XLON:AFP ESEF Annual Report
AFRICAN PIONEER PLC (XLON:AFP)
ESEF Annual Report
2024-04-30
For: 2023-12-31
View Original
Added on
October 02, 2026
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
(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 6
Directors’ Report 14
Directors’ Remuneration Report 17
Corporate Governance Report 20
Strategic Report 27
Statement of Directors’ Responsibilities 33
Independent Auditor’s Report 34
Consolidated Statement of Comprehensive Income 39
Consolidated Statement of Financial Position 40
Consolidated Statement of Changes in Equity 41
Consolidated Statement of Cash Flows 42
Company Statement of Financial Position 43
Company Statement of Changes in Equity 44
Company Statement of Cash Flows 45
Notes to the Financial Statements 46-65
AFRICAN PIONEER PLC
2
COMPANY INFORMATION
DIRECTORS
C Bird (Executive 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
REGISTERED NUMBER
008591V
REGISTERED OFFICE
19-21 Circular
Douglas
Isle of Man
IM1 1AF
AUDITORS
RPG Crouch Chapman LLP
40 Gracechurch Street
London EC3V OBT, 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
AFRICAN PIONEER PLC
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KEY HIGHLIGHTS
Consolidated Net assets – £ 5,214,181 (2022 – £ 5,238,820)
Consolidated (Loss)/Profit - Loss – £ (689,213) (2022 - (670,871))
The Group reports its results and raises funds in Pounds Sterling (GBP).
Its primary assets are in Zambia, Namibia, and Botswana
CHAIRMAN’ STATEMENT
Dear Shareholder,
African Pioneer continues to make good technical progress in a climate where smaller mining companies are starved for
attention.
Despite the lengthy period of smaller company neglect, your board remains convinced that it has an enviable portfolio of
projects, which can only benefit from the forecasted decline in copper production, against an unprecedented demand for the
metal.
In Zambia, we have four exploration licences, which are under option to First Quantum Mineral Ltd (“First Quantum”).
During the period under review, First Quantum exercised their option on two of the licences and post review period exercised
their option on the other two. We are fortunate in having First Quantum as a joint venture partner, who throughout our
association have exhibited diligence and transparency over their intent and results.
Our joint venture exploration with First Quantum have resulted in proof of concept that the rich Congo style and lithology of
the Congo extends into Zambia and possibly beyond into Angola. The exploration programmes have produced numerous
intersections of copper mineralisation close to surface and our deeper holes have intersected all the pre-cursors necessary for
the Kamoa and western Foreland style, evidenced by Ivanhoe Resources. Thus, the architecture for mineralisation is in place
and our partners are busily modelling as well as practically pursuing the objective of discovery.
At our Namibian operation, Omgombo, we carried out a near surface drilling programme and extended the previously
identified open-pittable mineralisation.
In addition, we remodelled the population of boreholes and as announced on 16 May 2023 announced an increased gross
1
Indicated Mineral Resource Estimate (MRE) in our 85% owned Ongombo project of 5.7Mt at 1.1% Cu Equivalent (CuEq),
0.94% Cu and 0.23g/t Au and a very substantial Inferred underground potential Resource of 23Mt at 1.1% CuEq, 0.95% Cu
and 0.24g/t Au. This result includes the eastern shoot, though not completely drilled and thus no account has been taken of
the gold values, which is known to exist. We intend to embark upon a further drilling programme to ascertain the contribution
of gold and test the possibility of mineralisation between the eastern and central shoot, which has been postulated but not
properly tested. The Omgombo project has the benefit of a 20-year mining licence and an environmental clearance certificate,
which makes it a valuable asset with the company’s portfolio of copper projects.
Our projects in the Botswana Kalahari Copperbelt are considered to be too small to satisfy the requirements of Sandfire and
yet remain as active projects for our own activities. The propensity for small mine discovery (5,000-10,000 tonnes per
annum) exists as a future exploration activity for the Company.
1
gross representing 100% MRE and African Pioneer has 85% interest in the Project
AFRICAN PIONEER PLC
4
The board considers the 4 Zambian licences held with First Quantum are ideally placed in a much sought-after exploration
region and are optimistic for future exploration. As a result of our general exploration work in Zambia, we have elected to
prioritize Zambia as our key exploration destination and to this end are pursuing a number of licence acquisitions to
complement our existing licences.
I would like to thank my fellow board members and management for their hard work during the year and look forward to
adding significant value to our existing portfolio and acquiring new positions, further enhance the value of our copper
portfolio.
Yours sincerely,
Colin Bird, Executive Chairman
African Pioneer Plc
30 April 2024
AFRICAN PIONEER PLC
BOARD OF DIRECTORS AND SENIOR MANAGEMENT
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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 January 2010.
Raju Samtani – Finance Director
Raju is currently also finance director of Tiger Royalties and Investments Plc and Bezant Resources Plc, both 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. He was also
involved as founder shareholder and 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 25 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 (LRA) 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 Limited, 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 was a Solicitor but is no longer practising and a Fellow of the Chartered Institute for Securities &
Investment and is 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
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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 2023.
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 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) Loss: £689k loss after tax (2022: £671k – loss)
Approximately £372k cash at bank at the period end (2022: £72k).
The basic and diluted profit (losses) per share are summarised in the table below
Profit (
Loss
)
per share (pence)
2023
202
2
Basic
& Diluted
Note 6
(0.33)p
(
0.
