF DIRECTORS
The Board currently comprises:
Independent Non-Executive Chairman
• Glen Parsons (appointed 23 October 2017)
Independent Non-Executive Directors
• Laurence Robb (appointed 23 October 2017)
• Terence Goodlace (appointed 23 May 2018)
• Michael Rawlinson (appointed 20 December
2021)
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 (Hiten Ooka), 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 REMUNERATION COMMITTEE
to consider the following agenda items:
August 2021:
• Governance Structure of the Committee
•
and Organisation
Identification of critical policies and
procedures to be implemented
• 4 x policies:
• Occupational Health and Safety Policy
• Environmental Policy
• Sustainable Development Policy
• Risk Management Policy
February 2022:
• Climate change risk assessment
• Amendment of Group Diversity Policy
• Development of 5-year ESG Strategy
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.
The Audit Committee meets at least twice a year
and is composed exclusively of Non-Executive
Directors: Glen Parsons (Chairman) and Michael
Rawlinson. The Chief Executive Officer, Anthony
Viljoen, and the Chief Financial Officer, Hiten Ooka,
attend 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, ma jor 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:
July 2021:
• Critical accounting estimates
• Going concern assessment
• Approval of the Annual Report for the period
ended February 2021
September 2021:
• Approval of the half-year results and report
to 31 August 2020
• Going concern assessment
February 2022:
• Auditor independence
• External audit plan for the year ended
February 2022
The Remuneration Committee meets at least
once a year and is composed exclusively of Non-
Executive Directors: Michael Rawlinson (Chair)
and Glen Parsons.
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:
February 2022:
•
Initiation of STIP and Share Option plan
for Organisation (2021/2022)
• Review and implementation of Balance
Scorecard for organisation performance
(2021/2022)
THE ENVIRONMENTAL, SOCIAL AND
GOVERNANCE COMMITTEE
The ESG committee comprises of the following
Board of Directors: Terence Goodlace (Chairman),
Laurence Robb and Anthony Viljoen. Additional
members of the Board, Executive Management
and the ESG team attend the committee
meetings by invitation.
The Committee ensures that ESG is embedded
in the business’ operations. We are conscious of
the impact ESG has on the long-term success of
the business. Our approach to ESG is one that
is inclusive, intended to benefit all stakeholders
involved.
The ESG Committee’s role to date has been to
advise on the approach the Company should
implement to maintain a good ESG scorecard and
Social Licence to operate. This includes drafting
of the ESG Strategy, policies, compliance systems
and monitoring the Company’s performance
against industry practices.
The ESG Committee met twice during the year
26
27
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION
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 the Annual Report and
Consolidated Financial Statements
for each
financial year in accordance with UK Adopted
International Accounting Standards and AIM Rules
for Companies.
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 UK Adopted International
Accounting Standards to reflect fairly the financial
position and performance of the Group.
In preparing the Group financial statements, the
Directors are required to:
i. Select suitable accounting policies and then
apply them consistently;
iv. Prepare the financial statements on the
going concern basis unless it is inappropriate
to presume that the Group will continue in
business.
responsible
The Directors are
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.
ii. Make judgements and accounting estimates
that are reasonable and prudent;
The Directors confirm they have discharged their
responsibilities as noted above.
iii. State whether they have been prepared in
accordance with UK Adopted International
Accounting Standards; and
STATEMENT OF
DIRECTORS’
RESPONSIBILITIES
28
29
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION 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 2022 and of
its loss for the year then ended;
• have been properly prepared in accordance
with UK adopted international accounting
standards; and
• have been prepared in accordance with the
requirements of the Companies (Guernsey)
Law, 2008.
We have audited the financial statements of
AfriTin Mining Limited (the ‘Company’) and its
subsidiaries (the ‘Group’) for the year ended 28
February 2022 which comprise the consolidated
statement of
the
comprehensive
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
income,
The financial reporting framework that has been
applied in their preparation is applicable law and
UK adopted international accounting standards.
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.
Independence
We are independent of the Group in accordance
with the ethical requirements that are relevant
to our audit of the financial statements in the
UK, including the FRC’s Ethical Standard and we
have fulfilled our other ethical responsibilities in
accordance with these requirements.
MATERIAL UNCERTAINTY RELATED TO
GOING CONCERN
We draw attention to Note 2 to the financial
statements, which indicates that the Group will
need to raise additional funding within twelve
months from the date of approval of financial
statements to fund their working capital and
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS
OF AFRITIN MINING LIMITED
30
31
capital projects. As stated in Note 2, these events
or conditions, indicate that a material uncertainty
exists that may cast significant doubt on the
Group’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
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. Our
evaluation of the Directors’ assessment of the
Group and the Parent Company’s ability to continue
to adopt the going concern basis of accounting
and our audit procedures in response to key audit
matter included the following:
• We discussed with Directors and the Audit
Committee their assessment of potential
risks and uncertainties, forecast commodity
prices and the availability of financing
that are relevant to the Group’s business
model and operations. We formed our
own assessment of risks and uncertainties
based on our understanding of the business
and mining sector and considered these in
performing our own sensitivities.
• We
respect of
• We reviewed the latest board approved cash
flow forecasts for the Group to December
challenged management’s
2023. We
assumptions
level of
in
production, Forecast Tin prices, operating
costs and capital expenditure. In doing so,
we considered factors such as empirical
operational performance, recent cost profile
and market analyst commentary regarding
forecast commodity prices.
recalculated
covenant
compliance calculations and assessed
the consistency of such calculations with
the ratios stated in the relevant lender
agreements.
• We assessed
sensitivity analysis
performed in respect of key assumptions
underpinning the forecasts and considered
management’s conclusions as to whether
such scenarios are reasonably possible
based on our knowledge of the business and
operating environment.
forecast
the
• We discussed with management and the
Board the Group’s strategy to access capital
to fund its development plans and working
capital needs. We considered the Director’s
judgement
reasonable
expectation of securing necessary funding
and the timing of such funding requirement.
they had
that
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION the disclosure within
• We reviewed and considered the adequacy
of
financial
statements relating to Directors’ assessment
of the going concern basis of preparation
with the requirements of the financial
reporting framework, our understanding of
the
the business and the Directors going concern
assessment.
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% (2021: 89%) of Group total assets
99% (2021: 99%) of Group revenue
Key audit matters (“KAM”)
Going concern
Carrying value of the Uis mining assets
2022 2021
Yes Yes
Yes Yes
Materiality
Group financial statements as a whole
£370,000 (2021: £230,000) based on 1% of total assets (2021: 1% of total
assets)
AN OVERVIEW OF THE SCOPE OF OUR
AUDIT
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 and the
NSX in Namibia, 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 Namibia subsidiaries
that operate the Uis Mine, a corporate head office
function and an exploration business unit.
The Namibia 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 South Africa. All of the audits were
conducted by either the group audit team or BDO
network member firms.
The remaining components of the Group were
considered non-significant and these components
were principally subject to analytical review
together with
specified audit
procedures,
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 Material
uncertainty related to going concern section
above, we have determined the matters described
below to be key audit matters.
Key audit matter
How the scope of our audit addressed the key audit matter
Carrying value of the Uis
mining assets
See Note 2: Critical accounting estimates
and judgements and Note 13: Property,
Plant and Equipment.
Details of the carrying value of the Uis
mining assets are disclosed in Note 13:
Property, Plant and Equipment.
Details of the carrying value of the Uis
mining assets are disclosed in Note 13:
Property, Plant and Equipment.
As disclosed in Note 2 Critical
accounting estimates and judgements,
management have performed an
impairment indicator review for Uis
mining assets in accordance with the
accounting standards. In undertaking
this assessment management have
prepared 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 Uis mining assets requires
significant judgement and estimates
to be made by management – in
particular regarding the inputs applied
We reviewed and challenged management’s impairment
indicator assessment for the Uis Mine mining assets 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:
• Reviewing the Competent Person’s Report to
support the mineral reserve and performed an
assessment of the independence and competence
of managements expert.
• Critically reviewing the Life of Mine (‘LoM’) forecast
by making enquiries of operational management,
evaluating it against our understanding of the
operations and historic performance, and evaluating
the consistency of available reserves with the
Competent Person’s Report.
• Obtaining management’s impairment model to
confirm that headroom existed over the asset
carrying value as part of our assessment of potential
impairment indicators.
• Checking
the mathematical
management’s impairment model.
accuracy
of
• Challenging the significant inputs and assumptions
used in the managements 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. We compared forecasted costs
against the expected production profiles in the
mine plans and recent historical performance.
32
33
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION in the models including; future tin prices,
production and reserves, operating and
development costs and discount rates.
The carrying value of the Uis mining
assets is therefore considered a key audit
matter given the level of judgement and
estimation involved.
• Recalculating the discount rate and utilising
BDO valuation experts to assist us in assessing
managements discount rate by recalculating
it in reference to external data.
• Review of management’s sensitivity analysis
and performance of our own sensitivity
analysis over individual key inputs including
tin prices, discount rate and plant recovery.
Key observation:
found
We
the key assumptions made by
management in their impairment model to be within
an acceptable range and found management’s
conclusion that no
indicator was
present in respect of the Uis mining assets at 28
February 2022 to be appropriate.
impairment
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.
performance materiality, to determine the extent
of testing needed. Importantly, misstatements
levels will not necessarily be
below these
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.
In order to reduce to an appropriately low level
the probability that any misstatements exceed
materiality, we use a lower materiality level,
judgement, we
Based on our professional
determined materiality for the financial statements
as a whole and performance materiality as follows:
Materiality
Group financial statements
2022
£370,000
2021
£230,000
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
members given 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.
Performance materiality
£278,000
£172,500
Basis for determining performance
materiality
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.
Component materiality
We set materiality for each component of the
Group based on a percentage between 18% and
83% (2021: 20% and 55%) of Group materiality
dependent on the size and our assessment of the
risk of material misstatement of that component.
Component materiality ranged from £66,000
to £264,000 (2021: £46,000 to £128,000). In the
audit of each component, we further applied
performance materiality levels of 75% (2021: 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 £18,500 (2021:12,000). 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.
