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Bushveld Minerals Limited  -  BMN   

2017 Audited Annual Financial Results

Released 11:54 15-Aug-2017

RNS Number : 0499O
Bushveld Minerals Limited
15 August 2017
 

Bushveld Minerals Ltd

("Bushveld" or the "Company")

2017 Audited Annual Financial Results

Bushveld Minerals Limited (AIM: BMN), the vanadium producing company with a diversified projects portfolio of tin and coal assets in Southern Africa, is pleased to announce its audited annual financial results for the year ended 28 February 2017.

The full 2017 Annual Report is now available on the Company's website at the following link: http://bushveldminerals.com/financialreports.aspx

A printed copy of the 2017 Annual Report will be posted to the Company's shareholders as per individual request. A copy of the Notice of the Annual General Meeting to be held at 18-20 Le Pollet, St Peter Port, Guernsey GY1 1WH at 11 a.m. on Tuesday 12th September 2017 has also been posted to all shareholders.

 

Highlights/Key Achievements

Bushveld Vanadium

·     In partnership with Yellow Dragon Holdings Limited, the Company completed, on 6 April 2017, the acquisition of a 78.8% interest in Strategic Minerals Corporation ("SMC"), which owns the primary vanadium mining and processing company Vametco Alloys (Proprietary) Limited ("Vametco") in South Africa.

·     Signed cooperation Agreement between the Industrial Development Corporation of South Africa ("IDC") and Bushveld Energy Limited ("Bushveld Energy", a subsidiary of Bushveld Minerals Limited) for the joint development of market opportunities for Vanadium Redox Flow Batteries ("VRFBs") in Africa.

·     Completed a techno-economic study on the manufacturing of electrolyte in South Africa.

·     Completed a market study for VRFBs in Africa.

·     Completed the Acquisition of the Brits Vanadium Project from Sable Metals Limited.

Greenhills Resources

·     Completed the Acquisition of a 49.5% interest in Dawnmin Africa Limited ("Dawnmin"), which holds an 85% interest in the Uis Tin Project in Namibia.

Lemur Resources

·     Signed a Memorandum of Understanding ("MoU") with Sinohydro, a subsidiary of PowerChina for the development of a 60MW coal-fired power plant based at Lemur Resources' (a Bushveld Minerals subsidiary) Imaloto Coal Project in Madagascar.



 

 

Enquiries: info@bushveldminerals.com

Bushveld Minerals Limited

Fortune Mojapelo                                                                                           +27 (0) 11 268 6555

 

Strand Hanson Limited (Nominated Adviser)

James Harris / Ritchie Balmer / Jack Botros                                          +44 (0) 20 7409 3494

 

Beaufort Securities (Joint broker)

Jon Bellis                                                                                                             +44 (0) 20 7382 8300

 

SP Angel Corporate Finance (Joint broker)

Ewan Leggat                                                                                                       +44 (0) 20 3470 0470

 

Blytheweigh (Public Relations)

Tim Blythe / Camila Horsfall                                                                       +44 (0) 20 7138 3204

Gabriella von llle                                                                                             +27 (0) 711 121 907

 

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulations (EU) No. 596/2014.

 

About Bushveld Minerals Limited

Bushveld Minerals is a diversified AIM listed mineral development company with a portfolio of vanadium, iron ore, tin and coal greenfield assets in Southern Africa and Madagascar.  The Company's flagship platform, the vanadium platform, includes the Mokopane Vanadium Project, the Brits Vanadium Project, and the Bushveld Iron Ore & Titanium Project. The tin platform comprises the Mokopane Tin Project whereas the Imaloto Coal Project, which is being developed as one of Madagascar's leading independent power producers, makes up the Company's coal platform.

The Company's vision is to become the largest low cost integrated primary vanadium producer through owned low-cost high-grade assets. This incorporates development and promotion of the role of vanadium in the growing global energy storage market through Bushveld Energy, the Company's energy storage solutions provider. Whilst the demand for vanadium remains largely anchored in a slow growing steel industry, Bushveld Minerals believes there is a strong potential for imminent significant global vanadium demand surge from the fast-growing energy storage market, particularly through the use and adoption of Vanadium Redox Flow Batteries.

Bushveld Minerals' approach to project development recognises that whilst attractive project economics are imperative, they are insufficient to secure capital to bring them to account. A clear path to production with a visible timeframe, low capex requirements and scalability are important factors in retaining an attractive exit option. This philosophy is core to the Company's strategy in developing projects. Detailed information on the Company and progress to date can be accessed on the website: www.bushveldminerals.com

Chairman's Statement

I am delighted to present the Annual Financial Statements of Bushveld Minerals for the year ended 28 February 2017. I am particularly pleased to be doing this at a transformational point in the Company's development, as we transition from a junior exploration company to a producing company. Though commodity markets have markedly recovered since the lows of 2015/16, capital markets remain challenging particularly for junior miners for whom access to capital continues to be largely constrained.

We articulated a commodity-focused platform strategy in 2014 based on which we would develop each of the Company's three platforms, comprising Bushveld Vanadium, Greenhills Resources and Lemur Resources, with a view to building each on a path to independent existence with dedicated resources. At the same time we outlined our intention to prioritise vanadium as the flagship of the Company. Finally, we outlined four key pillars guiding the development of our projects, being (a) choosing commodities with a positive market outlook; (b) developing assets with a low cost curve positioning; (c) executing a clear realisable path to production and, thus, cash flows and finally (d) ensuring scalability.

I am pleased to report that the Company has been disciplined and consistent in delivering on this strategy. Each of the three platforms has made strides in realising its objectives. At Lemur Resources, the efforts to secure an Independent Power Producer licence for the project continue apace and we hope that the licence will be agreed shortly. I am encouraged to see the prominence and attention given to the Lemur Power Project by the government, including the Presidency of Madagascar at the recent Madagascar Investment Conference hosted by the South African Government in Pretoria during mid-June 2017. The power project will provide a captive market for the Imaloto Coal Project and see the planned project capital investment grow from an initial estimate of US$16m to over US$200m.

Meanwhile, the acquisition of a 49.5% interest in the Uis Tin Project provides Greenhills with the critical mass necessary for a stand-alone tin platform. The fact that the Uis Tin Project comes with a mining licence and a pilot plant that can be refurbished is an additional benefit that allows the project path to production to be accelerated. Efforts to list the Greenhills Resources platform separately are now well underway and expected to be completed during the next financial year.

It is in the flagship vanadium platform, however, that the most progress has been made. Most notable is the completion of the acquisition on the 6 April 2017, by Bushveld Vametco Limited (BVL), co-owned 45:55 with Yellow Dragon Holdings Limited, of the primary vanadium mining and processing company, Vametco Alloys (Proprietary) Limited. The Company also competed the acquisition of the Brits Vanadium Project, the development project which potentially hosts a significant strike extension of the current Vametco mine ore body. The acquisition of Vametco could not have been completed at a better time, with vanadium prices on a solid upward trajectory. Vametco is a quality low-cost producer with a sound financial position that has allowed us to use a significant amount of debt funding for the acquisition. That BVL has been able to pay back all the external debt and facilitate a BEE transaction for Vametco within four months of the completion of the transaction is testament to the strong balance sheet and cash-generation capacity of this important asset. In acquiring Vametco, BVL has not only acquired a quality operating mine and processing facility, but a management team with extensive experience in the vanadium industry combining more than 100 years of industry experience. In addition, the management team has worked on every one of the primary vanadium-processing plants in South Africa.

This intellectual capital will be important as we look to grow the combined Bushveld vanadium platform from its current 3.5% market share of the global vanadium supply to a share projected at more than 10% in the next three to five years.

I am also pleased to note the significant progress made by Bushveld Energy in establishing the market opportunity for vanadium redox flow batteries in Africa. Bushveld Energy has established an invaluable working relationship with its local partner, the Industrial Development Corporation of South Africa. Through delivery on our agreed objectives, we are on plan to vindicate the IDC's choice of large-scale energy storage as one of the significant new industries to support in South Africa. I look forward to seeing continued progress on what has been achieved to date over the course of the coming year.

All this progress is praiseworthy. It happens, however, amidst a time of significant uncertainty in the global political and economic sphere. The UK Brexit vote, US elections and elections in France where there was much at stake in terms of the future direction of these important economies, all contributed to an environment of general political and economic uncertainty. In South Africa, 2017 is an important year for the African National Congress (the country's ruling political party), which holds its congress to elect a new national leader at the end of the year. This elective congress promises to be a highly contested leadership race. It comes at a time when the ruling party has lost considerable ground to opposition parties and is facing significant internal divisions, with threats of alliances breaking away amid public outcry over allegations of state capture and corruption. The significance of this lies in the nature of South Africa's constitutional democracy, with the party that wins the elections appointing the president of the country.

The South African government recently attempted to gazette a new Mining Charter, placing greater obligations on mining companies. It proposes greater representation of historically disadvantaged persons in procurement opportunities, shareholding, management and the board composition of mining companies. The Mining Charter has, however, since been suspended pending an outcome of legal challenges brought by the South African Chamber of Mines.

An important antidote to this uncertainty, however, has to be a sound and functional democratic system within which the politics play out. This presents a source of confidence in the long-term investment case of South African based projects. South Africa enjoys a constitutional democratic order that is sound and effective and is underpinned by an effective independent judiciary and chapter 9 institutions such as the Public Protector.

Geology plays a significant part in primary vanadium producers' resource bases. South Africa has the largest and best quality primary vanadium resource base of any nation. As a consequence Bushveld Minerals is well positioned as it develops its integrated vanadium platform. Moreover, with over 90% of its costs being Rand denominated and more than 95% of its forecast revenues being foreign currency denominated, Bushveld has a natural hedge against any deterioration of local economic conditions, in addition to its already low cost curve positioning.

As the Company continues in its quest to become a significant vanadium producer and undertakes the listing of Greenhills Resources, it will see the already lean management team stretched across the two distinct platforms, imposing the need for more human capital Accordingly in the coming year we will bolster the management team and the Board to ensure that the Company has the requisite capacity for the journey ahead, a journey I am delighted to be a part of.

I would like to thank our management team for their considerable efforts in what has been a challenging but exciting time for our Company. The business is dependent upon the hard work, dedication and skills of all our team. I would in particular like to thank our CEO Fortune Mojapelo, who has led the team in an exemplary way. Also, to my colleagues on the board, I extend my appreciation for their wise council and advice that I have received this year.

Ian Watson

Non-Executive Chairman





 

CEO Report

It gives me great pleasure to present this annual report, following an eventful and indeed transformational year for Bushveld Minerals Limited. We have continued the disciplined execution of our strategy for our three key platforms, Bushveld Vanadium, Greenhills Resources and Lemur, guided by our four key principles: (a) commodity choice with robust market fundamentals; (b) attractive cost position; (c) a realisable path to production; and (d) scalability.

