TIDMCIA
30 September 2022
CLEAN INVEST AFRICA PLC
("CIA" or the "Company" or the "Group")
INTERIM CONSOLIDATED FINANCIAL RESULTS
FOR THE PERIOD 1 JANUARY 2022 TO 30 JUNE 2022
CHIEF EXECUTIVE OFFICER STATEMENT
I am pleased to present the interim financial results of the Group for the
period 1 January 2022 to 30 June 2022.
Whilst the past period has continued to be extremely challenging, Clean Invest
Africa is looking forward to the next period with significant optimism due to
the potential of a substantial and strong pipeline which includes the
commercialisation of Coal Agglomeration South Africa ("CASA"), industrial
pelletising plant ("CASA Plant"), in South Africa, the ongoing discussion with
various customers and potential partners leading to the development of joint
ventures in different geographical areas which will be responsible for the
construction and operation of further fines pelletizing plants, not only
related to coal but also other minerals such as, for example, ilmenite and
phosphate.
I am also pleased to report that during the first half of the year, as
announced in February and March 2022, the Company raised £200,000. The Company
continues to explore funding opportunities and we are in discussion with other
potential investors who have shown significant interest in our technology. This
is because there is a renewed interest in coal following the urgent need to
seek alternative energy sources as a result of current global energy
disruption of energy and also to the ability of CIA to provide an opportunity
for investment in land rehabilitation and in general a more sustainable
approach to mining operations.
The commercialisation of our plant at Bulpan in South Africa is expected to
generate revenue and profits to underpin further expansion and growth as
mentioned above.
On 30 March 2022, the Company and Contax Partners Inc. (beneficially owned by
Filippo Fantechi) and Shaikh Mohamed Abdulla Khalifa AlKhalifa, (together the
Lenders) ("Directors") agreed to settle the Facility Agreement as set out in
paragraph 8.13, Part VI of its Admission Document dated 14 June 2019. As at 31
December 2018, the Company had a loan facility agreement with the Lenders with
an outstanding balance of US$5,758,598 and it was provided that the balance
would increase by any further amounts that are advanced to CoalTech, as agreed
by the parties. As at 31 December 2021, the final balance has increased to
US$6,847,324 or approximately £5,231,238. The Company and the Lenders have
agreed that the balance outstanding be renegotiated to a total amount of £
5,000,000 and that all debt currently owed to the Lenders be fully and
immediately settled by the issuance of a convertible loan note ("CLN"), with a
zero percent coupon for a 5-year term and repayable only in Ordinary shares of
the Company at a price of 1p per share, subject to Takeover Code thresholds.
Further, the CLN comprises an amount of £2,718,342 for Contax Partners Inc and
£2,281,658 for Shaikh Mohamed Abdulla Khalifa AlKhalifa. All conversion shares
issued under the CLN shall be subject to a 12-month lock-in period and
thereafter to an orderly market agreement for a further period of 12 months.
Contax Partners notified the immediate conversion of all of their CLN, on 31
March 2022, in an amount of £2,718,342 and accordingly the Company issued
271,834,235 new Ordinary Shares to Contax Partners Inc. The Contax Partners CLN
terminated on the issue of these new Ordinary Shares on 8 April 2022. Shaikh
Mohamed Abdulla Khalifa AlKhalifa notified the immediate conversion of an
amount of £1,750,000, on 31 March 2022, and accordingly the Company issued
175,000,000 new Ordinary Shares to Shaikh Mohamed Abdulla Khalifa AlKhalifa.
After conversion to Shaikh Mohamed Abdulla Khalifa AlKhalifa on 8 April 2022,
the CLN remains at £531,658 or equivalent to 53,165,765 new Ordinary Shares.
In addition, whilst the business took measures to reduce costs and in
particular any variable overhead, it continued throughout to carry its minimum
fixed overhead burden. Net creditor days have been extended beyond its normal
anticipated ratio and management continues to closely manage impacted
creditors, but overall, creditors, which are largely trade and routine, have
and continue to be very supportive.
The Company and its subsidiary CoalTech Limited ("CoalTech") looks forward
with optimism, based upon the potential of an extensive and solid pipeline of
opportunities. It is worth reiterating that the strategy of CoalTech is to
secure long term, large scale customer relationships with whom it would develop
one or more full scale plants and with long term offtake arrangements. Securing
one such customer would be transformative, with any such project likely to have
a capital project value well in excess of $10 million and involve the
processing of large scale fines or tailings, typically over one million tonnes.