35)
p
Net assets as at 31 December 2023 was £5.2m (31 December 2022 £5.2m)
Fundraisings:
On 19 June 2023 the Company announced a fundraising of £790,000 (gross) from existing shareholders, new investors and
Directors and the issuing 1,222,222 ordinary shares with no par value (“Ordinary Shares”) to settle £27,500 of accrued
consultancy fees.
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)
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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:
1. First Quantum Option Agreement: 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 “First Quantum Option Agreement”). On 26 October 2023 the Company
announced that First Quantum had issued an Option Exercise Notice in relation to 2 of the 4 Zambian exploration
licences the subject of the First Quantum Option Agreement and post the period end on 16 February 2024 that First
Quantum had issued an Option Exercise Notice in relation to the 2 other Zambian exploration licences the subject of
the First Quantum Option Agreement.
Highlights of First Quantum Option Agreement:
The four exploration licences the subject of the First Quantum 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
Prior to exercising its option First Quantum had met is initial expenditure requirement by spending US500,000 on
each of the exploration licences 27767-HQ-LEL, 27768-HQ-LEL, 27770-HQ-LEL, and 27771-HQ-LEL (the
“Zambian Projects”).
Although First Quantum has exercised its option it has at this stage not earned any shares in African Pioneer Zambia,
just the right to proceed to the First Earn In Period.
During the First Earn In Period which expires on 28 February 2026 , First Quantum 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%.
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
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
8
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 January 2010 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.
Exploration licence 27769-HQ-LEL which is not covered by the Option Agreement has been transferred from African
Pioneer Zambia to African Pioneer Chongwe Ltd a new Zambian company owned 80% by the Company and 20% by its
local partners and is in the Zambezi area located within the Zambezi belt of southern Zambia that hosts a Lower Katanga
supergroups.
2. Sandfire Option Agreement: The Sandfire Option Agreement was announced on 4 October 2021 and was for two years
from 2 October 2021 and relates to PL 100/2020, PL 101/2020, PL 102/2020 and PL 103/2020 (the “Included Licences”).
Sandfire paid US$500K and issued 107,272 Sandfire ordinary shares to the Company at the time of entering into the Sandfire
Option Agreement . As announced on 29 September 2023 Sandfire notified the Company that it would not be exercising its
option under the Sandfire Option Agreement. Sandfire’s Exploration Commitment under the Sandfire Option Agreement was
to fund US$1 million of exploration expenditure on the Included Licences (the “Exploration Commitment”) within the
Option Period with 60% of the Exploration Commitment to be on drilling and assay costs. If the Exploration Commitment
is not spent, any shortfall is due to be paid by Sandfire to African Pioneer. The Company is reviewing the Exploration
Commitment with Sandfire. Sandfire have confirmed that they will provide Exploration Information that it holds in relation
to the Included Licences.
All the Botswana licences are currently under review by the Company in cooperation with its external geological consultant
with specific expertise of Botswanan copper geology. The region represents a significant copper exploration and resource
development destination and as such all exploration ground has potential strategic importance particularly in the case of
African Pioneer which has several licences in the general area.
Whilst the exploration to date on the licences which were the subject of the Sandfire Option Agreement does not currently
indicate prospectivity for a large scale mining operation the Board believes that there is prospectivity for a smaller to medium
sized mining operation targeting in the range of 5,000 to 10,000 tonnes of contained copper per annum. Although too small
for a large scale miner a mine of this size would fit very well into the demand for small to medium mines to help bridge the
gap in the predicted shortfall of copper to meet future projected demand.
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 Zambia, Namibia, and Botswana in 2021. 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 Namibia for gold and in Botswana for
silver In 2022 the Company granted an option to First Quantum in relation to 4 of the 5 Zambian exploration licences held
by African Pioneer Zambia which First Quantum has exercised more details of which are provided in the Corporate
Highlights section of this review.
The Company’s main focus during the period was on evaluating and advancing its 85% owned Namibian Projects, including
the Ongombo mining licence application, and the Zambian licence (80% owned) and Botswana Projects (100% owned) that
are not the subject of options.
NAMIBIA:
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
9
The Company has a 85% interest in the Namibian Projects and on 16 May 2023 announced an Independent updated total
(gross)
2
Indicated Mineral Resource Estimate (MRE) for its Ongombo project of 5.7Mt at 1.1% Cu Equivalent (CuEq),
0.94% Cu and 0.23g/t Au and a very substantial Inferred underground potential Resources of 23Mt at 1.1% CuEq, 0.95% Cu
and 0.24g/t Au.
The Ongombo Mining Licence granted in September 2022 is subject to completion of Environmental and Social Impact
Assessment (“ESIA”). On 25 April 2023 the Company announced the award of an Environmental Clearance Certificate. by
the Ministry of Environment, Forestry and Tourism (MEFT): Department of Environmental Affairs (DEA). The award of a
production-related ECC is an important step as it achieves compliance with the Environmental Management Act No,7 (2007)
and its associated 2012 regulations, and means that the Project has now surmounted the last significant permitting hurdle in
the pathway to production, initially by way of low-cost, open-pit extraction of the surface copper - gold resource. in advance
of a second-phase, underground mine based around a JORC (2012) Mineral Resource Estimate.
In compliance with the requirements of the ECC, an Environmental and Social Impact Assessment (ESIA) is ongoing as is
initial delivery of the now Ministry- approved Environmental Management Plan that is to accompany mine development and
ore processing operations.
