GOLDPLAT PLC
ANNUAL REPORT
2022
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Index
Chairman's Statement
Operations and Finance Report
The Board
Directors' Report
Strategic Report
Independent Auditor's Report
Statements of Financial Position
Statements of Profit or Loss and Other Comprehensive Income
Statements of Changes in Equity - Group
Statements of Changes in Equity - Company
Statements of Cash Flows
Accounting Policies
Notes to the Consolidated and Separate Financial Statements
General Information
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Chairman's Statement
In my first Chairman’s statement I am pleased to report
continued improvements in all areas of the business including
increased profitability from operations, increased visibility of
earnings and the commencement of returning value to our
shareholders.
Our portfolio of core assets consists of two gold recovery
operations, in South Africa and Ghana, with plans to extend
this to Brazil. These operations recover gold and platinum
group metals (‘PGM’) from by-products of current and
historical mining processing, thereby providing mines with an
environmentally-friendly and cost-efficient way of removing
waste material.
Having strategically moved away from primary mining, we
remain committed to our strategy of increasing long term
visibility of earnings in the recovery businesses and returning
value to our shareholders, whilst increasingly positioning
ourselves as a service company and an ESG player in the
mining space, forming a key element of primary producers’ ESG
initiatives. This focus is aligned with our growth strategy and will
include broadening the commodity spaces in which we operate
and add value.
Profit for the year increased to GBP3,963,000 (2021 profit
GBP2,179,000) with net cash flows from operating activities of
GBP2,997,000 (2021: GBP2,309,000) and net year end cash of
GBP3,895,000 (2021: GBP 3,459,000). These excellent numbers
are primarily the result of solid performance at both operations,
increased supply of material and increasing profit margins.
During the period, the Company announced that all cash in
excess of operating and development requirements would be
returned to shareholders and that all royalties received from
Kilimapesa would be distributed to shareholders. During March
and April 2022, the Company announced a share buy-back
programme. This purchase of shares amounted to GBP400,000
and the resulting treasury shares were cancelled in May 2022.
Post year end, the Company sold its remaining shares in Caracal
Gold Plc, resulting in a further GBP 681,000 in cash being
realised from the sale of Kilimapesa consideration shares. The
partial restructuring of the Group was completed during the
period with the Group’s shareholding in Goldplat Recovery (Pty)
Limited increased to 90.63%.
Your board of directors has seen several changes during the
period. Martin Ooi, a shareholder and long-time supporter of
Goldplat, was appointed as a non-executive director in October
2021, and Nigel Wyatt resigned as a non-executive director with
effect from 31 December 2021. In May 2022 Matthew Robinson
announced his intention to retire as non-executive Chairman,
with his retirement coming into effect on 26 September 2022.
I would like to thank Matthew for his steadfast guidance since
his appointment in 2016. Matthew’s leadership through this
period of strategic change for Goldplat is greatly appreciated
and I would like to wish him well in his future endeavours.
I joined as non-executive director in September 2022 and I am
delighted to take over as non-executive chairman at a time
where the strategic changes are already resulting in sustainable
improvements with exciting potential for continued further
growth. With these changes I believe that your Board is well
positioned to continue to grow the company's existing and
new businesses.
Whilst the threat to the Group posed by the Covid pandemic
has diminished significantly during the year, we remain cautious
and continue a number of policies and practices initiated during
the pandemic. The Russian invasion of Ukraine during the year
is posing a significant challenge to global supply chains and
whilst Goldplat has no activities directly connected with Russia
or Ukraine, the long-term effect of the conflict on the Group
is uncertain. Although, the impact on fuel prices, currency
exchange rates and global inflation continue to have an impact
on the Company.
We look forward to continuing and building on the successes
of the past few years and increasingly realising and growing the
intrinsic value of Goldplat. I thank all Goldplat's employees, as
well as my fellow directors, our advisors and our shareholders
for their efforts as we look forward with enthusiasm.
Gerard Kemp
Chairman
17 February 2023
1
Goldplat PLC / Annual Report and Accounts 2022Chairman's StatementOperations and Finance ReportThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsOperations and Finance Report
Overview
Goldplat plc is a mining services company, specialising in the
recovery of gold and other precious metals, from by-products,
contaminated soil and other precious metal material from
mining and other industries. Goldplat has two market leading
operations in South Africa and Ghana focused on providing an
economic method for mines to dispose of waste materials while
at the same time adhering to their environmental obligations.
Goldplat has been providing these services for more than
20 years mainly to the mining industry in Africa, but more
recently also in South America. Goldplat’s extraction processes
and multiple process lines enable it to keep materials separate,
which provides a high degree of flexibility when proposing a
solution for a particular type of material. The processes which
are employed include roasting in a rotary kiln, crushing, milling,
thickening, flotation, gravity concentration, leaching, CIL,
elution and smelting of bullion. Goldplat recovery operations
recover between 2,000 ounces to 2,800 ounces monthly
through its various circuits and under different contracts.
The grade, recovery, margins and terms of contracts can differ
significantly based on the nature of the material supplied and
processed. At a minimum, 50% of material produced is exposed
to the fluctuation in the gold price, with the remainder of the
production being offset by corresponding changes in raw
material costs.
The strategy of the company, which also drives the key
performance indicators of management, is to return value to the
shareholders by creating sustainable cash flow and profitability
through: growing its customer base in South Africa, West Africa
and further afield, increasing its ability to process lower grade
contaminated material through investing into and improving
processing methods; forming strategic partnerships with other
industry participants; diversifying into processing of platinum
group metals (“PGM”) contaminated material; and constructing a
final deposition site for, and optimising the processing of, the TSF.
Goldplat’s highly experienced and successful management team
has a proven track record in creating value from contaminated
gold and other precious metals-bearing material.
Goldplat has a JORC defined resource (see the announcement
dated 29 January 2016 for further information) over part of its
active Tailings Storage Facility ('TSF') at its operation in South
Africa of 1.43 million tons at 1.78g/t for 81,959 ounces of gold.
Since the resource estimate was made more than 500,000 tons
of material have been deposited on the TSF.
Goldplat held a 5.52% interest (at the balance sheet date)
indirectly in Caracal PLC ("Caracal") and a 1% net smelter royalty
(the Caracal holding was sold down to zero after the period),
capped at USD1.5 million in Kilimapesa (the Kenyan Gold Mining
Company it sold to Caracal).
Introduction
During the period, the recovery operations continued to deliver
excellent returns with the profits after tax and attributable to
owners of the Company increasing by 112%.
The increase was driven by strong performances by both
operating entities, with Goldplat Recovery Pty Limited ("GPL")
and Gold Recovery Ghana Limited ("GRG") increasing the
respective net profit by 75% and 54%.
Revenue increased by 22% during the period due to an increase
of supply of material during the period, driving increases in
production and sales. This has been against a slight decrease
in the average gold price during the period of USD1,833/oz
(2021 – USD1,846/oz).
The margins of the Group depend upon the volume, quality and
type of material received, the metals contained in such material,
processing methods required to recover the metals, the final
recovery of metals from such material, the contract terms,
metals prices and foreign currency movements. During the
period, the gross profit margin increased from 17.5% to 23.1%,
which was largely driven by the weakening of the Ghanaian
Cedi (GHS) during the period by 20% (refer table under financial
review). This was however offset by foreign exchange losses,
which increased by GBP685,000.
The table below on the operating performance of the two
recovery operations combined (excluding other Group and head
office cost, foreign exchange gains & losses, finance cost and
taxes) indicates the ability of the recovery operations in South
Africa and Ghana to produce profitably at various gold prices
and production levels.
Average Gold Price per oz in US$
for the year
Revenue
Gross Profit
Other income
Administrative & Other Costs
Operating Profit before Finance
Costs
2022
1,833
2021
1,846
2020
1,560
2019
1,263
2018
1,293
2017
1,258
GBP’000
GBP’000
GBP’000
GBP’000
GBP’000
GBP’000
43,222
9,994
53
2,332
7,715
35,400
6,199
56
1,694
4,561
24,809
7,312
0
1,977
5,335
21,769
3,114
0
861
2,253
28,962
5,703
0
1,390
4,313
28,501
5,644
0
1,008
4,636
2
OPERATIONS AND FINANCE REPORTGoldplat PLC / Annual Report and Accounts 2022Before the 2020 financial period, the cashflow generated was
invested in sustaining and growing our mining portfolio in
Africa, which we have exited during the prior year. Since then,
the Group has been focussed on building the customer base in
its recovery operations, increasing its contracted supply of raw
material for CIL circuits in South Africa, building up its reserves
and restructuring and positioning the Group to optimize the
returns to shareholders.
During the period we progressed on all of these fronts, with
the share buy-back of minority shareholders in GPL completed,
increasing GPL low grade material supply from 2 years to more
than 7 years through our relationship with DRD Gold Limited
("DRD Gold"), and securing supply from new customers.
The Group has also progressed on its other strategic initiatives,
specifically, receiving a license to construct a new tailings facility,
furthering discussions with DRD Gold for the processing of current
tailings facility at one of its operations and continuing to invest into
potential growth areas, specifically through research and analysis
of other raw materials for processing and Platinum Group Metals
(‘PGM’), and extending its geographical reach in South America.
Management's key focus in the recovery operations remains to
increase visibility of earnings through growing its customer base
and contracted supply of raw material on site.
The CIL circuit currently contributes between 20% to 30% of
the South African operation´s production. The nature of the
materials to be removed from DRD Gold will be variable in
terms of the gold grade contained and the recoverability of the
gold contained through our circuits. The analysis and processing
of these materials to date has indicated that it will be viable to
remove and process at current cost and price parameters.
This increases the availability of material for this circuit to more
than 7 years and will form a good base for the business going
forward.
Condition and reprocessing of the tailings' storage facility
("TSF")
The Department of Water and Sanitation of the Republic
of South Africa has authorised the water use by GPL which
includes the extraction and use of water in its recovery
processes and the impact of its disposal of tailings on a new TSF,
according to the conditions set out in the license, which is valid
for 12 years.
The new TSF, which is adjacent to the current TSF, is expected to
be constructed and completed by end of June 2023 at a further
cost of GBP600,000. The new TSF is expected to have sufficient
capacity to store the tailings we will produce in our current
operations for the next seven years.
Goldplat Recovery (Pty) Limited – South Africa – (‘GPL’)
Revenues increased by 22.1% to GBP21.52 million (2021 –
GBP17.62 million), in part due to the increase in gold produced
and sold and in part due to the increase in the average gold
price in South African Rand (‘ZAR’). The profits from operating
activities as a result increased by 48.1% to GBP4.77 million
(2021 - GBP3.22 million).
The new TSF will also allow us to divert all deposition from the
current facility, which will provide us with the ability to use the
current facility to recover the JORC resource through DRD Gold.
To enable us to process the current TSF through a DRD Gold
facility, we will require approval to install a pipeline to this DRD
Gold processing facility and will need to finalise commercial
agreements with the third-party.
By-products (carbon, woodchips, mill liners and other by-
products)
Consolidation continues in the South African gold industry;
mines are closing or are becoming more efficient in their
processing, resulting in reduced volumes and grade of
by-products received. GPL has retained all contracts during the
period; however the risk of supply reduction remains due to the
short-term nature of contracts. The focus remains on improving
the service provided to the mines, with the aim of increasing the
term of the contracts.
Low grade materials
The low-grade material processed through GPL’s carbon-in-leach
circuits (‘CIL’) is surface material that has been contaminated by
more than 100 years of gold mining in South Africa. The gold
grade in this material is between 1 to 3 grams a ton (average
2 grams per ton).
With improved mining and processing methods and focus
on the environment, significant tonnages of these types of
materials are not being generated, and what is being generated,
is processed through the mines’ own plants before closure. As
a result, the quantities of such materials available to GPL will
reduce. As a result, and subsequent to year end, GPL agreed
with DRD Gold to remove low-grade carbon contaminated
soils from their premises, on a cost per ton basis, which should
provide circa 5 years of additional feed for our larger CIL circuit.
DRD Gold is assisting GPL to get approval for the construction of
a pipeline to one of its plants. The pipeline will provide GPL with
the ability to process the existing TSF at a DRD Gold processing
facility. The negotiation of the terms and conditions of
processing our existing TSF at a DRD Gold processing facility still
needs to be finalised. The approval of the pipeline by authorities
is taking longer than originally expected, but we believe this will
be received, at the latest, by June 2023.
During the period we incurred GBP223,000 on application for
the new TSF and maintenance of the current TSF.
GPL continues to make changes to its circuit to increase its
ability to extract value from the lower grade materials. During
the year under review, we installed and completed the following
improvements in the plant:
• We constructed a new flotation plant at cost of GBP267,000
which provide us flexibility in terms of recovery of PGM's from
various types of contaminated material as well as improving
gold recoveries on other material;
• We incurred GBP58,000 on installation of a gravity
concentrator circuit at our largest Milling and Carbon in Leach
(CIL) circuit. This has increased production by 5% to 10% in
this circuit, depending on the material that is being processed,
but has resulted in more cash being locked up, as it takes 6
months to turn this material into cash.
3
Goldplat PLC / Annual Report and Accounts 2022Chairman's StatementOperations and Finance ReportThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsOperations and Finance Report Continued
Gold Recovery Ghana Limited – Ghana - (‘GRG’)
Discontinued operations
GRG focusses on the processing and recovery of gold from
mine by-products and serves the industry in Ghana, West Africa,
South America and other parts of Africa. The sourcing efforts in
West Africa and further afield continued to benefit the Group
through increased supply of material from our current suppliers.
The increase in feed material and the depreciation of the cedi
against the USD (by 20%) resulted in revenues increasing during
the period from GBP17,778,000 to GBP21,703,000. As a result,
GRG increased its profitability, posting an operating profit
before finance cost of GBP4,297,000 (2021 - GBP2,574,000).
However, as a result of the depreciation of the GHS against the
USD, GRG incurred foreign exchange losses during the period of
GBP897,000 (2021 - GBP75 403).
Notwithstanding the continued improved performance in GRG,
and the growth potential of the West African market, GRG
remains dependent on getting approval for export of material
from neighbouring countries and GRG will remain subject to
sourcing risk.
Due to the length of time it takes to extract value from material
(120 to 210 days), from when material leaves the mines to when
gold is recovered and subsequently sold, GRG obtains financing
to settle payment to the mines earlier. The working capital
finance cost for the period for GRG increased to GBP311,000
(2021 - GBP148,000) due to increases in sales and also the
depreciation of the GHS against the USD.
Major investments made in Ghana in prior years have
positioned GRG well to service its customers. The following
initiatives will continue to manage and reduce the risk related to
the procurement of sufficient materials for Ghana:
• Expanding the successes achieved in Mali to other mines in
Mali, Ivory Coast and Burkina Faso. Some of these efforts
have been delayed due to the Covid-19 travel restrictions.
In Burkina Faso, the case relating to the export of fine carbon
material is still pending and partly delaying any further export
of material. Our engagement with mine management and
government officials on different levels has continued, with
the aim of increasing our footprint to ensure regular supply.
Specific progress in this regard has been made during the
quarter in Cote d’Ivoire.
• To support the sourcing and export of material to GRG,
subsidiaries have been incorporated in Peru and Brazil during
the period, and we have decided to establish a site in Brazil,
although we have incurred or committed no expenditure so
far on those subsidiaries. This should assist us in increasing
our presence and service delivery in South America and
specifically allow us to source and process lower grade
material, which is not feasible to transport to our other
facilities.
• To reduce the risk at the Ghana operation, we continue
to evaluate our options for processing of artisanal tailings
material, including the possibility of finding a partner in
country, whilst continuing to seek permission from the
Minerals Commission to restart in some form the processing
and/or tolling of tailings material.
Kilimapesa Gold (Pty) Limited – Kenya (‘KPG’)
The sale of KPG was completed in the prior year, during
April 2021 to Mayflower Gold Investments Limited (‘Mayflower’).
The initial consideration receivable by Gold Mineral Resources
Ltd ("GMR"), Goldplat's subsidiary, was in the form of a secured
debenture of USD1,500,000, to be satisfied by cash and/or the
issue of shares to that value in Papillon Holdings plc (‘Papillon’)
payable on Papillon's re-admission to trading on the LSE
following completion of the RTO, with 30% (USD450,000) of
the initial consideration payable in cash. On 31 August 2021,
Papillon Holdings plc, renamed as Caracal Gold plc ("Caracal"),
had its ordinary shares commence trading on the Main Market
for listed securities of the London Stock Exchange plc ('LSE')
under the ticker GCAT with a contemporaneous dual listing
on the Frankfurt Stock Exchange, which followed the
completion of the reverse takeover of Mayflower. GMR received
103,835,953 shares (which represented 7.17% of its issued share
capital) in Caracal on 31 August 2021, which represented 70%
of the initial consideration of the sale of KPG to Mayflower. On
3 November 2021, the Company agreed with Caracal to take up
the remainder of the initial share consideration on the sale of
Kilimapesa at the initial listing price of Caracal and as a result,
received a further 32 878 000 shares in lieu of a cash payment
of US$450,000, increasing the Group’s shareholding in Caracal to
9.2% at the time.
During the period the Company sold 32 878 000 shares for
£310,778.29 and retained 103,835,953 shares (interest of 5.53%)
in Caracal. Subsequent to the year-end the Company sold all its
shares in Caracal for a total consideration of GBP681,000.
GMR is entitled to receive a further 1% net smelter royalty on all
production from Kilimapesa up to a maximum of $1,500,000, on
any future production from Kilimapesa.
During the period the Company has written-off balances
outstanding from Kilimapesa to the value of GBP241,000,
that related to a balance that was owing to the Group from
Kilimapesa before the conclusion of the transaction.
Anumso Gold Project – Ghana (‘AG’)
The gold mining license under the Anumso Gold (‘AG’) project
expired during March 2021 and was not renewed as was the
intention of the Company and the joint venture partner, Desert
Gold Ventures Inc. The investment in AG was disclosed as a
discontinued operation during the prior year. During the period
we have been informed that mineral right fees since 2013 are
outstanding, which is being disputed. None of the joint venture
partners intend to capitalise the AG project to settle the claim
and current AG liabilities exceed its assets by the minerals right
fees outstanding. The Company's share of outstanding minerals
right fees is GBP369,000 and this has been included under loss
from discontinued operations in the prior year.
Financial review
The major functional currencies for the Group subsidiaries
are South African Rand (ZAR) and Ghana Cedi (GHS) whilst the
presentation currency of the group is Pounds Sterling (GBP).
The average exchange rates for the year are used to convert the
4
OPERATIONS AND FINANCE REPORTGoldplat PLC / Annual Report and Accounts 2022Statement of Profit or Loss and Other Comprehensive Income for each subsidiary to Sterling. As set out in the table below, there it
can be seen that the average ZAR strengthened and GHS weakened against the Pound Sterling, by 2.27% and 12.76% respectively. The
exchange rates as at end of the period are used to convert the balance in the statement of Financial Position. As set out in the table
below, the ZAR closing rate was similar to the previous period, whilst the GHS depreciated by 20%, which resulted in the GBP490,000
loss on exchange differences on translation during the period.
South African Rand (ZAR)
Ghanaian Cedi (GHS)
South African Rand (ZAR)
Ghanaian Cedi (GHS)
Average
Average
As at 30 June 2022
As at 30 June 2022
2022
GBP
20.26
8.84
19.80
9.78
2021
GBP
Variance
%
20.73
7.84
19.80
8.15
2.27%
-12.76%
0.00%
-20.00%
Apart from the gold price, the Group’s performance is impacted by the fluctuation of its functional currencies against the USD in
which a majority of its sales are recognised. The average exchange rates for the year used in the conversion of operating currencies
against the USD during the period under review are set out in the table below
South African Rand (ZAR)
Ghanaian Cedi (GHS)
Personnel
2022
USD
15.23
6.66
2021
USD
15.42
5.82
Variance
%
1.23%
-14.43%
The Personnel expenses increased by 6.3% to GBP4,674,000 (2021 - GBP4,396,000) during the period, resulting from salary increases
as well as increase of production personnel in South Africa from 292 to 325 as a result of temporary employees employed on the
construction and maintenance of the tailings facility.
The net finance loss
The net finance loss for the period can be broken down into the following:
Interest component
Interest receivable
Interest payable on lease liabilities
Interest payable on borrowings
Interest on pre-financing of sales
Interest on bank overdraft
Intercompany foreign exchange (expense)
Operating foreign exchange losses
Net finance costs
2022
GBP‘000
2021
GBP‘000
–
(20)
(184)
(449)
(3)
(157)
(1,071)
(1,884)
–
(21)
(110)
(219)
(16)
(513)
(30)
(909)
Net finance costs increased to GBP1,884,000 (2021 - GBP909,000) during the period as a result of:
Increase in foreign exchange losses in operations of GBP1,071,000 specifically due to the continuous depreciation of the GHS against
the USD during the period. As we pre-finance a portion of our sales to the smelters, the exchange rate on the day we received most of
our funds was lower than the exchange rate on the day we recognise the sale in our records.
The ZAR:USD exchange rate did not move materially during the period, resulting in the intercompany loans to the holding companies
from GPL, not experiencing the same foreign exchange impact as in the prior year, and as a result the foreign exchange loss related
to the ZAR-USD exchange rate fell from GBP398,000 to GBP115,000 during the period. The Group has started to reduce intercompany
loan balances during the period to reduce the impact of the significant fluctuation between reporting currencies and the currencies in
which loans are denominated and will continue to reduce the balance during the next period.
