Final Results
30 JUNE 2023
CLEAN INVEST AFRICA PLC
("Clean Invest Africa", the “Group” or the "Company")
AUDITED RESULTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS
Principal activity
The Group's primary strategy is to identify investment opportunities and acquisitions in clean energy projects/companies or alternative technologies that are used in a socially and environmentally responsible way on a global basis, with the intention of building a diversified portfolio of assets.
The subsidiaries of the Company, CoalTech Limited ("CoalTech"), a company registered in the United Kingdom with registered number 11368750, and Coal Agglomeration South Africa (Pty) Ltd. ("CASA"), a company registered in South Africa with registered number 2015/439393/07, and CoalTech's subsidiaries Coal Tech LLC, a company registered in the United States of America with registered number 5685936, Coaltech S. à r.l., a company registered in Grand Duchy of Luxembourg with registered number B238812, and associates CoalTech Poland Sp. z o.o., a company registered in the Republic of Poland with registered number 0000719690 and CoalTech Far East Pte. Ltd., a company registered in the Republic of Singapore with registration number 202120135R (collectively referred as "CoalTech Group"), are primarily engaged in agglomerating fines waste (dust particles with a size of 1mm and below) into pellets through the commercialisation of the Group's proprietary binding technology. The business is now focusing on pelletising coal and ilmenite, but the Company has also carried out successful tests on other minerals such as phosphate, chrome, and manganese which are providing significant business opportunities.
Review of business and future developments
The Group's subsidiary in South Africa, CASA, has already generated revenues during 2021 and in early 2022 by pelletising ilmenite fines at the Bulpan Plant for a 10,000 tons trial project with a leading mining company in South Africa. This project has led to the submission of a proposal for the development of a dedicated pelletising plant for the Client which is currently under negotiation. Currently, there is continuous testing happening at site, preparing for the start of pellets production which will be sold in a 15kgs bag under the CASA trademark, Chisa’Mina. The project is expected to start in September 2023 with an output of 4,000 tons per month at full production and is expected to have a significant positive impact on the profitability and the cash flow of the business.
CoalTech, together with its Italian partner, ISS International S.P.A. (“ISS”), will commence a Research and Development Project in Italy supported by the Italian Government and with budget allocation of approximately €8,000,000 which is a combination of grant and low interest loan. Further, CoalTech will provide consulting services, know-how and expertise on coal fines pelletising technology, and assist and support ISS in the realisation of a mobile pelletising unit with a proposed capacity of 1,000 tons per month that will become the valuable asset in marketing and commercialising the technology around the world.
The Directors are pleased to report that on 8 January 2023, the Company has successfully raised additional funds of £40,000 to support the continuing growth of the Group. A total of 8,000,000 ordinary shares of 0.25p nominal value each have been subscribed by an investor at 0.5p per share. For every two Subscribe Share issued, one warrant was granted equivalent to 4,000,000 warrants, exercisable at 1.5p, valid for a period of three (3) years from the date of admission of the Subscribed Shares to the AQSE Growth Market. Further, should the Subscriber exercise the 1.5p warrants in full, the Company shall grant the Subscriber a further one warrant or equivalent to 4,000,000 warrants, exercisable at 3p per share, for every two Subscribed Shares, valid for three years from the date of grant. On 12 April 2023, the Company successfully raised an additional £50,000. A total of 10,000,000 ordinary shares of 0.25p nominal value each have been subscribed by an investor at 0.5p per share. For every two Subscribed Share issued, one warrant was granted equivalent to 5,000,000 warrants, exercisable at 1.5p, valid for a period of three (3) years from the date of admission of the Subscribed Shares to the AQSE Growth Market. Further, should the Subscriber exercise the 1.5p warrants in full, the Company shall grant the Subscriber a further one warrant or equivalent to 5,000,000 warrants, exercisable at 3p per share, for every two Subscribed Shares, valid for three years from the date of grant.
Furthermore, to support the continuing growth of the Group, on 23 May 2023, the Company issued an unsecured Convertible Loan Note with a nominal amount of £1 each note or amounting to £60,300 at 10 per cent per annum interest and final redemption date of 6 months from the date of issuance with option to extend for an additional 6 months. And on 31 May 2023, the Company issued an unsecured Convertible Loan Note with a nominal amount of £1 each note or amounting to £200,000 at 10.50 per cent per annum interest and final redemption date of 12 months from the date of issuance.