OTHER COMPANIES (GUERNSEY) LAW,
2008 REPORTING
• proper accounting records have not been
•
kept by the Company; or
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 Statement of
Directors’ Responsibilities,
the Directors are
responsible for the preparation of the financial
statements and for being satisfied that they give a
true and fair view, and 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
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:
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. We
design procedures in line with our responsibilities,
34
35
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION
Jack Draycott
For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
31 August 2022
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
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:
• Holding discussions with the Directors and
the Audit Committee and made enquiries
about whether they were aware of any
known or suspected instances of non-
compliance with laws and regulations or
fraud;
• Gaining an understanding of the of the laws
and regulations relevant to the Group and
the industry in which it operates, through
discussion with Directors and our knowledge
of the industry. These included the listing
rules, the financial reporting framework,
Guernsey Companies Law, tax legislation
and the various Mining Regulations in
Namibia;
• Communicating relevant identified laws
and regulations and potential fraud risks
to all engagement team members and
remaining alert to any indications of fraud
or non compliance with laws and regulations
throughout the audit;
• Assessing the susceptibility of the
Group’s financial statements to material
misstatement, including how fraud might
occur by making enquiries of the Directors
and the Audit Committee during the
planning and execution phases of our audit
to understand where they considered there
to be susceptibility to fraud, considering
the risk of management override of controls
and relevant controls established to address
risks identified to prevent or detect fraud.
We believed the areas in which fraud might occur
were in the management override of controls,
recognition of revenue in the correct period, and
bias in accounting estimates. In response our
procedures included, but were not limited to;
• Agreeing the financial statement disclosures
to underlying supporting documentation;
• Addressing the fraud risk in relation
to revenue recognition by testing one
hundred percent of revenue transactions
to supporting documentation, including
testing the that revenue was recorded
in the correct period by testing revenue
transactions in the period proceeding and
preceding year end.
• Addressing the risk of fraud through
management override of internal controls, by
testing the appropriateness of journal entries
made throughout the year by applying
specific criteria to select journals which may
be indicative of possible irregularities or
fraud;
• Assessing areas of the Financial Statements
which include judgement and estimates, as
set out in Note 2 to the financial statements
and in our Key audit matters section above
and evaluated whether there was evidence of
bias by the Directors;
• Made of enquiries of Directors as to whether
there was any correspondence from
regulators in so far as the correspondence
related to the Financial Statements;
• Reading minutes from board meetings of
those charges with governance to identify
any instances of non-compliance with laws
and regulations
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 and 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.
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.
36
37
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION FINANCIAL
STATEMENTS
38
39
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 28 February 2022
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 28 February 2022
Year ended
28 February 2022
£
Year ended
28 February 2021
£
Notes
Year ended
28 February 2022
£
Year ended
28 February 2021
£
Notes
Continuing operations
Revenue
Cost of Sales
Gross profit / (loss)
Administrative expenses
Impairment of exploration licences
Other income
Operating loss
Finance income
Finance cost
Profit / (loss) before tax
Deferred tax movement
Profit / (loss) for the year
Other comprehensive income / (loss)
Items that will or may be reclassified to profit or loss:
Exchange differences on translation of share-based payment reserve
Exchange differences on translation of foreign operations
Exchange differences on non-controlling interest
Total comprehensive income for the year
Profit / (loss) for the year attributable to:
Owners of the parent
Non-controlling interests
Total comprehensive profit / (loss) for the year attributable to:
Owners of the parent
Non-controlling interests
Loss per ordinary share
5
6
7
9
10
13 615 045
(9 302 518)
4 312 527
(3 674 662)
-
61 753
699 619
6 545
(316 365)
389 798
(864 199)
4 985 107
(4 987 696)
(2 589)
(2 539 762)
(3 069 232)
-
(5 611 583)
-
(184 300)
(5 795 883)
-
(474 401)
(5 795 883)
767
526 779
(6 700)
46 445
(531)
(526 231)
1 390
(6 321 255)
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
(815 645)
(5 694 962)
Equity attributable to the owners of the parent
24
341 244
(100 921)
(474 401)
(5 795 883)
24
(288 098)
334 543
46 445
(6 221 724)
(99 531)
(6 321 225)
Non-controlling interests
Total equity
Non-current liabilities
Environmental rehabilitation liability
Borrowings
Lease liability
Deferred tax liability
Total non-current liabilities
Current liabilities
Trade and other payables
Borrowings
Lease liability
Total current liabilities
Basic and diluted loss per share (in pence)
11
(0.08)
(0.76)
12
13
14
15
16
21
22
23
24
19
17
20
10
18
17
20
5 147 782
5 240 461
19 150 092
24 297 875
13 634 701
18 875 162
1 451 933
996 698
3 953 382
7 365 379
12 770 694
1 188 152
1 351 200
3 536 050
37 068 569
22 411 212
38 655 078
25 608 001
-
2 170 645
(10 739 321)
(10 030 679)
192 632
211 348
704 828
743 615
(1 534 560)
27 278 657
183 200
(2 061 339)
16 641 591
(151 344)
27 461 857
16 490 247
295 151
180 917
4 095 405
-
167 216
260 512
861 784
5 419 556
-
441 429
2 969 833
1 484 482
1 024 736
3 869 489
192 586
4 187 155
125 565
5 479 536
40
41
Total equity and liabilities
37 068 569
22 411 212
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 31 August 2022.
MICHAEL RAWLINSON
Non Executive Director
31 August 2022
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 28 February 2022
Total equity as at 29 February 2020
20 487 239
3 770 645
(4 365 500)
Share capital
£
Convertible loan
note reserve
£
Accumulated
deficit
£
Loss for the year
Other comprehensive income / (loss)
Transactions with owners:
Share-based payments
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)
-
-
-
-
-
-
29 783
Share-based
payment
reserve
£
Foreign
currency
translation
reserve
£
Total
£
Non-controlling
interests
£
Total equity
£
559 534
(1 535 108)
18 995 461
(51 812)
18 943 649
-
-
(5 694 962)
(100 921)
(5 795 883)
(531)
(526 231)
(526 762)
1 390
(525 372)
281 431
(96 819)
-
-
-
-
-
-
-
-
-
-
281 431
3 677 260
(253 317)
-
162 480
-
-
-
-
-
-
-
281 431
3 677 260
(253 317)
-
162 480
-
Warrant
reserve
£
78 651
-
-
-
-
-
162 480
(29 783)
Total equity as 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
Loss for the year
Other comprehensive income / loss
Transactions with owners:
Issue of shares
Share issue costs
Share-based payments
Share options exercised during the year
Warrants exercised in the year
-
-
13 039 102
(793 775)
-
308 545
63 150
-
-
-
-
-
-
-
(815 645)
-
-
-
-
117 642
18 716
Issue costs reclassified to retained earning
-
29 355
(29 355)
Settlement of convertible loan note in shares
430 055
(430 055)
Settlement of convertible loan note in cash
-
(1 769 945)
-
-
-
-
-
-
-
-
(18 716)
-
-
-
-
767
(10 000)
-
88 088
(117 642)
-
-
-
-
-
(815 645)
341 244
(474 401)
526 779
527 546
(6 700)
520 846
-
-
-
-
-
-
-
-
13 029 102
(793 775)
88 088
308 545
63 150
-
-
(1 769 945)
-
-
-
-
-
-
-
-
13 029 102
(793 775)
88 088
308 545
63 150
-
-
(1 769 945)
Total equity as at 28 February 2022
38 655 078
-
(10 739 321)
192 632
704 828
(1 534 560)
27 278 657
183 200
27 461 857
42
43
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 28 February 2022
Year ended
28 February 2022
£
Year ended
28 February 2021
£
Notes
Cash flows from operating activities
Profit / (loss) before taxation
Adjustments for:
Fair value adjustment to customer contract
Depreciation of property, plant and equipment
Depreciation of intangible assets
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
Purchase of intangible assets
Purchase of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Finance income
Finance costs
Lease payments
Net proceeds from issue of shares
Settlement of convertible loan notes
Proceeds from borrowings
Repayment of borrowings
Net cash generated from financing activities
5
13
12
9
15
14
18
9
20
21
17
17
17
389 798
(5 795 883)
(137 019)
1 861 023
28 198
(205 635)
898 528
-
-
3 069 232
55 793
66 101
(6 545)
316 365
217 407
618 260
-
184 300
(2 866 192)
(352 953)
(418 556)
(753 688)
1 006 060
619 573
569 064
(1 500 858)
(1 442 774)
(964 191)
(4 543 884)
(1 990 856)
(5 986 658)
(2 955 047)
6 545
(224 061)
(213 661)
12 548 248
(1 769 945)
-
(37 612)
(128 600)
2 796 683
-
5 024 727
7 908 028
(3 907 086)
(5 378 742)
11 464 767
5 159 757
Net increase 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
16
6 047 173
1 351 200
(32 994)
7 365 379
703 852
574 600
72 748
1 351 200
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
For the year ended 28 February 2022
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 it 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 2022 and the comparative figures are
for the year ended 28 February 2021.
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 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”).
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%.
GRL is an investment holding company that holds
investments in resource-based tin and tantalum
exploration companies in Namibia and South
AML holds 100% of Tantalum Investment Pty
Limited, a company holding Namibian exploration
licenses EPL5445 and EPL5670 for the exploration
of tin, tantalum and associated minerals.
Company
Equity holding
and voting rights
Country of
incorporation
Nature of
activities
AfriTin Mining Limited
N/A
Guernsey
Ultimate holding company
Greenhills Resources Limited1
100%
Guernsey
Holding company
AfriTin Mining Pty Limited1
100% South Africa
Group support services
Tantalum Investment Pty Limited1
100%
Namibia
Tin & tantalum exploration
AfriTin Mining (Namibia) Pty Limited2
100%
Namibia
Tin & tantalum operations
Uis Tin Mining Company Pty Limited3
85%
Namibia
Tin & tantalum operations
Mokopane Tin Company Pty Limited2
100% South Africa
Holding company
Renetype Pty Limited4
74% South Africa
Tin & tantalum exploration
Jaxson 641 Pty Limited4
50% South Africa
Tin & tantalum exploration
Pamish Investments 71 Pty Limited2
100% South Africa
Holding company
Zaaiplaats Mining Pty Limited5
74% South Africa
Property owning
44
45
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION As at 28 February 2022, the AfriTin Group
comprised:
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 Namibian Dollar balances was £1
= N$20.33 and the average rate for the financial
year was £1 = N$20.27
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
Accounting
The Consolidated Financial Statements have
been prepared in accordance with UK Adopted
International
The
Consolidated Financial Statements also comply
with the AIM Rules for Companies, NSX Listing
Requirements and the Companies (Guernsey) Law,
2008 and show a true and fair view.
