Life.
Powered.
The road to an advanced future
is not paved with old ways.
December 2021
Annual Report &
Financial Results
Bushveld Minerals is a low-cost, vertically-integrated
primary vanadium producer, operating across the
upstream and downstream value chain through
Bushveld Vanadium and Bushveld Energy.
Bushveld produces diversified products for the steel, energy and chemical
sectors, accounting for about three per cent of the global vanadium
market in 2021.
Nitro Vanadium
Ferrovanadium
Vanadium Pentoxide Flake
– Nitro Vanadium and ferrovandium have similar uses
– Nitro Vanadium strengthens steel more efficiently
– Strengthening mechanism allows steelmakers to use less vanadium in high-
– Intermediate product to make
Ferrovanadium
– Vanadium aluminium master alloys
strength low alloy steels and reduce vanadium costs by as much as 40 per cent
for aerospace applications
– Reinforcing Bars
– Forgings
– High-Strength Sheet, Plates, Bars and Structurals
– Used as an additive in tool steels
– Enhances grain refinement (less alloy additions for same strength)
– Enhances strength and hardness
CHEMICALS
– Specialised coatings for steel used
in car manufacturing
Vanadium Pentoxide Powder
– Catalyst used in sulphuric acid
Sodium Ammonium Vanadate
– Catalyst that aids in sulphur removal
Vanadyl Oxolate
– Used as a catalyst in diesel engines
production
in scrubbers
Ammonium Metavanadate
– Used in fluorescent tubes
– Pigments in ceramics
– Intermediate product to make
Ferrovanadium
Sodium Metavanadate
– Used in the pharmaceutical industry
Potassium Metavanadate
– Ceramics (blue)
– Petrochemical industry
– Paints
– Catalysts
– Corrosion inhibitor
Table of Contents
Governance
Business
Overview
Governance
Financial
Statements
Supplementary
Information
68 Board of Directors
69
Executive Management Team
70 Corporate Governance Report
76 Report of the Audit Committee
78
94 Directors’ Report
95
2021 Remuneration Report
Statement of Directors’ Responsibilities
Business Overview
4
Where We Operate
6
Bushveld Minerals’ Key Achievements
7
Tribute to Professor Viljoen
8
Our Approach
10
Investment Case
12 Chairman’s Statement
16 Chief Executive Officer’s Review
22 Business Model
24 Bushveld Minerals’ Performance and Objectives
28 Vanadium Market Overview
31
34
40 Operating Assets and Operational Review
48 Principal Risks
53
64 Our People
Energy Storage Overview
Finance Director’s Review
Sustainability
Financial Statements
Independent Auditor’s Report
98
104 Consolidated Statement of Profit or Loss
105 Consolidated Statement of Comprehensive Loss
106 Consolidated Statement of Financial Position
107 Consolidated Statement of Changes in Equity
108 Consolidated Statement of Cash Flows
109 Notes to the Consolidated Financial Statements
This report is also available at
www.bushveldminerals.com/financial-reports
Throughout this publication, the Boards are referred to collectively as the Board. In this Annual
Report, the terms ‘Bushveld Minerals Group’, ‘Bushveld’, ‘Company’, ‘Group’, ‘we’, ‘us’, ‘our’
and ‘ourselves’ are used to refer to Bushveld Minerals Limited. The terms ‘Vametco Mine and
Processing Plant’, ‘Vametco Vanadium Mine’ and ‘Vametco’ are used to refer to ‘ Bushveld
Vametco Alloys (Proprietary) Limited’. The terms ‘Vanchem Plant’ and ‘Vanchem’ are used to
refer to ‘Bushveld Vanchem Proprietary Limited’. Cross-references refer to sections of the
Annual Report, unless stated otherwise.
Supplementary Information
150 Mineral Resources and Reserves
158 Acronyms
159 Glossary
161 Notice of Annual General Meeting
IBC Company Information
Annual Report and Financial Results 2021
1
Business Overview
The road to an
advanced future
is not paved
with old ways
2
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Annual Report and Financial Results 2021
3
Where We Operate
BUSHVELD VANADIUM’S CORE ASSETS
1
2
3
4
Vametco mine and plant
Vanchem plant
Brits resource
Mokopane project
BUSHVELD ENERGY’S CORE ASSETS
5
6
7
Belco plant
Vametco mini-grid
CellCube – Austria
7
CellCube – Austria
-
4
2
6
3
1
5
4
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
BUSHVELD VANADIUM
The Company’s mining and processing assets are located in
South Africa, which hosts the largest high-grade primary deposits
of vanadium in the world.
The Vametco Mine, Brits Resource and Mokopane Project comprise
a total JORC-compliant resource base of at least 548 Mt (100 per
cent basis), including 74 Mt (100 per cent basis) of JORC-compliant
reserves, representing some of the highest primary grades in
the world.
Collectively, the Vametco and Vanchem plants provide Bushveld
with a flexible and scalable low-cost production platform, enabling
it to maintain a competitive position in the vanadium market.
BUSHVELD ENERGY
Bushveld Energy’s operations are located in South Africa,
while its investment in the Vanadium Redox Flow (VRFB)
Original Equipment Manufacturer (OEM) CellCube is located
in Vienna, Austria.
The Bushveld Electrolyte Company (BELCO) 8 million litre
electrolyte/200 MWh production plant under construction
is located in East London, South Africa.
Bushveld Energy holds an indirect 25.25 per cent interest
in CellCube, formerly known as Enerox.
The site for the construction of the 3.5 MW solar PV and
1 MW/4 MWh VRFB mini-grid project for Vametco is located
at Vametco in Brits, South Africa.
KEY
Main Road
Railway
NORTHERN
LIMB
4
EASTERN
LIMB
WESTERN
LIMB
1
6
3
Rustenburg
Brits
0
20
40
60
kilometres
2
Middelburg
Witbank
Pretoria
Johannesburg
Annual Report and Financial Results 2021
5
Timeline
Bushveld Minerals’ Key Achievements
2012
Bushveld Minerals
Admitted to trading on AIM
on 26 March 2012.
2013
Bushveld Minerals
Bushveld Vanadium Project
platform established on an
initial resource of 52 Mt.
2014
Mokopane
Licence extension for
Mokopane Prospecting
right approved.
2016
Bushveld Energy
Official launch of Bushveld Energy.
Cooperation Agreement signed with
Industrial Development Corporation
to determine the economic
viability of VRFBs for use and
manufacture in South Africa.
2017
Bushveld Vametco
Acquired a 26.6 per cent
shareholding in Vametco,
a vanadium mine and primary
processing facility.
Bushveld Vametco
Increased shareholding in
Vametco to 59.1 per cent.
Bushveld Minerals
Demerger of Afritin Mining Ltd.
2018
Bushveld Vametco
Increased its effective
shareholding in Vametco to
74 per cent through a series
of transactions.
Bushveld Energy
Started development of first
commercial photovoltaic and
vanadium redox flow battery
mini-grid.
2019
Bushveld Vanchem
Acquired 100 per cent of
Vanchem assets, a primary
vanadium processing facility.
2020
Bushveld Energy
Vanadium rental partnership
with Invinity and Pivot Power (part
of the French EDF Renewables).
Bushveld Energy
Established the Bushveld
Electrolyte Company (BELCO).
Mokopane
Executed a 30-year
mining right.
2021
Bushveld Energy
Commenced construction of the
BELCO plant.
Bushveld Energy
Implemented its first rental
contract with Avalon Battery
Corporation.
Bushveld Energy
Increased indirect interest to
25.25 per cent in Cellcube.
Bushveld Energy
8.71 per cent investment into AIM-
listed Invinity Energy Systems.
Bushveld Energy
Monetised Invinity Investment
and realised ~US$13 million.
Bushveld Energy
Invested in Cellcube as part of
an investment consortium.
2022
Bushveld Vametco
Received ISO 14001:2015
Certification valid until March 2025.
Bushveld Vanchem
Commissioning of Vanchem’s Kiln 3.
Bushveld Energy
Vametco Hybrid mini-grid achieves
financial close.
6
Annual Report and Financial Results 2021
Tribute to Professor Morris Viljoen
Business
Overview
Governance
Financial
Statements
Supplementary
Information
“ A rich legacy for Bushveld
Minerals.”
Professor Morris Viljoen 1940-2021
Bushveld Minerals Technical Advisor
He also contributed valuable insights in optimised methods
and techniques especially in the gold mining world. He will be
remembered as a discoverer of Komatiites (a new class of ancient
volcanic rocks in the Komati River valley in 1969) as part of his PhD
which he did, together with his twin brother Richard. The term
Komatiite has been adopted worldwide to describe such type
of rocks.
Prof Morris Viljoen was also highly respected by his peers and was
a fellow of the GSSA (Geological Society of South Africa) and other
notable international geological and mining societies. He authored
and co-authored geoscientific books and published close to eighty
papers in scientific journals worldwide, and contributed to legacy
projects of the 35th International Geological Congress held in Cape
Town in 2016, where two books were produced and published. His
contribution to developing skills within the sector is evidenced by
the many geoscientists he trained during his tenure as Professor
of Mining Geology at Wits University. He has supervised PhD and
Masters students, some of whom work for Bushveld Minerals today.
The Bushveld Minerals family will miss him dearly for his unwavering
support and wisdom. We will forever celebrate the rich legacy that he
has left in our businesses.
May his soul rest in peace.
In 2021, we sadly lost Professor Morris Viljoen who was a technical
advisor to Bushveld Minerals and who, more importantly, was one
of the co-founders of VMIC (VM Investment Company), together
with his twin brother Professor Richard Viljoen, Anthony Viljoen
and Fortune Mojapelo.
VMIC, a principal investment and advisory company focusing on
mining projects in Africa, laid the foundation for the establishment of
Bushveld Minerals and AfriTin as fully operational mining companies.
To be precise, the geological base on which Bushveld and AfriTin
were built was the work of Professors Morris Viljoen and Richard
Viljoen, “the Twins” as we came to affectionately call them.
Prof Viljoen will be remembered as one of the world’s greatest
geologists, having made an immense contribution to the field of
geology and the mining industry. He will also be remembered as an
academic father to many geologists and geoscientists in South Africa
and the world over. More recently, he had become a pioneer of
geo-tourism, where he documented and promoted South Africa’s
geological and mining heritage.
At Bushveld Minerals, we will remember Prof Viljoen for his illustrious
career in the mining industry and will be forever grateful to have
benefited from his deep knowledge, and passion for the sector.
Simply put, there could be no Bushveld Minerals without him.
Some of his most notable achievements over the decades he worked
as a mining geologist are evidenced in his instrumental role in the
generation and development of several exploration targets of which
many have developed into advanced prospecting targets and
operating mines today. These include the Mokopane Vanadium
Project, Amalia and Blaaubank lode gold deposits, the Akanani/
AfriOre Platinum Project, the Uramin Uranium Project and
several others.
Annual Report and Financial Results 2021
7
Our Approach
Our vision and mission drives our business model and our strategic decisions. It is
underpinned by our values which inform the behaviour and standards expected of all
our colleagues in the business. Together these determine how we identify and deliver
our immediate and long-term strategic objectives and generate long-term sustainable
returns for all our stakeholders.
OUR VISION
Become one of the world’s most significant, low-cost, vertically-integrated primary
vanadium platforms, with a diversified vanadium product portfolio.
OUR MISSION
Generate value in a safe and sustainable way for all of our stakeholders throughout
the commodity cycle.
OUR VALUES
The Bushveld Minerals’ shared values are the foundational DNA on which our business
and brand are built. They were developed:
− Based on the agreed culture moves and the desired culture the organisation seeks
to embed
− To guide the behaviour and decisions of all leaders and employees in the business
− To be the set of guiding principles of the desired culture.
We demonstrate care by focusing on safety first, having the courage to pioneer, learn,
and adapt, collaborating as one team for shared success, behaving in a way that
ensures we are trusted, and always striving to deliver excellence.
CARE
We care for the safety
and health of our people,
safety of our assets,
environment and
our communities
COURAGE
We are pioneering,
curious, resilient
and innovative
COLLABORATION
We collaborate for
shared success by
building unity through
our shared purpose and
effective communication
EXCELLENCE
We continuously strive
for excellence through
rigour, effort and
deliberate planning,
focused on the right
performance outcomes
TRUSTED
We are trusted because
we show integrity, aspire
to deliver on our
promises, and go beyond
compliance
8
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Bushveld Minerals. Life. Powered.
As our business grows and achieves significant growth milestones
towards becoming a true leader in the global vanadium value chain,
it’s brand must also evolve and reflect our future ambitions of
powering not only industry but people, communities and more
sustainable ways of doing business.
We find our purpose in a quest to fuel human freedom in empowering
better, safer and more sustainable living. We strive to do this by
becoming one of the world’s most significant low-cost, vertically
integrated vanadium platforms. Backed by innovative thinking and
disciplined expertise, we are committed to pulling a better future
forward – ensuring that what we take from the earth goes back into
it in the shape of progress.
OUR BRAND STORY:
The road to an advanced future is
not paved with old ways. It is fuelled
by the power of human possibility.
Bringing manufacturing,
development, energy, and growth
not just to life, but to lives.
A less wasteful, more resilient
tomorrow requires a shift. In thinking.
In doing. Toward better systems,
better structures.
Building. Not just structures,
but sustainability. Powering.
Not just progress, but people.
To fuel human freedom in advancing
a better, safer, more durable
existence for us all.
One that does not leave us as
culpable, or vulnerable.
At Bushveld Minerals we are
committed to pulling this kind
of future forward.
OUR LOGO
‘Life powered’ captures the power of human possibility, bringing
manufacturing, development, energy, and growth not just to life,
but to lives.
The new logo concept brings this story to life, whilst remembering
where Bushveld came from. It leverages our existing tree symbol,
displaying a modernised look and feel more aligned to future ideals.
The updated look emanates freedom, innovation, and possibility –
representing a life powered for all.
Annual Report and Financial Results 2021
9
Investment Case
Our Key Strengths Drive
Our Investment Case
Bushveld Minerals has, over the last decade, pursued a growth strategy
that has facilitated the securing through acquisition of two world-class
primary vanadium processing plants and the construction of an
electrolyte manufacturing plant in South Africa for VRFBs.
After a period of consolidation and refurbishment of these
acquisitions, Bushveld is now a well-established mid-tier vanadium
producer. At the near term production rate of 5,000 mtVp.a to
5,400 mtVp.a. by the end of the financial year ending December
2022 – our currently funded production position – we have a
business that is sustainable with an attractive cost proposition
and good cash generation capacity.
Our asset base is scalable with potential to increase production
above 5,000 – 5,400 mtV production run rate to 8,000 mtVp.a. over
the medium to long term. This growth will be facilitated through the
advancement of the feasibility and pre-feasibility studies at Vametco
and Vanchem, respectively, which will require modest further capital
expenditure relative to greenfield operations. The production growth
potential is an opportunity to reduce unit costs further and can be
done in incremental phases, each phase being value accretive with
attractive internal rates of return per phase. The result is a large,
low-cost primary vanadium producer with attractive cash generation
potential through the vanadium price market cycles.
Our vertical integration strategy has seen us establish a meaningful
role for the Company across the full value chain of the VRFBs that
are set to play an important role in the growing energy storage
market, driven by the tremendous global energy transition push. This
strategy, which has been implemented with reasonably low capital
intensity (relative to the upstream mining and processing activities)
has created significant opportunities for the Company to capture
economic value in this growing market sector, simultaneously
supporting the growth and diversification of vanadium demand while
positioning the Company as a key supplier of vanadium in this sector.
A GREEN COMMODITY FOR THE FUTURE
WITH ATTRACTIVE FUNDAMENTALS
– Medium to long-term market fundamentals
remain attractive.
– Vanadium demand is underpinned by its use as a
strengthening alloy in steel sector, which is expected
to drive demand growth at a Compound Annual
Growth Rate (CAGR) of 2.7 per cent through
to 20301.
– Vanadium increases the efficiency of the steel sector,
while reducing greenhouse gas emissions.
– Vanadium demand from applications in VRFBs is
expected to grow by a CAGR of 56.7 per cent
by 20301.
– Supply is concentrated, constrained and limited new
primary supply is expected from greenfield projects.
SOLID ASSET BASE
– The Company’s 548 Mt (100 per cent basis) resource
is one of the largest primary vanadium resource
bases and offers significant growth potential.
Bushveld Minerals’ ore bodies comprise large,
long-life, opencast deposits, with grades of 1.6 –
2.0 per cent V2O5 in-magnetite, which are among the
highest in the world.
– The Group owns two of the world’s four operating
primary production processing facilities, which are
low-cost and scalable operations. Vametco and
Vanchem were acquired for significantly less than
the cost of building a primary greenfield production
facility of the same scale.
– Production platform with a diverse range of vanadium
products which gives us production flexibility to
maximise sales and profit margins based on product
and market demand.
10
10
Annual Report and Financial Results 2021
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
– The Company is committed to reducing the
environmental footprint of its mining and processing
operations by reducing the carbon intensity of its own
operations. Achieved, through the implementation of
renewable energy and VRFB storage solutions at its
operations, the Company has commenced a journey
to reducing the carbon footprint associated with its
energy consumption.
– Bushveld Minerals’ products play an important role
in global decarbonisation efforts through its
applications in both the steel and energy sectors.
– As a strengthening alloy in steel making (0.2 per cent
of vanadium added to steel doubles its tensile
strength), vanadium increases the efficiency of the
steel sector, while reducing the carbon footprint
of steel.
– Vanadium applications in stationary energy storage,
through VRFBs, promotes the integration of
renewable energy sources, while promoting the
efficiency of electricity grids, thereby playing a key
role in the energy transition. Further, the VRFB
technology supports the global transition to clean
energy and produces lower life cycle CO2 emissions
than competing storage technologies2.
– The Company actively promotes the principles of
the circular economy. It is scaling up the necessary
technical and commercial parameters to ensure that
vanadium in energy storage is re-used.
Sources:
1. Roskill, Vanadium Outlook to 2030.
2. Vanitec and Texas A&M study.
VERTICAL INTEGRATION
– Bushveld Minerals’ vertical integration business
model allows us to mine, process and manufacture
vanadium-based products in a single value chain.
– The Company uses its low-cost scalable production
base to build a significant downstream vanadium-
based energy storage platform, thus participating
in a rapidly-growing industry.
– Vertical integration is key, both to ensure future
vanadium demand from energy storage and to unlock
significant economic opportunities for the Company
across its value chain.
– This includes BELCO, the construction of one of the
largest publicly announced Vanadium electrolyte
plants’ outside of China with an expected initial
capacity of 8 million litres of vanadium electrolyte per
annum (using up to 1,100 Mtvp.a.) and capability to
scale up to 32 million litres at the same location.
– The growth of the VRFB industry can support
vanadium demand and contribute to minimising
volatility in the vanadium price.
– The Group has diverse revenue streams coming from
the steel, chemicals and energy markets, enabling it
to maintain its solid position throughout the
commodity cycle
SUSTAINABILITY – VALUE BEYOND
COMPLIANCE
– Bushveld Minerals is dedicated to maintaining
sustainable mining and processing practices across
all of its operations and projects. This includes
ensuring employees enjoy a healthy and safe working
environment, that it operates in an environmentally
and socially-responsible manner, and that it adds
meaningful value to all stakeholders.
Annual Report and Financial Results 2021
Annual Report and Financial Results 2021
11
11
Chairman’s Statement
I firmly believe that the last two
years have proved our resilience
as a company and made us stronger
for the difficulties faced. We
continue to operate to the highest
standards of business while being
mindful of ongoing global
uncertainties and their impact
on the sector.
Ian Watson
Independent Non-Executive Chairman
12
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Resilient in challenging times
DEAR STAKEHOLDERS,
While 2020 was the year in which the COVID-19 pandemic plunged
lives and business into turmoil across the globe and saw the
implementation of emergency measures to keep businesses afloat,
2021 was the year in which those emergency measures were put to
the test. As the constant state of flux became the new normal, it
became apparent that companies had to adapt for unusual business
contingencies.
Restrictions are now lifting around the world, facilitating a return
to pre-pandemic life. Not only are we able to see loved ones and to
cross borders, and with less onerous restrictions global logistics are
improving and the productiveness of industries the world over has
begun to escalate considerably. I firmly believe that the last two years
have proved our resilience as a company and made us stronger for
the difficulties faced. We continue to operate to the highest
standards of business while being mindful of ongoing global
uncertainties and their impact on the sector. These include but are
not limited to the war in Ukraine, rising COVID-19 cases in China and
North Korea, and soaring inflation in the US and Europe.
I applaud our employees for their stalwart commitment to the
Company and our operations, ensuring that despite the ongoing
impact of COVID-19 and the operational challenges at Vametco,
our staff remained safe, and Bushveld adapted quickly and
implemented several interventions, enabling the Group to finish
the year strongly and make the upper end of our revised guidance
for 2021 at 3,592 mtV.
As a result of the improved performance in the second half of
the year, the Group generated a positive underlying EBITDA in
the second half, but this was not sufficient to offset the EBITDA
loss in the H1, and the Group ended the year with an underlying
EBITDA loss of US$7.5 million and a loss before tax for the year
of US$46.8 million (2020: loss before tax of US$37.7 million).
The strengthening of the South African rand had a substantial effect
on expenses and on underlying EBITDA. We made an operating loss
of US$29.3 million, similarly impacted by the significant ZAR:US$
exchange rate movements and the net loss for the year was
US$42.1 million, after net interest and non-cash adjustments,
as detailed in the Finance Directors Review.
Furthermore, as we have improved maintenance and ensured
operational stability, Bushveld is targeting to reach a Group
production run rate of 5,000-5,400 mtVp.a. in the last quarter
of 2022, following the commissioning of Kiln 3 in June 2022, which
is now undergoing stabilisation and optimization, with ramping up
expected to commence thereafter. Higher production, once the
Group is producing over 5,000 Mtvp.a, will lead to lower unit costs,
resulting in Bushveld achieving sustainable profitable performance
throughout the cycle.
As such, we anticipate Group production for the year to be
in the region of between 4,200 mtV and 4,400 mtV, between
17-23 per cent higher than 2021, with output weighted towards
the second half.
We recently announced the key findings of the Vametco and
Vanchem feasibility and pre-feasibility studies, the objectives of
which are to increase and achieve a collective production of 8,000
mtVp.a. in the medium to long term. In contrast to the last few years
where production growth was necessary to reach critical mass, we
can be patient about this next stage.
Management intend to pursue the staged expansion plans, subject
to the meeting of short-term performance targets and in a phased
manner, once sufficient funding has been secured, accompanied by
any necessary third-party validation of associated project economics.
We remain committed to our responsibility to ensure sustainable
growth and provide returns to our investors, a consideration at the
forefront of every company decision and are proud of the trust you,
our shareholders, have placed in us to deliver this. I would like to
thank Fortune Mojapelo, the Bushveld management team, and all
our staff for their efforts to progress the Company and our operations
over the course of the year.
I would like to pay tribute to Professor Morris Viljoen who sadly
passed away in August 2021. Alongside his twin brother Richard
Viljoen, he was a technical advisor to the Company and major
contributor to the founding of Bushveld. His knowledge and expertise
were unparalleled in his field and he will be sorely missed.
I have been privileged to have the responsibility of chairing the Board
over the last ten years. In this time, I have witnessed the Company go
from strength to strength, a small exploration company into a
significant producer of vanadium no small achievement.
We have come a long way, from our kick off in 2012 when we listed
on AIM as an exploration company with a diversified portfolio
including vanadium, tin, coal, titanium and iron ore assets, and
raised £5.5 million. We established a quality portfolio of tin assets,
which we unbundled and listed as Afritin on AIM, enabling Bushveld
shareholders to unlock value from its tin platform.
In this time, Bushveld acquired two brownfield processing plants for
a modest acquisition cost, catapulting production over six years from
zero in 2016, to about 3,600 mtV in 2021. We have also been at the
forefront of pioneering a vertically-integrated vanadium value chain,
including our ongoing construction of what will be one of the largest
vanadium electrolyte plants with a capacity of 8 million litres of
vanadium electrolyte (approximately 1,100 mtV).
Annual Report and Financial Results 2021
13
Chairman’s Statement continued
Our other achievements include securing three large, high-grade
opencast deposits, with a primary resource base of 548 Mt, one of
the largest high-grade primary vanadium resources in the world. This
gives us the confidence to pursue further growth in the years ahead,
knowing that we have decades-long Life-of Mine ahead. All this has
been achieved at the modest acquisition cost of approximately
US$121 million, significantly less than the capital expenditure it
would have required to develop our operational footprint from a
greenfield state; plus further capital expenditure spent since
acquisition.
On behalf of the Board I must thank Anthony Viljoen for his
significant contribution to Bushveld Minerals over more than a
decade of service. Anthony played a core part in the formation and
shaping of the Company. I wish him all the best as CEO of AfriTin
Mining Limited, which is rapidly developing its large-scale tin
resources. In addition, I would like to I thank Jeremy Friedlander for
his significant contribution to Bushveld with over a decade of service
to the Company, helping provide vital guidance and leadership.
While I am sad to be leaving the Bushveld family, I welcome the
new members of the Board including Kevin Alcock, Mirco Bardella,
Jacqueline Musiitwa and David Noko. These Board appointments
have been made to ensure that the Board’s composition meets the
high standards of corporate governance expected of AIM listed
companies. I look forward to seeing the new heights to which I know
they will take the Company.
Ian Watson
Independent Non-Executive Chairman
30 June 2022
14
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Annual Report and Financial Results 2021
15
Chief Executive Officer’s Review
Our transformation journey
continues. With two of the world’s
four operating primary vanadium
production facilities, a diverse
product profile and significant
growth upside, we are well placed
in a market that will increasingly
look to primary producers to meet
its growing vanadium demand.
While we remain committed
to maximising the production
capacity of our plants, our
immediate short-term focus
is to ensure that the
production base
is stable, sustainable
and cash generating.
Fortune Mojapelo
Chief Executive Officer
16
Annual Report and Financial Results 2021
Building a robust and stable operational
platform for growth and stakeholder value
Business
Overview
Governance
Financial
Statements
DEAR STAKEHOLDERS,
I am pleased to present this annual review statement at a time
coinciding with the tenth anniversary of the listing of Bushveld
Minerals Limited on the Alternative Investment Market (AIM)
of the London Stock Exchange. In that time, we have successfully
transitioned from an exploration company into a sizeable, margin-
positive primary vanadium producer with global distribution
networks, and significant growth potential.
We have achieved this transition through a brownfield strategy that
has seen us acquire two of the only four operating primary vanadium
processing plants in the world in 2017 and 2019, respectively. We
have now invested significant refurbishment capital into the plants
and their connection to some of the world’s largest and highest
primary vanadium grade deposits has allowed our assets to provide
a low-cost production platform, with potential for further cost
improvements. While the vanadium market remains volatile, our cost
positioning in the market presents a sustainable cash generation
opportunity over the cycle, which will be more clearly demonstrated
once the Group is producing over 5,000 mtVp.a.
Since 2017, we have built an asset base with a net asset value
of US$150 million, an achievement we are proud of as we started
with a market capitalisation of US$20 million. We have achieved this
by investing in excess of US$185 million in: 1) our acquisitions of
Vametco and Vanchem, 2) refurbishment and expansion initiatives
at the two sites, including the recently completed refurbishment
of Kiln 3 at Vanchem and 3) investing in sustainable growth of the
Bushveld Energy assets. We have grown this formidable asset base
with a relatively heavy reliance on debt markets and very limited call
on shareholders for equity financing.
2021 OVERVIEW
2021 began with significant challenges for Bushveld, impacted
by the continued social and economic fallout from the COVID-19
pandemic. The South African commercial sector was further affected
by a range of additional challenges, including periodical power
supply shortages, and the severe disruption to local supply chains
caused by the unrest in South Africa in July.
OPERATIONS
These contextual challenges compounded problems experienced
at our operations, particularly in the early part of 2021, which related
to operational plant stability on the back of no extensive annual
maintenance shutdown being undertaken in 2020 due to the
COVID-19 pandemic. In March 2021, a slower than expected
ramp-up post a planned 35-day maintenance shutdown at Vametco
affected production, further exacerbated by an unprotected
industrial action that followed in April 2021.
Following the March 2021 annual shutdown at Vametco, the
company has focused on operational stability, which is being
achieved through several interventions. These include a rebasing
of monthly production in line with historical performance rather
than aspirational targets, increasing investments in maintenance
and sustaining capital, and implementing a rigorous and proactive
maintenance programme.
We have also embarked on a Bushveld culture journey to boost
our aspirations towards operational excellence. This has entailed
Annual Report and Financial Results 2021
defining and cementing of our values and culture across the
business, focusing on a philosophy of Care, Courage, Collaboration,
Trust and Excellence.
Supplementary
Information
This shift in approach has seen the Company produce solid
successive quarterly performances since the shutdown in March
2021. Production in the second half of the year of 2,018 mtV was
28.2 per cent higher than the H1, illustrating our success in
embedding improvements across all operations. I am pleased to
report that this has continued into the current year and am delighted
to announce the commissioning of Kiln-3 at Vanchem which will
deliver production growth and result in lower unit costs at Vanchem.
We expect that as we continue to pursue incremental operational
improvements and further emphasise our values and culture at
Bushveld over a sustained period, the effects will begin to reflect
in our guidance and production numbers. We have already seen an
improvement in our safety record, although this is from a very strong
baseline, as set out in the Safety section below.
Bushveld achieved production at the upper end of our revised
guidance for the year ended 31 December 2021, with total Group
production of 3,592 mtV. The higher throughput in the second half
resulted in lower unit costs, with production cash cost (C1) for the
year of US$24.0/kgV at Vametco and US$30.6/kgV at Vanchem,
both in line with revised guidance.
While production performance improved, Group sales of 3,314 mtV
were below production levels, owing to the challenges in
international logistics channels arising from COVID-19, and the
disruptions at local ports in July and August. This resulted in a
buildup of finished products inventory.
Group production
Group sales
Unit
mtV1
mtV1
2021
3,592
3,314
12M 2021 vs
12M 2020
-1.1%
-13.7%
While some of these logistical challenges have persisted into the
2022 year, we expect to meet our client obligations for the year.
FINANCIALS
The operational improvements post Q1 also translated into an
improved financial performance, with a positive underlying EBITDA
of US$3.3 million in H2 2021, which has been maintained into the
2022 financial year, compared with an H1 2021 underlying EBITDA
loss of US$10.8 million.
The overall underlying EBITDA loss of US$7.5 million for the year, an
improvement on 2020, was affected by the exchange rate movements
that saw the Rand strengthen significantly from ZAR16.46/US$ to
ZAR14.79/US$, resulting in a negative impact on costs and on
underlying EBITDA amounting to US$11.6 million for the year on a
like for like exchange rate with 2020. I am pleased to note that the
trajectory of improved earnings has continued into 2022.
After depreciation of US$19.4 million, we made an operating loss of
US$29.3 million (2020: loss of US$32.8 million), similarly impacted
by the significant ZAR:US$ exchange rate movements. Net loss for
the year was US$42.1 million after net interest of US$11.2 million
17
Chief Executive Officer’s Review continued
and non-cash adjustments of US$6.2 million, as detailed in the
Finance Directors Review.
The Group ended the year with a cash and cash equivalents position
of US$15.4 million, as we prioritised significant investment including
growth initiatives at Vanchem, Bushveld Energy investments and
debt repayments.
More details on the company’s financial performance are set out
in the Finance Director’s Review.
SAFETY
The Group recorded a 52 per cent improvement in the Total Injury
Frequency Rate to 7.8 relative to the previous year (2020: 16.1),
as a result of improved risk assessment and the implementation of
mitigation measures. While these improvements are welcome, safety
will continue to be an area of focus for Bushveld to ensure that we
can sustain and continue a strong safety record.
SUSTAINABILITY
Bushveld Minerals has embarked on a journey to define and
implement a comprehensive sustainability strategy. At the heart
of this strategy is an overarching philosophy of going “Beyond
Compliance”, which requires an understanding and commitment to
sustainability as core to our business and not a question of meeting
regulatory requirements. The philosophy underpins our approach to
environment management and engaging with social partners.
Our sustainability journey is in its early stages, defined with
short-term (2021 – 2025) objectives to meet our regulatory
compliance obligations and ensuring alignment/standardisation
of practices across the business, followed by longer-term (2026
onwards ) objectives that give effect to our “Beyond Compliance”
ethos. Dedicated personnel have been brought into the business
with executive leadership responsibility allocated for driving our
ESG strategy going forward.
Our approach to sustainability is also defined along two important
dimensions: (a) being clear about how we operate in a sustainable
manner, and (b) articulating how our products and related solutions
contribute towards global sustainability efforts.
In respect of the second, Bushveld Minerals is well placed to make
a meaningful contribution to global decarbonisation efforts through
its alloying products that reduce the carbon footprint of steelmaking,
and through its electrolyte products used in large-scale long-duration
energy storage systems that will support the energy transition
through, among others, supporting greater penetration of renewable
energy to the global energy mix.
GROWTH
Through the acquisitions and investments in our plants we have
significantly increased our production by 36 per cent between
2017 to 2021 and Bushveld is now positioned as a significant
global vanadium producer. While our current business model and
production run rate is sustainable without the need for additional
growth, we are in the process of ramping up to a production run
rate of 5,000 – 5,400 mtV by the end of 2022, which will provide
Bushveld further cash generation potential.
As outlined in the recently announced technical studies, the full
production potential of our assets is much greater than the current
production run rate, particularly in the wake of the commissioning of
Kiln 3 at Vanchem in the second quarter of 2022. The studies provide
a well-structured long-term incremental growth path to a production
rate of 8,000 Mtvp.a., ensuring a permanent and reliable feedstock
to both Vametco and Vanchem while reducing production unit costs.
The option to implement the growth path in phases that are each
value accretive substantially reduces the upfront capital
requirements. We can attain the incremental production more rapidly
and generate additional cash flows after each phase, which can be
leveraged for the next phase. As we have full flexibility in relation to
this growth, any decision in this regard will be dependent on market
conditions and subject to capital availability.
Further detail on the findings of the studies can be found in the
operating assets section.
BUSHVELD ENERGY
The momentum of the energy transition away from fossil fuels to
clean energy continued to grow in 2021 and was, in fact, given
further impetus by the positive outcome of the COP26 climate
change conference in Glasgow. Whilst forecasts of stationary energy
storage deployments growth vary among analysts, they all point to
substantial growth of the sector. Bloomberg New Energy Finance, for
example, forecast that deployed energy storage installations around
the world are will multiply by a factor of 122 to 2,850 GWh by 2040.
Furthermore, Guidehouse Insights expects global annual
deployments of VRFBs to grow at a compounded annual growth rate
(CAGR) of 41 per cent over the next 10 years, reaching
approximately 32.8 GWh in 2031.
The VRFB deployment forecast by Guidehouse Insights would equate
to between 127,500 and 173,800 tons of new vanadium demand
per year by 2031, according to Vanitec calculations based off
Guidehouse’s projection. That would be more than twice as much
vanadium as is currently produced annually today.
This certainly presents a substantial opportunity for Bushveld
Energy, the company’s energy storage focused subsidiary whose
mission is the advancement of VRFBs. Since inception in 2016,
Bushveld Energy has made significant inroads in establishing the
case for VRFBs in the growing energy storage market through its
focus on key activities along the VRFB value chain structured along
three key areas:
– Construction of the building for the vanadium electrolyte
manufacturing plant in East London, South Africa, was completed
in April 2022 and the Engineering, Procurement and Construction
(EPC) contract is underway. The vanadium electrolyte
manufacturing plant, targeting an initial capacity of 8 million
litres, will be one of the largest plants outside of China.
– VRFB Manufacturing: We invested US$10 million this year to
acquire an effective shareholding of 25.25 per cent into CellCube,
a grid-scale and micro-grid energy storage battery manufacturer,
headquartered in Austria, bringing our total investment to
US$12 million.
– VRFB Projects Deployments: We completed the development
and achieved financial closing for a 3.5 MW solar photovoltaic
(PV) generation farm and 4 MWh of VRFB energy storage pilot
project at Vametco Mine (the Vametco mini grid). Site clearing
18
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Supplementary
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has commenced and commissioning is targeted for H1 2023;
26 mtV of electrolyte for the battery has been secured from
Vametco. The Vametco mini-grid will serve to demonstrate the
technical and commercial viability of hybrid mini-grids using solar
PV and VRFB technology and in the process open up opportunities
for the deployment of such solutions in an environment that is
increasingly encouraging self-generation for large energy users.
In addition, we identified captive opportunities within the Group of
up to 120 MW of solar and 180 MWh of VRFB storage. These projects
will also reduce the Group’s reliance on Eskom, help control
electricity cost increases and reduce the carbon footprint of our
vanadium production, as part of a broader sustainability strategy.
We are pleased to have successfully defended the litigation initiated,
during 2021, by Garnet Commerce Limited (Garnet), our partner in
CellCube, against VRFB Holdings Limited (VRFB-H) and Enerox
Holdings Limited (EHL), concerning an alleged breach by VRFB-H
of the joint venture agreement in relation to EHL. Successfully
defending this litigation which sought to challenge the indirect
investment by Mustang plc into EHL, means the indirect investment
by Mustang into EHL remains in place.
Notwithstanding the large opportunity presented by the energy
transition for energy storage solutions and significant progress
made by Bushveld Energy as summarised above, we recognise the
complexity of a company spanning the vanadium value chain with
operations that belong in different industry sectors and with different
business models.
Having incubated Bushveld Energy and created the critical mass
to ensure its success, we intend to carve out Bushveld Energy as a
stand-alone company focused on the VRFB value chain. We believe
that this will help to crystalise the value of Bushveld Energy and to
position it in the capital markets to attract the appropriate energy-
market focused institutional investors with an appetite and
understanding of the energy proposition, while retaining the vertical
integration proposition of Bushveld Minerals via a significant
shareholding in the stand-alone energy company.
VANADIUM MARKET OUTLOOK
We remain bullish on the vanadium market. We believe the vanadium
market is characterised by a structural deficit in the medium to long
term, supported by robust and growing demand amidst a concentrated
supply base with limited scope for meaningful supply growth.
Demand will continue to be anchored by the steel sector,
underpinned by rising intensity of the use of vanadium within
high-strength low-alloy (HSLA) steel. Away from steel, significant
upside potential is anticipated for vanadium within VRFBs, as the
requirement for energy storage applications for renewable energy
sources increases, with decarbonisation and the energy transition
fast becoming global themes set to remain relevant for the decades
to come.
Vanadium supply is concentrated and increasingly constrained
in its ability to respond to demand. Increasing utilisation levels of
co-production steel plants, which account for more than 70 per cent
of global vanadium supply, mean decreasing scope for co-producers
to increase vanadium production, even in favourable steel market
conditions, which are the key drivers of supply movements among
co-producers. Meanwhile historical vanadium price volatility will, at
least in the short term, continue to limit the availability of capital for
developing greenfield vanadium projects.
This resulting structural deficit in the medium to long term points
towards vanadium price upside relative to historical averages. In the
short term, however, vanadium prices continue to be volatile, driven
by the lingering impacts of the COVID-19 pandemic, especially in
China where hard lock downs have continued to be imposed. The
recent Russia-Ukraine conflict and global recession fears have also
added to volatility.
The price volatility seen in 2020, 2021 and now in 2022 underscores
the importance of being a low-cost vanadium producer and remains
a core strategic focus for us as a company.
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Chief Executive Officer’s Review continued
The Russia-Ukraine conflict puts a spotlight on the geopolitics of
global vanadium supply, given the geographical concentration of
supply with China and Russia accounting for 50 per cent and 17 per
cent respectively. This places South Africa in a favourable position,
with its massive high grade primary vanadium reserves. With two of
the three operational plants in South Africa and scope to grow
production on these, Bushveld has the opportunity to emerge as a
key producer and supplier of vanadium in a global market.
OUTLOOK
We anticipate an encouraging 12 months ahead as we are on track
to meet our Group production and cash cost guidance at the
operations. This is supported by the commissioning of Kiln 3 at
Vanchem which was completed in June 2022, and we anticipate
to achieve a production run rate of 2,600 Mtvp.a during the last
quarter of 2022.
Overall, we expect Group production of between 4,200 mtV and
4,400 mtV in 2022, with volumes weighted towards the second half
as Kiln 3 is ramped up by year end, with lower production cash cost
(C1) of: between US$22.7/kgV and US$23.5/kgV at Vametco and
between US$27.7/kgV and US$28.4/kgV at Vanchem. Production
guidance at Vametco is between 2,450 mtV and 2,550 mtV and at
Vanchem it is between 1,750 mtV and 1,850 mtV.
We reported a strong start to the 2022 financial year, with another
solid set of quarterly operating results in Q1 2022. Continuing on
from the performance in 2021 and the underlying EBITDA profit
in H2 2021, we have now successfully produced four quarters of
consistent performance, building on the operational improvements
and enhanced safety initiatives.
We believe Bushveld Minerals is now a solid, sustainable, margin
positive business, and there stills remains a large opportunity to
continue our overall growth programme.
CONCLUDING REMARKS
So, our transformation journey continues. With two of the world’s
four operating primary vanadium production facilities, a diverse
product profile and significant growth upside, we are well placed
in a market that will increasingly look to primary producers to meet
its growing vanadium demand. While we remain committed to
maximising the production capacity of our plants, our immediate
short-term focus is to ensure that the production base is stable,
sustainable and cash generating.
Following the commissioning of Kiln 3 and the expected resulting
group production level of 5,000-5,400 Mtvp.a. by the end of 2022,
the Company is in a good position to generate cash and positive
margins, as one of the largest and most significant primary vanadium
producers with a low cost production base and supplying
approximately five per cent of the global market.
Our decision to carve out Bushveld Energy comes at a time when the
business has generated sufficient critical mass to stand alone, albeit
still linked to the upstream vanadium production platform. It also
comes at a time of growing momentum behind the energy transition
and long duration energy storage in particular. The positioning this
will give Bushveld Energy in the market is incredibly attractive while
helping simplify Bushveld Minerals’ investment proposition as a
vanadium producer.
If the above sounds like a reset of sorts, that is because it is – a reset
aimed at:
a) consolidating our gains with the capital invested to date
b) building organisational capacity to successfully manage our assets
c) realising a sustainable cash generating business characterised by
a stable and predictable low-cost production base with a secure
balance sheet
d) unlocking the value linked to a downstream, sound and growing
energy storage platform that is independently funded through
energy focused public capital markets. The importance of the
simplicity of the resulting investment proposition cannot be
over-emphasised.
Supporting this reset are several important developments that I am
pleased to announce, which will provide much needed support in
this phase. These include the appointment of Lucas Msimanga as
Director of Operations with effect from 1 June 2022, significant
changes to our Board of Directors with four new appointments who
bring a diverse and complimentary skill and experience set, and the
appointment of Royal Bank of Canada (RBC) as a broker and
financial advisor to the Company. I am delighted to welcome Lucas to
the executive team. Lucas brings more than 20 years of operational
leadership experience in the processing and metallurgy sector which
is important for operations whose downstream processing/
metallurgical processing accounts for the vast majority of our
production processes. RBC brings breadth and depth of capital
markets advisory and support to the Company at a crucial time
in our development.
GRATITUDE
Finally, I would like to sincerely thank each and every employee
and contractor. Each and every one of you is an invaluable cog in
our business and your care, courage and commitment has been
fundamental in ensuring the continued success and development
of Bushveld Minerals in 2021. I am privileged to work alongside
you all and look forward to many years of continued service.
I must also thank Jeremy Friedlander, Anthony Viljoen and of course,
Ian Watson, who have been serving on the Board since IPO and
during which time they played an important role through a
transformative period of the company. Their guidance and leadership
over the last decade has been invaluable. Michael Kirkwood will be
appointed acting chairperson at the next Annual General Meeting
(AGM), while the company continues its search for a permanent
chairperson. We are pleased to welcome and look forward to working
with the new directors as the company continues its growth path
and evolution.
Fortune Mojapelo
Chief Executive Officer
30 June 2022
20
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Annual Report and Financial Results 2021
21
Business Model
Bushveld Minerals’ Vertical
Integration Business Model
Capturing demand opportunities across the vanadium value chain.
Bushveld Minerals is a vertically-integrated producer of vanadium
products that are sold to various end user sectors. The Company’s
operations consist of open-cast mining and complex metallurgical
processing that combine pyrometallurgy and hydrometallurgy to
produce high-value final vanadium products that are applied in
various sectors, including the steel, aerospace and chemical sectors.
Most of the world’s vanadium occurrence is hosted in magnetite
deposits where the highest reported in-concentrate grades are
approximately 3 per cent V2O5. This invariably lends them to
vertically-integrated operations. As such, the majority of the
economic rent for vanadium production lies in metallurgical
processing (from concentration onwards), which accounts, in the
case of Bushveld’s Vametco operations whose concentrate grades
are ~1.7-2.0 per cent V2O5, for more than 75 per cent of the unit
production costs of vanadium.
Yet vanadium processing facilities are capital intensive, as illustrated
by Bushveld Minerals’ Mokopane vanadium project, of which the
pre-feasibility study, conducted in 2016, suggested a capital
expenditure of US$300 million for a mine and plant producing
~5,300 mtVp.a. from a deposit grading an average of 1.75 per cent
V2O5. Co-production steel- or pig-iron facilities (producing a
vanadium-rich slag) are even more capital intensive relative to
primary processing facility.
The capital intensity of vanadium processing presents a significant
barrier to entry for new entrants, even where deposits are high grade.
Moreover, the volatility of the vanadium price means that even those
deposits with the requisite grades supportive of the development
of primary processing face challenges in securing capital for
their development.
It is this context that has shaped Bushveld’s business model,
which is built around two key pillars:
a) A brownfield development strategy – taking advantage of
existing facilities that could be acquired and refurbished for a
modest capital spend relative to greenfield development; and
b) Leveraging primary processing infrastructure to develop
further downstream, relatively capital light value-accretive
product opportunities.
BROWNFIELD STRATEGY
Bushveld Minerals’ brownfield strategy, adopted in 2017, recognised
the high-capital intensity of primary vanadium production and sought
to identify existing facilities that could be refurbished or retrofitted
into primary production facilities at a modest cost. The strategy also
recognised that, even for high-grade deposits with an attractive cost
position, the high volatility of vanadium prices combined with the
relative obscurity of the commodity to date would translate into
difficulties in raising requisite financing to develop greenfield
processing facilities.
As reported, the Company has developed a portfolio of mining and
processing facilities ramping up to a combined production base of
5,000 – 5,400 mtVp.a. for a combined investment of ~US$185
million and has recently announced feasibilities studies estimating a
capital spend of an additional US$150 million to increase production
further to ~8,000 mtVp.a, a production level that would cost more
than twice as much to establish through a greenfield strategy. The
Company has been able to leverage cash flows from the brownfield
assets further underscores this approach.
DOWNSTREAM DEVELOPMENT
Having developed its primary vanadium processing platform with
flexibility, scalability and a range of vanadium products, Bushveld is
well positioned to develop further downstream opportunities along
the vanadium value chain, where there are opportunities to:
a) Develop and produce high-margin niche vanadium products; and
b) Identify and develop new vanadium market opportunities with
scope to broaden and strengthen the vanadium demand profile
and support a more stable vanadium price outlook.
Of the emerging demand opportunities, Bushveld was among the
first to recognise the significant opportunity presented by the
22
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In parallel, through the vanadium producers association, Vanitec,
Bushveld Energy has led efforts for vanadium industry-wide support
to the VRFB opportunity an effort that has mobilised substantial
interest and support from producers with several adopting a vertical
downstream integration strategy into VRFB manufacturing.
The Company’s approach has been to leverage its position to
mobilise other role players to create critical mass including other
vanadium producers, capital providers, energy project developers,
and regulators among the most significant.
The continued success of Bushveld Energy, however, requires:
a) increasingly dedicated management focus;
b) increasing capital investments; and
c) a positioning in the capital markets that gives it the best
opportunity to attract energy markets’ focussed capital and to
crystalise its significant value.
It is for these reasons that Bushveld Minerals has taken the decision
to carve out Bushveld Energy into a stand-alone VRFB-focussed
energy storage play, while retaining a significant shareholding in
the resulting Company. More than resolving the growing capital
allocation tensions within the Group, this approach will give Bushveld
Energy the best platform and support to succeed while retaining the
vertical integration model that remains key to success of VRFBs.
growing stationary energy storage sector, where vanadium redox flow
batteries (VRFBs) are poised to play a meaningful role, provided they
could address two significant hurdles, namely:
– Security of supply – The massive, but uncertain, growth in the
energy sector’s demand for vanadium may create more market
volatility, if not matched with timely supply expansion. A World
Bank Group Minerals for Climate Action report estimated that
the production vanadium, and other key minerals including
graphite, lithium and cobalt, would need to increase by nearly
500 per cent by 2050, to meet the growing demand for clean
energy technologies. It estimates that over 3 billion tons of
minerals and metals will be needed to deploy wind, solar and
geothermal power, as well as energy storage, required for limiting
further global warming to below 2 degrees. Meanwhile, the
uncertain timing of that demand makes industry-wide production
expansion challenging thus limiting the emergence and scope
of new production.
– Security of cost – Vanadium’s high price volatility and its role as
the sole mineral in the manufacture of VRFBs makes input costs
more important than in other industries, such as steel. While price
spikes, such as the one seen in 2018, are profitable for producers
and may well provide additional business opportunities, they
could undermine the energy storage industry before its maturity.
It is Bushveld’s view that providing solutions to these hurdles
requires a vertically-integrated business model that combines an
upstream scalable low-cost vanadium production with a downstream
energy storage platform. The integration allows for brownfield scale
up of vanadium production in support of the VRFB industry, while a
low-cost production base provides scope for supply of vanadium at
price levels and through supply models that are supportive of VRFB
market penetration while delivering margin to the vanadium
production. Unlike the lithium-ion industry that has a well-
established manufacturing ecosystem with large multi-billion Original
Equipment Manufacturers that are now looking to vertically-integrate
upstream to secure supply of the key raw materials, the VRFB
industry is still nascent. This calls for an active role by the larger
vanadium producers to support the development of the VRFB
ecosystem, while the nascency of the sector presents significant
opportunities for vanadium producers to capture a greater share
of the downstream value chain.
BUSHVELD ENERGY CARVE OUT
To unlock the energy storage opportunity for VRFBs, Bushveld
established Bushveld Energy Limited to develop and implement a
strategy to drive for greater adoption of VRFBs by addressing the
above-described hurdles, with a focus on three key activities along
the VRFB value chain:
1) Electrolyte production, sales and rentals;
2) Project development targeting long duration large scale energy
storage opportunities; and
3) Investments in the VRFB manufacturing as a catalyst to draw
needed capital to scale manufacturing capacity.
Annual Report and Financial Results 2021
23
Bushveld Minerals’ Performance and Objectives
Bushveld Minerals’ Strategy
BUSHVELD
M I N E R A L S
Build a sustainable, cash-generating, low-cost production platform, comprising:
− high-grade, open-cast and low-cost primary vanadium mines; and
− refurbished scalable brownfield processing facilities.
Use our large, low-cost primary production platform to develop further downstream value-accretive
opportunities that maximise our share of the value chain.
Incubate and build a leading downstream vanadium-based energy storage platform, creating value
as a manufacturer of electrolyte, a project developer and investor across the Vanadium Redox Flow
Battery (VRFB) value chain.
BUSHVELD
V A N A D I U M
BUSHVELD
E N E R G Y
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Health and
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Financial
2021 ACHIEVEMENTS
2022 OBJECTIVES
– Reported zero fatalities, two lost time injuries and no new
– Ensure a safe environment for all employees and
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Overview
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cases of occupational health.
– Maintained the necessary safety measures required in
a COVID-19 constrained environment, while ensuring
minimal disruption to the operations.
– US$15.4 million cash and cash equivalents held at
31 December 2021 (2020: US$50.5 million).
– Initiated the identification of Group cost savings.
– Identified procurement cost savings of between
US$2.5 million to US$4 million starting from 2022.
– Successfully negotiated the removal of the Production
Financing Agreement (PFA) ringfenced funds and
allocated the funds to the refurbishment of Vanchem’s
Kiln 3 to ensure sustained growth in production.
– Disposal of Invinity shareholding US$12.7 million to
facilitate the funding and following of our investment
rights/obligations in CellCube, the Bushveld Energy
investment.
contractors through deliberate housekeeping and asset
integrity programmes.
Supplementary
Information
– Ensure that all hazards are fully understood, and risks
are assessed, through reviewing and updating all safe
operating and maintenance procedures. “Building safety
into work”.
– Continue to build operational capacity, financial
resources, and business processes and systems.
– Rolling out and implementing the Group’s Cost Savings
Programme to cut costs by between US$2.5 million to
US$4 million.
– Review the near and long-term funding of the Group as
the Revolving Credit Facility matures in November 2022
and the US$35 million Orion convertible loan notes
matures in November 2023.
– Completing the funding the remaining capital
requirements for Vanchem’s Kiln 3.
– Returns to shareholders – remains a long-term objective
– Disposal of Afritin shareholding US$3.5 million, funds
as part of our capital allocation.
– Balance the capital allocation to maximise shareholder
value of Bushveld Energy’s projects as we prepare to
carve it out of the Group.
were used for general corporate purposes.
Reduced debt excluding IFRS movements by US$15.2 million:
– Retired legacy acquisition payment structures
• US$1.7 million payment to Evraz
• US$11.5 million Duferco convertible and interest
through conversion of US$9.0 million into equity and
US$2.5 million cash payment
• US$2.2 million Duferco working capital
– Started amortising the Nedbank RCF and paid
approximately US$2.2 million (ZAR33 million)
– Repaid US$1.1 million as capital repayment to Orion for
the PFA.
– Offset by capitalisation of the Orion convertible interest of
US$3.5 million and the impact of IFRS 9 on Orion PFA of
US$4.7 million.
Operational
– Achieved annual production of 3,592 mtV, at the upper end
of 2021 guidance of between 3,400 mtV and 3,600 mtV.
– Annual sales 3,314 mtV, impacted by challenges in
international logistics channels arising from COVID-19,
the unrest in South Africa and disruptions at local ports.
– Completed technical studies at Vametco and Vanchem in
Q4 2021 in order to identify an optimal growth path.
– Commissioned Vanchem’s Kiln 3 in June 2022, to
increase Vanchem’s annual production from 1,100 mtV
to an annual production run rate of 2,600 mtV by the
end of 2022.
– Conduct a safe and effective annual shutdown in June
2022 to ensure that Vametco reaches its full potential
in 2023 with a standard 21-days shutdown period.
– Achieve annual steady state Group production run rate
of 5,000-5,400 mtV by the end of 2022.
– Began building an 8 million litre electrolyte/200 MWh
– Scale up the vanadium electrolyte rental product with
production plant.
new contracts.
