Company Information
Strategic Report
Chairman’s Statement
Operational Review
Finance Review
Report of the Directors
Remuneration Report
Independent Auditor’s Report
Consolidated Statement of Comprehensive Income
Consolidated and Parent Company Statement of Financial Position
Consolidated Statement of Changes in Equity
Parent Company Statement of Changes in Equity
Consolidated and Parent Company Statements of Cash Flows
Principal Accounting Policies
Notes to the Financial Statements
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DIRECTORS
Bernard Aylward
Charles Joseland
Robert Wooldridge
Qingtao Zeng
COUNTRY OF INCOPORATION
England and Wales
SECRETARY
REGISTERED NUMBER
Weaver Financial Limited
07220790
Stapeley House
London Road
Nantwich CW5 7JW
REGISTERED OFFICE
SOLICITORS
AUDITOR
Prince Frederick House
35-39 Maddox Street
London W1S 2PP
Fieldfisher LLP
Riverbank House
2 Swan Lane
London EC4R 3TT
RSM UK Audit LLP
25 Farringdon Street
London EC4A 4AB
NOMINATED ADVISER
Allenby Capital Limited
5 St Helen’s Place
London EC3A 6AB
FINANCIAL
ADVISER & BROKER
SHARE REGISTRARS
Share Registrars Limited
SP Angel Corporate Finance LLP
3 The Millennium Centre
Prince Frederick House
35-39 Maddox Street
London W1S 2PP
Crosby Way
Farnham
Surrey GU9 7XX
STRATEGIC REPORT - For the year ended 31 March 2022
CHAIRMAN’S STATEMENT
I am pleased to present the Annual Report of Kodal Minerals plc for the year ended 31 March 2022.
Kodal continues to make excellent
progress towards achieving its overarching
objective of bringing its flagship lithium
project in Bougouni, Mali (“Bougouni
Lithium Project” or “the Project”) to
fruition. During this financial year, and
continuing in subsequent months, Kodal
has taken the necessary steps to lay the
technical and commercial foundations of
the Project, together with the mandatory
permitting obligations, and we are now
tantalisingly close to pushing forward
into financing and construction.
Indeed, the backdrop of the lithium
market over recent months has provided
a significant tailwind, supporting our
commercial and financing discussions.
The Company is continuing to review
and discuss potential opportunities for
collaboration with third parties, including
major mining groups, to support the
development of the Project providing
Kodal with multiple routes through
which to capitalise on the inherent
value of Bougouni.
Lithium prices continue to make headlines,
with major producers such as ASX listed
Pilbara Minerals Limited achieving record
sales prices for 5.5% Li2O spodumene
concentrate of US$6,350/t FOB.
When compared with our initial selling
price input of US$680/t SC6 reported
in the original feasibility study in 2020, it
is apparent just how far the industry has
moved on over the past 24 months.
This pricing environment has been driven
by the global appetite and awareness for
electric vehicles and efficient battery
storage, together with concerns from key
decision makers about the security of
lithium supply, along with other critical
minerals, from stable jurisdictions.
Whilst some commentators have
recently asserted that these price rises
are unsustainable in the long-term, it
remains widely accepted that demand
is going to continue to increase rapidly
over the next decade, and new sources
of supply may not materialise within
this critical timeframe. While a market
like copper typically grows by 2%-4% a
year, providing producers and developers
with a degree of confidence as to the
demand fundamentals, lithium analysts
are anticipating annual demand growth
of more than 20% between 2021 and
2025. This presents late-stage developers
and pre-production companies such as
Kodal with a unique advantage, with the
ability and agility to rapidly move projects
through the construction phase and into
production in order to fulfill this potential
supply deficit.
With this in mind, the Board of Kodal
is resolute in its objective to assemble
the requisite components to support
Bougouni’s successful transition into
production, including technical delivery,
permitting approvals, environmental,
social and governance frameworks and
commercial commitments.
Following the grant of the Mining
Licence for Bougouni in November
2021, the Company initiated a six-month
work programme focussed on updating
the Feasibility Study. This was completed
in June 2022 and demonstrated to the
market that the shift in market conditions
have further enhanced the Project’s
already robust economic fundamentals.
Indeed, the updated feasibility study
highlighted an IRR of 91% and a payback
period of only eight months. With life of
mine revenue anticipated to be in excess
of US$2.14 billion, nearly 50% more than
our original feasibility study estimate, our
conversations with potential partners
have intensified with a view to reaching
the optimum route for delivery in as
short timeframe as practicable. Further
details of this Feasibility Study update
are included in the Operating Review.
Whilst simultaneously pushing closer
to development at Bougouni, our
exploration team has also made solid
progress across our gold portfolio. Work
has centred primarily on the Fatou Gold
project in Mali, and the Nielle Gold
project in Côte d’Ivoire, both discoveries
which we believe have significant resource
potential. Earlier stage but no less exciting
is the Dabakala Gold project in Côte
d’Ivoire where geochemical sampling
has confirmed the continuity of high-
grade gold anomalism extending for over
11km and surface width up to 3km. I am
confident that our gold portfolio has the
potential to yield new large gold deposits,
and I look forward to reporting on what the
next field season delivers.
The next 12 months will be a pivotal
time for Kodal as we seek to advance
our gold portfolio and, more importantly,
our flagship Bougouni Lithium Project,
supported by strategic investors and
within a market environment which
remains very buoyant for quality near-
term lithium assets. I look forward to
updating shareholders on a regular
basis with updates on our operational
and corporate advancements.
Robert Wooldridge
Non-executive Chairman
18 July 2022
OPERATIONAL REVIEW
Kodal has maintained its sizeable tenure in Mali and Côte d’Ivoire, whilst completing the acquisition of minority interests to become
the 100% holder of the flagship Bougouni Lithium Project located in Western Mali. Kodal’s management has continued to ensure that
all government compliance, reporting, and fees are kept up to date and all concessions are retained in good standing.
MINING LICENCE & EXPLORATION CONCESSION REVIEW
Kodal’s Bougouni and Bougouni West lithium exploration projects are located in southern Mali, with the rights and concessions held by
subsidiary company Future Minerals SARL (“Future Minerals”), a Malian registered company owned 100% by the Group. In November
2021 Kodal acquired the minority shareholdings of Bougouni from the original vendors of the project and as a result, Kodal through
Future Minerals, now holds 100% interest in all concessions of the Bougouni Lithium Project.
BOUGOUNI LITHIUM PROJECT - MINING LICENCE DETAILS:
TENEMENTS
COUNTRY
KODAL ECONOMIC
VENTURE
PROJECT / JOINT
VENTURE
VALIDITY
Foulaboula
Mali
Bougouni Lithium
Project
100% ownership (80
to 90% upon State’s
participation) / 10%
free carried + up to
10% contributing
interest
Mining Licence
N°2021-0774/PM-
RM of November 5th
2021. Permit is valid
12 years renewable for
10 years period each
until depletion of the
resources
Following the Company agreed-upon modifications
to the Foulaboula, Sogola Nord and Fariedele
concessions which were changed to ensure all areas of
mineralisation, mining infrastructure and processing
plant are included within the one licence area, Kodal
was granted the Foulaboula Permis d’Exploitation
number No2021-0774/PM-RM (“Mining Licence”)
in November 2021. This covered the proposed
open-pit mining project and processing operation
at Bougouni, making the Project fully permitted for
development and construction.
The Mining Licence is valid for an initial 12-year term
and renewable in ten-year blocks until all resources
are mined. The Mining Licence is granted under the
2019 Mining Code and extends over 97.2 square
km area that will be a focus for Kodal’s exploration
programme to ensure further resources are
delineated to prolong the Bougouni Lithium Project
mine life.
TABLE OF CONCESSIONS - KODAL LITHIUM CONCESSIONS IN MALI:
TENEMENTS
COUNTRY
KODAL ECONOMIC
OWNERSHIP
PROJECT / JOINT
VENTURE
VALIDITY
Dogobala
Mali
Bougouni Lithium
Project
100% economic
interest via direct
ownership following
completion of option
payments
Sogola Nord
Mali
Bougouni Lithium
Project
100% economic
interest. Concession
replaces part of
the original Madina
concession which had
reached its time limit
Fariédélé
Mali
Bougouni Lithium
Project
100% economic
interest. Concession
replaces part of the
Madina concession
which had reached
its time limit
Licence valid and in
good standing.
Arrêté No. 2018-1115
granted on 13 April
2018 for initial 3-year
period, with option
for 2 extensions of
2 years validity each.
Application for first
renewal has been
lodged and all fees
paid. Renewal pending
approval.
Licence valid and in
good standing. Arrêté
number 2020-
0072 granted 22
January 2020 for an
initial 3-year period,
with option for 2
extensions of 2 years
validity each. Licence
area modified during
2020 to account for
the future Foulaboula
Mining Licence.
Licence valid and in
good standing. Arrêté
number 2020-0073
granted 22 January
2020 for an initial
3-year period, with
option for 2 extensions
of 2 years validity each
Licence area modified
during 2020 to
account for the future
Foulaboula Mining
Licence.
Mafélé Ouest
Mali
NKéméné Ouest
Mali
Bougouni West
Lithium
Kodal completed all
obligations of the
Option to Purchase
agreement and now
is the beneficial
holders of 80%
economic interest
Bougouni West
Lithium
Kodal completed all
obligations of the
Option to Purchase
agreement and now
is the beneficial
holders of 80%
economic interest
Licence valid and
in good standing.
Arrêté No. 2018-
4537 granted on 31
December 2018 for
initial 3-year period,
with option for 2
extensions of 2 years
validity each. All taxes
and renewal fees have
been paid. Renewal
pending approval.
Licence valid and
in good standing.
Arrêté No. 2018-
4486 granted on 28
December 2018 for
initial 3-year period,
with option for 2
extensions of 2 years
validity each. All taxes
and renewal fees have
been paid. Renewal
pending approval.
The Bougouni Lithium Project concessions
surround the Foulaboula mining licence and
will be explored for additional pegmatite hosted
resources that can be added to the mining area
through agreement with the Mali Government as
required. The concessions are all in good standing,
and exploration completed to date by Kodal has
indicated priority sites for additional exploration
within the concessions.
The Bougouni West concessions remain in
good standing with the Kodal having completed
all obligations under the Option to Purchase
agreement and now are the beneficial holders of
80% of the licences. Kodal intends to undertake
future exploration in the concession areas.
TENEMENTS
COUNTRY
KODAL ECONOMIC
OWNERSHIP
PROJECT / JOINT
VENTURE
VALIDITY
Boundiali
Côte d’Ivoire
100% direct ownership
(under application)
Gold Exploration
Korhogo
Côte d’Ivoire
100% direct ownership
Gold Exploration
Dabakala
Côte d’Ivoire
100% direct ownership
Gold Exploration
Niéllé
Côte d’Ivoire
100% direct ownership
Gold Exploration
Tiebissou
Côte d’Ivoire
100% direct ownership
Gold Exploration
M’Bahiakro
Côte d’Ivoire
100% direct ownership
(under application)
Gold Exploration
Licence application
submitted and
in process.
Application updated
during 2020 and
application remains
in good standing.
Licence valid and
in good standing.
Renewal granted on
31 March 2020 for
a 3 year-term.
Licence valid and
in good standing.
Renewal granted on
31 March 2020 for
a 3 year-term.
Licence valid and
in good standing.
Initial licence
expired on 7
January 2017, and
Renewal decree
received on the 28
February 2018 for
a 3 year- period.
Second Renewal
decree received 18
December 2020 for
a 3 year-period.
Licence valid
and in good
standing. Initial
term expired 30
September 2018.
An application for
renewal has been
lodged, fees paid
and approved.
Renewal decree is
pending signature.
Licence application
submitted and in
process.
Application updated
during 2020 and
application remains
in good standing.
Djelibani Sud
Côte d’Ivoire
100% direct
ownership
Gold
Exploration
Licence valid and in good standing.
Arrêté N° 2021-5133/MMEE-SG
granted on 28 December 2021 for an
initial 3 year-period, with option for 2
extensions of
3 years validity
each. All taxes have been paid.
Nangalasso
Côte d’Ivoire
100% direct
ownership following
completion of
option payments
Nangalasso
Project
Gold
Exploration
Nangalasso arrêté completed second
renewal on 4 February 2021. A new
Convention application covering the
same permit has been lodged with the
DNGM and is awaiting approval.
Sotian
Côte d’Ivoire
Completed Option
agreement and is
100% beneficial
owner of concession.
Nangalasso
Project
Gold
Exploration
Arrêté No. 2018-1925 granted on 12
June 2018 for initial 3 years period,
with option for 2 extensions of 3 years
validity each. First renewal has been
approved
Tiedougoubougou
Côte d’Ivoire
Kodal completed
Option 100%
agreement and is
beneficial owner of
concession
Nangalasso
Project
Gold
Exploration
Arrêté No. 2018-3319 granted on 4
September 2018 for initial 3 years
period, with option for 2 extensions of 3
years validity each. Application for first
renewal has been lodged and all fees
paid. Renewal approval pending.
Fininko
Côte d’Ivoire
Held through Option
Agreement giving
right to acquire 100%
ownership
Fatou
Project
Gold
Exploration
Licence in good standing. First renewal
granted by Arrêté No. 2021-2876/
MMEE-SG of August 6th 2021 for a
period of 3 years.
Foutière
Côte d’Ivoire
Held through Option
Agreement giving
right to acquire 100%
ownership
Fatou
Project
Gold
Exploration
Licence in good standing. Arrêté
N°2017-0170/MM-SG of February
2nd 2017. Application for first renewal
has been lodged and all fees and taxes
have been paid. Renewal approval
pending.
BOUGOUNI LITHIUM PRODUCT STATUS
Kodal Minerals was granted an Environmental Permit over
the Project in November 2019. The original Feasibility
Study (“FS”) was completed by Kodal Minerals in January
2020, culminating in the granting of a large-scale Mining
Licence in November 2021 to the Company’s Mali
subsidiary company, Future Minerals. The Mining Licence
is valid for an initial 12-year term and renewable in ten-year
blocks until all resources are mined. The Mining Licence
is granted under the 2019 Mining Code and extends over
97.2 square kilometres covering the proposed open-pit
mining and processing operation at Bougouni (refer to
announcement of 8 November 2021).
The original Bougouni Lithium Project Feasibility study
was completed in January 2020 and following the grant of
the mining licence, Kodal commenced work on updating
the study focussing on the engineering, process recovery
and capital cost for the Project as these key areas had
undergone substantial change over the previous 2 years.
The results of the study were announced on 15 June 2022.
The June 2022 Bougouni Lithium Project Feasibility
Study update confirms a very robust project with key
metric highlights including:
• NPV7% of US$760M (US$567M post-tax) compared to
US$293M (US$201M post tax) in the original Feasibility Study.
• Life of mine (8.5 years) revenue exceeding US$2,145,000,000
based on an average sell price of US$1,060 per tonne (FOB basis).
• C1* cash costs of US$362 per tonne of 6% Li2O spodumene
concentrate (“SC6”), and costs of US$474 per tonne including
transportation and other selling costs.
• Total SC6 production of 2,024,000 tonnes with an annual average
production of 238,000 tonnes.
