THE INFORMATION CONTAINED WITHIN
THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU)
NO. 596/2014 (MAR) AS IN FORCE IN THE UNITED KINGDOM PURSUANT TO
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA REGULATORY INFORMATION SERVICE (RIS), THIS
INSIDE INFORMATION WILL BE IN THE PUBLIC DOMAIN.
Andrada Mining Limited
("Andrada" or
"the Company")
Unaudited Interim Financial Results for the
six months ended 31 August 2024
Andrada Mining Limited
(AIM: ATM, OTCQB: ATMTF), a critical raw
materials producer with mining and exploration assets in Namibia,
announces its unaudited interim financial results for the
six-months ended 31 August 2024 ("H1 2025").
A full
copy of the H1 2025 results can also be found on the Company's
website here: https://andradamining.com/investors/corporate-publications/
HIGHLIGHTS
Operational performance
§
Successful restructuring of Uis Tin Mining
Company ("UTMC"), resulting in 100%
ownership of Uis and Lithium Ridge.
§
Production of 25 tonnes of tantalum at a grade of
approximately 11% with 15 tonnes sold to Afrimet by the end of the
interim period.
§
Continuous Improvement Programme
("CI2") results in an
increased recovery rate of 72% (H1 2024: 65%)
§
14% increase in plant utilisation to 92% (H1
2024: 81%).
§
Increase in contained tin metal to 462 tonnes (H1
2024: 454 tonnes).
Financial performance
§
22% increase in revenue to £10.8 million (H1
2024: £8.9 million).
§
70% increase in gross profit to £2.6 million (H1
2024: profit of £1.5 million).
§
42% improvement in operating loss to £1.5 million
(H1 2024: loss of £2.5 million).
§
60% improvement in total comprehensive loss to
£1.9 million (H1 2024: loss of £4.9 million).
§
Average C1 operating cash cost per tonne of
contained tin produced was US$18 690 (within management
guidance).
§
Average C2 operating cost per tonne of contained
tin produced was US$22 671 (within management guidance).
§
All-in sustaining cost ("AISC") per tonne of
contained tin produced was US$27 730 (within management
guidance).
§
Annual tin hedge agreement for 30% quarterly
concentration production at US$33 000 per tonne expires in May 2025
subject to renewal.
§
Conclusion of the Bank Windhoek Limited
("BWL") NAD175 million (c£7.5
million) funding agreement.
§
Unaudited available cash balance, including
undrawn facility on 31 August 2024, of £6.1 million (US$7.2
million) excluding £2.1 million undrawn facility.
POST-PERIOD
§ Earn-in agreement
executed with Sociedad Química y
Minera de Chile SA through its subsidiary SQM Australia
(Pty) Ltd ("SQM") for the
development of Lithium Ridge (ML133).
§ Brandberg West
maiden exploration drill results indicated notable intersections of
high-grade mineralisation.
§ Released FY2024
Sustainability Report.
Chief Executive Officer's
Statement
Overview
As the year has progressed, the
Company has made significant progress. The value-accretive
restructuring of UTMC simplified Andrada's ownership and
operational structure in the underlying licences while empowering
our local partners through equity ownership participation at Group
level. The restructuring has also created opportunities for more
rapid asset development through project-specific financing
solutions. We believe that our continued investment in exploration,
metallurgy and asset development has earned us the social licence
to operate and established strategic worldclass partnerships.
During the interim period, we secured debt funding arrangements
with established lenders, including Standard Bank of Namibia (tin
hedge) and Bank Windhoek, for the implementation of our exciting
growth projects.
The Company ramped up tantalum
concentrate production, producing 25 tonnes and shipping 15 tonnes
to our off-taker, AfriMet, by the end of the period.
Despite an unforeseen mechanical breakdown at the
processing plant, which marginally increased costs, our ongoing CI2
Programme has improved overall recovery rates. We expect
significant performance improvements in FY 2026 as we begin to reap
the benefits of various capital projects.
Our lithium pilot plant continues
to provide critical information for potential off-take agreements
and for the integration of the lithium production circuit into the
current plant. Although much of the material produced at the pilot
plant has been sent to potential off-take partners for testing, we
also achieved the first commercial petalite sale during the period,
demonstrating the suitability of Uis's ore for the global technical
grade market. We are also advancing our metallurgical test work
programme to unlock the petalite production project.
Recent results from the maiden
drilling programme at Brandberg West confirmed significant
mineralisation within the historical pit, and the extensions to the
north. The exceptionally high-grade veins have added tungsten and
copper to our portfolio of critical minerals. Ongoing drilling at
Uis will enhance our understanding of various pegmatites and enable
us to increase the resource. We plan to expand our mineralisation
exploration programme across the Erongo region to identify
potential assets for future expansion. Our goal is to position
Andrada as a platform for production growth in critical raw
materials within Namibia.
In addition to these operational
advances, we have improved our operational safety culture and
strengthened relationships with our communities. In H2 2025, we
look forward to achieving key milestones regarding the SQM deal,
petalite development and tin expansion. We also look forward to
providing further material updates on the various ongoing
initiatives.
Financial performance overview
Increased revenue and expansion
§ 22% increase in revenue
to £10.8 million (H1 2024: £8.9 million).
§ Gross profit increased by
70% to £2.6 million (H1 2024: £1.5 million) and operating loss
improved by 42% to £1.5 million (H1 2024: £2.5 million).
§ The net loss increased to
£3.2 million (H1 2024: £2.8 million) primarily due to finance
expenses. A significant portion of these expenses are related to
the interest on the convertible note obligation that was settled in
shares at the election of the supportive shareholders.
§ Administrative costs
amounted to £4.1 million (H1 2024: £4 million) included one-off
expenses related to the successful completion of the UTMC
restructuring, the SQM agreement and the completion of the Bank
Windhoek funding. While these strategic corporate actions are
essential for growth, we constantly review and strive to minimise
the related costs
§ Although the period saw
high capital expenditure, these projects will begin to yield
benefits in the coming financial year and place the Company on a
strong platform for future growth.
The cash
costs were within management guidance.
§ The C1 costs
included higher maintenance costs that are expected to normalise
toward the lower end of guidance in the new year.
§ The C2 costs were
higher due to the introduction of the royalty expense at the
beginning of the 2025 calendar year.
§ AISC, which
includes capitalised waste stripping, is expected to reduce over
time as we move into zones with lower stripping ratios and increase
our volumes in line with the completion of the CI2 Programme and
the tin expansion project. The steady production of tantalum will
continue to credit operational cash costs and,
additional metals produced will substantially reduce cash
costs.
Strengthening the financial
position
To support ongoing capital
expansion programs related to tin and lithium development, the
Company announced on 7 August 2024 the conclusion of the NAD175
million (c£7.5 million) financing package from Bank Windhoek through the
subsidiary UTMC. The proceeds were primarily allocated to the
retirement of existing facilities, growth initiatives, and working
capital. This investment will not only benefit UTMC but also
contribute to the overall economic development of the country.
Management believes that the combination of the Bank Windhoek
funding, income from tin and tantalum sales as well as proceeds
from the post-period agreement with SQM provides sufficient
liquidity to support all operational activities for the next 12
months. Furthermore, the Company is engaging with multiple
strategic partners, off-takers, development agencies and debt
providers for funding required to roll-out further capital projects
that have been identified. The available cash on 31 August 2024 was
£6.1 million (US$7.2 million) excluding £2.1 million undrawn
facilities.
Operational performance overview
Key tin production metrics
Description
|
Unit
|
H1 2025
|
H1
2024
|
H1 25
vs H1 24
|
Feed
grade
|
% Sn
|
0.140
|
0.156
|
-10%
|
Plant
processing rate
|
Tph
|
132
|
136
|
-3%
|
Ore
processed
|
T
|
481 504
|
446
621
|
8%
|
Tin
concentrate
|
T
|
752
|
758
|
-1%
|
Contained
tin
|
T
|
462
|
454
|
2%
|
Tin
recovery
|
%
|
72
|
65
|
11%
|
Plant
availability
|
%
|
90
|
92
|
-2%
|
Plant
utilisation
|
%
|
92
|
81
|
14%
|
Uis mine
C1 operating cost¹
|
USD/t contained
tin
|
18
690*
|
18
161
|
7%
|
Uis mine
C2 operating cost²
|
USD/t contained
tin
|
22
671*
|
20
796
|
16%
|
Uis mine
AISC³
|
USD/t contained
tin
|
27
730*
|
24
662
|
15%
|
Tin price
achieved
|
USD/t contained
tin
|
31 397
|
25
912
|
21%
|
All the numbers are
unaudited
1 C1 operating cash costs
refers to operating cash costs per unit of production excluding
selling expenses and sustaining capital expenditure associated with
Uis Mine.
2 C2 operating cash costs are
equivalent to the C1 costs plus selling expenses including
logistics, smelting and royalties.
3 All-in sustaining cost
(AISC) incorporates all costs are related to sustaining production,
capital expenditure associated with developing and maintaining the
Uis operation as well as pre-stripping waste mining
costs.
*Figures updated to reflect
tantalum credits.
The ore processed increased by 8%
YoY to 481 504 tonnes with the ore mined blended to improve
ore utilisation and to maintain the grade in line with the reserve
statement. The feed grade will continue to be maintained within the
range of 0.135% to 0.145% tin. The plant processing rate was
slightly lower at 132 tonnes per hour ("tph"), compared to 136 tph
in H1 2024, mainly due to the enhanced maintenance implemented on
the crushing circuit resulting in a slight decrease in the
production of tin concentrate. The production of tantalum
concentrate had a positive impact on the tin grade through the
simultaneous removal of impurities resulting in the relatively
higher contained tin volume.
Tin expansion
In March we launched the
pre-concentrating project for the Uis mine to increase the tin
grade and output from the processing plant to 1 600 tpa
contained tin. The expansion entails improvements to the dry
processing section through the installation of a coarse crushing
and XRT ore-sorting pre-concentration circuit. We have received all
the long-lead machinery for the circuit, and we have completed the
detailed engineering plant design. Concurrent to the work on the
pre-concentration project, we have extended our tin expansion
strategy to include toll treatment production of higher-grade tin
ore from emerging regional producers. The goal is to establish a
tin production hub at Uis to enhance our pipeline and to entrench
Andrada as a leading critical metals producer in
Namibia.
The net effect of this
multi-pronged approach will be an increase in tin metal production,
in a cost-effective manner in the shortest period to achieve
maximum benefit from the prevailing tin price. The
pre-concentration project will be implemented alongside a
high-grade tolling programme to achieve an optimal net increase in
output. The initial phase of the tolling programme has been the
identification of high-grade tin mineralisation zones of up to 1.5%
from various mining operations within the Erongo region. The
ongoing CI2 Programme complements the tin expansion by improving
the efficiency of the plant through the elimination of production
bottlenecks. To date the CI2 Programme has resulted in an increase
in the tin recovery rate to 72% (H1 2024: 65%).