– Acquired an indirect 25.25 per cent interest into
– Secured the funding for the engineering, procurement
CellCube, an Austria-based VRFB OEM, supporting the
Company’s sales and manufacturing growth.
and construction of the Vametco mini grid in June 2022.
Expected to be completed in H1 2023.
– Commenced site clearing for the construction of the
3.5 MW of solar PV and 1 MW/4 MWh VRFB mini-grid
project for Vametco and secured 26 mtV of electrolyte
for the battery from Vametco.
– Started developing self-generation options for all of
Bushveld’s existing and future electricity needs of up
to 125 MW of solar PV and 180 MWh of storage.
– Building an 8 million litres electrolyte/200 MW
production plant – construction of the building is nearly
complete. Expected to enter into operation in H1 2023.
Annual Report and Financial Results 2021
25
Bushveld Minerals’ Performance and Objectives continued
Group 3-year Performance Indicators
Revenue versus average realised price
Group Revenue of US$106.9 million (2020: US$90.0 million) an
increase of 19 per cent as a result of improved average realised price
of US$32.2/kgV in 2021 relative to 2020 (2020: US$23.4/kgV).
Adjusted and Underlying EBITDA KPI
Adjusted EBITDA loss of US$9.9 million, Underlying EBITDA loss of
US$7.5 million (2020: US$14.9 million) an improvement on 2020.
Impacted by the strengthening of the Rand during the period giving
a net adverse exchange impact of US$11.6 million on Underlying
EBITDA. Adjusted EBITDA is EBITDA, excluding the group’s share
of losses from joint ventures and the remeasurement of financial
liabilities. Underlying EBITDA is Adjusted EBITDA excluding
impairment charges.
Revenue (US$ millions)/average realised price US$/kgV
Adjusted EBITDA (US$ millions)
2021
2020
2019
32.2
106.9
23.4
90.0
48.9
116.5
2021
-9.9
2020
-14.9
2019
32.6
0
20
40
60
80
100
120
-15
-5
0
5
15
25
35
Average realised price
Revenue
Adjusted EBITDA
Sales
A 14 per cent decrease in 2021 sales volume relative to 2020, impacted by challenges in international logistics channels arising from
COVID-19, the unrest in South Africa and disruptions at local ports during H2 2021. Sales to the United States increased from 34 per cent
in 2020 to 47 per cent in 2021.
Sales (mtV)
2021
3,314
2020
3,842
2019
2,392
0
1,000
2,000
3,000
4,000
Group sales by region %
3%
9%
6%
6%
29%
United States
Europe
RSA
ROW
Asia
China
47%
26
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Production KPI
2021 Group production was marginally lower than 2020 by 1.1
per cent, impacted by the operational challenges and unscheduled
stoppages at the beginning of the year.
Total Injury Frequency rate (TIFR)
Group TIFR was recorded at 7.78 in 2021 representing an
improvement of 52 per cent relative to 2020 (2020: 16.06).
Production (mtV)
Group Total Injury Frequency Rate
2021
3,592
2020
3,631
2019
2,931
2021
7.8
2020
16.1
2019
23.5
0
1,000
2,000
3,000
4,000
0
5
10
15
20
25
Employees
Bushveld employed 736 people in 2021. A three per cent increase
on 2020, as a result of capacity building at Vanchem.
Number of employees
2021
736
2020
712
2019
691
660
680
700
720
740
KPI Group’s key performance indicators
Annual Report and Financial Results 2021
27
Vanadium Market Overview
Vanadium Market Overview
As economies around the world began
to recover from the devastating impact
of the COVID-19 pandemic, industry
pundits anticipated demand for
vanadium to improve in 2021.
As economies around the world began to recover from the devastating
impact of the COVID-19 pandemic, industry pundits anticipated
demand for vanadium to improve in 2021. This expectation was fuelled
by the fact that the vanadium market was, at the start of 2021, in a
slight deficit of 317mtV, with supply at 119,750 mtV. Demand did
indeed grow during the period under review, driven by a rebound in
global steel production and consumption, excluding China, although
demand was robust in the first part of the year. Though still relatively
small vanadium consumption in the energy storage sector also
witnessed growth, as more projects were implemented.
Vanadium demand in 2021 was approximately 120,067 mtV with the
steel production and vanadium redox flow battery (VRFB) markets
accounting for 92 per cent and two per cent of the vanadium
consumption, respectively.
Prices traded in a fairly broad range, with the average price for
the year being US$34.31kgV (2020: US$24.99/kgV) for the London
Metal Bulletin in Europe, US$34.86/kgV (2020: US$28.83/kgV) for
Ryan’s Notes in North America and US$33.52/kgV (2020:
US$25.36/kgV) for the Asian Metals in China. In the final quarter of
2021, vanadium traded at an average price of US$32.33/kgV. While
this is, 38.1 per cent higher than the previous year, it is marginally
lower than long-term historical average vanadium prices.
VANADIUM MARKET FUNDAMENTALS
Supply
Vanadium supply is concentrated – by type of production and
geography.
The most common occurrence of vanadium is in vanadium and
titanium bearing magnetite ore bodies from which vanadium is
extracted either directly (primary production) or indirectly as a
vanadium rich slag during steel-making or pig-iron production
(co-production):
– Co-production – where a vanadium-rich slag is produced by steel
plants processing vanadium-bearing magnetite ores.
– Primary production – where vanadium is produced as the primary
product directly from processing vanadium bearing magnetite ores.
Co-production is the most significant source of vanadium supply,
accounting for an estimated 73 per cent of production in 2021. Most
of these steel slag producers are situated in China, and are operating
at close to full capacity. Their economics are driven by steel and iron
prices and not by the vanadium market.
Primary production was estimated at 17 per cent of global supply
in 2021. The main producers are Bushveld Minerals and Glencore in
South Africa, and Largo Resources in Brazil. These three companies
have large reserves of high-grade ore and the ability to bring more
tonnes to the market at a low production cost.
Apart from vanadium bearing magnetite ores, some vanadium
production, also derives from secondary sources (secondary
production) Secondary production is the recovery of vanadium from
such as fly ash, petroleum residues, alumina slag, and from the
recycling of spent catalysts used in crude oil refining. Secondary
vanadium production It accounted for approximately 10 per cent of
global supply in 2021. It is Being dependent entirely on other industries
for its feedstock, it can only increase production if more spent catalysts
are available.
In 2021, global vanadium supply increased to 119,750 mtV from
116,128 mtV in 2020.
The world’s top vanadium producer, China, accounted for 61 per
cent of global vanadium supply in 2021. Most of its vanadium was
derived from co-production as most slag producers are Chinese steel
mills. Russia is the second-largest producer and South Africa the
third-largest, accounting for 17 per cent and seven per cent of 2021
supply, respectively.
Like most ferroalloys, vanadium has been and still is largely exposed
to the market characteristics of steel and more specifically to the
Chinese steel industry. Although Chinese steel production fell by
three per cent relative to 2020, due to the country’s COVID-19
mitigation measures, the world’s largest steel producer accounted
for 53 per cent of the world steel production at 1,033 Mt in 2021.
New vanadium supply may be triggered by the gradual
implementation of International Maritime Organization’s (IMO) 2020
standard that introduces a new limit on sulphur emissions for ships
operating outside designated emission control areas. The cutting of
sulphur in bunker fuel would increase the volume of recycled spent
oil catalysts. According to Wood Mackenzie, this increased vanadium
supply could either displace projects with weaker economics or
create a larger and more durable surplus. Nevertheless, secondary
production is limited by both the availability of the necessary
feedstock and the high costs of production.
Opportunities for growth in vanadium supply can be considered
across three categories: capacity expansions of current producers,
re-commissioning of production plants that have been mothballed,
and greenfield project development. Capacity expansions have the
highest probability of realisation, with the lowest capital
requirements and fastest path to production. New greenfield projects
face the most significant hurdles and the longest development
timelines. Most of the recent greenfield projects announced for
development are of a co-production or multi-commodity nature,
suffer from relatively low grades and require significant capital and a
relatively stable and higher price outlook than recent prices indicate.
28
Annual Report and Financial Results 2021
2021 Production by source
2021 Production by country
2021 Primary production
10%
17%
3%
5%
7%
7%
73%
17%
27%
61%
29%
Co-production
Primary
Secondary
China
Russia
South Africa
Other
Brazil
USA
South Africa
Brazil
China
Business
Overview
Governance
Financial
Statements
Supplementary
Information
44%
Demand
Global vanadium consumption increased by approximately seven
per cent to 120,067 mtV in 2021 from 112,157 mtV in 2020.
The steel industry accounted for 92 per cent1 of total vanadium
demand in 2021. It is expected to continue underwriting vanadium
demand, led by China which accounts for about 60 per cent3 of
global vanadium consumption and whose growing intensity of use
of vanadium in its steel sector thus maintaining positive vanadium
demand momentum.
Notwithstanding regulation-driven growth in Chinese intensity of use
of vanadium, China’s vanadium usage intensity, at 63 g/t of crude
steel, still lags that of the developed economies in Europe, Japan and
North America at 80 g/t. This suggests further support for demand
even in a market expecting peak steel production later in 2022.
Consumption of the metal from the steel sector is forecast to rise
by 2.8 per cent in 2022 to 113,100 mtV. In the medium term Wood
Mackenzie forecasts that vanadium demand in the steel market will
grow at a CAGR of about 3.1 per cent through to 2030, when it is
expected to reach approximately 136,000 tonnes by 2030.
The VRFB sector has the potential to create an additional large
market for vanadium and transform the commodity into a prime
energy metal. VRFB development could also support the
development of new magnetite greenfield projects, producing
high-purity vanadium pentoxide or trioxide for battery use.
In addition, as the requirement for energy storage for renewable
energy sources increases, demand for vanadium from this sector is
expected to increase over the coming years. While forecasts vary for
energy storage market growth, they all agree on substantial if not
exponential market growth, driven by the energy transition to greener
energy. Similarly, forecasts for the market penetration of vanadium
redox flow batteries (VRFB’s) in this sector vary. Yet even the more
conservative estimates see vanadium demand from the energy
storage fundamentally shifting vanadium demand in the future. Still,
the question is how quickly this demand actualises, in a stationary
energy storage industry that, while seeing increasing momentum,
is still nascent. The growth in the number of large scale vanadium
redox flow batteries being commissioned or developed in recent
years is encouraging in this respect. Examples include Sumitomo
51MWh VRFB installation in 2021, as a follow up to a 60MWh
installation in 2015, and Rongke Power’s 800 MWh project in
Dalian, China, to mention a few.
According to Guidehouse Insights, global annual deployments of
VRFBs are expected to reach approximately 32.8 GWh in 2031.
This presents significant growth with a CAGR of 41 per cent across
the forecast period.
China Crude Steel and Vanadium Consumption
)
t
M
(
l
e
e
t
S
1,200
1,000
800
600
400
200
0
90,000
80,000
70,000
60,000
50,000
40,000
30,000
20,000
10,000
0
)
V
t
(
i
m
u
d
a
n
a
V
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
China crude steel consumption (LHS) (Mt)
China crude steel production (LHS) (Mt)
China vanadium consumption in steel (RHS) (tV)
Source: Roskill, Vanadium: Outlook 2030
1
Wood Mackenzie, Noble steel alloys short-term, Outlook May 2022
Annual Report and Financial Results 2021
29
Vanadium Market Overview continued
VANADIUM PRICE AND OUTLOOK
The outbreak of war in Ukraine in February 2022 led to volatility in
the vanadium market. This compounded an already tight market and
resulted in vanadium prices spiking in March and into early April.
2021, saw challenges presented by global logistical delays which
affect the supply chain which contributed to the irregular prices in
North America relative to prices in Europe and China. In February
2022, supply disruptions generated by the Russia-Ukraine conflict
resulted in increased buying of Chinese ferrovanadium. This trend
continued through April and trade data shows that ferrovanadium
exports rose to 934 t (gross) in April, up 176 per cent year-on-year.
The majority of these shipments have been destined for the
Netherlands, Japan and South Korea.
Ferrovanadium prices rose rapidly through February and early March,
driven by the combination of tight supply and market volatility.
European ferrovanadium prices averaged at US$45.3/kgV in Q1 2022
and Chinese ferrovanadium prices averaged at US$46.4/kgV, which
was an increase of 41 per cent and 28 per cent on the previous quarter,
respectively. These factors hit the North American market most
severely, where prices were anomalously high in March at US$73.50/
kgV, representing a premium of over 18per cent over regions.
China’s ongoing battle against COVID-19 and strict lockdowns has
led to a weaker macroeconomic outlook, however, even with the
reduction in the demand forecast as expected by Wood Mackenzie,
a small deficit is expected this year.
In the VRFB space, there have been further announcements for
developments not just in China but also in the North American and
African markets. Wood Mackenzie maintains its previous forecast for
annual VRFB installation capacity to rise to 1.5 GWh in 2024, which
equates to 7.1 ktV consumption in 2024.
From 2024, Wood Mackenzie expects the market to enter a surplus
as new greenfield projects come on-line and will outpace demand
growth. It is worth noting that Wood Mackenzie assumes that all new
projects announced will come into production, which may be an
overly bullish assumption. This surplus is expected to peak in
2025-2026 and the market should gradually rebalance supported
FeV historical LMB price US$/kgV
by growing demand due to higher intensity of use of vanadium in
steel and as well as demand from vanadium redox flow batteries.
Overall, we retain our in-house view that supply remains
concentrated and constrained with only limited new supply expected
from primary greenfield projects, while co-production is still mainly
driven by steel and iron ore fundamentals. As a result, primary
producers of vanadium remain best positioned to meet the growing
vanadium demand in the medium term.
A GREEN COMMODITY FOR THE FUTURE
Vanadium’s benefits to a greener, more sustainable society include
its contributions as an alloy in high-strength, low-alloy steels,
primarily used in construction. A recent study quantified this benefit
as equivalent to the annual CO2 output of the Philippines or annually
“planting approximately 260 million trees.” Its use as the critical
mineral in energy storage coupled with electricity generation from
renewable energy sources, further positions vanadium as a green
commodity for the future.
In the aerospace sector, vanadium has long been used to ensure low
density, high strength, and strength at high operating temperatures
which is essential in aero-engine gas turbines and airframes.
Development of new titanium alloys continues and grades containing
8, 10 and 15 per cent vanadium have even higher strengths. They
have the potential to make important contributions to weight
reduction and fuel efficiency in the aircraft of the future.
One of the key green applications of vanadium, with even more
potential future upside, given the energy transition, is in VRFBs used
for grid energy storage. VRFBs are safe and have a long lifespan,
enabling them to repeatedly charge/discharge over 35,000 times for
a lifespan of over 20 years. They also have a lower manufacturing
carbon footprint than lithium-ion batteries.
Bushveld Minerals is building its own VRFB solar mini-grid at the
Vametco mine. This will decrease the Company’s carbon footprint,
as it will reduce CO2 emissions by more than 8,000 metric tonnes per
year (and nearly 200,000 tonnes of CO2 over the life of the project).
Sources:
1. Wood Mackenzie, Nobel Steel Alloys, Short term, Outlook May 2022
2. World Steel Association, 2021 global crude steel production totals
3. Bloomberg, December 2021, June 2022
4. Texas A&M Study
V
g
k
/
$
S
U
140
120
100
80
60
40
20
0
7
8
n
u
J
8
8
n
u
J
9
8
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0
9
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2
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3
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2
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London Metal Bulletin, price as at 10 June 2022
30
Annual Report and Financial Results 2021
Energy Storage Overview
The Case for Vanadium Redox Flow Batteries
in Energy Storage
Business
Overview
Governance
Financial
Statements
Supplementary
Information
The energy sector is undergoing a fundamental transition, both in
the extent of electrification and the overwhelming trend toward
renewable sources of energy.
The importance of electricity is increasing, a critical factor of the
“energy transition” and the path to net zero carbon emissions.
Electricity’s share of global energy consumption is expected to
continue to grow at a rapid pace, doubling from 10 per cent in 1980
to 20 per cent today to over 40 per cent by 2050. At the same time,
renewable energy is displacing the predominance of fossil fuels in
energy generation. These two changes have enormous implications,
not only for global energy production, but for all minerals involved in
energy related value chains.
Electricity is much more difficult to “store” than other types of
energy, and the acceleration of demand is further increasing the
need for stationary storage, such as large batteries. On top of that,
the variability of renewable energy sources such as solar, wind and
tidal, further exacerbates the daily misalignment between electricity
production and consumption.
Both aspects increase the need for stationary energy storage,
especially long-duration storage (four or more hours per day).
Storage is essential to support the growth in electricity demand
while enabling the energy transition to a carbon neutral world.
Thus, energy storage is now one of the most dynamic and rapidly
advancing sectors in the broader technology industry, recognised
for its ability to fundamentally reshape the power system.
ENERGY STORAGE MARKET
According to Bloomberg New Energy Finance, global stationary
energy storage installations will grow 122-fold from 2018 to 2040,
rising from 17 GWh to 2,850 GWh by 2040.
Unsurprisingly, investment into battery technologies is also
accelerating. Mercom Capital reported that in 2021 corporate
funding of battery storage companies reached US$17 billion,
compared to US$6.5 billion in 2020 and US$2.8 billion in 2019,
almost tripling each of the past two years.
VRFBS FOR ENERGY STORAGE – AN OVERVIEW
Bushveld Minerals supports the demand growth of mined vanadium
through Bushveld Energy, a subsidiary that participates in the global
value chain for energy storage. It is doing this through the
construction of a vanadium electrolyte plant and investment in
Vanadium Redox Flow Battery (VRFB) companies and
manufacturing. In addition to this, Bushveld has an energy storage
project development business focused on the African market, an
area traditionally under-served but which offers immense growth
potential.
The VRFB is the simplest and most developed flow battery in
commercial operation. The technology is durable and has a long
lifespan, low operating costs, is safe in operation, and has a low
environmental impact in manufacturing. Furthermore, the vanadium
used in the batteries can be easily recycled. The storage system can
work in tandem with other technologies to fill demand in a growing
energy storage market.
Advantageous features of VRFBs include:
– Long-lifespan, with ability to charge/discharge more than 35,000
times for over 20 years;
World Energy Demand by Carrier
World Electricity Generation by Power Station Type
Units: EJ/yr
500
400
300
200
100
Units: PWh/yr
60
50
40
30
20
10
0
1980
1990
2000
2010
2020
2030
2040
2050
0
2018
2022
2026
2030
2034
2038
2042
2048
2050
Coal
Oil
Direct Heat
Natural Gas
Electricity
Biomass
Solar Thermal
Oil fired
Coal fired
Fixed offshore wind
Onshore wind
Solar PV
Solar thermal
Gas fired
Nuclear
Floating offshore wind
Geothermal
Hydropower
Source: DNV GL Energy Transition Outlook 2020, IEA 2019
Source: DNV GL Energy Transition Outlook 2020, IEA 2019
Annual Report and Financial Results 2021
31
Energy Storage Overview continued
Annual Installed Utility-Scale VRFB Battery Deployment Energy
Capacity and Total Revenue by Region, All Application Segments,
World Markets: 2022-2031
20,000
15,000
h
W
M
10,000
5,000
0
2022 2023 2024 2025 2026 2027 2028 2029 2030 2031
70
60
50
40
30
20
10
0
n
o
i
l
l
i
b
S
U
North America
Latin America
Western Europe
Middle East
Africa
Eastern Europe
Asia Pacific
Total Revenue
Source: Guidehouse Insights
– 100 per cent depth of discharge, allowing the entire battery to be
used all the time;
– Lowest cost per kWh at long duration, lower than Li-ion batteries,
when fully used at least once daily;
– Safe, with no fire risk from thermal runaway;
– Very fast response time of less than 70 milliseconds; and
– No chemical cross-contamination as only one battery element
is used, a unique feature among flow batteries.
In addition, VRFBs have existing supply chain synergies with
industries such as vanadium mining and vanadium chemicals
production. These existing capabilities and facilities can be
expanded to produce more vanadium or recycle existing electrolyte.
Despite the many advantages, as a technology in the early stages of
commercialisation, VRFB markets still face commercial challenges.
Misconceptions about costs and comparisons based purely on
upfront rather than lifetime costs are significant barriers for VRFBs.
Furthermore, a historical market for short duration storage has
positioned Li-ion batteries as a dominant incumbent battery
technology. Increasing understanding, reaching economies of scale
and developing innovative funding solutions to overcome these
barriers will lead to VRFBs’ continuous growth in the storage industry.
Overview of Vanadium Redox Flow Battery Technology
As VRFBs solely rely on vanadium as a mineral and because the
chemistry itself does not degrade from usage, either the vanadium
or the entire electrolyte in VRFBs can be re-used, creating an
opportunity to devise innovative financial solutions, such as
electrolyte rental. Such innovation increases the circularity of
vanadium and the sustainability of VRFB technology. Furthermore,
these solutions accelerate adoption of VRFBs at commercial scale
by reducing the upfront capital costs, while creating new economic
opportunities for vanadium producers.
VRFBS FOR ENERGY STORAGE MARKET
Global deployment of VRFBs is starting to accelerate due to
increasing demand for long-duration energy storage. According
to Chengde Steel, Chinese vanadium demand from energy storage
is expected to rise to at least 9,100 t of vanadium pentoxide (V2O5)
equivalent in 2022 from 3,640 t in 2021, on the back of increasing
energy storage projects. According to Guidehouse Insights the
market is already in excess of 1 GWh per annum in energy capacity,
with Asia Pacific leading significantly. By 2031, it is estimated that
Asia Pacific will reach around 14.5 GWh of annual VRFB energy
capacity, out of a global demand of 32 GWh.
Nevertheless, Bushveld remains bullish on the demand for energy
storage in Africa, with South Africa as an excellent example of
that growth.
– Bushveld Energy’s development of the 3.5 MW solar PV plus
a 1 MW/4 MWh VRFB hybrid mini-grid project for Vametco,
the first of its kind in South Africa, demonstrates the case for
VRFBs in energy storage. This project will serve as a VRFB
reference site for the mining industry, utilities and other users
of the technological benefits of long-duration VRFB systems
coupled with renewable energy.
– The country’s Integrated Resource Plan (IRP 2019) has a
dedicated allocation for over 2000 MW in new energy storage
during this decade. The Department of Mineral Resources and
Energy (DMRE) and IPP Office have noted standalone storage
procurement of the 513 MW IRP allocation.
– Eskom battery procurement programme for 350 MW/1600 MWh
is underway with the first 199 MW/833 MWh in tenders signed.
– Many municipalities and private customers, especially mining
companies, are increasingly considering storage to off-set
Eskom’s load shedding.
Electrode
Membrane
V4/V5+
+
e
Electrolyte
Tank
V2/V3+
-
e
Pump
Power source-load
Pump
Illustration: Bushveld Energy
32
Annual Report and Financial Results 2021
The VRFB technology is well-suited for
a vanadium-based circular economy
Business
Overview
Governance
Financial
Statements
Supplementary
Information
6. Removal of
electrolyte for
recycling after
VRFB end of life
5. Removal and
redeployment of
electrolyte into
other VRFBs
4. Deployment into
energy storage
VRFBs (through
a rental model)
3a. Production into
Vanadium
electrolyte
1. Exploration and
mining
2. Processing into
value-added
Vanadium products
– Oxide – FeV
3b. Production into
high strength
steels, specialty
alloys and specialty
chemicals
Annual Report and Financial Results 2021
33
Finance Director’s Review
Cost containment sets base for growth
1. OVERVIEW
The 2021 underlying result shows improvement from 2020, despite
the continuation of the pandemic as we delivered an underlying EBITDA
loss of US$7.5 million, up US$7.4 million from the 2020 underlying
EBITDA loss of US$14.9 million (underlying EBITDA is adjusted EBITDA
excluding impairment charges. Adjusted EBITDA is EBITDA, excluding
the group’s share of losses from joint ventures and the remeasurement
of financial liabilities). Foreign exchange had a material impact on costs
during the year, with the Rand strengthening from ZAR16.46/US$ to
ZAR14.79/US$ in that period. This gave rise to a net adverse exchange
impact of US$11.6 million on underlying EBITDA. Excluding the adverse
exchange rate impact then we would have achieved a positive
underlying EBITDA profit of US$4.1 million for the year on a like for like
exchange rate with 2020.
Our operational and financial performance in 2021 is however a story
of two halves. In the H1, underlying EBITDA amounted to a loss of
US$10.8 million, primarily due to a stronger ZAR: US$ exchange rate on
costs and exacerbated by weak production performance at Vametco in
the first four months. In the second half of the year, the Group achieved
an underlying EBITDA profit of US$3.3 million on the back of a strong
production performance at both Vametco and Vanchem and a higher
realised price. This positive profitability has been maintained into the
2022 financial year to date.
Recognising the potential significant impact of the movement of the
ZAR: US$ exchange rate on our results, we are constantly reviewing
our hedging policy, and we will be better placed to implement this
once we attain steady state production in 2023.
The Group reported revenue of US$106.9 million (2020: US$90.0
million), driven by a higher average realised price of US$32.2/kgV
(2020: US$23.4/kgV) and offset by lower sales.
We made the decision to rebase our plans by reducing our production
guidance for the year, implementing the changes that were required to
stabilize production and provide the platform for growth. This entailed
increasing investment in maintenance and sustaining capital, to help
our operations to achieve stability and support the anticipated
volume increase in the 2022 financial year.
Overall, we recorded a Group production for the year of 3,592 mtV, just
shy of the upper end of the 2021 guidance of between 3,400 mtV and
3,600 mtV.
Whilst continuing with the various cash conserving measures put
inplace to protect the balance sheet during 2020, we remained firmly
focused on our strategy to sustainably increase production. As part of
our capital allocation process, we prioritised the refurbishment of
Vanchem’s Kiln 3 as it provided the Group with the most rapid route to
near term production growth. We successfully negotiated with Orion
Mine Finance (Orion) to lift the Production Finance Arrangement (PFA)
capital ringfence, allowing us to reallocate US$17.8 million of the PFA
funding from Vametco to finance the refurbishment and expansion of
Vanchem. Further details of the growth path are set out in the section
on Operating Assets and Operational Review.
The commissioning of Kiln 3 was completed within budget post year-end
in June 2022, with focus now on plant stabilisation and optimization.
The Group’s ability to achieve its future production profile is predicated
on the Kiln 3’s successful increase in production during the first three
to four months following commissioning, as it ramps up. This will enable
the Group to reach its targeted steady state production run rate of
5,000 – 5,400 Mtvp.a. in the last quarter of the 2022 financial year.
This is a significant increase from our production of 3,592 mtVp.a. in
2021 and supports our guidance of between 4,200 – 4,400 mtVp.a.
for the 2022 financial year.
During the year, the Duferco loan of US$11.5 million was settled by way
of US$2.5 million in cash and US$9.0 million by the issue of shares.
Approximately US$12.7 million was realized in the H1 of 2021 from
the sale of the investment in Invinity Energy Systems Plc (Invinity),
earning an overall profit of approximately US$7.7 million on the original
investment of US$5.0 million. We invested US$10 million of the
proceeds to increase our investment in VRFB manufacturer CellCube
(previously referred to as Enerox GmbH), which resulted in an indirect
interest of 25.25 per cent in CellCube.
The Company sold its 4.76 per cent shareholding in AIM-listed Afritin
Mining Limited and realised a total of approximately US$3.5 million.
The proceeds of the sale were used for general corporate purposes.
Revenue
Cost of sales
Other operating and administration costs
Adjusted EBITDA
Impairment charges
Underlying EBITDA
Average foreign exchange rate
Group production
Group sales
All-In Sustaining Cost (AISC)
Average realised price
1 Unaudited.
34
Unit
H1 2021 1
H2 2021 1
FY 2021
FY 2020
US$m
US$m
US$m
US$m
US$m
US$m
US$m
mtV 1
mtV 1
US$/kgV 1
US$/kgV 1
47.0
(43.3)
(14.5)
(10.8)
–
(10.8)
14.54
1,574
1,608
39.7
29.2
59.9
(40.1)
(18.9)
0.9
2.4
3.3
15.02
2,018
1,706
35.2
35.1
106.9
(83.4)
(33.4)
(9.9)
2.4
(7.5)
14.79
3,592
3,314
37.4
32.2
90.0
(73.4)
(31.5)
(14.9)
–
(14.9)
16.46
3,631
3,842
28.8
23.4
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
US$
2021
US$
2020
Supplementary
Information
106,857,285
(83,387,087)
(33,357,130)
89,988,078
(73,394,608)
(31,534,410)
(9,886,932)
(19,395,496)
(14,940,940)
(17,866,153)
(29,282,428)
(1,902,172)
(4,351,356)
(11,248,712)
–
(32,807,093)
–
–
(4,654,258)
(206,066)
(46,784,668)
4,671,255
(37,667,417)
6,570,026
(42,113,413)
(31,097,391)
Cost of sales
The cost of sales excluding depreciation for the period was US$83.4
million (2020: US$73.4 million), primarily due to the negative impact
amounting to approximately US$8.5 million of the stronger ZAR:US$
exchange rate on costs in 2021. The balance of the increase is
largely attributable to an overall increase in costs at both Vametco
and Vanchem, as detailed below:
– Increase in maintenance costs to US$16.5 million (2020:
US$12.1 million) to sustain the plants, production volumes and
improve operational stability.
– Increase in energy and raw material costs to US$40.7 million
(2020: US$38.5 million).
2. INCOME STATEMENT
Analysis of results
Income statement summary as adjusted from “statutory” primary statement presentation
Revenue
Cost of sales
Other operating and administration costs
Adjusted EBITDA
Depreciation
Operating loss
Remeasurement of financial liabilities
Share of loss in joint venture
Net financing expense
Other non-operating costs
Loss before tax
Income tax charge
Loss after tax
Revenue
Group Sales of 3,314 mtV were 13.7 per cent lower than in 2020 due
to challenges in international logistics channels arising from COVID-19,
the unrest in South Africa and disruptions at local ports in July and
August. Over the course of 2021, we saw a recovery in the Vanadium
price to the average London Metal Bulletin of US$34.4/kgV, despite
ongoing concerns about COVID-19. This recovery meant that the lower
sales were offset by a higher average realised price in 2021 of
US$32.2/kgV (2020: US$23.4/kgV) resulting in higher revenue for
the group of US$106.9 million (2020:US$90.0 million). The logistical
challenges resulted in the Company being unable to ship some of the
product produced during 2021, resulting in a build-up of inventory
throughout the logistics chain (stock at site, transit to Port, sea-borne
and in-country warehouses) of 278 mtV which is included in the
cumulative inventory at year end of 832 mtV.
The geographic split of Group sales in 2021 was 47 per cent (2020:
34 percent) to the United States, 29 per cent to Europe, 3 per cent
to China and 21 per cent to the rest of the world. We expect the
geographic mix to shift as Kiln 3 comes online in 2022 with the
resultant wider product mix.
During the year, Bushveld took advantage of the robust vanadium
demand and higher prices in the United States by diverting a larger
portion of its sales to the Unites States. As a result, sales to the
United States increased due to increased vanadium demand from
the North American steel and aerospace industries on the easing of
the pandemic lock down regulations and opening up of economies.
We are pleased to have been able to supply into our framed contracts
in the US despite these challenges.
Annual Report and Financial Results 2021
35
35
3533
Finance Director’s Review continued
– Increase in mining costs due to waste stripping of US$5.4 million
(2020: US$3.2 million) associated with bringing the Upper Seam
project online in September 2021.
– The Group cost per unit sold (including sustaining capex) of
US$37.4/kgV increased by 30 per cent (2020: US$28.8/kgV),
mostly due to the cost factors mentioned above and lower sales
volumes.
The Group focused on the commissioning of Kiln 3 at Vanchem along
with associated downstream refurbishments. As a result, Vanchem
production personnel costs increased in line with expectation as we
implemented the plan in anticipation of the commissioning
scheduled for May 2022. The time lag between the upfront
expenditure required ahead of the planned increase in production
was a contributing factor to the higher Group cost of US$37.4/kgV
(including sustaining capital) relative to 2020 (2020: US$28.8/kgV).
We continued with our cost-reduction measures as the Group
maintained its focus on embedding the synergies across Vametco
and Vanchem to grow production organically.
During the H1 of the year, we carried out a 35-day planned
maintenance shutdown at our main operating asset, Vametco, which
was followed by a slower than expected ramp up and a 10-day
industrial action. The combination of these factors and a step change
in our approach to a more sustainable production delivery resulted in
a rebasing of our production profile for the year.
The rebasing of production had a negative impact on unit cost of
production, with the fixed costs, accounting for approximately 45
per cent of total costs, being absorbed off a lower production volume.
Group production of 2,018 mtV in the second half was an
improvement and 28.2 per cent higher than H1 2021 (H1 2021:
1,574 mtV) on the back of the operational improvements
implemented after the production target rebasing.
Total Cost
Cost of sales (direct) US$
Operating costs and admin US$
Other non-operating costs US$
Total income statement cost excl.
depreciation US$
Total units sold (mtV)
Cost income statement per Unit
sold (excl. Depreciation) US$/kgV
Sustaining capital US$
Total cost including US$
Sustaining capital US$
Cost per unit sold including
Sustaining capital US$/kgV
Average exchange rate ZAR:US$
Total revenue
Revenue US$
Average price realised US$/kgV
2021
2020
(83,387,087)
(33,357,130)
–
(73,394,607)
(31,534,411)
(206,066)
(116,744,216)
3,314
(105,135,084)
3,842
35.2
27.4
(7,192,393)
(123,936,611)
(5,375,610)
(110,510,694)
37.4
14.79
28.8
16.46
106,857,285
32.2
89,988,078
23.4
Cost-saving programme
We continued with the cost-savings programme (CSP) introduced
in 2020. The CSP is aimed at ensuring continued competitiveness
throughout the commodity cycle while enhancing our product
offering to markets across the geographies and industries in which
we compete. The Group performed a diagnostic analysis for an
addressable baseline procurement spend of around U$55.0 million.
The process was concluded in February 2022. The outcome was
targeted annualised cost savings of US$2.5 million-US$4.0 million
over a 12 to 24 month period from February 2022. While, going
forward, growing production is expected to contribute to further
lowering of costs through fixed cost dilution, management will
continue to seek broader cost saving opportunities to improve
the company’s unit cost performance even further.
Other operating and administration costs
Group administrative expenses increased by US$1.1 million at
US$20.9 million (2020: US$19.8 million). On a like for like exchange
rate basis the costs would have reduced by US$2.0 million,
demonstrating the success of the cost containment measures we
initiated in 2020.
Administrative expenses included staff salaries of US$10.8 million
(2020: US$8.1 million) for both the operations and head office
administration and management staff. Since the costs are not
directly attributable to the cost of production, they are recorded
under administrative expenditure based on industry practice.
The operation salaries amounted to US$4.8 million (2020: US$4.7
million), whilst the shared service and change to head office division
(including directors ‘fees), amounted to US$5.1 million (2020:
US$3.5 million). The increase in head office staff costs is as a result
of the employment of key employees to manage the operations as
part of shared services. Professional fees were maintained at
US$5.9 million (2020: US$6.0 million), Included in professional
fees are costs incurred of US$1.1 m for legal fees for the litigation
surrounding the Enerox Investment. On account of the successful
defense against the litigation a portion of the legal costs have been
recouped post year end.
Administrative expenses by nature
Staff costs
Depreciation of property, plant &
equipment
Professional fees
Other
Total administrative expenses
Dec 2021
US$
Dec 2020
US$
10,746,322
8,146,473
392,669
5,860,976
3,894,325
20,894,282
256,926
6,017,782
5,361,992
19,783,176
Impairment losses of US$2.4 million (2020:US$0) was a result of the
impairment of US$0.5 million Intangible asset and US$1.9 million
plant and equipment.
36
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Other mine operating costs include social commitments and
obligations at both Vametco and Vanchem costs decreased by
US$1.5 million to US$3.2 million (2020: US$ 4.7 million). The idle
plant costs of US$3.4 million (2020:US$4.2 million) mainly reflects
the 35-day maintenance shut down during the Q1 of 2021. Selling
and distribution costs increased by US$1.6 million to US$6.4 million
(2020: US$4.8 million) as a result of increased commission paid
which is a consequence of increased revenue in 2021 compared to
2020. The distribution costs also increased due to longer holding
times as a result of logistical issues experienced in 2021.
Adjusted and Underlying EBITDA
The Adjusted EBITDA reconciliation shown below illustrates the
impact of the increase in vanadium prices from prior year, offset by
the costs analysed above.
2020 Adjusted EBITDA
Revenue changes
Operating cost changes
Inventory movement
2021 Adjusted EBITDA
US$
(14,940,940)
16,869,207
(22,013,462)
10,198,263
(9,886,932)
Adjusted EBITDA is a factor of volumes, prices and cost of
production. This is a measure of the underlying profitability of the
Group, widely used in the mining sector. Underlying EBITDA removes
the effect of impairment charges.
Revenue
Cost of Sales
Other operating and administration
costs
Add Depreciation and Amortisation
Adjusted EBITDA
Dec 2021
US$
Dec 2020
US$
106,857,285
(102,782,583)
89,988,078
(91,260,760)
(33,357,130)
19,395,496
(9,886,932)
(31,534,411)
17,866,153
(14,940,940)
Add: Impairment losses
2,438,889
–
Underlying EBITDA
(7,448,045)
(14,940,940)
Other non cash costs
IFRS 9 – Remeasurement of financial liabilities
The PFA was subject to remeasurement under IFRS 9. This resulted in
a non-cash impact to the income statement of US$1.9 million (2020:
£nil) remeasurement adjustment and US$2.8 million (2020: £nil)
notional interest and a resultant increase in the loan of US$4.7 million.
Share of loss of VRFB JV
Our underlying investment in Celllcube, through VRFB holdings
Limited (VRFB) is accounted for as an investment in Joint Venture.
As such we recognise our portion of the loss recognised in Cellcube
for 2021 which amounted to US$4.4 million.
Deferred Tax
Charges for deferred tax in 2021 amounted to a net deferred tax
benefit of US$5 million, compared to a net deferred tax benefit of
US$6.6 million in 2020 (restated). The deferred tax benefit arises
from the unwinding of the liability over the life of the assets.
Deferred Tax on Vanchem acquisition
In 2019, the Group acquired assets in Vanchem which resulted in
a recognition of a gain on bargain purchase of some US$60,6 million
in the Group accounts and around US$85 million in the subsidiary
accounts under IFRS 3 (Business combination). Based on IAS
12-Income taxes, a deferred tax liability of R333 million (c.US$23.7
million) should have been raised with a corresponding charge to tax
on the income statement.
The liability which has no cash impact will unwind over the life of
assets with a credit to 2020 income statement on the tax line of R89
million (c.US$6.1 million) and a credit in the 2021 income statement
on the tax line of R76 million (c.US$4.8 included in the US$5 million
mentioned above). The overall impact of the adjustment in the 2021
accounts is a deferred tax liability of R167 million (c.US$10.5
million), a debit of retained earnings brought forward of R243m
(c.US$16.6 million) and a current year credit to the P&L of R76m
(c.US$5.2 m). The prior years in the balance sheet have been
restated to reflect these changes and more details can be found in
notes 15 and 35 of the financial statements.
3. BALANCE SHEET ASSETS
Assets
Non-current assets related to intangibles and property, plant and
equipment remained broadly flat relative to 2020 and changes were
mainly due to depreciation in the year. Our investment in VRFB
transferred from Current assets (Refer to note 16 of the financial
statements for further detail). A deferred tax asset was raised for
the assessed loss incurred during the year, (refer to note 15 for
further details).
The decrease in Group cash and cash equivalents was as a result of
US$15.4 million (2020: US$50.5 million) was primarily due to the
capital spend on growth projects at Vanchem, VRFB investment and
the construction of our plant in East London.
The movement in fair value is as a result of the Group realising its
investments in AfriTin and Invinity. AfriTin realised approximately
US$3.5 million and Invinity US$3.5 million in 2021.
Equity and liabilities
Total current and non-current liabilities of US$149.9 million (2020
US$153.5 million) reduced by US$4.2 million from the prior year.
The positive impact of the settlement of the Duferco loan of US$11.5
million of which US$2.5 million was cash and US$9 million settled
through the issue of 66,892,037 shares, partial repayment of
Nedbank of US$2.2 million as well as Orion US$1.1 million, were offset
by the US$4.76 million IFRS9 impact on the Orion financing loan,
US$3.5 million Orion convertible interest, and interest accrual on the
PFA for the Q4 2021 which was only due and payable in Q1 2022.
Annual Report and Financial Results 2021
37
Finance Director’s Review continued
Net debt
The net debt reconciliation below outlines the Group’s total debt and cash position.
Gross Cash and Cash Equivalent
Nedbank Revolving Credit Facility
Convertible Loan Notes – Duferco
Production Financing Agreement
– Orion Mine Finance
Convertible Loan Notes Instrument
– Orion Mine Finance
Other
Leases
Net Debt
Production financials agreement of US$33.5 million includes US$4.76 million fair value adjustment and notional interest.
*
* Convertible loan note of US$37 million comprises of US$35 million Capital and amortised interest.
2021
US$
2020
US$
Difference
US$
15,432,852
(5 821,082)
50,540,672
(8,636,535)
-35,107,806
2,815,453
–
11,585,068)
11,585,068
(33,511,742)
(30,105,886)
-3,405,856
(37,313,976)
(999,950)
(33,073,699)
(845,588)
-4,204,277
-154,362
(4,485,312)
(5,002,144)
516,832
(66,699,209)
(38,708,248)
-27,990,961
4. CASH FLOW STATEMENT
The table below summarises the main components of cash flow
during the year.
Year ended
31-Dec-21
(audited)
US$
Year ended
31-Dec-20
(audited)
US$
Operating loss
Impairments
Depreciation and amortisation
Changes in working capital and provisions
Taxes paid
(29,282,428)
2,438,890
19,395,496
(5,022,120)
394,069
(32,807,093)
–
17,866,153
1,253,029
(3,452,492)
Cash (outflow) from operations
Sustaining capital
(12,076,093)
(7,192,393)
(17,140,404)
(5,375,610)
Free cash flow
Cash from other investing activities
Financing activities
Cash (outflow)/inflow
Opening net cash flow
Foreign exchange movement
(19,268,491)
(9,965,907)
(7,049,147)
(36,283,545)
50,540,672
1,175,725
(22,516,014)
(7,943,222)
47,433,269
16,974,034
34,011,557
(444,919)
Closing net cash
15,432,852
50,540,672
Net cash from operating activities was an outflow of US$12.1 million
(2020: US$17.1 million), an improvement from the previous year
driven by Adjusted EBITDA. Capital expenditure and investing activities
for the year were US$17.2 million (2020: US$13.3 million), an increase
of US$3.9 million from 2020 mainly due to investing activities as
explained below. The Group ended the year with a cash balance of
US$15.4 million, (2020: US$50.5 million), the net outflow arising from,
inter alia, higher capital expenditure and repayment of loans.
Investing activities
Investing activities were driven by capital expenditure growth with
property plant and equipment expenditure of US$19.5 million, up
US$9.3 million from 2020. This was mainly as a result of Kiln 3
capital expenditure of US$4.2 million and construction of the
bushveld electrolyte plant of US$4.9 million. In addition to above,
payments were made for the deferred consideration owed to Evraz
of US$1.7 million, Duferco deferred consideration of US$2.2 million,
Investment in CellCube of US$10 million. The costs were offset by
finance income to the value of US$1.0 million for the year as well
as the disposal of the US$12.7 million investment in Invinity and
US$3.5 million investment in Afritin.
Capital expenditure to sustain and grow our production
In line with our rebasing, we substantially increased sustaining
capital at Vametco, in order for our operations to achieve stability
and support the volume increase in the 2022 financial year as
outlined below.
Capital Expenditure
2021
US$(million)
2020
US$(million)
Outlook 2022
US$(million)
Vametco
Growth
Environmental/
Legal Compliance
Sustaining
Vanchem
Growth
Environmental/
Legal Compliance
Sustaining
Bushveld Energy
Growth
Total Capex
4.5
0.6
0.2
3.7
7.7
4.4
2.6
0.7
4.9
4.9
17.1
4.4
2.6
–
1.8
3.6
–
3.4
0.2
–
8.0
5.5
–
0.6
4.9
8.5
4.5
2.4
1.6
8.1
8.1
22.1
– The Group remained firmly focused on our strategy to sustainably
increase production, prioritising the refurbishment of Vanchem’s
Kiln 3. During 2021 the Group spent US$17.1 million
2020:US$8.0 million on sustaining and growth capital. The total
spend was comprised of the following:
– US$3.9 million sustaining capital at Vametco, mainly comprised
of medium- and long-term maintenance capex.
– US$4.2 million growth capital for the refurbishment of Kiln 3 at
Vanchem. Vanchem’s production scale up to a run rate of 2,600
Mtvp.a. by the end of the 2022 financial year. The balance to be
incurred during 2022.
– US$4.9 million growth capital for BELCO electrolyte plant.
Financing activities
Financing activities of US$7.0 million comprise of the loan repayments
of US$2.2 million on the Nedbank RCF and US$2.5 million Capital
repayment of the US$11.5 million unsecured convertible loan note
held by Duferco as well as US$1.7 million interest on the Orion PFA.
As explained above the balance of US$9.0 million which was due for
38
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
repayment was settled by the issue of 66,892,037 new Bushveld
shares. This was offset by the receipt of US$1.3 million from the
Industrial Development Corporation (refer to note 25) for BELCO.
5. FINANCIAL RISK
The main financial risks faced by the Group relate to the availability
of funds to meet business needs (liquidity risk), the risk of default by
counterparties to financial transactions (credit risk), fluctuations in
interest and foreign exchange rates and commodity prices (market
risk). These factors are more fully outlined in the notes to the
accounts. They are important aspects to consider when addressing
the Group’s going concern status. We proactively manage the risks
within our control. There are, however, factors which are outside
the control of management, specifically volatility in the ZAR: US$
exchange rate as well as the vanadium price, which we do not
currently hedge, and which can have a significant impact on the
cash flows of the business. As mentioned earlier, implementation
of a hedging policy will be considered when we attain steady state
production and have a wider range of products for sale in 2023.
6. GOING CONCERN AND OUTLOOK
We manage liquidity risk by ensuring that the Group has sufficient
funds for all ongoing operations. Our philosophy is to maintain a low
level of financial gearing, given exposure to the vanadium price and
exchange rate fluctuations.
As part of the annual budgeting and long-term planning process,
the Board reviewed and approved the Group’s budget and cash flow
forecasting through to 2023. The forecast is amended in line with any
material changes identified during the year. Equally, where funding
requirements are identified from the cash flow forecast, appropriate
measures are taken to ensure these requirements can be satisfied. In
particular, a capital allocation framework is applied which prioritises
maintenance and regulatory capital funding requirements.
We also closely monitor our working capital and regularly produce cash
forecasts and analyse sensitivities to different scenarios, including, but
not limited to, changes in commodity prices and different production
profiles from the Group’s producing assets. We have a pricing
committee which considers commodity pricing outlook, taking into
account industry analysts forecasts as well as inhouse intelligence.
Our future production profile in our forecasts is predicated on Vanchem
Kiln 3 being commissioned during the H1 of 2022. Kiln 3 has been
commissioned and is undergoing stabilisation and optimization, with
ramping up expected to commence thereafter. The annual production
run rate is forecast to ramp up to 5,000-5,400 Mtvp.a. in the last
quarter of the 2022 financial year and we remain comfortable that
Kiln 3 will be at the forecast run rate by the end of year.
The Nedbank Revolving Credit Facility (RCF) of ZAR125 million
available to Vametco is subject to financial covenants which are
EBITDA-driven. The application of IFRS 9 on the Orion PFA resulted
in an increase in accounting interest, over and above the actual
interest paid which comprised the calculation of the net interest to
debt covenant. Nedbank has approved the waiver of the covenants
for the December 31, 2021, and we are confident of passing the
30 June 2022 reporting period. The term of the RCF ends in
November 2022 and since August 2021, we have been paying
approximately US$0.44 million (ZAR7.0 million) per month towards
the RCF. of which approximately US$2.65 million (R42.0 million)
has been paid post the year end
Although the start of the 2022 financial year has been challenging
for Vanchem, as Kiln 1 battled with repairs and maintenance, we are
encouraged by the positive production run rate at Vametco and the
profitability that is coming through from that operation. The plant at
Vametco is currently down for its annual planned shutdown during
June 2022 and has generally performed well and is benefitting from
the operational stability initiatives we embarked on during 2021.
Whilst we have experienced logistical challenges with our sales,
we have retained our customer relationships as the Group sells and
distributes around 85 per cent of its product as frame contracts.
We continue to prioritise financial stability through cost containment,
conserving cash and adhering to a clear capital allocation framework,
to ensure the Group’s resilience through the operating cycle.
Accordingly, the Directors continue to adopt the going concern
basis in preparing the consolidated financial information. Further
information on the Directors going concern assessment is contained
in the accounting policies.
Tanya Chikanza
Finance Director
30 June 2022
Annual Report and Financial Results 2021
39
Operating Assets and Operational Review
Operating Assets and Operational Review
Bushveld Minerals owns one of the largest, high-grade primary
vanadium resource bases in the world, with all of its mining and
processing assets situated in South Africa. The Company’s vanadium
resource comprises three mineral assets: the Vametco Mine, Brits
resource and the Mokopane project. The Group’s principal vanadium
processing facilities are the Vametco processing plant (Vametco),
in which the Company first acquired an interest in April 2017, and
the Vanchem plant (Vanchem), a primary vanadium-producing
facility acquired in November 2019.
The two processing plants provide a flexible, scalable production
base, with synergies and product diversification between both the
plants that provide for maximum market penetration, a significant
competitive edge. From an operational perspective, these plants are
classified as “one flowsheet”, with the ability of Vametco to produce
concentrate as feedstock to Vanchem. Intermediate products
(Ammonium Metavanadate (AMV), Modified Vanadium Oxide (MVO)
can be introduced into each respective plant’s flow sheet.
Vametco is an integrated mining and processing plant located eight
kilometres north-east of Brits in the North West Province of South
Africa. The mine has a new order mining right for vanadium and other
associated minerals over a portion of the remaining extent of Portion
1 of the farm Uitvalgrond 431 JQ and Portion 1 of the farm
Krokodilkraal 426 JQ in Brits. Vametco operates an open-pit mine
which supplies ore to a vanadium processing plant located on the
same property.
Vanchem is a primary vanadium-processing facility with a
beneficiation plant located at the Ferrobank Industrial Park in
Emalahleni Local Municipality at Mpumalanga Province, in South
Africa. It produces vanadium pentoxide, ferrovanadium and
vanadium chemicals and is capable of producing vanadium trioxide.
Vanchem has been using ore acquired with the operation in 2019,
supplemented with limited concentrate from Vametco. The Upper
Seam Project, commissioned in Q4 2021, together with selective
third party sources of ore will now be supplying Vanchem with a
significant proportion of ore requirement for the foreseeable future.
40
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
PROCESSING
Vametco’s processing plant receives ore from the co-located Vametco Mine. Vametco utilises the standard salt-roast and leach process to
produce a steel-alloying vanadium carbon nitride product called Nitro Vanadium. Vanchem also uses the salt-roast beneficiation process.
The process involves the following stages:
ORE SOURCES
BRITS DEPOSIT
VAMETCO
MINE
3rd PARTY ORE
MOKOPANE
UPPER
SEAM ORE
VAMETCO
(crushing, screening, milling
and concentration)
VANCHEM
(crushing, screening, milling
and concentration)
MAGNETITE
CONCENTRATE
E
T
I
T
E
N
G
A
M
E
T
A
R
T
N
E
C
N
O
C
VAMETCO
(extraction, precipitation
and refining)
VANCHEM
(extraction, precipitation
and refining)
BELCO PLANT
NITRO
VANADIUM
AMV¹
MVO
FeV
CHEMICALS
V2O5
FLAKE
V2O5
POWDER
V2O3
ELECTROLYTE
Current
Future
1. Vametco’s AMV can be sent to Vanchem to produce FeV and V2O5, and Vanchem’s AMV can sent to Vametco to produce Nitro Vanadium.
Vametco
Processing
(step 1-3 similar to Vanchem)
Vanchem
Processing
(step 1-3 similar to Vametco, except Vanchem does not do crushing)
– Step 1: Crushing, milling and magnetic separation to produce a
magnetite concentrate with average grades of approximately 2.0
per cent V2O5;
– Step 1: Milling and magnetic separation to produce a magnetite
concentrate with average grades of approximately 1.65 per cent
V2O5 in-magnetite;
– Step 2: Salt-roasting of the concentrate. The concentrate is
roasted with sodium salts in a kiln at approximately 1,150°C to
form a water-soluble sodium vanadate material;
– Step 3: Leaching and purification, with dissolution of roasted
vanadium concentrate in water, purification, and precipitation of
vanadium through the addition of ammonium sulphate followed
by drying and then processing in a reducing environment to
produce a MVO product; and
– Step 4: Nitro Vanadium production: the MVO is briquetted and fed
into a shaft induction furnace in a nitrogen atmosphere to produce
Nitrovan, which is used as a micro-alloy in steel production.
– Step 2: Salt-roasting of concentrate. The concentrate is roasted
with sodium salts in a kiln at approximately 1,150°C to form a
water-soluble sodium vanadate material;
– Step 3: Leaching and purification, involving dissolution of roasted
vanadium concentrate in water, purification and precipitation of
vanadium through the addition of ammonium sulphate, followed
by drying and then processing in a reducing environment to
produce an AMV product;
– Step 4: The AMV is de-ammoniated and melted to produce
vanadium pentoxide flakes – a primary product. The AMV is also
used in other processes to produce a spectrum of vanadium
chemicals; and
– Step 5: Vanadium pentoxide is reduced by aluminium in the
aluminothermic process in the presence of iron to produce
ferrovanadium – a primary product.
Annual Report and Financial Results 2021
41
Operating Assets and Operational Review continued
VAMETCO
2021 operational performance
Vametco achieved an annual production of 2,453 mtV, which was
eight per cent lower than in 2020, due to lower production in the H1
of the year. The weaker performance in the H1 of the year was due to
a slower than expected ramp up post the completion of a planned 35
day maintenance shutdown along with an unprotected industrial
action in April 2021.
Thus, from April 2021, our primary focus shifted to increasing
maintenance investment and sustaining capital to ensure the
reliability of mining and plant equipment. Moreover, we implemented
greater discipline in our proactive maintenance practices, instilled
an organised and sequential maintenance methodology, introduced
process controls for the technical team, and invested substantially in
our people development strategy. Since the implementation of these
measures we have seen stable and consistent production at Vametco
which has carried on into the H1 of 2022.
Vametco achieved a production cash cost of US$24.0/kgV and a
total cash cost of US$32.2/kgV, which was impacted by the stronger
ZAR:US$ exchange rate, lower production, and increased expenditure
on costs such as planned maintenance.
