TIDMHZM
RNS Number : 5626J
Horizonte Minerals PLC
17 August 2023
NEWS RELEASE
17 August 2023
INTERIM FINANCIAL RESULTS FOR THE SIX MONTHSED 30 JUNE 2023
Horizonte Minerals Plc (AIM/TSX: HZM) ("Horizonte" or the
"Company") , a nickel company developing two Tier 1 assets in
Brazil, announces it has today published its unaudited financial
results for the six-month period to 30 June 2023.
Highlights of the period, as per the announcement on 3 August
2023:
-- Araguaia Nickel Project Line 1 construction activities
continued to make good progress with first metal production
on-schedule for Q1 2024
o Strong safety performance, no lost time injuries with close to
3.8 million hours worked
o Approximately 65% of the overall construction of Araguaia was
completed as of 30 June 2023, with physical site construction 53%
complete
o Several major milestones were achieved during the period
including the delivery of the Rotary Kiln and commencement of ore
mining
o US$329 million has been spent on the Araguaia construction out
of the budgeted capital requirement of US$537 million
-- Araguaia Nickel Project Line 2 Feasibility Study ("FS"),
which aims to double nickel production from 14,500 tonnes per annum
to 29,000 tonnes per annum, to be published later this year
-- Liquidity and funding sources of US$344 million as of 30 June 2023
-- Published fourth consecutive standalone Sustainability Report for 2022
-- A recent video of the project progress is available: https://horizonteminerals.com/uk/en/videos_and_audio/
This announcement has been posted on the Company's website
www.horizonteminerals.com and is also available on SEDAR at
www.sedar.com .
For further information, visit www.horizonteminerals.com or
contact:
Horizonte Minerals plc info@horizonteminerals.com
Jeremy Martin (CEO) +44 (0) 203 356 2901
Simon Retter (CFO)
Patrick Chambers (Head of IR)
Peel Hunt LLP (Nominated Adviser & Joint
Broker)
Ross Allister
David McKeown +44 (0)20 7418 8900
---------------------------
BMO (Joint Broker)
Thomas Rider
Pascal Lussier Duquette
Andrew Cameron +44 (0)20 7236 1010
---------------------------
Barclays (Joint Broker)
Philip Lindop
Richard Bassingthwaighte +44 (0)20 7623 2323
---------------------------
Tavistock (Financial PR)
Emily Moss
Cath Drummond +44 (0) 20 7920 3150
---------------------------
ABOUT HORIZONTE MINERALS
Horizonte Minerals Plc (AIM/TSX: HZM) is developing two
100%-owned, Tier 1 projects in Pará state, Brazil - the Araguaia
Nickel Project and the Vermelho Nickel-Cobalt Project. Both
projects are high-grade, low-cost, with low carbon emission
intensities and are scalable. Araguaia is under construction with
first metal scheduled for 1Q 2024. When fully ramped up with Line 1
and Line 2, Araguaia is forecast to produce 29,000 tonnes of nickel
per year. Vermelho is at feasibility study stage and is expected to
supply nickel to the critical metals market. Horizonte's combined
production profile of over 60,000 tonnes of nickel per year
positions the Company as a globally significant nickel producer.
Horizonte's top three shareholders are La Mancha Investments S.à
r.l., Glencore Plc and Orion Resource Partners LLP.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Except for statements of historical fact relating to the
Company, certain information contained in this press release
constitutes "forward-looking information" under Canadian securities
legislation. Forward-looking information includes, but is not
limited to, the ability of the Company to complete any planned
acquisition of equipment, statements with respect to the potential
of the Company's current or future property mineral projects; the
ability of the Company to complete a positive feasibility study
regarding the second RKEF line at Araguaia on time, or at all, the
ability of the Company to complete a positive feasibility study
regarding the Vermelho Project on time, or at all, the success of
exploration and mining activities; cost and timing of future
exploration, production and development; the costs and timing for
delivery of the equipment to be purchased, the estimation of
mineral resources and reserves and the ability of the Company to
achieve its goals in respect of growing its mineral resources; the
realization of mineral resource and reserve estimates and achieving
production in accordance with the Company's potential production
profile or at all. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "would", "might" or "will be taken", "occur" or "be
achieved". Forward-looking information is based on the reasonable
assumptions, estimates, analysis and opinions of management made in
light of its experience and its perception of trends, current
conditions and expected developments, as well as other factors that
management believes to be relevant and reasonable in the
circumstances at the date that such statements are made, and are
inherently subject to known and unknown risks, uncertainties and
other factors that may cause the actual results, level of activity,
performance or achievements of the Company to be materially
different from those expressed or implied by such forward-looking
information, including but not limited to risks related to: the
inability of the Company to complete any planned acquisition of
equipment on time or at all, the ability of the Company to complete
a positive feasibility study regarding the implementation of a
second RKEF line at Araguaia on the timeline contemplated or at
all, the ability of the Company to complete a positive feasibility
study regarding the Vermelho Project on the timeline contemplated
or at all, exploration and mining risks, competition from
competitors with greater capital; the Company's lack of experience
with respect to development-stage mining operations; fluctuations
in metal prices; uninsured risks; environmental and other
regulatory requirements; exploration, mining and other licences;
the Company's future payment obligations; potential disputes with
respect to the Company's title to, and the area of, its mining
concessions; the Company's dependence on its ability to obtain
sufficient financing in the future; the Company's dependence on its
relationships with third parties; the Company's joint ventures; the
potential of currency fluctuations and political or economic
instability in countries in which the Company operates; currency
exchange fluctuations; the Company's ability to manage its growth
effectively; the trading market for the ordinary shares of the
Company; uncertainty with respect to the Company's plans to
continue to develop its operations and new projects; the Company's
dependence on key personnel; possible conflicts of interest of
directors and officers of the Company, and various risks associated
with the legal and regulatory framework within which the Company
operates, together with the risks identified and disclosed in the
Company's disclosure record available on the Company's profile on
SEDAR at www.sedar.com, including without limitation, the annual
information form of the Company for the year ended December 31,
2022, and the Araguaia and Vermelho Technical Reports available on
the Company's website https://horizonteminerals.com/. Although
management of the Company has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove
to be accurate, as actual results and future events could differ
materially from those anticipated in such statements.
