REG - Jangada Mines PLC - Final Results & Notice of AGM
11/06/2024 07:00
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RNS Number : 9407R Jangada Mines PLC 11 June 2024
Jangada Mines plc / EPIC: JAN.L / Market: AIM / Sector: Mining
11 June 2024
Jangada Mines plc ('Jangada' or 'the Company')
Final Results
& Notice of AGM
Jangada Mines plc, a natural resources development company with interests in
Brazil and elsewhere, is pleased to announce the publication of its audited
results for the year ended 31 December 2023 and Notice of Annual General
Meeting ('AGM'), which will be held at the offices of Bird & Bird LLP, 12
New Fetter Lane, London EC4A 1JP, on Thursday 4 July 2024 at 10:00 a.m.
A copy of the Notice of AGM, together with the Annual Report, will be posted
to shareholders where appropriate and will be available on the Company's
website: www.jangadamines.com (http://www.jangadamines.com) .
GROUP STRATEGIC REPORT
INTRODUCTION
Jangada Mines Plc was incorporated as an acquisition vehicle for the purposes
of acquiring mining concerns in Brazil.
The Company has subsequently focused its strategy on investing in mining
assets with clear economic, geological and environmental objectives. At the
balance sheet date, the Company acted as a holding company for its subsidiary
undertaking, VTF Mineração Ltda, which owns 100% of the Pitombeiras Vanadium
Project and additionally the Company held investments in Blencowe Resources
Limited, Fodere Titanium Limited, KEFI Gold and Copper PLC and ValOre Metals
Corp.
The financial statements are presented in thousands of US Dollars ($'000). The
financial statements have been prepared in accordance with the requirements of
the International Financial Reporting Standards adopted by the European Union
("IFRS").
REVIEW OF THE BUSINESS
Pitombeiras Vanadium Project
During the year under review, the Company maintained its 100% ownership of the
Pitombeiras Vanadium Project ('Pitombeiras' or 'the Project'), located in the
state of Ceará, Brazil. A Technical Report published in April 2022
demonstrated the project's robust economics including 100.3% post-tax IRR and
US$96.5 million post-tax NPV (8% discount rate).
Subsequent to the release of the Technical Report, we evaluated financing
options to progress development, but given the uncertainty of markets that
prevailed in 2022, and continued throughout 2023, no plans have yet been
finalised.
As announced on 13 April 2023, tests were carried out regarding the extraction
of high-grade TiO2 and 'V2O5 from its VTM project. The tests were carried
out by the Zambian consulting firm, YCS Sustainable Solutions Limited,
utilising the proprietary technology developed by Fodere Titanium Limited, in
which Jangada holds a 7.7% interest. The work is part of the Company's
strategy to optimise the value of the Project by applying innovative
processing technology while also improving its Environmental, Social and
Governance ('ESG') credentials.
Five samples, delivered by Jangada from various locations at Pitombeiras, were
crushed, homogenised, and milled. The samples were then subjected to magnetic
separation. Preliminary test works concentrated the Fe2O3, TiO2 and V2O5 with
excellent recovery and purity rates reported, the highest recovery rates being
86.73% TiO2, 91.19% Fe2O3, and 95.88% V2O5. Our next steps include upscaling
the testwork to deliver an additional economic study to further explore the
project parameters.
Fodere Titanium Limited
As previously announced the Company has made a strategic investment in Fodere
Titanium Limited ("Fodere") which continues to make progress as it focuses on
the production of titanium dioxide and vanadium from waste materials. Its
energy efficient technology maximises resource recovery, improves processing
effectiveness, reduces costs compared to regular processing routes and
minimises waste to improve environmental credentials and enhance corporate ESG
performance.
Highlights on the Fodere developments in 2023:
· Technology enables the recovery of 99% of minerals from various
tailings feedstocks in a single process, significantly reducing operational
costs and benefitting the environment.
· Engineering design of a pre-commercial 7 tonne per day ('tpd') plant
in South Africa to confirm scalability of the technology has commenced, with
commissioning targeted for the end of 2024.
· Plans for a full commercial plant are in place with support from an
African focused development bank, which is intending to finance the initial
commercial plant with an investment exceeding US$70 million.
· Excellent economic potential for a plant to be constructed at
Jangada's Pitombeiras vanadium titanomagnetite project in Brazil
('Pitombeiras').
· Early testing of Pitombeiras ore delivered high recovery levels
including 86.73% TiO2, 91.19% Fe2O3, and 95.88% V2O5 as announced on 13 April
2023.
· 25 tonnes of material from Pitombeiras awaiting shipment to South
Africa to be tested in the pre-commercial plant.
· Jangada maintains the exclusive rights for the technology in South
America.
Fodere technology has the potential to extract high-grade titanium dioxide and
vanadium pentoxide from our own Pitombeiras vanadium titanomagnetite project
in Brazil and greatly improve the already robust economics of the Project.
With exclusive rights to South America, this also provides us with potential
for additional revenue through other opportunities, particularly waste dumps.
We have an excellent network in South America which we aim to utilise to enact
this process.
One of the Company's Non-Executive Directors, Nick von Schirnding, is a
Director of Fodere. At the end of the reporting year, the Company held 1,774
shares being a 7.7% interest in Fodere's share capital. See the financial
statements note 13 for the value of the Groups holdings in Fodere.
Blencowe Resources PLC ('Blencowe')
The Company has invested in LSE listed Blencowe (LSE:BRES), which is advancing
its Orom-Cross graphite project in Uganda where a Definitive Feasibility Study
is on track to be completed by the end of 2024. The Project has a JORC
resource of 24.5Mt @ 6.0% total graphic content (TGC) based on drilling
undertaken on less than 5% of the project area, part of which already benefits
from a 21-year mining licence. The estimate of graphite is 2-3 billion
tonnes. A Pre-Feasibility Study reported a Net Present Value of US$482m
based on the existing 14-year mine life and outlined capex to first production
of US$62m, average EBITDA of US$100m per annum and a return of US$1.1bn in
free cash over the 14-year life. Metallurgical testwork reported
concentrate grades consistently ranging between 95-98%, which are battery
grade. Further testing is underway in the USA and China and international
funding negotiations are on-going.
Blencowe holds a portfolio of key battery metals projects located in northern
Uganda, see blencoweresourcesplc.com. Following a period of due diligence, the
directors assessed that the Blencowe assets were being substantially
undervalued by the market and we considered the investment to be a short to
medium-term value accretive opportunity with exposure to both the graphite and
nickel sulphide markets and consistent with Jangada's strategy of being
involved in the development of "battery metals".
