TIDMJAN
RNS Number : 7172T
Jangada Mines PLC
29 March 2021
Jangada Mines plc / EPIC: JAN.L / Market: AIM / Sector:
Mining
29 March 2021
Jangada Mines plc
Annual Results for the 18 Months Ended 31 December 2020
Jangada Mines plc ('Jangada' or 'the Company'), a natural
resources company, is pleased to announce its audited financial
results for the 18-month period ended 31 December 2020. The Company
is today posting its Annual Report & Accounts and Notice of AGM
to Shareholders, which will also shortly be available on the
Company's website.
REVIEW OF THE BUSINESS
Pitombeiras Vanadium Project
During the period under review, the Company continued to develop
its 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 made great progress in this regard.
C onsistent vanadium-titanium-iron grades and widths confirmed;
n ew drilling targets delineated; an initial National Instrument
43-101 ('NI 43-101') compliant resource estimate of 5.70Mt
released; and post period end, a Preliminary Economic Assessment
('PEA') defining robust economics and remarkable potential for
further growth delivered. We are rapidly ticking boxes as we look
to fast-track the exciting Pitombeiras Vanadium Project
('Pitombeiras' or 'the Project') in Brazil to production, realise
its potential and, in the process, generate value for all our
shareholders.
The 18-month period under review saw us embark on a plethora of
activity at Pitombeiras including drilling programmes,
metallurgical tests, and airborne magnetic surveys to delineate
vanadium titanomagnetite ('VTM') drilling targets. The positive
data generated from these activities enabled us to report an
initial National Instrument 43-101 ('NI 43-101') compliant resource
estimate for the Project mid 2020:
-- Total Resource estimate of 5.70Mt at an average grade of
0.51% vanadium pentoxide (' V2O5'), 10.09% titanium dioxide
('TiO2') and 50.42% of ferric oxide ('Fe2O3') for a contained
resource of 28,990 tonnes V2O5
-- Indicated Resource estimate of 1.47Mt at an average grade of
0.50% V2O5, 9.85 % TiO2 and 49.78% of Fe2O3 for a contained
resource of 7,297 tonnes V2O5
-- Inferred Resource estimate of 4.23Mt at an average of 0.51%
V2O5, 10.17% TiO2 and 50.64% of Fe2O3 for a contained resource of
21,693 tonnes V2O5
Post period end, using this estimate, we were delighted to
deliver an initial PEA that confirmed our own confidence in the
economic viability of the Project and its excellent potential to
become a profitable producer of Ferro-Vanadium concentrate (62%/65%
iron ('Fe'), plus V2O5 credit).
The PEA, prepared by GE21 Consultoria Mineral ('GE21') and
compliant with National Instrument 43-101 ('NI 43-101'), projected
a $9.5m initial capital cost and post-tax payback period of 3
months. It also reported an estimated post-tax NPV (at a 8%
discount rate) and IRR of $106.5 million and 317.8%,
respectively.
Notably, the PEA suggests a simple processing route providing
opportunity to a fast-track approach to production and cash flow.
Furthermore, the total resource considered in the PEA is based on
just two out of 20 known targets selected based on a ground
magnetic survey.
ValOre Metals Corp
Our investment in ValOre Metals Corp (TSX-V:VO) ('ValOre') has
yielded positive results .
As previously advised, in August 2019, we divested our 100%
interest in our former subsidiary, Pedra Branca Brasil Mineracao
Ltda, the entity that held the advanced palladium, platinum, and
nickel project, the Pedra Branca Project in Brazil ('Pedra
Branca'), to ValOre whilst retaining a strategic upside exposure
through a significant shareholding in ValOre. The consideration
received on the divestment was CAD$3,000,000 alongside the issue of
25,000,000 ValOre common shares to Jangada (of which 22,000,000
shares were received on completion and 3,000,000 deferred
consideration shares over 3 years). The divestment resulted in a
reported profit on disposal of $6.2 million for the reporting
period.
During the period, we have sold down part of the investment in
ValOre to support the Company's working capital requirements,
allowing us to substantially progress the development of
Pitombeiras, including the PEA and identification of the JORC
resource.
At the end of the reporting period, the Company had a 17.23%
interest in ValOre's share capital. As Brian McMaster and Luiz
Azevedo are both on the board of directors of ValOre, it is
considered an associate for the purposes of preparing these
financial statements.
ValOre continues to generate notable results from Pedra Branca.
With a reported maiden NI 43-101 compliant inferred resource of
1,067,000 ounces PGE+Au at an average grade of 1.22 g/t PGE+Au,
ValOre's focus in 2020 was to increase the resource and undertake
discovery drilling. To this end, a 6,000 metre two phase diamond
drill programme was undertaken with the bulk aimed at expanding
specific zones, which form part of the inferred resource, namely
Trapia (Trapia 1 and Trapia 2) and Santo Amaro. Results reported so
far indicate that the " ore body thickens at depth and that
mineralisation remains open in all directions".
Furthermore, work related to mineralogy, processing and
metallurgy has provided very positive initial results and some
additional options which warrant immediate follow up. We are
expecting continued newsflow throughout the year as ValOre
continues with a property-wide exploration programme at Pedra
Branca.
Fodere Titanium Limited
By channelling capital in a responsible way towards companies
that innovate and address global challenges to create a more
sustainable world, investing can make a difference. With this in
mind, the decision was made to take a 3.6% interest in Fodere
Titanium Limited ('Fodere'), a company that is making great strides
towards commercialising the production of titanium dioxide and
vanadium from waste materials.
Fodere is rapidly advancing the commercialisation of its
environmentally sustainable and highly innovative technology to
extract high value metals from the titanium, vanadium, iron, and
steel industries. Fodere is currently in discussion with industrial
offtakers as it moves toward building an initial plant to commence
production. One of the Company's Non-Executive Directors, Nick von
Schirnding, is Chairman of Fodere.
