Keras
Resources plc / Index: AIM / Epic: KRS / Sector: Mining
26 September 2024
Keras Resources plc ('Keras'
or the 'Company')
Interim
Results
Keras Resources plc (AIM: KRS)
announces its unaudited half year results for the six months ending
30 June 2024.
Overview
· Conclusion of PhoSul Utah LLC joint venture ("Phosul JV"), the
acquisition of the property in Sutherland, 8 miles north of the
town of Delta, Utah ("Delta Facility") on 22 January 2024 and the
transfer and construction of all processing infrastructure from
Spanish Fork to Delta;
· New
integrated processing facility cold commissioned on 3 June 2024 and
hot commissioning completed on 28 June 2024;
· Loss
increased from £255,000 to £436,000 largely due to increased
non-capital items related to the move to the Delta Facility and the
exclusion of the extra-ordinary items in the comparable period in
2023;
· 28%
increase in sales of 4,106
tons compared to period ended 30 June of 2023
of 3,190 tons;
· 2024
mining season has commenced with an estimated 7,500t to be mined
for the season;
· Long
term fundamentals of the organic fertiliser marker remain
robust; and
· Move
to produce PhoSul®, a
direct application product in addition to the existing dry rock
phosphate fertiliser blend products underpins the Company's
trajectory to becoming North America's premier organic phosphate
producer.
Graham Stacey, Keras Chief Executive Officer,
commented, "2024 has been a
transformative year for the Company with the move to the Delta
Facility, the Phosul JV and the strategic diversification of our
product range to ensure we are able to produce into the robust
North American organic fertiliser market with a direct application
granular product. For the rest of the year, operationally our
focus will shift from infrastructure development to commercial
production growth and from a product development perspective we
will now focus on liquid organic product(s) with higher phosphate
availability, building on our research carried out in 2023."
The information contained within
this announcement is deemed by the Company to constitute inside
information as stipulated under Article 7 of the Market Abuse
Regulation (EU) No. 596/2014 (as amended) as it forms part of the
domestic law of the United
Kingdom by virtue of
the European Union (Withdrawal) Act 2018 (as amended). Upon the publication
of this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
**ENDS**
For further information please
visit www.kerasplc.com,
follow us on Twitter @kerasplc or contact the
following:
Graham Stacey
|
Keras Resources plc
|
info@kerasplc.com
|
Nominated Adviser & Joint Broker
Ewan Leggat / Caroline
Rowe
Joint Broker
Damon Heath / Erik
Woolgar
|
SP Angel Corporate Finance
LLP
Shard Capital Partners
LLP
|
+44 (0) 20 3470 0470
+44 (0) 207 186 9900
|
CHAIRMAN’S
REVIEW
I am pleased to provide an update on
our progress since the last report and to set out our outlook for
the business going forward. The first half of 2024 has been
transformative for the Company with the conclusion of the PhoSul
Utah LLC joint venture ("Phosul JV"), the acquisition of the
property in Sutherland, 8 miles north of the town of Delta, Utah
("Delta Facility") on 22 January 2024 and the transfer of all our
processing infrastructure from Spanish Fork to Delta.
The move to Delta has resulted in
the Company running the business from a stand alone, wholly owned
property which has the under roof space to house the newly
constructed Integrated Granulator Plant ("Granulator Plant") and
all ancillary equipment, feed material and processed product.
Prior to this move the Company rented property in Spanish Fork
which was subject to urban encroachment and limited processing to
day time operations. The Delta Facility does not have such
limitations and when at full production the Company will run a 24
hour, three shift operation.
Underpinning the move to Delta, the
Phosul JV agreement comprises a five year 50:50 joint venture
between the Company's wholly owned subsidiary, Falcon Isle
Resources Corp ("FIR") and PhoSul LLC ("PhoSul"), a specialised
organic soil enhancement fertilizer company with granulator
operations in Idaho, United States ("US"). PhoSul and FIR
have jointly funded the construction and commissioning of the
Granulator Plant, which will produce a PhoSul® granulate comprising
80% of FIR's high grade organic rock phosphate from its Diamond
Creek mine. PhoSul® is currently being produced at the PhoSul
LLC's processing facility in Sugar City, Idaho. Current
demand for the product outweighs PhoSul's Idaho processing capacity
so the JV's product will be delivering into an established market
with significant scope for growth in the south western
states. I firmly believe this transaction will prove to be
one of the key inflection points in the Company's trajectory to
becoming the premier, high grade, organic phosphate producer in
North America.