Horizonte Minerals Plc
Unaudited Condensed Consolidated Interim Financial Statements
for the six months ended 30 June 2023
Condensed Consolidated Statement of Comprehensive Income
6 months ended
30 June
2023 2022
--------------------------------------------------------------------------- ------ ---------- ------------------
Unaudited Unaudited
Amended (Note 2)
--------------------------------------------------------------------------- ------ ---------- ------------------
Notes US$'000 US$'000
--------------------------------------------------------------------------- ------ ---------- ------------------
Administrative expenses (10,453) (7,326)
Share based payments 11 (1,196) -
Gain/(loss) on foreign exchange 10,987 9,383
(Loss)/profit before interest and taxation (662) 2,057
Net finance (costs)/income 5 (2,144) (2,984)
---------------------------------------------------------------------------- ------ ---------- ------------------
Loss before taxation (2,807) (927)
Taxation - -
--------------------------------------------------------------------------- ------ ---------- ------------------
Loss for the period (2,807) (927)
============================================================================ ====== ========== ==================
Other comprehensive income items that may be reclassified subsequently to
profit or loss
Cash flow hedges - foreign forward contracts 9 9,291 (4,638)
Currency translation differences on translating foreign operations 28,019 (9,789)
---------------------------------------------------------------------------- ------ ---------- ------------------
Other comprehensive income / (loss) for the period, net of taxation 37,310 (14,427)
---------------------------------------------------------------------------- ------ ---------- ------------------
Total comprehensive income / (loss) for the period attributable to equity
holders of the
Company 34,503 (15,354)
Earnings per share attributable to the equity holders of the Group
Basic & Diluted earnings per share (pence per share) 20 (1.045) (0.487)
Condensed Consolidated Statement of Financial Position
30 June 31 December
2023 2022
Unaudited Audited
------------------------------ ------ ---------- ------------
Notes US$'000 US$'000
------------------------------ ------ ---------- ------------
Assets
Non-current assets
Intangible assets 6 19,714 13,209
Property, plant & equipment 7 449,880 277,902
Right of use assets 1,033 958
Trade and other receivables 21,015 9,966
Derivative financial
assets 9 - 62
491,642 302,097
------------------------------ ------ ---------- ------------
Current assets
Trade and other receivables 36,253 48,774
Derivative financial 9,
asset 13b 25,220 15,342
Cash and cash equivalents 8 138,682 154,028
------------------------------ ------ ---------- ------------
200,155 218,144
------------------------------ ------ ---------- ------------
Total assets 691,797 520,241
============================== ====== ========== ============
Equity and liabilities
Equity attributable
to owners of the parent
Issued capital 10 70,423 70,333
Share premium 10 306,946 306,720
Other reserves (1,919) (29,938)
Cash flow hedge reserve 10,379 1,088
Share options reserve 11 2,612 1,416
Accumulated losses (52,994) (50,188)
------------------------------ ------ ---------- ------------
Total equity 335,446 299,430
------------------------------ ------ ---------- ------------
Liabilities
Non-current liabilities
Contingent consideration 12 7,131 6,896
Royalty Finance 13a 96,661 89,745
Deferred consideration 12 3,815 4,808
Convertible loan notes
liability 14 64,123 59,448
Cost overrun facility 15 23,872 23,810
Senior debt facility 16 128,317 4,328
Environmental rehabilitation
provision 1,158 635
Lease liabilities 669 715
Trade and other payables 363 723
326,109 191,109
------------------------------ ------ ---------- ------------
Current liabilities
Trade and other payables 28,760 28,481
Deferred consideration 12 1,061 950
Lease liabilities 421 272
30,242 29,703
------------------------------ ------ ---------- ------------
Total liabilities 356,351 220,811
------------------------------ ------ ---------- ------------
Total equity and liabilities 691,797 520,241
============================== ====== ========== ============
Condensed Statement of Changes in Shareholders' Equity
Attributable to the owners of the parent
---------------------------------------------------------------------------------
Share Share Accumulated Other Cash flow Share
capital premium losses reserves hedge options Total
US$'000 US$'000 US$'000 US$'000 reserve reserve US$'000
US$'000 US$'000
---------------------- --------- --------- ------------ ---------- ---------- --------- ----------
As at 1 January
2022 52,215 245,388 (45,078) (23,273) - - 229,253
---------------------- --------- --------- ------------ ---------- ---------- --------- ----------
Comprehensive
income
Loss for the period - - (927) - - - (927)
Other comprehensive
income
Cash flow hedges
- foreign forward
contracts - - - - (4,638) - (4,638)
Currency translation
differences - - - (9,789) - - (9,789)
---------------------- --------- --------- ------------ ---------- ---------- --------- ----------
Total comprehensive
loss - - (927) (9,789) (4,638) - (15,354)
---------------------- --------- --------- ------------ ---------- ---------- --------- ----------
Transactions with
owners
Issue of ordinary
shares 78 261 198 - - - 537
Total transactions
with owners 78 261 198 - - - 537
As at 30 June
2022 (amended note
2 and unaudited) 52,293 245,649 (45,807) (33,062) (4,638) - 214,436
---------------------- --------- --------- ------------ ---------- ---------- --------- ----------
Attributable to the owners of the parent
-------------------------------------------------------------------------------------------
Share Share Accumulated Other Cash flow Share options
capital premium losses reserves hedge reserve reserve Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
----------------------- --------- --------- ------------ ---------- --------------- -------------- ----------
As at 1 January
2023 70,333 306,720 (50,188) (29,938) 1,088 1,416 299,430
----------------------- --------- --------- ------------ ---------- --------------- -------------- ----------
Comprehensive income
Loss for the period - - (2,807) - - - (2,807)
Other comprehensive
income
Cash flow hedges
- foreign forward
contracts - - - - 9,291 - 9,291
Currency translation
differences - - - 28,019 - - 28,019
----------------------- --------- --------- ------------ ---------- --------------- -------------- ----------
Total comprehensive
income / (loss) - - (2,807) 28,019 9,291 - 34,503
----------------------- --------- --------- ------------ ---------- --------------- -------------- ----------
Transactions with
owners
Issue of ordinary
shares 90 226 - - - - 316
Share options granted - - - - - 1,196 1,196
Total transactions
with owners 90 226 - - - 1,196 1,512
As at 30 June 2023
(unaudited) 70,423 306,946 (52,995) (1,919) 10,379 2,612 335,446
======================= ========= ========= ============ ========== =============== ============== ==========
Condensed Consolidated Statement of Cash Flows
6 months ended
30 June
---------------------------------------------------- ------ ------------------------------
2023 2022
Amended (Note 2)
---------------------------------------------------- ------ ---------- ------------------
Unaudited Unaudited
---------------------------------------------------- ------ ---------- ------------------
US$'000 US$'000
Cash flows from operating activities
Loss before taxation (2,807) (927)
Net finance costs 5 2,144 2,984
Share based payment 11 1,196 -
