TIDMAFP
RNS Number : 2131O
African Pioneer PLC
29 September 2023
29 September 2023
African Pioneer Plc
("African" or the "Company")
Interim Results for the Six Months Ended 30 June 2023
African Pioneer Plc a company engaging in development of natural
resources exploration projects in Sub-Saharan Africa , announces
its unaudited interim results for the six months ended 30 June 2023
as set out below. A copy of the Interims is available on the
Company's website https://africanpioneerplc.com/
OPERATIONAL, FINANCIAL CORPORATE and STRATEGY REVIEWS
1. Operational Review
The Company completed an Initial Public Offering (IPO) on the
Standard List of the London Stock Exchange and the acquisition of
its projects in Namibia, Zambia and Botswana in 2021 and in 2022
granted an option to First Quantum in relation to 4 of the 5
Zambian exploration licences held by African Pioneer Zambia more
details of which are provided in the Corporate Highlights section
of this review.
The Company's main focus during the period was on evaluating and
advancing its 85% owned Namibian Projects, including the Ongombo
mining licence application, and those Zambian and Botswana Projects
that are not the subject of Options.
2. Technical review of Projects: After the IPO and having
acquired its projects in Namibia, Zambia and Botswana, the Company
commenced technical reviews and / or programmes on its projects
located in Namibia and Zambia. The primary metal in all countries
is copper with by-product potential in all of our projects. In
Zambia we have potential for cobalt, in Botswana for silver and in
Namibia for gold.
2.1 Namibia: During the period on the dates indicated the
Company announced;
On 25 April 2023 the successful completion of a key regulatory
requirement, the award of an Environmental Clearance Certificate
("ECC") for the 85% owned Ongombo (copper-gold) Project located
within Exclusive Prospecting Licence EPL 5772, 40km NE of the
capital city, Windhoek, Khomas Region, Namibia.
On 16 May 2023 the Company announced an updated mineral resource
estimate that increased the global resource tonnage from 12.05Mt @
1.39% Cu (30 September 2021) to 29Mt @ 1.1% Cu Eq. The updated
estimate included an open pit component that is expected to be
developed ahead of future underground mining.
Highlights
-- Increase in Mineral Resource to 29Mt at 1.1% Cu Eq including
5.7Mt Indicated comprising 4.7Mt underground resource @ 1.1% Cu Eq
and a further 0.93Mt open pit resource @ 0.68% Cu Eq. An additional
23Mt of Inferred underground resource has been defined and is
expected to increase in both tonnage and grade with further
increases in drillhole density and assays for gold where a large
proportion of the current resource was not historically analysed
for by-product gold.
-- Award of an Environmental Clearance Certificate, the last
significant permitting hurdle in the pathway to production
-- Ongombo Mining Licence granted subject to completion of
Environmental and Social Impact Assessment ("ESIA")
-- Highly successful drill programme and new Mineral Resource
Estimate resulted in an additional 100,000 tonnes in contained
copper metal and an additional 84,000 oz of gold across all
Resource categories.
-- Expenditure of approximately US$480,000 on direct drilling
costs ahead of the most recent Mineral Resource update represents a
unit resource development cost for the additional 100,000 tonnes of
contained copper metal of approximately US$4.8 per tonne of
contained metal.
-- The Ongombo mineralization remains open at depth with scope
for the addition of further tonnage and based on recent twinned
drilling, potential for significantly enhanced gold grades in the
East - Ost shoots.
The Ongombo Copper - Gold Project was granted a Mining Licence
(ML 240) in September 2022 and has now been awarded an
Environmental Clearance Certificate (ECC) (No. 23000285: dated 16
April 2023) by the Ministry of Environment, Forestry and Tourism
(MEFT): Department of Environmental Affairs (DEA). The award of a
production-related ECC is an important step as it achieves
compliance with the Environmental Management Act No,7 (2007) and
its associated 2012 regulations, and means that the Project has now
surmounted the last significant permitting hurdle in the pathway to
production, initially by way of low-cost, open-pit extraction of
the surface copper gold resource.
In compliance with the requirements of the ECC, an Environmental
and Social Impact Assessment (ESIA) is ongoing as is initial
delivery of the now Ministry-approved Environmental Management Plan
that is to accompany mine development and ore processing
operations.
Updated and amended design plans will now be finalised for the
initial open-pit mine and a likely combination of ore sorting, dry
magnetic and gravity separation to produce a high-grade copper-gold
concentrate for sale.
The updated Indicated and Inferred Mineral Resource Estimate for
the Ongombo copper project in Namibia, was completed by independent
consultants Addison Mining Services Ltd ("AMS") and reported in
accordance with the JORC Code 2012 edition. Resources are of
Indicated and Inferred categories and include a total Indicated
Resources of 5.7 million tonnes at 1.1 % Cu Equivalent ("CuEq"),
0.94 % Cu, 0.23 g/t Au and 4.4 g/t Ag, for 53,000 t Cu, 42,000 oz
Au and 800,000 oz Ag, including an open pit Resource of 0.93
million tonnes at 0.68% CuEq, 0.57 % Cu, 0.19 g/t Au and 2.6 g/t
Ag, for 5,300 t Cu, 5,700 oz Au and 78,000 oz Ag, above a cut-off
grade of 0.25% CuEq and a further underground Resource of 4.7
million tonnes at 1.2% CuEq, 1.0% Cu, 0.24 g/t Au and 4.7 g/t Ag,
for 48,000 t Cu, 36,000 oz Au and 72,000 oz Ag, above a cut-off
grade of 0.5% CuEq. A further Inferred underground resource of 23
million tonnes at 1.1% CuEq, 0.95% Cu, 0.24 g/t Au and 5.8 g/t Ag,
for 220,000 t Cu, 180,000 oz Au and 4.3 million oz Ag, above a
cut-off grade of 0.5% CuEq has also been estimated by AMS.
In addition, AMS has highlighted a number of areas both
down-plunge and down-dip of defined mineralisation where the
external consultant believes the delineation of further
mineralisation is extremely likely. In addition, a large proportion
of the drilling and assaying undertaken on the East-Ost Shoot did
not assay for gold. Therefore, AMS also indicates that scope for a
further increase in the Cu Eq grade of the East - Ost Shoot is
likely once infill or twin drilling is undertaken. This is
potentially significant as the East-Ost Shoot is notably thicker
than the Central Shoot and offers an easier more efficient mining
target than the narrower Central Shoot. Addition of gold at East -
Ost Shoot may increase the global resource tonnage as the addition
of further value will increase the Cu Eq grade above the 1% cu
cut-off currently being used for resource estimation.
The pending renewal application for EPL 5772 which expired on 8
March 2023 is now reflected on the Namibian Mines and Energy
Cadastre Map Portal and is for an additional two-year extension. A
conditional Environmental Clearance Certificate for mining
activities was granted on EPL 5772 and is valid until 16 April
2026. A 20 Year Mining Licence, ML 240, was granted on 10 August
2022 and covers a portion of EPL 5772 and approximately one third
of the open pit resource. An extension to the Mining Licence was
submitted on 6 September 2022 to encompass the wider Resource
Area.
The company is in advanced discussions with several parties that
have expressed interest in non-equity based funding of the capital
requirements of the Ongombo Project. The Company will update
shareholders in relation to these matters, project advancement and
milestones as they are progressed.
