4 November 2024
Caracal Gold
PLC
('Caracal'
or the 'Company')
Interim results - 31 December
2023
Caracal Gold PLC ("the Company"), the East African gold producer with
over 1.3 million oz of JORC-compliant gold resource, is pleased to
announce its unaudited interim results for the six months
ended 31 Dec 2023 ("the period").
These results can also be found on the Company's
website.
Simon Grant-Rennick, Chairman, commented: "The
completion of the interims indicates that the Company is one step
nearer to being able to lift the Company's suspension and progress
the prospectus in line with our announcement of 19 September. I
would like to thank our shareholders for their continued
patience."
* * ENDS *
*
For further information
visit www.caracalgold.com or
contact the following:
Notes:
Caracal Gold plc is an
expanding East African focused gold producer with a clear path to
grow production and resources both organically and through
strategic acquisitions. Its aim is to rapidly increase production
to +50,000ozs p.a. and build a JORC compliant resource base of
+3Moz. The Company is progressing a well-defined mine optimisation
strategy at its 100% owned Kilimapesa Gold
Mine in Kenya, where there is significant mid-term
expansion potential and the ability to increase gold production to
24,000oz p.a. and the resource to +2Moz (current JORC compliant
resources of approx. 706,000oz). Alongside this, Caracal owns 100%
of Tyacks Gold Ltd which owns the Nyakafuru
Project in Tanzania, which has an established high-grade
shallow gold resource of 658,751oz at 2.08g/t contained within four
deposits over 280 km2 and appears amenable to development as a
large scale conventional open pit operation.
Caracal's experienced team has a
proven track record in successfully developing and operating mining
projects throughout Africa.
The Company is a responsible mining
and exploration company and supports the positive social and
economic change that it contributes to the communities in the
regions that it operates. It is a proudly East African-focused
company: it buys locally, employs locally, and protects the
environment and its employees and their families' health, safety,
and wellbeing.
Operational Review
The interim accounts cover the
period of operations from 1 July 2023 to 31 December 2023, which
continued to be a challenging period for the Company. Focus
has been on progressing the financing options for the Company
whilst ensuring that financial reporting requirements are being met
in order to meet the requirements for a restoration of the
Company's listing.
On 13 July 2023, the Company
announced its Mineral Resource Estimate for
its assets in Kenya and Tanzania. This table is
shown below.
Summary
|
Measured and
Indicated
|
Inferred
|
Total
|
|
Tonnes
(Mt)
|
Grade (Au
g/t)
|
Ounces
(k)
|
Tonnes
(Mt)
|
Grade (Au
g/t)
|
Ounces
(k)
|
Tonnes
(Mt)
|
Grade (Au
g/t)
|
Ounces
(k)
|
KENYA
|
|
|
|
|
|
|
|
|
|
Kilimapesa Hill
|
6.92
|
1.45
|
318
|
5.22
|
1.48
|
248
|
12.15
|
1.5
|
566
|
Red Ray
|
0.88
|
2.84
|
80
|
1.03
|
1.83
|
60
|
1.91
|
2.28
|
140
|
Sub-Total
|
7.8
|
1.59
|
398
|
6.25
|
1.53
|
308
|
14.06
|
1.56
|
706
|
TANZANIA
|
|
|
|
|
|
|
|
|
|
Voyager Mentelle
|
5.9
|
1.71
|
322
|
1.9
|
1.47
|
89
|
7.7
|
1.65
|
411
|
Leeuwin Grange
|
2.2
|
1.62
|
114
|
2.4
|
1.75
|
134
|
4.6
|
1.69
|
248
|
Sub-Total
|
8.1
|
1.67
|
436
|
4.3
|
1.61
|
223
|
12.3
|
1.67
|
659
|
|
|
|
|
|
|
|
|
|
|
GROUP TOTAL
|
15.9
|
1.63
|
834
|
10.55
|
1.57
|
531
|
26.36
|
1.61
|
1365
|
On 26 October 2023, the Company
announced the completion of phase 1 of the work program for the
Mine Plan for the Kilimapesa expansion. This was led by
Minopex Advisory (Pty) Ltd, who were tasked with a review of the geological model, mineralization model and grade
models; as well as producing the Whittle optimisations, pit designs
and a project evaluation.