As the result of a successful drill programme in 2022 the Company was on 16 May 2023 able to announce an updated new
Mineral Resource Estimate resulting in an additional 100,000 tonnes in contained copper metal and an additional 84,000 oz
of gold across all Resource categories. The Ongombo mineralization remains open at depth with scope for the addition of
further tonnage and based on recent twinned drilling, potential for significantly enhanced gold grades in the East - Ost shoots
The updated Mineral Resource Estimate was completed by Addison Mining Services Ltd., an independent consultancy
based in the United Kingdom and is reported in accordance with the JORC Code 2012 edition. The gross
3
Resources are of
Indicated and Inferred categories and include:
Total Indicated Resources of 5.7 million tonnes gross at 1.1 % Cu Equivalent (“CuEq”), 0.94 % Cu, 0.23 g/t Au and
4.4 g/t Ag, for 53,000 t Cu, 42,000 oz Au and 800,000 oz Ag, including:
o Open pit potential Resources of 0.93 million tonnes at 0.68% CuEq, 0.57 % Cu, 0.19 g/t Au and 2.6 g/t Ag,
for 5,300 t Cu, 5,700 oz Au and 78,000 oz Ag, above a cut-off grade of 0.25% CuEq
o Underground potential Resources of 4.7 million tonnes at 1.2% CuEq, 1.0% Cu, 0.24 g/t Au and 4.7 g/t Ag,
for 48,000 t Cu, 36,000 oz Au and 72,000 oz Ag, above a cut-off grade of 0.5% CuEq
Inferred Underground potential Resources of approximately, 23 million tonnes at 1.1% CuEq, 0.95% Cu, 0.24 g/t
Au and 5.8 g/t Ag, for 220,000 t Cu, 180,000 oz Au and 4.3 million oz Ag, above a cut-off grade of 0.5% CuEq
Immediately to the north-west of the open pit in the “central shoot” there is an estimated underground Resource inventory of
2.1 million tonnes at 1.2% Cu which may be readily accessed by developing access from the high wall of the open pit,
representing potential for a timely and efficient transition from open pit to underground mining. The remainder of the
Indicated underground resource may then be accessible following further development. Further studies are required to assess
the economic viability of such an operation.
Project Background: The Ongombo project is situated in Exclusive Prospecting License (EPL) 5772 in the Khomas region
of the Windhoek District of Namibia, 45 km from Windhoek, the capital of Namibia. The project area has relatively well-
developed infrastructure on the farms Ongombo Ost and Ongombo West. The property is easily accessed by a tar road from
Windhoek to Gobabis and then on a gravel road up to the project area. There is also a railway line from Gobabis to Walvis
2
gross representing 100% MRE and African Pioneer has 85% interest in the Project
3
gross representing 100% MRE and African Pioneer has 85% interest in the Project
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
10
Bay, via Windhoek running parallel to the tarred road. The Ongombo Project is located 15km northeast from Otjihase Mine
which consists of two underground mines (Otjihase and Matchless) and an 800ktpa copper concentrator.
The Ongombo project lies within the Matchless Member of the Kuiseb Formation, a conspicuous assemblage of lenses of
foliated amphibolites, chlorite-amphibolite schist, talc schist and metagabbro. This belt, up to 5km wide in the Otjihase area,
stretches 350km east-north-eastwards in the Southern Zone of the Damara Orogen from the Gorob – Hope area. The deposit
is generally described as a Besshi-type massive sulphide. These are described as thin sheet-like bodies of massive to well-
laminated pyrite, pyrrhotite, and chalcopyrite within thinly laminated clastic sediments and mafic tuffs. At the Ongombo
project mineralisation occurs in one continuous zone approximately 7 km long and 0.5 – 1 km wide. The mineralisation zone
dips consistently 15-20° northwest and plunges 5° northeast. Mineralisation is gradually thinning westward.
The pending renewal application for EPL 5772 which expired on 8 March 2023 is now reflected on the Namibian Mines and
Energy Cadastre Map Portal and is for an additional two-year extension. A conditional Environmental Clearance Certificate
for mining activities was granted on EPL 5772 and is valid until 16 April 2026. A 20 Year Mining Licence, ML 240, was
granted on 10 August 2022 and covers a portion of EPL 5772 and approximately one third of the open pit resource. An
extension to the Mining Licence was submitted on 6 September 2022 to encompass the wider Resource Area.
ZAMBIA:
As mentioned in the Corporate Transactions summary above First Quantum has issued Option Exercise Notices in relation
to all 4 of the 4 Zambian exploration licences the subject of the First Quantum Option Agreement.
The licence package the subject of the First Quantum Option Agreement 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.
The 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.
Exploration licence 27769-HQ-LEL 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.
Exploration through July 2023
Through July 2023 First Quantum completed an extensive work programme on all the optioned licences including, mapping,
soil sampling, ground geophysics, air core drilling and diamond drilling.
Several near surface targets have emerged (as detailed in prior quarterly reports), and three of these prospects at Turaco,
Chipopa and Chibwika were selected for follow-up work including air core and diamond drilling.
In addition to the near surface targeting using soil geochemistry, First Quantum has conducted a broadscale ‘Generative’
programme employing comprehensive proprietary datasets such as airborne gravity, magnetics and radiometrics as well as
remote sensing imagery. These datasets have been combined with detailed litho-structural mapping, geochronological
analysis and deep-sensing magneto-telluric (MT) traverses to generate an integrated interpretive model of the district. This
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
11
model has, for the first time, clearly defined the key structural architecture domains of the area including the important
boundary between the Western Foreland and Central fold and thrust terrain of the Katangan basin.