Standards.
The significant accounting policies applied
in preparing
these Consolidated Financial
Statements are set out below. These policies have
been consistently applied throughout the period.
The Consolidated Financial Statements have been
prepared under the historical cost convention
except as where stated.
GOING CONCERN
forecasts are
the global
The Group closely monitors and manages its
liquidity risk and day to day working capital
regularly
requirements. Cash
produced, considering
logistical
challenges around sales to ensure sufficient cash
within the Group to meet its obligations. The
Group runs sensitivities for different scenarios,
including but not limited to changes in commodity
prices and exchange rates. The Group also
routinely monitors the covenants associated with
the borrowing facilities and proactively engages
with Standard Bank, the lender, where there is any
risk. Based on the year-to-date production profile
and latest forecast, the group will be able to meet
its covenant obligations for the testing period
February 2023. For the purpose of assessing going
concern, the Directors have prepared forecasts to
December 2023.
The main sensitivities considered as part of
management’s going concern assessment are
tin prices, exchange rates and
production,
committed expansion capital. The Group’s ability to
achieve its future production profile is predicated
on the successful completion of the Uis phase
1 expansion which will increase the production
capability up to 1,200 tonnes of tin concentrate per
annum.
Based on the forecasts, additional funding is
likely to be required within the next 12 months
for the purpose of working capital and capital
projects. The Group believes it has several options
available to it, including but not limited to, use of
the overdraft facility, restructuring of the debt,
additional debt or equity, cost reduction strategies
as well as potential offtake arrangements.
Management is already at an advanced stage of
securing bank funding and other finance for the
next 12 months, with a primary allocation to capital
expansion projects and by-product pilot facilities.
Accordingly, the Directors continue to adopt the
going concern basis in preparing the consolidated
financial information.
Notwithstanding the above, these circumstances
indicate that a material uncertainty exists that
may cast significant doubt on the Group’s ability
to continue as a going concern and accordingly
the Group may be unable to realise its assets
or settle its liabilities in the ordinary course of
business. As a result of their review, and despite
the aforementioned material uncertainty, the
Directors have confidence in the Group’s forecasts
and have a reasonable expectation that the Group
will continue in operational existence for the going
concern assessment period and have therefore
used the going concern basis in preparing these
consolidated financial statements.
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.
balances
and
transactions,
Inter-company
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.
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 the
in foreign currencies are recognised
income statement, except when deferred in other
comprehensive income as qualifying cash flow
hedges and qualifying net investment hedges.
Non-controlling interests
Group companies
interests
Non-controlling
in subsidiaries are
identified separately from the Group’s equity
interests of non-controlling
therein. Those
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
interests’ share of
plus
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.
the non-controlling
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 that
company operates (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.
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:
•
•
for each
assets and liabilities for each balance sheet
presented are translated at the closing rate at
the date of that balance sheet;
income and expenses
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
• all
resulting exchange differences are
recognised in other comprehensive income.
REVENUE RECOGNITION
framework
IFRS 15 “Revenue from Contracts with Customers”
establishes a comprehensive
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,
is
sampled, bagged, and loaded into containers for
it
46
47
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION 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 a provisional invoice and an
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 UTMC receives the
70% provisional payment.
During the financial year, the Group concluded
sales under 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
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 30 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.
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.
INTANGIBLE EXPLORATION AND
EVALUATION ASSETS
All costs associated with mineral exploration and
evaluation are capitalised as intangible exploration
and evaluation assets and subsequently measured
at cost. These include the costs of: acquiring
prospecting licenses; mineral production licenses
and annual
fees; rights to explore;
topographical, geological, geochemical, and
geophysical studies; and exploratory drilling,
trenching, sampling, and other activities to evaluate
the technical feasibility and commercial viability of
extracting a mineral resource.
license
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,
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 Group
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
Intangible exploration and evaluation assets are
reviewed regularly for indicators of impairment
following the guidance in IFRS 6 “Exploration for
and Evaluation of Mineral Resources” and tested
for impairment where such indicators exist.
In accordance with IFRS 6, the Group considers
the following facts and circumstances in their
assessment of whether the Group’s exploration
assets may be impaired:
• whether the period for which the Group has the
right to explore in a specific area has expired
during the period or will expire in the near
future, and is not expected to be renewed; or
• whether substantive expenditure on further
exploration for and evaluation of mineral
resources in a specific area is neither budgeted
for nor planned for; or
• whether exploration for and evaluation of
mineral resources in a specific area have not
led to the discovery of commercially viable
deposits and the Group has decided to
discontinue such activities in the specific area;
or
• whether sufficient data exists to indicate that
although a development in a specific area
is likely to proceed, the carrying amount
of the exploration and evaluation assets is
unlikely to be recovered in full from successful
development or by sale.
If any such facts or circumstances are noted, the
Group, as a next step, performs 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 evaluation 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.
48
49
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION ii) Convertible loan note reserve
of each asset over its expected useful economic
life. The applicable rates are:
The proceeds received on issue of the Group’s
convertible loan notes are allocated into their
liability and equity components based on the
terms of the agreement.
The Group takes into account:
• whether there is a contractual obligation to
settle in cash;
• whether there is a contractual obligation to
issue a variable number of shares; and
• whether the instruments book value is variable.
Where none of the above criteria are met, the
convertible loan notes are allocated as equity.
• 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
iii) Share-based payment reserve
period of the lease contract.
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
income over the vesting
of comprehensive
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.
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.
instruments are granted
to
Where equity
persons other than employees, the statement of
comprehensive income is charged with the fair
value of goods and services received.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at historical
cost less accumulated depreciation.
Depreciation is provided at rates calculated to
write off the cost less the estimated residual value
• Computer equipment is depreciated over three
years.
• Furniture is depreciated over five years.
• Vehicles are depreciated over four years.
• Mobile equipment is depreciated over ten
years.
Land and 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.
MINING ASSET – STRIPPING
In open pit mining operations, it is necessary to
incur costs to remove overburden and other mine
waste materials in order to access the ore body
(“stripping costs”). During the development of a
mine, stripping costs are capitalised and included
in the carrying amount of the related mining
property. During the production phase of a mine,
stripping costs will be recognised as an asset only
if the following conditions are met:
•
It is probable that the future economic benefit
(improved access to the ore body) associated
with the stripping activity will flow to the entity;
• The entity can identify the component of the
ore body (mining phases) for which access has
been improved; and
• The costs relating to the stripping activity
associated with that component can be
measured reliably.
present value of the remaining lease payments,
discounted using the incremental borrowing rate.
Stripping costs incurred and capitalised during the
development and production phase are depleted
using the unit-of-production method over the
reserves and, in some cases, a portion of resources
of the area that directly benefit from the specific
stripping activity. Costs incurred for regular waste
removal that do not give rise to future economic
benefits are considered as costs of sales and
included in operating expenses.
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. The asset 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 purposes 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
purposes 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 its relative stand-alone
price.
The right-of-use asset is initially measured at the
is
right-of-use
subsequently
asset
The
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 unit 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, 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, then the carrying amount of
the asset (or cash-generating unit) is reduced
50
51
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION
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
includes direct materials, direct
concentrate
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.
FINANCIAL INSTRUMENTS
Financial instruments are recognised in the Group’s
statement of financial position when the Group
becomes a party to the contractual provisions of
the instrument.
FINANCIAL ASSETS
The Company classifies its financial assets in the
following measurement categories:
•
to be measured subsequently at
those
amortised cost, and
those to be measured subsequently at fair
value through profit or loss.
•
The classification depends on the Company’s
business model for managing the financial assets
and the contractual terms of the cash flows.
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.
To measure the expected credit losses, trade
receivables have been grouped based on shared
credit risk characteristics and the days past due.
The expected loss rates are based on the payment
profiles of sales over a period of 24 months
before 28 February 2022 and the corresponding
historical credit losses experienced within this
period. The historical loss rates are adjusted to
reflect current and forward-looking information on
macroeconomic factors affecting the ability of our
customer to settle the receivables balance.
CASH AND CASH EQUIVALENTS
•
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 comprise cash at hand
and deposits on a term of not greater than three
months.
FINANCIAL LIABILITIES
liabilities
include trade and other
Financial
payables, borrowings, and other
longer-term
financing, classified into one of the following
categories:
• Fair value through profit or 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 or loss.
• Financial liabilities carried at amortised cost
TRADE AND OTHER PAYABLES
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, however the control of
the asset has been transferred.
A financial liability (in whole or in part) is
derecognised when the Group has extinguished its
contractual obligations, it expires, or it is cancelled.
Any gain or loss on derecognition is taken to the
profit or loss.
REHABILITATION PROVISION
future
The net present value of estimated
rehabilitation costs is provided for in the financial
statements and capitalised within property, plant
and equipment on initial recognition. Rehabilitation
will generally occur on or after closure of a mine.
Initial recognition is at the time that the construction
or disturbance occurs, 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
52
53
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION
cost. The present value of additional disturbances
and changes in the estimate of the rehabilitation
liability are recorded to mining assets against an
increase/decrease in the rehabilitation provision.
The rehabilitation asset 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.
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
rate 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 provided 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. For further details, refer
to going concern considerations laid out earlier in
Note 2.
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 19) are further influenced by changing
technologies, and by 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
rehabilitation
The carrying amount of
obligations for the Group at 28 February 2022
was £295 151 (2021: £180 917). In determining the
amount attributable to the rehabilitation liability,
management used a discount rate of 10% (2021:
12.8%), an inflation rate of 5% (2021: 6%) and an
estimated mining period of 17 years (2021: 18
years), being the Phase 1 expansion life of mine. A
1% increase or decrease in the inflation rate used
would result in a £52 848 difference in the liability.