2.2 Zambia: As described at paragraph 4.5 below on 19 January
2022 African Pioneer Zambia Ltd, which is 80% owned by the Company,
entered into an option agreement with First Quantum (listed on the
Toronto Stock Exchange FM.TO ) over 4 of the 5 Zambian exploration
licences held by a subsidiary company, African Pioneer Zambia.
On 6 June 2023 the Company provided an update on the ongoing
exploration activities undertaken by First Quantum during Q1 2023,
an update on progress in 2022 and the exploration plans and
priorities for 2023 for the 4 Zambian licences subject to the
Option Agreement and these are summarized below.
Highlights
-- Exploration has demonstrated that the geological setting,
regional geology and architectural vectors evident on the JV
licences show apparent similarities to that needed to facilitate
the large-scale deposition of high-grade copper mineralisation of
the Kamoa-Kakula-type.
-- Sufficient drilling and geophysics have been completed by
First Quantum to generate a 3D model of the Western Foreland, the
regional setting evident at Kamoa-Kakula in the DRC.
-- Multiple high-grade copper intercepts peaking at 8m @ 1.25%
Cu in the Fold and Thrust Belt to the east of the Foreland will be
followed up on the Turacao prospect.
-- High-grade cobalt mineralisation has also been identified
peaking at 0.23% Co over 4m within the Fold and Thrust Belt terrain
offering potential for a future significant value-add
by-product.
-- Further aircore drilling in 2023 is expected at Chibwika and
Chipopa targets and on the other cumulative >35km of anomalous
soil geochemical targets broadly defined and reported at the end of
the 2022 field season where First Quantum has noted that
mineralisation is of the Kolwezi-type.
First Quantum's Update on Progress in 2022
The 4th Quarter 2022 report to African Pioneer from Joint
Venture partner FIRST QUANTUM announced on 6 February 2023
confirmed encouraging copper oxide intercepts at three shallow
drill targets and potentially significant copper mineralisation in
two holes on a separate licence being explored for geological
settings similar to those that host the giant Kamoa-Kakula deposits
of Ivanhoe Mines Limited located in the Democratic Republic of
Congo (DRC).
Analyses from two diamond drillholes at the Ikatu target,
IKDD001A and IKDD002, returned peak grades of 1% Cu and 19.3g/t Ag
over 1.1m (IKDD001A) and 0.22% Cu and 541ppm Co over 1.3m and 0.14%
Ni and 541ppm Co over 4.3m (IKKDD002). Lithogeochemical assessment
of these results further support the view that the oxidised
diamictite unit intersected is likely to be Petit Conglomerat,
whilst the tuff unit logged near the base of IKDD001A has elevated
Nb/Ti, a characteristic diagnostic of the Grand Conglomerate
elsewhere in the Katangan. These results were sufficiently
encouraging alongside the regional mapping completed to define the
location of the Western Foreland for First Quantum to commit to
further deep drilling targeting Kamoa-style mineralisation in
2023.
During 2022, aircore drilling at Turaco target within the
Fold-and-Thrust Belt domain, intersected several significant copper
intercepts, including an oxide mineralised zone with 8 m @ 1.19% Cu
(pXRF assay) from 5 m. A selection of samples, previously analysed
in-house by pXRF only, were subject to external analysis by ALS
Laboratories in Johannesburg to check for cobalt and other
pathfinders, as well as to verify pXRF data. Results for Cu were
consistent with those previously reported by pXRF (Table 2).
Furthermore, several significant Co intercepts were identified, the
best being 4 m @ 0.23% and 10 m @ 0.14% Co in drillhole TUAC012
(Table 1). The results are subject to ongoing review but are an
encouraging indicator of prospective shallow resources of the
Kolwezi-type within the Fold-and-Thrust belt, which is renowned for
Cu-Co deposits in the DRC.
Table 1 : Cobalt grades (by ICP) and intercepts from drillhole
TUAC012
Table 2 : Copper grades (by ICP and pXRF) and intercepts from
drillhole TUAC012
2023 Exploration Plans and Priorities
First Quantum has advised African Pioneer of its forthcoming
Audio-magneto telluric AMT) geophysical exploration and combined
diamond core (DDH) and air core (AC) drill programme for the 2023
field season.
A priority focus is further AMT at Ikatu target, within the
Western Foreland domain, aimed at better constraint of the basin
architecture and evaluation of interpreted NW-SE trending
structures. At Kamoa-Kakula, there is evidence that NW-SE trending
structures are important for controlling the sedimentary facies,
thickness of units and grades of mineralisation. In addition to
Ikatu, AMT work planned by First Quantum will target the Fold- and
Thrust Belt at the Chipopa and Chibwika prospects, both within
licence 27771-HQ-LEL where substantial copper in soil anomalies
have already been broadly defined.
Further aircore drilling will test the northern and southern
extents of the copper in soil anomalies at Turaco target in licence
27770-HQ-LEL along with further follow up of the Chibikwa and
Chipopa targets both located in licence 27771-HQ-LEL.
Later in the 2023 field season, 4000m of diamond drilling (DDH)
by First Quantum is scheduled. The main objectives will be to test
for thicker, reduced diamictite facies at Ikatu target along strike
from Kamoa in the Western Foreland, and also test depth extent of
mineralization at Turaco and other targets looking for Kolwez-type
mineralisation within the Fold and Thrust Belt.
The Company is expecting the further updates from First Quantum
to be very encouraging.
The Lusaka licence is under review and remains prospective for
gold.
2.3 Botswana: The Botswana projects are in the Kalahari
Copperbelt and are considered highly prospective since they are in
the general area of mining development being carried out by
Sandfire Resources of Australia. Sandfire subscribed to a Pre-IPO
funding round and earned a 15% interest in the Company post IPO as
a result of the funding. Since 2 October 2021 four of our eight
wholly owned Botswanan prospecting licences have been the subject
of a two year Sandfire Option Agreement further details of which
are set out at paragraph 4.6 below.
During the period on 29 March 2023 the Company announced an
update on exploration completed and planned by Sandfire over the
Kalahari Copper Belt Licences, Botswana:
Highlights
-- PL101/2020 - Assays pending for a soil survey with further
surveys planned over copper surface sample anomalies together with
a scheduled Airborne Gravity Gradiometry survey ("AGG") over the
Kuke Prospect
-- Sandfire planned to mobilise a diamond rig to the Kuke
Prospect to drill test a copper soil anomaly coincident with the
Kuke Fault
-- PL100/2020 - Ongoing target generation and a scheduled AGG survey over the licence
-- Sandfire also planned to undertake drilling on this licence
to test the Lower D'kar/Ngwako Pan contact zone which is the
horizon hosting most of the Kalahari Copperbelt deposits
The Company is yet to receive a subsequent update from Sandfire
on the exploration activities during the period on the four
licences subject to the Sandfire Option Agreement. Sandfire has now
notified the Company that it will not be exercising its option
under the Sandfire Option Agreement - please refer to paragraph 7.2
below for further information.
Whilst the exploration to date on the licences which were the
subject of the Sandfire Option Agreement does not currently
indicate prospectivity for a large scale mining operation the Board
believes that there is prospectivity for a smaller to medium sized
mining operation targeting in the range of 5,000 to 10,000 tonnes
of contained copper per annum. Although too small for a large scale
miner a mine of this size would fit very well into the demand for
small to medium mines to help bridge the gap in the predicted
shortfall of copper to meet future projected demand. Once
exploration information has been delivered by Sandfire, the Company
will assess potential in the context of surrounding geology, any
recent copper discoveries and the results of in-house exploration
undertaken by African Pioneer before deciding on the next phase of
exploration.
