TIDMBRD
RNS Number : 5762Q
BlueRock Diamonds PLC
22 June 2020
BlueRock Diamonds PLC / AIM: BRD / Sector: Natural Resources
22 June 2020
BlueRock Diamonds PLC ('BlueRock' or the 'Company')
Final Results and Notice of AGM
BlueRock Diamonds PLC, the AIM listed diamond producer, which
owns and operates the Kareevlei Diamond Mine ('Kareevlei' or the
'Project') in the Kimberley region of South Africa, is pleased to
announce its audited results for the year ended 31 December
2019.
Highlights for The Year & Post Year End
-- Revenue up 190% to GBP4.1 million (2018: GBP1.4 million)
-- Carats sold up 124% to 12,675 (FY 2018: 5,657)
-- Production volume up 70% to 323,000 tonnes (FY 2018: 190,000 tonnes)
-- Average grade up 32% to 4.34 cpht (FY 2018: 3.28 cpht)
-- Average price per carat up 24% to USD415 per carat (FY 2018: USD334)
-- New operating team appointed May 2019, achieved target to
reach annual run rate of 400,000 tonnes and operational
profitability through enhanced production at the end of 2019
-- Working well with new strategic partner, the Teichmann Group,
which holds a 29% interest in the Company (after share issue post
AGM)
-- Advanced strategy to take the mine to a mid-sized mine
positioned for a material increase in production
-- Back to full production following the outbreak of COVID-19 -
identified a new route to market with pre-sale financing that
enables the Company to have greater flexibility over when sales are
made
-- Private sale of a parcel of diamonds completed in June 2020
at an average price of USD 290 per carat reflecting ongoing demand
for Kareevlei diamonds
-- Committed to providing both the community and the employees
with a 5% interest in the local company in accordance with the
South African Mining Charter
-- Future focus on increasing production to increase economies of scale and reduce unit costs
The Company also announces that the BlueRock Annual General
Meeting ('AGM') will be held at 10am on 14 July 2020 at the offices
of SP Angel, 35- 39 Maddox Street, London, W1S 2PP.
Please note that due to COVID-19 and the UK's Government
restrictions on travel, assembly and guidance on meetings,
shareholders, their proxies and corporate representatives are
requested not to attend in person, as they will not be admitted to
the meeting. Shareholders are only able to vote on resolutions set
out in the Notice of AGM by proxy.
The Company will hold a shareholder call, following the AGM, on
the afternoon of 14 July 2020, details of which will be provided in
due course.
The Company's annual report and accounts, Notice of AGM and
Forms of Proxy will be dispatched to shareholders later today and
will be available on the website at www.bluerockdiamonds.co.uk
.
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
S
BlueRock Diamonds PLC mhouston@bluerockdiamonds.co.uk
Mike Houston dfacey@bluerockdiamonds.co.uk
David Facey, FD
SP Angel (NOMAD and Broker) Tel: +44 (0)20 3470 0470
Stuart Gledhill / Caroline Rowe
---------------------------------
St Brides Partners Ltd (Financial Tel: +44 (0)20 7236 1177
PR)
Susie Geliher / Cosima Akerman
---------------------------------
To view the full report with illustrative graphs please visit
our website: www.bluerockdiamonds.co.uk .
Chairman's Statement
I am pleased to present a review of your company in 2019. At the
time of writing this report we continue to feel the impact of the
coronavirus pandemic with its devastating effect on peoples' lives
and the business environment. It is pleasing to note how well the
management team and our employees have responded to what is a very
difficult situation and I will cover this later in my report.
Operational Highlights
2019 was a successful year from two fronts, firstly your Company
achieved all of its key objectives for the year and secondly, we
have taken a number of steps to take the mine from an
unconventional small scale operation to a mid-sized mine that is
positioned for a material increase in production; set out below are
the key operating statistics for the year.
-- Revenue up 190% to GBP4.1 million (2018: GBP1.4 million)
-- Carats sold up 124% to 12,675 (FY 2018: 5,657)
-- Production volume up 70% to 323,000 tonnes (FY 2018: 190,000 tonnes)
-- Average grade up 32% to 4.34 cpht (FY 2018: 3.28 cpht)
-- Average price per carat up 24% to USD415 per carat (FY 2018: USD334)
The key turning point for Bluerock was the fund raising in May
2019 allied with the appointment of a new operating team in South
Africa headed by Gus Simbanegavi and our strategic alliance with
the Teichmann Group, a pan African mining and civil engineering
group. The combination of the above brought new energy, focus and
professionalism to the operations and this is reflected not only in
results for the year but also in a dramatic change to the
operations on the ground. All employees are to be commended for
their
efforts in what has been a transformational year.
Safety, health and environment was at the forefront of
operations and it is pleasing to report that we remain
fatality-free with only one loss time incident recorded during the
year. Management have worked closely with the Department of Mineral
Resources over the year and we express our appreciation for their
support and advice.
We remain very conscious of our social responsibility to the
community and continue to support projects in consultation with
community leaders and the company has committed to meet its
obligation in terms of the new mining regulations whereby both the
community and the employees would have a 5% interest in the local
company, which will be implemented on renewal of the mining licence
or earlier.
The prices for our diamonds were stable for much of the year and
BlueRock with its high-quality diamonds continued to build its
brand. The overall average price for 2019 was outstanding at $415
per carat, a 24% increase over the average for 2018 at USD 334 per
carat.
It has been pleasing to see the mining operations develop over
the year with waste mining tonnes up 80% on 2018 at a strip ratio
of 2 to 1 which is in line with our longer term mining plan. Total
ore mined was 60% up on 2018 with the majority of ore for the year
mined out of KV1. In developing KV1 we have established it is
approximately 25% bigger in surface than declared in the Resource
Statement set out in the Competent Person's Report dated August
2013.
Some test mining was done on KV5 with very positive results. We
believe KV5 is a relatively small pipe, but the average size and
quality of diamonds recovered was encouraging. We intend confirming
this when we update the Resource Statement in 2020.
It was decided during the year that KV1 and KV2 should be mined
as one opencast pit as this would provide the most efficient way of
accessing KV2 (partially mined to +/-30m in 2017/18) and provide a
higher degree of flexibility with the bigger surface area of the
combined pipes. The full benefit of this combined pit will be
realised in the second half of 2020, but whilst the pushback and
road structure are being completed and KV2 is cleaned up, lower
grades are possible.
KV1/KV2 will be the key source of ore in the mid-term whilst
management look at the development of the largest resource in KV3
and the high grade but smaller KV5.
There has been good progress in our processing operation with
improvements made in various areas. Processed tonnes were 70% up on
2018 and combined with higher grades achieved, carats sold were
124% up on 2018.
The major challenges remain dealing better with the wet season
and the handling of harder more abrasive ore as a higher level of
pure kimberlite is mined at depth. Recent modifications on the
primary crushing circuit will go some way to resolving the
situation but, the long term solution is in the design of the new
upgraded plant. The new plant, when completed will also provide
opportunity to increase the recovery rate by finer crushing.
The overall financial results for the year are encouraging
although as stated in earlier reports the percentage of fixed costs
remains too high and it is essential that we get the economies of
scale right.
Strategic partner
Teichmann Group became a strategic partner in May 2019 when they
took part in the May 2019 placing and became a 20% owner of the
Company. They increased their group holding to approximately 29% in
the February 2020 capital raise. Teichmann Group is a large civil
engineering group, has been operating since 1995, has 1,800
employees and operates throughout Southern/Central Africa.
At the same time, Teichmann Group was appointed as our mining
contractor as discussed in the mining section above.
Claims from a former director
The claims made by Riaan Visser, the ex-CEO of the Company,
amounting to GBP260,108, remain unresolved. Nevertheless, an amount
of GBP198,688 is provided for in the accounts and there is cash
collateral held by our lawyers of GBP223,914 to fund the claim.
Accordingly, there would be minimal impact upon the finances of the
company even if the final resolution required to settle the amount
in full, which the Board believes to be a highly unlikely
outcome.
Company strategy
During 2019, the Company set out its short and medium term
strategy. Our strategy has three distinct steps outlined below.
Nr Goal Comment
Step 1 Completed by the end of 2019
* Reach annual run rate of 400,000 tonnes
* Become operationally profitable
----------------------------------------------- -----------------------------------------
Step 2 Optimise profitability Decision taken in February 2020 to
through internal double production again to over 750,000
growth tonnes a year by the end of 2020
* Funds raised
* Implementation started
Expansion halted due to COVID-19
as discussed further below
----------------------------------------------- -----------------------------------------
Step 3 External growth To be implemented once step 2 is
achieved
----------------------------------------------- -----------------------------------------
Step 1 was completed by the end of 2019 and the Group achieved
positive comprehensive income for the second half of 2019
(excluding non-cash adjustments for IFRS 9 charges, share-based
payments and movement in foreign exchange). Plans to implement Step
2 started to be developed during quarter 4 2019 and finalised at
the beginning of quarter 1 resulting in the fund raising in
February 2020. Although we had begun to implement Step 2 of our
strategy, the onset of the COVID-19 pandemic has halted progress
for the time being.
Steps 1 and 2 are designed to increase production and economies
of scale and reduce costs and hence increase profitability. At an
annual run rate of 400,000 the Group is expected to be profitable.
Management's assessment is that given the size of the resource
increasing production to between 700,000 to 1,000,000 tonnes a year
is the optimum balance between economies of scale and the
practicalities of mining.
Events following the end of the year
2020 started as planned. In February 2020, the Company raised
GBP1.9 million gross of expenses in order to increase production
from the current annual run rate of 400,000 tonnes per year to over
700,000 tonnes per year.
Key to this strategy was a) the acquisition of a second-hand
plant on a rent to buy basis for a total of ZAR 12.3 million
(approximately GBP650,000) over 3 years; b) upgrading the primary
crushing circuit; and c) moving the existing plant to a new site
alongside the second plant to comply with health and safety
regulations as the mine continues to expand.
The purchase of the second plant was completed in February 2020.
Once assembled, the new plant will run as a second line alongside
the existing plant fed by the upgraded primary crushing circuit.
Preliminary ground works for the new plant site had commenced when
works were halted as a result of the South African Government's
imposition of a nationwide lockdown commencing 26 March 2020.
Kareevlei was put into care and maintenance mode pending changes
in the approach of South African Government and secondly on being
able to identify a route to market that would allow the operations
to run cash flow positively.
The tender held in Kimberley in March was poorly attended and
the bids that were received for our diamonds are best described as
speculative and, as a consequence, we withdrew the diamonds from
sale.
Given the likely ongoing travel restrictions to and within South
Africa and the likely ongoing impact on the South African diamond
tenders, the Company expedited its plan to commence selling
diamonds in the international market.
We focussed on Antwerp as being the most liquid diamond market
and the most likely to return to operating normally in the shortest
period of time, particularly as many diamond buyers have
representatives located in Antwerp hence reducing the impact of any
ongoing travel restrictions.
After discussion with a number of operators in Antwerp, an
agreement was signed with Bonas-Couzyn NV, part of the Bonas Group
("Bonas"). Bonas is the world's longest established diamond
brokerage and consultancy firm and is the largest global
independent diamond and gemstone tender and auction house operating
50 sales a year having sold 6.1 million carats in 2019. Bonas
attracts approximately 160 buyers to its sales, significantly more
than attend the local tenders held in Kimberley. Bonas held its
first tender since the outbreak of COVID-19 from 12 to 18 June
2020.
At the same time as reaching the agreement with Bonas, the
Company entered into a non-binding letter of intent ("Letter of
Intent") with Delgatto Diamond Finance Fund LP ("DDFF) to provide
bridging finance between production of diamonds and eventual sale.
Under the terms of the letter of intent, DDFF will finance monthly
parcels of diamonds at 70% of the market value as determined by
BONAS at a cost of 1.25% per month (equivalent to 15% per
annum).
This will enable BlueRock to have flexibility over when its
diamonds are sold. It is management's
expectation that the first sale will occur in Antwerp in
September 2020.
The Board has taken the decision to focus on keeping the cost of
production as low as possible to minimise the risk that its selling
or finance price (being 70% of market value) will be below cost of
production. Accordingly, the decision has been taken to reduce the
level of development mining to align with the lower annual
production, remove contract crushing and freeze employment whilst
continuing to manage overhead costs. The Company will also benefit
for a period from the weaker exchange rate and the material drop in
the oil price.
In late May 2020, we were approached by one of the local tender
houses to consider a private sale of the diamonds that we had on
hand at that time. The private sale was completed on 5 June 2020 at
an average price of USD 290 per carat. This sale at a time when the
traditional sales channels for diamonds remained closed and at a
price which we estimated to be at current market value for that
particular parcel of diamonds was an excellent result in a highly
uncertain market. The parcel sold did not contain any notable high
value diamonds and therefore the price achieved is approximately
15% below what we would have expected to achieve for this parcel
pre the Covid-19 pandemic.
Cost of Covid-19 to date
Our estimate is that COVID-19 has directly had a negative impact
on the cash position of the Company of approximately GBP550,000
comprising:
1) Impact on revenue - GBP100,000
As mentioned above, the March tender attracted speculative
buyers only and our diamonds were withdrawn from sale. In June 2020
these diamonds together with additional diamonds were sold to a
private buyer at $290 per carat.
Although this was below what would have been expected before
Covid-19, this has reversed some of the short-term cash shortfall.
The impact on anticipated revenue to date is GBP100,000 following
the above sale, where prices were discounted by 15%.
2) Care and maintenance costs - GBP150,000
Costs were reduced to a minimum of approximately GBP40,000 per
month in South Africa and approximately GBP35,000 a month in the UK
after reductions in board salaries and deferred payments to our
regulatory service providers.
3) Start-up costs - GBP300,000
In order to start up operations all of our suppliers insisted in
being paid in full for all of the outstanding bills. This amounted
to a working capital outflow of GBP300,000. This will be reversed
over time as we re-institute the normal credit terms, although some
suppliers are now insisting upon cash up front (notably diesel
purchases).
The full effect of Covid-19 on profits is still uncertain and
depends upon how quickly diamond prices recover, the possibility of
a further shutdown and how soon we will now be able to implement
our delayed expansion plans.
Currently, the Group has cash of GBP799,000 and committed funds
of GBP274,000 due from Teichmann from their subscription in
February 2020, in accordance with the terms agreed. We have 23,000
tonnes in concentrate form awaiting sorting. Assuming a grade of
3.5 we expect there to be approximately 810 carats.
Outlook
The Company has positioned itself for the challenges ahead as
follows:
a) It has put in place a new sales channel in the most liquid
diamond market in the world
b) It has put in place indicative financing in order to provide
bridging finance until the market recovers sufficiently for the
sale of diamonds at a more normalised value
c) It has amended its operating strategy to align mining
activity with the revised levels of activity to minimise near time
cash costs without endangering the long term future of the
mine.
The Board believes that this approach is the best way of
operating the company through what is likely to continue to be a
challenging market.
The future of BlueRock will rely upon increasing production in
order to increase economies of scale and reduce unit costs.
I would like to thank everyone at BlueRock and Kareevlei, as
well as our shareholders and key stakeholders for their continued
efforts and support.
