Katoro Gold Plc
(Incorporated in England and Wales)
(Registration Number: 9306219
Share code on the AIM: KAT
ISIN: GB00BSNBL022
("Katoro" or "the Company")
Unaudited Interim results for the six months ended 30 June 2020
Dated 22 September 2020
Katoro Gold PLC ('Katoro' or the 'Company') (AIM: KAT), the AIM listed gold and nickel exploration and development company, is pleased to announce its unaudited results for the six months ended 30 June 2020. The interim results will also shortly be available on the Company's website: https://www.katorogold.com/
Overview
· Entered into a binding conditional agreement to participate in a strategic gold production opportunity in South Africa, focused on the reprocessing of an existing 1.34 million ounce of gold JORC compliant tailings resource
· R eaching a final agreement with Lake Victoria Gold Limited ("LVG") for the disposal of Reef Miners Limited for a total staged cash consideration of up to US$1.0 million and a 1.5% Net Smelter Royalty
· Post period end:
o raised £1.1m (gross) through an oversubscribed placing to new and existing shareholders to finance the continued development of the Company's project portfolio
o exercise of option by Power Metal Resources plc to increase its ownership interest from 25% to 35% in the Haneti Nickel Project in Tanzania through the payment of £25,000
This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014.
For further information please visit www.katorogold.com or contact:
Louis Coetzee |
Katoro Gold plc |
Executive Chairman |
|
Bhavesh Patel Andrew Thomson |
RFC Ambrian Limited |
Nominated Adviser |
+44 20 3440 6800 |
Nick Emerson Sam Lomanto |
SI Capital Ltd |
Broker |
+44 (0) 1483 413 500 |
Isabel de Salis Beth Melluish |
St Brides Partners Ltd |
Investor and Media Relations Adviser |
+44 (0) 20 7236 1177 |
Chairman's Statement
Significant progress has been made by the Company in a year that presented a whole new series of challenges to people and businesses alike with the world-wide COVID-19 pandemic. As Chairman I would like to thank Katoro's Directors, Management team and shareholders for their patience shown during this difficult time.
Despite the challenges presented by COVID-19, the Company has advanced the Haneti Polymetallic Project in Tanzania to a drill ready status with several high priority targets. Furthermore, the Company entered into a 50/50 joint venture agreement for the near term producing Blyvoor Gold Tailings Project in South Africa. On a corporate level the Company disposed of Imweru for a total staged consideration of US$1.0 million and a 1.5% Net Smelter Royalty on all future gold production from Imweru.
The Haneti Project is a large-scale Polymetallic project covering an area of approximately 5,000 sq. km, where the principle target zone is an 80km long ultra-mafic belt with grades from surface sampling of up to 13.6% nickel and 2.33g/t combined PGM's.
During this reporting period, Katoro developed plans to implement a drill programme at Haneti, focused on nickel sulphide and PGM targets at Mihanza Hill and Mwaka Hill, the two priority targets. In parallel to this activity, Katoro received approaches with a view to earn-in, joint venture or other similar structures in respect of the project, with a primary focus on the nickel sulphide potential. Discussions with our joint venture partner Power Metal Resources (LON:POW) continue with regard these approaches.
In early 2020 the Company entered into a strategic gold production opportunity in South Africa, focused on the reprocessing of an existing 1.34 million ounce of gold JORC compliant tailings resource. Katoro entered into a binding conditional agreement to form a 50/50 unincorporated joint venture to advance the project to near term production. During the period, Katoro and its joint venture partners made tremendous progress in advancing the project including the appointment of Graham Briggs as JV Manager, delivering exceptional improved economics via a new scoping study and attracting a significant number of expressions of interest to finance the project. With the high level of finance interest shown, Katoro and its joint venture partners worked diligently to assess each of the expressions of interest shown.
Post reporting period, the Company has continued to make significant progress on all aspects of the business. The company raised £1.1M in an oversubscribed placing which has put the company in a solid financial footing for the foreseeable future. With a pending drill programme at Haneti and Blyvoor advancing rapidly to financial close, the remainder of 2020 is looking to be a news rich period for all shareholders.