As a result of an increase of turnover during the period in GRG and more gravity concentrates exported out of South Africa as a
result of the installation of further gravity concentrator units, the interest on pre-financing of sales increased from GBP219,000 to
GBP449,000.
The interest payable on borrowings increased during the period as a result of the buy-back of the minority share in GPL at the
beginning of the period. The interest payable on borrowings in the previous period related to finance on group level to support
working capital, specifically in GRG.
5
Goldplat PLC / Annual Report and Accounts 2022Chairman's StatementOperations and Finance ReportThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsTaxation
Right-of-use asset
During the period the income tax expense more than doubled,
on increase of profits before tax of 60%. This has resulted in an
increase of the effective tax rate from 24.7% to 30.2%, which
was driven by the following
• Increase in taxation rate of 1.94% for GPL, to 25.43%, due to
increased profits resulting in higher taxation rate based on
mining tax formula applied in South Africa;
• Increase in GPL profits before taxation almost doubled from
GBP2,358,000 to GBP4,648,000;
• GPL contributed 80% of the pre taxation profits during the
current period, versus 65% the previous year.
GRG is registered as a Free Zone company in Ghana and is taxed
at 15% (2021 : 15%) during the current period.
During the period dividend from GPL to the company incurred
a withholding dividend taxation charge of 5%. The withholding
dividend tax for the period was GBP71,000 (2021 – GBP80,000).
Other comprehensive income
During the period the Group experienced a loss in foreign
exchange translation reserve of GBP912,000 and was made up
by mainly of:
• Foreign exchange translation loss in GRG of GBP532,000 as a
result of devaluation of the GHS during the period against the
GBP by 20%;
• An additional GBP390,000 share of foreign exchange
translation losses relating to GPL were transferred to the
Company as a result of the share repurchases and issues
made in GPL during the period;
• The closing exchange rate between the ZAR and GBP did
not fluctuate significantly during the period, resulting in a
minimal foreign translation impact on the conversion of
GPL’s statement in financial position.
Property, plant & equipment
During the period we spent GBP850,000 on the acquisition
and construction of plant and equipment, mainly at GPL in
South Africa.
Apart from investment into a new flotation plant of GBP267,000,
a gravity concentrator circuit of GBP58,000 and construction
of a new tailings facility GBP223,000, as mentioned above, the
remaining GBP175,000 capital incurred in GPL, was spent on
water reticulation structures, upgrading CIL structures and other
general construction.
We incurred GBP129,000 in GRG, mainly relating to upgrades on
our rotary spiral circuits.
Intangible Assets
The intangible assets relate to the goodwill in the investment
held in GMR and GPL. The balance has been assessed for
impairment by establishing the recoverable amount through a
value-in-use calculation, the detail of which has been disclosed
in note 5.
The right-of-use assets increased during the period by
GBP2,000. The reason for the increase is due to assets with a
value of GBP166,000 that were settled during the period, being
transferred to Property, plant and equipment, as they are now
owned by GPL.
GPL acquired heavy-duty vehicles and forklifts on finance leases
for GBP233,000 and GRG acquired a forklifts on short-term
finance lease for GBP66,000.
The remainder of the changes relate to amortisation for the
year and foreign exchange movements as indicated in note 19.
Loan receivable
The loan receivable related to a balance that was receivable
from the South African minority shareholders on the acquisition
of shares (in GPL) and was denominated in ZAR. The balance
of GBP636,000 was settled during the period as part of the
repurchase of the minority's share (in GPL).
As part of the repurchase of the minority's share, shares were
also issued to a new minority in South Africa, Aurelian, a portion
of which is payable from dividend proceeds. The balance
outstanding is GBP708,000.
Inventories
The increase of GBP3,615,000 in the inventory balance, relates
mainly to an increase of GBP3,895,000 in inventory at GRG.
Precious Metals on hand
and in process
Raw Materials
Consumable Stores
2022
GBP’000
2021
GBP’000
8,186
2,730
1,132
12,048
4,303
3,424
706
8,433
The increase in GRG inventory relates mainly to an increase in
precious metals on hand and in process of GBP3,883,000 driven
by an increase in the supply and grade of material received
from customers during the last quarter, not yet delivered to the
smelters.
The raw material stock is only held in South Africa, and relates to
the low-grade material processed through our Carbon-In-Leach
(‘CIL’) circuits. During the period we’ve processed some of the
high grade, higher cost material and also reduced our stock
holding on site by 13%. With the agreement reached with
DRD Gold, by which we can remove and process materials on
DRD Gold premises, we have not just increased the availability
of raw material for processing, but also put GPL in a position to
operate on lower levels of raw materials at our premises.
The increase in consumable stores was as a result of higher
stock levels of production chemicals at period end.
Trade and other receivables
The Group's trade and other receivables fluctuates based on
grade and volume of batches and material processed during
different periods of the year in the two operating entities.
6
OPERATIONS AND FINANCE REPORTGoldplat PLC / Annual Report and Accounts 2022Operations and Finance Report ContinuedApart from the gold bullion produced in South Africa, on which
payment is received within 14 days, for the remainder of the
concentrates we produce, the payment terms on average are
between 4 to 5 months.
During the period, the trade and other receivables decreased by
GBP3,101,000, mainly due to the reduction in trade receivables
in GRG by GBP4,085,582. During the previous financial
period, high grade batches were delivered during the 3rd and
4th quarter, resulting in high value material at smelters during
the end of previous period.
In GPR, the trade and other receivables increased by
GBP2,505,483 during the period, due to larger volumes of
material delivered to the smelters closer to the end of the
financial period.
Provisions
In terms of section 54 of the regulations of the Minerals
Resource and Petroleum Act of 2002, in South Africa, a Quantum
of Financial Provisioning is required for activities performed
under mining lease. The Quantum was reassessed during the
current period and increased by GBP24,000.
Deferred tax liabilities
The deferred tax liabilities increased during the period from
GBP792,000 to GBP1,013,000 as a result of GBP850,000 and
GBP299,000 capital expenditure incurred on property, plant
and equipment and right of use assets respectively. The capital
expenses were amortized in full for tax purposes, although
limited depreciation was levied during the period.
Interest bearing borrowings
During the period , GPL entered into a ZAR denominated bank
facility of ZAR 60 million (approximately GBP3.02 million) with
Nedbank, to finance the repurchase of shares from minorities
in South Africa. The full ZAR60 million was drawn during the
first half of the year and the principal on the bank facility is
repayable monthly over 36 months. The interest payable on the
facility is the South African Prime Rate plus 1.75%.
GPL provided security over its debtors as well as a negative
pledge over its moveable and any immovable property, with a
general notarial bond registered over all movable assets. The
Group entered into a limited suretyship for ZAR 60 million,
in favour of Nedbank.
The balance outstanding on the reporting date was
GBP2,395,000 of which GBP978,000 is repayable in the next
12 months.
As a condition to the Nedbank facility, the Group settled the
balance outstanding of GBP33,000 on another USD2,000,000
revolving facility and cancelled the facility and relating securities.
Refer to note 18 for further disclosure.
Trade and other payables
The decrease in trade and other payables of GBP474,000, was
mainly driven by the grade and volumes of material purchased
and processed during the last quarter.
In general, we pay our suppliers before we recover the value
from material processed and delivered to smelters or refiners.
Suppliers are either paid in full or a percentage of the balance
is paid until we get our final results from refiners or smelters.
We receive external funding for material delivered to smelters
to finance this gap between receipts and payments. During the
period the balance funded remained relatively unchanged at
GBP6,605,000 (2021 - GBP6,910,485)
Outlook
As per the outlook of the previous financial period, the focus
during the period has been, and will continue to be on:
• investing into research and development to identify different
processing methods and equipment to maximize value from
resources available;
• expanding our environmental services delivery to industry;
• identifying opportunities for growth in the recovery
operations by investing into other locations and into
additional equipment in our current operation, as well as
enhancing operational efficiencies. This should enable the
processing of lower grade material at current operations and
at different locations closer to the source; and
• further to the above, we will continue to leverage on industry
relationships to increase long-term visibility so that we can
increase our resources and available materials for processing.
The recovery operations have nearly always been cashflow
generative and during the period we have utilized some of
this cashflow to increase the Company’s shareholding in
GPL (effectively the share of the Group's investments) and
purchasing shares from shareholders. The Company will
remain focused on sharing future cashflows with shareholders,
specifically distributing cash surplus (above Group’s operational
requirements and growth plans) to shareholders.
During the 2023 financial period the South African operations
will need to complete its investment into a new tailings facility
at cost of GBP600,000 and we expect to finance this from
operational cash flow. The focus for Ghana remains on sourcing
material from West Africa, South America and the other regions,
whilst re- positioning GRG to process lower grade material
sourced from within Ghana. In line with this, the Group intends
to establish a site in Brazil to enable it to source and process
lower grade material in South America.
The South African operations will continue to serve the South
African gold industry and will focus on sustaining profitability
from old mining clean-ups and as part of its diversification
strategy has invested GBP267,000 of capital into processing
PGM's during the period.
We are working with DRD Gold to find the most economical
methods to reprocess TSF (which has a JORC Compliant
Resource of 81,959 ounces) and receiving environmental
approval for a pipeline which will be required to transport
material to a facility for processing.
Goldplat recognises the cyclical nature of the recovery
operations as well as the risks inherent in relying on short-
term contracts for the supply of materials for processing,
particularly in South Africa where the gold industry is in slow
longer term decline. These risks can be mitigated by improving
7
Goldplat PLC / Annual Report and Accounts 2022Chairman's StatementOperations and Finance ReportThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial Statementsour operational capacities and efficiencies to enable us to treat
a wider range of lower grade materials and leveraging on our
strategic partnerships in industry to increase security of supply.
We will continue to seek materials in wider geographic areas. We
shall also keep looking beyond our current recovery operations
for further opportunities to apply our skillsets and resources.
Conclusion
The last few years involved a lot of changes in Goldplat’s
business as we have set out to increase sustainability and
growth of our recovery operations, I would like to compliment
Goldplat’s employees, its advisors, my fellow directors and
the Company’s shareholders not just for their efforts and
support, but for how they have embraced the changes and
remained focused on the opportunities they bring. This year
we have seen the benefit of the these changes and the board
is looking forward to building on this year’s successes, creating
opportunities from the ever changing environment and
returning value to shareholders.
Werner Klingenberg
Chief Executive Officer
17 February 2023
8
OPERATIONS AND FINANCE REPORTGoldplat PLC / Annual Report and Accounts 2022Operations and Finance Report ContinuedThe Board
WERNER KLINGENBERG
Chief Executive Officer (Appointed 2017)
Werner joined Goldplat in 2015 as Group Financial Manager.
Within this role he was integral in managing Goldplat’s
financial and operational affairs. With his knowledge and
understanding of the Group’s operations, he was appointed to
the role of Group Finance Director in 2017. Following a period
as interim CEO, he was appointed to the role of Group CEO
on a permanent basis in September 2019. Werner qualified
as a Chartered Accountant with Deloitte in South Africa and
has accrued significant commercial experience, both within
Southern Africa and at a wider international level, initially
working within the telecommunications and retail industries.
His extensive knowledge spans audit and financial management
and systems.
SANGO NTSALUBA
Non-Executive Director (Appointed 2017)
Sango is the Chief Executive Officer and founder of Aurelian
Capital (Pty) Limited, an investment company which holds a
9.37 per cent interest in Goldplat Recovery (Pty) Limited. He has
built an illustrious career within South Africa, spanning 30 years.
This includes successfully co-founding what is now known as
SNG-Grant Thornton, one of South Africa’s Big5 auditing and
accounting firms. Alongside a distinguished auditing career,
Sango has extensive corporate experience in areas that include
logistics, and the automotive industry. He currently serves as
an independent board of Barloworld Limited, a leading global
industrial company listed on the Johannesburg Stock Exchange
(JSE) with responsibility for chairing the group’s audit committee.
He also serves on the boards of Kumba Iron Ore Limited,
Pioneer Foods Group Limited, a producer and distributor of a
range of branded food and beverage products.
GERARD KISBEY-GREEN
Independent Non-Executive Director (Appointed 2020)
Gerard has built an expansive career in the mining and related
financial industry, spanning over 30 years. After graduating as
a Mining Engineer in South Africa in 1987, he gained extensive
experience working in various management positions for a
number of the larger South African mining companies, including
Rand Mines Group and the gold division of Anglo American
Corporation. During this time, he worked on gold, platinum
and coal mines primarily in South Africa and also in Germany
and Australia. Gerard subsequently spent 17 years in the
financial markets, including five years as a mining equity analyst
and 12 years in mining corporate finance. He has worked in
South Africa and the UK for banks including JP Morgan Chase,
Investec and Standard Bank. Gerard has extensive experience
in IPOs, capital raisings, M&A transactions and deals covering
a great diversity of commodities and geographic locations.
He also has experience in Nominated Adviser, broker and
advisory roles. He has worked extensively in Africa, particularly
South Africa, Western and Eastern Europe, the Middle East,
Far East, Central Asia and North America. After returning to
South Africa as a Managing Director with Standard Bank in
2009, Gerard left the banking industry and joined Peterstow
Aquapower, a mining technology development company,
as CEO in 2011, before accepting a position in 2012 with
Aurigin Resources Inc., a privately-owned Toronto-based
gold exploration company with assets in Ethiopia and
Tanzania, as President and CEO. Gerard joined Goldplat plc
as a Non-executive Director in 2014 and took over the role of
Chief Executive Officer in 2015 a position a resigned from during
2019. He joined Goldplat Plc again as a Non-Executive Director
in May 2020.
MARTIN OOI
Non-Executive Director (Appointed in 2021)
A qualified medical doctor, Martin is an experienced
entrepreneur and investor. He is the founder and Managing
Director of the Serkona Group of private limited companies
based in Australia with interests in multiple medical centres,
commercial properties, and other unlisted assets. As a director
of Goldplat PLC, his focus is on capital allocation decisions and
maximising of the per-share intrinsic value of the company.
Martin holds and previously held directorships in the last five
years in Daws Road Medical (Pty) Ltd, Ooi and Family Custodian
(Pty) Ltd, Ooi and Khoo Family One (Pty) Ltd, Ooi and Khoo
Family Pty Ltd, Ooi Family Investments Pty Ltd, Prema House
Medical Centre Management Group Pty Ltd, Prema House
Properties Pty Ltd, Serkona Investments One Pty Ltd, Serkona
Investments Pty Ltd, Serkona Medical One Pty Ltd, Serkona
Medical Pty Ltd, and Serkona Properties Pty Ltd.
He is a member of the remuneration committee which looks at
market norms regarding directors and executive remuneration
for recommendation to the board.
GERARD KEMP
Independent Chairman (Appointed 2022)
Before founding M Squared Resources (Pty) Limited, Gerard
Kemp held various positions in investment banking and the
mining industry, including the CEO of Kaouat Iron Limited and
the Head of the Pamodzi Resources Investment Fund, where
he founded Rand Uranium (Pty) Limited. He also served as
director of business development at Rand Merchant Bank,
where he spearheaded a number of South Africa's largest Black
Economic Empowerment transactions. He also served as head
of investment banking at BoE Merchant Bank and as head of
equities research at BoE Securities where he was twice rated
South Africa's top gold analyst. Gerard Kemp spent 22 years in
Anglo American's Gold Division, as a surveyor and as a mineral
economist.
9
Goldplat PLC / Annual Report and Accounts 2022Chairman's StatementOperations and Finance ReportThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsDirectors' Report
The Directors present their report together with the audited
financial statements of the Group for the year ended 30 June
2022 and the operations report.
A review of the business and risks (including those relating
to financial instruments) and uncertainties is included in the
Strategic Report.
Results
The Group reports a pre-tax profit from continued operations
of £5,831,000 (2021 - £3,652,000) and an after-tax profit of
£3,963,000 (2021 - £2,749,000).
Major events after the reporting date
There were no major events that occurred after the reporting
date.
Dividends
No dividend is proposed in respect of the year ended 30 June
2022 (2021 - £nil per share).
Share buy-back
Following the changes in the business’s strategy to focus on
the recovery operations, the intention of the Board, after
considering capital requirements of the business to optimise
long-term shareholder returns, is to distribute free cash flow
generated from these operations back to shareholders. With
this intention to distribute returns to shareholders, the Board
considered a decision to return value to shareholders either
through dividends or a share buy-back.
Informed by the firm belief that the Company’s shares were trading
at a significant discount to the Company’s intrinsic value per share
especially given the Company’s strong trading results, the Board
took a decision to repurchase some of the company’s shares to
enhance its net asset value, earnings and dividends per share.
The Company set up conditions for the program to ensure that
its execution did not result in it violating the applicable market
abuse regulations.
The initial intention was to purchase shares to the value of
£200,000 but following the successful execution of the initial
share buy-back program, a further repurchase of shares to the
value of £200,000 was carried out. The program was concluded,
resulting in the company buying back 5,325,000 shares at a cost
of £400,000 which were subsequently cancelled.
Political donations
There were no political donations during the year (2021 - £Nil).
Corporate governance
Chairman’s Corporate Governance Statement
Goldplat adopted the QCA Corporate Governance Code as
its recognised corporate governance code (pursuant to the
requirements of the AIM rules) and this statement, and other
disclosures throughout these financial statements, are presented
pursuant to that Code. The application to Goldplat’s corporate
governance of the ten principles of the QCA Code are further set
out on Goldplat’s website, www.goldplat.com, under Corporate
Governance, as envisaged in the QCA Code.
10
It is the Chairman’s responsibility to establish and monitor
effective corporate governance. Each member of the Board
believes in the value and importance of good governance
practices in promoting the longer term development of the
group. The Board considers that it does not depart from any of
the principles of the QCA Code and recognises that monitoring
and developing its governance structure is a continuous process.
We actively take account of the views of our shareholders and
professional advisers in considering our practices.
Risk management
The Company’s business model is set out in this Annual Report in
the Operational and Financial Review, whilst the Strategic Report
sets out the strategy and the principal risks and uncertainties,
together with the steps taken to promote the success of the
Company for the benefit of members as a whole.
On a regular basis, at least quarterly, the Board reviews progress
both in terms of delivery of key strategic initiatives and the
financial performance of the operating entities. In this, the Board
actively seeks to identify and mitigate risks to the Group and its
businesses.
Set out in the Annual Report under The Board are biographies
of each director including their experience relevant to them
responsibilities at Goldplat, whether they are considered to
be independent and their length of service as directors of the
Company, and set out in the Directors Report is the number of
meetings of the Board and the attendance record. Additionally,
the activities of the board committees are reviewed below.
Each director is expected to keep their skillsets up-to-date and
relevant to Goldplat through continual development, both within
Goldplat and from other business interests, as well as through
membership of relevant professional bodies.
No external assessment of board performance was undertaken
during the year, however, the views of shareholders are taken
into account. On 13 October 2021 Martin Ooi was appointed as
a non-executive director. Martin Ooi has 28.85% shareholding in
the company.
The Board has established an audit committee and a
remuneration committee with formally delegated duties and
responsibilities:
• Audit Committee Report
The Audit Committee membership is Messrs. Gerard Kemp and
Sango Ntsaluba. Gerard is an investment banker and Sango is a
Chartered Accountant (SA). The committee’s terms of reference
are available on the website. The Audit Committee met twice
during the year to 30 June 2022 to discuss planning of the annual
audit and matters arising from the audit. Representatives of the
auditors were in attendance.
The Audit Committee reports verbally to the full board ahead
of the Board approving the accounts for the year in relation to
matters arising from the audit which have been raised by the
auditors. The audit committee did not undertake a separate
review of risk identification and risk management across the
group as these matters (including the separation of executive
responsibilities) are considered by the whole board on a regular
basis, at least quarterly.
DIRECTORS' REPORTGoldplat PLC / Annual Report and Accounts 2022The Group’s auditors, BDO LLP, were appointed in 2019 and
provide no other services to the Group. The two principal
operating entities are separately audited by local firms and their
work is subject to review by the Group auditor under guidelines
of International Standards on Auditing (UK) (ISAs (UK)) and
applicable law.
The two Audit Committee meetings held during the period were
attended by both members.
• Remuneration Committee Report
The Remuneration Committee members are Gerard Kemp,
Chairman and Martin Ooi. The committee’s terms of reference
are available on the website. The committee met twice during
the year. The Committee’s recommendations are reported to
the full board, but it does not prepare a written report. Any
recommendations are subject to approval by the whole board.
In October 2021, following a review of the CEO's remuneration
arrangements, the Remuneration Committee recommended
that the CEO be awarded an option to acquire one million
shares at market value on terms reflecting previous awards
to executive directors, such award to take effect when the
company was not in a Close Period. The recommendation was
adopted by the board in October 2021, but only awarded on
11 January 2022. Goldplat seeks to retain and incentivise an
effective executive management team capable of delivering on
the Group’s operational requirements as well as its strategic
goals. To this end, it is the Group’s policy to have clear and simple
remuneration structure, in line with many companies on the
AIM market of a comparable size. Under this, executive directors
receive base salaries and may, on a discretionary basis, receive
performance related pay as approved by the non-executive
directors.
Additionally, as a longer term incentive, seeking to align the
interests of executive directors over the medium term with those
of shareholders, on a discretionary basis, executive directors
may be granted options to acquire ordinary shares in the
Company. It is the Company’s practice that option awards are
made at market price at the time of award and vest and become
exercisable over a period (usually three years) sufficient to ensure
a balance between incentive for the executive and outcome for
shareholders.
