TIDMGCAT
RNS Number : 9994U
Caracal Gold PLC
31 March 2023
Friday, 31 March 2023
Caracal Gold PLC
Caracal Gold PLC ("the Company"), the expanding East African
gold producer with over 1,300,000oz of JORC compliant gold
resources, is pleased to announce its unaudited interim results for
the six months ended 31 Dec 2022 ("the period"). These results can
also be found on the Company's website.
Summary operational and financial updates for the period
-- Sales of GBP2.380 million (Dec 2021 FY: GBP4.433 million)
were generated from 1,641 ounces ("oz") of gold sold during the
period at an average price of US$1,676/oz (Dec 2021 FY: 3,223oz
sold at an average price of US$1,770/oz)
-- Gross Loss of GBP0.926 million for the period (Dec 2021 FY: gross loss of GBP1.197 million)
-- Loss before taxation of GBP3.713 million for the period (Dec
2021 FY loss of: GBP8.412 million)
-- Net debt of GBP6.436 million (Jun 2022: net debt of GBP3.784 million)
-- Ongoing work to increase production at the flagship Kilimapesa Gold Mine:
Ø Continue to optimize mine plan and renewed focus on process
efficiencies.
Ø Realised a total 806 ounces in gold sales in Q3 and 835 ounces
in Q4.
-- Reviewed the exploration programmes to further strengthen the
current Mineral Resource Estimate ('MRE'):
Ø To date, 104 RC holes accounting for 10,444m and 21 DD holes
accounting for 3,660m have been drilled at Kilimapesa Hill, Maghor
and Vim Rutha.
Ø In Q4, seven trenches were completed for a meterage total of
420m, five at Kilimapesa West Hill and two in Vim Rutha.
-- Due to the delay in funding, activities around the expansion,
operations have slowed down pending securing of funds.
-- Excellent progress at Nyakafuru Gold Project in Tanzania:
Ø Completed Phase 1 exploration project on time; and
Ø Commencing 2nd phase drill programme validating historical
drill results (i) as well as further interpretation (ii) and
collection of metallurgical samples (iii).
Finance update
Post the H1 2022 period the Company announced on the 10th
January 2023, that the previously planned OCIM financing of US$10m
would not be proceeding. As a result, the previously announced
Philoro funding was put on hold and it has now been necessary to
renegotiate the terms of the US$1.5m Mill End Financing and to date
this negotiation is ongoing.
The company is progressing discussions, including technical and
legal due diligence, with several potential financiers in order to
provide the funding required to complete the Kilimapesa expansion
project. Philoro have confirmed their US$3m funding is planned to
come in alongside this funding.
Also, post H1 2022 the company announced a US$1 million fund
raise via the issue of secured Convertible Loan Notes ("CLNs") to
Orca Capital GmbH ('ORCA'). The proceeds were immediately drawn
down and used to accelerate operations at Kilimapesa. The Company
has granted ORCA an option to subscribe for up to a further US$4
million of CLNs. (The details of the transaction are contained in
the RNS dated 16th February 2023.)
Share Admissions and Prospectus update
Certain share admissions previously announced by the Company
have not been admitted to the Financial Conduct Authority's ("FCA")
Official List and to trading on the London Stock Exchange. Work is
continuing on the production of a prospectus, which will be
published as soon as practicable, subject to approval by the
FCA.
Board changes
During the period Mr. Riaan Lombard was appointed to the Board
of Caracal Gold Plc ("Caracal") as an Executive Director and Chief
Operating Officer ("COO").
Mr. Stefan Mülller was also appointed as a Non-Executive
Director and as part of the Board changes, the Company announced
that Mr. Gerard Kisbey-Green, current Executive Director, would
transition to become a Non-Executive Director.
Post H1 2022
On the 13th January Mr Simon Games--Thomas stepped down from his
position as Non-Executive Chairman. Simon Grant Rennick was asked
to assist the Company in a consultancy role with the intention that
he subsequently be appointed and that in the interim be regarded as
Chairman Designate.