Tantalum production
Key tantalum production metrics
Description
|
Unit
|
Q1 FY2025
|
Q2 FY2025
|
Tantalum
concentrate
|
tonnes
|
9
|
16
|
Contained
tantalum
|
kg
|
865
|
1
731
|
Tantalum
concentrate grade
|
%
|
10
|
11
|
Tantalum
recovery
|
%
|
3
|
6
|
Although still nominal, tantalum
contributed 1% to the group revenue in the interim results. We
anticipate reaching the targeted quarterly volumes by the end of
the financial year. The incremental cost of producing tantalum
concentrate is low, resulting in more than 90% of the revenue being
captured in EBITDA.
Lithium development update
Lithium pilot plant
A one-off spot sale of five tonnes
of petalite to a ceramic producer was completed during the period
under review marking a key milestone towards realising our
objective to be a critical metals producer. We believe the sale,
albeit small, was an endorsement of the commercial potential of
petalite from Uis. The exposure of the high-grade ore at Uis
following the accelerated push-back also increased the petalite
bulk sample production which will be used by potential off takers.
Although we continue to explore opportunities to sell concentrate
produced, the pilot plant facility continues to be primarily
utilised for offtake bulk sampling campaigns. Importantly, these
testing campaigns coupled with the completion of the technical
study will contribute to the integration of the lithium circuit to
the existing processing plant at Uis.
Safety performance
At Andrada, we are committed to
maintaining the highest safety standards across our operations. The
implementation of Take5,
Visible Felt Leadership
and Elimination of
Fatalities initiatives, coupled with the commitment from our
operational teams, has driven significant improvements in safety
outcomes. The LTIFR increased from 1.42⁴ in H1 2024 to 1.74 in the period
under review while the TRIFR increased from 7.84 in H1 2024 to
9.24⁵ in H1 2025.
Importantly, no fatalities were recorded during this period. The
various measures, including quarterly safety audits and
comprehensive training sessions, have been instrumental in
strengthening our safety culture and enhancing overall workplace
safety.
⁴Restated LTI number for H1
2024: In August 2024, we
conducted a comprehensive review of our injury classification
process and specific incident classifications. We have updated our
Lost Time Injury (LTI) numbers with the previously reported figure
of three (3) LTIs being revised to four (4) LTIs.
⁵Restated TRIFR number for H1
2024: As part of our safety
KPI metric review, we have aligned our TRIFR calculation with ICMM
reporting standards. This change excludes restricted workdays and first-aid injuries. Historic TRIFR
data has been revised accordingly, resulting in a notable
improvement in our TRIFR from FY2023 to FY2024.
POST-PERIOD
SQM partnership on spodumene - rich Lithium
Ridge
On 9 September 2024, we signed a
three-stage earn-in agreement with SQM. We were incredibly pleased
to announce this partnership with a global leader in the lithium
industry, representing the first African lithium partnership that
SQM has entered into. This partnership further solidifies our
belief in the Lithium Ridge asset as a potential world-class
resource, and further establishes Andrada as a multi-asset,
critical metals explorer and miner. We believe this partnership
highlights the potential value of our entire asset portfolio.
Furthermore, partnering with SQM provides the ideal partner to
unlock the full potential of Lithium Ridge, while allowing
continuation of the development of Uis through our existing
financing relationships.
The SQM partnership aligns
perfectly with our strategic objectives, enabling us to develop
Uis's neighbouring lithium asset, through accelerated the
exploration initiatives. The Agreement establish a long-term,
value-creating relationship that incentivises operational
milestones and delivers sustained returns for our shareholders. The
introduction of a global lithium player will also place Namibia at
the forefront of the African lithium development trajectory and
unlock value for the mining industry.
The SQM agreement is subject to
certain conditions precedent, including the Namibian Competition
Commission approval. I am pleased to confirm that we have
transferred the Environmental Compliance Certificate into the joint
venture vehicle as one of the two outstanding conditions precedent
and await the Namibian Competition Commission response to our
application. Full details of the joint
venture arrangement and the associated earn-in process are detailed
in the Company's announcement of 9 September 2024.
We are keen to start the project as soon as the
outstanding approval is received from the Namibian Competition
Commission. The Company will make further updates on
progress.
Brandberg West maiden drilling results
The impressive drill results from
our first drilling programme indicated significant high grades
across multiple drill holes, showing up to 10% tin, 3.5% tungsten
and 2% copper (See announcement
dated 12 September and 16 October 2024). The exploration
programme comprised 20 oriented diamond drill ("DD") holes for a
total of 2 975 metres drilled.
The drill programme was successful
as high-grade intersections were found within all the drill holes,
covering the historical open pit area and virgin extensions to the
north of the pit. The success of this exploration programme
reinforces the Company's belief that the Erongo region of Namibia
is well-endowed with critical metals and has the potential to yield
substantial inventory. Furthermore, the results validate our
approach of investigating areas with historical mining activity to
bolster our portfolio.
Publication of the 2024 Sustainability
Report
On 20 November 2024, we released
the 2024 Sustainability Report outlining Andrada's sustainability
framework and its focus on creating thriving, resilient
communities, while ensuring responsible operations through
best-practice environmental stewardship and robust
governance. We are particularly proud of
the significant progress we have made in progressing our ESG
commitments this year, including a doubling of procurement
expenditure within Namibia to £21 million, and maintaining a 99%
Namibian workforce.
Additionally, a total of £3.5
million was spent towards salaries, royalties and social projects
during the year under review within Namibia. This underlines the
dedication to creating value for our host nation and delivering on
the promise for an equitable partnership that drives economic
growth in Namibia. The Company maintains the highest standards of
ethics and transparency, aligning with international frameworks
including IFC Performance Standards, ICMM Principles, GRI and
GISTM. This commitment to good governance underpins Andrada's
engagement with all stakeholders, from employees and local
communities to governments and investors. As we continue to expand
our operations, the commitment to responsible mining practices
remains unwavering. We look forward to building on these
achievements in the year ahead, and to ensuring that Andrada is
well qualified to promote the energy transition through its
portfolio of critical raw materials.
Glossary of abbreviations
CY
|
Calendar
year
|
£
|
Great
British Pound
|
N$
|
Namibian
Dollar
|
US$
|
United
States Dollar
|
ESG
|
Environmental, Social, and Governance
|
GISTM
|
Global
Industry Standard on Tailings Management
|
GJ
|
Gigajoules
|
GRI
|
Global
Reporting Initiative
|
ICMM
|
International Council on Mining and Metals
|
IFC
|
International Finance Corporation
|
ANDRADA MINING LIMITED
INTERIM REPORT AND CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
£
|
Notes
|
6 months
ended
31 August 2024
(unaudited)
|
6 months
ended
31 August
2023
(unaudited)
|
12 months
ended
29 February
2024
(audited)
|
Continuing
operations
|
|
|
|
|
Revenue
|
4
|
10 814
696
|
8 846
997
|
17 967 889
|
Cost of
sales
|
5
|
(8 232
350)
|
(7 325
039)
|
(16 247 748)
|
Gross
profit
|
|
2 582 346
|
1 521 958
|
1 720
141
|
Administrative expenses
|
6
|
(4 279 748)
|
(4 031
304)
|
(9 959 549)
|
Other
income
|
|
251
050
|
20
583
|
97
415
|
Operating
loss
|
|
(1 446
352)
|
(2 488
763)
|
(8 141 993)
|
Finance
income
|
7
|
321
326
|
22
354
|
955
940
|
Finance
expenses
|
7
|
(2 074 347)
|
(309 832)
|
(1 684 506)
|
Loss before
tax
|
|
(3 199
373)
|
(2 776
241)
|
(8 870
559)
|
Income
tax expense
|
8
|
-
|
-
|
-
|
Loss for the
period
|
|
(3 199
373)
|
(2 776
241)
|
(8 870
559)
|
Other comprehensive
income/(loss)
|
|
|
|
|
Items
that will or may be reclassified to profit or loss:
|
|
|
|
|
Exchange
differences on translation of share-based payment
reserve
|
|
168
|
(325)
|
(410)
|
Exchange
differences on translation of foreign operations
|
|
1 226
680
|
(2 207
455)
|
(3 074 742)
|
Exchange
differences on non-controlling interest
|
|
(19
497)
|
13
410
|
24
785
|
Total comprehensive loss for
the period
|
|
(1 992
022)
|
(4 970
611)
|
(11 920
926)
|
|
|
|
|
|
Profit/(loss) for the period
attributable to:
|
|
|
|
|
Owners of
the parent
|
|
(3 215
983)
|
(2 755 819)
|
(8 438 465)
|
Non-controlling interests
|
|
16
610
|
(20
422)
|
(432
094)
|
|
|
(3 199
373)
|
(2 776
241)
|
(8 870 559)
|
Total comprehensive loss for
the period attributable to:
|
|
|
|
|
Owners of
the parent
|
|
(1 989
135)
|
(4 963 600)
|
(11 513 617)
|
Non-controlling interests
|
|
(2
887)
|
(7
012)
|
(407
309)
|
|
|
(1 992
022)
|
(4 970
611)
|
(11 920
926)
|
Loss per ordinary
share
|
|
|
|
|
Basic and diluted loss per
share (pence)
|
9
|
(0.21)
|
(0.18)
|
