XLON:AFP ESEF Annual Report
AFRICAN PIONEER PLC (XLON:AFP)
ESEF Annual Report
2023-04-28
For: 2022-12-31
View Original
Added on
October 02, 2026
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
(Company no 008591V)
AFRICAN PIONEER PLC
1
CONTENTS:
PAGE
Company Information 2
Key Highlights 3
Chairman’s Statement 3
Board of Directors and Senior Management 5
Financial, Corporate and Operational Review
7
Directors’ Report 16
Directors’ Remuneration Report 19
Corporate Governance Report
22
Strategic Report
28
Statement of Directors’ Responsibilities 34
Independent Auditor’s Report 35
Consolidated Statement of Comprehensive Income 41
Consolidated Statement of Financial Position 42
Consolidated Statement of Changes in Equity 43
Consolidated Statement of Cash Flows 44
Company Statement of Financial Position 45
Company Statement of Changes in Equity 46
Company Statement of Cash Flows 47
Notes to the Financial Statements 48-66
AFRICAN PIONEER PLC
2
COMPANY INFORMATION
DIRECTORS
C Bird (Chairman)
R Samtani (Finance Director)
C Cordier (Business Development Director)
K Thygesen (Independent Non-Executive Director)
J Cunningham-Davis (Non-Executive Director)
BANKERS
Standard Bank
Standard Bank House
One Circular Road
Douglas, Isle of Man
IM1 1SB
SECRETARY
Cavendish Secretaries Limited
SOLICITORS (Isle of Man law)
Simcocks LLP
Ridgeway House,
Ridgeway Street,
Douglas, Isle of Man
IM99 1PY
REGISTERED OFFICE
19-21 Circular
Douglas
Isle of Man
IM1 1AF
SOLICITORS (English law)
Collyer Bristow LLP
140 Brompton Road,
Knightsbridge,
London SW3 1HY, England
FINANCIAL ADVISER
Beaumont Cornish Limited
Building 3,
566 Chiswick High Road,
London W4 5YE, England
REGISTERED AGENT
Cavendish Trust Company Limited
19-21 Circular
Douglas, Isle of Man
IM1 1AF
REGISTERED NUMBER
008591V
AUDITORS
Shipleys LLP
10 Orange Street
London
WC2H 7DQ
AFRICAN PIONEER PLC
3
KEY HIGHLIGHTS
• Consolidated Net assets – £ 5,238,820 (2021 restated – £ 5,941,948)
• Consolidated (Loss)/Profit - Loss – £ (670,871) (2021 - Profit restated – £273,471)
• The Group reports its results and raises funds in Pounds Sterling (GBP).
• Its primary assets are in Namibia, Botswana and Zambia
CHAIRMAN’ STATEMENT
Dear Shareholder,
African Pioneer has continued to make good progress during the period under review.
The Company has the benefit of major mining company shareholders and joint venture partners and/or option partners and
is involved in two large exploration projects in Northwest Zambia and Botswana.
In Zambia the company has granted an option with First Quantum Minerals Ltd (“First Quantum”) over its North-western
exploration projects and in Botswana the Company has granted Sandfire Resources Limited (“Sandfire”) an option over a
number of its Kalahari Copperbelt projects, whilst retaining some licences for its own exploration activities.
In Namibia the Company has a significant exploration project, which during the year was granted a mining licence and plans
are underway to bring this licence to account and commence mining activities.
During the year we carried out a drilling exercise on the Ongombo licence and had some considerable success in identifying
near surface material, which will allow the company to consider when mine planning, a 2-3 year mine life open pit, which
will facilitate entry into the proposed underground mine. During the period under review and post the reporting period, we
have been re-evaluating the ore resource at Ongombo and anticipate reporting an updated resource in Q2 2023, which takes
into consideration the contribution of the gold, which is in association with copper and the recently drilled out open pit
resource.
We are confident that our final resource model will lead to a meaningful mining situation with initial open pit and less
complicated mining approach.
In Zambia, during the option period, First Quantum have reported considerable success with their initial fieldwork and
drilling programmes. Their work has covered all aspects of exploration, including deep holes. The outcome has shown the
project to be extremely high in potential with First Quantum stating their believe that the orebody style resembles that of the
Kamoa-Kakula mine in the nearby Congo and the Western Foreland style mineralisation associated with Kamoa. This
represents a potential significant major discovery for Zambia, First Quantum and of course, African Pioneer.
Apart from the deeper style Kamoa-Kakula mineralisation, there has been near surface mineral discoveries with indication
of grades somewhat higher than traditional Copperbelt. This mineralisation is again, considered to be similar to Kolwezi
mineralisation, which supported major high-grade mining in the DRC.
We are extremely excited about the prospects of our licences and look forward to a year of more intensive exploration and
therefore more definition of overall potential.
The Botswana joint venture with Sandfire continues satisfactorily and our own exploration, which intercepted the sought
after lithology has been reinterpreted and we are excited about the prospects and the regions yet to be tested. The Kalahari
AFRICAN PIONEER PLC
4
Copperbelt has been the region of much interest over the last 18 months, with old theories and models being challenged by
new discoveries and drilling results.
Most of this new work adds value to our positions and reinforces our believe that one or more licences have the potential to
enhance considerable shareholder value to the African Pioneer holders.
Despite considerable headwinds the copper price stayed strong throughout the period, with forecast for the coming years,
ranging from USD10-USD15,000 per tonne.
We believe the crunch time for the supply side for copper will begin during mid ‘24 and continue through mid ‘25 and
beyond. This will make all junior mining companies who have good copper resources in reliable jurisdictions, targets for
acquisitions for by major mining companies, traders and others.
We are confident that African Pioneer has an excellent copper resource base and is well positioned for such corporate activity.
I thank my fellow directors and management for their efforts during the period under review and beyond and we all continue
to live in anticipation of small company renaissance, which is inevitable but long awaited.
Yours sincerely,
Colin Bird, Chairman
African Pioneer Plc
28 April 2023
AFRICAN PIONEER PLC
BOARD OF DIRECTORS AND SENIOR MANAGEMENT
5
Colin Bird - Executive Chairman
Colin is a chartered mining engineer and a Fellow of the Institute of Materials, Minerals and Mining with more than 40
years’ experience in resource operations management, corporate management, and finance. Colin has multi commodity
mine management experience in Africa, Spain, Latin America and the Middle East. He has been the prime mover in a
number of public company listings in the UK, Canada and South Africa. His most notable achievement was founding
Kiwara Resources Plc and selling its prime asset, a copper property in Northern Zambia, to First Quantum Minerals for
US$260 million in November 2009.
Raju Samtani - Finance Director
Raju is currently finance director of Tiger Royalties and Investments Plc, listed on AIM. His previous experience includes
three years as Group Financial Controller at marketing services agency WTS Group Limited, where he was appointed by the
Virgin Group to oversee their investment in the WTS Group Ltd. More recently he was finance director of Kiwara Plc which
was acquired by First Quantum Minerals Ltd in January 2010. Over the last few years, he has been involved in senior
managerial positions for several AIM/Johannesburg Stock Exchange listed companies predominantly in the resource sector
and has also been involved in FCA compliance work within the investment business sector.
Christian Cordier - Business Development Director
Christian has had considerable involvement in corporate finance and investments in both public and private mining and
exploration companies for over 22 years. His portfolio includes joint ventures with major international mining houses,
investments in listed companies in the United Kingdom, Australia and Southern Africa as well as private mining operations.
He has extensive experience in sourcing natural resource projects and nurturing them through the value curve by packaging
and arranging venture funding, managing the permitting and exploration process, negotiating off-take agreements and the
formation of a strong management team. He worked as CFO and senior accountant as well as company secretary for private
and public companies and is a member of SA Institute for Professional Accountants (“SAIPA”). Christian has done
transactions in Coal, Platinum Group Metals, Chrome, Copper, Potash, Phosphates, Diamonds, Gold, Lithium and
Manganese. Christian focuses on business development and wealth creation for private and publicly listed companies in the
mining and exploration sector.
Kjeld Thygesen - Independent Non-Executive Director
Kjeld Thygesen is mining investment veteran of more than 45 years. After being a mining analyst at James Capel in the latter
half of the 1970’s he was manager of the commodities department at Rothschild Asset Management between 1980-89. In
1990 he formed Lion Resource Advisors as a specialist adviser in the mining and natural resource sectors. LRA was the
advisor to the Midas Fund in the US between 1992 - 2000, which was one of the top performing finds during that period.
From 2002-2008 he was Investment director of Resources Investment Trust, a London listed investment trust which returned
a threefold investment during that period. He has served on several mining company boards over the past twenty years.
James Cunningham-Davis - Non-Executive Director
James Cunningham-Davis is a qualified Solicitor and a Fellow of the Chartered Institute for Securities & Investment, founder
of the law firm Buckingham Legal and founder and Managing Director of Cavendish Trust Company Ltd, and Cavendish
Secretaries Limited, all of which are headquartered in the Isle of Man. Cavendish Trust and Cavendish Secretaries provide
professional services to many private companies and various listed companies, across a number of sectors of industry and
finance in many jurisdictions, though particularly in the Natural Resources/Mining, Technology and Property sectors. James
has worked within the international legal and corporate finance/service sectors for more than 25 years and has held many
directorships in both private and listed companies.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW
6
INTRODUCTION
African Pioneer Plc a company engaging in development of natural resources exploration projects in Sub-Saharan
Africa presents its year-end results for the year ended 31 December 2022.
The Directors are required to provide a year-end report in accordance with the Financial Conduct Authorities ("FCA")
Disclosure Guidance and Transparency Rules ("DTR"). The Directors consider this Financial, Corporate and Operational
Review along with the Chairman’s Report, the Strategic Review and the Director’s Report provides details of the important
events which have occurred during the period and their impact on the financial statements as well as the outlook for the
Company going forward.
The Company’s short to medium term strategic objectives are to enhance the value of its mineral resource Projects through
exploration and technical studies conducted by the Company or through joint venture or other arrangements (such as the
Option Agreement of selected Botswanan Projects with Sandfire Resources and also the more recent the option agreement
with First Quantum on its 4 North-West Zambian licences) with a view to establishing the Projects can be economically
mined for profit. With a positive global outlook for both base and precious metals, the Directors believe that the Projects
provide a base from which the Company will seek to add significant value through the application of structured and
disciplined exploration.
FINANCIAL REVIEW
Financial highlights:
• Consolidated (Loss)/Profit Loss: £671k £loss after tax (2021: £273k - profit)
• Approximately £72k cash at bank at the period end (2021: £1.19m).
• The basic and diluted profit (losses) per share are summarised in the table below
Profit (Loss) per share
(pence)
2022
2021
restated
Basic
Note 6
( 0.35)p
0.24p
Diluted
Note 6
(0.29)p
0..20p
• Net asset value as at 31 December 2022 was £5.36m (31 December 2021 £6.06m)
Fundraisings:
The Company did not undertake any fundraisings during the period as it had sufficient working capital from the funds raised
in 2021 at Admission and the option payment received from Sandfire Resources Limited in relation to certain of the Botswana
Projects.
CORPORATE REVIEW
Company Board: The Board of the Company comprises Colin Bird, Executive Chairman Raju Samtani, Finance Director
Christian Cordier, Business Development Director Kjeld Thygesen, Independent Non-executive Director James Nicholas
Cunningham-Davis, Non-executive Director.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
7
Listing: The Company was admitted to the Official List (Standard Segment) and commenced trading on the Main Market
for listed securities of the London Stock Exchange on 1 June 2021 (the “Listing” or “IPO”).
