20 December 2021
Keras Resources plc ('Keras' or the 'Company')
Interim Results
Keras Resources plc (AIM: KRS) today announces its interim results for the six months ended 30 September 2021.
Highlights
Utah - Diamond Creek Phosphate Mine ("Diamond Creek") - one of the highest grade organic phosphate mines in the US, a fully integrated mine to market asset
· Diamond Creek milling plant successfully commissioned in June 2021 producing a range of premium organic phosphate products
· Post commissioning, commercial production commenced at the end of June 2021
· The 2021 mining season was conducted smoothly throughout July to October - stockpiles of 3,000 tons of product are available for on demand sales and a further 5,200 tons of run-of-mine (ROM) ore is available for further processing
· Operations at Diamond Creek are currently on hold as announced on 5 November 2021 but marketing of inventory from that facility continues and sales orders are being shipped to customers
· An 800 tonne (16% of annual target) of #10 mesh rock phosphate order, toll processed by a third party is currently being delivered to a key customer
· Management recently visited the US and discussions to resolve the funding gap are ongoing.
Togo - Nay éga Manganese Project, production ready on receipt of the exploitation permit
· Mr Blaise Gozan appointed as Country Manager in May 2021 to bolster Keras's in-country presence
· Ongoing engagement with the Togolese authorities
Corporate
· Mr Graham Stacey, Keras' Chief Operating Officer appointed to the Board as Executive Director
· Keras Directors purchased further shares in the company post period, increasing management's combined holdings to 23.3%
· Market fundamentals remain strong
Russell Lamming, Keras Resources CEO commented, "We have had our challenges over the past few months as detailed in recent updates but we remain fully committed to Keras and the business going forward. As recently announced, we as a Board of Directors have invested further in the Company so are very much aligned with our shareholder base and are focused on unlocking and realising the value that we see within our assets.
"It has been a challenge that, despite meeting all of our funding obligations, we have thus far not been able to amicably resolve our partner's funding shortfall and that operations at the Spanish Fork processing facility have had to be put on hold as a result. However, we are working diligently to resolve this issue, marketing efforts are ongoing and the Diamond Creek high grade material is still being sold into the North American organic phosphate market. In Togo, we continue to pursue our discussions with the Government, and we will provide further updates on the progress of the Exploitation Permit approval process when we have those details."
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.
For further information please visit www.kerasplc.com , follow us on Twitter @kerasplc or contact the following:
Russell Lamming Annabel Redford |
Keras Resources plc |
|
Nominated Adviser & Joint Broker Ewan Leggat / Charlie Bouverat
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
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2021
I am pleased to report on our activities over the past six months. As previously announced, the financial period for Keras has been extended to 15 months and will end on 31 December 2021, enabling the accounts of Keras and all its subsidiaries to terminate on the same date.
Diamond Creek Phosphate Mine (Diamond Creek) - Utah, US
Despite the headwinds we have faced since our last Interims report, the Diamond Creek project, subject to a funding resolution, is well placed to deliver into the robust North American fertiliser market. The mining season, conducted from the end of July through to October, went according to plan and there are now sufficient stockpiles of quality material available to market through to the end of this year's campaign and through the first half of next year. Whilst processing at Spanish Fork is on hold, we are continuing to market the 3,000 tons of product in inventory and are selling on demand, and we also have an additional 5,200 tons of run-of mine ore ready to be processed.
Building the mine, constructing and commissioning the milling plant and completing the second annual mining campaign within a year of investing in the project was a key achievement for the Company. As we have previously noted, a further core component of our organic fertilizer business is the construction of the granulating plant which will offer additional value to our product mix. This was expected to be commissioned in the last quarter of 2021, although this is now on hold until the funding gap is resolved. Once the funds flow again though, this will be implemented in short order as all the plant components are on site.
Discussions on a funding solution by our partner are underway as we look to find a way to move forward as quickly as possible for the benefit of all stakeholders. As a part of this process, we are looking at possible restructuring options to enable us to steer our 51% owned subsidiary company, Falcon Isle, the owner of Diamond Creek, in a direction we believe will increase sales and associated revenues. We will keep shareholders updated on our progress in resolving this issue and look forward to reporting positive progress in the near future.