Different arrangements with ckients will result in ongoing revenue streams
through profit share and royalty agreements for CIA.
The early stages of commercial discussions typically also involve CoalTech
running test batches. These batches are often initially small, for example 10's
of kilos and then increase to sample production size batches of, for example,
10's of tonnes. Once batches are completed the outputs are exhaustively tested
by CoalTech and by the potential client. This process is a considerable
proportion of the CoalTech overhead and consumes the majority of the available
production of our Bulpan production facility in South Africa. The CoalTech
pipeline for coal fines remains substantial and robust and continually
developing.
In a further positive development the CoalTech technology previously only
applied to coal fines or coal waste, has now been proven by CoalTech to be
suitable for the pelletising of other materials, with potentially high grade
ores, precious metals, minerals and solid based natural resources. CIA is now
evaluating the opportunity in the much wider market beyond coal including
minerals such as Ilmenite, chrome, iron ore, manganese, as well as other base,
ferrous and precious metals and biomass. This is a very significant development
and our subsidiary, CASA has completed in July 2022, a 10,000 tonnes trial
project for a major potential client in the ilmenite business and has now
submitted a proposal for the development of a dedicated plant for this client.
Ilmenite has become the subject of advanced discussion with another
significant potential client in the ilmenite space and testing and lab analysis
are ongoing with the possibility to develop other applications for the recovery
and use of ilmenite sludge. Whilst still in its early days this is an indicator
of far greater potential for CIA beyond coal than previously considered.
FINANCIALS
The Group's interim consolidated financial results for the period 1 January
2022 to 30 June 2022 show a loss after taxation of £769,923.
The financial information for the six months period ended 30 June 2022 has not
been reviewed by the Company's external auditors.
OUTLOOK
The Directors are pleased with the progress made in this period and look
forward to continuing to update shareholders on the progress of the Group and
the potentially exciting prospects ahead, some of which are developing at
speed. Such prospects are of course conditional upon and dependant upon the
Company raising further funding. We continue to seek new investment funding
and we will advise shareholders as these opportunities develop.
Filippo Fantechi
Chief Executive Officer
29 September 2022
The Directors of the Company accept responsibility for the content of this
announcement.
ENQUIRIES:
Company
Clean Invest Africa PLC
Filippo Fantechi - Chief Executive Officer
Telephone: +973 39696273
Corporate Adviser
Peterhouse Capital Limited
Guy Miller
Telephone: +44 20 7220 9795
CLEAN INVEST AFRICA PLC
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 1 JANUARY 2022 TO 30 JUNE 2022
For the 6 For the year
months period ended
ended
30-Jun-22 31-Dec-21
(Unaudited) (Audited)
£ £
Continuing operations
Revenue 25,548 68,602
Cost of sales (62,801) (251,562)
Gross loss (37,253) (182,960)
Other operating income 222,569 2,409
Operating costs (407,953) (867,892)
Operating loss (222,637) (1,048,443)
Finance costs (9,941) (16,439)
Fair value of share options and warrants (537,345) -
Foreign exchange revaluation on amounts - (92,773)
due to related party
Loss before income tax (769,923) (1,157,655)
Income tax - -
Loss for the financial period/year (769,923) (1,157,655)
attributable to the Company's equity
shareholders
Other comprehensive income
Items that will be reclassified to profit
or loss
Loss for the period/year (769,923) (1,157,655)
Currency translation differences 53,320 64,358
Total comprehensive loss for the period/ (716,603) (1,093,297)
year
Earnings per share expressed in pence per
share:
Basic and diluted loss per share (GBP) (0.05) (0.10)
The accompanying notes form an integral part of these interim financial
statements.