Michael Houston
Executive Chairman
Consolidated and Company Statements of Financial Position
Group Group Company Company
Figures in GBP 2019 2018 2019 2018
------------------------------ ----------- ----------- --------- ---------
Assets
Non-current assets
Property, plant and equipment 778,920 570,803 - -
Right-of-use assets 455,381 - - -
Mining assets 406,068 303,377 - -
Investments in subsidiaries - - 5 5
Other receivables 344,442 57,458 - -
Total non-current assets 1,984,811 931,638 5 5
Current assets
Inventories 837,347 191,406 - 7,352
Trade and other receivables 56,703 71,864 8,088,725 6,677,637
Cash and cash equivalents
(including restricted 389,849 378,309 378,062 275,736
cash of GBP223,914 (2018:
GBP210,128))
----------- ----------- --------- ---------
Total current assets 1,283,899 641,579 8,466,787 6,960,725
Total assets 3,268,710 1,573,217 8,466,792 6,960,730
----------- ----------- --------- ---------
Equity and liabilities
Equity
Share capital 162,900 44,352 162,900 44,352
Share premium 4,147,980 3,460,309 4,147,980 3,460,309
Accumulated loss (5,120,207) (4,609,485) (79,444) (62,594)
Other reserves 3,118,484 2,330,670 3,100,761 2,336,847
Total equity attributable
to owners of parent 2,309,157 1,225,846 7,332,197 5,778,914
Non-controlling interests (1,764,910) (1,599,785) - -
Total equity 544,247 (373,939) 7,332,197 5,778,914
Liabilities
Non-current liabilities
Provisions 302,989 204,840 - -
Borrowings 916,489 1,103,894 916,490 1,076,835
Lease liabilities 454,508 - - -
Total non-current liabilities 1,673,986 1,308,734 916,490 1,076,835
Current liabilities
Trade and other payables 880,584 587,545 61,407 58,734
Borrowings 156,698 50,877 156,698 46,247
Lease liabilities 13,195 - - -
Total current liabilities 1,050,477 638,422 218,105 104,981
Total liabilities 2,724,463 1,947,156 1,134,595 1,181,816
Total equity and liabilities 3,268,710 1,573,217 8,466,792 6,960,730
----------- ----------- --------- ---------
Consolidated Statement of Profit of Loss and Other Comprehensive
Income
Group Group
Figures in GBP 2019 2018
---------------------------------------------- ----------- -----------
Revenue from contracts with customers 4,073,853 1,416,699
Other income 911 1,882
Administrative expenses (128,326) (89,498)
Operating expenses (4,418,605) (3,132,047)
Loss from operating activities (472,167) (1,802,964)
Finance income 25,460 8,600
Finance costs (192,350) (145,571)
Other losses (45,187) (506,189)
Loss before taxation (684,244) (2,446,124)
Income tax credit - 4,181
Loss for the year (684,244) (2,441,943)
----------- -----------
Loss for the year attributable to:
Owners of Parent (510,722) (1,902,842)
Non-controlling interest (173,522) (539,101)
(684,244) (2,441,943)
----------- -----------
Other comprehensive loss net of tax
Components of other comprehensive income that
may be reclassified
to profit or loss
Gains on exchange differences on translation 32,297 519,276
Total other comprehensive income 32,297 519,276
Total comprehensive loss (651,947) (1,922,667)
----------- -----------
Comprehensive loss attributable to:
Owners of parent (486,822) (1,518,578)
Non-controlling interests (165,125) (404,089)
(651,947) (1,922,667)
----------- -----------
Basic and diluted loss per share
Basic loss per share (0.21) (4.29)
----------- -----------
As permitted by section 408 of the Companies Act 2006, the
parent company's profit and loss account has not been included in
these financial statements. The loss after taxation for the
financial year for the parent company was GBP16,850 (2018: Loss of
GBP368,480).
Consolidated Statement of Changes in Equity - Group
Share Share Accumulated
Foreign Attributable
Capital currency Share-based to owners Non-
redemption translation payment of controlling
Figures in GBP capital premium reserve reserve reserve loss the parent interests Total
-------------- ----------- --------- ---------- ----------- ----------- ----------- ------------ ----------- -----------
Balance at 1
January 2018 1,398,242 2,811,536 - (390,441) 126,644 (2,706,643) 1,239,338 (1,195,696) 43,642
Changes in
equity
Loss for the
year - - - - - (1,902,842) (1,902,842) (539,101) (2,441,943)
Foreign
exchange
movement - - - 384,264 - - 384,264 135,012 519,276
----------- --------- ---------- ----------- ----------- ----------- ------------ ----------- -----------
Total
comprehensive
income - - - 384,264 - (1,902,842) (1,518,578) (404,089) (1,922,667)
Issue of
equity 649,120 924,480 - - - - 1,573,600 - 1,573,600
Share issue
costs - (125,972) - - - - (125,972) - (125,972)
Share-based
payments - (149,735) - - 207,193 - 57,458 - 57,458
Share buy-back (2,003,010) - 2,003,010 - - - - - -
----------- --------- ---------- ----------- ----------- ----------- ------------ ----------- -----------
Balance at 31
December 2018 44,352 3,460,309 2,003,010 (6,177) 333,837 (4,609,485) 1,225,846 (1,599,785) (373,939)
----------- --------- ---------- ----------- ----------- ----------- ------------ ----------- -----------
Balance at 1
January 2019 44,352 3,460,309 2,003,010 (6,177) 333,837 (4,609,485) 1,225,846 (1,599,785) (373,939)
Changes in
equity
Loss for the
year - - - - - (510,722) (510,722) (173,522) (684,244)
Foreign
exchange
movement - - - 23,900 - - 23,900 8,397 32,297
----------- --------- ---------- ----------- ----------- ----------- ------------ ----------- -----------
Total
comprehensive
income - - - 23,900 - (510,722) (486,822) (165,125) (651,947)
Issue of
equity 118,548 1,450,452 - - - - 1,569,000 - 1,569,000
Share issue
expenses - (113,214) - - - - (113,214) - (113,214)
Share-based
payments - (649,567) - - 763,914 - 114,347 - 114,347
----------- --------- ---------- ----------- ----------- ----------- ------------ ----------- -----------
Balance at 31
December 2019 162,900 4,147,980 2,003,010 17,723 1,097,751 (5,120,207) 2,309,157 (1,764,910) 544,247
----------- --------- ---------- ----------- ----------- ----------- ------------ ----------- -----------
Consolidated Statement of Changes in Equity - Company
Capital Share-based
Share Share redemption payment Accumulated
Figures in GBP capital premium reserve reserve loss Total
---------------------------- ----------- --------- ---------- ----------- ----------- ---------
Balance at 1 January 2018 1,398,242 2,811,536 - 126,644 305,886 4,642,308
Changes in equity
Loss for the year - - - - (368,480) (368,480)
----------- --------- ---------- ----------- ----------- ---------
Total comprehensive income - - - - (368,480) (368,480)
Issue of equity 649,120 924,480 - - - 1,573,600
Share issue expenses - (125,972) - - - (125,972)
Share buy-back (2,003,010) - 2,003,010 - - -
Share-based payments - (149,735) - 207,193 - 57,458
----------- --------- ---------- ----------- ----------- ---------
Balance at 31 December 2018 44,352 3,460,309 2,003,010 333,837 (62,594) 5,778,914
----------- --------- ---------- ----------- ----------- ---------
Balance at 1 January 2019 44,352 3,460,309 2,003,010 333,837 (62,594) 5,778,914
Changes in equity
Loss for the year - - - - (16,850) (16,850)
----------- --------- ---------- ----------- ----------- ---------
Total comprehensive income - - - - (16,850) (16,850)
Issue of share capital 118,548 1,450,452 - - - 1,569,000
Share issue expenses - (113,214) - - - (113,214)
Share-based payments - (649,567) - 763,914 - 114,347
----------- --------- ---------- ----------- ----------- ---------
Balance at 31 December 2019 162,900 4,147,980 2,003,010 1,097,751 (79,444) 7,332,197
----------- --------- ---------- ----------- ----------- ---------
Consolidated and Company Statement of Cash Flows
Group Group Company Company
Figures in GBP 2019 2018 2019 2018
------------------------------------- --------- ----------- --------- ---------
Cash flows used in operations
Cash used in operations (362,022) (1,363,407) (488,330) (492,472)
Net cash flows used in operations (362,022) (1,363,407) (488,330) (492,472)
Income taxes paid - (17,772) - (17,772)
Net cash flows used in operating
activities (362,022) (1,381,179) (488,330) (510,244)
--------- ----------- --------- ---------
Cash flows used in investing
activities
Purchase of property, plant
and equipment (569,367) (109,710) - -
Increase in loan advanced to
group company - - (715,868) (923,172)
Movement in rehabilitation
guarantee (286,984) 60,647 - -
Cash flows used in investing
activities (856,351) (49,063) (715,868) (923,172)
--------- ----------- --------- ---------
Cash flows from financing activities
Proceeds from issuing shares
(net of fees: 1,448,786 1,447,628 1,448,786 1,447,628
GBP108,214 (2018: GBP125,972))
Proceeds from borrowings - 231,400 - 231,400
Repayments of borrowings (142,262) (134,449) (142,262) (125,906)
Repayments of lease liabilities (63,545) - - -
Increase in restricted cash (13,786) (210,128) (13,786) (210,128)
Cash flows from financing activities 1,229,193 1,334,451 1,292,738 1,342,994
--------- ----------- --------- ---------
Net increase / (decrease) in
cash and cash 10,820 (95,791) 88,540 (90,422)
equivalents
Exchange rate changes on cash
and cash (13,066) (4,156) - -
equivalents
--------- ----------- --------- ---------
Net (decrease) / increase in
cash and cash (2,246) (99,947) 88,540 (90,422)
equivalents
Cash and cash equivalents at
beginning of 168,181 268,128 65,608 156,030
year
--------- ----------- --------- ---------
Cash and cash equivalents at
end of year 165,935 168,181 154,148 65,608
--------- ----------- --------- ---------
Notes to the Consolidated Statements of Financial Accounts
1. Basis of preparation
The financial information set out herein does not constitute the
Group's statutory financial statements for the year ended 31
December 2019, but is derived from the Group's audited financial
statements. The auditors have reported on the 2019 financial
statements and their reports were unqualified and did not contain
statements under s498(2) or (3) Companies Act 2006 but did contain
a material uncertainty in relation to going concern.
The 2019 Annual Report was approved by the Board of Directors on
19 June 2020 The financial information in this statement is audited
but does not have the status of statutory accounts within the
meaning of Section 434 of the Companies Act 2006.
The Group's consolidated financial statements, which form part
of the 2019 Annual Report, have been prepared in accordance with
International Financial Reporting standards ('IFRS') and IFRS
Interpretations Committee ('IFRSIC') interpretations as adopted by
the European Union, and the Companies Act 2006 applicable to
companies reporting under IFRS. The consolidated financial
statements have been prepared under the historical cost convention
except for items held at fair value. They are presented in British
Pounds Sterling (Pounds) which is also the functional currency of
the Company.
BlueRock Diamonds Plc is incorporated in England and Wales with
company number 08248437 with registered office, 4th Floor, Reading
Bridge House, George Street, Reading, Berkshire, RG1 8LS.
The preparation of financial statements in conformity with
International Financial Reporting Standards requires the use of
certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the group's
accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the consolidated and separate financial
statements are disclosed in note 3.
Going concern
The Group has prepared forecasts covering the period to 31
December 2021. Appropriate diligence has been applied by the
directors who believe that the forecasts are prepared on a
realistic basis using the best available information. The Group had
cash balances of GBP799,000, a further GBP274,000 due from
Teichmann (in accordance with the terms of their share
subscription) and approximately 800 carats of diamonds held in
concentrate form and no bank debt at 16 June 2020.
Post year end COVID-19 has impacted the Group in two main ways.
Firstly, the Group ceased operation on 26 March 2020 following the
imposition of a lock down by the South African Government. The
restrictions were relaxed on 23 April 2020 and after a period of
preparation, operations recommenced on 11 May 2020. Whilst
preparing for restarting preparations the Group also put in place a
new marketing channel via Bonas in Antwerp and a non-binding
finance arrangement with Delgatto Diamond Finance Fund LP.
In making its going concern assessment, the Board has considered
the higher level of uncertainty resulting from the impact of the
COVID-19 pandemic in all aspects of its forecasting but
particularly in relation to production, the market value of its
diamonds and the timing of their sale. The board has implemented
measures to a) ensure that unit costs of production are aligned
with the likely weakening in pricing; b) ensure that operations
comply with the regulations issued by the South African Government
in respect of COVID-19; and c) has entered into a non-binding
agreement with Delgatto Diamond Finance Fund LP ("DDFF") in order
to provide bridging finance at 70% of market value between
production and eventual sale at a time when it is reasonable to
expect that diamond prices will have returned to a pre pandemic
levels. It is the board's assessment that these measures will allow
the company to operate using its own cash resources. Nevertheless,
given the current uncertainty created by the COVID-19 pandemic,
there are certain circumstances that could give rise to the Company
needing to raise further finance from the equity market. These
circumstances include changes in South African regulations relating
to Coronavirus which require mining operations to be temporarily
suspended or otherwise impact production, future diamond
prices/valuations being below the cost of running the Kareevlei
operations or DDFF opting not to provide finance as outlined in
their letter of intent.
After review of these uncertainties the Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future. In
reaching this conclusion, the Directors note that a) the mine has
resumed production b), recently completed a sale of a diamond
parcel for USD700,000 at a price of USD290 per carat, a price at
which the Group can operate cash flow positively, and c) the
Directors anticipate DDFF providing bridge funding notwithstanding
the non-binding nature of the arrangement. Accordingly, the
Directors continue to adopt the going concern basis in preparing
the financial statements.
However, at the date of approval of these financial statements,
the potential future impact of COVID-19 outlined above and the
resulting need to raise additional funds should such adverse
scenarios materialise, indicate the existence of a material
uncertainty which may cast significant doubt about the Group's
ability to continue as a going concern and therefore it may be
unable to realise its assets and discharge its liabilities in the
normal course of business.
The financial statements do not include the adjustments that
would result if the Group was unable to continue as a going
concern.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of
these consolidated and separate annual financial statements are set
out below. These policies have been consistently applied to all the
years presented, unless otherwise stated.
2.1 Consolidation
Subsidiaries
Subsidiaries are all 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 value 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.
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 of a subsidiary any
retained interest in the entity is remeasured 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.
2.2 Foreign currency
Functional and presentation currencies
The consolidated and separate financial statements have been
presented in British Pound Sterling (Pounds), which is also the
functional currency of the company. The functional currency of the
South African subsidiaries is the South African Rand.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. 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 profit or
loss.
Group companies
The results and financial position of all the group's entities
that have a functional currency different from the presentation
currency are translated into the presentation currency as
follows:
-- Assets and liabilities for each statement of financial
position presented are translated at the closing rate at the
reporting date;
-- Income and expenses for each statement of comprehensive
income are translated at average exchange rates (unless this
average is not a reasonable approximation of the exchange rates at
the dates of the transactions, in which case income and expense
items are translated at the exchange rates at the dates of the
transactions); and
-- All resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition
of a foreign operation are treated as assets and liabilities of the
foreign operation and translated at the closing rate at each
reporting date.
