TIDMJAN
RNS Number : 7480D
Jangada Mines PLC
30 October 2020
Jangada Mines plc / EPIC: JAN.L / Market: AIM / Sector:
Mining
30 October 2020
Jangada Mines plc ('Jangada' or the 'Company')
Second Unaudited Interim Results for the year ended 30 June
2020
Jangada Mines plc, a natural resources company, is pleased to
announce its second unaudited Interim Results for the year ended 30
June 2020. Post period end, the Company changed its year end to 31
December. This change is driven by cost efficiencies in aligning
its financial year end to that of ValOre Metals Corp ('ValOre'), in
which Jangada has a current 17.68 per cent interest and
representation on the ValOre board, as well as that of Jangada's
Brazilian subsidiaries. In line with accounting standards, these
interim results capture the 12 months ended 30 June 2020.
In line with the guidance issued by AIM Regulation in an Inside
AIM notification dated 9 June 2020, and the ongoing COVID-19
related disruption to processes, the Company availed of the one
month extension to 31 October 2020 by which it is required under
AIM Rule 18 to publish its interim accounts for the twelve months
ended 30 June 2020.
Thereafter, Jangada commits to releasing its audited financial
statements and annual report for the eighteen months ended 31
December 2020 by the end of Q1 2021. From then on, the Company's
financial reporting will be in line with AIM Rules 18 and 19.
Chairman's Statement
We began 2020 with our focus on continuing to realise value at
our 100% owned Pitombeiras Vanadium Project ('Pitombeiras' or 'the
Project'), located in the state of Ceará, Brazil and I am pleased
to confirm that we have had great success in this regard.
As announced on 22 April 2020, a drilling programme at the
Pitombeiras North and Goela targets was completed for a total of
1,360.80 metres and 19 drillholes. Two additional assay results
were also received, being 18.00 metres at 0.49% vanadium pentoxide
('V(2) O(5) '), 10.02% titanium dioxide ('TiO(2) ') and 49.61%
ferric oxide ('Fe(2) O(3) ') and 35.66 metres at 0.56% V(2) O(5) ,
11.04% TiO(2) and 54.39% Fe(2) O(3.) The purpose of this drilling
was to evaluate the structural corridor associated with the known
vanadium titanomagnetite ('VTM') mineralisation, within our licence
and as a result of the consistency of returned grades, widths and
continuity, the programme was deemed an overwhelming success,
underpinning the significant prospectivity of Pitombeiras.
Final drilling results were announced in June and July 2020,
with results including:
-- Pitombeiras North Target:
o 25.25 metres at 0.56% V(2) O(5) , 10.81% TiO(2) and 54.01%
Fe(2) O(3) , including 7.00 metres at 0.73% V(2) O(5) , 14.14%
TiO(2) and 68.91% Fe(2) O(3) on drillhole DD20PI2
-- Goela Target:
o 27.75 metres at 0.65% V(2) O(5) , 12.95% TiO(2) and 63.69%
Fe(2) O(3) , including 9.50 metres at 0.77% V(2) O(5) , 15.19%
TiO(2) and 72.44% Fe(2) O(3) on drillhole DD20PI24
Based on the results of the 2020 and 2019 drill work, in August
2020, the Company reported its initial National Instrument 43-101
compliant resource estimate for the Pitombeiras Project. This
comprised a total Resource estimate of 5.70Mt million tonnes at an
average grade of 0.51% V(2) O(5) , 10.09% TiO(2) and 50.42% of
Fe(2) O(3) for a contained resource of 28,990 tonnes V(2) O(5) ,
with a breakdown as follows:
-- Indicated Resource estimate of 1.47 million tonnes at an
average grade of 0.50% V(2) O(5) , 9.85 % TiO(2) and 49.78% of
Fe(2) O(3) for a contained resource of 7,297 tonnes V(2) O(5)
-- Inferred Resource estimate of 4.23 million tonnes at an
average of 0.51% V(2) O(5) , 10.17% TiO(2) and 50.64% of Fe(2) O(3)
for a contained resource of 21,693 tonnes V(2) O(5)
Given the strength of the results from the drilling programme
and the significant further upside identified as the resource
remains open in all directions and only two out of eight known
targets were drilled, Jangada announced its intention to conduct a
further 2,000 metre drilling programme as infill and step out
drilling for the Pitombeiras North and Goela targets, whilst also
targeting the Pitombeiras South target. This programme is designed
to upgrade the confidence of the current resource base as well as
to expand its overall size, with the objective of delineating a
further approximate 10Mt of resource. Results from this programme
will be released as they become available.