• Bougouni Project development based on unchanged operating
assumptions of open cut truck and shovel contractor mining
operation, feeding 2Mtpa of lithium ore to the flotation processing
plant, utilising a conventional flotation circuit to maximise
spodumene recovery.
•Capital cost of the Project increased approximately 20% to
US$154M reflecting increased raw material and fuel costs.
* C1 cash cost includes all mining, processing and all general and administration costs per
tonne sold, and additional to that the costs of transport to port and associated selling costs
Kodal completed a technical site visit to Bougouni in January 2022 to continue the development programme. A detailed LIDAR
survey has been completed for the project area and is being used to provide detailed topographical information to assist in the final
planning of the processing plant and associated infrastructure.
In addition, community engagement, consultation, and evaluation of the impact of the proposed mining sites is continuing with our
Environmental Consultants, Digby Wells. This is a key component of Kodal’s continuing engagement with the Bougouni community
and is fundamental to the Company achieving the development of its mining operation and ensuring that it enjoys the support of
and returns benefits to these communities.
Kodal has continued its engineering work programme to optimise the capital cost estimate for the development of the Project and
complete a detailed assessment to confirm the operating costs of the Project, including the review of the proposed transport costs
(details of which were previously announced on 27 January 2020), ahead of securing funding for mine development and construction.
This engineering work programme is continuing with a focus on the process plant design and capital cost estimate, improvements in
metallurgical recovery and an update of the open pit optimisation of the defined minerals resources.
SUAY CHIN AND OFF-TAKE ARRANGEMENT UPDATE
Kodal has been informed that there has been a restructuring of the ownership of Suay Chin International Pte Ltd (‘Suay
Chin’). Suay Chin is the Company’s major shareholder with 14.18% of the issued share capital.
Suay Chin is now indirectly controlled by Zhejiang Kanglongda Special Protection Technology Co., Ltd (“Kanglongda”)
which is listed on the Shanghai Stock Exchange. Kanglongda’s previous business focus was in the area of functional labour
protection gloves, but it has recently developed a new strategy of investment in the lithium industry.
Kodal confirms that the binding term sheet (the “Off-take Term Sheet”) entered into between Kodal and Suay Chin in
March 2017 remains in place. The Off-take Term Sheet contemplates that the parties will negotiate an extended off-take
agreement for between 80% and 100% of the spodumene product produced at the Project for a period of three years. The
Off-take Term Sheet sets out certain agreed off-take principles that are to be included in the off-take agreement including
the parties agreeing to buy and sell the contract quantity as well as the formal agreement including a right to match any
third party off-take terms agreed for a period of three years following the expiry of the formal agreement. Whilst a formal
agreement has not been entered into, Suay Chin retains the first right of refusal for a period of three years from first
production of product from the Project whereby Kodal may not enter into any agreement with a third party to sell more
than 20% of future production from the Project without having first offered to sell the production to Suay Chin on the
terms offered by the third party. There can be no guarantee on the timing of completion of a formal off-take agreement or
if any such agreement will ultimately be agreed.
GOLD EXPLORATION PROJECTS AND EXPLORATION PROGRAMME
In addition to the progress made at the Bougouni Lithium Project, the Company has also made strong progress at its various
gold projects situated across West Africa.
At the Niéllé project in northern Côte d’Ivoire, Kodal has completed a 1,000m reverse core (‘RC’) drilling programme which has
returned wide intersections of gold mineralisation and includes zones of high-grade gold mineralisation including results such as 13m at
5.7g/t from 12m. The Company has also completed the 5,000m aircore drill programme which has confirmed a 4.5km gold mineralised
trench with an extension of up to 1.5km south and over 1km north.
At the Dabakala project also in Côte d’Ivoire, infill geochemical sampling has continued to return high-grade surface samples at new
discovery zones with the new assay results confirming up to 1.97g/t gold with further results confirming continuity of high-grade gold
anomalism extending for over 11km and surface width up to 3km.
At the Fatou project in Mali, Kodal has completed the initial RC drilling programme of 1,242m and has returned results including 23m
at 1.63 g/t gold from 82m. The completion of the campaign has confirmed multiple mineralised zones and highlights extensions to the
north and south requiring additional drilling to test the Fatou prospect.
FUTURE ACTIVITY
Kodal is focussed on the advancement and development of
its Bougouni lithium project. The Company is continuing to
undertake engineering studies to investigate opportunities
to decrease capital costs and future operating costs.
These studies will be pursued in more detail during the
coming year as the Company advances the Project to
development stage.
Key areas that have the potential to enhance the Bougouni Lithium
Project include:
• Resource growth and increase of head grade from further
exploration in the highly prospective areas contained within
existing exploration leases;
• Reduction in capital cost through further optimisation of the
flowsheet and engaging with experienced Chinese and other
manufacturers;
• Investigate more favourable power supply solutions to reduce
operating costs, which is currently under way on the basis of
connecting to the future high-voltage grid approximately
15km from the site (the new Bougouni substation is being
constructed presently under the 225 kV Sikasso-Bougouni-
Sanankoroba-Bamako Transmission line project by the Mali
power authority – Energie du Mali);
• Optimisation of mine scheduling and drill and blast strategy; and
• Cost savings relating to the construction of the tailings storage
facility (“TSF”). Currently the design of Stage 1 is based on
24 months of capacity to combat potential for adverse climatic
conditions. Potentially this could be reduced to about 18 months’
capacity if the sequencing of construction is favourable with respect
to maximising construction in the dry season.
As Kodal focusses on the technical planning, engineering and optimisation of the proposed development, the Company will be
seeking to finalise financial options for the construction of the Bougouni mining and processing operation. It is looking to move
to production as quickly as possible to take advantage of the current high prices of its Lithium Spodumene product in a rising
demand cycle.
I look forward to reporting on our advances during the year.
Bernard Aylward
Chief Executive Officer
18 July 2022
FINANCE REVIEW
RESULTS OF OPERATIONS
For the year ended 31 March 2022, the Group reported a loss before other comprehensive income for the year of £903,000,
including share based payment costs of £343,000 (2021: £78,000), compared to a loss of £623,000 in the previous year.
Administrative expenses have remained broadly in line with last year as the Group has continued to review the development opportunity
presented by the Bougouni Project and run the offices in Mali and Côte d’Ivoire, but significant additional exploration activity for both
gold and lithium was undertaken during the year. Further information is provided in the Operational Review above.
During the year, the Group invested £2,547,000 (2021: £542,000) in exploration and evaluation expenditure on its various projects.
As a result, the carrying value of the Group’s capitalised exploration and evaluation expenditure increased from £8,964,000 to
£11,442,000 after taking account of the effects of foreign exchange rates. At 31 March 2022, after taking account of the effects of
foreign exchange rates, the carrying value of the gold projects in Mali and Côte d’Ivoire was £2,411,000 (2021: £1,476,000) and of the
lithium projects in Mali was £9,031.000 (2021: £7,488,000).
Cash balances as at 31 March 2022 were £1,046,000, a decrease of £1,387,000 on the previous year’s level of £2,433,000. Net
assets of the Group at the year-end were £12,091,000 (2021: £12,636,000).
FINANCING
The Group did not undertake any fundraisings in the year although £1.8m of proceeds were received in April 2021 relating to a
fundraising which took place in late March 2021.
Subsequent to the year end, on 4 May 2022 the Company announced that it has raised £3,000,000 (before expenses) via a
subscription for 130,142,857 shares and an oversubscribed placing of 941,285,712 shares at a price of 0.28 pence per Placing Share
(the ‘Placing’). The funds raised will support Kodal in the continuing development and preparation for financing and construction of
its flagship Bougouni Lithium Project in Mali.
GOING CONCERN AND FUNDING
The Group has not earned revenue during the year to 31 March 2022 as it is still in the exploration and development phases of its
business. The operations of the Group are currently being financed from funds which the Company has raised from the issue of new
ordinary shares and other equity linked instruments.
The Directors have prepared cash flow forecasts for the period ending 30 September 2023. The forecasts include payments for the
ongoing review of the development opportunity presented by the Bougouni mining licence, additional exploration activity for both gold
and lithium as well as covering ongoing overheads.
On 4 May 2022 the Company announced that it has raised £3,000,000 (before expenses). Further funding will be required in due
course, but the forecasts show that the Group has sufficient cash resources available to allow it to continue as a going concern and meet
its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements without the
need to raise further financing. Accordingly, the financial statements have been prepared on a going concern basis.
UTILISING KEY PERFORMANCE INDICATORS (“KPIs”)
The following KPIs are used by the Group to assist it in monitoring its cash position and assessing costs and exploration
and development activities:
KPI
Cash and cash equivalents (a)
Administrative expense (b)
Exploration and evaluation expenditure (c)
31 March 2022
£1,046,000
£541,000
£2,547,000
31 March 2021
£2,433,000
£513,000
£542,000
The directors have provided more information on the state of the Group’s financing and operational activity above.
a. ‘Cash and cash equivalents’ is used to measure the Group’s financial liquidity. Cash and cash equivalents have decreased by
of £1.4 million in the year.
b. ‘Administrative expenses’ is used to measure the Group’s administrative costs and operating results. Administrative
expenses for the year were £541,000, broadly in line with £513,000 in the previous year as the Group has continued to
review the development opportunity presented by the Bougouni Project and run the offices in Mali and Côte d’Ivoire
c. ‘Exploration and evaluation expenditure’ is used to measure expenditure on the Group’s gold and lithium projects. Exploration and
evaluation expenditure in the year was £2.5 million higher than prior year as significant additional exploration activity for both gold
and lithium was undertaken during the year following the lifting of Covid-19 restriction.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise cash and trade and other payables. It is, and has been throughout the year
under review, the Group’s policy that no trading in financial instruments shall be undertaken. The main risks arising from the Group’s
financial instruments are liquidity risk, price risk and foreign exchange risk. The Board reviews and agrees policies for managing each
of these risks and they are summarised below.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash reserves to fund the Group’s exploration and operating
activities. Management prepares and monitors forecasts of the Group’s cash flows and cash balances monthly and ensures that the
Group maintains sufficient liquid funds to meet its expected future liabilities. The Group intends to raise funds in discrete tranches
to provide sufficient cash resources to manage the activities through to revenue generation.
Price risk
The Group is exposed to fluctuating prices of commodities, including gold and lithium, and the existence and quality of these
commodities within the licence and project areas. The Directors will continue to review the prices of relevant commodities as
development of the projects continues and will consider how this risk can be mitigated closer to the commencement of mining.
Foreign exchange risk
The Group operates in a number of overseas jurisdictions and carries out transactions in a number of currencies including Sterling,
CFA Franc, US dollars and Australian dollars. The Group does not have a policy of using hedging instruments but will continue to
keep this under review. The Group operates foreign currency bank accounts to help mitigate the foreign currency risk.
PRINCIPAL RISKS AND UNCERTAINTIES
The Group is exposed to a number of risks which it seeks to mitigate as set out in the table below:
RISK
COMMENT AND MITIGATING ACTIONS
Exploration and Development Risk
The Group is a mineral exploration company and the
success of the Company is dependent on the discovery
and/or acquisition of Mineral Reserves and Mineral
Resources and the successful development of mines
therefrom. Significant risk exists within technical, legal
and financial aspects of the exploration for and the
development of mines, which may have an adverse
effect on the Group’s business.
Reliability of Mineral Resources and Mineral Reserves
The Group has reported Mineral Resources for its
Bougouni Lithium project in West Africa. Any estimates
will be based on a range of assumptions, including
geological, metallurgical and technical factors; there can
be no assurance that the anticipated tonnages or grades
will be achieved.
Licensing and Title Risk
The Group’s exploration and future development
opportunities are dependent upon maintaining clear
tenure and access to licences as well as ensuring the
relevant operation licences, permits and regulatory
consents are valid. The licences and regulatory permits
may be withdrawn or made subject to limitations.
The granting of licences and permits are a practical matter
subject to the discretion of the applicable government
or government office. The interpretations, amendments
to existing laws and regulations, or more stringent
enforcement of existing laws and regulations could have
a material adverse impact on the Group’s results of
operations and financial condition.
A new Mining Code has passed before the Republic of
Mali Assembliée Nationale. The Company’s licences have
been granted under the previous Mining Code (June 21
2012 (modified)) and remain subject to these conditions.
In addition, future Mining Licence applications will remain
subject to the 2012 Mining code unless the Company
specifically request a variation to the new code.
There is no assurance that the Group’s exploration and
potential future development activities will be successful,
and statistically few properties that are explored are
ultimately developed into profitable producing mines.
The Group ensures that there is regular review of
projects, expenditure and exploration activity to maintain
focus on targets and ensure best possible information
in the decision-making process to focus resources and
expenditure upon key exploration and development targets.
The Mineral Resource estimates are prepared by third party
consultants who have considerable experience and are
certified by appropriate bodies.
Mineral Resources are reported as general indicators and
should not be interpreted as assurances of minerals or the
profitability of current or future operations.
The Group complies with existing laws and regulations and
ensures that the regulatory reporting and the government
compliance requirements for each licence are met.
There is a risk that negotiations with a government in
relation to the grant, renewal or extension of a licence may
not result in the grant, renewal or extension taking effect
prior to the expiry of the previous licence period, and there
can be no assurance of the terms of any extension, renewal
or grant.
The Group regularly monitors the good standing of its
licences.
Political Risk
The Group has significant activities in Mali and Côte
d’Ivoire in West Africa. The success of the Group
will be influenced by the legal, political and economic
situation in Mali, Côte d’Ivoire and the wider African
region. Countries in the region have experienced
political instability and economic uncertainty in the past.
government policy in the countries in which the Group
operates can be unpredictable, and the institutions of
government and market economy may be unstable and
subject to rapid change, which may result in a material
adverse effect on the Group’s operations.
The renewal of exploration and exploitation licences is
an area of risk given the countries in which the Group
operates. Whilst the Group has in place legal titles on the
assets in its portfolio, there remains a risk to the Group
that changes within regimes could put the ownership of
these assets at risk.
The Group is also at risk of taxation reviews that may
change or apply more stringently the laws and regulations
of the countries in which it operates.
Financial Risk
The Group is an exploration company and does not
generate revenue or self-sustaining funding at this stage.
The Group requires funds to support ongoing exploration
and future development of mineral properties. The
Group’s access to funding will depend on its ability to
obtain financing through the raising of equity capital,
joint venture projects, debt financing, farm outs or other
means.
There is no assurance that the Group will be successful
in obtaining the necessary financing in a timely manner
on acceptable terms to complete its investment strategy.
The equity markets and ability to raise finance were
significantly affected by the Covid-19 pandemic but have
subsequently improved.
If the Group is unable to obtain additional financing as
needed, some interests may be relinquished, and / or the
scope of the operations reduced.
Mali has undergone political upheaval in this last year.
A military coup d’etat was staged on the 18 August 2020
following several months of non-violent protest and general
strikes. The coup overthrew the government of President
Ibrahim Keita who resigned his office to avert violence.
A transitional government was established following the
coup and had an aim of returning to democratically elected
governance with elections planned for February 2022.
A second military coup d’etat was staged on the 24 May
2021 following attempts at transitional government re-
shuffle.