A 2% increase or decrease in the discount rate used
would result in a £79 345 difference in the liability.
iii) Impairment indicator assessment for
exploration & evaluation assets
Determining whether an exploration and evaluation
asset is impaired requires an assessment of whether
there are any indicators of impairment, including
in
specific
indicators prescribed
impairment
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 was impaired to nil in the
prior year on the basis that the Group did not intend
on incurring 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
as at 28 February 2022 based on planned future
development of the Namibian projects, and current
and forecast tin prices. Exploration and evaluation
assets are disclosed fully in Note 12.
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 Tin Mine, the 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 prices, ore resources and production,
and operating and capital costs. The discounted
cash flows use a discount rate of 8% post tax
nominal. Under the base case forecast using a
forecast tin price of $35 940 falling to $31 339 by
2025, the forecast indicates headroom as at 28
February 2022.
As an additional test, management performed
certain sensitivity calculations. These included
raising the discount rate to 12% post tax nominal,
lowering the forecast tin prices by 5%, lowering
plant recovery by 5% and increasing operating
costs by 10%. In each of these circumstances, the
forecast indicated headroom as at 28 February
2022.
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.
vi) Capitalisation and depreciation of waste
stripping
The Group has elected to capitalise the costs of
waste stripping activities as these are necessary to
allow for improved access to the ore and, therefore,
will result in future economic benefits. The costs
of drilling, blasting and load & haul of waste
material is capitalised until such time that the
underlying ore is used in production. These costs
are then expensed on a proportional basis. The
capitalised costs are included in the mining asset
in property, plant & equipment and are expensed
back
into the statement of comprehensive
income as depreciation. Capitalisation of waste
stripping requires the Group to make judgements
and estimates in determining the amounts to be
capitalised. These
judgements and estimates
include, amongst others, the expected life of mine
stripping ratio for each separate open pit, the
determination of what defines separate pits, and
the expected volumes to be extracted from each
component of a pit for which the stripping asset is
depreciated.
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
54
55
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION should be recorded where an impairment indicator
exists.
event or a significant change in circumstances
which affects this assessment, and that is within
the control of the Group.
effect on the Group because they are either not relevant to the Group’s activities or require accounting
which is consistent with the Group’s current accounting policies.
relating
The Group estimates its ore reserves and mineral
resources based on information, compiled by
appropriately qualified persons,
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 ROM
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:
• Historical lease durations;
• Costs incurred in replacing the leased asset;
• Possible business disruption due to replacing
the leased asset;
• Likelihood of extension of the lease – if there
are significant penalties to terminate, then it’s
reasonably certain that the Group will extend.
The lease term is reassessed on an ongoing basis,
especially when the option to extend becomes
exercisable, or on occurrence of a significant
x) Determining the incremental borrowing
rate to measure lease liabilities
ACCOUNTING STANDARDS AND INTERPRETATIONS NOT APPLIED
There are a number of standards, amendments to standards, and interpretations which have been issued
by the IASB that are effective in future accounting periods and which have not been adopted early.
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; and
in a similar economic environment.
•
The IBR, therefore, is considered to be the best
estimate of the incremental rate and requires
management’s
there are no
judgement as
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 that is
expected when the open shipments will be finalised.
As at 28 February 2022 the Group recognised a
receivable at fair value through profit or loss of
£812 594 (2021: £531 583).
3. ADOPTION OF NEW AND REVISED
STANDARDS
issued by
A number of new and amended standards and
interpretations
IASB have become
effective for the first time for financial periods
beginning on (or after) 1 March 2021 and have
been applied by the Group in these financial
statements. None of these new and amended
standards and interpretations had a significant
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 2022, 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.
Year ended 28 February 2022 Results
South Africa (£)
Namibia (£)
Revenue
Associated costs
Segmental profit
34 444
(30 843)
3 601
Total / (£)
13 615 045
13 580 600
(10 693 637)
(10 724 480)
2 886 963
2 890 564
Year ended 28 February 2021 Results
South Africa (£)
Namibia (£)
Revenue
Associated costs
Impairment of exploration license
Segmental loss
34 863
(8 786)
(3 069 232)
(3 043 155)
4 950 244
(5 715 954)
Total / (£)
4 985 107
(5 724 740)
-
(3 069 232)
(765 710)
(3 808 865)
The reconciliation of segmental gross loss to the Group’s loss before tax is as follows:
Year ended
28 February 2022 (£)
Year ended 28 February
2021 (£)
Segmental profit / (loss)
Unallocated costs
Other income
Finance income
Finance costs
Profit / (loss) before tax
2 890 564
(2 252 700)
61 755
6 545
(316 365)
389 798
(3 808 865)
(1 802 718)
-
-
(184 300)
(5 795 883)
56
57
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION
Unallocated costs are mainly comprised of corporate overheads and costs associated with being listed in
London.
6. COST OF SALES
Other segmental information as at 28 February 2022
South Africa / £
Namibia / £
Total / £
Intangible assets - exploration and evaluation
Other reportable segmental assets
12 565
70 564
5 043 165
5 055 730
24 119 470
24 190 033
Other reportable segmental liabilities
(63 006)
(4 038 840)
(4 101 846)
Unallocated net liabilities
-
-
2 317 939
Total consolidated net assets
20 122
25 123 795
27 461 857
Costs of production
Smelter charges
Logistics costs
Government royalties
Year ended
28 February 2022 (£)
Year ended
28 February 2021 (£)
8 057 083
748 892
126 086
370 457
9 302 518
4 531 697
287 319
48 578
120 102
4 987 696
Other segmental information as at 28 February 2021
South Africa / £
Namibia / £
Total / £
Intangible assets - exploration and evaluation
Other reportable segmental assets
11 309
76 460
5 229 152
5 240 461
15 494 907
15 571 367
Staff costs
Other reportable segmental liabilities
(62 302)
(1 651 016)
(1 713 318)
Unallocated net liabilities
-
-
(2 608 263)
Total consolidated net assets
25 467
19 073 043
16 490 247
Unallocated net assets/liabilities are mainly comprised of cash and cash equivalents and the working
capital facility which are managed at a corporate level.
5. REVENUE
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
Year ended
28 February 2022 (£)
Year ended
28 February 2021 (£)
13 717 620
34 444
13 752 064
(137 019)
13 615 045
4 744 609
34 863
4 779 472
205 635
4 985 107
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.
7. ADMINISTRATIVE EXPENSES
The profit / (loss) for the year has been arrived at after charging:
Depreciation of property,
plant & equipment
Professional fees
Travelling expenses
Uis administration expenses
Auditor’s remuneration
Other costs
Year ended
28 February 2022 (£)
Year ended
28 February 2021 (£)
1 269 882
221 948
621 379
96 956
660 476
95 000
709 022
3 674 662
1 201 489
275 987
127 902
44 793
361 509
69 250
458 832
2 539 762
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.
8. STAFF COSTS
Staff costs capitalised under property,
plant and 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
Share-based payment charge capitalised
under intangible assets
Share-based payment charge recognised
as administrative expenses
Share issue charge
Year ended
28 February 2022 (£)
Year ended
28 February 2021 (£)
607 622
171 793
1 182 228
1 317 548
18 892
6 076
80 253
7 401
3 391 813
1 094 729
261 844
666 746
285 216
45 820
18 204
207 407
327 336
2 907 301
58
59
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION Key management personnel have been identified as the Board of Directors, Frans van Daalen (Chief
Operating Officer of the Group) and Robert Sewell (Chief Financial Officer of the Group). Details of key
management remuneration are shown in Note 27.
The average number of staff during the period was 165 (2021: 108) with an average total cost per employee
for the year of £20 510 (2021: £26 862).
694 962) and the weighted average number of shares in issue during the period of 1 064 247 295 (2021:
749 085 933).
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 2022 is 76 261 762 (2021: 86 882 728). These potentially dilutive ordinary shares may have a
dilutive effect on future earnings per share.
Emoluments of £183 712 including £13 258 of share options and shares to be issued (2021: £289 104 including
£172 323 of share options and shares to be issued) were paid in respect of the highest-paid director during
the year.
12. INTANGIBLE ASSETS
9. 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 2022 (£)
Year ended
28 February 2021 (£)
42 630
12 080
102 655
68 836
37 594
52 570
316 365
39 691
7 593
31 696
49 863
49 541
5 916
184 300
10. TAXATION
The tax expense represents the sum of the tax currently payable and deferred tax.
Year ended
28 February 2022 (£)
Year ended 28 February
2021 (£)
Factors affecting tax for the year:
The tax assessed for the year at the
Guernsey corporation
tax charge rate of 0%, as explained below:
Profit / (loss) before taxation
389 798
(5 795 883)
Profit / (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
Movement in deferred tax
Tax for the year
(525 598)
525 598
(864 199)
(864 199)
(549 615)
549 615
-
-
Accumulated losses in the subsidiary undertakings for which there is an unrecognised deferred tax asset
are £4 290 665 (2021: £3 244 873).
11. LOSS PER SHARE FROM CONTINUING OPERATIONS
The calculation of a basic loss per share of 0.08 pence (2021: loss per share of 0.76 pence), is calculated
using the total loss for the year attributable to the owners of the Company of £815 645 (2021: loss of £5
-
(3 069 232)
Exploration and
evaluation assets
Computer
software
Cost
As at 29 February 2020
Additions for the year - other expenditure
Impairment for the year
Exchange differences
As at 28 February 2021
Additions for the year - other expenditure
Transfer to mining asset
Transfer to mining asset under construction
Exchange differences
As at 28 February 2022
£
7 324 494
977 797
(3 069 232)
(108 373)
5 124 686
1 577 065
(1 058 602)
(678 467)
91 047
5 055 729
£
116 523
4 598
(5 347)
115 775
-
-
4 397
120 172
Accumulated Depreciation
As at 28 February 2021
Charge for the period
Exchange differences
As at 28 February 2022
Net Book Value
As at 28 February 2022
As at 28 February 2021
As at 29 February 2020
Exploration and
evaluation assets
Computer
software
£
-
-
-
-
£
5 055 729
5 124 686
7 324 494
£
-
28 198
(79)
28 119
£
92 053
115 775
116 523
Total
£
7 441 018
982 395
(113 720)
5 240 461
1 577 065
(1 058 602)
(678 467)
95 443
5 175 901
Total
£
-
28 198
(79)
28 119
£
5 147 782
5 240 461
7 441 018
For the purposes of impairment testing, the intangible exploration and evaluation assets are allocated
to the Group’s cash-generating units, which represent the lowest level within the Group at which the
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
60
61
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION projects. Amounts capitalised are assessed for
impairment indicators under IFRS 6 at each year
end as detailed in the Group’s accounting policy.