In 2022 First Quantum utilised this architecture model to site two deep diamond holes (‘framework holes’) in the Western
Foreland succession. These holes were designed to test prospective stratigraphic positions in the sequence for mineralisation
similar to that found in north of the border in the DRC at Kamoa-Kakula. The framework holes successfully delineated the
Katangan sequence including a key reduced ‘diamictite’ horizon. Localised intercepts of chalcocite copper mineralisation
on the boundary of reduced and oxidised strata suggest that the same mineralising processes are occurring on the African
Pioneer licences as seen north of the border in the DRC.
Further modelling and MT lines have recently been conducted to define the crucial structural and sedimentalogical features
known to be associated with the high-grade copper accumulations at Kamoa-Kakula.
In the first quarter of 2023 the First Quantum drilling resulted in multiple high grade copper intercepts peaking at 8m @
1.25% Cu will be followed up on the Turaco prospect. High-grade cobalt mineralisation was also identified peaking at 0.23%
Co over 4m within the Fold and Thrust Belt.
Exploration during the second half of 2023
Post the year end on 16 April 2024 the Company announced an update on the exploration conducted and funded by First
Quantum Minerals Limited during the six-month period to 31 December 2023. The exploration was over the licences located
in NW Zambia within both the Fold & Thrust Belt and Western Foreland and which are covered by the First Quantum Option
Agreement.
Highlights
Drilling confirmed proof of concept that licences are in the right lithology confirming Congo-style mineralisation.
4 diamond drill holes completed at the Turaco target for 1,297.1m.
A 772.3m deep diamond drill hole completed over the Ikatu on an Audio Magneto Telluric (“AMT”) generated
target. Awaiting results.
9 reverse circulation (“RC”) holes drilled at the Chipopa target for a total of 780m. Awaiting results.
During the course of the programme FQM confirmed their intention to exercise their option as reported on 16
February 2024.
The parties have met and agreed an appropriate ground relinquishment strategy consistent with licence renewal
required later in 2024 together with an aggressive exploration programme.
Exploration completed during the second half of 2023 included diamond and reverse circulation (‘RC”) drilling guided
initially by the Audio Magneto Telluric (“AMT”) and Passive Seismic geophysical surveys and geological mapping and
extensive soil geochemical anomalies completed in late 2023. This exploration work has successfully provided a much-
improved context to the broader geology and has resulted in the construction of a regional section that brings to the fore the
architecture critical to both Kamoa and Kolwezi-type mineralisation and the anticipated location of both the Fold and Thrust
Belt and the Western Foreland.
Follow-up diamond drilling was undertaken at the Turaco Target on Licence 27770-HG-LEL over earlier scout drilling with
intercepts peaking at 1.18% Cu over 8m from 5m depth. Four holes were completed for a total of 1297.1m. Some holes were
potentially stopped prematurely in andesitic basalt and more recent surface geochemical data suggests that conditions suitable
for a redox front and copper deposition may occur beneath the base of the basalt cover. First Quantum will consider further
drilling closer to the up-dip extension of the basalt unit to test this possibility.
A 772.3m diamond drill hole was drilled as part of the AMT follow-up programme at Ikatu with no significant Cu
Mineralization and a further 9 RC holes were completed for a total of 780m at the Chipopa Target.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
12
Drilling was curtailed in late December 2023 partly due to limited availability of diamond drill rigs and in the case of RC
drilling, unfavourable conditions brought on by the Rainy Season.
Turaco drilling intercepted a diamictite with a carbonaceous shale with disseminated pyrite and chalcopyrite, interpreted to
be the Grand Conglomérat. Salt related brecciation and complex faulting significantly disrupts stratigraphy and further work
is required to better understand the complexities of this Thrust and Fold Belt target.
The Ikatu diamond drilling in the Western Foreland was collared to test the continuous conductor identified from the AMT
survey. The hole intersected the fine-grained carbonaceous siltstone and shale unit with associated chalcopyrite conductor at
245m to 320m. The hole was extended to 772.3m and generated a substantial amount of valuable geological information that
has helped build the regional geological section. U-Pb provenance geochronology on the sandstones intersected and Re-Os
dating on the carbonaceous shales has been proposed by FQM to better constrain the stratigraphy.
Nine RC holes totalling 780m were completed at Chipopa testing soil anomalies within the Fold & thrust Belt. Analyses are
pending.
BOTSWANA
The Botswana projects comprise 5 prospecting licences which have been renewed through 31 March 2026 and comprise
approximately 770 sq. km. in the Kalahari Copperbelt. Whilst the exploration to date on the licences which were the subject
of the Sandfire Option Agreement does not currently indicate prospectivity for a large scale mining operation the Board
believes that there is prospectivity for a smaller to medium sized mining operation targeting in the range of 5,000 to 10,000
tonnes of contained copper per annum. Although too small for a large scale miner a mine of this size would fit very well into
the demand for small to medium mines to help bridge the gap in the predicted shortfall of copper to meet future projected
demand.
All the Botswana licences are currently under review by the Company in cooperation with its external geological consultant
with specific expertise of Botswanan copper geology. The region represents a significant copper exploration and resource
development destination and as such all exploration ground has potential strategic importance particularly in the case of
African Pioneer which has several licences in the general area.
OUTLOOK
Outlook for Copper: During the second half of 2023 and into 2024 the copper price has recovered and is currently around
US$9,000 per tonne. 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 remains quite pessimistic as most large copper mining projects have
been shelved as a result of political or economic reasons but 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 First Quantum has as reported in the Corporate review
section above issued an Option Exercise Notice in relation to the 4 Zambian exploration licences the subject of the First
Quantum Option Agreement.
AFRICAN PIONEER PLC
FINANCIAL CORPORATE AND OPERATIONAL REVIEW (continued)
13
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
30 April 2024
AFRICAN PIONEER PLC
DIRECTORS’ REPORT
14
The directors present their report on the affairs of African Pioneer Plc (the “Company”) for the year ended 31 December
2023. 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 £689,213 – (2022: loss of £670,871).