COVID-19
The directors note that COVID-19 has had a significant negative
impact on the global economy during 2020 with disruption felt
globally. The Group has thankfully seen its inherent value signi
cantly increase from its value in 2019 because of our successful
exploration programme and project development initiatives. On a
wider level COVID-19 has highlighted to the world the importance of
sustainability across every aspect of life. With a portfolio of
assets and investments that support the drive towards greater
sustainability, Jangada is well placed to contribute to the world's
needs without compromising the ability of future generations to
meet their own needs.
Financial Results
The progress during the financial year of advancing the
Pitombeiras project resulted in the Group incurring an operating
Loss from Continuing Operations of $1.6 million (2019: $1.6
million). As stated above, the reported profit on the disposal of
the Pedra Branca project was $6.2 million (2019: loss of $0.09
million).
Overall and pleasingly, the reported Total Comprehensive Profit
attributable to the Group for the 18-month reporting period was
$3.9 million (2019: loss of $1.7 million).
B K McMaster
Director
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 18 MONTHS PERIODED 31 DECEMBER 2020
18 Months 12 Months
Period ended Year ended
31 December 30 June
2020 2019
$'000 $'000
Other Income
Profit on disposal of investment 29 -
Administration expenses (1,580) (1,590)
-------------- ------------
Operating loss from continuing operations (1,551) (1,590)
Finance expense 7 (3) (4)
Share of loss from associates 14 (714)
-------------- ------------
Loss before tax (2,268) (1,594)
Tax expense 8 - -
-------------- ------------
Loss from continuing operations (2,268) (1,594)
Discontinued operation
Profit / (Loss) from discontinued operation 6 6,190 (88)
-------------- ------------
Financial profit / (loss) for the year 3,922 (1,682)
Other comprehensive income:
Items that will or may be reclassified
to profit or loss:
Fair value differences arising from 38 -
OCI in associates
Currency translation differences arising
on translation of foreign operations (18) 3
Total comprehensive profit / (loss)
attributable to owners of the parent 3,942 (1,679)
============== ============
Earnings / (Loss) per share from loss
from continuing operations attributable Cents Cents
to the ordinary equity holders of the
Company during the period
- Basic (cents) 9 (0.94) (0.71)
- Diluted (cents) 9 (0.94) (0.71)
Earnings / (Loss) per share attributable
to the ordinary equity holders of the Cents Cents
Company during the period
- Basic (cents) 9 1.63 (0.75)
- Diluted (cents) 9 1.63 (0.75)
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2020
As at As at
31 December 30 June
2020 2019
Assets $'000 $'000
Non-current assets
Exploration and evaluation assets 12 550 41
Property, plant and equipment 1 -
Investments 13 600 -
Investments in associates 14 2,194 -
3,345 41
Current assets
Other receivables 15 554 15
Cash and cash equivalents 513 117
Assets held for sale - 782
1,067 914
Total assets 4,412 955
============= =========
Liabilities
Current liabilities
Trade payables 36 41
Loans and borrowings 16 - 62
Accruals and other payables 17 93 698
Liabilities associated with assets held
for sale - 22
------------- ---------
Total liabilities 129 823
Issued capital and reserves attributable
to owners of the parent
Share capital 18 126 123
Share premium 18 4,389 4,202
Translation reserve (8) 10
Fair Value Reserve 38 -
Retained earnings (262) (4,203)
------------- ---------
Total equity 4,283 132
------------- ---------
Total equity and liabilities 4,412 955
============= =========
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2020
As at As at
30 December 30 June
2020 2019
Assets $'000 $'000
Non-current assets
Investment in subsidiary 800 -
Investment 13 600 -
Investments in associates 14 2,870 -
------------- ---------
4,270 -
Current assets
Group and other receivables 15 549 1,082
Cash and cash equivalents 447 117
------------- ---------
996 1,199
------------- ---------
Total assets 5,266 1,199
============= =========
Liabilities
Current liabilities
Trade payables 35 41
Loans and borrowings 16 - 62
Accruals and other payables 17 76 698
------------- ---------
Total liabilities 111 801
Issued capital and reserves attributable
to owners of the parent
Share capital 18 126 123
Share premium 18 4,389 4,202
Translation reserve 30 -
Retained earnings 610 (3,927)
------------- ---------
Total equity 5,155 398
------------- ---------
Total equity & liabilities 5,266 1,199
============= =========
The profit for the year dealt with in the accounts of the parent
company, Jangada Mines plc, was $4,518,000 (2019: loss of
$1,594,000). As permitted under Section 408 of the Companies Act
2006, no Income Statement or Statement of Comprehensive Income is
presented for the parent company.