During the year, the Group transferred the costs
incurred on the Phase 1 Stage II Definitive
from exploration
(DFS)
Feasibility Study
& evaluation assets to mining asset under
construction. It was determined that the project
had reached the stage of being commercially
viable and technically feasible, therefore, the
transfer from
intangible assets to property,
plant and equipment was deemed necessary.
Demonstration of commercial viability and
technical feasibility coincided with a Board
decision and approval to commence development
and construction of the project. As this expansion
was still being constructed at year-end, the cost
of the study was transferred to the mining asset
under construction.
Furthermore, the Group transferred the purchase
price of the Uis mining licence ML134. The
pegmatites covered by this mining
licence
are currently being mined at the Uis Mine. As
mining activities are actively taking place and
revenue is being generated from the ore that has
been mined on this licence area, management
concluded that the value of this licence must be
moved to property, plant and equipment, in the
mining asset category.
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 was impaired to nil in
the prior year 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 indicators of impairment in respect of the
carrying value of the Namibian exploration and
evaluation assets at 28 February 2022 based on
planned future development of the projects and
current and forecast tin prices.
62
63
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION 13. PROPERTY, PLANT AND EQUIPMENT
Mining
asset under
construction
Land
Mining asset
Mining
asset -
Stripping
Decommis-
sioning asset
Cost
As at 29 February 2020
12 438
12 000 929
-
Additions for the year
Disposals for the year
Transfer between categories
of assets
-
-
-
2 028 009
123 803
-
-
(13 550 114)
13 550 114
Foreign exchange differences
(576)
(478 824)
1 236
As at 28 February 2021
11 862
-
13 675 153
-
-
-
-
-
-
79 497
90 323
-
-
(2 777)
167 043
Additions for the year
Disposals for the year
Transfer from exploration and
evaluation asset
-
-
-
2 600 997
728 150
1 335 861
95 585
-
-
678 467
1 058 602
-
-
-
-
Foreign exchange differences
450
304 389
147 863
(3 733)
6 076
As at 28 February 2022
12 312
3 583 853
15 609 768
1 332 128
268 704
Right-of-
use
Asset
255 964
259 957
-
-
(9 250)
506 671
129 982
-
-
Computer
Equipment
Furniture
Vehicles
Mobile
equipment
94 373
46 543
(1 955)
-
84 748
21 598
-
-
(3 903)
(3 681)
135 058
102 665
79 135
-
-
-
(3 662)
75 473
-
-
-
-
-
-
72 991
-
176 273
73 337
(15 891)
-
-
-
18 877
655 530
4 968
3 674
197 472
179 330
Accumulated Depreciation
As at 29 February 2020
Charge for the year
Foreign exchange differences
As at 28 February 2021
Charge for the year
Foreign exchange differences
As at 28 February 2022
Net Book Value
-
-
-
-
-
-
-
-
-
-
-
-
-
-
717 864
6 118
723 982
-
1 115 292
489 372
20 501
(1 368)
-
-
-
-
9 461
(26)
53 887
108 794
(1 407)
161 274
165 689
5 661
1 859 775
488 005
9 435
332 624
As at 28 February 2022
12 312
3 583 853
13 749 993
844 123
259 269
As at 28 February 2021
11 862
-
12 951 171
As at 29 February 2020
12 438
12 000 929
-
167 043
79 497
322 906
345 397
202 077
40 339
35 622
(1 528)
74 433
40 445
2 727
117 605
79 867
60 625
54 034
18 610
17 566
(669)
35 507
28 329
1 255
65 091
114 239
67 158
66 138
Total
12 607 084
2 570 233
(1 955)
-
(501 437)
14 673 925
5 128 100
(28 414)
1 734 530
484 972
22 080 728
139 216
898 528
1 480
1 039 224
1 861 023
30 388
2 930 635
19 150 092
13 634 701
12 467 868
-
-
(493)
175 780
-
3 231
(9)
3 222
172 558
(12 523)
-
2 901
65 851
26 380
18 682
(1 034)
44 028
9 204
1 646
54 878
10 973
31 445
52 755
The Uis Tin Mine reached commercial production during the previous financial year, 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 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.
of tin concentrate per month. This DFS has been approved by the Board, the necessary funding has been
obtained and construction has commenced to implement the expansion. All costs associated with carrying
out the study were previously capitalized as exploration and evaluation assets under IFRS 6. During the
financial year, management performed an assessment and transferred the costs associated with the study
from exploration and evaluation assets to mining assets under construction. It was determined that the
project had reached the stage of being commercially viable and technically feasible, therefore, the transfer
was deemed necessary. The capitalised costs of the study as well as the construction costs of the expansion
will remain in mining asset under construction until the project has been completed.
In October 2020, the Company embarked on the Uis Phase 1 Stage II Definitive Feasibility Study (DFS) with
a view to expand the existing Phase 1 plant to increase its nameplate production from 60 to 105 tonnes
Additions to the mining asset include capitalised costs and equipment purchased as part of the Uis Phase 1
64
65
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION
Continuous Improvement project as well as the transfer of the cost of ML134 from exploration and evaluation
assets to PPE.
The Group has elected to capitalise the costs of waste stripping activities as these are necessary to allow
improved access to the ore and, therefore, will result in future economic benefits. The costs of drilling,
blasting and load & haul of waste material is capitalised until such time that the underlying ore is used in
production.
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 £80 463 (2021: £119 976), the total cash and cash equivalents denominated in
Namibian Dollars amount to £1 279 798 (2021: £13 156) and the total cash and cash equivalents denominated
in US Dollars amount to £3 450 626 (2021: £551 832).
Please refer to Note 20 for further information on the right-of-use asset.
17. BORROWINGS
From 1 December 2020, depreciation of the mining asset commenced in accordance with IAS 16. The total
depreciation charge for the current financial year was split between administrative expenses and cost of
sales. £221 948 (2021: £275 987) was included in administrative expenses, while the balance of £1 639 075
(2021: £622 541) was included in cost of sales as it was a cost that was incurred for mining and processing
purposes.
14. INVENTORIES
Tin concentrate on hand
Run-of-mine stockpile
Consumables
Year ended
28 February 2022 (£)
Year ended
28 February 2021 (£)
909 180
155 389
387 364
1 451 933
373 310
427 423
195 965
996 698
15. TRADE AND OTHER RECEIVABLES
Year ended
28 February 2022 (£)
Year ended
28 February 2021 (£)
Trade receivables
Trade receivables at fair value
through profit or loss
Other receivables
VAT receivables
96 173
812 594
1 875 561
1 169 053
3 953 382
185 451
531 583
204 779
266 339
1 188 152
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 trade
receivables is provided due to no history of default or non-payment from any of the Group’s customers.
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.
Other receivables primarily consist of prepayments that the Group has made and deposits that have been
paid on items of equipment that are necessary for the Phase 1 Stage II expansion.
The total trade and other receivables denominated in South African Rand amount to £61 316 (2021: £79
888), denominated in Namibian Dollars amount to £2 851 028 (2021: £429 819) and denominated in US
Dollars amount to £812 594 (2021: 627 566).
16. CASH AND CASH EQUIVALENTS
Cash on hand and in bank
7 365 379
1 351 200
Year ended
28 February 2022 (£)
Year ended
28 February 2021 (£)
Standard Bank Term loan facility
Standard Bank VAT facility
Standard Bank working capital facility
Nedbank working capital facility
Loan note instrument
Year ended
28 February 2022 (£)
Year ended
28 February 2021 (£)
4 523 414
367 739
228 988
-
-
5 120 141
-
-
1 710 247
2 159 242
3 869 489
On 18 November 2021, a term loan facility of N$90 000 000 (c. £4 428 000), a VAT facility of N$8 000 000
(c. £394 000) and a working capital facility of N$35 000 000 (c. £1 722 000) was entered into between
the Company’s subsidiary, Uis Tin Mining Company (Pty) Ltd and Standard Bank Namibia.
The maturity date of the term loan facility is November 2026 and the capital balance of the loan together
with accrued interest will be repaid in quarterly instalments over the next 5 years. Interest is charged on
the outstanding capital balance of the loan at a rate of 3-month JIBAR plus a margin of 4.5%.
The Group is required to meet the following covenants as part of the term loan facility agreement:
• EBITDA ÷ total interest must not be lower than 4.5 times
• Total debt ÷ EBITDA must not exceed 4 times in year 1, 3.5 times in year 2 and 3 times thereafter
• Free cash flow before Debt Service Cover ÷ Principal and Interest Senior Debt Service Payments
must not be lower than 1.3 times
• Free cash flow before Debt Service Cover + Total Cash Collateral ÷ Principal and Interest Senior
Debt Service Payments must not be lower than 2 times
The Group met all the above covenant requirements as at 28 February 2022.
The VAT facility is secured by assessed/audited VAT returns (refunds) which have not been paid by Namibia
Inland Revenue. Standard Bank Namibia provides a facility amounting to the unpaid refunds. Any drawdowns
against this facility are repaid to the bank upon receipt of cash from Namibia Inland Revenue.
The VAT facility and the working capital facility have no fixed maturity date, however both are renewed on
an annual basis. Interest accrues on these facilities at the Namibian prime rate less 1%.
Standard Bank Namibia have provided a N$ 4 117 500 (c. £195 000) guarantee to the Namibia Power
Corporation Pty Limited in relation to a deposit for the supply of electrical power. As a result of the guarantee
provided by Standard Bank, no cash was paid over for the deposit.
The full working capital facility that was previously held with Nedbank Namibia was repaid during the year
as the Group’s facilities were moved over to Standard Bank.