Table 1: Operational highlights for Vametco (on a 100 per cent basis)
Unit
2021
2020
2021 vs
2020
mtV
2,453
2,654
-7.5%
Description
Vanadium
(Nitro Vanadium plus
FeV) produced
Weighted average
production cash
cost1 (C1)
Weighted average total
2022 OUTLOOK AND CAPITAL EXPENDITURE
The continued operational stability experienced since Q1 2022
and the renewed focus on safety resulted in a solid production, as
reported in the Q1 2022 operational update and bodes well for the
2022 Vametco production guidance of between 2,450 mtV and
2,550 mtV and cash cost (C1) guidance of between US$22.7/kgV
and US$23.5/kgV (ZAR346.9/kgV and ZAR358.7/kgV). Vametco will
operate at a steady state production run rate of 2,800 mtVp.a. by the
end of the year.
Total capital expenditure for 2022 is estimated at circa US$5.5
million, with most of the cost being Rand-denominated, and
includes:
– circa US$4.9 million of sustaining capital;
– circa US$0.6 million of environmental capital.
VANCHEM
2021 operational performance
Vanchem achieved an annual production of 1,138 mtV, which was
15 per cent higher than in 2020, as a result of Vanchem ramping up
production in 2020 and running at capacity in 2021.
Vanchem achieved a C1 production cash cost of US$30.6/kgV and a
total cash cost of US$42.2/kgV, impacted by the stronger ZAR:US$
exchange rate and growth capital on refurbishment of Kiln 3.
– The unit cost of production reflects the weighted average cost
across all various product categories. Unit costs vary across these
product categories. Nitro Vanadium is produced at Vametco
converting Vanchem ammonium metavanadate on a toll
treatment basis. Chemical products, including specialist V2O5
powder are produced at higher unit cost than that of V2O5 flake
and FeV.
US$/kgV
24.0
18.3
31.1%
Table 2: Operational highlights for Vanchem (on a 100 per cent basis)
cash cost2
US$/kgV
32.2
23.3
38.2%
1.
2.
Includes direct costs of production. Excludes depreciation, royalties, movements in
finished goods inventories and selling, general and administrative expenses.
Includes direct costs of production, selling, general & administrative expenses and cash
outflows on sustaining capital and growth capital. Excludes depreciation, royalties,
movements in finished goods inventories and sales commissions.
2021 CAPITAL EXPENDITURE
Sustaining capital expenditure required for maintaining and
sustaining Vametco was US$3.9 million mainly reflecting the 35-day
maintenance shut down during the Q1 of 2021. Growth capital
expenditure for the year was US$0.6 million.
Description
Chemicals
Flake
FeV
Nitro Vanadium
Total production
Weighted average
production cash
cost1 (C1)
Weighted average
total cash cost2
Unit
mtV
mtV
mtV
mtV
mtV
2021
187
284
509
158
2020
137
418
434
2021 vs
2020
36.5%
-32.1%
17.3%
–
100.0%
1,138
990
15.0%
US$/kgV
30.6
22.4
36.7%
US$/kgV
42.2
29.9
41.1%
1.
2.
Includes direct costs of production. Excludes depreciation, royalties, movements in
finished goods inventories and selling, general and administrative expenses.
Includes direct costs of production, selling, general & administrative expenses and cash
outflows on sustaining capital and growth capital. Excludes depreciation, royalties,
movements in finished goods inventories and sales commissions.
42
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
THE UPPER SEAM PROJECT
The Upper Seam project was developed to supply ore to Vanchem
(magnetite in ore > 70 per cent, V2O5 grade in magnetite > 1.65 per
cent). The project consists of crushing, screening and dry magnetic
separation. The plant was commissioned in the last quarter of 2021
with the final installation of the dry magnetic separator completed in
December 2021. During commissioning and ramp-up, ore quality
was at times below requirements due to heavy rain and mining
constraints, which resulted in operational challenges post milling and
concentrating, in the Vanchem kiln, affecting recoveries. The project
team optimised the plant performance during February 2022 to meet
Vanchem ore specification requirements and the Vanchem milling
plant has been reconfigured to treat Upper Seam ore more
efficiently.
2021 CAPITAL EXPENDITURE AND REFURBISHMENT
OF KILN 3
Sustaining capital expenditure required for maintaining and
sustaining Vanchem was US$0.7 million and US$2.6 million
environmental and legal compliance capital.
In 2021, Bushveld renegotiated the terms of its Production Finance
Agreement (PFA), which enabled the reallocation of funding, to the
value of US$17.8 million, to the refurbishment and expansion of
Vanchem from Vametco. This project included the refurbishment
of Kiln 3 for US$4.2 million and US$0.2 million for growth studies.
Kiln 3 will enable Vanchem to produce at a steady state production
run rate of up to 2,600 mtVp.a. by the end of 2022.
2022 OUTLOOK AND CAPITAL EXPENDITURE
The refurbishment and commissioning of Kiln 3 was completed in Q2
2022. Stabilisation and optimisation of Kiln 3 is currently underway
and it is expected to achieve a production run rate of 2,600 mtVp.a.
by end of 2022.
Kiln 3 will more than double Vanchem’s production run rate once
fully ramped up. Accordingly, Vanchem’s production guidance of
between 1,750 mtV and 1,850 mtV is weighted towards the second
half of the year, and production cash cost (C1) guidance is between
US$27.7/kgV and US$28.4/kgV (ZAR422.8/kgV and ZAR433.5/kgV.
Total capital expenditure for 2022 is estimated at circa US$8.3
million, with most of the cost being Rand-denominated and includes:
– circa US$1.6 million of sustaining capital;
– circa US$2.4 million of sustaining environmental capital and;
– circa US$4.5 million of growth capital of which US$3.7 million
will go towards Kiln 3.
GROWTH PROJECTS
Feasibility and pre-feasibility studies at Vametco and Vanchem were
completed to determine the nature and scope of growth beyond the
current production run rate of 5,000-5,400 mtVp.a. They provide a
well-structured long term growth path to 8,000 mtVp.a., ensuring a
permanent and reliable feedstock to both Vametco and Vanchem.
The growth plans will only be pursued subject to:
– The meeting of short-term performance targets to deliver
sustainable cash generating production at the production rate
of 5,000-5,400 mtVp.a.; and
– In a phased manner, with sufficient funding secured,
accompanied by any necessary third-party validation of
associated project economics.
HIGHLIGHTS
The Group has the significant opportunity to increase production
by approximately 50 per cent to 8,000 mtVp.a. is achievable at the
Company’s existing operations. The production increase requires
growth capital expenditure of approximately US$151 million (ZAR2.3
billion based on a R15.29 US$:ZAR exchange rate). The optimal
expansion plan was determined by prioritising from the highest to
lowest IRR and NPV, resulting in staged expansion plan namely:
– Stage 1 – Vametco – Installation of a Semi-autogenous (SAG)
Mill to establish a permanent and reliable supply of feedstock
for both plants in advance of further capacity expansion.
– Stage 2 – Vanchem – Refurbishment of Kiln 2 to increase
production at Vanchem to between 3,600-3,700 mtVp.a.
(and Group production to between 6,000-6,500 mtVp.a.).
– Stage 3 – Vanchem – Refurbishment of Kiln 1 to increase
production to between 4,600-4,700 mtVp.a. (and Group
production to between 7,000-7,500 mtVp.a.).
– Stage 4 – Vametco – Increase single kiln capacity to 3,400
mtVp.a. (and Group production to between 7,600-8,000 mtVp.a.).
Stage 1 establishes a sustainable and reliable supply of concentrate
feedstock (up to 6,800 mtV) for both plants in advance of further
capacity expansion with the balance of ore, when required, being
supplied through development of Mokopane, Brits or third party ore.
The SAG Mill investment at Vametco will provide concentrate to
enable Vanchem growth, whilst intermediate products (AMV, MVO)
can also be shared between the plants.
The option to implement the growth path in stages substantially
reduces the upfront capital requirements, and results in incremental
production being quicker to generate additional cash flows after
each stage, which can be leveraged for the next phase. The product
diversification and the flexibility arising from the expansion allows
for maximum market penetration.
The growth plans to expand beyond 5,000-5,400 mtVp.a. will be
pursued:
– Once the short-term performance targets on delivering a
sustainable cash generating production at the production
rate of 5,000 – 5,400 mtVp.a. have been achieved; and
– In a phased manner, once funding has been secured,
accompanied by any necessary third-party validation of
associated project economics.
As a result of higher volumes and operational efficiencies, the
Company has estimated that at full operational production of
8,000 mtVp.a., C1 costs per Kg/V produced at Vametco and
Vanchem would fall by approximately 20 per cent respectively,
compared to 2021.
The expansion considers the synergies between Vametco and
Vanchem and treats them almost as an operational entity with one
flowsheet. The expansion of Vametco provides concentrate to enable
Vanchem growth, whilst intermediate products (AMV, MVO) can also
be shared between the plants.
The expansion provides superior operational flexibility at Vanchem
due to availability of multiple Kilns.
Annual Report and Financial Results 2021
43
Operating Assets and Operational Review continued
BRITS
The Brits Project hosts high-grade vanadium mineralisation in
several magnetite layers. The mineralisation, which is outcropping,
is a continuation of the Vametco strike. The project offers a potential
extension of Vametco’s Life-of-Mine and a cost-effective source of
near-surface ore for the Vametco plant. Drilling has shown lower
seam weighted average grades of 0.6 per cent V2O5 in-whole rock
and 1.6 per cent V2O5 in-magnetite, which are among the highest
grades in the world. A Competent Person’s Report (CPR) was
published in January 2020. Brits has the potential to provide
additional feed tonnage for Vametco and, if required, concentrate
feed for the Vanchem plant, based on the installation of the SAG mill,
as outlined in the studies.
Brits Project comprises of three different companies in which
Bushveld Resources Ltd holds interest in their assets ranging
between 51 per cent and 74 per cent, and the three companies are
Caber Trade and Invest 1 (Pty) Ltd, Great 1 Line Invest (Pty) Ltd and
Gemsbok Platinum (Pty) Ltd.
Caber Trade and Invest 1 (Pty) Ltd (Caber Trade), in which the
Company holds an interest of 51 per cent, which, as previously
reported, had a mining right application refused by the Department
of Mineral Resources and Energy (DMRE) in 2020. Caber Trade
lodged an appeal against the decision and has recently been advised
that the process has been concluded with the DMRE refusing the
appeal. The Company is considering its options. The Caber Trade
properties were not included in the CPR, and the refusal of the
mining right has no impact on the mineral resource statement.
Great 1 Line Invest (Pty) Ltd (Great 1 Line), is the prospecting right
holder of Portion 3 of farm Uitvalgrond 431 JQ, and an interest of
62.5 per cent is held through Bushveld Resources Ltd. This is the
property on which the Mineral Resource estimate contained in the
2019 CPR is based on. Bushveld Minerals Limited has been granted
Section 11 of the Mineral and Petroleum Resources Development
Act (MPRDA) for acquiring control of Sable Platinum Mining Pty Ltd
for Prospecting Right Reference Number: NW 30/5/1/1/2/11124 PR,
held through Great Line 1 Invest (Pty) Ltd and was executed in
May 2021.
The company has also applied for Section 102 of the Mineral and
Petroleum Resources Development Act (MPRDA) and waiting for
approval to incorporate Prospecting Right Reference Number:
NW 30/5/1/1/2/11069 PR into NW 30/5/1/1/2/11124 PR.
A renewal for the Prospecting Right NW 30/5/1/1/2/11124 PR for
Portion 3 of the Farm Uitvalgrond 431 JQ has been granted. This
prospecting right had expired on the 3rd of November 2019.
Gemsbok Magnetite (Pty) Ltd (Gemsbok), is the prospecting right
holder of the remainder of farm Doornpoort 295 JR. Bushveld
Resources Ltd holds 74 per cent interest in this company
Environmental Authorisation for Gemsbok was granted and currently
waiting for the granting of the prospecting right renewal submitted
to the DMRE.
MOKOPANE
Mokopane is located on the central portion of the Northern Limb
of the Bushveld Complex. The project is in the Mokopane District of
Limpopo Province of South Africa, approximately 65 km west of the
provincial capital, Polokwane and 45 km northwest of Mokopane
town. The project includes one of the world’s largest primary
vanadium resources, with an average grade of 1.80 per cent V2O5
in-magnetite.
Licensing
On 29 January 2020, the DMRE in South Africa executed a
30-year mining right in favour of the Company’s subsidiary,
Pamish Investments No. 39 (Pty) Ltd (Pamish), over five farms:
Vogelstruisfontein 765 LR; Vriesland 781 LR; Vliegekraal 783 LR;
Schoonoord 786 LR; and Bellevue 808 LR.
Ownership
While the Mokopane mining right is subject to Mining Charter II
regulations, the Company is committed to adhering to Mining Charter
III regulations in respect of host community and employee
shareholding requirements. In accordance with Mining Charter III, a
carried of five per cent of the equity in Pamish, will in due course, be
transferred to the Bakenberg community. Bushveld Minerals’ interest
in the Mokopane Project will accordingly reduce from 64 per cent to
60.8 per cent, while Izingwe’s shareholding will reduce from 36.0 per
cent to 34.2 per cent. Pamish has further committed to allocate an
additional five per cent to an Employee Share Ownership
Participation Scheme once the mine is operational, which will result
in Bushveld Minerals ultimately holding 57.6 per cent and Izingwe
32.4 per cent.
Geology, Mineral Resources and Reserves
The Mokopane deposit is a layered orebody along a 5.5 km north-
south strike, dipping at between 18 and 24 degrees west. The project
comprises three adjacent and parallel magnetite layers, namely the
Main Magnetite Layer (MML), the Main Magnetite Layer-Hanging
Wall (MML-HW) layer and the AB Zone.
The Mokopane Project has a 298 Mt JORC-compliant Resource,
including 28.5 Mt Reserves and a weighted average V2O5 grade of
1.41 per cent in-whole rock and 1.75 per cent in-magnetite.
A Combined Inferred and Indicated JORC Compliant Mineral Resource
of 298 Mt runs across three parallel overlying magnetite layers with
grades ranging from 1.6 per cent to over 2.0 per cent V2O5 as follows:
– MML: 52 Mt @ 1.48 per cent V2O5 (1.6-1.8 per cent V2O5
in-magnetite);
– MML-HW & Parting: 233 Mt @ 0.8 per cent V2O5 (1.5-1.6 per cent
V2O5 in-magnetite); and
– AB Zone: 12 Mt @ 0.7 per cent V2O5 (greater than 2.0 per cent
V2O5 in-magnetite.
An Ore Reserve of 28.56 million tonnes (Mt) of MML mineralisation
was estimated as mineable supporting a minimum 30-year Life-of-Mine.
The Company’s vanadium resource base currently consists of three
mineral assets: Vametco, Brits and the Mokopane project. Together,
the three deposits constitute a 548 Mt (100 per cent basis)
JORC-compliant resource, including 74 Mt (100 per cent basis) of
JORC-compliant reserves. The resource vanadium grades are some
of the highest primary grades in the world. These high-grade deposits
are located on the Bushveld Complex, which hosts the world’s largest
primary vanadium resources. Bushveld Minerals seeks to establish a
portfolio of vanadium resources for future development in potential
44
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
partnerships as the supply deficit deepens and it becomes clearer
that primary production is key to addressing this shortfall.
The company’s activities along the value chain are described below:
Currently, the Vametco mine is the sole internal source of feedstock
into the two treatment plants at Vametco and Vanchem. The
significant Vametco resource ensures that the Vametco plant has
a secure feedstock source for a period significantly in excess of
30 years. Vametco’s Upper Seam project is currently providing
feedstock to Vanchem as an Ore Product after dry magnetic
separation. In the medium-term to longer term, Vanchem feedstock
will be sourced from combinations of enhancements to the Vametco
mining and concentrate facilities to increase concentrate production,
the development of the Mokopane Project and third-party sources.
Currently, Vanchem is acquiring high quality ore recovered from a
significant disused steel plant stockpile situated in close proximity to
Vanchem which should provide some 10,000 tpm of ore for up to 5
years. South Africa has significant resources of vanadiferous magnetite
ore, with little incentive to export. Therefore, third party sources will
continually be considered as feedstock into Vanchem provided the
pricing thereof meets or beats the cost of internal sources.
Outlook and capital expenditure activities for 2022
include
Bushveld is reviewing the business case at Mokopane. This review
will consider commencing mining operations at a much-reduced
level (producing a dry magnetic separation ore product for transport
to Vanchem, which has milling and dry magnetic separation
production capacity). It would allow for scaling up as necessary, as
Vanchem’s production capacity grows and third party sources are
phased out. This analysis could, of necessity, affect the scope and
nature of the DFS which has been planned at Mokopane for the
commencement of mining activities.
BUSHVELD ENERGY
In 2016, Bushveld Minerals established Bushveld Energy, an 84 per
cent-owned energy subsidiary, Bushveld Energy Limited (Bushveld
Energy), with the objective of driving greater adoption of VRFBs in
the global energy storage market. This was based on the view that
the success of VRFBs in capturing a significant share of the energy
storage market rests on solving for two critical factors:
(a) security of supply; and
(b) vanadium price volatility – factors that low- cost primary
producers are best placed to address.
With these two factors addressed, the global opportunity for VRFBs
is significant. Bushveld Minerals recognised the proposition of VRFBs
for Bushveld as two-fold:
– It provides scope for growing and diversifying the demand profile
of vanadium; and
– It presents attractive commercial value for Bushveld along the
VRFB value chain.
VANADIUM ELECTROLYTE MANUFACTURING AND
LEASING
Electrolyte manufacturing
Bushveld Electrolyte Company “BELCO” is located in East London,
South Africa, established in 2020, with 55 per cent ownership by
Bushveld Energy and 45 per cent by the Industrial Development
Corporation (IDC). With a targeted initial capacity of 8 million litres
of vanadium electrolyte (using up to 1,100 tons of pentoxide
equivalent) and capability to scale up to 32 million litres at the same
location, the electrolyte plant is the largest publicly announced plant
outside of China.
The plant is designed to take vanadium oxide from Bushveld’s
Vanchem operation as the preferred feedstock provider. Oxide from
Bushveld Vametco or non-Bushveld suppliers can also be used.
Construction is progressing well with production expected to
commence in H1 2023 with an eventual ramp-up to 8 million litres
per annum. In addition, BELCO is currently undergoing a
qualification process for its electrolyte with VRFB companies in
preparation for electrolyte sales.
Electrolyte rentals
As previously announced, Bushveld Energy has partnered with various
entities in pioneering the structure, design and supply of vanadium
electrolyte rental products for the VRFBs. This included the successful
deployment of vanadium electrolyte rental product in industrial-scale
batteries. As announced on 7 September 2020, Vanadium Electrolyte
Rental Limited (VERL), signed a 10-year contract with Pivot Power in
the United Kingdom, part of EDF Renewables, for the rental of the
electrolyte in Pivot Power’s 5 MWh flow battery, supplied by Invinity
and delivered to Pivot Power’s project at the Energy Superhub Oxford.
While the electrolyte was produced at a third-party facility, it used high
purity vanadium pentoxide sourced from Bushveld’s Vanchem facility.
The battery is now operational and Invinity and Pivot Power have
announced work to develop a 40 MWh VRFB project.
Furthermore, Bushveld Energy has continually articulated the
strategic initiative to scale-up the rental product through an
off-balance sheet funding structure to match the global growth in
energy storage and VRFBs.
Electrolyte reprocessing
In Q1 2021, Bushveld Energy completed the successful reprocessing of
4,400 litres of unusable electrolyte at Vanchem. The aim of the project
was to determine whether the existing facilities at Vanchem can be
used to process the spent electrolyte into a saleable final product. Part
of this aim was to make sure that the reprocessing of the electrolyte
had no physical impact on the current process and that it did not
impact the final product (AMV, V2O5) quality. The vanadium present in
the spent electrolyte received at Vanchem was successfully recovered,
with an initial recovery rate of 92 per cent, which was consistent with
the overall recovery seen by the Vanchem plant under normal
conditions. This is significant, differentiating VRFBs from other battery
technologies like lithium-ion that require establishment of separate
recycling facilities for batteries at the end of life.
Annual Report and Financial Results 2021
45
Operating Assets and Operational Review continued
Partnering with VRFB Original Equipment
Manufacturers
By partnering with VRFB Original Equipment Manufacturers (OEM)
Bushveld Energy intends to play a catalytic role in mobilising
third-party capital to assist VRFB manufacturers to scale-up their
sales and capacity to meet the fast- growing demand for long-
duration energy storage solutions. The catalytic role is tied to the
unique position of a low-cost primary producer to address risks
associated with security of supply of vanadium and the vanadium
price volatility.
In line with this strategy, Bushveld Energy made two significant
strategic equity investments in Invinity Energy Systems Plc (Invinity)
and CellCube (previously referred to as Enerox GmbH) a grid scale
and micro-grid energy storage battery manufacturer, headquartered
in Austria. As importantly, Bushveld leveraged its investment to
mobilise more third-party capital into these companies.
During the period under review, Bushveld exited its shareholding
in Invinity. The successful listing of the company, its growth in sales
and delivered projects and the additional capital it was able to raise
after Bushveld’s initial US$5 million investment, entrenched Invinity
as a significant player in stationary energy storage. It also proved the
success of Bushveld’s strategy by achieving all the objectives of our
investment. This included the ability to exit at US$7.7 million profit
for our shareholders.
CellCube is a grid scale and micro-grid energy storage battery
manufacturer, headquartered in Austria.
Update on the outcome of Court Case
As previously reported on the 14 July 2021, Garnet Commerce
Limited (Garnet), a 50 per cent joint venture partner of Bushveld
Energy in CellCube, commenced litigation in the English High Court
against VRFB Holdings Limited (VRFB-H), a holding company for the
investment by Bushveld Energy into CellCube, via the joint venture
company Enerox Holdings Limited (EHL).
As advised on 8 March 2022, VRFB-H successfully defended its
position. The judgment outcome vindicated the position that the
investment by Mustang in VRFB-H was entirely appropriate and
that VRFB-H did not violate the any agreements. Accordingly, the
investment by Mustang into VRFB-H, and the investment by VRFB-H
into EHL, continue to be in place.
As with its investment in Invinity, Bushveld Energy is supporting
the growth of CellCube, with most of the capital coming from other
investors.
Deployment of VRFBs
The Vametco mini-grid
Bushveld Energy has developed a commercial solar plus storage
mini-grid project for Vametco, with 3.5 MW of solar PV and a 1 MW/4
MWh VRFB. The mini-grid will operate as a funded independent
power producer (IPP). The project at Vametco is part of Bushveld’s
strategy to demonstrate the commercial viability of long-duration
VRFB systems when paired with renewable energy. It will also use
locally-mined and beneficiated vanadium, demonstrating the ability
to achieve higher local content in South Africa than any other storage
technology. The success of the Vametco mini-grid opens the door for
more and larger such projects in a South Africa whose energy policy
is supporting self-generation projects for large energy users.
According to the South African Photo-voltaic Association, the current
pipeline of such projects awaiting registration exceeds 5,000 MW.
Post year end, the company announced that it had secured funding
for the engineering, procurement and construction (EPC) of the
Vametco hybrid mini-grid.
A shareholders agreement was signed between Bushveld Energy and
NESA Capital as strategic equity partners in the development and
funding of the project. NESA is expected to take the majority of the
project and provide 60 per cent of the equity. Bushveld Energy will
hold 40 per cent of the equity and recognise a development fee as
revenue from the project upon financial close. Furthermore, ABSA
Relationship Banking approved a ZAR64 million (approximately
US$4.1 million) loan to part fund the construction of the mini-grid
project.
Site clearing for construction commenced in Q1 2022 and the
project is expected to be completed during the H1 of 2023.
The overall cost of the project is expected to be R113m (US$7.25
million) and the EPC is provided on a turnkey basis. The project is
expected to be completed during the H1 of 2023, when it will be one
of the first solar mini-grid projects in Africa with long-duration
storage financed off of the customer’s balance sheet as a standalone
Independent Power Producer.
The hybrid mini-grid project will supply over 10 per cent of Vametco’s
electrical energy and will demonstrate the technical and commercial
capability of hybrid mini-grids using solar PV and VRFB technology
at grid parity. While Vametco sold 26 mtV for the production of
electrolyte for the VRFB, it has not used any of its own capital for the
project.
In addition, the hybrid mini-grid project will contribute towards
reducing the carbon footprint of Bushveld’s mining and processing
operations. It will cut CO2 emissions by more than 8,000 metric
tonnes per year (and nearly 200,000 tonnes over the 25-year life
of the project). This will be a positive contribution towards South
Africa’s low-emission strategy and Bushveld Minerals’
environmental, social and governance (ESG) objectives.
Captive opportunities
Bushveld Energy is targeting captive opportunities within Group of
up to 120 MW of PV and 180 MWh of storage. These projects will
also reduce the Group’s reliance on Eskom, help control cost
increases of energy costs and reduce the carbon footprint of its
vanadium production, as part of a broader, long-term ESG strategy.
2022 outlook and capital expenditure
At the time of writing, Bushveld Energy is focused to:
– Progress construction of the BELCO electrolyte plant and
qualification of electrolyte, with completion targeted for H1 2023;
– Commence construction of the Vametco mini-grid, with
completion of construction targeted in H1 2023;
– Initiate feasibility studies for the captive opportunities within the
Group of up to 120 MW of PV and 180 MWh of storage and
continue developing a pipeline of external projects in southern
Africa;
– Continue scaling up our electrolyte rental product, both with new
46
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Discussions for the construction phase funding of Lemur’s power
projects are ongoing with the Development Bank of Southern Africa,
which is the Mandated Lead Arranger (MLA) for the project.
Furthermore, Lemur remains in discussions with potential strategic
partners, funders, and the Government of Madagascar on the
implementation of the project.
THE PQ IRON & TITANIUM PROJECT
The PQ Iron & Titanium Project is a multi-commodity project which
forms part of the Mokopane Project, located 45 km north northwest
of the town of Mokopane in Limpopo Province, South Africa.
Both projects are based on the same licence area as Mokopane,
where there is a mining right held by Pamish Investments No. 39
(Pty) Ltd (Pamish). Bushveld Minerals currently owns an effective
controlling interest of 64 per cent in the PQ Iron & Titanium and PQ
Phosphate projects. While the mining right is subject to Mining
Charter ll regulations, the Company is committed to adopting Mining
Charter III regulations in respect of host community and employee
shareholding requirements. Therefore, a five per cent share for these
stakeholders will be vendor-financed and repaid from future
proceeds from the mine. Bushveld Minerals’ interest in the PQ Iron &
Titanium Project and PQ Phosphate Project will accordingly reduce
from 64 per cent to 60.8 per cent, while Izingwe’s shareholding will
reduce from 36 per cent to 34.2 per cent.
Post year end, Pamish has further committed to allocate an
additional five per cent to an Employee Share Ownership
Participation Scheme once the mine is operational, which will result
in Bushveld Minerals ultimately holding 57.6 per cent and Izingwe
32.4 per cent.
Progress to date has been limited to understanding the economic
parameters necessary for success and how these projects can be
configured in line with the Company’s approach towards developing
projects. No further work is planned on these projects while the
Company advances its vanadium platform.
AfriTin Mining Limited
On 27 September 2021, the Company announced the sale of its 4.76
per cent shareholding in AIM-listed Afritin Mining Limited, an African
mining company with a portfolio of tin assets in Namibia and South
Africa and realised a total of approximately US$3.5 million. The
proceeds of the sale were used for general corporate purposes.
contracts and off-balance sheet financing to support the
contracts; and
– Support CellCube, together with the other shareholders of EHL,
to enable it to capitalise on the rapidly-growing global energy
storage market.
Total capital expenditure for 2022 is estimated at circa US$8.1
million, with most of the cost associated with growth initiatives.
NON-CORE INTERESTS
Additional investments in coal, coal-to-power and tin
Coal – Lemur Holdings
Lemur Holdings (Lemur), a wholly owned subsidiary of Bushveld
Minerals, is developing an integrated power project, the Imaloto
Power Project, in the southwest of Madagascar. According to the
2019 CPR update, the project boasts a 136 million tonne coal
resource. The project also consists of an initial 30 MW (scalable
to 60 MW) mine-mouth coal-fired power station and over 500 km
of a 138 kV transmission line.
The Imaloto Power Project is in its advanced stages of development
with most of the key studies complete and key agreements in place.
In 2018, Lemur executed a binding 30-year 25 MW Power Purchase
Agreement with the state-owned utility, JIRAMA, as well as a
concession agreement with the government of Madagascar, which
gives it the right to build, own, operate and supply 60 MW of power,
as well as build the transmission line. Lemur has four exploration
permits and one exploitation permit for the coal mine, covering a
total area of about 81.25 square kilometres. The mine will supply
all the coal required by the power plant.
Lemur’s energy projects are strategically located in the least-
developed but mineral-rich southern region of Madagascar, which
currently does not have a power grid and is almost entirely powered
by isolated generators. In addition to substantially increasing the
generation capacity in Madagascar, the initial capacity of electricity
supplied by the Imaloto Power Project will provide baseload power
and form the basis for a power grid for the region.
Progress Update
The travel restrictions imposed in Madagascar since the beginning of
the COVID-19 pandemic in March 2020 had a negative impact project
development activities. Notwithstanding the travel restrictions, Lemur
completed all the field studies, including confirmatory drilling for the
Imaloto coal mine during 2021. Among the key field studies concluded
are the mine’s Definitive Feasibility Study (DFS), the Environmental and
Socio-economic Impact Assessment (ESIA) and the Environmental and
Social Management Plan (ESMP).
In addition to the coal power project, in 2021, Lemur converted 30 MW
out of the total granted generation capacity of 60 MW to solar energy
generation. The resulting solar plants will be located along the
transmission line route. Lemur is currently conducting the technical
feasibility and environmental studies for the solar project. The solar
generation plants will be developed in parallel with the coal power
project and will offset the Imaloto project’s carbon footprint.
It is important to note that the submission of the environmental permit
application to the Malagasy Environmental authority (O.N.E) is pending
the conclusion of the environmental studies relating to Lemur’s solar
project.
Annual Report and Financial Results 2021
47
Principal Risks
Principal Risks
Nature of Risk
Risk Owner
Risk Rating
Mitigating Action
Risk Rating:
Economic
Strategic
Operational
1. Funding of
Working Capital
and Debt
Global market volatility affecting
demand and commodity prices:
− A significant decrease in
vanadium commodity prices
− Adverse changes in global
demand
Executive
Committee
(Exco)
− Disrupted domestic and
international logistics channels,
including effects of COVID-19
− Growing trade protectionist
policies in key markets
Volatile exchange rate
− Significant strengthening of the
Exco
exchange rate
Exco
Going concern may materialise in
event of:
− Missing budgeted production,
sales and costs
− Depleting cash resources due to
debt servicing
Breach of Vametco debt covenants
levels
Finance
Director
− Managing operations efficiently and cost
effectively.
− Commodity prices monitored on a regular
basis.
− Significant portion of Bushveld sales are frame
contracts ensuring sufficient level of
production is on off take.
− Operational flexibility enabling a wide
spectrum of vanadium products and
developing a broad global market strategy.
− Global vanadium market movements
monitored on a daily basis – arbitrage pricing
differences across markets and products.
− Reducing surplus finished goods stock levels to
generate additional cash.
− Maintaining minimum stock levels and
managing inventory levels at various global
warehouses.
− Careful pre-planning of product shipping and
identification of multiple export channels.
− Close and regular monitoring of international
legislation.
− Diversification of products and targeted
international markets.
− Proactive engagement of policy makers in high
priority markets.
− Managing our operations to the lowest cost levels
possible.
− Current and forecast exchange rates monitored
daily.
− Hedging considered as a mitigating strategy
should exchange rates fall below specific
thresholds.
− Robust budgeting processes and regular
monitoring of performance against budget.
− Cost containment measures and controls in
place and prioritisation of expenditure.
− Funding options reviewed and alternate
funding mechanisms proactively explored.
− Regular dialogue with debt funders.
− Regular monitoring of working capital
requirements and expenditure in relation to
debt covenant compliance.
− Regular communication with lenders.
− Taking proactive corrective measures ahead
of potential covenant breaches, including
considering alternate funding options and/or
covenant waivers.
48
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Nature of Risk
Risk Owner
Risk Rating
Mitigating Action
Risk Rating:
Economic
Strategic
Operational
2. Operational
Performance
Director:
Operations
− Unplanned plant and equipment
breakdowns causing production
delays
− Quality of Vanchem feedstock
− Vanchem Kiln 3 production targets
not met as a result of ramp-up
challenges
Director: HR/
Director:
Operations
− Unprotected strikes and
community protest action
− Legacy issues with labour unions
may lead to unprotected industrial
action
− Unreasonable demands to by-pass
procurement policies and
processes to favour non-qualifying
suppliers/service providers from
the community
− Unreasonable demands to employ
community members where no
vacancies exist or where no
suitable candidates from the
community are identified
Plant and infrastructure maintenance
backlog
Director:
Operations
− Regular monitoring and constant review of
plan versus actual.
− Prioritised and revised plant and equipment
maintenance strategy in progress.
− Daily monitoring and proactive response to
breakdowns.
− Emergency repairs and maintenance teams
mobilised and prioritised.
− Capital allocated for refurbishment and
maintenance.
− Quality control introduced through dry-
magnetic separator for the Upper Seam.
− Management monitoring and supervision.
− Pro-active stakeholder strategy in place
resulting in frequent consultations and
engagement with stakeholders, including
communities.
− Continue embedding a partnership culture and
pro-actively engage the union stakeholders, in
line with our Employee Relations strategy.
− Addressing legacy and historical practices with
organised labour.
− Finalise long-term wage agreements.
− Capital prioritised for refurbishment and
maintenance of plant and equipment.
− Plant and infrastructure maintenance
prioritised during stay in business planning.
− Planned annual plant shutdown executed and
conduct routine maintenance and repairs.
Reactive asset maintenance and
scheduling
Director:
Operations
− Asset management strategy being developed.
− Asset register in place.
Increased costs
3. Licence
to Operate
Compliance with Mining Charter III
Transitional Plan and MPRDA
Director:
Operations
Director:
Strategy and
Corporate
Services
− Cost-focused steering committee to monitor
and control cost items.
− Dedicated procurement programme that
prioritises contract spend over free spend.
− Building trusted relationships with
stakeholders, including host communities.
− Stakeholder engagement strategy in place.
− Regular engagement with DMRE relating to the
implementation of the Social and Labour Plan.
Annual Report and Financial Results 2021
49
Principal Risks continued
Nature of Risk
Risk Owner
Risk Rating
Mitigating Action
Risk Rating:
Economic
Strategic
Operational
4. Talent
Exco & HR
Director
− Inability to retain and recruit talent
among non-bargaining unit staff in
light of highly competitive
remuneration packages in the
market as well as wider work life
balance choices post the
pandemic
5.
Environmental,
Social and
Governance
Compliance with legislation:
− Mokopane Project Water Use
Director:
Operations
Licence application not lodged
− Mokopane Project not commenced
mining after one year of mining
right granted, including
outstanding DMRE approval for
extension
− Vanchem Water Use Licence
lapsed February 2022
Lack of governance frameworks and
policies
Non-compliance with Minimum
Emission Standards (MES) at
Vanchem and Vametco
Director:
Legal,
Governance &
Compliance/
Finance
Director
Director:
Operations
Ground water pollution
Director:
Operations
− Continue embedding the Group-wide culture
programme and our values as part of
establishing the Bushveld way across the
operations.
− Talent management and succession planning
is being integrated into the business and looks
at Group-wide talent.
− Continuously reviewing our working model to
improve our hybrid work model where practical
to do so.
− Review and communicate our employee value
proposition.
− Benchmarking of compensation against the
market on an annual basis to understand any
gaps in compensation.
− Ongoing engagement with communities.
− Ongoing engagement with DMRE.
− Ground water feasibility to be conducted to
determine ground water availability.
− Application for non-compliance with MPRDA
Section 25 lodged with DMRE.
− Amendment and renewal of Vanchem Water
Use Licence to the Department of Water and
Sanitation has been completed. Awaiting
Department response on the application.
− Corporate Governance Framework being
developed.
− Regulatory Compliance Framework in place.
− Kiln off gas system has been installed and
commissioned.
− Application lodged for postponement to
comply with MES for Vanchem and awaiting
National Air Quality Officer response.
− Maintenance of pollution abatement system.
− Ongoing stack monitoring to monitor
compliance with MES and/or Atmospheric
Emission Licence.
− Ground water pollution modelling completed.
− Ongoing monitoring of ground water quality.
− Capital plan to implement ground water
remediation plan for Vametco.
− Multi-stakeholder engagement to address
ground water remediation at Vanchem.
− Lining of trenches transporting hazardous
spillages into storage dams.
− Operate pollution plume boreholes at
maximum capacity – net increase in water
balance at Vametco.
50
Annual Report and Financial Results 2021
Nature of Risk
Risk Owner
Risk Rating
Mitigating Action
Risk Rating:
Economic
Strategic
Operational
Business
Overview
Governance
Financial
Statements
Supplementary
Information
7. Develop
Products for
Energy
Transition
Slow pace to develop products to
demonstrate proof of concept fast
enough to respond to the energy
transition in time
Bushveld
Energy – CEO
8.Safety
Compliance with safety and
health processes and protocols
Director:
Operations
− Insufficient plant maintenance
contributes to an unsafe workplace
and increased safety incidents
Director:
Operations
− Noncompliance with Tailings
Storage Facility Factor of Safety
(FoS) at Vametco
9. Electricity
Supply and
Fuel Costs
10. Global
Pandemic
Prolonged
Unstable electricity supply from Local
Municipality specific at Vanchem
Director:
Operations
Eskom grid constraints, load-
shedding, rising diesel costs for
running of generators
Risk of COVID-19 infections
and emerging variants
Exco
China’s “zero-COVID” policy is leading
to hard lockdowns in world’s biggest
vanadium market, thus negatively
impacting prices
Exco
− Ability to achieve financial close and raise third
party funding for Vametco mini-grid
− Regular review of the market and continual
raising of awareness.
− Regular monitoring of the products.
− Partnership strategy that reduces the cost and
risk to the Group while increasing the number
of participants in the technologies and
products supported by the Group.
− Rigorous safety and health protocols
implemented and observed.
− Continuous monitoring of leading and lagging
indicators.
− Rigorous pre-employment medical
examinations, pre-entry medical examination
of contractors, continuous medical
examination and exit medical examination by
Occupational Medical Practitioner.
− Safety given high priority in performance
targets of all staff.
− Increased safety awareness and campaigns.
− Regular and continuous safety briefings
communicated.
− Safety protocols strictly maintained and
adhered to.
− Improved adherence to maintenance plans.
− Install central penstock to improve pool/beach
control.
− Implement recommendation of the Tailings
Storage Facility FoS report.
− Plans to construct Buttress design during
2022.
− Engagement with Eskom and government to
create a direct Eskom supply.
− Stand-by generators and counter measures in
place in the case of load-shedding.
− Development of self-generation options,
including on-site energy storage for all
facilities.
− Strict enforcement and monitoring of
COVID-19 government regulations by
COVID-19 Task Team.
− Significant decrease in national infection rates
since January 2022 due to government-
imposed safety protocols.
− Continuous communication by leadership
encouraging vaccination.
− As herd immunity kicks in, restrictions will be
eased over time
Annual Report and Financial Results 2021
51
52
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Sustainability
Sustainability – Value Beyond Compliance
1. ESG STRATEGY
Overview
In 2021 Bushveld Minerals developed a comprehensive
Environmental, Social and Governance (ESG) strategy with clear
performance indicators to guide its efforts to build sustainable
development capability and ensure that ESG considerations are
integrated into all of its business decisions. It builds on and
complements the work undertaken related to the development
of an Environmental, Social and Governance Management
System (ESG-MS).
The purpose of this ESG strategy, which is aligned to the United
Nations’ Sustainable Development Goals (SDGs), is to ensure the
Group continues to protect and create value for all shareholders
and stakeholders. The strategy is underpinned by a materiality
assessment that identified the key ESG issues and opportunities
that were most likely to affect the company’s holistic business
performance both now and in the future. It covers Bushveld Minerals
and its holdings in Vametco, Vanchem and Bushveld Energy but
excludes Lemur Holdings.
Key ESG topics identified
The identification of the key ESG topics was informed by the
company’s current realities and future ambitions and were based on:
(1) The Materiality Assessment conducted, (2) Bushveld’s Annual
Report (2020), Corporate and Sustainability Strategies, publicly stated
ambitions, as well as other documentation that was shared with the
IBIS team, and (3) The “E”, “S” and “G” strategy workshops, and
various internal interviews that were held between July to September
2021. This assessment helped to inform the baseline created, address
any identified gaps, and articulate the necessary ESG goals.
Governance
Offensive
1. Regulatory
compliance
2. Governance
& Ethics
3. Transparency
(Reporting)
Environmental
Social
Ambition
Offensive
Priorities
1. Climate action
2. Energy
supply and
consumption
3. Water Security
4. Managing &
Minimising
Waste
5. Sustainable
Closure
6. Biodiversity
7. Air emissions
Offensive to
Transformative
1. Inclusive
employment,
procurement
and value
creation
2. Community
engagement
and wellbeing
3. Workplace
health & safety
4. Labour
Management
Plan
Bushveld Minerals’ ESG Strategy Journey
In order to account for current realities and available resources,
the ESG Strategy has been divided into two phases. The first phase
(2021-2025) is mainly focused on compliance issues and ensuring
alignment/standardization of practices across the business. While
the second phase (2026 onwards) is more focused on setting and
achieving more ambitious ESG targets (aligned to current and future
market expectations as well as the emerging competitor landscape).
However, the Group intends to remain responsive to emerging
market conditions, requirements and opportunities, and recognises
that certain aspects of the more ambitious second phase may
materialise sooner.
Phase 1 –
Evaluate & Formulate
Deliverable
– A materiality
assessment
– An ESG Strategy &
Implementation Plan
(RoadMap)
– An ESG Report
Template with
recommended KPIs
SHORT TERM (2021-2022)
MEDIUM TERM (2023-2024)
LONG TERM (2025 AND BEYOND)
Journey shows movement from compliance to transformative
Phase 2 – Compliance & Alignment
– Reducing ESG risks and liabilities
– Completion of draft ESG policies and
frameworks
What does it mean practically?
– Most urgent areas of non-compliance
are addressed
Phase 3 – Compliance, Alignment &
Implementation
– ESG risks and liabilities reduced
– Opportunities identified
What does it mean practically?
– Actions implemented and tracked
– Baselines used to measure and
– Draft ESG policies, procedures and
drive performance
frameworks are finalised
– Systems, policies and processes are
– Co-ordination of ESG issues across the
embedded
Phase 4 – Embed & Transform
– Sustainability part of organisation’s
DNA
– Business model reinvention
What does it mean practically?
– New markets identified and leveraged
– Automated systems for management
– Sustainability awards and recognition
– Impact measurement and monitoring
– Partnerships to drive sustainability
organisation are agreed upon
– Alignment of ESG strategy to the
corporate strategy (currently under
development by the Bushveld
leadership team)
– Sustainability KPIs embedded in all
job roles
– Co-ordinated external stakeholder
engagements
– Annual external ESG reporting
– ESG capacity building and training
Annual Report and Financial Results 2021
53
Sustainability continued
Alignment to sustainable development goals (SDGs)
The SDGs below are most applicable to Bushveld’s ESG Strategy
journey. It is important that the Groups contributions to the SDGs
be evaluated regularly to ensure they are still applicable and
reflective of the business’ operations and priorities.
SDG
Bushveld’s contribution to the SDG
Clean water and Sanitation
– Bushveld has a number of ongoing water monitoring, water efficiency and water recycling/recovery
initiatives and is looking to provide excess purified water to communities
– These initiatives relate to Targets 6.3 and 6.4
Affordable & Clean Energy
– Given the importance of battery storage solutions for renewable energy projects, as well as Bushveld
Energy’s battery manufacturing operations and investments there is link to SDG Target 7.2.
Decent Work and Economic Growth
– The Bushveld Group creates jobs that are compliant with the sector health and safety standards,
and this is aligned to SDG 8.5
– Bushveld has also developed Social & Enterprise Development initiatives, as well as preferential
procurement policies that support SDG 8.3
Industry, Innovation & Infrastructure
– Bushveld Energy’s facility which will make electrolyte for vanadium flow batteries in the Eastern Cape,
directly supports SDG 9.2 through its local industrialisation efforts
Responsible Consumption & Production
– Bushveld Group has implemented a number of mineral and non-mineral waste management initiatives
and plans to take further action in this space. This supports SDGs 12.4 and 12.5
– Given Bushveld Group has started reporting on its ESG matters and intends to launch its first
sustainability report for 2021 next year, this contributes to SDG 12.6
Climate Control
– The Bushveld Group tracks and monitors its emissions and will continue to look for ways to improve its
operations. This supports SDG Target 13.2
ESG Management System
In addition to the ESG strategy and road map that has been
developed, the Group has also developed an ESG management
system, which is in line with the International Finance Corporation
(IFC) Performance Standards. It also incorporates the requirements
of the ISO 14001:2015 Environmental Management Systems and
ISO 45001:2018 Occupational Health and Safety Management
Systems to facilitate future alignment with these standards and
certification at an operational level. Collectively, the ESG strategy
and management system will assist Bushveld and its operations
to meet its obligations in a systematic and structured framework.
2. SAFETY AND HEALTH
Bushveld Minerals recognises that the safety, health and well-being
of employees and communities is key to achieving its long-term
success. Our approach to safety and health is risk-based, starting
with a Baseline Risk Assessment, moving to an Issue-based Risk
Assessment, and then to a Continuous Risk Assessment, which
includes lagging and leading indicators.
Our guiding principle is zero tolerance for deviations from safety
regulations, whether by our own employees or contractors. We have
instilled a work culture based on behavioural management that views
health and safety as of paramount importance.
Our commitment to safe production has been illustrated through
our efforts to become compliant with industry-leading standards.
In 2021, we furthered our progress in complying with the Quality
Management System aligned to ISO 9001:2015 requirements.
At the time of writing the certification audit was underway. Moreover,
the Group intends to have both Vanchem and Vametco operations
Occupational Health and Safety Management Systems certified as
per ISO 45001: by the end of 2023.
Training is directed at making sure our employees not only work
responsibly for their own well-being, but also look out for their
colleagues’ health and safety. Our safety drive entails visible
leadership and behavioural change coaching, inspections and training
programmes that are conducted on site by both management and
employees. We believe that measuring ourselves against industry
leading practices and implementing good health and safety systems
and conditions will keep us in the forefront of the industry.
54
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Safety
Bushveld Minerals’ priority is the safety and well-being of all
employees and contractors. Our commitment to safe production
was illustrated in 2021 not only by the fact that we maintained a
zero fatality record but also the number of reported injuries declined
to 18 in 2021 compared to 34 in 2020. The Total Injury Frequency
Rate (TIFR) improved from 16.06 in 2020 to 7.78 in 2021 due to
decreased number of incidents recorded and our continued efforts
to eliminate injuries.
Our improving safety performance is in part due to the safety stand
downs that are conducted after each reported injury and lessons
learned from the investigations are shared in the group to prevent
repeat incidents.
Safety indicators for the Group are show below:
Safety Indicators
Category
Injuries
Lagging Indicators
Incidents
Authority Instructions
Safety Indicators
First aid cases
Medical Treatment cases
Fatalities
Total Recordable Injury
Lost Time Injury
Time lost
LTIFR
TIFR
Critical Incidents
High Potential Risk Incidents
Near Miss incidents reported
Section 55 Directives
Section 54 Directives
Vametco
Vanchem
Bushveld
Minerals
8
9
0
17
0
0
0.0
8.62
0
3
0
2
0
0
0
0
2
2
6
4.37
4.37
0
0
0
0
0
8
9
0
19
2
6
1.07
7.78
0
3
0
2
0
Bushveld Vametco’s safety performance for 2021 and 2020 was zero
fatalities and zero lost time injuries. There were zero fatalities & zero
LTI in 2020. The Total Injury Frequency Rate (TIFR) improved from
18.42 in 2020 to 8.62 in 2021.
Bushveld Vanchem recorded zero fatalities and two lost time injuries
in 2021 compared to one in 2020. This caused an increase in the
LTIFR rate from 2.63 in 2020 to 4.37. The TIFR also decreased from
5.26 in 2020 to 4.37 in 2021.
Health
Health Metrics
Our employees’ health and wellness is of paramount importance
as such chronic monitoring, Tuberculosis screening and HIV/AIDS
voluntary counselling and testing is conducted at our on-site
and off-site Occupational Health Clinics. There were no TB,
Pneumoconiosis or any respiratory disease cases reported in 2021
and 2020.
Health metrics
Category
Health Indicators
Vametco
Vanchem
Occupational Diseases
Total Occupational diseases
COVID-19
New “Other” cases
New Noise induced hearing loss cases
New Respiratory diseases
Positive Cases
Fatalities – COVID-19 related
Non-occupational Diseases
1
1
0
145
5
20
0
0
0
53
0
1
Bushveld
Minerals
1
1
0
198
5
21
In 2021 one noise induced hearing loss (NIHL) case and 21 non-
occupational diseases were reported in the Group compared to 2020,
where zero NIHL and three non-occupational diseases were reported.
COVID-19 Response
The COVID-19 pandemic continued to have an impact on our
employees and business generally in 2021. The Group recorded 198
new COVID-19 positive cases in 2021, a significant increase in cases
compared to the total of 51 COVID-19 positive cases recorded the
previous year. It is with sadness we report that, during the second
and third waves in January and July 2021, respectively, five of our
colleagues lost their lives to COVID-19 related illness. All five
employees worked at the Vametco operation. Our deepest
condolences to the families, colleagues, and friends of our
departed colleagues.
Annual Report and Financial Results 2021
55
Sustainability continued
COVID-19 vaccination drives were conducted in partnership with
the Department of Health and Impala Platinum. Employees were
encouraged to vaccinate through regular awareness and education
initiatives. These are ongoing efforts to get as many of our employees
vaccinated. While Bushveld Minerals supports COVID-19
vaccinations, we recognise that this is a personal choice and
thus remains voluntary. As at the end of 2021, 41 per cent of
Vametco employees and 66 per cent of employees at Vanchem were
vaccinated for COVID-19, which include contractor employees.
Various measures continued to be implemented to prevent, mitigate,
monitor, and control the risks posed by the pandemic. Personal
protective equipment, thermometers and sanitisers were provided
to employees. To ensure the health and safety of all employees,
self-monitoring and reporting were encouraged. Employees with
COVID-19 symptoms were urged to stay at home and consult a
medical practitioner for testing and further treatment. Employees
who tested positive were followed up to ensure they received
treatment and support. Contact tracing was conducted to identify
those who may have been exposed and isolate them.
Screening of all employees entering the workplace continued while
social distancing was encouraged. Regular cleaning and disinfecting
of workplace surfaces were maintained. COVID-19 Marshalls/SHE
Representatives assisted with monitoring and enforcing the health
and safety protocols within their work teams. Where practical,
employees were also permitted to work from home to reduce the
number of employees in the workplace.
The COVID-19 Task team continued to monitor the situation,
assisting the Group to navigate through this pandemic and ensure
business continuity and focus.
56
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
3. ENVIRONMENT
Bushveld Minerals’ environmental strategy is centred on compliance
with various environmental laws and regulations (national, provincial
and local) and alignment with international standards, including the
IFC’s environmental and social performance standards and the
ISO 14001:2015 Environmental Management system.
Annual environmental performance assessment audits are
conducted by an external environmental specialist and by
regulatory authorities. They consider the Group’s compliance with
the conditions of the Environmental Management Plan (EMP)
and the mine’s environmental authorisations. Environmental legal
compliance audits were also performed by an independent specialist.
No major findings were reported from any of these audits and no
environmental penalties were imposed by the regulatory authorities.
Status of Environmental operating licences/
authorisations and compliance
Bushveld Mineral’s aims to comply with all relevant legislative and
regulatory requirements including other international standards.
We are pleased to report that, in 2021, the Company was awarded
a number of licences, Environmental Authorisations by various
government bodies and certified ISO 14001:2015 at Vametco
operation. All these ensures that our operations are fully compliant
with South African legislation. These are detailed in the table below:
Vametco
Vanchem
Integrated Environmental Authorisation (IEA)
In 2021, Vametco was issued with an Integrated Environmental
Authorisation by DMRE.
– The Authorisation replaces the 1998 Record of Decision issued in
terms of the repealed Minerals Act of 1991 and ensures alignment
of Vametco’s activities with modern legislations and regulations
such as NEMA and NEMWA.
– The authorisation allows for phase 3 expansion projects inclusive of:
• additional TSF to store 28.7 million tons,
• Calcine Dump expansion to store additional 8.9 million tons,
• additional Waste Rock Dump to store 5.9 million cubic metres,
Environmental Authorisation (Basic Assessment (BA))
– On 09 September 2021, Vanchem was issued with an Environmental
Authorisation to allow for the construction of 120 m³ storage
hazardous tanks at the chemical plant.
and
• additional Barren Dam to store 104 megalitres of barren solution.
Air Emission Licence (AEL)
The AEL is now valid until August of 2026.
– In October 2021, Vametco’s AEL was amended to align the
Boiler emissions to the Minimum Emissions Standards.
•
In November 2021, an AEL compliance inspection was
conducted by the Licencing Officer and no non-compliance
issues were raised.
Water Use Licence (WUL)
Vametco Water Use Licence is valid until April 2037.
– An amendment to the licence was, at the time of writing,
underway to align with Phase 3 expansion projects.
Air Emission Licence (AEL)
The Provisional Air Emission Licence (PAEL) issued to Vanchem main
plant expired in August 2021.
• While the renewal licence application was lodged timeously,
the Licensing Authority had not issued a renewal AEL by the
time of writing. It is important to point out that all compliance
inspections were conducted by the Licencing Authority and
culminated into a draft AEL being issued in November 2021.
The finalisation of this process remains a priority for the 2022
reporting year.
Water Use Licence (WUL)
– Vanchem Water Use License expired in February 2022.
– Vanchem initiated a license renewal consultation meeting with the
Licensing Authority in April 2021.
• A follow-up meeting was held in October 2021, wherein DWS
issued a list of requirements that should be submitted by
Vanchem in support of the application for renewal.
• Currently the renewal application is undergoing public review
(60 days, until 20 July 2022).
Waste Management Licence (WML)
– The Vanchem Calcine and TSF operates under the WML which is
valid until August 2029.
• Permission to commence with dumping on the DWF extension
was granted by DFFE in March 2022.