The Vanadium Flagship

Nowhere are these principles given better expression than in the development of Bushveld Minerals' flagship vanadium platform:

·     Vanadium - a commodity with a robust and growing demand profile amid a constrained and concentrated supply environment resulting in a sustained structural deficit with no significant new supply in the near future;

·     With some of the highest primary vanadium grade in the world, a low-cost open-cast simple mining proposition and access to brownfield processing infrastructure that can be acquired at a small fraction of its replacement cost, Bushveld will be one of the lowest production platforms on the vanadium cost curve;

·     The participation alongside Yellow Dragon Holdings in the acquisition of Vametco gives the Company exposure to a production asset with a significant share of the global vanadium market and with scope to scale up production in future;

·     A healthy pipeline of resources and complementary processing infrastructure to support the Company's growth aspirations. The acquisition of the Brits Vanadium project presents significant opportunities to significantly increase the Company's resource base, while the existence of several additional brownfield assets in South Africa in close proximity to the Company's vanadium deposits creates low cost and quicker opportunities for scale up.

Consequently we have crafted a vision to build the largest, lowest-cost vertically integrated vanadium company.

·     The largest primary vanadium platform means having the largest high-grade primary vanadium resource base and the largest primary vanadium production in the world;

·     The lowest cost means targeting the lowest cost position on the vanadium production cost curve, leveraging the high in-situ and in-magnetite V2O5 grades and the open-cast mining proposition of Bushveld Minerals' deposits as well as access to low-cost brownfield processing infrastructure;

·     The most vertically integrated primary vanadium platform means development of downstream operations beyond production of end-use vanadium products to also include development and deployment of vanadium applications in industries such as the energy storage market, where Bushveld intends to manufacture vanadium electrolyte and to build large-scale vanadium based VRFBs.

The Vametco Transaction

An important part of realising this vision was the Company's 45% participation with Yellow Dragon Holdings Limited (55%) in the acquisition, from the Evraz Group S.A. of a 78.8% shareholding in Strategic Minerals Corporation, the parent company for the primary vanadium mining and processing plant of Vametco Alloys (Proprietary) Limited.

The transaction, completed on 6 April 2017, was completed less than four years since the company announced, in November 2013, its focus on developing the vanadium platform. Since this announcement, we have made significant strides, including completing a Scoping Study on the Mokopane Vanadium Project in April 2014, followed by a Prefeasibility Study in February 2016.

The Vametco vanadium mine is a high-quality, low-cost producer with a trademark vanadium product and a global vanadium customer base. Vametco is one of the cheapest primary producers of vanadium in the world. It currently has an approximate 3.5% share of global supply capacity and provides a solid platform for growing this production base. It is intended to leverage its processing capacity and broaden its product base to include vanadium chemicals, such as VRFB electrolyte. Our participation in the acquisition of Vametco as described in this report is therefore aligned with the Company's aspirations in the global energy storage market by providing capacity for potential electrolyte manufacturing.

The Vametco transaction gives impetus to the Company's vision to develop the largest, lowest-cost vertically integrated primary vanadium platform in the world. The transaction could not have been completed at a better time, with vanadium prices having staged a strong recovery. Vametco has an ungeared financial position and a healthy cash generation ability which enabled BVL to fund the acquisition largely through debt. US$14 million of the US$16.5 million acquisition consideration was fully repaid within four months of the completion of the transaction.

I am pleased that BVL was able to transfer customer contracts from Evraz Group seamlessly within a month of completion of the transaction, thanks in a large part to our partnership with Wogen Resources Limited, which brings decades of experience in metals trading, with a global footprint and established relationships with several of the Vametco customers.

Meanwhile Vametco has been delivering solid operational and financial performance. Production volumes in 2016 were a solid 2 804MTV, a 16% increase on 2015 volumes of 2 419MTV. The volume increase and weakening South African exchange rate (from ZAR12.75:US$1 in 2015 to ZAR14.71:US$1) in addition to improved operational performance saw Vametco improve its already low production costs from US$17.23/kgV to US$14.50/kgV. Consequently EBITDA performance improved between the two years from ZAR15.7 million (US$1.2 million) to ZAR47.5 million (US$3.2 million). This performance improvement has continued into 2017 supported in part by the significant rises in vanadium prices. At ZAR85.5 million (US$6.5 million) EBITDA for the first half of 2017 is already 80% higher than that of the entire 2015.

Going forward, BVL will leverage the solid Vametco platform, its experienced management team and the South African base to grow production volumes, drive down costs and add new vanadium products to its portfolio.

Four Key Priorities

To give effect to this vision we identified four key priorities that guide the Company's action programme. I am pleased with the progress the Company has made on all of them:

a)    Advance Mokopane Vanadium Project

Notwithstanding the growing focus on the Vametco mine and processing plant, the Mokopane Vanadium Project is an important part of Bushveld's future plans. With a resource of 298Mt, a completed Pre-Feasibility Study and a Mining Right under application, this project is an important part of our vanadium portfolio. The project Pre-feasibility Study, completed in February 2016, reported a pre-tax NPV and IRR of US$418m and 24% respectively against a capital expenditure of US$298 million for a project producing 9,525 mtv of 99.8% V2O5. The attractiveness of the project is under-scored by the conservative long term average price of US$7.50/lb V2O5 which is conservative relative to vanadium prices at the date of this report (US$9.40 mid Metal Bulletin, 4 August 2017).

Significant progress was made during the year in our efforts to secure a new order mining right, including securing environmental authorisation for the project. We look forward to finalising the mining right and developing the project going forward. Efforts to find partnerships for the project are continuing. Furthermore, the Company will explore opportunities for supplying unprocessed ore or concentrate to vanadium-processing facilities around the world that are starved of vanadium feedstock.

b)    Identify and secure quality brownfield processing infrastructure

Bushveld's vanadium deposits are located in a mining region with established logistics infrastructure and a deep history of beneficiation. The Company investigated several opportunities and, as mentioned earlier, in 2016 negotiated and agreed, in partnership with Yellow Dragon Holdings, the purchase of a 78.8% in SMC.

Our participation in the acquisition of an operating, profitable low-cost producer of vanadium at less than 10% of its replacement value is testament to the value in this approach.

The Company continues to explore further brownfield opportunities that are in close proximity to and are complementary with the Company's vanadium assets. This we will do by leveraging the strong technical skills within Bushveld Minerals and Vametco. Combining over 100 years of vanadium industry experience, the Vametco team has in-depth knowledge of vanadium mining, processing and marketing.

c)   Support vanadium role in energy storage

The success of VRFBs in the burgeoning global energy market is important for the vanadium market - growing and diversifying the demand profile of a commodity that today is dominated by the steel industry with about 90% of vanadium consumption. In addition, the energy storage market itself offers a compelling commercial proposition for Bushveld Minerals. Yet the success of VRFBs must overcome two key hurdles: (a) security of supply and (b) security of cost of the VRFBs, both of which are accentuated by the significant reduction of supply in the past 18 months, with no significant new capacity in the horizon, as well as the more than 150% increase in vanadium prices to an 8 year high in the past 18 months.

We believe that the answer to these hurdles lies in a vertically integrated business model involving low-cost vanadium production assets. Bushveld is more than ever ideally placed, through its energy storage dedicated company Bushveld Energy Limited, to play a catalytic role in driving VRFB adoption in the global market by effectively addressing these two hurdles. This vertically integrated model is pursued through smart strategic partnerships along the value chain.

I am pleased that in the review period Bushveld added to its strategic partnership with technology partner UniEnergy Technologies, a leading US-based manufacturer of large-scale VRFBs, by signing a Cooperation Agreement with the Industrial Development Corporation of South Africa. Bushveld Energy could not have found a better partner in the IDC. I am pleased with the positive outcome of the two completed studies in respect of VRFBs; these now pave the way for pursuing the VRFB opportunity further.

In addition, Bushveld Energy is developing optimal sites for large-scale VRFB demonstration systems of multiple megawatt hours in South Africa in parallel with building up a short-to-medium-term energy storage project development backlog across Africa to tap into the multi-gigawatt-hour opportunity for large-scale energy storage.

I am pleased to note that the benefits of VRFBs are increasingly recognised - long life cycle, low levelised cost of energy, etc. Bushveld Energy has and continues to play a key role in this respect, including being an important part of the Vanitec Energy Storage Committee, through which the vanadium industry cooperates to support the VRFB industry.

d)   Consolidate primary vanadium resources

Bushveld Minerals believes the future of vanadium supply lies with high-grade primary vanadium suppliers. This is underscored by the structural challenges faced by vanadium-slag-producing steel plants, which account for as much as 64% of vanadium feedstock supply and yet whose viability is structurally challenged on account of their high magnetite iron input costs, high processing costs and general lack of influence on the low steel prices afflicting their profitability. Nowhere are the consequences of these constraints clearer than the shutdown of Highveld Steel and Vanadium during 2015.

The Company's efforts in this regard were focussed on completing the acquisition of the Brits Vanadium Project, which comprises prospecting rights on several farms adjacent to the producing Vametco plant. The Company was, as at the reporting date, in the process of securing regulatory approval in terms of section 11 of the Mineral and Petroleum Resources Development Act for change of control in respect of the acquired Sable Metals & Mining Limited's subsidiaries. Following approval, Bushveld Minerals will commence with activities to delineate the project's extensive shallow resource.

 

Unlocking value from the other platforms

While our focus has been on the vanadium platform, we will continue to execute a strategy for the other two platforms - Greenhills Resources (tin) and Lemur (coal and power generation) - aimed at crystallising and realising value for our shareholders, as outlined in this report.

·     For Greenhills Resources Limited that strategy entails consolidating a critical mass of tin resource inventory, implementing a pilot production programme and exploring options for a potential listing of Greenhills Resources.

·     For Lemur this entails securing a power purchase agreement for a 60MW thermal coal power project as well as tying up partnerships with financial and EPC (Engineering, Procurement and Construction) partners ahead of a potential spin-off of Lemur.

Greenhills Resources Limited

Subsequent to the year in review saw Greenhills Resources complete the acquisition of a 49.5% interest in Dawnmin, which owns an 85% interest in the Uis Tin Project in Namibia.

With valid mining licences in place and an old processing plant (albeit in need of refurbishing), Greenhills Resources intends to accelerate this project into production. Greenhills Resources' approach to bringing this mine into full-scale production includes:

·     Mapping out the higher-grade greisened zones that are the target for early stage mining;

·     Completing the mineralogical and metallurgical studies to fine-tune the pilot plant for a consistent production phase based on which techno-economic parameters for the scaled up larger plant can be confirmed;

·     Completing the refurbishment of the old pilot plant and running it on a consistent basis for several months; and

·     Confirm the existing Uis Project resources in accordance with the JORC standards.