On 5 May 2020, £2 050 000 financing was secured by way of a new loan note facility. The notes, which
were issued in tranches of £50 000, had an interest rate of 10% per annum which was accrued and payable
in full on redemption. The notes had a 12-month term and were repaid along with the accrued interest in
May 2021.
66
67
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN BORROWINGS
Balance as at 29 February 2020
Incoming cash flows
Proceeds from working capital facility
Proceeds from loan note instrument
Outgoing cash flows
Repayment of working capital facility
Interest paid on working capital facility
Non-cash flows
Interest accrued on loan note instrument
Warrants issued during the year
Amortisation of warrant charge
Balance as at 28 February 2021
Incoming cash flows
Proceeds from term loan
Proceeds from VAT facility
Proceeds from working capital facility
Outgoing cash flows
Repayment of loan note instrument and interest
Repayment of working capital facility
Interest paid on working capital facility
Non-cash flows
Interest accrued on term loan (capitalised to mining asset under construction)
Amortisation of warrant charge
Balance as at 28 February 2022
£
1 230 961
5 858 028
2 050 000
(5 374 044)
(31 696)
146 836
(162 480)
124 886
3 869 489
4 428 000
367 739
228 988
(2 196 836)
(1 607 592)
(102 655)
95 414
37 594
5 120 141
The total trade and other payables denominated in South African Rand amount to £124 904 (2021: £232
071) and £2 692 924 (2021: £1 185 802) is denominated in Namibian Dollars.
19. ENVIRONMENTAL REHABILITATION LIABILITY
Balance as at 28 February 2020
Increase in provision
Interest expense
Foreign exchange differences
Balance as at 28 February 2021
Increase in provision
Interest expense
Foreign exchange differences
Balance as at 28 February 2022
£
86 005
90 323
7 593
(3 004)
180 917
95 585
12 080
6 569
295 151
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 2022.
The rehabilitation provision represents the present value of decommissioning costs relating to the dismantling
and sale 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 10% (2021: 12.8%), an inflation rate of 5% (2021:
6%), and an estimated mining period of 17 years (2021: 18 years). Actual rehabilitation and decommissioning
costs will ultimately depend upon future market prices for the necessary rehabilitation works and timing
of when the mine ceases operation.
18. TRADE AND OTHER PAYABLES
20. LEASE LIABILITY
Year ended
28 February 2022 (£)
Year ended
28 February 2021 (£)
The Company assessed all existing and new rental agreements and concluded that the following rentals
fall within the scope of IFRS 16: Leases and therefore a lease liability has been raised:
Trade payables
Other payables
Accruals
2 293 471
341 276
335 087
2 969 833
1 094 390
141 677
248 415
1 484 482
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.
68
Lease term
Option to extend/terminate
Incremental
borrowing rate
Office building
5 years
Workshop facility
2 years
Residential housing
5 years
Option to extend not specified in contract.
Term of lease determined to be 5 years.
Option to extend not specified in contract.
Term of lease determined to be 2 years.
The lease will continue automatically after the 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.
Mobile Units
2 years
-
13.75%
7.5%
8.5%
7.5%
69
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION Balance as at 28 February 2020
Additions
Interest expense
Lease payments
Office
Building
£
223 673
Workshop
£
Housing
£
Mobile units
£
-
-
-
108 252
151 705
24 419
3 923
11 349
(64 201)
(30 319)
(34 080)
Total
£
223 673
259 957
39 691
(128 600)
(8 644)
386 077
-
-
-
-
-
-
Foreign exchange differences
(10 749)
818
1 287
Balance as at 28 February 2021
173 142
82 674
130 261
Additions
Interest expense
Lease payments
61 293
25 103
-
-
68 689
129 982
4 259
9 857
3 411
42 630
(95 317)
(54 641)
(36 811)
(26 892)
(213 661)
Foreign exchange differences
6 600
3 280
5 021
(126)
14 775
Balance as at 28 February 2022
170 821
35 572
108 328
45 082
359 803
The following is the split between the current and the non-current portion of the liability:
Year ended
28 February 2022 (£)
Year ended
28 February 2021 (£)
Non-current liability
Current liability
167 215
192 588
359 803
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN LEASES
Balance as at 28 February 2021
Outgoing cash flows
Lease payments
Non-cash flows
Additions
Interest expense
Foreign exchange differences
Balance as at 28 February 2022
260 512
125 565
386 077
£
386 077
(213 661)
129 982
42 630
14 775
359 803
21. SHARE CAPITAL
Balance as 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 as at 28 February 2021
Warrants exercised - 22 April 2021
Capital raise - 12 May 2021
Share issue costs
Convertible loan note settled - 25 May 2021
Shares issued to suppliers - 25 May
Shares issued to suppliers - 15 Dec
Exercising of employee share options - 14 Jan
Exercising of employee share options - 27 Jan
Exercising of employee share options - 22 Feb
Number of ordinary shares of no
par value issued and fully paid
Share Capital
£
653 146 373
20 487 239
145 238 089
3 050 000
15 273 480
-
16 133 440
320 743
(253 317)
403 336
44 898 630
1 600 000
874 690 012
25 608 001
1 686 666
63 150
216 666 667
13 000 000
-
18 963 699
327 868
798 001
2 185 087
1 250 000
5 273 684
(823 447)
430 055
29 672
39 102
72 059
56 250
180 236
Balance as at 28 February 2022
1 121 841 684
38 655 078
Authorised: 1 220 486 913 ordinary shares of no par value
Allotted, issued and fully paid: 1 121 841 684 ordinary shares of no par value
On 22 April 2021, warrant holders exercised 1 186 666 warrants at an exercise price of 4.5 pence and 500
000 warrants at an exercise price of 1.95 pence.
On 12 May 2021, the Company completed an equity fundraising by way of a placing and direct subscription
of 216 666 667 ordinary shares of no par value in the Company at a price of 6 pence per share.
On 25 May 2021, the holders of the outstanding 2019 Convertible Loan Notes elected to convert a portion of
the outstanding amount into fully paid ordinary shares of no par value in the Company, with the remainder
being redeemed in cash. 18 963 699 ordinary shares of no par value were issued to various holders to settle
this loan.
On 25 May 2021, 327 868 ordinary shares of no par value were issued to Hannam & Partners Advisory
Limited, in accordance with the terms of their broker engagement letter with the Company. These shares
were issued at a price of 6 pence per share.
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’s fees and part settlement of salaries. These shares were issued
at a price of 2.5 pence per share.
On 15 December 2021, 798 001 ordinary shares of no par value were issued to settle a contractual liability
at 4.90 pence in lieu of fees in relation to a consulting agreement.
On 14 January 2022, the Company received notice from share option holders to exercise 1 300 877 share
70
71
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION options at an exercise price of 3 pence, 467 105 share options at an exercise price of 3.5 pence and 417 105
share options at an exercise price of 4 pence.
On 27 January 2022, the Company received notice from share option holders to exercise 1 250 000 share
options at an exercise price of 4.5 pence.
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. The charges previously
raised on these warrants was reversed, resulting in a movement in the warrant reserve. Please refer to the
statement of changes in equity for the reconciliation of the warrant reserve.
On 22 February 2022, the Company received notice from share option holders to exercise 2 336 842 share
options at an exercise price of 3 pence, 1 468 421 share options at an exercise price of 3.5 pence, and 1 468
421 share options at an exercise price of 4 pence.
23. SHARE-BASED PAYMENT RESERVE
Director share options
22. WARRANTS
Date of grant
Number granted
Contractual life
10 Dec. 2020
7 July 2020
31 May 2020
5 May 2020
Outstanding as at 29 February 2020
2 500 000
2 500 000
2 500 000
13 000 000
Exercisable as at 29 February 2020
The director share options in issue during the year are as follows:
Estimated fair value per warrant (£)
0.0101
0.0122
0.0068
2.4 years
2.8 years
2.9 years
3 years
0.0069
The estimated fair values were calculated by applying the Black Scholes pricing model. The model inputs were:
Date of grant
10 Dec. 2020
7 July 2020
31 May 2020
5 May 2020
Share price at grant date (pence)
Exercise price (pence)
Expected life
Expected volatility
Expected dividends
Risk-free interest rate
2.35
1.95
3
1.95
1.8
1.95
1.8
1.95
2.4 years
2.8 years
2.9 years
3 years
60%
Nil
1.24%
60%
Nil
1.24%
60%
Nil
1.24%
60%
Nil
1.24%
The warrants in issue during the year are as follows:
Outstanding as at 29 February 2020
Exercisable as at 29 February 2020
Granted during the year
Expired during the year
Exercised during the year
Outstanding as at 28 February 2021
Exercisable as at 28 February 2021
Granted during the year
Expired during the year
Exercised during the year
Outstanding as at 28 February 2022
Exercisable as at 28 February 2022
5 671 939
5 671 939
20 500 000
(1 871 939)
-
24 300 000
24 300 000
-
-
(1 686 666)
22 613 334
22 613 334
The warrants outstanding at year end have an average exercise price of £0.024, with a weighted average
remaining contractual life of 1.13 years.
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding as at 28 February 2021
Exercisable as at 28 February 2021
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding as at 28 February 2022
Exercisable as at 28 February 2022
27 100 000
13 125 000
-
-
-
-
27 100 000
8 389 999
-
-
(1 250 000)
-
25 850 000
23 850 000
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.
A previous Non-Executive Director elected to exercise his remaining 1 250 000 share options during the
year. This resulted in a charge of £13 800 being passed through the share-based payment reserve.
No new share options were issued during the year.
The Director share options outstanding at year end have an average exercise price of £0.045 (2021:
£0.053), with a weighted average remaining contractual life of 1.79 years (2021: 2.77 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
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION Employee share options
The employee share options in issue during the year are as follows:
Outstanding as at 29 February 2020
Exercisable as at 29 February 2020
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding as at 28 February 2021
Exercisable as at 28 February 2021
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding as at 28 February 2022
Exercisable as at 28 February 2022
34 830 000
11 250 000
-
-
-
-
34 830 000
26 610 001
-
-
(7 458 771)
-
27 371 229
27 371 229
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.