This Phase 1 mining plan has
2,427,279t of ore mined over the 36-month period at an average
grade of 1.06g/t. 529,756t at an average grade of 1.8g/t are
processed through the Milling/CIL plant with 1,897,524t at an
average grade of 0.86g/t processed by the Heap Leach plant. The
plan assumes a 75% recovery by the Milling/CIL plant for 23,002oz
recovered and a 50% recovery through the Heap Leach plant for a
total of 26,153oz recovered. Combined Milling/CIL and Heap Leach
production over the 36 months is 49,155oz.
The current capital cost to complete
the Kilimapesa expansion project is approximately
US $10.5m based on the results from the Phase 1 work. A
reduction in the capital is expected and this plan will now be
costed and an updated capital cost for the expansion project will
be calculated and announced at a later date.
Board Appointments and Changes
On 19 July 2023, the Company
announced the resignation of the Non-Executive Director, Rachel
Johnston. There were no other Board changes during the period
covered by these interim statements.
Outlook
The Company was pleased to announce
two significant developments on the 28 October 2024. The receipt of
the mining license for the Kanegele project
in Tanzania and
the finalization of payment terms with Tyacks Gold
Limited's vendors. This, alongside the
announcement of 21 June 2024, which set out the details in the
conditional funding secured from a strategic investor (the "Cynergy
Transaction") and the Mine Plan mentioned above, highlight that the
Company are making significant progress and expect to now have the
essential funding for the Kilimapesa expansion.
Interim Financial Review for the Period 1 July 2023 to 31
December 2023
For the interim period from 1 July
2023 to 31 December 2023, the financial performance was marked by a
reduction in revenue due to the temporary cessation of production
and a smaller workforce. This in turn led to a decrease in
administrative expenses from £1.9m to £1.2m.
Finance costs rose substantially
from £0.3m to £0.9m due to increased interest expenses. The rise in
these costs is largely driven by the addition of new financing
facilities to support working capital and operational needs of the
Group.
As of 31 December 2023, the balance
sheet reflects an increased net liability position from £7.3m to
£9.9m compared to the end of June 2023. This increase is primarily
due to the new financing obtained within the period, contributing
additional liabilities.
The cash outflow from operations
remained comparable to the prior interim period, totalling
approximately £1 million.
The proceeds from loan notes in this
period amounted to £1.1m, a decrease from the £2m received in the
prior interim period. Additionally, new equity from shareholders
brought in £0.2 million.
In summary, the temporary cessation
of production, the increased finance costs and additional financing
have continued to place pressure on the Group's net liability
position. However, management is focused on navigating these
challenges with a continued emphasis on producing the required
financial reports to lift its suspension, raise new finance and
commence the Kilimapesa expansion mine plan as well as advancing
the Kanegele project in Tanzania.
Principal Risks
The principal risks and
uncertainties for the remaining six months of the financial year
remain the same as those contained within the annual report and
accounts as at 30 June 2023.
Despite the net liability position
as of 31 December 2023, the directors are confident in the Group's
ability to generate future income and its access to financing to do
this. They also have reviewed the carrying value of the Group's
assets and do not consider there to be any further impairment in
their value since 30 June 2023.
Related- party transactions
On 13 July 2023, the Company
announced that certain investors which took place in the
subscription were introduced by Mr. Stefan Muller who is
a Non-Executive Director of the Company. Mr.
Muller's company Deutsche Gesellschaft
für Wertpapieranalyse GmbH ("DGWA") was paid a commission
of 5% of the gross proceeds of the amount introduced by DGWA (the
"Commission"). DGWA has opted to take this commission in shares at
the Subscription Price, totalling 3,350,000 ordinary shares (the
"Commission Shares").
DGWA was also be paid a commission
of 6% on the US $1m the Company received from Orca
Capital GmbH via the issue or secured convertible loan notes
announced on 16th February 2023.
On 29 September 2023, the Company
signed a short-term loan from the Director Robbie McCrae for
£33,000 ($40,000) with an annual interest rate of 10%, repayable on
31 December 2025.
On 13 November 2023, the Company
signed a short-term loan from the Director Robbie McCrae for
$150,000 with an annual interest rate of 10% per annum above the
Bank of England's Base Rate, repayable on 31 December
2025.
On 1 October 2024,
the Company announced it had entered into a
further Loan Agreement with Robbie
McCrae, the CEO of Caracal. The principal amount
of the loan is US$100,000. The final
repayment date will be 31 December 2024, accruing interest at 10% per annum above
the Bank of England's Bank
Rate.