Falcon Isle Resources Corp ("Falcon Isle")
Falcon Isle owns the fully permitted
Diamond Creek phosphate mine ("Diamond Creek") located on an
840-acre Federal Lease located approximately 75 miles north-east of
the recently acquired Delta Facility located in the farming town of
Sutherland, 8 miles north of the town of Delta, Utah.
Historically Falcon Isle produced dry, sized phosphate rock
products for the North American organic fertiliser market - with
the Phosul JV now concluded and in operation, the Company can now
produce into the granulator market with the PhoSul® formula as
a direct application product rather than being a component of
a blended fertiliser.
On 28 June 2024 the Company
announced that hot commissioning of the Granulator Plant had
commenced. Given the scale of what was required to transition
from an outsourced production and ownership model operating from
three rental facilities to the Company's wholly owned, fully
integrated production facility at Delta in just five months has
been an outstanding achievement by the project team as well as the
Company's supportive funding partners.
FIR continues to produce organically
certified 10 mesh and 50 mesh dry sized products with total sales
for H1 2024 of 4,106 tons, a 28% increase relative to the 3,190
tons sold during the comparable period in 2023, and demonstrates
evidence of the increased traction that the Company's high grade
certified products are attracting in the organic market. It's
key to note that at full production, the JV is expected to increase
FIR's quarterly sales of 50 mesh by approximately 2,280 tons per
quarter (a further 115% increase on the Q1 2024 sales -i.e.
traditional sales plus sales to the JV), with 100% of the revenue
from 50 mesh sales to the JV attributable to FIR while also sharing
50% in of the profit from the PhoSul® product produced from this
material.
In addition our mining season at
Diamond Creek, which takes place during the summer season from May
to November, is now well under way. This is expected to be
complete in late November and will provide sufficient feed material
for both Falcon Isle and the JV's needs until the 2025 mining
season commences.
Nayéga Manganese Mine / Togo
Following the cooperation agreement
signed with the Republic of Togo (the "State") on 17 May 2023
("Agreement") related to the Nayéga Manganese mine ("Nayéga") in
Northern Togo, the Company advised, on 9 May 2024 that activities
have recommenced at Nayéga and the State, through its 100% owned
investment company Société Togolaise de Manganèse
("STM").
As per the 2023 Agreement, Keras has
advisory and brokerage agreements with the State where the Company
will be paid an advisory fee of 1.5% of gross revenue generated
from the Nayéga mine for the provision of advisory services for 3
years, and 6.0% of gross revenue generated from the Nayéga mine for
the provision of brokerage services for the lesser of 3.5 years or
900,000 tonnes of beneficiated manganese ore produced and sold from
Nayéga.
The Company continues to keep in
close contact with the Togo Ministry of Mines in its advisory role
it agreed with the State in May 2023 and we look forward to
updating shareholders on progress in the near future.
Financial review
The results for the 6 months ended
30 June 2024 show a loss of £436,000 compared to loss of £255,000
in the six-month period ended 30 June 2023. The increased
loss was largely due to costs related to the transport of inventory
and other non-capital items to the Delta Facility and the exclusion
of extra-ordinary items (sale of intellectual property) in the
comparable period in 2023.
In January 2024 and May 2024 the
Company issued convertible loans of £300,000 (at a conversion price
of £0.04) and £597,805 (at a conversion price £0.0275)
respectively. On the same dates Falcon Isle issued Promissory
Notes of $350,000 (at a 7% per annum interest rate) and £597,805
(at an 8% per annum interest rate) respectively.
As part of the May capital raise,
Graham Stacey and I capitalised US$100,000 (GBP78,401) of
outstanding fees each due from the Company on the same basis (50%
in the form of Convertible Loans and 50% in the form of Promissory
Notes).
The proceeds of the January funding
were used to acquire the 8.4-acre Delta Facility, now the hub of
the US operations and the proceeds of the May funding were used to
pay the third tranche of US$800,000 of the cost of acquiring the
former minority interest in Falcon Isle plus $100,000 of the final
severance payment payable to the previous CEO of Falcon Isle, and
for general working capital.
The restructuring of the Company's
short-term liabilities reduced the impact of a pure equity raise
and ensures that the Company can meet its current obligations
without negatively impacting the long-term growth profile at the
high-grade organic phosphate business in Utah, USA.
Outlook
The Company believes that the move
(and the associated costs) to Delta are key to the long-term
success of the business, we remain very positive about both the
future of Diamond Creek and the fertiliser market macro-economic
conditions that underpin its future. We are mining an
essential resource that can create value, be part of the greener
economy and contribute to a more sustainable future. As a mining
company we remain ever conscious of our obligations and commitments
in line with best environmental, social and governance ("ESG")
practice and will continue to take the initiative within this area.