The executives’ salaries take into account the individual’s
responsibilities within the Group and their professional and
technical qualifications, in the context of where the group
operates.
The Group’s parent is traded on a public market in the UK and
the executive directors’ remuneration is referenced to their
responsibilities as directors of a UK incorporated company traded
on a public market in the UK. The Group has no operations
or employees in the UK. The Group’s operating entities are in
South Africa and Ghana, with each having significantly different
remuneration references than the UK, where it employs over
three hundred locally based employees. In this context, a
comparison of the total pay of the highest paid director to the
average pay of all company employees is not considered to be
meaningful as an assessment of the pay of the highest paid
director. Executive director’s employment contracts provide for
six months’ notice of termination on either side.
Existing options
Entitlements are set out in note 30 of the Report and Accounts.
Director’s performance
Board
The responsibilities of the Chairman include the following:
• providing leadership to the Board, ensuring its effectiveness
in all aspects of its role and setting its agenda;
• ensuring that adequate time is available for discussion of all
agenda items;
• ensuring that the Directors receive accurate, timely and clear
information;
• ensuring effective communication with shareholders;
• promoting a culture of openness and debate by facilitating
the effective contribution of the Board of Non-Executive
directors in particular; and
• ensuring constructive relationships between the Executive
and Non- Executive Directors.
The Company provides independent professional and legal
advice to all Directors where necessary, to ensure they are
able to discharge their duties. In addition, all Board members
have access to the services of the Company Secretary, who is
responsible for ensuring all Board procedures are complied
with.
All executive directors are appointed on a full-time basis and are
actively involved in the running of the business. Non-executive
directors are required to attend a board meetings quarterly, as
a minimum and have made themselves available to support the
executive directors. Nigel Wyatt stepped down as a director at
the time Company’s AGM in December 2021.
Directors' Performance
The Board’s performance is measured principally by the
financial results and by the operations’ performance regarding
environmental, health and safety and other regulatory
requirements and takes into account feedback from
shareholders which is regularly received through shareholder
meetings and correspondence.
The two remuneration committee meetings held during the
period were attended by both members
During the year, nine board meetings were held. Save for one of
these meetings, all the board meetings were attended by all the
board members.
11
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsDirectors' Report Continued
Directors’ interests
The beneficial interests of the Directors holding office on 30 June 2022 in the issued share capital of the Company were as follows:
M S Robinson
M Ooi
S S Ntsaluba
W Klingenberg
G Kisbey-Green
Number of
ordinary
shares
of 1p each
30-Jun-22
Percentage
of issued
share
capital
Number of
ordinary
shares
of 1p each
30-Jun-21
Percentage
of issued
share
capital
400,000
0.24%
400,000
48,403,801
28.85%
48,403,801
425,000
150,000
1,333,334
0.25%
0.09%
0.79%
425,000
150,000
2,666,667
0.24%
28.12%
0.25%
0.09%
1.57%
No other director had a beneficial interest in the share capital of the Company.
Directors’ remuneration and service contracts
Details of directors’ emoluments are disclosed in note 23 to these financial statements.
2022
GBP‘000
M S Robinson
W Klingenberg
G Kisbey-Green
N G Wyatt
S Ntsaluba
M Ooi
Salaries
GBP‘000
Fees
GBP‘000
Other
GBP‘000
Total
GBP‘000
–
181
–
–
–
–
45
–
30
22
30
21
181
148
–
3
–
–
–
–
3
45
184
30
22
30
21
332
Management fees of GBP16,669 (2021: GBP13,000) were paid during the reporting period by GPL to its minority shareholders, in
which SS Ntsaluba has ultimate shareholding.
2021
GBP‘000
M S Robinson
W Klingenberg
I Visagie (not re-elected - December 2020)
J H Van Vreden (Resigned - May 2021)
G Kisbey-Green
N G Wyatt
S Ntsaluba
Directors’ options
Salaries
GBP‘000
Fees
GBP‘000
Share-based
payments
GBP‘000
Total
GBP‘000
–
168
134
114
–
–
–
36
–
–
–
21
25
21
416
103
–
–
–
–
–
–
–
–
36
168
134
114
21
25
21
519
A director of the company exercised his options during the year, which were due to lapse in July 2021 as disclosed in the share
options note 14.
Directors’ indemnities
The Company maintains Directors’ and officers’ liability insurance providing appropriate cover for any legal action brought against its
Directors and/or officers.
12
DIRECTORS' REPORTGoldplat PLC / Annual Report and Accounts 2022Going concern
The directors assessed that the Group is able to continue in
business for the foreseeable future with neither the intention
nor the necessity of liquidation, ceasing trading or seeking
protection from creditors pursuant to laws or regulations
and thus adopted the going concern basis in preparing these
financial statements.
The assessment of the going concern assumption involves
judgement, at a particular point in time, about the future
outcome of events or conditions which are inherently uncertain.
The judgement made by the directors included the availability of
and the ability to secure material for processing at its plants in
South Africa and Ghana, the impact of loss of key management,
outlook of commodity prices and exchange rates in the short
to medium term and changes to regulatory and licensing
conditions.
During the period the Group maintained all our suppliers
in South Africa and Ghana for by-product material and also
increased our footprint in the South American market. Further
progress has been made in securing additional contracts in
West Africa. With the secured supplier base and more than
5 years of surface sources on site or on contract, management
believes that it will be in a position to operate sustainably for the
foreseeable future.
During the period the Department of Water and Sanitation
of the Republic of South Africa has authorised the water use
by GPL, which includes the abstraction and use of water in its
recovery processes and the impact of its disposal of tailings on
a new tailings' storage facility (“TSF”), according to the conditions
set out in the license, which is valid for 12 years.
The new TSF is expected to have sufficient capacity to store the
tailings we will produce in our current operations for the next
seven years.
A reverse stress test indicated that the business, alongside
certain mitigating actions, which are in fully in control of the
directors, would be capable of withstanding reduction of
Group cashflow to negative GBP400,000 and still maintain it
commitments over the next 24 month period. This is a position
the directors are confident it can maintain during the medium
term.
However, to assess the ability of the Group to continue as a
going concern, management also need to assess GPL ability
to meet all relevant covenants, for the foreseeable future, in
regards with the South African Rand Denominated bank facility
of ZAR60 million.
Per this GPL is most sensitive to changes in its free cashflow and
without assistance from the Group, will need to maintain its free
cashflow at a minimum of 40% of forecasted levels to ensure it
meets relevant free cashflow to debt covers. This is a position
the directors are confident it can maintain during the medium
term.
At the statement of financial position date, GPL still had GBP2.4
million outstanding on the facility and required to pay back
circa GBP96,000 per month. At the reporting date, the balance
outstanding to Nedbank was GBP2m.
The Group also assessed the impact of another Covid-19
pandemic, the war in Ukraine and current high inflationary
environment or something similar might have on the business.
We gained significant experience from the Covid-19 pandemic,
in terms of the potential operation impact, the regulatory
responses in jurisdictions we operate and on our community
and staff. The Group operations was classified as an essential
service provider during the shut-down caused by Covid-19,
which meant that the operations could continue with limited
impact on its operations.
Apart from the indirect impacts of the war in Ukraine had
on prices increases and relating high inflation, the Group
operations are not impacted directly by the unfortunate events
in the Ukraine itself. The price increases has had an impact in
the increases in consumables, chemicals, fuel, electricity and
other costs and we foresee that this will continue in the medium
terms. The factors however has had a limited impact on the
sourcing and cost of the material we procure, as well as the
market we sell the precious metals into, apart from increases in
transport and shipping costs.
In light of current trading and revised forecasts, the Directors
have assessed the possible downturn in operating margin and
free cashflow and the impact of such potential downturns our
ability to operate and the likelihood of such events to incur.
The directors believe that combined likelihood of these events
to occur or level of its impact to be low. The directors believe
there is no material uncertainty in this regard and concluded
that it does not impact the basis of preparation of the financial
statements.
The going concern period reviewed by the directors was the
24 month period to December 2024 as that is reliably how far
the Board can forecast given the sourcing risk involved.
Licencing
The Group’s operations in Ghana and South Africa are
dependent on various licenses and licensing requirements to
carry out its operations. The Group ensure they comply to all
reporting requirements under said licensing conditions and
remain in good standing with authorities governing these
licenses. Currently, Gold Recovery Ghana Limited is awaiting
approval of the renewal of its environmental permit and are in
the process of renewing its minerals license which expires in
February 2023 and management is confident that we will be
successful in both.
During the period under review, the water license for the
South African operations was approved.
Employees
The Directors have a participative management style with
frequent direct contact between junior and senior employees.
A two- way flow of information and feedback is maintained
through formal and informal meetings covering Group
performance.
Financial instruments risk
Details of risks associated with the Group’s financial instruments
are given in Note 32 to the financial statements. The Company
does not utilise any complex financial instruments.
13
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsDirectors' Report Continued
Statement of Directors’ responsibilities
Going concern
The Directors have prepared and reviewed financial forecasts.
After due consideration of these forecasts and current cash
resources, the Directors consider that the Company and
the Group have adequate financial resources to continue in
operational existence for the foreseeable future (being a period
of at least 12 months from the date of this report), and for this
reason the financial statements have been prepared on a going
concern basis
Statement of disclosure to auditor
So far as the Directors are aware:
• there is no relevant audit information of which the Group’s
and Company’s auditor is unaware; and
• all the Directors have taken steps that they ought to have
taken to make themselves aware of any relevant audit
information and to establish that the auditors are aware of
that information.
Auditor
BDO LLP was reappointed as auditors at annual general meeting
on 31 December 2021. BDO LLP has indicated its willingness
to continue in office and a resolution will be proposed at the
annual general meeting to reappoint BDO LLP as auditor for the
next financial year.
On behalf of the board
Werner Klingenberg
Director
17 February 2023
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law
and regulations. Company law requires the Directors to prepare
financial statements for each financial year. Under that law
the Directors have elected to prepare the Company financial
statements in accordance with UK-adopted International
Accounting Standards and applicable law. Under company law
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 Company and of the profit or loss of
the Group for that period.
In preparing these financial statements, the Directors are
required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether they have been prepared in accordance with
UK-adopted International Accounting Standards subject
to any material departures disclosed and explained in the
financial statements; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any
time the financial position of the Company and enable
them to ensure that the financial statements comply with
the requirements of the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the Annual Report
and the financial statements are made available on a website.
Financial statements are published on the Group’s website in
accordance with legislation in the United Kingdom governing
the preparation and dissemination of financial statements,
which may vary from legislation in other jurisdictions. The
maintenance and integrity of the Group’s website is the
responsibility of the Directors. The Directors’ responsibility also
extends to the ongoing integrity of the financial statements
contained therein.
14
DIRECTORS' REPORTGoldplat PLC / Annual Report and Accounts 2022Strategic Report
The directors present their Strategic Report for the year ended
30 June 2022.
The Strategic Report is a statutory requirement under the
Companies Act 2006 (Strategic Report and Directors’ Report)
Regulations 2013 and is intended to provide fair and balanced
information that enables the directors to be satisfied that they
have complied with s172 of the Companies Act 2006 which sets
out the directors’ duty to promote the success of the Company.
Main Objects and Future Development
The Group’s main objective is to recover gold and other precious
metals from by-products discarded by primary producers and
in doing so, to return value to and provide an environmental
solution for the primary producers. Strategically we shall
continue to look beyond our current recovery operations for
further opportunities to apply our skillsets and resources.
The Group’s aim remains to return value to shareholders
through the strengthening of the sustainability of cashflow and
profitability through: growing its customer base in South Africa,
West Africa and further afield; increasing its ability to process
lower grade contaminated material through investing into and
improving processing methods; forming strategic partnerships
in industry; diversifying into processing of PGM contaminated
material; finding a final deposition site for, and optimizing the
processing of, the TSF material; and realising the proceeds from
the sale of KPG.
Principal Activity
The Group’s operating businesses are based in Africa and
comprise of the production of gold and other precious metals,
by processing by-products of the mining industry. The Group
sources material to process not only in the African continent,
but also from gold producing countries outside Africa.
The Group’s primary operating base is situated near Benoni on
the East-Rand gold field in South Africa. As well as producing
gold, silver and platinum group metals from the by-products
of the mining industry, support for the Group's operating
subsidiary in Ghana is provided from Benoni. This business is
91% owned by the Group.
The Group’s Ghana operation based in the Freeport of Tema
continues to develop as a processing hub to service gold
producing clients internationally and fully utilise the advantages
of the low tax rates in the country’s Freezone.
Review of business and financial performance
Information on the operations and financial position including
our analysis of our key performance indicators of the Group
is set out in the Operations and Finance Report, Chairman’s
Statement and the annexed financial statements.
The Board regularly reviews the risks to which the Group
is exposed and ensures through its meetings and regular
reporting that these risks are minimised as far as possible.
Risks and uncertainties
The principal risks and uncertainties facing the Group at this
stage in its development are:
Supplier Risk
Information on the operations and financial position including
our analysis of our key performance indicators of the Group
is set out in the Operations and Finance Report, Chairman’s
Statement and the annexed financial statements. Contracting
with the mining groups and not the mines directly, the number
of suppliers it has contracts with is limited. The number of
suppliers per product type and segment is listed below:
Segment Operations
Product Type
Number of
major Suppliers
South Africa
South Africa
South Africa
West Africa
(including South Africa)
Low-grade
surface sources
Woodchips
By-products
By-products
5
6
5
6
A major supplier is a supplier that supplied a material amount of
raw material to the operations during the last financial period.
The number of major suppliers for the West African Recovery
segment includes clients from South America and other
geographical areas. The loss of one supplier can potentially have
a significant impact on production, turnover and margin of the
business.
The Group aim to mitigate these risks by its flexibility in
the types of material it processes and building of strategic
partnerships in the industry and employing a sourcing team
managing relationship and seeking new clients. The Group
follows the responsible gold guidelines as set-out by the London
Bullion Mark Association (“LBMA”) and its processes is audited
on annual basis, to provide further comfort to its suppliers,
partners and customers.
Purchasing risk
The main business of the Group, the recovery of gold from
by-products of the mining industry, requires such by- products
to be available for purchase by the Group at prices which allow
profitable processing by the Group. As mining companies
become more efficient or close existing operations due to life of
mine, both the volumes of available materials and their precious
metal content may be reduced.
The purchasing risk is magnified by the short terms of contracts
for the supply of material.
The Group aim to mitigate these risks by its flexibility in the
types of material it processes. It has also been in the forefront
of producing “Responsible Gold” which gives it a competitive
advantage over its competitors. This risk is further mitigated
by expanding the Group’s sourcing efforts from African based
producers to producers outside Africa.
Albeit these efforts, the volume and quality of feed material will
differ from month to month resulting in fluctuating margins.
15
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsRisk in regards to variability in mixture of raw
material
Mining companies supply various types of by-products, that
differ in type, quality, grade and volume month to month.
The quantity of precious metals contained in various types of
material and variability in the amount that can be extracted can
result in fluctuations from month to month in margins achieved.
The recovery operations are staffed with management with
adequate knowledge and experience to evaluate raw materials
and plan production to limit the fluctuations. The variety of
products processed and materials received from different
clients partially limits these fluctuations.
Ad-hoc contracts or supply from clients can have significant
impact on quarterly production numbers.
Raw Material and Processing Technical risk
Notwithstanding the completion of metallurgical test-work,
statistical analysis and pilot studies indicating the results from
processing, the actual recovery from material through a plant
might vary from the indicated results and the quantity of
precious metals recovered or the cost to recover might differ
from what was originally indicated.
The recovery operations are staffed with management with
adequate knowledge and experience to evaluate raw material
before procurement of material and to manage the parameters in
the plant to ensure optimum recovery of precious metals during
processing.
Albeit these efforts, the return from various raw material fed into the
plant will differ month to month resulting in fluctuating margins.
Price risk
The gold and precious metals produced by the Group are sold at
world spot prices which may fluctuate substantially and which are
not directly related to the cost of production. The Group mitigate
this risk for by-product material through having contracts where
the value paid to the supplier is linked to the price received for
precious metal concentrates sold. The Group further seeks to
mitigate this risk in part by adjusting the price it pays for future
materials for processing but its margins remain sensitive to the
changes in the gold price, specifically on low grade material where
the cost of processing is a significant part of the cost of production.
The Group sensitivity to fluctuating prices has been further
defined under Market Risk in note 32 of the financial statements.
Environmental risk
Due to the nature of Goldplat Operation and its potential impact
on the Environment it needs to ensure that its day-to-day
operations comply with current regulations, do not adversely
impact on the Environment and what is increasingly expected from
all stakeholders. The Company mitigate the risk through using
external environmental consultants and specialist to monitor and
assess its impact on the environment and design methods to limit
these going forward. The Company is currently embarking on a
process to analyse, quantify and report on our environmental
impact and if and where required with refine our operations, in a
manner which we believe investors will increasingly expect. Please
refer to the directors’ report for further details with regards to this.
16
Security (Theft) Risk
The Company recover high value precious metals with high
liquidity in formal and informal markets. This increases the
risk of financial loss due to theft. The risk is managed through
limiting the time from production and sale of material,
specifically higher-grade, and higher value items. The items are
also secured in higher security areas requiring more than one
person to access. The value of material on site and transported
is also secured with reputable insurance providers.
Financing and Liquidity risk
The Company may need to finance expansion through the
equity and debt markets in futures to obtain finance for project
development. There is no certainty such funds will be available
when needed. This risk is mitigated for Goldplat in so far as
its primary activities are cash generative. To manage the daily
working capital requirements in the Group, we finance material
on route and at smelters for final processing to enable us to
settle suppliers materials earlier.
Outstanding balances on this facility was paid in full subsequent
to year end and this facility has been cancelled.
Political risk
All countries carry political risk that can lead to interruption
of activity. Politically stable countries can have enhanced
environmental and social permitting risks, risks of strikes and
changes to taxation whereas less developed countries can
have in addition, risks associated with changes to the legal
framework, civil unrest and government expropriation of assets.
This risk will be mitigated to some extent by only expanding into
countries that pose a low country risk as perceived at the time.
Partner risk
The Group can be adversely affected if business partners are
unable or unwilling to perform their obligations or fund their
share of future developments. The Group subsidiary, GPL, has a
minority shareholder of 9.37%.
The partner risk is managed through appointing the owner of
the minority shareholder on the GPL board as chairman and
also on the Group’s board. This is helpful to ensure alignment of
the strategical direction between the Group and its partner.
Financial Instruments
Details of risks associated with the Group’s financial instruments
are given in Note 32 to the financial statements. The Company
does not utilise any complex financial instruments.
Internal Controls and Risk Management
The directors are responsible for the Group’s system of internal
financial control. Although no system of internal financial
control can provide absolute assurance against material
misstatement or loss, the Group’s system is designed to provide
reasonable assurance that problems are identified on a timely
basis and dealt with appropriately.
In carrying out their responsibilities the directors have put in
place a framework of controls to ensure as far as possible that
ongoing financial performance is monitored in a timely manner,
that corrective action is taken and that risk is identified as early
STRATEGIC REPORTGoldplat PLC / Annual Report and Accounts 2022Strategic Report Continuedas practically possible, and they have reviewed the effectiveness
of internal financial control.
transport material to our premises for processing has not been
included in our energy consumption and emissions data.
The Board, subject to delegated authority, reviews regulatory
issues, capital investment, property sales and purchases,
additional borrowing facilities, guarantees and insurance
arrangements.
For the emissions intensity ratio we use revenue as a
quantifiable factor, as revenue should reflect the fluctuation we
experience in supply of material, which will also drive increases
or decreases in our energy consumptions and emissions.
Forward Looking Statements
This Annual Report contains certain forward-looking statements
that have been made by the directors in good faith based on
the information available at the time of the approval of the
Annual Report. By their nature, such forward looking statements
involve risks and uncertainties because they relate to events
and depend on circumstances that will or may occur in the
future. Actual results may differ from those expressed in such
statements.
Environmental and Streamlined Energy and
Carbon Reporting
Goldplat is committed to sustainable development and
recognises that the long-term sustainability of our business is
dependent upon responsible stewardship in both the protection
of the environment and the efficient management of the
sourcing, processing, extraction and depositing of by-products
or other contaminated material, and the sustainable use of
resources for the benefit of all our stakeholders.
The responsible and sustainable management of the
environment is part of the core of our business, being the
processing and recovery of gold and PGM’s from mine
waste, slag, fine carbons and other by-products, effectively
rehabilitating environments impacted by historical mining
operations.
However, we are aware that the company can and we do
endeavour to improve our waste minimisation measures
and energy efficiencies, manage and mitigate the impact on
natural ecosystems and ensure effective and appropriate land
rehabilitation in areas we operate.
During the financial year under review, we focussed on building
up a database and establishing a baseline on some of the
reporting purposes, specifically on energy use and greenhouse
gas emissions.
Our operations impact on the environment and its stakeholders
in more was that just our energy consumptions and greenhouse
gas emissions and we will start building a database and
establishing baselines in the year to come, to ensure we can
appropriately monitor this over time, set targets and develop
strategies to reduce the impact of our businesses over time.
Energy Consumption and Greenhouse Gas
Emissions
During the period the energy consumption used at our
operations in South Africa and Ghana, including the fuel
burned in our plant or mobile heavy-duty and other vehicles,
was 19.034GWh, which resulted in emissions in the order of
22,634tCO2e.