Statement of directors' responsibilities
The directors confirm that these
condensed interim financial statements have been prepared in
accordance with UK adopted International Accounting Standard 34,
'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority and that the interim management report includes a
fair review of the information required by DTR 4.2.7 and DTR 4.2.8,
namely:
· an
indication of important events that have occurred during the first
six months and their impact on the condensed set of financial
statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
· material related-party transactions in the first six months
and any material changes in the related-party transactions
described in the last annual report.
By order of the board
The interim report was approved by
the Board of Directors and the above responsibility statement was
signed on its behalf by:
Simon
Grant-Rennick
Executive
Chairman
4 November
2024
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
|
Note
|
6 months
ended
31
December
2023
£'000
(unaudited)
|
12 months
ended
31
December
2022
£'000
(unaudited)
|
Continuing operations
|
|
|
|
|
|
|
|
Revenue
|
|
646
|
2,380
|
Cost of
sales
|
|
(1,222)
|
(3,306)
|
Gross
loss
|
|
(576)
|
(926)
|
|
|
|
|
Administrative
expenses
|
|
(1,238)
|
(1,905)
|
Operating loss before finance costs
|
|
(1,814)
|
(2,831)
|
|
|
|
|
Finance costs
|
|
(876)
|
(269)
|
Other income
|
|
13
|
4
|
Foreign exchange loss
|
|
30
|
(617)
|
|
|
|
|
Loss before
taxation
|
|
(2,647)
|
(3,713)
|
Taxation
|
|
-
|
-
|
|
|
|
|
Loss for the period
|
|
(2,647)
|
(3,713)
|
|
|
|
|
Other comprehensive income - items that may be reclassified subsequently to profit and loss
account
|
|
|
|
|
|
|
|
Translation of foreign
operations
|
|
142
|
433
|
Total other comprehensive loss
|
|
142
|
433
|
|
|
|
|
Total comprehensive loss for the period attributable to the
owners of the Parent Company
|
|
(2,505)
|
(3,280)
|
|
|
|
|
|
|
|
|
Loss per share - basic and diluted
(pence)
|
5
|
(0.12p)
|
(0.20p)
|
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
|
Note
|
As at
31
December
2023
£'000
(unaudited)
|
As at
30
June
2023
£'000
(audited)
|
Non-Current Assets
|
|
|
|
Intangible assets
|
6
|
2,904
|
3,074
|
Property, plant and
equipment
|
7
|
4,270
|
4,974
|
Total Non-Current Assets
|
|
7,174
|
8,048
|
|
|
|
|
Current assets
|
|
|
|
Inventories
|
8
|
318
|
466
|
Trade and other
receivables
|
9
|
268
|
588
|
Cash and cash equivalents
|
|
73
|
63
|
Total Current Assets
|
|
659
|
1,117
|
|
|
|
|
Total Assets
|
|
7,833
|
9,165
|
|
|
|
|
Equity and Liabilities
|
|
|
|
Share capital
|
12
|
2,163
|
2,129
|
Share premium
|
12
|
14,962
|
14,893
|
Translation reserve
|
|
(995)
|
(937)
|
Reverse acquisition
reserve
|
|
6,481
|
6,481
|
Share-based payment
reserve
|
|
619
|
619
|
Retained earnings
|
|
(33,084)
|
(30,437)
|
Total Equity
|
|
(9,854)
|
(7,252)
|
|
|
|
|
Non-Current Liabilities
|
|
|
|
Deferred tax liability
|
|
552
|
552
|
Provisions and contingent
liabilities
|
|
591
|
750
|
Loans and borrowings - interest
bearing
|
11
|
660
|
741
|
Total Non-Current Liabilities
|
|
1,803
|
2,043
|
|
|
|
|
Current Liabilities
|
|
|
|
Trade and other payables
|
10
|
7,461
|
7,609
|
Loans and borrowings - interest
bearing
|
11
|
8,423
|
6,765
|
Total Current Liabilities
|
|
15,883
|
14,374
|
|
|
|
|
Total Liabilities
|
|
17,687
|
16,417
|
|
|
|
|
Total Equity and Liabilities
|
|
7,833
|
9,165
|
|
|
|
|
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
|
Share
capital
£'000
|