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 of the financial statements
DIRECTORS
The names of the Directors who served throughout the period and subsequent to the year end, 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 17 to 19
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)
15
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 26 April 2024. These holdings are extracted as they appear in the
relevant custodian account on the Company’s share register.
Registered Shareholder No. of Shares
Percentage
The Bank Of New York (Nominees) Limited
*
39,091,269
17.14%
Vidacos Nominees Limited
*
28,418,932
12.46%
Jim Nominees Limited
*
25,185,057
11.04%
Vidacos Nominees Limited
*
24,028,866
10.54%
Hargreaves Lansdown (Nominees) Limited
*
17,565,285
7.70%
Mohamad Ali Ahmad
15,000,000
6.58%
Hargreaves Lansdown (Nominees) Limited
*
9,567,345
4.20%
158,856,754
69.66%
*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 is based in the Isle of Man and 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 2022.
POLITICAL DONATIONS
The Group made no political donations during the year (2022: 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)
16
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, RPG Crouch Chapman 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:
30 April 2024
Colin Bird Raju Samtani
Executive Chairman Director
AFRICAN PIONEER PLC
DIRECTORS’ REMUNERATION REPORT
17
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 2023.
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.
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 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)
18
• 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 2023 and 2022 was as follows:
2023 2022
Directors’
Fees
Consulting
Fees
Total
Emoluments
Total
Emoluments
£ £
£
£
C. Bird
18,000
42,000
60,000
60
,000
R. Samtani
18,000
32,00
3
50,003
50,004
C Cordier
18,000
12,000
30,000
30
,
0
00
K Thygesen
18,000
-
18,000
1
8
,
0
00
James Cunningham
-
Davis
14,400
-
14,400
14
,
4
00
Total
86,400
86,00
3
172,003
1
72
,
00
4
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 17 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 2023 or 2022.
Payments to past directors
The Company did not pay any compensation to past Directors in 2023 and 2022.
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
Date of this report
31 December 2023
31 December 202
2
C Bird*
24,49
2
,284
2
4,117,284
21,061,728
R Samtani
18,395,061
18,395,061
16,061,728
J Cunningham
-
Davis***
-
-
-
C Cordier**
17,222,222
17,222,222
15,000,000
K Thygesen
1,033,334
1,033,334
200,000
AFRICAN PIONEER PLC
DIRECTORS’ REMUNERATION REPORT (Continued)
19
* 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 as trustee for The Tonehill Trust and
5,222,222 ordinary shares held by Coreks Super Pty Ltd as trustee for Coreks Superannuation Fund 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.
The Directors have also been granted fully vested options over ordinary shares detailed below, the options are exercisable at
4.5 pence per Ordinary Share and expire on 23 January 2033 one day prior to the tenth anniversary of the grant of the options.
Further details of the terms of the options are in note 15
Directors
No. of Options
Executive Directors:
Colin Bird Executive Chairman
5,000,000
Christian Cordier Commercial Director
500,000
Raju Samtani Finance Director
600,000
Non Executive Directors:
Kjeld Thygesen Independent
500,000
James Cunningham
-
Davis
Nil
Total Directors
6,600,000
There have been no further changes in directors' interests in the Company’s shares since the year end other than those noted
above.
Approved by the Board on 30 April 2024.
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT
20
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 0.45 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 follows, to the extent practicable for a company of its size and
nature, follow the QCA Corporate Governance Code (2018). 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)
21
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 takes 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
2023 and the number of meetings attended by each director is tabled below.
2023
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
2022
Meetings
M
eetings 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.
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
22
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
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
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
23
Internal controls
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.
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.
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
24
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.
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, 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;
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
25
• 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 follows 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
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 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.
AFRICAN PIONEER PLC
CORPORATE GOVERNANCE REPORT (continued)
26
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 the Company.
Risk Management: The financial director is responsible for Company’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
27
The Directors present their strategic report on the group for the year ended 31 December 2023.
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 19-21 Circular,
Douglas, Isle of Man IM1 1AF.
The Company is the parent company of African Pioneer Zambia Ltd (80% owned), African Pioneer Chongwe Ltd (80%
owned), Resource Capital Partners Pty Ltd (100% owned) and Zamcu Exploration Pty Ltd (100% owned), which has an
85% equity holding in Ongombo Mine (Pty) Limited 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 2023 after tax of
£(689,000) (2022: £671,000). In June 2023, the Company raised £790,000 (gross) and at the year end had cash of £372,156
(2022 £71,674). 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.
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.
There is a material uncertainty relating to the conditions above that may cast significant doubt on the Group's ability to
continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the
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 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 on page 3 and in the
Financial, Corporate and Operational Review on page 6.
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
28
Financial highlights:
£689k consolidated loss after tax (2022: £671k - loss)
Approximately £372k cash at bank at the year-end (2022: £72k).
The basic and diluted losses per share are summarised in the table below
Profit/(Loss) per share
(pence)
2023
2022
Basic & Diluted Note 6 (0.33)p (0.35)p
The net assets of the Group at as at 31 December 2023 were £5.2M (31 December 2022 £5.2m)
INVESTMENTS HELD BY THE COMPANY FOR RESALE
The Company has previously held investments available-for-sale investments but sold these during the year as a source of
liquidity to cover explorations costs and general overheads of the Group. It is the Group’s intention not to purchase any new
investments.