Our JV with PhoSul LLC to produce granulated PhoSul® as a final
product rather than relatively lower value fertilizer blend
constituents which we have produced to date has further enhanced
our position as an organic producer marketing directly to organic
farmers.
I would like to thank our
shareholders for their ongoing support and I look forward updating
all stakeholders as we continue to build Keras and Diamond Creek
into the premier organic phosphate producer in the US.
Russell Lamming
Chairman
26 September 2024
CONDENSED
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
|
|
|
|
|
|
|
|
|
6 months to
30-Jun-24
(unaudited)
£'000
|
|
6 months to
30-Jun-23
(unaudited)
£'000
|
|
12 months to 31-Dec-23
(audited)
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
556
|
|
397
|
|
916
|
Cost of production
|
|
|
|
|
|
|
|
|
(420)
|
|
(44)
|
|
(386)
|
Gross profit
|
|
|
|
|
|
|
|
|
136
|
|
353
|
|
530
|
Profit on sale of intellectual
property relating to Togo
|
-
|
|
184
|
|
121
|
Loss on disposal of
subsidiary
|
|
|
|
|
|
|
|
|
(76)
|
Administrative and exploration
expenses
|
|
|
(492)
|
|
(686)
|
|
(842)
|
Loss from operating activities
|
|
|
|
|
(356)
|
|
(149)
|
|
(267)
|
Finance income
|
|
|
|
|
|
|
-
|
|
-
|
|
-
|
Finance costs
|
|
|
|
|
|
|
(80)
|
|
(106)
|
|
(173)
|
Net
finance costs
|
|
|
|
|
(80)
|
|
(106)
|
|
(173)
|
Loss before taxation
|
|
|
|
|
|
|
(436)
|
|
(255)
|
|
(440)
|
Taxation
|
|
|
|
|
|
|
-
|
|
-
|
|
(6)
|
Loss for the period
|
|
|
|
|
|
|
(436)
|
|
(255)
|
|
(446)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income - items that may be subsequently
reclassified to profit or loss
|
|
|
|
|
|
Exchange translation on foreign
operations
|
|
82
|
|
29
|
|
(245)
|
Total comprehensive loss for the period
|
(354)
|
|
(226)
|
|
(691)
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
|
|
|
|
|
(436)
|
|
(255)
|
|
(475)
|
Non-controlling interests
|
|
|
|
|
|
|
-
|
|
-
|
|
29
|
Loss for the period
|
|
|
|
|
|
|
(436)
|
|
(255)
|
|
(446)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss attributable to:
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
|
|
|
|
|
(354)
|
|
(226)
|
|
(720)
|
Non-controlling interests
|
|
|
|
|
|
|
-
|
|
-
|
|
29
|
Total comprehensive loss for the period
|
|
|
(354)
|
|
(226)
|
|
(691)
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
Basic and diluted loss per share
(pence)
|
|
|
(0.54)
|
|
(0.28)
|
|
(0.863)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
CONDENSED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
|
|
Notes
|
|
30-Jun-24
(unaudited)
£'000
|
|
30-Jun-23
(unaudited)
£'000
|
|
|
31-Dec-23
(audited)
£'000
|
Assets
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
Intangible assets
|
7
|
|
3,425
|
|
3,418
|
|
|
3,404
|
Property, plant and
equipment
|
8
|
|
1,244
|
|
372
|
|
|
346
|
Right of use asset
|
9
|
|
-
|
|
59
|
|
|
-
|
Investment in joint
venture
|
|
|
32
|
|
-
|
|
|
-
|
|
|
|
4,701
|
|
3,849
|
|
|
3750
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Inventory
|
10
|
|
468
|
|
660
|
|
|
621
|
Trade and other
receivables
|
11
|
|
176
|
|
1,612
|
|
|
171
|
Cash and cash equivalents
|
|
|
1,168
|
|
39
|
|
|
185
|
|
|
|
1,813
|
|
2,311
|
|
|
977
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
6,514
|
|
6,160
|
|
|
4,727
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Equity attributable to owners of the Company
|
|
|
|
|
|
|
|
Share capital
|
12
|
|
801
|
|
797
|
|
|
801
|
Share premium
|
12
|
|
5,849
|
|
5,838
|
|
|
5,849
|
Other reserves
|
|
|
356
|
|
311
|
|
|
(2)
|
Retained deficit
|
|
|