CONSOLIDATED CASH FLOW STATEMENT
FOR THE 18 MONTHS PERIODED 31 DECEMBER 2020
18 Months 12 Months
Period ended Year ended
31 December 30 June
2020 2019
Cash flows from operating activities $'000 $'000
Profit/(Loss) before Tax from continuing
operations (2,268) (1,594)
Profit/(Loss) before Tax from discontinued
operations 6,190 (88)
-------------- ------------
Profit/(Loss) before Tax 3,922 (1,682)
Cash proceeds on sale of subsidiary (2,259) -
Non-cash share consideration received (4,207) -
on disposal of subsidiary
Non-cash exchange differences (18) -
Non-cash share option charge 19 169
Non-cash shares issued in lieu of fees 190 96
Share of losses in associate 714 -
Decrease/(increase) in other receivables 245 -
(Decrease)/increase in trade and other
payables (632) 535
Net cash outflow from operating activities (2,026) (880)
-------------- ------------
Investing activities
Development of exploration and evaluation
assets (509) (477)
Purchase of plant, property and equipment (1) -
Cash proceeds on sale of subsidiary 2,259 -
Sale of shares in investment 1,337 -
Purchase of shares in investments (600) -
Net cash inflow/(outflow) from investing
activities 2,486 (477)
-------------- ------------
Financing activities
Share capital issue - 1,496
Cost of issuing share capital - (213)
(Repayment)/Increase in related party
borrowings (62) 4
Net cash from financing activities (62) 1,287
-------------- ------------
Net movement in cash and cash equivalents 398 (70)
-------------- ------------
Cash and cash equivalents at beginning
of period 117 198
Movements in foreign exchange (2) 2
Cash and cash equivalents at end of
year 513 117
============== ============
COMPANY CASH FLOW STATEMENT
FOR THE 18 MONTHS PERIODED 31 DECEMBER 2020
18 Months 12 Months
Year ended Year ended
Notes 31 December 30 June
2020 2019
Cash flows from operating activities $'000 $'000
Profit/(loss) before tax 4,518 (1,594)
Cash proceeds on sale of subsidiary (2,259)
Non-cash share received on disposal (4,207) -
of subsidiary
Non-cash exchange differences 30 -
Non-cash share option charge 19 169
Non-cash shares issued in lieu
of fees 190 96
Decrease/(increase) in other receivables (265) 2
(Decrease)/increase in trade and
other payables (628) 524
Net cash flows from operating activities (2,602) (803)
------------- ------------
Investing activities
Proceeds on sale of subsidiary 2,259 -
Sale of shares in Valore Metals 1,337 -
Corp
Purchase of shares in investment (600) -
------------- ------------
2,996 -
------------- ------------
Financing activities
Share capital issue - 1,496
Cost of issuing share capital - (213)
Loans to subsidiary - (563)
Repayment of convertible loan notes - -
Increase / (repayment) in related
party borrowings (62) 4
Net cash from financing activities (62) 724
------------- ------------
Net movement in cash and cash equivalents 332 (79)
------------- ------------
Cash and cash equivalents at beginning
of period 117 196
Movements in foreign exchange (2) -
Cash and cash equivalents at end
of year 447 117
============= ============
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 18 MONTHS PERIODED 31 DECEMBER 2020
Share Share Translation Fair Retained Total
Value equity
capital premium reserve reserve earnings
$'000 $'000 $'000 $'000 $'000 $'000
As at 1 July 2018 102 2,844 7 - (2,690) 263
Comprehensive income
for the year
Loss for the period - - - - (1,682) (1,682)
Other comprehensive income - - 3 - - 3
-------- -------- ------------ -------- --------- --------
Total comprehensive income
for the year - - 3 - (1,682) (1,679)
Transactions with owners
Shares issued 21 1,358 - - - 1,379
Share options issued - - - - 169 169
-------- -------- ------------ -------- --------- --------
Total transactions with
owners 21 1,358 - - 169 1,548
As at 30 June 2019 123 4,202 10 - (4,203) 132
======== ======== ============ ======== ========= ========
Comprehensive income
for the period
Profit for the period - - - - 3,922 3,922
Other comprehensive income - - (18) 38 - 20
-------- -------- ------------ -------- --------- --------
Total comprehensive income
for the period - - (18) 38 3,922 3,942
Transactions with owners
Share issued 3 187 - - - 190
Share options issued - - - - 19 19
-------- -------- ------------ -------- --------- --------
Total transactions with
owners 3 187 - - 19 209
As at 31 December 2020 126 4,389 (8) 38 (262) 4,283
======== ======== ============ ======== ========= ========
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE 18 MONTHS PERIODED 31 DECEMBER 2020
Share Share Translation Retained Total equity
capital Premium reserve earnings attributable
to owners
$'000 $'000 $'000 $'000 $'000
As at 1 July 2018 102 2,844 - (2,502) 444
Comprehensive income
for the year
Loss for the period - - - (1,594) (1,594)
Other comprehensive - - - - -
income
-------- -------- ------------ --------- -------------
Total comprehensive
income for the year - - - (1,594) (1,594)
Transactions with owners
Share issued 21 1,358 - - 1,379
Share options issued - - - 169 169
-------- -------- ------------ --------- -------------
Total transactions with
owners 21 1,358 - 169 1,548
As at 30 June 2019 123 4,202 - (3,927) 398
-------- -------- ------------ --------- -------------
Comprehensive income
for the year
Profit for the period - - - 4,518 4,518
Other comprehensive
income - - 30 - 30
-------- -------- ------------ --------- -------------
Total comprehensive
income for the year - - 30 4,518 4,548
Transactions with owners
Share issued 3 187 - - 190
Share options issued - - - 19 19
-------- -------- ------------ --------- -------------
Total transactions with
owners 3 187 - 19 209
As at 31 December 2020 126 4,389 30 610 5,155
======== ======== ============ ========= =============
NOTES TO THE FINANCIAL STATEMENTS
For the 18 month period ended 31 December 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 nature of the Company's operations and its principal
activities are set out within the Annual Report in the Strategic
Report and the Report of the Directors on pages 4 and 13
respectively.
2. Accounting policies
Basis of preparation and going concern basis
These financial statements have been prepared on a historical
cost basis in accordance with International Financial Reporting
Standards (IFRS) and IFRIC interpretations issued by the
International Accounting Standards Board (IASB) adopted by the
European Union and in accordance with applicable UK Law. The
adoption of all of the new and revised Standards and
Interpretations issued by the IASB and the IFRIC of the IASB that
are relevant to the operations and effective for annual reporting
periods beginning on 1 July 2019 are reflected in these financial
statements.
The preparation of financial statements in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
factors that are believed to be reasonable under the circumstances,
the results of which form the basis of making judgements about
carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these
estimates.
The consolidated financial information is presented in United
States Dollars ($).
The functional currency of the subsidiary, VTF Mineração Ltda is
Brazilian Real. The functional of the Company is British Pounds
Sterling (GBP). Amounts are rounded to the nearest thousand
($'000), unless otherwise stated.
During the period, the Group changed its accounting reference
date from 30 June to 31 December and consequently the current
period covers the 18 months period ended 31 December 2020. The
comparative period covers the year ended 30 June 2019.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Changes in accounting estimates may be necessary if
there are changes in the circumstances on which the estimate was
based, or as a result of new information or more experience. Such
changes are recognised in the period in which the estimate is
revised.
The Group's business activities together with the factors likely
to affect its future development, performance and position are set
out on pages 4 to 12 within the Annual Report. In addition, note 4
to the Financial Statements includes the Group's objectives,
policies, and processes for managing its capital; its financial
risk management objectives; details of its financial instruments
and its exposure to credit and liquidity risk.