The energy consumption and emissions were determined based
on the electricity consumed per metered municipality supply,
and internal fuel usages. The fuel used by external parties to
Measurement
Revenue
GBP’000
Intensity
Ratio
Energy
Consumption
19.034Gwh
43,222
0.43kwh/
GBP of
Revenue
Greenhouse Gas
Emissions
22,634tCO2
43,222 0.52kg/GBP
of Revenue
The methodology followed to compile the data includes the UK
Environmental Reporting Guidelines (Defra, 2019), whilst we
also used to make use of the South African Technical Guidelines
for Monitoring, Reporting and Verification of Greenhouse
Gas Emissions by Industry (2017) for determining some GHG
emission conversion factors.
Directors’ section 172 statement
The following disclosure describes how the directors have had
regard to the matters set out in section 172(1)(a) to (f) and forms
the Directors’ statement required under section 414CZA of The
Companies Act 2006. This reporting requirement is made in
accordance with the corporate governance requirements.
The matters set out in section 172(1) (a) to (f) are that a Director
must act in the way they consider, in good faith, would be most
likely to promote the success of the Company for the benefit of
its members as a whole, and in doing so have regard (amongst
other matters) to:
(a)
the likely consequences of any decision in the long term;
(b) the interests of the Company’s employees;
(c)
the need to foster the Company’s business relationships
with suppliers, customers and others;
(d)
the impact of the Company’s operations on the community
and the environment;
(e)
the desirability of the Company maintaining a reputation
for high standards of business conduct; and
(f)
the need to act fairly between members of the Company
In the above Strategic Report section of this Annual Report, the
Company has set out the short to long term strategic priorities,
and described the plans to support their achievement.
We have split our analysis into two distinct sections, the first to
address Stakeholder engagement, which provides information
on stakeholders, issues and methods of engagement, disclosed
by stakeholder group. The second section addresses principal
decisions made by the Board and focuses on how the regard for
stakeholders influenced decision-making.
17
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial Statementsl
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22
STRATEGIC REPORTGoldplat PLC / Annual Report and Accounts 2022Strategic Report Continued
Principal decisions by the Board during the year
under review:
We define principal decisions as both those that have long-term
strategic impact and are material to the Group, but also those
that are significant to our key stakeholder groups. In making the
following principal decisions, the Board considered the outcome
from its stakeholder engagement, the need to maintain a
reputation for high standards of business conduct and the need
to act fairly between members of the Company:
Share repurchase of minority shareholding in GPL
The directors decided to increase the Group's interest in GPL, its
principal operating subsidiary, from 74% to 90.63% through the
buy-back by GPL of GPL shares from its minority shareholders
("the Transaction").
GPL had two minority shareholders, Amabubesi Property
Holdings Proprietary Limited ("Amabubesi") and Dartingo Trading
161 Proprietary Limited ("Dartingo"), who respectively held an
11% and a 15% interest in GPL. Following a notification received
from the two minority shareholders indicating their intention
to dispose of their shareholdings, GPL agreed to repurchase all
of the Dartingo shareholding and 7.33% of the shares held by
Amabubesi for ZAR 89.3 million (approximately GBP4.5 million).
Amabubesi and Dartingo are companies connected with
Goldplat's Non-Executive Director, Mr Sango Ntsaluba.
Subsequent to the Transaction, GPL issued to Aurelian Capital
Proprietary Limited ("Aurelian"), a company associated with
Mr Ntsaluba, shares amounting to 4.90% of GPL, at the
same valuation as the share repurchase, for ZAR 16 million
(approximately GBP807,000) as described further below. As
a result of the Transaction, Goldplat own 90.63% of GPL and
Mr Ntsaluba own, directly and indirectly, 9.37% of GPL.
The consideration for the repurchased shares of ZAR
89.3 million (approximately GBP4.5 million) was to be settled
in two instalments, with 50% settled when the first payment
was received from the funding arrangement with Nedbank
as described below and the remainder not later than 180
days thereafter. Separately GPL has agreed with the minority
shareholders to bring forward the settlement date of the second
instalment as far as is practical for GPL. The net cost to GPL of the
Transaction will be ZAR 73.4 million (approximately GBP3.7 million),
and Goldplat's share of the net cost of the Transaction to GPL is
90.63%, effectively resulting in its additional 16.63% interest in GPL
costing Goldplat ZAR 66.52 million (approximately GBP3.35 million).
The Transaction values GPL at ZAR400 million (approximately
GBP20.2 million). For the year ended 30 June 2022, GPL made a
post-tax profit of ZAR68 million (approximately GBP3.4 million)
and had net assets of ZAR241 million (approximately
GBP12.2 million).
Funding Arrangements
The Transaction was financed in part through a South
African Rand denominated bank facility of ZAR 60 million
(approximately GBP3.02 million) provided by Nedbank, of
which 50% was drawn within the 30 days and the remainder
in 90 days. The remainder of the consideration was settled
through a set-off against the existing Amabubesi vendor loan of
ZAR 12.6 million (approximately BP635,000) outstanding to the
Group with the balance paid in cash.
The principal on the bank facility is repayable monthly over
36 months. The interest payable on the facility will be the South
African Prime Rate plus 1.75%. As a condition of the facility from
Nedbank, the Group's facility with Scipion, of GBP33,000, were
settled in full and its securities over GPL will be cancelled.
Further to above, GPL did grant security over its debtors as well
as a negative pledge over its moveable and any immovable
property and a general notarial bond over all movable assets of
GPL will be registered. The Group will further enter into a limited
suretyship for ZAR 60 million (approximately GBP3.02 million), in
favour of Nedbank.
Related Party Transactions with Mr Sango
Ntsaluba
Conditional on the share repurchase from Amabubesi and
Dartingo occurring, GPL has issued 4.90% shares in GPL (after
the share repurchase) to Aurelian, a company controlled by
Mr Sango Ntsaluba, in order to maintain a BEE partner in GPL
and to reduce the cost to the Group of the share repurchase
transaction. The issue of the shares was subject to regulatory
approvals and the waiver of pre-emptive rights by the remaining
minority shareholders of GPL. Aurelian settle the ZAR 16 million
(approximately GBP807,000) consideration as follows:
• ZAR 5 million (approximately GBP252,000) was settled in cash;
• A further ZAR 5 million (approximately GBP252,000)
settlement will be settled as the Group settled its outstanding
balance to GPL; and
• A vendor loan has been granted for a further ZAR 6 million
(approximately GBP302,000), which will be repayable from
distributions to be declared by GPL in respect of 1.84% of the
shares in GPL held by Aurelian.
After the completion of the above transactions and cancellation
of the repurchased shares, the Group held 90.63% of GPL (an
increase of 16.63%), Aurelian 9.37%. Subsequent to above,
Amabubesi’s remaining shares were repurchased and shares
to the same amount and value issued to Aurelian. Aurelian is
therefore the only minority partner in South Africa and holds
9.37% of GPL.
By virtue of their size and because Mr Ntsaluba is both a
director of Goldplat and a major shareholder of Amabubesi
and Dartingo, both the share repurchases by GPL of 22.33% of
shares held by Amabubesi and Dartingo and the issue by GPL
of shares to Aurelian constituted related party transactions
under Rule 13 of the AIM Rules for Companies. The independent
directors, being the Goldplat board members with the exception
of Mr Ntsaluba, consider, having consulted with the Company's
Nominated Adviser, Grant Thornton UK LLP, that the terms of
the transactions are fair and reasonable insofar as Goldplat's
shareholders are concerned.
23
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsCompliance with BEE regulations
These transactions result in a reduction in the Black Economic
Empowerment ("BEE") ownership of GPL. However, none
of GPL's current licenses to operate are impacted by these
changes. The reduction in the BEE ownership will impact on
GPL's ability to renew its mining right in South Africa when it
comes up for renewal in May 2023. GPL however does not plan
to renew this mining right as it does not have an identified
minerals deposit and can continue its current operations under
the Refining License which only expires on 1 November 2040.
Nonetheless, the Group and GPL remain cognisant of South
African government policy to advance economic transformation
and enhance the economic participation of black people in
South Africa and will continue to look at means to do so through
ownership, management representation, development of
employee skills, local enterprise development and participation
in local socio-economic development.
The directors considered the following when making the
decision:
• increasing its shareholding in the Companies historically most
profitable subsidiary in the Group and therefore the Group's
share of dividends paid from GPL;
• increasing its share by 16.63% in the intercompany loan of
GBP4.5 million (approximately ZAR 89,3 million) receivable
by GPL from the Group and the 1% interest receivable on the
loan, which is payable over the next 4 years;
• The basis for the transaction considering the involvement of
related parties;
• The Company’s ability to repay the Nedbank loan over the
next 36 months; and
• The potential impact if the minority shareholding is taken up
by a party unknown to the Group.
Werner Klingenberg
Director
17 February 2023
24
STRATEGIC REPORTGoldplat PLC / Annual Report and Accounts 2022Strategic Report ContinuedIndependent Auditor’s Report to the members of Goldplat Plc
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 30 June 2022
and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with UK-adopted international accounting
standards and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Goldplat Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended
30 June 2022 which comprise the consolidated and company statements of financial position, the consolidated statement of profit
or loss and other comprehensive income, the consolidated and company statement of changes in equity, the consolidated and
company 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 international accounting standards in
conformity with the requirements of the Companies Act 2006 and, as regards the Parent Company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent
Company’s ability to continue to adopt the going concern basis of accounting included:
• Discussing with Management and the Audit Committee their assessment of risks and uncertainties associated with areas such as
the Group’s workforce, supply chain, customer sales and commodity market prices that are relevant to the Group’s business model
and operations. We compared this against our own assessment of risks and uncertainties based on our understanding of the
business and mining sector.
• Obtaining Management’s base case cash flow forecast, challenging the key operating assumptions based on 2022 actuals and 2023
year to date actual results, external data and market commentary, where possible.
• Obtaining Management’s reverse stress testing analysis which was performed to determine the point at which liquidity breaks and
considering whether such scenarios, including significant reductions in commodity prices and production were possible given the
dynamics of the sector and the level of economic uncertainty.
• Evaluating existing funding arrangements and assessing whether the forecasts indicated if any of the financial covenants may be
breached during the going concern review period
• Testing the integrity of the forecast models and assessing their consistency with post year end trading when compared to budget
forecasts.
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 and Parent Company’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.
25
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsOverview
Areas subject to a full scope audit:
Coverage
• 100% (2021: 100%) of Group revenue
• 99.8% (2021: 99.9%) of Group total assets
Key audit matters
(‘KAMs’)
Revenue Recognition
Carrying value of property, plant and equipment (PPE), and
goodwill
Valuation of inventory
2022
✔
✔
✔
2021
✔
✔
✔
Materiality
Group financial statements as a whole
£290,000 (2021: £181,000) based on 5% (2021: 5%) of profit before tax.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system
of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of
management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have
represented a risk of material misstatement.
We determined that there were three significant components of the Group in addition to the Parent Company and these were each
subject to a full scope audit. The financial statements consolidate these entities together with a number of non-trading subsidiary
undertakings which are considered to be insignificant components.
The audits of the significant trading components were principally performed in the geographical location of the operations (South
Africa and Ghana) by non-BDO member firms. The Group engagement team performed the audits of the Parent Company and the
Intermediate Holding Company.
Specific audit procedures were performed to address the risks of material misstatement arising from key balances in non-significant
components, with testing performed on all material balances to the Group within these components. These specific audit procedures
were performed by the Group audit team.
All non-significant components were scoped in for analytical review procedures to confirm our conclusion that there were no
significant risks of material misstatement in the financial information.
Our involvement with component auditors
For the work performed by the component auditors, we determined the level of involvement needed in order to be able to conclude
whether sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial statements as a
whole. Our involvement with these component auditors included the following:
• Detailed Group reporting instructions were sent, which included the significant areas to be covered by the audits (including areas
that were considered to be key audit matters as detailed below), and set out the information required to be reported to the Group
audit team.
• Regular communication throughout the planning and execution phase of the audit. The Group team attended regular virtual
conference meetings throughout the audit and held completion calls with each component auditor to close out the component
auditor’s work from a Group audit perspective.
• The Group audit team was actively involved in the direction of the audit performed by the component auditor for Group reporting
purposes, review of their working papers, consideration of findings and determination of conclusions drawn.
• The Group audit team performed procedures independently over certain key audit risk areas, as considered necessary, including
the key audit matters below.
• The Group audit team visited the Group’s main operational site in South Africa to verify key assets, meet with Management, and
support the conclusions drawn from the review of the component auditor’s working papers.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of the most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the
audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
26
INDEPENDENT AUDITOR'S REPORTGoldplat PLC / Annual Report and Accounts 2022Independent Auditor’s Report to the members of Goldplat Plc ContinuedKey audit matter
Revenue
recognition
(Notes 2.12 and 22)
The Group recognises revenue from
the sale of precious metals when it
completes its performance obligation
which is usually determined to be
when the metals are delivered to the
customer and the customer takes
control of the metals in line with
contractual terms.
The key audit matter identified relates
to the potential for cut off errors arising
around the timing of the recognition
of revenue and the assessment of the
valuation of revenue to be recorded
due to the subjective nature of the
sales transactions which require assay
valuations to conclude on pricing.
Revenue is therefore considered to
include an element of subjectivity and
judgement relating to the timing of the
recognition of revenue and the amount
of revenue recognised.
Carrying value of
PPE and Goodwill
(Notes 2,3 2.4, 4
and 5)
Under applicable accounting standards,
Management are required to review,
at least annually, whether there are
indicators of impairment in respect of
its non-current assets.
In the current global economic
environment, there is an increased level
of judgement involved in Management’s
forecasting due to the uncertainty over
the Group’s performance in both the
short and long term.
There is therefore a risk that potential
impairment triggers relating to
the non-current assets are not
appropriately identified and the
carrying value of the assets is not
recoverable.
How the scope of our audit addressed the key audit matter
Our audit procedures included:
• Reviewing a sample of contracts with customers to verify the
appropriateness of the Group’s revenue recognition policy
to check it is in line with the requirements of applicable
accounting standards.
• Testing a sample of sales transactions by agreeing the invoices
to the third-party independent assay reports, gold valuation
documents and delivery documentation.
• Verifying the accuracy of gold prices and exchange rates used
against independent sources of information.
• Assessing the appropriateness of the variable consideration
restraint applied in the recognition of provisional revenue.
• Verifying sales recorded immediately before and after the
reporting date to the nominal ledger and assessing whether
revenue had been recorded in the correct period through a
review of the documentation relating to the independent assay
valuations and deliveries.
• Reviewing the financial statements for appropriateness
of disclosures in accordance with applicable accounting
standards.
Key observations:
We found Management’s revenue recognition policy to be in
line with the requirements of applicable accounting standards
and management’s judgements relating to the timing of the
recognition of revenue and the amount of revenue recognised to
be appropriate.
Our audit procedures included:
• Evaluating Management’s identification of the appropriate
Cash Generating Units (“CGU”) for the Group and the
impairment indicators assessment for each CGU against the
criteria in the accounting standards.
• Performing an independent assessment of financial and
non-financial data in order to seek to identify any other
potential impairment indicators.
In respect of the impairment review prepared by Management
and the Board, we:
• Compared the actual operating performance for each CGU
for the year to historical forecasts in order to assess whether
the CGUs were operating in line with forecasts and in order to
assess the Group’s ability to forecast reliably.
• Obtained, reviewed and sensitised the key inputs in
Management’s discounted cash flow models, checking
that the key inputs included in the models such as gold
prices, production, capital expenditure and discount rates
were reasonable and within an acceptable range based on
our knowledge of the sector. In so doing we obtained and
identified our own inputs from data sources available to us.
• Tested the mathematical integrity of Management’s models
and challenged the basis of preparation of the model to check
it was in line with our expectations and an accepted valuation
methodology for discounted cash flows.
27
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsKey audit matter
Valuation of
inventory
(Notes 2.4 and 11)
The Group’s inventories comprise raw
materials and precious metals on hand
and in process and are recognised at
the lower of cost and net realisable
value. Management must make an
assessment at each year end in order
to establish whether or not the carrying
value of inventory is impaired, including
making estimates regarding costing,
grade of ore and gold prices.
There is a risk inventory is carried
at cost which is more than its net
realisable value.
How the scope of our audit addressed the key audit matter
• Engaged with our own internal valuation experts to assist us
to evaluate the discount rates used by Management in the
impairment review.
Key observations:
We found the judgements and estimates applied by Management
in preparing the impairment models to be supportable and
appropriate. We found the carrying value of PPE and goodwill
recorded at the balance sheet date to be appropriate.
Our audit procedures included:
• Evaluating whether the inventory valuation methodology at
the year-end was in line with the Group's accounting policy
of inventory being recorded at the lower of cost and net
realisable value.
• Verifying Management’s calculation of the net realisable value
of precious metals on hand and corroborating this to assaying
results produced by Management’s Experts.
• Assessing the competence of Management’s Experts who
were responsible for preparing the valuation report or internal
experts used as appropriate.
• Evaluating whether appropriate direct and production costs
had been included in the cost of inventory and that these costs
were recognised in accordance with the requirements of the
relevant accounting standards.
• Testing the application of the Group’s accounting policy for
inventory valuation by confirming that inventory is valued at
the lower of cost and net realisable value.
• Obtaining third party confirmation of inventory in transit at the
year end, to confirm existence and receipt of that inventory by
customers subsequent to the year end.
• Reviewing the financial statement disclosures to ensure they
are presented in accordance with the requirements of the
accounting standard.
Key observations:
We found the judgements and estimates applied by Management
in the valuation of inventory to be supportable and appropriate.
28
INDEPENDENT AUDITOR'S REPORTGoldplat PLC / Annual Report and Accounts 2022Independent Auditor’s Report to the members of Goldplat Plc ContinuedOur application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality
level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will
not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Materiality
Group
Parent Company
2022
£
290,000
2021
£
181,000
2022
£
150,000
2021
£
126,700
Basis for determining
materiality
Rationale for the
benchmark applied
Materiality was set at 5% (2021: 5%) of the profit
before tax.
We consider the use of profit before tax to be
the most appropriate benchmark given it is a key
measure for stakeholders based on market practice
and investor expectations.
Materiality was capped at 50% of group materiality
(2021: capped at 70% of group materiality)
The Parent Company materiality was capped at a
percentage of Group materiality.
Performance
materiality
Basis for determining
performance
materiality
Component materiality
203,000
126,700
105,000
88,690
Performance materiality was set at 70% (2021: 70%) of the above materiality levels.
The level of performance materiality was set after considering a number of factors including significant
transactions in the year, the expected value of known and likely misstatements, and Management’s
attitude towards proposed misstatements.
We set materiality for each component of the Group based on the size and our assessment of the risk of material misstatement
of that component. Component materiality ranged from £50,000 to £210,000 (2021: £30,000 to £114,200). In the audit of each
component, we further applied performance materiality levels of 70% (2021: 70%) of the component materiality to our testing to
ensure that the risk of errors exceeding component materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £5,800 (2021: £3,300).
We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the
Consolidated and Company Annual Financial Statements other than the financial statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information; we are required to report that fact.
We have nothing to report in this regard.
29
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsOther Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
In our opinion, based on the work undertaken in the course of the audit:
Strategic report and
Directors’ report
• the information given in the Strategic report and the Directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report
or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and
returns; or
Matters on which we
are required to report
by exception
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws
and regulations, our procedures included the following:
• We gained an understanding of the legal and regulatory framework applicable to the Group and the industry in which it operates,
through discussion with Management and the Audit Committee and our knowledge of the industry. We focussed on significant
laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, the
Companies Act 2006, international accounting standards, Health and Safety, and tax legislations.
• We considered compliance with these laws and regulations through discussions with Management and the Audit Committee. Our
procedures also included reviewing minutes from board meetings of those charges with governance to identify any instances of
non-compliance with laws and regulations.
30
INDEPENDENT AUDITOR'S REPORTGoldplat PLC / Annual Report and Accounts 2022Independent Auditor’s Report to the members of Goldplat Plc Continued• We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur. We
identified these areas to be through posting of manual journals and improper revenue recognition. In addressing the risk of fraud
including management override of controls and improper revenue recognition, we tested the appropriateness of journal entries
made throughout the year by applying specific criteria.
• We performed a detailed review of the Group’s year end adjusting entries and journals throughout the year, investigated any that
appeared unusual as to nature or amount.
• We assessed whether the judgements made in accounting estimates were indicative of a potential bias and tested the application
of cut-off and revenue recognition (refer to Revenue Recognition KAM).
• We identified areas at risk of management bias and reviewed key estimates and judgements applied by Management in the
financial statements to assess their appropriateness.