PORTFOLIO HOLDING AT 31 December 2023
Number
Cost
Valuation
Valuation
31/12/2
3
31/12/2
3
31/12/2
3
31/12/2
2
Jubilee Metals Group Plc
-
-
-
22,107
Galileo Resources Plc
-
-
-
32,500
Sandfire Resources Ltd
-
-
-
329,325
South 32 Limited
-
-
-
-
Xtract Resources Plc
-
-
-
11,818
TOTAL FOR COMPANY
-
-
395,750
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
reporting and Board meetings.
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.
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
29
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 projects in Namibia, Zambia and Botswana, 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 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 convertible loans 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)
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
30
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:
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
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
31
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.
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.
AFRICAN PIONEER PLC
STRATEGIC REPORT (continued)
32
OUTLOOK
Outlook for Copper: During the second half of 2023 and into 2024 the copper price has recovered and is currently around
US$9,000 per tonne. 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 remains quite pessimistic as most large copper mining projects have
been shelved as a result of political or economic reasons but 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 First Quantum has as reported in the Corporate review
section issued an Option Exercise Notice in relation to the 4 Zambian exploration licences the subject of the First Quantum
Option Agreement
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
33
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:
30 April 2024
Colin Bird
Executive Chairman
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
34
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AFRICAN PIONEER PLC FOR THE YEAR
ENDED 31 DECEMBER 2023
Independent Auditors Report
Opinion
We have audited the financial statements of African Pioneer Plc (the ‘Company’) and its subsidiaries (the ‘Group’) for the
year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated
and Parent Company Statement of Financial Position, the Consolidated and Parent Company Statements of Changes in
Equity, the Consolidated and Parent Company Statements of Cash flows, the notes to the financial statements, which
include a summary of significant accounting policies. The financial reporting framework that has been applied in in the
preparation of the financial statements is applicable law and UK-adopted international accounting standards (‘IFRS’).
In our opinion the financial statements:
give a true and fair view of the state of the Group's and of the Company's affairs as at 31 December 2023 and of the
Group's loss for the year then ended; and
have been properly prepared in accordance with IFRS.
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 Auditors' responsibilities for the audit of the financial
statements section of our report. We are independent of the Group 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, as applied to listed
entities, 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 related to going concern
We draw attention to note 2 in the financial statements. We have considered the adequacy of the going concern disclosures
made concerning the Company and the Group’s ability to continue as a going concern. The Company and Group has made
a loss of (£685,126) and (£689,213) 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
opinion is not modified in respect of this matter.
We have highlighted going concern as a key audit matter. In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our
evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to continue to adopt the going
concern basis of accounting included:
Analysing management’s and the Directors’ cash flow forecast which forms the basis of their assessment that the
going concern basis of preparation remains appropriate for the preparation of the Group and Company financial
statements for a period of at least twelve months from the date of approval of these financial statements;
Testing the integrity of the cash flow model;
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
35
Reviewing post year-end financial statements for each entity and comparing actual performance to managements
assessments
Sensitising the cash flows for changes in key assumptions and considering impact on headroom;
Reviewing and considering the adequacy of the disclosure within the financial statements relating to the Directors’
assessment of the going concern basis of preparation.
Reviewing any additional financial and non-financial subsequent events which may be identified post the year end
in relation to going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Our approach to the audit
In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
In particular, we looked at where the directors made subjective judgements, for example in respect of significant
accounting estimates. As in all of our audits, we also addressed the risk of management override of internal controls,
including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement
due to fraud.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to issue an opinion on the financial
statements as a whole, considering the structure of the Group, the accounting processes and controls, and the industry in
which they operate.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, 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 we identified
(whether or not due to fraud), 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. The use of the Going Concern basis of accounting was assessed as a key audit matter and has already been
covered in an earlier section of this report. The other key audit matters identified are described below.
Key audit matter How our work addressed this matter
Carrying value of E&E assets (Group)
The most significant assets of the group as at December
2023 were intangible assets of £5.2m comprising
exploration and evaluation assets.
In accordance with IAS36 Impairment of Assets, entities are
required to conduct annual impairment tests for goodwill
and certain intangible assets.
Given the subjectivity and number of estimates involved in
any such assessment, we consider the carrying value of E&E
assets in the Group’s balance sheet to be a key audit matter.
Our work included:
Reviewing brought forward calculations to agree to the
opening balance position and prior year assessment of
compliance with IFRS6;
Reviewing additions in the year for compliance with
IFRS6;
Reviewing the impairment model provided and checking
that the value in use model is appropriate;
Discussing with management the assumptions used and
obtaining support for key assumptions; and
Obtain an understanding as to the status of each project to
ensure the accounting treatment complies with IFRS6.
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
36
Investment valuation (Company)
The most significant asset of the group and company are
investments assets at £2.8m.
There is a risk that these balances may be subject to
impairment and therefore materially misstated within the
financial statements.
Given the subjectivity and number of estimates involved in
any such assessment, we consider the carrying value of
investments in the Company’s balance sheet be a key audit
matter.
Our work included:
Reviewing brought forward calculations to agree the
opening balance position;
Reviewing management’s assessment of impairment,
including challenging the assumptions used;
Consider the consistency of cost of investment with the
underlying carrying value of E&E assets tested at Group
level; and
Reviewing any additional financial and non-financial
subsequent events which may be identified post the year
end indicating an impairment may be present in the
valuation of investments.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit and in evaluating the effect of misstatements.
We consider materiality to be the magnitude by which misstatements, including omissions could influence the economic
decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and
the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
We consider gross assets to be the most significant determinant of the Group’s financial performance used by the users of
the financial statements. We have based materiality on 1.5% of reported gross assets for the group. Overall materiality for
the group was therefore set at £84,000.