Exchange differences (10,987) (9,383)
Operating loss before changes in working capital (10,453) (7,326)
Decrease/(increase) in trade and other receivables (16,799) (3,057)
(Decrease)/increase in trade and other payables (80) (11,841)
---------------------------------------------------- ------ ---------- ------------------
Net cash outflow from operating activities (27,332) (22,224)
==================================================== ====== ========== ==================
Cash flows from investing activities
Purchase of intangible assets 6 (5,396) (639)
Purchase of property, plant and equipment 7 (140,178) (67,047)
Interest received 5 4,368 2,394
---------------------------------------------------- ------ ---------- ------------------
Net cash outflow from investing activities (141,205) (65,292)
---------------------------------------------------- ------ ---------- ------------------
Cash flows from financing activities
Net proceeds from issue of ordinary shares 10 317 537
Proceeds from issue of convertible loan notes 14 - 61,263
Issue costs 14 - (950)
Proceeds from royalty finance arrangement 13a - 25,000
Issue costs 13a - (848)
Proceeds from senior debt facility 16 135,000 -
Lease liability payments (222) -
Commitment fees payments (4,219) -
Loan facilities interest payments 15,16 (2,024) -
Net cash inflow from financing activities 128,852 85,001
---------------------------------------------------- ------ ---------- ------------------
Net decrease in cash and cash equivalents (39,685) (2,515)
Cash and cash equivalents at beginning of period 154,028 210,492
Exchange gain/(loss) on cash and cash equivalents 24,340 (9,021)
---------------------------------------------------- ------ ---------- ------------------
Cash and cash equivalents at end of the period 138,682 198,956
==================================================== ====== ========== ==================
Extract from the Notes to the Financial Statements*
*The notes below are only an extract from the Unaudited
Condensed Consolidated Interim Financial Statements as at 30 June
2023. For the full disclosure please refer to the interim results
published on our website
General information
The principal activity of the Company and its subsidiaries
(together 'the Group') is the exploration and development of base
metals. There is no seasonality or cyclicality of the Group's
operations.
The Company's shares are listed on the Alternative Investment
Market of the London Stock Exchange (AIM) and on the Toronto Stock
Exchange (TSX). The Company is incorporated and domiciled in the
United Kingdom. The address of its registered office is Rex House,
4-12 Regent Street, London SW1Y 4RG.
Basis of preparation
The financial statements for the year ended 31 December 2022
were prepared in accordance with UK adopted international
accounting standards. The financial statements were prepared under
the historical cost convention except for the following items
(refer to individual accounting policies for details):
-- Contingent consideration
-- Financial instruments - fair value through profit and loss
-- Cash settled share-based payment liabilities
-- Cash flow hedges at fair value through other comprehensive income (OCI)
The condensed consolidated interim financial statements for the
six-month reporting period ended 30 June 2023 have been prepared in
accordance the UK-adopted International Accounting Standard 34,
'Interim Financial Reporting'.
The interim report does not include all of the notes of the type
normally included in an annual financial report. Accordingly, this
report is to be read in conjunction with the annual report for the
year ended 31 December 2022, and any public announcements made by
the Group during the interim reporting period.
The financial information for the year ended 31 December 2022
contained in these interim financial statements does not constitute
the company's statutory accounts for that period. Statutory
accounts for the year ended 31 December 2022 have been delivered to
the Registrar of Companies. The auditors' report on those accounts
was unqualified and did not contain a statement under 498(2) or
498(3) of the Companies Act 2006. The auditor's report drew
attention to a material uncertainty related to the Group's ability
to continue as a going concern (refer to the going concern note
below), however the auditor's opinion was not modified in respect
of this matter.
The level of rounding was changed to only reflect the nearest
thousand for the financial period ended
30 June 2023. Immaterial rounding adjustments were made to the
comparative information as a result of
this change.
Amendment to prior period figures
These financial statements have been restated to include certain
amendments to the figures for the 6 months to 30 June 2022. The
amendments are driven by the revised embedded derivative valuations
included in the convertible loan notes and Vermelho royalty
financing arrangement at initial recognition. None of these
adjustments have a cash impact on the balance sheet.
The effect of these amendments on the statement of financial
position and statement of comprehensive are set out in the table
below:
Property, Derivative
plant and financial Convertible Accumulated
equipment asset Royalties loan notes losses
US$'000 US$'000 US$'000 US$'000 US$'000
30 June 2022 -
as previously stated 155,467 9,540 (82,838) (57,142) 41,032
---------------------- -------------------- ----------------- --------------- ---------------- --------------
Convertible loan
note - revised
embedded
derivative valuation 3 - - (5,026) 5,023
Vermelho royalty
- revised buy-back
option derivative
valuation - 5,258 (5,010) - (248)
30 June 2022 -
Amended 155,470 14,798 (87,848) (62,168) 45,807
---------------------- -------------------- ----------------- --------------- ---------------- --------------
Revised Revised
As previously convertible allocation
stated loan note of convertible Revised unwinding Amended
as at embedded loan notes of discount as at
30 June derivative transaction on Vermelho 30 June
2022 valuation costs royalty 2022
US'000 US'000 US'000 US'000 US'000
---------------------- -------------- --------------- ------------------- -------------------- ------------
Statement of
comprehensive
income
---------------------- -------------- --------------- ------------------- -------------------- ------------
Administrative
expenses (6,664) - (663) - (7,326)
Change in fair value
of derivatives 4,361 (4,361) - - -
Gain/(Loss) on
foreign
exchange 9,383 - - - 9,383
Profit/(Loss) before
interest and
taxation 7,080 (4,361) (663) - 2,057
---------------------- -------------- --------------- ------------------- -------------------- ------------
Net finance costs (3,232) - - 248 (2,984)
Profit/(Loss) before
taxation 3,848 (4,361) (663) 248 (927)
---------------------- -------------- --------------- ------------------- -------------------- ------------
Taxation - - - - -
Profit/(Loss) for
the year from
continuing
operations 3,848 (4,361) (663) 248 (927)
---------------------- -------------- --------------- ------------------- -------------------- ------------
Going concern
The condensed consolidated interim financial statements have
been prepared on a going concern basis. Although the Group's assets
are not generating revenues, the Directors have a reasonable
expectation that the Group has sufficient funds to undertake its
operating activities for the foreseeable future. The Group has cash
reserves and access to liquidity which are considered sufficient by
the Directors to fund the Group's committed expenditure both
operationally and on its exploration project for the foreseeable
future.