• We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and
component auditors, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the
audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the
risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud
may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations
in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Anne Sayers (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor London
United Kingdom
17 February 2023
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
31
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsStatements of Financial Position
Figures in £'000
Assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangible assets
Investment in subsidiary or associate
Receivable on Kilimapesa sale
Other loans and receivables
Total non-current assets
Current assets
Inventories
Trade and other receivables
Current tax assets
Receivable on Kilimapesa sale
Investment in Caracal Gold
Other loans and receivables
Cash and cash equivalents
Total current assets
Total assets
Equity and liabilities
Equity
Share capital
Share premium
Capital Redemption Reserve
Retained income / (accumulated loss)
Foreign exchange reserve
Total equity attributable to owners of the parent
Non-controlling interests
Total equity
Liabilities
Non-current liabilities
Provisions
Deferred tax liabilities
Interest bearing borrowings
Lease liabilities
Loan from group company
Total non-current liabilities
Notes
Group
2022
Group
2021
Company
Company
2022
2021
4
19
5
6
8
10
11
12
8
9
10
13
14
14
14
15
16
17
18
19
4,763
576
4,664
1
556
189
4,568
574
4,664
1
606
636
–
–
–
–
–
–
20,274
20,268
–
–
–
–
10,749
11,049
20,274
20,268
12,048
9,902
100
142
727
8
3,895
26,822
37,571
1,678
11,562
53
9,530
(6,170)
16,653
1,150
17,803
811
1,013
1,417
111
–
3,352
8,433
13,003
–
58
–
–
3,459
24,953
36,002
1,698
11,491
–
6,846
(5,258)
14,777
3,637
18,414
787
792
–
110
–
1,689
–
11
–
–
–
–
16
27
–
178
–
–
–
–
22
200
20,301
20,468
1,678
11,562
53
1,009
–
14,302
–
14,302
–
–
–
–
5,904
5,904
1,698
11,491
–
(2,887)
–
10,302
–
10,302
–
–
–
–
10,030
10,030
32
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Figures in £'000
Current liabilities
Provisions
Trade and other payables
Current tax liabilities
Interest bearing borrowings
Lease liabilities
Loan from group company
Total current liabilities
Total liabilities
Total equity and liabilities
Notes
16
20
18
19
Group
2022
208
14,971
–
978
259
–
16,416
19,768
37,571
Group
2021
–
15,445
128
33
293
–
15,899
17,588
36,002
Company
Company
2022
2021
–
95
–
–
–
–
95
5,999
20,301
–
113
–
–
–
23
136
10,166
20,468
The financial statements of Goldplat plc, company number 05340664, were approved by the Board of Directors and authorised for
issue on 20 February 2023. They were signed on its behalf by: Werner Klingenberg, Director.
The notes on pages 70 to 106 are an integral part of these consolidated financial statements.
Werner Klingeberg
17 February 2023
33
Operations and Finance ReportChairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsGoldplat PLC / Annual Report and Accounts 2022Statements of Profit or Loss and
Other Comprehensive Income
Figures in £'000
Revenue
Cost of sales
Gross profit
Other income
Administrative expenses
Profit from operating activities
Finance costs
Profit before tax
Income tax expense - continuing operations
Profit from continuing operations
Loss from discontinued operations
Profit for the year
Profit for the year attributable to:
Owners of Parent
Non-controlling interest
Other comprehensive income net of tax
Exchange differences on translation relating to the parent
(Losses) / gains on exchange differences on translation
Exchange reserve reclassified on loss of control of Kilimapesa
Total Exchange differences on translation
Exchange differences relating to the non-controlling interest
(Losses)/Gains on exchange differences on translation
Total other comprehensive income that will be reclassified to profit or loss
Total other comprehensive income net of tax
Total comprehensive income
Comprehensive income attributable to:
Comprehensive income, attributable to owners of parent
Comprehensive income, attributable to non-controlling interests
Notes
22
24
25
26
Group
2022
43,222
(33,228)
9,994
53
(2,332)
7,715
(1,884)
5,831
(1,868)
3,963
–
3,963
3,555
408
3,963
(522)
–
(522)
(5)
(527)
(527)
3,436
3,033
403
3,436
Group
2021
35,400
(29,201)
6,199
56
(1,694)
4,561
(909)
3,652
(903)
2,749
(570)
2,179
1,679
500
2,179
719
247
966
256
1,222
1,222
3,401
2,645
756
3,401
34
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Figures in £'000
Earnings per share from continuing and discontinuing operations attributable to owners
Notes
Group
2022
Group
2021
of the parent during the year
Basic earnings per share
Basic earnings per share from continuing operations
Basic loss per share from discontinued operations
Total basic earnings per share
Diluted earnings per share
Diluted earnings per share from continuing operations
Diluted loss per share from continuing operations
Total diluted earnings per share
27
27
2.08
–
2.08
2.05
–
2.05
1.32
(0.34)
0.98
1.32
(0.33)
0.99
The notes on pages 70 to 106 are an integral part of these consolidated financial statements.
The Company’s individual profit and loss account has been omitted from the Group’s annual financial statements having taken
advantage of the exemption not to disclose under Section 408(3) of the Companies Act 2006. The Company’s comprehensive income
for the year ended 30 June 2022 was £4,286,536 (2021 - loss £3,540,000).
35
Operations and Finance ReportChairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsGoldplat PLC / Annual Report and Accounts 2022Statements of Changes in Equity - Group
Figures in £'000
Share
Capital
Share
premium
Share
Redemp-
tion
Reserve
Foreign
currency
translation
reserve
Retained
income
Attributable
to owners of
the parent
Non-
controlling
interests
Total
Balance at 1 July 2020
1,675
11,441
Changes in equity
Profit for the year
Other comprehensive income
Exchange reserve released
through profit and loss on sale
of Kilimapesa
Total comprehensive income
for the year
Non-controlling interests in
subsidiary dividend
Shares issued from options
exercised
–
–
–
–
–
23
–
–
–
–
–
50
Balance at 30 June 2021
1,698
11,491
Balance at 1 July 2021
1,698
11,491
–
–
–
–
–
–
–
–
–
(6,224)
5,167
12,059
3,057
15,116
–
719
247
1,679
–
–
1,679
719
500
256
2,179
975
247
–
247
966
1,679
2,645
756
3,401
–
–
–
–
–
73
(176)
(176)
–
73
(5,258)
6,846
14,777
3,637
18,414
(5,258)
6,846
14,777
3,637
18,414
36
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Share
Capital
Share
premium
Share
Redemp-
tion
Reserve
Foreign
currency
translation
reserve
Retained
income
Attributable
to owners of
the parent
Non-
controlling
interests
Figures in £'000
Changes in equity
Profit for the year
Other comprehensive loss
Total comprehensive income
for the year
Non-controlling interests in
subsidiary dividend
Decrease of Non-Controlling
Interest (21.30%)
Increase of Non-Controlling
Interest (4.67%)
Decrease of Non-Controlling
Interest (4.24%)
Increase of Non-Controlling
Interest (4.24%)
Cost of share repurchase in
subsidiary (21.30%)
Proceeds on issue of shares in
subsidiary (4.67%)
Cost of share repurchase in
subsidiary (4.24%)
Proceeds on issue of shares in
subsidiary (4.24%)
Cost of Share Options Issued
Cost of Company Shares
Repurchase
Shares issued from options
exercised
7
7
7
7
–
–
–
–
–
–
–
–
–
–
–
–
–
(53)
33
–
–
–
–
–
–
–
–
–
–
–
–
–
–
71
Balance at 30 June 2022
1,678
11,562
Notes
14
14
Total
3,963
(527)
3,436
–
3,555
(522)
–
(522)
3,555
3,555
(522)
3,033
408
(5)
403
–
–
–
(139)
(139)
(500)
3,589
3,089
(3,089)
110
(787)
(677)
677
(100)
715
615
(615)
100
(715)
(615)
615
–
–
–
–
–
–
–
–
–
–
–
(3,999)
(3,999)
(413)
(4,412)
716
716
74
790
(653)
(653)
(68)
(721)
653
11
653
11
(401)
(401)
–
104
68
–
–
–
721
11
(401)
104
(6,170)
9,530
16,653
1,150
17,803
–
–
–
–
–
–
–
–
–
–
–
–
–
53
–
53
14
The notes on pages 70 to 106 are an integral part of these consolidated financial statements.
37
Operations and Finance ReportChairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsGoldplat PLC / Annual Report and Accounts 2022
Statements of Changes in Equity - Company
Figures in £'000
Issued capital
Share premium
Balance at 1 July 2020
1,675
11,441
Changes in equity
Loss for the year
Total comprehensive loss
Shares issued from options exercised
Balance at 30 June 2021
Balance at 1 July 2021
Changes in equity
Profit for the year
Total comprehensive income
Shares issued from options exercised
Cost of Company Shares Repurchase
Cost of share options issued
Balance at 30 June 2022
Note
–
–
23
1,698
1,698
–
–
33
(53)
–
1,678
14
–
–
50
11,491
11,491
–
–
71
–
11,562
14
Share
Redemption
Reserve
Retained
income/
(accumulated
loss)
–
–
–
–
–
–
–
–
–
53
–
53
14
653
(3,540)
(3,540)
–
(2,887)
(2,887)
4,286
4,286
–
(401)
11
1,009
Total
13,769
(3,540)
(3,540)
73
10,302
10,302
4,286
4,286
104
(401)
11
14,302
The notes on pages 70 to 106 are an integral part of these consolidated financial statements.
38
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Statements of Cash Flows
Figures in £'000
Net cash flows from / (used in) operations
Notes
33
Finance cost paid
Income taxes paid
Net cash flows from / (used in) operating activities
Cash flows (used in) / from investing activities
Proceeds from sale of Kilimapesa
Proceeds from sale of property, plant and equipment
Acquisition of property, plant and equipment
Decrease in cash from disposal of non-current assets
held for sale
Receipt from long term receivable
Cost of Share Repurchase from Minority Shareholder
in Subsidiary
Decrease of loans to subsidiary
Cash flows (used in) / from investing activities
Cash flows from / (used in) financing activities
Proceeds from drawdown of interest-bearing
borrowings
Proceeds from issue of shares in Subsidiary to Minority
Shareholder
Proceeds from exercise of share options
Payment of interest-bearing borrowings
Interest paid on interest-bearing borrowings
Cost of Share Repurchase in Company
Repayments of other financial liabilities
Repayment of leases
Interest paid on lease liabilities
Payment of dividend by subsidiary to non- controlling
interest
Cash flows from / (used in) financing activities
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Foreign exchange movement on opening balance
Cash and cash equivalents at end of the year
13
Group
2022
6,471
(1,884)
(1,590)
2,997
312
142
(850)
–
–
(3,791)
–
(4,187)
3,031
247
104
(673)
–
(401)
–
(367)
–
(139)
1,802
612
3,459
(176)
3,895
Group
2021
4,277
(909)
(1,059)
2,309
–
18
(979)
(6)
74
–
–
(893)
–
–
73
(872)
(99)
–
–
(186)
(21)
(176)
(1,281)
135
3,146
178
3,459
The notes on pages 70 to 106 are an integral part of these consolidated financial statements.
Company
Company
2022
4,536
(41)
(69)
4,426
2021
(73)
(8)
(5)
(86)
–
–
–
–
–
–
–
–
–
–
–
95
–
(401)
(4,126)
–
–
–
(4,432)
(6)
22
–
16
–
–
–
–
–
–
25
25
–
–
73
–
–
–
–
–
–
–
73
12
10
–
22
39
Operations and Finance ReportChairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsGoldplat PLC / Annual Report and Accounts 2022Accounting Policies
1. General information
Goldplat plc (the ‘Company’) is a public company limited by shares domiciled and registered in England and Wales.
The address of the Company’s registered office is Salisbury House, London Wall, London, the United Kingdom EC2M 5PS. The Group
primarily operates as a producer of precious metals on the African continent.
2. Basis of preparation and summary of significant accounting policies
Statement of compliance
The consolidated financial statements have been prepared in accordance with UK - adopted International Accounting Standards
("IAS"), with future changes being subject to endorsement by the UK Endorsement Board, and the Companies Act 2006 as applicable
to entities reporting in accordance with IAS ; as applicable to entities reporting in accordance with IFRS.
Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis, except for derivative financial instruments
that have been measured at fair value.
Functional and presentation currency
These consolidated financial statements are presented in Pounds Sterling (“GBP”), which is considered by the directors to be the most
appropriate presentation currency to assist the users of the financial statements. All financial information presented in GBP has been
rounded to the nearest thousand, except when otherwise indicated.
The Group’s subsidiaries’ functional currency is considered to be the South African Rand (ZAR), Ghana Cedi (GHS) and the Company’s
functional currency is Pounds Sterling (GBP) as these currencies mainly influences sales prices and expenses.
Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with UK - adopted IFRS requires management to make
judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimates are revised if the revision affects only that period, or in the period of revision and future periods of the
revision if it affects both current and future periods.
Critical estimates and assumptions that have the most significant effect on the amounts recognised in the consolidated financial
statements and/or have a significant risk of resulting in a material adjustment within the next financial year are as follows:
• Carrying value of goodwill to the value of £4,664,000 (2021: £4,664,000) (Note 5)
• Inventory - precious metals on hand and in process to the value of £8,186,000 (2021: £4,303,000) (Note 11)
• Rehabilitation provision £811,000 (2021: £787,000) (Note 16)
• Useful economic lives (Note 2)
• Estimated revenue to the value of £7,571,575 (2021: £10,790,069) (note 2.12)
2.1 Consolidation
Business combinations
Business combinations are accounted for using the acquisition method at the acquisition date, which is the date on which control is
transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from
its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable.
The Group measures goodwill at the acquisition date as:
• the fair value of the consideration transferred; plus
• the recognised amount of any non-controlling interests in the acquiree; plus
• if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less
• the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the excess is
negative, a bargain purchase price is recognised immediately in profit or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts
generally are recognised in profit or loss.
40
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a
business combination are expensed as incurred.
Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as
equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of
the contingent consideration are recognised in profit or loss.
When share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees
(acquiree’s awards) and relate to past services, then all or a portion of the amount of the acquirer’s replacement awards is included
in measuring the consideration transferred in the business combination. This determination is based on the market-based value of
the replacement awards compared with the market-based value of the acquiree’s awards and the extent to which the replacement
awards relate to past and/or future service.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised
losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the group's
accounting policies.
Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial
statements from the date that control commences until the date that control ceases.
On acquisition of a subsidiary, or where a subsidiary has been transferred from another entity within the group, the transaction is
fair valued at the date control of the subsidiary passes. The investment is the subsidiary is accounted for at amortised cost, less any
provision for impairment, post transaction date.
On disposal of investments in subsidiaries, joint ventures and associated companies, the difference between net disposal proceeds
and the carrying amount of the investment is taken to the income statement.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.
Associates
Associates are all entities over which the group has significant influence but not control, generally accompanying a shareholding
of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting.
Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to
recognise the investor's share of the profit or loss of the investee after the date of acquisition. The group's investment in associates
includes goodwill identified on acquisition.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts
previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.
The group's share of post-acquisition profit or loss is recognised in the statements of profit or loss and other comprehensive income,
and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a
corresponding adjustment to the carrying amount of the investment. When the group's share of losses in an associate equals or
exceeds its interest in the associate, including any other unsecured receivables, the group does not recognise further losses, unless it
has incurred legal or constructive obligations or made payments on behalf of the associate.
The group determines at each reporting date whether there is any objective evidence that the investment in the associate is
impaired. If this is the case, the group calculates the amount of impairment as the difference between the recoverable amount of the
associate and its carrying value and recognises the amount adjacent to share of profit/(loss) of associates in the statements of profit
or loss and other comprehensive income.
Profits and losses resulting from upstream and downstream transactions between the group and its associate are recognised in the
group's financial statements only to the extent of unrelated investor's interests in the associates. Unrealised losses are eliminated
unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been
changed where necessary to ensure consistency with the policies adopted by the group.
Dilution gains and losses arising in investments in associates are recognised in the statements of profit or loss and other
comprehensive income.
41
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsAccounting Policies Continued
2.2 Foreign currency translation
Transactions and balances
Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in which
they operate (their “functional currency”) are recorded at the rates ruling when the transactions occur. Foreign currency monetary
assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of
unsettled monetary assets and liabilities are recognised immediately in profit or loss.
Exchange gains and losses arising on the retranslation of monetary financial assets are treated as a separate component of the
change in fair value and recognised in profit or loss. Exchange gains and losses on non-monetary OCI financial assets form part of the
overall gain or loss in OCI recognised in respect of that financial instrument.
On consolidation, the results of overseas operations are translated into GBP at rates approximating to those ruling when the
transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those
operations, are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets
at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and accumulated
in the foreign exchange reserve.
On loss of control of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to
that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of the profit
or loss on disposal.
Foreign operations
The assets and liabilities of foreign operations, including goodwill and the fair value adjustments arising on acquisition, are translated
to GBP at exchange rates at the reporting date. The income and expenses of foreign operations are translated to GBP at an annual
average exchange rate.
Foreign currency differences are recognised in other comprehensive income, and presented in the exchange reserve in equity.
However, if the foreign operation is a non-wholly owned subsidiary, then the relevant proportion of the translation difference is
allocated to the non-controlling interest. When a foreign operation is disposed of such that control, significant influence or joint
control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss
as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign
operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the
foreseeable future, foreign currency gains and losses arising from such item are considered to form part of a net investment in the
foreign operation and are recognised in other comprehensive income, and presented in the exchange reserve in equity.
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign
operation and translated at the closing rates.
2.3 Property, plant and equipment
Recognition and measurement
Items of property, plant and equipment as well as leasehold assets are measured at cost less accumulated depreciation and
accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset.
The cost of the mining asset includes the costs of dismantling and removing the items and restoring the site on which they are
located.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major
components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from
disposal and the carrying amount of the item) is recognised in profit or loss.
Subsequent costs
Subsequent expenditure is analyzed by its nature. Substantial modification done on property, plant and equipment is capitalised
only when it is probable that the future economic benefits associated with the expenditure will flow to the Group. Ongoing repairs
and maintenance that relate to day-to-day repairs are expensed and substantial modifications are capitalised provided that IAS 16
recognition criteria has been met.
42
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Depreciation
Items of property, plant and equipment are depreciated on a straight-line basis in profit or loss over the estimated useful lives of
each component. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably
certain that the Group will obtain ownership by the end of the lease term. Freehold land is not depreciated.
Items of property, plant and equipment are depreciated from the date that they are installed and are ready for use, or in respect of
internally constructed assets, from the date that the asset is completed and ready for use.
Asset class
Buildings
Leasehold property
Plant and equipment
Motor vehicles
Office equipment
Environmental asset
2.4 Intangible assets
Goodwill
Useful life / depreciation rate
20 years
lease period
10 years
5 years
6 years
life of mine
Goodwill that arises on the acquisition of subsidiaries is presented within intangible assets. Intangible assets are initially measured at cost.
Subsequent measurement
Goodwill is measured at cost less accumulated impairment losses.
Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it
relates. All other expenditure, including expenditure on internally generated goodwill, is recognised in profit or loss as incurred.
Amortisation
Except for goodwill, intangible assets are amortised on a straight-line basis in profit or loss over their estimated useful lives, from the
date that they are available for use. Amortisation methods, useful lives and residual values are reviewed at each reporting date and
adjusted if appropriate. Amortisation is included within administrative expenses in profit or loss.
Inventories
Consumable stores and raw materials are measured at the lower of cost and net realisable value. The cost of inventories is based on
the weighted average basis and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other
costs incurred in bringing them to their existing location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and
selling expenses.
Precious Metals on Hand and in Process represents production on hand after the smelting process, gold contained in the elution
process, gold loaded carbon in carbon-in-leach (“CIL”) and carbon-in-pulp (“CIP”) processes, gravity concentrates, platinum group
metals (“PGM”) concentrates and any form of precious metal in process where the quantum of the contained metal can be accurately
estimated. It is valued at the average production cost for the year, including amortisation, overheads and depreciation.
Broken ore represents blasted ore, underground or on stockpile, and are measured at the lower of cost and net realisable value. The
cost of broken ore is based on production costs and other costs incurred in bringing them to their existing location and condition.
Impairment
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the
financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate
that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the
higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest
group of assets to which it belongs for which there are separately identifiable cash flows; its cash generating units (‘CGUs’). Goodwill
is allocated on initial recognition to each of the Group’s CGUs that are expected to benefit from a business combination that gives
rise to the goodwill.
Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other
comprehensive income. An impairment loss recognised for goodwill is not reversed.
43
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsAccounting Policies Continued
2.5 Financial instruments
Expected credit losses
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision
for trade and other receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables and
contract assets are grouped based on similar credit risk and aging. The contract assets have similar risk characteristics to the trade
receivables for similar types of contracts.
Financial assets
The Group has adopted IFRS 9 from 1 July 2018. The standard introduced new classification and measurement models for financial assets.
The Group has classified £ nil (2021: £636,000) as fair value through profit or loss. Due to the short nature of these amounts the
impact on the profit or loss is immaterial.
The Group’s as well as the Company’s financial assets measured at amortised cost comprise trade and other receivables, and cash
and cash equivalents in the consolidated statement of financial position.
Trade receivables and intra group balances are initially recognised at fair value. Impairment requirements use an expected credit
loss model to recognise an allowance. For receivables a simplified approach to measuring expected credit losses using a lifetime
expected loss allowance is available and has been adopted by the Group/Company. During this process the probability of the non-
payment of the receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default
to determine the lifetime expected credit loss for the receivables. For trade receivables, which are reported net, such provisions are
recorded in a separate provision account with the loss being reported within the consolidated statement of comprehensive income.
On confirmation that the trade and intra group receivable will not be collectable, the gross carrying value of the asset is written off
against the associated provision.
Trade receivables will be derecognized when the balance has been settled to the Group or where the balance has been assigned to
another party, when such party has been settled.
Impairment provisions for receivables from related parties and loans to related parties are recognised on a forward looking expected
credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant
increase in credit risk since initial recognition of the financial asset.