The Financial Statements have been prepared on a going concern
basis. Although the Group's assets are not generating revenues and
an operating loss has been reported from its continued operations,
the Directors consider that the Group has sufficient funds to
undertake its operating activities for a period of at least the
next 12 months including any additional expenditure required in
relation to its current exploration projects. The Group has cash
reserves 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. However, as
additional projects are identified and the Pitombeiras project
moves towards production, additional funding will be required.
As discussed in the Directors' report, the directors do not
consider there to be a material uncertainty, which may cast doubt
about the Group 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 Group's planned expenditure on the
Pitombeiras vanadium deposit and the Group's working capital
requirements, the Directors have a reasonable expectation that the
Group 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 information in this announcement has been
extracted from the audited Group Financial Statements for the
period ended 31 December 2020 and does not constitute statutory
accounts within the meaning of section 434 of the Companies Act
2006. The Group Financial Statements for the period ended 31
December 2020 will be delivered to the Registrar of Companies in
due course. The auditor's report on the Group Financial Statements
was unqualified and unmodified and was signed on 26 March 2021. The
Group Financial Statements and this announcement were approved by
the Board of Directors on 26 March 2021.
Changes in accounting principles and adoption of new and revised
standards
In the period ended 31 December 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.
Standards issued and relevant to the Group, but not yet
effective at the date of these Group financial statements are
listed below.
The standards discussed are those that the Group reasonably
expects to be applicable to the financial statements in the future,
and therefore do not include those standards or interpretations
that the directors consider will not be relevant to the Group. The
Group intends to adopt these standards when they become effective.
The directors do not expect that the adoption of these standards
will have a material impact on the Group's financial statements
either in the period of initial application or thereafter. An
assessment of the impact of each relevant standard is included
below.
There are a number of standards, amendments to standards, and
interpretations which have been issued by the IASB that are
effective in future accounting periods that the group has decided
not to adopt early. The following amendments are effective for the
period beginning 1 January 2020:
-- IAS 1 Presentation of Financial Statements and IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors
(Amendment - Definition of Material).
-- IFRS 3 Business Combinations (Amendment - Definition of Business).
In January 2020, the IASB issued amendments to IAS 1, which
clarify the criteria used to determine whether liabilities are
classified as current or non-current. These amendments clarify that
current or non-current classification is based on whether an entity
has a right at the end of the reporting period to defer settlement
of the liability for at least twelve months after the reporting
period. The amendments also clarify that 'settlement' includes the
transfer of cash, goods, services, or equity instruments unless the
obligation to transfer equity instruments arises from a conversion
feature classified as an equity instrument separately from the
liability component of a compound financial instrument. The
amendments are effective for annual reporting periods beginning on
or after 1 January 2023.
There are no standards in issue but not yet effective which
could have a material impact on the financial statements.
Basis of Consolidation
Subsidiaries
The subsidiaries are consolidated from the date of acquisition,
being the date on which the Group obtains control, and continues to
be consolidated until the date that such control ceases. The
Company has control over a subsidiary if all three of the following
elements are present:
-- Power over the investee,
-- exposure to variable returns from the investee, and
-- the ability of the investor to use its power to affect those variable returns.
Control is reassessed whenever facts and circumstances indicate
that there may be a change in any of these elements of control.
The financial information of the subsidiary is prepared for the
same reporting year as the parent company, using consistent
accounting policies and is consolidated using the acquisition
method. Intra-group balances and transactions, including unrealised
profits arising from intra-group transactions, have been
eliminated. Unrealised losses are eliminated unless the transaction
provides evidence of an impairment of the asset transferred.
During the period, the Group changed its accounting reference
date from 30 June to 31 December allowing the Parent Company to
report in line with VTF Mineração Ltda's statutory year end which
is 31 December.
Business combinations
The acquisition method of accounting is used to account for
business combinations by the Group. The consideration transferred
for the acquisition of a business is the fair value of the assets
transferred, liabilities incurred, and the equity interests issued
by the Group. The consideration transferred includes the fair value
of any asset or liability resulting from a contingent consideration
arrangement. Acquisition related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured at their
fair values at the acquisition date. A business is an integrated
set of activities and assets that is capable of being conducted and
managed for the purpose of providing a return in the form of
dividends, lower costs, or other economic benefits. A business
consists of inputs and processes applied to those inputs that have
the ability to create outputs that provide a return to the Company
and its shareholders.
A business need not include all of the inputs and processes that
were used by the acquiree to produce outputs if the business can be
integrated with the inputs and processes of the Company to continue
to produce outputs. If the integrated set of activities and assets
is in the exploration and development stage, and thus, may not have
outputs, the Company considers other factors to determine whether
the set of activities and assets is a business. Those factors
include, but are not limited to, whether the set of activities and
assets:
-- Has begun planned principal activities;
-- Has employees, intellectual property and other inputs and
processes that could be applied to those inputs;
-- Is pursuing a plan to produce outputs; and
-- Will be able to obtain access to customers that will purchase the outputs.
Foreign currency
Transactions entered into by the Group in a currency other than
the currency of its primary economic environment in which it
operates (the "functional currency") are recorded at the rates
ruling when the transactions occur. Foreign currency monetary
assets and liabilities are translated at the rates ruling at the
reporting date. Exchange differences are taken to the Statement of
Comprehensive Income.
Financial instruments
Financial instruments are measured as set out below. Financial
instruments carried on the statement of financial position include
cash and cash equivalents, trade and other receivables, trade and
other payables and loans to group companies.
Financial instruments are initially recognised at fair value
when the group becomes a party to their contractual arrangements.
Transaction costs directly attributable to the instrument's
acquisition or issue are included in the initial measurement of
financial assets and financial liabilities, except financial
instruments classified as at fair value through profit or loss
(FVTPL). The subsequent measurement of financial instruments is
dealt with below.