(3,901)
|
|
(3,245)
|
|
|
(3,465)
|
|
|
|
3,105
|
|
3,701
|
|
|
3,183
|
Non-controlling interests
|
|
|
-
|
|
(146)
|
|
|
-
|
Total equity
|
|
|
3,105
|
|
3,555
|
|
|
3,183
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Trade and other payables
|
13
|
|
1,327
|
|
1,478
|
|
|
1,013
|
Lease liabilities -
current
|
9
|
|
-
|
|
61
|
|
|
-
|
|
|
|
1,327
|
|
1,539
|
|
|
1,013
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
Trade and other payables
|
13
|
|
566
|
|
1,066
|
|
|
531
|
Loans and borrowings
|
14
|
|
1,516
|
|
-
|
|
|
-
|
|
|
|
2,082
|
|
1,066
|
|
|
531
|
Total liabilities
|
|
|
3,409
|
|
2,605
|
|
|
1,544
|
|
|
|
|
|
|
|
|
|
Total equity and liabilities
|
|
|
6,514
|
|
6,160
|
|
|
4,727
|
CONDENSED
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
|
|
Share capital
£'000
|
|
Share
premium
£'000
|
|
Share
option/
warrant
reserve
£'000
|
|
Exchange
reserve
£'000
|
|
Convertible loan notes
reserve
£'000
|
|
Retained
deficits
£'000
|
|
Total £'000
|
|
Non-controlling
interest
£'000
|
|
Total
equity
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2024
(unaudited)
|
|
801
|
|
5,849
|
|
104
|
|
(106)
|
|
-
|
|
(3,465)
|
|
3,183
|
|
-
|
|
3,183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(436)
|
|
(436)
|
|
-
|
|
(436)
|
Other comprehensive income
|
|
-
|
|
-
|
|
-
|
|
82
|
|
-
|
|
-
|
|
82
|
|
-
|
|
82
|
Total comprehensive loss for the period
|
|
|
|
-
|
|
-
|
|
82
|
|
-
|
|
(436)
|
|
(354)
|
|
-
|
|
(354)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of convertible loan
notes
|
|
-
|
|
-
|
|
-
|
|
-
|
|
271
|
|
-
|
|
271
|
|
-
|
|
271
|
Share based payment
transactions
|
|
-
|
|
-
|
|
5
|
|
-
|
|
-
|
|
-
|
|
5
|
|
-
|
|
5
|
Transactions with owners, recognised directly in
equity
|
|
-
|
|
-
|
|
5
|
|
-
|
|
271
|
|
-
|
|
276
|
|
-
|
|
276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2024 (unaudited)
|
|
801
|
|
5,849
|
|
109
|
|
(24)
|
|
271
|
|
(3,901)
|
|
2,834
|
|
-
|
|
2,834
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
capital
£'000
|
|
Share
premium
£'000
|
|
Share
option/
warrant
reserve
£'000
|
|
Exchange
reserve
£'000
|
|
Retained
deficit
£'000
|
Total
£'000
|
Non-controlling
interests
£'000
|
|
Total
equity
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2023
(unaudited)
|
|
797
|
|
5,838
|
|
102
|
|
180
|
|
|
(2,990)
|
|
3,927
|
|
(146)
|
|
3,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
(475)
|
|
(475)
|
|
29
|
|
(446)
|
Other comprehensive income
|
|
-
|
|
-
|
|
-
|
|
(245)
|
|
|
-
|
|
(245)
|
|
-
|
|
(245)
|
Total comprehensive income for the period
|
|
-
|
|
-
|
|
-
|
|
(245)
|
|
|
(475)
|
|
(720)
|
|
29
|
|
(691)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of ordinary shares
|
|
4
|
|
11
|
|
-
|
|
-
|
|
|
-
|
|
15
|
|
-
|
|
15
|
Share based payment
transactions
|
|
-
|
|
-
|
|
2
|
|
-
|
|
|
-
|
|
2
|
|
-
|
|
2
|
Disposal of subsidiary
|
|
-
|
|
-
|
|
-
|
|
(41)
|
|
|
-
|
|
(41)
|
|
117
|
|
76
|
Transactions with owners, recognised directly in
equity
|
|
4
|
|
11
|
|
2
|
|
(41)
|
|
|
-
|
|
(24)
|
|
117
|
|
93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2023 (unaudited)
|
|
801
|
|
5,849
|
|
104
|
|
(106)
|
|
|
(3,465)
|
|
3,183
|
|
-
|
|
3,183
|
|
|
|
|
|
|
|
|
|
|
|
|
Share
capital
£'000
|
|
Share
premium
£'000
|
|
Share
option/
warrant
reserve
£'000
|
|
Exchange
reserve
£'000
|
|
Retained
deficit
£'000
|
Total
£'000
|
Non-
controlling
interests
£'000
|
|
Total
equity
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2023
(audited)
|
|
797
|
|
5,838
|
|
102
|
|
180
|
|
|
(2,990)
|
|
3,927
|
|
(146)
|
|