In addition all the Company's Botswana prospecting licences are
being reviewed by an external geological consultant with specific
expertise of Botswana copper geology and further work will be based
on recommendations generated by the review.
3. Financial Review
3.1 Financial highlights:
-- GBP301K loss after tax (2021: GBP331K)
-- Approximately GBP390K cash at bank at the period end (Dec 2022: GBP72k).
-- Fundraising Debtors GBP414k at 30 June 2023 received post period end
-- The basic and diluted losses per share are summarised in the table below
Loss per share
(pence) 2023 2022
Note
Basic 3 (0.16)p (0.17)p
Note
Diluted 3 (0.13)p (0.15)p
========= ========
-- The net asset value as at 30 June 2023 was GBP 5.24m (31 December 2022 GBP 5.24m)
3.2 Fundraisings:
On 19 June 2023 the Company announced a fundraising of
GBP790,000 at 2.25 pence per Ordinary Share through the issue of
35,111,111 new Ordinary Shares from existing shareholders, new
investors and Directors to facilitate drilling at Ongombo and
exploration in the Kalahari Cu belt. The Company also issued
1,222,222 ordinary shares to settle GBP27,500 of accrued
consultancy fees.
Directors' participation in Fundraising: Three Directors
participated in the Fundraising. Colin Bird, the Company's
Executive Chairman and Christian Cordier, the Company's Commercial
Director through Coreks Super Pty Ltd, a company controlled and
owned by him, have each subscribed GBP50,000 for 2,222,222
Fundraising Shares, and Raju Samtani, the Company's Finance
Director subscribed GBP40,000 for 1,777,778 Fundraising Shares. The
Directors' Share Subscriptions represented in aggregate 17.7 per
cent. of the gross Fundraising proceeds.
3.3 Liquid Investments:
The Company disposed of the remainder of its listed investments
during the period for the sum of GBP441,000 making a profit of
GBP35,000 in order to generate additional liquidity.
4. Corporate Review
4.1 Company Board: The Board of the Company comprises Colin
Bird, Executive Chairman Raju Samtani, Finance Director Christian
Cordier, Business Development Director Kjeld Thygesen, Independent
Non-executive Director James Nicholas Cunningham-Davis,
Non-executive Director
4.2 Listing: The Company was admitted to the Official List
(Standard Segment) and commenced trading on the Main Market for
listed securities of the London Stock Exchange on 1 June 2021 (the
"Listing" or "IPO") .
4.3 Corporate Acquisitions and Group: As previously reported the
Company completed the acquisition of projects based in Namibia,
Zambia, and Botswana and on 27 August 2021 announced that it had
acquired a further 15% interest in its Namibian Projects. During
the period the Company did not make any corporate acquisitions and
as at the period end it owns;
1) 100% of Zamcu Exploration Pty Ltd ("Zamcu"). Zamcu via its
subsidiaries holds a 85 per cent. interest in two Namibia Exclusive
Prospecting Licenses ("EPLs") located within the Matchless
amphibolite Belt of central Namibia (the "Namibian Projects");
2) 80% of African Pioneer Zambia Limited ("APZ") . APZ holds a
100 per cent. interest in five Zambian Prospecting Licenses (PLs)
located in two areas namely the Central Africa Copperbelt
(Copperbelt), which comprises four PLs which are the subject of the
First Quantum Option Agreement and the Zambezi area which comprises
one PL (the "Zambian Projects"); and
3) 100% of Resource Capital Partners Pty Ltd ("RCP"). RCP which
holds a 100 per cent. interest in eight Botswana Prospecting
Licenses ("PLs") located in two areas namely (1) the Kalahari
Copperbelt (KC), which comprises six PLs , four of these six PLs
are the subject of the Sandfire Option Agreement and (2) the
Limpopo Mobile Belt (Limpopo), which comprises two PLs (the
"Botswanan Projects") (together the "Projects") (the
"Subsidiaries") (together the "Group").
4.4 Lock Up and Orderly Market: All the Ordinary Shares issued
to vendors at Listing to acquire Zamcu, APZ and RCP were subject to
a 12 month lock up from the IPO followed by a 12 month orderly
market arrangement.
4.5 First Quantum Option Agreement: The First Quantum Option
Agreement was announced on 20 January 2022 and the highlights of
the agreement are:
-- The four exploration licences the subject of the Option
Agreement are in the highly prospective Central Africa Copperbelt
in northwest Zambia which is the largest and most prolific
mineralized sediment- hosted copper province in the world and are
located less than 100km from First Quantum's giant Sentinel copper
mine.
-- The exploration licenses include geological formations
similar in age and rock type to that hosting the major copper
deposits of the Copperbelt.
-- During the initial 18 month option period First Quantum has
the right but not the obligation to spend US500,000 on each of the
exploration licences 27767-HQ-LEL, 27768-HQ-LEL, 27770-HQ-LEL, and
27771-HQ-LEL (the "First Quantum Projects"). At this stage First
Quantum will not have earned any shares in African Pioneer Zambia,
just the right to proceed to take one or more of the properties
into the First Earn In Period by issuing an Option Exercise
Notice.
-- During the First Earn In Period, First Quantum then has 2
years when it has the right but not the obligation to prepare a
Technical Report in respect of the Zambian Projects demonstrating
an Indicated Mineral Resource of at least 300,000 tonnes of
contained copper (the "Technical Report Requirement"). First
Quantum is to fund the Technical Report. Once the Technical Report
is issued First Quantum has the right to be issued shares equal to
a 51% shareholding in African Pioneer Zambia. This will also
trigger the Second Earn-In Period.
-- In the Second Earn-In Period First Quantum shall have the
right but not the obligation to complete all necessary mining,
metallurgical and development studies to establish a mine at the
Property and make a public announcement that it intends to proceed
towards commercial development of a Mine on the Property (a
"Decision to Mine"). First Quantum is to fund all costs related to
the Decision to Mine. Once First Quantum announces a Decision to
Mine First Quantum has the right to be issued shares in African
Pioneer Zambia to increase their 51% shareholding in African
Pioneer Zambia to 75%.
4.6 Sandfire Option Agreement: The Sandfire Option Agreement was
announced on 4 October 2021 and the highlights of the agreement
are:
-- the option is for two years from 2 October 2021 and relates
to PL 100/2020, PL 101/2020, PL 102/2020 and PL 103/2020.
-- Sandfire paid US$500K and issued 107,272 Sandfire ordinary shares to the Company.
-- Exercise and Option Period: The option can then be exercised
within 2 years of the Option Agreement (the "Option Period") to
acquire the Included Licences for US$1. Sandfire has the right to
extend the Option Period by 1 year by the payment of a US$500,000
option extension fee.
-- Exploration Commitment: Sandfire to fund US$1 million of
exploration expenditure by the Company on the Included Licences
(the "Exploration Commitment") within the Option Period with 60% of
the Exploration Commitment to be on drilling and assay costs and if
the US$1 million is not spent, any shortfall will be paid to
African Pioneer. Sandfire can withdraw from the Option Agreement at
any time after meeting the Exploration Commitment.
-- A Success Payment: a one-off success payment to be paid to
the Company for the first ore reserve reported under JORC Code 2012
edition on the Included Licences which exceeds 200,000 tonnes of
contained copper (the "First Ore Reserve") in the range of US$10
million to US$80 million depending on the amount of contained
copper in the First Ore Reserve (the "Success Payment").