Annual Report and Financial Results 2021
57
Sustainability continued
Environmental incidents
In 2021, Bushveld Minerals recorded a total of 24 environmental
incidents, out of which only two were classified as significant
compared to 13 environmental incidents, of which one was classified
as significant incident and reported to the authorities. No
environmental directives or fines for non-compliance were issued to
either operation in the period under review.
Summary of Significant Incidents reported in 2021
Incident Type
Vametco
Vanchem
Total
Minor Environmental Incidents
Significant Environmental Incidents
Major Environmental Incidents
Environmental Directive/Order
Fines for non-compliance
20
1
0
0
0
2
1
0
0
0
22
2
0
0
0
Incident Location Description of Incident
Key Learnings
Vametco
On 14 January 2021, the Barren tank storing
Barren liquor failed and released all content
(354 m³). The released content flowed into the
stormwater dam located downstream of the plant.
The released Barren liquor rainfall received
during the time of the incident (20 mm) resulted
into an overflow of the stormwater dam and
ultimate discharges of 5,441 m³ of polluted
water beyond the mining footprint.
Continuous rainfall inhibited immediate mop-up
or clean-up.
– Improve control of Storm Water Dam (SWD)
freeboard during dry season to create
adequate capacity to accommodate wet
season and accidental spillages.
– Ensure fit for purpose design of the
hazardous material storage facilities, taking
into account saline and corrosive nature of
the material to be stored.
– Ensure hazardous material storages have
adequate bunding to contain spillages in the
event of failures.
Status of corrective actions
Investigation report was
communicated to DWS
and DMRE.
All actions were
successfully closed out.
Vanchem
Storm Water Dam overflow resulting in
discharge of polluted water following
rainfall event.
– Sizing of the dam in accordance to
catchment it is serving is vital.
– One kiln operation out of three limit the
Business Unit evaporative capacity,
hence overflow.
Incident was reported
to DWS, and mitigation
measures implemented.
Energy management and climate change
The table below summarised fuel consumption per source at
Vametco and Vanchem:
2021 Energy Consumption
Unit
Vametco
Vanchem
Total Energy
Consumption
Electricity (ESKOM)
Sasol Gas
LPG bulk
Total Synthol Fuel
(Heavy Fuel)
Pea Coal
Duff Coal
LPG Cylinder
(48 kg/cylinder)
Acetylene
(13.6 kg/cylinder)
Diesel
# = no data, n/a = Not applicable
MWH 86,685 30,605
47,056
n/a
n/a
110
GJ
Kt
117,290
47,056
110
KL
Kt
Kt
Kt
Kt
KL
570
12
21
1.2
2
2,452
n/a
19
14
#
0.6
224
570
31
35
1.2
2.7
2,676
In 2021, Bushveld Minerals Group developed a Climate Change
Procedure which is aligned to the International Finance
Corporations’s (IFC) ESG Performance Standard 3 dealing with
Resource Efficiency and Pollution Preventions. The procedure seeks
to ensure that, in 2022, each operation develops a Greenhouse Gas
(GHG) emissions reduction plan that include the following:
– energy efficiency and carbon reduction assessments,
– the development and maintenance of an energy and GHG
emissions savings register, and
– the establishment of an energy and GHG emissions savings target.
58
Based on the 2021 energy consumption data, the table below
summarises GHG emissions for each operation.
2021 GHG Emissions
Tonne GHG/Total
products
(Nitrovan/
Chemicals (V205)
Vametco
Vanchem
Totals
CO2-eq
CH4
104,339
1.02300
90,200
0.97000
194,538
1.99300
N2O
1.44100
1.39000
2.83100
Below is a summary of tons emitted per ton of product produced
between the two business units:
GHG
Emission
Type
CO2-eq
CH4
N2O
Vametco
Vanchem
Emission/Ton of
product produced
(Nitrovan)
Emission/Ton of
product produced
(Chemical Products)
39.41
0.00039
0.00054
46.23
0.00050
0.00071
Water management
Water management is integral to the Group’s licence to operate.
Compliance with the requirements of the Group’s Water Use Licence
is a priority.
Given the vital importance of water to the functioning of our
operations, we have a robust system of water accounting in place
at Vametco. At the time of writing a similar system was under
development for Vanchem.
Water intensity
In 2021 Vametco Business Unit achieved water intensity of 1.8 as
opposed to Vanchem 2.2 Kl/tonne of ore milled.
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
FY2021 Water Intensity
Pollution Plume Abstraction (ML)
2.2
1.8
)
d
e
l
l
i
m
e
n
n
o
t
/
l
K
(
4.5
4
3.5
3
2.5
2
1.5
1
0.5
0
Vametco
Vanchem
Water withdrawals
The Group used/ consumed a total of 2,947 ML in 2021. Out of this
total, about 1,491 ML/51 per cent of water was fresh/new
augmentation. A table below provides the various sources of water
and quantities withdrawn.
2021 Water Withdrawals from Resource (ML)
800
700
600
500
400
300
200
100
L
M
240
498
580
0
Third Party
Purchased Water
(Waterboard/
Municipal)
Mine
Dewatering
(Ground
Seepage)
Vametco
Vanchem
97
Borehole –
Potable
Purpose
76
Borehole –
Plume
Remediation
Water Discharge
A total of 261 ML of water was discharged from Vametco in 2021,
with only 1 per cent of the discharged water comprising dirty water
from dirty circuits, with the remaining 99 per cent discharged from
the clean circuit. This was influenced by climatic conditions such as
rainfall and occurrence of extreme weather events.
To ensure safe continuation of work, the business unit risk mitigation
strategy also allows for a controlled release of water as a last resort,
and this is also provided for in the Water Use Licence.
2021 Source of Water
Unit (ML)
Vametco
Vanchem
Water Discharges
Dirty – Stormwater
dam
Clean circuit
# = data not available
ML
ML
2.4
259
#
0
Total
261
2.4
259
L
M
Groundwater pollution plume remediation
Vametco Water Use Licence point out to the existence of historic
groundwater pollution plume which should be managed through
series of interceptor or scavenger boreholes. Below is the
performance of scavenger boreholes against WUL set targets:
L
M
250
200
150
100
50
0
76
47
44
FY2019
FY2020
FY2021
Actual Abstraction
WUL Target
The performance of pollution plume abstraction boreholes failed to
meet the minimum abstraction threshold provided for in the WUL
over the past three financial years, with FY2021 being the worst year
by retaining on 44 ML.
On 18 June 2021, an aquifer analysis on each pollution plume
borehole was concluded and the analysis report revealed that:
– five boreholes out of nine were using a smaller pump with a yield
of 1.2 l/s (litre per second) hence they were unable to withdraw
enough water out of the well,
– the boreholes were only operated during dry season and remain
shut or dormant during wet season as they are deemed to be
contributing to net positive water balance, and
– two of the boreholes have caved in, while two others are dry and
require replacement.
On the back of these observations, Bushveld aims to purchase and
install pumps with minimum yield of 4 l/s on the five boreholes, and
to redrill four replacement boreholes in 2022.
Water recycling
The Group manage to recycle or reuse a total of 1,195 ML of water in
FY2021, and this equates to total reuse/recycling efficiency of 41 per cent.
Water Recycling/Reuse (ML)
1,200
1,000
800
600
400
200
0
TFS / Calcine
Toe drain
Stormwater
Sewage
effluent
Vametco
Vanchem
Vanchem business unit achieved 29 per cent recycling efficiency,
whilst Vametco achieves an impressive 49 per cent recycling
efficiency.
Annual Report and Financial Results 2021
59
Sustainability continued
Air quality and environmental dust fall-out
Stack Sampling: AEL Compliance
Sampling Point
AEL Limit (mg/Nm3)
Kiln Stack
MVO Stack
Precipt Stack
Nitrovan Stack
Boiler 1 & 2 Stack
Boiler 3 Stack
PM
SO2
NH3
PM
SO2
NH3
PM
SO2
NH3
PM
SO2
PM
SO2
PM
SO2
50
1,200
30
50
1,200
30
50
1,200
30
50
1,200
250
2,800
250
2,800
May-20
592
2,788
0.2
48
–
0.0
18
134
0.0
179
–
226
635
–
–
Nov-20
88
1,902
0.2
97
0.3
0.1
60
–
0.0
140
–
–
–
391
357
May-21
Nov-21
Comment
50
90
0.2
46
–
0.1
41
–
0.0
155
2
224
266
334
536
195
554
Does not comply
Complies
21.3
Complies
217
Does not comply
336.8
Complies
3.4
46
Complies
Does not comply
–
Complies
0.0
Complies
442
Does not comply
12
Complies
–
–
–
–
Complies
Complies
Does not comply
Complies
Vametco Kiln, MVO, and Boiler 3 stacks do not comply to AEL
Particulate Matter (PM) emissions requirements. Capex is required
to refurbish or upgrade the current abatement technologies to meet
the AEL performance requirements.
Waste generation and management
The tables below provide breakdowns of waste types generated per
business unit during the 2021 financial year.
2021 Waste generation
Unit
Vametco
Vanchem
Total
While all other stacks sampled for emission compliance meet the
AEL and Minimum Emissions Standards (MES), Kiln 1 stack failed to
meet expected performance with regard to PM and SO2 emissions.
Sampled
Parameter
Date of
Sampling
Actual
(mg/Nm³)
PM
SO2
24-Aug-20
08-Dec-20
19-Aug-20
15-Feb-22
24-Aug-20
08-Dec-20
19-Aug-20
15-Feb-22
62
241
800
2,635
7,221
3,340
14,033
10,359
AEL Limit
(mg/Nm³)
50
22,331
Hazardous waste
(off-site disposed)
General waste
(Municipal landfill)
Sewage effluent disposed
(Municipal sewer system)
Hazardous waste – Mineral
tailings (Calcine)
Non-hazardous waste –
Mineral tailings (TSF)
Waste rock dumps
Recycled waste (aper)
Recycled waste
(Scrap metals)
Recent samples show deteriorating plant performance regarding
compliance to AEL emissions requirements. Should SO2 emission at
Kiln 1 default to the MES limit of 1,200 mg/Nm³, the plant would fail
to comply to AEL requirements.
Recycled waste (Rubber)
Recycled waste (Used Oil)
Boiler Ash – Community Brick
Manufacturing
Kt
Kt
17
148
0.4
0.7
17
149
ML
360
79
439
Kt
Kt
Kt
Kt
Kt
Kt
Kt
Kt
305
155
460
787
1,775
0.002
0.50
0.03
40
53
n/a
840
1,775
0
0.002
0.20
0
0
0.70
0.03
40
3.7
2.5
6
Considering this performance, Vanchem is to embark on a five-year
plant refurbishment CAPEX programme which will ensure the
refurbishment or upgrades of the current emissions abatement
technologies. This project schedule, however, requires approval
by the National Air Quality Officer within the Department of
Environmental Affairs as it will impact on AEL compliance.
Vanchem Main plant and Ferrovanadium plant were issued with AEL
valid until 2027.
Application for postponement to comply with MES has been lodged
with DFFE in January 2022 and awaits response.
During 2021, Bushveld Minerals generated a total of 3,726 kilotons
of waste, with mineral waste (Tailings, Waste Rocks, and Slimes)
constituting 83 per cent of the total waste generated, whilst 16 per
cent of waste ends up in off-site landfill disposal facilities (municipal
and hazardous landfill).
60
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Bushveld Minerals Group Total Waste Generated
(Kt)
1%
16%
83%
Mineral waste
Off-site landfill disposal facilities
Recycled waste
Mineral waste is managed internally and forms part of facility
closure planning.
Land and biodiversity management
Land and biodiversity management remains of the highest priority
since it enables the Licence to Operate. Of the 11,618 hectares of
land that the Group owns or manages, only 5 per cent of that has
been disturbed for operational activities.
Vametco
(Brits -North
West
Province)
Vanchem
(Witbank-
Mpumalanga
Province)
PAMISH
(Mokopane
-Limpopo
Province)
Total
Land Management
Unit
Total Land leased/
managed/owned Ha
1,508
82
10,029 11,618
Total Land
disturbed
Total Land
Ha
543
Rehabilitation
Ha
8
35
0
0
0
578
8
No land was rehabilitated in 2021 and as such substantial efforts
would be required from 2022 and beyond to ensure concurrent
rehabilitation is effected. Each business unit will need to develop
rehabilitation targets to reduce land disturbance footprint.
Annual Report and Financial Results 2021
61
Sustainability continued
4. SOCIO-ECONOMIC DEVELOPMENT
Bushveld Minerals desires to drive socio-economic development,
regulatory compliance and creation of value beyond compliance in
communities where we operate, whilst remaining commercially
competitive and delivering value to our stakeholders.
Competitiveness
Social Licence to operate
Access to quality local
service providers
Meeting compliance targets
Commercial advantages from supplier
and infrastructure developments
Employees benefiting from
development initiatives
Access to
quality skills
Sustainable profits
Relevant and feasible collaboration
and shared value opportunities
Trusted implementation partners
Alignment between compliance requirements
and community needs
Maintenance plan and commitment
in place when handing over
infrastructure
Greater impact and
legacy of collaboration
and shared value
Clear commitments and accountability
among stakeholders
Licence to operate
Recognition for successful
collaboration initiatives
Effective stakeholder engagement
Successful initiative
implementations
Responsible and efficient use of funds
Able to address ‘real’ community needs
Well functioning and
thriving communities
Measureable impact
Sustainable Social and Economic Impact
Social and Labour Plan
Vametco received approval of its 2018 to 2022 Social Labour Plan
from the Department of Mineral Resources and Energy in June 2021.
Post the approval, Vametco focused on streamlining all community
programmes committed for in the Social and Labour Plan. This was
to ensure that project scopes for all Mine Community Development
projects element of the SLP are finalized and the process to identify
service providers to assist with implementation of such projects kicks
off. Implementation of some Local Economic Development project
started in Q4 2021.
Learnerships: Learnership programmes are offered to both
employees and non-employees. In 2021, there were 35 non-
employee learners that were progressing on the three years
learnership programme as well as five employee learners. Trades
were ranging from: Fitting, Fitting and Turning, Electrical, Instrument
Mechanician, Rigging, Boiler-making and Diesel Mechanics. Despite
the disruption that the COVID-19 pandemic caused, they have all
managed to attend their due training towards the end of 2021 under
extreme pressure as the college was experiencing high rates of
quarantines.
The Company’s current focus is the implementation of the
committed projects in consultation with the municipality, beneficiary
communities and other relevant stakeholders. The process for
establishing the 2023 to 2027 SLP is already underway where
Vametco has outlined its strategic intent in community development
and is engaging relevant community stakeholders to submit their
community development programmes proposals for consideration
for the inclusion in the new SLP.
Human Resources Development
Human Resources Development (HRD) is one of the Group’s
important socio-economic goals. Bushveld Minerals invests in
developing the skills of its employees and members of the host
communities. The aim is to improve the quality of life of workers and
members of the community, while increasing their labour mobility
and prospects of employment beyond Bushveld Minerals.
The HRD programmes include learnerships, internships, bursaries,
portable skills and Adult Education and Training (AET). The HRD
programmes and achievements in 2021 is alluded below:
62
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Internships: out of eight internships on a two-year programme,
three of the learners were absorbed into permanent position while
they were still in internship programme which left five interns in the
programme for the year 2021. All these candidates came from the
surrounding communities receiving support in the following fields,
one Geology; one Finance; one Human Resources; one Chemical
Engineering and four in Analytical Chemistry. Two candidates were
kept on temporal positions in a way to assist them with experience,
even though their term has lapsed. The purpose was to keep them in
the loop until we find a way to absorb them into permanent positions
should opportunities arise.
Bursaries: out of the 23 candidates that were continuing from the
previous year which were allocated bursaries, only 20 candidates
were able to retain and continue with the bursary. Three learners
were studying in the Engineering field, one in Mining and the other
16 were in support services like Medicine, Accounting, Information
Technology, Geology, Law, Education, Chef, Counselling, Business
Administration, Sport and Excise Technology as well as Politics.
AET: This is an accredited curriculum offered to community
members and employees to promote literacy. It focuses on upgrading
English communication skills and numeracy. The curriculum ranges
from pre-AET to level 4 (NQF1). In 2021, there were 22 learners that
were continuing from the community recruitment, of which one was
in level 1; 10 were in level 2; 11 were in level 3 and only two
candidates were employees. We have experienced a good progress
with a satisfactory progress.
Local Procurement
Bushveld has since ringfenced some of the procurement
opportunities for local businesses. Such information was shared with
relevant structures as part of the procurement process which also
looked at encouraging local businesses to follow a set process
whenever they want to do business with the Company.
Further to this, Vametco looked at opportunities where local
businesses can be developed by “big” businesses to transact with
the operation opportunities emerge in future.
Nine employees benefited from the bursary system studying various
fields from different universities, and there were also six apprentices
who were also supported through their training courses for them to
be able to qualify for final assessments.
Post year end, the Group has appointed a Transformation, Enterprise
and Supplier Development Manager whose sole responsibility will be
enterprise development and identifying local businesses that the
Group can develop to be ready to become business partners.
Portable skills: Due to COVID-19 restrictions, the business was
unable to make an impact in this area. There were no new
developments in this area in FY2021. Outstanding activities were
all postponed for 2022.
Annual Report and Financial Results 2021
63
Sustainability continued
Our People
THE CULTURE PROGRAMME
Bushveld Minerals Group employs over 700 employees, organised
around the Bushveld Vanadium (mining/production) platform, the
Bushveld Energy business, and head-office functions, and owing to
growing through acquisitions, each with their own distinct cultures
and ways of working. This signaled the need for a unified Bushveld
culture, and ultimately the Bushveld Minerals Way. The Business
Units operate under a Strategic Control operating model, aligned to
the strategic intent of driving operational excellence and efficiencies.
However, there is a need to have a culture that supports integration
across operating divisions to enable efficiency in operations,
business growth and the ability to leverage potential synergies across
the group. This culture will be a sustained pattern of behaviours
resulting from underlying values and shared beliefs that determine
“how we do things around here”.
In 2021 we started a programme that aimed at defining, aligning,
and enabling the implementation of this desired culture across
the organisation.
Our shared values
The Bushveld Minerals’ shared values were developed:
– Based on the agreed culture moves and the desired culture the
organisation seeks to embed
– To guide the behaviour and decisions of all leaders and employees
in the business
– To be the set of guiding principles of the desired culture
We demonstrate care by focusing on safety first, having the courage
to pioneer, learn, and adapt, collaborating as one team for shared
success, behaving in a way that ensures we are trusted, and always
striving to deliver excellence.
HUMAN CAPITAL CAPACITY
Part of the Group’s focus for 2021 has been building up the human
capital capacity across the different parts of our business in line
with our operating model choice of strategic control. Some of the
measures undertaken include:
– Developed assessments that incorporate individual job
competencies required in our recruitment processes
– Enhancing our human resources support for the operations;
– Reviewing and aligning policies and practices;
– Conducting human resource mapping process for determining
best practices for the future and as part of improving
effectiveness and efficiency of our human capital offering;
– Improving visibility, availability, and quality of HR service to line
management and other stakeholders.
We will continue with some of this work as part of our strategic focal
areas in 2022 including the implementation of new Human
Resources system.
OVERALL GROUP STAFF COMPLEMENT
The Group employed a total of 736 people at the end of December
2021. The table below provides a breakdown by business unit:
Employment Type
Permanent
Fixed-term Contractors
Learners/Apprentices/Interns/
Graduates
Total Headcount
Corporate
incl.
Bushveld
Energy &
Lemur
45
3
1
49
Vametco
Vanchem
427
11
39
477
178
26
6
210
Demographic breakdowns can be seen in the circles below:
Group: Race
10%
Culture Programme implementation
The implementation phase of the Bushveld Minerals culture journey
is a key focus for 2022. Our culture playbook contains initiatives to
embed the desired culture are presented according to the various
levels that make up the Culture Wheel. These initiatives are defined
per business unit to which they are applicable as well as per the
culture move that they are designed to address.
Group: Gender
The key is to ensure that the implementation plan is well understood,
socialised, and adopted across the stakeholder groups.
81%
Black
White
90%
19%
Female (140)
Male (590)
64
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
TALENT, DIVERSITY, AND INCLUSION
The Group’s racial demographics is diverse closely resembling the
national country’s demographics. This is in line with the Company’s
deliberate intent of attracting, acquiring and retaining diverse and
deep leadership skills to help the business in moving to next level
of growth. The Group sees all its employees as long- term strategic
partners, sharing the common objective of building a sustainable
business for the mutual benefit of all stakeholders. Bushveld
Minerals will continue to focus on employment of women in key roles
as part of improving its representivity levels in this regard. Employees
with disability will also remain a strategic focus. The Group’s overall
aspirations for employment equity include achieving value beyond
compliance and improving labour and community relations, with
transformation and diversity as a value driver across the business.
Part of the Group’s talent management strategy will consist of
offering those who join our family real challenging jobs, a conducive
and flexible working environment that is aligned to our values. We will
also be offering career growth and development, and of course, a
reward framework aimed at rewarding exceptional performance and
retaining critical skills.
EMPLOYEE RELATIONS
In 2021, we developed and signed off a comprehensive Employee
Relations (ER) strategy that is aligned to the overall business
strategic intents.
The strategy seeks to ensure labour peace and stability throughout
all operations. The ER strategy’s main pillars are compliance with
the applicable South African legislations, functional governance
structures, structured engagement with labour union stakeholders,
structured collective bargaining processes, capacitation of line
managers and union leadership and continuous workplace
improvement. These pillars are driven by sound policies, procedures,
practices, principles, and processes.
In 2021 Vanchem successfully negotiated and signed a three (3) year
wage agreement with the two unions Association of Mineworkers and
Construction Union (AMCU) and NUMSA. This was a strategic
agreement in line with operational stability to enable the Kiln 3
project to be implemented. The three (3) year wage agreement at
Vametco lapses on 30 June 2022. Post reporting period, the
Company announced it has signed a five-year wage agreement with
AMCU. The agreement provides for a seven per cent increase in
2023, then approximately 6.5 per cent for the subsequent years.
This long term agreement is a first for our Company and an important
step to maintain operational stability, long-term labour amity that will
allow the Company to focus on executing our strategic initiatives and
meeting our objectives.
In 2022, the ER function, in collaboration with the Business Units,
will roll- out the approved policies for the company. This will result
policy certainty and alignment across the business.
CARE
COURAGE
COLLABORATION
EXCELLENCE
TRUSTED
We always CARE for:
– The safety and health of
our people, maintaining
zero harm
– Our environment
– Each other, our
company and our assets
– Our communities
– Making the right choices
for mutual and
longer-term sustainable
benefit, of all
stakeholders
We show our COURAGE
and confidence by
being:
– Pioneering and
innovative
– Resilient, learning and
adapting
– Curious and open to new
ideas
– Entrepreneurial mindset
– Constructively
challenging each-other
to make quality
decisions
We are TRUSTED
because we:
– Have respect for others
– Show integrity through
our ethical behaviour
and striving to do the
right thing first time
– Aspire to deliver on our
promises
– Leave a sustainable
legacy
– Ensuring our license to
operate and aspiring to
go beyond compliance
We COLLABORATE for
shared success by:
– Building unity through
our shared purpose and
effective communication
– Working together as one
Bushveld Minerals team
– Teamwork and
recognizing each other’s
contribution
– Being inclusive and
seeing strength in our
diversity
– Sharing knowledge and
recognising the value in
the experience of our
people
– Building strong
relationships with
customers/ stakeholders
We continuously strive
for EXCELLENCE
through:
– Rigour, effort and
deliberate planning,
focused on the
right performance
outcomes
– Empowering the right
people and accepting
accountability
– Driving continuous
improvement and
providing feedback
– Developing our people’s
skills, knowledge and
experience
– Implementing the right
quality and business
disciplines
– Developing our products
and services on time
and of the right quality
Annual Report and Financial Results 2021
65
Governance
Powering not
just progress,
but people.
66
Annual Report and Financial Results 2021
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Overview
Governance
Financial
Statements
Supplementary
Information
Annual Report and Financial Results 2021
67
Governance
Meet the Board of Directors
D
N
D
E
D
E
E ESG Committee
D Disclosure Committee
N Nominations Committee
R Remuneration Committee
A Audit Committee
Denotes Chair
R
A
N
Ian Watson (79)
Independent
Non-Executive Chairman
Board appointment March 2012
Experience: A mining engineer
with considerable experience in
the South African mining sector.
Previous roles include MD of
Northam Platinum, and CEO of
Platmin Limited and International
Ferro Metals (SA).
Qualifications: National Diploma
in Mining from Witwatersrand
Technical College School of Mines.
Mine Manager’s Certificate of
Competency, Republic of
South Africa.
Fortune Mojapelo (46)
Co-founder and Chief
Executive Officer
Board appointment March 2012
Experience: Co-founder and Chief
Executive of Bushveld Minerals,
Co-founder and Director of
Bushveld Energy. He began his
career at McKinsey & Company as
a consultant on corporate strategy
and went on to play a leading role in
the origination, establishment and
project development of several
junior mining companies in Africa.
Qualifications: BSc (Actuarial
Science) from the University of
Cape Town.
Tanya Chikanza (56)
Finance Director
Board appointment October 2019
Experience: Tanya has extensive
experience in managing publicly-
listed companies’ relationships with
financial markets, having worked
at Lonmin Plc, Smith’s Corporate
Advisory and JP Morgan Cazenove.
Her expertise lie in international
equity and debt capital markets,
strategy, corporate finance, audit
and finance.
Qualifications: Qualified Chartered
Accountant. Member of the
Institute of Chartered Accountants
of Zimbabwe.
Michael J. Kirkwood (75)
Senior Independent
Non-Executive Director
Board appointment April 2018
Experience: Following 31 years at
Citigroup, Michael chairs Ondra
LLP and has held main board roles
in several listed companies
including Kidde, Circle Holdings,
AngoGoldAshanti and UK Financial
Investments. He was also Deputy
Chair at PwC’s Advisory Board,
Chair of BritishAmerican Business
and President of the Chartered
Institute of Bankers.
Qualifications: Graduate of
Stanford University; Fellowships:
FCIB, HonFCT; Honours: CMG
E
R
R
A
R
A
E
N
E
Jacqueline Musiitwa (40)
Independent
Non-Executive Director
Board appointment March 2022
Kevin Alcock (59)
Independent
Non-Executive Director
Board appointment March 2022
Mirco Bardella (63)
Independent
Non-Executive Director
Board appointment March 2022
David Noko (65)
Independent
Non-Executive Director
Board appointment May 2022
Experience: A qualified attorney
and founder of Hoja Law Group,
Jaqueline previously served in
various leadership capacities
including as Chief Advisor of
Corporate Relations for Africa and
Ventures at Rio Tinto, and as
Advisor to the Director-General of
the World Trade Organization.
Qualifications: Qualified Attorney
Experience: He is a qualified
chartered accountant,
entrepreneur, business leader and
advisor and has actively managed a
portfolio of consultancy clients and
private equity investments in the
UK and Southern Africa. He has
held a number of non-executive
director roles in the past dozen
years, including board positions
at several prominent asset
management firms.
Qualifications: Qualified Chartered
Accountant
Experience: A chartered
accountant and former EY
Assurance Partner who led audits
in the natural resources sector and
advised organisations on a range
of assurance and governance
services. Throughout his career,
he has been involved in mentorship
programmes, diversity &
inclusiveness initiatives, as well as
other aspects of the people agenda.
Qualifications: Qualified Chartered
Accountant. Member of SAICA,
Institute of Chartered Accountants
in Australia and in Scotland.
68
Experience: David’s comprehensive
business acumen is the result of
many years advising prominent
companies, holding senior roles at
General Electric Company, Pepsi
Cola International, South African
Breweries (Pty) Ltd, De Beers
Group, and Anglo Gold Ashanti.
David is Chairman of the Council of
the University of the Free State.
Qualifications: Mechanical
Engineer, MBA from Heriot Watt
University, Post-Graduate Diploma
in Company Direction from the
Graduate Institute of Management
Technology.
Annual Report and Financial Results 2021
Executive Management Team
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Fortune Mojapelo (46)
Co-founder and Chief
Executive Officer
Experience: Co-founder and Chief
Executive of Bushveld Minerals.
Co-founder and Director of
Bushveld Energy. He began his
career at McKinsey & Company as
a consultant on corporate strategy
and went on to play a leading role in
the origination, establishment and
project development of several
junior mining companies in Africa.
Qualifications: BSc (Actuarial
Science) from the University of
Cape Town. Board Committee
membership Disclosure and
Nomination Committees.
Tanya Chikanza (56)
Finance Director
Experience: Tanya has extensive
experience in managing publicly-
listed companies’ relationships
with financial markets, having
worked at Lonmin Plc, Smith’s
Corporate Advisroy and JP Morgan
Cazenove. Her expertise lie in
international equity and debt
capital markets, strategy, corporate
finance and audit.
Qualifications: Qualified Chartered
Accountant. Member of the
Institute of Chartered Accountants
of Zimbabwe.
Mikhail Nikomarov (41)
Chief Executive Officer
of Bushveld Energy since
April 2015
Experience: Over 15 years of
international business experience
in energy and finance, including as
CEO and co-founder of Bushveld
Energy since 2015. Seven years
with McKinsey & Company in
Moscow and Johannesburg,
advising national governments,
utilities and manufacturers on
growth strategy and policy.
Qualifications: MBA from INSEAD.
Diploma in Economics from London
School of Economics. BA (History)
and BA (Economics) from
University of Massachusetts.
Prince Nyati (44)
Chief Executive Officer
of Lemur Holdings since
November 2017
Experience: Over 16 years’
experience developing energy and
mining projects in sub-Saharan
Africa. Started his career in oil,
gas and petrochemicals in the USA
and has worked in Zambia, South
Africa, India and Singapore for
companies including Shell Oil,
Total Petrochemicals, Eskom and
Tata Power.
Qualifications: MBA from the
University of Houston. BA from
the University of Zambia.
Sihle Mdluli (41)
Director: Strategy and
Corporate Services since
June 2019
Experience: Former Director and
Operations Transformation Leader
at Deloitte Africa’s Strategy and
Operations, Sihle has extensive
experience in building stakeholder
value in the mining and public
sectors.
Qualifications: Program for
Management Development from
Gordon Institute of Business
Science. MBA from Wits Business
School. BSc Engineering
(Metallurgy) from the University
of the Witwatersrand.
Ken Greve (61)
Director: Corporate
Development since
January 2019
Experience: Mining Engineer with
extensive experience in project
management, project development,
business and company valuations,
mergers and acquisitions, logistics
contracts and specialised financing,
particularly in the resources industry.
Held senior corporate finance and
investment banking roles at Gold
Fields of South Africa, JP Morgan,
Kumba Resources and BHP Billiton.
Qualifications: BCom Honours
(Economics) from the University of
South Africa. Mining Engineering
degree from the University of the
Witwatersrand.
Viki Rapelas (43)
Director: Legal,
Governance and
Compliance since January
2019
Experience: Admitted Attorney
of the High Court of South Africa
since 2004. Admitted Notary and
Conveyancer since 2012. Legal
Advisor to the Bushveld Minerals
Group since 2007. Over 20 years of
transactional advisory, mergers and
acquisitions and general corporate
and commercial law experience.
Qualifications: International Law
qualification from University of
Antwerp (Belgium). BProc and LLB
from Rand Afrikaans University
(now University of Johannesburg).
Professor Richard Viljoen
(81)
Technical Advisor since
March 2012
Experience: With over 30 years’
experience in the mining industry
as consulting geologist, Richard has
coordinated the development of the
Northam Platinum mine and the
Leeudoorn and Tarkwa gold mines.
He has advised exploration and
mining companies in multiple
mining jurisdictions across the
commodities sectors.
Qualifications: MSc, PhD from
University of the Witwatersrand,
FGSSA, FSAIMM, FRSSA, FSEG,
FGSI, Pr. Sc. Nat
Annual Report and Financial Results 2021
69
Governance
Corporate Governance Report
The Board collectively recognises that implementing an effective
corporate governance structure is of paramount importance in order
to continue delivering on the Company’s strategy, create long-term
value for shareholders, and maintain our licence to operate.
Bushveld has elected to adopt the Quoted Companies Alliance
Corporate Governance Code (QCA Code), which takes key elements
of good governance and applies them in a manner that supports the
different needs of growing companies.
The Board believes that it is applying the ten principles of the
QCA Code effectively across the business but also recognises that
monitoring and developing its’ governance structure is a continuing
process.
The ten principles of the QCA Code are set out below, supplemented
with details of how the Company is applying them and how the
principles support the Company’s medium- to long-term success.
DELIVER GROWTH
PRINCIPLE 1:
Establish a strategy and business model that promotes
long-term value for shareholders
Bushveld Minerals has a well-established strategy and business
model, the objective of which is to unlock the value of assets in its
diversified vanadium product portfolio and deliver returns to
shareholders through effective management and efficient operations.
The strategy is clear and supported by a compelling investment case,
both of which are fully described in various sections within the
Business Overview of this report.
The overriding objective of the Board is to direct the business
to ongoing success in delivering long-term shareholder value.
To achieve this, an operating model has been adopted that defines
how to deliver and execute the strategy by defining the structures
in which to operate and the capabilities required.
PRINCIPLE 2:
Seek to understand and meet shareholder needs
and expectations
The Board is committed to providing effective communication with
shareholders and attaches great importance to delivering clear and
transparent information on the Company’s activities and strategy.
The Bushveld Minerals Investor Relations team is dedicated to
communicating the Bushveld Minerals value proposition to both
institutional and private investors, as well as the broader market.
This is successfully achieved through active engagement with
investors, research analysts and journalists via a combination of
investor roadshows, webinars, attendance at conferences focused
on the mining and energy storage sectors, and engagement with
selective media. These engagements are key as they provide
valuable feedback in the Board’s decision-making process and
determine how the Company can best meet shareholder
expectations.
The Board views the Annual General Meeting (AGM) as the main
forum for communicating directly with investors. In light of the
challenging context of the COVID-19 pandemic over the last two
years, the Company appreciates that attending the meeting can be
impractical and has therefore provided an audio webcast of the AGM
so that shareholders can join the meeting online. This includes a
question and answer session to address questions submitted by
shareholders.
Significant developments and regular operational updates are
disseminated through stock exchange announcements via the
Regulatory News Service (RNS) and can be found on the Company’s
website at http://www.bushveldminerals.com/regulatory-news-rns/.
Additionally, conference calls are hosted by the Chief Executive
Officer and Finance Director post the release of quarterly operational
updates and the interim and full year results.
The website also has a wealth of information for existing and
potential shareholders, including a corporate video, project
descriptions, investor presentations, financial and technical reports,
analyst research, webcasts and certain shareholder information.
Any shareholder enquiries can be directed to
info@bushveldminerals.com
70
Annual Report and Financial Results 2021
Virtual roadshows
Non-Deal roadshow
Full Year 2020 Results
H1 2021
Reporting
Q1 2021 Operational Update
Q2 and H1 2021 Operational Update
Final Results for the year ended 31 December 2020
Interim Results for six months to end of June 2021
Q3 and 9 months 2021 Operational Update
Q4 and FY 2021 Operational Update
Annual General Meeting
Conferences
8th Vanitec Energy storage Webinar
Africa Mining Indaba Virtual Investment Programme
Power & Electricity World Africa
Africa Solar Energy Forum
The Junior Indaba
South African National Energy Association
Renpower Africa storage 2021
QPR Green Energy Summit 2021
DTIC Energy Storage session
World Bank: Battery storage value chain creation in Southern Africa
Business
Overview
Governance
Financial
Statements
Supplementary
Information
2021
February
July
October
May
July
June
September
October
January 2022
August
January
March
August
September
October
October
November
November
November
December
Annual Report and Financial Results 2021
71
Governance
Corporate Governance Report continued
PRINCIPLE 3:
Take into account wider stakeholder and
social responsibilities and their implications for
long-term success
Bushveld’s strategic intent of value beyond compliance is anchored
on the principle of creating shared, long-lasting value for all its
stakeholders. It is recognised that the successful execution of its
business strategy requires the Company to build and maintain
meaningful, well-functioning relationships with its multiple
stakeholders. These include government, regulatory authorities,
funders, partners, employees, contractors, suppliers, customers and,
very importantly, the communities residing in the radius of our
projects and operations.
The Company has developed a sustainability strategy focused on
environmental, social and governance (ESG) principles which aims
to integrate material ESG considerations into the decision-making
process across the value chain. Material ESG key performance
Indicators will be reported on and a consistent message
communicated to stakeholders on key ESG commitments.
This will all be supported by the establishment of an ESG Committee
in 2022.
More information and detail on this can be found within the
Sustainability Report.
PRINCIPLE 4:
Embed effective risk management, considering both
opportunities and threats, throughout the organisation
The Board has primary responsibility for establishing and
maintaining the Company’s governance structures, internal controls
and risk management systems, which are designed to meet the
particular needs of the Company and address the risks to which it is
exposed. The oversight responsibility for reviewing the adequacy and
effectiveness of these has been delegated to the Audit Committee.
In November 2021, an Enterprise Risk Management Framework,
incorporating risk appetite and tolerance levels, was approved by the
Audit Committee and the implementation thereof commenced in
early 2022. Notwithstanding the ongoing implementation of the
formal risk management framework, the Company identifies,
evaluates and manages risk throughout its operations and has
completed detailed risk assessments, together with risk mitigation
strategies. These detailed risk assessments are consolidated and
have resulted in the identification of principal risks that could impact
the Company’s ability to deliver on its long-term strategic objectives.
The principal risks are detailed on pages 48-51.
Over and above the work being performed by the Internal Audit and
Risk function, the Board considers that the frequency of Board
meetings, and the level of detail presented to the Board for its
consideration in relation to the operations of the Company, provides
an additional process to identify, evaluate and manage significant
risks relevant to its operations. Additionally, the reports received
from the Company’s external, independent auditor, via the Audit
Committee, on the state of Bushveld’s internal controls is, of course,
another valuable tool.
MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
PRINCIPLE 5:
Maintaining the Board as a well-functioning, balanced
team led by the Chair
In 2021, the Board comprised of six members: a Non-Executive
Chairman, three additional Non-Executive Directors and two
Executive Directors (the CEO and the Finance Director). The Board
was of the view that the Chairman and two of the three Non-
Executive Directors were deemed to be independent and that the
board structure was suitable for the Company’s size and activities.
During the course of the year under review, the Nomination
Committee undertook a comprehensive succession planning
exercise, taking into consideration length of tenure and the future
requirements and developments of the Company and its operations.
As a result, and in accordance with governance best practice
surrounding board composition and director rotation, in March 2022
the Company announced the appointment of three new independent
Non-Executive Directors.
Concurrent with this it was announced that Jeremy Friedlander
would retire with immediate effect and that Ian Watson, Non-
Executive Chairman, and Non-Executive Director Anthony Viljoen
would be retiring from the Board at different intervals over the
following few months to ensure both continuity and compliance with
the Company’s Articles of Incorporation. Accordingly, in May 2022,
a fourth new independent Non-Executive Director was appointed
and Anthony Viljoen retired. Ian Watson will retire at the AGM. Ian,
Jeremy and Anthony have all been on the Board of Directors since
the Company’s IPO in 2012.
Biographies of each of the directors can be found on page 68.
The Board holds quarterly meetings and meets outside those events
as and when necessary. The Executive Directors work full-time for
the Company and the expectation is that the Non-Executive Directors
will spend approximately 30 days per annum on work for the
Company.
The Board met formally four times during the year ended
31 December 2021, with an additional six meetings held to
consider matters falling outside of the quarterly cycles.
Attendance was as follows:
Ian Watson
Michael J. Kirkwood
Jeremy Friedlander
Anthony Viljoen
Fortune Mojapelo
Tanya Chikanza
10/10
10/10
10/10
10/10
10/10
10/10
72
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
The Board is currently supported by the Audit, Remuneration,
Nomination and Disclosure Committees, which operate within
specific terms of reference and are described in more detail in
Principle 9 below. The ESG Committee being established will add
additional support to the Board.
PRINCIPLE 6:
Ensure that the Directors pool the necessary up-to-
date experience, skills, and capabilities
The Directors of Bushveld Minerals have been appointed to the
Company because of the varied skills and experience that they offer,
as well as their personal qualities and capabilities. Full biographical
details of the Directors are included on page 68, which provides an
indication of their breadth of skills and experience. The Board is also
able to engage independent advisors should the need arise.
The Board is determined to ensure that it continues to have the right
balance of Directors, which is evidenced by the recent changes
mentioned in Principle 5. This is an ongoing process and the
Nomination Committee continues to review the composition of the
Board to ensure that it has the necessary breadth and depth of skills
to support the ongoing strategy of Bushveld Minerals. In addition to
this, at least one-third of Directors retire by rotation and offer
themselves for re-election every year, which is voted on by
shareholders at the AGM.
focus on and development of the longer term strategy, establishment
of an ESG Committee, and enhancement of stakeholder
relationships.
Significant progress has already been made with respect to Board
succession planning, which is evidenced by the board and
committee composition changes that have been announced in 2022.
The Company will report on progress made on the other focus areas
next year.
PRINCIPLE 8:
Promote a corporate culture that is based on ethical
values and behaviours
Bushveld is committed to the highest standards of transparency,
accountability and conducts its business in an honest and ethical
manner, in accordance with sound governance principles. In building
a strong and sustainable governance framework, the Company’s
aspiration is to ensure that ethical values and behaviours are fully
embedded throughout the Company, supporting the ethical culture
of Bushveld. The Board and senior management is conscious that
the tone it sets will impact all aspects of the Group and the way that
employees behave and operate. The Company seeks to ensure that
responsible business practices are fully integrated into the
management of its operations, which is essential for operational
excellence and to deliver Bushveld’s strategy.
PRINCIPLE 7:
Evaluate Board performance based on clear and
relevant objectives, seeking continuous improvement
The Board recognises the importance of reviewing the effectiveness
of its performance and the ability of the members to work together to
achieve the Company’s objectives, as well as those of its committees
and individual Directors.
Bushveld has the following policies in place:
Conflicts of Interest, Anti-Corruption and Bribery Policy
It is the Company’s policy to conduct all of its business in an honest
and ethical manner. We take a zero-tolerance approach to bribery
and corruption and are committed to acting professionally, fairly and
with integrity in all our business dealings and relationships, wherever
we operate.
Responsibility for assessing and monitoring the performance of
the Executive Directors lies with the independent Non-Executive
Directors, using agreed KPIs. Further detail can be found in the
Remuneration Report on pages 78-93.
The Board as a whole evaluates its own performance internally,
as well as the performance of the committees, and uses the evaluation
process to identify opportunities for improvement. The last board and
committee evaluation process was completed in December 2021,
led by the Chairman and facilitated by the Company Secretary. This
involves the completion of a confidential questionnaire by each Director
covering a number of areas including board structure, strategy, risk
management, processes, board dynamics, evaluation of the CEO and
Chairman, and culture matters. Committee specific questionnaires that
address the functioning of the committees are also completed. A report
is collated with the responses received, on an unattributed basis, which
is then presented to the Board for discussion.
The evaluation process resulted in the identification of several focus
areas for 2022, including Board succession planning, development
of a talent management framework for Management, continued
The purpose of this policy is to provide clear guidelines and
acceptable practices to all employees to avoid potential and
perceived conflicts and interest. The policy further sets out firm rules
and regulations regarding the receipt of gifts, entertainment and
business courtesies. Bribery and corruption in any shape or form is
strongly discouraged and employees found in contravention of these
polices may be subject to disciplinary proceedings.
Fraud Prevention and Fraud Investigation Policies
The purpose of these policies is to detail the Company’s expectations
with respect to managing fraud risk, to develop awareness of that
risk in the organisation, to provide guidance to those who find
themselves having to deal with fraud, and for establishing
procedures and assigning responsibility for the investigation of fraud
and related offences. At the time of writing, these policies are in the
process of finalisation.
Whistle-blowing Policy
This policy will help break the cycle of silence and inaction and assist
in preventing corruption within Bushveld and the broader public
sector in which it operates. The policy aims to encourage employees
Annual Report and Financial Results 2021
73
Governance
Corporate Governance Report continued
and stakeholders to feel confident in raising breaches and concerns
and to ensure that whistle-blowers will be protected from possible
reprisals or victimisation if and when disclosures are made in
good faith.
Share Dealing Policy
The Company has adopted a policy for dealing in its shares, which
incorporates all obligations under both Rule 21 of the AIM Rules
for Companies and Article 19 of the Market Abuse Regulations.
The policy explains the circumstances under which shares in
the Company can be bought or sold by Directors and relevant
employees, along with the requirements and procedures that have
to be followed when dealing in the Company’s shares. In addition
to this, the Company has a Memorandum on Inside Information
providing additional information on applicable laws and
possible sanctions, market-abuse provisions and
communication requirements.
Social Media Policy
While the Company recognises the benefits that social media
engagement can have in helping it reach out to stakeholders, this
policy is in place to facilitate the responsible use of social media and
minimise the risks to the Company through its misuse, which could
bring a company into disrepute.
PRINCIPLE 9:
Maintain governance structures and processes that
are fit for purpose and support good decision-making
by the Board
The Board’s role is to provide strategic leadership to the Company
within a framework of prudent and effective controls, enabling risk
to be assessed and managed.
To that end, the Board is supported by committees that have the
necessary skills and knowledge to discharge their duties and
responsibilities effectively. These committees are primarily made up
of Non-Executive Directors. Descriptions of the various committees
are provided below.
Audit Committee
The Audit Committee is responsible for monitoring the integrity of
the financial statements of the Company, including its annual and
half-yearly reports, interim management statements, preliminary
results announcements and any other announcements relating to
financial performance before they are presented to the Board for
approval. In addition to this, its duties include reviewing and
reporting on the Company’s internal financial controls, risk-
management initiatives and governance structures.
Furthermore, the Committee is responsible for recommending the
appointment of the auditors and reviewing and monitoring their
independence and objectivity.
In 2021, the Audit Committee, comprised of Michael Kirkwood as
Chair, Jeremy Friedlander and Anthony Viljoen. On 17 March 2022,
Mirco Bardella was appointed to the Board and simultaneously
appointed the new Chair of the Committee. Mirco brings a wealth of
experience as a former Ernst & Young (EY) Assurance Partner who
led audits in the natural resources sector and advised organisations
on a range of assurance and governance services. Kevin Alcock, a
chartered accountant by qualification, has also been appointed to
the Committee.
The Internal Audit and Risk function assists the Audit Committee in
executing its responsibilities.
Meetings are held at least three times a year at appropriate intervals
in the financial reporting and audit cycle, and as otherwise required.
The role of the Audit Committee and the duties it fulfilled during
2021 are more fully described in the Report of the Audit Committee
on pages 76-77.
Remuneration Committee
The Remuneration Committee, comprising in 2021 of Michael
Kirkwood as Chair, Ian Watson and Jeremy Friedlander, determines
the framework for the remuneration of the Company’s Chairman and
Executive Directors and, as appropriate, other senior management,
including pension entitlements, share-option schemes and other
benefits. Remuneration of Non-Executive Directors is a matter for the
Board. No Directors or senior managers are involved in any decisions
on their own remuneration. A comprehensive Remuneration Report
can be found on pages 78-93.
With Jeremy Friedlander’s retirement in March 2022, and Ian
Watson’s upcoming retirement at the AGM, Kevin Alcock, Mirco
Bardella and Jacqueline Musiitwa have been appointed to the
Remuneration Committee simultaneously with their board
appointments. Kevin took on the role of as Chair following the
Quarter 2 Board cycle.
Disclosure Committee
The purpose of the Disclosure Committee is oversight of the
implementation of the governance and procedures associated with
the assessment, control, and disclosure of inside information in
relation to the Company. The Committee meets on an ad hoc basis,
as required, and consists of the Chairs of each of the other
committees and the Executive Directors. The Committee has a
rotating Chair between its independent members.
Nomination Committee
The Nomination Committee is responsible for reviewing the
structure, size and composition of the Board, making
recommendations to the Board with regard to any changes,
succession planning for Directors and senior management, preparing
a description of the role and capabilities required for a particular
appointment and nominating candidates to fill Board positions as
and when they arise. The Committee also makes recommendations
to the Board concerning membership of the Audit, Remuneration
and Disclosure Committees, in consultation with the Chair of each
of those committees. The Nomination Committee comprises Ian
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Watson, Michael Kirkwood and Fortune Mojapelo, with Ian Watson as
chair. Post the AGM, Michael will assume the responsibility of Chair
and David Noko will be appointed as a member of the Committee.
ESG Committee
The ESG Committee is in the process of being established and will be
focused on developing and implementing Bushveld’s ESG strategy
and management system, as described in the Sustainability Report
on pages 53-65.
The ESG committee will comprise of Jacqueline Musiitwa, David
Noko, Fortune Mojapelo and Tanya Chikanza, with Jacqueline
chairing the Committee.
BUILDS TRUST
PRINCIPLE 10:
Communicate how the Company is governed and
is performing by maintaining a dialogue with
shareholders and other relevant stakeholders
Bushveld is committed to providing effective communication with
shareholders and attaches great importance to delivering clear and
transparent information on the Company’s strategy, activities and
financial position.
Results of the AGM, significant developments and quarterly
operational updates are disseminated through stock exchange
announcements via RNS and can be found on the Company’s
website at http://www.bushveldminerals.com/regulatory-newsrns/.
Furthermore, the Company’s website has a wealth of corporate
information, including a corporate video, project descriptions,
investor presentations, financial and technical reports, analyst
research, webcasts and certain shareholder information.
As has been described under Principle 2, the Bushveld Minerals
Investor Relations team is dedicated to communicating the Bushveld
Minerals’ value proposition to shareholders, as well as the broader
market. This is successfully achieved through active engagement
with investors, research analysts and journalists via a combination
of investor roadshows, webinars, attendance at conferences and
engagement with selected media.
The Head of Investor Relations is the primary point of contact for
shareholders and plays a key part in encouraging shareholder
interaction and provides an effective mechanism for feedback.
Any shareholder enquiries can be directed to
info@bushveldminerals.com
When it comes to communicating with other relevant stakeholders,
Bushveld Minerals has developed a Stakeholder Engagement
Strategy which forms the blueprint for building relationships with
stakeholders, including host communities and local landowners.
The stakeholder engagement strategy was developed to enable
the Company to develop a collaborative relationship with key
stakeholders in support of its strategic objectives.
The Stakeholder Engagement Strategy builds on Bushveld’s
strategic intention to identify key stakeholders and their interests
and requirements, to develop appropriate engagement models.
This has resulted in meaningful, transparent, and honest
engagements with stakeholders.
More information and detail on this can be found within our
Sustainability Report on pages 53-65.
Annual Report and Financial Results 2021
75
Governance
Report of the Audit Committee
This report provides details of the role of the Audit Committee
and the duties it undertook during the year under review.
During 2021, the Audit Committee comprised of Independent
Non-Executive Directors Michael Kirkwood (as Chair) and Jeremy
Friedlander, and Non-Executive Director Anthony Viljoen. Post
year-end and subsequent to the Board changes announced in
March 2022, the Audit Committee was reconstituted and now
consists of Independent Non-Executive Directors Mirco Bardella,
Michael Kirkwood and Kevin Alcock, with Mirco chairing the
committee. Mirco and Kevin are both chartered accountants and
bring a wealth of experience with them, as set out in their
biographical details on page 68. Thanks is given to Jeremy and
Anthony for their valued contribution to the Committee over
the years.
The Audit Committee meets quarterly and at other appropriate times
in the financial reporting and audit cycle if required. The Finance
Director, Company Secretary, Internal Auditor and external auditor
are all invited to attend the meetings. Other individuals may be
invited to attend all or part of any meeting, as and when required.
In fulfilling its duties, due consideration is given to applicable laws
and regulations, the requirements of the AIM Rules, and the QCA
Corporate Governance Code, as appropriate.
The Chairman of the Committee reports formally to the Board on all
matters within its duties and how it has discharged its responsibilities
after each meeting.
Key duties of the Audit Committee include:
– Monitoring the integrity of the Company’s financial statements;
– Reviewing the consistency of, and any changes to, accounting
policies both on a year-on-year basis and across the Company
and its group and reviewing whether management has followed
appropriate accounting standards and made appropriate
estimates and judgements, taking into account the views of the
external auditor;
– Reviewing and reporting to the Board of Directors on significant
financial reporting issues and judgements which they contain,
having regard to the matters communicated to it by the auditor;
– Reviewing the Company’s internal financial controls, systems
of internal control and risk;
– Reviewing the adequacy and security of the Company’s
whistleblowing facilities and ensuring that appropriate
investigations and follow up action is conducted in respect
of concerns raised;
– Reviewing the adequacy of the Company’s systems, procedures
and controls for detecting fraud, bribery and corruption;
– Making recommendations to the Board on the appointment
of the external auditor;
– Managing and overseeing the relationship with the external
auditors, including their terms of engagement and remuneration.
– Meeting regularly with the external auditors and reviewing
their findings.
The Audit Committee evaluates its performance periodically and will
conduct an annual review of its constitution and terms of reference
to ensure it is operating at maximum effectiveness. Any changes
arising from these reviews are then recommended to the Board
for approval.
Financial reporting
The Audit Committee reviewed and assessed the Company’s
financial reporting in the period, including its half-year report,
results announcements and this Annual Report. This review included
an assessment of the consistency of, and changes to, accounting
policies, estimates and judgements; the methods used to account
for significant or unusual transactions; the appropriateness of the
accounting standards used; the clarity and completeness of
disclosures and the context in which statements are made; and a
review of material disclosures regarding audit and risk management
in the financial statements.
In reviewing the Company’s financial statements, the Audit
Committee has considered the Company’s accounting policies,
particularly in relation to the treatment of the accounting estimates
and judgements as described on page 68. The potential risks to the
Group include a decline in vanadium prices as well as operational
stoppages, resulting in reduced ability to sell its products as well as
volatile market conditions, all of which could impact the Group’s
cash flows and ability to comply with its financial covenants. In
mitigation, the Group has modelled a variety of scenarios around
cash preservation and cost containment that show the Group’s
ability to continue to operate sustainably.
In addition to the publicly-released reports, the Committee’s review
covered management reports as well as reports from and discussions
with the external auditor. The Audit Committee provided comment
and feedback on this Annual Report before finalisation and approval.
The review concluded that, taken as a whole, this Annual Report is
fair, balanced and understandable, and provides the information
necessary for shareholders to assess the Company’s position,
performance, business model and strategy.
Internal audit
With the appointment of the Group Head: Internal Audit and Risk
having concluded at the end of 2020, in early 2021, the Board, on
recommendation by the Audit Committee, mandated and gave effect
to the Internal Audit and Risk function.
The scope of the internal audit function has been summarised
as below:
– Provide independent and objective assurance through evaluating
the Company’s governance, risk and internal control systems.
– Evaluating the adequacy and effectiveness of internal financial
controls over financial reporting and internal controls in general.