Other information
The other information comprises the information included in the annual report other than the financial statements and
auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 this gives rise to a material
misstatement in the financial statements themselves. 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.
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of
the Group financial statements and for being satisfied that they give a true and fair view, and for such internal control as the
directors determine necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the Group financial statements, the directors are responsible for assessing the Group'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 Group or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group's financial reporting process.
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
37
Auditors' 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 a Report of the Auditors 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 obtained an understanding of the Group and the sector in which it operates to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial statements, including equity accounted associate. We
obtained our understanding in this regard through discussions with management and application of our cumulative audit
knowledge and experience of the industry.
We determined the principal laws and regulations relevant to the Group in this regard to be, but were not limited to, those
arising from local licensing laws, Isle of Man Companies Act, and the London Stock Exchange Listing Rules. We focused
on laws and regulations that could give rise to a material misstatement in the financial statements.
We designed our audit procedures to ensure the audit team considered whether there were any indications of non-
compliance by the Group with those laws and regulations. Our test included, but were not limited to specific enquiries
of management, reviewing Board minutes and any legal or regulatory compliance correspondence.
We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition
to the non-rebuttable presumption of a risk of fraud arising from management override of controls, whether key
accounting estimates and judgements made by management when auditing significant accounting estimates. We address
these risks by challenging the assumptions and judgements made by management when auditing significant accounting
estimates, comprising the impairment assessment of intangible assets.
We addressed the risk of fraud arising from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business, as well as discussions with management.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we
will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit If the financial statements is located on the Financial Reporting
Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.
Other matters that we are required to address
We were appointed on 15 December 2023 and this is the first year of our engagement as auditors for the Group.
We confirm that we are independent of the Group and have not provided any prohibited non-audit services, as defined by
the Ethical Standard issued by the Financial Reporting Council as applied to listed entities, and we have fulfilled our
ethical responsibilities in accordance with these requirements.
Our audit report is consistent with our additional report to the Audit Committee explaining the results of our audit.
AFRICAN PIONEER PLC
INDEPENDENT AUDITOR’S REPORT (continued)
38
Use of our report
This report 's made solely to the Company's members, as a body, in accordance with our engagement letter. Our audit work
has been undertaken so that we might state to the Company's members those matters we are required to state to them 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
opinions we have formed.
Paul Randall BA FCA
Recognised Auditor
for and on behalf of RPG Crouch Chapman LLP
Chartered Accountants and Recognised Auditors
40 Gracechurch Street
London
EC3V 0BT
Date: 30 April 2024
AFRICAN PIONEER PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
39
For the year ended 31 December 2023
| Notes Year ended 31 | Year ended 31 December | ||
| December 2023 | 2022 | ||
| £ | £ | ||
| CONTINUING OPERATIONS | |||
Income: | |||
Dividend receivable | |||
Realised gain on sale of investments | |||
Unrealised loss on investments | ( | ||
| Total Income | ( | ||
Administrative expenses | |||
Administrative expenses | 4 | ( | ( |
Total Administrative Expense | ( | ( | |
OPERATING (LOSS)FOR THE YEAR | ( | ( | |
Interest expense | |||
Interest income | |||
(LOSS) BEFORE TAX | ( | ( | |
Taxation | 7 | ||
NET (LOSS) FOR THE YEAR | ( | ( | |
| 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 | ( | ( | |
Total comprehensive (loss) for the financial year | ( | ( | |
Attributable to: | |||
Owners of the Company | ( | ( | |
Non - controlling interest | | ||
| ( | ( | ||
Basic & Diluted loss per share | 6 | ( | ( |
All results are derived from continuing
operations.
AFRICAN PIONEER PLC
40
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2023
Notes | Year ended 31 | Year ended 31 December | |
| December 2023 | 2022 | ||
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 | ( | ( |
Taxation | 7 | ( | ( |
| Total Current Liabilities | ( | ( | |
NET CURRENT | |||
(LIABILITIES) / ASSETS | ( | ||
TOTAL LIABILITIES | ( | ( | |
NET ASSETS | |||
| EQUITY | |||
Share capital | 13 | ||
Warrant reserve | 15 | ||
Foreign exchange reserve | ( | ||
Retained earnings | ( | ( | |
Non controlling interest | 9 | ||
TOTAL EQUITY |
The notes on pages 46-65 are an integral part of these financial statements.
AFRICAN PIONEER PLC
41
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2023
| Share | Retained | Foreign | Warrant | Non | Total | |
| capital | earnings | exchange | reserve | Controlling | equity | |
| Restated | reserve | interest | Restated | |||
| £ | £ | £ | £ | £ | £ | |
As at 1 January 2022 | ( ) | |||||
Loss for the year | ( | ( | ( | |||
Share based payment charge | ( | |||||
| As at 31 December 2022 | ( | |||||
| Restated | ||||||
As at 1 January 2023 | ( | |||||
Net proceeds from shares | ||||||
| issued | ||||||
(Loss) for the year | ( ) | ( ) | ( ) | |||
Share based payment charge | ( ) | |||||
Non-controlling interests on acquisition of subsidiary | | |||||
As at 31 December 202 3 | ( | ( |
The notes on pages 46-65 are an integral part of these financial statements.