(0.54)
|
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
£
|
Notes
|
6
months ended
31
August 2024
(unaudited)
|
6
months ended
31
August 2023
(unaudited)
|
12
months ended
29
February 2024
(audited)
|
Assets
|
|
|
|
|
Non-current
assets
|
|
|
|
|
Intangible assets
|
10
|
11 098 699
|
8 401
278
|
10 519 937
|
Property,
plant and equipment
|
11
|
39 559
506
|
29 571
064
|
32 170 329
|
Total non-current
assets
|
|
50 658
205
|
37 972 342
|
42 690
266
|
Current
assets
|
|
|
|
|
Inventories
|
12
|
5 750
107
|
3 171
674
|
2 948 618
|
Trade and
other receivables
|
13
|
4 405
471
|
2 896
972
|
6 050 465
|
Cash and
cash equivalents
|
14
|
6 103
624
|
6 686
921
|
14 505 800
|
Total current
assets
|
|
16 259 202
|
12 755 567
|
23 504
883
|
Total
assets
|
|
66 917
407
|
50 727 909
|
66 195
149
|
Equity and
liabilities
|
|
|
|
|
Equity
|
|
|
|
|
Share
capital
|
21
|
61 642
969
|
56 944
408
|
59 247 558
|
Accumulated deficit
|
|
(33 490 538)
|
(21 089 934)
|
(26 623 617)
|
Warrant
reserve
|
|
482
199
|
338
903
|
482
199
|
Share-based payment reserve
|
|
1 933
989
|
994
087
|
1 831 764
|
Convertible loan note reserve
|
|
4 579
427
|
4 595 614
|
4 579 427
|
Foreign
currency translation reserve
|
|
(5 681
296)
|
(6
040 689)
|
(6 907 976)
|
Equity
attributable to the owners of the parent
|
|
29 466
750
|
35 742
389
|
32 609
355
|
Non-controlling interests
|
|
(13
824)
|
(154 442)
|
(554 739)
|
Total
equity
|
|
29 452
926
|
35 587
947
|
32 054
616
|
Non-current
liabilities
|
|
|
|
|
Environmental rehabilitation liability
|
18
|
1 270
629
|
912
550
|
1 152 121
|
Borrowings
|
15
|
16 220
417
|
4 328 373
|
9 888 216
|
Other
financial liabilities
|
16
|
10 742
151
|
-
|
10 386 425
|
Lease
liability
|
19
|
376
502
|
568
076
|
478
523
|
Deferred
consideration
|
20
|
415
640
|
-
|
-
|
Total non-current
liabilities
|
|
29 025
339
|
5 808 999
|
21 905
285
|
Current
liabilities
|
|
|
|
|
Trade and
other payables
|
17
|
5 665
957
|
5 289
812
|
6 972 743
|
Borrowings
|
15
|
1 523
174
|
3 839 746
|
4 061 447
|
Other
financial liabilities
|
16
|
1 009
294
|
-
|
966 519
|
Lease
liability
|
19
|
240
717
|
201
405
|
234
539
|
Total current
liabilities
|
|
8 439 142
|
9 330
963
|
12 235
248
|
Total equity and
liabilities
|
|
66 917
407
|
50 727
909
|
66 195
149
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
£
|
Share
capital
|
Convertible loan note
reserve
|
Accumulated
deficit
|
Warrant
reserve
|
Share-based payment
reserve
|
Foreign currency translation
reserve
|
Total
|
Non-controlling
interests
|
Total
equity
|
Total equity at 31 August
2023
|
56 944
408
|
4 595
614
|
(21 089
934)
|
338
903
|
994
087
|
(6 040
689)
|
35 742
389
|
(154 442)
|
35 587
947
|
Loss for
the period
|
-
|
-
|
(5 682
646)
|
-
|
-
|
-
|
(5 682
646)
|
(411
672)
|
(6 094
318)
|
Other
comprehensive income/(loss)
|
-
|
-
|
-
|
-
|
(85)
|
(867
287)
|
(867
372)
|
11 376
|
(855
996)
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
Issue of
shares
|
2
036 500
|
-
|
-
|
-
|
-
|
-
|
2
036 500
|
-
|
2
036 500
|
Share
issue costs
|
(99
300)
|
-
|
-
|
-
|
-
|
-
|
(99
300)
|
-
|
(99
300)
|
Share-based payments
|
-
|
-
|
-
|
-
|
12 750
|
-
|
12 750
|
-
|
12 750
|
Issue of
convertible loan notes
|
-
|
(288
754)
|
-
|
-
|
-
|
-
|
(288
754)
|
-
|
(288
754)
|
Convertible loan note issue costs
|
-
|
272 567
|
-
|
-
|
-
|
-
|
272 567
|
-
|
272 567
|
Issue of
warrants
|
-
|
-
|
-
|
143 296
|
-
|
-
|
143 296
|
-
|
143 296
|
Share
options raised in the year
|
-
|
-
|
-
|
-
|
973 975
|
-
|
973 975
|
-
|
973 975
|
Share
options exercised in the year
|
365 950
|
-
|
148 963
|
-
|
(148
963)
|
-
|
365 950
|
-
|
365 950
|
Total equity at 29 February
2024
|
59 247
558
|
4 579 427
|
(26 623
617)
|
482
199
|
1 831
764
|
(6 907
976)
|
32 609
355
|
(554 739)
|
32 054
616
|
Loss for
the period
|
-
|
-
|
(3 215
983)
|
-
|
-
|
-
|
(3 215
983)
|
16 610
|
(3 199
373)
|
Other
comprehensive income/(loss)
|
-
|
-
|
-
|
-
|
168
|
1
226 680
|
1
226 848
|
(19
497)
|
1
207 351
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
Issue of
shares
|
2
395 411
|
-
|
-
|
-
|
-
|
-
|
2
395 411
|
-
|
2
395 411
|
Share-based payments
|
-
|
-
|
-
|
-
|
102 057
|
-
|
102 057
|
-
|
102 057
|
Acquisition of non-controlling interests
(refer to
Note 20)
|
-
|
-
|
(3 650 938)
|
-
|
-
|
-
|
(3 650 938)
|
543 802
|
(3 107 136)
|
Total equity at 31 August
2024
|
61 642
969
|
4 579
427
|
(33 490
538)
|
482
199
|
1 933
989
|
(5 681
296)
|
29 466
750
|
(13 824)
|
29 452
926
|
CONSOLIDATED STATEMENT OF CASH FLOWS
£
|
Notes
|
6 months
ended
31 August 2024
(unaudited)
|
6
months ended 31
August
2023 (unaudited)
|
12
months ended
29
February 2024 (audited)
|
Cash flows from operating
activities
|
|
|
|
|
Profit / (Loss) before
taxation
|
|
(3 199
373)
|
(2 776
241)
|
(8 870
559)
|
Adjustments
for:
|
|
|
|
|
Fair
value adjustment to customer contract
|
4
|
(128
328)
|
40
866
|
(58 941)
|
Depreciation of property, plant and equipment
|
11
|
2
055 858
|
1 692
332
|
3 363 011
|
Amortisation of intangible assets
|
10
|
9
111
|
3
499
|
16 370
|
Share-based payments
|
|
82 421
|
5
250
|
710
523
|
Finance
income
|
7
|
(321
326)
|
(22
354)
|
(955 939)
|
Finance
expenses
|
7
|
2 074 347
|
309
832
|
1 684 506
|
Changes in working
capital:
|
|
|
|
|
Decrease/(increase) in receivables
|
13
|
1
998 253
|
(530
322)
|
(1 322 157)
|
(Increase) in inventory
|
12
|
(2 676
055)
|
(706
531)
|
(530 596)
|
(Decrease)/increase in payables
|
17
|
(1 559
571)
|
1 910
817
|
2 226 900
|
Net cash used in operating
activities
|
|
(1 664
663)
|
(72 853)
|
(3 736 882)
|
Cash flows from investing
activities
|
|
|
|
|
Purchase
of intangible assets
|
10
|
(1 510
337)
|
(1 477
104)
|
(3 348 698)
|
Purchase
of property, plant and equipment
|
11
|
(8 232
385)
|
(6 415
069)
|
(11 782 638)
|
Finance
income
|
7
|
321 326
|
22
354
|
211 974
|
Net cash used in investing
activities
|
|
(9 421
396)
|
(7 869 819)
|
(14 919 362)
|
Cash flows from financing
activities
|
|
|
|
|
Finance
expenses
|
7
|
(392
609)
|
(209
479)
|
(890 945)
|
Lease
payments
|
19
|
(163
009)
|
(193
149)
|
(375 660)
|
Warrant
reserve
|
|
-
|
-
|
143
296
|
Net
proceeds from issue of shares
|
21
|
-
|
-
|
2 303 150
|
Proceeds
from issue of July convertible loan notes (equity)
|
|
-
|
4 848 214
|
4 868 023
|
Proceeds
from issue of July convertible loan notes (debt)
|
|
-
|
2 446 977
|
2 446 977
|
Proceeds
from issue of November convertible loan notes (debt)
|
|
-
|
-
|
5 359 794
|
Proceeds
from issue of November convertible loan notes (derivative
liability)
|
|
-
|
-
|
2 155 674
|
Proceeds
from issue of November royalty debt
|
|
-
|
-
|
9 522 780
|
Proceeds
from bank borrowings
|
15
|
6 727
515
|
369
238
|
2 127 221
|
Repayment
of bank borrowings
|
15
|
(2 735
686)
|
(425
792)
|
(2 438 797)
|
Net cash generated from
financing activities
|
|
3 436
211
|
6 836
009
|
25 221
513
|
Net (decrease)/increase in
cash and cash equivalents
|
|
(7 649
848)
|
(1 106
663)
|
6 565
269
|
Cash and
cash equivalents at the beginning of the period
|
|
14 505 800
|
8 205
705
|
8 205 705
|
Foreign
exchange differences
|
|
(752
328)
|
(412
121)
|
(265 174)
|
Cash and cash equivalents at
the end of the period
|
|
6 103
624
|
6 686 921
|
14 505
800
|
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL
INFORMATION
For the period ended 31 August 2024
1.
Corporate information and principal activities
Andrada Mining Limited ("Andrada")
was incorporated and domiciled in Guernsey on 1 September 2017 and
admitted to the AIM market in London on 9 November 2017. The
Company's registered office is at PO Box 282, Oak House, Hirzel
Street, St Peter Port, Guernsey GY1 3RH and it operates from Illovo
Edge Office Park, 2nd Floor, Building 3, Corner Harries and Fricker
Road, Illovo, Johannesburg, 2116, South Africa. This financial
information is for the period ended 31 August 2024 and comparative
figures for the six-month period ended 31 August 2023 and for the
year ended 29 February 2024 are shown.
As at 31 August 2024, the Andrada Group
comprised:
Company
|
Equity holding and voting
rights
At 31 August
2024
|
Equity holding and voting
rights
At 31 August
2023
|
Country of
incorporation
|
Nature of
activities
|
Andrada
Mining Limited
|
N/A
|
N/A
|
Guernsey
|
Ultimate
holding company
|
Greenhills Resources Limited1
|
100%
|
100%
|
Guernsey
|
Holding
company
|
Andrada
Mining Pty Limited1
|
100%
|
100%
|
South
Africa
|
Group
support services
|
Tantalum
Investment Pty Limited1
|
100%
|
100%
|
Namibia
|
Tin &
tantalum exploration
|
Andrada
Mining (Namibia) Pty Limited2
|
100%
|
100%
|
Namibia
|
Tin,
tantalum & lithium operations
|
Uis Tin
Mining Company Pty Limited3
|
100%
|
100%
|
Namibia
|
Tin,
tantalum & lithium operations
|
Mokopane
Tin Company Pty Limited2
|
100%
|
100%
|
South
Africa
|
Holding
company
|
Renetype
Pty Limited4
|
74%
|
74%
|
South
Africa
|
Tin &
tantalum exploration
|
Jaxson
641 Pty Limited4
|
50%
|
50%
|
South
Africa
|
Tin &
tantalum exploration
|
Pamish
Investments 71 Pty Limited2
|
100%
|
100%
|
South
Africa
|
Holding
company
|
Zaaiplaats Mining Pty Limited5
|
74%
|
74%
|
South
Africa
|
Property
owning
|
Uis Tin
Mining Company Rwanda Limited2
|
100%
|
100%
|
Rwanda
|
Tin &
tantalum exploration
|
Grace
Simba Investments Pty Limited
|
100%
|
N/A
|
Namibia
|
Tin,
tantalum & lithium exploration
|
Grace
Timon Investments Pty Limited
|
100%
|
N/A
|
Namibia
|
Tin,
tungsten & copper exploration
|
1
Held directly
by Andrada Mining Limited
2 Held by Greenhills
Resources Limited
3 Held by Andrada Mining
(Namibia) Pty Limited. Acquired 15% non-controlling interest during
the period.