Louis Coetzee
Executive Chairman
Unaudited Interim Results for the six months ended 30 June 2020
Unaudited condensed consolidated interim Statement of Comprehensive Income
For the six months ended 30 June 2020
|
|
6 months to |
6 months to |
12 months to |
|
Note |
30 June |
30 June |
31 December |
|
|
2020 |
2019 |
2019 |
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
£ |
£ |
£ |
|
|
|
|
|
Revenue |
|
- |
- |
- |
Cost of sales |
|
- |
- |
- |
Gross Profit |
|
- |
- |
- |
Administrative expenses |
|
(432,928) |
(387,452) |
(605,817) |
Profit from disposal of subsidiary |
|
815,691 |
- |
- |
Foreign exchanges gain/(loss) |
|
(293) |
1,245 |
1,649 |
Exploration expenditure |
|
(26) |
(46,974) |
(102,152) |
Finance costs |
|
(17,701) |
- |
- |
Operating profit/loss |
|
364,743 |
(433,181) |
(706,320) |
Investment and Other Income |
|
- |
- |
37,661 |
Profit/(loss) before Tax |
|
364,743 |
(433,181) |
(668,659) |
Tax |
|
- |
- |
- |
Profit/(loss) for the period |
|
364,743 |
(433,181) |
(668,659) |
|
|
|
|
|
Other comprehensive Income/(loss): |
|
|
|
|
Exchange differences on translating of foreign operations |
|
(7,789) |
1,746 |
4,582 |
Total Comprehensive Income/(loss) |
|
356,954 |
(431,435) |
(664,077) |
Profit/(loss) for the period
Attributable to non-controlling interest |
|
364,743 364,743 - |
(433,181) (433,181) - |
(668,659) (661,902) (6,757) |
|
|
|
|
|
Total comprehensive Income/(loss) Attributable to owners of the parent Attributable to non-controlling interest |
|
356,954 356,954 - |
(431,435) (431,435) - |
(664,077) (658,465) (5,612) |
|
|
|
|
|
Earnings/(loss) Profit per share |
|
|
|
|
Basic and diluted Earnings/(loss) per share (pence) |
3 |
0.17 |
(0.28) |
(0.39) |
|
|
|
|
|
|
|
|
|
|
Unaudited condensed consolidated interim Statement of Financial Position
As at 30 June 2020
|
|
As at |
As at |
As at |
|
|
30 June |
30 June |
31 December |
|
Note |
2020 |
2019 |
2019 |
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
£ |
£ |
£ |
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Intangible assets |
|
209,500 |
209,500 |
209,500 |
Other financial assets |
11 |
405,700 |
- |
- |
Investments |
|
37,661 |
- |
37,661 |
|
|
652,861 |
209,500 |
247,161 |
|
|
|
|
|
Current assets |
|
|
|
|
Cash and cash equivalents |
|
61,769 |
179,896 |
27,972 |
Other receivables |
|
13,020 |
- |
13,017 |
Other financial assets |
11 |
1,159,200 |
- |
- |
Assets classified as held for sale |
|
- |
- |
6,966 |
Total current assets |
|
1,233,989 |
179,896 |
47,955 |
|
|
|
|
|
Total Assets |
|
1,886,850 |
389,396 |
295,116 |
|
|
|
|
|
Equity |
|
|
|
|
Called up share capital |
5 |
2,503,650 |
1,679,625 |
1,795,555 |
Share premium |
|
2,505,634 |
2,211,950 |
2,216,729 |
Capital contribution reserve |
|
10,528 |
10,528 |
10,528 |
Translation reserve |
|
(459,039) |
(454,086) |
(451,250) |
Merger reserve |
|
1,271,715 |
1,271,715 |
1,271,715 |
Warrant and share-based payment reserve |
|
141,055 |
182,728 |
105,467 |
Retained deficit |
|
(4,439,559) |
(4,576,189) |
(4,804,302) |
Reserves attributable to owners |
|
1,533,984 |
326,271 |
144,442 |
Minority interest |
|
33,272 |
40,637 |
33,272 |
Total Equity |
|
1,567,256 |
366,908 |
177,714 |
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
2 |
236,704 |
22,488 |
106,145 |
Other financial liabilities |
|
82,890 |
- |
11,257 |
Total current liabilities |
|
319,594 |
22,488 |
117,402 |
|
|
|
|
|
Total Equity and Liabilities |
|
1,886,850 |
389,396 |
295,116 |
|
|
|
|
|
Unaudited Condensed Consolidated Statement of Changes in Equity
|
Share Capital |
Share Premium |
Warrant reserve and share based payment reserve |
Merger Reserve |
Capital Contribution Reserve |
Foreign currency translation reserve |
Retained deficit |
Minority interest |
Total |
|
£ |
£ |
£ |
£ |
£ |
|
|
|
£ |
Balance at 31 December 2019 (audited) |
1,795,555 |
2,216,729 |
105,467 |
1,271,715 |
10,528 |
(451,250) |
(4,804,302) |
33,272 |
177,714 |
Loss for the period |
- |
- |
- |
- |
- |
- |
364,743 |
- |