Nay é ga Manganese Project - Togo
Management has also continued to engage with the Togolese Authorities on the final permitting for the Nay é ga manganese project in Togo. Blaise Gozan, our Country Manager, is continuing to progress direct communications and discussions with Government on our behalf. As reported previously, securing the final permit continues to take time, but we remain confident in the process and will provide updates as soon as we have additional information to share.
Sustainability
We are aware of our responsibility as an employer and a mining company, and we are committed to upholding best practice across our business. We care about all our stakeholders and are focused on looking to create value and benefits for all whilst seeking to manage and mitigate the potential impacts that our operations may have. Our assets are diverse in commodity and location but have important similarities - mining essential resources that can contribute to a more sustainable future, running simple operations with minimal processing requirements and looking to maintain a low carbon footprint. We are focused on meeting our commitments across the ESG space and will continue to be proactive in this area as we look to develop and sustain a positive legacy.
Financial Review
The results for the 6 months ended 30 September 2021 show a loss of £345,000, a substantial reduction from the 6 months ended 31 March 2021 (loss: £560,000) and from the year ended 30 September 2020 (loss: £1,252,000). The reduction is primarily due to improved performance at Falcon Isle. This bodes well for future periods when Falcon Isle is able to operate at full capacity.
As noted above, the current financial period for Keras has been extended to 15 months and will end on 31 December 2021, enabling the accounts of all subsidiaries to terminate on the same date.
We were very pleased to appoint Graham Stacey, our Chief Operating Officer, as Executive Director in November, his in-depth knowledge of our assets and technical expertise being invaluable to our business. He has also shown his alignment with the Company in taking shares in lieu of past fees and we are delighted to have him as a core member of our team.
Looking Forward
We remain fully committed to our business and our projects in both Utah and Togo. The fundamentals of the phosphate and fertilizer markets in the US and globally continue to be strong from both a supply and demand perspective. The Diamond Creek mine produces high quality organic rock phosphate that can be simply mined, crushed and applied to enhance yields and enrich the soil in an environmentally friendly way. Awareness of the sustainable practices adopted in organic farming also continues to grow which is driving growth in this market and further underpins the inherent value of our asset.
The manganese market also remains strong looking forward, for steel alloys but also importantly from the battery metals sector, a smaller but vital segment, and we continue to look to capitalise on these dynamics from the Nayega project in the future.
Finally, I would like to welcome Graham Stacey to the Board, to take this opportunity to thank the rest of the Board and management for their ongoing hard work and shareholders for their continuing support.
Brian Moritz
Chairman
17 December 2021
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2021
|
|
|
|
|
|
|
|
Six months ended |
|
Six months ended |
|
Year ended |
|
|
|
|
|
|
|
|
|
30-Sep-21 (unaudited) £'000 |
|
31-Mar-21 (unaudited) £'000 |
|
30-Sep-20 (audited) £'000 |
|
Continuing operations |
|
|
|
|
|
|
|
|
|
|
|||
Revenue |
|
|
|
|
|
|
|
311 |
|
31 |
|
- |
|
Cost of production |
|
|
|
|
|
|
|
(229) |
|