Share
premium
£'000
|
Share-based payment
reserve
£'000
|
Reverse acquisition
reserve
£'000
|
Foreign currency
reserve
£'000
|
Retained
earnings
£'000
|
Total
£'000
|
|
|
|
|
|
|
|
|
Balance at 30 June 2022 (audited) - Restated
|
1,879
|
14,306
|
148
|
6,481
|
444
|
(25,302)
|
(2,044)
|
Loss for the Period
|
-
|
-
|
-
|
-
|
-
|
(3,713)
|
(3,713)
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
433
|
-
|
433
|
Total comprehensive loss for
the period
|
-
|
-
|
-
|
-
|
433
|
(3,713)
|
(3,280)
|
Cost of share issues in prior
period
|
-
|
(60)
|
-
|
-
|
-
|
-
|
(60)
|
Total transactions with
owners
|
-
|
(60)
|
-
|
-
|
-
|
-
|
(60)
|
Balance at 31 December 2022 (unaudited) -
Restated
|
1,879
|
14,246
|
148
|
6,481
|
877
|
(29,015)
|
(5,384)
|
Loss for the Period
|
-
|
-
|
-
|
-
|
-
|
(1,506)
|
(1,506)
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
(1,814)
|
-
|
(1,814)
|
Total comprehensive loss for
the period
|
-
|
-
|
-
|
-
|
(1,814)
|
(1,506)
|
(3,320)
|
Issue of shares
|
250
|
667
|
-
|
-
|
-
|
-
|
917
|
Cost of shares issued
|
-
|
(20)
|
-
|
-
|
-
|
-
|
(20)
|
Share-based payment
|
-
|
-
|
555
|
-
|
-
|
-
|
555
|
Expired warrants
|
-
|
-
|
(84)
|
-
|
-
|
84
|
-
|
Total transactions with
owners
|
250
|
647
|
471
|
-
|
-
|
84
|
1,452
|
Balance at 30 June 2023 (audited)
|
2,129
|
14,893
|
619
|
6,481
|
(937)
|
(30,437)
|
(7,252)
|
Loss for the Period
|
-
|
-
|
-
|
-
|
-
|
(2,647)
|
(2,647)
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
(58)
|
-
|
(58)
|
Total comprehensive loss for
the period
|
-
|
-
|
-
|
-
|
(58)
|
(2,647)
|
(2,505)
|
Issue of shares
|
34
|
69
|
-
|
-
|
-
|
-
|
103
|
Total transactions with
owners
|
34
|
69
|
-
|
-
|
-
|
-
|
103
|
Balance at 31 December 2023 (unaudited)
|
2,163
|
14,962
|
619
|
6,481
|
(995)
|
(33,084)
|
(9,854)
|
CARACAL GOLD PLC
INTERIM CONDENSED CONSOLIDATED CASH FLOW
STATEMENT
|
6 months
ended
31
December
2023
£'000
(unaudited)
|
6 months
ended
31
December
2022
£'000
(unaudited)
|
|
|
|
Cash flows from operating
activities
|
|
|
Operating loss - continuing
operations
|
(2,647)
|
(3,713)
|
Adjustments for:
|
|
|
Depreciation
|
240
|
258
|
Other income
|
(13)
|
-
|
Finance costs
|
876
|
269
|
Share-based payment
|
10
|
-
|
Foreign exchange movement
|
64
|
433
|
Operating cash flow before working capital
movements
|
(1,470)
|
(2,753)
|
|
|
|
Decrease in trade and other
receivables
|
320
|
326
|
(Increase)/decrease in trade and
other payables
|
(150)
|
1,475
|
Decrease/(increase) in
inventories
|
148
|
(61)
|
Net
cash flows from operating activities
|
(1,152)
|
(1,013)
|
|
|
|
Net cash flows from investing
activities
|
|
|
Payments for intangibles
assets
|
-
|
(343)
|
Expenditure of exploration,
development and production assets
|
(36)
|
(592)
|
Net
cash flows from investing activities
|
(36)
|
(935)
|
|
|
|
Net cash flows from financing
activities
|
|
|
Proceeds from loan notes
|
1,054
|
2,000
|
Payment of lease
liabilities
|
(48)
|
(69)
|
Interest paid
|
(52)
|
-
|
Proceeds from issue of share
capital
|
244
|
-
|
Cost of share issues
|
-
|
(60)
|
Net
cash flows from financing activities
|
1,198
|
1,870
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents
|
10
|
(78)
|
Cash and cash equivalents at the
beginning of the period
|
63
|
80
|
Cash and cash equivalents at the end of the
period
|
73
|
2
|
|
|
|
1. General Information
Caracal Gold Plc ('the Company' or
'CGP') is a public limited company with its shares traded in the
"Equity Shares - Transition" category of the London Stock Exchange.