Alongside the current drilling programme work continues to
advance on other key development aspects, and in September 2020 the
Company announced it had commissioned GE21 Consultoria Mineral
('GE21') to produce a Preliminary Economic Assessment report (the
'PEA') on the Pitombeiras Project. The decision to appoint GE21 was
based upon a further review of results achieved to date that the
Company considered to support a fast track approach to production.
As part of the planning for production, additional metallurgical
tests commenced in September 2020 with the objective being that by
the time the drilling programme is complete, and expanded mineral
resources estimated, the metallurgical tests will be readily
available for the preparation of the PEA.
Financials
During August 2020, the Company sold 7,000,000 ValOre common
shares for total gross proceeds of CAD$1,750,000 and also received
the second tranche of 500,000 deferred consideration ValOre common
shares.
The Company currently holds a 17.68% interest in ValOre, with
the remaining 2,000,000 ValOre common shares due to Jangada payable
in six-monthly instalments of 500,000 shares each. The
consideration will support the Company's working capital
requirements, allowing us to substantially progress the development
of Pitombeiras. As at 30 September 2020, the Company had cash
reserves of US$912,441.
Impact of COVID-19
On 31 January 2020, the World Health Organisation ('WHO')
announced a global health emergency because of a new strain of
coronavirus originating in Wuhan, China ('COVID-19 outbreak') and
the risks to the international community as the virus spread
globally beyond its point of origin. Because of the rapid increase
in exposure globally, on 11 March 2020, the WHO classified the
COVID-19 outbreak as a pandemic.
The full impact of the COVID-19 outbreak continues to evolve at
the date of this report. Management is actively monitoring the
global situation and its impact on the Company's financial
condition, liquidity, operations, suppliers, industry, and
workforce for the upcoming financial year and beyond.
Outlook
We are focussed on unlocking the value of Pitombeiras for the
benefit of all stakeholders. To this end, we have a clear
development path thanks to a defined exploration programme, which
is naturally being conducted in a COVID compliant way. The ramp up
of activity at Pitombeiras is timely given the favourable market
dynamics that are placing increasing demand on clean energy
materials such as vanadium and we look forward to sharing more
exploration results in due course.
Finally, I would like to take this opportunity to thank
shareholders for their continuing support and our team for their
consistent hard work. As an active investor in the Company myself,
my interests are firmly aligned with shareholders and I truly
believe the growth prospects of Jangada are excellent.