Financial assets and financial liabilities are recognised on the
Group's balance sheet when the Group becomes party to the
contractual provisions of the instrument.
Fair value
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. All assets and
liabilities, for which fair value is measured or disclosed in the
Financial Statements, are categorised within the fair value
hierarchy, described as follows, based on the lowest-level input
that is significant to the fair value measurement as a whole:
Level 1 - quoted (unadjusted) market prices in active markets
for identical assets or liabilities;
Level 2 - valuation techniques for which the lowest-level input
that is significant to the fair value measurement is directly or
indirectly observable; and
Level 3 - valuation techniques for which the lowest-level input
that is significant to the fair value measurement is
unobservable.
Financial assets
All of the Group'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.
Group's financial assets include cash and cash equivalents,
Company's financial assets include cash and other receivables. The
Group 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.
Impairment provisions for receivables from related parties and
loans to related parties are recognised based on a forward looking
expected credit loss model. The methodology used to determine the
amount of the provision is based on whether there has been a
significant increase in credit risk since initial recognition of
the financial asset.
For those where the credit risk has not increased significantly
since initial recognition of the financial asset, twelve month
expected credit losses along with gross interest income are
recognised. For those for which credit risk has increased
significantly, lifetime expected credit losses along with the gross
interest income are recognised. For those that are determined to be
credit impaired, lifetime expected credit losses along with
interest income on a net basis are recognised.
Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through profit and loss (FVTPL) or as
other financial liabilities. The Group derecognises financial
liabilities when, and only when, the Group's obligations are
discharged or cancelled, or they expire.
Financial liabilities are classified at FVTPL when the financial
liability is either held for trading or it is designated at FVTPL.
A financial liability is classified as held for trading if it has
been incurred principally for the purpose of repurchasing it in the
near term or is a derivative that is not a designated or effective
hedging instrument.
Financial liabilities at FVTPL are measured at fair value, with
any gains or losses arising on changes in fair value recognised in
profit or loss. The net gain or loss recognised in profit or loss
incorporates any interest paid on the financial liability.
Other financial liabilities, including borrowings, are initially
measured at fair value, net of transaction costs and are
subsequently measured at amortised cost using the effective
interest method, with interest expense recognised on an effective
yield basis.
The effective interest method is a method of calculating the
amortised cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is
the rate that exactly discounts estimated future cash payments
through the expected life of the financial liability, or, where
appropriate, a shorter period, to the net carrying amount on
initial recognition.
Exploration and evaluation assets
Costs capitalised in respect of the Group's development and
production assets are required to be assessed for impairment under
the provisions of IAS 36. Such an estimate requires the Group to
exercise judgement in respect of the indicators of impairment and
also in respect of inputs used in the models which are used to
support the carrying value of the assets. Such inputs include costs
of exploration work, studies, field costs, government fees and the
associated support costs. The directors concluded there were no
impairment indicators in the current period. Therefore, no
impairment to the carrying value of the Pitmobeiras asset was
considered necessary.
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 licence interest are capitalised.
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.
Share Options - estimates and assumptions
The fair value of options and warrants granted to directors and
others in respect of services provided is recognised as an expense
in the Statement of Comprehensive Income with a corresponding
increase in equity reserves.
Taxation
The charge for current tax is based on the taxable income for
the period. The taxable result for the period differs from the
result as reported in the statement of comprehensive income because
it excludes items which are not assessable or disallowed and it
further excludes items that are taxable and deductible in other
years. It is calculated using tax rates that have been enacted or
substantially enacted by the statement of financial position
date.
Investments
Investments are carried at fair value.
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability in the audited
consolidated balance sheet differs from its tax base. Recognition
of deferred tax assets is restricted to those instances where it is
probable that taxable profit will be available against which the
difference can be utilised.
The amount of the asset or liability is determined using tax
rates that have been enacted or substantively enacted by the
reporting date and are expected to apply when the deferred tax
liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Company
has a legally enforceable right to offset current tax assets and
liabilities and the deferred tax assets and liabilities relate to
taxes levied by the same tax authority.
3. Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with
IFRSs requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the end of the
reporting period and the reported amount of expenses during the
year. Actual results may vary from the estimates used to produce
these Financial Statements.
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
Significant items subject to such judgements and estimates
include, but are not limited to:
Judgements
ValOre is considered an associate despite Jangada holding less
than 20% shareholdings due to 2 directors of the Company (Messrs
McMaster and De Azevedo) being on the board of ValOre during the
financial period.
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 in respect to the
Pitmobeiras project (2020: $550,000, 2019: $41,000) at this
time.
Estimates and assumptions
Share based payments
Share options issued by the Group relates to the Jangada Plc
Share Option Plan. The grant date fair value of such options is
calculated using a Black-Scholes model whose input assumptions are
derived from market and other internal estimates.
The key estimates include volatility rates and the expected life
of the options, together with the likelihood of non-market
performance conditions being achieved. Refer note 19.
On exercise or cancellation of share options and warrants, the
proportion of the share based payment reserve relevant to those
options and warrants is transferred from other reserves to the
accumulated deficit. On exercise, equity is also increased by the
amount of the proceeds received. The fair value is measured at
grant date charged in the accounting period during which the option
and warrants becomes unconditional.
The fair value of options and warrants are calculated using the
Black-Scholes model, taking into account the terms and conditions
upon which the options and warrants were granted. Vesting
conditions are non-market and there are no market vesting
conditions. These vesting conditions are included in the
assumptions about the number of options and warrants that are
expected to vest. At the end of each reporting period, the Company
revises its estimate of the number of options and warrants that are
expected to vest. The exercise price is fixed at the date of grant
and no compensation is due at the date of grant. Where equity
instruments are granted to
persons other than employees, the statement of comprehensive
income is charged with the fair value of the goods and services
received. Please refer to note 19.
Company - Application of the expected credit loss model
prescribed by IFRS 9
IFRS 9 requires the Parent company to make assumptions when
implementing the forward-looking expected credit loss model. This
model is required to be used to assess the intercompany loan
receivables from the company's Brazilian subsidiaries for
impairment.