3,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
(255)
|
|
(255)
|
|
-
|
|
(255)
|
Total other comprehensive
income
|
|
-
|
|
-
|
|
-
|
|
29
|
|
|
-
|
|
29
|
|
-
|
|
29
|
Total comprehensive loss for the period
|
|
-
|
|
-
|
|
-
|
|
29
|
|
|
(255)
|
|
(226)
|
|
-
|
|
(226)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of ordinary shares
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
Share option expense
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
Acquisition of NCI without a change
in control (note 15)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
Share based payment
transactions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
Transactions with owners, recognised directly in
equity
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2023
(unaudited)
|
|
797
|
|
5,838
|
|
102
|
|
209
|
|
|
(3,245)
|
|
3,701
|
|
(146)
|
|
3,555
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
|
30-Jun-24
(unaudited)
£'000
|
|
30-Jun-23
(unaudited)
£'000
|
|
|
31 -Dec-23
(audited)
£'000
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
Loss from operating
activities
|
(436)
|
|
(255)
|
|
|
(446)
|
Adjustments for:
|
|
|
|
|
|
|
|
|
Depreciation and
amortisation
|
|
|
2
|
|
61
|
|
|
139
|
Gain on sale of discontinued
operations
|
-
|
|
-
|
|
|
(121)
|
Loss on disposal of
subsidiary
|
-
|
|
-
|
|
|
76
|
Impairment of assets held for
sale
|
|
|
-
|
|
(184)
|
|
|
-
|
Finance costs recognised
|
80
|
|
106
|
|
|
173
|
Equity-settled share-based payment
transactions
|
5
|
|
-
|
|
|
2
|
|
|
|
(349)
|
|
(272)
|
|
|
(177)
|
Changes in:
|
|
|
|
|
|
|
|
|
- inventories
|
|
|
153
|
|
8
|
|
|
9
|
- trade and other
receivables
|
|
|
5
|
|
(8)
|
|
|
10
|
- trade and other
payables
|
|
|
271
|
|
174
|
|
|
(392)
|
Cash generating by/(used in) operating
activities
|
|
|
80
|
|
(98)
|
|
|
(550)
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
|
(15)
|
|
(9)
|
|
|
(17)
|
Net
cash by/(used in) operating activities
|
|
|
65
|
|
(107)
|
|
|
(567)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
Acquisition of property, plant and
equipment
|
(897)
|
|
-
|
|
|
-
|
Acquisition on other
investments
|
(32)
|
|
-
|
|
|
-
|
Proceeds on disposal of discontinued
operations
|
-
|
|
|
|
|
1,279
|
Consideration for purchase of
minority interest in subsidiary
|
-
|
|
-
|
|
|
(272)
|
Net
cash used in investing activities
|
(929)
|
|
-
|
|
|
1,007
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Net proceeds from issue of share
capital
|
|
|
-
|
|
-
|
|
|
15
|
Issue of
promissory and convertible loan notes
|
1,787
|
|
-
|
|
|
-
|
Repayment of loans
|
|
|
-
|
|
-
|
|
|
(357)
|
Payment of lease
obligations
|
|
|
-
|
|
(61)
|
|
|
(126)
|
Net
cash flows from financing activities
|
|
|
1,787
|
|
(61)
|
|
|
(468)
|
|
|
|
|
|
|
|
|
|
Net
(decrease)/increase in cash and cash equivalents
|
923
|
|
(168)
|
|
|
(28)
|
Cash and cash equivalents at
beginning of period
|
185
|
|
207
|
|
|
207
|
Effect of foreign exchange rate
changes
|
|
|
60
|
|
-
|
|
|
6
|
Cash and cash equivalents at end of period
|
1,168
|
|
39
|
|
|
185
|
NOTES
TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. Reporting entity
Keras Resources plc (the "Company")
is a company domiciled in England and Wales. The unaudited
condensed consolidated interim financial statements of the Company
as at and for the six months ended 30 June 2024 comprise the
Company and its subsidiaries (together referred to as the "Group")
and the Group's interests in associates and jointly controlled
entities. The Group currently operates as an explorer and
developer.