5. Strategy Review
The Company's short to medium term strategic objectives are to
enhance the value of its mineral resource Projects through
exploration and technical studies conducted by the Company or
through joint venture or other arrangements (such as the First
Quantum Option Agreement) with a view to establishing the Projects
can be economically mined for profit. With a positive global
outlook for both base and precious metals, the Directors believe
that the Projects provide a base from which the Company will seek
to add significant value through the application of structured and
disciplined exploration.
6. Outlook
Outlook for Copper: Our assessment of the outlook for copper has
not changed since we reported in the 2022 accounts that during the
second half of 2022 and into 2023 the copper price has recovered
and forecasts for the price of copper and its by-product metals
remain positive in the range of US$10-US$15,000 per tonne. During
the period there was no new major positive news on copper supply so
the outlook for copper supply remains quite pessimistic but we
anticipate and from mid '24 onwards this will lead to both smaller
but profitable mines being developed , and junior mining companies
with good copper resources in reliable jurisdictions becoming
potential targets for acquisitions by major mining companies. As a
result, the Company believes it is well positioned with all its
projects, to take part in a potential acquisition boom or
alternatively to attract financing for its own operations which
might not otherwise have been available.
The major mining companies are seeking new projects for
acquisition and all our projects have the fundamentals which may
attract the attention of larger companies as reflected in the fact
that as reported below under Post Period Events we are in
negotiations with First Quantum in relation to them exercising
their options over certain of the Zambian Projects.
We feel that there is a strong possibility that the current
inflationary pressures and higher interest rates may slow down
stock markets but these conditions will be beneficial for the
smaller metal producers who have historically outperformed under
these economic conditions.
7. Post Period Events
7.1 The Company is in negotiations with First Quantum as to;
a) the basis on which First Quantum will exercise its Option on
exploration Licences XE27767-HQ - LEL and XE27771-HQ - LEL so
commencing the First Earn In Period under the First Quantum Option
Agreement for these two exploration licences. During the First Earn
In Period, First Quantum has 2 years when it has the right but not
the obligation to prepare a Technical Report in respect of the
Zambian Projects demonstrating an Indicated Mineral Resource of at
least 300,000 tonnes of contained copper (the "Technical Report
Requirement"). First Quantum is to fund the Technical Report. Once
the Technical Report is issued First Quantum has the right to be
issued shares equal to a 51% shareholding in African Pioneer
Zambia. This will also trigger the Second Earn-In Period referred
to above; and
b) an extension of the initial option period under the First
Quantum Option Agreement on exploration Licences XE27770HQ - LEL
and XE277768HQ - LEL. During the extended initial period First
Quantum has the right but not the obligation to spend US500,000 and
it is envisioned that during the extended period First Quantum will
fund further work to assess the prospectivity of these two
exploration licences with First Quantum having the right to
exercise its option over these two licences at the end of the
extended initial option period.
7.2 Sandfire has notified the Company that it will not be
exercising its option under the Sandfire Option Agreement and the
Company is awaiting an expenditure report from Sandfire for the
option period so it can review Sandfire's Exploration Commitment
which was to fund US$1 million of exploration expenditure on the
Included Licences (the "Exploration Commitment") within the Option
Period with 60% of the Exploration Commitment to be on drilling and
assay costs . I f the Exploration Commitment is not spent, any
shortfall is due to be paid by Sandfire to African Pioneer.
Sandfire have confirmed that they will provide Exploration
Information that it holds in relation to the Licences .
All the Botswana licences are currently under review by the
Company in cooperation with its external geological consultant with
specific expertise of Botswanan copper geology. The region
represents a significant copper exploration and resource
development destination and as such all exploration ground has
potential strategic importance particularly in the case of African
Pioneer which has several licences in the general area.
Whilst the exploration to date on the licences which were the
subject of the Sandfire Option Agreement does not currently
indicate prospectivity for a large scale mining operation the Board
believes that there is prospectivity for a smaller to medium sized
mining operation targeting in the range of 5,000 to 10,000 tonnes
of contained copper per annum. Although too small for a large scale
miner a mine of this size would fit very well into the demand for
small to medium mines to help bridge the gap in the predicted
shortfall of copper to meet future projected demand.
Once exploration information has been delivered by Sandfire, the
Company will assess potential in the context of surrounding
geology, any recent copper discoveries and the results of in-house
exploration undertaken by African Pioneer before deciding on the
next phase of exploration.
In Namibia the Ongombo Mining Licence has been granted subject
to the completion of the ESIA which is approximately 85% complete
and well within the permitted timeframe for completion and the
Company are now undertaking detailed metallurgical test work, mine
design and mining method design with the objective of leading to a
more detailed financial model and therefore the inclusion of
Modifying Factors that will assist with the conversion of Mineral
Resources to Mineral Reserves.
INTERIM MANAGEMENT REPORT
The Directors are required to provide an Interim Management
Report in accordance with the Financial Conduct Authorities ("FCA")
Disclosure Guidance and Transparency Rules ("DTR"). The Directors
consider the preceding Operational, Financial, Corporate and
Strategy Review of this Half Yearly Financial Report provides
details of the important events which have occurred during the
period and their impact on the financial statements as well as the
outlook for the Company for the remaining six months of the year
ended 31 December 2023.
The following statement of the Principal Risks and
Uncertainties, the Related Party Transactions, the Statement of
Directors' Responsibilities and the Operational, Financial,
Corporate and Strategy Review constitute the Interim Management
Report of the Company for the six months ended 30 June 2023.
Principal Risks and Uncertainties
The principal risks that are specific to the Company were
detailed under this heading in Part 1 Summary of the Company's
prospectus which was published on 26 May 2021 (the "Prospectus")
which is available on the Company's website at
https://africanpioneerplc.com/company-documents-circulars-and-notices/
. Part II Risk factors of the Prospectus provides more details of
risk factors specific and material to the Group and to the Natural
Resources Sector. The Strategic Report in the 2022 Annual Accounts
also provided a detailed summary of the principal risks and
uncertainties faced by the Company, a copy of the 2022 Annual
Accounts are available on the Company's website at
https://africanpioneerplc.com/financial-reports/ .
The Board are of the opinion that these risk factors will
continue to remain unchanged for the forthcoming six-month
period.
The principal risks and uncertainties facing the group are as
follows:
-- There are significant risks associated with any exploration
project and the ability of the Company to explore, develop and
generate operational cashflows from its projects
-- No assurances can be given that minerals will be discovered
in economically viable quantities at the Company's projects
-- Adverse foreign exchange fluctuations
-- Volatility in financial markets and commodity markets
Related Party Transactions during the period
Three Directors participated in the Fundraising announced on 19
June 2023. Colin Bird, the Company's Executive Chairman and
Christian Cordier, the Company's Commercial Director through Coreks
Super Pty Ltd, a company controlled and owned by him, each
subscribed GBP50,000 for 2,222,222 Fundraising Shares, and Raju
Samtani, the Company's Finance Director subscribed GBP40,000 for
1,777,778 Fundraising Shares. The Directors' Share Subscriptions
represented in aggregate 17.7 per cent. of the gross Fundraising
proceeds.