CLEAN INVEST AFRICA PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
As at As at
30-Jun-22 31-Dec-21
(Unaudited) (Audited)
£ £
Assets
Non-current assets
Property, plant and equipment 424,081 409,498
Right-of-use assets 19,196 25,230
Investments 11,653 11,653
Total Non-current assets 454,930 446,381
Current assets
Inventories 7,739 7,120
Trade and other receivables 122,800 93,597
Amounts due from related parties 3,875,834 3,481,900
Cash & cash equivalents 4,338 31,253
Total current assets 4,010,711 3,613,870
Total assets 4,465,641 4,060,251
Equity and liabilities
Shareholders' equity
Called up share capital 4,457,158 3,000,526
Share premium 28,502,097 24,990,187
Shares to be issued 332,294 332,294
Share-based payment reserve 3,780,901 3,243,556
Convertible loans 746,658 215,000
Reverse takeover reserve (23,050,570) (23,050,570)
Foreign currency translation reserve 292,267 238,947
Accumulated losses (13,339,775) (12,569,852)
Total equity 1,721,030 (3,599,912)
Liabilities
Current liabilities
Trade and other payables 2,640,741 2,532,066
Current portion of lease liabilities 19,975 16,608
Amounts due to related parties 80,339 5,098,724
Total current liabilities 2,741,055 7,647,398
Non-current liabilities
Non-current portion of lease liabilities 3,556 12,765
Total non-current liabilities 3,556 12,765
Total liabilities 2,744,611 7,660,163
Total equity and liabilities 4,465,641 4,060,251
The accompanying notes form an integral part of these interim financial
statements.
CLEAN INVEST AFRICA PLC
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
As at As at
30-Jun-22 31-Dec-21
(Unaudited) (Audited)
£ £
Assets
Non-current assets
Investments 4,744,225 4,744,225
Current assets
Trade and other receivables 5,393,202 246,292
Cash and cash equivalents 211 14,068
Total current assets 5,393,413 260,360
Total assets 10,137,638 5,004,585
Equity and liabilities
Shareholders' equity
Called up share capital 4,457,158 3,000,526
Share premium 28,502,097 24,990,187
Shares to be issued 332,294 332,294
Convertible loans 746,658 215,000
Share-based payment reserve 3,780,901 3,243,556
Accumulated losses (27,946,897) (27,191,528)
Total equity 9,872,211 4,590,035
Current liabilities
Trade and other payables 265,427 414,550
Total current liabilities 265,427 414,550
Total equity and liabilities 10,137,638 5,004,585
A separate income statement for the parent entity has not been presented, as
permitted by section 408 of the Companies Act 2006. The loss for the parent
company for the 6 months period ended 30 June 2022 was £755,369 (2021: loss of
£298,061).
The accompanying notes form an integral part of these interim financial
statements.
CLEAN INVEST AFRICA PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODING 30 JUNE 2022
Called up Share Shares to Share-based Reverse Convertible Foreign Accumulated Total
share premium be issued payment takeover loans currency losses Equity
capital reserve reserve translation
reserve
GBP
As at 1 January 2021 2,949,388 24,938,863 332,294 3,243,556 (23,050,570) 155,000 174,589 (11,412,197) (2,669,077)
Transactions with owners,
recorded directly in equity:
Shares issued during the year 51,138 51,324 - - - - - - 102,462
Interest bearing loans and - - - - - 60,000 - - 60,000
borrowings
Total comprehensive loss - - - - - - 64,358 (1,157,655) (1,093,297)
As at 31 December 2021 3,000,526 24,990,187 332,294 3,243,556 (23,050,570) 215,000 238,947 (12,569,852) (3,599,912)
Transactions with owners,
recorded directly in equity:
Shares issued during the 1,456,632 3,511,910 - - - - - - 4,968,542
period
Share-based payment - - - 537,345 - - - - 537,345
Interest bearing loans and - - - - - 531,658 - - 531,658
borrowings
Total comprehensive loss - - - - - - 53,320 (769,923) (716,603)
As at 30 June 2022 4,457,158 28,502,097 332,294 3,780,901 (23,050,570) 746,658 292,267 (13,339,775) 1,721,030
The accompanying notes form an integral part of these interim financial
statements.
CLEAN INVEST AFRICA PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODING 30 JUNE 2022
Called up Share Shares to Convertible Share-based Accumulated Total
share premium be issued loans payment losses Equity
capital reserve
GBP
As at 1 January 2021 2,949,388 24,938,863 332,294 155,000 3,243,556 (26,893,467) 4,725,634
Shares issued during the year 51,138 51,324 - - - - 102,462
Interest bearing loans and - - - 60,000 - - 60,000
borrowings
Total comprehensive loss - - - - - (298,061) (298,061)
As at 31 December 2021 3,000,526 24,990,187 332,294 215,000 3,243,556 (27,191,528) 4,590,035
Shares issued during the period 1,456,632 3,511,910 - - - - 4,968,542
Share-based payment - - - - 537,345 - 537,345
Interest bearing loans and - - - 531,658 - - 531,658
borrowings
Total comprehensive loss - - - - - (755,369) (755,369)
As at 30 June 2022 4,457,158 28,502,097 332,294 746,658 3,780,901 (27,946,897) 9,872,211
The accompanying notes form an integral part of these interim financial
statements.