During the year, the Company
· purchased 2,000,000 shares in Blencowe at £0.05 per share and
received 1,000,000 warrants with an exercise price of £0.08 per share and
expiry date of 23 May 2026; and
· sold 1,000,000 shares in Blencowe at £0.0526 per share.
At the end of the reporting year, the Company held 21,050,000 shares being a
10.05% interest in Blencowe's share capital.
KEFI Gold and Copper PLC
During 2022, the Company advanced an unsecured loan receivable of £200,000
(USD 242,000) to KEFI Gold and Copper Plc ("KEFI"). The loan receivable was
short-term in nature and carried a fixed rate of interest at 25%.
During 2023, the loan was repaid in full by way of the issue of 35,714,285
shares in KEFI, equating to a holding of 0.719% as at the end of the reporting
period. In May 2024, the Company sold 20,000,000 of these shares for gross
proceeds of $184,134.
ValOre Metals Corp ('ValOre'), Latitude Uranium Inc. and ATHA Energy Corp
The Company held an interest in ValOre's share capital at the end of the
reporting period, relating to the disposal of our previously owned PGM project
held by Pedra Branca Brasil Mineração Ltda. The Company received a total
of CAD$3,000,000 cash from ValOre and six tranches of common shares from the
disposal, which has in part supported our activities at Pitombeiras and
working capital requirements. No further payments to the Company pursuant to
the disposal are due after the final tranche of common shares were received in
2022.
During the reporting period, the Company sold 500,000 shares in ValOre. At
the end of the reporting year, the Company held 500,000 shares being a 0.29%
interest in ValOre share capital.
ValOre Metals Corp ('ValOre'), Latitude Uranium Inc. and ATHA Energy Corp
(continued)
During the reporting period, as part of an announced arrangement resulting
from the sale of an asset held by ValOre, shareholders of ValOre received a
distribution of shares in Labrador Uranium Inc. (renamed: Latitude Uranium
Inc.) ('Latitude'). As part of this arrangement the Company received 575,240
shares in Latitude, of which 287,620 shares were sold during the reporting
period. At the end of the reporting year, the Company held 287,620 shares
being a 0.12% interest in Latitude's share capital.
Subsequently to the year end, Latitude announced an arrangement for a
distribution of shares in ATHA Energy Corp ('ATHA') as consideration for 100%
of the shares in Latitude to ATHA. The Company's 287,620 shares in Latitude
were converted into 79,641 shares of ATHA in March 2024 and the Company sold
the balance of the investments in ValOre and ATHA in April 2024. Gross sale
proceeds received were$63,067.
FINANCIAL RESULTS
The progress during the financial year of advancing the Pitombeiras project
resulted in the Group incurring an Operating Loss from Continuing Operations
of $1.0 million (2022: loss of $0.9 million). Overall, the reported Total
Comprehensive Loss attributable to the Group for the reporting year was $0.8
million (2022: $1.3 million).
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
Year ended Year ended
31 December
31 December
2023 2022
$'000 $'000
Other Income
Gain/(loss) on fair value of investment 61 (270)
(Loss)/profit on disposal of investment (17) 68
Interest from short term loans - 62
Directors' remuneration 9 (359) (355)
Foreign exchange (loss)/gain (48) 223
Administration expenses (658) (663)
Operating loss from continuing operations (1,021) (935)
Finance expense 6 (1) (1)
Loss before tax (1,022) (936)
Tax expense 7 - -
Loss from continuing operations (1,022) (936)
Other comprehensive income:
Items that will or may be reclassified to profit or loss:
Currency translation differences arising on translation of foreign operations 226 (392)
Total comprehensive loss attributable to owners of the parent (796) (1,328)
Loss per share from loss from continuing operations attributable to the
ordinary equity holders of the Company during the year
Cents Cents
- Basic (cents) 8 (0.40) (0.36)
- Diluted (cents) 8 (0.40) (0.36)
Loss per share attributable to the ordinary equity holders of the Company
during the year
Cents Cents
- Basic (cents) 8 (0.40) (0.36)
- Diluted (cents) 8 (0.40) (0.36)
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023
As at As at
31 December
31 December
2023 2022
Assets $'000 $'000
Non-current assets
Exploration and evaluation assets 11 1,300 1,210
Property, plant and equipment 3 4
Investments 13 2,545 2,081
3,848 3,295
Current assets
Other receivables 14 2 302
Cash and cash equivalents 414 1,397
416 1,699
Total assets 4,264 4,994
Liabilities
Current liabilities
Trade payables 16 62 21
Accruals and other payables 15 138 113
Total liabilities 200 134
Issued capital and reserves attributable to owners of the parent
Share capital 17 135 135
Share premium 17 5,959 5,959
Translation reserve (528) (754)
Option reserve 18 709 709
Fair value reserve 38 38
Retained earnings (2,249) (1,227)
Total equity 4,064 4,860
Total equity and liabilities 4,264 4,994
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
As at As at
31 December
31 December
2023 2022
Assets $'000 $'000
Non-current assets
Investment in subsidiary 12 1,702 1,602
Investments 13 2,545 2,081
4,247 3,683
Current assets
Other receivables 14 1 302
Cash and cash equivalents 394 1,363
395 1,665
Total assets 4,642 5,348
Liabilities
Current liabilities
Trade payables 16 61 16
Accruals and other payables 15 138 113
Total liabilities 199 129
Issued capital and reserves attributable to owners of the parent
Share capital 17 135 135
Share premium 17 5,959 5,959
Translation reserve (1,300) (1,556)
Option reserve 18 709 709
Retained earnings (1,060) (28)
Total equity 4,443 5,219
Total equity & liabilities 4,642 5,348
The loss for the year dealt with in the accounts of the parent company,
Jangada Mines plc, was $1,031,878 (2022: loss of $682,168). As permitted under
Section 408 of the Companies Act 2006, no Income Statement or Statement of
Comprehensive Income is presented for the parent company.