Corporate Transactions: On 19 January 2022, the Company and its 80% owned subsidiary African Pioneer Zambia Ltd
(“African Pioneer Zambia”) entered into an option agreement with First Quantum Minerals Ltd (“First Quantum”) (listed
on the Toronto Stock Exchange) in relation to 4 of the 5 Zambian exploration licences held by African Pioneer Zambia (the
“Option Agreement”).
Highlights of Option Agreement:
• The four exploration licences the subject of the Option Agreement are in the highly prospective Central Africa
Copperbelt in northwest Zambia which is the largest and most prolific mineralized sediment- hosted copper province
in the world and are located less than 100km from First Quantum’s giant Sentinel copper mine.
• The exploration licenses include geological formations similar in age and rock type to that hosting the major copper
deposits of the Copperbelt
• During the initial 18-month option period First Quantum has the right but not the obligation to spend US500,000 on
each of the exploration licences 27767-HQ-LEL, 27768-HQ-LEL, 27770-HQ-LEL, and 27771-HQ-LEL (the
“Zambian Projects”). At this stage First Quantum will not have earned any shares in African Pioneer Zambia, just
the right to proceed to take one or more of the properties into the First Earn In Period by issuing an Option Exercise
Notice.
• During the First Earn In Period, First Quantum then has 2 years when it has the right but not the obligation to prepare
a Technical Report in respect of the Zambian Projects demonstrating an Indicated Mineral Resource of at least
300,000 tonnes of contained copper (the “Technical Report Requirement”). First Quantum is to fund the Technical
Report. Once the Technical Report is issued First Quantum has the right to be issued shares equal to a 51%
shareholding in African Pioneer Zambia. This will also trigger the Second Earn-In Period.
• In the Second Earn-In Period First Quantum shall have the right but not the obligation to complete all necessary
mining, metallurgical and development studies to establish a mine at the Property and make a public announcement
that it intends to proceed towards commercial development of a Mine on the Property (a “Decision to Mine”). First
Quantum is to fund all costs related to the Decision to Mine. Once First Quantum announces a Decision to Mine
First Quantum has the right to be issued shares in African Pioneer Zambia to increase their 51% shareholding in
African Pioneer Zambia to 75%.
Additional Information
First Quantum: is one of the world’s top 10 copper producers operating in several countries including Zambia where it
owns the Sentinel and Kansanshi mines in North West Zambia and is known for its specialist technical engineering
construction and operational skills which have allowed it to develop and successfully run complex mines and processing
plants. Colin Bird, the chairman of African Pioneer, was a founder of and floated Kiwara Plc in around 2008 which
discovered copper in northwest Zambia and was sold to First Quantum in 2009 for U$260 million. First Quantum then
developed the Kiwara Plc projects into the Sentinel mine which is the world’s 14
th
largest copper mine.
Zambian Projects: The licence package covers part of the north-western extension of the Zambian Copperbelt. The
properties are located within 80-100km of First Quantum’s giant Sentinel copper mine, one of the largest copper mines in
Africa, with a reported Measured and Indicated Resources of 891Mt @ 0.45% Cu. They also lie close to the Enterprise nickel
deposit (37.7Mt @ 1.03% Ni) which is being reportedly moved towards development.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
8
The Zambian Projects lie on the Lufilian Fold Belt in the Domes region of the Central African Copperbelt, straddling the
western boundary of the Kabompo Dome, underlain principally by rocks of the Lower and Upper Roan, as well as the
stratigraphically higher Kundelungu and Nguba Groups. This geological package is similar in age and rock type to that
hosting the major copper deposits of the Copperbelt, including Sentinel. Therefore, the licence areas are considered to be
strongly prospective for Copperbelt-type copper/cobalt and/or nickel deposits. They are historically underexplored,
representing the westerly extension of the Copperbelt which has not been investigated in detail, as previous work focussed
primarily on the central part of the zone.
On the Luamata South licence (27771-HQ-LEL), African Pioneer has acquired a valuable exploration package arising from
recent work by MMG Zambia Ltd (‘MMG’) which highlights strong soil/airborne magnetic targets that were not drill tested,
as MMG pulled out of Zambia. The Samuteba East licence (27770-HQ-LEL) was recently held by Anglo American which
also carried out airborne magnetic surveying and reconnaissance soil sampling before exiting the Copperbelt. The soil data
highlights several copper anomalies of considerable interest.
Exploration licence 27769-HQ-LEL owned by African Pioneer Zambia which is not covered by the Option Agreement is in
the Zambezi area located within the Zambezi belt of southern Zambia that hosts a Lower Katanga supergroups succession
will be transferred from African Pioneer Zambia to a new Zambian company to be owned 80% by the Company and 20% by
its local partners.
OPERATIONAL REVIEW
The Company completed an Initial Public Offering (IPO) on the Standard List of the London Stock Exchange and the
acquisition of its projects in Namibia, Zambia and Botswana in 2021 and in 2022 granted an option to First Quantum in
relation to 4 of the 5 Zambian exploration licences held by African Pioneer Zambia more details of which are provided in
the Corporate Highlights section of this review.
Technical review of Projects: After the IPO and having acquired its projects in Namibia, Zambia and Botswana, the
Company commenced technical reviews and / or programmes on its the projects located in Namibia and Zambia. The primary
metal in all countries is copper with by-product potential in all of our projects. In Zambia we have potential for cobalt, in
Botswana for silver and in Namibia for gold.
NAMIBIA:
The Company has a 85% interest in the Namibian Projects and on 20 December 2021 announced a 3.76 Mt increase in the
Measured & Indicated Mineral Resources of the Ongombo Project Mineral Resources to 10.47Mt @ 1.4% Cu, 7g/t Ag at a
cut-off of 1.0% Cu, with 0.35g/t Au categorised as Inferred following a JORC (2012) compliant review by external
consultant, Red Bush Analytics, the submission of a mine application and a positive scoping study by Practara Consulting.
On 24 May 2022, a shallow diamond drilling programme commenced on the Ongombo Project, Namibia and on 29
September 2022 the Company announced
Highlights:
• A Mining Licence has been approved by the Ministry of Mines and Energy of Namibia
• The Company is in the process of completing an Environmental and Social Impact Assessment (“ESIA”) which will
trigger the start of the mine development process
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
9
• The completed drill programme is targeting potential near-surface copper – gold mineralisation not included in the
existing underground mineral resource estimate. 26 holes completed to date with copper – gold mineralisation present
in 25 holes
• Peak assay intercepts from near-surface drilling include 5.39% Cu eq over 0.82m, 4.72% Cu eq over 1.15m, 3.96%
Cu eq over 1.15m, 3.24% Cu eq over 0.945m, 2.64% Cu eq over 1.39m and 2.46% Cu eq over 1.42m
• A zone of near-surface copper mineralisation extending over an area of approximately 750 metres by 185 metres at
an average grade of greater than 1% Cu
• A coincident gold zone covering an area of 500 metres strike length and a variable width of between 50 metres and
185 metres at an average gold grade of greater than 0.4g/t Au
• External resource consultant to undertake a mineral resource estimate for near-surface mineralisation once all assay
data has been received.
Update on the Near-Surface Mineralisation & Drill Programme
A zone of presumed mineralisation extending approximately 180m from the outcropping gossan that identifies the Ongombo
orebody at surface down-dip has been drilled. Historic low-density drilling failed to define any mineralisation and it was
assumed that as the orebody progressed up-dip towards the gossan outcrop that sulphide mineralisation in the form of pyrite
and chalcopyrite would give way to oxides of copper. Recent drilling has broadly defined a zone of predominantly copper
sulphide mineralisation to depths of around 10 to 15m vertical depth.
On completion of the balance of drilling and the receipt of outstanding assays, a mineral resource estimate will be generated
by external consultants that is expected to add to the existing underground resource and generate a new open pittable mineral
resource. Open pit excavation will potentially reduce the amount of primary underground development required to access
underground ore by stripping waste rock to expose the mineralised horizon and ultimately leaving a highwall that can be
used to develop a portal for the planned decline. Work will be done to optimise the open pit resource to generate a mineable
resource sufficient to feed a plant for a minimum of 12 months whilst primary development advances to access underground
ore.
Further studies are required to confirm the amenability of Ongombo ore to both standard flotation processing and gravity and
XRT pre-concentration methods. Provisional assessment indicates that the ore is typical of that found on this part of the
Matchless Belt and therefore suitable for recovery of copper and gold through a variety of recovery methods.
Table 1: Ongombo Near-surface Drill Programme Selected Average Weighted Assay Results for First 26 Drillholes
Borehole ID
From
(m)
To
(m)
Mineralised
Width
(m)
Grade
(% Cu)
Grade
(g/t Au)
Grade
(Cu
eq)*
APD001
11.81
14.81
3.0
0.42
0.78
0.96
APD002
21.25
22.2
0.945
2.42
1.19
3.24
APD003
8.82
10.37
1.55
2.18
0.50
3.0
APD004
20.5
21.5
1.0
0.75
0.27
0.94
APD005
11.69
13.11
1.42
2.12
0.49
2.46
APD006
36.63
38.04
1.41
0.73
0.15
0.83
APD007
50.42
51.42
1.0
0.47
0.14
0.56
APD008
50.58
51.73
1.15
2.95
1.47
3.96
APD009
30.41
31.80
1.39
2.36
0.41
2.64
APD010
7.9
9.0
1.1
0.11
0.66
0.56
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
10
APD011
16.7
17.48
0.78
0.69
0.17
0.80
APD012
33.26
34.05
0.785
1.11
0.21
1.25
APD013
46.04
47.2
1.15
4.44
0.40
4.72
APD014
66.74
68.79
2.05
0.60
0.14
0.70
APD015
39.14
39.82
0.68
1.03
0.19
1.16
APD016
25.88
27.25
1.37
0.98
0.31
1.19
APD017
16.0
16.57
0.57
1.33
0.33
1.56
APD018
No Mineralised Intercept
APD019
27.33
28.56
1.23
1.48
0.26
1.65
APD020
53.9
54.72
0.82
4.59
1.17
5.39
APD021
41.27
43.0
1.73
1.56
0.33
1.78
APD022
13.86
14.84
0.975
2.03
0.21
2.17
APD023
50.33
51.77
1.44
1.55
0.73
2.05
APD024
66.47
67.08
0.61
0.99
0.32
1.21
APD025
38.49
39.62
1.13
0.90
0.15
1.00
APD026
19.59
21.42
1.83
1.31
0.43
1.60
*A copper price of US$8,000 and a gold price of US$1,700 were used for the purposes of calculating a copper equivalent
grade.
The Company has elected to investigate the potential for an open pit to mine copper sulphides and oxides. Oxides are known
to occur at or near surface from the outcrop of the Ongombo deposit coincident with the Central Shoot. Initially assumed to
extend for a strike length of approximately 350m, recent drilling has extended the zone coincident with copper grades >1%
Cu to over 750m. Drilling has also demonstrated that the down-dip extension from the gossan outcrop extends in some
locations to approximately 185m, considerably wider (in the horizontal plane) than initially anticipated at 100 to 150m.
Subject to mineral resource estimation work following the completion of drilling and the return of assay data, indications are
that a viable copper resource suitable for open pit extraction may occur. There also appears to be scope to add to the existing
underground resource with deeper mineralised intercepts expected to be beyond any future pit floor. The bulk of
mineralisation defined to date with the exception of the zone closest to the Ongombo gossan outcrop and to a vertical depth
of between 10 and 15m is sulphide-type mineralisation dominated by pyrite and chalcopyrite.
The Ongombo orebody plunges to the NNE and an area has broadly been defined suitable for mine infrastructure where any
future ore extraction would be from underground.
