Shuka Minerals plc (AIM: SKA), an African focused mine operator and developer, announces the Company's unaudited interim results for the six months ended 30 June 2024.
Chairman's Report
I am pleased to present the Company's Interim Results for the six-month period from 1 January 2024 to 30 June 2024. This period has seen operational developments and some strategic advancements that underscore our potential future direction.
Corporate Developments
Settlement of Legacy Dispute with Upendo Group
A significant development in the first half of the year was the settlement of the long-standing dispute with Upendo Group regarding their 10% residual interest in the Rukwa coal mining license. This dispute, which had persisted for many years, was resolved in February 2024 with a definitive agreement, under which the Company has paid US$110,000 to Upendo. The settlement draws a clear line under the matter, bringing all related legal proceedings to a close, and involves a waiver of any future claims by Upendo.
Board Changes
During the period Mr. Jason Brewer stepped down from the Board to avoid potential conflicts of interest. However, the Company is pleased to have retained Mr. Brewer as a strategic adviser under a consultancy agreement, ensuring that we continue to benefit from his expertise.
As the strategic direction of the Company progresses, it has been agreed that Noel Lyons, Paul Ryan and Allen Zimbler will each leave the company with effect from 30 November 2024, or such earlier date as may be agreed. The Company is actively progressing the appointment of additional directors, at both executive and non-executive level and looks forward to providing further updates once customary due diligence has been concluded.
Operational Performance
Rukwa Coal Mine
Operationally, the Rukwa coal mine has faced challenges, particularly due to the rainy season, which caused a temporary halt in production. Nonetheless, with the return of local staff and preparation for the new production cycle, we are optimistic that output will resume in the coming months. Demand for coal in regional markets remains strong, and we expect this trend to continue into the second half of the year.
Strategic Growth Initiatives
Potential Acquisition
As previously announced in March 2024, the Board is progressing the potential acquisition of a brownfield base metals project in East Africa (the “Project”). The due diligence process has now been completed, with independent technical and legal assessments indicating that the Project presents an attractive opportunity for the Company.
The Project has a historical non-JORC compliant resource base with an estimated in-situ value of approximately US$1.98 billion, and economic analyses project pre-tax cash flows of US$1.84 billion. Should the acquisition proceed, our development plan will include a phased exploration program to validate the resource further and establish a clear pathway for both open-pit and underground mining operations.
We have already paid US$150,000 to the counterparty as part of this acquisition process, with the remaining consideration of US$5.85 million to be settled through a combination of cash and equity on a staged-payment basis. While regulatory approvals and closing conditions are still pending, we remain confident in the strategic benefits of this acquisition.
While the Board remains excited by the potential acquisition, there can be no certainty that the requisite regulatory approvals and customary closing conditions will be satisfied (or waived) and that definitive documentation will be concluded, or as to the eventual detailed terms or timing of the transaction.
Further announcements regarding the potential acquisition will be made as and when appropriate.
Convertible Loan Note and Financial Position
To fund the potential acquisition and support our broader growth plans, we announced in May 2024 that we had secured a £2 million convertible loan note agreement with AUO Commercial Brokerage LLC (“AUO”). AUO subsequently advised the Company in August 2024 that its investment capital was tied up in ongoing transactions which were taking longer to conclude than they initially anticipated, and accordingly it did not have access at that time to the Company’s requested initial CLN drawdown funds.
While AUO has reiterated its commitment to supporting the Company's future endeavours and financial needs to support the ongoing business and obligations of the Company, the Company currently has limited cash at bank and continues to carefully manage its resources and creditors. Assuming it is able to continue to manage creditors, it expects current funds available will be sufficient to the end of November 2024.
Accordingly, in the absence of funds being provided by AUO on a timely basis, the Company is actively exploring alternative sources of financing in order to provide sufficient working capital for the Company, until such time as the requested funds are provided by AUO pursuant to the convertible loan note or otherwise.
This includes discussions with Gathoni Muchai Investments Limited (“GMI”), a major shareholder of the Company, which has provisionally offered an unsecured, interest free, non-convertible loan facility, of £500,000, subject to GMI having secured the necessary funding in the near term to provide such a facility; however there can be no guarantee these discussions will be formalised or that GMI will secure the requisite funding and accordingly there can be no guarantee that such a facility will be made available.