Financial liabilities
Financial liabilities are recognised in the Group’s balance sheet when the Group becomes party to a contractual provision of the instrument.
Trade and other payables, including invoice financing creditors are recognised at their cost which approximates to their fair value.
(i) Non-derivative financial liabilities
The Group initially recognises debt securities issued on the date that they are originated. All other financial liabilities (including
liabilities designated at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group
becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.
The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are
recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial
liabilities are measured at amortised cost using the effective interest method. Other financial liabilities comprise loans and
borrowings, finance lease obligations, and trade and other payables.
(ii) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a
deduction from equity, net of any tax effects.
Other financial assets
Other financial assets are recognised initially at the fair value, including transaction costs. The asset will subsequently be measured
at fair value and are grouped into levels 1 to 3 based on the significance of the inputs used in the valuation. The financial assets from
the Kilimapesa sale has significant inputs and is therefore included in level 3.
Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are
readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are initially recorded
at fair value and subsequently carried at amortised cost.
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with
original maturities of three months or less, and – for the purpose of the statement of cash flows - bank overdrafts. Bank overdrafts
are shown within trade and other payables in current liabilities on the consolidated statement of financial position.
44
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 20222.6 Non-current assets or disposal groups classified as held for sale
Non-current assets and disposal groups are classified as held for sale when:
• They are available for immediate sale
• Management is committed to a plan to sell
• It is unlikely that significant changes to the plan will be made or that the plan will be withdrawn
• An active programme to locate a buyer has been initiated
• The asset or disposal group is being marketed at a reasonable price in relation to its fair value; and
• A sale is expected to complete within 12 months from the date of classification
On initial classification as held-for-sale, generally, non-current assets and disposal groups are measured at the lower of the carrying
amount and fair value less costs to sell, with any adjustments taken to profit or loss (or other comprehensive income in the case of
a revalued asset). The same applies to gains and losses on subsequent remeasurement. However, certain items, such as financial
assets within the scope of IAS 39: Financial Instruments: Recognition and Measurement and investment property within the scope of
IAS 40: Investment Properties, continue to be measured in accordance with those standards.
Impairment losses subsequent to classification of assets as held-for-sale are recognised in profit or loss. Increases in fair value less
costs to sell assets that have been classified as held-for-sale are recognised in profit or loss to the extent that the increase is not in
excess of any cumulative impairment loss previously recognised in respect of the asset
Gains and losses on remeasurement and impairment losses subsequent to classification as disposal groups and non-current assets
held-for-sale are shown within continuing operations in profit or loss, unless they qualify as discontinued operations. Disposal groups
and non-current assets held-for-sale are presented separately from other assets and liabilities on the statement of financial position.
Prior periods are not reclassified.
2.7 Tax
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the Group statement of profit or
loss and other comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is
recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the
reporting date and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amount
of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes
Deferred tax assets and liabilities
A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises
from:
• the initial recognition of goodwill; or
• the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction,
affects neither accounting profit nor taxable profit (tax loss).
A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will
be available against which the deductible temporary difference can be utilised, unless the deferred tax asset arises from the initial
recognition of an asset or liability in a transaction that:
• is not a business combination; and
• at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
A deferred tax asset is recognised for the carryforward of unused tax losses and unused tax credits to the extent that it is probable
that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised
or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting
period.
The measurement of deferred tax liabilities and deferred tax assets are made to reflect the tax consequences that would follow from
the manner in which it is expected, at the end of the reporting period, recovery or settlement if temporary differences will occur.
45
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsAccounting Policies Continued
Deferred tax assets and liabilities are offset only where:
• there is a legally enforceable right to set off current tax assets against current tax liabilities; and
• the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either the
same entity within the group or different taxable entities within the group which intend either to settle current tax liabilities and
assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant
amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Leases
Identifying leases
The Group accounts for a contract, or a portion of a contract, as a lease when it conveys the right to use an asset for a period of time
in exchange for consideration. Leases are those contracts that satisfy the following criteria:
(a) There is an identified asset;
(b) The Group obtains substantially all the economic benefits from use of the asset; and
(c) The Group has the right to direct use of the asset.
The Group considers whether the supplier has substantive substitution rights. If the supplier does have those rights, the contract is
not identified as giving rise to a lease.
In determining whether the Group obtains substantially all the economic benefits from use of the asset, the Group considers only the
economic benefits that arise use of the asset, not those incidental to legal ownership or other potential benefits.
In determining whether the Group has the right to direct use of the asset, the Group considers whether it directs how and for
what purpose the asset is used throughout the period of use. If there are no significant decisions to be made because they are
pre-determined due to the nature of the asset, the Group considers whether it was involved in the design of the asset in a way that
predetermines how and for what purpose the asset will be used throughout the period of use. If the contract or portion of a contract
does not satisfy these criteria, the Group applies other applicable IFRSs rather than IFRS 16.
2.8 Provisions
A provision is recognised in the statement of financial position if, as a result of a past event, the Group has a present legal or
constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to
settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax
rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
The unwinding of the discount is recognised as finance cost.
Environmental obligation
In accordance with the Group’s environmental policy and applicable legal requirements, a provision for site restoration in respect of
contaminated land is recognised when the land is contaminated.
The estimated long-term environmental obligations, comprising rehabilitation and mine closure, are based on the Group’s
environmental management plans in compliance with current environmental and regulatory requirements. The amounts disclosed in
the financial statements as environmental assets and obligations include rehabilitation. The cost of rehabilitation projects undertaken,
which has been included in the provision estimate, are charged to the provision as incurred. The cost of current programs to prevent
and control future liabilities are charged to the Group statement of profit or loss and other comprehensive income as incurred.
2.9 Interest Bearing Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised
cost. Any difference between the proceeds (net of transaction costs) and the redemption value is taken to the income statement over
the period of the borrowings using the effective interest method.
Borrowings which are due to be settled within twelve months after the balance sheet date are included in current borrowings in
the balance sheet even though the original term was for a period longer than twelve months and an agreement to refinance, or
to reschedule payments, on a long-term basis is completed after the balance sheet date and before the financial statements are
authorised for issue. Other borrowings due to be settled more than twelve months after the balance sheet date are included in
non-current borrowings in the balance sheet.
2.10 Share Redemption Reserve
A statutory, non-distributable reserve into which amounts are transferred following the redemption or purchase of a company's own
shares out of distributable profits or, in certain circumstances, from the proceeds of a fresh issue of shares. It is a reserve that cannot
be distributed to the shareholders and thus ensures the maintenance of the capital base of the company and protects the creditors'
buffer (which gives creditors confidence to invest in the company, e.g. as suppliers or debenture holders). See also permissible capital
payment. The provisions relating to the capital redemption reserve are set out in section 733 of the Companies Act 2006.
46
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Subject to the company's articles, the capital redemption reserve may be:
• Used to pay up new shares to be allotted to members as fully paid bonus shares.
• Reduced (or cancelled) by means of a reduction of capital. In accordance with article 3 of the Companies (Reduction of Share
Capital) Order 2008, the reserve created on such reduction can be treated as a realised profit and, therefore, it may be distributed
to shareholders or used to buy back shares.
2.11 Investment held at fair value through profit/loss
Investments are classified as long term investments and current investments. Current investments are in the nature of current
assets, although the common practice may be to include them in investments. Investments other than current investments are
classified as long term investments, even though they may be readily marketable. If an investment is acquired, or partly acquired, by
the issue of shares or other securities, the acquisition cost is the fair value of the securities issued (which, in appropriate cases, may
be indicated by the issue price as determined by statutory authorities). The fair value may not necessarily be equal to the nominal or
par value of the securities issued.
For current investments, any reduction to fair value and any reversals of such reductions are included in the profit and loss
statement.
2.12 Revenue
Revenue from precious metal sales is recognised when transfer of control takes place when the product has been delivered under
the terms of the contract at the refiner or smelter premises. The sales price is estimated on a provisional basis as 95% of market price
at the end of the month in which the material is delivered to the refiner. Management estimate is based on evaluation of historical
data to ensure on average the revenue recognised is in line with what can reasonably expected. Management does review this on an
annual basis and will adjust these estimates based on historical data, if and when required. The estimates used is in line with prior
years.
Adjustments to the sales value occur based on the metal content which represent variable transaction price components up to the
date of final pricing. Final pricing is based on the monthly average market price in the month of the settlement. The period between
the final invoice and provisional invoice is typically three months. The revenue adjustment mechanism embedded within provisional
priced sales arrangements has the characteristics of a commodity derivative. Accordingly, the fair value of the final sales price
adjustment is reestimated continuously and changes in fair value recognised , when and in the period it occurs, as an adjustment to
the revenue in profit or loss and trade receivables in the statement of financial position.
There is limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed
location has occurred, the Group no longer has physical possession, has a right to payment on agreed terms and it is considered that
the Group has satisfied the performance obligation.
2.13 Employee benefits
Share-based payment transactions
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value at the grant
date. The fair value excludes the effect of non-market based vesting conditions. Details regarding the determination of the fair value
of equity-settled share-based payments are set out in note 14.
2.14 Finance income and finance costs
Interest income is accrued on a time basis, by reference to the principal outstanding and the applicable effective interest rate.
Finance costs comprise interest payable on borrowings calculated using the effective interest rate method, interest receivable on
funds invested and foreign exchange gains and losses that are recognised in profit or loss.
2.15 Discontinued operations
Discontinued operations are presented in the consolidated statement of comprehensive income as a single line which comprises the
post-tax profit or loss of the discontinued operation along with the post-tax gain or loss recognised on the re-measurement to fair
value less costs to sell or on disposal of the assets or disposal groups constituting discontinued operations.
2.16 Non-controlling interest
For business combinations completed prior to 1 January 2010, the Group initially recognised any non-controlling interest in the
acquiree at the non-controlling interest’s proportionate share of the acquiree’s net assets. For business combinations completed
on or after 1 January 2010 the Group has the choice, on a transaction by transaction basis, to initially recognise any non-controlling
interest in the acquiree which is a present ownership interest and entitles its holders to a proportionate share of the entity’s net
assets in the event of liquidation at either acquisition date fair value or, at the present ownership instruments’ proportionate share in
the recognised amounts of the acquiree’s identifiable net assets. Other components of non-controlling interest such as outstanding
share options are generally measured at fair value. The group has not elected to take the option to use fair value in acquisitions
completed to date.
47
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsAccounting Policies Continued
From 1 January 2010, the total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to
the non-controlling interests in proportion to their relative ownership interests. Before this date, unfunded losses in such subsidiaries
were attributed entirely to the group. In accordance with the transitional requirements of IAS 27 (2008), the carrying value of
non-controlling interests at the effective date of the amendment has not been restated.
Any changes in the non-controlling interest during the period (which will be a change of the non-controlling interest as a result of
a change in a present ownership interest which adjust the entitlement its holders had to a proportionate share of the subsidiaries
net assets in the event of liquidation), will be recognised by adjusting the present ownership instruments’ proportionate share
in the recognised amounts of the subsidiary identifiable net assets. These adjustments, relating to the percentage change in the
proportionate share) will be recognised in the statement of changes in equity between the non- controlling interest reserve, retained
earnings and foreign currency translation reserve.
3. Changes in accounting policies and disclosures
3.1 New standards and interpretations not yet adopted
The company has not applied the following new, revised or amended pronouncements that have been issued by the IASB as they are
not yet effective for the annual financial year beginning 1 July 2021 (the list does not include information about new requirements
that affect interim financial reporting or first-time adopters of IFRS since they are not relevant to the company). The directors
anticipate that the new standards, amendments and interpretations will be adopted in the company's consolidated and separate
financial statements when they become effective. The company has assessed, where practicable, the potential impact of all these
new standards, amendments and interpretations that will be effective in future periods.
3.2 New accounting pronouncements
The standards and amendments listed below will be effective in future reporting periods. It is expected that Goldplat Recovery
(Pty) Ltd will adopt the pronouncements on 30 June 2024. The adoption of the new accounting standards and amendments is not
expected to have a material impact on the Company’s results.
Standard
Effective for annual periods beginning on or after
Classification of liabilities as Current or Non-Current (Amendments to IAS 1)
1-Jan-23
IFRS 17 Insurance Contracts
Amendments to IFRS 17
1-Jan-23
1-Jan-23
During the period , through GPL, the Group entered into a ZAR denominated bank facility of ZAR 60 million (approximately
GBP3.02 million) with Nedbank. The bank facility is repayable monthly over 36 months and attracts interest at South African Prime
Rate plus 1.75%.
GPL provided security over its debtors as well as a negative pledge over its moveable and any immovable property, with a general
notarial bond registered over all movable assets. The Company entered into a limited suretyship for ZAR 60 million, in favour of
Nedbank. A lower interest rate was granted due to the fact that GPL provided the security and a guarantee on behalf of Goldplat
Recovery (Pty) Ltd.
The IFRS 4 standard will be replaced by the IFRS 17 standard in the upcoming financial period. Under the new standard, the company
will have to fair value the benefit received from the differential between the interest rates mentioned above.
Currently, the business is evaluating the impact of IFRS 17.
48
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Notes to the Consolidated and Separate Financial Statements
4. Property, plant and equipment
Buildings
Leasehold
property
Machinery
Motor
vehicles
Office
equipment
Environ-
mental
asset
Total
Reconciliation for the year ended
30 June 2022 – Group
Balance at 1 July 2021
At cost
Accumulated depreciation
Net book value
Movements for the year ended
30 June 2022
Additions
Depreciation
Recognition of Right of Use assets
Disposals
Effect of movements in exchange rates
Property, plant and equipment at
the end of the year
Closing balance at 30 June 2022
At cost
Accumulated depreciation
Net book value
Reconciliation for the year ended
30 June 2021 - Group
Balance at 1 July 2020
At cost
Accumulated depreciation
Net book value
Movements for the year ended
30 June 2021
Additions
Depreciation
Recognition of Right of Use assets
Disposals
Effect of movements in exchange rates
Property, plant and equipment at
the end of the year
Closing balance at 30 June 2021
At cost
Accumulated depreciation
Net book value
354
(190)
164
–
(9)
–
–
(5)
150
346
(196)
150
218
(144)
74
–
(1)
–
–
(9)
64
208
(144)
64
6,205
(2,641)
3,564
828
(373)
53
(58)
(144)
3,870
6,754
(2,884)
3,870
737
(479)
258
16
(49)
166
(105)
(11)
275
646
(371)
275
64
(45)
19
6
(4)
–
–
(1)
20
65
(45)
20
727
(238)
489
–
(73)
–
(32)
–
384
695
(311)
384
Buildings
Leasehold
property
Machinery
Motor
vehicles
Office
equipment
Environ-
mental
asset
360
(170)
190
–
(18)
–
(3)
(5)
164
354
(190)
164
233
(154)
79
–
–
–
(5)
74
218
(144)
74
5,640
(2,565)
3,075
866
(408)
–
(7)
38
3,564
6,205
(2,641)
3,564
698
(503)
195
99
(51)
7
(8)
16
258
737
(479)
258
66
(49)
17
14
(4)
–
(9)
1
19
64
(45)
19
530
(186)
344
153
(37)
–
–
29
489
727
(238)
489
8,305
(3,737)
4,568
850
(509)
219
(195)
(170)
4,763
8,714
(3,951)
4,763
Total
7,527
(3,627)
3,900
1,132
(518)
7
(27)
74
4,568
8,305
(3,737)
4,568
49
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial Statements5. Intangible assets
5.1 Reconciliation of changes in intangible assets
Reconciliation for the year ended 30 June 2022 - Group
Balance at 1 July 2021
At cost
Accumulated amortisation
Net book value
Closing balance at 30 June 2022
At cost
Accumulated amortisation
Net book value
Reconciliation for the year ended 30 June 2021 - Group
Balance at 1 July 2020
At cost
Impairment
Net book value
Closing balance at 30 June 2021
At cost
Accumulated amortisation
Net book value
Impairment assessment
Mining
rights and
prepoduction
expenditure
Goodwill
4 664
–
4 664
4 664
–
4 664
4,664
5,631
(967)
4,664
4,664
–
4,664
–
–
–
–
–
–
–
145
(145)
–
–
–
–
Total
4 664
–
4 664
4 664
–
4 664
4,664
5,776
(1,112)
4,664
4,664
–
4,664
Goodwill has been assessed during the current year for any impairment and it was concluded that the goodwill is fairly valued. The
recoverable amounts of the CGU's, South Africa and Ghana, were assessed by performing a discontinued cashflow forecast model
and it was concluded that the recoverable amounts exceeded the goodwill value indicating no further impairment is required to be
recognised.
Key assumptions
The recoverable amounts for each CGU are based on value-in-use which is derived from discounted cash flow calculations. The key
assumptions applied in value-in-use calculations are those regarding forecast operating profits, gold prices and discount rates
Forecast operating profits
For all CGU’s, the Group prepared cash flow projections derived from the most recent forecast for the year ending 30 June 2023.
Forecast revenue and direct costs are based on past performance and expectations of future changes in the market, operating model
and cost base.
Growth rates and terminal values
For the medium-term and terminal value a growth rate of 0% (2021: 0%) was assumed.
Discount Rate
A pre-tax discount rates used to assess the forecast cashflows from CGU’s are derived from each CGU’s weighted average cost of
capital, taking into account specific factors relating to the country it operates in. These rates are reviewed annually by external
advisors and adjusted for the risks specific to the business being assessed and the mark in which the CGU operates. The discount
rates used during the period for South Africa and Ghana was 18.1% and 30.5% respectively.
Sensitivity analysis
A sensitivity analysis has been performed and management has concluded that no reasonably foreseeable change in the key
assumptions would result in an impairment of the goodwill of any of the Group’s CGUs. A more severe sensitivity analysis has also
been performed and management has concluded that no impairment would be required.
50
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Notes to the Consolidated and Separate Financial Statements Continued6. Investment in subsidiary or associate
6.1 Investment in subsidiary
Name of subsidiary
Current year
Holding
Prior year
Holding
Address
Gold Mineral Resources Limited
100%
Goldplat Recovery (Pty) Ltd
Goldplat Ghana Limited
Nyieme Gold SARL
Gold Recovery Brasil LTDA
Gold Recovery Peru SAC
Midas Gold SARL
GRG Tolling Limited
91%
100%
100%
100%
100%
100%
100%
100%
74%
100%
Trafalgar Court, Admiral Park, St Peter Port, Guernsey
Daveyton Road, New Modder, Benoni, 1501, South Africa
BCB Legacy House, 1 Nii Amugi Avenue, East Adabraka, Accra,
Ghana
100%
Trafalgar Court, Admiral Park, St Peter Port, Guernsey
0%
0%
100%
100%
Av. Contorno, 2905, Santa Efigenia, 30.110-915, Belo Horizonte/
Minas Gerais, Brazil
Calle Martir Jose Olaya, 129, 1101, Miraflores, Lima, 15074, Peru
Trafalgar Court, Admiral Park, St Peter Port, Guernsey
Plot A/55/4 Tema Industrial Area, Tema, Ghana
6.2 Amounts per the statements of financial position
Figures in £'000
Opening balance
Increase in investment
Impairment
Group
2022
Group
2021
1
–
–
1
1
–
–
1
Company
Company
2022
20,268
6
–
20,274
2021
9,425
14,500
(3,657)
20,268
During the period the group opened two subsidiaries, Gold Recovery Brasil and Gold Recovery Peru, in Brasil and Peru respectively.
We had limited trade and operations in these subsidiaries to date.
The investments in subsidiaries, joint ventures and associates of the company relate mainly to the investments in GMR, who in turn
holds investment in GRG and GPR.
The value of the investment by Plc in GMR and GPR was assessed separately due to these being two different cashflow units being
held by Plc. The recoverable amounts of the CGU's were assessed by performing a nett present valuation on the South African
and Ghana future cashflows and it was concluded that the recoverable amounts supported the investment in subsidaries for the
current period.
7. Non-controlling interest
During the period the Group’s subsidiary, Goldplat Recovery (Pty) Limited entered into the following transactions with its minority
shareholders. (Cross reference to related party note 29).
• On 23 August 2021 it bought back 22.35% of its shares from the minority shareholders for GBP4,412,048 and issued 4.00%
additional shares to minority shareholders for GBP789,628, which resulted in a 21.30% decrease and 4.67% increase in the
non-controlling interest respectively.
• On 13 September it bought back a further 3.65% of its shares from the minority shareholders for GBP720,536 and issued 3.65%
additional shares to minority shareholders for GBP720,536, which resulted in a 4.24% decrease and 4.24% increase in the
non-controlling interest respectively.
Immediately prior to these transactions, the carrying amount of the 26% non-controlling interest in Goldplat Recovery (Pty) Limited
was GBP14,500,794. These transactions results in a decrease in non-controlling interest in Goldplat Recovery (Pty) Limited to 9.37%.