– Reviewing the extent of compliance with laws, regulations,
standards and codes.
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The Committee is satisfied, having considered the assurance
provided by Group Internal Audit, that no significant or material
issues have been identified that would render the Group’s system of
internal financial controls ineffective. Consequently, the Committee
is of the view that reasonable assurance was provided and the
financial records may be relied upon for the preparation of the
annual financial statements.
External auditor
RSM UK Audit LLP (RSM) is the Company’s auditor and the Audit
Committee has recommended to the Board that shareholders be
asked to approve the re-appointment of RSM as auditor at the
Annual General Meeting.
Risk management and internal control
The Audit Committee is mandated to provide oversight on the
Company’s governance, internal control and risk management
systems. Internal controls and risk management systems are in
place to support the integrity of the financial reporting process
and the preparation of accounts. These systems include policies
and procedures to ensure that adequate accounting records are
maintained and transactions are recorded accurately and fairly
to permit the preparation of financial statements in accordance
with IFRS.
The key elements of the Company’s system of internal controls
are discussed in this report.
The Audit Committee discharged its duties, in accordance with
its terms of reference, during the period to 31 December 2021,
including:
– Approving the engagement of the external auditor, reviewing and
approving the annual audit plan;
– Meeting regularly with the external auditor;
– Reviewing the findings of the audit of the financial statements for
the period ended 31 December 2021 with the external auditor;
– Reviewing the management representation letter requested by
the external auditor before it was signed by management and
management’s response to the auditor’s findings and
recommendations; and
– Reviewing the effectiveness of the audit process.
The Company’s senior executive management – the Executive
Committee (Exco) – is responsible for managing and monitoring
the risks under the stewardship of the Group Head: Internal Audit
and Risk, and the Audit Committee actively reviews the key risks
and mitigating controls. The Audit Committee’s review of the system
of internal controls is supplemented by reports from the internal
and external auditors regarding issues identified during their
engagement, particularly those relating to control weaknesses,
and the responses from management.
I would like to thank the Finance team and my Audit Committee
colleagues, past and present, for their work over the past four years
that I have chaired this committee and to date.
Michael J. Kirkwood
Chairman of the Audit Committee
30 June 2022
Non-audit services
A policy is in place to govern the supply of non-audit services by the
external auditor, in order to safeguard independence and objectivity.
The policy sets out the recommended maximum fees that should be
payable for non-audit services as a percentage of the audit fee and
contains guidelines as to the circumstances where a proposed
engagement should be subject to a tender process. In the current
period, non-audit fees of GBP15,000 were paid in respect of agreed
upon procedures on the interim financial statements for the period
ended 30 June 2021.
Whistleblowing
The Company has a whistleblowing policy, coupled with an
independently managed external whistleblowing reporting system, to
encourage stakeholders and employees to raise suspected breaches,
malpractice or impropriety, without fear of reprisal. The policy aims
to provide a secure platform for stakeholders and employees to raise
concerns and prompt management to investigate each case
reported. The policy commits the Company to treat all such
disclosures made in good faith, in a confidential and sensitive
manner. The Group receives reports regarding any significant
allegations made, details of investigations and the outcomes.
No significant issues were reported during the year.
Annual Report and Financial Results 2021
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Governance
2021 Remuneration Report
PART 1: BACKGROUND STATEMENT FROM THE REMUNERATION COMMITTEE CHAIRMAN
Dear Shareholders,
On behalf of the Board, I am pleased to present the 2021 Remuneration report for Bushveld Minerals. This report describes our remuneration
philosophy and how the policy was implemented. It also discloses payments made to Non-Executive and Executive Directors during the year.
The aim in preparing this report is to ensure that shareholders and stakeholders fully understand the approach to remunerating executives and
the wider employee base. This includes the key principles used to determine our reward frameworks to ensure that executives are focused on
delivering long-term shareholder value consistent with the Company’s vision and strategy.
In line with the practice adopted for several years, this report is again presented in the King IV™ recommended format, while taking cognisance
of the requirements of an AIM-listed company during the review period. As Bushveld is not subject to Johannesburg Stock Exchange listing
requirements, the policy and implementation reports are not put to non-binding shareholder votes.
BUSINESS PERFORMANCE OVERVIEW AND IMPACT ON REMUNERATION OUTCOMES
The table below outlines key performance indicators for the Bushveld Minerals Group over a two-year period. The Group reported improving
underlying performance in its subsidiaries in the form of production volumes and operational metrics during the 2021 performance year. These
improvements did not however translate into commensurate improvements in the financial indicators partly owing to a slow recovery in vanadium
prices. Further detail on the Group’s performance is detailed in the Finance Director’s Review.
Indicator (US$)
Underlying earnings before interest and tax (EBIT)
Underlying earnings before interest,tax, depreciation and amortisation (EBITDA)
Closing Cash & Cash equivalents
Closing Share price
2021
2020
(46,784,667)
(37,667,417)
(9,886,934)
(14,940,940)
15,432,852
50,540,672
10.10p
19.5p
The remuneration outcomes for 2021 are as follows:
No increases were awarded to the CEO and CFO for 2021. In line with the Company’s philosophy to address the wage gap and personal
performance, some increases were awarded to lower levels of staff.
The Non-Executive Directors volunteered to exercise pay leardership with a 10 per cent reduction in Non-Executive Director fees, being applied
with effect from 1 January 2022.The reduction in fees in 2022 was to accommodate the transition and overlap of board members with four new
directors joining the board and three directors including the Chairman retiring from the board.
None of the short-term incentive (STI) performance measures attributable to financial performance were achieved. The non-financial measures
relating to ESG and personal performance were largely achieved resulting in an overall STI performance outcome for the CEO and CFO of 33
per cent and 35 per cent of the on-target STI respectively. However, no STIs will be paid to the CEO and CFO for 2021 as a result of the financial
performance measures not having been achieved. After careful consideration, the Remuneration Committee, in their discretion, decided to
proceed with paying bonuses to other employees despite the financial performance conditions having not been met. These bonuses are based
on performance against the non-financial and personal performance measures, which have a weighting of between 30 to 50 per cent for
managerial staff and 100 per cent for non-managerial staff. Full details of the STI measures used together with the outcomes are disclosed in
the implementation report ( part 3 of the Renumeration report). Awards to certain Executive Committee (Exco) members have been deferred
for up to 12 months and payment will be conditional on the achievement of specified outcomes.
Bushveld’s Long-term Incentives (LTIs) comprise of deferred bonus awards (which are a function of the deferred element of STI) and
performance awards (which are subject to three-year forward-looking targets). During 2021 deferred bonus awards were made based on
the 2020 performance outcomes. The economic climate made it very difficult to set and calibrate appropriate three-year forward-looking
performance measures. The lack of any performance awards in 2020 and 2021, may be addressed with a supplemental performance award
during 2022, at the discretion of the Committee. In line with our policy the award will be subject to three-year forward looking performance
measures aligned to long-term shareholder value creation. In considering the award, the Committee will also have due regard to the potential
cost to shareholders and uncapped gains to Executives.
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ROLE OF THE COMMITTEE AND KEY DECISIONS TAKEN
The Committee was established by the Bushveld Minerals Board. The Committee is responsible for and oversees the governance of all Group
remuneration matters. It is specifically responsible for determining the individual remuneration of Directors (Executive and Non-Executive)
and senior executives. In all compensation matters, the committee retains full discretion to amend pay outcomes in light of performance and
reasonableness. In order to discharge its responsibility, the Committee is required to:
a. Oversee the establishment of a remuneration policy that will promote the achievement of strategic objectives, encourage individual
performance and support Bushveld’s long-term interests. The final approval of the policy rests with the Board;
b. Determine the remuneration framework applicable to executives of Bushveld Minerals; and
c. Review the Group’s remuneration strategy and its implementation on an annual basis.
In the 2021 financial period the Committee engaged in the following:
Executive remuneration
a. Reviewed total remuneration against external benchmarks.
b. Recommended individual remuneration for executives.
c. Reviewed and considered remuneration best practices to ensure that Bushveld’s current practices remain progressive and relevant.
Non-Executive Director remuneration
a. To demonstrate leadership in constraint and reflect Group performance the Non-Executive Directors fees were reduced by 10 per cent
for 2022.
Group-wide remuneration matters
a. Reviewed the impact of COVID-19 on remuneration decisions.
b. Reviewed the group’s pay scales.
c. Approved the pay progression approach for annual increases for 2022.
d. Considered fair and responsible pay (see details below).
e. Reviewed retirement and risk benefits across the Group.
f. Approved STI targets for all Group companies.
g. Approved increases and adjustments for executives, management and employees.
h. Approved STIs for executives, management and employees.
i. Approved the STI and LTI rule amendments relating to acceptance of awards.
j. Performed progress testing pertaining to the 2019 performance share award.
Performance – relating to the forthcoming performance cycle
a. Set short-term performance targets; and
b. Set performance targets for the 2022 LTI award.
Compliance
a. Reviewed and approved the Committee’s annual work plan.
b. Reviewed and approved the Remuneration Report for publication.
FAIR AND RESPONSIBLE REMUNERATION
During the past year the Committee actively engaged on the subject of fair and responsible remuneration. The Committee’s stance is that
‘fair’ remuneration is impartial and free from discrimination. It is also free from self-interest, prejudice or favouritism.
It is rational, and not based on an irrational or emotional basis. ‘Fair’ does not mean ‘the same’ and remuneration levels will differ according
to a number of factors, such as productivity, performance, skill, experience, risk and complexity, degree of challenge, level of responsibility
of decision making, consequence and impact on the organisation. Equal contributions to performance should, however, be rewarded equally.
The Company’s policy on fair and responsible remuneration can be summarised as follows:
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2021 Remuneration Report continued
PART 1: BACKGROUND STATEMENT FROM THE REMUNERATION COMMITTEE CHAIRMAN ON FAIR AND
RESPONSIBLE REMUNERATION CONTINUED
Responsible pay
a. All variable pay is subject to the achievement of performance metrics, carefully calibrated and approved by the Committee, ensuring a close
alignment with shareholder value creation over the performance period.
b. A portion of the STI is deferred and delivered in shares (bonus awards) which will be determined following the publication of the accounts.
The LTI, taking the form of prospective Conditional Shares, may also be subject to a post vesting holding period which further enforces
shareholder alignment;
c. The link between pay and performance is publicly disclosed by the Company in its Remuneration Report;
d. The Committee and, ultimately, the Board reviews and approves the remuneration of Directors and senior management, ensuring
independence and transparency; and
e. Although remuneration is benchmarked, affordability is a key consideration when making pay adjustments. Variable pay is subject to
reduction (malus) and recoup (claw-back). Executives are also expected to build and maintain a minimum shareholding in the Company.
Fair pay
a. Job profiles are in place for all roles within the organisation. Jobs are evaluated in accordance with a robust methodology and employees
are remunerated in accordance with the determined pay scales;
b. The Group is committed to eliminating any unfair or unjustified differentiation within its remuneration implementation.
c. Horizontal fairness is applied and employees performing the same or similar job requirements at the same or similar level of performance
receive similar remuneration, aligned to the Group pay scale;
d. Vertical fairness is applied by assessing the pay ratio between the CEO and the pay levels of employees below the executive level; and
e. Pay is well administered, with employees paid accurately, on time and in a way that is convenient.
The Company conducted the following benchmarks and pay analysis during the period to test the principles of responsible and fair pay:
Gini coefficient
a. An internal Gini coefficient was determined on a total reward basis and compared to both the South African mining specific and national
Gini (based on a salary survey database). The outcome was considered by the Committee; and
b. The Committee will continue to monitor this on an annual basis.
Executive pay benchmarks
a. Executives and Executive Directors are paid in line with the Group’s pay policy. Their guaranteed packages are targeted between the lower
quartile and median of the market; and
b. Executive pay is benchmarked against a comparator group with similar company features to the Group or subsidiary to ensure the reliability
and validity of the benchmark data.
SHAREHOLDER ENGAGEMENT
When the shareholder register reflects more institutional shareholders, the Company will engage to obtain views and comments on
remuneration Policy and its implementation. For the time being, the Remuneration Committee will respond to any inward enquiries relating
to this report.
FUTURE FOCUS AREAS
In 2022, the focus is to continue embedding and strengthening the Group’s remuneration and performance philosophy into the wider people
management framework.
– Align the annual performance increase and annual performance bonus payment dates with the release of financial results;
– Review Production bonus and Annual performance Bonus metrics for operations (Vametco and Vanchem).
– Consider a retention scheme for key and at risk employees.
– Furthermore, the Committee will prioritise the consolidation of the Provident Fund and Risk Benefits in order to achieve economies of scale
on cost incurred and standardise offerings across the Group.
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REMUNERATION ADVISORS
The Committee renewed the services of PricewaterhouseCoopers (PwC), an independent professional services firm with a global remuneration
practice, to act as independent advisors to the Committee. The Committee is satisfied that they act independently.
We encourage and pursue open and regular dialogues with all our stakeholders. Constructive input is valued and appreciated as we continue to
improve the remuneration system. On behalf of the Remuneration Committee, I thank you for your continued support and feedback regarding
our remuneration framework.
Michael J. Kirkwood
Chairman of the Remuneration Committee
30 June 2022
In all compensation matters, the committee retains full discretion to amend pay outcomes in light of performance and reasonableness.
Total guaranteed remuneration
is primarily set between the
lower quartile and the median
in the relevant market.
Incentive-based rewards
are earned by achieving
stretch performance
conditions consistent
with shareholder
interests over the
short, medium and
long term.
Short-term incentives
relate to financial and
ESG measures.
Long-term incentives
include measures of Free
Cash Flow margin and
Total Shareholder
Return.
ENCOURAGE
A CULTURE THAT
SUPPORTS SUSTAINABLE
AND ENTREPRENEURIAL
BUSINESS GROWTH.
PROMOTE THE
ACHIEVEMENT
OF STRATEGIC
OBJECTIVES WITHIN
THE ORGANISATION’S
RISK APPETITE.
PROMOTE POSITIVE
OUTCOMES ACROSS
THE ECONOMIC, SOCIAL
AND ENVIRONMENTAL
CONTEXT IN WHICH THE
GROUP OPERATES.
PROMOTE A CULTURE
OF RESPONSIBLE
CORPORATE CITIZENSHIP.
Remuneration practices
are aligned with
corporate strategy.
Incentive plans, performance
measures and targets are
structured to operate
effectively throughout the
business cycle and include
an overall cap.
Remuneration is aimed at
being fair and responsible.
The remuneration policy,
principles and benchmarking
approaches will be
transparent.
The design of long-term
incentives is prudent and does
not expose shareholders to
unreasonable financial risk.
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2021 Remuneration Report continued
PART TWO: REMUNERATION POLICY
GENERAL REMUNERATION POLICY
The Group Remuneration Policy seeks to enable Bushveld Minerals to attract, motivate and retain high-performing individuals. It guides
decision-making in relation to all aspects of remuneration and supports the execution of strategic deliverables, as expressed in the Group’s
performance framework.
The policy applies to Bushveld Minerals’ head-office employees, Bushveld Energy, Bushveld Vanchem, Bushveld Vametco Alloys and Lemur
Investments. The Committee aims for the policy to be rolled-out to all subsidiaries where it makes sense, taking into account existing
contractual obligations and terms and conditions of employment. The Remuneration Policy conforms to the Quoted Companies Alliance
governance code and is anchored on the following remuneration philosophy statements and principles:
Bushveld’s remuneration and performance philosophy through the application of this policy, aims to:
– Encourage a culture that supports sustainable and entrepreneurial business growth through the provision of appropriate individual and
Group short-term and long-term performance-related rewards that are fair and responsible;
– Promote the achievement of strategic objectives within the organisation’s risk appetite;
– Promote positive outcomes across the economic, social and environmental context in which the Group operates; and
– Promote a culture and responsible corporate citizenship.
ELEMENTS OF REMUNERATION
The Bushveld Minerals remuneration structure is made up of a combination of fixed and variable pay. The fixed pay component is referred to
as the total guaranteed pay (TGP) and the variable component includes the Group’s STIs and LTIs. The main objective of the TGP is to provide
individuals with a fixed income, priced in line with the market and aligned with the job that they do.
The variable pay component is performance-related, designed to reward superior performance and to align the interests of executives and
management with those of the shareholders over the medium-and long-term. Below is a summary of the policy as it applies to designated
employees in the organisation (exclusions as explained above), together with the link to strategy.
OVERVIEW AND ELIGIBILITY:
Fixed Pay
Element
Total Guaranteed
Pay
Base Salary
Standard Benefits
Definition
It is the rate of remuneration an employee receives in exchange
for services. An employee’s base salary can be expressed as
an hourly rate or as a weekly, monthly, or annual salary.
Benefits are over and above the base salary and include the
Company contribution towards the retirement fund and any
other employer-funded Group benefits.
Applicable Grades
All employees
All employees
Conditional Benefits or
allowances
Benefits received based on job specific requirements, and
legislative requirements e.g. Shift allowance.
According to job requirements
Variable Pay
Production Bonus
Annual Bonus
Long-Term
Incentives (LTI)
CSP
82
Cash bonus paid monthly, as per the scheme rules, aimed to
achieve alignment between the Company and employees in
the achievement of production, safety, and productivity targets
at an operational level.
Annual bonus is paid in cash and gives employees an incentive
for the achievement of the Group’s short and medium-term
goals, with payment levels based on both business unit and
individual performance, depending on the level of the job.
Certain job categories (D-F) STI is paid partly in cash (annual
bonus) and partly as equity (deferred bonus). The deferred
bonus is settled as bonus shares under the CSP (as described
below) scheme.
The vesting of conditional share awards is subject to forward
looking Group performance conditions and continued
employment.
Employees represented in the
bargaining counsel
D, E and F Bands
D, E and F Bands
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Fixed Pay
Element
Definition
Bonus Shares
Bonus shares are based on the STI deferral and therefore not
subject to forward looking performance vesting conditions, but
continued employment is used as a vesting condition.
Applicable Grades
D, E and F Bands
POLICY APPLICABLE TO THE VARIOUS ELEMENTS
Remuneration element
Policy
TOTAL GUARANTEED PAY, COMPRISING FIXED CASH SALARY PLUS BENEFITS
Policy
Our policy is to set TGP for all levels of staff between the lower quartile and median while the total package
opportunity (inclusive of incentives) is set at the median or above in the case of the achievement of
stretched targets, subject to discretion in the case of business needs to attract scarce skills to the
Company.
Policy’s link to Company strategy
In light of the fact that the Group is still in a growth phase, the Committee has determined to target fixed pay
for all employees between the lower quartile and the median.
Approach to benchmarking and
salary adjustments
For executives, the benchmark is derived from listed companies with a similar profile to that of Bushveld
Minerals. Other employees are benchmarked against the mining circle of the REMchannel® Remuneration
Survey.
The total cost of annual increases for all employees who fall outside collective bargaining agreements is
approved by the Committee and set in accordance with expected market movement and affordability.
Distribution of increases to employees outside the bargaining forums is done with reference to individual
performance, inflation, internal equity, competence and potential. Increases occur annually with effect
from 1 January for Corporate, Vanchem employees and 1 July for Vametco employees.
Benefits
Benefits include a Medical Aid, Retirement Fund, Group Life Cover, Disability Benefit and Death-in-Service-
Benefit
SHORT-TERM INCENTIVES
Purpose
Policy’s link to Company strategy
and performance measures
The purpose of the STI is to reward and incent employees for prior year performance. For managerial level
employees, the STI has a deferred component, aligning employees with shareholders beyond the short-
term.
The STI is partly paid in cash and partly deferred into shares for employees on managerial levels, while
non-managerial employees receive their STI in cash. The STI gives employees an incentive to achieve the
Group’s annual goals, with payment levels based on both business (Group and/or subsidiary) and personal
performance, depending on the level of the employee.
The STI is designed to encourage and reward superior performance. Annual Group performance targets as
well as subsidiary targets and measures are set and approved by the Board. Following the annual Board
strategy review process, it approves the strategic focus areas for the year, and these are translated into a
Group performance balanced scorecard which reflects on-target and stretch deliverables for the year.
These would include measures such as:
– Consolidated Economic Profit;
– Group Strategic Priorities (as mandated by the Board);
– Production Costs (Mining and Processing);
– Production Volumes (Mining and Processing);
– Normalised Revenue (Mining and Processing);
– LTIFR (Lost time injury frequency rate); and
– Community Development and Environmental targets.
Participants with line of sight on Group financial targets as well as strategic priorities will be allocated a split
weighting between the Group performance targets and functional targets.
The targets for 2022 are disclosed below on page 87.
Annual Report and Financial Results 2021
83
Governance
2021 Remuneration Report continued
PART TWO: REMUNERATION POLICY CONTINUED
Remuneration element
Policy
Bonus formula
The STI operates as follows:
– Qualifying Annual TGP x On-Target Incentive Percentage x {(Personal Score x Personal Weighting) +
On-target incentive percentages
(Business Score x Business Weighting)}
– For qualifying participants (middle management and above), the STI is partly paid in cash (annual
bonus) and partly deferred (deferred bonus); which is then settled as bonus awards under the LTI
(as described below); and
– The remainder of the participants (non-managerial) receive the full STI in cash.
The on-target incentive percentages are determined per grade and expressed as a percentage of an
employee’s qualifying TGP. The on-target incentive percentages will be determined by the Remuneration
Committee from time to time, informed by prevailing market trends. The on-target ranges are indicated
below.
Performance measure weightings
A combination of financial and personal measures are used, each with an assigned weighting depending on
seniority. Executive performance is heavily weighted toward business performance, to ensure executive and
shareholder alignment.
The following weightings apply at Group and subsidiary level respectively:
Group:
Level
CEO and CFO
Executives
Senior management
Middle management or Professional Specialists
Non-managerial
Subsidiary:
Level
Executives
Senior management
Middle management or Professional specialists
Non-managerial
Subsidiary weightings for Vametco and Vanchem:
Personal Weighting
Business – Vametco
Business – Group
Business
weighting
Personal
weighting
80%
70%
60%
50%
0%
20%
30%
40%
50%
100%
Business
weighting
Personal
weighting
60%
50%
40%
0%
40%
50%
60%
100%
40%
40%
20%
84
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Remuneration element
Policy
Business performance measures
and targets
As mentioned above, the business score will include a combination of financial and non-financial
performance measures. The applicable targets are disclosed below. Performance outcomes are measured
on the following business scale:
Performance achievement
Threshold performance
Target performance
Stretch performance
Business score
50%
100%
150%
As a result of the volatility in the market of the Vanadium price and exchange rate, the Committee
implemented a collar and cap approach for the “consolidated economic profit” target. The intention of the
collar and cap on the Vanadium price and foreign exchange rate is to ensure that management are partially
insulated from factors that are beyond their control on both the upside and downside.
For 2022, the collar and cap for the Vanadium price was set at US$35-US$45 while the exchange rate was
set at R14.45 with a tolerance level of 10 per cent up and down.
Personal performance measures
and targets and related personal
score
The personal score will be dependent on the personal performance rating of the employee for the relevant
financial year. Personal performance achievement will translate into the following personal scores. A
personal score below threshold acts as a gatekeeper, which means even if the business score was achieved,
a participant with a personal score below threshold will not qualify for any bonus.
Rating
1
2.5
3
4
5
Description
Non performance
Threshold
On-Target
Exceeds expectation
Stretch performance
Performance
Score
0%
50%
100%
125%
150%
Threshold, target and stretch performance levels are set for each performance target. No bonus is payable
if threshold performance is not achieved. The on-target and stretch bonus levels for executives are
explained below under the heading “Package Design”.
For employees who hold jobs graded between Paterson Grades D and F, the STI is partly paid in cash
(annual bonus) and partly deferred (deferred bonus) which is then settled as bonus awards under the LTI
(as described below). The deferral is designed partly as a retention mechanism and to further align
management’s short-term interests with those of the shareholders. The cash vs deferred on-target
percentages are as follows:
Level
CEO and CFO
Executives
Senior management
Middle management or Professional Specialists
On-target bonus as a % of qualifying TGP
Business weighting
Personal weighting
45%
35%
30%
20%
28%
23%
18%
8%
The Company adopted a new LTI, namely the Conditional Share Plan (CSP) during 2018. The purpose of the
CSP is to align the interests of executives with those of shareholders over the medium to long-term. Awards
vest after a three-year period and are then subject to a further two-year holding period.
STI opportunity
Deferral operation
LTIs
Purpose
Policy’s link to Company strategy
LTIs are inherently retentive but there are no schemes specifically in place for the sole purpose of retaining
key employees. Through the delivery of real equity, employees will become shareholders in the Company.
Annual Report and Financial Results 2021
85
Governance
2021 Remuneration Report continued
PART TWO: REMUNERATION POLICY CONTINUED
Remuneration element
Policy
Nature of LTI
In terms of the CSP, eligible employees will receive conditional rights to shares and the following
instruments are available:
– Performance awards are subject to forward-looking Company performance conditions, measured
over a three-year performance period. Awards will vest subject to the achievement of the
performance measures and continued employment for the duration of the vesting period; and
– Bonus awards linked to STI performance which is deferred and subject to continued employment but
is not subject to forward-looking performance vesting conditions.
Eligibility
Middle management and above.
Instruments and their application
A mix between performance and bonus awards will be awarded. The policy as it applies to executives is
explained in the “Package Design” section below.
Performance measures and period
Award levels
Vesting levels
Performance awards are subject to performance measures over a three-year period. To ensure Group
alignment, all performance awards will be subject to Group performance measures.
Applicable performance measures will be determined by the Committee each time an award is made and
will be communicated to participants in the award letter. Once the CSP has been implemented,
retrospective achievement against targets will be disclosed. The LTI targets include:
– Free Cash Flow Margin | 40 per cent
– Absolute TSR | 60 per cent
Intended on-target award levels are expressed as a percentage of TGP and are disclosed in the Package
Design section below.
In recognition of the fact that TGP is set between the lower quartile and median, the CSP will comprise an
outperformance element in the case of superior performance as follows:
– Threshold performance – 50 per cent linear vesting
– Target performance – 100 per cent linear vesting
– Stretch performance – up to 250 per cent linear vesting, at the Committee’s discretion.
Vesting period
Bonus awards vest in equal tranches after 12 and 18 months respectively after the end of the performance
period in relation to which the deferral relates to. Bonus awards are not subject to a holding period.
Dilution limit
Performance awards are subject to a three-year vesting period, whereafter the shares will be settled. In
addition, at the discretion of the Committee, 50 per cent of vested performance shares are subjected to
additional holding periods of one year (25 per cent of the shares) and two years (the remaining 25 per cent)
during which they cannot be disposed of, post vesting retrospectively. During the holding period the vested
shares may also be subject to claw-back, as explained in further detail below.
The Company voluntarily imposed a dilution limit for the CSP. Up to five per cent of the issued share capital
can be issued in settlement of awards granted under the CSP. When required under listing rules, the
Company would seek to formalise the limit in a general meeting.
2022 STI PERFORMANCE TARGETS
The Committee has agreed the following financial and non-financial targets for the year:
86
Annual Report and Financial Results 2021
Company targets for 2022:
Key performance area
FINANCIAL MEASURES
Consolidated
economic profit
NON-FINANCIAL
MEASURES
Comprehensive ESG
Overall
Weighting
70%
30%
Occupational
health + safety
Environmental
Social license
To operate
BUSINESS MEASURES: 80% weighted score
Sub-weighting
Key Performance
Indicator
Threshold (50%
vesting)
On target (100%
vesting)
Business
Overview
Governance
Financial
Statements
Stretch (150% vesting)
Supplementary
Information
100% RONA vs WACC
RONA = WACC
RONA = WACC +
1.5%
RONA = WACC + 3.0%
20%
10%
Compliance to
IFC
Environmental
and Social
Performance
Standards
Total
Recordable
Injury
Frequency
Rate (TRIFR)
N/A
100%
N/A
≥2.5%
performance
improvement
≥5% performance
improvement
≥10% performance
improvement
10% Lost Time Injury
N/A ≥50% performance
improvement
100% performance
improvement
5%
5%
5%
5%
5%
20%
New
Occupational
disease cases
Major
Environmental
Incidents
Environmental
non-
compliance
fines/
directives
Environmental
authorisations
ISO 14001
certifications
(Vametco)/ ISO
9001
accreditation
(Vanchem)
Acquire and
maintain social
license to
operate
N/A
N/A
N/A
0
0
0
N/A
100% retained
N/A
100%
N/A
N/A
N/A
N/A
N/A
Compliance to
applicable
regulatory
frameworks
(MCII, B-BBEE
& DTI Codes,
etc)
Additional:
Adherence to MCIII
plan milestones
and improvement
on previous year
ratings on DTI
Scorecards
Additional:
Effective cross-
functional internal
forums such as
transformational
forums inclusive of
Business Unit
Management, Finance,
Procurement, HR and
Stakeholder
Engagement
N/A
Governance
15%
N/A
Full adherence to
the QCA Code
Adherence to
the QCA
Corporate
Governance
Code
Annual Report and Financial Results 2021
87
Governance
2021 Remuneration Report continued
PART TWO: REMUNERATION POLICY CONTINUED
LTI (CSP performance awards) targets for 2022
Measure
Weighting
Threshold (50% vesting)
Target (100% vesting)
Stretch (up to 250% vesting)
Free cash flow margin
Absolute TSR
40%
60%
US Based cost of equity (COE)
US Based COE + 1.5%
US Based COE + 3%
US Based COE
US Based COE + (3% to 5%)
US Based COE + (10% to 15%)
PACKAGE DESIGN
The remuneration policy is linked to our strategy and is an enabler for the achievement of the Group’s key performance indicators. The
structure of the remuneration package supports the Group’s strategic objectives and is made up of fixed and variable remuneration.
The mix between fixed and variable pay for executive directors linked to various performance outcomes (Threshold, On-target and Stretch)
under the terms of the policy are indicated in the following graphs:
CEO (%)
CFO (%)
450%
400%
350%
300%
250%
200%
150%
100%
50%
0%
450%
400%
350%
300%
250%
200%
150%
100%
50%
0%
Threshold
Target
Stretch
Threshold
Target
Stretch
TPG
STI
Deferred STI
LTI
In line with Bushveld’s overall remuneration philosophy it can be observed that the largest portion of the CEO’s and CFO’s total reward, in the
scenario of stretch performance, is weighted towards the stretch vesting of the performance LTI award. Consequently, in order to ensure that
a strong pay for performance link is sustained a stretch LTI outcome is dependent on a significant delivery of total shareholder return. However,
to ensure that the principle of fair and responsible pay is maintained and to mitigate against a windfall gain outcome, the Committee retains full
discretion to amend pay outcomes in the light of performance and reasonableness.
FURTHER DETAIL RELATING TO EXECUTIVES AND DIRECTORS
Minimum Shareholding Requirements
To ensure further shareholder alignment, executives are required to build up and maintain a percentage of their TGP in unencumbered
Company shares over a three-year period from date of implementation of the policy, or appointment.
This shareholding can be built up as desired by executives. Any existing shareholding, as well as vested CSP shares (including those that are
subject to the holding period), will be taken into consideration when calculating the shareholding percentage.
The required shareholding levels, as a percentage of TGP (before tax) are as follows:
Chief Executive Officer
Finance Director
Other Executives
200%
175%
150%
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Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Malus and Claw-Back Policy
As a result of increased corporate governance requirements pertaining to executive remuneration, variable remuneration is subject to malus
and claw-back. The purpose of such a policy is to give the Board the discretion to recoup vested, settled and/or paid incentives (also referred
to a “claw-back”) and to reduce and cancel any unvested and/or unpaid incentive remuneration (also referred to as “malus”) when trigger
event(s) occur.
The policy may be implemented by the Board where there were material misstatements of financial results or other calculation errors that
resulted in the overpayment of incentives and gross misconduct on the part of the employee leading to dismissal. The policy applies to all
variable pay as follows:
– Unpaid STIs and unvested LTIs are subject to malus as a pre-vesting forfeiture provision;
– Paid STI and 50 per cent of vested LTIs may be subject to claw-back as a post vesting recoupment of paid and vested incentives; and
– LTIs that are subject to a holding period will be subject to claw-back as follows: 25 per cent can be clawed back for a one-year period post
vesting and the final 25 per cent for a two-year period post vesting.
Executive employment contracts and termination of employment
During this period the Committee appointed ENS Africa, one of the largest independent law firms in South Africa, to review existing and draft
new executive employment contracts that include restraint of trade provisions. All newly-appointed executives are engaged on the basis of the
new contract and tied to a six-month restraint period.
The STI and LTI make a distinction between fault and no-fault terminations as follows:
STI & LTI
Fault termination (resignation and dismissal)
The incentive is forfeited.
No-fault termination (termination due to death, ill health, disability,
retrenchment, sale of an employer, retirement)
A pro-rata portion of the incentive is received, based on the number of
complete months in service, and in the case of performance shares awards
are adjusted for performance. The unvested or unpaid portion will lapse.
SHAREHOLDER ENGAGEMENT
Bushveld Minerals is committed to fair, responsible and transparent remuneration. As such the Company invites shareholders to engage with
the Group on remuneration-related matters. In response to shareholder queries, where appropriate, the Board may resolve to amend relevant
elements of the Remuneration Policy.
NON-EXECUTIVE DIRECTOR FEES
Non-executive directors are appointed to the Bushveld Minerals Group based on their ability to contribute competence, insights and
experience appropriately to assist the Group to set and achieve its objectives. Consequently, fees are set at levels to attract and retain the
calibre of directors necessary to contribute to a highly effective Board.
They do not participate in either the STI or LTI. No arrangements exist for compensation in respect of loss of office. The aggregate fees of all
directors shall not exceed GBP500,000 per annum, or such higher amount as may be determined by ordinary resolution (excluding amounts
payable under any other provisions of the Articles).
Annual Report and Financial Results 2021
89
Governance
2021 Remuneration Report continued
The current approved fee structure is as follows:
Board Position
Chairperson
Non-executive director
Senior non-executive director
Board Committee Chairperson
Remuneration committee
Audit committee
Nominations committee
Disclosure committee
Annual Fee – US$
96,278
51,348
64,185
Annual Fee – US$
6,419
6,419
3,209
3,209
PART THREE: REMUNERATION IMPLEMENTATION REPORT
TGP INCREASES AWARDED TO EXECUTIVES VERSUS OTHER EMPLOYEES
In line with the Company’s philosophy to address the wage gap, some increases were awarded to lower levels of staff. The following TGP
increases were awarded with effect from 1 January 2022:
Occupational Level
CEO and CFO
Executives
Middle management/professional specialists
Non-management
2021 STI OUTCOMES
Metrics and weightings
The relative weighting and composition of Group and Individual objectives for 2021 were:
Performance category
Personal performance
Business performance
Business targets and outcomes
% Increase
3%
4.6%
4.7%
5.1%
CEO and CFO Other Executives
20%
80%
30%
70%
Subsidiary
Executives
40%
60%
Measure
Weighting
Sub-weighting
Threshold
Target
Stretch
2021 outcomes
2021 Target
2021 weighted
outcome
Consolidated Economic Profit
(EVA = RONA vs WACC)
ESG
70%
30%
Occupational health and safety
Environment
Social license to operate
Governance
RONA =
WACC
80%
of target
5%
90%
2
RONA =
WACC
+ 1.5%
100%
of target
10%
95%
0
RONA =
WACC
+ 3%
150%
of target
15%
100%
0
full adherence to QCA code
0%
0%
81.5%
24%
80%
50%
100%
100%
24%
12.5%
25%
20%
30%
25%
25%
20%
For the business performance measure in 2021, the collar was applied to the Vanadium price at US$35/kgV.
The overall STI performance achievement for business targets is 24 per cent, resulting in the achievement of a “below threshold” business
performance outcome.
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Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Personal targets and outcomes
Depending on the participant’s role, personal metrics and targets were set and evaluated with reference to the following performance
categories:
a. Strategy Implementation
b. Production Volumes
c. Production Costs
d. Capital Projects
e. Sustainability
f. Organisational Health
STI calculation and payments
The STI is calculated based on the following formula, which incorporates six variables derived from the end of year performance evaluation
scores:
a. Qualifying Annual TGP x On-Target Incentive Percentage x ((Personal Score x Personal Weighting) + (Business Score x Business Weighting)).
b. The STIs (cash and deferred shares) were as follows for the Company’s two executive directors, the CEO and CFO during 2021.
Qualifying Annual TGP x On-Target Incentive
Percentage x ((Personal Score x Personal
Weighting) + (Business Score x Business
Weighting)).
Name
TGP
US$(A)
On-target %
(B)
Personal
Score (20%)
C
Business score (80%) (D)
Non-financial
weighted
outcomes
Financial
weighted
outcome
STI = A X B X
{C+D}
Final STI
F. Mojapelo
T. Chikanza
424,328
318,050
45%
45%
14%
16%
0%
0%
19%
19%
63,013
50,093
Zero – No STI
was paid as
financial
performance
measures
were not
met.
The remainder of the employees have received bonuses based on the outcome of the non-financial and personal outcomes.
2021 CONDITIONAL SHARES AWARDED
The CSP comprises two elements: performance shares and bonus shares. During 2021, no conditional performance shares were granted.
Bonus shares were awarded based on the outcomes of the 2021 STI and are disclosed in the prior year’s report. No bonus awards will be
awarded to the CEO and CFO in 2022 due to the non-payment of STI for 2021.
MINIMUM SHAREHOLDING REQUIREMENTS
Minimum shareholding requirements for the Executives were adopted at the beginning of this financial year. Executives are given three years
from this date, or the date of their employment, to build up the required shareholding. The current levels of ownership are depicted below:
Executives
F. Mojapelo
T. Chikanza
% of TGP held in shares
(as at 31 Dec 2021)
MSR target and
target date
589%
200% (31 Dec 2021)
0%
150% (1 Oct 2022)
Annual Report and Financial Results 2021
91
Governance
2021 Remuneration Report continued
PART THREE: REMUNERATION IMPLEMENTATION REPORT CONTINUED
REMUNERATION DISCLOSURE
Remuneration paid to executive directors during the year
Single figure of remuneration table:
Name
Executive Directors
F Mojapelo 2,3
T Chikanza 3,4
Year
2021
2020
2021
2020
Guaranteed pay
US$
Benefits
US$
424,067
381,107
318,050
285,760
–
–
–
–
LTI Reflected US$
Other
Total single figure
of Remuneration
US$
STI 1
US$
–
–
137,198
85,368
–
–
103,388
64,330
–
–
–
–
424,067
603,673
318,050
453,478
Footnotes:
1. The STI included in the 2021 and 2020 financial years relates to the cash component accrued to incumbents relating to performance in the 2021 and 2020 financial year respectively,
however the STI is only paid after year end. For FY20, 1/3 of the STI will be settled in cash and 2/3 in shares which will vest in December 2021.
2. The LTI reflected in the 2020 financial year includes the bonus share awards which relate to performance in the 2020 financial year and will be awarded after year end.
3. No cash STI or Bonus shares were awarded for the FY2021 financial year
* All amounts for the 2021 single figure disclosure were converted to US$ using the average exchange rate of 14.7854 for the 2021 financial year (2020: 16.4622).
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Annual Report and Financial Results 2021
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A
Annual Report and Financial Results 2021
93
Governance
Directors’ Report
The Directors of Bushveld Minerals Limited (“Bushveld” or the
Group”) hereby present their report together with the consolidated
financial statements for the year ended 31 December 2021.
PRINCIPAL ACTIVITIES, BUSINESS REVIEW AND
FUTURE DEVELOPMENTS
Bushveld Minerals is a low-cost, vertically integrated primary vanadium
producer. As the owner of two of the world’s four operating vanadium
processing facilities, the Company is one of only three primary
producers globally. In 2021, Bushveld Minerals produced approximately
3,600 mtV, representing approximately three per cent of the global
vanadium market. With a diversified vanadium product portfolio serving
the needs of the steel, energy and chemical sectors, the Company
participates in the entire vanadium value chain through its two main
pillars: Bushveld Vanadium, which mines and processes vanadium ore;
and Bushveld Energy, an energy storage solutions provider.
With Vanchem’s recently refurbished Kiln 3, Bushveld Vanadium
expects to achieve a fully funded annualised steady state production
run rate of between 5,000 mtVp.a. and 5,400 mtVp.a. by the end of
2022. With production at this rate, we have a business that is
sustainable with an attractive cost proposition and good cash
generation capacity. Beyond that, the full production potential of the
Company’s assets is much greater and our investment proposition
offers significant further growth production to a level of 8,000
mtVp.a. over the medium to long term. This growth would be
facilitated through the advancement of the feasibility and pre-
feasibility studies at Vametco and Vanchem, respectively, which
would require modest capital expenditure relative to a greenfield
operation. The potential growth to 8,000 mtVp.a. would provide
an opportunity to reduce unit costs further and could be done in
incremental, value accretive phases.
Bushveld Energy is focused on developing and promoting the role
of vanadium in the growing global energy storage market through
the advancement of vanadium-based energy storage systems,
specifically VRFBs.
With respect to non-core interests, Bushveld Energy holds an
indirect interest in Cellcube of 25.25 per cent. In addition, the Group
also has interests in Lemur, an integrated thermal coal mining and
independent power producer project in Madagascar. In September
2021, the Company disposed of its 4.76 per cent shareholding in
AIM-listed AfriTin Mining Limited, the company demerged from
Bushveld Minerals in November 2017, and realised a total of
approximately US$3.5 million.
Bushveld Minerals is the holding company of several companies. The
Group structure is described in Note 1 of the financial statements.
Reviews of the Group’s financial and operational performance and
future developments are provided in the Chairman’s Statement,
Chief Executive Officer’s review and the Finance Director’s review.
RESULTS AND DIVIDEND
The Group’s results show a loss before tax for the year of US$37.7
million (2019: profit of US$83.3 million). While its value proposition
to shareholders is primarily of a capital growth nature, the intention
is to create shareholder value through delivering on strategy. Further
analysis of the results is disclosed in the Finance Director’s
statement.
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 22. The Company has one class
of ordinary shares which carry no right to fixed income. Each share
carries the right to one vote at general meetings of the Company.
DIRECTORS
The Directors who served the Company since 1 January 2021 are as
follows:
Fortune Mojapelo
Tanya Chikanza
Ian Watson
Michael J. Kirkwood
Anthony Viljoen
Jeremy Friedlander
Kevin Alcock
Mirco Bardella
Jacqueline Musiitwa
David Noko
Chief Executive Officer
Finance Director
Chairman and Independent
Non-Executive Director
Senior Independent Non-Executive Director
Non-Executive Director (retired 26 May 2022)
Independent Non-Executive Director
(retired 16 March 2022)
Independent Non-Executive Director
(appointed 16 March 2022)
Independent Non-Executive Director
(appointed 16 March 2022)
Independent Non-Executive Director
(appointed 16 March 2022)
Independent Non-Executive Director
(appointed 26 May 2022)
DIRECTORS’ INTERESTS
The Directors’ beneficial interests in the shares of the Company at
31 December 2021 were:
Ordinary shares of 1p each
31 December 2021
Ordinary shares of 1p each
31 December 2020
Fortune Mojapelo
Tanya Chikanza
Ian Watson
Michael J. Kirkwood
Anthony Viljoen
Jeremy Friedlander
13,253,794
–
2,455,000
300,000
9,746,667
1,050,000
12,580,000
–
3,555,000
300,000
12,746,667
1,050,000
Fortune Mojapelo held 9,173,794 Ordinary Shares in Bushveld
Minerals directly and has a beneficial interest in a further 8,160,000
shares held through VM Investment Company (Pty) Ltd, a company
in which he has a 50 per cent interest, resulting in a total of
13,253,794 shares.
Anthony Viljoen held 5,666,667 Ordinary Shares in Bushveld
Minerals directly and has a beneficial interest in a further 8,160,000
Ordinary Shares held through VM Investment Company (Pty) Ltd, a
company in which he has a 50 per cent interest, resulting in a total
of 9,746,667 shares.
The Bushveld Minerals remuneration structure includes an incentive
component which includes the Short-term Incentives (STI) and
Long-term Incentives (LTI) schemes. Refer to the Remuneration
Report for details of options awarded and the vesting thereof.
94
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
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 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.
CREDITOR PAYMENT POLICY AND PRACTICE
The Group’s policy is to ensure that, in the absence of disputes,
all suppliers are dealt with in accordance with its standard payment
policy and it abides 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 detailed in note 34 of the
financial statements.
EVENTS AFTER THE REPORTING DATE
Events after the reporting date are detailed in note 36 of the financial
statements, including the COVID-19 pandemic, the impact of which
is also described in the Chairman’s Statement, Chief Executive’s
Review and Finance Director’s Review.
STATEMENT AS TO DISCLOSURE OF INFORMATION
TO AUDITOR
The Directors who were in office on the date of approval of these
financial statements have confirmed that, as far as they are aware,
there is no relevant audit information of which the auditor is unaware.
Each of the Directors have confirmed that they have taken all the
steps that they ought to have taken as Directors in order to make
themselves aware of any relevant audit information and to establish
that it has been communicated to the auditor.
AUDITOR
The Company’s auditor is RSM UK Audit LLP.
ELECTRONIC COMMUNICATIONS
The maintenance and integrity of the Group’s website is the
responsibility of the Directors. The work carried out by the auditor
does not involve consideration of these matters and, accordingly,
the auditor accepts no responsibility for any changes that may have
occurred to the financial statements since they were initially
presented on the website.
The Group’s website is maintained in compliance with AIM Rule 26.
By order of the Board
K Bredin
Company Secretary
30 June 2022
Statement of
Directors’
Responsibilities
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law
and regulations.
Guernsey company law requires the Directors to prepare group
financial statements for each financial year in accordance with
generally-accepted accounting principles. The Directors are required
by the AIM Rules of the London Stock Exchange to prepare group
financial statements in accordance with International Financial
Reporting Standards (“IFRS”) in conformity with the requirements
of the Companies Act of 2006.
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 and are required by IFRS,
in conformity with the requirements of the Companies Act of 2006
to fairly present the financial position and performance of the Group.
The Directors must not approve the financial statements unless they
are satisfied that they give a true and fair view of the state of affairs
of the Group and of the profit or loss of the Group for that year.
In preparing the Group financial statements, the Directors are
required to:
select suitable accounting policies and apply them consistently;
(i)
(ii) make judgements and accounting estimates that are reasonable
and prudent;
(iii) state whether they have been prepared in accordance with IFRS
in conformity with the requirements of the
Companies Act of 2006; and
(iv) prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group will continue
in business.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Group’s transactions, and
disclose with reasonable accuracy, at any time, the financial position
of the Group and enable them to ensure that the financial statements
comply with applicable law. They are also responsible for safeguarding
the assets of the Group and taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Group’s website.
Legislation in Guernsey governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
The Directors confirm they have discharged their responsibilities as
noted above.
Annual Report and Financial Results 2021
95
Financial Statements
Financial
Statements
To fuel human freedom
in advancing a better,
safer, more durable
existence for us all.
96
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Annual Report and Financial Results 2021
97
Financial Statements
Independent Auditor’s Report
OPINION
We have audited the financial statements of Bushveld Minerals Limited and its subsidiaries (the ‘group’) for the year ended 31 December 2021
which comprise of the Consolidated Statement of Profit or Loss, Consolidated Statement of Comprehensive Loss, Consolidated Statement of
Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and notes to the financial statements,
including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is
applicable law and UK adopted International Accounting Standards.
In our opinion, the financial statements:
– give a true and fair view of the state of the group’s affairs as at 31 December 2021 and of the group’s loss for the year then ended;
– are in accordance with UK-adopted International Accounting Standards; and
– comply with the requirements of The Companies (Guernsey) Law, 2008.
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 are
independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s ability to continue to adopt the going
concern basis of accounting is described in the Key Audit Matters section, below.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the group’s ability to continue as a going concern for a period of at least twelve months from when
the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Summary of our audit approach
Key audit matters
Group
– Impairment of property, plant and equipment and intangible exploration and evaluation assets
– Going concern
Materiality
Group
– Overall materiality: $2,070,000 (2020: $3,000,000)
– Performance materiality: $1,550,000 (2020: $2,250,000)
Scope
Our full-scope audit procedures covered 99% of revenue, 97% of total assets and 98% of profit before tax.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the group financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified,
including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit and directing the efforts of
the engagement team. These matters were addressed in the context of our audit of the group financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
98
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Impairment of property, plant and equipment and intangible assets
Key audit matter description
The group has made of loss before tax of $47 million (2020: loss of US$38 million).
As a result, there is a risk that the carrying value of the group’s property, plant and equipment and
intangible exploration and evaluation may be impaired.
The use of estimates and judgements in respect of impairment is disclosed in the “use of estimates
and judgements” section of note 3 and details of intangible exploration and evaluation assets and
property, plant and equipment are disclosed in notes 12 and 13 respectively.
This is considered to be a Key Audit Matter due to the use of significant management estimates and
judgements in estimating the recoverable amount of the assets based on long-term forecasts which
require the use of assumptions, including future vanadium price, production volumes, foreign
exchange rates and costs.
How the matter was addressed in
the audit
Our work included:
– Review of the work of component auditors on component management’s impairment reviews;
– Checking the integrity and arithmetic accuracy of the cash flow forecasts as provided to the Board
of directors by management;
– Challenging management on the reasonableness of the assumptions made in the forecasts,
particularly in respect of production levels, vanadium prices, operating costs and capital
expenditure;
– Corroborating the reasonableness of assumptions and explanations provided by management to
supporting information where available;
– Stress-testing management’s cash flow forecasts to assess the impact of downside scenarios more
severe than those included in management’s forecasts;
– Considering mitigating actions available to management and the level of headroom in the forecasts
under various scenarios;
– Discussing our findings with management and the Audit Committee;
– Auditing the accuracy and completeness of disclosures made in the financial statements in respect
of impairment and the application of a fair value less cost of disposal model.
Key observations
The model used by management in relation to the assessment of the Vanchem CGU is particularly
sensitive to changes in the production volumes in the near term.
Going concern
Key audit matter description
The group made a loss before tax for the year of $47 million (2020: loss of $38 million) and has
significant borrowings which are secured on the trade and assets of the group, some of which are
subject to financial covenants. The group has undertaken significant capital expenditure in the year
to increase the production capacity of its operations and the forecasts used in management’s
assessment of going concern rely on the successful implementation and integration of these
new facilities.
The group is also directly impacted by changes in the market price of vanadium and the ZAR:USD
exchange rate, both of which are outside the group’s control. Fluctuations in either of these
assumptions can materially affect the results of the group.
As an area that inherently contains a considerable degree of management estimation and judgement,
going concern is an area that requires a significant amount of audit effort and senior audit
personnel time.
Annual Report and Financial Results 2021
99
Financial Statements
Independent Auditor’s Report continued
Going concern
How the matter was addressed in
the audit
Our work included:
– Obtain and review management’s assessment of going concern and consider the reasonableness
of assumptions used, corroborating them to external market information where possible.
– Challenging management on the implications of disaffirming evidence and alternative viewpoints.
– In relation to the forecasts and sensitivity analysis used in the going concern assessment we:
– Checked the arithmetic accuracy of the forecasts;
– Reviewed management’s sensitivity analysis to understand the impact of reasonably possible
changes (deemed to be 10%) in the vanadium price, production volumes and exchange rate.
– Challenged management on the key assumptions made, particularly with regards to the
production volumes of Kiln 3 and requested management undertake additional sensitivity
analysis beyond their original base-case;
– Assessed the accuracy of the forecasts through comparison FY22 actual results to the date of
approval.
– Compared the forecasts produced as part of the 2020 audit, to the actual results for 2021 to
assess the accuracy of management’s forecasts.
– Reviewed management’s forward-looking covenant compliance assessment to assess consistency
with the forecasts.
– Considered the relevance, accuracy and balance of disclosures made in the financial statements
including the front end.
Key observations
Management’s going concern assessment is particularly sensitive to changes in the production
volumes of the Vanchem business in the near term.
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of our audit
procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements as a whole, could
reasonably influence the economic decisions of the users we take into account the qualitative nature and the size of the misstatements.
Based on our professional judgement, we determined materiality as follows:
Overall materiality
Group
$2,070,000 (2020: $3,000,000)
Basis for determining overall materiality
Formula based on 5% of result before tax
Rationale for benchmark applied
As a listed entity, result before tax is considered to be the most
appropriate benchmark for users of the financial statements
Performance materiality
$1,550,000 (2020: $2,250,000)
Basis for determining performance materiality
75% of overall materiality
Reporting of misstatements to the Audit Committee
Misstatements in excess of $103,000 and misstatements below that
threshold that, in our view, warranted reporting on qualitative grounds.
An overview of the scope of our audit
The group consists of 30 components, located in the following countries;
– Guernsey
– South Africa
– Mauritius
– Madagascar
– United States of America
– United Kingdom
100
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
The coverage achieved by our audit procedures was:
Full scope audit
Specific audit procedures
Total
Number of
components
5
3
8
Revenue
Total assets
Loss before tax
99%
0%
99%
95%
2%
97%
89%
9%
98%
Analytical procedures at group level were performed for the remaining components.
Of the above, full scope audits for 3 components and specific audit procedures for 2 components were undertaken by component auditors.
OTHER INFORMATION
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report
thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements
does not cover the other information and 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.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters where The Companies (Guernsey) Law 2008 requires us to report to you if, in our
opinion:
– proper accounting records have not been kept by the parent company; or
– the financial statements are not in agreement with the accounting records; or
– we have failed to obtain all the information and explanations which, to the best of our knowledge and belief, are necessary for the purposes
of our audit.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors’ responsibilities statement set out on page 95, the Directors are responsible for the preparation of the
group’s 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 ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the group or to cease operations, or have no realistic alternative but to do so.
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.
THE EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING IRREGULARITIES,
INCLUDING FRAUD
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit
evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures
Annual Report and Financial Results 2021
101
Financial Statements
Independent Auditor’s Report continued
in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may
have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and
regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to
fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and
implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s
operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team and
component auditors:
– obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks, that the group operate
in and how the group is complying with the legal and regulatory frameworks;
– inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities,
including any known actual, suspected or alleged instances of fraud;
– discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the
financial statements may be susceptible to fraud.
All relevant laws and regulations identified at a Group level and areas susceptible to fraud that could have a material effect on the consolidated
financial statements were communicated to component auditors. Any instances of non-compliance with laws and regulations identified and
communicated by a component auditor were considered in our group audit approach.
The most significant laws and regulations were determined as follows:
Legislation/Regulation
Additional audit procedures performed by the Group audit engagement team and component auditors included:
IFRS and The Companies (Guernsey)
Law 2008
– Review of the financial statement disclosures and testing to supporting documentation;
– Completion of disclosure checklists to identify areas of non-compliance.