Environmental and Social Impact Assessment (”ESIA”)
The ESIA was submitted in Q4 202 and post year end on 25 April 2023 the award of an Environmental Clearance Certificate
for the Ongombo (copper-gold) Project located within Exclusive Prospecting Licence EPL 5772 was announced.
ZAMBIA:
As mentioned in the Corporate Transactions summary above on 19 January 2022 African Pioneer Zambia Ltd entered into
an option agreement with First Quantum (listed on the Toronto Stock Exchange FM.TO) in relation to 4 of the 5 Zambian
exploration licences held by African Pioneer Zambia.
On 24 October 2022 and on 6 February 2023 the Company has provided updates on the ongoing exploration activities
undertaken by First Quantum during Q3 and Q4 2022 on the 4 Zambia licences subject to the Option Agreement the Company
believes these updates to be very encouraging and below summarise the highlights and also provide detail of the exploration
activities during the second half of 2022. We have provided this information in the following four sections:
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
11
1. Highlights of Q3 2022 exploration undertaken by First Quantum (24 October 2022 announcement)
2. Highlights of Q4 2022 exploration undertaken by First Quantum (6 February 2023 announcement)
3. Work Completed Q3 2022
4. Work Completed Q4 2022
5. Planned Exploration Work
1. Highlights of Q3 2022 exploration undertaken by First Quantum (24 October 2022 announcement)
• The September 2022 latest quarterly report from joint venture partner First Quantum Minerals demonstrates very
positive results including confirmation of copper mineralisation in drill testing of three new targets.
• Soil geochemical surveys were carried out over seven targets.
• Air-core drilling was carried out over 3 targets defined by soil geochemistry has discovered copper in veins and
disseminations at all the prospects tested to date, with visual estimations ranging from trace up to 2% copper
mineralisation over some 75m in hole TUAC012.
• Completion of an audio-magnetotelluric (“AMT”) geophysical survey totalling 54.9-line km has detected
architectural patterns typically associated with Congolese-type copper mineralisation presenting an exciting new
exploration concept in parallel with the existing targets.
• A deep drillhole has commenced to examine the prognosis that the geologic setting may be analogous to the ‘Western
Foreland’ in the nearby DRC, host to Ivanhoe Mines Limited’s recently commissioned Kamoa mine, reported to
become one of the largest copper mines in the World.
2. Highlights of Q4 2022 exploration undertaken by First Quantum (6 February 2023 announcement)
• The fourth quarter 2022 report from joint venture partner First Quantum confirmed encouraging copper oxide
intercepts at three shallow drill targets and potentially significant copper mineralisation in two holes on a separate
licence being explored for geological settings similar to the giant Kamoa-Kakula deposits in the DRC.
• Preliminary analytical results for shallow air-core drilling completed in the previous quarter over soil geochemical
targets on licence 27770-HQ-LEL recorded several copper mineralised intervals hosted in black shales on the Turaco
and Eagle targets – final assay results are awaited.
• Two deep drillholes were completed 5km apart at the Ikatu target on licence 27767-HQ-LEL to test if the geologic
setting is analogous to the ‘Western Foreland’ domain in the nearby DRC, host to Ivanhoe Mines Limited’s Kamoa-
Kakula mines, projected to be one of the highest grade major copper mines in the world. The target Diamictite unit
was encountered in both holes, with visible copper mineralisation being identified at different stratigraphic levels in
each hole:
o Hole IKDD001A intersected chalcocite, bornite and chalcopyrite copper mineralisation about 180m below
the Diamictite unit over 2.9m from 430.9m depth
o Hole IKDD002 encountered a 2m zone of strong alteration and irregular disseminated chalcocite
mineralisation at the base of the target Diamictite unit at about 600m depth
• First Quantum considers it is a positive sign to see copper mineralisation at the same Grand Conglomerat/Diamicrite
stratigraphic level as at Kamoa-Kakula in DRC.
• Future work planned by First Quantum includes additional AMT geophysical survey lines in 27767-HQ-LEL, further
diamond drilling at the Ikatu target, follow up diamond drilling at the Turaco and Eagle targets and aircore drilling
of additional targets in 27770- and 27771-HQ-LEL.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
12
3. Work Completed Q3 2022
Soil Sampling
Infill soil sampling was undertaken at seven targets across large-scale exploration licences 27770- and 27771-HQ-LEL.
Analysis was carried out in-house by pXRF. The best results received were from the Eagle and Turaco targets in 27770-HQ-
LEL (Kasongo licence) and Kanyika and Chipopa in 27771-HQ-LEL (Luamata South licence). Geological mapping and rock
sampling was also carried out at all seven targets across both licences.
Receipt of XRF analyses for the bulk of the soil samples collected and subsequent interpretation has generated several
coherent zones of copper anomalism over significant areas, up to 1,406ppm Cu.
At Turaco, significant Cu soil anomalism was encountered (> 250ppm Cu over 2.3 x 2.2km area, up to 1,406ppm Cu) adjacent
to a major structure and overlying an interpreted salt diapir in AMT.
At Eagle, significant soil Cu anomalism occurs (5 x 2km, up to 795ppm Cu) adjacent to a major structure and overlying an
interpreted salt diapir in AMT.
At Kanyika, a string of high tenor soil Cu anomalies was delineated (up to 983ppm Cu) associated with a major NE-trending
structure.
At Chipopa, a strong soil Cu anomaly occurs straddling a major lithotectonic boundary (>150ppm Cu over 2.3 x 1.3km, up
to 639ppm Cu).
Air-Core Drilling
Air-core drilling of the Turaco, Eagle and Kanyika targets totalled 66 holes for 4,028m. Such drilling is designed to provide
first-pass information on the shallow geology and mineralisation beneath sand and laterite cover rather than a definitive target
test.
At Turaco, copper mineralisation encountered included drillhole TUAC012 which intersected carbonaceous shale from
surface with 1% malachite, which transitioned to a lighter grey talc-altered shale with dolomite-chalcopyrite veins (up to 3%
volume) after 29m depth. Dolomite-chalcopyrite veins continued to end-of-hole (75m) and after 70m there is very fine-
grained disseminated chalcopyrite (up to 2%, 0.8% Cu on pXRF) within strongly silicified shale.
At Eagle, the most frequently encountered units were strongly altered shales, breccias and mafic intrusives. Several drillholes
intersected a vuggy ferruginous silicified rock with Mn-oxide coating fractures which yielded anomalous Cu and Ni on pXRF
(>1,200ppm Cu). This strongly silicified rock was not possible to drill through with air-core and was typically found adjacent
to altered breccias. Best visible mineralisation was from the West of the target area in hole EAAC014, which intercepted a
zone from 99-103m of brecciated carbonaceous shale with dolomitic infill with up to 2% disseminated chalcopyrite.
At Kanyika, in the NW of the area drilled, there is a doleritic sill overlain by a micaceous sandstone and quartzite (possibly
contact metamorphosed). The dolerite often has patches of strong alteration and intense calcite-hematite veining, sometimes
associated with minor disseminated chalcopyrite and/or pyrite (up to 0.5%).
Audio Magneto-Tellurics (AMT) Geophysical Survey
This survey was completed the across the 27770-HQ-LEL (Kasongo) and 27767-HQ-LEL (Ikatu) licences in June 2022. In
total, 54.9 line km was surveyed in 2022. Such deep penetrating surveys can provide important information on the structural
and stratigraphic framework of the region to assist with target selection and evaluation.
AMT results from Kasongo suggest soil anomalies could be related to salt diapirism adjacent to major structures (e.g. classic
Congolese-style). AMT lines within the Ikatu licence suggest that the Western Foreland domain boundary passes through the
licence. This domain in Zambia could offer prospective stratigraphy like the world-class Kamoa-Kakula deposit complex in
the DRC.
A ‘framework’ diamond drillhole was planned to test stratigraphy within the Western Foreland domain at Ikatu to see if a
conductive unit within the sedimentary package here overlies basement at depth.
4. Work Completed Q4 2022
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
13
Air-Core Drilling Analytical Results
pXRF analytical results have now been received for sample pulps from the 2022 air-core shallow drilling programme at
Turaco and Eagle targets in 27770-HQ-LEL. Selected intervals of interest are shown in Table 1 below. At Turaco, best results
were from the north of the target where drillhole TUAC012 intersected several significant copper intercepts within a silicified
and talc-altered black shale, including an oxide mineralised zone with 8m @ 1.19% Cu from 5m depth. Elsewhere at Turaco,
another drillhole intersected 1m @ 1.14% Cu within a thin black shale unit.
At Eagle target, the best intercept was in drillhole EAAC005 which intersected 29m @ 0.33% Cu, including 7m @ 0.61%
Cu within a strongly chlorite-clay altered rock.
Table 1 – Selected pXRF* Analytical Intervals From Aircore Drilling
Programme
Target
Hole No.
Depth
From (m)
Depth to
(m)
Interval
(m)
Cu%
Turaco
TUAC012
5
20
15
0.80
incl.
5
13
8
1.19
30
36
6
0.34
44
57
13
0.73
61
75
14
0.57
TUAC017
66
67
1
1.14
Eagle
EAAC005
37
66
29
0.33
incl.
46
53
7
0.61
It is planned to send samples from TUAC012 for a 4-acid ICP analysis with ALS Global laboratories in Johannesburg to
check for cobalt and other metal contents not possible to analyse with pXRF.
Drillholes adjacent to TUAC012, interpreted to be within the footwall of the mineralisation in TUAC012, exhibit strong
magnesian hydrothermal alteration within shales, breccias and diamictite. These drillholes also contain abundant pyrite
mineralisation as well as minor chalcopyrite.
‘Framework’ Diamond Drilling – Ikatu Target
Two diamond drillholes were successfully completed at the Ikatu target about 5km apart within the Western Foreland domain
in licence 27767-HQ-LEL. Both holes encountered copper mineralisation at two different stratigraphic positions.
The first drillhole (IKDD001A, 603.0 m), intercepted a diamictite unit from 229m to 252m, but with no visible copper
mineralisation. The diamictite has an oxidised sandstone matrix as opposed to the reduced diamictite which hosts copper
mineralisation at Kamoa-Kakula in DRC. However, at greater depth in IKDD001A, a 2.9m intersect of copper mineralisation
(chalcocite, bornite and chalcopyrite) was encountered from 430.9m to 433.8m at the top of a sequence of reduced rhythmites
(sandstone-siltstone and shale interbeds).
The second drillhole (IKDD002, 650.3m) also intersected the diamictite unit from 593.3m to 602.3m. For the most part, the
diamictite unit is hematitic and oxidized, as in IKDD001A, but at the base of the unit there is a 2m interval with strong
chlorite alteration and disseminated chalcocite mineralisation selectively targeting certain clasts. First Quantum considers it
is a positive sign to see copper mineralisation at the same part of the stratigraphy as at Kamoa-Kakula in DRC.
No analytical information is available as yet for the mineralisation encountered in these holes. First Quantum plans to send
half core samples to the ALS Global laboratory in Johannesburg for 4-acid ICP analysis.