This trading is currently suspended due to the delayed filing of
financial information. The address of the registered office is
27-28 Eastcastle Street, London, W1W 8DN. The Company was
incorporated and registered in England and Wales on 19 October 2015
as a private limited company and re-registered on 24 June 2016 as a
public limited company. The Company's registered number is
09829720.
The principal activity of the
Company and its subsidiaries (the "Group") is the exploration,
development and mining of gold in Kenya and Tanzania and the
development of further projects to expand its operations within
this industry.
These interim condensed consolidated
financial statements were approved for issue by the Board of
directors on 4 November 2024.
The Company's auditors have not
reviewed these interim condensed consolidated financial
statements.
2. Basis of preparation
This condensed consolidated interim
financial report for the interim period ended 31 December 2023 has
been prepared in accordance with the UK-adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the
Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority.
This interim financial report does
not include all the notes of the type normally included in an
annual financial report. Accordingly, this report should be read in
conjunction with the financial statements for the year ended 30
June 2023, which has been prepared in accordance with both
"International Accounting Standards in conformity with the
requirements of the Companies Act 2006" and "International
Financial Reporting Standards adopted pursuant to Regulation (EC)
No 1606/2002 as it applies in the European Union" and any public
announcements made by Caracal Gold Plc during the interim reporting
period.
The interim financial statements
present the results for the Group for the 6 months ended 31
December 2023. The statement of comprehensive income and cashflow
comparative periods are for the period from 1 July to 31 December
2022 and the balance sheet is for the period ended 30 June 2023.
The comparatives in the statement of comprehensive income for 31
December 2022 have not been restated for the prior year adjustment,
in relation to the error in identification of Right of Use Assets,
as the effect to this statement is not considered
material.
No taxation charge has arisen for
the period and the Directors have not declared an interim
dividend.
Copies of the interim report can be
found on the Company's website at www.caracalgold.com
The financial information has been
prepared under the historical cost convention, as modified by the
accounting standard for financial instruments at fair
value.
The business is not considered to be
seasonal in nature.
The accounting policies applied by
the Group in these interim condensed consolidated financial
statements are the same as those applied by the Group in its
audited financial statements for the period ended 30 June
2023. There were no new or amended
accounting standards adopted or introduced that required the Group
to change its accounting policies. The directors also considered
the impact of standards issued but not yet applied by the Group and
do not consider that there will be a material impact of transition
on the financial statements.
Going concern
The interim condensed consolidated
financial statements have been prepared on a going concern basis.
The Group's assets are not currently generating substantial
revenues and therefore an operating loss has been reported. An
operating loss is still likely in the 12 months subsequent to the
date of these financial statements. As a result, the Group will
need to raise funding to provide additional working capital within
the next 12 months. The ability of the Group to meet its projected
expenditure is dependent on both operational performance, further
equity injections and / or the raising of cash through bank loans
or other debt instruments. These conditions necessarily indicate
that a material uncertainty exists that may cast significant doubt
over the Group's ability to continue as a going concern and
therefore their ability to realise their assets and discharge their
liabilities in the normal course of business. Whilst acknowledging
this material uncertainty, the directors remain confident the
project will perform and they will be able to raise additional
finance and therefore, the directors consider it appropriate to
prepare the interim condensed consolidated financial statements on
a going concern basis. The interim condensed consolidated financial
statements do not include the adjustments that would result if the
Group were unable to continue as a going concern.
3. Critical Estimate and
Judgements
The preparation of interim financial
statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and
the reported amounts of assets and liabilities, income and expense.
Actual results might differ from these estimates.
In preparing these condensed interim
financial statements, the significant judgements made by management
in applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the
financial statements of Caracal Gold Plc for the year ended 30 June
2023.
4. Segment Reporting
For the purpose of IFRS 8, the Chief
Operating Decision Maker "CODM" takes the form of the board of
directors. The directors are of the opinion that the business of
the Group focused on three reportable segments as
follows:
· Head
office, corporate and administrative, including parent company
activities of raising finance and seeking new investment
opportunities, all based in the UK;
· Gold
mining operations, based in Kenya, and
· Gold
exploration, based in Tanzania.