2.3 Property, plant and equipment
Recognition
Property, plant and equipment is recognised as an asset
when:
-- it is probable that future economic benefits associated with
the asset will flow to the entity; and
-- the cost of the asset can be measured reliably.
Initial measurement
An item of property, plant and equipment that qualifies for
recognition as an asset is initially measured at its cost.
The cost of an item of property, plant and equipment
includes:
-- its purchase price, including import duties and
non-refundable purchase taxes, after deducting trade discounts and
rebates.
-- any costs directly attributable to bringing the asset to the
location and condition necessary for it to be capable of operating
in the manner intended by management.
-- the initial estimate of the costs of dismantling and removing
the item and restoring the site on which it is located, the
obligation for which an entity incurs either when the item is
acquired or as a consequence of having used the item during a
particular period for purposes other than to produce inventories
during that period.
Subsequent measurement - Cost model
After initial recognition, property, plant and equipment is
measured at cost less any accumulated depreciation and any
accumulated impairment losses.
Subsequent expenditure
Subsequent expenditure incurred on items of property, plant and
equipment is only capitalised to the extent that such expenditure
enhances the value or previous capacity of those assets. Repairs
and maintenance not deemed to enhance the economic benefit or
service potential of items of property, plant and equipment are
expensed as incurred.
Where the entity replaces parts of an asset, it derecognises the
part of the asset being replaced and capitalises the new
component.
Stripping costs
Costs associated with removal of waste overburden are classified
as stripping costs.
Stripping activities that are undertaken during the production
phase of a surface mine may create two benefits, being either the
production of inventory or improved access to the ore to be mined
in the future. Where the benefits are realised in the form of
inventory produced in the period, the production stripping costs
are accounted for as part of the cost of producing those
inventories. Where production stripping costs are incurred and
where the benefit is the creation of mining flexibility and
improved access to ore to be mined in the future, the costs are
recognised as a non-current asset, referred to as a 'stripping
activity asset', if:
a) future economic benefits (being improved access to the orebody) are probable;
b) the component of the orebody for which access will be
improved can be accurately identified; and
c) the costs associated with the improved access can be reliably measured.
If all the criteria are not met, the production stripping costs
are charged to the statement of profit or loss as operating costs.
The stripping activity asset is initially measured at cost, which
is the accumulation of costs directly incurred to perform the
stripping activity that improves access to the identified component
of ore, plus an allocation of directly attributable overhead costs.
If incidental operations are occurring at the same time as the
production stripping activity, but are not necessary for the
production stripping activity to continue as planned, these costs
are not included in the cost of the stripping activity asset. If
the costs of the stripping activity asset and the inventory
produced are not separately identifiable, a relevant production
measure is used to allocate the production stripping costs between
the inventory produced and the stripping activity asset. The
stripping activity asset is subsequently amortised over the
expected useful life of the identified component of the orebody
that became more accessible as a result of the stripping
activity.
The expected average stripping ratio over the average life of
the area being mined is used to amortise the stripping activity. As
a result, the stripping activity asset is carried at cost less
amortisation and any impairment losses.
The average life of area cost per tonne is calculated as the
total expected costs to be incurred to mine the orebody divided by
the number of tonnes expected to be mined. The average life of area
stripping ratio and the average life of area cost per tonne are
recalculated annually in light of additional knowledge and changes
in estimates. Changes in the stripping ratio are accounted for
prospectively as a change in estimate.
Depreciation
Depreciation of an asset commences when it is available for use,
and ceases at the earlier of the date that the asset is classified
as held for sale, or the date that the asset is derecognised.
Each part of an item of property, plant and equipment with a
cost that is significant in relation to the total cost of the item
is depreciated separately.
The depreciation charge for each period is recognised in profit
or loss unless the asset enhances another asset under construction
whereby it is included in the carrying amount of another asset. The
depreciable amount of an asset shall be allocated on a systematic
basis over its useful life. The depreciable amount of an asset is
determined after deducting its residual value.
Residual values, useful lives and depreciation methods are
reviewed at each financial year end. Where there are significant
changes in the expected pattern of economic consumption of the
benefits embodied in the asset, the relevant changes will be made
to the residual values and depreciation rates, and the change will
be accounted for as a change in accounting estimate.
The measurement base, useful life or depreciation rate as well
as the depreciation method for all major classes of assets are as
follows:
Asset class Measurement base Method
Mine infrastructure Cost Units of production
Leasehold improvements Cost Term of lease
3-5 years straight
Plant and Machinery Cost line
basis
5 years straight
Motor vehicles Cost line
basis
Units of production method
When a units-of-production basis is used, applicable to deferred
stripping, mining rehabilitation assets and mining rights, the
relevant assets are depreciated at a rate determined as the tonnes
of ore mined (typically production facility assets) from the
relevant orebody section, divided by the Group's estimate of ore
tonnes held in reserves and resources which have sufficient
geological and geophysical certainty and are economically viable.
The relevant reserves and resources are matched to the existing
assets which will be utilised for their extraction. The assets
depreciated in the units-of-production method are existing assets.
Future capital expenditure is only subject to depreciation over
remaining resources once incurred. The Group depreciates its assets
according to the relevant sections of the orebody over which they
will be utilised.
Impairments
Whenever events or changes in circumstance indicate that the
carrying amount of an asset may not be recoverable an asset is
reviewed for impairment. This includes mining assets, property,
plant and equipment. A review involves determining whether the
carrying amounts are in excess of their recoverable amounts. An
asset's recoverable amount is determined as the higher of its fair
value less costs of disposal and its value in use. Such reviews are
undertaken on an asset-by-asset basis, except where assets do not
generate cash flows independent of other assets, in which case the
review is undertaken on a cash generating unit basis.
If the carrying amount of an asset exceeds its recoverable
amount an asset's carrying value is written down to its estimated
recoverable amount (being the higher of the fair value less cost to
sell and value in use) if that is less than the asset's carrying
amount. Any change in carrying value is recognised in the
comprehensive income statement.
Derecognition
The carrying amount of an item of property, plant and equipment
is derecognised when the asset is disposed of or when no future
economic benefits are expected from its use or disposal. The gain
or loss arising from the derecognition of an item of property,
plant and equipment is included in profit or loss when the item is
derecognised. Gains are classified as other gains on the face of
the consolidated statement of profit or loss and other
comprehensive income.
2.4 Mining rights
Mining rights are recognised at cost, including any directly
attributable transaction costs. The amortisation charge for each
period is recognised on a 'units of production' method.
2.5 Mining rehabilitation asset
The estimated cost of environmental rehabilitation is based on
current legal requirements and existing technology. A provision is
raised based on the present value of the estimated costs. These
costs are included in the cost of the related asset. The
capitalised assets are depreciated in accordance with the
accounting policy for property, plant and equipment.
2.6 Financial instruments
Financial assets and financial liabilities are recognised in the
statement of financial position when the group becomes a party to
the contractual provisions of the instrument.
Financial assets
Financial assets are classified as either financial assets at
amortised cost, at fair value through other comprehensive income
("FVTOCI") or at fair value through profit or loss ("FVPL")
depending upon the business model for managing the financial assets
and the nature of the contractual cash flow characteristics of the
financial asset.
A loss allowance for expected credit losses is determined for
all financial assets, other than those at FVPL, at the end of each
reporting period. The Group applies a simplified approach to
measure the credit loss allowance for trade receivables using the
lifetime expected credit loss provision. The lifetime expected
credit loss is evaluated for each trade receivable taking into
account payment history, payments made subsequent to year end and
prior to reporting, past default experience and the impact of any
other relevant and current observable data. The group applies a
general approach on all other receivables classified as financial
assets. The general approach recognises lifetime expected credit
losses when there has been a significant increase in credit risk
since initial recognition.
The Group derecognises a financial asset when the contractual
rights to the cash flows from the asset expire, or when it
transfers the financial asset and substantially all the risks and
rewards of ownership of the asset to another party. The Group
derecognises financial liabilities when the Group's obligations are
discharged, cancelled or have expired.
Other receivables
Other receivables are accounted for at amortised cost and are
stated at their nominal value as reduced by appropriate expected
credit loss allowances.
Trade and other receivables
Trade receivables are initially recorded at fair value and
subsequently carried at amortised cost. Trade receivables do not
carry any interest and are stated at their nominal value as reduced
by appropriate expected credit loss allowances for estimated
recoverable amounts as the interest that would be recognised from
discounting future cash payments over the short payment period is
not considered to be material.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand
deposits, and other short-term highly liquid investments that are
readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value. These are initially and
subsequently recorded at fair value.
Trade and other payables
Trade and other payables are initially recorded at fair value
and subsequently carried at amortised cost.
Included under trade and other payables are income in advance.
Income received in advance refers to advances received at year end
in respect of future diamond sales. On tender award, revenue for
the sale of diamonds are recorded and the liability
extinguished.
Borrowings excluding convertible loans
Borrowings are included as financial liabilities on the group
balance sheet at the amounts drawn on the particular facilities net
of the unamortised cost of financing. Interest payable on those
facilities is expensed as finance cost in the period to which it
relates.
Derivatives
Derivatives embedded in other financial instruments or other
non-financial host contracts are treated as separate derivatives
when their risks and characteristics are not closely related to
those of the host contract and the host contract is not carried at
fair value with unrealised gains or losses reported in profit or
loss.
Changes in the fair value of derivative financial instruments
are recognised in profit or loss as they arise.
Convertible loan notes
The convertible loan notes are accounted for under the guidance
of IAS 32, Financial Instruments: Presentation. These can either be
treated as compound instruments or stand-alone instruments with an
embedded derivative relating to the conversion feature. When the
instrument is treated as a compound instrument the fair value of
the liability portion of the convertible loan notes is determined
using a market interest rate on an equivalent non-convertible loan
note. This amount is recorded as a liability on an amortised cost
basis until extinguished on conversion or maturity of the loan
notes. The remainder of the proceeds are allocated to the
conversion option, which is recognised and included in
shareholders' equity, net of tax effects and is not subsequently
re-measured. In cases where the criteria for compound instrument
are not met, the host debt contract is valued initially at fair
value and the embedded derivative is separately carried at fair
value through profit and loss.
2.7 Exploration and evaluation assets
During the exploration phase of operations, all costs are
expensed in the consolidated statement of comprehensive income as
incurred.
A subsequent decision to develop a mine property within an area
of interest is based on the exploration results, an assessment of
the commercial viability of the property, the availability of
financing and the existence of markets for the product. Once the
decision to proceed to development is made, development and other
expenditures relating to the project are capitalised and carried at
cost with the intention that these will be depreciated by charges
against earnings from future mining operations over the relevant
life of mine on a units of production basis. Expenditure is only
capitalised provided it meets the following recognition
requirements:
-- completion of the project is technically feasible and the
Group has the ability to and intends to complete it;
-- the project is expected to generate future economic benefits;
-- there are adequate technical, financial and other resources
to complete the project; and
-- the expenditure attributable to the development can be measured reliably.
No depreciation is charged against the property until commercial
production commences. After a mine property has been brought into
commercial production, costs of any additional work on that
property are capitalised as incurred.
2.8 Inventories
Recognition
Inventories are recognised as an asset when
-- it is probable that future economic benefits associated with
the item will flow to the entity; and
-- the cost of the inventories can be measured reliably.
Measurement
Inventories, which include rough diamonds, are measured at the
lower of cost of production or net realisable value using the
first-in-first-out formula.
Net realisable value is the estimated selling price in the
ordinary course of business less the estimated costs necessary to
make the sale. Net realisable value also incorporates costs of
processing in the case of the ore stock piles. Changes in net
realisable value are recognised in the income statement.
The cost of production includes direct labour, other direct
costs and related production overheads. Consumables are stated at
the lower of cost on the weighted average basis or estimated
replacement value. Work in progress are stated at raw material cost
including allocated labour and overhead costs.
2.9 Tax
Tax expense (tax income) is the aggregate amount included in the
determination of profit or loss for the period in respect of
current tax and deferred tax.
Current tax is the amount of income taxes payable (recoverable)
in respect of the taxable profit (tax loss) for a period.
Deferred tax liabilities are the amounts of income taxes payable
in future periods in respect of taxable temporary differences.
Deferred tax assets are the amounts of income taxes recoverable
in future periods in respect of:
-- deductible temporary differences;
-- the carry forward of unused tax losses; and
-- the carry forward of unused tax credits.
Current tax assets and liabilities
Current tax for current and prior periods is, to the extent
unpaid, recognised as a liability. The amount already paid in
respect of current and prior periods which exceeds the amount due
for those periods, is recognised as an asset.
The benefit relating to a tax loss that can be carried back to
recover current tax of a previous period is recognised as an
asset.
Current tax liabilities (assets) for the current and prior
periods are measured at the amount expected to be paid to
(recovered from) the taxation authorities, using the tax rates and
tax laws that have been enacted or substantively enacted by the end
of the reporting period.
Current tax assets and liabilities are offset only where:
-- there is a legally enforceable right to set off the recognised amounts; and
-- there is an intention to settle on a net basis, or to realise
the asset and settle the liability simultaneously.
Deferred tax assets and liabilities
A deferred tax liability is recognised for all taxable temporary
differences, except to the extent that the deferred tax liability
arises from:
-- the initial recognition of goodwill; or
-- the initial recognition of an asset or liability in a
transaction which is not a business combination and at the time of
the transaction, affects neither accounting profit nor taxable
profit (tax loss).
A deferred tax asset is recognised for all deductible temporary
differences to the extent that it is probable that taxable profit
will be available against which the deductible temporary difference
can be utilised, unless the deferred tax asset arises from the
initial recognition of an asset or liability in a transaction
that:
-- is not a business combination; and
-- at the time of the transaction, affects neither accounting
profit nor taxable profit (tax loss).
A deferred tax asset is recognised for the carry forward of
unused tax losses and unused tax credits to the extent that it is
probable that future taxable profit will be available against which
the unused tax losses and unused tax credits can be utilised.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply to the period when the asset is
realised or the liability is settled, based on tax rates and tax
laws that have been enacted or substantively enacted by the end of
the reporting period.
The measurement of deferred tax liabilities and deferred tax
assets are made to reflect the tax consequences that would follow
from the manner in which it is expected, at the end of the
reporting period, recovery or settlement if temporary differences
will occur.
Deferred tax assets and liabilities are offset only where:
-- there is a legally enforceable right to set off current tax
assets against current tax liabilities; and
-- the deferred tax assets and the deferred tax liabilities
relate to income taxes levied by the same taxation authority on
either the same entity within the group or different taxable
entities within the group which intend either to settle current tax
liabilities and assets on a net basis, or to realise the assets and
settle the liabilities simultaneously, in each future period in
which significant amounts of deferred tax liabilities or assets are
expected to be settled or recovered.
2.10 Leases
Identification of a lease
At inception of a contract, it is assessed to determine whether
the contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for
consideration. If the terms and conditions of a contract are
changed, it is reassessed to once again determine if the contract
is still or now contains a lease.
The practical expedient allowed by IFRS16 is elected, and
therefore the non-lease components are not separated from the lease
components. Each lease component and any associated non-lease
component is treated as a single lease component.