Brian McMaster
Executive Chairman
30 OCTOBER 2020
CONDENSED UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
FOR THE TWELVE MONTHSED 30 JUNE 2020
Unaudited Audited
Twelve months Year ended
to 30 June 30 June
2020 2019
Notes $'000 $'000
Administration expenses (1,121) (1,590)
Operating Profit / (Loss) from
continuing operations (1,121) (1,590)
Finance expense (2) (4)
Share of losses from associates (546) -
Profit / (Loss) before tax (1,669) (1,594)
Tax expense 5 - -
--------------- ------------
Profit / (Loss) from continuing
operations (1,669) (1,594)
Discontinued operations
Profit / (loss) from discontinued
operations 7 6,104 (88)
Financial profit / (loss) for
the year 4,435 (1,682)
Other comprehensive income:
Items that will or may be classified
to profit or loss:
Currency translation differences
arising on translation of foreign
operations (88) 3
Exchange differences reclassified - -
on disposal of foreign operations
Currency translation differences - -
arising on translation of equity
investments
Total comprehensive Profit /
(Loss) attributable to owners
of the parent 4,347 (1,679)
=============== ============
Earnings / (Loss) per share from Cents Cents
loss from continuing operations
attributable to the ordinary
equity holders of the Company
during the period
* Basic (cents) 6 (0.70) (0.71)
* Diluted (cents) 6 (0.70) (0.71)
Earnings / (Loss) per share attributable Cents Cents
to the ordinary equity holders
of the Company during the period
* Basic (cents) 6 1.85 (0.75)
* Diluted (cents) 6 1.85 (0.75)
CONDENSED UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
AS AT 30 JUNE 2020
Unaudited Audited
30 June 30 June
2020 2019
Notes $'000 $'000
Assets
Non-current assets
Exploration and evaluation assets 8 346 41
Property, plant and equipment 1 -
Investments 9 100 -
Investments in associates 10 3,551 -
3,998 41
Current assets
Other receivables 11 508 15
Cash and cash equivalents 267 117
Assets held for sale - 782
775 914
Total assets 4,773 955
========== =========
Liabilities
Current liabilities
Trade payables 24 41
Loans and borrowings 56 62
Accruals and other payables 20 698
Liabilities associated with assets
held for sale - 22
---------- ---------
Total liabilities 100 823
Issued capital and reserves attributable
to owners of the parent
Share capital 12 126 123
Share premium 4,389 4,202
Translation reserve (78) 10
Retained earnings 236 (4,203)
---------- ---------
Total equity 4,673 132
---------- ---------
Total equity & liabilities 4,773 955
========== =========
CONDENSED UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
FOR THE TWELVE MONTHSED 30 JUNE 2020
Total equity
Share Translation Retained attributable
capital Share premium reserve earnings to owners
$'000 $'000 $'000 $'000 $'000
Balance as at 1 July 2019 123 4,202 10 (4,203) 132
--------- --------------- ----------- ------------ ----------------
Total comprehensive loss
for the year
Profit / (Loss) for the
year - - - 4,435 4,435
Other comprehensive loss - - (88) - (88)
--------- --------------- ----------- ------------ ----------------
Total comprehensive profit
/ (loss) for the year - - (88) 4,435 4,347
--------- --------------- ----------- ------------ ----------------
Transactions with owners
in their capacity as owners
Shares issued 3 187 - - 190
Share options issued - - - 4 4
--------- --------------- ----------- ------------ ----------------
Total transactions with
owners 3 187 - 4 194
Balance at 30 June 2020 126 4,389 (78) 236 4,673
========= =============== =========== ============ ================
Balance as at 1 July 2018 102 2,844 7 (2,690) 263
--------- --------------- ----------- ------------ ----------------
Total comprehensive loss
for the year
Loss for the half-year - - - (1,682) (1,682)
Other comprehensive loss - - 3 - 3
--------- --------------- ----------- ------------ ----------------
Total comprehensive loss
for the year - - 3 (1,682) (1,682)
Transactions with owners
in their capacity as owners
Shares issued 21 1,358 - - 1,379
Shares options issued - - - 169 169
--------- --------------- ----------- ------------ ----------------
Total transactions with
owner 21 1,358 - 169 1,548
Balance at 30 June 2019 123 4,202 10 (4,203) 132
========= =============== =========== ============ ================
CONDENSED UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
FOR THE TWELVE MONTHSED 30 JUNE 2020
Unaudited Audited
30 June 30 June
2020 2019
Cash flows from operating activities $'000 $'000
Profit / (Loss) before Tax from continuing operations (1,669) (1,594)
Profit / (Loss) before Tax from discontinued
operations 6,104 (88)
---------- ---------
4,435 (1,682)
Add back: depreciation 2 2
Non-cash shares received on disposal of subsidiary (4,097) -
Non-cash currency translation differences arising (88) -
on translation of equity investments
Non-cash share option charge 4 169
Non-cash shares issued in lieu of fees 190 96
Proceeds from disposal of subsidiary classified (2,079) -
as investing activities
Share of losses in associate 546 -
Decrease/(increase) in other receivables 289 -
(Decrease)/increase in trade and other payables (717) 535
Net cash outflow from operating activities (1,515) (880)
---------- ---------
Investing activities
Proceeds from disposal of subsidiary 2,079 -
Development of exploration and evaluation assets (305) (477)
Purchase of plant, property and equipment (1) -
Purchase of shares in investment (100) -
Net cash outflow from investing activities 1,673 (477)
---------- ---------
Financing activities
Share capital issue - 1,496
Cost of issuing share capital - (213)
Increase/(Decrease) in related party borrowings (6) 4
Net cash from financing activities (6) 1,287
---------- ---------
Net movement in cash and cash equivalents 152 (70)
---------- ---------
Cash and cash equivalents at beginning of period 117 198
Movements in foreign exchange (2) 2
Cash and cash equivalents reclassified as assets
available for sale (discontinued operation) - (13)
Cash and cash equivalents at end of period 267 117
========== =========
NOTES TO THE UNAUDITED FINANCIAL INFORMATION
FOR THE TWELVE MONTHSED 30 june 2020
1. General Information
The Company is a public limited company limited by shares,
incorporated in England and Wales on 30 June 2015 with the
registration number 09663756 and with its registered office at 20
North Audley Street, London W1K 6WE. The Company's principal
activities are the exploration and development of mining assets in
Brazil.