2. Basis of preparation
(a)
Statement of compliance
This condensed consolidated interim
financial report has been prepared in accordance with IAS 34
Interim Financial
Reporting. Selected explanatory notes are included to
explain events and transactions that are significant to an
understanding of the changes in financial performance and position
of the Group since the last consolidated financial statements as at
and for the period ended 31 December 2023. This condensed
consolidated interim financial report does not include all the
information required for full annual financial statements prepared
in accordance with International Financial Reporting
Standards.
This condensed consolidated interim
financial report was approved by the Board of Directors on 25
September 2024.
(b)
Judgements and estimates
Preparing the interim financial
report requires Management to make judgements, estimates and
assumptions that affect the application of accounting policies and
the reported amounts of assets and liabilities, income and
expense. Actual results may differ from these
estimates.
In preparing this condensed
consolidated interim financial report, significant judgements made
by Management in applying the Group's accounting policies and key
sources of estimation uncertainty were the same as those that
applied to the audited consolidated financial statements as at and
for the period ended 31 December 2023.
3. Significant accounting
policies
The accounting policies applied by
the Group in this condensed consolidated interim financial report
are the same as those applied by the Group in its audited
consolidated financial statements as at and for the period ended 31
December 2023.
4. Financial instruments
Financial risk management
The Group's financial risk
management objectives and policies are consistent with those
disclosed in the audited consolidated financial statements as at
and for the period ended 31 December 2023.
5.
Segment information
The Group considers that it operates
in two distinct business areas, manganese mining in West Africa and
phosphate mining in Utah, USA. These business areas form the
basis of the Group's operating segments. For each segment,
the Group's CEO (the chief operating decision maker) reviews
internal management reports on at least a quarterly
basis.
Operations ceased in the manganese
segment of the Group during prior year ended 31 December 2023. This
was a result of the sale of the intellectual property relating to
this geographic region. As a result, an amount of £1,412,077 was
recognised within other receivables reflecting the amounts due on
the sale and an amount of £184,653 recognised as a gain on disposal
within operating profit.
Other operations relate to the
group's administrative functions conducted at its head office and
by its intermediate holding company together with consolidation
adjustments.
Information regarding the results of
each reportable segment is included below. Performance is
measured based on segment profit before tax, as included in the
internal management reports that are reviewed by the Group's CEO.
Segment results are used to measure performance as Management
believes such information is the most relevant in evaluating the
performance of certain segments relative to other entities that
operate within the exploration industry.
Information about reportable segments
For
the six months ended 30 June 2024 (unaudited)
|
|
Manganese
£'000
|
|
|
Phosphate
£'000
|
|
Other
operations
£'000
|
|
Total
£'000
|
External revenue
|
|
-
|
|
|
556
|
|
-
|
|
556
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax
|
|
-
|
|
|
(53)
|
|
(383)
|
|
(436)
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
-
|
|
|
5,444
|
|
-
|
|
5,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the six months ended 30 June 2023 (unaudited)
|
|
|
Manganese
£'000
|
|
|
Phosphate
£'000
|
|
Other
operations
£'000
|
|
Total
£'000
|
External revenue
|
|
-
|
|
|
397
|
|
-
|
|
397
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax
|
|
-
|
|
|
141
|
|
(396)
|
|
(255)
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
-
|
|
|
4,689
|
|
1,471
|
|
6,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
Segment information
(continued)
For
the twelve months ended 31 December 2023
(audited)
|
|
|
Manganese
£'000
|
|
|
Phosphate
£'000
|
|
Other
operations
£'000
|
|
Total
£'000
|
External revenue
|
|
-
|
|
|
916
|
|
-
|
|
916
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax
|
|
29
|
|
|
(3)
|
|
(466)
|
|
(440)
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
-
|
|
|
4,646
|
|
81
|
|
4,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Information about geographical segments:
For
the six months ended 30 June 2024 (unaudited)
|
|
West
Africa
£'000
|
|
US
£'000
|
|
Other
operations£'000
|
|
Total
£'000
|
|
|
|
External revenue
|
|
-
|
|
556
|
|
-
|
|
556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax
|
|
-
|
|
(53)
|
|
(383)
|
|
(436)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
-
|
|
5,444
|
|
-
|
|
5,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the six months ended 30 June 2023 (unaudited)
|
|
|
|
West
Africa
£'000
|
|
US
£'000
|
|
Other
operations£'000
|
|
Total
£'000
|
|
|
|
External revenue
|
|
-
|
|
397
|
|
-
|
|
397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax
|
|
-
|
|
141
|
|
(396)
|
|
(255)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
-
|
|
4,689
|
|
1,471
|
|
6,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
Segment information (continued)
Information about geographical
segments(continued)
|
|
|
For
the 12 months ended 31 December 2023 (audited)
|
|
|
|
|
|
|
|
West
Africa
£'000
|
|
US
£'000
|
|
Other
operations
£'000
|
|
Total
£'000
|
|
|
|
External revenue
|
|
-
|
|
916
|
|
-
|
|
916
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax
|
|
29
|
|
(3)
|
|
(466)
|
|
(440)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
-
|
|
4,646
|
|
82
|
|
4,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
6.