Corporate Governance review
Post the H1 2022 period the Company announced that legal counsel
had been engaged to conduct a comprehensive review of the corporate
governance, regulatory compliance and communications policies in
order to strengthen internal procedures.
The Board decided that the Company's financial advisor, VSA, as
well as an independent firm of solicitors, would be consulted to
assist the Chairman Designate in this review and the Board expects
the above to be concluded as soon as is practically possible.
KENYA - KILIMAPESA GOLD PROJECT
Q1 22 Q2 22 Q3 22 Q4 22
Mined tons 44,846 42,233 64,639 35,989
----------------- ----------------- --------- --------
Treated Tons 54,121 58,722 53,709 19,613
----------------- ----------------- --------- --------
Smelted ounces
Au 1,266 746 806 835
----------------- ----------------- --------- --------
18,757 @ 7,715 @
Stockpile tons 22,744 @ 1,72g/t 22,757 @ 1,68g/t 1.72 1.47
----------------- ----------------- --------- --------
-- In Q3, the plant processed a total of 23,790t at an average
grade of 1.61g/t through the CIL circuit and a further 29,919t at
an average grade of 0.99g/t through the heap leach circuit to
realise a total of 806 ounces in gold sales.
-- In Q4, the plant processed a total of 19,613t at an average
grade of 1.80g/t through the CIL circuit and a further 6,859t at an
average grade of 0.86g/t through the heap leach circuit to realise
a total of 835 ounces in gold sales.
-- Plant 2 was stopped on 1 August 2022 as the project of
washing fines in the circuit proved to be uneconomic. Major factors
were the low tons washed to the CIL and the insignificant upgrading
of the fines.
-- The heap leach pads reached design capacity and therefore
Plant 3 was stopped in December 2022.
-- Gold figures accountability (ratio of sold to produced)
increased to 99% in September from an average of 50% for July and
August. This was attributed to the installations of weightometers
in the plant and the flowmeter in the Plant 3 CIS circuit,
standardisation of sampling and sample handling procedures and the
increase in Quality Control checks in the new laboratory. Gold
figure accountability has subsequently remained stable at these
rates.
-- Tailings Storage Facility construction is on track.
Post H12022
Operating activities recommenced at Kilimapesa, activities on
the heap leach plant commenced immediately with the pads being
loaded from existing low-grade stockpiles. This was followed by
open cast mining recommencing on the 5(th) March and the Milling
plant on the 8(th) March. The Company then announced the discovery
of a high-grade mineable zone above the current underground
workings and previous drilled areas, which is now processing 360tpd
of high-grade material with average grades from 3.31g/t to 4.74g/t.
A targeted mining plan confirming 180 days of high-grade material
has been prepared and is being actioned, while it is planned to
focus on processing 500tpd.
Exploration
-- Latest results from drilling on Kilimapesa Hill confirmed the
lateral and depth extensions at the Kilimapesa Hill.
-- Completed a total of 10 DD holes and 22 RC holes on Vim Rutha
prospect, which extends more than 4km into the exploration licence
and is located a few hundred metres south of Kilimapesa Hill, for a
total of 1,621m and 1,943m respectively.
-- DD drilling confirmed the existence of a mineralised
structure over 1.5km parallel to the Kilimapesa Hill deposit while
samples from the RC drilling are currently being analysed.
-- A systematic trenching campaign commenced in Q3 to define the
surface expression of the Vim Rutha mineralisation and samples are
being analysed.
-- During Q4, a total of seven trenches were completed for a
meterage of 420m. Five trenches at the Kilimapesa West Hill
prospect and two in Vim Rutha prospect. These trenches were
positioned to determine both the strike and the extent of
mineralisation on Kilimapesa West Hill and Vim Rutha prospects.
-- Continued underground DD with a total of 33.32m being drilled
in two boreholes in Adit D.