The financial results of the Group for the year ended 31 December 2022 show a loss after taxation of £163,318 (2021: £1,157,655) while the Company's financial results for the year ended show a loss after taxation of £306,133 (2021: £298,061).
The outbreak of the Corona Virus (COVID-19) in early 2020, and the ongoing effects of the virus, have had a negative effect on the development and, possibly, finalization of the various initiatives which were reported during 2021 due to the various emergency measures implemented by each country. In particular, COVID-19 pandemic has impacted the Group's progress on advanced business opportunities in different geographies such as India, USA, Australia, Colombia, Poland, as well as obviously, South Africa where the Group’s subsidiary, CASA, is operating. The discussions have only resumed in the middle of 2022. Further to the business opportunity in Italy, on 23 March 2023, the Group has successfully received the final approval of the application for a Research and Development grant which includes the construction of movable plant capable of producing 1,000 tons per month. For the operation of the Group’s subsidiary, CASA, mainly taking place at the Bulpan facility in Mpumalanga, South Africa, the Directors are pleased that CASA has made excellent progress during 2022 on various test work programs and commercial production projects that had been previously planned. On 8 June 2023, CASA has signed a Consignment Agreement granting the right to the consignor to display and sell Chisa’Mina Coal Pellets.
Outlook
The Directors are pleased with the progress made in this initial period, notwithstanding the challenging recovery from the ’COVID-19 pandemic that slowed down the development of the business, exactly at the time when the company was ready to implement its commercialisation strategy. They look forward to continuing to update shareholders on the progress of the Group and the exciting prospects ahead, some of which are developing reasonably fast. We continue to seek new investment opportunities and will advise shareholders as they come to fruition.
The Directors do not recommend the payment of a dividend for the period to 31 December 2022.
The audit opinion contains the following statement:
“We draw attention to note 2 in the financial statements, which indicates that the group incurred a net loss of £163,318 during the year ended 31 December 2022. The revenue forecasted for the group is not certain and, in the event of a shortfall in terms of timing and quantum, the group will be required to raise additional funds by way of either equity or debt and the receipt of these cannot be guaranteed. As stated in note 2, these events or conditions, along with the other matters as set forth in note 2, indicate that a material uncertainty exists that may cast significant doubt on the group and parent company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.”
The audited annual report is available on the Company’s website https://www.cleaninvestafrica.com/.
The Directors of the Company accept responsibility for the contents of this announcement.
- ENDS -
ENQUIRIES :
Clean Invest Africa plc
Filippo Fantechi (Executive Director) +973 3969 6273
Shaikh Mohamed Abdulla Khalifa AlKhalifa (Non-Executive Chairman) +973 3969 2299
Peterhouse Capital Limited
Corporate Adviser +44 20 7469 0930
Guy Miller/ Mark Anwyl
Clean Invest Africa Plc (Registered number: 10967142)
Consolidated Statement of Profit or Loss
for the year ended 31 December 2022
| 2022 | 2021 | ||
| CONTINUING OPERATIONS | £ | £ | |
| Revenue | 29,760 | 68,602 | |
| Cost of sales | (129,444) | (251,562) | |
| GROSS LOSS | (99,684) | (182,960) | |
| Other operating income | 153,762 | 2,409 | |
| Impairment loss | (5,564) | - | |
| Net foreign exchange revaluation | (144,881) | (92,773) | |
| Administrative expenses | (281,697) | (867,892) | |
| OPERATING LOSS | (378,064) | (1,141,216) | |
| Other gains | 238,997 | - | |
| Finance costs | (24,251) | (16,439) | |
| LOSS BEFORE INCOME TAX | (163,318) | (1,157,655) | |
| Income tax | - | - | |
| LOSS FOR THE YEAR | (163,318) | (1,157,655) | |