2. Accounting Policies
Basis of preparation
During the period, the Company changed its Accounting Reference
Date to 31 December. The second interim unaudited financial
information for the year ended 30 June 2020 has been prepared in
accordance with IAS 34 Interim Financial Reporting. The results for
the year ended 30 June 2020 are unaudited.
The condensed unaudited consolidated financial information for
the year ended 30 June 2020 has been prepared on a basis consistent
with, and on the basis of, the accounting policies set out in the
financial information in the Company's published results for the
year to 30 June 2019. The unaudited interim financial statements of
the Company have been prepared on the basis of the accounting
policies, presentation, methods of computation and estimation
techniques expected to be adopted in the financial information by
the Company in preparing its annual report as at 31 December
2020.
The Board have conducted a review of forecast earnings and cash
over the next twelve months, considering various scenarios and
sensitivities given the COVID-19 situation and uncertainty around
the future economic environment. The Board have a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they
continue to adopt the going concern basis in preparing the interim
financial statements.
The consolidated financial information is presented in United
States Dollars ($), which is also the functional currency of the
Company. Amounts are rounded to the nearest thousand ($'000),
unless otherwise stated.
Changes in accounting principles and adoption of new and revised
standards
In the year ended 30 June 2020, the Directors have reviewed all
the new and revised Standards. The only relevant new standard that
is effective for this year's financial statements is IFRS 16
"Leases", but this does not have a material impact on the financial
statements.
There are no standards in issue but not yet effective which
could have a material impact on the financial statements.
Going concern
As disclosed in the 30 June 2019 financial statements, there
exists a material uncertainty, which may cast doubt about the
Company's ability to continue as a going concern. Given the
proceeds from the sale of the Pedra Branca project and based on the
Company's planned expenditure on the Pitombeiras vanadium deposit
and the Company's working capital requirements, the Directors have
a reasonable expectation that the Company will have adequate
resources to meet its capital requirements for the foreseeable
future. For that reason, the Directors have concluded that the
financial statements should be prepared on a going concern
basis.
The financial statements do not include the adjustment that
would result if the Company were unable to continue as a going
concern.
Financial assets
All of the Company's financial assets are held within a business
model whose objective is to collect contractual cash flows which
are solely payments of principals and interest and therefore
classified as subsequently measured at amortised cost.
The Company's financial assets include cash and other
receivables. The Company assesses on a forward-looking basis the
expected credit losses, defined as the difference between the
contractual cash flows and the cash flows that are expected to be
received.
Financial liabilities
Financial liabilities include the other short-term monetary
liabilities, which are initially recognised at fair value and
subsequently carried at amortised cost using the effective interest
method.
Exploration and evaluation assets
Exploration and evaluation assets represent the costs of
pre-feasibility studies, field costs, government fees and the
associated support costs at the Company's Pitombeiras project and
formerly the Pedra Branca project.