4 Held by Mokopane Tin
Company Pty Limited
5 Held by Pamish Investments
71 Pty Limited
This financial information is
presented in Pound Sterling (£) because that is the currency in
which the Group has raised funding on the AIM market in the United
Kingdom. Furthermore, Pound Sterling (£) is the functional currency
of the ultimate holding company, Andrada Mining Limited. The
Group's key subsidiaries, Andrada Namibia and Uis Tin Mining Company Pty Limited
("UTMC"), use the Namibian Dollar ("NAD")
as their functional currency. The period-end spot rate used to
translate all Namibian Dollar balances was £1 = NAD23.42 and the
average rate for the period was £1 = NAD23.51.
2. MATERIAL
ACCOUNTING POLICIES
a. Basis of
accounting
The consolidated interim financial
information has been prepared in accordance with UK-adopted
international accounting standards. The consolidated interim
financial information also complies with the AIM Rules for
Companies, NSX Listing Requirements, OTCQB Listing Requirements and
the Companies (Guernsey) Law, 2008 and shows a true and fair
view.
The material accounting policies
applied in preparing these consolidated financial statements are
set out below. These policies have been consistently applied
throughout the period. The consolidated financial statements have
been prepared under the historical cost convention except as where
stated.
The interim financial information
for the six months to 31 August 2024 is unaudited and does not
constitute statutory financial information. The statutory accounts
for the year ended 29 February 2024 are available on the Company's
website.
b. Going
concern
The Group closely monitors and
manages its liquidity risk and day-to-day working capital
requirements. Cash forecasts are regularly produced, considering
the global logistical challenges around sales, to ensure that there
is sufficient cash within the Group to meet its obligations. The
Group runs sensitivities for different scenarios, including but not
limited to changes in commodity prices and exchange rates. The
Group also routinely monitors the covenants associated with the
borrowing facilities and proactively engages with Bank Windhoek,
the lender, where there is any risk. The Group met the covenant
requirements for the 31 August 2024 measurement period and, based
on the latest forecasts, the Group will be able to meet its
covenant obligations for the testing period to February 2025. For
the purpose of assessing going concern, the Directors have prepared
forecasts to November 2026.
The main estimates considered as
part of the Directors' going concern assessment are production
profiles, tin, lithium and tantalum prices, exchange rates and
committed capital. The production profile is based on the Group's
current achieved production post the completion of the expansion
project, as well as the additional production on the successful
completion of the continuous improvement capital project and ore
sorter projects. In addition, the Group successfully raised £7.1m
through the funding of Bank Windhoek, secured a partnership with
SQM for the Lithium Ridge project, and maintains the possibility of
future funding through a strategic partner. This further supports
the liquidity requirements of the Group and its ability to meet its
obligations in the ordinary course of business. The Group also
retains the ability to flex its ongoing exploration and
metallurgical capital expenditures in line with cash availability
as well as macro-economic circumstances.
Based on the forecasts, additional
funding will be required within the next 12 months for the purpose
of envisaged capital and exploration projects without a strategic
partner. As the Group is also entering a new market with reference
to lithium sales, which are close to near-term production, the cash
flow forecast has assumed the successful completion of the lithium
pilot plant in order to deliver the business strategy. Further
funding would be required for additional exploration and capital
projects as well as studies related to the feasibility of the
future growth phases. The Group believes it has several options
available to it, including but not limited to use of the overdraft
facility, restructuring of the debt, additional debt or equity,
cost reduction strategies as well as potential off-take
arrangements. The Directors are already at an advanced stage of
securing additional funding for the next 12 months. However, this
is yet to be finalised as at the date of approval of the financial
statements. Thus, the Group is reliant on additional funding, which
is not guaranteed. This indicates the existence of a material
uncertainty which may cast significant doubt on the Group's ability
to continue as a going concern and, therefore, the Group may be
unable to realise its assets and discharge its liabilities in the
ordinary course of business.
As a result of their review, and
despite the aforementioned material uncertainty, the Directors have
confidence in the Group's forecasts and that additional funding
will be forthcoming. Accordingly, the Directors continue to adopt
the going concern basis in preparing the consolidated financial
statements. The financial statements do not include any adjustments
that would result if the Group were unable to continue as a going
concern.
c. Basis of
consolidation
i.
Subsidiaries
Subsidiaries are all entities
(including structured entities) over which the Group has control.
The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated
from the date that control ceases. Inter-company transactions,
balances and unrealised gains/losses on transactions between Group
companies are eliminated. When necessary, amounts reported by
subsidiaries have been adjusted to conform with the Group's
accounting policies.
A change in the ownership interest
of a subsidiary, without a loss of control, is accounted for as an
equity transaction. Any excess or deficit of consideration paid
over the carrying amount of the non-controlling interests is
recognised in equity of the parent in transactions where the
non-controlling interests are acquired or sold without loss of
control. The Group has elected to recognise this effect in retained
earnings.
ii. Non-controlling
interests
Non-controlling interests in
subsidiaries are identified separately from the Group's equity
therein. Those interests of non-controlling shareholders that
present ownership interests entitling their holders to a
proportionate share of the net assets upon liquidation are
initially measured at fair value. Subsequent to acquisition, the
carrying amount of non-controlling interests is the amount of those
interests at initial recognition plus the non-controlling
interests' share of subsequent changes in equity. Total
comprehensive income is attributed to non-controlling interests
even if this results in the non- controlling interests having a
deficit balance.
d. Critical
accounting estimates and judgements
In the application of the Group's
accounting policies, the Directors are required to make judgements,
estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical
experience and other factors that are relevant. Actual results may
differ from these estimates. Information about significant areas of
estimation uncertainty considered by management in preparing the
interim financial information is provided below.
Estimates and judgements are
continually evaluated. Revisions to accounting estimates are
recognised in the period in which the estimates are revised if the
revision affects only that period, or in the period of revision and
in future periods if the revision affects both current and future
periods.
i. Going concern and
liquidity
Significant estimates were
required in forecasting cash flows used in the assessment of going
concern, including tin, tantalum and lithium prices, levels of
production, operating costs, and capital expenditure requirements.
For further details, refer to the going concern considerations laid
out earlier in Note 2(b).
ii. Decommissioning and
rehabilitation obligations
Estimating the future costs of
environmental and rehabilitation obligations is complex and
requires management to make estimates and judgements, as most of
the obligations will be fulfilled in the future and contracts and
laws are often not clear regarding what is required. The resulting
provisions (see Note 18) are further influenced by changing
technologies and by political, environmental, safety, business, and
statutory considerations.
The Group's rehabilitation
provision is based on the net present value of management's best
estimates of future rehabilitation costs. Judgement is required in
establishing the disturbance and associated rehabilitation costs at
period end, timing of costs, discount rates, and inflation. In
forming estimates of the cost of rehabilitation which are
risk-adjusted, the Group assessed the Environmental Management Plan
and reports provided by internal and external experts. Actual costs
incurred in future periods could differ materially from the
estimates, and changes to environmental laws and regulations, life
of mine estimates, inflation rates, and discount rates could affect
the carrying amount of the provision.
In determining the amount
attributable to the rehabilitation liability, management used a
risk-free discount rate of 12.31% (August 2023: 13% and February
2024: 12.31%), an inflation rate of 4.8% (August 2023: 5.3% and
February 2024: 4.8%) and an estimated mining period of 12.1 years
(August 2023: 12.9 years and February 2024: 12.6 years), being the
Phase 1 expansion life of mine. The rates used are in line with the
Namibian market rates. The decrease in the mining period is as a
result of the increased mining volumes post the Phase 1 Expansion.
The carrying amount of the rehabilitation obligations for the Group
at 31 August 2024 was £1 270 629 (August 2023: £912 550 and
February 2024: £1 152 121).
iii.
Impairment indicator assessment for exploration and evaluation
assets
Determining whether an exploration
and evaluation asset is impaired requires an assessment of whether
there are any indicators of impairment, including specific
impairment indicators prescribed in IFRS 6 "Exploration for and
Evaluation of Mineral Resources". If there is any indication of
potential impairment, an impairment test is required based on value
in use of the asset. The valuation of intangible exploration assets
is dependent upon the discovery of economically recoverable
deposits which, in turn, is dependent on future tin prices, future
capital expenditures, environmental and regulatory restrictions,
and the successful renewal of licences.
The Directors have concluded that
there are no indications of impairment in respect of the carrying
value of Namibian intangible assets at 31 August 2024 based on
planned future development of the Namibian projects and current and
forecast tin prices. Exploration and evaluation assets are
disclosed fully in Note 10.
iv. Impairment
assessment for property, plant and equipment
Management has reviewed the Uis
Tin Mine for indicators of impairment and has considered, among
other factors, the operations to date at the Uis Tin Mine, forecast
commodity prices, production profile, inflation rate, post-tax real
discount rate and market capitalisation of the Group. Management
identified the reduction in the tin price as an indicator of
impairment. In undertaking the impairment review, management has
also reviewed the underlying life of mine ("LoM") valuation model
for Uis. The LoM valuation model is on a fair value less cost to
develop basis and includes assessments of different scenarios
associated with capital improvements and expansion opportunities.
The impairment testing performed by management did not result in an
impairment.
The forecasts require estimates
regarding forecast tin, tantalum and lithium prices, ore resources,
production, operating and capital costs. Under the base case
forecast scenario, management used a forecast tin price of
$26 000, tantalum price of $150 000, lithium price of $2
960 dropping to $1 051 in FY 2027, a post-tax real discount rate of
8.7%, an inflation rate of 5.5%, and a life of mine of 30 years.
The forecast indicates sufficient headroom as at 31 August
2024.
The complex judgement in
determining the recoverable amount of mining assets requires an
estimation of the future tin price. The estimation of future tin
price is subject to uncertainty considering the volatility of the
market. Management has therefore compared the forecast tin price
with the economic consensus estimates. Furthermore, a sensitivity
analysis was performed by lowering the forecast tin prices by 5%,
which also indicated sufficient headroom as at 31 August
2024.