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
Year ended Year ended
31 December
31 December
2023 2022
Cash flows from operating activities $'000 $'000
(Loss)/profit before tax (1,022) (936)
Adjustments for:
Add back: depreciation 1 1
Add back: loss/(profit) on sale of investment 17 (68)
Non-cash interest from short term loans - (62)
Non-cash fair value (loss)/gain on investments (61) 270
Non-cash exchange differences 48 (223)
Operating cash flows before working capital changes (1,017) (1,018)
Increase in other receivables (2) 20
Increase in trade and other payables 66 75
Net cash flows used in operating activities (953) (923)
Investing activities
Development of exploration and evaluation assets (35) (74)
Sale of shares in investment 137 150
Purchase of shares in investments (127) (870)
Advance of loan receivable - (246)
Net cash inflows (used in)/from investing activities (25) (1,040)
Financing activities
Cancellation of options - (102)
Net cash flows from financing activities - (102)
Net movement in cash and cash equivalents (978) (2,065)
Cash and cash equivalents at beginning of year 1,397 3,589
Movements in foreign exchange (5) (127)
Cash and cash equivalents at end of year 414 1,397
COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
Year ended Year ended
31 December 2023
31 December 2022
Cash flows from operating activities $'000 $'000
Loss before tax (1,032) (682)
Adjustments for:
Add back: loss/(profit) on sale of investment 17 (68)
Non-cash interest from short term loans - (62)
Non-cash fair value (loss)/gain on investments (61) 270
Non-cash exchange differences 134 (383)
Operating cash flows before working capital changes (942) (925)
Increase in other receivables (1) 20
Increase in trade and other payables 70 70
Net cash flows used in operating activities (873) (835)
Investing activities
Sale of shares in investments 137 150
Purchase of shares in investments (127) (870)
Advance of loan receivable - (246)
Net cash flow (used in)/from investing activities 10 (966)
Financing activities
Increase in related party borrowings (102) (101)
Cancellation of options - (102)
Net cash (used in)/from financing activities (102) (203)
Net movement in cash and cash equivalents (965) (2,004)
Cash and cash equivalents at beginning of year 1,363 3,499
Movements in foreign exchange (-4) (132)
Cash and cash equivalents at end of year 394 1,363
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Share Share Translation Fair Value Option Retained Total
capital premium reserve reserve reserve earnings equity
$'000 $'000 $'000 $'000 $'000 $'000 $'000
As at 1 January 2022 135 5,959 (362) 38 734 (170) 6,334
Comprehensive loss for the year
Loss for the year - - - - - (936) (936)
Other comprehensive income - - (392) - - - (392)
Total comprehensive loss for the year - - (392) - - (936) (1,328)
Transactions with owners
Share options surrendered - - - - (25) (121) (146)
Share options expensed - - - - - - -
Total transactions with owners - - - - (25) (121) (146)
As at 31 December 2022 135 5,959 (754) 38 709 (1,227) 4,860
Comprehensive loss for the year
Loss for the year - - - - - (1,022) (1,022)
Other comprehensive income - - 226 - - - 226
Total comprehensive loss for the year - - 226 - - (1,022) (796)
Transactions with owners
Share options surrendered - - - - - - -
Share options expensed - - - - - - -
Total transactions with owners - - - - - - -
As at 31 December 2023 135 5,959 (528) 38 709 (2,249) 4,064
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Share Share Translation Option Retained Total equity
capital Premium reserve reserve earnings attributable to owners
$'000 $'000 $'000 $'000 $'000 $'000
As at 1 January 2022 135 5,959 (880) 734 775 6,723
Comprehensive loss for the year
Loss for the year - - - - (682) (682)
Other comprehensive income - - (676) - - (676)
Total comprehensive income for the year - - (676) - (682) (1,358)
Transactions with owners
Share options surrendered - - - (25) (121) (146)
Share options expensed - - - - - -
Total transactions with owners - - - (25) (121) (146)
As at 31 December 2022 135 5,959 (1,556) 709 (28) 5,219
Comprehensive loss for the year
Loss for the year - - - - (1,032) (1,032)
Other comprehensive income - - 256 - - 256
Total comprehensive loss for the year - - 256 - (1,032) (776)
Transactions with owners
Share options surrendered - - - - - -
Share options expensed - - - - - -
Total transactions with owners - - - - - -
As at 31 December 2023 135 5,959 (1,300) 709 (1,060) 4,443
NOTES TO THE FINANCIAL STATEMENTS
For the YEAR ended 31 DECEMBER 2023
1. General information
The Company is a public limited company limited by shares, incorporated in
England and Wales on 30 June 2015 with the registration number 09663756 and
with its registered office at Eastcastle House, 27/28 Eastcastle Street,
London W1W 8DH.
The nature of the Company's operations and its principal activities are set
out in the Strategic Report and the Report of the Directors on pages 4 and 15
respectively.
2. Accounting policies
Basis of preparation and going concern basis
These financial statements have been prepared on a historical cost basis in
accordance with International Financial Reporting Standards (IFRS) and IFRIC
interpretations issued by the International Accounting Standards Board (IASB)
adopted by the European Union and in accordance with applicable UK Law. The
adoption of all of the new and revised Standards and Interpretations issued by
the IASB and the IFRIC of the IASB that are relevant to the operations and
effective for annual reporting periods beginning on 1 July 2019 are reflected
in these financial statements.
The preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income
and expenses. The estimates and associated assumptions are based on historical
experience and factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making judgements about
carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates.
The consolidated financial information is presented in United States Dollars
($).
The functional currency of the subsidiary, VTF Mineração Ltda is Brazilian
Real. The functional of the Company is British Pounds Sterling (GBP). Amounts
are rounded to the nearest thousand ($'000), unless otherwise stated.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Changes in accounting estimates may be necessary if there are changes in the
circumstances on which the estimate was based, or as a result of new
information or more experience. Such changes are recognised in the period in
which the estimate is revised.
The Group's business activities together with the factors likely to affect its
future development, performance and position are set out on pages 4 to 15. In
addition, note 4 to the Financial Statements includes the Group's objectives,
policies and processes for managing its capital; its financial risk management
objectives; details of its financial instruments and its exposure to credit
and liquidity risk.
The consolidated and company financial statements have been prepared on a
going concern basis. In assessing whether the going concern assumption is
appropriate, the Directors have considered all relevant available information
about the current and future position of the Group, including the Group's cash
position and the required level of spending on exploration and corporate
activities for a period of not less than 12 months from the date of signing
these financial statements.
As discussed in the Directors' report, the directors do not consider there to
be a material uncertainty, which may cast doubt about the Group and Company's
ability to continue as a going concern. Given the ability of the Group to
liquidate its highly liquid investments, the Group's planned expenditure on
the Pitombeiras vanadium deposit and the Group's working capital requirements,
the Directors have a reasonable expectation that the Group will have adequate
resources to meet its capital requirements for the foreseeable future.
However, as additional projects are identified and the Pitombeiras project
moves towards production, additional funding will be required.
In conclusion, the Directors have determined that the financial statements
should be prepared on a going concern basis.