(74) |
|
- |
|
Gross profit/(loss) |
|
|
|
|
|
|
|
82 |
|
(43) |
|
- |
|
Administrative and exploration expenses |
|
|
|
|
(426) |
|
(446) |
|
(1,235) |
||||
Loss from operating activities |
|
|
|
|
|
(344) |
|
(489) |
|
(1,235) |
|||
Finance income |
|
|
|
|
|
- |
|
- |
|
- |
|||
Finance costs |
|
|
|
|
|
|
|
(1) |
|
- |
|
(3) |
|
Net finance costs |
|
|
|
(1) |
|
- |
|
(3) |
|||||
Share of net loss of associate accounted for using the equity method |
|
|
|
|
|
- |
|
(71) |
|
(4) |
|||
Loss before taxation |
|
|
|
|
|
(345) |
|
(560) |
|
(1,242) |
|||
Taxation |
|
|
|
|
|
- |
|
- |
|
- |
|||
Loss for the period |
|
|
|
|
|
(345) |
|
(560) |
|
(1,242) |
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income - items that may be subsequently reclassified to profit or loss |
|
|
|
|
|
|
|||||||
Exchange translation on foreign operations |
|
108 |
|
(47) |
|
(15) |
|||||||
Change in fair value of available for sale financial assets |
|
- |
|
- |
|
- |
|||||||
Items that will not be reclassified to profit or loss |
|
|
|
|
|
|
|||||||
Change in fair value of equity investments at fair value through other comprehensive income |
|
- |
|
- |
|
- |
|||||||
Total comprehensive (loss) for the period |
|
|
|
(237) |
|
(607) |
|
(1,257) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|||
(Loss)/profit attributable to: |
|
|
|
|
|
|
|
|
|
|
|||
Owners of the Company |
|
|
|
|
|
(382) |
|
(497) |
|
(1,181) |
|||
Non-controlling interests |
|
|
|
|
|
37 |
|
(63) |
|
(61) |
|||
(Loss)/profit for the period |
|
|
|
|
|
(345) |
|
(560) |
|
(1,242) |
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Total comprehensive income/(loss) attributable to: |
|
|
|
|
|
|
|
|
|||||
Owners of the Company |
|
|
|
|
|
(268) |
|
(556) |
|
(1,194) |
|||
Non-controlling interests |
|
|
|
|
|
31 |
|
(51) |
|
(63) |
|||
Total comprehensive loss for the period |
|
|
|
|
|
(237) |
|
(607) |
|
(1,257) |
|||
|
|
|
|
|
|
|
|
|
|
|
|||
Earnings per share - continuing operations |
|
|
|
|
|
|
|||||||
Basic and diluted (loss)/earnings per share (pence) |
|
|
|
(0.006) |
|
(0.017) |
|
(0.040) |
|||||
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2021
|
|
|
|
|
|
Notes |
|
30-Sep-21 (unaudited) £'000 |
|
31-Mar-21 (unaudited) £'000 |
|
30-Sep-20 (audited) £'000 |
Assets |
|
|
|
|
|
|
|
|
|
|
||
Non-current assets |
|
|
|
|
|
|
|
|
|
|
||
Intangible assets |
|
|
|
7 |
|
4,282 |
|
3,637 |
|
1,069 |
||
Property, plant and equipment |
|
|
|
8 |
|
691 |
|
493 |
|
263 |
||
Investments accounted for using the equity method |
|
|
|
9 |
|
- |
|
- |
|
1,622 |
||
|
|
|
|
|
|
4,973 |
|
4,130 |
|
2,954 |
||
|
|
|
|
|
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
|
|
|
|
||
Inventory |
|
|
|
10 |
|
245 |
|
135 |
|
- |
||
Other investments |
|
|
|
11 |
|
- |
|
- |
|
- |
||
Trade and other receivables |
|
|
|
12 |
|
243 |
|
391 |
|
83 |
||
Cash and cash equivalents |
|
|
|
|
|
299 |
|
886 |
|
438 |
||
|
|
|
|
|
|
787 |
|
1,412 |
|
521 |
||
|
|
|
|
|
|
|
|
|
|
|
||
Total assets |
|
|
|
|
|
5,760 |
|
5,542 |
|
3,475 |
||
|
|
|
|
|
|
|
|
|
|
|
||
Equity |
|
|
|
|
|
|
|
|
|
|
||
Equity attributable to owners of the Company |
|
|
|
|
|
|
|
|||||
Share capital |
|
|
|
13 |
|
629 |
|
629 |
|
487 |
||
Share premium |
|
|
|
13 |
|
4,027 |
|
4,027 |
|
2,637 |
||
Other reserves |
|
|
|
|
|
95 |
|
68 |
|
16 |
||
Retained deficit |
|
|
|
|
|
(878) |
|
(590) |
|
8 |
||
|
|
|
|
|
|
3,873 |
|
4,134 |
|
3,148 |
||
Non-controlling interests |
|
|
|
|
|
965 |
|
934 |
|
(140) |
||
Total equity |
|
|
|
|
|
4,838 |
|
5,068 |
|
3,008 |
||
|
|
|
|
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
||
Trade and other payables |
|
|
|
14 |
|
922 |
|
474 |
|
467 |
||
|
|
|
|
|
|
922 |
|
474 |
|
467 |
||