In January 2022, sanctions were imposed by the Economic
Community of West African States (ECOWAS) after
the transitional government announced a four-year delay
to general elections. In return for setting a firm February
2024 election deadline, Mali’s regime has secured an end
to the sanctions imposed by ECOWAS in July 2022.
In general, the security risk in Mali remains high and the
United Nations peacekeeping mission has helped maintain
the security situation throughout most of the country but
the situation in the north of the country remains fragile.
In Côte d’Ivoire, the political situation has been calm since
2011. The election in 2015 returned the government of
President Ouattara with increased popular support and on
31 October 2020 President Ouattara was returned for a
further 5-year mandate.
The economic situation in Côte d’Ivoire is improving
dramatically with significant government expenditure on
infrastructure and development activity.
The Board regularly reviews the levels of discretionary
spending on capital items and exploration expenditure.
This includes regularly updating working capital models,
reviewing actual costs against budget and assessing
potential impacts on future funding requirements and
performance targets.
In the past, the Group has been successful in raising
additional equity finance to support its ongoing activities.
In May 2022 the group raised £3.0 million before expenses
with an equity placement. These funds will support Kodal in
the continuing development and preparation for financing
and construction of the Bougouni Lithium project in Mali
and cover ongoing administrative overheads.
S172 STATEMENT
The Directors of the Company have a duty to promote the success of the Company. A director of the Company must act in the
way they consider, in good faith, to promote the success of the Company for the benefit of its members, and in doing so have regard
(amongst other matters) to:
• the likely consequences of any decision in the long term;
• the interests of the Company’s employees;
• the need to foster the Company’s business relationships with suppliers, customers and others;
• the impact of the Company’s operations on the community and the environment;
• the desirability of the Company to maintain a reputation for high standards of business conduct; and
• the need to act fairly between members of the Company.
The Directors are committed to developing and maintaining a governance framework that is appropriate to the business and supports
effective decision making coupled with robust oversight of risks and internal controls.
The Board believes that long-term success requires good relations with a range of different stakeholder groups both internal and
external. The board has identified Kodal’s stakeholders to include employees and consultants working for the Company, the local
communities and governments in Mali and Côte d’Ivoire in which it operates, suppliers and contractors, as well as shareholders. As the
Company looks to bring the Bougouni Lithium project into development, the importance of capital equipment, suppliers, contractors,
local workforce, finance providers and offtake customers will increase significantly.
In the Corporate Governance Report, we explain the regular engagement with employees, communities and local governments in West
Africa where we operate; and the impact assessment we have performed on the environment and local society as part of our permitting
process. We also comment on the decision-making for the long-term success of the Company, its governance and culture; as well as
the nature and methods of communication with all shareholders.
The Group relies heavily on having suppliers and contractors with appropriate levels of experience and expertise of working successfully
with junior miners in West Africa, as well as professional advice for AIM quoted companies in London. Accordingly, Kodal is committed
to maintaining constructive relationships with all its suppliers and advisers and operating in line with its Corporate Code of Conduct.
Signed on behalf of the Board
Bernard Aylward
Chief Executive Officer
18 July 2022
REPORT OF THE DIRECTORS - For the year ended 31 March 2022
The Directors present their report, together with the audited consolidated
financial statements for Kodal Minerals Plc for the year ended 31 March 2022.
PRINCIPAL ACTIVITY
The Company was incorporated for the purposes of exploring and developing mineral assets. The Company’s shares are traded on AIM.
DOMICILE AND PRINCIPAL PLACE OF BUSINESS
Kodal Minerals Plc is domiciled in the United Kingdom and has its registered office at Prince Frederick House, 35-39 Maddox Street,
London W1S 2PP. Its principal place of business as at 31 March 2022 was West Africa, and specifically Mali and Côte d’Ivoire.
DIRECTORS
The current membership of the board and the Directors who held office during the year are set out below:
Bernard Aylward
Charles Joseland
Robert Wooldridge
Qingtao Zeng
BIOGRAPHICAL DETAILS OF THE DIRECTORS
BERNARD AYLWARD
(Chief Executive Officer)
Bernard is a geologist with over 20 years’ experience as a manager and exploration
geologist in the mining and exploration industry in a variety of commodities. Bernard’s
experience includes serving as the Managing Director of Taruga Gold Limited from
its initial listing on the ASX, Chief Operating Officer of International Goldfields Ltd,
General Manager of Azumah Resources Ltd (Ghana), and Exploration Manager for
Croesus Mining NL. Bernard has been involved in the discoveries and management of the
Bepkong, Julie, Collette and Kunche deposits in Ghana, as well as the Deep South gold
deposit, Gladstone North deposit, St Patrick’s, Norseman Reef, and the Safari Bore gold
deposit in Western Australia. Bernard has experience operating in Europe (Greece Sappes
deposit), Siberia, South America and extensive experience throughout West Africa. He
brings significant experience in geology, mineral exploration and evaluation, and mine
engineering and development; he has the leadership, public communication skills and legal
& regulatory understanding required for a publicly listed, junior miner.
CHARLES JOSELAND
(Independent Non-executive Director)
ROBERT WOOLDRIDGE
(Non-executive Chairman)
Charles is a former Chartered Accountant with 32 years’ experience. After graduating
with a degree in Classics from Cambridge University, he joined PwC where he was an
audit partner for 20 years as part of its Energy, Utilities & Mining Group, including
secondments to Moscow and Madrid. Charles has been responsible for providing
services to many international resources groups, including those with operations in
Russia, Kazakhstan and Africa, as well as North & South America. Charles has also acted
as reporting accountant and advisor for many companies quoted on both LSE’s AIM
and Main Market. He brings knowledge and skills to the board in the areas of finance &
accounting, audit, corporate governance, internal control & risk management frameworks
for public quoted, mining companies. As an audit partner for 20 years, he is experienced
in providing an independent point of view.
Robert is currently a partner at SP Angel Corporate Finance LLP. After graduating
with a degree in Natural Sciences from Cambridge University, he spent eight years at
PricewaterhouseCoopers International Limited, qualifying as a Chartered Accountant in
1989. He left in 1994 to join the international equity capital markets division of HSBC
Investment Bank where he spent a further eight years and was responsible for completing
a number of landmark equity transactions across Europe, India and the Middle East &
Africa. In 2003 he joined an investment banking boutique, to head up its corporate
finance and securities operation and was then one of the founding partners of SP Angel
in 2006. SP Angel is an independent corporate finance and broking operation which
focuses on advising small and mid-cap companies in the mining, oil and gas, healthcare
and technology sectors. He brings knowledge of and skills in capital markets, broking,
corporate finance and corporate governance in small & mid-cap miners.
QINGTAO ZENG
(Non-executive Director)
Dr Zeng completed a PhD in geology at the University of Western Australia in 2013. Dr
Zeng has been engaged as a consulting geologist, principally working with CSA Global
based in Perth, Australia, and has a range of geological and commercial specialities. Since
2015, Dr Zeng has been extensively involved in the lithium exploration and development
sector and through his strong network of contacts throughout China has helped clients
complete a range of contracts relating to the supply or purchase of lithium in the form of
concentrate or direct shipping ores. He brings detailed knowledge of the mining sector,
in particular of lithium, with extensive Chinese contacts across the value chain from
engineering, construction, processing, financing & investment, and commercial markets.
DIRECTOR’S INTERESTS
The beneficial interests in the Company’s shares of the current Directors and their families as at 31 March 2022 are as follows:
Directors
Bernard Aylward
Charles Joseland
Robert Wooldridge
Qingtao Zeng
Ordinary Shares
31 March 2022
Ordinary Shares
31 March 2021
221,007,656
6,250,000
153,723,858
6,250,000
221,007,656
6,250,000
153,723,858
6,250,000
EVENTS AFTER THE REPORTING PERIOD
Events after the reporting period are outlined in note 18 to the financial statements on page 63.
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE
The Group has Directors’ and Officers’ liability insurance to cover claims up to a maximum of £1.0 million.
STRATEGIC REPORT
The Directors have chosen, in accordance with s414(c) of the Companies Act, to include in the Strategic Report on page 2
information on the Group’s principal activities, business review and key performance indicators which would otherwise be
required to be included in the Directors’ Report and which they consider to be of strategic importance to the Company.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
The Directors have confirmed that, as far as they are aware, there is no relevant audit information of which the auditor is unaware.
Each of the Directors has confirmed that he has taken all the steps that he ought to have taken as a director, in order to make
himself aware of any relevant audit information and to establish that it has been communicated to the auditor.
DIRECTORS’ RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Strategic Report and the Directors’ Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Company financial statements for each financial year. The Directors
are required by the AIM Rules for Companies of the London Stock Exchange to prepare Group financial statements in
accordance with UK-adopted International Accounting Standards and have elected under company law to prepare the Company
financial statements in accordance with UK-adopted International Accounting Standards and applicable law.
The Group financial statements are required by law and UK-adopted International Accounting Standards to present fairly the
financial position of the Group and the Company and the financial performance of the Group. The Companies Act 2006
provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a
true and fair view are references to their achieving a fair presentation.
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 the Company and of the profit or loss of the Group for that period.
In preparing the Group and Company financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with UK-adopted International Accounting Standards; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group
and the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and the
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and
enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group’s
website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG) AND SUSTAINABILITY
The Directors recognise the importance of operating in a sustainable manner with high levels of governance, and with respect for
environmental and social considerations. As this also helps drive value for shareholders over the long term, there is increasing investor
and public interest in understanding how companies address ESG issues. We note the Quoted Companies Alliance has published a
Practical Guide to ESG for small and mid-sized quoted companies.
We recognise lithium has a crucial role to help decarbonise the economy through its use in batteries in Electric Vehicles, but it is also
important that the lithium is mined in a responsible and sustainable manner.
As we are currently at the early stage of our Company’s life cycle, our focus has been on the more social aspects. We have been
engaging with the Mali government and local communities to adapt our planned approach for their comments and suggestions.
Although we have recently been granted a formal legal licence we also need the goodwill of the local community to operate near
Bougouni. It is important to continue to manage these social aspects throughout the life cycle of our Bougouni project, minimising
disruption, providing job opportunities, and supporting local social projects.
The potential environmental impacts will only arise when we commence construction and enter into production. However, we are
considering those environmental aspects now within our design plans. Our Environmental Social Impact Assessment (ESIA) considered
air quality, water & waste-water management, energy sources, waste & hazardous materials management, as well as the potential
ecological impacts. These results formed part of our Preliminary Feasibility Study (PFS) and feed into our engineering design plans. We
continue to develop our PFS and the project design not only to improve the process engineering and efficiency of our plant but also to
ensure the impact of potential climate change events is managed, and improvements to greenhouse gas emissions and energy sources
are also considered.
Our approach to governance already follows the QCA Code, as set out below in our Corporate Governance section; this details the
way we approach governance considering the 10 PRINCIPALs.
As we develop our projects over the next few years, we will also develop our narrative to explain how we address environmental and
social matters, and our ESG objectives, targets and results alongside our normal financial performance reporting.
AUDITORS AND ANNUAL GENERAL MEETING
RSM UK Audit LLP offer themselves for reappointment as auditors in accordance with section 489(4) of the Companies Act 2006.
A resolution to reappoint RSM UK Audit LLP will be proposed at the Annual General Meeting.
Approved by the board of directors and signed on behalf of the board on 15 July 2022.
Robert Wooldridge
Director
18 July 2022
REMUNERATION REPORT - For the year ended 31 March 2022
CHAIRMAN’S INTRODUCTION
We formally adopted the Quoted Companies Alliance Corporate Governance Code 2018 (the “QCA Code”) in September 2018,
believing it to be the most appropriate code for an AIM quoted company of our size and stage of development. As chairman, I am
responsible for leading the board; ensuring its composition with people of the right experience and engagement; and focusing on our
strategy to bring our African lithium project to production.
As a small company, we are aware that the board’s and senior management’s actions and attitude have a strong impact on the culture
of our organisation; the regular, on-site presence of our CEO and Project Manager in Mali and Côte d’Ivoire, as well as regular
communication with our local manager are important aspects of conveying and monitoring our culture and values.
I believe for the size of our company we have a well-functioning board, the right corporate structures, appropriate engagement
and information flow with our small senior management team, and a clear strategy to drive value for our shareholders, employees,
communities where we operate, and our suppliers. We have engaged closely with local communities and the Malian government
through the Environmental and Social Impact Assessment process and taken their considerations into account; in addition to our
market updates, our CEO makes regular presentations, gives media interviews and engages with shareholders, to keep stakeholders
informed and understand expectations. We explain more under the QCA Code’s ten PRINCIPALs below.
PRINCIPAL 1
Establish a strategy and business model which promote long-term value for shareholders
The Board has concluded that highest medium- and long-term value can be delivered to shareholders though a primary focus on the
continued exploration and development of its Bougouni Lithium project (the “Project”) located in southern Mali. The medium-term
objective is to develop the Project through feasibility studies and bring it in to production as rapidly as possible. The Strategic and
Operational Review above explains the strategy, key areas of focus and challenge, and management action, including completing full
engineering design, obtaining financing for construction and further exploration of the gold assets. The Principal Risks outlined on pages
13 to 14 highlight the key challenges the Group faces in executing the strategy and how the Board seeks to protect the Group from
those risks.
The Company has already secured a strategic investor and off-take partner and will continue to explore similar opportunities to fund
mine and plant construction in order to enter production rapidly.
The key drivers to the continued growth of the lithium market are the increasing demand for electric vehicles and battery storage
as well as growth in the use of personal electric devices driven by social choice, government regulations and an improvement in the
performance and affordability of high-quality battery products.
In addition to the lithium prospects in Mali, the Company holds a suite of gold assets in Mali and Côte d’Ivoire. With the increase in the
gold price, the Company continues to assess and rank the projects it holds directly to determine priorities for further exploration or for
ways to deliver value to our shareholders.
PRINCIPAL 2
Seek to understand and meet shareholder needs and expectations
The Board is committed to communicating openly and regularly with both its private and institutional shareholders to ensure that its
strategy and performance are understood. Significant developments are disseminated through RNS announcements which are then
made available on the Company’s website.
The Company communicates regularly with private shareholders through investor evenings and similar events; audio and video
interviews; periodic webcast Question & Answer sessions. The Company’s website also contains its latest corporate presentations and
interview recordings. In addition, the Company encourages all shareholder to attend the Annual General Meeting which provides an
excellent opportunity to meet with management and engage directly with them.
Kodal has an active and effective investor relations programme which includes regular institutional roadshows to meet shareholders and
potential shareholders. It also meets its corporate brokers and other research analysts to assist them in preparing and publishing their
research on the Company.
These promotional and marketing activities are co-ordinated by its corporate broker and financial PR advisers.
PRINCIPAL 3
Take into account wider stakeholder and social responsibilities and their implications for long-term success
As the Company scales up to bring the Bougouni Lithium project into development, good relationships with the capital equipment
suppliers, engineering contracts, local workforce, finance providers and offtake customers will become increasingly important. The
Company’s CEO, Project Manager and Country Manager in Mali regularly visit the locations in which Kodal operates and meets with
these stakeholders in order to gain their feedback on the Company’s operations. During the latter part of the year, with Covid-19 travel
restrictions now lifted, the management team made several trips to West Africa. Any concerns raised are communicated to the Board
for further consideration.