The table below shows the shareholdings of Directors and their
related parties after the Directors' Shae Subscriptions and as at
30 June 2023.
Shareholdings
Prior to Share % at
Director & Position Subscriptions Shares Subscriptions Resultant shareholding 30 June 2023
Colin Bird:
Chairman 21,061,728 2,222,222 23,283,950 10.21%
Raju Samtani:
Finance Director 16,061,728 1,777,778 17,839,506 7.82%
Christian Cordier
Commercial Director 15,000,000 2,222,222 17,222,222 7.55%
Kjeld Thygesen:
Non Executive 200,000 - 200,000 0.09%
James Cunnigham-Davis:
Non Executive - - - Nil
Directors' Letters of Appointment and Service Agreements as
disclosed in the Prospectus, and which remained in force during the
period:
(a) Pursuant to an agreement dated 24 May 2021, the Company
renewed the appointment of James Cunningham-Davis as a Director.
The appointment continues unless terminated by either party giving
to the other 3 months' notice in writing. James Cunningham-Davis is
entitled to director's fees of GBP12,000 per annum for being a
director of the Company plus reasonable and properly documented
expenses incurred during the performance of his duties which will
be invoiced by Cavendish Trust Company Ltd an Isle of Man Trust
Company that James Cunningham-Davis is a founder and managing
director of. James Cunningham-Davis is not entitled to any pension,
medical or similar employee benefits. The agreement replaces all
previous agreements with James Cunningham-Davis and/or Cavendish
Trust Company Ltd in relation to the appointment of James
Cunningham-Davis as a director of the Company.
(b) Pursuant to an agreement dated 24 May 2021, the Company
appointed Kjeld Thygesen as a non-executive Director with effect
from the date of the IPO. The appointment continues unless
terminated by either party giving to the other 3 months' notice in
writing and Kjeld Thygesen is entitled to director's fees of
GBP18,000 per annum for being a director of the Company plus
reasonable and properly documented expenses incurred during the
performance of his duties. Kjeld Thygesen is not entitled to any
pension, medical or similar employee benefits.
(c) Pursuant to an agreement dated 24 May 2021, the Company
renewed the appointment of Colin Bird as a Director. The
appointment continues unless terminated by either party giving to
the other 3 months' notice in writing. Colin Bird is entitled to
director's fees of GBP18,000 per annum for being a director of the
Company plus reasonable and properly documented expenses incurred
during the performance of his duties. Colin Bird is not entitled to
any pension, medical or similar employee benefits. The agreement
replaces all previous agreements with Colin Bird in relation to his
appointment as a director of the Company.
(d) Pursuant to a consultancy agreement dated 24 May 2021, the
Company has, with effect from the date of the IPO, appointed Colin
Bird as a consultant to provide technical advisory services in
relation to its current and future projects including but not
limited to assessing existing geological data and studies, existing
mine development studies and developing exploration programs and
defining the framework of future geological and mine study reports
(the "Colin Bird Services"). The appointment continues unless
terminated by either party giving to the other 3 months' notice in
writing. Colin Bird is entitled to fees of GBP3,500 per month for
being a consultant to the Company plus reasonable and properly
documented expenses incurred during the performance of the Colin
Bird Services.
(e) Pursuant to an agreement dated 24 May 2021, the Company
renewed the appointment of Raju Samtani. The appointment continues
unless terminated by either party giving to the other 3 months'
notice in writing. Raju Samtani is entitled to director's fees of
GBP18,000 per annum for being a director of the Company plus
reasonable and properly documented expenses incurred during the
performance of his duties. Raju Samtani is not entitled to any
pension, medical or similar employee benefits. The agreement
replaces all previous agreements with Raju Samtani in relation to
his appointment as a director of the Company.
(f) Pursuant to a consultancy agreement dated 24 May 2021, the
Company has ,with effect from the date of Admission, appointed Raju
Samtani as a financial consultant to provide financial advisory
services to the Company (the "Raju Samtani Services"). The
appointment continues unless terminated by either party giving to
the other 3 months' notice in writing. Raju Samtani is entitled to
fees of GBP2,667 per month for being a consultant to the Company
plus reasonable and properly documented expenses incurred during
the performance of the Raju Samtani Services.
(g) Pursuant to an agreement dated 24 May 2021, the Company
appointed Christian Cordier as a Director with effect from the date
of Admission. The appointment continues unless terminated by either
party giving to the other 3 months' notice in writing. Christian
Cordier is entitled to director's fees of GBP18,000 per annum for
being a director of the Company plus reasonable and properly
documented expenses incurred during the performance of his duties.
Christian Cordier is not entitled to any pension, medical or
similar employee benefits.
(h) Pursuant to a consultancy agreement dated 24 May 2021, with
Mystic Light Pty Ltd a personal service company of Christian
Cordier the Company has secured the services of Christian Cordier,
with effect from the date of the IPO, as a business development
consultant to provide business development l advisory services to
the Company in relation to its existing and future projects (the
"Christian Cordier Services"). The appointment continues unless
terminated by either party giving to the other 3 months' notice in
writing. Mystic Light Pty Ltd is entitled to fees of GBP1,000 per
month for providing the Christian Cordier Services plus reasonable
and properly documented expenses incurred during the performance of
the Christian Cordier Services.
(i) The Company entered into a contract, dated first August 2013
with Lion Mining Finance Limited ("LMF") a company controlled by
Colin Bird, under which LMF provides administrative services to the
Company for GBP 750 plus VAT per calendar month
Related Party transactions described in the annual report to 31
December 2022
Other than disclosed above and the intra group loans made by
Company to its subsidiaries to finance their ongoing activities
there have been no changes in the related parties transactions
described in the annual report for the year ended 31 December 2022
that could have a material effect on the financial position or
performance of the Company in the first six months of the current
financial year.
Responsibility Statement
The Directors, whose names and functions are set out in this
report under the heading Company Board, are responsible for
preparing the Unaudited Interim Condensed Consolidated Financial
Statements in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority ('DTR') and with International Accounting Standard 34 on
Interim Financial reporting (IAS34). The Directors confirm that, to
the best of their knowledge, this Unaudited Interim Condensed
Consolidated Report, which has been prepared in accordance with
IAS34, gives a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group and the interim
management report includes a fair review of the information
required by DTR 4.2.7 R and by DTR 4.2.8 R, namely:
-- an indication of key events occurred during the period and
their impact on the Unaudited Interim Condensed Consolidated
Financial Statements and a description of the principal risks and
uncertainties for the second half of the financial year; and
-- material related party transactions that have taken place
during the period and that have materially affected the financial
position or the performance of the business during that period.
For and on behalf of the Board of Directors
Colin Bird
Executive Chairman
29 September 2023
African Pioneer Plc
Colin Bird +44 (0) 20 7581
Executive Chairman 4477
Beaumont Cornish (Financial Adviser)
Roland Cornish/Asia Szusciak +44 (0) 20 7628 3396
Novum Securities Limited (Broker)
Jon Belliss +44 (0) 20 7399 9400
or visit https://africanpioneerplc.com/
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
UK Domestic Law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR").