-- To date, 104 RC holes accounting for 10,444m and 21 DD holes
accounting for 3,660m have been drilled at Kilimapesa Hill, Maghor
and Vim Rutha:
Ø We also have assayed results from the Diamond Drilling ('DD')
programme on the Vim Rutha prospect, a shear zone of about 4.9km
parallel to the known orebody at the Kilimapesa Hill deposit
('Kilimapesa Hill') at the Kilimapesa Gold and Mining Operations in
Kenya (the 'Project'). The drilling intercepted, on several
occasions and over a distance of more than 2km from west to east,
one or more mineralised structures of significant thickness located
a few hundred metres south of Kilimapesa Hill.
Ø Assay results confirm that the Vim Rutha prospect corridor is
intensely gold-bearing with mineralised intercepts indicated by
historical diamond drilling. Additionally we have noted vertical
and lateral extensions of one or more parallel mineralised
structures over several kilometres of distance just south of
Kilimapesa Hill.
Ø These results continue to demonstrate the high gold potential
of the various exploration prospects located in direct proximity to
the Kilimapesa Hill deposit.
Updated Company Reserves and Resources
-- Following the successful resource expansion drill campaign,
we have expanded our Measured, Indicated and Inferred Resource of
12.15Mt @ 1.5g/t gold for 565.7koz contained gold for the
Kilimapesa Hill Deposit.
-- This represents a 202% increase in the Measured and Indicated
category, with 56% of the contained ounces (317.6koz) now in
Measured and Indicated (previously 105koz).
-- These promising results support at least a 10-year Life of
Mine for the current Project expansion, targeting 24,000oz per
annum production.
-- The significant increase in the Measured and Indicated
Resource provides optionality for the current mining and processing
operations, delivering the necessary differential in feed grade to
the Milling and Heap Leach plants.
Safety, Health, and Environment
-- Continued focus on environmental plans with targets hit,
annual audit conducted, and environmental licence obtained in
relation to exploratory drilling, open-pit mining, and heap
leach.
-- Open Pit and Exploration Environmental Impact Assessment
submitted to NEMA in Q4.
-- All statutory audits including Fire Safety, OH&S and
Environmental up to date as at 31 December 2022.
-- Ongoing support of employees with various training programmes
completed and underway.
-- One significant accident in Q3 - the employee received
immediate care, is fully recuperated and has resumed work.
TANZANIA - NYAKAFURU GOLD PROJECT
-- Completed the Phase 1 exploration project on schedule with
the final report nearing completion.
-- Completed several fieldwork programmes including structural
analysis of Voyager and Mentelle and planning of location of drill
holes for the 2nd phase drill programme.
-- Upgraded the Nyakafuru camp and completed the review of the
licences and extensions.
-- Advanced the drill tender process.
* *S * *
For further information visit www.caracalgold.com or contact the
following:
Caracal Gold plc robbie@kilimapesa.com
Robbie McCrae
Clear Capital Markets Ltd
Joint Broker +44 203 897 0981
Keith Swann / Jonathan Critchley +44 203 869 6086
----------------------
VSA Capital Ltd
Financial Adviser and Joint
Broker
Andrew Raca (Corporate Finance) +44 203 005 5000
----------------------
DGWA, the German Institute info@dgwa.org
for Asset and
Equity Allocation and Valuation
European Investor and Corporate
Relations Advisor
Katharina Löckinger
----------------------
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
Note 6 months ended 12 months ended
31 December 31 December
2022 2021
GBP'000 GBP'000
(unaudited) (unaudited)
Continuing operations
Revenue 2,380 4,433
Cost of sales (3,306) (5,630)
--------------- ----------------
Gross loss (926) (1,197)
Administrative expenses (1,905) (3,038)
Share-based payments - (668)
--------------- ----------------
Operating loss before
finance costs (2,831) (4,903)
Finance costs (269) (48)
Other income 4 2
Foreign exchange loss (617) (70)
Reverse acquisition expense - (3,393)
Loss before taxation (3,713) (8,412)
Taxation - -
Loss for the period (3,713) (8,412)
=============== ================
Other comprehensive income
- items that may be reclassified