The Group continued to make good progress on the construction of
its Araguaia Project during the six-month period ended 30 June
2023. The first drawdown under the senior debt facility was
completed in December 2022 following the satisfaction of certain
conditions precedent customary to a financing of this nature.
Subsequent drawdowns under the senior debt facility followed during
the six month period and further drawdowns are expected during the
remainder of the construction period, again following the
satisfaction of certain conditions precedent customary to a
financing of this nature including but not limited to satisfaction
of a cost to complete exercise prior to each draw down on the
facility, satisfaction of minimum order values from certain
suppliers, maintaining the good standing of operational licences
and permitting, and financial models detailing the Group's budget
forecasting compliance with covenants and ratios. There is no
guarantee that these conditions will be met.
The funds held at the end of the six-month period and the
satisfaction of any condition's precedent for further drawdowns of
the senior debt facility (including access to any of the funds
secured as part of the cost overrun facility), are considered
sufficient by the Directors to fund its general working capital
requirements for the foreseeable future. However, there exists a
risk that the senior debt facility is not able to be drawn due to
unforeseen circumstances or noncompliance with any conditions
precedent which may or may not be within the control of the
Group.
As at 30 June 2023 approximately 65% of the Araguaia Project
construction has been completed, a total of US$329million has been
spent out of the budgeted capital requirement of US$537million. As
at the half year end, the Group had total liquidity and funding
sources of US$344million.
Additionally, despite being approximately 65% complete a number
of risks still exist around escalation costs linked to several of
the major construction packages (these include labour, materials
and productivity). This could result in future drawdowns on the
senior debt facility not being permitted and require the Group to
pursue alternative sources of funding to meet its commitments.
As the project moves into operational ramp-up phase there are a
number of risk areas around commissioning the RKEF process plant.
If any of these ramp-up risks exceed the pre-production funding
allocated to the unit areas there will be a requirement for
additional funding.
As a number of these factors are outside of the Group's control,
a material uncertainty exists which may cast significant doubt
about the Group's continued ability to operate as a going concern
and its ability to realise its assets and discharge its liabilities
in the normal course of business.
The financial statements do not include any adjustments that
would result if the Group were unable to continue as a going
concern.
Intangible assets
Intangible assets comprise exploration and evaluation costs and
goodwill. Exploration and evaluation costs comprise internally
generated and acquired assets.
Exploration
and
Exploration evaluation
Goodwill licences costs Software Total
US$'000 US$'000 US$'000 US$'000 US$'000
------------------------- --------- ------------ ---------------- -------- ----------
Cost
At 1 January 2022 201 6,455 1,563 90 8,309
Additions - - 4,256 94 4,350
Amortisation for the
year - - - (31) (31)
Exchange rate movements 14 649 (88) 6 581
Net book amount at
31 December 2022 215 7,104 5,731 159 13,209
------------------------- --------- ------------ ---------------- -------- ----------
Transfers - - (10) 56 46
Additions - - 5,380 16 5,396
Amortisation for the
year - - - (25) (25)
Exchange rate movements 18 587 471 12 1,088
Net book amount at
30 June 2023 233 7,691 11,572 218 19,714
========================= ========= ============ ================ ======== ==========
Exploration and evaluation assets
The exploration licences and exploration and evaluation costs
relate to the Vermelho project. No indicators of impairment were
identified during the period for the Vermelho project.
Vermelho
In January 2018, the acquisition of the Vermelho project was
completed, which resulted in a deferred consideration of $1,850,000
being recognised and accordingly the amount was capitalised to the
exploration licences held within intangible assets shown above.
On 17 October 2020 the Group published the results of a
Pre-Feasibility Study on the Vermelho Nickel Cobalt Project, which
confirms Vermelho as a large, high-grade resource, with a long mine
life and low-cost source of nickel cobalt for the battery
industry.
The economic and technical results from the study supports
further development of the project towards a full Feasibility Study
and included the following:
-- A 38-year mine life estimated to generate total cash flows after taxation of US$7.3billion;
-- An estimated Base Case post-tax Net Present Value1 ('NPV') of
US$1.7 billion and Internal Rate of Return ('IRR') of 26%;
-- At full production capacity the Project is expected to
produce an average of 25,000 tonnes of nickel and 1,250 tonnes of
cobalt per annum utilising the High-Pressure Acid Leach
process;
-- The base case PFS economics assume a flat nickel price of
US$16,400 per tonne ('/t') for the 38-year mine life;
-- C1 (Brook Hunt) cash cost of US$8,020/t Ni (US$3.64/lb Ni),
defines Vermelho as a low-cost producer; and
-- Initial Capital Cost estimate is US$652 million (AACE class 4).
Nothing has materially deteriorated with the economics of the
PFS between the publication date and the date of this report and
the Directors undertook an assessment of impairment through
evaluating the results of the PFS along with recent market
information relating to capital markets and nickel prices and
judged that there are no impairment indicators with regards to the
Vermelho Project. Nickel prices remain higher than they were at the
time of the publication of the PFS and overall sentiment towards
battery metals and supply materials have grown more positive over
the period.
Property, plant and equipment
Mine Development Vehicles Office Land acquisition Buildings Total
Property and other equipment improvement
field
equipment
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
----------------------------- ----------------- ----------- ----------- ----------------- ------------- --------
Cost
At 1 January 2022 59,418 858 141 10,310 - 70,727
Additions 184,319 - 167 2,607 38 187,131
Environmental rehabilitation
additions 635 - - - - 635
Transfers 781 (813) 32 - - -
Capitalised interest 13,176 - - - - 13,176
Disposals - - (3) - - (3)
Exchange rate movements 5,637 60 9 722 - 6,428
At 31 December 2022 263,966 104 348 13,639 38 278,094
----------------------------- ----------------- ----------- ----------- ----------------- ------------- --------
Additions 143,093 - 78 24 - 143,195
Environmental rehabilitation
additions 436 - - - - 436
Transfers (178) 24 105 - 6 (43)
Capitalised interest 5,451 - - - - 5,451
Disposals - - (4) - - (4)
Exchange rate movements 21,827 9 29 1,128 3 22,996
----------------------------- ----------------- ----------- ----------- ----------------- ------------- --------
At 30 June 2023 434,595 137 555 14,791 47 450,125
----------------------------- ----------------- ----------- ----------- ----------------- ------------- --------
Accumulated depreciation
At 1 January 2022 - 81 52 - - 133
Charge for the year - 7 42 - 1 50
Transfer - (1) 1 - - -
Disposals - - - - - -
Exchange rate movements - 5 4 - - 9
----------------------------- ----------------- ----------- ----------- ----------------- ------------- --------
At 31 December 2022 - 92 99 - 1 192
----------------------------- ----------------- ----------- ----------- ----------------- ------------- --------
Charge for the period - 2 35 - 1 38
Transfers - - - - - -
Disposals - - - - - -
Exchange rate movements - 8 7 - - 15
----------------------------- ----------------- ----------- ----------- ----------------- ------------- --------
At 30 June 2023 - 102 141 - 2 245
----------------------------- ----------------- ----------- ----------- ----------------- ------------- --------
-
----------------------------- ----------------- ----------- ----------- ----------------- ------------- --------
Net book amount as
at 30 June 2023 434,595 35 415 14,791 44 449,880
----------------------------- ----------------- ----------- ----------- ----------------- ------------- --------
Net book amount as
at 31 December 2022 263,965 12 249 13,639 37 277,902
----------------------------- ----------------- ----------- ----------- ----------------- ------------- --------
In December 2018, a Canadian NI 43-101 compliant Feasibility
Study (FS) was published by the Company regarding the enlarged
Araguaia Project which included the Vale dos Sonhos deposit
acquired from Glencore. The financial results and conclusions of
the FS clearly indicate the economic viability of the Araguaia
Project with an NPV of $401M using a nickel price of $14,000/t Ni.