Changes in accounting principles and adoption of new and revised standards
In the year ended 31 December 2023, the Directors have reviewed all the new
and revised Standards issued that are relevant to the Group's operations and
effective for the current reporting period.
The Directors have also reviewed all new Standards and Interpretations that
have been issued but are not yet effective for the year ended 31 December
2023. As a result of this review the Directors have determined that there is
no impact, material or otherwise, of the new and revised Standards and
Interpretations on the Group's business and, therefore, no change is necessary
to the Group accounting policies.
The Group has decided against early adoptions of any new and amended
accounting standards and interpretations that have been published in the
current year. The Directors have assessed the potential impact on the
financial statements from the adoption of these standards and interpretations
and have determined that it is not material to the Group.
Basis of Consolidation
Subsidiaries
The subsidiaries are consolidated from the date of acquisition, being the date
on which the Group obtains control, and continues to be consolidated until the
date that such control ceases. The Company has control over a subsidiary if
all three of the following elements are present:
· Power over the investee,
· exposure to variable returns from the investee, and
· the ability of the investor to use its power to affect those
variable returns.
Control is reassessed whenever facts and circumstances indicate that there may
be a change in any of these elements of control. Investments in subsidiary
companies are stated at cost less provision for impairment in value, which is
recognized as an expense in the period in which the impairment is identified,
in the Company accounts.
The financial information of the subsidiary is prepared for the same reporting
year as the parent company, using consistent accounting policies and is
consolidated using the acquisition method. Intra-group balances and
transactions, including unrealised profits arising from intra-group
transactions, have been eliminated. Unrealised losses are eliminated unless
the transaction provides evidence of an impairment of the asset transferred.
Foreign currency
Transactions entered into by the Group in a currency other than the currency
of its primary economic environment in which it operates (the "functional
currency") are recorded at the rates ruling when the transactions occur.
Foreign currency monetary assets and liabilities are translated at the rates
ruling at the reporting date. Exchange differences are taken to the Statement
of Comprehensive Income.
Financial instruments
Financial instruments are measured as set out below. Financial instruments
carried on the statement of financial position include cash and cash
equivalents, trade and other receivables, investments, trade and other
payables and loans to group companies.
Financial instruments are initially recognised at fair value when the group
becomes a party to their contractual arrangements. Transaction costs directly
attributable to the instrument's acquisition or issue are included in the
initial measurement of financial assets and financial liabilities, except
financial instruments classified as at fair value through profit or loss
(FVTPL). The subsequent measurement of financial instruments is dealt with
below.
Financial assets and financial liabilities are recognised on the Group's
balance sheet when the Group becomes party to the contractual provisions of
the instrument.
Fair value
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. All assets and liabilities, for which fair value is
measured or disclosed in the Financial Statements, are categorised within the
fair value hierarchy, described as follows, based on the lowest-level input
that is significant to the fair value measurement as a whole:
Level 1 - quoted (unadjusted) market prices in active markets for identical
assets or liabilities;
Level 2 - valuation techniques for which the lowest-level input that is
significant to the fair value measurement is directly or indirectly
observable; and
Level 3 - valuation techniques for which the lowest-level input that is
significant to the fair value measurement is unobservable.
Financial assets
All the Group's financial assets are held within a business model whose
objective is to collect contractual cash flows which are solely payments of
principals and interest and therefore classified as subsequently measured at
amortised cost. Group's financial assets include cash and cash equivalents,
Company's financial assets include cash and other receivables. The Group
assesses on a forward-looking basis, the expected credit losses, defined as
the difference between the contractual cash flows and the cash flows that are
expected to be received.
Impairment provisions for receivables from related parties and loans to
related parties are recognised based on a forward-looking expected credit loss
model. The methodology used to determine the amount of the provision is based
on whether there has been a significant increase in credit risk since initial
recognition of the financial asset. For those where the credit risk has not
increased significantly since initial recognition of the financial asset,
twelve month expected credit losses along with gross interest income are
recognised. For those for which credit risk has increased significantly,
lifetime expected credit losses along with the gross interest income are
recognised. For those that are determined to be credit impaired, lifetime
expected credit losses along with interest income on a net basis are
recognised.
Financial liabilities
Financial liabilities are classified as either financial liabilities at fair
value through profit and loss (FVTPL) or as other financial liabilities. The
Group derecognises financial liabilities when, and only when, the Group's
obligations are discharged or cancelled, or they expire.
Financial liabilities are classified at FVTPL when the financial liability is
either held for trading or it is designated at FVTPL. A financial liability is
classified as held for trading if it has been incurred principally for the
purpose of repurchasing it in the near term or is a derivative that is not a
designated or effective hedging instrument.
Financial liabilities at FVTPL are measured at fair value, with any gains or
losses arising on changes in fair value recognised in profit or loss. The net
gain or loss recognised in profit or loss incorporates any interest paid on
the financial liability.
Other financial liabilities, including borrowings, are initially measured at
fair value, net of transaction costs and are subsequently measured at
amortised cost using the effective interest method, with interest expense
recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of
a financial liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts
estimated future cash payments through the expected life of the financial
liability, or, where appropriate, a shorter period, to the net carrying amount
on initial recognition.
Exploration and evaluation assets
The Group capitalises expenditure in relation to exploration and evaluation of
mineral assets when the legal rights are obtained. Expenditure included in the
initial measurement of exploration and evaluation assets, and which are
classified as intangible assets relate to the acquisition of rights to
explore, topographical, geological, geochemical and geophysical studies,
exploratory drilling, trenching, sampling to evaluate the technical
feasibility and commercial viability of extracting a mineral resource and
other in country supporting activities. The Group capitalises staff costs of
employees directly involved in the exploration activities of the Group except
for employee share option charges.
Exploration and evaluation assets are assessed for impairment when facts and
circumstances suggest that the carrying amount of an asset may exceed its
recoverable amount. The assessment is carried out by allocating exploration
and evaluation assets to cash generating units, which are based on specific
projects or geographical areas. Whenever the exploration for and evaluation of
mineral resources does not lead to the discovery of commercially viable
quantities of mineral resources or the Group has decided to discontinue such
activities of that unit, the associated expenditures are written off to profit
or loss.
Share based payments
Equity-settled share-based payment transactions with parties other than
employees are measured at the fair value of the goods or services received,
except where that fair value cannot be estimated reliably, in which case they
are measured at the fair value of the equity instruments granted, measured at
the date the entity obtains the goods or the counterparty renders the service.