A key part of Kodal’s business model is assessing the impact that the Company’s business activities will have on the host communities
and environment in which it operates. As part of its application for a mining licence at Bougouni, the Company carried out an
Environmental and Social Impact Assessment (ESIA) engaging with and responding to comments from officials of the departments of
Geology & Mines, Forestry & Water, Heritage & Culture, as well as the local community as a whole.
The Company is also committed to ensuring the safety of its workers on site and has strict health and safety policies which it firmly
enforces.
PRINCIPAL 4
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board is responsible for identifying and managing areas of significant business risk for the Company; the Audit & Risk Committee
assists the board in ensuring that there is an effective system for risk management in place.
At each Board meeting, the Directors review ongoing operational performance, discuss budgets and forecasts and new risks associated
with ongoing operations; appropriate mitigating actions and controls are discussed with management, and subsequently monitored by
the Directors. The Board formally reviews and documents the principal risks to the business at least annually as part of the annual audit
process.
The Company has in place an anti-bribery and corruption policy as well as other policies and procedures to which employees,
management, consultants and, where appropriate, key suppliers are required to adhere. Robust financial procedures and safeguards are
in place regarding expenditure and accounting functions.
The principal risk areas identified by the board and the mitigating actions are set out above. The Board has considered the need for an
internal audit function to provide assurance on the effectiveness of risk management and internal controls; however, given the size of
the group and the stage of its development, the board does not consider this necessary. The Board works closely with and has regular
ongoing dialogue with its finance functions across the Group and has established appropriate reporting and control mechanisms to
ensure the effectiveness of its control systems.
PRINCIPAL 5
Maintaining the Board as a well-functioning, balanced team led by the Chair
The Board meets approximately each month throughout the year to discuss important operational and strategic matters and to review
financial and operational performance. In addition, there are additional board meetings to consider specific proposals, including for
example to issue further shares to raise funds or to consider different development approaches and financing arrangements. Board
papers are provided in advance with the information necessary to facilitate a proper assessment of the issues under consideration. The
non-executive directors spend between 2 and 6 days a month working on Company matters.
The structure and composition of the Board has been kept under review by the Chair during the year. Although the board has just one
formal independent non-executive director (below the QCA Guide of two), there is one executive director and three non-executive
directors, who recognise the importance of maintaining an independent mind-set and objectivity in their views. The board size and
structure was considered appropriate given the lower level of activity in the Company and focus on cash preservation during the
Covid-19 crisis. However, as activity increases with the Company seeking significant levels of finance to move into the development
phase, this will be kept under review. Although these directors hold some share options and company shares, the holdings are not
considered to be of sufficient size to impact their independent judgments (including Charles Joseland whose shares in the Company
were worth £17,500 at year-end). Biographical details of all the directors are set out on pages 16 to 17.
The Directors believe that this Board provides the Company and its shareholders with the necessary skills and experience to drive the
business forward balanced by a sufficient level of independent analysis and judgement to provide challenge and oversight. As a Board,
the Directors are also mindful of the need to control costs and provide value for shareholders.
In the year ended 31 March 2022 there were 10 full board meetings of which Robert Wooldridge attended 10, Bernard Aylward 10,
Charles Joseland 10 and Qingtao Zeng 10. In addition to the full board meetings, additional ad hoc meetings were convened as required
to issue shares and for other procedural matters.
The Board has an Audit & Risk Committee which during the year to 31 March 2022 comprised Charles Joseland (Chair) and Robert
Wooldridge. The Board also has a Remuneration & Nomination Committee which during the year to 31 March 2022 comprised Robert
Wooldridge (Chair), Charles Joseland and Qingtao Zeng. The Remuneration & Nomination Committee meets as required and at least
once each year.
PRINCIPAL 6
Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities.
Biographical details of the Directors are on pages 16 to 17.
The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience, including in the
areas of geology, mineral exploration, mine engineering and development, public company and capital markets, finance and corporate
governance.
The directors keep their skillsets up to date by attending industry and qualification relevant seminars and training sessions. During the
year, the Directors sought advice from their corporate advisers (including the Company’s nominated adviser, lawyers and accountants)
on the contractual arrangements and the various financing agreements entered into during the year. The Company has also employed
the services of Weaver Financial Limited to act as Company Secretary.
When considering the composition of the Board and the appointment of new Directors, the Board has established a Remuneration &
Nomination Committee to oversee this process and make recommendations to the Board. The Board recognises that it currently has
limited diversity, and this will form a part of any future recruitment consideration.
| 22
PRINCIPAL 7
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Chairman reviews the performance of individual Directors on an on-going basis and assesses each Director’s contribution to the
effective operation and management of the Company.
The Chairman sets individual objectives for each Director within the context of the overall strategy and objectives for the Company; at
the end of the year, he considers each director’s performance, including the level of achievement of their objectives, and their overall
contribution to the Company’s performance. The review establishes further objectives for the coming year, identifying any additional
training or other support that may be required.
Succession planning is the responsibility of the Remuneration and Nomination Committee and is reviewed by the Board at least on an
annual basis. When considering succession planning, the Remuneration and Nomination Committee takes into account the skills and
experience required as the Company grows and develops its projects.
PRINCIPAL 8
Promote a culture that is based on ethical values and behaviours
As a small company the Board’s and senior management’s actions and attitude have a strong impact on the culture of our organisation.
The Board believes that it has established a culture of responsible and ethical behaviour which it follows and which it believes has been
successfully transmitted to its employees overseas.
Foremost amongst these are its focus on:
• The health and safety of its workers and consultants;
• An awareness of the environmental and social impact of its operations on the local communities
and efforts to mitigate and minimise them;
• contributing to the overall development of the local communities in which it operates;
• conducting honest and transparent dealings with employees, consultants and suppliers; and
• adopting a zero tolerance to bribery.
At this stage of its development, Kodal has only approximately fourteen non-Board employees all of whom are based at its offices in
Mali and Côte d’Ivoire. There is near daily contact with these offices and regular visits by the CEO which have recommenced post-
pandemic. This enables the Board to monitor employees’ conduct and behaviour to ensure that the Company’s ethical values and
standards are recognised and respected, and appropriate action taken where necessary.
PRINCIPAL 9
Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board.
Kodal’s key strategic, financial and operational decisions are reserved exclusively for the decision of the Board. The Board seeks to meet
formally approximately once a month and is supplied with appropriate and timely information ahead of each meeting. The Directors
are free to seek any further information they consider necessary. In addition, there are additional Board meetings to consider specific
matters that require decision between the regular board meetings and to which all Directors are invited. In addition to the formal
meetings, there is regular contact and communication between the Board members to discuss day-to-day operational matters.
Robert Wooldridge, the Non-executive Chairman, is responsible for the running of the Board and Bernard Aylward, the Chief
Executive Officer, has executive responsibility for running the Company’s operational activities. Bernard Aylward and Robert
Wooldridge take responsibility for the Company’s liaison with shareholders. At year-end Charles Joseland provided additional input
into the audit process, reviewing financial forecasts, judgments and estimates, accounts disclosure and liaising with the auditors;
independence is maintained as the underlying judgments, accounts preparation and forecasts are made by the CEO, Project Manager
and/or Financial Controller.
The Company has a significant shareholder, Suay Chin International Pte Ltd (“Suay Chin”), which owns 14.56% of the Company’s
issued share capital. It is a Singapore registered company which has extensive connections with the Chinese lithium market including
lithium carbonate producers and lithium-ion battery manufacturers. Suay Chin has entered into a Relationship Agreement with the
Company and its advisers, under which it undertakes to do all such things as it is reasonably able to do to ensure that the Company is
capable of carrying on its business independently of Suay Chin. Under this agreement, it also has the right to appoint a Director to the
Board of Kodal and Qingtao Zeng has been appointed in this capacity.
The Board is supported by the Audit & Risk Committee and the Remuneration & Nomination Committee. The reports of those
committees are set out below.
The Board continues to monitor its governance framework on an ongoing basis. The Directors have not engaged the services of
external governance advisers
PRINCIPAL 10
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders
and other relevant stakeholders
The Board attaches great importance to providing shareholders with clear and transparent information on the Group’s activities,
strategy and financial position. All material information is released to the London Stock Exchange via RNS announcements which are
then made available on the Company’s website. The Company prepares and updates a corporate presentation which is also available on
its website along with other news and information about the Company and its operations.
As detailed in PRINCIPAL 2 above, the directors believe that the Company has an effective and well-established programme for
communicating with both its institutional and private shareholders.
The Company will disclose the outcome of all shareholder votes on its website and in the case of 20% of independent votes being case
against a resolution, provide an explanation of the actions that will be taken to enable the Board to understand the reasons for this
result and any future actions it will take to address such concerns.
The Company’s website contains historic annual reports for the past five years and also notices of general meetings.
REPORT FROM THE AUDIT & RISK COMMITTEE
The Audit & Risk Committee comprised Charles Joseland, Robert Wooldridge and was chaired by Charles Joseland during the year.
The Committee meets at least twice a year to consider the integrity of the financial statements of the Group, including its annual and
interim accounts, the accounting policies and auditor reports, as well as the terms of appointment and remuneration for the auditors,
the effectiveness of the Group’s internal controls and risk management systems, and external compliance matters.
The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’ investments and the Group’s
assets and for reviewing its effectiveness. The system of internal financial control is designed to provide reasonable, but not absolute,
assurance against material misstatement or loss.
The Committee met with the auditors to discuss their audit plan and scope of work, and also the findings from their audit. There was
specific focus on the fair presentation of the Company’s exploration and development activities, the assumptions underlying the
calculation of warrants and share options, the carrying value and any potential impairment of the evaluation and exploration assets and
inter-company balances, compliance with laws and regulations including the status of the licences, and the going concern assumption.
The Committee also considered the process for identifying and considering risks and their mitigating actions, and their disclosure in the
Annual Report on pages 13 to 14. They also considered the need for an internal audit function but decided the size and complexity of
the Group did not justify it at present. However, it will keep this decision under annual review.
REPORT FROM THE REMUNERATION & NOMINATION COMMITTEE
The Remuneration Committee performs both remuneration and nomination functions and during the year ended 31 March 2022
comprised Robert Wooldridge (Chair), Charles Joseland, and Qingtao Zeng. It meets as and when required but at least annually. The
purpose of the remuneration function is to ensure that the directors are fairly rewarded for their individual contributions to the overall
performance of the Group, to determine all elements of the remuneration of the executive directors and to demonstrate to the
Group’s shareholders that the remuneration of the directors is set by a Board committee whose Chairman has no personal interest in
the outcome of the committee’s decision and will have appropriate regard to the interests of the shareholders.
The purpose of the nomination function is to identify and nominate potential new directors to the Board as considered necessary and
make recommendations on such appointments to be considered by the Board as a whole.
Directors’ remuneration
The Board recognises that Directors’ remuneration is of legitimate concern to shareholders and is committed to following current best
practice. The Group operates within a competitive environment and its performance depends on the individual contributions of the
Directors.
The policy of the Board is to provide executive remuneration packages designed to attract, motivate and retain directors of the
calibre necessary to maintain the Group’s position and to reward them for enhancing shareholder value and return. It aims to provide
sufficient levels of remuneration to do this, but to avoid paying more than is necessary; the remuneration will also reflect the Directors’
responsibilities. The Remuneration Committee is considering a new long term incentive plan for management aligned with the Group’s
objectives and to drive shareholder value.
Bernard Aylward (a)
Charles Joseland
Robert Wooldridge
Qingtao Zeng (b)
Fees and salary year
to 31 March 2022
Share based payments
year to 31 March 2022
Total year to 31
March 2022
Total year to 31
March 2021
£
132,449
45,000
45,000
25,000
£
222,793
1,164
44,798
2,549
£
355,242
46,164
89,798
27,549
247,449
271,304
518,753
£
96,510
35,000
27,250
18,750
177,510
a Matlock Geological Services Pty Ltd (“Matlock”) a company wholly owned by Bernard Aylward, provided consultancy services to
the Group during the year ended 31 March 2022 and received fees of £97,450 (2021 £76,094). These fees are included within
the remuneration figure shown for Bernard Aylward.
b In addition to the amounts included above, Geosmart Consulting Pty Ltd, a company wholly owned by Qingtao Zeng, provided
consultancy services to the Group during the year and received fees of £27,136 (2021: £10,595).
The reference to “Share based payments” recorded in the consolidated statement of comprehensive income relate to a theoretical
calculation of the non-cash cost to the Group of any share options granted to the directors that were awarded and still vesting to the
Directors during the year. These would not represent cash payments to the Directors either made in the past or due in the future.
Further information on the share options granted to the Directors is set out in Note 5 on page 49.
Notice periods of the Directors
Bernard Aylward’s appointment will continue until the earlier of: (i) the termination of the consultancy agreement between the
Company and Matlock Geological Services Pty Ltd (a company wholly owned by Mr Aylward); and (ii) termination by either the
Company or Mr Aylward on three months’ prior written notice. Charles Joseland’s, Robert Wooldridge’s and Qingtao Zeng’s service
agreements are subject to three months’ notice of termination by either party.
PENSIONS
In compliance with the Pensions Act 2008 the Company has established a Workplace Pension Scheme for its UK based employees and
Directors with effect from 1 July 2017. Prior to this date, the Company has not made any pension arrangements for the Directors. The
Company made no contributions into the scheme on behalf of the Directors in the year.
| 26
INDEPENDENT AUDITOR’S REPORT
To the members of Kodal Minerals Plc for the year ended 31 March 2022
OPINION
We have audited the financial statements of Kodal Minerals Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year
ended 31 March 2022 which comprise of the consolidated statement of comprehensive income, the consolidated and parent company
statements of financial position, the consolidated statement of changes in equity, the parent company statement of changes in equity,
the consolidated and parent company statements of cashflows and notes to the financial statements, including significant accounting
policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted International
Accounting Standards and, as regards the parent company financial statements, as applied in accordance with the provisions of the
Companies Act 2006.
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
31 March 2022 and of the group’s loss 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 Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements 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 are independent of the group and 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. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Summary of our audit approach
Key audit matters
Group
• Valuation of exploration and evaluation intangible assets
Materiality
Parent Company
• Carrying value of intercompany balances
Group
• Overall materiality: £282,000 (2021: £298,000)
• Performance materiality: £212,000 (2021: £223,000)
Parent Company
• Overall materiality: £278,000 (2021: £287,000)
• Performance materiality: £208,000 (2021: £215,000)
Scope
Our audit procedures covered 100% of total assets and loss before tax.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the group financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit
and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the group financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of exploration and evaluation intangible assets
Key audit matter
description
As shown in the Statement of Financial Position and discussed in note 7, the Group’s main assets
are in exploration and evaluation assets of £11.4m.
This is considered to be a Key Audit Matter due to the significance of the balance to the Group
Statement of Financial Position and the level of judgement involved in the impairment review.
There is a risk that the carrying value of the assets are not supportable.