As an additional test, management
performed certain sensitivity calculations. These included raising
the discount rate to 9.7% post-tax real rate, lowering plant
recovery by 5% and increasing operating costs by 5%. In each of
these circumstances, the forecast indicated sufficient headroom as
at 31 August 2024.
v. Depreciation
Judgement is applied in making
assumptions about the depreciation charge for mining assets when
using the unit-of-production method in estimating the ore tonnes
held in reserves. The relevant reserves are those included in the
current approved LoM plan, which relates to the Phase 1 expansion.
Judgement is also applied when assessing the estimated useful life
of individual assets and residual values. The assumptions are
reviewed at least annually by management, and the judgement is
based on consideration of the LoM plan as well as the nature of the
assets. The reserve assumptions included in the LoM plan are
evaluated by management.
vi.
Capitalisation and depreciation of waste
stripping
The Group has elected to
capitalise the costs of waste stripping activities as these are
necessary to allow improved access to the ore and, therefore, will
result in future economic benefits. The costs of drilling,
blasting, and load and haul of waste material are capitalised until
such time that the underlying ore is used in production. These
costs are then expensed on a proportional basis. The capitalised
costs are included in the mining asset in property, plant and
equipment and are expensed back into the statement of comprehensive
income as depreciation. Capitalisation of waste stripping requires
the Group to make judgements and estimates in determining the
amounts to be capitalised. These judgements and estimates include,
among others, the expected life of mine stripping ratio for each
separate open pit, the determination of what defines separate pits,
and the expected volumes to be extracted from each component of a
pit for which the stripping asset is depreciated.
vii. Determination
of ore reserves
The estimation of ore reserves
primarily impacts the depreciation charge of evaluated mining
assets, which are depreciated based on the quantity of ore
reserves. Reserve volumes are also used in calculating whether an
impairment charge should be recorded where an impairment indicator
exists.
The Group estimates its ore
reserves and mineral resources based on information compiled by
appropriately qualified persons relating to geological and
technical data on the size, depth, shape, and grade of the ore body
and related to suitable production techniques and recovery rates.
The estimate of recoverable reserves is based on factors such as
tin prices, future capital requirements and production costs, along
with geological assumptions and judgements made in estimating the
size and grade of the ore body. There are numerous uncertainties
inherent in estimating ore reserves and mineral resources.
Consequently, assumptions that are valid at the time of estimation
may change significantly if or when new information becomes
available.
viii. Valuation of
inventories
Judgement is applied in making
assumptions about the value of inventories and inventory
stockpiles, including tin prices, plant recoveries and processing
costs, to determine the extent to which the Group values inventory
and inventory stockpiles. The Group uses forecast tin prices to
determine the net realisable value of the run of mine ("ROM")
stockpile and the tin concentrate inventory on hand at period end.
Inventory stockpiles are measured using actual mining and
processing costs.
ix.
Determining the fair value of royalty debt
The measurement of the royalty
obligation factors in numerous key inputs, and management makes use
of a technical expert. These inputs include the forecast of the tin
production and price over a period of 30 years, the risk-free rate
and the credit spread. The tin price forecast was based on
estimates provided by the Group as of 31 August 2024. The risk-free
rate was based on the United States Constant Maturity Treasury
rates commensurate with the terms as of the valuation date, as
reported on the Federal Reserve website. The Group used a credit
spread of 10.58% computed by backsolving the convertible notes to
par and further adjusted down 3.5% to account for the lower risk
factor as a result of the ongoing operations at Uis Tin Mining
Company. The operating subsidiary attracts a lower risk factor due
to it being closely aligned to the underlying tin mining operation
and its performance since commissioned, relative to the holding
company, which is implicitly subordinated. The royalty obligation
is measured at fair value through profit and loss.
x. Fair value estimation on
the consideration paid during the acquisition of mining
rights
As part of the accounting for the
acquisition of the non-controlling interest in UTMC, part of the
consideration was settled using the ML 129 licence. Due to the
nature of the assets, certain exploration activities were
undertaken, but the information gathered was insufficient to
delineate a Mineral Resource as defined by the JORC 2012 (Joint Ore
Reserves Committee) Mineral Reporting Code, or any other broadly
accepted mineral reporting standard. When the fair value of assets
recorded in the statement of financial position cannot be measured
based on quoted prices in active markets, their fair value is
measured using valuation techniques including the discounted cash
flow ("DCF") model.
The inputs to these models are
taken from observable markets where possible, but where this is not
feasible, a degree of judgement is required in establishing fair
values. As a result, management estimated the fair value to be
equivalent to the exploration costs, which served as the base
amount for the transaction.
3. Adoption
of new and revised standards
The following amendments,
standards and interpretations were adopted by the Group from 1
March 2023:
· Amendments to IAS
12 - International Tax Reform - Pillar Two Model Rules
· Lease Liability
in a Sale and Leaseback - Amendments to IFRS 16 Leases
· Classification of
Liabilities as Current or Non-Current and Non-current Liabilities
with Covenants - Amendments to IAS 1 Presentation of Financial
Statements
· Amendments to IAS
7 - Statement of Cash Flows and IFRS 7 Financial Instruments:
Disclosures - Supplier Finance Arrangements
· Amendments to IAS
12 Income Taxes - Deferred Tax related to Assets and Liabilities
arising from a Single Transaction
· Amendments to IAS
1 - Presentation of Financial Statements and IFRS Practice
Statement 2 Making Judgements - Disclosure of Accounting
Policies
These amended standards and interpretations have not had a
significant impact on the consolidated financial
statements.
Accounting standards and interpretations not
applied
The following standards,
interpretations and amendments are effective for the period
beginning 1 March 2024:
· Lack of
Exchangeability - Amendments to IAS 21 - The Effects of Changes in
Foreign Exchange Rates
· Amendments to the
Classification and Measurement of Financial Instruments -
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial
Instruments: Disclosures
· Annual
improvements to IFRS 1 (First-time Adoption of International
Financial Reporting Standards), IFRS 7 (Financial Instruments:
Disclosures and its accompanying guidance on implementing IFRS 7),
IFRS 9 (Financial Instruments), IFRS 10 (Consolidated Financial
Statements) and IAS 7 (Statement of Cash Flows).
· Amendments to IAS
1 - Classification of Liabilities as Current or Non-current and
Non-current Liabilities with Covenants.
The updated standards,
interpretations and amendments may have a significant impact on the
consolidated financial statements in the future as the Group holds
financial instruments recognised under IFRS 9 and IFRS
7.
4.
Revenue
£
|
6 months
ended
31 August 2024
(unaudited)
|
6
months ended
31
August 2023 (unaudited)
|
12
months ended
29
February 2024 (audited)
|
Revenue
from the sale of tin
|
10 616 981
|
8 863
854
|
17 863
275
|
Revenue
from the sale of tantalum
|
64
021
|
-
|
-
|
Revenue from the sale of
lithium
|
3
147
|
-
|
-
|
Revenue
from the sale of sand
|
2
219
|
24
009
|
45
673
|
Total revenue from
customers
|
10 686
368
|
8 887 863
|
17 908 948
|
Other
revenue - change in fair value of
customer
contract
|
128
328
|
(40 866)
|
58
941
|
Total
revenue
|
10 814
696
|
8 846 997
|
17 967 889
|
5. Cost of
sales
£
|
6 months
ended
31 August 2024
(unaudited)
|
6
months ended
31
August 2023 (unaudited)
|
12
months ended
29
February 2024 (audited)
|
Costs of production
|
6 767
762
|
6 340
380
|
14 178
153
|
Smelter charges
|
707
024
|
643
468
|
1 328
387
|
Logistics costs
|
88
599
|
79
401
|
154
932
|
Government royalties
|
356
069
|
261
790
|
484
976
|
Orion royalties
|
312
896
|
-
|
101
300
|
|
8 232 350
|
7 325 039
|
16 247 748
|
6.
Administrative expenses
The loss
for the period has been arrived at after charging:
£
|
6 months
ended
31 August 2024
(unaudited)
|
6
months ended
31
August 2023 (unaudited)
|
12
months ended
29
February 2024 (audited)
|
Staff
costs
|
2
062 219
|
1 216
022
|
4 261
360
|
Depreciation of property, plant and equipment
|
259 565
|
209
960
|
452
769
|
Professional fees
|
936 654
|
1 089
805
|
1 972
100
|
Travelling expenses
|
278 456
|
153
875
|
459
919
|
Uis
administration expenses
|
913 461
|
484
264
|
1 259
206
|
Auditor's
remuneration
|
-
|
5
350
|
240
000
|
Foreign
exchange (gains)/losses
|
(718 347)
|
305
870
|
260
061
|
IT
costs
|
278 443
|
199
685
|
356
396
|
Listing
costs
|
243 064
|
305
870
|
530
677
|
Other
costs
|
26 233
|
60
603
|
167
061
|
|
4 279
748
|
4 031 304
|
9 959 549
|
Other
costs mainly consist of corporate overheads necessary to run the
South African head office.
7. Finance
INCOME AND EXPENSES
£
|
6 months
ended
31 August 2024
(unaudited)
|
6
months ended
31
August 2023 (unaudited)
|
12
months ended
29
February 2024 (audited)
|
Finance
expenses
|
|
|
|
Interest
on lease liability
|
39 899
|
50
506
|
98
923
|
Interest
on environmental rehabilitation liability
|
73 363
|
13
851
|
118
694
|
Interest on bank facility
|
249 387
|
150
915
|
275
807
|
Interest on convertible loan notes
|
761 628
|
19
809
|
488
383
|
Transaction cost on royalty debt
|
-
|
-
|
456
062
|
Fair value loss on royalty debt
|
806 849
|
-
|
87
561
|
Interest on warrants
|
-
|
16
187
|
-
|
Other interest expenses
|
143 221
|
58
564
|
159
076
|
|
2 074
347
|
309 832
|
1 684 506
|
Finance
income
|
|
|
|
Fair value gain on embedded derivative
|
-
|
-
|
743
965
|
Interest income on bank balances
|
321
326
|
22
354
|
211
975
|
|
321 326
|
22 354
|
955 940
|
8.
Taxation
The tax expense represents the
sum of the tax currently payable and deferred tax.