Air Core sampling / pXRF analysis methodology
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
14
Each one metre interval Air Core sample is riffle split before being despatched to Intertek prep lab in Kitwe, Zambia. Samples
are dried at 1050°C for 8 hours, pulverised and sieved to 180 micron (SP13 method). The prepared samples were then
transported to an in-house lab at Kansanshi, where the powdered pulps are analysed by a portable X-ray fluorescence (pXRF)
instrument, analysing for 28 elements. The pXRF analysis includes the use of regular standards and blanks for calibration
however some variation to wet assay laboratory techniques can be expected and results are therefore considered indicative
only
5. Planned Work
Further planned work includes:
Additional AMT survey lines in 27767-HQ-LEL
Further diamond drilling at Ikatu target in 27767-HQ-LEL
AC drilling of additional targets in 27770- and 27771-HQ-LEL
Sampling of remaining soils in 27771-HQ-LEL (Chibwika East)
Mapping and soil sampling in 27767- and 27768-HQ-LEL
Follow up diamond drilling at Turaco and Eagle targets
BOTSWANA:
On 4 October 2021 the Company announced that it had entered into a two-year option agreement with ASX listed Sandfire
Resources Limited (ASX:SFR) (“Sandfire”) in relation to 4 of its 8 Botswana prospecting licences for a cash payment of
US$500,000 and the issue of 107,272 Sandfire shares (share price on 3 May 2022 – A$5.60 – approx. £3.17) and a 24 months
exploration expenditure commitment of US$1,000,000 (the “Botswana Option Agreement”).
Post the period end on 29 March 2023 the Company announced an update on exploration completed and planned over the
Kalahari Copper Belt Licences which are the subject of the Botswana Option Agreement.
Highlights
• PL101/2020 – Assays pending for a soil survey with further surveys planned over copper surface sample anomalies
together with a scheduled Airborne Gravity Gradiometry survey (“AGG”) over the Kuke Prospect
• Sandfire plans to mobilise a diamond rig to the Kuke Prospect to drill test a copper soil anomaly coincident with the
Kuke Fault
• PL100/2020 – Ongoing target generation and a scheduled AGG survey over the licence
• Sandfire also plans to undertake drilling on this licence in the coming weeks to test the Lower D’kar/Ngwako Pan
contact zone which is the horizon hosting most of the Kalahari Copperbelt deposits
OUTLOOK
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
15
Outlook for Copper: During the second half of 2022 into 2023 the copper price has recovered and forecasts for the price of
copper and its by-product metals remain positive in the range of US$10-US$15,000 per tonne. The outlook for copper supply
is quite pessimistic as most large copper mining projects have been shelved as a result of political or economic reasons but
we anticipate and from mid ’24 onwards this will lead to both smaller but profitable mines being developed , and junior
mining companies with good copper resources in reliable jurisdictions becoming potential targets for acquisitions by major
mining companies. As a result, the Company is well positioned with all its projects, to take part in a potential acquisition
boom or alternatively to attract financing for its own operations which might not otherwise have been available.
The major mining companies are seeking new projects for acquisition and all our projects have the fundamentals which may
attract the attention of larger companies as reflected in the fact that we have already entered into an agreement with Sandfire
in relation to certain of the Botswana Projects and First Quantum in relation to certain of the Zambian Projects.
We feel that there is a strong possibility that the current inflationary pressures and higher interest rates may slow down stock
markets but these conditions will be beneficial for the smaller metal producers who have historically outperformed under
these economic conditions.
The Board feels the Group has assembled an enviable portfolio of projects and we are pleased that Sandfire has taken and
retained a significant equity position in the Company. We look forward to advancing all our projects and providing our
shareholders with the prospects of enhanced value flowing into next year.
By Order of the Board
28 April 2023
AFRICAN PIONEER PLC
DIRECTORS’ REPORT
16
The directors present their report on the affairs of African Pioneer Plc (the “Company”) for the year ended 31 December
2022. The Company was incorporated on 20 July 2012.
PRINCIPAL ACTIVITIES
Investing in small natural resource projects and mineral exploration projects can be very rewarding, but because of the issues
and uncertainties arising from exploration, resource estimation, commodity price volatility, politics and the financing of such
projects, there is a significant possibility of such reward not materialising. As a result of the nature and size of the Company
it will, in the early years particularly, be exposed to a concentration of risk either by sector or geographically, or possibly
both. These risks are outlined in more detail in the Strategic Report.
REVIEW OF THE BUSINESS
During the year, the Group made a loss of £(670,871) - 2021: restated profit of £273,471.
A review of the current and future development of the Group’s business are included in the Strategic Report.
The Directors do not recommend the payment of a dividend.
SUBSEQUENT EVENTS
Details of subsequent events after the year end are disclosed in note 18 o the financial statements
DIRECTORS
The names of the Directors who served throughout the period and subsequent to the year end, except where shown
otherwise, are as follows:
C Bird
R. Samtani
C Cordier
K Thygesen
J Cunningham-Davis
Directors’ interests in the ordinary share capital of the Company at the date of this report are disclosed within the
Directors Remuneration Report
DIRECTOR’S REMUNERATION
The Directors’ remuneration is detailed in the Directors’ Remuneration Report on pages 19 to 21
DIRECTORS’ AND OFFICERS’ INDEMNITY INSURANCE
The Group has purchased Directors’ and Officers’ liability insurance which provides cover against liabilities arising against
them in that capacity.
AFRICAN PIONEER PLC
DIRECTORS’ REPORT (continued)
17
USE OF FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
Details of the use of financial instruments and associated risk management by the Group are included in note 3 to the financial
statements.
SUBSTANTIAL SHAREHOLDINGS
Other than Directors interests which are set out below on a separate table in this report, the following shareholders held 3%
or more of the issued share capital of the Company at 21 April 2023. These holdings are extracted as they appear in the
relevant custodian account in the Company’s share register.
Registered Shareholder
No. of Ordinary Shares
% of Ordinary
Shares in issue
The Bank Of New York (Nominees) Limited *
34,785,714
18.15%
Sandfire Resources Limited
28,418,932
14.82%
HSBC Global Custody Nominee (UK) Limited *
24,871,784
12.97%
Hargreaves Lansdown (Nominees) Limited *
15,871,987
8.28%
Mohamad Ali Ahmad
15,000,000
7.82%
Jim Nominees Limited *
7,142,856
3.73%
Vidacos Nominees Limited *
6,715,095
3.50%
132,806,368 69.28%
*Nominee shareholder; not beneficial owner.
UK STREAMLINED ENERGY AND CARBON REPORTING
The Group’s UK energy and carbon information is not disclosed as the Company qualifies as it consumed less than 40MWh
and is a Low Energy user in the UK.as defined in the Environmental Reporting Guidelines Including streamlined energy
and carbon reporting guidance March 2019 (Updated Introduction and Chapter 1) and as such is not required to provide
detailed disclosures of energy and carbon information. The Company has no UK-based subsidiaries and its overseas
subsidiaries, some of which own exploration licences and conduct exploration activities outside the U.K. are not required to
report U.K. energy consumption in their own right. The Company was also below this threshold in 2021.
POLITICAL DONATIONS
The Group made no political donations during the year (2021: none).
STATEMENT AS TO THE DISCLOSURE OF INFORMATION TO
THE AUDITORS AND DIRECTORS’ RESPONSIBILITIES
The Directors (being Colin Bird-Chairman, Raju Samtani-Finance Director, Christian Cordier-Business Development
Director, Kjeld Thygesen -Independent Non-Executive Director and James Cunningham-Davis Non-Executive Director, who
were in office at the date of approval of this report, confirm that, so far as they are aware, there is no relevant audit information
of which the Company’s auditor is unaware of and that they have taken all reasonable steps to take themselves aware of any
relevant audit information and to establish that the Company’s auditor is aware of that information.
AFRICAN PIONEER PLC
DIRECTORS’ REPORT (continued)
18
The Directors are responsible for preparing the financial statements in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom’s Financial Conduct Authority (“DTR”) and with International Financial
Reporting Standards as adopted by the United Kingdom.
The Directors confirm to the best of their knowledge that:
• the financial statements have been prepared in accordance with the relevant financial reporting framework and give a
true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the Company; and
• the Strategic Report and Directors’ Report include a fair review of the development and performance of the business
and the financial position of the Group and the Company, together with a description of the principal risks and uncertainties
that it faces; and
• the annual report and financial statements, taken as a whole, are fair, balanced, and understandable and provide the
information necessary for shareholders to assess the Group’s position, performance, business model and strategy.
AUDITORS
The auditors, Shipleys LLP have indicated their willingness to continue in office. A resolution to re-appoint them will be
proposed at the forthcoming Annual General Meeting.
Signed on behalf of the Board:
28 April 2023
Colin Bird Raju Samtani
Executive Chairman Director
AFRICAN PIONEER PLC
DIRECTORS’ REMUNERATION REPORT
19
This Remuneration Report sets out the Group’s policy on the remuneration of Directors, together with details of Directors’
remuneration packages and service contracts for the year ended 31 December 2022.
The Company’s policy is to maintain levels of remuneration to attract, motivate, and retain Directors and Senior Executives
of the highest calibre who can contribute their experience to deliver industry-leading performance with the Company’s
operations. The Company is nonetheless mindful of the need to balance this objective with the fact that it is pre-revenue.
Since listing on 1 June 2021, the Company’s Directors have largely remunerated through a combination of modest salaries
and/or fees and where relevant, equity positions as founders and as a result the total salaries and fees payable to directors has
been relatively modest.
As the Company grows, and increasingly makes hires, it will become necessary to move to a more long-term and sustainable
policy, which continues to align the interests of Directors and senior staff with those of shareholders while recognising that
new hires will not initially have a significant equity position.
Accordingly, it is likely that compensation packages for Executive Directors will need to move over time to a level more
consistent with the market. Currently, Directors’ remuneration is not subject to specific performance targets. The Company
is sufficiently small that the Board does not consider that it is necessary to impose such targets as a matter of principle but
believes that exceptional performance can be rewarded on an ad hoc basis.
As outlined in last year’s Directors Remuneration Report the Board proposed and shareholders approved at the 2022 AGM
a share option scheme which is to incentivise both Executive and non-Executive Directors as well individuals holding
positions of responsibility in the Company
(“Share Option Scheme”). On 24 January 2023 the Company announced that
pursuant to the Executive Share Option Scheme approved at the Company’s Annual General Meeting (“AGM”) held on 23
August 2022 16,850,000 options over Ordinary Shares (“Options”) were awarded, 6,600,000 of the Options were awarded
to directors of the Company, as detailed further in Note 18 and the balance of 10,250,000 Options to other eligible
participants. The Company had not previously issued any Options.
The 2022 AGM also approved the Company establishing new incentive schemes to more closely align the interest of
directors, officers, employees and consultants with those of shareholders by providing for the payment of short-term, annual
and transaction incentive awards in cash or Company shares (the “Proposed Incentive Schemes”). Awards under the
Proposed Incentive Schemes are not intended to replace the Share Option Scheme arrangements and the Proposed Incentive
Schemes, shall continue in place until the Board of the Company have put an alternative incentive scheme to the Company’s
shareholders which the Company’s shareholders have approved.
The Board considers the remuneration of Directors and senior staff and their employment terms and makes recommendations
to the Board of Directors on the overall remuneration packages. No Director takes part in any decision directly affecting their
own remuneration.
There has been no correspondence to date from shareholders relating to Directors’ remuneration matters and therefore no
such matters have been considered by the Board in formulating the Company’s remuneration policy.
In determining Executive Director remuneration policy and practices, the Board aims to address the following factors:
• Clarity - remuneration arrangements should be transparent and promote effective engagement with shareholders and
the workforce;
• Simplicity - remuneration structures should avoid complexity and their rationale and operation should be easy to
understand;
AFRICAN PIONEER PLC
DIRECTORS’ REMUNERATION REPORT (Continued)
20
•
• Risk - remuneration arrangements should ensure reputational and other risks from excessive rewards, and risks that
can arise from target-based incentive plans, are identified and mitigated;
• Predictability - the range of possible values of rewards to individual directors and any other limits or discretions are
identified and explained at the time of approving the policy;
• Proportionality – the clarity of the link between individual awards,
the delivery of strategy and the long-term
performance of the company should be clear; and
• Alignment to culture - incentive schemes, when implemented will drive behaviours consistent with company
purpose, values and strategy.