|
|
|
|
|
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
922 |
|
474 |
|
467 |
||
|
|
|
|
|
|
|
|
|
|
|
||
Total equity and liabilities |
|
|
|
|
|
5,760 |
|
5,542 |
|
3,475 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2020
|
|
|
|
|
|
Total attributable to owners of the Company |
|
|
|
|
||||||||||||||||
|
|
Share capital £'000 |
|
Share premium £'000 |
|
Share option/ warrant reserve £'000 |
|
Exchange reserve £'000 |
|
Financial assets at FVOCI £'000 |
Retained earnings/ (deficit) £'000 |
Total £'000 |
Non-controlling interests £'000 |
|
Total equity £'000 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at 1 October 2019 (audited) |
|
7,266 |
|
10,938 |
|
- |
|
(33) |
|
3,459 |
|
(10,310) |
|
11,320 |
|
(76) |
|
11,244 |
|
|||||||
Loss for the period |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(753) |
|
(753) |
|
(56) |
|
(809) |
|
|||||||
Other comprehensive income |
|
- |
|
- |
|
- |
|
3 |
|
- |
|
(6) |
|
(3) |
|
- |
|
(3) |
|
|||||||
Total comprehensive income |
|
|
|
- |
|
- |
|
3 |
|
- |
|
(759) |
|
(756) |
|
(56) |
|
(812) |
|
|||||||
Capital reduction |
|
(7,023) |
|
(10,938) |
|
- |
|
- |
|
(3,459) |
|
11,497 |
|
(9,923) |
|
- |
|
(9,923) |
|
|||||||
Issue of ordinary shares |
|
36 |
|
429 |
|
- |
|
- |
|
- |
|
- |
|
465 |
|
- |
|
465 |
|
|||||||
Issue costs |
|
- |
|
(10) |
|
- |
|
- |
|
- |
|
- |
|
(10) |
|
- |
|
(10) |
|
|||||||
Share based payment transactions |
|
- |
|
- |
|
30 |
|
- |
|
- |
|
- |
|
30 |
|
- |
|
30 |
|
|||||||
|
|
(6,987) |
|
(10,519) |
|
30 |
|
- |
|
(3,459) |
|
11,497 |
|
(9,438) |
|
- |
|
(9,438) |
|
|||||||
Balance at 31 March 2020 (unaudited) |
|
279 |
|
419 |
|
30 |
|
(30) |
|
- |
|
428 |
|
1,126 |
|
(132) |
|
994 |
|
|||||||
Loss for the period |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(428) |
|
(428) |
|
(5) |
|
(433) |
||||||||
Other comprehensive income |
|
- |
|
- |
|
- |
|
(19) |
|
- |
|
10 |
|
(9) |
|
(3) |
|
(12) |
||||||||
Total comprehensive income |
|
- |
|
- |
|
- |
|
(19) |
|
- |
|
(418) |
|
(437) |
|
(8) |
|
(445) |
||||||||
Issue of ordinary shares |
|
208 |
|
2,289 |
|
- |
|
- |
|
- |
|
- |
|
2,497 |
|
- |
|
2,497 |
||||||||
Share based payment transactions |
|
- |
|
- |
|
33 |
|
- |
|
- |
|
- |
|
33 |
|
- |
|
33 |
||||||||
Issue costs |
|
- |
|
(71) |
|
- |
|
- |
|
- |
|
- |
|
(71) |
|
|
|
(71) |
||||||||
Transfer |
|
- |
|
- |
|
- |
|
2 |
|
- |
|
(2) |
|
- |
|
- |
|
- |
||||||||
|
|
208 |
|
2,218 |
|
33 |
|
2 |
|
- |
|
(2) |
|
2,459 |
|
- |
|
2,459 |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at 30 September 2020 (audited) |
|
487 |
|
2,637 |
|
63 |
|
(47) |
|
- |
|
8 |
|
3,148 |
|
(140) |
|
3,008 |
||||||||
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE SIX MONTHS ENDED 31 MARCH 2021
|
|
|
|
|
|
Total attributable to owners of the Company |
|
|
|
||||||||||
|
|
Share capital £'000 |
|
Share premium £'000 |
|
Share option/ warrant reserve £'000 |
|
Exchange reserve £'000 |
|
Financial assets at FVOCI £'000 |
Retained earnings £'000 |
Total £'000 |
Non-controlling interests £'000 |
|
Total equity £'000 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 October 2020 (unaudited) |
|
487 |
|
2,637 |
|
63 |
|
(47) |
|
- |
|
8 |
|
3,148 |
|
(140) |
|
3,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(497) |
|
(497) |
|
(63) |
|
(560) |
|
Other comprehensive income |
|
- |
|
- |
|
- |
|
42 |
|
- |
|
(101) |
|
(59) |
|
12 |
|
(47) |
|
Total comprehensive income for the period |
|
- |
|
- |
|
- |
|
42 |
|
- |
|
(598) |
|
(556) |
|
(51) |
|
(607) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of ordinary shares |
|
142 |
|
1,463 |
|
- |
|
- |
|
- |
|
- |
|
1,605 |
|
- |
|
1,605 |
|
Issue costs |
|
- |
|
(73) |
|
- |
|
- |