£
|
6 months
ended
31 August 2024
(unaudited)
|
6
months ended
31
August 2023 (unaudited)
|
12
months ended
29
February 2024 (audited)
|
Factors
affecting tax for the period -
The tax assessed for the period at the Guernsey
corporation tax charge rate of 0%, as explained below
|
|
|
|
Loss before
taxation
|
(3 199 373)
|
(2 776
241)
|
(8 870 559)
|
Profit/(loss) before taxation multiplied by the Guernsey
corporation tax charge rate of 0%
|
-
|
-
|
-
|
Effects
of:
|
|
|
|
Differences in tax rates (overseas jurisdictions)
|
(2 668
734)
|
(548
888)
|
(2 125
662)
|
Tax
losses carried forward
|
2
668 734
|
548
888
|
2 125
662
|
Movement
in deferred tax
|
-
|
-
|
|
Tax for the
period
|
-
|
-
|
-
|
Accumulated losses in the subsidiary undertakings for which
there is an unrecognised deferred tax asset are
£16 421 555 (August 2023: £9 379 913 and February
2024: £13 903 618)
9. Loss per
share from continuing operations
The calculation of a basic loss
per share of 0.21 pence (August 2023: loss per share of 0.18 pence
and February 2024: loss per share of 0.56 pence) is calculated
using the total loss for the period attributable to the owners of
the Company of £3 215 983 (August 2023: loss of
£2 755 819 and February 2024: loss of £8 438 465)
and the weighted average number of shares in issue during the
period of 1 591 793 522 (August 2023: 1 538 528 155 and
February 2024: 1 551 422 631). Due to the loss for the period, the
diluted loss per share is the same as the basic loss per share. The
number of potentially dilutive ordinary shares in respect of share
options, warrants and shares to be issued as at 31 August 2024 is
165 830 346 (August 2023: 76 309 563 and February 2024: 165
625 801). These potentially dilutive ordinary shares may have a
dilutive effect on future earnings per share.
10. Intangible
assets
£
|
Exploration and evaluation
assets
|
Computer
software
|
Total
|
Cost
|
|
|
|
As at 31 August
2023
|
8 335
011
|
107
158
|
8 442
169
|
Additions
for the period - other expenditure
|
2
265 785
|
33 864
|
2
299 649
|
Exchange
differences
|
(166
104)
|
(2
481)
|
(168
585)
|
As at 29 February
2024
|
10 434
692
|
138
541
|
10 573
233
|
Additions
for the period - other expenditure
|
1
514 449
|
-
|
1
514 449
|
Disposal
of ML 129
|
(1 233 322)
|
-
|
(1 233 322)
|
Exchange
differences
|
303 465
|
3
319
|
306 784
|
As at 31 August
2024
|
11 019
284
|
141
860
|
11 161
144
|
Accumulated
depreciation
|
|
|
|
As at 31 August
2023
|
-
|
40
892
|
40
892
|
Charge
for the period
|
-
|
12 871
|
12 871
|
Exchange
differences
|
-
|
(465)
|
(465)
|
As at 29 February
2024
|
-
|
53
298
|
53
298
|
Charge
for the period
|
-
|
9
111
|
9
111
|
Exchange
differences
|
-
|
36
|
36
|
As at 31 August
2024
|
-
|
62
445
|
62
445
|
Net book
value
|
|
|
|
As at 31 August
2024
|
11 019
284
|
79
415
|
11 098
699
|
As at 29 February
2024
|
10 434
692
|
85
245
|
10 519
937
|
As at 31 August
2023
|
8 335
011
|
66
267
|
8 401
278
|
The additions to the evaluation
and exploration asset during the period mainly consist of expenses
capitalised as part of the Phase 2 exploration drilling project,
the metallurgical test work programme, environmental studies, and
region exploration projects.
11. Property, plant and
equipment
£
|
Land
|
Mining asset under
construction
|
Mining
asset
|
Mining asset
- stripping
|
Decommissioning
asset
|
Right-of-use
asset
|
Computer equipment
|
Furniture
|
Vehicles
|
Mobile equipment
(crane)
|
Buildings
|
Exploration & evaluation
assets
|
Total
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 August
2023
|
10
486
|
4 430
008
|
23 079
704
|
4 223
054
|
864
604
|
1 468
964
|
330
455
|
301
521
|
389
473
|
406
727
|
241
249
|
-
|
35 746
245
|
Additions
for the period
|
-
|
299
|
2
395 627
|
2
402 562
|
161 029
|
70
001
|
31
326
|
72
180
|
(940)
|
-
|
-
|
-
|
5 132
084
|
Disposals
for the period
|
-
|
-
|
-
|
-
|
-
|
(278
342)
|
-
|
-
|
-
|
-
|
-
|
-
|
(278 342)
|
Transfer
between categories of assets
|
-
|
(4 539
480)
|
655 489
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
3
883 991
|
-
|
Foreign
exchange differences
|
(201)
|
835 262
|
(1 229
086)
|
(143
163)
|
(21
975)
|
(12
460)
|
(6
635)
|
(7
497)
|
(6
496)
|
(7
766)
|
(4
607)
|
(131
864)
|
(736 488)
|
As at 29 February
2024
|
10
285
|
726
089
|
24 901
734
|
6 482
453
|
1 003
658
|
1 248
163
|
355
146
|
366
204
|
382
037
|
398
961
|
236
642
|
3 752
127
|
39 863
499
|
Additions
for the period
|
-
|
4
192 209
|
1
834 375
|
1
423 280
|
-
|
-
|
345 497
|
27
669
|
-
|
-
|
424 878
|
-
|
8 247
908
|
Disposals
for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Transfer
between categories of assets
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Foreign
exchange differences
|
400
|
27
605
|
904 164
|
258 459
|
39
072
|
50
614
|
15
174
|
14
345
|
14
872
|
15
531
|
10
903
|
146 069
|
1 497
208
|
As at 31 August
2024
|
10
685
|
4 945
903
|
27 640
273
|
8 164
192
|
1 042
730
|
1 298
777
|
715
817
|
408
218
|
396
909
|
414
492
|
672
423
|
3 898
196
|
49 608
615
|
Accumulated
depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 August
2023
|
-
|
-
|
3
219 285
|
1
807 581
|
52
872
|
631 985
|
178 530
|
118 936
|
106 043
|
50
158
|
9
790
|
-
|
6 175
180
|
Charge for
the period
|
-
|
-
|
925 360
|
654 830
|
32
791
|
(78
157)
|
39
027
|
40
187
|
30
530
|
15
965
|
10
144
|
-
|
1 670
677
|
Exchange
differences
|
-
|
-
|
(77
852)
|
(50
539)
|
(1
780)
|
(10
251)
|
(4
358)
|
(3
341)
|
(2
743)
|
(1
316)
|
(508)
|
-
|
(152 688)
|
As at 29 February
2024
|
-
|
-
|
4
066 793
|
2
411 872
|
83
883
|
543 577
|
213 199
|
155 782
|
133 830
|
64
807
|
19
426
|
-
|
7 693
169
|
Charge for
the period
|
-
|
-
|
881 002
|
821 613
|
32
640
|
138 529
|
86
427
|
29
238
|
30
850
|
17
226
|
10
932
|
7
400
|
2 055
857
|
Exchange
differences
|
-
|
-
|
149 161
|
97
162
|
3
395
|
26
787
|
8
658
|
6
167
|
5
333
|
2
591
|
800
|
29
|
300
083
|
As at 31 August
2024
|
-
|
-
|
5 096
956
|
3 330
647
|
119
918
|
708
893
|
308
284
|
191
187
|
170
013
|
84
624
|
31
158
|
7 429
|
10 049
109
|
Net book
value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 August
2024
|
10
685
|
4 945
903
|
22 543
317
|
4 833
545
|
922
812
|
589
884
|
407
533
|
217
031
|
226
896
|
329
868
|
641
265
|
3 890
767
|
39 559
506
|
As at 29 February
2024
|
10
285
|
726
089
|
20 834
941
|
4 070
581
|
919
775
|
704
586
|
141
947
|
210
422
|
248
207
|
334
154
|
217
216
|
3 752
127
|
32 170
329
|
As at 31 August
2023
|
10
486
|
4 430
008
|
19 860
419
|
2 415
473
|
811
732
|
836
979
|
151
925
|
182
585
|
283
429
|
356
569
|
231
458
|
-
|
29 571
064
|
Additions to the mining asset
under construction include capitalised costs and equipment
purchased as part of the ore sorting circuit. Additions to the
mining asset include capitalised costs and equipment purchased as
part of the Uis Phase 1 Continuous Improvement project.
12.
Inventories
£
|
6 months
ended
31 August 2024
(unaudited)
|
6 months ended
31
August 2023 (unaudited)
|
12 months ended
29
February 2023 (audited)
|
Run-of-mine stockpile
|
2
117 401
|
1 669
176
|
1 119
710
|
Tin
concentrate on hand
|
2
345 151
|
723
747
|
954
059
|
Consumables
|
1
287 555
|
778
752
|
874
849
|
|
5 750
107
|
3 171 674
|
2 948 618
|
13. Trade and other
receivables
£
|
6 months
ended
31 August 2024
(unaudited)
|
6
months ended
31 August 2023 (unaudited)
|
12
months ended
29
February 2024 (audited)
|
Trade
receivables
|
163 384
|
305
410
|
192
829
|
Trade
receivables at fair value through profit
or
loss
|
582 081
|
432
220
|
485
235
|
Other
receivables
|
706 157
|
951
525
|
3 519
565
|
VAT
receivables
|
2
953 849
|
1 207
817
|
1 852
836
|
|
4 405
471
|
2 896 972
|
6 050 465
|
14. Cash and cash
equivalents
£
|
6 months ended 31 August
2024 (unaudited)
|
6
months ended
31 August 2023 (unaudited)
|
12
months ended
29
February 2024 (audited)
|
Cash on
hand and in bank
|
6 103 624
|
6 686 921
|
14 505 800
|
15.
Borrowings
£
|
6 months ended 31 August
2024 (unaudited)
|
6
months ended
31 August 2023
(unaudited)
|
12
months ended
29
February 2024 (audited)
|
Standard
Bank term loan facility
|
-
|
3 387
437
|
2 559
845
|
Standard
Bank VAT facility
|
-
|
313
186
|
307
206
|
Standard
Bank vehicle asset financing
|
461 960
|
528
064
|
517
982
|
Standard
Bank working capital facility
|
-
|
1 472
644
|
-
|
Development Bank of Namibia term loan facility
|
4
803 752
|
-
|
2 269
475
|
Bank
Windhoek term loan facility
|
4
297 469
|
-
|
-
|
Bank
Windhoek short-term loan facility
|
319
165
|
-
|
-
|
Convertible loan note debt component
|
7
861 245
|
2 466 788
|
8 295
155
|
|
17 743 591
|
8 168
119
|
13 949 663
|
The
following is the split between the current and the non-current
portion of the liability:
£
|
6 months
ended
31 August 2024
(unaudited)
|
6
months ended
31
August 2023 (unaudited)
|
12
months ended
29
February 2024
(audited)
|
Non-current liability
|
1 523 174
|
3 839 746
|
4 061 447
|
Current
liability
|
16 220 417
|
4 328 373
|
9 888 216
|
|
17 743
591
|
8 168
119
|
13 949
663
|
During 2022, a vehicle asset
financing facility to the value of N$15 000 000 (c. £640 500) was
provided by Standard Bank Namibia. Interest accrues on this
facility at the Namibian prime rate less 1%.