Refer to note 4 for details of the adoption of IFRS 16 on 1
January 2019.
Lease term
The lease term of a lease is determined as the non-cancellable
period of the lease, together with the periods covered by an option
to extend the lease where there is reasonable certainty that the
option will be exercised, and periods covered by an option to
terminate the lease if there is reasonable certainty that the
option will not be exercised.
The assessment of the reasonable certainty of the exercising of
options to extend the lease or not exercising of options to
terminate the lease is reassessed upon the occurrence of either a
significant event or a significant change in circumstances that is
within the group's control and it affects the reasonable certainty
assumptions.
The assessment of the lease term is revised if there is a change
in the non-cancellable lease period.
Recognition and measurement
At inception, a right-of-use asset and a lease liability is
recognised in the statement of financial position.
Right-of-use assets
Right-of-use assets are initially measured at cost, comprising
the following:
-- the amount of the initial measurement of the lease liability;
-- any lease payments made at or before the commencement date,
less any lease incentives received;
-- any initial direct costs incurred; and
-- an estimate of costs to be incurred in dismantling and
removing the underlying asset, restoring the site on which it is
located or restoring the underlying asset to the condition required
by the terms and conditions of the lease, unless those costs are
incurred to produce inventories. The obligation for those costs are
incurred either at the commencement date or as a consequence of
having used the underlying asset during a particular period.
The right of use assets are presented separately in the
statement of financial position.
The right of use asset is subsequently depreciated using the
straight line method from the lease commencement date to the
earlier of the useful life of the right of use asset or the end of
the lease term. In addition, the group applies IAS 36 Impairment of
Assets to determine whether a right of use asset is impaired and
accounts for the identified impairment loss as described in the
policy for property, plant and equipment.
Lease liability
The lease liability is initially measured at the present value
of the lease payments that are not yet paid at the commencement
date. Lease payments are discounted using the interest rate
implicit in the lease, if the rate can be readily determined, else
it is based on the group's incremental borrowing rate. The
following lease payments are included where they are not paid at
the commencement date:
-- fixed payments, less any lease incentives receivable;
-- variable lease payments that depend on an index or a rate,
initially measured using the index or rate as at the commencement
date;
-- amounts expected to be payable under residual value guarantees;
-- the exercise price of a purchase option if there is
reasonably certainty that the option will be exercised; and
-- payments of penalties for terminating the lease, if the lease
term reflects the exercising an option to terminate the lease.
-- Subsequently, the lease liability is measured by:
-- increasing the carrying amount to reflect interest on the lease liability;
-- reducing the carrying amount to reflect the lease payments made; and
-- remeasuring the carrying amount to reflect any reassessment
or lease modifications or to reflect revised in-substance fixed
lease payments.
Reassessment of lease liability
Where there are changes in the lease payments, the amount of the
remeasurement of the lease liability is recognised as an adjustment
to the right-of-use asset. Where the carrying amount of the right
of use asset is reduced to zero, and there is a further reduction
in the measurement of the lease liability, the remaining amount of
the remeasurement is recognised in profit or loss.
Short-term leases and leases of low-value items
The group has elected not to recognise right of use assets and
lease liabilities for short term leases and leases of low value
assets. The group recognises the lease payments associated with
these leases as an expense in the statement of profit or loss on a
straight line basis over the lease term.
Variable lease payments
Variable lease payments that do not depend on an index or rate
are not included in the measurement of the lease liability and the
right of use asset. The related payments are recognised as an
expense in the period in which the event or condition that triggers
those payments occurs and are included in 'Operating expenses' in
the statement of profit or loss as shown in note 19 to the
financial statements.
2.11 Provisions and contingencies
A provision is a liability of uncertain timing or amount. A
liability is a present obligation of the entity arising from past
events, the settlement of which is expected to result in an outflow
from the entity of resources embodying economic benefits.
A contingent liability is:
-- a possible obligation that arises from past events and whose
existence will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future events not wholly
within the control of the entity; or
-- a present obligation that arises from past events but is not
recognised because it is not probable that an outflow of resources
embodying economic benefits will be required to settle the
obligation, or the amount of the obligation cannot be measured with
sufficient reliability.
A contingent asset is a possible asset that arises from past
events and whose existence will be confirmed only by the occurrence
or non-occurrence of one or more uncertain future events not wholly
within the control of the entity.
A provision is recognised when:
-- there is a present obligation (legal or constructive) as a result of a past event;
-- it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation;
and
-- a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the
expenditure required to settle the present obligation at the end of
the reporting period. Where the effect of the time value of money
is material, the amount of a provision is the present value of the
expenditures expected to be required to settle the obligation.
Contingent assets and liabilities are not recognised, but
details are disclosed in the notes to the annual financial
statements.
2.12 Share-based payments
The Group operates equity-settled share-based remuneration plans
for its employees. None of the Group's plans are cash-settled.
All goods and services received in exchange for the grant of any
share-based payment are measured at their fair values. Where
employees are rewarded using share-based payments, the fair value
of employees' services is determined indirectly by reference to the
fair value of the equity instruments granted. This fair value is
appraised at the grant date and excludes the impact of non-market
vesting conditions.
All share-based remuneration is ultimately recognised as an
expense in profit or loss with a corresponding credit to retained
earnings. If vesting periods or other vesting conditions apply, the
expense is allocated over the vesting period, based on the best
available estimate of the number of share options expected to
vest.
Non-market vesting conditions are included in assumptions about
the number of options that are expected to become exercisable.
Estimates are subsequently revised if there is any indication that
the number of share options expected to vest differs from previous
estimates. Any cumulative adjustment prior to vesting is recognised
in the current period. No adjustment is made to any expense
recognised in prior periods if share options ultimately exercised
are different to that estimated on vesting.
Upon exercise of share options, the proceeds received net of any
directly attributable transaction costs up to the nominal value of
the shares issued are allocated to share capital with any excess
being recorded as share premium.
2.13 Revenue
Rough diamond sales are made through a competitive tender
process and revenue is recognised when the customer has a legally
binding obligation to settle under the terms of the contract when
the performance obligations have been satisfied, which is once
control of the goods has transferred to the buyer which occurs when
the tender closes.
Revenue is measured based on consideration specified in the
tender award.
Where the Group makes rough diamond sales to customers and
retains a vested right in the future sale of a polished diamond,
the Group will record such revenue only at the date when the
polished diamond is sold (and only its interest therein).
Revenue is shown net of value added tax.
Interest income is recognised using the effective interest
method.
2.14 Employee benefits
Employee benefits are all forms of consideration given by an
entity in exchange for services rendered by employees or for the
termination of employment.
2.15 Equity, reserves and dividend payments
Share capital represents the nominal value of shares that have
been issued.
Share premium includes any premiums received on issue of share
capital. Any transaction costs associated with the issuing of
shares are deducted from share premium, net of any related income
tax benefits.
Other components of equity include the following:
-- Other reserves - comprises foreign currency translation
differences arising from the translation of financial statements of
the Group's foreign entities into Sterling, the recognition of
share based payment movements and the non-distributable redemption
reserve for cancelled deferred shares charge
-- Retained earnings includes all current and prior period retained profits.
Non-controlling interest represents current and prior period
retained profits and other comprehensive income items attributable
to the non-controlling shareholder in subsidiaries
All transactions with owners of the parent are recorded
separately within equity.
Dividend distributions payable to equity shareholders are
included in other liabilities when the dividends have been approved
in a general meeting prior to the reporting date.
3. Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
3.1 Critical accounting estimates and assumptions
The group makes estimates and assumptions concerning the future.
The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions
that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next
financial year are addressed below.
3.1.1 Ore reserves and associated Life of Mine (LoM)
There are numerous uncertainties inherent in estimating ore
reserves and the associated LoM. Therefore, the Group must make a
number of assumptions in making those estimations, including
assumptions as to the prices of diamonds, exchange rates,
production costs and recovery rates. Assumptions that are valid at
the time of estimation may change significantly when new
information becomes available. Changes in the forecast prices of
diamonds, exchange rates, production costs or recovery rates may
change the economic status of ore reserves and may, ultimately,
result in the ore reserves being restated. Where assumptions change
the LoM estimates, the associated depreciation rates, residual
values, waste stripping and amortisation ratios, lease terms and
environmental provisions are reassessed to take into account the
revised LoM estimate.
3.1.2 Valuation of embedded derivatives
There is an adjustable conversion feature within the convertible
loan agreement which effects the conversion price and the number of
new ordinary shares issued. IFRS 9 requires a fair value
calculation of the embedded derivative at recognition, as it is not
closely related to the host contract, and a revaluation to be
performed at each year end. The embedded derivative has been fair
valued using the Monte Carlo model which requires critical
estimates, in particular the Group's future share price volatility.
At the year end the fair value of the embedded derivative was
GBP10,359. Further details can be found in note 16.
3.1.3 Rehabilitation provision
Estimates and assumptions are made in determining the amount
attributable to the rehabilitation provision. These deal with
uncertainties such as legal and regulatory framework, timing and
future costs. The carrying value of the rehabilitation provision is
disclosed in note 14. The Board use an expert to determine the
existing disturbance level and associated cost of works and
estimates of inflation and risk-free discount rates are based on
market data.
3.1.4 Impairment of non-current assets
Mining assets and Property, plant and equipment representing the
group's mining assets in South Africa are reviewed for impairment
at each reporting date. The impairment test is performed using the
approved Life of Mine plan and those future cash flow estimates are
discounted using asset specific discount rates and are based on
expectations about future operations. The impairment test requires
estimates about future production and sales volumes, diamond
prices, grades, operating costs and capital expenditures necessary
to extract resources in the current medium term mine plan. Given
the presence of an inferred resource, rather than a defined
reserve, greater estimation is required to determine the resources
to be included in the forecasts and only a portion of the inferred
resource is currently incorporated into the plan. Production
forecasts include further growth from existing production levels,
reflecting plant upgrades, steps to improve mining flexibility and
investment to open new mining areas. Diamond prices are estimated
with reference to recent achieved prices and the Board's assessment
of the diamond market outlook.
The effects of Covid-19 is a post balance sheet non-adjusting
event and has therefore not had any influence in the impairment
test performed on the Group's non-current assets.
Changes in such estimates could impact recoverable values of
these assets. Details of the carrying value of property, plant and
equipment and mining assets can be found in note 5 and 7.
The impairment test using the medium-term forecasts indicated
significant headroom as at 31 December 2019 and therefore no
impairment is considered to be appropriate. However, such headroom,
which itself excludes additional resources included in the Resource
Statement but which are outside of the medium-term forecasts, is
dependent on the achieving increases in short term and medium term
production by opening additional pits and upgrading the plant.
However, the directors consider the forecasted production levels to
be achievable best estimates.
3.1.5 Expected credit loss assessment for receivables due from
subsidiaries
The Directors make judgements to assess the expected credit loss
provision on the loan to the Company's subsidiary. This includes
assessment of scenarios and the subsidiary's ability to repay its
loan under such scenarios considering risks and uncertainties
including diamond prices, future production performance,
recoverable diamond reserves, environmental legislation and other
factors. No credit loss provision was raised. If the assumed
factors vary from actual occurrence, this will impact on the amount
at which the loan should be carried on the Company Statement of
Financial Position.
The carrying value of the subsidiary loan is set out in note
10.
3.1.6 Capitalised stripping costs
Waste removal costs (stripping costs) are incurred during the
development and production phases at surface mining operations.
Furthermore, during the production phase, stripping costs are
incurred in the production of inventory as well as in the creation
of future benefits by improving access and mining flexibility in
respect of the ore to be mined, the latter being referred to as a
'stripping activity asset'. Judgement is required to distinguish
between these two activities at Kareevlei. The orebody needs to be
identified in its various separately identifiable components. An
identifiable component is a specific volume of the orebody that is
made more accessible by the stripping activity. Judgement is
required to identify and define these components, and also to
determine the expected volumes (tonnes) of waste to be stripped and
ore to be mined in each of these components. These assessments are
based on a combination of information available in the mine plans,
specific characteristics of the orebody and the milestones relating
to major capital investment decisions.
Judgement is also required to identify a suitable production
measure that can be applied in the calculation and allocation of
production stripping costs between inventory and the stripping
activity asset. The ratio of expected volume (tonnes) of waste to
be stripped for an expected volume (tonnes) of ore to be mined for
a specific component of the orebody, compared to the current period
ratio of actual volume (tonnes) of waste to the volume (tonnes) of
ore is considered to determine the most suitable production
measure.
These judgements and estimates are used to calculate and
allocate the production stripping costs to inventory and/or the
stripping activity asset(s). Furthermore, judgements and estimates
are also used to apply the stripping ratio calculation in
determining the amortisation of the stripping activity asset.
No stripping costs were capitalised during the current financial
year as the waste stripping ratio was below the estimated average
strip ratio for the relevant sections of the ore body based on the
existing medium term detailed mine plans, as the primary benefit of
the stripping was access to ore mined in the period. Whilst there
may be a longer term benefit through access to deeper sections of
the ore body the Board concluded that the criteria for recognition
under the Group's accounting policy were not met having considered
the absence of a defined measured and indicated resource and
consideration of the longer term mine planning status. All
stripping costs incurred during the period were charged to the
statement of profit or loss.
3.1.7 Contingent liabilities
The Group is subject to claims by a former director and
companies related to that former director totalling GBP260,108.
Whilst fully disputing the claims, the Group maintains liabilities
to the claimants of GBP198,688 as disclosed in note 15. The Group
has placed monies in escrow with its attorneys to meet any payments
under the claims. The Group has taken legal advice which advises
that the claims are without merit and no provision is made for the
additional claim amount. This matter has required the Board to
exercise judgment in assessing both the extent to which liabilities
should be retained and the decision not to provide for the
additional claim amount.
3.2 Critical judgements in applying the entity's accounting
policies
3.2.1 Determining the lease term
In determining the lease term, management considers all facts
and circumstances that create an economic incentive to exercise, or
not to exercise, an extension option. Extension options are only
included in the lease term for instances where the company is
reasonably certain that it will extend or will not terminate the
lease when the lease expires. For all leases, the most relevant
factors include:
-- If there are significant penalties to terminate (or not
extend), the group is typically reasonably certain to extend (or
not terminate).
-- When the lessee and the lessor each has the right to
terminate the lease without permission from the other party with no
more than an insignificant penalty, the group is typically certain
to terminate.
-- Otherwise, the group considers other factors including
historical lease durations, related costs and the possible business
disruption as a result of replacement of the leased asset.
The lease term is reassessed on an ongoing basis, especially
when the option to extend becomes exercisable or on occurrence of a
significant event or a significant change in circumstances which
affects this assessment, and that is within the control of the
group.
Judgment is needed in determining the lease term of surface
lease agreements. The lease term of surface lease agreements is
based on the approved Life of Mine (LoM) estimate. As at 1 January
2019 when IFRS16 was adopted by the Group, management estimated the
LoM to be 5 years.
A lease term of 5 years was therefore used in determining the
carrying value of the right-of-use assets and associated lease
liabilities as at 1 January 2019.
Management reassessed the LoM at 31 December 2019 to be 10
years. The lease terms of the surface lease agreements were
therefore increased to 10 years to reflect the increase in the LoM.