Arriving at the expected credit loss allowance involved
considering different scenarios for the recovery of the
intercompany loan receivables, the possible credit losses that
could arise and the probabilities for these scenarios. The
following was considered; the exploration project risk for
Pitombeiras, positive NPV of the Pitombeiras project as
demonstrated by the Feasibility Study, ability to raise the finance
to develop the projects, ability to sell the projects, market and
technical risks relating to the project. The Directors therefore
considered that there was no impairment of the subsidiary loan
(2020: nil, 2019: $1,067,000).
4. Financial instruments - Risk Management
The Company is exposed through its operations to the following
financial risks:
-- Credit risk;
-- Foreign exchange risk; and
-- Liquidity risk.
Credit risk
Credit risk arises from cash and cash equivalents and
outstanding receivables. The Group maintains cash and short-term
deposits with a variety of credit worthy financial institutions and
considers the credit ratings of these institutions before investing
in order to mitigate against the associated credit risk.
The Group's exposure to credit risk amounted to $1,067,000
(2019: $132,000). Of this amount, $513,000 represents the Group's
cash holdings (2019: $117,000).
The directors monitor the utilisation of the credit limits
regularly and at the reporting date does not expect any losses from
non-performance by the counterparties.
Liquidity risk
In keeping with similar sized mining exploration groups, the
Group's continued future operations depend on the ability to raise
sufficient working capital through the issue of equity share
capital. The Group monitors its cash and future funding
requirements through the use of cash flow forecasts.
The Company's policy is to ensure that it will always have
sufficient cash to allow it to meet its liabilities when they
become due.
In common with all other businesses, the Company is exposed to
risks that arise from its use of financial instruments.
Foreign exchange risk
The Group operates internationally and is exposed to foreign
exchange risk arising from various currency exposures, primarily
with respect to the Brazilian Real, US Dollar and the Pound
Sterling.
Foreign exchange risk arises from future commercial
transactions, recognised assets and liabilities and net investments
in foreign operations that are denominated in a foreign currency.
The Group holds a proportion of its cash in GBP and Brazilian Reals
to hedge its exposure to foreign currency fluctuations and
recognises the profits and losses resulting from currency
fluctuations as and when they arise. The volume of transactions is
not deemed sufficient to enter into forward contracts.
The Group's financial instruments are
set out below:
As at As at
31 December 30 June
2020 2019
$'000 $'000
Financial assets
Cash and cash equivalents 513 130
Other receivables 83 22
------------ --------
Total financial assets 596 152
============ ========
As at As at
31 December 30 June
2020 2019
$'000 $'000
Financial liabilities
Trade payables 36 53
Related party loans - 62
Accruals and other payables 93 708
Total financial liabilities 129 823
============ ========
As at As at
31 December 30 June
2020 2019
$'000 $'000
US Dollar - -
Brazilian Real 17 22
Pound Sterling 112 801
------------ --------
129 823
============ ========
The potential impact of a 10% movement in the exchange rate of
the currencies to which the Group is exposed is shown below:
2020 2019
$'000 $'000
Foreign currency risk sensitivity analysis
Brazilian Real
Strengthened by 10% 2 3
Weakened by 10% (2) (3)
Pound Sterling
Strengthened by 10% 37 46
Weakened by 10% (45) (56)
Capital risk management
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern, to provide
returns for shareholders and to enable the Group to continue its
exploration and evaluation activities. The Group has only
short-term trade payables and accruals at 31 December 2020 and
defines capital based on the total equity of the Group. The Group
monitors its level of cash resources available against future
planned exploration and evaluation activities and may issue new
shares to raise further funds from time to time.
There were no changes in the Company's approach to capital
management during the period. The Company is not subject to
externally imposed capital requirements.
General objectives, policies and processes
The board of directors has overall responsibility for the
determination of the Company's risk management objectives and
policies. The overall objective of the board is to set policies
that seek to reduce risk as far as possible without unduly
affecting the Company's competitiveness and flexibility.
Principal financial instruments
The principal financial instrument used by the Company, from
which financial instrument risk arises, is related party
borrowings.
5. 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 Group only operates in one
segment being mining services. All non-current assets have been
generated in Brazil.
6. Discontinued operation
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.
18 months ended Year ended
31 December 30 June
2020 2019
$'000 $'000
Cash Consideration 2,259
-
Initial Consideration Shares in the Purchaser, 3,987
ValOre Metals Corp, totalling 22,000,000 -
common shares
Post Share Consideration totalling 1,000,000
common shares 219 -
Fair value of Deferred Consideration
Shares in the Purchaser, totalling 2,000,000
common shares 471 -
--------------- ----------
Total disposal consideration 6,936 -
--------------- ----------
Less: Net liabilities of disposed subsidiary 499 -
Add: Share of loss to disposal (21) -
Less: Write off on debts owed (1,224) -
--------------- ----------
Gain on disposal before income tax 6,190 -
--------------- ----------
Income tax expense - -
--------------- ----------
Gain on disposal before income tax 6,190 -
=============== ==========
The Company received the final cash payment of CAD$1,000,000
(USD $751,944) and 500,000 Deferred Consideration Shares on 10
February 2020 with a further 500,000 deferred Consideration Shares
received on 14 August 2020. As at 31 December 2020, the Company was
due to receive the remaining 2,000,000 ValOre common shares over
the next 2 years (Deferred Consideration Shares). As at 31 December
2020 the fair value of the Deferred Consideration Shares was
determined to be $471,000.
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 $'000 $'000
operations
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 (outflow) / inflow (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
========= =======
7. Finance expense
18 months Year ended
ended 30 June
31 December 2019
2020
$'000 $'000
Interest expense (3) (4)
Total finance expense (3) (4)
============= ===========
8. Tax expense
18 months ended Year ended
31 December 2020 30 June 2019
Continuing Discontinued Continuing Discontinued
operations operations operations operations
$'000 $'000 $'000 $'000
Profit on ordinary
activities before
tax (2,268) 6,190 (1,594) (88)
------------------ ------------------- ------------------ -------------------
Profit on ordinary
activities multiplied
by standard rate
of corporation tax
in the UK of 19%
(2019: 19%) (431) 1,176 (303) (17)
Effects of:
Unrelieved tax losses
carried forward 431 (1,176) 303 17
Total tax charge - - - -
for the period
================== =================== ================== ===================
Factors that may affect future tax charges
Apart from the losses incurred to date, there are no factors
that may affect future tax charges.