Whilst the Board remains confident in its ability to raise such additional funding on a timely basis, there can be no guarantee that such funding will be secured, or as to the terms of any such financing, which may impact the Company’s ability to continue to trade.
Further announcements will be made as appropriate.
Thank you for your continued support.
Quinton Van Der Burgh Chairman, Shuka Minerals PLC.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
| Six months ended 30 June 24 | Six months ended 30 June 23 | Year ended 31 Dec 23 |
|
| Unaudited | Unaudited | Audited |
| Note | £ | £ | £ |
Revenue |
| 2,330 | 68,926 | 194,346 |
Cost of sales |
| (92,060) | (151,627) | (438,877) |
|
|
|
|
|
Gross loss |
| (89,730) | (82,701) | (244,531) |
Administrative expenses |
| (452,960) | (656,060) | (1,424,120) |
|
|
|
|
|
Group operating loss |
| (542,690) | (738,761) | (1,668,651) |
Finance income |
| 2,082 | - | 3,256 |
Finance costs |
| (3,608) | (7,562) | (16,133) |
|
|
|
|
|
Loss on operations before taxation |
| (544,216) | (746,323) | (1,681,528) |
|
|
|
|
|
Taxation |
| - | - | (972) |
|
|
|
|
|
Loss for the period after taxation |
| (544,216) | (746,323) | (1,682,500) |
Other comprehensive income/(loss): |
| - | - | - |
Gain/(loss) on translation of overseas subsidiary |
| 45,451 | (335,033) | (349,479) |
|
|
|
|
|
Total comprehensive loss for the period |
|
(498,765) |
(1,081,356) |
(2,031,979) |
|
|
|
|
|
Attributable to: |
|
|
|
|
Equity holders of the Company |
| (498,218) | (1,080,722) | (2,030,327) |
Non-controlling interest |
| (547) | (634) | (1,652) |
|
|
|
|
|
|
| (498,765) | (1,081,356) | (2,031,979) |
|
|
|
|
|
Loss per share |
|
|
|
|
- basic and diluted (pence) | 2 | (0.90) | (2.54) | (4.11) |
|
|
|
|
|
The income for the period arises from the Group’s continuing operations.
CONSOLIDATED statement of financial position
as at 30 June 2024
|
| As at 30 June 24 | As at 30 June 23 | As at 31 Dec 23 |
|
| Unaudited | Unaudited | Audited |
|
|
|
|
|
| Note | £ | £ | £ |
Non-current assets |
|
|
|
|
Property, plant and equipment | 4 | 5,497,645 | 5,568,304 | 5,469,134 |
Intangible assets | 5 | 335,807 | 333,907 | 333,041 |
|
|
|
|
|
|
| 5,833,452 | 5,902,211 | 5,802,175 |
Current assets |
|
|
|
|
Inventories |
| 75,633 | 111,516 | 75,011 |
Trade and other receivables |
| 438,744 | 309,778 | 416,370 |
Cash and cash equivalents |
| 92,530 | 440,655 | 633,093 |
|
|
|
|
|
|
| 606,907 | 861,949 | 1,124,478 |
Current liabilities |
|
|
|
|
Trade and other payables |
| (540,720) | (745,718) | (515,376) |
Borrowings |
| (34,651) | (27,817) | (34,366) |
|
|
|
|
|
|
| (575,371) | (773,535) | (549,742) |
|
|
|
|
|
Current assets less current liabilities |
| 31,536 | 88,414 | 574,732 |
|
|
|
|
|
Total assets less current liabilities |
| 5,864,988 | 5,990,625 | 6,376,907 |
|
|
|
|
|
Non - current liabilities |
|
|
|
|
Borrowings |
| (17,259) | (52,375) | (32,131) |
Environmental rehabilitation liability |
| (32,354) | (28,984) | (32,086) |
|
|
|
|
|
Net assets |
| 5,815,375 | 5,909,266 | 6,312,690 |
|
|
|
|
|
Capital and reserves |
|
|
|
|
Called-up share capital |
| 4,562,344 | 4,348,744 | 4,562,344 |
Share premium account |
| 24,035,973 | 23,009,976 | 23,995,626 |
Share based payment reserve |
| 324,495 | 210,037 | 364,842 |
Foreign currency translation reserve |
| 968,965 | 937,960 | 923,514 |
Retained earnings |
| (24,053,330) | (22,574,502) | (23,509,661) |
|
|
|
|
|
Issued capital and reserves attributable to owners of the parent company |
| 5,838,447 | 5,932,215 | 6,336,665 |
Non-controlling interest |
| (23,072) | (22,949) | (23,975) |
|
|
|
|
|
Total equity |
| 5,815,375 | 5,909,266 | 6,312,690 |
|
|
|
|
|
CONSOLIDATED statement of changes in equity
| --------------------------------------------------Equity Interests--------------------------------------- |
|
| |||||