The geographical information is the
same as the operational segmental information shown
below.
Interim period ending 31
December 2023
|
|
United Kingdom
£'000
|
Kenya
£'000
|
Tanzania
£'000
|
|
£'000
|
Revenue
|
|
-
|
646
|
-
|
|
646
|
Cost of sales
|
|
-
|
(1,222)
|
-
|
|
(1,222)
|
Gross Profit
|
|
-
|
(576)
|
-
|
|
(576)
|
Operating expenses
|
|
(466)
|
(699)
|
(73)
|
|
(1,238)
|
Operating Loss
|
|
(466)
|
(1,275)
|
(73)
|
|
(1,814)
|
Other income
|
|
-
|
13
|
-
|
|
13
|
Finance and similar
charges
|
|
(824)
|
(52)
|
-
|
|
(876)
|
Foreign exchange
|
|
33
|
-
|
(3)
|
|
30
|
Loss before and after tax
|
|
(1,257)
|
(1,314)
|
(76)
|
|
(2,647)
|
Net
Assets
|
|
|
|
|
|
|
Assets:
|
|
342
|
5,059
|
2,432
|
|
7,833
|
Liabilities
|
|
(12,093)
|
(4,896)
|
(698)
|
|
(17,687)
|
Net assets/(liabilities)
|
|
(11,751)
|
163
|
1,734
|
|
(9,854)
|
|
|
|
|
|
|
|
Interim period ending 31
December 2022
|
|
United Kingdom
£'000
|
Kenya
£'000
|
Tanzania
£'000
|
|
£'000
|
Revenue
|
|
-
|
2,380
|
-
|
|
2,380
|
Cost of sales
|
|
-
|
(3,306)
|
-
|
|
(3,306)
|
Gross Profit
|
|
-
|
(926)
|
-
|
|
(926)
|
Operating expenses
|
|
(889)
|
(955)
|
(61)
|
|
(1,905)
|
Operating Loss
|
|
(889)
|
(1,881)
|
(61)
|
|
(2,831)
|
Other income
|
|
-
|
4
|
-
|
|
4
|
Finance and similar
charges
|
|
(238)
|
(32)
|
-
|
|
(269)
|
Foreign exchange
|
|
-
|
(615)
|
(2)
|
|
(617)
|
Loss before and after tax
|
|
(1,127)
|
(2,524)
|
(63)
|
|
(3,713)
|
Net
Assets
|
|
|
|
|
|
|
Assets:
|
|
1,581
|
6,156
|
2,397
|
|
10,134
|
Liabilities
|
|
(12,223)
|
(2,749)
|
(564)
|
|
(15,537)
|
Net assets /
(liabilities)
|
|
1,637
|
3,407
|
1,832
|
|
(5,402)
|
5.
Earnings per share (EPS)
Basic and diluted loss per share is
calculated by dividing the earnings attributable to ordinary
shareholders by the weighted average number of ordinary shares
outstanding during the period.
|
6 months
ended
31
December
2023
£'000
(unaudited)
|
6 months ended 31 December
2022
£'000
(unaudited)
|
|
|
|
Loss for the period
|
(2,647)
|
(3,713)
|
|
|
|
Weighted average number of shares in
issue
|
2,142,453,718
|
1,878,978,592
|
Basic and Diluted earnings per
share
|
(0.12p)
|
(0.20p)
|
|
|
|
There is no difference between the
diluted loss per share and the basic loss per share presented.
Share options, convertible loan notes, deferred share consideration
and warrants could potentially dilute basic earnings per share in
the future but were not included in the calculation of diluted
earnings per share as they are anti-dilutive for the period
presented.