At the period end, $4,424,000 (2019: $2,870,000) of cumulative
estimated unrelieved tax losses arose in Brazil and the United
Kingdom, which could be utilised in the foreseeable future.
9. Earnings per share
31 December 2020 30 June 2019
Continuing Discontinued Total Continuing Discontinued Total
operations operations operations operations
$'000 $'000 $'000 $'000 $'000 $'000
Loss for the
period (2,268) 6,190 4,377 (1,594) (88) (1,682)
============ ============= ====== ============ ============== ========
2020 2019
Weighted average
number of shares
(basic & diluted) 240,627,396 224,270,445
============ ===================== ============ ========================
Loss per share
- basic & diluted
(US 'cents) (0.94) 2.57 1.63 (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.
10. Staff costs and directors' remuneration
Staff costs, including directors' remuneration, were as
follows:
Monetary Share
Remuneration options Total Total
18 months 18 months 18 months
ended 31 ended 31 ended 31 Year ended
December December December 30 June
2020 2020 2020 2019
$'000 $'000 $'000 $'000
B K McMaster 246 - 246 169
L M F De Azevedo 123 - 123 87
L E Castro 55 - 55 52
N K von Schirnding 74 6 80 52
498 6 504 360
============= ========== ========== =============
Excluding directors, there were no members of staff during the
period ended 31 December 2020 (2019: 5). Excluding directors
remuneration, staff costs during the period were salaries $nil
(2019: $30,381), social security $nil (2019: $8,480), other
benefits $nil (2019: $2,409).
11. Auditors remuneration
18 months Year ended
ended 30 June
31 December 2019
2020
$'000 $'000
Fees payable to the Company's auditor and its
associates for the audit of the Company's annual
accounts 30 25
Fees payable for other services:
- Taxation 3 3
============= ===========
12. Exploration and evaluation assets
As at 31 December As at 30 June 2019
2020
Continuing Discontinued Continuing Discontinued
operations operations operations operations
$'000 $'000 $'000 $'000
Cost and net book value
At beginning of year 41 - - 324
Expenditure capitalised during
the period 509 - 41 436
------------ ------------- ------------ -------------
Cost and net book value at
31 December 2020 550 - 41 760
============ ============= ============ =============
13. Investments
As at As at
31 December 2020 30 June 2019
$'000 $'000
Equity securities 600 -
----------------- ------------------
Carrying amount of investments 600 -
================= ==================
The Company acquired shares in the share capital of Fodere
Titanium Limited during the financial period for $600,000 (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.
14. Investment in associates
As at As at
31 December 2020 30 June 2019
$'000 $'000
Cost of investment in ValOre
Metals Corp 4,207 -
Sale of ValOre Metals Corp shares (1,337) -
----------------- -------------
Balance at 31 December 2020
(Company) 2,870 -
Share of losses from continuing
operations (714) -
Share of gains from OCI 38 -
Balance at 31 December 2020
(Consolidated) 2,194 -
================= =============
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
25.87% of ValOre's then enlarged share capital. As at 31 December
2020 the Company held 17.23% of ValOre's share capital.
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.
During the period, the Company received both the first and
second tranche of 500,000 Deferred Consideration Shares in February
2020 and August 2020. The Company will receive the remaining
Deferred Consideration Shares totalling 2,000,000 payable in four
equal tranches of 500,000. Post the balance sheet date, in February
2021, the third tranche of 500,000 Deferred Consideration Shares
was received by the Company. Refer to Note 22.
At the reporting date, the Company held 17.23% interest in
ValOre's share capital, however, as Messrs McMaster and De Azevedo
are both on the board of directors of ValOre, ValOre is considered
an associate. ValOre is a Canadian domiciled company with a
reporting period ending on 30 September.
The Company recently changed its accounting reporting period
from 30 June to 31 December to align its financial year end to that
of its Brazilian subsidiary VTF Mineração Ltda. Whilst the
Company's reporting period differs to that of ValOre, the share of
losses from continuing operations of ValOre have been calculated
based on the period from acquisition through to 31 December 2020.
The quoted market price of ValOre as at 31 December 2020 was CAD
$0.30 (US$0.23).
Summarised financial information in respect of ValOre Metals
Corp are shown below. ValOre results are reported in Canadian
Dollars and have been translated into US Dollars using the
appropriate exchange rates.
31 December
2020
$'000
Current assets 96
Non-current assets 8,254
Current liabilities (2,131)
Non-current liabilities (328)
-----------
Equity attributable to the owners of the
Company 5,891
-----------
Revenue -
Profit/(loss) for the period from acquisition
through to 31 December 2020 (4,519)
Other comprehensive income 162
-----------
Total comprehensive income (4,357)
-----------
15. Group and other receivables
Group Group Company Company
As at As at As at 31 As at
31 December 30 June December 30 June
2020 2019 2020 2019
$'000 $'000 $'000 $'000
Current
Other receivables 83 15 78 15
Accrued income 471 - 471 -
Group receivables - - - 1,067
Total other receivables 554 15 549 1,082
============= ========= ========== =========
Accrued income totalling $471,000 relating to the disposal of
Pedra Branca being 2,000,000 Deferred Consideration Shares in
ValOre with fair value determined to be $471,000 at the balance
sheet date.