subsequently to profit
and loss account
Translation of foreign
operations 433 220
Total other comprehensive
loss 433 220
Total comprehensive loss
for the period attributable
to the owners of the Parent
Company (3,280) (8,192)
=============== ================
Loss per share - basic
and diluted (pence) 5 (0.20p) (0.54p)
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
Note As at As at
31 December 30 June
2022 2022
GBP'000 GBP'000
(unaudited) (audited)
Non-Current Assets
Intangible assets 2,392 2,392
Property, plant and equipment 6 6,467 5,689
Total Non-Current Assets 8,859 8,081
Current assets
Inventories 7 773 712
Trade and other receivables 500 826
Cash and cash equivalents 2 80
-------------- ------------
Total Current Assets 1,275 1,618
Total Assets 10,134 9,699
============== ============
Equity and Liabilities
Share capital 1,879 1,879
Share premium 14,246 14,306
Translation reserve 877 444
Reverse acquisition reserve 6,481 6,481
Share-based payment reserve 148 148
Retained earnings (29,034) (25,321)
-------------- ------------
Total Equity (5,403) (2,063)
Non-Current Liabilities
Deferred tax liability 552 552
Provisions and contingent
liabilities 10 2,058 1,989
Loans and borrowings - interest
bearing 9 4,657 167
-------------- ------------
Total Non-Current Liabilities 7,267 2,708
Current Liabilities
Trade and other payables 8 6,489 7,357
Loans and borrowings - interest
bearing 9 1,781 1,697
Total Current Liabilities 8,270 9,054
Total Liabilities 15,537 11,762
Total Equity and Liabilities 10,134 9,699
============== ============
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
Share Share Share-based Reverse Foreign Retained Total
capital premium payment acquisition currency earnings
reserve reserve reserve
GBP'000
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at
31 December
2020 (unaudited) 4,430 - - - 509 (9,773) (4,834)
--------- --------- ------------ ------------- ---------- ---------- ---------
Loss for the
Period - - - - - (8,397) (8,397)
Other comprehensive
income - - - - (7) - (7)
--------- --------- ------------ ------------- ---------- ---------- ---------
Total comprehensive
loss for the
period - - - - (7) (8,397) (8,404)
Transfer to
reverse acquisition
reserve (4,430) - - 4,430 - - -
Recognition
of plc equity
at acquisition
date 132 602 - 8,573 - - 9,307
Issue of shares
for acquisition
of subsidiary 462 4,156 - (4,618) - - -
Issue of shares
for placing
at Admission 670 5,133 - - - - 5,803
Issue of other
shares at Admission
for to settle
loans and creditors 296 2,690 - - - - 2,986
Issue of shares
in settlement
of fees post
Admission 15 136 - - - - 151
Issue of shares
for further
placings post
Admission 64 736 - - - - 800
Share based
payment - - 668 - - - 668
Cost of share
issues - (414) - - - - (414)
--------- --------- ------------ ------------- ---------- ---------- ---------
Total transactions
with owners (2,791) 13,039 668 8,385 - - 19,301
--------- --------- ------------ ------------- ---------- ---------- ---------
Balance at
31 December
2021 (unaudited) 1,639 13,039 668 8,385 502 (18,170) 6,063
Loss for the
Period - - - - - (7,151) (7,171)
Other comprehensive
income - - - - (58) - (58)
--------- --------- ------------ ------------- ---------- ---------- ---------
Total comprehensive
loss for the
period - - - - (58) (7,151) (7,209)
Adjustments
to equity accounts
at year end (36) (1,282) (520) (1,904) - - (3,742)
Further placings 276 2,459 - - - - 2,825
Total transactions
with owners 240 1,267 (520) (1,904) - - (917)
--------- --------- ------------ ------------- ---------- ---------- ---------
Balance at
30 June 2022
(audited) 1,879 14,306 148 6,481 444 (25,321) 2,063
Loss for the
Period - - - - - (3,713) (3,713)
Other comprehensive
income - - - - 433 - 433
--------- --------- ------------ ------------- ---------- ---------- ---------
Total comprehensive
loss for the
period - - - - 433 (3,713) (3,280)
Cost of share
issues in prior
period - (60) - 4,430 - - (60)
Total transactions
with owners - (60) - - - - (60)
--------- --------- ------------ ------------- ---------- ---------- ---------
Balance at
31 December
2022 (unaudited) 1,879 14,246 148 6,481 877 (29,034) (5,403)
--------- --------- ------------ ------------- ---------- ---------- ---------