The carrying value of the right-of-use assets and lease liabilities
were remeasured at that date and adjusted accordingly.
3.2.2 Determining the incremental borrowing rate to measure
lease liabilities
Interest rate implicit in leases is not available, therefore,
the group uses the relevant incremental borrowing rate (IBR) to
measure its lease liabilities. The IBR is estimated to be the
interest rate that the group would pay to borrow:
-- over a similar term
-- with similar security
-- the amount necessary to obtain an asset of a similar value to the right of use asset
-- in a similar economic environment
The IBR, therefore, is considered to be the best estimate of the
incremental rate and requires management's judgement as there are
no observable rates available.
4. Changes in accounting policies and disclosures 4.1 Adoption
of new and revised pronouncements
In the current year, the group has adopted all new and revised
IFRSs that are relevant to its operations and effective for annual
reporting periods beginning on or after 1 January 2019.
At the date of authorisation of these financial statements for
the year ended 31 December 2019, the following IFRSs were
adopted:
IFRS 16 Leases
IFRS 16 Leases replaces IAS 17 Leases along with three
interpretations (IFRIC 4 Determining whether an Arrangement
contains a Lease, SIC 15 Operating Leases Incentives and SIC 27
Evaluating the Substance of Transactions Involving the Legal Form
of a Lease) and sets out updated requirements on recognition and
measurement of leases.
The group adopted IFRS 16 Leases retrospectively from 1 January
2019 but did not restate comparatives for the 2018 reporting
periods as permitted under the modified transition approach in the
standard.
Adjustments recognised on adoption of IFRS 16 Leases
On adoption of IFRS 16, the group recognised lease liabilities
in relation to leases which were previously classified as operating
leases under the principles of IAS 17 excluding low value leases or
those leases with a remaining lease term of less than 12 months
(i.e. short term leases). These liabilities were measured at the
present value of the remaining lease payments, discounted using the
group's incremental borrowing rate as of 1 January 2019. The
weighted average incremental borrowing rate used to measure the
lease liabilities on 1 January 2019 was 10.25%.
Lease liability
The following is a reconciliation of total operating lease
commitments at 31 December 2018, to the lease liability recognised
on 1 January 2019:
1 Jan 2019
Operating lease commitments as at 31 December 2018 224,756
Effect of discounting of lease payments (27,614)
Finance lease liabilities recognised as at 31 December
2018 31,689
----------
Lease liability recognised as at 1 January 2019 228,831
----------
Current lease liabilities 184,255
Non-current lease liabilities 44,576
----------
Lease liability recognised as at 1 January 2019 228,831
----------
Right-of-use assets
All right-of-use assets were measured at an amount equal to the
lease liability.
There were no onerous lease contracts that would require an
adjustment to the right of use assets at the date of initial
application.
The recognised right of use assets relate to the following types
of property, plant and equipment:
1 Jan 2019
Land and residential buildings 197,142
Motor vehicles 32,907
----------
Lease liability recognised as at 1 January 2019 230,049
----------
The impact of the change in the accounting policy on the
statement of financial position on 1 January 2019 was as
follows:
-- increase in right of use assets by GBP230,049
-- increase in lease liabilities by GBP228,831
-- no effect on accumulated losses due to the fact that the
carrying value of right-of-use assets equalled the lease liability
recognised and the finance leases previously recognised under IAS
17 did not have an effect on accumulated losses. The net effect of
finance leases and leased assets transferred to lease liabilities
and right-of-use assets at 1 January 2019 were GBP1,218.
Practical expedients applied on the adoption of IFRS 16
In applying IFRS 16 for the first time, the group has used the
following practical expedients permitted by the standard:
-- the use of a single discount rate to a portfolio of leases with reasonably similar characteristics
-- the accounting for operating leases with a remaining lease
term of less than 12 months as at 1 January 2019 as short term
leases
-- the non reassessment of whether an existing lease contract is
or contains a lease as defined in IAS 17 Leases and IFRIC 4
Determining whether an Arrangement contracts a Lease
Payments associated with short term leases and leases of low
value assets are recognised as an expense in profit or loss. Short
term leases are leases shorter than 12 months. Low value assets are
assets that are below the group's capitalisation threshold.
IFRIC 23 Uncertainty over Income Tax Treatments
The interpretation aims to clarify how to apply the recognition
and measurement requirements of IAS 12 Income Taxes when there is
uncertainty over income tax treatments. IFRIC 23 became effective
for periods beginning on or after 1 January 2019.
The application of this standard did not have an impact on the
financial statements.
Prepayment Features with Negative Compensation (Amendments to
IFRS 9)
Amends the existing requirements in IFRS 9 regarding termination
rights in order to allow measurement at amortised cost (or,
depending on the business model, at fair value through other
comprehensive income) even in the case of negative compensation
payments.
The application of this standard did not have an impact on the
financial statements.
4.2 New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been
published that are not mandatory for 31 December 2019 reporting
periods and have not been early adopted by the group. These
standards are not expected to have a material impact on the group
in the current or future reporting periods and on foreseeable
future transactions.
5. Property, plant and equipment
5.1 Balances at year end and movements for the year
Leasehold Plant and Motor
improvements Machinery vehicles Total
------------ ----------- -------- -----------
Reconciliation for the year ended
31 December
2019 - Group
Balance at 1 January 2019
At cost - 1,304,188 67,503 1,371,691
Accumulated depreciation - (781,426) (19,462) (800,888)
Net book value - 522,762 48,041 570,803
------------ ----------- -------- -----------
Movements for the year ended 31
December
2019
Additions 5,069 512,185 12,498 529,752
Depreciation - (279,749) (6,075) (285,824)
Transfer of right-of-use assets
on 1 January 2019 -
Cost - - (35,128) (35,128)
Transfer of right-of-use assets
on 1 January 2019 -
Accumulated depreciation - - 2,220 2,220
Exchange differences - Cost (2) (7,008) (174) (7,184)
Exchange differences - Accumulated
depreciation - 4,188 93 4,281
Property, plant and equipment
at end of year 5,067 752,378 21,475 778,920
------------ ----------- -------- -----------
Closing balance at 31 December
2019
At cost 5,067 1,809,364 44,700 1,859,131
Accumulated depreciation - (1,056,986) (23,225) (1,080,211)
Net book value 5,067 752,378 21,475 778,920
------------ ----------- -------- -----------
Reconciliation for the year ended
31 December
2018 - Group
Balance at 1 January 2018
At cost - 1,340,648 35,801 1,376,449
Accumulated depreciation - (569,914) (13,424) (583,338)
Net book value - 770,734 22,377 793,111
------------ ----------- -------- -----------
Movements for the year ended 31
December
2018
Additions - 95,482 36,522 132,004
Depreciation - (276,617) (7,613) (284,230)
Exchange differences - Cost - (131,942) (4,820) (136,762)
Exchange differences - Accumulated
depreciation - 65,105 1,575 66,680
------------ ----------- -------- -----------
Property, plant and equipment
at the end of the
------------ ----------- -------- -----------
year - 522,762 48,041 570,803
------------ ----------- -------- -----------
Closing balance at 31 December
2018
At cost - 1,304,188 67,503 1,371,691
Accumulated depreciation - (781,426) (19,462) (800,888)
Net book value - 522,762 48,041 570,803
------------ ----------- -------- -----------
5.2 Additional disclosures
Assets whose title is restricted
and pledged as Group Group Company Company
security 2019 2018 2019 2018
------- ------- ------- -------
The carrying values of assets pledged
as
security is as follows:
Plant and Machinery 102,242 143,428 - -
------- ------- ------- -------
Plant and equipment are under security of the loan agreement
with Mark Poole. The Group cannot pledge these assets as security
for other borrowings or sell them to another entity. In the event
of default Mark Poole may acquire the equipment of Kareevlei Mining
Proprietory Limited for 1.00 South African Rand, see note 16 for
further detail.
Leased assets - 2018
As at 31 December 2018, motor vehicles included the following
amounts where the group was a lessee under finance leases:
Motor vehicles - 32,907 - -
--------------- -------
From 2019 leased assets are presented as a separate line item in
the statement of financial position, see note 6.
Refer to note 4 for details about the changes in accounting
policy.
6. Leases
This note provides information for leases where the group is a
lessee.
6.1 Amounts recognised in the statement of financial position -
Group
Right-of-use assets Land and Motor
buildings vehicles Total
At 1 January 2019 on adoption
of IFRS16 197,142 32,907 230,049
Additions 20,151 - 20,151
Decrease through net exchange
differences (1,127) (170) (1,297)
Depreciation (51,229) (2,651) (53,880)
Effect of modification in lease
terms 260,358 - 260,358
At 31 December 2019 425,295 30,086 455,381
--------- -------- --------
Closing balance at end of year
At cost 476,501 34,945 511,446
Accumulated depreciation (51,206) (4,859) (56,065)
At 31 December 2019 425,295 30,086 455,381
--------- -------- --------
Lease liabilities
At 1 January 2019 on adoption
of IFRS16 197,142 31,689 228,831
Additions 20,151 - 20,151
Finance costs 19,446 3,759 23,205
Effect of modification in lease
terms 260,358 - 260,358
Lease payments (55,178) (8,367) (63,545)
Decrease through net exchange
differences (1,134) (163) (1,297)
At 31 December 2019 440,785 26,918 467,703
--------- -------- --------
Lease liabilities
Current 7,966 5,229 13,195
Non-current 432,819 21,689 454,508
At 31 December 2019 440,785 26,918 467,703
--------- -------- --------
In the previous year, the group only recognised lease assets and
lease liabilities in relation to leases that were classified as
'finance leases' under IAS 17 Leases. The assets were presented in
property, plant and equipment and the liabilities as part of the
group's borrowings. For adjustments recognised on adoption of IFRS
16 on 1 January 2019, please refer to note 4.
6.2 Amounts recognised in the statement of profit or loss -
Group
Group Group
2019 2018
------- -------
Depreciation on right-of-use assets 53,880 -
Interest expense relating to lease
liabilities 23,205 -
Short term lease expenses 210,596 -
Operating leases under IAS 17
Leases - 189,574
All amounts are included in operating
expenses.
All amounts are included in operating expenses.
6.3 Amounts recognised in the statement of cash flows
Group Group
2019 2018
------------------------------ ------ -------
Total cash outflow for leases 63,545 -
6.4 Other information related to leases
The group's leases consist mainly of leasing of buildings, land
and motor vehicles. With the exception of leases of low value
underlying assets and short-term leases, each lease is reflected on
the statement of financial position as a right of use asset and a
lease liability. Lease payments are fixed. Variable lease payments
which do not depend on an index or a rate are excluded from the
initial measurement of the lease liability and the related right of
use asset. The group classifies and depreciates its right of use
assets in a consistent manner to its property, plant and
equipment.
7. Mining assets
Reconciliation of changes in mining assets
Mining
assets Total
--------- ---------
Reconciliation for the year ended 31 December 2019 -
Group
Balance at 1 January 2019
At cost 384,380 384,380
Accumulated amortisation (81,003) (81,003)
Net book value 303,377 303,377
--------- ---------
Movements for the year ended 31 December 2019 Mining
assets Total
Additions 136,537 136,537
Amortisation (32,223) (32,223)
Exchange differences - Cost (2,059) (2,059)
Exchange differences - Accumulated amortisation 436 436
Mining assets at end of period 406,068 406,068
--------- ---------
Closing balance at 31 December 2019
At cost 518,858 518,858
Accumulated amortisation (112,790) (112,790)
Net book value 406,068 406,068
--------- ---------
Mining
Reconciliation for the year ended 31 December 2018 -
Group assets Total
--------- ---------
Balance at 1 January 2018
At cost 334,004 334,004
Accumulated amortisation (61,876) (61,876)
Net book value 272,128 272,128
--------- ---------
Movements for the year ended 31 December 2018
Additions 85,609 85,609
Amortisation (26,042) (26,042)
Exchange differences - Cost (35,233) (35,233)
Exchange differences - Accumulated amortisation 6,915 6,915
Mining assets at end of period 303,377 303,377
--------- ---------
Closing balance at 31 December 2018 Mining
assets Total
At cost 384,380 384,380
Accumulated amortisation (81,003) (81,003)
Net book value 303,377 303,377
--------- ---------
For further details on the mining rehabilitation provision see
note 14.
8. Investments in subsidiaries
8.1 The amounts included on the company
statement of financial position
comprise the Company Company
following: 2019 2018
----------- -----------
Investments in subsidiaries 5 5
----------- -----------
Investments in subsidiaries 5 5
----------- -----------
8.2 Investment in subsidiaries
Details of the group's material subsidiaries at the end of the
8.2.1 reporting period are as follows:
Place of incorporation
and
Name of subsidiary Principal activity business
-------------------------------------------- --------------------- ------------------------
Kareevlei Mining Proprietory Limited Diamond Mining South Africa
Diamond Resources Proprietory
Limited Diamond Mining South Africa
8.2.2 Voting rights:
Carrying Carrying
Interest value Interest value
2019 2019 2018 2018
---------- --------- ----------- -----------
Kareevlei Mining Proprietory Limited 74.00% 5 74.00% 5
Diamond Resources Proprietory
Limited 100.00% - 100.00% -
Summary of Group's interest in
8.2.3 subsidiaries
Kareevlei Diamond
Mining Resources
Proprietory Proprietory
Limited Limited
----------- -----------
At 31 December 2019
Total assets 2,853,970 -
Total liabilities (9,641,908) -
Retained losses (6,120,545) -
Revenue 4,064,853 -
Loss after tax (667,393) -
At 31 December 2018
Total assets 1,245,107 -
Total liabilities (7,397,955) -
Retained losses (4,079,384) -
Revenue 1,425,653 -
Loss after tax (2,073,464) -
8.2.4 Details of minority
BlueRock's subsidiary, Kareevlei Mining Proprietary Limited, is
26 per cent owned by Ghaap Mining Proprietary Limited, a Kimberley
based company. Ghaap Mining Proprietary Limited is a South African
private company wholly owned by Mr. William Alexander van Wyk who,
in terms of South African legislation is considered to qualify as
an Historically Disadvantaged South African ("HDSAs").
On 27 September 2018 the Broad-Based Socio-Economic Empowerment
Charter for the South African mining and minerals industry, 2018,
(the '2018 Charter') was announced and gazetted in South Africa.
This Charter replaced the previous 2017 Charter. The 2018 Charter
aims to drive transformation, while taking into account the
realities facing the industry.
The implementation of the 2018 Charter requires the Group to
implement certain changes to maintain compliance, primarily in
respect of: (i) the increased mandatory Black Economic Empowerment
shareholding increasing from 26% to 30%. This increase only becomes
mandatory on the renewal of existing mining rights and with the
application for new mining rights; (ii) in the required make-up of
management demographics; and (iii) in human resources development.
This will be implemented at the time our licence is renewed or
earlier.