Tax compliance regulations in the
jurisdictions in which the group operates
– Inspection of advice received from internal/external tax advisors where relevant;
– Consideration of whether any matter identified during the audit required reporting to an
appropriate authority outside the entity.
Mining Charter of South Africa and
associated laws
– Enquiry of management as to whether any breaches had been identified;
– Review of supporting documentation where relevant.
The areas that we identified as being susceptible to material misstatement due to fraud were:
Risk
Audit procedures performed by the Group audit engagement team and component auditors
Revenue recognition
– Tests of controls, tests of details, analytical procedures and cut-off testing.
Management override of controls
– Testing the appropriateness of journal entries and other adjustments;
– Assessing whether the judgements made in making accounting estimates are indicative of a
potential bias; and
– Evaluating the business rationale of any significant transactions that are unusual or outside the
normal course of business.
A further description of our responsibilities for the audit of the financial statements is included in appendix 1 of this auditor’s report. This
description, which is located on page 103, forms part of our auditor’s report.
102
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
USE OF THIS 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.
RSM UK Audit LLP, Auditor
Chartered Accountants
25 Farringdon Street
London, EC4A 4AB
Date: 30 June 2022
Appendix 1: Auditor’s responsibilities for the audit of the financial Statements
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the
audit. We also:
– Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
– Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control.
– Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by
the Directors.
– Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group to cease to continue as
a going concern.
– Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation.
– Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to
express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, including the FRC’s Ethical Standard, and communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit
of the consolidated financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.
Annual Report and Financial Results 2021
103
Financial Statements
Consolidated Statement of Profit or Loss
For the year ended 31 December 2021
Continuing operations
Revenue
Cost of sales
Gross profit/(loss)
Other operating income
Impairment losses
Selling and distribution costs
Other mine operating costs
Idle plant costs
Share-based payment
Administration expenses
Operating loss
Finance income
Finance costs
Remeasurement of financial liabilities
Loss from Joint venture
Movement in earnout estimate
Loss before taxation
Taxation*
Loss for the year
Earnings per share
Loss per ordinary share
Basic (loss)/earnings per share (cents)
Diluted (loss)/earnings per share (cents)
Loss attributable to:
Owners of the parent
Non-controlling interest
* Refer to note 35 for details of restatement.
Note
2021
US$
2020
Restated*
US$
5
106,857,285
(102,782,583)
89,988,078
(91,260,760)
12&13
23
7
8
9
28
17
26
10
11
11
4,074,702
2,618,971
(2,438,890)
(6,406,621)
(3,224,407)
(3,386,899)
375,008
(20,894,292)
(29,282,428)
935,347
(12,184,059)
(1,902,172)
(4,351,356)
–
(1,272,682)
2,304,528
–
(4,828,710)
(4,699,892)
(4,152,153)
(375,008)
(19,783,176)
(32,807,093)
1,077,991
(5,732,249)
–
–
(206,066)
(46,784,668)
4,671,255
(37,667,417)
6,570,026
(42,113,413)
(31,097,391)
(3.39)
(3.39)
–
(2.63)
(2.63)
–
(40,779,853)
(1,333,560)
(30,595,243)
(502,148)
(42,113,413)
(31,097,391)
The accounting policies on pages 110 to 121 and the notes on pages 109 to 147 form an integral part of the consolidated financial statements.
104
Annual Report and Financial Results 2021
Consolidated Statement
of Comprehensive Loss
For the year ended 31 December 2021
Loss for the year
Consolidated other comprehensive income:
Items that will not be reclassified to profit or loss:
(Losses)/gains on valuation of investments in equity instruments
Other fair value movements
Total items that will not be reclassified to profit or loss
Items that may be reclassified to profit or loss:
Currency translation differences
Other comprehensive income for the year net of taxation
Total comprehensive (loss) income
Total comprehensive (loss) income attributable to:
Owners of the parent
Non-controlling interest
* Refer to note 35 for details of restatement.
All results relate to continuing activities.
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Note
2021
US$
2020
Restated*
US$
(42,113,413)
(31,097,391)
(3,771,367)
13,830
13,483,194
103,448
(3,757,537)
13,586,642
(9,712,355)
(9,660,609)
(13,469,892)
3,926,033
(55,583,305)
(27,171,358)
(55,918,489)
335,184
(25,790,347)
(1,381,011)
(55,583,305)
(27,171,358)
The accounting policies on pages 110 to 121 and the notes on pages 109 to 147 form an integral part of the consolidated financial statements.
Annual Report and Financial Results 2021
105
Financial Statements
Consolidated Statement of Financial Position
For the year ended 31 December 2021
Assets
Non-Current Assets
Intangible assets
Property, plant and equipment
Investment property
Financial assets at fair value
Investment in joint venture
Total Non-Current Assets
Current Assets
Inventories
Trade and other receivables
Restricted investment
Current tax receivable
Financial assets at fair value
Cash and cash equivalents
Total Current Assets
Total Assets
Equity and Liabilities
Share capital
Share premium
Retained income*
Share-based payment reserve
Convertible loan note reserve
Foreign currency translation reserve*
Fair value reserve
Equity attributable to owners of the parent
Non-controlling interest
Total Equity
Liabilities
Non-Current Liabilities
Retirement benefit obligation
Environmental rehabilitation liability
Deferred consideration
Loans
Borrowings
Lease liabilities
Deferred tax
Total Non-Current Liabilities
Current Liabilities
Trade and other payables
Provisions
Borrowings
Lease liabilities
Deferred consideration
Total Current Liabilities
Total Liabilities
Total Equity and Liabilities
* Refer to note 35 for details of restatement.
Note
2021
US$
2020
Restated*
US$
2019
Restated*
US$
12
13
14
16
17
18
19
20
16
21
22
22
22
23
22
22
24
25
26
27
28
29
15
30
31
28
29
26
59,254,372
153,110,702
2,595,359
–
7,855,237
59,003,825
167,579,993
2,811,017
–
–
59,408,821
185,269,063
2,905,449
4,420,891
–
222,815,670
229,394,835
252,004,224
41,646,156
17,642,216
2,868,886
275,017
–
15,432,852
34,081,625
10,425,363
3,111,465
814,067
22,452,877
50,540,672
35,082,342
4,516,287
6,605,465
493,178
1,952,227
34,011,557
77,865,127
300,680,797
121,426,069
350,820,904
82,661,056
334,665,280
16,797,180
125,550,674
(1,265,040)
–
54,814
(20,851,187)
(1,938,397)
15,858,428
117,065,907
28,367,659
375,008
54,814
(9,470,088)
12,966,294
15,357,271
111,067,064
58,962,902
633,277
–
(2,289,138)
(620,349)
118,348,044
32,481,896
150,829,940
165,218,022
32,146,712
197,364,734
183,111,027
33,527,723
216,638,750
1,905,739
18,031,321
1,684,021
3,280,948
67,435,647
3,920,698
6,014,244
2,076,023
17,998,366
1,802,884
1,597,972
70,909,370
4,376,483
11,549,862
2,331,325
17,844,066
7,108,819
–
41,756,152
4,677,338
24,278,644
102,272,618
110,310,960
97,996,344
33,080,670
3,721,853
10,211,102
564,614
–
22,065,601
3,296,894
13,337,406
625,661
3,819,648
15,809,996
3,432,619
–
787,571
–
47,578,239
149,850,857
300,680,797
43,145,210
153,456,170
350,820,904
20,030,186
118,026,530
334,665,280
The consolidated financial statements and the notes on pages 109 to 147, were approved by the board of directors on the 30 June 2022 and
were signed on its behalf by:
Tanya Chikanza
Finance Director
The accounting policies on pages 110 to 121 and the notes on pages 109 to 147 form an integral part of the consolidated financial statements.
106
Annual Report and Financial Results 2021
Consolidated Statement of Changes in Equity
Financial
Statements
For the year ended 31 December 2021
Supplementary
Information
Business
Overview
Governance
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*
Annual Report and Financial Results 2021
107
Financial Statements
Consolidated Statement of Cash Flows
For the year ended 31 December 2021
Cash flows from operating activities
Loss before taxation
Adjustments for:
Depreciation property, plant and equipment (including right-of-use assets)
Loss from joint venture
Movement in earnout estimate
Remeasurement of financial liabilities
Interest income
Finance costs
Impairment losses
Changes in working capital
Income taxes received/(paid)
Net cash outflow from operating activities
Cash flows from investing activities
Finance income
Purchase of property, plant and equipment
Payment of deferred consideration
Purchase of investments
Purchase of exploration and evaluation assets
Disposal of financial assets held at fair value
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds from loans
Finance costs
Repayment of borrowings
Proceeds from borrowings
Lease payments
Net cash (outflow)/inflow from financing activities
Total cash movement for the year
Cash and cash equivalents at the beginning of the year
Effect of translation of foreign rate
Total cash and cash equivalents at end of the year
Reconciliation of net cash flow to movement in net debt
Net debt at 1 January
Decrease/(increase) in borrowings
Increase in loans
Net (decrease)/increase in cash and cash equivalents
Decrease in lease liabilities
Effects of exchange rate changes
Net debt as at 31 December
Net cash and bank debt
Lease liabilities
Net debt as at 31 December
Note
2021
US$
2020
US$
13
26
28
8
9
12&13
8
13
26
16
12
27
28
28
(46,784,668)
(37,667,417)
19,395,496
4,351,356
–
1,902,172
(935,347)
12,184,059
2,438,890
(5,022,120)
394,069
17,866,153
–
206,066
–
(1,077,991)
5,732,249
–
1,253,029
(3,452,492)
(12,076,093)
(17,140,403)
935,347
(19,449,657)
(3,874,449)
(9,987,735)
(928,960)
16,147,154
985,901
(9,269,924)
(1,680,459)
(1,883,208)
(1,471,142)
286,643
(17,158,300)
(13,032,189)
1,335,735
(2,947,577)
(4,731,932)
–
(705,373)
1,597,972
(3,115,205)
–
49,417,161
(753,302)
(7,049,147)
47,146,626
(36,283,540)
50,540,672
1,175,720
16,974,034
34,011,557
(444,919)
21
15,432,852
50,540,672
(38,708,248)
4,731,932
(1,335,735)
(36,283,540)
245,943
4,499,970
(7,744,604)
(49,417,161)
(1,597,972)
16,974,034
256,260
2,821,195
(66,849,678)
(38,708,248)
(62,213,897)
(4,635,781)
(33,706,104)
(5,002,144)
(66,849,678)
(38,708,248)
The accounting policies on pages 110 to 121 and the notes on pages 109 to 147 form an integral part of the consolidated financial statements.
108
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Notes to the Consolidated
Financial Statements
For the year ended 31 December 2021
1. CORPORATE INFORMATION AND PRINCIPAL ACTIVITIES
Bushveld Minerals Limited (Bushveld) was incorporated and domiciled in Guernsey on 5 January 2012 and admitted to the AIM market in
London on 26 March 2012.
The address of the Company’s registered office is Oak House, Hirzel Street, St Peter Port, Guernsey, GY1 3RH. The consolidated financial
statements of the Company as at and for the year ended 31 December 2021 comprise of the Company and its subsidiaries (The “Group”)
and the Group’s interest in equity accounted investments.
As at 31 December 2021, the Bushveld Group comprised of:
Company
Bushveld Minerals Limited
Bushveld Resources Limited
Ivanti Resources (Pty) Limited
Pamish Investments No 39 (Pty) Limited
Amaraka Investments No 85 (Pty) Limited
Bushveld Minerals SA (Pty) Limited
Bushveld Vanchem (Pty) Limited
Great 1 Line Invest (Pty) Limited
Gemsbok Magnetite (Pty) Limited
Caber Trade and Invest 1 (Pty) Limited
Bushveld Vanadium 2 (Pty) Limited
Bushveld Energy Limited
Bushveld Energy Company (Pty) Limited
Bushveld Vametco Hybrid Mini Grid Company (RF) (Pty) Limited
Bushveld Electrolyte Company (Pty) Ltd
VRFB Holdings Limited
Vanadium Electrolyte Rental Limited
Enerox Holdings Limited
Bushveld Vametco Limited
Strategic Minerals Connecticut LLC
Bushveld Vanadium 1 (Pty) Limited
Bushveld Vametco Holdings (Pty) Limited
Bushveld Vametco Alloys (Pty) Limited
Bushveld Vametco Properties (Pty) Limited
Lemur Holdings Limited
Coal Mining Madagascar SARL
Imaloto Power Project Limited
Imaloto Power Project Company SARL
Lemur Investments Limited
Lemur SA (Pty) Ltd
Equity holding
and voting
rights
Note
N/A
1 100%
2 100%
2 64.00%
2 68.50%
2 100%
13 100%
2 62.5%
2 74%
2 51%
2 100%
1 84.00%
4 100%
12 100%
12 55%
4 50.5%
1&4 40% & 30%
14 50%
2 100%
7 100%
8 100%
11 74%
9 100%
10 100%
1 100%
5 99%
3 100%
6 99.00%
3 100%
3 100%
Country of
incorporation
Guernsey
Guernsey
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
Mauritius
South Africa
South Africa
South Africa
Guernsey
UK
Guernsey
Guernsey
United States
South Africa
South Africa
South Africa
South Africa
Mauritius
Madagascar
Mauritius
Madagascar
Mauritius
South Africa
Nature of activities
Ultimate holding company
Holding company
Mining and manufacturing company
Mining right holder
Vanadium and iron ore exploration
Group support services
Processing company
Vanadium and iron ore exploration
Vanadium and iron ore exploration
Vanadium and iron ore exploration
Holding company
Holding company
Energy development
Energy development
Energy development
Holding company
Energy development
Holding company
Holding company
Holding company
Holding company
Mining right holder
Mining and manufacturing company
Property owning company
Holding company
Coal exploration
Holding company
Power generation company
Holding company
Coal trading
1 Held directly by Bushveld Minerals Limited
2 Held by Bushveld Resources Limited
3 Held by Lemur Holdings Limited
4 Held by Bushveld Energy Limited
5 Held by Lemur Investments Limited
6 Held by Imaloto Power Limited
7 Held by Bushveld Vametco Limited
8 Held by Strategic Minerals Connecticut LLC
9 Held by Bushveld Vametco Holdings (Pty) Limited
10 Held by Vametco Alloys (Pty) Limited
11 Held by Bushveld Vanadium 1 (Pty) Limited
12 Held by Bushveld Energy Company (Pty) Limited
13 Held by Bushveld Vanadium 2 (Pty) Limited
14 Held by VRFB Holdings Limited
Annual Report and Financial Results 2021
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Financial Statements
Notes to the Consolidated Financial Statements continued
2. ADOPTION OF NEW AND REVISED STANDARDS
Accounting standards and interpretations applied
In the current year, the Group has adopted the following standards and interpretations that are effective for the current financial year and that
are relevant to its operations:
COVID-19-Related Rent Concessions
(Amendments to IFRS 16)
The new standard provides lessees with an exemption from assessing whether a
COVID-19-related rent concession is a lease modification.
Interest Rate Benchmark Reform
(Amendments to IFRS 9, IAS 39 and IFRS 7)
– Phase 2
The new standard is aimed at resolving the potential effects the IBOR reform could have
on financial reporting.
The adoption of these Standards and Interpretations, which become effective for annual periods beginning on or after 1 January 2021, had no
material impact on the financial statements of the Group.
Accounting standards and interpretations not applied
Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group:
Reference to the Conceptual Framework
(Amendments to IFRS 3)
The amendments update an outdated reference in IFRS 3 without significantly changing
its requirements.
Onerous Contracts — Cost of Fulfilling a Contract
(Amendments to IAS 37)
The amendments address costs a company should include as the cost of fulfilling
a contract when assessing whether a contract is onerous.
Property, Plant and Equipment — Proceeds before
Intended Use (Amendments to IAS 16)
The amendments prohibit deducting from the cost of an item of property, plant and
equipment any proceeds from selling items produced while bringing that asset to the
location and condition necessary for it to be capable of operating in the manner
intended by management.
Classification of Liabilities as Current or
Non-current (Amendments to IAS 1)
The amendments provide a more general approach to the classification of liabilities
under IAS 1 based on the contractual arrangements in place at the reporting date.
Subsidiary as a First-time Adopter
(amendments to IFRS 1)
The amendments simplified the application of IFRS 1 by a subsidiary that becomes
a first-time adopter after its parent. Subsidiary, associate or joint venture can elect to
apply exemption in par D16(a) to the cumulative translation difference.
Taxation in Fair Value Measurements
(Amendments to IAS 41)
The amendments removed the requirement to exclude cash flows for taxation when
measuring fair value.
Fees in the ‘10 per cent’ Test for Derecognition of
Financial Liabilities (Amendments to IFRS 9)
The amendments clarify what is included in fees paid and fees received.
The Directors anticipate that the adoption of these Standards and Interpretations, which become effective for annual periods beginning on or
after 1 January 2022, in future periods will have no material impact on the financial statements of the Group.
3. SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
These financial statements have been prepared in accordance with International Financial Reporting Standards and UK adopted International
Accounting Standards.
The financial year covers the 12 months to 31 December 2021. The comparative period covered the 12 month period to 31 December 2020.
The notes to the financial statements for the year ended 31 December 2019 have only been presented where impacted by the restatement
(see note 35).
The consolidated financial statements have been prepared under the historical cost basis, except for the revaluation of certain financial
instruments and investment properties to fair value. Historical cost is generally based on the fair value of the consideration given in exchange
for the assets. The principal accounting policies are set out below.
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Going concern
The Group closely monitors and manages its liquidity risk and day to day working capital requirements. The Group has a R125 million (around
$5.8million) Revolving Credit Facility with Nedbank at Vametco which is subject to financial covenants. Cash forecasts are regularly produced,
taking into account the global 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 RCF and proactively engages with Nedbank, the lender, where there is a risk of a breach. The
accounting treatment of IFRS 9 on the Orion Product Finance Agreement led to an increase in accounting interest, over and above the actual
interest paid and resulted in a breach of the net debt to EBITDA covenant as at 31 December 2021. The Group sought and was granted a
waiver for the interest cover covenant by Nedbank and as part of that waiver, the definitions of the covenant have been clarified and amended
to exclude the impact of IFRS 9. There was no change to the presentation in the financial statements due to breach, as the RCF facility is due
for repayment in November 2022 (the cash outflows for which are included within the group forecasts) and was therefore already disclosed as
a short term liability. Through our regular monitoring, based on Vametco’s actual performance to 30 May 2022 and forecast to 30 June 2022,
we are confident of passing the 30 June 2022 covenant testing period.
The main sensitivities considered as part of management’s going concern assessment are production, vanadium prices and exchange rates.
In terms of production, the newly refurbished Kiln 3 at Vanchem has been commissioned and is ramping up. The Group’s ability to achieve its
future production profile is predicated on the Kiln’s successful increase in production during the first three to four months following
commissioning as this will result in the Group reaching its target of steady state production run rate of 5,000 to 5,400 mtV per annum by the
end of the 2022 financial year. This assumes forecast production volumes at Vanchem of 222 mtV by December 2022. The pace of ramp up of
the kiln has been slower than planned, impacted by electricity loadshedding and technical issues that are consistent with a ramp up. The June
2022 production for Vanchem was 108 mtV. As part of our assessment of going concern, additional sensitivity analysis has been performed on
the production profile of Kiln 3, in particular over the next three to four months, where production is assumed to remain at 108 mtV, before
ramping up to the year-end target of 222 mtV. We have not identified a cash flow shortfall at group level as part of this sensitivity analysis.
These forecasts assume that Vametco continues to perform in line with historic levels and planned maintenance shutdowns are undertaken
annually, these shutdowns proceed in line with the planned timetable and no unplanned shutdowns are experienced during the going concern
period. We have also stress tested the kiln’s long term production plan as well given its planned significant future contribution to the Group’s
production profile and cash flows.
With regards to pricing, the short to medium term assumptions are that the average price achieved by the Group will be $40.99 through to
31 December 2022 and average at $35.04 throughout 2023. The year to date average price achieved by the group was $44.89. We have
performed sensitivity analysis on the basis of the prices falling 10 per cent below those forecast and have not identified a cash shortfall at
this level.
The forecasts assume a ZAR/USD rate of 15. This compares to a current spot rate of 15.89 and a 1 year forward rate of 15.29.
As noted above, the Nedbank RCF is due to be repaid in November 2022 and this is modelled in the cash flow forecasts. In November 2023 the
convertible loan note with Orion of $35million plus interest is due for repayment. Although this is beyond the 12 month going concern review
period as considered by the board, repayment of the convertible loan note is included in the group’s long term forecasts through to December
2023. Where additional funding may be required, the Group believes it has several options available to it, including but not limited to, use of the
overdraft facility, restructuring of the debt, cost reduction strategies as well as selling of non-core assets.
Based on the current Group finances, having considered group budgets and cash flow forecasts, possible downside scenarios around
commodity pricing and exchange rate and in particular around Vanchem’s Kiln production profile, the cash flow forecasts demonstrate the
Group will have sufficient headroom in its liquid resource to meet its obligations in the ordinary course of business for the next 12 months from
the date of approval of the financial statements. Accordingly, the Directors continue to adopt the going concern basis in preparing the
consolidated financial information.
Basis of consolidation
The consolidated financial statements present the statement of financial position and changes therein, statement of profit or loss and cash flow
information of the Group. Where necessary, adjustments are made to the results of subsidiaries to ensure the consistency of their accounting
policies with those used by the group. Intercompany transactions, balances and unrealised profits and losses between group companies are
eliminated on consolidation.
Annual Report and Financial Results 2021
111
Financial Statements
Notes to the Consolidated Financial Statements continued
3. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from
the date that control ceases.
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of
a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests
issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration
arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially
at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition
basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets.
Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the
acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re- measurement are recognised in profit
or loss.
Subsequent transactions that do not result in the obtaining of control are accounted for as equity transactions as follows:
– The carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the
subsidiary
– Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid is
recognised directly in equity and attributed to the owners of the parent
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the
fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IFRS 9 in profit or loss.
Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.
Disposal of subsidiaries
When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost,
with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently
accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other
comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities.
This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
Joint Ventures
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the
arrangement. Investments in joint ventures are accounted for using the equity method. Under the equity method, the share of the profits or
losses of the joint venture is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income.
Investments in joint ventures are carried in the statement of financial position at cost plus post-acquisition changes in the consolidated entity’s
share of net assets of the joint venture. Goodwill relating to the joint venture is included in the carrying amount of the investment and is neither
amortised nor individually tested for impairment. Income earned from joint venture entities reduce the carrying amount of the investment.
Non-controlling interests
Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Those interests of non- controlling
shareholders that present ownership interests entitling their holders to a proportionate share of the net assets upon liquidation are initially
measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial
recognition plus the non-controlling interests’ share of subsequent changes in equity. Total comprehensive income is attributed to non-
controlling interests even if this results in the non-controlling interests having a deficit balance.
Black Economic Empowerment (BEE) interests are accounted for as non-controlling interests on the basis that the Group does not control
these entities.
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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 Board of Directors, which makes strategic decisions.
Foreign currencies
Functional and presentational currency
The individual financial statements of each Group company are prepared in the currency of the primary economic environment in which they
operate (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each Group
company are expressed in US Dollars, which is the presentation currency for the consolidated financial statements and functional currency
of the parent company.
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 where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the
income statement.
Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have
a functional currency different from the presentation currency are translated into the presentation currency as follows:
a) assets and liabilities for each statement of financial position presented are translated at the closing rate;
b) income and expenses for each income statement are translated at average exchange rates (unless this 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
c) all resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.
Revenue recognition
Sale of goods/products
IFRS 15 requires revenue from contracts with customers to be recognised when the separate performance obligations are satisfied, which is
when control of promised goods or services are transferred to the customer.
The Group satisfies a performance obligation by transferring control of the promised goods/products to the customer. In the standard “control
of an asset” refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Control includes the
ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset.
The Group recognises revenue at the amount that reflects the consideration to which the entity expects to be entitled in exchange for
transferring goods or services to a customer. Revenue with contract customers is generated from sale of goods and is recognised upon delivery
of the goods to the customer, at a point in time and comprises the invoiced amount of goods to customers, net of value added tax.
Cost of sales
When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is
recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the
period in which the write-down or loss occurs.
Annual Report and Financial Results 2021
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Financial Statements
Notes to the Consolidated Financial Statements continued
3. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Share based payments
The fair value of bonus shares granted to employees for nil consideration under the short-term incentive scheme is recognised as an expense
over the relevant service period, being the year to which the bonus relates and the vesting period of the shares. The fair value is measured at
the grant date of the shares and is recognised in equity in the share-based payment reserve. The number of shares expected to vest is
estimated based on the non-market vesting conditions.
Where shares are forfeited due to a failure by the employee to satisfy the service conditions, any expenses previously recognised in relation
to such shares are reversed effective from the date of the forfeiture.
Finance income
Interest income is recognised when it is probable that economic benefits will flow to the Group and the amount of income can be measured
reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which
is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying
amount on initial recognition.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax charge is based on taxable profit for the year. 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 or loss, 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 including the costs of acquiring prospecting licences; mineral production licences
and annual licences fees; rights to explore; topographical, geological, geochemical and geophysical studies; exploratory drilling; trenching,
sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource; are capitalised as
intangible exploration and evaluation assets and subsequently measured at cost.
If an exploration project is successful, the related expenditures will be transferred at cost to property, plant and equipment and amortised
over the estimated life of the commercial ore reserves on a unit of production basis (with this charge being taken through profit or loss).
Where 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 impairment loss in profit or loss.
The recoverability of capitalised 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
Whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the asset is reviewed
for impairment. Assets are also reviewed for impairment at each reporting date in accordance with IFRS 6. An asset’s carrying value is written
down to its estimated recoverable amount (being the higher of the fair value less costs to sell and value in use) if that is less than the asset’s
carrying value. Impairment losses are recognised in profit or loss.
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An impairment review is undertaken when indicators of impairment arise but typically when one of the following circumstances applies:
– unexpected geological occurrences that render the resources uneconomic; or
– title to the asset is compromised; or
– variations in mineral prices that render the project uneconomic; or
– variations in the foreign currency rates; or
– the Group determines that it no longer wishes to continue to evaluate or develop the field.
Property, plant and equipment (excluding right-of-use assets)
Property, plant and equipment are stated at historical cost less accumulated depreciation, except for investment properties which are carried
at fair value.
Depreciation on assets commences when they are available for use by the group. Depreciation for property, plant and equipment is charged on
a systematic basis over the estimated useful lives of the assets after deducting the estimated residual value of the assets, using the straight-line
method. Depreciation for right-of-use assets is charged on the same basis except that the period is the shorter of the useful life of the asset
(in line with the category of property, plant and equipment to which the asset is classified) and the lease term, unless the title to the asset
transfers at the end of the lease term, in which case depreciation is over the useful life. The depreciation method applied is reviewed at least
at each financial year end, with any changes accounted for as a change in accounting estimate to be applied prospectively. The depreciation
charge for each period is recognised in the statement of profit or loss.
The useful life of an asset is the period of time over which the asset is expected to be used. The estimated useful lives of assets and their
residual values are reassessed annually at the end of each reporting period, with any changes in such accounting estimates being adjusted
in the year of reassessment and applied prospectively. The estimated useful lives of items of property, plant and equipment are as follows:
Buildings and other improvements
Plant and machinery
Motor vehicles, furniture and equipment
Decommissioning asset
Waste stripping asset
20-25 years
5-20 years
3-10 years
Life of mine
21 months
Assets under construction are not depreciated.
Repairs and maintenance is generally charged in profit and loss during the financial period in which it is incurred. However renovations
are capitalised and included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Group.
Major renovations are depreciated over the remaining useful life of the related asset.
An item of property, plant and equipment is derecognised upon disposal or when no future benefits are expected from its use or disposal.
Any gain or loss arising from de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying
amount of the asset) is included in the income statement in the year the asset is derecognised.
Impairment losses
At each reporting 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.
In assessing whether an impairment is required, the carrying value of the asset or CGU is compared with its recoverable amount. The
recoverable amount is the higher of the CGU’s fair value less costs of disposal (FVLCD) and value in use (VIU). Given the nature of the Group’s
activities, information on the fair value of an asset is usually difficult to obtain unless negotiations with potential purchasers or similar
transactions are taking place. Consequently, the FVLCD for each CGU is estimated based on discounted future estimated cash flows
(expressed in real terms) expected to be generated from the continued use of the CGUs using market-based commodity price and exchange
assumptions, estimated quantities of recoverable minerals, production levels, operating costs and capital requirements, including any
expansion projects, and its eventual disposal, based on the CGU 30 year plans and latest life of mine (LOM) plans. These cash flows were
discounted using a real post- tax discount rate that reflected current market assessments of the time value of money and the risks specific
to the CGU.
Estimates of quantities of recoverable minerals, production levels, operating costs and capital requirements and sourced from out planning
process, including the LOM plans, twp-year budgets and CGU-specific studies.
Annual Report and Financial Results 2021
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Financial Statements
Notes to the Consolidated Financial Statements continued
3. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
The determination of FVLCD for each CGU are considered to be Level 3 fair value measurements in both years, as they are derived from
valuation techniques that include inputs that are not based on observable market data. The Group considers the inputs and the valuation
approach to be consistent with the approach taken by market participants.
Key assumptions
The determination of FVLCD is most sensitive to the following key assumptions
– Production volumes
– Commodity prices
– Discount rates
– Exchange rates
Production volumes: In calculating the FVLCD, the production volumes incorporated into the cash flow models were 2,694 mtVpa for Vametco
and 1,610 mtVpa for Vanchem in 2022 for a base case scenario. For a full growth case in a steady state, production volumes for Vametco is
3,400 mtVpa and for Vanchem is 4,600 mtVpa taking the total Group production to 8,000 mtVpa. Estimated production volumes are based
on detailed life-of-mine plans and take into account development plans for the mines agreed by management as part of the long-term planning
process. Production volumes are dependent on a number of variables, such as: the recoverable quantities; the production profile; the cost of
the development of the infrastructure necessary to extract the reserves; the production costs; the contractual duration of mining rights; and
the selling price of the commodities extracted. As each producing mine has specific reserve characteristics and economic circumstances,
the cash flows of the mines are computed using appropriate individual economic models and key assumptions established by management.
The production profiles used were consistent with the reserves and resource volumes approved as part of the Group’s process for the
estimation of proved and probable reserves, resource estimates and in certain circumstances, include expansion projects. These are then
assessed to ensure they are consistent with what a market participant would estimate.
Commodity prices: Forecast commodity prices are based on management’s estimates and are derived from forward price curves and long-term
views of global supply and demand, building on past experience of the industry and consistent with external sources. These prices were
adjusted to arrive at appropriate consistent price assumptions for the different qualities and type of commodities, or, where appropriate,
contracted prices were applied. These prices are reviewed at least annually. Estimated long–term FeV price for the current year and the
comparative year that have been used to estimate future revenues, are as follows:
Assumptions
2021
2020
2022
2023
Long term
(2027+)
2021
2022
2023
Long term
(2024+)
FeV (US$ per KgV
US$ 41.35 US$
35.15 US$
40.00 US$
28.80 US$
36.00 US$
35.50 US$
35.00
Discount rates: In calculating the FVLCD, a real post-tax discount rate of 7.70 per cent (2020: 7.09 per cent) was applied to the post-tax cash
flows expressed in real terms. This discount rate is derived from the Group’s post-tax weighted average cost of capital (WACC), with appropriate
adjustments made to reflect the risks specific to the CGU and to determine the pre-tax rate. The WACC takes into account both debt and
equity. The cost of equity is derived from the expected return on investment by the Group’s investors. The cost of debt is based on its interest-
bearing borrowings the Group is obliged to service. Segment- specific risk is incorporated by applying individual beta factors. The beta factors
are evaluated annually based on publicly available market data.
Exchange rates: Foreign exchange rates are estimated with reference to external market forecasts and updated at least annually. The rates
applied for the first five years of the valuation are based on observable market data including spot and forward values, thereafter the estimate
is interpolated to the long term assumption, which involves market analysis including equity analyst estimates. The assumed long-term US
dollar/Rand is estimated to be 15.00 (2020:16.00).
Investment property
Investment property is initially measured at cost and subsequently at fair value with any change therein recognised in profit or loss. Any gain or
loss on disposal of investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the
item) is recognised in profit or loss.
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Inventories
Inventories are valued at the lower of cost or estimated net realisable value. Cost is determined on the following basis:
Raw materials
Consumable stores
Work in progress
Finished product
weighted average cost
weighted average cost
weighted average cost
weighted average cost
The cost of finished product and work in progress comprises of raw materials, direct labour, other direct costs, and related production
overheads (based on normal operating capacity) but excludes borrowing costs.
Net realisable value is the estimated selling price in the ordinary course of business, less costs of completion and selling expenses.
Financial assets and liabilities
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the
contractual provisions of the instrument. Financial instruments are classified into specified categories dependent upon the nature and purpose
of the instruments at the time of initial recognition.
Financial assets
Measurement
At initial recognition, the Group measures all financial assets at fair value plus, in the case of a financial asset not at fair value through profit
or loss, transaction costs. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
Financial assets are classified at initial recognition and subsequently measured at amortised cost, fair value though other comprehensive
income (FVOCI) or fair value through profit or loss (FVPL).
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s
business model for managing them.
Debt instruments
In order for a financial asset to be classified and measured at amortised cost or FVOCI, it needs to give rise to cash flows that are ‘solely
payments of principal and interest’ (SPPI) on the principal amount outstanding. This assessment is referred to as the SPPI test and is
performed at an instrument level.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows.
The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
Financial assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is
subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.
Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains
and losses on equity investments in OCI (however, the cumulative gain/loss on disposal is represented within equity), there is no subsequent
reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments
continue to be recognised in profit or loss as other income when the Group’s right to receive payments is established.
Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other
changes in fair value.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the
Group has transferred substantially all the risks and rewards of ownership.
Annual Report and Financial Results 2021
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Financial Statements
Notes to the Consolidated Financial Statements continued
3. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Impairment
The Group assesses on a forward-looking basis, the expected credit losses associated with its debt instruments carried at amortised cost
and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
Trade and other receivables
Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing
components, when they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual
cash flows and therefore measures them subsequently at amortised cost using the effective interest method, less any allowance for
expected credit losses.
To determine the expected credit loss allowance for trade and other receivables, the Group applies the simplified approach permitted by
IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables, see note 32 for further details.
Other receivables consist of prepayments and deposits, which are initially recognised as non-financial assets and realised over time.
Restricted investment
Restricted investment comprises of short-term deposits with an original maturity of three months or less and an investment in an investment
fund. These funds are dedicated towards future rehabilitation expenditure on the mine property.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments
with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value.
Investments and other financial assets
Investments are equity instruments which the Group intends to hold for the foreseeable future and has irrevocably elected to classify them
at FVOCI at inception.
Convertible loan
Interest-bearing loans are recorded initially at their fair value, net of direct transaction costs. Such instruments are subsequently carried at
their amortised cost and finance charges, including premiums payable on settlement, redemption or conversion, are recognised in profit or
loss over the term of the instrument using the effective rate of interest.
Instruments where the holder has the option to redeem for cash or convert into a pre-determined quantity of equity shares are classified as
compound instruments and presented partly as a liability and partly as equity.
Instruments where the holder has the option to redeem for cash or convert into a variable quantity of equity shares are classified separately
as a loan and a derivative liability.
Where conversion results in a fixed number of equity shares, the fair value of the liability component at the date of issue is estimated using
the prevailing market interest rate for a similar non-convertible instrument. The difference between the proceeds of issue and the fair value
assigned to the liability component, representing the embedded option to convert the liability into equity of the Group, is included in equity.
Where conversion is likely to result in a variable quantity of equity shares the related derivative liability is valued and included in liabilities.
The interest expense on the liability component is calculated by applying the prevailing market interest rate for similar
non-convertible debt to the instrument. The difference between this amount and the interest paid is added to the carrying value of the
convertible loan note.
Derivative liabilities are revalued at fair value at the reporting date, and changes in the valuation amounts are credited or charged to the profit
or loss.
Leases
The Group assesses whether a contract is or contains a lease, at inception of a contract. The Group recognises a right-of-use asset and
a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with
a lease term of 12 months or less) and leases of low value assets. For these leases, the Group recognises the lease payments as an operating
118
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Business
Overview
Governance
Financial
Statements
Supplementary
Information
expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which
economic benefits from the leased asset are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by
using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. The discount rate
used ranges between 10 per cent-11 per cent depending on the nature of the underlying asset.
Lease payments included in the measurement of the lease liability comprise:
– fixed lease payments (including in-substance fixed payments), less any lease incentives;
– variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
– the amount expected to be payable by the lessee under residual value guarantees;
– the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
– payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability is presented as a separate line in the Statement of Financial Position. The lease liability is subsequently measured by
increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying
amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
– the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is
remeasured by discounting the revised lease payments using a revised discount rate.
– the lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which
cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate (unless the lease payments
change is due to a change in a floating interest rate, in which case a revised discount rate is used).
– a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is
remeasured by discounting the revised lease payments using a revised discount rate.
The Group did not make any such adjustments during the periods presented.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the
commencement day and any initial direct costs.
They are subsequently measured at cost less accumulated depreciation and impairment losses.
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the
underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37.
The costs are included in the related right-of-use asset, unless those costs are incurred to produce inventories.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of
the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use
asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The Group
applies IAS 36 Impairment of Assets to determine whether a right-of- use asset is impaired and accounts for any identified impairment loss.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract,
the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any
provision is presented in the statement or comprehensive income, provisions are discounted using a current pre-tax rate that reflects, where
appropriate, the risks specific to the liability. Where discounting is used the increase in the provision due to the passage of time is recognised
as a finance cost.
Annual Report and Financial Results 2021
119
Financial Statements
Notes to the Consolidated Financial Statements continued
3. SIGNIFICANT ACCOUNTING POLICIES CONTINUED
i. Environmental rehabilitation liability
The Group is exposed to environmental liabilities relating to its operations. Full provision for the cost of environmental and other remedial work
such as reclamation costs, close down and restoration costs and pollution control is made based on the estimated cost as per the
Environmental Management Program Report. Annual increases in the provisions relating to change in the net present value of the provision
are shown in the statement of comprehensive income as a finance cost. Changes in estimates of the provision are accounted for in the year
the change in estimate occurs, and is charged to either the statement of comprehensive income or the decommissioning asset in property,
plant and equipment, depending on the nature of the liability.
ii. Post-retirement medical liability
The liability in respect of the defined benefit medical plan is the present value of the defined benefit obligation at the reporting date together
with adjustments for actuarial gains/losses. Any actuarial gains or losses are accounted for in other comprehensive income. The defined benefit
obligation is calculated annually by independent actuaries using the projected unit of credit method.
iii. Provident fund contributions
The Group’s contributions to the defined contribution plan are charged to profit and loss in the year to which they relate.
Use of estimates and judgements
In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about
the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
In particular, information about significant areas of estimation uncertainty considered by management in preparing the financial statements
is described below:
i. 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 are further influenced by changing technologies, political, environmental, safety, business and
statutory considerations.
ii. Asset lives and residual values
Property, plant and equipment are depreciated over its useful life taking into account residual values, where appropriate. The actual lives of
the assets and residual values are assessed annually and may vary depending on a number of factors. In reassessing asset lives, factors such as
technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues
such as future market conditions, the remaining life of the asset and projected disposal values.
iii. Post-retirement employee benefits
Post-retirement medical aid liabilities are provided for certain existing employees. Actuarial valuations are based on assumptions which include employee
turnover, mortality rates, the discount rate, health care inflation costs and rates of increase in costs. Sensitivities have been disclosed in note 24.
iv. Revaluation of investment properties
The Group carries its residential investment properties at fair value. The Group engaged an independent valuation specialist to assess the fair
value as at 31 December 2021 for residential properties. For residential properties, it measures land and buildings at revalued amounts with
changes in fair value being recognised in other comprehensive income. Land and buildings were valued by reference to market-based
evidence, using comparable prices adjusted for specific market factors such as nature, location and condition of the property.
v. Impairment of financial assets
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement
in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s past history, existing market
conditions as well as forward looking estimates at the end of each reporting period. Details of the key assumptions and inputs used are
disclosed in note 32.
vi. Impairment of non-current assets
Determining whether an exploration and evaluation asset is impaired requires an assessment of whether there are any indicators of
impairment, including by reference to specific impairment indicators prescribed in IFRS 6. 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 vanadium and iron ore prices, future capital expenditures
and environmental and regulatory restriction.
120
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Supplementary
Information
The Group also reviews and tests the carrying value of tangible assets when events or changes in circumstances indicate that the carrying
amount may not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows
of other assets, which is generally at the individual operating asset level. If there are indications that impairment may have occurred, estimates
are prepared of expected future cash flows for each group of assets. Expected future cash flows used to determine the recoverable amount of
tangible assets are inherently uncertain and could materially change over time and impact the recoverable amounts. The cash flows and
recoverable amount are significantly affected by a number of factors including published reserves, resources, exploration potential and
production estimates, together with economic factors such as spot and future metal prices, discount rates, foreign currency exchange rates,
estimates of costs to produce products and future capital expenditure. At the reporting date the Group assesses whether any of the indicators
which gave rise to previously recognised impairments have changed such that the impairment loss no longer exists or may have decreased.
The impairment loss is then assessed on the original factors for reversal and if indicated, such reversal is recognised.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset’s fair value less costs to sell and value in use. The recoverable amount is estimated based on the positive
indicators. If an impairment loss has decreased, the carrying amount is recorded at the recoverable amount as limited in terms of
IAS 36 Impairment of Assets.
The directors performed an impairment review on tangible assets at 31 December 2021. No reasonable changes in the key assumptions or
inputs would lead to an impairment charge over the next 12 month period.
vii. Impairment of exploration and evaluation assets
As disclosed in note 12, the Mokopane license held by the Group requires that mining operations commence prior to the end of January 2021.
As at 31 December 2021 no mining has taken place at the site. An application for an extension to requirement to commence mining activities
has been submitted to the Department of Mineral Resources and Energy (DMRE), however a response has not yet received. The directors are
confident that the extension will be forthcoming and the license therefore remains valid. Consequently, the directors have made a judgment
that no impairment of the related intangible asset is required.
viii. Borrowing costs
IAS 23 requires that borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset form part
of the cost of that asset. It is the judgement of the directors that due to the insubstantial period of time over which assets have been
constructed, that no assets meet the definition of a qualifying asset and therefore no borrowing costs have been capitalised.
ix. Assessment of control
The group’s investment in VRFB Holdings Limited has been accounted for as a joint venture on the basis that the directors have concluded that
under IFRS 10 the group does not have the ability to use its power over the investee entity to influence its returns. This conclusion has been
reached on the basis of specific terms of the joint venture agreement with the other investors to VRFB Holdings Limited and represents a
significant management judgement.
x. Mustang Convertible Loan Note option
As described in Note 36, as at 31 December 2021 Mustang Energy plc (Mustang) had an option to require that Bushveld Mineral Limited (the
Company) issue to the Mustang Convertible Loan Note (CLN) holders such new number of Bushveld Mineral Limited shares as is equivalent to
the par value of the noteholder’s CLN, together with accrued and unpaid interest in return for Mustang transferring to Bushveld Energy Limited
Mustang’s shareholding in VRFB Holdings Limited. As at 31 December 2021 the Mustang CLNs had a nominal value of $8 million and a 10 per
cent coupon. As at the year end this option had not been exercised by the Mustang CLN holders. Details of the exercise of certain options post
year-end is described in Note 36. In the Director’s view, the fair value of this right is considered immaterial for recognition as at
31 December 2021.
4. SEGMENTAL REPORTING
Bushveld Minerals Limited’s operating segments are identified by the Chief Executive Officer and the Executive Committee, collectively named
as the Chief Operating Decision Makers (CODM). The operating segments are identified by the way the Group’s operations are organised. As at
31 December 2021 the Group operated within three operating segments, vanadium mining and production, energy and mineral exploration
activities for vanadium and coal exploration. Activities take place in South Africa (iron ore, vanadium and energy), Madagascar (coal),
other African countries (energy project development) and global (battery investment, vanadium sales).
Segment revenue and results
The following is an analysis of the Group’s revenue and results by reportable segment.
Annual Report and Financial Results 2021
121
Financial Statements
Notes to the Consolidated Financial Statements continued
4. SEGMENTAL REPORTING CONTINUED
Year ended 31 December 2021
Results
Segment revenue
Segment costs
Segmental loss
Year ended 31 December 2020
Results
Segment revenue
Segment costs
Segmental loss
Vanadium
mining and
production
US$
Energy
US$
Total
US$
106,857,285
(123,442,467)
–
(882,453)
106,857,285
(124,324,920)
(16,585,182)
(882,453)
(17,467,635)
Vanadium
mining and
production
US$
Energy
US$
Total
US$
89,920,958
(110,750,141)
67,120
(1,050,735)
89,988,078
(111,800,876)
(20,829,183)
(983,615)
(21,812,798)
During the year there were no costs incurred for the exploration of vanadium and coal exploration. Costs attributable to both segments were of
a capital nature.
The reconciliation of segmental loss to the Group’s loss before tax is as follows:
Segmental loss
Unallocated costs
Remeasurement of financial liabilities
Share of loss in joint venture
Movement in earnout estimate
Finance income
Finance costs
2021
2020
(17,467,635)
(11,814,793)
(1,902,172)
(4,351,356)
–
935,347
(12,184,059)
(21,812,798)
(10,994,295)
–
–
(206,066)
1,077,991
(5,732,249)
(46,784,668)
(37,667,417)
Unallocated costs relate primarily to corporate costs and parent company overheads not attributable to a specific segment.
Other segmental information
31 December 2021
Intangible assets – exploration and evaluation
Total reportable segmental net assets
Unallocated net assets
Vanadium
and iron ore
exploration
US$
47,374,076
47,374,076
–
Vanadium
mining and
production
US$
6,481,542
94,923,233
–
Coal
exploration
US$
5,398,754
5,398,754
–
Bushveld
Energy
US$
Total
US$
–
17,034,295
–
59,254,372
164,730,358
(13,900,418)
Total consolidated net assets
–
–
–
–
150,829,940
31 December 2020
Intangible assets – exploration and evaluation
Total reportable segmental net assets
Unallocated net liabilities
Vanadium
and iron ore
exploration
US$
Vanadium
mining and
production
US$
54,950,331
54,950,331
–
–
168,285,858
–
Coal
exploration
US$
4,053,494
4,053,494
–
Bushveld
Energy
US$
Total
US$
–
21,388,618
–
59,003,825
248,678,301
(34,678,551)
Total consolidated net assets
–
–
–
–
213,999,750
Unallocated assets and liabilities relate to corporate and parent company assets and liabilities not attributable to a specific segment.
122
Annual Report and Financial Results 2021
5. REVENUE
Revenue from contracts with customers
Sale of goods
Bushveld Energy services rendered
Disaggregation of revenue from contracts with customers
The Group disaggregates revenue from customers as follows:
Sale of goods
Local sales of vanadium – NV12
Local sales of vanadium – NV16
Local sales of vanadium – MVO
Export sales of vanadium – NV12
Export sales of vanadium – NV16
Export sales of vanadium – VCM
Export sales of vanadium – AMV
Rendering of services
Bushveld Energy services rendered
Total revenue from contracts with customers
Business
Overview
Governance
Financial
Statements
Supplementary
Information
2021
US$
2020
US$
106,857,285
–
89,920,958
67,120
106,857,285
89,988,078
5,089,815
1,606,027
*(140,385)
21,720,633
71,713,328
–
6,867,867
2,161,420
1,055,785
370,686
16,452,321
61,537,773
230,248
8,112,725
106,857,285
89,920,958
–
67,120
106,857,285
89,988,078
Revenue with contract customers is generated from sale of goods and is recognised upon delivery of the goods to the customer, at a point in
time and comprises the invoiced amount of goods to customers, net of value added tax.
*
The negative sales amount is due to the return of MVO sold during the 2020 financial year.
6. STAFF COSTS
Details of directors’ remuneration are included in note 34 (related party transactions) and the Remuneration Report.
7. ADMINISTRATIVE EXPENSES BY NATURE
Staff costs
Depreciation of property, plant and equipment
Professional fees
Other
Total administrative expenses
8. FINANCE INCOME
Bank interest
2021
US$
2020
US$
10,746,322
392,669
5,860,976
3,894,325
8,146,473
256,929
6,017,782
5,361,992
20,894,292
19,783,176
2021
US$
2020
US$
935,347
1,077,991
Annual Report and Financial Results 2021
123
Financial Statements
Notes to the Consolidated Financial Statements continued
9. FINANCE COSTS
Interest on unsecured convertible loan notes
Interest on rehabilitation liability
Interest on borrowings
Interest on lease liabilities
Other finance costs
10. TAXATION
Current
Current income tax charge
Local income tax – recognised in current tax for prior periods
Deferred
Prior year adjustment
Deferred tax movement
The tax expense represents the sum of the tax currently payable and the deferred tax adjustment for the year.
Loss before tax
Tax at the effective tax rate of 11.6% (2020: 18.6%)
Tax effect on non-deductible items
Origination and reversal of temporary differences
Deferred tax asset not recognised
Recognised deferred tax assets – initial recognition
Taxation expense for the year
2021
US$
4,706,184
1,781,584
4,984,532
459,430
252,329
2020
US$
1,614,577
1,663,602
1,749,386
466,032
238,652
12,184,059
5,732,249
2021
US$
2020
Restated
US$
370,437
(13,246)
3,265,229
–
357,191
3,265,229
82,573
(5,111,019)
–
(9,835,255)
(5,028,446)
(9,835,255)
(4,671,255)
(6,570,026)
2021
US$
(46,784,668)
(5,422,632)
602,895
1,400,229
3,704,257
(4,956,004)
2020
Restated
US$
(37,667,417)
(7,023,575)
353,652
737,127
9,270,466
(9,907,696)
(4,671,255)
(6,570,026)
11. LOSS PER SHARE FROM CONTINUING OPERATIONS
Basic loss per share
The calculation of a basic loss per share of 3.39 cents (December 2020: 2.63 cents restated), is calculated using the total loss for the year
attributable to the owners of the company of US$40,779,853 (December 2020: Restated loss of US$30,595,243) and 1,201,683,206 shares
(2020: 1,164,710,352) being the weighted average number of share in issue during the year.
Diluted loss per share
Due to the Group being loss making for the year, instruments are not considered dilutive and therefore the diluted loss per share is the same as
basic loss per share for both financial years.
12. INTANGIBLE ASSETS
Vanadium and Iron ore
Coal
Total
124
2021
2020
Cost/Valuation
US$
Carrying value
US$
Cost/Valuation
US$
Carrying value
US$
53,855,618
5,398,754
53,855,618
5,398,754
54,950,331
4,053,494
54,950,331
4,053,494
59,254,372
59,254,372
59,003,825
59,003,825
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Reconciliation of intangible assets – 2021
Vanadium and Iron ore
Coal
Opening
balance
US$
54,950,331
4,053,494
59,003,825
Additions
US$
162,621
766,339
928,960
Foreign exchange
movements
US$
Impairment
loss*
US$
Total
US$
(715,974)
578,921
(541,360)
–
53,855,618
5,398,754
(137,053)
(541,360)
59,254,372
*
The directors performed an impairment review on intangible assets at 31 December 2021, and impaired assets that will not produce economically recoverable deposits based on planned
future development of the projects, current and forecast commodity prices.
Reconciliation of intangible assets – 2020
Vanadium and Iron ore
Coal
Opening
balance
US$
56,827,085
2,581,736
Additions
US$
89,764
1,381,378
Foreign exchange
movements
US$
Impairment
loss
US$
Total
US$
(1,966,518)
90,380
–
–
–
54,950,331
4,053,494
59,003,825
59,408,821
1,471,142
(1,876,138)
Vanadium and Iron Ore
The Company’s subsidiary, Bushveld Resources Limited has a 64 per cent interest in Pamish Investment No 39 (Proprietary) Limited (Pamish)
which holds an interest in Prospecting right 95 (Pamish 39).
The Department of Mineral Resources and Energy (DMRE) granted a mining right to Pamish Investments No. 39 (Pty) Ltd (Pamish) on the 28th
of August 2019, in respect of the five farms Vliegekraal 783 LR, Vogelstruisfontein 765 LR, Vriesland 781 LR, Schoonoord 786 LR and Bellevue
808 LR situated in the District of Mogalakwena, Limpopo, which make up the Mokopane Project.
Mokopane is a vanadium resource. On 29 January 2020, the DMRE executed a 30-year mining right in favour of the Company, over five farms:
Vogelstruisfontein 765 LR; Vriesland 781 LR; Vliegekraal 783 LR; Schoonoord 786 LR; and Bellevue 808 LR. The Mining Right required Pamish
to commence mining activities, including in-situ activities associated with the Definitive Feasibility Study (DFS) by end of January 2021. The
COVID-19 pandemic resulted in a significant delay in the commencement of the DFS and the necessary engagement with local communities
required to finalise Land Use arrangements and, consequently, this deadline was not met. Application to the DMRE for an extension of
18 months to commence mining activities has been submitted. Engagement has begun with communities to reach agreement for access to the
project areas and secure a Land Use Arrangement.
The mining right allows for the extraction of several other minerals over the entire Mokopane project resource area, including, titanium,
phosphate, platinum Group metals, gold, cobalt, copper, nickel and chrome.
Brits Vanadium Project
Bushveld Minerals Limited has been granted Section 11 of the Mineral and Petroleum Resources Development Act (MPRDA) for acquiring
control of Sable Platinum Mining (Pty) Ltd for NW 30/5/1/1/2/11124 PR, held through Great Line 1 Invest (Pty) Ltd and was executed in
May 2021. The company has also applied for Section 102 of the Mineral and Petroleum Resources Development Act (MPRDA) and waiting
for approval to incorporate NW 30/5/1/1/2/11069 PR into NW 30/5/1/1/2/11124 PR.
Bushveld Minerals Limited has applied for a prospecting right which has been accepted and environmental authorisation has been granted
under GP 30/5/1/1/2/10576 PR held by Gemsbok Magnetite (Pty) Ltd.
A renewal application for Prospecting Right NW 30/5/1/1/2/11124 PR was granted for Great 1 Line on Farm Uitvalgrond 431 JQ Portion 3.
Coal
Coal Exploration licences have been issued to Coal Mining Madagascar SARL a 99 per cent subsidiary of Lemur Investments Limited.
The exploration is in South West Madagascar covering 11 concession blocks in the Imaloto Coal basin known as the Imaloto Coal Project
and Extension.