Having achieved a critical mass of tin resource inventory, and with a valid mining licence for the Uis Tin Project, Greenhills Resources is well positioned for life as a stand-alone platform through an IPO on AIM in the near term, efforts for which are now already underway. This will allow Greenhills Resources to attract the dedicated resources (financial and human capital) to be successful as an African focused tin and associated metals champion.

Lemur Resources Limited

The past year has seen significant progress in the development of Lemur's Imaloto coal project in Madagascar. The Company's strategy for the development of the project involves securing an Independent Power Producer licence and a Power Purchase Agreement for a thermal coal fired power station next to the coal mine, thereby providing a captive market for the Imaloto project run-of-mine coal. Negotiations with the Madagascar authorities regarding the PPA have progressed well during the year under review.

In addition, I am pleased that Lemur signed a Memorandum of Understanding with PowerChina for the development of a 60MW thermal coal power plant in Madagascar. The MoU provides a sound framework for cooperation between Lemur and PowerChina, which has extensive experience investing in and developing large-scale power projects in Africa. It further provides for PowerChina funding the bankable feasibility for the power project, which will provide a ready and captive market for the Imaloto coal project. Since the signing of this MoU, Lemur has led a delegation to Madagascar intended, among other things, to help identify the optimal site for the power plant. Meanwhile, Lemur has also engaged the services of Advisian Advisory as the Owner's Engineer to represent Lemur in our engagement with PowerChina, Jirama (the Madagascar national power utility) and external funders for the project, undertake several studies that form a part of the bankable feasibility study for power project and ensure that all environmental studies are done to internationally accepted standards.

The development of the Imaloto project, including the mine and the power plant, will see the region receiving new infrastructure and stable energy access. Thousands of new jobs will be created, over US$1 billion in new government revenue will be generated and approximately US$300 million in new investment in the country will be achieved. The design and location of the project are such that it will immediately increase the country's power supply by 15% and be able to scale up to supply more power to new electricity users in the region in the longer term.

General Operating Environment

The economic environment for mining and South Africa in particular remains a challenging one. Uncertainty relating to the new Mining Charter presents risks to Bushveld's South African operations, as does the overall political uncertainty prevailing in South Africa. We note, however, that political uncertainty is as much a global phenomenon as it is South African. Our assets are of a high quality and their export proposition, coupled with a local cost base, present a natural hedge against any adverse developments in the local economy.

A proactive strategy in dealing with various stakeholders is essential. Bushveld and its operating subsidiaries are well positioned to address issues with respect to stakeholder engagement at all major levels of government, communities and employees. Bushveld's transaction in support of a new Black Economic Empowerment partner for Vametco, Jaxson 640 (Proprietary) Limited ("Jaxson"), in terms of which Bushveld provided loan financing of approximately US$1 million for Jaxson to buy out the previous BEE shareholders in Vametco Holdings is an example of this proactive approach. As a consequence of this transaction, the local landowners and affected communities' shareholding in Vametco increased from 3.75% to about 12%.

Bushveld Minerals continues to make strides in developing its projects across all its three platforms in spite of the constrained operating environment.

Financial Report

As mentioned elsewhere in this report, the most significant transaction during the current financial year was the Company's participation in the Vametco acquisition by Bushveld Vametco Limited, which was completed post year end. The strong cash flow generating ability of the underlying operations enabled the acquisition to be largely debt-funded (US$14.0 million). BVL's equity component of US$2.47 million was settled in two parts, US$1.65 million during the current financial year, with a further US$0.82 million settled post year-end upon completion of the acquisition in April 2017.

Total cash and cash equivalents at the beginning of the financial year amounted to £478,619. During the current financial year Bushveld raised approximately £3.4 million from three separate capital raisings, as well as various warrant-for-share conversions by shareholders. The cash raised from these capital raises were largely used to pursue the Company's participation in the Vametco acquisition, plus associated due diligence and other expenditures, as well as settling our obligations (principal and interest) to Darwin Strategic. The Directors maintained tight discipline over cash operating expenses, which decreased by 10% from the previous financial year to approximately £1.4 million.

During the current financial year the Company's cash resources have materially been applied as shown in the table below:

Description

£'000

Net repayment of borrowings (Darwin Strategic)

Settlement of outstanding Darwin Strategic borrowings from amounts held in Escrow

2,432

Payment of finance costs (Darwin Strategic)

Additional cash payment of interest and fees associated with the Darwin Strategic facility paid out of the Company's cash resources

528

Operating costs and Vametco investment-related costs

Company cash operating expenses for the year and cumulative costs associated with the negotiation and execution of Bushveld's participation in the Vametco acquisition transaction

1,869

 

 

The year ahead

In the year ahead Bushveld will continue to execute on its stated strategy, focusing on:

·     Working with Yellow Dragon Holdings to grow the Vametco's production volumes and exploring further brownfield opportunities complementary to the Company's vanadium assets.

·     In addition, Bushveld Energy will work with its VRFB technology partners to unlock the potential for vanadium electrolyte production within the global energy storage market;

·     Unlocking value in its Madagascar coal project through securing an IPP licence and continuing the feasibility studies on a 60MW thermal coal power project;

·     Completing the listing of Greenhills Resources and thus establishing an AIM-listed dedicated African tin champion well placed to consolidate quality tin assets in Africa; and

·     Growing our human capital base to meet the growing demands of a growing company. I look forward to building on our existing team and introducing more senior-level leadership in the areas of operations, investor relations and project development. At the same time, the Company will look to further strengthen the board of directors to ensure it is well suited to provide the kind of oversight and support required by management.

Conclusion

The year under review has been an eventful and transformational one underscored by BVL's acquisition of the Vametco primary vanadium mine and processing plant. This has reflected in a 641% surge in the Company's share price from 1.53p to 9.80p between 1 August 2016 and 31 July 2017. The re-rate to a market capitalisation of more than £78 million at the beginning of August 2017 reflects our on-going transformation into a portfolio that includes a mining operation with access to cash flows and a potential for further returns to our shareholders. Notably during the same period, Bushveld shareholders suffered only a modest dilution as a consequence of the Company's capital raising, increasing its issued shares from 591,6 million to 806.6 million. We believe there is significant growth yet to be realised as we execute on our strategy.

The BVL acquisition was not without its challenges; not least initially looking to raise financing that, at the time of the agreement execution, was more than Bushveld's market capitalisation and during a challenging capital raising environment for junior mining companies. Bushveld Minerals and its strategic partner in BVL, Yellow Dragon Holdings, are grateful to Wogen Resources Limited and the Barak Fund, who believed in our proposition and provided the needed financing to complete the transaction.

I am thankful for the support of the entire Bushveld Minerals team for continuing to show incredible commitment to the Company. I am also thankful for the support of the Board and most importantly of our shareholders. I believe Bushveld Minerals is at a critical transformational point in its story and look forward to the next chapter in its development.

We are excited about what the future holds as we continue on our journey to build the world's largest, lowest cost and most vertically integrated vanadium platform.

Fortune Mojapelo

Chief Executive Officer

 

 

Independent Auditor's Report to the Members of Bushveld Minerals Limited

OPINION ON FINANCIAL STATEMENTS

We have audited the group financial statements on pages 36 to 57. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

 

In our opinion, the financial statements:

•     give a true and fair view of the state of the group's affairs as at 28 February 2017 and of the group's loss for the year then ended;

•     are in accordance with IFRSs as adopted by the European Union; and

•     comply with the requirements of The Companies (Guernsey) Law, 2008.

 

EMPHASIS OF MATTER - GOING CONCERN

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made in the accounting policies on page 41 of the financial statements concerning the Group's ability to continue as a going concern. The Group incurred a loss for the year ended 28 February 2017 of £1,720,067. Further funds will be required to finance the Group's working capital requirements and development of the Group's assets. These conditions, along with the other matters explained on page 41 of the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

 

SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS

A description of the scope of an audit of financial statements arising from the requirements of International Standards on Auditing (UK and Ireland) is provided on the Financial Reporting Council's website at http://www.frc.org.uk/auditscopeukprivate

 

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

We have nothing to report in respect of the following matters where The Companies (Guernsey) Law 2008 requires us to report to you if, in our opinion:

•     proper accounting records have not been kept by the parent company; or

•     the parent company financial statements are not in agreement with the accounting records; or

•     we have failed to obtain all the information and explanations which, to the best of our knowledge and belief, are necessary for the purposes of our audit.

 

RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR

As more fully explained in the Directors' Responsibilities Statement set out on page 32, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

 

We read the other financial and non-financial information contained in the annual report and consider the implications for our report if we become aware of any material inconsistency with the financial statements or with knowledge acquired by us in the course of performing the audit, or any material misstatement of fact within the other information. We also read the information in the directors' report and consider the implications for our report if we become aware of any material inconsistency with the financial statements. This report is made solely to the company's members, as a body, in accordance with section 262 of The Companies (Guernsey) Law 2008. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

RSM UK Audit LLP

Chartered Accountants

 

25 Farringdon Street

London EC4A 4AB

14 August 2017

 

Consolidated Income Statement

For the year ended 28 February 2017

 


Note

28 February 2017

£


29 February 2016

£

 






 

Continuing operations





 






 

Administrative expenses

5

(1,550,087)


(1,556,216)

 






 

Operating loss


(1,550,087)


(1,556,216)







 

Other income


31,445


41,152

 






 

Finance income

7

1,093


77,992

 






 

Finance costs

8

(202,518)


(351,206)

 






 

Loss before tax


(1,720,067)


(1,788,278)

 






 

Income tax expense

9

-


-

 






 

Loss for the year


(1,720,067)


(1,788,278)

 






 

Attributable to:





 

Owners of the parent


(1,705,920)


(1,699,000)

 

Non-controlling interests


(14,147)


(89,278)

 






 



(1,720,067)


(1,788,278)

 






 

Loss per ordinary share





 






 

Basic and diluted loss per share (in pence)

10

(0.28)


(0,39)

 






 

 

All results relate to continuing activities.

 

The notes on pages 21 to 56 form part of these financial statements.