How the matter was
addressed in the audit
Management completed impairment assessments for both the lithium and gold exploration and
evaluation assets, on which our work included:
• Agreed a sample of additions in the year to supporting documentation and recalculated the
exchange rate used,
• Discussing and challenging the assumptions, inputs and judgements with management
and the audit committee,
• Reviewing copies of correspondence with relevant licensing authorities and the terms of the
license agreements,
• Discussing future plans and management’s intentions for the licenses held,
• Considering the results of exploration activities, changes in commodity prices and foreign
exchange fluctuations,
• Audit of the disclosures included in the financial statements with reference to IFRS 6.
The related disclosures are included in note 7 in the financial statements.
Key observations
The majority of the additions to the intangible assets in 2021 relate to the lithium project since
the licence has now been approved. There were also additions in the gold assets, in line with the
previous year.
| 28
CARRYING VALUE OF INTERCOMPANY BALANCES
Carrying value of intercompany balances
Key audit matter
description
As shown in the Statement of Financial Position and discussed in note 9, the Company has a
significant receivable balance from Group subsidiaries of £10.8m as at 31 March 2022.
This is considered to be a Key Audit Matter due to the significance of the balance to the Company
Statement of Financial Position and the level of judgement involved in the impairment review.
There is a risk that the carrying value of the assets are not supportable.
How the matter was
addressed in the audit
Management prepared an expected credit loss (“ECL”) model to assess the expected credit loss
over a range of scenarios. This included assessments for both the lithium and gold exploration
projects, on which our work included:
• Reviewed the ECL model and the mechanics of the workings provided by management;
• Corroborated and challenged the inputs used within the model – such as NPV of expected
completion, expected sales price of a potential buy-out and the likelihood of each scenario;
• For balances denominated in foreign currencies we confirmed the exchange rates used are
appropriate with reference to third party sources;
• Reviewed the associated disclosure against the requirements under IFRS 9.
The related disclosures are included in note 9 in the financial statements.
Key observations
The outcome of the model resulted in a reversal of some of the previously recognised credit loss.
The main driver for the write back was management’s assumption around the likelihood of project
collapse being lower than in the ECL model in the prior year. This reduction in the assumption is
supported by:
•The NPVs of both projects increasing due to increasing values of both lithium and gold during
the year;
• The lithium license being obtained during the year;
• Both projects being one year further progressed.
OUR APPLICATION OF MATERIALITY
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of
our audit procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements as a
whole, could reasonably influence the economic decisions of the users we take into account the qualitative nature and the size of the
misstatements. Based on our professional judgement, we determined materiality as follows:
Group
Parent Company
Overall materiality
£282,000 (2021: £298,000)
£278,000 (2021: £287,000)
Basis for determining
overall materiality
Rationale for benchmark
applied
2.26% of total assets
2.28% of total assets
The group is in the early stages of E&E
development and consequently the majority
of expenses are capitalised under IFRS 6. The
carrying value of assets is therefore the key
metric considered by users of the financial
statements.
The value of the company is reflected in its
investment and intercompany balances with its
subsidiaries and as such total assets is considered
to be the appropriate benchmark.
Performance materiality
£212,000 (2021: £223,000)
£208,000 (2021: £215,000)
Basis for determining
performance materiality
Reporting of misstatements to
the Audit Committee
75% of overall materiality
75% of overall materiality
Misstatements in excess of £14,100 and
misstatements below that threshold that, in
our view, warranted reporting on qualitative
grounds.
Misstatements in excess of £13,900 and
misstatements below that threshold that, in
our view, warranted reporting on qualitative
grounds.
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
The group consists of three components, located in the following countries;
• United Kingdom,
• Mali,
• Ivory Coast.
Full scope audits were performed on all three components and therefore 100% coverage of total assets and loss before tax was
achieved.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent company’s
ability to continue to adopt the going concern basis of accounting included review of the cashflow forecasts to
September 23.
The work undertaken included challenge of management assumptions, corroboration of the post year end fund raise, consideration of
further capital expenditure and discussion with management and those charged with governance around the future plans for both the
lithium and gold projects. It was noted that the £3m post year end fund raise would give the Group sufficient funds to continue their
planned exploration activity for at least 12 months after the approval of the financial statements.
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 or the 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.
OTHER INFORMATION
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial
statements does not cover the other information and, 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.
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of the audit:
• 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.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the group and the parent company and their 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
• 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 set out on pages 18 to 19, 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.
THE EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING IRREGULARITIES,
INCLUDING FRAUD
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate
audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and
disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and
regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-
compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements
due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through
designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the
entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of
fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement
team:
• obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group and
parent company operate in and how the group and parent company are complying with the legal and regulatory framework;
• inquired of management, and those charged with governance, about their own identification and assessment of the risks of
irregularities, including any known actual, suspected or alleged instances of fraud;
• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how
and where the financial statements may be susceptible to fraud.
The most significant laws and regulations were determined as follows:
Legislation / Regulation
Additional audit procedures performed by the audit engagement team included:
IFRS and Companies Act
2006
Review of the financial statement disclosures and testing to supporting documentation;
Completion of disclosure checklists to identify areas of non-compliance.
The areas that we identified as being susceptible to material misstatement due to fraud were:
Risk
Audit procedures performed by the audit engagement team:
Management override of
controls
Testing the appropriateness of journal entries and other adjustments;
Assessing whether the judgements made in making accounting estimates are indicative of a
potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the
normal course of business.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
USE OF OUR REPORT
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have
formed.
PAUL WATTS
(Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
25 Farringdon Street
London
EC4A 4AB
Date: 18 July 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2022
Continuing operations
Administrative expenses
Share based payments
Operating Loss
Finance charge
Loss Before Tax
Taxation
Loss for the year from continuing operations
Other Comprehensive Income
Items that may be subsequently reclassified to profit or loss
Currency translation loss
Total comprehensive income for the year
Loss per share
Basic and diluted (pence)
Note
Year ended
31 March 2022
£
Year ended
31 March 2021
£
5
2
6
(540,655)
(342,876)
(512,885)
(77,979)
(883,531)
(590,864)
(19,556)
(32,506)
(903,087)
(623,370)
-
(903,087)
-
(623,370)
(108,167)
(1,011,254)
(223,635)
(847,005)
4
(0.0057)
(0.0054)
The loss for the current and prior years and the total comprehensive income for the current and the prior years are wholly
attributable to owners of the parent company.
CONSOLIDATED AND PARENT COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 March 2022
Non-Current Assets
Intangible assets
Property, plant and equipment
Amounts due from subsidiary undertakings
Investments in subsidiary undertakings
Current Assets
Other receivables
Cash and cash equivalents
Total Assets
Current Liabilities
Trade and other payables
Total Liabilities
Net Assets
Equity
Attributable to owners of the parent:
Share capital
Share premium account
Share based payment reserve
Translation reserve
Retained deficit
Group
31 March 2022
£
Note
Group
31 March 2021
£
Company
31 March 2022
£
Company
31 March 2021
£
7
8
9
9
10
11,442,403
3,309
8,964,089
8,677
-
-
-
-
11,445,712
8,972,766
-
-
10,785,230
512,373
11,297,603
5,769
1,045,515
1,051,284
1,854,908
2,432,807
4,287,715
5,769
949,844
955,613
-
-
7,916,150
512,373
8,428,523
1,854,908
2,376,329
4,231,237
12,496,996
13,260,481
12,253,216
12,659,760
11
(406,341)
(624,616)
(100,959)
(321,851)
(406,341)
(624,616)
(100,959)
(321,851)
12,090,655
12,635,865
12,152,257
12,337,909
12
12
4,947,595
15,933,071
1,150,678
(318,627)
(9,622,062)
4,916,364
15,841,134
807,802
(210,460)
(8,718,975)
4,947,595
15,933,071
1,150,678
-
(9,879,087)
4,916,364
15,841,134
807,802
-
(9,227,391)
Total Equity
12,090,655
12,635,865
12,152,257
12,337,909
The Company’s loss for the year ended 31 March 2022 was £651,696 (2021: £518,711).
The financial statements were approved and authorised for issue by the board of directors on 18 July 2022 and signed on its behalf by
Charles Joseland
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2022 - Attributable to the owners of the Parent
Group
Share
Captial
£
Share
premium
acccount
£
Share based
payment
reserve
£
Translation
reserve
£
Retained
deficit
£
Total
Equity
£
At 31 March 2020
2,889,606
12,514,604
729,823
13,175
(8,095,605)
8,051,603
Comprehensive income
Loss for the year
Other comprehensive income
Currency translation loss
Total year comprehensive income
Transactions with owners
Share based payment
-
-
-
-
-
-
-
-
Proceeds from shares issued
2,026,758
3,548,315
Share issue expenses
-
(221,785)
-
-
-
77,979
-
-
-
(623,370)
(623,370)
(223,635)
(223,635)
-
(223,635)
(623,370)
(847,005)
-
-
-
-
-
-
77,979
5,575,073
(221,785)
At 31 March 2021
4,916,364
15,841,134
807,802
(210,460)
(8,718,975)
12,635,865
Comprehensive income
Loss for the year
Other comprehensive income
Currency translation loss
Total year comprehensive income
Transactions with owners
Share based payment
-
-
-
-
-
-
-
-
Proceeds from shares issued
31,231
91,937
Share issue expenses
-
-
-
-
(903,087)
(903,087)
(108,167)
(108,167)
-
(108,167)
(903,087)
(1,011,254)
342,876
-
-
-
-
-
342,876
123,168
At 31 March 2022
4,947,595
15,933,071
1,150,678
(318,627)
(9,622,062)
12,090,655
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2022
Company
At 31 March 2020
Comprehensive income
Loss for the year
Total year comprehensive income
Transactions with owners
Share based payment
Proceeds from shares issued
Share issue expenses
Share
Captial
£
Share
premium
acccount
£
Share based
payment
reserve
£
Retained
deficit
£
Total
Equity
£
2,889,606
12,514,604
729,823
(8,708,680)
7,425,353
-
-
-
-
-
-
(518,711)
(518,711)
(518,711)
(518,711)
-
2,026,758
-
-
3,548,315
(221,785)
77,979
-
-
-
-
-
77,979
5,575,073
(221,785)
At 31 March 2021
4,916,364
15,841,134
807,802
(9,227,391)
12,337,909
Comprehensive income
Loss for the year
Total year comprehensive income
Transactions with owners
Share based payment
Proceeds from shares issued
Share issue expenses
-
-
-
-
-
-
31,231
91,937
-
-
(651,696)
(651,696)
(651,696)
(651,696)
342,876
-
-
-
342,876
123,168
At 31 March 2022
4,947,595
15,933,071
1,150,678
(9,879,087)
12,152,257
CONSOLIDATED AND PARENT COMPANY STATEMENTS OF CASH FLOWS
For the year ended 31 March 2022
Cash flows from operating activities
Note
Loss before tax
Adjustments for non-cash items:
Write back of impairment of intercompany balances
Share based payments
Operating cash flow before movements in capital
Movement in working capital
Decrease in receivables
(Decrease) / increase in payables
Group
Year ended
31 March
2022
£
Group
Year ended
31 March
2021
£
Company
Year ended
31 March
2022
£
Company
Year ended
31 March
2021
£
(903,087)
(623,370)
(651,698)
(518,711)
-
342,876
(560,211)
-
(196,000)
77,979
342,876
-
77,979
(545,391)
(504,822)
(440,732)
10,244
3,965
10,244
(218,275)
(34,097)
(220,892)
3,965
82,621
Net movements in working capital
(208,031)
(30,132)
(210,648)
86,586
Net cash outflow from operating activities
(768,242)
(575,523)
(715,470)
(354,146)
Cash flows from investing activities
Purchase of tangible assets
Purchase of intangible assets
Loans to subsidiary undertakings
8
7
(1,600)
-
(2,474,768)
(535,947)
-
-
-
-
-
-
(2,673,079)
(812,065)
Net cash outflow from investing activities
(2,476,368)
(535,947)
(2,673,079)
(812,065)
Cash flow from financing activities
Net proceeds from share issues
Net proceeds from convertible loan notes
12
1,962,064
-
2,419,241
1,095,152
1,962,064
-
2,419,241
1,095,152
Net cash inflow from financing activities
1,962,064
3,514,393
1,962,064
3,514,393
Increase / (decrease) in cash and cash equivalents
(1,282,546)
2,402,923
(1,426,485)
2,348,182
Cash and cash equivalents at beginning of the year
2,432,807
33,221
2,376,329
28,147
Exchange (loss) / gain on cash
(104,746)
(3,337)
-
-
Cash and cash equivalents at end of the year
1,045,515
2,432,807
949,844
2,376,329
Cash and cash equivalents comprise cash on hand and bank balances
PRINCIPAL ACCOUNTING POLICIES
For the year ended 31 March 2022
The Group has adopted the accounting policies set out below in the preparation of the financial statements. All of these policies have
been applied consistently throughout the period unless otherwise stated.
The Company is incorporated in England and Wales with registered number 07220790. The Company’s registered office is at Prince
Frederick House, 35-39 Maddox Street, London W1S 2PP.
BASIS OF PREPARATION
The consolidated financial statements of Kodal Minerals Plc are prepared in accordance with the historical cost convention and in
accordance with UK-adopted International Accounting Standards. The Company’s ordinary shares are quoted on AIM, a market
operated by the London Stock Exchange.
In accordance with the exemption allowed by Section 408(3) of the Companies Act 2006, the Company has not presented its own
income statement or statement of comprehensive income.
GOING CONCERN
The Group has not earned revenue during the year to 31 March 2022 as it is still in the exploration and development phases of its
business. The operations of the Group are currently being financed from funds which the Company has raised from the issue of new
shares and other equity linked instruments.
At 31 March 2022, the Group held cash balances of £1,046,000 (2021: £2,433,000). The Group’s cash balances at 8 July 2022 were
£3,333,000.
The Directors have prepared cash flow forecasts for the period ending 30 September 2023. The forecasts include payments for the
ongoing review of the development opportunity presented by the Bougouni mining licence, additional exploration activity for both gold
and lithium as well as covering ongoing overheads.
On 4 May 2022 the Company announced that it has raised £3,000,000 (before expenses). Further funding will be required in due
course, but the forecasts show that the Group has sufficient cash resources available to allow it to continue as a going concern and meet
its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements without the
need to raise further financing. Accordingly, the financial statements have been prepared on a going concern basis.
BASIS OF CONSOLIDATION
The Group financial statements consolidate those of the Company and all of its subsidiary undertakings drawn up to the statement of
financial position date. Subsidiary undertakings are entities over which the Group has the power to control the financial and operating
policies so as to obtain benefits from their activities. The Group obtains and exercises control through voting rights.
Unrealised gains on transactions between the Company and its subsidiaries are eliminated on consolidation. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial
statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by
the Group.
FOREIGN CURRENCY TRANSLATION
Items included in the Group’s consolidated financial statements are measured using the currency of the primary economic environment
in which the Group operates (“the functional currency”). The financial statements are presented in pounds sterling (“£”), which is the
functional and presentational currency of the Parent Company and the presentational currency of the Group. End of year balances
in the Group’s West African subsidiary undertakings were converted using an end of year rate of XOF 1 : £0.00129 (2021: XOF 1 :
£0.00130).