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT
6 months ended 12 months ended
31 December 31 December
2022 2021
GBP'000 GBP'000
(unaudited) (unaudited)
Cash flows from operating
activities
Operating loss - continuing
operations (3,713) (8,412)
Adjustments for:
Depreciation 258 643
Finance costs (net) 269 46
Shares and warrants issued
to settle expenses relating
to the reverse acquisition
and in lieu of cash settlement
to creditors - 3,136
Foreign exchange movement 433 70
Share-based payment - incentives - 669
Reverse acquisition share base
payment expense - 3,393
--------------- ----------------
Operating cash flow before
working capital movements (2,753) (455)
Decrease/(increase) in trade
and other receivables 326 (1,628)
(Increase)/decrease in trade
and other payables 1,475 (2,522)
(Increase) in inventories (61) (653)
--------------- ----------------
Net cash flows from operating
activities (1,013) (5,258)
Net cash flows from investing
activities
Cash acquired on acquisition - 96
Payments for intangibles assets
acquired in prior period (343) -
Expenditure of exploration,
development and production
assets (592) (642)
Net cash flows from investing
activities (935) (546)
Net cash flows from financing
activities
Repayments on external loans - (325)
Proceeds from convertible loan
notes 2,000 -
Payment of lease liabilities (69) -
Interest paid on loan notes - (46)
Proceeds from issue of share
capital - 6,053
Cost of share issues (60) (18)
Net cash flows from financing
activities 1,870 5,664
Net decrease in cash and cash
equivalents (78) (140)
Cash and cash equivalents at
the beginning of the period 80 121
Effect of exchange rates on
cash - 54
Cash and cash equivalents
at the end of the period 2 35
=============== ================
1. General Information
Caracal Gold Plc ('the Company' or 'CGP') is a public limited
company with its shares traded on the Main Market of the London
Stock Exchange. The address of the registered office is 27-28
Eastcastle Street, London, W1W 8DN. The Company was incorporated
and registered in England and Wales on 19 October 2015 as a private
limited company and re-registered on 24 June 2016 as a public
limited company. It changed its name on to Caracal Gold Plc on 13
August 2021. The Company's registered number is 09829720.
The principal activity of the Company and its subsidiaries (the
"Group") is the exploration, development and mining of gold in
Kenya and Tanzania and the development of further projects to
expand its operations within this industry.
These interim condensed consolidated financial statements were
approved for issue by the Board of directors on 31 March 2023.
The Company's auditors have not reviewed these interim condensed
consolidated financial statements.
2. Basis of preparation
This condensed consolidated interim financial report for the
interim period ended 31 December 2022 has been prepared in
accordance with the UK-adopted International Accounting Standard
34, 'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
This interim financial report does not include all the notes of
the type normally included in an annual financial report.
Accordingly, this report should be read in conjunction with the
financial statements for the year ended 30 June 2022, which has
been prepared in accordance with both "International Accounting
Standards in conformity with the requirements of the Companies Act
2006" and "International Financial Reporting Standards adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the
European Union" and any public announcements made by Caracal Gold
Plc during the interim reporting period.
The interim financial statements present the results for the
Group for the 6 months ended 31 December 2022. The profit and loss
and cashflow comparative periods are for the period from 1 January
to 31 December 2021 and the balance sheet is for the period ended
30 June 2022.
No taxation charge has arisen for the period and the Directors
have not declared an interim dividend.
Copies of the interim report can be found on the Company's
website at www.caracalgold.com
The financial information has been prepared under the historical
cost convention, as modified by the accounting standard for
financial instruments at fair value.
The business is not considered to be seasonal in nature.