Depending on the nature of the goods or services received and in accordance
with the relevant accounting policy, the share-based payment expense is either
recognised in profit or loss, capitalised as Exploration and Evaluation asset
or recognised as deduction in share premium. A corresponding increase in the
warrant reserve or share option reserve is also recognised.
Equity-settled share-based payments to employees and others providing similar
services are measured at the fair value of the equity instruments at the grant
date. The grant date fair value of share-based payment awards granted to
employees and others providing similar services is recognised in profit or
loss, with a corresponding increase in the share options reserve, over the
period that the employees become unconditionally entitled to the awards. The
amount recognised as an expense is adjusted to reflect the number of awards
for which the related service and non-market performance conditions are
expected to be met, such that the amount ultimately recognised as an expense
is based on the number of awards that meet the related service and non-market
performance conditions at the vesting date. For share-based payment awards
with non-vesting conditions, the grant-date fair value of the share-based
payment is measured to reflect such conditions and there is no true-up for
differences between expected and actual outcomes. Market vesting conditions
are factored into the fair value of the award at grant date. As long as all
other vesting conditions are satisfied, a charge is made irrespective of
whether market vesting conditions are satisfied.
The cumulative expense is not adjusted for failure to achieve a market vesting
condition. When share-based payments awards are exercised, the Company issues
new shares. The proceeds received, net of any directly attributable
transaction costs, are credited to share capital and the share premium
account. The fair value of the
awards exercised or forfeited prior to vesting and previously recognised in
the share options reserve or warrants reserve is transferred to accumulated
losses for capital maintenance purposes.
Taxation
The charge for current tax is based on the taxable income for the year. The
taxable result for the year differs from the result as reported in the
statement of comprehensive income because it excludes items which are not
assessable or disallowed and it further excludes items that are taxable and
deductible in other years. It is calculated using tax rates that have been
enacted or substantially enacted by the statement of financial position date.
Deferred Taxes
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the audited consolidated balance sheet differs
from its tax base. Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profit will be available against
which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the reporting date and are expected
to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Company has a legally
enforceable right to offset current tax assets and liabilities and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority.
Investments
Investments are carried at fair value with changes in the fair value
recognised through profit or loss. Impairment losses and reversal of
impairment losses are recorded in the profit or loss which is recognized as an
expense in the period in which the impairment is identified.
3. Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with IFRSs requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the end of the reporting year and the reported amount of expenses during
the year. Actual results may vary from the estimates used to produce these
Financial Statements.
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.
Significant items subject to such estimates and judgements include, but are
not limited to:
Estimates and assumptions
Capitalised exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation
expenditure is dependent on a number of factors, including whether the Group
decides to exploit the related lease itself or, if not, whether it
successfully recovers the related exploration and evaluation asset through
sale.
Factors which could impact the future recoverability include the level of
proved, probable and inferred mineral resources, future technological changes
which could impact the cost of mining, future legal changes (including changes
to environmental restoration obligations) and changes to commodity prices and
exchange rules.
To the extent that capitalised exploration and evaluation expenditure is
determined not to be recoverable in the future, this will reduce profits and
net assets in the period in which this determination is made.
In addition, exploration and evaluation expenditure is capitalised if
activities in the area of interest have not yet reached a stage which permits
a reasonable assessment of the existence or otherwise of economically
recoverable reserves.
To the extent that it is determined in the future that this capitalised
expenditure should be written off, this will reduce profits and net assets in
the period in which this determination is made. Refer to note 11.
The exploration licence held by the group is due to expire in September 2024
and the group has made an application to obtain a new exploration licence,
superseding the expiring licence. The carrying value of the exploration assets
are dependent on the approval of the new licence and the Directors are not
aware of any reasons why the licence application will not be approved. The
Group's ability to continue its exploration programme is also dependent on the
ability to obtain future fundraising in the medium term, and the directors
confident of raising further funds in the next few years once they have
obtained the licence renewal in order to undertake larger scale testing.
Investment in subsidiaries
Investments in subsidiary companies are stated at cost less provision for
impairment in value, which is recognized as an expense in the period in which
the impairment is identified, in the Company accounts. Refer to note 12.
Share based payments
Share options issued by the Group relates to the Jangada Plc Share Option
Plan. The grant date fair value of such options is calculated using a
Black-Scholes model whose input assumptions are derived from market and other
internal estimates. The key estimates include volatility rates and the
expected life of the options, together with the likelihood of non-market
performance conditions being achieved. Refer note 18.
On exercise or cancellation of share options and warrants, the proportion of
the share-based payment reserve relevant to those options and warrants is
transferred from other reserves to the accumulated deficit. On exercise,
equity is also increased by the amount of the proceeds received. The fair
value is measured at grant date charged in the accounting year during which
the option and warrants becomes unconditional.
The fair value of options and warrants are calculated using the Black-Scholes
model, taking into account the terms and conditions upon which the options and
warrants were granted. Vesting conditions are non-market and there are no
market vesting conditions. These vesting conditions are included in the
assumptions about the number of options and warrants that are expected to
vest. At the end of each reporting year, the Company revises its estimate of
the number of options and warrants that are expected to vest. The exercise
price is fixed at the date of grant and no compensation is due at the date of
grant.
Where equity instruments are granted to persons other than employees, the
statement of comprehensive income is charged with the fair value of the goods
and services received. Refer to note 18.
Judgements
The Directors have considered the criteria of IFRS 6 regarding the impairment
of exploration and evaluation assets and have decided based on this assessment
that there is no basis to impair the carrying value of its exploration assets
in respect to the Pitombeiras project (2023: $1,300,000, 2022: $1,210,000) at
this time. Refer to note 11.
4. Financial instruments - Risk Management
The Company is exposed through its operations to the following financial
risks:
· Credit risk;
· Liquidity risk;
· Fair value measurement risk; and
· Foreign exchange risk.
Credit risk
Credit risk arises from cash and cash equivalents and outstanding receivables.
The Group maintains cash and short-term deposits with a variety of credit
worthy financial institutions and considers the credit ratings of these
institutions before investing in order to mitigate against the associated
credit risk.
The Group's exposure to credit risk amounted to $416,000 (2022: $1,699,000).
Of this amount, $414,000 represents the Group's cash holdings (2022:
$1,397,000).
The directors monitor the utilisation of the credit limits regularly and at
the reporting date does not expect any losses from non-performance by the
counterparties.
Liquidity risk
In keeping with similar sized mining exploration groups, the Group's continued
future operations depend on the ability to raise sufficient working capital
through the issue of equity share capital. The Group monitors its cash and
future funding requirements through the use of cash flow forecasts.