Directors’ remuneration
Remuneration of the Directors for the years ended 31 December 2022 and 2021 was as follows:
2022
2022
2022
2021
Directors’ Fees
Consulting
Fees
Total
Emoluments
Total
Emoluments
£
£
£
£
C. Bird
18,000
42,000
60,000
35,000
R. Samtani
18,000
32,004
50,004
29,169
C Cordier
18,000
12,000
30,000
16,500
K Thygesen
18,000
-
18,000
10,500
James Cunningham-Davis
14,400
-
14,400
9,300
Total
86,400
86,004
172,004
100,469
Each of the Directors entered into service agreements at the time of the Company’s admission to the market on 1 June 2021.
Details of Directors’ Letters of Appointment and Service Agreements as disclosed in Note 16 of these Financial Statements.
There were no pensions or other similar arrangements in place with any of the Directors during the years ended 31
December 2022 or 2021.
Payments to past directors
The Company did not pay any compensation to past Directors in 2022 and 2021.
DIRECTORS’ INTERESTS
The beneficial interest of the directors, their spouses and minor children in the share capital of the Company are as follows:
Ordinary Shares of No Par Value
31 December 2022
31 December 2021
C Bird*
21,061,728
21,061,728
R Samtani
16,061,728
16,061,728
J Cunningham-Davis***
-
-
C Cordier**
15,000,000
15,000,000
K Thygesen
200,000
200,000
AFRICAN PIONEER PLC
DIRECTORS’ REMUNERATION REPORT (Continued)
21
* Colin Bird’s shareholding includes 5,000,000 ordinary shares held by Campden Park Trading, a company owned and controlled by
Colin Bird , the Company’s Chairman
** Christian Cordier’s shareholding includes 4,000,000 ordinary shares held by Tonehill Pty Ltd and 3,000,000 ordinary shares held by
Coreks Super Pty Ltd both of which companies are owned and controlled by Christian Cordier. It also includes
8,000,000 ordinary shares held by Breamline Pty Ltd of which Christian Cordier is a director and which is a trustee company for Breamline
Ministries
*** 230,000 warrants are held by Cavendish Trust of which James Cunningham -Davis is a director and a controlling majority
shareholder.
There have been no further changes in directors' interests since the year end other than the issue of Options detailed below
which were announced on 23 January 2023.
Approved by the Board on 28 April 2023.
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT
22
Corporate Governance
The Board guides and monitors the business and affairs of the Company on behalf of the Shareholders to whom it is
accountable and is responsible for corporate governance matters. While certain key matters are reserved for the Board, it has
delegated responsibilities for the day-to-day operational, corporate, financial and administrative activities to the Business
Development Director, the Executive Chairman and the Finance Director.
In assessing the composition of the Board, the Directors have had regard to the following principles:
• the role of the Executive Chairman and the other directors should not be exercised by the same person;
• the Board should include at least one independent non-executive director, increasing where additional expertise is
considered desirable in certain areas, or to ensure a smooth transition between outgoing and incoming non-executive
directors; and
• the Board should comprise of directors with an appropriate range of qualifications and expertise.
The Company believes it complies with each of these principles.
Both James Cunningham-Davis and Kjeld Thygesen are the Non-Executive Directors of the Company. James Cunningham-
Davis is one of the directors of Cavendish Secretaries Limited, a subsidiary of Cavendish Trust Company Limited, which
provides secretarial services to the Company in the Isle of Man and is therefore for these purposes not considered
independent.
Kjeld Thygesen has a holding of Ordinary Shares representing 0.10 per cent. of the issued share capital and he is considered
independent given this holding is de minimis.
Directors appointed by the Board are subject to election by shareholders at the Annual General Meeting of the Company
following their appointment and thereafter are subject to re-election in accordance with the Company’s Articles of
Association.
The QCA Corporate Governance Code, as published by the Quoted Companies Alliance, is tailored for small and mid-size
quoted companies in the United Kingdom. The Company will, to the extent practicable for a company of its size and nature,
follow the QCA Corporate Governance Code. The Directors are aware that there are currently certain provisions of the QCA
Corporate Governance Code that the Company is not in compliance with, given the size and early stage nature of the
Company. These include, inter alia:
• The Company does not currently have a remuneration, nomination or risk committee. The Board as a whole will
review remuneration, nomination and risk matters, on the basis of adopted terms of reference governing the matters
to be reviewed and the frequency with which such matters are considered. The Board as a whole will also take
responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the
Company’s financial statements and take responsibility for any formal announcements on the Company’s financial
performance.
• Unless further independent non-executive directors are appointed, the Board will not comply with the provision of
the QCA Corporate Governance Code that at least to members of the Board, excluding the Chairman, should
comprise non-executive directors determined by the Board to be independent.
• The Executive Chairman of the Company is an executive director rather than an independent non-executive director
as suggested by the QCA corporate governance code
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
23
Share Dealing Code
The Company has adopted, with effect from Admission, a share dealing policy regulating trading and confidentiality of inside
information for the Directors and other persons discharging managerial responsibilities (and their persons closely associated)
which contains provisions appropriate for a company whose shares are admitted to trading on the Official List (particularly
relating to dealing during closed periods which will be in line with the Market Abuse Regulation). The Company will take
all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing
policy.
Audit Committee
The Audit Committee is chaired by James Cunningham-Davis and its other member is Christian Cordier. The Audit
Committee meets at least twice a year, or more frequently if required. The Audit Committee is responsible, amongst other
things, for making recommendations to the Board on the appointment of auditors and the audit fee, monitoring and reviewing
the integrity of the Company’s financial statements and any formal announcements on the Company’s financial performance
as well as reports from the Company’s auditors on those financial statements.
In addition, the Audit Committee considers and reviews the Company’s internal financial control and risk management
systems to assist the Board in fulfilling its responsibilities relating to the effectiveness of those systems, including an
evaluation of the capabilities of such systems in light of the expected requirements for any specific acquisition target.
Meetings of the Directors
The number of meetings of the board of directors of the Company and its committees held during the year ended 31 December
2022 and the number of meetings attended by each director is tabled below. The audit committee was formed on 26 May
2021 prior to the Company's listing on the London Stock Exchange
2022
Meetings
Meetings attended
Board
Audit
Board
Audit
C. Bird
2
-
2
-
R. Samtani
2
-
2
-
J. Cunningham-Davis
2
2
2
2
K Thygesen
2
-
2
-
C. Cordier
2
2
2
2
Diversity Policy
The Board operates a policy whereby Directors and other individuals considered for employment and professional services
across the Group are selected on the basis of their experience, professional qualifications and ability and a such the Company
does not discriminate on aspects such as age, gender or educational and professional background.
The Company is a small exploration company and the Company’s only employees comprising of the 5 Board Directors
who have been in office since the Listing on 1 June 2021 and were the Board members on the basis of whose experience
and expertise investors invested in the Company at the time of the Listing. The Company has at the date of these accounts
not expanded or changes the composition of its Board and accordingly has not met the following
targets on board diversity
(i) at least 40% of the individuals on its board of directors are women; and
(ii) at least one of the following senior positions on its board of directors is held by a woman (A) the chair; (B) the chief executive;
(C) the senior independent director; or (D) the chief financial officer.
The Company has met the target that at least one individual on its board of directors s from a minority ethnic background
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
24
The diversity composition of the Board is shown in the table below:
Number of
board
members
Percentage of
the board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Men 5
100 %
3
3
100%
Women 0
Nil
-
-
Nil
Ethnic Background of Board members
Number
of board
members
Percentage
of the
board
Number
of senior
positions
on the
board
(CEO,
CFO,
SID and
Chair)
Number in
executive
management
Percentage
of executive
management
White British or other White
(including minority-white
groups)
4
80%
2
2
66%
Mixed/Multiple Ethnic Groups
Asian/Asian British
1
20%
1
1
33%
Black/African/Caribbean/Black
British
Other ethnic group, including
Arab
Not specified/ prefer not to say
Internal control
The Board is responsible for establishing and maintaining the Group’s system of internal control. Internal control systems
manage rather than eliminate the risks to which the Group is exposed and such systems, by their nature, can provide
reasonable but not absolute assurance against misstatement or loss.
There is a continuous process for identifying, evaluating and managing the significant risks faced by the Group. The key
procedures which the Directors have established with a view to providing effective internal control, are as follows:
• Identification and control of business risks The Board identifies the major business risks faced by the Group and
determines the appropriate course of action to manage those risks.
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
25
• Budgets and business plans Each year the Board approves the business plan and annual budget. Performance is monitored
and relevant action taken throughout the year through the regular reporting to the Board of changes to the business
forecasts.
• Investment appraisal Capital expenditure is controlled by budgetary process and authorisation levels. For expenditure
beyond specified levels, detailed written proposals must be submitted to the Board. Appropriate due diligence work is
carried out if a business or asset is to be acquired.
Environmental, Social and Governance (ESG) Policy
African Pioneer plc practises responsible exploration as reflected in our ESG policy and our activities. By doing so we reduce
project risk, avoid adverse environmental and social impacts, optimising benefits for all stakeholders while adding value to
our projects.
Our business associates, consultants and contractors perform much of our primary activities at our projects and therefore we
require that all representatives and contractors working on our behalf or for our subsidiaries accept and adhere to the
principles set out in this policy. We encourage input from those with local knowledge and we review this policy on a regular
basis.
Our ESG policy is guided by the Prospectors & Developers Association of Canada’s (PDAC) Framework for Responsible
Exploration (known as e3 Plus) which encourages mineral exploration companies to complement and improve social,
environmental and health and safety performance across all exploration activities around the world.
Adopting Responsible Governance and Management
: African Pioneer is committed to environmentally and socially responsible
mineral exploration and has developed and implemented policies and procedures for corporate governance and ethics. We
ensure that all staff and key associates are familiar with these and have the appropriate level of knowledge of these policies
and procedures.
The Company employs persons and engages contractors with the required experience and qualifications relevant to their
specific tasks and, where necessary, seeks the advice of specialists to improve understanding and management of social,
environmental, human rights and security, and health and safety.
African Pioneer’s Corporate Governance Statement can be viewed on our website and the Company has an Anti-Bribery and
Corruption policy and an Anti-Slavery policy.
•
Applying Ethical Business Practices: As well as our shareholders and staff, our stakeholders include local communities
and local leadership, government and regulatory authorities, suppliers, contactors and consultants, our local business
partners and other interested parties. Our corporate culture and policies require honesty, integrity, transparency and
accountability in all aspects of our work and when interacting with all stakeholders.
The Company takes all necessary steps to ensure that activities in the field minimise or mitigate any adverse impacts on
both the environment and on local communities.
•
Respecting Human Rights: The exploration activities of African Pioneer are carried out in line with applicable laws on
human rights and the Company does not engage in activities that have adverse human rights impacts.
•
Commitment to Project Due Diligence and Risk Assessment: We make sure we are informed of the laws, regulations,
treaties and standards that are applicable with respect to our activities. We ensure that relevant parties are informed and
prepared before going into the field in order to minimise the risk of miscommunication, unnecessary costs and conflict,
and to understand the potential for creating opportunities with local communities where possible.
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
26
• Engaging Host Communities and Other Affected and Interested Parties: African Pioneer is committed to engaging
positively with local communities, regulatory authorities, suppliers and other stakeholders in its project locations, and
encourages feedback through this engagement. Through this process, the Company develops and fosters the relationships
on which our business relies for success.