The accounting policies applied by the Group in these interim
condensed consolidated financial statements are the same as those
applied by the Group in its audited financial statements for the
period ended 30 June 2022. There were no new or amended accounting
standards adopted or introduced that required the Group to change
its accounting policies. The directors also considered the impact
of standards issued but not yet applied by the Group and do not
consider that there will be a material impact of transition on the
financial statements.
Going concern
The interim condensed consolidated financial statements have
been prepared on a going concern basis. The Group's assets are not
currently generating substantial revenues and therefore an
operating loss has been reported. Despite a stronger operational
performance forecast, an operating loss is still likely in the 12
months subsequent to the date of these financial statements. As a
result the Group will still likely need to raise funding to provide
additional working capital within the next 12 months. The ability
of the Group to meet its projected expenditure is dependent on both
operational performance, further equity injections and / or the
raising of cash through bank loans or other debt instruments. These
conditions necessarily indicate that a material uncertainty exists
that may cast significant doubt over the Group's ability to
continue as a going concern and therefore their ability to realise
their assets and discharge their liabilities in the normal course
of business. Whilst acknowledging this material uncertainty, the
directors remain confident the project will perform and they will
be able to raise additional finance and therefore, the directors
consider it appropriate to prepare the interim condensed
consolidated financial statements on a going concern basis. The
interim condensed consolidated financial statements do not include
the adjustments that would result if the Group were unable to
continue as a going concern.
3. Critical Estimate and Judgements
The preparation of interim financial statements 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 might differ from these estimates.
In preparing these condensed interim financial statements, the
significant judgements made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty
were the same as those that applied to the financial statements of
Caracal Gold Plc for the year ended 30 June 2022.
4. Segment Reporting
For the purpose of IFRS 8, the Chief Operating Decision Maker
"CODM" takes the form of the board of directors. The directors are
of the opinion that the business of the Group focused on two
reportable segments as follows:
-- Head office, corporate and administrative, including parent
company activities of raising finance and seeking new investment
opportunities, all based in the UK and
-- Gold mining operations, all based in Kenya.
The geographical information is the same as the operational
segmental information shown below.
United
Interim period ending Kingdom Kenya Tanzania
31 December 2022 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- --------- --------- --------- ----------
Revenue - 2,380 - 2,380
Cost of sales - (3,306) - (3,306)
--------- --------- --------- ----------
Gross Profit - (926) - (926)
Operating expenses (889) (955) (61) (1,905)
--------- --------- --------- ----------
Operating Loss (889) (1,881) (61) (2,831)
Other income - 4 - 4
Finance and similar
charges (238) (32) - (269)
Foreign exchange - (615) (2) (617)
--------- --------- --------- ----------
Loss before and after
tax (1,127) (2,524) (63) (3,713)
========= ========= ========= ==========
Net Assets
Assets: 1,581 6,156 2,397 10,134
Liabilities (12,223) (2,749) (564) (15,537)
---------
Net assets / (liabilities) 1,637 3,407 1,832 (5,402)
========= ========= ========= ==========
United
Interim period ending 31 Kingdom Kenya
December 2021 GBP'000 GBP'000 GBP'000
------------------------------ --------- --------- ----------
Revenue - 4,433 4,433
Cost of sales - (5,630) (5,630)
--------- --------- ----------
Gross Profit - (1,197) (1,197)
Operating expenses (1,723) (1,314) (3,037)
--------- --------- ----------
Operating Loss (1,723) (2,511) (4,234)
Share-based payment (669) - (669)
Finance and similar charges - (116) (116)
Reverse acquisition expenses (3,393) - (3,393)
--------- --------- ----------
Loss before and after tax (5,785) (2,627) (8,412)
========= ========= ==========
Net Assets
Assets: 1,724 5,824 7,548
Liabilities (87) (1,398) (1,485)
Net assets / (liabilities) 1,637 4,426 6,063
========= ========= ==========
5. Earnings per share (EPS)
Basic and diluted loss per share is calculated by dividing the
earnings attributable to ordinary shareholders by the weighted
average number of ordinary shares outstanding during the
period.