The Company's policy is to ensure that it will always have sufficient cash to
allow it to meet its liabilities when they become due.
In common with all other businesses, the Company is exposed to risks that
arise from its use of financial instruments.
Fair value measurement risk
The following tables detail the Group's assets and liabilities measured or
disclosed at fair value using a three-level hierarchy, based on the lowest
level of input that is significant to the entire fair value measurement,
being:
- Level 1: Quoted prices (unadjusted) in active markets for
identical assets or liabilities that the entity can access at the measurement
date
- 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
Level 1 Level 2 Level 3 Total
As at 31 December 2023 $'000 $'000 $'000 $'000
Assets
Investments - At FVTPL 1,652 893 - 2,545
Total assets 1,652 893 - 2,545
Level 1 Level 2 Level 3 Total
As at 31 December 2022 $'000 $'000 $'000 $'000
Assets
Investments - At FVTPL 1,233 848 - 2,081
Total assets 1,233 848 - 2,081
There were no transfers between levels during the financial year.
Level 1 Level 2 Level 3 Total
As at 31 December 2022 $'000 $'000 $'000 $'000
Assets
Investments - At FVTPL 1,233 848 - 2,081
Total assets 1,233 848 - 2,081
There were no transfers between levels during the financial year.
Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily with respect to the
Brazilian Real, US Dollar and the Pound Sterling.
Foreign exchange risk arises from future commercial transactions, recognised
assets and liabilities and net investments in foreign operations that are
denominated in a foreign currency. The Group holds a proportion of its cash in
GBP and Brazilian Reals to hedge its exposure to foreign currency fluctuations
and recognises the profits and losses resulting from currency fluctuations as
and when they arise. The volume of transactions is not deemed sufficient to
enter forward contracts.
As at As at
The Group's financial instruments are set out below: 31 December 31 December
2023 2022
$'000 $'000
Financial assets
Cash and cash equivalents - at amortised cost 414 1,397
Other receivables - at amortised cost 2 302
Investments - at FVTPL 2,545 2,081
Total financial assets 2,961 3,780
Financial assets by currency
Australian Dollar 19 6
Brazilian Real 21 33
Canadian Dollar 449 1,559
Pound Sterling 1,643 1,394
United States Dollar 829 787
Total financial assets 2,961 3,780
Financial liabilities - at amortised cost
Trade payables 62 21
Accruals and other payables 138 113
Total financial liabilities 200 134
Financial liabilities by currency
US Dollar - -
Brazilian Real - 4
Pound Sterling 200 130
200 134
31 December
31 December
2023
2022
$'000
$'000
Financial assets
Cash and cash equivalents - at amortised cost
414
1,397
Other receivables - at amortised cost
2
302
Investments - at FVTPL
2,545
2,081
Total financial assets
2,961
3,780
Financial assets by currency
Australian Dollar
19
6
Brazilian Real
21
33
Canadian Dollar
449
1,559
Pound Sterling
1,643
1,394
United States Dollar
829
787
Total financial assets
2,961
3,780
Financial liabilities - at amortised cost
Trade payables
62
21
Accruals and other payables
138
113
Total financial liabilities
200
134
Financial liabilities by currency
US Dollar
-
-
Brazilian Real
-
4
Pound Sterling
200
130
200
134
The potential impact of a 10% movement in the exchange rate of the currencies
to which the Group is exposed is shown below:
2023 2022
Foreign currency risk sensitivity analysis $'000 $'000
Australian Dollar Strengthened by 10% (2) (1)
Australian Dollar Weakened by 10% 2 1
Brazilian Real Strengthened by 10% (2) (3)
Brazilian Real Weakened by 10% 2 3
Canadian Dollar Strengthened by 10% (41) (142)
Canadian Dollar Weakened by 10% 50 173
Pound Sterling Strengthened by 10% (131) (115)
Pound Sterling Weakened by 10% 160 140
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, to provide returns for shareholders
and to enable the Group to continue its exploration and evaluation activities.
The Group has only short-term trade payables and accruals at 31 December 2023
and defines capital based on the total equity of the Group. The Group monitors
its level of cash resources available against future planned exploration and
evaluation activities and may issue new shares to raise further funds from
time to time.
There were no changes in the Company's approach to capital management during
the year. The Company is not subject to externally imposed capital
requirements.
General objectives, policies and processes
The board of directors has overall responsibility for the determination of the
Company's risk management objectives and policies. The overall objective of
the board is to set policies that seek to reduce risk as far as possible
without unduly affecting the Company's competitiveness and flexibility.
Principal financial instruments
The principal financial instrument used by the Company, from which financial
instrument risk arises, is related party borrowings.
5. Segment information
The Company evaluates segmental performance on the basis of profit or loss
from operations calculated in accordance with IFRS 8. In the Directors'
opinion, the Group only operates in one segment being mining services. All
non-current assets have been generated in Brazil.
6. Finance expense
Year ended Year ended
31 December 2023 31 December 2022
$'000 $'000
Interest expense (1) (1)
Total finance expense (1) (1)
7. Tax expense
Year ended Year ended
31 December 2023 31 December 2022
$'000 $'000
Loss on ordinary activities before tax (1,022) (936)
Loss on ordinary activities multiplied by standard rate of corporation tax in (256) (178)
the UK of 25% (2022: 19%)
Effects of:
Unrelieved tax losses carried forward 256 178
Total tax charge for the year - -
Factors that may affect future tax charges
Apart from the losses incurred to date, there are no factors that may affect
future tax charges. At the year end, $4,358,000 (2022: $3,939,000) of
cumulative estimated unrelieved tax losses arose in Brazil and the United
Kingdom, which could be utilised in the foreseeable future but do not
currently meet the criteria for the recognition of an asset.
8. Loss per share
31 December 2023 31 December 2022
$'000 $'000
Loss for the year (1,022) (936)
2023 2022
Weighted average number of shares (basic & diluted)
258,602,032 258,602,032
Loss per share - basic & diluted (US 'cents) (0.40) (0.36)
There have been no transactions involving ordinary shares or potential
ordinary shares that would significantly change the number of ordinary shares
or potential ordinary shares outstanding between the reporting date and the
date of completion of these financial statements.
9. Staff costs and directors' remuneration
Staff costs, including directors' remuneration, were as follows:
Monetary Share
remuneration Options(1) Total Total
Year ended 31 December Year ended 31 December Year ended 31 December Year ended
2023 2023 2023 31 December 2022
$'000 $'000 $'000 $'000
B K McMaster 225 - 225 222
L M F De Azevedo 75 - 75 74
N K von Schirnding 60 - 60 59
360 - 360 355
(1 - Refer to note 17 for options details.)