Costs incurred prior to obtaining the legal rights to explore an
area are expensed immediately to the Statements of Profit or Loss
and Other Comprehensive Income. Only material expenditures incurred
after the acquisition of a license interest are capitalised.
Historically, the expenditures related to exploration and
evaluation have not been material, as the Company is active in
areas where there are minimal and immaterial exploration and
evaluation costs and therefore the costs in previous years have
been expensed.
Interests in associates
Associates are those entities in which the Company has
significant influence, but not control or joint control, over the
financial and operating policies.
The results and assets and liabilities of associates are
incorporated using the equity method of accounting. Under the
equity method, an investment in an associate is initially
recognised in the consolidated statement of financial position at
cost and adjusted thereafter to recognise the Company's share of
profit or loss and other comprehensive income of the associate.
3. Critical accounting estimates and judgements
The Company makes certain estimates and assumptions regarding
the future. Judgements, estimates and assumptions are continually
evaluated based on historical experience and other factors,
including expectations of future events that are believed to be
reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The
judgements, estimates and assumptions that have a significant risk
of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are discussed
below.
Judgements
As discussed in Note 2 there exists a material uncertainty which
may cast significant doubt about the Company and Company's ability
to continue as a going concern. Given the proceeds from the sale of
the Pedra Branca project and based on the Company's planned
expenditure on the Pitombeiras vanadium deposit and the Company's
working capital requirements, the Directors have a reasonable
expectation that the Company will have adequate resources to meet
its capital requirements for the foreseeable future.
The Directors have considered the criteria of IFRS 6 regarding
the impairment of exploration and evaluation assets and have
decided based on this assessment that there is no basis to impair
the carrying value of its exploration assets for the Pitombeiras
project (2020: $346,000, 2019: $41,000) at this time.
Estimates and assumptions
In arriving at the carrying value of investments in associates,
the Company determines the need for impairment based on the level
of geological knowledge and confidence of the mineral resources.
Such decisions are taken on the basis of the exploration and
research work carried out in the period utilising expert
report.
The Company measures share options at fair value. For more
detailed information in relation to the fair value measurement of
such items, please refer to Note 13.
4. Segment information
The Company evaluates segmental performance on the basis of
profit or loss from operations calculated in accordance with IFRS
8. In the Directors' opinion, the Company only operates in one
segment: mining services. All non-current assets have been
generated in Brazil.
The Directors believe that the Company's operations are not
subject to any significant seasonality.
5. Tax expense
Twelve months ended Year ended
30 June 2020 30 June 2019
Continuing Discontinued Continuing Discontinued
operations operations operations operations
$'000 $'000 $'000 $'000
Profit / (Loss) on ordinary
activities before tax (1,669) 6,104 (1,594) (88)
------------ ------------- ------------ -------------
Loss on ordinary activities
multiplied by standard
rate of corporation tax
in the UK of 19% (2019:
19%) (317) 1,160 (303) (17)
Effects of:
Recognition of previously
unrecognised tax losses 317 - - -
Unrelieved tax losses for
the period carried forward - (1,160) 303 17
Total tax charge for the
period on continuing operations - - - -
============ ============= ============ =============
Factors that may affect future tax charges
Apart from the losses incurred to date, there were no factors
that may affect future tax charges.
6. Earnings per share
Twelve months ended 30 June Year ended 30 June 2019
2020
Continuing Discontinued Total Continuing Discontinued Total
operations operations operations operations
$'000 $'000 $'000 $'000 $'000 $'000
Profit / (Loss) for the
year (1,669) 6,104 4,435 (1,594) (88) (1,682)
Jun 2020 Jun 2019
Weighted average number of
shares (basic) 239,878,417 224,270,445
============ ======================== ============ ============= ============
Loss per share - basic (US
'cents) (0.70) 2.54 1.85 (0.71) (0.04) (0.75)
============ ============= ========= ============ ============= ============
Weighted average number of
shares (diluted) 239,878,417 224,270,445
======= ============== ======= ======= ============
Loss per share - diluted
(US 'cents) (0.70) 2.54 1.85 (0.71) (0.04) (0.75)
======= ====== ====== ======= ======= ============
There have been no transactions involving ordinary shares or
potential ordinary shares that would significantly change the
number of ordinary shares or potential ordinary shares outstanding
between the reporting date and the date of completion of these
financial statements.