364,743 |
Other comprehensive loss - exchange differences |
- |
- |
- |
- |
- |
(7,789) |
- |
- |
(7,789) |
Proceeds of share issue of share capital |
708,095 |
288,905 |
- |
- |
- |
- |
- |
- |
997,000 |
Issue of share options and share warrants |
- |
- |
35,588 |
- |
- |
- |
- |
- |
35,588 |
Balance as at 30 June 2020 (unaudited) |
2,503,650 |
2,505,634 |
141,055 |
1,271,715 |
10,528 |
(459,039) |
(4,439,559) |
33,272 |
1,567,256 |
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2019 (audited) |
1,494,478 |
2,186,406 |
41,808 |
1,271,715 |
10,528 |
(455,832) |
(4,102,371) |
- |
446,732 |
Loss for the period |
- |
- |
- |
- |
- |
- |
(433,181) |
- |
(433,181) |
Other comprehensive income - exchange differences |
- |
- |
- |
- |
- |
1,747 |
- |
- |
1,747 |
Proceeds of share issue of share capital |
185,147 |
25,544 |
- |
- |
- |
- |
- |
- |
210,691 |
Issue of share options and share warrants |
- |
- |
140,920 |
- |
- |
- |
- |
- |
140,920 |
Sale of interest in a subsidiary |
- |
- |
- |
- |
- |
- |
(40,637) |
40,637 |
- |
Balance at 30 June 2019 (unaudited) |
1,679,625 |
2,211,950 |
182,728 |
1,271,715 |
10,528 |
(454,085) |
(4,576,189) |
40,637 |
366,909 |
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2019 (audited) |
1,494,478 |
2,186,406 |
41,808 |
1,271,715 |
10,528 |
(455,832) |
(4,102,371) |
- |
446,732 |
Loss for the period |
- |
- |
- |
- |
- |
- |
(661,902) |
(6,757) |
(668,659) |
Other comprehensive loss - exchange differences |
- |
- |
- |
- |
- |
4,582 |
- |
- |
4,582 |
Issue of share capital |
301,077 |
30,323 |
- |
- |
- |
- |
- |
- |
331,400 |
Issue of share warrants and options |
- |
- |
63,659 |
- |
- |
- |
- |
- |
63,659 |
Disposal of interest in subsidiary without losing control |
|
|
|
|
|
|
(40,029) |
40,029 |
- |
Balance at 31 December 2019 (audited) |
1,795,555 |
2,216,729 |
105,467 |
1,271,715 |
10,528 |
(451,250) |
(4,804,302) |
33,272 |
177,714 |
Unaudited condensed consolidated interim statement of cash flow
For the six months ended 30 June 2020
|
6 months to |
6 months to |
12 months to |
|
30 June |
30 June |
31 December |
|
2020 |
2019 |
2019 |
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
£ |
£ |
£ |
|
|
|
|
Profit/(loss) for the period before taxation |
364,743 |
(433,181) |
(668,659) |
Adjusted for: |
|
|
|
Foreign exchange (gain)/ loss |
(7,789) |
1,747 |
1,649 |
Costs settled in shares |
- |
110,691 |
91,597 |
Warrants issued for facilitation fees |
35,588 |
71,230 |
- |
Share based payment transactions |
- |
69,689 |
103,461 |
Profit on disposal of subsidiaries |
(815,691) |
- |
- |
Investment obtained for no consideration |
- |
- |
(37,661) |
Operating income before working capital changes |
(423,149) |
(179,824) |
(509,613) |
Decrease/ (Increase) in trade and other receivables |
85 |
- |
(58,097) |
(Decrease)/ Increase in trade and other payables |
130,561 |
(153,011) |
(13,017) |
Net cash outflows from operating activities |
(292,503) |
(332,835) |
(580,727) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Issue of shares (net of share issue costs) |
287,000 |
100,000 |
202,934 |
Borrowings raised |
792,800 |
- |
- |
Net cash proceeds from financing activities |
1,079,800 |
100,000 |
202,934 |
|
|
|
|
Cash forfeited on disposal of subsidiary |
(6,966) |
|
|
Cash advanced to Joint Venture |
(753,500) |
- |
- |
Net cash outflow from investing activities |
(760,466) |
- |
- |
|
|
|
|
Net increase in cash and cash equivalents |
26,831 |
(232,835) |
(377,793) |
Cash and cash equivalents at beginning of period |
34,938 |
412,731 |
412,731 |
Exchange fluctuation |
- |
- |
- |
Cash and Cash equivalents at End of Period |
61,769 |
179,896 |
34,938 |
Notes to the unaudited condensed consolidated interim financial statements
For the six months ended 30 June 2020
Note 1 General information
Katoro Gold PLC ("Katoro" or the "Company") is incorporated in England & Wales as a public limited company. The Company's registered office is located at 60 Gracechurch Street, London EC3V OHR.