16. Loans and borrowings
Group Group Company Company
As at As at As at 31 As at
31 30 June December 30 June
December 2019 2020 2019
2020
$'000 $'000 $'000 $'000
Current
Related party loan - 62 - 62
----------- --------- ---------- ---------
Total loans and borrowings - 62 - 62
=========== ========= ========== =========
17. Accruals and other payables
Group Group Company Company
As at As at As at 31 As at
31 30 June December 30 June
December 2019 2020 2019
2020
$'000 $'000 $'000 $'000
Current
Accruals 62 51 45 51
Amounts owed to Directors 31 262 31 262
Disposal purchase consideration - 180 - 180
Share provision in lieu
of fees - 205 - 205
---------- --------- ---------- ---------
Total accruals and other
payables 93 698 76 698
========== ========= ========== =========
Under the terms of the Share Purchase Agreement ValOre Metals
Corp paid $180,000 upon signing of the binding letter of
agreement.
18. Share capital
31 December 2020 30 June 2019
Share Share Share
Issued Share Capital premium Issued Capital premium
Number $'000 $'000 Number $'000 $'000
At beginning
of the period
ordinary shares
of 0.04p each: 237,315,053 123 4,202 197,515,600 102 2,844
============ ============== ========= ============ ========= =========
3 October 2018:
shares Issued
as part of placement - - - 38,273,328 20 1,476
25 April 2019:
share issue in
lieu of fees - - - 1,526,125 1 95
Share issue costs
charged to share
premium - - - - - (213)
18 December 2019:
share issue in
lieu of fees 4,798,091 3 187 - - -
At 31 December
2020: ordinary
shares of 0.04p
each: 242,113,144 126 4,389 237,315,053 123 4,202
============ ============== ========= ============ ========= =========
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.
19. Share options and warrants
18
months
ended
31
December Year ended
2020 30 June 2019
Average Number Average exercise Number of
exercise of price per share options
price per options option
share $
option
$
At the
beginning
of the period 0.075 50,249,996 0.065 15,250,000
Warrants issued
15 October
2018 - - 0.079 34,999,996
Share options
issued 1
December
2019 0.023 9,000,000 - -
Warrants issued
12 December
2019 0.079 4,798,091 - -
Expired and
surrendered
share options
expired 31
December
2019 0.065 (15,250,000) - -
Lapsed warrants
15 October 2020 - (39,798,087) - -
At the end of
the period 9,000,000 50,249,996
--------- ------------------------------------------------- ----------------------------------------------------- -----------------------------------------------------
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 5.5 pence per share
option (6.5 US cents), and an expiry date of 31 December 2019.
Other carried forward options outstanding in the Company, which in
total aggregated 7,250,000, were on the same terms and expired
unexercised on 31 December 2019.
Warrants issued in October 2018 of 34,999,996 new ordinary
shares and to Consulmet Metals (Pty) Ltd for the consultancy work
undertaken of 4,798,091 shares lapsed on 15 October 2020.
Share options granted during the 18-month period ended 31
December 2020 have the following expiry date and exercise
prices:
Grant date Expiry date Exercise price Share options Share options
$ 31 December 2020 30 June 2019
30 November
1 December 2019 2024 0.023 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: 1
December 2019.
(b) expiry date: 30 November 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%.
20. Subsidiary
The details of the subsidiaries of the Company, which have been
included in these consolidated financial statements are:
Name Country of incorporation Proportion of
ownership interest
VTF Mineração Ltda. Brazil 99.99%
21. Related party transactions
During the period the Company entered into the following
transactions with related parties.
18 months
ended 31 Year ended
December 30 June
2020 2019
$'000 $'000
Garrison Capital Partners Limited:
Purchases made on Company's behalf and
administrative fees expensed during the
year 95 114
Interest charge included within Company
and Group borrowings 3 4
Brian McMaster:
Rent paid by the Company to Countrywide
Residential Letting, in respect to premises
leased in the name of Brian McMaster
on behalf of; the Group that were made
available at no cost to officers and
staff of the Group. 80 15
Nicholas Von Schirnding:
600 -
Investment in Fodere Titanium Limited
of which Nicolas Von Schirnding is the
Chairman
Lauren McMaster:
Consultancy services - 15
FFA Legal Ltda:
Legal and accountancy services expensed
during year 135 79
Harvest Minerals Limited:
Employment services reimbursed - (104)
Garrison Capital Partners Limited is a related party to the
Company due to having directors in common. The balance owed as at
31 December 2020 was $nil (2019: $62,000) as disclosed in note
16.
Lauren McMaster is a related party to the Company due to being
married to the Chairman. At the year-end the amount owed was $nil
(2019: $8,000).
FFA Legal Ltda is a related party to the Group due to having a
director in common with Group companies. At the year-end they were
owed $nil (2019: $nil).
Directors' remuneration is disclosed within note 10.
22. Subsequent Events
a) Deferred consideration shares
On 15 February 2021, the company received the third tranche of
500,000 common shares in ValOre under the terms of the Share
Purchase Agreement.
b) Share placing
On 19 February 2021, Jangada raised GBP1.25 million (USD$1.75
million) via a placing of 13,888,888 new Ordinary shares of
GBP0.0004 each in the Company at a price of GBP0.09 per Placing
Share through Brandon Hill Capital. As part payment for Brandon
Hill Capital's services in relation to the Placing, it has been
issued with 694,444 warrants to subscribe for new Ordinary Shares,
exercisable at the Placing Price, for a period of three years.
c) Share disposal
On 24 February 2021, the Company disposed of 2 million of its
common shares in ValOre at a price of CAD$0.30 per share, providing
Jangada with gross proceeds of CAD$600,000 (USD$477,779). On 5
March 2021, the Company disposed of a further 3.875 million of its
common shares in ValOre at a price of CAD$0.30 per share, providing
Jangada with gross proceeds of CAD$1,162,500 (USD$917,300). Jangada
now holds a total of 10,305,000 ValOre common shares, representing
8.6 per cent of ValOre's current share capital.
23. Ultimate controlling party
The Directors consider that the Company has no single
controlling party.
ENDS
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
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)
Brandon Hill Capital Jonathan Evans Tel: +44 (0)20 3463
(Broker) Oliver Stansfield 5000
St Brides Partners Isabel de Salis info@stbridespartners.co.uk
Ltd Charlie Hollinshead
(Financial PR)
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END
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