 



 

Consolidated Statement of Comprehensive Income

For the year ended 28 February 2017

 



28 February 2017

£

 


29 February 2016

£

 

Loss for the year


(1,720,067)


(1,788,278)






Other comprehensive income, net of tax:





Items that may be subsequently reclassified to profit or loss:





Currency translation differences


2,887,415


(1,262,002)






Total comprehensive income for the year


1,167,348


(3,050,280)











Attributable to:





Owners of the parent


783,430


(2,961,002)

Non-controlling interests


383,918


(89,278)






Total comprehensive income for the year


1,167,348


(3,050,280)



 

Consolidated Statement of Financial Position

As at 28 February 2017

Company number: 54506


Note


28 February 2017

£


29 February 2016

£

 

Assets






 

Non-current assets






 

Intangible assets: exploration and evaluation

11


60,201,729


56,386,494

 

Property, plant and equipment

12


304,910


321,206

 

Total non-current assets



60,506,639


56,707,700

 







 

Current assets






 

Trade and other receivables

13


2,507,027


3,066,855

 

Cash and cash equivalents

14


131,155


478,619

 







 

Total current assets



2,638,182


3,545,474

 







 

Total assets



63,144,821


60,253,174

 







 

Equity and liabilities






 







 

Current liabilities






 

Borrowings

15


(128,767)


(2,984,044)

 

Trade and other payables

16


(1,286,340)


(527,587)

 

Total current liabilities



(1,415,107)


(3,511,631)








 

Net assets



61,729,714


56,741,543

 







 

Equity






 

Share capital

17


6,962,141


4,863,373

 

Share premium

17


60,923,922


59,927,541

 

Accumulated deficit



(8,771,794)


(7,320,313)

 

Warrant reserve

18


594,127


422,386

 

Foreign exchange translation reserve



(11,607)


(2,500,957)

 

 

Equity attributable to the owners of the parent

59,696,789


55,392,030

 







 

Non-controlling interests



2,032,925


1,349,513

 







 

 

Total equity 



61,729,714


56,741,543

 

 

The notes on pages 21 to 56 form part of these financial statements.

 

The financial statements were authorised and approved for issue by the Board of directors and authorised for issue on 14 August 2017.



 


 

Consolidated Statement of Changes in Equity

For the year ended 28 February 2017

Attributable to owners of the parent company


Share

capital

 

Share

premium

 

Accumulated

deficit

 

Revaluation reserve

 

 

Warrant reserve

Foreign

exchange

translation

reserve

 

Total

 

Non-

controlling interests

 

Total

equity

 


£

£

£

£

£

£

£

£

£

Total equity at 29 February 2016

59,927,541

(5,109,965)

(138 628)

(1,238,955)

58,725,752

4,404,516

63,130,268











Loss for the year



(1,699,000)




(1,699,000)

(89,278)

(1,788,278)

Other comprehensive income, net of tax:










Currency translation differences




(1,262,002)

(1,262,002)


(1,262,002)

Total comprehensive loss for the year

-

-

(1,699,000)

-

-

(1,262,002)

(2,961,002)

(89,278)

(3,050,280)

Transactions with owners:










Revaluation reserve transfer



(138,628)

138,628



-


-

Treasury shares



(27,678)




(27,678)


(27,678)

Non-controlling interest







-

205,909

205,909

Minority shareholder acquired



(345,042)




(345,042)

(3,171,634)

(3,516,676)

Total equity at 29 February 2016

4,863,373

59,927,541

(7,320,313)

-

422,386

(2,500,957)

55,392,030

1,349,513

56,741,543











Loss for the year



(1,705,920)




(1,705,920)

(14,147)

(1,720,067)

Other comprehensive income, net of tax:










Currency translation differences




2,489,350

2,489,350

398,065

2,887,415

Total comprehensive loss for the year

-

-

(1,705,920)

-

-

2,489,350

783,430

383,918

1,167,348

Transactions with owners:










Warrants in year





426,180


426,180


426,180

Reserve transfer



254,439


(254,439)


-


-

Issue of shares

2,098,768

996,381





3,095,149


3,095,149

Non-controlling interest







-

299,494

299,494

Total equity at 28 February 2017

6,962,141

60,923,922

(8,771,794)

-

594,127

(11,607)

59,696,789

2,032,925

61,729,714


Consolidated Statement of Cash Flows

For the year ended 28 February 2017



28 February 2017

£


29 February 2016

£


Note




Cash flows from operating activities










Loss before taxation


(1,720,067)


(1,788,278)

Adjustments for:





Depreciation property, plant and equipment

12

9,892


-

Impairment of property, plant and equipment

12

138,708


-

Finance income

7

(1,093)


(77,992)

Finance costs

8

202,518


351,000

Changes in working capital:





Decrease/(increase) in receivables


             559,828


              (320,144)

Increase in payables


854,476


63,638

Net cash used in operating activities


44,262


(1,771,776)






Cash flows from investing activities










Finance income

8

1,093


77,992

Purchase of exploration and evaluation assets

11

821,937


(1,498,013)

Purchase of property, plant and equipment

12

(25,996)


(275,682)






Net cash used in investing activities


(846,840)


(1,695,703)






Cash flows from financing activities










Finance costs


(528,400)


-

Net proceeds from issue of shares and warrants


3,200,381


-

Net repayments of borrowings


(2,675,000)


-

Cost of purchase of treasury shares


-


(27,678)

Cost of acquisition of non-controlling interest in subsidiary


-


(2,991,812)

Proceeds from borrowings


140,000


-

Net cash generated from/(used in) financing activities


136,981


(3,019,490)






Net decrease in cash and cash equivalents


(665,597)


(6,837,969)






Cash and cash equivalents at the beginning of the year


478,619


7,595,777






Effect of foreign exchange rates


318,133


(630,189)






Cash and cash equivalents at end of the year

14

131,155


478,619

 

 

The notes on pages 21 to 56 form part of these financial statements.

 

 

 

 


Notes to the consolidated financial statements

For the year ended 28 February 2017

 

 

1.       Corporate information and principal activities

 

Bushveld Minerals Limited ("Bushveld") was incorporated and domiciled in Guernsey on 5 January 2012, and admitted to the AIM market in London on 26 March 2012. 

 

The Bushveld Group comprises Bushveld Minerals Limited and its subsidiaries as noted below.

 

The wholly owned Guernsey subsidiaries Bushveld Resources Limited (BRL) and Greenhills Resources Limited (GRL) were acquired by Bushveld under the terms of a Share Exchange Agreement entered into on 15 March 2012. In 2016 the Company completed the acquisition of Lemur Holdings Limited (Lemur).

 

BRL is an investment holding company formed to invest in resource-based vanadium and iron ore exploration companies in South Africa. The South African subsidiaries are Pamish Investments No. 39 (Proprietary) Limited ("Pamish 39") in which BRL holds a 64% equity interest, Amaraka Investments No. 85 (Proprietary) Limited ("Amaraka 85") in which BRL holds 68.5% equity interest and Frontier Platinum Resources (Proprietary) Limited in which BRL holds 100% equity interest. The minority shareholder in Pamish 39 is Izingwe Capital (Proprietary) Limited and the minority shareholder in Amaraka 85 is Afro Multi Minerals (Proprietary) Limited.

 

GRL is an investment holding company formed to invest in resource-based tin exploration companies in South Africa. The South African subsidiaries are Mokopane Tin Company (Proprietary) Limited in which GRL holds 100% equity interest and Renetype (Proprietary) Limited ("Renetype") in which GRL holds a 74% equity interest.  The minority shareholders in Renetype are African Women Enterprises Investments (Proprietary) Limited and Cannosia Trading 62 CC who own 10% and 16% respectively.

 

The Lemur subsidiaries are coal project development companies. The Lemur subsidiaries are the holder of 11 concession blocks in South West Madagascar covering the Imaloto Coal Basin, known as the Imaloto Coal Project and Extension.  

 



 

As at 29 February 2017, the Bushveld Group comprised:

 

Company

Equity holding and voting rights

Country of incorporation

Nature of activities





Bushveld Minerals Ltd

N/A

Guernsey

Ultimate holding company

Bushveld Resources Ltd1

100%

Guernsey

Holding company

Pamish Investments 39 (Pty) Ltd2

64%

South Africa

Vandium & Iron ore exploration

Amaraka Investments 85 (Pty) Ltd2

68.50%

South Africa

Vandium & Iron ore exploration

Frontier Platinum (Pty) Ltd2

100%

South Africa

Group support services

Bushveld Energy Ltd1

84%

Mauritius

Holding company

Bushveld Energy (Pty) Ltd6

100%

South Africa

Energy Development

Greenhills Resources Ltd1

100%

Guernsey

Holding company

Mokopane Tin Company (Pty) Ltd3

100%

South Africa

Holding company

Renetype (Pty) Ltd4

74%

South Africa

Tin exploration

Lemur Holdings Ltd1

100%

Mauritius

Holding company

Lemur Investments Ltd5

100%

Mauritius

Holding company

Coal Mining Madagascar SARL7

99%

Madagascar

Coal exploration

Imaloto Power Ltd5

100%

Mauritius

Holding company

Imaloto Power Project Company SARL8

99%

Mauritius

Power generation company

Lemur South Africa Ltd5

100%

Mauritius

Holding company

Pamish Investments 71 Ltd9

99%

Mauritius

Holding company

Zaaiplaats Mining Ltd9

74%

South Africa

Property owning

Pan African Drilling Limited5

100%

British Virgin Islands

Coal exploration

 

 

1 Held directly by Bushveld Minerals Limited

2 Held by Bushveld Resources Limited

3 Held by Greenhills Resources Limited

4 Held by Mokopane Tin Company (Pty) Limited

5 Held by Lemur Holdings Limited

6 Held by Bushveld Energy Limited

7 Held by Lemur Investments Ltd

8 Held by Imaloto Power Ltd

9 Held by Lemur South Africa Ltd

 

These financial statements are presented in Pound Sterling (£) because that is the currency the Group has raised funding on the AIM market in the United Kingdom.

 

1.         Adoption of new and revised standards

 

ACCOUNTING STANDARDS ADOPTED DURING THE YEAR

New standards, amendments to published standards and interpretations to existing standards effective in 2016, with their dates of adoption adopted by the Group and brief description:

 

Annual Improvements to IFRSs

2014-2016 Cycle*

1 January 2017 &

1 January 2018

The improvements in this Amendment clarify the requirements of IFRSs and eliminate inconsistencies within and between Standards, including clarification of the scope of IFRS 12.

Amendments to IAS 12: Recognition of Deferred Tax Assets for Unrealised Losses*

1 January 2017

Clarifies deferred tax on unrealised losses generated by debt instruments carried at fair value.

Amendments to IAS 7: Disclosure Initiative*

1 January 2017

The amendments clarify and improve information provided to users of financial statements about changes in liabilities arising from financing activities.

* not yet endorsed by the EU

 

Following the adoption of these standards there has been no change to the group accounting policies and there has been no material impact on the financial statements of the Group.

 


 

 

ACCOUNTING STANDARDS AND INTERPRETATIONS NOT APPLIED

Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group:

 

Amendments to IFRS 2: Classification and Measurement of Share-based Payment Transactions*

1 January 2018

Amendments to provide requirements on the accounting for the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments, share-based payment transactions with a net settlement feature for withholding tax obligations, and a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. 

IFRIC 22 Foreign Currency Transactions and Advance Consideration*

1 January 2018

Provides requirements about which exchange rate to use in reporting foreign currency transactions (such as revenue transactions) when payment is made or received in advance. 