On 21 July 2023, the Group issued
77 unsecured convertible loan notes of £100 000 each to new and
existing investors. The notes have a term of 3 years, bear interest
at a rate of 12% per annum and can be redeemed at the option of the
Group or converted into ordinary shares at a fixed price of 9.45 by
mutual agreement between the Group and the note holders. As per IAS
32 and IFRS 9, the fair value of the proceeds of the notes
consisted of a liability and an equity component. Refer to the
Statement of Changes in Equity for the equity portion of this
instrument.
On 5 September 2023, the
Development Bank of Namibia ("DBN") served notice confirming that
all conditions had been fulfilled or waived and that financial
close had occurred. Accordingly, the Group received the 1st
drawdown of N$50m (c. £2 135 000) in September 2023 and the 2nd
drawdown of the same amount in March 2024, totalling an amount of
N$100m (c. £4 270 000). These Funds are being used to expedite the
implementation of the Uis Mine Stage II Continuous Improvement
Programme.
On 22 November 2023, a US$25 000
000 (c. £19 005 000) funding packing was concluded with Orion
Resource Partners. This includes US$2 500 000 (c. £1 900 500)
equity, a US$10 000 000 (c. £7 600 000) convertible loan note and a
US$12.5m (c. £9 500 000) unsecured tin royalty. The equity and loan
note will be used to accelerate Andrada's overall strategy of
achieving commercial production of its lithium, tin and tantalum
revenue streams. The royalty funds will be used for the sole
purpose of increasing Andrada's tin production as it ramps up its
capital programmes over the next 2 years.
On 6 August 2024, Uis Tin Mining
Company agreed a N$100 000 000 (c. £4 270 000)
term loan with Bank Windhoek. The loan will have a term of 6 years
and will incur interest at the Namibian prime rate plus 1%. Bank
Windhoek will provide short-term loan facilities of up to
N$15 000 000 (c. £630 000) for use as cash flow against
future VAT payments. It is intended that the short-term loan will
be provided for 12 months and will incur interest at the Namibian
prime rate. The short-term loan will be repaid to the bank upon
receipt of refunds from the Namibia Revenue Agency. In
addition to the lending facilities, Bank Windhoek will
provide Andrada Mining (Namibia) with a N$10 000 000
(c. £427 000) guarantee to the Namibia Power
Corporation in relation to a deposit against the right to a supply
of electrical power. This guarantee will incur a small fee payable
at six-month intervals.
As a result of the new facilities
offered by Bank Windhoek, the Group settled the balance of the term
loan and the VAT facility owed to Standard Bank Namibia.
16. OTHER FINANCIAL
LIABILITIES
£
|
6 months ended 31 August
2024 (unaudited)
|
6
months ended
31
August 2023 (unaudited)
|
12
months ended
29
February 2024 (audited)
|
Held at fair value through
profit and loss
|
|
|
|
Derivative liability
|
1
411 709
|
-
|
1 411
709
|
Royalty
debt
|
10
339 736
|
-
|
9 941
235
|
|
11 751
445
|
-
|
11 352 944
|
The
following is the split between the current and the non-current
portion of the liability:
£
|
6 months
ended
31 August 2024
(unaudited)
|
6
months ended
31 August 2023 (unaudited)
|
12
months ended
29
February 2024
(audited)
|
Non-current liability
|
1 009 294
|
-
|
966
519
|
Current
liability
|
10 742 151
|
-
|
10 386 425
|
|
11 751
445
|
-
|
11 352
944
|
On 22 November 2023, the Group
entered into an agreement with Orion Resource Partners (royalty
holder) whereby the holder purchased a gross revenue royalty for
US$12 500 000 (c. £9 502 625) from the Group. In
exchange for the gross revenue royalty, the Group is required to
make quarterly royalty payments to the holder based on the tin
mined and sold by the Group. At initial recognition, the royalty
transaction was measured at fair value of US$12 560 000 (c.
£9 548 238). In determining the fair value, management used a
credit spread rate of 10.58% and a risk-free rate of 5.54%. As at
31 August 2024, the fair value of the royalty debt was US$13 651
000.
The transaction also included the
issue of one hundred (100) unsecured convertible loan notes of $100
000 each. The loan notes are redeemable in 4 years from the issue
date. Written consent from the note holders is required in the
event that the loan notes are redeemed prior to the maturity date.
The interest accrues quarterly at 12% per annum. The noteholders
may, at any time before the redemption date, convert the loan notes
into Andrada ordinary shares in tranches of a minimum of US$100 000
at a conversion price of 9.45 pence per share. As at 31 August
2024, the derivative liability was measured to £1 411 709. In
determining the fair value of the derivative, management used a
credit spread of 16.12%.
17. Trade and other
payables
£
|
6 months ended 31 August
2024 (unaudited)
|
6
months ended
31 August 2023 (unaudited)
|
12
months ended
29
February 2023 (audited)
|
Trade
payables
|
3 673
937
|
2 652
507
|
2 518
885
|
Other
payables
|
747
212
|
518
574
|
1 875
733
|
Accruals
|
1 244
808
|
2 118
731
|
2 578
125
|
|
5 665 957
|
5 289 812
|
6 972 743
|
18. Environmental
rehabilitation liability
|
£
|
Balance at 31 August
2023
|
912
550
|
Increase
in provision
|
161 029
|
Interest
expense
|
104 843
|
Foreign
exchange differences
|
(26
301)
|
Balance at 29 February
2024
|
1 152
121
|
Increase
in provision
|
-
|
Interest
expense
|
73 363
|
Foreign
exchange differences
|
45 145
|
Balance at 31 August
2024
|
1 270
629
|
Provision for future environmental
rehabilitation and decommissioning costs are made on a progressive
basis. Estimates are based on costs that are regularly reviewed and
adjusted appropriately for new circumstances. The environmental
rehabilitation liability is based on disturbances and the required
rehabilitation as at 31 August 2024.
The rehabilitation provision
represents the present value of decommissioning costs relating to
the dismantling and sale of mechanical equipment and steel
structures related to the Phase 1 Plant, the Tantalum Circuit, the
Bulk Sample Processing Facility and the demolishing of civil
platforms and reshaping of earthworks. A provision for this
requires estimates and assumptions to be made around the relevant
regulatory framework, the magnitude of the possible disturbance and
the timing, extent and costs of the required closure and
rehabilitation activities. In calculating the appropriate
provision, cost estimates of the future potential cash outflows
based on current studies of the expected rehabilitation activities
and timing thereof are prepared. These forecasts are then
discounted to their present value using a risk-free rate specific
to the liability. In determining the amount attributable to the
rehabilitation liability, management used a discount rate of
12.31%, an inflation rate of 4.8% and an estimated mining period of
12.1 years. Actual rehabilitation and decommissioning costs will
ultimately depend upon future market prices for the necessary
rehabilitation works and the timing of when the mine ceases
operation.
19. Lease
liability
The Group
assessed all rental agreements and concluded that the following
rentals fall within the scope of IFRS 16 "Leases" and, therefore, a
lease liability has been raised:
£
|
Office
building
|
Workshop
|
Housing
|
Mobile
units
|
Vehicles
|
Total
|
Balance at 31 August
2023
|
428
701
|
7 706
|
201
090
|
937
|
131
047
|
769
481
|
Additions
|
-
|
45 029
|
47 430
|
-
|
-
|
92
459
|
Interest
expense
|
25 287
|
1
214
|
15 452
|
-
|
6
462
|
48
415
|
Lease
payments
|
(78
215)
|
(23
299)
|
(57
010)
|
(867)
|
(23
119)
|
(182 510)
|
Foreign
exchange differences
|
(7
074)
|
(1
169)
|
(4
362)
|
(70)
|
(2
108)
|
(14 783)
|
Balance at 29 February
2024
|
368
699
|
29
481
|
202
600
|
-
|
112
282
|
713
062
|
Additions
|
-
|
-
|
-
|
-
|
-
|
-
|
Interest
expense
|
23 029
|
863
|
10 385
|
-
|
5
621
|
39
898
|
Lease
payments
|
(61
263)
|
(23
551)
|
(54
824)
|
-
|
(23
371)
|
(163 009)
|
Foreign
exchange differences
|
14 201
|
1
057
|
7
710
|
-
|
4
300
|
27
268
|
Balance at 31 August 2024
|
344
666
|
7 850
|
165
871
|
-
|
98
832
|
617
219
|
The
following is the split between the current and the non-current
portion of the liability:
£
|
6 months
ended
31 August 2024
(unaudited)
|
6
months ended
31 August 2023 (unaudited)
|
12
months ended
29
February 2024
(audited)
|
Non-current liability
|
376 502
|
568
076
|
478
523
|
Current
liability
|
240 717
|
201
405
|
234
539
|
|
617
219
|
769 481
|
713 062
|
20. DEFERRED
CONSIDERATION
On 2 August 2024, the Group
acquired an additional 15% interest in the voting shares of its
subsidiary, Uis Tin Mining Company, from the Small Miners of Uis
("SMU") and Sinco Investments Five (Pty) Ltd ("Sinco"). This
increased the Group's ownership interest from 85% to 100%. The
carrying value of the net assets of UTMC on the date of the
transaction was £3.86m.