Excluding directors, there was one member of staff during the year ended 31
December 2023 (2022: one). Excluding directors' remuneration, staff costs
during the year were salaries $25,000 (2021: $27,000), social security $3,000
(2022: $5,000), other benefits $nil (2022: $nil).
10. Auditor's remuneration
Year ended Year ended
31 December 31 December
2023 2022
$'000 $'000
Fees payable to the Company's auditor and its associates for the audit of the 46 52
Company's annual accounts
Fees payable for other services:
- High level review of interim financial statements 3 2
Total auditor remuneration 49 54
11. Exploration and evaluation assets
As at As at
31 December 2023 31 December 2022
$'000 $'000
Cost and net book value
At beginning of year 1,210 1,019
Expenditure capitalised during the year 90 191
Cost and net book value at 31 December 1,300 1,210
Recoverability of the Group's exploration and evaluation assets is dependent
on the success of the Group in discovering economic and recoverable mineral
resources, especially in the countries of operation where political, economic,
legal, regulatory, and social uncertainties are potential risk factors. The
future revenue flows relating to these assets is uncertain and will also be
affected by competition, relative exchange rates and potential new legislation
and related environmental requirements.
The Group's ability to continue its exploration programs and develop its
projects is also dependent on its ability to raise sufficient finance in
future, which is uncertain. The ability of the Group to continue operating
within Brazil is dependent on a stable political environment. This may also
impact the Group's legal title to assets held which would affect the valuation
of such assets. There have been no changes made to any past assumptions and
the Directors have concluded that there are no impairment indicators at the
year end. Further details can be found in Note 2: Accounting policies -
Exploration and evaluation assets.
12. Investment in subsidiary
As at As at
31 December 2023 31 December 2022
Company $'000 $'000
Shares in subsidiary 1 1
Contribution to capital 1,701 1,601
Total 1,702 1,602
Impairment review
The Directors have undertaken a review to assess whether the following
impairment indicators exist as at 31 December 2023 or subsequently prior to
the approval of these financial statements:
(a) Licences to explore specific areas have expired or will expire in
the near future and are not expected to be renewed;
(b) No further substantive exploration expenditure is planned for a
specific licence;
(c) Exploration and evaluation activity in a specific licence area have
not led to the discovery of commercially viable quantities of mineral
resources and the Board has decided to discontinue such activities in the
specific area; and
(d) Sufficient data exists to indicate that, although a development in
the specific area is likely to proceed, the carrying amount of the exploration
and evaluation asset is unlikely to be recovered in full of successful
development or by sale.
Following their assessment, the Directors concluded that no impairment
indicators exist and thus no impairment charge is necessary (2022: US$ nil).
The Board is fully committed to continuing exploration on the Group's existing
projects and further details on the progress of the exploration activities can
be found in the Operations Report. Notwithstanding this, the Board will
continue, through 2024, to review all projects, to ensure that resources are
focussed where there is the greatest opportunity for discovery.
The Directors have conducted an impairment review and are satisfied that the
carrying value of $1,702,000 is reasonable and no impairment is necessary
(2022: US$ nil).
13. Investments - At FVTPL
As at As at
31 December 2023 31 December 2022
$'000 $'000
Investment in ValOre Metals Corp 21 203
Investment in Latitude Uranium Inc 53 -
Investment in Fodere Titanium Limited 1,017 976
Investment in Blencowe Resources Plc 1,286 1,030
Investment in Axies Ventures Limited 64 60
Investment in KEFI Gold and Copper Plc 292 -
Impairment in Investments (188) (188)
Carrying amount of investments 2,545 2,081
The Group measures these Investments at fair value, using a three-level
hierarchy, based on the lowest level of input that is significant to the
entire fair value measurement. Refer to note 4.
During the year, as part of an announced arrangement, shareholders of ValOre
received a distribution of shares in Labrador Uranium Inc. (renamed: Latitude
Uranium Inc.) ('Latitude'). The investment is carried at fair value with any
changes recognised through profit and loss. Subsequently to the year end,
Latitude announced an arrangement for a distribution of shares in ATHA Energy
Corp ('ATHA') as consideration for shares in Latitude, shares in Latitude were
converted into shares of ATHA in March 2024. The Group then sold the balance
of the investments in ValOre and ATHA in April 2024.
The Company holds shares in the share capital of Fodere Titanium Limited,
which is a United Kingdom registered minerals technology company which has
developed innovative processes for the titanium, vanadium, iron and steel
industries. Currently, the Company has a 7.7% interest in Fodere's share
capital. The investment is carried at fair value with any changes recognised
through profit and loss and this has resulted in the Company recognising an
impairment loss in the investment of $nil (2022: nil), which has been
recognised as an expense in the statement of comprehensive income. Movements
in the investment during the year are the effects of foreign exchange
translations.
During 2023, an unsecured loan receivable of £200,000 to KEFI Gold and Copper
Plc ("KEFI") was repaid in full by way of the issue of shares in KEFI,
equating to a holding of 0.719% as at the end of the reporting period.
During the year, the Company purchased 2,000,000 shares, sold 1,000,000
shares, and received a further 1,000,000 warrants in Blencowe Resources Plc.
At the end of the year, the Company had a 10.05% interest in Blencowe's share
capital, which is a United Kingdom registered natural resources company
focused on the development of the Orom-Cross Graphite Project in Uganda. The
investment is carried at fair value with any changes recognised through profit
and loss.
14. Other receivables
Group Group Company Company
As at As at As at As at
31 December 2023 31 December 31 December 2023 31 December
2022 2022
$'000 $'000 $'000 $'000
Current
Other receivables 2 - 1 -
Loan receivable - KEFI Gold and Copper Plc - 302 - 302
Total other receivables 2 302 1 302
During 2022, the Company advanced an unsecured loan receivable of £200,000
(USD 242,000) to KEFI Gold and Copper Plc for working capital requirements.
During 2023 the loan has been repaid in full by the issue of 35,714,285 shares
in KEFI as noted earlier in this report.