The principal activity of Katoro, through its subsidiaries (together the 'Group'), is to carry out evaluation and exploration studies within a licenced portfolio area with a view to generating commercially viable Mineral Resources, namely gold and nickel mines. In Haneti, the Group has one nickel mining project, which has mineral exploration licences currently held by Eagle Exploration Ltd.
The condensed interim consolidated financial statements do not represent statutory accounts within the meaning of section 435 of the Companies Act 2016.
The condensed interim financial information is unaudited and has been prepared on the basis of the accounting policies as set out in the audited financial statements for the period ended 31 December 2019.
Accounting policies applied are consistent with those of the previous financial period.
The seasonality or cyclicality of operations does not impact on the interim financial statements.
Going concern
The Company currently generates no revenue and had net assets of £1,567,256 as at 30 June 2020.
After reviewing the Group's financial projections, the directors of the Company (the "Directors") have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. For this reason, they adopted the going concern basis in preparing the Group Financial Information. This expectation is based on the £1.1 million oversubscribed placing raised during July 2020.
Note 2 Trade and other payables
|
| 30 June 2020 | 30 June 2019 | 31 Dec 2019 |
|
| £ | £ | £ |
|
|
|
|
|
| Trade payables | 130,390 | 18,147 | 13,619 |
| Cash received on unlisted placing | 45,000 | - | - |
| Accruals | 68,280 | 4,341 | 92,526 |
|
| 243,670 | 22,488 | 106,145 |
Note 3 Earnings per share
The calculation of loss per share is based on the following loss and number of shares:
|
| 30 June 2020 | 30 June 2019 | 31 Dec 2019 |
|
| £ | £ | £ |
|
|
|
|
|
| Profit/(loss) for the period from continuing operations | 364,743 | (433,181) | (661,902) |
|
|
|
|
|
| Weighted Average basic and diluted number of shares | 214,713,873 | 154,307,631 | 168,054,153 |
|
|
|
|
|
| Basic and diluted Earnings/(loss) per share (pence) | 0.17 | (0.28) | (0.39) |
The Group presents basic and diluted EPS data on the basis that the current structure has always been in place. Therefore the number of Katoro shares in issue as at the period end has been used in the calculation. Basic Earnings/loss per share is calculated by dividing the Profit/loss for the period from continuing operations of the Group by the weighted average number of shares in issue during the period.
Katoro has no dilutive instruments in existence.
Note 4 Unauditedresults
These condensed consolidated interim financial results have not been audited or reviewed by the Group's auditors.
Note 5 Share Capital
The called-up and fully paid share capital of the Company is as follows:
|
| 30 June 2020 | 30 June 2019 | 31 Dec 2019 |
|
| £ | £ | £ |
|
|
|
|
|
| Allotted, called-up and fully paid: | 2,503,650 | 1,679,625 | 1,795,555 |
A reconciliation of share capital is set out below:
|
| Number of | Allotted, called-up and fully paid |
|
| shares | £ |
|
|
|
|
| As at 1 January 2020 | 179,555,462 | 1,795,555 |
| Shares issued during the period | 70,809,515 | 708,095 |
|
|
|
|
| At 30 June 2020 | 250,364,977 | 2,503,650 |
Note 6 Board of Directors
There were no changes to the board of directors during the interim period, or any other committee's composition.