| Share Capital | Share Premium | Retained Earnings Account | Share Option Reserve | Foreign Currency Translation Reserve | Total | Non-controlling interest | Total |
| £ | £ | £ | £ | £ | £ | £ | £ |
At 1 January 2023 | 4,233,744 | 22,569,976 | (21,896,430) | 277,654 | 1,272,993 | 6,457,937 | (19,697) | 6,438,240 |
Comprehensive Income for the year |
|
|
|
|
|
|
|
|
Foreign currency translation | - | - | - | - | (335,033) | (335,033) | (2,464) | (337,497) |
Loss for the year | - | - | (745,689) | - | - | (745,689) | (634) | (746,323) |
Total comprehensive income for the year | - | - | (745,689) | - | (335,033) | (1,080,722) | (3,098) | (1,083,820) |
Transactions with owners |
|
|
|
|
|
|
|
|
Issue of share capital | 115,000 | 460,000 | - | - | - | 575,000 | - | 575,000 |
Share issue costs | - | (20,000) | - | - | - | (20,000) | - | (20,000) |
Lapsed share options | - | - | 67,617 | (67,617) | - | - | - | - |
Total transactions with owners | 115,000 | 440,000 | 67,617 | (67,617) | - | 555,000 | - | 555,000 |
Non- controlling interest share of goodwill |
- |
- |
- |
- |
- |
- |
(154) |
(154) |
At 30 June 2023 | 4,348,744 | 23,009,976 | (22,574,502) | 210,037 | 937,960 | 5,932,215 | (22,949) | 5,909,266 |
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| --------------------------------------------------Equity Interests--------------------------------------- |
|
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| |||||
| Share Capital | Share Premium | Retained Earnings Account | Share Option Reserve | Foreign Currency Translation Reserve | Total | Non-controlling interest | Total |
|
| £ | £ | £ | £ | £ | £ | £ | £ |
|
| At 1 January 2024 | 4,562,344 | 23,995,626 | (23,509,661) | 364,842 | 923,514 | 6,336,665 | (23,975) | 6,312,690 |
| Comprehensive Income for the year |
|
|
|
|
|
|
|
|
| Foreign currency translation | - | - | - | - | 45,451 | 45,451 | 1,428 | 46,879 |
| Loss for the year | - | - | (543,669) | - |
| (543,669) | (547) | (544,216) |
| Total comprehensive income for the year | - | - | (543,669) | - | 45,451 | (498,218) | 881 | (497,337) |
| Transactions with owners |
|
|
|
|
|
|
|
|
| Lapsed share options | - | 40,347 | - | (40,347) | - | - | - | - |
| Total transactions with owners | - | 40,347 | - | (40,347) | - | - | - | - |
| Non- controlling interest share of goodwill |
- |
- |
- |
- |
- |
- |
22 |
22 |
| At 30 June 2024 | 4,562,344 | 24,035,973 | (24,053,330) | 324,495 | 968,965 | 5,838,447 | (23,072) | 5,815,375 |
Comprehensive Income for the year |
|
|
|
|
|
|
|
|
Foreign currency translation | - | - | - | - | (349,479) | (349,479) | (2,464) | (351,943) |
Loss for the year | - | - | (1,680,848) | - | - | (1,680,848) | (1,652) | (1,682,500) |
Total comprehensive income for the year | - | - | (1,680,848) | - | (349,479) | (2,030,327) | (4,116) | (2,034,443) |
Transactions with owners |
|
|
|
|
|
|
|
|
Issue of share capital | 328,600 | 1,445,650 | - | - | - | 1,774,250 | - | 1,774,250 |
Share issue costs | - | (20,000) | - | - | - | (20,000) | - | (20,000) |
Share options/warrants charge | - | - | - | 154,805 | - | 154,805 | - | 154,805 |
Lapse of share options/warrants | - | - | 67,617 | (67,617) | - | - | - | - |
Total transactions with owners | 328,600 | 1,425,650 | 67,617 | 87,188 | - | 1,909,055 | - | 1,909,055 |
Non- controlling interest share of goodwill | - | - | - | - | - | - | (162) | (162) |
At 31 December 2023 | 4,562,344 | 23,995,626 | (23,509,661) | 364,842 | 923,514 | 6,336,665 | (23,975) | 6,312,690 |
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|
consolidated CASH FLOW STATEMENT
|
|
| |
| Six months ended 30 June 24 | Six months ended 30 June 23 | Year ended 31 Dec 23 |
| Unaudited | Unaudited | Audited |
| £ | £ | £ |
Cash flows from operating activities |
|
|
|
Operating loss | (542,690) | (738,761) | (1,668,651) |
Depreciation | 16,910 | 30,542 | 114,422 |