•
Protecting the Environment: We are committed to ensuring that environmental standards are met or exceeded in the
course of our exploration activities. Applicable laws and local guidelines in all project jurisdictions are followed
diligently and exploration programmes are only carried out once relevant permits and approvals have been secured from
the appropriate regulatory bodies.
African Pioneer is committed to good practices in rehabilitation and repair during its mineral exploration activities and,
where possible, choose less impactful exploration methods to limit disturbance.
•
Safeguarding the Health and Safety of Workers and the Local Population: Company activities are carried out in accordance
with good practice and applicable laws related to Health and Safety.
Environment Health, safety and community statement
The Group is committed to providing a safe working environment for all its employees and to responsibly manage all of the
environmental interactions of its business. Its objective is to perform and achieve at a level notably in excess of the regulatory
minima required by the host countries in which it does business.
The following specific principles are adhered to by the Group:
Health & Safety
• Provision of health and safety training to all employees;
• All necessary measures are taken to minimise workplace injuries, and
• Establishment of management and advisory programmes for the prevention of transmissible diseases.
Environment
The Group prides itself on being a skilled and responsible operator. It functions with the clear mandate of being in full
compliance with corporate standards, applicable environmental laws, regulations and permit requirements. It has an internal
monitoring programme in place that plays a critical role in continuously improving its environmental performance.
The Group strives to minimise its environmental effects wherever and to:
• Comply with applicable laws, regulations and commitments wherever it operates;
• Ensure it has the necessary resources, procedures, training programmes and responsibilities in place to achieve its
environmental objectives;
• Strive to protect air and water quality, minimise consumption of water and energy, and protect natural habitats and
biodiversity;
• Promote an ongoing environmental dialogue with its stakeholders in the communities where it conducts business;
• Collaborate with stakeholders to define environmental priorities and to protect the environment, and
• Consider the requirement for environmental protection in all aspects of exploration and development.
Communities
As well as recognising the need to protect the natural environment the Group will follow Best Practices in:
• its interactions with local communities,
• respecting customs and cultural practices, and • minimising intrusion upon lifestyles and traditions.
The Group will not violate human rights and will, wherever possible, favour employment for local people when it recruits.
It will strive to be recognised as a socially aware and responsible business
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
27
Task Force on Climate-related Financial Disclosures (TCFD)
The Company has not included climate-related financial disclosures consistent with any of the TCFD Recommendations and
Recommended Disclosures, as required by Listing Rule 14.3.27, neither in this annual financial report or any other document
as it has not yet established the metrics and obtained the data to do this. Set out below is a summary of the Company's
activities and how the Company proposes to align with the TCFD recommendations.
The Company will provide an update of its
alignment with the TCFD recommendations in next year's Annual Report.
The Company’s business strategy is to explore for base metals focusing on Southern Africa which are materials used to
produce diverse products used in modern living in a safe and sustainable environment for all its stakeholders with a focus on
copper projects. As an organisation, we recognise the growing importance of understanding the impact of climate change on
the environment in which we operate and its potential impact on the business.
TCFD was established in 2015 to improve and increase reporting of climate-related financial information and to provide
information to investors about the actions companies are taking to mitigate the risks of climate change, as well as to provide
increased clarity on the way in which they are governed.
The Company’s exploration activities are “asset” light as the Company does not own its drilling and exploration equipment
and instead uses contractors and it is a standard operating procedure for exploration activities to be conducted in accordance
with applicable environmental regulations. The effect of this is that the Company’s demand for and use of carbon fuels is
very low though its contractors will use carbon fuels. An opportunity arising for the Company’s from climate change is that
copper is projected to increase in response to the global green energy transition in particular for electric vehicles, charging
stations and the generation and distribution of renewable energy.
The Company is planning to adopt the TCFD framework and recommendations to the extent that it is appropriate given the
size of the company and its activities. The framework is useful as a guide to understand how climate change could impact a
broad range of business drivers and will provide a structured approach for the Group, to work towards embedding climate
into our decision-making and will enable us to learn from and apply best practice on reporting and disclosures.
We see this as a means to increase the quality and transparency in our climate related disclosures whilst taking the first steps
on the roadmap of TCFD reporting. We aim to ensure our stakeholders will have a better understanding of the Company’s
operational and business resilience to climate change and how we will incorporate the consideration of climate-related risks
and opportunities in our business model. The table below provides a brief statement on our current thought process to
understand and begin aligning with the TCFD recommendations.
Governance: The Group’s governance relating to climate-related risks and opportunities is the responsibility of the Board.
Strategy: The actual and potential impacts of climate-related risks and opportunities will have effects on the business
policies, strategy and financial planning of APP.
Risk Management: The financial director is responsible for APP’s risk assessment and identifying, assessing, and
managing climate related risks is part of that function.
Metrics & Targets: The formulation of metrics and targets used to assess and manage relevant climate related risks and
opportunities will be considered.
AFRICAN PIONEER PLC
STRATEGIC REPORT)
28
The Directors present their strategic report on the group for the year ended 31 December 2022.
PRINCIPAL ACTIVITY
African Pioneer Plc (“the Company”) is a public limited company which is listed on the main market of the London Stock
Exchange and incorporated and domiciled in the Isle of Man. The Company’s registered address is 34 North Quay, Douglas,
Isle of Man, IM1 4LB.
The Company is the parent company of African Pioneer Zambia Ltd, Resource Capital Partners Pty Ltd and Zamcu
Exploration Pty Ltd, which has an 85% equity holding in Manmar Investments One Hundred and Twenty Nine (Pty) Ltd
and Manmar Investments One Hundred and Thirty Six (Pty) Ltd. (see note 10 for further details).
The principal activity of the Company and its subsidiaries (the “Group”) is the exploration for base metals in Zambia,
Namibia and Botswana.
GOING CONCERN
As disclosed in Note 2 The Group made a loss from all operations for the year ended 31 December 2022 after tax of
£(671,000) (2021: restated profit of £273,471). An operating loss is expected in the year subsequent to the date of these
accounts and as a result the Company will need to raise funding to provide additional working capital to finance its ongoing
activities. The management team has successfully raised funding for exploration projects in the past, but there is no guarantee
that adequate funds will be available when needed in the future.
Based on its current reserves and the Board's assessment that the Company will be able to raise additional funds, as and when
required, to meet its working capital and capital expenditure requirements, the Board have concluded that they have a
reasonable expectation that the Group can continue in operational existence for the foreseeable future. For these reasons the
financial statements have been prepared on the going concern basis, which contemplates continuity of normal business
activities and the realisation of assets and discharge of liabilities in the normal course of business.
KEY PERFORMANCE INDICATORS
The key performance indicators in assessing the completion of this activity are monitored on a regular basis:
• Progress with exploration, monitoring licence commitments and environmental compliance; and
• Cash management – ensuring that the Company is well funded and has adequate cash to meet to meet its obligations as they
fall due.
REVIEW OF THE BUSINESS
Details of the Company’s strategy, results and prospects are set out in the Chairman’s Statement and in the Operations Report
on pages 3 to 15.
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
29
Financial highlights:
• £671k consolidated loss after tax (2021: £273k - profit)
• Approximately £72k cash at bank at the year-end (2021: £1.19m).
• The basic and diluted losses per share are summarised in the table below
Profit/(Loss) per share
(pence)
2022
2021
restated
Basic
Note 6
(0.35)p
0.24p
Diluted
Note 6
(0.29)p
0.20p
• The net asset value of the Group at as at 31 December 2022 was £5.4M (31 December 2021 restated £6.1m)
INVESTMENTS HELD BY THE COMPANY FOR RESALE
At year-end, the Group held investments in five companies classified as available-for-sale investments and valued at
£395,750 and had a cash balance of £71,674. The Group is able to raise additional cash at short notice by selling its
investments which are liquid. It is the Group’s intention not to purchase any new investments and to hold its residual portfolio
as realisable investments as a source of liquidity to cover explorations costs and general overheads of the Group.
PORTFOLIO HOLDING AT 31 December 2022
Number
Cost
Valuation
Valuation
31/12/22
31/12/22
31/12/22
31/12/21
Jubilee Metals Group Plc
217,802
8,266
22,107
35,393
Galileo Resources Plc
2,500,000
50,000
32,500
24,500
Sandfire Resources Ltd
107,272
302,960
329,325
379,489
South 32 Limited
-
-
-
30,044
Xtract Resources Plc
606,060
20,217
11,818
33,030
TOTAL FOR AFRICAN PIONEER
PLC
381,443
395,750
502,456
PRINCIPAL RISKS
AND UNCERTAINTIES
This business carries a high level of risk and uncertainty, although the potential rewards can be outstanding. The Directors
have identified the following principal risks in regards to the Group’s future. The relative importance of risks faced by the
Group can, and is likely to, change as the Group executes its strategy and as the external business environment evolves
the
strategy as may be required based on developments and exploration results. Key elements of this process are the Group’s monthly
reporting and Board meetings.
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
30
Strategic risk
The Group’s strategy may not deliver the results expected by shareholders. The Directors regularly monitor the
appropriateness of the strategy, taking into account both internal and external factors, together with progress in and modify
Exploration risk
Exploration at the Namibia, Zambia and Botswana Projects may not result in success.
Whilst the Directors endeavour to apply what they consider to be the latest technology to assess projects, the business of
exploration for and identification of minerals and metals, is speculative and involves a high degree of risk. The mineral and
metal potential of the Group’s initial projects, Namibia and Zambia, may not contain economically recoverable volumes of
minerals, base metals, or precious metals of sufficient quality or quantity. To mitigate this risk, the Group has acquired the
rights to carry out exploration and earn an interest in certain licences in the specific areas.
Even if there are economically recoverable deposits, delays in the construction and commissioning of mining projects or
other technical difficulties may make the deposits difficult to exploit. The exploration and development of any project may
be disrupted, damaged or delayed by a variety of risks and hazards which are beyond the control of the Group. These include
(without limitation) geological, geotechnical and seismic factors, environmental hazards, technical failures, adverse weather
conditions, acts of God and government regulations or delays.
Exploration is also subject to general industrial operating risks, such as equipment failure, explosions, fires and industrial
accidents, which may result in potential delays or liabilities, loss of life, injury, environmental damage, damage to or
destruction of property and regulatory investigations. The Group may also be liable for the mining activities of previous
miners and previous exploration works. Although the Group intends, itself or through its operators, to maintain insurance in
accordance with industry practice, no assurance can be given that the Group or the operator of an exploration project will be
able to obtain insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available
to cover any such claims. The Group may elect not to become insured because of high premium costs or may incur a liability
to third parties (in excess of any insurance cover) arising from pollution or other damage or injury.
Environmental and other regulatory risks
In relation to the Group’s existing projects the environmental impact to date is limited to activities associated with
exploration. The ultimate development of any project into a mining operation will inevitably impact considerably on the local
landscape and communities. These projects sit in an area of considerable natural beauty and therefore there is likely to be
opposition to mining by some parties. This may impact on the cost and/or Group’s ability to sell or move these projects into
production.
While the Group believes that its operations and future projects are currently, and will be, in substantial compliance with all
relevant material environmental and health and safety laws and regulations, including relevant international standards, there
can be no assurance that new laws and regulations, or amendments to, or stringent enforcement of, existing laws and
regulations will not be introduced.
Nevertheless, the Group will continue to vigorously apply international standards to the design and execution of any and all
of its activities, including engagement and consultation with local communities, and non-governmental and Governmental
organisations to ensure any impacts of current and future activities are minimised and appropriately managed. The Group
has organisations to ensure any impacts of current and future activities are minimised and appropriately managed. The Group
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
31
has established a comprehensive suite of health, safety, environmental and community policies which will underpin all future
activities.