7. Discontinued operations
On 14 August 2019, the Company completed the disposal of Pedra
Branca do Brasil Mineracao S/A ('Pedra Branca') to ValOre Metals
Corp ('ValOre' or the 'Purchaser') pursuant to the share purchase
agreement dated 16 July 2019 ('Share Purchase Agreement'). The
subsidiary was reported in the annual report for the year ended 30
June 2019 as a discontinued operation.
Financial information relating to the discontinued operation for
the period to the date of disposal is set out below.
(a) Consideration received or receivable
The financial performance and cash flow information presented
reflects the operations for the period ending 14 August 2019.
Twelve months ended Year ended
30 June 30 June
2020 2019
$'000 $'000
Cash Consideration 2,259 -
Initial Consideration Shares in the Purchaser, ValOre Metals Corp, totalling
22,000,000 common
shares 3,987 -
Post Share Consideration received in February 2020 109 -
Fair value of Deferred Consideration Shares in the Purchaser, totalling
3,000,000 common shares 495 -
-------------------- -----------
Total disposal consideration 6,850 -
Less: Net liabilities of disposed subsidiary 499 -
Add: Share of loss to disposal (21) -
Less: Write off of debts owed (1,224) -
-------------------- -----------
Gain on disposal before income tax 6,104 -
Income tax expense - -
-------------------- -----------
Gain on disposal before income tax 6,104 -
==================== ===========
The Company received the final cash payment of CAD$1,000,000 and
500,000 Deferred Consideration Shares on 10 February 2020. As at 30
June 2020, the Company was due to receive the remaining 2,500,000
ValOre common shares over the next 2 years (Deferred Consideration
Shares). As at 30 June 2020 the fair value of the Deferred
Consideration Shares was determined to be $495,000.
(b) Financial performance and cash flow information
The financial performance and cash flow information presented
reflects the operations for the period ending 14 August 2019.
Period ended Year ended
14 August 30 June
2019 2019
Financial performance from discontinued operations $'000 $'000
Expenses (21) (88)
------------- -----------
Loss before tax from discontinued operations (21) (88)
Tax - -
------------- -----------
Loss for the period from discontinued operations (21) (88)
============= ===========
Period ended Year ended
14 August 30 June
2019 2019
Cash flows from discontinued operation $'000 $'000
Net cash flows from operating activities (9) (77)
Net cash flows from investing activities (31) (477)
Net cash flows from financing activities - 563
Net cash flow inflow / (outflow) (40) 9
============= ===========
(c) Net assets as at date of sale
The carrying amounts of assets and liabilities as at the date of
sale on 14 August 2019 were:
14 August 30 June
2019 2019
$'000 $'000
Assets
Exploration and evaluation assets 753 760
Property, plant and equipment 2 2
Trade and receivables 6 7
Cash and cash equivalents - 13
---------- --------
Assets held for sale 761 782
Liabilities
Trade payables 24 11
Loans and borrowings 1,224 -
Accruals and other payables 12 11
---------- --------
Liabilities directly associated with assets held for sale 1,260 22
Net (liabilities)/assets associated with disposal group (499) 760
========== ========
8. Exploration & evaluation assets
Exploration and evaluation assets represent the costs of
pre-feasibility studies, field costs, government fees and the
associated support costs at the Company's Pitombeiras West vanadium
deposit project.
9. Investments
Twelve months Year ended
ended 30 June
30 June 2020 2019
$'000 $'000
Equity securities 100 -
Carrying amount of investments 100 -
============== ===========
On 3 October 2019, the Company acquired shares in the share
capital of Fodere Titanium Limited for $100,000 (2019: $nil).
Fodere Titanium Limited is a United Kingdom registered minerals
technology company which has developed innovative processes for the
titanium, vanadium, iron and steel industries.