Annual Report and Financial Results 2021
125
Financial Statements
Notes to the Consolidated Financial Statements continued
13. PROPERTY, PLANT AND EQUIPMENT
Buildings and
other
improvements
US$
Motor
vehicles
furniture and
equipment
US$
Plant and
machinery
US$
Decommissining
assets
US$
Right of use
asset
US$
Waste
stripping
asset
US$
Assets under
construction
US$
Total
US$
Cost
At 1 January 2020
Additions
Disposals
Transfers
Revaluations
Foreign exchange differences
8,196,521 166,369,583 1,474,110
62,665
2,256,794
(192,023)
(2,490,766)
121,070
11,645,072
–
–
(559,874)
(6,179,154)
–
(336,491)
190,930
–
(344,926)
2,597,288
–
–
–
(695,244)
33,180
5,735,890 3,920,684 10,668,778 198,962,854
9,269,924
(3,019,280)
–
(695,244)
(8,156,956)
– 6,950,465
–
–
– (11,957,072)
–
–
(718,321)
(156,242)
–
–
–
–
(231,619)
At 31 December 2020
7,706,034 171,601,529
905,948
1,935,224
5,504,271 3,764,442
4,943,850 196,361,298
Additions
Disposals
Impairments of obsolete assets
Assets under construction
–
–
–
5,156,605
(1,916,158)
(2,263,063)
24,024
(78,119)
–
(207,189)
–
–
396,239
– (3,723,494)
–
–
– 14,079,978
–
–
19,449,657
(5,717,771)
(2,263,063)
capitalised
Foreign exchange differences
–
(426,162)
5,373,628
(3,323,601)
57,148
(108,315)
–
(73,658)
–
(834,539)
– (5,430,776)
(996,705)
(40,948)
–
(5,803,928)
At 31 December 2021
7,279,872 174,628,940
800,686
1,654,377
5,065,971
– 12,596,347 202,026,193
Depreciation
At 1 January 2020
Disposals
Depreciation charge for the year
Foreign exchange differences
(1,022,284)
336,491
(385,785)
3,367
(9,384,009)
2,407,463
(14,468,628)
301,705
(535,710)
248,586
(175,976)
(151,754)
(954,588)
–
(53,233)
31,352
(628,963) (1,168,237)
–
(2,347,763)
(248,442)
–
(434,768)
(150,129)
– (13,693,791)
–
2,992,540
– (17,866,153)
(213,901)
–
At 31 December 2020
(1,068,211) (21,143,469)
(614,854)
(976,469) (1,213,860) (3,764,442)
– (28,781,305)
Depreciation charge for the year
Disposals
Impairment of obsolete assets
Foreign exchange differences
(354,785)
–
–
79,596
(18,087,039)
1,777,899
365,533
(7,221,073)
(266,419)
89,424
–
34,257
(46,321)
–
–
76,847
(640,932)
–
– 3,723,494
–
–
40,948
294,385
– (19,395,496)
5,590,817
–
365,533
–
(6,695,040)
–
At 31 December 2021
(1,343,400) (44,308,149)
(757,592)
(945,943) (1,560,407)
–
– (48,915,491)
Net Book Value
At 31 December 2020
6,637,823 150,458,060
291,094
958,755
4,290,411
– 4,943,850 167,579,993
At 31 December 2021
5,936,472 130,320,791
43,094
708,434
3,505,564
– 12,596,347 153,110,702
The right of use asset of $3.5million relates to land and buildings of $3.4million and plant and machinery of $0.09million.
Refer to note 3(vi) on management’s assumptions for the impairment of non-current assets. The net impairment charge of $1.8million
recognised during the year relates to items of property, plant and equipment that were identified as being either obsolete, or no longer in use.
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Business
Overview
Governance
Financial
Statements
Supplementary
Information
14. INVESTMENT PROPERTY
Investment properties
2,811,017
(215,658)
2,595,359
2,905,449
(94,432)
2,811,017
Opening
balance
US$
2021
Fair value
movements
US$
Closing
balance
US$
Opening
balance
US$
2020
Fair value
movements
US$
Closing
balance
US$
Investment properties comprise residential housing in Brits and Elandsrand, North West Province.
Investment properties are stated at fair value, which has been determined based on valuations performed by Domus Estate Management,
an accredited independent valuer, as at 31 December 2021. Fair value is the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the measurement date.
The following valuation techniques and key inputs were used in the valuation of the investment properties:
i. Physical inspection of each property;
ii. Consultation with estate agencies to discuss current sales market trends; and
iii. Comparative sales reports for locations where properties are situated were obtained from South Africa.
15. DEFERRED TAX
Deferred tax liability
Residential properties
Property plant and equipment
Prepayments
Doubtful debt allowance
Total deferred tax liability
Deferred tax asset
Provisions
Inventory
Environmental rehabilitation liability
Leases – Lease liability
Assessed loss
Post-retirement medical liability
2021
US$
2020
Restated*
US$
2019
Restated*
US$
(577,502)
(25,721,549)
(24,092)
(11)
(624,978)
(29,267,614)
(144,472)
(332)
(644,691)
(32,182,666)
(187,898)
–
(26,323,154)
(30,037,396)
(33,015,255)
3,813,396
–
1,976,545
165,925
13,819,438
533,607
3,926,545
356,194
2,009,660
178,783
11,435,066
581,286
3,674,640
1,082,620
2,004,422
86,793
1,235,365
652,771
Deferred tax balance from temporary differences other than unused tax losses
20,308,911
18,487,534
8,736,611
Total deferred tax asset
Deferred tax liability
Deferred tax assets
Total net deferred tax liability
20,308,911
18,487,534
8,736,611
(26,323,154)
20,308,911
(30,037,396)
18,487,534
(33,015,255)
8,736,611
(6,014,243)
(11,549,862)
(24,278,644)
The evidence supporting recognition of a deferred tax liability is forecasts for the component to which the losses relate which indicate with
reasonable certainty the availability of sufficient future taxable profits in the next 3 years against which the losses can be utilised.
Refer to note 35 on a detailed explanation on the restatement.
Annual Report and Financial Results 2021
127
Financial Statements
Notes to the Consolidated Financial Statements continued
15. DEFERRED TAX CONTINUED
Reconciliation of deferred tax asset/(liability)
At beginning of year
Transfer from statement of profit or loss
Revaluation through other comprehensive income
Other movements
Foreign exchange difference
16. FINANCIAL ASSETS AT FAIR VALUE
At 1 January
Additions
Disposals
Fair value movement
Transfer to interest in joint venture
Foreign exchange
As at 31 December
2021
US$
2020
US$
2019
US$
(11,549,862)
5,028,446
(2,916)
(72,442)
582,530
(24,278,644)
9,835,255
(34,919)
72,442
2,856,004
265,025
(23,077,361)
(35,941)
–
(1,430,367)
(6,014,244)
(11,549,862)
(24,278,644)
2021
US$
2020
US$
22,452,877
9,987,735
(16,147,154)
(3,771,367)
(12,291,834)
(230,257)
1,952,227
7,304,099
(286,643)
13,483,194
–
–
–
22,452,877
During the year the Group made further investment in VRFB Holdings Limited and in April 2021 the investment became a joint venture.
Further details are included in note 17.
AfriTin Mining Limited
The Group measures the fair value of the investment in AfriTin Mining Limited using the quoted price in an active market for that instrument.
A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing
information on an ongoing basis. The investment in AfriTin was disposed in 2021.
Invinity Energy Systems
The investment in Invinity was realised, resulting in capital appreciation. The proceeds of the sale were used towards Bushveld Energy’s
2021 projects.
17. INTERESTS IN JOINT VENTURES
Transfer from financial assets held at fair value
Loss on joint venture undertaking
Foreign exchange
2021
US$
12,291,834
(4,351,356)
(85,241)
7,855,237
2020
US$
–
–
–
–
VRFB Holdings Limited
The investment in VRFB Holding Limited is in line with Bushveld Minerals’ strategy of partnering with Vanadium Redox Flow Battery (VRFB)
companies.
VRFB is a company incorporated as a special purpose vehicle consisting of various shareholders including Bushveld Energy Limited (BE),
a majority owned subsidiary of Bushveld Minerals. In 2021, Bushveld acquired a 50.5 per cent interest in VRFB Holdings Limited (VRFB).
VRFB is the holding company for the Group’s investment in CellCube (Enerox).
Bushveld accounts for its 50.5 per cent shareholding in VRFB as an investment in joint venture as it does not meet the requirements of control
under IFRS10.
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Overview
Governance
Financial
Statements
Supplementary
Information
The VRFB investment is part of Bushveld Minerals’ strategy of partnering with VRFB Original Equipment Manufacturers (OEMs) that includes
supply of vanadium and electrolyte, deployments and investment into the rapidly growing energy storage market.
The amount of write-down of inventories due to net realisable value provision requirement is nil (2020: nil).
18. INVENTORIES
Finished goods
Work in progress
Raw materials
Consumable stores
Total inventories
19. TRADE AND OTHER RECEIVABLES
Trade receivables
Other receivables
Loss allowance
Non-financial instruments:
VAT
Total trade and other receivables
Categorisation of trade and other receivables
Trade and other receivables are categorised as follows in accordance with IFRS 9: Financial Instruments:
At amortised cost
Non-financial instruments
2021
US$
2020
US$
18,058,022
9,323,360
3,159,418
11,105,356
12,070,061
7,454,987
1,761,551
12,795,026
41,646,156
34,081,625
2021
US$
2020
US$
6,129,311
5,861,661
(76,704)
3,854,461
1,610,261
(32,826)
5,727,948
4,993,467
17,642,216
10,425,363
2021
US$
2020
US$
11,914,268
5,727,948
5,431,896
4,993,467
17,642,216
10,425,363
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally
due for settlement within 15-90 days and therefore are all classified as current.
Other receivables consist of prepayments and deposits, which are realised overtime.
Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.
Impairment and risk exposure
Information about the impairment of trade receivables and the Group’s exposure to credit risk, foreign currency risk and interest rate risk can
be found in note 32.
20. RESTRICTED INVESTMENT
Rehabilitation trust fund and insurance fund
2021
US$
2020
US$
2,868,886
3,111,465
The Group is required by statutory law in South Africa to hold these restricted investments in order to meet decommissioning liabilities on the
statement of financial position (refer to note 25 and 33 for further details).
Annual Report and Financial Results 2021
129
Financial Statements
Notes to the Consolidated Financial Statements continued
21. CASH AND CASH EQUIVALENTS
Cash at hand and in bank
2021
US$
2020
US$
15,432,852
50,540,672
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 and other short-term highly liquid investments with an original maturity of three months or less. Short-term deposits include funds
received from Orion Mine Finance (Orion) under the Production Financing Agreement (PFA) and Convertible Loan Notes Instrument (CLN).
The total cash and cash equivalents denominated in South African Rand amount to US$14,883,820 (2020: US$34,165,671).
The directors consider that the carrying amount of cash and cash equivalents approximates to their fair value.
Refer to Note 28 for further information in relation to the Production Financing Agreement and Convertible Loan Notes Instrument.
22. SHARE CAPITAL AND SHARE PREMIUM
At 1 January 2020
Shares issued – Duferco
At 1 January 2021
Shares issued – PMDR
Shares issued – PMDR
Shares issued – Duferco
At 31 December 2021
Shares
Number
Share
capital
US$
Share
premium
US$
Total share
capital and
premium
US$
1,153,642,682
37,115,210
15,357,271
501,157
111,067,064
5,998,843
126,424,335
6,500,000
1,190,757,892
1,473,651
1,335,277
66,892,037
15,858,428
18,910
17,134
902,708
117,065,907
203,281
184,194
8,097,292
132,924,335
222,191
201,328
9,000,000
1,260,458,857
16,797,180
125,550,674
142,347,854
The Board may, subject to Guernsey Law, issue shares or grant rights to subscribe for or convert securities into shares. It may issue different
classes of shares ranking equally with existing shares. It may convert all or any classes of shares into redeemable shares. The Company may
also hold treasury shares in accordance with the law. Dividends may be paid in proportion to the amount paid up on each class of shares.
As at the 31 December 2021 the Company owns 670,000 (2020: 670,000) treasury shares with a nominal value of 1 pence.
Shares issued
Duferco Participations Holding S.A. (Duferco)
In settlement of US$6.5million of the convertible loan notes issued to Duferco on the acquisition of Vanchem, Bushveld Minerals Limited issued
37,115,210 new shares on 18 December 2020. The shares issued had a conversion price of 12.97p, which was a 5 per cent discount to the
prevailing 10-day volume weighted average Bushveld Minerals share price leading up to conversion.
Refer to note 28 for details on the Convertible Loan Note details.
Persons Discharging Managerial Responsibilities (PMDRs)
The Company issued 1,473,651 and 1,335,277 new ordinary shares of 1 pence each in the Company (Ordinary Shares) in respect of the Bonus
Awards announced on 21 July 2020.
Nature and purpose of other reserves
Share premium
The share premium reserve represents the amount subscribed for share capital in excess of nominal value.
Share-based payment reserve
The share-based payment reserve represents the cumulative fair value of share options granted to employees.
130
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Overview
Governance
Financial
Statements
Supplementary
Information
Convertible loan note reserve
This reserve represents the equity portion of a convertible loan.
Foreign exchange translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of financial statements of foreign operations.
Fair value reserve
The fair value reserve comprises the cumulative net change in the fair value of financial assets at fair value through other comprehensive
income until the assets are derecognised or impaired.
Retained income reserve
The retained income reserve represents other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.
23. SHARE BASED PAYMENTS
Short Term Incentive (STI)
Bushveld Minerals Limited issued bonus shares to the employees under the STI scheme. The shares had a grant date of 5 August 2021 and
vesting dates aligned to the STI scheme rules being, 12 months and 18 months from the financial year end to which they relate, for the first and
second half of the settlement, respectively. The vesting of shares is dependent on the employees still be employed on the respective vesting
dates.
All bonus shares are settled directly by Bushveld Mineral Limited, in its own shares.
The fair value of the rights at grant date US$955 451 was estimated by taking the market price of the company’s shares and the reporting
exchange rate on that date.
The following table shows the bonus shares granted and outstanding at the beginning and end of the reporting period:
As at 1 January
Granted during the year
Vested during the year
Forfeited during the year
As at 31 December
2021
Number of
shares
–
5,204,396
–
–
5,204,396
2020
Number of
shares
–
–
–
–
–
Long Term Incentive (LTI)
On 31 December 2021, 4,002,812 shares vested. These shares remained part of Bushveld’s equity as at 31 December 2021 because they
where issued under the STI scheme rules in February 2022.
Bushveld Minerals awarded a number of performance shares to employees on 28 November 2019 under its Long Term Incentive Plan.
The grant vests over a period of three years. The vesting of the awards is subject to both employment and performance conditions.
The performance condition is measured over a period of three years i.e. 1 January 2019 to 31 December 2021.
The market condition states that 60 per cent of the number of shares awarded would vest based on the performance of Bushveld Ltd’s Total
Shareholder Return (TSR), per annum, over the performance period.
The non-market condition states that 40 per cent of the number of shares awarded will vest based on the performance of Bushveld Ltd’s Free
Cash Flow Margin (FCF), per annum, over the performance period.
As at 31 December 2021, it is assumed that 0 per cent of the conditional share awards made to participants during 2019 will vest. This is
based on Bushveld’s performance on both TSR and FCF being below the threshold.
Annual Report and Financial Results 2021
131
Financial Statements
Notes to the Consolidated Financial Statements continued
23. SHARE BASED PAYMENTS CONTINUED
As at 1 January
Granted during the year
Vested during the year
As at 31 December
24. POST-RETIREMENT MEDICAL LIABILITY
Benefit liability
Present value of the defined benefit obligation-wholly unfunded
Present value of the defined benefit obligation-partially or wholly funded
Balance at 31 December
2021
Number of
shares
2,458,443
–
–
2020
Number of
shares
2,458,443
–
–
2,458,443
2,458,443
2021
US$
2020
US$
2,076,023
(170,284)
2,331,325
(255,302)
1,905,739
2,076,023
The benefit comprises medical aid subsidies provided to qualifying retired employees. Actuarial valuations are made annually, and the most
recent valuation was made on 31 December 2021.
Key assumptions used
Actual age
Discount rates
Health care cost inflation
Duration of liability
2021
US$
77.3 years
10.90%
7.90%
9.3 years
2020
US$
77.3 years
10.60%
7.30%
9.1 years
A one percentage point change in the assumed rate of healthcare costs would have the following effect on the present value of the unfunded
obligation: Plus 1 per cent – US$2.07 million; Less 1 per cent – US$1.76 million.
A one percentage point change in the assumed interest rate would have the following effect on the present value of the unfunded obligation;
Plus 1 per cent – US$0.21 million; Less 1 per cent – US$0.18 million.
25. ENVIRONMENTAL REHABILITATION LIABILITY
Opening balance
Unwinding of discount rate
Fair value adjustment
Foreign exchange
At 31 December 2021
2021
US$
2020
US$
17,998,366
1,781,584
(315,434)
(1,433,195)
17,844,066
1,872,634
(1,007,237)
(711,097)
18,031,321
17,998,366
The Group makes full provision for the future cost of rehabilitating mine sites and related production facilities on a discounted basis at the
time of developing the mine and installing and using those facilities.
The rehabilitation provision represents the present value of rehabilitation costs relating to mine sites, which are expected to be incurred up
to 2037, which is when the producing mine properties are expected to cease operations. These provisions have been created based on the
Group’s internal estimates. Assumptions based on the current economic environment have been made, which management believes are a
reasonable basis upon changes to the assumptions. However, actual rehabilitation costs will ultimately depend upon future market prices for
the necessary rehabilitation works required that will reflect market conditions at the relevant time. Furthermore, the timing of rehabilitation
is likely to depend on when the mines cease to produce at economically viable rates. This, in turn, will depend upon future vanadium prices,
which are inherently uncertain.
The discount rate used in the calculation of the provision as at 31 December 2021 was 10.76 per cent (2020: 10.93 per cent).
132
Annual Report and Financial Results 2021
26. DEFERRED CONSIDERATION
Opening balance
Cash payment
Interest
Movement in earnout estimate
Foreign exchange
Split between non-current and current portions
Non-current
Current
Business
Overview
Governance
Financial
Statements
Supplementary
Information
2021
US$
2020
US$
5,622,532
(3,723,980)
90,617
–
(305,148)
7,108,819
(1,680,459)
–
206,066
(11,894)
1,684,021
5,622,532
2021
US$
2020
US$
1,684,021
–
1,802,884
3,819,648
1,684,021
5,622,532
At the year-end management have updated their estimate of the earnout payable to EVRAZ on the acquisition of the Vametco Group, which is
based on the expected EBITDA for the year ended 31 December 2021, to a maximum of US$1.68 million. The consideration attributable to the
acquisition of Vanchem was settled in November 2021.
27. LOANS
Industrial Development Corporation
2021
US$
2020
US$
3,280,948
1,597,972
The loan represents The Industrial Development Corporation’s contribution and is governed by the tripartite agreement between Bushveld
Energy Company (Pty) Ltd, Bushveld Electrolyte Company (Pty) Ltd and The Industrial Development Corporation of South Africa Limited.
The loan represents the initial capitalised costs of US$260,366 plus the subscription amount of US$3,020,582 of the total US$3,821,028
to be advanced to Bushveld Electrolyte Company Pty Ltd. Bushveld Electrolyte Company is a South African producer of vanadium electrolyte.
The company is jointly owned by Bushveld Energy and the IDC, with shareholding of 55 per cent and 45 per cent respectively. Its first
manufacturing facility is under construction and located in East London, South Africa.
The loan is interest free, unsecured, subordinated in favour of Bushveld Electrolyte Company’s creditors and has no fixed term of repayment
in the next 12 months.
Split between non-current and current portions
Non-current liabilities
2021
US$
2020
US$
3,280,948
1,597,972
Annual Report and Financial Results 2021
133
Financial Statements
Notes to the Consolidated Financial Statements continued
28. BORROWINGS
Development Bank of Southern Africa
Nedbank Term Loan and Revolving Credit Facility
Convertible Loan Notes – Duferco
Production Financing Agreement – Orion Mine Finance
Convertible Loan Notes Instrument – Orion Mine Finance
Split between non-current and current portions
Non-current
Current
2021
US$
2020
US$
999,950
5,821,082
–
33,511,742
37,313,976
845,588
8,636,535
11,585,068
30,105,886
33,073,699
77,646,750
84,246,776
67,435,647
10,211,102
70,909,370
13,337,406
77,646,749
84,246,776
Development Bank of Southern Africa – Facility Agreement
Lemur Holdings Limited, a subsidiary undertaking, entered into a US$1,000,000 facility agreement with the Development Bank of Southern
Africa Limited in March 2019. The purpose of the facility is to assist with the costs associated with delivering the key milestones to the power
project. The repayment is subject to the successful bankable feasibility study of the project at which point the repayment would be the facility
value plus an amount equal to an IRR of 40 per cent capped at 2.5 times which ever is lower. As at 31 December 2021, US$999,950
(2020: US$845,588) was drawn down.
Nedbank Term Loan and Revolving Credit Facility
In November 2019, Bushveld Minerals Limited secured R375 million (approximately US$25 million) in debt facilities through its subsidiary
Bushveld Vametco Alloys Proprietary Limited (the Borrower) with Nedbank Limited (acting through its Nedbank Corporate and Investment
Banking division), a South African based financial institution, in the form of a R250 million loan and a R125 million revolving credit facility.
The Nedbank term loan was repaid in December 2020.
Key highlights of the R125 million revolving credit facility, which was drawn in March 2020:
– Three-year term – Repayment due in November 2022;
– Interest rate calculated using the three year or six months JIBAR1 as selected by the Company plus a 3.85% margin;
– Interest payments are due semi-annually with first payment due in six months from financial close.
The security provided is customary for a secured financing of this nature, including cession of shares in the Borrower, security over the assets
of the Borrower, and a parent guarantee.
Financial Covenants undertaken
The Borrower shall ensure that for so long as any amount is outstanding under a Finance Document or any Commitment is in force, in respect
of each Measurement Period:
– the Net Interest Cover Ratio; and
– the Net Debt to EBITDA Ratio at a Borrower level shall not exceed 4.0 times.
As reported in the going concern policy, the net debt to EBITDA ratio was breached at 31 December 2021 following the remeasurement of the
Orion Mine Finance PFA liability. This covenant has been retrospectively waived by Nedbank.
Convertible Loan Note – Duferco
On 27 October 2021, Bushveld met the final repayment terms of the remaining US$11.5 million unsecured convertible notes held by Duferco
the previous owner of Vanchem, effective on 8 November 2021. US$2.5 million of the amount due, as well as the accrued interest of
US$0.512 million, was satisfied in cash and the balance of US$9 million with the issue of 66,892,037 new ordinary shares of Bushveld, using
a conversion price of 9.97p, which was a 5 per cent discount to the prevailing 10-day volume weighted average Bushveld Minerals share price
leading up to conversion. There is no lock in or orderly marketing period for the shares issued.
134
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Overview
Governance
Financial
Statements
Supplementary
Information
Production Financing Agreement – Orion Mine Finance
In December 2020, Bushveld Minerals Limited signed a long-term Production Financing Agreement of US$30 million (or the “PFA”) with
mining-focused investment business Orion Mine Finance (Orion), primarily to finance its expansion plans at Bushveld Vametco Alloys (Pty) Ltd
and debt repayment. Exchange control authorization from the South Africa Reserve Bank Financial Surveillance Department was granted in
October 2020. A first amendment was issued to the agreement on 6 August 2021.
PFA Transaction Details
The Company will repay the principal amount and pay interest via quarterly payments determined initially as the sum of:
– a gross revenue rate (set at 1.175 per cent for 2020 and 2021 and 1.45 per cent from 2022 onwards, subject to adjustment based on
applicable quarterly vanadium prices) multiplied by the gross revenue for the quarter; and
– a unit rate of US$0.443/kgV multiplied by the aggregate amount of vanadium sold for the quarter.
Once the Company reaches vanadium sales of approximately 132,020 mtV during the term of the facility, the gross revenue rate and unit rate
will reduce by 75 per cent (i.e. to 25 per cent of the applicable rates).
On each of the first three loan anniversaries, the Company has the option to repay up to 50 per cent of both constituent loan parts (each may
only be repaid once). If the Company utilises the loan repayment option, the gross revenue rate and/or the unit rate will reduce accordingly.
The PFA capital will provide funding to continue to grow production at Vametco to more than 4,200 mtV per annual production level and
debt repayment. Part of the proceeds of the Instrument were used by the Company to prepay in full the Nedbank ZAR250 million term loan.
In addition, the following amendments will be applied to the financial covenants:
– Removing the cumulative DSCR covenant;
– Increasing the default level on the group net debt to Group EBITDA ratio to 4.0 times
– Changing the gross interest cover ratio to net interest cover ratio
First Amendment Agreement dated 6 August 2021
In terms of the Amended Agreement with Orion, $17.8million of the funds ringfenced for the Vametco Phase 3 Expansion was re-allocated to
Vanchem mainly for capital expenditure on kiln 3. Kiln 3 is expected to achieve a steady state production run rate of 2,600 mtVp.a by the end
of 2022.
Impact of Amended Agreement on future cash flows of the debt instrument
The original PFA had a cap of 1,075mtV per quarter. This amounted to 4,300mtV per annum expected from 2024 onwards following the
completion of the Vametco Phase 3 expansion project
The amended agreement, with the addition of the Vanchem production volumes from 1 July 2021 resulted in the initial cap of 4,300mtV being
reached earlier, from 1 July 2022 instead of from 2024.
Accounting for non-substantial modifications
IFRS 9 requires the amortised cost of the liability to be recalculated by discounting the modified contractual cash flows (excluding costs and
fees) using the original effective interest rate. Any change to the amortised cost of the financial liability is required to be recognised within profit
or loss at the date of the modification.
The carrying amount of the liability is then further revised for any costs or fees incurred. The effective interest rate is also revised accordingly,
so the costs are amortised over the remaining term of the modified liability.
As a result of the increased production volumes from Vanchem and the cap of 4,300mtV being reached earlier, this resulted in a non-
substantial modification to the contractual terms. The amortised cost was recalculated and the adjustment was recognised within profit or loss:
IFRS 9 fair value adjustment US$ 1,902,172
Annual Report and Financial Results 2021
135
Financial Statements
Notes to the Consolidated Financial Statements continued
28. BORROWINGS CONTINUED
Contractual and legal balances vs IFRS 9 accounting balances
The contractual and legal accounting differ from IFRS 9 accounting.
Below table illustrates the differences in the carrying values, interest and capital of the contractual PFA and IFRS 9 accounting for the 2021
financial year.
Reconciliation of Production Finance Agreement – Orion Mine Finance
Opening balance
Loan received
Interest accrued
– Contractual interest
– Notional interest (IFRS 9)
Repayments made
Remeasurement (IFRS 9)
Closing balance
2021
US$
2020
US$
30,105,886
–
4,058,488
1,198,919
2,859,569
(2,554,804)
1,902,172
–
30,000,000
105,886
105,886
–
–
–
33,511,742
30,105,886
Convertible Loan Notes Instrument – Orion Mine Finance
Bushveld Minerals Limited, through an affiliate of Orion Mine Finance, agreed to subscribe for US$35 million convertible loan notes instrument
(the “Instrument”). The conversion price of the convertible loan notes was set at 17 pence. The Instrument’s proceeds will go towards the
first phase of Vanchem’s critical refurbishment programme and debt repayment.
Financing terms of the Instrument and convertible loan notes
– A fixed 10 per cent per annum coupon with a three year maturity date from the drawdown date.
– All interest will accrue and be capitalised on a quarterly basis in arrears but compounded annually.
– Accumulated capitalised and accrued interest is convertible into Bushveld ordinary shares. All interest and principal, to the extent not
converted into ordinary shares, is due and payable at maturity date.
– Funds raised are to be used for capital investment purposes for the first phase of Vanchem’s critical refurbishment programme, and the
balance for debt repayment purposes.
Conversion feature
Between drawdown and the Instrument’s maturity date Orion may, at their option, convert an amount of the outstanding debt, including
capitalised and accrued interest, into Bushveld’s ordinary shares as follows:
– First six months: Up to one third of the outstanding amount;
– Second six months: Up to two thirds of the outstanding amount (less any amount previously converted);
– From the anniversary of drawdown until the maturity date: the outstanding amount under the Instrument may be converted;
– Bushveld also has the option to convert all, but not some, of the amount outstanding under the Instrument, if its volume weighted average
share price is more than 200 per cent of the conversion price over a continuous 15 trading day period, a trading day being a day on which
the AIM market is open for the trading of securities.
At any time until the convertible maturity date, Orion may convert the debt as above mentioned into an amount of ordinary shares equal to the
total amount available for conversion under the Instrument divided by the conversion price of 17 pence.
The Orion and Nedbank borrowings are secured against certain group companies and associated assets.
136
Annual Report and Financial Results 2021
29. LEASE LIABILITIES
A reconciliation of total operating lease commitments to the IFRS 16 lease liability at 31 December 2021 is as follows:
Business
Overview
Governance
Financial
Statements
Supplementary
Information
As at 1 January
Additions
Accretion of interest
Payments
Foreign exchange
Non-current lease liabilities
Current lease liabilities
30. TRADE AND OTHER PAYABLES
Financial instruments:
Trade payables
Trade payables – related parties
Accruals and other payables
2021
US$
5,002,144
127,964
459,430
(705,373)
(398,853)
2020
US$
5,464,909
–
497,042
(753,302)
(206,505)
4,485,312
5,002,144
3,920,698
564,614
4,376,483
625,661
4,485,312
5,002,144
2021
US$
2020
US$
28,329,519
107,026
4,644,125
17,074,422
–
4,991,179
33,080,670
22,065,601
Trade and other payables principally comprise amounts outstanding for trade purchases and on-going costs. The average credit period taken
for trade purchases is 30 days.
The Group has financial risk management policies in place to ensure that all payables are paid within the pre-arranged credit terms. No interest
has been charged by any suppliers as a result of late payment of invoices during the year.
The directors consider that the carrying amount of trade and other payables approximates to their fair value.
The total trade and other payables denominated in South African Rand amount to US$20,622,241 (2020: US$15,895,209).
31. PROVISIONS
Reconciliation of provisions – 2021
Leave pay
Performance bonus
Other
Reconciliation of provisions – 2020
Leave pay
Performance bonus
Other
Opening
balance
US$
1,655,457
1,375,147
266,290
3,296,894
Opening
balance
US$
1,193,630
2,098,565
140,424
Additions
US$
50,519
–
157,152
207,671
Additions
US$
504,394
881,920
221,983
Utilised
during
the year
US$
–
(333,724)
(253,656)
Foreign
exchange
US$
(77,252)
–
–
Total
US$
1,628,724
1,923,343
169,786
(587,380)
(77,252)
3,721,853
Utilised
during
the year
US$
–
(2,290,117)
(92,680)
Foreign
exchange
US$
(42,567)
(36,292)
(3,437)
Total
US$
1,655,457
881,920
266,290
3,432,619
1,089,591
(2,382,797)
(82,296)
2,680,430
Annual Report and Financial Results 2021
137
Financial Statements
Notes to the Consolidated Financial Statements continued
31. PROVISIONS CONTINUED
Leave pay and bonus
Leave pay represents employee leave days due multiplied by their cost to the company employment package. The bonus represents the
estimated amount due to employees based on their approved bonus scheme.
Performance bonus
The performance bonus represents an incentive bonus due to senior employees, calculated in terms of an approved scheme based on the
company’s operating results.
Other
The other provisions represents estimates for Group tax, legal and consulting fees to be charged.
32. 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. At the reporting
date, the Group had borrowings of US$77,646,750 (2020: US$84,246,776).
The capital structure of the Group consists of cash and cash equivalents, equity and borrowings. Equity comprises of issued capital and
retained profits.
The Group is not subject to any externally imposed capital requirements.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
– Trade and other receivables
– Cash at bank
– Trade and other payables
– Borrowings
– Investments
– Lease liabilities
Categories of financial instruments
The Group holds the following financial assets:
Financial assets at amortised cost
Trade and other receivables
Restricted investment
Cash and cash equivalents
Financial assets – Investment
Total financial assets at amortised cost
Financial assets at fair value
Total financial assets
2021
US$
2020
US$
11,914,268
2,868,886
15,432,852
–
30,216,006
–
10,451,736
3,111,465
50,540,672
2,785,507
66,889,380
20,439,565
30,216,006
87,328,945
138
Annual Report and Financial Results 2021
The Group holds the following financial liabilities:
Financial liabilities at amortised cost
Trade and other payables
Lease liabilities
Deferred consideration
Loans
Borrowings
Total financial liabilities
Business
Overview
Governance
Financial
Statements
Supplementary
Information
2021
US$
2020
US$
33,080,670
4,485,312
1,684,021
3,280,948
77,646,750
23,853,676
5,002,144
5,416,466
1,597,972
84,246,776
120,177,701
120,117,034
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:
Price risk
The Group’s exposure to commodity price risk is dependent on the fluctuating price of the various commodities that it mines, processes
and sells.
The average market price of each of the following commodities was:
Vametco
NV
MVO
AMV
FEV
Vanchem
Vanadium Pentoxide Flake (FVP)
Vanadium Pentoxide Chemical (VCM)
Sodium Ammonium Vanadate (SAV)
Ammonium Metavanadate (AMV)
Ferro Vanadium (FEV)
Vanadyl Oxalate Solution (VOX)
Potassium Metavanadate
Nitrovan
2021
US$/kgV
34.10
17.18
–
–
2021
US$/kgV
25.04
32.73
51.22
35.19
31.53
195.41
35.31
30.60
2020
US$/kgV
23.56
17.18
17.53
22.33
2020
US$/kgV
19.86
22.79
32.97
26.79
22.56
–
–
–
Annual Report and Financial Results 2021
139
Financial Statements
Notes to the Consolidated Financial Statements continued
32. FINANCIAL INSTRUMENTS CONTINUED
If the average price of each of these commodities increased/decreased by 10 per cent the total sales related to each of these commodities
would have increased/decreased as follows:
Vametco
NV
AMV
Vametco
NV
MVO
AMV
FEV
Vanchem
Vanadium Pentoxide Flake (FVP)
Vanadium Pentoxide Chemical (VCM)
Sodium Ammonium Vanadate (SAV)
Ammonium Metavanadate (AMV)
Ferro Vanadium (FEV)
Vanadyl Oxalate Solution (VOX)
Potassium Metavanadate
Nitrovan
Vanchem
Vanadium Pentoxide Flake (FVP)
Vanadium Pentoxide Chemical (VCM)
Sodium Ammonium Vanadate (SAV)
Ammonium Metavanadate (AMV)
Ferro Vanadium (FEV)
Effect on
2021
revenue
US$
Effect on
2021
net income
US$
8,431,404
(14,352)
6,069,757
(10,334)
8,417,052
6,059,423
Effect on
2020
revenue
US$
7,733,450
25,272
14,352
32,194
Effect on
2020
net income
US$
5,568,084
18,196
10,334
23,180
7,805,268
5,619,794
Effect on
2021
revenue
US$
610,815
298,089
71,954
27,320
1,637,211
137,723
46,810
483,666
Effect on
2021
net income
US$
439,787
214,624
51,807
19,670
1,178,792
99,160
33,703
348,239
3,313,588
2,385,782
Effect on
2020
revenue
US$
831,607
114,420
5,246
12,704
994,299
Effect on
2020
net income
US$
598,757
82,382
3,777
9,147
715,896
1,958,276
1,409,959
Credit risk
Credit risk is the risk that the counterparty fails to repay its obligation to the Group in respect of the amounts owed.
Credit risk arises from cash and cash equivalents, contractual cash flows of debt investments carried at amortised cost, at fair value through
other comprehensive income (FVOCI) and at fair value through profit or loss (FVPL), as well as credit exposures to customers, including
outstanding receivables.
140
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Risk management
Credit risk is managed on a Group basis. Credit verification procedures are undertaken for all customers with whom we trade on credit.
Otherwise, if there is no independent rating, risk control assesses the credit quality of the customer, taking into account its financial position,
past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the board.
The compliance with credit limits by customers is regularly monitored by line management.
Trade account receivables comprise a limited customer base. Ongoing credit evaluation of the financial position of customers is performed and
granting of credit is approved by directors.
The Group’s investments in debt instruments are considered to be low risk investments. The credit ratings of the investments are monitored for
credit deterioration.
Security
At 31 December 2021, the company 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 company’s maximum exposure to credit risk without taking account
of the value of any collateral obtained. At 31 December 2021 and at 31 December 2020, no financial assets were past their due date. An
allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the
recoverability of the cash flows. Management considers the above measures to be sufficient to control the credit risk exposure.
Impairment of financial assets
The Group’s only financial assets that are subject to the expected credit loss model are third party trade receivables.
Trade receivables
The Group applies the IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for all trade
receivables and contract assets.
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 36 month before 31 December 2021 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 the customers to settle the receivables. The Group has identified the GDP and the
unemployment rate of the countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the
historical loss rates based on expected changes in these factors.
On that basis, the loss allowance as at 31 December 2021 and 31 December 2020 was determined as follows for trade receivables:
2021
Subsidiary
Bushveld Vametco Alloys (Pty) Ltd
Bushveld Vametco Limited
Bushveld Vanchem (Pty) Ltd
Ivanti Resources (Pty) Ltd
Bushveld Minerals SA (Pty) Ltd
Bushveld Energy Company (Pty) Ltd
Expected
credit loss
rate
Gross carrying
amount
US$
0.11%
0.13%
0.13%
0.43%
0.19%
100.00%
87,076
4,197,730
1,274,756
609,197
7,743
66,866
6,243,368
Loss
allowance
US$
96
5,457
1,657
2,620
15
66,866
76,711
Annual Report and Financial Results 2021
141
Financial Statements
Notes to the Consolidated Financial Statements continued
32. FINANCIAL INSTRUMENTS CONTINUED
2020
Subsidiary
Bushveld Vametco Alloys (Pty) Ltd
Bushveld Vanchem (Pty) Ltd
Bushveld Minerals SA (Pty) Ltd
Bushveld Energy Company (Pty) Ltd
Bushveld Vametco Limited
Expected
credit loss
rate
0.95%
1.94%
1.94%
1.94%
0.93%
Gross
carrying
amount
US$
312,230
38,169
69,189
72,651
2,835,340
3,327,579
Loss
allowance
US$
2,966
740
1,342
1,409
26,369
32,826
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of
recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual
payments for a period of greater than 120 days past due.
Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts
previously written off are credited against the same line item. There were no impairment losses on trade receivables for the 2021 and 2020
financial year.
It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. Credit risk arises from
credit exposure to customers, including outstanding receivables and committed transactions.
The Group’s credit risk is considered by counterparty, geography and by currency. The Group has a significant concentration of cash held
on deposit with large banks in South Africa, Mauritius and the United Kingdom and America with A ratings and above (Standard and Poors).
The concentration of credit risk by currency was as follows:
Currency
Pound Sterling
Euro
South African Rand
United States Dollar
2021
US$
2020
US$
10,272
47
14,942,559
479,974
663,914
–
34,165,671
15,711,087
15,432,852
50,540,672
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, which have high credit ratings and its cash requirements are anticipated via the
budgetary process. At 31 December 2021, the Group had US$15,432,852 (2020: US$50,540,672) of cash reserves and borrowings of
US$77,646,750 (2020: US$84,246,776). The Group will maintain its ability to service its borrowings over the next 12 months.
Market risk
The Group’s activities expose it primarily to the financial risk of changes in foreign currency exchange rates and interest rates.
142
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Interest rate risk
The Group has interest bearing assets and liabilities, the Group’s income and operating cash flows are dependent of changes in market
interest rates.
As part of the process of managing the Group’s interest rate risk, interest rate characteristics of new borrowings and the refinancing of existing
borrowings are positioned according to expected movements in interest rates.
2021
Interest bearing instruments
Borrowings
Cash and cash equivalents
2020
Interest bearing instruments
Borrowings
Cash and cash equivalents
Value of loan
(77,646,750)
852,547
Interest
increase by 100
basis points
1%
1%
Value of loan
(84,246,776)
40,260,188
Interest
increase by 100
basis points
1%
1%
Effect
(776,468)
8,525
(767,943)
Effect
(842,468)
402,602
(439,866)
Foreign exchange risk
As highlighted earlier in these financial statements, the functional currency of the Group is US Dollars. The Group also has foreign currency
denominated assets and liabilities. Exposure to exchange rate fluctuations therefore arise. The carrying amount of the Group’s foreign currency
denominated monetary assets and liabilities, all in US Dollars, are shown below:
Cash and cash equivalents
Other receivables
Trade and other payables
2021
US$
2020
US$
15,134,842
12,696,364
(20,752,795)
34,829,585
4,818,931
(17,715,850)
7,078,411
21,932,666
The Group has transactional foreign exchange exposures, which arise from sales or purchases by an operating unit in currencies other than the
unit’s functional currency. The Vanadium market is predominately priced in US dollars which exposes the Group to the risk of fluctuations in
the SA rand/US dollar. The Group monitors and manages risk via the newly established internal audit function.
The Group does not enter into any derivative financial instruments to manage its exposure to foreign currency risk.
Fair value
The directors are of the opinion that the book value of those financial instruments carried at amortised cost approximates fair value.
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values.
The Group used the following hierarchy for determining and disclosing the fair value of financial instruments which are measured at fair value
by valuation technique:
– Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
– Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or
indirectly.
– Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
Annual Report and Financial Results 2021
143
Financial Statements
Notes to the Consolidated Financial Statements continued
32. FINANCIAL INSTRUMENTS CONTINUED
Of the Group’s financial assets at fair value as described in note 16, US$Nil (2020: US$20,148,778) is measured using level 1 techniques and
US$Nil (2020: US$2,304,099) is measured using level 3 valuation techniques. There have been no transfers between level 2 and level 3 of the
fair value hierarchy during the year ended 31 December 2021 and 31 December 2020.
Financial assets
Trade and other receivables
Restricted investments
Financial assets – investments
Financial assets at fair value
Cash and cash equivalents
Financial liabilities
Trade and other payables
Borrowings
Deferred consideration
Loans
Lease liabilities
2021
2020
Book value
Fair value
Book value
Fair value
11,914,268
2,868,886
–
–
15,432,852
11,914,268
2,868,886
–
–
15,432,852
6,692,165
3,111,465
2,785,507
20,439,565
50,540,672
6,692,165
3,111,465
2,785,507
20,439,565
50,540,672
2021
2020
Book value
Fair value
Book value
Fair value
33,080,670
77,646,749
1,684,021
3,280,948
4,485,312
33,080,670
77,646,749
1,684,021
3,280,948
4,485,312
22,065,601
84,246,776
5,416,466
1,597,972
–
22,065,601
84,246,776
5,416,466
1,597,972
–
* Management assessed that the fair values of cash and cash equivalents, restricted investment, trade and other receivables and trade and other payables, borrowings, loans and lease
liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
33. CONTINGENT LIABILITIES
Bank guarantee
As required by the Minerals and Petroleum Resources Act (South Africa), a guarantee amounting to US$12,762,752 (2020: US$6,204,018)
before tax and US$11,098,045 (2020: US$4,446,893) after tax was issued in favour of the Department of Mineral Resources for the
unscheduled closure of the Bushveld Vametco Alloys mine. This guarantee was issued on condition that a portion be deposited in cash with
Guard Risk Insurance Company Ltd with restricted use by the Group, as per the below.
34. RELATED PARTIES
Relationships
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.
VM Investment Company (Pty) Ltd is a related party due to the Directors Fortune Mojapelo and Anthony Viljoen being majority shareholders of
VM Investments. VM Investments owns the offices rented by Bushveld Minerals Limited. The rent paid in 2021 financial period is US$162,897
(2020: US$159,651).
Services rendered by Ondra LLP for the amount of US$200,000 (2020: US$566,056) is classified as a related party transaction due to a non
executive director (Michael Kirkwood) being a partner at the firm.
The company paid on behalf of Mr Fortune Mojapelo, tax on historic shares to the value of $439 094. The tax arises from historic shares issued
to Mr Mojapelo. The company had an obligation to settle the tax on behalf of Mr Fortune Mojapelo. The amount is reflected as a debtor.
The remuneration of key management personnel, being the directors and other executive committee members, is set out below. Further
information about the remuneration of individual directors is provided in the Directors’ remuneration report.
Salaries and fees
Short-term incentives
Long-term incentives
2021
US$
2,181,500
166,190
–
2020
US$
2,181,022
144,055
564,420
2,145,438
2,889,497
144
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
35. RESTATEMENTS
Bushveld Vanchem acquired the business of Vanchem Vanadium Products (Pty) Ltd and South African Japan Vanadium (Pty) Ltd on
7 November 2019.
The transaction was accounted for as a business combination as prescribed by IFRS 3.
In the preparation of the 2019 annual financial statements, the gain on bargain purchase of R1.2billion (c.$60 million) that arose from the
business combination was treated as a permanent tax difference and no deferred tax was provided in relation to the uplift in the fair value of
the property, plant and equipment acquired. It was subsequently identified that the accounting treatment in the 2019 annual financial audited
statements was incorrect and a deferred tax liability should have been recognised as part of the net assets acquired. The adjustment impacts
on the deferred tax balances at 31 December 2019 and 31 December 2020 and the income tax charge in those periods.
The information in the following tables show the effect of the restatement on each affected financial statement line item:
Consolidated Statement of Financial Position
Deferred tax asset/(liability)
Retained earnings
Foreign exchange translation reserve
No impact on cash flows as reported for the year ended 31 December 2020 were noted.
Consolidated Statement of Financial Position
Deferred tax asset/(liability)
Retained earnings
Foreign exchange translation reserve
Consolidated Statement of Profit or Loss
Taxation
Basic loss per share
Previously
reported at
31 December
2020
Adjustment
Restated at
31 December
2020
5,085,154
(46,734,823)
(16,635,016)
18,367,164
(11,549,862)
(28,367,659)
11,202,236
(1,732,148)
9,470,088
Previously
reported at
31 December
2019
Adjustment
Restated at
31 December
2019
173,892
(24,452,536)
(24,278,644)
(83,415,438)
24,452,536
(58,962,902)
1,655,861
633,277
2,289,138
Previously
reported at
31 December
2020
Adjustment
Restated at
31 December
2020
484,654
6,085,372
6,570,026
(3.00)
0.37
(2.63)
36. EVENTS AFTER THE REPORTING PERIOD
Mustang Convertible Loan Note option
On 27 April 2021, Bushveld Minerals Limited (the Company) announced an investment by Mustang Energy Plc (Mustang) into VRFB Holdings
Limited (VRFB-H) to acquire an indirect interest of 11.05 per cent in Enerox GmbH (Enerox). Mustang invested approximately US$7.5 million
to subscribe for a 22.10 per cent interest in VRFB-H (Mustang Subscription Shares) which was deployed into Enerox through its holding
company, Enerox Holdings Limited (EHL). Mustang funded its investment by way of an issue of US$8 million unsecured convertible loan notes
(CLNs) bearing a 10 per cent coupon to certain investors (Mustang Capital Raise). This was captured in an investment agreement (the
Investment Agreement).
A condition of the Investment Agreement was that Mustang’s shares be readmitted to trading on the Standard List of the Main Market of the
London Stock Exchange (Readmission) by 31 December 2021 (the Maturity Date), failing which Mustang would have had the right, by serving
written notice on Bushveld within 5 Business Days following the Maturity Date (the Notice Date), to require that Bushveld, in return for Mustang
transferring to Bushveld Energy Limited all of the Mustang Subscription Shares and payment of a backstop fee (Backstop Fee), must:
– issue to each CLN holder by 28 January 2022 such number of new Bushveld Minerals shares (at a price equal to the 20-day volume
weighted average prior to the date of issue, and rounded down to the nearest share) as is equivalent to the par value of the noteholders’
CLNs together with accrued and unpaid interest; and
– procure that such Bushveld shares are admitted to trading on the AIM market of the London Stock Exchange plc within five Business Days
thereafter (Backstop).
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Financial Statements
Notes to the Consolidated Financial Statements continued
36. EVENTS AFTER THE REPORTING PERIOD CONTINUED
As at 31 December 2021, the directors have concluded that the fair value of the option right is immaterial for recognition.
Post completion of the investment, on 14 July 2021, the Company announced that Garnet Commerce Limited (Garnet), a shareholder in Enerox
through its holding in EHL, issued a claim form in the High Court of Justice: Business and Property Courts of England and Wales (Chancery
Division) against VRFB-H and EHL (the Litigation). Garnet’s claim form sought declarations against VRFB-H concerning alleged breaches of the
joint venture agreement in relation to EHL, in respect of the indirect investment into EHL through VRFB-H by Mustang Energy Plc. The Mustang
Capital Raise and the concurrent acquisition by Mustang of shares in the capital of VRFB-H constitutes a reverse takeover under the Financial
Conduct Authority’s Listing Rules and requires the publication of a prospectus. Due to the uncertainty of the Litigation at the time it precluded
Mustang from issuing a prospectus which is a precursor for Readmission.
On 19 January 2022:
– One of the CLN holders, Primorus Investment Plc (Primorus) elected to sell US$1.0 million of its CLNs to other CLN noteholders. In addition,
the Company granted an option to Primorus to sell its residual CLNs (nominal value of US$1.5 million plus accrued interest thereon) to the
Company. The Company could elect, at its discretion, as consideration for the exercise of the option, to pay cash or to issue new Bushveld
Minerals convertible loan notes (BMN CLNs);
– The parties to the Investment Agreement updated the terms of that agreement as follows (Updated Terms):
– The requirement for the publication of a prospectus by Mustang and Readmission was to occur by no later than 28 February 2022;
– In circumstances where Readmission did not take place by 28 February 2022, assuming Mustang cannot redeem the CLNs:
– Mustang will give notice to Bushveld to exercise the Backstop and to the CLNs holders that it has done so, with a request that the
CLN holders advise of their election to convert their CLNs into Bushveld or VRFB-H shares by the end of March 2022;
– Bushveld will issue the new Bushveld shares under the Backstop in return for the transfer of the Mustang Subscription Shares; and
– Mustang will transfer the Mustang Subscription Shares to Bushveld. In terms of the Investment Agreement, certain of the CLNs
holders, on exercise of the Backstop, have the discretion to elect not to receive new Bushveld Minerals shares and instead receive
shares directly in the capital of VRFB-H.
– The Backstop Fee payable by Mustang to Bushveld will be reduced from 5.0% to 2.0% of the amount of any
– CLNs converted to Bushveld shares, to be satisfied by the issue of Mustang shares at a price of 20 pence each.
– In the event that the Litigation is resolved such that Mustang can continue to hold the VRFB-H shares and the
– Backstop has been exercised, then Mustang has the option to buy back the Mustang Subscription Shares that would have been
transferred to Bushveld in terms of the Backstop and Bushveld would have the option to put the Mustang Subscription Shares to
Mustang at the original subscription price.
– Bushveld provided Mustang with a working capital loan of US$220 000 at no interest (Loan), repayable in the event the Litigation is
settled or determined such that Mustang can hold shares directly or indirectly in VRFB-
– H. Mustang repay the Loan in cash, or in shares (together with a warrant for every two shares), in full on the earlier of 31 December 2023
or Mustang completing a capital raise. The Loan shall be waived in full in the event that the Litigation is settled or determined such that
Bushveld Energy cannot hold shares directly or indirectly in VRFB-H and the Backstop arrangements have been implemented.
– Sixty per cent of the Backstop Fee has been waived in the event the Litigation does not result in Mustang being able to hold shares in
VRFB-H.
Primorus elected to exercise the option and on 28 March 2022:
– The Company issued the BMN CLNs to Primorus;
– Mustang cancelled the Mustang CLNs issued to Primorus on 26 April 2021 and issued US$1,500,000 10 per cent convertible loan notes to
Bushveld, subject to and with the benefit of the provisions contained in the Loan Note Instrument entered into by Mustang on 26 April 2021
as amended and restated on 18 January 2022 and as further amended and restated between Mustang and the CLNs noteholders on
28 March 2022. The conversion price of the Mustang CLNs is £0.18;
– Mustang paid Bushveld a Backstop Fee of US$32,737; and
– The Updated Terms were further updated and supplemented as follows:
– The nominal amount of the BMN CLNs is £1,208,988, being the nominal value of the Mustang CLNs issued to Primorus of US$1.5
million plus interest accrued thereon as at 28 March 2022 of US$136,849.32 (being an aggregate amount of US$1,636.849.32),
converted at an exchange rate of US$1.3539/GBP;
– Unless previously redeemed by the Company, and subject to a conversion notice being received by the Company at least three business
days prior to the relevant conversion date, a tranche consisting of one sixth of the aggregate amount of the BMN CLNs may be converted
by Primorus into Bushveld Minerals shares at any time within a conversion period (the six conversion periods being: 28 February 2022 to
14 April 2022; 15 April 2022 to 14 July 2022; 15 July 2022 to 14 October 2022; 15 October 2022 to 16 January 2023; 17 January 2023
to 14 April 2023;15 April 2023 to 14 July 2023) at a conversion price of £0.098987, being the volume weighted average price of a share
as shown on Bloomberg over the 20 trading days prior to (and excluding) 28 February 2022.
Primorus issued conversion notices in the first two conversion periods and has accordingly converted one third of the BMN CLNs.
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Enerox Legal Matter
Garnet Commerce Limited (Garnet) issued a claim form in the English High court against VRFB Holdings Limited (VRFB-H) and Enerox
Holdings Limited (EHL). EHL owns a 100 per cent interest in Enerox GmbH (Enerox), a Vanadium Redox Flow Battery manufacturer, providing
grid scale and micro-grid energy storage solutions.
Garnet’s claim form sought declarations against VRFB-H concerning an alleged breach of the joint venture agreement in relation to EHL.
The alleged breach was in respect of the indirect investment, announced on 27 April 2021, into EHL by Mustang Energy Plc through VRFB-H,
in terms of which Mustang acquired a 22.1 percent shareholding in VRFB-H in return for an investment of US$7,5 million.
The judgement was made on 7 March 20222 in the High Court of Justice: Business and Property Courts of England and Wales (Chancery
Division) in the matter between Garnet Commerce Limited (Claimant), VRFB Holdings Limited and Enerox Holdings Limited (Defendants)
and 2289609 Alberta Limited (Third Party) (Claim No. BL-2021-001153).
The judgement outcome vindicated the position that the investment by VRFB Holdings Limited (VRFB-H) into Enerox Holdings Limited (EHL),
funded as it were partly from an investment by Mustang plc (Mustang), was entirely appropriate and not in violation of any agreements.
Accordingly, the investment by Mustang into VRFB-H, and the investment by VRFB- H into EHL, continue to be in place.
As previously announced, Mustang’s investment into VRFB-H constitutes a reverse takeover according to the AIM Rules. As such, Mustang
shares remained suspended while it prepares a prospectus on its investment into VRFB-H.
Kiln 3
In June 2022 the refurbishment of Kiln 3 was successfully commissioned at Vanchem. The commissioning was completed on time and within
budget, with focus now on plant optimization and ramp-up. The kiln is currently ramping up. Refer to note Going concern note 3.