Group Statement of Profit and Loss
For the six months ended 30 June 2023
Notes Unaudited Unaudited
Six months Six months
ended ended
30 June 30 June
2023 2022
GBP GBP
Income
Dividend receivable - 911
Realised gain on sale of investments 34,799 -
Unrealised gain/(loss) on investments - (119,857)
------------ ------------
Total income (34,799) (118,946)
Operating expenses (336,176) (211,960)
Group operating loss (301,377) (330,906)
Interest costs (3) -
Loss before taxation (301,380) (330,906)
Taxation - -
------------ ------------
Loss for the period (301,380) (330,906)
============ ============
Loss per share (pence)
Basic 3 (0.16)p (0.17)p
Diluted 3 (0.13)p (0.15)p
========= ========
Group Statement of Other Comprehensive Income
For the six months ended 30 June 2023
Unaudited Unaudited
Six months Six months
ended ended
30 June 30 June
2023 2022
GBP GBP
Other comprehensive income :
Loss for the period (301,380) (330,906)
Items that may be reclassified to profit
or loss:
Foreign currency reserve movement (25) (18,209)
------------ ------------
Total comprehensive loss for the period (301,405) (349,115)
------------ ------------
Attributable
------------ ------------
Owners of the Company (301,405) (349,115)
Non-controlling interest - -
------------ ------------
(301,405) (349,115)
============ ============
GROUP STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2023
Share Capital Retained Foreign Warrant Non Total
capital contribution earnings exchange reserve Controlling equity
reserve interest
GBP GBP GBP GBP GBP GBP GBP
Unaudited - six
months ended 30 June
2023
---------- -------------- ------------- ---------- --------- ------------- ----------
Balance at 1 January
2023 5,475,204 - ( 949,716) 2,083 23,901 687,348 5,238,820
---------- -------------- ------------- ---------- --------- ------------- ----------
Current period loss - - (301,380) (25) - - (301,405)
Total comprehensive
loss for the period - - (301,380) (25) - - (301,405)
Share based payment
charge (7,129) - - - 7,129 - -
Net proceeds from
shares issued 746,100 - - - - - 746,100
Balance at 30 June
2023 6,214,175 - (1,2512,096) 2,058 31,030 687,348 5,683,515
Unaudited - six
months ended 30 June
2022
Balance at 1 January
2022 5,490,271 - (156,622) 34,339 8,834 687,348 6,064,170
Current period loss - - (330,906) (18,209) - - (349,115)
Total comprehensive
loss for the period - - (330,906) (18,209) - - (349,115)
Share based payment
charge (7,572) - - - 7,572 - -
As at 30 June 2022 5,482,699 - (487,528) 16,130 16,406 687,348 5,715,055
Group Statement of Financial Position
As at 30 June 2023
Unaudited Audited
30 31
June December
2023 2022
Notes GBP GBP
ASSETS
Non-current assets
Exploration and evaluation assets 6 5,235,797 5,112,856
------------ ----------
Total non-current assets 5,235,797 5,112,856
------------ ----------
Current assets
Trade and other receivables 21,785 11,023
Fundraising debtor 414,600 -
Cash and cash equivalents 389,519 71,674
Available -for-sale investments 4 - 395,750
------------ ----------
Total current assets 825,904 478,447
------------ ----------
TOTAL ASSETS 6,061,701 5,591,303
------------ ----------
LIABILITIES
Current liabilities
Trade and other payables 255,964 230,260
Taxation 122,222 122,222
Total current liabilities 378,186 352,482
------------ ----------
NET CURRENT ASSETS 447,718 125,965
------------ ----------
Non-current liabilities
Loans - -
------------ ----------
Total non-current liabilities - -
------------ ----------
TOTAL LIABILITIES 378,186 352,482
------------ ----------
NET ASSETS 5,683,515 5,238,820
============ ==========
EQUITY
Share capital 7 6,214,175 5,475,204
Warrant reserve 31,030 23,901
Foreign exchange reserve 2,058 2,083
Retained earnings (1,251,096) (949,716)
------------ ----------
4,996,167 4,551,472
------------ ----------
Non controlling interest 687,348 687,348
------------ ----------
TOTAL EQUITY 5,683,515 5,238,820
============ ==========
Group Statement of Cash Flows
For the six months ended 30 June 2023
Unaudited Unaudited
Six months Six months
ended ended
30 June 30 June
2023 2022
GBP GBP
Cash flows from operating activities
Loss before tax (301,380) (330,906)
Adjustments for:
Dividends received - (911)
(Gain)/Loss on sale of investments 34,799 -
Unrealised loss/(gain) on investments - 119,857
(Increase)/decrease in receivables (425,362) (17,693)
Increase in payables 25,704 109,223
Net cash inflow from operating activities (666,239) (120,430)
----------- -----------
Cash flows from/(used) in investing activities
Dividends received - 911
Net movement in Investments held 360,950 -
Purchase of Exploration and Evaluation
assets (122,941) (291,156)
----------- -----------
238,009 (290,245)
----------- -----------
Cash flows from financing activities
Proceeds from Issue of shares, net of
issue costs 746,100 -
Shares issued to acquire subsidiaries - -
----------- -----------
746,100 -
----------- -----------
(Decrease)/Increase in cash 317,870 (410,675)
Effect of foreign exchange rate changes (25) (18,210)
Cash and cash equivalents at beginning
of period 71,674 1,190,979
Cash and cash equivalents at end of period 389,519 762,094
=========== ===========
Notes to the interim financial information
For the six months ended 30 June 2023
1. General information
This financial information is for African Pioneer Plc ("the
Company") and its subsidiary undertakings. The principal activity
of African Pioneer Plc (the 'Company') and its subsidiaries
(together the 'Group') is the development of natural resources
exploration projects in Sub-Saharan Africa. The Company is a public
limited company and was listed on to the Official List (Standard
Segment) and commenced trading on the Main Market for listed
securities of the London Stock Exchange on 1 June 2021. The Company
is domiciled in the Isle of Man and was incorporated on 20th July
2012 under the Isle of Man Companies Act 2006 with company
registration number 00859IV, and with registered address being 34
North Quay, Douglas, Isle of Man, IM1 4LB.
2. Basis of preparation
The unaudited interim financial information set out above,
which incorporates the financial information of the Company
and its subsidiary undertakings (the "Group"), has been prepared
using the historical cost convention and in accordance with
International Financial Reporting Standards ("IFRS").
These interim results for the six months ended 30 June 2023
are unaudited and do not constitute statutory accounts as
defined in section 434 of the Companies Act 2006. The financial
statements for the year ended 31 December 2022 were audited
and the auditors' report on those financial statements was
unqualified and contained a material uncertainty pertaining
to going concern.
The same accounting policies, presentation and methods of
computation have been followed in these unaudited interim
financial statements as those which were applied in the preparation
of the company's annual financial statements for the year
ended 31 December 2022.
The interim consolidated financial information incorporates
the financial statements of African Pioneer Plc and its subsidiaries.
Going concern basis of accounting
The Group made a loss from all operations for the six months
ended 30 June 2023 after tax of GBP301,000 (2022: GBP331,000),
had negative cash flows from operations and is currently not
generating revenues. During the period, on 19 June 2023 the
Company raised GBP790,000 (gross). On 30 June 2023 Cash and
cash equivalents were GBP390,000 and monies due from the capital
raise were GBP414,000. The GBP414,000 has been received post
the period end. An operating loss is expected in the year
subsequent to the date of these accounts and as a result the
Company will need to raise funding to provide additional working
capital to finance its ongoing activities. Management has
successfully raised money in the past, but there is no guarantee
that adequate funds will be available when needed in the future.
Based on the Board's assessment that the Company will be able
to raise additional funds, as and when required, to meet its
working capital and capital expenditure requirements, the
Board have concluded that they have a reasonable expectation
that the Group can continue in operational existence for the
foreseeable future. For these reasons the financial statements
have been prepared on the going concern basis, which contemplates
continuity of normal business activities and the realisation
of assets and discharge of liabilities in the normal course
of business.
The management team has successfully raised funding for exploration
projects in the past, but there is no guarantee that adequate
funds will be available when needed in the future.