The
consideration for the acquisition is made up as
follows:
· The issue of
Ordinary Shares in Andrada Mining Ltd
-
13 651 560 Ordinary Shares issued to SMU
- 31
148 782 Ordinary Shares issued to Sinco
· 240 monthly cash
payments of N$75 000 to be paid by Andrada Namibia to
SMU, resulting in a present value of the deferred consideration of
£415 640
· Transfer of
Andrada Namibia's 85% interest in ML 129 to SMU
|
£
|
Issue of
Ordinary Shares to SMU
|
443
676
|
Issue of
Ordinary Shares to Sinco
|
1 012 335
|
Present
value of cash component of deferred consideration
|
415
640
|
Fair
value of ML 129
|
1 233 322
|
Deemed consideration paid for
the acquisition
|
3 104
973
|
Add
carrying value of additional 15% interest in UTMC
|
545
965
|
Difference recognised in
retained earnings
|
3 650
938
|
21. Share
capital
|
Number of ordinary shares of
no par value issued and fully paid
|
Share
capital
£
|
Balance at 31 August
2023
|
1 538 955
533
|
56 944 408
|
Exercising of employee share options - 29 Sept
|
3 473
684
|
117
237
|
Exercising of employee share options - 3 Oct
|
7 315
786
|
248
713
|
Shares
issued to Orion - 22 Nov
|
30 505
755
|
2 036
500
|
Share
issue costs
|
|
(99 300)
|
Balance at 29 February
2024
|
1 580 250
758
|
59 247 558
|
Shares
issued in lieu of interest July CLN - 2 Aug
|
28 436
506
|
939
400
|
Shares
issued to SMU - 2
Aug
|
13 651
560
|
443
676
|
Shares
issued to Sinco - 2 Aug
|
31 148
782
|
1 012
335
|
Balance at 31 August
2024
|
1 653 487
606
|
61 642 969
|
Authorised: 1 658 895
987 ordinary shares of no par value
Allotted, issued, and fully paid:
1 653 487 606 ordinary shares of no par value
22. Warrant
reserve
The
following warrants were granted during the period ended 29 February
2024:
Date of
grant
|
21 July
2023
|
22
November 2023
|
Number
granted
|
15 400
000
|
16 043
638
|
Contractual life
|
2
years
|
2
years
|
Estimated
fair value per warrant (£)
|
1.874
|
0.700
|
The
estimated fair values were calculated by applying the Black Scholes
pricing model. The model inputs were:
Date of
grant
|
21 July
2023
|
22
November 2023
|
Share
price at grant date (pence)
|
7.7
|
5.5
|
Exercise
price (pence)
|
9.45
|
9.45
|
Expected
life
|
2
years
|
2
years
|
Expected
volatility
|
49.5%
|
49.5%
|
Expected
dividends
|
Nil
|
Nil
|
Risk-free
interest rate
|
4.60%
|
4.70%
|
The
warrants in issue during the period are as follows:
Outstanding at 31 August
2023
|
18 013 334
|
Exercisable at 31 August
2023
|
18 013 334
|
Granted
during the period
|
16 043 638
|
Expired
during the period
|
-
|
Exercised
during the period
|
-
|
Outstanding at 29 February
2024
|
34 056 972
|
Exercisable at 29 February
2024
|
34 056 972
|
Granted
during the period
|
-
|
Expired
during the period
|
-
|
Exercised
during the period
|
-
|
Outstanding at 31 August
2024
|
34 056 972
|
Exercisable at 31 August
2024
|
34 056 972
|
On 21 July 2023, 15 400 000
warrants were issued as part of the convertible loan note
transaction. Each note holder received 2 warrants for every £1
subscribed for. Each warrant enables the holder to subscribe for
one ordinary share at a subscription price of 9.45p. The warrants
are exercisable at any time from the date of issue for a period of
two years.
On 22 November 2023, 16 043 638
warrants were issued as part of the Orion financing transaction.
Orion received 2 warrants for every £1 subscribed for. Each warrant
enables the holder to subscribe for one ordinary share at a
subscription price of 9.45p. The warrants are exercisable at any
time from the date of issue for a period of two years.
23. Share-based payment
reserve
Director share
options
The
following Director share options were granted during the period
ended 29 February 2024:
Date of
grant
|
1
May 2023
|
1
May 2023
|
1 May
2023
|
Number
granted
|
2
342 908
|
2
342 908
|
2
342 908
|
Vesting
period
|
3
years
|
3
years
|
3
years
|
Contractual life
|
10 years
|
10 years
|
10 years
|
Estimated
fair value per option (pence)
|
1.7290
|
1.4820
|
1.2800
|
The
estimated fair values were calculated by applying the Black Scholes
pricing model. The model inputs were:
Date of
grant
|
1
May 2023
|
1
May 2023
|
1 May
2023
|
Share
price at grant date (pence)
|
5.12
|
5.12
|
5.12
|
Exercise
price (pence)
|
7.00
|
8.00
|
9.00
|
Date of
first exercise
|
1
May 2026
|
1
May 2026
|
1
May 2026
|
Expiry
date
|
1
May 2033
|
1
May 2033
|
1
May 2033
|
Expected
volatility
|
53%
|
53%
|
53%
|
Expected
dividends
|
Nil
|
Nil
|
Nil
|
Risk-free
interest rate
|
3.93%
|
3.93%
|
3.93%
|
The
Director share options in issue during the period are as
follows:
Outstanding at 31 August
2023
|
41 450 000
|
Exercisable at 31 August
2023
|
23 850 000
|
Granted
during the period
|
7 028
724
|
Forfeited
during the period
|
-
|
Exercised
during the period
|
-
|
Expired
during the period
|
-
|
Outstanding at 29 February
2024
|
48 478 724
|
Exercisable at 29 February
2024
|
33 650 000
|
Granted
during the period
|
-
|
Forfeited
during the period
|
-
|
Exercised
during the period
|
-
|
Expired
during the period
|
-
|
Outstanding at 31 August
2024
|
48 478 724
|
Exercisable at 31 August
2024
|
33 650 000
|
The Director share options
outstanding at the year end have an average exercise price of
£0.069, with a weighted average remaining contractual life of 2.33
years.
The Director must remain as a
Director of the Company for the share options to vest. In the event
that a Director ceases to be a Director during the vesting period,
the Board reserves the right to determine whether the share options
will be terminated or not. There are no market-based vesting
conditions on the share options.
Employee share
options
The
following employee share options were granted during the period
ended 29 February 2024:
Date of
grant
|
1
May 2023
|
1
May 2023
|
1
May 2023
|
Number
granted
|
9 419 227
|
9 419 227
|
9 419 227
|
Vesting
period
|
3
years
|
3
years
|
3
years
|
Contractual life
|
10 years
|
10 years
|
10 years
|
Estimated
fair value per option (pence)
|
1.7290
|
1.4820
|
1.2800
|
The
estimated fair values were calculated by applying the Black Scholes
pricing model. The model inputs were:
|
1
May 2023
|
1
May 2023
|
1
May 2023
|
Share
price at grant date (pence)
|
5.12
|
5.12
|
5.12
|
Exercise
price (pence)
|
7.00
|
8.00
|
9.00
|
Date of
first exercise
|
1
May 2026
|
1
May 2026
|
1
May 2026
|
Expiry
date
|
1
May 2033
|
1
May 2033
|
1
May 2033
|
Expected
volatility
|
53%
|
53%
|
53%
|
Expected
dividends
|
Nil
|
Nil
|
Nil
|
Risk-free
interest rate
|
3.93%
|
3.93%
|
3.93%
|
The
employee share options in issue during the period are as
follows:
Outstanding at 31 August
2023
|
32 171 229
|
Exercisable at 31 August
2023
|
27 371 229
|
Granted
during the period
|
62 167
681
|
Forfeited
during the period
|
-
|
Exercised
during the period
|
(10 789
470)
|
Expired
during the period
|
-
|
Outstanding at 29 February
2024
|
83 549 440
|
Exercisable at 29 February
2024
|
35 936 753
|
Granted
during the period
|
-
|
Forfeited
during the period
|
-
|
Exercised
during the period
|
-
|
Expired
during the period
|
-
|
Outstanding at 31 August
2024
|
83 549 440
|
Exercisable at 31 August
2024
|
35 936 753
|
The
employee share options outstanding at the year end have an average
exercise price of £0.081, with a weighted average remaining
contractual life of 4.15 years. The employee must remain in
employment with the Company for the share options to vest. There
are no market-based vesting conditions on the share
options.
24. Events after
balance sheet date
Partnership with SQM to
develop Namibia lithium asset
On 9 September 2024, the Group
entered into a three-stage earn-in agreement to partner with
Sociedad Química y Minera de Chile SA, through its subsidiary SQM
Australia (Pty) Ltd ("SQM"), in developing the Lithium Ridge asset
(ML 133). A new wholly owned subsidiary of Uis Tin Mining Company
("UTMC"), Grace Simba Investments (Pty) Ltd ("GSI"), now holds the
Lithium Ridge mining licence. The agreement brings both the
financial and technical capabilities required to explore and
develop Lithium Ridge. SQM can also earn into GSI by solely funding
both the exploration and, in the future, a Definitive Feasibility
Study ("DFS") at Lithium Ridge.
The key considerations and
milestones in the agreement are:
· SQM agrees to pay
Andrada a US$500 000 participation fee on signing and a further
US$1.5m upon satisfaction of the conditions precedent (as detailed
below)
· SQM has an option
to invest US$20m over three-and-a-half years, in different stages,
to earn a 40% ownership of GSI
· Subsequent
funding of the DFS will enable SQM to attain up to 50% ownership in
GSI
A one-off success fee will be
payable by SQM should the Group complete a JORC (2012) compliant
Mineral Resources Estimation exceeding 40 million tonnes during the
third earn-in period. The fee will be calculated based on the
percentage of lithium oxide content in the resource. The Group and
SQM will create a joint development committee ("JDC") to oversee
the development of GSI. The JDC will be constituted with an equal
representation of members from SQM and Andrada management. The
Group will manage and operate the project during the earn-in
period.
The
agreement is subject to approval by the Namibian Competition
Commission.
25. reserves within
equity
a. Share
capital
Ordinary shares are classified as
equity. Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
b. Convertible
loan note reserve
The convertible loan note reserve
represents proceeds on issue of convertible loan notes relating to
equity component plus accrued interest on the convertible loan
notes.
c. Warrant
reserve
The warrant reserve represents the
cumulative charge to date in respect of unexercised share warrants
at the balance sheet date.
d. Share-based
payment reserve
The share-based payment reserve
represents the cumulative charge to date in respect of unexercised
share options at the balance sheet date as well as fees/salaries
owed to Directors/employees to be settled through the issuing of
shares.
e. Foreign
currency translation reserve
The foreign currency translation
reserve comprises all foreign exchange differences arising from the
translation of entities with a functional currency other than Pound
Sterling.
f. Retained
earnings/accumulated deficit
The
retained earnings/accumulated deficit represents the cumulative
profit and loss net of distribution to owners.
CONTACTS
Andrada Mining
Anthony
Viljoen, CEO
Sakhile
Ndlovu, Investor Relations
|
+27 (11)
268 6555
|
NOMINATED ADVISOR &
BROKER
|
|
Zeus Capital Limited
Katy
Mitchell
Harry
Ansell
Andrew de
Andrade
|
+44 (0) 20 2382
9500
|
CORPORATE BROKER &
ADVISOR
|
|
H&P Advisory Limited
Andrew
Chubb
Jay
Ashfield
Matt
Hasson
|
+44 (0)
20 7907 8500
|
Berenberg
Jennifer
Lee
Natasha
Ninkov
|
+44 (0)
20 3753 3040
|
FINANCIAL PUBLIC
RELATIONS
|
|
Tavistock (United Kingdom)
Emily
Moss
Josephine
Clerkin
|
+44 (0)
207 920 3150
andrada@tavistock.co.uk
|
About Andrada Mining Limited
Andrada Mining Limited is listed on
the London Stock Exchange (AIM), New York (OTCQB) and Namibia Stock
Exchange with mining assets in Namibia, a top-tier investment
jurisdiction in Africa. Andrada strives to produce critical raw
materials from a large resource portfolio to contribute to a more
sustainable future, improved living conditions and the upliftment
of communities adjacent to its operations. Leveraging its strong
foundation in Namibia, Andrada is on a strategic path to becoming a
leading African producer of critical metals including lithium, tin,
tungsten, tantalum and copper. These metals are important enablers
of the green energy transition, being essential for components of
electric vehicles, solar panels and wind turbines.