|
- |
|
- |
|
(73) |
|
- |
|
(73) |
|
Non-controlling interest on acquisition of subsidiary |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,125 |
|
1,125 |
|
Share based payment transactions |
|
- |
|
- |
|
10 |
|
- |
|
- |
|
- |
|
10 |
|
|
|
10 |
|
|
|
142 |
|
1,390 |
|
10 |
|
- |
|
- |
|
- |
|
1,542 |
|
1,125 |
|
2,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 March 2021 (unaudited) |
|
629 |
|
4,027 |
|
73 |
|
(5) |
|
- |
|
(590) |
|
4,134 |
|
934 |
|
5,068 |
|
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2021
|
|
|
|
|
|
Total attributable to owners of the Company |
|
|
|
|||||||||
|
|
Share capital £'000 |
|
Share premium £'000 |
|
Share option/ warrant reserve £'000 |
|
Exchange reserve £'000 |
|
Financial assets at FVOCI £'000 |
Retained earnings £'000 |
Total £'000 |
Non- controlling interests £'000 |
|
Total equity £'000 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2021 (unaudited) |
|
629 |
|
4,027 |
|
73 |
|
(5) |
|
- |
|
(590) |
|
4,134 |
|
934 |
|
5,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(382) |
|
(382) |
|
37 |
|
(345) |
Total other comprehensive income |
|
- |
|
- |
|
- |
|
20 |
|
- |
|
94 |
|
114 |
|
(6) |
|
108 |
Total comprehensive loss for the period |
|
- |
|
- |
|
- |
|
20 |
|
- |
|
(288) |
|
(268) |
|
31 |
|
(237) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of ordinary shares |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Issue costs |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Non-controlling interest on acquisition of subsidiary |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
Share based payment transactions |
|
- |
|
- |
|
7 |
|
- |
|
- |
|
- |
|
7 |
|
- |
|
7 |
|
|
- |
|
- |
|
7 |
|
- |
|
- |
|
- |
|
7 |
|
- |
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 September 2021 (unaudited) |
|
629 |
|
4,027 |
|
80 |
|
15 |
|
- |
|
(878) |
|
3,873 |
|
965 |
|
4,838 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2021
|
|
|
|
|
|
|
||||
|
|
Six months ended |
|
Six months ended |
|
Year ended |
||||
|
30-Sep-21 (unaudited) £'000 |
|
31-Mar-21 (unaudited) £'000 |
|
30-Sep-20 (audited) £'000 |
|||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Loss from operating activities |
|
|
|
(345) |
|
(560) |
|
(1,242) |
||
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortisation |
|
|
|
|
|
17 |
|
18 |
|
76 |
Share of loss of equity accounted associate |
|
|
|
|
|
- |
|
71 |
|
4 |
Loss on disposal of property, plant and equipment |
|
|
|
- |
|
- |
|
- |
||
Foreign exchange differences |
|
|
|
|
|
124 |
|
117 |
|
(39) |
Compensation on cancellation of SARS scheme |
|
|
|
- |
|
- |
|
120 |
||
Equity-settled share-based payment transactions |
|
|
|
7 |
|
10 |
|
63 |
||
|
|
|
|
|
|
(197) |
|
(344) |
|
(1,018) |
Changes in: |
|
|
|
|
|
|
|
|
|
|
- inventories |
|
|
|
|
|
(110) |
|
7 |
|
- |
- trade and other receivables |
|
|
|
|
|
148 |
|
(186) |
|
2 |
- trade and other payables |
|
|
|
|
|
448 |
|
45 |
|
278 |
Cash used in operating activities |
|
|
|
|
|
289 |
|
(478) |
|
(738) |
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
|
|
|
|
|
- |
|
- |
|
- |
Net cash used in operating activities |
|
|
|
|
|
289 |
|
(478) |
|
(738) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant and equipment |
|
|
|
(209) |
|
(93) |
|
- |
||
Proceeds from sale of property, plant and equipment |
|
|
|
- |
|
- |
|
- |
||
Exploration and licence expenditure |
|
|
|
(667) |
|
(161) |
|
(1) |
||
Investment in associate to date of control |
|
|
|
- |
|
(455) |
|
(938) |
||
Net cash used in investing activities |
|
|
|
|
|
(876) |
|
(709) |
|
(939) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Net proceeds from issue of share capital |
|
|
|
|
|
- |