9. Inventories
9.1 Inventories comprise: Group Group Company Company
2019 2018 2019 2018
------- ------- ------- -------
Consumable stores 15,167 - - -
Work in progress 294,880 - - -
Diamonds on hand 527,300 191,406 - 7,352
837,347 191,406 - 7,352
------- ------- ------- -------
10. Trade and other receivables
10.1 Trade and other receivables
comprise: Group Group Company Company
2019 2018 2019 2018
------- ------ --------- ---------
Current
Trade receivables - 443 - 443
Other receivables 1,384 10,203 497,640 453,865
Prepaid expenses 4,830 4,136 2,816 1,948
Value added tax 50,489 57,082 32,694 32,429
Amounts due by subsidiary - - 7,555,575 6,188,952
Total current receivables 56,703 71,864 8,088,725 6,677,637
------- ------ --------- ---------
Non-Current
Other receivables 344,442 57,458 - -
Total non-current receivables 344,442 57,458 - -
------- ------ --------- ---------
The carrying value of all trade and other receivables including
the loan to a group company is considered a reasonable
approximation of fair value.
Refer to note 29.3 for the group's expected credit loss
provision assessment for receivables.
Company:
Included under other receivables are management fees receivable
from Kareevlei Mining (Pty) Ltd of GBP496 474 (2018: GBP443
662)
The amounts due by subsidiary is a loan to Kareevlei Mining
Proprietary Limited that bears interest at the Nedbank Limited
prime variable overdraft rate or unsecured loans to corporate
customers and is repayable on demand.
Group:
Other non-current receivables represent amounts held by
financial institutions and the Department of Minerals and Energy as
guarantees in respect of environmental rehabilitation obligations
in respect of the Group's South African mines.
10.2 Items included in trade and
other receivables Group Group Company Company
not classified as financial instruments 2019 2018 2019 2018
------ ------ --------- ---------
Prepaid expenses 4,830 4,136 2,816 1,948
Value added tax 50,489 57,082 32,694 32,429
------ ------ --------- ---------
Total non-financial instruments included
in trade
and other receivables 55,319 61,218 35,510 34,377
Total trade and other receivables
excluding non-
financial assets included in trade
and other
receivables 1,384 10,646 8,053,215 6,643,260
Total trade and other receivables 56,703 71,864 8,088,725 6,677,637
------ ------ --------- ---------
10.3 Analysis of trade receivables
90 to 120 days - 443 - 443
- 443 - 443
------ ------ --------- ---------
11. Cash and cash equivalents (including restricted cash)
11.1 Cash and cash equivalents comprise: Group Group Company Company
2019 2018 2019 2018
------- ------- ------- -------
Cash
Cash on hand 471 99 - -
Balances with banks 389,378 378,210 378,062 275,736
Total cash 389,849 378,309 378,062 275,736
Total cash and cash equivalents included
in
current assets 389,849 378,309 378,062 275,736
------- ------- ------- -------
Cash and cash equivalents in the Consolidated Statement of Cash
flows excludes restricted cash of GBP223,914 (2018:
GBP210,128).
11.2 Cash and cash equivalents where availability is
restricted
Bank balances to the value of GBP223,914 (2018: GBP210,128) are
not available for use as it is held in trust with the Group's
attorneys. This account is held as security for the claims
submitted by a former director of the Group and may only be
utilised against this claim, should it be successful. Refer to note
25 for further details.
12. Share capital
Authorised and issued share
capital Group Group Company Company
2019 2018 2019 2018
---------- --------------- --------- ---------
Issued
3,258,004 (2018: 443,524,243)
Ordinary
shares of 5p (2018: 0.01p)
each 162,900 44,352 162,900 44,352
Share premium 4,147,980 3,460,309 4,147,980 3,460,309
4,310,880 3,504,661 4,310,880 3,504,661
---------- --------------- --------- ---------
Share reconciliation
Number of Share Share
Details of issue Date ordinary shares capital premium
GBP GBP
Opening balance 01/01/2019 443,524,243 44,352 3,460,309
Placing and equity issue 11/02/2019 191,666,667 19,167 555,833
Placing and equity issue expenses 11/02/2019 - - (36,902)
Fair value of warrants - share
issue costs 11/02/2019 - - (192,386)
Placing and equity issue 16/05/2019 982,000,000 98,200 883,800
Issue of shares as repayment
of director loan 16/05/2019 6,811,000 681 6,319
Placing and equity issue for
advisory fees 16/05/2019 5,000,000 500 4,500
Placing and equity issue expenses 16/05/2019 - - (76,313)
Fair value of warrants - share
issue costs 16/05/2019 (457,180)
Share consolidation 25/07/2019 (1,625,743,906) - -
Shares outstanding - closing 3,258,004 162,900 4,147,980
--------------- --------- ---------
On 25 July 2019 a share consolidation was approved whereby every
500 ordinary shares of 0.01 pence were consolidated into 1 ordinary
share of 5 pence each. The number of ordinary shares in issue were
adjusted accordingly at that date.
Details of warrants issued
The number of shares and price per share were adjusted for the
share consolidation that was effected on 25 July 2019 at a ratio of
500:1.
On 11 February 2019 1 warrant was issued for each ordinary share
issued on that date. A total of 383,333 warrants were issued and
exercisable at 200p for a period of 2 years.
On 16 May 2019 1 warrant was issued for each ordinary share
issued on that date. A total of 1,974,000 warrants were issued and
exercisable at 100p for a period of 2 years.
Refer to note 27.4 for details of warrants issued to directors
as part of the share placements on the above dates.
Warrants are valued at the date of grant using the Black-Scholes
option pricing model.
The fair value per warrant issue during the period and the
assumptions used in the calculation are shown below:
Date of issue: 11/02/2019 16/05/2019
Number of warrants issued 383,333 1,974,000
Average grant date share
price (p) 155 67.50
Average exercise price (p) 200.00 100.00
Share price volatility (p.a) 73.16% 85.71%
Risk-free interest rate
(p.a) 0.72% 0.73%
Dividend yield (p.a) 0 0
Average contractual life
(years) 2 2
Average fair value per option
(p) 50.19 23.89
13. Other Reserves
13.1 Analysis of other reserves
Foreign
Capital currency Share-based
redemption translation payment
reserve reserve reserve Total
---------- ----------- ----------- ---------
Group
Movement:
Balance 1 January 2019 2,003,010 (6,177) 333,837 2,330,670
Other comprehensive expense - 32,297 - 32,297
Non-controlling interests - (8,397) - (8,397)
Share-based payments - - 763,914 763,914
Balance 31 December 2019 2,003,010 17,723 1,097,751 3,118,484
---------- ----------- ----------- ---------
Foreign
Capital currency Share-based
redemption translation payment
reserve reserve reserve Total
---------- ----------- ----------- ---------
Movement:
Balance 1 January 2018 - (390,441) 126,644 (263,797)
Other comprehensive expense - 519,276 - 519,276
Non-controlling interests - (135,012) (135,012)
Share-based payments - - 207,193 207,193
Share buyback 2,003,010 - - 2,003,010
Balance 31 December 2018 2,003,010 (6,177) 333,837 2,330,670
---------- ----------- ----------- ---------
Company
Movement:
Balance 1 January 2019 2,003,010 - 333,837 2,336,847
Share-based payments - - 763,914 763,914
Balance 31 December 2019 2,003,010 - 1,097,751 3,100,761
---------- ----------- ----------- ---------
Movement: Foreign
Capital currency Share-based
redemption translation payment
reserve reserve reserve Total
---------- ----------- ----------- ---------
Balance 1 January 2018 - - 126,644 126,644
Share-based payments - - 207,193 207,193
Share buyback 2,003,010 - - 2,003,010
Balance 31 December 2018 2,003,010 - 333,837 2,336,847
---------- ----------- ----------- ---------
13.2 Nature and purpose of reserves
Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign
exchange differences arising from the translation of foreign
entities. The South African subsidiaries' functional currencies are
different to the Group's functional currency of British Pound
Sterling. The rates used to convert the operating functional
currency into British Pound Sterling are as follows:
Currency 2019 2018
Average rate ZAR to GBP 18.43 17.64
Year end ZAR to GBP 18.44 18.34
Share-based payment reserve
For details on the share-based payment equity reserve, refer to
note 23.
Capital redemption reserve
During 2018 the nominal value of ordinary shares was split into
0.01p nominal share capital and 0.99p deferred shares. These were
in turn purchased by the company using the proceeds from the issue
of one additional ordinary share and immediately cancelled. As such
these are held within the capital redemption reserve.
14. Provisions
14.1 Provisions comprise: Group Group Company Company
2019 2018 2019 2018
------- ------- ------- ---------------
Rehabilitation cost provision 302,989 204,840 - -
14.2 Reconciliation of provisions
Provision
for
rehabilitation
--------------
Balance at 1 January 2019 -
Group 204,840
Change in estimate 96,922
Unwinding of discount rate 2,337
Exchange differences (1,110)
--------------
Total changes 98,149
--------------
Balance at 31 December 2019 302,989
--------------
Balance at 1 January 2018 -
Group 148,282
Change in estimate 68,656
Unwinding of discount rate 2,175
Exchange differences (14,273)
--------------
Total changes 56,558
--------------
Balance as at 31 December 2018 204,840
--------------
14.3 Details of provisions
Provision for rehabilitation
The provision for environmental rehabilitation closure cost was
independently assessed by Ndi Mudau of NDI Geological Consulting
Services. The closure cost assessment reports over the Remainder of
the Farm No. 113 (Skietfontein), Portion of Portion 2
(Kareeboompan) of the Farm 142, Portion 1 (Westhoek) of the Farm
113, and Portion 2 (Klipvlei) of the Farm 113. The financial
provision was calculated in accordance with Regulation 54 of the
Minerals and Petroleum Resources Development Act 2002 (Act 28 of
2002) during March 2020.
In determining the amounts attributable to the rehabilitation
provision at the Kareevlei mining area, management used a discount
rate of 10% (31 December 2018: 10.25%), estimated rehabilitation
timing of 10 years (31 December 2018: 5 years) and an inflation
rate of 4.9% (31 December 2018: 5.3%).
15. Trade and other payables
15.1 Trade and other payables comprise: Group Group Company Company
2019 2018 2019 2018
------- ------- ------- -------
Trade payables 737,541 453,234 28,007 27,434
Accrued liabilities 119,447 37,777 33,400 31,300
Account due to former Director 23,596 23,720 - -
Income received in advance - 72,814 - -
Total trade and other payables 880,584 587,545 61,407 58,734
------- ------- ------- -------
An amount of GBP175,092 (2018: GBP176,008) is included within
trade payables which are subject to amounts claimed as being due to
companies related to the former Director of the company. These
amounts are historic and disputed in full by the Company based on
legal advice received. The account due to a former Director
totalling GBP23,596 (2018: GBP23,720) relates to amounts claimed
but disputed in full by the Company.
Income received in advance refers to advances received at year
end in respect of future diamond sales. On tender award, revenue
for the sale of diamonds was recorded and the liability
extinguished.
15.2 Items included in trade and other payables not classified
as financial liabilities
Income received in advance - 72,814 - -
Total non-financial liabilities
included in trade
and other payables - 72,814 - -
Total trade and other payables
excluding
non-financial liabilities included
in trade and
other payables 880,584 514,731 61,407 58,734
Total trade and other payables 880,584 587,545 61,407 58,734
------- ------- ------ ------
16. Borrowings
16.1 Carrying amount of borrowings by category
At
Designated at
fair amortised
value cost Total
------------- --------- ---------
Year ended 31 December 2019 - Group
Convertible loans (i) - 776,704 776,704
Loan facilities (ii) - 286,125 286,125
Embedded derivative (i) 10,359 - 10,359
------------- --------- ---------
Components listed under borrowings on
the consolidated
------------- --------- ---------
and company statements of financial position 10,359 1,062,829 1,073,188
------------- --------- ---------
Trade and other payables excluding non-financial
liabilities
(Note 15) - 880,584 880,584
Components listed separately on the consolidated
and
company statements of financial position - 880,584 880,584
10,359 1,943,413 1,953,772
------------- --------- ---------
Borrowings comprise the following on the
consolidated
and company statements of financial position:
Current portion - 156,698 156,698
Non-current portion 10,359 906,131 916,490
10,359 1,062,829 1,073,188
------------- --------- ---------
Year ended 31 December 2018 - Group
Convertible loans (i) - 706,094 706,094
Loan facilities (ii) - 404,525 404,525
Embedded derivative (i) 12,463 - 12,463
Finance lease obligation (iii) - 31,689 31,689
------------- --------- ---------
Components listed under borrowings on
the consolidated
------------- --------- ---------
and company statements of financial position 12,463 1,142,308 1,154,771
------------- --------- ---------
Trade and other payables excluding non-financial
liabilities
(Note 15) - 514,731 514,731
Components listed separately on the consolidated
and
company statements of financial position - 514,731 514,731
12,463 1,657,039 1,669,502
------------- --------- ---------
Borrowings comprise the following on the
consolidated At
Designated at
and company statements of financial position: fair amortised
value cost Total
------------- --------- ---------
Current portion - 50,877 50,877
Non-current portion 12,463 1,091,431 1,103,894
12,463 1,142,308 1,154,771
------------- --------- ---------
At
Designated at
fair amortised
value cost Total
------------- --------- ---------
Year ended 31 December 2019 - Company
Convertible loans (i) - 776,704 776,704
Loan facilities (ii) - 286,125 286,125
Embedded derivative (i) 10,359 - 10,359
Components listed under other financial
liabilities on the
consolidated and company statements of
financial
------------- --------- ---------
position 10,359 1,062,829 1,073,188
------------- --------- ---------
Trade and other payables excluding non-financial
liabilities
(Note 15) - 61,412 61,412
Components listed separately on the consolidated
and
company statements of financial position - 61,412 61,412
10,359 1,124,241 1,134,600
------------- --------- ---------
Other financial liabilities comprise
the following on the
consolidated and company statements of
financial
position:
Current portion - 156,698 156,698
Non-current portion 10,359 906,131 916,490
10,359 1,062,829 1,073,188
------------- --------- ---------
Year ended 31 December 2018 - Company At
Designated at
fair amortised
value cost Total
------------- --------- ---------
Convertible loans (i) - 706,094 706,094
Loans facilities (ii) - 404,525 404,525
Embedded derivative (i) 12,463 - 12,463
Components listed under other financial
liabilities on the
consolidated and company statements of
financial
position 12,463 1,110,619 1,123,082
------------- --------- ---------
Trade and other payables excluding non-financial
liabilities
(Note 15) - 58,734 58,734
Components listed separately on the consolidated
and
company statements of financial position - 58,734 58,734
12,463 1,169,353 1,181,816
------------- --------- ---------
Other financial liabilities comprise
the following on the
consolidated and company statements of
financial
position:
Current portion - 46,247 46,247
Non-current portion 12,463 1,064,372 1,076,835
12,463 1,110,619 1,123,082
------------- --------- ---------
i) Convertible loans and embedded derivative
The movement on each convertible loan liability component can be
summarised as follows:
Embedded Convertible
derivative loans Total
Balance 1 January 2018 113,333 641,903 755,236
Finance charge: unwinding of discount
factor - 64,191 64,191
Fair value adjustment to embedded derivative (100,870) - (100,870)
Balance 31 December 2018 12,463 706,094 718,557
---------- ----------- ---------
Finance charge: unwinding of discount
factor - 70,610 70,610
Fair value adjustment to embedded derivative (2,104) - (2,104)
Balance 31 December 2019 10,359 776,704 787,063
---------- ----------- ---------
At 31 December 2019 the Group had in issue convertible loan
stocks of GBP925,000 which has a term until 16 October 2021.