10. Investments in associates
Twelve months Year ended
ended 30 June
30 June 2020 2019
$'000 $'000
Cost of investment in ValOre Metals Corp 4,097 -
Share of losses from continuing operations (546) -
-------------- -----------
Carrying amount of interest in associate 3,551 -
============== ===========
On 14 August 2019 pursuant to the Share Purchase Agreement
following the completion of the disposal of Pedra Branca to ValOre,
the Company received the initial Consideration Shares in ValOre,
totalling 22,000,000 common shares, equating to the Company owning
26 percent of ValOre's then enlarged share capital. As at 30 June
2020 the Company held 24.9% of ValOre's share capital.
During the period, the Company received the first tranche of
500,000 Deferred Consideration Shares in February 2020. Post period
end, the Company will receive the remaining Deferred Consideration
Shares totalling 2,500,000 payable in five equal tranches of
500,000 each tranche. Post balance date, in August 2020, the second
tranche of 500,000 Deferred Consideration Shares were received by
the Company. Currently, the Company has a 17.68% interest in
ValOre's share capital, however, is still considered an associate
as Brian McMaster and Luiz Azevedo are both on the board of
directors of ValOre.
Refer to Note 7 for more information relating to the disposal of
Pedra Branca. Refer to Note 15 for more information relating to
subsequent events.
ValOre is a Vancouver based company with a portfolio of
high-quality uranium and precious metal exploration projects in
Canada and Brazil that is listed on the Toronto Stock Exchange
("TSX") Venture Exchange.
11. Other receivables
Other receivables includes accrued income totalling $495,000
relating to the disposal of Pedra Branca as follows:
(a) 2,500,000 Deferred Consideration Shares in ValOre with fair
value determined to be $495,000 at balance date.
12. Share capital
Twelve months ended Year ended
30 June 2020 30 June 2019
Issued Share Capital Issued Share Capital
Number $'000 Number $'000
At beginning of period ordinary
shares of 0.04p each: 237,315,053 123 197,515,600 102
============ ============== ============ ==============
3 October 2018: shares Issued
as part of placement - - 38,273,328 20
25 April 2019: share issue
in lieu of fees - - 1,526,125 1
12 December 2019: share issue
in lieu of fees 4,798,091 3 - -
At end of period: ordinary
shares of 0.04p each: 242,113,144 126 237,315,053 123
============ ============== ============ ==============
Ordinary shares
Ordinary shares have the right to receive dividends as declared
and, in the event of a winding up of the Company, to participate in
the proceeds from sale of all surplus assets in proportion to the
number of and amounts paid up on shares held. Ordinary shares
entitle their holder to one vote, either in person or proxy, at a
meeting of the Company.
13. Share options and warrants
Twelve months ended Year ended
30 June 2020 30 June 2019
Average exercise Number of Average exercise Number of
price per options and price per options
share option warrants share option
$ $
At 30 June 50,249,996 0.065 15,250,000
Warrants
issued
15 October
2018 - - 0.079 34,999,996
Warrants
issued
12 December
2019 0.079 4,798,091 - -
Expired and
surrendered
share
options 0.065 (15,250,000) - -
Share options
issued
6 December
2019 0.026 9,000,000 - -
--------------------------------------------------------- ------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------------
At 30 June 48,798,087 50,249,996
--------------------------------------------------------- ------------------------------------------------- --------------------------------------------------------- --------------------------------------------------------------
Vested and
exercisable
at 30 June - - 0.065 7,625,000
========================================================= ================================================= ========================================================= ==============================================================
In December 2019, as part of the new award of the
Director/Consultant Options, all of the individuals concerned,
together with the other Directors of the Company who were not
receiving new share options surrendered their existing holdings of
share options, which in total aggregated 8,000,000 share options.
These share options were awarded at the time of the Company's IPO
on AIM in June 2017, with an exercise price of 5 pence per share
option (6.5 US cents), and an expiry date of 31 December 2019. All
other options currently outstanding in the Company, which in total
aggregated 7,250,000, were on the same terms and expired
unexercised on 31 December 2019.