IFRS 9 Financial Instruments

1 January 2018

Replacement to IAS 39 and is built on a logical, single classification and measurement approach for financial assets which reflects both the business model in which they are operated and their cash flow characteristics. Also addresses the socalled 'own credit' issue and includes an improved hedge accounting model to better link the economics of risk management with its accounting treatment. It is a change from incurred to expected loss model.

IFRS 15 Revenue from Contracts
with Customers (IFRS 15 clarifications not EU-endorsed)

1 January 2018

Introduces requirements for companies to recognise revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Also results in enhanced disclosure about revenue and provides or improves guidance for transactions that were not previously addressed comprehensively and for multipleelement arrangements.

IFRS 16 Leases*

1 January 2019

The new standard recognises a leased asset and a lease liability for almost all leases and requires them to be accounted for in a consistent manner. This introduces a single lessee accounting model and eliminates the previous distinction between an operating lease and a finance lease.

* not yet endorsed by the EU

 

The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the Group, subject to any future business combinations.  

2.       Significant accounting policies

 

Basis of accounting

These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively "IFRS") issued by the International Accounting Standards Board ("IASB") as adopted by the European Union ("adopted IFRS"), and are in accordance with IFRS as issued by the IASB.

The consolidated financial statements have been prepared under the historical cost basis, except for the revaluation of financial instruments. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The principal accounting policies are set out below.

Going concern

The directors have considered the current financial position of the Group and the likely future cash flows for the period of 12 months following the approval of these financial statements in preparing the 2017 Year financial statements. Further funds will be required to finance the Group's working capital requirements and development of the Group's assets. If cash flow from existing sources was not sufficient to meet the Group's commitments the Directors are confident that additional funds would be successfully raised from other sources. However, there are no binding agreements in place to date. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.

Basis of consolidation

Subsidiaries

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

 

The group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.

 

Acquisition-related costs are expensed as incurred.

 

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognised in profit or loss.

 

Any contingent consideration to be transferred by the group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

 

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. When necessary amounts reported by subsidiaries have been adjusted to conform with the group's accounting policies.

 

Disposal of subsidiaries

When the group ceases to have control any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

 

Non-controlling interests

Non-controlling interests in subsidiaries are identified separately from the Group's equity therein. Those interests of non-controlling shareholders that present ownership interests entitling their holders to a proportionate share of the net assets upon liquidation are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

 

Associates

Associates are all entities over which the group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. The group's investment in associates includes goodwill identified on acquisition.

 

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.

 

The group's share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

 

The group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to share of profit/(loss) of associates in the income statement.

 

Profits and losses resulting from upstream and downstream transactions between the group and its associate are recognised in the group's financial statements only to the extent of unrelated investor's interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the group.

 

Dilution gains and losses arising in investments in associates are recognised in the income statement

 

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the steering committee that makes strategic decisions.

 

Foreign currencies

 

Functional and presentational currency

The individual financial statements of each Group company are prepared in the currency of the primary economic environment in which they operate (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in Pound Sterling, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

 

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the income statement.

 

Group companies

The results and financial position of all the group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

a)   assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

b)   income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

c)   all resulting exchange differences are recognised in other comprehensive income.

 

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

 


 

Finance income

 

Interest revenue is recognised when it is probable that economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

 

Taxation

 

The tax expense represents the sum of the tax currently payable and deferred tax.

 

The tax charge is based on taxable profit for the year. The Group's liability for current tax is calculated by using tax rates that have been enacted or substantively enacted by the reporting date.

 

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the "balance sheet liability" method.

 

Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is calculated at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled based upon rates enacted and substantively enacted at the reporting date. Deferred tax is charged or credited to profit or loss, except when it relates to items credited or charged to other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.

 

Intangible exploration and evaluation assets

 

All costs associated with mineral exploration and evaluation including the costs of acquiring prospecting licences; mineral production licences and annual licences fees; rights to explore; topographical, geological, geochemical and geophysical studies; exploratory drilling; trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource; are capitalised as intangible exploration and evaluation assets and subsequently measured at cost.

 

If an exploration project is successful, the related expenditures will be transferred at cost to property, plant and equipment and amortised over the estimated life of the commercial ore reserves on a unit of production basis (with this charge being taken through profit or loss). Where a project does not lead to the discovery of commercially viable quantities of mineral resources and is relinquished, abandoned, or is considered to be of no further commercial value to the Group, the related costs are recognised in profit or loss.

 

The recoverability of deferred exploration costs is dependent upon the discovery of economically viable ore reserves, the ability of the Group to obtain necessary financing to complete the development of ore reserves and future profitable production or proceeds from the extraction or disposal thereof.

 

Impairment of exploration and evaluation assets

 

Whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the asset is reviewed for impairment. Assets are also reviewed for impairment at each balance sheet date in accordance with IFRS 6. An asset's carrying value is written down to its estimated recoverable amount (being the higher of the fair value less costs to sell and value in use) if that is less than the asset's carrying value. Impairment losses are recognised in profit or loss.

 

An impairment review is undertaken when indicators of impairment arise but typically when one of the following circumstances applies:

 

•      unexpected geological occurrences that render the resources uneconomic; or

•      title to the asset is compromised; or

•      variations in mineral prices that render the project uneconomic; or

•      variations in the foreign currency rates; or

•      the Group determines that it no longer wishes to continue to evaluate or develop the field.

 

Warrants

 

The warrants issued by the company are recorded at fair value on initial recognition net of transaction costs. The fair value of warrants granted is recognised as an expense or as share issue costs, with a corresponding increase in equity.  The fair value of the warrants granted is measured using the Black Scholes valuation model for options without market conditions and using the binomial method for those with market conditions, taking into account the terms and conditions under which the options were granted.  The amount recognised as an expense is adjusted to reflect the actual number of warrants that vest.

 

Property, plant and equipment

 

Property, plant and equipment is stated at historical cost less accumulated depreciation.

 

Land is not depreciated.  Depreciation is provided on all plant and equipment at rates calculated to write each asset down to its estimated residual value, using the straight-line method over their estimated useful life of the asset as follows:

 

•    The mining assets amortised over the life of the mine or 20 years whichever is the lesser;

•    Geological equipment over one to three years;

•    Motor vehicles over three years; and

•    Fixtures and fittings over two years.

 

The estimated useful lives, residual values and depreciation methods are reviewed at each year end and adjusted if necessary.

 

Gains or losses on disposal are included in profit or loss.

 

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount

 

Impairment of property, plant and equipment

 

At each statement of financial position date, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Where there has been a change in economic conditions that indicate a possible impairment in a cash-generating unit, the recoverability of the net book value relating to that field is assessed by comparison with the estimated discounted future cash flows based on management's expectations of future oil prices and future costs.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where conditions giving rise to impairment subsequently reverse, the effect of the impairment charge is also reversed as a credit to the income statement, net of any depreciation that would have been charged since the impairment.

Financial assets and liabilities

Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are classified into specified categories dependent upon the nature and purpose of the instruments and are determined at the time of initial recognition. All financial assets are recognised as loans and receivables or available for sale investments and all financial liabilities are recognised as other financial liabilities.

Trade and other receivables

Trade and other receivables are stated initially recognised at the fair value of the consideration receivable less any impairment. Impairment provisions are recognised when there is objective evidence that the Group will be unable to collect all of the amounts due under the terms of the receivable, the amount of such a provision being the difference between the carrying amount and the present value of the future expected cash flows associated with the impaired receivable.

Trade and other receivables are subsequently measured at amortised cost, less any impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash at hand and deposits on a term of not greater than three months.

 

Trade and other payables

Trade and other payables are initially recognised at fair value. They are subsequently measured at amortised cost using the effective interest rate method.

Available for sale financial assets

Listed shares held by the Group that are traded in an active market are classified as being available for sale and are stated at fair value. The fair value of such investments is determined by reference to quoted market prices.

Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in the investments revaluation reserve with the exception of impairment losses. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in the investments revaluation reserve is reclassified to profit or loss.

Dividends on available for sale equity instruments are recognised in profit or loss when the Group's right to receive the dividends is established.

Financial liabilities and equity

Financial liabilities (including loans and advances due to related parties) and equity instruments are classified according to the substance of the contractual arrangements entered into.  An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.  When the terms of a financial liability are negotiated with the creditor and settlement occurs through the issue of the Company's equity instruments, the equity instruments are measured at fair value and treated as consideration for the extinguishment of the liability.  Any difference between the carrying amount of the liability and the fair value of the equity instruments issued is recognised in profit or loss.

Use of estimates and judgements

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Estimates and judgements are continually evaluated. Revisions to accounting estimates are recognised in the year in which the estimates are revised if the revision affects only that year, or in the year of revision and in future years if the revision affects both current and future years.

Management's critical estimates and judgements in preparing the financial statements relate to the going concern assumption (see above) and the valuation of intangible exploration assets of £60.2m (2016: £56.4m).

Determining whether an exploration and evaluation asset is impaired requires an assessment of whether there are any indicators of impairment, including by reference to specific impairment indicators prescribed in IFRS 6 Exploration for and Evaluation of Mineral Resources.  If there is any indication of potential impairment, an impairment test is required based on value in use of the asset. The valuation of intangible exploration assets is dependent upon the discovery of economically recoverable deposits which, in turn, is dependent on future iron ore and tin prices, future capital expenditures and environmental and regulatory restrictions. The directors have concluded that there are no indications of impairment in respect of the carrying value of intangible assets at 28 February 2017 based on planned future development of the projects and current and forecast commodity prices.

4.       Segmental reporting

 

The reporting segments are identified by the directors of the Group (who are considered to be the chief operating decision makers) by the way that Group's operations are organised. As at 28 February 2017 the Group operated within three operating segments, mineral exploration activities for iron ore and vanadium, tin and coal. Exploration activities take place in South Africa (iron ore and tin), Namibia (tin)Madagascar (coal).

Segment revenue and results

 

The following is an analysis of the Group's revenue and results by reportable segment.

 


Vanadium and iron ore exploration

Tin exploration

Coal exploration

Total


£

£

£

£

As at 28 February 2017





Results





Operating segmental loss

(50,516)

(239,225)

(296,932)

(546,673)






Segmental loss

(50,516)

(239,225)

(296,932)

(546,673)

 

          The reconciliation of segmental gross loss to the Group's loss before tax is as follows:



Year ended

 28 February 2017

Year ended

29 February 2016



£

£





Segmental loss


(546,673)

(487,514)

Unallocated costs


(971,969) 

(1,027,550)

Finance income

 


1,093 

77,992 

Finance costs


(202,518)

(351,000)

Loss before tax


(1,720,067)

(1,788,278)



 

4.       Other segmental information

Segmental assets and liabilities disclosed in the reports to the Board of directors, for the purpose of resource allocation and assessment of segmental performance, consist of the amounts capitalised as intangible exploration expenditure. All other assets and liabilities are classified as unallocated.