6 months ended 12 months
31 December ended 31 December
2022 2021
GBP'000 GBP'000
(unaudited) (unaudited)
Loss for the period (3,713) (8,412)
Weighted average number of
shares in issue 1,878,978,592 1,563,406,228
Basic and Diluted earnings
per share (0.20p) (0.54p)
There is no difference between the diluted loss per share and
the basic loss per share presented. Share options, convertible loan
notes, deferred share consideration and warrants could potentially
dilute basic earnings per share in the future but were not included
in the calculation of diluted earnings per share as they are
anti-dilutive for the period presented.
6. Property, Plant and Equipment
Land Land Buildings Mining Plant Field Production Office Total
Leased Assets and Vehicles Vehicles Equipment
Equipment (Leased) and Other
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
Balance as
at 30 June
2022 (audited) 243 100 122 3,302 4,070 96 304 39 8,276
Acquisitions - - 119 455 73 569 - 1 1,217
FX effect (7) (4) (9) (87) (123) (28) (10) (3) (272)
------------------- ------------------- --------------------- ------------------- --------------------- -------------------- ---------------------- --------------------- -------------------
Balance as
at 31 December
2022
(unaudited) 236 96 232 3,670 4,020 637 294 36 9,222
------------------- ------------------- --------------------- ------------------- --------------------- -------------------- ---------------------- --------------------- -------------------
Accumulated
Depreciation
Balance as
at 30 June
2022 (audited) - 22 46 225 1,994 - 287 13 2,587
Depreciation
charge - 3 3 25 206 16 2 2 258
FX effect - (1) (2) (7) (72) (1) (9) 2 (89)
Balance as
at 31 December
2022
(unaudited) - 24 47 243 2,129 15 280 16 2,755
------------------- ------------------- --------------------- ------------------- --------------------- -------------------- ---------------------- --------------------- -------------------
Carrying
value
Balance as
at 30 June
2022 (audited) 243 78 76 3,077 2,076 96 17 26 5,689
------------------- ------------------- --------------------- ------------------- --------------------- -------------------- ---------------------- --------------------- -------------------
Balance as
at 31 December
2022
(unaudited) 236 72 184 3,427 1,892 622 15 20 6,467
------------------- ------------------- --------------------- ------------------- --------------------- -------------------- ---------------------- --------------------- -------------------
7. Inventories
As at As at
31 December 30 June 2022
2022
GBP'000 GBP'000
(unaudited) (audited)
Consumable stores 106 138
Raw materials 291 457
Broken ore 358 -
Precious metal on hand and
in process 18 210
-------------- ---------------
773 712
============== ===============
8. Trade and other payables
As at As at
31 December 30 June 2022
2022
GBP'000 GBP'000
(unaudited) (audited)
Trade creditors 1,813 541
Other payables and accruals 1,468 3,882
Taxes and social security 281 8
Deferred consideration 1,500 1,500
Contingent consideration due
within one year 1,426 1,426
-------------- ---------------
6,489 7,357
============== ===============
Other payables include an amount of GBP482,000 (30 June 2022
GBP825,000) due to the owners of Tyacks for the completion of this
acquisition. An amount of GBP2m owed to Orca Capital at 30 June
2022 has been reclassified in the current period from other
payables and accruals into Amounts Due After More than One Year as
it relates to a Convertible Loan Note issued in the prior
period.
9. Loans and Borrowings - Interest Bearing
On 15 March 2022, the Company entered into a Convertible Loan
Note Instrument with ORCA Capital GmbH ("ORCA"), a company
incorporated and registered in Germany, for GBP2 million at an
interest rate of 8% per annum. The conversion price being agreed as
GBP0.06 per Ordinary share, save that where the price per ordinary
share falls below GBP0.06, the conversion price shall be 90% of the
10-day VWAP of an ordinary share. 266 million warrants were also
issued to ORCA, at an exercise price of GBP0.0085 and are
exercisable for 2 years from the date of grant. The balance of
GBP2m has been reclassified from 'trade and other payables' in the
prior period to 'loan and borrowings - interest bearing' in the
current period.