Nothing material has changed with the economics of the FS between
the publication date and the date of this report and the Directors
undertook an assessment of impairment through evaluating the
results of the FS along with recent market information relating to
capital markets and nickel prices and judged that there are no
impairment indicators with regards to the Araguaia Project.
Impairment assessments for exploration and evaluation assets are
carried out either on a project-by-project basis or by geographical
area.
The adjacent Araguaia/Lontra/Vila Oito and Floresta exploration
sites (the Araguaia Project), together with the Vale dos Sonhos
deposit acquired from Xstrata Brasil Mineração Ltda comprise a
resource of a sufficient size and scale to allow the Company to
create a significant single nickel project. For this reason, at the
current stage of development, these two projects are viewed and
assessed for impairment by management as a single cash generating
unit.
The mineral concession for the Vale dos Sonhos deposit was
acquired from Xstrata Brasil Mineração Ltda, a subsidiary of
Glencore Canada Corporation, in November 2015.
The NPV has been determined by reference to the FS undertaken on
the Araguaia Project. The key inputs and assumptions in deriving
the value in use were, the discount rate of 8%, which is based upon
an estimate of the risk adjusted cost of capital for the
jurisdiction, capital costs of $443 million, operating costs of
$8,194/t Nickel, a Nickel price of US$14,000/t and a life of mine
of 28 years.
Cash and cash equivalents
30 June 31 December
2023 2022
US$'000 US$'000
Cash at bank and
on hand 112,670 122,376
Short-term deposits 26,012 31,652
--------- ------------
138,682 154,028
--------- ------------
Access is restricted to cash and cash equivalents of US$29.8
million. These funds have been secured in the case of a cost
overrun against the construction schedule and budget of the
Araguaia Project. Refer to 'Cost overrun facility' note for more
details.
Royalty Financing liability
a.1) Araguaia royalty financing liability
On 29 August 2019 the Group entered into a royalty funding
arrangement with Orion Mine Finance ("OMF") securing a gross
upfront payment of $25,000,000 before fees in exchange for a
royalty, the rate being in a range from 2.25% to 3.00% and
determined by the date of funding and commencement of major
construction. The rate has been confirmed to be 2.95%. The royalty
is paid over the first 426k tonnes of nickel produced from the
Araguaia Ferronickel project. The royalty is linked to production
and therefore does not become payable until the project is
constructed and commences commercial production; more detail is
contained within the audited financial statements for the year
ended 31 December 2022. The agreement contains certain embedded
derivatives which as per IFRS9 have been separately valued and
included in the fair value of the financial instrument in note
13b).
The Royalty liability has initially been recognised using the
amortised cost basis with an effective interest rate of 14.5%. When
circumstances arise that lead to payments due under the agreement
being revised, the group adjusts the carrying amount of the
financial liability to reflect the revised estimated cash flows.
This is achieved by recalculating the present value of estimated
cash flows using the original effective interest rate of 14.5%. Any
adjustment to the carrying value is recognised in the income
statement.
The carrying value of the royalty reflects assumptions on
expected long term nickel price, update headline royalty rate as
well as the timing of payments related to expected date of
commencement of production and hence payment to be made under the
royalty agreement.
The assumption influencing the increase in the carrying value of
the royalty since year end is the long-term nickel price which has
increased from $18,721 t/Ni to $19,193 t/Ni. The royalty rate is
2.95%.
Management have sensitised the carrying value of the royalty
liability for a $1,000/t Ni increase/decrease in future nickel
price the carrying value would change by US$2,831,299.
a.2) Vermelho royalty financing liability
On 23 November 2021 the Group entered into a royalty funding
arrangement with Orion Mine Finance ("OMF") securing a gross
upfront payment of $25,000,000 before fees in exchange for a
royalty, at a rate of 2.1%. The royalty rate will increase to 2.25%
if substantial construction of the Vermelho Project has not
commenced within 5 years of the closing date, 30 March 2022. The
royalty will be paid over the life of mine of Vermelho. The Royalty
agreement has certain provisions to revise the headline royalty
rate should there be change in the mine schedule and production
profile prior to construction or if the resource covered in the
Vermelho Feasibility Study is depleted. The royalty is linked to
production and therefore does not become payable until the project
is constructed and commences commercial production; more detail is
contained within the audited financial statements for the year
ended 31 December 2022. The agreement contains certain embedded
derivatives which as per IFRS9 have been separately valued and
included in the fair value of the financial instrument in note
13b). The royalty funds were received on 30 March 2022.
The Royalty liability has initially been recognised using the
amortised cost basis with an effective interest rate of 17.66%.
When circumstances arise that lead to payments due under the
agreement being revised, the group adjusts the carrying amount of
the financial liability to reflect the revised estimated cash
flows. This is achieved by recalculating the present value of
estimated cash flows using the original effective interest rate of
17.66%. Any adjustment to the carrying value is recognised in the
income statement.
The carrying value of the royalty reflects assumptions on
expected long term nickel and cobalt prices, headline royalty rate
as well as the timing of payments related to expected date of
commencement of production and hence payment to be made under the
royalty agreement.
The assumptions influencing the increase in the carrying value
of the royalty since year end is the movement in the long-term
commodity prices - nickel price from US$18,721 t/Ni to US$19,193
t/Ni and the cobalt price from US$56,950 t/Co to US$53,846. The
royalty rate has remained at 2.1%.