51
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsThe net impact of these transaction is summarized per transaction and in total below:
Attributable to Owners of the Parent
Increase/
(Decrease) in
the carrying
value of the
Non-Controlling
Interest
GBP'000
Increase/
(Decrease)
in share of
foreign currency
translation loss
GBP'000
Increase/
(Decrease) in
share of retained
income
GBP'000
Total movement
attributable to
Owners of the
parent
GBP'000
(3,502)
751
(683)
683
(2,751)
(500)
110
(100)
100
(390)
(410)
(71)
62
(62)
(481)
(910)
39
(38)
38
(871)
Change in
Non-Controlling
Interest
-21%
5%
-4%
4%
Total equity
movement
GBP'000
(4,412)
790
(721)
721
(3,622)
Date
23-Aug-21
23-Aug-21
13-Sep-21
13-Sep-21
Total
As a result of these transactions the non-controlling interest decreased by GBP2,751,010 and equity attributable to owners of the
parent decreased by GBP871,409. The decrease in equity attributable to owners of the parent, was as a result of an increase in the
parent’s share of the negative foreign currency translations reserve to the value of GBP390,463, and a decrease in the parent’s share
of retained income to the value of GBP480,946.
8. Receivable on Kilimapesa sale
Figures in £'000
Receivable from Kilimapesa sale
Group
2022
698
Group
2021
664
Company
Company
2022
–
2021
–
The receivable relates to the 1% net smelter royalty on production of Kilimapesa to the maximum of USD1,500,000.
Figures in £'000
Non-current assets
Current assets
Group
2022
556
142
698
Group
2021
606
58
664
Company
Company
2022
2021
–
–
–
–
–
–
Other financial assets are recognised initially at the fair value, including transaction costs. The asset will subsequently be measured at
fair value and are grouped into levels 1 to 3 based on the degree to which the fair value is observable. The financial assets from the
Kilimapesa sale has unobservable inputs and is therefore included in level 3.
Included in the sales price of Kilimapesa is USD1,500,000 in future royalties based on the amount of gold sold by the purchaser. The
below valuation was done in order to calculate the GBP698,000 financial asset.
The amount of gold ounces sold will be dependent on various factors including capital allocation, production and sales scheduling
and capital availability on Kilimapesa mine. We used forecast in the market as at end of the period but actual results might vary
Valuation technique used
Key unobservable inputs
Fair value is determined by making the
following assumptions:
• The estimated gold sold per year
Discount rate of 13% has been applied
Gold sales: oz
• 2023: 15,000 oz
• The average gold price
• The selling costs
• 1% net smelter royalties are payable
annually
• 2024: 20,000 oz
• 2025: 20,000 oz
• 2026: 20,000 oz
• 2027: 12,099 (balancing figure to get to
USD1,500,000 in royalties)
The average gold price of 1,700 USD/oz is
used Based on historical figures provided,
an average selling cost of 5% is applied.
52
Relationship between unobservable
inputs to fair value
The higher the discount rate, the lower
the fair value.
The higher the production level, the
higher the fair value.
The higher the gold price, the higher the
value.
The higher the costs, the lower the value.
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Notes to the Consolidated and Separate Financial Statements Continued9. Investment in Caracal Gold
Figures in £'000
Opening balance - 1 July 2021
Additions
Disposals
Change in fair value recognised in profit/(loss)
Closing balance - 30 June 2022
Non-current assets
Current assets
10. Other loans and receivables
Figures in £'000
Amabubesi (Pty) Ltd
Aurelian receivable
Group
2022
–
1 367
(312)
(328)
727
–
727
727
Group
2022
–
197
197
Group
2021
Company
Company
2022
2021
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Group
2021
636
–
636
Company
Company
2022
2021
–
–
–
–
–
–
As part of the share repurchase of minority interest in GPL, the balance that was outstanding from the minorities, Amabubesi (Pty)
Ltd, for the original purchase of the shares, was repaid. However, when additional shares was issued to Aurelian, it was agreed that a
portion of the proceeds will be recoverable from future dividends. The balance outstanding has been included at discounted value of
future proceeds recoverable from dividends.
Figures in £'000
Non-current assets
Current assets
11. Inventories
Figures in £'000
Raw materials
Consumable stores
Precious metals on hand and in process
Group
2022
189
8
197
Group
2022
2,730
1,132
8,186
12,048
Group
2021
636
–
636
Group
2021
3,424
706
4,303
8,433
Company
Company
2022
2021
–
–
–
–
–
–
Company
Company
2022
2021
–
–
–
–
–
–
–
–
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of
purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Weighted
average cost is used to determine the cost of ordinarily interchangeable items.
During the period inventory (which include all production costs) expensed through the statement of profit and loss was
GBP33 228 000 (2021 – GBP29 201 000).
53
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial Statements12. Trade and other receivables
Figures in £'000
Trade receivables
Sundry debtors
Prepaid expenses
Other receivables
Value added tax
Group
2022
8,620
1
68
795
418
Group
2021
11,986
12
157
618
230
9,902
13,003
Company
Company
2022
–
–
1
–
10
11
2021
129
–
39
–
10
178
At 30 June 2022, GBP7,421,000 (2021: GBP6,910,000) of trade receivables had been sold to a provider of invoice discounting and debt
factoring services. The Group is committed to underwrite any of the debts transferred and therefore continues to recognise the debts
sold within trade receivables until the debtors repay or default. Since the trade receivables continue to be recognised, the business
model of the Group is not affected. The proceeds from transferring the debts of GBP7,421,000 (2021: GBP6,910,000) are included in
other financial liabilities until the debts are collected or the Group makes good any losses incurred by the service provider.
Movements in the allowance for doubtful debt for trade receivables are as follows:
Figures in £'000
At 1 July 2021
Current year adjustment
At 30 June 2022
Group
2022
–
14
14
Group
2021
Company
Company
2022
2021
–
–
–
–
–
–
–
–
–
There overall risk as at 30 June 2022 that the debtors will not meet their payment obligations in respect of the amount of trade
receivables recognised in the balance sheet whether past due or not and not provided, is very low.
The company uses the simplified approach for trade accounts receivable and for contract assets. The company considers a financial
asset in default when it is unlikely to receive the outstanding contractual amounts in full. The probability of default takes into
consideration financial and non-financial information about customers. The consideration is forward-looking and verified using
historical credit losses. Trade accounts receivable are assumed to be credit-impaired if it is unlikely that the customer will fulfil its
obligations.
The lifetime estimated credit loss is evaluated and applied to the outstanding trade receivables at end of the period. The estimated
credit loss was adjusted for in the current period.
The impairment allowance for bad debts are calculated using a lifetime expected credit loss model in accordance with IFRS 9. There
are no receivables subjected to a significant increase in credit loss. The actual doubtful debt allowance for the year end to June 2022
was GBP13 648 and the comparatives have not been restated.
13. Cash and cash equivalents
Figures in £'000
Cash
Balances with banks
Net cash and cash equivalents
Current assets
Group
2022
3,895
3,895
Group
2021
Company
Company
2022
2021
3,459
3,458
16
16
22
22
54
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Notes to the Consolidated and Separate Financial Statements Continued14. Share capital, premium and redemption reserve
14.1 Authorised and issued share capital
Figures in £'000
Issued
Ordinary shares
Share premium
Share reconciliation
Share Capital outstanding - beginning of the period
Issued
Repurchased
Share Capital outstanding - closing
Share Premium outstanding - beginning of the period
Issued
Repurchased
Group
2022
1,678
1,678
11,562
13,240
1,698
33
(53)
1,678
11,491
71
–
Group
2021
1,698
1,698
11,491
13,189
1,675
23
–
1,698
11,441
50
–
Company
Company
2022
2021
1,678
1,678
11,562
13,240
1,698
33
(53)
1,678
11,491
71
–
1,698
1,698
11,491
13,189
1,675
23
–
1,698
11,441
50
–
Share Premium outstanding - closing
11,562
11,491
11,562
11,491
14.2 Additional disclosures
Shares issued from issued exercised
During the current year, additional shares were issued to current shareholders resulting in an increase in share capital and premium.
The transactions are detailed below:
Previous employee
Previous employee
Gerard Kisbey Green (Director)
Shares repurchased
Date
6-Aug-21
13-Apr-22
6-Aug-22
Share
Capital
Movement
Share
Premium
Movement
10,000
10,000
13,333
21,250
21,250
28,333
During the period the company repurchased 5 325 000 number of shares, which was held in treasury, until it was subsequently
cancelled. No shares is held in treasury at the balance sheet date. Share capital of GBP 53 000 has been transferred to a capital
redemption reserve.
Capital Redemption Reserve
During the period the company repurchased 5 325 000 number of shares and value of GBP 53 000 incurred was transferred to this
reserve (GBP 53 000 from Share Capital).
15. Reserves
Ordinary shares
All shares rank equally with regard to the Company’s residual assets. The holders of ordinary shares are entitled to receive dividends
as declared from time to time and are entitled to one vote per share at meetings of the Company.
Share premium
Represents excess paid above nominal value on historical shares issued.
Exchange reserve
The exchange reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign
operations.
55
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsNon-controlling interest
Relates to the portion of equity owned by minority shareholders.
Capital Redemption Reserve
Portion of share capital repurchased by the Company.
16. Provisions
Figures in £'000
Balance at 1 July 2021
Increase in provision
Effect of foreign exchange movements
Balance at 30 June 2022
Balance at 1 July 2020
Increase in provision
Effect of foreign exchange movements
Balance at 30 June 2021
Non-current portion
Current portion
Total provisions
Environmental
Other
787
23
1
811
549
185
53
787
–
208
–
208
–
–
–
–
Total
787
231
1
1,019
549
185
53
787
811
208
1,019
In terms of section 54 of the regulations of the Minerals Resource and Petroleum Act of 2002, in South Africa, a Quantum of
Financial Provisioning is required for activities performed under mining lease. Quantum of Financial Provisioning requires a detailed
itemization of actual costs relating to the premature closure, decommissioning and final closure and post closure management.
The Company makes use of an independent consultant to calculate the detail itemized actual current costs for rehabilitation and
to evaluate any critical estimates and assumptions. The Quantum of Financial Provisioning has been approved by Department of
Minerals Resources in South Africa. The Company has insured the obligation and has ceded the proceeds from the policy to the
Department of Minerals Resources. During the current year, the provision held in GPR was reassessed by using an external expert
and it was concluded that due to the additional capital expenditure that has taken place over the financial period, the provision had
to be increased to account for the additional capital incurred.
Other provision relate to certain tax claims in the Group subsidiaries. The Group is still contesting these claims, however after
engagement with specialist on the matter has raised a provision.
17. Deferred tax
The analysis of deferred tax assets and deferred tax liabilities is as follows:
Figures in £'000
Deferred tax liabilities:
- Deferred tax liability to be recovered within 12 months
Net deferred tax liabilities
Group
2022
(1,013)
(1,013)
(1,013)
Group
2021
(792)
(792)
(792)
Company
Company
2022
2021
–
–
–
–
–
–
56
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Notes to the Consolidated and Separate Financial Statements ContinuedGroup
Opening balance at 1 July 2021
Current charge - temporary difference
Effect of foreign exchange movements
Closing balance at 30 June 2022
Opening balance at 1 July 2020
Current charge - temporary difference
Effect of foreign exchange movements
Closing balance at 30 June 2021
Comprising:
2022
Capital allowances
Unrelieved tax losses and provisions
2021
Capital allowances
Unrelieved tax losses and provisions
18. Interest Bearing Borrowings
Figures in £'000
Interest Bearing Borrowings
Non-current portion of interest bearing borrowings
Current portion of interest bearing borrowings
Deferred tax
(822)
(236)
45
(1,013)
(919)
199
(72)
(792)
2022
1,160
(147)
1,013
1,032
(240)
792
Group
2022
2,395
1,417
978
2,395
Group
2021
Company
Company
2022
2021
33
–
33
33
–
–
–
–
–
–
–
–
During the period , through GPL, the Group entered into a ZAR denominated bank facility of ZAR 60 million (approximately GBP3.02
million) with Nedbank, to finance the repurchase of shares from minorities in South Africa. The bank facility is repayable monthly over
36 months and attracts interest at South African Prime Rate plus 1.75%.
GPL provided security over its debtors as well as a negative pledge over its moveable and any immovable property, with a general
notarial bond registered over all movable assets. The Company entered into a limited suretyship for ZAR 60 million, in favour of
Nedbank. The facility is subject to various covenants, requiring certain levels of free cashflow, profitability, solvency and equity levels.
Security provided by GPL:
For the obligations of Goldplat Recovery (Pty) Ltd, the following will apply:
i.
A security session of cession of all present and future debtors; and
ii. A Negative Pledge over moveable and any immovable property by Goldplat Recovery (Pty) Ltd.
iii. Limited suretyships of R 60 million (sixty million rand) (incorporating cessions of claims), in favour of Nedbank, by Goldplat Plc.
iv. The registration of a general notarial bond over all moveable assets, reflecting Goldplat Recovery (Pty) Ltd as mortgagor and
Nedbank as mortgagee, of R60 million (sixty million rand).
v. The security will be required as continuing security for all the Borrower Facilities of which the Borrower avails itself to from time to
time and for the obligations of every Security Provider (as defined below), where applicable.
vi. For the purposes of this Facility Letter, any party other than the Borrower who provides security as described above will be
referred to as a ‘Security Provider’.
57
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial Statements19. Lease liabilities
19.1 Lease liabilities comprise:
Figures in £'000
Lease obligation
Plant, machinery and motor vehicles
Opening balance on 1 July
Additions
Interest expense
Lease payment
Foreign exchange movements
Closing balance on 30 June
Non-current liabilities
Current liabilities
19.2 Right of use asset
Figures in £'000
Plant, machinery and motor vehicles
Opening balance on 1 July
Additions
Amortisation
Disposals
Transferred to Property, Plant & Equipment
Foreign exchange movements
Closing balance on 30 June
Group
2022
370
403
333
21
(388)
1
370
111
259
370
Group
2021
403
351
247
21
(296)
80
403
110
293
403
Company
Company
2022
2021
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Group
2022
Group
2021
574
299
(76)
–
(219)
(2)
576
356
259
(59)
(7)
–
25
574
The average lease term is 2 years. For the year ended 30 June 2022, the average effective borrowing rate was 7.50%. Interest rates are
variable over the lease term and vary according to the South African prime interest rate. The Group’s lease liabilities are secured over
the leased assets.
20. Trade and other payables
Figures in £'000
Trade creditors
Anumso license accrual
Accrued liabilities
Invoice financing creditor
Group
2022
2,543
369
4,638
7,421
Group
2021
2,425
369
5,741
6,910
Total trade and other payables
14,971
15,445
21. Financial Assets and Liabilities
Carrying amount of financial assets by category
Figures in £'000
Year ended 30 June 2022 - Group
Receivable on Kilimapesa sale (Note 8)
Other loans and receivables (Note 10)
Trade and other receivables excluding non-financial assets (Note 12)
Cash and cash equivalents (Note 13)
58
Company
Company
2022
2021
87
–
–
8
95
At amortised
cost
698
197
9,277
3,895
14,067
72
–
–
41
113
Total
698
197
9,277
3,895
14,067
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Notes to the Consolidated and Separate Financial Statements ContinuedFigures in £'000
Year ended 30 June 2021 - Group
Other financial assets (Note 8)
Other loans and receivables (Note 10)
Trade and other receivables excluding non-financial assets (Note 12)
Cash and cash equivalents (Note 13)
Carrying amount of financial liabilities by category
Figures in £'000
Year ended 30 June 2022 - Group
Interest Bearing Borrowings (Note 18)
Lease liabilities (Note 19)
Trade and other payables excluding non-financial liabilities (Note 20)
Figures in £'000
Year ended 30 June 2021 - Group
Interest Bearing Borrowings (Note 18)
Lease liabilities (Note 19)
Trade and other payables excluding non-financial liabilities (Note 20)
22. Revenue
Figures in £'000
Sale of precious metals - Recovery operations
Processing fees charged to customers
Total revenue
Major customer
Revenues for the recovery operations were mainly derived from 4 different customers as indicated below
Figures in £'000
South African Recovery Operations
Customer 1
Customer 2
Customer 3
Customer 4
Total
West African Recovery Operations
Customer 2
Customer 3
Customer 4
Total
2022
%
0%
19%
46%
35%
Value
–
4,138
9,859
7,522
100%
21,519
5%
24%
71%
100%
957
5,292
15,454
21,703
At amortised
cost
664
636
12,604
3,459
17,363
At amortised
cost
2,395
370
7,549
10,314
At amortised
cost
33
403
8,535
8,971
Group
2022
42,783
439
43,222
2021
%
4%
15%
61%
19%
100%
12%
23%
65%
100%
Total
664
636
12,604
3,459
17,363
Total
2,395
370
7,549
10,314
Total
33
403
8,535
8,971
Group
2021
34,855
545
35,400
Value
753
2,667
10,799
3,403
17,622
2,092
4,130
11,556
17,778
59
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial Statements23. Employee benefits expense
Figures in £'000
Wages and salaries
Performance based payments
National insurance and unemployment fund
Skills development levy
Medical aid contributions
Group life contributions
Provident funds
Total
The average number of employees (including directors) during the period was:
Directors
Administrative personnel
Production personnel
Directors emoluments
2022
Wages and salaries
Fees
Other benefits
Total
2021
Wages and salaries
Fees
Other benefits
Total
Group
2022
4,009
424
57
37
36
58
53
Group
2021
3,938
257
19
29
31
61
61
4,674
4,397
7
26
394
427
7
22
342
371
Executive
Non-executive
Total
181
–
3
184
407
–
9
416
–
149
–
149
–
103
–
103
2022
184
181
149
3
333
407
103
9
519
2021
168
Emoluments disclosed above include the following amounts paid to the highest director:
Emoluments for qualifying services
Key management Apart from the Directors, the emoluments paid to key management personnel amounted to 2022 : £806,000
(2021: £603,000).
24. Administrative expenses
Expenses by nature
Depreciation expense
Auditor's remuneration
- Audit of parent and consolidation
- Audit of subsidiaries
Loss on disposal of property, plant and equipment
25. Finance costs
Figures in £'000
Bank overdraft and creditors
Interest on finance leases
Interest expense on borrowings
Foreign exchange movement
Total finance costs
60
Group
2022
511
94
27
4
Group
2022
452
20
184
1,228
1,884
Group
2021
518
55
40
11
Group
2021
235
21
110
543
909
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Notes to the Consolidated and Separate Financial Statements Continued26. Income tax expense - continuing operations
26.1 Income tax recognised in profit or loss:
Figures in £'000
Current tax
Current year
Witholding tax on dividends paid by subsidiaries
Total current tax
Deferred tax
Originating and reversing temporary differences
Deferred tax rate adjustment
Total deferred tax
Total income tax expense from continuing operations
26.2 The income tax for the year can be reconciled to the accounting profit / (loss) as follows:
Figures in £'000
Profit before tax from operations
Income tax calculated at 19.0%
Tax effect of
Expenses not deductible for tax purposes
Effect of higher tax levied on overseas subsidiaries
Tax losses incurred on overseas subsidiaries
Prior year mining tax rate adjustment
Witholding tax on dividends paid by subsidiaries
Under provision for provisional tax
Unwinding due to BEE charge
Tax charge
Group
2022
Group
2021
1,566
71
1,637
183
48
231
1,868
Group
2022
5,831
1,108
47
296
361
(80)
71
42
23
1,868
1,006
80
1,086
(10)
(173)
(183)
903
Group
2021
3,652
694
22
30
233
(174)
80
18
–
903
The Group two main operating and tax paying entities is Goldplat Recovery (Pty) Limited and Gold Recovery Ghana Limited.
Goldplat Recovery (Pty) Limited income tax rate is calculated using a formula tax rate which is calculated use its profit margins and
capital spend during the period. Any changes, year to year, on the tax rate calculated using this formula, will result in changes in
the income tax rate at which it is assessed based on that periods profits, but also will change the income tax rate use to assess our
deferred tax liability.
We currently do not foresee any changes in the income tax rate for Gold Recovery Ghana Limited.
Please note that no deferred tax asset was raised on the tax losses incurred on overseas subsidiaries. A portion relates to GMR of
which the tax rate is 0% and a portion relates to PLC where there is no indication of future taxable income.
27. Earnings per share
27.1 Basic earnings per share
The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:
Figures in £'000
Earnings used in the calculation of basic earnings per share for continuing operations
Group
2022
3,555
Group
2021
2,249
Weighted average number of ordinary shares used in the calculation of basic earnings per share
171,018
169,774
61
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsNotes to the Consolidated and Separate Financial Statements
Continued
27.2 Diluted earnings per share
The earnings used in the calculation of diluted earnings per share are as follows:
Figures in £'000
Earnings used in the calculation of basic earnings per share for continuing operations
Earnings used in the calculation of basic earnings per share from discontinuing operations
The weighted average number of ordinary shares for the purpose of diluted earnings per share reconciles
to the weighted average number of ordinary shares used in the calculation of basic earnings per share as
follows:
Group
2022
3,555
–
Group
2021
2,249
(570)
Weighted average number of ordinary shares used in the calculation of basic earnings per share
Adjusted for – Dilutive effect of share options
Weighted average number of ordinary shares used in the calculation of diluted earnings per share
171,018
2,039
173,057
169,774
787
170,561
28. Segment information
28.1 General information
For each segment, the Group’s CEO (the chief operating decision maker) reviews internal management reports on at least a quarterly
basis. The following summary describes the operations in each of the Group’s reportable segments.
• South African Recovery operations. Includes the recovery of precious metals from metallurgical challenging materials and the
processing of ore, sourced from other mining operations in South Africa. These products often represent an environmental
challenge to the primary producer and are processed in a responsible manner by the company.
• West African Recovery Operations. Includes the recovery of precious metals from metallurgical challenging materials and the
processing of ore, sourced from other mining operations in West Africa as well as South America.