Share based payments | - | - | 154,805 |
Expected credit losses | - | - | (4,387) |
Impairment of inventories | - | - | 45,925 |
Movement in inventories | (20,005) | - | (8,798) |
Movement in trade and other receivables | 22,311 | (16,825) | (94,500) |
Movement in trade and other payables | (1,538) | 358,750 | 104,216 |
Loss on foreign exchange | - | (1,977) | (2,135)[RC1] |
Expected credit losses |
| - | - |
Net cash used in operating activities | (525,012) | (368,271) | (1,359,103) |
|
|
|
|
Tax Paid | - |
---- | - |
Cash flows from investing activities |
|
|
|
Finance income | 2,082 | - | 3,256 |
Net cash used in investing activities | 2,082 | - | 3,256 |
Cash flows from financing activities |
|
|
|
Repayment of lease liabilities | (15,134) | (11,536) | (25,265) |
Lease interest | (3,608) | (4,483) | (9,687) |
Other interest paid | - | (3,079) | (3,187) |
Proceeds on issue of ordinary shares | - | 614,850 | 1,814,100 |
Share issue costs | - | (20,000) | (20,000) |
|
|
| |
Net cash (used)/generated from financing activities | (18,742) | 575,752 | 1,755,961 |
Net (decrease)/increase in cash and cash equivalents | (541,672) | 207,481 | 400,114 |
Cash and cash equivalents at beginning of year | 633,094 | 237,300 | 237,300 |
Exchange losses on cash and cash equivalents | 1,108 | (4,126) | (4,321) |
Cash and cash equivalents at end of year | 92,530 | 440,655 | 633,093 |
NOTES TO THE INTERIM REPORT
1. Financial information and basis of preparation
The interim financial statements of Shuka Minerals Plc are unaudited consolidated financial statements for the six months ended 30 June 2024 which have been prepared in accordance with UK adopted international accounting standards. They include unaudited comparatives for the six months ended 30 June 2023 together with audited comparatives for the year ended 31 December 2023.
The interim financial statements do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The statutory accounts for the year ended 31 December 2023 have been reported on by the company’s auditors and have been filed with the Registrar of Companies. The report of the auditors unqualified and contained an Emphasis of mater paragraph on Operationalisation of up to 16% Government of Tanzania non-dilutive free carried share interest and the recoverability of VAT in Tanzania. Aside from the Emphasis of matter paragraphs above, the auditor’s report did not contain any statement under section 498 of the Companies Act 2006.
The interim consolidated financial statements for the six months ended 30 June 2024 have been prepared on the basis of accounting policies expected to be adopted for the year ended 31 December 2024. These are anticipated to be consistent with those set out in the Group’s latest financial statements for the year ended 31 December 2023. These accounting policies are drawn up in accordance with adopted International Accounting Standards (“IAS”) and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.
2. Loss per share
The calculation of the basic and diluted loss per share is based on the following data:
| 30 June 24 | 30 June 23 | 31 December 23 |
| £ | £ | £ |
Loss after taxation | (544,216) | (746,323) | (1,682,500) |
Weighted average number of shares in the period | 60,219,861 | 29,329,474 | 40,922,217 |
Basic and diluted loss per share (pence) | (0.90) | (2.54) | (4.11) |
The loss attributable to equity shareholders and weighted average number of ordinary shares for the purposes of calculating diluted earnings per ordinary share are identical to those used for basic earnings per ordinary share. This is because the exercise of share options and warrants would have the effect of reducing the loss per ordinary share and is therefore anti-dilutive.
1. Dividends
No dividends are proposed for the six months ended 30 June 2024 (six months ended 30 June 2023: £nil, year ended 31 December 2023: £nil).