Management have sensitised the carrying value of the royalty
liability by a change in the royalty rate to 2.25% and it would be
US$3,129,101 higher and for a $1,000/t Ni increase/decrease in
future nickel price and future cobalt price the carrying value
would change by US$2,090,138.
Araguaia Vermelho Total
Royalty valuation Royalty valuation
US$'000 US$'000 US$'000
-------------------------------- ------------------- ------------------- --------
Net book amount at 1 January
2022 44,496 - 44,496
Initial recognition - 25,000 25,000
Embedded derivative - initial
valuation - 9,848 9,848
Transaction costs - (848) (848)
Unwinding of discount 5,351 4,449 9,800
Change in carrying value (1,064) 2,513 1,449
Net book amount at 31 December
2022 48,783 40,962 89,745
--------------------------------- ------------------- ------------------- --------
Unwinding of discount 2,952 3,404 6,356
Change in carrying value 1,119 (559) 560
Net book amount at 30 June
2023 52,854 43,807 96,661
--------------------------------- ------------------- ------------------- --------
Derivative financial assets
b.1) Araguaia derivative financial assets
The aforementioned Araguaia royalty agreement includes several
options embedded within the agreement as follows:
-- If there is a change of control of the Group and the start of
major construction works (as defined by the expenditure of in
excess of $30m above the expenditure envisaged by the royalty
funding) is delayed beyond a certain pre agreed timeframe the
following options exist:
o Call Option - which grants Horizonte the option to buy back
between 50 - 100% of the royalty at a valuation that meets certain
minimum economic returns for OMF;
o Make Whole Option - which grants Horizonte the option to make
payment as if the project had started commercial production and the
royalty payment were due; and
o Put Option - should Horizonte not elect for either of the
above options, this put option grants OMF the right to sell between
50 - 100% of the Royalty back to Horizonte at a valuation that
meets certain minimum economic returns for OMF.
-- Buy Back Option - At any time from the date of commercial
production, provided that neither the Call Option, Make Whole
Option or the Put Option have been actioned, Horizonte has the
right to buy back up to 50% of the Royalty at a valuation that
meets certain minimum economic returns for OMF.
The directors have undertaken a review of the fair value of all
of the embedded derivatives and are of the opinion that the Call
Option, Make Whole Option and Put Option currently have immaterial
values as the probability of both a change of control and project
delay are currently considered to be remote. There is considered to
be a higher probability that the Group could in the future exercise
the Buy Back Option and therefore has undertaken a fair value
exercise on this option.
The initial recognition of the Buy Back Option has been
recognised as an asset on the balance sheet with any changes to the
fair value of the derivative recognised in the income statement. It
has been fair valued using a Monte Carlo simulation which runs a
high number of scenarios in order to derive an estimated valuation.
The Monte Carlo simulation was last performed at the 31 December
2022 year end. The Monte Carlo simulation is performed annually at
the year-end date. The assumptions driving the buy-back option
valuation were assessed as at 30 June 2023 and it was concluded
that the change in the valuation would not be material.
The assumptions for the valuation of the Buy Back Option (per
the Monte Carlo simulation) are the future nickel price of
(US$18,721/t Ni), the start date of commercial production (March
2024), the prevailing royalty rate (2.95%), the inflation rate
(2.22%) and volatility of nickel prices (39.7%).
Sensitivity analysis
The valuation of the Buyback option is most sensitive to future
nickel price estimates and nickel price volatility.
A 15% adjustment to the estimated future nickel price would
result in a variance between US$2.7 million and US$3 million in the
valuation.
b.2) Vermelho derivative financial assets
Horizonte has the right to buy back 50% of the royalty on the
first four anniversaries of closing (or on any direct or indirect
change of control in respect of Vermelho up until the fourth
anniversary of closing).
After the 4th anniversary, Horizonte has the right to buy back
50% of the royalty on any direct or indirect change of control in
respect of Vermelho at a valuation that meets certain minimum
economic returns for OMF.
The initial recognition of the Buy Back Option has been
recognised as an asset on the balance sheet with any changes to the
fair value of the derivative recognised in the income statement. It
has been fair valued using a Monte Carlo simulation which runs a
high number of scenarios in order to derive an estimated valuation.
The Monte Carlo simulation was last performed at the 31 December
2022 year end. The Monte Carlo simulation is performed annually at
the year-end date. The assumptions driving the buy-back option
valuation were assessed as at 30 June 2023 and it was concluded
that the change in the valuation would not be material.
The assumptions for the valuation of the Buy Back Option (per
the Monte Carlo simulation) are the future nickel price
(US$18,721/t Ni), the future cobalt price (US$56,950/t Co), the
production profile from 2027 to 2065, the expected royalty rate
(2.1%), the inflation rate (2,22%), volatility of nickel prices
(22.1%) and volatility of cobalt prices (28.0%).
Sensitivity analysis
The valuation of the Buyback option is sensitive to estimates
for nickel and cobalt prices and their respective volatilities.
A 15% adjustment to the estimated future nickel and cobalt
prices would result in a variance of US$3.7 million in the
valuation.
Refer to the table below for the summary of the derivative
financial asset's valuation:
Araguaia Royalty Vermelho Royalty Total
US$'000 US$'000 US$'000
----------------------------- ---------------- ---------------- -------
Value as at 1 January 2022 4,950 - 4,950
Initial recognition - 9,848 9,848
Change in fair value 57 (366) (309)
------------------------------ ---------------- ---------------- -------
Value as at 31 December 2022 5,007 9,482 14,489
------------------------------ ---------------- ---------------- -------
Value as at 30 June 2023 5,007 9,482 14,489
------------------------------ ---------------- ---------------- -------
Convertible loan notes
On 29 March 2022 the Company issued convertible loan notes to
the value of $65 million at an interest rate of 11.75% with
interest accruing quarterly in arrears. The convertible loan notes
were issued at a discount of 5.75%. The maturity date of the
instruments is 15 October 2032.
The convertible loan notes are unsecured and the noteholders
will be repaid as follows:
-- Interest shall be capitalised until the Araguaia Project
Completion date, estimated to be 31 December 2025 (subject to
various technical operating tests being passed)
-- After Project Completion Date, interest shall be paid
quarterly only if there is available cash (after the company meets
its senior debt and other senior obligations)
-- After Project Completion Date, principal repayments
(including accrued capitalized interest) shall be paid quarterly
subject to available cash for distribution. In addition, a cash
sweep of 85% of excess cash will apply on each interest payment
date
-- Any amount outstanding on the CLN on the maturity date 15
October 2032, Horizonte is obliged to settle in full on the
maturity date.