Financing
The successful exploration or exploitation of natural resources on any project will require significant capital investment. The
only sources of financing currently available to the Group are through the issue of additional equity capital in the
Company or through bringing in partners to fund exploration and development costs. The Group’s ability to raise further
funds will depend on the success of their investment strategy and conditions in financial and commodity markets. The
Group may not be successful in procuring the requisite funds on terms which are acceptable to it (or at all) and, if such
funding is unavailable, the Group may be required to reduce the scope of its investments or anticipated expansion.
Political, economic and regulatory regime
The licences and operations of the Group are in jurisdictions outside the United Kingdom and accordingly there will be a
number of risks which the Group will be unable to control. Whilst the Group will make every effort to ensure it has robust
commercial agreements covering its activities, there is a risk that the Group’s activities will be adversely affected by
economic and political factors such as the imposition of additional taxes and charges, cancellation or suspension of licences
and changes to the laws governing mineral exploration and operations.
The Group’s activities will be dependent upon the grant of appropriate licences, concessions, leases, permits, and regulatory
consents that may be withdrawn or made subject to limitations. There can be no assurance that they will be granted or renewed
or if so, on what terms. There is also the possibility that the terms of any licence may be changed other than as represented
or expected.
The current focus of the Group’s activities, offer stable political frameworks and actively support foreign investment. The
countries have well-developed exploration and mining code and proactive support for foreign companies. Through a
programme of proactive engagement with each Government at all levels the Group is able to partially mitigate these risks by
establishing professional working relationships.
Dependence on key personnel
The Group is dependent upon its executive management team and various technical consultants. Whilst it has entered into
contractual agreements with the aim of securing the services of these personnel, the retention of their services cannot be
guaranteed. The development and success of the Group depends on its ability to recruit and retain high quality and
experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as the
Group grows could have an adverse effect on future business and financial conditions. Nevertheless, through programmes of
incentivising staff, appropriate succession planning, and good management these risks can be largely mitigated.
Uninsured risk
The Group, as a participant in exploration and development programmes, may become subject to liability for hazards that
cannot be insured against or third-party claims that exceed the insurance cover. The Group may also be disrupted by a variety
of risks and hazards that are beyond its control, including geological, geotechnical and seismic factors, environmental
hazards, industrial accidents, occupation and health hazards and weather conditions or other acts of God.
Other business risks
In addition to the current principal risks identified above and those disclosed in note 3 to the financial statements, the Group’s
business is subject to risks relating to the financial markets and commodity markets. The buoyancy of both the
aforementioned markets can affect the ability of the Group to raise funds for exploration. The Group has identified certain
risks pertinent to its business including:
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
32
Strategic and Economic:
• Business environment changes
• Limited diversification
Operational:
• Difficulty in obtaining / maintaining / renewing Licences / approvals
Commercial:
• Failure to maximise value from its Namibia/Zambia/Botswana projects
• Loss of interest in key assets
• Regulatory compliance and legal
Human Resources and Management:
• Failure to recruit and retain key personnel
• Human error or deliberate negative action
• Inadequate management processes
Financial:
• Restrictions in capital markets impacting available financial resources
• Cost escalation and budget overruns
• Fraud and corruption
The Directors regularly monitor such risks, using information obtained or developed from external and internal sources, and
will take actions as appropriate to mitigate these. Effective risk mitigation may be critical to the Group in achieving its
strategic objectives and protecting its assets, personnel and reputation. The Group assesses its risk on an ongoing basis to
ensure it identifies key business risks and takes measures to mitigate these. Other steps include regular Board review of the
business, monthly management reporting, financial operating procedures and antibribery management systems. The Group
reviews its business risks and management systems on a regular basis
PROMOTION OF THE COMPANY FOR THE BENEFIT OF THE MEMBERS AS A WHOLE
The Director’s believe they have acted in the way most likely to promote the success of the Company for the benefit of its
members as detailed below.
- Consider the likely consequences of any decision in the long term
- Act fairly between the members of the Company,
- Maintain a reputation for high standards of business conduct,
- Consider the interests of the Company’s employees,
- Foster the Company’s relationships with suppliers, customers, and others, and
- Consider the impact of the Company’s operations on the community and the environment.
Our Board of Directors remain aware of their responsibilities both within and outside of the Group. Within the limitations
of a Group with so few employees we endeavour to follow these principles, and examples of the application of the s172
are summarised and demonstrated below.
The Group operates as a mining exploration and development business which is speculative in nature and at times may be
dependent upon fund-raising for its continued operation. The nature of the business is well understood by the Company’s
members, employees and suppliers, and the Directors are transparent about the cash position and funding requirements.
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
33
The Company is investing time in developing and fostering its relationships with its key suppliers.
As a mining exploration company with future operations based in Scandinavia, the Board intends to take seriously its ethical
responsibilities to the communities and environment in which it works.
The interests of future employees and consultants are a primary consideration for the Board, and we have introduced an
inclusive share-option programme allowing them to share in the future success of the company. Personal development
opportunities are encouraged and supported.
OUTLOOK
Outlook for Copper: During the second half of 2022 into 2023 the copper price has recovered and forecasts for the price of
copper and its by-product metals remain positive in the range of US$10-US$15,000 per tonne. The outlook for copper supply
is quite pessimistic as most large copper mining projects have been shelved as a result of political or economic reasons and
from mid ’24 onwards we anticipate this will lead to both smaller but profitable mines being developed ,and junior mining
companies with good copper resources in reliable jurisdictions becoming potential targets for acquisitions by major mining
companies. As a result, the Company is well positioned with all its projects, to take part in a potential acquisition boom or
alternatively to attract financing for its own operations which might not otherwise have been available.
The major mining companies are seeking new projects for acquisition and all our projects have the fundamentals which may
attract the attention of larger companies as reflected in the fact that we have already entered into an agreement with Sandfire
in relation to certain of the Botswana Projects and First Quantum in relation to certain of the Zambian Projects.
We feel that there is a strong possibility that the current inflationary pressures and higher interest rates may slow down stock
markets but these conditions will be beneficial for the smaller metal producers who have historically outperformed under
these economic conditions.
The Board feels the Group has assembled an enviable portfolio of projects and we are pleased that Sandfire has taken and
retained a significant equity position in the Company. We look forward to advancing all our projects and providing our
shareholders with the prospects of enhanced value flowing into next year.
AFRICAN PIONEER PLC
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
34
STATEMENT AS TO THE DISCLOSURE OF INFORMATION TO THE AUDITORS
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under the law the directors have
prepared the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the
European Union. Under company law the directors must not approve the financial statements unless they are satisfied that
the financial statements give a true and fair view of the state of affairs and profit or loss of the Company for that period. In
preparing these financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company
will continue in business;
• state whether applicable IFRS’s have been followed, subject to any material departures disclosed and explained in
the financial statements.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to
ensure that the financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also
responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The directors confirm that:
• so far as each director is aware, there is no relevant audit information of which the Company’s auditor is unaware;
and
• the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of
any relevant audit information and establish that the auditors are aware of that information.
Legislation in the Isle of Man governing the preparation and dissemination of financial statements may differ from legislation
in other jurisdictions.
Signed on behalf of the Board:
28 April 2023
Colin Bird
Non-Executive Chairman
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT
35
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AFRICAN PIONEER PLC FOR THE
YEAR ENDED 31 DECEMBER 2022
Opinion
We have audited the financial statements of African Pioneer Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for
the year ended 31 December 2022 which comprise the consolidated statement of comprehensive income, the consolidated
statement of changes in equity, the company statement of changes in equity, the consolidated statement of financial position,
the company statement of financial position, the consolidated statement of cash flows, the company statement of cash flows
and the related notes 1 to 18, including a summary of significant accounting policies. The financial reporting framework that
has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted
by the EU.
In our opinion, the financial statements:
• give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2022
and of the group’s result for the year then ended;
• have been properly prepared in accordance with IFRSs.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our
other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Relating to Going Concern
We draw attention to note 2 in the financial statements, which indicates that the Company and Group made a loss of
(£658,505) and (£670,871) respectively, and an operating loss is expected in the year subsequent to the year of these financial
statements. As a result the Company and Group will need to raise funding to provide additional working capital to finance
its ongoing activities. As stated in note 2, these conditions, along with other matters set forth in note 2, indicate that material
uncertainty exists that may cast significant doubt on the Company and Group’s ability to continue as a going concern.
Our audit opinion is not modified in respect of this matter.
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
36
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources
in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Key audit matters
Description of the risk
How the scope of our audit
addressed the risk
Revenue recognition
There is a risk of fraud in
revenue recognition giving rise
to material misstatements in the
accounts.
Our work examined sources of
income and no evidence of
fraud or other understatement
in revenue was identified.
Risk that management is able to
override controls
Risk that inappropriate
accounting journals may be
posted giving rise to material
misstatement in the accounts.
We examined journals posted
around the year end,
specifically focusing on areas,
which are more easily
manipulated.
We identified n
o evidence of
management override in respect
of inappropriate manual
journals recorded in any section
of the financial statements.
IFRS6 Mining and Exploration
rights
Risk that mining exploration
and licensing costs are
inappropriately capitalised with
respect to the criteria set out in
IFRS 6.
Our work examined licenses
and other capitalised
expenditure to ensure it fell
within the capitalisation criteria
under IFRS6 and no evidence of
impairment was identified.
Public Limited Company listing
status
By virtue of the Company’s
listing status and its public
profile, the Company has
enhanced regulatory
supervision and therefore any
non-
compliance with such
regulations could affect the
entities ability to trade and
therefore its going concern
status
The listing regulations were
reviewed and all filings
required of the Company were
seen to have been correctly
made on time. No instance of
non-compliance was identified.
Overseas group entities
Risk that as the group has
overseas entities that the
accounting records may not be
easily obtainable.
The finance function and
controls are all centralized from
the UK, no evidence of issues
with overseas entities
identified.
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
37
Our application of materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material if it could
reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of
materiality to both focus our testing and evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the Group’s financial statements as a whole to
be £143,171. In determining this, we considered a range of benchmarks with specific focus on the net assets at the balance
sheet date. This materiality level represents 2.7% of net assets.
Based on our professional judgement, we determined overall materiality for the Parent Company’s financial statements as a
whole to be £143,171. In determining this, we considered a range of benchmarks with specific focus on the net assets at the
balance sheet date. This materiality level represents 3.4% of net assets.
We report to the Audit Committee all identified unadjusted errors in excess of £7,159. Errors below that threshold would
also be reported if, in our opinion as auditor, disclosure was required on qualitative grounds.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment, including controls, and assessing
the risks of material misstatement.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does
not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in
the financial statements or a material misstatement of the other information. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the directors’ report for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
• the directors’ report has been prepared in accordance with applicable legal requirements.
Matters on which we report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we
have not identified material misstatements in the directors’ report. We have nothing to report in respect of the following
matters if, in our opinion:
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
38
• adequate accounting records have not been kept, or returns adequate for our audit have not been received from
branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit; or
• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and
take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to
prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 11, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing
the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identify and assess the risks of material misstatement contained within the financial statements, whether due to fraud or
error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is
sufficient and appropriate to provide a basis for our opinion.
Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance
with laws and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance;
• results of our enquiries of management about their own identification and assessment of the risks of irregularities;
• any matters we identified having obtained and reviewed the Company’s documentation of their policies and
procedures relating to:
• identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of
noncompliance;
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
39
• detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged
fraud;
• the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
• the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for
fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk
of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on
provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in
the financial statements. The key laws and regulations we considered in this context included the Isle of Man Companies Act
and local tax legislation.