| Loss attributable to: Owners of the parent |
(163,318) | (1,157,655) | |
| Basic earnings per share expressed in pence per share: |
(0.01) | (0.10) | |
Clean Invest Africa Plc (Registered number: 10967142)
Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the year ended 31 December 2022
2022 2021
£ £
LOSS FOR THE YEAR (163,318) (1,157,655)
OTHER COMPREHENSIVE INCOME
Items that may be reclassified to profit or loss
Currency translation differences (214,291) 64,358
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (377,609) |
(1,093,297) |
||||
Total comprehensive income attributable to:
Owners of the parent (377,609) (1,093,297)
Clean Invest Africa Plc (Registered number: 10967142)
Consolidated Statement of Financial Position
31 December 2022
2022 2021
£ £
ASSETS
NON-CURRENT ASSETS
Right-of-use assets 122,552 25,230
Property, plant and equipment 394,113 409,498
Investments 11,653 11,653
528,318 446,381
CURRENT ASSETS
Inventories - 7,120
Trade and other receivables 3,983,439 3,575,497
Cash and cash equivalents 80,222 31,253
4,063,661 3,613,870
TOTAL ASSETS 4,591,979 4,060,251
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 4,534,658 3,000,526
Share premium 28,579,597 24,990,187
Shares to be issued 332,294 332,294
Convertible loans 746,658 215,000
Share based payment reserve 3,243,556 3,243,556
Currency translation reserve 24,656 238,947
Reserve takeover reserve (23,050,570) (23,050,570)
Accumulated losses (12,733,170) (12,569,852)
TOTAL EQUITY 1,677,679 (3,599,912)
LIABILITIES
NON-CURRENT LIABILITIES
| Lease liability | 122,292 | 12,765 | |||||
CURRENT LIABILITIES
Trade and other payables 2,783,160 7,630,790
| Lease liability | 8,848 | 16,608 | |||||
2,792,008 7,647,398
TOTAL LIABILITIES 2,914,300 7,660,163
TOTAL EQUITY AND LIABILITIES 4,591,979 4,060,251
The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2023 and were signed on its behalf by:
........................................................................
F Fantechi - Director
Clean Invest Africa Plc (Registered number: 10967142)
Company Statement of Financial Position
31 December 2022
2022 2021
Notes £ £
ASSETS
NON-CURRENT ASSETS
Investments 4,744,225 4,744,225
4,744,225 4,744,225
CURRENT ASSETS
Trade and other receivables 5,417,776 246,292
Cash and cash equivalents 76,227 14,068
5,494,003 260,360
TOTAL ASSETS 10,238,228 5,004,585
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 4,534,658 3,000,526
Share premium 28,579,597 24,990,187
Shares to be issued 332,294 332,294
Convertible loans 746,658 215,000
Share based payment reserve 3,243,556 3,243,556
Accumulated losses (27,497,661) (27,191,528)
TOTAL EQUITY 9,939,102 4,590,035
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 299,126 414,550
TOTAL LIABILITIES 299,126 414,550
TOTAL EQUITY AND LIABILITIES 10,238,228 5,004,585
A separate income statement for the parent company has not been presented, as permitted by section 408 of the Companies Act 2006. The loss for the parent company for the year was £306,133 (2021: loss of £298,061)
The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2023 and were signed on its behalf by:
........................................................................
Mr F Fantechi – Director
Clean Invest Africa Plc (Registered number: 10967142)
Consolidated Statement of Changes in Equity
For the year ended 31 December 2022
| GBP | Share capital |
Share premium |
Shares to be issued | Convertible loans | Share-based payment reserve |
Reverse takeover reserve | Currency Translation reserve |
Accumulated losses |
Total equity |
| 1 January 2021 | 2,949,388 | 24,938,863 | 332,294 | 155,000 | 3,243,556 | (23,050,570) | 174,589 | (11,412,197) | (2,669,077) |
| Loss for the year | - | - | - | - | - | - | - | (1,157,655) | (1,157,655) |
| Other comprehensive income | - | - | - | - | - | - | - | - | - |
| Currency translation reserve | - | - | - | - | - | - | 64,358 | - | 64,358 |
| Total comprehensive income | - | - | - | - | - | - | 64,358 | (1,157,655) | (1,093,297) |
| Interest bearing loans and borrowings during the year |
- | - | - | 60,000 | - | - | - | - | 60,000 |