At any time until the Maturity Date, the Noteholder may, at its
option, convert the notes, partially or wholly, into a number of
ordinary shares up to the total amount outstanding under the
Convertible Note divided by the Conversion Price. The Conversion
Price is 125% of the Subscription Price of 1.40 pence, converted to
US$ at a rate of 1.3493. The Conversion Price is therefore US$1.89.
The Conversion Price was revised to GBP1.268/US$1.71 after the
completed equity fundraise on 8 November 2022.
The convertible loan is a hybrid financial instrument, whereby a
debt host liability component and an embedded derivative liability
component was determined at initial recognition. The conversion
option did not satisfy the fixed for fixed equity criterion (fixed
number of shares and fixed amount of functional currency cash) as
the currency of the convertible loan notes is US Dollar and the
functional currency of Horizonte Minerals Plc and its share price
is GBP.
For convertible notes with embedded derivative liabilities, the
fair value of the embedded derivative liability is determined first
and the residual amount is assigned to the debt host liability.
The initial recognition of the embedded derivative conversion
feature has been recognised as a liability on the balance sheet
with any changes to the fair value of the derivative recognised in
the income statement. It has been fair valued using a Monte Carlo
simulation which runs a high number of scenarios in order to derive
an estimated valuation. The Monte Carlo simulation was last
performed at the 31 December 2022 year end. The Monte Carlo
simulation is performed annually at the year-end date. The
assumptions driving the buy-back option valuation were assessed as
at 30 June 2023 and it was concluded that the change in the
valuation would not be material.
The assumptions for the valuation of the conversion feature (per
the Monte Carlo simulation), at the year-end date 31 December 2022,
are the Horizonte Minerals Plc future share price volatility
(42.9%), GBP:USD exchange rate volatility (10%) on the conversion
price.
The debt host liability will be accounted for using the
amortised cost basis with an effective interest rate of 19%. The
effective interest rate is recalculated after adjusting for the
transaction costs. The Group will recognise the unwinding of the
discount at the effective interest rate, until the maturity date,
the carrying amount at the maturity date will equal the cash
payment required to be made.
The directly attributable transaction costs were allocated
proportionately to the embedded derivative and the convertible loan
notes liability. The embedded derivative transaction costs were
recognised in profit and loss, whereas the convertible loan
liability transaction costs were deducted from the financial
liability carrying amount.
After the fifth anniversary of the closing date, Horizonte shall
have a one-time right to redeem the Convertible Notes, in whole, at
105% of the par value plus accrued and unpaid interest in cash
if:
1. The thirty-business day VWAP of Horizonte shares exceeds 200%
of the Conversion Price and the average daily liquidity of the
Company's shares (across all relevant exchanges) exceeds US$2.5
million per trading day over the prior 30 trading days; or
2. There is a change of control.
Management have assessed the likelihood of the above events
occurring is highly improbable and thus the value of the redemption
right is immaterial and was thus not considered in the valuation of
the instrument.
Sensitivity analysis - Conversion feature derivative
The valuation of the conversion feature derivative is sensitive
to the Company's equity price and share price volatility. A 15%
adjustment on the Company's equity price results in a variance of
between US$7.6million and US$8.3million in the valuation. A 30%
adjustment on the equity volatility results in a variance of
US$4.9million.
Refer to the table below for the summary of the convertible loan
notes valuation:
Embedded derivative Convertible loan notes liability Total
US$'000 US$'000 US$'000
---------------------------------------------- ------------------- -------------------------------- -------
Initial recognition (after discount on issue) 36,458 24,804 61,262
Transaction costs - (950) (950)
Unwinding of discount - 5,957 5,957
Change in fair value (6,821) - (6,821)
----------------------------------------------- ------------------- -------------------------------- -------
Value as at 31 December 2022 29,637 29,811 59,448
----------------------------------------------- ------------------- -------------------------------- -------
Unwinding of discount - 4,675 4,675
Value as at 30 June 2023 29,637 34,486 64,123
----------------------------------------------- ------------------- -------------------------------- -------
Cost overrun facility
On 30 November 2022, the Group satisfied all conditions
precedent in relation to the cost overrun facility (COF) and had
received all COF funds from Orion. The COF benefits from the same
security package as the senior debt facility but will be
subordinated to the senior debt facility. Access to the COF funds
is restricted and will only be available in the case of a cost
overrun against the Araguaia Project construction schedule and
budget, subject to certain conditions including:
1. 90% of the funding from the Equity Fundraise and Convertible
loan notes have been invested in the construction of the Araguaia
Project
2. A gearing ratio of 70:30 being met
The COF is US$25million with an interest rate of 13% and a
maturity date of 15 October 2032. Interest will be calculated
quarterly and be payable in arrears at the end of each interest
period - March 31, June 30, September 30 and December 31. The first
interest period was 30 November to 31 December 2022. The initial
principal repayment date is 31 March 2025. 3.23% of the outstanding
principal amount will be paid at each quarter end date starting
from 31 March 2025.
The COF will be accounted for using the amortised cost basis
with an effective interest rate of 15%. The effective interest rate
is recalculated after adjusting for the transaction costs. The
Group will recognise the unwinding of the discount at the effective
interest rate, until the maturity date, the carrying amount at the
maturity date will equal the cash payment required to be made.
Total
US$'000
----------------------------- -------
Initial recognition 25,000
Transaction costs (1,198)
Unwinding of discount 288
Interest repayments (280)
-------------------------------- -------
Value as at 31 December 2022 23,810
-------------------------------- -------
Unwinding of discount 1,705
Interest repayments (1,643)
Value as at 30 June 2023 23,872
-------------------------------- -------
Senior debt facility
On 15 March 2022 the Group entered into legally binding
documentation including a comprehensive intercreditor agreement and
loan agreements with two export credit agencies in relation to its
senior secured project finance debt facility of US$346.2 million.
The senior debt facility was executed between Araguaia Niquel
Metais LTDA, and a syndicate of international financial
institutions, being BNP Paribas, BNP Paribas Fortis, ING Capital
LLC, ING Bank N.V., Natixis, New York Branch, Société Générale and
SEK (Swedish Export Credit Corporation).
The senior debt facility includes the following:
-- Commercial senior facility of US$200,000,000 provided by the Senior Lenders;
-- ECA facility of US$74,562,000 guaranteed by EKF (Denmark's Export Credit Agency);
-- ECA facility of US$71,638,000 guaranteed by Finnvera plc (Finland's Export Credit Agency);
On 7 December 2022, the Group satisfied all conditions precedent
for the first utilisation under the senior debt facility of
US$346.2 million.