The terms of the convertible loan note provide a mechanism for
weighted conversion price revisions should additional funds be
raised below the prevailing conversion price. Following the fund
raising in February 2020, the current conversion price is 166p
This option to convert the loan into shares has been treated as
a separate financial instrument, as an embedded derivative. This is
due to a clause in the updated convertible loan note agreement
which will require the Company to issue a variable number of shares
if future fundraising over life of the convertible loan note raises
additional funds at a price per Ordinary share of less than 5p.
This requires a separate valuation as it does not relate to the
host contract.
In addition if the Company sells its interest in Kareevlei
Mining Proprietary Limited ("subsidiary") before the final
repayment date for consideration equivalent to or greater than 120%
of the loan note outstanding then the notes will become redeemable
and a 20% premium will be payable to the note holder.
Management have carried out an assessment of the terms of the
convertible loan and have judged that the instrument consists of
two components:
-- a loan instrument; held at amortised cost
-- an embedded derivative representing the conversion option as
the option fails the fixed for fixed criteria and the embedded
redemption feature. The embedded derivative should be recognised
separately as a derivative financial instrument at fair value
through profit and loss
A fair value exercise to determine the value of the two
components was undertaken by the Directors at the date the
convertible loan was initially drawn down. The fair value of the
host loan instrument (including the embedded redemption feature)
has been valued as the residual of:
-- The fair value of the first draw down on 16 October 2014 was
discounted at a commercially applicable rate of 9.25%. The fair
values of the draw downs on 27 May 2016 and 2 October 2016 have
been discounted at a commercially applicable rate of 10.5%.
Refer to note 30 for details of the fair value of the embedded
derivative.
ii) Loan facilities
Loan facilities comprise the Group Group Company Company
following: 2019 2018 2019 2018
------- ------- ------- -------
Loan: M Poole 116,998 165,466 116,998 165,466
Loan: A Waugh 169,127 191,297 169,127 191,297
Loan: P Beck - 47,762 - 47,762
286,125 404,525 286,125 404,525
------- ------- ------- -------
M Poole
In 2017 the Company entered into a loan facility agreement with
Mark Poole. A 90 day interest free period was included in the
agreement from the date of the first draw down. After this point
interest accrues on the capital balance at a rate of 10% per annum,
which is payable quarterly in arrears. All capital to be repaid
within 5 years from the date of the draw down on the facility.
Additionally a security over the property, plant and equipment
of Kareevlei Mining (Pty) Limited is held, see note 5 for further
detail.
During the period ended 31 December 2019 an interest charge of
GBP10,701 (2018: GBP17,404) was recognised on the total capital
drawn down. Outstanding at the period ended 31 December 2019 was
GBP116,103 capital and GBP1,396 interest.
A Waugh and P Beck
BlueRock Diamonds Plc and its subsidiary Kareevlei Mining
Proprietory Limited entered into a loan agreement with Adam Waugh
(Former Non-Executive Director) and Paul Beck (Former Chairman) on
17 August 2018. The loan was fully drawn down on 17 August 2018.
The Loan will only be available to satisfy any final determination
of any further claim that Mr CB Visser brings. Refer to note 15 and
27 for further details of the claims instituted by Mr Visser.
The principal amount of the loan is GBP231,400 comprising
GBP50,000 from Paul Beck and GBP181,400 from Adam Waugh.
The key provisions of the loan are as follows:
- a term of up to three years, but pre-payable in full or in
part at any time at the option of the Company;
- an arrangement fee of 5 percent of the loan principal;
- interest payable of 11 percent per annum on the loan principal
payable quarterly, 6 percent payable in cash and the remaining 5
percent payable by a combination of cash and shares (at the
Company's sole discretion);
- a repayment premium at an amount equal to 2 percent of the
loan principal per month that the loan is outstanding, payable on
repayment of the loan in full or in part to be satisfied half in
cash and half in shares, at the mid-market price at the time of the
relevant repayment, or cash (at the Company's sole discretion);
- and that in the event that the Company raises further funds,
preference is given to repaying the loan. It will be the Board's
intention to repay the Loan as soon as practicable
On 16 May 2019 it was further agreed with Adam Waugh to repay
his loan in GBP30,000 quarterly instalments in arrears commencing
on 31 August 2019.
Paul Beck's loan was paid in full during the year.
iii) Finance lease - 2018
During 2018 the Group leased motor vehicles from William van Wyk
over a term of 72 months at a rate of 12.5% per annum with the
final repayment during February 2024. Finance lease liabilities
were included in borrowings until 31 December 2018, but were
reclassified to lease liabilities on 1 January 2019 in the process
of adopting the new leasing standard. See note 4 for further
information about the change in accounting policy for leases.
16.2 Financial liability maturity
analysis
Between 3 months
Between
and 2
1 year and 5 years Over 5 years Total
---------------- ----------- ------------ ---------
Year ended 31 December 2019 - Group
Trade and other payables excluding
non-
financial liabilities (Note 15) 880,584 - - 880,584
Convertible loan - 776,704 - 776,704
Loan facilities 156,698 129,427 - 286,125
Embedded derivative - 10,359 - 10,359
Lease liabilities 13,195 110,607 343,901 467,703
1,050,477 1,027,097 343,901 2,421,475
---------------- ----------- ------------ ---------
Year ended 31 December 2018 - Group
Trade and other payables excluding
non-
financial liabilities (Note 15) 514,731 - - 514,731
Convertible loan - 706,094 - 706,094
Loan facilities 46,247 358,278 - 404,525
Embedded Derivative - 12,463 - 12,463
Finance lease obligation 4,630 27,059 - 31,689
565,608 1,103,894 - 1,669,502
---------------- ----------- ------------ ---------
Year ended 31 December 2019 - Company
Trade and other payables excluding
non-
financial liabilities (Note 15) 61,407 - - 61,407
Convertible loan - 776,704 - 776,704
Loan facilities 156,698 129,427 - 286,125
Embedded Derivative - 10,359 - 10,359
218,105 916,490 - 1,134,595
---------------- ----------- ------------ ---------
Year ended 31 December 2018 - Company
Trade and other payables excluding
non-
financial liabilities (Note 15) 58,734 - - 58,734
Convertible loan - 706,094 - 706,094
Loan facilities 46,247 358,278 - 404,525
Derivatives - 12,463 - 12,463
104,981 1,076,835 - 1,181,816
---------------- ----------- ------------ ---------
17. Revenue from contracts with customers
17.1 Revenue comprises: Group Group
2019 2018
--------- ---------
Sale of diamonds 4,073,853 1,416,699
--------- ---------
The revenue from the sale of rough diamonds is recognised at the
point in time at which control transfers.
17.2 Segmental reporting
Operating segments are identified on the basis of internal
reports about components of the Group that are regularly reviewed
by the chief operating decision maker in order to allocate
resources to the segments and to assess their performance.
The Group's operations relate to the exploration for, and
development of mineral deposits in the Kimberley region of South
Africa and as such the Group has only one reportable segment. The
non-current assets in the Kimberley region are GBP1,984,809 (2018:
GBP931,639). All revenue consists of sales of diamonds in South
Africa through auctions as is customary in the industry. The Group
sells its diamonds through auctions run by CS Diamonds.
18. Other gains and losses
Other gains and losses comprise: Group Group
2019 2018
-------- ---------
Gain or loss on foreign exchange
differences (47,291) (607,058)
Fair value gains on derivatives 2,104 100,870
Total other gains and losses (45,187) (506,188)
-------- ---------
19. Loss from operating activities
Loss from operating activities includes
the Group Group
following separately disclosable
items 2019 2018
--------- ---------
Operating expenses
Operational and direct costs 3,585,514 2,072,810
Property plant and equipment
- depreciation 285,824 284,230
Right-of-use assets
- depreciation 53,880 -
Mining assets
- amortisation 32,223 26,042
Inventory on hand
- Diamond stock movement (337,003) (100,979)
- Stockpiles and consumables movement (310,184) -
Leases
- operating lease rentals - Land
and Buildings - 50,306
- operating lease rentals - Equipment - 139,268
Share-based payments
- Equity-settled share-based payments 114,348 57,457
Staff costs 991,514 626,528
Auditor's remuneration
Audit fees - audit of financial
statements 35,350 30,000
Audit fees - audit of accounts of
subsidiary of
company 8,460 10,182
Other audit-related services - Interim
review 5,125 -
Other services - Agreed upon procedures 1,845 -
50,780 40,182
--------- ---------
Staff numbers and costs Group Group Company Company
2019 2018 2019 2018
--------- --------- ------- -------
Directors' remuneration 161,417 132,320 161,417 132,320
Staff salaries 830,097 494,208 4,050 -
991,514 626,528 165,467 132,320
--------- --------- ------- -------
The table above relates to the Directors remuneration, key management
personnel and employees of the Group.
2019 2018
Number Number
Directors 4 4
Administration and production 60 47
64 51
--------- --------
20. Finance income
Finance income comprises: Group Group
2019 2018
--------- --------
Interest received from financial
institutions 25,460 8,600
21. Finance costs
Finance costs included in profit
or loss: Group Group
2019 2018
--------- --------
Finance charges - trade and other
payables 8,578 16,302
Finance charges - loan facilities 30,863 26,518
Finance charges - convertible
loan notes 70,610 64,191
Finance charges - leases (2018:
finance leases) 23,205 3,709
Finance charges - provisions 2,337 2,175
Finance charges - financial institutions 56,757 32,676
Total finance costs 192,350 145,571
--------- --------
22. Income tax credit
Income tax recognised in profit
22.1 or loss: Group Group
2019 2018
--------- --------
Current tax
Current year - -
Prior period overprovision - 4,181
--------- --------
- 4,181
Deferred Tax
Originating and reversing temporary
differences - -
Total income tax credit - 4,181
--------- --------
22.2 The income tax for the year
can be reconciled Group Group
to accounting loss as follows: 2019 2018
--------- -----------
Loss before tax from operations (684,244) (2,446,124)
Income tax calculated at 19% (2018:
19%) (130,006) (464,764)
Tax effect of
- Differences in rates (South African
tax) (60,065) (186,612)
- (Income)/Expenses not deductible
for tax
purposes 244,664 (5,293)
Effects of group relief - 17,545
Foreign tax losses in subsidiary 126,174 282,578
Unrecognised tax losses and timing
differences - 356,546
Previously unrecognised tax losses
utilised to
reduce tax expense (180,767) -
Prior year overprovision - 4,181
Tax charge - 4,181
--------- -----------
The group has tax losses carried forward of GBP2,921,732 (2018:
GBP3,548,814) for which no deferred tax asset is recorded given
insufficient certainty regarding the timing of future taxable
profits.
23. Share-based payments
23.1 The company had the following share based payment
agreements which are described below:
Number of
shares Contractual Exercise
Type of Arrangement Date of grant granted life price
----------------------- -------------- ----------------- ----------- --------
Directors share option
plan - Tranche 4 01/05/2016 1,552 4 years 5,500p
Directors share option
plan - Tranche 5 19/01/2017 4,454 5 years 2,500p
Directors share option
plan - Tranche 7 10/08/2017 14,314 5 years 625p
Directors share option
plan - Tranche 8 27/09/2017 4,894 2 years 875p
Directors share option
plan - Tranche 9 16/05/2019 228,060 5 years 50p
Tranche 4 and 5 have fully vested.
Tranche 7 options vest 2 years from the date of grant dependent
on the company's mid-market share price reaches 1,500p in that
period. All options in Tranche 7 lapsed in the year.
Tranche 8 options vest 2 years from the date of grant dependent
on the company's mid-market share price reaches 1,500p in that
period. All options in Tranche 8 lapsed in the year.
Tranche 9 options are split with half vesting 1 year from the
date of grant and half vesting immediately on the date of
grant.
23.2 Movements in the number of share options outstanding and
their related weighted average exercise prices are as follows:
Weighted
Weighted average
average exercise
exercise price price in
in pence Options pence Options
2019 2019 2018 2018
-------------- -------- -------- --------
Outstanding at the beginning
of the period 2,235 22,961 2,200 45,006
Granted during the period 50.00 228,060 - -
Expired during the period 688.70 (16,955) 2,760 (22,045)
Outstanding at the end of the
period 132.77 234,066 2,235 22,961
-------------- -------- -------- --------
Exercisable at the end of the
period 211.39 120,037 3,275.00 6,007
The number of shares and price per share were adjusted for the
share consolidation that was effected on 25 July 2019 at a ratio of
500:1.
23.3 Options granted during the year
Options are valued at the date of grant using the Black-Scholes
option pricing model.
The fair value per option of options granted during 2019 and the
assumptions used in the calculation are shown below:
Tranche 9
Average grant date share price
(p) 67.50
Average exercise price (p) 50.00
Share price volatility (p.a) 86 %
Risk-free interest rate (p.a) 0.83%
Dividend yield (p.a) 0 %
Average contractual life (years) 5.00
Average fair value per option
(p) 48.43
No new share options were granted and valued during 2018.
23.4 Share based payment expense
The total share-based payment expense for the year ended 31
December 2019 was GBP114,348 (2018: GBP57,457) in relation to share
options.
24. Earnings per share
24.1 Basic earnings per share Group Group
2019 2018
--------- -----------
Loss for the year attributable to
owners of the
company (510,722) (1,902,842)
--------- -----------
Weighted average number of ordinary
shares 2,470,871 443,480
--------- -----------
Basic loss per share (0.21) (4.29)
--------- -----------
On 25 May 2019 a share consolidation was approved whereby every
500 ordinary shares of 0.01 pence were consolidated into 1 ordinary
share for 5 pence each. The weighted number of ordinary shares for
2018 was adjusted to reflect the change and the comparative figures
have been restated.
24.2 Additional disclosures
Share options granted to directors could potentially dilute EPS
in the future but are not included in a dilutive EPS calculation
because they are antidilutive for the period.
25. Contingent liabilities
Dispute with former director Group Group Company Company
2019 2018 2019 2018
------ ------ ------- -------
Estimated financial effect 60,067 60,380 60,067 60,380
------ ------ ------- -------
The amount payable to CB Visser and his related companies as
disclosed in Note 15, is currently under dispute. CB Visser is a
former director and CEO of both Kareevlei Mining (Pty) Ltd and
BlueRock Diamonds Plc. who resigned during September 2016. The
total claim submitted by him amounts to GBP260,108 of which
GBP198,688 has been accounted for under trade and other payables.
The Group has given security for the amount of GBP223,914 in
respect of the above claim. This security is held in trust by the
group's lawyers. The company's legal advisors are of the opinion
that based on current available information, the claims are without
merit.