Bushveld Minigrid
In June 2022 Bushveld Minerals Limited secured funding for the engineering, procurement and construction (EPC) of the Vametco hybrid
mini-grid, which is owned by its 84 per cent-owned energy subsidiary, Bushveld Energy Limited (Bushveld Energy).
Bushveld Energy has completed the development and achieved financial closing for a 3.5 MW solar PV plus a 1 MW/4 MWh Vanadium Redox
Flow Battery (VRFB) hybrid mini-grid project for Vametco, which will operate as a funded independent power producer (IPP).
Bushveld Energy and NESA Investment Holdings, a South African investment firm, have signed a shareholders agreement as strategic equity
partners in the project’s development and financing, with the project being housed in a separate special purpose vehicle (SPV). NESA has
provided 60 per cent of the equity, while Bushveld Energy has provided 40 per cent. Bushveld Energy will recognise a development fee of
ZAR5.6 million as revenue from the project upon financial close.
ABSA Relationship Banking has approved a ZAR64 million (approximately US$4.1 million) loan to part fund the construction of the mini-grid
project.
The project’s total cost is estimated to be ZAR113 million (approximately US$7.1 million).It will be built on a turnkey basis by NESA Power,
who have already executed an Engineering, Procurement and Supply (EPC) Agreement alongside the SPV., The project’s 1 MW/4 MWh VRFB
will be supplied by CellCube, a VRFB original equipment manufacturer in which Bushveld owns an indirect 25.25 per cent interest.
Site preparation for construction began in Q1 2022. The project is now fully funded and is expected to be completed in H1 2023.
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Supplementary Information
Supplementary
Information
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Annual Report and Financial Results 2021
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Supplementary Information
Mineral Resources and Reserves
DEFINITION
Mineral Resources are the estimated quantities of material with potential for eventual economic extraction from the Group’s properties.
Ore Reserves are a subset of Measured and/or Indicated Mineral Resources that can be demonstrably extracted, economically and legally.
Measured/Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical
characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic
parameters to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and
reliable exploration and testing of information gathered through appropriate techniques from locations such as outcrops, trenches, pits,
workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
Ore Reserves are declared for open pits inside the Life-of-Mine pit design (the optimised pit shell in this instance), which include the
dilution of materials and allowances for losses which may occur when the material is mined or extracted. They are defined by studies at
pre-feasibility or feasibility level, as appropriate, and include the application of modifying factors. Those studies demonstrate that, at the
time of reporting, extraction could reasonably be justified (JORC, 2012). Ore Reserves are declared for in-whole rock tonnes in the pits
and exclude any stockpiles. Economic assumptions used to estimate reserves change from one period to another as additional technical
and operational data is generated.
BUSHVELD MINERALS: VANADIUM RESOURCE AND RESERVES
VAMETCO MINE
The Vametco Mine is situated about 6.5 km northeast of the town of Madibeng (formerly known as Brits). It is an operational opencast
vanadium mine, located in the Bojanala Platinum District within the North-West Province of the Republic of South Africa.
The operation comprises an open pit mine which supplies ore directly to the vanadium processing plant located on the same property. The
open pit is approximately 3.5 km long, in an east-west direction. The vanadium is extracted from magnetite occurring near the basal contact
of the Upper Zone of the Bushveld Igneous Complex. The mine has been in operation since 1967.
Mineral Resources & Reserves
The Mineral Resources and Reserves estimates for Vametco Mine reported herein are based on the Competent Person’s depletion statement
prepared by an independent consultancy company, MSA Group, as at 31 December 2021.
Key highlights
– Ore Reserves have been depleted after 12 months of mining by approximately two per cent from previous Ore Reserve estimate as at
31 December 2020. As at 31 December 2021, Ore Reserves are reported at 262,000 tonnes V2O5 in magnetite at a grade of 2.02 per cent
V2O5 in magnetite (previously 267,200 tonnes V2O5 in magnetite);
– The combined Inferred and Indicated Mineral Resource across three seams (The Lower, Intermediate and Upper Seams), as reported at
31 December 2021, is 182.7 Mt at an average grade of 1.98 per cent V2O5 in magnetite, with an average magnetite content of 35.0 per cent
in whole rock for 703.9 thousand tonnes of contained vanadium (previously 184.2 Mt at an average grade of 1.98 per cent V2O5 in
magnetite, with an average magnetite content of 35.0 per cent in whole rock for 709.8 thousand tonnes of contained vanadium);
– Within this, the Ore Reserve in the Probable Category comprise three seams (The Lower, Intermediate and Upper Seams) and is reported
as 45.3 Mt at an average grade of 2.02 per cent V2O5 in magnetite, with an average magnetite content of 28.6 per cent in whole rock for
146,900 tonnes of vanadium (previously 46.4 Mt V2O5 in magnetite across the same three seams at an average grade of 2.02 per cent V2O5
in magnetite, with an average magnetite content of 28.6 per cent in whole rock for 146,900 tonnes of vanadium);
– The Lower Seam is the main ore seam and the thickest, ranging from 13.8 to 52.0 metres in thickness, comprising a Probable Reserve of
38.4 Mt at an average grade of 2.05 per cent V2O5 in magnetite, with an average magnetite content of 29.2 per cent in whole rock for
128,900 tonnes of vanadium;
– The decrease in the 2021 Mineral Resource, by 0.81 per cent less tonnes than the 31 December 2020 estimate, is attributed to mining of
the seams over the last twelve months;
– The decrease in the Ore Reserve tonnages from 46.4 Mt to 45.3 Mt as at 31 December 2021 is due to the depletion of all of the seams over
the twelve month period based on the pit to plant reconciled production data from Vametco. An adjustment was made to the modifying
factors to reflect more accurate Ore Reserve grades for the individual seams. The Ore Reserve modifying factors (mining loss and dilution)
were adjusted based on pit to plant reconciliation production data supplied by Bushveld Vametco Alloys (Pty). Ltd. This resulted in a
significant increase in the Upper Seam magnetite grade in line with actual performance from 26.8 per cent in 2020 to 49.4 per cent in
2021; and
– No Mineral Resource Exploration was carried out over this period.
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Table 1: Vametco Mineral Resource at a cut-off grade of 20% magnetite, as at 31 December 2021 – Gross Basis
Class
Indicated
Inferred
Indicated and Inferred
Seam Name
Upper
Intermediate
Lower
Total
Upper
Intermediate
Lower
Total
Upper
Intermediate
Lower
Total
Tonnes
(Millions)
V2O5 grade of
whole rock
%
Magnetite grade
of whole rock
%
V2O5 grade
in magnetite
%
Tonnes V2O5
in magnetite
(Thousands)
Tonnes V
in magnetite
(Thousands)
5.6
27.6
106.8
140.1
10.2
7.0
25.3
42.6
15.8
34.7
132.2
182.7
1.44
0.67
0.72
0.74
1.46
0.67
0.74
0.90
1.45
0.67
0.72
0.78
65.8
32.9
32.3
33.8
63.6
32.1
31.3
39.1
64.4
32.7
32.1
35.0
1.78
1.91
2.03
2.00
1.75
1.92
2.00
1.93
1.76
1.91
2.03
1.98
65.9
173.3
702.3
941.5
113.7
43.4
158.4
315.6
179.6
216.7
860.6
1,257.0
36.9
97.1
393.3
527.2
63.7
24.3
88.7
176.7
100.6
121.4
482.0
703.9
Notes:
1. All tabulated data have been rounded and as a result minor computational errors may occur.
2. Mineral Resources which are not Ore Reserves have no demonstrated economic viability.
3. Mineral Resources are inclusive of Ore Reserves (not indicated in the table).
4. Magnetite content (grade) is determined as the proportion of magnetite concentrate recovered using Davis Tube methodology.
5. Due to the magnetite grade being a recovered grade, differences will occur between whole rock V2O5 grades back-calculated from concentrate, versus those derived from whole rock assays.
6. Depleted using 31 December 2021 pit survey.
7. Reported on a Gross Basis. Bushveld Minerals shareholding in Bushveld Vametco Alloys is 74 per cent.
Table 2: Vametco Mineral Resource at a cut-off grade of 20% magnetite, as at 31 December 2021 –
Attributable Basis
Class
Indicated
Inferred
Indicated and Inferred
Seam Name
Upper
Intermediate
Lower
Total
Upper
Intermediate
Lower
Total
Upper
Intermediate
Lower
Total
Tonnes
(Millions)
V2O5 grade of
whole rock
%
Magnetite grade
of whole rock
%
V2O5 grade
in magnetite
%
Tonnes V2O5
in magnetite
(Thousands)
Tonnes V
in magnetite
(Thousands)
4.2
20.5
79.0
103.7
7.6
5.2
18.8
31.5
11.7
25.7
97.8
135.2
1.44
0.67
0.72
0.74
1.46
0.67
0.74
0.90
1.45
0.67
0.72
0.78
65.8
32.9
32.3
33.8
63.6
32.1
31.3
39.2
64.4
32.7
32.1
35.0
1.78
1.91
2.03
2.00
1.75
1.92
2.00
1.93
1.76
1.91
2.03
1.98
48.8
128.3
519.7
696.7
84.2
32.1
117.2
233.5
132.9
160.4
636.9
930.2
27.3
71.8
291.0
390.2
47.1
18.0
65.7
130.8
74.4
89.8
356.6
520.9
Notes:
1. All tabulated data have been rounded and as a result minor computational errors may occur.
2. Mineral Resources which are not Ore Reserves have no demonstrated economic viability.
3. Mineral Resources are inclusive of Ore Reserves (not indicated in the table).
4. Magnetite content (grade) is determined as the proportion of magnetite concentrate recovered using Davis Tube methodology.
5. Due to the magnetite grade being a recovered grade, differences will occur between whole rock V2O5 grades back-calculated from concentrate, versus those derived from whole rock assays.
6. Depleted using 31 December 2021 pit survey.
7. Reported on an Attributable Basis. Bushveld Minerals shareholding in Bushveld Vametco Alloys is 74 per cent.
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Supplementary Information
Mineral Resources and Reserves continued
Table 3: Vametco Ore Reserves, 31 December 2021 – Gross Basis
Class
Probable
Seam Name
Upper
Intermediate
Lower
Total
Tonnes
(Millions)
V2O5 grade of
whole rock
%
Magnetite grade
of whole rock
%
V2O5 grade
in magnetite
%
Tonnes V2O5
in magnetite
(Thousands)
Tonnes V
in magnetite
(Thousands)
0.5
6.3
38.4
45.3
1.05
0.51
0.63
0.62
49.4
23.4
29.2
28.6
1.77
1.88
2.05
2.02
4.7
27.5
230.1
262.4
2.7
15.4
128.9
146.9
Notes:
1. All tabulated data have been rounded and as a result minor computational errors may occur.
2. Ore Reserve tonnes and grades reported on dry run of mine (ROM) (plant feed) basis after mining modifying factors have been applied but before beneficiation down-stream recoveries/
losses have been applied.
3. Reporting was prepared on a Mineral Resource model developed by MSA.
4. Ore Reserves depleted as at 31 December 2021 using 31 December 2021 pit survey.
5. The Ore Reserve estimate was based on the original pit design completed in March 2019.
6. Modifying factors adjusted by seam from previous 31 December 2020 Ore Reserve estimate based on analysis of pit to plant production information.
7. Ore Reserve estimate depleted using Datamine Studio 5DP Open Pit software and latest topography supplied by Vametco as of 31 December 2021.
8. Reported on a Gross Basis. Bushveld Minerals shareholding in Bushveld Vametco Alloys is 74 per cent.
Table 4: Vametco Ore Reserves, 31 December 2021 – Attributable Basis
Class
Probable
Seam Name
Upper
Intermediate
Lower
Total
Tonnes
(Millions)
V2O5 grade of
whole rock
%
Magnetite grade
of whole rock
%
V2O5 grade
in magnetite
%
Tonnes V2O5
in magnetite
(Thousands)
Tonnes V
in magnetite
(Thousands)
0.4
4.6
28.5
33.5
1.05
0.51
0.63
0.62
49.4
23.4
29.2
28.6
1.8
1.9
2.1
2.02
3.5
20.4
170.3
194.2
2.0
11.4
95.4
108.7
Notes:
1. All tabulated data have been rounded and as a result minor computational errors may occur.
2. Ore Reserve tonnes and grades reported on dry ROM (plant feed) basis after mining modifying factors have been applied but before beneficiation down-stream recoveries/losses have been applied.
3. Reporting was prepared on a Mineral Resource model developed by MSA.
4. Ore Reserves depleted as at 31 December 2021 using 31 December 2021 pit survey.
5. The Ore Reserve estimate was based on the original pit design completed in March 2019.
6. Modifying factors adjusted by seam from previous 31 December 2020 Ore Reserve estimate based on analysis of pit to plant production information.
7. Ore Reserve estimate depleted using Datamine Studio 5DP Open Pit software and latest topography supplied by Vametco as of 31 December 2021.
8. Reported on a Gross Basis. Bushveld Minerals shareholding in Bushveld Vametco Alloys is 74 per cent.
BRITS
This project is located directly east of Bushveld’s Vametco Mine in the Bojanala Platinum District within the North-West Province and hosts
high-grade vanadium mineralisation in several magnetite layers. The mineralisation, which is outcropping in places, is a continuation of the
Vametco strike. The project offers a potential extension of Vametco’s Life-of-Mine and a cheap source of near-surface ore for the
Vametco plant.
A Drilling programme completed in 2018 and a subsequent maiden Mineral Resource statement and Competent Person’s Report published
in January 2020 has shown a lower seam weighted average grade of 0.6 per cent V2O5 in-whole rock and 1.6 per cent V2O5 in-magnetite,
which are among the highest grades in the world.
Brits has the potential to provide additional feed tonnage for Vametco and, if required, concentrate feed for the Vanchem plant.
Brits Vanadium Project comprises of three different companies in which Bushveld Resources Ltd holds interest in their assets ranging between
51 per cent and 74 per cent, and the three companies are Caber Trade and Invest 1 (Pty) Ltd, Great 1 Line Invest (Pty) Ltd and Gemsbok
Platinum (Pty) Ltd.
Caber Trade and Invest 1 (Pty) Ltd (Caber Trade), in which the Company holds an interest of 51 per cent, which, as previously reported,
had a mining right application refused by the Department of Mineral Resources and Energy (DMRE) in 2020. Caber Trade lodged an appeal
against the decision and has recently been advised that the process has been concluded with the DMRE refusing the appeal. The Company
is considering its options. The Caber Trade properties were not included in the CPR, and the refusal of the mining right has no impact on the
mineral resource statement.
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Information
Great 1 Line Invest (Pty) Ltd (Great 1 Line), is the prospecting right holder of Portion 3 of farm Uitvalgrond 431 JQ, and an interest of
62.5 per cent is held through Bushveld Resources Ltd. This is the property on which the Mineral Resource estimate contained in the
2019 CPR is based on.
The prospecting right renewal application for this asset was granted for a one-year extension, however an appeal procedure is in process with
the DMRE to request for a three-year extension that was initially applied for.
Gemsbok Magnetite (Pty) Ltd (Gemsbok), is the prospecting right holder of the Remainder of farm Doornpoort 295 JR. Bushveld Resources Ltd
holds 74 per cent interest in this company.
Environmental Authorisation for Gemsbok was granted and currently waiting for the granting of the prospecting right renewal submitted to
the DMRE.
Minerals Resource
A JORC compliant maiden Mineral Resource was declared in June 2019 on Portion 3 of the farm Uitvalgrond 431 JQ on which the project is
situated, and no further exploration work has been conducted on the project after this mineral resource estimate. This resource was classified
into the Indicated and Inferred categories.
The aggregate Inferred and Indicated Mineral Resource distributed across the three seams (the Lower, Intermediate, and Upper Seams)
is reported as 66.8 Mt at an average grade of 1.58 per cent V2O5 in magnetite, at a cut-off grade of 20 per cent magnetite in whole rock for
175,400 tonnes of contained vanadium.
The Mineral Resource is reported up to a depth of 150 m below the surface and based on the drilling on the western and central blocks of the
farm Uitvalgrond Portion 3 which extends over a strike length of approximately 1.65 km to the most eastern fault where the last line of drilling
was completed. As such there is potential to increase the resource on the remaining eastern unexplored portion of the farm on a strike length
of 1 km.
Key highlights
– The aggregate Inferred and Indicated Mineral Resource distributed across the three seams (the Lower, Intermediate, and Upper Seams)
is reported as 66.8 Mt at an average grade of 1.58 per cent V2O5 in-magnetite, at a cut-off grade of 20 per cent magnetite in-whole rock
for 175,400 tonnes of contained vanadium;
– The Indicated Mineral Resource tonnages account for 67 per cent of the total combined Mineral Resource and stand at 44.9 Mt with an
average grade of 1.59 per cent V2O5 in-magnetite for 115,600 tonnes of contained vanadium across the three seams;
– The Lower Seam represents a major portion of the total combined Mineral Resource tonnages at the cut-off grade of 20 per cent, with
55.5 Mt at an average grade of 1.58 per cent V2O5 in-magnetite for 137,000 tonnes of contained vanadium. This represents approximately
83 per cent of the total combined tonnage of the maiden Mineral Resource;
– Within the combined Mineral Resource, the Intermediate Seam has the highest grade of the three seams at 1.76 per cent V2O5 in-magnetite,
although the tonnages are low at the current cut-off grade of 20 per cent magnetite in-whole rock;
– A geological trend of decreasing grade in vanadium for magnetite-rich layers from west to east in the Bushveld Complex accounts for the
lower grades on the Brits Project in comparison to the grades at the operating Vametco Mine; and
– The Mineral Resource is reported up to a depth of 150 m below surface and is based on the drilling on the western and central blocks of
the farm Uitvalgrond Portion 3 which extends over a strike length of approximately 1.65 km to the most eastern fault where the last line
of drilling was completed. There is potential to increase the resource on the remaining eastern unexplored portion of the farm on a strike
length of 1 km.
Annual Report and Financial Results 2021
153
Supplementary Information
Mineral Resources and Reserves continued
Table 5: Brits Mineral Resource (Uitvalgrond 431 JQ Portion 3) at a cut-off grade of 20 % magnetite, 18 June 2019
– Gross Basis
Class
Indicated
Inferred
Indicated and Inferred
Seam Name
Upper
Intermediate
Lower
Total
Upper
Intermediate
Lower
Total
Upper
Intermediate
Lower
Total
Tonnes
(millions)
V2O5 grade of
whole rock
(%)
Magnetite grade
of whole rock
(%)
V2O5 grade of
magnetite
concentrate
(%)
Tonnes V2O5
in magnetite
concentrate
(thousands)
Tonnes V in
magnetite
concentrate
(thousands)
2.0
1.9
41.0
44.9
7.1
0.4
14.5
22.0
9.2
2.2
55.5
66.8
0.66
0.47
0.56
0.56
0.65
0.44
0.50
0.55
0.65
0.46
0.54
0.56
43.64
21.52
28.54
28.94
43.89
21.13
26.09
31.78
43.84
21.46
27.90
29.87
1.51
1.75
1.59
1.59
1.50
1.85
1.55
1.54
1.50
1.76
1.58
1.58
13.4
7.0
185.9
206.3
46.7
1.4
58.8
106.9
60.1
8.4
244.6
313.2
7.5
3.9
104.2
115.6
26.2
0.8
32.9
59.9
33.7
4.7
137.0
175.4
Notes:
1. All tabulated data have been rounded and as a result minor computational errors may occur.
2. Mineral Resources, which are not Mineral Reserves, have no demonstrated economic viability.
3. Magnetite content (grade) is determined as the proportion of magnetite concentrate recovered using Davis Tube methodology.
4. Due to the magnetite grade being a recovered grade, differences will occur between whole rock V2O5 grades back-calculated from concentrate, versus those derived from whole rock assays.
5. The Mineral Resource is reported as 100 per cent of the Mineral Resource for the property (Bushveld has a 62.5 per cent ownership of the property (Uitvalgrond 431 JQ Portion 3).
6. Bushveld Minerals, through its subsidiary Bushveld is the operator of Brits Vanadium Project.
Table 6: Brits Mineral Resource (Uitvalgrond 431 JQ Portion 3) at a cut-off grade of 20 % magnetite, 18 June 2019
– Attributable Basis
Class
Indicated
Inferred
Indicated and Inferred
Seam name
Upper
Intermediate
Lower
Total
Upper
Intermediate
Lower
Total
Upper
Intermediate
Lower
Total
Tonnes
(millions)
V2O5 grade of
whole rock
(%)
Magnetite grade
of whole rock
(%)
V2O5 grade of
magnetite
concentrate
(%)
Tonnes V2O5
in magnetite
concentrate
(thousands)
Tonnes V in
magnetite
concentrate
(thousands)
1.3
1.2
25.6
28.0
4.4
0.2
9.1
13.7
5.7
1.4
34.7
41.8
0.66
0.47
0.56
0.56
0.65
0.44
0.50
0.55
0.65
0.46
0.54
0.56
43.64
21.52
28.54
28.94
43.89
21.13
26.09
31.78
43.84
21.46
27.90
29.87
1.51
1.75
1.59
1.59
1.50
1.85
1.55
1.54
1.50
1.76
1.58
1.58
8.4
4.4
116.2
129.0
29.2
0.9
36.7
66.8
37.6
5.2
152.9
195.8
4.7
2.4
65.1
72.2
16.3
0.5
20.6
37.4
21.0
2.9
85.6
109.7
Notes:
1. All tabulated data have been rounded and as a result minor computational errors may occur.
2. Mineral Resources which are not Mineral Reserves have no demonstrated economic viability.
3. Magnetite content (grade) is determined as the proportion of magnetite concentrate recovered using Davis Tube methodology.
4. Due to the magnetite grade being a recovered grade, differences will occur between whole rock V2O5 grades back-calculated from concentrate, versus those derived from whole rock assays.
5. The Mineral Resource is reported on a net attributable basis (Bushveld has a 62.5 per cent ownership of the property (Uitvalgrond 431 JQ Portion 3).
6. Bushveld Minerals, through its subsidiary Bushveld is the operator of Brits Vanadium Project.
154
Annual Report and Financial Results 2021
Table 7: MML and MML HW Mineral Resources at a 0.30% V2O5 cut-off, ≤120 m depth, as at 15 October 2017
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Width
(m)
Tonnes
(Mt1)
Density
(t/m3)
V2O5
(%)
Fe
(%)
Fe2O3
(%)
TiO2
(%)
SiO2*
(%)
Al2O3*
(%)
P2O5*
(%)
S*
(%)
V2O5
(Kt2)
Fe
(Mt1)
Layer Name
UG-C
UG-A
UMG1
UMG2
MAG1 HW GAB**
MAG1
MAG2
MML HW
Total
MAG3
PART
MAG4
Total
Mineral
resource
category
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
Inferred
4.04
1.64
3.24
2.03
17.53
1.31
1.10
5.89
31.8
12.7
25.5
15.7
72.3
12.0
9.2
42.3
Inferred
36.77 221.5
Indicated
Indicated
Indicated
4.09
2.16
3.59
27.5
11.4
24.3
Indicated
9.84
63.2
3.85
3.48
3.31
3.30
3.40
3.02
3.96
3.57
3.01
3.21
4.08
3.16
4.00
0.64
0.59
0.59
0.69
0.31
1.07
0.83
0.32
0.50
1.50
0.58
1.46
1.32
25.7
23.2
22.9
25.9
13.1
40.0
30.2
13.4
36.7
33.1
32.7
37.0
18.8
57.1
43.1
19.2
19.8
28.3
45.5
20.9
43.9
40.4
65.1
29.9
62.7
57.8
5.9
5.3
5.4
6.2
2.9
9.7
7.2
2.5
4.4
10.0
3.5
9.3
8.6
5.4
30.2
32.5
32.6
29.4
42.0
15.6
25.1
42.2
35.7
10.6
34.5
11.8
15.4
31.2
15.4
17.5
17.6
16.7
21.9
10.8
15.1
21.6
18.9
7.8
19.0
8.9
10.2
17.0
0.01
0.01
0.01
0.01
0.01
0.01
0.01
0.02
0.01
0.01
0.01
0.01
0.01
0.12
0.01
0.01
0.01
0.12
0.06
0.06
0.11
202.8
75.6
150.4
107.7
223.3
128.7
76.3
136.0
8.2
3.0
5.8
4.1
9.5
4.8
2.8
5.7
0.08 1,100.8
43.8
0.12
0.17
0.24
0.18
412.5
66.3
354.9
833.7
12.5
2.4
10.7
25.6
0.01
0.10 1,934.5
69.4
Total Mineral Resources3
46.61 284.8
3.33
0.68
24.4
34.8
Notes:
1. Mt = million tonnes.
2. Kt = thousand tonnes.
3. Rounding may cause computational errors; No geological losses applied.
*
** A 0.30 per cent V2O5 cut-off has been applied laterally across this layer, so only material greater than 0.30 per cent V2O5 is included in the tonnage listed in this table.
Included for information purposes only, no value will be derived from these materials.
Table 8: Probable Ore Reserves for Mokopane Project
Orebody
MML Upper (MAG3)
MML Lower (MAG4)
Total/Average*
Notes:
Mineral Resource is reported at a 40% Fe2O3 cut-off; No geological losses applied.
*
Included for informative purposes only, no value will be derived from these materials.
True Thickness
(m)
4.09
3.59
7.68
SG
(t/m³)
4.08
4.00
4.04*
Tonnes
(million)
15,342
13,154
28,496
V2O5
(%)
1.43
1.39
1.41*
Table 9: AB Zone Mineral Resource at 0.3% V2O5 cut-off, ≤120 m vertical depth, as at 15 October 2017
Layer Name
AB Upper
AB Parting
AB Lower
Total3
Mineral
Resource
Category
Inferred
Inferred
Inferred
Tonnes
(Mt1)
Thickness
(m)
Density
t/m3
2.7
3.7
6.0
1.93
2.86
4.51
9.30
3.29
3.07
3.21
3.18
V2O5
%
0.89
0.48
0.75
0.70
Fe2O3
%
34.7
20.9
29.1
27.9
TiO2
%
5.4
3.0
4.3
4.2
P2O5*
%
0.01
0.01
0.01
0.01
SiO2*
%
30.3
40.0
34.6
35.3
Al2O3*
%
17.1
19.7
18.6
18.6
S*
%
0.06
0.01
0.01
0.02
V2O5
%
24.3
17.9
45.1
87.3
Inferred
12.5
Notes:
1. Mt = million tonnes.
2. Kt = thousand tonnes.
3. Total: Rounding may cause computational errors; No geological losses applied.
*
Included for informative purposes only, no value will be derived from these materials.
The Mineral Resources and Reserves estimates are based on the Competent Person’s Report prepared by MSA Group as at 15 October 2017.
Annual Report and Financial Results 2021
155
Supplementary Information
Mineral Resources and Reserves continued
Table 10: N-Q zone (weathered + unweathered) indicated mineral resource less than 200 m depth,
as at 8 March 2013
Layer Name
Q3
Q2
Q1
PMAG
PFWDISS*
OMAG*
NMAG
TOTAL
Tonnes
million
138.63
81.17
26.36
34.44
67.28
2.63
4.58
355.09
SG g/cm3
3.61
4.01
3.59
3.62
3.38
4.00
4.41
3.67
Fe
%
31.7
41.9
32.5
32.4
26.9
37.2
48.7
Fe2O3
%
45.4
59.9
46.6
46.3
38.5
53.2
69.6
Fe Metal
Tonnes
million
43.99
34.00
8.58
11.15
18.13
0.98
2.23
TiO2
%
10.2
15.2
10.5
10.1
7.1
11.1
16.0
33.51
47.65
119.06
10.85
V2O5
%
0.13
0.28
0.28
0.29
0.22
0.49
0.56
0.22
SiO2
%
25.2
12.6
22.3
21.3
30.1
18.5
6.9
22.37
Al2O3
%
9.9
6.5
9.9
10.5
12.8
7.9
5.3
9.66
P2O5
%
0.06
0.02
0.02
0.03
0.03
0.01
0.03
0.05
* Layer reported at a 35 per cent Fe2O3 cut-off; no geological losses applied.
Table 11: N-Q Zone (Unweathered) Inferred Mineral Resource, 200 m to 400 m depth, as at 8 Mar 2013
Layer Name
Q3
Q2
Q1
PMAG
PFWDISS*
OMAG*
NMAG
TOTAL
Tonnes
million
Density
t/m3
139.03
92.64
23.42
38.28
76.51
1.87
7.22
378.97
3.59
3.99
3.64
3.58
3.37
3.77
4.32
3.66
Fe
%
30.2
40.2
32.7
30.6
26.8
32.4
46.3
Fe2O3
%
43.3
57.5
46.8
43.7
38.3
46.3
66.2
Fe Metal
Tonnes
million
42.05
37.27
7.66
11.70
20.49
0.61
3.34
TiO2
%
8.8
14.1
10.8
9.8
6.9
9.5
15.6
32.47
46.47
123.12
10.07
V2O5
%
0.09
0.23
0.27
0.26
0.21
0.40
0.49
0.19
SiO2
%
28.3
15.3
22.2
23.5
30.2
23.1
8.3
Al2O3
%
10.3
7.6
10.6
11.5
12.8
10.4
5.8
24.24
10.20
P2O5
%
0.13
0.02
0.02
0.04
0.03
0.02
0.02
0.06
S
%
0.40
0.27
0.27
0.80
0.33
0.12
0.11
0.38
S
%
0.61
0.55
0.36
0.74
0.43
0.10
0.14
0.55
* Layer reported at a 35 per cent Fe2O3 cut-off; no geological losses applied.
Table 12: P-Q Zone Inferred Mineral Resource, surface to 300 m vertical depth at a 35% Fe2O3 cut-off for the farms
Schoonoord 786LR and Bellevue 808LR, as at 15 October 2017
Layer Name
Q3
Q2
Q1
PMAG
PFWDISS*
TOTAL1
Quantity
million
tonnes
75.3
85.5
13.1
19.7
27.3
220.8
Density
t/m3
3.77
4.14
3.82
3.52
3.45
3.85
Fe
%
34.3
42.6
36.4
27.6
27.8
36.2
Fe2O3
%
49.1
60.9
52.1
39.5
39.8
51.9
Fe Metal
million
tonnes
25.82
36.40
4.76
5.45
7.60
80.03
TiO2
%
10.5
14.9
12.2
8.3
8.0
11.8
V2O5
%
0.10
0.26
0.30
0.23
0.22
0.20
SiO2
%
23.0
13.1
19.1
29.1
28.3
20.1
Al2O3
%
9.4
6.9
9.8
12.4
12.9
9.2
P2O5
%
0.28
0.03
0.03
0.06
0.06
0.12
S
%
0.55
0.50
0.46
1.00
0.55
0.57
* Layer reported at a 35 per cent Fe2O3 cut-off; no geological losses applied.
156
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
The PQ Phosphate Project Mineral Resources
The PQ Phosphate Project resource lies immediately above the iron ore and titanium resource of the PQ Project. The Company reported on
3 June 2014, a maiden phosphate resource statement for the PQ deposit of 442 Mt, with average phosphate grades of 3.6 per cent P2O5 as
shown in Table 13. Although the grades are low, the PQ Phosphate deposit is in the immediate hanging wall of the PQ Project and would be
mined concurrently with the stripping of the latter. Of particular interest is that laboratory-scale test work has shown that 37 per cent P2O5
concentrate grades are achievable from this deposit.
Figures are based on the Competent Person’s report prepared by MSA Group as at 15 October 2017.
Table 13: Inferred Mineral Resource of Phosphate Zone at a 3% P2O5 cut-off, as at 15 October 2017
Farm
Vliegekraal
Malokong
Schoonoord
Bellevue
TOTAL1
Tonnes
millions
330.0
1.8
104.9
5.0
441.6
P2O5
%
3.6
3.2
3.6
3.6
3.6
Fe2O3
%
32.1
35.5
34.1
34.4
32.6
S*
%
0.39
0.37
0.40
0.41
0.39
SiO2*
%
34.0
35.4
33.0
33.3
33.7
*CaO*
%
9.1
8.6
8.8
8.9
9.0
Density
t/m3
3.30
3.27
3.37
3.36
3.32
1. Total = All tabulated data has been rounded and as a result minor computational errors may occur.
Lemur Holdings Limited
The Mineral Resource estimates are based on the competent person’s report prepared by Sumsare Consulting Group CC at 29 April 2019.
Table 14: Resource for the Imaloto coal project
Category
Coal Resource per asset
Measured
Indicated
Inferred
Sub total
Total
Tonnes
(Millions)
91.613
31.497
12.627
135.737
135.737
Gross
Net attributable (99%)
Operator
Raw Coal Quality (ADB)
Raw Coal quality (ADB)
Ash (%)
CV (MJ/Kg)
32.5
35.7
34.4
33.4
33.4
19.62
18.14
18.80
19.20
19.20
Tonnes
(Millions)
90.697
31.182
12.501
134.380
134.380
Ash (%)
CV (MJ/Kg)
32.5
35.7
34.4
33.4
33.4
19.62
18.14
18.80
19.20
19.20
Lemur Holdings
Limited
Annual Report and Financial Results 2021
157
Titanium Dioxide
Total Injury Frequency Rate
Total guaranteed pay
Total Shareholder Return
TiO2
TIFR
TGP
TSR
Vametco Vametco mine & processing plant
Vanadium Carbon Nitride
VCN
Vanadium Pentoxide
V2O5
Vanadium Trioxide
V2O3
Vanadium Redox Flow Battery
VRFB
VIP
VRFB Investment Platform
Vanchem Vanchem Vanadium Plant
WACC
WML
WUL
Weighted Average Cost of Capital
Waste Management License
Water Use License
Supplementary Information
Acronyms
Air Emission License
Adult Education and Training
Ammonium Meta Vanadate
Annual General Meeting
Bushveld Electrolyte Company
Brits Vanadium Project
Bureau Veritas
Compound Annual Growth Rate
Conditional Share Plan
Definitive feasibility study
Department of Forestry, Fisheries and the Environment
Department of Water and Sanitation
Enerox GmbH
Environmental Impact Assessment
Environmental Management System
Engineering, Procurement and Construction
Environment, Social and Governance
Ferrovanadium
Geological Society of South Africa
Gigawatt
Gigawatt hour
Human Resources Development
Industrial Development Corporation
Integrated Resource Plan
Integrated Water Use Licence
International Finance Corporation
Invinity Energy Systems plc
Johannesburg Stock Exchange
Joint Ore Reserves Committee
Thousands of tonnes
Long-term incentive
Lost time injury frequency rate
Main Magnetite Layer
AEL
AET
AMV
AGM
BELCO
Brits
BV
CAGR
CSP
DFS
DFFE
DWS
Enerox
EIA
EMS
EPC
ESG
FeV
GSSA
GW
GWh
HRD
IDC
IRP
IWUL
IFC
Invinity
JSE
JORC
kt
LTI
LTIFR
MML
MML-HW Main Magnetite Layer Hanging Wall
mtV
Metric ton of Vanadium
MtVp.a. Metric ton of Vanadium per annum
MW
MWh
Mt
MVO
NDC
NEMA
NEMWA National Environmental Management Waste Act
OEM
PCC
PFA
P2O5
QMS
QCA Code Quoted Companies Alliance Corporate Governance Code
redT
RCF
RONA
STI
SMMEs
Megawatt
Megawatt hour
Millions of tonnes
Modified vanadium oxide
Nationally Determined Contribution
National Environmental Management Act
redT energy plc
Revolving Credit Facility
Return on Net Assets
Short-term incentive
Small, Medium and Micro Enterprises
Original Equipment Manufacturer
Presidential Climate Commission
Production Finance Agreement
Phosphate
Quality Management System
158
Annual Report and Financial Results 2021
Business
Overview
Governance
Financial
Statements
Supplementary
Information
Glossary
Mining terms
Beneficiation
Any process that improves (benefits) the economic value of the ore
by removing the gangue minerals prior to further metallurgical
treatment.
Brownfield
The development or exploration of assets located inside the area of
influence of existing mine operations which can share infrastructure/
management.
Competent Person’s Report
A report on the technical aspects of a project or mine prepared
by a Competent Person (CP). The contents are determined by the
nature/status of the project/mine being reported and may include
a techno-economic model as appropriate for the level of study.
A Competent Person must have a minimum of five years’ relevant
experience in the style of mineralisation or type of deposit under
consideration and in the activity that the person is undertaking
(JORC Code, 2012).
Crushing
First stage of mineral processing which involves reducing large rocks
or boulders into smaller sizes using equipment such as gyratory
crushers, jaw crushers and cone crushers.
Greenfield
The development or exploration of assets located outside the area
of influence of existing mine operations/infrastructure.
Hanging Wall
The strata situated above the targeted mineralised ore zone.
Indicated Mineral Resource
An ‘Indicated Mineral Resource’ is that part of a Mineral Resource
for which quantity, grade or quality, densities, shape and physical
characteristics can be estimated with a level of confidence sufficient
to allow the appropriate application of technical and economic
parameters to support mine planning and evaluation of the economic
viability of the deposit. The estimate is based on detailed and reliable
exploration and testing of information gathered through appropriate
techniques from locations such as outcrops, trenches, pits, workings
and drill holes that are spaced closely enough for geological and
grade continuity to be reasonably assumed.
Inferred Mineral Resource
An ‘Inferred Mineral Resource’ is that part of a Mineral Resource
for which quantity and grade (or quality) are estimated on the basis
of limited geological evidence and sampling. Geological evidence
is sufficient to imply but not verify geological and grade (or quality)
continuity. It is based on exploration, sampling and testing of
information gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes.
Leaching
The process by which a soluble metal can be economically recovered
from minerals in ore by dissolution.
Life of Mine
Life of Mine (LoM) is the time in which the ore reserves (or such
reasonable extension of the reserves as conservative geological
analysis may justify) will be mined economically to completion.
Magnetic Separation
The process of concentrating magnetic ore where the magnetic rock
particles are separated from non-magnetic rock particles by using a
magnet.
Magnetite
A naturally occurring mineral form of iron ore with the chemical
formula Fe3O4.
Main Magnetite Layer
The vanadium-bearing magnetite layer in the lower portion of the
upper zone of the Bushveld Complex, consisting of heavy to
disseminated magnetite. It varies in thickness from 1 to 10 metres.
Measured Mineral Resource
A Measured Mineral Resource’ is that part of a mineral resource
for which quantity, grade (or quality), densities, shape and physical
characteristics are so well established that they can be estimated
with sufficient confidence to allow the appropriate application of
technical and economic parameters to support production planning
and evaluation of the economic viability of the deposit. The estimate
is based on detailed and reliable exploration, sampling and testing of
information gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes that are
spaced closely enough to confirm both geological and grade
continuity.
Milling
The process of breaking down aggregate rock material into even
smaller sizes (usually into powder-like form) using equipment such
as a ball mill.
Mineralisation
A concentration (or occurrence) of material of possible economic
interest, in or on the Earth’s crust, for which quantity and quality
cannot be estimated with sufficient confidence to be defined as
a Mineral Resource. Mineralisation is not classified as a Mineral
Resource or Mineral Reserve and can only be reported under
Exploration Results. The data and information relating to it must
be sufficient to allow a considered and balanced judgement of its
significance.
Mineral Deposits
A mass of naturally occurring mineral material, usually of economic
interest, without regard to mode of origin.
Annual Report and Financial Results 2021
159
Supplementary Information
Glossary continued
Mining terms
Mineral Reserves
Mineral Reserves are sub-divided into two categories. The proven
category is the highest level of reserves or the level with the most
confidence. The probable category is the lower level of confidence
of the reserves. Reserves are distinguished from Resources as all
the technical and economic parameters have been applied and
the estimated grade and tonnage of the resources should closely
approximate the actual results of mining. The guidelines state:
“Mineral Reserves are inclusive of the diluting material that will be
mined in conjunction with the Mineral Reserve and delivered to the
treatment plant or equivalent facility.” The guidelines also state that,
“The term ‘Mineral Reserve’ need not necessarily signify that
extraction facilities are in place or operative or that all government
approvals have been received. It does signify that there are
reasonable expectations of such approvals.”
Mineral Resource
A Mineral Resource is a concentration or occurrence of solid material
of economic interest in or on the earth’s crust in such form, grade or
quality and quantity that there are reasonable prospects for eventual
economic extraction. The location, quantity, grade, continuity and
other geological characteristics of a Mineral Resource are known,
estimated or interpreted from specific geological evidence and
knowledge, including sampling.
Mineral Resource/Reserve Depletion
Reconciling the metal quantity within the latest resource/reserve
estimate that has been mined from a previous resource/reserve
estimate.
Modified Vanadium Oxide (MVO)
An oxide form of vanadium (a mixture of V2O5, V2O4 and V2O3)
that is chemically produced by reducing Ammonium Metavanadate
(NH4VO3) and is used as feedstock for final vanadium products such
as Nitrovan (NV) and Ferrovanadium (FeV).
Open Pit Mining
A method of mining rock or minerals by removing them from an open
pit commencing from the earth’s surface.
Ore Reserves
A subset of Measured and/or Indicated Mineral Resources that can
be demonstrably extracted, economically and legally.
Ore Reserves are declared for open pits inside the Life of Mine pit
design (the optimised pit shell in this instance), including diluting
materials and allowances for losses which may occur when the
material is mined or extracted. They are defined by studies at
pre-feasibility or feasibility level, as appropriate, that include the
application of modifying factors. Those studies demonstrate that, at
the time of reporting, extraction could reasonably be justified (JORC,
2012). Ore Reserves are declared for in-whole rock tonnes in the pits
and exclude any stockpiles. Economic assumptions used to estimate
reserves change from one period to another as additional technical
and operational data is generated.
Qualified Person
A professionally qualified member in good standing of an appropriate
recognised professional association who has at least five years’
relevant experience within the sector. A professional association is
a Recognised Professional Organisation (RPO) of engineers and/or
geoscientists.
Reserve Life
Current stated Ore Reserves estimate divided by the current
approved nominated production rate at the end of the financial year.
Run of Mine
Ore mined in the course of regular mining activities and extracted
from the mining operation. Tonnes include allowances for diluting
materials and for losses that occur when the material is mined.
Salt Roasting
Process where a magnetite concentrate is roasted with salts (sodium
carbonate and sodium sulphate) in an extremely high temperature
rotary kiln with temperatures of up to 1,150˚C to form water soluble
solids containing vanadium.
Strike
Horizontal direction or trend of a geological structure, perpendicular
to its down dip direction.
Other terms
Bankable Feasibility Study
A feasibility study is bankable if it has been prepared in detail and
with objectivity so that the company could submit it to investors or
lenders when seeking financing for the project.
Definitive Feasibility Study
A feasibility study based on the best alternative identified in the
preliminary feasibility study, and suitable as a basis for detailed
design and construction. The definitive feasibility study is based on
indicated and measured mineral resources.
Pre-feasibility Study
A pre-feasibility study is an early stage analysis of a potential mining
project. It is conducted and designed to give company stakeholders
the basic information required to choose between potential
investments.
EBITDA
Earnings before interest, tax, depreciation and amortization is a
measure of a company’s operating performance.
Free Cash Flow
Free cash flow represents the net cash generated from operating
activities, after taking into consideration capital expenditure.
160
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Business
Overview
Governance
Financial
Statements
Supplementary
Information
THIS DOCUMENT 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 Bushveld Minerals 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 Annual General Meeting
BUSHVELD MINERALS LIMITED
(Incorporated in Guernsey under registered number 54506)
REGISTERED OFFICE:
Oak House, Hirzel Street, St Peter Port
Guernsey, GY1 3RH.
30 June 2022
Notice is hereby given of an Annual General Meeting of Bushveld Minerals Limited to be held at 11:00 am on 8 August 2022 at Oak House,
Hirzel Street, St Peter Port, Guernsey, GY1 3RH.
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 majority of shareholders 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 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.
3. Shareholders who do choose to attend the Meeting in person are asked to comply with any applicable guidance issued by States of
Guernsey on respecting personal space and practising good hand hygiene, and with any distancing requirements requested by the
Chairman.
4. The arrangements for the Meeting proposed by the Board are subject to constant review, and should they be subject to change in line with
any new 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 73.2 of the Articles of Incorporation of the Company (the “Articles”).
Annual Report and Financial Results 2021
161
Supplementary Information
Notice of Annual General Meeting continued
ORDINARY RESOLUTIONS
1. To receive and adopt the Annual Financial Statements of the Company and the Directors report and the report of the Auditors for the
financial year ended 31 December 2021.
2. To approve the Directors Fees as reflected in Remuneration Report and in Note 34 of the Annual Financial Statements.
3. That Messrs RSM UK Audit LLP be reappointed as Auditors to the Company.
4. That the Directors be authorised to approve the remuneration of the Company’s Auditors to the Company.
5. That Fortune Mojapelo shall be re-elected as a Director, having retired by rotation and offered himself for re-election.
6. That Tanya Chikanza shall be re-elected as a Director, having retired by rotation and offered herself for re-election.
7. That Kevin Alcock shall be re-elected as a Director in accordance with Article 140 of the Articles, having been appointed by the Directors
in March 2022.
8. That Mirco Bardella shall be re-elected as a Director in accordance with Article 140 of the Articles, having been appointed by the Directors
in March 2022.
9. That Jacqueline Musiitwa shall be re-elected as a Director in accordance with Article 140 of the Articles, having been appointed by the
Directors in March 2022.
10. That David Noko shall be re-elected as a Director in accordance with Article 140 of the Articles, having been appointed by the Directors
in May 2022.
11. The Company be generally and unconditionally authorised for the purposes of Articles 50.3 of the Articles to make on market acquisitions
(as defined in Article 50.5 of the Articles) of Ordinary Shares on such terms and in such manner as the Directors determine provided that:
(i) the maximum aggregate number of Ordinary shares which may be purchased is 126,545,682 Ordinary Shares;
(ii) the minimum price (excluding expenses) which may be paid for each Ordinary share is £0.01;
(iii)
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
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).
(iv)
12. 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 421,818,941 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 8.3 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; and
SPECIAL RESOLUTIONS
13. If Resolution 12 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 12 as if the pre-emption
rights contained in Article 9.9 of the Articles of Incorporation of the Company did not apply to such issue or grant provided that: (A) the
maximum aggregate number of Equity Securities that may be issued or granted under this authority is 126,545,682 shares, being
approximately 10.0 per cent of the issued share capital of the Company (excluding treasury shares); and (B) the authority hereby conferred,
unless previously renewed, revoked or varied by the Company by special 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 9.9 of the Articles of Incorporation of the Company did not apply to such issue or grant.
14. That the Articles of Incorporation of the Company be and are hereby amended as follows:
(i)
Article 105 be amended by the deletion of the words “At no time after Admission shall a majority of Directors be resident in the
United Kingdom.”
(ii) Article 112.7 be deleted
(iii)
Article 130 be amended by the deletion of the words “(other than, at any time after Admission, a Director resident in the United
Kingdom)”
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(iv)
Article 142 be amended by the deletion of the words “All meetings of the Directors shall take place outside the United Kingdom and
principally, in Guernsey. Any decision reached or resolution passed by the Directors at any meeting held in the United Kingdom shall
be invalid and of no effect.”
(v) Article 147 be amended by the deletion of the words “either in the United Kingdom or elsewhere”
(vi)
Article 151 be amended by the deletion of the words “provided that no Directors physically present in the United Kingdom at the time
of any such meeting may participate in the meeting by means of a conference telephone or any communication equipment unless
50 per cent or more of the Directors participating are physically present outside the United Kingdom.”
(vii) Article 152 be amended by the deletion of the words “No such resolution shall be valid if a majority of the Directors sign the
resolution in the United Kingdom.”
(viii) Article 169 be deleted
ORDINARY RESOLUTION
15. That, for the purposes of section 160 of the Companies (Guernsey) Law, 2008 (as amended), the appointment of Tanya Chikanza as a
director of the Company (in contravention of Article 130 as it applied at that time, as a result of her being resident in the United Kingdom)
be and is hereby ratified.
By order of the Board
K BREDIN
Company Secretary
30 June 2022
EXPLANATORY NOTES TO CERTAIN OF THE RESOLUTIONS
Resolution 14:
As evidenced by the board changes that were announced to the market in March and May of this year, the Board, through the Nomination
Committee, has been kept busy with the implementing of its succession planning endeavours. Through that process, it has become evident that
certain of the articles within the Company’s Articles of Incorporation (Articles), which have not been amended since listing in 2012, and which
relate to the residency of directors, are unnecessarily restrictive. Consequently, to allow for more flexibility when identifying and appointing
suitable candidates to the Board in the future, it is being requested that shareholders approve the amending of the Articles as detailed in
resolution 14. Similarly, it is requested that the restrictions in respect of where meetings are held and decisions made be removed, which is
also included within resolution 14.
Resolution 15:
This resolution relates to the appointment of Tanya Chikanza in her capacity as an executive director of the Company. It has come to light that
by appointing Tanya Chikanza as an executive, the Company inadvertently breached its Articles, which state that “The Directors may appoint
one or more of their number (other than, at any time after Admission, a director resident in the United Kingdom) to an executive office on such
terms as they think fit…”. Although Tanya’s appointment was contrary to Article 130, her appointment as a director is not invalidated. The
breach relates only to the appointment of executive office, and not to her appointment as a director, and accordingly, the breach does not
mean that any actions taken by Tanya would have been beyond her powers as a director, void or voidable, or not binding on Bushveld as
intended. While resolution 14 amends Article 130, resolution 15 ratifies Tanya’s earlier appointment and the consequent breach of Article 130,
so as to remedy the position.
Notice of Meeting Notes:
The following notes explain your general rights as a shareholder and your right to attend and vote at this Meeting or to appoint someone else
to vote on your behalf.
1. To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may
cast), shareholders must be registered in the Register of Members of the Company at close of trading on 6 August 2022. Changes to the
Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at
the Meeting.
2. Shareholders are entitled to appoint another person as a proxy as set out below to exercise all or part of their rights to attend and to speak
and vote on their behalf at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy
is appointed to exercise the rights attached to a different ordinary share or ordinary shares held by that shareholder. A proxy need not be a
shareholder of the Company, but please note that in accordance with the measures set out above, shareholders are encouraged to appoint
the Chairman of the Meeting as their proxy for the purposes of ensuring that their proxy will be able to attend the Meeting.
Annual Report and Financial Results 2021
163
Supplementary Information
Notice of Annual General Meeting continued
3. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the
most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s
Register of Members in respect of the joint holding (the first named being the most senior).
4. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.
If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. In the absence of any specific instructions
from you, your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
5. You can vote either:
– by logging on to www.signalshares.com and following the instructions. This system allows you to appoint a proxy and to instruct your
proxy how to vote. If you have note used the service before you will need to register online, for which you will need your investor code
(IVC). In order for a proxy appointment to be made in this way, you will need to submit your instructions via www.signalshares.com by
11:00 am on 6 August 2022;
– by requesting a hard copy form of proxy directly from the Registrars, Link Group by phone – UK – 0371 664 0300. (Calls are charged at
the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international
rate. Lines are open between 09:00-17:30, Monday to Friday excluding public holidays in England and Wales). In order for a proxy
appointment by way of a hard copy form of proxy to be valid, the form of proxy must be received by Link Group at 10th Floor, Central
Square, 29 Wellington Street, Leeds, LS1 4DL by 11:00 am on 6 August 2022.
– in the case of shareholders holding their shares through CREST, by submitting a CREST Proxy Instruction utilising the CREST electronic
proxy appointment service in accordance with the procedures set out below.
6. If you return more than one proxy appointment, either by paper or electronic communication (including via www.signalshares.com), the
appointment received last by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the
terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them will not be
disadvantaged.
7. The return of a completed form of proxy or any CREST Proxy Instruction (as described in note 10 below), or the submission of instructions
via www.signalshares.com, will not prevent a shareholder from attending the Meeting and voting in person if he/she wishes to do so.
8. Shareholders holding their shares through CREST who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
service may do so for the Meeting (and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available
from www.euroclear.com/site/public/EUI). Shareholders holding their shares through a CREST sponsor or service provider(s) should refer to
their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
9. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a ‘CREST Proxy
Instruction’) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the
information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the
issuer’s agent (ID RA10) by 11:00 am on 6 August 2022. For this purpose, the time of receipt will be taken to mean the time (as determined
by the timestamp applied to the message by the CREST application host) from which the issuer’s agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST
should be communicated to the appointee through other means.
10. Shareholders holding their shares through CREST and, where applicable, their CREST sponsors or voting service providers should note that
Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings
and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the shareholder concerned
to take (or, if the shareholder is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure
that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. In this connection, shareholders holding their shares through CREST and, where
applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances
set out in Regulation 34(1) of the Uncertificated Securities (Guernsey) Regulations, 2009.
11. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers
as a shareholder provided that no more than one corporate representative exercises powers in relation to the same shares.
12. As at 29 June 2022 (being the latest practicable business day prior to the publication of this Notice), the Company’s ordinary issued share
capital (excluding treasury shares) consists of 1,265,456,822 ordinary shares, carrying one vote each. Therefore, the total voting rights in
the Company as at 30 June 2022 are 1,265,456,822.
13. You may not use any electronic address (within the meaning of Section 523(2) of the Companies (Guernsey) Law, 2008) provided in either
this Notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those
expressly stated.
14. A copy of this Notice can be found on the Company’s website at www.bushveldminerals.com/investors
164
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Company Information
BUSHVELD MINERALS
Registered Office
Oak House,
Hirzel Street
St Peter Port GY1 3RH
Principal Operating Address
2nd Floor, Building 3
Illovo Edge Office Park
9 Harries Road, Illovo
Johannesburg, 2116
South Africa
Tel: +27 11 268 6555
SP ANGEL
Nominated Adviser & Broker
Prince Frederick House
35-39 Maddox Street
London W1S 2PP
RBC EUROPE LIMITED
Joint Broker
100 Bishopsgate
London EC2N 4AA
GOWLING WLG
Legal Counsel – UK
4 More London Riverside
London SE1 2AU
RSM
Independent Auditor
RSM UK Audit LLP
25 Farringdon Street
London EC4A 4AB
LINK GROUP
Company Registrar
10th Floor
Central Square
29 Wellington Street
Leeds LS1 4DL
MS. KATE BREDIN
Company Secretariat
Email: kate.bredin@bushveldminerals.com
Tel: +27 (0) 11 268 6555
Fax: +27 (0) 11 268 5170
MS. CHIKA EDEH
Head of Investor Relations
Email: Chika.edeh@bushveldminerals.com
Tel: +27 (0) 11 268 6555
Fax: +27 (0) 11 268 5170
BUSHVELD MINERALS
Registered Office
Oak House, Hirzel Street
St Peter Port
Guernsey, GY1 3RH
www.bushveldminerals.com