|
1,477 |
|
1,931 |
Proceeds from short term borrowings |
|
|
|
|
|
- |
|
- |
|
- |
Net cash flows from financing activities |
|
|
|
|
|
- |
|
1,477 |
|
1,931 |
|
|
|
|
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
|
|
|
(587) |
|
290 |
|
254 |
||
Cash and cash equivalents at beginning of period |
|
|
|
886 |
|
438 |
|
184 |
||
Cash acquired with subsidiary |
|
|
|
|
|
- |
|
158 |
|
- |
Effect of foreign exchange rate changes |
|
|
|
|
|
- |
|
- |
|
- |
Cash and cash equivalents at end of period |
|
|
|
299 |
|
886 |
|
438 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2021
1. Reporting entity
Keras Resources plc (the "Company") is a company domiciled in England and Wales. The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 September 2021 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 annual consolidated financial statements as at and for the year ended 30 September 2020. 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 17 December 2021.
Change of financial year end
In April 2021 the Company announced that it was changing its accounting reference date and financial year end from 30 September to 31 December with immediate effect. This unaudited financial report therefore covers a second interim period from 1 April 2021 to 30 September 2021 as a part of the 15-month financial year ending 31 December 2021.
(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 consolidated financial statements as at and for the year ended 30 September 2020.
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 consolidated financial statements as at and for the year ended 30 September 2020.
4. Financial instruments
Financial risk management
The Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 30 September 2020.
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 Managing Director (the chief operating decision maker) reviews internal management reports on at least a quarterly basis.
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 Managing Director. 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.
For the six months ended 30 September 2021 (unaudited)
|
|
Manganese |
|
|
Phosphate £'000 |
|
Other operations£'000 |
|
Total £'000
|
||||
External revenue |
|
- |
|
|
311 |
|
- |
|
311 |
||||
|
|
|
|
|
|
|
|
|
|
||||
(Loss)/profit before tax |
|
(52) |
|
|
20 |
|
(313) |
|
(345) |
||||
|
|
|
|
|
|
|
|
|
|
||||
Segment assets |
|
1,076 |
|
|
4,036 |
|
648 |
|
5,760 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended 31 March 2021 (unaudited)
|
|||||||||||||
|
|
Manganese £'000 |
|
|
Phosphate £'000 |
|
Other operations £'000 |
|
Total £'000
|
||||
External revenue |
|
- |
|
|
31 |
|
- |
|
31 |
||||
|
|
|
|
|
|
|
|
|
|
||||
(Loss)/profit before tax |
|
(60) |
|
|
(110) |
|
(390) |
|
(560) |
||||
|
|
|
|
|
|
|
|
|
|
||||
Segment assets |
|
1,082 |
|
|
2,958 |
|
1,502 |
|
5,542 |
||||
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
For the twelve months ended 30 September 2020 (audited)
|
|||||||||||||
|
|
Manganese £'000 |
|
|
Phosphate £'000 |
|
Other operations £'000 |
|
Total £'000
|
||||
External revenue |
|
- |
|
|
- |
|
- |
|
- |
||||
|
|
|
|
|
|
|
|
|
|
||||
(Loss)/profit before tax |
|
(405) |
|
|
(4) |
|
(833) |
|
(1,242) |
||||
|
|
|
|
|
|
|
|
|
|
||||
Segment assets |
|
1,011 |
|
|
1,622 |
|
842 |
|
3,475 |
||||
Information about geographical segments:
|
|
|
|
|
|
|
|||||||
For the six months ended 30 September 2021 (unaudited)
|
|
West Africa £'000 |
|
US
£'000 |
|
Other operations£'000 |
|
Total
£'000 |
|
|
|
||||||||
External revenue |
|
- |
|
311 |
|
- |
|
311 |
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss)/profit before tax |
|
(52) |
|
20 |
|
(313) |
|
(345) |