26. Cash used in operations Group Group Company Company
2019 2018 2019 2018
---------- ------------- --------- ---------
(Loss)/profit before taxation (684,244) (2,446,124) (16,850) (372,661)
Adjustments for non-cash items
Interest accrued on group loan - - (694,076) (558,687)
Interest accrued on convertible 70,609 64,191 70,609 64,191
loan notes
Interest accrued on borrowings 54,067 59,415 30,862 55,706
Interest on rehabilitation provision 2,337 2,175 - -
(Increase) / decrease in inventories (647,188) (100,980) 7,352 (7,352)
Decrease / (increase) in trade and 15,024 (66,768) (44,466) (114,575)
other receivables
Increase / (decrease) in trade and 295,912 250,766 2,675 (64,671)
other payables
Depreciation and amortisation 371,927 310,272 - -
Share-based payments 114,347 57,457 114,347 57,457
Fair value gains on derivatives (2,104) (100,870) (2,104) (100,870)
Foreign exchange movements 47,291 607,059 43,321 548,990
Total non-cash adjustments 322,222 1,082,717 (471,480) (119,811)
---------- ------------- --------- ---------
Cash used in operations (362,022) (1,363,407) (488,330) (492,472)
---------- ------------- --------- ---------
Reconciliation of liabilities from
financing Loans and Finance lease Leases Total
borrowings
At 1 January 2018 243,325 - - 243,325
Cash flows:
Draw down 231,400 - - 231,400
Repayment (125,906) (8,543) - (134,449)
Non-cash flows:
Finance lease - 36,523 - 36,523
Interest accruing 55,706 3,709 - 59,415
---------- ------------- --------- ---------
At 31 December 2018 404,525 31,689 - 436,214
Recognised on adoption of IFRS 16 - (31,689) 228,831 197,142
---------- ------------- --------- ---------
404,525 - 228,831 633,356
---------- ------------- --------- ---------
Cash flows:
Repayment (142,262) - (63,545) (205,807)
Non-cash flows:
Loans converted into share capital (7,000) - - (7,000)
Lease liabilities - - 280,509 280,509
Interest accruing 30,862 - 23,205 54,067
Decrease through net exchange differences - - (1,297) (1,297)
At 31 December 2019 286,125 - 467,703 753,828
---------- ------------- --------- ---------
All movements on convertible loan notes and derivatives were
non-cash. The Company figures comprise the loans and borrowings
above, excluding leases and finance leases.
27. Related parties
27.1 Relationships
Name Nature of relationship
------------------------- -----------------------------------------------
William van Wyk Minority interest in Kareevlei Mining (Pty) Ltd
Subsidiaries: Kareevlei Mining Proprietory Limited
Diamond Resources Proprietory Limited
G Waugh Son of Adam Waugh
Significant shareholder in BlueRock Diamonds
Teichmann Company Limited Plc
Numovista Pty Ltd Common shareholder with significant influence
27.2 Related party transactions and
balances Group Group Company Company
2019 2018 2019 2018
------- ----- --------- ---------
Loan account - Owing by related party
Kareevlei Mining Proprietory Limited - - 7,555,575 6,188,951
Management fees owing by related
party
Kareevlei Mining Proprietory Limited - - 496,474 443,662
Trade payables due to related party
Teichmann Company Limited 179,054 - - -
Transactions with related parties
Kareevlei Mining Proprietory Limited
- Interest received - - 694,076 558,686
- Management fees received - - 79,200 79,200
- Purchases - - - (27,133)
Teichmann Company Limited
- Contractor fees paid 739,202 - - -
Numovista Pty Ltd
-Purchase of plant and equipment
(February 2020) 350,000 - - -
Diamond sales
-D Facey - 369 - 369
-G Waugh - 2,413 - 2,413
Diamond sales to related parties
were made at a small premium to market
value
William van Wyk
-Interest paid 3,759 3,709 - -
During March 2018 the Group entered into a lease facility
agreement with William van Wyk, whereby motor vehicles are leased
over a term of 72 months at a rate of 12.5% per annum with the
final repayment during February 2024. As at 31 December 2019 the
balance payable on the lease facility was GBP26,918 (2018:
GBP31,689).
A Waugh and P Beck
- Interest paid - A Waugh 27,741 8,338 27,741 8,338
- Interest paid - P Beck - 29,965 - 29,965
During August 2018 the Group entered into a loan agreement with
A Waugh and P Beck. See note 16 for further details. As at 31
December 2019 the balance payable on the loan agreements were
GBP169,127 (2018: GBP191,297) and GBPNil (2018: GBP47,522)
respectively.
27.3 Compensation paid to directors and key management
personnel
Directors:
MJ Houston - received fees of GBP55,417 (2018: GBPnil)
TG Leslie - received fees of GBP10,000 (2018: GBPnil)
A Waugh - received fees of GBP40,000 (2018: GBP96,320)
D Facey - received fees of GBP56,000 (2018: GBP36,000)
Key management personnel:
AT Simbanegavi - received salary from Kareevlei Mining
Proprietory Limited of GBP93,237 (2018: GBPnil)
27.4 Placing and subscriptions
The directors subscribed to the following shares
during the year:
Number of
ordinary Warrants
Name shares issued issued
------------- --------
MJ Houston (Executive Chairman)
- 16 May 2019 30,000 30,000
DA Facey (Chief Financial Officer)
- 16 May 2019 20,000 20,000
AT Simbanegavi (Chief Operating Officer)
- 16 May 2019 10,000 10,000
A Waugh (Former Non-Executive Director)
- 16 May 2019 13,622 13,622
PJ Beck (Former Non-Executive Chairman)
- 16 May 2019 30,000 30,000
103,622 103,622
------------- --------
28. Events after the reporting date
28.1 Fundraising
On 18 February 2020 the Company successfully raised an aggregate
before expenses of GBP1,900,000 via the issue of 2,235,289 ordinary
shares of 5 pence each in the capital of the Company through a
placing and subscription at 85 pence per new share. The Company
will use the majority of the funding to develop and expand its
ongoing mining activity.
28.2 Purchase of processing plant
The Company's subsidiary, Kareevlei Mining Pty Limited, entered
into a rent to buy agreement to acquire a processing plant from
Numovista Pty Limited after the reporting date. Under the terms of
the agreement, Kareevlei will pay a total of GBP650,000 over 3
years for the plant.
28.3 Covid-19 pandemic impact
Kareevlei was put into care and maintenance mode pending changes
in the approach of South African Government and secondly on being
able to identify a route to market that would allow the operations
to run cash flow positively. The tender held by CS Diamonds in
March was poorly attended and the bids that were received for our
diamonds are best described as speculative and, as a consequence,
we withdrew the diamonds from sale.
Given the likely ongoing travel restrictions to and within South
Africa and the likely ongoing impact of the South African diamond
tenders, the Company expedited its plan to commence selling
diamonds in the international market. We focussed on Antwerp as
being the most liquid diamond market and the most likely to return
to operating normally in the shortest period of time, particularly
as many diamond buyers have representatives located in Antwerp
hence reducing the impact of any ongoing travel restrictions.
After discussion with a number of operators in Antwerp, an
agreement was signed with Bonas-Cousyns NV, part of the Bonas Group
("Bonas"). Bonas is the world's longest established diamond
brokerage and consultancy firm and is the largest global
independent diamond and gemstone tender and auction house operating
50 sales a year having sold 6.1 million carats in 2019. Bonas
attracts approximately 160 buyers to its sales, significantly more
than attend the local tenders held in Kimberley. Bonas held its
first tender since the outbreak of COVID-19 from 12 to 18 June
2020.
At the same time as reaching the agreement with Bonas, the
Company entered into a non-binding letter of intent ("Letter of
Intent") with Delgatto Diamond Finance Fund LP ("DDFF) to provide
bridging finance between production of diamonds and eventual sale.
Under the terms of the letter of intent, DDFF will finance monthly
parcels of diamonds at 70% of the market value as determined by
BONAS at a cost of 1.25% per month (equivalent to 15 per annum).
This will enable BlueRock to have flexibility over when its
diamonds are sold. It is management's expectation that the first
sale will occur in September 2020.
The Board has taken the decision to focus on keeping the cost of
production as low as possible to minimise the risk that its selling
or finance price (being 70% of market value) exceeds its cost of
production. Accordingly, the decision has been taken to reduce the
level of development mining to align with the lower annual
production, remove contract crushing and freeze employment whilst
continuing to manage overhead costs. The Company will also benefit
for a period from the weaker exchange rate and the material drop in
the oil price.
29. Financial risk management
29.1 Financial risk factors
The group's activities expose it to a variety of financial
risks: market risk (including currency risk, price risk and cash
flow interest rate risk), credit risk and liquidity risk.
29.2 Market Risk
29.2.1 Foreign exchange risk
Management has set up a policy to require group companies to
manage their foreign exchange risk against their functional
currency. To manage their foreign exchange risk arising from future
commercial transactions and recognised assets and liabilities,
entities in the group may use forward contracts. Foreign exchange
risk arises when future commercial transactions or recognised
assets or liabilities are denominated in a currency that is not the
entity's functional currency.
Sensitivity analysis
At 31 December 2019, if the pound sterling had
weakened/strengthened by 12% against the South African Rand with
all other variables held constant, post-tax loss for the year would
have been GBP72k lower (2018: GBP221k) or GBP91k higher (2018:
GBP282k), mainly as a result of foreign exchange gains or losses on
translation of South African Rand denominated trade receivables and
intragroup borrowings. The exchange rates used for conversion of
South African rand monetary items to Sterling were - 2019: 18.44,
2018: 18.34.
29.2.2 Price risk
The profitability of mining operations is directly related to
the prevailing diamond price. Historically, diamond prices have
been volatile and are affected by numerous factors which the Group
is unable to control or predict, including world production levels,
international economic trends, industrial and consumer demand,
currency exchange fluctuations, seasonality, speculative activity
and political events.
The Group realises US Dollars for its diamond sales, and reports
its results in Pounds Sterling. Should the South African Rand
strengthen against the Pound, the costs of the Group's mining
operations, which are largely denominated in South African Rand,
may be adversely affected. Should the US Dollar weaken against the
Pound, the Group's revenues may be reduced.
Should market prices for raw materials, services and equipment,
such as diesel or mining equipment increase, the Group's results
may be adversely affected. The Group seeks to obtain the best rate
for each product or service, taking into account price, service
quality and reliability.
Sensitivity analysis
An increase in the average US Dollar diamond price per carat of
10%, with all other variables held constant would have decreased
post-tax loss by GBP406k (2018: GBP142k), while a decrease would
have increased post-tax losses by GBP406k (2018: GBP142k).
29.2.3 Interest rate risk
The Group has borrowings that incur interest at fixed rates and
therefore does not have significant risk relating to movements in
interest rates. The Group's fixed rate borrowings comprise
convertible loan notes and loan facilities which incur interest at
fixed interest rates of between 10% and 12.50%.
29.2.4 Covid-19 risk
Possible further shutdown
There is a risk that the South African Government may impose a
second shutdown should the spread of the infection increase. There
have been no infections to date at the mine and the Group has taken
measures to protect its employees and has plans in place to detect
and isolate cases.
Availability of tenders and fall in prices
There is a risk that tenders will be closed or poorly attended
as was seen at the March tender in South Africa which caused a
dramatic fall in prices offered. The Group has put in place plans
to commence selling in the Antwerp market through the Bonas Group,
as discussed above, to mitigate this risk. The Company has also
entered into a non-binding letter of intent ("Letter of Intent")
with Delgatto Diamond Finance Fund LP ("DDFF) to provide bridging
finance between production of diamonds and eventual sale to
mitigate this risk.
29.3 Credit risk
Credit risk consists mainly of cash deposits and cash
equivalents. The Group only deposits cash with major banks with
high quality credit standing and limits exposure to any one
counter-party.
The credit risk on receivables from subsidiaries is significant
and their recoverability is dependent on the discovery and
successful development of economic reserves by these subsidiaries'
undertakings. Given the nature of the Group's business significant
amounts are required to be invested in exploration activities. The
Directors manage this risk by reviewing expenditure plans and
budgets in relation to projects. This review ensures that any
expenditure is value-enhancing and as a result the amounts
receivable will be recoverable subject to successful discovery and
development of economic reserves. The maximum credit exposure of
the Company as at 31 December 2019 was GBP8,466,787 (2018:
GBP6,953,373) of which GBP7,555,575 (2018: GBP6,188,852) is related
to the subsidiary loan. The maximum credit risk of the Group as at
31 December 2019 was GBP446,552 (2018: GBP450,173).
The group applies the IFRS 9 simplified approach to measuring
expected credit losses which uses a lifetime expected loss
allowance for the subsidiary loan receivable and considered
scenarios including recovery via future production, via sale of
licences and a scenario in which the loan cannot be realised.
Based on analysis of forecasts and the underlying Inferred
Resource value no expected credit loss provision is considered to
apply.
29.4 Liquidity risk
The Group's risk to liquidity is a result of the funds available
to cover future commitments. The Group manages liquidity risk
through an ongoing review of future commitments and credit
facilities. The maximum exposure from the Group's financial
liabilities, including borrowings, lease liabilities and trade and
other payables are set out in note 16.2.
29.5 Capital risk management
The Group's capital management objectives are:
-- to safeguard the Group's ability to continue as a going
concern and provide access to adequate funding for its exploration
and development project so that it continues to provide returns and
benefits to shareholders;
-- to support the Group's growth; and
-- to provide capital for the purpose of strengthening the
Group's risk management capability.
The Group actively and regularly reviews and manages its capital
structure to ensure an optimal capital structure and equity holder
returns, taking into consideration the future capital requirements
of the Group including planned exploration work and capital
efficiency, projected profitability, projected operating cash flows
and projected capital expenditures. Management regards total equity
as capital and reserves, for capital management purposes If
additional equity funding should be required, the Group may issue
new shares.
30. Fair value measurement of financial instruments
Financial liabilities measured at fair value in the statement of
financial position are grouped into three Levels of a fair value
hierarchy. The three Levels are defined based on the observability
of significant inputs to the measurement, as follows:
-- Level 1: quoted prices (unadjusted) in active markets for
identical assets or liabilities
-- Level 2: inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either
directly or indirectly
-- Level 3: unobservable inputs for the asset or liability.
The following table shows the Levels within the hierarchy of
financial assets and liabilities measured at fair value on a
recurring basis as at each year end:
Financial liabilities held at
fair value through Group Group Company Company
profit and loss: 2019 2018 2019 2018
------ ------ ------- -------
Embedded derivative (level 3) 10,359 12,463 10,359 12,463
------- -------
The Group's management team perform valuations of financial
items for financial reporting purposes, including Level 3 fair
values. Valuation techniques are selected based on the
characteristics of each instrument, with the overall objective of
maximising the use of market-based information.
Embedded derivative (level 3)
The derivative financial instrument is a level 3 valuation as it
is not possible to observe all future additional financing
requirements for the Group to perpetuity. Therefore, the future
conversion price of the convertible loan notes may be reduced. As a
result the derivative has been valued using the Monte-Carlo
simulation with 5,000 iterations to anticipate the Group share
price movements to provide a valuation for the convertible loan
note. Inputs included in the Monte Carlo simulation were: the
Company's historical and current share price, the convertible loan
exercise price, the risk-free rate of return, the convertible loan
grant date and vesting period.
31. Ultimate controlling party
The Group considers that there is no ultimate controlling
party.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR UAVKRROUNUAR
(END) Dow Jones Newswires
June 22, 2020 02:00 ET (06:00 GMT)
Bluerock Diamonds (LSE:BRD)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Bluerock Diamonds (LSE:BRD)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