 


Vanadium and Iron ore exploration


Tin exploration


Coal exploration


Total


£


£


£


£

28 February 2017








Intangible assets - exploration and evaluation

41,933,596 


18,268,133


-


60,201,729









Total reportable segmental net (liabilities)/assets

(78,383)


627,499


(14,144)


534,972









Unallocated net assets







992,473









Total consolidated net assets







61,729,174

 


Iron ore exploration


Tin exploration


Coal exploration


Consolidated Group


£


£


£


£

29 February 2016








Intangible assets - exploration and evaluation

38,649,101 


17,737,393


-


56,386,494









Total reportable segmental net (liabilities)/assets

(46,511)


38,450


390,744


382,683









Unallocated net liabilities







(27,634)









Total consolidated net assets







56,741,543


5.       Expenses by nature

 


Year ended

28 February 2017

£


Year ended

29 February 2016

£

The loss for the year has been arrived at after charging:





Staff costs

422,634


463,478

Commission paid

114,250


130,000

Depreciation of PPE

9,892


-

Impairment of PPE

138,708


-

Professional fees

216,422


635,778

Travelling expenses

26,571


21,908

Other costs

621,610


305,052


1,550,087


1,556,216

 

 

6.       Staff costs

 

Key management personnel have been identified as the Board of directors. Details of key management remuneration are shown in note 22.

Included above are emoluments of £120,112 (2016: £108,333) in respect of the highest paid Director.

 

No pension contributions were made on behalf of the Directors and other staff members.

 

7.         Finance income


Year ended

28 February 2017

£


Year ended

29 February 2016

£





Bank interest

1,093


77,992

 

8.         Finance expense


Year ended

28 February 2017

£


Year ended

29 February 2016

£





Loan interest payable

202,518


351,206

7.  


9.       Taxation

 

The tax expense represents the sum of the tax currently payable and deferred tax.

 

Factors affecting tax for the year:

Year ended

28 February 2017

£


Year ended

29 February 2016

£

 

The tax assessed for the year at the Guernsey corporation tax charge rate of 0%, as explained below:

Loss before taxation

(1,720,067)


(1,788,278)





Loss before taxation multiplied by the Guernsey corporation tax charge rate of 0%

-


-

Effects of:




Non-deductible expenses

-


-

 

Tax for the year

 

-


 

-

 

Accumulated losses in the subsidiary undertakings for which there is an unrecognised deferred tax asset are£ 276,900 (2016 £ 102,617).

10.     Loss per share

 

From continuing operations

The calculation of a basic loss per share of 0.28 pence (2016: 0.39 pence), is calculated using the total loss for the year attributable to the owners of the company of £1,705,920 (2016: £1,699,000) and the weighted average number of shares in issue during the year of  601,801,830 (2016: 460,361,182). There are no potentially dilutive shares in issue.


11.     Intangible exploration and evaluation assets

 


Vanadium and Iron ore

£


Tin

£


Total

£







As at 28 February 2015

37,919,544


17,851,700


55,771,244

Exchange differences

(605,074)


(277,689)


(882,763)

Additions

1,334,631


163,382


1,498,013

As at 29 February 2016

38,649,101


17,737,393


56,386,494







Exchange differences

1,633,034


530,740


2,163,774

Additions

1,651,461


-


1,651,461

As at 28 February 2017

41,933,596


18,268,133


60,201,729

 

The Company's subsidiary, Bushveld Resources Limited has a 64% interest in Pamish Investment No 39 (Proprietary) Limited ("Pamish") which holds an interest in Prospecting right 95 ("Pamish 39"). Bushveld Resources Limited also has a 68.5% interest in Amaraka Investment No 85 (Proprietary) Limited ("Amaraka") which holds an interest in Prospecting right 438 ("Amaraka 85").

 

Under the agreements to acquire the licences within Bushveld Resources, the group is required to fully fund the exploration activities up to the issue of the corresponding mining licences.  As the non-controlling interest party retains their equity interest, the funding of their interest is accounted as deemed purchased consideration and is included in the additions in the year to exploration activities.  A corresponding increase is credited to non-controlling interest.

 

The Company's other directly owned subsidiary, Greenhills Resources Limited, has a 74% interest in Renetype (Proprietary) Limited ("Renetype") which holds an interest in Prospecting right 2205 ("Renetype 2205"). 

 

Brits Vanadium Project

The Company completed the purchase during the year of the following licences through the acquisition of subsidiary undertakings of Sable Metals & Minerals Limited:

 

·      NW 30/5/1/1/2/11069 PR - held through Great Line 1 (Pty) Ltd

·      NW 30/5/1/1/2/11124 PR - held through Great Line 1 (Pty) Ltd

·      GP 30/5/1/1/02/10142 PR - held through Gemsbok Magnetite (Pty) Ltd

 

The Company is in a process to secure regulatory approval in terms of section 11 of the Mineral and Petroleum Resources Development Act (MPRDA) for change of control in respect of the acquired Sable Metals & Mining Ltd's subsidiaries. Following approval, Bushveld Minerals will commence with activities to delineate the shallow resource on the Uitvalgrond farm portion.

 

At the date of approval of these financial statements, three of the Group's exploration licences remain due for renewal. Applications have been submitted for renewal of these licences as they become due and the directors have no reason to believe that these renewals will be unsuccessful.

 

12.  Property, plant and equipment

 


Mining asset
£

Motor vehicles

£

Geological equipment

£

Fixtures and

fittings

£

Total

£

Cost






As at 28 February 2015

-

50,058

235,843

20,205

306,106

Additions

206,272

-

65,073

4,337

275,682

Exchange differences

-

(9,382)

(24,643)

(9,028)

(43,053)

As at 29 February 2016

206,272

40,676

276,273

15,514

538,735







Additions

25,996

-

-

-

25,996

Exchange differences

68,917

14,303

97,513

5,457

186,190

As at 28 February 2017

301,185

54,979

373,786

20,971

750,921







Depreciation






As at 28 February 2015

-

45,310

167,904

12,407

225,621

Charge for year

-

4,160

15,605

4,190

23,955

Exchange differences

-

(8,794)

(17,288)

(5,965)

(32,047)

As at 29 February 2016

-

40,676

166,221

10,632

217,529







Impairment charge

-

-

138,708

-

138,708

Charge for year

-

-

6,906

2,986

9,892

Exchange differences

-

14,303

61,841

3,738

79,882

Depreciation at 28 February 2017

-

54,979

373,676

17,356

446,011







Net Book Value












At 28 February 2017

301,185

-

110

3,615

304,910







At 29 February 2016

206,272

-

110,052

4,883

321,206

 

 

Mining asset

In 2016 the Group acquired the shares in Zaaiplaats Mining (Proprietary) Limited the owner of the following properties:

 

·      Remaining Extent of Portion 25 of the farm Groenfontein 227 KR Limpopo Province and

·      Portion 5 of the farm Roodepoort 222 KR Limpopo Province.

 

The tailings dumps situated on the property are currently being exploited for building sand.

An Application for a Mining Right has been lodged with the Department of Mineral Resources to enable the Group to commence mining activities for tin.

 

During the year depreciation of £nil was capitalised to the intangible exploration and evaluation asset (2016: £23,955).

 

13.  Trade and other receivables


28 February 2017

£


29 February 2016

£





Advances and deposits

192,937


2,625,000

Amounts due from associate

2,314,090


-

Other receivables

-


441,855


2,507,027


3,066,855

Advances and deposits in 2016 related to amounts held in escrow in relation to the Darwin Facility (see note 15).

The amounts due from associate relate to advances to BVL in respect of the post year end SMC transaction (see note 21).

The directors consider that the carrying amount of trade and other receivables approximates to their fair value due to their short term nature. As at the year end, no receivables are past their due date, hence no allowance for doubtful receivables is provided.

The total trade and other receivables denominated in South African Rand amount to £464,041 (2016: £120,140) and denominated in Australian Dollars amount to £1,237 (2016: £20,718).

 

14.  Cash and cash equivalents


28 February 2017

£

29 February 2016

£




Cash at hand and in bank

131,155

478,619




Cash and cash equivalents (which are presented as a single class of assets on the face of the Statement of Financial Position) comprise cash at bank and other short-term highly liquid investments with an original maturity of three months or less.  The directors consider that the carrying amount of cash and cash equivalents approximates their fair value.  The total cash and cash equivalents denominated in South African Rand amount to £92,913 (2016: £49,622) and £3,154 (2016: £83,135) is denominated in Australian Dollars.

 

15.  Borrowings

 



28 February 2017

£


29 February 2016

£






Short-term loans


128,767


2,984,044



128,767


2,984,044

 

During the year the Company released the £2.6m previously held in escrow to Darwin in accordance with the agreed terms of the facility and subsequently terminated the agreement. All interest relating to the facility was settled with cash during the year.


16.        Trade and other payables

 



28 February 2017

£


29 February 2016

£






Trade payables


254,574


141,217

Other payables


109,137


11,192

Accruals


922,629


375,178



1,286,340


527,587

 

Trade and other payables principally comprise amounts outstanding for trade purchases and on-going costs. The average credit year taken for trade purchases is 30 days.

 

The Group has financial risk management policies in place to ensure that all payables are paid within the pre-arranged credit terms. No interest has been charged by any suppliers as a result of late payment of invoices during the year.

 

The directors consider that the carrying amount of trade and other payables approximates to their fair value.

 

The total trade and other payables denominated in South African Rand amount to
£312,756 (2016: £187,849) and £18,535 (2016: £14,012) is denominated in Australian Dollars.

 

 


17.   Share capital and share premium

 

 

Number of shares issued and fully paid

 

Nominal value of shares of 1 pence each

£

Share premium

 

 

£

Total share capital and premium

 

£

Balance at 1 March 2016

486,337,438

4,863,373

59,927,541

64,790,914

Shares issued to Sable

7,000,000

70,000

56,000

126,000

Beaufort Capital raise

48,333,334

483,333

386,667

870,000

Shares issued to Yellow Dragon

50,000,000

500,000

400,000

900,000

Beaufort Capital raise August 2016

38,666,668

386,667

193,333

580,000

Beaufort Capital raise October 2016

53,571,430

535,714

214,286

750,000

Warrants exercised 18 January 2017

7 021 511

70,215

98,301

168,516

Warrants exercised 14 January 2017

2,537,224

25,372

35,521

60,893

Warrants exercised 31 January 2017

2,066,666

20,667

28,933

49,600

Warrants exercised 14 February 2017

463,333

4,633

6,487

11,120

Warrants exercised 22 February 2017

216,667

2,167

3,033

5,200

Share issue costs

-

-

(426,180)

(426,180)

Balance at 28 February 2017

696,214,271

6,962,141

60,923,922

67,886,063






The Board may, subject to Guernsey Law, issue shares or grant rights to subscribe for or convert securities into shares. It may issue different classes of shares ranking equally with existing shares.  It may convert all or any classes of shares into redeemable shares. The Company may also hold treasury shares in accordance with the law. Dividends may be paid in proportion to the amount paid up on each class of shares.