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment assets |
|
1,076 |
|
4,036 |
|
648 |
|
5,760 |
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
For the six months ended 31 March 2021 (unaudited)
|
|
|||||||||||||||||
|
|
West Africa £'000 |
|
US
£'000 |
|
Other operations £'000 |
|
Total
£'000 |
|
|
|
||||||||
External revenue |
|
- |
|
31 |
|
- |
|
31 |
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss)/profit before tax |
|
(60) |
|
(110) |
|
(390) |
|
(560) |
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment assets |
|
1,082 |
|
2,958 |
|
1,502 |
|
5,542 |
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|||||||||||||||||
|
|
|
|
|
|
||||||||||||||
|
For the twelve months ended 30 September 2020 (audited)
|
|
|
|
|
|
|||||||||||||
|
|
West Africa £'000 |
|
US
£'000 |
|
Other operations £'000 |
|
Total
£'000 |
|
|
|
||||||||
External revenue |
|
- |
|
- |
|
- |
|
- |
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss)/profit before tax |
|
(405) |
|
(4) |
|
(833) |
|
(1,242) |
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment assets |
|
1,011 |
|
1,622 |
|
842 |
|
3,475 |
|
|
|
||||||||
|
|
||||||||||||||||||
|
|
||||||||||||||||||
6. Seasonality of operations
The phosphate business is subject to seasonal factors affecting both mining and sales. Mining can only take place in summer, as the mine site is subject to substantial snow cover in winter. The main season for sales of phosphate fertilizer coincide with the planting season. The production plant is not subject to seasonal variation.
7. Intangible assets
|
|
|
|
|
|
|
|
|
6 months 30 Sep 21 (unaudited) £'000 |
|
6 months 31 Mar 21 (unaudited) £'000
|
|
12 months 30 Sep 20 (audited) £'000 |
Cost |
|
|
|
|
|
|
|
||||||
Balance at beginning of period |
|
|
3,637 |
|
1,227 |
|
1,206 |
||||||
Additions |
|
|
607 |
|
2,629 |
|
1 |
||||||
Disposals Effect of movement in exchange rates |
|
|
- 38 |
|
(158) (61) |
|
- 20 |
||||||
Balance at end of period |
|
|
4,282 |
|
3,637 |
|
1,227 |
||||||
|
|
|
|
|
|
|
|
||||||
Impairment losses |
|
|
|
|
|
|
|
||||||
Balance at beginning of period |
|
|
- |
|
158 |
|
155 |
||||||
Impairment |
|
|
- |
|
- |
|
- |
||||||
Amortisation |
|
|
- |
|
- |
|
- |
||||||
Disposals |
|
|
- |
|
(158) |
|
- |
||||||
Effect of movement in exchange rates |
|
|
- |
|
- |
|
3 |
||||||
Balance at end of period |
|
|
- |
|
- |
|
158 |
Carrying amounts |
|
|
|
|
|
|
Balance at end of period |
|
4,282 |
|
3,637 |
|
1,069 |
Balance at beginning of period |
|
3,637 |
|
1,069 |
|
1,051 |
|
|
|
|
|
|
|
Intangible assets comprise the fair value of prospecting and exploration rights.
8. Property, plant and equipment
Acquisitions and disposals
During the six months ended 30 September 2021 the Group acquired assets with a cost of £209,000 (six months ended 31 March 2021: £263,000, twelve months ended 30 September 2020: £nil).
Assets with a carrying amount of £nil were disposed of during the six months ended 30 September 2021 (six months ended 31 March 2021: £nil; twelve months ended 30 September 2020: £nil), resulting in a loss on disposal of £nil (six months ended 31 March 2021: £nil; twelve months ended 30 September 2020: £nil), which is included in 'administrative expenses' in the condensed consolidated statement of comprehensive income.
9. Investments
The interest in Falcon Isle was acquired for nominal consideration under a binding heads of terms dated 28 July 2020. Under this agreement the Company agreed to provide US$2.5m in loans to Falcon Isle payable in agreed tranches. Falcon Isle is the 100% owner of the Diamond Creek phosphate mine located in in Utah (USA) which is a fully permitted, high grade direct shipping ore organic phosphate operating mine.