Other includes the following minority interests which are not material:
• Cannosia Trading 62 CC which own 16% of Renetype
• African Women Enterprise Investments (Pty) Ltd which own 10% of Renetype
• Lerama Resources (Pty) Ltd which own 50% of Jaxson
• Tamiforce (Pty) Ltd which own 26% of Zaaiplaats
As at 28 February 2022
Amount attributable to all shareholders:
Profit / (loss) after tax
Non-current assets
Current assets
Total assets
Non-current liabilities
Current liabilities
Total liabilities
UTMC
Other
Total
2 281 762
7 085 066
8 862 468
15 947 534
12 843 653
1 788 861
14 632 514
(3 926)
12 313
-
12 313
44 967
12 786
57 753
2 277 836
7 097 379
8 862 468
15 959 847
12 888 620
1 801 648
14 690 267
Net assets / (liabilities)
1 315 020
(45 440)
1 269 580
Amount attributable to non-controlling interest:
Profit / (loss) after tax
Net assets / (liabilities)
342 264
196 230
(1 021)
(13 030)
341 243
183 200
A number of employees elected to exercise their share options during the year. This resulted in a charge
of £103 824 being passed through the share-based payment reserve.
As at 28 February 2021
Amount attributable to all shareholders:
The employee share options outstanding as at the financial year end have an average exercise price of
£0.034 (2021: £0.034), with a weighted average remaining contractual life of 1.96 years (2021: 2.96 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.
Director shares to be issued
Directors’ fees of £25 508 (2021: £16 342) are owing to the Directors at the end of the year. The Company
may consider settling these fees by issuing shares in the future.
Employee shares to be issued
Loss after tax
(659 673)
(7 150)
(666 822)
Non-current assets
Current assets
Total assets
Non-current liabilities
Current liabilities
Total liabilities
2 678 021
2 524 054
5 202 076
5 136 254
997 620
6 133 874
15 233
2 693 254
-
2 524 054
15 233
5 217 308
43 275
11 964
55 239
5 179 529
1 009 584
6 189 113
Employee salaries of £4 182 (2021: £17 720) are owing to employees at the end of the year. The Company
may consider settling these salaries by issuing shares in the future.
Net liabilities
(931 798)
(40 006)
(971 804)
24. NON-CONTROLLING INTERESTS
Amount attributable to non-controlling interest:
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.
Loss after tax
Net liabilities
(98 951)
139 770
(1 970)
11 574
(100 921)
151 344
74
75
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION 25. FINANCIAL INSTRUMENTS
The Group is exposed to the risks that arise from its use of financial instruments. This note describes the
objectives, policies and processes of the Group for managing those risks and the methods used to measure
them. Further quantitative information in respect of these risks is presented throughout these financial
statements.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going
concerns while 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 bases for recognition of income and expenses for each class of financial
asset, financial liability, and equity instrument, are disclosed in Note 2.
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 2022 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 expected LME 3-month tin price on the date of finalisation. 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.
Principal financial instruments
The Group holds the following financial liabilities:
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
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 2022 (£)
Year ended
28 February 2021 (£)
1 971 734
7 365 379
812 594
10 149 708
390 230
1 351 200
531 583
2 273 013
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
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
Measured at amortised cost:
Trade and other payables
Borrowings
Lease liability
Total financial liabilities
Year ended
28 February 2022 (£)
Year ended
28 February 2021 (£)
2 969 833
5 120 141
359 803
8 449 777
1 484 482
3 869 489
386 077
5 740 048
Maturity analysis of the contractual undiscounted cash flows:
Up to
3 months
Between 3
& 12 months
Between 1
& 2 years
Between 2
& 5 years
Total
Trade and other payables
2 969 833
-
-
-
2 969 833
Borrowings
Lease Liability
139 694
885 042
1 031 067
3 064 338
5 120 141
50 077
142 511
124 288
42 927
359 803
3 159 604
1 027 553
1 155 355
3 107 265
8 449 777
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:
76
77
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION Credit risk
Market risk
The Group’s principal financial assets are bank balances and trade and other receivables.
The Group’s activities expose it primarily to the financial risk of changes in foreign currency exchange
rates and the interest rates.
Credit risk arises principally from the Group’s cash and trade and other receivables 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.
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 Ba2 (Moody’s). The banks chosen remain
stable and do not present any further risks.
The concentration of credit risk was as follows:
Interest rate risk
The Group has interest bearing assets in the form of cash & cash equivalents. The Group does not earn
significant interest on cash balances.
The Group has interest bearing liabilities in the form of bank loans and facilities. These liabilities are
exposed to variable interest rates. The following table details the Group’s sensitivity to a 1% increase and a
1 % decrease in the interest rate.
Value (£)
Cash flow impact of a 1%
increase in interest rate
(£)
Cash flow impact of a 1%
decrease in interest rate
(£)
Year ended
28 February 2022 (£)
Year ended
28 February 2021 (£)
Borrowings
5 120 141
(51 201)
51 201
Currency
Sterling
USD
South African Rand
Namibian Dollars
2 554 492
3 450 626
80 463
1 279 798
7 365 379
666 236
551 832
119 976
13 156
1 351 200
Foreign exchange risk
The Group has foreign currency denominated assets and liabilities, and is therefore exposed to exchange
rate fluctuations. The carrying amounts of the Group’s foreign currency denominated monetary assets and
liabilities, all in Pound Sterling, are shown below.
Credit risk relating to trade & other receivables has also been considered. Credit verification procedures
are undertaken for all customers with whom we trade on credit. This includes an assessment of the credit
quality of the customer, taking into account its financial position, past experience and other factors. The
trade account receivables comprise a limited customer base. Ongoing credit evaluation of the financial
position of customers is performed and compliance with credit limits by customers is regularly monitored
by management. Please refer to Note 15 for the concentration of credit risk relating to trade receivables.
Cash and cash equivalents
Other receivables
Trade and other payables
Borrowings
Year ended
28 February 2022 (£)
Year ended
28 February 2021 (£)
4 810 887
2 555 885
(2 550 860)
(5 120 141)
304 229
684 964
1 137 272
(1 417 873)
(1 710 247)
(1 305 884)
As at 28 February 2022, 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. As at 28 February 2022, the Group had £7 365 379 (2021: £1 351 200) of cash reserves.
The Company operates on an international basis, therefore, foreign exchange risk exposures arise from
transactions denominated in foreign currencies. The Company is exposed to foreign currency risk on
fluctuations related to financial instruments that are denominated in British Pounds, US Dollars, South
African Rand and Namibian Dollars.
The Group does not enter into any derivative financial instruments to manage its exposure to foreign
currency risk.
The following table details the Group’s sensitivity to a 10% increase and decrease in the Pound Sterling
against the Rand and the Namibian Dollar. 10% is the sensitivity rate used when reporting foreign currency
risk internally to key management personnel and represents management’s assessment of the reasonable
possible change in foreign currency rates. The sensitivity analysis includes only outstanding foreign
currency denominated monetary items and adjusts their translation at year end for a 10% change in foreign
currency rates.
78
79
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION Assets
Liabilities
Assets
Liabilities
Rand denominated
monetary item (£)
Rand currency impact
Strengthening (£)
Rand currency impact
Weakening (£)
141 779
(124 904)
16 875
155 957
(137 395)
18 562
127 601
(112 414)
15 187
Namibian Dollar
denominated monetary
items (£)
Namibian Dollar
currency impact
Strengthening (£)
Namibian Dollar
currency impact
Weakening (£)
4 130 827
(7 813 065)
(3 682 239)
4 543 909
(8 594 372)
(4 050 462)
3 717 744
(7 031 759)
(3 314 015)
26. EVENTS AFTER BALANCE SHEET DATE
Decline in Tin Price
The recent volatility in the tin prices has placed additional pressures on the group with regards to funding
of capital expansion project via internal sources. Management had anticipated the declines and are already
at advanced stages of securing the funding in order to continue its growth ambitions.
Proposed Lending Facility
Uis Tin Mining Company (Pty) Limited (“UTMC”), a subsidiary of the Group, has entered into a conditional,
credit approved, term sheet for a lending facility with the Development Bank of Namibia Limited
(“Development Bank of Namibia”) to fund the Uis Phase 1 Stage II Continuous Improvement Project.
As announced on 5 July 2022, a Proposed Lending Facility comprising a NAD 100 million (approximately
£5.5 million) Senior Secured Lending Facility has been signed with the Development Bank of Namibia.
Although the Lending Facility has been approved by the credit committee and board of the Development
Bank of Namibia, there are certain conditions precedent that need to be adhered to, including the completion
of the final legal documentation. At this stage there can be no guarantee that the Lending Facility will be
entered into, or that any funds will be drawn down, but AfriTin Management have every confidence that it
will be. The Company has previously announced that the terms of this proposed lending facility has expired
at the end of July 2022 but the Directors confirm that this has now been extended such that completion is
anticipated around the end of September 2022. A further update will be provided at that time.
Issue of Share Options
On the 8th of April 2022, the Group has issued options of 54,310,000 ordinary shares as part of its Long-
Term Incentive Scheme to certain Directors, PDMRs and employees of the Company. These are in line with
the established share option scheme of the Company to both reward and incentivise key employees, as per
the company’s reward policies. These share options vest in three tranches over three and are exercisable
at a price of 9.8 pence; 10.3 pence and 10.8 pence. They are conditional only on the continued employment
of the relevant recipient as a director or employee of the company at the time of exercise.
Phase 1 Stage II Expansion: Construction Completed
Construction of the plant expansion circuits is now complete, allowing the Project to advance to the
commissioning stage. Commissioning of the new circuits is being implemented in two stages: firstly, the
commissioning of the dry plant which has commenced and will be completed by end of August 2022, and
secondly the commissioning of the wet plant, which is scheduled for the month of September 2022. The
commissioning process has been designed to minimise production disruption. There is a requirement
to shutdown certain plant circuits to facilitate tie-ins with the existing plant but due to stockpiling and
flexibility built into the current circuit, this is not expected to have a material impact on the production
performance of the Company.
Key management change
During the month of July 2022 Mr Robert Sewell stepped down as CFO of the Company to pursue other
opportunities. He remained as a consultant to the Company in the short-term to ensure a smooth transition
process with the newly appointed CFO Mr Hiten Ooka.
27. RELATED-PARTY TRANSACTIONS
Balances and transactions between the Company and its subsidiaries, which are related parties, have been
eliminated on consolidation and are not disclosed in this note.