15. Accruals and other payables
Group Group Company Company
As at 31 As at 31 As at 31 December As at 31
December December 2023 December
2023 2022 2022
$'000 $'000 $'000 $'000
Current
Accruals 68 83 68 83
Amounts owed to Directors 70 30 70 30
Total accruals and other payables 138 113 138 113
16. Trade Payables
Group Group Company Company
As at 31 As at 31 As at 31 December As at 31
December December 2023 December
2023 2022 2022
$'000 $'000 $'000 $'000
Current
Trade Payables 51 16 50 12
Amounts owed to Directors 11 5 11 5
Total trade payables 62 21 61 17
17. Share capital
31 December 2023 31 December 2022
Issued Share Capital Share premium Issued Share Capital Share premium
Number $'000 $'000 Number $'000 $'000
At beginning of the year ordinary shares of 0.04p each: 258,602,032 135 5,959 258,602,032 135 5,959
Share issue costs charged to share premium - - - - - -
At 31 December: ordinary shares of 0.04p each: 258,602,032 135 5,959 258,602,032 135 5,959
Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the
event of a winding up of the Company, to participate in the proceeds from sale
of all surplus assets in proportion to the number of and amounts paid up on
shares held. Ordinary shares entitle their holder to one vote, either in
person or proxy, at a meeting of the Company.
18. Share options and warrants
Average exercise price per share option Year ended Average exercise price per share option Year ended 31 December 2022
$
$
31 December 2023 Number of
Number of options
options
At the beginning of the year - 34,844,444 - 37,844,444
Share options surrendered 17 January 2022 - - 0.02 (3,000,000)
At the end of the year 34,844,444 34,844,444
As at As at
31 December 2023 31 December 2022
$'000 $'000
Share based payments reserve
At beginning of year 709 734
Share based payments surrendered - (25)
Share based payments expense - -
Closing balance at 31 December 709 709
Share options and warrants outstanding at the end of the year have the
following expiry date and exercise prices:
Share options/warrants 31 December Share options/warrants 31 December 2022
2023
Exercise price
Grant date Expiry date £
1 December 2019 30 November 2024 0.02 3,150,000 3,150,000
19 February 2021 19 February 2024 0.09 694,444 694,444
10 August 2021 10 August 2025 0.08 31,000,000 31,000,000
The fair value at grant date is independently determined using an adjusted
form of the Black Scholes Model that takes into account the exercise price,
the term of the option, the impact of dilution (where material), the share
price at grant date and expected price volatility of the underlying share, the
expected dividend yield, the risk-free interest rate for the term of the
option and the correlations and volatilities of the peer group companies. In
addition to the inputs in the table above, further inputs as follows:
The model inputs for the 3,150,000 options carried forward from the time of
the IPO:
(a) options are granted for no consideration and vested options are
exercisable for a period of five years after the grant date: 1 December 2019.
(b) expiry date: 30 November 2024.
(c) share price at grant date: 1.75 pence.
(d) expected price volatility of the company's shares: 50%.
(e) risk-free interest rate: 1.0%.
The model inputs for the 694,444 broker warrants granted for consulting
services during the year included:
(a) warrants are granted for no consideration and vested warrants
are exercisable for a year of three years after the grant date: 19 February
2021.
(b) expiry date: 19 February 2024.
(c) share price at grant date: 9.6 pence.
(d) expected price volatility of the company's shares: 70.24%.
(e) risk-free interest rate: 0.70%.
The model inputs for the 30,000,000 director and Brazilian employee options
and 1,000,000 third party warrants granted for consulting services during the
year included:
(a) 30,000,000 options are granted and split into two Tranches,
whereby 20,250,000 tranche A options have vesting conditions linked to
performance and 9,750,000 Tranche B options vest immediately.
(b) Tranche A is split further with 9,450,000 options vesting once
all necessary permits required to commence production are received and then a
further 10,800,000 options vest upon commencement of production at the
Pitombeiras Vanadium Project.
(c) The 9,450,000 options have a vesting period of two years from
grant date and the 10,800,000 options have a vesting period of three years
from the grant date.
(d) 1,000,000 warrants are granted for no consideration and vested
warrants are exercisable for a period of three years after the grant date: 10
August 2021.
(e) expiry date: 10 August 2025.
(f) share price at grant date: 8.0 pence.
(g) expected price volatility of the company's shares: 70.24%.
(h) risk-free interest rate: 0.591%.
See the Strategic Report for a summary of the number of ordinary shares over
which options are granted for each Director of the Company.
19. Subsidiary
The details of the subsidiaries of the Company, which have been included in
these consolidated financial statements are:
Name Country of incorporation Proportion of ownership interest
VTF Mineração Ltda. Brazil 99.99%
Jangada Services Ltd United Kingdom 100.00%
Allexcite Enterprises Pty Ltd Australia 100.00%
20. Related party transactions
During the year the Company entered into the following transactions with
related parties.
Year ended 31 December 2023 Year ended 31 December 2022
$'000 $'000
Nicholas Von Schirnding:
Investment in Fodere Titanium Limited of which Nicolas Von Schirnding is the - -
Chairman
FFA Legal Ltda:
Legal and accountancy services expensed during year 74 89
FFA Legal Ltda is a related party to the Group due to having a director in
common with Group companies. At the year-end they were owed $nil (2022: $nil).
Harvest Minerals Limited is a related party to the Group due to having
directors in common with Group companies. At the year-end they held 1,250,000
options (2022: 1,250,000), which were acquired from various option holders on
3 March 2021 at an aggregate sum of £77,000 (USD$107,175). Directors'
remuneration is disclosed within note 9.
21. Subsequent Events
Subsequently to the year end, Jangada Services Limited was voluntarily
dissolved on 23rd January 2024.
694,444 broker warrants granted for consulting services lapsed after not being
exercised by their expiry date, 9th February 2024.
Furthermore, Latitude announced an arrangement for a distribution of shares in
ATHA Energy Corp ('ATHA') as consideration for shares in Latitude, 287,620
shares in Latitude were converted into 79,641 shares of ATHA in March 2024.
The Group also sold the investments in ValOre (500,000 shares) and ATHA shares
(79,641 shares) in April 2024. The Group also sold 20,000,000 shares in the
investment in KEFI in May 2024.
There have been no other significant subsequent events since the reporting
date.
22. Ultimate controlling party
The Directors consider that the Company has no single controlling party.
**ENDS**
For further information please visit www.jangadamines.com
(http://www.jangadamines.com/) or contact:
Jangada Mines plc Brian McMaster (Chairman) Tel: +44 (0)20 7317 6629
Strand Hanson Limited Ritchie Balmer Tel: +44 (0)20 7409 3494
(Nominated & Financial Adviser) James Spinney
Tavira Securities Limited Jonathan Evans Tel: +44 (0)20 7100 5100
(Broker)
St Brides Partners Ltd Ana Ribeiro jangada@stbridespartners.co.uk
(Financial PR) Isabel de Salis
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. END FR GUGDLBXBDGSBRecent news on Jangada Mines
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