2. Property, plant and equipment
| Coal Production assets | Plant & machinery | Fixtures & fittings | Motor vehicles |
Total |
| £ | £ | £ | £ | £ |
Cost or valuation As at 1 January 2024 |
5,529,808 |
1,270,229 |
7,366 |
311,162 |
7,118,565 |
Foreign exchange adjustment | 45,921 | 10,488 | 27 | 2,446 | 58,882 |
|
|
|
|
|
|
At 30 June 2024 | 5,575,729 | 1,280,717 | 7,393 | 313,608 | 7,177,447 |
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
As at 1 January 2024 | 194,860 | 1,269,183 | 7,284 | 178,104 | 1,649,431 |
Depletion/Charge for the year | - | 131 | 9 | 16,770 | 16,910 |
Foreign exchange adjustment | 1,611 | 10,480 | 27 | 1,343 | 13,461 |
|
|
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|
|
At 30 June 2024 | 196,471 | 1,279,794 | 7,320 | 196,217 | 1,679,802 |
|
|
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|
|
|
Net book value |
|
|
|
|
|
As at 30 June 2024 | 5,379,258 | 923 | 73 | 117,391 | 5,497,645 |
|
|
|
|
|
|
| Coal Production assets | Plant & machinery | Fixtures & fittings | Motor vehicles |
Total |
| £ | £ | £ | £ | £ |
Cost or valuation As at 1 January 2023 |
5,855,019 |
1,344,491 |
7,554 |
328,480 |
7,535,544 |
Foreign exchange adjustment | (310,858) | (70,984) | (180) | (16,553) | (398,575) |
|
|
|
|
|
|
At 30 June 2023 | 5,544,161 | 1,273,507 | 7,374 | 311,927 | 7,136,969 |
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
As at 1 January 2023 | 173,642 | 1,301,920 | 7,445 | 140,661 | 1,623,668 |
Depletion/Charge for the year | 3,849 | 3,760 | 13 | 22,920 | 30,542 |
Foreign exchange adjustment | (9,227) | (68,846) | (180) | (7,292) | (85,545) |
|
|
|
|
|
|
At 30 June 2023 | 168,264 | 1,236,834 | 7,278 | 156,289 | 1,568,665 |
|
|
|
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|
|
Net book value |
|
|
|
|
|
As at 30 June 2023 | 5,375,897 | 36,673 | 96 | 155,638 | 5,568,304 |
|
|
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|
|
4. Property, plant and equipment (continued)
| Coal Production assets | Plant & machinery | Fixtures & fittings | Motor vehicles |
Total |
| £ | £ | £ | £ | £ |
Cost or valuation As at 1 January 2023 | 5,855,019 | 1,344,491 |
7,554 | 328,480 | 7,535,544 |
Foreign exchange adjustment | (325,211) | (74,262) | (188) | (17,318) | (416,979) |
|
|
|
|
| |
At 31 December 2023 | 5,529,808 | 1,270,229 | 7,366 | 311,162 | 7,118,565 |
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
As at 1 January 2023 | 173,642 | 1,301,920 | 7,445 | 140,661 | |
Depletion/Charge for the year | 30,871 | 39,171 | 27 | 44,353 | 114,422 |
Adjustments | - | - | - | - | - |
Foreign exchange adjustment | (9,653) | (71,908) | (188) | (6,910) | (88,659) |
|
|
|
|
| |
At 31 December 2023 | 194,860 | 1,269,183 | 7,284 | 178,104 | 1,649,431 |
|
|
|
|
| |
Net book value |
|
|
|
|
|
As at 31 December 2023 | 5,334,948 | 1,046 | 82 | 133,058 | 5,469,134 |
|
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|
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5. Intangible assets
|
|
|
Mining Licences |
Total |
|
|
| £ | £ |
Cost or valuation As at 1 January 2024 |
|
|
1,574,911 |
1,574,911 |
Foreign exchange adjustment |
|
| 13,081 | 13,081 |
At 30 June 2024 |
|
| 1,587,992 | 1,587,992 |
|
|
|
|
|
Accumulated amortisation and impairment |
|
|
|
|
As at 1 January 2024 |
|
| 1,241,870 | 1,241,870 |
|
|
|
|
Net book value |
|
|
|
As at 31 December 2023 |
| 333,041 | 333,041 |