Seasonality of
operations
Mining at Falcon Isle takes place
between May and November due to winter snow cover at the mine site
and on the approach road. The fertiliser produced is used primarily
during the planting and growing seasons, but sales by Falcon Isle
take place throughout the year.
7.
Intangible assets
|
|
|
|
|
|
|
30-Jun-24
(unaudited)
£'000
|
|
30-Jun-23
(unaudited)
£'000
|
|
|
31-Dec-23
(audited)
£'000
|
Cost
|
|
|
|
|
|
|
Balance at beginning of
period
|
3,464
|
|
3,613
|
|
|
3,613
|
Effect of movement in exchange
rates
|
21
|
|
(145)
|
|
|
(149)
|
Balance at end of period
|
3,806
|
|
3,468
|
|
|
3,464
|
|
|
|
|
|
|
|
Impairment losses
|
|
|
|
|
|
|
Balance at beginning of
period
|
60
|
|
55
|
|
|
55
|
Amortisation
|
-
|
|
-
|
|
|
8
|
Effect of movement in exchange
rates
|
-
|
|
(5)
|
|
|
(3)
|
Balance at end of period
|
60
|
|
50
|
|
|
60
|
Carrying amounts
|
|
|
|
|
|
|
Balance at end of period
|
3,425
|
|
3,418
|
|
|
3,404
|
Balance at beginning of
period
|
3,404
|
|
3,558
|
|
|
3,558
|
|
|
|
|
|
|
|
Intangible assets comprise the fair
value of prospecting and exploration rights.
8.
Property, plant and
equipment
Acquisitions and disposals
There were additions of £897,000
during the six months ended 30 June 2024. No assets were acquired
or disposed of in the comparative period.
9.
Right of use asset
|
|
|
|
|
|
|
30-Jun-24
(unaudited)
|
|
30-Jun-23
(unaudited)
|
|
31-Dec-23
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
Balance at beginning of
period
|
-
|
|
121
|
|
-
|
Additions
|
-
|
|
-
|
|
-
|
Depreciation
|
-
|
|
(59)
|
|
-
|
Effects of movements in exchange
rates
|
-
|
|
(3)
|
|
-
|
|
-
|
|
59
|
|
-
|
Lease liability
|
£'000
|
|
£'000
|
|
£'000
|
Balance at beginning of
period
|
-
|
|
126
|
|
126
|
Principal reduction
|
-
|
|
(61)
|
|
(126)
|
Finance cost
|
-
|
|
2
|
|
9
|
Effects of movements in exchange
rates
|
-
|
|
(6)
|
|
(9)
|
|
-
|
|
61
|
|
-
|
Current portion
|
-
|
|
61
|
|
-
|
Non-current portion
|
-
|
|
-
|
|
-
|
|
-
|
|
61
|
|
-
|
10.
Inventories
|
|
|
|
|
|
|
30-Jun-24
(unaudited)
£'000
|
|
30-Jun-23
(unaudited)
£'000
|
|
31-Dec-23
(audited)
£'000
|
Phosphate
|
468
|
|
660
|
|
621
|
|
468
|
|
660
|
|
621
|
11.
Trade and other receivables
|
|
|
|
|
|
|
30-Jun-24
(unaudited)
£'000
|
|
30-Jun-23
(unaudited)
£'000
|
|
31-Dec-23
(audited)
£'000
|
Trade receivables
|
70
|
|
89
|
|
91
|
Other receivables
|
96
|
|
1,496
|
|
71
|
Prepayments
|
10
|
|
27
|
|
9
|
|
158
|
|
1,612
|
|
171
|
Trade receivables and other
receivables are stated at their nominal values less allowances for
non-recoverability.
12. Share capital and
reserves
Dividends
No dividends were declared or paid
in the six months ended 30 June 2024 (six months ended 30 June
2023: £nil, twelve months ended 31 December 2023: £nil).
Convertible loan note reserve
The reserve for convertible loan
notes comprises the amount allocated to the equity component for
the convertible notes issued by the group in 2024.