There is a material uncertainty relating to the conditions
above that may cast significant doubt on the Group's ability
to continue as a going concern and therefore the Group may
be unable to realise its assets and discharge its liabilities
in the normal course of business.
This financial report does not include any adjustments relating
to the recoverability and classification of recorded assets
amounts or liabilities that might be necessary should the
entity not continue as a going concern.
3. Earnings per share
Unaudited Unaudited
30 30
June June
2023 2022
GBP GBP
(Loss) attributable to equity holders of
the Company (301,380) (330,906)
Weighted average number of shares 191,908,586 191,707,845
Weighted average number of shares and warrants 229,640,660 227,181,925
Basic loss per ordinary share (0.16)p (0.17)p
Diluted loss per ordinary share (0.13)p (0.15)p
The use of the weighted average number of shares in issue in
the period recognises the variations in the number of shares
throughout the period and is in accordance with IAS 33.
4. Investments
The company has adopted the provisions of IFRS9 and has elected
to treat all available for sale investments at fair value
with changes through the profit and loss.
Available-for-sale investments under IFRS9 are initially measured
at fair value plus incidental acquisition costs. Subsequently,
they are measured at fair value in accordance with IFRS 13.
This is either the bid price or the last traded price, depending
on the convention of the exchange on which the investment
is quoted. All gains and losses are taken to profit and loss.
The Company's intention following its Listing is not to purchase
any new investments and to hold its residual portfolio as
realisable investments as a source of liquidity to cover explorations
costs and general overheads of the Company.
5. Acquisition of subsidiaries
Acquisition of Zamcu Exploration Pty Limited (Namibian Projects)
On 1 June 2021 the Company completed the acquisition of 100%
of Zamcu Exploration Pty Ltd ("Zamcu"), which via its subsidiaries,
holds a 70 per cent. interest in two Namibian Exclusive Prospecting
Licenses ("EPLs") comprising the Ongombo and Ongeama projects,
located within the Matchless amphibolite Belt of central Namibia
that hosts copper-gold mineralization. On 27 August 2021 the
Company entered into an agreement to acquire a further 15%
interest in its Ongombo Project and Ongeama Project in Namibian
(the "Namibian Projects") increasing its interest in the Namibian
Projects to 85%
The fair value of the assets and liabilities acquired were
as follows:
GBP
Consideration
Equity consideration
* Ordinary shares (issued) 687,500
Cash consideration 149,149
--------
836,649
Fair value of assets and
liabilities acquired
-
* Assets
* Liabilities (262)
--------
(262)
Deemed fair value of
exploration assets acquired 836,911
Additional 15% acquired 331,240
----------
Total 85% acquisition value 1,168,151
----------
Attributable to non-controlling
interest 206,098
----------
Gross fair value of exploration
assets acquired 1,374,249
----------
Acquisition of African Pioneer Zambia Limited ("APZ") (Zambia
Projects)
On 1 June 2021 the Company completed the acquisition of 80% of
APZ, which holds a 100 per cent. interest in five Zambian Prospecting
Licenses (PLs) located in two areas namely (i) the Central Africa
Copperbelt (Copperbelt), which is the largest and most prolific
mineralized sediment- hosted copper province known on Earth and
which comprises four PLs and (ii) the Zambezi area located within
the Zambezi Belt of southern Zambia that hosts a lower Katanga
Supergroup succession which, although less studied than its northern
counterpart, also hosts a number of Copperbelt-style occurrences
and which comprises one PL
The fair value of the assets and liabilities acquired were as
follows:
Oct 2020
GBP
Ordinary shares (issued) 1,925,000
Fair value of assets and
liabilities acquired
* Assets 743
* Loan for exploration licenses (41,205)
-------------
(40,462)
Deemed fair value of
exploration assets acquired 1,965,462
Attributable to non-controlling interest 481,250
Gross fair value of exploration assets acquired 2,446,712
Resource Capital Partners Pty Ltd ("RCP") (Botswana Projects
)
On 1 June 2021 the Company completed the acquisition of 100% of
Resource Capital Partners Pty Ltd ("RCP"), which holds a 100 per
cent. interest in eight Botswana Prospecting Licenses ("PLs")
located in two areas namely (i) the Kalahari Copperbelt (KC) that
contains copper-silver mineralisation and which is generally stratabound
and hosted in metasedimentary rocks that have been folded, faulted
and metamorphosed to greenschist facies during the Damara Orogeny
and which comprises six PLs and (ii) the Limpopo Mobile Belt ("Limpopo")
set within the Motloutse Complex of eastern Botswana, a transitional
boundary between the Zimbabwe Craton to the north and the Limpopo
Mobile Belt to the south which comprises two PLs;
The fair value of the assets and liabilities acquired were as
follows:
Oct 2020
GBP
Consideration
Equity consideration
* Ordinary shares (issued) 350,000
Fair value of assets and liabilities
acquired
-
* Assets
-
* Liabilities
--------------
-
Deemed fair value of
exploration assets acquired 350,000
==============
6. Exploration and evaluation assets
30 June 2023 31 Dec 2022
GBP GBP
Balance at beginning of 4,432,962
period 5,112,856 -
Acquisitions during the - -
period
Exploration expenditure
in period 122,941 679,894
Carried forward
at end of period 5,235,797 5,112,856
============= ============
6.1. Exploration assets
The Company's principal business is to explore opportunities
within the natural resources sector in Sub-Saharan Africa, with a
focus on base and precious metals including but not limited to
copper, nickel, lead and zinc. The Company has acquired the Namibia
Projects, Zambia Projects and Botswana Projects (see Note 5 for
details):
On 16 May 2023 the Company announced an updated Indicated and
Inferred Mineral Resource Estimate for the Ongombo copper project
in Namibia, was completed by independent consultants Addison Mining
Services ("AMS"). AMS has highlighted a number of areas both
down-plunge and down-dip of defined mineralisation where the
external consultant believes the delineation of further
mineralisation is extremely likely. In addition, a large proportion
of the drilling and assaying undertaken on the East-Ost Shoot did
not assay for gold. Therefore, AMS also indicates that scope for a
further increase in the Cu Eq grade of the East - Ost Shoot is
likely once infill or twin drilling is undertaken. This is
potentially significant as the East-Ost Shoot is notably thicker
than the Central Shoot and offers an easier more efficient mining
target than the narrower Central Shoot. Addition of gold at East -
Ost Shoot may increase the global resource tonnage as the addition
of further value will increase the Cu Eq grade above the 1% cu
cut-off currently being used for resource estimation.
The Company's' main focus during the period was on evaluating
and advancing its 85% owned Namibian Projects and those Zambian and
Botswana Projects which are not the subject of either the First
Quantum Option Agreement or the Sandfire Option Agreement described
at paragraphs 4.5 and 4.6 of the Corporate Review above.
6.2. Exploration assets accounting policy
Exploration, evaluation and development expenditure incurred is
accumulated in respect of each identifiable area of interest. These
costs are only carried forward to the extent that they are expected
to be recouped through the successful development of the area or
where activities in the area have not yet reached a stage which
permits reasonable assessment of the existence of economically
recoverable reserves. Accumulated costs in relation to an abandoned
area are written off in full in the year in which the decision to
abandon the area is made. When production commences, the
accumulated costs for the relevant area of interest are transferred
to development assets and amortised over the life of the area
according to the rate of depletion of the economically recoverable
reserves. A regular review is undertaken of each area of interest
to determine the appropriateness of continuing to carry forward
costs in relation to that area of interest.