At 30 September 2020 the Company had advanced US$ 1.9m to Falcon Isle, resulting in an equity interest of 40% and bringing the cost of the investment in the associate to £1,626,000.
On 31 December 2020 the Company advanced the balance of $0.6m and its equity interest has increased to 51%.
Since 31 December 2020 the Company has advanced a further $0.7m to Falcon Isle.
The initial acquisitions were accounted for under the equity method of accounting but upon achieving control on 31 December 2020, the acquisition method of accounting has been applied.
The details of the business combination are as follows:
|
|
|
|
|
Fair value £'000 |
|||||
|
|
|
|
|
|
|
||||
Intangibles |
|
|
|
|
|
2,170 |
||||
Fixed assets |
|
|
|
|
|
172 |
||||
Inventory |
|
|
|
|
|
142 |
||||
Receivables |
|
|
|
|
|
122 |
||||
Bank balances and cash |
|
|
|
|
|
158 |
||||
Trade and other payables |
|
|
|
|
|
(17) |
||||
Loans |
|
|
|
|
|
(3,164) |
||||
|
|
|
|
|
|
(417) |
||||
Adjust: Non-controlling interest |
|
|
|
|
|
204 |
||||
Adjust: goodwill |
|
|
|
|
|
298 |
||||
Adjust: Equity accounted losses to date of control |
|
|
|
76 |
||||||
|
|
|
|
161 |
||||||
|
|
|
|
£'000 |
|
|||||
|
|
|
|
|
|
|||||
Satisfied by: |
|
|
|
|
|
|||||
Acquisition related costs |
|
|
|
|
|
161 |
|
|||
|
|
|
|
|
|
161 |
|
|||
10. Inventories
|
|
|
|
|
|
|
|
30-Sep-21 (unaudited) |
|
31-Mar-21 (unaudited) |
|
30-Sep-20 (audited) |
|
|
£'000 |
|
£'000 |
|
£'000 |
||||||
Phosphate ore and processed material |
|
245 |
|
135 |
|
- |
||||||
|
|
245 |
|
135 |
|
- |
11. Other investments
|
|
|
|
|
|
|
|
30 Sep-21 (unaudited) £'000 |
|
31-Mar-21 (unaudited) £'000 |
|
30-Sep-20 (audited) £'000 |
Equity securities - available for sale |
|
|
|
|
|
|
||||||
Brought forward |
|
- |
|
- |
|
9,923 |
||||||
Disposal via demerger |
|
- |
|
- |
|
(9,923) |
||||||
|
|
- |
|
- |
|
- |
Equity securities represented ordinary and performance shares in Calidus Resources Limited ("Calidus"), a company listed on the Australian Securities Exchange ("ASX").
These equity securities were demerged on 19 November 2019 by way of a capital reduction scheme.
12. Trade and other receivables
|
|
|
|
|
|
|
|
30 Sep-21 (unaudited) £'000 |
|
31-Mar-21 (unaudited) £'000 |
|
30-Sep-20 (audited) £'000 |
Other receivables |
|
226 |
|
352 |
|
71 |
||||||
Prepayments |
|
17 |
|
39 |
|
12 |
||||||
|
|
243 |
|
391 |
|
83 |
Trade receivables and other receivables are stated at their nominal values less allowances for non-recoverability.
13. Share capital and reserves
Issue of ordinary shares
No shares were issued in the six months ended 30 September 2021.
Dividends
No dividends were declared or paid in the six months ended 30 September 2021 (six months ended 31 March 2021: £nil, twelve months ended 30 September 2020: £nil).
14. Trade and other payables
|
|
|
|
|
|
|
|
30-Sep-21 (unaudited) |
|
31-Mar-21 (unaudited) |
|
30-Sep-20 (audited) |
|
|
£'000 |
|
£'000 |
|
£'000 |
||||||
Trade payables |
|
567 |
|
146 |
|
104 |
||||||
Accruals Other payables |
|
249 106 |
|
230 98 |
|
228 135 |
||||||
|
|
922 |
|
474 |
|
467 |
There is no material difference between the fair value of trade and other payables and their book value.
15. Related parties
The total amount due to D Reeves at the period end was £55,000 in respect of unpaid remuneration (six months ended 31 March 2021: £43,000, twelve months ended 30 September 2020: £31,000).