6. Intangible assets
|
Total
£'000
|
|
|
Balance as at 30 June
2023
|
3,074
|
Foreign exchange movement
|
(170)
|
Balance as at 31 December
2023
|
2,904
|
|
|
7. Property, Plant and Equipment
|
Land
|
Land Leased
|
Buildings
|
Mining
Assets
|
Plant and
Equipment
|
Field Vehicles
(Leased)
|
Production
Vehicles
|
Office Equipment and
Other
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
|
|
|
|
|
|
Balance as at 30 June 2023
(audited)
|
197
|
675
|
125
|
2,403
|
3,478
|
118
|
644
|
171
|
7,811
|
Acquisitions
|
-
|
-
|
-
|
-
|
17
|
-
|
-
|
19
|
36
|
FX effect
|
(21)
|
(72)
|
(13)
|
(258)
|
(340)
|
(13)
|
(70)
|
(20)
|
(807)
|
Balance as at 31 December 2023
(unaudited)
|
176
|
603
|
112
|
2,145
|
3,155
|
105
|
574
|
170
|
7,040
|
|
|
|
|
|
|
|
|
|
|
Accumulated
Depreciation
|
|
|
|
|
|
|
|
|
|
Balance as at 30 June 2023
(audited)
|
-
|
230
|
43
|
179
|
1,971
|
24
|
362
|
28
|
2,837
|
Depreciation charge
|
-
|
2
|
3
|
3
|
162
|
19
|
40
|
11
|
240
|
FX effect
|
-
|
(25)
|
(2)
|
(20)
|
(215)
|
(3)
|
(42)
|
-
|
(307)
|
Balance as at 31 December 2023
(unaudited)
|
-
|
207
|
44
|
162
|
1,918
|
40
|
360
|
39
|
2,770
|
|
|
|
|
|
|
|
|
|
|
Carrying
value
|
|
|
|
|
|
|
|
|
|
Balance as at 30 June 2022
(audited)
|
197
|
445
|
82
|
2,224
|
1,507
|
94
|
282
|
143
|
4,974
|
Balance as at 31 December 2022
(unaudited)
|
176
|
396
|
68
|
1,983
|
1,237
|
65
|
214
|
131
|
4,270
|
8. Inventories
|
31 December
2023
£'000
(unaudited)
|
30 June
2023
£'000
(audited)
|
|
|
|
Consumable stores
|
75
|
85
|
Raw materials and broken
ore
|
243
|
334
|
Precious metal on hand and in
process
|
-
|
47
|
|
318
|
466
|
9. Trade and other
receivables
|
31 December
2023
£'000
(unaudited)
|
30 June
2023
£'000
(audited)
|
|
|
|
Trade debtors
|
11
|
-
|
VAT receivables
|
177
|
384
|
Other receivables and
prepayments
|
80
|
204
|
|
268
|
588
|
10. Trade and other payables
|
31 December
2023
£'000
(unaudited)
|
30 June
2023
£'000
(audited)
|
|
|
|
Trade creditors
|
2,908
|
3,145
|
Other payables and
accruals
|
2,518
|
2,429
|
Amounts due to related
parties
|
535
|
535
|
Deferred consideration
|
1,500
|
1,500
|
|
7,461
|
7,609
|
Amounts due to related parties of
£535,000 (30 June 2023 £535,000) is the fair value of the amount
due in shares to the Directors Robbie McCrae and Gerard
Kisbey-Green, as part of a pledge exercised by Mill End in relation
to their loan facility. Further details can be found in the
financial statements dated 30 June 2023.
The deferred consideration of £1.5m
is due to Mayflower Capital as part of the consideration due for
the acquisition of KPGL. This is due to be paid in shares
on approval of the Prospectus by the FCA and the
subsequent ability and authority of the Company to issue these
shares.
11. Loans and Borrowings - Interest
Bearing
|
31 December
2023
£'000
(unaudited)
|
30 June
2023
£'000
(audited)
|
|
£'000
|
£'000
|
Non-current liabilities
|
|
|
Bank borrowings
|
181
|
241
|
Finance leases
|
479
|
500
|
|
660
|
741
|
Current liabilities
|
|
|
Bank borrowings
|
107
|
188
|
Finance leases
|
31
|
44
|
Loan notes
|
8,285
|
6,533
|
|
8,423
|
6,765
|
On 6 November 2023, the Company
entered into a US$1,400,000 Financing Agreement with Koening
Vermoegensverwal Tungsgesellschaft. The Company shall make monthly
payments and each monthly payment shall be calculated as the higher
of US$50,000 and 50% of free cash flow of the Company. The total
repayment has been agreed as follows: (i) $1,750,000 if settled on
or before 30 June 2024; (ii) $2,100,000 if settled on or before 31
December 2024; (iii) $2,450,000 if settled on or before 30 June
2025; and (iv) $2,800,000 if settled on or before 31 December
2025.
As at the date of these statements
no monthly repayments have been made.
In addition, on 29 September 2023
and 13 November 2023, the Company signed short term loans with the
Director Robbie McCrae for £33,000 ($40,000) and £124,000
($150,000), respectively. Both loans carry an annual interest
rate of 10% above the Bank of
England's Bank Rate and are repayable
on 31 December 2025.