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the reporting date and the gains or losses
on translation are included in profit and loss. Non-monetary items that are measured in terms of historical cost in a foreign currency
are translated using the exchange rates as at the dates of the original transactions. Non-monetary items measured at fair value in a
foreign currency are translated using the exchange rates at the date when the fair value was determined.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation,
which is included in administrative expenses, is charged so as to write off the costs of assets down to their residual value, over their
estimated useful lives, using the straight-line method, on the following basis:
Plant and machinery
Motor vehicles
Fixtures, fittings and equipment
4 years
4 years
4 years
Where property, plant and equipment are used in exploration and evaluation activities, the depreciation of the assets is capitalised
as part of the cost of exploration and evaluation assets. The assets’ residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.
INVESTMENTS IN SUBSIDARIES
Investments in subsidiaries are stated at cost less any provision for impairment. Where the recoverable amount of the investment is less
than the carrying amount, an impairment is recognised.
EXPLORATION AND EVALUATION EXPENDITURE
In accordance with IFRS 6 (Exploration for and Evaluation of Mineral Resources), exploration and evaluation costs incurred before the
Group obtains legal rights to explore in a specific area (a “project area”) are taken to profit or loss.
Upon obtaining legal rights to explore in a project area, the fair value of the consideration paid for acquiring those rights and subsequent
exploration and evaluation costs are capitalised as exploration and evaluation assets. The costs of exploring for and evaluating mineral
resources are accumulated with reference to appropriate cost centres being project areas or groups of project areas.
Upon the technical feasibility and commercial viability of extracting the relevant mineral resources becoming demonstrable, the Group
ceases further capitalisation of costs under IFRS 6.
Exploration and evaluation assets are not amortised prior to the conclusion of appraisal activities, but are carried at cost less
impairment, where the impairment tests are detailed below.
Exploration and evaluation assets are carried forward until the existence (or otherwise) of commercial reserves is determined:
• where commercial reserves have been discovered, the carrying value of the exploration and evaluation assets are reclassified as
development and production assets and amortised on an expected unit of production basis; or
• where a project area is abandoned, or a decision is made to perform no further work, the exploration and evaluation assets are
written off in full to profit or loss.
EXPLORATION AND EVALUATION ASSETS - IMPAIRMENT
Project areas, or groups of project areas, are determined to be cash generating units for the purposes of assessment of impairment.
With reference to a project area or group of project areas, the exploration and evaluation assets (along with associated production and
development assets) are assessed for impairment when such facts and circumstances suggest that the carrying amount of the assets
may exceed the recoverable amount.
Such indicators include, but are not limited to, those situations outlined in paragraph 20 of IFRS 6 and include the point at which a
determination is made as to whether or not commercial reserves exist.
The aggregate carrying value is compared against the expected recoverable amount, generally by reference to the present value of the
future net cash flows expected to be derived from production of the commercial reserves. Where the carrying amount exceeds the
recoverable amount, an impairment is recognised in profit or loss.
INTANGIBLE ASSETS AND IMPAIRMENT
Externally acquired intangible assets are initially recognised at cost and subsequently amortised over their useful economic lives.
Amortisation, which is included in administrative expenses, is charged so as to write off the costs of intangible assets, over their
estimated useful lives, using the straight-line method, on the following basis:
Software
3 years
DEFERRED TAXATION
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates (and laws) that have
been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred tax is realised, or the
deferred liability is settled.
Deferred tax assets are recognised to the extent that it is probable that the future taxable profit will be available against which the
temporary differences can be utilised.
FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised on the Statement of Financial Position when the Group becomes a party to the
contractual provisions of the instrument.
IFRS 7 (Financial Instruments: Disclosures) requires information to be disclosed about the impact of financial instruments on the
Group’s risk profile, how the risks arising from financial instruments might affect the entity’s performance, and how these risks are
being managed. The required disclosures have been made in Note 14 to the financial statements.
The Group’s policies include that no trading in derivative financial instruments shall be undertaken.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand.
OTHER RECEIVABLES
Other receivables are carried at amortised cost less provision made for impairment of these receivables. A provision for impairment of
receivables is established when there is an expected credit loss on amounts due according to the original terms of the receivables. The
amount of the provision is the difference between the assets’ carrying amount and the recoverable amount. Provisions for impairment
of receivables are included in profit or loss.
TRADE AND OTHER PAYABLES
Trade payables and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial
year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and
services. These amounts are carried at amortised cost. The amounts are unsecured and are usually paid within 30 days of recognition.
PROVISIONS
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event and it is probable that
a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of
the obligation.
When the effect of discounting is material, the amount recognised for a provision is the present value at the end of the reporting period
of the future expenditures expected to be required to settle the obligation. The increase in the discounted present value amount arising
from the passage of time is included in profit or loss.
SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a
deduction from the proceeds.
EQUITY SETTLED TRANSACTIONS (SHARE BASED PAYMENTS)
The Group has issued shares as consideration for services received. Equity settled share-based payments are measured at fair value at
the date of issue.
The Group has also granted equity settled options and warrants. The cost of equity settled transactions is measured by reference to the
fair value at the date on which they were granted and is recognised as an expense over the vesting period, which ends on the date the
recipient becomes fully entitled to the award. Fair value is determined by using the Black-Scholes option pricing model.
In valuing equity settled transactions, no account is taken of any service and performance conditions (vesting conditions), other
than performance conditions linked to the price of the shares of the Company (market conditions). Any other conditions which are
required to be met in order for the recipients to become fully entitled to an award are considered to be non-vesting conditions. Market
performance conditions and non-vesting conditions are taken into account in determining the grant value.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market or non-
vesting condition, which are vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all
other performance or service conditions are satisfied.
At each reporting date before vesting, the cumulative expense is calculated; representing the extent to which the vesting period
has expired and management’s best estimate of the number of equity instruments that will ultimately vest. The movement in the
cumulative expense since the previous reporting date is recognised in profit and loss, with a corresponding entry in equity.
Where the terms of the equity-settled award are modified, or a new award is designated as replacing a cancelled or settled award, the
cost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised
over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the
fair value of the original award and the fair value of the modified award, both as measured on the date of the modification. No reduction
is recognised if the difference is negative.
Where an equity-based award is cancelled (including when a non-vesting condition within the control of the entity or employee is not
met), it is treated as if it had vested on the date of the cancellation, and the cost not yet recognised in profit and loss for the award is
expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from
equity, with any excess over fair value being treated as an expense.
SEGMENTAL REPORTING
Operating segments are reported in a manner consistent with the internal reporting provided to the Board of Directors, which has
been identified as the Chief Operating Decision Maker. The Board of Directors is responsible for allocating resources and assessing
performance of the operating segments in line with the strategic direction of the Company.
CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of these consolidated financial statements in accordance with UK-adopted International Standards (“IFRS”)
requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
consolidated financial statements and the reported amounts of income and expenses during the reporting period. Although these
estimates are based on management’s best knowledge of current events and actions, actual results ultimately may differ from those
estimates. IFRS also require management to exercise its judgement in the process of applying the Group’s accounting policies.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of the assets and
liabilities within the next financial year are addressed below.
Exploration and evaluation expenditure
In accordance with the Group’s accounting policy for exploration and evaluation expenditure, after obtaining licences giving legal rights
to explore in the project area, all exploration and evaluation costs for each project are capitalised as exploration and evaluation assets.
The exploration and evaluation assets for each project are assessed for impairment when such facts and circumstances suggest that the
carrying value of the assets may exceed the recoverable amount.
The directors have assessed the Group’s gold projects in Mali and Côte d’Ivoire that are not part of the joint venture agreements
and determined that they remain prospective. Accordingly, the directors have determined to continue to maintain these licences
and explore ways for the Group to advance these prospective areas most effectively. Accordingly, no impairment review has been
conducted on these assets.
The directors have assessed the Group’s Bougouni Lithium Project in Mali, taking into account the Preliminary Feasibility Study and
the recently announced Study Update. This project continues to be evaluated and has not yet entered into development; there is no
indication of impairment. Accordingly, no impairment review has been conducted on these assets.
The Group’s exploration activities and future development opportunities are dependent upon maintaining the necessary licences and
permits to operate, which typically require periodic renewal or extension. In Mali and Côte d’Ivoire, the process of renewal or extension
of a licence can only be initiated on expiry of the previous term and takes time to be processed by the relevant government authority.
Until formal notification is received there is a risk that renewal or extension will not be granted.
As detailed in the Operational Review, at the date of these financial statements, the Group’s key exploration licences are current. As
detailed in note 7, the total carrying value of the exploration and evaluation assets at 31 March 2022 was £11.4 million (2021: £9.0
million). The Group complies with the prevailing laws and regulations relating to these licences and ensures that the regulatory reporting
and government compliance requirements for each licence are met.
Valuation of warrants and share options
In accordance with the Group’s accounting policy for equity settled transactions, all equity settled share-based payments are measured
at fair value at the date of issue. Fair value is determined by using the Black-Scholes option pricing model based on the terms of the
options and warrants, the Company’s share price at the time and assumptions for volatility and exercise date. The assumptions used to
value the options and warrants are detailed in note 5.
For options awarded to the directors, the award has been considered to be in relation to their overall contribution to the Group and,
accordingly, the charge has been included within operating costs in the Consolidated Statement of Comprehensive Income rather
than treated as an exploration and evaluation cost and capitalised against specific projects. For the award of warrants associated with
the raising of funds through the issue of new shares, the charge has been treated as a share issue expense and offset against the share
premium account.
Recoverability of Intercompany Balances to Subsidiary Undertakings
The Company has outstanding intercompany balances from its directly held subsidiaries resulting from the primary method of financing
the activity of those subsidiaries. The balances are shown in the Company Statement of Financial Position. However, there is a risk
that the subsidiaries will not commence sufficient revenue generating activities and that the carrying amount of the intercompany
balances will, therefore, exceed the recoverable amount. Under the requirements of IFRS 9 management has run various scenarios on
the expected credit loss of the Company’s intercompany balances, including the project being put into operation, the project being sold
and the project collapsing. Management has updated its calculations reflecting additional amounts advanced to its subsidiaries for work
on its lithium and gold projects during the year, the reduced the risk of credit loss given improvements since last year in the financial,
lithium and gold markets and the reduced risk of project collapse following the granting of the mining license. At 31 March 2022 a
credit loss provision of £681,000 is held against amounts due from subsidiaries (2021: £877,000).
ADOPTION OF NEW AND REVISED STANDARDS
The Group has adopted all of the new or amended Accounting Standards and interpretations issued by the International Accounting
Standards Board (“IASB”) that are mandatory and relevant to the Group’s activities for the current reporting period.
NEW STANDARDS AND INTERPRETATIONS NOT APPLIED
At the date of authorisation of these consolidated financial statements, certain new standards, amendments and interpretations to
existing standards have been published but are not yet effective and have not been adopted early by the Group. These are listed below.
The Board anticipates that all of the pronouncements will be adopted in the Group’s accounting policies for the first period beginning
after the effective date of the pronouncement. The amendments to the standards noted below are not expected to have a material
impact on the Group’s consolidated financial statements.
Standard
Details of amendment / New Standards and Interpretations
Annual periods beginning on or after
IAS 1 Presentation of
Financial Statements
Amendments to IAS 1 Presentation of Financial Statements
to specify the requirements for classifying liabilities as current
or non-current.
Deferred until no earlier than 1
January 2024
IAS 1 Presentation of
Financial Statements
Amendments to IAS 1 Presentation of Financial Statements
to specify the requirements for disclosure of accounting
policies.
1 January 2023
There are other standards and amendments in issue but not yet effective, which are not likely to be relevant to the Group which have
therefore not been listed.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2022
1. SEGMENTAL REPORTING
The operations and assets of the Group in the year ended 31 March 2022 are focused in the United Kingdom and West Africa and
comprise one class of business: the exploration and evaluation of mineral resources. Management have determined that the Group
had three operating segments being the West African Gold projects, the West African Lithium projects and the UK administration
operations. The Parent Company acts as a holding company. At 31 March 2022, the Group had not commenced commercial
production from its exploration sites and therefore had no revenue for the year.
Year ended 31 March 2022
Administrative expenses
Share based payments
Finance charge
Loss for the year
At 31 March 2022
Other receivables
Cash and cash equivalents
Trade and other payables
Intangible assets - exploration and
evaluation expenditure
Property, plant and equipment
Net assets at 31 March 2022
Year ended 31 March 2021
Administrative expenses
Share based payments
Finance charge
Loss for the year
At 31 March 2021
Other receivables
Cash and cash equivalents
Trade and other payables
Intangible assets - exploration and
evaluation expenditure
Property, plant and equipment
Net / assets at 31 March 2021
UK
£
West Africa
Gold
£
West Africa
Lithium
£
(538,625)
(342,876)
(19,556)
(901,057)
5,769
949,850
(100,959)
(866)
-
-
(866)
-
38,481
-
-
-
2,410,787
-
854,660
2,449,268
(1,164)
-
-
(1,164)
-
57,184
(305,382)
9,031,616
3,309
8,786,727
UK
£
(512,349)
(77,979)
(32,506)
(622,834)
1,854,908
2,377,831
(321,851)
-
-
3,910,888
West Africa
Gold
£
West Africa
Lithium
£
(409)
-
-
(409)
-
30,846
-
1,491,269
-
1,522,115
(127)
-
-
(127)
-
24,130
(302,765)
7,472,820
8,677
7,202,862
Total
£
(540,655)
(342,876)
(19,556)
(903,087)
5,769
1,045,515
(406,341)
11,442,403
3,309
12,090,655
Total
£
(512,885)
(77,979)
(32,506)
(623,370)
1,854,908
2,432,807
(624,616)
8,964,089
8,677
12,635,865
2. LOSS BEFORE TAX
The loss before tax from continuing activities is stated after charging:
Fees payable to the Company’s auditor
Share based payments (note 5)
Directors’ salaries and fees
Employer’s National Insurance
Group
Year ended
31 March 2022
£
Group
Year ended
31 March 2021
£
40,000
342,876
167,980
5,980
35,000
77,979
115,014
5,672
Amounts payable to RSM UK Audit LLP and its associates in respect of audit services are as follows;
Group
Year ended
31 March 2022
£
Group
Year ended
31 March 2021
£
Audit services
- statutory audit of parent and consolidated accounts
40,000
35,000
3. EMPLOYEES’ AND DIRECTORS’ REMUNERATION
The loss before tax from continuing activities is stated after charging:
Average number of employees
(including directors):
Group
31 March 2022
Number
Group
31 March 2021
Number
Company
31 March 2022
Number
Company
31 March 2021
Number
19
18
4
4
The remuneration expense for directors of the Company is as follows:
Directors’ remuneration
Directors’ social security costs
Total
Year ended
31 March 2022
£
167,980
Year ended
31 March 2021
£
115,014
5,980
5,673
173,960
120,687
In addition to the amounts included above, £79,469 (2021: £62,496) of the directors’ remuneration cost has been treated as
Exploration and Evaluation expenditure.