Note 7 Subsequent events
Cash placing
The Group has raised £1.1m (gross) through a placing and subscription of 73,333,333 new ordinary shares of 1 pence each in the capital of the Company at 1.5 pence per share with new and existing shareholders.
Every two Financing Shares has an attaching warrant to subscribe for a further new Ordinary Share at an exercise price of 3 pence per warrant, with a life to expiry of 3 years from the Financing Shares admission to trading on AIM, creating 36,666,666 new warrants.
Non-controlling interest in Haneti Project
Power Metal Resources plc exercised their option to increase its ownership interest from 25% to 35% in the Haneti Nickel Project in Tanzania through the payment of £25,000.
Share Option plan
The Board has resolved to grant options ("Options") over a total of 17,300,000 new ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") to the Board and Management of the Company. The Options are exercisable at 2.6 pence per Ordinary Share, constituting a c. 10% premium to the Company's recent closing share price on 28 August 2020. The Options have an expiry date of the seventh anniversary from the date of grant of 28 August 2020, with 50% vesting on issue and the remaining 50% vesting in one year.
Note 8 Commitments and contingencies
There are no material contingent assets or liabilities as at 30 June 2020.
Note 9 Segment report
Segmental disclosure per category
| Mining | Corporate | Total |
2019 |
|
|
|
Loss after tax | (172,104) | (261,077) | (433,181) |
Segmental assets | 286,968 | 102,428 | 389,396 |
Segmental liabilities | 5,556 | 16,933 | 22,489 |
|
|
|
|
2020 |
|
|
|
Loss after tax | (516) | 365,259 | 364,743 |
Segmental assets | 218,734 | 1,675,082 | 1,893,816 |
Segmental liabilities | 17,017 | 309,543 | 326,560 |
Segmental disclosure per geographical location
| Tanzania | Cyprus | UK | Total |
2019 |
|
|
|
|
Loss after tax | (55,525) | (116,489) | (261,167) | (433,181) |
Segmental assets | 52,169 | 25,299 | 102,428 | 179,896 |
Segmental liabilities | 4,930 | 626 | 16,933 | 22,489 |
|
|
|
|
|
2020 |
|
|
|
|
Loss after tax | (516) | (138,339) | 503,598 | 364,743 |
Segmental assets | 218,734 | 1,495 | 1,673,587 | 1,893,816 |
Segmental liabilities | 17,017 | 85,776 | 223,767 | 326,560 |
Note 10 Disposal of subsidiary
Katoro Gold PLC sold a 100% interest in Reef Miners Limited, effective from 12 June 2020, for the cash consideration receivable of $1million.
The following financial impact is noted:
| Cash | (6,966) |
| Trade creditors | 11,266 |
| Net liabilities disposed | 4,300 |
| Other financial asset receivable | 811,391 |
| Profit on disposal | 815,691 |
Note 11 Other financial assets
Other financial assets comprise of the following balances as at 30 June 2020:
|
|
Other financial assets - current | £ |
Lake Victoria Gold Limited | 405,700 |
Blyvoor Joint Venture - Loans advanced | 753,500 |
| 1,159,200 |
Other financial assets - non-current |
£ |
Lake Victoria Gold Limited | 405,700 |
| 405,700 |
Terms associated with the receivable from Lake Victoria Gold Limited - US$100,000 upon the satisfaction of the conditions precedent - US$100,000 upon registration of the Sale Shares in the name of LVG - US$100,000 on the date 4 months from the date of the Agreement - US$200,000 on the date 9 months from the date of the Agreement - US$500,000 upon the earlier of the commissioning of the first producing mine of LVG in the United Republic of Tanzania or the date 24 months from the date of the Agreement Terms associated with the receivable from Blyvoor Joint Venture: - Katoro was required to provide a loan facility in aggregate of £790,000 to the joint venture to fund ongoing development work; - theloan facility will bear interest at the 12-month London Inter Bank Offered Rate, or its successor; - the loan facility will be repayable within 12 months after the last third-party creditor participating in the project financing shall have been paid or any earlier date on which the parties may agree. |
|
**ENDS**