The interest rate on the ECA facility is calculated according to
this formula: Margin + Term SOFR (Secured Overnight Financing Rate)
+ Baseline Credit Adjustment Spread (CAS). The ECA Facility margin
is 1.8%. The Term SOFR at 30 June 2023 was 5.24187% and the
Baseline CAS 0.261610%. The ECA facility interest rate was
therefore 7.30348% at 30 June 2023.
The interest rate on the Commercial facility is calculated
according to this formula: Margin + Term SOFR (Secured Overnight
Financing Rate) + Baseline Credit Adjustment Spread (CAS). The
Commercial Facility margin is 4.75%. The Term SOFR at 30 June 2023
was 5.24187% and the Baseline CAS 0.261610%. The Commercial
facility interest rate was therefore 10.25348% at 30 June 2023.
Interest is calculated quarterly and payable in arrears at the
end of each interest period - March 31, June 30, September 30 and
December 31. The initial principal repayment date is 31 March 2025.
The outstanding principal amount will be paid according to the
repayment schedule at each quarter end date starting from 31 March
2025.
The final maturity date on the Commercial Facility is 15 July
2030. The final maturity date on the ECA Facility is 15 July
2032.
The ECA and Commercial Facilities will be accounted for using
the amortised cost basis with effective interest rates of 12.25%
and 11.57% respectively. The effective interest rate is
recalculated after adjusting for the transaction costs. The Group
will recognise the unwinding of the discount at the effective
interest rate, until the maturity date, the carrying amount at the
maturity date will equal the cash payment required to be made.
The Senior Debt Facility is secured via a comprehensive security
package which includes:
-- Pledge of shares in the Araguaia Níquel Metais Ltda. (the "Borrower");
-- Pledge of shares of the guarantors (other than Horizonte Minerals plc);
-- First ranking security over all of the Araguaia Project's
assets (including its mineral rights);
-- Assignment of insurance policies;
-- Assignment of material project contracts (including rights under hedge agreements);
-- Charge over certain bank accounts of the Borrower (including
the debt service bank account, the cost overrun account and the
insurance proceeds account); and
-- Assignment of credit related to intercompany loans (by the
Group borrowing entity) and subordination of the debt related to
inter-company loans (by the Group lending entity).
ECA Facility Commercial Facility Total
US$'000 US$'000 US$'000
----------------------------- ------------ ------------------- --------
Initial recognition 2,111 2,889 5,000
Transaction costs (446) (232) (678)
Unwinding of discount 12 19 31
Interest repayments (8) (17) (25)
------------------------------ ------------ ------------------- --------
Value as at 31 December 2022 1,669 2,659 4,328
------------------------------ ------------ ------------------- --------
Loan drawdowns 57,010 77,990 135,000
Transaction costs (11,830) (5,464) (17,294)
Unwinding of discount 1,155 1,807 2,962
Interest repayments (872) (1,703) (2,575)
Change in carrying value 3,021 2,875 5,896
Value as at 30 June 2023 50,153 78,164 128,317
------------------------------ ------------ ------------------- --------
As at 30 June 2023 the drawn vs undrawn balance on the senior
debt facility was as follows:
Drawn Undrawn Total
US$'000 US$'000 US$'000
------------- ------- ------- -------
Commercial 80,879 119,121 200,000
EKF ECA 30,151 44,409 74,560
Finnvera ECA 28,970 42,670 71,640
-------------- ------- ------- -------
140,000 206,200 346,200
------------- ------- ------- -------
Note to statement of cash flows
Below is a reconciliation of borrowings from financial
transactions:
Senior Cost Overrun Convertible Royalty Derivative
Debt Facility Facility Loan Notes Financing asset
Liability Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
============================= =============== ============= ============ =========== =========== =========
Total non-current borrowings
31 December 2021 - - - 44,496 (4,950) 39,546
=============== ============= ============ =========== =========== =========
Cash flow adjustments:
=============== ============= ============ =========== =========== =========
Initial recognition 5,000 25,000 61,262 25,000 - 116,262
=============== ============= ============ =========== =========== =========
Transaction costs (678) (1,198) (950) (848) - (3,674)
=============== ============= ============ =========== =========== =========
Interest payments (25) (280) - - - (305)
=============== ============= ============ =========== =========== =========
Non cash flow adjustments:
=============== ============= ============ =========== =========== =========
Embedded derivative
- initial valuation - - - 9,848 (9,848) -
=============== ============= ============ =========== =========== =========
Unwinding of discount 32 288 5,957 9,799 - 16,076
=============== ============= ============ =========== =========== =========
Change in carrying value
/fair value - - (6,821) 1,449 309 (5,063)
=============== ============= ============ =========== =========== =========
Total non-current borrowings
31 December 2022 4,328 23,810 59,448 89,745 (14,489) 162,841
=============== ============= ============ =========== =========== =========
Cash flow adjustments:
=============== ============= ============ =========== =========== =========
Loan drawdowns 135,000 - - - - 135,000
=============== ============= ============ =========== =========== =========
Transaction costs (17,294) - - - - (17,294)
=============== ============= ============ =========== =========== =========
Interest payments (2,575) (1,643) - - - (4,218)
=============== ============= ============ =========== =========== =========
Non cash flow adjustments:
=============== ============= ============ =========== =========== =========
Unwinding of discount 2,962 1,705 4,675 6,356 - 15,698
=============== ============= ============ =========== =========== =========
Change in carrying value 5,896 - - 560 - 6,456
=============== ============= ============ =========== =========== =========
Total non-current borrowings
30 June 2023 128,317 23,872 64,123 96,661 (14,489) 298,484
============================= =============== ============= ============ =========== =========== =========
Events after the reporting period
The Company awarded new share options on 13 July 2023 (the
"Award Date") over 2,435,035 ordinary shares of GBP0.20 each in the
capital of the Company to executives (PDMRs) and key personnel in
the UK and Brazil under the Company's unapproved (or 'non
tax-advantaged') 2006 Share Options Scheme (the "Awards"). Each
Award is exercisable in return for one ordinary share in the
Company and will vest in three tranches on the 6-month, 12-month
and 18-month anniversaries of the Award Date (with additional 12
months vesting period for certain employees) at a ratio of 1/3 each
tranche, with exercise price of GBP1.70 per ordinary share. The
exercise price of GBP1.70 represents a premium of 10.4% to the
closing price on 12 July 2023 of GBP1.54.
On 28 July 2023 the Group issued 700,000 ordinary shares at a
price of 79.64 pence following the exercise of options by option
holders.
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IR FLFITTRIRLIV
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