 

As at the 28 February 2017 the Company owns 670,000 (2016: 670,000) treasury shares with a nominal value of 1 pence

 

During the year the Company issued 7,000,000 new ordinary shares at a price of 1.8 pence per share in respect of the remaining consideration payable for the Brits Vanadium Project.

 

During the year the Company issued a total of 98,333,334 new ordinary shares at a price of 1.8 pence per share raising gross cash proceeds of £1,770,000.


During the year the Company issued a total of 38,666,668 new ordinary shares at a price of 1.5 pence per share raising gross cash proceeds of £580,000.

During the year the Company issued a total of 53,571,430 new ordinary shares at a price of 1.4 pence per share raising gross cash proceeds of £750,000.


 

18.     Warrants

 

The following warrants were granted during the year ended 28 February 2017:

 

Warrants granted





Date of grant

27/10/2016

24/08/2016

24/08/2016

09/06/2016

Number granted

5,357,143

3,866,667

19,333,334

24,166,667

Contractual life

3 years

5 years

2 years

2 years

Estimated fair value per warrant

£0.004

£0.009

£0.004

£0.004

 

Warrants granted





Date of grant

09/06/2016

09/06/2016

09/06/2016

06/06/2016

Number granted

434,000

652,000

4,833,333

25,000,000

Contractual life

4 years

4 years

5 years

2 years

Estimated fair value per warrant

£0.004

£0.005

£0.01

£0.01

 

The estimated fair values were calculated by applying the Black Scholes pricing model. The model inputs were:

 

Warrants scheme





Date of grant

27/10/2016

24/08/2016

24/08/2016

09/06/2016

Share price at grant date

1.8p

1.5p

1.8

1.5p

Exercise price

2.8p

1.5p

2.4p

2.4p

Expected life

8 months

8 months

2 years

2 years

Expected volatility

61%

61%

61%

61%

Expected dividends

Nil

Nil

Nil

Nil

Risk-free interest rate

3,00%

3,00%

3,00%

3,00%






 

Warrants scheme





Date of grant

09/06/2016

09/06/2016

09/06/2016

06/06/2016

Share price at grant date

1.5p

2.5p

1.8p

1.8p

Exercise price

6.9p

4.6p

1.8p

2.4p

Expected life

4 years

4 years

9 months

6 months

Expected volatility

61%

61%

61%

61%

Expected dividends

Nil

Nil

Nil

Nil

Risk-free interest rate

3,00%

3,00%

3,00%

3,00%






 

The following warrants were granted in previous years:

 

Warrants granted





Date of grant


28/05/15

26/03/14

01/10/13

Number granted


4,000,000

3,000,000

3,507,975

Contractual life


3 Years

5 years

5 years

Estimated fair value per warrant


£0.001

£0.02

£0.016


The estimated fair values were calculated by applying the Black Scholes pricing model. The model inputs were:

 

Warrant scheme





Date of grant


28/05/15

26/03/14

01/10/13

Share price at grant date


£0.040

£0.055

£0.050

Exercise price


£0.100

£0.080

£0.050

Expected life


3 Years

5 years

2 years

Expected volatility


65%

61.7%

32%

Expected dividends


Nil

Nil

Nil

Risk-free interest rate


3.00%

2.99%

3.0%

 

The warrants in issue during the year are as follows:


Number of warrants

Weighted average exercise price

£

Outstanding at 1 March 2016

10,507,975

0.08

Granted during the year

83,643,144

0.02

Exercised during the year

(12,305,401)

0.02

Outstanding at 28 February 2017

81,845,718

0.02

Exercisable at 28 February 2017

81,845,718

0.03

 

The warrants outstanding at the year-end have an exercise price of £0.02, with a weighted average remaining contractual life of 2 years.

 

The group has recognised a charge amounting to £426,180 (2016: £nil) during the year which has been deducted from share premium as the warrants were issued as consideration for professional fees in relation to the issue of shares.


19.     Financial instruments

 

The Group is exposed to the risks that arise from its use of financial instruments. This note describes the objectives, policies and processes of the Group for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

Capital risk management

 

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising returns to shareholders. In order to maintain or adjust the capital structure, the Group may issue new shares or arrange debt financing. Currently the Group has £nil net debt.

 

The capital structure of the Group consists of cash and cash equivalents and equity, comprising issued capital and retained losses.

 

The Group is not subject to any externally imposed capital requirements.

 

Significant accounting policies

 

Details of the significant accounting policies and methods adopted including the criteria for recognition, the basis of measurement and the bases for recognition of income and expenses for each class of financial asset, financial liability and equity instrument are disclosed in note 3.

 

Principal financial instruments

 

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

·       Trade and other receivables

·       Cash at bank

·       Trade and other payables

 

Categories of financial instruments

 

The Group holds the following financial assets:

 



28 February 2017

£


29 February 2016

£

Loans and receivables





Trade and other receivables


2,507,027


3,066,855

Cash and cash equivalents


131,155


478,619

Total financial assets


2,638,182


 

3,545,474

 

The Group holds the following financial liabilities:



28 February 2017

£


29 February 2016

£

Other financial liabilities





Trade and other payables


1,415,107


3,511,631






Total financial liabilities


1,415,107


3,511,631

 

General objectives, policies and processes

The Board has overall responsibility for the determination of the Group's risk management objectives and policies. The Board receives reports through which it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The overall objective of the Board is to set polices that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are set out below:

Credit risk

The Group's principal financial assets are bank balances and trade and other receivables.

Credit risk arises principally from the Group's cash balances with further risk arising due to its other receivables and available-for-sale investments. Credit risk is the risk that the counterparty fails to repay its obligation to the Group in respect of the amounts owed. The Group gives careful consideration to which organisations it uses for its banking services in order to minimise credit risk. The Group has no sales hence credit risk relating to other receivables is minimal. There are no formal procedures in place for monitoring and collecting amounts owed to the Group. A risk management framework will be developed over time, as appropriate to the size and complexity of the business.

The concentration of the Group's credit risk is considered by counterparty, geography and by currency. The Group has a significant concentration of cash held on deposit with large banks in South Africa, Australia and the United Kingdom with A ratings and above (Standard and Poors).

The concentration of credit risk was as follows:

Currency

28 February 2017

£


29 February 2016

£





Sterling

35,088


345,862

South African Rand

92,913


49,622

Australian Dollar

3,154


83,135


131,155


478,619

There are no other significant concentrations of credit risk at the balance sheet date.

At 28 February 2017, the Group held no collateral as security against any financial asset. The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the Group's maximum exposure to credit risk without taking account of the value of any collateral obtained. At 28 February 2017, no financial assets were past their due date. As a result, there has been no impairment of financial assets during the year. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. Management considers the above measures to be sufficient to control the credit risk exposure.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. Ultimate responsibility for liquidity risk management rests with the Board of directors. The Board manages liquidity risk by regularly reviewing the Group's gearing levels, cash-flow projections and associated headroom and ensuring that excess banking facilities are available for future use.

 

The Group maintains good relationships with its banks, which have high credit ratings and its cash requirements are anticipated via the budgetary process. At 28 February 2017, the Group had £131,155 (2016: £478,619) of cash reserves.

 

Market risk

The Group's activities expose it primarily to the financial risk of changes in foreign currency exchange rates and interest rates.

Interest rate risk

With the exception of cash and cash equivalents, the Group has no interest bearing assets or liabilities. The Group was therefore exposed to minimal interest rate risk during the year. For this reason, no sensitivity analysis has been performed regarding interest rate risk.

Foreign exchange risk

As highlighted earlier in these financial statements, the functional currency of the Group is Pound Sterling. The Group also has foreign currency denominated assets and liabilities. Exposures to exchange rate fluctuations therefore arise. The carrying amount of the Group's foreign currency denominated monetary assets and liabilities, all in Pound Sterling, are shown below in the Group's functional currency:


28 February 2017

£


29 February 2016

£





Cash and cash equivalents

96,075


132,757

Other receivables

465,278


441,855

Trade and other payables

(331,291)


(206,686)






230,062


367,926

 

The Group is exposed to a level of foreign currency risk. Due to the minimal level of foreign transactions; the directors currently believe that foreign currency risk is at an acceptable level.

The Group does not enter into any derivative financial instruments to manage its exposure to foreign currency risk.

The following table details the Group's sensitivity to a 10% increase and decrease in Pound Sterling against the Rand and the Australian Dollar. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonable possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a 10% change in foreign currency rates. The table below shows the effect of a 10% weakening and strengthening of Pound Sterling against the Rand:

 

 

 

2017

 


Rand currency impact strengthening

£



Rand currency impact weakening

 

£







Assets


612,658



501,266

Liabilities


(344,032)



(281,480)



268,626



219,786

 

 

 

2017

 


 

 

Australian currency impact strengthening

£



 

 

 

Australian currency impact weakening

£







Assets


4,830



3,952

Liabilities


(20,389)



(16,682)



(15,558)



(12,730)

 

 

20.     Operating lease commitments

 

The Group had total commitments at the reporting date under non-cancellable operating leases falling due as follows:

 



Land and buildings

£



Land and buildings

£







Within one year


135,730



92,388

Between one and two years


145,255



107,469









280,985



199,857

 

 

 


21.     Events after balance sheet date

Investment in Strategic Minerals Corporation

Following the Company's 25 July 2016 announcement of Bushveld Vametco's execution of a Share Purchase Agreement ("SPA") with Evraz Group S.A. for the conditional purchase of Evraz's 78.8 per cent economic interest in Strategic Minerals Corporation, which owns the producing Vametco vanadium mine and plant in South Africa (the "Acquisition"), the Company completed the transaction on schedule on 6 April 2017.

 

The investment is in line with Bushveld's stated strategy to develop a significant, vertically integrated vanadium platform and accelerate the path to production by several years.

 

BVL is co-owned 45:55 between the Company and its strategic partner, Yellow Dragon Holdings.

 

Deal structure

BVL financed the US$16.466 million investment as follows:

·    Exclusivity fee cash payments to Evraz of US$1.646 million;

·    Bridge loan facility of US$11.0 million from The Barak Fund SPC Limited;

·    A US$3.0 million facility from the Financing and Sales and Marketing Agreement with Wogen Resources Limited; and

·    A cash contribution of US$820,000 from the Company and Yellow Dragon Holdings.