AFRICAN PIONEER PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
42
For the year ended 31 December 2023
Notes | Year ended | Year ended | |
| 31 | 31 | ||
| December | December | ||
| 2023 | 2022 | ||
£ | £ | ||
| CASH FLOW FROM OPERATIONS | |||
Profit/(Loss) before taxation | ( ) | ( | |
Adjustments for: | |||
Interest received | |||
Dividends received | ( | ||
( Loss ) / Gain on disposal of investment shares | ( | ||
Loss/(Gain) in fair value of investment at reporting date | 8 | ||
Interest expense | |||
Operating (loss) before movements in working capital | ( | ( | |
Decrease/(Increase in receivables) | ( | ||
Increase in payables | |||
| NET CASH OUTFLOW FROM OPERATING ACTIVITIES | ( | ( | |
| TAXATION PAID | |||
| CASH FLOW FROM INVESTING ACTIVITIES | |||
Dividends received | |||
Investments sold | |||
Purchases of Exploration and evaluation assets | ( | ( | |
| Purchase of Exploration and Evaluation | |||
| assets on Acquisition of subsidiaries | |||
| NET CASH INFLOW FROM INVESTING ACTIVITIES | ( | ||
| CASH FLOW FROM FINANCING ACTIVITIES | |||
Proceeds from Issue of shares, net of issue costs | |||
| NET CASH INFLOW FROM FINANCING ACTIVITIES | |||
Net increase/(decrease) in cash and cash equivalents in the period | ( ) | ||
Effect of foreign exchange rate changes | ( | ( | |
Cash and cash equivalents at the beginning of the period | |||
Cash and cash equivalents at the end of the period |
The notes on pages 46-65 are an integral part of these financial statements.
AFRICAN PIONEER PLC
COMPANY STATEMENT OF FINANCIAL POSITION
43
As at 31 December 2023
Notes 31 December 2023 31 December 2022
£
£
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
1,712,138
1,557,828
Cash and cash
equivalents
371,525
71,664
Available-for-sale
investments
8 -
395,750
Total Current Assets
2,083,663
2,025,242
TOTAL ASSETS
4,880,163
4,821,742
CURRENT
LIABILITIES
Trade and other
payables
12 (648,256)
(689,809)
Total Current
Liabilities
(648,256)
(689,809)
NET CURRENT
ASSETS /
(LIABILITIES)
1,435,407
1,335,433
TOTAL
LIABILITIES
(648,256)
(689,809)
NET ASSETS
4,231,907
4,131,933
EQUITY
Share capital
13
6,216,282
5,475,204
Warrant reserve
15 67,923
23,901
Retained earnings
(2,052,298)
(1,367,172)
TOTAL EQUITY
4,231,907
4,131,933
The notes on pages 46-65 are an integral part of these financial statements.
The financial statements of African Pioneer Plc (registered number 008591V) were approved by the board on 30 April
2024 and signed on its behalf by:
C Bird R Samtani
Executive Chairman Director
AFRICAN PIONEER PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
44
For the year ended 31 December 2023
Share capital
Retained
earnings
Restated
Warrant
reserve
Total
equity
Restated
£
£
£
£
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
(Restated)
5,475,204
(1,367,172)
23,901
4,131,933
As at 1 January 202
3
5,475,204
(1,367,172)
23,901
4,131,933
Net proceeds from shares issued
785
,
1
00
-
-
785,100
Share based payment charge
(
44,022
)
-
44,022
-
Loss for the year -
(685,126)
(685,126)
As at 31 December 2023 6,216,282
(2,052,298)
67,923
4,231,907
The notes on pages 46- 65 are an integral part of these financial statements.
AFRICAN PIONEER PLC
COMPANY STATEMENT OF CASH FLOWS
45
For the year ended 31 December 2023
Notes Year ended
31
December
2023
Year ended
31
December
2022
£
£
CASH FLOW FROM OPERATIONS
Profit/(Loss) before taxation
(
685,126
)
(658,505)
Adjustments for:
Dividends received
-
(2,951)
(Loss)/
Gain on disposal of investment shares
34,799
(4,320)
Loss/(Gain) in fair value of investment at reporting date
8
-
78,197
Interest expense
-
-
Operating (loss) before movements in working capital
(
650,327
)
(587,579)
Decrease/(Increase) in receivables
(1,004)
10,699
Increase/(decrease) in payables
39,069
146,305
Increase / (decrease) in loans to subsidiaries
(233,928)
(724,510)
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
(846,190))
(1,155,085)
TAXATION PAID
CASH FLOW FROM INVESTING ACTIVITIES
Interest received
-
-
Dividends received
-
2,951
Investments purchased
8
-
-
Investments sold
360,951
32,829
Acquisition of subsidiaries
-
-
-
-
NET CASH INFLOW FROM INVESTING ACTIVITIES
360,951
35,780
CASH FLOW FROM FINANCING ACTIVITIES
Issue of convertible loan notes
-
-
Proceeds from Issue of shares, net of issue costs
785,100
-
Loan repayment
-
-
NET CASH INFLOW FROM FINANCING ACTIVITIES
785,100
-
Net increase/(decrease) in cash and cash equivalents in the period
299,861
(
1,119,305
)
Cash and cash equivalents at the beginning of the period
71,664
1,190,969
Cash and cash equivalents at the end of the period
371,525
71,664
The notes on pages 46-65 are an integral part of these financial statements.
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
46
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
47
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
48
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
49
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
50
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
51
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
52
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
53
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
54
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
55
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
56
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
57
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
58
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
59
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
60
14. THE NOTE NO. IS INTENTIONALLY NOT USED
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
61
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
62
16. 2022 PRIOR PERIOD ADJUSTMENT
In 2022 the Company restated 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
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
63
subsidiaries. For the 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 2023 (continued)
64
AFRICAN PIONEER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 (continued)
65