CLEAN INVEST AFRICA PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD 1 JANUARY 2022 TO 30 JUNE 2022
For the For the year
period ended ended
30-Jun-22 31-Dec-21
(Unaudited) (Audited)
£ £
Operating activities
Loss for the period before income tax (769,923) (1,157,655)
Adjustment for:
Fair value of warrants/options issued and vested 537,345 -
Depreciation (non-cash) 22,566 40,526
Amortisation of right-of-use assets 8,165 11,906
Finance costs 9,941 16,439
Changes in operating assets and liabilities
Trade and other receivables (29,203) 11,970
Trade and other payables 124,655 885,911
Cash utilised in operations (96,454) (190,903)
Finance costs (9,941) (17,088)
Net cash used in operating activities (106,395) (207,991)
Financing activities
Funding received from a related party - 69,147
Proceeds from issue of shares 199,860 102,462
Principal paid on lease liabilities (8,395) (11,031)
Net cash from financing activities 191,465 160,578
Increase/(decrease) in cash and cash equivalents 85,070 (47,413)
Exchange gains/(loss) on cash and cash (111,985) 64,802
equivalents
Cash and cash equivalents at beginning of the 31,253 13,864
period/year
Cash and cash equivalents at end of the period/ 4,338 31,253
year
The accompanying notes form an integral part of these interim financial
statements.
CLEAN INVEST AFRICA PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2022
1. Company information
Clean Invest Africa plc (the "Company") is a public limited company which is
listed on the Aquis Stock Exchange Growth Market and is incorporated and
domiciled in the United Kingdom.
The consolidated entity (the "Group") consists of the Company and the entities
it controlled at the end of the six months period ended 30 June 2022.
Principal activity
The Company's primary strategy is to identify investment opportunities and
acquisitions in clean energy projects/companies or alternative technologies
that are used in a socially and environmentally responsible way on a global
basis, with the intention of building a diversified portfolio of assets.
The subsidiaries of the Company, CoalTech Limited ("CoalTech"), a company
registered in the United Kingdom with registered number 11368750, and Coal
Agglomeration South Africa (Pty) Ltd. ("CASA"), a company registered in South
Africa with registered number 2015/439393/07 and CoalTech's subsidiary Coal
Tech LLC, a company registered in the United States of America with registered
number 5685936 (collectively referred as "CoalTech Group"), are primarily
engaged in agglomerating coal fines waste (coal dust) into coal pellets through
the commercialization of the Group's proprietary binding technology.
2. Basis of preparation
The interim consolidated financial statements of the Group and the interim
financial statements of the Company (the "interim financial statements") have
been prepared in accordance with International Financial Reporting Standards
(IFRS) and IFRIC interpretations (IFRS IC) as adopted by the European Union and
the Companies Act 2006 applicable to companies reporting under IFRS.
The interim financial statements are for the six months period ended 30 June
2022 and are presented in Sterling (£) which is the Company's presentation
currency. The financial information for the six months period ended 30 June
2022 have not been reviewed by the Company's external auditors or audited.
The interim consolidated financial statements of the Group and the interim
financial statements of the Company have been prepared using going concern
assumption under the historical cost convention. The Directors believe the
Group has or has access to sufficient funds to continue as a going concern for
at least 12 months from the end of the reporting period.
3. Dividend
No dividends will be distributed for the six-month period ended 30 June 2022.
4. Earnings per share
Basic and diluted
For the 6 months For the year
period ended ended 31
30 June 2022 December 2021
(Unaudited) (Audited)
Total loss from continuing operations (769,923) (1,157,655)
attributable
to equity holders of the Company
Weighted average number of ordinary shares 1,491,347,457 1,180,204,866
in issue
Basic earnings per share from continuing (0.05) (0.10)
operations
5. Events after the reporting period
There were no significant events subsequent to 30 June 2022 and occurring
before the date of signing of the interim financial statements that would have
a significant impact on these annual financial statements.
END
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