On 22 June 2022, the Company entered into a debt finance
arrangement for a total value of $1,500,000 with Mill End Ltd.
Post the 150 days Mill End has the right to convert into new
ordinary shares at 80% of the VWAP of the Caracal ordinary shares
on the business day prior to the conversion request. Mill End has
been granted warrants to subscribe for ordinary shares, exercisable
for three years from the date of signature, at an exercise price of
0.8 pence. The number of shares will be calculated by dividing
$500,000, converted into pounds sterling at a rate agreed between
the parties or the spot exchange rate, by 0.8 pence.
These funds were due to be paid back from the proceeds of
subsequent financings. However, with the long delays and subsequent
withdrawal of OCIM from the previously anticipated financing, it
has been necessary to renegotiate the terms of the Mill End
Financing and to date this negotiation is ongoing.
The balance outstanding under the Mill End facility is GBP1.7m
within Loans and Borrowings - Interest bearing, under Current
Liabilities.
On 18 July 2022, the Company entered into a Convertible Loan
Note Instrument with Koenig Vermoegensvermaltungsgesellschaft MBH
("Koenig"), a company incorporated and registered in Germany, for
GBP2 million at an interest rate of 8% per annum. The conversion
price being agreed as GBP0.06 per Ordinary share, save that where
the price per ordinary share falls below GBP0.06, the conversion
price shall be 90% of the 10 day VWAP price of an ordinary share.
266m warrants were also issued to Koenig, at an exercise price of
GBP0.0085 and are exercisable for 2 years from the date of
grant.
These have been presented in the Balance Sheet at their face
value (including interest payable) as the fair value is not
considered to be materially different from their carrying value
since the borrowings are of a short term nature. The warrants
attached to these CLNs have not had a fair value attached to them
as at the date of these interim accounts.
10. Provisions and contingent liabilities
As at As at
31 December 30 June 2022
2022
GBP'000 GBP'000
(unaudited) (audited)
Provision for rehabilitation
and environmental provision 1,402 1,370
Contingent consideration 656 619
2,058 1,989
============== ===============
11. Warrants
The movement in warrants during the period was as follows:
Number of Exercise Expiry Date
warrants Price
As at 30 June 2022 633,296,641 0.8p -2.5p 31/12/22-20/06/25
Expired in the period (370,669,263)
Issued in the period in
relation to the ORCA CLN
(as adjusted) 56,140,351 0.85p 22/3/24
Issued in the period in
relation to the Koenig
CLN 266,666,667 0.85p 18/07/24
-------------- -----------
585,434,396 0.8-0.85p
-------------- -----------
The weighted average exercise price of the outstanding warrants
at period end is 0.84p and the average life is 1.7 years.
12. Post balance sheet events
On 16 February 2023, the Company announced the raising of US$1
million via the issue of secured Convertible Loan Notes ('the Loan
Notes') to Orca Capital GmbH ('the Subscriber') and the proceeds
have been drawn down.
US$1 million of the CLNs has been drawn down. The Subscriber has
the right, but not the obligation, to subscribe for up to a further
US$4 million of Loan Notes which will be conditional upon the
approval of a prospectus by the Financial Conduct Authority ("FCA")
and subsequent ability and authority of the Company to issue shares
and must take place before the long stop date, being 30 June
2023.
13. Statement of directors' responsibilities
The Directors confirm that the condensed interim financial
information has been prepared in accordance with International
Accounting Standard 34, 'Interim Financial Reporting', as adopted
by the European Union and that the Interim Report includes a fair
review of the information required by DTR 4.2.7R and DTR 4.2.8R,
namely: an indication of important events that have occurred during
the first twelve months and their impact on the condensed interim
financial information, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and material related-party transactions in the first twelve months
and any material changes in the related-party transactions
described in the last Annual Report.
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END
IR WPUBPWUPWGWG
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March 31, 2023 09:32 ET (13:32 GMT)
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