Share warrants outstanding at the end of the period have the
following expiry date and exercise prices:
Exercise Share warrants Share warrants
price 30 June 30 June
Grant date Expiry date $ 2020 2019
15 October
15 October 2018 2020 0.079 34,999,996 34,999,996
12 December 15 October
2019 2020 0.079 4,798,091 -
The warrants were valued using the Black Scholes Model with
inputs noted in the above table and further inputs as follows:
Input 15 October 2018 12 December 2019
grant grant
Consideration Nil Nil
Terms Vested warrants Vested warrants
are exercisable are exercisable
for a period of during the period
two years after to 15 October 2020
the grant date
Expiry date 15 October 2020 15 October 2020
Share price at grant 2.58 pence 1.70 pence
date
Expected price volatility
of the Company's
shares 50% 50%
Risk-free interest
rate 2.0% 2.0%
Share options granted during the twelve month period ended 30
June 2020 have the following expiry date and exercise prices:
Grant date Expiry date Exercise Share options Share options
price 30 June 30 June
$ 2020 2019
31 December
6 December 2019 2024 0.026 9,000,000 -
The fair value at grant date is independently determined using
an adjusted form of the Black Scholes Model that takes into account
the exercise price, the term of the option, the impact of dilution
(where material), the share price at grant date and expected price
volatility of the underlying share, the expected dividend yield,
the risk free interest rate for the term of the option and the
correlations and volatilities of the peer group companies. In
addition to the inputs in the table above, further inputs as
follows:
The model inputs for options granted during the period
included:
(a) options are granted for no consideration and vested options
are exercisable for a period of five years after the grant date: 6
December 2019.
(b) expiry date: 31 December 2024.
(c) share price at grant date: 1.75 pence.
(d) expected price volatility of the company's shares: 50%.
(e) risk-free interest rate: 1.0%.
13. Related Party Transactions
During the period the Company entered into the following
transactions with related parties:
Twelve months
ended Year ended
30 June 30 June
2020 2019
$'000 $'000
Garrison Capital Partners Limited:
Purchases made on Company's behalf
and administrative fees expensed during
the year 82 114
Interest charge included within Company
and Group borrowings 3 4
Lauren McMaster
Consultancy services 4 15
FFA Legal Ltda
Legal and accountancy services expensed 91 79
Harvest Minerals Limited
Employment services reimbursed - (104)
-------------- -----------
Garrison Capital Partners Limited is a related party to the
company due to having a director in common. At the period end, it
was owed $2,000 (2019: $62,000).
Lauren McMaster is a related party to the Company due to being
married to the Chairman. At the period end, the amount owed was
$nil (2019: $8,000).
FFA Legal Ltda is a related party to the Company due to having a
director in common with Company. At the period end it was owed $nil
(2019: $nil).
14. Subsequent Events
a) On 10 August 2020, the Company announced that it had sold
7,000,000 of its ValOre Metals Corp common shares at CAD$0.25 per
share for total gross proceeds of CAD$1,750,000..
b) On 14 August 2020, the Company received 500,000 Deferred
Consideration Shares from ValOre, being the second instalment due
under the terms of the Share Purchase Agreement.
c) Jangada's remaining shareholding position in ValOre now
stands at 16,000,000 common shares, which is equivalent to 17.68%
of the total basic common ValOre shares outstanding.
d) Refer to Notes 7 and 10 for information relating to the disposal of Pedra Branca.
15. Nature of Financial Information
The unaudited consolidated interim financial information
presented above does not constitute statutory financial statements
for the period under review.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
**ENDS**
For further information please visit www.jangadamines.com or
contact:
Jangada Mines plc Brian McMaster (Chairman) Tel: +44 (0) 20 7317
6629
Strand Hanson Limited James Spinney Tel: +44 (0)20 7409
(Nominated & Financial Ritchie Balmer 3494
Adviser) Jack Botros
Brandon Hill Capital Jonathan Evans Tel: +44 (0)20 3463
(Broker) Oliver Stansfield 5000
St Brides Partners Charlotte Page Tel: +44 (0)20 7236
Ltd Beth Melluish 1177
(Financial PR)
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END
IR EAXEEDDPEFEA
(END) Dow Jones Newswires
October 30, 2020 03:42 ET (07:42 GMT)
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