• Administration - Includes activities conducted by holding companies in relation to the group and its subsidiaries.
There are varying levels of integration between the three reportable segments. This integration includes the sale of precious
metals from the Ghana recovery operation to the South African recovery operation, and the supply of goods and services by the
South African subsidiary to all group operations. Information regarding the results of each reportable segment is included below.
Performance is measured based on segment profit before tax, as included in the internal management reports that are viewed by the
Group’s CEO. Segment profit is used to measure performance as management believes that such information is the most relevant in
evaluating the results of certain segments relative to other entities that operate within these industries.
28.2 Segment revenues
Figures in £'000
Year ended 30 June 2022
South African Recovery Operations
West African Recovery Operations
Group revenue
Year ended 30 June 2021
South African Recovery Operations
West African Recovery Operations
Group revenue
62
Group 2022
Total segment
revenue
21,519
21,703
43,222
17,622
17,778
35,400
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Depreciation
for continued
operations
Finance and
Forex cost for
continued
operations
Finance and
Forex income
for continued
operations
Reportable
segment
profit/(loss)
before tax for
continued
operations
Taxation
Discontinued
operations
28.3 Other incomes and expenses
Figures in £'000
Year ended 30 June 2022
South African Recovery Operations
West African Recovery Operations
Mining and Exploration
Administration
Intercompany trade and consolidation
journals
(451)
(132)
–
–
–
(672)
(551)
(4)
(562)
162
Total other incomes and expenses
(583)
(1,627)
Year ended 30 June 2021
South African Recovery Operations
West African Recovery Operations
Mining and Exploration
Administration
Intercompany trade and consolidation
journals
(379)
(140)
–
–
–
Total other incomes and expenses
(519)
(991)
(193)
–
114
161
(909)
28.4 Assets and liabilities
Figures in £'000
Year ended 30 June 2022
South African Recovery Operations
West African Recovery Operations
Administration
Intercompany trade and consolidation journals
Total assets and liabilities
Year ended 30 June 2021
South African Recovery Operations
West African Recovery Operations
Administration
Intercompany trade and consolidation journals
Total assets and liabilities
546
(657)
1
–
(146)
(256)
125
–
–
41
(166)
–
4,648
3,089
(58)
3,667
(5,514)
(1,291)
(463)
(3)
(69)
(42)
5,832
(1,868)
2,358
2,122
–
(3,987)
3,159
3,652
(435)
(383)
–
(85)
–
(903)
–
–
–
–
–
–
–
–
(570)
–
–
(570)
Segment total
assets
Segment total
liabilities
21,661
11,569
20,825
(16,484)
37,571
21,076
10,111
21,127
(16,312)
36,002
9,510
9,734
92
431
19,767
7,135
9,813
367
273
17,588
63
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsNotes to the Consolidated and Separate Financial Statements
Continued
29. Related parties
Other related parties
Entity name
Gold Mineral Resources Limited
Goldplat Recovery (Pty) Ltd
Goldplat Ghana Limited
Anumso Gold Limited
Nyieme Gold SARL
Midas Gold SARL
Gold Recovery Brasil Recuperacao
Gold Recovery Peru SAC
GRG Tolling Ltd
2022 Holding
2021 Holding
100%
91%
100%
100%
100%
100%
100%
100%
100%
Direct
Direct
Indirect
Indirect
Indirect
Indirect
Direct
Indirect
Indirect
100%
74%
100%
100%
100%
100%
0%
0%
100%
2022
334
489
(120)
1
1
–
138
275
15
149
Direct
Direct
Indirect
Indirect
Indirect
Indirect
Indirect
2021
332
136
(125)
4
9
413
0
0
0
98
Major inter-company transactions
Nature of transaction
Goldplat Recovery to Gold Recovery Ghana
Goods, equipment and services supplied
Goldplat Recovery to Gold Mineral Resources
Goods, equipment and services supplied
Goldplat Recovery to Gold Mineral Resources
Interest received
Goldplat Recovery to NMT Capital
Goldplat Recovery to NMT Group
Management fees
Managements fees
Goldplat Plc to Gold Mineral Resources
Management fees
Goldplat Recovery to Aurelian Capital
Trade and other payables
Goldplat Recovery to Aurelian Capital
Dividends Receivable - Aurelian
Goldplat Recovery to Aurelian Capital
Management fees
Goldplat Plc
Directors
Related Party Transactions with Mr Sango Ntsaluba
In the current period, the directors decided to increase the Group's interest in GPL, its principal operating subsidiary, from 74% to
90.63% through the buy-back by GPL of GPL shares from its minority shareholders. GPL has issued 4.90% shares in GPL (after the
share repurchase) to Aurelian, a company controlled by Mr Sango Ntsaluba, in order to maintain a BEE partner in GPL and to reduce
the cost to the Group of the share repurchase transaction.
After the completion of above transactions and cancellation of the repurchased shares, the Group held 90.63% of GPL (an increase
of 16.63%), Amabubesi held 4.47% and Aurelian 4.90%. Subsequent to above, Amabubesi's remaining shares were repurchased and
shares to the same amount and value issued to Aurelian. Aurelian is therefore the only minority partner in South Africa and holds
9.37% of GPL.
By virtue of their size and because Mr Ntsaluba is both a director of Goldplat and a major shareholder of Amabubesi and
Dartingo(the two minority shareholders at that time), both the share repurchases by GPL of 22.33% of shares held by Amabubesi
and Dartingo and the subsequent issue by GPL of shares to Aurelian constituted related party transactions under Rule 13 of the AIM
Rules for Companies. The independent directors, being the Goldplat board members with the exception of Mr Ntsaluba, consider,
having consulted with the Company's Nominated Adviser, Grant Thornton UK LLP, that the terms of the transactions were fair and
reasonable insofar as Goldplat's shareholders are concerned.
30. Subsequent events
There are no events subsequent to 30 June 2022 that will have a material effect on the consolidated financial statements.
64
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 202231. Going concern
The directors assessed that the Group is able to continue in business for the foreseeable future with neither the intention nor the
necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations and thus adopted the
going concern basis in preparing these financial statements.
The assessment of the going concern assumption involves judgement, at a particular point in time, about the future outcome of
events or conditions which are inherently uncertain. The judgement made by the directors included the availability of and the
ability to secure material for processing at its plants in South Africa and Ghana, the impact of loss of key management, outlook of
commodity prices and exchange rates in the short to medium term and changes to regulatory and licensing conditions.
During the period the Group maintained all our suppliers in South Africa and Ghana for by-product material and also increased
our footprint in the South American market. Further progress has been made in securing additional contracts in West Africa. With
the secured supplier base and more than 5 years of surface sources on site or on contract, management believes that it will be in a
position to operate sustainably for the foreseeable future.
During the period the Department of Water and Sanitation of the Republic of South Africa has authorised the water use by GPL,
which includes the abstraction and use of water in its recovery processes and the impact of its disposal of tailings on a new tailings'
storage facility (“TSF”), according to the conditions set out in the license, which is valid for 12 years.
The new TSF is expected to have sufficient capacity to store the tailings we will produce in our current operations for the next seven years.
A reverse stress test indicated that the business, alongside certain mitigating actions, which are in fully in control of the directors,
would be capable of withstanding reduction of Group cashflow to negative GBP400,000 and still maintain it commitments over the
next 24 month period. This is a position the directors are confident it can maintain during the medium term.
However, to assess the ability of the Group to continue as a going concern, management also need to assess GPL ability to meet all
relevant covenants, for the foreseeable future, in regards with the South African Rand Denominated bank facility of ZAR60 million.
Per this GPL is most sensitive to changes in its free cashflow and without assistance from the Group, will need to maintain its free
cashflow at a minimum of 40% of forecasted levels to ensure it meets relevant free cashflow to debt covers. This is a position the
directors are confident it can maintain during the medium term.
At the statement of financial position date, GPL still had GBP2.4 million outstanding on the facility and required to pay back circa
GBP96,000 per month. At the reporting date, the balance outstanding to Nedbank was GBP2m.
The Group also assessed the impact of another Covid-19 pandemic, the war in Ukraine and current high inflationary environment or
something similar might have on the business.
We gained significant experience from the Covid-19 pandemic, in terms of the potential operation impact, the regulatory responses in
jurisdictions we operate and on our community and staff. The Group operations was classified as an essential service provider during
the shut-down caused by Covid-19, which meant that the operations could continue with limited impact on its operations.
Apart from the indirect impacts of the war in Ukraine had on prices increases and relating high inflation, the Group operations
is not impacted directly by the unfortunate events in the Ukraine itself. The price increases has had an impact in the increases in
consumables, chemicals, fuel, electricity and other costs and we foresee that this will continue in the medium terms. The factors
however has had a limited impact on the sourcing and cost of the material we procure, as well as the market we sell the precious
metals into, apart from increases in transport and shipping costs.
In light of current trading and revised forecasts, the Directors have assessed the possible downturn in operating margin and free
cashflow and the impact of such potential downturns our ability to operate and the likelihood of such events to incur. The directors
believe that combined likelihood of these events to occur or level of its impact to be low. The directors believe there is no material
uncertainty in this regard and concluded that it does not impact the basis of preparation of the financial statements.
The going concern period reviewed by the directors was the 24 month period to December 2024 as that is reliably how far the Board
can forecast given the sourcing risk involved.
65
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsNotes to the Consolidated and Separate Financial Statements
Continued
32. Financial risk management
The Group is exposed through its operations to the following financial risks:
• Credit risk
• Interest rate risk
• Foreign exchange risk
• Gold price risk, and
• Liquidity risk
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note
describes the Group's objectives, policies and processes 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.
There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes
for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.
(i) Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
• Trade receivables
• Cash and cash equivalents
• Investments in quoted and unquoted equity securities
• Trade and other payables
• Bank overdrafts
• Floating-rate bank loans
(ii) Financial instruments by category
Financial assets
Receivable on Kilimapesa sale (Note 8)
Other loans and receivables (Note 10)
Trade and other receivables excluding non- financial assets (Note 12)
Cash and cash equivalents (Note 13)
Total financial assets
Financial liabilities
Trade and other payables (Note 20)
Interest bearing borrowings(Note 18)
Total financial liabilities
Fair value through profit or loss
Amortised cost
2022
GBP'000
2021
GBP'000
–
–
–
–
–
–
636
–
–
636
2022
GBP'000
698
197
9,340
3,895
14,130
Fair value through profit or loss
Amortised cost
2022
GBP'000
2021
GBP'000
–
–
–
–
–
–
2022
GBP'000
15,033
978
16,011
2021
GBP'000
664
–
12,604
3,459
16,727
2021
GBP'000
15,445
33
15,478
(iii) Financial instruments not measured at fair value
Financial instruments not measured at fair value includes cash and cash equivalents, trade and other receivables, trade and other
payables, and loans and borrowings. Due to their short-term nature, the carrying value of cash and cash equivalents, trade and other
receivables, and trade and other payables approximates their fair value.
66
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022General objectives, policies and processes
The Board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst
retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the
effective implementation of the objectives and policies to the Group's finance function. The Board receives monthly reports through
which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's
competitiveness and flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations. The Group is mainly exposed to credit risk from sales to large refiners and smelters.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial
institutions, only reputable banks in the jurisdiction we operated are used.
Further disclosures regarding trade and other receivables, which are neither past due nor impaired, are provided in note 12.
Cash in bank
A significant amount of cash is held with the following institutions:
30 June 2022
30 June 2021
Cash at bank
Cash at bank
Rating
GBP'000
Rating
GBP'000
Nedbank Limited
First National Bank Ghana Limited
Stanbic Bank Ghana Limited
BICIAB
Barclays Bank Limited
HSBC UK PLC
BBVA BANCO CONTINENTAL
ITAÚ UNIBANCO S.A.
Cash on hand
Note 13
773
2,879
6
–
154
15
3
51
14
3,895
2,259
–
1,052
–
115
22
–
–
–
3,448
At the reporting date the board does not expect any losses from non-performance by the counterparties. For all financial assets to
which the impairment requirements have not been applied, the carrying amount represents the maximum exposure to credit loss.
Market risk
Market risk arises from the Group's use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the
fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), foreign
exchange rates (currency risk) or other market factors, specifically the price of gold.
Interest rate risk
The Group is exposed to cash flow interest rate risk from long-term borrowings and finance leases at variable rate. Due to the low net
debt-to-cash and net debt-to-equity ratio the board sees as this exposure to me limited and hence have not fixed any of the variable
rates it is exposed to.
During 2022 and 2021, the Group's borrowings at variable rate were mainly denominated in ZAR.
Foreign exchange risk
Foreign exchange risk arises when individual Group entities enter into transactions denominated in a currency other than their
functional currency. The Group's policy allows group entities to settle liabilities denominated in their functional currency or other
functional currency with the cash generated from their own operations in the respective currencies.
The Group is predominantly exposed to currency risk on purchases and sales made from a major supplier based in USD.
67
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p
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d
i
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o
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'
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Goldplat PLC / Annual Report and Accounts 2022
Notes to the Consolidated and Separate Financial Statements
Continued
As of 30 June the Group's net exposure to foreign exchange risk was as follows:
GBP
GHS
Functional currency of
individual entity
ZAR
Total
30 June
2022
GBP'000
30 June
2021
GBP'000
30 June
2022
GBP'000
30 June
2021
GBP'000
30 June
2022
GBP'000
30 June
2021
GBP'000
30 June
2022
GBP'000
30 June
2021
GBP'000
Net foreign currency financial
assets/(liabilities)
USD
Total net exposure
887
887
785
785
2,426
2,426
4,502
4,502
3,457
3,457
2,909
2,909
6,770
6,770
8,196
8,196
The Group highest exposure is against the USD, specifically between the USD and GHS, as well as USD and ZAR.
The effect of a 20% strengthening or weakening of the USD against GHS and ZAR at the reporting date on the USD denominated net
foreign currency financial assets/(liabilities), at that date would, all other variables held constant, on the post-tax profit for the year
and decrease of net assets as been set-out below.
GBP
GHS
Functional currency of
individual entity
ZAR
Total
30 June
2022
GBP'000
30 June
2021
GBP'000
30 June
2022
GBP'000
30 June
2021
GBP'000
30 June
2022
GBP'000
30 June
2021
GBP'000
30 June
2022
GBP'000
30 June
2021
GBP'000
177
177
(177)
(177)
157
157
(157)
(157)
412
412
(412)
(412)
765
765
(765)
(765)
520
520
(520)
(520)
445
445
(445)
(445)
1,110
1,110
(1,110)
(1,110)
1,368
1,368
(1,368)
(1,368)
20% Strengthening of the USD
-Post-tax profit Increase
- Net Asset Increase
20% Weakening of the USD
-Post-tax profit Increase
- Net Asset Increase
Gold price risk
Some of the Group financial assets and liabilities valuation is link to the price of gold and the future cashflows relating to these
assets and liabilities remain exposed to the fluctuation in the gold price. The Group does not enter into gold contracts to manage the
exposure to the fluctuation in Gold Prices, but aim to settle suppliers at similar gold prices than what it received, where possible. The
exposure to gold price and the level of such exposure will be different from contract to contract.
As of 30 June the Group's net exposure to Gold Price risk was as follows:
Financial assets exposed to gold price risk
Financial liabilities exposed to gold price risk
Total net exposure
GBP
30 June 2022
GBP'000
30 June 2021
GBP'000
10,807
(8,298)
2,509
10,518
(5,466)
5,052
The effect of a 20% strengthening or weakening of the Gold Price at the reporting date net foreign currency financial assets/(liabilities)
exposed to gold price, at that date would, all other variables held constant, on the post-tax profit for the year and decrease of net assets
as been set-out below:
20% Strengthening of the Gold price
– Post-tax profit Increase
– Post-tax profit Increase
20% Weakening of the Gold price
– Post-tax profit Increase
– Post-tax profit Increase
68
30 June 2022
GBP'000
30 June 2021
GBP'000
370
370
(370)
(370)
832
832
(832)
(832)
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022Liquidity Risk
Liquidity risk arises from the Group's management of working capital and the finance charges and principal repayments on its debt
instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group's
policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it
seeks to maintain cash balances (or agreed facilities) to meet expected requirements.
The Board receives rolling 3 to 6 months cash flow projections on a monthly basis as well as information regarding cash balances.
At the end of the financial year, these projections indicated that the Group expected to have sufficient liquid resources to meet its
obligations under all reasonably expected circumstances.
The liquidity risk of each group entity is managed independently by the entity and Group management. The liquidity requirements
fluctuate continuously based on volume and value of contract signed or in the pipeline, as well as the terms of the contracts.
The liquidity requirements need to therefore be managed per contract and trading requirements and cannot just be forecasted
12 months in advance.
The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:
At 30 June 2022
Trade and other Payables
Loans and borrowings
Lease liabilities
Total
At 30 June 2021
Trade and other Payables
Loans and borrowings
Lease liabilities
Total
Capital Disclosures
Up to 3 Months
GBP'000
Between
3 and 12 months
GBP'000
Between
1 and 2 years
GBP'000
Between
2 and 3 years
GBP'000
15,033
244
65
15,342
–
734
194
928
–
1,261
108
1,369
–
156
2
158
Up to 3 Months
GBP'000
Between
3 and 12 months
GBP'000
Between
1 and 2 years
GBP'000
Between
2 and 3 years
GBP'000
15,445
33
73
15,551
–
–
220
220
–
–
104
104
–
–
6
6
The Group monitors "adjusted capital" which comprises all components of equity (i.e. share capital, share premium, non-controlling
interest, retained earnings, and revaluation reserve).
The Group's objectives when maintaining capital are:
"to safeguard the entity's ability to continue as a going concern, so that it can continue toprovide returns for shareholders and
benefits for other stakeholders, andto"
"to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk."
The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and makes
adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to
maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares, or sell assets to reduce debt.
Due to the nature of the business the Group’s, the Group's strategy is to preserve a strong cash base and maintain low/negative
debt-to-capital ratios. The cash requirements is managed on subsidiary level based on cash requirements in regards with
trading activities.
As a result, the debt-to-capital ratios at 30 June 2022 and at 30 June 2021 remains negative and were as follows:
Loans and borrowings
Lease liabilities
Less: cash and cash equivalents
Net debt
Total equity
Debt to adjusted capital ratio
30 June 2022
30 June 2021
GBP'000
GBP'000
2,395
370
(3,895)
(1,130)
16,862
-7%
33
403
(3,459)
(3,023)
14,777
-20%
69
Operations and Finance ReportGoldplat PLC / Annual Report and Accounts 2022Chairman's StatementThe BoardDirectors' ReportStrategic ReportIndependent Auditor's ReportFinancial StatementsNotes to the Consolidated and Separate Financial Statements
Continued
33. Cash flows from operating activities
Figures in £'000
Profit / (loss) for the year
Adjustments for:
Income tax expense
Finance income
Finance Expense
Depreciation
Amortisation of right-of-use asset
Increase in value of receivable of kilimapesa sale
Provisions
Loss on sale of property, plant and equipment
Loss on sale of discontinued operation
Foreign Translation Movements
Share–based payment expense
Change in operating assets and liabilities:
Adjustments for increase in inventories
Adjustments for decrease / (increase) in trade and other receivables
Adjustments for increase / (decrease) in trade and other payables
Adjustments for increase in provisions
Net cash flows from operations
Significant non-cash transactions from investing activities are as follows:
Group
2022
3,963
1,868
–
1,884
509
76
7
–
53
–
101
11
(4,473)
1,191
1,049
232
6,471
Group
2021
2,179
Company
2022
Company
2021
4,286
(3,540)
903
–
909
518
59
–
85
11
186
894
–
(2,001)
(7,446)
7,980
–
4,277
69
–
41
–
–
–
–
–
–
–
–
–
167
(27)
–
4,536
5
(107)
8
–
–
–
–
–
–
–
3 657
–
(15)
(81)
–
(73)
2022
GBP'000
2021
GBP'000
2022
GBP'000
2021
GBP'000
Acquisition of Right-of-Use Assets
Depreciation on property, plant & equipment
Transfers of Right-of-Use Assets to property, plant & equipment
299
509
219
259
518
9
–
–
–
–
–
–
–
–
Non-cash transactions from financing activities are shown in the reconciliation of liabilities from financing transactions overleaf.
34. Ultimate controlling party
Goldplat PLC is a listed entity and the shares are held by various shareholders, none of it more than 30% and therefore, no ultimate
controlling entity exists.
70
FINANCIAL STATEMENTSGoldplat PLC / Annual Report and Accounts 2022General Information
Company Number
05340664
Directors
Registered Office
Auditors
Company Secretary
Registrars
Werner Klingenberg
Sango Ntsaluba
Gerard Kisbey Green
Martin Ooi
Gerard Kemp
Salisbury House, London Wall
London, EC2M 5PS,
United Kingdom
BDO LLP
55 Baker Street
W1U 7EU
United Kingdom
Stephen Ronaldson
Salisbury House, London Wall,
London EC2M 5PS
United Kingdom
Share Registrars Limited
3 The Millennium Centre
Crosby Way
Farnham
GU9 7XX
United Kingdom
Website
www.goldplat.com
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Goldplat PLC / Annual Report and Accounts 2022
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Notes
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Perivan 264897
Goldplat PLC / Annual Report and Accounts 2022REGISTERED OFFICE
Salisbury House, London Wall,
London, EC2M 5PS,
United Kingdom
Email: info@goldplat.com
WWW.GOLDPLAT.COM
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