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 £37
924 (2021: £82 423) for the use of office space. At period end, the Group owed Bushveld £71 040 (2021: £112
962).
The remuneration of the key management personnel of the Group, which includes the Directors, as well as
Frans van Daalen and Robert Sewell, is set out below.
Share Option
Charge
(£)
Shares Issued
in Relation to
Director Fees/
Salary (£)
Shares Issued
in Relation to
Bonus
(£)
Director Fees/
Salary (£)
28 February 2022
Non-Executive Directors
Glen Parsons (Chairman)
Terence Goodlace
Laurence Robb
Michael Rawlinson
(appointed 20 Dec 2021)
Executive Director
Anthony Viljoen (Chief
Executive Officer)
Other key management personnel
Robert Sewell (Chief
Financial Officer)
Frans van Daalen (Chief
Operating Officer)
5 524
5 524
5 524
-
-
18 000
-
3 500
13 258
8 838
8 838
-
-
-
47 506
21 500
-
-
-
-
-
-
-
-
Other
Fees
(£)
-
-
Total
(£)
64 691
61 832
59 167
56 308
17 000
8 000
48 524
4 000
49 102
56 602
170 454
110 326
140 390
-
-
-
183 712
119 164
149 228
557 645
57 102
683 753
80
81
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION Share Option
Charge
(£)
Shares Issued
in Relation to
Director Fees/
Salary (£)
Shares Issued
in Relation to
Bonus
(£)
Director Fees/
Salary (£)
Other
Fees
(£)
28 February 2021
Non-Executive Directors
Glen Parsons (Chairman)
10 893
40 000
10 761
10 761
10 761
-
13 000
-
-
-
-
-
-
28 750
12 000
14 583
-
-
-
-
Total
(£)
50 893
39 511
35 761
25 344
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.
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.
26 090
17 365
128 868
116 781
-
289 104
Retained earnings/accumulated deficit
The retained earnings/accumulated deficit represents the cumulative profit and loss net of distribution to
owners.
19 599
22 099
-
-
65 919
86 745
81 178
112 322
110 964
70 365
275 965
371 181
-
-
-
172 263
215 599
828 475
Terence Goodlace
Laurence Robb
Roger Williams
(resigned 28 Sept. 2020)
Executive Director
Anthony Viljoen
(Chief Executive Officer)
Other key management personnel
Robert Sewell
(Chief Financial Officer)
Frans van Daalen
(Chief Operating Officer)
28. CAPITAL COMMITMENTS
Significant capital expenditure contracted for at the end of the reporting period but not recognised as
liabilities is as follows:
Exploration and evaluation projects
Property, plant and equipment
Year ended
28 February 2022 (£)
1 021 297
1 695 932
2 717 228
The full balance of these commitments will be due within the next 12 months.
29. RESERVES WITHIN EQUITY
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction, net of tax, from the proceeds.
Convertible loan note reserve
The convertible loan note reserve represents proceeds on issue of convertible loan notes relating to equity
component plus accrued interest on the convertible loan notes. These notes were settled in full during the
financial year.
Warrant reserve
The warrant reserve represents the cumulative charge to date in respect of unexercised share warrants at
the balance sheet date.
82
83
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION 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
31 August 2022
THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION
If you are in any doubt as to what action you should take, you are recommended to seek your own financial
advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent
financial advisor who specialises in advising on shares or other securities and who is, in the case of UK
shareholders, authorised under the Financial Services and Market Act 2000.
If you have sold or transferred your shares in AfriTin Mining Limited, please forward this document at
once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or
transfer was effected, for delivery to the purchaser or transferee. If you have sold or transferred part of
your registered holding of shares, please consult the stockbroker, bank or other agent through whom the
sale or transfer was effected.
Notice of an Annual General Meeting of AfriTin Mining Limited to be held at 11:00 am on 29 September
2022 PO Box 282, Oak House, Hirzel Street, St Peter Port, Guernsey GY1 3RH the “Meeting”). 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 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 Meeting should they
so wish.
PLEASE READ CAREFULLY: ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING IN LIGHT
OF COVID-19
At the date of this Notice, there are no Covid-19 related restrictions on travel to and from Guernsey, nor
movement within Guernsey. Accordingly, it is expected that shareholders in Guernsey, or those who wish
to travel to Guernsey for the Meeting, will be able to attend the Meeting as normal.
However, this situation may change prior to the date of the Meeting and it may be necessary for the
Company to impose restrictions on entry to the Meeting in order to limit or restrict the number of attendees
if this is necessary to maintain any required level of social distancing between attendees at the Meeting or
any restriction on the maximum number of attendees.
In addition, the Board recognises that travel to Guernsey may not be feasible for the ma jority of
sharheholders and has put in place the following measures (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
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
NOTICE OF ANNUAL
GENERAL MEETING
84
85
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION
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 any applicable
guidance issued by 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 arrangements for the Meeting proposed by the Board are subject to constant review, and should they
be subject to change in line with changing guidance from the States of Guernsey, or in the event that
the situation surrounding COVID-19 should affect the plans to hold the Meeting at the proposed date and
time or at the proposed address, the Company will update shareholders through a market announcement
and will provide further details on the Company’s website. The Board reserves the right, should it become
necessary, to restrict attendance at the Meeting as part of security arrangements pursuant to Article 46 of
the Articles of Incorporation of the Company (the “Articles”).
PROXY
To register your vote electronically, log on to our registrar’s web site at www.signalshares.com and follow
the instructions on screen. To be valid your proxy must be registered not later than 48 hours (excluding
non-working days) before the time fixed for the Meeting. Do not show these details to anyone unless you
wish them to give proxy instructions on your behalf.
NOTICE OF MEETING
A Form of Proxy for use by shareholders is enclosed. To register a vote electronically, log on to the Registrar’s
web site at www.signalshares.com and follow the instructions on screen.
ORDINARY RESOLUTIONS
1. That Laurence Robb be appointed as Chairman of the annual general meeting in accordance with and
pursuant to article 19.1.5 of Articles.
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 2022.
3. That Michael Rawlison shall be re-elected as a director of the Company, having previously been
appointed by the Directors pursuant to article 24.5 of the Articles.
4. That Anthony Viljoen shall be re-elected as a director of the Company, having retired by rotation and
offered himself for re-election.
5. That Messrs BDO LLP be reappointed as Auditors to the Company.
6. That the Directors be authorised to approve the remuneration of the Company’s Auditors.
7. The Company be generally and unconditionally authorised to make on market acquisitions of Ordinary
Shares on such terms and in such manner as the Directors determine provided that:
1. the maximum aggregate number of Ordinary shares which may be purchased is 112,184,168 Ordinary
Shares;
2. the minimum price(excluding expenses) which may be paid for each Ordinary share is £0.01;
3. the maximum price (excluding expenses) which may be paid for any Ordinary Share does not
exceed 105 per cent of the average closing price of such shares for the 5 business days of AIM prior to
the date of purchase; and
4. this authority shall expire at the conclusion of the next Annual General Meeting of the Company
unless such authority is renewed prior to that time (except in relation the purchase of Ordinary Shares
the contract for which was concluded before the expiry of such authority, in which case such purchase
may be concluded wholly or partly after such expiry).
8. 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 379,207,756 shares (together
“Equity Securities”) in the capital of the Company being approximately one third of the issued share
capital of the Company (excluding treasury shares) 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 but, for the avoidance of doubt, is additional to the authority provided by Resolution
9 (if passed).
EXTRAORDINARY RESOLUTIONS
9. 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.
10. If Resolution 8 is passed, the Directors of the Company be and they are hereby authorised to exercise
all powers of the Company to issue or grant Equity Securities in the capital of the Company pursuant
to the issue or grant referred to in Resolution 8 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 (i) the
maximum maximum aggregate number of Equity Securities that may be issued or granted under this
authority is 112,184,168 shares, being approximately 10% of the issued share capital of the Company
(excluding treasury shares); and (ii) 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 but, for the avoidance of
doubt, is additional to the authority provided by Resolution 9 (if passed).
By order of the Board
MICHAEL RAWLINSON
Director
31 August 2022
86
87
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATIONCHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION
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 ADVISOR
WH Ireland Limited
24 Martin Lane
EC4R ODR London
United Kingdom
INDEPENDENT AUDITORS
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 ADVISOR AND JOINT BROKER
Hannam & Partners
2 Park Street, Mayfair
W1K 2HX London
United Kingdom
JOINT BROKER
Stifel Nicolaus Europe Limited
150 Cheapside
EC2V 6ET London
United Kingdom
INVESTOR RELATIONS
Tavistock
1 Cornhill, Langbourn
EC3V 3NR London
United Kingdom
COMPANY
INFORMATION
88
89
I
S
T
A
T
E
M
E
N
T
C
H
A
R
M
A
N
S
’
R
E
V
I
E
W
C
H
I
E
F
F
I
N
A
N
C
A
L
I
R
E
P
O
R
T
I
D
R
E
C
T
O
R
S
’
G
O
V
E
R
N
A
N
C
E
R
E
P
O
R
T
C
O
R
P
O
R
A
T
E
R
E
S
P
O
N
S
I
B
I
L
I
T
I
E
S
S
T
A
T
E
M
E
N
T
O
F
D
R
E
C
T
O
R
S
I
’
’
I
A
U
D
T
O
R
S
R
E
P
O
R
T
I
N
D
E
P
E
N
D
E
N
T
S
T
A
T
E
M
E
N
T
S
F
I
N
A
N
C
A
L
I
G
E
N
E
R
A
L
M
E
E
T
N
G
I
I
N
O
T
C
E
O
F
A
N
N
U
A
L
I
C
O
M
P
A
N
Y
N
F
O
R
M
A
T
O
N
I
CHAIRMANS’STATEMENTCHIEF FINANCIALREVIEWDIRECTORS’REPORTCORPORATE GOVERNANCE REPORTSTATEMENT OF DIRECTORS’RESPONSIBILITIESINDEPENDENTAUDITOR’S REPORTFINANCIALSTATEMENTSNOTICE OF ANNUALGENERAL MEETINGCOMPANYINFORMATION