13.
Trade and other payables
Current
|
|
|
|
|
|
30-Jun-24
(unaudited)
|
|
30-Jun-23
(unaudited)
|
|
31-Dec-23
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
Trade payables
|
433
|
|
510
|
|
238
|
Accruals
|
23
|
|
92
|
|
176
|
Other payables
|
239
|
|
247
|
|
6
|
Deferred consideration
|
633
|
|
629
|
|
593
|
|
1,327
|
|
1,478
|
|
1,013
|
Non-current
|
|
|
|
|
|
30-Jun-24
(unaudited)
|
|
30-Jun-23
(unaudited)
|
|
31-Dec-23
(audited)
|
|
£'000
|
|
£'000
|
|
£'000
|
Deferred consideration
|
566
|
|
1,066
|
|
531
|
|
566
|
|
1,066
|
|
531
|
There is no material difference
between the fair value of trade and other payables and their book
value.
14.
Loans and borrowings
Non-current
|
|
|
|
|
|
30-Jun-24
(unaudited)
|
|
30-Jun-23
(unaudited)
|
|
31-Dec-23
(audited)
|
|
|
£'000
|
|
£'000
|
|
£'000
|
Promissory notes, repayable
2028
|
|
|
|
|
|
|
$350,000 7% secured
notes
|
i
|
277
|
|
-
|
|
-
|
$762,500 8% unsecured
notes
|
ii
|
603
|
|
-
|
|
-
|
Convertible loan notes, repayable
2028
|
|
|
|
|
|
|
£300,000 7% notes
|
iii
|
227
|
|
-
|
|
|
£597,500 4% notes
|
iv
|
409
|
|
-
|
|
-
|
|
|
1,516
|
|
-
|
|
-
|
i.
On 22 January 2024, a secured 4-year promissory note of
$350,000 (£276,850) was issued by Falcon Isle. The note carries 7%
interest and is repayable after 4 years. Falcon Isle has the right
to repay it, without penalty, after 2 years. Interest is payable
annually.
ii. On
28 May 2024, unsecured 4-year promissory notes totalling US$762,500
(£603,138) were issued by Falcon Isle. The notes carry 8% interest
and are repayable after 4 years. Falcon Isle has the right to repay
them, without penalty, after 2 years. Interest is payable
annually.
iii. On
22 January 2024, a 4-year convertible loan of £300,000 was issued
by the Company. It carries interest at 7% per annum and is
convertible into ordinary shares of £0.01p at a conversion price of
£0.04 per share. The loan note may be converted at any time by
notice given by the holder, interest will be rolled up and included
with the amount being converted or paid at the end of the 4-year
loan period if not converted. The equity portion of the loan is
computed as £73,542 using market discount rate of 15.71%, recorded
within statement of changes in equity. Notwithstanding this, if not
converted the loan note is repayable at its nominal value of
£300,000 if not converted.
iv. On 28
May 2024, 4-year convertible loan notes totalling £597,805 were
issued by the Company. They carry interest at 4% per annum and are
convertible into ordinary shares of £0.01p at a conversation price
of £0.0275 per share. The loan notes may be converted at any time
by notice given by the holders; interest will be compounded
annually and included with the amount being converted or paid at
the end of the 4-year loan period if not converted. The equity
portion of the loan is computed as £197,020 using market discount
rate of 15.71%, recorded within statement of changes in equity.
Notwithstanding this, if not converted the loan note is repayable
at its nominal value of £597,805 if not converted.
15.
Acquisition of non-controlling interest in
Falcon Isle
In March 2022, the Group agreed to
acquire the then outstanding 49% equity interest in Falcon Isle,
together with loans totalling $1,816,527 made by the vendor to
Falcon Isle, for total consideration of $3.2 million payable in
four annual tranches of $800,000 commencing on 1 July 2022.
The first two tranches have been paid. The third tranche, due
on 1 July 2024, has been paid since 30 June 2024 and is treated as
a current liability. The final tranche has been treated as a
non-current liability.
16.
Related party transactions
With the exception of $650,000, all
the subscriptions for Promissory Notes ($1,012,500) and Convertible
Loan Notes (£897,805) as set out in Note 14 were made by related
parties. Each of Russell Lamming and Graham Stacey, directors of
the Company, subscribed $100,000, divided equally between Unsecured
Promissory Notes and 4% Convertible Loan Notes. The balance was
subscribed by Christopher Grosso, a substantial Shareholder, and
the Diane H. Grosso Credit Shelter Trust, an associated party
of Christopher Grosso.