Bernard Aylward (a)
Charles Joseland
Robert Wooldridge
Qingtao Zeng (b)
Bernard Aylward (a)
Charles Joseland
Robert Wooldridge
Qingtao Zeng (b)
Directors’
salary and fees
year ended
31 March 2022
£
Share based
payments year
ended 31 March
2022 (see note 5)
£
132,449
45,000
45,000
25,000
247,449
222,793
1,164
44,798
2,549
271,304
Directors’
salary and fees
year ended
31 March 2021
£
Share based
payments year
ended 31 March
2021 (see note 5)
£
96,510
35,000
27,250
18,750
177,510
-
-
-
-
-
Total
year ended 31
March 2022
£
355,242
46,164
89,798
27,549
518,753
Total
year ended 31
March 2021
£
96,510
35,000
27,250
18,750
177,510
a Matlock Geological Services Pty Ltd (“Matlock”) a company wholly owned by Bernard Aylward, provided consultancy services to
the Group during the year ended 31 March 2022 and received fees of £97,449 (2021: £76,094). These fees are included within
the remuneration figure shown for Bernard Aylward.
b In addition to the amounts included above, Geosmart Consulting Pty Ltd, a company wholly owned by Qingtao Zeng, provided
consultancy services to the Group during the year ended 31 March 2022 and received fees of £27,136 (2021: £10,595).
4. LOSS PER SHARE
Basic loss per share is calculated by dividing the loss for the year attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year.
The following reflects the result and share data used in the computations:
Year ended 31 March 2022
Year ended 31 March 2021
Loss
£
Weighted average
number of shares
Basic loss per
share (pence)
(903,087)
(623,370)
15,809,383,877
11,529,513,459
0.0057
0.0054
Diluted loss per share is calculated by dividing the loss attributable to ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on
conversion of all the dilutive potential ordinary shares into ordinary shares. Options in issue are not considered diluting to the loss per
share as the Group is currently loss making. Diluted loss per share is therefore the same as the basic loss per share.
5. SHARE BASED PAYMENTS
The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to employees,
including key management personnel, as part of their remuneration.
Share options outstanding
Opening balance
Issued in the year
Closing balance
Performance share rights outstanding
Opening balance
Issued in the year
Closing balance
Warrants outstanding
Opening balance
Issued in the year
Exercised in the year
Closing balance
Year ended
31 March 2022
Number
Year ended
31 March 2021
Number
205,000,000
205,000,000
45,000,000
-
250,000,000
205,000,000
Year ended
31 March 2022
Number
-
175,000,000
175,000,000
Year ended
31 March 2021
Number
-
-
-
Year ended
31 March 2022
Number
Year ended
31 March 2021
Number
285,355,663
205,000,000
-
389,282,755
(80,355,663)
(308,927,092)
205,000,000
285,355,663
Options and performance share rights outstanding for each of the directors at the year-end are outlined below:
Exercisable between
8 May 2017 – 8 May 2022
8 May 2018 – 8 May 2023
8 May 2019 – 8 May 2024
20 Nov 2017 – 20 Nov 2022
20 Nov 2018 – 20 Nov 2023
20 Nov 2019 – 20 Nov 2024
18 April 2019 – 18 April 2024
18 April 2020 – 18 April 2025
18 April 2021 – 18 April 2026
6 November 2021
To be determined (Note 1)
To be determined (Note 2)
27 Aug 2021 – 27 Aug 2026
27 Aug 2022 – 27 Aug 2027
27 Aug 2023 – 27 Aug 2028
Closing balance
Bernard
Aylward
Robert
Wooldridge
Qingtao
Zeng
Charles
Joseland
25,000,000
12,500,000
12,500,000
12,500,000
6,250,000
6,250,000
-
-
-
-
-
-
30,000,000
40,000,000
75,000,000
-
-
-
-
-
-
-
-
-
-
-
-
5,000,000
2,500,000
2,500,000
-
-
-
-
-
-
-
-
-
15,000,000
7,500,000
7,500,000
7,500,000
3,750,000
3,750,000
-
-
-
-
-
-
3,333,334
3,333,333
3,333,333
-
-
-
-
-
-
195,000,000
55,000,000
25,000,000
10,000,000
1.
2.
Exercisable from date of securing the finance for construction of the Bougouni mine
Exercisable from date of date for first commercial production from the Bougouni Lithium Project
Included within operating losses is a charge for issuing share options and making share-based payments of £342,876 (2021: £77,979).
Details of share options outstanding at 31 March 2022:
Date of grant
Number of options
Option price
Exercisable between
20 December 2013
13,333,333
13,333,333
20 December 2013
13,333,333
13,333,333
20 December 2013
13,333,333
13,333,333
8 May 2017
8 May 2017
8 May 2017
72,500,000
72,500,000
36,250,000
36,250,000
36,250,000
36,250,000
20 November 2017
5,000,000
5,000,000
20 November 2017
2,500,000
2,500,000
20 November 2017
2,500,000
2,500,000
0.7 pence
0.7 pence
0.7 pence
0.38 pence
0.38 pence
0.38 pence
0.38 pence
0.38 pence
0.38 pence
30 Dec 2014 – 30 Dec 2024
30 Dec 2015 – 30 Dec 2025
30 Dec 2016 – 30 Dec 2026
8 May 2017 – 8 May 2022
8 May 2018 – 8 May 2023
8 May 2019 – 8 May 2024
20 Nov 2017 – 20 Nov 2022
20 Nov 2018 – 20 Nov 2023
20 Nov 2019 – 20 Nov 2024
18 April 2019
18 April 2019
18 April 2019
27 August 2021
27 August 2021
27 August 2021
3,333,334
3,333,334
3,333,333
3,333,333
3,333,333
3,333,333
0.14-0.25 pence
18 April 2020 – 18 April 2025
0.14-0.25 pence
18 April 2021 – 18 April 2026
0.14-0.25 pence
18 April 2022 – 18 April 2027
22,500,000
22,500,000
11,250,000
11,250,000
11,250,000
11,250,000
0.36 pence
0.36 pence
0.36 pence
27 Aug 2021 – 27 Aug 2026
27 Aug 2022 – 27 Aug 2027
27 Aug 2023 – 27 Aug 2028
Details of performance share rights outstanding at 31 March 2022:
Date of grant
Number of performance Option price
Exercisable between
share rights
27 August 2021
40,000,000
40,000,000
27 August 2021
27 August 2021
50,000,000
50,000,000
85,000,000
85,000,000
Details of warrants outstanding at 31 March 2022:
nil
nil
nil
6 November 2021
To be determined
To be determined
Date of grant
22 May 2017
22 May 2017
22 May 2017
23 November 2018
23 November 2018
Number of warrants
12,500,000
12,500,000
6,250,000
6,250,000
6,250,000
6,250,000
Option price
0.38 pence
0.38 pence
0.38 pence
39,999,999
39,999,999
50,000,001
50,000,001
0.14-0.38 pence
0.14-0.38 pence
Exercisable between
22 May 2017 – 22 May 2022
22 May 2018 – 22 May 2023
22 May 2019 – 22 May 2024
1 March 2019 – 1 March 2024
To be determined
23 November 2018
90,000,000
90,000,000
0.14-0.38 pence
To be determined
Additional disclosure information:
Weighted average exercise price of share options and warrants:
•
•
•
•
outstanding at the beginning of the period
granted during the period
outstanding at the end of the period
exercisable at the end of the period
Weighted average remaining contractual life of
share options outstanding at the end of the period
0.35 pence
0.07 pence
0.25 pence
0.34 pence
6.0 years
OPTIONS AND PERFORMANCE SHARE RIGHTS ISSUED IN THE YEAR TO 31 MARCH 2022
On 27 August 2021 the Company granted Performance Share Rights of up to 175,000,000 ordinary shares to Bernard Aylward and
Mohamed Niare (Country Manager, Mali).
The Performance Share Rights carry vesting conditions that are linked to achievement of milestones critical to the development of the
Bougouni Project as follows:
• Award of mining licence;
• Securing the finance for construction of the Bougouni mine; and
• First commercial production from the Bougouni Lithium Project
Subject to the vesting conditions being satisfied, the holders of the Performance Share Rights may call for Ordinary Shares, as set out
in the table below, to be issued to them at any time within five years of the vesting condition being met and upon payment by them of
the nominal value for the Ordinary Shares.
Performance Share Rights over New Ordinary Shares
Vesting criteria
Bernard Aylward
Mohamed Niare
Award of mining licence
Up to 30 million New Ordinary
Shares (capped at value on vesting
of £300,000)
Up to 10 million New Ordinary
Shares (capped at value on vesting
of £100,000)
Securing the finance for construction
of the Bougouni mine
Up to 40 million New Ordinary
Shares (capped at value on vesting
of £400,000)
Up to 10 million New Ordinary
Shares (capped at value on vesting
of £100,000)
First commercial production from
the Bougouni Lithium Project
Up to 75 million New Ordinary
Shares (capped at value on vesting
of £750,000)
Up to 10 million New Ordinary
Shares (capped at value on vesting
of £100,000)
Total
Up to 145 million New Ordinary Shares
(capped at value on vesting of £1.45m)
Up to 30 million New Ordinary
Shares (capped at value on vesting
of £300,000)
In the event of a change of control of the Company, 50 per cent. of any unvested Performance Share Rights will vest immediately,
provided that the Company’s share price at the time of the change of control exceeds 0.34 pence, being the share price when the
awards were made.
On 27 August 2021, options over Ordinary Shares were granted to Robert Wooldridge and Qingtao Zeng as set out in the table below.
The Options are exercisable at 0.36 pence per share, with 50 per cent of the Options vesting immediately and the remaining 50 per
cent. vesting in two equal tranches on the first and second anniversaries of the grant. All unvested options will vest immediately on a
change of control of the Company.
Director
Number of Options granted
Robert Wooldridge
30,000,000
Qingtao Zeng
15,000,000
WARRANTS ISSUED IN THE YEAR TO 31 MARCH 2021
The Company entered into option agreements dated 7 April 2020, 15 July 2020 and 27 October 2020 with Riverfort Global
Opportunities PCC Limited and YA II PN Ltd under which the following warrants were issued:
Date
Warrants issued
Exercise price
7 April 2020
15 July 2020
228,571,428
97,580,016
27 October 2020
63,131,311
0.04375 pence
0.061 pence
0.09 pence
All of the warrants had been exercised prior to the year end.
6. TAXATION
Taxation charge for the year
Factors affecting the tax charge for the year
Loss from continuing operations before income tax
Tax at 19% (2021: 19%)
Losses carried forward not deductible
Deferred tax differences
Income tax expense
Group
Year ended
31 March 2022
£
Group
Year ended
31 March 2021
£
-
-
(903,087)
(623,370)
(171,587)
(118,440)
106,440
65,147
103,624
14,816
-
-
The Group has tax losses and other potential deferred tax assets totalling £2,978,000 (2021: £2,425,000) which will be able to be
offset against future income. No deferred tax asset has been recognised in respect of these losses as the timing of their utilisation is
uncertain at this stage.
7. INTANGIBLE ASSETS
GROUP
COST
At 1 April 2020
Additions in the year
Effects of foreign exchange
At 1 April 2021
Additions in the year
Effects of foreign exchange
At 31 March 2022
AMORTISATION
£
8,642,568
541,772
(220,251)
8,964,089
2,546,686
(68,372)
11,442,403
At 1 April 2020 and 1 April 2021 and 31 March 2022
-
NET BOOK VALUES
At 31 March 2022
At 31 March 2021
At 31 March 2020
11,442,403
8,964,089
8,642,568
The Company did not have any Intangible Assets as at 31 March 2020, 2021 and 2022.
8. PROPERTY, PLANT AND EQUIPMENT
GROUP
COST
1 April 2020
Additions in the year
Effects of foreign exchange
At 1 April 2021
Additions in the year
Effects of foreign exchange
At 31 March 2022
DEPRECIATION
At 1 April 2020
Depreciation charge
Effects of foreign exchange
£
27,024
526
(1,471)
26,079
1,600
(47)
27,633
12,475
5,825
(898)
At 1 April 2021
Depreciation charge
Effects of foreign exchange
At 31 March 2022
NET BOOK VALUES
At 31 March 2022
At 31 March 2021
At 31 March 2020
17,402
6,922
24,324
3,309
8,677
14,549
All tangible assets are wholly associated with exploration and development projects and therefore the amounts charged in respect of
depreciation are capitalised as evaluation and exploration assets within intangible assets.
The Company did not have any Property, Plant and Equipment as at 31 March 2020, 2021 and 2022.
9. SUBSIDIARY UNDERTAKINGS
a. AMOUNTS DUE FROM SUBSIDIARY UNDERTAKINGS
Amounts due from subsidiary undertakings
Company
31 March 2022
£
Company
31 March 2021
£
10,785,230
7,916,150
10,785,230
7,916,150
Under the requirements of IFRS 9 management has run various scenarios on the expected credit loss of the Company’s intercompany
balances, including the Project being put into operation, the Project being sold and the Project collapsing. Management has updated its
calculations reflecting
a) additional amounts advanced to its subsidiaries for work on its lithium and gold projects during the year;
b) the reduced risk of credit loss given improvements since last year in the financial, lithium and gold markets; and
c) the reduced risk of project collapse following the grant of the mining license, assessed at 5% compare to 10% in prior year.
The review has concluded that at 31 March 2022 a credit loss provision of £681,000 should be held against amounts due from
subsidiaries (2021: £877,000).
b. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
The consolidated financial statements include the following subsidiary companies:
Company
Subsidiary of
Country
Registered office
Equity Holding
Nature
Kodal Norway (UK) Ltd
Kodal Minerals Plc
United Kingdom
Prince Frederick House,
100%
35-39 Maddox Street,
London W1S 2PP
International Goldfields
Kodal Minerals Plc
Bermuda
MQ Services Ltd
100%
(Bermuda) Limited
Victoria Place, 31 Victoria
Street, Hamilton HM 10
Bermuda
International Goldfields
International Goldfields
Côte d’Ivoire
Abidjan Cocody Les Deux
100%
Côte d’Ivoire SARL
(Bermuda) Limited
Plateaux 7eme Tranche
BP Abidjan, Côte d’Ivoire
International Goldfields
International Goldfields
Mali
Bamako, Faladi, Mali
100%
Mali SARL
(Bermuda) Limited
Univers, Rue 886 B,
Porte 487, Mali
Jigsaw Resources CIV Ltd
International Goldfields
Bermuda
MQ Services Ltd
100%
(Bermuda) Limited
Victoria Place, 31 Victoria
Street, Hamilton HM 10
Bermuda
Corvette CIV SARL
Jigsaw Resources CIV Ltd
Côte d’Ivoire
Abidjan Cocody Les Deux
100%
Plateaux 7eme Tranche
BP Abidjan, Côte d’Ivoire
Future Minerals SARL
International Goldfields
Mali
Bamako, Faladi, Mali
100%
(Bermuda) Limited
Univers, Rue 886 B,
Porte 487, Mali
Operating
company
Holding
company
Mining
exploration
Mining
exploration
Holding
company
Mining
exploration
Mining
exploration
Kodal Minerals plc has issued a guarantee under section 479C to its subsidiary, Kodal Norway (UK) Ltd (“Kodal Norway”, company
number 08491224) in respect of its activities for the year ended 31 March 2022 to allow Kodal Norway to take advantage of the
exemption under s479A of the Companies Act 2006 from the requirements of the Act relating to audit of its individual accounts for
the year ended 31 March 2022.