7. Share Capital
The share capital of African Pioneer Plc consists only of fully
paid ordinary shares with no par value. All shares are equally
eligible to receive dividends and the repayment of capital and
represent one vote at shareholders' meetings of the Company.
30 June 2023
Number GBP
Authorised:
1,000,000,000 ordinary shares of no 1,000,000,000 n/a
par value
30 June 2023
Number Share
Group of shares capital
GBP
----------------------------------------------------- ------------- ---------
As at 1 January 2023 191,707,845 5,475,204
------------- ---------
Shares issued during the period 36,333,333 817,500
Share issue costs (71,400)
Share based payment charge - (7,129)
As at 30 June 2023 228,041,178 6,214,175
------------- ---------
Movement in shares issued during the period
Shares issued from placing and subscription 35,111,111 790,000
Adviser's fees settled by shares 1,222,222 27,500
Total 36,333,333 817,500
------------- ---------
The Company issued the following warrants during the period
On 23 January 2023 the Company announced that in aggregate,
16,850,000 options over ordinary shares of no par value in the
capital of the Company ("Ordinary Shares") have been granted fully
vested pursuant to the Executive Share Option Scheme (the
"Options"). Of the 16,850,000 Options, 6,600,000 have been awarded
to directors of the Company, as detailed further below and the
balance of 10,250,000 to other eligible participants. The exercise
price is at 4.5p with an expiry date of 22 January 2033 and the
vesting conditions upon being granted. The Company has not
previously issued any Options.
Directors No. of Options
Colin Bird Executive Chairman 5,000,000
Raju Samtani 600,000
Christian Cordier 500,000
Kjeld Thygesen 500,000
Total Directors 6,600,000
The Company also issued further warrants during the period in
line with the fundraising as follows
Number Date granted Exercise Expiry Vesting conditions
price
30 Jun
1,755,556 30/06/2023 2.25p 26 upon being granted
On 19 June 2023 the Company announced a GBP790,000 fundraising
before expenses (the "Fundraising") at 2.25 pence per Ordinary
Share through the issue of 35,111,111 new Ordinary Shares (the
"Fundraising Shares") The Fundraising comprised of a placing of
18,444,444 Fundraising Shares raising GBP415,000 via the Company's
broker Novum Securities Limited, and the Company arranged share
subscriptions for 16,666,667 Fundraising Shares raising GBP375,000.
The Company also issued 1,222,222 ordinary shares at the
Fundraising price to settle GBP27,500 of accrued consultancy
fees.
8. Concert party
At the period end the concert party, as defined and further
details of which were disclosed in the Company's prospectus
dated 26 May 2021, held an aggregated interest of 45.3%.
9. Subsequent events
On 29 August 2023 Wilhelm Shali a member of the concert party
sold 3,333,335 ordinary shares of no par value each in the Company
("Shares") ("Share Sale") at 1.8 pence per Share reducing his
shareholding in the Company to 3,657,817 Shares representing
1.6% of the Company's issued share capital ("Total Voting Rights").
Of the Shares sold by Wilhelm Shali 2,222,223 Shares representing
in aggregate 0.97% of the Total Voting Rights were acquired
by the Company's Directors Colin Bird (833,334 Shares for GBP15,000),
Raju Samtani (555,556 Shares for GBP10,000) and Kjeld Thygesen
(833,334 Shares for GBP15,000) ("Directors' Share Purchases").
As a result of the Share Sale and the Directors' Share Purchases,
the aggregated Concert Party interest has been reduced from
45.3% to 44.8%.
The table below shows the shareholdings of Directors and their
related parties and their shareholdings as a percentage of Total
Voting Rights following the Directors' Share Purchases as at the
date of these accounts:
Shareholdings
Directors' Resultant %
Director & Position Current Share Purchases shareholding of TVR
Colin Bird 23,283,950 833,334 23,283,950 10.58%
Raju Samtani 17,839,506 555,555 17,839,506 8.07%
Christian Cordier 17,222,222 - 17,222,222 7.55%
Kjeld Thygesen 200,000 833,334 1,033,334 0.45%
James Cunningham-Davis - - - Nil
As disclosed in the Operational, Financial, Corporate and
Strategy reviews accompanying these unaudited accounts for the six
month period ended 30 June 2023:
-- The Company is in negotiations with First Quantum as to;
a) the basis on which First Quantum will exercise its Option on
exploration Licences XE27767-HQ - LEL and XE27771-HQ - LEL so
commencing the First Earn In Period under the First Quantum Option
Agreement for these two exploration licences. During the First Earn
In Period, First Quantum has 2 years when it has the right but not
the obligation to prepare a Technical Report in respect of the
Zambian Projects demonstrating an Indicated Mineral Resource of at
least 300,000 tonnes of contained copper (the "Technical Report
Requirement"). First Quantum is to fund the Technical Report. Once
the Technical Report is issued First Quantum has the right to be
issued shares equal to a 51% shareholding in African Pioneer
Zambia. This will also trigger the Second Earn-In Period referred
to above; and
b) an extension of the initial option period under the First
Quantum Option Agreement on exploration Licences XE27770HQ - LEL
and XE277768HQ - LEL. During the initial period First Quantum has
the right but not the obligation to spend US500,000 and it is
envisioned that during the extended period First Quantum will fund
further work up to assess the prospectivity of these two
exploration licences with First Quantum having the right to
exercise its option over these two licences at the end of the
extended initial option period .
-- Sandfire has notified the Company that it will not be
exercising its option under the Sandfire Option Agreement and the
Company is awaiting an expenditure report from Sandfire for the
option period so it can review Sandfire's Exploration Commitment
which was to fund US$1 million of exploration expenditure on the
Included Licences (the "Exploration Commitment") within the Option
Period with 60% of the Exploration Commitment to be on drilling and
assay costs . I f the Exploration Commitment is not spent, any
shortfall is due to be paid by Sandfire to African Pioneer.
Sandfire have confirmed that they will provide Exploration
Information that it holds in relation to the Licences .
The Botswana licences are currently under review by the Company
in cooperation with its external geological consultant with
specific expertise of Botswanan copper geology. The region
represents a significant copper exploration and resource
development destination and as such all exploration ground has
potential strategic importance particularly in the case of African
Pioneer which has other licences in the general area.
Whilst the exploration to date on the licences which were the
subject of the Sandfire Option Agreement does not currently
indicate prospectivity for a large scale mining operation the Board
believes that there is prospectivity for a smaller to medium sized
mining operation targeting in the range of 5,000 to 10,000 tonnes
of contained copper per annum. Although too small for a large scale
miner a mine of this size would fit very well into the demand for
small to medium mines to help bridge the gap in the predicted
shortfall of copper to meet future projected demand.
Once exploration information has been delivered by Sandfire, the
Company will assess potential in the context of surrounding
geology, any recent copper discoveries and the results of in-house
exploration undertaken by African Pioneer before deciding on the
next phase of exploration.
Other than the matters above no significant events have occurred
subsequent to the reporting date that would have a material impact
on the consolidated financial statements.
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END
IR LKLFLXKLBBBZ
(END) Dow Jones Newswires
September 29, 2023 08:12 ET (12:12 GMT)
African Pioneer (LSE:AFP)
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부터 10월(10) 2024 으로 11월(11) 2024
African Pioneer (LSE:AFP)
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부터 11월(11) 2023 으로 11월(11) 2024