12. Share capital and
premium
|
Ordinary
Shares
(number)
|
Share
Capital
£'000
|
Share
Premium
£'000
|
Total
£'000
|
|
|
|
|
|
As
at 30 June 2022
|
1,878,978,592
|
1,879
|
14,306
|
16,185
|
|
(2)
|
|
|
|
Issue of shares for Tyacks
settlement
|
133,333,334
|
133
|
433
|
567
|
Issue of shares at placing price of
£0.003 on 21 June 2023
|
117,000,000
|
117
|
234
|
351
|
Cost of share issue
|
-
|
-
|
(80)
|
(80)
|
As
at 30 June 2023
|
2,129,311,924
|
2,129
|
14,893
|
17,023
|
Issue of shares on 26 July
2023
|
3,350,000
|
3
|
7
|
10
|
Issue of shares on 26 September
2023
|
30,916,667
|
31
|
62
|
93
|
|
|
|
|
|
As
at 31 December 2023
|
2,163,578,591
|
2,163
|
14,692
|
17,125
|
13. Post balance sheet
events
On 19 January 2024 the Company
entered into a loan agreement for US$250,000 (the
"Loan") with CSS Alpha
Global Pte Ltd (the "Lender") on the following principal
terms:
· The
term of the Loan is 12 months.
· The
Loan carries interest of 3% per month.
· There
will be a three-month grace period and thereafter the Loan will be
repaid in nine equal instalments. The Company is renegotiating the
principle terms.
· The
Loan is secured by a debenture against Caracal Gold Plc in favour of the
Lender.
· The
Loan is also secured by a personal guarantee from the Company's CEO
for 50% of the principal amount. Mr.
McCrae will receive a payment from the
Company amounting to 10% of the amount secured by his personal
guarantee.
The personal guarantee given
by Robbie McCrae including the associated payment he
shall receive in compensation is a related party transaction. The
Board of Directors of the Company which were not involved in the
related party transaction considered the terms of the transaction
fair and reasonable in so far as the shareholders are
concerned. In addition, as part of the
transaction the parent company of the Lender shall receive
13,000,000 new Ordinary Shares of £0.001 in the Company
("Fee Shares"). The
admission of the Fee Shares to trading is conditional upon approval
of a prospectus by the Financial Conduct Authority.
On 23 January 2024, the Company
issued 46,666,667 new Ordinary Shares of £0.001 each at a price of
£0.003 per Ordinary Share (fund raise of £140,000). The subscribers
were also issued a total of 46,666,667 investor warrants based on a
one for one basis, with an exercise price of £0.0042 and expiry
date of 23 January 2026.
On 26 March 2024, the Company issued
260,000,000 new Ordinary Shares of £0.001
each at a price of £0.003 per Ordinary Share (fund raise of
£780,000). The subscribers were also issued a total of
46,666,667 investor warrants based on a one for one basis, with an
exercise price of £0.0042 and expiry date of three years from
Admission of these shares to trading on the LSE.
On 21 June 2024, the Company
announced the signing of a Heads of Terms to fund the Kilimapesa
project from a strategic investor. This is a three phased
investment made by Cynergy Global Ltd ("Cynergy"), a Mauritius
based investment group. The investment is as
follows:
-
Phase 1: US$1m payable in
two tranches of US$500,000 in exchange for 25% of Caracal Holdings
Ltd ("CHL").
-
Phase 2: US$5m (US$2m in
equity and US$3m in debt) in exchange for an additional 10% of
CHL.
-
Phase 3: In the event of
the Company undertaking a fundraise, Cynergy shall have the option
to subscribe for up to 29.9% of the issued share capital of the
Company.
The first tranche of US$500,000 was
received on 1 July 2024 and the second tranche will be made
available post the completion of the interim financial
statements.
On 1 October 2024, the Company
announced that it had entered into a US$500,000 Financing Agreement
with Koenig Vermoegensverwal MBH. The
Company will repay the principal and accrued interest amounting to
US$1m on 31 December 2024. In addition, the Company has
entered into a further Loan Agreement with Robbie McCrae, the CEO of Caracal. The
principal amount of the loan is US$100,000. The final repayment date will be 31 December
2024, accruing interest at 10% per annum above
the Bank of England's Bank
Rate.
The Directors