Carrying value of investment in subsidiaries
Opening balance
Impairment in the year
Closing balance
Year ended
31 March 2022
£
Year ended
31 March 2021
£
512,373
-
512,373
-
512,373
512,373
10. OTHER RECEIVABLES
Share issue proceeds receivable
Other receivables
Group
31 March 2022
£
Group
31 March 2021
£
Company
31 March 2022
£
Company
31 March 2021
£
-
5,769
5,769
1,838,895
16,013
1,854,908
-
5,769
5,769
1,838,895
16,013
1,854,908
All receivables at each reporting date are current. No receivables are past due. The Directors consider that the carrying amount of the
other receivables approximates their fair value and there are no expected credit losses.
11. TRADE AND OTHER PAYABLES
Trade payables
Other payables
Group
31 March 2022
£
348,505
57,836
Group
31 March 2021
£
Company
31 March 2022
£
357,514
267,102
44,359
56,600
Company
31 March 2021
£
55,401
266,451
406,341
624,616
100,959
321,852
All trade and other payables at each reporting date are current. The Directors consider that the carrying amount of the trade and other
payables approximates their fair value.
12. SHARE CAPITAL
Allotted, issued
and fully paid;
Note
Nominal Value
Number of
Share Capital
Share Premium
Ordinary Shares
£
£
At 31 March 2020
9,246,741,119
2,889,606
202,102
April 2020
April 2020
June 2020
September 2020
October 2020
November 2020
December 2020
January 2021
January 2021
February 2021
March 2021
March 2021
March 2021
March 2021
March 2021
March 2021
At 31 March 2021
May 2021
May 2021
November 2021
a
b
c
d
e
f
g
h
i
j
k
l
m
n
o
p
q
r
s
£0.0003125
£0.0003125
£0.0003125
£0.0003125
£0.0003125
£0.0003125
£0.0003125
£0.0003125
£0.0003125
£0.0003125
£0.0003125
£0.0003125
£0.0003125
1,428,571,429
378,323,379
56,987,211
228,571,428
125,034,486
85,063,264
118,600,205
176,190,315
347,078,879
153,379,428
128,080,136
210,896,619
168,489,949
446,429
118,226
17,809
71,429
39,073
26,582
37,063
55,059
108,462
47,931
40,025
65,905
52,653
£0.0003125
2,800,000,000
875,000
£0.0003125
£0.0003125
48,790,008
31,565,656
15,247
9,864
14,187
2,137
28,571
40,199
27,348
38,130
56,645
111,586
74,314
68,131
114,538
91,507
2,424,075
14,515
18,545
15,732,363,511
4,916,364
15,841,134
£0.0003125
£0.0003125
£0.0003125
48,790,008
31,565,656
19,583,212
15,247
9,864
6,120
14,515
18,545
58,877
At 31 March 2022
15,832,302,387
4,947,595
15,933,071
a)
b)
c)
d)
e)
On 7 April 2020, a total of 1,428,571,429 shares were issued to Riverfort Global Opportunities PCC Limited and YA II PN Ltd
(the “Investors”) in connection with the Equity Sharing Agreement (“ESA”). The shares issued under the ESA were issued at an
average price of 0.04686 pence per share. Share issue expenses of £20,860 were offset against the share premium account.
On 7 April 2020, a total of 378,323,379 shares were issued at an issue price of 0.035 pence per share to a number of Directors
and senior management as payment for salaries or fees owed.
On 29 May 2020, a total of 56,987,211 shares were issued at a price of 0.035 pence per share to satisfy payment of certain third
party professional fees.
On 7 September 2020, a total of 228,571,428 shares were issued to the Investors at a price of 0.04375 pence per share in
connection with the exercise of warrants issued in connection with the ESA.
On 15 October 2020, the Investors elected to convert a total amount of $102,352.31 (equivalent to £79,271.86), made up of a
principal amount of US$100,004.40 and accrued interest of $2,347.91, into 125,034,486 ordinary shares at a price of 0.06340
pence per share.
f)
g)
h)
i)
j)
k)
l)
On 2 November 2020, the Investors elected to convert a total amount of $70,358.92 (equivalent to £53,930.11), made up of
a principal amount of $70,000.00 and accrued interest of $358.92, into 85,063,264 ordinary shares at a price of 0.06340
pence per share.
On 15 December 2020, the Investors elected to convert a total amount of $101,160.41 (equivalent to £75,192.53), made up of
a principal amount of $100,000.00 and accrued interest of $1,160.41, into 118,600,205 ordinary shares at a price of 0.06340
pence per share.
On 5 January 2021, the Investors elected to convert a total amount of $150,809.59 (equivalent to £111,704.66), made up of
a principal amount of $150,000.00 and accrued interest of $809.59, into 176,190,315 ordinary shares at a price of 0.06340
pence per share.
On 8 January 2021, the Investors elected to convert a total amount of $300,242.88 (equivalent to £220,048.01), made up of
a principal amount of $300,000.00 and accrued interest of $242.88, into 347,078,879 ordinary shares at a price of 0.06340
pence per share.
On 19 February 2021, the Investors elected to convert a total amount of $169,384.70 (equivalent to £122,244.94), made up of a
principal amount of $150,000.00 and accrued interest of $19,384.70, into 153,379,428 ordinary shares at a price of 0.079701
pence per share.
On 17 March 2021, the Investors elected to convert a total amount of $150,971.51 (equivalent to £108,155.99), made up of a
principal amount of $150,000 and accrued interest of $971.51, into 128,080,136 ordinary shares at a price of 0.084444 pence
per share.
On 22 March 2021, the Investors elected to convert a total amount of $250,337.33 (equivalent to £180,443.15), made up of a
principal amount of $250,000 and accrued interest of $337.33, into 210,896,619 ordinary shares at a price of 0.08556 pence
per share.
m)
On 22 March 2021, the Investors elected to convert a total amount of US$200,000 (equivalent to £144,160), made up of a
principal amount of US$200,000 and no accrued interest, into 168,489,949 ordinary shares at a price of 0.08556 pence per
share.
n)
o)
p)
q)
r)
s)
On 25 March 2021, a total of 2,800,000,000 shares were issued in a placing at a price of 0.125 pence per share. Share issue
expenses of £200,925 were offset against the share premium account. £1,838,895 of the proceeds of this share issue were
received in April 2022.
On 25 March 2021, a total of 48,790,008 shares were issued to the Investors at a price of 0.061 pence per share in connection
with the exercise of warrants.
On 25 March 2021, a total of 31,565,656 shares were issued to the Investors at a price of 0.09 pence per share in connection
with the exercise of warrants.
On 18 May 2021, a total of 48,790,008 shares were issued to the Investors at a price of 0.061 pence per share in connection
with the exercise of warrants.
On 18 May 2021, a total of 31,565,656 shares were issued to the Investors at a price of 0.09 pence per share in connection with
the exercise of warrants.
On 5 November 2021, a total of 19,583,212 shares were issued pursuant to the Company’s agreement with Bambara Resources
SARL at 0.3319p per share
13. RESERVES
Reserve
Share premium
Description and purpose
Amount subscribed for share capital in excess of nominal value.
Share based payment reserve
Cumulative fair value of options and share rights recognised as an expense. Upon exercise of
options or share rights, any proceeds received are credited to share capital. The share-based
payment reserve remains as a separate component of equity.
Translation reserve
Gains/losses arising on re-translating the net assets of overseas operations into sterling.
Retained earnings
Cumulative net gains and losses recognised in the consolidated statement of financial position.
14. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
The Group’s principal financial instruments comprise cash and cash equivalents, other receivables and trade and other payables.
The main purpose of cash and cash equivalents is to finance the Group’s operations. The Group’s other financial assets and liabilities
such as other receivables and trade and other payables, arise directly from its operations.
It has been the Group’s policy, throughout the periods presented in the consolidated financial statements, that no trading in financial
instruments was to be undertaken, and no such instruments were entered in to.
The main risk arising from the Group’s financial instruments is market risk. The Directors consider other risks to be more minor, and
these are summarised below. The Board reviews and agrees policies for managing each of these risks.
Market risk
Market risk is the risk that changes in market prices, and market factors such as foreign exchange rates and interest rates will affect the
Group’s results or the value of its assets and liabilities.
The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising
the return.
Interest rate risk
The Group does not have any borrowings and does not pay interest.
The Group’s exposure to the risks of changes in market interest rates relates primarily to the Group’s cash and cash equivalents with
a floating interest rate. These financial assets with variable rates expose the Group to interest rate risk. All other financial assets and
liabilities in the form of receivables and payables are non-interest bearing.
In regard to its interest rate risk, the Group periodically analyses its exposure. Within this analysis consideration is given to alternative
investments and the mix of fixed and variable interest rates. The Group does not engage in any hedging or derivative transactions to
manage interest rate risk.
The Group in the year to 31 March 2022 earned interest of £nil (2021: £nil). Due to the Group’s relatively low level of interest-bearing
assets and the very low interest rates available in the market the Group is not exposed to any significant interest rate risk.
Credit risk
Credit risk refers to the risk that a counterparty could default on its contractual obligations resulting in financial loss to the Group. The
Group’s principal financial assets are cash balances and other receivables.
The Group has adopted a policy of only dealing with what it believes to be creditworthy counterparties and would consider obtaining
sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure to and the
credit ratings of its counterparties are continuously monitored. An allowance for impairment is made where there is objective evidence
that the Group will not be able to collect all amounts due according to the original terms of the receivables concerned.
Other receivables consist primarily of prepayments and other sundry receivables and none of the amounts included therein are past due
or impaired.
Financial instruments by category – Group
Financial assets
at amortised cost
Other financial
liabilities at
amortised cost
Total
31 March 2022
Assets
Other receivables
Cash and cash equivalents
Total
Liabilities
Trade and other payables
Total
31 March 2021
Assets
Other receivables
Cash and cash equivalents
Total
Liabilities
Trade and other payables
Total
5,769
1,045,515
1,051,284
-
-
-
5,769
1,045,515
1,051,284
-
-
(406,341)
(406,341)
(406,341)
(406,341)
1,854,908
2,432,807
4,287,715
-
-
-
1,854,908
2,432,807
4,287,715
-
-
(624,616)
(624,616)
(624,616)
(624,616)
FOREIGN EXCHANGE RISK
Throughout the periods presented in the consolidated financial statements, the functional currency for the Group’s West African
subsidiaries has been the CFA Franc.
The Group incurs certain exploration costs in the CFA Franc, US Dollars and Australian Dollars and has exposure to foreign exchange
rates prevailing at the dates when Sterling funds are translated into other currencies. The CFA Franc has a fixed exchange rate to the
Euro and the Group therefore has exposure to movements in the Sterling : Euro exchange rate. The Group has not hedged against this
foreign exchange risk as the Directors do not consider that the level of exposure poses a significant risk.
The Group continues to keep the matter under review as further exploration and evaluation work is performed in West Africa and other
countries and will develop currency risk mitigation procedures if the significance of this risk materially increases.
The Group’s consolidated financial statements have a low sensitivity to changes in exchange due to the low value of assets and liabilities
(principally cash balances) maintained in foreign currencies. Once any project moves into the development phase a greater proportion
of expenditure is expected to be denominated in foreign currencies which may increase the foreign exchange risk.
Financial instruments by currency – Group
GBP
USD
NOK
AUD
XOF
Total
5,769
949,850
955,619
-
-
-
(64,671)
(304,145)
-
-
-
-
-
-
-
-
5,769
95,665
1,045,515
95,665
1,051,284
(36,289)
(1,236)
(406,341)
GBP
USD
NOK
AUD
XOF
Total
31 March 2021
Assets
Other receivables
Cash and cash equivalents
Total
Liabilities
Trade and other payables
31 March 2021
Assets
Other receivables
Cash and cash equivalents
Total
4,057,656
173,586
1,854,908
2,202,748
-
173,586
-
1,497
1,497
-
-
-
-
1,854,908
54,976
2,432,807
54,976
4,287,715
Liabilities
Trade and other payables
(83,714)
(539,503)
-
(749)
(650)
(624,616)
LIQUIDITY RISK
Liquidity risk is the risk that the entity will not be able to meet its financial obligations as they fall due.
The objective of managing liquidity risk is to ensure, as far as possible, that the Group will always have sufficient liquidity to meet its
liabilities when they fall due, under both normal and stressed conditions.
The Group has established policies and processes to manage liquidity risk. These include:
• Monitoring the maturity profiles of financial assets and liabilities in order to match inflows and outflows;
• Monitoring liquidity ratios (working capital); and
• Capital management procedures, as defined below.
CAPITAL MANAGEMENT
The Group’s objective when managing capital is to ensure that adequate funding and resources are obtained to enable it to develop its
projects through to profitable production, whilst in the meantime safeguarding the Group’s ability to continue as a going concern. This
is to enable the Group, once projects become commercially and technically viable, to provide appropriate returns for shareholders and
benefits for other stakeholders.
The Group has historically relied on equity to finance its growth and exploration activity, raised through the issue of shares. In the
future, the Board will utilise financing sources, be that debt or equity, that best suits the Group’s working capital requirements and
taking into account the prevailing market conditions.
FAIR VALUE
The fair value of the financial assets and financial liabilities of the Group, at each reporting date, approximates to their carrying amount
as disclosed in the Statement of Financial Position and in the related notes.
The fair values of the financial assets and liabilities are included at the amounts at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
The cash and cash equivalents, other receivables, trade payables and other current liabilities approximate their carrying value amounts
largely due to the short-term maturities of these instruments.
Disclosure of financial instruments and financial risk management for the Company has not been performed as they are not
significantly different from the Group’s position described above.
15. RELATED PARTY TRANSACTIONS
The Directors represent the key management personnel of the Group and details of their remuneration are provided in note 3.
Robert Wooldridge, a director, is a member of SP Angel Corporate Finance LLP (“SP Angel”) which acts as financial adviser and broker
to the Company. During the year ended 31 March 2022, the Company paid fees to SP Angel of £30,000 (2021: £240,381). The
balance due to SP Angel at 31 March 2022 was £nil (2021: £nil).
Matlock Geological Services Pty Ltd (“Matlock”) a company wholly owned by Bernard Aylward, a director, provided consultancy
services to the Group during the year ended 31 March 2022 and received fees of £97,450 (2021: £76,094). These fees are included
within the remuneration figure shown for Bernard Aylward in note 3. The balance due to Matlock at 31 March 2022 was £nil (2021:
£nil).
Geosmart Consulting Pty Ltd (“Geosmart”), a company wholly owned by Qingtao Zeng, a director, provided consultancy services to
the Group during the year ended 31 March 2022 and received fees of £27,136 (2021: £10,595). The balance due to Geosmart at 31
March 2022 was £14,528 (2021: £nil).
16. CONTROL
No one party is identified as controlling the Group.
17. CAPITAL COMMITMENTS
The Group had capital commitments to exploration and evaluation expenditure of £nil (2021: £nil).
18. EVENTS AFTER THE REPORTING PERIOD
On 4 May 2022 the Company announced that it has raised £3,000,000 (before expenses) via a subscription for 130,142,857 shares
and an oversubscribed placing of 941,285,712 shares at a price of 0.28 pence per Placing Share (the ‘Placing’). The funds raised will
support Kodal in the continuing development and preparation for financing and construction of its flagship Bougouni Lithium Project
in Mali.