| Shares issued during the year | 51,138 | 51,324 | - | - | - | - | - | - | 102,462 |
| Total transactions with owners recognised in equity | 51,138 | 51,324 | - | 60,000 | - | - | - | - | 162,462 |
| Balance as at 31 December 2021 |
3,000,526 | 24,990,187 | 332,294 | 215,000 | 3,243,556 | (23,050,570) | 238,947 | (12,569,852) | (3,599,912) |
| Loss for the year | - | - | - | - | - | - | - | (163,318) | (163,318) |
| Other comprehensive income | - | - | - | - | - | - | - | - | - |
| Currency translation reserve | - | - | - | - | - | - | (214,291) | - | (214,291) |
| Total comprehensive income | - | - | - | - | - | - | (214,291) | (163,318) | (377,609) |
| Interest bearing loans and borrowings during the year |
- | - | - | 531,658 | - | - | - | - | 531,658 |
Shares issued during the year |
1,534,132 | 3,589,410 | - | - |
- | - | - | - | 5,123,542 |
| Total transactions with owners recognised in equity | 1,534,132 | 3,589,410 | - | 531,658 | - | - | - | - | 5,655,200 |
| Balance as at 31 December 2022 |
4,534,658 | 28,579,597 | 332,294 | 746,658 | 3,243,556 | (23,050,570) | 24,656 | (12,733,170) | 1,677,679 |
Clean Invest Africa Plc (Registered number: 10967142)
Company Statement of Changes in Equity
For the year ended 31 December 2022
| GBP | Share capital |
Share premium |
Shares to be issued | Convertible loans | Share-based payment reserve | Accumulated losses |
Total equity |
1 January 2021 |
2,949,388 | 24,938,863 | 332,294 | 155,000 | 3,243,556 | (26,893,467) | 4,725,634 |
| Loss for the year | - | - | - | - | - | (298,061) | (298,061) |
| Other comprehensive income | - | - | - | - | - | - | - |
| Total comprehensive income | - | - | - | - | - | (298,061) | (298,061) |
| Interest bearing loans and borrowings | - | - | - | 60,000 | - | - | 60,000 |
| Shares issued by the Company during the year | 51,138 | 51,324 | - | - | - | - | 102,462 |
| Total transactions with owners recognised in equity | 51,138 | 51,324 | - | 60,000 | - | - | 162,462 |
| Balance as at 31 December 2021 |
3,000,526 | 24,990,187 | 332,294 | 215,000 | 3,243,556 | (27,191,528) | 4,590,035 |
| Loss for the year | - | - | - | - | - | (306,133) | (306,133) |
| Other comprehensive income | - | - | - | - | - | - | - |
| Total comprehensive income | - | - | - | - | - | (306,133) | (306,133) |
| Interest bearing loans and borrowings | - | - | - | 531,658 | - | - | 531,658 |
| Shares issued by the Company during the year | 1,534,132 | 3,589,410 | - | - |
- | - | 5,123,542 |
| Total transactions with owners recognised in equity | 1,534,132 | 3,589,410 | - | 531,658 | - | - | 5,655,200 |
| Balance as at 31 December 2022 |
4,534,658 | 28,579,597 | 332,294 | 746,658 | 3,243,556 | (27,497,661) | 9,939,102 |
Clean Invest Africa Plc (Registered number: 10967142)
Consolidated Statement of Cash Flows
for the year ended 31 December 2022
2022 2021
£ £
Cash flows from operating activities
Cash used in operations (282,958) (190,903)
Interest paid (24,251) (17,088)
Exchange gains 14,068 64,802
Net cash from operating activities (293,141) (143,189)
Cash flows from financing activities
Payment of lease liabilities (12,890) (11,031)
Proceeds from issue of shares 355,000 102,462
Funding received from related parties - 69,147
Net cash from financing activities 342,110 160,578
| Increase in cash and cash equivalents | 48,969 | 17,389 | ||||||
| Cash and cash equivalents at beginning of year | 31,253 |
13,864 |
||||||
| Cash and cash equivalents at end of year | 80,222 | 31,253 | |||||
Clean Invest Africa Plc (Registered number: 10967142)
Company Statement of Cash Flows
for the year ended 31 December 2022
2022 2021
£ £
Cash flows from operating activities
Cash used in operations (275,641) (76,083)
Interest paid (17,200) (13,807)
Net cash from operating activities (292,841) (89,890)
Cash flows from financing activities
Share issue 355,000 102,462
Net cash from financing activities 355,000 102,462
| Increase in cash and cash equivalents | 62,159 | 12,572 | ||||||
| Cash and cash equivalents at beginning of year | 14,068 |
1,496 |
||||||
| Cash and cash equivalents at end of year | 76,227 | 14,068 | |||||
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