Audit response to risks identified
As a result of performing the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as having a direct effect on the financial statements;
• enquiring of management concerning actual and potential litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud;
• reading minutes of meetings of those charged with governance;
• obtained an understanding of provisions and held discussions with management to understand the basis of recognition
or non-recognition of tax provisions; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries
and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a
potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the
normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
including internal specialists and significant component audit teams and remained alert to any indications of fraud or
noncompliance with laws and regulations throughout the audit.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at:
https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-
auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx This description forms
part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body. Our audit work has been undertaken so that we might state
to the company’s members those matters we are required to state in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the
company’s members, as a body, for our audit work, for this report, or for the opinion we have formed.
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
40
Robert Wood (Senior Statutory Auditor)
For and on behalf of
Shipleys LLP
Chartered Accountants & statutory auditor
10 Orange Street
Haymarket
London
WC2H 7DQ
Date: 28 April 2023
AFRICAN PIONEER PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
41
For the year ended 31 December 2022
Notes
Year ended 31
December 2022
Year ended 31 December
2021
Restated
£
£
CONTINUING OPERATIONS
Income:
Option fees received re licenses
Interest receivable
Dividend receivable
Realised gain on sale of investments
Unrealised gain on investments
(78,197 )
Total Income
Administrative expenses
(70,926 )
Administrative expenses
4
(599,965 )
(291,690 )
Listing related costs
(79,925 )
Mining licenses and rights
Total Administrative Expense
(599,965 )
(371,615 )
OPERATING (LOSS)/PROFITFOR THE
YEAR
(670,891 )
Interest expense
(2,373 )
Interest income
(LOSS)/PROFIT BEFORE TAX
(670,871 )
Taxation
7
(122,222 )
NET (LOSS)/PROFIT FOR THE YEAR
(670,871 )
Other comprehensive income:
Other comprehensive income
(Loss)/Profit for the financial year
Items that may be reclassified to profit
or loss:
Foreign currency reserve movement
(32,256 )
Total comprehensive (loss)/profit for the
financial year
(703,127 )
Attributable to:
Owners of the Company
(703,127 )
Non-controlling interest
(703,127 )
Basic loss per share
6
(0.35 ) p
Diluted loss per share
6
(0.29 ) p
All results are derived from continuing
operations.
AFRICAN PIONEER PLC
42
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2022
Notes
Year ended 31
December 2022
Year ended 31 December
2021
Restated
£
£
NON-CURRENT ASSETS
Exploration and evaluation
assets
10
Total Non-Current Assets
CURRENT ASSETS
Trade and other receivables
11
Cash and cash equivalents
Available-for-sale
investments
8
Total Current Assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
12
(230,260 )
(83,949 )
Taxation
7
(122,222 )
(122,222 )
Total Current Liabilities
(352,482 )
(206,171 )
NET CURRENT
(LIABILITIES) / ASSETS
NON-CURRENT
LIABILITIES
Loans
13(i)
Total Non-Current
Liabilities
TOTAL LIABILITIES
(352,482 )
(206,171 )
NET ASSETS
EQUITY
Share capital
14
Warrant reserve
15
Foreign exchange reserve
Retained earnings
(949,716 )
(278,845 )
Non controlling interest
TOTAL EQUITY
The notes on pages 48-66 are an integral part of these financial statements.
AFRICAN PIONEER PLC
43
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2022
Share
capital
Capital
contribution
Retained
earnings
Restated
Foreign
exchange
reserve
Warrant
reserve
Non
Controlling
interest
Total
equity
Restated
£
£
£
£
£
£
£
As at 1 January 2021
(552,315 )
Net proceeds from shares
issued
Acquisition of subsidiaries
Acquisition of additional
15% of Manmar subsidiaries
Loan notes converted into
shares
(186,446 )
(186,446 )
Profit for the year
Share based payment charge
(8,834 )
Non-controlling interests on
acquisition of subsidiary
As at 31 December 2021
Restated
(278,845 )
As at 1 January 2022
(278,845 )
Profit / (Loss) for the year
(670,871 )
(32,256 )
(703,127 )
Share based payment charge
(15,067 )
Non-controlling interests on
acquisition of subsidiary
As at 31 December 2022
(949,716 )
The notes on pages 46-66 are an integral part of these financial statements.
AFRICAN PIONEER PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
44
For the year ended 31 December 2022
Notes
Year ended
31
December
2022
Year ended
31
December
2021
Restated
£
£
CASH FLOW FROM OPERATIONS
Profit/(Loss) before taxation
(670,871 )
Adjustments for:
Interest received
Dividends received
(2,951 )
(691 )
(Gain) on disposal of investment shares
(4,320 )
Loss/(Gain) in fair value of investment at reporting date
8
(100,391 )
Interest expense
Operating (loss) before movements in working capital
(599,945 )
Decrease/(Increase in receivables)
(21,302 )
Increase in payables
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
(442,935 )
TAXATION PAID
CASH FLOW FROM INVESTING ACTIVITIES
Interest received
Dividends received
Investments purchased
(302,960 )
Investments sold
Purchases of Exploration and evaluation assets
(679,894 )
(303,206 )
Purchase of Exploration and Evaluation
assets on Acquisition of subsidiaries
(427,163 )
NET CASH INFLOW FROM INVESTING ACTIVITIES
(644,114 )
(1,032,638 )
CASH FLOW FROM FINANCING ACTIVITIES
Issue of convertible loan notes
Proceeds from Issue of shares, net of issue costs
Loan repayment
(49,143 )
NET CASH INFLOW FROM FINANCING ACTIVITIES
Net increase/(decrease) in cash and cash equivalents in the period
Effect of foreign exchange rate changes
(32,256 )
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
The notes on pages 48-66are an integral part of these financial statements.
AFRICAN PIONEER PLC
COMPANY STATEMENT OF FINANCIAL POSITION
45
As at 31 December 2022
Notes
31 December 2022
31 December 2021
Restated
£
£
NON-CURRENT
ASSETS
Investment in
subsidiaries
10
2,796,500
2,796,500
Total Non-Current
Assets
2,796,500
2,796,500
CURRENT ASSETS
Trade and other
receivables
11
1,557,828
866,342
Cash and cash
equivalents
71,664
1,190,969
Available-for-sale
investments
8
395,750
502,456
Total Current Assets
2,025,242
2,559,767
TOTAL ASSETS
4,821,742
5,356,267
CURRENT
LIABILITIES
Trade and other
payables
12
(689,809)
(565,829)
Total Current
Liabilities
(689,809)
(565,829)
NET CURRENT
ASSETS /
(LIABILITIES)
1,335,433
1,993,938
NON-CURRENT
LIABILITIES
Loans
13(i)
-
-
Total Non-Current
Liabilities
-
-
TOTAL
LIABILITIES
(689,809)
(565,829)
NET ASSETS
4,131,933
4,790,438
EQUITY
Share capital
14
5,475,204
5,490,271
Warrant reserve
15
23,901
8,834
Retained earnings
(1,367,172)
(708,667)
TOTAL EQUITY
4,131,933
4,790,438
The notes on pages 46-66 are an integral part of these financial statements.
The financial statements of African Pioneer Plc (registered number 008591V) were approved by the board on 28 April
2023 and signed on its behalf by:
C Bird R Samtani
Non-Executive Chairman Director
AFRICAN PIONEER PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
46
For the year ended 31 December 2022
Share capital
Capital
contribution
Retained
earnings
Restated
Warrant
reserve
Total
equity
Restated
£
£
£
£
£
As at 1 January 2021
452,983
186,446
(552,315)
-
87,114
Net proceeds from shares issued
2,030,877
-
-
-
2,030,877
Acquisition of subsidiaries
2,962,500
-
-
-
2,962,500
Acquisition of additional 15% of
Manmar subsidiaries
52,745
-
-
-
52,745
Loan notes converted into shares
-
(186,446)
-
-
(186,446)
Share based payment charge
(8,834)
-
-
8,834
-
Loss for the year
-
-
(156,352)
(156,352)
As at 31 December 2021
(Restated)
5,490,271
-
(708,667)
8,834
4,790,438
As at 1 January 2022
5,490,271
-
(708,667)
8,834
4,790,438
Share based payment charge
(15,067)
-
-
15,067
-
(Loss) for the year
-
-
(658,505)
(658,505)
As at 31 December 2022
5,475,204
-
(1,367,172)
23,901
4,131,933
The notes on pages 46-66 are an integral part of these financial statements.
AFRICAN PIONEER PLC
COMPANY STATEMENT OF CASH FLOWS
47
For the year ended 31 December 2022
Notes
Year ended
31
December
2022
Year ended
31
December
2021
Restated
£
£
CASH FLOW FROM OPERATIONS
Profit/(Loss) before taxation
(658,505)
(156,352)
Adjustments for:
Interest received
-
-
Dividends received
(2,951)
(691)
(Gain) on disposal of investment shares
(4,320)
-
Loss/(Gain) in fair value of investment at reporting date
8
78,197
(100,391)
Interest expense
-
-
Operating (loss) before movements in working capital
(587,579)
(257,434)
Decrease/(Increase) in receivables
10,699
(20,559)
Increase/(decrease) in payables
146,305
(8,258)
Increase / (decrease) in loans to subsidiaries
(724,510)
325,383
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
(1,155,085)
39,132
TAXATION PAID
CASH FLOW FROM INVESTING ACTIVITIES
Interest received
-
-
Dividends received
2,951
691
Investments purchased
8
-
(302,960)
Investments sold
32,829
-
Acquisition of subsidiaries
-
(428,644)
-
-
NET CASH INFLOW FROM INVESTING ACTIVITIES
35,780
(730,913)
CASH FLOW FROM FINANCING ACTIVITIES
Issue of convertible loan notes
-
-
Proceeds from Issue of shares, net of issue costs
-
1,844,431
Loan repayment
-
(49,143)
NET CASH INFLOW FROM FINANCING ACTIVITIES
-
1,795,288
Net increase/(decrease) in cash and cash equivalents in the period
1,119,305
1,103,507
Cash and cash equivalents at the beginning of the period
1,190,969
87,462
Cash and cash equivalents at the end of the period
71,664
1,190,969
The notes on pages 46-66 are an integral part of these financial statements.
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
48
FOR THE YEAR ENDED 31 DECEMBER 2022
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
49
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
50
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
51
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
52
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
53
3. FINANCIAL RISK MANAGEMENT (continued)
Board regularly reviews and agrees policies for managing each of these risks and they are summarised below. These
policies have remained constant throughout the period.
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
54
3. FINANCIAL RISK MANAGEMENT (continued)
Financial liabilities
There are no currency or interest rate risk exposures on financial liabilities as they are denominated in £ Sterling.
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
55
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
56
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
57
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
58
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
59
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
60
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
61
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
62
16. PRIOR PERIOD ADJUSTMENT
The Company is restating it's statement of Comprehensive Income and Financial Position as at 31st December 2021
as during this period the Company’s income was overstated by £555,556 and the Group’s net profit after taxation was
overstated by £122,222. The Company overstatement of income arose as a result of a subsidiary’s income being
attributed to the Company so did not affect the Group’s Comprehensive Income for the period. The Group’s
overstatement of net profit after taxation arose due to a provision of £122,222 for taxation by one of the Group’s
subsidiaries. For Company the effect was that net assets were lower by £555,556 and for the group the effect was net
assets were lower by £122,222.
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
63
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
64
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
65
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 (continued)
66