 

On 15 June 2017, BVL announced it had fully settled the US$11.0 million Barak Fund SPC Limited bridge loan plus US$ 961,010 in fees and interest to complete payment of all outstanding obligations in terms of the bridge loan facility agreement.

 

Vametco Alloys

Vametco Alloys is a high quality, low cost mine and plant with a patented vanadium product and a global vanadium customer base. The property is located 8 kilometres to the Northeast of Brits, in the North West Province of the Republic of South Africa, and is owned by SMC through its 75% shareholding in South African domiciled Vametco Holdings. Vametco Alloys is a 100% subsidiary of Vametco Holdings.

 

Key highlights of the Vametco operations include:

·    Mining right for vanadium and other associated minerals over Portion 1 of the farm Uitvalgrond 431 JQ and Portion 1 of the farm Krokodilwaal 426 JQ in Brits, where it operates an open pit mine supplying ore to its vanadium processing plant located on the same properties;

·    Ore Reserves of 27Mt (JORC) with some of the highest in-magnetite vanadium pentoxide (V2O5) grades in the world, averaging of 2.55% vanadium pentoxide in magnetite. The Ore Reserves are sufficient to support the operations for 24 years at current production levels;

·    Mineral Resources in excess of 135Mt (JORC) with average V2O5 grades of 2.10% vanadium pentoxide in magnetite;

·    Significant scope to increase the reserve base by targeted exploration of the inferred resources;

·    Adjacent to Bushveld's Brits Vanadium Project, which is the continuation of the strike of the Vametco mine's deposit with similar vanadium grades to the mine. The deposit, which contains outcropping mineralisation, offers an extension of the life of operations and presents cheaper near-surface ore for the Vametco processing plant;

·    Current plant annual capacity of 2,750 metric tonnes vanadium in the form of Nitrovan and MVO;



 

 

·    An established leadership team with extensive experience in vanadium processing, having collectively worked on all vanadium processing plants in South Africa;

·    One of the cheapest primary producers of vanadium in the world, realising an all-in cash cost of US$17.33/kgV (US$3.57/lb V2O5 equivalent) for the year 2015.

·    The low cost position saw Vametco report 2015, revenues of ZAR629 million and an operating profit of ZAR26.7 million in a constrained economic environment and low vanadium prices (average 2015 market V price was 18.60/kg V). The 2015 closing cash position for the company was ZAR47 million;

·    The positive performance continued into 2016 with the operations reporting markedly improved results for the year headlined by production volume increases to 2,850 mtv.

 

Completion of Bushveld supported Black Economic Empowerment ("BEE") transaction

In connection with the transaction, on 22 February 2017 the Company agreed to facilitate a change in the ownership of one of Vametco Holding's BEE partners.  Bushveld agreed terms with Jaxson 640 (Pty) Limited ("Jaxson 640") to support Jaxson 640's acquisition of a controlling interest in the BEE shareholdings in Vametco (the "Jaxson Transaction").

 

Jaxson 640 completed the Jaxson Transaction on 5 June 2017 with payment of ZAR 8,522,103 (US$ 655,189) to the Avacap (Proprietary) Limited consortium ("Avacap Consortium") to replace the Avacap Consortium as major BEE partner to SMC. Jaxson 640 together with the local communities, on whose land the Vametco mine deposit and processing plant are located, hold a 25% shareholding in Vametco.

 

Under the terms of the agreement Jaxson 640 agreed to purchase the Avacap Consortium's interest in Vametco for a total sum of ZAR 8,522,103 (US$ 655,189), comprising a purchase consideration of ZAR 5,000,000 (US$ 384,405), the settlement of a shareholder loan, with interest, of ZAR 2,000,000 (US$ 153,762) principal and an additional ZAR 1,000,000
(US$ 76,881) premium. In addition, Jaxson assumed its share of the existing debt of approximately ZAR 39.5 million (US$ 3.04 million) historically incurred in establishing the existing BEE shareholding in Vametco.

 

Accordingly, the total outlay by Bushveld in respect of the BEE transaction was ZAR 16,200,087 (US$ 1,245,480), comprising

·    A vendor funding agreement with Jaxson 640 in terms of which Bushveld provided to Jaxson 640 the requisite ZAR 8,522,103 (US$ 655,189)  transaction funding to enable it to complete the transaction. The funding was provided in the form of a vendor loan and will be repaid to Bushveld from dividends due to Jaxson 640 from Vametco over a period of 5 years from acquisition date;

·    A Settlement and Undertaking Agreement with Gingko Trading (Proprietary) Limited ("Gingko") for the payment of ZAR 7.678 million (US$ 0.59 million) to Gingko to replace Gingko as co-lender to Vametco's BEE shareholding structure.

Imaloto Independent Power Producer MoU signed with Sinohydro

On 5 April 2017 the Company announced the signing of a Memorandum of Understanding ("MoU") between its wholly-owned subsidiary, Lemur Holdings Limited ("Lemur") and Sinohydro Corporation Limited ("Sinohydro"). The MoU gives both companies exclusive rights to work with each other on the development of an initial 60 MW independent power producer ("IPP") coal power plant and associated 200 kilometre transmission line in southern Madagascar (the "Project"). It is anticipated that the coal fuel for the power station will be provided from Lemur's coal mining permit area in Madagascar.



 

 

The MoU's objectives include:

·    Development of a Bankable Feasibility Study ("BFS") and a Project Implementation Proposal for the project by Sinohydro, at its own cost, within 12 months of signing the MoU;

·    Preparation by both parties of an Environmental Impact Assessment for the Project;

·    Preparation by both parties of EPC and O&M contracts for the IPP plant and the EPC contract for the transmission line within 18 months;

·    Cooperation between the two parties to secure both debt and equity funding for the project;

·    Potential establishment of a future company for the Project upon completion of the BFS, in which Sinohydro's parent company, PowerChina, may take an equity interest;

·    Lemur will continue the development of its mine in order to supply coal to the Imaloto IPP.

 

Lemur has to date completed a conceptual study, followed by more detailed pre-feasibility studies ("PFS") for the mine, power plant and transmission line. These studies demonstrated favourable project economics, including the existing and future demand for electricity in the area. Sinohydro will use its vast expertise in power plant and transmission line engineering and construction to build on the work already done by Lemur in the PFS.

 

The Project stands to have a transformational impact on Madagascar. At present, no electricity grid exists in the southern part of the island. The Project would be able to not only supply electricity cheaper to existing mining and industrial operations in the region, but to also deliver electricity to tens of thousands of people currently without access to power. Realising this, the Madagascar power utility, Jirama, is currently negotiating an offtake agreement with Lemur for electricity for the IPP.

Greenhills' acquisition of the Uis tin project

The Company's wholly owned subsidiary Greenhills Resources Limited ("Greenhills") completed the acquisition of a 49.5% interest in Dawnmin Africa Investments Limited ("Dawnmin") from a consortium of Namibian shareholders (the "Sellers").  In accordance with the terms of the signed Sale of Shares and Claims Agreement, 41 million ordinary shares of 1 pence each in Bushveld ("Consideration Shares") were issued to the Sellers and admitted to trading on AIM on 21 June 2017.

 

Dawnmin's interest in the Uis tin project (the "Project") is held through its 85% shareholding of Guinea Fowl Investments 27 (Proprietary) Limited ("Guinea Fowl"). The remaining 15% shareholding in Guinea Fowl is held by the Small Miners of Uis, a Namibian Government entity.

 

Under the terms of the transaction:

·    The Consideration Shares are subject to a six months trading encumbrance and / or sale restriction from the date of issue;

·    Erongo, the majority shareholder in Dawnmin, will spend up to A$2.0 million (two million Australian Dollars) to complete a scoping study at the project, including the acquisition of processing equipment where deemed appropriate by the board of Bushveld and Technical team of Dawnmin, which will be comprised of representatives from Bushveld and Erongo;

·    Greenhills was granted an ever-green option to acquire a controlling interest in Dawnmin through the acquisition of an additional 1% interest in Dawnmin for a total consideration of US$1.2 million, plus a further option to earn an additional 20% in Dawnmin following Erongo's completion of the scoping study, as follows:

o   An additional 10% shareholding in Dawnmin in return for providing funding of up to US$1.0 million to take the Project to pre-feasibility stage; and

o   A further 10% shareholding in Dawnmin in return for providing an additional up to US$1.0 million to deliver a bankable feasibility study;

o   Greenhills has appointed two directors to the boards of Dawnmin and Guinea Fowl to sit alongside the two Erongo-nominated directors;

 

·    No regulatory approvals were required from the Namibian Minister of Mines for the acquisition.

 

Uis Tin Project

The Uis Tin Project is one of the largest undeveloped opencast hard rock tin deposits in the world and has a history of significant tin mining and an estimated 70.3Mt non-JORC resource at 0.14% Sn for a total potential resource of over 90kt of contained tin.

 

The Project is located in the Erongo Region of Namibia and comprises three mining licences, ML 134, ML 129 (B1 and C1) and ML 133. Historic work confirmed a significant tin resource on all three licences, the most significant of which is the ML 134 resource estimated at 70.3Mt at 0.14% Sn for a total potential resource of over 90kt of contained tin.

 

·    Due diligence confirms large well developed pegmatite ore body with 0.3% Sn commonly found in greisenised zones, estimated to host approximately 20,000 tons of tin;

·    Intent to confirm JORC compliant resource, advance feasibility studies, while simultaneously refurbishing an old existing plant for a 10tph pilot scale production of tin concentrate, with a view to scale up targeting the identified high grade zones.

 

Following due diligence work recently completed, the Company has identified significant high grade zones that it recommends form the basis for early production with pilot scale production, at the existing plant which is currently being refurbished by Erongo, targeted for the second half of 2017.

 

The Company continues to advance its stated strategy to build a critical mass of tin resources with a near term production profile, to advance the projects towards production and to establish Greenhills as a standalone tin platform offering exposure to a pan-African tin portfolio to investors. Options for listing Greenhills as a stand-alone platform are currently being considered by the Company.

22.     Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

VM Investments is a related party due to two of the Executive Directors (Fortune Mojapelo and Anthony Viljoen) of Bushveld Minerals Limited being majority shareholders of VM Investments. At the year end, the Group owed VM Investments Ltd £39,712 (2016: £26,134). During the year, VM Investments charged the Group £nil (2016: £67,047) for office accommodation and other office services.

 

The remuneration of the directors, who are the key management personnel of the Group, is set out below. Further information about the remuneration of individual directors is provided in the Directors' remuneration report.



28 February 2017

£


29 February 2016

£






Fees for services as directors


65,000


65,000

Short-term employee benefits


346,466


257,916



411,466


322,916

 

Included within the above figure of short-term employee benefits is an amount of £240,224 (2016: £97,500) which has been capitalised as part of intangible exploration expenditure.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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2017 Audited Annual Financial Results - RNS